TIDMMCM

RNS Number : 2833D

Motivcom PLC

27 March 2014

 
 27 March 2014 
 

Motivcom plc

("Motivcom", "the Company" or "the Group")

Final Results for the year ended 31 December 2013

Motivcom plc (AIM:MCM), a leading business services group offering incentives & loyalty expertise and meetings & event management services to major blue-chip corporate clients, is pleased to announce its final results for the year ended 31 December 2013.

HIGHLIGHTS

   --    Headline operating profit* increased by 5% to GBP4,375,000 (2012: GBP4,147,000) 
   --    Headline profit before tax increased by 6% to GBP4,359,000 (2012: GBP4,121,000) 
   --    Headline basic earnings per share++ increased by 11% to 12.00 pence (2012: 10.79 pence) 
   --    Operating profit increased by 7% to GBP2,900,000 (2012: GBP2,713,000) 
   --    Profit before tax increased by 13% to GBP2,817,000 (2012: GBP2,502,000) 
   --    Basic earnings per share increased by 5 % to 6.86 pence (2012: 6.52 pence) 

-- Proposed final dividend of 3.6 pence per share to be paid on 18 June 2014, making a total dividend of 5.4 pence per share (2012: 4.5 pence per share), an increase of 20%

-- Net cash balances at 31 December 2013 of GBP6,388,000 (2012: GBP11,993,000) having accounted for, inter alia, April 2013 share tender offer cost of GBP3,364,000

*Operating profit of GBP2,900,000 (2012: GBP2,713,000) plus amortisation and impairment of intangible assets of GBP1,500,000 (2012: GBP2,075,000) and acquisition expenses of GBPnil (2012: GBP59,000) less contingent consideration adjustment credit of GBP25,000 (2012: GBP700,000).

Profit before tax of GBP2,817,000 (2012: GBP2,502,000) plus amortisation and impairment of intangible assets of GBP1,500,000 (2012: GBP2,075,000), acquisition expenses of GBPnil (2012: GBP59,000) and unwinding of discount relating to contingent consideration liability of GBP67,000 (2012: GBP185,000), less contingent consideration adjustment credit of GBP25,000 (2012: GBP700,000).

++ See reconciliation in Note 5

Commenting on the results, Colin Lloyd, Chairman of Motivcom plc, said: "The Board is pleased to announce an increase in headline operating profit during the period, although budgetary pressures have continued to impact the Meetings and Events business, resulting in the overall outcome for the year being slightly lower than the Board's expectations. The Group continues to make good progress on its stated five year strategy, with the Motivation division performing particularly well, increasing headline operating profit by 72%, and the Employee Benefits market also seeing uplift during the period, particularly in the SME sector.

Given the Group's strong cash balance and ongoing cash generation, the Board has proposed a final dividend of 3.6 pence, a 20% increase over 2012. The Group is cautiously optimistic about the Group's prospects, assuming no material change to the economic environment."

- Ends -

For further information:

 
 Motivcom 
 Sue Hocken                Tel: +44 (0) 845 053 5529 
 sue.hocken@motivcom.com            www.motivcom.com 
 
 
 Grant Thornton Corporate Finance 
 Philip Secrett / Salmaan Khawaja /   Tel: +44 (0)207 383 5100 
  Jamie Barklem 
 philip.j.secrett@uk.gt.com                       www.gtuk.com 
 
 
 Numis Securities Limited 
 David Poutney/James Serjeant   Tel: +44 (0)207 383 5100 
 

Media enquiries:

 
 Abchurch 
 Joanne Shears / Quincy Allan       Tel: +44 (0) 207 398 7710 
 joanne.shears@abchurch-group.com      www.abchurch-group.com 
 

CHAIRMAN'S STATEMENT

I am pleased to report that the results for the year to 31 December 2013 show an increase over the outcome for 2012, albeit slightly below the Board's expectations. As set out in the interim report for the period ended 30 June 2013, the event management and live production areas have continued to see budgetary pressures and reducing numbers of delegates impacting volume, average spend per head and profitability. Whilst a flat performance was expected for the events business area in 2013, the final outturn was impacted by lower than expected new business intake in this area towards the end of the year. The Board remains cautious about the levels of new events business in the Meetings & Events business.

The Group remains cash generative and maintains a strong balance sheet with average net cash of circa GBP3 million which enables the continuation of a progressive dividend policy. The April 2013 share tender offer successfully returned GBP3.3 million of cash to shareholders.

Financial update

Headline operating profit increased by 5% to GBP4,375,000 (2012: GBP4,147,000) on a gross profit that decreased by 2% to GBP28,717,000 (2012: GBP29,317,000). Headline profit before tax increased by 6% to GBP4,359,000 (2012: GBP4,121,000). Headline basic earnings per share increased by 11% to 12.00 pence (2012: 10.79 pence).

Net cash balances stood at GBP6,388,000 (2012: GBP11,933,000) after the Company's share tender offer in April 2013 which cost GBP3.4 million. The 2012 net cash balance contained an exceptional GBP3.5 million of cash relating to client pass through costs that were paid out in early January 2013.

Dividends

In view of the cash generative nature of the Group's business, the Company proposes a final dividend for 2013 of 3.6 pence per share. This makes a total dividend per share of 5.4 pence for 2013 (2012: total dividend of 4.5 pence), an increase of 20%. This final dividend will be paid on 18 June 2014 to shareholders on the register at close of business on 4 April 2014.

The Board intends to grow the dividend in real terms whilst aiming for earnings cover of two times over the medium term.

Strategy

As stated in my previous reports the Board has set a clear and achievable five year strategy for the Group covering people and client development, new products and services as well as executing appropriate acquisitions as they arise. This strategy is being met through the various developments set out in this report. The Board believes that the strategy will continue to build on the core strengths of the Group and places Motivcom in an excellent position to take advantage of the reported upturn in the economy.

Divisional Reports

Motivation

The Motivation division increased gross profit by 18% to GBP6.9 million and divisional headline operating profit increased by 72% to GBP2.6 million. The increase in gross profit has dropped directly to the operating profit of the division reflecting the upside of growing scale in the operation combined with tight cost control. Whilst some modest investment in operating resources will be required in 2014 to meet the demands of a growing client base, the division maintains a positive outlook.

Motivation programme activity developed well in 2013; our clients continue to recognise the positive impact of employee engagement on productivity, customer satisfaction and employee attrition. In response to slow decision making in terms of new business, there was an increased focus on existing client development which proved fruitful. In addition our increasing expertise in digital marketing for new business lead generation is working well, and a number of new client wins in early 2014 is testament to that success.

Voucher and gift card volumes were down 3% on 2012 to GBP66 million. Whilst slightly disappointing this is more a reflection of certain one off voucher based promotions in early 2012 rather than a poor 2013. Operational efficiencies were delivered from a continued migration from paper vouchers to plastic gift cards with 49% of the volume on plastic at the end of 2013. A strong end to the year indicates a positive sentiment from our wide client base in this area.

Following a slightly hesitant start to the year, Spree, the Group's prepaid MasterCard(R) product, has continued to expand. In 2013, load values were up 10% to GBP184 million (2012: GBP170 million). This growth was primarily driven by the expansion of existing card programmes which also benefited from improved profitability as the investment in data analytics and marketing to our existing cardholder base showed good returns.

Promotions

In the Promotions division, gross profit increased by 9% to GBP9.3 million but divisional headline operating profits fell by 26% from GBP1 million to GBP0.8 million. The operating loss in Summersault Communications widened by GBP0.1 million in 2013 and final margins in fixed fee business were lower than expected.

Employee Benefits

All Employee Benefit markets continued to see healthy growth in 2013. The SME market remained strong, with employers looking to provide more to staff without significant cost. We also re-enforced our position in the Public sector, both winning a number of significant new contracts and also retaining existing ones. Innovation and market leading product led to a record year for new business intake and retention levels for our existing clients exceeded expectations. Testimony to this was our award for 'Best Voluntary Benefits provider of the Year' at the Workplace Savings and Benefits Awards in October 2013.

2013 was another good year for Allsave, the Group's flagship child care provider despite pressure on fee rates due to a highly competitive market place and a reduction in voucher value for higher rate taxpayers. Pleasingly the number of scheme members grew by 11% which we believe outperformed the market. Client retention remains a major strength in the business as client relationships are secured and enhanced through excellent customer service and client activity. As a result we continue to grow existing schemes year on year. With the announcement of the new Tax Free Childcare ("TFC") Scheme by the Government from autumn 2015, Allsave has been working closely with HMRC in the TFC consultation process, to input into the design of the new TFC scheme.

The outlook for 2014 looks particularly promising for this area of the business. Our Intermediary relationships are strengthening and marketing campaigns are resulting in a healthy pipeline of leads with good conversion expected. Quarter 2 will see the launch of a portfolio of salary sacrifice products and voluntary benefits which will secure our commitment to the B2B market to both existing clients and new prospects.

Sales Promotion

2013 was both a challenging and positive year for fixed fee sales promotions at P&MM. Sales were strong but margins were lower than anticipated. We nevertheless ended the year with good figures and a positive outlook.

The Board is confident about 2014 as we have recently recruited some particularly experienced business developers. We continue to look at business structures in order to improve both our profitability and client service and have exciting development opportunities with long term clients that should help us have a strong year.

Treatme, our in house experience and activity brand, has bedded into the Group, meeting the challenges of its relocation from Chester to Milton Keynes and the employment of a whole new customer service team. We began implementing a strategy of becoming a market leading player through a new website, improved customer journey and increased breadth and depth of product offering, whilst maintaining a firm control on marketing costs. Treatme is now in a very advantageous position to move forward and 2014 is already looking positive with all the key KPIs improving.

Our Entice customer loyalty proposition was significantly re-engineered during the course of the year which resulted in excellent new client confirmations in the latter part of 2013 for delivery in 2014. Further major investment is being made in the product and talent during 2014 from which we expect to deliver further continued growth during the year.

Overall, although the markets we operate in remain very competitive, we are confident we can continue to outperform the market.

Meetings & Event Management

Gross profit in the Events division fell by 18% to GBP12.2 million and divisional headline operating profits decreased by 50% to GBP0.9 million. Whilst venue find volumes were 24% above budget the event and live production areas continued to see budgetary pressures and reducing numbers of delegates impacting volume, average spend per head and profitability. Expected new business intake towards the end of the year in this area was also lower than expected.

2013 has been a year of evolution for the Meetings and Events division. Following a fundamental strategic review, the business is being reorganised under one primary brand, Zibrant, and into three core operating areas. These will focus on meeting booking, meeting management and creative production and communications. These core functions will provide each market sector with more specialist skill sets and provide more clarity of message to prospective clients.

Gross profit in 2014 is expected to be maintained at the 2013 level. Our cost reduction programme continued in 2013 and will continue into 2014 as we re-engineer and right-size the business.

During this time we have also invested in the Events division, recruiting new creative talent into our live creative production area to strengthen our competitive offering and win new business. In the meetings booking area we are investing in new software to improve the product offering and reduce cost of delivery.

The anticipated upturn in the events business has, to date, not materialised and the Board remains cautious about the Meeting & Events area of the business. However, there has been a gradual recovery in the meeting booking environment which we expect to continue into 2014 and beyond. This recovery coupled with the continued restructure of our event management services provides a platform for medium term growth.

Outlook

The Group is cautiously optimistic about the Group's prospects, assuming no material change to the economic environment.

Colin Lloyd

Chairman

26 March 2014

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                                  Year ended      Year ended 
                                                          31              31 
                                               December 2013   December 2012 
                                        Note          GBP000          GBP000 
 
 Revenue                                 2            95,990         106,590 
 Cost of sales                                      (67,273)        (77,273) 
                                              --------------  -------------- 
 Gross profit                                         28,717          29,317 
 Administrative expenses                            (24,342)        (25,170) 
 Amortisation and impairment of 
  intangibles                                        (1,500)         (2,075) 
 Acquisition expenses                                      -            (59) 
 Contingent consideration adjustment                      25             700 
                                              --------------  -------------- 
 Operating profit                                      2,900           2,713 
 Interest expense                        3             (151)           (291) 
 Interest income                                          68              80 
                                              --------------  -------------- 
 Profit before income tax                              2,817           2,502 
 Income tax expense                      4             (896)           (572) 
                                              --------------  -------------- 
 Profit for the period                                 1,921           1,930 
                                              ==============  ============== 
 
 Attributable to: 
 Equity holders of the Company                         1,921           1,930 
                                              ==============  ============== 
 
 Earnings per share for profit 
  attributable to the equity holders 
  of the Company during the year 
  (expressed in pence) 
 - basic                                 5              6.86            6.52 
                                              ==============  ============== 
 - diluted                               5              6.81            6.35 
                                              ==============  ============== 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                       Year ended      Year ended 
                                               31              31 
                                    December 2013   December 2012 
                                           GBP000          GBP000 
 
 Profit for the period                      1,921           1,930 
 
 Other comprehensive income: 
 Items that will be reclassified 
  subsequently to profit or loss 
 Deferred tax on property                      52              42 
                                   --------------  -------------- 
 Other comprehensive income, net 
  of tax                                       52              42 
                                   --------------  -------------- 
 
 Total comprehensive income for 
  the period                                1,973           1,972 
                                   ==============  ============== 
 
 Attributable to: 
 Equity holders of the Company              1,973           1,972 
                                   ==============  ============== 
 

CONSOLIDATED BALANCE SHEET

AT 31 DECEMBER 2013

 
                                          Year ended     Year ended 
                                                  31    31 December 
                                       December 2013           2012 
                                              GBP000         GBP000 
 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                 4,433          4,623 
 Intangible assets                            22,149         23,649 
                                     ---------------  ------------- 
                                              26,582         28,272 
                                     ---------------  ------------- 
 Current assets 
 Inventories                                     798            743 
 Trade and other receivables                  24,241         22,475 
 Cash and cash equivalents                    10,188         13,933 
                                     ---------------  ------------- 
                                              35,227         37,151 
                                     ---------------  ------------- 
 
 
 Total assets                                 61,809         65,423 
                                     ===============  ============= 
 
 EQUITY 
 Capital and reserves attributable 
  to the Company's equity holders 
 Share capital                                   140            155 
 Share premium account                         9,944          9,944 
 Own shares                                  (1,016)        (1,083) 
 Capital redemption reserve                       15              - 
 Other reserves                                   75             75 
 Retained earnings                            10,872         13,696 
                                     ---------------  ------------- 
 Total equity                                 20,030         22,787 
                                     ===============  ============= 
 
 LIABILITIES 
 Non-current liabilities 
 Borrowings                                    1,594          1,800 
 Deferred income tax liabilities                 362            329 
 Provisions                                        -            267 
                                     ---------------  ------------- 
                                               1,956          2,396 
                                     ---------------  ------------- 
 
 Current liabilities 
 Trade and other payables                     36,938         39,455 
 Current income tax liabilities                  245            138 
 Borrowings                                    2,193            200 
 Provisions                                      447            447 
                                     ---------------  ------------- 
                                              39,823         40,240 
                                     ---------------  ------------- 
 
 Total liabilities                            41,779         42,636 
                                     ===============  ============= 
 
 Total equity and liabilities                 61,809         65,423 
                                     ===============  ============= 
 

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                                      Year ended     Year ended 
                                                              31    31 December 
                                                   December 2013           2012 
                                           Note           GBP000         GBP000 
 
 Cash flows from operating activities 
 
 Cash generated from operations               7              636          8,662 
 Interest paid                                              (97)           (89) 
 Income tax paid                                           (752)        (1,110) 
                                                 ---------------  ------------- 
 Net cash (used in)/generated from 
  operating activities                                     (213)          7,463 
                                                 ---------------  ------------- 
 
 Cash flows from investing activities 
 
 Acquisition of subsidiaries, net 
  of cash acquired                                         (309)          (552) 
 Purchases of property, plant and 
  equipment (PPE)                                          (401)          (239) 
 Proceeds on disposal of PPE                                   -            658 
 Interest received                                            68             80 
                                                 ---------------  ------------- 
 Net cash used in investing activities                     (642)           (53) 
                                                 ---------------  ------------- 
 
 Cash flows from financing activities 
 
 Payment of dividends                                    (1,393)        (1,287) 
 Payments to acquire own shares                          (3,364)           (91) 
 Proceeds from issue of shares                                67            262 
 Repayments of borrowings                                  1,800        (3,550) 
                                                 ---------------  ------------- 
 Net cash used in financing activities                   (2,890)        (4,666) 
                                                 ---------------  ------------- 
 
 Net (decrease)/increase in cash 
  and cash equivalents                                   (3,745)          2,744 
 Cash and cash equivalents at beginning 
  of period                                               13,933         11,189 
                                                 ---------------  ------------- 
 Cash and cash equivalents at end 
  of period                                               10,188         13,933 
                                                 ===============  ============= 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2013

 
                                       Share      Share       Own       Capital       Other    Retained       Total 
                                     capital    premium    shares    redemption    reserves    earnings      equity 
                                      GBP000     GBP000    GBP000        GBP000      GBP000      GBP000      GBP000 
 
   Balance at 1 January 
   2012                                  155      9,944   (1,254)             -          75      13,026      21,946 
 Dividends paid                            -          -         -             -           -     (1,287)     (1,287) 
 Share based payments                      -          -         -             -           -          24          24 
 Own shares disposed 
  of on exercise of 
  options                                  -          -       262             -           -           -         262 
 Purchase of own shares                    -          -      (91)                         -           -        (91) 
 Deferred tax on equity 
  share based payments                     -          -         -             -           -        (39)        (39) 
                                   ---------  ---------  --------  ------------  ----------  ----------  ---------- 
 Transactions with 
  owners                                   -          -       171             -           -     (1,302)     (1,131) 
                                   ---------  ---------  --------  ------------  ----------  ----------  ---------- 
 Profit for the period                     -          -         -             -           -       1,930       1,930 
 Other comprehensive 
  income: 
 
   *    Deferred tax on property           -          -         -             -           -          42          42 
                                   ---------  ---------  --------  ------------  ----------  ----------  ---------- 
 Total comprehensive 
  income for the period                    -          -         -             -           -       1,972       1,972 
                                   ---------  ---------  --------  ------------  ----------  ----------  ---------- 
 Balance at 31 December 
  2012                                   155      9,944   (1,083)             -          75      13,696      22,787 
 Dividends paid                            -          -         -             -           -     (1,393)     (1,393) 
 Share based payments                      -          -         -             -           -           8           8 
 Own shares disposed 
  of on exercise of 
  options                                  -          -        67             -           -           -          67 
 Purchase and cancellation 
  of own shares                         (15)          -         -            15           -     (3,364)     (3,364) 
 Deferred tax on equity 
  share based payments                     -          -         -             -           -        (48)        (48) 
                                   ---------  ---------  --------  ------------  ----------  ----------  ---------- 
 Transactions with 
  owners                                (15)          -        67            15           -     (4,797)     (4,730) 
                                   ---------  ---------  --------  ------------  ----------  ----------  ---------- 
 Profit for the period                     -          -         -             -           -       1,921       1,921 
 Other comprehensive 
  income: 
 Deferred tax on property                  -          -         -             -           -          52          52 
                                   ---------  ---------  --------  ------------  ----------  ----------  ---------- 
 Total comprehensive 
  income for the period                    -          -         -             -           -       1,973       1,973 
 At 31 December 2013                     140      9,944   (1,016)            15          75      10,872      20,030 
                                   =========  =========  ========  ============  ==========  ==========  ========== 
 

NOTES TO THE FINANCIAL INFORMATION

   1             Basis of information in this announcement 

The financial information in this announcement does not constitute the Company's statutory accounts for the years ended 31 December 2013 or 31 December 2012 but is derived from those accounts.

Statutory Accounts for 2012 have been delivered to the Registrar of Companies and those for 2013 will be delivered following the Company's annual general meeting. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain any statement under section 498 (2) or (3) of the Companies Act 2006.

This announcement has been prepared on the basis of the Group's accounting policies. These are set out in its Annual Report and Accounts for the year ended 31 December 2012 which is available on the Group's website (www.motivcom.com).

The financial statements are prepared on a going concern basis. In considering going concern, the directors have reviewed the Group's future cash requirements and earnings projections. The directors believe these forecasts have been prepared on a prudent basis and have also considered the impact of a range of potential changes to trading performance. The directors have concluded that the Group should be able to operate within its current facilities and comply with its banking covenants for the foreseeable future and therefore believe it is appropriate to prepare the financial statements of the Group on a going concern basis. This is supported by the Group's liquidity position at the year end.

   2             Segment information 

At 31 December 2013 the Group is organised into three main business segments - (1) development and administration of third party motivation and incentive programmes ("Motivation") - (2) the provision of incentive travel, live events and venue find ("Events") - (3) trade and consumer sales promotions, employee benefit products and communications ("Promotions"). Unallocated costs represent corporate and share-based payment expenses.

The segment results for the year ended 31 December 2013 are as follows:

 
                                           Motivation     Events   Promotions   Unallocated       Group 
                                               GBP000     GBP000       GBP000        GBP000      GBP000 
 
            Revenue from external 
             clients                           33,270     33,077       29,341           302      95,990 
                                          ===========  =========  ===========  ============  ========== 
           Inter-segment revenues               3,422        377           67       (3,866)           - 
                                          ===========  =========  ===========  ============  ========== 
            Gross profit                        6,903     12,232        9,280           302      28,717 
            Administrative expenses           (4,307)   (11,340)      (8,507)         (188)    (24,342) 
                                                                                             ---------- 
           Headline operating profit            2,596        892          773           114       4,375 
                                          ===========  =========  ===========  ============ 
            Amortisation and impairment 
             of intangibles                                                                     (1,500) 
            Acquisition expenses                                                                      - 
            Contingent consideration 
             adjustment                                                                              25 
                                                                                             ---------- 
            Operating profit                                                                      2,900 
            Net interest expense                                                                   (83) 
            Profit before tax                                                                     2,817 
                                                                                             ========== 
 

The segment results for the year ended 31 December 2012 are as follows:

 
                                           Motivation     Events   Promotions   Unallocated       Group 
                                               GBP000     GBP000       GBP000        GBP000      GBP000 
 
            Revenue from external 
             clients                           38,236     44,439       23,915             -     106,590 
                                          ===========  =========  ===========  ============  ========== 
           Inter-segment revenues               4,038        414          559       (5,011)           - 
                                          ===========  =========  ===========  ============  ========== 
            Gross profit                        5,867     14,903        8,547             -      29,317 
            Administrative expenses           (4,357)   (13,105)      (7,498)         (210)    (25,170) 
                                                                                             ---------- 
           Headline operating profit            1,510      1,798        1,049         (210)       4,147 
                                          ===========  =========  ===========  ============ 
            Amortisation and impairment 
             of intangibles                                                                     (2,075) 
            Acquisition expenses                                                                   (59) 
            Contingent consideration 
             adjustment                                                                             700 
                                                                                             ---------- 
            Operating profit                                                                      2,713 
            Net interest expense                                                                  (211) 
            Profit before tax                                                                     2,502 
                                                                                             ========== 
 

The Group's business is divided into two main streams - Incentives and Loyalty ("Incentives") and Meetings and Event Management ("Meetings"). Incentives comprises the segment results of Motivation and Promotions but also includes the motivation business of AYMTM Limited included in Events. Meetings comprises the segment results of Events less the motivation business of AYMTM Limited. The Group recognises that this additional information enables its shareholders better appreciate the nature of its business.

The analysis for the year ended 31 December 2013 is as follows:

 
                                           Incentives   Meetings   Unallocated       Group 
                                               GBP000     GBP000        GBP000      GBP000 
 
            Revenue from external 
             clients                           72,299     23,389           302      95,990 
                                          ===========  =========  ============  ========== 
           Inter-segment revenues               3,489        377       (3,866)           - 
                                          ===========  =========  ============  ========== 
            Gross profit                       17,430     10,985           302      28,717 
            Administrative expenses          (13,765)   (10,389)         (188)    (24,342) 
                                                                                ---------- 
           Headline operating profit            3,665        596           114       4,375 
                                          ===========  =========  ============ 
            Amortisation and impairment 
             of intangibles                                                        (1,500) 
            Acquisition expenses                                                         - 
            Contingent consideration 
             adjustment                                                                 25 
                                                                                ---------- 
            Operating profit                                                         2,900 
            Net interest expense                                                      (83) 
            Profit before tax                                                        2,817 
                                                                                ========== 
 

The analysis for the year ended 31 December 2012 is as follows:

 
                                           Incentives   Meetings   Unallocated       Group 
                                               GBP000     GBP000        GBP000      GBP000 
 
            Revenue from external 
             clients                           69,287     37,303             -     106,590 
                                          ===========  =========  ============  ========== 
           Inter-segment revenues               4,597        414       (5,011)           - 
                                          ===========  =========  ============  ========== 
            Gross profit                       16,114     13,203             -      29,317 
            Administrative expenses          (12,836)   (12,124)         (210)    (25,170) 
                                                                                ---------- 
           Headline operating profit            3,278      1,079         (210)       4,147 
                                          ===========  =========  ============ 
            Amortisation and impairment 
             of intangibles                                                        (2,075) 
            Acquisition expenses                                                      (59) 
            Contingent consideration 
             adjustment                                                                700 
                                                                                ---------- 
            Operating profit                                                         2,713 
            Net interest expense                                                     (211) 
            Profit before tax                                                        2,502 
                                                                                ========== 
 

The home country of the Company and its subsidiaries is England. The Group's sales are mainly in countries within the UK and the eurozone and, allocated on the basis of the country in which the customer is located, are as follows:

 
                                  Year ended      Year ended 
                                          31              31 
                               December 2013   December 2012 
                                      GBP000          GBP000 
 
            UK                        92,628         101,696 
            Rest of Europe             2,053           4,037 
            Other countries            1,309             857 
                                      95,990         106,590 
                              ==============  ============== 
 

No client represented greater than 10% of Group revenue in either 2013 or 2012.

   3             Interest expense 
 
                                                                      Year ended      Year ended 
                                                                              31              31 
                                                                   December 2013   December 2012 
                                                                          GBP000          GBP000 
            Interest expense: 
            - bank borrowings                                                 78              89 
            - debt finance costs                                               6              17 
 
              *    unwinding of discount relating to contingent 
                   consideration liability                                    67             185 
                                                                             151             291 
                                                                  ==============  ============== 
 
   4             Income tax expense 
 
                                                          Year ended      Year ended 
                                                                  31              31 
                                                       December 2013   December 2012 
                                                              GBP000          GBP000 
 
            Current tax                                          897             684 
            Under/(over) provision of tax for prior 
             year                                                 21             (5) 
                                                      --------------  -------------- 
                                                                 918             679 
            Deferred tax - origination and reversal 
             of temporary differences                           (16)           (123) 
            Deferred tax - effect of change in tax 
             rate                                                (6)              16 
                                                                 896             572 
                                                      ==============  ============== 
 

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated companies as follows:

 
                                                           Year ended      Year ended 
                                                                   31              31 
                                                        December 2013   December 2012 
                                                               GBP000          GBP000 
 
            Profit before tax                                   2,817           2,502 
                                                       ==============  ============== 
 
            Tax calculated at domestic tax rates 
             applicable to profits in the United 
             Kingdom                                              896             613 
            Under/(over) provision of tax for prior 
             year                                                  21             (5) 
            Expenses not deductible for tax purposes             (16)             102 
            Deduction for share options exercised                 (5)           (138) 
            Tax charge                                            896             572 
                                                       ==============  ============== 
 

The weighted average applicable tax rate was 31.8% (2012: 22.9%).

   5              Earnings per share 

Basic

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

 
                                                        Year ended      Year ended 
                                                                31              31 
                                                     December 2013   December 2012 
                                                            GBP000          GBP000 
 
            Profit attributable to equity holders 
             of the Company                                  1,921           1,930 
                                                    --------------  -------------- 
            Weighted average number of ordinary 
             shares in issue (thousands)                    28,002          29,620 
            Basic earnings per share in pence                 6.86            6.52 
                                                    ==============  ============== 
 

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all contracted dilutive potential ordinary shares. The Company has only one category of dilutive potential ordinary shares, share options.

The calculation is performed for the share options to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options and taking account of the yet unexpensed share based payment charge relating to those options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Tranches two to four of the options granted to C T Lloyd have been excluded from this calculation as all the conditions attaching to the proposed options had not been met at 31 December 2013.

 
                                                           Year ended      Year ended 
                                                                   31              31 
                                                        December 2013   December 2012 
                                                               GBP000          GBP000 
 
            Profit attributable to equity holders 
             of the Company                                     1,921           1,930 
                                                       --------------  -------------- 
            Weighted average number of ordinary 
             shares in issue (thousands)                       28,002          29,620 
            Adjustment for share options (thousands)              212             776 
                                                       --------------  -------------- 
            Weighted average number of ordinary 
             shares for diluted earnings per share 
             (thousands)                                       28,214          30,396 
            Diluted earnings per share in pence                  6.81            6.35 
                                                       ==============  ============== 
 

Headline Basic

Headline basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company plus (i) the amortisation of intangible assets, (ii) acquisition expenses and (iii) adjustments to contingent consideration by the weighted average number of ordinary shares in issue during the period.

 
                                                               Year ended      Year ended 
                                                                       31              31 
                                                            December 2013   December 2012 
                                                                   GBP000          GBP000 
 
            Profit attributable to equity holders 
             of the Company                                         1,921           1,930 
            Amortisation and impairment of intangibles 
             (after deduction of tax)                               1,397           1,577 
            Acquisition expenses                                        -              59 
            Unwinding of discount relating to contingent 
             consideration liability (after deduction 
             of tax)                                                   67             165 
            Contingent consideration adjustment 
             (after adding back tax)                                 (25)           (534) 
                                                           --------------  -------------- 
            Headline profit attributable to equity 
             holders of the Company                                 3,360           3,197 
                                                           --------------  -------------- 
            Weighted average number of ordinary 
             shares in issue (thousands)                           28,002          29,620 
            Headline basic earnings per share in 
             pence                                                  12.00           10.79 
                                                           ==============  ============== 
 
   6             Dividends 
 
                                                         Year ended      Year ended 
                                                                 31              31 
                                                      December 2013   December 2012 
                                                             GBP000          GBP000 
            Dividends paid 
            - 2012 final dividend of 3.0 pence per 
             share                                              803             835 
            - 2013 interim dividend of 1.80 pence 
             per share                                          590             452 
                                                              1,393           1,287 
                                                     ==============  ============== 
 

The proposed final dividend for the year ended 31 December 2013 of 3.6 pence per share is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The total amount proposed is GBP979,636.

   7             Cash generated from operations 
 
                                                               Year ended      Year ended 
                                                                       31              31 
                                                            December 2013   December 2012 
                                                                   GBP000          GBP000 
 
            Profit for the period before tax                        2,817           2,502 
            Adjustments for: 
            - depreciation)                                           583             679 
           - loss on disposal of property, plant 
            and equipment                                               8              87 
            - amortisation and impairment of intangibles            1,500           2,075 
            - write back of deferred consideration                   (25)               - 
            - net interest                                             83             211 
            - share based payments                                      8              24 
            Changes in working capital (excluding 
             the effects of acquisitions): 
            - inventories                                            (55)           (123) 
            - trade and other receivables                         (1,766)           1,477 
            - trade and other payables                            (2,517)           1,730 
            Cash generated from operations                            636           8,662 
                                                           ==============  ============== 
 
   8              Acquisitions 

No acquisitions were made in 2013. In 2012, GBP300,000 was expended on the acquisition of the entire issued share capital of TreatMe.Net Limited. GBP641,000 was in respect of goodwill. The net cash outflow on this acquisition was GBP244,000, being GBP300,000 consideration settled in cash less GBP56,000 cash acquired. In 2013 GBP309,000 (2012 - GBP308,000) was expended in cash in respect of contingent consideration relating to the 2011 acquisition of Allsave Limited and My Family Care Vouchers Limited.

   9              Share Capital 

On 15 April 2013 the Company purchased 3,010,181 of its own shares at a price per share of 110 pence for a total cost of GBP3,311,000 by means of a Tender Offer to all shareholders. Additionally, costs of GBP53,000 were incurred. The shares were immediately cancelled on 15 April 2013 and GBP15,051 transferred from share capital to capital redemption reserve.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR UNONRSKAOUAR

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