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SAA M&c Saatchi Plc

187.00
0.00 (0.00%)
Last Updated: 08:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
M&c Saatchi Plc LSE:SAA London Ordinary Share GB00B01F7T14 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 187.00 182.50 186.50 5,811 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Advertising Agencies 462.53M 90k 0.0007 2,671.43 228.62M

M&C Saatchi PLC Half-year Report (4606B)

21/09/2018 7:00am

UK Regulatory


M&c Saatchi (LSE:SAA)
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TIDMSAA

RNS Number : 4606B

M&C Saatchi PLC

21 September 2018

M&C SAATCHI PLC

INTERIM RESULTS

SIX MONTHSED

30 JUNE 2018

21 September 2018

M&C SAATCHI PLC

Interim results for the six months

ended 30 June 2018

21 September 2018

Strong Gross Profit and Earnings growth

 
 
 Financial Highlights 2018            Growth versus 2017 
 Gross Profit           GBP127.2m     + 5% (2017: GBP121.0m) 
 Like for like Gross                  + 8% 
  Profit                  GBP15.8m    + 19% (2017: GBP13.3m) 
  Operating Profit 
 Operating margin         12.4%       +1.5% (2017: 10.9%) 
  Profit Before Tax        GBP16.7m   + 26% (2017: GBP13.3m) 
 Earnings               GBP10.7m      + 18% (2017: GBP9.1m) 
  EPS                    13.03p        + 9% (2017: 11.94p) 
 Dividend                  2.45p      + 15% (2017: 2.13p) 
 
 

The highlights are headline results, see note on next page for definition.

Operational Highlights

   --      Successful first half with good gross profit momentum and strong earnings growth 
   --      Global Network performed well: 
   deg           UK: like-for-like gross profit up 10% 
   deg           Europe: like-for-like gross profit up 4% 
   deg           Middle East and Africa: like-for-like gross profit up 27% 
   deg           Asia and Australia: like-for-like gross profit up 10% 
   deg           Americas: like-for-like gross profit flat at 0% 

-- Solid balance sheet with net cash of GBP4.4m despite seasonal working capital outflow (GBP3.9m net debt at 30(th) June 2017)

   --      Interim dividend increased 15% to 2.45p 

Commenting on the results, David Kershaw, Chief Executive, said:

"The Group recorded good gross profit and strong earnings increases over the first half of 2018.

"In keeping with our established and proven strategy, we continue to start new businesses and open new offices. This will propel growth in future years.

"The second half of 2018 has started well with trading in line with expectations."

For further information please call:

   M&C Saatchi             +44 (0)20-7543-4500 

David Kershaw

Tulchan Communications +44 (0)20-7353-4200

Tom Murray

   Numis Securities        +44 (0)20-7260-1000 

Nick Westlake, NOMAD

Charles Farquhar, Corporate Broking

Notes to Editors

Headline results

The term headline is not a defined term in IFRS. The items that are excluded from headline results are the amortisation or impairment of intangible assets (including goodwill and acquired intangibles, but excluding software) acquired in business combinations; changes to deferred and contingent consideration and other acquisition related charges taken to the income statement; impairment of investment in associate; profit and loss on disposal of associates; and income statement impact of put option accounting (whether accounted under IFRS2 or IFRS 9). See Note 5 for reconciliation between the Group's statutory results and the headline results.

Like-for-like

The like-for-like revenue comparisons referred to in this report are stated after excluding the impact of foreign currency movements and corporate acquisitions and disposals.

Operating margin

Operating margin refers to the percentage calculated by dividing operating profit by gross profit.

Net Cash

Net Cash refers to cash and cash equivalents at the end of the period less external borrowings (excluding any capitalised finance cost, finance leases and debt factoring).

Periods compared

This report comments on the unaudited consolidated income statement of M&C Saatchi plc (the "Group") for the six months to 30 June 2018 compared with the unaudited consolidated income statement for the same period in 2017.

SUMMARY OF RESULTS

The first six months of 2018 saw strong gross profit momentum and earnings growth. Actual gross profit grew by 5%, with like-for-like gross profit increasing by 8%. We returned a headline operating margin of 12.4%, up from 10.9% in 2017. The headline profit before tax advanced 26% to GBP16.7m and headline net earnings rose 18%. Statutory profit before taxation was up 13% from GBP9.7m to GBP11.0m.

M&C Saatchi has a unique, differentiated model that continues to deliver market-beating growth. The Group's strategy is overwhelmingly organic, rather than relying on M&A. Ours is a network of best-in-class entrepreneurs motivated to succeed by meaningful minority equity holdings in their businesses. Our client base is broad and diverse, not dependent on pressured multinational goods companies. Our integrated client offering, which delivers greater effectiveness and efficiency to our clients, is not reliant on shrinking media margins. Creativity, which cannot be automated, remains at the core of our approach.

UK

We posted an increase in UK gross profit of 10%, with our Sport & Entertainment and Mobile divisions continuing to trade particularly positively.

The new management within the UK advertising agency are delivering well. We returned a good run of account wins across our group of businesses in the first half, including AXA, Expedia, the Football Association, Foxtons, GambleAware, Heineken, Legal & General, Powerade and Twinings.

M&C Saatchi Sport & Entertainment won Sponsorship of the Year for their NatWest cricket work and M&C Saatchi Mobile won Most Effective Mobile Agency for the second year in a row.

We acquired 51% of two social influencer agencies, Red Hare and Grey Whippet, who have joined M&C Saatchi Merlin's social and talent divisions to form M&C Saatchi Talent Group.

We launched Send Me A Sample, a new proprietary voice-activated product trialling platform.

The UK headline operating profit was up an excellent 42% on 2017 and the headline operating margin increased to 16.5% compared with 2017's 13.2%. These margins exclude the impact of Group costs.

Europe

We made positive progress in Europe with like-for-like gross profit up 4%. Headline operating profit was up 7%, with a headline operating margin of 14.9% (2017: 14.8%).

Sweden won the Centre Party and have launched a social media offering.

Germany had a notable first half, winning projects from NHL, Alior Bank and Granini Limo.

Italy continues to excel with strong creative output.

France had a good first half and won Chaumet and the Champagne Syndicate as well as retaining EDF.

Middle East and Africa

Like-for-like gross profit in the Middle East and Africa was up 27%, with an excellent new business performance across the region. Headline operating profit was up 43%, with a headline operating margin of 6.3% (2017: 5.4%).

Our South African offices were appointed by Lexus, Marriott, Weylandts (homeware stores) and the second-hand car retailer Automark.

UAE performed impressively, winning Jumeirah International and an anti-obesity project from the Ministry of Health and Prevention

Our office in Tel Aviv maintains its good progress and won L.Raphael.

Asia and Australia

In Asia and Australia, like-for-like gross profit was up 10% on the same period last year. The headline regional operating margin was 13.6% (2017: 11.4%), with the headline operating profit up an impressive 25% on the same period last year.

Our Australian offices are doing well, winning Dan Murphy's, the Pharmacy Guild and Plush.

Malaysia won CIMB and retained Axiata, as well as being awarded Social Media Agency of the Year for the second year running.

We acquired 51% of Scarecrow, a first-rate creative agency in Mumbai and have opened offices in Jakarta and Hong Kong.

Americas

Like-for-like gross profit was flat. There was a 10% decrease in operating profit and a headline operating margin before start-up costs dip from 15.8% in 2017 to 14.7%.

Mobile continues to excel and has built a very proficient business in the US.

In New York, SS+K have rebounded after a challenging second half last year and was profitable in the first half of 2018, although much reduced from the first half of 2017. They have won communications strategy work with Commonwealth Bank and Level Forward.

Our Los Angeles office won several technology clients, including Canadian based Element AI and Fabric, a blockchain company. Our Los Angeles Sport & Entertainment business won several Coca-Cola projects.

We launched Majority in Los Angeles, a production company with an all-women Director roster, which has already won three commercial projects.

Balance sheet and cash

Our net cash at the half-year was GBP4.4m, which compares with GBP3.9m of net debt at the same stage last year. The Group experienced a seasonal working capital outflow of GBP11.3m in the first half of 2018. This was in line with the first half of 2017, which improved in the second half of 2017 to a positive working capital movement for the full-year.

Outlook

The Group recorded good gross profit and strong earnings increases over the first half of 2018. In keeping with our established and proven strategy, we continue to start new businesses and open new offices. This will propel growth in future years. The second half of 2018 has started well with trading in line with expectations.

M&C SAATCHI PLC

UNAUDITED CONSOLIDATED INCOME STATEMENT

ED 30 JUNE 2018

 
                                         Six months  Six months          Year 
                                              ended       ended         ended 
                                            30 June     30 June   31 December 
                                               2018        2017          2017 
                                   Note      GBP000      GBP000        GBP000 
---------------------------------  ----  ----------  ----------  ------------ 
 
Billings                                    289,219     261,194       535,964 
 
Revenue                                     215,395     121,035       251,481 
Cost of sales                              (88,197)           -             - 
Gross Profit                          5     127,198     121,035       251,481 
---------------------------------  ----  ----------  ----------  ------------ 
 
Operating costs                           (116,326)   (115,699)     (246,146) 
 
Operating profit                      5      10,872       5,336         5,335 
---------------------------------  ----  ----------  ----------  ------------ 
 
Share of results of associates                1,264         531         1,987 
Finance income                        7         182       4,520         3,326 
Finance costs                         8     (1,337)       (710)       (1,346) 
Profit before taxation                5      10,981       9,677         9,302 
---------------------------------  ----  ----------  ----------  ------------ 
Taxation on profits                   9     (3,341)     (2,023)       (4,736) 
Profit for the financial period               7,640       7,654         4,566 
 
Profit attributable to: 
Equity shareholders of the Group      5       6,245       6,838         2,672 
Non-controlling interest                      1,395         816         1,894 
 
                                              7,640       7,654         4,566 
---------------------------------  ----  ----------  ----------  ------------ 
 
Earnings per share                    5 
Basic                                         7.59p       8.98p         3.43p 
Diluted                                       7.02p       8.74p         3.16p 
 
 
 

Reconciliation of the above numbers to the Headline numbers, discussed in the front of this report, can be found in note 5 on pages 23 to 25.

M&C SAATCHI PLC

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

ED 30 JUNE 2018

 
                                                Six months  Six months          Year 
                                                     ended       ended         ended 
                                                   30 June     30 June   31 December 
                                                      2018        2017          2017 
                                                    GBP000      GBP000        GBP000 
------------------------------------------      ----------  ----------  ------------ 
 
  Profit for the period                              7,640       7,654         4,556 
----------------------------------------------  ----------  ----------  ------------ 
Other comprehensive income: 
Items that will not be reclassified 
 to the income statement 
Equity investments at FVOCI - 
 net change in fair value                              400           -             - 
----------------------------------------------  ----------  ----------  ------------ 
                                                       400           -             - 
    ------------------------------------------  ----------  ----------  ------------ 
Items that are or may be reclassified 
 subsequently to the income statement 
Exchange differences on translating 
 foreign operations                                   (64)       (625)       (1,177) 
Total other comprehensive income 
 for the period net of tax                            (64)       (625)       (1,177) 
----------------------------------------------  ----------  ----------  ------------ 
Other comprehensive income for 
 the period, net of tax                                336       (625)       (1,177) 
----------------------------------------------  ----------  ----------  ------------ 
Total comprehensive income for 
 the period                                          7,976       7,029         3,389 
----------------------------------------------  ----------  ----------  ------------ 
 
  Total comprehensive income attributable 
  to: 
Equity shareholders of the Group                     6,581       6,213         1,495 
Non controlling interests                            1,395         816         1,894 
----------------------------------------------  ----------  ----------  ------------ 
                                                     7,976       7,029         3,389 
    ------------------------------------------  ----------  ----------  ------------ 
 

M&C SAATCHI PLC

UNAUDITED CONSOLIDATED BALANCE SHEET

AT 30 JUNE 2018

 
                                              30 June    30 June  31 December 
                                                 2018       2017         2017 
                                               GBP000     GBP000       GBP000 
--------------------------------------      ---------  ---------  ----------- 
NON CURRENT ASSETS 
Intangible assets                              51,469     52,681       48,515 
Investments in associates                      20,781     20,175       19,725 
Financial assets at FVOCI                       7,115          -            - 
Plant and equipment                            11,663     11,038       12,269 
Deferred tax assets                             5,369      3,059        4,797 
Other non current assets                        3,747      9,018        9,325 
------------------------------------------  ---------  ---------  ----------- 
                                              100,144     95,971       94,631 
    --------------------------------------  ---------  ---------  ----------- 
 
CURRENT ASSETS 
Contract assets                                33,421          -            - 
Trade and other receivables                   110,792    107,728      120,096 
Current tax assets                              4,944      4,164          945 
Cash and cash equivalents                      36,267     31,638       48,957 
------------------------------------------  ---------  ---------  ----------- 
                                              185,424    143,530      169,998 
    --------------------------------------  ---------  ---------  ----------- 
 
CURRENT LIABILITIES 
Bank overdraft                                (3,048)          -            - 
Trade and other payables                    (109,927)  (103,012)    (128,256) 
Contract liabilities                         (26,089)          -            - 
Current tax liabilities                       (6,662)    (2,482)      (1,221) 
Other financial liabilities                     (618)    (4,310)      (3,731) 
Deferred and contingent consideration           (348)          -        (377) 
Minority shareholder put options 
 liabilities                                 (12,593)   (13,855)     (14,813) 
------------------------------------------  ---------  ---------  ----------- 
                                            (159,285)  (123,659)    (148,398) 
    --------------------------------------  ---------  ---------  ----------- 
Net current Assets                             26,139     19,871       21,600 
Total assets less current liabilities         126,283    115,842      116,231 
Non current liabilities 
Deferred tax liabilities                        (861)      (100)        (761) 
Other financial liabilities                  (28,767)   (35,567)     (37,764) 
Contingent consideration                        (765)          -        (833) 
Minority shareholder put options 
 liabilities                                  (7,363)   (10,529)     (10,316) 
Other non current liabilities                 (2,613)    (2,390)      (2,487) 
------------------------------------------  ---------  ---------  ----------- 
                                             (40,369)   (48,586)     (52,161) 
    --------------------------------------  ---------  ---------  ----------- 
 
Net assets                                     85,914     67,256       64,070 
------------------------------------------  ---------  ---------  ----------- 
 
 

M&C SAATCHI PLC

UNAUDITED CONSOLIDATED BALANCE SHEET (CONTINUED)

AT 30 JUNE 2018

 
                                         30 June   30 June  31 December 
                                            2018      2017         2017 
                                          GBP000    GBP000       GBP000 
----------------------------------      --------  --------  ----------- 
Equity 
 
 
Share capital                                866       790          813 
Share premium                             44,770    31,383       32,095 
Merger reserve                            31,592    31,592       31,592 
Treasury reserve                           (792)     (792)        (792) 
Minority interest put option 
 reserve                                (13,935)  (14,540)     (13,958) 
Non controlling interest acquired       (21,317)  (20,421)     (21,040) 
Foreign exchange reserve                   3,529     4,145        3,593 
Fair value OCI reserve                     1,000         -            - 
Retained earnings                         33,993    29,380       25,235 
--------------------------------------  --------  --------  ----------- 
TOTAL SHAREHOLDERS FUNDS                  79,706    61,537       57,538 
--------------------------------------  --------  --------  ----------- 
 
Non Controlling interestS                  6,208     5,719        6,532 
 
TOTAL EQUITY                              85,914    67,256       64,070 
--------------------------------------  --------  --------  ----------- 
 

M&C SAATCHI PLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

SIX MONTHSED 30 JUNE 2018

 
 
                                                                       Non                Fair                              Non 
                                                       MI put  controlling   Foreign     value                      controlling 
                  Share    Share   Merger  Treasury    option     interest  exchange       OCI  Retained               interest 
                Capital  premium  reserve   reserve   reserve     acquired  reserves   reserve  earnings  Subtotal    in equity    Total 
2018 Half year   GBP000   GBP000   GBP000    GBP000    GBP000       GBP000    GBP000    GBP000    GBP000    GBP000       GBP000   GBP000 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  --------  -----------  ------- 
Balance as at 
 31 December 
 2017               813   32,095   31,592     (792)  (13,958)     (21,040)     3,593         -    25,235    57,538        6,532   64,070 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  --------  -----------  ------- 
Adjustment on         -        -        -         -         -            -         -         -         -         -            -        - 
initial 
application of 
IFRS 
15 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  --------  -----------  ------- 
Adjustment on 
 initial 
 application 
 of IFRS 
 9                    -        -        -         -         -            -         -       600         -       600            -      600 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  --------  -----------  ------- 
Adjusted 
 balance at 
 1 January 
 2018               813   32,095   31,592     (792)  (13,958)     (21,040)     3,593       600    25,235    58,138        6,532   64,670 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  --------  -----------  ------- 
Reserve 
movement for 
six months 
ending 
30 June 2018 
Exercise of 
 put options         15    5,926        -         -         -            -         -         -         -     5,941            -    5,941 
Acquisitions         17    6,749        -         -         -        (265)         -         -         -     6,501           71    6,572 
Exchange rate 
 movements            -        -        -         -        23         (12)         -         -         -        11         (25)     (14) 
Option 
 exercise            21        -        -         -         -            -         -         -      (21)         -            -        - 
Share option 
 charge               -        -        -         -         -            -         -         -     2,534     2,534            -    2,534 
Dividends             -        -        -         -         -            -         -         -         -         -      (1,765)  (1,765) 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  --------  -----------  ------- 
Total 
 transactions 
 with owners         53   12,675        -         -        23        (277)         -         -     2,513    14,987      (1,719)   13,268 
Total 
 comprehensive 
 income for 
 period               -        -        -         -         -            -      (64)       400     6,245     6,581        1,395    7,976 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  --------  -----------  ------- 
At 30 June 
 2018               866   44,770   31,592     (792)  (13,935)     (21,317)     3,529     1,000    33,993    79,706        6,208   85,914 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  --------  -----------  ------- 
 

M&C SAATCHI PLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

SIX MONTHSED 30 JUNE 2018

 
                                                                       Non                                        Non 
                                                       MI put  controlling   Foreign                      controlling 
                  Share    Share   Merger  Treasury    option     interest  exchange  Retained               interest 
                Capital  premium  reserve   reserve   reserve     acquired  reserves  earnings  Subtotal    in equity    Total 
2017 Half year   GBP000   GBP000   GBP000    GBP000    GBP000       GBP000    GBP000    GBP000    GBP000       GBP000   GBP000 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
At 1 January 
 2017               749   24,099   31,592     (792)  (20,598)     (13,122)     4,770    15,871    42,569        6,828   49,397 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
Reserve 
movement for 
six months 
ending 
30 June 2017 
Exercise of 
 put options         16    5,788        -         -     6,060      (7,344)         -         -     4,520            -    4,520 
Acquisitions          4    1,496        -         -         -            -         -         -     1,500        (230)    1,270 
Disposals             -        -        -         -         -            -         -     (153)     (153)           59     (94) 
Exchange rate 
 movements            -        -        -         -       (2)           45         -         -        43        (106)     (63) 
Option 
 exercise            21        -        -         -         -            -         -      (21)         -            -        - 
Share option 
 charge               -        -        -         -         -            -         -     6,845     6,845            -    6,845 
Dividends             -        -        -         -         -            -         -         -         -      (1,648)  (1,648) 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
Total 
 transactions 
 with owners         41    7,284        -         -     6,058      (7,299)         -     6,671  (12,755)      (1,925)   10,830 
 
Total 
 comprehensive 
 income for 
 period               -        -        -         -         -            -     (625)     6,838     6,213          816    7,029 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
At 30 June 
 2017               790   31,383   31,592     (792)  (14,540)     (20,421)     4,145    29,380    61,537        5,719   67,256 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
 

M&C SAATCHI PLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

SIX MONTHSED 30 JUNE 2017

 
                                                                       Non                                        Non 
                                                       MI put  controlling   Foreign                      controlling 
                  Share    Share   Merger  Treasury    option     interest  exchange  Retained               interest 
                Capital  premium  reserve   reserve   reserve     acquired  reserves  earnings  Subtotal    in equity    Total 
2017 Year        GBP000   GBP000   GBP000    GBP000    GBP000       GBP000    GBP000    GBP000    GBP000       GBP000   GBP000 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
At 1 January 
 2017               749   24,099   31,592     (792)  (20,598)     (13,122)     4,770    15,871    42,569        6,828   49,397 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
Reserve 
movement for 
year ending 31 
December 2017 
Acquisitions          4    1,498        -         -         -            -         -         -     1,502          235    1,737 
Acquisitions 
 of minority 
 interest             5    1,587        -         -         -      (1,390)         -         -       202          310      512 
Exercise of 
 put options         55    4,911        -         -     6,640      (6,640)         -      (61)     4,905            -    4,905 
Exchange rate 
 movements            -        -        -         -         -          112         -         -       112        (252)    (140) 
Share option 
 charge               -        -        -         -         -            -         -    13,501    13,501            -   13,501 
Dividends             -        -        -         -         -            -         -   (6,748)   (6,748)      (2,483)  (9,231) 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
Total 
 transactions 
 with owners         64    7,996        -         -     6,640      (7,918)         -     6,692    13,474      (2,190)   11,284 
Total 
 comprehensive 
 income for 
 the year             -        -        -         -         -            -   (1,177)     2,672     1,495        1,894    3,389 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
At 31 December 
 2017               813   32,095   31,592     (792)  (13,958)     (21,040)     3,593    25,235    57,538        6,532   64,070 
--------------  -------  -------  -------  --------  --------  -----------  --------  --------  --------  -----------  ------- 
 
 

M&C SAATCHI PLC

UNAUDITED CONSOLIDATED CASH FLOW STATEMENT

SIX MONTHSED 30 JUNE 2018

 
                                                Six months  Six months    Year Ended 
                                                     ended       ended   31 December 
                                                   30 June     30 June          2017 
                                                      2018        2017 
                                         Notes      GBP000      GBP000        GBP000 
---------------------------------------  -----  ----------  ----------  ------------ 
 
Gross Profit                                 5     127,198     121,035       251,481 
Operating cost                                   (116,326)   (115,699)     (246,146) 
Operating Profit                             5      10,872       5,336         5,335 
---------------------------------------  -----  ----------  ----------  ------------ 
Adjustments for: 
Depreciation of plant and equipment                  1,705       1,348         3,079 
Losses on sale of plant and equipment                   52          27            57 
Losses on sale of software intangibles                  60           -             4 
Impairment and amortisation on 
 acquired intangible assets                          2,007         737         2,021 
Impairment of goodwill                                   -           -         5,214 
Amortisation of capitalised software 
 intangible assets                                      75          44           211 
Equity settled share based payment 
 expenses                                            2,534       6,845        13,501 
---------------------------------------  -----  ----------  ----------  ------------ 
Operating cash flow before movements 
 in working capital and provisions                  17,305      14,337        29,422 
---------------------------------------  -----  ----------  ----------  ------------ 
Decrease/(Increase) in trade and 
 other receivables                                 (7,952)       1,980      (10,806) 
Decrease/(Increase) in contract 
 assets                                           (16,398)           -             - 
(Increase)/Decrease in trade and 
 other payables                                        928    (14,195)        11,665 
(Decrease)/Increase in contract 
 assets                                              5,396           -             - 
---------------------------------------  -----  ----------  ----------  ------------ 
Cash generated from operations                       (721)       2,122        30,281 
Tax paid                                           (2,256)     (3,881)       (6,727) 
---------------------------------------  -----  ----------  ----------  ------------ 
Net cash (outflow)/inflow from operating 
 activities                                        (2,977)     (1,759)        23,554 
----------------------------------------------  ----------  ----------  ------------ 
Investing activities 
Acquisitions net of cash acquired           11       1,149       (834)         (951) 
Acquisition of investments                           (355)     (1,140)       (2,024) 
Proceeds from sale of plant and 
 equipment                                              13           4            77 
Purchase of plant and equipment                    (1,083)       (773)       (3,451) 
Purchase of capitalised software                       (6)        (85)         (385) 
Dividend from associates                              (59)           -         1,806 
Interest earned                                        182         166           288 
Net cash consumed by investing 
 activities                                          (159)     (2,662)       (4,640) 
---------------------------------------  -----  ----------  ----------  ------------ 
Net cash consumed by operating 
 and investing activities                          (3,136)     (4,421)        18,914 
---------------------------------------  -----  ----------  ----------  ------------ 
 
 
                                               Six months  Six months    Year Ended 
                                                    ended       ended   31 December 
                                                  30 June     30 June          2017 
                                                     2018        2017 
                                                   GBP000      GBP000        GBP000 
Net cash consumed by operating 
 and investing activities                         (3,136)     (4,421)        18,914 
 
Dividends paid to equity holders 
 of the Company                                         -           -       (6,748) 
Dividends paid to non controlling 
 interest                                         (1,727)     (1,648)       (2,484) 
Issue of shares to minorities                          34           -             - 
Repayment of finance leases                          (14)        (15)          (28) 
Movement on invoice discounting                     (843)         291         (730) 
Inception of bank loans                               387       6,315        10,240 
Repayment of bank loans                           (9,442)       (184)         (359) 
Interest paid                                       (569)       (709)       (1,275) 
---------------------------------------------  ----------  ----------  ------------ 
Net cash generated / (consumed) 
 from financing activities                       (12,174)       4,050       (1,384) 
---------------------------------------------  ----------  ----------  ------------ 
 
Net decrease in cash and cash equivalents        (15,310)       (371)        17,530 
---------------------------------------------  ----------  ----------  ------------ 
 
Effect of exchange rate changes                     (426)       (213)         (795) 
Cash and cash equivalents at the 
 beginning of the period                           48,957      32,222        32,222 
---------------------------------------------  ----------  ----------  ------------ 
Cash and cash equivalents at the 
 end of the period                                 33,221      31,638        48,957 
---------------------------------------------  ----------  ----------  ------------ 
 
 

M&C SAATCHI PLC

UNAUDITED NOTES TO THE INTERIM STATEMENTS

SIX MONTHSED 30 JUNE 2018

   1.   GENERAL INFORMATION 

The Company is a public limited company incorporated and domiciled in the UK. The address of its registered office is 36 Golden Square, London W1F 9EE.

The Company has its primary listing on the AIM market of the London Stock Exchange.

This consolidated half-yearly financial information was approved for issue on 20 September 2018.

These results do not constitute the Group's statutory accounts. The information presented in relation to 31 December 2017 is extracted from the statutory financial statements for the year then ended, which have been delivered to the Registrar of Companies. The auditor's report on the statutory financial statements for the year ended 31 December 2017 was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain statements under Section 498 (2) or (3) of the Companies Act 2006.

   2.   Basis of preparation 

This consolidated half-yearly financial information for the half-year ended 30 June 2018 has been prepared in accordance with the AIM Rules for companies. The half-yearly consolidated financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2017.

   3.   USE OF JUDGEMENTS AND ESTIMATES 

In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements, except for new significant judgements and key sources of estimation uncertainty related to the application of IFRS 15 and IFRS 9, which are described in Note 4.

   4.   Accounting policies 

The financial information in these interim results is that of the holding company and all of its subsidiaries (the Group). It has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2017.

The changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ending 31 December 2018.

The Group has initially adopted IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments from 1 January 2018. A number of other new standards are effective from 1 January 2018 but they do not have a material effect on the Group's financial statements.

IFRS 15 Revenue from Contracts with Customers

Impact of the adoption of IFRS 15 Revenue from contracts with customers

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. The Group has adopted IFRS 15 using the cumulative effect method (without practical expedients), thereby initially applying this standard at the date of initial application (1 January 2018). Accordingly, the information presented for 2017 has not been restated, it is presented as previously reported.

The new standard provides a framework which an entity must apply to measure and recognise revenue and the related cash flows. A five-step model is used whereby consideration received or expected to be received is recognised as revenue when contractual performance obligations are satisfied by the transfer of control of the relevant goods or services to the customer.

Adopting IFRS 15 has not had a significant impact on either the timing of the Group's recognition of revenue nor on the Group's equity. There are however two areas where the presentation of the Group's financial statements have been affected.

Agency vs Principal relationships - Certain of the Group activities involve the entity acting as agent for their customer. In these instances third party costs are excluded from revenue, when, however the Group acts as principal with regards services provided to clients these third party costs are included within revenue. IFRS 15 has altered the criteria used for the principal versus agent evaluation. Under IFRS 15 the principal versus agent assessment is based on whether the Group controls the relevant services before they are transferred to the client. As a result of the adoption of IFRS 15 there has been an increase in third party costs included in revenue and cost of sales of GBP88million. This change in approach of identifying whether transactions are accounted for as principal or agent has had no impact on the Group's result for the period. The varying spend on such third-party costs does not create a profit driver for management who, in terms of KPIs and for internal reporting purposes (and thus IFRS8 segmentation) focus on Gross Profit and not gross revenue.

Prepaid customer expenses - Under certain contractual arrangements the Group makes payments to suppliers on behalf of customers prior to billing. As these amounts do not relate to services provided by the Group under IFRS 15 these are recognised separately to trade receivables and contract assets. An amount totalling GBP2,589k has therefore been recognised as at 30 June 2018 as another receivable and is included within the consolidated balance sheet balance of Trade and other receivables of GBP110,792k.

Other than this reclassification, the impact of the adoption of IFRS on the consolidated statement of balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and earnings per share was immaterial.

IFRS 15- Revenue Recognition Policy

Billings comprise the gross amounts billed, or billable, to clients in respect of commission based and fee based income together with the total of other fees earned, in addition to those instances where the Group has made payments on behalf of the customer to third parties.

Revenue comprises commission and fees earned and is stated exclusive of VAT and sales taxes.

Performance obligations - At the inception of a new contractual arrangement with a customer the Group identifies the performance obligations inherent in the agreement. Typically the terms of the contracts are such that the services to be rendered are considered to be either integrated (as they all drive the output of the contract as a whole) or to represent a series of services that are substantially the same with the same pattern of transfer to the customer. Accordingly, this amalgam of services is accounted for as a single performance obligation.

Where there are contracts with services capable of being distinct and are distinct within the context of the contract then they are accounted for as separate obligations. In these instances the consideration due to be earned from the contract is allocated to each of the performance obligations in proportion to their stand-alone selling price.

Recognition of revenue - Based on the terms of the contractual arrangements entered into with customers, revenue is typically recognised over time. In the majority of instances this is a result of the assets generated under the terms of a contract having no alternative use to the Group and there being an enforceable right to payment. Exceptions to this are noted below.

Measurement of revenue - Where revenue is recognised over time it is measured based on the proportion of the level of the service performed. Either an output or an input method, depending on the particular arrangement, is used to measure progress for each performance obligation. Where the terms of an agreement are such that the amounts due to be invoiced correspond directly with the value to the customer, then the Group recognises revenue in line with its 'right-to-invoice'. Where this is not the case then an input method based on costs incurred to date is used to measure performance. The primary input of substantially all work performed is represented by labour. As a result of the relationship between labour and cost there is normally a direct correlation between costs incurred and the proportion of the contract performed to date.

Principal vs Agent - When a third-party supplier is involved in fulfilling the terms of a contract then for each performance obligation identified the Group assesses whether they are acting as principal or agent. Where the Group controls the specified services prior to transferring those services to the customer then the Group is acting as principal. The Group considers that control exists where it is primarily responsible for ensuring the service meet the customers' specifications, for integrating products and services into the ultimate deliverable or in cases where it has discretion in establishing pricing.

When we act as an agent, the revenue recorded is the net amount retained. Costs incurred with external suppliers are excluded from revenue and recorded as other receivables payable by the customer. When the Group acts as principal the revenue recorded is the gross amount billed. When allowable by the terms of the contract out-of-pocket costs such as travel, are also recognised as the gross amount billed with a corresponding amount recorded as an expense.

Treatment of costs - Costs incurred in relation to the fulfilment of a contract are either recognised as an asset or treated as an expense. Costs are capitalised when they relate directly to a contract, are expected to be recovered or enhance resources of the Group, which will be used in satisfying future performance obligations of the contract.

Supplier rebates - The Group receives volume rebates from certain suppliers for transactions entered into on behalf of clients that, based on the terms of the relevant contracts and local law, are either remitted to clients or retained by the Group. If amounts are passed on to clients they are recorded as liabilities until settled or, if retained by the Group, are recorded as revenue when earned.

Further details on revenue recognition in terms of the nature of contractual arrangements are as follows:

-- Commission based income in relation to media spend - The Group arranges for a third party to provide the related goods and services in the capacity of an agent. Revenue is recognised in relation to the amount of commission the Group is entitled to. Often additional integrated services are provided at the same time with regards to the development and deployment of an overarching media strategy, due to the integrated nature of the services provided under the terms of the contract this is recognised as a single performance obligation. Where there is variability in the overall level of media spend then the Group estimates the variable consideration to which they will be entitled at inception of the contract. This estimate is revised at the earlier of either the completion of the contract or the end of the financial reporting period. The Group considers the commission earned to be reflective of the value to the customer and measures revenue to be recognised as the amount to which they have the 'right-to-invoice'. Although there may be a blend of services, some of which are akin to the Group acting as principal, as there is one performance obligation and as the main feature of the arrangements are the Group acting as an agent, all such revenue is recognised net in line with the Group acting as an agent.

-- Commission based income in relation to talent performance - The Group arranges, in the capacity of an agent, for talent, or other third parties, to provide their time in return for a booking fee. Accordingly this booking fee is recognised as the amount of commission to which the Group is entitled. The revenue is typically recognised as the booking or obligation is performed. Where contracts do not have an enforceable right to payment, as editorial oversight for the performance of the talent is held by the customer, revenue continues to be recognised over time.

In those instances where performance obligations are recognised at a point in time then the Group adopts a milestone approach and recognises revenue at the point in time at which a performance obligation is fully satisfied.

-- Retainer fees - Retainer fees relate to arrangements whereby the nature of the Group's contractual promise is to agree to 'stand-ready' to deliver services to the customer for a period of time rather than to deliver the good or services underlying that promise. Retainer fees are recognised over the period of the relevant assignments or arrangements, typically in line with 'stand-ready' incurred costs. The primary input of all work performed under these arrangements is labour. As a result of the direct relationship between labour and cost there is normally a direct correlation between costs incurred and the proportion of the contract performed to date.

-- Project fees and production income - Project fees typically relate to assignments under which a bespoke customer asset is created which has no alternative use to the Group. Where such assignments are carried out under contractual terms which entitle the Group to payment for its performance to date in the event of contract termination, then fees are recognised over the period of the relevant assignments. Revenue is typically recognised in line with the value delivered to the customer which is the amount to which the Group has the 'right-to-invoice'. In instances where amounts eligible for invoice do not correspond directly with the value to the customer then an input method based on costs incurred is used. The primary input of all work performed under these arrangements is labour. As a result of the direct relationship between labour and cost there is normally a direct correlation between costs incurred and the proportion of the contract performed to date.

Where projects are carried out under contracts the terms of which entitle the Group to payment for its performance only when control passes at a delivery date or a milestone then fees are recognised at the time that payment entitlement occurs.

IFRS 9 Financial instruments

IFRS 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement.

Based on the unaudited review, the Group has found on a consolidated basis that IFRS9 has no significant impact on retained earnings or non controlling interests at 1 January 2018. There has however been a recognition of the fair value of certain investments previously held at cost. These are recognised at a fair value of GBP7.2 million (1 January 2018, GBP6.4 million).

Classification and measurement of financial assets and financial liabilities

IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities. However, it eliminates the previous IAS 39 categories for financial assets held to maturity, loans and receivables and available for sale.

The adoption of IFRS 9 has not had a significant effect on the Group's accounting policies related to financial liabilities and derivative financial instruments. The impact of IFRS 9 on the classification and measurement of financial assets is set out below.

Under IFRS 9, on initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI (Fair Value through Other Comprehensive Income) - equity investment; or FVTPL(Fair Value through Profit and Loss (the Income statement)). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

deg it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

deg its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in Other Comprehensive Income (OCI). This election is made on an investment-by-investment basis.

A financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value.

The following accounting policies apply to the subsequent measurement of financial assets:

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses (see below). Interest income, foreign exchange gains and losses and impairment are recognised in the Income Statement. Any gain or loss on derecognition is recognised in Income Statement .

Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in the Income Statement unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to the Income Statement .

Impairment of financial assets

IFRS 9 replaces the 'incurred loss' model in IAS 39 with an 'expected credit loss' (ECL) model. The new impairment model applies to financial assets measured at amortised cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. Under IFRS 9, credit losses are recognised earlier than under IAS 39.

The financial assets at amortised cost consist of trade receivables and cash and cash equivalents.

Under IFRS 9, loss allowances are measured on either of the following bases:

deg 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and

deg lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

The Group has elected to measure loss allowances for trade receivables and contract assets at an amount equal to lifetime ECLs.

The Group considers a financial asset to be in default when:

deg - the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or

   deg       - the financial asset is more than 120 days past due. 

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

Measurement of ECLs

ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).

Presentation of impairment

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Impairment losses related to trade and other receivables, including contract assets, are presented separately in the income statement.

Impact of the new impairment model

For assets in the scope of the IFRS 9 impairment model, impairment losses are generally expected to increase and become more volatile, however on transition and in the period the Group identified no further impairments.

   5.   Earnings per share and reconciliation between headline and statutory results 

The analysis below provides a reconciliation between the Group's statutory results and the headline results.

 
                                                                               Fair value 
                                                                              adjustments 
                                         Amortisation           Allocations   to minority 
                               Reported   of acquired          and dividend    put option  Headline 
Six Months to                   results   intangibles   paid to conditional   liabilities   results 
 30 June 2018                    GBP000        GBP000          share awards        GBP000    GBP000 
---------------------------   ---------  ------------  --------------------  ------------  -------- 
Gross Profit                    127,198             -                     -             -   127,198 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Operating profit                 10,872         2,007                   399         2,534    15,812 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Share of results 
 of associates 
 & JV                             1,264             -                     -             -     1,264 
Finance income                      182             -                     -             -       182 
Finance cost                    (1,337)             -                     -           768     (569) 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Profit before 
 taxation                        10,981         2,007                   399         3,302    16,689 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Taxation                        (3,341)         (504)                     -          (24)   (3,869) 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Profit for the 
 period                           7,640         1,503                   332         3,278    12,820 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Non controlling interests       (1,395)         (424)                 (274)             -   (2,093) 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Profit attributable 
 to equity holders 
 of the Group                     6,245         1,079                   125         3,278    10,727 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
BASIC EARNINGS PER SHARE 
---------------------------------------  ------------  --------------------  ------------  -------- 
Weighted average number 
 of shares (Thousands)           82,302                                                      82,302 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Basic EPS                         7.59p                                                      13.03p 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
 
DILUTED EARNINGS PER 
 SHARE 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Weighted average number 
 of shares (Thousands) 
 as above                        82,302                                                      82,302 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Add 
- Conditional 
 shares                           2,022                                                       2,022 
 - Conditional 
  shares with dividend            4,575                                                       4,575 
- Contingent consideration          118                                                         118 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Total                            89,017                                                      89,017 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
Diluted earnings 
 per share                        7.02p                                                      12.05p 
----------------------------  ---------  ------------  --------------------  ------------  -------- 
 
 
 

The Directors believe that the headline results and headline earnings per share provide additional useful information on the underlying performance. The headline result is used for internal performance management, calculating the value of subsidiary convertible shares and minority interest put options. The term headline is not a defined term in IFRS.

The items that are excluded from headline results are the amortisation or impairment of intangible assets (including goodwill and acquired intangibles, but excluding software) acquired in business combinations, changes to deferred and contingent consideration and other acquisition related charges taken to the income statement; impairment of investment in associates and investments; profit and loss on disposal of associates; and the income statement impact of put option accounting and share based payment charges.

 
                                                                              Fair value 
                                                                             adjustments 
                                        Amortisation           Allocations   to minority 
                              Reported   of acquired          and dividend    put option  Headline 
Six Months to                  results   intangibles   paid to conditional   liabilities   results 
 30 June 2017                   GBP000        GBP000          share awards        GBP000    GBP000 
--------------------------   ---------  ------------  --------------------  ------------  -------- 
Gross Profit                   121,035             -                     -             -   121,035 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Operating profit                 5,336           737                   332         6,845    13,250 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Share of results 
 of associates 
 & JV                              531             -                     -             -       531 
Finance income                   4,520             -                             (4,355)       165 
Finance cost                     (710)             -                     -             -     (710) 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Profit before 
 taxation                        9,677           737                   332         2,490    13,236 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Taxation                       (2,023)         (245)                     -         (600)   (2,868) 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Profit for the 
 period                          7,654           492                   332         1,890    10,368 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Non controlling interests        (816)         (135)                 (332)             -   (1,283) 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Profit attributable 
 to equity holders 
 of the Group                    6,838           357                     -         1,890     9,085 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
BASIC EARNINGS PER SHARE 
--------------------------------------  ------------  --------------------  ------------  -------- 
Weighted average number 
 of shares (Thousands)          76,115                                                      76,115 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Basic EPS                        8.98p                                                      11.94p 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
 
DILUTED EARNINGS PER 
 SHARE 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Weighted average number 
 of shares (Thousands) 
 as above                       76,115                                                      76,115 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Add 
- Conditional 
 shares                          2,139                                                       2,139 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Total                           78,254                                                      78,254 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
Diluted earnings 
 per share                       8.74p                                                      11.61p 
---------------------------  ---------  ------------  --------------------  ------------  -------- 
 
 
 
 
                                                       Deferred  Deferred 
                                                         tax on    tax on 
                                                       acquired       put      Revaluation 
                                                     intangible   options    of contingent 
                          Amortisation   Impairment      US tax    US tax    consideration   Acquisition 
 Year ended     Reported   of acquired  of acquired        rate      rate           GBP000     related     Put option  Headline 
 31 December     results   intangibles  intangibles      change    change                    remuneration  accounting   results 
 2017             GBP000        GBP000       GBP000      GBP000    GBP000                       GBP000       GBP000      GBP000 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Gross Profit     251,481             -            -           -         -                -        -            -        251,481 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Operating 
 profit            5,335         2,021        5,214           -         -               40       614         13,501      26,725 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Share of 
 results 
 of associates 
 & JV              1,987             -            -           -         -                -        -            -          1,987 
Finance income     3,326             -            -           -         -                -        -         (3,037)         289 
Finance cost     (1,346)             -            -           -         -                -        -            -        (1,346) 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Profit before 
 taxation          9,302         2,021        5,214           -         -               40       614         10,464      27,655 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Taxation         (4,736)         (671)      (1,804)         981       392                -        -          (996)      (6,834) 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Profit for the 
 year              4,566         1,350        3,410         981       392               40       614         9,468       20,821 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Non 
 controlling 
 interests       (1,894)         (365)            -           -        --                -          (591)           -   (2,850) 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Profit 
 attributable 
 to equity 
 holders 
 of the Group      2,672           985        3,410         981       392               40             23       9,468    17,971 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
BASIC EARNINGS PER SHARE 
---------------------------------------------------------------  --------  ---------------  -------------  -------------------- 
Weighted 
 average 
 number of 
 shares 
 (Thousands)      77,999                                                                                                 77,999 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Basic EPS          3.43p                                                                                                 23.04p 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
 
DILUTED EARNINGS PER SHARE 
---------------------------------------------------------------  --------  ---------------  -------------  -------------------- 
Weighted 
 average 
 number of 
 shares 
 (Thousands) 
 as 
 above            73,193                                                                                                 71,319 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Add 
- Conditional 
 shares 
 without 
 dividend 
 rights            2,763                                                                                                  2,763 
- Conditional 
 shares with 
 dividend 
 rights            3,829                                                                                                  3,829 
- Contingent 
 consideration       108                                                                                                    108 
Total             84,699                                                                                                 84,699 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
Diluted 
 earnings 
 per share         3.16p                                                                                                 21.22p 
--------------  --------  ------------  -----------  ----------  --------  ---------------  -------------  ----------  -------- 
 
 
   6.   SEGMENTAL INFORMATION 

This segmental information is reconciled to the statutory results in Note 5.

 
                                                           Middle 
                                                         East and       Asia and 
Six months to                        UK      Europe        Africa      Australia        Americas    Total 
 30 June 2018                    GBP000      GBP000        GBP000         GBP000          GBP000   GBP000 
-----------------------------   -------  ----------  ------------  -------------  --------------  ------- 
Gross Profit                     46,586      17,082         7,793         32,598          23,139  127,198 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Operating profit excluding 
 Group costs                      7,845       2,583           488          4,599           2,709   18,224 
Group costs                     (2,188)        (35)             -           (63)            (26)  (2,412) 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Operating profit                  5,657       2,547           488          4,436           2,684   15,812 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Share of results of 
 associates 
 and JV                           1,173        (18)             -            161            (51)    1,264 
Financial income and 
 cost                             (184)        (37)            17             57           (240)    (387) 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit before taxation            6,645       2,492           505          4,655           2,392   16,689 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Taxation                          (945)     (1,068)          (91)        (1,285)           (480)  (3,869) 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit for the period             5,700       1,424           414          3,370           1,912   12,820 
Non controlling interests         (981)       (203)          (76)          (693)           (140)  (2,093) 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit attributable 
 to equity shareholders 
 of the Group                     4,719       1,221           338          2,677           1,772   10,727 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
HEADLINE BASIC EPS                                                                                 13.03p 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Non cash costs included in headline 
 operating profit: 
Depreciation & Amortisation 
 of software                      (712)       (163)         (165)          (419)           (157)  (1,616) 
Share option charges            (2,534)           -             -              -               -  (2,534) 
==============================  =======  ==========  ============  =============  ==============  ======= 
OFFICE LOCATION                  London       Milan  Johannesburg         Sydney        New York 
                                             Berlin     Cape Town      Melbourne         Chicago 
                                              Paris     Abu Dhabi      New Delhi     Los Angeles 
                                             Madrid         Dubai      Bangalore   San Francisco 
                                             Geneva        Beirut      Islamabad          Mexico 
                                          Stockholm      Tel Aviv      Hong Kong            City 
                                             Moscow                     Shanghai        São 
                                           Istanbul                        Tokyo           Paulo 
                                                                    Kuala Lumpur 
                                                                         Bangkok 
                                                                         Jakarta 
                                                                       Singapore 
==============================  =======  ==========  ============  =============  ==============  ======= 
 
 
 
                                                           Middle 
                                                         East and       Asia and 
Six months to                        UK      Europe        Africa      Australia        Americas    Total 
 30 June 2017                    GBP000      GBP000        GBP000         GBP000          GBP000   GBP000 
-----------------------------   -------  ----------  ------------  -------------  --------------  ------- 
Gross Profit                     42,553      16,195         6,352         31,102          24,883  121,035 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Operating profit excluding 
 Group costs                      5,612       2,433           341          3,717           3,642   15,745 
Group costs                     (2,247)        (44)             -          (171)            (33)  (2,495) 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Operating profit                  3,365       2,389           341          3,546           3,609   13,250 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Share of results of 
 associates 
 and JV                             332           6             -            193               -      531 
Financial income and 
 cost                             (227)        (35)            24             27           (334)    (545) 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit before taxation            3,470       2,360           365          3,766           3,275   13,236 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Taxation                          (393)       (958)            21        (1,048)           (490)  (2,868) 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit for the period             3,077       1,402           386          2,718           2,785   10,368 
Non controlling interests         (642)       (213)            25          (436)            (17)  (1,283) 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit attributable 
 to equity shareholders 
 of the Group                     2,435       1,189           411          2,282           2,768    9,085 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
HEADLINE BASIC EPS                                                                                 11.94p 
------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Non cash costs included in headline 
 operating profit: 
Depreciation & Amortisation 
 of software                      (552)       (116)         (176)          (305)           (243)  (1,392) 
Share option charges                  -           -             -              -               -        - 
==============================  =======  ==========  ============  =============  ==============  ======= 
OFFICE LOCATION                  London       Milan  Johannesburg         Sydney        New York 
                                             Berlin     Cape Town      Melbourne         Chicago 
                                              Paris     Abu Dhabi      New Delhi     Los Angeles 
                                             Madrid         Dubai      Islamabad   San Francisco 
                                             Geneva        Beirut      Hong Kong        São 
                                          Stockholm      Tel Aviv       Shanghai           Paulo 
                                             Moscow                        Tokyo 
                                           Istanbul                 Kuala Lumpur 
                                                                         Bangkok 
                                                                       Singapore 
==============================  =======  ==========  ============  =============  ==============  ======= 
 
 
 
                                                            Middle 
                                                          East and       Asia and 
Year ended                            UK      Europe        Africa      Australia        Americas    Total 
 31 December 2017                 GBP000      GBP000        GBP000         GBP000          GBP000   GBP000 
------------------------------   -------  ----------  ------------  -------------  --------------  ------- 
Gross Profit                      94.013      33,492        14,650         64,703          44,623  251,481 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Operating profit excluding 
 Group costs                      15,149       5,187         1,568          7,733           3,385   33,022 
Group costs                      (5,821)        (71)             -          (339)            (66)  (6,297) 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Operating profit                   9,328       5,116         1,568          7,394           3,319   26,725 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Share of results of 
 associates 
 and JV                            1,633           3             -            351               -    1,987 
Financial income and 
 cost                              (437)        (69)            11             48           (610)  (1,057) 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit before taxation            10,524       5,050         1,579          7,793           2,709   27,655 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Taxation                         (1,478)     (1,604)         (421)        (2,110)         (1,221)  (6,834) 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit for the year                9,046       3,446         1,158          5,683           1,488   20,821 
Non controlling interests          (813)       (721)         (534)        (1,189)             407  (2,850) 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Profit attributable 
 to equity shareholders 
 of the Group                      8,233       2,725           624          4,494           1,895   17,971 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
HEADLINE BASIC EPS                                                                                  23.04p 
-------------------------------  -------  ----------  ------------  -------------  --------------  ------- 
Non cash costs included in operating 
 profit: 
Depreciation & Amortisation 
 of software                     (1,456)       (394)         (382)          (669)           (389)  (3,290) 
Share option charges                   -           -             -              -               -        - 
===============================  =======  ==========  ============  =============  ==============  ======= 
OFFICE LOCATION                   London       Milan  Johannesburg         Sydney        New York 
                                              Berlin     Cape Town      Melbourne         Chicago 
                                               Paris     Abu Dhabi      New Delhi     Los Angeles 
                                              Madrid         Dubai      Bangalore   San Francisco 
                                              Geneva        Beirut      Islamabad        São 
                                           Stockholm      Tel Aviv      Hong Kong           Paulo 
                                              Moscow                     Shanghai 
                                            Istanbul                        Tokyo 
                                                                     Kuala Lumpur 
                                                                          Bangkok 
                                                                        Singapore 
===============================  =======  ==========  ============  =============  ==============  ======= 
 
 
   7.   Finance Income 
 
                                         Six months  Six months          Year 
                                              ended       ended         ended 
                                            30 June     30 June   31 December 
                                               2018        2017          2017 
                                             GBP000      GBP000        GBP000 
------------------------------------     ----------  ----------  ------------ 
 
 
Bank interest receivable                        154         140           200 
Other interest receivable                         -          25            89 
---------------------------------------  ----------  ----------  ------------ 
Total finance income                            154         165           289 
---------------------------------------  ----------  ----------  ------------ 
Fair value adjustments to minority 
 shareholder put option liabilities              28       4,355         3,037 
---------------------------------------  ----------  ----------  ------------ 
Total                                           182       4,520         3,326 
---------------------------------------  ----------  ----------  ------------ 
 
   8.   Finance COsts 
 
                                         Six months  Six months          Year 
                                              ended       ended         ended 
                                            30 June     30 June   31 December 
                                               2018        2017          2017 
                                             GBP000      GBP000        GBP000 
------------------------------------     ----------  ----------  ------------ 
Finance costs 
 
Bank interest payable                         (569)       (700)       (1,334) 
Other interest payable                            -        (10)           (2) 
---------------------------------------  ----------  ----------  ------------ 
Total interest payable                        (569)       (710)       (1,346) 
---------------------------------------  ----------  ----------  ------------ 
 
Fair value adjustments to minority 
 shareholder put option liabilities           (768)           -             - 
Total                                       (1,337)       (710)       (1,346) 
---------------------------------------  ----------  ----------  ------------ 
 
   9.   Taxation 

Income tax expenses are recognised based on management's estimate of the average annual headline income tax expected for the full financial year.

The estimated headline effective annual tax rate used for the period to 30 June 2018 is 23.2% (30 June 2017: 21.6%). The increase in the headline tax rate is due to exhaustion of brought forward tax losses in USA during 2017.

The estimated effective annual tax rate for the period to 30 June 2018 is 30.4% (30 June 2017: 20.9%). The difference between the headline and statutory tax rates is caused by a difference in the profit before tax due to the impact of fair value adjustments to minority shareholder put option liabilities that have no effect on the tax charge.

10. Dividends

 
                                        Six months  Six months          Year 
                                             ended       ended         ended 
                                           30 June     30 June   31 December 
                                              2018        2017          2017 
                                            GBP000      GBP000        GBP000 
-----------------------------------     ----------  ----------  ------------ 
 
 
2016 final dividend 6.44p (2015: 
 5.60p)                                          -           -         5,033 
2017 interim dividend 2.13p (2016: 
 1.85p)                                          -           -         1,714 
 
                                                 -           -         6,747 
   -----------------------------------  ----------  ----------  ------------ 
 

The directors propose an interim dividend of 2.45p per share (2017: 2.13p per share) payable on 9 November 2018 to shareholders who are on the register at 26 October 2018. This interim dividend, amounting to GBP2,062k (2017: GBP1,714k), along with 2017 final dividend of GBP6,261k (7.40p) has not been recognised as a liability in this half-yearly financial report.

11. Cash consumed by acquisitions

 
                                         Six months  Six months          Year 
                                              ended       ended         ended 
                                            30 June     30 June   31 December 
                                               2018        2017          2017 
                                             GBP000      GBP000        GBP000 
-----------------------------------      ----------  ----------  ------------ 
Acquisitions 
Initial cash consideration paid               (202)     (1,375)       (2,479) 
Cash and cash equivalents acquired            1,351         541         1,528 
                                              1,149       (834)         (951) 
    -----------------------------------  ----------  ----------  ------------ 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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