ADVENTIS GROUP PLC

 

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2004

 

Adventis Group plc (‘Adventis’ or ‘the Group’), the specialist multi-media marketing and advertising agency, today announces its maiden preliminary results for the year ended 31 December 2004 following the Group’s successful admission to AIM in July 2004.

 

KEY POINTS

 

·   Pre-tax profit up 83% at £0.77m (2003 - £0.42m)

·   Turnover up 32% at £12.09m (2003 - £9.16m)

·   Earnings per share up 29% at 2.20p (2003 - 1.70p) 

·   Final dividend of 0.40p per share making a total for the year of 0.85p per share

·   Net cash inflow from operating activities £0.67m

·   Acquisition of Affiniti (UK) Ltd, a specialised UK healthcare advertising agency, completed in January 2005

·   Successful launch of Adventis NMG Ltd in August 2004

·   Major client wins include the Hub in Birmingham, the South West Regional Development Agency (SWERDA) in Cardiff and St James Homes, complementing existing clients such as Allied London Properties, BAA MacArthur Glen, Savills and ING Real Estate

 

Peter Mitchell, Chairman of Adventis Group plc, commented:

 

“2004, and particularly our first six months as a publicly quoted company, has been extremely encouraging with not only a significant rise in both turnover and profit, but also with the achievement of the early part of our long-term strategy through the announcement of a significant joint venture and a major acquisition.

 

The Group’s strategy at flotation was to expand its marketing services offering with a strong focus on the property, healthcare and financial services sectors.  We have made significant progress to this end in the last year through both organic and new venture growth and we are confident of continuing this through 2005.”

 

Enquiries:

 

Charles Phillpot, Chief Executive Officer            Fiona Mulcahy, Justin Griffiths

Adventis Group plc                                            Citigate Dewe Rogerson

Tel: 020 7034 4750                                            Tel: 020 7638 9571

 

Paul Dudley

WH Ireland Limited

Tel: 020 7397 3225


 

Chairman’s Statement

 

This is my first statement as Chairman of Adventis Group plc having been appointed on 19 April 2004 prior to the flotation on 1 July 2004.  2004, and particularly our first six months as a publicly quoted company, has been extremely encouraging with not only a significant rise in both turnover and profit, but also with the achievement of the early part of our long-term strategy through the announcement of a significant joint venture and a major acquisition.

 

It is pleasing to note that, in a year when the management had to focus on a flotation, both continued successful business performance and long term strategic development could be achieved.  This is encouraging for our future business plans and reflects the strength of talent within Adventis.

 

Today, the Group consists of five operating companies in two locations employing 70 people providing a broad range of marketing services to a large range of clients.  

 

The successful launch of Adventis NMG Ltd, as a venture with NMG Financial Services Consulting Ltd, represents the beginning of our strategy to offer a full range of services to the financial services industry.  The acquisition of Affiniti (UK) Ltd, a specialised UK healthcare advertising agency, was completed after the end of the 2004 financial year.  It builds on the foothold the Group had already built in this profitable market and is likely to act as the vehicle for all future healthcare activity.

 

The Group comprises a talented and commercial team.  The past year has been a turning point for the Group in terms of funding and strategy.  Trading in 2005 has made a positive start and is ahead of last year and therefore the outlook for 2005 remains encouraging.  Our existing businesses continue to perform well and we look forward to announcing further corporate activity in the near future.

 

Peter Mitchell

Chairman


Chief Executive Officer’s Statement

 

I am pleased to report a strong set of maiden preliminary results for the year ended 31 December 2004.  Group billings of £12.09m were up 32% (2003: £9.16m) and pre-tax profit of £0.77m was up 83% (2003: £0.42m).  In addition, we benefited from healthy margins and strong cash flow.

 

The earnings per share for 2004 of 2.2p was ahead of the previous year at 1.7p.  The Board is recommending a final dividend of 0.40p per share, making a total for the year of 0.85p.

 

The Group operates in a highly competitive market place. The diversified marketing services industry is highly labour intensive reflecting the reliance on creative skill and knowledge. There is a rising demand for specialists in various marketing fields. Our revenues are generated predominantly in the form of fees for project specific work.  It is against this background that I am pleased to report results that reflect the hard work of all the team at Adventis.

 

Business Strategy

 

The Group enjoyed a more buoyant market and most areas of the business were able to generate higher revenues at good margins.  Since our admission to AIM on 1 July 2004, where we raised £2.60m net of expenses for the Group, we have pursued our business strategy of increasing the market share for our media services in the residential and commercial property sectors.  Furthermore, we continue to expand the services we provide in our other target markets, currently comprising the financial services and healthcare sectors.

 

Acquisitions and Joint Ventures

 

In August 2004, we formed Adventis NMG Ltd as a venture with NMG Financial Services Consulting Ltd, a highly specialised management consulting firm, providing a comprehensive range of services to the global financial industry.  The NMG global network has unrivalled access to financial institutions with clients such as ISIS, Scottish Widows, Charcol and HBOS and is able to act as a very effective business introducer.

 

In early January 2005, we completed the acquisition of Affiniti (UK) Ltd, a specialised UK healthcare advertising agency with clients such as Allergan, sanofi pasteur MSD, Chiron Vaccines, Eden Biopharm, Leo Pharma, Napp and Serono.  This acquisition builds on the foothold Adventis Group already has in this profitable market and is likely to act as the vehicle for all future healthcare activity.

 

Operational Review

 

The following is a summary of activity by business sector for the year ended 31 December 2004.

 

Residential Property Marketing Sector

 

Our residential property marketing sector has a broad base of clients from international names such as Savills to UK developers such as Capital & Provident, Galliard and Devington Homes.  This sector, which returns encouraging margins, continues to provide a broad range of consultancy and creative services across the industry.

 

Commercial Property Marketing Sector

 

Our commercial property marketing sector won several major long-term projects in 2004 such as the Hub in Birmingham and the South West Regional Development Agency (SWERDA) in Cardiff.  These project successes continue to give the business a positive order book for the current year.  Margins remained under pressure in this competitive business area.

 

Media Planning and Buying Sector

 

Our media planning and buying sector has full NPA (Newspapers Publishing Association) recognition.  Media broking is highly cash generative and works very much in tandem with our residential property marketing sector’s creative business.  Business volumes continue to grow at good margins.

 

Financial Services Sector

 

The new venture, Adventis NMG Ltd, which specialises in financial services, commenced trading in September 2004 and traded profitably for the period ended 31 December 2004.  A senior executive from a similar organisation was recruited and has been successful in exploiting the many leads generated by Adventis NMG Ltd.  A series of projects were concluded in 2004 and the outlook is positive for 2005.

 

Outlook

 

Since our flotation on AIM, the Group has enjoyed a higher profile within the industry and national media.  This increased awareness greatly facilitates our mergers and acquisitions activity.

 

All staff serving at the time of the flotation participated in a share option scheme and this has contributed to excellent staff morale and retention.

 

Our strong cash flow and balance sheet will assist and help to support further strategic developments and we continue to explore ways of growing the Group while ensuring our profit record is maintained.

 

Charles Phillpot

Chief Executive Officer

 

Consolidated profit and loss account

Year ended 31 December 2004

 

 

 

Unaudited

Audited

 

 

2004

2003

 

Notes

£’000

£’000

 

 

 

 

Turnover

2

12,087

9,159

 

 

 

 

Operating Profit

2

625

418

 

 

 

 

Net interest receivable

 

148

1

 

 

 

 

Profit on ordinary activities before taxation

 

773

419

 

 

 

 

Tax on profit on ordinary activities

 

(214)

(86)

 

 

 

 

Profit on ordinary activities after taxation

 

559

333

 

 

 

 

Minority Interest

 

(1)

-

 

 

 

 

Profit for the financial year

 

558

333

 

 

 

 

Dividends

4

(278)

(297)

 

 

 

 

Retained profit for the financial year

10

280

36

 

 

 

 

Earnings per share

 

 

 

Basic earnings per ordinary share

3

2.2p

1.7p

 

 

 

 

Diluted earnings per ordinary share

3

2.0p

1.6p

 

Balance sheet

As at 31 December 2004

 

 

 

Group

Company

 

 

Unaudited

Audited

Unaudited

Audited

 

 

 2004

 2003

 2004

 2003

 

Notes

£’000

£’000

£’000

£’000

Fixed assets

 

 

 

 

 

Intangible assets           

 

 

 

 

 

- goodwill

 

242

259

-

-

- negative goodwill

 

(42)

(45)

-

-

 

 

 

200

 

214

 

-

 

-

 

 

 

 

 

 

Tangible assets

 

184

157

175

145

Investments

 

-

-

57

57

 

 

 

 

 

 

 

 

384

371

232

202

Current assets

 

 

 

 

 

Work in progress

 

5

-

-

-

Debtors

6

2,218

1,972

1,235

972

Cash at bank and in hand

 

3,183

501

2,766

-

 

 

 

 

 

 

 

 

5,406

2,473

4,001

972

Creditors - amounts falling due within one year

 

7

 

(1,878)

 

(1,808)

 

(884)

 

(866)

 

 

 

 

 

 

Net current assets

 

3,528

665

3,117

106

 

 

 

 

 

 

Total assets less current liabilities

 

 

3,912

 

1,036

 

3,349

 

308

 

 

 

 

 

 

Creditors - amounts falling due after more than one year

 

8

 

(10)

 

(7)

 

(10)

 

(7)

 

 

 

 

 

 

Provisions for liabilities and charges

 

 

(5)

 

(5)

 

(5)

 

(7)

 

 

 

 

 

 

Net assets

 

3,897

1,024

3,334

294

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

Called up share capital

9

79

50

79

50

Share premium account

10

2,563

-

2,563

-

Capital redemption reserve

10

200

200

200

200

Other reserves

10

20

20

20

20

Profit and loss account

10

1,034

754

472

24

Equity shareholders’ funds

 

3,896

1,024

3,334

294

Equity minority interests

 

1

-

-

-

 

 

3,897

1,024

3,334

294

 

Consolidated cash flow statement

Year ended 31 December 2004

 

 

 

Unaudited

Audited

 

 

2004

2003

 

Notes

£’000

£’000

 

 

 

 

Net cash inflow from operating activities

11

667

890

 

 

 

 

Returns on investment and servicing of finance

 

 

 

Interest received

 

65

3

Interest element of finance leases

 

(2)

(2)

 

 

 

 

Net cash inflow from returns on investments and servicing of finance

 

 

 

63

 

1

 

 

 

 

Taxation

 

(46)

(131)

 

 

 

 

Capital expenditure

 

 

 

Purchase of tangible fixed assets

 

(72)

(35)

 

 

 

 

Net cash outflow from capital expenditure

 

(72)

(35)

 

 

 

 

Equity dividends paid to shareholders

 

(64)

(297)

 

 

 

 

Net cash inflow before use of liquid resources and financing

 

548

428

 

 

 

 

Financing

 

 

 

Issue of ordinary share capital

 

2,592

-

Capital element of finance lease rental payments

 

(8)

(6)

 

 

 

 

Increase in cash

 

3,132

422

 


 

Reconciliation of movements in equity shareholders’ funds
Year ended 31 December 2004

 

Group

Company

 

 

Unaudited

Audited

Unaudited

Audited

 

 2004

 2003

 2004

                2003

 

£’000

£’000

£’000

£’000

 

 

 

 

 

Profit for the financial year

558

333

726

706

Dividends

(278)

(297)

(278)

(297)

 

Retained profit for the year

 

280

 

36

 

448

 

409

Issue of ordinary shares

2,592

-

2,592

-

Issue of share options

-

20

-

20

 

Net movement in the year

 

2,872

 

56

 

3,040

 

429

Shareholders’ funds at start of year

1,024

968

294

(135)

 

Shareholders’ funds at end of year

 

3,896

 

1,024

 

3,334

 

294

 


1          Basis of preparation

 

The preliminary statement is not the company’s statutory accounts. The statutory accounts for the year ended 31 December 2003 have been delivered to the Registrar of Companies and received an audit report which was unqualified and did not contain statements under s237(2) or (3) of the Companies Act 1985. The accounts for the year ended 31 December 2004 have not yet been delivered to the Registrar of Companies and the auditors have not yet reported thereon.

 

2            Operating profit

 

Unaudited

Audited

 

 2004

 2003

 

£’000

£’000

 

 

 

Turnover (all UK origin)

12,087

9,159

Staff costs

(2,432)

(2,065)

Depreciation:

 

 

    Owned assets

(56)

(41)

    Leased assets

(5)

(10)

Amortisation of purchased goodwill

(17)

(18)

Negative goodwill amortised

3

3

Other operating charges

(8,955)

(6,610)

 

 

 

Operating profit

625

418

 

 

 

Operating profit is stated after charging

 

 

 

Auditors’ remuneration:

- Audit services

- Non-audit services

30

72

12

3

Operating lease rentals:

- Plant & equipment

- Other

5

213

2

96

 

3             Earnings per share

 

Basic earnings per share is based on the profit on ordinary activities after taxation of £558,000 (2003: £333,000) and on 25,789,474 (2003: 20,000,000) being the weighted average number of shares in issue during the period. 

 

Diluted earnings per share is based on the profit on ordinary activities after taxation of £558,000 (2003: £333,000) and on 27,654,387 (2003: 21,052,632) being the diluted weighted average number of shares in issue during the period. 

 

 

Unaudited

Audited

 

 2004

 2003

 

 

 

Basic earnings per share

2.2p

1.7p

 

 

 

Diluted earnings per share

2.0p

1.6p

 

4       Dividends

 

Unaudited

Audited

 

 2004

 2003

 

£’000

£’000

First interim ordinary dividend paid

84

297

Second interim ordinary dividend paid

64

-

Final ordinary dividend proposed

130

-

 

 

 

Total ordinary dividends paid and proposed

278

297

 

 

5        Investments – Company

 

Subsidiary undertakings

The principal subsidiary undertakings of the company and their principal activities are shown below.  They have share capitals wholly comprising of ordinary shares. All the companies are registered in England and Wales, operate in the UK and are consolidated into the group accounts.

 

Subsidiary undertakings

Principal activity

Holding

Gilbert Doyle Oakmont Limited

Advertising and marketing services

100%

Premium Media Limited

Media planning and buying services

100%

Property Marketing Company Limited

Advertising and marketing services

100%

Adventis NMG Limited

Advertising and marketing services

51%

           

 

6       Debtors

 

Group

Company

 

Unaudited

Audited

Unaudited

Audited

 

 2004

 2003

 2004

 2003

 

£’000

£’000

£’000

£’000

 

 

 

 

 

Trade debtors

2,103

1,432

5

-

Amounts owed by parent undertaking

-

509

-

-

Amounts owed by subsidiary undertakings

-

-

1,118

949

Other taxes and social security

12

-

12

3

Corporation tax

-

11

-

-

Prepayments and accrued income

103

20

100

20

 

 

 

 

 

 

2,218

1,972

1,235

972

 

7            Creditors - amounts falling due within one year

 

Group

Company

 

Unaudited

Audited

Unaudited

Audited

 

2004

2003

2004

2003

 

£’000

£’000

£’000

£’000

 

 

 

 

 

Bank loans and overdrafts

9

459

6

373

Obligations under finance leases and hire purchase contracts

11

6

11

6

Trade creditors

365

142

156

23

Corporation tax

157

-

8

-

Proposed dividend

130

-

130

-

Other taxation and social security

195

155

5

5

Other creditors

117

80

1

1

Accruals and deferred income

894

966

567

458

 

 

 

 

 

 

1,878

1,808

884

866

 

8            Creditors - amounts falling due after more than one year

 

Group

Company

 

Unaudited

Audited

Unaudited

Audited

 

2004

2003

2004

 2003

 

£’000

£’000

£’000

£’000

 

 

 

 

 

Obligations under finance leases and hire purchase contracts

10

7

10

7

 

9            Share capital

 

2004

2004

2003

2003

 

£’000

No. shares

£’000

No. shares

Authorised

 

 

 

 

Ordinary shares of 0.25 pence each

150

60,000,000

-

-

“A” Ordinary shares of £1 each

-

-

40

39,630

“B” Ordinary shares of £1 each

-

-

13

13,000

Preference shares of £1 each

-

-

400

400,000

 

 

 

 

 

Allotted, called up and fully paid

 

 

 

 

Ordinary shares of 0.25 pence each

79

31,578,948

-

-

“A” Ordinary shares of £1 each

-

-

37

37,000

“B” Ordinary shares of £1 each

-

-

13

13,000

Preference shares of £1 each

-

-

-

-

 

79

 

50

 

 

On 1 July 2004 the Company was admitted to AIM. Prior to admission all the “B” Ordinary shares were converted to “A” Ordinary shares and 2,360 “A” Ordinary shares were issued to Sigma Technology Management Limited. Subsequent to these events, but immediately prior to admission, each “A” Ordinary share was sub-divided into 400 new Ordinary shares of 0.25pence each.

 

Prior to admission the Company’s issued share capital was 21,052,632 ordinary shares of 0.25 pence. On admission a further 10,526,316 shares were issued for cash at a nominal value of £26,315. These shares were issued at a price of 28.5 pence per share, generating a share premium of £2,973,684. From this premium, costs of the admission amounting to £410,557 have been deducted, leaving a share premium account totalling £2,563,127 (also see note 10).

 

10          Reserves

 

 

 

Group

Share

premium

account

£’000

Capital redemption reserve

£’000

Other reserves

£’000

Profit and loss account

£’000

 

 

Total

£’000

 

 

 

 

 

 

 
At 1 January 2004

 

-

 

200

20

754

 

974

 
Retained profit for the year

 

-

 

-

-

280

 

280

Shares issued

2,974

-

-

-

2,974

Issue costs

(411)

-

-

-

(411)

 
 

 

 

 

 

 

 

 

At 31 December 2004

2,563

200

20

1,034

3,817

 

 

 

 

Company

Share

premium

account

£’000

Capital redemption reserve

£’000

Other reserves

£’000

Profit and loss account

£’000

 

 

Total

£’000

 

 

 

 

 

 

 
At 1 January 2004

 

-

 

200

20

24

 

244

 
Retained profit for the year

 

-

 

-

-

448

 

448

Shares issued

2,974

-

-

-

2,974

Issue costs

(411)

-

-

-

(411)

 

 

 

 

 

 

 

 

At 31 December 2004

2,563

200

20

472

3,255

 


11          Reconciliation of operating profit to net cash inflow from operating activities

 

Unaudited

Audited

 

2004

£’000

2003

£’000

 

 

 

Operating profit

625

418

Issue of share options

-

15

Depreciation of tangible assets

61

51

Amortisation of intangible fixed assets

17

18

Negative goodwill amortised

(3)

(3)

(Increase)/decrease in work in progress

(5)

1

(Increase)/decrease in debtors

(257)

221

Increase in creditors

229

169

 

 

 

Net cash inflow from operating activities

667

890

 

12          Analysis of net funds/(debt)

 

 

31 December

2004

£’000

 

Cash movements

£’000

Other

non- cash changes

£’000

 

31 December

2003

£’000

 

 

 

 

 

Cash at bank and in hand

3,183

2,682

-

501

Overdrafts

(9)

450

-

(459)

Finance leases

(21)

8

(16)

(13)

 

 

 

 

 

Total

3,153

3,140

(16)

29

 

13          Post balance sheet event

On 4 January 2005 Adventis Group plc acquired 100% of the share capital of Affiniti (UK) Limited, a company providing marketing services to the healthcare industry.