M&C SAATCHI PLC
PRELIMINARY RESULTS
YEAR ENDED
31 DECEMBER 2008
26 MARCH 2009
GROUP HIGHLIGHTS
Revenues up 19% to £104.4m (2007: £87.6m)
Like-for-like revenue growth of 11%
Headline operating profit up by 34% to £13.7m (2007: £10.2m)
Headline operating margin increased to 13.2% (2007: 11.7%)
Headline profit before tax up by 18% to £14.1m (2007: £11.9m)
Headline basic EPS up 20% to 15.05p (2007: 12.55p)
Proposed full year dividend held at 3.62p
The headline results referred to above are stated before accounting for the following items:
Amortisation and impairment of acquired intangibles (including goodwill)
Fair value adjustments to minority put option liabilities
Notional interest on deferred consideration
The reconciliation of the difference between the headline results and the statutory results is shown in note 3. Like-for-like revenue is stated after excluding the impact of foreign exchange, acquisitions in 2007 or 2008 and discontinued operations.
Commenting on the results, David Kershaw, Chief Executive, said:
'M&C Saatchi delivered a solid performance in 2008, in spite of the difficult economic environment. We enjoyed significant revenue growth in most regions with good new business momentum and the extension of assignments with existing clients. After a particularly strong first half, market conditions became increasingly challenging through the year. In overall terms, however, our global network remains strong and we continued to win new business.
'Looking ahead we are confident that the business is in good shape. The on-going economic uncertainty and limited visibility mean we remain cautious. Against that backdrop we will keep a tight focus on controlling costs. We continue to believe in the underlying business model and our balance sheet remains strong. We will, therefore, invest more in our organic growth strategy. We have announced openings in Switzerland and Brazil and we will look for further opportunities to expand our network and enhance our capability to service global accounts. This approach will ensure that we are well positioned to capitalise on opportunities for growth when markets pick up.
'The year has started well with some good new business wins. Overall trading for the first three months of 2009 is in line with management expectations.'
For further information please call:
M&C Saatchi 020-7543-4500
David Kershaw
Tulchan Communications 020-7353-4200
Susanna Voyle
Tom Ryner
Numis Securities 020-7260-1000
Lee Aston, NOMAD
Charles Farquhar, Corporate Broking
SUMMARY OF RESULTS
Overview
The Board of M&C Saatchi plc announces the unaudited results for the year ended 31 December 2008. It was a good year for the Group. It is 14 years since M&C Saatchi was founded - and 2008 represented our fourteenth year of successive like-for-like revenue growth. We recorded significant revenue growth in all regions, with the exception of America. The growth came from good new business momentum and from additional assignments from current clients. Overall operating margins improved.
A deteriorating economic climate made the second half of the year increasingly challenging, especially in Spain, the USA and for our strategic consulting business Clear Ideas with revenue and margins coming under pressure.
Group reported revenue grew by 19% to £104.4m (2007: £87.6m), with like-for-like revenue up 11%. This significant growth was achieved in spite of the worsening economic environment in the second half of the year.
The headline operating profit grew by 34% to £13.7m (2007: £10.2m), with the headline operating margin increased to 13.2% (2007: 11.7%).
The contribution from the Group's associates reduced from a headline profit of £334,000 in 2007 to a loss of £81,000 in 2008. This reflects the difficult trading conditions being experienced by our partners in Spain. Net interest earned reduced to £0.4m (2007: £1.4m) as a result of higher average Group debt.
In spite of the loss from our associates and the reduced net interest, we are reporting headline profit before tax up 18% at £14.1m (2007: £11.9m).
The Group's tax rate was 31.8%, marginally lower than last year's rate of 32.0%.
The profits attributable to the Group's minorities reduced to £0.6m (2007: £1.2m), due primarily to the acquisition of the remaining 5.5% minority interest in Walker Media made in April 2008.
The weighted average number of shares increased to 60.0m (2007: 56.2m) as a result of the shares issued to satisfy the acquisition of the minority in Walker Media and the acquisition of Clear Ideas last year.
The net result of all of the above is that headline basic earnings per share increased by 20% to 15.05p (2007: 12.55p).
The Board is recommending a final dividend of 2.75p per share, which, together with the interim dividend of 0.87p per share, takes the total for the year to 3.62p per share (2007: 3.62p). The recommended dividend is 4.1 times covered by headline earnings and represents a 10% yield on yesterday's share price of 35.0p. The 2008 final dividend will be paid to shareholders on 10 July 2009 who are on the register at 12 June 2009.
Cash Flow, Group Debt and Deferred consideration
As at 31 December 2008 the Group's net cash position was £2.5m (2007: £8.3m). Cash balances across the Group stood at £9.3m (2007: £16.9m) and we were utilising £6.7m (2007: £8.5m) of the three-year facility provided by RBS, which continues until March 2011.
The Group generated an inflow of cash from normal trading activities (before the payment of dividends, acquisitions and the repayment of debt) of £10.2m, which represents 106% of headline profit after tax for 2008.
During the year the Group acquired the remaining 5.5% minority in Walker Media for £3.9m in cash and 0.9m shares. Cash of £10.2m was utilised and 0.5m shares issued completing the acquisitions made in 2007 of Walker Media, Zapping and Clear Ideas.
The amount of deferred consideration payable at 31 December 2008 was £0.1m (2007: £18.1m). The reduction follows the liabilities being settled during 2008 and from lower valuations where liabilities still remain.
REVIEW OF OPERATIONS BY REGION
UK
Overall revenue grew by 14% to £60.3m (2007: £52.8m). Excluding the annualised impact of the Clear acquisition the like-for-like revenue growth was 8.4%. There were good new business successes, notably the Department of Health's Change 4 Life anti-obesity campaign along with important assignments from Hyundai and East Midland Trains. We have also been extending relationships with current clients.
While the majority of our remuneration agreements are resource-based fees agreed on an annual basis we saw increasing pressure on fees and margins in the final quarter but no significant reductions. Clients were however prepared to sacrifice longer term marketing investment projects and new product development work to reduce costs. This trend had a significant impact on consultancy and strategy assignments in the fourth quarter.
Overall, headline operating margins increased to 16.5% (2007: 15.9%), but were under pressure in the 4th quarter.
Europe
Overall our European businesses performed very well. Revenue increased by 70% to £10.3m (2007: £6.1m). The Paris office produced excellent results, the revenue increased by 68% supported by its successful new service offerings in digital and corporate PR. The Berlin office also had a good year from its smaller base, with revenue up 25%.
The reported operating margin increased to 13.2% (2007: 11.9%)
The office in Madrid, which is reported in the associate line, had a very difficult year as the economy declined sharply. We remain committed to this market, but we have agreed not to extend our ownership beyond the current 25%. We may revisit this position in the future.
We are continuing to seek opportunities to extend our European footprint and in February we announced our entry into the Swiss market.
Asia & Australia
The region delivered an improved set of results. Reported revenue increased by 20% to £29.7m (2007: £24.7m). Like-for-like revenue increased by 14.1%.
Headline operating profit increased to £2.1m (2007: £0.6m) and the margin increased to 7.1% (2007: 2.2%).
Australia, our largest office in the region, contributing 66% of revenue and 73% of profit, had an excellent year. Revenue increased by 28%, largely through the extension of relationships with existing clients. The office re-pitched, won and extended its relationship with Optus, one of Australia's largest telecommunications operators. This compensated for the loss of the Tourism Australia account.
Malaysia, our second biggest market in terms of contribution to earnings, had another successful year, increasing reported revenue by 31%.
Our offices in India and China, while less significant in terms of contribution, continued to show promising new business wins in spite of the difficult economic headwinds. We believe these markets, while relatively young, are very important for future growth.
As part of the regional strategic review which we undertook early in 2008, we closed the loss-making offices in Singapore and Thailand. The combined operating losses and closure costs totalled £0.3m in the year.
America
Our US business, based in LA, had a second difficult year as the economic downturn persisted. Reported revenue declined marginally to £4.0m (2007: £4.1m) and the operating margin declined to 7.3% (2007: 14.1%). We have experienced continued decline in client budgets and a trend for clients to take work in house.
In spite of the tough conditions, the US remains an important market and we will continue to look for strategic ways to develop our presence in the longer term.
New Markets
In spite of the difficult trading environment we have been pursuing opportunities to expand into new markets through organic start-ups. This is part of our strategy to create an efficient and effective international network that will provide comprehensive coverage in key regions for our clients who need a global focus on their accounts. With new offices opened in Geneva and Sao Paulo we believe the main planks are now in place; but we will continue to look at other opportunities. Our model of organically building new businesses is well proven. While slower to develop than acquisitions, this approach can be financed out of operating cash flows and allows us to keep Group overheads low, enabling us to remain competitive with our peers. We strongly believe that in the current environment it also offers a better return for investors at significantly lower risk. This organic approach requires investment and will negatively impact earnings in the short term. We expect these operations to be trading profitability in their second year.
We will report the performance of these offices separately from the current business.
Outlook
In the current environment forecasting is especially difficult. Economic conditions are tough throughout our markets. But in spite of the economic headwinds, we believe the business is in good shape as we head into 2009. We are focused on the fundamentals of managing the current business, servicing our current clients and winning new business whilst keeping our cost base under tight control. We have also been actively looking for opportunities that will provide future growth for the business. In the wake of the new offices opened in Switzerland and Brazil we will continue to seek further opportunities.
We have great confidence in our people and believe that in the current market our philosophy of Brutal Simplicity is even more relevant to clients.
The year has started well with some good new business wins. Overall trading for the first three months of 2009 is in line with management expectations.
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED INCOME STATEMENT
Year ended 31 December |
|
|
|
|
|
|
2008 |
|
2007 |
|
Note |
|
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
Billings |
|
|
|
|
|
|
436,506 |
|
412,746 |
|
|
|
|
|
|
|
|
|
|
Revenue |
4 |
|
|
|
|
|
104,383 |
|
87,620 |
|
|
|
|
|
|
|
|
|
|
Operating costs |
5 |
|
|
|
|
|
(93,617) |
|
(78,006) |
|
|
|
|
|
|
|
|
|
|
Operating profit |
4 |
|
|
|
|
|
10,766 |
|
9,614 |
|
|
|
|
|
|
|
|
|
|
Share of results of associates |
6 |
|
|
|
|
|
(81) |
|
281 |
Impairment of associate |
|
|
|
|
|
|
(2,400) |
|
- |
Finance income |
7 |
|
|
|
|
|
3,350 |
|
1,809 |
Finance costs |
8 |
|
|
|
|
|
(1,142) |
|
(3,748) |
|
|
|
|
|
|
|
|
|
|
Profit before taxation |
4 |
|
|
|
|
|
10,493 |
|
7,956 |
|
|
|
|
|
|
|
|
|
|
Taxation |
9 |
|
|
|
|
|
(3,904) |
|
(3,530) |
|
|
|
|
|
|
|
|
|
|
Profit for the financial period |
|
|
|
|
|
|
6,589 |
|
4,426 |
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
|
Equity shareholders of the Group |
3 |
|
|
|
|
|
6,021 |
|
3,258 |
Minority interests |
|
|
|
|
|
|
568 |
|
1,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,589 |
|
4,426 |
|
|
|
|
|
|
|
|
|
|
Earnings per share |
3 |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
10.04p |
|
5.80p |
Diluted |
|
|
|
|
|
|
9.75p |
|
5.59p |
|
|
|
|
|
|
|
|
|
|
Headline results |
3 |
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
|
|
|
13,739 |
|
10,222 |
Profit before tax |
|
|
|
|
|
|
14,095 |
|
11,926 |
Headline profit attributable to equity shareholders |
|
|
|
|
|
|
9,024 |
|
7,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
Year ended 31 December |
|
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
|
£'000 |
|
£'000 |
Profit for year |
|
|
|
|
|
|
6,589 |
|
4,426 |
Currency translation differences |
|
|
|
|
|
|
2,403 |
|
834 |
Tax on items taken directly to equity |
|
|
|
|
|
|
(311) |
|
(145) |
Total recognised income and expenses for the period |
|
|
|
|
|
|
8,681 |
|
5,115 |
Attributable to: |
|
|
|
|
|
|
|
|
|
Equity shareholders of the Group |
|
|
|
|
|
|
7,952 |
|
3,947 |
Minority interests |
|
|
|
|
|
|
729 |
|
1,168 |
|
|
|
|
|
|
|
8,681 |
|
5,115 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED BALANCE SHEET
At 31 December |
|
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
|
£'000 |
|
£'000 |
NON CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
|
|
|
|
58,114 |
|
61,409 |
Investments in associates |
|
|
|
|
|
|
1,711 |
|
4,086 |
Plant and equipment |
|
|
|
|
|
|
4,239 |
|
3,954 |
Deferred tax assets |
|
|
|
|
|
|
1,924 |
|
2,034 |
Other non current assets |
|
|
|
|
|
|
707 |
|
565 |
|
|
|
|
|
|
|
66,695 |
|
72,048 |
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
|
|
|
|
60,784 |
|
74,872 |
Current tax assets |
|
|
|
|
|
|
649 |
|
519 |
Cash and cash equivalents |
|
|
|
|
|
|
9,271 |
|
16,895 |
|
|
|
|
|
|
|
70,704 |
|
92,286 |
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
|
|
|
(73,583) |
|
(86,850) |
Current tax liabilities |
|
|
|
|
|
|
(3,030) |
|
(1,610) |
Other financial liabilities |
|
|
|
|
|
|
(37) |
|
(18) |
Deferred and contingent consideration |
|
|
|
|
|
|
(116) |
|
(9,811) |
Minority shareholder put options liabilities |
|
|
|
|
|
|
(1,881) |
|
(6,854) |
|
|
|
|
|
|
|
(78,647) |
|
(105,143) |
|
|
|
|
|
|
|
|
|
|
Net current liabilities |
|
|
|
|
|
|
(7,943) |
|
(12,857) |
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
|
|
|
|
58,752 |
|
59,191 |
|
|
|
|
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
(928) |
|
(1,604) |
Other financial liabilities |
|
|
|
|
|
|
(6,702) |
|
(8,531) |
Deferred and contingent consideration |
|
|
|
|
|
|
- |
|
(8,325) |
Minority shareholder put options liabilities |
|
|
|
|
|
|
(1,816) |
|
(3,691) |
Other non current liabilities |
|
|
|
|
|
|
(483) |
|
(1,142) |
|
|
|
|
|
|
|
(9,929) |
|
(23,293) |
|
|
|
|
|
|
|
|
|
|
Total Net assets |
|
|
|
|
|
|
48,823 |
|
35,898 |
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED BALANCE SHEET (CONTINUED)
At 31 December |
|
|
|
|
|
|
2008 |
|
2007 |
|
Note |
|
|
|
|
|
£'000 |
|
£'000 |
Equity |
10 |
|
|
|
|
|
|
|
|
Equity attributable to shareholders of the group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
|
|
|
|
615 |
|
597 |
Share premium |
|
|
|
|
|
|
12,758 |
|
12,758 |
Merger reserve |
|
|
|
|
|
|
21,777 |
|
20,285 |
Treasury reserve |
|
|
|
|
|
|
(792) |
|
(792) |
Minority interest put option reserve |
|
|
|
|
|
|
(4,463) |
|
(6,876) |
Foreign exchange reserve |
|
|
|
|
|
|
2,249 |
|
318 |
Retained earnings |
|
|
|
|
|
|
15,869 |
|
9,053 |
Total shareholders' equity |
|
|
|
|
|
|
48,013 |
|
35,343 |
|
|
|
|
|
|
|
|
|
|
Minority interestS |
|
|
|
|
|
|
810 |
|
555 |
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
10 |
|
|
|
|
|
48,823 |
|
35,898 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 December |
|
|
|
|
|
|
2008 |
|
2007 |
|
Note |
|
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
Cash generated from operations |
11 |
|
|
|
|
|
15,050 |
|
8,991 |
Tax paid |
|
|
|
|
|
|
(3,592) |
|
(4,092) |
Net cash flow from operating activities |
|
|
|
|
|
|
11,458 |
|
4,899 |
|
|
|
|
|
|
|
|
|
|
Acquisitions |
12 |
|
|
|
|
|
(14,156) |
|
(24,602) |
Proceeds from sale of plant and equipment |
|
|
|
|
|
|
5 |
|
23 |
Purchases of plant and equipment |
|
|
|
|
|
|
(1,634) |
|
(1,401) |
Purchases of capitalised software |
|
|
|
|
|
|
(100) |
|
(107) |
Dividends from associate |
|
|
|
|
|
|
125 |
|
- |
Interest earned from cash held by trading entities |
|
|
|
|
|
|
1,401 |
|
1,553 |
Interest received on centrally held cash |
|
|
|
|
|
|
10 |
|
256 |
Net cash consumed by investing activities |
|
|
|
|
|
|
(14,349) |
|
(24,278) |
|
|
|
|
|
|
|
|
|
|
Dividends paid to equity holders of the Company |
|
|
|
|
|
|
(2,187) |
|
(1,813) |
Dividends paid to minority interests |
|
|
|
|
|
|
(648) |
|
(1,404) |
Subsidiaries purchase of own shares from minorities |
|
|
|
|
|
|
(19) |
|
- |
Inception of finance leases |
|
|
|
|
|
|
29 |
|
- |
Repayment of finance leases |
|
|
|
|
|
|
(12) |
|
(39) |
Inception of bank loans |
|
|
|
|
|
|
12,620 |
|
13,000 |
Repayment of bank loans |
|
|
|
|
|
|
(14,703) |
|
(4,514) |
Interest paid |
|
|
|
|
|
|
(974) |
|
(437) |
Interest on finance leases |
|
|
|
|
|
|
(1) |
|
(2) |
Net cash (consumed) / Generated by financing activities |
|
|
|
|
|
|
(5,895) |
|
4,791 |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
|
|
|
|
(8,786) |
|
(14,588) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
|
|
|
|
|
16,895 |
|
31,284 |
Effect of exchange rate changes |
|
|
|
|
|
|
1,162 |
|
199 |
Cash and cash equivalents at the end of the year |
|
|
|
|
|
|
9,271 |
|
16,895 |
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
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.
The 2008 unaudited preliminary financial statements were approved for issue on 25 March 2009.
The financial information for the years ended 31 December 2008 and 2007 included in this report does not constitute statutory accounts as defined in section 240 of the Companies Act 1985, and is unaudited. The comparative figures for the year ended 31 December 2007 do not constitute the Group's statutory accounts for that financial year. The 31 December 2007 statutory accounts, have been reported on by the Company's auditors and delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 237(2) or (3) of the Companies Act 1985.
Headline results
The directors believe that the headline results and headline earnings per share provide additional useful information on the underlying performance trends of business. In addition the headline result is used for internal performance management and the calculation of rewards in the Group's Long Term Incentive Plan (LTIP) scheme. The term headline is not a defined term in IFRS.
The items that are excluded from headline results are the fair value gains and losses on liabilities caused by our put option agreements, amortisation of intangible assets created in business combinations and charges as a result of goodwill impairment.
2. Accounting policies
The unaudited preliminary consolidated financial statements comply with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union, and are consistent with the accounting policies of the Group which were set out in the 2007 Annual Report and Accounts.
Whilst the financial information included in this preliminary announcement has been prepared in accordance with IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The Group's 2008 Annual Report and Accounts will be prepared in compliance with IFRS.
The Group has adopted all of the standards and interpretations that were mandatory for accounting periods beginning on or after 1 January 2008 that are relevant to the operations of the Group.
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
3. headline Results and Earnings per share
YEAR ENDED 31 DECEMBER 2008 |
Reported results |
Amortisation of acquired intangibles |
Impairment of acquired intangibles including goodwill |
Fair value adjustments to minority put option liabilities |
Notional interest on deferred consideration |
Headline results |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
Revenue |
104,383 |
- |
- |
- |
- |
104,383 |
|
|
|
|
|
|
|
|
|
Operating profit |
10,766 |
575 |
2,398 |
- |
- |
13,739 |
|
Impairment of associate |
(2,400) |
- |
2,400 |
- |
- |
- |
|
Share of results of associates |
(81) |
- |
- |
- |
- |
(81) |
|
Net interest |
2,208 |
- |
- |
(1,940) |
169 |
437 |
|
Profit before taxation |
10,493 |
575 |
4,798 |
(1,940) |
169 |
14,095 |
|
Taxation |
(3,904) |
(164) |
(435) |
- |
- |
(4,503) |
|
Profit AFTER taxation |
6,589 |
411 |
4,363 |
(1,940) |
169 |
9,592 |
|
Minority interests |
568 |
- |
- |
- |
- |
568 |
|
Profit attributable to equity holders of the Group |
|||||||
|
6,021 |
411 |
4,363 |
(1,940) |
169 |
9,024 |
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE |
|||||||
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) |
59,972 |
|
|
|
|
59,972 |
|
|
|
|
|
|
|
|
|
BASIC EPS |
10.04p |
|
|
|
|
15.05p |
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|||||||
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) as above |
59,972 |
|
|
|
|
59,972 |
|
Add |
|
|
|
|
|
|
|
- Float options |
411 |
|
|
|
|
411 |
|
- LTIP options |
1,151 |
|
|
|
|
1,151 |
|
- Contingent consideration |
205 |
|
|
|
|
205 |
|
Total |
61,739 |
|
|
|
|
61,739 |
|
DILUTED EARNINGS PER SHARE |
9.75p |
|
|
|
|
14.62p |
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
YEAR ENDED 31 DECEMBER 2007 |
|
Reported results |
Amortisation of acquired intangibles |
Fair value adjustments to minority put option liabilities |
Notional interest on deferred consideration |
Headline results |
||
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
||
Revenue |
|
87,620 |
- |
- |
- |
87,620 |
||
|
|
|
|
|
|
|
||
Operating profit |
|
9,614 |
608 |
- |
- |
10,222 |
||
Share of results of associates |
|
281 |
53 |
- |
- |
334 |
||
Net interest |
|
(1,939) |
- |
3,052 |
257 |
1,370 |
||
Profit before taxation |
|
7,956 |
661 |
3,052 |
257 |
11,926 |
||
Taxation |
|
(3,530) |
(182) |
- |
- |
(3,712) |
||
Profit after taxation |
|
4,426 |
479 |
3,052 |
257 |
8,214 |
||
Minority interests |
|
1,168 |
- |
- |
- |
1,168 |
||
Profit attributable to equity holders of the Group |
||||||||
|
|
3,258 |
479 |
3,052 |
257 |
7,046 |
||
|
|
|
|
|
|
|
||
BASIC EARNINGS PER SHARE |
||||||||
|
|
|
|
|
|
|
||
Weighted average number of shares (thousands) |
|
56,163 |
|
|
|
56,163 |
||
|
|
|
|
|
|
|
||
BASIC EPS |
|
5.80p |
|
|
|
12.55p |
||
|
|
|
|
|
|
|
||
Diluted earnings per share |
||||||||
|
|
|
|
|
|
|
||
Weighted average number of shares (thousands) as above |
|
56,163 |
|
|
|
56,163 |
||
Add |
|
|
|
|
|
|
||
- Sharesave options |
|
159 |
|
|
|
159 |
||
- Float options |
|
411 |
|
|
|
411 |
||
- LTIP options |
|
975 |
|
|
|
975 |
||
- Contingent consideration |
|
595 |
|
|
|
595 |
||
Total |
|
58,303 |
|
|
|
58,303 |
||
DILUTED EARNINGS PER SHARE |
|
5.59p |
|
|
|
12.09p |
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
4. SEGMENTAL INFORMATION
Segmental analysis is provided by reference to the geographical origin of business.
Year ended |
|
UK |
|
Asia & Australia |
|
America |
|
Europe |
|
Total |
|
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
REVENUE |
|
60,349 |
|
29,677 |
|
4,028 |
|
10,329 |
|
104,383 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING PROFIT |
|
7,851 |
|
1,258 |
|
295 |
|
1,362 |
|
10,766 |
Add |
|
|
|
|
|
|
|
|
|
|
- Amortisation of intangibles |
|
575 |
|
- |
|
- |
|
- |
|
575 |
- Impairment of intangibles |
|
1,552 |
|
846 |
|
- |
|
- |
|
2,398 |
HEADLINE OPERATING PROFIT |
|
9,978 |
|
2,104 |
|
295 |
|
1,362 |
|
13,739 |
Share of result of associates |
|
- |
|
- |
|
- |
|
(81) |
|
(81) |
Net interest |
|
528 |
|
118 |
|
2 |
|
(211) |
|
437 |
Headline profit before Taxation |
|
10,506 |
|
2,222 |
|
297 |
|
1,070 |
|
14,095 |
Less |
|
|
|
|
|
|
|
|
|
|
- Impairment and amortisation of intangibles |
|
(2,127) |
|
(846) |
|
- |
|
- |
|
(2,973) |
- Impairment of associate |
|
- |
|
- |
|
- |
|
(2,400) |
|
(2,400) |
- Fair value adjustments to minority put option liabilities |
|
1,940 |
|
- |
|
- |
|
- |
|
1,940 |
- Notional interest on deferred consideration |
|
(169) |
|
- |
|
- |
|
- |
|
(169) |
Total of statutory adjustments |
|
(356) |
|
(846) |
|
- |
|
(2,400) |
|
(3,602) |
Profit before Taxation |
|
10,150 |
|
1,376 |
|
297 |
|
(1,330) |
|
10,493 |
Taxation |
|
(2,692) |
|
(872) |
|
(104) |
|
(236) |
|
(3,904) |
Profit for the year |
|
7,458 |
|
504 |
|
193 |
|
(1,566) |
|
6,589 |
Minority interests |
|
241 |
|
112 |
|
32 |
|
183 |
|
568 |
Profit attributable to Equity holders of the Group |
|
7,217 |
|
392 |
|
161 |
|
(1,749) |
|
6,021 |
Add |
|
|
|
|
|
|
|
|
|
|
- Statutory adjustments above |
|
356 |
|
846 |
|
- |
|
2,400 |
|
3,602 |
- Deferred tax on impairment and amortisation of acquired intangibles |
|
(599) |
|
- |
|
- |
|
- |
|
(599) |
|
|
|
|
|
|
|
|
|
|
|
Headline profit attributable to Equity holders of the Group |
|
6,974 |
|
1,238 |
|
161 |
|
651 |
|
9,024 |
|
|
|
|
|
|
|
|
|
|
|
Headline BASIC EPS |
|
|
|
|
|
|
|
|
|
15.05p |
|
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
Year ended |
|
UK |
|
Asia & Australia |
|
America |
|
Europe |
|
Total |
|
|
£000 |
|
£000 |
|
£000 |
|
£000 |
|
£000 |
Revenue |
|
52,765 |
|
24,663 |
|
4,132 |
|
6,060 |
|
87,620 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING PROFIT |
|
7,761 |
|
550 |
|
581 |
|
722 |
|
9,614 |
Add |
|
|
|
|
|
|
|
|
|
|
- Amortisation of intangibles |
|
608 |
|
- |
|
- |
|
- |
|
608 |
Headline Operating Profit |
|
8,369 |
|
550 |
|
581 |
|
722 |
|
10,222 |
Share of result of associates |
|
25 |
|
- |
|
- |
|
309 |
|
334 |
Net interest |
|
1,448 |
|
10 |
|
2 |
|
(90) |
|
1,370 |
Headline profit before Taxation |
|
9,842 |
|
560 |
|
583 |
|
941 |
|
11,926 |
Less |
|
|
|
|
|
|
|
|
|
|
- Amortisation of intangibles |
|
(608) |
|
- |
|
- |
|
(53) |
|
(661) |
- Fair value adjustments to minority put option liabilities |
|
(3,052) |
|
- |
|
- |
|
- |
|
(3,052) |
- Notional interest on deferred consideration |
|
(257) |
|
- |
|
- |
|
- |
|
(257) |
Total of statutory adjustments |
|
(3,917) |
|
- |
|
- |
|
(53) |
|
(3,970) |
Profit before Taxation |
|
5,925 |
|
560 |
|
583 |
|
888 |
|
7,956 |
Taxation |
|
(2,833) |
|
(368) |
|
(207) |
|
(122) |
|
(3,530) |
Profit for the year |
|
3,092 |
|
192 |
|
376 |
|
766 |
|
4,426 |
Minority interests |
|
997 |
|
59 |
|
67 |
|
45 |
|
1,168 |
Profit attributable to Equity holders of the Group |
|
2,095 |
|
133 |
|
309 |
|
721 |
|
3,258 |
Add |
|
|
|
|
|
|
|
|
|
|
- Statutory adjustments above |
|
3,917 |
|
- |
|
- |
|
53 |
|
3,970 |
- Deferred tax on amortisation of acquired intangibles |
|
(182) |
|
- |
|
- |
|
- |
|
(182) |
|
|
|
|
|
|
|
|
|
|
|
Headline profit attributable to Equity holders of the Group |
|
5,830 |
|
133 |
|
309 |
|
774 |
|
7,046 |
|
|
|
|
|
|
|
|
|
|
|
Headline BASIC EPS |
|
|
|
|
|
|
|
|
|
12.55p |
|
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
5. Operating costs
Year ended 31 December |
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
£'000 |
|
£'000 |
|
||||||||
Total staff costs |
|
|
|
|
|
61,913 |
|
53,763 |
Other costs |
|
|
|
|
|
31,704 |
|
24,243 |
Total operating costs |
|
|
|
|
|
93,617 |
|
78,006 |
|
|
|
|
|
|
|
|
|
Other costs include: |
|
|
|
|
|
|
|
|
Goodwill impairment |
|
|
|
|
|
846 |
|
- |
Acquired intangibles impairment |
|
|
|
|
|
1,552 |
|
- |
Amortisation of intangibles |
|
|
|
|
|
|
|
|
- Acquired intangibles |
|
|
|
|
|
575 |
|
608 |
- Capitalised software |
|
|
|
|
|
75 |
|
106 |
Depreciation of plant and equipment |
|
|
|
|
|
1,631 |
|
1,463 |
Losses on disposal of fixed assets |
|
|
|
|
|
15 |
|
36 |
6. Share of associates
Year ended 31 December |
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
£'000 |
|
£'000 |
|
||||||||
Share of associates' (loss) / profit before taxation |
|
|
|
|
|
(20) |
|
491 |
Share of associates' taxation |
|
|
|
|
|
(61) |
|
(157) |
Amortisation of intangibles |
|
|
|
|
|
- |
|
(53) |
|
|
|
|
|
|
(81) |
|
281 |
During the year £2,400k of our investment in the associate was impaired (2007: Nil).
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
7. FINANCE INCOME
Year ended 31 December |
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
£'000 |
|
£'000 |
|
||||||||
Bank interest receivable |
|
|
|
|
|
1,247 |
|
1,771 |
Other interest receivable |
|
|
|
|
|
163 |
|
38 |
Total interest receivable |
|
|
|
|
|
1,410 |
|
1,809 |
|
|
|
|
|
|
|
|
|
Fair value adjustments to minority shareholder put option liabilities |
|
|
|
|
|
1,940 |
|
- |
Total |
|
|
|
|
|
3,350 |
|
1,809 |
8. Finance Expense
Year ended 31 December |
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
£'000 |
|
£'000 |
|
||||||||
Bank interest chargeable |
|
|
|
|
|
(925) |
|
(403) |
Interest payable on finance leases |
|
|
|
|
|
(1) |
|
(2) |
Other interest payable |
|
|
|
|
|
(47) |
|
(34) |
Total interest payable |
|
|
|
|
|
(973) |
|
(439) |
|
|
|
|
|
|
|
|
|
Notional interest on contingent consideration |
|
|
|
|
|
(169) |
|
(257) |
Fair value adjustments to minority shareholder put option liabilities |
|
|
|
|
|
- |
|
(3,052) |
Total |
|
|
|
|
|
(1,142) |
|
(3,748) |
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
9. Taxation
Year ended 31 December |
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
£'000 |
|
£'000 |
|
||||||||
Current taxation |
|
|
|
|
|
|
|
|
Taxation in the year |
|
|
|
|
|
|
|
|
- UK |
|
|
|
|
|
2,990 |
|
3,223 |
- Overseas |
|
|
|
|
|
1,768 |
|
1,119 |
Withholding taxes payable |
|
|
|
|
|
12 |
|
7 |
Utilisation of previously unrecognised tax losses |
|
|
|
|
|
(182) |
|
(128) |
Adjustment for over provisions in prior periods |
|
|
|
|
|
(144) |
|
(138) |
Total |
|
|
|
|
|
4,444 |
|
4,083 |
|
|
|
|
|
|
|
|
|
Deferred taxation |
|
|
|
|
|
|
|
|
Origination and reversal of temporary differences |
|
|
|
|
|
(596) |
|
(606) |
Effect of changes in tax rates |
|
|
|
|
|
56 |
|
53 |
Total |
|
|
|
|
|
(540) |
|
(553) |
Total taxation |
|
|
|
|
|
3,904 |
|
3,530 |
The difference between the actual tax and the standard rate of corporation tax in the UK applied to profits for the year are as follows:
Year ended 31 December |
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
£'000 |
|
£'000 |
|
||||||||
Profit before taxation |
|
|
|
|
|
10,493 |
|
7,956 |
|
|
|
|
|
|
|
|
|
Taxation at UK Corporation tax rate of 28.5% (2007: 30%) |
|
|
|
|
|
(2,991) |
|
(2,387) |
Tax effect of associates |
|
|
|
|
|
(23) |
|
93 |
Expenses not deductible for tax |
|
|
|
|
|
(250) |
|
(212) |
Different tax rates applicable in overseas jurisdictions |
|
|
|
|
|
(89) |
|
(93) |
Effect of changes in tax rates on deferred tax |
|
|
|
|
|
(56) |
|
(53) |
Withholding taxes |
|
|
|
|
|
(12) |
|
(7) |
Utilisation of previously unrecognised tax losses |
|
|
|
|
|
182 |
|
128 |
Adjustment for over provisions in prior periods |
|
|
|
|
|
144 |
|
138 |
Tax losses for which no deferred tax asset was recognised |
|
|
|
|
|
(222) |
|
(145) |
Share based incentive charge greater than value of shares |
|
|
|
|
|
(167) |
|
- |
Fair value adjustments on minority shareholder put options |
|
|
|
|
|
553 |
|
(915) |
Notional interest of deferred consideration |
|
|
|
|
|
(48) |
|
(77) |
Impairment of goodwill |
|
|
|
|
|
(925) |
|
- |
Total taxation |
|
|
|
|
|
3,904 |
|
3,530 |
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
9. Dividends
Year ended 31 December |
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
£'000 |
|
£'000 |
|
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|
|
|
|
|
|
|
|
|
2007 final dividend 2.75p (2006 2.43p) |
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|
|
|
|
1,658 |
|
1,300 |
2008 interim dividend 0.87p (2007 0.87p) |
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|
|
|
|
529 |
|
513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,187 |
|
1,813 |
The directors propose a final dividend of 2.75 pence per share (2007: 2.75 pence per share) payable on 10 July 2009 to shareholders who are on the register at 12 June 2009. This final dividend, amounting to £1,672k (2007: £1,658k) has not been recognised as a liability in these preliminary statements.
Dividends relate to the profit of the following years:
Year ended 31 December |
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|
|
|
|
2008 |
|
2007 |
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£'000 |
|
£'000 |
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||
Interim dividends |
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|
529 |
|
513 |
||
Final dividends |
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|
|
|
1,672 |
|
1,658 |
||
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|
|
|
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||
Total dividend that relates to the year |
|
|
|
|
|
2,201 |
|
2,171 |
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The headline dividend cover is: |
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Headline profit after tax attributable to equity shareholders |
|
|
|
|
|
9,024 |
|
7,046 |
||
Total dividend that relates to the year |
|
|
|
|
|
2,201 |
|
2,171 |
||
Headline dividend cover |
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|
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|
4.1 |
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3.2 |
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M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
10. RESERVES
|
Share capital |
Share premium |
Merger reserve |
Treasury reserve |
Minority interest put option reserve |
Foreign exchange reserve |
Retained earnings |
Subtotal |
Minority interests |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
1 January 2007 |
542 |
9,618 |
14,756 |
(792) |
(13,318) |
(371) |
(1,261) |
9,174 |
576 |
9,750 |
|
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Issue of shares for |
|
|
|
|
|
|
|
|
|
|
- acquisitions |
55 |
3,118 |
5,529 |
- |
- |
- |
- |
8,702 |
- |
8,702 |
- share save |
- |
22 |
- |
- |
- |
- |
- |
22 |
- |
22 |
Exchange rate movements |
- |
- |
- |
- |
- |
834 |
- |
834 |
(1) |
833 |
Tax on items taken directly to equity |
- |
- |
- |
- |
- |
(145) |
- |
(145) |
- |
(145) |
Exercise of minority put options |
- |
- |
- |
- |
8,741 |
- |
8,353 |
17,094 |
- |
17,094 |
New minority shareholder put options |
- |
- |
- |
- |
(2,299) |
- |
- |
(2,299) |
- |
(2,299) |
Transfer to minority reserves |
- |
- |
- |
- |
- |
- |
(191) |
(191) |
191 |
- |
Other |
- |
- |
- |
- |
- |
- |
275 |
275 |
25 |
300 |
Equity settled share based payments |
- |
- |
- |
- |
- |
- |
432 |
432 |
- |
432 |
Dividends |
- |
- |
- |
- |
- |
- |
(1,813) |
(1,813) |
(1,404) |
(3,217) |
Profit for the year |
- |
- |
- |
- |
- |
- |
3,258 |
3,258 |
1,168 |
4,426 |
31 December 2007 |
597 |
12,758 |
20,285 |
(792) |
(6,876) |
318 |
9,053 |
35,343 |
555 |
35,898 |
|
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Issue of shares for acquisitions |
18 |
- |
1,925 |
- |
- |
- |
- |
1,943 |
- |
1,943 |
Repayment of minority share capital |
- |
- |
- |
- |
- |
- |
- |
- |
(38) |
(38) |
Exchange rate movements |
- |
- |
- |
- |
- |
2,242 |
- |
2,242 |
161 |
2,403 |
Tax on items taken directly to equity |
- |
- |
- |
- |
- |
(311) |
- |
(311) |
- |
(311) |
Exercise of minority put options |
- |
- |
- |
- |
2,413 |
- |
2,657 |
5,070 |
- |
5,070 |
Transfer to minority reserves |
- |
- |
- |
- |
- |
- |
(212) |
(212) |
212 |
- |
Transfer of reserves |
- |
- |
(433) |
- |
- |
- |
433 |
- |
- |
- |
Equity settled share based payments |
- |
- |
- |
- |
- |
- |
104 |
104 |
- |
104 |
Dividends |
- |
- |
- |
- |
- |
- |
(2,187) |
(2,187) |
(648) |
(2,835) |
Profit for the year |
- |
- |
- |
- |
- |
- |
6,021 |
6,021 |
568 |
6,589 |
31 December 2008 |
615 |
12,758 |
21,777 |
(792) |
(4,463) |
2,249 |
15,869 |
48,013 |
810 |
48,823 |
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
11. Cash generated from operations
Year ended |
|
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
104,383 |
|
87,620 |
Operating expenses |
|
|
|
|
|
|
(93,617) |
|
(78,006) |
Operating Profit |
|
|
|
|
|
|
10,766 |
|
9,614 |
|
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
Depreciation of plant and equipment |
|
|
|
|
|
|
1,631 |
|
1,463 |
Loss / (profit) on sale of plant and equipment |
|
|
|
|
|
|
15 |
|
(36) |
Loss / (profit) on sale of intangible assets |
|
|
|
|
|
|
5 |
|
(2) |
Impairment and amortisation on acquired intangible assets |
|
|
|
|
|
|
2,127 |
|
608 |
Impairment of goodwill |
|
|
|
|
|
|
846 |
|
- |
Amortisation of capitalised software intangible assets |
|
|
|
|
|
|
75 |
|
106 |
Non-cash share based incentive plans |
|
|
|
|
|
|
133 |
|
432 |
Operating cash flow before movements in working capital and provisions |
|
|
|
|
|
|
15,598 |
|
12,185 |
Decrease / (increase) in trade and other receivables |
|
|
|
|
|
|
17,615 |
|
(22,064) |
(Decrease) / increase in trade and other payables |
|
|
|
|
|
|
(18,163) |
|
18,870 |
|
|
|
|
|
|
|
|
|
|
Net cash inflow from operating activities |
|
|
|
|
|
|
15,050 |
|
8,991 |
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
NOTES TO THE PRELIMINARY STATEMENTS
YEAR ENDED 31 DECEMBER 2008
12. Cash consumed by acquisitions
Year ended |
|
|
|
|
|
|
2008 |
|
2007 |
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
Cash consideration including capitalised acquisition costs |
|
|
|
|
|
|
|
|
|
2007 Acquisitions: |
|
|
|
|
|
|
|
|
|
- M&C Saatchi Berlin Gmbh |
|
|
|
|
|
|
- |
|
(358) |
- Talk PR Ltd |
|
|
|
|
|
|
- |
|
(3) |
- Clear Ideas Ltd |
|
|
|
|
|
|
(2,405) |
|
(14,508) |
- Walker Media Holdings Ltd (acquisition of 19.5%) |
|
|
|
|
|
|
(5,369) |
|
(8,922) |
|
|
|
|
|
|
|
|
|
|
2008 Acquisitions: |
|
|
|
|
|
|
|
|
|
- Walker Media Holdings Ltd (acquisition of 5.5%) |
|
|
|
|
|
|
(3,889) |
|
- |
- The Immediate Sales Company Ltd |
|
|
|
|
|
|
(3) |
|
- |
- Play London Ltd |
|
|
|
|
|
|
(43) |
|
- |
- F5 |
|
|
|
|
|
|
(71) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,780) |
|
(23,791) |
Less cash and cash equivalents acquired |
|
|
|
|
|
|
- |
|
776 |
|
|
|
|
|
|
|
(11,780) |
|
(23,015) |
|
|
|
|
|
|
|
|
|
|
Purchase of associate (Zapping, Spain, 2007 acquisition) |
|
|
|
|
|
|
(2,376) |
|
(1,587) |
|
|
|
|
|
|
|
|
|
|
Total payments made in the year relating to acquisitions |
|
|
|
(14,156) |
|
(24,602) |