Timothy John Dyson   CEO & Executive Director

Thank you all for coming along. It's funny, Peter and I talk about our business a lot, and we talk a lot about the businesses internally that are doing well, and then there's always a small number and -- that aren't doing quite so well. And we describe them as being on the naughty step, which I know is a belittling and terrible. But I think we know how they feel right at this moment.

So yes, it's an unusual circumstance for us. We are not used to finding ourselves in a position where the market effectively is saying, we don't really know quite where you are. We don't quite know where you're going. In reality, the situation is relatively simple. We lost a big contract and the trends that we had in the full year last year have just largely continued.

And I think the latter part is the part that's surprising to us. I think we had expected certainly in the first quarter, the indications were that, that was going to change. But in the second quarter, it became increasingly clear that the technology market, in particular, was showing no real material signs of recovery. And where there was stabilization, it wasn't enough to make up for the drops that we still were seeing in certain areas of our business.

So that's the backdrop to what I want to walk through today. The agenda is relatively straightforward. Basically, we're going to give you a summary of the results. Peter will drill and kill the financials. We'll give you a bit of an update on capital allocation, and then I'll bore you census with what's going on within the business. And then we'll unsurprisingly give you a brief outlook statement that you can probably guess.

In terms of the results, revenue is basically flat. As we'll be clear later on, currency has had a little bit of an impact on us. And I think we expect it to have a slightly greater impact on us in the second half. And that's just largely because Fed policy seems to be indicating that it could get quite aggressive, certainly relative to U.K. policy, and we are still a relatively dollar-denominated business.

Adjusted profit is down. That's largely because the businesses that have high operational gearing are typically tech-focused, they are the ones that saw the most impact and that just ticked the margin down in H1. I do think we'll have a better performance in the second half for a whole bunch of different reasons. There are just some timing issues to do with certain parts of our business where we do see a strong Q3, and we're seeing no reason why that won't materialize this time.

I talked to some shareholders on Friday and Monday, I say some. I talked to a lot with Peter. We said at the time, tech revenues, we thought were down 17%. That was a misclassification, actually down 13%. So that's a massive improvement. The story within tech is messy. I spent quite a lot of time looking through -- we have a monster spreadsheet, which any of you who love spreadsheets would love that literally categorizes every client that we have into the different customer sectors that we operate in. And it's hard to spot any real pattern. You can't say, right, cloud is doing well and certain areas of ERP are doing poorly or semiconductors are doing poorly or whatever.

It's pretty much specific to specific customers as to how they are doing. And even then, I tried to extrapolate it on to did it show any correlation to how that business was doing, and I still couldn't find a correlation. So businesses that were arguably doing well, in some cases, are spending less and vice versa. And then equally, I could find the opposite.

So there doesn't appear to be any great logical pattern there. There's also no real logical pattern as to where they're spending their money. In some cases, they're spending more on creative and communications and less on an area like lead gen, in some cases, the opposite is true.

So it's a situation that I think we find a little bit hard to read, which is why we are remaining relatively pessimistic on tech spend for the second half and why I think we would be, I think, foolish to be guiding you otherwise at this stage. We did see some very strong performances out of a number of our businesses. SMG, in particular, had an amazing period. It looks like it will have quite a number of amazing periods yet to come. That business really is crushing it. As you recall, they won Asda. They've won their first 2 customers in the U.S. of any substance.

If we can establish them in the U.S. as a serious player, that business will be multiples of its current size simply because the U.S. market is massive by comparison. It's 10x the size of the U.K. from a retail perspective. M Booth M Booth Health also had very strong performances. MHP, who are in the room, thank you. YouTube also did very well and Brandwidth was another good example of that. So it's not all doom and gloom.

In terms of profitability and net debt, net debt is up. That's largely to do with the earn-out payments that went through in this last cycle. The other numbers all pretty much follow from that perspective. Interim dividend is being maintained. I think we look at our business right now and we obviously still have a lot of confidence in it long term and didn't want to send a signal with dividend being cut at a stage like this.

Historically, dividend has been our way of trying to sort of give shareholders some kind of steer as to what we think. Working capital outflows in the first half, we often see that in the first half, and there were some particularly sort of notable ones in that respect. SMG, which had a blistering period, also had pretty blistering outflows from a working capital perspective. And to some degree, that just comes with high growth. It also comes to some degree in working with retail who are notoriously slow payers.

We also are just seeing, as Peter, I'm sure, will expand on this sort of evolution, we used to be tech dominated. It's down to about 25% of our revenues now. Tech pays very much on time and relatively quickly. Non-tech does not. And so that shift is impacting working capital from that perspective. But that will normalize over time.

Beyond Mach49, I'm going to try and not mention their names that much in this presentation, we did see very good client retention. We haven't lost any big customers, anything like that. And we also do continue to win things. It's not like new business is completely dry. In fact, if anything, the pipeline for new business remains very healthy.

At that point, I'll hand over to Peter.

Peter Harris   Former CFO & Executive Director

Thank you, Tim, and good morning, everybody. As Tim mentioned, our revenues were up marginally with the operating profit down 15%. Yes, we have seen quite a bifurcation in our performance with businesses, particularly in the sort of Customer Engagement segment doing reasonably well, while some of our more sort of tech, high-margin businesses like Activate, definitely had a sort of softer time.

So that sort of mix of business has impacted the margin. Also, SMG had a very strong revenue performance. But as Tim mentioned, the U.S. is the biggest opportunity, and we invested quite heavily in the infrastructure and people in the U.S., and that has generated 2 consultancy projects, which should lead to a lot more revenue in the second half and beyond.

But again, the sort of strange bifurcation between B2B tech being very weak and B2C being very strong, which again was not what we expected. Tax rate was roughly the same as last year, just over 27%. We think that's the peak. And if anything, I can see it potentially coming down in the next couple of years. The big contract for Mach49 does have a higher tax rate. So going forward, our tax rate should come down.

Minorities were up. That is because businesses like Agent3, where there's a 43% minority had a good first half and also M Booth and M Booth Health have small minorities. So I think it will be probably about 2.5% for the full year. So maybe not quite as strong, but still up a bit. And then it all ended up with EPS being down 20%.

In terms of the revenue bridge, yes, we talked about organic decline of 2.2%. We had modest acquisitions, all bolt-ons to -- MHP have done a couple of bolt-ons, a couple of last year. And then in August, we acquired a company called Cadence Innova, which Tim will talk about, there's the sort of bolt-on to transform.

And we had sort of modest impact to currency where we were -- I think it was 1.265 (sic) [ 1.268 ] in the first half this year [ in the run ] compared to 1.244 last year.

Turning to the segments. What was sort of fascinating when I sort of drilled into the details was each of the segments had some businesses which performed very well and some less well. So I'll try and give you a bit of an insight into what happened. But as Tim mentioned, the trends have been sort of hard to read and definitely sort of hard to predict going forward just because in some areas, some tech companies like Google have actually increased spend with us. Others like Amazon have taken work in-house.

So it's hard to sort of see patterns. But in customer insight, that's mostly Savanta, they had a sort of tougher first half, which I think was experiencing some of the weakness others have experienced in that sector. But also, to be honest, they were probably slightly too slow to integrate some of the acquisitions, which they've made over the last few years. And we're having quite a fundamental view of that business. And definitely, I'm expecting a much better margin performance in the second half and going forward because that business should be a 20% margin business and it clearly is until the moment.

Engagement, quite a broad church. Tim mentioned what I call the 3Ms, M Booth, M Booth Health, MHP have all done very well. We have the sort of Rule of 30 aspiration, which is a combination of organic growth plus margin, and they all were well over the 30% in the first half. Brandwidth, which is our sort of performance marketing business also had a very good first half, both in terms of revenue growth and margin.

But some of the more sort of B2B tech, we have 3 tech businesses sort of run by [indiscernible] out of San Francisco. They all struggled a little bit with the clients generally taking things in-house and maybe diverting spend away from sort of comms into what I sometimes call the AI black hole of data centers. So that, I think, is masking quite a broad range of performance where some businesses are up sort of 15%, good margin and some sort of down similarly.

Delivery, again, sort of tailor 2 halves. SMG, phenomenal growth. I think it was over 80% revenue growth, which is a result of them winning Asda, which they won pretty much at the beginning of this financial year. So that's 6 months of that. Morrisons is doing very well and beginning to be growth in the U.S., but the margin down a little bit really because of that investment in the U.S. and establishing people and infrastructure has definitely sort of hurt the margin in the first half, but we're beginning to see sort of payback through increased revenue growth.

And in terms of the B2B tech businesses like Activate, who actually did phenomenally well this time last year, where other routes to markets for lead generation opened up in terms of trade shows, et cetera, they definitely had a sort of softer H2. And that business has 80% operational gearing. So operational gearing is great on the way up, not quite so good on the way down.

Business Transformation, the weaker segment, I think all consultancies are having a tougher time than sort of expected. You look at what's happening with [ Ascension ] and McKinsey, they are sort of not where they used to be. And I think we're seeing a tougher time in that space. Mach49 had a very strong first half with a big contract, but the rest of the business was softer than we and they were hoping, but we're definitely seeing a lot of wins for them in sort of July and August, and that gives us sort of confidence in the second half.

And then head office, we pruned ourselves accordingly. And again, I think there's probably more to go in that regard. Working capital, the outflow was more than I would have liked, which I think is a combination of things. We always pay bonuses in April, May, which has an impact in the first half. And SMG, as Tim mentioned, they have quite a few relationships with retailers like Asda, Morrisons, where they get paid as sort of monthly retainer and then a lot of the extra value is in over target commissions, which typically get paid once the numbers are settled in fourth quarter.

So again, they've accrued for some profit and revenue based on what they have delivered, but actually the payment is not until the fourth quarter. But it's definitely one of the areas I'm going to focus on. And going forward, I would expect for the full year that number to be roughly sort of half what it was in the first half, so clawing back half of that working capital outflow in the second half.

Tax again was slightly more in the first half, and I'm expecting that number to be near GBP 20 million. So again, sort of less cash outflow in the second half. CapEx probably broadly similar. Acquisitions, mostly first half, that was mostly the payment for some of our earn-outs and with a couple of modest bolt-ons. We did GBP 5.3 million of share buybacks and our other cash flows is broadly [ similar ] to last year. So I think most people have got quite a big reduction in net debt for the second half, which is what I'm expecting in terms of their models.

In terms of the earn-outs, again, this is roughly 2/3 of that is Mach49. The only other material ones are things like SMG and sort of raft of other sort of bolt-ons where we typically pay 50% to 60% upfront and then pay the remaining 40% over the next 2 to 3 years.

In terms of adjustments, the biggest number there is obviously our restructuring program. That was approximately 160 people across a number of our different brands and the annualized saving of that cost reduction exercise was GBP 13 million. We are unfortunately doing a similar level of activity or expecting similar activity in the second half, which again should produce quite a material saving, probably mostly in Q4 because these programs tend to take 2 to 3 months.

The U.K. where most of the restructuring is focused in, it's quite a laborious process, you have to go through. So I think I'm expecting current restructurings to finish October, November, so we'll have about a quarter of savings.

Capital allocation, I think we announced this about 12 months ago and the policy is unchanged. We continue to prioritize internal investment, AI, data, really sort of modernizing our business, and that's absolutely the focus. As anyone who knows us, we are cautious on debt. I'm not just saying that because quite a few bankers in the room, but that is something we do prioritize in terms of keeping net debt below 1x EBITDA.

We do like bolt-on M&A. I think the days of us doing big grand M&A, I think, is over for now for obvious reasons. So I think it really is a question of -- I think we've identified 6 businesses, which we think are run by very good management teams in growth markets at the moment. So I think we're going to support them and really help in areas where there's either a product gap or a talent gap or maybe a sort of geographical gap.

So we definitely want to continue that process, but in a fairly modest way. Share buybacks, we will definitely consider at the moment with the share price where it is. So I think that's something we will continue to explore. And with earnouts, mostly earnouts, we have the option of paying either 15% or 25% of the consideration in shares. At the moment, we're assuming we'll pay cash just because of the share price. But if the share price gets back to a more acceptable level, then clearly, we will consider doing that.

Timothy John Dyson   CEO & Executive Director

So having avoided talking about Mach49, I now devote an entire slide to it. This is really just an attempt to make sure that everybody understands where all of this came from and where it should be going forward.

As a little bit of a reminder, we bought them back in 2020, paid $4.7 million at that time. They were a relatively small business. We also paid a relatively small economic interest of 25%. Normally, we pay a higher level. That was simply because at the time, they did feel much more like a start-up to us, and it was very unclear what their growth pattern would be. And so there was some logic to that.

You fast forward a little less than 2 years and you find them then winning this monstrous contract, which at the time, there was talk of it being possibly up to 10 years. We thought that, that was a little long to contract anything for as did the client. It contracted for 5 years with very specific services through every single one of those years. It was written very much in that way.

We will, at the end of this year, have generated roughly $124 million in after-tax profits. From them, we will have paid out $127 million. So essentially, pretty much a wash. What we have going forward, though, is an obligation to pay a further $105 million. But that's against a business that I think next year is going to do sort of [ GBP 9 million, GBP 10 ] million of EBIT.

As an acquisition, if you were looking at it, you would say to yourself, that's not terrible, maybe not quite the deal that we thought we were going to get at a particular point in time, but it's still not an awful situation. We also have these rather strange tax benefits that the U.S. gives that Peter understands far better than I do, which means you basically get over a fairly protracted period of time, a reduction in your tax payments for the group.

If you take all of that into account, that means that from here, we would expect an 8-year payback, which, again, for most acquisitions for us is about typical. That's sort of where we would normally expect things. But in terms of the business health, as Peter said, it had a not brilliant first half, but things have certainly looked much, much better over the summer. And I do think that now that they know that the big contract is going away, management is going to be extraordinarily focused on one thing and one thing alone, which is growing what we always described as the core. They didn't like it when we described it as classic.

In terms of operational progress, we described it as the next Next 15. Earlier this year, we spent a lot of time with the Board sort of really trying to dig in and analyze like where do we go from here? What is wrong with our business that we could improve, what is right with our business that we could accelerate? How could we make our business more valuable? Basically, how could we make it a better business? What that spat out was a number of different things.

This is really just a summary of some of the highlights, not all of them. We can't avoid AI. We absolutely cannot. We've made significant progress in AI, as I'll come on to talk about. But it's one of those things, the less you do now, the more you will have to do later or the greater the risk the business faces going forward. The option to do nothing and spend no money is not really an option if you want to remain a viable business in our sector.

Our current operating model, which is we buy businesses, we add businesses to the portfolio is having this sort of rather a wonky effect of then just basically scaling head office, which long term is unsustainable. The number of businesses that reporting to Peter and I are pretty significant. We have taken steps to start to prune that. But we can see the operating model is becoming increasingly inefficient in certain areas. We are taking steps to improve that.

Our structure also does not optimize for client synergies. We have an awful lot of customers where we work with them in multiple parts of our business, and we are not getting the benefit from that. We are not as joined up as we need to be. A few years ago, we talked about this. We made some efforts in there, but then we got super busy and our efforts went away. I think you will see those efforts massively redoubled. And with the simplification of the model, that will also help dramatically.

And lastly, you guys just are clueless on what our business does. A number of times, we sit and talk to you and you say, I find this part of your business really confusing, and we kind of go, but we understand that. I mean it is confusing. We are a very complicated business for our size, and we need to solve that. There's no doubt about it.

Looking sort of forward, we do know that our decentralized model works. We know that it creates fantastic local accountability. So you're not going to see us just suddenly say, right, we're going to become [indiscernible] with one P&L and that kind of thinking. What you will see is a reduction in the number of what we would call significant businesses within the organization.

So there will be -- I think by the early part of next year, we're aiming to get that from -- depending on how you calculate it today, 21% or 19% is the different calculation down to 12%. I think there's scope to do more than that in the longer term, but that would see the business reshape quite significantly. A good example is SMG and Plinc. Those 2 businesses are very complementary. And if you look at SMG's sort of trajectory as a business, it's increasingly can see itself as a software and services business.

And Plinc's software is a fabulous product for them to sell and a very complementary product for them to sell. And the management teams of both businesses seem pretty excited by that, and we anticipate those 2 businesses merging by the end of this year. There are lots of examples like that across the group where we can see very complementary business sets, very complementary cultures and skills, and that word culture is very important to us because we know that culture eats strategy for breakfast every day.

If you try and merge 2 businesses with different cultures, be prepared for a pretty awful time period where those businesses just try and eat each other in front of your eyes. AI, I mentioned that we're making a lot of progress. We have a what feels like gazillion projects going across the business to do with AI. Some of them are tiny. Some of them are really quite simple little exercises. Some of them are really quite meaty. We talked last time we were in this room about synthetic personas and maestro.

Those 2 projects have really evolved in a pretty significant way and are now actually being further developed by individual businesses within the group, if you like, the Next 15 labs part of our organization, which sits in head office has sort of done the bulk of its work and now the challenge is within the individual businesses for them to put that to work. But I saw a demonstration from one of our businesses that's taken on personas this week, and it's very impressive what it can do. And it is creating completely new revenue streams for those businesses.

SMG, can I say them enough in this meeting. I'm not trying to overshadow Mach49, but SMG is -- has also done a pretty impressive level of AI development, in particular relation to Plan Apps. It creates a much more sophisticated campaign planning tool. And I think given that their future very much lies in their ability to put software at the heart of the business, that's deeply encouraging.

As I've mentioned, combining to create scale, that's very much the path for the business. In practice, what that breaks down into is how do we drive growth and how do we save money. Driving growth is us continuing to invest in new areas. Retail media is obviously big for us. Influencer marketing, I can see as being another big growth area for us. The other bits I've really already talked about. Cost control is -- you could say head office simplification, I think there is definitely scope there as we move forward.

We do an awful lot of work for the brands. So that line between us and the brands can sometimes get a little blurry. I think we need to bring that much a little bit more into focus. We focus a lot on gross margins. I think we'll also focus a lot on revenue per head, especially as AI really kicks in. The real risk for us is that we embed AI and see our revenues decline. That absolutely cannot happen. And so pricing is going to be crucial in that respect. But there is huge scope for offshoring and automation going forward.

I talked about these 130 AI projects. A lot of those are clever little ways of being able to do something in a fraction of the time. A good example is we have to do across our comms businesses, a lot of media monitoring, basically listening to see what is being said about a particular company. It takes days to produce that work if you do it manually because especially for a big company, there are hundreds and hundreds of pieces of content coming through and you have to weed out all the ones that are actually not them. There's some other company with a similar name in a completely different industry, ones that are just so minor and mentioned that you shouldn't include it. It's one of those incredibly boring tasks, but incredibly important that you get it right tasks.

In other words, if you screw that up, look really bad to your customer because that analysis is extremely important. We have developed an AI solution for that. And basically, it takes that 2 or 3 days down to about an hour. Now for the customer, the value of that has not changed. And this is where I talked about pricing being crucial. We have to be able to deliver that solution and charge the customer even though we could do it better, much faster, we have to make sure that the client then doesn't say, oh, well, it only took you an hour, therefore, I only want you to charge me for an hour. So the packaging and the pricing for those things is very important to us.

In terms of the trading environment, the earlier-than-anticipated election definitely impacted us. We expected the first half to be down. We knew we'd had a pretty tough comp from particularly the Department of Education, which is one of our largest customers. And we knew that they spent disproportionately in the first half of last year. As I say, we kind of knew this was always going to be a bit of a rough comp, but government most definitely shut down much more quickly than anticipated.

We don't anticipate that coming back in the second half. We do expect it to come back in the first part of next year. We are already seeing a bit more normalization in that area. But in truth, the government works slowly. And so it will be a little while before the frameworks really open up and the revenues that go with that. If you look beyond that, if we didn't do technology, public sector isn't that huge from a revenue perspective for us.

You would have seen us produce some pretty impressive results, very strong organic growth in those different sectors. Now that's what leads to a lot of frustration on our end, which is all that really needs to happen is tech to stabilize, and then our numbers are suddenly going to look really dramatically better because we really don't see the trends in those other areas slowing down. Health care should continue to be a nice growing market for us. We have a very high-quality business in particular in that space.

Public sector, we know will rebound. Consumer passions continue -- consumer passion is really FMCG plus sport, plus a few other things. It's shampoo, it's dog food. It's all sorts of stuff that people buy. And it's a very, very strong business for us. And again, we have some excellent businesses in that space. So I don't see that changing. If I then move on to a little bit about client analysis, what's going on. We had a number of people say, oh my God, you lost this huge customer. What else do you have that I haven't really factored in?

And the answer is, actually, if you look at our top 20, it stayed incredibly stable. This says that the client retention is 7 years. That's actually distorted by the fact that people like Asda and Boots and Morrisons have come in relatively recently. They are new additions that have come in and made that look like we only keep our clients for 7 years. If you take them out, then it rapidly goes up into double digits.

Our story is very, very good. We don't have high client concentration, but we do have very high client retention. And we do continue to add good customers with notable revenue streams, and we continue to expand customers. We've listed 2 here in the FMCG market, Johnson & Johnson, Procter & Gamble. Procter & Gamble is going to be in our top 10, pretty certain of that. If not, it will certainly be in the second half and certainly next year. I think it will comfortably in that space.

Peter mentioned that we'll continue to do some acquisitions, 2 little ones for MHP and La Plage and sort of actually weirdly takes them into tech, but in a relatively niche way. La Plage is essentially a digital content business and is making a very good addition to that organization growing very nicely.

Hayden's Innova is the most recent. It didn't quite fit really into the first half, certainly didn't have any impact on the first half. That's an expansion of our capabilities in the business transformation area under transform. They also do a lot of government contract work. I think the biggest client in that area is in the health care, NHS effectively area. It's a very good business, but we have not paid huge multiples for any of these things, as you can see.

We did have a number of customers say to us, I assume acquisitions are off the table because your multiple is so low. Well, if we can buy businesses at this multiple, we'll carry on doing it because it's still quite accretive for us. Certainly, in the long term, it's good for us. As it says at the bottom here, the annualized impact next year for all of these things is GBP 21 million. So not huge, but not nothing.

Ending on the outlook, if I couldn't say this, I would deserve not to be sitting here. We are confident of meeting the expectations that were reset very recently. I think if there is an improvement in the tech market that is earlier than anticipated, then I would hope that we would do better. But at this stage, it feels like we shouldn't be trying to predict anything like that. We remain on the naughty step. We are working hard to get [ out of it ].