23rd Aug 2011 07:00
CHIME COMMUNICATIONS PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30TH JUNE 2011
Chime Communications PLC, the leading marketing services group, today announces its unaudited interim results for the six months ended 30th June 2011.
SUMMARY OF RESULTS - twelfth successive results showing growth
| 2011 £m | 2010 £m | 2009 £m | 2011 % Change
|
Operating Income | 78.4 | 71.1 | 58.4 | +10% |
Operating Profit3 | 14.5 | 12.8 | 9.5 | +13% |
Operating Profit Margin3 | 18.5% | 18.1%
| 16.3% | |
Organic2 | ||||
Operating Income | 73.3 | 70.2 | 58.4 | +5% |
Operating Profit3 | 13.4 | 12.7 | 9.5 | +5% |
FINANCIAL HIGHLIGHTS
·; Reported operating income up 10%
·; Operating profit3up 13%
·; Operating profit margin3up to 18.5%
·; Profit before tax3 up 15% to £14.2 million (2010: £12.3 million)
·; Reported profit before tax up 23% to £12.7 million (2010: £10.3 million)
·; Earnings per share from continuing operations1 and 3 up 9% to 13.07p (2010: 12.02p)
·; Net cash as at 30th June 2011 of £6.9 million (30th June 2010: £5.5 million and 31st December 2010: £6.9 million)
·; Interim dividend of 2.08p per share (2010: 1.84p), an increase of 13%
OPERATIONAL AND CORPORATE HIGHLIGHTS
·; Strong growth in Advertising and Marketing Services and Sports Marketing, which has continued into the third quarter
·; Acquisitions of ICON and Golden Goal completed in Sports Marketing Division and already showing very good returns
·; Acquisition of Reynolds Mackenzie4 (public relations) and LEC (marketing communications) into OPEN Health (our new healthcare business) which is expected to make a profit contribution in 2011.
·; International income continues to grow
Note: 1. Reported earnings per share was 11.04p (2010: 9.52p)
2. Organic growth is calculated excluding all acquisitions in 2010 and 2011.
3. Before taking account of amortisation of acquired intangible assets and impairment of goodwill (£0.9 million, 2010: £0.7 million) and costs relating to acquisitions and restructuring (£0.6 million, 2010: £1.3 million). In the Income Statement this is referred to as Headline Operating Profit.
4. Acquired on 12th July 2011.
Lord Bell, Chairman of Chime Communications, commented:
"These are impressive results achieved in an uncertain global economic and political environment which impacted some parts of our Group. Both the diversity and the overall strength of our Group enabled us to achieve growth for the twelfth successive set of results.
We continue to invest in those areas where we see opportunity and all our divisions have the fundamentals in place to perform well going forward. The global market and global economy are becoming increasingly volatile and we are not immune to this continuing lack of political, social and economic stability, particularly in our public relations business. However, our advertising business is gaining market share and our sports marketing business is well placed to become the global leader at a time when sports revenues are increasing."
For further information please contact:
Lord Bell, Chairman 020 7861 8515
Chime Communications
Christopher Satterthwaite, Chief Executive 020 7861 8515
Chime Communications
James Henderson/ Victoria Geoghegan/Emma Kent 020 7861 3925
Pelham Bell Pottinger
REVIEW OF OPERATIONS
This is the twelfth consecutive set of results to show growth in both operating income and operating profits.
The economic environment remains challenging, but we have continued to perform well. Our diversified strategy has meant we have been able to capitalise in areas of the market place which are experiencing strong organic growth. Sports marketing, which we see as one of these strong areas going forward, now represents 24% of Group operating income. International income remains at 50% of Group operating income and our margin has continued to increase, rising to 18.5%.
Our Public Relations division had flat operating profits in the first half year with income affected by the slow down in geopolitical work as a result of the turmoil in the Middle East, a reduction in government communication work and the impact of severe debt problems in many countries. It has comfortably retained its position as the No 1 public relations agency in the UK and we continue to invest in this division to ensure a platform for growth in coming years. The VCCP Group had a particularly strong first half, following a period of investment last year, with significant wins in the brand and digital space. Our Sports Marketing Division continues to grow well and is No 1 in the UK Sponsorship League table. Our Research Division, which is a small part of the Group, has remained profitable and we are expecting it to return to growth in the second half of the year and beyond.
The Group acted for 1,347 clients in the first half of 2011 compared to 1,353 in the first half of 2010. 217 of these clients used more than one of our businesses (198 in the first half of 2010), which represented 65% of first half operating income (2010 first half: 60%).
233 clients paid us more than £50,000 in the first half of 2011 (2010 first half: 212). Our top 30 clients represented 48% of operating income in the first half year compared to 48% in the first half of 2010.
Our two largest clients represented 20.4% of our operating income (2010 first half: 20.9% in total). Both clients have been retained since 2003 and are high margin.
Average income per client in the first half of 2011 was £58,000, compared to £53,000 in the first half of 2010. Average income for employee was £56,000, compared to £59,000 in the first half of 2010.
Income from overseas work in the first half of 2011 was 50% of total operating income compared to 46% in the first half of 2010 and 51% for the full year of 2010.
DIVISIONAL PERFORMANCE
Public Relations continues to be our largest division being 42% of operating income (2010: 48%), Advertising and Marketing Services was 29% (2010: 26%), Sports Marketing was 24% (2010: 21%) and Research 5% (2010: 5%).
Public Relations - Bell Pottinger Group including Good Relations, Corporate Citizenship, Harvard and Insight
2011 £m | 2010 £m | % Change | % Organic Change | |
Operating Income | 32.6 | 34.4 | -5% | -5% |
Operating Profit3 | 7.8 | 7.8 | - | - |
Operating Profit Margin3 | 24.0% | 22.7% |
Strong profit performance in financial public relations, corporate and consumer public relations and Middle East public relations compensated for a reduction in our main US government contract.
New business wins have included TalkTalk, Iglo Group, Blackberry, Subway, Bathstore, Weetabix, Lovefilm, Lotus Cars and G4S.
Note: 3. Before taking account of amortisation of acquired intangible assets and goodwill impairment (£nil, 2010: £0.1 million) and costs relating to acquisitions and restructuring (£nil million, 2010: £0.2 million). In the Income Statement this is referred to as Headline Operating Profit.
Advertising and Marketing Services - VCCP Group, Teamspirit and OPEN Health
2011 £m | 2010 £m | % Change | % Organic Change | |
Operating Income | 22.7 | 18.3 | +24% | +22% |
Operating Profit3 | 2.4 | 1.8 | +34% | +33% |
Operating Profit Margin3 | 10.6% | 9.8% |
Strong growth in VCCP, VCCP Germany, direct marketing, digital, search, branding and financial services have resulted in this division showing the strongest organic growth in the Group in the first half of 2011.
New business wins include easyJet, Carling, Dairy Crest, Barclays, Eurostar, Burton's Foods, Diageo, Sky Germany, Ancestry.co.uk, L'Oréal, Merck Serono, Roche and Axa Wealth.
Note: 3. Before taking account of costs relating to acquisitions and restructuring (£0.1 million, 2010: £nil). In the Income Statement this is referred to as Headline Operating Profit.
Sports Marketing - Fast Track, Essentially, ICON and Golden Goal.
2011 £m | 2010 £m | % Change | % Organic Change | |
Operating Income | 19.2 | 14.9 | +29% | +7% |
Operating Profit3 | 4.3 | 3.2 | +34% | +2% |
Operating Profit Margin3 | 22.6% | 21.7% |
The Essentially businesses acquired in 2009 have performed particularly well now they have been fully integrated into the CSM Group. Both ICON and Golden Goal, acquired in the first half of 2011, have made good initial contributions.
New business wins include Oscar Pistorius, National Ice Skating Association, Sunderland FC, National Lottery Promotions Unit, Beefeater Gin, International Rugby Board, America's Cup, Barclays Scottish Open Golf Championship and Dubai Airports.
Note: 3. Before taking account of amortisation of acquired intangible assets (£0.8 million, 2010: £0.6 million) and costs relating to acquisitions and restructuring (£0.5 million, 2010: £0.3 million). In the Income Statement this is referred to as Headline Operating Profit.
Research
2011 £m | 2010£m | % Change | % Organic Change | |
Operating Income | 3.9 | 3.5 | +12% | -6% |
Operating Profit 3 | 0.4 | 0.4 | - | - |
Operating Profit Margin3 | 9.1% | 10.9% |
The research market place continues to be difficult with our quantitative business maintaining its good performance, but our qualitative business unlikely to return to profit until the fourth quarter. Tree, our data analytics business, had good growth in the first half of 2011.
New business wins include O2, Hiscox, Prudential, Morrisons, Green Flag, Sky and Chartis Insurance.
Note: 3. Before taking account of amortisation of acquired intangible assets (£0.1 million, 2010: nil) and costs relating to acquisitions and restructuring (nil, 2010: £0.7 million). In the Income Statement this is referred to as Headline Operating Profit.
CASH FLOW AND BANKING ARRANGEMENTS
Net cash at 30th June 2011 was £6.9 million compared to £5.5 million at 30th June 2010 and £6.9 million at 31st December 2010.
The Group continued to generate cash in the first half of 2011 with cash from operating activities of £7.3 million (first half 2010: £11.1 million) and cash conversion of 60% (first half 2010: 121%).
The Group continues to operate well within its banking covenants and retains its borrowing facility of £32 million, which continues until July 2013.
No deferred considerations are payable in the remainder of 2011. The estimated deferred considerations payable in 2012 total £2.6 million and are payable mostly in cash.
TAXATION
The effective tax rate for 2011 was 28.7% compared to 30.6% for 2010.
DIVIDENDS
The Board has declared an interim dividend of 2.08p per share (first half 2010: 1.84p), an increase of 13%.
The interim dividend will be payable on 14th October 2011 to shareholders on the register at 23rd September 2011. The ex dividend date is 21st September 2011.
CORPORATE ACTIVITY
So far in 2011, we have acquired:
·; ICON, an experiential sports marketing business.
·; Golden Goal, a sports marketing business in Brazil.
·; Reynolds Mackenzie, a healthcare public relations business.
·; LEC, a healthcare marketing agency.
OUTLOOK
We are pleased with the first half of 2011, but we cannot be complacent about the second half. This is a time of great uncertainty in global economics and global politics which presents both communications opportunities and challenges not only for our business, but for the marketing industry as a whole.
·; The events of the Arab Spring have created some short term challenges, but in the medium to long-term the opportunities for us to provide communications advice to emerging governments are considerable. Bell Pottinger Group is uniquely placed to benefit from this.
·; The US Government has had to deal with a large budget deficit and is already committed to reducing troop activities overseas. Their communication plans in areas of conflict remain uncertain and we have already seen a reduction in income from this client and expect this to continue. We have a great deal of expertise in communication activities in areas of conflict around the world and we are already developing ways we can use this expertise further.
·; The ability of major sporting events to reach mass audiences is continuing to increase. We have invested heavily in sports marketing and we see this as a major driver for growth for us in the next ten years. 2012 should be a very good year for us in sport and sponsorship with a number of significant opportunities coming from the London Olympic Games. Having now invested in Brazil, hosts to the 2014 FIFA World Cup and 2016 Olympic Games, we think that momentum can continue in 2013 and beyond. Their core activities of player representation, sports sponsorship and sponsorship activation continue to expand. We expect Sports Marketing to become a much bigger part of our Group.
·; The impact of digital developments on our industry continues apace and we are expanding further our capabilities across our Group. Digital is at the forefront of nearly all our communication campaigns and we are making more investment notably in social media, broadcast content production and distribution, search marketing, mobile marketing and online media buying.
·; The global economic and political outlook is uncertain and we are not immune from its impact. We will continue to be cautious, control our costs and retain our belief in maintaining a strong balance sheet position.
Growth opportunities remain for many parts of our Group, particularly in terms of market share, and our diversity enables us to take full advantage of these. Whilst we will continue to be acquisitive, growth can still be achieved organically from our existing business and through expansion into disciplines and geographies in which we do not currently operate or are under-represented. Our track record over the last six years reflects our resilience in challenging times and we can continue to outperform our competitors.
Lord Bell
Chairman
23rd August 2011
Condensed Consolidated Income Statement
Six months ended 30th June 2011
Note | 6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | ||||
(unaudited) | (unaudited) | (audited) | |||||
£'000 | £'000 | £'000 | |||||
Continuing Operations | |||||||
Revenue | 153,434 | 135,837 | 299,800 | ||||
Cost of sales | (75,015) | (64,776) | (150,538) | ||||
Operating income | 78,419 | 71,061 | 149,262 | ||||
Operating expenses | (65,393) | (60,242) | (127,144) | ||||
Headline operating profit | 3 | 14,543 | 12,847 | 27,351 | |||
Amortisation of acquired intangibles and goodwill impairment | (911) | (756) | (3,016) | ||||
Costs of acquisitions and restructuring | (606) | (1,272) | (2,217) | ||||
Operating profit | 13,026 | 10,819 | 22,118 | ||||
Share of results of associates | 136 | 67 | 173 | ||||
Investment income | 80 | 45 | 74 | ||||
Finance costs | (220) | (246) | (432) | ||||
Finance cost of deferred consideration | (370) | (389) | (693) | ||||
Profit before tax | 12,652 | 10,296 | 21,240 | ||||
Tax | (3,632) | (3,254) | (6,505) | ||||
Profit for the period | 9,020 | 7,042 | 14,735 | ||||
Attributable to: | |||||||
Equity holders of the parent | 8,266 | 6,522 | 13,156 | ||||
Minority interest | 754 | 520 | 1,579 | ||||
9,020 | 7,042 | 14,735 | |||||
Headline earnings per share | |||||||
From continuing operations | |||||||
Basic | 4 | 13.07p | 12.02p | 25.49p | |||
Diluted | 4 | 12.67p | 11.56p | 24.95p | |||
Earnings per share | |||||||
From continuing operations | |||||||
Basic | 4 | 11.04p | 9.52p | 18.83p | |||
Diluted | 4 | 10.71p | 9.16p | 18.43p |
Condensed Consolidated Statement of Comprehensive Income
Six months ended 30th June 2011
6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | |||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Profit for the period | 9,020 | 7,042 | 14,735 | ||
Exchange differences on translation of foreign operations | 212 | (445) | (143) | ||
Total comprehensive income for the period | 9,232 | 6,597 | 14,592 | ||
Attributable to | |||||
Equity holders of the parent | 8,478 | 6,069 | 13,007 | ||
Non-controlling interest | 754 | 528 | 1,585 | ||
9,232 | 6,597 | 14,592 |
Condensed Consolidated Balance Sheet as at 30th June 2011
Notes | As at 30th June 2011 | As at 30th June 2010 | As at 31st December 2010 | ||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Non-current assets | |||||
Goodwill | 7 | 174,875 | 149,712 | 149,487 | |
Other intangible assets | 4,028 | 5,013 | 4,304 | ||
Property, plant and equipment | 6,712 | 4,065 | 4,163 | ||
Investments in associates | 1,273 | 356 | 359 | ||
Deferred consideration receivable | 345 | 504 | 404 | ||
Deferred tax asset | 883 | 1,618 | 734 | ||
188,116 | 161,268 | 159,451 | |||
Current assets | |||||
Work in progress | 4,718 | 2,695 | 4,090 | ||
Trade and other receivables | 70,076 | 48,877 | 66,204 | ||
Cash and cash equivalents | 8,891 | 5,957 | 10,278 | ||
83,685 | 57,529 | 80,572 | |||
Total assets | 271,801 | 218,797 | 240,023 | ||
Current liabilities | |||||
Trade and other payables | (84,443) | (73,099) | (83,352) | ||
Current tax liabilities | (5,222) | (3,681) | (3,273) | ||
Obligations under finance leases | (15) | (18) | (10) | ||
Bank loans and overdrafts | (5) | (395) | - | ||
Short-term provisions | (3,579) | (2,287) | (3,973) | ||
(93,264) | (79,480) | (90,608) | |||
Net current liabilities | (9,579) | (21,951) | (10,036) | ||
Non-current liabilities | |||||
Bank loans payable after more than one year | (1,800) | - | (3,300) | ||
Long-term provisions | (20,839) | (10,696) | (10,749) | ||
Obligations under finance leases | (74) | (31) | (30) | ||
(22,713) | (10,727) | (14,079) | |||
Total liabilities | (115,977) | (90,207) | (104,687) | ||
Net assets | 155,824 | 128,590 | 135,336 | ||
Equity | |||||
Share capital | 20,115 | 18,346 | 18,381 | ||
Share premium account | 79,049 | 63,216 | 63,366 | ||
Own shares | (3,778) | (6,948) | (4,003) | ||
Capital reduction reserve | 32,385 | 32,385 | 32,385 | ||
Translation reserve | 1,353 | 845 | 1,141 | ||
Accumulated profits | 26,842 | 22,130 | 24,882 | ||
Equity attributable to equity holders of the Parent | 155,966 | 129,974 | 136,152 | ||
Written put options over non-controlling interests | (667) | (2,000) | (2,000) | ||
Non-controlling interests | 525 | 616 | 1,184 | ||
Total equity | 155,824 | 128,590 | 135,336 |
Condensed Consolidated Statement of Changes in Equity
Share capital | Share premium | Own shares | Capital reduction reserve | Translation reserves | Accumulated profit | Total | Written put options over non-controlling interests | Non-controlling interests | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 1st January 2010 | 16,834 | 52,691 | (5,406) | 32,385 | 1,290 | 20,504 | 118,298 | (2,000) | 545 | 116,843 |
Total comprehensive income for the period | - | - | - | - | (445) | 6,514 | 6,069 | - | 528 | 6,597 |
Transactions with owners: | ||||||||||
Share placing | 562 | 3,938 | - | - | - | - | 4,500 | - | - | 4,500 |
Acquisition of subsidiaries | 944 | 6,706 | - | - | - | - | 7,650 | - | - | 7,650 |
Purchase of non-controlling interest | - | - | - | - | - | (1,513) | (1,513) | - | (281) | (1,794) |
Issued to staff under options | 6 | 17 | - | - | - | - | 23 | - | - | 23 |
Share issue costs | - | (136) | - | - | - | - | (136) | - | - | (136) |
Purchase of own shares | - | - | (3,138) | - | - | - | (3,138) | - | - | (3,138) |
Disposed of on exercise of options | - | - | 1,596 | - | - | (1,506) | 90 | - | - | 90 |
Investment by non-controlling shareholder | - | - | - | - | - | - | - | - | 110 | 110 |
Equity dividends | - | - | - | - | - | (2,504) | (2,504) | - | - | (2,504) |
Credit in relation to share based payments | - | - | - | - | - | 635 | 635 | - | - | 635 |
Dividends to non-controlling interests | - | - | - | - | - | - | - | - | (286) | (286) |
Balance at 30th June 2010 | 18,346 | 63,216 | (6,948) | 32,385 | 845 | 22,130 | 129,974 | (2,000) | 616 | 128,590 |
Total comprehensive income for the period | - | - | - | - | 296 | 6,642 | 6,938 | - | 1,057 | 7,995 |
Transactions with owners: | ||||||||||
Issued to staff under options | 35 | 150 | - | - | - | - | 185 | - | - | 185 |
Disposed of on exercise of options | - | - | 2,945 | - | - | (2,943) | 2 | - | - | 2 |
Investment by non-controlling shareholder | - | - | - | - | - | - | - | (2) | (2) | |
Equity dividends | - | - | - | - | - | (1,339) | (1,339) | - | - | (1,339) |
Credit in relation to share based payments | - | - | - | - | - | 535 | 535 | - | - | 535 |
Dividends to non-controlling interests | - | - | - | - | - | - | - | - | (449) | (449) |
Increase in non-controlling interest | - | - | - | - | - | (5) | (5) | - | 8 | 3 |
Disposal of subsidiaries | - | - | - | - | - | - | - | - | (46) | (46) |
Tax on share based payment exercises | - | - | - | - | - | (138) | (138) | - | - | (138) |
Balance at 31st December 2010 | 18,381 | 63,366 | (4,003) | 32,385 | 1,141 | 24,882 | 136,152 | (2,000) | 1,184 | 135,336 |
Balance at 1st January 2011 | 18,381 | 63,366 | (4,003) | 32,385 | 1,141 | 24,882 | 136,152 | (2,000) | 1,184 | 135,336 |
Total comprehensive income for the period | - | - | - | - | 212 | 8,266 | 8,478 | - | 754 | 9,232 |
Transactions with owners: | ||||||||||
Share placing | 1,178 | 11,072 | - | - | - | - | 12,250 | - | - | 12,250 |
Acquisition of subsidiaries | 422 | 4,072 | - | - | - | - | 4,494 | - | (107) | 4,387 |
Purchase of non-controlling interest | 67 | 633 | - | - | - | (2,713) | (2,013) | 1,333 | (657) | (1,337) |
Issued to staff under options | 67 | 393 | - | - | - | - | 460 | - | - | 460 |
Share issue costs | - | (487) | - | - | - | - | (487) | - | - | (487) |
Purchase of own shares | - | - | (447) | - | - | - | (447) | - | - | (447) |
Disposed of on exercise of options | - | - | 672 | - | - | (661) | 11 | - | - | 11 |
Investment by non-controlling shareholder | - | - | - | - | - | - | - | - | 5 | 5 |
Equity dividends | - | - | - | - | - | (3,357) | (3,357) | - | - | (3,357) |
Credit in relation to share based payments | - | - | - | - | - | 425 | 425 | - | - | 425 |
Dividends to non-controlling interests | - | - | - | - | - | - | - | - | (654) | (654) |
Balance at 30th June 2011 | 20,115 | 79,049 | (3,778) | 32,385 | 1,353 | 26,842 | 155,966 | (667) | 525 | 155,824 |
Condensed Consolidated Cash Flow Statement
Six months ended 30th June 2011
Notes | 6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | ||||
(unaudited) | (unaudited) | (audited) | |||||
£'000 | £'000 | £'000 | |||||
Net cash from operating activities | 10 | 7,329 | 11,109 | 16,448 | |||
Investing activities | |||||||
Interest received | 22 | 45 | 74 | ||||
Dividends received from investments | 70 | 357 | 357 | ||||
Proceeds on disposal of property, plant and equipment | 15 | 47 | 63 | ||||
Purchases of property, plant and equipment | (2,830) | (1,069) | (2,295) | ||||
Purchases of other intangible assets | - | - | (10) | ||||
Repayment of loans to associates | 10 | - | 42 | ||||
Acquisition of subsidiaries (net of cash acquired) | (2,678) | (7,785) | (7,968) | ||||
Purchase of investment | (375) | ||||||
Investment by non-controlling shareholder | 5 | 110 | 108 | ||||
Purchase of non-controlling interests | (2,044) | (694) | (1,795) | ||||
Disposal of subsidiary/associate | 30 | - | 68 | ||||
Disposal of shares in subsidiary to non-controlling shareholder | - | - | 3 | ||||
Deferred consideration received | 59 | - | 100 | ||||
Net cash used in investing activities | (7,716) | (8,989) | (11,253) | ||||
Financing activities | |||||||
Dividend paid | (3,357) | (2,504) | (3,843) | ||||
Dividends paid to minorities | (654) | (286) | (735) | ||||
(Repayment of)/increase in borrowings | (1,493) | (5) | 2,900 | ||||
Repayment of obligations under finance leases | (125) | (5) | (12) | ||||
Proceeds on issue of ordinary share capital | 5,083 | 4,401 | 4,572 | ||||
Purchase of own shares | (447) | (3,048) | (3,046) | ||||
Net cash used in financing activities | (993) | (1,447) | (164) | ||||
Net increase/(decrease) in cash and cash equivalents | (1,380) | 673 | 5,031 | ||||
Cash and cash equivalents at beginning of period | 10,278 | 5,296 | 5,296 | ||||
Effect of foreign exchange rate changes | (7) | (12) | (49) | ||||
Cash and cash equivalents at end of period | 8,891 | 5,957 | 10,278 | ||||
Cash and cash equivalents comprise cash at bank, loan note deposits less overdrafts. Taking into account the following borrowings net cash was: | |||||||
Cash and cash equivalents | 8,891 | 5,957 | 10,278 | ||||
Bank loans | (1,805) | (395) | (3,300) | ||||
Finance leases | (89) | (49) | (40) | ||||
Loan notes outstanding | (58) | (58) | (58) | ||||
Overall net cash | 6,939 | 5,455 | 6,880 | ||||
Notes:
1. Business Segments
For management purposes, the Group is currently organised into four operating segments: Public Relations, Advertising and Marketing Services, Sports Marketing and Research.
Principal activities are as follows:
Public Relations
The Public Relations division comprises some of the leading names in the industry, including Bell Pottinger, Pelham Bell Pottinger, Good Relations, Harvard, Insight, Resonate, TTA Public Relations and Corporate Citizenship. It is the number 1 ranked PR Group in the UK in the PR Week public relations consultancy league table for 2010. It serves major UK and international brands, as well as governments, government departments, pharmaceutical and healthcare companies, charities, not-for-profit organisations, professional service firms, consumer brands and famous people.
Advertising and Marketing Services ('AMS')
The AMS division includes the VCCP Group and Teamspirit. It possesses specialist skills in advertising and marketing services; direct marketing, digital communication, search relations, point of sale, sales promotion and specialist media planning and buying. It also specialises in the niche market of financial services. AMS also includes OPEN Health which commenced trading in 2011.
Sports Marketing
The Sports Marketing division is the UK's number one sports marketing group (Marketing Magazine, October 2010) and includes Fast Track and the Essentially Group, as well as ICON and Golden Goal which were acquired in 2011.
Research
The Research division is made up of Opinion Leader Research, Facts International and Tree.
Segment information about these businesses is presented below.
1. Business segments (continued)
Revenue | Operating Income | ||||||
6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | 6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | ||
(unaudited) | (unaudited) | (audited) | (unaudited) | (unaudited) | (audited) | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Public Relations | 69,834 | 72,460 | 163,950 | 32,659 | 34,381 | 72,473 | |
Advertising and Marketing Services | 39,271 | 34,760 | 75,238 | 22,713 | 18,297 | 40,067 | |
Sports Marketing | 38,624 | 23,866 | 50,307 | 19,163 | 14,905 | 29,421 | |
Research | 5,705 | 4,751 | 10,305 | 3,884 | 3,478 | 7,301 | |
153,434 | 135,837 | 299,800 | 78,419 | 71,061 | 149,262 | ||
Headline Operating Profit | Headline Operating Profit Margin | ||||||
6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | 6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | ||
(unaudited) | (unaudited) | (audited) | (unaudited) | (unaudited) | (audited) | ||
£'000 | £'000 | £'000 | % | % | % | ||
Public Relations | 7,830 | 7,807 | 17,442 | 24.0% | 22.7% | 24.1% | |
Advertising and Marketing Services | 2,404 | 1,791 | 4,313 | 10.6% | 9.8% | 10.8% | |
Sports Marketing | 4,324 | 3,239 | 5,563 | 22.6% | 21.7% | 18.9% | |
Research | 353 | 379 | 754 | 9.1% | 10.9% | 10.3% | |
14,911 | 13,216 | 28,072 | 19.0% | 18.6% | 18.8% | ||
Unallocated corporate expenses | (368) | (369) | (721) | ||||
Headline operating profit | 14,543 | 12,847 | 27,351 | 18.5% | 18.1% | 18.3% | |
Share of results of associates | 136 | 67 | 173 | ||||
Investment income | 80 | 45 | 74 | ||||
Finance costs | (220) | (246) | (432) | ||||
Finance cost of deferred consideration | (370) | (389) | (693) | ||||
Headline profit before tax | 14,169 | 12,324 | 26,473 |
Operating Profit | Operating Profit Margin | ||||||
6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | 6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | ||
(unaudited) | (unaudited) | (audited) | (unaudited) | (unaudited) | (audited) | ||
£'000 | £'000 | £'000 | % | % | % | ||
Public Relations | 7,787 | 7,535 | 15,554 | 23.8% | 21.9% | 21.5% | |
Advertising and Marketing Services | 2,351 | 1,791 | 4,313 | 10.4% | 9.8% | 10.8% | |
Sports Marketing | 2,993 | 2,394 | 3,271 | 15.6% | 16.1% | 11.1% | |
Research | 263 | (392) | (145) | 6.8% | -11.3% | -2.0% | |
13,394 | 11,328 | 22,993 | 17.1% | 15.9% | 15.4% | ||
Unallocated corporate expenses | (368) | (509) | (875) | ||||
Operating profit | 13,026 | 10,819 | 22,118 | 16.6% | 15.2% | 14.8% | |
Share of results of associates | 136 | 67 | 173 | ||||
Investment income | 80 | 45 | 74 | ||||
Finance costs | (220) | (246) | (432) | ||||
Finance cost of deferred consideration | (370) | (389) | (693) | ||||
Profit before tax | 12,652 | 10,296 | 21,240 |
Amounts shown above have been restated to reflect the movement of a small part of Public Relations to Advertising and Marketing Services following the creation of OPEN Health, which forms part of Advertising and Marketing Services for segmental reporting. The impact of this change for the 6 month period to 30th June 2010 (12 month period to 31st December 2010) is to decrease turnover, operating income and operating profit in the PR division by £236,000 (£405,000), £206,000 (£349,000) and £76,000 (£87,000) respectively, with corresponding increases in Advertising and Marketing Services.
Geographical segments:
The Group's operations are located in the United Kingdom, Germany, the Middle East, the USA, South Africa, India, Brazil, Australia and New Zealand. The Group's Advertising and Marketing Services division is located in the United Kingdom, Europe and the Middle East. Public relations is carried out in the United Kingdom, Germany, the Middle East and the USA. The Sports Marketing division is located in the United Kingdom, Spain, South Africa, Australia, New Zealand, Brazil and the Middle East. The Research division is located solely in the United Kingdom.
2. Basis of preparation
The interim report for the six months ended 30th June 2011 is unaudited but has been reviewed by the auditors, Deloitte LLP, and their report to Chime Communications plc is set out on page 27.
The interim report for the six months ended 30th June 2011 has been prepared in accordance with IAS 34 'Interim financial reporting' as adopted by the European Union. The consolidated interim report should be read in conjunction with the annual financial statements for the year ended 31st December 2010, which has been prepared in accordance with IFRS as adopted by the European Union. The financial information contained in the consolidated interim report does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The figures for the year ended 31st December 2010 have been extracted from the statutory financial statements which have been filed with the Registrar of Companies. The auditors' report on those financial statements was unqualified and did not contain a statement made under Section 498 (3) of the Companies Act 2006.
The annual financial statements of Chime Communications Plc are prepared in accordance with IFRS as adopted by the European Union. Except as described below, the accounting policies adopted in the preparation of the half year condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31st December 2010.
·; Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial year beginning on 1st January 2011, and impact the consolidated half year financial information as described:
·; IAS 24: Related Party Disclosures. This standard revises the definition of related parties and has no impact on the disclosures made by the Group.
Going Concern Basis
The Directors have prepared cash flow forecasts which indicate that the Group has adequate resources to continue in operational existence for the foreseeable future. In preparing these forecasts the directors have taken into account the following key factors:
i. The rate of growth of the UK and global economy on the Group's business during the economic recovery;
ii. Key client account renewals;
iii. The level of committed and variable costs; and
iv. Current new business targets compared to levels achieved in previous years.
The Group currently has a borrowing facility of £32 million which continues until July 2013. This facility is subject to banking covenants.
The Directors have concluded, based on the cash flow forecasts, that it is appropriate to prepare the accounts on a going concern basis.
Risks and uncertainties
There have been no significant changes to the risks and uncertainties affecting the Group since the publication of the Annual Report and Accounts for the year ended 31st December 2010 in March 2011. These risks, which relate principally to personnel, acquisitions and the competitive and economic environments in which the Group operates are described on pages 41-43 of the Annual Report.
3. Headline Results
6 months to 30th June 2011 (unaudited) | 6 months to 30th June 2010 (unaudited) | 12 months to 31st December 2010 (audited) | |||||||
Operating profit | Profit before tax | Operating profit | Profit before tax | Operating profit | Profit before tax | ||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||
Reported amount (before tax) | 13,026 | 12,652 | 10,819 | 10,296 | 22,118 | 21,240 | |||
Adjusting items: | |||||||||
Costs of acquisitions and restructuring* | 606 | 606 | 1,272 | 1,272 | 2,217 | 2,217 | |||
Amortisation of acquired intangibles and goodwill impairment | 911 | 911 | 756 | 756 | 3,016 | 3,016 | |||
Headline amounts (before tax) | 14,543 | 14,169 | 12,847 | 12,324 | 27,351 | 26,473 | |||
Tax | (3,632) | (3,254) | (6,505) | ||||||
Tax impact of adjusting items | - | (317) | (580) | ||||||
Headline profit for the year (after tax) | 10,537 | 8,753 | 19,388 | ||||||
Non controlling interests | (754) | (520) | (1,579) | ||||||
Headline profit for the year (after tax attributable to equity holders of the parent) | 9,783 | 8,233 | 17,809 |
*Costs of acquisitions and restructuring includes costs incurred by the Group in acquiring, reorganising and integrating acquired businesses, non-recurring business restructuring and costs associated with Board level changes. During the period costs relating to acquisitions have been incurred in the Sports Marketing Division (£525,000), Research (£18,000), Public Relations (£11,000) and Advertising and Marketing Services (£52,000).
4. Earnings per share
From continuing operations
6 months to30th June2011 | 6 months to30th June2010 | 12 months to31st December 2010 | |
(unaudited) | (unaudited) | (audited) | |
Headline earnings per share | |||
Basic | 13.07p | 12.02p | 25.49p |
Diluted | 12.67p | 11.56p | 24.95p |
Earnings per share | |||
Basic | 11.04p | 9.52p | 18.83p |
Diluted | 10.71p | 9.16p | 18.43p |
The calculation of the basic and diluted earnings per share is based on the following data: | |||
Earnings | £'000 | £'000 | £'000 |
Earnings for the purpose of basic earnings per share being headline net profit attributable to the equity holders of the parent | 9,783 | 8,233 | 17,809 |
Earnings for the purpose of basic earnings per share being net profit attributable to the equity holders of the parent | 8,266 | 6,522 | 13,156 |
Number of shares | Number | Number | Number |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 74,877,366 | 68,503,330 | 69,876,099 |
Effect of dilutive potential ordinary shares: | |||
Share options and deferred shares | 2,336,016 | 2,695,176 | 1,494,151 |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 77,213,382 | 71,198,506 | 71,370,250 |
5. Dividends
The proposed interim dividend was approved by the Board on 18th August 2011 and has not been included as a liability as at 30th June 2011. The dividend will be paid on 14th October 2011 to those shareholders on the register at 23rd September 2011. The ex-dividend date is 21st September 2011.
Under an agreement dated 3rd April 1996, The Chime Communications Employee Trust has agreed to waive dividends in respect of 569,100 ordinary shares representing 0.71% of the company's called-up share capital.
6 months to30th June2011 | 6 months to30th June2010 | 12 months to31st December 2010 | |
(unaudited) | (unaudited) | (audited) | |
£'000 | £'000 | £'000 | |
Amounts recognised as distributions to equity holders in the period(approved): | |||
Interim dividend for the year ended 31st December 2010 of 1.84p per share (2009: 1.60p per share) | - | - | 1,339 |
Final dividend for the year ended 31st December 2010 of 4.21p (2009: 3.50p) per share | 3,357 | 2,504 | 2,504 |
3,357 | 2,504 | 3,843 | |
Amounts not recognised as distributions to equity holders in the period (declared): | |||
Proposed interim dividend for the year ended 31st December 2011 of 2.08p (2010: 1.84p) per share | 1,662 | 1,339 | - |
6. Business combinations
ICON
On 6th April 2011 the group acquired 100% of Maidstone Road Holdings Limited, the holding company for ICON, for initial consideration of £11,600,000, of which £3,850,000 was paid in shares and £7,750,000 was paid in cash. Of the cash amount, £7,150,000 was funded through the placing as described in note 9.
Additional consideration is payable contingent on the results of the business to 2014, capped at a maximum of £14,000,000. The consideration is payable in 2013 (maximum of £8,000,000) with the remainder payable in 2015.
The fair value of the consideration and net assets acquired are as detailed below. The fair values are provisional due to the proximity of the acquisition to the period end.
Book value | Adjustments | Provisional fair value | ||||
£'000 | £'000 | £'000 | ||||
Goodwill | 921 | (921) | - | |||
Other intangible fixed assets | - | 641 | 641 | |||
Property, plant and equipment | 881 | - | 881 | |||
Debtors and other current assets | 4,791 | (314) | 4,477 | |||
Cash at bank | 938 | - | 938 | |||
Creditors | (5,418) | (469) | (5,887) | |||
Net assets | 2,113 | (1,063) | 1,050 | |||
Goodwill | 19,180 | |||||
Fair value of consideration | 20,230 | |||||
Cash inflow arising on acquisition (cash paid less cash acquired) | 338 |
The adjustments to goodwill and other intangibles are to derecognise the goodwill held by ICON from previous acquisitions and to recognise intangibles associated with customer relationships. Adjustments to debtors and other current assets include additional provisions recognised by Chime against debtors and stock in accordance with Chime's accounting policy. The adjustments to creditors relates to additional accruals and deferred income required by Chime's accounting policies (£302,000) as well as a deferred tax liability in respect of the intangible fixed assets detailed above (£167,000)
Costs amounting to £341,000 have been expensed during the year and are included in costs of acquisitions.
Goodwill represents the specialist skills held by ICON, together with access to a new area of sports marketing and cross selling opportunities that arise.
ICON contributed revenue of £6,197,000 and operating profit of £1,000,000 to the results of the Group since acquisition. If the acquisition had been completed at the beginning of the year, Management estimate that Group revenue for the period would have been £155,690,000 and Group operating profit would have been £12,163,000.
6. Business combinations (continued)
Golden Goal
On 1st June 2011 the group acquired 60% of Golden Goal Sports Ventures Gestão Esportiva Ltd (Golden Goal), a company incorporated in Brazil, for initial consideration of 6,384,000 Brazilian Reals (BRL), equivalent to £2,421,000. Additional consideration is payable contingent on the results of the business to 2016. Total consideration is capped at BRL 25,000,000 (approximately £10,000,000). The consideration is payable in 2014 (maximum of BRL 6,116,000) with the remainder payable in 2017.
The fair value of the consideration and net assets acquired are as detailed below. The fair values have been estimated provisionally due to the proximity of the acquisition to the period end.
Book value and provisional fair value | |||
£'000 | |||
Property, plant and equipment | 48 | ||
Debtors and other current assets | 390 | ||
Cash at bank | 115 | ||
Creditors | (821) | ||
Net liabilities | (268) | ||
Minority interest | 107 | ||
Fair value attributable to Chime | (161) | ||
Goodwill | 5,052 | ||
Fair value of consideration | 4,891 | ||
Cash outflow arising on acquisition (cash paid less cash acquired) | (2,306) |
Due to the proximity of the acquisition to the balance sheet date, no fair value adjustments have been made, including an assessment of intangible fixed assets which may be required in accordance with IFRS. The fair values have therefore been determined provisionally, and a full assessment will be made in the second half of 2011.
Costs amounting to £184,000 have been expensed during the year and are included in costs of acquisitions.
Goodwill represents the specialist skills held by Golden Goal together with access to a new geographical location and opportunities which arise from the 2014 FIFA World Cup and the 2016 Olympic Games, both of which will be held in Brazil.
Golden Goal contributed revenue of £207,000 and operating profit of £49,000 to the results of the Group since acquisition. If the acquisition had been completed at the beginning of the year, Management estimate that Group revenue for the period would have been £154,592,000 and Group operating profit would have been £13,278,000.
6. Business combinations (continued)
OPEN LEC
During the period the group acquired 100% of LEC Communications Limited group (OPEN LEC) for initial consideration of £911,000. Additional consideration is payable contingent on the results arising from existing clients of OPEN LEC over the two years following the acquisition, up to a maximum of £500,000. The total fair value of the consideration has been estimated at £1,300,000.
OPEN LEC was acquired by Chime's healthcare division, OPEN Health, which was launched in January 2011 and is reported as part of Advertising and Marketing Services. OPEN Health is a partnership between Chime and a number of individual healthcare communications specialists. Chime has contributed 51% of the capital of the partnership and receives 100% of the profits until such time that any loans to the partnership are repaid, after which the profit share attributable to Chime reverts to 51%. Chime provided all cash to finance the acquisition through a loan to the partnership.
The fair value of the consideration and net assets acquired are as detailed below. No fair value adjustments were made in respect of the acquisition.
Provisional fair value | ||||||
£'000 | ||||||
Property, plant and equipment | 14 | |||||
Debtors | 360 | |||||
Cash at bank | 946 | |||||
Creditors | (761) | |||||
Net assets | 559 | |||||
Goodwill | 741 | |||||
Fair value of consideration | 1,300 | |||||
Cash inflow arising on acquisition (cash paid less cash acquired) | 35 |
Costs amounting to £52,000 have been recognised as an expense during the year and are included in costs of acquisitions.
Goodwill represents the specialist skills held by OPEN LEC Limited, together with relationships with clients which may be leveraged by OPEN Health.
OPEN LEC contributed revenue of £325,000 and operating profit of £16,000 to the results of the Group since acquisition. If the acquisition had been completed at the beginning of the year, Management estimate that Group revenue for the period would have been £153,878,000 and Group operating profit would have been £12,625,000.
7. Goodwill
6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | |||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Carrying amount at 1st January before fair value adjustments | 149,487 | 144,614 | 144,614 | ||
Restatement as a result of fair value adjustments | - | 535 | 346 | ||
Carrying amount at 1st January after fair value adjustments | 149,487 | 145,149 | 144,960 | ||
Exchange differences | 178 | (388) | (186) | ||
Recognised on acquisition of subsidiaries | 24,973 | 1,683 | 1,807 | ||
Other changes in respect of prior year acquisitions | 237 | 3,368 | 4,589 | ||
Impairment | - | (100) | (1,683) | ||
At 30th June and 31st December | 174,875 | 149,712 | 149,487 |
Other changes in respect of prior year acquisitions includes revisions to the estimate of deferred consideration payable relating to acquisitions completed in previous years.
8. Purchase of non-controlling interests
During the period Chime purchased the remaining 25% of Facts International for consideration of £1,700,000, of which £1,000,000 was paid in cash and £700,000 in shares. Additional deferred consideration of £140,000 is also payable in cash contingent on the results of the business in 2011. Full provision has been made for this amount. Costs amounting to £18,000 have been expensed during the year and are included in costs of acquisitions.
In addition, Chime purchased an additional 20% of Bell Pottinger Middle East for cash consideration of £1,000,000, taking its interest to 90%. Additional consideration of up to £1,000,000 is payable contingent on the results of the business to 2013. Provision of £486,000 has been made in respect of the deferred consideration. The purchase was the result of the exercise of a put option held by one of the minority shareholders. The value of the put options, which related to the 30% non-controlling shareholding, was £2,000,000 and therefore two thirds of this has been released. Costs amounting to £11,000 have been expensed during the year and are included in costs of acquisitions.
9. Issue of ordinary share capital
On 6th April 2011 Chime announced a placing of £12.25 million at 260 pence per ordinary share by way of a vendor placing relating to the acquisition of ICON of £7,150,000 and a cash placing of £5,100,000.
In addition, following the completion of the earn-out period in respect of the acquisition of Stuart Higgins Communications, a payment of £1,289,000 was made, of which 50% was paid in shares at 264 pence per ordinary share, and 50% in cash.
Costs of £487,000 relating to the issue of share capital have been included in share premium.
10. Notes to the consolidated cash flow statement
6 months to 30th June 2011 | 6 months to 30th June 2010 | 12 months to 31st December 2010 | |||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Operating profit | 13,026 | 10,819 | 22,118 | ||
Adjustments for: | |||||
Share based payment expense | 425 | 635 | 1,170 | ||
Translation differences | (44) | (172) | 57 | ||
Depreciation of property, plant and equipment | 1,199 | 997 | 2,135 | ||
Amortisation of intangible fixed assets | 911 | 11 | 1,352 | ||
Impairment of goodwill | - | 756 | 1,683 | ||
Loss on disposal of property, plant and equipment | 27 | (2) | 15 | ||
(Decrease)/increase in provisions | (304) | (83) | 183 | ||
Operating cash flows before movements in working capital | 15,240 | 12,961 | 28,713 | ||
Increase in work in progress | (243) | (244) | (1,722) | ||
(Increase)/decrease in receivables | 872 | (584) | (18,939) | ||
Increase/(decrease) in payables | (5,625) | 3,066 | 15,601 | ||
Cash generated from operations | 10,244 | 15,199 | 23,653 | ||
Income taxes paid | (2,697) | (3,859) | (6,778) | ||
Interest paid | (218) | (231) | (427) | ||
Net cash from operating activities | 7,329 | 11,109 | 16,448 |
11. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. During the year Group companies entered into the following significant transactions with related parties who are not members of the Group.
6 months to 30th June 2011 (unaudited) | ||||
Sale of services £'000 | Purchase of services £'000 | Amounts owed by related parties £'000 | Amounts owed to related parties £'000 | |
Associates | ||||
Rare Corporate Design Limited | 91 | 176 | 55 | 66 |
The Agency of Someone Limited | 5 | 139 | 61 | - |
6 months to 30th June 2010 (unaudited) | ||||
Sale of services £'000 | Purchase of services £'000 | Amounts owed by related parties £'000 | Amounts owed to related parties £'000 | |
Associates | ||||
Rare Corporate Design Limited | 58 | 294 | 32 | 97 |
12 months to 31st December 2010 (audited) | ||||
Sale of services £'000 | Purchase of services £'000 | Amounts owed by related parties £'000 | Amounts owed to related parties £'000 | |
Associates | ||||
Rare Corporate Design Limited | 159 | 470 | 74 | 127 |
The Agency of Someone Limited | 3 | 265 | 237 | 6 |
12. Subsequent events
On 13th July 2011, Chime announced the acquisition of 100% of the share capital of Reynolds-MacKenzie Limited ('RML') for an initial consideration of £2,600,000. The initial consideration comprised £1,600,000 in cash and the issue of 188,894 new ordinary shares in Chime, and £500,000 in cash representing working capital of RML at acquisition that is surplus to requirements after joining the group.
Further tranches of deferred contingent consideration totalling a maximum of £6,900,000, may be payable depending upon the future trading performance of RML. At Chime's option up to 25% of the deferred consideration may be satisfied through the issue of new Chime ordinary shares.
RML forms part of Chime's healthcare division, OPEN Health, which was launched in January 2011.
Forward looking statements
The interim management report contains certain forward looking statements in respect of Chime Communications plc and the operation of its subsidiaries. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that may or may not occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. Nothing in this announcement should be construed as a profit forecast.
Responsibility statement
We confirm that to the best of our knowledge;
(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
By order of the board
Mark Smith
Finance Director
23rd August 2011
INDEPENDENT REVIEW REPORT TO CHIME COMMUNICATIONS PLC
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30th June 2011 which comprises the income statement, the balance sheet, the statement of changes in equity, the cash flow statement and related notes 1 to 12. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30th June 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
23rd August 2011
Related Shares:
CHW.L