letter to shareholders apg|sga sa - 2012-1

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Letter to shareholders APG|SGA SA - 2012-1

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www.apgsga.ch

Letter to shareholders

2 APG|SGA SA Letter to shareholders July 31, 2012

APG|SGA SA Letter to shareholders July 31, 2012 3

Strong growth dynamics in Switzerland. Positive development in earnings. One-time effects from 2011 influence half-year comparison.

In brief

Sales revenue from continuing operations grew by 10.9% (in CHF); Sales revenue of the Swiss entities increased by 13.5% and decreased slightly in the foreign companies by 0.4% (local currency)

Share of sales from foreign companies falls to 7.0% of Group sales

Positive development in earnings (adjusted for one-time effects from the first half year of 20111): Increase in EBITDA by 23.6% to CHF 32.9 million Increase in EBIT by 39.0% to CHF 25.8 million Increase in net income by 25.1% to CHF 16.2 million

Decline in free cash flow by 4.2% to CHF 12.0 million (adjusted for one-time effects from the first half year of 20111)

Group financial highlights in CHF 1 000 1st half of 2012 1st half of 2011 Change 1st half of 2011

adjusted for one

time effects

Change (adjustedfor one time

effects)

Sales revenue 152 814 141 886 7.7% 141 886

7.7%

Switzerland 142 160 125 280 13.5% 125 280

13.5%

International 10 654 16 605

35.8% 16 605

35.8%

EBITDA 32 903 33 411

1.5% 26 614

23.6%

in % of sales revenue 21.5% 23.5% 18.8%

Operating income (EBIT) 25 819 25 368 1.8% 18 571

39.0%

in % of sales revenue 16.9% 17.9% 13.1%

Consolidated net income 17 288 20 002

13.6% 13 205

30.9%

in % of sales revenue 11.3% 14.1% 9.3%

Net income 16 235 19 773

17.9% 12 976

25.1%

in % of sales revenue 10.6% 13.9% 9.1%

Cash flow 20 063 25 794

22.2% 20 948

4.2%

Free cash flow 11 989 17 362

30.9% 12 516

4.2%

Investments in property, plant, and equipment 1 924 3 994

51.8% 3 994

51.8%

advertising plant 1 033 3 270

68.4% 3 270

68.4%

other investments 891 723 23.2% 723

23.2%

Net income per share, in CHF 5.52 6.73 4.42

EBITDA: Earnings before interest, taxes, depreciation of property, plant, and equipment, and amortization of intangible assets EBIT: Earnings before interest and taxes

1 Deconsolidation of foreign entities and one time effects of CHF 6.8 million in the 1st half 2011 are affecting the comparability of the current half-year report.

4 APG|SGA SA Letter to shareholders July 31, 2012

Dear Shareholder:

General business development Based on an exceptionally strong development of sales revenue in our home market Switzerland we can present solid positive results in the first half of 2012. These impressive growth-rates are based on adjusted results from one time effects from the first half of 2011 (sale of foreign business activities and the court-ordered release of a bank guarantee from our Greek business). The positive development is adversely affected by difficult economic conditions in foreign markets as well as currency losses and IFRS-related pension provisions.

APG|SGA Group During the first half of 2012, APG|SGA achieved sales revenue at Group level of a total of CHF 152.8 million, up 7.7% compared with the same period from the previous year (CHF 141.9 million). Organic growth in local currency amounted to 11.8%. Real estate revenue of CHF 1.2 million remained at the same level. Fees and commissions rose, accounting for 45.4% of sales revenue (previous year: 43.8%). Thanks to our strategic reorientation and our focus on our home market Switzerland, operating and administrative costs could be reduced significantly. EBITDA reached CHF 32.9 million in the first half year, corresponding to an EBITDA margin of 21.5%. When the one-time effects from the first half of 2011 are excluded, EBITDA shows year-on-year growth of 23.6%.

Net income amounts to CHF 16.2 million, which corresponds to an increase of 25.1% when adjusted for one-time effects from the previous year s first half. Currency losses had a negative effect of CHF 1.9 million on the 2012 half-year results. Comprehensive income attributable to the APG|SGA shareholders totals CHF 10.8 million (first half of previous year: CHF 11.5 million).

Cash flow Cash flow decreased by 22.2% to CHF 20.1 million (first half of previous year: CHF 25.8 million). Cash flow from operating activities amounted to CHF 13.7 million (first half of previous year: CHF 16.8 million). Free cash flow reached CHF 12.0 million (first half of previous year: CHF 17.4 million) before distribution of dividends and CHF

9.9 million afterward.

APG|SGA SA Letter to shareholders July 31, 2012 5

Balance sheet Compared with the end 2011, total assets are 5.8% lower at CHF 293.0 million, primarily as a result of the complete repayment of all bank loans. Intangible assets accounted for 22.5% of total assets (end 2011: 22.2%). Receivables rose to CHF 46.0 million and the net cash position declined from CHF 62.5 to 53.2 million, mainly due to dividend payments. Equity attributable to APG|SGA SA shareholders totaled CHF 114.5 million, which corresponds to an equity ratio of 39.1%. Equity was negatively impacted by actuarial losses of CHF 4.9 million from defined benefit pension plans. These losses result from a lower discount rate on future pension obligations as well as currency translation differences of CHF 0.5 million (first half of previous year: CHF 0.2 million).

Swiss market All APG|SGA companies active in the Swiss market show very positive developments in sales. We could exceed our growth by a wide margin, comparing with the national advertising market and other media sectors.

Sales revenue in Switzerland posted a 13.5% increase compared with the previous year s first half, reaching CHF 142.2 million (first half year of 2011: CHF 125.3 million). EBITDA increased to CHF 35.4 million (rate of increase 19.9%). Net income amounted to CHF 22.7 million (increasing vs. prior year 16.2%).

During the reporting period, APG|SGA and its different companies succeeded in renewing important contracts with various concession partners in all segments. We lost a tender on a part of public property in Bern due to a higher level of financial compensation offered by a competitor. With new sites in Basel and Lucerne we could extend our successful Premium Branding product line. These exclusive displays at "hot spots" are in great demand, particularly by nation-wide customers. APG|SGA Profitline

the product series that offers wide particularly cost-effective coverage

was expanded to include the new APG|SGA Carline product. Carline offers the automobile industry specific packages with poster sites placed for exclusively frontal viewing by traffic along the main traffic routes. F4 City series for local and regional clients were introduced in St.Gallen und Winterthur, enabling customers to reach their target audiences inexpensively from the best locations. Continuing strong demand is seen in the area of public transportation - whether in train stations or in/on public transportation vehicles. In recent months spectacular 3D campaigns for KitKat, Fiat, Nokia, and Swissmilk that were realized in cooperation with APG|SGA Mega Poster, received wide attention.

6 APG|SGA SA Letter to shareholders July 31, 2012

International markets In the International Markets unit, APG|SGA is still active in Serbia, Montenegro and Romania. Both the economic conditions in these countries and the related situation in their advertising markets continue to be very demanding and exert a negative influence on the business activities of our local companies. Weak local currencies have led to currency losses.

On the basis of a number of external factors, we recorded a weak first quarter in Serbia, but recent months have brought a slight recovery. Now that elections have been held, it remains to be seen how political conditions

and the associated path toward EU membership, for which Serbia is striving

will develop. As a market leader with a modern, highly convincing portfolio and an expert local sales organization, fundamentally we enjoy a good starting position. However, we cannot elude the region s basic macroeconomic conditions.

The efforts to sell the Romanian entities have shown no success yet due to the difficult economic situation and therefore to the inadequate financial offers. The former CEO and minority shareholder chose not to exercise his call option, which was valid until March 30, 2012.

Sales revenue of our foreign entities further declined at CHF 10.7 million and reached a share of 7% of our total Group sales revenue. The decrease amounted to 35.8%, of which 8.3% was negatively impacted by currency effects. EBITDA for this unit stands at CHF 1.5 million. Foreign net income of CHF

4.3 million adversely affected the consolidated financial statements; of this amount, CHF 3.0 million represents foreign currency losses.

Pension fund After an extensive analysis of the pension fund situation conducted together with external experts, the Board of Trustees has decided to switch from a defined benefit plan to a defined contribution plan as of January 1, 2013. A consequence of this conversion for APG|SGA is that the net pension fund obligation according to IAS 19 is reduced by an amount of approximately CHF 18 to 22 million, which will have a positive influence on the income statement for the second half of 2012. At the same time, the Board of Directors of APG|SGA SA decided to make a one-time payment of CHF 24 million to the pension fund. In accordance with IAS 19, this contribution will have an effect on cash, but not on the income statement.

Branding At the beginning of the year, brand management for all companies in Switzerland was unified and brought together under APG|SGA. As of the beginning of the second half of the year, the change of name from Affichage Holding SA to APG|SGA SA also took effect. The new stock exchange symbol is APGN.

APG|SGA SA Letter to shareholders July 31, 2012 7

Outlook The combination of the extensive analog and digital portfolio of APG|SGA in all areas of out-of-home media and the company s optimized sales and management structures offered a basis in the first half of 2012 for above-average sales increases in the company s home market of Switzerland. Ongoing uncertainty regarding economic prospects and the concomitant effect on the development of the advertising market continue to make it difficult to produce precise forecasts. This is especially true for foreign markets. In year-on-year comparisons for the Swiss market we must also consider that the second half of 2011 saw sales-intensive elections for the National Council and the Council of States as well as a successful launch of the digital ePanels in train stations.

Fundamentally we can adhere that the new strategy and the many optimizations in the structure, processes and service offers of APG|SGA have proven their worth outstandingly well. At this point, we would like to thank our employees for their impressive efforts and commitment in the different business areas of APG|SGA.

And to you, dear shareholders, we wish to express our sincere gratitude for your loyalty and support.

Jean-François Decaux Dr. Daniel Hofer Chairman of the Board Chief Executive Officer

8 APG|SGA SA Letter to shareholders July 31, 2012

Assets in CHF 1 000 30.06.2012 31.12.2011

Property, plant, and equipment 75 020 78 751

Investments in associated companies 302 345

Other financial investments 4 846 5 372

Intangible assets 65 981 69 178

Deferred taxes 16 046 14 733

Non-current assets 162 195 168 379

Inventories 2 619 2 746

Trade accounts receivable 45 960 39 849

Other accounts receivable 16 100 15 457

Deferred expenses and accrued income 12 595 6 845

Marketable securities 391 408

Cash and cash equivalents 53 177 77 534

Current assets 130 842 142 839

Total 293 037 311 218

Shareholders equity and liabilities in CHF 1 000 30.06.2012 31.12.2011

Share capital 7 800 7 800

Group reserves 90 427 74 097

Net income 16 235 41 787

Equity held by APG|SGA SA shareholders 114 462 123 684

Non-controlling interests 2 614 2 825

Shareholders equity 117 076 126 509

Provisions 62 686 56 425

Deferred taxes 9 976 10 160

Long-term financial liabilities 28

Non-current liabilities 72 662 66 613

Trade accounts payable 12 062 21 589

Current accounts payable to banks 1 15 001

Taxes payable 1 294 1 937

Other accounts payable 29 778 23 444

Accrued liabilities and deferred income

60 164 56 125

Current liabilities 103 299 118 096

Liabilities 175 961 184 709

Total 293 037 311 218

Condensed consolidated balance sheet

APG|SGA SA Letter to shareholders July 31, 2012 9

in CHF 1 000 1st half of 2012 1st half of 2011

Change

Advertising revenue

152 814 141 886

7.7%

Real estate revenue 1 226 1 216

0.8%

Operating revenue 154 040 143 102

7.6%

Fees and commissions

69 372

62 091 11.7%

Personnel expenses

32 793

32 155

2.0%

Operating and administrative costs

18 972

22 242

14.7%

Other income 6 797

EBITDA 32 903 33 411

1.5%

Depreciation

4 850

5 627

13.8%

Amortization of intangible assets

2 234

2 416

7.6%

Operating income (EBIT) 25 819 25 368

1.8%

Financial income 121 125

Financial expenses

2 231

486

Income from associates 17 26

Income before income tax 23 726 25 033

5.2%

Income tax

6 438

5 031

Income from continuing operations 17 288 20 002

Income from discontinued operations, net of tax

Consolidated net income 17 288 20 002

13.6%

of which non-controlling interests 1 053 229

of which APG|SGA SA shareholders (net income) 16 235 19 773

17.9%

Basic and diluted earnings per share, in CHF 5.52 6.73

Segment information 1st half, in CHF m

Advertising revenue

EBITDA

Net income

Switzerland 2012

142.2

35.4

22.7

2011

125.3

29.5

19.6

International 2012

10.7

1.5

4.3

2011

16.6

6.5

2.5

Holding 2012

0.1

4.3

39.6

2011

0.1

3.9

5.9

Eliminations and non-allocated items of consolidated income 2012

0.1

0.3

41.8

2011

0.1

1.3

8.2

Total 2012

152.8

32.9

16.2

2011

141.9

33.4

19.8

Consolidated income statement

10 APG|SGA SA Letter to shareholders July 31, 2012

Income

2012

Income

2011

in CHF 1 000 1st half

Gross

tax effect

net

Gross

tax effect

net

Consolidated net income

17 288

20 002

Unrealized gains/losses on available-for-sale securities

22

9

13

11

2

9

Currency translation differences

546

546

115

276

161

Actuarial gains/losses from defined benefit plans

6 583

1 646

4 937

10 683

2 671

8 012

Comprehensive income

11 792

11 820

of which non-controlling interests

1 040

276

of which APG|SGA SA shareholders

10 752

11 544

Consolidated comprehensive income

APG|SGA SA Letter to shareholders July 31, 2012 11

Share of APG|SGA SA shareholders

Total

Trans-

Capital lation Available-

Re-

Non- Share-

Share

reserves Treasury differ- for-sale

valuation Retained

controlling holders'

in CHF 1 000 capital

premiums shares ences securities

reserves earnings

Total interests equity

as at January 1, 2011 7 800

5 632

9 539

19 927 187

46 059 69 550

99 762 1 163 100 925

Comprehensive income

208

9

11 761 11 544 276 11 820

of which consolidated net income

19 773

19 773 229 20 002

of which other comprehensive income

208

9

8 012

8 229 47

8 182

Purchase of non-controlling interests

21

21

21

Distributions

621

621

Changes in treasury shares

332

24

356 356

as at June 30, 2011 7 800

5 632

9 207

20 135 178

46 059 81 356

111 683 797 112 480

as at January 1, 2012 7 800

5 632

9 207

16 967 163 46 059 90 204

123 684 2 825 126 509

Comprehensive income

533

13

11 298

10 752 1 040 11 792

of which consolidated net income

16 235

16 235 1 053 17 288

of which other comprehensive income

533

13

4 937

5 483

13

5 496

Purchase of non-controlling interests

Distributions

20 589

20 589

1 251

21 840

Changes in treasury shares

568

47

615 615

as at June 30, 2012 7 800

5 632

8 639

17 500 150

46 059 80 960

114 462 2 614 117 076

Consolidated statement of changes in equity

12 APG|SGA SA Letter to shareholders July 31, 2012

in CHF 1 000 1st half of 2012 1st half of 2011

Consolidated net income 17 288 20 002

Depreciation and amortization 7 084 8 043

Unrealized gains/losses on securities

13

9

Change in provisions, taxes, and interest

4 279 1 912

Gain/loss from the sale of non-current assets

4 128

Income from associates

17

26

Cash flow 20 063 25 794

Change in inventories 80 281

Change in accounts receivable

2 029

1 562

Change in marketable securities 17 8

Change in accounts payable

2 877

7 288

Change in other deferred expenses, accrued income, accrued liabilities, and deferred income

1 540

407

Net cash provided by operating activities 13 714 16 826

Capital expenditures in non-current assets

2 010

3 994

Sale of non-current assets 285 4 530

Net cash used in investing activities

1 725 536

Purchase and sale of treasury shares 615 357

Change in current accounts payable to banks

15 000

14 570

Dividends to APG|SGA SA shareholders

20 589

Distributions to non-controlling interests

1 251

621

Net cash used in financing activities

36 225

14 834

Currency translation effect on cash and cash equivalents

121

78

Change in cash and cash equivalents

24 357 2 450

Cash and cash equivalents as at January 1 77 534 26 253

Cash and cash equivalents as at June 30 53 177 28 703

Consolidated statement of cash flows

APG|SGA SA Letter to shareholders July 31, 2012 13

Reporting principles of APG|SGA SA The condensed version of the unaudited consolidated semi-annual financial statement as at June 30, 2012, was prepared in compliance with International Accounting Standard (IAS) 34

Interim Financial Reporting. The accounting and valuation polices remain consistent with those applied for the 2011 Annual Report.

Financial reporting requires the management to make assessments and assumptions that influence the disclosed assets, liabilities, contingent debt, and accounts receivable on the closing date as well as income and expenditure for the reporting period. The actual results may deviate from these estimates.

Changes in the scope of consolidation There were no sales or purchases of subsidiaries in the first half of 2012. The four Serbian companies merged to form a single legal entity.

Suit against corporate proxies withdrawn On June 25, 2012, we were informed that the suit filed by two shareholders in 2010 with the Tribunal de première instance (court of first instance) in Geneva against individual present and former corporate proxies of the company has been definitively withdrawn.

Change in shareholders equity On May 23, 2012, the General Meeting passed a resolution to distribute a dividend of CHF 7.00 gross per share for the financial year 2011. The dividend was paid on all shares outstanding.

Notes to the consolidated financial statements

14 APG|SGA SA Letter to shareholders July 31, 2012

Financial media and analysts conference February 28, 2013, Zürich

Publication of the annual report April 23, 2013

General Meeting May 22, 2013, Geneva

Announcement of semi-annual results July 31, 2013

Contacts Dr. Daniel Hofer, Chief Executive Officer T +41 58 220 71 66

Beat Hermann, Chief Financial Officer T +41 58 220 77 47

This letter to shareholders is available in German, French and English. The German version is legally binding.

Agenda

APG|SGA SA Letter to shareholders July 31, 2012 15

16 APG|SGA SA Letter to shareholders July 31, 2012

www.apgsga.ch APG|SGA SA 23, rue des Vollandes CH-1211 Genève 6 [email protected]

Printed in Switzerland July 2012 All rights reserved

APG|SGA SA is Switzerland s leading Out of Home media company. Listed on the SIX Swiss Exchange in Zurich, APG|SGA covers all aspects of Out of Home advertising. APG|SGA stands for sustainability, integrity and transparency in communicating with its customers, the authorities and the advertising industry.