24 March 2010
Adventis Group Plc ("Adventis", the "Company" or the "Group")
Preliminary results for the year ended 31 December 2009
Adventis Group Plc ("ATG"), the AIM quoted marketing services, media buyer and advertising agency, is pleased to announce its preliminary results for the year ended 31 December 2009.
· Gross profit £10.8m (2008: £12.3m)
· Pre-tax profit: £1.3m (2008: £1.8m)
· Pre-tax profit margin of 12% (2008: 15%)
· Earnings per share: 1.97p (2008: 2.78p)
· Recommended final dividend: 0.484p (2008: 0.484p); 2009 total 0.714p (2008: 0.714p)
· Company raised equity of £0.8m
· The Group continued to trade profitably in 2009 and the Board continued to take further measures to combat the recession.
· All five of our sectors reported a trading profit: Health generated 38% of gross profit, Media 25%, Technology and Telecoms 23%, Property 10% and Financial 4%.
· The use of accountable marketing programmes and more relationship building has been a stronger theme, playing to our strengths in channel marketing.
· The recession resistant nature of the pharmaceutical, technology and media sectors is demonstrated by strong results in each of these divisions
· Within pharmaceuticals, Medical Education was 'cross sold' to many other pharmaceutical clients.
· Client wins included: Psion Teklogix, Brocade, Hitachi Global Storage Technologies, Vanguard Investments, Ballymore Property Group, Marriott Vacation Club, the Swiss Tourist Board, Grainger Trust, Gilliat Financial Solutions, Genesis Homes, Family Mosaic, SEGRO, PRUPIM and Targetfollow.
· Post-year end, announced acquisition of bChannels Limited, a technology & telecoms channel sales and marketing consultancy based in Oxfordshire, for up to £4.5 million. Its clients include Xerox, Symantec and Samsung
Charles Phillpot, Chief Executive of Adventis, said:
"2009 was another challenging year but I am very pleased that all five of our sectors (Health, Technology, Media, Financial Services and Property) reported a trading profit. During the year the Group not only continued to generate these profits despite the poor environment but also achieved further cost cutting, the full benefits of which will only be felt in 2010 and beyond.
The resilience of our two main sectors, Healthcare and Technology, was apparent. Whilst not immune to recessionary pressures the development of new molecules, software or technology has its own momentum.
The first quarter results indicate that the Group as a whole is experiencing a slightly improved start to the year, but the impending General Election has created some delays. Visibility for the year ahead is generally better for pharmaceuticals and technology."
Enquiries:
Peter Linnell, Finance Director Tel: 020 7034 4795
Tarquin Edwards Tel: 07879 458364
Arbuthnot Securities Limited
Tom Griffiths Tel: 020 7012 2000
Chairman's statement
Although 2009 proved to be another challenging year I am pleased to report that all five of our sectors (Health, Technology, Media, Financial Services and Property) reported a trading profit. During the year the Group was not only able to weather the inclement environment but also continue with a programme of cost cutting, the benefits of which will only be felt in 2010 and beyond.
The resilience of our two main sectors, Healthcare and Technology, was apparent. Whilst not immune to recessionary pressures the development of new molecules, software or technology has its own momentum. Enormous investment is made by our clients in R&D and the market eagerly anticipates each new launch. This tends to ensure that our marketing programmes broadly continue at similar levels in these sectors.
The Media group also enjoyed another profitable year, albeit with lower turnover levels. As has been reported by the global media groups, overall activity levels are down yet we still generate solid revenues and profits in our chosen niches.
Property finally turned a corner. Regrettably we have had to downsize substantially in this sector as activity levels have fallen but the emergence of a trading profit, albeit small, indicates to me that we now have the balance right and are well positioned for recovery in this sector.
I remain impressed with the way the management team has both anticipated and reacted to events during 2009 and believe the overall condition of the Group to be strong.
Recognising the profit achievement of 2009, the Board is recommending that the dividend be maintained at the 2008 level.
I will leave it to the Chief Executive to comment on the results for 2009 and our strategy for 2010 but I would emphasise that Adventis is well able to remain profitable in the current environment and when conditions improve, the Group is well placed to exploit the recovery.
Aubrey Adams
Chairman
Chief Executive Officer's Statement
The Group continued to trade profitably in 2009 and the Board continued to take further measures to combat the recession. Our main markets of Healthcare, Technology & Telecoms and Media laid the foundation for a substantial profit for 2009 and happily, Property and Financial Services have also contributed to the overall results of the Group.
2009 offered no respite for the marketing industry and the pressure on both revenue and costs continued. Every head of business in the Group is constantly reviewing divisional structures to ensure that all efficiencies are achieved. All costs are very carefully scrutinised and it is the combination of these factors that continues to make the Group profitable where many in the sector have struggled.
Health now generates 38% of gross profit, Media 25%, Technology and Telecoms 23%, Property 10% and Financial 4%. Much of our revenue now comes from two of the most recession resistant sectors in the economy. The Financial Services division was sold to its minority shareholder for £133,000 net of transaction costs at the year end and, although our six year presence in this sector was profitable, the Board has no plans to re-enter this sector at this stage.
Gross profit for 2009 was £10.8m and pre-tax profit was £1.3m.
Our margins remained under pressure as a result of one-off costs of redundancy and restructuring programmes, as well as competitive pricing. However, they are still comparatively healthy with the Group achieving one of the higher margin levels in its sector.
Dividend
The Board is recommending paying a maintained final dividend of 0.484p per share (2008: 0.484p), making a total for the year of 0.714p (2008: 0.714p) on 18 June 2010 to shareholders on the register on 28 May 2010, subject to approval at the Company's Annual General Meeting on 19 May 2010.
Financial Position
The Group continued to enjoy a strong cash flow but as a result of using cash rather than shares to meet deferred consideration obligations, the Group had a debt of £1.8m at the year end. In spite of this the balance sheet remains strong and the Group is well placed to exploit any opportunities as they arise. A share placing was concluded in 2009 and raised a further £804,000 net of costs.
Market Overview
The flow of business from our clients continued to be strong in 2009 with a total of over 340 companies commissioning the Group for marketing services. The geographical spread of activity grew in 2009 with over 12% now relating to Europe or EMEA and new technology has assisted in breaking down some international boundaries.
The use of accountable marketing programmes and more relationship building has been a stronger theme of late. Whereas journal advertising may have been a communication solution in previous years the marketing of pharmaceutical and technology products in particular requires the Group to build relationships with the relevant distribution chain. In Health this often means a strong medical education theme where information relating to various disease areas is disseminated to healthcare professionals. In Technology both software and hardware products are distributed via wholesalers and retailers and communicating and motivating these large numbers of resellers is the key aspect of our activity.
Web based solutions also offer clients the opportunity to accurately measure the impact of such activity and it is the development of bespoke software products that communicate a message or deliver response information that the Group will focus on in 2010. The Group now owns in excess of 10 such software products and a full review of our Intellectual Property assets and their management and marketing is in hand.
The convergence of the three healthcare companies continued with Adventis Health trading as a strong brand in its sector.
On 2 February 2010 we announced the acquisition of bChannels Limited, a technology & telecoms channel sales and marketing consultancy based in Oxfordshire. As a direct result our Technology offering will be well supported by more upstream exposure and we are already benefiting from the synergies that come with this strategic acquisition.
Our Media companies continue to develop their digital expertise and offer a 'platform neutral' mix of on and offline media.
The downsizing of our London premises generated a reduced overhead. Adventis House in Beaconsfield is largely occupied and is proving to be a great success with clients and staff alike.
The management of the various subsidiaries has been refined in 2009 with a view to working more with the leaders who will be part of the future. The continued motivation of these team leaders and attracting others of similar calibre is an ongoing objective.
The strategic reviews conducted during 2009 now give the right balance for each sector to ensure continued profitability.
Business Strategy
A fundamental review of strategy was conducted by the Board in 2009 and our path to growth can be summarised as:
· A focus on the most resilient sectors of healthcare and technology.
· Endeavour to move 'upstream' on both markets by capturing the molecule or device at an earlier stage.
· Evolve the media offering to reflect the changing media market.
· Build UK and European market share while looking for further overseas opportunities.
· Continue the migration of the Group's service to a more digital offering.
· Achieve growth both by organic means and strategic acquisitions.
Strict management of all aspects of overheads and cash flow will continue to be paramount.
The fall in the value of AIM quoted shares generally puts pressure on our resources but the Board is very grateful for support from its shareholders who share our confidence in the long term future.
Operational Review
The following is a summary of activity by business sector for the year ended 31 December 2009.
Healthcare Sector
Adventis Health completed its organisational remodelling to provide multi-disciplined teams offering our clients true integrated communication solutions to meet their marketing challenges.
Central to our offering is the use of digital technology to provide a range of on-line resources and we continue to develop more traditional forms of advertising to provide intelligent "closed-loop" campaigns.
Our new offering provided the platform for organic growth across existing clients and proved to be a successful formula in a challenging trading year. Notable campaigns included a direct to consumer regional test launch for Allergan using broadcast, ambient and transport media, and the launch of a new formulated psoriasis gel for Leo Laboratories.
In 2010 we look forward to developing more innovative and pioneering products to meet the call to provide "accountable media" solutions for our clients.
Technology & Telecoms
Our technology and telecoms agency Second2 has maintained strong relationships with its long term clients including Toshiba, Hitachi, EMC. Emulex, Trend Micro, Avnet and Bell Micro, and has achieved some significant new client wins during 2009. Second2 has invested in expanding its digital services portfolio in 2009 and now offers extensive web development, corporate and creative video, and web application development, in addition to core brand and creative services. A review of its client services infrastructure, launch of a new brand identity and website, and focus on building applications to help clients optimise their IT reseller channels puts Second2 in a very strong position to take advantage of recovering client budgets during 2010 and beyond. New client wins in 2009 include Psion Teklogix, Brocade and Hitachi Global Storage Technologies.
As mentioned in the market overview section above the recent acquisition of bChannels Limited is expected to yield significant synergistic benefits. Its client list includes Xerox, Symantec and Samsung and with their core offering being the development of indirect channel sales and marketing programmes it is very complementary to the marketing communications activities of Second2.
Media Planning and Buying
Despite a difficult trading year our three media planning and buying firms, Adgenda Media, Adventis Coltman Media and Premium Media have continued to prosper in their niche sectors of property, finance and travel with their combined billings allowing them to feature as one of the UK's top 30 buying points. Offering either pure media solutions or working closely with our creative businesses they have been successful in not only consolidating relationships with current clients but also securing new business.
New clients in 2009 included Vanguard Investments UK Limited, launching the UK arm of the largest indexed mutual fund manager in the USA; Colours, a tour operator specialising in India, China and South East Asia; Ballymore Property Group, providing digital solutions for their London developments; Marriott Vacation Club International, promoting individual European resorts; the Swiss Tourist Board corporate campaign; Grainger Trust, promoting the Hornsey Baths development and Gilliat Financial Solutions, a UK structured product provider.
Property Marketing
Trading conditions in the residential property market continued to be challenging throughout 2009, although we experienced something of an upturn in Q4. This was in part due to retained clients acquiring distressed assets with planning permission and needing to get them to market quickly. We also consolidated our position with two major Registered Social Landlord clients - Genesis Homes and Family Mosaic - which both continue to have active shared ownership programmes. This included executing a fully integrated campaign for the shared ownership aspect of Strata, central London's tallest residential tower in Elephant & Castle.
Major project wins in the commercial sector included Drakes Mews Business Park in Milton Keynes for Threadneedle, branding, digital and collateral for the Eastside Birmingham regeneration and collateral for public consultation on Hammersmith Grove for Development Securities. Ongoing work for clients or projects such as SEGRO, PRUPIM, Targetfollow and SEEDA continues to be strong.
Outlook
The General Election has given some uncertainty to the first half of 2010. While the value of the FTSE 100 continues to climb, concerns about fundamental economic issues have ensured any recovery will be limited in the short term. The successful operators in our sector have learnt to trade in this more challenging environment and not hope for a better one. Adapting trading methods and reducing cost bases is a major factor in future success.
The fundamentals of our major sectors remain strong and our offering to them becomes more relevant and attractive as we continue to evolve. The Group now enjoys a lower level of overhead due to lower premises costs and a lower headcount in challenged areas. We will be growing selectively only in areas where demand is anticipated to be strong.
Results so far in 2010 indicate that most sectors have improved somewhat on 2009 and visibility for the year ahead has improved from the same time in 2009. The business strategy featured above will be the blueprint for future growth.
Charles Phillpot
Chief Executive Officer
Consolidated income statement for the year ended 31 December 2009
|
|
|
|
|
2009 |
|
2008 |
|
|
|
Notes |
|
£'000 |
|
£'000 |
|
|
|
|
|
Unaudited |
|
Audited |
Turnover |
|
|
|
|
|
|
|
Continuing operations |
|
|
|
28,329 |
|
35,609 |
|
Cost of sales |
|
|
|
|
(17,519) |
|
(25,852) |
Gross profit |
|
|
|
|
10,810 |
|
12,260 |
Administration expenses |
|
|
|
|
(9,559) |
|
(10,464) |
|
|
|
|
|
1,251 |
|
1,796 |
Operating profit |
|
|
|
|
|
|
|
Profit on ordinary activities before interest |
|
|
1,282 |
|
1,706 |
||
Investment revenue |
|
|
|
2 |
|
96 |
|
Finance costs |
|
|
|
(33) |
|
(6) |
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before taxation |
|
|
1,251 |
|
1,796 |
||
|
|
|
|
|
|
|
|
Taxation on profit on ordinary activities |
3 |
|
(395) |
|
(579) |
||
|
|
|
|
|
|
|
|
Profit for the financial year |
|
|
|
856 |
|
1,217 |
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
Owners of the parent |
|
|
819 |
|
1,203 |
||
Non-controlling interests |
|
|
|
37 |
|
14 |
|
|
|
|
|
|
|
|
|
Profit for the financial year |
|
|
|
856 |
|
1,217 |
|
|
|
|
|
|
|
|
|
Earnings per share ("EPS") |
5 |
|
|
|
|
Basic earnings per share (pence) 1.97 2.78
Diluted earnings per share (pence) 1.90 2.65
The Group's results derive entirely from continuing operations
Consolidated statement of comprehensive income for the year ended 31 December 2009
|
|
|
|
|
2009 |
|
2008 |
|
|
|
Notes |
|
£'000 |
|
£'000 |
|
|
|
|
|
Unaudited |
|
Audited |
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
856 |
|
1,217 |
|
|
|
|
|
|
|
|
|
Other comprehensive income and expense |
|
|
- |
|
- |
||
|
|
|
|
|
|
|
|
Total comprehensive income and expense for the year |
|
|
|
856 |
|
1,217 |
|
|
|
|
|
|
|
|
|
Total comprehensive income and expense attributable to: |
|
|
|
|
|
|
|
Owners of the parent |
|
|
819 |
|
1,203 |
||
Non-controlling interests |
|
|
|
37 |
|
14 |
|
|
|
|
|
|
|
|
|
Profit for the financial year |
|
|
|
856 |
|
1,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group's results derive entirely from continuing operations |
|
|
|
|
|
|
|
|
|
|
Consolidated statement of financial position as at 31 December 2009
|
|
|
|
2009 |
|
2008 |
|
|
|
|
Notes |
£'000 |
|
£'000 |
|
|
|
|
|
Unaudited |
|
Audited |
|
|
ASSETS |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
518 |
|
569 |
|
|
Goodwill and other intangible assets |
|
6 |
15,693 |
|
16,067 |
|
|
Deferred tax asset |
|
|
78 |
|
97 |
|
|
|
|
|
16,289 |
|
16,733 |
|
|
Current assets |
|
|
|
|
|
|
|
Work in progress |
|
|
53 |
|
256 |
|
|
Trade and other receivables |
|
|
7,025 |
|
9,990 |
|
|
Cash and cash equivalents |
|
|
35 |
|
287 |
|
|
|
|
|
7,113 |
|
10,533 |
|
|
Total assets |
|
|
23,402 |
|
27,266 |
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
Share capital |
|
|
120 |
|
109 |
|
|
Share premium account |
|
|
7,448 |
|
6,655 |
|
|
Treasury stock |
|
7 |
(157) |
|
(157) |
|
|
Capital redemption reserve |
|
|
200 |
|
200 |
|
|
Other reserves |
|
|
20 |
|
20 |
|
|
Share based payments reserve |
|
|
130 |
|
126 |
|
|
Retained earnings |
|
|
5,922 |
|
5,408 |
|
|
Shareholder's equity |
|
|
13,683 |
|
12,361 |
|
|
Non-controlling interests |
|
|
0 |
|
56 |
|
|
Total equity |
|
|
13,683 |
|
12,417 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
Provisions for other liabilities and charges |
|
4 |
|
4 |
|
|
|
Deferred consideration |
|
|
1,097 |
|
2,605 |
|
|
|
|
|
1,101 |
|
2,609 |
|
|
Current liabilities |
|
|
|
|
|
|
|
Trade and other payables |
|
|
5,636 |
|
8,528 |
|
|
Current income tax liabilities |
|
|
98 |
|
999 |
|
|
Borrowings 1,800 0 |
||||||
|
Deferred consideration |
|
|
1,084 |
|
2,713 |
|
|
|
|
|
8,618 |
|
12,240 |
|
|
Total liabilities |
|
|
9,719 |
|
14,849 |
|
|
Total equity and liabilities |
|
|
23,402 |
|
27,266 |
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity for the year ended 31 December 2009
|
|
Share |
Share |
Capital |
Non- |
Treasury |
Share based |
Retained |
Total |
|
|
capital |
premium |
& other |
controlling |
stock |
transactions |
earnings |
|
|
|
|
|
reserves |
Interests |
|
|
|
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
Balance 31 December 2007 |
104 |
6,168 |
220 |
67 |
(10) |
96 |
4,507 |
11,152 |
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
14 |
- |
- |
1,203 |
1,217 |
|
Other comprehensive income |
- |
- |
- |
- |
- |
- |
- |
- |
|
Total comprehensive income |
- |
- |
- |
14 |
- |
- |
1,203 |
1,217 |
|
|
|
|
|
|
|
|
|
|
|
Changes in equity for 2008 |
|
|
|
|
|
|
|
|
|
Issue of share capital |
5 |
487 |
- |
- |
- |
- |
- |
492 |
|
Dividends paid |
- |
- |
- |
(25) |
- |
- |
(302) |
(327) |
|
Treasury stock acquired |
- |
- |
- |
- |
(134) |
- |
- |
(134) |
|
Shares acquired by EBT |
- |
- |
- |
- |
(13) |
- |
- |
(13) |
|
Share based transactions |
- |
- |
- |
- |
- |
30 |
- |
30 |
|
|
|
|
|
|
|
|
|
|
|
Balance 31 December 2008 |
109 |
6,655 |
220 |
56 |
(157) |
126 |
5,408 |
12,417 |
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
37 |
- |
- |
819 |
856 |
|
Other comprehensive income |
- |
- |
- |
- |
- |
- |
- |
- |
|
Total comprehensive income |
- |
- |
- |
37 |
- |
- |
819 |
856 |
|
|
|
|
|
|
|
|
|
|
|
Changes in equity for 2009 |
|
|
|
|
|
|
|
|
|
Issue of share capital |
11 |
793 |
- |
- |
- |
- |
- |
804 |
|
Dividends paid |
- |
- |
- |
(25) |
- |
- |
(305) |
(330) |
|
Share based transactions |
- |
- |
- |
- |
- |
4 |
- |
4 |
|
Difference arising on disposal on Interest in Adventis NMG Ltd |
- |
- |
- |
(68) |
- |
- |
- |
(68) |
|
|
|
|
|
|
|
|
|
|
|
Balance 31 December 2009 |
120 |
7,448 |
220 |
- |
(157) |
130 |
5,922 |
13,683 |
Consolidated statement of cash flows for the year ended 31 December 2009
|
|
|
|
2009 |
|
2008 |
|
|
|
|
£'000 |
|
£'000 |
Cashflows from operating activities |
|
|
|
|
||
Profit from operations |
|
|
1,282 |
|
1,706 |
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Impairment of investments |
|
|
57 |
|
133 |
|
Share based transactions |
|
|
4 |
|
30 |
|
Depreciation on fixtures and equipment |
|
137 |
|
200 |
||
|
|
|
|
|
|
|
Operating cashflows before movement in working capital |
|
1,480 |
|
2,069 |
||
|
|
|
|
|
|
|
Increase in work in progress |
|
203 |
|
64 |
||
Increase (decrease) in receivables |
|
2,805 |
|
(661) |
||
(Decrease) increase in payables |
|
(2,892) |
|
391 |
||
|
|
|
|
|
|
|
Cash generated by operations |
|
1,596 |
|
1,863 |
||
|
|
|
|
|
|
|
Corporation tax paid |
|
|
(1,116) |
|
(957) |
|
Interest paid |
|
|
|
(33) |
|
(6) |
|
|
|
|
|
|
|
Net cash from operating activities |
|
447 |
|
900 |
||
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
||
Interest received |
|
|
2 |
|
95 |
|
Purchase of property, plant & equipment |
|
(86) |
|
(235) |
||
Sale of interest in subsidiary |
|
(69) |
|
0 |
||
Development of intangible software assets |
|
|
(110) |
|
0 |
|
Purchase of own shares |
|
|
0 |
|
(134) |
|
Deferred consideration for prior acquisitions |
|
|
(2,710) |
|
(3,741) |
|
|
|
|
|
|
|
|
Net cash used in investment activities |
|
(2,973) |
|
(4,015) |
||
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
||
Dividends paid |
|
|
(330) |
|
(327) |
|
Repayments of obligations under finance leases |
|
0 |
|
(14) |
||
Proceeds of issuing share capital |
|
804 |
|
3 |
||
|
|
|
|
|
|
|
Net cash from financing activities |
|
474 |
|
(338) |
||
|
|
|
|
|
|
|
Net (decrease) in cash and cash equivalents |
|
(2,052) |
|
(3,453) |
||
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the |
|
|
|
|
||
period |
|
|
|
287 |
|
3,740 |
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
(1,765) |
|
287 |
||
|
|
|
|
|
|
|
Cash and cash equivalents comprises the following balance |
|
|
|
|
||
sheet amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
35 |
|
287 |
|
Borrowings |
|
|
|
(1,800) |
|
0 |
|
|
|
|
(1,765) |
|
287 |
For the year ended 31 December 2009
1. Basis of preparation
The financial information set out in this announcement does not constitute the Company's statutory accounts as defined in section 343 of the Companies Act 2006 for the years ended 31 December 2009 and 2008. Except as shown below, the financial information for the year ended 31 December 2009 has been prepared using the accounting policies which are consistent with those adopted in the audited accounts for the year ended 31 December 2008. The financial information for the year ended 31 December 2008 is derived from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The auditors have reported on the 2008 accounts; their report was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. Whilst the auditors have not yet reported on the financial statements for the year ended 31 December 2009, they anticipate issuing an unqualified report which will not contain statements under section 498(2) and (3) of the Companies Act 2006. The statutory accounts for the year ended 31 December 2009 will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The financial information set out in this announcement was approved by the Board of Directors on 23 March 2010.
2. Summary of significant accounting policies
Basis of accounting
The 2009 financial statements are the group's fifth consolidated financial statements prepared under International Financial Reporting and Accounting Standards as adopted for use by the European Union with a transition date of 1 January 2004, except for the impact of IAS1 (revised 2007) Presentation of Financial Statements effective for annual periods beginning on or after 1 January 2009. The impact of this standard is purely presentational.
The financial statements have been prepared on the going concern basis, and a historic cost basis.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of a subsidiary.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests' share of changes in equity since the date of the combination. Losses applicable to the non-controlling party's interests in excess of the non-controlling interests' interest in the subsidiary's equity are allocated against the interests of the group except to the extent that the non-controlling interests has a binding obligation and is able to make additional investment to cover the losses.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
All intra-group transactions and balances are eliminated on consolidation.
Taxation
The tax charge represents the sum of current and deferred tax.
Current tax payable is based on taxable profits for the year. Taxable profits differ from net profits as reported in the income statement because it excludes items that are taxable or deductible in other years and items that are not taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are recognised for all temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which temporary differences can beutilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability or the asset isrealised.
Employee Benefit Trust
In accordance with SIC 12 "Consolidation - special purpose entities", the Company includes the assets and liabilities of that trust within its consolidated balance sheet. In the event of the winding up of the Company, neither the shareholders nor the creditors would be entitled to the assets of the employee benefit trust.
Investment in own shares held in connection with the Group's employee share schemes are deducted from the shareholders' funds in accordance with IAS 32 "Financial instruments: Presentation" until such time as they vest unconditionally to participating employees.
The fair value of employee services received in exchange for the grant of shares is recognised as an expense. The total amount to be expensed rateably over the performance period is determined by reference to the fair value of the shares determined at the grant date.
3. Tax on profit on ordinary activities
Analysis of charge in period
2009 2008
£'000 £'000
Current tax:
UK corporation tax on profits of the year 343 518
Adjustments in respect of previous periods 11 -
Total current tax 354 518
Deferred tax:
Origination and reversal of timing differences 41 61
Total deferred tax 41 61
Tax on profits on ordinary activities 395 579
4. Dividends
2009 2008
£'000 £'000
Amounts recognised as distributions to equity holders in the year:
Final dividend of 0.484p (2008: 0.484p) per share 207 202
Interim dividend of 0.23p (2008: 0.23p) per share 98 100
Adventis NMG Ltd dividends 25 25
330 327
Recommended final dividend of 0.484p (2008: 0.484p) per share 228 212
The recommended final dividend is subject to approval by shareholders at the annual general meeting and has not been included as a liability in these financial statements. The estimate of the recommended dividend is based on the number of shares in issue as at 23 March 2010.
5. Earnings per share
The calculations of the basic and diluted earnings per share are based on the following data:
2009 2008
£'000 £'000
Profit for the purpose of basic earnings per share 856 1,197
Number of shares
Weighted average number of ordinary shares in
issue during the year 43,353,614 43,077,514
Effect of dilutive options - 3,826
Effect of dilutive long-term incentive plan 1,366,959 1,050,082
Effect of dilutive deferred consideration 374,800 1,007,749
Diluted weighted average number of ordinary shares in
issue during the year 45,095,373 45,139,171
The diluted weighted average number of ordinary shares in issue during the year includes 374,800 ordinary shares representing the contingent deferred consideration due on the acquisition of Leapfrog Medical Communications Limited at the average Adventis share price for 2009.
6. Goodwill 2009 2008
£'000 £'000
Carrying amount
At 1 January 16,067 11,126
Additions/(reductions) (317) 5,074
Impairments (57) (133)
At 31 December 15,693 16,067
The reduction in goodwill is due to the revaluation of the contingent consideration relating to previous acquisitions.
7. Treasury stock 2009 2008
£'000 £'000
Balance
At 1 January (157) (10)
Employee benefit trust additions - (13)
Company purchases of Treasury Shares - (134)
At 31 December (157) (157)
At 31 December 2009 794,133 ordinary shares were held in treasury stock (2008: 794,133 shares) with a market value of £154,856 (2008: £103,237). This represents 1.65% of the issued share capital of the Company (2008: 1.8%).
8. Availability of this announcement
Copies of this announcement will be available from the Company's registered office, 95 Wigmore Street, London W1U 1HH, and on the Company's website, www.adventis.co.uk.