TIDMAVS

RNS Number : 9240G

Avesco Group PLC

13 June 2013

EMBARGOED UNTIL 7.00am, 13 June 2013

AVESCO GROUP plc

RESULTS FOR THE THREE MONTHS AND SIX MONTHS ENDED 31 MARCH 2013

Avesco Group plc (AIM: AVS), a leading international provider of services to the corporate presentation, entertainment and broadcast markets, announces its results for the three months and six months ended 31 March 2013.

KEY HIGHLIGHTS

Six months to 31 March 2013

   --    Revenue down 2% to GBP65.9m (six months ended 31 March 2012: GBP67.5m) 
   --    Operating profit increased to GBP2.7m (six months ended 31 March 2012: GBP1.7m) 
   --    Trading profit increased to GBP2.8m (six months ended 31 March 2012: GBP2.1m)* 
   --    Trading EBITDA up 1% to GBP11.8m (six months ended 31 March 2012: GBP11.6m)* 
   --    Basic earnings per share of 4.8p (six months ended 31 March 2012: 3.7p) 
   --    Adjusted basic earnings per share of 7.5p (six months ended 31 March 2012: 5.1p)* 

Three months to 31 March 2013

   --    Revenue up 5% to GBP35.7m (three months ended 31 March 2012: GBP33.9m) 
   --    Operating profit increased to GBP2.9m (three months ended 31 March 2012: GBP2.0m) 
   --    Trading profit increased to GBP2.9m (three months ended 31 March 2012: GBP2.0m)* 
   --    Trading EBITDA up 8% to GBP7.5m (three months ended 31 March 2012: GBP6.9m)* 
   --    Basic earnings per share of 7.0p (three months ended 31 March 2012: 6.3p) 
   --    Adjusted basic earnings per share of 9.6p (three months ended 31 March 2012: 6.3p)* 

* As described in note 3, the Group uses certain non-GAAP alternative measures to assess underlying operating performance.

Court Case Settlement

-- Final settlement and receipt of Disney litigation considerably in excess of previous estimates

-- A distribution will be made to shareholders and LTIP holders (equivalent to GBP1.10 per share/LTIP) subject to shareholder approval

Richard Murray, Chairman, commented:

"In my statement in March 2013, I reported that the Group's underlying trading was showing encouraging signs after a slow first quarter. Whilst the results for the quarter ended 31 March 2013 showed an improvement on the previous quarter, our markets remain difficult with competitive pricing pressures and limited visibility. The post-Olympic pick-up in demand in the UK has been much slower than anticipated and our businesses in Germany have also suffered from difficult market conditions and the departure of some key staff. Therefore, as announced on 4 June 2013, we now believe that it is likely that our results for the full year to 30 September 2013 will be below previous market expectations. 2014 sees a return to a run of major sporting events around the world, including the Winter Olympics in Russia, the Commonwealth Games in Scotland and the FIFA World Cup in Brazil, all of which offer significant potential over the coming 18 months.

The Group received its share of the Disney litigation award on 4 June 2013. The cash received, after deductions for estimated tax liabilities and indemnities was GBP45.6m, and after related bonuses was GBP44.6m or $68.1m ("Net Receipt"), which was considerably in excess of our previous estimates of $60m principally due to the effects of post judgement interest and lower corporation tax charges.

I am pleased to announce that the Board is proposing, subject to shareholder approval, to return 69% (GBP30.6m) of this Net Receipt to shareholders by way of a B & C Share Scheme ("The Scheme") and to LTIP holders by way of a cash bonus. Under The Scheme, a payment, equivalent to GBP1.10 per share, is planned to be paid to shareholders while LTIP holders will receive a cash bonus of the same amount in respect of the shares subject to LTIP awards. The balance of the Net Receipt will be used to reduce Group debt.

The Scheme will be structured in such a way as to allow shareholders, subject to applicable legal and regulatory restrictions, to elect to receive their proceeds as income or capital. A detailed circular setting out the full terms of The Scheme and detailed timings will be sent to shareholders in the autumn."

For further information please contact:

 
 
   Avesco Group plc 
 Richard Murray, Chairman            01293 583400 
 John Christmas, Group Finance 
  Director 
 
 
 finnCap 
  Ed Frisby/Rose Herbert, 
  Corporate Finance 
  Brian Patient/Victoria 
  Bates, Corporate Broking          020 7220 0500 
 
 

Chairman's Statement

In my statement in March 2013, I reported that the Group's underlying trading was showing encouraging signs after a slow first quarter. I am pleased to report on an improved performance in the second quarter, although the outlook for the year as a whole has become more challenging.

Results

Revenue in the three months ended 31 March 2013 rose 5% to GBP35.7m (three months ended 31 March 2012: GBP33.9m) but this increase was insufficient to fully offset the first quarter's 10% revenue fall, leaving the total revenue for the six months to 31 March 2013 down 2% at GBP65.9m (six months ended 31 March 2012: GBP67.5m). If the effect of major events in each of those periods is excluded, the prior period comparisons show that the underlying business on a like for like basis continued to make some progress, with 10% growth in the quarter and 3% growth over the 6 month period.

The US operations of our Creative Technology division were once again the main driver behind the improved performance although our Creative Technology business in China and our UK Full Service business both contributed with pleasing revenue growth.

Operating profit for the three months ended 31 March 2013 grew strongly to GBP2.9m (three months ended 31 March 2012: GBP2.0m) and to GBP2.7m for the six months to the same date (six months ended 31 March 2012: GBP1.7m).

Trading profits (which exclude restructuring costs, compensation for loss of office and other non-recurring costs) for the three months ended 31 March 2013 and 2012 were in line with the operating profits. The adjusted basic earnings per share showed similar improvement and were 9.6p (three months ended 31 March 2012: 6.3p).

For the six months ended 31 March 2013 the trading profit increased to GBP2.8m (six months ended 31 March 2012: GBP2.1m). The adjusted basic earnings per share were 7.5p (three months ended 31 March 2012: 5.1p).

Due to the availability of trading losses in certain territories, our current tax charge remains low. However our continued profitability means that these historic losses are being utilised and as a result there has been an increase in our total tax charge for the six months ended 31 March 2013 to GBP0.7m (six months ended 31 March 2012: GBP0.1m), although the increase relates almost entirely to deferred tax rather than current tax.

We continue to spend significantly less on new equipment than last year, with net investments in fixed assets during the first half year of GBP9.9m (6 months ended 31 March 2012: GBP18.6m). Although net debt increased by GBP2.3m during the quarter to GBP30.0m, we expect to see a reduction by the year end as a result of underlying trading.

On 31 March 2013, the net assets of the Group were GBP39.6m (31 March 2012: GBP38.0m) or GBP1.53 per share (31 March 2012: GBP1.46 per share).

We are maintaining the interim dividend at 1.0p per share in line with last year. This payment will be made on 1 October 2013 to shareholders on the register on 6 September 2013. The shares will be quoted ex dividend from 4 September 2013.

Disney

The Group has previously announced that the Ninth Circuit Court of Appeals had issued its order returning the Disney court case to the trial court, an act which had the legal effect of making the judgement collectible by Celador International Ltd ("Celador"), and that the Group received its share of the award on 4 June 2013.

The cash received, after deductions for estimated tax liabilities and indemnities was GBP45.6m, and after related bonuses was GBP44.6m or $68.1m ("Net Receipt"), which was considerably in excess of our previous estimates of $60m principally due to the effects of post judgement interest and lower corporation tax charges.

I am pleased to announce that the Board is proposing, subject to shareholder approval, to return 69% (GBP30.6m) of this Net Receipt to shareholders by way of a B & C Share Scheme ("The Scheme") and to LTIP holders by way of a cash bonus. The Scheme will provide for a payment, equivalent to GBP1.10 for each ordinary share, and will be structured in such a way as to allow shareholders, subject to applicable legal and regulatory restrictions, to elect to receive their proceeds as income or capital. A detailed circular setting out the full terms of The Scheme and detailed timings will be sent to shareholders in the autumn.

Our business has been built on the quality and expertise of our people and the Board is keen to ensure that LTIP holders are not disadvantaged by The Scheme. Therefore, it is proposed that LTIP holders will receive a cash bonus of GBP1.10 for each ordinary share the subject of an LTIP award.

As a result, shareholders are expected to receive payments of GBP28.5m in total and LTIP holders cash bonuses of GBP2.1m in total. Payments to LTIP holders and bonuses will be excluded from Trading Profit, as defined in note 3. The balance of the Net Receipt will be used to reduce Group debt.

Outlook

Whilst the results for the quarter ended 31 March 2013 showed an improvement on the previous quarter, our markets remain difficult with competitive pricing pressures and limited visibility. The post-Olympic pick-up in demand in the UK has been much slower than anticipated, particularly at the large event end of the market. Our businesses in Germany have also suffered from difficult market conditions and the departure of some key staff, whilst the consequent management restructuring will necessitate some additional costs. Therefore, as announced on 4 June 2013, we now believe that it is likely that our results for the full year to 30 September 2013 will be below previous market expectations.

As an even year, 2014 sees a return to a run of major sporting events around the world, including the Winter Olympics in Russia, the Commonwealth Games in Scotland and the FIFA World Cup in Brazil. The additional potential revenue that can be derived from these events is expected to have a beneficial effect on our results.

Whilst we remain committed to our strategy of developing our core business to provide cash generation and dividend growth, the post balance sheet receipt of the Disney funds has temporarily eliminated our net debt. Even after the return of the majority of this gain to shareholders, our gearing will be low, leaving the Group well placed for the future.

Unaudited condensed consolidated income statement

For the three months and six months ended 31 March 2013

 
                                                                                                                  Year 
                                                        Three months                        Six months           ended 
                                                      ended 31 March                    ended 31 March    30 September 
                                        2013                    2012       2013                   2012            2012 
                                     GBP000s                 GBP000s    GBP000s                GBP000s         GBP000s 
--------------------  ----------------------  ----------------------  ---------  ---------------------  -------------- 
 
 Continuing 
 operations 
 Revenue                              35,733                  33,912     65,878                 67,462         143,452 
 Cost of sales                      (21,881)                (21,181)   (41,439)               (43,874)        (93,246) 
--------------------  ----------------------  ----------------------  ---------  ---------------------  -------------- 
 Gross profit                         13,852                  12,731     24,439                 23,588          50,206 
 
 Operating expenses                 (10,949)                (10,707)   (21,673)               (21,848)        (45,979) 
 Share of 
  associate's 
  (loss)/profit                         (25)                       -       (40)                      -             271 
--------------------  ----------------------  ----------------------  ---------  ---------------------  -------------- 
 Operating profit                      2,878                   2,024      2,726                  1,740           4,498 
 
 Finance income                            -                       -          1                      2              51 
 Finance costs                         (400)                   (375)      (812)                  (699)         (1,586) 
--------------------  ----------------------  ----------------------  ---------  ---------------------  -------------- 
 Profit before 
  income 
  tax                                  2,478                   1,649      1,915                  1,043           2,963 
 
 Income tax expense                    (683)                    (50)      (684)                  (102)         (1,108) 
--------------------  ----------------------                          --------- 
 Profit for the 
  financial 
  period                               1,795                   1,599      1,231                    941           1,855 
--------------------  ----------------------  ----------------------  ---------  ---------------------  -------------- 
 
 
                                                                          Pence                  Pence 
                                       Pence                   Pence        per                    per           Pence 
                                   per share               per share      share                  share       per share 
 Earnings per share 
 for profit 
 attributable 
 to the equity 
 holders 
 of the company 
 - basic                                7.0p                    6.3p       4.8p                   3.7p            7.3p 
 - diluted                              6.5p                    6.0p       4.5p                   3.5p            7.0p 
 

Alternative performance measures (non-GAAP)

For the three months and six months ended 31 March 2013

 
                                                                                                                                Year 
                                                                                                                               ended 
                                                        Three months                                          Six months          30 
                                                      ended 31 March                                      ended 31 March   September 
                                      2013                      2012                      2013                      2012        2012 
                                   GBP000s                   GBP000s                   GBP000s                   GBP000s     GBP000s 
---------------  -------------------------  ------------------------  ------------------------  ------------------------  ---------- 
 
 
 Operating 
  profit                             2,878                     2,024                     2,726                     1,740       4,498 
 Adjusted to 
 exclude: 
 Restructuring 
  costs 
  and 
  compensation 
  for loss of 
  office                                44                         -                        61                         -       2,458 
 Other 
  non-recurring 
  costs                                  -                         -                         -                       350         428 
 Trading profit                      2,922                     2,024                     2,787                     2,090       7,384 
 
 Net finance 
  costs                              (400)                     (375)                     (811)                     (697)     (1,535) 
 Trading profit 
  after 
  net finance 
  costs                              2,522                     1,649                     1,976                     1,393       5,849 
---------------  -------------------------  ------------------------  ------------------------  ------------------------  ---------- 
 
 Current tax 
  expense                             (43)                      (50)                      (44)                     (102)       (346) 
 Trading profit 
  after 
  net finance 
  costs 
  and current 
  tax 
  expense                            2,479                     1,599                     1,932                     1,291       5,503 
---------------  -------------------------  ------------------------  ------------------------  ------------------------  ---------- 
 
 
 Trading EBITDA                      7,450                     6,888                    11,778                    11,620      27,147 
---------------  -------------------------  ------------------------  ------------------------  ------------------------  ---------- 
 
 Adjusted 
 earnings                            Pence                     Pence                     Pence                     Pence       Pence 
 per share                       per share                 per share                 per share                 per share   per share 
---------------  -------------------------  ------------------------  ------------------------  ------------------------  ---------- 
 - basic                              9.6p                      6.3p                      7.5p                      5.1p       21.7p 
 - diluted                            9.0p                      6.0p                      7.0p                      4.9p       20.8p 
 

Refer to note 3 for a full description of the alternative performance measures adopted by the Group.

Unaudited condensed consolidated statement of comprehensive income

For the three months and six months ended 31 March 2013

 
                                                                            Year 
                                Three months          Six months           ended 
                              ended 31 March      ended 31 March    30 September 
                              2013      2012      2013      2012            2012 
                           GBP000s   GBP000s   GBP000s   GBP000s         GBP000s 
------------------------  --------  --------  --------  --------  -------------- 
 
 Profit for the period       1,795     1,599     1,231       941           1,855 
 
 Other comprehensive 
  income/(expense) 
 Currency translation 
  differences                  528     (109)       520     (235)           (143) 
 Total comprehensive 
  income for the period      2,323     1,490     1,751       706           1,712 
------------------------  --------  --------  --------  --------  -------------- 
 

Unaudited condensed consolidated balance sheet

As at 31 March 2013

 
                                   31 March                       31 March   30 September 
                                       2013                           2012           2012 
                                    GBP000s                        GBP000s        GBP000s 
--------------------------------  ---------  -----------------------------  ------------- 
 Assets 
 Non-current assets 
 Property, plant and 
  equipment                          63,308                         62,630         61,786 
 Intangible assets                      138                            150            130 
 Investment in associate                231                              -            271 
 Deferred income tax 
  assets                              6,091                          6,100          6,707 
 Trade and other receivables            210                            141            159 
--------------------------------  ---------  -----------------------------  ------------- 
                                     69,978                         69,021         69,053 
 Current assets 
 Inventories                          1,476                          1,654          1,794 
 Trade and other receivables         27,720                         29,550         26,573 
 Current income tax assets              131                            150             86 
 Cash and cash equivalents            5,692                          6,704          4,345 
                                     35,019                         38,058         32,798 
--------------------------------  ---------  -----------------------------  ------------- 
 Total assets                       104,997                        107,079        101,851 
--------------------------------  ---------  -----------------------------  ------------- 
 Liabilities 
 Non-current liabilities 
 Borrowings and loans                27,659                         24,051         21,662 
 Deferred income tax 
  liabilities                         4,434                          3,041          4,425 
 Provisions for other 
  liabilities and charges               513                            485            432 
--------------------------------  ---------  -----------------------------  ------------- 
                                     32,606                         27,577         26,519 
 Current liabilities 
 Trade and other payables            24,278                         33,875         28,540 
 Current income tax liabilities         492                            594            544 
 Borrowings and loans                 8,027                          6,930          7,448 
 Provisions for other 
  liabilities and charges                11                             41            189 
-------------------------------- 
                                     32,808                         41,440         36,721 
--------------------------------  ---------  -----------------------------  ------------- 
 Total liabilities                   65,414                         69,017         63,240 
--------------------------------  ---------  -----------------------------  ------------- 
 Total assets less total 
  liabilities                        39,583                         38,062         38,611 
--------------------------------  ---------  -----------------------------  ------------- 
 
 Equity 
 Capital and reserves 
  attributable to equity 
  holders of the company 
 Ordinary shares                      2,650                          2,599          2,599 
 Share premium                       23,286                         23,286         23,286 
 Other reserves                         493                          (119)           (27) 
 Retained earnings                   13,154                         12,296         12,753 
--------------------------------  ---------  -----------------------------  ------------- 
 Total equity                        39,583                         38,062         38,611 
--------------------------------  ---------  -----------------------------  ------------- 
 

Unaudited condensed consolidated statement of changes in equity

For the three months and six months ended 31 March 2013

 
                            Share capital         Share premium 
                                  account               account    Other reserves   Retained earnings            Total 
                                  GBP000s               GBP000s           GBP000s             GBP000s          GBP000s 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 
 Balance at 1 
  January 2013                      2,599                23,286              (35)              12,070           37,920 
 Profit for the 
  period                                -                     -                 -               1,795            1,795 
 Other comprehensive 
  income net of tax                     -                     -               528                   -              528 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 Total comprehensive 
  income                                -                     -               528               1,795            2,323 
 
 Transactions with 
 owners in their 
 capacity as owners: 
 External dividends 
  paid                                  -                     -                 -               (778)            (778) 
 LTIP and share 
  options                              51                     -                 -                  67              118 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 Balance at 31 March 
  2013                              2,650                23,286               493              13,154           39,583 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 
 
                            Share capital         Share premium 
                                  account               account    Other reserves   Retained earnings            Total 
                                  GBP000s               GBP000s           GBP000s             GBP000s          GBP000s 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 
 Balance at 1 
  October 2012                      2,599                23,286              (27)              12,753           38,611 
 Profit for the 
  period                                -                     -                 -               1,231            1,231 
 Other comprehensive 
  income net of tax                     -                     -               520                   -              520 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 Total comprehensive 
  income                                -                     -               520               1,231            1,751 
 
 Transactions with 
 owners in their 
 capacity as owners: 
 External dividends 
  paid                                  -                     -                 -             (1,032)          (1,032) 
 LTIP and share 
  options                              51                     -                 -                 202              253 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 Balance at 31 March 
  2013                              2,650                23,286               493              13,154           39,583 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 
 
                            Share capital         Share premium 
                                  account               account    Other reserves   Retained earnings            Total 
                                  GBP000s               GBP000s           GBP000s             GBP000s          GBP000s 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 
 Balance at 1 
  January 2012                      2,599                23,286              (10)              10,567           36,442 
 Profit for the 
  period                                -                     -                 -               1,599            1,599 
 Other comprehensive 
  expense net of tax                    -                     -             (109)                   -            (109) 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 Total comprehensive 
  (expense)/income                      -                     -             (109)               1,599            1,490 
 
 Transactions with 
 owners in their 
 capacity as owners: 
 LTIP and share 
  options                               -                     -                 -                 130              130 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 Balance at 31 March 
  2012                              2,599                23,286             (119)              12,296           38,062 
--------------------  -------------------  --------------------  ----------------  ------------------  --------------- 
 
 
                                      Share             Share 
                                    capital           premium             Other          Retained 
                                    account           account          reserves          earnings     Total 
                                    GBP000s           GBP000s           GBP000s           GBP000s   GBP000s 
-------------------------  ----------------  ----------------  ----------------  ----------------  -------- 
 
 Balance at 1 October 
  2011                                2,599            23,286               116            11,072    37,073 
 Profit for the 
  period                                  -                 -                 -               941       941 
 Other comprehensive 
  expense net of 
  tax                                     -                 -             (235)                 -     (235) 
-------------------------  ----------------  ----------------  ----------------  ----------------  -------- 
 Total comprehensive 
  (expense)/income                        -                 -             (235)               941       706 
 
 Transactions with 
  owners in their 
  capacity as owners: 
 LTIP and share 
  options                                 -                 -                 -               283       283 
-------------------------  ----------------  ----------------  ----------------  ----------------  -------- 
 Balance at 31 March 
  2012                                2,599            23,286             (119)            12,296    38,062 
-------------------------  ----------------  ----------------  ----------------  ----------------  -------- 
 
 
                                      Share             Share 
                                    capital           premium             Other          Retained 
                                    account           account          reserves          earnings     Total 
                                    GBP000s           GBP000s           GBP000s           GBP000s   GBP000s 
-------------------------  ----------------  ----------------  ----------------  ----------------  -------- 
 
 Balance at 1 October 
  2011                                2,599            23,286               116            11,072    37,073 
 Profit for the 
  period                                  -                 -                 -             1,855     1,855 
 Other comprehensive 
  expense net of 
  tax                                     -                 -             (143)                 -     (143) 
-------------------------  ----------------  ----------------  ----------------  ----------------  -------- 
 Total comprehensive 
  (expense)/income                        -                 -             (143)             1,855     1,712 
 
 Transactions with 
  owners in their 
  capacity as owners: 
 External dividends 
  paid                                    -                 -                 -             (761)     (761) 
 LTIP and share 
  options                                 -                 -                 -               587       587 
 Balance at 30 September 
  2012                                2,599            23,286              (27)            12,753    38,611 
-------------------------  ----------------  ----------------  ----------------  ----------------  -------- 
 

Unaudited condensed consolidated cash flow statement

For the three months and six months ended 31 March 2013

 
                                                                                                                                      Year 
                                                         Three months                                    Six months                  ended 
                                                       ended 31 March                                ended 31 March           30 September 
                                         2013                    2012                   2013                   2012                   2012 
                                      GBP000s                 GBP000s                GBP000s                GBP000s                GBP000s 
---------------------  ----------------------  ----------------------  ---------------------  ---------------------  --------------------- 
 
 Cash flows from 
 operating 
 activities 
 Cash generated from 
  operations                            2,481                   6,634                  6,960                  6,952                 19,715 
 Net interest paid                      (394)                   (353)                  (857)                  (722)                (1,517) 
 Income tax paid                         (68)                   (109)                  (137)                  (231)                  (466) 
 Net cash generated 
  from operating 
  activities                            2,019                   6,172                  5,966                  5,999                 17,732 
---------------------  ----------------------  ----------------------  ---------------------  ---------------------  --------------------- 
 
 Cash flows from 
 investing 
 activities 
 Purchases of 
  property, 
  plant and equipment                 (3,937)                 (8,764)               (11,196)               (19,758)               (32,539) 
 Proceeds from sale 
  of property, plant 
  and equipment                           290                     695                  1,331                  1,123                  1,831 
 Proceeds from 
  disposal 
  of investments                            -                      43                      -                    403                    403 
 Net cash used in 
  investing 
  activities                          (3,647)                 (8,026)                (9,865)               (18,232)               (30,305) 
---------------------  ----------------------  ----------------------  ---------------------  ---------------------  --------------------- 
 
 Cash flows from 
 financing 
 activities 
 Proceeds from 
  borrowings                            2,702                   3,803                  9,799                 13,849                 18,128 
 Repayments of 
  borrowings                          (2,317)                   (769)                (4,371)                (2,360)                (8,258) 
 Dividends paid to 
  Company's 
  shareholders                              -                       -                  (254)                      -                  (761) 
                                                                       --------------------- 
 Net cash generated 
  in financing 
  activities                              385                   3,034                  5,174                 11,489                  9,109 
---------------------  ----------------------  ----------------------  ---------------------  ---------------------  --------------------- 
 
 Cash used from 
  discontinued 
  operations                                -                    (54)                   (62)                  (245)                  (247) 
---------------------  ----------------------  ----------------------  ---------------------  ---------------------  --------------------- 
 
 Net 
  (decrease)/increase 
  in cash, cash 
  equivalents 
  and bank overdrafts                 (1,243)                   1,126                  1,213                  (989)                (3,711) 
 Cash, cash 
  equivalents 
  and bank overdrafts 
  at beginning of 
  period                                6,337                   5,359                  4,116                  7,501                  7,501 
 Exchange 
  (losses)/gains 
  on cash and bank 
  overdrafts                              190                      67                   (45)                     40                    326 
 Cash, cash 
  equivalents 
  and bank overdrafts 
  at end of period                      5,284                   6,552                  5,284                  6,552                  4,116 
 
 Bank overdrafts at 
  end of period                           408                     152                    408                    152                    229 
 Cash, cash 
  equivalents 
  at end of period                      5,692                   6,704                  5,692                  6,704                  4,345 
---------------------  ----------------------  ----------------------  ---------------------  ---------------------  --------------------- 
 

Notes to the interim report and accounts

   1.   General information 

Avesco Group plc ('the Company') and its subsidiaries (together 'the Group') is an international media services business. The Group has subsidiaries around the world and sells in the UK, USA, Europe, Asia Pacific and the Middle East.

The Company is a public limited company which is admitted to trading on the AIM Market of the London Stock Exchange and is incorporated and domiciled in the UK. The address of its registered office is Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley, West Sussex, RH10 9NH.

The registered number of the Company is 01788363.

   2.   Status of interim report and accounts 

The interim report and accounts are unaudited but have been reviewed by the auditors, Ernst & Young LLP, and their independent review report is appended to this document. The interim report and accounts, which were approved by the Board of Directors on 13 June 2013, are not full accounts within the meaning of section 434 of the Companies Act 2006.

The figures for the year ended 30 September 2012 have been extracted from the audited annual report and accounts that have been delivered to the Registrar of Companies. The auditors, Ernst & Young LLP, reported on those accounts under section 495 of the Companies Act 2006. Their report was unqualified and did not contain a statement under section 498 of that Act.

   3.   Basis of preparation 

The interim report and accounts have been prepared using the accounting policies to be applied in the annual report and accounts for the year ending 30 September 2013. These are consistent with those included in the previously published annual report and accounts for the year ended 30 September 2012, which have been prepared in accordance with IFRS as adopted by the European Union.

The directors have a reasonable expectation that the Group has adequate resources to continue operating for the foreseeable future, and for this reason they have adopted the going concern basis of preparation in the consolidated quarterly financial statements.

Alternative performance measures

The Group uses alternative non-Generally Accepted Accounting Practice ("non-GAAP") financial measures which are not defined within IFRS. The Directors use these measures in order to assess the underlying operational performance of the Group and as such, these measures are important and should be considered alongside the IFRS measures. The following non-GAAP measures are referred to in these interim report and accounts.

   a)    Trading profit/loss 

'Trading profit/loss' is separately disclosed, being defined as operating profit adjusted to exclude restructuring costs and compensation for loss of office and other non-recurring costs. Other non-recurring costs relate to items which management believe do not accurately reflect the underlying trading performance of the business in the period. Examples of other non-recurring costs are profit/loss on disposal of investments and one off consultancy and legal costs incurred which management believe do not accurately reflect the trading performance of the business. The Directors believe that trading profit/loss is an important measure of the underlying performance of the Group.

   b)    Adjusted earnings per share 

'Adjusted earnings per share' is calculated by dividing the profit for the period excluding restructuring costs and compensation for loss of office, other non-recurring costs and the deferred tax charge/credit by the weighted average number of ordinary shares in issue during the period. The Directors believe that adjusted earnings per share provides an important measure of the underlying performance of the Group.

   c)     Trading EBITDA 

Trading earnings before interest, taxation, depreciation and amortisation ('EBITDA') is separately disclosed, being defined as trading profit/loss adjusted to exclude depreciation and amortisation of software. The Directors believe that trading EBITDA is an important measure of the underlying performance of the Group.

   4.   Segmental information 
 
                                                                                                                           Year 
                                                    Three months                                         Six months    ended 30 
                                                  ended 31 March                                     ended 31 March   September 
                                  2013                      2012                     2013                      2012        2012 
                               GBP000s                   GBP000s                  GBP000s                   GBP000s     GBP000s 
---------------  ---------------------  ------------------------  -----------------------  ------------------------  ---------- 
 
 Revenue 
 Creative 
  Technology                    27,241                    23,661                   46,223                    46,091      96,232 
 Full Service                    4,804                     5,234                    9,623                    10,431      19,988 
 Broadcast                       4,452                     5,849                   11,639                    12,700      29,653 
 Inter Segment 
  revenue                        (764)                     (832)                  (1,607)                   (1,760)     (2,421) 
---------------                                                                            ------------------------  ---------- 
 Group revenue                  35,733                    33,912                   65,878                    67,462     143,452 
---------------  ---------------------  ------------------------  -----------------------  ------------------------  ---------- 
 
 Operating 
 profit 
 Creative 
  Technology                     3,485                     2,524                    3,046                     2,371       4,526 
 Full Service                      114                       341                      442                       632       1,055 
 Broadcast                       (866)                     (729)                    (723)                     (804)       2,293 
 Head Office                       189                     (112)                       22                     (109)       (490) 
---------------                                                                            ------------------------  ---------- 
 Trading profit                  2,922                     2,024                    2,787                     2,090       7,384 
 
 Restructuring 
  costs and 
  compensation 
  for loss of 
  office                          (44)                         -                     (61)                         -     (2,458) 
 Other 
  non-recurring 
  costs                              -                         -                        -                     (350)       (428) 
 Operating 
  profit                         2,878                     2,024                    2,726                     1,740       4,498 
---------------  ---------------------  ------------------------  -----------------------  ------------------------  ---------- 
 
   5.   Trading earnings before interest, taxation, depreciation and amortisation ('EBITDA') 
 
                                                                              Year 
                                  Three months          Six months           ended 
                                ended 31 March      ended 31 March    30 September 
                                2013      2012      2013      2012            2012 
                             GBP000s   GBP000s   GBP000s   GBP000s         GBP000s 
--------------------------  --------  --------  --------  --------  -------------- 
 
 Trading profit                2,922     2,024     2,787     2,090           7,384 
 Depreciation                  4,504     4,832     8,944     9,463          19,645 
 Amortisation of software         24        32        47        67             118 
 Trading EBITDA                7,450     6,888    11,778    11,620          27,147 
--------------------------  --------  --------  --------  --------  -------------- 
 

Trading EBITDA is defined in note 3.

   6.   Taxation 
 
                                                                                                    Year 
                                             Three months                     Six months           ended 
                                           ended 31 March                 ended 31 March    30 September 
                              2013                   2012      2013                 2012            2012 
                           GBP000s                GBP000s   GBP000s              GBP000s         GBP000s 
------------------------  --------  ---------------------  --------  -------------------  -------------- 
 
 Current tax: 
 Current tax on profits 
  for the year                  43                     50        44                  102             358 
 Adjustments in respect 
  of prior periods               -                      -         -                    -            (12) 
------------------------  --------  ---------------------  --------  -------------------  -------------- 
 Total current tax              43                     50        44                  102             346 
 
 Deferred tax                  640                      -       640                    -             762 
------------------------  --------  ---------------------  --------  -------------------  -------------- 
 Income tax expense            683                     50       684                  102           1,108 
------------------------  --------  ---------------------  --------  -------------------  -------------- 
 
   7.   Earnings per share 
 
                                                                                                                                    Year 
                                                      Three months                                      Six months                 ended 
                                                    ended 31 March                                  ended 31 March          30 September 
                                      2013                    2012                    2013                    2012                  2012 
                                   GBP000s                 GBP000s                 GBP000s                 GBP000s               GBP000s 
------------------  ----------------------  ----------------------  ----------------------  ----------------------  -------------------- 
 
 Profit for the 
  financial 
  period                             1,795                   1,599                   1,231                     941                 1,855 
 Restructuring 
  costs 
  and compensation 
  for 
  loss of office                        44                       -                      61                       -                 2,458 
 Other 
  non-recurring 
  costs                                  -                       -                       -                     350                   428 
 Deferred tax 
  charge                               640                       -                     640                       -                   762 
 Trading profit 
  after 
  net finance 
  costs and 
  income tax 
  expense                            2,479                   1,599                   1,932                   1,291                 5,503 
------------------  ----------------------  ----------------------  ----------------------  ----------------------  -------------------- 
 
 
 Weighted average 
 number 
 of shares (net of 
 treasury 
 shares) 
 For basic 
  earnings 
  per share 
  (000's)                           25,776                  25,372                  25,609                  25,372                25,393 
 Effect of 
  dilutive 
  share options 
  (000's)                            1,861                   1,190                   2,028                   1,190                 1,020 
 For diluted 
  earnings 
  per share 
  (000's)                           27,637                  26,562                  27,637                  26,562                26,413 
------------------  ----------------------  ----------------------  ----------------------  ----------------------  -------------------- 
 
 Earnings per 
 share 
 Basic                                7.0p                    6.3p                    4.8p                    3.7p                  7.3p 
 Diluted                              6.5p                    6.0p                    4.5p                    3.5p                  7.0p 
------------------  ----------------------  ----------------------  ----------------------  ----------------------  -------------------- 
 
 Adjusted basic                       9.6p                    6.3p                    7.5p                    5.1p                 21.7p 
 Adjusted diluted                     9.0p                    6.0p                    7.0p                    4.9p                 20.8p 
------------------  ----------------------  ----------------------  ----------------------  ----------------------  -------------------- 
 

Basic earnings per share have been calculated by dividing profit/loss for the period by the weighted average number of ordinary shares in issue during the period.

Diluted earnings per share have been calculated by dividing profit/loss for the period by the weighted average number of ordinary shares in issue during the period, adjusted for any awards under the Company's Long Term Incentive Plan ("LTIP") where pre-specified performance conditions have been satisfied and any required conversion of dilutive potential options.

Adjusted earnings per share have been calculated as per note 3.

   8.   Analysis of net debt 
 
                                                     Other                        At 
                            At                         non       Currency         31 
                     1 January      Cash              cash    translation      March 
                          2013      flow           changes    differences       2013 
                       GBP000s   GBP000s           GBP000s        GBP000s    GBP000s 
-----------------  -----------  --------  ----------------  -------------  --------- 
 
 Cash at bank 
  and in hand            6,586   (1,094)                 -           (200      5,692 
 Bank overdrafts         (249)     (149)                 -           (10)      (408) 
-----------------  -----------  --------  ----------------  -------------  --------- 
 Net cash                6,337   (1,243)                 -            190      5,284 
 
 Bank loans 
  due in more 
  than one year       (17,711)   (1,031)                 -          (358)   (19,100) 
 Hire purchase 
  obligations 
  due in less 
  than one year        (7,731)     1,729           (1,369)          (248)    (7,619) 
 Hire purchase 
  obligations 
  due in more 
  than one year        (8,566)   (1,083)             1,369          (279)    (8,559) 
 Net debt             (27,671)   (1,628)                 -          (695)   (29,994) 
-----------------  -----------  --------  ----------------  -------------  --------- 
 
 
                                                     Other                        At 
                            At                         non       Currency         31 
                     1 October      Cash              cash    translation      March 
                          2012      flow           changes    differences       2013 
                       GBP000s   GBP000s           GBP000s        GBP000s    GBP000s 
-----------------  -----------  --------  ----------------  -------------  --------- 
 
 Cash at bank 
  and in hand            4,345     1,376                 -           (29)      5,692 
 Bank overdrafts         (229)     (163)                 -           (16)      (408) 
-----------------  -----------  --------  ----------------  -------------  --------- 
 Net cash                4,116     1,213                 -           (45)      5,284 
 
 Bank loans 
  due in more 
  than one year       (13,645)   (5,053)                 -          (402)   (19,100) 
 Hire purchase 
  obligations 
  due in less 
  than one year        (7,219)     2,773           (2,907)          (266)    (7,619) 
 Hire purchase 
  obligations 
  due in more 
  than one year        (8,017)   (3,148)             2,907          (301)    (8,559) 
 Net debt             (24,765)   (4,215)                 -        (1,014)   (29,994) 
-----------------  -----------  --------  ----------------  -------------  --------- 
 
 
                                                     Other                        At 
                            At                         non       Currency         31 
                     1 January      Cash              cash    translation      March 
                          2012      flow           changes    differences       2012 
                       GBP000s   GBP000s           GBP000s        GBP000s    GBP000s 
-----------------  -----------  --------  ----------------  -------------  --------- 
 
 Cash at bank 
  and in hand            5,504     1,135                 -             65      6,704 
 Bank overdrafts         (145)       (9)                 -              2      (152) 
-----------------  -----------  --------  ----------------  -------------  --------- 
 Net cash                5,359     1,126                 -             67      6,552 
 
 Bank loans 
  due in more 
  than one year       (17,932)     1,000                 -             79   (16,853) 
 Finance lease 
  obligations 
  due in less 
  than one year        (5,585)      (60)           (1,216)             83    (6,778) 
 Finance lease 
  obligations 
  due in more 
  than one year        (4,512)   (3,974)             1,216             72    (7,198) 
 Net debt             (22,670)   (1,908)                 -            301   (24,277) 
-----------------  -----------  --------  ----------------  -------------  --------- 
 
 
                                                           Other                          At 
                                 At                          non       Currency           31 
                          1 October       Cash              cash    translation        March 
                               2011       flow           changes    differences         2012 
                            GBP000s    GBP000s           GBP000s        GBP000s      GBP000s 
-----------------  ----------------  ---------  ----------------  -------------  ----------- 
 
 Cash at bank 
  and in hand                 7,501      (835)                 -             38        6,704 
 Bank overdrafts                  -      (154)                 -              2        (152) 
-----------------  ----------------  ---------  ----------------  -------------  ----------- 
 Net cash                     7,501      (989)                 -             40        6,552 
 
 Bank loans 
  due in more 
  than one year            (10,020)    (7,000)                 -            167     (16,853) 
 Finance lease 
  obligations 
  due in less 
  than one year             (5,483)        857           (2,219)             67      (6,778) 
 Finance lease 
  obligations 
  due in more 
  than one year             (4,137)    (5,346)             2,219             66      (7,198) 
 Net debt                  (12,139)   (12,478)                 -            340     (24,277) 
-----------------  ----------------  ---------  ----------------  -------------  ----------- 
 
 
                                                           Other                          At 
                                 At                          non       Currency           30 
                          1 October       Cash              cash    translation    September 
                               2011       flow           changes    differences         2012 
                            GBP000s    GBP000s           GBP000s        GBP000s      GBP000s 
-----------------  ----------------  ---------  ----------------  -------------  ----------- 
 
 Cash at bank 
  and in hand                 7,501    (3,484)                 -            328        4,345 
 Bank overdrafts                  -      (227)                 -            (2)        (229) 
-----------------  ----------------  ---------  ----------------  -------------  ----------- 
 Net cash                     7,501    (3,711)                 -            326        4,116 
 
 Bank loans 
  due in more 
  than one year            (10,020)    (4,000)                 -            375     (13,645) 
 Hire purchase 
  obligations 
  due in less 
  than one year             (5,483)      3,549           (5,405)            120      (7,219) 
 Hire purchase 
  obligations 
  due in more 
  than one year             (4,137)    (9,419)             5,405            134      (8,017) 
                                                                                 ----------- 
 Net debt                  (12,139)   (13,581)                 -            955     (24,765) 
-----------------  ----------------  ---------  ----------------  -------------  ----------- 
 
   9.   Interim and final dividends 

A final dividend for the year ended 30 September 2012 of 3.0p per share amounting to a total of GBP778,000 was approved and was paid on 8 April 2013 to shareholders on the register at 6.00pm on 15 March 2013.

An interim dividend for the year ended 30 September 2012 of 1.0p per share amounting to a total of GBP254,000 was approved and was paid on 1 October 2012 to shareholders on the Register at 6.00pm on 14 September 2012.

An interim dividend of 1.0p per share will be paid on 1 October 2013 to shareholders on the Register at 6.00pm on 6 September 2013. The shares will be quoted ex dividend from 4 September 2013.

10. Contingent liabilities and assets

Contingent liabilities

InvestinMedia Holdings Limited ("InvestinMedia"), a subsidiary of the Company, sold its investment in Complete Communications Corporation Limited ("Complete") on 20 December 2006. In connection with the sale, InvestinMedia and other vendors gave certain warranties and indemnities to the buyer, in respect of which the period for notification of claims runs for periods of up to seven years from the date of completion. So far as the Company is aware, no legal claims have been brought against any company in the Complete group that are outstanding and would give rise to liability on the part of InvestinMedia and other vendors under the warranties and indemnities.

Contingent assets

As announced on 4 June 2013 the Group has received its share of the Disney litigation award. Cash received was GBP50.6m although this is reduced by estimated tax liabilities of GBP4.1m and indemnities of GBP1.0m to GBP45.6m. Further provision will be also be made in the accounts for returns to LTIP holders of GBP2.1m and related bonuses of GBP1.0m. No credit has been taken in these accounts to reflect this verdict as the appeal process had not concluded prior to 31 March 2013. The Group has announced plans to distribute a further GBP28.5m (the equivalent of GBP1.10 per share) by way of a B & C Share Scheme subject to shareholder approval.

11. Distribution of interim report and accounts

Copies of this interim report and accounts are available from the Company's web site (www.avesco.com) or from the Company's registered office: Avesco Group plc, Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley,

West Sussex, RH10 9NH. Telephone: +44 (0) 1293 583 400. Fax: +44 (0) 1293 583 410.       E-mail: mail@avesco.com. 

INDEPENDENT REVIEW REPORT TO AVESCO GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the Interim Report and Accounts for the three and six months ended 31 March 2013, which comprises the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity and consolidated cash flow statement and the related explanatory notes that have been reviewed. We have read the other information contained in the Interim Report and Accounts 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The Interim Report and Accounts is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Interim Report and Accounts in accordance with the AIM Rules issued by the London Stock Exchange which require that it is presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts.

As disclosed in note 3, 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 Interim Report and Accounts has been prepared in accordance with the AIM Rules issued by the London Stock Exchange.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Interim Report and Accounts 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 enquiries, 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 Interim Report and Accounts for the three and six months ended 31 March 2013 is not prepared, in all material respects, in accordance with the accounting policies outlined in Note 3, which comply with IFRS's as adopted by the European Union and in accordance with the AIM Rules issued by the London Stock Exchange.

Ernst & Young LLP

Reading

13 June 2013

This information is provided by RNS

The company news service from the London Stock Exchange

END

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