29th Aug 2012 07:00
29th August 2012
CHIME COMMUNICATIONS PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30TH JUNE 2012
Chime Communications PLC, the International Communications & Sports Marketing group, today announces its unaudited interim results for the six months ended 30th June 2012.
SUMMARY OF RESULTS
These results are the first results to reflect the Group in its continuing form following the sale of some Bell Pottinger businesses and the planned closure of other Bell Pottinger businesses, once two overseas contracts have been completed early in 2013.
HEADLINE FINANCIAL HIGHLIGHTS
Headline results exclude businesses that have been sold or are in the process of being closed.
| 2012 £m | 2011 £m | 2012 % Change
| 2012 Like for Like Change |
Operating Income | 73.7 | 55.3 | +33% | +19% |
Operating Profit | 11.3 | 7.8 | +45% | +66% |
Profit Before Tax | 10.9 | 7.4 | +47% | |
Operating Profit Margin | 15.4% | 14.1% | ||
Earnings per Share | 9.3p | 7.1p | +32% | |
Interim Dividend | 2.10p | 2.08p | +1% |
·; Net cash as at 30th June 2012 of £21.8 million compared to £6.9 million at 30th June 2011 and £3.3 million as at 31st December 2011.
·; New £47 million four year bank facility agreed with RBS.
REPORTED FINANCIAL HIGHLIGHTS
Reported results exclude businesses that have been sold but include businesses that are in the process of being closed.
| 2012 £m | 2011 £m | 2012 Change
|
Operating Income | 75.2 | 63.1 | +19% |
Operating Profit | 8.1 | 11.8 | -31% |
Profit Before Tax | 6.7 | 11.4 | -41% |
Operating Profit Margin | 10.8% | 18.6% | |
Earnings per Share | 8.1p | 10.7p | -24%
|
OPERATIONAL HIGHLIGHTS
·; Strong growth in all areas, especially Sports Marketing
·; Successful execution of 2012 Olympic contracts, Paralympic contracts underway
·; Substantial investment in new offices and new products in VCCP
·; New offices opened in Sydney, Madrid, Moscow and Singapore
·; Completed acquisitions of iLUKA, McKenzie Clark, Harvey Walsh (51%), Succinct and Rough Hill (60%)
·; Disposal of most of the Bell Pottinger businesses completed for £19.6 million
- Rebalancing of the Group
- Significant central cost reduction
- Cash from disposal to be invested in growth areas
·; Exit from the remaining Bell Pottinger geopolitical business largely complete
·; New Chairman being actively sought
Note: 1. All numbers and comments shown in this report are headline unless otherwise stated. During the first half of 2012 all the Bell Pottinger branded businesses were either sold or are in the process of being exited. Chime has been exiting the geopolitical business within Bell Pottinger since late 2011, although there remain two contracts which Chime still has to complete legally. One ends in November 2012 and the other in January 2013. The work has been sub-contracted to third parties and Chime is not expected to make any profit or loss on these contracts in the period to completion. Under accounting standards this line of business does not meet the definition of discontinued at 30 June 2012 due to Chime's legal obligation in the completion of the contracts. Given the substantial exit of this business we have shown the impact in this announcement as if this business was discontinued so as to provide helpful information about our on-going business. Headline figures are also before taking account of amortisation of intangible assets and impairment of goodwill and costs relating to acquisition and restructuring. The appendix to this announcement shows a reconciliation of these headline numbers to the reported numbers.
2. Like for Like comparisons are calculated by taking current year actual results (which include acquisitions from the relevant date of completion) compared with prior year actual results, adjusted to include the results of acquisitions for the commensurate period in the prior year.
Christopher Satterthwaite, Chief Executive, said:
"We are reporting strong income and profit growth in our continuing businesses whilst evolving into an international communications and sports marketing group. We are now well positioned in these high growth sectors, especially sports marketing, which has become the leading way for global brands to engage their audiences as the 2012 Olympic and Paralympic Games have demonstrated. Despite difficult overall economic conditions we anticipate continued growth in our sectors and in our businesses and, as such, the long term outlook for the Group remains very good."
For further information please contact:
Christopher Satterthwaite, Chief Executive Chime Communications | 020 7861 8515
|
Mark Smith, Chief Operating Officer and Finance Director Chime Communications
|
020 7861 8515 |
James Henderson/ Victoria Geoghegan Pelham Bell Pottinger
| 020 7861 3925 |
OVERVIEW
This set of results covers a period in which Chime has developed its business further around its core, market-leading brands and disposed of some non-core assets. The period has seen the Group continue to pursue its transition strategy from being a diversified group with an emphasis on public relations to being an international communications and sports marketing business. The Board believes this strategy leaves Chime well positioned for growth, delivering high-value services across more profitable sectors and growing geographies.
The Group's growth strategy revolves around four key areas: sports marketing, advertising, public relations (including healthcare communications), insight & engagement and four respective brands: CSM Sports & Entertainment, VCCP, Good Relations and CIE.
CSM Sports & Entertainment, which employs over 500 people, is in the top five agencies globally for sports marketing and has offices in 15 different cities in the world. VCCP is an award winning, top ten advertising agency in the UK and has been ranked in the top five of Campaign magazine's new business league table for the last two years. Good Relations is a well-established public relations brand, and is also a top ten UK public relations agency. CIE is a full service insight and engagement division, with a growing digital platform.
The Group's vision is to consolidate its market-leading position by focusing on sectors and geographies yielding more profitable and higher levels of growth, in order to maximise returns to shareholders.
This growth will be fuelled by a variety of drivers, both market and Chime-specific with organic and acquisitive growth opportunities funded by proceeds from the recent disposal, modest use of debt facilities and cash generated from operations.
MARKET DRIVERS OF GROWTH
Sports & Entertainment
Revenue growth in the global sponsorship market is forecast by PwC to be 5% per annum, well ahead of general marketing communications growth rates. London 2012 attracted £800m of sponsorship revenues. Brazil 2016 is already attracting major global sponsors at higher levels of sponsorship than London.
Sporting audiences are increasing globally through more consumers accessing sporting content on their mobile devices. By 2015 it is expected that 5.5 billion of the world's 7 billion population will be mobile-enabled and able to access such content.
Naturally, growth rates in emerging markets are particularly strong with FIFA estimating that 70% of its rights sales will be in Asia and Latin America, against a current contribution of 30%. Domestic growth also remains strong with broadcast rights for the English Premier League having recently increased by 70%, a trend which is expected to be replicated globally.
To date in Sports Marketing, Chime has acquired ten businesses, entered 12 markets and grown operating income to over £55 million per annum.
Healthcare (Part of Chime's Public Relations Division)
A similarly positive growth effect is being experienced in the global pharmaceuticals market with Discovery Search Partners forecasting an annual growth rate between now and 2014 of 5-8%.
This growth is likely to add c. $300 billion in additional revenue, increasing the total market size to $1.1 trillion by 2014. Marketing expenditure is expected to be about $100 billion with three distinct changes in spending patterns:
• a decline in sales and advertising focused activity;
• a growth in science-focused medical communications, direct to patient and digital channels; and
• the emergence of "market access" as a major growth sector
In the last 18 months, Chime's 'Open Health' brand has established a credible European footprint with an emphasis on market access. It is challenging the existing legacy healthcare communications brands following four well targeted acquisitions.
Digital
GroupM estimates that online communications will be worth £4.8 billion in 2012 with a growth rate close to 10%. Credit Suisse, the financial services group, forecasts an important shift in the future marketing mix with a far greater contribution from digital applications, social media and online video and the level of disposable income consumers dedicate to this.
In 2012 Chime has launched two start-up digital businesses: Watermelon Research and VCCP Content.
International
Geographically, emerging markets are forecast to experience growth rates well in excess of developed markets. Forecasts from GroupM predict the Asia Pacific, Latin America and Chinese regions all registering year-on-year growth in the range of 8% -13%, well in excess of the UK and Western Europe. China at 13% and Brazil at 10% are two stand-out countries. Chime is well positioned to benefit from this growth with offices in 33 countries, including 14 offices in the top six high-growth regions.
Chime specific drivers of growth
Internally, Chime intends to leverage market drivers of growth via a number of strategic activities including:
Organic Growth
·; Opportunity to build "full service" organic growth in all CSM geographies (London and Brazil first)
·; Opportunity to increase CSM's offering into new sports, eg. motorsport
·; Significant room for growth within existing advertising and marketing services franchise
·; Refocusing of public relations division around "Good Relations"
·; Insight and Engagement full service capability provides basis for continued growth
·; Digital as a platform for VCCP growth. VCCP is already one of the most digital "full service" agency groups
·; Scope to increase cross selling by group companies
·; Margin improvements possible, particularly in advertising and marketing services
·; Tight cost control a priority
Start-Ups/Chime Ventures
Focus will be on digital and technology. Two digital start-ups planned each year.
New Offices
New offices will be opened in high-growth regions and, wherever possible, revenue flow will be planned to precede investment. These new offices are expected to be mainly in sports marketing and advertising.
Acquisitions
The Company is planning further acquisitions where appropriate. Chime has a good recent acquisition record with a 16% return on capital employed for acquisitions in the last five years. Acquisitions are likely to be in new marketing disciplines or geographies and to be earnings enhancing in their first year.
HEADLINE FIRST HALF PERFORMANCE
The continuing business has delivered strong growth registering a 66% increase in operating profit on a 19% increase in operating income.
The Sports Marketing division, which was rebranded 'CSM Sports & Entertainment' during the first half, delivered 39% like-for-like growth in operating income and 161% like for like growth in operating profit. This performance reflects CSM's involvement in London 2012 as well as other client wins.
The VCCP Partnership delivered good income growth of 10% but the margin was lower than planned due to investment in new businesses and new business pitches.
The Public Relations division is being restructured following the disposal of the Bell Pottinger brands for £19.6 million. The Board believes it achieved a very good price for these businesses. The Public Relations division now consists of the Good Relations Group and Open Health, the healthcare communications business which is also growing well.
All areas of the Insight and Engagement division are now profitable and it is showing strong growth with good future prospects as new services and expertise are introduced into the management plans.
REPORTED FIRST HALF PERFORMANCE
·; Reported operating income has increased due to strong growth in Sports Marketing which has more than offset the decrease in the Public Relations businesses being closed.
·; Reported operating profit has reduced due to a loss in the Public Relations businesses that are being closed and the related costs of closure; however, this has been partly offset by the increase in operating profit in Sports Marketing.
·; Reported operating profit margin has declined mainly in the businesses being closed. This has been partly offset by an increase in the operating profit margin of Sports Marketing.
FIRST HALF KEY PERFORMANCE INDICATORS
Income from Shared Clients
The Group acted for 1,334 clients in the first half of 2012 compared to 996 in the first half of 2011. 171 of these clients used more than one of our businesses (140 in the first half of 2011) which represented 63% of total operating income (first half 2011: 61%).
Average Fee per Client
Average fee per client for the first half of 2012 was £55,000, in line with the first half of 2011. 209 clients paid us over £50,000 in the first half of 2012 compared to 155 in the first half of 2011. Our largest client represented 14% of total income (first half 2011: 17%). Our top 30 clients represented 51% of total income compared to 54% in the first half of 2011.
Operating Profit Margin
Operating profit margin for the first half of 2012 was 15.4% compared to 14.1% in the first half of 2011.
Income from Overseas Offices
Income from overseas offices increased by 4% in the first half of 2012, although as a percentage of total income it reduced from 16% in the first half of 2011 to 12% in the first half of 2012. Much of our future growth is expected to come from international offices so we expect this percentage to increase substantially in 2013 and beyond.
Earnings per Share
Earnings per share in the first half of 2012 increased to 9.3p (2011 first half: 7.1p).
HEADLINE DIVISIONAL PERFORMANCE
Sports & Entertainment
2012 £m | 2011 £m | % Change | 2012 Like for Like Change | |
Operating Income | 31.4 | 19.2 | +64% | +39% |
Operating Profit | 7.5 | 4.5 | +68% | +161% |
Operating Profit Margin | 24.0% | 23.4% |
London 2012 has been an excellent contributor to this division and the work we have undertaken will act as a strong sales and marketing platform for the proliferation of high profile sports events globally. Income was up 64% and operating profit was up 68%.
During the first half of the year the Company completed the acquisitions of iLUKA and McKenzie Clark, both of which are integrating well and are on track to be earnings enhancing in the full year.
Planning for both the FIFA World Cup in 2014 and the 2016 Olympics in Brazil are progressing with sponsorship revenue expected to grow significantly. A growing international new business pipeline and planned acquisitions mean that CSM should perform well in the coming years.
CSM London 2012 activity has included:
·; Direct involvement in the bid including securing commercial partners, drawing up key legacy plans and providing the Bid's Vice-President, Alan Pascoe
·; Consulting for four of LOCOG's primary sponsors: GSK, BT, BP & G4S
·; Managing the attendance of 40,000 guests through hospitality programmes including event hospitality for 12 sponsors and 13,000 VIPs
·; Design of the Olympic pictograms (Chime brand design agency, Someone)
·; Creation of the UK Schools games and Paralympic World Cup
·; Rights sales on behalf of five GB Olympic sports' National Governing Bodies
·; Event presentation of 18 Olympic and eight Paralympic sports
·; 'Event Look', 'Branding' and 'Wayfinding' for every event and city dressing throughout the UK
·; Created and built sponsor facilities for EDF, BP and Olympic Club for the IOC
Advertising & Marketing Services
2012 £m | 2011 £m | % Change | 2012 Like for Like Change | |
Operating Income | 24.4 | 22.2 | +10% | +7% |
Operating Profit | 1.8 | 2.9 | -39% | -45% |
Operating Profit Margin | 7.2% | 13.0% |
The VCCP Partnership has shown good operating income growth of 10%, but investment has increased costs in this business. Had this investment not been made, the margin would have been close to our target of 15%. VCCP is now a UK top ten agency.
The business has implemented start-ups in Spain and Australia and in Content, Media and Direct Marketing. There was also a sizeable investment in new business pitches in the first half which has led VCCP to be third in the UK new business league table. Further investment in these start-ups is expected in the second half.
Rough Hill, a youth marketing business, was acquired in April 2012 and this is integrating well.
Teamspirit, the specialist financial services full service agency, is also looking to develop new sector specific areas of expertise, eg. B2B and technology.
Public Relations
2012 £m | 2011 £m | % Change | 2012 Like for Like Change | |
Operating Income | 13.3 | 10.0 | +34% | +6% |
Operating Profit | 1.5 | 0.4 | +244% | +96% |
Operating Profit Margin | 11.1% | 4.3% |
The disposal of Bell Pottinger was completed in the first half and the remaining geopolitical business is in the process of being closed. The Good Relations Group provides an excellent platform for growth in this division, with a strong client list including Weetabix, Compare the Market, Airbus and TalkTalk.
Good Relations is targeting to become a top five agency group in the UK. This division also includes: Open Health, the full service healthcare business, which has shown strong growth, as well as completing the acquisitions of Harvey Walsh and Succinct.
Insight & Engagement
2012 £m | 2011£m | % Change | 2012 Like for Like Change | |
Operating Income | 4.6 | 3.9 | +18% | +18% |
Operating Profit | 0.9 | 0.4 | +148% | +148% |
Operating Profit Margin | 19.0% | 9.1% |
CIE had an excellent first half year with operating income growing by 18% and operating profit growing by 148%. Margin has improved from 9.1% to 19.0%.
The newly launched digital research business (Watermelon Research) is already profitable and has excellent future prospects.
CORPORATE ACTIVITY
The sale of certain Bell Pottinger businesses to a management team was completed on 30th June 2012 for a consideration of £19.6 million. This was made up of:
·; £13.9 million in cash paid at completion
·; £1 million in cash payable by 30th June 2013
·; A 25% shareholding in the new company that now owns these Bell Pottinger businesses (£4.1 million)
·; £0.6 million of deferred consideration liability that has been transferred
The total consideration represents an 8x EBIT multiple for 2011.
So far in 2012, we have acquired:
·; iLUKA (sports marketing)
·; McKenzie Clark (healthcare)
·; Harvey Walsh (51%) (healthcare)
·; Succinct (healthcare)
·; Rough Hill (60%) (youth marketing)
CASH FLOW AND BANKING ARRANGEMENTS
Net cash at 30th June 2012 was £21.8m compared to £6.9m at 30th June 2011. The Group continued to generate cash with cash conversion on profits of 190%.
A new four year borrowing facility has been agreed with RBS for £47m. This runs until September 2016, with an interest rate of between 1.75% and 2.25%, depending on use of the facility compared to EBITDA. Deferred considerations payable in the remainder of 2012 are £2.6 million. The estimated deferred considerations payable in 2013 total £12.9 million and are payable £7.4 million in cash and £5.5 million in shares. Given the Group's current cash position it is considering purchasing shares in the marketplace to satisfy some or all of this share element, rather than using new shares.
TAXATION
The effective tax rate for 2012 was 26.7% compared to 25.7% for 2011.
DIVIDENDS
The Board has declared an interim dividend of 2.10p per share (2011: 2.08p per share). The interim dividend will be payable on 12th October 2012 to shareholders on the register at 21st September 2012. The ex-dividend date is 19th September 2012.
OUTLOOK
The transition from a diversified group with an emphasis on public relations to an international communications and sports marketing group is well advanced. The group is building market leading brands to challenge and win market share from the competition in market sectors that are growing ahead of general marketing communication disciplines.
Despite a challenging macro-economic environment, Chime anticipates positive organic growth especially from its sports marketing division, which has doubled its income in the first half of the year already.
With further acquisitions planned, tight cost control, new banking facilities agreed and positive contributions from the other divisions, the outlook for the Group remains good.
Reconciliation of Condensed Income Statement to headline results for the period ended 30 June 2012
The reconciliation below sets out the headline results of the group and the related adjustments to the reported Income Statement that the directors consider necessary in order to provide an indication of the underlying trading performance.
Headline | Adjustments | Reported Income Statement | |||||||
6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | 6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | 6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Continuing Operations | |||||||||
Revenue | 160,546 | 96,327 | 212,374 | 7,126 | 38,017 | 73,275 | 167,672 | 134,344 | 285,649 |
Cost of sales | (86,827) | (41,072) | (96,027) | (5,597) | (30,174) | (58,186) | (92,424) | (71,246) | (154,213) |
Operating income | 73,719 | 55,255 | 116,347 | 1,529 | 7,843 | 15,089 | 75,248 | 63,098 | 131,436 |
Operating expenses | (62,393) | (47,458) | (100,712) | (4,742) | (3,881) | (9,022) | (67,135) | (51,339) | (109,734) |
Loss/(profit) on business being discontinued | 910 | (6,212) | (11,872) | ||||||
Amortisation of acquired intangibles and goodwill impairment | 1,321 | 911 | 3,299 | ||||||
Costs of acquisitions and restructuring | 982 | 1,339 | 2,506 | ||||||
- | - | ||||||||
Operating profit | 11,326 | 7,797 | 15,635 | (3,213) | 3,962 | 6,067 | 8,113 | 11,759 | 21,702 |
Loss on disposal of subsidiary | - | - | - | (895) | - | - | (895) | - | - |
Share of results of associates | 113 | 136 | 344 | (51) | - | - | 62 | 136 | 344 |
Investment income | 15 | 80 | 101 | - | - | 9 | 15 | 80 | 110 |
Finance costs | (238) | (226) | (468) | - | 6 | - | (238) | (220) | (468) |
Finance cost of deferred consideration | (338) | (370) | (826) | - | - | - | (338) | (370) | (826) |
Profit before tax | 10,878 | 7,417 | 14,786 | (4,159) | 3,968 | 6,076 | 6,719 | 11,385 | 20,862 |
Tax | (2,956) | (1,678) | (4,147) | 694 | (1,590) | (2,773) | (2,262) | (3,268) | (6,920) |
Profit for the period from continuing operations | 7,922 | 5,739 | 10,639 | (3,465) | 2,378 | 3,303 | 4,457 | 8,117 | 13,942 |
Discontinued operations | |||||||||
Profit/(loss) from discontinued operations | 1,419 | 5,337 | 11,517 | 1,562 | (4,434) | (8,245) | 2,981 | 903 | 3,272 |
Profit for the period | 9,341 | 11,076 | 22,156 | (1,903) | (2,056) | (4,942) | 7,438 | 9,020 | 17,214 |
Attributable to: | |||||||||
Equity holders of the parent | 8,440 | 10,800 | 21,439 | (1,903) | (2,534) | (5,903) | 6,537 | 8,266 | 15,536 |
Minority interest | 901 | 276 | 717 | 478 | 961 | 901 | 754 | 1,678 | |
9,341 | 11,076 | 22,156 | (1,903) | (2,056) | (4,942) | 7,438 | 9,020 | 17,214 | |
Earnings per share | |||||||||
From continuing and discontinuing operations | |||||||||
Basic | 10.57p | 14.14p | 27.09p | 8.19p | 11.04p | 20.17p | |||
Diluted | 10.46p | 13.71p | 26.56p | 8.10p | 10.71p | 19.78p | |||
From continuing operations | |||||||||
Basic | 9.40p | 7.30p | 12.88p | 5.06p | 10.47p | 17.17p | |||
Diluted | 9.30p | 7.07p | 12.63p | 5.01p | 10.15p | 16.84p |
Headline figures are presented with the exit of the Public Advocacy and Defacto businesses classed as discontinued operations.
Reconciliation of Business Segments to adjusted results for the period ended 30 June 2012
Reported Segmental Note | |||||||||
Headline Operating Income | Adjustments | Operating Income | |||||||
6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | 6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | 6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | |
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) |
| |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Sports & Entertainment | 31,375 | 19,163 | 40,021 | 31,375 | 19,163 | 40,021 | |||
Advertising and Marketing Services | 24,434 | 22,230 | 46,531 | 24,434 | 22,230 | 46,531 | |||
Public Relations | 13,321 | 9,978 | 21,894 | 1,529 | 7,843 | 15,089 | 14,850 | 17,821 | 36,983 |
Insight & Engagement | 4,589 | 3,884 | 7,901 | 4,589 | 3,884 | 7,901 | |||
73,719 | 55,255 | 116,347 | 1,529 | 7,843 | 15,089 | 75,248 | 63,098 | 131,436 | |
Headline Operating Profit | Adjustments | Operating Profit | |||||||
Sports & Entertainment | 7,527 | 4,487 | 7,692 | (1,604) | (1,494) | (1,808) | 5,923 | 2,993 | 5,884 |
Advertising and Marketing Services | 1,759 | 2,895 | 6,409 | (114) | (297) | (559) | 1,645 | 2,598 | 5,850 |
Public Relations | 1,480 | 430 | 1,243 | (1,229) | 5,843 | 10,047 | 251 | 6,273 | 11,290 |
Insight & Engagement | 874 | 353 | 1,015 | (71) | (90) | (143) | 803 | 263 | 872 |
11,640 | 8,165 | 16,359 | (3,018) | 3,962 | 7,537 | 8,622 | 12,127 | 23,896 | |
Unallocated corporate expenses | (314) | (368) | (724) | (195) | - | (1,470) | (509) | (368) | (2,194) |
Operating profit | 11,326 | 7,797 | 15,635 | (3,213) | 3,962 | 6,067 | 8,113 | 11,759 | 21,702 |
Loss on disposal of subsidiary | - | - | - | (895) | - | - | (895) | - | - |
Share of results of associates | 113 | 136 | 344 | (51) | - | - | 62 | 136 | 344 |
Investment income | 15 | 80 | 101 | - | - | 9 | 15 | 80 | 110 |
Finance costs | (238) | (226) | (468) | - | 6 | - | (238) | (220) | (468) |
Finance cost of deferred consideration | (338) | (370) | (826) | - | - | - | (338) | (370) | (826) |
Profit before tax | 10,878 | 7,417 | 14,786 | (4,159) | 3,968 | 6,076 | 6,719 | 11,385 | 20,862 |
Headline Operating Profit Margin | Operating Profit Margin | ||||||||
6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | 6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | ||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | ||||
% | % | % | % | % | % | ||||
Sports & Entertainment | 24.0% | 23.4% | 19.2% | 18.9% | 15.6% | 14.7% | |||
Advertising and Marketing Services | 7.2% | 13.0% | 13.8% | 6.7% | 11.7% | 12.6% | |||
Public Relations | 11.1% | 4.3% | 5.7% | 1.7% | 35.2% | 30.5% | |||
Insight & Engagement | 19.0% | 9.1% | 12.8% | 17.5% | 6.8% | 11.0% | |||
15.8% | 14.8% | 14.1% | 11.5% | 19.2% | 18.2% | ||||
Unallocated corporate expenses | (0.4%) | (0.7%) | (0.7%) | (0.7%) | (0.6%) | (1.7%) | |||
Operating profit | 15.4% | 14.1% | 13.4% | 10.8% | 18.6% | 16.5% |
Headline figures are presented with the exit of the Public Advocacy and Defacto businesses classed as discontinued operations.
Key risks and uncertainties
As described more fully on pages 44 and 45 of the 2011 Annual Report and Accounts, and in addition to the general economic and competitive risks affecting businesses operating in the Group's markets, the following are considered to be the principal risks impacting the Group:
·; The Group receives a significant portion of its revenues from a limited number of large clients, and the loss of those clients would adversely impact the Group's prospects, business, financial condition and result of operations.
·; The Group must ensure it retains and develops personnel at all levels
·; Acquired goodwill and other intangible assets recorded on the Group's balance sheet with respect to acquired companies may become impaired
·; The Group is subject to currency rate risk
The Group performs a comprehensive annual risk assessment exercise involving all senior management teams around the Group to identify report and evaluate operational risks facing the business and ensure appropriate actions are undertaken to manage these risks.
The Directors have considered whether these risks have changed since the 2011 Annual Report and Accounts were published, but do not consider that the level of risk that the Group is exposed to has increased in the first half of 2012 and anticipate that these will continue to be the key risks and uncertainties during the second half of 2012.
Going Concern
The directors have assessed the future funding requirements of the Group and are of the opinion that the Group has adequate resources to fund its operations for the foreseeable future. Therefore they believe that it is appropriate to prepare the accounts on a going concern basis. For further details please see Note 2 to the Financial Statements.
Condensed Consolidated Income Statement
Six months ended 30th June 2012
6 months to 30 June 2012 | 6 months to 30 June 2011* | 12 months to 31 December 2011* | ||||
Note | (unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | ||||
Continuing Operations | ||||||
Revenue | 167,672 | 134,344 | 285,649 | |||
Cost of sales | (92,424) | (71,246) | (154,213) | |||
Operating income | 75,248 | 63,098 | 131,436 | |||
Operating expenses | (67,135) | (51,339) | (109,734) | |||
Operating profit | 8,113 | 11,759 | 21,702 | |||
Loss on disposal of subsidiary | (895) | - | - | |||
Share of results of associates | 62 | 136 | 344 | |||
Investment income | 15 | 80 | 110 | |||
Finance costs | (238) | (220) | (468) | |||
Finance cost of deferred consideration | (338) | (370) | (826) | |||
Profit before tax | 6,719 | 11,385 | 20,862 | |||
Tax | (2,262) | (3,268) | (6,920) | |||
Profit for the period from continuing operations | 4,457 | 8,117 | 13,942 | |||
Discontinued operations | ||||||
Profit from discontinued operations | 5 | 2,981 | 903 | 3,272 | ||
Profit for the period | 7,438 | 9,020 | 17,214 | |||
Attributable to: | ||||||
Equity holders of the parent | 6,537 | 8,266 | 15,536 | |||
Minority interest | 901 | 754 | 1,678 | |||
7,438 | 9,020 | 17,214 | ||||
Earnings per share | ||||||
From continuing and discontinued operations | ||||||
Basic | 3 | 8.19p | 11.04p | 20.17p | ||
Diluted | 3 | 8.10p | 10.71p | 19.78p |
* These amounts together with the applicable note have been represented for discontinued operations (note 5), in line with IFRS 5.
Condensed Consolidated Statement of Comprehensive Income
Six months ended 30th June 2012
6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | |||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Profit for the period | 7,438 | 9,020 | 17,214 | ||
Profit on revaluation of available for sale investments | 25 | - | - | ||
Exchange differences on translation of foreign operations | (635) | 212 | (427) | ||
Total comprehensive income for the period | 6,828 | 9,232 | 16,787 | ||
Attributable to | |||||
Equity holders of the parent | 5,932 | 8,478 | 15,063 | ||
Non-controlling interest | 896 | 754 | 1,724 | ||
6,828 | 9,232 | 16,787 |
Condensed Consolidated Balance Sheet as at 30th June 2012
As at 30 June 2012 | As at 30 June 2011* | As at 31 December 2011* | ||||
(unaudited) | (unaudited) | (audited) | ||||
Note | £'000 | £'000 | £'000 | |||
Non-current assets | ||||||
Goodwill | 7 | 189,290 | 174,875 | 176,721 | ||
Other intangible assets | 3,153 | 4,028 | 3,471 | |||
Property, plant and equipment | 7,893 | 6,712 | 7,327 | |||
Investments in associates | 5,206 | 1,273 | 716 | |||
Other investments | 1,145 | - | 1,014 | |||
Deferred consideration receivable | 344 | 345 | 507 | |||
Deferred tax asset | 1,378 | 883 | 1,032 | |||
208,409 | 188,116 | 190,788 | ||||
Current assets | ||||||
Work in progress | 5,539 | 4,718 | 4,158 | |||
Trade and other receivables | 84,340 | 70,076 | 68,246 | |||
Deferred consideration receivable | 1,250 | - | - | |||
Current tax receivable | - | - | 182 | |||
Cash and cash equivalents | 35,101 | 8,891 | 11,320 | |||
126,230 | 83,685 | 83,906 | ||||
Total assets | 334,639 | 271,801 | 274,694 | |||
Current liabilities | ||||||
Trade and other payables | (113,492) | (84,443) | (78,025) | |||
Current tax liabilities | (3,245) | (5,222) | (4,402) | |||
Obligations under finance leases | (56) | (15) | (70) | |||
Bank loans and overdrafts | (13,002) | (5) | - | |||
Deferred consideration | (16,109) | (2,250) | (3,602) | |||
Provisions | (97) | (1,329) | (23) | |||
(146,001) | (93,264) | (86,122) | ||||
Net current liabilities | (19,771) | (9,579) | (2,216) | |||
Non-current liabilities | ||||||
Bank loans payable after more than one year | - | (1,800) | (7,769) | |||
Deferred consideration | (19,493) | (20,028) | (18,058) | |||
Provisions | (225) | (811) | (279) | |||
Obligations under finance leases | (172) | (74) | (80) | |||
(19,890) | (22,713) | (26,186) | ||||
Total liabilities | (165,891) | (115,977) | (112,308) | |||
Net assets | 168,748 | 155,824 | 162,386 | |||
Equity | ||||||
Share capital | 20,464 | 20,115 | 20,237 | |||
Share premium account | 81,709 | 79,049 | 79,986 | |||
Own shares | (3,404) | (3,778) | (4,191) | |||
Capital reduction reserve | 32,385 | 32,385 | 32,385 | |||
Translation reserve | 47 | 1,353 | 668 | |||
Accumulated profits | 36,393 | 26,842 | 32,328 | |||
Equity attributable to equity holders of the Parent | 167,594 | 155,966 | 161,413 | |||
Written put options over non-controlling interests | - | (667) | - | |||
Non-controlling interests | 1,154 | 525 | 973 | |||
Total equity | 168,748 | 155,824 | 162,386 |
.
Condensed Consolidated Statement of Changes in Equity
Period ended 30 June 2012 | ||||||||||
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 1 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 30 June 2011 | 20,115 | 79,049 | (3,778) | 32,385 | 1,353 | 26,842 | 155,966 | (667) | 525 | 155,824 |
Total comprehensive income for the period | - | - | - | - | (685) | 7,270 | 6,585 | - | 970 | 7,555 |
Transactions with owners: | ||||||||||
Acquisition of subsidiaries | 113 | 904 | - | - | - | - | 1,017 | - | 316 | 1,333 |
Purchase of non-controlling interest | 1 | - | (497) | (496) | 667 | (316) | (145) | |||
Issued to staff under options | 8 | 49 | - | - | - | - | 57 | - | - | 57 |
Share issue costs | (16) | (16) | - | - | (16) | |||||
Disposed of on exercise of options | - | - | 90 | - | - | (77) | 13 | - | - | 13 |
Purchase own shares | (503) | (503) | - | - | (503) | |||||
Dividends to non-controlling interests | - | - | - | - | - | - | - | (522) | (522) | |
Equity dividends | - | - | - | - | - | (1,654) | (1,654) | - | - | (1,654) |
Credit in relation to share based payments | - | - | - | - | - | 376 | 376 | - | - | 376 |
Tax on share based payment exercises | - | - | - | - | - | 68 | 68 | - | - | 68 |
Balance at 31 December 2011 | 20,237 | 79,986 | (4,191) | 32,385 | 668 | 32,328 | 161,413 | - | 973 | 162,386 |
Condensed Consolidated Statement of Changes in Equity (continued)
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 1 January 2012 | 20,237 | 79,986 | (4,191) | 32,385 | 668 | 32,328 | 161,413 | - | 973 | 162,386 |
Total comprehensive income for the period | - | - | - | - | (630) | 6,562 | 5,932 | - | 896 | 6,828 |
Transactions with owners: | ||||||||||
Share placing | - | - | - | - | - | - | - | - | - | - |
Acquisition of subsidiaries | 226 | 1,737 | - | - | - | - | 1,963 | - | 189 | 2,152 |
Purchase of non-controlling interest | - | - | - | - | - | - | - | - | - | |
Issued to staff under options | 1 | 5 | - | - | - | - | 6 | - | - | 6 |
Share issue costs | - | (19) | - | - | - | - | (19) | - | - | (19) |
Purchase of own shares | - | - | (373) | - | - | - | (373) | - | - | (373) |
Disposed of on exercise of options | - | - | 1,160 | - | - | (1,160) | - | - | - | - |
Recycle purchase of non-controlling interest on disposal | - | - | - | - | 9 | 1,769 | 1,778 | - | 126 | 1,904 |
Equity dividends | - | - | - | - | - | (3,645) | (3,645) | - | - | (3,645) |
Credit in relation to share based payments | - | - | - | - | - | 539 | 539 | - | - | 539 |
Dividends to non-controlling interests | - | - | - | - | - | - | - | - | (1,030) | (1,030) |
Investment by non-controlling shareholders | - | - | - | - | - | - | - | - | - | - |
Tax on share based payment exercises | - | - | - | - | - | - | - | - | - | - |
Balance at 30 June 2012 | 20,464 | 81,709 | (3,404) | 32,385 | 47 | 36,393 | 167,594 | - | 1,154 | 168,748 |
Condensed Consolidated Cash Flow Statement
Six months ended 30th June 2012
| 6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | |||
(unaudited) | (unaudited)* | (audited)* | ||||
Note | £'000 | £'000 | £'000 | |||
Net cash from operating activities | 9 | 15,979 | 7,329 | 12,876 | ||
Investing activities | ||||||
Interest received | 15 | 22 | 51 | |||
Dividends received from investments | - | 70 | 71 | |||
Proceeds on disposal of property, plant and equipment | 71 | 15 | 33 | |||
Purchases of property, plant and equipment | (1,945) | (2,830) | (4,994) | |||
Purchases of other intangible assets | - | - | (31) | |||
Repayment of loans to associates | 15 | 10 | 25 | |||
Acquisition of subsidiaries (net of cash acquired) | (2,308) | (2,678) | (13,511) | |||
Acquisition of available for sale investment | - | - | (690) | |||
Purchase of investment | - | (375) | - | |||
Disposal of subsidiaries/associate | 11,826 | 30 | 30 | |||
Deferred consideration received | 163 | 59 | 84 | |||
Net cash used in investing activities | 7,837 | (5,677) | (18,932) | |||
Financing activities | ||||||
Dividend paid | (3,645) | (3,357) | (5,011) | |||
Dividends paid to minorities | (1,030) | (654) | (1,176) | |||
Increase/(repayment of) in borrowings | 5,172 | (1,493) | 4,451 | |||
Repayment of obligations under finance leases | (52) | (125) | (61) | |||
Proceeds on issue of ordinary share capital | 2 | 5,083 | 12,265 | |||
Purchase of own shares | (388) | (447) | (925) | |||
Investment by non-controlling shareholder | - | 5 | 5 | |||
Purchase of non-controlling interests | (231) | (2,044) | (2,469) | |||
Net cash used in financing activities | (172) | (3,032) | 7,079 | |||
Net increase/(decrease) in cash and cash equivalents | 23,644 | (1,380) | 1,023 | |||
Cash and cash equivalents at beginning of period | 11,320 | 10,278 | 10,278 | |||
Effect of foreign exchange rate changes | 137 | (7) | 19 | |||
Cash and cash equivalents at end of period | 35,101 | 8,891 | 11,320 |
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 | 35,101 | 8,891 | 11,320 | ||||
Bank loans | (13,002) | (1,805) | (7,769) | ||||
Finance leases | (228) | (89) | (150) | ||||
Loan notes outstanding | (58) | (58) | (58) | ||||
Overall net cash | 21,813 | 6,939 | 3,343 | ||||
* These amounts together with the applicable note have been represented for discontinued operations (note 5), in line with IFRS 5.
An amount of £3,941,597 is classified at 30 June 2012 as restricted cash due to short-term contractual obligations with third parties, (30 June 2011; nil. 31 December 2011; nil).
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:
Sports & Entertainment
The Sports & Entertainment division is the UK's number one sports marketing group (Marketing Magazine, October 2011) and includes Fast Track and the Essentially Group, as well as ICON, Golden Goal and most recently iLUKA, which was acquired during 2012.
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. VCCP Group was named advertising agency of the year in 2011 by Marketing Magazine for the second time in three years. AMS also includes Gulliford Consulting which was acquired in 2011.
Public Relations
The Public Relations division comprises some of the leading names in the industry, including Good Relations, Harvard, Insight, TTA Public Relations and Corporate Citizenship. Public Relations also includes Open Health, which commenced trading in 2011, and into which was acquired Open LEC and Reynolds McKenzie during 2011. Discontinued operations relate to other entities that were in the Public Relations segment.
Insight & Engagement
The Insight & Engagement division is made up of Opinion Leader Research, Facts International and Tree.
Segment information about these businesses is presented below.
Revenue | Operating Income | ||||||
6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011* | 6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011* | ||
(unaudited) | (unaudited) | (audited) | (unaudited) | (unaudited) | (audited) | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Sports & Entertainment | 92,475 | 38,624 | 82,837 | 31,375 | 19,163 | 40,021 | |
Advertising and Marketing Services | 43,518 | 38,694 | 87,340 | 24,434 | 22,230 | 46,531 | |
Public Relations | 24,607 | 51,321 | 103,354 | 14,850 | 17,821 | 36,983 | |
Insight & Engagement | 7,072 | 5,705 | 12,118 | 4,589 | 3,884 | 7,901 | |
167,672 | 134,344 | 285,649 | 75,248 | 63,098 | 131,436 |
1. Business segments (continued)
Operating Profit | Operating Profit Margin | ||||||
6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011* | 6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011* | ||
(unaudited) | (unaudited) | (audited) | (unaudited) | (unaudited) | (audited) | ||
£'000 | £'000 | £'000 | % | % | % | ||
Sports & Entertainment | 5,923 | 2,993 | 5,884 | 18.9% | 15.6% | 14.7% | |
Advertising and Marketing Services | 1,645 | 2,598 | 5,850 | 6.7% | 11.7% | 12.6% | |
Public Relations | 251 | 6,273 | 11,290 | 1.7% | 35.2% | 30.5% | |
Insight & Engagement | 803 | 263 | 872 | 17.5% | 6.8% | 11.0% | |
8,622 | 12,127 | 23,896 | 11.5% | 19.2% | 18.2% | ||
Unallocated corporate expenses | (509) | (368) | (2,194) | ||||
Operating profit | 8,113 | 11,759 | 21,702 | 10.8% | 18.6% | 16.5% | |
Share of results of associates | 62 | 136 | 344 | ||||
Loss on disposal of subsidiary | (895) | - | - | ||||
Investment income | 15 | 80 | 110 | ||||
Finance costs | (238) | (220) | (468) | ||||
Finance cost of deferred consideration | (338) | (370) | (826) | ||||
Profit before tax | 6,719 | 11,385 | 20,862 |
Geographical segments:
The Group's operations are located in the United Kingdom, Europe, the Middle East, the Far East, the USA, South America, Africa and Australasia. The Group's Advertising and Marketing Services division is located in the United Kingdom and continental Europe. Public relations is carried out in the United Kingdom, Europe and the USA. The Sports Marketing division is located in the United Kingdom, the Middle East, the Far East, South America, Europe, Africa and Australasia. The Insight and Engagement division is located solely in the United Kingdom.
2. Basis of preparation
The interim report for the six months ended 30th June 2012 is unaudited but has been reviewed by the auditors, Deloitte LLP, and their report to Chime Communications plc is set out on page 33.
The interim report for the six months ended 30th June 2012 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 2011, 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 434 of the Companies Act 2006. The figures for the year ended 31st December 2011 have been extracted from the statutory financial statements which have been filed with the Registrar of Companies, and represented for discontinued operations (note 5), in line with IFRS 5. The auditors' report on those financial statements was unqualified and did not contain a statement made under Section 498 (2) or (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 2011.
·; Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
·; Headline numbers have been removed from the face of the income statement, which are now located elsewhere within the announcement.
Going Concern Basis
In preparing forecasts the Directors have taken into account the following key factors:
·; The rate of growth of the UK and global economy on the Group's business during the economic recovery;
·; Key client account renewals;
·; Planned acquisitions and disposals;
·; Anticipated payments under deferred and contingent consideration;
·; The level of committed and variable costs; and
·; Current new business targets compared to levels achieved in previous years.
The Groups forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current facility and banking covenants.
The Group currently has a borrowing facility of £47 million which continues until September 2016. This facility is subject to banking covenants. Bank loans have been presented within short term liabilities as a result of the renewal of our banking facility after the period end.
The directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the interim financial statements.
Discontinued Operations
Discontinued operations, as per IFRS 5, have been disclosed separately, including the representation of comparative information as required by the standard.
3. Earnings per share
6 months to30 June2012 | 6 months to30 June2011 | 12 months to31 December 2011 | |
(unaudited) | (unaudited) | (audited) | |
From Continuing and Discontinued Operations | |||
Earnings per share | |||
Basic | 8.19p | 11.04p | 20.17p |
Diluted | 8.10p | 10.71p | 19.78p |
Earnings | £'000 | £'000 | £'000 |
Earnings for the purpose of basic earnings per share being net profit attributable to the equity holders of the parent | 6,537 | 8,266 | 15,536 |
Number of shares | Number | Number | Number |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 79,831,117 | 74,877,366 | 77,018,437 |
Effect of dilutive potential ordinary shares: | |||
Share options and deferred shares | 874,601 | 2,336,016 | 1,534,641 |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 80,705,718 | 77,213,382 | 78,553,078 |
From Continuing Operations | |||
Earnings per share | |||
Basic | 5.06p | 10.47p | 17.17p |
Diluted | 5.01p | 10.15p | 16.84p |
Earnings | £'000 | £'000 | £'000 |
Net profit attributable to equity holder of the parent | 6,537 | 8,266 | 15,536 |
Adjustment to exclude profit from discontinued operations | (2,981) | (903) | (3,272) |
Adjustment to exclude non-controlling interest of discontinued operations | 484 | 478 | 961 |
Earnings from continuing operations for the purpose of basic earnings per share being net profit attributable to the equity holders of the parent. | 4,040 | 7,841 | 13,225 |
The denominators used are the same as those detailed above for both basic and diluted earnings per share from continuing and discontinued operations. | |||
From discontinued operations | |||
Earnings per share | |||
Basic | 3.13p | 0.57p | 3.00p |
Diluted | 3.09p | 0.56p | 2.94p |
4. Dividends
The proposed interim dividend was approved by the Board on 22nd August 2012 and has not been included as a liability as at 30th June 2012. The dividend will be paid on 12th October 2012 to those shareholders on the register at 21st September 2012. The ex-dividend date is 19th September 2012.
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 June2012 | 6 months to30th June2011 | 12 months to31st December 2011 | |
(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 2011 of 2.08p per share (2010: 1.84p per share) | - | - | 1,653 |
Final dividend for the year ended 31st December 2011 of 4.50p (2010: 4.21p) per share | 3,643 | 3,358 | 3,358 |
3,643 | 3,358 | 5,011 | |
Amounts not recognised as distributions to equity holders in the period (declared): | |||
Proposed interim dividend for the year ended 31st December 2012 of 2.10p (2011: 2.08p) per share | 1,914 | 1,662 | - |
5. Discontinued Operations
On 18 June 2012, the Group entered into a sale agreement to dispose of the Bell Pottinger businesses to BPP Communications Limited, ('BPP Communications'). The businesses sold to BPP Communications included the entities Bell Pottinger Public Relations Limited, Pelham Bell Pottinger Limited (60%), Bell Pottinger Public Affairs Limited, Pelham Bell Pottinger Asia Pte Limited, Bell Pottinger Middle East FZ-LLC and Bell Pottinger Bahrain S.P.C and the trade and assets of Bell Pottinger Sans Frontières, Bell Pottinger USA Inc and Bell Pottinger Central. These companies carried out part of the Group's public relations operations.
Lord Bell and Piers Pottinger were Chairman and Deputy-chairman of Chime Communications plc, and are shareholders of BPP Communications, and as such the disposal is noted as a related party transaction.
The disposal was completed on 30 June 2012, on which date the control of the Bell Pottinger Businesses passed to the acquirer.
The total consideration was £19.6m, settled in £13.9m cash, shares representing a 25% holding in BPP Communications Limited valued at £4.1m, an amount of £1.0m which has been deferred for a period up to 30 June 2013 and £0.6m of deferred consideration liability transferred. BPP Communications Limited has been recognised as an associate at the balance sheet date.
The results of the discontinued operations which have been included in the consolidated income statement were as follows:
6 months to30 June2012 | 6 months to30 June2011 | 12 months to31 December 2011 | |
£'000 | £'000 | £'000 | |
Revenue | 29,319 | 19,090 | 40,284 |
Operating income | 14,763 | 15,321 | 32,190 |
Operating (loss)/profit | (54) | 1,267 | 3,825 |
(Loss)/profit before tax | (54) | 1,267 | 3,825 |
Attributable tax expense | 236 | (364) | (553) |
Profit on disposal of discontinued operations | 2,931 | - | - |
Attributable tax expenses | (132) | - | - |
Net profit attributable to discontinued operations | 2,981 | 903 | 3,272 |
Attributable to: | |||
Equity holders of the parent | 2,497 | 426 | 2,311 |
Non-controlling interests | 484 | 477 | 961 |
During the period the Bell Pottinger businesses contributed £0.5m (six months ended 30 June 2011: £0.9m, 12 months ended 31 December 2011: £5.2m) to the Group's net operating cash flows, paid £0.1m (six months ended 30 June 2011: £0.1m, 12 months ended 31 December 2011: £0.2m) in respect of investing activities and paid £0.9m (six months ended 30 June 2011: £0.3m, 12 months ended 31 December 2011: £0.7m) in respect of financing activities.
A profit of £2.9m arose on the disposal of the Bell Pottinger Business, being the proceeds of disposal less the carrying amount of the subsidiaries net assets and attributable goodwill.
6. Business combinations
iLUKA
On 4h April 2012 the group acquired 100% of iLUKA Limited, a company incorporated in the UK, for initial consideration of £5,257,850, of which £1,275,000 was paid in shares and £3,982,850 was paid in cash.
Additional consideration is payable contingent on the results of the business, capped at the maximum of £19,742,150, (undiscounted). Deferred consideration of £8,251,335 has been provided, which has been discounted for financing costs. The deferred consideration is expected to be paid in 2015 and 2018. The total maximum consideration payable for iLUKA is £25,000,000.
The provisional fair value of the net assets acquired are as detailed below.
Book value | Adjustments | Provisional Fair value | |
£'000 | £'000 | £'000 | |
Intangible fixed assets | 295 | 424 | 719 |
Property, plant and equipment | 1,034 | (780) | 254 |
Debtors and other current assets | 6,096 | 937 | 7,033 |
Cash at bank | 8,150 | - | 8,150 |
Creditors | (15,574) | (896) | (16,470) |
Net assets | 1 | (315) | (314) |
Goodwill | 13,823 | ||
13,509 | |||
Fair value of initial consideration | 5,258 | ||
Fair value of deferred consideration | 8,251 | ||
Cash inflow arising on acquisition (cash paid less cash acquired) | 4,167 |
The adjustment to intangible fixed assets is to de-recognise £294,895 that were recognised on an internally generated basis, and recognise £718,825 of intangibles relating to customer relationships. The adjustments to creditors relates to additional accruals identified by management, and to recognise deferred tax on intangible fixed assets. The adjustment to fixed assets is to re-class amounts which are required to be classed as debtors.
Costs amounting to £272,003 have been expensed during the year and are included in operating expenses.
Goodwill represents the specialist skills held by iLUKA.
iLUKA contributed revenue of £12,156,196 and operating profit of £760,271 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 £174,245,635 and Group operating profit would have been £7,084,837.
Business combinations (continued)
Succinct
On 31st January 2012 the group acquired 100% of Succinct Limited, a company incorporated in the UK, for initial consideration of £3,116,400, of which £493,680 was paid in shares and £2,622,720 was paid in cash. Top up cash consideration of £1,010,350 was paid in July 2012.
Additional consideration is payable contingent on the results of the business, capped at the maximum of £5,874,000, (undiscounted). Deferred consideration of £3,559,975 has been provided, which has been discounted for financing costs. The deferred consideration is expected to be paid in 2013, 2015 and 2018. The total maximum consideration payable for Succinct is £10,000,000.
The provisional fair value of the net assets acquired are as detailed below.
Book value | Adjustments | Provisional Fair value | |
£'000 | £'000 | £'000 | |
Intangible fixed assets | - | 247 | 247 |
Property, plant and equipment | 42 | - | 42 |
Debtors and other current assets | 1,759 | - | 1,759 |
Cash at bank | 944 | - | 944 |
Creditors | (1,877) | (135) | (2,012) |
Net assets | 868 | 112 | 980 |
Goodwill | 6,706 | ||
7,686 | |||
Fair value of initial consideration | 3,116 | ||
Fair value of top up consideration | 1,010 | ||
Fair value of deferred consideration | 3,560 | ||
Cash outflow arising on acquisition (cash paid less cash acquired) | 1,679 |
The adjustment to intangible fixed assets is to recognise intangibles associated with customer relationships. The adjustments to creditors relates to additional accruals identified by management, and recognition of deferred tax on the intangible fixed asset.
Costs amounting to £104,240 have been expensed during the year and are included in operating expenses.
Goodwill represents the specialist skills held by Succinct.
Succinct contributed revenue of £1,766,753 and operating profit of £176,326 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 £167,920,039 and Group operating profit would have been £7,984,956.
Business combinations (continued)
Harvey Walsh
On 15th May 2012 the group acquired 51% of Harvey Walsh Limited, a company incorporated in the UK, for initial consideration of £2,189,250, paid in cash.
Additional consideration is payable contingent on the results of the business, capped at the maximum of £1,926,450, (undiscounted). Deferred consideration of £1,890,079 has been provided, which has been discounted for financing costs. The deferred consideration is expected to be paid in 2013. The total maximum consideration payable for Harvey Walsh is £4,115,700.
The provisional fair value of the net assets acquired are as detailed below.
Book value | Adjustments | Provisional Fair value | |
£'000 | £'000 | £'000 | |
Property, plant and equipment | 11 | - | 11 |
Debtors and other current assets | 734 | (69) | 665 |
Cash at bank | 249 | - | 249 |
Creditors | (388) | (316) | (704) |
Net assets | 606 | (385) | 221 |
Goodwill | 3,966 | ||
Non-controlling Interest | (108) | ||
4,079 | |||
Fair value of initial consideration | 2,189 | ||
Fair value of deferred consideration | 1,890 | ||
Cash outflow arising on acquisition (cash paid less cash acquired) | 1,940 |
The fair value adjustments to creditors relate to additional accruals identified by management. The fair value adjustments to debtors relate to the elimination of balances not recognised under IFRS.
Costs amounting to £92,075 have been expensed during the year and are included in operating expenses.
Goodwill represents the specialist skills held by Harvey Walsh.
The minority interest has been calculated as a percentage of the net assets acquired.
Harvey Walsh contributed revenue of £304,695 and operating profit of £124,605 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 £168,280,000 and Group operating profit would have been £8,316,979.
Business combinations (continued)
McKenzie Clark
On 6th March 2012 the group acquired 100% of Torphines Limited, McKenzie Clark Limited, Tempo Graphic Design Limited and Vivid Design and Events Limited, ('McKenzie Clark'), all companies incorporated in the UK, for initial consideration of £600,000, which was paid in cash.
Additional consideration is payable contingent on the results of the business, capped at the maximum of £3,400,000, (undiscounted). Deferred consideration of £3,121,082 has been provided, which has been discounted for financing costs. The deferred consideration is expected to be paid in 2013, 2014 and 2016. The total maximum consideration payable for McKenzie Clark is £4,000,000.
The provisional fair value of the net assets acquired are as detailed below.
Book value | Adjustments | Provisional Fair value | |
£'000 | £'000 | £'000 | |
Goodwill | 15 | (15) | - |
Property, plant and equipment | 526 | 526 | |
Debtors and other current assets | 2,170 | (55) | 2,115 |
Cash at bank | (546) | - | (546) |
Creditors | (1,389) | (58) | (1,447) |
Long-term liabilities | (55) | (55) | |
Net assets | 721 | (128) | 593 |
Goodwill | 3,128 | ||
3,721 | |||
Fair value of initial consideration | 600 | ||
Fair value of deferred consideration | 3,121 | ||
Cash outflow arising on acquisition (cash paid less bank overdraft acquired) | 1,146 |
The adjustment to goodwill is to derecognise the goodwill held by McKenzie Clark from previous acquisitions. Additional creditors relate to additional accruals identified by management, and the reduction of debtors relates to the write off and provision for bad debts identified by management.
Costs amounting to £126,806 have been expensed during the year and are included in operating expenses.
Goodwill represents the specialist art-working skills held by McKenzie Clark Limited, which adds significant capacity to ICON's existing offering for large scale events.
McKenzie Clark contributed revenue of £3,639,501 and operating profit of £631,509 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 £168,981,625 and Group operating profit would have been £8,081,806.
Business combinations (continued)
Rough Hill
On 6th March 2012 the group acquired 60% of Rough Hill Limited and its subsidiary, companies incorporated in the UK, and 100% of Rough Hill LLP for initial consideration of £854,266, of which £194,270 was paid in shares and £659,996 was paid in cash.
Additional consideration is payable contingent on the future performance of the business. Consideration is payable in instalments once certain cumulative performance targets have been met, and is expected to be paid in 2013.
Additional consideration is payable contingent on the results of the business, capped at the maximum of £45,000, (undiscounted). Deferred consideration of £45,000 has been provided. The deferred consideration is expected to be paid in 2013. The total maximum consideration payable for Rough Hill is £900,000.
The provisional fair value of the net assets acquired are as detailed below.
Book value | Adjustments | Provisional Fair value | |
£'000 | £'000 | £'000 | |
Property, plant and equipment | 52 | (23) | 29 |
Debtors and other current assets | 154 | 154 | |
Cash at bank | 267 | 267 | |
Creditors | (237) | (12) | (249) |
Net assets | 236 | (35) | 201 |
Goodwill | 778 | ||
Non-controlling Interest | (80) | ||
899 | |||
Fair value of initial consideration | 854 | ||
Fair value of deferred consideration | 45 | ||
Cash outflow arising on acquisition (cash paid less cash acquired) | 393 |
The adjustment to property, plant and equipment is to derecognise fixed assets held by Rough Hill which required write down to nil. The adjustment to creditors relates to additional accruals identified by management.
Costs amounting to £113,648 have been expensed during the year and are included in operating expenses.
Goodwill represents the specialist skills held by Rough Hill.
The minority interest has been calculated as a percentage of the net assets acquired.
Rough Hill contributed revenue of £744,377 and operating loss of £3,199 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 £168,135,054 and Group operating profit would have been £8,124,207.
7. Goodwill
6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | |||
(unaudited) | (unaudited) | (audited) | |||
£'000 | £'000 | £'000 | |||
Carrying amount at 1 January | 176,721 | 149,487 | 149,487 | ||
Exchange differences | (749) | 178 | (518) | ||
Recognised on acquisition of subsidiaries | 28,401 | 24,973 | 36,751 | ||
Other changes in respect of prior year acquisitions | (2,566) | 237 | (7,550) | ||
Disposal | (12,517) | - | - | ||
Impairment | - | - | (1,449) | ||
At 30 June (31 December) | 189,290 | 174,875 | 176,721 |
Other changes in respect of prior year acquisitions predominantly include:
·; Revision of goodwill relating to Gulliford Consulting Ltd, due to more information becoming available relating to the business at acquisition, which lead to the deferred consideration estimate being reduced by £2,078,300 for lower business performance.
·; Provisional goodwill recognised on the prior year acquisition of Essentially France Ltd reduced following the recognition of an intangible asset for customer relationships of £436,380, after more information became available during the period relating to the business at acquisition.
The comparatives relating to other changes in respect of prior year acquisitions include revisions to the estimate of deferred consideration payable relating to acquisitions completed under IFRS (2004).
8. Issue of ordinary share capital
During the period, the Group issued shares in relation to several acquisitions, as follows:
264,338 shares at 187 pence per ordinary share were issued on 1 February 2012 in relation to the acquisition of Succinct Limited.
83,618 shares at 232 pence per ordinary share were issued on 6 March 2012 in relation to the acquisition of Rough Hill Limited.
555,357 shares at 229 pence per ordinary share were issued on 4 April 2012 in relation to the acquisition of iLUKA Limited.
9. Notes to the consolidated cash flow statement
6 months to 30 June 2012 | 6 months to 30 June 2011 | 12 months to 31 December 2011 | |||
(unaudited) | (unaudited)* | (audited)* | |||
£'000 | £'000 | £'000 | |||
Operating profit | 8,113 | 11,759 | 21,702 | ||
Adjustments for: | |||||
(Profit)/loss on discontinued operations before tax | (54) | 1,267 | 3,825 | ||
Share based payment expense | 539 | 425 | 800 | ||
Translation differences | (426) | (44) | (64) | ||
Depreciation of property, plant and equipment | 1,622 | 1,199 | 2,627 | ||
Amortisation of intangible fixed assets | 1,322 | 911 | 1,864 | ||
Impairment of goodwill | - | - | 1,449 | ||
Loss on disposal of property, plant and equipment | 103 | 27 | 24 | ||
Decrease in provisions | (54) | (304) | (557) | ||
Operating cash flows before movements in working capital | 11,165 | 15,240 | 31,670 | ||
(Increase)/decrease in work in progress | (2,007) | (243) | 30 | ||
(Increase)/decrease in receivables | (14,273) | 872 | 3,149 | ||
Increase/(decrease) in payables | 24,751 | (5,625) | (14,658) | ||
Cash generated from operations | 19,636 | 10,244 | 20,191 | ||
Income taxes paid | (3,425) | (2,697) | (6,847) | ||
Interest paid | (232) | (218) | (468) | ||
Net cash from operating activities | 15,979 | 7,329 | 12,876 |
10. 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 2012 (unaudited) | ||||
Sale of services £'000 | Purchase of services £'000 | Amounts owed by related parties £'000 | Amounts owed to related parties £'000 | |
Associates | ||||
BPP Communications Limited | - | - | 1,291 | 369 |
The Brand Marketing Team Limited | 103 | 82 | 67 | 57 |
Rare Corporate Design Limited | 94 | 99 | 29 | 109 |
Naked Eye Research Limited | 28 | - | - | 13 |
Ledbury Research Limited | 14 | - | - | 6 |
The Agency of Someone Limited | - | 15 | - | - |
X&Y Communications Limited | 9 | - | - | - |
Colour TV Limited | 3 | - | - | - |
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 | - |
12 months to 31st December 2011 (audited) | ||||
Sale of services £'000 | Purchase of services £'000 | Amounts owed by related parties £'000 | Amounts owed to related parties £'000 | |
Associates | ||||
The Brand Marketing Team Limited | 195 | 338 | 7 | 31 |
Rare Corporate Design Limited | 149 | 358 | 115 | 86 |
Naked Eye Research Limited | 53 | 13 | 14 | - |
Ledbury Research Limited | 1 | - | - | - |
The Agency of Someone Limited | - | 391 | - | 81 |
The disposal of the Bell Pottinger businesses to BPP Communications Limited was a related party transaction, please refer to note 5 for further detail.
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
29th August 2012
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 30 June 2012 which comprises the income statement, the balance sheet, the statement of changes in equity, the cash flow statement and related notes 1 to 10. 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 30 June 2012 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
29 August 2012
Related Shares:
CHW.L