TIDMVID
RNS Number : 6175V
Videndum PLC
11 August 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
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JURISDICTION.
11 August 2022
Videndum plc
(Formerly The Vitec Group plc)
2022 Interim Results
Record Half Year Results
Videndum plc ("the Company" or "the Group"), the international
provider of premium branded hardware products and software
solutions to the growing content creation market, announces its
results for the half year ended 30 June 2022.
Results H1 2022 H1 2021 % change
---------- ---------- ---------
Revenue GBP223.6m GBP181.4m +23%
Adjusted operating profit* GBP30.0m GBP21.9m +37%
Adjusted operating margin* 13.4% 12.1% +1.3%pts
Adjusted profit before tax* GBP27.1m GBP20.0m +36%
Adjusted basic earnings per
share* 45.4p 32.7p +39%
Dividend per share 15.0p 11.0p +36%
Free cash flow* GBP19.3m GBP15.8m +22%
Net debt* GBP194.1m GBP102.0m +90%
Statutory results
Operating profit GBP19.7m GBP17.0m +16%
Operating margin 8.8% 9.4% -0.6%pts
Profit before tax GBP16.4m GBP15.1m +9%
Basic earnings per share 28.0p 24.4p +15%
H1 2022 financial highlights
-- Record H1 revenue (+23%) and adjusted profit before tax*
(+36%)
-- Revenue up 11% on an organic, constant currency basis
-- Adjusted operating margin* improved and on track towards
mid-to-high teen goal
-- Pricing more than offsetting inflation
-- Strong operating cash conversion* at 90%
-- Increase in net debt* as expected, due to M&A activity and
FX
Strategic positioning
-- Content creation market larger and growing faster than pre-pandemic
-- Organic
growth
driven
by
the
Group's
exposure
to
strong
market
trends
and
technology
advancement
driving
shorter
product
replacement
cycles
-- Videndum executing well on strategy of organic growth, margin
improvement and M&A
-- Revenue growth from three routes: core business; new
areas of content creation; new verticals enabled by video
transmission and live streaming
Outlook
-- Record order book heading into H2
-- Adjusted profit before tax* for FY 2022 expected to be at
the top end of current market expectations(3) , despite
macro-economic uncertainties
Commenting on the results, Stephen Bird, Group Chief Executive,
said:
"Videndum's record first half performance is a result of strong
market demand and very good strategy execution, delivering organic
growth, margin improvement, strong cash generation and growth
through M&A. We are seeing revenue growth from three routes:
from our core business; from new areas of content creation,
including vloggers/influencers and audio; and from new verticals
enabled by video transmission and live streaming, particularly in
the medical segment and, going forward, with ART.
"The Group is uniquely positioned right at the heart of the
growing content creation market, with c.75% of the business exposed
to strong structural growth drivers, underpinned by technology
change driving shorter product replacement cycles. In addition,
Videndum's market-leading, premium brands and operational
excellence allow us to manage inflationary headwinds and supply
chain challenges, and to continue to deliver margin
improvement.
"While we are mindful of uncertainty in the current macro
environment, the Board now expects adjusted profit before tax for
FY 2022 to be at the top end of current market expectations."
For further information please
contact:
Videndum plc Telephone: 020 8332 4602
Stephen Bird, Group Chief Executive
Andrea Rigamonti, Deputy Group
Finance Director
Jennifer Shaw, Group Communications
Director
A video webcast and Q&A for Analysts and Investors will be
held today, starting at 10.30am UK time. The presentation slides
will be available on our website at 7.00am.
Users can pre-register to access the webcast and slides using
the following link :
https://videndum.com/investors/results-reports-and-presentations/
Notes to Editors :
Videndum is a leading global provider of premium branded
hardware products and software solutions to the growing content
creation market. We are organised in three Divisions: Videndum
Media Solutions, Videndum Production Solutions and Videndum
Creative Solutions.
Videndum's customers include broadcasters, film studios,
production and rental companies, photographers, independent content
creators, gamers, professional musicians and enterprises. Our
product portfolio includes camera supports, video transmission
systems and monitors, live streaming solutions, smartphone
accessories, robotic camera systems, prompters, LED lighting,
mobile power, bags, backgrounds, motion control, audio capture, and
noise reduction equipment.
We employ around 2,000 people across the world in 11 different
countries. Videndum plc is listed on the London Stock Exchange,
ticker: VID.
More information can be found at: https://videndum.com/
LEI number: 2138007H5DQ4X8YOCF14
Notes
H1 2022 average exchange rates: GBP1 = $1.31, GBP1 = EUR1.19,
(1) EUR1 = $1.10, GBP1 = Yen159.
H1 2021 average exchange rates: GBP1 = $1.39, GBP1 = EUR1.15,
(2) EUR1 = $1.21, GBP1 = Yen148.
Current company compiled consensus for FY2022: adjusted
(3) profit before tax* ranges GBP51.0 million to GBP54.6 million
This announcement contains inside information. The person
(4) responsible for arranging the release of this announcement
on behalf of Videndum plc is Jon Bolton, Group Company
Secretary.
* In addition to statutory reporting, Videndum plc reports
alternative performance measures ("APMs") which are not defined or
specified under the requirements of International Financial
Reporting Standards ("IFRS"). The Group uses these APMs to aid the
comparability of information between reporting periods and
Divisions, by adjusting for certain items which impact upon IFRS
measures, to aid the user in understanding the activity taking
place across the Group's businesses. APMs are used by the Directors
and management for performance analysis, planning, reporting and
incentive purposes. A summary of APMs used and their closest
equivalent statutory measures is given in the Glossary.
H1 2022 financial overview
Income and expense
Adjusted* Statutory
H1 2022 H1 2021 % change H1 2022 H1 2021
------------------ ---------- ----------- --------- ---------- ----------
Revenue GBP223.6m GBP 181.4m +23% GBP223.6m GBP 181.4
m
Operating profit GBP30.0m GBP21 +37% GBP19.7m GBP 17.0
.9 m m
Profit before GBP27.1m GBP 20.0 +36% GBP16.4m GBP 15.1
tax m m
Earnings per 24.4
share 45.4p 32.7p +39% 28.0p p
---------- ----------- --------- ---------- ----------
Record H1 revenue of GBP223.6 million resulted in record H1
adjusted operating profit* of GBP30.0 million, 37% ahead of H1
2021. Revenue was 23% ahead of H1 2021 on a reported basis, and 11%
ahead on an organic, constant currency basis. This was despite
revenue being held back to a certain extent due to component
shortages, lockdowns in China and the war in Ukraine.
Gross margin of 43.8% was broadly in line with H1 2021 (44.0%).
As expected, Litepanels' royalties were lower than in H1 2021;
excluding royalties from both periods, the gross margin* has
increased from 43.1% to 43.7%. The effect of price increases from
2021 and the first quarter of 2022 offset the current high
inflation on raw materials, freight, duty, utilities and labour.
Price increases in June will primarily impact H2.
Adjusted operating expenses* of GBP68.0 million were, as
expected, GBP10.1 million higher than H1 2021. Costs at the
businesses acquired since April 2021 were responsible for GBP4.0
million of the year-on-year increase and GBP1.2 million of the
increase due to FX; the remainder due to inflation, continued
investment in employee costs, sales and marketing costs to drive
growth and expansion into new verticals, and targeted investment in
R&D.
Adjusted operating margin* of 13.4% was 1.3% points ahead of H1
2021, driven by revenue dropping through to profit, partly offset
by the increase in adjusted operating expenses*. Compared to H1
2021, there was a 19% drop through of revenue to profit (21% at
constant currency) despite lower Litepanels' royalties and the cost
of new Restrictive Share Plan awards issued in June 2021 to retain
key employees. Without these headwinds, the drop through would have
been c.30%.
Adjusted profit before tax* included a GBP1.1 million favourable
foreign exchange effect after hedging compared to H1 2021, due to a
stronger US Dollar partly offset by a weaker Euro than in H1 2021.
The impact on H2 2022 adjusted profit before tax* from a one cent
stronger/weaker US Dollar/Euro is expected to be an
increase/decrease of approximately GBP0.3 million and GBP0.1
million respectively. At current spot rates (10 August: GBP1 =
$1.21, GBP1 = EUR1.18) there is expected to be a c.GBP2 million
favourable impact versus H2 2021.
Adjusted net finance expense* of GBP2.9 million was GBP1.0
million higher than in H1 2021. This was driven by higher debt,
following the recent acquisitions, and rising interest rates. As at
30 June 2022, 59% of our borrowings were fixed through swaps,
partly mitigating the risk of rising interest rates.
Adjusted profit before tax* was GBP27.1 million; GBP7.1 million
higher than H1 2021. On an organic, constant currency basis,
adjusted operating profit* and adjusted profit before tax* were 17%
and 10% up respectively on H1 2021.
Statutory profit before tax of GBP16.4 million (H1 2021: GBP15.1
million) further reflects adjusting items of GBP10.7 million (H1
2021: GBP4.9 million), which primarily relate to the amortisation
of acquired intangibles and acquisition related charges. These
charges were higher compared to H1 2021 due to the recent
acquisitions, particularly those of Savage and Audix. As a result,
operating margin decreased from 9.4% to 8.8%.
The Group's effective tax rate ("ETR") on adjusted profit before
tax* was 22.9%. Statutory ETR was 21.3%.
Adjusted basic earnings per share* was 45.4 pence. Statutory
basic earnings per share was 28.0 pence.
Cash flow and net debt
Cash generated from operating activities was GBP34.2 million (H1
2021: GBP32.7 million) and net cash from operating activities was
GBP28.8 million (H1 2021: GBP26.0 million).
Free cash flow* was GBP3.5 million higher than H1 2021. Cash
conversion* was strong at 90%, as set out below.
GBPm H1 2022 H1 2021 Variance
--------
Statutory operating profit 19.7 17.0 2.7
Add back charges associated
with acquisition of businesses
and other adjusting items 10.3 4.9 5.4
-------- -------- ---------
Adjusted operating profit* 30.0 21.9 8.1
Depreciation(1) 10.8 9.3 1.5
Adjusted working capital
dec/(inc)* (7.8) 2.6 (10.4)
Adjusted provisions inc/(dec)* (0.5) 0.4 (0.9)
Capital expenditure(2) (9.5) (10.2) 0.7
Other(3) 4.1 1.8 2.3
Adjusted operating cash
flow* 27.1 25.8 1.3
Cash conversion* 90% 118% (28)%pts
Interest and tax paid (5.4) (6.7) 1.3
Earnout and retention
bonuses (1.1) (2.0) 0.9
Restructuring and integration
costs (0.5) (1.0) 0.5
Transaction costs (0.8) (0.3) (0.5)
-------- -------- ---------
Free cash flow* 19.3 15.8 3.5
--------------------------------- -------- -------- ---------
(1) Includes depreciation, amortisation of software and
capitalised development costs
(2) Purchase of Property, Plant & Equipment ("PP&E") and
capitalisation of software and development costs
(3) Includes share-based payments charge (excluding retention)
and other reconciling items to get to the adjusted operating cash
flow*
Net cash from operating activities of GBP28.8 million (H1 2021:
GBP26.0 million) comprises GBP19.3 million free cash flow (H1 2021:
GBP15.8 million) plus GBP9.5 million capital expenditure (H1 2021:
GBP10.2 million) less nil proceeds from sale of PP&E and
software (H1 2021: nil)
Adjusted working capital* increased by GBP7.8 million in H1
2022. Inventory increased by GBP12.2 million across the half, which
was expected following cost inflation, capacity constraints and
component shortages. This was partly offset by an increase in trade
payables net of trade receivables, due to increased activity.
Capital expenditure included:
-- GBP3.3 million of property, plant and equipment compared
with GBP4.4 million in H1 2021;
-- GBP5.8 million capitalisation of R&D; and GBP0.4 million
capitalisation of software. Gross R&D was higher than
H1 2021, as expected, and grew in line with revenue (6.2%
of revenue in H1 2022 compared to 6.4% in H1 2021).
GBPm H1 2022 H1 2021 Variance
-------- --------
Gross R&D 13.9 11.6 2.3
Capitalised (5.8) (5.3) (0.5)
Amortisation 2.8 2.7 0.1
P&L Impact 10.9 9.0 1.9
-------------- -------- -------- ---------
'Other' primarily relates to share-based payments.
Interest and tax paid decreased by GBP1.3 million compared to H1
2021 due to lower tax payments (H1 2021 included GBP3.2 million
relating to EU State Aid); partly offset by higher interest costs
due to fees for the Audix term loan, as well as the increased
P&L charge.
Earnout and retention bonuses relate to Lightstream and Quasar.
Restructuring cash outflow mainly reflects costs associated with
rebranding from The Vitec Group plc to Videndum plc. Transaction
costs primarily relate to the acquisition of Audix.
December 2021 closing
net debt* (GBPm) (145.2)
Free cash flow* 19.3
Upfront loan fees,
net of amortisation (0.2)
Dividends paid (11.1)
Employee incentive
shares (0.5)
Acquisitions (33.3)
Net lease additions (8.3)
FX (14.8)
June 2022 closing
net debt* (GBPm) (194.1)
----------------------- --------
Net debt* at 30 June 2022 was GBP48.9 million higher than at 31
December 2021 (GBP145.2 million) and GBP92.1 million higher than at
30 June 2021 (GBP102.0 million).
The ratio of net debt to EBITDA was 2.2x at 30 June 2022, on the
basis used for our loan covenants(1) . This was c.0.2x higher than
if there had been no FX movement on net debt. We expect our net
debt to EBITDA ratio to decline materially by the year end.
Cash outflow on acquisitions mostly relates to the purchase of
Audix on 11 January 2022, net of the cash acquired.
Net lease additions mainly consist of a new lease at Savage and
also a lease as part of the acquisition of Audix.
There was a GBP14.8 million adverse impact from FX; primarily
from the translation of our US dollar debt, following the
strengthening of the US dollar against Sterling.
Liquidity at 30 June 2022 totalled GBP81.6 million; comprising
GBP50.3 million unutilised RCF and GBP31.3 million of cash.
ROCE* of 16.1%(2) was higher than the prior year (H1 2021:
13.1%), which reflects the higher adjusted operating profit*,
partly offset by increased capital employed because of the recent
acquisitions.
Charges associated with acquisition of businesses and other
adjusting items
Charges associated with acquisition of businesses and other
adjusting items in profit before tax were GBP10.7 million versus
GBP4.9 million in H1 2021.
GBPm H1 2022 H1 2021
Amortisation of acquired intangible assets 5.2 3.3
Acquisition related charges(3) 4.2 1.3
Integration and restructuring costs 0.9 0.3
Finance expense - amortisation of loan fees 0.4 -
on borrowings for acquisitions
Charges associated with acquisition of businesses
and other adjusting items 10.7 4.9
--------------------------------------------------- --------
Notes
Net debt is stated before arrangement fees; EBITDA is based
(1) on adjusted EBITDA* for the applicable 12-month period
(see Glossary), before non-cash share-based payment charges;
and after interest on employee benefits and FX movements,
and the amortisation of arrangement fees; it also includes
the 12-month pro forma effect of acquisitions.
Return on capital employed ("ROCE") is calculated as adjusted
(2) operating profit* for the last twelve months divided by
the average total assets (excluding defined benefit pension
asset), current liabilities (excluding current interest-bearing
loans and borrowings), and non-current lease liabilities.
Includes earnout charges, retention bonuses, transaction
(3) costs relating to the acquisition of businesses, and the
effect of fair valuation of acquired inventory.
Market and strategy update
Videndum is uniquely positioned right at the heart of the
content creation market, with market-leading, premium brands in
defensible niches.
The content creation market is now larger and growing faster
than pre-pandemic with the Group being exposed to strong market
growth drivers. The Group's Total Addressable Market ("TAM") has
increased from c.GBP2.0 billion pre-pandemic (2019) to c.GBP3.0
billion, and is now growing faster, at high single digit CAGR
compared to low single digit pre-pandemic. We expect our TAM to
grow to c.GBP4.0 billion by 2025.
Videndum continues to execute well on our long-term strategy to
deliver organic growth, improve margins and grow through
M&A.
1. Organic growth
Growth is being driven by the significant changes in the way
people capture, consume and share content. We estimate that 75% of
the Group's business is exposed to four key structural market
growth drivers, which are all experiencing double-digit growth, as
well as technology advancement driving shorter product replacement
cycles.
The internet
-- Growth in retail e-commerce is driving increased demand
for digital visual content as new products need to be photographed
and filmed frequently to be published online. We estimate
that c.30% of the Group's revenue is exposed to retail
e-commerce. This is driving demand for our professional
photography and videography equipment, including supports,
backgrounds, lighting and bags, mainly benefiting our Media
Solutions Division.
TikTok and YouTube
-- There has been significant growth in vloggers and influencers
creating and sharing video and audio content on social
media platforms like TikTok and YouTube. We estimate that
c.10% of the Group's revenue is exposed to vloggers and
influencers who use our JOBY supports, lights and audio,
and our backgrounds and graphics to create high-quality
content.
Subscription TV
-- Increasing spend on original content creation for subscription
TV channels, while traditional broadcasters are all maintaining
existing levels of spending on original content, is driving
higher demand for our equipment. We estimate that c.30%
of the Group's revenue is exposed to Subscription TV, including:
our video transmission and monitoring systems, and camera
accessories in Creative Solutions; lighting equipment,
mobile power and supports in Production Solutions; and
supports and audio capture in Media Solutions.
Live streaming
-- Live streaming of video is growing strongly across multiple
verticals, such as enterprise, medical, industrial and
gaming markets, to maintain communications and facilitate
remote working. This market growth driver accounts for
c.5% of the Group's revenue and it is driving demand for
our live streaming software and hardware in Creative Solutions.
Technology advancement
Market growth is also being driven by technology change driving
shorter product replacement cycles. First, advances in technology
in our markets, e.g., cameras have moved from HD to 4K, so all
video transmitters are being replaced with 4K. Second, Videndum's
own technology innovations with new products, features and
functionality, e.g., our revolutionary Flowtech tripod or our
patented Amimon and LED lighting technology. S ustained R&D
investment in innovative new technology is key to enabling our
premium brands to maintain their already strong market positions
and, in places, gain share. L ast year, about half of our revenue
came from new products launched in the last three years.
These four market growth drivers plus technology change mean
that our business is growing in three key ways. First, our core
businesses are growing, e.g., professional photography, broadcast
TV and on-set monitoring. Second, we are seeing growth in new areas
of content creation, e.g., vloggers and professional influencers,
or on-camera microphones, which are crucial to enhancing the
quality of video content being shared. Third, we are seeing growth
in new verticals enabled by video transmission and live streaming.
Here, we are expanding into new market segments with our Amimon
live streaming technology, moving from just supporting on-set
monitoring in cine, to broadcasting, medical, industrial and other
enterprises.
2. Margin improvement
We expect continued margin improvement as volumes grow and we
deliver operating leverage. Our margin improvement drivers
include:
-- Operational excellence, e.g., targeting 3% year-on-year
productivity gains by driving lean manufacturing and continuous
improvement initiatives across the Group
-- Higher pricing to reflect product quality and brand strength;
price increases were implemented in the first half of 2022
which will ensure that we will continue to stay ahead of
inflationary pressures. We will continue to monitor raw
material costs
-- Increasing mix of higher margin, higher technology products,
e.g., 4K/HDR technology replacement cycle in Creative Solutions
-- Driving margin improvement in Creative Solutions
-- Growing online sales, e.g., in FY 2021 c.50% of revenue
in Media Solutions was from online sales, of which 4% was
direct e-commerce compared to 2% in FY 2019
-- Higher margin acquisitions and capturing synergies, e.g.,
Savage and Audix in Media Solutions
3. M&A activity
We have a strong M&A track record and a clear capital
allocation strategy.
We have increased our addressable markets by expanding our
product portfolio, customer base and technology capabilities,
through carefully selected acquisitions . The Group has been
focused on the fastest growing market segments of the content
creation market, mainly in the two key strategic growth areas of
video transmission/streaming in Creative Solutions and content
creation in Media Solutions, including allocating more attention to
audio capture, where we see a sizeable opportunity.
The Board believes that Creative Solutions has significant
potential, in terms of market opportunity, rate of future growth
and margins under Videndum ownership. The Board continues to review
options to unlock more shareholder value, which could include
licensing or selling our technology, a joint venture, or selling
the Division . A further update will be provided as and when
appropriate.
Strategic ambition
Our strategic initiatives and growth drivers lead to an ambition
for the Group to deliver c.GBP600 million revenue and >GBP100
million adjusted operating profit on an organic basis in FY 2025.
The Group reported revenue of GBP394.3 million and adjusted
operating profit of GBP46.2 million in FY 2021.
This strategic ambition was presented at a Capital Markets Day
in June 2022. The presentations from the day and a recording of the
webcast are available on the Group's corporate website at:
www.videndum.com
Group name changed on 23 May 2022
At the AGM on 17 May 2022, we received approval from
shareholders to change the Company name to "Videndum plc", which
happened on 23 May 2022. This change was due to the need to
differentiate ourselves from other companies around the world who
also operate under the Vitec name and to better reflect our
purpose. It was also necessary to avoid financial penalties under a
now-settled dispute with a third party with claimed prior rights to
the term "Vitec" in some territories.
"Videndum" is a Latin noun - which means "That which must be
seen" or "A must see" - and better reflects our purpose and
opportunity in the multiple market segments of the growing content
creation market in which we operate.
The rebranding roll-out process for the new name and associated
visual identity began on 23 May 2022 and will progress through 2022
and early 2023.
At the same time in May, we changed the name of our Imaging
Solutions Division to "Media Solutions". As the Division has grown
its portfolio to include audio under the JOBY, Rycote and Audix
brands, the new name better represents its customer base and the
exciting opportunities ahead.
Finance Team
Martin Green, Group Finance Director, is currently taking a
short period of time out of the business for personal reasons. It
is anticipated that Martin will return soon. We have a strong
finance team and Andrea Rigamonti, Deputy Group Finance Director,
is supporting Stephen Bird and the Board on the Group's financial
matters in this interim period.
Divisional performances
Media Solutions
The Media Solutions Division designs, manufactures and
distributes premium branded equipment for photographic and video
cameras and smartphones, and provides dedicated solutions to
professional and amateur image makers, independent content
creators, vloggers/influencers, gamers, enterprises and
professional musicians. This includes camera supports and heads,
smartphone and vlogging accessories, lighting supports and
controls, LED lights, motion control, audio capture and noise
reduction equipment, camera bags and backgrounds, marketed under
the most recognised accessories brands in the industry. Media
Solutions represents c.50% of Group revenue.
Media Solutions' TAM has increased to c.GBP1.4 billion,
particularly due to the addition of Audix and Savage's addressable
markets as well as market growth coming from an increase in
vlogging and retail e-commerce driving demand for our professional
equipment, and audio capture. We estimate that the market CAGR
(2021-25) will be c.5%. Our strategy is focused on continued growth
in our core professional business, mainly driven by the internet,
as well as growth in new areas of content creation with new
vlogging accessories and audio capture products.
Adjusted* Statutory
------------------ --------------------------------
Media Solutions H1 2022 H1 2021 % change H1 2022 H1 2021
---------- --------- --------- ---------- ---------
Revenue GBP111.5m GBP91.7m +22% GBP111.5m GBP91.7m
Operating profit GBP18.8m GBP12.8m +47% GBP14.5m GBP12.2m
Operating margin 16.9% 14.0% +2.9%pts 13.0% 13.3%
---------- --------- --------- ---------- ---------
* For Media Solutions, before charges associated with
acquisition of businesses and other adjusting items of GBP4.3
million (H1 2021: GBP0.6 million).
Media Solutions' revenue was up 22% on H1 2021, which on an
organic, constant currency basis was up 2% compared to H1 2021.
Whilst there was significant growth in lighting supports,
continuing the strong trend seen in 2021, this was largely offset
by headwinds from weaker consumer spending (impacts c.20% of the
Division), lockdowns in China, the move of Amazon Prime Day to H2
(previously in June 2021), and the war in Ukraine.
Revenue for professional (c.45% of Divisional revenue) photo and
video supports has been resilient to the macro headwinds to the
Division, whereas the Hobbyist (c.15% of Divisional revenue) photo
supports and bags have been more exposed.
B2B revenue (c.30% of Divisional revenue) increased
significantly compared to H1 2021. Demand for lighting supports was
driven by the increase in content creation for subscription TV and
broadcast; as well as in Sports analytics, where the leading brands
use Manfrotto lighting supports.
In the vlogger/influencer segment (c.10% of Divisional revenue),
JOBY launched a new range of JOBY products in January 2022, leading
with WAVO microphones, as well as the JOBY Spin and Swing, which
were made in partnership with our Syrp Lab brand. Component
shortages have delayed the full launch of some products and this
segment has also been impacted by weaker consumer demand. H2 is
expected to see a significant uplift, starting with Amazon Prime
Day in July, followed by a marketing campaign in September and the
usual seasonal uplift for Black Friday and Christmas.
Adjusted operating profit* of GBP18.8 million represents a 47%
increase on H1 2021. Adjusted operating margin* was 16.9%. On an
organic, constant currency basis, adjusted operating profit* was 6%
ahead of H1 2021.
Statutory operating profit was GBP14.5 million (H1 2021: GBP12.2
million), reflecting GBP4.3 million of charges associated with
acquisition of businesses and other adjusting items (H1 2021:
GBP0.6 million).
Production Solutions
The Production Solutions Division designs, manufactures and
distributes premium branded and technically advanced products and
solutions for broadcasters, film and video production companies,
independent content creators and enterprises. Products include
video heads, tripods, LED lighting, batteries, prompters and
robotic camera systems. It also supplies premium services including
equipment rental and technical solutions. Production Solutions
represents c.30% of Group revenue.
The TAM for Production Solutions is c.GBP0.4 billion and we
estimate that the market CAGR (2021-25) will be c.4%. Our strategy
is focused on growth in our core business of professional equipment
for cine/scripted TV, products for on-location news and sporting
events, as well as innovative new technology like robotic camera
systems and voice-activated prompting to enable automation and cost
efficiencies in TV studios.
Adjusted* Statutory
----------------------
Production Solutions H1 2022 H1 2021 % change H1 2022 H1 2021
--------- --------- --------- --------- ---------
Revenue GBP67.5m GBP52.8m +28% GBP67.5m GBP52.8m
Operating profit GBP15.0m GBP11.3m +33% GBP14.9m GBP10.9m
Operating margin 22.2% 21.4% +0.8%pts 22.1% 20.6%
--------- --------- --------- --------- ---------
* For Production Solutions, before charges associated with
acquisition of businesses and other adjusting items of GBP0.1
million (H1 2021: GBP0.4 million).
Production Solutions' revenue was up 28% on H1 2021, which on an
organic, constant currency basis was 24% ahead of H1 2021. Revenue
was supported by the Beijing Winter Olympics and Paralympics but
royalties received for the Litepanels brand were lower than seen in
H1 2021, and revenue was also impacted by the war in Ukraine.
The underlying business is performing extremely well, with
significant growth in manual and studio supports due to the
broadcast sector returning to pre-pandemic levels, and boosted by
excellent sales of our voice-activated prompters (launched in
2021). The Litepanels Gemini 2x1 Hard launched in May and has been
very well received by the market, with some significant pre-launch
orders.
Adjusted operating profit* of GBP15.0 million was a 33% increase
on H1 2021. Adjusted operating margin* was 22.2%. Excluding
royalties from the LED patents it was 21.5% (H1 2021: 17.2%). On an
organic, constant currency basis, adjusted operating profit* was
37% up on H1 2021.
Statutory operating profit was GBP14.9 million (H1 2021: GBP10.9
million), which included GBP0.1 million of charges associated with
the acquisition of businesses (H1 2021: GBP0.4 million).
Creative Solutions
The Creative Solutions Division develops, manufactures and
distributes premium branded products and solutions for film and
video production companies, independent content creators, gamers,
enterprises (e.g., medical and industrial) and broadcasters.
Products include wired and wireless video transmission and lens
control systems, live streaming solutions, monitors, camera
accessories and software applications. Creative Solutions
represents c.20% of Group revenue.
Creative Solutions' TAM has increased from c.GBP0.5 billion to
c.GBP1.0 billion, particularly due to the increase in streaming and
spend on original content creation. We estimate that the market
CAGR (2021-2025) will be c.15%. Our strategy is focused on
continuing to deliver the 4K/HDR replacement cycle as well as
growing in new areas of remote monitoring, collaboration and
streaming in the cine/scripted TV, enterprise, medical, industrial
and gaming markets.
Adjusted* Statutory
-------------------------
Creative Solutions H1 2022 H1 2021 % change H1 2022 H1 2021
--------- --------- --------- ---------- ---------
Revenue GBP44.6m GBP36.9m +21% GBP44.6m GBP36.9m
Operating profit/(loss) GBP4.9m GBP4.5m +9% GBP(0.1)m GBP0.6m
Operating margin 11.0% 12.2% -1.2%pts -0.2% 1.6%
--------- --------- --------- ---------- ---------
* For Creative Solutions, before charges associated with
acquisition of businesses and other adjusting items of GBP5.0
million (H1 2021: GBP3.9 million).
Creative Solutions' revenue was up 21% on H1 2021, which on an
organic, constant currency basis was 13% ahead of H1 2021, despite
the impact of component shortages.
Sales to the cine/scripted TV market grew significantly versus
H1 2021. The overwhelming majority of Bolt sales are now 4K/HDR,
and there were c.$6 million sales of the SmallHD 4K/HDR monitors.
Total 4K/HDR sales were c.$22 million. Wooden Camera revenue grew
significantly as well compared to H1 2021.
Sales to the enterprise market were down on H1 2021 due to less
remote working and repositioning of our brand towards the higher
end, higher margin sector of the market. Revenue to the medical
market grew significantly compared to H1 2021, with high demand for
Amimon products within the operating room ("OR") and moving more
medical procedures from the OR to treatment rooms. Recurring
revenue, c.GBP2 million, was also up significantly on H1 2021.
There was a high level of interest in ART at the NAB show and we
expect this to be a key driver of revenue going forward.
Creative Solutions invested c.GBP2 million in: sales and
marketing to serve new verticals, R&D to drive future growth,
and higher amortisation of capitalised R&D. As a result,
adjusted operating expenses* increased compared to H1 2021.
Adjusted operating profit* of GBP4.9 million represents a 9%
increase on H1 2021. On an organic, constant currency basis,
adjusted operating profit* was 15% up on H1 2021. Adjusted
operating margin* was 11.0.%, which reflects the c.GBP2 million
investment above but is an increase on H2 2021 as our renewed
strategy, investing and focusing on growing in the most profitable
areas, begins to bear fruit.
Statutory operating loss was GBP0.1 million (H1 2021: GBP0.6
million profit), which reflects GBP5.0 million of charges
associated with acquisition of businesses and other adjusting items
(H1 2021: GBP3.9 million).
Corporate costs
Corporate costs include Long Term Incentive Plan and Restricted
Share Plan ("RSP") charges used to incentivise and retain employees
across the Group, as well as payroll and bonus costs for the
Executive Directors and head office team, professional fees,
property costs and travel costs.
Adjusted* Statutory
-----------------
Corporate costs H1 2022 H1 2021 % change H1 2022 H1 2021
Operating (loss) GBP(8.7)m GBP(6.7)m +30% GBP(9.6)m GBP(6.7)m
---------- ---------- --------- ---------- ----------
* For corporate costs, before charges associated with
acquisition of businesses and other adjusting items of GBP0.9
million (H1 2021: nil).
Corporate costs were GBP2.0 million higher than in H1 2021,
which primarily reflects the RSP awards issued in June 2021 to
retain key people, particularly software engineers in Creative
Solutions, and fees relating to legal, tax and audit services.
Interim dividend
The Board has declared an interim dividend of 15.0 pence per
share amounting to GBP6.9 million (H1 2021: 11.0 pence per share
amounting to GBP5.0 million). The dividend will be paid on Friday,
28 October 2022 to shareholders on the register at the close of
business on Friday, 23 September 2022. The Board's objective is for
a progressive and sustainable dividend and believes it is
appropriate for the Group to target a total dividend cover of
2.0-2.5 times adjusted EPS*.
Responsibility
ESG strategy
Videndum aims to be a sustainable business, minimising our
impact on the environment and working to improve the societies in
which we operate. We have partnered with an independent, specialist
ESG consultancy to enhance our ESG strategy and ensure we address
and report on material issues affecting our operations and
stakeholders. Our strategy includes clear objectives and targets
across all areas, prioritising actions to deliver the most
significant impact. We have prioritised seven key pillars, grouped
under four areas:
Environment: Reduce carbon emissions; Reduce packaging and
waste; Embed sustainability into our product life cycle
Our people: Continue to prioritise health and safety; Improve
diversity and inclusion
Responsible practices: Formalise the integrity of our entire
supply chain
Giving back: Positively impact the communities in which we
operate
ESG governance
The Videndum Board provides oversight and has overall
responsibility for the Group's ESG programme. At the same time, the
ESG committee, chaired by the Group CEO and comprising senior
executives from across the Group, is responsible for driving ESG
performance. ESG governance continues to be integrated into our
existing processes and a percentage of the Group CEO's remuneration
is tied to the Group's ESG performance.
ESG reporting
In H1 2022, we published an ESG Report in accordance with the
GRI (Global Reporting Initiative) for our 2021 reporting period. We
also reported on our progress in embedding the recommendations of
the TCFD (Task Force on Climate-related Financial Disclosures) into
existing company processes in our first TCFD Report. We are
developing our ESG and TCFD Reports for our 2022 reporting period
and widening our climate scenario analysis and data collection
processes to include the locations of our top suppliers and crucial
supply chain routes. To enhance our ESG reporting and commitment to
operating as a transparent business, we submitted a Climate Change
CDP (Carbon Disclosure Project) submission in July 2022.
Climate change risk management
We understand the serious nature of challenges related to
climate change, which is one of the Group's principal risks. The
TCFD Report issued earlier this year includes an identification of
the main risks and opportunities relating to climate change. This
includes, but is not limited to: likely increases in insurance
premiums; future cost of carbon offsetting and carbon tax;
additional regulation; mitigation measures to make sites more
resilient; and investment in energy efficient technologies. Climate
change scenario analysis is performed annually in respect of our
main sites and supply chain activities in order to model the impact
of climate change (for three different warming scenarios).
H1 2022 progress
Reducing the Group's carbon footprint is a clear priority for
Videndum. We have developed and set near-term targets as we journey
to be net zero for Scope 1 and 2 by 2035 and Scope 3 by 2045. In
H1, we began calculating our Scope 3 for 2021 after calculating our
2020 baseline year emissions in 2021 for the first time. By the end
of H2, we aim to have aligned our Scope 3 emissions reporting with
our SECR and financial year reporting.
Widening our data collection in line with the Greenhouse Gas
Protocol and SECR requirements provides us with a clearer picture
of the higher-emitting areas of our operations and a roadmap for
targeting the best areas to reduce across Scope 1, 2, and 3.
This year, we have progressed many of our initiatives to reduce
our carbon emissions, including our goal of converting all car
fleets to electric or hybrid by 2024, with 54% of cars converted in
Media Solutions and 100% in Production Solution's Costa Rica site.
We have developed an employee commuting survey to improve our Scope
3 data collection and aim to roll this out in H2. A feasibility
study into installing solar panels at our other main sites has been
conducted following the installations at Bury St Edmunds, UK and
Cartago, Costa Rica, at the beginning of 2022. We have also rolled
out existing energy-saving measures across new sites, including LED
lighting and building heating controls.
As part of our focus on formalising the integrity of our entire
supply chain, we have conducted a review and gap analysis of
existing supply chain assessment processes across the Divisions.
Using the information gathered, we have developed a Group-wide
Supply Chain Assessment process to engage with our top five
suppliers on their carbon emissions and wider ESG credentials.
At Videndum, we are committed to developing more sustainable
products and reducing our packaging and waste. This year we have
continued working towards eliminating single-use plastic and
recyclability of packaging, and other product components. We have
also introduced templates to improve data collection methods on
packaging and plastics to better monitor progress against our
targets. In 2022, Media Solutions completed a Product Life Cycle
Pilot Project to identify and redesign high-impact stages
throughout the process. To understand more about the life cycle of
our products, we have developed a customer survey to gather
information on the end-of-life process for our top five products
and enhance our Scope 3 Category 12 data collection processes. We
have invested in upgrading our flowtech carbon fibre production
line in Bury St Edmunds and the project is nearing completion. This
upgrade will result in a 90% reduction in waste materials and an
increase in capacity and efficiency of 35%. The new process results
in a reduction of 46 tonnes of solvents per year, which is c.275
drums of waste per year.
Following feedback from stakeholders, we have improved our
collection methods for social data across the Group. We have
developed and launched templates to ensure that Group-wide
performance of social targets is monitored, and that reporting is
cohesive. With this, Videndum is improving reporting around
diversity across the Group and associated issues (employee
turnover, disabled employees).
In 2022, we have continued to build on our commitment to
positively impact one disadvantaged person for every Videndum
employee in the communities in which we operate. Following some
delays due to the pandemic, we have increased our engagement with
charitable and community partners in 2022, engaging with new
organisations and re-engaging with existing partners across the
Group.
Outlook
The Group is uniquely positioned right at the heart of the
growing content creation market, with c.75% of the business exposed
to strong structural growth drivers, underpinned by technology
change driving shorter product replacement cycles. In addition,
Videndum's market-leading, premium brands and operational
excellence allow us to manage inflationary headwinds and supply
chain challenges, and to continue to deliver margin
improvement.
We are seeing revenue growth from three routes: from our core
business; from new areas of content creation, including
vloggers/influencers and audio; and from new verticals enabled by
video transmission and live streaming, particularly in the medical
segment and, going forward, with ART.
While we are mindful of uncertainty in the current macro
environment, the Board now expects adjusted profit before tax for
FY 2022 to be at the top end of current market expectations.
Risks and Uncertainties
Videndum is exposed to a number of risk factors which may affect
its performance. The Group has a well-established framework for
reviewing and assessing these risks on a regular basis; and has put
in place appropriate processes and procedures to mitigate against
them. However, no system of control or mitigation can completely
eliminate all risks.
The principal risks and uncertainties that may affect our
performance are set out in the Annual Report and in summary are
around:
-- Demand for Videndum's products
-- New markets and channels of distribution
-- Acquisitions
-- Cost pressure
-- Dependence on key suppliers (including component shortages)
-- Dependence on key customers
-- People (including health and safety)
-- Laws and regulations
-- Reputation of the Group
-- Exchange rates
-- Business continuity including cyber security
-- Climate change
The principal risks remain broadly unchanged since we last
reported, and we do not see any material changes in the overall
likelihood/impact of principal risks, although specific elements
continue to evolve.
"Demand for Videndum's products" is adversely affected by the
war in Ukraine and the suspension of sales to Russia (resulting in
lost revenue of GBP4.5 million per annum), and the global
inflationary pressures which are reducing consumers' disposable
income therefore affecting sales of consumer-oriented products.
However, the fundamentals of the content creation industry remain
strong, there is a record order book going into H2, and we continue
to experience strong growth in several categories, so we believe
that there is no change in the overall risk.
New markets and channels of distribution is also stable,
although the Group is exposed to new segments (Audio, Paper)
following recent acquisitions. These acquisitions have been
successfully integrated.
Cost pressure remains very high but has been offset by a
programme of price increases which has allowed the Group to
maintain stable margins. We monitor closely the impact of increased
input costs.
People-related risk remains unchanged due to continued
challenges in retaining and recruiting engineers. We are mindful of
the continued impact of COVID-19 on our workforce and the increased
risk of absenteeism which may affect production capacity.
During the first half of 2022, we have seen increased volatility
in currencies and an increase in interest rates, however we see
that the net risk remains unchanged as a result of the Group's net
debt hedging and forward contract hedging programmes, and swapping
term loans to fixed interest.
Board Changes
The Board announces that after nine years' service, Christopher
Humphrey will stand down as an independent non-executive director,
and Senior Independent Director with effect from 14 December 2022.
To ensure a smooth transition around chairing of the Audit
Committee, Chris will cease to be Chair of the Audit Committee with
effect from 12 August 2022 but will remain a member of it until
standing down as a director. The Board would like to place on
record thanks to Christopher for his excellent service to the
Company over a period of significant change and growth.
Following her appointment on 1 May 2022 as an independent
non-executive director, Erika Schraner will become chair of the
Audit Committee, succeeding Christopher Humphrey with effect from
12 August 2022. Richard Tyson, who has served as an independent
non-executive director since April 2018, will with effect from 14
December 2022 succeed Christopher Humphrey as Senior Independent
Director on the Board.
Forward- looking statements
This announcement contains forward-looking statements with
respect to the financial condition, performance, position,
strategy, results and plans of the Group based on Management's
current expectations or beliefs as well as assumptions about future
events. These forward-looking statements are not guarantees of
future performance. Undue reliance should not be placed on
forward-looking statements because, by their very nature, they are
subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and the
Group's plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements. The Company
undertakes no obligation to publicly revise or update any
forward-looking statements or adjust them for future events or
developments. Nothing in this announcement should be construed as a
profit forecast.
The information in this announcement does not constitute an
offer to sell or an invitation to buy shares in the Company in any
jurisdiction or an invitation or inducement to engage in any other
investment activities. The release or publication of this
announcement in certain jurisdictions may be restricted by law.
Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
This announcement contains brands and products that are
protected in accordance with applicable trademark and patent laws
by virtue of their registration.
Responsibility statement of the Directors in respect of the Half
Year Results to 30 June 2022
We confirm that, to the best of our knowledge:
-- The condensed set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting;
-- The interim management report includes a fair review of
the information required by DTR 4.2.7R (indication of
important events during the first six months and description
of principal risks and uncertainties for the remaining
six months of the year); and
-- The interim management report includes a fair review of
the information required by DTR 4.2.8R (disclosure of
related parties' transactions and changes therein).
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial information differs from
legislation in other jurisdictions.
Going concern and viability
The Directors have made appropriate enquiries and consider that
the Group has adequate resources to continue in operational
existence for the foreseeable future, being a period of at least 12
months from the date of approval of the condensed financial
statements. The Directors have considered the potential risk of
lower revenue and, while monitoring developments, they currently
consider there to be minimal risk of breaching covenants.
Accordingly, the Directors continue to adopt the going concern
basis in preparing the financial statements. Further detail on the
assessment of going concern can be found within note 1 to the
condensed financial statements.
For and on behalf of the Board
Stephen Bird
Group Chief Executive
INDEPENT REVIEW REPORT TO VIDUM PLC
Conclusion
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 30 June 2022 which comprises the Income Statement,
the Balance Sheet, the Statement of Changes in Equity, the Cash
Flow Statement and related notes 1 to 13. We have read the other
information contained in the half-yearly financial report and
considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set
of financial statements.
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
June 2022 is not prepared, in all material respects, in accordance
with United Kingdom adopted International Accounting Standard 34
and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410 "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council for use in the
United Kingdom. A review of interim financial information consists
of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual financial statements of the
group will be prepared in accordance with United Kingdom adopted
international accounting standards. The condensed set of financial
statements included in this half-yearly financial report has been
prepared in accordance with United Kingdom adopted International
Accounting Standard 34 "Interim Financial Reporting".
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
Conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with this ISRE (UK), however future events or conditions
may cause the entity to cease to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly
financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
In preparing the half-yearly financial report, the directors are
responsible for assessing the group's ability to continue as a
going concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly financial report, we are
responsible for expressing to the group a conclusion on the
condensed set of financial statement in the half-yearly financial
report. Our conclusion, including our Conclusions Relating to Going
Concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in accordance with
International Standard on Review Engagements (UK) 2410 "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Financial Reporting Council. Our work
has been undertaken so that we might state to the company those
matters we are required to state to it in an independent review
report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than
the company, for our review work, for this report, or for the
conclusions we have formed.
Deloitte LLP
Statutory Auditor
London, United Kingdom
10 August 2022
Condensed Consolidated Income Statement
For the half year ended 30 June 2022
Half year Half year Year to
to 30 June to 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
Notes GBPm GBPm GBPm
------ ------------ ------------ -------------
Revenue 2 223.6 181.4 394.3
Cost of sales (125.7) (101.6) (221.2)
-------------------------------------------------------------- ------ ------------ ------------ -------------
Gross profit 97.9 79.8 173.1
Operating expenses 3 (78.2) (62.8) (139.6)
-------------------------------------------------------------- ------ ------------ ------------ -------------
Operating profit 19.7 17.0 33.5
-------------------------------------------------------------- ------ ------------ ------------ -------------
Comprising
* Adjusted operating profit 30.0 21.9 46.2
* Charges associated with acquisition of businesses and
other adjusting items 4 (10.3) (4.9) (12.7)
19.7 17.0 33.5
-------------------------------------------------------------- ------ ------------ ------------ -------------
Net finance expense 5 (3.3) (1.9) (3.9)
-------------------------------------------------------------- ------ ------------ ------------ -------------
Profit before tax 16.4 15.1 29.6
-------------------------------------------------------------- ------ ------------ ------------ -------------
Comprising
* Adjusted profit before tax 27.1 20.0 42.4
* Charges associated with acquisition of businesses and
other adjusting items, including finance expense 4 (10.7) (4.9) (12.8)
16.4 15.1 29.6
-------------------------------------------------------------- ------ ------------ ------------ -------------
Taxation (3.5) (3.9) (3.7)
-------------------------------------------------------------- ------ ------------ ------------ -------------
Comprising taxation on
* Adjusted profit 6 (6.2) (5.0) (10.3)
* Charges associated with acquisition of businesses and
other adjusting items 6 2.7 1.1 6.6
-------------------------------------------------------------- ------ ------------ ------------ -------------
(3.5) (3.9) (3.7)
-------------------------------------------------------------- ------ ------------ ------------ -------------
Profit for the period attributable
to owners of the parent 12.9 11.2 25.9
---------------------------------------------------------------------- ------------ ------------ -------------
Earnings per share
Basic earnings per share 7 28.0p 24.4p 56.4p
Diluted earnings per share 7 27.0p 23.9p 54.5p
Average exchange rates
Euro 1.19 1.15 1.16
US$ 1.31 1.39 1.38
Consolidated Statement of Comprehensive Income
For the half year ended 30 June
2022
Half year Half year Year to
to 30 June to 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
GBPm GBPm GBPm
--------------------------------------- ------------ ------------ ---------------
Profit for the period 12.9 11.2 25.9
Other comprehensive income/(expense):
Items that will not be reclassified
subsequently to profit or loss:
Remeasurements of defined benefit
schemes 7.2 5.6 6.9
Related tax (1.8) (0.4) (0.7)
Items that are or may be reclassified
subsequently to profit or loss:
Currency translation differences
on foreign currency subsidiaries 19.6 (4.7) (3.9)
Net investment hedges (4.0) 0.7 0.2
Cash flow hedges - reclassified to
the Income Statement, net of tax 0.6 (0.2) (0.1)
Cash flow hedges - effective portion
of changes in fair value, net of
tax 0.2 0.1 (0.1)
------------------------------------------- ------------ ------------ ---------------
Other comprehensive income, net of
tax 21.8 1.1 2.3
Total comprehensive income for the
period attributable to owners of
the parent 34.7 12.3 28.2
------------------------------------------- ------------ ------------ ---------------
Condensed Consolidated Balance Sheet
As at 30 June 2022
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
Notes GBPm GBPm GBPm
---------------------------------- ------ ---------- ---------- ---------------
Assets
Non-current assets
Intangible assets 221.8 142.8 173.7
Property, plant and equipment 69.7 51.7 60.7
Employee benefit asset 8 2.6 - -
Trade and other receivables 6.2 1.6 5.8
Derivative financial instruments 11 3.0 - 0.1
Non-current tax assets 6 3.0 3.2 3.0
Deferred tax assets 37.0 25.5 33.6
343.3 224.8 276.9
---------------------------------- ------ ---------- ---------- ---------------
Current assets
Inventories 111.0 73.2 88.5
Trade and other receivables 66.4 62.6 60.0
Derivative financial instruments 11 0.1 - -
Current tax assets 3.6 4.9 4.7
Cash and cash equivalents 10 31.3 17.1 11.0
212.4 157.8 164.2
---------------------------------- ------ ---------- ---------- ---------------
Total assets 555.7 382.6 441.1
---------------------------------- ------ ---------- ---------- ---------------
Liabilities
Current liabilities
Bank overdrafts - - 3.1
Interest-bearing loans and
borrowings 10 28.7 0.4 13.2
Lease liabilities 10 6.2 4.7 5.7
Trade and other payables 90.6 72.9 76.7
Derivative financial instruments 11 2.0 - 0.3
Current tax liabilities 18.7 8.5 16.0
Provisions 3.8 2.6 1.5
150.0 89.1 116.5
---------------------------------- ------ ---------- ---------- ---------------
Non-current liabilities
Interest-bearing loans and
borrowings 10 159.1 94.1 109.6
Lease liabilities 10 31.4 19.9 24.6
Derivative financial instruments 11 0.3 - -
Other payables 0.8 0.4 0.4
Employee benefit liabilities 3.6 9.8 8.4
Provisions 0.9 1.1 2.9
Deferred tax liabilities 7.7 7.0 4.8
---------------------------------- ------
203.8 132.3 150.7
---------------------------------- ------ ---------- ---------- ---------------
Total liabilities 353.8 221.4 267.2
---------------------------------- ------ ---------- ---------- ---------------
Net assets 201.9 161.2 173.9
---------------------------------- ------ ---------- ---------- ---------------
Equity
Share capital 9.4 9.3 9.3
Share premium 23.2 22.6 23.1
Translation reserve (2.0) (17.9) (17.6)
Capital redemption reserve 1.6 1.6 1.6
Cash flow hedging reserve 0.7 - (0.1)
Retained earnings 169.0 145.6 157.6
---------------------------------- ------ ---------- ---------- ---------------
Total equity 201.9 161.2 173.9
---------------------------------- ------ ---------- ---------- ---------------
Balance Sheet exchange rates
Euro 1.16 1.16 1.19
US$ 1.21 1.38 1.35
Consolidated Statement of Changes in Equity
For the half year ended 30 June 2022 (Unaudited)
Cash
Capital flow
Share Share Translation redemption hedging Retained Total
capital premium reserve reserve reserve earnings equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
-----------------------
Balance at 1 January
2021 9.2 21.7 (13.9) 1.6 0.1 126.7 145.4
Total comprehensive
income for the period
Profit for the
period - - - - - 11.2 11.2
Other comprehensive
(expense)/income
for the period - - (4.0) - (0.1) 5.2 1.1
Contributions by
and distributions
to owners
Dividends paid - - - - - (2.1) (2.1)
Own shares purchased - - - - - (1.6) (1.6)
New shares issued 0.1 0.9 - - - 3.5 4.5
Share-based payment
charge - - - - - 2.6 2.6
Tax related to
share-based payments - - - - - 0.1 0.1
Balance at 30 June
2021 9.3 22.6 (17.9) 1.6 - 145.6 161.2
--------------------------- ---------- ---------- ------------ ------------- ------------ ----------- ---------
Cash
Capital flow
Share Share Translation redemption hedging Retained Total
capital premium reserve reserve reserve earnings equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1 January
2022 9.3 23.1 (17.6) 1.6 (0.1) 157.6 173.9
Total comprehensive
income for the period
Profit for the
period - - - - - 12.9 12.9
Other comprehensive
income for the period - - 15.6 - 0.8 5.4 21.8
Contributions by
and distributions
to owners
Dividends paid - - - - - (11.1) (11.1)
Own shares purchased - - - - - (2.4) (2.4)
Own shares sold - - - - - 1.7 1.7
New shares issued 0.1 0.1 - - - - 0.2
Share-based payment
charge - - - - - 4.6 4.6
Tax related to
share-based payments - - - - - 0.3 0.3
--------------------------- ---------- ---------- ------------ ------------- ------------ ----------- ---------
Balance at 30 June
2022 9.4 23.2 (2.0) 1.6 0.7 169.0 201.9
--------------------------- ---------- ---------- ------------ ------------- ------------ ----------- ---------
Condensed Consolidated Statement of Cash Flows
For the half year ended 30 June 2022
Half year Half year Year to
to 30 June to 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
Notes GBPm GBPm GBPm
--------------------------------------- ------ ------------ ------------ -------------
Cash flows from operating activities
Profit for the period 12.9 11.2 25.9
Adjustments for:
Taxation 3.5 3.9 3.7
Depreciation 7.5 6.1 12.9
Impairment losses on property,
plant and equipment - - 0.2
Amortisation of intangible assets 8.5 6.5 13.0
Fair value losses on derivative 0.2 - -
financial
instruments
Foreign exchange losses/(gains) 0.3 (0.2) -
Share-based payments 4.6 2.6 7.9
Earnout charges and retention
bonuses 2.0 0.2 0.8
Net finance expense 3.3 1.9 3.9
--------------------------------------- ------ ------------ ------------ -------------
Operating profit before changes
in working capital and provisions 42.8 32.2 68.3
Increase in inventories (12.1) (9.3) (21.9)
Increase in receivables (1.9) (12.2) (5.8)
Increase in payables 5.5 23.4 27.8
Decrease in provisions (0.1) (1.4) (2.7)
--------------------------------------- ------ ------------ ------------ -------------
Cash generated from operating
activities 34.2 32.7 65.7
Interest paid (4.4) (1.8) (4.5)
Tax paid (1.0) (4.9) (6.5)
--------------------------------------- ------ ------------ ------------ -------------
Net cash from operating activities 28.8 26.0 54.7
--------------------------------------- ------ ------------ ------------ -------------
Cash flows from investing activities
Proceeds from sale of property,
plant and equipment and software - - 0.1
Purchase of property, plant and
equipment (3.3) (4.4) (10.8)
Capitalisation of software and
development costs (6.2) (5.8) (10.9)
Acquisition of businesses, net
of cash acquired 9 (33.3) (12.7) (56.1)
Net cash used in investing activities (42.8) (22.9) (77.7)
--------------------------------------- ------ ------------ ------------ -------------
Cash flows from financing activities
Proceeds from the issue of shares 0.2 0.9 1.5
Proceeds from the sale of own 1.7 - -
shares
Own shares purchased (2.4) (1.6) (5.8)
Principle lease repayments 10 (3.3) (3.2) (5.7)
Repayment of interest-bearing
loans and borrowings 10 (27.5) (87.8) (128.2)
Borrowings from interest-bearing
loans and borrowings 10 79.8 91.5 160.8
Dividends paid (11.1) (2.1) (7.1)
--------------------------------------- ------ ------------ ------------ -------------
Net cash from/(used in) financing
activities 37.4 (2.3) 15.5
--------------------------------------- ------ ------------ ------------ -------------
Increase in cash and cash equivalents 23.4 0.8 (7.5)
Cash and cash equivalents at
1 January 7.9 16.8 16.8
Effect of exchange rate fluctuations
on cash held - (0.5) (1.4)
--------------------------------------- ------ ------------ ------------ -------------
Cash and cash equivalents at
the end of the period 10 31.3 17.1 7.9
--------------------------------------- ------ ------------ ------------ -------------
1 Accounting policies
Reporting entity
Videndum plc (the "Company", previously The Vitec Group plc) is
a public company limited by shares incorporated in the United
Kingdom under the Companies Act. The Company is registered in
England and Wales and its registered address is Bridge House, Heron
Square, Richmond TW9 1EN, United Kingdom. These condensed
consolidated interim financial statements ("Financial Statements")
as at and for the half year ended 30 June 2022 comprise the Company
and its subsidiaries (together referred to as the "Group").
Basis of preparation and statement of compliance
These condensed consolidated interim financial statements have
been prepared in accordance with United Kingdom adopted IAS 34
"Interim Financial Reporting". This report does not include all of
the information required for full annual financial statements and
should be read in conjunction with the consolidated financial
statements of the Group as at and for the year ended 31 December
2021, which were prepared in accordance with UK-adopted
International Accounting Standards, and were approved by the
Directors.
The comparative figures for the year ended 31 December 2021 do
not constitute statutory accounts for the purpose of section 434 of
the Companies Act 2006. The auditors have reported on the 2021
accounts, and these have been filed with the Registrar of
Companies; their report was unqualified, did not include a
reference to any matters to which the auditors drew attention by
way of emphasis, and did not contain a statement under section
498(2) or (3) of the Companies Act 2006. The half year amounts as
at and for the half years ending 30 June presented in these
condensed consolidated interim financial statements have been
reviewed in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 but have not been audited.
The preparation of interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
In preparing these condensed consolidated interim financial
statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements as at and for the year ended 31
December 2021.
In reporting financial information, the Group presents
alternative performance measures ("APMs") which are not defined or
specified under the requirements of IFRS. The Group believes that
these APMs, which are not considered to be a substitute for, or
superior to, IFRS measures, provide stakeholders with additional
helpful information and enable an alternative comparison of
performance over time. A glossary in note 13 provides a
comprehensive list of APMs that the Group uses, including an
explanation of how they are calculated, why they are used and how
they can be reconciled to an IFRS measure where relevant.
These condensed consolidated interim financial statements were
approved by the Board of Directors on 10 August 2022.
The accounting policies adopted in these interim financial
statements are consistent with those of the previous financial year
and the corresponding interim period. The annual financial
statements of the group will be prepared in accordance with United
Kingdom adopted International Accounting Standards.
Impact of adoption of new accounting standards
There has been no material impact on the Group's consolidated
financial statements of adopting new standards or amendments.
New standards and interpretations not yet adopted
Amended standards and interpretations not yet effective are not
expected to have a significant impact on the Group's consolidated
financial statements.
Going concern
As part of the Directors' consideration of the appropriateness
of adopting the going concern basis in preparing the Financial
Statements, a range of scenarios have been modelled over the next
12 months. Neither the Group's latest forecast nor the downside
scenarios modelled result in a breach of the covenants under the
terms of its multicurrency Revolving Credit Facility ("RCF") and
all scenarios show sufficient cash headroom to continue in
operational existence for the foreseeable future, being a period of
at least 12 months from the date of approval of these Financial
Statements. Under the most severe scenario modelled, the lowest
point of cash headroom in the next 12 months would be at August
2023, when cash headroom under the RCF would be GBP37 million.
The Directors have also considered the Group's capacity to
remain a going concern after consideration of future cash flows,
expected debt service requirements, undrawn facilities and access
to capital markets.
As such, the Directors are satisfied that it is appropriate for
the Group to continue to adopt the going concern basis for
preparing these financial statements.
2 Reportable segments
For the half year ended 30 June 2022
The Group has three reportable segments which are reported in a
manner that is consistent with the internal reporting provided to
the Chief Operating Decision Maker on a regular basis to assist in
making decisions on capital allocated to each segment and to assess
performance.
For the half year to 30 June
Media Solutions Production Creative Corporate Group
(1) Solutions Solutions and unallocated
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
-------- -------- ------ ------ ------ ------ --------- -------- ------ ------
Analysis of revenue from external customers, by location of customer
United Kingdom 8.6 8.0 7.1 6.4 2.6 3.2 - - 18.3 17.6
The rest of Europe 37.7 36.2 18.2 14.3 4.5 4.6 - - 60.4 55.1
North America 40.8 26.1 30.6 23.4 32.3 23.9 - - 103.7 73.4
Asia Pacific 20.0 19.0 8.3 7.2 4.6 4.6 - - 32.9 30.8
The rest of the
World 4.4 2.4 3.3 1.5 0.6 0.6 - - 8.3 4.5
Total revenue
from external
customers 111.5 91.7 67.5 52.8 44.6 36.9 - - 223.6 181.4
Inter-segment
revenue (2) - 0.1 0.3 0.2 0.1 0.1 (0.4) (0.4) - -
-------- -------- ------ ------ ------ ------ --------- -------- ------ ------
Total revenue 111.5 91.8 67.8 53.0 44.7 37.0 (0.4) (0.4) 223.6 181.4
-------- -------- ------ ------ ------ ------ --------- -------- ------ ------
Adjusted operating
profit/(loss) 18.8 12.8 15.0 11.3 4.9 4.5 (8.7) (6.7) 30.0 21.9
Amortisation
of acquired intangible
assets (2.2) (0.5) (0.1) (0.1) (2.9) (2.7) - - (5.2) (3.3)
Acquisition related
charges (2.0) - - (0.1) (1.6) (1.2) (0.6) - (4.2) (1.3)
Integration and
restructuring
costs (0.1) (0.1) - (0.2) (0.5) - (0.3) - (0.9) (0.3)
Operating profit/(loss) 14.5 12.2 14.9 10.9 (0.1) 0.6 (9.6) (6.7) 19.7 17.0
Net finance expense (3.3) (1.9)
Taxation (3.5) (3.9)
------ ------
Profit for the
period 12.9 11.2
-------- -------- ------ ------ ------ ------ --------- -------- ------ ------
Segment assets 241.8 132.5 112.5 101.0 116.1 97.8 10.4 0.6 480.8 331.9
Unallocated assets
Cash and cash
equivalents 31.3 17.1 31.3 17.1
Non-current tax
assets 3.0 3.2 3.0 3.2
Current tax assets 3.6 4.9 3.6 4.9
Deferred tax
assets 37.0 25.5 37.0 25.5
------ ------
Total assets 555.7 382.6
-------- -------- ------ ------ ------ ------ --------- -------- ------ ------
Segment liabilities 69.3 45.6 37.6 41.2 24.5 22.3 8.2 2.3 139.6 111.4
Unallocated liabilities
Interest-bearing
loans and borrowings 0.6 0.9 - - 0.4 0.4 186.8 93.2 187.8 94.5
Current tax liabilities 18.7 8.5 18.7 8.5
Deferred tax
liabilities 7.7 7.0 7.7 7.0
------ ------
Total liabilities 353.8 221.4
-------- -------- ------ ------ ------ ------ --------- -------- ------ ------
(1) The Imaging Solutions segment has been renamed the Media
Solutions segment following the change of the Company name from The
Vitec Group plc to Videndum plc with effect from 23 May 2022.
(2) Inter-segment pricing is determined on an arm's length
basis. These are eliminated in the corporate and unallocated
column.
The Group's operations are located in several geographic
locations, and sell products and services to external customers
around the world.
3 Operating expenses
Half year Half year Year to
to 30 June to 30 June 31 December
2022 2021 2021
GBPm GBPm GBPm
------------------------------------------ ------------ ------------ -------------
Analysis of operating expenses
- Charges associated with acquisition
of businesses and other adjusting items
(1) (10.2) (4.9) (12.6)
- Other administrative expenses (31.7) (26.3) (57.6)
------------------------------------------ ------------ ------------ -------------
Administrative expenses (41.9) (31.2) (70.2)
Marketing, selling and distribution
costs (25.4) (22.6) (49.5)
Research, development and engineering
costs (10.9) (9.0) (19.9)
Total operating expenses (78.2) (62.8) (139.6)
------------------------------------------ ------------ ------------ -------------
(1) Total charges associated with acquisition of businesses and
other adjusting items are GBP10.7 million (2021: GBP4.9 million) of
which GBP10.2 million (2021: GBP4.9 million) are recognised in
operating expenses, GBP0.1 million (2021: GBPnil) in cost of sales,
and GBP0.4 million (2021: GBPnil) in finance expense.
4 Charges associated with acquisition of businesses and other
adjusting items
The Group presents alternative performance measures ("APMs") in
addition to its statutory results. These are presented in
accordance with the Guidelines on APMs issued by the European
Securities and Markets Authority ("ESMA").
APMs used by the Group and, where relevant, a reconciliation to
statutory measures are set out in the glossary to these financial
statements.
The Group's key performance measures, such as adjusted operating
profit, exclude charges associated with acquisition of businesses
and other adjusting items.
The APMs reflect how the business is measured and managed on a
day-to-day basis including when setting and determining the
variable element of remuneration of senior management throughout
the Group (notably cash bonus and the Long Term Incentive Plan
("LTIP")).
Adjusted operating profit, adjusted profit before tax and
adjusted profit after tax are not defined terms under IFRS and may
not be comparable with similarly titled profit measures reported by
other companies. They are not intended to be a substitute for IFRS
measures. All APMs relate to the current period results and
comparative periods where provided.
Half year Half year Year to
to 30 June to 30 June 31 December
2022 2021 2021
GBPm GBPm GBPm
-------------------------------------------- ------------ ------------ -------------
Amortisation of acquired intangible assets (5.2) (3.3) (7.2)
Acquisition related charges (4.2) (1.3) (4.6)
Integration and restructuring costs (0.9) (0.3) (0.9)
-------------------------------------------- ------------ ------------ -------------
Charges associated with acquisition of
businesses and other adjusting items (10.3) (4.9) (12.7)
Finance expense - amortisation of loan
fees on borrowings for acquisitions (0.4) - (0.1)
Charges associated with acquisition of
businesses and other adjusting items,
including finance expense (10.7) (4.9) (12.8)
-------------------------------------------- ------------ ------------ -------------
See note 7 "Earnings per share" for the above, net of tax.
5 Net finance expense
Half year Half year Year to
to 30 June to 30 June 31 December
2022 2021 2021
GBPm GBPm GBPm
Finance income
Net currency translation gains 0.8 0.1 0.5
Finance expense
Interest expense on lease liabilities (0.7) (0.4) (1.0)
Interest expense on interest-bearing loans
and borrowings(1) (3.3) (1.5) (3.3)
Interest expense on net defined benefit
pension scheme (0.1) (0.1) (0.1)
-------------------------------------------- ------------ ------------ -------------
(4.1) (2.0) (4.4)
-------------------------------------------- ------------ ------------ -------------
Net finance expense (3.3) (1.9) (3.9)
-------------------------------------------- ------------ ------------ -------------
(1) Interest expense on interest-bearing loans and borrowings of
GBP3.3 million (2021: GBP1.9 million) includes an amount of GBP0.4
million (2021: GBPnil) relating to amortisation of loan fees on
borrowings for acquisitions. See note 4 "Charges associated with
acquisition of businesses and other adjusting items".
6 Taxation
Income tax expense is recognised at an amount determined by
multiplying the profit before tax for the interim reporting period
by management's best estimate of the weighted-average annual income
tax rate for the full financial year, adjusted for the tax effect
of certain items recognised in full in the interim period. As such,
the effective tax rate in the interim financial statements may
differ from management's estimate of the effective tax rate for the
annual financial statements.
Half year Half year Year to
to 30 June to 30 June 31 December
2022 2021 2021
GBPm GBPm GBPm
The total taxation charge/(credit) in
the Income Statement is analysed as follows:
Summarised in the Income Statement as
follows
Current tax 4.2 4.4 11.4
Deferred tax (0.7) (0.5) (7.7)
----------------------------------------------- ------------ ------------ -------------
3.5 3.9 3.7
----------------------------------------------- ------------ ------------ -------------
Charges associated with acquisition of
businesses and other adjusting items
Current tax (0.8) (0.1) (0.2)
Deferred tax (1.9) (1.0) (6.4)
----------------------------------------------- ------------ ------------ -------------
(2.7) (1.1) (6.6)
----------------------------------------------- ------------ ------------ -------------
Before charges associated with acquisition
of businesses and other adjusting items
Current tax 5.0 4.5 11.6
Deferred tax 1.2 0.5 (1.3)
----------------------------------------------- ------------ ------------ -------------
6.2 5.0 10.3
----------------------------------------------- ------------ ------------ -------------
The Group continues to recognise a GBP3.0 million non-current
tax asset (31 December 2021 and 30 June 2021: GBP3.0 million)
following a payment to HMRC of a Charging Notice received on 8
March 2021 under "The Taxation (Post Transition Period) Bill Act
2020". The Group considers that its appeal against the Charging
Notice will be successful. Additionally, HMRC is also currently in
the process of appealing against the European Commission state aid
investigation and if the HMRC appeal is successful then the amount
will ultimately be repaid to the Group. However, there exists a
contingent liability as at 30 June 2022 of up to GBP3.0 million in
relation to this matter.
7 Earnings per ordinary share
Earnings per share ("EPS") is the amount of post-tax profit
attributable to each share.
Basic EPS is calculated on the profit for the period divided by
the weighted average number of ordinary shares in issue during the
period.
Diluted EPS is calculated on the profit for the period divided
by the weighted average number of ordinary shares in issue during
the period, but adjusted for the effects of dilutive share
options.
The adjusted EPS measure is calculated based on adjusted profit
and is used by management to set performance targets for employee
incentives and to assess performance of the businesses.
The calculation of basic, diluted and adjusted EPS is set out
below:
Half year Half year
to 30 June to 30 June
2022 2021
GBPm GBPm
----------------------------------------------- ------------ ------------
Profit for the financial period 12.9 11.2
Add back charges associated with acquisition
of businesses and other adjusting items, all
net of tax:
Amortisation of acquired intangible assets,
net of tax 4.1 2.4
Acquisition related charges, net of tax 3.4 1.0
Integration and restructuring costs, net of
tax 0.7 0.2
Finance expense - amortisation of loan fees 0.3 -
on borrowings for acquisitions, net of tax
Other tax (income)/expense (0.5) 0.2
------------ ------------
8.0 3.8
------------ ------------
Adjusted profit after tax 20.9 15.0
----------------------------------------------- ------------ ------------
Weighted average Adjusted earnings Earnings per
number of shares per share share
'000
Half year to Half year to Half year to
30 June 30 June 30 June
2022 2021 2022 2021 2022 2021
Number Number pence pence pence pence
-------------------- --------- --------- --------- --------- ------- ------
Basic 46,003 45,868 45.4 32.7 28.0 24.4
Dilutive potential
ordinary shares 1,700 947 (1.6) (0.7) (1.0) (0.5)
-------------------- --------- --------- --------- --------- ------- ------
Diluted 47,703 46,815 43.8 32.0 27.0 23.9
-------------------- --------- --------- --------- --------- ------- ------
8 Employee benefit asset
The Group has employee benefit schemes in the UK, Italy,
Germany, Japan and France. In the UK it is a defined benefit scheme
which was closed to future accruals with effect from 31 July
2010.
As a result of actuarial movements during the period, including
an increase in the discount rate from 1.9% at 31 December 2021 to
3.9% at 30 June 2022, the UK defined benefit scheme is in an
actuarial surplus position at 30 June 2022 (measured on an IAS 19
"Employee Benefits" basis) of GBP2.6 million (31 December 2021:
liability of GBP4.6 million). The surplus has been recognised on
the basis that the Group has an unconditional right to a refund,
assuming the gradual settlement of Scheme liabilities over time
until all members have left the Scheme.
9 Acquisitions
Acquisitions are accounted for under the acquisition method of
accounting. With limited exceptions, identifiable assets acquired
and liabilities and contingent liabilities assumed are measured at
their fair values at the acquisition date. A detailed exercise is
undertaken to assess the fair value of assets acquired and
liabilities assumed, with the use of third-party experts where
appropriate.
The valuation of intangible assets requires the use of
assumptions and estimates, including future growth rates, expected
inflation rates, discount rates used and useful economic lives.
This process continues as information is finalised, and accordingly
the fair values presented in the tables below are provisional
amounts. In accordance with IFRS 3 until the assessment is complete
the measurement period will remain open for up to a maximum of 12
months from the acquisition date so long as information remains
outstanding.
The excess of the consideration transferred, any non-controlling
interest recognised and the fair value of any previous equity
interest in the acquired entity over the fair value of net
identifiable assets acquired is recorded as goodwill.
Acquisition-related costs are recognised in the Income Statement as
incurred in accordance with IFRS 3.
Acquisitions provide opportunities for further development of
the Group's activities and create enhanced returns. Such
opportunities and the workforces inherent in each of the acquired
businesses represent much of the assessed value of goodwill.
Acquisition of Savage
During the period ended 30 June 2022, the process to measure the
fair values of the assets acquired and liabilities assumed was
completed in respect of the Savage acquisition. The Balance Sheet
as at 31 December 2021 has been adjusted to reflect a decrease in
goodwill of GBP0.7 million as a result of adjustments increasing
deferred tax assets by GBP0.5 million, increasing acquired
intangible assets by GBP0.3 million, and increasing other creditors
by GBP0.1 million. An amount of GBP0.2 million was received in the
period in relation to the final working capital adjustment for
Savage.
Acquisition of Audix
On 11 January 2022, the Group acquired 100% of the issued share
capital of Audix LLC ("Audix"), a US company, for consideration of
US$45.8 million (GBP33.7 million), and subject to customary working
capital adjustments. Under the terms of the acquisition, there is
deferred consideration payable in 2023 of US$2.0 million (GBP1.5
million). In addition, a potential payment of up to US$2.3 million
(GBP1.7 million) in relation to contingent consideration could be
payable which is outside of the control of the Group, the fair
value of which is estimated to be GBPnil. The consideration for the
acquisition is set out in the table below.
Audix has been integrated into the Media Solutions Division and
it designs, engineers and manufactures high performing, innovative
microphones for the professional audio industry. Audix products are
highly complementary to the JOBY and Rycote brands and this
acquisition will help to enhance the Group's leading position in
the growing audio market. This acquisition is in line with the
Group's strategy to drive growth by increasing its addressable
markets and expanding its higher technology capabilities.
Based on the provisional view, the fair value of the net assets
acquired in the business at acquisition date was GBP18.7 million,
resulting in goodwill of GBP16.4 million. The whole amount of
goodwill is tax deductible over 15 years and represents the
expected synergies from the acquisition and the assembled
workforce.
In connection with the acquisition, a retention agreement was
entered into with key employees. The retention agreement is for a
total of US$3.1 million (GBP2.3 million) conditional on continued
employment and payable in 2023. This is accounted for as an
employee expense in accordance with IAS 19.
The amounts included in the Group's consolidated results
relating to Audix comprise GBP6.1 million of revenue and GBP1.4
million operating profit. Had the acquisition been made at the
beginning of the year (i.e. 1 January 2022), it would have
contributed the same to the revenue and operating profit of the
Group. The level of profitability is stated after charges
associated with acquisition of businesses.
A summary of the acquisitions is detailed below:
GBPm
Fair value of net assets acquired
Intangible assets 15.1
Property, plant and equipment 5.5
Inventories 3.1
Trade and other receivables 1.1
Cash 0.2
Lease liabilities (4.4)
Trade and other payables (1.1)
Deferred tax (0.8)
---------------------------------------------------- ---------
18.7
Goodwill 16.4
---------------------------------------------------- ---------
Total purchase consideration 35.1
Present value of deferred consideration (1.4)
---------------------------------------------------- ---------
Cash consideration 33.7
Cash acquired (0.2)
---------------------------------------------------- ---------
Total outflow of cash for Audix 33.5
Working capital adjustment received for Savage (0.2)
Total outflow of cash 33.3
---------------------------------------------------- ---------
Transaction costs of GBP0.4 million relating to the acquisition
of Audix, and an earnout and retention payment charge of GBP3.0
million (Audix: GBP1.1 million, Savage: GBP0.3 million, and
Lightstream: GBP1.6 million) are included within operating costs in
the Income Statement.
The trade receivables acquired had a fair value and a gross
contractual value of GBP0.7 million. All contractual cashflows at
acquisition date are expected to be collected.
The carrying amount of goodwill at 30 June 2022 was GBP125.0
million (31 December 2021: GBP99.7 million). During the period
there was a net addition of GBP15.7 million (Audix: increase of
GBP16.4 million, Savage: reduction of GBP0.7 million) resulting
from the acquisition of Audix and measurement period adjustments
relating to the prior year Savage acquisition. The foreign exchange
difference was GBP9.6 million.
10 Analysis of net debt
The table below analyses the Group's components of net debt and
their movements in the period:
Interest-
bearing Liabilities Other Cash Half year
loans and from financing and cash to 30 June
borrowings Leases sub-total equivalents 2022
GBPm GBPm GBPm GBPm GBPm
------------ ------- ---------------- ------------- ------------
Opening at 1
Jan 2022 (122.8) (30.3) (153.1) 7.9 (145.2)
Other cash flows - - - (25.8) (25.8)
Business combinations - (4.4) (4.4) 0.2 (4.2)
Repayments 27.5 3.3 30.8 (30.8) -
Borrowings (79.8) - (79.8) 79.8 -
Leases entered
into during the
year - (4.1) (4.1) - (4.1)
Leases - early
termination - 0.2 0.2 - 0.2
Fees incurred 0.5 - 0.5 - 0.5
Amortisation
of fees (0.7) - (0.7) - (0.7)
Foreign exchange
differences (12.5) (2.3) (14.8) - (14.8)
------------ ------- ---------------- ------------- ------------
Closing at 30
June 2022 (187.8) (37.6) (225.4) 31.3 (194.1)
----------------------- ------------ ------- ---------------- ------------- ------------
Interest bearing loans and borrowings are stated after deduction
of unamortised transaction costs of GBP2.0m (31 December 2021:
GBP2.1m, 30 June 2021: GBP1.4m).
Interest-
bearing Liabilities Other Cash Year to 31
loans and from financing and cash December
borrowings Leases sub-total equivalents 2021
GBPm GBPm GBPm GBPm GBPm
------------ ------- ---------------- ------------- -----------
Opening at 1
Jan 2021 (91.4) (16.2) (107.6) 16.8 (90.8)
Other cash flows - - - (37.0) (37.0)
Business combinations - (4.5) (4.5) 2.6 (1.9)
Repayments 128.2 5.7 133.9 (133.9) -
Borrowings (160.8) - (160.8) 160.8 -
Leases entered
into during the
year - (15.7) (15.7) - (15.7)
Leases - early
termination - 0.1 0.1 - 0.1
Fees incurred 1.3 - 1.3 - 1.3
Amortisation
of fees (0.7) - (0.7) - (0.7)
Foreign exchange
differences 0.6 0.3 0.9 (1.4) (0.5)
------------ ------- ---------------- ------------- -----------
Closing at 31
December 2021 (122.8) (30.3) (153.1) 7.9 (145.2)
----------------------- ------------ ------- ---------------- ------------- -----------
Interest-
bearing Liabilities Other Cash Half Year
loans and from financing and cash to 30 June
borrowings Leases sub-total equivalents 2021
GBPm GBPm GBPm GBPm GBPm
------------ ------- ---------------- ------------- ------------
Opening at 1
Jan 2021 (91.4) (16.2) (107.6) 16.8 (90.8)
Other cash flows - - - 0.3 0.3
Business combinations - (0.3) (0.3) - (0.3)
Repayments 87.8 3.2 91.0 (91.0) -
Borrowings (91.5) - (91.5) 91.5 -
Leases entered
into during the
year - (11.6) (11.6) - (11.6)
Fees incurred 0.2 - 0.2 - 0.2
Amortisation
of fees (0.3) - (0.3) - (0.3)
Foreign exchange
differences 0.7 0.3 1.0 (0.5) 0.5
------------ ------- ---------------- ------------- ------------
Closing at 30
June 2021 (94.5) (24.6) (119.1) 17.1 (102.0)
----------------------- ------------ ------- ---------------- ------------- ------------
On 14 February 2020, the Group signed a GBP165.0 million
five-year (with one optional one year extension) multicurrency
Revolving Credit Facility ("RCF") with a syndicate of five banks.
On 12 November 2021, the Group signed an amendment and restatement
agreement to change the underlying benchmark from LIBOR to the
relevant risk-free rates (SONIA, SOFR, TONA), due to the cessation
of LIBOR on 31 December 2021. In January 2022, a one-year extension
was agreed with four syndicate banks resulting in GBP35.0 million
expiring on 14 February 2025 and GBP130.0 million expiring on 14
February 2026. The Group was utilising GBP114.7 million of the RCF
as at 30 June 2022. Under the terms of the RCF the Group expects to
and has the discretion to roll over the obligation for at least 12
months from the balance sheet date, and as a result, these amounts
are reported as non-current liabilities in the balance sheet.
On 14 November 2021, the Group signed a $53.0 million (GBP43.6
million) three-year amortising Term Loan with a syndicate of four
banks to facilitate the acquisition of Savage. This facility will
expire on 14 November 2024. Following the payment of 10% of the
original amount on its due date of 30 June 2022, the outstanding
balance of this Term Loan was $47.7 million (GBP39.3 million) as at
30 June 2022.
On 7 January 2022, the Group signed a $47.0 million (GBP38.7
million) three-year amortising Term Loan with a syndicate of four
banks to facilitate the acquisition of Audix. This facility will
expire on 7 January 2025. Following the payment of 10% of the
original amount on its due date of 30 June 2022, the outstanding
balance of this Term Loan was $42.3 million (GBP34.8 million) as at
30 June 2022.
11 Derivative financial instruments
The fair value of forward exchange contracts and interest rate
swap contracts is determined by estimating the market value of that
contract at the reporting date. Derivatives are presented as
current or non-current based on their contracted maturity
dates.
Forward exchange contracts
The following table shows the forward exchange contracts in
place at the Balance Sheet date. These contracts mature in the next
eighteen months, therefore the cash flows and resulting effect on
the Income Statement are expected to occur within the next eighteen
months.
Currency Nominal Nominal
amounts Weighted amounts Weighted
as at average as at average
30 June exchange 30 June exchange
2022 rate of 2021 rate of
millions contracts millions contracts
---------------------------- ---------- ---------- ----------- ---------- -----------
Forward exchange contracts
(buy/sell)
GBP/USD forward exchange
contracts USD 26.6 1.28 - -
EUR/USD forward exchange
contracts USD 33.3 1.11 1.6 1.21
GBP/EUR forward exchange
contracts EUR 25.3 1.16 - -
GBP/JPY forward exchange
contracts JPY 27.0 156 - -
EUR/JPY forward exchange
contracts JPY 246.6 130 - -
---------------------------- ---------- ---------- ----------- ---------- -----------
During the period ended 30 June 2022 a net loss of GBP0.6
million (2021: GBP0.2 million net gain) relating to forward
exchange contracts was reclassified to the Income Statement, to
match the crystallisation of the hedged forecast cash flows which
affects the Income Statement.
Interest rate swaps
The following table shows the interest rate swap contracts in
place at the Balance Sheet date. The interest is payable quarterly
on 31 March, 30 June, 30 September and 31 December.
Currency Nominal
amounts Nominal
as at Weighted amounts
30 June average as at
2022 fixed rate Maturity 30 June
millions (1) (2) 2021 millions
------------------------------ ---------- ---------- ------------ --------- ---------------
Interest rate swap contracts
USD Interest rate swaps
float (SOFR) to fix USD 90.0 1.01% Sep-23 -
GBP Interest rate swaps
float (SONIA) to fix GBP 37.0 1.01% Jan-25 -
------------------------------ ---------- ---------- ------------ --------- ---------------
(1) In addition to these fixed rates, the margin relating to the
interest swapped of the underlying Revolving Credit Facility or the
term loans continues to apply.
(2) The notional amounts of the USD interest rate swaps amortise
bi-annually in line with the amortisation of the Term Loans.
During the period ended 30 June 2022 a net loss of GBP0.2
million (2021: GBPnil) relating to interest rate swaps was
reclassified to the Income Statement, to match the crystallisation
of the hedged forecast cash flows which affects the Income
Statement.
Fair value hierarchy
The carrying values of the Group's financial instruments
approximate their fair values.
The Group's financial instruments measured at fair value are
Level 2.
12 Subsequent events
Other than as described below, there were no events after the
Balance Sheet date that require disclosure.
Interim dividend
After the balance sheet date, an interim dividend of 15.0 pence
(2021: 11.0 pence) per share has been declared by the Directors,
totalling GBP6.9 million (2021: GBP5.1 million).
13 Glossary on Alternative Performance Measures ("APMs")
The Group believes that these APMs, which are not considered to
be a substitute for or superior to IFRS measures, provide
stakeholders with additional helpful information and enable an
alternative comparison of performance over time.
APM Closest equivalent Definition & Purpose
IFRS measure
The Group uses APMs to aid the comparability of information
between reporting periods and Divisions, by adjusting for certain
items which impact upon IFRS measures, to aid the user in understanding
the activity taking place across the Group's businesses. APMs
are used by the Directors and Management for performance analysis,
planning, reporting and incentive purposes. Where relevant,
further information on specific APMs is provided in each section
below.
Income Statement Measures
Adjusted Gross profit Calculated as gross profit before
gross charges associated with acquisition
profit of businesses and other adjusting
items.
The table below shows a reconciliation:
See note 4 "Charges associated with
acquisition of businesses and other
adjusting items". Half Half
year year
to 30 to 30 Year to
June June 31 December
2022 2021 2021
GBPm GBPm GBPm
Gross profit 97.9 79.8 173.1
Charges associated
with acquisition
of businesses
and other adjusting
items 0.1 - 0.1
------- ------- -------------
Adjusted gross
profit 98.0 79.8 173.2
-------------------- -------------------------------------------------------------------------------------------------------
Adjusted None Calculated as adjusted gross profit
gross divided by revenue.
profit
margin
-------------------- -------------------------------------------------------------------------------------------------------
Adjusted Profit before Calculated as profit before tax, before
operating tax net finance expense, and before charges
profit associated with acquisition of businesses
and other adjusting items. This is
a key management incentive metric.
Charges associated with acquisition
of businesses include non-cash charges
such as amortisation of acquired intangible
assets and effect of fair valuation
of acquired inventory. Cash charges
include items such as transaction
costs, earnout and deferred payments
and significant costs relating to
the integration of acquired businesses.
The table below shows a reconciliation:
See note 4 "Charges associated with
acquisition of businesses and other
adjusting items". Half Half
year year
to 30 to 30 Year to
June June 31 December
2022 2021 2021
GBPm GBPm GBPm
Profit before
tax 16.4 15.1 29.6
Net finance expense 3.3 1.9 3.9
Charges associated
with acquisition
of businesses
and other adjusting
items 10.3 4.9 12.7
------- ------- -------------
Adjusted operating
profit 30.0 21.9 46.2
---------------------- ------- ------- -------------
-------------------- -------------------------------------------------------------------------------------------------------
Adjusted None Calculated as adjusted operating profit
operating divided by revenue. Progression in
profit adjusted operating margin is an indicator
margin of the Group's operating efficiency.
-------------------- -------------------------------------------------------------------------------------------------------
Adjusted Operating expenses Calculated as operating expenses before
operating charges associated with acquisition
expenses of businesses and other adjusting
items.
The table below shows a reconciliation: Half Half
year year
to to
30 30 Year to
June June 31 December
2022 2021 2021
GBPm GBPm GBPm
Operating expenses (78.2) (62.8) (139.6)
Charges associated
with acquisition
of businesses and
other adjusting
items 10.2 4.9 12.6
------- ------- -------------
Adjusted operating
expenses (68.0) (57.9) (127.0)
Adjusted Profit before Calculated as profit before tax, before
profit tax charges associated with acquisition
before tax of businesses and other adjusting
items that the Group deems, by their
nature, require adjustment in order
to show more accurately the underlying
business performance of the Group
from period to period in a consistent
manner. This is a key management incentive
metric.
See Condensed Consolidated Income
Statement for a reconciliation.
Adjusted None Calculated as finance expense, less
net finance income and amortisation of
finance loan fees on borrowings for acquisitions.
expense The table below shows a reconciliation: Half Half
year year
to to
30 30 Year to
June June 31 December
2022 2021 2021
GBPm GBPm GBPm
Finance expense (4.1) (2.0) (4.4)
Finance income 0.8 0.1 0.5
Amortisation of
loan fees on borrowings
for acquisitions 0.4 - 0.1
------ ------ -------------
Adjusted net finance
expense (2.9) (1.9) (3.8)
Adjusted Profit after Calculated as profit after tax before
profit tax charges associated with acquisition
after tax of businesses and other adjusting
items.
See Condensed Consolidated Income
Statement for a reconciliation.
Adjusted Basic earnings Calculated as adjusted profit after
basic per share tax divided by the weighted average
earnings number of ordinary shares outstanding
per during the period. This is a key management
share incentive metric.
See note 7 "Earnings per share" for
a reconciliation.
Cash Flow Measures
Free cash Net cash from Net cash from operating activities
flow operating after proceeds from the sale of property,
activities plant and equipment and software,
purchase of property, plant and equipment,
and capitalisation of software and
development costs. This measure reflects
the cash generated in the period that
is available to invest in accordance
with the Group's capital allocation
policy.
See "Adjusted operating cash flow"
below for a reconciliation.
-------------------- -------------------------------------------------------------------------------------------------------
Adjusted Net cash from Free cash flow before payment of interest,
operating operating tax, restructuring and integration
cash flow activities costs, and transaction costs relating
to the acquisition of businesses.
This is a measure of the cash generation
and working capital efficiency of
the Group's operations. Adjusted operating
cash flow as a percentage of adjusted
operating profit is a key management
incentive metric. Half Half
year year
to 30 to 30 Year to
June June 31 December
2022 2021 2021
GBPm GBPm GBPm
------- ------- -------------
Profit for the
period 12.9 11.2 25.9
Add back:
Taxation and net
finance expense 6.8 5.8 7.6
Charges associated
with acquisition
of businesses
and other adjusting
items 10.3 4.9 12.7
------- ------- -------------
Adjusted operating
profit 30.0 21.9 46.2
Depreciation 7.5 6.1 12.9
Amortisation of
capitalised software
and development
costs 3.3 3.2 5.8
Adjusted working
capital movement(1) (7.8) 2.6 1.1
Adjusted provision
movement ( (1) (0.5) 0.4 (0.8)
Other:
- Fair value losses 0.2 - -
on derivative
financial instruments
- Foreign exchange
losses/(gains) 0.3 (0.2) -
- Share-based
payments excluding
retention charges 3.6 2.0 5.9
- Impairment losses
on property, plant
and equipment - - 0.2
- Proceeds from
sale of property,
plant and equipment
and software - - 0.1
- Purchase of
property, plant
and equipment (3.3) (4.4) (10.8)
- Capitalisation
of software and
development costs (6.2) (5.8) (10.9)
Adjusted operating
cash flow 27.1 25.8 49.7
Interest paid (4.4) (1.8) (4.5)
Tax paid (1.0) (4.9) (6.5)
Payments relating
to:
Earnout and retention
bonuses (1.1) (2.0) (2.2)
Restructuring
and integration
costs (0.5) (1.0) (1.9)
Transaction costs (0.8) (0.3) (1.5)
------- ------- -------------
Free cash flow 19.3 15.8 33.1
Proceeds from
sale of property,
plant, equipment
and software - - (0.1)
Purchase of property,
plant and equipment 3.3 4.4 10.8
Capitalisation
of software and
development costs 6.2 5.8 10.9
------- ------- -------------
Net cash from
operating activities 28.8 26.0 54.7
------- ------- -------------
(1) See "adjusted working capital
movement" and "adjusted provision
movement" below for a reconciliation.
Adjusted None The adjusted working capital movement
working excludes movements in provisions,
capital and movements relating to charges
movement associated with acquisition of businesses
and other adjusting items. Half Half
year year
to 30 to 30 Year to
June June 31 December
2022 2021 2021
GBPm GBPm GBPm
(Increase)/decrease
in inventories (12.1) (9.3) (21.9)
(Increase)/decrease
in receivables (1.9) (12.2) (5.8)
Increase/(decrease)
in payables 5.5 23.4 27.8
------- ------- -------------
(Increase)/decrease
in working capital,
excluding provisions (8.5) 1.9 0.1
Deduct inflows
from adjusting
charges:
Effect of fair
valuation of acquired
inventory (0.1) - (0.1)
Add back following
outflows:
Adjustments for
integration and
restructuring
costs, transaction
costs relating
to acquisition
of businesses,
and earnout and
retention bonuses 0.8 0.7 1.1
------- ------- -------------
Adjusted working
capital movement (7.8) 2.6 1.1
------------------------ ------- ------- -------------
Adjusted Increase/(decrease) The adjusted provisions movement excludes
provisions in provisions movements relating to charges associated
movement with acquisition of businesses and
other adjusting items.
The table below shows a reconciliation: Half Half
year year
to to
30 30 Year to
June June 31 December
2022 2021 2021
GBPm GBPm GBPm
Decrease in provisions (0.1) (1.4) (2.7)
Adjustments for
integration and
restructuring costs (0.4) 0.7 0.7
Earnout and deferred
payments - 1.1 1.2
------
Adjusted provision
movement (0.5) 0.4 (0.8)
-------------------- -------------------------------------------------------------------------------------------------------
Other Measures
Return on None ROCE is calculated as annual adjusted
capital operating profit divided by the average
employed total assets (excluding defined benefit
("ROCE") pension asset), current liabilities
(excluding current interest-bearing
loans and borrowings), and non-current
lease liabilities.
The average is based on the opening
and closing position of the 12 month
applicable period. 12 months 12 months
ended ended 12 months
to 30 30 June ended
June 2021 31 December
2022 2021
GBPm GBPm GBPm
Adjusted operating
profit for the
last 12 months 54.3 36.2 46.2
Opening capital
employed 274.0 279.7 259.7
Total assets 555.7 382.6 441.1
Less defined (2.6) - -
benefit asset
Less current
liabilities (150.0) (89.1) (116.5)
Add current interest-bearing
loans and borrowings 28.7 0.4 13.2
Less non-current
lease liabilities (31.4) (19.9) (24.6)
---------- ---------- -------------
Closing capital
employed 400.4 274.0 313.2
Average capital
employed 337.2 276.9 286.5
---------- ---------- -------------
ROCE% 16.1% 13.1% 16.1%
------------------------------ ---------- ---------- -------------
-------------------- -------------------------------------------------------------------------------------------------------
Constant None Constant currency variances are derived
currency by calculating the current year amounts
at the applicable prior year foreign
currency exchange rates, excluding
the effects of hedging in both years.
Revenue growth is presented on a constant
currency basis as this best represents
the impact of volume and pricing on
revenue growth.
-------------------- -------------------------------------------------------------------------------------------------------
Cash None This is calculated as adjusted operating
conversion cash flow divided by adjusted operating
profit. This is a key management incentive
metric and is a measure used within
the Group's incentive plans.
-------------------- -------------------------------------------------------------------------------------------------------
Net debt None See note 10 "Net debt" for an explanation
of the balances included in net debt,
along with a breakdown of the amounts.
-------------------- -------------------------------------------------------------------------------------------------------
Adjusted None Calculated as adjusted operating profit
EBITDA for the last 12 months before depreciation
of tangible fixed assets and amortisation
of intangibles (other than those already
excluded from adjusted operating profit).
The table below shows a reconciliation: 12 months 12 months 12 months
ended ended ended
30 June 30 June 31 December
2022 2021 2021
GBPm GBPm GBPm
Adjusted operating
profit for the
last 12 months 54.3 36.2 46.2
Add back depreciation 14.3 12.6 12.9
Add back amortisation
of intangible
assets 15.0 12.7 13.0
Less amortisation
of acquired
intangible assets (9.1) (6.4) (7.2)
----------
Adjusted EBITDA 74.5 55.1 64.9
-------------------- -------------------------------------------------------------------------------------------------------
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END
IR GPUCCRUPPGAU
(END) Dow Jones Newswires
August 11, 2022 02:00 ET (06:00 GMT)
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