M&C SAATCHI PLC
INTERIM RESULTS
SIX MONTHS ENDED
30 JUNE 2013
18 September 2013
M&C Saatchi PLC
Interim Results for the six months ended 30 June 2013
18 September 2013
Strong results, with good revenue momentum and earnings growth
|
|
|||
Financial Highlights 2013 |
Growth versus 2012 |
|||
Revenue |
£87.1m |
+ 5% (2012: £82.8m) |
|
|
Underlying Operating Profit Operating Profit |
£10.6m £9.2m |
+ 13% (2012: £9.4m) + 6% (2012: £8.7m) |
|
|
Profit Before Tax |
£9.3m |
+ 6% (2012: £8.7m) |
|
|
Earnings EPS |
£5.5m 8.58p |
+ 11% (2012: £5.0m) + 8% (2012: 7.95p) |
|
|
Dividend |
1.21p |
+10% (2012: 1.10p) |
|
|
The highlights are headline results, see note on next page for definition.
Operational Highlights
· Successful first half with good revenue momentum and earnings growth
· Global Network performed well:
° UK: revenues up 8%, with CRM and mobile doing well
° Europe: like-for-like revenues up 21%
° Asia and Australasia: like-for-like revenues down 3%, largely as a result of Chinese revenues now going through new associate aeiou
° Middle East and Africa: like-for-like revenues up 54%
° Americas: like-for-like revenues up 24%
o Continued investment in new offices - Abu Dhabi, New York and Stockholm
o Clear: profitability restored following restructuring of cost base. Strong new business pipeline in place and good momentum in the business
o Strong balance sheet maintained with net cash of £20m
o Interim dividend increased 10% to 1.21p
Commenting on the results, David Kershaw, Chief Executive, said:
"M&C Saatchi has continued to make good headway over the first six months of 2013. This stems from new business wins and flourishing new businesses.
"We delivered good earnings growth, whilst maintaining investment across our new offices.
"Looking ahead, we are confident that we will continue to make progress in 2013 and beyond. The strategy continues to deliver. "
For further information please call:
M&C Saatchi +44 (0)20-7543-4500
David Kershaw
Tulchan Communications +44 (0)20-7353-4200
Lucy Legh
Numis Securities +44 (0)20-7260-1000
Nick Westlake, NOMAD
Charles Farquhar, Corporate Broking
Notes to Editors
Headline results
The term headline is not a defined term in IFRS. The items that are excluded from headline results are the amortisation or impairment of intangible assets (including goodwill, but excluding software) acquired in business combinations, changes to contingent and deferred consideration taken to the income statement; impairment of investment in associate; and fair value gains and losses on liabilities caused by our put and call option agreements. See note 4 for a reconciliation of non-headline to headline results.
Like-for-like
The like-for-like revenue comparisons referred to in this report are stated after excluding the impact of foreign currency movements.
Underlying Operating Profit
This is headline operating profit excluding the new office investment in Abu Dhabi, New York and Stockholm during the period.
Periods compared
This report comments on the unaudited consolidated income statement of M&C Saatchi plc (the "Group") for the six months to 30 June 2013 compared with unaudited consolidated income statement for the same period in 2012.
SUMMARY OF RESULTS
The first six months of 2013 saw a good performance with revenue momentum and earnings growth. Like-for-like revenues increased 5% and we returned a double digit headline operating margin of 10.6%, whilst continuing to invest in three new offices (Abu Dhabi, New York and Stockholm). The headline profit before tax advanced 6% to £9.3m and headline net earnings rose an impressive 11%.
UK
We experienced a positive revenue increase in the UK of 8%, with our CRM and mobile businesses doing well. We also had a favourable run of account wins across our group of businesses, including Adidas, Club Med, HMG Cyber Security, Land Rover and Unipart, as well as winning the RBS and Boots digital businesses. In July, M&C Saatchi won the chemical company BASF's international corporate advertising account. This was led by the UK and Germany, who will co-ordinate a fully integrated corporate campaign across key markets including North America, Brazil, Asia Pacific and Europe. As ever, we maintain a close watch on costs as well as margins. This resulted in the headline operating margin holding at 20.6% (2012: 20.7%, both margins exclude the impact of Group recharges). The UK headline operating profit improved 7% on 2012.
Europe
Despite the economic backdrop, we made considerable progress in Europe with like-for-like revenues up 21%. Headline operating profit was down 5%, with some investment drag from Stockholm. Stockholm has started exceptionally well, winning their first six pitches and developing an impressive client list that includes Carlsberg, Google, H&M, LG and Oxfam. Germany and Italy both excelled in the six months. The French economy was fragile, with little new business on the advertising front but our agency continued to benefit from digital and PR contributions. Spain struggled in a very challenging market but, as an associate, our investment there is just 25%.
Middle East and Africa
We made excellent progress in both Cape Town and Johannesburg. Revenues were up 54% from £2.8m to £4.3m and key wins in the period were Heineken and the City of Cape Town. The region's operating profit was down 17%, as a result of further investment in Abu Dhabi. We have added new management in Abu Dhabi, who we are confident will add revenues beyond our founding client Etihad.
Asia and Australasia
In Asia and Australasia, like-for-like revenue decreased 3% in the six months with our Chinese revenues now going through our new Shanghai associate aeiou. More importantly, the losses from China and New Zealand have been arrested, which meant the region's operating profit was up 38% and the operating margin rose to just under 10%. The aeiou merger has been very positive in upgrading our Chinese presence and reputation. New Zealand won the Ministry of Justice, which combined with a reduced cost base, means they too are no longer losing money. Australia had a steady first half in an increasingly challenging market. Following the loss of David Jones at the end of July, significant savings to their cost base have been made. Malaysia put in another excellent performance, which included winning 1Malaysia. Japan and India were both profitable, albeit on a relatively small-scale. Our Singapore office, which opened in February 2012, is already profitable after a year which is a great achievement. Their wins have included Government work, in particular the Ministry of Health.
Americas
In the Americas our revenues were up 24%. We continue to invest in New York, which is already proving a valuable office for the network's global pitches. The New York team have been establishing key relationships and are already working with General Electric, Pernod Ricard and Reckitt Benckiser. They continue to build their reputation, which is resulting in a growing new business pipeline. Further good progress was made in Los Angeles and Sao Paulo, which both continued to win new business.
Clear
After a difficult 2012, a rejuvenated and restructured Clear is back on track with a leaner cost base and a strong united management team. Operating profits increased 8% and margins were up nearly 5% to 13%. A clarified offer is being well received and has led to new business wins including Mitchells & Butlers, Dr Oetker, AMP and WWF as well as pharmaceutical projects from Reckitt Benckiser and Bristol-Myers Squibb. Clear's new business pipeline is also much healthier, aided by their Brand Desire research and a newly-formed Advisory Board.
Outlook
M&C Saatchi has continued to make good headway over the first six months of 2013. This stems from new business wins and flourishing new businesses.
We delivered good earnings growth, whilst maintaining investment across our new offices.
Looking ahead, we are confident that we will continue to make progress in 2013 and beyond. The strategy continues to deliver.
.
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED INCOME STATEMENT
ENDED 30 JUNE 2013
|
|
|
Six months
|
|
|
|
Six months
|
|
Year
|
|
Note |
|
£000 |
|
|
|
£000 |
|
£000 |
|
|
|
|
|
|
|
|
|
|
Billings |
|
|
255,039 |
|
|
|
240,330 |
|
502,738 |
|
|
|
|
|
|
|
|
|
|
Revenue |
4 |
|
87,138 |
|
|
|
82,846 |
|
169,486 |
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
(78,288) |
|
|
|
(74,494) |
|
(153,731) |
|
|
|
|
|
|
|
|
|
|
Operating profit |
4 |
|
8,850 |
|
|
|
8,352 |
|
15,755 |
|
|
|
|
|
|
|
|
|
|
Share of results of associates |
|
|
7 |
|
|
|
13 |
|
91 |
Impairment of associate |
|
|
- |
|
|
|
- |
|
(1,552) |
Finance income |
6 |
|
216 |
|
|
|
196 |
|
422 |
Finance costs |
7 |
|
(4,873) |
|
|
|
(2,593) |
|
(4,835) |
|
|
|
|
|
|
|
|
|
|
Profit before taxation |
4 |
|
4,200 |
|
|
|
5,968 |
|
9,881 |
|
|
|
|
|
|
|
|
|
|
Taxation on profits |
8 |
|
(2,902) |
|
|
|
(2,542) |
|
(5,357) |
|
|
|
|
|
|
|
|
|
|
Profit for the financial period |
|
|
1,298 |
|
|
|
3,426 |
|
4,524 |
|
|
|
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
|
|
|
|
Equity shareholders of the Group |
4 |
|
589 |
|
|
|
2,345 |
|
2,463 |
Non controlling interest |
|
|
709 |
|
|
|
1,081 |
|
2,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,298 |
|
|
|
3,426 |
|
4,524 |
|
|
|
|
|
|
|
|
|
|
Earnings per share |
4 |
|
|
|
|
|
|
|
|
Basic |
|
|
0.91p |
|
|
|
3.73p |
|
3.89p |
Diluted |
|
|
0.85p |
|
|
|
3.63p |
|
3.59p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
ENDED 30 JUNE 2013
|
|
|
Six months
|
|
|
|
Six months
|
|
Year
|
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
Profit for the period |
|
|
1,298 |
|
|
|
3,426 |
|
4,524 |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations before tax |
|
|
(155) |
|
|
|
(384) |
|
(518) |
Tax expense |
|
|
- |
|
|
|
(40) |
|
56 |
Other comprehensive income for the period net of tax |
|
|
(155) |
|
|
|
(424) |
|
(462) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
1,143
|
|
|
|
3,002
|
|
4,062 |
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
|
Equity shareholders of the Group |
|
|
434 |
|
|
|
1,921 |
|
2,001 |
Non controlling interests |
|
|
709 |
|
|
|
1,081 |
|
2,061 |
|
|
|
1,143 |
|
|
|
3,002 |
|
4,062 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2013
|
|
|
30 June 2013 |
|
|
|
30 June 2012 |
|
31 December 2012 |
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
NON CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
61,295 |
|
|
|
61,414 |
|
60,540 |
Investments in associates |
|
|
759 |
|
|
|
2,226 |
|
756 |
Plant and equipment |
|
|
8,116 |
|
|
|
7,033 |
|
7,237 |
Deferred tax assets |
|
|
1,711 |
|
|
|
1,419 |
|
1,612 |
Other non current assets |
|
|
4,656 |
|
|
|
5,562 |
|
5,041 |
|
|
|
76,537 |
|
|
|
77,654 |
|
75,186 |
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
82,224 |
|
|
|
73,027 |
|
95,248 |
Current tax assets |
|
|
821 |
|
|
|
539 |
|
881 |
Cash and cash equivalents |
|
|
23,927 |
|
|
|
18,066 |
|
22,332 |
|
|
|
106,972 |
|
|
|
91,632 |
|
118,461 |
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Bank overdraft |
|
|
(113) |
|
|
|
- |
|
(84) |
Trade and other payables |
|
|
(93,621) |
|
|
|
(84,175) |
|
(106,872) |
Current tax liabilities |
|
|
(2,888) |
|
|
|
(2,138) |
|
(3,809) |
Other financial liabilities |
|
|
(75) |
|
|
|
(108) |
|
(131) |
Minority shareholder put options liabilities |
|
|
(11,328) |
|
|
|
(1,936) |
|
(2,549) |
|
|
|
(108,025) |
|
|
|
(88,357) |
|
(113,445) |
|
|
|
|
|
|
|
|
|
|
Net current (liabilities) / Assets |
|
|
(1,053) |
|
|
|
3,275 |
|
5,016 |
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
75,484 |
|
|
|
80,929 |
|
80,202 |
|
|
|
|
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
(642) |
|
|
|
(918) |
|
(669) |
Other financial liabilities |
|
|
(3,849) |
|
|
|
(3,712) |
|
(4,322) |
Minority shareholder put options liabilities |
|
|
(15,227) |
|
|
|
(17,595) |
|
(17,933) |
Other non current liabilities |
|
|
(509) |
|
|
|
(411) |
|
(1,092) |
|
|
|
(20,227) |
|
|
|
(22,636) |
|
(24,016) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
55,257 |
|
|
|
58,293 |
|
56,186 |
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED BALANCE SHEET (CONTINUED)
AT 30 JUNE 2013
|
|
|
30 June 2013 |
|
|
|
30 June 2012 |
|
31 December |
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
681 |
|
|
|
637 |
|
641 |
Share premium |
|
|
16,037 |
|
|
|
14,126 |
|
14,625 |
Merger reserve |
|
|
20,669 |
|
|
|
21,194 |
|
20,669 |
Treasury reserve |
|
|
(792) |
|
|
|
(792) |
|
(792) |
Minority interest put option reserve |
|
|
(15,904) |
|
|
|
(14,305) |
|
(13,675) |
Non controlling interest acquired |
|
|
(1,532) |
|
|
|
(359) |
|
(1,085) |
Foreign exchange reserve |
|
|
1,691 |
|
|
|
1,884 |
|
1,846 |
Retained earnings |
|
|
31,906 |
|
|
|
33,243 |
|
31,373 |
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE GROUP |
|
|
52,756 |
|
|
|
55,628 |
|
53,602 |
|
|
|
|
|
|
|
|
|
|
Non Controlling interestS |
|
|
2,501 |
|
|
|
2,665 |
|
2,584 |
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
55,257 |
|
|
|
58,293 |
|
56,186 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
SIX MONTHS ENDED 30 JUNE 2013
|
Share Capital £000 |
Share premium £000 |
Merger reserve £000 |
Treasury reserve £000 |
MI put option reserve £000 |
Non controlling interest acquired |
Foreign exchange £000 |
Retained earnings £000 |
Subtotal £000 |
Non controlling interest in equity £000 |
Total £000 |
At 1 January 2012 |
635 |
13,832 |
21,194 |
(792) |
(14,305) |
(297) |
2,308 |
30,808 |
53,383 |
2,663 |
56,046 |
Reserve movement for year ending 31 December 2012 |
|
|
|
|
|
|
|
||||
Acquisition |
- |
- |
- |
- |
- |
- |
- |
- |
- |
71 |
71 |
Acquired non controlling interest |
1 |
115 |
- |
- |
73 |
(120) |
- |
- |
69 |
(18) |
51 |
Issues of shares to minorities |
- |
- |
- |
- |
- |
- |
- |
(11) |
(11) |
26 |
15 |
Impairment of New Zealand |
- |
- |
(525) |
- |
- |
- |
- |
525 |
- |
- |
- |
Subsidiary share buyback of own equity from a non controlling interest |
- |
- |
- |
- |
- |
(668) |
- |
- |
(668) |
(632) |
(1,300) |
Exchange rate movements |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(61) |
(61) |
Issue of minority put options |
- |
- |
- |
- |
(480) |
- |
- |
- |
(480) |
- |
(480) |
Cancellation of minority put options |
- |
- |
- |
- |
1,037 |
- |
- |
329 |
1,366 |
- |
1,366 |
Option exercise |
5 |
678 |
- |
- |
- |
- |
- |
(686) |
(3) |
- |
(3) |
Share option charge |
- |
- |
- |
- |
- |
- |
- |
855 |
855 |
- |
855 |
Dividends |
- |
- |
- |
- |
- |
- |
- |
(2,910) |
(2,910) |
(1,526) |
(4,436) |
Total transactions with owners |
6 |
793 |
(525) |
- |
630 |
(788) |
- |
(1,898) |
(1,782) |
(2,140) |
(3,922) |
Total comprehensive income for the year |
- |
- |
- |
- |
- |
- |
(462) |
2,463 |
2,001 |
2,061 |
4,062 |
At 1 December 2012 |
641 |
14,625 |
20,669 |
(792) |
(13,675) |
(1,085) |
1,846 |
31,373 |
53,602 |
2,584 |
56,186 |
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2013 |
641 |
14,625 |
20,669 |
(792) |
(13,675) |
(1,085) |
1,846 |
31,373 |
53,602 |
2,584 |
56,186 |
Reserve movement for six months ending 30 June 2013 |
|
|
|
|
|
|
|
|
|||
Acquisitions |
- |
- |
- |
- |
(986) |
- |
- |
- |
(986) |
208 |
(778) |
Issue of shares to minorities |
- |
- |
- |
- |
(367) |
- |
- |
- |
(367) |
101 |
(266) |
Acquired non controlling interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(108) |
(108) |
Sale shares to minorities |
- |
- |
- |
- |
(1,323) |
- |
- |
(203) |
(1,526) |
607 |
(919) |
Exchange rate movements |
- |
- |
- |
- |
- |
- |
- |
- |
- |
25 |
25 |
Options exercise |
35 |
131 |
- |
- |
- |
- |
- |
(10) |
156 |
(156) |
- |
Non Controlling interest acquired |
5 |
1,281 |
- |
- |
447 |
(447) |
- |
- |
1,286 |
- |
1,286 |
Share option charge |
- |
- |
- |
- |
- |
- |
- |
157 |
157 |
- |
157 |
Total transactions with owners |
40 |
1,412 |
- |
- |
(2,229) |
(447) |
- |
(56) |
(1,280) |
677 |
(603) |
Dividends |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(1,469) |
(1,469) |
Total comprehensive income for year |
- |
- |
- |
- |
- |
- |
(155) |
589 |
434 |
709 |
1,143 |
At 30 June 2013 |
681 |
16,037 |
20,669 |
(792) |
(15,904) |
(1,532) |
1,691 |
31,906 |
52,756 |
2,501 |
55,257 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
SIX MONTHS ENDED 30 JUNE 2013
|
Share Capital £000 |
Share premium £000 |
Merger reserve £000 |
Treasury reserve £000 |
MI put option reserve £000 |
Non controlling interest acquired |
Foreign exchange £000 |
Retained earnings £000 |
Subtotal £000 |
Non controlling interest in equity £000 |
Total £000 |
At 1 January 2012 |
635 |
13,832 |
21,194 |
(792) |
(14,305) |
(297) |
2,308 |
30,808 |
53,383 |
2,663 |
56,046 |
Reserve movement for six months ending 30 June 2013 |
|
|
|
|
|
|
|
|
|||
Issue of shares to minorities |
- |
- |
- |
- |
- |
- |
- |
- |
- |
11 |
11 |
Exchange rate movements |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(2) |
(2) |
Options exercise |
2 |
294 |
- |
- |
- |
- |
- |
(296) |
- |
- |
- |
Non Controlling interest acquired |
- |
- |
- |
- |
- |
(62) |
- |
- |
(62) |
- |
(62) |
Share option charge |
- |
- |
- |
- |
- |
- |
- |
386 |
386 |
- |
386 |
Total transactions with owners |
2 |
294 |
- |
- |
- |
(62) |
- |
90 |
324 |
9 |
333 |
Dividends |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(1,088) |
(1,088) |
Total comprehensive income for year |
- |
- |
- |
- |
- |
- |
(424) |
2,345 |
1,921 |
1,081 |
3,002 |
At 30 June 2012 |
637 |
14,126 |
21,194 |
(792) |
(14,305) |
(359) |
1,884 |
33,243 |
55,628 |
2,665 |
58,293 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
SIX MONTHS ENDED 30 JUNE 2013
|
|
Six months ended |
|
|
|
Six months ended |
|
Year Ended |
|
Notes |
£000 |
|
|
|
£000 |
|
£000 |
|
|
|
|
|
|
|
|
|
Revenue |
|
87,138 |
|
|
|
82,846 |
|
169,486 |
Operating cost |
|
(78,288) |
|
|
|
(74,494) |
|
(153,731) |
|
|
|
|
|
|
|
|
|
Operating Profit |
|
8,850 |
|
|
|
8,352 |
|
15,755 |
Adjustments for: |
|
|
|
|
|
|
|
|
Depreciation of plant and equipment |
|
1,240 |
|
|
|
1,114 |
|
2,289 |
Losses on sale of plant and equipment |
|
38 |
|
|
|
- |
|
99 |
Losses on sale of software intangibles |
|
- |
|
|
|
|
|
35 |
Amortisation on acquired intangible assets |
|
352 |
|
|
|
303 |
|
705 |
Impairment of Goodwill |
|
- |
|
|
|
- |
|
608 |
Amortisation of capitalised software intangible assets |
|
76 |
|
|
|
69 |
|
141 |
Non-cash share based incentive plans |
|
157 |
|
|
|
378 |
|
855 |
Operating cash flow before movements in working capital and provisions |
|
10,713 |
|
|
|
10,216
|
|
20,487 |
Decrease / (increase) in trade and other receivables |
|
15,449 |
|
|
|
15,212 |
|
(5,717) |
Decrease in trade and other payables |
|
(16,138) |
|
|
|
(19,671) |
|
4,194 |
Cash generated / (consumed) from operations |
|
10,024 |
|
|
|
5,757 |
|
18,964 |
Tax paid |
|
(3,333) |
|
|
|
(2,247) |
|
(5,178) |
Net cash (out) / in flow from operating activities |
|
6,691 |
|
|
|
3,510 |
|
13,786 |
Investing activities |
|
|
|
|
|
|
|
|
Acquisitions net of cash acquired |
10 |
(1,106) |
|
|
|
(1,720) |
|
(3,199) |
Proceeds from sale of plant and equipment |
|
33 |
|
|
|
- |
|
28 |
Purchase of plant and equipment |
|
(1,893) |
|
|
|
(1,142) |
|
(2,652) |
Purchase of capitalised software |
|
(28) |
|
|
|
(95) |
|
(163) |
Dividend from associates |
|
39 |
|
|
|
- |
|
- |
Interest earned |
|
204 |
|
|
|
196 |
|
422 |
Net cash consumed by investing activities |
|
(2,751) |
|
|
|
(2,761) |
|
(5,564) |
Net cash generated / (consumed) by operating and investing activities |
|
3,940 |
|
|
|
749 |
|
8,222 |
|
|
Six months ended |
|
|
|
Six months ended |
|
Year Ended |
|
Notes |
£000 |
|
|
|
£000 |
|
£000 |
Net cash generated / (consumed by operating and investing activities |
|
3,940 |
|
|
|
749 |
|
8,222 |
|
|
|
|
|
|
|
|
|
Dividends paid to equity holders of the Company |
|
- |
|
|
|
- |
|
(2,910) |
Dividends paid to non controlling interest |
|
(1,469) |
|
|
|
(1,088) |
|
(1,526) |
Subsidiaries' sale of own shares to minorities |
|
- |
|
|
|
11 |
|
30 |
Repayment of finance leases |
|
(28) |
|
|
|
(41) |
|
(214) |
Inception of bank loans |
|
1,530 |
|
|
|
1,186 |
|
5,416 |
Repayment of bank loans |
|
(2,130) |
|
|
|
(1,272) |
|
(4,755) |
Interest paid |
|
(158) |
|
|
|
(154) |
|
(390) |
Net cash consumed from financing activities |
|
(2,255)
|
|
|
|
(1,358)
|
|
(4,349) |
|
|
|
|
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
|
1,685
|
|
|
|
(609)
|
|
3,873 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
22,248 |
|
|
|
18,779 |
|
18,779 |
Effect of exchange rate changes |
|
(119) |
|
|
|
(104) |
|
(404) |
Cash and cash equivalents at the end of the period |
|
23,814
|
|
|
|
18,066
|
|
22,248 |
|
|
|
|
|
|
|
|
|
1. GENERAL INFORMATION
The Company is a public limited company incorporated and domiciled in the UK. The address of its registered office is 36 Golden Square, London W1F 9EE.
The Company has its primary listing on the AIM market of the London Stock Exchange.
This consolidated half-yearly financial information was approved for issue on
17 September 2013.
These results do not constitute the Group's statutory accounts. The information presented in relation to 31 December 2012 is extracted from the statutory financial statements for the year then ended and which have been delivered to the Registrar of Companies. The auditor's report on the statutory financial statements for the year ended 31 December 2012 was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report(s) and did not contain statements under Section 498 (2) or (3) of the Companies Act 2006.
2. Basis of preparation
This consolidated half-yearly financial information for the half-year ended 30 June 2013 has been prepared in accordance with the AIM Rules for companies. The half-yearly consolidated financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2012.
3. Accounting policies
The financial information in these interim results is that of the holding company and all of its subsidiaries (the Group). It has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2012 and which will form the basis of the 2013 financial statements
4. Earnings per share and reconciliation between headline and statutory results
Six months ended |
|
Reported results |
Amortisation |
Fair value adjustments to minority put option liabilities |
|
Headline & Segmental results |
|
|
|
|
£000 |
£000 |
£000 |
|
£000 |
|
|
Revenue |
|
87,138 |
- |
- |
|
87,138 |
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
8,850 |
352 |
- |
|
9,202 |
|
|
Share of results of associates |
|
7 |
- |
- |
|
7 |
|
|
Finance income |
|
216 |
- |
- |
|
216 |
|
|
Finance expense |
|
(4,873) |
- |
4,698 |
|
(175) |
|
|
Profit before taxation |
|
4,200 |
352 |
4,698 |
|
9,250 |
|
|
Taxation |
|
(2,902) |
(84) |
- |
|
(2,986) |
|
|
Profit after taxation |
|
1,298 |
268 |
4,698 |
|
6,264 |
|
|
Non controlling interest |
|
(709) |
(16) |
- |
|
(725) |
|
|
Profit attributable to equity holders of the Group |
|
|
||||||
|
|
589 |
252 |
4,698 |
|
5,539 |
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE |
|
|
||||||
|
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) |
|
64,581 |
|
|
|
64,581 |
|
|
BASIC EPS |
|
0.91p |
|
|
|
8.58p |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
||||||
|
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) as above |
|
64,581 |
|
|
|
64,581 |
|
|
Add |
|
|
|
|
|
|
|
|
- UK growth shares |
|
1,411 |
|
|
|
1,411 |
|
|
- Float options |
|
128 |
|
|
|
128 |
|
|
- Options |
|
96 |
|
|
|
96 |
|
|
- New Options |
|
2,521 |
|
|
|
2,521 |
|
|
- 2012 options LTIP |
|
246 |
|
|
|
246 |
|
|
Total |
|
68,983 |
|
|
|
68,983 |
|
|
DILUTED EARNINGS PER SHARE |
|
0.85p |
|
|
|
8.03p |
|
|
Six months ended |
|
Reported results |
Amortisation |
Fair value adjustments to minority put option liabilities |
|
Headline & Segmental results |
|
|
|
|
£000 |
£000 |
£000 |
|
£000 |
|
|
Revenue |
|
82,846 |
- |
- |
|
82,846 |
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
8,352 |
303 |
- |
|
8,655 |
|
|
Share of results of associates |
|
13 |
- |
- |
|
13 |
|
|
Finance income |
|
196 |
- |
- |
|
196 |
|
|
Finance expense |
|
(2,593) |
- |
2,438 |
|
(155) |
|
|
Profit before taxation |
|
5,968 |
303 |
2,438 |
|
8,709 |
|
|
Taxation |
|
(2,542) |
(81) |
- |
|
(2,623) |
|
|
Profit after taxation |
|
3,426 |
222 |
2,438 |
|
6,086 |
|
|
Non controlling interest |
|
(1,081) |
- |
- |
|
(1,081) |
|
|
Profit attributable to equity holders of the Group |
|
|
||||||
|
|
2,345 |
222 |
2,438 |
|
5,005 |
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE |
|
|
||||||
|
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) |
|
62,930 |
|
|
|
62,930 |
|
|
BASIC EPS |
|
3.73p |
|
|
|
7.95p |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
||||||
|
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) as above |
|
62,930 |
|
|
|
62,930 |
|
|
Add |
|
|
|
|
|
|
|
|
- UK growth shares |
|
1,620 |
|
|
|
1,620 |
|
|
- Float options |
|
128 |
|
|
|
128 |
|
|
Total |
|
64,678 |
|
|
|
64,678 |
|
|
DILUTED EARNINGS PER SHARE |
|
3.63p |
|
|
|
7.74p |
|
|
Year ended 31 December 2012 |
|
Reported results |
Amortisation of acquired |
Impairment |
Impairment |
Fair value adjustments to minority |
Headline & segmental results |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Revenue |
|
169,486 |
- |
- |
- |
- |
169,486 |
|
|
|
|
|
|
|
|
Operating profit |
|
15,755 |
705 |
608 |
- |
- |
17,068 |
Share of results of associates |
|
91 |
- |
- |
- |
- |
91 |
Impairment of associate |
|
(1,552) |
- |
- |
1,552 |
- |
- |
Finance income |
|
422 |
- |
- |
- |
- |
422 |
Finance cost |
|
(4,835) |
- |
- |
- |
4,436 |
(399) |
Profit before taxation
|
9,881 |
705 |
608 |
1,552 |
4,436 |
17,182 |
|
Taxation |
|
(5,357) |
(185) |
- |
- |
- |
(5,542) |
Profit for the year |
|
4,524 |
520 |
608 |
1,552 |
4,436 |
11,640 |
Non controlling interests |
|
(2,061) |
(19) |
- |
- |
- |
(2,080) |
Profit attributable to equity holders of the Group |
|
||||||
|
|
2,463 |
501 |
608 |
1,552 |
4,436 |
9,560 |
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE |
|
||||||
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) |
|
63,317 |
- |
- |
- |
- |
63,317 |
BASIC EPS |
|
3.89p |
- |
- |
- |
- |
15.10p |
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
||||||
Weighted average number of shares (thousands) as above |
|
|
|
|
|
|
|
63,317 |
- |
- |
- |
- |
63,317 |
||
Add |
|
|
|
|
|
|
|
- UK growth shares |
|
1,581 |
- |
- |
- |
- |
1,581 |
- Options |
|
128 |
- |
- |
- |
- |
128 |
- LTIP options 2012 |
|
111 |
- |
- |
- |
- |
111 |
- New LTIP |
|
3,547 |
|
|
|
|
3,547 |
Total |
|
68,684 |
|
|
|
|
68,684 |
DILUTED EARNINGS PER SHARE |
3.59p |
|
|
|
|
13.92p |
5. SEGMENTAL INFORMATION
This segmental information is reconciled to the statutory results in Note 4.
Six months to 30 June 2013 |
|
UK |
Europe |
Middle East & Africa |
Asia & Australasia |
Americas |
Clear |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Revenue |
|
39,142 |
9,471 |
4,305 |
26,257 |
3,961 |
4,002 |
87,138 |
|
|
|
|
|
|
|
|
|
Operating profit excluding group costs |
8,051 |
1,059 |
275 |
2,592 |
(580) |
528 |
11,925 |
|
Group costs |
|
(2,565) |
(36) |
- |
(83) |
(39) |
- |
(2,723) |
Operating profit |
|
5,486 |
1,023 |
275 |
2,509 |
(619) |
528 |
9,202 |
Share of result of associate |
1 |
6 |
- |
- |
- |
- |
7 |
|
Finance income and costs |
|
38 |
(35) |
12 |
37 |
(12) |
1 |
41 |
Profit before taxation |
|
5,525 |
994 |
287 |
2,546 |
(631) |
529 |
9,250 |
Taxation |
|
(1,346) |
(384) |
(192) |
(894) |
(31) |
(139) |
(2,986) |
Profit for the period |
|
4,179 |
610 |
95 |
1,652 |
(662) |
390 |
6,264 |
Non controlling interest |
|
(533) |
(28) |
(108) |
(352) |
306 |
(10) |
(725) |
Profit attributable to equity holders of the group |
3,646 |
582 |
(13) |
1,300 |
(356) |
380 |
5,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Headline BASIC EPS |
|
|
|
|
8.58p |
|||
|
|
|
|
|
|
|
|
|
COSTS INCLUDED IN OPERATING Profit
PROFIT |
|
|
|
|||||
Depreciation and amortisation of software |
644 |
136 |
119 |
270 |
65 |
82 |
1,316 |
|
Share option charges |
|
157 |
- |
- |
- |
- |
- |
157 |
Office location |
London |
Paris
|
Beirut
|
Sydney Melbourne Auckland Wellington |
Los Angeles |
London New York |
|
Six months to 30 June 2012 |
|
UK |
Europe |
Middle East & Africa |
Asia & Australasia |
Americas |
Clear |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Revenue |
|
36,315 |
7,825 |
2,800 |
26,999 |
3,193 |
5,714 |
82,846 |
|
|
|
|
|
|
|
|
|
Operating profit excluding group costs |
7,512 |
1,115 |
330 |
1,880 |
(445) |
489 |
10,881 |
|
Group costs |
|
(2,039) |
(36) |
- |
(112) |
(39) |
- |
(2,226) |
Operating profit |
|
5,473 |
1,079 |
330 |
1,768 |
(484) |
489 |
8,655 |
Share of result of associate |
75 |
(93) |
31 |
- |
- |
- |
13 |
|
Finance income and costs |
|
46 |
(20) |
3 |
34 |
(24) |
2 |
41 |
Profit before taxation |
|
5,594 |
966 |
364 |
1,802 |
(508) |
491 |
8,709 |
Taxation |
|
(1,315) |
(386) |
(108) |
(768) |
82 |
(128) |
(2,623) |
Profit for the period |
|
4,279 |
580 |
256 |
1,034 |
(426) |
363 |
6,086 |
Non controlling interest |
|
(518) |
(178) |
(121) |
(381) |
116 |
1 |
(1,081) |
Profit attributable to equity holders of the group |
3,761 |
402 |
135 |
653 |
(310) |
364 |
5,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Headline BASIC EPS |
|
|
|
|
7.95p |
|||
|
|
|
|
|
|
|
|
|
COSTS INCLUDED IN OPERATING Profit
PROFIT |
|
|
|
|||||
Depreciation and amortisation of software |
536 |
137 |
71 |
299 |
53 |
87 |
1,183 |
|
Share option charges |
|
378 |
- |
- |
- |
- |
- |
378 |
Office location |
London |
Paris
|
Beirut
|
Sydney Melbourne Auckland Wellington |
Los Angeles |
London Amsterdam New York |
|
Year ended
31 December 2012 |
UK
|
Europe
|
Middle East & Africa
|
Asia and Australasia
|
Americas
|
Clear
|
Total
|
|||||||||
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
||||||||
Revenue
|
|
75,401
|
16,164
|
6,604
|
53,798
|
8,031
|
9,488
|
169,486
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Operating profit excluding group costs
|
15,252
|
2,331
|
237
|
3,443
|
66
|
276
|
21,605
|
|||||||||
Group costs
|
|
(4,269)
|
(71)
|
-
|
(110)
|
(87)
|
-
|
(4,537)
|
||||||||
Operating profit
|
10,983
|
2,260
|
237
|
3,333
|
(21)
|
276
|
17,068
|
|||||||||
Share of results of associates
|
77
|
(88)
|
102
|
-
|
-
|
-
|
91
|
|||||||||
Finance income and cost
|
|
75
|
(45)
|
15
|
14
|
(38)
|
2
|
23
|
||||||||
Profit before taxation
|
|
11,135
|
2,127
|
354
|
3,347
|
(59)
|
278
|
17,182
|
||||||||
Taxation
|
|
(2,956)
|
(743)
|
(167)
|
(1,566)
|
(52)
|
(58)
|
(5,542)
|
||||||||
Profit for the year
|
|
8,179
|
1,384
|
187
|
1,781
|
(111)
|
220
|
11,640
|
||||||||
Non controlling interests
|
|
(1,231)
|
(435)
|
(98)
|
(565)
|
255
|
(6)
|
(2,080)
|
||||||||
Profit attributable to equity holders of the group
|
6,948
|
949
|
89
|
1,216
|
144
|
214
|
9,560
|
|||||||||
HEADLINE BASIC EPS
|
|
|
|
|
|
15.10p
|
||||||||||
COSTS INCLUDED IN OPERATING Profit
|
||||||||||||||||
Depreciation
|
(1,118)
|
(250)
|
(144)
|
(527)
|
(79)
|
(171)
|
(2,289)
|
|||||||||
Amortisation of software
|
(1)
|
(30)
|
(25)
|
(61)
|
(24)
|
-
|
(141)
|
|||||||||
Share option charges
|
|
(855)
|
-
|
-
|
-
|
-
|
-
|
(855)
|
||||||||
Office location
|
London
|
Paris
Berlin
Madrid
Geneva
Milan
Moscow Stockholm |
Beirut
Cape Town
Jo'burg
Abu Dhabi |
Sydney
Melbourne
Auckland
Wellington
New Delhi
Mumbai
Kuala Lumpur
Hong Kong
Beijing
Shanghai
Tokyo
Singapore |
Los
Angeles São Paulo
New York
|
London
Hong Kong
New York
Sydney
Singapore |
|
6. Finance Income
|
|
Six months |
|
|
|
Six months |
|
Year |
|
|
£000 |
|
|
|
£000 |
|
£000 |
|
||||||||
|
|
|
|
|
|
|
|
|
Bank interest receivable |
|
134 |
|
|
|
174 |
|
398 |
Other interest receivable |
|
82 |
|
|
|
22 |
|
24 |
Total finance income |
|
216 |
|
|
|
196 |
|
422 |
7. Finance COsts
|
|
Six months |
|
|
|
Six months |
|
Year |
|
|
£000 |
|
|
|
£000 |
|
£000 |
Finance costs |
||||||||
|
|
|
|
|
|
|
|
|
Bank interest payable |
|
(153) |
|
|
|
(134) |
|
(390) |
Other interest payable |
|
(22) |
|
|
|
(21) |
|
(9) |
Total interest payable |
|
(175) |
|
|
|
(155) |
|
(399) |
|
|
|
|
|
|
|
|
|
Fair value adjustments to minority shareholder put option liabilities |
|
(4,698) |
|
|
|
(2,438) |
|
(4,436) |
Total |
|
(4,873) |
|
|
|
(2,593) |
|
(4,835) |
8. Taxation
Income tax expenses are recognised based on management's estimate of the average annual headline income tax expected for the full financial year.
The estimated headline effective annual tax rate (excluding associates) used for the period to 30 June 2013 is 32.5% (30 June 2012: 30.2%).
The increase in the headline tax rate is due to losses in subsidiaries that we are investing in.
The estimated effective annual tax rate for the period to 30 June 2013 is 69.1% (30 June 2012: 42.6%).
The difference between the headline and statutory tax rates is caused by a difference in the profit before tax due to the impact of fair value adjustments to minority shareholder put option liabilities that have no effect on the tax charge.
9. Dividends
|
|
Six months |
|
|
|
Six months |
|
Year |
|
|
£000 |
|
|
|
£000 |
|
£000 |
|
||||||||
|
|
|
|
|
|
|
|
|
2011 final dividend 3.50p (2010: 3.03p) |
|
- |
|
|
|
- |
|
2,213 |
2012 interim dividend 1.10p (2011: 1.00p) |
|
- |
|
|
|
- |
|
697 |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
2,910 |
The directors propose an interim dividend of 1.21p per share (2012: 1.10p per share) payable on 15 November 2013 to shareholders who are on the register at 1 November 2013. This interim dividend, amounting to £824k (2012: £697k) has not been recognised as a liability in this half-yearly financial report.
10. Cash consumed by acquisitions
|
|
|
Six months |
|
|
|
Six months |
|
Year |
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
Acquisitions |
|
|
|
|
|
|
|
|
|
Initial cash consideration paid |
|
|
(1,580) |
|
|
|
(1,743) |
|
(3,206) |
Cash and cash equivalents acquired |
|
|
474 |
|
|
|
23 |
|
7 |
Total payments made in the period relating to acquisitions |
|
|
(1,106) |
|
|
|
(1,720) |
|
(3,199) |
|
|
|
|
|
|
|
|
|
|