Interim Results

CSS Stellar PLC 20 September 2001 CSS STELLAR plc INTERIM RESULTS 2001 CSS Stellar plc ('CSS Stellar' or the 'Group'), the sports and entertainment management and marketing group, which listed on AIM in December 2000, today announces its unaudited interim results for the six months ended 30 June 2001. Highlights: * Pre tax Profit increased by 78% to £700,000 (2000:£393,000) * Operating Profit increased 48% to £745,000 (2000: £504,000) * EBITDA was up 37% to £1.2m (2000: £0.88m) * Earnings per share more than doubled to 3.04p (2000: 1.38p) * Several acquisitions in the first half, continuing the strategic development of the Group * New Clients include Anne Robinson, Sir Steven Redgrave, PPP, Steve McManaman and Toyota John Webber, CSS Stellar Chairman today said: 'We have made a number of acquisitions since flotation in December 2000 to build on the Board's strategy to create a global sports and entertainment management and marketing business. Despite the overall down-turn in the current economic climate, the Board is confident that the levels of contracted income and the durability of the CSS Stellar business will allow us to demonstrate further progress in the current year and continue the implementation of the strategy outlined at flotation' 20th September 2001 Enquiries: CSS Stellar plc Julian Jakobi, CEO Tel: 0207 907 4520 Sean Kelly, Finance Director Weber Shandwick John Wade Tel: 0207 329 0096 Sarah Moriarty Granville Baird Peter Watson Tel: 0207 488 1212 CHAIRMAN'S STATEMENT Group Results The six months to 30 June 2001 were the first interim period for the Group as an AIM listed Company. During this period, the Group recorded gross profit of £4.2m (2000: £3.3m), an improvement of 25% and EBITDA for the six months was £ 1,206,000 (2000: £883,000), an increase of 37% year on year. Operating profits rose to £745,000 (2000: £504,000) and pre tax profit increased by 78% to £ 700,000 (2000: £393,000) Operating Review The addition of new clients and acquisitions made in the first half have served to strengthen the overall product and service offering to ensure a more broadly balanced client base across the sport and entertainment sectors. Clients Prior to goodwill amortisation, the client business made an operating profit of £770,000 (2000: £532,000), which represents an increase of 45%. The client base at the beginning of the year, which included Michael Parkinson and Richard Burns, performed ahead of expectation in the first half, and contributions from new clients such as Anne Robinson, Sir Steven Redgrave, Reuters (in golf) and PPP have all increased revenues in the client area. In addition, since 30 June, Allan McNish has been confirmed as a F1 driver for the new Toyota team next year and Dario Franchitti has extended his contract with CART Racing's Team Green for two years. In Football the Group has, since the period end, agreed terms to acquire the businesses of Kate Buxton and Greville Waterman. Kate's business is primarily concerned with the provision of financial advice to sports and entertainment personalities, with a specialism in the football market obtained through her advisory relationship with Steve McManaman. Greville recently obtained the Pizza Hut sponsorship deal for Fulham FC. Both Kate and Greville are expected to make a contribution to the second half profits. The acquisition of GEM in July will also significantly add to the size of the client division in the second half. CSS Stellar previously had an option to purchase part of GEM and in July acquired 100% of this North American consultancy which specialises in sports marketing. GEM's clients include Coca-Cola, UPS, Sears and Molson. Following completion of the acquisition, GEM's CEO, Rick Jones was appointed to the Board of CSS Stellar. Events Operating profits from events prior to goodwill amortisation rose by 55% to £ 199,000 (2000: £128,000). Overall, the performance was encouraging, reflecting the Group's decision to focus on event services, which have a proven track record of income generation. The events business increased in size as a result of exercising the option to purchase the remaining 50% of ARB, the specialist provider of televisual and electronic services at outdoor events, making it a wholly owned subsidiary of the Group. Icon, the specialist event display business, performed ahead of expectations and continued to service the UEFA Champions League, the England Test Matches and, for the first time, Wimbledon. CSS Stellar Golf is holding its first event at Royal Liverpool Golf Club in October with the inaugural staging of the Duke of York Young Champions Trophy. Prior to flotation, the Group made a small investment in tennis events, namely The ATP Seniors tennis event in Dublin sponsored by KPMG and The Samsung Open in Brighton. Neither event has met expectations and consequently the Group is reducing its exposure to tennis in the near future and will not hold the Brighton event this year. Acquisitions & Disposals In the first six months of the year the Board has focused on resolving the minority interest positions of its subsidiary companies whilst laying the foundations for future acquisitions. In the period the Group: - * Purchased JRP Management, Anne Robinson's management company for £231,000, paid in shares. * Purchased from its management the 25% of Icon not already owned by CSS Stellar for £675,000, paid in shares. * Exercised an option to purchase the other 50% of ARB, for a consideration capped at £1m, to be determined by pre-tax profits for two years from 1 January 2001. * Sold 25% of CSS Tennis Events to Jeremy Dier, realising a profit of £42,000. In addition, since the 30th June 2001 the Group has made the following acquisitions: * Purchase of 100% of GEM, a North American based consultancy specialising in sports marketing, whose clients include Coca Cola, UPS, Sears and Molson. This purchase was for an initial consideration of $9.5m, of which $1.9m was satisfied in cash, and $7.6m in new CSS Stellar shares. A further deferred consideration capped at $20.5m, which is dependent on the achievement of certain performance targets, is payable 50% shares and 50% loan notes. * The Group believes that to pursue expansion in the management of football players and related businesses and the provision of financial advice is an important component of the total service offering to current and potential clients This has been achieved in part by the purchase of the businesses of Kate Buxton, who specialises in the provision of financial and contractual advice in the Sports and Entertainment industry. The business, PFM, is PIA registered and clients include Steve McManaman of Real Madrid, Samantha Janus, and Alexander McQueen. The maximum consideration is £3m, payable in shares, all of which is deferred and will be determined by profits over the next 36 months. * Terms have been agreed for the acquisition of The Sponsorship Consultancy, a specialist sponsorship agency. Greville Waterman, the Chief Executive, was previously at IMG and then MD of Strategic Sponsorship. The consideration is for a maximum of £750,000, of which 50% is in shares. Clients include Ericsson, Muller, Fulham Football Club and London Wasps. * The expansion of the Group's television and entertainment business is being progressed by the acquisition of certain broadcasting and presentation rights from Dame Shirley Bassey and Michael Parkinson in September and which will be exploited by the burgeoning entertainment division. Maximum consideration for these rights is £700,000 payable in shares. The Group is reviewing a number of other acquisitions to build on its strategy to create a global sports and entertainment management and marketing business. Current Trading & Outlook Since the 30th June, the Group has started the integration of GEM and the smaller businesses of Kate Buxton and Greville Waterman. The Board is conscious that as a service business the quality of delivery is key to the overall success of the Group. Therefore, the Group has continued to invest in its staff to ensure that the infrastructure is in place to support its growth strategy. The global economic situation and the recent tragedy in the USA means the macro- economic situation is generally less encouraging now than it was at the beginning of the year. However, the Group's level of contracted income and the quality of the existing businesses together with recent acquisitions gives the Board confidence that further progress will be made in the second half in line with the Group's objectives. This confidence is supported by current trading. CSS STELLAR PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT 6 Months ended 30th June 2001 Unaudited Unaudited Audited 6 Months 6 Months Year to to to 30.6.2001 30.6.2000 31.12.2000 Notes £000 £000 £000 Turnover - Continuing 6,597 5,510 13,179 operations and share of joint venture Acquisitions 622 - - Less : Share of joint venture (540) - - ------------- ------------- ------------- 6,679 5,510 13,179 Cost of sales (2,502) (2,177) (6,042) ------------- ------------- ------------- Gross profit 4,177 3,333 7,137 Administration expenses other (3,208) (2,673) (5,389) than amortisation Amortisation of goodwill (224) (156) (348) ------------- Administration expenses - Total (3,432) (2,829) (5,737) ------------- ------------- ------------- Operating profit 2 745 504 1,400 Share of operating loss of (82) - (41) Joint Venture Exceptional items 3 42 - (170) ------------- ------------- ------------- 705 504 1,189 Interest receivable 91 3 38 Interest payable (96) (114) (219) ------------- ------------- ------------- Profit on ordinary activities 700 393 1,008 before taxation Tax on profit on ordinary (253) (199) (674) activities ------------- ------------- ------------- Profit on ordinary activities 447 194 334 after taxation Equity minority interest 25 (26) (90) ------------- ------------- ------------- Profit retained 472 168 244 ====== ====== ====== Earnings per Ordinary share 4 p. p. p. (pence) Basic 3.04 1.38 1.97 Diluted 2.46 1.38 1.95 ------------- ------------- ------------- £000 £000 £000 Statement of total recognised gains and losses Profit for the financial year 472 168 244 Unrealised surplus on revaluation of - - 171 freehold property ------------- ------------- ------------- Total gains and losses 472 168 415 recognised since last annual report ======= ======= ======= CSS STELLAR PLC CONSOLIDATED BALANCE SHEET As at 30th June 2001 Unaudited Unaudited Audited 30.6.2001 30.6.2000 31.12.2000 £000 £000 £000 £000 £000 £000 FIXED ASSETS Intangible Assets 7,408 5,786 6,347 Tangible Assets 2,411 2,990 1,137 Investments - Interest in Joint Venture - Share of 1,241 gross assets - Share of (820) 421 gross liabilities ------------- Investments - Interest 467 - in Associate - Other 115 65 96 ------------- ------------ ------- 9,934 9,308 8,001 CURRENT ASSETS Stocks and work 311 197 147 in progress Debtors 6,806 4,141 4,370 Cash at bank 2,639 304 3,929 and in hand ----------- ------------- ------------- 9,756 4,642 8,446 ----------- ------------- ------------- CREDITORS: AMOUNTS FALLING DUE WITHIN (5,322) (5,693) (4,131) ONE YEAR ----------- ------------- ------------- Net Current Assets/ 4,434 (1,051) 4,315 (Liabilities) ------------ ------------ ------------ Total Assets less 14,368 8,257 12,316 Current Liabilities CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR Convertible debt - (3,661) - Other (1,125) (1,743) (400) ----------- ------------- ------------- (1,125) (5,404) (400) Equity minority - (80) (74) interests ------------- ------------- ------------- 13,243 2,773 11,842 ------------- ------------- ------------- CAPITAL AND RESERVES Called up 7,857 2,441 7,556 share capital Share premium 4,335 - 3,357 Shares to be - - 350 issued Revaluation 171 - 171 reserve Profit and 880 332 408 loss account ------------- ------------ ------------ Equity 13,243 2,773 11,842 shareholders' funds ------------ ------------ ------------ CSS STELLAR PLC CONSOLIDATED CASH FLOW STATEMENT 6 Months Unaudited Unaudited Audited ended 30th 6 Months 6 Months Year June 2001 to to to Notes 30.6.01 30.6.01 31.12.2000 £000 £000 £000 £000 £000 £000 Cash (outflow) / 1 (257) 500 541 inflow from operating activities Returns on investments and servicing of finance Interest Paid (66) (114) (219) Interest Received 91 3 38 ----------- ---------- ----------- Net cash inflow / 25 (111) (181) (outflow)from returns on investments and servicing of finance Taxation (122) - (336) Capital expenditure and financial investment Purchase of (51) (319) (753) tangible fixed assets Sale/ 24 (16) (48) (Purchase ) of intangible fixed assets Sale of tangible - - 2,736 fixed assets ----------- ----------- ----------- Net cash (outflow)/ (27) (335) 1,935 inflow from capital expenditure and financial investment Acquisitions and disposals Purchase of (10) (13) (52) subsidiaries Sale of 42 - - minority interest in subsidiary Purchase of - - (462) joint venture/ associate Purchase of (19) (65) (96) investment - other ----------- ----------- ----------- Net cash outflow 13 (78) (610) from acquisitions and disposals Management of Liquid Resources Sale / (Purchase) 3,500 - (3,500) of short-term bank deposits ----------- ----------- ----------- Net cash outflow 3,132 (24) (2,151) before financing Financing New shares issued 30 - 5,000 Less associated - - (695) costs Increase in - 300 823 debt Repayment of (382) (870) (2,213) debt Capital element (102) (58) (138) of finance lease rentals ----------- ----------- ----------- Net cash inflow (454) (628) 2,777 from financing ----------- ----------- ---------- Increase/(decrease) 2,678 (652) 626 in cash ----------- ----------- ---------- CSS STELLAR PLC NOTES 6 Months ended 30th June 2001 1. Reconciliation of Operating Profit to Net Cash Inflow from Operating Activities 6 Months 6 Months Year to to To 30.6.2001 30.6.2000 31.12.2000 £000 £000 £000 Operating profit 745 504 1,400 Dividend paid to minority interest (26) (12) (82) Dividend received from Associate - - 90 Depreciation charge 237 223 350 Amortisation of intangibles 224 156 364 Exceptional relocation costs - - (200) Increase in stocks (36) (65) (15) Increase in debtors (1,578) (2,110) (2,010) Increase in creditors 177 1,804 644 ------------- ------------- ------------- (257) 500 541 ------------- ------------- ------------- 2. Analysis of Trading and Net Assets by Class of Business Divisions Turnover Profit before Taxation 6 Months 6 Months Year 6 Months 6 Months Year to to to to to to 30.6.2001 30.6.2000 31.12.2000 30.6.2001 30.6.2000 31.12.2000 £000 £000 £000 £000 £000 £000 Client 2,790 2,246 4,521 770 532 1,285 representation Events 3,889 3,264 8,658 199 128 463 ----------- ---------- ---------- --------- --------- ---------- 6,679 5,510 13,179 969 660 1,748 ----------- ---------- ---------- Goodwill (224) (156) (348) amortisation --------- ----------- -------- Operating 745 504 1,400 profit Share of operating profit of Joint Venture/ (82) - (41) Associates ---------- --------- --------- 663 504 1,359 Exceptional 42 - (170) items Net interest (5) (111) (181) --------- --------- --------- Group profit 700 393 1,008 before taxation --------- --------- --------- The origin and destination of turnover is substantially the United Kingdom during the period. CSS STELLAR PLC NOTES 6 Months ended 30th June 2001 3. Exceptional items 6 Months 6 Months Year to to to 30.6.2001 30.6.2000 31.12.2000 £000 £000 £000 Profit on sale of freehold premises - - 473 Profit on sale of minority interest 42 - - Related cost of relocation - - (200) Listing expenses - - (443) ------------- ------------- ------------- 42 - (170) ------------- ------------- ------------- 4. Earnings Per Share Earnings Weighted Per share average no. amount £ of shares pence 6 Months ended 30 June 2001 Basic Earnings per share Earnings attributable to ordinary 472,000 15,529,496 3.04 shareholders ------------- Dilutive effect of securities Options and warrants - 3,666,404 Diluted Earnings per share ------------- ------------- Adjusted earnings 472,000 9,195,900 2.46 ------------- ------------- ------------- 6 Months ended 30 June 2000 Basic Earnings per share Earnings attributable to ordinary 168,000 12,205,000 1.38 shareholders ------------- Dilutive effect of securities Options and warrants - - Diluted Earnings per share ------------- ------------- Adjusted earnings 168,000 12,205,000 1.38 ------------- ------------- ------------- Year ended 31 December 2000 Basic Earnings per share Earnings attributable to ordinary 244,000 12,368,497 1.97 shareholders ------------- Dilutive effect of securities Options and warrants - 169,678 Diluted Earnings per share ------------- ------------- Adjusted earnings 244,000 12,538,175 1.95 ------------- ------------- ------------- The earnings per share have been calculated taking account of the share split and the conversion of the unsecured Loan Stock 2014 for the whole of 2000 and the preceding six months. CSS STELLAR PLC NOTES 6 Months ended 30th June 2001 5. Acquisitions After the Period THE GEM GROUP Consideration payable The initial consideration payable under the acquisition agreement is $9.5m (approximately £6.8m) which was satisfied 80 per cent in new ordinary shares in the capital of the Company at 270p per share and 20 per cent in cash. The deferred consideration payable, which is subject to an overall cap of $20.5 million, will equate to ten times GEM's audited EBITDA, for the year ended 31 December 2001 less the initial consideration, and debt outstanding as at that date. Such additional deferred consideration will be payable 50 per cent in cash, deferred for a year, and 50 per cent in shares. Existing share options in GEM will convert into options on CSS Stellar shares. Placing In order to finance the cash proportion of the initial consideration payable under the terms of the acquisition agreement, CSS Stellar placed 740,000 new ordinary shares with institutional and other investors at 270 pence per share. 6. Publication of Non-Statutory Accounts The financial information set out in this interim report does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The figures for the period ended 31 December 2000 have been extracted from the statutory financial statements which have been filed with the Registrar of Companies. The auditors' report on those financial statements was unqualified and did not contain a statement under Section 237(2) of the Companies Act 1985. 7. Basis of Preparation The interim financial statements have been prepared in accordance with applicable accounting standards and under the historical cost convention. The principal accounting polices of the group have remained unchanged from those set out in the group's 2000 annual report and financial statements.
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