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M&C Saatchi PLC   -  SAA   

Preliminary Results for 2018

Released 07:00 27-Mar-2019

RNS Number : 0912U
M&C Saatchi PLC
27 March 2019
 

 

 

 

 

M&C SAATCHI PLC

 

 

PRELIMINARY RESULTS

 

 

YEAR ENDED

31 DECEMBER 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27 March 2019

 

M&C Saatchi PLC - Preliminary Statement

 

 

27 March 2019

 

Financial Highlights

 Growth versus 2017

Net Revenue

Net Revenue in constant currencies

£255.3m £260.7m

+ 2% (2017: £251.5m)

+ 4%

 

Operating Profit

Operating Margin

£30.3m

12.3%

+ 13% (2017: £26.7m)

+ 1% (2017: 11.3%)

 

Profit Before Tax

£32.2m

+ 16% (2017: £27.7m)

 

Profit After Tax and MI

EPS

£21.0m

25.01p

+ 17% (2017: £18.0m)

+ 9% (2017: 23.04p)

 

Full-Year Dividend

10.96p

+ 15% (2017: 9.53p)

 

 

 

 

 

         

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

 

 

 

Operational Highlights

·      Record results in terms of net revenue and earnings

·      Global Network performed well:

°           UK: like-for-like net revenue up 2%

°           Europe: like-for-like net revenue up 2%

°           Middle East and Africa: like-for-like net revenue up 11%

°           Asia and Australia: like-for-like net revenue up 6% 

°           Americas: like-for-like net revenue up 3%

·      Robust balance sheet with net borrowing of £2.2m with seasonal working capital outflow (£10.3m net cash at 31st December 2017). We sold our 24.9% stake in Walker Media since the year-end to Publicis for £25m

·      Final dividend increased 15% to 8.51p 

 

 

David Kershaw, Chief Executive, said:

 

"2018 was another record year for M&C Saatchi in terms of net revenue and earnings. Our unique business model of starting and growing companies with the best entrepreneurial talent continues to flourish.

 

This year has begun well, and we are confident that we will continue to make good progress in 2019 and beyond."  

 

For further information please call:

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

David Kershaw

 

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

Tom Murray

 

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

Nick Westlake, NOMAD

Charles Farquhar, Corporate Broking

 

Notes to Editors

Headline results

The term headline is not a defined term in IFRS. The items that are excluded from headline results are the amortisation or impairment of intangible assets (including goodwill and acquired intangibles, but excluding software) acquired in business combinations, changes to deferred and contingent consideration and other acquisition related charges taken to the income statement; impairment of investment in associates; profit or loss on disposal of associates; revaluation of investments and their related costs; and the income statement impact of put option accounting and share based payment charges. See note 3 for a reconciliation between the Group's statutory results and the headline results.

 

Like-for-like

The term like-for-like is not a defined term in IFRS. The like-for-like results are headline results translated at 2017 exchange rates, to give a constant currency result.

 

 

 

 

 

SUMMARY OF RESULTS

2018 saw record results in terms of net revenue and earnings. Actual revenues grew by 2%, with constant currency revenues increasing 4%. Excluding the costs of businesses started in the year, we returned a headline operating margin of 12.3%, up from 11.3% in 2017, with our newer higher margin businesses building momentum. The headline profit before tax advanced 16% to £32.2m and headline net earnings rose by 17%. Statutory profit before tax was up 90% from £9.3m to £17.6m.

 

The key driver of these strong results is our unique differentiated model, which is overwhelmingly organic versus the M&A fuelled holding company model. We start new businesses in attractive geographies and in new growth channels with best-in-class entrepreneurs, motivated by significant minority equity holdings. We are not dependent on pressured global consumer goods clients nor media buying, particularly following our Walker Media divestment. Vitally even more now, we have creativity at our core and are therefore less susceptible to automation.

 

UK

Net revenue in the UK was up 2%, with the major growth drivers Sport & Entertainment and Performance (formerly Mobile) performing particularly positively.

 

UK New business wins included Apprenticeships, eBay, Experian,  GambleAware, Swisscom and Twinings.

 

World Services, our specialist public sector and social impact division, continues to show strong financial and market sector growth. World Services uses the best of Saatchi talent and technologies to tackle complex social and behavioural issues. In 2018 significant new projects were won from a broad range of existing and new clients, including UNICEF, WHO, the Bill and Melinda Gates Foundation, BRAC, the FCO and USAID.

 

In June, we invested in a 51% stake in two social influencer agencies, Red Hare and Grey Whippet, who have joined M&C Saatchi Merlin's existing social and talent divisions to form M&C Saatchi Talent Group, which is growing well.

 

We launched Send Me A Sample in September, the world's first voice-activated product trialling platform, which allows Alexa and Google Assistant voice users to request free product samples to be delivered directly to their homes. They are working on several Coca-Cola projects.

 

 

The UK headline operating profit margin increased to 17.6%, compared with 16.0% in 2017. These margins exclude the impact of Group recharges.

 

Europe

European like-for-like net revenue increased 2% year on year. Headline operating profit was up 6%, with a headline operating margin of 15.8% (2017: 15.2%).

 

Our Stockholm office won projects from Tikkurila (paint) and Reebok.

 

Our Berlin office continues to perform well and Clear opened an office in Frankfurt.

 

Milan had a strong second half winning projects from Carlsberg, OVS (clothing) and Saras (refining).

 

Paris continued their good new business performance, winning projects from Fuji, Gerlinea (slimming meals) and Café Paul as well as retaining EDF.

 

Middle East and Africa

Like-for-like net revenue in the Middle East and Africa was up 11% with a good new business performance across the region.

 

South Africa won Tafel Beers (to add to Heineken, Strongbow and Windhoek) and Continental Tyres. Sport & Entertainment added Nedbank's sponsorship programme.

 

Our UAE offices performed strongly, winning Jumeirah International and an anti-obesity project from the Ministry of Health and Prevention.

 

We are looking to open in Riyadh this year as a result of client demand.

 

Tel Aviv maintains its good progress and won Philips. 

 

As we expected, the operating profit in the region was down 25% and the headline operating margin decreased to 7.6% from 10.9% in 2018 with investment in new business costs. This investment will be returned in 2019 with enhanced net revenue.

 

 

 

Asia and Australia

In Asia and Australia, like-for-like net revenue was up 6% year on year.

 

Our Australian offices performed well and they started this year with the wins of Tourism Australia and Tabcorp.

 

Kuala Lumpur won CIMB and retained Axiata, whilst Singapore won Sembcorp (utilities) and the Turf Club.

 

We invested in 51% of Scarecrow in Mumbai and opened offices in Jakarta and Hong Kong. We now have 9 offices in Asia.

 

The headline regional operating margin excluding start-up costs was 10.6% (2017: 11.4%), with the headline operating profit down 7% on 2017. This was due to exceptional fourth quarter new business pitch costs in Australia. These secured the 2019 new business wins and consequently we expect an improved margin going forward.   

 

Americas

Like-for-like net revenue was 3% up and headline operating profit was up 43% with a headline operating margin of 14.2% excluding start-up costs (2017: 9.9%).

 

In the US, Performance continues to perform well.

 

Our New York agency, SS+K has rebounded after a challenging 2017 with much improved profitability in 2018 following the actions taken in 2017. They won communications strategy work from Commonwealth Bank and Level Forward.

 

In November, we invested in a 30% minority stake in That (Technology, Humans and Taste), a Manhattan creative shop that will serve as a partner to SS+K.

 

Our Los Angeles office continues to develop their client portfolio, winning clients including a blockchain company Fabric, a smart sugar free chocolate Nyrvana and a telecoms brand ROKiT. Our LA Sport & Entertainment office has won several Coca-Cola projects. We also launched Majority in LA, a production company with an all-women Director roster, which now has 18 Directors signed up.

 

 

 

Outlook

2018 was another record year for M&C Saatchi in terms of net revenue and earnings. Our unique business model of starting and growing companies with the best entrepreneurial talent continues to flourish.

 

This year has begun well, and we are confident that we will continue to make good progress in 2019 and beyond.

 

M&C SAATCHI PLC
UNAUDITED PRELIMINARY CONSOLIDATED INCOME STATEMENT
YEAR ENDED 31 DECEMBER 2018

Year ended 31 December 

 

 

 Note

2018
£000

2017
£000

Billings

 

 

 

607,464

535,964

Revenue

 

 

2

431,844

251,481

Cost of sales

 

 

2

(176,471)

-

Net revenue

 

 

2

255,373

251,481

Operating costs

 

 

 

(240,189)

(246,146)

Other gains

 

 

 

1,584

Operating profit

 

 

 

16,768

5,335

Share of results of associates and joint ventures

 

 

 

2,825

1,987

Finance income

 

 

5

273

3,326

Finance costs

 

 

5

(2,268)

(1,346)

Profit before taxation

 

 

 

17,598

9,302

Taxation

 

 

6

(6,635)

(4,736)

Profit for the year

 

 

 

10,963

4,566

Attributable to:

 

 

 

 

 

Equity shareholders of the Group

 

 

 

8,255

2,672

Non-controlling interests

 

 

 

2,708

1,894

Profit for the year

 

 

 

10,963

4,566

Earnings per share

 

 

 

 

 

Basic (pence)

 

 

 

9.79p

3.43p

Diluted (pence)

 

 

 

9.15p

3.31p

 

 

 

 

 

 

Headline results*

 

 

 

 

 

Operating profit

 

 

 

30,327

26,725

Profit before tax

 

 

 

32,297

27,655

Profit after tax attributable to equity shareholders of the Group

 

 

 

21,096

17,971

Basic earnings per share (pence)

 

 

 

25.01p

23.04p

Diluted earnings per share (pence)

 

 

 

23.38p

21.22p

 

*The reconciliation of headline to statutory results above can be found in Note 3.

 

 

 

 

 

M&C SAATCHI PLC

UNAUDITED PRELIMINARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2018

 

Year ended 31 December 

 

 

 

2018
£000

2017
£000

Profit for the year

 

 

 

10,963

4,566

Other comprehensive income*

 

 

 

 

 

Exchange differences on translating foreign operations before tax

 

 

(228)

(1,177)

Other comprehensive income for the year net of tax

 

 

(228)

(1,177)

 

 

 

 

 

 

Total comprehensive income for the year

 

 

10,735

3,389

Total comprehensive income attributable to:

 

 

 

 

 

Equity shareholders of the Group

 

 

 

8,027

1,495

Non-controlling interests

 

 

 

2,708

1,894

Total comprehensive income for the year

 

 

10,735

3,389

 

 

M&C SAATCHI PLC

UNAUDITED PRELIMINARY CONSOLIDATED BALANCE SHEET
At 31 DECEMBER 2018

 

 

 

 

 

2018

2017

At 31 December

 

 

 

 

£000

£000

Non-current assets

 

 

 

 

 

 

Plant and equipment

 

 

 

 

12,866

12,269

Intangible assets

 

 

 

 

50,031

48,515

Investments in associates and JV

 

 

 

 

9,483

19,725

Other non-current assets

 

 

 

 

4,248

9,325

Deferred tax assets

 

 

 

 

5,681

4,797

Financial assets at fair value through profit or loss

 

 

 

12,958

-

 

 

 

 

 

95,267

94,631

Current assets

 

 

 

 

 

 

Trade and other receivables

 

 

 

 

149,588

120,096

Current tax assets

 

 

 

 

968

945

Cash and cash equivalents

 

 

 

 

50,065

48,957

Non-current assets classified as Held-for-sale

 

 

 

13,106

-

 

 

 

 

 

213,727

169,998

Current liabilities

 

 

 

 

 

 

Trade and other payables

 

 

 

 

(141,453)

(128,256)

Current tax liabilities

 

 

 

 

(2,976)

(1,221)

Borrowings

 

 

 

 

(14,060)

(3,731)

Deferred and contingent consideration

 

 

 

 

(752)

(377)

Minority shareholder put option liabilities

 

 

 

 

(12,327)

(14,813)

 

 

 

 

 

(171,201)

(148,398)

Net current assets

 

 

 

 

42,159

21,600

Total assets less current liabilities

 

 

 

 

137,426

116,231

Non-current liabilities

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

(1,444)

(761)

Borrowings

 

 

 

 

(38,092)

(37,764)

Contingent consideration

 

 

 

 

(514)

(833)

Minority shareholder put option liabilities

 

 

 

 

(6,063)

(10,316)

Other non-current liabilities

 

 

 

 

(2,393)

(2,487)

 

 

 

 

 

(48,506)

(52,161)

Total net assets

 

 

 

 

88,920

64,070

 

Equity

 

 

 

 

 

 

Share capital

 

 

 

 

876

813

Share premium

 

 

 

 

47,895

32,095

Merger reserve

 

 

 

 

31,592

31,592

Treasury reserve

 

 

 

 

(792)

(792)

Minority interest put option reserve

 

 

 

 

(12,954)

(13,958)

Non-controlling interest acquired

 

 

 

 

(22,475)

(21,040)

Foreign exchange reserve

 

 

 

 

3,365

3,593

Retained earnings

 

 

 

 

34,206

25,235

Equity attributable to shareholders of the Group

 

 

 

81,713

57,538

Non-controlling interest

 

 

 

 

7,207

6,532

Total equity

 

 

 

 

88,920

64,070

 

 

 

M&C SAATCHI PLC
UNAUDITED PRELIMINARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2018

 

 

Share capital

Share premium

Merger reserve

Treasury reserve

MI put option reserve

Non-controlling interest acquired

Foreign exchange reserves

Retained earnings

Subtotal

Non-controlling interest in equity

Total

 

 

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

At 1 January 2017

 

749

24,099

31,592

(792)

(20,598)

(13,122)

4,770

15,871

42,569

6,828

49,397

Acquisitions

 

4

1,498

-

-

-

-

-

-

1,502

235

1,737

Acquisitions of minority interest

 

5

1,587

-

-

-

(1,390)

-

-

202

310

512

Exercise of put options

 

55

4,911

-

-

6,640

(6,640)

-

(61)

4,905

-

4,905

Exchange rate movements

 

-

-

-

-

-

112

-

-

112

(252)

(140)

Share option charge

 

-

-

-

-

-

-

-

13,501

13,501

-

13,501

Dividends

 

-

-

-

-

-

-

-

(6,748)

(6,748)

(2,483)

(9,231)

Total transactions with owners

 

64

7,996

-

-

6,640

(7,918)

0

6,692

13,474

(2,190)

11,284

Total comprehensive income for the year

 

-

-

-

-

0

-

(1,177)

2,672

1,495

1,894

3,389

At 31 December 2017

 

813

32,095

31,592

(792)

(13,958)

(21,040)

3,593

25,235

57,538

6,532

64,070

Adjustment on initial application of IFRS 15

 

-

-

-

-

-

-

-

28

28

-

28

Adjustment on initial application of IFRS 9

 

-

-

-

-

-

-

-

2,971

2,971

-

2,971

Adjusted balance at 1 January 2018

 

813

32,095

31,592

(792)

(13,958)

(21,040)

3,593

28,234

60,537

6,532

67,069

Acquisitions

 

18

6,484

-

-

-

-

-

-

6,502

-

6,502

Acquisitions of minority interest

 

-

-

-

-

-

(372)

-

-

(372)

-

(372)

Exercise of put options

 

44

8,858

-

-

973

(973)

-

(9)

8,893

-

8,893

Exchange rate movements

 

-

-

-

-

31

(90)

-

-

(59)

24

(35)

Deferred consideration

 

1

458

-

-

-

-

-

-

459

-

459

Issue of shares to minorities

 

-

-

-

-

-

-

-

-

-

551

551

Share option charge

 

-

-

-

-

-

-

-

6,104

6,104

-

6,104

Dividends

 

-

-

-

-

-

-

-

(8,378)

(8,378)

(2,608)

(10,986)

Total transactions with owners

 

63

15,800

-

-

1,004

(1,435)

-

(2,283)

13,149

(2,033)

11,116

Total comprehensive income for the year

 

-

-

-

-

-

-

(228)

8,255

8,027

2,708

10,735

At 31 December 2018

 

876

47,895

31,592

(792)

(12,954)

(22,475)

3,365

34,206

81,713

7,207

88,920

 

 

M&C SAATCHI PLC

UNAUDITED PRELIMINARY CONSOLIDATED CASH FLOW STATEMENT
YEAR ENDED 31 DECEMBER 2018

 

Year ended 31 December

 

2018
£000

2017
£000

Net revenue

 

255,373

251,481

Operating expenses

 

(240,189)

(246,146)

Other gains

 

1,584

 -

Operating profit

 

16,768

5,335

Adjustments for:

 

 

 

Depreciation of plant and equipment

 

3,568

3,079

Loss on sale of plant and equipment

 

98

57

Loss on sale of software intangibles

 

14

4

Increase in financial assets at FVTPL

 

(1,584)

-

Fair value revaluation of associate on step acquisition

 

-

-

Impairment and amortisation of acquired intangible assets

 

4,427

2,021

Impairment of associate and investments

 

674

-

Impairment of goodwill

 

2,195

5,214

Amortisation of capitalised software intangible assets

 

294

211

Equity settled share based payment expenses

 

6,104

13,501

Operating cash before movements in working capital

 

32,558

29,422

Increase in trade and other receivables

 

(23,365)

(10,806)

Increase in contract assets

 

(1,281)

-

Increase / (Decrease) in trade and other payables

 

(1,718)

11,665

Increase in contract liabilities

 

8,986

-

Cash generated from operations

 

15,180

30,281

Tax paid

 

(6,355)

(6,727)

Net cash from operating activities

 

8,825

23,554

Investing activities

 

 

 

Acquisitions of subsidiaries net of cash acquired

 

441

(951)

Acquisitions of associates

 

(904)

0

Acquisitions of investments

 

(780)

(2,024)

Proceeds from sale of plant and equipment

 

77

77

Purchase of plant and equipment

 

(4,191)

(3,451)

Purchase of capitalised software

 

(1,292)

(385)

Dividends received from associates

 

428

1,806

Interest received

 

273

288

Net cash consumed investing activities

 

(5,948)

(4,640)

Net cash from operating and investing activities

 

2,877

18,914

 

 

 

M&C SAATCHI PLC

UNAUDITED PRELIMINARY CONSOLIDATED CASH FLOW STATEMENT (CONTINUED)
YEAR ENDED 31 DECEMBER 2018

Year ended 31 December

 

2018
£000

2017
£000

Net cash from operating and investing activities

 

2,877

18,914

Financing activities

 

 

 

Dividends paid to equity holders of the Company

 

(8,378)

(6,748)

Dividends paid to non-controlling interest

 

(2,608)

(2,484)

Proceeds from issue of shares to non-controlling interests

 

85

-

Repayment of finance leases

 

(45)

(28)

Repayment of invoice discounting

 

(914)

(730)

Proceeds from bank loans

 

9,100

10,240

Repayment of bank loans

 

(9,462)

(359)

Interest paid

 

(1,355)

(1,275)

Net cash consumed by financing activities

 

(13,577)

(1,384)

Net (decrease) / increase in cash and cash equivalents

 

(10,700)

17,530

Effect of exchange rate fluctuations on cash held

 

54

(795)

Cash and cash equivalents at the beginning of the year

 

48,957

32,222

Total cash and cash equivalents at the end of the year

 

38,311

48,957

 

 

 

 

Cash and cash equivalents

 

50,065

48,957

Bank Overdrafts*

 

(11,754)

-

Total cash and cash equivalents at the end of the year

 

38,311

48,957

 

 

 

 

Bank loans and borrowings*

 

(40,818)

(41,590)

Net cash

 

(2,507)

7,367

* These overdrafts are offsetable, however they have not been netted off in accordance with IAS32 part 42a.

 

 

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS

 

1. GENERAL INFORMATION

The Company is a public limited company incorporated and domiciled in the UK. The address of its registered office is 36 Golden Square, London W1F 9EE. The Company is listed on the AIM market of the London Stock Exchange. These 2018 preliminary statements were approved for issue on
26 March 2019. The financial information set out below does not constitute the company's statutory accounts for 2017 or 2018. Statutory accounts for the year ended 31 December 2017 have been reported on by the Independent Auditors. The Independent Auditors' Report on the Annual Report and Financial Statements for 2017 unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The audit report for the year ended 31 December 2018 has yet to be signed. Statutory accounts for the year ended 31 December 2017 have been filed with the Registrar of Companies. The statutory accounts for the year ended 31 December 2018 will be delivered to the Registrar in due course
.

 

Headline results

The Directors believe that the headline results and headline earnings per share provide additional useful information on the underlying performance of the business. The headline result is used for internal performance management, calculating the value of subsidiary convertible shares and minority interest put options. The term headline is not a defined term in IFRS. Note 3 reconciles reported to headline results.

Our segmental reporting (note 4) reflects our headline results in accordance with IFRS 8.

The items that are excluded from headline results are the amortisation or impairment of intangible assets (including goodwill and acquired intangibles, but excluding software) acquired in business combinations, changes to deferred and contingent consideration and other acquisition related charges taken to the income statement; impairment of investment in associates; profit or loss on disposal of associates; revaluation of investments and their related costs; and the income statement impact of put option accounting and share based payment charges. See note 3 for a reconciliation between the Group's statutory results and the headline results.

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

2. ACCOUNTING POLICIES

The unaudited preliminary consolidated financial statements comply with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union and issued by the International Accounting Standards Board (IASB) and with the accounting policies of the Group which were set out in the 2017 Annual Report and Accounts. With the exception of the implementation of IFRS 9: Financial Instruments and IFRS 15: Revenue from Contracts with Customers, which are discussed below, no changes have been made to the Group's accounting policies in the year ended 31 December 2018.

Whilst the financial information included in this preliminary announcement has been computed in accordance with IFRS, this announcement does not itself contain sufficient information to comply with all IFRS disclosure requirements. The Company's 2018 Annual Report and Accounts will be prepared in compliance with IFRS.

 

Impact of adoption of IFRS 9: Financial Instruments

The Group has adopted IFRS 9: Financial Instruments from 1 January 2018. This resulted in certain non-listed equity investments previously held at historic cost being designated as fair value through profit or loss. As at 1 January 2018 the fair value of these instruments was £10.6million with a historic cost of £5.8million. The difference between these two balances of £4.8million has been taken to opening reserves as at 1 January 2018.

The requirement under IFRS 9 to use an expected loss method of impairment of financial assets did not have a material effect on the Group due to the short-term nature of the Group's trade and other receivables.

 

Impact of the Adoption of IFRS 15: Revenue from Contracts with Customers

The Group has adopted IFRS 15: Revenue from Contracts with Customers from 1 January 2018. This resulted in changes in certain aspects of our accounting policies and adjustments to the amounts recognized in the financial statements when compared to if the accounting had been performed under Legacy IFRS. In accordance with the transition provisions of IFRS 15, the Group has adopted the new rules under the modified retrospective method of adoption. Under this method the cumulative effect of initially applying IFRS 15 is recognised at the date of initial application as an adjustment to the opening balance of retained earnings. Therefore, the comparative information has not been restated and continues to be as reported under Legacy IFRS.

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

The new standard establishes a five-step model whereby consideration received or expected to be received is recognised as revenue when contractual performance obligations are satisfied by the transfer of control and of the relevant goods or services to the customer. Adopting IFRS 15 has not had a significant impact on the timing of the Group's revenue recognition nor on the Group's equity.

For certain of our contracts however, the adoption of IFRS 15 has resulted in a change in our accounting for certain third-party costs. Third-party costs are included in revenue when the Group acts as principal with respect to the services provided to the client and are excluded when the Group acts as agent. Under IFRS 15, the principal versus agent assessment is based on whether the Group controls the relevant services before they are transferred to the client. As a result of the adoption of IFRS 15, there was an increase in third-party costs included in revenue and costs of sale. This change increased revenue and costs of services by the same amount and therefore had no impact on net revenues or operating profit.

The following table summarises the impact of adopting IFRS 15 on the Group's consolidated income statement for the year ended 31 December 2018.

 

 

 

Legacy IFRS

£000

Additional third party cost

£000

Timing adjustments £000

IFRS 15

£000

Billings

 

607,501

-

(37)

607,464

Revenue

 

255,410

176,471

(37)

431,844

Cost of sales

 

-

(176,471)

-

(176,471)

Net revenue

 

255,410

-

(37)

255,373

 

 

Under certain contractual relationships the Group makes payments to suppliers on behalf of customers prior to billing. Under Legacy IFRS these amounts were recorded as accrued income. As these amounts do not relate to services provided by the Group under IFRS 15 they are recognised separately to trade receivables and contract assets. An amount totaling £5.5m has therefore been recognised as at 31 December 2018 as an 'other receivable' and is included within the consolidated balance sheet position of Trade and other receivables of £149.6m.

 

Other than these reclassifications, the impact of IFRS 15 on the consolidated income statement, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement and earnings per share was immaterial.

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

IFRS 15 - Revenue recognition policy

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

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

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

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

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

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

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

 

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

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

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

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

 

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

 

 

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

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

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

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

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

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

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

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

IFRS 15 - Trade receivables and work in progress policy

Trade receivables are stated net of provisions for bad and doubtful debts. Work in progress includes outlays incurred on behalf of clients, including production costs, and other third-party costs that have not yet been billed and are considered receivables under IFRS 15.

 

IFRS 15 - Accrued and deferred income policy

Accrued income is a contract asset and is recognized when a performance obligation has been satisfied but not yet been billed. Contract assets are transferred to receivables when the right to consideration is unconditional and billed per the terms of the contractual agreement.

In certain cases, payments are received from customers prior to satisfaction of performance obligations andrecognised as deferred income on the Group's balance sheet. These balances are considered contract liabilities and are typically related to prepayments for third party expenses that are incurred shortly after billing.

 

 

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Headline results and earnings per share

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

 

Year ended 31 December 2018

2018
£000

Amortisation of acquired intangibles
£000

Impairment of acquired intangibles
£000

Impairment of
associates

FVTPL investments under IFRS 9
£000

Revaluation of contingent consideration
£000

Capital gains tax on issue of put options
£000

Acquisition related remuneration *
£000

Put option accounting **
£000

Headline results

Billings

607,464

-

-

-

-

-

-

-

-

607,464

Revenue

431,844

-

-

-

-

-

-

-

-

431,844

Net revenue

255,373

-

-

-

-

-

-

-

-

255,373

Operating profit

16,768

4,427

2,195

674

(1,177)

37

-

1,299

6,104

30,327

Share of results of associates and JV

2,825

-

-

-

-

-

-

-

-

2,825

Finance income

273

-

-

-

-

-

-

-

-

273

Finance cost

(2,268)

-

-

-

229

-

-

-

911

(1,128)

Profit before taxation

17,598

4,427

2,195

674

(948)

37

-

1,299

7,015

32,297

Taxation

(6,635)

(1,021)

-

179

-

517

-

(342)

(7,302)

Profit for the year

10,963

3,406

2,195

674

(769)

37

517

1,299

6,673

24,995

Non-controlling interests

(2,708)

(937)

-

-

-

-

149

(403)

-

(3,899)

Profit attributable to equity holders of the Group***

8,255

2,469

2,195

(769)

37

666

896

6,673

21,096

 

 

*   The non-controlling interest charge is moved to operating profit due to underlying equity being defined as a conditional share award.

** These values represent put options accounted for as conditional share awards (£13,501k) and fair value adjustments to minority put option liabilities (£3,037k).

*** Headline earnings are profit attributable to equity holders of the Group after adding back the adjustments noted above. The increase is calculated as the difference between 2017 and 2018 measures. Headline operating margin is calculated as: Headline operating profit divided by net revenue. Headline operating margin excluding new businesses is calculated as: Headline operating profit after adding back the cost of businesses started divided by net revenue. 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Headline results and earnings per share continued

 

Year ended 31 December 2017

 2017

£000

Amortisation of acquired intangibles

£000

Impairment of acquired intangibles

£000

Deferred tax on acquired intangible US tax rate change

£000

Deferred tax on put options US tax rate change

£000

Revaluation of contingent consideration £000

Acquisition related

Remuneration

£000

Put option

Accounting

£000

Headline
results

£000

Billings

535,964

-

-

-

-

-

-

-

535,964

Revenue

251,481

-

-

-

-

-

-

-

251,481

Operating profit

5,335

2,021

5,214

-

-

40

614

13,501

26,725

Share of results of associates and JV

1,987

-

-

-

-

-

-

-

1,987

Finance income

3,326

-

-

-

-

-

-

(3,037)

289

Finance cost

(1,346)

-

-

-

-

-

-

-

(1,346)

Profit before taxation

9,302

2,021

5,214

-

-

40

614

10,464

27,655

Taxation

(4,736)

(671)

(1,804)

981

392

-

-

(996)

(6,834)

Profit for the year

4,566

1,350

3,410

981

392

40

614

9,468

20,821

Non-controlling interests

(1,894)

(365)

-

-

-

-

(591)

-

(2,850)

Profit attributable to equity holders of the Group***

2,672

985

3,410

981

392

40

23

9,468

17,971

 

 

 

 

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

3. Headline results and earnings per share continued

Basic and diluted earnings per share are calculated by dividing profit attributable to equity holders of the Group by the weighted average number of shares in issue during the year.

 

Year ended 31 December 2018

 

 

 

2018
£000

Headline 2018
£000

Profit attributable to equity shareholders of the Group

 

8,255

21,096

Basic earnings per share

 

 

 

 

 

Weighted average number of shares (thousands)

 

 

84,360

84,360

Basic EPS

 

 

 

9.79p

25.01p

Diluted earnings per share*

 

 

 

 

 

Weighted average number of shares (thousands) as above

 

84,360

84,360

Add

 

 

 

 

 

- Conditional shares without dividend rights

 

 

 

4,039

4,039

- Conditional shares with dividend rights**

 

 

 

1,500

1,500

- Contingent consideration

 

 

 

350

350

Total

 

 

 

90,249

90,249

Diluted earnings per share

 

 

 

9.15p

23.38p

             

 

* All the minority interest put options are non-dilutive as the exercise price approximates fair value of the underlying non-controlling interest.

** Conditional share with dividend rights are excluded from any calculation of conditional share awards that uses diluted EPS growth as a measure.

 

 

 

Year ended 31 December 2017

2017

£000

Headline

2017

£000

Profit attributable to equity shareholders of the Group

2,672

17,971

Basic earnings per share

 

 

Weighted average number of shares (thousands)

77,999

77,999

Basic EPS

3.43p

23.04p

Diluted earnings per share*

 

 

Weighted average number of shares (thousands) as above

77,999

77,999

Add

 

 

- Conditional shares without dividend rights

2,763

2,763

- Conditional shares with dividend rights**

3,829

3,829

- Contingent consideration

108

108

Total

84,699

84,699

Diluted earnings per share

3.16p

21.22p

 

* All the minority interest put options are non-dilutive as the exercise price approximates fair value of the underlying non-controlling interest.

** Conditional share with dividend rights are excluded from any calculation of conditional share awards that uses diluted EPS growth as a measure.

 

 

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

4. Segmental information

 

 

 

 

UK

Europe

Middle East and Africa

Asia and Australia

Americas

Total

Year ended 31 December 2018

 

 

£000

£000

£000

£000

£000

£000

Billings

 

 

211,523

60,190

38,876

170,460

126,415

607,464

Revenue

 

 

180,187

60,190

30,099

98,057

63,311

431,844

Net revenue

 

 

95,826

34,165

15,790

65,378

44,214

255,373

Operating profit excluding Group costs

 

 

17,408

5,497

1,167

6,409

5,957

36,438

Group costs

 

 

(5,618)

(71)

-

(333)

(89)

(6,111)

Operating profit

 

 

11,790

5,426

1,167

6,076

5,868

30,327

Share of results of associates and JV

 

 

2,354

(13)

-

433

51

2,825

Financial income and cost

 

 

(486)

(31)

83

90

(511)

(855)

Profit before taxation

 

 

13,658

5,382

1,250

6,599

5,408

32,297

Taxation

 

 

(2,107)

(1,879)

(260)

(1,909)

(1,147)

(7,302)

Profit for the year

 

 

11,551

3,503

990

4,690

4,261

24,995

Non-controlling interests

 

 

(1,331)

(452)

(389)

(1,189)

(538)

(3,899)

Profit attributable to equity shareholders of the Group

10,220

3,051

601

3,501

3,723

21,096

Headline basic EPS

 

 

 

 

 

 

 

25.01p

Non-cash costs included in headline operating profit:

 

 

 

 

 

 

Depreciation

 

 

(1,686)

(314)

(318)

(770)

(470)

(3,558)

Amortisation of software

 

 

(154)

(20)

(21)

(99)

-

(294)

Office locations

 

 

London

Paris
Milan
Berlin
Madrid
Geneva
Stockholm
Moscow
Istanbul

 

Johannesburg
 Cape Town
 Abu Dhabi
 Dubai
 Beirut
 Tel Aviv

Sydney
 Melbourne
 New Delhi
Bangalore
Islamabad
 Hong Kong
 Shanghai
 Tokyo
Kuala Lumpur
  Bangkok
 Singapore
Jakarta

New York
 Chicago
 Los Angeles
San Francisco
Mexico City
São Paulo

 

                     

 

 

Segmental results are reconciled to the income statement in note 3. Our segmental and headline results are one and the same. The above segments reflect the fact that our business is run on an operating unit basis. In accordance with IFRS 8 paragraph 12, we have aggregated our operating units into regional segments.

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

4. Segmental information continued

 

Segmental and headline income statement 2017

 

Year ended 31 December 2017

UK

£000

Europe

£000

Middle East
and Africa

£000

Asia and
Australia

£000

Americas

£000

Total

£000

Billings

169,299

59,037

27,207

132,007

148,414

535,964

Revenue

94,013

33,492

14,650

64,703

44,623

251,481

Operating profit excluding Group costs

15,149

5,187

1,568

7,733

3,385

33,022

Group costs

(5,821)

(71)

-

(339)

(66)

(6,297)

Operating profit

9,328

5,116

1,568

7,394

3,319

26,725

Share of results of associates and JV

1,633

3

-

351

-

1,987

Financial income and cost

(437)

(69)

11

48

(610)

(1,057)

Profit before taxation

10,524

5,050

1,579

7,793

2,709

27,655

Taxation

(1,478)

(1,604)

(421)

(2,110)

(1,221)

(6,834)

Profit for the year

9,046

3,446

1,158

5,683

1,488

20,821

Non-controlling interests

(813)

(721)

(534)

(1,189)

407

(2,850)

Profit attributable to equity shareholders of the Group

8,233

2,725

624

4,494

1,895

17,971

Headline basic EPS

 

 

 

 

 

23.04p

 

Non-cash costs included in headline operating profit:

 

 

 

 

 

 

Depreciation

1,386

357

371

576

389

3,079

Amortisation of software

70

37

11

93

-

211

Office locations

London

Paris

Milan

Berlin

Madrid

Geneva

Stockholm

Moscow

Istanbul

 

Johannesburg

Cape Town

Abu Dhabi

Dubai

Beirut

Tel Aviv

Sydney

Melbourne

New Delhi

Bangalore

Islamabad

Hong Kong

Shanghai

Tokyo

Kuala Lumpur

Bangkok

Singapore

New York

Chicago

Los Angeles

San Francisco

Mexico City

São Paulo

 

 

 

 

 

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

4. Segmental information continued

 

Segmental income statement translated at 2017 exchange rates

It is normal practice in our industry to provide constant currency results.

 

Had our 2018 results been translated at 2017 exchange rates then our constant currency results would have been:

 

 

UK

Europe

Middle East and Africa

Asia and Australia

Americas

Total

Year ended 31 December 2018

 

£000

£000

£000

£000

£000

£000

Billings

 

211,523

59,898

40,058

178,282

130,728

620,489

Revenue

 

180,187

59,898

31,016

102,677

65,762

439,540

Net revenue

 

95,826

34,055

16,273

68,534

46,046

260,734

Operating profit excluding Group costs

 

17,408

5,433

1,203

6,620

6,060

36,724

Group costs

 

(5,688)

(70)

-

(351)

(89)

(6,198)

Operating profit

 

11,720

5,363

1,203

6,269

5,971

30,526

Share of results of associates and JV

 

2,354

(18)

-

438

53

2,827

Financial income and cost

 

(487)

(31)

86

90

(530)

(872)

Profit before taxation

 

13,587

5,314

1,289

6,797

5,494

32,481

Taxation

 

(2,093)

(1,862)

(267)

(1,981)

(1,169)

(7,372)

Profit for the year

 

11,494

3,452

1,022

4,816

4,325

25,109

Increase/(decrease) in 2018 results caused by translation differences

 

57

51

(32)

(126)

(64)

(114)

 

 

The key currencies that affect us and the average exchange rates used were:

 

2018

2017

US dollar

1.3359

1.2884

Malaysian ringgit

5.3840

5.5370

Australian dollar

1.7860

1.6808

South African rand

17.6326

17.1503

Brazilian real

4.8669

4.1129

Euro

1.1305

1.1417

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

5. Net finance income / (costs)

 

Year ended 31 December

 

2018
£000

2017
£000

Bank interest receivable

 

 

272

200

Other interest receivable

 

1

89

Fair value adjustment to minority shareholder put option liabilities  

-

3,037

Financial income

 

 

273

3,326

Bank interest payable

 

 

(1,175)

(1,344)

Other interest payable

 

 

(182)

(2)

Fair value adjustment to minority shareholder put option liabilities   

(911)

-

Financial expense

 

 

(2,268)

(1,346)

Net finance (costs) / income 

 

(1,995)

1,980

 

 

6. Taxation

 

 

 

 

2018

2017

Year ended 31 December

 

 

£000

£000

 

 

 

 

 

 

Taxation in the year

 

 

 

 

- UK

 

 

 

2,140

1,689

- Overseas

 

 

 

6,478

5,286

Withholding taxes payable

 

 

-

21

Utilisation of previously unrecognised tax losses*

 

 

(25)

(817)

Adjustment for under / (over) provision in prior periods*

 

 

(482)

625

Total

 

 

 

8,111

6,804

 

 

 

 

 

 

Deferred taxation

 

 

 

 

Origination and reversal of temporary differences

 

 

(1,476)

(3,612)

Recognition of previously unrecognised tax losses**

 

 

-

(121)

Effect of changes in tax rates

 

 

-

1,665

Total

 

 

 

(1,476)

(2,068)

Total taxation

 

 

6,635

4,736

             

 

* In 2017 this mostly this relates to our US offices.

** Recognised to reflect the probable future corporation tax that we can reclaim.

 

 

M&C SAATCHI PLC

NOTES TO THE UNAUDITED PRELIMINARY CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

7. Dividends

 

 Year ended 31 December 

 

2018
£000

2017
£000

2017 final dividend paid 7.40p on 6 July 2018 (2016: 6.44p)

 

6,261

5,032

2018 interim dividend paid 2.45p on 9 November 2018 (2017: 2.13p)

2,117

1,716

 

 

 

8,378

6,748

         

 

The 2018 proposed final dividend of 8.51p, totalling £7,566,099. The final dividend will be paid, subject to shareholder approval at the 5 June 2019 AGM, on 5 July 2019 to shareholders on the register at 6 June 2019.

 

The dividends relate to the profit of the following years:

 

Year ended 31 December

 

2018

2017

 

 

 

£000

£000

Interim dividend paid 2.13p on 9 November 2018 (2017: 2.13p)

2,117

1,716

Final dividend payable 8.51p on 5 July 2019 (2017: 7.40p)

7,566

6,361

 

 

 

9,683

8,077

Headline dividend cover

 

2.2

2.3

 

 

Headline dividend cover is calculated by taking headline profit after tax attributable to equity shareholders and dividing it by the total dividends that relate to that year's profits. The Group seeks to maintain a long-term headline dividend cover of between 2 and 3. Retained profits are used to reinvest in the long term growth of the Group through funding working capital and Investing activities; and to repaying bank debt.

 

 

 


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Preliminary Results for 2018 - RNS