Lot`s to like about Mezzo`s other partner too..
posted on
Jun 06, 2006 08:51PM
• Surridge Dawson plc takes equity stake in Phantom Media
Phantom media has confirmed that on the 17th January 2006 it has completed it negotiations with Surridge Dawson plc and that a significant shareholding has been acquired by the FTSE listed company. It is understood that the original stakeholders still hold significant equity themselves and that Phantom will now embark on its own acquisition trail within the Ife industry and the media in general. Rick Stuart, M.D. at Phantom commented ``the IFE marketplace is about to enter an interesting period of inevitable consolidation, critical to its sustained future and the lines will be blurred between the traditional roles of content service provision and IFE hardware manufacturing - especially since the arrival of cost effective portable digital devices and indeed Phantom`s own Bluebox system``
Surridge Dawson Ltd.
International subsidiary
, Croydon , United Kingdom
()44 020 8774 3000, 44 020 8774 3010 fax, http://www.dawson.co.uk
Primary SIC: Books Periodicals & Newspapers, Primary NAICS: Book, Periodical and Newspaper Merchant Wholesalers
Description: Wholesale: Wholesale and retail trade in newspapers and periodicals, books and stationery
06 June 2006
Embargoed until 0700 Tuesday, 6 June 2006
Interim Results
For the 26 weeks ended 1st April 2006
Dawson Holdings PLC, the newspaper and magazine distribution, book supply,
logistics and marketing services group, today announces its interim results for
the 26 weeks ended 1st April 2006.
Financial Highlights:
* Results for the period are in line with expectations against a backdrop
of tough trading conditions
Statutory results*:
* Turnover** fell by 4.0% to £344.5m (2005: £358.8m)
* Pre tax profit** down 17.4% to £7.6m (2005: £9.2m)
* Earnings per share** of 8.5p (2005: 9.5p)
* Interim dividend maintained at 2.9p
Underlying performance***:
* Turnover** down 0.1% to £344.5m (2005: £344.9m)
* Pre tax profit** down 20% to £6.4m (2005: £8.0m)
* Earnings per share** of 6.6p (2005: 8.2p)
* Continued underlying cash generation; average net debt**** decreased by
12% to £13.8m (2005 FY : £15.6m)
* statutory results show 26 weeks to 1st April 2006 compared to 27 weeks to
2nd April 2005
** stated on a continuing operations basis
*** underlying performance adjusts the prior year to an equivalent 26 week
period and excludes a £1.2m exceptional gain on exchange of contract rights
made in the current period
**** calculated on all banking and leasing arrangements
Operational Highlights:
* Appointment of Peter Harris as Chief Executive in April 2006
* Dawson News successfully secured key contract renewals and won an
additional £25m of annualised sales in new territories;
* Dawson Media Direct performed ahead of expectations; continued
overseas expansion
* Dawson Books showed progress across both UK and overseas
markets
Commenting on outlook, Peter Harris, Chief Executive, said:
``The group has a solid base from which to deliver progress in future periods on
the back of its high level of contracted revenues. Trading since the period
end is in line with expectations and, as such, our outlook for the year remains
unchanged.
``Dawson News is at the forefront of its industry and is well positioned for
industry changes. We continue to evaluate opportunities for the geographical
expansion of Dawson News which would enhance shareholder value and are pleased
with the good progress being made in our growing Dawson Media Direct and Dawson
Books businesses.``
For further information, please contact: www.dawson.co.uk
Dawson Holdings PLC 020 8774 3000
Nigel Freer, Chairman
Peter Harris, Chief Executive
David Lowther, Group Finance Director
Smithfield 020 7360 4900
Katie Hunt / Reg Hoare
About Dawson
Dawson Holdings provides distribution and logistics services through four
divisions, as follows:
Dawson News, which accounts for c.85% of group turnover, is one of the three
leading UK newspaper and magazine wholesalers, with a 21% share of the news and
magazine market. Annually, it distributes over 1 billion individual newspaper
and magazine copies, with an annualised retail sales value of more than £850m,
to c. 15,000 UK news retailers.
Dawson Media Direct is a market leading provider of newspapers and magazines to
airlines and airline lounges globally with more than 100 million newspapers and
magazines loaded each year to over 160 airlines.
Dawson Books provides shelf-ready books and services across the globe to the
professional, academic, corporate and library markets. It is the leading
supplier to the UK professional, academic and corporate library market, a major
supplier to Scandinavia and has strong exports across Europe, the Middle East
and the Far East.
Dawson Marketing Services specialises in handling sales literature; point of
sale and direct mail, providing design, print, storage, fulfilment and
distribution as well as call handling and data capture services and has long
term customer relationships with a customer base primarily in the electronic
games, automotive, pharmaceutical and charity sectors.
Chairman`s Statement
Introduction
As I draw towards the end of my first year as Chairman, it is interesting to
reflect on the fundamental market changes affecting the group`s core News
business. During the period being reported, and as expected, the general
industry trading environment has been difficult resulting in flat sales for the
group. However, despite this we continue on plan to invest in growing the
business and have made good progress in improving efficiencies and enhancing
customer services. I am very pleased to report that we have successfully secured
the renewal of key contracts and taken a significant strategic step with the
winning of major new contracts in additional areas.
We continue to be pleased with the contribution and performance of our Books and
Media Direct businesses.
Financial highlights
Results for the period are in line with expectations. Turnover fell 4.0% to
£344.5m (2005: £358.8m), pre tax profit was down 17.4% to £7.6m (2005: £9.2m)
and earnings per share decreased by 10% to 8.5p (2005: 9.5p). It should however
be noted that the comparative financial period was 27 weeks, one week longer
than the current period. Adjusting the results to a like for like basis, and
excluding an exceptional gain made in the period, the comparisons show: turnover
down by 0.1% to £344.5m (2005: £344.9m) and pre tax profit down 20.0% to £6.4m
(2005: £8.0m).
Dividend
The Board has declared a maintained interim dividend of 2.9 pence per share.
This will be paid on 14th July to shareholders registered on 16th June. We
continue to view the dividend as an important element of total shareholder
return and are proud of Dawson`s long term track record in respect of increasing
or maintaining dividends year on year.
Board
We have recently announced some important changes to the Board. David Blundell
retired in April and our thanks go to him for his eight years of fine
stewardship. We continue to benefit from him remaining as a consultant to the
Board.
We also extended a warm welcome to Peter Harris who took over as Chief Executive
on 10th April. We are fortunate to benefit from his successful track record,
logistics expertise and experience of managing B2B relationships with both small
and large enterprises in diverse industries.
Our grateful thanks also go to Malcolm Pearce, who retired as a non-executive
director on 31st March 2006, for his knowledgeable contribution over the past 6
years
Prospects & outlook
Group trading since the period end continues in line with our expectations.
Dawson News faces a changing and demanding market place, which represents both
challenges and opportunities. The Office of Fair Trading`s (``OFT``) recent draft
Opinion on newspaper and magazine distribution agreements forms part of the
potential for industry change. As such, we continue to strengthen our industry
positioning based on ever more cost effective and high quality service delivery
to publishers and all retailers alike. We, therefore, look forward to engaging
with the OFT, publishers and retailers to further develop the industry`s
effectiveness and remain confident that Dawson is very well positioned for these
changes.
The renewal of key contracts, for periods of three to five years, and the
significant gains in new territories offer stability and real growth
opportunities for the future.
Dawson Media Direct is successfully expanding overseas and has taken its first
steps in the Inflight Entertainment market.
Dawson Books will continue to build on its market leading customer services,
including further investment in ebooks, as it progressively increases its market
presence.
We are reviewing the options for Dawson Marketing Services.
Our experienced team, a well established business and a strong financial
position provide us with a solid base from which to develop the group and take
advantage of the opportunities represented by our markets.
Following the appointment of Peter Harris as our new Chief Executive, there will
be an updated statement on strategy at the time of the preliminary results later
this year.
Nigel Freer
Chairman
5th June 2006
Chief Executive`s Review of the Business
Introduction
Since my appointment in April, I have primarily been involved in immersing and
familiarising myself within the business. I have been highly impressed by the
quality of the operations and personnel inherited from my predecessor.
However, it is clear that we have a considerable challenge to manage a core
business that operates in a tough market which is under review by the regulator,
whilst at the same time seeking to grow the overall group. It is this challenge
to which I am primarily addressing myself in the coming months.
Dawson is an excellent business, with a solid financial position, and I am
confident that there is much to build on.
Interim results
The results cover the 26 weeks to 1st April 2006, whilst the previous financial
period covered 27 weeks. The extra week had a disproportionate impact on the
operating profits as that week had higher than average sales and no fixed costs.
In addition, it should be noted that some activities which were previously
managed within the Dawson Media Direct division have been run as a part of
Dawson News since May 2005.
Adjusting the comparatives for these two matters, the results for the continuing
businesses, before exceptional items, for the comparable periods were:
Unaudited 26 weeks to 26 weeks to
1st April 2nd April
2006 2005
£m £m
Revenue 344.5 344.9
Profit from operations
Dawson News 5.9 7.5
Dawson Books 1.1 1.2
Media Direct and Marketing Services 0.8 0.9
Unallocated central expenses (0.8) (0.8)
7.0 8.8
Income from associates 0.1 0.1
Net finance costs (0.7) (0.9)
Profit before exceptional items 6.4 8.0
All the results are presented on the basis of International Financial Reporting
Standards (``IFRS``). Full reconciliations of previously reported results under UK
GAAP are included in Appendices to the Interim Statements, whilst an indication
of the impact of IFRS on the current period is explained in the Financial
Review.
Exceptional profit - profit on transfer of contract rights
There was a non cash one-off exceptional gain of £1.2m recorded on the transfer
of the group`s interests in certain magazine distribution contracts as described
in Note 2 to the financial statements.
Dawson News
Sales revenues in the 26 weeks were 0.1% up on the comparable 26 weeks last
year. As the previous reporting period was 27 weeks the reported comparison is a
reduction in sales revenue of 3.4%. Inflationary pressure in a high fixed cost
business and margin reductions on some contract renewals, have had a marked
effect on profitability with reported profits of £5.9m down from the equivalent
£7.5m in the comparable 26 weeks.
Overall, newspaper revenue was 2.8% ahead of the comparable period last year,
representing a 0.7% decrease in newspaper volumes which was more than offset by
cover price increases. Sales of quality newspaper titles enjoyed the benefits of
re-sizing and heavy promotional activity, with the Guardian having moved to the
``Berliner`` format and a particularly successful re-launch of the Observer during
the period. Whilst the quality titles were more buoyant this was balanced by
more difficult trading in the middle and `red top` markets.
The periodical and magazine market has been more difficult with sales revenue
2.2% below the comparable 26 weeks last year. The trend for moving from monthly
to weekly titles has continued. Weekly titles were 3.1% ahead of the comparable
period supported by a number of launches (e.g. Love It! and Real People). In
contrast the monthly titles, which have proportionately higher cover prices,
fell sharply at 8.4% below the previous equivalent period. Within these broad
categories sales of partworks and collectables were 37% down bringing them back
to levels last experienced three years ago.
Cost control is a priority within this high volume, time sensitive business, but
inflationary pressures, such as wage costs and fuel price increases, inevitably
lead to increases. This results in profits falling when sale revenue is flat.
Investment has continued into driving efficiencies in the operations and
opportunities to increase activity through the network are continually
evaluated.
In particular during the period there were some important contract renewals and
area gains. Dawson News successfully renewed contracts with Frontline/Seymour,
for four years, and Express/Northern & Shell, for five years, across all
existing areas as well as winning their business in new territories, namely
Chester/North Wales, Preston and Canterbury areas. Subsequently, News
International awarded Dawson News a five year contract in Chester/North Wales.
This has brought an additional 3,000 new customers in these areas (bringing our
total to nearly 15,000). Start up costs mean that these areas will have a
negative contribution in the second half year but are expected to be earnings
enhancing in the financial year starting in October 2006.
Trading in the new areas started successfully after the period end, for
Frontline/Seymour on 10th April and Express/Northern & Shell on 1st May,
followed by News International on 8th May. This followed extensive planning,
great commitment from managers and staff, and investment in property and
equipment.
There remain a number of contracts still under discussion, although the majority
of publishers are now contracted for the next three to five years giving greater
stability and visibility for the business.
Achieving high levels of performance in respect of both industry and contractual
key performance indicators remains a priority for the division. Further customer
facing Information Technology developments around data provision, using our DNX
web based reporting system, and industry wide service level requirements have
been successfully implemented.
On 31st May 2006, the OFT announced its draft opinion for consultation
expressing concerns about newspaper and magazine distribution agreements and
setting out a framework for assessing whether individual agreements comply with
competition law. We see this opinion in the context of a changing and
increasingly demanding industry and believe that Dawson`s continual drive for
cost effective and high quality service delivery to publishers and all retailers
alike positions it well for any changes. We therefore look forward to working
closely with the OFT, publishers and retailers to further develop the industry`s
effectiveness.
Since the period end, the disappointing sales of magazines have continued as
expected though there should be a modest boost from product associated with the
football World Cup this summer. Our focus remains on driving cost efficiencies
whilst meeting customer service levels.
Dawson Books
Overall, Dawson Books as a division experienced growth of 5.9% in sales revenue.
Dawson Books continues to progress in the UK and overseas markets due in no
small measure to the high quality services provided under the Total Book
Management programme, which provides shelf ready books to customers.
Sales in the UK were 6.0% ahead of the comparable period in the prior year.
Dawson Books has made further gains in the University sector with the extension
of several contracts including reappointment to the London University Purchasing
Consortium. The increase in business from the Further Education field has also
kept pace with our expectations.
Total export sales are 6.4% ahead of the prior year, despite overseas markets
continuing to perform unevenly under competitive pressures and due to the
weakness of the US dollar. Encouraged by a strong sales and marketing effort,
our markets in the Far East, Middle East and Europe have returned to double
digit growth, whilst important contract renewals in Nordic countries have added
to this improving situation.
The overseas based operations in France, Spain and USA have also continued to
make gradual progress.
Dawson Books is continuing to break ground with its eBook service which has been
well received by customers throughout the world. Moreover, we continue to lead
from the front with new services such as Radio Frequency Identification Tags,
providing libraries with an ability to electronically track and trace their
books.
Dawson Books has been investing resources to meet the challenges of the rapidly
evolving digital market. As is always the case with new markets, start up costs
are usually incurred before the benefits of the investment come through. In the
first half, this investment was slightly more than the additional income
generated by the sales growth, but we anticipate this position will reverse over
the coming years.
Dawson Media Direct
Last year we reported that a major UK newspaper publisher had withdrawn from the
promotional placement activities and that this would affect turnover this year.
Good progress has been made sourcing replacement product and whilst this has not
compensated for the reduction in full, Dawson Media Direct is performing well
and is ahead of our expectations at the half year.
The division continues to focus on the provision of printed media product to
airlines as its core business. It has also acquired 50% of Phantom Media, an
airline Inflight Entertainment content provider, as a route to developing
complementary media solutions for airlines. Although at an early stage, the
co-ordination of printed and electronic proposals to airlines is a priority for
the division and we anticipate further developments in this area.
The geographical development of Dawson Media Direct`s traditional print media
business continues with encouraging early trading in our newly established
operations in France and Spain. Further European opportunities are currently
being reviewed together with development potential in the Middle East and Asia.
The successful relationships already established with US publishers have also
been used to form the basis of an expanding US operation in partnership with an
established airline service provider in the US. We anticipate continued
development as we grow our presence with domestic US airlines.
The world`s airlines continue to show confidence in Dawson Media Direct`s
service as demonstrated by Virgin Atlantic`s decision to renew its supply
agreement on a long term basis, and the signing of a contract for the worldwide
supply of printed media for international flights with American Airlines, the
world`s largest carrier.
Dawson Marketing Services
The initial part of the period was concentrated on the smooth closure of the
bulk travel brochure business. This was completed successfully, leaving a small
but profitable business providing point of sale fulfilment services primarily in
the electronic games, automotive, pharmaceutical and charity sectors.
We are currently reviewing the strategic options for this business.
Summary
We have a solid business with a high proportion of contracted revenue. Dawson
News is at the forefront of its industry, due to the investment in service and
efficiency improvements we have implemented, and we continue to evaluate
opportunities for geographical expansion which would enhance shareholder value.
In addition, continued good progress in our Media Direct and Books businesses
positions them well to take advantage of their growth opportunities.
Peter Harris
Chief Executive
5th June 2006
Financial Review
International Financial Reporting Standards
As noted earlier, full reconciliations of the 2005 comparative financial
information from UK GAAP to IFRS are included in Appendices to the Interim
Statements.
An indication of the impact of adopting IFRS on the current interim period is
summarised below. The two most significant adjustments relate to recognising the
group`s obligations in respect of defined benefit pension commitments and also
in respect of a put option granted to the minority shareholders of Solent SD
Limited.
Retirement benefit obligation
The net retirement benefit (pension) obligation recognised in the balance sheet
at 1st April 2006 under IFRS is £8.5m. This represents the present value of the
defined benefit obligation as reduced by the fair value of scheme assets.
The consolidated income statement for the 26 weeks ended 1st April 2006 now
includes the interest cost on the scheme liabilities (£1.4m charge) as well as
the expected return on scheme assets (£1.2m credit). Conversely, the income
statement no longer includes any part of the cost of funding the pre-existing
obligation. Additional pension contributions made during the period amounted to
£0.6m.
Post tax, the effect of these adjustments has been to increase reported profit
for the current half-year by £0.3m.
Solent put option
The group has a financial liability in respect of a put option granted to the
minority shareholders of Solent SD Limited over their unquoted shares in this
subsidiary undertaking. The minimum liability increases annually in accordance
with the General Index of Retail Prices. At 1st April 2006, this stood at £5.2m.
Had IFRS 3, Business Combinations, been applied to the original acquisition of
Solent SD Limited in 1995, the assumption of the initial liability
(approximately £4.0m) would have been deemed part of the acquisition cost and
thereby increased the goodwill balance. As it is considered impractical to
retrospectively apply IFRS 3 from 1995, particularly in terms of time and
expense, the group has taken advantage of the transitional provisions available
on adoption of IFRSs and retained goodwill at its UK GAAP carrying value.
Application of these transitional rules thus results in a cumulative charge
against shareholders` funds of £5.2m upon recognition of the financial liability
within net assets as at 1st April 2006.
The annual increase is progressively charged to the income statement as a
finance cost. For the 26 weeks ended 1st April 2006 the increase amounted to
just under £0.1m.
Other items
Goodwill amortisation of £0.5m that would have been charged under UK GAAP is not
charged under IFRS.
Overall, the profit for the current period under UK GAAP would have been £4.9m,
in comparison to the reported profit under IFRS of £5.6m.
Financing
Net debt relating to banks and leasing arrangements, (excluding the financial
liability in respect of Solent SD Limited), totalled:
At At At
2nd April 1st April 1st October
2006 2005 2005
£m £m £m
Net debt 20.6 24.6 20.5
Seasonal factors have traditionally led to higher net debt at the half year end
than at the year end. The average net debt in the period under the above
facilities was £13.8m compared to £14.3m in the comparable period and £15.6m for
the previous year as a whole.
Taxation
26 weeks to 53 weeks to
1st April 1st October
2006 2005
£m £m
Profit before tax from continued operations 7.6 17.4
Less: capital gains (1.2) (0.4)
Profit before tax excluding capital gains 6.4 17.0
Tax on profit on ordinary activities 2.1 4.9
Effective rate of tax 33% 29%
There will be no net tax on the exceptional item as the capital gain can be
offset against capital losses brought forward.
The effective rate of tax in 2005 was unusually low because of credits in
respect of prior years` tax charges.
David Lowther
Group Finance Director
5th June 2006
Consolidated Income Statement
For the 26 weeks ended 1st April 2006
Unaudited Unaudited Audited
26 weeks to 27 weeks to 53 weeks to
1st April 2nd April 1st October
2006 2005 2005
(Appendix 2) (Appendix 4)
£m £m £m
Continuing operations
Revenue Note 1 344.5 358.8 700.4
Net operating costs (337.5) (348.8) (682.0)
-------------------------------------
Profit from operations Note 1 7.0 10.0 18.4
Profit on exchange of contract
rights Note 2 1.2 - -
Profit on disposal of investment
property Note 2 - - 0.4
Income from associates Note 1 0.1 0.1 0.2
Investment income 1.3 1.0 2.2
Finance costs (2.0) (1.9) (3.8)
-------------------------------------
Profit before tax 7.6 9.2 17.4
Tax (2.1) (2.9) (4.9)
-------------------------------------
Profit for the period from
continuing operations 5.5 6.3 12.5
Discontinued operations
Profit/(loss) for the period
from discontinued operations Note 3 0.1 (0.3) (2.0)
-------------------------------------
Profit for the period 5.6 6.0 10.5
-------------------------------------
Attributable to:
Equity holders of the Company 5.5 5.8 10.1
Minority interest 0.1 0.2 0.4
-------------------------------------
5.6 6.0 10.5
-------------------------------------
Earnings per share
Continuing operations
Basic earnings per share Note 4 8.5p 9.5p 17.4p
-------------------------------------
Diluted earnings per share Note 4 8.4p 9.4p 17.2p
-------------------------------------
Continuing and discontinued
operations
Basic earnings per share Note 4 8.7p 9.0p 16.1p
-------------------------------------
Diluted earnings per share Note 4 8.6p 8.9p 15.9p
-------------------------------------
Consolidated Statement of Recognised Income and Expense
For the 26 weeks ended 1st April 2006
Unaudited Unaudited Audited
26 weeks to 27 weeks to 53 weeks to
1st April 2nd April 1st October
2006 2005 2005
£m £m £m
Exchange differences on
translation of foreign
operations 0.1 - -
Actuarial gains/(losses) on
defined benefit pension schemes 3.4 (2.7) (4.6)
Tax on items taken directly to
equity (1.0) 0.8 1.4
UK deferred tax attributable to
pension scheme liabilities (0.2) (0.2) (0.4)
UK current tax attributable to
additional pension scheme
contributions 0.2 0.2 0.4
-------------------------------------
Net income/(expense) recognised
directly in equity 2.5 (1.9) (3.2)
Profit for the period 5.6 6.0 10.5
-------------------------------------
Total recognised income and
expense for the period 8.1 4.1 7.3
-------------------------------------
Attributable to:
Equity holders of the Company 8.0 3.9 6.9
Minority interest 0.1 0.2 0.4
-------------------------------------
8.1 4.1 7.3
-------------------------------------
Consolidated Balance Sheet
As at 1st April 2006
Unaudited Unaudited Audited
1st April 2nd April 1st October
2006 2005 2005
(Appendix 3) (Appendix 5)
£m £m £m
Assets
Non-current assets
Goodwill and intangible assets 15.8 15.6 15.7
Property, plant and equipment 17.5 18.8 18.4
Investment property - 1.3 -
Investments in associates Note 5 2.9 0.9 1.0
Other investments 1.0 0.5 1.0
Trade and other receivables 0.2 0.2 0.2
Deferred tax asset 2.3 2.9 3.3
-------------------------------------
39.7 40.2 39.6
-------------------------------------
Current assets
Inventories 2.2 1.8 1.7
Trade and other receivables 38.6 36.9 35.0
Cash and cash equivalents Note 7 3.8 4.5 7.8
-------------------------------------
44.6 43.2 44.5
-------------------------------------
Total assets 84.3 83.4 84.1
-------------------------------------
Liabilities
Current liabilities
Trade and other payables (51.8) (50.4) (49.3)
Current tax liabilities (4.1) (3.8) (2.9)
Financial liabilities Note 7 (17.4) (21.8) (21.2)
Short-term provisions (1.3) (0.6) (1.8)
-------------------------------------
(74.6) (76.6) (75.2)
-------------------------------------
Non-current liabilities
Financial liabilities Note 7 (12.2) (12.4) (12.3)
Retirement benefit obligation Note 8 (8.5) (11.2) (12.3)
Long-term provisions (0.9) (1.5) (1.3)
-------------------------------------
(21.6) (25.1) (25.9)
-------------------------------------
Total liabilities (96.2) (101.7) (101.1)
-------------------------------------
Net liabilities (11.9) (18.3) (17.0)
-------------------------------------
Equity
Attributable to equity holders
of the Company Share capital Note 10 0.6 0.6 0.6
Share premium account Note 10 6.0 5.8 6.0
Reserve for treasury shares Note 10 (0.3) (0.2) (0.3)
Translation reserve Note 10 0.1 - -
Retained loss Note 10 (18.3) (24.5) (23.3)
-------------------------------------
(11.9) (18.3) (17.0)
Minority equity interests Note 10 - - -
-------------------------------------
Net shareholders` deficit (11.9) (18.3) (17.0)
-------------------------------------
Consolidated Cash Flow Statement
For the 26 weeks ended 1st April 2006
Unaudited Unaudited Audited
26 weeks to 27 weeks to 53 weeks to
1st April 2nd April 1st October
2006 2005 2005
£m £m £m
Net cash from operating
activities Note 6 3.0 (9.9) (1.8)
-------------------------------------
Investing activities
Interest received 0.1 - 0.1
Dividends received from
associates 0.1 0.1 0.2
Sale of property, plant and
equipment 0.1 0.1 0.2
Sale of investment property Note 2 1.7 - -
Purchase of property, plant and
equipment (1.1) (1.0) (2.6)
Expenditure on intangible assets (0.2) (0.2) (0.3)
Acquisition of unincorporated
business - (1.7) (1.7)
Purchase of interest in associate (0.4) - -
Purchase of trade investment - - (0.5)
Loans to associates
(advanced)/repaid (0.3) 0.1 0.1
-------------------------------------
- (2.6) (4.5)
-------------------------------------
Financing activities
Dividends paid (2.9) (2.8) (4.7)
Repayment of bank and other loans - (5.3) (5.4)
Repayment of finance lease
obligations (0.2) (0.2) (0.6)
Purchase of treasury shares - - (0.3)
Sale of treasury shares - - 0.1
Issue of ordinary share capital - - 0.2
Payments made to minority
shareholders (0.2) (0.2) (0.4)
-------------------------------------
(3.3) (8.5) (11.1)
-------------------------------------
Decrease in cash and cash
equivalents Note 7 (0.3) (21.0) (17.4)
Net (overdrafts)/cash and cash
equivalents at beginning of
period (7.9) 9.5 9.5
Effect of foreign exchange rate
changes - - -
-------------------------------------
Net overdrafts at end of period (8.2) (11.5) (7.9)
-------------------------------------
Analysis of net (overdrafts)/cash and
cash equivalents
Cash and cash equivalents 3.8 4.5 7.8
Overdrafts (12.0) (16.0) (15.7)
-------------------------------------
(8.2) (11.5) (7.9)
-------------------------------------
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
1. Business segments
For management purposes, the group is currently organised into four operating
divisions - Dawson News, Dawson Books, Dawson Media Direct and Dawson Marketing
Services. These divisions are the basis on which the group reports its primary
segment information.
Dawson News provides wholesale and specialist news distribution services.
Dawson Books provides shelf-ready books, and a variety of added value services,
to professional, academic, corporate and public library markets throughout the
world. Dawson Media Direct (DMD) provides inflight management services,
including specialist distribution to the airline industry, as well as niche
delivery and subscription management.
Dawson Marketing Services (DMS) currently provides marketing support and
logistics services through an effective integration of stock management, web
reporting and distribution arrangements. It was also previously involved with
travel brochure distribution. This latter activity was discontinued with effect
from October 2005.
Segment information about these businesses is presented below.
Summary of continuing activities
Unaudited Unaudited Audited
26 weeks to 27 weeks to 53 weeks to
1st April 2nd April 1st October
2006 2005 2005
£m £m £m
Revenue
Dawson News 307.2 318.1 623.3
Dawson Books 25.2 23.8 48.2
Dawson Media Direct and
Dawson Marketing Services 12.1 16.9 28.9
-------------------------------------
344.5 358.8 700.4
-------------------------------------
Profit from operations
Dawson News 5.9 8.5 15.7
Dawson Books 1.1 1.2 2.4
Dawson Media Direct and
Dawson Marketing Services 0.8 1.1 2.2
Unallocated corporate
expenses (0.8) (0.8) (1.9)
-------------------------------------
7.0 10.0 18.4
-------------------------------------
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
1. Business segments (continued)
Total activities for the 26 weeks ended 1st April 2006
+---------------------------+
| | Exclude Total
|Dawson Dawson DMD and |discontinued continuing
| News Books DMS | operations operations
| £m £m £m | £m £m
| |
Revenue | |
External sales | 307.2 25.2 12.1 | - 344.5
Inter-segment sales | - - - | - -
|---------------------------|-------------------------
| 307.2 25.2 12.1 | - 344.5
|---------------------------|
| |
Segment result | 5.9 1.1 1.0 | (0.2) 7.8
|---------------------------|-------------------------
|---------------------------|-------------
Unallocated corporate | |
expenses | | (0.8)
| | -----------
Profit from operations | | 7.0
| |
Profit on exchange of | |
contract rights | 1.2 | 1.2
Share of result of associates| 0.1 - | 0.1
|--------- ---------|-------------------------
+---------------------------+
Net finance costs (0.7)
----------
Profit before tax 7.6
----------
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
1. Business segments (continued)
Total activities for the 27 weeks ended 2nd April 2005
+--------------------------+
| | Exclude Total
|Dawson Dawson DMD and | discontinued Other continuing
| News Books DMS | operations eliminations operations
| £m £m £m | £m £m £m
| |
Revenue | |
External sales| 318.1 23.8 21.0 | (4.1) - 358.8
Inter-segment | |
sales | 0.5 - - | - (0.5) -
|--------------------------|-----------------------------------------
| 318.6 23.8 21.0 | (4.1) (0.5) 358.8
|--------------------------|-----------------------------------------
| |
Segment result| 8.5 1.2 0.6 | 0.5 - 10.8
|--------------------------|-----------------------------------------
| |
Unallocated | |
corporate | |
expenses | | (0.8)
|--------------------------|--------------------------------
Profit from | |
operations | | 10.0
| |
Share of | |
result of | |
associates | 0.1 | 0.1
|-------- |
+--------------------------+
Net finance
costs (0.9)
----------
Profit before
tax 9.2
----------
Total activities for the 53 weeks ended 1st October 2005
+-------------------------- +
| | Exclude Total
|Dawson Dawson DMD and |discontinued Other continuing
| News Books DMS | operations eliminations operations
| £m £m £m | £m £m £m
| |
Revenue | |
External sales| 623.3 48.2 36.1 | (7.2) - 700.4
Inter-segment | |
sales | 1.0 - - | - (1.0) -
|---------------------------|-----------------------------------------
| 624.3 48.2 36.1 | (7.2) (1.0) 700.4
|---------------------------|-----------------------------------------
| |
Segment result| 15.7 2.4 1.0 | 1.2 - 20.3
|---------------------------|-----------------------------
| |
Unallocated | |
corporate | |
expenses | | (1.9)
| | ------------
Profit from | |
operations | | 18.4
| |
Closure | (1.7)| 1.7 -
costs | |
Profit on | |
disposal of | |
property | | 0.4
| |
Share of | |
result of | |
associates | 0.2 | 0.2
|-------- |
+---------------------------+
Net finance
costs (1.6)
------------
Profit before
tax 17.4
------------
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
2. Exceptional items
Exceptional items are those items that the group considers to be one-off and/or
material in nature that should be brought to the reader`s attention.
Profit on
exchange of Disposal of Net impact of
contract Closure investment exceptional
rights costs property items
2006 2005 2005 2005
£m £m £m £m
Profit on exchange of
contract rights 1.2 - - -
Direct costs of closure - (1.0) - (1.0)
Provision for future
property costs - (0.6) - (0.6)
Losses on disposal of
fixed assets - (0.1) - (0.1)
Profit on disposal of
investments - - 0.4 0.4
--------------------------------------------------
1.2 (1.7) 0.4 (1.3)
Taxation effect of
exceptional items - 0.5 0.2 0.7
--------------------------------------------------
Net effect on profit after
tax 1.2 (1.2) 0.6 (0.6)
--------------------------------------------------
During the 26 weeks ended 1st April 2006 the group transferred its interest in
certain magazine distribution contracts in the southwest London area to another
wholesaler. In return, the group received a further 20% shareholding in T Cox &
Son (Tonbridge) Limited, an existing associate (taking the group`s total holding
to 40%). The fair value of the contractual rights and privileges transferred and
the shares received are considered to be equivalent, and both are estimated at
£1.2m. However, as the contracts had no carrying value in the group`s balance
sheet there is effectively no cost of disposal to offset against the proceeds
received. As a result, a non-cash profit of £1.2m is created
A capital tax charge of £0.4m arises on the exceptional income, although this is
offset by the availability of capital losses to leave a net taxation provision
of £nil. At 1st October 2005, the group had approximately £11m of capital losses
available for offset against current and future capital gains.
There were no exceptional items during the 27 weeks ended 2nd April 2005.
In the latter half of the 53 weeks ended 1st October 2005 the group undertook
closure of the Abingdon operations of Dawson Marketing Services, comprising the
storage and distribution of bulk travel brochures plus ancillary activities. The
direct costs of closure amount to £1.0m, of which £0.4m was spent prior to 1st
October 2005. In addition, full provision was made for future property costs in
relation to the now vacant premises at Abingdon.
Also in the latter half of the 53 weeks ended 1st October 2005, the group
disposed of the last of its investment properties for net consideration of
£1.7m. This represented a profit of £0.4m against the carrying value (£1.3m).
The proceeds were received in full on 3rd October 2005 and were represented by a
debtor of £1.7m in the balance sheet as at 1st October 2005.
As the group had sufficient capital losses available to offset the chargeable
gain, no tax charge arose on the disposal. Furthermore, as no timing differences
remained in respect to investment properties, deferred tax of £0.2m was credited
back to the consolidated income statement.
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
3. Discontinued activities
The travel brochure distribution activities of Dawson Marketing Services were
discontinued with effect from October 2005. The results of these discontinued
activities were as follows:
Unaudited Unaudited Audited
26 weeks to 27 weeks to 53 weeks to
1st April 2nd April 1st October
2006 2005 2005
£m £m £m
Revenue - 4.1 7.2
Net operating income/(costs) 0.2 (4.6) (8.4)
--------------------------------------------------
Profit/(loss) from operations 0.2 (0.5) (1.2)
Loss arising from closure - - (1.7)
--------------------------------------------------
Profit/(loss) before tax 0.2 (0.5) (2.9)
Taxation (charge)/credit (0.1) 0.2 0.9
--------------------------------------------------
Profit/(loss) after tax 0.1 (0.3) (2.0)
--------------------------------------------------
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
4. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to
ordinary shareholders by the weighted average number of ordinary shares in issue
during the period. Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares in issue on the assumption of
conversion of all potential dilutive ordinary shares.
Unaudited
Unaudited 27 weeks to Audited
26 weeks to 2nd April 53 weeks to
1st April 2006 2005 1st October 2005
-------------------------------------------------------------
Before Before Total
exceptional exceptional
items Total items
£m £m £m £m £m
Net profit/(loss)
attributable
to equity holders of
the
parent company:
Continuing operations 4.2 5.4 6.1 11.5 10.9
Discontinued operations 0.1 0.1 (0.3) (0.8) (0.8)
-------------------------------------------------------------
4.3 5.5 5.8 10.7 10.1
-------------------------------------------------------------
Million Million Million Million Million
Weighted average number
of ordinary shares 63.2 63.2 63.1 63.1 63.1
Dilution effect of share
options 1.3 1.3 0.8 0.7 0.7
-------------------------------------------------------------
Diluted weighted
average
number of ordinary
shares 64.5 64.5 63.9 63.8 63.8
-------------------------------------------------------------
Pence Pence Pence Pence Pence
Basic earnings per
share
Continuing operations 6.6 8.5 9.5 18.4 17.4
Discontinued operations 0.2 0.2 (0.5) (1.3) (1.3)
-------------------------------------------------------------
Total operations 6.8 8.7 9.0 17.1 16.1
-------------------------------------------------------------
Diluted earnings per
share
Continuing operations 6.5 8.4 9.4 18.2 17.2
Discontinued operations 0.2 0.2 (0.5) (1.3) (1.3)
-------------------------------------------------------------
Total operations 6.7 8.6 8.9 16.9 15.9
--------------------------------------------------------------
Earnings per share before exceptional items has been provided to give a better
indication of the group`s underlying trading. Continuing operations for the 26
weeks ended 1st April 2006 exclude £1.2m profit on exchange of contract rights
(Note 2). Continuing operations for the 53 weeks ended 1st October 2005 exclude
£0.6m post-tax profit on disposal of an investment property (Note 2)
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
5. Investment in associates
During the 26 weeks ended 1st April 2006, the group acquired a 50% interest in
Phantom Media Limited, a small business whose main activity is the sourcing and
provision of inflight entertainment content, for consideration of £0.4m.
Also during the 26 weeks ended 1st April 2006, the group acquired additional
shares in T Cox & Son (Tonbridge) Limited valued at £1.2m (see Note 2).
6. Net cash from operating activities
Unaudited Unaudited Audited
26 weeks to 27 weeks to 53 weeks to
1st April 2nd April 1st October
2006 2005 2005
£m £m £m
Profit from continuing operations 7.0 10.0 18.4
Profit/(loss) from discontinued
operations 0.2 (0.5) (2.9)
---------------------------------------
Profit from total operations 7.2 9.5 15.5
Adjustments for:
Depreciation of property, plant and
equipment 1.8 1.8 3.6
Amortisation of intangible assets 0.1 - 0.1
Profit on disposal of property,
plant and equipment - - (0.1)
Funding of retirement benefit
obligations (0.6) (0.4) (1.2)
Share based payment expense - - 0.1
(Decrease)/increase in provisions (0.9) (0.1) 0.9
---------------------------------------
7.6 10.8 18.9
Movements in working capital:
Increase in inventories (0.5) (0.2) (0.1)
Increase in receivables (5.1) (7.1) (3.5)
Increase/(decrease) in payables 2.4 (10.6) (11.6)
---------------------------------------
Cash generated/(absorbed) by
operations 4.4 (7.1) 3.7
Tax paid (0.9) (2.1) (4.2)
Interest paid (0.5) (0.7) (1.3)
---------------------------------------
Net cash from operating activities 3.0 (9.9) (1.8)
---------------------------------------
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
7. Reconciliation of movement in net debt
At At
1st 1st
October Cash April
2005 flow 2006
£m £m £m
Cash and cash equivalents 7.8 (4.0) 3.8
Overdrafts (15.7) 3.7 (12.0)
--------
(0.3)
Loans due after 1 year (12.1) - (12.1)
Loans due within 1 year - - -
Finance leases (0.5) 0.2 (0.3)
----------------------------
(20.5) (0.1) (20.6)
Solent put option (5.2) - (5.2)
----------------------------
Net debt (25.7) (0.1) (25.8)
----------------------------
Net debt is presented in the balance sheet as
follows:
Cash and cash equivalents 7.8 3.8
Financial liabilities - current (21.2) (17.4)
Financial liabilities - non current (12.3) (12.2)
------------ -----------
(25.7) (25.8)
------------ -----------
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
8. Retirement benefit obligation
In the UK, the Dawson Holdings PLC Group Pension Fund has both a defined
contribution section and a defined benefit section. The defined benefit section
was closed to new entrants with effect from 1st July 2000. The assets of this
fund are held in Trust, separately from the assets of the group. In addition,
the group has an unfunded obligation to pay ex-gratia pensions on a defined
benefit basis to certain former employees and their spouses.
The amount included in the balance sheet arising as a result of the group`s
commitments in respect of defined benefit obligations is as follows:
Unaudited Unaudited Audited
As at As at As at
1st April 2nd April 1st October
2006 2005 2005
£m £m £m
Dawson Holdings PLC Pension Fund:
Present value of defined benefit
obligations (56.4) (48.0) (54.4)
Fair value of scheme assets 48.3 37.2 42.5
-------------------------------------
Deficit in fund (8.1) (10.8) (11.9)
Add: ex-gratia (unfunded) defined
benefit obligation (0.4) (0.4) (0.4)
-------------------------------------
Total liability recorded in the balance
sheet (8.5) (11.2) (12.3)
-------------------------------------
Movement in the defined benefit obligation during the period
Unaudited Unaudited Audited
26 weeks to 27 weeks to 53 weeks to
1st April 2nd April 1st October
2006 2005 2005
£m £m £m
Benefit obligation at
the beginning of the
period (12.3) (8.7) (8.7)
Current service cost (0.8) (0.6) (1.2)
Amortisation of past
service cost - - (0.1)
Employer contribution 1.4 1.0 2.5
Interest cost (1.4) (1.2) (2.3)
Expected return on
scheme assets 1.2 1.0 2.1
Actuarial gain on scheme
assets 3.4 1.2 4.3
Actuarial loss on
retirement benefit
obligation - (3.9) (8.9)
---------------------------------------
Benefit obligation at
the end of the period (8.5) (11.2) (12.3)
---------------------------------------
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
9. Dividends
Unaudited Unaudited Audited
26 weeks to 27 weeks to 53 weeks to
1st April 2nd April 1st October
2006 2005 2005
£m £m £m
Amounts recognised as distributions to
equity holders in
the period:
Final dividend for the year ended 25th
September 2004 of 4.5p per share - 2.9 2.9
Interim dividend for the year ended 1st
October 2005 of 2.9p per share - - 1.8
Final dividend for the year ended 1st
October 2005 of 4.6p per share 2.9 - -
---------------------------------------
2.9 2.9 4.7
---------------------------------------
Proposed interim dividend for the year
ended 30th
September 2006 of 2.9p
per share 1.8
----------
The proposed interim dividend was recommended by the Board on 5th June 2006 and
has not been included as a liability in the balance sheet as at 1st April 2006.
It is to be paid on 14th July 2006 to shareholders on the register on 16th June
2006.
Notes to the Interim Statement
For the 26 weeks ended 1st April 2006
10. Consolidated statement of changes in shareholders` equity
Reserve
Share for Minority
Share premium treasury Translation Retained equity Total
capital account shares reserve loss interest equity
£m £m £m £m £m £m £m
At 25th
September 2004 0.6 5.8 (0.2) - (25.5) - (19.3)
Retained profit for
the period 5.8 0.2 6.0
Actuarial losses (2.7) (2.7)
Tax on actuarial
losses 0.8 0.8
Final dividend
for 2003/04 (2.9) (2.9)
Disbursements
to minorities (0.2) (0.2)
------------------------------------------------------------------------
At 2nd April
2005 0.6 5.8 (0.2) - (24.5) - (18.3)
Arising on
issue of
shares 0.2 0.2
Purchase of
shares by ESOP (0.3) (0.3)
Sale of shares
by ESOP 0.1 0.1
Share-based
payment
expense 0.1 0.1
Retained
profit for
the period 4.3 0.2 4.5
Actuarial
losses (1.9) (1.9)
Tax on
actuarial
losses 0.6 0.6
Interim
dividend for
2004/05 (1.8) (1.8)
Disbursements
to minorities (0.2) (0.2)
------------------------------------------------------------------------
At 1st October 0.6 6.0 (0.3) - (23.3) - (17.0)
------------------------------------------------------------------------
At 1st October
2005 0.6 6.0 (0.3) - (23.3) - (17.0)
Exchange
differences 0.1 0.1
Retained
profit for
the period 5.5 0.1 5.6
Actuarial
gains 3.4 3.4
Tax on
actuarial
gains (1.0) (1.0)
Final dividend
for 2004/05 (2.9) (2.9)
Disbursements
to minorities (0.1) (0.1)
------------------------------------------------------------------------
At 1st April
2006 0.6 6.0 (0.3) 0.1 (18.3) - (11.9)
------------------------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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