Creative Solutions designs, manufactures and distributes premium branded products and solutions for independent content creators, enterprises, broadcasters, and film and video production companies. It is made up of a number of brands that Vitec has acquired and includes Teradek, SmallHD, Wooden Camera, RTMotion and Rycote. Creative Solutions represents 17% of Group revenue, and our three year strategy is to increase revenue and maintain higher margins.
|
Adjusted* |
Statutory |
Creative Solutions |
2018 |
2017 |
% Change |
% Change at constant exchange rates |
2018 |
2017 |
Revenue |
£65.1m |
£63.2m |
+3.0% |
+6.2% |
£65.1m |
£63.2m |
Operating profit |
£15.7m |
£13.0m |
+20.8% |
+24.6% |
£6.3m |
£2.9m |
Operating margin |
24.1% |
20.6% |
+350 bps |
+360 bps |
9.7% |
4.6% |
* For Creative Solutions, before charges associated with acquisition of businesses of £9.4m (2017: £10.1m). Creative Solutions' revenue grew by 3.0% to £65.1 million and increased by 6.2% at constant exchange rates. This includes the benefit from the acquisitions of Rycote in September 2018, Amimon in November 2018 and the year-on-year incremental benefit from RTMotion. At constant exchange rates and after excluding the impact from acquisitions, revenue grew by 2.3% despite the adverse impact of the disruption at SmallHD. On a like-for-like basis, adjusting for the estimated SmallHD lost revenue, the Division outperformed the market in 2018, which we continue to estimate is growing at 6%. The transformational acquisition of Amimon, which owns the wireless technology that interconnects devices on-set, is a crucial element in the next stage of growth for Teradek and other Creative Solutions brands that use this core technology. In acquiring Rycote, we have enabled expansion into the fast-growing adjacent audio capture market with cross-selling opportunities from all three Divisions. We are making good progress with the integration of these two businesses. SmallHD delivered good year-on-year growth despite disruption and launched new products that have been very well-received, including the Focus OLED and Focus SDI which expand the range of our hugely successful Focus on-camera monitor. Increased collaboration between our brands resulted in the 703 Director's Monitor, which combines a SmallHD monitor with Teradek's wireless video capability, while a recently launched version also includes an integration with RTMotion lens control. SmallHD completed its move to a new facility in November 2018 which has increased our capability for product development and enables us to meet higher demand as the business continues to grow. We opened a new showroom in Los Angeles that offers products from all the Division's brands and gives customers access to training and advice. Adjusted operating profit margin* increased by 3.5% pts to 24.1% on a reported basis, which includes a benefit from the accounting treatment of the SmallHD insurance claim. Higher margins also reflect higher volumes partly offset by increased investment to develop new products which has positioned us well for the future. Statutory operating profit increased by £3.4 million to £6.3 million. The 2019 outlook for the Division reflects growth in revenue in line with the market, including normalised SmallHD sales and the benefit from acquisitions. We expect to maintain higher margins in line with the three-year strategy. Corporate costs Corporate costs include payroll and bonus costs for the Directors and head office team, Long Term Incentive Plan costs for key individuals across the Group, professional fees, property costs and travel costs.
|
Adjusted* |
Statutory |
Corporate costs |
2018 |
2017 |
% Change |
% Change at constant exchange rates |
2018 |
2017 |
Operating (loss) |
£(13.4)m |
£(12.9)m |
3.9% |
3.9% |
£(13.4)m |
£(12.9)m |
The increase in corporate costs includes higher Long Term Incentive Plan accruals linked to good financial performance. Financial detail Adjusted operating profit* for continuing operations in 2018 was £53.5 million, £8.3 million higher than the prior year. This reflects an increase in adjusted gross profit* of £6.0 million, favourable foreign exchange impact of £0.6 million and a £2.2 million inorganic contribution from acquisitions, partly offset by a £0.5 million increase in adjusted operating expenses*. The statutory operating profit for continuing operations of £40.2 million was £10.0 million higher than prior year. Management's estimate of these drivers is summarised in the following table:
Adjusted operating profit* bridge for continuing operations £ million |
2017 Adjusted operating profit* |
|
45.2 |
|
|
|
Increase in adjusted gross profit* |
6.0 |
|
Increase in adjusted operating expenses* |
(0.5) |
|
|
|
5.5 |
|
|
|
Acquisitions (inorganic element) |
|
2.2 |
|
|
|
Foreign exchange effects: |
|
|
- Translation |
(0.1) |
|
- Transaction after hedging |
0.7 |
|
|
|
0.6 |
|
|
|
2018 Adjusted operating profit* |
|
53.5 |
* Before charges associated with acquisition of businesses and material non-operating events as defined in the Glossary. Net financial expense Net financial expense of £2.3 million was lower than the prior year (2017: £2.8 million) mainly due to favourable net currency translation gains. Interest expense was £2.7 million (2017: £2.6 million) and was covered 24 times (2017: 23 times) by adjusted EBITDA*. Profit before tax Adjusted profit before tax* for continuing operations increased by £8.8 million to £51.2 million (2017: £42.4 million). Statutory profit before tax for continuing operations increased from £27.4 million to £37.9 million. Acquisitions On 8 November 2018, the Group acquired 100% of the share capital of Amimon Inc ("Amimon"), for net consideration of US$52.7 million (£40.1 million) after taking account of an adjustment of US$0.5 million (£0.4 million) for a pre-existing contractual relationship, and US$6.0 million (£4.6 million) of cash in the business at acquisition date. The fair value of the net assets acquired, excluding cash in the business at acquisition date was £27.6 million resulting in goodwill of £12.9 million. On 17 September 2018, the Group acquired 100% of the issued share capital of Rycote Microphone Holdings Limited ("Rycote"), a private company based in the UK, for net cash consideration of £5.6 million, after taking account of £0.3 million of cash in the business at acquisition date. The fair value of the net assets acquired, excluding cash in the business at acquisition date was £3.6 million resulting in goodwill of £2.0 million. Under the terms of the acquisition, there are two potential deferred payments of £1.25 million each payable in cash, one in January 2020 and the other in January 2021. These are dependent on the achievement of non-financial targets being met over a 24 month period following completion subject to the vendors remaining employed by the Group at the earnout date. In 2018 an amount of £0.4 million was provided for and charged to the Income Statement in relation to the remuneration expense. On 6 March 2018, the Group acquired 100% of the issued share capital of Adeal Proprietary Limited ("Adeal"), a company based in Australia, for net cash consideration of A$4.5 million (£2.5 million), after taking account of A$0.2 million (£0.1 million) of cash in the business at acquisition date. The fair value of the net assets acquired, excluding cash in the business at acquisition date was £2.4 million resulting in goodwill of £0.1 million. After year-end, on 22 January 2019, the Group acquired 100% of the issued share capital of Syrp Ltd ("Syrp"), a company based in New Zealand, for an initial cash consideration of NZ$4.5 million (£2.4 million). Up to a further NZ$25.5 million (£13.4 million) cash consideration will be payable dependent on Syrp meeting financial targets in 2019 and 2020, subject to the vendors remaining employed by the Group at the earnout date. The maximum consideration is payable only if the contribution from products that include Syrp's technology exceeds NZ$13.4 million (£7.0 million) in 2020. Charges associated with acquisition of businesses and material non-operating events The 2018 charges relate to the Group's acquisition activities, amortisation of previously acquired intangible assets, and a one-off pension charge relating to guaranteed minimum pension benefits. The amortisation of acquired intangible assets for continuing operations of £6.4 million (2017: £7.4 million) relates to the acquisitions of Adeal, Rycote and Amimon in 2018, and other businesses acquired by the Group since 2013. Transaction costs of £2.0 million (2017: £1.3 million) and integration costs of £1.9 million (2017: £2.2 million) were incurred in relation to acquisitions. Integration costs included £1.4 million relating to the planned integration of JOBY and Lowepro, and £0.5 million relating to the integration of Amimon. Earnout payments of £1.4 million were accrued during the year (2017: £4.1 million). £0.6 million related to Wooden Camera, £0.5 million related to RTMotion and £0.3 million related to Rycote. Earnout cash payments in the year of £4.3 million related to Wooden Camera. Following the acquisition of Amimon, an existing development project relating to radio frequency technology was abandoned. As such, the capitalised development costs of £0.6 million associated with the project were written off in the year. As part of the accounting for business combinations, the Group measures acquired inventory at fair value as required under IFRS 3. This has resulted in the carrying value of acquired inventory being materially higher than its original cost based measure. The impact of the uplift in value has the effect of reducing the Group's profit margin which is not representative of ongoing performance. As a result, a fair value uplift of £0.3 million relating to acquired inventory which has been sold by the Group since the business combination is adjusted from cost of sales to arrive at adjusted operating profit*. In October 2018, the High Court reached a judgement in relation to Lloyds Bank's defined benefit pension schemes, which concluded that the schemes should equalise pension benefits for men and women in relation to guaranteed minimum pension benefits. The issues arising from the judgement will apply to most other UK defined benefit pension schemes. Following discussions with our actuarial and legal advisers, we have recognised a past service cost of £0.65 million in our income statement and increased the liabilities of our defined benefit pension scheme by the same amount, to reflect our estimate of the impact of this judgement. The precise impact upon our UK defined benefit pension scheme, which is closed to future accrual, is to be finalised. Cash flow and net debt Cash generated from operating activities for total operations was £54.0 million (2017: £48.7 million). The Group uses a number of key performance indicators to manage cash including cash conversion*, the percentage of working capital to sales, inventory days, trade receivable days and trade payable days. Inventory, trade receivable and trade payable days are stated at year end balances; inventory and trade payable days are based on Q4 cost of sales (excluding exchange gains/losses), while trade receivable days are based on Q4 revenue. Operating cash conversion* was 84% for 2018 (2017: 90%), including investment in working capital and capex for future growth. The working capital to sales metric was 16.1% (FY17: 15.7%) and overall working capital increased by £5.9 million (2017: £9.4 million increase). Trade receivable days increased slightly to 46 days (2017: 45 days) and remain well controlled with a good ageing profile. On a cash flow basis, trade and other receivables increased by £0.5 million (2017: £5.6 million). The reported carrying value of trade receivables at year end of £58.0 million included a £0.6 million increase from foreign exchange compared to the prior year. On a cash flow basis, inventory increased by £0.8 million (2017: £9.9 million increase). The reported carrying value of inventory at year end included a £1.0 million increase from foreign exchange compared to the prior year. Inventory days increased to 108 days (2017: 106 days). Trade payable days decreased to 48 days (2017: 54 days). On a cash flow basis, there was a £4.3 million decrease in trade and other payables (2017: £6.1 million increase), including bonus and commission accruals and timing of payments. The reported carrying value of trade payables at year end of £34.3 million included a £0.4 million increase from foreign exchange compared to the prior year. Capital expenditure for total operations, including £6.0 million of software and capitalised development costs (2017: £4.3 million), totalled £14.4 million (2017: £15.1 million). Overall capital expenditure was equivalent to 1.3 times depreciation (2017: 1.1 times). We monitor Return on Capital Employed ("ROCE"), calculated as adjusted operating profit* divided by average total assets less current liabilities excluding the current portion of interest-bearing borrowings. This has increased from 19.6% in 2017 for total operations to 21.8% in 2018. The net tax paid in 2018 of £4.1 million was £6.9 million lower than the amount paid in 2017 due to the timing of payments and the benefit from the Patent Box. As a result free cash flow* was £33.5 million (2017: £23.5 million).
Free cash flow*, £ million for continuing and discontinued operations |
2018 |
2017 |
Adjusted operating profit* |
53.5 |
44.8 |
Depreciation (1) |
11.4 |
14.1 |
Changes in working capital |
(5.9) |
(9.4) |
Restructuring costs paid |
0.0 |
(1.4) |
Integration costs paid |
(2.2) |
(0.6) |
Other adjustments (2) |
(2.8) |
1.2 |
Cash generated from operating activities |
54.0 |
48.7 |
Purchase of property, plant and equipment |
(8.4) |
(10.8) |
Capitalisation of software and development costs |
(6.0) |
(4.3) |
Proceeds from sale of property, plant and equipment and software |
0.5 |
3.5 |
Interest paid |
(2.5) |
(2.6) |
Tax paid |
(4.1) |
(11.0) |
Free cash flow* |
33.5 |
23.5 |
* Before charges associated with acquisition of businesses, impairment of goodwill, restructuring costs, and material non-operating events as defined in the Glossary. (1) Includes depreciation, amortisation of software and capitalised development costs and impairment losses on property, plant and equipment. (2) Includes change in provisions, share based payments charge, gain on disposal of property, plant and equipment, fair value derivatives, and transaction costs relating to acquisitions. There was a £51.8 million net cash outflow relating to acquisitions during the year (2017: £12.4 million). There was a £0.5 million net cash inflow from disposals during the year (2017: £32.4 million inflow). Dividends paid to shareholders totalled £14.1 million (2017: £12.4 million) and there was a net cash outflow in respect of shares purchased and issued of £1.8 million (2017: £2.1 million). The net cash outflow for the Group was £33.7 million (2017: £29.0 million inflow) which, after £3.9 million unfavourable foreign exchange (2017: £3.2 million favourable), and £0.5 million liability relating to an acquired government grant, increased net debt to £81.0 million (2017: £42.9 million). Treasury Vitec manages its financing, hedging and tax planning activities centrally to ensure that the Group has an appropriate structure to support its geographically diverse business. It has clearly defined policies and procedures with any substantial changes to the financial structure of the Group, or to its treasury practice, referred to the Board for approval. The Group operates strict controls over all treasury transactions including clearly defined currency hedging processes to reduce risks from volatility in exchange rates. The Group is hedging a portion of its forecast future foreign currency transactions to reduce the volatility from changes in exchange rates. Our main exposure relates to the US Dollar and the table below summarises the contracts held as at 31 December 2018:
Currency hedging |
December 2018 |
Average rate of contracts |
December 2017 |
Average rate of contracts |
US Dollars sold for Euros |
|
|
|
|
Forward contracts |
$30.2m |
1.20 |
$25.2m |
1.14 |
US Dollars sold for Sterling |
|
|
|
|
Forward contracts |
$9.1m |
1.31 |
$9.0m |
1.30 |
The Group does not hedge the translation of its foreign currency profits. A portion of the Group's foreign currency net assets are hedged using the Group's borrowing facilities. Financing activities As previously announced, the Group increased its five year committed multi-currency Revolving Credit Facility from £125.0 million to £150.0 million in November 2018. The average cost of borrowing for the year which includes interest payable, commitment fees and amortisation of set-up charges was 3.4% (2017: 3.2%) reflecting an interest cost of £2.7 million (2017: £2.6 million). The Board has maintained an appropriate capital structure without exposing the Group to unnecessary levels of risk and Vitec has operated comfortably within its loan covenants during 2018. Foreign exchange 2018 adjusted operating profit* included a £0.6 million net favourable foreign exchange effect after hedging, mainly due to non-repeat of prior year hedging losses. The impact on 2019 adjusted operating profit* from a ten cent stronger/weaker US Dollar or Euro is expected to be an increase/decrease of approximately £3.1 million and £2.1 million respectively. Impact of IFRS 16 (applies from 1 January 2019) For the year ending 31 December 2019 we expect no impact on net income with some small impact on certain lines within the income statement, and a c. £20 million increase to reported assets and net debt. The expected impact on the net debt/adjusted EBITDA* ratio is an increase of c. 0.2 times. Dividend The Board has recommended a final dividend of 25.5 pence per share amounting to £11.5 million (2017: 20.1 pence per share, amounting to £9.0 million). The final dividend, subject to shareholder approval at the 2019 Annual General Meeting, will be paid on Friday, 24 May 2019 to shareholders on the register at the close of business on Tuesday, 23 April 2019. This will bring the total dividend for the year to 37.0 pence per share (up 21.3%). A dividend reinvestment alternative is available with details available from our registrars, Link Asset Services. |