4imprint Group plc
Annual Report and Accounts 2014
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ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
4imprint Group plc
Annual Report and Accounts 2014
Promoting growth
4imprint Group
4imprint is a UK listed promotional products business and the
leading direct marketer of promotional products in the USA,
Canada, the UK and Ireland. 96% of its revenue is generated in the
USA and Canada, the business also serves UK and Irish customers
out of its base in Manchester, England.
In 2014, 4imprint delivered organic growth in line with its strategy
of gaining market share in the large and highly fragmented
markets in which it operates. Following the disposal of SPS, a UK
based manufacturing business, in February 2014, 4imprint Direct
Marketing is the sole business of the 4imprint Group.
The Group has also continued to reduce the risk of its legacy
defined benefit pension scheme, in line with its strategy.
Revenue† ($m) –
continuing
operations
Underlying* PBT†
($m) – continuing
operations
Underlying* EPS† and
dividend per share (cents) –
continuing operations
Net cash ($m)
EPS
Dividend
415.8
27.86
73.48
25.99
332.9
290.8
19.55
55.55
18.30
17.25
14.57
39.67
32.41
27.56
23.55
2012
2013
2014
2012
2013
2014
2012
2013
2014
2012
2013
2014
* Underlying is before share option related charges, defined benefit pension charges and exceptional items.
† Restated for the change in presentational currency to US dollars.
Highlights
financial – continuing operations
Revenue
2014
2013
(restated)†
$m
$m
415.77 332.94
Change
+25%
Underlying* profit before tax
27.86
19.55
+42%
Profit before tax
23.34
14.47
+61%
Underlying* basic EPS (cents)
73.48
55.55
+32%
Basic EPS (cents)
59.73
40.11
+49%
Proposed total dividend per share (cents)
32.41
27.56
+18%
Proposed total dividend per share (pence) 20.45
17.00
+20%
* Underlying is before share option related charges, defined benefit pension charges and exceptional items.
† Restated for the change in presentational currency to US dollars.
operational
• Strong organic revenue growth in both North America
(96% of revenue) and UK
– Orders 24% ahead of 2013
– More than 780,000 orders received
– Re-order rates continue to be strong
• 79% of the pension liability now insured
• Robust financial position; net cash $18.30m
• Planned $9m infrastructure investment in the North American
business in 2015 to support growth
2 Chairman’s statement
3 Strategic report
– 5 Operating review
– 7 Finance review
14 Board of Directors
15 Directors’ report
17 Statement on Corporate
Governance
23 Annual statement by the
Chairman of the
Remuneration Committee
24 Remuneration report
37 Statement of Directors’
responsibilities
38 Independent auditors’
report – Group
43 Group income statement
44 Group statement of
comprehensive income
45 Group balance sheet
46 Group statement of
changes in
Shareholders’ equity
47 Group cash flow
statement
48 Notes to the financial
statements
75 Independent auditors’
report – Company
77 Company balance sheet
78 Statement of changes
in Company Shareholders’
equity
79 Company cash flow
statement
80 Notes to the Company’s
financial statements
87 Five year financial record
88 Registered office and
Company advisers
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1
4imprint Group plc Annual Report and Accounts 2014additional informationREVIEWGovernanceaccounts
chairman’s statement
2014 was another year of good progress for the Group. Even by the
growth standards established in prior years, the direct marketing business,
now the Group’s sole business, had an exceptional year.
Measured in US dollars, now the reporting currency of the Group, revenue and
underlying operating profit grew by 25% and 42% respectively.
All growth is organic and is the consequence of data-driven marketing, using
both traditional and internet based techniques. The performance has been
enhanced, primarily, by the expansion of online marketing. The interaction
between the different customer acquisition techniques remains key to the
business’ growth, which continued to be well ahead of the growth of its
underlying market.
The business, with its low capital intensity, again generated pre-tax operating
cash inflow broadly in line with underlying operating profit.
During 2014, a further substantial step was taken in removing the risk of the
legacy defined benefit pension scheme by means of a buy-in with an insurance
company. During 2015 further steps will be taken towards converting this into a
buy-out, substantially removing the liability for pensions in payment.
As announced in December 2014, the Group will, from 31 March 2015, adjust
its management responsibilities fully to reflect the evolution of the Group to
a primarily US based business. Kevin Lyons-Tarr, CEO of the Direct Marketing
business and an existing member of the Board, will be appointed CEO of 4imprint
Group plc. Gillian Davies, Group Finance Director, will be leaving the Group and
the Board wishes to thank her for her significant contribution over the past 10
years. David Seekings, who has been CFO of the Direct Marketing business since
2000, will become CFO of 4imprint Group plc.
Early indications for 2015 are positive and in line with our aspirations.
John Poulter
Chairman
4 March 2015
2
4imprint Group plc Annual Report and Accounts 2014 Group revenue
25% growth in
42% growth in underlying
32% growth in underlying
earnings per share
profit before tax
strategic report
4imprint is the leading direct marketer of promotional products in the
USA, Canada, the UK and Ireland. Its strategy is to deliver profitable
organic growth, gaining market share in the large and highly fragmented
promotional product markets in which it operates. This is achieved
through ongoing investment in marketing, people and technology.
4imprint’s strategy is to maximise organic revenue growth, at broadly stable profit
margin. With revenue growth in the period in continuing operations of 25%,
underlying* profit before tax growth of 42% and underlying* basic EPS growth
of 32%, 2014 represented another year of delivery of this strategy.
4imprint is in a strong financial position, with net cash. Low working capital
requirements allow growth to be funded through increased marketing spend
whilst still generating cash. The business will continue to focus its resources on
this profitable and cash generative revenue growth, whilst continuing to reduce
the risk and size of its legacy defined benefit pension scheme.
Business
4imprint sells an extensive range of customised products to individuals in
businesses and organisations of all sizes. Hundreds of thousands of orders
are processed each year and each one is individually customised with the
customer’s brand or logo. Items are imprinted and shipped directly to
customers by 4imprint’s suppliers.
4imprint provides an easy and convenient order process, allowing customers
to purchase in a simple and secure way online or via telephone, with
emphasis on excellent customer service, which is backed by service level
guarantees. Organic growth is delivered by using a range of data-driven,
offline and online direct marketing techniques to capture market share in
the large and highly fragmented promotional products markets it serves.
Background
Promotional products are purchased by a wide range of individuals within all
types and sizes of businesses and organisations. These products have a wide
range of uses: as an integral part of sales and marketing activities; recruitment
and recognition schemes; health and safety programmes; and other initiatives
to make a connection between the customer’s organisation and the recipient.
The range of products is diverse from basic giveaways such as pens, bags and
drinkware to more exclusive products such as embroidered clothing, business
gifts and full colour trade show displays.
market
4imprint is the largest direct marketer of promotional products in both the US and
Canadian promotional products markets, which together total $25 billion, and
in the £880 million UK market. The promotional products market place is highly
fragmented. The largest market, the USA, is served by more than 23,000 distributors,
of which more than 90% each have annual sales of less than $2.5 million.
The US and Canadian markets are serviced out of the principal office in
Wisconsin, USA and the UK and Irish markets out of an office in Manchester, UK.
no.1
direct marketer of
promotional products
in the US and Canada
Business model
4imprint’s business model allows it to access millions of potential customers,
offering thousands of customised products.
Customers are offered an easy and convenient way to purchase an extensive
range of products via telephone or online, with the assistance of a highly skilled
customer service team. They receive free samples, free artwork and service level
guarantees such as lowest price, on time delivery or free and total satisfaction
or money back. 4imprint has a strong service culture, committed to equipping
employees with the training and tools to deliver a superior customer experience
which is a key component of growth.
Partnerships with suppliers facilitate rapid and efficient deliveries against short
* Underlying is before share option
related charges, defined benefit
pension charges and exceptional items.
3
4imprint Group plc Annual Report and Accounts 2014additional informationREVIEWGovernanceaccounts strategic report continued
lead times, underpinning 4imprint’s service guarantees and allowing 4imprint to
expand its product range without significant investment in inventory. A dedicated
merchandising team works with suppliers, continually updating the product
range, which comprises tens of thousands of products, to ensure that the
business offers customers an extensive product choice, including products which
are exclusive to 4imprint.
Growth is achieved through investment in marketing to increase the customer
base. A wide range of innovative offline and online direct marketing techniques
are used to acquire an increasing number of new customers. Once a customer
has been acquired, targeted marketing such as Blue Boxes™ (product samples
and tailored individual marketing packages sent to customers), catalogues,
internet advertising and subscription e-mails are used to retain customers and
generate further purchases.
This model is backed by innovative proprietary technology which provides a fast
and simple experience for the customer, together with an efficient platform for
processing hundreds of thousands of customised orders to tight lead times and
seamless interfaces with key suppliers. Sophisticated database analytics support
the targeted marketing to millions of potential and existing customers.
4imprint has developed its competitive advantage through the investment of
cash flow to increase its market share, continually developing and enhancing
bespoke marketing methods and proprietary technology. The continued growth
of the business increases the competitive barriers to entry created by its scale and
complexity.
financials
Double-digit annual revenue growth has been achieved consistently over a
number of years. This is driven by increasing the number of customers acquired
each year and maintaining the rate at which customers repurchase. More than
30% of new customers place further orders within one year of acquisition and
more than 40% within two years.
4imprint has grown significantly ahead of the North American promotional
products market, consistently gaining market share. Growth has been achieved
organically, driven by revenue investment in marketing, technology and people.
Even after this investment, the business generates substantial operating cash
flow. This is driven by low fixed and working capital requirements, working
capital is generally less than 5% of annual revenue, due to limited inventory and
a high proportion of customer payments being made by credit card.
Employee engagement
The contribution of each of its employees is key to 4imprint’s success and the
business is committed to a culture which encourages the training, development,
wellbeing and participation of each employee. For each of the last seven years,
the North American business has been named a top 25 medium sized best
workplace in the USA.
Employees are informed of business objectives through quarterly briefings and
are encouraged to contribute to the development of the business through these
briefings and team meetings. All employees participate in a ‘gain share’ plan
which is paid on a quarterly basis, dependent upon meeting specified targets
which are regularly discussed with and communicated to them.
Training and development of new employees is usually carried out in-house and
covers job specific skills and other soft skills required for their role. In addition,
employees are regularly offered ongoing training to encourage their development
in a variety of business related subjects, personal development, wellness and
other areas.
4imprint’s new digital magazine Amplify
The North American business, which is predominantly office based, has a
wellness programme for its employees to mitigate health and safety risks.
Employees are offered health risk assessments on site as well as a range of
4
4imprint Group plc Annual Report and Accounts 2014 other services, such as nurse practitioner, nutritionist, physical therapist and
exercise classes.
The business recognises the importance and benefit of ensuring employee
diversity and strives to create a culture which recruits and promotes the
development of all employees regardless of background or gender. At 27
December 2014, women made up 76% of total employees and 33% of the
senior management team.
The North American business runs a ‘one by one®’ charitable giving programme
which reflects its culture and philosophy. Each business day, the business gives a
non-profit organisation $500 in promotional products to spread the word, recruit
volunteers or thank donors. In addition, employees are given paid time off to
volunteer for a charity of their choice. In 2014, the value of ‘one by one®’ grants
awarded was $270,000 and there were more than 2,700 applicants for these grants.
operating review – continuing operations
revenue
North America
UK and Ireland
total
underlying* operating profit
4imprint Direct Marketing
UK Head Office
total
2014
$m
2013
(restated)†
$m
398.99
320.04
16.78
12.90
415.77
332.94
2014
$m
31.93
(4.17)
27.76
2013
(restated)†
$m
22.84
(3.35)
19.49
Change
+25%
+30%
+25%
Change
+42%
Underlying profit is included because the Directors consider this gives a measure of the underlying performance of the business.
* Underlying is before share option related charges, defined benefit pension charges and exceptional items.
† Restated for the change in presentational currency to US dollars.
The 2014 results represent another year of progress consistent with the strategy
to maximise organic revenue growth at broadly stable profit margin.
Revenue increased by 25% compared to 2013. The North American business
produced revenue growth of 25% to $398.99m. This compares to the US
promotional products market as a whole which, according to industry estimates,
grew by approximately 5% from 2013 to 2014. In constant currency, the UK
business grew revenue by 23%, also gaining market share.
In 2014, the business processed 780,000 individually customised orders, each
backed by an ‘on time or free’ guarantee, demonstrating robust and scalable
processes and systems.
Orders from new customers increased by 24% compared to 2013, representing
the acquisition of 190,000 new customers, which was in line with the increased
investment in new customer marketing and significantly ahead of the acquisition
rate in the prior year.
Orders from existing customers were 23% higher than prior year, continuing to
demonstrate the productive and predictable nature of the customer file, even
as the number of new customers acquired increases. The Blue Box™ sample
mailings continue to be the key element of retention marketing.
Underlying operating profit increased by 42% over prior year, to $27.76m and
operating margin percentage was 6.7%, up from 5.9% in the prior year. This
service rating
overall value rating
99% ‘favourable’
97% ‘excellent’ or ‘good’
99%‘satisfaction’
94% ‘very likely’ to
recommend 4imprint
rating
5
4imprint Group plc Annual Report and Accounts 2014additional informationREVIEWGovernanceaccounts
strategic report continued
operating review continued
was driven by revenue growing faster than labour and other costs, whilst gross
margin percentage and revenue per marketing dollar remained stable.
Total marketing spend was 26% above prior year, which drove the revenue
increase. Throughout the year, the marketing team continued to identify, test and
roll out additional techniques as well as refine current methods which created the
opportunity for a larger than planned increase in marketing spend.
Online marketing spend grew at a much faster rate than offline marketing,
whilst still making up a smaller part of the overall mix. Catalogue circulation
increased in the year by 11%, driven by opportunities identified to increase
either the circulation depth or timing, based upon increasingly sophisticated data
analytics. The rapid rate of growth in online spend was partly attributable to the
implementation of bid optimisation software in the early part of the year. This
allowed additional resource to be deployed in significant expansion of keyword
search activity. In addition, a range of newer online marketing techniques were
tested and expanded as results confirmed their effectiveness. Revenue generated
per marketing dollar was $6.01, compared to $6.08 in the prior year and remains
within normal operating parameters.
Marketing activity is underpinned by a commitment to a high level of customer
service which is provided by a quality workforce – for the seventh year in
succession, the North American business was named as a top 25 medium sized
best workplace in the USA. This approach to customer care is backed up by
continued investment in technology and infrastructure, both customer facing
and back office. In order to support future growth, the North American business
will invest circa $9m in 2015 to expand capacity at both its head office and
distribution centre where samples, Blue Boxes and embroidery are fulfilled.
6
4imprint Group plc Annual Report and Accounts 2014 In addition, close partnerships with suppliers continued
to facilitate the expansion of the product range as well as
the increase in other initiatives such as 4imprint exclusive
products and the number of products available on 24 hour
turnaround.
UK head office costs of $4.17m (2013: $3.35m) comprised
Board costs, UK corporate office and other plc related costs.
The increase over prior year included exchange ($0.18m),
accrual for loss of office ($0.42m) and Chairman’s bonus
($0.11m).
finance review
continuing operations
Underlying* operating profit
Share option related charges (including social security)
Exceptional items
Net finance income
Defined benefit pension charges
Profit before tax
2014
2013
underlying* Underlying*
(restated)†
$m
27.76
$m
19.49
0.10
0.06
27.86
19.55
2014
total
$m
27.76
(0.67)
(2.41)
0.10
(1.44)
23.34
2013
Total
(restated)†
$m
19.49
(2.49)
(0.40)
0.06
(2.19)
14.47
* Underlying is before share option related charges, defined benefit pension charges and exceptional items.
† Restated for the change in presentational currency to US dollars.
foreign exchange
During 2014, the Group announced that it was changing
the currency in which it presents its consolidated financial
statements from Sterling to US dollars. A substantial portion
of the Group’s revenue and earnings are denominated
in US dollars and the Board has decided that a US dollar
presentation will give a more meaningful view of the
Group’s financial performance and position.
• all resulting exchange differences have been recognised
in other comprehensive income and in the currency
translation reserve in accordance with the Group’s existing
accounting policy; and
• dividends are determined in US dollars and paid in
Sterling at the exchange rate at the time the dividend is
determined.
The consolidated financial statements have been prepared
using the procedures outlined below and the prior period has
been restated in accordance with the requirements set out in
IAS 21: ‘The Effects of Changes in Foreign Exchange Rates’:
The main US dollar exchange rates relevant to Group were
as follows:
2014
2013
Year end average Year end Average
• items of income and expenditure, other than single
material identifiable transactions, denominated in non
US dollar currencies were translated into US dollars at
the average exchange rate of the reporting period. Single
material identifiable transactions have been translated at
the exchange rate at the time of the transaction;
• assets and liabilities denominated in non US dollar
currencies were translated into US dollars at the closing
rate prevailing at the balance sheet dates;
• share capital, share premium and the capital redemption
reserve have been translated at historical exchange rates;
Pounds Sterling
Canadian dollars
1.56
0.86
1.65
0.91
1.65
0.95
1.56
0.97
share option charges
The Group charged $0.67m (2013: $2.49m) to continuing
operations in respect of IFRS 2, ‘Share-based payments’.
$0.54m related to the charge in respect of the Group
Performance Share Plan (‘PSP’) approved by Shareholders on
27 April 2011, the balance was the charges in respect of UK
and US SAYE schemes. The reduction in charge from 2013
was due to the exercise of PSP options in April 2014.
7
4imprint Group plc Annual Report and Accounts 2014additional informationREVIEWGovernanceaccounts
strategic report continued
finance review continued
Exceptional items
Exceptional items in the year totalled $2.41m, of which
$1.08m represented costs incurred and paid by the pension
scheme.
$1.71m of costs were incurred as a result of the pensioner
buy-in completed in September 2014, described in more
detail under the ‘defined benefit pension scheme’ section
on pages 8 and 9.
$0.70m related to costs incurred in respect of the flexible
early retirement offer made to eligible deferred pensioners
in February 2014, including a settlement charge of $0.47m
arising on the transfer of $8.63m of pension liability out of
the Scheme.
Basic earnings per share, from continuing operations, was
59.73c (2013: 40.11c), an increase of 49%.
Including the impact of discontinued operations, basic
earnings per share was 64.78c (2013: 21.88c). 2014 earnings
per share included an increase of 5.05c in respect of $1.38m
profit from discontinued operations (2013: a decrease
of 18.23c in respect of $4.83m loss from discontinued
operations).
dividends
Dividends are now determined in US dollars and paid in
Sterling at the exchange rate at the date the dividend is
determined.
net finance income
Net finance income in the year was $0.10m (2013: $0.06m),
which reflected the Group’s net cash position, invested at
current rates of interest.
The Board has proposed a final dividend of 21.90c which,
together with the interim dividend of 10.51c, gives a dividend
paid and proposed for the year of 32.41c, an increase of 18%
compared to prior year, in line with its progressive dividend
policy.
taxation
The tax charge for continuing operations for the year was
$6.98m (2013: $3.86m), an effective rate of 30% (2013:
27%). The charge comprised current tax of $7.62m,
representing tax payable in the USA, and a deferred tax credit
of $0.64m. The tax charge for underlying profit before tax
was $7.74m, an effective tax rate of 28% (2013: 25%).
The effective tax rate is above the UK corporate tax rate as
the Group’s profit is generated principally in the USA where
there is a higher corporate tax rate.
discontinued operations
On 10 February 2014, the Group completed the sale of
SPS, its UK based manufacturing operation, to the SPS
senior management, backed by Maven Capital Partners,
a private equity firm. The consideration was $11.89m
(increased by $0.39m relating to the amount of working
capital, debt and cash at completion). Net cash proceeds
from disposal were $9.72m after costs of disposal,
including a bonus payable to the SPS senior management
on completion of the disposal.
In 2014, SPS operating loss up to the date of disposal was
$0.12m. Profit on disposal of the business was $1.50m
comprising $1.35m of recycled translation differences, as
a result of reporting in US dollars, and a $0.15m release of
provision made in 2013 for the estimated loss on disposal.
In accordance with IFRS 5 ‘Non-current Assets Held for Sale
and Discontinued Operations’, SPS has been presented as a
discontinued operation in 2014 and 2013.
Earnings per share
Underlying basic earnings per share in respect of continuing
operations was 73.48c (2013: 55.55c), an increase of 32%,
reflecting the 42% increase in underlying profit before tax,
partly offset by an increase in the effective tax rate as well as
an increase in the number of shares in issue.
The final dividend paid to Shareholders in Sterling will be
14.25p which combined with the interim dividend paid of
6.20p, represents 20.45p, an increase of 20% over the prior
year in Sterling.
defined benefit pension scheme
The Group sponsors a UK defined benefit pension scheme,
closed to new members and future accrual. At the end of
September 2014 the Scheme had 977 insured pensioners,
163 uninsured pensioners and 529 deferred members.
The Board’s strategy is to reduce the financial risk of the
defined benefit pension scheme and significant steps were
taken in 2014 towards this. A buy-in policy was purchased
in September 2014 with Prudential Retirement Income
Limited (‘Prudential’), covering the majority of pensions in
payment and a flexible early retirement offer (‘FERO’) for
deferred pensioner members was also completed.
At 27 December 2014, the deficit of the Scheme on an IAS
19 basis was $24.02m (2013: $27.40m). The change in
deficit is analysed as follows:
IAS 19 deficit at 28 December 2013
Company contributions to the Scheme
Pension administration costs
Pension costs – exceptional
Pension finance charge
Remeasurement losses due to
changes in assumptions
Remeasurement loss on pension buy-in
Exchange gains
ias 19 deficit at 27 december 2014
$m
(27.40)
26.54
(0.54)
(1.55)
(0.90)
(9.08)
(12.62)
1.53
(24.02)
8
4imprint Group plc Annual Report and Accounts 2014
In 2014, $26.54m of pension contributions were paid into
the Scheme by the Company. $3.72m monthly contributions
paid up to the date of buy-in; $22.41m paid at the point of
buy-in and $0.41m paid as a result of the FERO exercise.
cash flow
The Group had net cash of $18.30m at 27 December 2014,
resulting from a net cash outflow of $7.69m in the year. Net
cash at 27 December 2014 was represented by:
The pension buy-in premium paid to Prudential was
$107.06m which was funded using Scheme assets of
$84.65m together with the Company contribution of
$22.41m. $94.44m of pensioner liabilities were covered by
the policy and this resulted in a remeasurement loss on buy-
in of $12.62m.
As a result of the FERO exercise $8.63m of deferred
pensioner liabilities were transferred out of the Scheme.
This represented a take up rate of 45% (by value) on this
exercise. The settlement charge was $0.47m as a result of
this transaction.
However, market conditions worsened significantly during
the year and the deficit of the Scheme increased by $9.08m,
principally due to a reduction in the discount rate from
4.48% to 3.47%.
At the year end, the Scheme had $121.85m of insured
pension liability; $33.07m of uninsured liabilities; and
$9.05m of assets (excluding the insurance policies).
The pension Trustee is targeting a buy-out of all of the
insured pensioner liabilities and on completion of the
buy-out the Company has agreed to make an additional
contribution of £6m into the Scheme. Completion of the
buy-out transactions will be dependent on a number of
factors, including the funding level of deferred pensioners
at that date, as well as the cost of Guaranteed Minimum
Pension equalisation calculations which are currently being
undertaken. This will be kept under review during 2015.
The Schedule of Contributions, which was agreed in
December 2013, sets out a £3.28m contribution to the
Scheme in 2014, increasing at 3% annually. This recovery
plan would close the deficit in 6.3 years (by 30 April 2020).
It is not intended that any contributions will be paid by
the Company into the Scheme in 2015 until the buy-
out transactions are completed. At that point, the £6m
contribution outlined in the previous paragraph would be
paid and a new recovery plan would be agreed between the
Company and the Trustee to take into account the deficit at
that date.
2014
2013
(restated)
$m
$m
Other financial assets – bank deposits
–
8.16
Cash and cash equivalents
net cash
18.30
17.83
18.30
25.99
The North American business has $13.0m working capital
facilities with its principal US bank, JPMorgan Chase. The
interest rate is US$ LIBOR plus 1.5% and the facilities
are due for renewal on 31 August 2017. In addition, the
Company has a £1m overdraft with its principal UK bank,
Lloyds, until 31 December 2015. The interest rate is bank
base rate plus 2.0%.
The movement in net cash is summarised below. This
presentation shows an analysis of operating cash flow
from continuing operations with cash flow in relation to
discontinued operations shown as a single line item.
operating cash flow
Underlying operating profit
Depreciation and amortisation
Change in working capital
Capital expenditure
operating cash flow after capital expenditure
– continuing operations
Tax and interest
Defined benefit pension contributions
Own share transactions
Exceptional items and social security
on share option exercises
Exchange and other
cash flow – continuing operations
Discontinued operations net cash inflow
Dividends to Shareholders
net cash outflow in the year
2014
$m
27.76
1.70
0.21
(2.09)
27.58
(6.07)
(26.54)
(1.32)
(2.25)
(0.67)
(9.27)
9.50
(7.92)
(7.69)
9
4imprint Group plc Annual Report and Accounts 2014additional informationREVIEWGovernanceaccounts
supplier rebate
In response to the Financial Reporting Council’s (the ‘FRC’)
recent announcement in relation to accounting for supplier
arrangements, the Group has taken the opportunity to
disclose its policy in relation to this area. The business has a
number of rebate arrangements in place, which are in line
with prior periods and which the Directors do not consider
to be complex in nature as they do not require significant
estimates and judgements. The business receives annual
rebates from certain suppliers which are calculated as a
percentage of the value of goods purchased in a calendar
year. Rebate income is accrued in the year in which the
goods are purchased based on the terms agreed with
suppliers. Supplier agreements run coterminously with
the Group’s reporting period and therefore require little
judgement in their calculation. The Group’s accounting
policy for supplier rebates has been included on page 49
of the notes to the consolidated financial statements.
critical accounting policies
Critical accounting policies are those that require
significant judgements or estimates and potentially result
in materially different results under different assumptions
or conditions. It is considered that the only critical
accounting policy is in respect of pensions.
strategic report continued
finance review continued
The Group delivered a strong operating cash flow
performance in 2014, generating $27.58m of operating
cash flow from continuing operations (after $2.09m
of capital expenditure). This demonstrated the cash
generative profile of the direct marketing business model
which has low fixed and working capital requirements.
Underlying operating profit to cash conversion rate was
99% (2013: 101%).
Net cash outflow from continuing operations was $9.27m,
after the defined benefit pension contribution of $26.54m.
Discontinued operations cash inflow, represented the net
proceeds received on the SPS disposal of $9.72m offset
by operating cash outflow up to the date of disposal of
$0.22m.
Balance sheet and shareholders’ equity
Net assets at 27 December 2014 were $14.07m (2013:
$27.67m), a decrease of $13.60m.
Non current assets
Working capital
Net cash
Pension deficit
Net assets held for sale
Other liabilities
net assets
2014
$m
2013
$m
15.20
16.48
5.13
4.11
18.30
25.99
(24.02)
(27.40)
–
9.46
(0.54)
(0.97)
14.07
27.67
Shareholders’ equity has decreased as a result of
remeasurement losses on the pension scheme of $21.70m;
dividends paid to shareholders of $7.92m and other items
of $1.72m, offset by profit generated for the year of
$17.74m (continuing operations: $16.36m and discontinued
operations: $1.38m).
In 2013, the net assets of SPS, which were written down to
net realisable value, were shown as assets and liabilities held
for sale.
return on capital employed
The average operating capital employed during the year was
$15.80m and the return on capital employed, based on the
underlying operating profit of the Group was 176%.
treasury policy
Treasury policy is to manage centrally the financial
requirements of the business. The business operates cash
pooling arrangements separately for its North American
operations and its UK operations. The business enters
into forward contracts to buy or sell currency relating to
specific receivables and payables as well as remittances
from its overseas subsidiaries. The majority of cash is held
on deposit with the principal UK bank and working capital
requirements for the North American business are funded by
a facility with the principal US bank.
10
4imprint Group plc Annual Report and Accounts 2014
Key Performance indicators (KPis)
The Board monitors the performance of the business
against its strategy using the KPIs set out below. These KPIs
have been selected as they are considered appropriate for
measuring the progress of the business towards achieving
its strategy and objectives.
4imprint Group plc KPIs – Continuing operations†
The Group’s key strategic aim is organic revenue growth at
stable operating margin percentage, through investment in
marketing, people and technology.
Revenue ($m)
DM NA Revenue
DM UK Revenue
Underlying* profit
before tax and
operating cash
generated ($m)
Underlying* EPS† and
dividend per share (cents)
EPS
Dividend
415.8
27.58
73.48
332.9
290.8
19.77
55.55
13.03
39.67
14.57
19.55
27.86
32.41
27.56
23.55
2012
2013
2014
2012
2013
2014
2012
2013
2014
Growth of 25% in the year.
Orders received (000’s)
Existing customer orders
New customer orders
Underlying* profit before
tax grew 42% in the year
and operating cash
conversion rate was 99%.
Revenue per
marketing dollar
Underlying* EPS increased by
32% and dividend by 18%.
800
700
600
500
400
300
200
100
0
2012 2013 2014
6.3
6.2
6.1
6.0
5.9
5.8
5.7
5.6
5.5
6.08
6.01
5.83
2012
2013
2014
Total orders increased by 24%
in the year, new customer orders
increased by 24% and existing
customer orders by 23%.
Revenue per marketing dollar
decreased to $6.01 in the year.
* Underlying is before share option related charges, defined benefit pension charges and exceptional items.
† Prior periods have been restated for changes in the presentational currency to US dollars.
11
4imprint Group plc Annual Report and Accounts 2014additional informationREVIEWGovernanceaccounts
strategic report continued
risks
4imprint’s business model means that it may be affected by a number of risks, not all of which are within its control.
Outlined below are the principal risks which may affect the business, but the list is not exhaustive and other factors may
adversely affect the Group.
risk
Economic and market risks
macroeconomic conditions
The business conducts its operations principally in the
USA and the profitability of its business could be adversely
affected by a worsening of general economic conditions in
this region.
competition
The business operates in competitive markets, competing
with other distributors of promotional products. New
technology, changing commercial circumstances, existing
competitors and new entrants to the markets in which the
business currently operates may adversely affect revenue.
finance
mitigating activities
• Management monitors economic conditions to ensure
that, where possible, any potential adverse impact can be
factored into business requirements and actions.
• Continual efforts to deliver value to customers, via price
and quality, in light of the economic climate at any given
time.
• Price, satisfaction and service level guarantees provided to
customers.
• Post-order and other surveys/research to gauge customer
satisfaction and perception.
• A proactive approach to monitoring marketplace activity.
The business is concentrated in the USA and it reports
its results in US dollars, however the business may be
adversely impacted by movements in the Sterling/US dollar
exchange rate when it repatriates cash to UK.
• The business partially hedges cash receipts from its
overseas subsidiary for the following 12 months which
gives some certainty, for a short period, of amounts
receivable in Sterling.
technological risks
failure or interruption of information technology systems and infrastructure
The business is dependent on its IT infrastructure and
any system performance issues (for example, system or
infrastructure failure, damage or denial of access) could
affect trading and performance of the business.
• Ongoing investment in IT systems, to ensure that they
are sufficient to continue to respond to the needs of a
growing business.
• Back up processes in place to minimise impact of
information technology interruption.
failure to adopt technological innovations
Failure to adopt new technological platforms to reach its
target market could impact the business performance.
• The use of various technology platforms and systems is
regularly reviewed by management.
• The business has demonstrated a proactive approach to
adopting relevant new technologies.
security of customer data
Unauthorised access to customer data could lead to
reputational damage and loss of customer confidence.
• The business employs IT staff who are appropriately
trained to mitigate IT security violations.
• Technical and physical controls in place to mitigate
unauthorised access to customer data.
• The business is PCI compliant and complete credit card
data is not stored by the business.
12
4imprint Group plc Annual Report and Accounts 2014
risk
operational risks
Business facility disruption
In North America, the business operates from two
centralised facilities, an office and a distribution centre.
The performance of the business could be adversely
affected if activities at one of these facilities were to be
disrupted, for example, by fire or flood.
mitigating activities
• Back up plans are in place to ensure that customer service
disruption is minimised.
disruption to delivery service or the product supply chain
The business’s operations could be adversely affected if
the activities of one of its key suppliers were disrupted
and it was unable to source an alternative supplier in the
short term.
• Rigorous selection process for key suppliers, with
arrangements in place for monitoring quality, production
capability/capacity, ethical standards and financial stability.
• The business maintains relationships with suitable
alternative suppliers for each product category.
Purchase of materials and services
The business purchases a range of materials and services
which are essential to its operation, for example, the
purchase of products; postage and paper for catalogues
and online marketing services. Increased costs or lack of
availability could affect the performance of the Group.
• The business uses cost effective sources of materials and
services, where possible, using a range of suppliers to
mitigate potential cost increases, or shortages of such
materials and services.
• The business regularly trials new services and suppliers
in order to strengthen its offering, reduce risk or reduce
costs.
acquisition and retention of customers
The business operations could be adversely impacted
if the acquisition or retention rates of customers were
materially reduced either through economic or competitive
disruption, or other changes which limit the ability to utilise
various advertising and marketing tools or techniques.
• The business regularly monitors these rates and takes
corrective action if required.
• Ongoing development and investment in new and
existing marketing techniques and marketing tools.
reliance on key personnel
Performance depends on the business’s ability to continue
to attract, motivate and retain key staff. These individuals
possess sales and marketing, merchandising, supply
chain, IT and financial skills that are key to the continued
successful operation of the business.
• Focus on customer service and regular customer surveys/
research are carried out.
• The business provides employment terms and conditions
aimed at attracting and retaining key personnel.
Social and ethical responsibility, health and safety and environmental matters are covered in the Directors’ report on page 15.
Approved by the Board on 4 March 2015
Kevin lyons-tarr
CEO, 4imprint Direct Marketing
Gillian davies
Group Finance Director
13
4imprint Group plc Annual Report and Accounts 2014additional informationREVIEWGovernanceaccounts Board of directors
J.W. Poulter
Executive chairman
John Poulter was appointed a Non-Executive
Director with effect from 1 May 2010 and
Executive Chairman on 1 September 2010.
John is currently Non-Executive Chairman
of RM plc. He is a former Non-Executive
Chairman and Chief Executive of Spectris plc.
He has served as Non-Executive Chairman on
several public and private Boards, including
Filtronic plc and as a Non-Executive Director
of, amongst others, RAC Plc and Kidde plc.
G. davies
Group finance director
Gillian Davies was appointed as Group
Finance Director in 2004. She has held a
series of financial positions, initially with
KPMG, where she qualified as a chartered
accountant, followed by Zeneca Plc, senior
financial roles with Avecia both in the UK
and the US and at the Consumer Division of
Georgia Pacific GB Ltd.
K. lyons-tarr
Executive director
Kevin Lyons-Tarr was appointed an Executive
Director in 2012. He is Chief Executive
Officer of 4imprint Direct Marketing based
in Oshkosh, Wisconsin and has been with
the business for twenty-two years, serving
in several capacities, including Chief
Information Officer and Chief Operating
Officer. He was appointed Chief Executive
Officer of the Direct Marketing business in
2004 and has led its substantial growth.
a.J. scull
corporate services director
and legal counsel
Andrew Scull was appointed as Corporate
Services Director and Legal Counsel in 2004.
He has an MBA from Warwick University and
since qualifying as a solicitor in 1980, he has
held a number of senior positions including
Group Legal Counsel at Laporte plc,
Commercial Director at SGB Group plc and
Director of Legal Services at Coors Brewers
Limited. In addition to extensive experience
of international mergers and acquisitions, he
has had responsibility for corporate services
including pensions, human resources,
insurance and real estate.
J.a. Warren
senior independent non-Executive
director
John Warren was appointed a Non-Executive
Director in 2012. A chartered accountant,
John was Group Finance Director of United
Biscuits (Holdings) Plc and WH Smith
PLC before embarking on a career as a
Non-Executive Director. He is currently a
Non-Executive Director and Chairman, or
former Chairman, of the Audit Committee
at Spectris plc, Bovis Homes Group PLC,
Welsh Water and Greencore Group plc. He
has previously served on the Boards of The
Rank Group Plc, Rexam Plc, RAC Plc and BPP
Holdings Plc and chaired the Board at Uniq
Plc through the resolution of their major
pension issues.
s.J. Gray
independent non-Executive director
Steve Gray was appointed a Non-Executive
Director in 2012. After an early career
with FMCG companies including Procter &
Gamble and Pepsico, Steve was appointed
Managing Director of dunnhumby UK &
Ireland Limited, the Tesco customer loyalty
and data analytics company and a director of
the dunnhumby joint venture, with Kroger,
in the USA. He is currently a Senior Advisor
to Boston Consulting Group and founder of
SG-retail.
audit committee
Mr J.A. Warren (Chairman)
Mr S.J. Gray
remuneration committee
Mr S.J. Gray (Chairman)
Mr J.A. Warren
nomination committee
Mr S.J. Gray (Chairman)
Mr J.A. Warren
14
4imprint Group plc Annual Report and Accounts 2014 Directors’ report
The Directors present their report and the audited
consolidated financial statements for the period ended 27
December 2014. The Company’s statement on Corporate
Governance is included in the Corporate Governance
report on pages 17 to 22 of these financial statements. The
Corporate Governance report forms part of the Directors’
report and is incorporated into it by cross reference.
4imprint Group plc (registered number 177991) is a public
limited company incorporated in England and Wales,
domiciled in the UK and listed on the London Stock
Exchange. Its registered office is 7/8 Market Place, London
W1W 8AG.
Dividends
In future, dividends will be determined in US dollars and
paid in Sterling at the exchange rate at the time the
dividend is determined.
An interim dividend of 10.51 cents (6.20p) per ordinary
share was paid on 12 September 2014 and the Directors
recommend a final dividend of 14.25p per share. The
proposed final dividend, if approved, will be paid on 13 May
2015 in respect of shares registered at the close of business
on 10 April 2015.
The total distribution paid and recommended for 2014 on
the ordinary shares is $8.93m or 32.41cents (20.45p) per
share (2013: $7.47m or 27.56 cents (17.00p per share)).
Social and ethical responsibility
The Board recognises its corporate social responsibilities
and has developed, approved, and issued a social and
ethical policy, the purpose of which is to ensure, as
far as reasonably practicable, that when undertaking
their operations the businesses in the Group operate in
accordance with best practice.
The policy addresses such issues as working hours,
discrimination, collective bargaining, supplier audits and
child labour. The policy is regularly reviewed and was
reconsidered by the Board at its meeting on 9 December
2014.
Environment
The Board recognises its obligations to protect the
environment and is committed both to achieving required
environmental standards across all the activities of the
Group and to minimising environmental impact. Formal
systems in place are subject to audits and management
is regularly notified of key issues and developments. The
companies in the Group assess and monitor the potential
impact of their operations upon the environment and steps
are taken to control energy consumption and waste and to
ensure that paper used for marketing purposes is sourced
from sustainable forests.
Disabled persons
The Group is committed to the principle of equal opportunity
in employment. No applicant or employee receives less
favourable treatment on the grounds of nationality, age,
gender, religion, race, ethnicity or disability. The Group
recognises its responsibilities to disabled persons and
endeavours to assist them to make their full contribution at
work. Where employees become disabled, every practical
effort is made to allow them to continue in their jobs or to
provide retraining in suitable alternative work.
Health and safety
During 2014, the Group continued to pursue improvements
to the management of health and safety in its companies.
Regular reports on health and safety are received and
reviewed by the Board. Any accidents and incidents are
reported to the Board together with corrective actions
which have been implemented. There were no accidents or
incidents during the year.
Directors
The names of the present Directors (and others who were
Directors during the period) and their interests in the share
capital of the Company are shown on pages 35 and 36.
The biographical details of the present Directors, committee
memberships, independence status and identification of the
Senior Independent Director are given on page 14.
Neither the Directors, nor their associated companies,
nor any members of their families, had any interest either
during or at the end of the period in any contract with
the Company or its subsidiaries requiring disclosure under
Sections 197, 198, 200, 201 and 203 of the Companies Act
2006.
Diversity
The Group recognises the importance and benefit of
ensuring diversity throughout the business and strives
to create a culture which recruits and promotes the
development of all employees regardless of background or
gender.
As at 27 December 2014, 16% of the Board is female and
16% is non-UK national.
Share capital
The Group’s objective for managing capital is described in
note 21.
The Company has a single class of share capital which
is divided into ordinary shares of 38 6/13 pence each. The
shares are in registered form.
Rights and obligations attaching to shares
Subject to applicable statutes and other Shareholders’
rights, shares may be issued with such rights and restrictions
as the Company may by ordinary resolution decide, or, if
there is no such resolution or in so far as it does not make
specific provision, as the Board may decide. At each Annual
General Meeting, the Company seeks annual Shareholder
authority for the Company’s Directors to allot shares, in
certain circumstances, for cash.
Sale of SPS
On 10 February 2014, the Group completed the sale of SPS
to the SPS senior management, backed by Maven Capital
Partners (see note 10).
Qualifying third party indemnity provisions
During 2008, Qualifying Third Party Indemnity Agreements
were signed by the Company in respect of each of the
15
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Directors’ report continued
Directors then in office and these remained in effect
during 2014 and up to 4 March 2015 in respect of Ms G.
Davies and Mr A.J. Scull. Qualifying Third Party Indemnity
Agreements have also been signed by the Company in
respect of Mr J.W. Poulter, Mr S.J. Gray, Mr J.A. Warren
and Mr K. Lyons-Tarr with effect from the date of their
respective appointments.
Shares held in Trust for Employee Share Schemes
The trustees of both the 4imprint Group plc Employee
Share Trust and the 4imprint 2012 Employee Benefit Trust
may vote or abstain from voting on shares held in the trusts
in any way they consider appropriate.
Significant agreements
There are no agreements containing provisions entitling the
counterparty to exercise termination or other rights in the
event of a change of control.
Going concern
The Group’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Strategic report on pages 3 to 13.
The financial position of the Group, its cash flows, and net
cash position are described in the Finance review on pages
7 to 10. In addition note 21 to the financial statements
includes the Group’s policies for managing its financial risk
and its exposures to currency risk, credit risk, liquidity risk,
and capital risk management.
The Group borrowings and facilities are set out in note
18. The Group has a diverse number of customers and
suppliers across different geographic areas and industries.
As a consequence, the Directors believe that the Group can
manage its business risks successfully.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have
adequate resources to continue to operate for the
foreseeable future. Accordingly, they continue to adopt the
going concern basis in preparing the Annual Report and
financial statements.
Remuneration report
Details of the procedures and guidelines used by the
Committee in determining remuneration are outlined in its
report on pages 24 to 30.
Purchase of own shares
Following the approval at the 2014 Annual General
Meeting of Resolution 14, the Company is authorised,
generally and without conditions to make market
purchases, as defined in the Companies Acts, of its ordinary
shares of 38 6/13 pence subject to the provisions set out in
such Resolution. This authority applies from 6 May 2014
until the earlier of the end of the 2015 Annual General
Meeting or 3 August 2015 unless previously cancelled
or varied by the Company in general meeting. No such
cancellation or variation has taken place.
Greenhouse gas emissions report
Global greenhouse gas (GHG) emissions data for the year
Tonnes of carbon
dioxide equivalent
Combustion of fuel and operation
of facilities (Scope 1)
Electricity, heat, steam and cooling
purchased for own use (Scope 2)
Emissions intensity per thousand
dollars of revenue
2014
2013
10
10
1,545
1,541
0.004
0.005
The emissions data set out above relates to the continuing
operations of the Group for the period ended 27 December
2014 and the period ended 28 December 2013 has been
restated and excludes emissions from the SPS business sold
on 10 February 2014.
Methodology
All of the emission sources required under the Companies Act
2006 (Strategic Report and Directors’ Reports) Regulations
2013 for Scope 1 and Scope 2 emissions have been reported.
The emission factors used were from the UK Government’s
GHG Conversion Factors for Company Reporting 2014.
Political donations
No political donations were made in the period or prior period.
Annual General Meeting
Notice of the AGM is set out in a separate document. Items
of special business to be considered at the Meeting are
described in detail in the Notice of the AGM and the notes
on the business to be conducted.
Independent auditors
A resolution to re-appoint PricewaterhouseCoopers LLP as
auditors to the Company has been recommended by the Audit
Committee to the Board and will be proposed at the AGM.
Directors’ statement as to disclosure
of information to auditors
In the case of each of the persons who are Directors of the
Company at the date this report was approved:
• so far as each of the Directors is aware, there is no relevant
audit information (as defined in the Companies Act 2006)
of which the Company’s auditors is unaware; and
• each of the Directors has taken all of the steps that he or
she ought to have taken as a Director to make himself
or herself aware of any relevant audit information (as
defined) and to establish that the Company’s auditors are
aware of that information.
Approved by the Board
Waiver of dividends
The dividend income in respect of the 167,358 shares
(2013: 279,668 shares) held in 4imprint Group plc
employee share trusts has been waived.
Andrew Scull
Company Secretary
4 March 2015
16
4imprint Group plc Annual Report and Accounts 2014
Statement on Corporate Governance
The disclosures required by Company law in relation to the
Takeover Directive in relation to the Group’s capital structure
are included in the Directors’ report on pages 15 and 16.
During 2014 the Group has complied with the provisions of
The UK Corporate Governance Code (2010) (the “Code”),
except for the following matter:
There is no Group Chief Executive Officer but the role of
Executive Chairman was undertaken by Mr J.W. Poulter
during the year. (Principle A.2.1).
The structure of the Group was such that until 10 February
2014 there were two businesses, each of which had a CEO
supported by a Finance Director and senior marketing and
operational managers. The CEO of the Direct Marketing
business, Mr K. Lyons-Tarr, is also a Director of 4imprint
Group plc.
Given that during 2014, the SPS business was sold and that
the Direct Marketing business is now the sole business of
the Group the Board decided at its meeting on 9 December
2014 that, with effect from 31 March 2015 Mr Lyons-Tarr
will be appointed as Group CEO.
The Code is publicly available on the Financial Reporting
Council’s website, www.frc.org.uk.
The Board
The Board is responsible to Shareholders for creating and
sustaining shareholder value through the management of
the Group’s businesses. It is also responsible for ensuring
that management maintains a system of control that
provides assurance of effective and efficient operations,
internal financial control and compliance with laws and
regulations.
The Board is the decision making body for all matters
material to the Group’s finances, strategy and reputation.
The Board has a formal schedule of matters reserved for its
decision and the schedule was re-considered and approved
by the Board at its meeting on 9 December 2014. The
schedule includes, for example, the approval of interim and
annual financial statements, the acquisition and disposal
of businesses, changes to the capital structure of the
Company, the appointment or removal of Directors and the
financing of the Group’s businesses. Otherwise, the Board
delegates day-to-day management of the Group to the
Executive Directors.
In any circumstances where a Director has a concern, which
cannot be resolved, about the running of the Company
or a proposed action, any such concern is recorded in the
minutes of Board meetings.
The Companies Act 2006 codifies the Directors duty to
avoid a situation in which they have, or could have, an
interest that conflicts or possibly may conflict, with the
interests of the Company. A Director will not be in breach
of that duty if the relevant matter has been authorised in
accordance with the Articles of Association, by the other
Directors. Each Director has confirmed that they are aware
of the need to notify the Company of any potential conflict
of interest. Mr A.J. Scull has notified the Company that
he is a Director and Company Secretary of the 4imprint
Pension Trustee Company Limited which administers the
legacy defined benefit pension scheme.
Specific responsibilities have been delegated to Board
Committees which have access to independent expert advice
at the Group’s expense. The details of the Board Committees
and their activities are set out in pages 18 to 22.
The Non-Executive Directors meet from time to time,
without the Executive Directors being present.
All Directors have access to the advice and services of the
Company Secretary.
The Board consists of an Executive Chairman, the CEO of
the Direct Marketing business, the Group Finance Director,
the Corporate Services Director and two Independent
Non-Executive Directors. The role of the Non-Executive
Directors includes assisting in the development of strategy,
scrutinising the performance of management, monitoring
the integrity of financial information and systems of risk
management as well as determining the appointment,
removal and remuneration of Executive Directors.
The Board has considered whether it is appropriate to have
additional Non-Executive Directors and has announced, on
18 December 2014, that it intends to make an additional
Non-Executive Director appointment in 2015. The current
Non-Executive Directors have letters of appointment for
three years from 11 June 2012, which are available for
inspection by any person at the Company’s registered
office during normal business hours and also at the Annual
General Meeting.
The Corporate Services Director also acts as the Company
Secretary. This situation has been re-considered by the
Board at its meeting on 9 December 2014 and approved
by the Board. The Corporate Services Director took no
part in that decision. The appointment and removal of the
Company Secretary is a matter to be decided by the Board
as a whole (excluding the Corporate Services Director).
The Board has at least six scheduled meetings per year,
and additional Board meetings are convened as and when
required. In advance of each meeting, the Board receives
minutes of the previous meetings, detailed financial
information on the performance of the business and items
for discussion. This enables the Directors to make informed
decisions on the corporate and business issues under
consideration. Additionally, the Company provides resources
as appropriate, to enable Directors to update their skills and
knowledge. Independent professional advice is available to
the Directors as required, at the Company’s expense.
17
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Statement on Corporate Governance continued
The Board evaluations and those of its Committees which
were undertaken in 2011, 2012 and 2013 were undertaken
internally through a process conducted by the Non-Executive
Directors, assisted by the Company Secretary. The Code
recommends that FTSE 350 companies should undertake
an external evaluation at least once every three years.
Given the changes to the Board which were announced on
18 December 2014, no external evaluation has yet been
undertaken.
A table setting out the number of Board and Committee
meetings held during the period and attendance by
Directors at those meetings is set out below:
Audit Remuneration Nomination
Board Committee Committee Committee
meetings
meetings
meetings
meetings
Total number
Mr J.W. Poulter
Ms G. Davies
Mr K. Lyons-Tarr
Mr A.J. Scull
Mr J.A. Warren
Mr S.J. Gray
* By invitation.
8
8
8
7
8
8
8
2
2*
2*
0
2*
2
2
2
2*
0
0
0
2
2
1
1*
0
0
1*
1
1
Powers of Directors
Subject to the Company’s Memorandum and Articles of
Association, the Companies Acts and any directions given
by special resolution, the business of the Company will be
managed by the Board who may exercise all the powers of
the Company.
Board Committees
The Board has three permanent Committees being the
Audit Committee, the Nomination Committee and the
Remuneration Committee. Other than the Committee
members, further participants may attend by the invitation
of the Committee. Each Committee has defined terms
of reference, procedures, responsibilities and powers as
described in this report.
Remuneration Committee
The responsibilities and composition of the Remuneration
Committee are disclosed in the Remuneration report on
page 24.
The Remuneration Committee has terms of reference
which were re-considered and approved by the Board at its
meeting on 9 December 2014. These terms of reference are
available for inspection at the Company’s registered office
during normal business hours.
The Remuneration Committee met twice during 2014.
18
Relations with Shareholders
Substantial interests
At 16 February 2015 the Company had been notified of
the following interests in the issued ordinary share capital
of the Company:
Number
of shares
%
BlackRock Investment Management
4,431,684
15.85
Standard Life Investments
Mr K.J. Minton
2,726,070
1,735,088
J.P. Morgan Asset Management
1,685,953
GVO Investment Management
1,671,775
Artemis Fund Managers Limited
1,530,865
Fidelity Worldwide Investment
1,372,389
Miton Group plc
Ennismore Fund Management
864,766
851,615
9.75
6.20
6.03
5.98
5.47
4.91
3.09
3.05
The Board places a high value on its relations with its
investors, and consults with Shareholders in connection
with specific issues where it considers it appropriate.
The Group, principally through the Executive Chairman,
the CEO of the Direct Marketing business and the Group
Finance Director, has regular dialogue and meetings with
institutional shareholders, fund managers and analysts.
Subject always to the constraints regarding sensitive
information, discussions cover a wide range of issues,
including strategy, performance, management and
governance.
The Board considers it important to understand the views of
Shareholders, in particular, any issues which concern them.
The Senior Independent Non-Executive Director is available
to meet major Shareholders, if they so wish.
Restrictions on voting
No member shall be entitled to vote at any general meeting
in respect of any shares held by that member if any call or
other sum then payable by that member in respect of that
share remains unpaid. Currently, all issued shares are fully
paid.
Private Shareholders can keep up to date through
updates provided on the 4imprint corporate website,
investors.4imprint.com, and through the provision of the
Annual and Interim Report and Accounts. Shareholders
are invited at any time to write to the Executive Chairman
or any other Director to express their views and the AGM
provides an opportunity for Shareholders to address their
questions to the Board in person.
Share capital
Details of the Company’s share capital are provided in the
Directors’ report on page 15.
Going concern
The going concern statement is on page 16.
4imprint Group plc Annual Report and Accounts 2014
NOMINATION COMMITTEE
I am pleased to present my report to Shareholders as
Chairman of the Nomination Committee.
Responsibilities of the Nomination Committee
The responsibilities of the Nomination Committee include:
(i) reviewing the structure, size and composition of the
Board and making recommendations to the Board with
regard to any adjustments that are necessary; (ii) identifying
and nominating candidates for the approval of the Board to
fill Board vacancies as and when they arise; and (iii) putting
in place plans for succession at Board level.
The Company supports the Code provision that Boards
should consider the benefits of diversity, including
gender, when making appointments and is committed to
ensuring diversity, not just at Board level, but also across
the Company’s senior management, not least because
it believes that business benefits from the widest range
of perspectives and backgrounds. The Company’s aim as
regards the composition of the Board is that it should have
a balance of experience, skills and knowledge to enable
each Director and the Board as a whole to discharge their
duties effectively. Whilst the Company agrees that it is
appropriate that it should seek to have diversity on its
Board, it does not consider that this can be best achieved by
establishing specific quotas and targets and appointments
will continue to be made based wholly on merit.
The Nomination Committee has terms of reference which
were re-considered and approved by the Board of the
Company at its Board meeting on 9 December 2014.
These terms of reference are available for inspection at the
Company’s registered office during normal business hours.
Appointment and replacement of Directors
Directors may be appointed by the Company by ordinary
resolution or by the Board. A Director appointed by
the Board holds office only until the next Annual
General Meeting and is then eligible for election by the
Shareholders.
At every Annual General Meeting of the Company, all
Directors put themselves forward for re-election. The office
of Director shall be vacated if (a) he or she resigns or offers
to resign and the Board resolves to accept such offer, (b) he
or she is, or has been, suffering from mental ill health, (c)
he or she becomes bankrupt or compounds with creditors
generally, (d) he or she is prohibited by law from being
a Director, (e) he or she ceases to be a Director by virtue
of the provisions of the Companies Act or (f) he or she is
removed from office pursuant to the Articles of Association.
Composition of the Nomination Committee
I chair the Nomination Committee and I am an Independent
Non-Executive Director. The other member of the
Committee is Mr J.A. Warren, the Senior Independent
Non-Executive Director. The Chairman of the Company is
usually invited to attend formal meetings of the Committee.
The Company Secretary may be invited to attend meetings
of the Nomination Committee, in his capacity as Company
Secretary.
Meetings of the Nomination Committee
The Nomination Committee meets as frequently as is
required to fulfil its duties. When there are no specific
decisions or recommendations to be made, the Chairman
of the Committee consults the other member of the
Committee as necessary. During the period ended 27
December 2014 there was one meeting of the Nomination
Committee.
S.J. Gray
Chairman of the Nomination Committee
4 March 2015
AUDIT COMMITTEE
I am pleased to present my report to Shareholders as
Chairman of the Audit Committee.
Responsibilities of the Audit Committee
The Audit Committee is responsible for maintaining an
appropriate relationship with the Group’s external auditors
and for reviewing the Company’s internal financial controls
and the audit process. It aids the Board in seeking to ensure
that the financial and non-financial information supplied to
Shareholders presents a fair, balanced and understandable
assessment of the Company’s performance and position.
The Committee reviews the effectiveness, objectivity and
independence of the external auditors and also considers
the scope of their work and fees paid for audit and non-
audit services.
The Audit Committee has terms of reference which were
re-considered and approved by the Board at its meeting on
9 December 2014. These terms of reference are available
for inspection at the Company’s registered office during
normal business hours. The Board considers that the
Audit Committee members have an understanding of the
following areas:
• the principles of, and developments in, financial reporting
including the applicable accounting standards and
statements of recommended practice;
• key aspects of the Company’s operations including
corporate policies and the Group’s internal control
environment;
• matters which may influence the presentation of the
accounts;
• the principles of, and developments in, company
law, sector-specific laws and other relevant corporate
legislation;
• the role of internal and external auditing and risk
management; and
• the regulatory framework for the Group’s businesses.
Composition of the Audit Committee
I chair the Audit Committee and I am the Senior
Independent Non-Executive Director. I am a chartered
accountant and was Group Finance Director of United
Biscuits (Holdings) PLC and WH Smith PLC. The Board
19
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Statement on Corporate Governance continued
is of the view that I have recent and relevant financial
knowledge and experience derived from current roles as
Chairman of the Audit Committee at Bovis Homes Group
Plc, Welsh Water and Greencore Group plc. The other
member of the Committee is Mr S.J. Gray, an Independent
Non-Executive Director. The Chairman of the Company and
the Group Finance Director are normally invited to attend
meetings of the Audit Committee as is, from time to time,
the Group Financial Controller. The Company Secretary
attends meetings of the Audit Committee in his capacity as
Company Secretary.
How the Audit Committee
discharges its responsibilities
The Committee has unrestricted access to Company
documents and information, as well as to employees of
the Company and the external auditors. Members of the
Committee may, in pursuit of their duties, take independent
professional advice on any matter, at the Company’s
expense. The Audit Committee Chairman reports the
outcome of Audit Committee meetings to the Board.
The Audit Committee meets at least twice each year and
has an agenda linked to events in the Group’s financial
calendar. The Audit Committee met twice during 2014.
In order to fulfil its terms of reference, the Audit Committee
receives and reviews presentations and reports from the
Group’s senior management and the external auditors.
and the 2015 share based incentive scheme. Before any
significant non-audit work is commissioned, the nature and
extent of such work is considered, initially by the Group
Finance Director and the Corporate Services Director, to
determine if such work would put at risk auditor objectivity
and independence. This process includes discussion with the
audit partner at PricewaterhouseCoopers LLP. If there is any
concern that auditors’ objectivity and independence would
be put at risk, the matter will be referred to the Audit
Committee, prior to commissioning. For the areas referred
to above, after following the process described in this
paragraph, it was considered that PricewaterhouseCoopers
LLP was the most suitable firm to perform the work given
their long-standing knowledge of both the legacy defined
benefit scheme and the share schemes. During 2014, tax
advice was also taken from Deloitte LLP. Details of fees paid
to the auditors in respect of audit and non-audit services are
shown in note 2 to the consolidated financial statements.
In addition to the above, the Board has specifically reviewed
the nature and extent of other non-audit work carried out
by the auditors in 2014 and concluded that there are no
cases where auditor objectivity and independence has been
put at risk.
To fulfil its responsibility regarding the independence of the
external auditors, the Audit Committee reviewed:
• changes and rotation of external audit team members in
the audit plan for the current year;
During the year, the Audit Committee formally reviewed
draft Interim and Annual Reports and associated interim
and year end results’ announcements. These reviews
considered:
• a report from the external auditors describing their
arrangements to identify, report and manage any conflicts
of interest; and
• the nature and extent of non-audit services provided by
• the accounting principles, policies and practices adopted
in the Group’s accounts, and proposed changes to them;
and
• significant accounting issues and areas of judgement and
complexity.
The Audit Committee is required to assist the Board to fulfil
its responsibilities relating to the adequacy and effectiveness
of the control environment and the Group’s compliance
with the Corporate Governance Code. To fulfil these duties,
the Audit Committee reviewed:
• the external auditors’ review of internal controls and
audit highlights memoranda;
• any reports on the systems of internal controls and risk
management; and
• any reports on identified frauds perpetrated against the
Group.
The Audit Committee is responsible for the development,
implementation and monitoring of the Group’s policy on
external audit. The Group’s policy on external audit prohibits
certain types of non-audit work from being performed by
the auditor, particularly in cases where auditor objectivity
and independence would be put at risk.
During 2014, the Group’s auditors provided non-audit
services in a number of areas, principally in respect of
advice on the pension buy-in, flexible early retirement offer
the external auditors.
To assess the effectiveness of the external auditors, the
Audit Committee reviewed:
• the relevant skills and experience of the audit partner and
team and their knowledge of the business;
• planning and scope of the audit and identification of
areas of audit risk;
• execution of the audit plan; and
• formal reports presented to the Audit Committee.
To fulfil its responsibility for oversight of the external audit
process, the Audit Committee reviewed:
• the terms, areas of responsibility, associated duties and
scope of the audit as set out in the external auditors’
engagement letter for the forthcoming year;
• the external auditors’ overall work plan for the
forthcoming year;
• the external auditors’ fee proposal;
• the major issues that arose during the course of the audit
and their resolution;
• key accounting and audit judgements;
• the levels of errors identified during the audit; and
• recommendations made by the external auditors in their
management letters and the adequacy of management’s
response.
20
4imprint Group plc Annual Report and Accounts 2014 Main activities of the Committee during
the year ended 27 December 2014
During the year ended 27 December 2014, the Audit
Committee’s business has included the following items:
• consideration and approval of half year results;
• consideration and approval of full year results;
• principal judgmental accounting matters affecting
the Group based on reports from both the Group’s
management and the external auditors;
• review of external audit plans and reports;
• consideration of fraud and loss prevention measures in
the Group;
• consideration and approval of risk assessments relating to
the Group’s business; and
• specific investigations as required.
Financial reporting and significant financial judgments
The Committee assesses whether suitable accounting
policies have been adopted and whether management has
made appropriate estimates and judgments. The Committee
reviews accounting papers prepared by management which
provides details on the main financial reporting judgments.
The Committee also reviews reports by the external auditors
on the half year and full year results which highlight any
issues arising from the work undertaken in respect of the
half year review and year end audit.
Presentational currency
The Group has changed presentational currency from
Sterling to US dollars for the period ended 27 December
2014. Consequently the financial statements for the prior
period have been restated in US dollars and all foreign
currency translation movements, since the adoption of IFRS
in 2004, have been recalculated.
The Committee has discussed the restatement with
management and the auditors, with particular focus on
the foreign currency translation reserve and the impact
on the profit on disposal of SPS (EU) Ltd. The Committee
is satisfied that the calculations have been performed
accurately and disclosures in the financial statements are
sufficient to explain the change.
Financial statements
The Committee considered, and was satisfied with,
management’s presentation of the financial statements
and, in particular, the presentations of certain items as
exceptional items.
The auditors confirmed to the Committee that it was not
aware of any material misstatements during the course of
their work. The Committee is satisfied that the judgments
made by management are reasonable and that appropriate
disclosures have been included in the financial statements.
Specific areas of audit and accounting risk reviewed by the
Committee were:
After reviewing the presentation from management and
following discussions with the auditors, the Committee is
satisfied that:
Accounting for defined benefit pension scheme
The defined benefit pension scheme is material to the
financial position of the Group. The amount shown in
the balance sheet is sensitive to changes in key actuarial
assumptions. In addition calculations of the impact of the
buy-in and flexible early retirement offer were also sensitive
to the actuarial assumption used. The Committee reviewed
the appropriateness and consistency of these assumptions
and the auditors confirmed that the assumptions used were
reasonable and within an acceptable range. Full disclosure
of the pension scheme is provided in note 4 to the financial
statements, which includes the key period end assumptions
on page 56 and the sensitivities on page 58.
Supplier rebates
As in previous years, the business receives rebates from
key suppliers based on agreed fixed rates relating to
the volumes of goods purchased in a calendar year. The
Committee does not consider the Group’s rebates to be
highly complex as: they are volume related; agreement
periods are coterminous with the Group’s accounting
period; there are written agreements in place with suppliers;
and historically rebates have been collected. However,
following recent FRC guidance this has been highlighted as
an area of focus as the rebates are material to the results
for the period.
• the financial statements appropriately address the
critical judgments and key estimates both in respect of
the amounts reported and the related disclosures in the
financial statements;
• that the processes used for determining the value of the
assets and liabilities have been appropriately reviewed,
challenged and are sufficiently robust; and
• that the financial statements taken as a whole are
fair, balanced and understandable and provide the
information necessary for Shareholders to assess the
Group’s position and performance, business model and
strategy.
Auditor independence
PricewaterhouseCoopers LLP, or its predecessor firms,
has been the Company’s auditor since 1992. The Audit
Committee considers that the relationship with the
auditors is working well and remains satisfied with their
effectiveness.
Accordingly, the Committee has not considered it necessary
to date to require the firm to retender for the Audit.
However, the Committee has noted the guidance from the
Financial Reporting Council and changes in the EU to the
regulatory framework and will continue to keep the matter
under review.
The Committee has discussed any judgements made
in accruing supplier rebates and the collectability of
these amounts with management and the auditors. The
Committee is satisfied that the amounts of income accrued
are appropriate.
The external auditors are required to rotate the audit
partner responsible for the Group and subsidiary audits
every five years. The current audit partner was first
appointed in respect of the financial year ended December
2010 and will cease to be the partner in charge of the
21
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Statement on Corporate Governance continued
The internal controls extend to the financial reporting
process and the preparation of the consolidated financial
statements. The basis of preparation of the consolidated
financial statements is set out on page 48.
The internal control process will continue to be monitored
and reviewed by the Board which will, where necessary,
ensure improvements are implemented. During the year
the Board has undertaken a review of the effectiveness of
internal controls and systems. No material matters were
identified.
J.A. Warren
Chairman of the Audit Committee
4 March 2015
Company audit at the conclusion of the December 2014
audit, after five years, in line with the Listing Rules.
There are no contractual obligations restricting the
Company’s choice of external auditor.
Taking into consideration the external auditors’ knowledge
of the Group and level of experience, the Audit Committee
has recommended to the Board that the external auditors
are re-appointed.
Given the present structure of the Group, the Board does
not currently consider the establishment of a separate
internal audit function to be necessary. However, this matter
is reviewed by the Board at least annually.
The Group has a ‘Whistleblowing’ policy which contains
arrangements for the Company Secretary to receive, in
confidence, complaints on accounting, risk issues, internal
controls, auditing issues and related matters for reporting to
the Audit Committee as appropriate.
As necessary, the Audit Committee holds private meetings
with the external auditors to review key issues within their
spheres of interest and responsibility.
As Chairman of the Committee I will be present at the
Annual General Meeting to answer questions on this
report, matters within the scope of the Audit Committee’s
responsibilities and any significant matters brought to the
Audit Committee’s attention by the external auditors.
Internal control
The control system of the Group is intended to manage
rather than eliminate the risk of failure to meet the Group’s
objectives and any such system can only provide reasonable
and not absolute assurances against material misstatement
or loss. The effectiveness of the control system including
financial, operating, compliance and risk management is
reviewed by the Board at least annually.
Additionally, through the management process outlined in
the Statement on Corporate Governance on pages 17 and
18, the Group operates a continuous process of identifying,
evaluating and managing the significant risks faced by each
business and the Group as a whole. This process, which has
been in place throughout 2014 and up to the date of the
approval of this Annual Report, complies with the Turnbull
guidance and includes the following:
• a defined organisational structure with appropriate
delegation of authority;
• formal authorisation procedures for all investments;
• clear responsibilities on the part of management for
the maintenance of good financial controls and the
production and review of detailed accurate and timely
financial management information;
• the control of financial risks though clear authorisation
levels;
• identification of operational risks and the development of
mitigation plans by the senior management;
• regular reviews of both forward looking business plans
and historic performance; and
• regular reports to the Board from the Executive Directors.
22
4imprint Group plc Annual Report and Accounts 2014 Annual statement by the Chairman of the Remuneration
Committee
The Committee reserves the right to make payments
outside its approved policy but only in exceptional
circumstances. The Committee would only use this right
where it believes that this is in the best interests of the
Company and when it would be disproportionate to
seek specific approval from a general meeting. No such
payments have been made during the period.
Remuneration is a topic upon which Shareholders have
widely differing views, but I hope that 4imprint’s principles
of clarity, relative simplicity and balance will help to explain
what the Committee does and to enable Shareholders
to evaluate the Remuneration Policy. In this context, I am
pleased to note that at the 2014 Annual General Meeting
the Remuneration report was approved by 99.42% of votes
cast, and the Remuneration Policy by 83.22%.
S.J. Gray
Chairman of the Remuneration Committee
4 March 2015
The Board’s strategy is the pursuit of further profitable
and cash generative organic growth in 4imprint Direct
Marketing while taking appropriate steps to reduce the
risk of the legacy defined benefit pension scheme.
Recent years have seen sustained growth in the 4imprint
Direct Marketing business and in earnings per share and
share price. The Board and the Remuneration Committee
aim to ensure that the Company has the best possible
management to continue both that growth and the
creation of further shareholder value and aim to reward
for fulfilment of this strategy.
The Committee’s approach to remuneration is that it
should: (i) be competitive when compared to those in
organisations of similar size, complexity and type; (ii)
be structured so that remuneration is linked to the long
term growth in profitability and shareholder value of the
Company; (iii) be clear, easy to understand and motivating;
(iv) not promote unacceptable behaviour or encourage
unacceptable risk taking; and (v) be structured to avoid
reward for failure.
As indicated in my Annual Statement in the 2013 Annual
Report and Accounts, the Committee intends during 2015
to implement a new, share based, long-term incentive
plan which will reflect the changes in the Group since
the introduction of the 2011 Performance Share Plan
particularly its increasing focus on the business in the
United States. This new plan will support the long term
strategy of the Group, align management interests with
those of Shareholders and will be put to Shareholders for
approval at the 2015 Annual General Meeting. Assuming it
is approved, awards will be made pursuant to its terms. The
proposed plan has been subject of discussions with major
Shareholders and details will be set out in the Notice of
Annual General Meeting.
23
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Bonuses
Approving the bonuses for the Executive Directors for 2013.
Approving the structure of the bonus criteria for Executive
Directors for 2014.
Settlement Agreement for Group Finance Director
Approving the terms of the Settlement Agreement between
the Company and Ms G. Davies.
Future remuneration policy
The Company has a well-established and clear remuneration
policy which, in the view of the Committee, has made an
important contribution to the success of the Company
over a sustained period. The policy includes providing
Executive Directors with remuneration packages which are:
(i) competitive when compared to those in organisations
of similar size, complexity and type; (ii) structured so
that remuneration is linked to the long term growth in
profitability and shareholder value of the company; (iii)
clear, easy to understand and motivating; (iv) designed
not to promote unacceptable behaviour or encourage
unacceptable risk taking; and (v) structured to avoid reward
for failure.
At the 2014 Annual General Meeting Shareholders
approved the remuneration policy as set out below,
with the policy taking effect from the date on which the
resolution was passed.
Elements of remuneration
Remuneration for Executive Directors comprises both fixed
and variable elements. The principal component of the fixed
element is a salary, which is set at an appropriate level for
the size and type of the Company to retain the quality of
management it requires to further the Board’s objectives,
but which is not excessive.
The variable element of remuneration is designed to
incentivise and motivate management to meet annual
performance targets and reward for performance. The
principal components of the variable element are (i) an
annual bonus and (ii) a share based long term incentive
plan.
The targets for the annual bonus, which is currently capped
at a maximum of 50% of annual base salary, are set by the
Committee each year and evolve with the growth objectives
of the Company. They include profitability, cash generation,
improvement in financial performance over prior year and
specific corporate objectives designed to meet the Board’s
strategy.
Remuneration report
This report sets out the information required by the Companies
Act 2006, Schedule 8 of the Large and Medium sized
Companies and Groups (Accounts and Reports) Regulations
2008 and the Listing Rules of the Financial Conduct Authority.
This report is unaudited, except where otherwise stated. An
ordinary resolution to approve this report will be put to the
Annual General Meeting on 6 May 2015.
Remuneration governance
Remuneration Committee composition
The Remuneration Committee is a committee whose
membership is comprised solely of Independent Non-
Executive Directors, being Mr S.J. Gray (Chairman of the
Committee) and Mr J.A. Warren. The Committee meets at
least once a year and may invite other attendees as it sees fit.
During the year ended 27 December 2014 the Committee
took advice from PricewaterhouseCoopers LLP on the design
of the proposed share based long-term incentive plan to be
put before the 2015 Annual General Meeting. Additionally,
since 27 December 2014, the Committee has sought the
view of Shareholders on the proposed plan. The Committee
remains mindful of the remuneration of employees when
reviewing changes in executive pay.
Remuneration Committee responsibilities
The principal duties of the Remuneration Committee
are reflected in its terms of reference and include the
following:
to determine and recommend to the Board the overall
remuneration policy of the Company;
to determine and recommend to the Board the
remuneration of the Executive Directors;
to monitor and review the level and structure of
remuneration for senior management;
to determine the targets for any performance related
bonus and share incentive schemes operated for
Executive Directors and senior management; and
to review and approve any material termination
payments.
The remuneration of Non-Executive Directors is determined
by the Executive Chairman of the Board and the Executive
Directors.
Remuneration Committee activities in the period
ending 27 December 2014
The Remuneration Committee met twice during the period
ending 27 December 2014 and the following matters were
considered:
Salaries
Approving the salaries of the Executive Directors for 2014
and monitoring and reviewing the level and structure of
salaries for senior management for 2014.
24
4imprint Group plc Annual Report and Accounts 2014 The fixed and variable components of remuneration are set out below:
Fixed components
Element and purpose
Policy and opportunity
Operation and
performance measures
Implementation
of policy in year
Base salary
This is the basic element
of pay and reflects the
individual’s role, position
and responsibility within
the Company and includes
adjustments to reflect their
experiences, capability and
contribution
Benefits in kind
To provide other benefits
valued by the recipient
to assist in attracting and
retaining executives of the
required quality to meet the
Board’s objectives
While base salaries are
reviewed each year, the
Company’s policy is not
automatically to award an
inflationary increase
Base salaries are considered
against those paid in
organisations of similar
size, complexity and type
in order to attract and
retain the required quality
of executives to meet the
Board’s strategy and, while
the Committee applies
judgement rather than
setting by reference to a
fixed percentile position,
its general approach when
considered in conjunction
with variable pay and
long-term incentives is to
constrain base salaries to
levels it believes to be at the
lower end of an acceptable
market range
No claw back or recovery
provisions apply
Provide benefits in kind
which are competitive in the
market
Benefits include:
(i) company car or car
allowance paid in cash
(ii) private medical insurance
for the executive and his/
her family
(iii) life assurance of 4 times
base salary
(iv) income protection
insurance
(v) access to independent
professional advice when
necessary
No claw back or recovery
provisions apply
Base salary is paid monthly
in arrears in cash
Base salaries are reviewed
annually with changes
normally taking effect
from 1 January taking into
account:
For the year ended 27
December 2014 the US
dollar denominated salary of
Mr K. Lyons-Tarr increased
by 4.2%, and the Sterling
denominated salaries of
Ms G. Davies and
Mr A.J. Scull by 2.7% each
The maximum salary
increase will normally be
in line with the market.
However, larger increases
may be awarded in certain
circumstances, including,
but not limited to:
(i) increase in scope or
responsibilities of the role
(ii) to apply salary
progression for a newly
appointed director
(iii) where the directors’
salary has fallen
significantly below the
market positioning
No changes were made
to this element of
remuneration in the year
ended 27 December 2014
(i) personal contribution
(ii) changes in level of
responsibility
(iii) change of role
(iv) individual experience
and performance
(v) market practice
Benefits currently received
by Executive Directors
comprise a car allowance
(other than for
Mr K. Lyons-Tarr and
Mr J.W. Poulter) and for
each Executive Director,
(other than Mr J.W. Poulter)
and their spouse and
children up to the age of
18 provision of a private
healthcare and income
protection scheme
The Company may
periodically amend the
benefits it makes available
and the Executive Directors
would normally be eligible
to receive such amended
benefits on similar terms to
all other senior staff
25
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Remuneration report continued
Fixed components continued
Element and purpose
Policy and opportunity
Operation and
performance measures
Implementation
of policy in year
Pension
To attract and retain
Executive Directors of the
required quality to meet
the Board’s objectives and
remain competitive within
the market place
Provide a competitive
employer sponsored pension
plan
The maximum entitlement is
15 per cent of base salary
No claw back or recovery
provisions apply
All Executive Directors (other
than Mr J.W. Poulter) are
eligible to (i) participate
in a defined contribution
pension plan or (ii) receive
a salary supplement in lieu
(such salary supplement
is not taken into account
as salary for calculation of
annual bonus, LTIP or other
benefits), with a total value
of 15 per cent of salary
Mr K. Lyons-Tarr is entitled
to receive post retirement
benefits through the defined
contribution retirement
programmes established by
4imprint Incorporated
No changes were made
to these elements of
remuneration within the
year
Ms G. Davies and
Mr A.J. Scull received a
total benefit equivalent to
15 per cent of salary
Mr K. Lyons-Tarr received a
total benefit equivalent to
2.9 per cent of salary
During the financial year
ended 27 December 2014
no contributions for
Mr A.J. Scull were paid into
the defined contribution
pension scheme but an
equivalent amount to such
contributions was paid to
Mr A.J. Scull as salary, which
is subject to deduction of
tax and National Insurance
26
4imprint Group plc Annual Report and Accounts 2014 Variable components
Element and purpose
Policy and opportunity
Operation and
performance measures
Implementation
of policy in year
Annual Bonus
The short term incentive
arrangements are designed
to motivate employees and
incentivise delivery of annual
performance targets across
a range of key strategic
areas for the business
The maximum bonus
potential is 50 per cent of
base salary for all Executive
Directors (including with
effect from 1 January 2014,
Mr J.W. Poulter)
Bonus levels and the
appropriateness of
performance measures are
reviewed annually to ensure
they continue to support the
Company’s strategy
In respect of the CEO of the
Direct Marketing business,
the bonus is based upon
revenue percentage increase
and operating profit margin
percentage achieved in the
Direct Marketing business
In respect of the other
Executive Directors the
bonus is based upon
a range of measures
including profitability, cash
generation, improvement
in financial performance
over prior year and specific
corporate objectives, for
example, reducing the risks
associated with the legacy
defined benefit pension
scheme
The Company retains the
ability to adjust or set
different performance
measures if events occur
(e.g. a change in strategy,
material acquisition,
divestment or change in
prevailing market conditions)
which cause it to determine
that the conditions are no
longer appropriate and that
amendment is required so
that the conditions achieve
their original purpose.
In these circumstances,
any amendment would
not result in achievement
against those measures
being materially less
difficult to satisfy. Any
use in this ability would,
where relevant, be
explained in the Annual
Remuneration Report and
may, as appropriate, be
the subject of consultation
with the Company’s major
Shareholders
No claw back or recovery
provisions apply
Any annual bonus is paid
in one tranche, usually in
March
The bonuses to be paid
to Executive Directors in
respect of the year ended
27 December 2014 were:
50 per cent of salary in
respect of the Executive
Directors, being
£60k in the case of
Mr J.W. Poulter,
£92.5k in the case of
Ms G. Davies and
Mr A.J. Scull and
$182.5k in the case of
Mr K. Lyons-Tarr
Bonuses were payable
since all targets for the year
ended 27 December 2014
were met or exceeded.
Targets included:
(i) growth in earnings per
share;
(ii) increase in underlying
operating profit; and
(iii) reducing the risk of the
legacy defined benefit
pension scheme
27
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Remuneration report continued
Variable components continued
Element and purpose
Policy and opportunity
Operation and
performance measures
Implementation
of policy in year
Long-term incentives
To motivate and incentivise
delivery of sustained share
price performance over the
long-term, the Group has
operated the 2011 4imprint
Group plc Performance
Share Plan (“2011 PSP”)
A new long term share
based incentive plan will
be put to Shareholders for
approval at the 2015 AGM
Shareholding guidelines
To encourage share
ownership by the Executive
Directors and ensure
interests are aligned with
Shareholders
Given the changes in the
structure of the Group
since the approval by
Shareholders of the 2011
PSP, in particular the
divestment of the two UK
based businesses, Brand
Addition in 2012 and SPS in
2014 and the consequent
increasing focus of the
Group’s business towards
the USA, it is intended that
no further awards under the
2011 PSP will be made and
that a new long-term share
based incentive plan will
be put to Shareholders for
approval at the 2015 AGM.
Assuming such new plan is
approved by Shareholders,
awards (including any
maximum awards) will be
made pursuant to its terms
No claw back or recovery
provisions apply
Executive Directors are
required to hold shares to
the value of at least one
times annual Base Salary
No long-term incentive
awards were made to
Directors in the year
All existing awards to
Executive Directors were
exercised in the year
Under the terms of the
2011 PSP the Executive
Directors were entitled to
nil-cost share options and
conditional share awards
which vested upon share
price targets of £3, £3.50
and £4 being achieved and
maintained for a minimum
of thirty consecutive dealing
days and became exercisable
on 27 April 2014 being
three years from the date of
grant. The 2011 closing year
end share price was £2.29
Currently (using a share
price of £7.95 being the
share price at the end of
the period concluding on
27 December 2014) the
value of the shareholdings
of the respective Executive
Directors at the same date
and as a multiple of their
annual salaries are:
(i) Mr J.W. Poulter 7.95
(ii) Mr K. Lyons-Tarr 8.89
(iii) Ms G. Davies 6.86
(iv) Mr A.J. Scull 6.02
28
4imprint Group plc Annual Report and Accounts 2014 Element and purpose
Policy and opportunity
Operation and
performance measures
Implementation
of policy in year
No schemes were
established or options
granted in the year ended
27 December 2014
Current fee levels are
£35,000 for the role of
Non-Executive Director
Save As You Earn – two
plans are in place. The first
is a Save As You Earn plan
in the UK under which
individuals may save up to
a maximum of £250 each
month for a fixed period of
three years
The second is an Employee
Stock Purchase plan in the
USA under which individuals
may save amounts each
month for a period of two
years and three months
At the end of the savings
period, individuals may use
their savings to buy ordinary
shares in the Company at
a discount of up to 20 per
cent of the market price
set at the launch of each
scheme
Fees are paid monthly in
arrears in cash
Fee levels for the Non-
Executive Directors are
reviewed periodically, the
last such review being on
their appointment in 2012
All-employee share plans
To encourage share
ownership by employees,
thereby allowing them
to share in the long-term
success of the Group and
align their interests with
those of the Shareholders
Executive Directors are
able to participate in all-
employee share plans on the
same terms as other Group
employees
Non-Executive Director fees
To set fees reflecting
time commitments and
responsibilities in each role,
in line with fees provided by
similarly sized companies
The fees paid to the Non-
Executive Directors aim to
be competitive with other
fully listed companies of
equivalent size, complexity
and type. Fee levels are
periodically reviewed by the
Board. The Company does
not adopt a quantitative
approach to pay positioning
and exercises judgement
as to what it considers to
be reasonable in all the
circumstances as regards
quantum
No claw back or recovery
provisions apply
29
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Remuneration report continued
Recruitment remuneration policy
The Company’s recruitment remuneration policy aims to secure the appointment and promotion of high-calibre executives
to strengthen the management team and secure the appropriate skills to deliver the Company’s strategic objectives.
The following represents guidelines considered reasonable by the Committee:
the starting point for the Committee will be to look at the general remuneration policy for Executive Directors as set out
previously and structure a package in accordance with that policy;
for external appointments, the Committee reserves the right to make payments outside this policy, but only in
exceptional circumstances. The Committee would only use this right where it believes that to do so would be in the best
interests of the Company and when it would be disproportionate to seek specific approval from a general meeting. Any
use of this discretion would be disclosed to Shareholders;
for an internal appointment, any variable pay element awarded in respect of the prior role may either continue on its
original terms or be adjusted to reflect the new appointment, as appropriate;
for external and internal appointments, the Committee may agree that the Company will meet certain relocation
expenses and legal fees as it considers to be appropriate. Assistance will be subject to reasonable claw back for service of
less than 24 months;
it is not envisaged that, ignoring any special recruitment arrangements which may prove to be necessary, any annual
bonus or long-term incentive compensation arrangements, will operate differently (including the maximum award levels)
than for the predecessor of any newly appointed executive;
where it is necessary to make a recruitment-related pay award to an external candidate, the Company will not pay more
than the Committee considers to be necessary and will in all cases seek, in the first instance, to deliver any such awards
under the terms of the existing incentive pay structure. It may, however, be necessary in some cases to make such awards
on terms that are more bespoke than the existing annual and equity-based pay structures at the Company in order to
secure a candidate; and
all awards for external appointments, whether under any long-term incentive plan, or otherwise, will take account of the
nature, time-horizons and performance requirements for any remuneration relinquished by the individual when leaving
a previous employer, and will be appropriately discounted to ensure that the Company does not, in the opinion of the
Committee, over-pay. Any such awards would not be considered in calculating any other element of remuneration.
Statement of voting at general meeting
At the Annual General Meeting held on 6 May 2014, the Directors’ Remuneration Report received the following votes from
Shareholders: For 99.42%; Against 0.58%.
30
4imprint Group plc Annual Report and Accounts 2014 Total Shareholder Return
The graph below illustrates the Company’s Total Shareholder Returns performance relative to constituents of the FTSE small cap
and FTSE small cap media of which the Company is a constituent. The graph shows performance of a hypothetical £100 invested
in its performance over the period.
800
700
600
500
400
300
200
100
0
4imprint Group
FTSE Small Cap Media
FTSE Small Cap
2008
2009
2010
2011
2012
2013
2014
Change in Executive Chairman total remuneration
K.J. Minton
J.W. Poulter
Total remuneration
Annual variable award
% versus max opportunity
Long term incentive
Vesting rate
2010
£000s
2011
£000s
2012
£000s
2013
£000s
2014
£000s
172
40
212
120
120
738
738
1,380
1,380
180
180
100%
n/a
n/a
n/a
100%
–
– 33.30% 66.70%
–
Currently there is no Group Chief Executive Officer and therefore reference in this section is to the Executive Chairman, who
fulfils the role.
Percentage change in remuneration of Executive Chairman and employees
The table below shows the percentage change in remuneration of the Director undertaking the role of Group Chief
Executive Officer and the Company’s employees as a whole between 2014 and 2013.
Percentage increase in remuneration in 2014
compared with remuneration in 2013
Average pay based on all employees
Executive Chairman
Salary
Benefits
Annual bonus
0.0%
0.0%
*
* Annual bonus payable in respect of the year is £60,000. No bonus arrangement was in place in 2013.
3.0%
0.0%
24.3%
31
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Remuneration report continued
Relative importance of spend on pay
The table below shows the Group’s actual spend on pay (for all employees within continuing operations) relative to
dividends:
Wages and salaries
Dividends paid
2014
$m
33.20
7.92
2013
$m
28.79
6.56
%
change
15.3%
20.7%
Reward scenarios
The chart below shows how the composition of the Executive Directors’ remuneration packages for 2015 may vary at
different levels of performance under the policy set out in this report as a percentage of total remuneration opportunity.
John Poulter
(£’000)
Annual bonus
Base
Andrew Scull
(£’000)
Annual bonus
Base
Kevin Lyons-Tarr
($’000)
Annual bonus
Base
200
150
100
50
0
23% 33%
100% 77% 67%
Base
O n target
M axim u m
350
300
250
200
150
100
50
0
20% 29%
600
500
400
300
22% 32%
100% 80% 71%
200
100% 78% 68%
Base
O n target
M axim u m
100
0
Base
O n target
M axim u m
Gillian Davies is stepping down as a Director on 31 March 2015. Details of her remuneration package for 2015 are shown
on page 34.
If the proposed 2015 share based incentive plan is approved by Shareholders at the 2015 AGM and awards are made to
directors then the composition of Executive Directors’ remuneration packages at different levels of performance may vary
from that shown above.
Remuneration implementation
Current service agreements
Ms G. Davies and Mr A.J. Scull (the “UK-based Executive Directors”) have rolling service contracts which continue until
terminated by the expiry of twelve months written notice from the Company to the Director. Each service contract provides
for participation in a discretionary bonus scheme, the provision of a car (or car allowance) and, in the case of Ms G. Davies,
pension entitlements and in the case of Mr A.J. Scull, pay in lieu of pension entitlements. The contractual termination
payment in such circumstances would comprise up to twelve months payments, equivalent to the notice period, in respect
of salary, car allowance, employers’ contributions to defined contribution pension schemes (in the case of Ms G. Davies) and
contributions to healthcare and income protection schemes.
Mr K. Lyons-Tarr (the “US-based Executive Director”) has a rolling employment agreement with 4imprint Incorporated
which continues until terminated by the expiry of twelve months written notice from that Company to the Director. The
employment agreement for the US-based Executive Director provides for participation in a discretionary bonus scheme and
entitlement to benefits generally available to employees of 4imprint Incorporated from time to time including, for example,
retirement, disability, group accident, life and health insurance programmes. The contractual termination payment in such
circumstances would comprise up to twelve months payments, equivalent to the notice period in respect of salary and other
non-discretionary components.
32
4imprint Group plc Annual Report and Accounts 2014
Any commitment made to the Executive Directors by the Company under his/her service contract or otherwise which is
consistent with the approved remuneration policy in force at the time that commitment was made will be honoured, even
where it is not consistent with the policy prevailing at the time such commitment is fulfilled.
Name
Contract Details
J.W. Poulter
30 April 2013
Unexpired term at
27 December 2014
Notice period
(i) from Company
(ii) from Director
Contractual Termination
payment
One year and
four months
(i) Three months
(i) n/a
(ii) Three months
(ii) n/a
G. Davies
6 December 2004
n/a
(i) Twelve months
(i) Twelve months
(ii) Six months
(ii) n/a
contractual benefits
K. Lyons-Tarr
27 July 2009
n/a
(i) Twelve months
(i) Twelve months
(ii) Six months
(ii) n/a
contractual benefits
A.J. Scull
8 November 2004
n/a
(i) Twelve months
(i) Twelve months
(ii) Six months
(ii) n/a
contractual benefits
Letters of appointment for the Executive Chairman and the Non-Executive Directors
Mr J.W. Poulter, the Executive Chairman, has a letter of appointment dated 30 April 2013. The appointment is for a period
of three years from 1 May 2013 after which it is renewable by mutual agreement subject to the provisions in respect of
reappointment contained in the Company’s Articles of Association.
The letter of appointment indicates that the appointment will terminate, forthwith, without any entitlement to
compensation, if, at any time:
(a) he is not reappointed as a Director of the Company upon retirement (by rotation or otherwise) pursuant to the
Company’s Articles of Association; or
(b) he is removed as a Director of the Company by resolution passed at a General Meeting of the Company; or
(c) he ceases to be a Director of the Company by reason of his vacating or being removed from office pursuant to any
provisions of the Company’s Articles of Association.
The letter of appointment does not provide for: (i) any participation in an annual bonus scheme; (ii) any pension provision;
or (iii) any car allowance. With effect from 1 January 2014, Mr J.W. Poulter became entitled to the annual bonus.
Mr S.J. Gray and Mr J.A. Warren have letters of appointment dated 30 May 2012. Their respective appointments are for
three years, after which they are renewable by agreement with the Company, subject to the provisions in respect of re-
appointment contained in the Company’s Articles of Association. The letter of appointment indicates that the appointment
will terminate, forthwith, without any entitlement to compensation, if, at any time (a), (b) or (c) above apply.
The Executive Directors service contracts and the Non-Executive Directors and Mr J.W. Poulter’s letters of appointment are
available for inspection at the Company’s registered office.
Payment for loss of office
Executive Directors are entitled to receive benefits on termination of employment in accordance with their contracts of
employment. The Committee may consider other benefits within the remuneration policy. In addition to any contractual
rights, all employees (including the Executive Directors) may have legal rights to certain additional payments e.g. in a
redundancy situation.
No loss of office payments or payments to past Directors were made in the year under review. However an accrual was
made for payments to be made to Ms G. Davies in 2015.
It was announced on 18 December 2014, that, following the decision that the Group Finance Director should be based in
the USA, Ms G. Davies will step down as a Director and employee of the Company on 31 March 2015, after which she will
be available to the Company until 30 June 2015 to provide support to her successor and to assist with an orderly transition.
33
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Remuneration report continued
The Remuneration Committee has determined that Ms G. Davies will continue to receive her salary and contractual benefits
until 31 March 2015. It has also determined the following:
Payment in lieu of notice
Ms G. Davies will receive £223,350, being the value of her base salary, car allowance, life assurance and pension
contributions in respect of the 12 months notice period that she is not required to serve. This sum shall be payable in the
following instalments:
• one-third within 14 days following 31 March 2015;
• one-third within 14 days following 31 July 2015; and
• the remaining third in four equal monthly instalments commencing in December 2015.
Such instalments shall cease or be reduced if she commences alternative employment.
Annual bonus
Ms G. Davies will, at the sole discretion of the Company’s Remuneration Committee, receive an annual performance-related
bonus for the 2015 financial year. Any bonus shall be pro-rated to reflect the period of her employment.
Other benefits
The Company will continue to provide health insurance for Ms G. Davies until 31 March 2016 or such earlier date upon
which she commences alternative employment.
Share Save Scheme (the “SAYE Scheme”)
Any share options held by Ms G. Davies under the UK Savings Related Share Option Scheme will be treated in accordance
with the rules of the Scheme.
No further payments or entitlements will be bestowed upon Ms G. Davies either in connection with her loss of office or in
relation to the cessation of her employment.
The following information on pages 34 to 36 has been subject to audit.
Apart from Mr K. Lyons-Tarr, Directors are paid in Sterling. It is therefore considered more appropriate to present the
Directors’ remuneration in Sterling. The US dollar remuneration amounts for Mr K. Lyons-Tarr are disclosed separately below:
Directors’ remuneration – single total figure
Basic
salary/fee
£
Benefits
in kind
£
Annual
bonus
£
Total
emoluments
£
LTIP
vested
£
Executive
J.W. Poulter
G. Davies
A.J. Scull
120,000
60,000
180,000
185,000
13,796
92,500
291,296
185,000
16,033
92,500
293,533
K. Lyons-Tarr
221,037
12,175
110,693
343,905
Employers
pension
contributions/
pay in lieu
(a)
£
Total
remuneration
2014
£
180,000
27,750
319,046
27,750
321,283
5,520
349,425
Non-Executive
J.A. Warren
S.J. Gray
Total
35,000
35,000
35,000
35,000
35,000
35,000
781,037
42,004
355,693
1,178,734
–
61,020
1,239,754
Benefits in kind are described on page 25.
(a) Mr A.J. Scull received £27,750 pay in lieu of pension contributions (2013: £27,000).
34
4imprint Group plc Annual Report and Accounts 2014
Basic
salary/fee
£
Benefits
in kind
£
Annual
bonus
£
Total
emoluments
£
Employers
pension
contributions/
pay in lieu
(b)
£
LTIP
vested
(c)
£
Total
remuneration
2013
£
Executive
J.W. Poulter
G. Davies
A.J. Scull
120,000
120,000
1,260,000
1,380,000
180,000
13,085
90,000
283,085
1,260,000
27,000
1,570,085
180,000
15,801
90,000
285,801
1,260,000
27,000
1,572,801
K. Lyons-Tarr
223,771
9,833
111,885
345,489
1,260,000
6,549
1,612,038
Non-Executive
J.A. Warren
S.J. Gray
Total
35,000
35,000
35,000
35,000
35,000
35,000
773,771
38,719
291,885
1,104,375
5,040,000
60,549
6,204,924
(b) Mr A.J. Scull received £27,000 pay in lieu of pension contributions.
(c) Restated to be based on the 200,000 shares each vested in 2013 at the exercise price at 28 April 2014 £6.30 (previously based on an
average for the last quarter of 2013 of £6.18).
K. Lyons-Tarr US dollar remuneration
Basic
salary/fee
$
Benefits
in kind
$
Annual
bonus
$
Total
emoluments
$
LTIP
vested
(c)
$
Employers
pension
contributions/
pay in lieu
$
Total
remuneration
$
2014
2013
364,424
20,073
182,500
566,997
–
9,100
576,097
350,000
15,380
175,000
540,380
1,970,766
10,243
2,521,389
Directors’ interests in the share capital of the Company
Details of the beneficial interests in the number of ordinary shares held in the Company by each Director and their
connected persons are set out below:
J.W. Poulter
G. Davies
K. Lyons-Tarr
A.J. Scull
J.A. Warren
S.J. Gray
Holding at
Holding at
27 December 28 December
2013
2014
120,000
30,000
159,681
121,481
249,432
99,432
140,000
126,548
5,000
8,000
5,000
8,000
There has been no change in the Directors’ interests in the share capital of the Company since 27 December 2014 to the
date of this report, other than in respect of Mr K. Lyons-Tarr who received 2,395 shares pursuant to the 2012 US Sharesave
scheme.
35
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Remuneration report continued
Directors’ options over the share capital of the Company
Details of share options held by the Directors are set out below:
Holding at
28 Dec during the
year
Exercised Holding at
27 Dec
2014
2013
Date
of
grant
Exercise
price
Exercisable
From
To
J.W. Poulter
– Performance Share Plan
300,000
300,000
0 27 Apr 2011
Nil 27 Apr 2014 27 Apr 2021
– 2012 SAYE
G. Davies
3,383
3,383 31 Oct 2012
266p
1 Jan 2016 30 Jun 2016
– Performance Share Plan
300,000
300,000
0 27 Apr 2011
Nil 27 Apr 2014 27 Apr 2021
– 2012 SAYE
K. Lyons-Tarr
3,383
3,383 31 Oct 2012
266p
1 Jan 2016 30 Jun 2016
– Performance Share Plan
300,000
300,000
0 27 Apr 2011
Nil 27 Apr 2014 27 Apr 2021
– 2012 US Sharesave
2,395
2,395 31 Oct 2012
$4.76 16 Jan 2015 29 Jan 2015
A.J. Scull
– Performance Share Plan
300,000
300,000
0 27 Apr 2011
Nil 27 Apr 2014 27 Apr 2021
– 2012 SAYE
3,383
3,383 31 Oct 2012
266p
1 Jan 2016 30 Jun 2016
Gains on exercise of options in the period were £1,890,000 each for Mr J.W. Poulter, Ms G. Davies, Mr K. Lyons-Tarr and
Mr A.J. Scull (2013: £27,694 each for Ms G. Davies and Mr A.J. Scull).
During 2014 the middle-market value of the share price ranged from 6.185p to 8.45p and was 7.95p at the close of
business on 27 December 2014.
Details of share options granted by 4imprint Group plc as at 27 December 2014 are given in note 23. None of the terms
and conditions of the share options was varied during the period. The performance criteria for all Directors’ options were
consistent with the remuneration policy. Once an award has vested, the exercise of share options is unconditional, subject
to the Rules of the option grant.
On behalf of the Board
S.J. Gray
Chairman of the Remuneration Committee
4 March 2015
36
4imprint Group plc Annual Report and Accounts 2014
Statement of Directors’ responsibilities
in respect of the Annual Report, the Directors’ Remuneration report
and the financial statements
The Directors are responsible for preparing the Annual
Report, the Directors’ Remuneration report and the
financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Group and parent Company
financial statements in accordance with International
Financial Reporting Standards (“IFRSs”) as adopted by
the European Union. Under company law the Directors
must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and the Company and of the profit
or loss of the Group for that period. In preparing these
financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether applicable IFRSs as adopted by the
European Union have been followed, subject to any
material departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and the Group and enable them to ensure that the financial
statements and the Directors’ Remuneration report comply
with the Companies Act 2006 and, as regards the Group
financial statements, Article 4 of the IAS Regulation. They
are also responsible for safeguarding the assets of the
Company and the Group and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and
integrity of the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
The Directors consider that the annual report and accounts,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for Shareholders
to assess a Company’s performance, business model and
strategy.
Each of the Directors, whose names and functions are listed
in the Board of Directors on page 14 confirm that, to the
best of their knowledge:
• the Group financial statements, which have been
prepared in accordance with IFRSs as adopted by the EU,
give a true and fair view of the assets, liabilities, financial
position and profit of the Group; and
• the strategic report, operating review, financial review and
Directors’ report contained on pages 3 to 16 includes a
fair review of the development and performance of the
business and the position of the Group, together with a
description of the principal risks and uncertainties that it
faces.
By order of the Board
Andrew Scull
Company Secretary
4 March 2015
37
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Independent auditors’ report
to the members of 4imprint Group plc
The scope of our audit and our areas of focus
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) (“ISAs (UK &
Ireland)”).
We designed our audit by determining materiality and
assessing the risks of material misstatement in the
financial statements. In particular, we looked at where
the Directors made subjective judgements, for example in
respect of significant accounting estimates that involved
making assumptions and considering future events that
are inherently uncertain. As in all of our audits, we also
addressed the risk of management override of internal
controls, including evaluating whether there was evidence
of bias by the Directors that represented a risk of material
misstatement due to fraud.
The risks of material misstatement that had the greatest
effect on our audit, including the allocation of our resources
and effort, are identified as “areas of focus” in the
following table. We have also set out how we tailored our
audit to address these specific areas in order to provide an
opinion on the financial statements as a whole, and any
comments we make on the results of our procedures should
be read in this context. This is not a complete list of all risks
identified by our audit.
Report on the Group financial
statements
Our opinion
In our opinion, 4imprint Group plc’s Group financial
statements (the “financial statements”):
• give a true and fair view of the state of the Group’s affairs
as at 27 December 2014 and of its profit and cash flows
for the 52 week period (the “period”) then ended;
• have been properly prepared in accordance with
International Financial Reporting Standards (“IFRSs”) as
adopted by the European Union; and
• have been prepared in accordance with the requirements
of the Companies Act 2006 and Article 4 of the IAS
Regulation.
What we have audited
4imprint Group plc’s financial statements comprise:
• the Group balance sheet as at 27 December 2014;
• the Group income statement and statement of
comprehensive income for the period then ended;
• the Group cash flow statement for the period then
ended;
• the Group statement of changes in Shareholders’ equity
for the period then ended; and
• the notes to the financial statements, which include a
summary of significant accounting policies and other
explanatory information.
Certain required disclosures have been presented elsewhere
in the Annual Report, rather than in the notes to the
financial statements. These are cross-referenced from the
financial statements and are identified as audited.
The financial reporting framework that has been applied in
the preparation of the financial statements is applicable law
and IFRSs as adopted by the European Union.
Our audit approach
Overview
Materiality
Audit scope
Areas of focus
38
Overall Group materiality:
$1,285,000 which represents
5% of profit from continuing
operations before tax and
exceptional items.
We conducted audit work over
4imprint Group plc (the parent
Company of the Group), 4imprint
Inc. and 4imprint Direct Marketing
Limited which accounted for
100% of revenue and profit from
continuing operations before tax
and exceptional items.
Accounting for defined benefit
pension scheme liabilities.
Accounting for supplier
arrangements.
Change in presentational currency.
4imprint Group plc Annual Report and Accounts 2014
Areas of focus
How our audit addressed the area of focus
Accounting for defined benefit pension scheme liabilities
Refer to page 21 of the Statement on corporate governance,
page 51 of the Statement of accounting policies and Note 4 to
the consolidated financial statements.
The Group operates a defined benefit pension scheme which,
although now closed to future accruals and entrants, had a
deficit of $24.0m (2013: $27.4m) as at 27 December 2014. The
Group employ independent actuarial specialists in calculating the
valuation of scheme liabilities.
As part of a continuing effort to de-risk the pension scheme, the
Group has completed a further buy-in of a section of liabilities
of the pension scheme to increase the level of insured liabilities
to circa 75%, which has been treated as a re-measurement
of liabilities in the financial statements and the Group also
completed a flexible early retirement offer (“FERO”) made to
members.
The buy-in and FERO exercises have a material impact on the
valuation of the pension scheme liabilities, and are materially
sensitive to changes in underlying assumptions that are subjective.
We focused our work on the assumptions to which the valuation
of the impact of these exercises was most sensitive, namely the
discount rate, inflation rate and mortality assumptions.
We also focused on the determination of whether the buy-in
constituted a re-measurement, as accounted for, or a settlement
of liabilities.
Accounting for supplier arrangements
Refer to page 21 of the statement on corporate governance,
page 49 of the Statement of accounting policies.
The Group, primarily through 4imprint Inc., receives significant
rebates from its suppliers. These relate to volume based rebates
on purchases made from key product suppliers throughout the
financial period.
We compared the discount rate, inflation and mortality
assumptions applied in the buy-in and FERO exercises to
externally derived data as well as our own, independently formed
assessments, in relation to these and other key inputs in order
to assess whether the assumptions used were reasonable. We
benchmarked the key assumptions used in valuing the scheme
liabilities with other entities with schemes of a similar size,
duration and demographic profile. We noted that all assumptions
applied were consistent with those typically being applied by other
entities and in line with our independently formed assessments,
within an acceptable range.
We inspected legal documentation in relation to the buy-in to
assess whether these were consistent with the conclusion that
the buy-in was a re-measurement of liabilities. We specifically
considered whether any committed obligations existed that would
result in the buy-in being converted to a buy-out, thus giving
rise to a settlement of liabilities. We found no evidence that such
agreements or commitments existed and noted that legal and
contractual documentation supported the treatment of the buy-in.
We also assessed whether the disclosures reflect the risks inherent
in the accounting for the pension scheme and the specific impact
of both the buy-in and FERO exercises in the current period. We
determined that the disclosures were sufficient and reflected
the impact of the transactions undertaken in the period and the
period end position of the pension scheme.
We have obtained supplier agreements and inspected them
to assess whether all rebates received, and receivable, by the
Group have been accounted for in the correct financial period
and in accordance with the specific terms of agreements with
suppliers. From inspection of these agreements we determined
that the terms and conditions, including the financial periods over
which rebate income could be earned, had been appropriately
considered in the calculations of rebates receivable.
The rebates received are based on formal signed agreements with
suppliers and are paid dependent on the level of spend within the
financial period, with which all agreements are coterminous. The
percentage of purchases paid as a rebate from certain suppliers
increases based on predetermined thresholds within supplier
agreements.
We recalculated supplier rebate income and receivables based on
spend with suppliers in the period and taking account of agreed
rebate rates per signed supplier agreements. We did not identify
any significant differences between our expectation and the
amounts actually recognised.
We have focused on this because the quantum of income
recorded under these arrangements is significant in relation to the
result for the period. Furthermore, given the number of different
rebate contracts the Group has entered into and the range of
different rebate rates used, including stepped rebates, in the
calculations there is an inherent risk of error in the calculation of
these amounts.
We compared actual receipts from suppliers in the period to
amounts recorded as receivable at the prior period end in order to
assess the accuracy of the estimation processes. We determined
that the level of current period receipts supported the assumptions
around collectability of prior period rebates receivable, and
therefore that the estimation process was reasonable in this
regard.
We tested purchase transactions around the period end to confirm
whether purchases upon which rebate income and receivables are
based had been recorded in the correct accounting period and we
noted no material exceptions from this testing.
We tested the carrying value of rebate receivable balances at
the period end by vouching them to subsequent cash receipts
from suppliers. We determined the proportions of these balances
collected as at the date of this report and noted no evidence to
suggest material doubts over collectability.
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39
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEW Independent auditors report
to the members of 4imprint Group plc continued
Areas of focus
How our audit addressed the area of focus
Change in presentational currency
Refer to page 21 of the statement on corporate governance
and to the restatement note on page 48 of the Statement of
accounting policies.
We tested all foreign exchange rates used in this exercise to
independent sources and agreed them as being in line with
published market rates.
As set out on page 7, the Group has changed presentational
currency from GBP to USD for the period ended 27 December
2014. The change in presentation currency represented a
significant one off change in the period which materially impacts
the Group’s financial reporting.
As a result of the change in presentational currency the financial
statements for the prior period have been restated and are
now reported in US dollars. An opening balance sheet as at 30
December 2012 has also been presented as required by IFRS.
The Group has entities which have US dollar and GBP functional
currencies. As part of the change in presentational currency
the Group’s prior period foreign currency translation reserve
was restated to include the impact of translation differences on
consolidating GBP functional currency entities. To this end, the
Group recalculated all foreign exchange movements on GBP
functional currency entities since its adoption of IFRS in 2004,
which was a complex calculation.
The change in presentational currency is an area of focus because
of the significant effort required to audit the change and the
significant impact it had on the Group’s financial reporting.
We gave specific focus to the impact of this change in currency on
the accounting for the disposal of SPS (EU) Limited.
We tested the calculations which support the restatement of
the prior period Group income statement, Group statement of
comprehensive income, Group balance sheet, Group statement
of changes in Shareholders’ equity, Group cash flow statement
and the notes to the financial statements. We determined that
these calculations had been accurately performed and that the
restatement amounts were appropriately reported.
We tested the calculation of the restatement of the prior period
foreign currency translation reserve. This included agreeing
income statement amounts, as well as changes in equity, of
GBP functional currency entities back to prior period financial
statements and consolidation entries, as applicable. Through these
procedures we determined that management’s calculations had
been performed accurately and that the amounts reported within
the foreign currency translation reserve, totaling $4.6m (2013:
$5.5m), were appropriate.
We tested the amount of $1.3m recycled from the foreign
currency translation reserve to the income statement on disposal
of SPS (EU) Limited in the period by agreeing it to the calculation
of the historical foreign currency movement. We determined the
amount and treatment were consistent with the requirements of
IFRS.
We inspected the disclosures on the change in presentational
currency and consider them to be adequate and sufficient to
explain the nature of the change undertaken.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we
performed enough work to be able to give an opinion on
the financial statements as a whole, taking into account the
geographic structure of the Group, the accounting processes
and controls, and the industry in which the Group operates.
The Group comprises the following entities:
• 4imprint Inc. and 4imprint Direct Marketing Limited,
trading entities that form the Direct Marketing operating
segment and are based in the United States and United
Kingdom respectively. Audit work over 4imprint Inc. is
undertaken by the UK based Group audit team who
visit the business’s operations in Oshkosh, Wisconsin to
undertake all required audit procedures;
• SPS (EU) Limited, whose operations have been presented
as discontinued in the financial statements, following its
sale in February 2014;
• 4imprint Group plc, parent Company of the Group; and
• Five non-trading entities.
We performed an audit of the complete financial
information of 4imprint Inc., 4imprint Direct Marketing
Limited and 4imprint Group plc, which we regarded as
financially significant components of the Group. These
components accounted for 100% of the consolidated
Group’s revenue and profit from continuing operations
before tax and exceptional items for the period.
Materiality
The scope of our audit was influenced by our application
of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and
on the financial statements as a whole.
Based on our professional judgement, consistent with
prior period, we determined materiality for the financial
statements as a whole as follows:
Overall Group
materiality
$1,285,000 (2013: $768,000).
How we
determined it
5% of profit from continuing operations
before tax and exceptional items.
Rationale for
benchmark
applied
We note that profit from continuing
operations before tax and exceptional items
is the key measure used both by the Board
and, we believe, externally by shareholders
in evaluating the performance of the Group.
It also represents a consistent measure of
performance period on period by removing
the impact of non-recurring items.
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above $65,000
40
4imprint Group plc Annual Report and Accounts 2014 (2013: $40,000) as well as misstatements below that amount
that, in our view, warranted reporting for qualitative reasons.
Going concern
Under the Listing Rules we are required to review the
Directors’ statement, set out on page 16, in relation
to going concern. We have nothing to report having
performed our review.
As noted in the Directors’ statement, the Directors have
concluded that it is appropriate to prepare the financial
statements using the going concern basis of accounting.
The going concern basis presumes that the Group has
adequate resources to remain in operation, and that the
Directors intend it to do so, for at least one year from the
date the financial statements were signed. As part of our
audit we have concluded that the Directors’ use of the
going concern basis is appropriate.
Adequacy of information and explanations received
Under the Companies Act 2006 we are required to report
to you if, in our opinion, we have not received all the
information and explanations we require for our audit. We
have no exceptions to report arising from this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we are required to report
to you if, in our opinion, certain disclosures of Directors’
remuneration specified by law are not made. We have no
exceptions to report arising from this responsibility.
Corporate governance statement
Under the Listing Rules we are required to review the
part of the Corporate Governance Statement relating to
the Company’s compliance with ten provisions of the UK
Corporate Governance Code. We have nothing to report
having performed our review.
However, because not all future events or conditions can be
predicted, these statements are not a guarantee as to the
Group’s ability to continue as a going concern.
Responsibilities for the financial
statements and the audit
Other required reporting
Consistency of other information
Companies Act 2006 opinion
In our opinion, the information given in the Strategic report
and the Directors’ report for the financial period for which
the financial statements are prepared is consistent with the
financial statements.
ISAs (UK & Ireland) reporting
Under ISAs (UK & Ireland) we are required to report
to you if, in our opinion:
We have no
exceptions to
report arising
from this
responsibility.
We have no
exceptions to
report arising
from this
responsibility.
Information in the Annual Report is:
• materially inconsistent with the information
in the audited financial statements; or
• apparently materially incorrect based
on, or materially inconsistent with, our
knowledge of the Group acquired in the
course of performing our audit; or
• otherwise misleading.
The statement given by the Directors on
page 21, in accordance with provision C.1.1
of the UK Corporate Governance Code (“the
Code”), that they consider the Annual Report
taken as a whole to be fair, balanced and
understandable and provides the information
necessary for members to assess the Group’s
performance, business model and strategy is
materially inconsistent with our knowledge
of the Group acquired in the course of
performing our audit.
The section of the Annual Report on pages
19 to 22, as required by provision C.3.8 of
the Code, describing the work of the Audit
Committee does not appropriately address
matters communicated by us to the Audit
Committee.
We have no
exceptions to
report arising
from this
responsibility.
Our responsibilities and those of the Directors
As explained more fully in the Statement of Directors’
responsibilities on page 37, the Directors are responsible for
the preparation of the financial statements and for being
satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and
ISAs (UK & Ireland). Those standards require us to comply
with the Auditing Practices Board’s Ethical Standards for
Auditors.
This report, including the opinions, has been prepared
for and only for the Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies
Act 2006 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report
is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
What an audit of financial statements involves
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or
error. This includes an assessment of:
• whether the accounting policies are appropriate to the
Group’s circumstances and have been consistently applied
and adequately disclosed;
• the reasonableness of significant accounting estimates
made by the Directors; and
• the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the
Directors’ judgements against available evidence, forming
our own judgements, and evaluating the disclosures in the
financial statements.
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41
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEW
Independent auditors report
to the members of 4imprint Group plc continued
We test and examine information, using sampling and other
auditing techniques, to the extent we consider necessary to
provide a reasonable basis for us to draw conclusions. We
obtain audit evidence through testing the effectiveness of
controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial
information in the Annual Report to identify material
inconsistencies with the audited financial statements and
to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing
the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the
implications for our report.
Other matter
We have reported separately on the Company financial
statements of 4imprint Group plc for the 52 week period
ended 27 December 2014 and on the information in the
Directors’ Remuneration Report that is described as having
been audited.
Nicholas Boden (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Manchester
4 March 2015
42
4imprint Group plc Annual Report and Accounts 2014
Group income statement
for the 52 weeks ended 27 December 2014
Continuing operations
Revenue
Operating expenses
Operating profit before exceptional items
Exceptional items
Operating profit
Finance income
Finance costs
Pension finance charge
Net finance cost
Profit before tax
Taxation
Profit for the period from continuing operations
Discontinued operations
Profit/(loss) from discontinued operations
Profit for the period
Earnings per share
Basic
From continuing operations
From continuing and discontinued operations
Diluted
From continuing operations
From continuing and discontinued operations
Underlying
From continuing operations
† Presentational currency changed to US dollars (see page 48).
2014
Note
$’000
2013
(restated)†
$’000
1
2
5
1
6
415,773
332,936
(391,631)
(317,080)
26,549
16,253
(2,407)
(397)
24,142
15,856
107
(7)
(903)
(803)
88
(27)
(1,445)
(1,384)
23,339
14,472
7
(6,982)
(3,857)
16,357
10,615
10
1,381
17,738
(4,825)
5,790
Cents
Cents
59.73
64.78
58.16
63.08
40.11
21.88
38.13
20.80
73.48
55.55
8
8
8
8
8
43
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Group statement of comprehensive income
for the 52 weeks ended 27 December 2014
Profit for the period
Other comprehensive (expense)/income
2014
Note
$’000
2013
(restated)†
$’000
17,738
5,790
Items that may be reclassified subsequently to the income statement:
Currency translation differences
Currency translation differences recycled to income statement on disposal of business
Items that will not be reclassified subsequently to the income statement:
Remeasurement (losses)/gains on post employment obligations
Return on Scheme assets (excluding interest income)
Remeasurement loss on buy-in
24
24
4
4
4
529
(1,347)
(15,128)
6,047
(12,622)
377
–
4,455
2,718
–
Tax relating to components of other comprehensive (expense)/income
(645)
(3,502)
Effect of change in UK tax rate
Other comprehensive (expense)/income net of tax
Total comprehensive (expense)/income for the period
Total comprehensive (expense)/income attributable to equity
Shareholders arising from
– Continuing operations
– Discontinued operations
† Presentational currency changed to US dollars (see page 48).
33
(23,133)
(5,395)
(755)
3,293
9,083
2014
$’000
2013
(restated)†
$’000
(5,429)
13,908
34
(4,825)
(5,395)
9,083
44
4imprint Group plc Annual Report and Accounts 2014
Group balance sheet
at 27 December 2014
Non current assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Current assets
Assets held for sale
Inventories
Trade and other receivables
Other financial assets – bank deposits
Cash and cash equivalents
Current liabilities
Trade and other payables
Current tax
Borrowings
Provisions for other liabilities and charges
Liabilities held for sale
Net current assets
Non current liabilities
Retirement benefit obligations
Borrowings
Deferred tax liability
Provisions for other liabilities and charges
Net assets
Shareholders’ equity
Share capital
Share premium reserve
Other reserves
Retained earnings
Total Shareholders’ equity
† Presentational currency changed to US dollars (see page 48).
2014
$’000
2013
(restated)†
$’000
2012
(restated)†
$’000
Note
11
12
13
10
14
15
16
16
9,105
1,298
4,794
8,803
1,349
6,324
15,197
16,476
–
13,824
4,353
3,686
36,810
30,105
–
18,301
59,464
8,165
17,825
73,605
19,931
1,541
10,147
31,619
–
5,393
32,617
4,847
22,780
65,637
17
(36,038)
(29,684)
(25,969)
18
20
10
4
18
19
20
22
24
(11)
–
(229)
(247)
–
–
–
(4,364)
(242)
(2,659)
–
–
(36,278)
(34,295)
(28,870)
23,186
39,310
36,767
(24,015)
(27,398)
(36,985)
–
(298)
–
–
(477)
(242)
(7,717)
(1,163)
(242)
(24,313)
(28,117)
(46,107)
14,070
27,669
22,279
18,777
68,451
5,011
17,988
68,451
5,829
17,884
68,233
5,452
(78,169)
(64,599)
(69,290)
14,070
27,669
22,279
The financial statements on pages 43 to 74 were approved by the Board of Directors on 4 March 2015 and were signed on
its behalf by:
John Poulter
Chairman
Gillian Davies
Group Finance Director
45
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Group statement of changes in Shareholders’ equity
for the 52 weeks ended 27 December 2014
Balance at 29 December 2012 (restated)†
17,884
68,233
5,452
(1,125)
(68,165) 22,279
Retained earnings
Share
Share premium
capital
$’000
Other
reserves
reserve (note 24)
$’000
$’000
Own
Profit
shares and loss
$’000
$’000
Total
equity
$’000
Profit for the period
Other comprehensive income/(expense)
Currency translation differences
Remeasurement gains on post employment obligations
Tax relating to components of other comprehensive income
Effect of change in UK tax rate
Total comprehensive income
Shares issued
Own shares utilised
Own shares purchased
Share-based payment charge
Deferred tax relating to share options
Dividends
104
218
5,790
5,790
377
377
7,173
7,173
(3,502)
(3,502)
(755)
(755)
377
8,706
9,083
8
(8)
(203)
322
–
(203)
1,243
1,243
1,503
1,503
(6,558)
(6,558)
Balance at 28 December 2013 (restated)†
17,988
68,451
5,829
(1,320)
(63,279) 27,669
Profit for the period
Other comprehensive (expense)/income
Currency translation differences
Currency translation difference recycled to income
statement on disposal of business
Remeasurement losses on post employment obligations
Tax relating to components of other comprehensive income
Effect of change in UK tax rate
Total comprehensive expense
Shares issued
Own shares utilised
Own shares purchased
Share-based payment charge
Tax relating to share options
Dividends
789
529
(1,347)
17,738
17,738
529
(1,347)
(21,703) (21,703)
(645)
(645)
33
33
(818)
(4,577)
(5,395)
2,033
(2,033)
789
–
(2,105)
(2,105)
653
383
653
383
(7,924)
(7,924)
Balance at 27 December 2014
18,777
68,451
5,011
(1,392)
(76,777) 14,070
† Presentational currency changed to US dollars (see page 48).
46
4imprint Group plc Annual Report and Accounts 2014
Net proceeds from sale of business
10
Net cash generated from/(used in) investing activities
Group cash flow statement
for the 52 weeks ended 27 December 2014
Cash flows from operating activities
Cash generated from operations
Net tax paid
Finance income
Finance costs
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Purchases of intangible assets
Net proceeds from sale of property, plant and equipment
Cash flows from financing activities
Repayment of borrowings
Capital element of finance lease payments
Transfer from/(to) other financial assets
Proceeds from issue of ordinary shares
Purchase of own shares
Dividends paid to Shareholders
Net cash used in financing activities
Net movement in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Exchange (losses)/gains on cash and cash equivalents
Cash and cash equivalents at end of the period
Analysis of cash and cash equivalents
Cash at bank and in hand
Short term deposits
† Presentational currency changed to US dollars (see page 48).
2014
Note
$’000
2013
(restated)†
$’000
25
686
17,913
(6,187)
(2,714)
120
–
108
(22)
(5,381)
15,285
(1,601)
(1,542)
(496)
5
9,717
7,625
(486)
–
1,484
(544)
–
–
(10,064)
(236)
8,161
(3,050)
22
789
(2,105)
322
(200)
9
(7,924)
(6,558)
(1,079)
(19,786)
1,165
(5,045)
17,825
22,780
(689)
90
18,301
17,825
16
16
12,466
10,815
5,835
7,010
18,301
17,825
47
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements
General information
4imprint Group plc, registered number 177991, is a public
limited company incorporated and domiciled in the UK and
listed on the London Stock Exchange. Its registered office
is 7/8 Market Place, London W1W 8AG. These financial
statements have been prepared in US dollars.
Accounting policies
The principal accounting policies adopted in the preparation
of these financial statements are set out below. These
policies have been consistently applied to all the periods
presented, except as noted below.
The Group has changed the currency in which it presents
the consolidated financial statements to US dollars to give a
more meaningful view of the Group’s financial performance
and position.
Basis of preparation
The financial statements have been prepared under
the historical cost convention in accordance with IFRS
(International Financial Reporting Standards) as adopted
by the EU, IFRS IC interpretations and those parts of the
Companies Act 2006 applicable to companies reporting
under IFRS. The standards used are those published by
the International Accounting Standards Board (IASB) and
endorsed by the EU at the time of preparing these financial
statements (March 2015).
After making enquiries, the Directors have reasonable
expectations that the Group has adequate resources to
continue to operate for the foreseeable future. Accordingly,
they continue to adopt the going concern basis in preparing
the consolidated financial statements.
Basis of consolidation
The consolidated financial statements include the financial
statements of the Company and its subsidiaries for the
period. A subsidiary is an entity that is controlled by the
Company. Control exists when the Group has the power,
directly or indirectly, to govern the financial and operating
policies of an entity so as to obtain benefits from its activities.
The financial statements of subsidiaries, as amended to
conform with Group accounting policies, are included in the
consolidated financial statements from the date that control
commences until the date that control ceases.
The purchase method of accounting is used to account
for the acquisition of subsidiaries by the Group. The cost
of an acquisition is measured as the fair value of the
consideration paid. Identifiable assets and liabilities and
contingent liabilities assumed in a business combination are
measured initially at their fair value at the acquisition date.
The excess of the cost of acquisition over the Group’s share
of identifiable net assets is recorded as goodwill. Acquisition
related costs are expensed as incurred.
The results of subsidiaries acquired or disposed of
during the year are included in the consolidated income
statement from the effective date of acquisition or up to
the effective date of disposal, as appropriate. In addition,
comparatives are also restated to reclassify disposed
businesses, or those that meet the criteria of IFRS 5 to be
classified as held for sale and as discontinued operations.
All subsidiaries have the same year end date as the Group.
Use of assumptions and estimates
The preparation of the consolidated financial statements
requires management to make judgements, estimates and
assumptions that affect the application of policies and
reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are
based on historical experiences and various other factors
that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgements
about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may
differ from these estimates.
Restatement
The Group announced on 24 October 2014 that it would
change the currency in which it presents its consolidated
financial statements from Sterling to US dollars. A
substantial portion of the Group’s revenue and earnings are
denominated in US dollars and the Board has decided that a
US dollar presentation will give a more meaningful view of
the Group’s financial performance and position.
The consolidated financial statements have been prepared
using the procedures outlined below and the prior period has
been restated in accordance with the requirements set out in
IAS 21: ‘The Effects of Changes in Foreign Exchange Rates’.
• items of income and expenditure, other than single
material identifiable transactions, denominated in non
US dollar currencies were translated into US dollars at
the average exchange rate of the reporting period. Single
material identifiable transactions, e.g. the sale of the SPS
business, have been translated at the exchange rate at the
time of the transaction;
• assets and liabilities denominated in non US dollar
currencies were translated into US dollars at the closing
rate prevailing at the balance sheet dates;
• share capital, share premium and the capital redemption
reserve have been translated at historical exchange rates;
and
• all resulting exchange differences have been recognised
in other comprehensive income and in the currency
translation reserve in accordance with the Group’s existing
accounting policy.
The relevant exchange rates used to convert the 2013
Sterling financial statements were as follows:
£/US$ – average
1.5641
£/US$ – period end 1.6494
Critical accounting policies
Critical accounting policies are those that require significant
judgements or estimates and potentially result in materially
different results under different assumptions or conditions.
Management consider the following to be the only critical
accounting policy:
Pensions
As disclosed in note 4, the Group sponsors a defined
benefit pension scheme closed to new members and
future accruals. Period end recognition of the liabilities
under this scheme and the return on assets held to fund
these liabilities require a number of significant actuarial
assumptions to be made including inflation, discount rate
and mortality rates. Small changes in assumptions can have
48
Notes to the financial statements4imprint Group plc Annual Report and Accounts 2014
a significant impact on the expense recorded in the income
statement and on the pension liability in the balance sheet.
exercisable. All options cancelled are fully expensed to the
income statement upon cancellation.
Other accounting policies
Revenue
Revenue from sales of promotional goods, delivery receipts
and other activities, is measured at the fair value of the
consideration received or receivable for goods and services
provided in the normal course of business net of discounts,
returns and sales related taxes. Revenues are recognised
upon the despatch of goods to customers.
Supplier rebates
Amounts due under rebate agreements are recognised
based upon volumes of the products purchased during the
period to which the rebates relate at the relevant rebate
rates, per supplier agreements. Amounts are credited to
the cost of purchase of goods for resale and any accrued
income is included in other receivables. Provision is made
against such receivables to the extent it is considered that
the amounts are not recoverable.
Segmental reporting
The reporting requirements of IFRS 8 requires operating
segments to be identified on the basis of internal reports
about components of the Group that are regularly reviewed
by the chief operating decision maker to allocate resources
to the segments and to assess their performance. The
chief operating decision maker has been identified by
the Directors as the Board and accordingly the segmental
reporting included in the financial statements aligns with
those reported monthly to the Board.
Leases
Where the Group has substantially all of the risks and
rewards of ownership under a lease, the lease will be
classified as a finance lease. All other leases are classified as
operating leases.
Finance leases
Assets acquired through finance leases are capitalised as
property, plant and equipment, at the lower of the fair
value of the leased asset and the present value of the
minimum lease payments. These assets are depreciated
over the lease term or the estimated useful life, whichever
is shorter. The resulting lease obligations are included in
liabilities, net of finance charges. Interest costs on finance
leases are charged directly to the income statement.
Operating leases
Assets leased under operating leases are not recorded on
the balance sheet. Rental payments are charged directly
to the income statement on a straight line basis over the
period of the lease.
Share-based payments
All share options are measured at fair value at the date of
grant using option-pricing models (primarily Black-Scholes
or Monte Carlo) allowing for any non-market and service
conditions, and the impact of any non-vesting conditions
(for example requirements for the employee to save). The
fair value is charged to the income statement over the
vesting period of the share option schemes on a straight
line basis. The value of the charge is adjusted each year to
reflect the expected number of options that will become
Exceptional items
Income or costs which are both material and non-recurring,
whose significance is sufficient to warrant separate
disclosure in the financial statements, are referred to as
exceptional items. The Directors consider that the separate
disclosure of these items assists in understanding the
Group’s financial performance.
Taxation
The tax expense for the period comprises current and
deferred tax. Tax is recognised in the income statement,
except to the extent that it relates to items recognised in
other comprehensive income or directly in equity in which
case the tax is recognised in other comprehensive income or
directly in equity, respectively.
The current income tax charge is calculated on the basis of
the tax laws enacted or substantively enacted at the balance
sheet date in the countries where the Group’s subsidiaries
operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is
subject to interpretation and establishes provisions where
appropriate on the basis of amounts expected to be paid to
tax authorities.
Deferred tax is provided in full, using the liability method,
on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the
Group’s financial statements. However, deferred income
tax is not accounted for if it arises from initial recognition
of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred
income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the balance
sheet date and are expected to apply when the related
deferred income tax asset is realised or the deferred income
tax liability is settled.
Deferred income tax assets are recognised to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Dividends
Final equity dividends are recognised in the Group’s
financial statements in the period in which the dividends are
approved by the Shareholders. Interim equity dividends are
recognised when paid.
Foreign currency
The functional and presentation currency of the Company
is Sterling, however the Group’s financial statements are
presented in US dollars.
Transactions in currencies other than the functional currency
of the Company or subsidiary concerned are recorded at
the exchange rate prevailing at the date of the transaction.
At each balance sheet date, monetary assets and liabilities
denominated in foreign currencies are translated at
the exchange rate prevailing at the balance sheet date.
Translation differences on monetary items are taken to the
income statement.
49
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Notes to the financial statements continued
On consolidation the balance sheets of Sterling enterprises
are translated into US dollars at the exchange rate ruling
at the balance sheet date and income statements are
translated at average rates for the trading period under
review. One off material transactions are translated at the
spot rate on the transaction date. The resulting exchange
differences are taken to the cumulative translation
differences reserve and are reported in the statement of
comprehensive income.
On disposal of an operation any cumulative exchange
differences held in Shareholders’ equity are recycled to the
income statement.
Derivative instruments
The Group uses derivative forward foreign exchange
contracts to hedge highly probable cash flows.
Derivatives are recognised initially at fair value and are
remeasured at fair value at each reporting date. The
treatment of the gain or loss on remeasurement depends
on the nature of the item being hedged.
Hedges of the fair value of recognised assets and liabilities
are designated as fair value hedges. Hedges of highly
probable forecast transactions are designated as cash flow
hedges.
Changes in the fair value of fair value hedging instruments
are recognised in the income statement. Changes in the fair
value of the hedged items are also recognised in the income
statement.
The effective portion of changes in cash flow hedges are
deferred in a hedging reserve, where material, and then
charged to the income statement when the forecast sale or
purchase occurs or if the forecast transaction is no longer
expected to occur. Any ineffective portion of the cash flow
hedge is recognised immediately in the income statement.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any impairment losses. No
depreciation is provided on freehold land and assets in the
course of construction. For all other property, plant and
equipment, depreciation is calculated to write-off their cost
less residual value by equal annual instalments over the
period of their estimated useful lives, which are reviewed on
a regular basis. Leasehold assets are depreciated over the
shorter of the term of the lease or their estimated useful lives.
Cost comprises the purchase price plus costs directly
incurred in bringing the asset into use.
The principal useful lives currently fall within the following
ranges:
Freehold and long leasehold buildings
Short leasehold buildings
Plant, machinery, fixtures and fittings
Computer hardware
50 years
Life of lease
3 – 15 years
3 years
Profits and losses on disposal which have arisen from over
or under depreciation are accounted for in arriving at
operating profit and are separately disclosed when material.
Intangible assets
Acquired software licences and external expenditure
on developing websites and other computer systems is
capitalised, held at historic cost and amortised from the
invoice date on a straight-line basis over its useful economic
life (currently 3 to 5 years). Internal costs and non-
development costs are expensed as incurred.
An expense is recognised for catalogues and other related
marketing expenses when the business has access to them.
Impairment of assets
All property, plant and equipment and intangible assets
are reviewed for impairment in accordance with IAS 36
‘Impairment of Assets’ if there is an indication that the
carrying value of the asset may have been impaired. Where
an impairment review is required, the carrying value of
the assets is measured against their value in use based on
future estimated cash flows, discounted by the appropriate
cost of capital, resulting from the use of those assets.
Assets are grouped at the lowest level for which there is a
separately identifiable cash flow (cash generating unit). An
impairment loss is recognised for the amount at which the
asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less
costs to sell and value in use.
Discontinued operations and assets held for sale
Business components that represent separate major lines of
business or geographical areas of operations are recognised
as discontinued if the operations have been disposed of,
or meet the criteria to be classified as held for sale under
IFRS 5. Assets and disposal groups are classified as held for
sale if their carrying amount will be principally recovered
through a sale transaction rather than through continuing
use. This condition is regarded as met only when the sale is
highly probable, expected to be completed within one year
and the asset (or disposal group) is available for immediate
sale in its present condition. Disposal groups or assets held
for sale are held at the lower of their carrying amount on
the date they are classified as held for sale and fair value
less costs to sell.
Inventories
Inventories are valued at the lower of cost, net of provisions
for slow moving and discontinued items, and net realisable
value using first in first out basis. Net realisable value is the
estimated selling price in the ordinary course of business,
less applicable variable selling expenses. Items in transit
where the Group holds the risks and rewards are included
in inventories.
Trade receivables
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment. A provision
for impairment of trade receivables is established when
there is objective evidence that the Group will not be able
to collect all amounts due according to the original terms
of receivables. The amount of the provision is recognised
in the income statement. Trade and other receivables are
discounted when the time value of money is considered
material.
50
4imprint Group plc Annual Report and Accounts 2014 Own shares held by employee share trusts
Own shares acquired, to meet future obligations under
employee share options, are held in independent trusts.
These are funded by the Company and purchases of shares
by the trusts are charged directly to equity.
Administration expenses of the trusts are charged to the
Company’s income statement as incurred.
IFRS standards effective in future financial statements
The IASB and IFRS IC have issued new or amended
standards and interpretations which are effective for
accounting periods as noted below. The impact of IFRS 15
is still being assessed, but the net impact on results is not
expected to be material. Management do not believe the
impact of adopting the other new or amended standards
and interpretations will have a material impact on the
results or net assets of the Group.
IFRS 9, ‘Financial instruments’ (effective 1 January 2018)
IFRS 15, ‘Revenue from contracts with customers’ (effective
1 January 2017)
Amendment to IAS 16, ’Property, plant and equipment’ and
IAS 38, ’Intangible assets’, on depreciation and amortisation
(effective 1 January 2016)
Amendments to IAS 32, ’Financial instruments’ on asset and
liability offsetting (effective 1 January 2014)
Amendment to IAS 36, ‘Impairment of assets’ on
recoverable amount disclosures (effective 1 January 2014)
Amendment to IAS 39, ‘Financial instruments: Recognition
and measurement’, on novation of derivatives and hedge
accounting (effective 1 January 2014)
Amendment to IAS 19, ‘Employee benefits’, on defined
benefit plans (effective 1 July 2014) (endorsed for 1 Feb
2015)
Annual improvements 2010-2012 cycle (effective 1 July
2014) (endorsed for 1 Feb 2015)
Annual improvements 2011-2013 cycle (effective 1 July
2014) (endorsed for 1 Jan 2015)
Amendments to IAS 27, ‘Separate financial statements’ on
equity accounting (effective 1 January 2016)
Amendments to IFRS 10, ‘Consolidated financial
statements’ and IAS 28, ’Investments in associates and
joint ventures’ on sale or contribution of assets (effective
1 January 2016)
Amendments to IFRS 10, ‘Consolidated financial
statements’ and IAS 28, ’Investments in associates and joint
ventures’ on applying the consolidation exemption (effective
1 January 2016)
Annual improvements (2014) (effective 1 January 2016)
Amendments to IAS 1, ’Presentation of financial statements’
disclosure initiative (effective 1 January 2016)
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits
held on call with banks and other short-term highly liquid
investments with original maturities of three months or
less. Bank overdrafts are shown within borrowings in
current liabilities on the balance sheet. In the cash flow
statement cash and cash equivalents are shown net of bank
overdrafts. Cash deposits with an original maturity in excess
of three months are classified as other financial assets.
Trade payables
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost. Trade and other
payables are discounted when the time value of money is
considered material.
Pensions
The Group operates defined contribution plans for
the majority of its UK and US employees. The regular
contributions are charged to the income statement as they
are incurred.
The Group sponsors a defined benefit scheme, which is
now closed to new members and future accruals. The
Group accounts for the defined benefit scheme under IAS
19 ‘Employee Benefits’. The deficit of the defined benefit
pension scheme is recognised in full on the balance sheet and
represents the difference between the fair value of the plan
assets and the present value of the defined benefit obligation
at the balance sheet date. A full actuarial valuation is carried
out at least every three years and the defined benefit
obligation is updated on an annual basis, by independent
actuaries, using the projected unit credit method.
Pension charges recognised in the income statement
consists of administration costs of the scheme and a finance
cost based on the interest on net pension scheme liabilities
calculated in accordance with IAS 19.
Differences between the actual and expected return on
assets, experience gains and losses and changes in actuarial
assumptions are included directly in the Group’s statement
of comprehensive income.
Borrowings
Borrowings are measured initially at fair value net of
transaction costs incurred and subsequently carried at
amortised costs using the effective interest rate method.
Arrangement fees are amortised over the life of the
borrowing. Borrowings are discounted when the time value
of money is considered material.
Provision for onerous leases
Provisions for future lease costs and dilapidations are made
when there is a legal or constructive obligation as a result
of past events and it is probable that expenditure will
be incurred and a reliable estimate can be made of that
cost. If the effect of the time value of money is material,
provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and,
where appropriate, the risks specific to the liability. Where
discounting is used, the increase in the provision due to the
passage of time is recognised as an interest expense.
51
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Notes to the financial statements continued
1 Segmental reporting
The chief operating decision maker has been identified as the Board of Directors and the segmental analysis is presented
based on the Group’s internal reporting to the Board.
At 27 December 2014, the Group is reported as one primary operating segment and the costs of the UK Head Office:
Revenue – continuing operations
4imprint Direct Marketing
North America
UK and Ireland
Total revenue from sale of promotional products
2014
$’000
2013
(restated)
$’000
398,991
320,035
16,782
12,901
415,773
332,936
Profit – continuing operations
Underlying
Total
4imprint Direct Marketing
Head Office
Underlying operating profit
Exceptional items – Head Office (note 5)
Share option related charges (note 23)
Defined benefit pension scheme administration costs (note 4)
Operating profit
Net finance income (note 6)
Pension finance charge (note 4)
Profit before tax
Taxation
Profit after tax
Other segmental information
2014
$’000
2013
(restated)
$’000
2014
$’000
2013
(restated)
$’000
31,927
22,839
31,927
22,839
(4,168)
(3,345)
(4,168)
(3,345)
27,759
19,494
27,759
19,494
(2,407)
(666)
(544)
(397)
(2,493)
(748)
27,759
19,494
24,142
15,856
100
61
100
(903)
61
(1,445)
27,859
19,555
23,339
14,472
(7,738)
(4,855)
(6,982)
(3,857)
20,121
14,700
16,357
10,615
Assets
Liabilities
Capital
expenditure
Depreciation
Amortisation
2014
$’000
2013
$’000
2014
$’000
2013
$’000
2014
$’000
2013
$’000
2014
$’000
2013
$’000
2014
$’000
2013
$’000
4imprint Direct
Marketing
51,071
43,463
(34,408)
(27,020)
2,062
1,627
(1,127)
(1,200)
(535)
(538)
Head Office items
5,289
6,804
(26,183)
(31,028)
Cash
18,301
25,990
–
–
3
–
–
–
(35)
(40)
–
–
(7)
–
(17)
–
74,661
76,257
(60,591)
(58,048)
2,065
1,627
(1,162)
(1,240)
(542)
(555)
Discontinued
operations*
–
13,824
–
(4,364)
–
264
(114)
(893)
(10)
(71)
Total
74,661
90,081
(60,591)
(62,412)
2,065
1,891
(1,276)
(2,133)
(552)
(626)
Head Office items relate principally to retirement benefit obligations and Group tax balances.
* The assets/liabilities of the discontinued operation (formerly the SPS segment) are included in assets/liabilities held for resale in 2013 (note 10).
52
4imprint Group plc Annual Report and Accounts 2014
1 Segmental reporting continued
Geographical analysis of revenue and non current assets
2014 – continuing operations
Total revenue by destination
Property, plant and equipment
Intangible assets
2013 – continuing operations
Total revenue by destination
Property, plant and equipment
Intangible assets
2 Operating expenses
Continuing operations
North
America
$’000
UK
$’000
All other
countries
$’000
Total
$’000
399,057
16,024
692
415,773
7,638
1,206
1,467
92
–
–
North
America
$’000
UK
$’000
All other
countries
$’000
9,105
1,298
Total
$’000
320,091
12,258
587
332,936
7,145
1,232
1,658
117
–
–
8,803
1,349
The following items have been charged/(credited) in arriving at operating profit:
Purchase of goods for resale, raw materials and consumables
Changes in inventories
Staff costs
Marketing expenditure (excluding staff costs)
Depreciation of property, plant and equipment
Amortisation of intangible assets
Operating lease payments
Exceptional items
Defined benefit pension scheme administration costs
Net exchange losses
Other operating expenses
2014
$’000
2013
(restated)
$’000
Note
3
5
4
257,262
206,703
(668)
(940)
37,396
63,756
1,162
542
1,432
2,407
544
292
34,366
49,890
1,240
555
1,367
397
748
211
27,506
22,543
391,631
317,080
53
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
2 Operating expenses continued
During the year the Group obtained the following services from its auditors at costs as detailed below:
2014
$’000
2013
(restated)
$’000
Continuing operations
Fees payable to the Company’s auditors for the audit of the parent company, non
statutory audits of overseas subsidiaries and audit of consolidated financial statements
199
138
Fees payable to the Company’s auditors and its associates for other services:
– the audit of Company’s subsidiaries pursuant to legislation
– pensions advice
– share scheme advice
– all other services
Discontinued operations
– audit of Company’s subsidiaries included in discontinued operations
16
529
39
45
828
8
836
11
307
–
6
462
27
489
The 4imprint defined benefit pension scheme has paid the auditors $16,000 (2013: $13,900) for audit services.
3 Employees
Staff costs
Wages and salaries
Social security costs
Pension costs – defined contribution
Share option charges
Social security costs related to share options
2014
2013 (restated)
Continuing Discontinued
operations operations
$’000
$’000
Note
Continuing Discontinued
operations
operations
$’000
$’000
33,201
2,674
855
633
33
4
23
23
826
28,787
6,741
87
15
20
–
2,362
724
1,226
1,267
593
116
17
–
37,396
948
34,366
7,467
Average monthly number of people (including Executive Directors) employed
Continuing operations
Distribution and production
Sales and marketing
Administration
2014
No.
2013
No.
181
342
138
661
155
315
128
598
For the period prior to disposal, discontinued operations had an average headcount of 216 in 2014 (2013: 210).
54
4imprint Group plc Annual Report and Accounts 2014
3 Employees continued
Key management compensation
Salaries, fees and short-term employee benefits
Social security costs
Pension contributions
Share option charges
Social security costs in respect of share options
2014
$’000
1,989
199
55
286
35
2,564
2013
(restated)
$’000
1,769
149
53
845
1,236
4,052
Key management compensation in the period comprised the emoluments of all Directors (which are disclosed separately in
the Remuneration report).
Directors’ remuneration
Aggregate emoluments
Company contributions to money purchase pension schemes
2014
$’000
1,989
55
2013
(restated)
$’000
1,769
53
4 Employee pension schemes
The Group operates defined contribution plans for the majority of its UK and US employees. The regular contributions are
charged to the income statement as they are incurred. The charges recognised in the income statement are:
Continuing operations
Defined contribution plans – employers’ contributions (note 3)
2014
$’000
855
2013
(restated)
$’000
724
Pension charges for defined contribution schemes in respect of discontinued operations were $15,000 for the period prior
to disposal (2013: $116,000).
The Group also sponsors a UK defined benefit pension scheme which is closed to new members and future accrual.
The amounts recognised in the income statement are as follows:
Administration costs paid by the Scheme
Pension finance charge
Exceptional items – buy-in and flexible early retirement offer costs paid by Scheme
Total defined benefit pension charge – continuing operations
The amounts recognised in the balance sheet comprise:
Present value of funded obligations
Fair value of scheme assets
Net liability recognised in the balance sheet
2014
$’000
544
903
1,078
2,525
2013
(restated)
$’000
748
1,445
119
2,312
2014
$’000
2013
(restated)
$’000
(154,918)
(158,986)
130,903
131,588
(24,015)
(27,398)
55
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
4 Employee pension schemes continued
The funds of the Scheme are held in trust and administered by a Trustee body to meet pension liabilities for around
1,650 past employees of the Group. The level of retirement benefit is principally based on salary earned in the best three
consecutive tax years in the 10 years prior to leaving active service and is linked to changes in inflation both pre and post
retirement.
The Scheme is subject to the funding legislation outlined in the Pensions Act 2004 which came into force on 30 December
2005. This, together with documents issued by the Pensions Regulator, and Guidance Notes adopted by the Financial
Reporting Council, set out the framework for funding defined benefit occupational pension plans in the UK.
The trustees of the Scheme are required to act in the best interest of the Scheme’s beneficiaries. The appointment of
trustees is determined by the Scheme’s trust documentation. It is policy that one third of all trustees should be nominated
by the members.
The Scheme typically exposes the Company to actuarial risks such as investment risk, interest rate risk, mortality risk and
longevity risk. A decrease in corporate bond yields, a rise in inflation or an increase in life expectancy would result in an
increase to Scheme liabilities. This would detrimentally impact the balance sheet position and may give rise to increased
charges in future income statements. This effect would be offset by an increase in the value of the Scheme’s insurance
annuities covering the bulk of the pensioner liabilities. Additionally, caps on inflationary increases are in place to protect the
Scheme against extreme inflation.
A full actuarial valuation was undertaken as at 5 April 2013 in accordance with the Scheme funding requirements of
the Pensions Act 2004. This Scheme actuarial valuation showed a deficit of £30.6m. The Company agreed a schedule of
contributions with the Trustee. The recovery plan period is 6.3 years and takes into account the material funding improvement
between the date of valuation and date of the recovery plan (December 2013), as agreed with the Scheme actuary. The
improvement was principally due to an increase in UK gilt rates during that period. In 2014 accelerated contributions of
£13.7m ($22.4m) were paid to the Scheme to facilitate the purchase of the buy-in policy. A further £6.0m will be paid to the
Scheme if the policy is converted to a buy-out, which the Scheme Trustee is targeting to complete in 2015.
For the purposes of IAS 19 the actuarial valuation as at 5 April 2013, which was carried out by a qualified independent
actuary, has been updated on an approximate basis to 27 December 2014. There have been no changes in the valuation
methodology adopted for this period’s disclosures compared to the previous period’s disclosures.
The principal assumptions applied by the actuaries, as determined by the Directors, at each period end were:
Rate of increase in pensions in payment
Rate of increase in deferred pensions
Discount rate
Inflation assumption – RPI
– CPI
2014
2.71%
1.71%
3.47%
2.81%
1.81%
2013
3.20%
2.20%
4.48%
3.30%
2.30%
The mortality assumptions adopted at 27 December 2014 align with those used in the Scheme valuation and the prior
period. The assumptions imply the following life expectancies at age 65:
2014
2013
24.7 yrs
24.6 yrs
27.2 yrs
27.1 yrs
22.5 yrs
22.4 yrs
24.8 yrs
24.8 yrs
Male currently age 40
Female currently age 40
Male currently age 65
Female currently age 65
56
4imprint Group plc Annual Report and Accounts 2014
4 Employee pension schemes continued
Changes in the present value of the defined benefit obligation are as follows:
Defined benefit obligation at start of period
Administration costs paid by the Scheme
Exceptional items – buy-in and flexible early retirement costs paid by the Scheme
Interest expense
Liabilities removed on settlement of flexible early retirement offer
Remeasurement gains due to Scheme experience
Remeasurement gains due to changes in demographic assumptions
Remeasurement losses due to changes in financial assumptions
Benefits paid
Exchange (gain)/loss
Defined benefit obligation at end of period*
*$121,852,000 (2013: $30,865,000) of the obligations are covered by insured annuities.
Changes in the fair value of Scheme assets are as follows:
Fair value of assets at start of period
Interest income
Return on Scheme assets (excluding interest income)
Remeasurement loss on buy-in
Assets removed on settlement of flexible early retirement offer
Contributions by employer
Benefits paid
Exchange (loss)/gain
Fair value of assets at end of period
2014
$’000
2013
(restated)
$’000
158,986
161,975
544
1,078
6,751
(8,629)
–
–
15,128
748
119
6,569
–
(1,652)
(3,055)
252
(9,643)
(9,039)
(9,297)
3,069
154,918
158,986
2014
$’000
2013
(restated)
$’000
131,588
124,990
5,848
6,047
(12,622)
(9,101)
5,124
2,718
–
–
26,544
4,966
(9,643)
(9,039)
(7,758)
2,829
130,903
131,588
The major categories of Scheme assets as a percentage of total Scheme assets are as follows:
Equities
Diversified Growth Funds
Corporate bonds
Property
Insured annuities
Cash
2014
$’000
–
–
–
–
121,852
9,051
2013
%
–
–
–
–
93
7
$’000
20,614
39,135
23,313
10,616
30,865
7,045
%
16
30
18
8
23
5
The Scheme holds no 4imprint Group plc shares or any property occupied by the Group.
It is the policy of the Trustee and the Company to review the investment strategy from time to time and at the time of
each funding valuation. The Trustee investment objectives and the processes undertaken to measure and manage the risks
inherent in the Scheme investment strategy are documented in the Scheme’s Statement of Investment Principles.
57
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
4 Employee pension schemes continued
Of the total obligations 79% are matched by insured annuities, thus the only risk in respect of these obligations is if the
insurer fails to meet its obligations. Following the buy-in the balance of the assets were held in low risk cash funds pending
a more detailed review in 2015 to find assets that are better matched to uninsured obligations.
The sensitivities on the key actuarial assumptions at the end of the period were:
Discount rate
Rate of inflation
Rate of mortality
Change in assumption
Change in defined benefit obligation
Decrease of 0.25%
Increase of 0.25%
Increase in life expectancy of 1 year
Increase by 3.0%
Increase by 1.1%
Increase by 3.6%
The sensitivities shown above are approximate. Each sensitivity considers each change in isolation and are calculated using
the same methodology as used for the calculation of the defined benefit obligation at the end of the period. The inflation
sensitivity includes the impact of changes to the assumptions for revaluation and pension increases. In practice it is unlikely
that the changes would occur in isolation. As the value of the insured annuity assets match the value of the insured
obligations, the overall impact of sensitivities is restricted to their impact on the uninsured portion of the obligations.
The average duration of the defined benefit obligation at 27 December 2014 is 12 years.
5 Exceptional items
Continuing operations
Pension flexible early retirement offer costs
Pension flexible early retirement offer settlement charge
Pension buy-in costs
2014
$’000
225
472
1,710
2,407
2013
(restated)
$’000
397
–
–
397
Exceptional items include $1,078,000 (2013: $119,000) incurred and paid by the defined benefit pension scheme.
Cash expenditure in respect of the continuing Group’s exceptional items in 2014 was $893,000 (2013: $261,000).
6 Net finance income and costs
Continuing operations
Finance income
Bank and other interest
Finance costs
Interest payable on bank borrowings
Other interest payable
Other financing costs
Pension finance charge (note 4)
Net finance costs
58
2014
$’000
2013
(restated)
$’000
107
88
–
(7)
(7)
(20)
(7)
(27)
(903)
(803)
(1,445)
(1,384)
4imprint Group plc Annual Report and Accounts 2014
7 Taxation
Continuing operations
Current tax
UK tax – current
Overseas tax – current
Overseas tax – prior year
Total current tax
Deferred tax
Origination and reversal of temporary differences
Effect of change in UK tax rate
Adjustment in respect of prior years
Total deferred tax (notes 13 and 19)
Taxation – continuing operations
2014
$’000
2013
(restated)
$’000
–
6,751
868
7,619
(56)
–
(581)
(637)
6,982
–
2,981
–
2,981
859
(5)
22
876
3,857
The tax for the period is different to the standard rate of corporation tax in the respective countries of operation. The
differences are explained below:
Profit before tax – continuing operations
Profit/(loss) before tax from discontinued operations (note 10)
Profit before tax – total operations
Profit before tax multiplied by rate of corporation tax applicable in the respective countries
Effects of:
Adjustments in respect of prior years
Expenses not deductible for tax purposes and non taxable income
(Non taxable profit)/non deductible loss on disposal of business
Timing differences and other differences
Utilisation of tax losses not previously recognised
Effect of change in UK tax rate on deferred tax balances
Taxation – total operations
Taxation – continuing operations
Taxation – discontinued operations (note 10)
Taxation – total operations
2014
$’000
2013
(restated)
$’000
23,339
14,472
1,381
(4,581)
24,720
9,029
9,891
4,015
251
41
(1,685)
(1,311)
(296)
(278)
(39)
–
6,982
6,982
–
6,982
1,401
70
(41)
(74)
4,101
3,857
244
4,101
The main rate of UK corporation tax has been reduced to 21% from 1 April 2014 and to 20% from 1 April 2015. The net
deferred tax asset at 27 December 2014 has been calculated at a tax rate of 20%.
The amount of current tax recognised directly in Shareholders’ equity in 2014 was $1,467,000 (2013: $nil).
59
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
8 Earnings per share
Basic, diluted and underlying
The basic, diluted and underlying earnings per share are calculated based on the following data:
Profit after tax – continuing operations
Profit/(loss) after tax – discontinued operations
Profit after tax
Basic weighted average number of shares
Adjustment for employee share options
Diluted weighted average number of shares
Basic earnings per share from continuing operations
Basic earnings/(loss) per share from discontinued operations
Diluted earnings per share from continuing operations
Diluted earnings/(loss) per share from discontinued operations
Profit before tax – continuing operations
Adjustments:
Share option charges (note 23)
Social security charges on share options (note 23)
Exceptional items (note 5)
Defined benefit pension scheme administration costs (note 4)
Pension finance charge (note 4)
Underlying profit before tax – continuing operations
Taxation – continuing operations (note 7)
Tax relating to above adjustments
Underlying profit after tax – continuing operations
60
2014
$’000
2013
(restated)
$’000
16,357
10,615
1,381
17,738
(4,825)
5,790
2014
Number
‘000
2013
Number
‘000
27,383
26,463
739
1,372
28,122
27,835
2014
cents
59.73
5.05
64.78
58.16
4.92
63.08
2013
(restated)
cents
40.11
(18.23)
21.88
38.13
(17.33)
20.80
2014
$’000
2013
(restated)
$’000
23,339
14,472
633
33
2,407
544
903
1,226
1,267
397
748
1,445
27,859
19,555
(6,982)
(3,857)
(756)
(998)
20,121
14,700
4imprint Group plc Annual Report and Accounts 2014
8 Earnings per share continued
Underlying basic earnings per share from continuing operations
Underlying diluted basic earnings per share from continuing operations
2014
cents
73.48
71.55
2013
cents
55.55
52.81
The basic weighted average number of shares excluded shares held in the 4imprint Group plc employee share trusts. The
effect of this is to reduce the average by 146,474 (2013: 272,936).
The basic earnings per share is calculated based on the profit for the financial period divided by the basic weighted average
number of shares.
For diluted earnings per share, the basic weighted average number of ordinary shares in issue is adjusted to assume
conversion of all potential dilutive ordinary shares. The potential dilutive ordinary shares relate to those share options
granted to employees where the exercise price is less than the average market price of the Company’s ordinary shares and
are likely to vest at the balance sheet date. The Performance Share Plan had met vesting conditions for 140,000 options at
the balance sheet date.
The underlying basic earnings per share is calculated before the after tax effect of share option charges, exceptional items
and defined benefit pension charges and is included because the Directors consider this gives a measure of the underlying
performance of the continuing business.
9 Dividends
Equity dividends – ordinary shares
Interim paid:
10.51c (2013: 8.55c)
Final paid:
19.01c (2013: 15.37c)
2014
$’000
2,806
5,118
7,924
2013
(restated)
$’000
2,351
4,207
6,558
In addition, the Directors are proposing a final dividend in respect of the period ended 27 December 2014 of 21.90c
(14.25p) per share, which will absorb an estimated $6.12m of Shareholders’ funds. Subject to Shareholder approval at the
Annual General Meeting, the dividend is payable on 13 May 2015 to Shareholders who are on the register of members at
close of business on 10 April 2015. These financial statements do not reflect this proposed dividend.
10 Discontinued operations
On 10 February 2014, the Group completed the sale of SPS to the SPS senior management team, backed by Maven Capital
Partners. The consideration was $11.89m (increased by $0.39m relating to the amounts of working capital, debt and cash
at completion).
The results of discontinued operations for the period prior to disposal were as follows:
Revenue
Operating expenses
Operating (loss)/profit
Loss on remeasurement of assets of disposal group
Profit on disposal of business
Profit/(loss) before tax
Taxation
Profit/(loss) for the period from discontinued operations
2014
$’000
2,618
2013
(restated)
$’000
23,973
(2,736)
(22,534)
(118)
1,439
–
(6,020)
1,499
1,381
–
–
(4,581)
(244)
1,381
(4,825)
The loss on remeasurement of SPS assets in 2013 was calculated based on the best estimates of the adjusted consideration
net of costs of disposal and expected net assets of the disposal group at the time of completion. Costs of $275,000 in
respect of the disposal had been paid up to 28 December 2013.
61
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
10 Discontinued operations continued
Profit on disposal of business
Consideration
Adjustment for working capital and cash at date of sale
Adjusted consideration
Costs of disposal
Net assets sold, excluding cash and debt
Cash transferred with business sold
Release of remeasurement provision on assets of disposal group
Recycled translation differences of business sold
Profit on disposal of business
Assets held for sale
Non current assets
Property, plant and equipment
Intangible assets
Non current assets
Current assets
Inventories
Trade and other receivables
Current assets
Assets held for sale
Liabilities held for sale
Current liabilities
Trade and other payables
Current assets
Liabilities held for sale
Net assets held for sale
2014
$’000
11,890
385
12,275
(2,089)
10,186
(15,219)
(513)
5,698
1,347
1,499
28 Dec
2013
$’000
4,894
56
4,950
3,048
5,826
8,874
13,824
(3,661)
(703)
(4,364)
9,460
Net assets held for sale at 27 December 2014 were $nil. Net assets held for sale at 28 December 2013 related solely to SPS.
62
4imprint Group plc Annual Report and Accounts 2014
10 Discontinued operations continued
Included within the cash flow statement are the following cash flows from discontinued operations:
Net cash (used in)/generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds from sale of business:
Consideration received
Cash costs of disposal
Payment of disposal costs accrued in prior period
Cash in subsidiaries sold
Net proceeds from sale of businesses
Net cash generated from investing activities
2014
$’000
2013
(restated)
$’000
(207)
1,555
(7)
(239)
12,275
1,889
(2,045)
–
(513)
9,717
9,710
(275)
(130)
–
1,484
1,245
Net movement in cash and cash equivalents
9,503
2,800
Consideration received in 2013 related to the disposal of the Brand Addition business.
11 Property, plant and equipment
Cost:
At 29 December 2013
Additions
Disposals
Exchange
At 27 December 2014
Depreciation:
At 29 December 2013
Charge for the period
Disposals
Exchange
At 27 December 2014
Net book value at 27 December 2014
Plant,
Freehold machinery,
fixtures &
land and
fittings
buildings
$’000
$’000
Computer
hardware
$’000
Total
$’000
5,852
–
–
8,080
1,172
(1,499)
(57)
(48)
1,635
15,567
397
(274)
(9)
1,569
(1,773)
(114)
5,795
7,705
1,749
15,249
605
140
(30)
(2)
713
5,082
5,052
704
(1,456)
(20)
4,280
3,425
1,107
318
(269)
(5)
1,151
598
6,764
1,162
(1,755)
(27)
6,144
9,105
Freehold land with a value of $786,000 (2013: $805,000) has not been depreciated.
No assets are held under finance leases (2013: nil).
The Directors are not aware of a significant difference between the net book value and the fair value of property, plant and
equipment.
63
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
11 Property, plant and equipment continued
Freehold
land and
buildings
$’000
Plant,
Long machinery,
fixtures &
fittings
$’000
leasehold
buildings
$’000
Computer
hardware
$’000
Total
$’000
Cost:
At 30 December 2012
5,822
4,470
17,851
1,727
29,870
Additions
Disposals
Transfer to assets held for sale
Exchange
At 28 December 2013
Depreciation:
At 30 December 2012
Charge for the period
Disposals
Transfer to assets held for sale
Exchange
At 28 December 2013
Net book value at 28 December 2013
12 Intangible assets
Computer software
Cost:
At start of period
Additions
Disposals
Transfer to assets held for sale
Exchange
At end of period
Amortisation:
At start of period
Charge for the period
Disposals
Transfer to assets held for sale
Exchange
At end of period
Net book value at end of period
8
–
–
22
5,852
435
167
–
–
3
605
5,247
–
–
926
(135)
(4,564)
(10,805)
94
–
607
97
–
243
8,080
7,640
1,517
(131)
(722)
(4,084)
18
–
–
110
5,052
3,028
471
(228)
(348)
13
1,405
(363)
(15,717)
372
1,635
15,567
1,257
352
(227)
(287)
12
1,107
528
9,939
2,133
(358)
(5,093)
143
6,764
8,803
2014
$’000
2013
(restated)
$’000
2,862
3,703
496
(467)
–
(18)
486
(562)
(787)
22
2,873
2,862
1,513
2,162
542
(467)
–
(13)
1,575
1,298
626
(562)
(731)
18
1,513
1,349
The average remaining life of intangible assets is 2.9 years (2013: 2.3 years).
64
4imprint Group plc Annual Report and Accounts 2014
13 Deferred tax assets
At start of period
Reclassified between deferred tax assets and deferred tax liability
Income statement charge – continuing operations
Prior year adjustment – income statement – continuing operations
Deferred tax debited to other comprehensive income
Deferred tax debited to other comprehensive income – prior year adjustment
Deferred tax (charged)/credited to equity
Effect of change in UK tax rate – income statement – continuing operations
Effect of change in UK tax rate – other comprehensive income
Exchange
At end of period
2014
$’000
6,324
479
(183)
581
(645)
–
2013
(restated)
$’000
10,147
(109)
(1,014)
(22)
(2,349)
(1,153)
(1,503)
1,503
–
33
(292)
4,794
5
(755)
71
6,324
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries. No tax is expected to be payable on them
in the foreseeable future.
$nil (2013: $2.1m) of the net deferred tax asset is expected to reverse within the next 12 months.
The movements in the net deferred tax asset (subject to the offsetting of balances within the same jurisdiction as permitted
by IAS 12) during the period are shown in the following table. Deferred tax assets and liabilities are only offset where there
is a legally enforceable right of offset and there is an intention to settle the balances net.
Deferred tax analysis
Depreciation/
capital
allowances
$’000
Tax
losses
$’000
Pension
$’000
At start of period
(638)
94
5,476
Reclassified between deferred tax liability
and deferred tax assets
Income statement charge – continuing operations
Prior year adjustment – income statement
Deferred tax debited to other comprehensive income
Effect of change in UK tax rate
– other comprehensive income
Deferred tax charged to equity
Exchange
At end of period
828
7
(204)
–
–
–
–
(7)
–
–
(94)
–
–
–
–
–
–
229
–
(645)
33
–
(292)
4,801
Included in Other in the table above is deferred tax in respect of timing differences.
Other
$’000
1,392
(349)
(419)
879
–
–
Total
$’000
6,324
479
(183)
581
(645)
33
(1,503)
(1,503)
–
–
(292)
4,794
Deferred tax assets have been recognised where it is considered that there will be sufficient taxable profit available in future
against which the deductible temporary timing differences can be utilised.
No provision has been made for deferred tax assets relating to losses carried forward in holding companies of $36.4m
(2013: $16.0m). These losses have no expiry date and may be available for offset against future profits in these companies.
65
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
14 Inventories
Finished goods and goods for resale
2014
$’000
4,353
2013
(restated)
$’000
3,686
During both the current and previous year, inventory was carried at cost less appropriate provisions as this did not exceed
the fair value less cost to sell. Provisions held against inventory in respect of continuing operations total $145,000 (2013:
$69,000).
During the year a net amount of $77,000 has been charged in respect of continuing operations in the income statement in
respect of provisions for slow moving and obsolete stock (2013: $61,000).
The amount of inventory charged to the income statement for continuing operations is shown in note 2.
15 Trade and other receivables
Trade receivables
Less: Provision for impairment of trade receivables
Trade receivables – net
Other receivables
Prepayments and accrued income
2014
$’000
2013
(restated)
$’000
23,903
20,045
(172)
(117)
23,731
19,928
9,708
3,371
6,906
3,271
36,810
30,105
Due to their short term nature the fair value of trade and other receivables does not differ from the book value.
The impairment of trade receivables charged to continuing operations in the income statement was $172,000 (2013:
$102,000). There is no impairment of any receivables other than trade receivables.
The ageing of past due trade receivables which are not impaired, based on the customers’ credit worthiness and payment
history, is as follows:
Time past due date
Up to 3 months
3 to 6 months
The ageing of impaired trade receivables is as follows:
Time past due date
Up to 3 months
3 to 6 months
Over 6 months
66
2014
$’000
3,375
17
2013
(restated)
$’000
2,327
7
3,392
2,334
2014
$’000
2013
(restated)
$’000
–
166
6
172
–
112
5
117
4imprint Group plc Annual Report and Accounts 2014
15 Trade and other receivables continued
The carrying amounts of trade and other receivables are denominated in the following currencies:
Sterling
US dollars
Euros
Canadian dollars
Movements in the provision for impairment of trade receivables are as follows:
At start of period
Utilised
Released
Provided
Transferred to assets held for sale
Exchange translation
At end of period
16 Other financial assets and cash and cash equivalents
Other financial assets – bank deposits
Cash at bank and in hand
Short term deposits
Cash and cash equivalents
2014
$’000
2,615
2013
(restated)
$’000
2,207
32,034
26,100
62
57
2,099
1,741
36,810
30,105
2014
$’000
2013
(restated)
$’000
117
(108)
(8)
172
–
(1)
172
99
(52)
(22)
136
(49)
5
117
2014
$’000
2013
(restated)
$’000
–
8,165
12,466
10,815
5,835
7,010
18,301
17,825
Other financial assets comprise bank deposits with an original maturity in excess of three months but not greater than one
year.
17 Trade and other payables – current
Trade payables
Other tax and social security payable
Other payables
Accruals
2014
$’000
2013
(restated)
$’000
26,855
20,908
793
130
8,260
2,080
170
6,526
36,038
29,684
Due to their short term nature the fair value of trade and other payables does not differ from the book value.
67
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
18 Borrowings
The Group had no drawdown on its borrowing facilities at 27 December 2014 (2013: no drawdown).
The Group had the following undrawn committed borrowing facilities available at 27 December 2014:
Borrowing facilities
Expiring in more than one year
Floating rate
2014
$’000
2013
(restated)
$’000
14,556
13,825
Facilities comprised a US dollar 13.0m line of credit with the Group’s US subsidiary which expires on 31 August 2017 and a
UK overdraft facility of £1.0m which expires on 31 December 2015
19 Deferred tax liability
At start of period
Reclassified between deferred tax assets and deferred tax liability
(Credited)/charged to the income statement – continuing operations
– discontinued operations
Prior year adjustment – discontinued operations
Effect of change in UK tax rate – discontinued operations
Transfer to liabilities held for sale
Deferred tax credited to other comprehensive income
Exchange loss
At end of period
Deferred tax analysis
2014
$’000
477
479
(239)
–
–
–
–
(419)
–
298
2013
(restated)
$’000
1,163
(109)
(155)
294
19
(69)
(703)
–
37
477
At start of period
Reclassified between deferred tax assets and deferred tax liability
Income statement credit – continuing operations
Deferred tax credited to equity
At end of period
Depreciation/
capital
allowances
$’000
25
828
326
–
1,179
Tax
losses
$’000
–
–
(25)
–
(25)
Other
$’000
Total
$’000
452
(349)
(540)
(419)
(856)
477
479
(239)
(419)
298
Included in Other in the table above is deferred tax in respect of timing differences and future deductions relating to share
options for US employees.
68
4imprint Group plc Annual Report and Accounts 2014
20 Provisions for other liabilities and charges
At start of period
Charged to the income statement
Utilised in period
Exchange differences
At end of period
Analysis of provisions
Current
Non current
Total
Onerous leases
2014
$’000
242
–
–
(13)
229
2014
$’000
229
–
229
2013
(restated)
$’000
242
–
(5)
5
242
2013
(restated)
$’000
–
242
242
The onerous lease provisions relate to dilapidation costs of residual leases of property in respect of business disposals, and is
expected to be paid in the next year.
21 Financial risk management
The Group’s activities expose it to a variety of financial risks including currency risk, credit risk, liquidity risk and capital risk.
Currency risk
The Group operates internationally and is exposed to various currency movements. Risk arises predominantly from the
remittance of overseas earnings in US dollars. In addition, Group subsidiaries may make both sales and purchases in a
currency other than their functional currency and have foreign currency trade receivables and trade payables in relation to
these transactions.
The Group uses derivative financial instruments to partly hedge foreign currency cash flows arising from sales and purchases
of goods, as well as remittances from its overseas subsidiaries. Contracts outstanding at the period end had no material
impact on the financial statements. The Group does not hedge the currency exposure of profits and assets of its overseas
subsidiaries or other financial transactions.
At 27 December 2014 the Group had the following forward currency contracts: the purchase of 1.5m US dollars with
Sterling up to June 2015. The fair value of the derivatives was not material when measured at 27 December 2014 and
consequently no entries have been reflected in the financial statements.
The movement in the exchange rates compared to prior year reduced profit of the UK operations by $0.4m and increased
net assets by $0.7m. Closing rate was US$1.56 (2013: US$1.65) and the average rate used to translate profits was US$1.65
(2013: US$1.56).
A strengthening in the Sterling exchange rate by ten percent (the approximate range of movement of the exchange rate
during the year) would reduce profit in the period by $1.0m and net assets at period end by $1.1m.
Credit risk
Credit risk arises from deposits with banks and financial institutions, as well as credit exposure to trade receivable balances
due from customers.
The risk associated with banks and financial institutions is managed on a Group basis and all banking relationships must be
approved by the Group Finance Director or the Board based on the credit rating of the bank.
The Group operates cash pooling arrangements for its UK subsidiaries and, apart from overseas subsidiaries working capital
cash requirements, the Group seeks to hold any cash balances on deposit with its principal UK bank.
69
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
21 Financial risk management continued
Cash was held with the following banks at the period end:
Lloyds Bank
JPMorgan Chase Bank, N.A.
Wells Fargo Bank
Other
2014
Rating
2014
Deposit
2013
Rating
A1
Aa3
Aa3
$’000
7,083
11,208
4
6
A2
Aa3
Aa3
2013
Deposit
(restated)
$’000
18,013
7,970
3
4
18,301
25,990
There is no concentration of credit risk with respect to trade receivables, as the Group has a large number of customers.
Credit risk arising from customers is delegated to the senior management of each business to a maximum level per
customer, above which, it is referred to the Group Finance Director for approval. External credit agency assessment reports
are referred to as part of this process.
Liquidity risk
Group borrowing requirements are managed centrally and the majority of borrowing arrangements are currently with the
Group’s principal US bank and terms are agreed which are considered appropriate for the funding requirement of the Group
at that time.
Operating working capital is managed to levels agreed with the Group and cash forecasts are reviewed regularly by
management.
The Group monitors its levels of cash and indebtedness to ensure adequate liquid funds are available to meet the
foreseeable requirements of the Group. The Group does not actively monitor a gearing ratio, but seeks to maintain an
appropriate level of financial flexibility. Details of borrowing facilities are given in note 18.
At 27 December 2014 the net cash position (note 25) of the Group was $18,301,000 (2013: $25,990,000).
The maturity profile of the Group’s borrowings is shown in note 18.
Capital risk management
The objective for managing debt and equity capital is to safeguard the Company’s ability to continue as a going concern, in
order to provide returns for Shareholders and benefits for other stakeholders.
In 2014 the Company has provided returns to Shareholders in the form of dividends, details of which are included in note 9.
Shares were issued only to satisfy options exercised and shares were purchased for an employee benefit trust.
70
4imprint Group plc Annual Report and Accounts 2014
22 Share capital
Issued and fully paid
2014
$’000
2013
(restated)
$’000
27,965,530 (2013: 26,744,947) ordinary shares of 38 6/13 p each
18,777
17,988
The Company issued 1,220,583 ordinary shares in the period for a consideration of $789,000 to satisfy options exercised
under the Group’s Performance Share Plan (2013: 168,281 shares issued).
At 27 December 2014 the following options have been granted and were outstanding under the Company’s share option
schemes:
Scheme
Number
of ordinary
shares
2014
Date of
grant
Number
of option
holders
2014
Performance Share Plan 27/04/11
–
05/04/13
140,000
SAYE
05/10/10
–
31/10/12
40,320
US Sharesave
31/10/12
162,890
–
7
–
24
221
Number
of ordinary
shares
2013
1,400,000
140,000
16,910
67,104
Subscription
price
Date exercisable
to
From
nil
nil
Apr 2014
Apr 2021
Apr 2016
Apr 2023
166.0p
Jan 2014
Jun 2014
266.0p
Jan 2016
Jun 2016
167,031
$4.76
Jan 2015
Jan 2015
Total
343,210
252
1,791,045
The weighted average exercise price for options outstanding at 27 December 2014 was 176.44p (2013: 38.45p).
On 27 April 2011, 1,400,000 share options were granted to five members of the Group’s senior management to acquire
ordinary shares at nil cost. The performance conditions were that one third of the options vested if the Company share price
attained and remained at, or above, for thirty consecutive days each of: 300p; 350p; and 400p in the three year period
commencing 27 April 2011. The options had all vested in prior periods and were exercised on 28 April 2014. In addition,
140,000 share options were granted to seven senior managers on 5 April 2013. Conditions are as above but target share
prices are 500p; 550p; and 600p. These options vested in 2013 and are exercisable between 5 April 2016 and 5 April 2023.
23 Share-based payments
Share options may be granted to senior management and in addition a SAYE scheme exists for all UK and US employees.
The exercise price for SAYE options is equal to the market rate, plus any discount up to the limit imposed by the local tax
authority at the pricing date.
The fair value of the options is determined using the Black-Scholes model for SAYE and Sharesave schemes and the Monte
Carlo model for the Performance Share Plan and is spread over the vesting period of the options. The significant inputs into
the model are an expected life of between 2.04 and 3 years for the SAYE and Sharesave options, the volatility measured
at the standard deviation of expected share price returns is based on statistical analysis of daily share prices over the last 5
years and the risk-free rate is based on zero coupon government bond yields.
Continuing operations
Charge resulting from spreading the fair value of options
Social security costs in respect of share options
Total
In addition, $20,000 was charged in respect of discontinued operations (2013: $17,000).
2014
$’000
633
33
666
2013
(restated)
$’000
1,226
1,267
2,493
71
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
23 Share-based payments continued
The fair value per option granted and the assumptions used in the calculation are as follows:
Grant date
Share price at grant date
Exercise price
Number of employees
Shares under option
Vesting period (years)
Expected volatility
Option life (years)
Expected life (years)
Risk free rate
Expected dividends expressed as a dividend yield
Possibility of ceasing employment before vesting
Expectations of meeting performance criteria
Performance
Share Plan
UK
SAYE
Schemes
US
Sharesave
Schemes
05/04/13
31/10/12
31/10/12
438p
nil
7
349p
266p
24
349p
$4.76
221
140,000
40,320
162,890
3
35%
10
3.5
0.26%
3.5%
0%
n/a
3
38%
3.5
3
0.5%
4.5%
10%
100%
97.2p
2.04
38%
2.08
2.04
0.3%
4.5%
10%
100%
79.8p
Fair value per option
197p-272p
A reconciliation of option movements over the period to 27 December 2014 is shown below:
2014
2013
Number Weighted average
exercise price
of shares
Number Weighted average
exercise price
of shares
Outstanding at start of period
1,791,045
38.45p
1,834,865
Granted
Forfeited/cancelled
Exercised
Expired
–
–
(17,016)
269.64p
(1,430,819)
–
4.57p
–
140,000
(14,251)
(168,281)
(1,288)
Outstanding at end of period
343,210
176.44p
1,791,045
Exercisable at end of period
–
–
–
51.26p
–
202.36p
121.01p
127.10p
38.45p
–
72
4imprint Group plc Annual Report and Accounts 2014
23 Share-based payments continued
Range of
exercise
prices
Nil
£1.01 – 2.00
Weighted
average
exercise
price
–
–
2014
Number
of shares
140,000
–
£2.01 – 3.00
266.00p
40,320
£3.01 – 4.00
305.91p
162,890
24 Other Reserves
Balance at 29 December 2012 (restated)
Currency translation differences
Balance at 28 December 2013 (restated)
Currency translation differences
Weighted average
remaining life (years)
Expected Contractual
Weighted
average
exercise
price
Number
of shares
Weighted average
remaining life (years)
Expected Contractual
2013
1.3
–
1.0
0.1
8.3
– 1,540,000
–
166.00p
16,910
1.5
0.1
282.00p
234,135
–
–
0.5
–
1.3
–
Capital Cumulative
translation
differences
$’000
redemption
reserve
$’000
7.5
0.5
1.4
–
Total
$’000
5,452
377
5,829
529
5,083
377
5,460
529
369
–
369
–
–
Currency translation differences recycled to income statement on disposal of business
(1,347)
(1,347)
Balance at 27 December 2014
369
4,642
5,011
25 Cash generated from operations
Operating profit/(loss) – continuing operations
– discontinued operations (note 10)
Adjustments for:
Depreciation charge
Amortisation of intangibles
Exceptional non cash items
Decrease in exceptional accrual/provisions
Share option charges – continuing
– discontinued
Defined benefit pension administration charge
Contributions to defined benefit pension scheme
Changes in working capital:
Increase in inventories
Increase in trade and other receivables
Increase in trade and other payables
Cash generated from operations
2014
$’000
2013
(restated)
$’000
24,142
15,856
(118)
1,439
1,276
552
1,550
(24)
633
20
544
2,133
626
119
(25)
1,226
17
748
(26,544)
(4,966)
(1,107)
(6,838)
6,600
(1,268)
(5,362)
7,370
686
17,913
73
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the financial statements continued
25 Cash generated from operations continued
Analysis of net cash
Cash at bank and in hand
Short term deposits
Cash and cash equivalents
Other financial assets – bank deposits
Net cash
Note
16
16
2014
$’000
2013
(restated)
$’000
12,466
10,815
5,835
7,010
18,301
17,825
16
–
8,165
18,301
25,990
26 Financial commitments
At 27 December 2014, the Group was committed to make payments in respect of non-cancellable operating leases in the
following periods:
In one year
In two to five years
In more than five years
2014
2013
(restated)
Land and
buildings
$’000
1,281
3,762
–
5,043
Other
$’000
170
593
–
763
Land and
buildings
$’000
1,311
4,470
271
6,052
Other
$’000
338
536
–
874
Included in 2014 above is $nil of commitments in respect of the discontinued operation (2013: $386,000).
27 Contingent liabilities
The Group has no known contingent liabilities (2013: none).
28 Capital commitments
The Group had capital commitments contracted for but not provided for in the financial statements at 27 December 2014
of $nil for property, plant and equipment (2013: $378,000) of which $nil was in respect of discontinued operations (2013:
$378,000).
29 Related party transactions
The Group did not participate in any related party transactions.
Key management compensation is disclosed in note 3.
74
4imprint Group plc Annual Report and Accounts 2014
Independent auditors’ report
to the members of 4imprint Group plc
Report on the Company
financial statements
Our opinion
In our opinion, 4imprint Group plc’s Company financial
statements (the “financial statements”):
We have no exceptions to report arising from this
responsibility.
Adequacy of accounting records and information and
explanations received
Under the Companies Act 2006 we are required to report
to you if, in our opinion:
• give a true and fair view of the state of the Company’s
• we have not received all the information and explanations
affairs as at 27 December 2014 and of its cash flows for
the 52 week period (the “period”) then ended;
• have been properly prepared in accordance with
International Financial Reporting Standards (“IFRSs”)
as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act
2006; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
What we have audited
4imprint Group plc’s financial statements comprise:
• the Company balance sheet as at 27 December 2014;
• the Company cash flow statement for the period then
ended;
• the Statement of changes in Company Shareholders’
equity for the period then ended; and
• the notes to the financial statements, which include a
summary of significant accounting policies and other
explanatory information.
Certain required disclosures have been presented elsewhere
in the Annual Report and Accounts (the “Annual Report”),
rather than in the notes to the financial statements. These
are cross-referenced from the financial statements and are
identified as audited.
we require for our audit; or
• adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the financial statements and the part of the Directors’
remuneration report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Directors’ remuneration
Directors’ remuneration report – Companies Act 2006
opinion
In our opinion, the part of the Directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Other Companies Act 2006 reporting
Under the Companies Act 2006 we are required to report
to you if, in our opinion, certain disclosures of Directors’
remuneration specified by law are not made. We have no
exceptions to report arising from this responsibility.
Responsibilities for the financial
statements and the audit
The financial reporting framework that has been applied
in the preparation of the financial statements is applicable
law and IFRSs as adopted by the European Union and as
applied in accordance with the provisions of the Companies
Act 2006.
Our responsibilities and those of the Directors
As explained more fully in the Statement of Directors’
responsibilities, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view.
Other required reporting
Consistency of other information
Companies Act 2006 opinion
In our opinion, the information given in the Strategic report
and the Directors’ report for the financial period for which
the financial statements are prepared is consistent with the
financial statements.
ISAs (UK & Ireland) reporting
Under International Standards on Auditing (UK and Ireland)
(“ISAs (UK & Ireland)”) we are required to report to you if,
in our opinion, information in the Annual Report is:
• materially inconsistent with the information in the audited
financial statements; or
• apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Company
acquired in the course of performing our audit; or
• otherwise misleading.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and
ISAs (UK & Ireland). Those standards require us to comply
with the Auditing Practices Board’s Ethical Standards for
Auditors.
This report, including the opinions, has been prepared
for and only for the Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies
Act 2006 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report
is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
75
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS Independent auditors’ report
to the Members of 4imprint Group plc continued
What an audit of financial statements involves
We conducted our audit in accordance with ISAs (UK
& Ireland). An audit involves obtaining evidence about
the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment of:
• whether the accounting policies are appropriate to the
Company’s circumstances and have been consistently
applied and adequately disclosed;
• the reasonableness of significant accounting estimates
made by the Directors; and
• the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the
Directors’ judgements against available evidence, forming
our own judgements, and evaluating the disclosures in the
financial statements.
We test and examine information, using sampling and other
auditing techniques, to the extent we consider necessary to
provide a reasonable basis for us to draw conclusions. We
obtain audit evidence through testing the effectiveness of
controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial
information in the Annual Report to identify material
inconsistencies with the audited financial statements and
to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing
the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the
implications for our report.
Other matter
We have reported separately on the Group financial
statements of 4imprint Group plc for the 52 week period
ended 27 December 2014.
Nicholas Boden (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Manchester
4 March 2015
76
4imprint Group plc Annual Report and Accounts 2014 Company balance sheet
at 27 December 2014
Non current assets
Property, plant and equipment
Investments
Deferred tax assets
Other receivables
Current assets
Other receivables
Other financial assets – bank deposits
Cash and cash equivalents
Current liabilities
Other payables
Provisions for other liabilities and charges
Net current assets
Non current liabilities
Retirement benefit obligations
Provisions for other liabilities and charges
Amounts due to subsidiary companies
Net assets
Shareholders’ equity
Share capital
Share premium reserve
Capital redemption reserve
Retained earnings
Total equity
Note
2014
£’000
2013
£’000
B
C
D
E
E
F
G
H
G
J
L
70
101
104,182
104,182
3,081
3,312
57,841
59,762
165,174
167,357
853
–
4,367
5,220
12,000
4,950
5,636
22,586
(1,467)
(1,812)
(147)
–
(1,614)
(1,812)
3,606
20,774
(15,434)
(16,611)
–
(147)
(57,841)
(70,287)
(73,275)
(87,045)
95,505
101,086
10,756
38,575
208
10,286
38,575
208
45,966
52,017
95,505
101,086
The financial statements on pages 77 to 86 were approved by the Board of Directors on 4 March 2015 and were signed on
its behalf by:
John Poulter
Chairman
Gillian Davies
Group Finance Director
77
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Statement of changes in Company Shareholders’ equity
for the 52 weeks ended 27 December 2014
Share
Capital
Share premium redemption
reserve
capital
£’000
£’000
reserve
£’000
Retained earnings
Own
Profit
shares and loss
£’000
£’000
Total
equity
£’000
Balance at 29 December 2012
10,222 38,437
208
(726) 45,226
93,367
Profit for the period
Other comprehensive income/(expense)
Remeasurement gains on post employment obligations
Deferred tax on remeasurement gains
Effect of change in UK tax rate
Total comprehensive income
Shares issued
Own shares purchased
Own shares utilised
Share-based payment charge
Dividends
64
138
9,172
9,172
4,586
4,586
(2,239)
(2,239)
(483)
(483)
11,036
11,036
(130)
5
(5)
795
202
(130)
–
795
(4,184)
(4,184)
Balance at 28 December 2013
10,286 38,575
208
(851) 52,868 101,086
Profit for the period
Other comprehensive (expense)/income
Remeasurement losses on post employment obligations
Deferred tax relating to post employment obligations
Effect of change in UK tax rate
Total comprehensive expense
Shares issued
Own shares purchased
Own shares utilised
Share-based payment charge
Dividends
470
13,226
13,226
(13,240)
(13,240)
(392)
(392)
19
19
(387)
(387)
(1,312)
1,218
(1,218)
396
470
(1,312)
–
396
(4,748)
(4,748)
Balance at 27 December 2014
10,756
38,575
208
(945) 46,911
95,505
78
4imprint Group plc Annual Report and Accounts 2014
Company cash flow statement
for the 52 weeks ended 27 December 2014
Cash flows from operating activities
Cash used in operations
Finance income
Finance costs
Net cash used in operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Transfer from/(to) other financial assets
Proceeds from issue of shares
Own shares purchased
Dividends received
Dividends paid to Shareholders
Net cash generated from financing activities
Net movement in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
Analysis of cash and cash equivalents
Cash at bank and in hand
Short term deposits
Note
2014
£’000
2013
£’000
K
(17,583)
(18,509)
3,356
5,375
(3,078)
(3,071)
(17,305)
(16,205)
(2)
(2)
(1)
(1)
4,950
470
(1,312)
(1,950)
202
(130)
16,678
18,357
(4,748)
(4,184)
16,038
12,295
(1,269)
(3,911)
5,636
4,367
9,547
5,636
617
3,750
4,367
1,386
4,250
5,636
79
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the Company’s financial statements
General Information
4imprint Group plc, registered number 177991, is a public
limited company incorporated and domiciled in the UK and
listed on the London Stock Exchange. Its registered office
is 7/8 Market Place, London W1W 8AG. The Company’s
financial statements are presented in Sterling.
Critical accounting policies
Critical accounting policies are those that require significant
judgement or estimates and potentially result in materially
different results under different assumptions or conditions.
Management consider the following to be the only critical
accounting policy of the Company.
Accounting policies
The principal accounting policies adopted in the preparation
of these financial statements are the same as those adopted
in the consolidated financial statements on pages 49 to
51 except for the investments policy noted below. These
policies have been consistently applied to all the periods
presented.
Basis of preparation
The financial statements have been prepared under the
historical cost convention in accordance with IFRS as
adopted by the EU, IFRS IC interpretations and those parts
of the Companies Act 2006 applicable to companies
reporting under IFRS. The standards used are those
published by the International Accounting Standards Board
(IASB) and endorsed by the EU at the time of preparing
these statements (March 2015).
After making enquiries, the Directors have reasonable
expectations that the Company has adequate resources to
continue to operate for the foreseeable future. Accordingly
they continue to adopt the going concern basis in preparing
the financial statements.
Use of assumptions and estimates
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the application of policies and
reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are
based on historical experiences and various other factors
that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgements
about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may
differ from these estimates.
Pensions
As disclosed in note 4 on pages 55 to 58, the Company
sponsors a closed defined benefit scheme. Year end
recognition of the liabilities under this scheme and the
return on assets held to fund these liabilities require a
number of significant actuarial assumptions to be made
including inflation, discount rate and mortality rates. Small
changes in assumptions can have a significant impact on
the expense recorded in the income statement and on the
pension liability in the balance sheet.
Investments
Investments in subsidiaries are stated at cost. Impairment
reviews are carried out if there is some indication that the
carrying value of the investments may have been impaired.
Where, in the opinion of the Directors, an impairment
of the investment has arisen, provisions are made in
accordance with IAS 36 ‘Impairment of Assets’.
Company’s income statement
Under Section 408 of the Companies Act 2006 an income
statement for the Company is not presented. Profit after
tax and before external dividends payable for the period of
£13,226,000 (2013: £9,172,000) is included in the financial
statements of the Company.
Distributable reserves
The profit and loss reserve of £45,966,000 in the Company
is fully distributable.
80
4imprint Group plc Annual Report and Accounts 2014 A. Employees
Wages and salaries
Social security costs
Pension costs – Defined contribution plans
Share option charges
Social security charges in respect of share options
2014
£’000
1,216
154
40
377
22
2013
£’000
1,148
144
39
764
760
1,809
2,855
The average number of people, including Executive Directors, employed by the Company during the year was 8 (2013: 8).
B. Property, plant and equipment
Cost:
At 30 December 2012
Additions
At 28 December 2013
Additions
Disposals
At 27 December 2014
Depreciation:
At 30 December 2012
Charge for the period
At 28 December 2013
Charge for the period
Disposals
At 27 December 2014
Net book value at 27 December 2014
Net book value at 28 December 2013
Fixtures
& fittings
£’000
272
1
273
2
(14)
261
135
37
172
26
(7)
191
70
101
81
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the Company’s financial statements continued
C. Investments
Cost:
At 28 December 2013 and 27 December 2014
Shares in
subsidiary
undertakings
£’000
104,182
Subsidiary undertakings
The principal operating subsidiaries at 27 December 2014, are set out below. All of these subsidiaries are wholly owned and
have ordinary share capital only.
Company
4imprint Inc.
4imprint Direct Limited
Country of incorporation
and operation
USA
England
Business
Promotional products
Promotional products
A complete list of investments held by the Company is included with the annual return submitted to Companies House.
D. Deferred tax assets
At start of period
Income statement credit
Deferred tax charged to other comprehensive income
At end of period
2014
£’000
3,312
142
(373)
3,081
2013
£’000
5,985
49
(2,722)
3,312
The Company’s deferred tax relates to the defined benefit pension scheme and accelerated capital allowances.
The deferred income tax credited to other comprehensive income is as follows:
Tax relating to post employment obligations
Prior year adjustment
Effect of change in UK tax rate
2014
£’000
2013
£’000
(392)
(1,502)
–
19
(737)
(483)
(373)
(2,722)
82
4imprint Group plc Annual Report and Accounts 2014
E. Other receivables
Amounts due from subsidiary companies
Other receivables
Prepayments and accrued income
Less non current portion: Amounts due from subsidiary companies
2014
£’000
2013
£’000
58,446
71,678
209
39
5
79
58,694
71,762
(57,841)
(59,762)
853
12,000
Current amounts due from subsidiary companies include £nil (2013: £5,000,000) which is interest bearing at market rates
of interest. The balance was repayable on demand.
Non current amounts due from subsidiary companies include £nil (2013: £23,385,000) due within two to five years and
£57,841,000 (2013: £36,377,000) due after five years. All amounts are interest bearing at market rates of interest.
The carrying amounts of the Company’s trade and other receivables are denominated in the following currencies:
Sterling
US dollars
F. Other payables – current
Other payables
Other tax and social security
Amounts due to subsidiary companies
Accruals
The amounts due to subsidiary companies are not interest bearing and all are repayable on demand.
G. Provisions for other liabilities and charges
At start of period
Utilised
At end of period
Analysis of provisions
Current
Non current
Total
2014
£’000
808
57,841
58,649
2013
£’000
35,385
36,377
71,762
2014
£’000
2013
£’000
78
45
432
912
38
760
490
524
1,467
1,812
2014
£’000
147
–
147
2014
£’000
147
–
147
2013
£’000
150
(3)
147
2013
£’000
–
147
147
The onerous lease provisions relate to dilapidation costs of residual property in respect of business disposals, and is expected
to be paid within the next year.
83
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the Company’s financial statements continued
H. Retirement benefit obligations
The amount recognised in the balance sheet represents the net liability in respect of the closed defined benefit scheme.
Full details of the defined benefit scheme are contained in note 4 on pages 55 to 58.
The Sterling analysis of the balance sheet amount is as follows:
Present value of funded obligations
Fair value of scheme assets
Net obligations recognised in the balance sheet
Changes in the present value of the net defined benefit obligation are as follows:
Balance at 30 December 2012
Administration costs paid by the Scheme
Exceptional items – flexible early retirement costs paid by the Scheme
Interest (expense)/income
Return on Scheme assets (excluding interest income)
Remeasurement gains due to Scheme experience
Remeasurement gains due to changes in demographic assumptions
Remeasurement losses due to changes in financial assumptions
Contributions by employer
Benefits paid
Balance at 28 December 2013
Administration costs paid by the Scheme
Exceptional items – buy-in and flexible early retirement costs paid by the Scheme
2014
£’000
2013
£’000
(99,562)
(96,390)
84,128
79,779
(15,434)
(16,611)
Present
value of
obligation
£’000
Fair value
of Scheme
assets
£’000
Net
obligation
£’000
(100,263)
77,369
(22,894)
(478)
(76)
(4,200)
1,056
1,953
(161)
3,276
1,738
3,175
5,779
(5,779)
(478)
(76)
(924)
1,738
1,056
1,953
(161)
3,175
–
(96,390)
79,779
(16,611)
(330)
(654)
(330)
(654)
(548)
(286)
3,668
(7,732)
(9,176)
Interest (expense)/income
(4,095)
3,547
Liabilities/(assets) removed on settlement re flexible early retirement
5,234
(5,520)
Return on Scheme assets (excluding interest income)
Remeasurement loss on buy-in
3,668
(7,732)
Remeasurement losses due to changes in assumptions
(9,176)
Contributions by employer
Benefits paid
Balance at 27 December 2014
16,235
16,235
5,849
(5,849)
–
(99,562)
84,128
(15,434)
J. Amounts due to subsidiary companies – non current
The amounts due to subsidiary companies comprises £nil (2013: £33,910,000) due in two to five years and £57,841,000
(2013: £36,377,000) due after five years. Of the loans due after five years, all are interest bearing at market rates of
interest. All other loans were interest free.
84
4imprint Group plc Annual Report and Accounts 2014
K. Cash generated from operations
Operating loss
Adjustments for:
Depreciation charge
Exceptional non cash items re intercompany loan impairments
Decrease in exceptional accrual
Share option charges
Defined benefit pension administration charge
Contributions to defined benefit pension scheme
Changes in working capital:
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Increase/(decrease) in payables to subsidiary undertakings
Cash used in operations
Reconciliation of net cash
Cash at bank and in hand
Short term deposits
Cash and cash equivalents
Other financial assets – bank deposits
Net cash
L. Share capital
Allotted and fully paid
2014
£’000
2013
£’000
(3,312)
(10,596)
26
940
(16)
396
330
37
6,880
(74)
795
478
(16,235)
(3,175)
(176)
(268)
83
245
732
(13,182)
(17,583)
(18,509)
2014
£’000
617
3,750
4,367
–
2013
£’000
1,386
4,250
5,636
4,950
4,367
10,586
2014
£’000
2013
£’000
27,965,530 (2013: 26,744,947) ordinary shares of 38 6/13 p each
10,756
10,286
During the period 1,220,583 ordinary shares were issued (2013: 168,281) for a consideration of £470,000 to satisfy option
exercises under the Performance Share Plan.
The options that have been granted and were outstanding under the Company’s share option schemes are shown in note
22 on page 71. Full details of the share option schemes are given in note 23 on pages 71 to 73.
Employees of the Company had interests in 18,064 SAYE options under the 31 October 2012 grant (2013: 18,064); and nil
options under the Performance Share Plan (2013: 900,000).
M. Financial commitments
The Company had financial commitments for land and buildings of £244,000 at 27 December 2014 (2013: £249,000).
These are payable as follows: within 1 year £134,000 (2013: £163,000); in two to five years £110,000 (2013: £86,000).
N. Contingent liabilities
The company had no known contingent liabilities at 27 December 2014 (2013: £nil).
85
4imprint Group plc Annual Report and Accounts 2014ADDITIONAL INFORMATIONREVIEWGOVERNANCEACCOUNTS
Notes to the Company’s financial statements continued
O. Related party transactions
During the period the Company has been party to a number of transactions with fellow subsidiary companies:
Income statement
Finance income due from subsidiary companies
Finance costs due to subsidiary companies
Balance sheet
Interest bearing loans due from subsidiary companies at end of period
Interest bearing loans due to subsidiary companies at end of period
2014
£’000
5,031
4,830
2013
£’000
5,302
3,068
57,841
57,841
64,762
36,377
Key management compensation, comprising remuneration of the Directors based in the UK, charged to the Company’s
income statement was:
Salaries, fees and short-term employee benefits
Social security costs
Pension contributions
Share option charges
Social security in respect of share options
2014
£’000
863
112
28
130
22
2013
£’000
786
87
27
405
760
1,155
2,065
All related party transactions were made on terms equivalent to those that prevail in arm’s length transactions.
86
4imprint Group plc Annual Report and Accounts 2014
Five year financial record
The presentational currency was changed, in 2014, to US dollars and prior periods have been restated (see page 48). The
SPS business was classified as a discontinued operation in 2013 and the 2012 comparatives have been restated. In addition,
2012 has also been restated for amendments to IAS 19 and to include income from delivery receipts and other activities in
revenue. The Brand Addition business was classified as a discontinued operation in 2011 and the 2010 comparatives have
been restated.
Income statement
Revenue
2014
$’000
2013
$’000
2012
$’000
2011
$’000
2010
$’000
415,773 332,936 290,813 254,754 222,081
Underlying operating profit
27,759
19,494
14,506
13,612
9,613
Defined benefit pension – administration charge
(544)
(748)
(694)
–
–
Share option charges
Goodwill impairment
Exceptional items
Operating profit
Finance income
Finance costs
Net pension finance charge
Profit before tax
Taxation
(666)
(2,493)
(1,030)
(829)
(283)
–
–
–
(7,608)
–
(2,407)
(397)
(938)
(3,104)
(1,738)
24,142
15,856
11,844
2,071
7,592
107
88
315
(7)
(27)
(249)
(903)
(1,445)
(1,824)
–
(565)
(932)
15
(802)
(821)
23,339
14,472
10,086
574
5,984
(6,982)
(3,857)
(3,253)
(3,128)
(1,400)
Profit/(loss) from continuing operations
16,357
10,615
6,833
(2,554)
4,584
Profit/(loss) from discontinued operations
1,381
(4,825) 14,796
6,058
6,019
Profit for the period
17,738
5,790
21,629
3,504
10,603
Basic earnings per ordinary share
59.73c
40.11c
26.00c
13.60c
41.18c
Dividend per share – paid and proposed
32.41c
27.56c
23.55c
23.26c
22.14c
Balance sheet
2014
$’000
2013
$’000
2012
$’000
2011
$’000
2010
$’000
Non current assets (excluding deferred tax)
10,403
10,152
21,472
20,054
36,528
Deferred tax assets
Net current assets
Net assets held for sale
Pension liability
Other liabilities
Shareholders’ equity
4,794
6,324
10,147
9,503
9,939
23,186
29,850
36,767
20,418
28,419
–
9,460
–
12,302
–
(24,015)
(27,398)
(36,985)
(36,594)
(34,297)
(298)
(719)
(9,122)
(5,391)
(13,642)
14,070
27,669
22,279
20,292
26,947
Net cash/(debt)
18,301
25,990
17,251
8,490
(374)
A
C
C
O
U
N
T
S
A
D
D
I
T
I
O
N
A
L
I
N
F
O
R
M
A
T
I
O
N
87
4imprint Group plc Annual Report and Accounts 2014REVIEWGOVERNANCE
Registered office and Company advisers
4imprint Group plc
7/8 Market Place
London W1W 8AG
Telephone +44 (0)20 7299 7201
+44 (0)20 7299 7209
Fax
hq@4imprint.co.uk
E-mail
Registered Number
177991 England
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
101 Barbirolli Square
Lower Mosley Street
Manchester M2 3PW
Joint Stockbrokers
Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY
Registrar and Transfer Office
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Bankers
Lloyds Bank plc
JPMorgan Chase Bank, N.A.
88
4imprint Group plc Annual Report and Accounts 2014
Designed and produced by Tor Pettersen & Partners.
Printed by Park Communications on FSC® certified paper.
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Group office
4imprint Group plc
7/8 Market Place
London W1W 8AG
Telephone +44 (0)20 7299 7201
+44 (0)20 7299 7209
Fax
hq@4imprint.co.uk
E-mail
Trading offices
4imprint Direct Marketing
USA
101 Commerce Street
Oshkosh
WI 54901, USA
Telephone +1 920 236 7272
+1 920 236 7282
Fax
sales@4imprint.com
E-mail
UK
5 Ball Green
Cobra Court
Trafford Park
Manchester M32 0QT
Freephone 0800 055 6196
Telephone +44 (0)161 850 3490
+44 (0)161 864 2516
Fax
sales@4imprint.co.uk
E-mail