TIDMAVS
RNS Number : 2828W
Avesco Group PLC
23 December 2013
FOR IMMEDIATE RELEASE
AVESCO GROUP plc
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2013
Avesco Group plc ("Avesco" or the "Group") (AIM: AVS), the
international provider of services to the corporate presentation,
entertainment and broadcast markets, announces its preliminary
results for the year ended 30 September 2013.
KEY HIGHLIGHTS
Core Operations
-- Revenue down 14% to GBP124.0m (2012: GBP143.5m)
-- Operating loss of GBP8.4m (2012: profit of GBP4.5m)
-- Trading profit of GBP0.5m (2012: GBP7.4m)*
-- Trading EBITDA of GBP18.6m (2012: GBP27.1m)*
-- Continuing operations loss per share of 41.2p (2012: earnings of 7.3p)
-- Adjusted basic losses per share of 1.8p (2012: earnings of 21.7p)*
-- Total dividend increased by 25% to 5.0p per share (2012: 4.0p)
Other items
-- Successful conclusion of Disney litigation resulted in profit
on discontinued operations of GBP45.7m (2012: nil)
-- Positive impact of the Disney settlement resulted in total
earnings per share of 136.2p (2012: 7.3p)
-- As previously announced the Group is today announcing details
of the proposals to return GBP28.5m (equivalent to GBP1.10/share)
of the Disney settlement to shareholders by way of a B & C
Share Scheme with payment to shareholders being made at the end of
January 2014
-- The Group is also announcing today it has entered into an
agreement (subject to shareholders' approval) to buy-back 7,584,724
Ordinary Shares from Taya Communications Ltd, reducing their
holding to 1.09% of the revised voting rights
* As described in note 9, the Group uses certain non-GAAP
alternative measures to assess underlying operating
performance.
Richard Murray, Chairman, commented:
"We have been fortunate that the receipt from the Disney
litigation has more than compensated for a poor underlying trading
performance during the year and the initial costs relating to the
substantial reorganisation and re-positioning of the Group that
will continue into the new financial year.
As we progress into 2014, the Group anticipates a return to
profitability with the benefits of a reduced cost base and an
expected increase in demand over 2013 for its services, with a
number of major "even year" sporting events being held, including
the Winter Olympics in Russia, the Commonwealth Games in Scotland
and the FIFA World Cup in Brazil.
I am also pleased to have finalised details of the scheme to
return cash to shareholders in connection with the receipt of the
Company's share of the Disney settlement. This had been delayed by
our discussions with Taya to buyback most of their 29.9% holding in
the Company which has ultimately proved successful.
Further details of the proposed Return of Cash and the Share
Buy-Back (which both require shareholders' consent) are contained
in today's separate announcement and will be contained in the
circular to shareholders which the Company expects to publish on
Friday 27 December 2013."
For further information please contact:
Avesco Group plc
Richard Murray, Chairman 01293 583400
John Christmas, Group Finance
Director
finnCap
Julian Blunt/Ed Frisby,
Corporate Finance
Brian Patient/Victoria
Bates, Corporate Broking 020 7220 0500
Avesco Group plc
Results
The Key Performance Indicators used to manage the business
comprise revenue, margin, trading EBITDA, trading profit and net
debt. Margin is the percentage derived by dividing the gross profit
by the revenue. Trading EBITDA and trading profit are Alternative
Performance Measures that better reflect our underlying trading
performance by removing various non trading items from earnings
before interest, taxation, depreciation and amortisation and
operating profit, respectively.
We have been fortunate that the receipt from the Disney
litigation has more than compensated for a poor underlying trading
performance during the year and the initial costs relating to the
substantial reorganisation and re-positioning of the Group that
will continue into the new financial year.
During the 12 months ended 30 September 2013, our total revenue
fell 14% to GBP124.0m (2012: GBP143.5m). A large part of this
decline is attributable to the additional revenues brought by the
Olympic Games and Paralympic Games, which took place in London in
the comparator year of 2012. There was also a drop in underlying
revenue of some 5%, mainly as a result of poor trading in CT
Germany and Presteigne Charter, although this reduction was largely
compensated for by the revenue from the Paris and Frankfurt motor
shows both falling in the same financial year in 2013.
On the cost side, margins for the 12 months ended September 2013
held up at 35% (2012: 35%) despite the decline in revenue and
operating expenses were reduced at the Trading Profit level
reflecting the restructuring in CT Germany and Presteigne
Charter.
Our operating loss was GBP8.4m (2012: GBP4.5m profit) and, after
taking account of net interest costs of GBP1.5m (2012: GBP1.5m),
the loss before income tax on continuing operations was GBP9.9m
(2012: GBP3.0m profit). The profit from discontinued operations,
net of tax (representing the result of the Disney litigation) was
GBP45.7m (2012: nil). The basic earnings per share were 136.2p
(2012: 7.3p), and the diluted earnings per share were 136.2p (2012:
7.0p).
The major non trading items removed from the operating results
this year to calculate the trading profit comprise restructuring
costs and compensation for loss of office of GBP4.8m (2012:
GBP2.5m), payments to LTIP holders and bonuses in connection with
the Disney settlement of GBP3.3m (2012: nil) and various other
non-recurring costs totalling GBP0.7m (2012: GBP0.4m). The total of
these restructuring and other non-recurring costs amounted to
GBP8.9m (2012: GBP2.9m), or GBP5.6m excluding the Disney related
payments.
The trading profit, excluding these items, was GBP0.5m (2012:
GBP7.4m). Trading EBITDA was GBP18.6m (2012: GBP27.1m). The trading
profit less interest and current tax was a loss of GBP0.5m (2012:
GBP5.5m profit) and on this basis the adjusted basic loss per share
was 1.8p (2012: earnings per share of 21.7p).
Creative Technology (CT)
Creative Technology saw revenues reduce to GBP87.3m (2012:
GBP95.5m) and trading profit fall to GBP1.9m (2012: GBP4.5m). CTUS
performed extremely well, growing revenue by 7%, with the decline
in turnover coming from CT's European business. The absence in 2013
of any event on the scale of the London 2012 Olympics was the major
factor. The balance of the shortfall was mainly attributable to
staff departures suffered at our CT Germany business in December
2012, when the entire fee earning team of CT Germany's TV and film
division left to set up their own business. Over the ensuing months
we engaged in a substantial staff and equipment rationalisation
plan (including the departure of the local managing director)
resulting in restructuring costs in CT Germany of GBP0.6m.
Unfortunately we have been unsuccessful in our attempts to replace
the revenue lost in the TV and film sector and we expect to incur
more restructuring costs in the current year as we retrench
further.
Creative Technology Asia Pacific ("CTAP"), the business we set
up in China five years ago, had a significantly improved
performance over last year but failed to reach its break even
target. With the reopening of our Singapore operation in October,
we are hopeful that CTAP will prove to be both profitable and a
significant asset to our other larger CT operations seeking to
service their clients in the region.
Full Service
Our Full Service businesses were also affected by the absence of
an event on the scale of the London 2012 Olympics with a reduced
trading profit of GBP0.5m (2012: GBP1.1m) on revenues of GBP17.8m
(2012: GBP19.4m). UK based MCL, the division's largest business,
and Action, our Spanish business saw underlying revenue growth of
5% (i.e. excluding Olympic related revenues) and both had a
profitable year, but JVR in Holland suffered in difficult local
market conditions and made a small loss.
Broadcast Services
The absence of the London 2012 Olympics was most keenly felt in
our Broadcast Services division where revenue dropped significantly
to GBP18.9m (2012: GBP28.6m) resulting in a trading loss of GBP2.0m
(2012: GBP2.3m profit). Of the two businesses that make up this
division, a very quiet summer at Fountain Studios nevertheless saw
modest profits produced. However, a much slimmed down projects
division within Presteigne Charter was unable to generate a return,
resulting in substantial trading losses. The Board therefore
decided to de-risk Presteigne Charter by exiting the projects
business completely and reverting to the company's dry hire roots.
During 2012/13, we closed Presteigne Charter's projects-orientated
Singapore office, we began a process to merge some of Presteigne
Charter's UK's back office functions with those of CT London and we
started to integrate more fully Presteigne Charter's German
operations with those of CT Germany as we continue to reduce fixed
costs to a level that can support profitable businesses. These
decisions resulted in restructuring charges of GBP3.7m during the
year, relating to staff losses and the impairment of the remaining
projects related equipment.
Dividend
As indicated in the Group's Interim Report in June we were able
to pay an interim dividend at the half year of 1.0p per share
(2012: 1.0p), which was paid in October 2013. The Board is now
pleased to announce that it proposes to increase the final dividend
by a third to 4.0p per share, making a total dividend of 5.0p per
share for the year (2012: 4.0p), reflecting our confidence in the
longer term prospects for the Group.
The proposed dividend is expected to be paid on 7 April 2014 to
shareholders on the register at the close of business on 14
March2014.
Proposed Return of Cash
The Company is today separately announcing full details of the
proposed return of cash in connection with the receipt of the
Company's share of the Disney settlement.
As shareholders may be aware from previous announcements by the
Company, in December 2006 the Group sold its interest in Complete
Communications Corporation Limited (the "Disposal"). Under the
terms of the sale and purchase agreement relating to the Disposal,
the Group retained the right to receive certain further deferred
consideration arising from the outcome of litigation in the US
brought by Celador against the Walt Disney Company and others
("Disney") over the US profits from the TV show 'Who Wants To Be A
Millionaire?'.
In July 2010 Celador was awarded $319m in damages and pre
judgement interest. Disney appealed the decision and their appeal
was rejected on 3 December 2012. On 31 December 2012, Disney filed
a petition to seek leave for a rehearing of the appeal by the
United States Ninth Circuit Court of Appeals en banc. Subsequently
the Ninth Circuit Court of Appeals issued its order returning the
case to the trial court, an act which had the legal effect of
making the judgement collectible by Celador. The Group finally
received its share of the award on 4 June 2013.
The Group received GBP50.6m in cash and has given indemnities of
GBP1.0m, incurred additional professional costs of GBP0.1m,
estimated related tax liabilities of GBP4.1m and released
professional fee accruals of GBP0.2m resulting in an after tax
profit on discontinued operations of GBP45.7m. The net cash
receipt, after related bonuses of GBP1.2m was GBP44.5m (the "Net
Receipt').
As more particularly set out in today's separate announcement,
the Group is proposing, subject to shareholder approval,to return
GBP28.5m of these funds to shareholders by way of a B & C Share
Scheme (the "Return of Cash" or "Scheme"). The Return of Cash will
provide for a payment to shareholders, to be made at the end of
January 2014, equivalent to GBP1.10 for each ordinary share
(GBP28.5m in total), either as a return of capital or by way of an
income dividend, and for our LTIP holders to receive an equivalent
amount per LTIP share as a cash bonus (amounting in total to
GBP2.1m) in February 2014. Payments to LTIP holders and bonuses
were accrued for during the year and have been excluded from
Trading Profit, as defined in note 9.
Further details on the proposed Return of Cash are contained in
today's announcement and full details on the Scheme, together with
a timetable to completion, will be contained in a circular to
shareholders which the Company expects to publish on Friday 27
December 2013.
Proposed buy-back of shares from Taya
The Company is also today separately announcing the terms of a
share buy-back between the Company and its largest shareholder,
Taya Communications Ltd ("Taya") (the "Share Buy-Back").
Shareholders will be aware that Taya is the beneficial owner of
29.9% of the Company's issued share capital (excluding shares held
in treasury) and has two representatives on the Board, Mr Amiram
Giniger and Ms Carmit Hoomash. During the autumn, discussions have
taken place between Taya and the Board concerning the possible
disposal by Taya of its shareholding in the Company. Having
discussed possible alternative transactions, simultaneous with the
release of the Preliminary Results, the Company and Taya have
entered into a buy-back agreement (the "Buy-Back Agreement")
pursuant to which, and subject to shareholders' approval, the
Company will buy back from Taya 7,584,724 ordinary shares of the
Company (out of Taya's total holding of 7,784,878 ordinary shares)
(the "Buy-Back Shares") at a price of 124p per ordinary share. This
will leave Taya holding a balance of 200,154 Ordinary Shares,
representing 1.09% of the total voting rights of the Company (as
reduced by the cancellation or transfer to treasury of the Buy-back
Shares). The price payable for the Buy-back Shares represents a
five per cent. premium over the average closing mid-market price
per Ordinary Share for the forty-five business day period ending on
17 December 2013, being the latest practicable date prior to the
date of the release of the Company's Preliminary Results, less the
amount of 110 pence (being the cash entitlement payable per
Buy-back Share under the Return of Cash).
If the Share Buy-Back is approved by shareholders at the general
meeting to be held on 22 January 2014, Mr Giniger and Ms Hoomash
will resign from the Board immediately and, in addition, each of
Taya and Mr Giniger have undertaken for a period of 30 months from
completion of the Buy-Back Agreement not directly or indirectly to
acquire any additional interest in the Company's securities or to
make or cause to be made an offer for the Company's securities (the
Standstill Agreement). The undertakings in this Standstill
Agreement are subject to certain limited exceptions in the event
that a third party makes a firm offer to acquire over 50% of the
total voting rights or the Company provides its consent. The Board
would like to thank Amiram Giniger and Carmit Hoomash for their
contribution to the Group over the 3 years or so of Taya's
involvement.
Provided both the B & C Share Scheme and the Share Buy-Back
are approved by shareholders and in order to spread the impact of
the payments, the Chairman has agreed to defer GBP3.4m of his
entitlement under the Return of Cash (on an unsecured basis) until
no later than 30 June 2014 and a further GBP2.0m of his entitlement
(also on an unsecured basis) until no later than 30 September 2014.
After all the payments have been made for the Return of Cash and
the Buy-Back Agreement (including any deferred amounts)
approximately GBP4m of the Net Receipt will remain in the Group.
See note 7 for the pro-forma impact of these transactions on the
balance sheet as at September 2013.
Further details of the Share Buy-Back are contained in today's
announcement and will be contained in the circular to shareholders
in connection with the Return of Cash and the Share Buy-Back which
the Company expects to publish on Friday 27 December 2013.
Current Trading and Outlook
The first quarter of the current financial year has started in
line with the Board's expectations. As we look further into 2014,
the Group anticipates a return to profitability with the benefits
of a reduced cost base and an expected increase in demand over 2013
for its services, with a number of major "even year" sporting
events being held, including the Winter Olympics in Russia, the
Commonwealth Games in Scotland and the FIFA World Cup in Brazil. We
are in the process of restructuring our loss making businesses in
Europe, which will be costly in the short term, but which should
result in a stronger and more predictable business going forward.
Throughout this period, the Board remains committed to its strategy
of cash generation and dividend growth.
Richard Murray
23 December 2013
Avesco Group plc
Consolidated Income Statement
For the year ended 30 September 2013
Year ended 30
September
2013 2012
Note GBP000s GBP000s
--------------------------------- ----- ----------- -----------
Revenue 1 124,033 143,452
Cost of sales (80,408) (93,246)
--------------------------------- ----- ----------- -----------
Gross profit 43,625 50,206
Operating expenses and
income (51,947) (45,979)
Share of associate's
(loss)/profit (28) 271
--------------------------------- ----- ----------- -----------
Operating (loss)/profit 1 (8,350) 4,498
Finance income 3 51
Finance costs (1,532) (1,586)
--------------------------------- ----- ----------- -----------
(Loss)/profit before
income tax (9,879) 2,963
Income tax expense 3 (744) (1,108)
--------------------------------- -----
(Loss)/profit from continuing
operations (10,623) 1,855
Profit on discontinued
operation, net of tax 45,729 -
Profit for the financial
year 35,106 1,855
--------------------------------- ----- ----------- -----------
Pence Pence
per share per share
Earnings per share attributable
to the equity holders
of the company (note
4)
- basic 136.2p 7.3p
- diluted 136.2p 7.0p
(Losses)/earnings per
share for profit attributable
to the equity holders
of the company from continuing
operations (note 4)
- basic (41.2)p 7.3p
- diluted (41.2)p 7.0p
Avesco Group plc
Alternative Performance Measures (non-GAAP)
For the year ended 30 September 2013
Year ended 30
September
2013 2012
GBP000s GBP000s
-------------------------------- ----------- -----------
Operating (loss)/profit (8,350) 4,498
Adjusted to exclude:
Restructuring costs and
compensation for loss of
office 4,845 2,458
Payments to LTIP holders
and bonuses in connection
with the Disney settlement 3,298 -
Other non-recurring costs 718 428
Trading profit 511 7,384
Net finance costs (1,529) (1,535)
Trading (loss)/profit after
net finance costs (1,018) 5,849
-------------------------------- ----------- -----------
Current tax credit/(charge)
(note 3) 566 (346)
Trading (loss)/profit after
net finance costs and current
tax expense (452) 5,503
-------------------------------- ----------- -----------
Trading EBITDA (note 2) 18,561 27,147
-------------------------------- ----------- -----------
Adjusted (losses)/earnings Pence Pence
per share (note 4) per share per share
-------------------------------- ----------- -----------
- basic (1.8)p 21.7p
- diluted (1.8)p 20.8p
Refer to note 9 for a full description of the alternative
performance measures adopted by the Group.
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2013
Year ended 30
September
2013 2012
GBP000s GBP000s
--------------------------------------- -------- --------
Profit for the financial
year 35,106 1,855
Other comprehensive income/(expense):
Currency translation
differences 72 (143)
--------------------------------------- -------- --------
Total comprehensive income
for the year 35,178 1,712
--------------------------------------- -------- --------
Avesco Group plc
Consolidated balance sheet
As at 30 September 2013
As at 30 September
2013 2012
GBP000s GBP000s
----------------------------------- ------------- ---------------------------------
Assets
Non-current assets
Property, plant and equipment 55,822 61,786
Intangible assets 311 130
Investment in associate 143 271
Deferred income tax assets 5,219 6,707
Trade and other receivables 141 159
----------------------------------- ------------- ---------------------------------
61,636 69,053
Current assets
Inventories 1,353 1,794
Trade and other receivables 23,114 26,573
Current income tax assets 13 86
Cash at bank and on hand 43,699 4,345
68,179 32,798
----------------------------------- ------------- ---------------------------------
Total assets 129,815 101,851
----------------------------------- ------------- ---------------------------------
Liabilities
Non-current liabilities
Borrowings and loans 13,467 21,662
Deferred income tax liabilities 4,247 4,425
Provisions for other liabilities
and charges 295 432
----------------------------------- ------------- ---------------------------------
18,009 26,519
Current liabilities
Trade and other payables 27,241 28,540
Current income tax liabilities 2,879 544
Borrowings and loans 7,895 7,448
Provisions for other liabilities
and charges 592 189
----------------------------------- ------------- ---------------------------------
38,607 36,721
----------------------------------- ------------- ---------------------------------
Total liabilities 56,616 63,240
----------------------------------- ------------- ---------------------------------
Total assets less total
liabilities 73,199 38,611
----------------------------------- ------------- ---------------------------------
Equity
Capital and reserves attributable
to equity holders of the
company
Ordinary shares 2,649 2,599
Share premium 23,286 23,286
Translation reserve 45 (27)
Retained earnings 47,219 12,753
----------------------------------- ------------- ---------------------------------
Total equity 73,199 38,611
----------------------------------- ------------- ---------------------------------
Avesco Group plc
Consolidated Statement of Changes in Equity
For the year ended 30 September 2013
Share Share
capital premium Translation Retained
account account reserves 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 - - - 35,106 35,106
Other comprehensive
income, net of tax - - 72 - 72
------------------------- ----------------- ---------------- ---------------- ---------------- --------
Total comprehensive
income for the period - - 72 35,106 35,178
Transactions with owners
in their capacity as
owners:
External dividends
paid - - - (1,032) (1,032)
LTIP and share options 50 - - 392 442
Balance at 30 September
2013 2,649 23,286 45 47,219 73,199
------------------------- ----------------- ---------------- ---------------- ---------------- --------
Share Share
capital premium Translation 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
for the period - - (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
------------------------- ----------------- ---------------- ---------------- ---------------- --------
Avesco Group plc
Consolidated cash flow statement
For the year ended 30 September 2013
Year ended 30
September
2013 2012
GBP000s GBP000s
-------------------------------- -------------------- --------------------
Cash flows from operating
activities
Cash generated from operations 66,574 19,715
Income tax paid (1,157) (466)
Net cash generated from
operating activities 65,417 19,249
-------------------------------- -------------------- --------------------
Cash flows from investing
activities
Purchases of property,
plant and equipment and
software (16,061) (32,539)
Proceeds from sale of
property, plant and equipment 637 1,831
Proceeds from disposal
of investments - 403
Dividends from associate 100 -
Net cash used in investing
activities (15,324) (30,305)
-------------------------------- -------------------- --------------------
Cash flows from financing
activities
Net interest paid (1,604) (1,517)
Proceeds from external
borrowings 13,909 18,128
Repayments of external
borrowings (22,162) (8,258)
Dividends paid to Company's
shareholders (1,032) (761)
Net cash (used in)/generated
from financing activities (10,889) 7,592
-------------------------------- -------------------- --------------------
Cash used in discontinued
operations - (247)
-------------------------------- -------------------- --------------------
Net increase/(decrease)
in cash and cash equivalents 39,204 (3,711)
Cash, cash equivalents
and bank overdrafts at
beginning of year 4,116 7,501
Exchange (losses)/gains
on cash and bank overdrafts (213) 326
Cash and cash equivalents
at end of year 43,107 4,116
-------------------------------- -------------------- --------------------
Avesco Group plc
Notes to the preliminary announcement
For the year ended 30 September 2013
1. Segmental information
Management has determined the operating segments based on the
reports reviewed by the Board of Directors that are used to make
strategic decisions.
The Board of Directors categorises Group companies based on the
services they provide and as a result the business is split into
four segments. These correspond to three operating segments
(Creative Technology, Full Service and Broadcast Services) which
together provide the Group's principal activity of services to the
corporate presentation, entertainment and broadcast markets. In
addition, the Group recognises a further segment, Head Office,
which provides administrative support to the rest of the Group.
Creative Technology provides specialist AV services and
equipment to the live events, broadcast and entertainment markets.
The Full Service segment consists of companies which provide full
technical support for conferences, sports, music, corporate and
television programmes. Finally, the Broadcast Services segment
provides broadcast equipment, systems and services to the broadcast
industry.
The Board of Directors assesses performance of the operating
segments based on trading profit (see note 9). As segmental
performance does not therefore include finance costs and tax, such
items are not allocated to segments.
The segmental results for the year ended 30 September 2013 are
as follows:
Creative Full Broadcast Head
Technology Service Services Office Group
GBP000s GBP000s GBP000s GBP000s GBP000s
------------------------- ------------ ------------------- ---------- ------------------- ---------
Total segment revenue 87,573 18,149 19,336 - 125,058
Inter segment revenue (249) (355) (421) - (1,025)
-------------------
Revenue 87,324 17,794 18,915 - 124,033
------------------------- ------------ ------------------- ---------- ------------------- ---------
Trading EBITDA* 14,057 1,544 2,895 65 18,561
Less depreciation (12,053) (1,003) (4,875) (13) (17,944)
Less amortisation (74) (12) (20) - (106)
------------------------- ------------ ------------------- ---------- ------------------- ---------
Trading profit/(loss) 1,930 529 (2,000) 52 511
Restructuring costs
and compensation
for loss of office (901) (86) (3,820) (38) (4,845)
Payments to LTIP
holders and bonuses
in connection with
the Disney settlement (1,401) (380) (272) (1,245) (3,298)
Other non-recurring
(costs)/credits (868) - 150 - (718)
------------------------- ------------ ------------------- ---------- ------------------- ---------
Operating (loss)/profit (1,240) 63 (5,942) (1,231) (8,350)
Net finance costs (1,529)
Loss before income
tax (9,879)
Income tax expense (744)
------------------------- ------------ ------------------- ---------- -------------------
Loss for the financial
year from continuing
operations (10,623)
------------------------- ------------ ------------------- ---------- ------------------- ---------
*Trading EBITDA includes profit on sale of property, plant and
equipment of GBP405,000 for Creative Technology, GBP51,000 for Full
Service and GBP322,000 for Broadcast Services.
The segmental results for the year ended 30 September 2012 are
as follows:
Creative Full Broadcast Head
Technology Service Services Office Group
GBP000s GBP000s GBP000s GBP000s GBP000s
-------------------------- ------------------ ------------------- ----------------- ------------------- ---------
Total segment revenue 96,232 19,988 29,653 - 145,873
Inter segment revenue (753) (601) (1,067) - (2,421)
-------------------
Revenue 95,479 19,387 28,586 - 143,452
-------------------------- ------------------ ------------------- ----------------- ------------------- ---------
Trading EBITDA* 17,512 1,874 8,238 (477) 27,147
Less depreciation (12,932) (787) (5,914) (12) (19,645)
Less amortisation (54) (32) (31) (1) (118)
-------------------------- ------------------ ------------------- ----------------- ------------------- ---------
Trading profit/(loss) 4,526 1,055 2,293 (490) 7,384
Restructuring costs (298) (103) (1,194) (863) (2,458)
Other non-recurring
costs 7 - 10 (445) (428)
-------------------------- ------------------ ------------------- ----------------- ------------------- ---------
Operating profit/(loss) 4,235 952 1,109 (1,798) 4,498
Net finance costs (1,535)
Profit before income
tax 2,963
Income tax expense (1,108)
-------------------------- ------------------ ------------------- ----------------- -------------------
Profit for the financial
year from continuing
operations 1,855
-------------------------- ------------------ ------------------- ----------------- ------------------- ---------
* Trading EBITDA includes profit on sale of property, plant and
equipment of GBP859,000 for Creative Technology, GBP21,000 for Full
Service and GBP422,000 for Broadcast Services.
Inter-segment transactions are entered into under the normal
commercial terms and conditions that would be available to
unrelated third parties.
No single customer contributed revenues of greater than 5% of
the Group's total revenue for 2013 or 2012.
The segmental assets and liabilities at 30 September 2013,
external net debt at 30 September 2013 and capital expenditure cash
flows for the year then ended are shown below.
Creative Full Broadcast Head
Technology Service Services Office Unallocated Group
GBP000s GBP000s GBP000s GBP000s GBP000s GBP000s
--------------------- ------------ --------- ---------- --------- ------------------ ---------
Total assets 60,346 8,499 31,658 24,080 5,232 129,815
Non-current
assets 34,536 2,906 18,821 13 5,219 61,495
Total liabilities 26,323 3,645 7,392 12,130 7,126 56,616
Capital expenditure 11,609 1,510 2,942 - - 16,061
External net
debt/(cash) 2,019 (1,476) (3,136) (19,744) - (22,337)
--------------------- ------------ --------- ---------- --------- ------------------ ---------
Unallocated items relate to deferred tax and income tax.
Non-current assets above does not agree to the balance sheet as it
excludes non-current receivables.
The segmental assets and liabilities at 30 September 2012,
external net debt at 30 September 2012 and capital expenditure cash
flows for the year then ended are shown below.
Creative Full Broadcast Head
Technology Service Services Office Unallocated Group
GBP000s GBP000s GBP000s GBP000s GBP000s GBP000s
--------------------- ------------ --------- ---------- --------- ------------------ --------
Total assets 62,127 8,456 34,662 (10,187) 6,793 101,851
Non-current
assets 36,154 2,561 23,453 19 6,707 68,894
Total liabilities 29,081 3,805 10,081 15,304 4,969 63,240
Capital expenditure 26,069 1,629 4,840 1 - 32,539
External net
debt/(cash) 5,371 (1,968) 613 20,749 - 24,765
--------------------- ------------ --------- ---------- --------- ------------------ --------
Total assets in the 'Head Office' segment are shown as a credit
balance primarily as a result of the offset arrangement the Group
has with HSBC Bank plc. This is structured in such a way that every
company in the pool is jointly and individually liable for the
overdraft and, therefore, in practice the net position is
applicable.
The Group's main business segments operate in four main
geographical areas. Details of the segmental allocation of revenue
can be found below.
2013 2012
GBP000s GBP000s
-------------------------- -------- --------
United Kingdom 39,748 50,462
Mainland Europe 23,050 28,721
United States of America 46,444 43,705
Rest of the World 14,791 20,564
124,033 143,452
-------------------------- -------- --------
2. Trading earnings before interest, taxation, depreciation and amortisation ('Trading EBITDA')
2013 2012
GBP000s GBP000s
-------------------------- -------- --------
Trading profit 511 7,384
Depreciation 17,944 19,645
Amortisation of software 106 118
Trading EBITDA 18,561 27,147
-------------------------- -------- --------
Trading EBITDA is defined in note 9.
3. Income tax expense
2013 2012
GBP000s GBP000s
--------------------------- -------- --------
Current tax
Current tax on profits
for the year (479) 358
Adjustments in respect
of prior years (87) (12)
--------------------------- -------- --------
Total current tax (566) 346
Deferred tax
Origination and reversal
of temporary differences 1,046 515
Impact of change in the
UK tax rate 264 247
--------------------------- -------- --------
Total deferred tax 1,310 762
Income tax charge 744 1,108
--------------------------- -------- --------
4. Earnings/(losses) per share
2013 2012
GBP000s GBP000s
-------------------------------------- ------------------ ----------------------------
Profit for the financial
year 35,106 1,855
Profit on discontinued operation,
net of tax (45,729) -
-------------------------------------- ------------------ ----------------------------
(Loss)/profit from continuing
operations (10,623) 1,855
Restructuring costs and compensation
for loss of office 4,845 2,458
Payments to LTIP holders
and bonuses in connection
with the Disney settlement 3,298 -
Other non-recurring costs 718 428
Deferred tax charge 1,310 762
Trading profit after net
finance costs and current
tax expense (452) 5,503
-------------------------------------- ------------------ ----------------------------
Weighted average number of
shares (net of treasury shares)
For basic earnings per share
(000's) 25,781 25,393
Effect of dilutive share
options (000's) 1,782 1,020
----------------------------
For diluted earnings per
share (000's) 27,563 26,413
-------------------------------------- ------------------ ----------------------------
Earnings/(losses) per share
Basic 136.2p 7.3p
Diluted 136.2p 7.0p
-------------------------------------- ------------------ ----------------------------
Continuing operations basic (41.2)p 7.3p
Continuing operations diluted (41.2)p 7.0p
-------------------------------------- ------------------ ----------------------------
Adjusted basic (1.8)p 21.7p
Adjusted diluted (1.8)p 20.8p
-------------------------------------- ------------------ ----------------------------
Discontinued operations basic 177.4p 0.0p
Discontinued operations diluted 177.4p 0.0p
-------------------------------------- ------------------ ----------------------------
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
9.
5. Dividends
An interim dividend for the year ended 30 September 2013 of 1.0p
per share amounting to a total of GBP259,000 was approved and was
paid on 1 October 2013 to shareholders on the Register at 6.00pm on
4 September 2013.
A final dividend for the year ended 30 September 2013 of 4p per
share has been proposed and, subject to shareholders' approval,
will be paid on 7 April 2014 to shareholders on the register at the
close of business on 14 March 2014.
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.
6. Analysis of net debt
Other At
At Net non Currency 30
1 October cash cash translation September
2012 flow changes differences 2013
GBP000s GBP000s GBP000s GBP000s GBP000s
----------------- ---------------- --------- ---------------- ------------- -----------
Cash at bank
and in hand 4,345 39,572 - (218) 43,699
Bank overdrafts (229) (368) - 5 (592)
----------------- ---------------- --------- ---------------- ------------- -----------
Net cash 4,116 39,204 - (213) 43,107
Bank loans due
in more than
one year (13,645) 6,247 - (21) (7,419)
HP obligations
due in less
than one year (7,219) 6,359 (6,377) (66) (7,303)
HP obligations
due in more
than one year (8,017) (4,353) 6,377 (55) (6,048)
Net (debt)/cash (24,765) 47,457 - (355) 22,337
----------------- ---------------- --------- ---------------- ------------- -----------
Other At
At Net 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)
HP obligations
due in less
than one year (5,483) 3,549 (5,405) 120 (7,219)
HP obligations
due in more
than one year (4,137) (9,419) 5,405 134 (8,017)
Net (debt)/cash (12,139) (13,581) - 955 (24,765)
----------------- ---------------- --------- ---------------- ------------- -----------
Other non cash changes relate
to the passage of time.
7. Post balance sheet events
Following the year end and subject to shareholder approval, the
Group is proposing to return GBP28.5m of the net cash receipt from
the Disney litigation funds to shareholders by way of a B & C
Share Scheme (the "Return of Cash" or "Scheme"). The Return of Cash
will provide for a payment to shareholders, to be made in or about
the end of January 2014, equivalent to GBP1.10 for each ordinary
share (GBP28.5m in total), either as a return of capital or by way
of an income dividend.
The Company and Taya Communications Ltd ("Taya") entered into a
Buy-back Agreement on 23 December 2013 pursuant to which and
subject to shareholders' approval, the Company bought back from
Taya 7,584,724 Ordinary Shares of the Company, out of Taya's total
holding of 7,784,878 Ordinary Shares, at a price of 124p per
ordinary share on 23 December 2013, leaving Taya holding a balance
of 200,154 ordinary shares, representing 1.09% of the total voting
rights of the Company as reduced by the cancellation or transfer to
treasury of the Buy-back Shares. The price payable for the Buy-back
Shares represented a five percent premium over the average closing
mid-market price per ordinary share for the forty-five business day
period ending on 17 December 2013, being the latest practicable
date prior to the date of the release of the Company's Preliminary
Results, less the amount of 110 pence (being the cash entitlement
payable per Buy-back Share under the Return of Cash).
The impact of these transactions on the consolidated balance
sheet as at 30 September 2013 is set out below:
Year
Ended Impact Proforma
30 of after Impact
September return Return of Final
2013 of cash* of Cash Buy-back** proforma
GBP000s GBP000s GBP000s GBP000s GBP000s
------------------------- ----------- ---------- --------- ------------ ----------
Non Current Assets 61,636 - 61,636 - 61,636
Current Assets 24,480 - 24,480 - 24,480
Current Liabilities (30,712) 2,052 (28,660) - (28,660)
Non Current Liabilities (4,542) - (4,542) - (4,542)
Net Debt 22,337 (30,599) (8,262) (9,850) (18,112)
------------------------- ----------- ---------- ------------
Net Assets/Equity 73,199 (28,547) 44,652 (9,850) 34,802
------------------------- ----------- ---------- --------- ------------ ----------
*the 30 September 2013 balance sheet has been
adjusted for the final financial effects of
the B/C share scheme.
**the 30 September 2013 balance sheet has
been adjusted for the final financial effects
of the share Buy-back.
8. Status of preliminary announcement
The financial information set out in this announcement for the
year ended 30 September 2013 does not constitute the Group's
statutory accounts as defined by s435 of the Companies Act but has
been extracted from the 2013 statutory accounts on which an
unqualified audit report has been made by the auditors, and which
did not contain an emphasis of matter paragraph nor a statement
under section 498(2) or (3) of the Companies Act 2006.
Statutory Accounts for the year ended 30 September 2012 have
been delivered to the Registrar of Companies and the auditors'
report on these accounts was unqualified and did not contain a
statement under either Section 498(2) or (3) of the Companies Act
2006.
9. Basis of preparation
The preliminary results for the year ended 30 September 2013
have been prepared in accordance with the accounting policies set
out in the annual report and accounts for the year ended 30
September 2012.
For the purposes of this preliminary announcement and the annual
report and accounts, 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 the preliminary announcement:
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, payments to LTIP holders and
bonuses in connection with the Disney settlement, 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 one off costs and charges 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,payments to LTIP holders and
bonuses in connection with the Disney settlement, 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 ('Trading EBITDA') is separately disclosed in note 2,
being defined as trading profit/loss adjusted to exclude
depreciation and amortisation of software. Trading EBITDA includes
profits on disposal of property, plant and equipment. The Directors
believe that trading EBITDA is an important measure of the
underlying performance of the Group.
10. Annual general meeting
The Annual General Meeting of the Company will be held at 10am
on 6 March 2014 at Unit E2, Sussex Manor Business Park, Gatwick
Road, Crawley, West Sussex, RH10 9NH.
11. Annual report and accounts
Copies of the full Statutory Accounts will be dispatched to
shareholders in due course. Copies will also be available on the
Company's website (www.avesco.com) and from the registered office
of the Company: Unit E2, Sussex Manor Business Park, Gatwick Road,
Crawley, West Sussex, RH10 9NH.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR QXLFLXLFEFBV
Avesco (LSE:AVS)
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Avesco (LSE:AVS)
過去 株価チャート
から 1 2024 まで 1 2025
