0 ADLPartner Rapport financier annuel 2014

Transcription

1 0 ADLPartner Rapport financier annuel 2014 Disclaimer: This document is a free translation of and extract from the original French Financial Annual Report for 2014 and the French consolidated financial statements. Only the French version is legally binding. A copy of the full Annual Report for 2014 (in French) or the consolidated financial statements (in French) may be obtained inter alia either on ADLPartner s website ( or on request by calling +33(0) or ing relations.investisseurs@adlpartner.fr.

2 MESSAGE FROM THE CHAIRMAN Jean-Marie Vigneron Chairman of the Management Board Dear Shareholders, 2014 was a satisfactory year for ADLPartner. Our financial results reflect not only our sound fundamentals, but also the quality of our development, built around creating value through our know-how. In a relatively sluggish economic environment, ADLPartner has maintained its arbitrage policy in its core business activities, optimizing its prospecting approach on the most buoyant segments and focusing on open-ended subscription lines, which create more value. Alongside these developments, we have further enhanced our range of solutions with more diverse recruitment methods and new marketing mixes rolled out, based around new promotional mechanisms, on certain customer segments. Alongside this, ADLPartner has continued moving forward with the diversification of its business, particularly in digital marketing services. These new activities are building upon on our various areas of expertise, while opening up synergies with our traditional business lines. During the last few years, major developments have been accomplished to create ADLP Digital, which aims to support businesses with the digital transformation of their models and changes in their customer marketing. With our business volume up 4.9% to million, our results for the year confirm the relevance of our development strategy and the quality of our management. This is illustrated by the improvement in our operating income, driven by the development of our new open-ended subscription offers, as well as the good performances achieved by our Spanish subsidiary. In the end, our net income (group share) highlights the significant progress made, climbing to 10.0 million for 2014, compared with 7.3 million in ADLPartner s robust balance sheet is making it possible to support our ambitions for development. In addition, our consolidated shareholders equity increased to 24.9 million in 2014, combined with a strong level of cash for the group, coming in at 36.0 million. Net asset value (group share) has continued to improve, up 2.3% to million. In view of these performances, the Management Board has decided to submit a dividend of 1.11 per share for approval by shareholders at the General Meeting on 12 June I would like to thank all our partners and our shareholders for their confidence, trust and loyalty. Jean-Marie Vigneron Chairman of the Management Board 2014 Annual Report ADLPARTNER 1

3 2014 KEY FIGURES ( 000,000) GROSS SALES VOLUME NET SALES OPERATING INCOME NET INCOME (GROUP SHARE) PORTFOLIO VALUE NET ASSET VALUE (GROUP SHARE) BREAKDOWN OF GROSS SALES VOLUME by product type by region Open-ended subscription Fixed-term subscription Books - Merchandise- Audio - Video Other France Spain GROSS SALES VOLUME AND NET SALES The gross sales volume represents the value of subscriptions and other products sold, while net sales (determined in line with the professional status for subscription sales) only include the amount of revenue paid by magazine publishers. For subscription sales, net sales therefore correspond to a gross margin, deducting the cost of magazines sold from the amount of sales recorded. 2 ADLPARTNER 2014 Annual Report

4 STRONG VALUE-ADDED MARKETING EXPERTISE A leading player for relational marketing, ADLPartner designs, markets and implements customer recruitment, management and loyalty services on its own behalf or on behalf of its major partners. Since 1972, ADLPartner has developed its expertise, built around promotional marketing and press subscriptions. Its marketing engineering know-how and expertise are continuously being developed and enhanced, reflected in the wide range of products and services offered today. On its own behalf or that of its partners, the group develops high value-added services tailored to the various distribution channels (mail, inserts, direct sales, telemarketing, internet, social networks, etc.). Managing and building loyalty among retail customers With extensive customer bases, ADLPartner's partner brands are able to count on the group's marketing expertise to devise and implement innovative recruitment, management and loyaltybuilding operations. Its bespoke and integrated customer relations solutions make it possible to enhance the offers of partner brands, while strengthening their communication through operations delivering high returns. They help create value by building more in-depth knowledge and a finer-grained qualification of their customers in particular through the marketing and CRM data generated, compiled and analyzed by ADLPartner. Recruiting magazine press subscribers For over 40 years, ADLPartner has built its business around close ties with the leading publishers for press and cultural products. Its press experience and its expertise in various promotional techniques give it a key role today in the recruitment of new subscribers for magazine press publishers. With this in mind, ADLPartner is constantly developing new solutions to support their distribution. Wide range of offers ADLPartner s business can be broken down into three categories of offers: 1. Fixed-term subscriptions The group s historical business, with fixed-term subscriptions distributed under the France Abonnements, France Abonnements Entreprises and OFUP brands, offers a wide range of magazines and newspapers at significantly discounted prices, for a fixed period, generally 12 months Annual Report ADLPARTNER 3

5 2. Open-ended subscriptions Based primarily on partnerships, recruitments for open-ended subscriptions are supported by a system of direct debits on set schedules, with each subscription tacitly renewed each month. ADLPartner draws on its outstanding direct marketing expertise, geared to all distribution channels, to manage and build loyalty among its partners customer lists. This range makes it possible to benefit from major promotional offers for subscriptions, as well as opportunities to take part in exclusive prize draws. 3. Books, merchandise, audio and video This is based on a distance selling service for cultural products (books, audio, video) and practical items focused on health, wellbeing and leisure. Integrated expertise across the marketing value chain ADLPartner deploys its technologies across all offline and online channels (mail, inserts, direct sales, telemarketing, internet, etc.). While further strengthening the appeal of the offers, this multichannel presence contributes towards improving the group s commercial performances and expanding the range of partnerships. ADLPartner has expertise across the entire marketing value chain, from the creation of materials on all channels through to the management of customer contacts and orders. ADLPartner s team of experts oversee and manage full programs from building loyalty to distance selling, e-commerce, subscriptions, customer recruitment and coordination, combining first-class industrial and technological capabilities with a demanding management model, rigorous cost management, a quality culture and a strong level of responsiveness, in order to ensure the total efficiency and effectiveness of marketing techniques. Trust-based relationship with well-known partner brands 4 ADLPARTNER 2014 Annual Report

6 GENERATING VALUE THROUGH KNOW-HOW To support its growth and profitability, ADLPartner is rolling out a strategy to expand and create value through its know-how. The actions taken are making it possible to further strengthen its positions on its longstanding business lines, while also supporting the development of new value-creating business models in new high-growth markets. Further strengthening core business quality ADLPartner is constantly perfecting and enhancing its expertise in order to offer strong value-added solutions for businesses looking to meet the challenges associated with conquering customers, building loyalty and creating value through customer files. These services and solutions are renowned for their quality and effective commercial results, supporting the development and strengthening of partnerships. For years, ADLPartner has diversified its services by increasingly developing innovative services for its partners factoring in the growing use of online media. In order to strengthen and develop the soundness of its partnerships, ADLPartner is maintaining a major focus on enhancing its sales techniques and adapting them to new technologies. Against a backdrop of changes on the press market, ADLPartner also aims to offer publishers more solutions to support their distribution. Continuing to enhance marketing mixes ADLPartner has been stepping up prospecting on new media for several years, promoting online sales on its various partners' ad hoc sites, as well as on its own platforms. Working in this way to develop the various areas of marketing know-how enables it to achieve lasting optimizations for multichannel campaigns. These developments are reflected in more diverse recruitment methods, particularly in terms of website and targeted customer management. They are supported by new marketing mixes and new customer and prospect canvassing techniques. They are also reflected in the new marketing mixes rolled out, as in 2014 with the development of new promotional incentives, particularly for the open-ended subscription range. These marketing innovations are making it possible to support value creation, thanks in particular to stronger commercial performance levels on mailings. Developing digital marketing know-how ADLPartner is developing its offers for services, while looking into and testing out opportunities to capitalize on its expertise with new channels, new customers and new products. With different risk profiles, these new activities are opening up synergies with the longstanding business, while further strengthening the potential for creating value. Sound fundamentals Leading player for relational marketing Distinctive expertise constantly enhanced over 40 years Quality profile and customer bases Segmented print bases Growing bases for opt-in profiles Recurrent subscription portfolio High-potential growth drivers Sound financial foundations 2014 Annual Report ADLPARTNER 5

7 In recent years, the strategy of diversifying and enhancing our expertise has driven significant developments in digital marketing, with the creation of ADLP Digital, specialized in the digital transformation of business models and customer marketing. This consulting and services subsidiary combines together the very high-level expertise of consultants from Activis, a search marketing expert, and Converteo, a strategy consultancy, focused on crosschannel and digital performance. ADLP Digital is the shareholder of the two companies. ADLP Digital s offer is built around four key pillars: Cross-channel and digital strategy definition and implementation Digital ecosystem design and performance optimization Media / traffic management analysis, consulting and implementation Data & CRM analysis, measurement and steering With a team of around 60 expert consultants, ADLP Digital aims to position itself as a key industry operator, supporting businesses with their crosschannel and digital marketing performance Lastly, to further strengthen its dynamic growth over the longer term, the group remains open to new opportunities for development, both transversally and horizontally, with a view to acquiring and developing new offers on new channels, provided that they help deliver improvements in profitability. The quality of ADLPartner s financial position makes this ambition possible. Proprietary brands developing 6 ADLPARTNER 2014 Annual Report

8 STOCK MARKET AND SHAREHOLDING Change in the share price 18 closing price ( ) janv.-12 avr.-12 juil.-12 oct.-12 janv.-13 avr.-13 juil.-13 oct.-13 janv.-14 avr.-14 juil.-14 oct.-14 janv % Breakdown of capital 20.4% volume 72.2% Vigneron family group Treasury stock Public Shareholder dashboard Listing market Euronext Paris (France) ISIN FR ALP Number of shares 4,294,725 Parent company net income 9,158,000 Proposed payout 4,407,000 after deducting treasury stock Payout rate 48.1% Proposed dividend per share 1.11 Yield 8.2% based on average share price for 2014 Share price: 2014 average share price 2014 high 2014 low End of period Market capitalization (at 31 Dec 2014) 64,420,875 Theoretical breakdown of voting rights 4.3% 12.2% 83.5% Legal structure at 31 December 2014 (% of capital) Groupe familial Vigneron + Sogespa Public 72,2 % 20,4 % ADLPartner (auto-détention = 7,4 %) 100 % 100 % 100 % 100 % 100 % 34 % SCI de la Rue de Chartres HubInvest Le Grand Tirage ADLP Digital ADLP Assurances ADLPartner Hispania ADL Servicos de Fidelização 74,4 % 34 % Activis Converteo 2014 Annual Report ADLPARTNER 7

9 2014 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET... 9 CONSOLIDATED INCOME STATEMENT STATEMENT OF CONSOLIDATED NET CASH FLOW CHANGE IN CONSOLIDATED SHAREHOLDERS EQUITY KEY PERFORMANCE INDICATORS ADLPARTNER 2014 Annual Report

10 Consolidated balance sheet CONSOLIDATED BALANCE SHEET ASSETS ( thousands) 12/31/ /31/2013 NON-CURRENT ASSETS Goodwill Intangible assets 1,320 1,904 Tangible assets 3,707 3,972 Investments in associates 2,344 1,843 Assets held for sale Other financial assets Deferred tax assets 1, Total Non-current assets 9,872 8,618 CURRENT ASSETS Inventory 1,812 1,841 Trade and other receivables 32,444 27,754 Other current assets 2,924 2,942 Cash and cash equivalents 36,041 26,501 Total Current assets 73,221 59,037 Assets held for disposal 705 TOTAL ASSETS 83,093 68, Annual Report ADLPARTNER 9

11 Consolidated balance sheet EQUITY AND LIABILITIES ( thousands) 12/31/ /31/2013 Share capital 6,681 6,681 Consolidated reserves 8,282 4,281 Consolidated net income 9,957 7,276 Shareholders' equity 24,921 18,238 Of which: Group share 24,921 17,940 Minority interests NON-CURRENT LIABILITIES Long-term provisions 2,191 1,787 Financial debt Deferred taxes liabilities Total Non-current liabilities 2,791 2,759 CURRENT LIABILITIES Short-term provisions Tax, personnel and fringe benefits 11,265 9,805 Trade and other payables 42,678 36,408 Financial debt 4 5 Other liabilities Total Current liabilities 55,382 47,191 Liabilities held for disposal 171 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 83,093 68, ADLPARTNER 2014 Annual Report

12 Consolidated income statement CONSOLIDATED INCOME STATEMENT ( thousands) Restated Net sales (excluding VAT) 118, ,420 Purchases (28,790) (21,164) Personnel costs (22,871) (22,679) External charges (47,516) (49,208) Taxes and duties (2,129) (2,079) Depreciation and amortization (1,075) (1,097) Other operating income (expenses) (2,813) (3,397) Current operating income 12,993 11,795 Other income (expenses) 34 Operating income 12,993 11,829 Income from cash and cash equivalents Gross cost of financial debt (92) (37) Net financial income Other financial income (expense) Income tax charge (2,616) (2,751) Share of Associates' net income (211) (301) NET INCOME BEFORE INCOME FROM DISCONTINUED OPERATIONS OR HELD FOR DISPOSAL 10,942 9,186 Net income (loss) on discontinued operations or held for disposal (985) (1,911) NET INCOME 9,957 7,276 Group share 9,957 7,304 Minority interests (28) Basic net income (Group share) per share ( ) 2,51 1,85 Diluted net income (Group share) per share ( ) 2,43 1,82 Statement of comprehensive income Restated Net income 9,957 7,276 Income and expenses directly taken to equity: Translation adjustment relating to the conversion of foreign currency-denominated operations Net actuarial (losses)/gains on defined benefit pension schemes, net of tax (166) 53 Comprehensive income 9,791 7,329 Group share 9,791 7,357 Minority interests (28) 2014 Annual Report ADLPARTNER 11

13 Statement of consolidated net cash flow STATEMENT OF CONSOLIDATED NET CASH FLOW ( thousands) Restated CONSOLIDATED NET INCOME (INCLUDING MINORITY INTERESTS) 9,957 7,276 +/- Net depreciation, amortization and provisions (excluding items linked to 896 1,502 current assets) -/+ Unrealized capital gains (losses) relating to fair value movements (354) +/- Calculated (expenses) income linked to stock options and related items /+ Other calculated (expenses) income (34) -/+ Capital gains losses on disposal of assets /+ Dilution gains (losses) +/- Share of Associates' net income Dividends (unconsolidated securities) Cash flow after cost of net financial debt and tax 11,137 9,125 - Net financial income (256) (408) +/- Income tax charge (including deferred taxes) 2,616 2,751 Cash flow before net financial income and income tax (A) 13,497 11,468 - Income tax paid (B) (1,837) (3,490) +/- Change in WCR linked to operations (including debt linked to employee benefits) (C) 1,657 (1,410) = NET CASH FLOW FROM OPERATIONS (D) = (A + B + C) 13,317 6,568 - Funds paid for acquisition of tangible and intangible assets (530) (805) + Funds received from the sale of tangible and intangible assets 19 - Funds paid for acquisition of long-term investments (unconsolidated securities) (212) + Funds received from the sale of long-term investments (unconsolidated securities) 1 +/- Impact of changes in group structure (770) (27) + Dividends received (equity accounted companies, unconsolidated securities) +/- Movements in loans and advances granted (157) (250) + Investments grants received +/- Other cash flows from (used in) investing operations (2) 92 = NET CASH FLOW FROM (USED IN) INVESTING ACTIVITIES (E) (1,671) (970) + Proceeds from share capital increases. Paid by parent company shareholders. Paid by minority interests in consolidated companies + Sums received upon exercise of stock options /+ Purchase and sale of treasury shares (31) 67 - Dividends paid over the fiscal year. Dividends paid to parent company shareholders (2,899) (3,971). Paid to minority interests in consolidated companies + Proceeds from new borrowings - Repayment of loans (including lease finance agreements) -/+ Net financial interest (including lease finance agreements) /- Other cash flows used in financing operations (299) = NET CASH FLOW FROM (USED IN) FINANCING ACTIVITIES (F) (2,792) (3,318) +/- Impact of fluctuations in currency exchange rates (G) (3) (1) = CHANGE IN NET CASH (D + E + F + G) 8,851 2,279 Cash and cash equivalents at the beginning of the year * 27,185 24,907 Cash and cash equivalents at the end of the year * 36,037 27,185 * Including cash and cash equivalents on discontinued operations or held for disposal for 0 k at December 31, 2014 and 783 k at December 31, ADLPARTNER 2014 Annual Report

14 Change in consolidated shareholders equity CHANGE IN CONSOLIDATED SHAREHOLDERS EQUITY ( thousands) Share capital Parent company surplus (1) Group share Consolidated reserves (2) Net income for the year TOTAL Minority interests Total consolidated entity SHAREHOLDERS' EQUITY AS AT 12/31/12 6,785 12,291 (10,479) 5,741 14, ,664 Net income for the year 7,304 7,304 (28) 7,276 Translation adjustment relating to the conversion of foreign currencydenominated 0 0 operations Net actuarial (losses)/gains on defined benefit pension schemes, net of tax Comprehensive income for the year 53 7,304 7,357 (28) 7,329 Net income allocation 7,231 (1,491) (5,741) 0 0 ADLPartner dividends (3,971) (3,971) (3,971) Capital reduction by cancellation of treasury shares (104) (744) Impact of treasury shares Impact of stock options Other (2) (2) (2) SHAREHOLDERS' EQUITY AS AT 12/31/13 6,681 14,807 (10,852) 7,304 17, ,238 Net income for the year 9,957 9,957 9,957 Translation adjustment relating to the conversion of foreign currencydenominated 0 0 operations Net actuarial (losses)/gains on defined benefit (166) (166) (166) pension schemes, net of tax Comprehensive income for the year (166) 9,957 9, ,791 Net income allocation 5,822 1,482 (7,304) 0 0 ADLPartner dividends (2,899) (2,899) (2,899) Impact of treasury shares Impact of stock options Refund Capital Reserve Abo Service International (0) (0) (298) (298) SHAREHOLDERS' EQUITY AS AT 12/31/14 6,681 17,730 (9,448) 9,957 24, ,921 (1) Additional Paid-in capital + legal reserve + other reserves + retained earnings in the financial statements of ADLPartner (2) Group reserves + translation adjustment 2014 Annual Report ADLPARTNER 13

15 Key performance indicators KEY PERFORMANCE INDICATORS GROSS SALES VOLUME Gross sales volume represents the value of subscriptions and other products sold. Net sales represent: For subscription sales: the amounts paid by magazine publishers, with sales generated by the company in its capacity as a press agent. Net sales therefore correspond to a gross margin, deducting the cost of magazines sold from the amount of sales recorded, For other products sold: sales revenue. Gross sales volume is reported before any discounts or cancellations. It therefore represents the most stable and standard indicator for the group's performances. Gross sales volume from continuing operations increased by 4.9% to 281,472,000 in 2014, compared with 268,281,000 in Gross sales volume can be broken down as follows: 1. By region ( 000) France 272, ,037 Spain 8,792 8,244 TOTAL 281, , By product range ( 000) Open-ended subscriptions 208, ,602 Fixed-term subscriptions ,952 Books-merchandise-audio-video 2,360 26,481 Other 7,202 5,246 TOTAL 281, ,281 NET ASSET VALUE The portfolio of open-ended subscriptions managed by the Company came to 3,051,674 units at 31 December It represented 3,065,957 subscriptions at 31 December It should be noted that all group companies hold the financial rights relating to each open-ended subscription. The value of the portfolio of open-ended subscriptions, net of taxes (group share), dropped from million at 31 December 2013 to 96.6 million at 31 December This change in terms of the real asset value is not reflected in the consolidated financial statements. The value of the portfolio of open-ended subscriptions can be calculated by determining the present value of the future net revenues that these subscriptions will generate throughout their useful life. These revenues can be determined accurately using the statistical information accumulated by the Company over several years concerning the behavior of such subscriptions in France and for its subsidiaries. The life curve of subscriptions recruited by a promotional campaign makes it possible to determine, at any time, the residual life expectancy of subscriptions with great accuracy. The net contribution still to be received can be determined by applying the average revenues observed and the margin on direct costs (with discounts deducted) to the number of remaining subscriptions. 14 ADLPARTNER 2014 Annual Report

16 Key performance indicators For mixed subscriptions with a firm 12-month commitment, the value of the portfolio determined in this way is restated for the margin on direct costs, already recognized in the group s accounts. Indeed, net sales and the outstanding costs for the firm commitment period are recorded in the group s accounts as soon as subscriptions are activated with publishers. The present value of this contribution, calculated by applying a rate based on the money market rate, gives the value of this number of subscriptions. These portfolio values are then corrected for any underlying tax. The value of the portfolio of open-ended subscriptions, net of taxes (group share), can be broken down as follows ( 000) Value of ADL portfolio (net of tax) (group share) at 12/31/2014 at 12/31/2013 ADLPartner France 94,030 97,328 ADLPartner Hispania 2,519 3,155 Total 96, ,483 Factoring in the portfolio value (group share) and consolidated shareholders equity (group share), net asset value (group share) rose 2.3% from million at 31 December 2013 to million at 31 December Net asset value can be broken down as follows: ( 000) 12/31/ /31/2013 Total Group share Minority Interests Total Group share Minority Interests Consolidated shareholders' equity 24,921 24, ,238 17, Value of ADL's portfolio (net of taxes) 96,549 96, , ,483 0 NET ASSET VALUE 121, , , , Net asset value (group share) represents 30.6 per share (excluding treasury stock) Annual Report ADLPARTNER 15

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