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Company First Artist Corporation PLC
TIDM FAN
Headline Interim Results to 28 February 2009
Released 07:00 22-May-2009
Number 6892S07

RNS Number : 6892S
First Artist Corporation PLC
22 May 2009
 

FIRST ARTIST CORPORATION PLC


("First Artist" or "the Company")


Interim results for the six months ended 28 February 2009



First Artist Corporation plc (AIM:FAN), the media, events and entertainment management group, today announces its interim results for the six months ended 28 February 2009.


Highlights from the last six month period include:



* Includes SpotCo's results from acquisition in October 2008


Key operating highlights:




Jon Smith, Chief Executive of First Artist, commented:


This has been a challenging start to the financial year, and with the country now firmly in recession we remain in uncertain times. We have focused closely on the integration of SpotCo, whose performance has exceeded expectations, and have continued our drive for greater efficiencies and cost controls, taking decisive action where necessary.  



First Artist Corporation plc

Jon Smith, Chief Executive

Julianne Coutts, Director & Company Secretary


tel: 020 7993 0000

www.firstartist.com


Daniel Stewart & Company plc, Nominated Adviser and Broker

Stewart Dick/Graham Webster


tel: 020 7776 6550

www.danielstewart.co.uk 

      


  

Notes to Editors:

First Artist Corporation plc was admitted to AIM in 2002.


First Artist's group companies are among the leading brands in their fields under the following categories: 


Media - entertainment advertising, marketing, design, promotions, digital media, merchandising, signage and front of house displays for the West End, Broadway and Las Vegas via the Dewynters, SpotCo and Newman Displays brands. Sponsorship rights marketing through First Rights Limited.


Events - offers a broad range of events such as conferences, company activity days, parties, venue finding, delegate management and client events for private and public sector clients through The Finishing Touch.


Entertainment/Sport - representation of media personalities and football players/clubs across the UK, Europe and the US by First Artist Management, First Artist Sport, Promosport and First Artist Scandinavia, together with wealth management through the Independent Financial Advisory firm, Optimal Wealth Management.



CHAIRMAN'S STATEMENT


I am pleased to present our results for the six months ended 28 February 2009, the first set of results the Group has announced since I became Chairman.  


The Group has traded in line with management expectations and the results include the very positive contribution made by SpotCo, the US-based live entertainment advertising agency which we acquired in October 2008.


In common with the majority of UK companies, the recession has set us many challenges, to which the Group has responded positively and decisively.  Paramount to our strategy in the current financial period has been the further improvement of cash collection, and the continued interrogation of our business model and scrutiny of our cost base. Restructuring and rationalisation have taken place where appropriate in a drive to ensure that our operational gearing is correct.


The acquisition of SpotCo has redefined the Group, putting the media business at its very heart and signposting its future focus. Considerable time has been spent by the management team to ensure a full understanding of SpotCo's unique offering and to achieve its successful integration into the Group. The acquisition gives First Artist a dominant position in live entertainment advertising in the world's two most important markets - London's West End and New York's Broadway - and, whilst SpotCo and Dewynters remain two distinct brands, they are now working together more closely than ever whenever the opportunities for joint projects arise.


The acquisition of SpotCo also changes the Group's financial dynamic, since for the first time in our history we have a material exposure to foreign exchange fluctuations. Whilst our borrowings now include a US$5.5 million bank loan, our US earnings and assets give us some natural hedging against our US dollar liabilities, including this loan. We are required for reporting purposes to reflect foreign exchange gains or losses arising not only from the US dollar loan but also from deferred consideration liabilities to the Vendor of SpotCo. At the six month period end this amounted to a non-cash charge of £950,349, calculated on the movement between the US dollar/sterling exchange rate on the acquisition of SpotCo in October 2008, and the rate prevailing at the period end on 28 February 2009. The foreign exchange volatility on these two significant items will be a feature of our financial reporting until the US dollar loan is repaid in 2013 and the deferred consideration liabilities are settled over the next three years.


The Group is currently benefiting in cash terms from the strength of the US dollar as it repatriates its earnings from its US subsidiaries, and foreign exchange, particularly US dollars, will also be a significant feature of our treasury management going forward.


The Group has recently become aware of an unanticipated potential additional tax liability of approximately US$800,000, which arises from the change of SpotCo's tax status on its acquisition by First Artist. This is being treated as a contingent liability whilst further investigations are made. If the liability is confirmed it is expected that it will be an increase to the cost of our investment in SpotCo.


In addition to the integration of SpotCo, we have continued to focus and reshape our three divisions.


SUMMARY OF RESULTS BY DIVISION

  

 

Unaudited 

6 months ended 28 February 2009

£'000s

 

 

 

 

%

Unaudited 

6 months ended 29 February 2008

£'000s

 

 

 

 

%

Audited

12 months ended

31 August 2008

£'000s

 

 

 

 

%

Revenue by Division

 

 

 

 

 

 

Media

32,689

87%

20,308

74%

38,568

69%

Events

2,343

6%

4,066

15%

6,679

11%

Entertainment / Sport Management

  2,730


7%


  2,993


11%


  8,855


20%

Total Revenue

37,762

 

27,367

 

54,102

 

 


 

 

 

 

 

EBITDA by Division 


 

 

 

 

 

Media

1,750 

 

1,546

 

2,875

 

Events

338 

 

503

 

775

 

Entertainment / Sport Management 

(199)

 


(571)

 


1,550

 

Group Costs

  (824)

 

 (748)

 

(1,376)

 

 


 

 

 

 

 

Adjusted EBITDA*

 1,065

 

   730

 

  3,824

 

 


 

 

 

 

 

*Adjusted EBITDA is stated before exceptional administrative expenses

 


Media


The Media division, which now comprises the Dewynters Group, SpotCo, and First Rights, accounted for over 87% of revenue in the period.  


The West End continues to confound the recession by attracting record theatre audiences, with Dewynters supporting many of the major shows, including Wicked, The Lion King, We Will Rock You, the recent massive hit Oliver!, and Priscilla Queen of the Desert, which opened in March to great acclaim. However, new business has been below expectations, reflecting the postponing or curtailing of investment in new productions.


As previously stated, SpotCo is trading well ahead of budget and has won market share, even in what has been reported as a difficult time for Broadway. It currently supports such blockbuster musicals as Shrek, Roundabout, Guys & Dolls, Billy Elliott, Hair, Nine to Five and Westside Story. Shows with which SpotCo is associated received a total of 72 of the recently announced 2009 Tony awards nominations.


During the period Newman Displays has worked on such events as the London Film Festival and the British Film Awards, and numerous film premieres including Slumdog Millionaire, Revolutionary Road, The Reader, Australia and Marley & Me.


Sponsorship Consulting Limited suffered in the period from much reduced sponsorship budgets, and with the very uncertain outlook for corporate sponsorship the decision was taken in February 2009 to cease trading. Included in these results is a loss of £325,000 relating to the closure of the business.


Events


Our full-service event management business, The Finishing Touch, enjoyed a good start to the year. However, the second half of the year will be affected by the loss of revenue from the TDA contract, which came to an end in April 2009. In response to this, the company has restructured and right sized.


Events businesses have, inevitably, been hit hard by the economic turmoil, with many established companies being forced out of the market. However, enquiries are showing signs of picking up, and The Finishing Touch is well placed to take advantage of new opportunities as and when they arise.


Sport and Entertainment Management


Despite the well-publicised turmoil in the broadcast media market, First Artist Management, our celebrity and media personality agency, saw plenty of activity in the period. Highlights included signing Natalie Pinkham for a new prime-time series of Five's Police Interceptors, Ruthie Henshall appearing as a judge on ITV's Dancing on Ice, and a new North American TV series, Eat Yourself Sexy, for Gillian McKeith. We are also delighted that TV presenters Eamonn Holmes and Ruth Langsford, and Sky News anchor Kay Burley, have recently become clients of the agency.


The Sport division enjoyed notable successes with the high-profile Andrey Arshavin and Harry Redknapp signings, and otherwise performed in line with expectations, revenue of course being heavily weighted towards the second half of the year due to the summer football transfer window. A restructuring programme, which is ongoing, was implemented across all Football operations and cash collection was much improved.


Optimal Wealth Management, the Group's independent financial advisory firm, proved resilient in a very difficult environment as it sought innovative investment solutions for its clients. The firm has also implemented a restructuring programme in order to realign its operational gearing.


People


I would like to say a few words about our people.


The corporate team, in particular Chief Executive Jon Smith, have continued to work very hard to manage the peculiar challenges thrown up by the current recession, driving through reforms which have not always been easy. We continue to refresh the Board and have been actively recruiting a Group Finance Director, a role we expect to fill shortly.  Julianne Coutts, the Company Secretary, was also a welcome addition to the Board in March.


The directors of our subsidiary companies have also risen to the current challenges by redoubling their efforts and implementing careful change management, and we cannot overstate our appreciation of them.


Last but not least, I would like to thank all our employees for their hard work, enthusiasm and commitment, which has continued unabated and is vital to our future success.






Bob Baldock

Chairman



  Consolidated Income Statement

For the six months ended 28 February 2009

 

 

Notes

6 months ended

28 February

2009

(Unaudited)

£000's

 

6 months ended

29 February

2008

(Unaudited)

£000's

 

12 months 

ended 

31 August

 2008

(Audited)

£000's

Continuing Operations

 

 

 

 

 

 

Revenue

 

37,762

 

27,367

 

54,102

Cost of sales

 

(26,032)

 

(17,445)

 

(32,411)

 

 


 

 

 

 

Gross Profit

 

11,730

 

9,922

 

21,691

Administrative expenses

 

(11,761)

 

(9,458)

 

(19,535)

 

 


 

 

 

 

EBITDA before exceptional administrative expenses

 


1,065

 

 

1,036

 

 

3,824

Exceptional administrative expenses

2

(248)

 

(108)

 

(697)

Depreciation


(435)


(306)


(607)

Impairment of Investment


(100)


-


-

Amortisation of intangibles

 

(313)

 

(158)

 

(364)

 

 


 

 

 

 

Operating (loss) / profit


(31)

 

464

 

2,156

 

 


 

 

 

 

 

 


 

 

 

 

Finance income

 

137

 

37

 

59

Finance costs 

3

(2,348)

 

(782)

 

(1,608)

 

 


 

 

 

 

(Loss) / profit on ordinary activities before taxation

 


(2,242)

 

 

(281)

 

 

607








Taxation (charge) / credit


(8)

 

91

 

(460)








(Loss) / profit for the period/year from continuing operations



(2,250)



(190)



147

 

 


 

 

 

 

Loss on cessation of business


(325)


-


-








 

(Loss) / profit for the period / year 



(2,575)

 

 

(190)

 

 

147

 

 


 

 

 

 

(Loss) / earnings per share

Basic (loss) / earnings per share (pence)


4


(18.52)

 

 

(1.42)

 


1.09

 

 


 

 

 

 

Fully diluted (loss) / earnings per share (pence)

 


(18.52)

 

 

(1.42)

 


1.07

 

 

 

 

 

 

 

  

  Consolidated Balance Sheet

As at 28 February 2009

 

 

 

 

 

Notes

As at

28 February 2009 

(Unaudited) 

£000's

 

As at 

29 February 2008 

(Unaudited) 

£000's

 

As at 

31 August 

2008

(Audited)

£000's

Non-current assets

 

 

 

 

 

 

Goodwill


26,319


19,261

 

19,625

Brands


4,208


2,265

 

2,265

Other intangible assets


3,401


1,610

 

1,404

Property, plant and equipment


2,385


2,100

 

1,961

Available for sale investments


45


118

 

142

Trade and other receivables 


-


-


602

 


36,358


25,354

 

25,999

 




 

 

 

Current assets




 

 

 

Inventories


308


1,106

 

534

Trade and other receivables


12,648


10,334

 

11,639

Cash and cash equivalents


2,558


3,230

 

1,212

 


15,514


14,670

 

13,385

 




 

 

 

Current liabilities




 

 

 

Trade and other payables


(11,034)


(9,785)

 

(9,854)

Tax liabilities


(526)


(866)

 

(1,242)

Obligations under finance leases


-


(13)

 

(7)

Borrowings


(2,520)


(4,613)

 

(5,787)

Provisions


(4,070)


(2,580)

 

(2,205)

 


(18,150)


(17,857)

 

(19,095)

 




 

 

 

Net current liabilities


(2,636)


(3,187)

 

(5,710)

 




 

 

 

Non-current liabilities




 

 

 

Trade and other payables


(47)


(117)

 

(81)

Deferred tax liabilities


(2,825)


(982)

 

(974)

Borrowings


(16,704)


(10,469)

 

(8,417)

Provisions


(7,248)


(2,839)

 

(2,646)

 


(26,824)


(14,407)

 

(12,118)

 

 



 

 

 

Total liabilities 

 

(44,974)


(32,264)

 

(31,213)

 

 



 

 

 

Net assets

 

6,898


7,760

 

8,171

 

 



 

 

 

Equity

 



 

 

 

Share capital

 

349


344

 

347

Share premium


6,609


6,492

 

6,598

Capital redemption reserve

 

15


15

 

15

Share option reserve

 

366


248

 

285

Own shares

 

(259)


(243)

 

(259)

Retained earnings


(1,489)


809

 

1,086

Foreign exchange reserve

 

1,307


95

 

99

 

 



 

 

 

Total equity

8

6,898


7,760

 

8,171



Consolidated Statement of Recognised Income and Expense

For the six months ended 28 February 2009

 

 

 

6 months ended

 28 February 2009 

(Unaudited) 

£000's

 

6 months ended

 29 February 2008 

(Unaudited) 

£000's

 

12 months ended

31 August 

2008 

(Audited)

£000's

 

 

 

 

 

 

Exchange differences on translation of foreign operations


1,208


 

5

 


9

 



 

 


Net income recognised directly in equity

1,208


5

 

9

 

(Loss) / profit for the period


(2,575)


 

(190)

 


147

 



 

 


Total recognised income and expense for the period


(1,367)


 

(185)

 


156

 

 

 

 

 

 

 

 

  Consolidated Cash Flow Statement

For the six months ended 28 February 2009

 

 

Notes

6 months ended

28 February 2009

(Unaudited)

 £000's

 

6 months ended

29 February 2008

(Unaudited)

 £000's

 

12 months ended 

31 August 2008 

(Audited)

£000's

 

Cash generated by operations 

 

5


2,338

 

 

1,041

 


1,723

Income taxes paid

 

(772)

 

(73)

 

(188)

Net cash inflow / (outflow) from operating activities 




1,566

 

 

968

 

 

1,535








Investing activities

 


 

 

 

 

Interest received

 

137

 

37

 

59

Purchase of property, plant and equipment

 

(262)

 

(255)

 

(461)

Acquisition of subsidiaries

6

(2,724)

 

(990)

 

(2,030)

Additions to available for sale investments


-


-


(24)

Net cash used in investing activities

 

(2,849)

 

(1,208)

 

(2,456)








Financing activities

 


 

 

 

 

Repayments of borrowings

 

(13,177)

 

(786)

 

(1,571)

Repayments of obligations under finance leases

 


(7)

 

 

(38)

 

 

(45)

New bank loans raised

 

17,546

 

-

 

1,500

Other loans

 

-

 

-

 

(445)

Purchase of own shares

 

-

 

(243)

 

(259)

Interest paid


(1,090)


(624)


(1,355)

Net cash generated /(used) by financing activities

 


3,272

 

 

(1,691)

 

 

(2,175)

 

 


 

 

 

 

Net (decrease) / increase in cash and cash equivalents

 



1,989

 

 

(1,931)

 

 

(3,096)

 

 


 

 

 

 

Cash and cash equivalents at the beginning of the period

 


464

 

 

3,551

 

 

3,551

 

Effect of foreign exchange rate changes

 


105

 

 

5

 

 

9

Cash and cash equivalents at end of the period

 



2,558

 

 

1,625

 

 

464

 

 


 

 

 

 








Cash and cash equivalents


2,558


1,625


464

Overdraft


-


1,605


748

Cash at bank


2,558


3,230


1,212




Notes to the Interim Information

For the six months ended 28 February 2009

 

1. Basis of Preparation

 

This unaudited half yearly report does not constitute statutory accounts of the Group within the meaning of section 435 of the Companies Act 2006. Statutory accounts for the year ended 31 August 2008, which were prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations adopted for use in the European Union, have been filed with the Registrar of Companies. The auditor's report on those accounts was unqualified and did not contain a statement under section 237 of the Companies Act 1985.


The accounting policies applied in these unaudited half yearly financial statements are consistent with those that the Group used in the Annual Report for the year ended 31 August 2008 and expects to apply in its annual financial statements for the year ending 31 August 2009.


The unaudited half yearly financial statements are presented in pounds sterling as this is the currency of the primary economic environment in which the Group operates.


2. Exceptional administrative expenses

 

 

6 months ended

 28 February 2009 

(Unaudited) 

£000's

 

6 months ended 

28 February 2008 

(Unaudited) 

£000's

 

12 months ended  

31 August 

2008 

(Audited)

£000's

 

Acquisition related costs


143

 

 

60

 

 

273

Redundancies and other restructuring costs

105

 

48

 

147

Bad debt written off

-


-


241

Relocation costs

-


-


36

 

248

 

108

 

697


  

3. Finance Costs


 

6 months ended

 28 February 2009 

(Unaudited) 

£000's

 

6 months ended 

28 February 2008 

(Unaudited) 

£000's

 

12 months ended  

31 August 

2008 

(Audited)

£000's

Unwinding of discounts on deferred consideration

308


157


315

Foreign exchange movement on deferred consideration

674


-


-

Foreign exchange movement on loan

276


-


-

Interest on bank loans

728


582


1,129

Bank interest

31


19


13

Amortisation of issue costs of bank loan

210


18


35

Interest on finance leases

-


-


2

Other interest

121


6


114

 

2,348


782


1,608


4. (Loss) / earnings per share

 

The calculations of (loss) / earnings per share are based on the following (losses) / profits and numbers of shares.

 

 

6 months ended

 28 February 2009 

(Unaudited)

 

 

6 months ended

 29 February 2008 

(Unaudited)

 

 

12 months ended

31 August 

2008 

(Audited)

Weighted average number of 2.5 pence ordinary shares in issue during the period

 

 

 

 

 

For basic (loss) / earnings per share

13,901,700

 

13,368,576

 

13,454,959

Dilutive effect of share options

-


-


327,329

For diluted (loss) / earnings per share

13,901,700

 

13,368,576

 

13,782,288

 

 

 

 

 

 

 

£000's

 

£000's

 

£000's

 

 

 

 

 

 

(Loss) / profit on ordinary activities after taxation

(2,575)


(190)

 

147

 

 

 

 

 

 

 

Due to losses made during the period there is no dilutive effect as at 29 February 2008 and 28 February 2009.


  5. Reconciliation of profit from operations to net cash inflow from operations

 

 

6 months ended

 28 February 2009 

(Unaudited) 

£000's

 

6 months ended 

29 February 2008 

(Unaudited) 

£000's

 

12 months ended

31 August 2008 

(Audited)

£000's

 

Operating (loss)/profit before tax


(2,567)

 

 

(281)

 

 

607

Finance costs

2,348


782


1,608

Finance income

(137)


(37)


(59)

Loss on cessation of business

325


-


-

Depreciation

435

 

306

 

607

Impairment of investment

100


-


-

Amortisation of intangibles

313

 

158

 

364

(Profit)/loss on disposal of fixed assets

(5)

 

7

 

21

Share options charge

81

 

39

 

75

Decrease/(increase) in inventories

348

 

(32)

 

36

Decrease in debtors

1,509

 

1,498

 

95

Decrease in creditors

(412)

 

(1,399)

 

(1,631)

 

Net cash inflow from operating activities


2,338

 

 

1,041

 

 

1,723


6. Acquisitions and disposals

 

 

6 months ended

28 February 2009

(Unaudited)

£000's

 

6 months ended

29 February 2008

(Unaudited)

£000's

 

12 months ended 31 August 2008 

(Audited)

£000's

Consideration on acquisition of subsidiary undertakings and other investments


(3,000)

 

 

-

 


-

Cash held by acquired subsidiary undertakings

276

 

-

 


Payment of deferred consideration

-

 

(990)

 

(2,030)

Net cash outflow 

(2,724)

 

(990)

 

(2,030)


  

7. Acquisitions


During October 2008, the Group acquired SpotCo for a total consideration of £10,995,000. As a result of the acquisition of SpotCo, there have been significant changes to the balance sheet; in particular to goodwill, brands, other intangibles and provisions. The acquisition is summarised as follows:


 

Book value

£'000

 

Fair value adjustments

£000

 

Fair value

£'000

Net assets acquired:






Intangible assets:-






   Brands

-


1,819


1,819

   Customer relationships

-


2,074


2,074

Property,plant and equipment

589


(77)


512

Inventory

122


(16)


106

Trade and other receivables

2,570


(102)


2,468

Cash at bank

276


-


276

Trade and other payables

(1,550)


195


(1,355)

Deferred tax

-


(1,701)


(1,701)

 

2,007


2,192


4,199







Goodwill





6,796






10,995

Satisfied by:






Cash consideration





3,000

Deferred consideration - cash





7,280

Expenses of acquisition





715





 

10,995


8. Reconciliation of changes in equity

 

 

 

 

28 February 2009 

(Unaudited) 

£000's

 

 

 

29 February 2008 

(Unaudited) 

£000's

 

 

 

31 August 2008 

(Audited)

£000's

Net (loss) / profit for the financial period

(2,575)

 

(190)

 

147

Shares issued to acquire subsidiary undertakings


13

 


543

 


653

Shares issued


 

-

 

-

Share options charge

81

 

39

 

75

Deferred taxation on share options

-

 

-

 

(60)

Own shares

-

 

(243)

 

(259)

Exchange gain on foreign currency translation recognised directly in equity

1,208

 

5

 

9

Increase in equity

 

(1,273)

 

154

 

565

Opening equity

 

8,171

 

7,606

 

7,606

Closing equity

6,898

 

7,760

 

8,171

 

Shareholders' funds are entirely attributable to equity interests.

  

9. Interim Report


This document is available on the Company's website at www.firstartist.com


END 






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