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Interim Results

29th Aug 2012 07:00

RNS Number : 9456K
Chime Communications PLC
29 August 2012
 



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

 

* These amounts together with the applicable note have been represented for discontinued operations (note 5), in line with IFRS 5.
 

.

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

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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