THORN EMI - David Kronemyer
THORN EMI - David Kronemyer
THORN EMI - David Kronemyer
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Results in brief<br />
Board of directors<br />
Chairmans statemcnr<br />
Managing direcror s review including<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Five vear summar)'<br />
Management<br />
NoricE of Meeting<br />
<br />
<br />
Review of activities :<br />
Report ol the directors<br />
Accounting policies<br />
Consolidated profit and loss account<br />
Balance sheets<br />
Source and applicarion of funds<br />
Notes to the accounts<br />
Report of the auditors<br />
Shareholders i,<br />
Financial calendar
Turnover<br />
<br />
Profit after taxation<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Dividends per Ordinary Share <br />
Number of employees at year end
Sir Graham Wilkins<br />
Cbairman and Cbief Executiue<br />
AppointedJulr' 1985. A non-executive Director since<br />
l97fl, he became non-executive Deput)' Chairman<br />
1984. Chairman and ChiefExecutive Beecham<br />
Grr<br />
19i15. Prer.iously Depr,rtV Finance Director The<br />
Plessev Companr; Director of Accounting Rolls<br />
Rovce l9:--r9. Group Finance Director, Hestair<br />
19-l-l-.<br />
Ivor Owen<br />
Cbairman, Appliances and Ligbting<br />
Joined companr' l9ill as Chief Executive of the<br />
Gcneral Engineering Division. Appointed to Board<br />
in 1985. Previnsh'\Ianaging Director RHP and held<br />
senior positions n'ith ICL. Ilember of The Design<br />
Council and Chairman t>f its Industrial Advisorr,<br />
Group.<br />
SirJohn Read<br />
Non-executizte<br />
Appointed Deputv Chairman l9r9 follon'ing merger<br />
$'ith EIUI s'here he g'as Chairman. Became<br />
non-executive Director l9Ul on appointment as<br />
Chairman Trustee Savings Banks (lentral Board, and<br />
nor.TSB Group plc. Deputt'Chairman Thames<br />
Television. Director Vbnders'orld plc and nlember<br />
of CBI Council. Gt>r-ernr>r Henler' \tanagemcnt<br />
College.<br />
Sir Ian Trethowan<br />
Non-executiue<br />
Appointed Direc()r l9U6 and joined Tharres<br />
Television Board. Director-General BtsC 19---f i2.<br />
Currenth'. Chairman Horse race Betting Le\-\' Iloardi<br />
Director Barclavs Bank and Times Ne$'spaper<br />
Holdings: Trustec. British Museunl xnd<br />
Glvndebourne Opera: \lenrbe r of l]oard of the<br />
Ilritish Council.<br />
Left to right,<br />
Seated:<br />
Jim llaxntin,<br />
Bob Nellist.<br />
Colin Southgate,<br />
Sir Grabam Wilkins,<br />
Harold Mourgue,<br />
Iror Ou'en.<br />
Standing:<br />
SirJobn Read,<br />
Sir \Yilliam Barlou',<br />
Sir TreL'or Holdsu'ortb,<br />
Sir lan Tiethou,an.
Board of Directors<br />
Sir Graham Vilkins<br />
Cbairman and Cbief Executiue<br />
H G Mourgue rce<br />
Vice Cbairrnan<br />
C G Southgate<br />
Managing Director<br />
SirVilliam Barlow'<br />
Sir Tlevor Holdsworth*<br />
HJ Maxmin nl, PhD<br />
R H H Nellist MA (oxon), FCA,J Dip MA<br />
I H Owen<br />
SirJohn Read'<br />
Sir Ian Thethowan*<br />
*non-executive<br />
Associate Dlrectors<br />
T MayeT CBE, BSc ENG, FIEE, FRTS, CBIM, FIM<br />
V B Menon MA(oxon)<br />
Secretary<br />
R Charlton MA(oxon), Barrister<br />
Registered Office<br />
<strong>THORN</strong> <strong>EMI</strong> plc<br />
<strong>THORN</strong> <strong>EMI</strong> House<br />
Upper Saint Martin's Lane<br />
tondonWC2H 9ED
The vear 198516 was one of considerable<br />
changc in your Company which is now<br />
structured into four main business sectors.<br />
I am pleased to report that the prospect for<br />
improved profitability in each of these<br />
sectors is now much brighter. As evidence<br />
of this trading profit in the second half of<br />
the year showed an increase of S10m ovcr<br />
the corresponding period in the previous<br />
year, despite our problems with INMOS.<br />
Because of changes made in the business,<br />
the underlying trading performance is in<br />
reality ^t<br />
a rather higher rate.<br />
Turnover for the year to 31 March<br />
1986 amounted to 53,316.5m compared<br />
with 5J.204 .4m for the previous year.<br />
Profit before finance charges and<br />
exceptional items amounted to Sl54.0m<br />
(1985 Sl7l.7m). Finance charges amounted<br />
ro 549.3m (1985 550.4m) and profit before<br />
taxation was Sl04.7m (1985 5108.3m after<br />
exceptional items of Sl3.0m). Earnings per<br />
share were 26.5p 11985 29.9p).<br />
Extraordinarf items of 56l.0m nct of<br />
tax were charged (1985 527.4m): these<br />
included a net provision of 545.0m for the<br />
restructuring of INMOS.<br />
An interim dividend of 5.0p per<br />
share was paid in March 1986. The Board is<br />
recommending a final dividend of 12.5p<br />
per share, making a total of 17.5p (1985<br />
17.5p) for the full year. The ordinary<br />
dividend for the year is covered 1.5 times.<br />
Investment in fixed assets during the<br />
year amounted to s314.lm (1985 5314.0m)<br />
comprising rental equipment S19l.4m<br />
(1985 5186.2m) and other fixed assets<br />
&122.7m (1985 Sl2 7.8m).<br />
Net borrowings after deducting<br />
liquid funds at 31 March 1986 amounted tcr<br />
5337.3m (1985 5356.6m). Had the balance<br />
of the <strong>THORN</strong> <strong>EMI</strong> Screen Entertainment<br />
(TESE) disposal proceeds been received<br />
prior to 31 March 1986, these borrowings<br />
would have been 5219.0m, representing a<br />
net gearing ratio of 37. r- per cent (1985 57.2<br />
per cent).<br />
Disposals<br />
One of our prime aims has been to reduce<br />
borrwings through a more efficient use of<br />
resources. This has been achieved mainly<br />
by disposals. The principal disposals<br />
during last year were Heating, further<br />
companies in the Metal Industries<br />
Division, and the Cable TV interests. Since<br />
the year end the main disposals have been<br />
the remainder of Me tal Industries, a<br />
proportion of our shareholding in Thames<br />
TV, and TESE; taken together these<br />
disposals realised in excess of 5200m. In<br />
view of the importance of the TESE<br />
disposal and the publicity it and its<br />
subsequent resale attracted, I intend to<br />
explain the background to the transaction.<br />
Our strategy is to concentrate on<br />
those businesses from which aclequate<br />
profits can be made and where the Group<br />
has, or can obtain a competitive advantage.<br />
As TESE did not meet these criteria we<br />
decided to dispose of it.<br />
Discussions were carried out with a<br />
number of interested parties including<br />
Cannon. The offer in December 1985 from<br />
Screen Entertainment Limited, a company<br />
promoted by the management of TESE<br />
-<br />
supported by the Bond Corporation<br />
-<br />
vt'as the highest received and no better<br />
offer was forthcoming. Significantly<br />
Cannon was not prepared at that time to<br />
make a more attractive offer than the one<br />
we accepted.<br />
Nearly four months later, Screen<br />
Entertainment informed us it could not<br />
complete the acquisition. As previously<br />
undertaken bv the Bond Corporation,<br />
in the event of Screen Entertainment<br />
failing to complete, it purchased TESE<br />
outright.<br />
Your Board reiterates its conviction<br />
that on all the evidence, we obtained the<br />
best price possible at the time. Your<br />
Companv is also much strong€r for having<br />
disposed of this high risk and inadequately<br />
profitable activity. 'We have received<br />
Sl28m in cash from Bond Corporation,<br />
n'hich also assumed responsibilitv for the<br />
refinancing ol58.5m of borrowings. In<br />
addition, the sale has also relieved us of<br />
commitments of more than 5100m.<br />
4
The sale has strengthened our<br />
balance sheet and it will also enable us to<br />
invest in the future of our four sectors.<br />
INMOS<br />
Now let me put INMOS into context. In the<br />
months following acquisition it made a<br />
small profit but since the beginning of<br />
1985, it suffered from the worldwide<br />
slump experienced by the semiconductor<br />
industry.<br />
Our recently introduced transputer<br />
family of products remains ahead of the<br />
world in technical specification and<br />
performance. The orders from Floating<br />
Point Systems of the USA among others are<br />
an important beginning, but its adoption<br />
by other leading manufacturers is vital.<br />
\7ith the launch of the transputer<br />
INMOS is now a substantially different<br />
company, with its emphasis on high value,<br />
low volume products. Some restructuring<br />
was undertaken a year ago to meet<br />
changing market requirements and<br />
substantial reductions were achieved in<br />
operating costs. However, we maintained<br />
the fabrication facilities at Colorado<br />
Springs, USA, and Newport, South Wales,<br />
in the hope that market conditions would<br />
improve.<br />
'W'e<br />
budgeted for INMOS to breakeven<br />
for the current year but the<br />
improvement has not been realised and<br />
the rate of the losses reported by the<br />
company has continued. It is now clear<br />
that with the amount of industry capacity<br />
in the world and a very slow sales growth,<br />
we shall not require our full present<br />
production facilities. Wafer fabrication of<br />
the bulk of the product range is to be<br />
concentrated at Newport, leaving<br />
Colorado Springs as primarily an R&D<br />
activity with pilot plant operations.<br />
This decision involves a further<br />
contraction in the workforce at Colorado<br />
Springs as well as substantial write-offs in<br />
equipment and facilities there, plus the<br />
cost of reorganising the Newport facilities.<br />
Hence the provision to meet these and the<br />
excess operating costs while the cut-back<br />
is taking place.<br />
\7ith these measures to reduce<br />
INMOS' ongoing costs of operations, its<br />
management and the Board of <strong>THORN</strong><br />
<strong>EMI</strong> have again demonstrated their<br />
determination to take whatever actions are<br />
necessary to return INMOS to profitability.<br />
Also, during the next few months we<br />
should start to see the build-up in sales<br />
from the new memory and transputer<br />
products launched recently. Thken<br />
together this should give INMOS the<br />
opportunity to break-even on a month-bymonth<br />
basis.<br />
Other Developments<br />
Of the other problem areas referred to a<br />
year ago,I am pleased to report that<br />
Ferguson has now been restored to<br />
profitable trading following a restructuring<br />
and cost reduction programme. Recovery<br />
of the Music business is taking somewhat<br />
longer than expected, The satisfactory<br />
profits being earned in the rest of the<br />
world continue to be offset by poor results<br />
in North America. Howeveq there are signs<br />
of a progressive recovery which should be<br />
reflected in improving results in 198617.<br />
Much is being done to improve<br />
returns from all our businesses, but our<br />
Rental operations, HMV Shops and<br />
<strong>THORN</strong> <strong>EMI</strong> Electronics can be singled out<br />
for their excellent performance. UK Rental<br />
reported record profits and the<br />
International Rental businesses had<br />
another excellent year. HMV Shops also<br />
reported another excellent year, expanding<br />
its business in the UK and Denmark. In<br />
tougher business conditions, Electronics<br />
performed particularly well and<br />
maintained a strong order book.<br />
Reorganisation and investment in<br />
Appliances and Lighting will enable them<br />
to focus on higher-margin products and<br />
make further progress.<br />
Last yeat I said we would strengthen<br />
the company's management systems and<br />
organisation, improve cash controls and<br />
cash management in addition to investing<br />
in new products to meet the demands of<br />
the market. Much of this is already being<br />
achieved. Under Colin Southgate's<br />
direction the operating management team<br />
has a firm sense of purpose and realism.<br />
His Managing Director's Review and the<br />
Review of Activities of our main business<br />
areas describe in more detail how we are<br />
developing strategies for the core<br />
businesses.<br />
My Board colleagues join with me in<br />
expressing their sincere appreciation of the<br />
very high level of commitment and effort<br />
shown by all employees during another<br />
difficult year. lt is already apparent with<br />
the reorganisation in place that the<br />
Company will achieve the results for<br />
which we are all striving.<br />
In welcoming Sir Ian Trethowan to<br />
the Board, I should like to take the<br />
opportunity to record our thanks for the<br />
contribution to the Company over the<br />
years made by Lord Brabourne, John<br />
Sibley, Peter Bennett and Richard Norman,<br />
all of whom retired from the Board during<br />
the year.<br />
<br />
Sir Graham \filkins "<br />
Cbairman and Cbief Executiue<br />
l0 July 1986<br />
Sir Grahanr \X/ilkins<br />
Cltairntart anrl Cbief<br />
Ilxecutit'e
Our aim over the past year has been to<br />
maintain pressure on reducing costs and<br />
cash outflow, while concentrating on the<br />
development of core businesses, with<br />
profit rather than turnover as the main<br />
criterion. This was aided by completing<br />
disposals of businesses not central to our<br />
mainstream operations.<br />
Although the second half shows<br />
improvement on the same period last yeaq<br />
achieving the higher levels of profitability<br />
possible from our portfolio remains our<br />
constant goal.<br />
Managlng Change<br />
The Group is responding to the tough<br />
action taken to improve performance. In<br />
this, we are determined not to sacrifice for<br />
short-term expedienry long-term<br />
investment crucial to adapting to the<br />
increasing pace of change in the intensely<br />
competitive, global marketplace.<br />
The task of our management team<br />
has been to reverse our earlier decline<br />
while seizing opportunities across our<br />
businesses to foster progress. I am<br />
convinced that even with our short-term<br />
problems we can actively and successfully<br />
manage change.<br />
'!7e are now well placed in terms of<br />
innovative management skills,<br />
technological, engineering and product<br />
design resources, modern production and<br />
international marketing expertise, to<br />
achieve results justifying the continued<br />
confidence of shareholders and<br />
employees.<br />
A continuing programme of<br />
organisation development has<br />
fundamentally strengthened the senior<br />
management of each major business, and<br />
hence their ability to improve performance<br />
and competitiveness. Of 44key business<br />
units, 32 new appointments at managing<br />
director level have been made, 20 by<br />
internal promotion, the remainder by<br />
external appointments.<br />
The overall profile of the Company's<br />
senior management has also changed<br />
materially: the average age is now<br />
markedly lower, the academic and<br />
business education levels much greatet<br />
prior experience wider, and the<br />
international business background<br />
considerably broader.<br />
Our goals are ambitious but there is a<br />
climate of change in the Company<br />
reflecting greater realism, openness and<br />
speed of response which is already<br />
beginning to have the desired effect.<br />
Short Term Actions<br />
The Review of Activities describes the<br />
performance of our core businesses in<br />
more detail, but I would like to set these in<br />
perspective. Our first priority has been to<br />
tidy up the balance sheet and reduce<br />
borrowings.<br />
Disposals. The main disposal, Screen<br />
Entertainment, to which the Chairman<br />
referred, led logically to the divestment of<br />
cable television (apart from a small residual<br />
interest in The Children's Channel). Others<br />
included Dynatel, Brimaq Gothic Crellon,<br />
some microsoftware activities of <strong>THORN</strong><br />
<strong>EMI</strong> Computer Software and certain South<br />
African operations.<br />
The disposal of the domestic central<br />
heating business has given us a 22 per cent<br />
interest in a stronger operation which<br />
should produce worthwhile returns.<br />
Ve continued the planned<br />
withdrawal from business areas not<br />
relevant to our core business strategy, or<br />
unlikely to be viable in the overall context:<br />
the phased disposal of the Metal Industries<br />
division (in 1983 comprising 45 companies<br />
engaged in distribution, general<br />
engineering and component manufacture)<br />
has been completed since the end of the<br />
financial year.<br />
During last year and since, these<br />
disposals have realised in excess of S200m,<br />
almost all in cash, and relieved the Group<br />
of onerous commitments.<br />
Apart from the positive impact on<br />
our balance sheet and profit and loss<br />
account, this allows us to concentrate on<br />
improving profitability throughout the<br />
portfolio by optimising the use of our<br />
technical, marketing, financial and human<br />
resources to international competitive<br />
advantage.<br />
Restructuring. Our dominant remaining<br />
problem area, INMOS, has been dealt with<br />
in detail in the Chairman's Statement. Our<br />
desire to take partners should not be seen<br />
as alzck of vision or confidence in the<br />
company. If the opportunities are to be<br />
fully exploited we need to share the<br />
ongoing high investment costs. Hopefully<br />
partners would also be a source of<br />
additional business.<br />
Ferguson's restructuring and cost<br />
reduction programme has now been<br />
completed. As stated at the half yeaq<br />
Ferguson is restored to profitable trading.<br />
It is demonstrating improved marketresponsiveness<br />
and competitiveness with<br />
exciting new products. The manufacturing<br />
agreement with JVC, including technology<br />
co-operarion, will be a further boost to its<br />
progress.<br />
Music in North America is showing<br />
gradual signs ofrecovery, despite subdued<br />
market conditions. 'We are beginning to see<br />
results from our increased investment in<br />
tapping new strearns of Pop talent through<br />
three labels Capitol, <strong>EMI</strong> America and<br />
Manhattan<br />
-<br />
as part of our successful<br />
market segmentation<br />
- policy. Howeveq the<br />
measures taken have required a revenue<br />
investment of $25m. Similar continuing<br />
support costs will be necessary to secure<br />
our objectives.<br />
6
A radicd reassessment of the<br />
management resource required by <strong>EMI</strong><br />
Music for the future has led to the<br />
promotion to a restructured worldwide<br />
operating team of a number of younger<br />
line executives with proven capabilities.<br />
<strong>EMI</strong> Music's North American<br />
operations will be consolidated under a<br />
new President to be appointed shortly.<br />
The new Compact Disc facilities in<br />
Swindon, UK, and atJacksonville, USA,<br />
will also help our competitive position.<br />
Progress Elsewhere<br />
Rental operations were a highlight with the<br />
UK businesses reporting record profits and<br />
gains in market share, The International<br />
Rental business also experienced strong<br />
growth in market share, reflected in<br />
increased sales and profits.<br />
In Retail, HMV Shops also enjoyed<br />
another excellent year. The acquisition of<br />
Revolver Records, a UK chain, is important<br />
in both geographic and customer-profile<br />
terms. Our successful concept of music<br />
retailing is being actively developed<br />
internationally. The Rumbelows chain in<br />
the UK has been completely restructured,<br />
concentrating exclusively on retail<br />
operations with recent marked success. In<br />
Denmark, FONA had another excellent<br />
year. W'e plan substantial expansion of the<br />
financing of consumer credit through our<br />
retail outlets and, accordingly, we have<br />
established a separate retail credit<br />
company, Rumbelows Finance Limited.<br />
Because the nature of its business is<br />
fundamentally different from that of the<br />
rest of the Group, we have decided to<br />
show the assets and liabilities of that<br />
subsidiary as a net investment in the Group<br />
Balance Sheet. This enables a more<br />
meaningful view to be taken of the Group's<br />
financial position as<br />
^t3l<br />
March 1986.<br />
The formation of a unified<br />
Technology Group from I April this year<br />
concentrates our first-class capabilities on<br />
specialised high-technology market<br />
sectors, while focusing on a limited<br />
number of new product areas. The<br />
Electronics grouping performed<br />
particularly well in a tougher UK defence<br />
electronics market and continues to have a<br />
strong order book. Thorn Ericsson's<br />
success with orders from British Telecom<br />
for the AXE l0 digital exchanges means<br />
expansion of its Scunthorpe plant.<br />
Despite a weaker overall computer<br />
market, in the Information Systems and<br />
Services sectors, Software Sciences and<br />
Datasolve both performed very<br />
satisfactorily. Considerable costs were<br />
involved in setting up a US Software<br />
Product unit for our computer software<br />
paclage business and continuous<br />
improvement is essential for this to begin<br />
contributing. In line with the computer<br />
peripherals sector worldwide, Datatech,<br />
which also used to manufacture for<br />
Sinclair, had a very difficult yeaq<br />
necessitating substantid reductions in staff<br />
levels and facilities. Our Security business<br />
progressed, but the Measurement activities<br />
encountered more difficult trading<br />
circumstances.<br />
Lighting continues to be well served<br />
by its high-technology innovations but still<br />
needs to become stronger internationally.<br />
Its performance was close to target and<br />
recent organisational changes should<br />
enhance future results.<br />
The Domestic Appliances activities<br />
have been akey area for reorganisation and<br />
reinvestment, although the results have yet<br />
to show through. Management, facilities<br />
and products have been strengthened,<br />
particularly in the Major Domestic<br />
Appliances sector. Despite avery weak UK<br />
market for small appliances, Kenwood<br />
managed to trade profitably woddwide,<br />
albeit at a lower level.<br />
A primary focus has been product<br />
design, quality and competitiveness to<br />
benefit market share and profitability. Our<br />
new Spennymoor cooker plant is the most<br />
modern in Europe, setting standards for<br />
efficiency and working environment<br />
which we are determined to apply<br />
generally. The Commercial Appliances<br />
businesses in the UK and France all<br />
performed well.<br />
Australia<br />
The performance of <strong>THORN</strong> <strong>EMI</strong> Australia<br />
was subdued apart from its Rental, Lighting<br />
and Electronics sectors. Its future direction<br />
is currently being reviewed to permit firmer<br />
concentration on a core business strategy.<br />
Thames lblevision<br />
During last autumn a provisional<br />
agreement was reached with Cadton<br />
Communications to sell our, then,46per<br />
cent shareholding in Thames. However the<br />
sale was blocked by the IBA. Our decision<br />
at that time has to be seen in relation to our<br />
undertaking to the IBA to reduce our<br />
shareholding, Thames' prevailing<br />
management problems and its poor results<br />
inI984l5 and the first half of 198516.<br />
Thames today presents a re-vitalised<br />
picture. Important management changes<br />
have been made and results in the second<br />
half of 198515 and the early months of<br />
198517 show considerable improvement.<br />
The recent flotation has been an<br />
outstanding success, realising for <strong>THORN</strong><br />
<strong>EMI</strong> 517.1m gross and leaving us with a<br />
holding of 29 per cent (BET have an equal<br />
holding).<br />
Our concern for the continued wellbeing<br />
and success of Thames is<br />
undiminished and the flotation should<br />
help to safeguard its IBA franchise. It is our<br />
wish to retain a substantial shareholding in<br />
Thames.<br />
Oolin Sor.rthgate<br />
.l fu t ) t (tgi t t g D irec k ) r
Revicw of activitics:<br />
RENTAL AND RETAIL<br />
Jim Nlaxmin<br />
Chairman and Cbief<br />
Executit)e <strong>THORN</strong> <strong>EMI</strong><br />
Home Electronics.<br />
During the yeaq our Rental and Retail<br />
operations were reorganised in order to<br />
differentiate between the UK and overseas<br />
interests. This was intended to increase the<br />
focus of our business development<br />
programmes, while exploiting the<br />
common services and gaining the<br />
economies of scale inherent in the UK<br />
operations. In the UK, <strong>THORN</strong> <strong>EMI</strong> High<br />
Street Electronics was created, with<br />
responsibility for Rumbelows, Radio<br />
Rentals, <strong>THORN</strong> <strong>EMI</strong> TV and Video<br />
Centres, DER and High Street Operations.<br />
The overseas operations include <strong>THORN</strong><br />
<strong>EMI</strong> International Rentals (which operates<br />
in 13 countries), FONA, and HMV Shops.<br />
Already represented in Denmark, HMV<br />
Shops is actively planning overseas<br />
expansion based on its unique and<br />
successful UK formula.<br />
The <strong>THORN</strong> <strong>EMI</strong> High Street<br />
Electronics grouping of UK companies<br />
now contains over 1,500 retail outlets,<br />
servicing an established household base<br />
exceeding 3 million. This makes it one of<br />
the largest UK high street property<br />
portfolios and one of the world's largest<br />
purchasers of brown goods.<br />
Each company is being developed to<br />
exploit different consumer segments and<br />
to offer a differentiated product/service<br />
mix:<br />
Radio Rentals<br />
n SPECIALIST RENTAL<br />
is the UK market leader and<br />
- premier<br />
specialist rental chain. DER is also a<br />
specialist renter, and is being positioned to<br />
cover a wider consumer segment.<br />
N MIXED RENTAL/RETAIL<br />
- <strong>THORN</strong><br />
<strong>EMI</strong> TV and Video Centres trades under<br />
the Focus and Multi-broadcast brands,<br />
both regionally focused, mixed rental/<br />
retail operations appealing to a younger<br />
market.<br />
! RETAIL Rumbelows is now<br />
exclusively - concerned with retailing and is<br />
targeted at the youngeq service-sensitive<br />
consumer, seeking high quality consumer<br />
durables.<br />
High Street Operations is the<br />
service company within <strong>THORN</strong> <strong>EMI</strong> High<br />
Street Electronics providing comprehensive,<br />
cost-effective central services to the<br />
operating companies. Specialist rental and<br />
retail services to the business sector are<br />
provided through <strong>THORN</strong> <strong>EMI</strong> Business<br />
Communicatlons, incorporating Radio<br />
Rentals Contracts, REW and <strong>THORN</strong> <strong>EMI</strong><br />
Dataphone.<br />
The UK rental interests enjoyed a<br />
record year in terms of profit. Profitability<br />
was substantially increased by significant<br />
reduction in capital employed. Each<br />
Rumbelou,s'sbop at<br />
Soutbend in tbe neu'<br />
lit,ert'.<br />
Turnover contribution<br />
to Group<br />
Proportion of total<br />
Group employees
DER is a specialist<br />
rental cbain.<br />
FONA, tbe leading<br />
Danisb electrical<br />
retailer uitb ouer 70<br />
outlets, recently<br />
celebrated its 60tb<br />
anniuersary.<br />
Radio Rentals is<br />
<strong>THORN</strong> <strong>EMI</strong>'s premier<br />
specialist rental cbain<br />
and []K market leader<br />
Multi-broadcast is one<br />
of tuo n',ixed rental/<br />
retail cbains operated<br />
by <strong>THORN</strong> <strong>EMI</strong> TV and<br />
Video Centres.
company also increased its market share.<br />
This performance reflected both<br />
innovative marketing programmes<br />
designed to improve customer retention<br />
and firm management action to reduce the<br />
cost base and improve asset management.<br />
During the year, over 375,000 rental<br />
accounts were transferred from<br />
Rumbelows to the "traditional" rental<br />
companies in a programme to gain further<br />
economies of scale within the specialist<br />
rental organisation, while allowing<br />
Rumbelows to focus single-mindedly on<br />
retail. All the indications are that both<br />
objectives are being achieved.<br />
After a relatively disappointing first<br />
half, Rumbelows finished the year strongly<br />
with a high level of sales and market share<br />
growth. Its new management has<br />
implemented a wide range of market<br />
initiatives which should ensure continuing<br />
sales and profit success. An advanced<br />
electronic point of sale system for all<br />
Rumbelows' outlets will streamline<br />
inventory management.<br />
Our International Rentals<br />
business had another excellent year. All of<br />
its operations in 13 overseas countries<br />
(the South African business was sold)<br />
experienced strong growth in terms of<br />
new business, reduced terminations and<br />
increased profitability. Overall the<br />
businesses added substantially to their<br />
rental bases while remaining cash neutral.<br />
New marketing programmes based on<br />
innovative rental concepts were widely<br />
introduced and met with considerable<br />
success. Strong management action has<br />
also resulted in lower operating costs,<br />
better asset management and more<br />
effective marketing expenditure. New data<br />
systems should help improve customer<br />
retention rates and target marketing. Plans<br />
are in place to add 10 new shops and to<br />
further upgrade the quality of the premises<br />
and rental fleet.<br />
HMV Shops, our music retailing<br />
stores operation, reported another<br />
excellent year in the UK with sales some<br />
23 per cent above the previous year's level,<br />
despite increased competition and a<br />
relatively sluggish market over the last six<br />
months. Another four shops were opened,<br />
increasing the retail space to over 100,000<br />
square feet and adding substantially to our<br />
market dominance in the central London<br />
area.The opening of another five shops is<br />
planned, so that a total of 180,000 square<br />
feet of retail space should be operational<br />
by March, 1987 Plans are well advanced to<br />
create "The World s Largest Record Store",<br />
with over 50,000 square feet, on a<br />
prestigious site at the eastern end of<br />
London's Oxford Street.<br />
Dominion kleuision<br />
Rentdls in Neu<br />
Zealancl, one of lJ<br />
countries sert'ed b! tbe<br />
I n te rn at i ( )na I Re ntal s<br />
business.
This HMV Sbop in<br />
Peterborougb is one of<br />
.four neu UK outlets.<br />
I.'our more opened in<br />
Denmark bat'e alread))<br />
obtained an impressiue<br />
-sbare of tbe market.<br />
Revolver Records, a chain of 14 shops<br />
mainly based in the Midlands, was<br />
acquired. Revolver appeals to a slightly<br />
older customer profile than HMV Shops<br />
and will provide an important strategic<br />
addition to our high street record retailing<br />
portfolio.<br />
HMV Shops is one of the key<br />
businesses targeted for overseas<br />
expansion. It is already successfully<br />
established in Denmark and negotiations<br />
and feasibility studies are now under way<br />
in several overseas countries.<br />
FONA Denmarks leading<br />
electrical retailer -<br />
celebrated its 60th<br />
anniversary during - the year. Despite<br />
extremely fierce competition, it increased<br />
sales by 14 per cent and improved overall<br />
profitability.<br />
In April 1985, FONA opened its first<br />
HMV Shops record store in Copenhagen to<br />
enthusiastic market response: three more<br />
outlets have since opened.<br />
Strong management and good<br />
financial controls coupled with well-sited<br />
and merchandised shops should ensure<br />
FONAs continued success.<br />
Skala Tbleuision in<br />
Belgium, part of<br />
<strong>THORN</strong> <strong>EMI</strong>\<br />
International Rental<br />
operatiOns.
Review of activities:<br />
TECHNOLOGY<br />
Tom Mayer<br />
Cbief Executiue<br />
<strong>THORN</strong> <strong>EMI</strong><br />
Tbcbnologlt.<br />
On I April this year, our activities in several<br />
technologicalareas were reorganised into a<br />
unified Technology Group, comprising<br />
seven substantial operations addressing<br />
specialised sectors of the high technology<br />
market.<br />
The largest of the groupings,<br />
<strong>THORN</strong> <strong>EMI</strong> Electronics, reported<br />
another successful year with sales and<br />
profit showing considerable improvement<br />
on previous years. The company is now<br />
organised into eight major divisions<br />
covering specific business areas.<br />
The Computer Systems Division<br />
completed an important ndar integration<br />
project in Denmark and handed over the<br />
first sophisticated mission support system<br />
to the RAF. Deliveries of British Rail<br />
advanced ticket issuing systems are<br />
proceeding well and purpose-designed<br />
passenger information displays have been<br />
widely installed on the London<br />
Underground.<br />
Defence Systems Division secured<br />
new contracts to produce fuzes for the<br />
ALARM and ASRAAM airlaunched missiles.<br />
The complex warhead-activating fuzes for<br />
the RAF airfield denial weapons and the<br />
new generation of artillery shells are now<br />
in full production. Work continues on the<br />
multi-national MLRS III multiple-launch<br />
rocket system project.<br />
Electro Optics Division has won<br />
every major British Army contract for<br />
man-portable thermal imagers.<br />
Completion of a new factory this year will<br />
aid expansion of this important business area.<br />
With the award to Naval Systems<br />
Division of the contract to supply data<br />
distribution systems for the Royal Navy's<br />
new single-role mine-hunter, these systems<br />
will now be supplied for all other classes<br />
of vessel on order for the Royal Navy.<br />
Degaussing ranges were installed in two<br />
NATO countries and in Australia and a<br />
further contract obtained for the British<br />
Army NAIAD nerve gas detector.<br />
During the year Radar Division<br />
delivered its 300th Cymbeline mortar<br />
locating ndar and completed Royal Navy<br />
sea trials for its advanced Guardian<br />
electronic countermeasures system,<br />
Company-funded development of the<br />
Skymaster aircraft early warnin g radar<br />
continues.<br />
California-based Systron Donner<br />
maintained its leading position in aircraft<br />
engine fire detection systems with further<br />
orders from Boeing, Airbus Industrie and<br />
other leading manufacturers. Eleven<br />
inertial flight control packages are being<br />
supplied for the United States Air Force<br />
81-B bomber.<br />
Ti:rnover contribution<br />
to Group<br />
Proportion of total<br />
Group employees<br />
<strong>THORN</strong> <strong>EMI</strong><br />
Electronics is the UK<br />
national prime<br />
contractor on tbe<br />
Phase III terminallyguided<br />
warbeadfor tbe<br />
multinational MLRS<br />
(Multiple La.uncb<br />
Rocket System) pryiect.
Tbe INMOS 32 bit<br />
tfansputer, a comPuter<br />
on a chip that can<br />
execute 10 million<br />
instructions per<br />
second<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Assembling a linear<br />
acceleromeler at<br />
Systron Donnerfor use<br />
in tbe Landsat salellite.<br />
Tbe Electro Optics<br />
Dittision of <strong>THORN</strong><br />
E,\,II EIeclronics has<br />
u,on a !5m corilrdct<br />
from lbe UK ,\,linistrt'<br />
of Defence for the<br />
derelopme,tl of lbe Air<br />
Defence Alerliil!1<br />
Derice (ADAD) usi,tg<br />
tlrermal imallittg<br />
tecbnologl'.<br />
Both <strong>THORN</strong> <strong>EMI</strong> Varian, with a<br />
contract to supply a new klystron tube for<br />
the European Space Agency earth resource<br />
satellite, and <strong>THORN</strong> <strong>EMI</strong> Electron Tubes,<br />
with contracts for space applications for<br />
low light level sensing devices, maintained<br />
good progress.<br />
In Sensors and Security Systems<br />
the merging of AFA-Minerva and <strong>THORN</strong><br />
<strong>EMI</strong> Fire Appliances created a major fire<br />
and security protection enterprise with<br />
sales well ahead of the previous year's<br />
combined results. A major fire protection<br />
scheme for the headquarters of the<br />
Hongkong and Shanghai Bank was<br />
completed, and a product and technology<br />
transfer agreement was signed with the<br />
People's Republic of China. An important<br />
Ministry of Defence contract was won, to<br />
develop the Tiident submarine fire<br />
protection syst€m.<br />
<strong>THORN</strong> <strong>EMI</strong> Datatech experienced a<br />
difficult year and a major reorganisation<br />
programme has been instituted to improve<br />
profitability.<br />
Nuclear Enterprises had another<br />
successful year with substantial orders<br />
from the US nuclear power industry.<br />
Exports now account for 60 per cent of<br />
sales, withJapan an especially valuable<br />
market for precision dosimetry<br />
equipment.<br />
<strong>THORN</strong> <strong>EMI</strong> Datatecb<br />
triple densit!<br />
streaming lape clriue.
Review of activities:<br />
TECHNOLOGY<br />
continued<br />
In the USA, <strong>THORN</strong> <strong>EMI</strong> Malco<br />
reported a successful year in its traditional<br />
plastic card business, achieving<br />
coast-to-coast market coverage through a<br />
West Coast acquisition. Malco's magnetic<br />
tape plant came on stream successfully.<br />
Information Systems' principal<br />
operating company, Software Sciences,<br />
completed a number of major information<br />
technology systems contracts for the UK<br />
Ministry of Defence. The recently formed<br />
Finance Group successfully exploited<br />
opportunities resulting from deregulation<br />
in the UK securities market. The<br />
company's subsidiary in Holland also had<br />
an excellent year.<br />
<strong>THORN</strong> <strong>EMI</strong> Micrologic obtained<br />
major orders for electronic point-of-sale<br />
terminals from several prestigious high<br />
street names including Marks and Spencer<br />
and Victoria \fline, giving a strong year-end<br />
order book.<br />
In Information Servlces,<br />
Datasolve increased business throughout<br />
its divisions and moved into new areas.<br />
Noteworthy was the contract won by the<br />
Bureau Division to process the UK Data<br />
Protection Register and transfer it to<br />
microfiche. Substantial contracts were also<br />
signed with Vestern Tiust and Savings and<br />
Tamar Bureau, while Datashield<br />
substantially extended the penetration of<br />
its disaster recovery service. Data<br />
Information Services Division added the<br />
Soviet News Agency TASS to its World<br />
Reporter service. Among other contracts<br />
was a "Gateway" deal with British Telecom<br />
for its electronic mail service. The<br />
Education Division launched a new<br />
interactive video-box training method,<br />
'Actioncode".<br />
<strong>THORN</strong> <strong>EMI</strong> Computer Software,<br />
Europe's largest independent software<br />
product company, is within the top 15<br />
worldwide. It withdrew from certain<br />
microcomputer software activities in order<br />
to sharpen its focus on its specialisation in<br />
decision support and management<br />
information products, which include FCS,<br />
FQS, Tempus Link and Host. Its Shadow II<br />
recently won a Design Council Award.<br />
Computeraid Services Division<br />
extended both the range of its third-party<br />
computer maintenance services and its<br />
customer base.<br />
In lblecommunications Thorn<br />
Ericsson's activities are entering a phase of<br />
considerable growth with substantial<br />
orders from British Telecom for AXE 10<br />
digital public telephone exchanges. This<br />
has led to a major expansion at its<br />
Scunthorpe factory where the number of<br />
employees should double. There are also<br />
150 engineers and programmers at PCE,<br />
the company's associate software house in<br />
Brighton.<br />
The company serves both the public<br />
and private sectors with products<br />
including high capacity optical fibre data<br />
package switches and computer controlled<br />
business telephone systems. It has<br />
introduced new versions of the MDll0<br />
private automatic branch exchange.<br />
Our Measurement business<br />
performance was below the previous year's<br />
record level, reflecting the depressed state<br />
of the general instrument market. A<br />
number of competitive new products were<br />
successfully introduced, however.<br />
In the USA, Biddle continued to<br />
perform well, while Modutec maintained<br />
its share of a subdued and competitive<br />
marketplace.<br />
In Semiconductors the sharp<br />
decline in the market impacted<br />
significantly on the results of INMOS.<br />
However, a highlight of the year was the<br />
successful launch of the transputer in<br />
Octobeq with a substantial number of<br />
recent additions to the range. Transputer<br />
products sold throughout Europe, the<br />
United States andJapan, are currently<br />
being designed into a wide range of<br />
applications including robotics, computer<br />
graphics, artificial intelligence, and digital<br />
signal processing.<br />
INMOS maintained its position as a<br />
world leader in high performance static<br />
and dynamic RAMs (Random Access<br />
Memories) by the introduction of 64X<br />
static RAMS and the world s fastest<br />
production 256K dy namic RAMs.<br />
Softuare Sciences'<br />
CHAMPS computer<br />
system prouides afull<br />
botel ..ccounting,<br />
management,<br />
processing and.<br />
reseruations seruice.
T he operater's position<br />
in the airborne earl!<br />
u,arning tersion of<br />
<strong>THORN</strong> EITI<br />
Electronics' higbly<br />
s uc c e s sf u I S e arc b uta te r<br />
rctdar nou' being<br />
delitered b tbe<br />
Spanisb Nat'I'.<br />
TTIORN E.III<br />
,l I i c rr.t I r.tgi c e I ec t ro n i c<br />
poi,tt-of saIe te rmi naIs<br />
pro r i de fas t, ctcc u rate<br />
sk)re data etutbling<br />
retailers b operdte<br />
t'JJ i c ie nt 1.1'.'.\hctp I i n k "<br />
prot'ides tlJe<br />
c( ) I I tt ect ijt t bet u een<br />
E['( )S terntiilctls aild<br />
tl.te host contpuler<br />
Thorn Ericsson<br />
deueloPed and<br />
supplied tbe netu'ork<br />
su'itching equiPment<br />
for the Racal<br />
lbdaphone cellular<br />
rad.io swtem.
Bhaskar Menon<br />
Cbairman and Chief<br />
Executiue <strong>EMI</strong> Music.<br />
<strong>EMI</strong> Music's performance for the year<br />
reflected both the volatility and<br />
opportunities for growth in the worldwide<br />
market for pre-recorded music.<br />
In order to progress and prepare the<br />
music business for future growth a<br />
reassessment of management needs has<br />
led to the formation of a restructured<br />
worldwide operating team of younger line<br />
executives.<br />
In North America results were<br />
depressed by the continuing high level of<br />
support required to maintain the<br />
aggressive initiatives taken during the last<br />
two years to strengthen our position in<br />
Pop, Classical,Jazz, Country and in Black<br />
music where "Capitol Records" emerged<br />
last year as America's leading label for<br />
Black music. Together with creating the<br />
New York-based "Manhattan Records ",<br />
focused on East Coast talent, and<br />
sustaining the recovery of the "<strong>EMI</strong><br />
America" label, these actions entailed<br />
significant additional investment and costs.<br />
However there are encouraging signs of<br />
volume improvement during the first half<br />
of the current year, substantiating the<br />
pursuit of the US growth strategy.<br />
The Europe and International<br />
operations achieved results in line with the<br />
previous year despite problems in Australia<br />
and South Africa. Noteworthy were the<br />
contributions of the UK, Germany and<br />
Italy, significant recovery in South East<br />
Asia and Spain, and major profit<br />
improvements in Latin America and<br />
Scandinavia.<br />
The international roster of artists<br />
includes Paul McCartney and <strong>David</strong> Bowie<br />
both of whom have recently signed<br />
- new long term recording agreements;<br />
Heart, with multi-platinum sales<br />
worldwide last year; Tina Turner, whose<br />
sensational "Private Dancer" album will be<br />
followed by a new album this autumn;<br />
Freddie Jackson, America's newest Black<br />
music star; Queen, who have maintained<br />
their position as one of the world's leading<br />
recording groups; Pet Shop Boys, the latest<br />
UK act to achieve number-one hits<br />
throughout the world; and GraceJones,<br />
one of Pop music's unique performers. In<br />
addition, artists such as Kate Bush, Duran<br />
Duran, Iron Maiden, Katrina & The'Waves,<br />
Marillion, Stevie Nicks, Diana Ross, Bob<br />
Seger, Sigue Sigue Sputnik, Thlking Heads<br />
and Thlk Thlk continued to emphasise the<br />
importance of the UK and US as prime<br />
sources of popular repertoire.<br />
Local artists also featured<br />
prominently in the activities of <strong>EMI</strong> Music's<br />
companies worldwide, providing the<br />
essential national and international talent<br />
mix in each region.<br />
Turnover contribution<br />
to Group (including<br />
previous Entertainment<br />
activities)<br />
Proportion of total<br />
Group employees
International Classical Division<br />
fostered its immensely valuable catalogue<br />
of recordings spanning over 80 ,vears ancl<br />
including a prestigious contemporar,v<br />
roster of distinguished soloists and<br />
cor-rductors such as Dimitri Alexeev, Jose<br />
Carreras, Placiclo Domingo, Andrei<br />
Gavrilov, Kiri TL Kanawa, Herbert vn<br />
Karajan, Nigel Kennedy, Katia & Marielle<br />
Lcbeque, Ychudi Menuhin, Riccardo Muti,<br />
Anne-Sophie Muttet Jessve Norman,<br />
Itzhak Pcrlman, Andrc Previn, Simon<br />
Rattlc, Jeffrel, ?ate, Klaus Tennstedt and<br />
Frank-Peter Zimmermann.<br />
<strong>EMI</strong> Music Publishing operations<br />
in 22 countries continued to make an<br />
impressive contribution to profits and<br />
remain an important source of rcpertoire<br />
for our rccord companies.<br />
<strong>EMI</strong> Music's Capitol Magnetic<br />
Products Division maintained its position<br />
as a major supplier of duplicator maplnetic<br />
tape and acetate discs to the international<br />
<br />
<br />
<br />
record industrl', and Picture Music<br />
International, the video division,<br />
increased its release of titles for sale to<br />
consumers and to growing cable and<br />
broadcast television outlets worldwide.<br />
The traditional frrrms of record<br />
carrier continued to be influenced b_v<br />
radical technology' changes<br />
- a challenge<br />
being met b,v <strong>EMI</strong> Musics UK Compact<br />
Disc factor,v in Swindon, which was<br />
opcrational in March, and by a similar<br />
facilitv in the US being built at Jacksonville,<br />
Illinois, scheduled to be on stream in the<br />
late autumn of this vear.<br />
<strong>EMI</strong> Music'sfirst<br />
Compact Disc plarrt,<br />
at Swindon in the UK,<br />
is nou operational.<br />
A second planl in<br />
Jacksont,ille, USA u,ill<br />
also be opened in 1()8(t<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Riccardo,\Iuli<br />
music director irt<br />
Philadelpbia and La<br />
Scala,11ilan, signed<br />
e.rclusit;el! to Ef,4I<br />
,llttsic,<br />
Itzbak Perlman<br />
-<br />
i tile rna I i o na I t, i rt uo so<br />
u'itb an oulstanding<br />
catalogue of major<br />
recordings for E,\II<br />
Music.
Review of activities:<br />
CONSUMER AND COMMERCIAL<br />
Appliances and Lighting<br />
Ivor Owen<br />
Cbairman <strong>THORN</strong> <strong>EMI</strong><br />
Appliances and<br />
Ligbting Group.<br />
The Appltances and Lighting Group<br />
serves international consumer and<br />
industrial markets through five divisions:<br />
Major Domestic Appliances (trading under<br />
the Tiicity, Bendix, Moffat, Parkinson<br />
Cowan and Main brands); Kenwood Small<br />
Appliances ; Commercial Appliances ;<br />
Metering; and Lighting. The exploitation of<br />
new technologies, design enhancement,<br />
investment in modern manufacturing<br />
facilities, and the highest quality, safety and<br />
reliability standards are shared<br />
characteristics.<br />
Maj or reorganisation programmes,<br />
notably within Major Domestic Appliances<br />
and Lighting and largely completed during<br />
the year, are bolstering increased flexibility<br />
and responsiveness to international market<br />
trends and competition in each key<br />
product sector.<br />
The sale of the Heating business, in<br />
March 1986, is allowing concentration on<br />
businesses with a more international,<br />
higher technology profile.<br />
The financial performance of Major<br />
Domestic Appliances was disappointing,<br />
with particularly poor results on Electric<br />
Cooking and Refrigeration although<br />
management, products and capital<br />
investment have now been strengthened.<br />
Design will have increasing<br />
importance in the international<br />
marketplace and the creation of high<br />
quality, innovative products with matching<br />
manufacturing facilities remains a priority.<br />
An Advanced Product Development<br />
Group in the new Mountjoy Research<br />
Centre adjacent to Durham University was<br />
recently announced.<br />
Highlights in our Electric Cooker<br />
business included the commissioning of<br />
an advanced new factory and extensive<br />
product redesign. Despite short-term<br />
production problems, UK market<br />
leadership was maintained and innovative<br />
new products, backed by exceptional<br />
automated production techniques, augur<br />
well for the future.<br />
The Microwave business performed<br />
satisfactorily, given slower market growth<br />
and a proliferation of competition.<br />
Investment in manufacturing facilities and<br />
in exciting new technology-based product<br />
ideas heralds improved performance in<br />
expanding international markets.<br />
Refrigeration's difficulties were due<br />
to the combine d effects on sales of the<br />
poor weather in the UK and an ageing<br />
product range. Full exploitation of<br />
technological advances in product<br />
concepts and manufacturing techniques<br />
underlies our plans for a fundamental<br />
reapproach to market needs.<br />
TUrnover contribution<br />
to Group<br />
Proportion of total<br />
Group emplovees<br />
<br />
<br />
<br />
Tbe best-sellingfood<br />
processor in Britain -<br />
the Kenwood Gourmel<br />
V.triomatic.
Tbe Bendix Home<br />
Ia.undry Centre de<br />
Luxe is a major step<br />
forward in uent-free<br />
condenser<br />
uasber/d.rier<br />
enSineering.<br />
<strong>THORN</strong> <strong>EMI</strong> Flott<br />
Measurement<br />
specialises in domestic<br />
and industrial gas<br />
fneters.
Review of activities:<br />
CONSUMER AND COMMERCIAL<br />
Appliances and Lighting<br />
continued<br />
Bendix brand home laundry products<br />
became established as a UK market leader.<br />
Enhanced reliability and a buoyant market<br />
contributed to improved results.<br />
Gas Cookers overcame the previous<br />
year's problems through increased<br />
productivity and successful extension of<br />
both product range and market share.<br />
'With new, "up-market" Sheerline and<br />
Program branded products, including a<br />
built-in microwave, the business is poised<br />
to take advantage of changes in the UK<br />
market arising from British Gas<br />
privatisation.<br />
Our Kenwood Small Appliances<br />
business is strong internationally. The<br />
overseas and direct export operations<br />
performed satisfactorily in the main, but<br />
the UK market was depressed, with a<br />
particularly disappointing Christmas<br />
period. Kenwood remained profitable,<br />
however, unlike many of its large,<br />
well-known competitors. Exploiting the<br />
powerful Kenwood name on an impressive<br />
spread of attractive, keenly-priced<br />
products is broadening the range and<br />
sharpening the Division's competitive<br />
edge.<br />
Overall the Commercial<br />
Appliances business performed well,<br />
improving substantially on the previous<br />
year. The Foodservice Equipment<br />
businesses are now well placed to expand.<br />
Against a much better yeaq Stott Benham<br />
aims to srengthen its UK leadership in<br />
commercial cooking equipment through<br />
product development incorporating new<br />
materials and microprocessor controls.<br />
Crypto Peerless reversed a previous<br />
decline by improving products and<br />
productivity. Dito Sama, the French<br />
company, continues to perform well in all<br />
its markets and is broadening its range.<br />
The Metering activity, centred on<br />
<strong>THORN</strong> <strong>EMI</strong> Flow Measurement (whose<br />
results are reported within the Technology<br />
Product Sector), had another good year,<br />
fighting off a determine dJapanese<br />
challenge to its supremacy in Hong Kong<br />
and benefiting from a sudden surge in UK<br />
demand for coin metering. Important<br />
export business was obtained in China.<br />
Our Lighting business serves<br />
worldwide markets. A leading<br />
international Iighting organisation, its<br />
comprehensive product range<br />
Computer aided design<br />
and computer aided<br />
manufacture are an<br />
important pafi or<br />
mod.ern ligbting<br />
prod.uction at<br />
Spennymoor<br />
encompasses industrial, commercial,<br />
scientific, medical, outdoor and domestic<br />
illumination. Sales increased by 9 per cent<br />
with particularly strong growth coming<br />
from the international activities which<br />
account for almost half the total business.<br />
Its business is characterised by keen<br />
pricing competition in the high volume<br />
domestic lighting products ateaat one end<br />
of the market, and by the need to offer<br />
new technically-innovative specialist<br />
products at the other. Demand for hightechnology,<br />
low-energy products<br />
continued to increase during the year and<br />
long-term development is closely linked<br />
with the success of these products.<br />
Supported by substantial investment in<br />
advanced production plant and by<br />
technical improvements, the business in<br />
2D 16\f and 28W compact fluorescent<br />
lamps expanded further. A larger 38\7 2D<br />
and a 39W 2L light source have been<br />
introduced for commercial markets.<br />
Backed by an attractive range of fittings,<br />
2D is spearheading the drive to increase<br />
market penetration in'Western Europe.<br />
Sales of high-pressure sodium (SON)<br />
lamps and fittings reflected increased<br />
demand. A notable application was<br />
lighting a stretch of the M4 motorway.<br />
Incandescent and fluorescent lamps<br />
expcrienced strong competitive pressure<br />
during the year with increasing price<br />
competition from the Eastern bloc. A S3m<br />
investment in the fittings operation at the<br />
Spennymoor factory, County Durham,<br />
included production equipment for<br />
electronic control gear and a computer<br />
aided design and manufacturing<br />
(CAD/CAM) system, giving improved speed<br />
and flexibility in fittings design, and<br />
reduced development time-scales for both<br />
general products and customer-tailored<br />
lighting designs.<br />
The Lightstream miniature lowvoltage<br />
tungsten halogen products<br />
launched during 1985 address the valuable<br />
display markets. The comprehensive range<br />
enables designers to produce more<br />
effective and efficient displays. Its success<br />
has won significant market share from<br />
long-established specialist suppliers.<br />
Our products featured prominently<br />
in the Energy Management in Lighting<br />
Awards Scheme (<strong>EMI</strong>LAS) which<br />
recognises the efficient use of e lcctricity<br />
for lighting and encourages good energymanagemcnt<br />
practicc.<br />
Lou 0oltage tungsten<br />
balogen spotligbts in<br />
<strong>THORN</strong> <strong>EMI</strong> Litbtings<br />
Ligbtstream range.
A section of tbe M4<br />
motorway near<br />
Windsor lit uitb 25OW'<br />
SON latnps.<br />
Research, development and<br />
advanced engineering continue to occupy<br />
a key position in the business strategy. Our<br />
prestigious laboratories at Enfield and<br />
Leicester work at the leading edge of<br />
technology to contribute medium and<br />
long-term product innovations, as well as<br />
supporting day-to-day activities. Their preeminence<br />
was acknowledged by their<br />
third Design Council Award presented by<br />
HRH The Duke of Edinburgh, this time for<br />
developments in low-wattage tungsten<br />
halogen lamps.<br />
Early indications for the current<br />
financial year show a continuing demand<br />
for energy-saving and innovative products<br />
which will lead to further growth and<br />
progress during 1986.<br />
The Lighting business has now been<br />
reorganised into six business units to allow<br />
improved responsiveness to market<br />
requirements and enhanced customer<br />
service, reinforcing its leadership in lamp<br />
technology and lighting system design.
Review of activities:<br />
CONSUMER AND COMMERCIAL<br />
Ferguson<br />
Jim Maxmin<br />
Cbairman <strong>THORN</strong> <strong>EMI</strong><br />
Ferguson.<br />
During the course of the year, our<br />
Ferguson business underwent a<br />
fundamental restructuring designed to<br />
reduce the cost base, improve efficiency<br />
and increase its responsiveness to rapidly<br />
changing market conditions.<br />
This programme entailed reducing<br />
the overhead costs burden as well as<br />
reconfiguring the factories to simplify the<br />
production procedures and to achieve<br />
greater flexibility and overall economies of<br />
scale. Carried out betweenJanuary and<br />
June 1986, to avoid the seasonal peak, this<br />
has involved concentraring all printed<br />
circuit board and sub-assembly work at<br />
Enfield, and all final assembly at Gosport,<br />
with plastics mouldings produced at the<br />
specialist High \Wycombe facility.<br />
In addition, the organisation of the<br />
business was restructured to ensure greater<br />
accountability and clear lines of<br />
responsibility, while eliminating<br />
unnecessary layers of management.<br />
Substantial progress was also made in<br />
accelerating the pace of new product<br />
introduction. During the year eight new<br />
TV models were introduced. These<br />
reflected the policy of improving the<br />
appearance-design and functional<br />
presentation of products, coupled with<br />
technological excellence. An additional l4<br />
models have since been introduced to<br />
Ferguson dealers to meet the demands of<br />
the 1987 season.<br />
The ne t effect of the programme has<br />
been to return rhe company to profitability<br />
while retaining its position as brand leader<br />
in the UK marker,<br />
Despite fierce price competirion, rhe<br />
Ferguson Videostar video recorders<br />
continued to perform well in the market.<br />
The video manufacturing joint-venture<br />
company, J2T Holdings, enjoyed a<br />
successful year with record levels of<br />
output and of European content in the<br />
products.<br />
During the yeat discussions withJVC<br />
(the Victor Company ofJapan), Ferguson's<br />
trading partner of long standing, resulted<br />
in a joint manufacturing agreement under<br />
whichJVC colour TV sets and other screen<br />
products will be manufactured in Ferguson<br />
factories for distribution roJVC sales<br />
outlets throughout Europe.<br />
This logical extension of our<br />
excellent relationship withJVC will add<br />
approximately 200,000 units annually to<br />
Ferguson's production loading.<br />
TUrnover contribution<br />
to Group<br />
Proportion of total<br />
Group employees<br />
h.erguson bds tbe L'K's<br />
widest range of colour<br />
portable teleuision<br />
receiuers, o[Jering<br />
Standard, Remote<br />
Control and kletext<br />
models in a uariety of<br />
cctlour-finisbes.
One of Ferguson\<br />
Designer Range of<br />
telez)ision receiuers in<br />
roseuood cabinet<br />
finisbes, witb<br />
cont ras t in g s te e I - s i lu e r<br />
fascias, and utitb<br />
superior TX picture<br />
performance.<br />
Tbe Specialist<br />
Coftlponents Diuision,<br />
one of the uK\ largest<br />
rnanufacturers of<br />
quality finisbed Plastic<br />
injection mouldings,<br />
uses robots for multicolour<br />
s?rayinS.<br />
A bigh qualiry plasticmoulded<br />
teleuision<br />
receiuer cabinet<br />
produced by Ferguson\<br />
Specialist Conxponents<br />
Diuision.
Review of activities:<br />
RESEARCH AND <br />
Increased investment, company-wide in<br />
research, development and engineering<br />
recognises the crucial role of technological<br />
innovation in <strong>THORN</strong> <strong>EMI</strong>'s future<br />
progress, to assist optimum responsiveness<br />
to new market opportunities.<br />
Support to the Company's operations<br />
is given by research into key "enabling"<br />
technologies at the Central Research<br />
laboratories in Hayes, a purpose-designed<br />
SSm complex where the size and scope of<br />
the research activities are being expanded.<br />
A venture operation based on its work in<br />
sensors was formed during the year.<br />
The Laboratories work closely with<br />
specialist teams within the operating<br />
businesses concerned with product<br />
innovation. Advanced Product<br />
Development Centres, focusing on<br />
generating products with high added-value<br />
features for introduction two vears or so<br />
ahead, have been established;t Bristol,<br />
Bradford and Durham during the past year.<br />
Company-funded research<br />
expenditure at 560/m represented 3.5 per<br />
cent ofthe turnover ofour "technology<br />
using" business operations.<br />
Investment in high-technology<br />
products continued throughout the world,<br />
ranging from the Compact Discs in the UK<br />
and USA, advanced electric and microwave<br />
cookers in Spennymooq UK, video<br />
recorders in West Berlin and surface<br />
mounted circuits in Philadelphia, USA.<br />
Advanced manufacturing techniques<br />
to improve production economies,<br />
profitability and market share are being<br />
widely developed and applied, extending<br />
from plastics moulding and printed circuit<br />
board assembly, to complete production<br />
processes for television sets and domestic<br />
appliances.<br />
Collaborative research and<br />
development through UK and<br />
international schemes such as the<br />
European EUREKA and ESPRIT<br />
programmes is a growing trend. These<br />
allow participation in large-scale projects<br />
on a limited-risk basis, crucial where<br />
success in a major new area depends on<br />
market standardisation.<br />
Aduanced millimetre<br />
waue seekerfor<br />
terrninally guided submunition,<br />
by <strong>THORN</strong><br />
<strong>EMI</strong> Electronics.<br />
Deueloprnent work on<br />
aduanced<br />
manufacturing<br />
tecbniques.
MANAGING DIRECTOR'S REVIEW<br />
conclusion<br />
The Future<br />
'We are determined to exploit our<br />
innovative capabilities in new products<br />
and become an internationallv competitivc<br />
frrrce in carefull_v chosen markets,<br />
recognising that this requires setting<br />
standards in everv aspect of our activities<br />
at least equal to those of major<br />
international competitors. \We shall achievc<br />
value-added for our shareholders,<br />
customers and staff b,v concentrating<br />
resources on those selected core<br />
businesses that har.e a potential in size,<br />
technology, product marketing and growth<br />
that makcs them trulv competitive on a<br />
global or regional basis. Ultimatell' the kev<br />
to value-added is the qualitv of the people<br />
emplo.ved, the efficiency' of the internal<br />
information s).stems and competitive data<br />
supporting them. Much effort has been<br />
concentrated in these three areas.<br />
Despite facing certain short-term<br />
difficulties we are well on the road to<br />
influencing the climate of change for the<br />
future benefit of our businesses.<br />
G;f-,*<br />
Colin southgatc 0<br />
,\lanaging Director<br />
10 July 1986<br />
Silicon inl(graled<br />
circuilsfor larqe area<br />
d isplays.<br />
Design c4nd<br />
deL,elopment of<br />
magnetic recording<br />
heads.<br />
The digita I te let' ision<br />
receiuer is one of tbe<br />
projects at <strong>THORN</strong> E'\II<br />
]'brguson's recentlll<br />
eslablisbed Adt'anced<br />
I)roclucl DereloPment<br />
(:entre iil Rradforcl.<br />
THORI\ <strong>EMI</strong><br />
,l[icrosensor\<br />
deuelopment of blood<br />
analysis equiPment.
The directors submit for consideration at the<br />
Annual General Meeting on 11 September 1986<br />
their annual report and sratement of accounts.<br />
Accounts and Dividends<br />
Turnover for the year to 31 March 1986<br />
amounted to t3,316.5m compared with<br />
53,204Am for the previous year. Profit before<br />
finance charges and exceptional items<br />
amounted to S,154.0m (1985 Sl7l.7m). Finance<br />
charges amounted to S49.3m (1985 S,50.4m)<br />
and profit before taxation was Sl04.7m<br />
(1985 5108.3m after exceptional items of<br />
Sl3.0m). Earnings per share were 26.5p (1985<br />
29.9p)<br />
Ėxtraordinary items of 561.0m net ctf rax<br />
were charged (1985 5,27.4m): these included a<br />
net provision of 545.0m for the restructuring<br />
of INMOS.<br />
An interim dividend of 5.0p per share<br />
was paid in March 1986. The Board is<br />
recommending a final dividend of 12.5p per<br />
share, making a total of 175p (1985 17.5p) for<br />
the full year. The ordinar,v dividend for the<br />
vear is ct>vered 1.5 times.<br />
lnvestment in fixed assets during the<br />
)'ear amounted to S,314.1m (1985 5314.0m)<br />
comprising rental equipment 5191.4m<br />
(1985 5186.2m) and other fixed assers 5122.7m<br />
(1985 51278m).<br />
Net borrowings after deducting liquid<br />
funds at 31 March 1986 amounted to 533r.3m<br />
(1985 SJ56.6m). Had the balance of the<br />
<strong>THORN</strong> <strong>EMI</strong> Screen Entertainment (TESE)<br />
disposal proceeds been received prior t
connection s'ith any issue of further shares for<br />
cash where the shares cannot be offered<br />
proportionally to all shareholders because<br />
some of them live abroad and are not entitled<br />
to accept UK listed shares or where there are<br />
fractional entitlements.<br />
A Special Resolution is required to give<br />
the Board this limited freedom to issue further<br />
Ordinary Shares. The full text of the Resolution<br />
is set out in the Notice of Meeting on page 52 .<br />
Scrip Dividend Scheme<br />
It is proposed to introduce a scheme to enable<br />
those Ordinary Shareholders who wish to do<br />
so to elect to receive Ordinary Shares in lieu of<br />
a cash dividend.<br />
The introduction of such a scheme<br />
requires the prior approval of the holders of<br />
the 7 o/" Convertible Redeemable Second<br />
Cumulative Preference Shares 1992199 and of<br />
the Company in general meeting. Details of the<br />
scheme and the text of the necessary<br />
resolutions are set out in the enclosed letter to<br />
shareholders.<br />
Share Optlon Schemes<br />
During the year under review, the following<br />
options were granted under the terms of the<br />
Executive and Savings Related Share Option<br />
Schemes:<br />
Executive Share Option Scheme<br />
- in<br />
October 1985 66 Options were granted over<br />
1,091,500 Ordinary Shares at 355p per Share;<br />
and<br />
Savings Related Share Option Scheme<br />
-<br />
in November 1985 1,247 Options were granted<br />
over 592,809 Ordinary Shaies at 32lp pel Share.<br />
At the Extraordinary General Meering to<br />
be held immediately before the Annual<br />
General Meeting, shareholders will be asked to<br />
approve amendments ro the Savings Related<br />
and Executive Share Option Schemes.<br />
The main purpose of the amendmenrs is<br />
to bring the schemes into line with current<br />
practice and include the following:<br />
Savings Related Share Option Scheme<br />
To reduce or abolish the minimum eligibility<br />
period and widen the ability of former<br />
employees to exercise options on voluntary<br />
termination of employment or on disposal of a<br />
participating company.<br />
Executive Share Option Scheme<br />
To amend the periods during which options<br />
can be granted, to protect the rights of all<br />
participants on takeover or termination of<br />
service and to extend the grant of options to<br />
executives nearing retirement and to<br />
executives based outside the Unired Kingdom.<br />
Fuller details of the changes are set our<br />
in the letter to shareholders enclosed with this<br />
report.<br />
Articles of Assoclation<br />
The Articles of Association of the Company,<br />
although amended in certain respects over the<br />
years, were last up-dated in 1973.In view of<br />
the major changes in practice and company<br />
law since 1973 Special Resolutions proposing<br />
the adoption of revised Articles of Association<br />
are to be proposed for considerarion at the<br />
Extraordinary General Meeting on<br />
1l September 1986.<br />
Summaries of the proposed changes to<br />
the Articles of Association are set out in the letter<br />
to shareholders enclosed wirh this reporr.<br />
INMOS International plc<br />
In accordance with its undertaking, given on<br />
the purchase of the National Enterprise Board s<br />
approximate 76%" shareholding in INMOS<br />
International plc, the Company made Offers<br />
on I April 1985, to the minority shareholders<br />
of INMOS who, in the main, were employees<br />
or former employees of INMOS. As a result on<br />
1 July 1985 (being the last date for acceprance<br />
in respect of the 1985 Offers) the Company s<br />
holding represented 94.7%" of the issubd share<br />
capital of INMOS.<br />
The 1986 Offers to the minoritv shareholders<br />
of INMOS were made on 7 April 1986.<br />
On I July 1986, being the larest pracricable<br />
date prior to the prinring of this report,<br />
acceptances had been received in respect of a<br />
further 3,231,219 INMOS Ordinary Shares and<br />
the Company s holding at that date represented<br />
99.4%" of rhe issued share capital of INMOS.<br />
Substantial Interests<br />
At the date of this report the only substantial<br />
interest in the issued share capital of the<br />
Company which has been notified is a holding<br />
by the Prudential Group of Companies of<br />
ll.4 4 1,967 O rdi nary Shares repres enting 5 . 3<br />
yo<br />
of the Ordinary Shares in issue on l0 July 1986.<br />
Research and Development<br />
Each Product Sector is responsible for research<br />
and development in its particular are^ of<br />
activity. These activities are supported<br />
corporately by the Central Research<br />
Laboratories.<br />
The Group spent 560.4m on research<br />
and development during the year. an increase<br />
of S,l.4m over lasr year. In addition customers<br />
funded a further &72 .Om of research and<br />
development proiects, compared with 565.8m<br />
previously.<br />
During the past year, Advanced Product<br />
Development Centres have been established at<br />
Bristol, Bradford and Durham.<br />
Employee Involvement<br />
During the year the Company consolidated<br />
and, where practicable, extended its policy of<br />
employee involvement through consultati,on<br />
and communication on a wide variety of topics.<br />
The diverse nature of the Group meant<br />
that no single vehicle was suitable for all<br />
operations and management have devised and<br />
implemented sysrems appropriare to rheir<br />
business needs.<br />
Amongst these are information flows<br />
through the Company newspaper "Headline"<br />
with its special localised editions as well as<br />
employee reports covering the financial results<br />
of the Company and the annual report and<br />
accounts of the Pension Fund.<br />
Other communications media include<br />
operational newspapers afid m g^zines, telex,<br />
notice boards, briefing groups, video<br />
presentations and consultative and<br />
communication committees.
TheJoint Pension Fund Committee has<br />
extensive representation of employees and<br />
management. Regular reports were made on<br />
their deliberations. This body and the<br />
contribution by the employee trustees on the<br />
Trustee Board helped considerably during the<br />
year in general and in particular with<br />
suggestions for dealing with the actuarial<br />
surplus on the Fund.<br />
Vithin the operations there areJoint<br />
Committees on Health and Safety and other<br />
subjects pertinent to employees and their<br />
fepresentatives and the present and future<br />
prosperity of the Company.<br />
The operation of the Savings Related<br />
Share Option Scheme continued to promote<br />
considerable interest and a fourth tranche of<br />
options and savings accounts was allocated<br />
during the year, thus giving a still wider range<br />
of employees the opportunity to participate in<br />
the future of the Company.<br />
Employment of Disabled Persons<br />
Changes in the health of individual employees<br />
may raise questions about rehabilitation and<br />
resettlement, particularly following<br />
occupational disability. It is Company policy to<br />
encourage good employment practices with<br />
regard to the disabled in accordance with the<br />
Government recommended guidelines.<br />
Tfaining and Development<br />
<strong>THORN</strong> <strong>EMI</strong> as part of its business planning<br />
process continues to lay emphasis on the<br />
development and training of its people both<br />
now and for the future.<br />
Personnel and manpower resource<br />
management increased its emphasis on inhouse<br />
development and training programmes<br />
to ensure relevance and quality at all levels,<br />
In 1985 over 4,000 graduates applied to<br />
the Companv for employment and 220 were<br />
selected. The links with universities and<br />
schools were further extended to include<br />
investment in several neu'Advanced Product<br />
Development Centres, increased research<br />
funding and the establishment of a <strong>THORN</strong><br />
<strong>EMI</strong> Laboratory in Oxford Universit-t'.<br />
The number of undergra
Basis of consolidatlon The consolidated<br />
accounts comprise the accounts of the holding<br />
company, its subsidiaries and related companies,<br />
prepared under the historical cost convention.<br />
The results of subsidiaries and related companies<br />
sold or acquired during the year are included<br />
up to, or from, the respective dates of sale or<br />
acquisition.<br />
During the year, a separate financing<br />
subsidiary was formed. Its assets and liabilities<br />
are shown as a net investment in the Group<br />
balance sheet and are analysed separately in<br />
note 15 on page 40.<br />
Related companles The Group includes its<br />
share of profits and losses of all related<br />
companies. Related companies are those, other<br />
than subsidiaries, in which the Group has a<br />
beneficial interest of 20% or more in the<br />
equity share capital and is in a position to<br />
exercise significant infl uence.<br />
The investment in related companies is<br />
stated at the Group's share of the underlying<br />
net asset values; their accounts are made up to<br />
31March, based on unaudited statements<br />
where necessary.<br />
Goodwill, being the excess of the<br />
consideration paid over the values attributed<br />
to net tangible assets acquired, is charged<br />
against Group reserves in the year of<br />
acquisition.<br />
Foreign curencies All amounts<br />
denominated in foreign currencies have been<br />
translated into sterling at year-end rates.<br />
The adjustments to investments in<br />
overseas companies and related foreign<br />
currency borrowings arising from exchange<br />
movements during the year, in so far as they<br />
are matched, are dealt with through reserves.<br />
All other exchange adiustments are dealt<br />
with in determining the profit of the year.<br />
Depreciation of property, plant,<br />
equipment and vehlcles is calculated on<br />
cost at rates estimated to write off the relevant<br />
assets by equal annual amounts over their<br />
expected useful lives; effect is given, where<br />
necessary, to commercial and technical<br />
obsolescence.<br />
The annual rates used are:<br />
Freehold buildings and long<br />
leasehold property - 2Yo.<br />
Short leasehold property - over<br />
period of lease.<br />
Plant and equipment - at rates<br />
ranging from l0% to 33 Vt %.<br />
Motor vehicles - 25Y".<br />
Depreciation of rental equipment Rental<br />
equipment is depreciated to a nil residual<br />
value, by the application of basic depreciation<br />
rates, on a graduated basis, from the month of<br />
installation, so that a relatively high charge is<br />
borne in the early years. Depreciation periods<br />
used for the year ended 3l March 1986 are:<br />
colour sets - 6 years (overseas, other than<br />
Australia and New Zealand - 5 years), video<br />
equipment - 4years, monochromesets- I<br />
ye r.<br />
Governrnent grants in respect of capital<br />
expenditure are deducted from the cost of the<br />
assets to which they relate and depreciation is<br />
calculated by reference to net cost. Grants in<br />
respect of revenue expenditure are taken to<br />
profit when due.<br />
Leaslng<br />
Tangible fixed assets acquired under finance<br />
leases are not capitalised. Rentals payable<br />
under both finance and operating leases are<br />
written off as incurred.<br />
Stocks and work in progress are stated at the<br />
lower of cost and net realisable value, less<br />
progress payments on uncompleted contracts<br />
and provisions for expected losses. Cost<br />
includes manufacturing overheads where<br />
appropriate. A conservatively estimated profit<br />
element is taken during the course of long<br />
term contr2cts.<br />
Tbxation The Company has undertaken to<br />
discharge the liability to corporation tax of all<br />
wholly-owned UK subsidiaries. The total UK tax<br />
liability is, therefore, dealt with in the accounts<br />
of the Company as from I April 1985.<br />
Deferred taxation is calculated using the<br />
liability method in respect of timing differences<br />
arising primarily from the different accounting<br />
and tax treatment of depreciation. Provision is<br />
made, or recovery anticipated, where timing<br />
differences are expected to reverse in the<br />
foreseeable luture.<br />
Warranty provislons Many products carry<br />
formal guarante es of satisfactory performance<br />
for varying periods following purchase by<br />
customers. Provision is made at accounting<br />
dates for the estimated cost of honouring<br />
unexpired warranties.<br />
Thrnover represents the invoiced value of<br />
goods and services supplied, including rental<br />
income, but exclusive of value added tax and<br />
similar sales-related taxes.<br />
Patent lncome arises from licences granted to<br />
third parties. rVhere the licensee pays a lump<br />
sum, instead of a continuing royalty, for the<br />
use of a patent, that lump sum is apportioned<br />
on a straightJine basis over the estimated life<br />
of the patent.<br />
Research and developmerit €xpenditure,<br />
and the costs of establishing and protecting<br />
patent rights in respect ofinventions derived<br />
therefrom, are wholly written off as incurred.<br />
Recordlng and associated costs of adding<br />
to the permanent catalogue of recorded music,<br />
and administrative and technical expenses in<br />
maintaining and developing the copyright<br />
interests in music compositions, are written off<br />
as incurred.<br />
Reorganlsation costs The costs of business<br />
reorganisations are provided when a<br />
reorganisation decision has been made in<br />
principle. Costs relating to the reorganisation<br />
of continuing businesses are charged against<br />
profit before taxation and those relating to<br />
withdrawal from businesses, or their<br />
fundamental restructure, are charged as<br />
extraordinary items.
Tlrrnover<br />
<br />
Cost of sales<br />
<br />
Gross profit<br />
<br />
Distribution costs<br />
<br />
Administrative expenses<br />
<br />
Other operating income<br />
<br />
<br />
Share of profits less losses of related companies <br />
ProIIt before flnance charyes and exceptlonal items 1 <br />
<br />
Proflt before exceptlonal ltems<br />
<br />
<br />
Exceptional items<br />
Proflt on ordlnary activities before taxation<br />
<br />
<br />
<br />
Thxation on profit on ordinary activities 5<br />
Prollt on ordinary activities after taxation<br />
Minority interests<br />
Proflt before extraordinary items<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Ihansfer from feserves<br />
<br />
<br />
<br />
<br />
Earniqgs per Ordlnary Share<br />
<br />
<br />
In accordance with the exemption permitted by 5228(7)of the Companies Act 1985, the profit<br />
and loss account of the Company is not separately preiented. The piofit attributable to niembers<br />
of the holding company, dealt with in the accounts of the Company, is S20.2m (1985 S50.lm).
Notes<br />
Group<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Tangible assetsl<br />
<br />
<br />
Rental equipment<br />
<br />
<br />
<br />
<br />
Investments<br />
<br />
<br />
<br />
<br />
Stocks<br />
Debtors<br />
Investments<br />
Cash at bank and in hand<br />
<br />
<br />
CREDITORS: amounts falling due<br />
withln one year<br />
Borrowings<br />
Other creditors<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Borrowings<br />
<br />
Other creditors<br />
<br />
<br />
<br />
<br />
<br />
<br />
Deferred taxation<br />
Other provisions<br />
<br />
<br />
<br />
<br />
<br />
Called-up share capital 23 <br />
Share premium account<br />
<br />
Reserves
Funds generated from operatlons<br />
Profit before exceptional items<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Disposal of related companies and other investments<br />
<br />
Disposal of tangible fixed assets<br />
<br />
Proceeds of share issues<br />
<br />
<br />
<br />
<br />
<br />
Capital expenditure<br />
Property, plant, equipment and vehicles<br />
Rental equipment<br />
Related companies and other investments<br />
Minoritv interests<br />
Acquisition of subsidiaries<br />
Expenditure charged to provisions<br />
Increase/(decrease) in working capital:<br />
Debtors<br />
Creditors<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Taxation paid<br />
<br />
Sundrv items<br />
Total application of funds<br />
Movement in net borrowlngs:<br />
Borrowings<br />
<br />
Net decrease/(increase)<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Effect of acquisitions and disposals of businesses (note 7):<br />
Net assets at dates of acquisitions and disposals:<br />
Tangible fixed assets and investments<br />
Stocks<br />
Debtors<br />
Cash at bank<br />
Creditors and provisions<br />
Borrowings<br />
Consideration: cash<br />
: other<br />
Goodwill on acquisitions<br />
Profit on disposals
Turnover Profit Turnover Profit<br />
The contributions of the product<br />
sectors to Group turnover and profit<br />
before finance charges and<br />
exceptional items are summarised<br />
below:<br />
5m<br />
<br />
Rental and Retail<br />
Technology (including INMOS)<br />
<br />
<br />
<br />
<br />
<br />
Deduct: intra-group transactions<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Geoeraphical analysis of turnover:<br />
<br />
Rest of Europe<br />
The Americas<br />
Australasia<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Interest payable:<br />
on bank overdrafts<br />
on loans repayable within 5 Years<br />
on other loans<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Interest receivable
Thxation on profit on ordinary activities<br />
<br />
<br />
double taxation relief<br />
Overseas taxation<br />
Deferred tax:<br />
United Kingdom<br />
<br />
Prior year adiustments<br />
Thx on share of profits less losses of related companies<br />
53.7m(1985 &2.4m) of the charge for related companies arises overseas.<br />
6 EXTRAORDINARYITEMS<br />
INMOS restructuring<br />
Costs of withdrawal from certain business activities<br />
Profits less losses on disposals of businesses<br />
Surplus on public flotation af 25o/" of equity of Australian group<br />
and dilution of equity in Electronics subsidiary in rhat couhrry-<br />
Net extraordinary loss before taxation<br />
United Kingdom taxation:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
D..uring the year, the Group disposed of a number of businesses which, in the opinion of the<br />
directors, were not relevant to its core ope-rations. The principal disposals were <strong>THORN</strong> SMI<br />
Heating_Limited (completed in March 1986) and the various subsidiaiies comprising <strong>THORN</strong> <strong>EMI</strong><br />
Screen Entertainment division (conracted before the year-end and completed in A-pril 1986). In<br />
addition, minor-disposals resulted in the Group's exit irom cable TV programmes and<br />
operations and from certain engineering and other businesses.<br />
The sale of <strong>THORN</strong> <strong>EMI</strong> Heating.Limited realised cash of 527.5m and an equity holding of<br />
22%o of tlre p"r_chase r, Yyson Group_ plc. Pre-tax profits for the period up to the 'date of disp6sal<br />
amounted to s2.8m and are included in the consolidated profit ind loss account.<br />
The <strong>THORN</strong> <strong>EMI</strong> Screen Entertainment division was sold for5128.3m, of which SlOm was<br />
received in December 1985, the balance being due on completion in April 1985. In order to show<br />
the effects of the disposal more clearly, this lalter sum has 6een shown as a debtor at 31 March<br />
1986 in lieu of consolidating the individual assets and liabilities of the division which, at that<br />
date, amounted to 5141.6m. Pre-tax profits for the year amounted to $1.0m and are included in<br />
the consolidated profit and loss account.<br />
The profits less losses realised on the disposals of businesses amounted to S7.8m. The<br />
related combined net assets are included in the figures shown ar the foor of the statement of<br />
source and application of funds on page 32.
Ordinary dividends:<br />
interim<br />
proposed final<br />
Tictal for the year<br />
Preference dividends<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Basic earnings per share are calculated on profit attributable to Ordinary shareholders of 556.9m<br />
(1985 S6O.7m), being profit before extraordinary items, less preference dividends, and on<br />
214,502,160 (1985 2O2,751,101) Ordinary Shares, being the weighted<br />
^verage<br />
number in issue<br />
during the year. The fully diluted earnings per share are not materially different from the basic<br />
earnings per share.<br />
<br />
Average number of employees by product sector:<br />
Rental and Retail<br />
Technoloev<br />
Entertainment<br />
Consumer and Commercial<br />
Corporate<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Emolovee costs, including directors' emoluments:<br />
<br />
<br />
'Wages and salaries <br />
Social security costs<br />
<br />
Other pension costs (see note 27)<br />
<br />
<br />
The numbers of UK employees (other than directors of the<br />
Company) whose emoluments, excluding pension contributions,<br />
exceeded 530,000 were as follows:
Fees as directors<br />
<br />
Manaqement remuneration. includinq pension contributions<br />
<br />
<br />
Contract termination payment to former director<br />
<br />
The emoluments, excluding pension contributions, of the chairmen during the year were:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Group<br />
Plant,<br />
<br />
equipment<br />
<br />
and vehicles Total<br />
<br />
<br />
<br />
<br />
<br />
Currency retranslation<br />
<br />
Subsidiaries sold less acquired<br />
<br />
<br />
<br />
<br />
Disposals<br />
<br />
<br />
Depreciation at 3l March 1985<br />
Currency retranslation<br />
Charge for year<br />
Subsidiaries sold less acquired<br />
Disposals<br />
Depreciation at 3l March 1986<br />
Net book values: 31 March 1986<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
3l March 1985 173.t 36.0 235.7 444.8<br />
Payments on account and assets in course of construction included above at 3l March 1986<br />
amounted to.S8.9m.<br />
The net book values of leasehold properties comprised 56.4m (1985 515.3m) in respect of<br />
long-term leases and 516 .2m (1985 S2O.7m) in respecr of short-term leases.
Company<br />
planr,<br />
Freehold Leasehold equipment<br />
property property and vehicles<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Disposals<br />
Depreciation at 3l March 1986<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Net book values: 3l March 1986<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Currencv retranslation<br />
<br />
Disposals<br />
<br />
<br />
Depreciation at 3l March 1985<br />
Currency retranslation<br />
Charge for year<br />
Disposals<br />
Depreciation at 3l March 1986<br />
Net book values: 31 March 1986
Group<br />
Related<br />
companies<br />
Other<br />
investments<br />
Total<br />
T,M<br />
<br />
<br />
Cost ofshares:<br />
<br />
Currency retranslation<br />
Acquisitions<br />
<br />
Disposals<br />
<br />
<br />
Loans:<br />
<br />
Repayments and disposals during year<br />
<br />
Provisions:<br />
<br />
Provided<br />
Released<br />
<br />
Share of reserves:<br />
<br />
Cu rrency retranslation<br />
Increase in year<br />
Disposals<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
The net book value of investments in listed related companies is nil (1985 nil). The net book value<br />
of other investments includes 516.4m (1985 S0.3m) in respect of listed investments (market value<br />
516/m -<br />
1985 $0.3m). Dividends received and receivable from unlisted related companies<br />
amounted to 52.6m (1985 52.5m).<br />
<br />
<br />
<br />
<br />
<br />
<br />
Net book values: 31 March 1986 <br />
<br />
<br />
Comoanv<br />
Cost ofshares:<br />
<br />
Pre-acquisition dividends<br />
Acquisitions<br />
Disposals<br />
<br />
Loans<br />
<br />
Loans during year<br />
Repavments during year<br />
<br />
Provisions:<br />
<br />
Released<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Net book values: 31 March 1986<br />
<br />
<br />
Provisions against investments in subsidiaries includes 566.8m (1985 nil) to cover deficits in<br />
certain subsidiaries' reserves in excess of the Company's cost of investments in shares and loans.<br />
38
Princlpal subsidiaries<br />
The companies set out below are those which, in the opinion of the directors and in terms of<br />
assets and/or results, are the principal subsidiaries in each product sector. Except where<br />
otherwise indicated, the country of incorporation is England and operations aie within the<br />
United Kingdom, the shares are in equity capital and the companies are wholly-owned.<br />
n denotes that shares are held through a subsidiary.<br />
Rental and Retail<br />
<strong>THORN</strong> <strong>EMI</strong> Home Electronics Ltd (excluding Ferguson division)<br />
Technology<br />
U <strong>THORN</strong> <strong>EMI</strong> Electronics Ltd<br />
<strong>THORN</strong> <strong>EMI</strong> Information Technology Ltd<br />
Thorn Ericsson Telecommunications (Holdings) Ltd (51%)<br />
INMOS International plc (94.7o/")<br />
Entertainment<br />
n Capitol Industries-EMl Inc (USA)<br />
fl <strong>EMI</strong> Records Ltd<br />
<strong>THORN</strong> <strong>EMI</strong> Screen Enrertainment Ltd (sold 24 April 1986)<br />
Consumer and Commercial<br />
<strong>THORN</strong> <strong>EMI</strong> Appliances Ltd<br />
<strong>THORN</strong> <strong>EMI</strong> Lighting Ltd<br />
<strong>THORN</strong> <strong>EMI</strong> Home Electronics Ltd (Ferguson division)<br />
Internatlonal<br />
fl <strong>THORN</strong> <strong>EMI</strong> (Australia)Ltd(75%) and similar holding<br />
companies (mostly wholly owned) in other countries<br />
operate in most of the product secrors indicated above.<br />
Principal related companies<br />
The principal investments of the Group in the equity share capital of related companies are<br />
shown below:<br />
Entertalnment<br />
Thames Television PLC<br />
<br />
Consumer and Commercial<br />
J2T Holdings BV<br />
Principal country<br />
of incorporation<br />
and operation<br />
England<br />
Japan<br />
<br />
<br />
<br />
<br />
<br />
Netherlands<br />
*The percentage shareholdings in Thames Television PLC are A ordinary (voting) 50% and 'B'<br />
grdinaly (non-voting) 47"/". The shares are held by a subsidiary in which the Conipany owns<br />
4O%" of the issued voting shares and 95o/" of the total issued oidinary shares, maki?rg the effective<br />
holding 46%. Since the year-end, the Group holding in Thames Television PLC hasbeen reduced<br />
to 28.75Y".<br />
Other investments<br />
The Company-oq/ns 22%" of the ordinarv share capital of Myson Group plc, acquired in March<br />
1986 as part of the consideration for the sale of <strong>THORN</strong> EMi Heating fjmiteO. Myson Group plc is<br />
not classified as a related company because the Group s influence over the affairs of that company<br />
is restricted.
Trade debtors:<br />
Due within one year<br />
Due after more than one year<br />
Unsecured bank borrowing. repavable in one year or less<br />
<br />
36.O<br />
f 0.6<br />
46.6<br />
(4O.O)<br />
6.6<br />
In March 1985, the business of financing the hire purchase operations of a subsidiary.was<br />
transferred to a new subsidiary whose external net assets are shown above. Trade debtors<br />
comprise amounts receivable under hire-purchase contracts and these are financed by a specific<br />
revolving short-term borrowing facility, guaranteed by the Company.<br />
<br />
Raw materials and comPonents<br />
Vork in Drogress<br />
Finished soods<br />
Films, television and video productions<br />
Other<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
'Work in Droqress<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
SSAp9. This constitutes a depirture from ihe statutory valuation rules, but is required by 5228(2)<br />
of the Companies Act l9S5 to enable the accounts to give a true and fair.view. As orogress<br />
payments cinnot meaningfully be allocated between cost and profit, it is impracticable to .<br />
belermine the effect of rh6 departure on the value of long-term contract work in progress shown<br />
<br />
<br />
Group<br />
<br />
<br />
<br />
<br />
<br />
Trade debtors <br />
Royalty advances<br />
<br />
Amounts owed by subsidiarY<br />
companies<br />
Amounts owed by related<br />
companies <br />
Balance of amount due on sale ol<br />
Screen Entertainment division<br />
<br />
Other debtors<br />
<br />
<br />
Company<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Trade debtors<br />
<br />
Other debtors
Repayrnent<br />
dates<br />
<br />
<br />
<br />
Group<br />
<br />
Bank loans (at variable rates):<br />
<br />
<br />
Others<br />
<br />
Unsecured loan stocks:<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Variable rate<br />
<br />
Other loans<br />
Various <br />
<br />
Certain of the loan stocks can be<br />
redeemed at a premium before the<br />
final dates quoted.<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
9t/t%" notes <br />
Variable rate notes <br />
<br />
9"2 notes <br />
7%" convertible bonds <br />
<br />
Others<br />
Various <br />
<br />
<br />
<br />
<br />
Bank loans<br />
(at variable rates) Various 16.6 <br />
Others<br />
<br />
<br />
<br />
<br />
Total loans <br />
<br />
Bank overdrafts<br />
- sterling<br />
<br />
other currencies <br />
-<br />
Others <br />
- sterling<br />
- other currencies Total short term borrowings<br />
<br />
<br />
<br />
<br />
<br />
<br />
Total borrowings<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Net borrowings <br />
<br />
<br />
Bank loans and overdrafts totalling 51ll.3m (1985 593/m) and equivalent amounts of liquid<br />
funds are not reflected above, as the banks concerned have rights of set-off in respect of these<br />
balances. Of the total group borrowings, 51.8m (1985 52.4m) is secured.
Borrowings comprise:<br />
Amounts falling due within one year:<br />
Overdrafts and other short-term<br />
borrowings<br />
Group<br />
<br />
<br />
<br />
<br />
Company<br />
<br />
<br />
<br />
<br />
<br />
<br />
Loans<br />
<br />
<br />
Amounts falling due after more than<br />
one year, which are repayable as<br />
follows:<br />
Between one and two years<br />
<br />
Between two and five years<br />
<br />
<br />
<br />
After five years<br />
-<br />
by instalments<br />
<br />
<br />
- other <br />
<br />
<br />
19 OTHER CREDITORS: amounts fafHng due within one_Ilq4r<br />
Group<br />
Company<br />
<br />
<br />
<br />
<br />
Rentals in advance<br />
<br />
Customer deposits<br />
<br />
Trade creditors <br />
Royalties and fees payable<br />
<br />
Amounts owed to subsidiary<br />
companies<br />
<br />
Amounts owed to related<br />
companies<br />
<br />
Corporation tax United Kingdom <br />
-<br />
- overseas<br />
<br />
Other taxes including VAT and<br />
social security costs<br />
<br />
Other creditors<br />
Accruals and deferred income<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
2O OTHER CREDITORS: amounts falltng due after more then one year<br />
Group<br />
Companv<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Amounts owed to subsidiary<br />
comDanies<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Accruals and deferred income
Excess of accumulated taxation<br />
allowances over corresponding<br />
depreciation provided:<br />
Property, plant, equipment and<br />
vehicles<br />
Rental equipment<br />
Other timing differences<br />
Advance corporation tax<br />
Movements durine the vear:<br />
<br />
Currency retranslation<br />
Arisinq during the year<br />
Other movements<br />
<br />
Group<br />
<br />
<br />
<br />
<br />
<br />
ComDanv<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
(i) If certain properties, which were revalued prior to acquisition, were to be sold at the net book<br />
values included in the consolidated balance sheet, a taxation liability of approximately S6m, not<br />
reflected above, would arise.<br />
(ii) No provision has been made for any taxation liabilities which might arise in the event of the<br />
sale of related companies at the amounts at which they are stated in the consolidated balance<br />
sheet (see note 14).<br />
<br />
<br />
Group<br />
<br />
Currencv retranslation<br />
Pensions ation costs<br />
<br />
<br />
'Warranty<br />
and other<br />
<br />
Sm<br />
<br />
o':pqgL9!!Ers$e'<br />
Expenditure during the year<br />
Charged against:<br />
profit before taxation<br />
extraordinary items<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
(i) The pension provisions arise largely in overseas companies in respect of employees not<br />
covered by the Groups funded<br />
<br />
schemes.<br />
(ii) The warranty and other provisions include the estimated cosr<br />
service.<br />
of guaranteed after-sales<br />
<br />
<br />
Exoenditure during the year
Ordinary Shares of25p each<br />
77" Convertible Redeemable<br />
Second Cumulative Preference<br />
Shares 1992199 of Sl each<br />
3 .5 %" Cumulative Preference Shares<br />
of5l each<br />
Ordinary Shares in issue:<br />
<br />
On acquisition:<br />
of Shares in SMB Computers Ltd<br />
of Shares in INMOS International plc<br />
of Shares in Revolver Records Ltd<br />
of EPS Consultants<br />
On Conversionof 7%o Redeemable Preference<br />
Shares<br />
On exercise of Options:<br />
Executive Scheme<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Number<br />
<br />
<br />
Nominal<br />
value<br />
<br />
<br />
<br />
<br />
<br />
Premium<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Savinqs Related Scheme <br />
<br />
7o/o Convettible Redeemable Second Cumulatlve Preference Shares 1992199<br />
In October of each of the years 1986 to 1992 inclusive, holders of theT%" Convertible Preference<br />
Shares have the right to convert all or any of such Shares into fully paid Ordinary Shares of 25p<br />
each at the rate of 1 Ordinary Share for every four 7% Convertible Preference Shares. The<br />
Company is entitled to redeem rheTYo Convertible Preference Shares at par after 1992 and must<br />
so redeem on 31 December 1999 any such shares remaining in issue. On redemption, theTo/o<br />
Convertible Preference Shares are converted and reclassified and form part of the authorised<br />
Ordinary Share Capital .57,124 7% Convertible Preference Shares were converted on application<br />
of holders with effect from 3l October 1985. The conversion was dealt with by means of<br />
redemptionoutof theproceedsof anissueforcash at4OOp perShare of 16,781 OrdinaryShares.<br />
7o/o Coo,vettlble Guaranteed Bonds 1988<br />
US$205,000 nominal of Bonds, convertible into Ordinary Shares at a price (after adjusting for<br />
rights issue) of 348p per share and a fixed exchange rate of US$1.88525, werc outstanding at<br />
3l March 1986. The Bonds are convertible at any time up to 1988.
Share Options<br />
At 3l March 1986, the following options were outsranding:<br />
Executive Scheme<br />
(a)f Options granted in October 1982 at a price of 378p* per share, normally exercisable<br />
between October 1985 and October 1992, remzined capable of being exercised in respect of<br />
885,000 Ordinary Shares.<br />
(b)f Options granted in September 1983 ar a price of 577p* per share, normally exercisable<br />
lgqween September- 1986 and September 1993 remained capable of being exercised in respect of<br />
662,ooo Ordinary Shares.<br />
(c) Options granted in October 1984 at a price of 418p per share, normally exercisable berween<br />
October 1987 and October 1994, rcmalned capable of being exercised in iespect of 947,250<br />
Ordinary Shares.<br />
(d) Options granted in February 1985 at a price of 45Op per share, normally exercisable berween<br />
February 1988 and February 1995, rcmained capable of being exercised in respecr of 31,000<br />
Ordinary Shares.<br />
(e) Options granted in October 1985 at a price of 355p per share, normally exercisable berween<br />
October 1988 and October 1995, remained capable of being exercised in respect of l,O9l,5OO<br />
Ordinary Shares.<br />
Savlngs Related Scheme<br />
(a) Options granted in October 1982 at a price of 325.97p* per share, normally exercisable<br />
between February andJuly 1988, remained capable of being exercised in resp-ct of 3,448,926<br />
Ordinary Shares.<br />
(b) Options granted in October 1983 at a price of 509.54p. per share, normally exercisable<br />
betweenJanuary andJuly 1989, remained capable of being exercised in respecr of 529,3O3<br />
Ordinary Shares.<br />
(c) Options granted in November 1984 at a price of 375.00p per share, normally exercisable<br />
between February andJuly 1990, remained capable of being exercised in respect of 1,447,484<br />
Ordinary Shares.<br />
(d) Options granted in November 1985 at a price of 321,OOp per share, normally exercisable<br />
between February andJuly 1991, remained capable of being exercised in respect of 692,8o9<br />
Ordinary Shares.<br />
f.Parallel Options granted in Octobe r 1984 under the terms of the 1984 Executive Option Scheme at 4t8p per<br />
share; such options can only be exercised as an alternative to oprions previously granted.<br />
.Adiusted for rights issue.<br />
<br />
Group Company<br />
<br />
<br />
Currency retranslation<br />
Gains on foreign currency borrowings<br />
Goodwill on acquisitions in the year<br />
(18.9)<br />
25.8<br />
(14.0)<br />
Deficit for the vear (41.9) (22.1)<br />
<br />
(i) Groupreservesat3t<br />
tuodl-.r-1us5s86)i"--<br />
respect of related companies.<br />
(ii) Provision continues to be made within deferred taxation for the additional liability which<br />
would arise on the foreseeable distribution of overseas companies' retained profits.<br />
24.2
NOTES TO THE ACCOUNTS<br />
continued<br />
<br />
<br />
Group<br />
Company<br />
<br />
Capltal exDenditure <br />
<br />
Contracted for, but not provided for<br />
in the accounts <br />
<br />
<br />
Authorised by the directors, but not<br />
yet contracted fof<br />
<br />
<br />
<br />
<br />
<br />
Lease commltments<br />
There were net obligations under<br />
finance leases at 31 March 1986 as<br />
follows:<br />
Payable in the first year<br />
Payable in the second to fifth<br />
years inclusive<br />
Payable after the fifth year<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
There were the following contingent liabilities at 3l March 1986:<br />
(i) Claims arising from litigation whlch are being contested and, based on consultation with legal<br />
counsel, are not considered likely to result in any liability significantly in excess of provisions in<br />
the accounts.<br />
(ii) Guarantees, bills discounted and other contingent liabilities totalling 55 5.2m for the Group.<br />
(iii) Guarantees and commitments by the Company for film finance totalling 53 5 .5m, which<br />
reduced by $8.5m on completion of the sale of the Screen Entertainment division. The<br />
remaining S270m was the subiect of counter-indemnities from the purchaser.<br />
(iv) Guarlntees by the Company totallingSlT2.5m in respect of subsidiaries' liabilities included<br />
in the Group accounts.
A significant number of employees in the UK belong to the recently merged <strong>THORN</strong> <strong>EMI</strong> Pension<br />
Fund which is self-administered and externally funded. Employees overseas belong to pension<br />
schemes administered and financed in accordance with local practice and legislation: some of<br />
these are internally funded and the amounts set aside are shown as provisions (note 22).<br />
Contributions in all cases are made in accordance with actuarial recommendations in order that<br />
benefits can be met as and when they fall due.<br />
Following the merger of the <strong>THORN</strong> <strong>EMI</strong> fund and the <strong>EMI</strong> scheme an actuarial valuation<br />
was made of the new fund at 5 April 1985. This disclosed a surplus which has been appropriated<br />
in part by an improvement in benefits and in part by a reduction in the funding rates. Ordinary<br />
contributions to the fund by members have been permanently reduced from 6"/" of contributory<br />
pay ro 5%" with effect from 1 April 1986. In the year to 31 March 1986 the contribution to the<br />
fundby<strong>THORN</strong><strong>EMI</strong>was setztT.zyo of contributorypayandfortheperiod l April 1986to<br />
3l March 1989ithasbeenset at2.5%o perannum. Asaresultof thesechangestheanticipated<br />
reduction in company contributions in the 1986/87 financial year compared with 1985/86 will be<br />
in the order of $9ml$lOm.<br />
After the foregoing appropriations a residual surplus of S25m was left which is being<br />
carried forward in the fund as a contingency reserve.<br />
28 DIRECTORS' INTERESTS<br />
The beneficial interests of the directors in the share capital of the Company were as follows:<br />
<br />
<br />
Options<br />
Options<br />
ovef<br />
over<br />
Ordinary Ordlnary Ordinary Ordinary<br />
Shares Shares Shares Shares<br />
<br />
<br />
H G Mourgue<br />
C G Southgate<br />
<br />
<br />
<br />
<br />
<br />
The Lord Brabourne<br />
Sir Trevor Holdsworth<br />
<br />
<br />
<br />
<br />
H I Maxmin<br />
<br />
<br />
<br />
<br />
I H Owen<br />
<br />
<br />
f includes Ordinary Shares under the Savings Related Share Option Scheme.<br />
In addition to the holdings shown above, at the beginning and at the end of the year under review<br />
SirGrahamlW.ilkins,DrHJMaxminandSirJohnReadwereinterestedin4O6, l00and3,O94 7%<br />
Convertible Redeemable Second Cumulative Preference Shares 1992199 respectively. Mr R H H<br />
Nellist acquired on 13 May 1985, and retained for the rest of the year, 100 7% Convertible<br />
Redeemable Second Cumulative Preference Sharcs 7992199.<br />
No transactions subsequent to 31 March 1986 have been notified.<br />
Except as stated above, or in respect of a contract of service, neither the directors nor any<br />
members of their families have, during the year ended 31 March 1986 or in the period since that<br />
date, had any material interest in any contract with the Company or a subsidiary.
Ve have examined the accounts of <strong>THORN</strong><br />
<strong>EMI</strong> plc set out on pages 29 to 47. These have<br />
been prepared under the historical cost<br />
convention. Our audit has been carried out in<br />
accordance with approved auditing standards.<br />
In our opinion the accounts give a true and<br />
fair view of the state of affairs of the Company<br />
and of the Group, so far as concerns Members<br />
of the Company, at 31 March 1986 and of the<br />
profit, changes in reserves and source and<br />
application of funds of the Grqpp for the year<br />
then ended and comply with the Companies<br />
Act 1985.<br />
Ernst & Vhinney<br />
Chartered Accountants<br />
London l0July 1986
Results<br />
Tirrnover<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Profit before taxation<br />
?xation<br />
<br />
<br />
<br />
Profit before extraordinary items <br />
<br />
Earnings per Ordinary Share<br />
Dividends per Ordinary Share<br />
'After adjustment for the bonus element of the 1984 rights issue<br />
<br />
<br />
<br />
<br />
<br />
Employment of capltal<br />
Property, plant, equipment and<br />
vehicles<br />
Rental equiDment<br />
Fixed asset investments<br />
Net assets of financing subsidiary<br />
Stocks and debtors<br />
Creditors and provisions, excluding<br />
deferred tax and borrowings<br />
Capital employed<br />
Share capital<br />
Share premium<br />
Reserves<br />
Minority interests<br />
Net borrowings<br />
Deferred taxation<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
236.6
BOARD OF DIRECTORS<br />
Sir Graham rVilkins Cbairman and<br />
Cbief Executiue<br />
H G Mourgue Vice Cbairman<br />
C G Southgate Managing Director<br />
HJ Maxmin<br />
R H H Nellist<br />
I H Owen<br />
Non-executive<br />
Sir Villiam Barlow<br />
Sir Trevor Holdsworth<br />
SirJohn Read<br />
Sir Ian Tlethowan<br />
Associate Dlrectors<br />
T Mayer cnr<br />
V B Menon<br />
RENTAL AND RETAIL<br />
<strong>THORN</strong> <strong>EMI</strong> Home Electronlcs<br />
(UK)Limtted<br />
HJ Maxmin Chairman & Cbief Executiue<br />
S McAllister Personnel<br />
MEMetcalf Finance<br />
M D Young Eusiness Deuelopment<br />
Rental and Retail -<br />
UK<br />
MJ Barnes Higb Street Electronics<br />
J A Geers Higb Street Operations<br />
L E Govier TV & Video Centres<br />
I Gray Rumbelous<br />
R B Robertson Radio Rentals<br />
R F Spragge DER<br />
Internatlonal<br />
HBiarnt Fona<br />
R A L Campbell International Rentals<br />
lDuffell HMV Sbops<br />
Ferguson<br />
D P McNaughton<br />
CORPORATE<br />
R Charlton Company Secretary<br />
R F Eade International<br />
K Gray Researcb<br />
R P Hayes Corporate Communications<br />
R H H Nellist Finance Director<br />
J B Richards Personnel<br />
D Young M ana gem ent D eue I op m ent<br />
Financlal<br />
JJ S Brown Financial Analysis<br />
D A MacKechnie Control and Auclit<br />
D T Smith Tieasury and Thx<br />
T S Taylor Group Accounting<br />
Administration<br />
t] T Burford Purchasing<br />
G J Cant Estates<br />
K W Flack Insurance<br />
R A Hurst Patents<br />
P P Richbell Zegal<br />
DJ Webb Assistant Secretary<br />
J \(zinters Emplctyee Commun icLtt iotts<br />
C N E Voodley Public Affairs<br />
TECHNOLOGY<br />
T Mayer Cbief Executiue<br />
JASBright Engineering<br />
J Hughes Personnel and Organisation<br />
S A Pandit Finance and Planning<br />
Electronics<br />
T Mayer<br />
Sensors and Securlty Systems<br />
C M Power<br />
Informatlon Systems<br />
M L Shone<br />
Informatlon Services<br />
C J \food<br />
Telecommunications<br />
D MacDougall<br />
Semiconductors<br />
D Stevenson<br />
Measurement<br />
WJ Goldfinch
MUSIC<br />
<strong>EMI</strong> Music<br />
V B Menon Cbairman 6 Cbief Executiue<br />
P E Andry International Classical Diuision<br />
D Lawhon Tbcbnical Resources<br />
G Manufacturing<br />
B Southall Public Relations<br />
<strong>EMI</strong> Muslc North Amerlca &Japan<br />
V B Menon President<br />
E Cbief Operating Officer<br />
G CollinsJapan<br />
R E Cousino Tbcbnologlt Deuelopment<br />
J D Evans Capitol Canada<br />
C P Fitzgerald Finance<br />
A F M Harford Human Resources<br />
E CKhoury Magnetic Products & Retail<br />
B Lundvall Manbattan/Blue Note Records<br />
J Mazza <strong>EMI</strong> America Records<br />
R B O'Neill Zegal<br />
H Posnerlssistant to tbe President<br />
D R tVhite Records Group Seruices<br />
FJ \Willms Music Publisbing<br />
D E ZimmermAnn Capitol Records<br />
<strong>EMI</strong> Music Europe & International<br />
KA C East President<br />
& Cbief Operating Officer<br />
CJHodgson Finance<br />
R Kruize,46R and Marketing<br />
RJ Legg Human Resources<br />
G Marriott Business Affairs and Copyrigbt<br />
R Perry UK 6 Ireland<br />
A Rotelli Continental Europe<br />
D Stockley International<br />
H L Simpson,4.lanufacturing & Distribution<br />
R N \trhire Music Publisbing<br />
INTERNATIONAL<br />
<strong>THORN</strong> <strong>EMI</strong> Australia<br />
Sir John Mason Non- exec u t i t' e C b airman<br />
J P Slater Managinp4 Director<br />
D Snell Music<br />
BJeanes TbchnoloSSt<br />
DJordon Canberra TV Sert,ices<br />
L Palmer Radio Rentals<br />
J H Parker Finance 6 Admirxistration<br />
G H Raymond Electronics<br />
<strong>THORN</strong> <strong>EMI</strong>Japan<br />
$7 A Cripps<br />
<strong>THORN</strong> <strong>EMI</strong> Hong Kong<br />
KJ \ilard<br />
<strong>THORN</strong> <strong>EMI</strong> New Zealand<br />
Sir Laurence Stevens Non -executiue Cbairman<br />
C G Martin Managing Director<br />
<strong>THORN</strong> <strong>EMI</strong> South Africa<br />
Dr T F Muller Non-executiue Cbairman<br />
RLeComber Music<br />
G B Beadle Kenuood<br />
K S Schrader Zigbting<br />
CONSUMER AND COMMERCIAL<br />
Appllances and Lighting Group<br />
I H Owen Cbairman<br />
W B Heslop Planning<br />
M H Levett Personnel<br />
D E Midgley Financial<br />
AJ A Sutherland Engineering<br />
<strong>THORN</strong> <strong>EMI</strong> Maior Domestic Appliances<br />
J R Crathorne Chief Executiue<br />
P Buckle Managing Director Electrical Appliances<br />
D Cropper Managing Director -<br />
Gas Appliatzces<br />
-<br />
<strong>THORN</strong> <strong>EMI</strong> Kenwood Small Appliances<br />
T C Parker Managing Director<br />
<strong>THORN</strong> <strong>EMI</strong> Lighting<br />
I H Owen Cbairman<br />
R M Everett Vice Cbairman<br />
R D H Bryce trIanagingi Director<br />
Foodservice Equipment<br />
P Bos Dito Sama<br />
D Covenev Stott Benbam<br />
E Stevens Cr-ypto Peerless<br />
Flow Measufement<br />
R Hanson Cbief Executiue<br />
E T Vidler Pol.ymer Components
Notice is herebv given that the Annual General Mceting of <strong>THORN</strong> <strong>EMI</strong> plc u'ill be held in the<br />
Methven Room, Centre Point, 103 New Oxford Street, London \wClA 1DU on Thursdar',<br />
11 September 1986 at 11.45 am (or as soon thereafter as the Extraordinarv General Meeting of the<br />
Company convened for that day shall have been concluded or adiourned) for the following<br />
purposes:<br />
1. To receive and consider the Report of the Directors and Statement of Accounts for the vear<br />
ended 3l March 198(-r<br />
2. To declare a final dividend on the Orclinarv Shares<br />
3. To re-elect Directors<br />
4. To appoint auditors and to authorise the Directors to fix their remuneration<br />
5. To consider and, if thought fit, to pass the following Resolution which will be proposed as an<br />
Ordinarv Resolution:<br />
That:<br />
i) the Directors be and they are herebv generalll'and unconditionallv authorised for the<br />
purpose of Section 80 of the Companies Act 1985 to allot relevant securities (as definecl in<br />
that Act) up to a maximum nominal amount equal to the authorise d share capital of the<br />
Company remaining unissued at the date of this resolution to such persons at such times<br />
and upon such terms and conditions as the,v may determine (subject to the Articles of<br />
Association of the Company) during the period expiring at the end of fifteen months from<br />
the date of the passing of this resolution, and<br />
ii) the Company may at any time prior to the expiration of such authorit]' make an offer or<br />
agreement which would or might recluire relevant securities to be allotted pursuant thereto<br />
after expiration of such authority.<br />
6. To consider and, if thought fit, to pass the following Resolution u,'hich u'ill be propose d as a<br />
Special Resolution:<br />
That:<br />
i) Subject to the passing of Ordinary Resolution No. 5 above the Directors be empowered<br />
pursuant to Section 95 of the Companies Act 1985 to allot equit,v securities (as defined in<br />
Section 94(2) of the Companies Act 1985) as if Section 89(1) of that Act did not apply to the<br />
allotment; and references in this Resolution to the allotment of equity securities include<br />
references to the grant of a right to subscribe for or to convert an1' securities into relevant<br />
shares (as delined by the Section 94(5) of that Act) in the Company; provided that the<br />
power conferred by this Resolution shall be limited to the allotment of equity securities up<br />
roan^ggreg te nominal value of 53,560,478.00 (being 5% of the aggregate nominal value<br />
at the date of the passing of this Resolution of the issued and unissued equity share capital<br />
of the Company) or in connection with a rights issue in favour of holders of Ordinary<br />
Shares where rhe equiry securities attributable to each holder are proportionate (as nearly<br />
as may be practical) to the number of Ordinary Shares held by such holder but subject t
Shareholders <br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
10,001 and above <br />
<br />
<br />
<br />
Banks and nominees<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
Pension funds <br />
Other corporate bodies<br />
<br />
<br />
<br />
<br />
Interim results announced December<br />
Final results announced July<br />
Dividend Payments<br />
On Ordinary Shares:<br />
tnterim paid 7 March 1986<br />
Final to be paid J October 1986<br />
An 35% Preference Sharesr<br />
3l March and 30 SePtember<br />
On 7 Y. Convertible Preference Shares:<br />
J0June and 31 December
Shareholders <br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
10,001 and above <br />
<br />
<br />
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Banks and nominees<br />
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Pension funds <br />
Other corporate bodies<br />
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Interim results announced December<br />
Final results announced July<br />
Dividend Payments<br />
On Ordinary Shares:<br />
tnterim paid 7 March 1986<br />
Final to be paid J October 1986<br />
An 35% Preference Sharesr<br />
3l March and 30 SePtember<br />
On 7 Y. Convertible Preference Shares:<br />
J0June and 31 December