M&C SAATCHI PLC
INTERIM RESULTS
SIX MONTHS TO
30 JUNE 2010
30 September 2010
GROUP INTERIM HIGHLIGHTS
· Total revenues up 17% to £58.2m (2009: £49.8m)
· Like-for-like revenue up 11% at £55.3m (2009: £49.8m)
· Headline* operating profit up 13% to £6.3m (2009: £5.5m)
· Headline* profit before tax up 17% to £6.3m (2009: £5.4m)
· Headline* basic earnings per share up 23% to 6.49p (2009: 5.27p)
· Interim dividend held at 0.87p
David Kershaw, Chief Executive, said:
"The Group has started the year well in what remains a challenging market. We have delivered significant revenue momentum and good earnings growth - with revenue and headline profit before tax both up 17% on last year and organic revenues up 11%.
"These results have been driven by both new business wins and continued cost control. The work we have done to expand geographically with new office openings and leverage of our brands across that network is starting to bear fruit. In overall terms, the business remains in good shape with positive cash flows and a strong balance sheet.
"Looking ahead, the environment remains uncertain with limited visibility. Current trading, however, is strong and we continue to manage resources tightly while also seeking further opportunities that will provide the basis for future growth. We therefore remain confident that M&C Saatchi plc will continue to make good progress in the full year and beyond."
For further information please call:
M&C Saatchi 020-7543-4500
David Kershaw
Tulchan Communications 020-7353-4200
Susanna Voyle
Ashling Cashmore
Numis Securities 020-7260-1000
Richard Thomas, NOMAD
Charles Farquhar, corporate broking
* Headline results are stated before accounting for the amortisation of acquired intangibles (including goodwill), the fair value adjustment to minority put option liabilities and call option revaluations. The reconciliation of the difference between the headline results and the reported results is set out in note 4 on page 15. The like-for-like revenue comparisons referred to in this report are stated after excluding the impact of foreign currency movements and of discontinued operations.
SUMMARY OF RESULTS
Overview
The Board of M&C Saatchi plc announces the unaudited results for the six months ended 30 June 2010.
We are pleased to report a good set of results for the first six months of 2010 which saw revenue growth of 17% to £58.2m (2009: £49.8m). Like-for-like revenue growth, which excludes the impact of exchange rate movements, acquisitions and discontinued operations, increased by 11% to £55.3m.
Headline operating profit increased 13% to £6.3m (2009: £5.5m). Regionally, there was an especially good first half performances from Europe and, in terms of divisions, from Clear. The headline operating margin dipped from 11.1% in 2009 to 10.7%, with some erosion from pricing pressure in Asia and Australasia.
There was a modest net interest charge of £37k (2009: £63k) and a profit contribution of £31k from the Group's associate in Spain (2009: loss of £107k). This left a headline profit before tax for the Group of £6.3m (2009: £5.4m), up 17% on last year.
The Group's headline tax rate has increased to 36.2% (2009: 34.5%), due to IFRS 3 no longer allowing investment expenses, on which we do not get a tax credit, to be capitalised and the return to profit of our higher tax rate US operations.
In addition, the non controlling interest charge reduced to £8k (2009: £263k) as under IAS27 losses are now attributable to minority shareholders as well as profits.
The headline profit attributable to the equity shareholders of the Group increased 24% to £4.0m.
Headline basic EPS grew 23% to 6.49p (2009: 5.27p).
As at 30 June 2010 the Group had net cash of £6.4m. Cash balances across the Group stood at £12.8m, down from £15.1m at the end of 2009, and we were utilising £6.4m of the £18.0m three-year facility provided by RBS, which continues until 2011.
During the period the Group generated free cash flow of £4.2m. There was a working capital outflow of £6.0m and £1.9m paid in dividends. The Group paid £2.6m for acquisitions that held £1.1m of cash (further detail is set out in note 11 to the interim accounts). The Group received £0.6m as a down payment on disposal of a non-controlling shareholding and £2.0m from debt drawdown. Exchange rate movements meant our cash position improved by £0.3m. The total net outflow was £2.3m.
While the business has made good progress in the first half, the outlook remains uncertain and, given this backdrop, the Board has decided to hold the interim dividend at 0.87p a share. This is a reflection of the fact that the dividend has been held since 2008, in the face of the difficult economic conditions. The Board is mindful of the need to provide a progressive dividend and will review the full-year payout in the light of that need and the performance for the year as a whole at a time when we should have greater clarity on the outlook for the Group and the markets in which we operate.
REVIEW OF OPERATIONS
UK
Trading in the UK remained tough. The new business performance was very good with notable wins from iShares, Mail on Sunday, Network Rail, the Olympic Delivery Authority, Bathstore, the Conservative Party, FTI Consulting, the Turkish Tourist Board, IKEA and Netjets. There were, however, client losses. We completed 2009 without any major client reviews. This year, however, we have lost Fosters, Lucozade and Halfords on the content front after reviews. In addition, the Change4Life campaign has been cancelled as part of the new Government's cost-saving measures.
Revenue increased by 6% to £25.3m (2009: £23.8m) and the headline operating profit increased to £5.3m (2009: £5.0m). Excluding the impact of the Group recharges, the headline operating margin was steady at 21.0% (2009: 21.1%), which was especially pleasing in the context of a very competitive media buying market.
Clear
Clear, our project-based consultancy, started the year positively after a difficult couple of years. Revenue rose 14% to £5.4m (2009: £4.7m) and Clear's operating margin increased to 22.3% (2009: 19.6%).The new offices in the US and Asia are trading well and a further office has been opened in Australia. New assignments have been won from Barclays, Celgene, Coors, Philips and Skandia.
Europe
The market within Continental Europe remained as challenging as in the UK. Our offices, however, performed favourably in the first half, in particular in Germany. Revenues increased 11% to £5.1m (2009: £4.6m).
Using constant exchange rates and stripping out the effect of the Sterling strengthening, revenue increased by 14%.
Asia and Australasia
Asia and Australasia returned a comparatively strong performance in revenue terms. On a like-for-like basis and using constant exchange rates, revenue increased by 14%. Operating profit, however, rose by 9%, with some erosion of operating margin which fell to 7.9% from 9.6% in 2009, primarily due to pricing pressure in the Australian market.
Australia had a good first six months, with important new business wins from Brand Australia, David Jones and ING. Greater China (Beijing, Shanghai, Guangzhow and Hong Kong) continued to gain momentum, while Malaysia added a strong profit contribution and won new business from Volkswagen, the Malaysian stock exchange Bursa Malaysia and MAB (who manage and run all Malaysian airports). Elsewhere in the region, New Zealand and India were relatively weak.
Americas
Los Angeles made a good start to the year, winning business from the California Department of Public Health, Epson and the Hotel Bel Air. Brazil's trading improved and they are approaching profitability after 18 months of operation. Total Americas revenues using constant exchange rates were up 27%, with published revenues of £1.7m (2009: £1.3m).
New Offices
We opened new offices in Cape Town in February and in Milan in June. It is still very early in their life cycle, but they are trading in line with expectations. During the period the new offices contributed £0.2m of new revenue and incurred an operating loss of £0.3m.
Outlook
Looking ahead, the environment remains uncertain with limited visibility around our clients' exposure to economic pressures. Current trading, however, is strong and we continue to manage resources tightly while also seeking further opportunities that will provide the basis for future growth. We therefore remain confident that M&C Saatchi plc will continue to make good progress in the full year and beyond.
This report comments on the unaudited consolidated income statement of M&C Saatchi plc (the "Group") for the six months to 30 June 2010 compared with unaudited consolidated income statement for the same period in 2009. The report also comments on the numbers before accounting for the amortisation of acquired intangibles (including goodwill), the fair value adjustment to minority put option liabilities and call option revaluations.
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED INCOME STATEMENT
AT 30 JUNE 2010
|
|
|
Six months ended 30 June 2010
|
|
|
|
Six months ended 30 June 2009
|
|
Year ended 31 December 2009
|
|
Note |
|
£000 |
|
|
|
£000 |
|
£000 |
|
|
|
|
|
|
|
|
|
|
Billings |
|
|
217,006 |
|
|
|
174,622 |
|
370,764 |
|
|
|
|
|
|
|
|
|
|
Revenue |
4 |
|
58,227 |
|
|
|
49,801 |
|
103,435 |
|
|
|
|
|
|
|
|
|
|
Operating costs |
|
|
(52,088) |
|
|
|
(44,339) |
|
(93,257) |
|
|
|
|
|
|
|
|
|
|
Operating profit |
4 |
|
6,139 |
|
|
|
5,462 |
|
10,178 |
|
|
|
|
|
|
|
|
|
|
Share of results of associates |
|
|
31 |
|
|
|
(107) |
|
64 |
Finance income |
6 |
|
127 |
|
|
|
564 |
|
386 |
Finance costs |
7 |
|
(1,456) |
|
|
|
(198) |
|
(369) |
|
|
|
|
|
|
|
|
|
|
Profit before taxation |
4 |
|
4,841 |
|
|
|
5,721 |
|
10,259 |
|
|
|
|
|
|
|
|
|
|
Taxation on profits |
8 |
|
(2,232) |
|
|
|
(1,865) |
|
(3,666) |
|
|
|
|
|
|
|
|
|
|
Profit for the financial period |
|
|
2,609 |
|
|
|
3,856 |
|
6,593 |
|
|
|
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
|
|
|
|
Equity shareholders of the Group |
4 |
|
2,601 |
|
|
|
3,593 |
|
6,223 |
Non controlling interest |
|
|
8 |
|
|
|
263 |
|
370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,609 |
|
|
|
3,856 |
|
6,593 |
|
|
|
|
|
|
|
|
|
|
Earnings per share |
4 |
|
|
|
|
|
|
|
|
Basic |
|
|
4.22p |
|
|
|
5.90p |
|
10.17p |
Diluted |
|
|
4.09p |
|
|
|
5.75p |
|
9.69p |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AT 30 JUNE 2010
|
|
|
Six months ended 30 June 2010
|
|
|
|
Six months ended 30 June 2009
|
|
Year ended 31 December 2009
|
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
Profit for the period |
|
|
2,609 |
|
|
|
3,856 |
|
6,593 |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations before tax |
|
|
(313) |
|
|
|
(990) |
|
(193) |
Tax benefit / (expense) |
|
|
- |
|
|
|
135 |
|
92 |
Other comprehensive income for the period net of tax |
|
|
(313) |
|
|
|
(855) |
|
(101) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
2,296
|
|
|
|
3,001
|
|
6,492 |
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
|
Equity shareholders of the Group |
|
|
2,288 |
|
|
|
2,802 |
|
6,122 |
Non controlling interests |
|
|
8 |
|
|
|
199 |
|
370 |
|
|
|
2,296 |
|
|
|
3,001 |
|
6,492 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED BALANCE SHEET
AT 30 JUNE 2010
|
|
|
30 June 2010 |
|
|
|
30 June 2009 |
|
31 December 2009
|
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
NON CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
60,957 |
|
|
|
58,209 |
|
58,394 |
Investments in associates |
|
|
1,745 |
|
|
|
1,585 |
|
1,730 |
Plant and equipment |
|
|
4,415 |
|
|
|
3,977 |
|
4,353 |
Deferred tax assets |
|
|
1,919 |
|
|
|
1,919 |
|
1,900 |
Other non current assets |
|
|
4,224 |
|
|
|
1,543 |
|
1,787 |
|
|
|
73,260 |
|
|
|
67,233 |
|
68,164 |
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
57,429 |
|
|
|
49,581 |
|
53,844 |
Current tax assets |
|
|
83 |
|
|
|
781 |
|
89 |
Cash and cash equivalents |
|
|
12,809 |
|
|
|
4,470 |
|
15,111 |
|
|
|
70,321 |
|
|
|
54,832 |
|
69,044 |
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
(71,407) |
|
|
|
(57,197) |
|
(72,278) |
Current tax liabilities |
|
|
(1,794) |
|
|
|
(2,778) |
|
(2,000) |
Other financial liabilities |
|
|
(954) |
|
|
|
(3) |
|
(26) |
Deferred and contingent consideration |
|
|
(1,665) |
|
|
|
(229) |
|
(229) |
Minority shareholder put options liabilities |
|
|
(964) |
|
|
|
(508) |
|
(1,089) |
|
|
|
(76,784) |
|
|
|
(60,715) |
|
(75,622) |
|
|
|
|
|
|
|
|
|
|
Net current liabilities |
|
|
(6,463) |
|
|
|
(5,883) |
|
(6,578) |
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
66,797 |
|
|
|
61,350 |
|
61,586 |
|
|
|
|
|
|
|
|
|
|
Non current liabilities |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
(836) |
|
|
|
(924) |
|
(871) |
Other financial liabilities |
|
|
(5,484) |
|
|
|
(4,861) |
|
(4,447) |
Deferred and contingent consideration |
|
|
- |
|
|
|
- |
|
- |
Minority shareholder put options liabilities |
|
|
(11,250) |
|
|
|
(1,824) |
|
(2,834) |
Other non current liabilities |
|
|
(425) |
|
|
|
(524) |
|
(318) |
|
|
|
(17,995) |
|
|
|
(8,133) |
|
(8,470) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
48,802 |
|
|
|
53,217 |
|
53,116 |
|
|
|
|
|
|
|
|
|
|
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED BALANCE SHEET (CONTINUED)
AT 30 JUNE 2010
|
|
|
30 June 2010 |
|
|
|
30 June 2009 |
|
31 December 2009
|
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
623 |
|
|
|
622 |
|
622 |
Share premium |
|
|
12,758 |
|
|
|
12,758 |
|
12,758 |
Merger reserve |
|
|
21,922 |
|
|
|
22,257 |
|
22,258 |
Treasury reserve |
|
|
(792) |
|
|
|
(792) |
|
(792) |
Minority interest put option reserve |
|
|
(11,260) |
|
|
|
(4,062) |
|
(3,480) |
Non controlling interest acquired |
|
|
(119) |
|
|
|
- |
|
- |
Foreign exchange reserve |
|
|
1,835 |
|
|
|
1,458 |
|
2,148 |
Retained earnings |
|
|
23,044 |
|
|
|
20,110 |
|
18,832 |
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE GROUP |
|
|
48,011 |
|
|
|
52,351 |
|
52,346 |
|
|
|
|
|
|
|
|
|
|
Non Controlling interestS |
|
|
791 |
|
|
|
866 |
|
770 |
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
48,802 |
|
|
|
53,217 |
|
53,116 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
SIX MONTHS ENDED 30 JUNE 2010
|
Share capital |
Share premium |
Merger reserve |
Treasury reserve |
Minority interest put option reserve |
Non controlling interest acquired |
Translation of foreign operations |
Retained earnings |
Subtotal |
Non Controlling interests |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2008 |
615 |
12,758 |
21,777 |
(792) |
(4,463) |
- |
2,249 |
15,869 |
48,013 |
810 |
48,823 |
|
|
|
|
|
|
|
|
|
|
|
|
Reserve movements for the Year ending 31 December 2009 |
|
||||||||||
Issue of shares for acquisitions |
7 |
- |
481 |
- |
- |
- |
- |
- |
488 |
(58) |
430 |
Issue of shares to minority |
- |
- |
- |
- |
- |
- |
- |
- |
- |
104 |
104 |
Exchange rate movements |
- |
- |
- |
- |
(10) |
- |
- |
- |
(10) |
(46) |
(56) |
Exercise of minority put options |
- |
- |
- |
- |
401 |
- |
- |
537 |
938 |
- |
938 |
Issue of minority put options |
- |
- |
- |
- |
(1,737) |
- |
- |
- |
(1,737) |
- |
(1,737) |
Cancellation of minority put options |
- |
- |
- |
- |
2,329 |
- |
- |
(1,829) |
500 |
- |
500 |
Equity settled share based payments |
- |
- |
- |
- |
- |
- |
- |
251 |
251 |
- |
251 |
Dividends |
- |
- |
- |
- |
- |
- |
- |
(2,219) |
(2,219) |
(410) |
(2,629) |
Total comprehensive income for the year |
- |
- |
- |
- |
- |
- |
(101) |
6,223 |
6,122 |
370 |
6,492 |
31 December 2009 |
622 |
12,758 |
22,258 |
(792) |
(3,480) |
- |
2,148 |
18,832 |
52,346 |
770 |
53,116 |
|
|
|
|
|
|
|
|
|
|
|
|
Reserve movements for the Six months ending 30 June 2010 |
|
||||||||||
Issue of shares to new minorities |
- |
- |
- |
- |
- |
- |
- |
- |
- |
23 |
23 |
Acquisitions |
- |
- |
- |
- |
- |
- |
- |
- |
- |
200 |
200 |
Exchange rate movements |
- |
- |
- |
- |
(1) |
- |
- |
- |
(1) |
7 |
6 |
Exercise of share options |
1 |
- |
- |
- |
- |
- |
- |
(1) |
- |
- |
- |
Issue of minority put options |
- |
- |
- |
- |
(7,852) |
- |
- |
- |
(7,852) |
- |
(7,852) |
Non controlling interest disposed |
- |
- |
(336) |
- |
- |
- |
- |
3,200 |
2,864 |
- |
2,864 |
Non controlling interest acquired |
- |
- |
- |
- |
73 |
(119) |
- |
- |
(46) |
- |
(46) |
Equity settled share based payments |
- |
- |
- |
- |
- |
- |
- |
185 |
185 |
- |
185 |
Reclassification of cash to share settled options |
- |
- |
- |
- |
- |
- |
- |
(215) |
(215) |
- |
(215) |
Reclassification of share to cash settled options |
- |
- |
- |
- |
- |
- |
- |
134 |
134 |
- |
134 |
Dividends |
- |
- |
- |
- |
- |
- |
- |
(1,692) |
(1,692) |
(217) |
(1,909) |
Total comprehensive income for the period |
- |
- |
- |
- |
- |
- |
(313) |
2,601 |
2,288 |
8 |
2,296 |
30 June 2010 |
623 |
12,758 |
21,922 |
(792) |
(11,260) |
(119) |
1,835 |
23,044 |
48,011 |
791 |
48,802 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
SIX MONTHS ENDED 30 JUNE 2010
|
Share capital |
Share premium |
Merger reserve |
Treasury reserve |
Minority interest put option reserve |
Non controlling interest acquired |
Translation of foreign operations |
Retained earnings |
Subtotal |
Non Controlling interests |
Total |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2008 |
615 |
12,758 |
21,777 |
(792) |
(4,463) |
- |
2,249 |
15,869 |
48,013 |
810 |
48,823 |
|
|
|
|
|
|
|
|
|
|
|
|
Reserve movements for the Six month ending 30 June 2009 |
|
||||||||||
Issue of shares to new minorities |
- |
- |
- |
- |
- |
- |
- |
- |
- |
102 |
102 |
Issue of shares for acquisitions |
7 |
- |
480 |
- |
- |
- |
- |
- |
487 |
- |
487 |
Exercise of minority put options |
- |
- |
- |
- |
401 |
- |
- |
537 |
938 |
(57) |
881 |
Equity settled share based payments |
- |
- |
- |
- |
- |
- |
- |
111 |
111 |
- |
111 |
Dividends |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(188) |
(188) |
Total comprehensive income for the period |
- |
- |
- |
- |
- |
- |
(791) |
3,593 |
2,802 |
199 |
3,001 |
30 June 2009 |
622 |
12,758 |
22,257 |
(792) |
(4,062) |
- |
1,458 |
20,110 |
52,351 |
866 |
53,217 |
M&C SAATCHI PLC
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
SIX MONTHS ENDED 30 JUNE 2010
|
|
|
Six months ended 30 June 2010 |
|
|
|
Six months ended 30 June 2009 |
|
Year ended 31 December 2009 |
|
Notes |
|
£000 |
|
|
|
£000 |
|
£000 |
|
|
|
|
|
|
|
|
|
|
Cash generated from operations |
10 |
|
1,227 |
|
|
|
688 |
|
16,971 |
Tax paid |
|
|
(2,136) |
|
|
|
(1,923) |
|
(4,024) |
Net cash (Out) / In flow from operating activities |
|
|
(909) |
|
|
|
(1,235) |
|
12,947 |
|
|
|
|
|
|
|
|
|
|
Acquisitions |
11 |
|
(1,525) |
|
|
|
(333) |
|
(536) |
Disposals of non controlling shareholding |
|
|
581 |
|
|
|
- |
|
- |
Proceeds from sale of plant and equipment |
|
|
- |
|
|
|
9 |
|
10 |
Purchase of plant and equipment |
|
|
(747) |
|
|
|
(863) |
|
(1,715) |
Purchase of capitalised software |
|
|
(68) |
|
|
|
(28) |
|
(82) |
Dividends received from associates |
|
|
- |
|
|
|
- |
|
38 |
Interest earned from cash held by trading entities |
|
|
110 |
|
|
|
134 |
|
215 |
Net cash consumed by investing activities |
|
|
(1,649)
|
|
|
|
(1,081)
|
|
(2,070) |
|
|
|
|
|
|
|
|
|
|
Dividends paid |
|
|
(1,692) |
|
|
|
- |
|
(2,219) |
Minority dividends paid |
|
|
(217) |
|
|
|
(189) |
|
(410) |
Subsidiaries' sale of own shares to minorities |
|
|
10 |
|
|
|
111 |
|
118 |
Repayment of finance leases |
|
|
(16) |
|
|
|
(12) |
|
(29) |
Inception of bank loans |
|
|
3,421 |
|
|
|
- |
|
1 |
Repayment of bank loans |
|
|
(1,370) |
|
|
|
(1,705) |
|
(2,154) |
Interest paid |
|
|
(140) |
|
|
|
(197) |
|
(350) |
Interest on finance leases |
|
|
- |
|
|
|
- |
|
(1) |
Net cash consumed from financing activities |
|
|
(4)
|
|
|
|
(1,992)
|
|
(5,044) |
|
|
|
|
|
|
|
|
|
|
Net (decrease) / increase in cash and cash equivalents |
|
|
(2,562)
|
|
|
|
(4,308)
|
|
5,833 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
|
15,111 |
|
|
|
9,271 |
|
9,271 |
Effect of exchange rate changes |
|
|
260 |
|
|
|
(493) |
|
7 |
Cash and cash equivalents at the end of the period |
|
|
12,809
|
|
|
|
4,470
|
|
15,111 |
|
|
|
|
|
|
|
|
|
|
1. GENERAL INFORMATION
The Company is a public limited company incorporated and domiciled in the UK. The address of its registered office is 36 Golden Square, London W1F 9EE.
The Company has its primary listing on the AIM market of the London Stock Exchange.
This consolidated half-yearly financial information was approved for issue on 29 September 2010.
These results do not constitute the Group's statutory accounts. The information presented in relation to 31 December 2009 is extracted from the statutory financial statements for the year then ended and which have been delivered to the Registrar of Companies. The auditors' report on the statutory financial statements for the year ended 31 December 2009 was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report(s) and did not contain statements under Section 498 (2) or (3) of the Companies Act 2006.
2. Basis of preparation
This consolidated half-yearly financial information for the half-year ended 30 June 2010 has been prepared in accordance with the AIM Rules for companies. The half-yearly consolidated financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2009.
3. Accounting policies
The financial information in these interim results is that of the holding company and all of its subsidiaries (the Group). It has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2009 and which will form the basis of the 2010 financial statements, except as described below.
The Group has decided to define its new offices segment, as new offices created in the year (in our 2009 financial statements we stated that this segment would be for the first 2 years of a new office's life). This change has no effect, and would have no affect if it was reapplied to our 2009 financial statements.
A number of new and amended standards become effective for periods beginning on or after 1 January 2010. The principal changes that are relevant to the Group are:
IFRS 3 Business Combinations (Revised); apart from no longer capitalising acquisition expenses, there has been no effect on the reported results or previous financial position of the Group.
IAS 27 Consolidated and separate financial statements (as amended) has had no effect on the previous financial position of the Group. However it has affected the reported results of the Group in the following ways:-
a) Non controlling interests. Where we have a loss making subsidiary whose losses are funded by the Group, previously and as stated in 2009 results 100% of those losses would be attributable to Equity holders of the Group, in 2010 the losses are shared between the Group and the non controlling interest, in proportion to the interests in the subsidiary. This change has resulted in the half years 2010 profits attributable to equity shareholders of the Group increasing by £273k.
b) Disposals of subsidiaries equity that does not affect control, no longer affect the value of Goodwill or create a profit / loss on disposal in the income statement. Proceeds less transfer to non controlling interests are credited directly to retained earnings. In the event that equity had previously been acquired under this revised standard then such a disposal will result in a release from Non controlling interest acquired reserve to retained earnings.
c) Acquisition of subsidiaries equity that does not affect control, no longer changes the value of Goodwill. If a minority interest put option exists then the amount paid is provided by the minority shareholder put option liability, and its related minority interest put option reserve is taken to Non controlling interest acquired reserve. If no minority interest put option exists then the amount paid is taken to Non controlling interest acquired reserve. In both cases the share of net assets in Non controlling interest reserve, is transferred to the Non controlling interest acquired reserve.
4. Earnings per share and reconciliation between headline and statutory results
Six months ended 30 June 2010 |
|
Reported results |
Amortisation of acquired intangibles |
Fair value adjustments to minority put option liabilities |
Revaluation of call option |
Headline & Segmental results |
|
|
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
Revenue |
|
58,227 |
- |
- |
- |
58,227 |
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
6,139 |
120 |
- |
- |
6,259 |
|
|
Share of results of associates |
|
31 |
- |
- |
- |
31 |
|
|
Finance income |
|
127 |
- |
- |
- |
127 |
|
|
Finance expense |
|
(1,456) |
- |
1,299 |
(6) |
(163) |
|
|
Profit before taxation |
|
4,841 |
120 |
1,299 |
(6) |
6,254 |
|
|
Taxation |
|
(2,232) |
(19) |
- |
- |
(2,251) |
|
|
Profit after taxation |
|
2,609 |
101 |
1,299 |
(6) |
4,003 |
|
|
Non controlling interest |
|
(8) |
- |
- |
- |
(8) |
|
|
Profit attributable to equity holders of the Group |
|
|
||||||
|
|
2,601 |
101 |
1,299 |
(6) |
3,995 |
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE |
|
|
||||||
|
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) |
|
61,572 |
|
|
|
61,572 |
|
|
BASIC EPS |
|
4.22p |
|
|
|
6.49p |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
||||||
|
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) as above |
|
61,572 |
|
|
|
61,572 |
|
|
Add |
|
|
|
|
|
|
|
|
- UK growth shares |
|
976 |
|
|
|
976 |
|
|
- Float options |
|
128 |
|
|
|
128 |
|
|
- LTIP options |
|
929 |
|
|
|
929 |
|
|
Total |
|
63,605 |
|
|
|
63,605 |
|
|
DILUTED EARNINGS PER SHARE |
|
4.09p |
|
|
|
6.28p |
|
|
Six months ended 30 June 2009 |
Reported results |
Amortisation of acquired intangibles |
Fair value adjustments to minority put option liabilities |
Notional interest on deferred consideration |
Headline & Segmental |
|
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
Revenue |
|
49,801 |
- |
- |
- |
49,801 |
|
|
|
|
|
|
|
Operating profit |
|
5,462 |
65 |
- |
- |
5,527 |
Share of results of associates |
|
(107) |
- |
- |
- |
(107) |
Finance income |
|
564 |
- |
(429) |
- |
135 |
Finance expense |
|
(198) |
- |
- |
- |
(198) |
Profit before taxation |
|
5,721 |
65 |
(429) |
- |
5,357 |
Taxation |
|
(1,865) |
(19) |
- |
- |
(1,884) |
Profit AFTER taxation |
|
3,856 |
46 |
(429) |
- |
3,473 |
Non controlling interest |
|
(263) |
- |
- |
- |
(263) |
Profit attributable to equity holders of the Group |
||||||
|
|
3,593 |
46 |
(429) |
- |
3,210 |
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE |
||||||
|
|
|
|
|
|
|
Weighted average number of shares (thousands) |
|
60,911 |
|
|
|
60,911 |
|
|
|
|
|
|
|
BASIC EPS |
|
5.90p |
|
|
|
5.27p |
|
|
|
|
|
|
|
Diluted earnings per share |
||||||
|
|
|
|
|
|
|
Weighted average number of shares (thousands) as above |
|
60,911 |
|
|
|
60,911 |
Add |
|
|
|
|
|
|
- Float options |
|
411 |
|
|
|
411 |
- LTIP options |
|
1,144 |
|
|
|
1,144 |
Total |
|
62,466 |
|
|
|
62,466 |
DILUTED EARNINGS PER SHARE |
|
5.75p |
|
|
|
5.14p |
Year ended 31 December 2009 |
|
Reported results |
Amortisation of acquired intangibles |
Loss on disposal of acquired intangibles |
Fair value adjustments to minority put option liabilities |
Revaluation of call option |
Headline & Segmental results |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
Revenue |
|
103,435 |
- |
- |
- |
- |
103,435 |
|
|
|
|
|
|
|
|
Operating profit |
|
10,178 |
159 |
23 |
- |
- |
10,360 |
Share of results of associates |
|
64 |
- |
- |
- |
- |
64 |
Finance income |
|
386 |
- |
- |
(157) |
- |
229 |
Finance expense |
|
(369) |
- |
- |
- |
4 |
(365) |
Profit before taxation |
|
10,259 |
159 |
23 |
(157) |
4 |
10,288 |
Taxation |
|
(3,666) |
(37) |
- |
- |
- |
(3,703) |
Profit after taxation |
|
6,593 |
122 |
23 |
(157) |
4 |
6,585 |
Non controlling interest |
|
(370) |
- |
- |
- |
- |
(370) |
Profit attributable to equity holders of the Group |
|
||||||
|
|
6,223 |
122 |
23 |
(157) |
4 |
6,215 |
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE |
|
||||||
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) |
|
61,218 |
|
|
|
|
61,218 |
BASIC EPS |
|
10.17p |
|
|
|
|
10.15p |
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
||||||
|
|
|
|
|
|
|
|
Weighted average number of shares (thousands) as above |
|
61,218 |
|
|
|
|
61,218 |
Add |
|
|
|
|
|
|
|
- UK growth shares |
|
1,583 |
|
|
|
|
1,583 |
- Float options |
|
411 |
|
|
|
|
411 |
- LTIP options |
|
1,034 |
|
|
|
|
1,034 |
Total |
|
64,246 |
|
|
|
|
64,246 |
DILUTED EARNINGS PER SHARE |
|
9.69p |
|
|
|
|
9.67p |
NOTES TO THE INTERIM STATEMENTSSIX MONTHS ENDED 30 JUNE 2010
5. SEGMENTAL INFORMATION
This segmental information is reconciled to the statutory results in Note 4.
Six months to 30 June 2010 |
|
UK |
Europe |
Asia & Australasia |
Americas |
New Offices |
Clear |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
REVENUE |
|
25,266 |
5,121 |
20,539 |
1,718 |
231 |
5,352 |
58,227 |
|
|
|
|
|
|
|
|
|
OPERATING PROFIT EXCLUDING GROUP COSTS |
5,296 |
591 |
1,613 |
(103) |
(342) |
1,193 |
8,248 |
|
Group costs |
|
(1,764) |
(37) |
(180) |
(8) |
- |
- |
(1,989) |
Operating profit |
|
3,532 |
554 |
1,433 |
(111) |
(342) |
1,193 |
6,259 |
Share of result of associate |
- |
31 |
- |
- |
- |
- |
31 |
|
Finance income |
|
61 |
2 |
58 |
1 |
2 |
3 |
127 |
Finance costs |
|
(112) |
(29) |
(12) |
(10) |
- |
- |
(163) |
profit before Taxation |
|
3,481 |
558 |
1,479 |
(120) |
(340) |
1,196 |
6,254 |
Taxation |
|
(1,081) |
(190) |
(548) |
(85) |
- |
(347) |
(2,251) |
Profit for the period |
|
2,400 |
368 |
931 |
(205) |
(340) |
849 |
4,003 |
Non controlling interest |
|
(26) |
(89) |
(92) |
31 |
170 |
(2) |
(8) |
Profit attributable to Equity holders of the Group |
2,374 |
279 |
839 |
(174) |
(170) |
847 |
3,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Headline BASIC EPS |
|
|
|
|
|
|
6.49p |
|
|
|
|
|
|
|
|
|
|
COSTS INCLUDED IN OPERATING PROFIT |
|
|
|
|
|
|||
Depreciation and amortisation of software |
262 |
115 |
304 |
13 |
17 |
66 |
777 |
|
Share option charges |
|
146 |
- |
38 |
1 |
- |
- |
185 |
Office location |
London |
Paris |
Sydney Melbourne Auckland Wellington |
LA Sao Paulo |
Cape Town |
London Amsterdam New York Sydney |
|
Six months to 30 June 2009 |
|
UK |
Europe |
Asia & Australasia |
Americas |
New Offices |
Clear |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
REVENUE |
|
23,757 |
4,608 |
15,427 |
1,320 |
- |
4,689 |
49,801 |
|
|
|
|
|
|
|
|
|
OPERATING PROFIT EXCLUDING GROUP COSTS |
5,016 |
343 |
1,475 |
(575) |
- |
921 |
7,180 |
|
Group costs |
|
(1,467) |
(20) |
(131) |
(35) |
- |
- |
(1,653) |
Operating profit |
|
3,549 |
323 |
1,344 |
(610) |
- |
921 |
5,527 |
Share of result of associate |
- |
(107) |
- |
- |
- |
- |
(107) |
|
Finance income |
|
65 |
7 |
57 |
1 |
- |
5 |
135 |
Finance costs |
|
(161) |
(35) |
(2) |
- |
- |
- |
(198) |
profit before Taxation |
|
3,453 |
188 |
1,399 |
(609) |
- |
926 |
5,357 |
Taxation |
|
(1,030) |
(151) |
(485) |
82 |
- |
(300) |
(1,884) |
Profit for the period |
|
2,423 |
37 |
914 |
(527) |
- |
626 |
3,473 |
Non controlling interest |
|
(62) |
(54) |
(167) |
20 |
- |
- |
(263) |
Profit attributable to Equity holders of the Group |
2,361 |
(17) |
747 |
(507) |
- |
626 |
3,210 |
|
|
|
|
|
|
|
|
|
|
Headline BASIC EPS |
|
|
|
|
|
|
5.27p |
|
|
|
|
|
|
|
|
|
|
COSTS INCLUDED IN OPERATING PROFIT |
|
|
|
|
|
|||
Depreciation and amortisation of software |
307 |
82 |
566 |
20 |
- |
80 |
1,055 |
|
Share option charges |
|
86 |
- |
46 |
2 |
- |
- |
134 |
|
|
|
|
|
|
|
|
|
Office location |
London |
Paris |
Sydney Melbourne Auckland Wellington |
LA Sao Paulo |
|
London Amsterdam New York Sydney |
|
As new offices are offices that were opened in 2010 we have reanalysed this data to give the correct comparative.
Year Ended |
UK |
Europe |
Asia & Australasia |
Americas |
New Offices |
Clear |
Total |
||
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
REVENUE |
|
49,079 |
9,639 |
33,583 |
2,635 |
- |
8,499 |
103,435 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING PROFIT EXCLUDING GROUP COSTS |
|
10,453 |
1,113 |
2,278 |
(1,039) |
- |
1,289 |
14,094 |
|
Group costs |
|
(3,252) |
(71) |
(369) |
(42) |
- |
- |
(3,734) |
|
Operating profit |
|
7,201 |
1,042 |
1,909 |
(1,081) |
- |
1,289 |
10,360 |
|
Share of result of associate |
- |
64 |
- |
- |
- |
- |
64 |
||
Finance income |
|
92 |
10 |
120 |
2 |
- |
5 |
229 |
|
Finance costs |
|
(273) |
(67) |
(20) |
(5) |
- |
- |
(365) |
|
profit before Taxation |
|
7,020 |
1,049 |
2,009 |
(1,084) |
- |
1,294 |
10,288 |
|
Taxation |
|
(2,075) |
(413) |
(906) |
88 |
- |
(397) |
(3,703) |
|
Profit for the period |
|
4,945 |
636 |
1,103 |
(996) |
- |
897 |
6,585 |
|
Non controlling interest |
|
(80) |
(202) |
(111) |
23 |
- |
- |
(370) |
|
Profit attributable to Equity holders of the Group |
4,865 |
434 |
992 |
(973) |
- |
897 |
6,215 |
||
|
|
|
|
|
|
|
|
|
|
Headline BASIC EPS |
|
|
|
|
|
|
10.15p |
||
|
|
|
|
|
|
|
|
|
|
COSTS INCLUDED IN OPERATING PROFIT |
|
|
|
|
|
||||
Depreciation and amortisation of software |
589 |
173 |
843 |
33 |
- |
153 |
1,791 |
||
Share option charges |
|
216 |
- |
31 |
4 |
- |
- |
251 |
|
|
|
|
|
|
|
|
|
||
Office location |
London |
Paris |
Sydney Melbourne Auckland Wellington |
LA Sao Paulo |
|
London Amsterdam New York Sydney |
|
||
As new offices are offices that were opened in 2010 we have reanalysed this data to give the correct comparative.
6. Finance Income
|
|
Six months ended 30 June 2010 |
|
|
|
Six months ended 30 June 2009 |
|
Year ended 31 December 2009 |
|
|
£000 |
|
|
|
£000 |
|
£000 |
|
||||||||
|
|
|
|
|
|
|
|
|
Bank interest receivable |
|
114 |
|
|
|
124 |
|
203 |
Other interest receivable |
|
13 |
|
|
|
11 |
|
26 |
Total interest receivable |
|
127 |
|
|
|
135 |
|
229 |
|
|
|
|
|
|
|
|
|
Fair value adjustments to minority shareholder put option liabilities |
|
- |
|
|
|
429 |
|
157 |
Total |
|
127 |
|
|
|
564 |
|
386 |
7. Finance expense
|
|
Six months ended 30 June 2010 |
|
|
|
Six months ended 30 June 2009 |
|
Year ended 31 December 2009 |
|
|
£000 |
|
|
|
£000 |
|
£000 |
Finance costs |
||||||||
|
|
|
|
|
|
|
|
|
Bank interest chargeable |
|
(139) |
|
|
|
(197) |
|
(350) |
Other interest payable |
|
(24) |
|
|
|
(1) |
|
(15) |
Total interest payable |
|
(163) |
|
|
|
(198) |
|
(365) |
|
|
|
|
|
|
|
|
|
Revaluation of call option |
|
6 |
|
|
|
- |
|
(4) |
Fair value adjustments to minority shareholder put option liabilities |
|
(1,299) |
|
|
|
- |
|
- |
Total |
|
(1,456) |
|
|
|
(198) |
|
(369) |
8. Taxation
Income tax expenses are recognised based on management's estimate of the average annual income tax expected for the full financial year.
The estimated effective annual tax rate for the period to 30 June 2010 is 46.1% (30 June 2009: 32.6%).
The headline effective annual tax rate (excluding associate) used for the period to 30 June 2010 is 35.9% (30 June 2009: 34.5%).
The increase in headline tax rate is due to IFRS 3 no longer allowing investment expenses on which we do not get a tax credit to be capitalised and our higher tax rate US operations returning to profit.
The difference between the headline and statutory tax rates is caused by a difference in the profit before tax as neither the impact of fair value adjustments to minority shareholder put option liabilities or revaluation of call option has any effect on the tax charge.
9. Dividends
|
|
Six months ended 30 June 2010 |
|
|
|
Six months ended 30 June 2009 |
|
Year ended 31 December 2009 |
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
2009 final dividend 0.00p* (2008 2.75p) |
|
- |
|
|
|
- |
|
1,683 |
|
2009 interim dividend - (2008 0.87p) |
|
- |
|
|
|
- |
|
536 |
|
2009 second interim dividend - (2008 none) |
|
(1,692) |
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,692) |
|
|
|
- |
|
2,219 |
|
*Due to a second interim dividend being paid there was no 2009 final dividend.
The directors propose an interim dividend of 0.87p per share (2009: 0.87p per share) payable on 19 November 2010 to shareholders who are on the register at 5 November 2010. This interim dividend, amounting to £537k (2009: £529k) has not been recognised as a liability in this half-yearly financial report.
10. Cash generated from operations
|
|
|
Six months ended 30 June 2010 |
|
|
|
Six months ended 30 June 2009 |
|
Year ended 31 December 2009 |
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
58,227 |
|
|
|
49,801 |
|
103,435 |
Operating expenses |
|
|
(52,088) |
|
|
|
(44,339) |
|
(93,257) |
|
|
|
|
|
|
|
|
|
|
Operating Profit |
|
|
6,139 |
|
|
|
5,462 |
|
10,178 |
|
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
Depreciation of plant and equipment |
|
|
722 |
|
|
|
1,013 |
|
1,691 |
Losses on sale of plant and equipment |
|
|
2 |
|
|
|
- |
|
2 |
Loss on sale of intangible assets |
|
|
- |
|
|
|
- |
|
23 |
Impairment and amortisation on acquired intangible assets |
|
|
120 |
|
|
|
65 |
|
159 |
Amortisation of capitalised software intangible assets |
|
|
55 |
|
|
|
42 |
|
100 |
Non-cash share based incentive plans |
|
|
185 |
|
|
|
134 |
|
251 |
Operating cash flow before movements in working capital and provisions |
|
|
7,223
|
|
|
|
6,716
|
|
12,404 |
(Increase) / decrease in trade and other receivables |
|
|
(5,302) |
|
|
|
9,922 |
|
7,291 |
Decrease in trade and other payables |
|
|
(694) |
|
|
|
(15,950) |
|
(2,724) |
|
|
|
|
|
|
|
|
|
|
Net cash inflow from operating activities |
|
|
1,227 |
|
|
|
688 |
|
16,971 |
|
|
|
|
|
|
|
|
|
|
11. Cash consumed by acquisitions
|
|
|
Six months ended 30 June 2010 |
|
|
|
Six months ended 30 June 2009 |
|
Year ended 31 December 2009 |
|
|
|
£000 |
|
|
|
£000 |
|
£000 |
Acquisitions |
|
|
|
|
|
|
|
|
|
Initial cash consideration paid |
|
|
(2,400) |
|
|
|
(333) |
|
(420) |
Cash and cash equivalents acquired |
|
|
1,104 |
|
|
|
- |
|
- |
|
|
|
(1,296) |
|
|
|
(333) |
|
(420) |
|
|
|
|
|
|
|
|
|
|
Contingent consideration paid |
|
|
(229) |
|
|
|
- |
|
(107) |
Purchase of associate (Zapping, Spain) |
|
|
- |
|
|
|
- |
|
(9) |
|
|
|
|
|
|
|
|
|
|
Total payments made in the period relating to acquisitions |
|
|
(1,525) |
|
|
|
(333) |
|
(536) |
|
|
|
|
|
|
|
|
|
|