Interim Results

Adventis Group PLC 19 September 2005 ADVENTIS GROUP PLC Interim Results 2005 Adventis Group plc, the specialist multi-media marketing and advertising agency, today announces its results for the half-year ended 30 June 2005. â€¢ Profit before exceptionals up 57% at Â£516k (2004 - Â£328k)* â€¢ Turnover up by 75% to Â£10.7m (2004 - Â£6.1m)* â€¢ Interim dividend per share up 5% to 0.21p (2004 - 0.2p) â€¢ Profit from new ventures in 2005 totalling Â£151k (2004 - Â£nil) â€¢ Acquisition of Affiniti (UK) Ltd, a specialist UK healthcare advertising agency, completed last January â€¢ Successful launch of Adgenda Media Ltd, a media planner and buyer last March â€¢ Strong balance sheet to support further acquisitions â€¢ Major client wins include GAB Robins, Invesco Perpetual, ABN AMRO, Savills Private Finance and Lincoln Financial *The figures quoted are after being restated on the adoption of IFRS by the Adventis Group, see below for further details. Peter Mitchell, Chairman of Adventis Group plc, commented: 'The first six months of 2005 presented an uncertain environment for many businesses so it is very gratifying to see our business structure is sufficiently robust to produce such significant growth both organically from our existing business and by acquisition. During this period the Group also enjoyed income from its new additions of Affiniti (UK) Ltd. from January 4th and, from Adgenda Media Ltd. from March 30th. These two additions to the Group have performed very well in 2005. The Group aims to build its marketing services offering to property, pharmaceuticals and financial services clients whilst evaluating profitable opportunities in other niches. We continue to actively seek such growth both organically and by acquisition. We remain focused on achieving the best possible deals, as stated at the time of the Group's flotation on AIM in July 2004, by seeking diversification into a number of different but related business streams. In 2005 the management has already evaluated in excess of 25 business opportunities and is selectively pursuing only the very best. The Board is pleased to increase the interim dividend by 5% and I am confident that 2005 will see further announcements of our continued growth as proposed transactions come to fruition. A positive start to trading has been made in the second half of the current year.' For further information, contact: Adventis Group plc Charles Phillpot, Chief Executive Officer 020 7034 4750 Seymour Pierce John Depasquale 020 7107 8010 Citigate Dewe Rogerson Sarah Gestetner, Justin Griffiths, Fiona Mulcahy 020 7638 9571 Chief Executive's Statement Our first twelve months as a publicly quoted company have been extremely encouraging with not only a significant rise in both turnover and profit, but also with the achievement of the early part of our long-term strategy through the announcement of a significant joint venture and a major acquisition. It is pleasing to note that both continued successful business performance and long term strategic development have been achieved. This is encouraging for our future business plans and reflects the strength of talent within Adventis. Today, the Group consists of six operating companies in three locations, in London and Chesham, employing 85 people providing a broad range of marketing services to a large range of clients. In January - June 2005 the financial services business has continued to invest time and effort in achieving a place on the marketing supplier roster of major financial institutions and progress has been made in this area with appointments by GAB Robins, Invesco Perpetual, ABN AMRO, Savills Private Finance and Lincoln Financial. The acquisition of Affiniti (UK) Ltd, a specialist UK healthcare advertising agency, was completed in January 2005 and both income and profit have exceeded expectations. It strengthens the group's presence in this profitable market and is likely to act as the vehicle for all future healthcare activity. Affiniti (U.K.) Ltd's clients include Allergan, Sanofi Pasteur MSD, Chiron Vaccines, Eden Biopharm, Leo Pharma, Napp and Serono. Adgenda Media, the specialist Media Planning & Buying company has enjoyed substantial income from launch on March 30th 2005 and is already generating sales in excess of Â£700k per month. This niche business has exceeded expectations. After a difficult start to 2005, when comparing like for like businesses and excluding exceptional items from 2004, our original businesses are now performing well in two out of three areas, with the third remaining steady. Adventis Group was a private company in the comparative financial period of 2004. Comparisons with earnings per share are not that meaningful, given the dilutive effect of the significant share issue following a placing of 10.53 million shares at 28.5p per share on AIM in July 2004, which raised Â£2.67 million net of expenses. Cash balances were temporarily depressed by an increase in working capital in June, in particular with the rapid scale up of Adgenda Media, but now stand at in excess of Â£3.2m. The Group comprises a talented and commercial team. The past year has been a turning point for the Group in terms of funding and strategy. Trading in 2005 has made a positive start and the outlook for the balance of 2005 remains encouraging while recognising the uncertainties of the markets in which we operate. Our existing businesses continue to perform well and we look forward to announcing further corporate activity in the near future. Charles Phillpot Chief Executive Adventis Group Plc Group income statement 6 months 6 months 12 months to to to 30 June 30 June 31 December 2005 2004 2004 (restated) (restated) Note Â£'000 Â£'000 Â£'000 -------- --------- --------- Turnover Continuing operations 7,305 6,121 12,087 Acquisitions 3,394 - - 10,699 6,121 12,087 ======== ========= ========= Operating profit Continuing operations 320 325 626 Acquisitions 151 - - -------- --------- --------- Profit on ordinary activities before interest 471 325 626 Net interest receivable 45 3 64 Profit on ordinary activities before taxation -------- --------- --------- and interest on dividends recovered 516 328 690 Interest on dividends recovered - 84 84 -------- --------- --------- Profit on ordinary activities before taxation 516 412 774 Taxation on profit on ordinary activities (164) (96) (185) Taxation on interest on dividends recovered - (25) (25) -------- --------- --------- Total taxation (164) (121) (210) Profit for the period 352 291 564 -------- --------- --------- Attributable to: 363 291 563 Equity holders of the parent Minority interest (11) - 1 -------- --------- --------- Profit for the period 352 291 564 -------- --------- --------- Earnings per share ('EPS') 3 ------------------------ ----- -------- --------- --------- Basic earnings per share Average number of shares in issue (number) 32,509,248 20,000,000 25,789,474 EPS (pence) 1.1 1.5 2.2 Fully diluted earnings per share Fully diluted average number of shares in issue (number) 33,337,748 20,000,000 26,617,974 EPS (pence) 1.1 1.5 2.1 ------------------------ ----- -------- --------- --------- Adventis Group Plc Group balance sheet As at 30 June 2005 31 30 June 30 June December 2005 2004 2004 (restated) (restated) Note Â£'000 Â£'000 Â£'000 -------- -------- -------- ASSETS Non-current assets Property, plant and equipment 207 174 184 Goodwill 2,707 259 259 -------- -------- -------- 2,914 433 443 -------- -------- -------- Current assets Work in progress 1 - 5 Trade and other receivables 5,698 3,262 2,218 Cash and cash equivalents 1,643 496 3,183 -------- -------- -------- 7,342 3,758 5,406 -------- -------- -------- Total assets 10,256 4,191 5,849 -------- -------- -------- EQUITY Capital and reserves attributable to equity holders of the parent Share capital 2 81 50 79 Share premium account 2,862 - 2,563 Capital redemption reserve 200 200 200 Other reserves 20 20 20 Retained earnings 1,379 942 1,214 -------- -------- -------- 4,542 1,212 4,076 -------- -------- -------- Minority Interest (13) - 1 -------- -------- -------- Total equity 4,529 1,212 4,077 -------- -------- -------- LIABILITIES Non-current liabilities Obligations under finance leases - due in more than one year 15 15 10 Provisions for other liabilities and charges - - 5 Deferred consideration 1,569 - - -------- -------- -------- 1,584 15 15 -------- -------- -------- Current liabilities Trade and other payables 3,816 2,877 1,571 Current income tax liabilities 174 78 153 Borrowings - - 9 Obligations under finance leases - due in less than one year 2 9 11 Provisions for other liabilities and charges 26 - 13 Deferred consideration 125 - - -------- -------- --------- 4,143 2,964 1,757 -------- -------- --------- Total liabilities 5,727 2,979 1,772 -------- -------- --------- Total equity and liabilities 10,256 4,191 5,849 -------- -------- --------- Adventis Group Plc Group statement of changes in equity Share Capital Share Premium redemption Other Retained Shareholders capital account reserve reserves earnings funds - equity Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 ----- ------- ------- -------- -------- -------- Balance at 1 January 50 - 200 20 799 1,069 2004 (as restated) Profit for the - - - - 291 291 period ----- ------- ------- -------- -------- -------- Total recognised income and expense for the year - - - - 291 291 Dividends - - - - (148) (148) ----- ------- ------- -------- -------- -------- Balance at 30 50 - 200 20 942 1,212 June 2004 Profit for the - - - - 272 272 period ----- ------- ------- -------- -------- -------- Total recognised income and expense for the year - - - - 272 272 Dividends - - - - - - Issue of share 29 2,563 - - - 2,592 capital ----- ------- ------- -------- -------- -------- Balance at 31 79 2,563 200 20 1,214 4,076 December 2004 Profit for the - - - - 363 363 period ----- ------- ------- -------- -------- -------- Total recognised income and expense for the year - - - - 363 363 Dividends - - - - (198) (198) Issue of share 2 299 - - - 301 capital ----- ------- ------- -------- -------- -------- Balance at 30 81 2,862 200 20 1,379 4,542 June 2005 ----- ------- ------- -------- -------- -------- Adventis Group Plc Group cash flow statement 6 months 6 months 12 months to to to 30 June 30 June 31 December 2005 2004 2004 (restated) (restated) Note Â£'000 Â£'000 Â£'000 ------- ------- -------- Cash generated from operations (687) 216 667 Income taxes paid (140) (32) (46) Interest paid (1) (1) (2) ------- ------- -------- Net cash (used in)/from operating activities (828) 183 619 Cashflows from investing activities Interest received 46 4 65 Purchase of property plant and equipment (9) (29) (72) Acquisition of subsidiary 4 (599) ------- ------- -------- Net cash used in investment activities (562) (25) (7) Cashflows from financing activities Dividends paid (130) (64) Repayments of obligations under finance leases (7) (7) (16) Proceeds of issuing share capital 2,592 ------- ------- -------- Net cash (used in)/from financing activities (137) (7) 2,512 ------- ------- -------- Net (decrease)/increase in cash and cash equivalents (1,527) 151 3,124 Cash and cash equivalents at the beginning of the period 3,153 29 29 ------- ------- -------- Cash and cash equivalents at the end of the period 1,626 180 3,153 ======= ======= ======== Adventis Group Plc Notes to the accounts Note 1 Principal accounting policies On 19 August 2005 the Adventis Group announced that from 1 January 2005, the Group will 'early adopt' and prepare all future consolidated financial statements in accordance with International Accounting Standards and International Financial Reporting Standards (jointly 'IFRS'), as adopted by the European Union ('EU') and applicable to all AIM quoted companies for financial reporting periods beginning on or after 1 January 2007. This announcement contains the Group's first results to be published under IFRS. The announcement on 19th August contained all relevant detail on the effect of adoption of IFRS on the Adventis Group and the principal accounting policies under which the group operates. The results herein have been adjusted to reflect IFRS. Note 5 explains the effect on the half year results. These unaudited interim financial statements do not constitute statutory accounts within the meaning of s240 of the Companies Act 1985. The statutory accounts for the year ended 31 December 2004 (from which comparative figures have been extracted) on which the auditors gave an unqualified audit report, has been filed with the Registrar of Companies. Note 2 Share capital 30 June 30 June 1 December 2005 2004 2004 No. shares No. shares No. shares Authorised Ordinary Shares of 0.25pence each 60,000,000 - 60,000,000 'A' Ordinary shares of Â£1 each - 39,630 - 'B' Ordinary shares of Â£1 each - 13,000 - Preference Shares of Â£1 each - 400,000 - Allotted, called up and fully paid Ordinary Shares of 0.25pence each 32,509,248 31,578,948 'A' Ordinary shares of Â£1 each - 37,000 - 'B' Ordinary shares of Â£1 each - 13,000 - Preference Shares of Â£1 each - - -- Since the admission to the AIM market of the London Stock exchange on 1 July 2004, all of the 'B' ordinary shares were converted to 'A' ordinary shares in accordance with the calculation set out in the Articles of Association. The 'A' ordinary shares and 'B' ordinary shares carried and the ordinary shares carry the right to one vote per fully paid up share. In accordance with the terms of the agreement to acquire Affiniti (UK) Limited 930,300 fully paid ordinary shares were issued. Note 3 Earnings per share The number of shares used in the calculation of the earnings per share is shown at the foot of the profit and loss account. As with all organisations going through a period of raising funds for flotation the earnings per share has been adversely affected by issuing new share capital. The EPS has moved from 1.5p to 1.1p, even though the distributable profits have increased from Â£291k to Â£363k, due to the Group issuing a further 12,509,248 shares during this period. Note 4 Acquisition of Affiniti (UK) Limited On 4th January 2005 the Group acquired 100% of the issued share capital of Affiniti (UK) Limited for cash and shares totalling: Â£'000 ------- Property plant and equipment 27 Trade Debtors 174 Prepayments and accrued income 97 Bank and cash balances 331 Trade payables (159) Provisions for liabilities and charges (3) Goodwill 2,247 Intangible assets 235 ------- Total Consideration 2,949 ======= Satisfied by Cash 930 Issue of Adventis Group ordinary share capital 325 Deferred consideration 1,694 ------- 2,949 ======= Net cash outflow arising on acquisition Cash consideration 930 Bank balances and cash acquired (331) ------- 599 ------- ======= The deferred consideration has been provided in the Group balance sheet for the estimated amounts payable within and over one year. The amounts are contingent upon future earnings and therefore the actual amounts may differ from the estimated amounts included in the balance sheet as at 30 June 2005. Note 5 Early adoption of IFRS As noted above the group has now adopted IFRS and this report contains restated numbers to reflect that change. Note 5.1 Effect of the change to IFRS on the Balance Sheet as at 31 December 2004 (unaudited) IFRS 2 UK IFRS3 IFRS3 Share Total GAAP IAS21 Negative based IAS10 impact IFRS 31.12.2004 Goodwill Goodwill payment Dividend of 31.12.2004 IFRS '000 '000 '000 '000 '000 '000 '000 ------------------ -------- ------- ------- ------- ------- ------ -------- ASSETS Non-current assets Property, plant and equipment 184 184 Goodwill 200 17 42 59 259 -------- ------- ------- ------- ------- ------ -------- 384 17 42 59 443 -------- ------- ------- ------- ------- ------ -------- Current assets Work in progress 5 5 Trade and other receivables 2,218 2,218 Cash and cash equivalents 3,183 3,183 -------- ------- ------- ------- ------- ------ -------- 5,406 5,406 -------- ------- ------- ------- ------- ------ -------- Total assets 5,790 17 42 59 5,849 ------------------ -------- ------- ------- ------- ------- ------ -------- EQUITY Capital & reserves attributable to equity holders of the parent Share capital 79 79 Other reserves 2,783 2,783 Retained earnings 1,034 17 42 (9) 130 180 1,214 -------- ------- ------- ------- ------- ------ -------- 3,896 17 42 (9) 130 180 4,076 Minority interest 1 1 -------- ------- ------- ------- ------- ------ -------- Total equity 3,897 17 42 (9) 130 180 4,077 ======== ======= ======= ======= ======= ====== ======== LIABILITIES Non-current liabilities Creditors due after one year 10 10 Provisions for liabilities and charges 5 5 -------- ------- ------- ------- ------- ------ -------- 15 15 -------- ------- ------- ------- ------- ------ -------- Current Liabilities Payables/credi tors due < 1 year 1,712 (130) (130) 1,582 Current income tax liabilities 157 (4) (4) 153 Borrowings 9 9 Provisions for liabilities and charges 0 13 13 13 -------- ------- ------- ------- ------- ------ -------- 1,878 9 (130) (121) 1,757 -------- ------- ------- ------- ------- ------ -------- Total liabilities 1,893 9 (130) (121) 1,772 ======== ======= ======= ======= ======= ====== ======== Total equity and liabilities 5,790 17 42 0 0 59 5,849 Note 5.2 Effect of the change to IFRS on the Balance Sheet as at 30 June 2004 (unaudited) UK IFRS3 Total GAAP IAS21 impact IFRS 30.06.04 Goodwill of 30.06.04 IFRS Note '000 '000 '000 '000 ASSETS Non-current assets Property, plant and equipment 174 174 Goodwill 207 52 52 259 ------- ------- ------ ------- 381 52 52 433 ------- ------- ------ ------- Current assets Trade and other receivables 3,262 3,262 Cash and cash equivalents 496 496 ------- ------- ------ ------- 3,758 3,758 ------- ------- ------ ------- Total assets 4,139 52 52 4,191 ------- ------- ------ ------- EQUITY Capital & reserves attributable to equity holders of the parent Share capital 50 50 Other reserves 220 220 Retained earnings 890 52 52 942 ------- ------- ------ ------- Total equity 1,160 52 52 1,212 ------- ------- ------ ------- LIABILITIES Non-current liabilities Obligations under finance leases 15 15 - due in more than one year ------- ------- ------ ------- 15 15 ------- ------- ------ ------- Current Liabilities Trade and other payables due in less than 1 year 2,877 2,877 Current income tax liabilities 78 78 Obligations under finance leases 9 9 - due in less than one year ------- ------- ------ ------- 2,964 2,964 ------- ------- ------ ------- Total liabilities 2,979 2,979 ------- ------- ------ ------- ------- ------- ------ ------- Total equity and liabilities 4,139 52 52 4,191 ------------------------ ----- ------- ------- ------ ------- Note 5.3 Effect of the change to IFRS on the Profit and Loss account for the period ended 30 June 2004 (unaudited) UK IFRS3 GAAP IAS21 IFRS 30.06.04 Goodwill 30.06.04 -------- -------- -------- '000 '000 '000 -------- -------- -------- Turnover Continuing operations 6,121 6,121 Acquisitions -------- -------- -------- 6,121 6,121 -------- -------- -------- Operating Profit Continuing operations 316 9 325 Acquisitions -------- -------- -------- Profit on ordinary activities before interest 316 9 325 Net interest receivable 3 3 Profit on ordinary activities before taxation -------- -------- -------- and interest on dividends recovered 319 9 328 Interest on dividends recovered 84 84 -------- -------- -------- Profit on ordinary activities before taxation 403 9 412 Taxation on profit on ordinary activities (96) (96) Taxation on interest on dividends recovered (25) (25) -------- -------- -------- Total taxation (121) (121) -------- -------- -------- Profit/(loss) on ordinary activities after taxation 282 9 291 Dividends recovered 807 807 Dividends paid (891) (891) Dividends paid/proposed (64) (64) -------- -------- -------- Total Dividends (148) (148) -------- -------- -------- Profit transferred to reserves 134 9 143 -------- -------- -------- Note 5.4 Effect of the change to IFRS on the Profit and Loss account for the period ended 31 December 2004 (unaudited) UK GAAP IFRS 2 Total IFRS 12 IFRS3 IFRS3 Share Impact 12 months based months to Goodwill Goodwill payment Dividend of to 31.12.04 IFRS 31.12.04 Note '000 '000 '000 '000 '000 '000 '000 Turnover Continuing operations 12,087 12,087 ------- ------ ------ ------- ------ ------ -- ------- Turnover 12,087 12,087 ======= ====== ====== ======= ====== ====== == ======= Operating profit from continuing operations 625 17 (3) (13) 1 626 Net interest receivable 64 64 ------- ------ ------ ------- ------ ------ -- ------- Profit on ordinary activities before taxation and interest on dividends recovered 689 17 (3) (13) 1 690 Interest on dividends recovered 84 84 ------- ------ ------ ------- ------ ------ -- ------- Profit/(Loss) on ordinary activities before taxation 773 17 (3) (13) 1 774 Taxation on profit on ordinary activities (189) 4 4 (185) Taxation on interest on dividends recovered (25) (25) ------- ------ ------ ------- ------ ------ -- ------- Total taxation (214) 4 4 (210) ------- ------ ------ ------- ------ ------ -- ------- Profit/(loss) on ordinary activities for the financial period 559 17 (3) (9) 5 564 ------- ------ ------ ------- ------ ------ -- ------- Minority interest (1) (1) ------- ------ ------ ------- ------ ------ -- ------- Profit/(loss) on ordinary activities 558 17 (3) (9) 5 563 Dividends recovered 807 807 Dividends paid (891) (891) Dividends paid/proposed (194) 130 130 (64) ------- ------ ------ ------- ------ ------ -- ------- Total Dividends (278) 130 130 (148) ------- ------ ------ ------- ------ ------ -- ------- Profit/(loss) transferred to reserves 280 17 (3) (9) 130 135 415 ======= ====== ====== ======= ====== ====== == ======= This information is provided by RNS The company news service from the London Stock Exchange

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