S4 Capital plc (SFOR) Earnings Call Transcript & Summary

Okay. So good afternoon, everybody, from London, and good morning in New York. So we had our first call this morning at 9:30 London Time, which lasted a couple of hours and probably do a similar stint now for the West -- for the East and West Coast. So we've got a presentation that we posted on our website earlier this morning, along with the statement, which I hope you all have. If you haven't got the presentation, by all means, go to our website for it. I'm joined by Mary Basterfield, our new CFO; by Scott Spirit, who you know from before; Wes ter Haar in Amsterdam, not in L.A., thank goodness; but Chris Martin is in Boulder, Colorado. So thanks, Chris, again, for staying up all night on the night shift; and DJ is in Paris. So they'll be talking a little bit about content, DDM, data and analytics and digital media and technology services. So the presentation will just recap the results with Mary, and then Scott will cover the market, clients, mergers, and then Wes will talk about content, Chris about Data and Digital Media, DJ about Technology Services, and then I'll sum up briefly at the end, and we'll take Q&A. So without more ado, Mary?

Thank you, Martin. Hello, and thank you for joining us today. I'm delighted to be here to present the results, and I look forward to meeting those of you I haven't already met in due course. I'd like to start with a summary of our results for the year. Revenue of GBP 687 million, gross profit net revenue of GBP 560 million and operational EBITDA of GBP 101 million at a margin of 18%. These are within the range of market estimates. And we have included 2 tables here to show the range of estimates, consensus and the level of the adjustments that have been made during the audit process. The net impact of the adjustments was not material. Moving on, I'll cover an explanation of the delay and then the work we are doing to strengthen our finance function and our control environment. As you are well aware, the audit has been a challenge this year. Our teams have worked hard in collaboration with PwC to finalize it, so that we can release the preliminary results. We were delayed in the early part of the process due to resourcing and COVID restrictions in the Netherlands. We subsequently became aware of issues within the content practice. These included control weaknesses, inadequate documentation and a lack of understanding in the application of the accounting standards, particularly IFRS 15, relating to revenue and cost of sales recognition, issues which were isolated to the legacy Media.Monks business. Despite this and the additional audit work needed, results are within the range of market expectations. Now once I'd onboarded, one of my first priorities was to strengthen the finance function to support the scale and continued growth of the business. I have created a new structure for the group team, including increasing my direct reports to cover FP&A, financial control and reporting, finance transformation, treasury and tax. We have already made a number of senior blue-chip hires who began joining in February across both the company and content teams. They include a new group financial controller, a new CFO for the content practice, a new global finance transformation lead, a new group treasurer and a new global compliance lead. With the senior management in place, we will be making further hires to strengthen their teams in due course. We are also improving our control environment. And in light of what has happened, this work will focus particularly on the processes and controls around revenue recognition, IFRS 15 and cost of sales recognition. We will also build out the company's internal control team and are in the process of securing internal audit provision from a large accounting firm. In addition, we have asked our auditors, PwC, for a full debrief, which will take place during May. This, combined with the new hires and control and process work, which is underway, will ensure we see a substantial improvement by the time of the half year results. Ultimately, finance should be an effective business partner for our fast-growing entrepreneurial business, and I believe the steps we are taking will achieve this. Moving on to the results themselves, let's start with the financial highlights. 2021 saw strong momentum in the business continue. Gross profit/net revenue for the year was GBP 560 million, up 44% on a like-for-like basis. This exceeded our expectations of 25% set out at the beginning of the year and is well ahead of underlying market growth. Operational EBITDA was GBP 101 million, a like-for-like increase of 11.9%. Operational EBITDA margin was lower at 18%. This reflects investments in major new business wins, new business activities and management infrastructure, all of which will support our longer-term growth trajectory. Adjusted profit before tax and adjusted earnings per share have both improved significantly, with the latter benefiting from a one-off lower-than-expected tax charge. And we finished the year with net debt of GBP 18 million, as expected, giving us financial flexibility. 2022 has started well with gross profit/net revenue growth in Q1 ahead of full year guidance run rate. Moving on to the income statement. On a reported basis, revenue doubled to GBP 687 million, with like-for-like growth at 52%. Reported gross profit net revenue grew 90%, of which 44% was like-for-like growth. This highlights the strong underlying momentum of the business in addition to significant M&A activity. Reported operating expenses grew 110% as the business continued to grow, both organically and through combinations. This includes investments in new areas of activity. Where we have determined build is better than buy, in our new whoppers, which need investment placed slightly ahead of revenues, and in management infrastructure. All of these will drive or support future growth. Reported operational EBITDA grew 62% to GBP 101 million or 11.9% on a like-for-like basis. I've given you a breakdown of adjusting items in the table on the left-hand side. And you can see that GBP 84 million is investment in value-creating M&A and future growth, while a further GBP 40 million relates to amortization of acquired intangibles, again, related to combinations. And finally, the increase in net finance expense is driven by the term loan, which was put in place in August 2021 to finance the greater scale and ambition of the group. This provides us with long-term secure financing. Looking next at our 3 different practice areas, content, data and digital media and technology services. My comments here are all on a like-for-like basis. Content grew strongly, up 47% as we outperformed the market. This was driven by our land and expand strategy and 4 new whoppers. In other words, clients which generate revenue above $20 million, taking the total to 6, ahead of our 2021 targets. As I mentioned earlier, we have invested in growth, both in ramping up new whoppers, especially Mondelez and BMW, and in service areas such as social media and the metaverse. This is reflected in the content practice's operational EBITDA margin. Data and Digital Media grew 35%, also ahead of the market, with strong growth from the media activation business, and delivered an operational EBITDA margin of 33%. Technology Services, which includes 3.5 months from the combination with Zemoga in September, delivered very significant growth, with gross profit up 79% and a healthy operational EBITDA margin of around 40%. And then from a regional perspective, we had strong growth across the globe. While the Americas remains our biggest region, EMEA was the fastest growing and became 21% of the geographical mix in 2021. Moving on to the next slide briefly. You can see that we continue to maintain a strong balance sheet. As I mentioned earlier, we refinanced in August 2021 to support the scale of the business. The facility summarized here provide us with significant financial flexibility for further growth and M&A. Moving to cash flow on the next slide. We generated free cash flow of GBP 67 million before working capital changes in 2021. Then in terms of working capital, we saw an outflow of GBP 33 million in the year, which reflects the growth of our business and particularly development and expansion of our whoppers. Free cash flow was GBP 33 million. The majority of CapEx was invested in IT infrastructure. Interest paid represents the term loan for the latter part of the year, while higher cash tax reflects our increased scale. The cash spend on combinations was GBP 102 million, taking net debt to GBP 18 million, within the expected range, and the net debt to operational EBITDA ratio to 0.2x. Before I conclude, I thought it would be useful to provide some guidance for 2022. Pro forma gross profit for 2021, including all combinations announced to date is around GBP 610 million. In 2022, we expect to deliver another year of strong growth, with an increase in gross profit/net revenue of 25%, driven both by strong structural market dynamics and our continued outperformance of the market. Our first quarter run rate is ahead of this guidance. On EBITDA margin, as indicated, we expect a steady improvement in 2022. As you would anticipate for a strongly growing business and as you will have seen in prior years, the year will continue to be weighted to the second half. We expect net finance expense of around GBP 16 million as the term loan will be in place for the full financial year. And our current monthly net debt balances are fluctuating between GBP 30 million and GBP 70 million, reflecting significant recent organic growth and recent combination payments. We anticipate cash contingent consideration in 2022 of around GBP 55 million, covering previously announced combinations. So in summary, 2022 has started well, and we are expecting another year of strong growth. And with that, I will pass to Scott for the market and client update.

Great. Thank you, Mary. So I'm going to cover 3 sections today: our addressable markets, our clients and our mergers. And you should see a theme running through all of these slides, which is really around why we feel so confident in our ability to continue on this growth path and achieve the kind of guidance, both in the short term and the longer term that Mary just outlined. If we start with the broader market opportunity, it's really important to remember that we operate in multiple addressable markets. Everyone tends to focus on the media spend or more precisely the digital media spend projections, and that's a $430 billion market, which grew almost 30% last year. And of course, they are very important and have a large impact across our business. But there are plenty of other rich themes of opportunity for us, too, and I've highlighted some of them here on this slide. Our data practice is aligned with the growth in data and analytics, which is a $230 billion market, and they're also closely linked to the continued success of companies like Salesforce and Adobe in the marketing technology sector, which is worth over $50 billion and growing at 17% CAGR. There's admittedly a lot of hype right now about the metaverse, but we see the reality, and that's driving significant revenues and growth for our content business. Some analysts predict it's potentially a $1 trillion future market, and we see VR and AR headset sales, which are the on-ramp to the metaverse, predicted to grow at 35% for the next few years. The digital transformation market, which powers the growth in our tech services practice, is arguably the largest in terms of dollars, with IDC projecting spend of almost $7 trillion between 2020 and 2023. From a market share or share of wallet opportunity, Adage published their annual list of top 25 agency groups, which includes companies like Accenture Interactive, EPAM and Deloitte. Total revenue in 2020 was $113 billion, and S4 made our inaugural appearance on the list last year at 25th place with a 0.4% market share. So as far as we're concerned, we have 99.6% market share gains available to us. If we delve a little deeper into these markets and the projected growth going forward, I think you will again see why we're comfortable with both our 2022 and our more longer-term guidance. Media spend has recovered from its COVID-induced decline in 2020. And as you see here, digital spend continues to grow at significantly higher levels. In fact, MoffettNathanson projects that between now and 2025, over 97% of the dollar increase in total media spend will come from digital. It's also worth noting that the projections for digital spend in North America are significantly higher than the global projections. And remember that 65% of our revenue is from the Americas. Morgan Stanley recently revised their projections for digital growth based on the current macro concerns around the war in Ukraine, inflation and supply chain issues. They trimmed the 2022 forecast by 1% to 2%, but they left the U.S. growth figures and 2023 projections unchanged. Overall, digital transformation spend growth continues to be strong. And within those specific areas such as revenue growth at the 3 key cloud platforms, it's running at 30%-plus. Likewise, at the 2 key marketing technology companies, Salesforce and Adobe, similar levels of growth. When you look at what this means for the service providers in the industry, then you'll see that the holding companies are projected to grow at less than half the overall media spend, illustrating their continued overexposure to traditional media and that they are losing share overall. Our growth has been far more in line with the tech services companies, and we would expect that to continue. Another key driver of our growth and something which gives us confidence in the future is our client relationships themselves. These 4 charts are based on our 2020 and 2021 reported revenues. The first chart here shows that almost half our revenues continue to come from the high-growth tech sector. Growth in FMCG and auto sectors for us was driven by our Mondelez and BMW wins in late 2020. As you're aware, one of the core strategic advantages of S4 Capital is that our unified structure allows clients to access our services in a completely integrated way. We've seen increased traction this year in servicing clients across content, data and digital media and technology services, particularly amongst our largest client relationships. As you can see, 56% of our top 50 clients were taking services from us from more than 1 practice area. That's up more than double from 26% last year. For the top 100 clients, it's a similar trend, up from 20% to 39%. Our goal to build scaled relationships with our largest clients also saw significant process -- progress in 2021, with the average reported revenue from our top 10, top 20 and top 50 cohorts all growing around 90% year-on-year. The final table here further illustrates the growth in our client relationships. We doubled the number of clients above GBP 10 million and more than doubled our clients in the GBP 5 million to GBP 10 million and GBP 1 million to GBP 5 million segments. We now have 90 clients with over GBP 1 million versus 42 in 2020. All of this growth is driven by the fact that 2021 was an incredibly strong year for new business. This chart provides some detail on our top 100 clients, which represents 72% of our total reported revenue. If you look at the revenue we received from our top 100 clients in 2021, then 46% is represented by the amount of revenue we received from that same client list in 2020. 43% is represented by growth in our existing client portfolio, much of that from our highly successful land-and-expand strategy, and some of it from our pitch wins such as Mondelez and BMW Mini. 9% came from new clients, which we welcome to the company via mergers such as Jam3, Decoded, Cashmere and Zemoga; and finally, 3% came from entirely new client relationships, which we expect to be significant growth drivers for us in 2022 and beyond. Our 20-squared strategy is to build 20 scaled client relationships with over $20 million per year in revenue. We ended 2020 with 2 of them, and budgeted to reach 5 in 2021. We actually exceeded that target and entered 2022 with 6 whopper clients. We've identified the next 19 potential whoppers from a broad range of categories, although technology continues to dominate. We anticipate adding an up to an additional 5 whoppers this year, and they're already making excellent progress. In 2021, we welcomed 10 mergers to S4, expanding our colleagues, capabilities, geographies and our client base. Tomorrow expanded our relationship and presence in China, and we send our best to our colleagues in Shanghai who continue to deliver despite very tough circumstances. Staud, our pitch partner for BMW, kicked off our German presence, which is a market which had an excellent 2021. Datalicious was an asset deal, expanding our data capabilities and clients in Asia. And Jam3, one of the most awarded digital creative agencies, joined us in March and has had a meaningful impact on many of our top clients. Raccoon increased our performance media capabilities, taking us to a leadership position in Brazil and increasingly delivering hub services for the broader Latin America and U.S. markets. Destined in July and Maverick in December expanded our sales force capabilities, where we are seeing increased demand from clients and are set to have a marquee year in 2022. We also raised a term loan and expanded our revolver in July, giving us additional firepower to fund our expansion. September saw us welcome Cashmere, a highly creative agency, with a strategy to provide culturally relevant creative to clients, which is in high demand as the industry quite rightly places more focus on diversity, equity and inclusion. Zemoga was our first merger in the technology services practice area, and it was based on the thesis that marketing and technology are increasingly combining and that clients are looking for integrated partners. You'll hear much more from DJ later on the early successes we've had in this area. And finally, Miyagi joined us in November to expand our content capabilities to Italy. In early 2022, we announced the merger with 4 Mile Analytics, which is a high-growth consulting business built around Google's Looker platform. Integration has and continues to be a key focus for us, and I'm glad to report we continue to make excellent progress in this area. M&A is an important strategy for us to expand our capabilities, our talent, our clients and our geographical coverage. And we continue to have a strong pipeline of deals and strong interest from some of the best entrepreneurs in the industry to become a part of the disruptive company we are building. Our 50% cash, 50% equity deal structure is the key to the successful integration and incentivization of these deals. And whilst we would not want to issue equity at the current stock price, there is continued interest to complete deals, even at the pre-disturbed price. The final and most important secret to our growth is the amazing group of talented individuals I get to call my colleagues. We now number over 8,400 people in 33 markets across the world. And 2021 was a year of incredible growth and success. And whilst we enter 2022 with the war in Ukraine, the macroeconomic headwinds of inflation and rising interest rates and the recent challenges of our delayed results and share price decline, I can comfortably assure you, the growth opportunity ahead of us remains significant, as does all of our determination to win and have fun doing it. And with that, I pass you to Wes, who can update you on 2021 from the content practice.

Thank you, Scott. Hey, everyone, very excited to run through the progress and year review for content. If we go to the next slide, we will start with a little recap and washup of 2021. I think this was really about proving a point and, to an extent, the point of what we're building. Very disruptive model. We understand clients need a new age -- new era partner. And you can see that reflected in how the year has gone, massive growth, saw the earlier overviews. But not just purely in scale, also in our strategic role agreement with key clients, our funnel, with more strategic partnerships and still winning new whoppers. So that's very exciting to see. If we look at the year that we've been through and backwards, you can really see us be the most disruptive player in our industry, fastest-moving player as well, which is a massive opportunity for us to deliver. And we're very excited to be in that spot. Last year, it was really about embedding 2 new whoppers, a challenge for the company that I think will be fundamental for our future success. And then the year before that was really landing the plane on the first year of integration of content data and digital media. 2021 was also about doubling down on our mission being a truly unitary company, single P&L. We launched the unitary brand, which has been massively successful for us. And if you look at that, it really is a unique positioning because we're doing something that none of the legacy agencies or traditional networks have been able to do, and it positions us as a real change agent for the industry for talent and of course, for our clients. We've been really striving towards our goals. I'm very proud of the quality of the work with that level of growth to still be able to deliver so much award-winning and really sort of groundbreaking work. I think it's something that's a real testament to our teams. We've also made huge strides in sustainability, chipping away at our goal to be the very best company in our industry to work for. We've launched and are building into an iconic brand and, of course, sinking our teeth into more whoppers. Then the question, of course, goes, what's next? More capability, building more integration. But I think the really important takeaway here is we're trying to be a niche specialist in 1 or 2 spaces. We want to be a partner of record and really help our clients solve what is becoming a more and more complex ecosystem. And if you want to turn up as a seamless offering to your customers, you need a partner that can de-silo, consolidate and defragment. If we go to the next slide, a few beats for us is about changing the work. In 2021, that was really still about moving on the front lines of what was happening in culture, lots of ups and downs still related to the pandemic, of course. And you can see that in the work, lovely projects for DoorDash, where we had a virtual date night experience, live streaming, Boyz II Men on Twitch with some amazing interactive components of that as well. We had a great brand launch in South Korea for JUST Egg where we're leaning into the frictional social distancing and personalizing that in a million different ways to make it relevant for very diverse groups or potential consumers. And then a personal favor for Moncler, really a first of its kind mix and mash up of fashion, dance and art installations reaching over 300 million people. And I think it was really one of the groundbreaking projects during last year. If we go to the next slide, personal interest. What I think is so exciting about our role is that we get to design and define the next thing. And of course, the last 6 to 9 months, what's the focus on metaverse, what's the focus on Web 3.0. Those are elements of bigger societal trends, technology trends, and we are lucky enough to be at the very forefront of them. Some examples for Netflix translating one of the original shows to Roblox, and opportunity for people to look at the different places and spaces that make that show what it is, meet the character, solve the mysteries. We just did another very big Roblox piece that actually hit 6 million visitors in its first week. So real scale has started to happen in these locations. Second piece of work, big music piece for the 25th year anniversary of Pokémon with Post Malone as the main artist. Picked up gold in Cannes at the entertainment -- in the infotainment category. We're going to have lots more work happening in this space. There's actually some really interesting news that will come out, I think, in the next month or so. And then ComplexLand, to me, a great example of what a metaverse like engagement can do for a business and how it creates actual incremental revenue. This is for Complex, and it combines gaming, fashion and commerce and really is a great example of how digital drop culture sort of originates and grows. If we go to the next slide, yes, it's about changing the work. It's also about changing who is doing the work. I want to call out our film team, female-led, across the globe. They're moving the needle on not just who shows up in front of the camera, but also who sits behind the camera in the director chair. Lots of focus on diversity there and female talent, which is very exciting to see play out, and we're helping our clients really changing the industry because of that. I want to celebrate our talent. We have this amazing grassroots program that started 1.5 months ago, Punk.Monks, where people are celebrating their side hustles and passion points, and we're seeing connections happen, of course, as well, which is just celebratory. And then it sort of leads into the talent in general. We have an amazing talent across the globe, a lot of it, of course, comes from existing agency structures, which is looking for a better, easier place to work. But we're also seeing a whole new wave of nontraditional talent coming to the table and really scale their superpower, which is really exciting for us as an organization. If we go to the next slide, last part of that, it's about changing what the work is doing. And our work wins, but it also works. Our industry is like sports, maybe a little bit too much. What is fun from our perspective is to see the types of things we're putting together, because it starts telling the story that nobody else can really tell. So 3 awards from 1 team: Webbys' Production Company of the Year reflects that we have some of the very best makers in the world; Ad Age Agency A-List for the first time ever reflects our growing reputation and strategic importance to our clients; and then also one of the AdExchanger's Programmatic Power Players, which is a reflection of is continuously being on the front lines of anything data and data driven. If you look at that, it showcases excellence across production, creativity and data in digital media in ways nobody else can do. And of course, the work works. We're going to be on the hook for impact. I think that's reflected in our client portfolio, 8 of the 10 most innovative companies globally are sizable and scaled clients of our teams, and that's because they know we understand that digital is about impact. It's about brand performance, not just PR and award. So it's nice to see us turn up really well in both of those phases. And then the last slide before I hand over to Chris, what's next? If you are looking to win a decade, I think you need to define it to an extent. And if the last decade was about digital transformation, this is a decade where we're seeing a true transformation of digital, the value of digital, what it means in people's lives and relationships. And we're defining how concepts of ownership, community, place, identity, experience are evolving, and what that actually means for brands and our clients. Part of that is about staking a bigger claim in the metaverse. Again, that is one outlook of massive changes in user behavior and technology. At the moment, I would say we're in a case race, right? It's about making sure we have that first wave of iconic work, which is definitely happening. It's also about thought leadership and really being consultative on what our clients need to be aware of. If you haven't checked out our Making the Metaverse report, it is very strong. We also have some great thought leadership in a content series called Meet Me in the Metaverse. I have to call out our Social.Monks team going from strength to strength, really the best, most integrated global social player available turning up for our clients with lots of really deep, relevant insights across the globe, making sure those clients can be more authentic in what is an ever more complex space. And then the last part here is really building into our promise. We call that Monks.Plus. The promise of the company we are building and, to a large extent, have built together is end-to-end services and the flexibility to organize and operate around what our clients need. So this moves us further away from just being a specialist in 1 space, and more and more to being a true partner of record for our key clients, which, of course, is very exciting. And with that, I'm going to hand over to Chris.

Thank you very much, Wes. In 2021, for our data and digital media practice, it was a year of foundations, integration and growth at the same time. So at Media.Monks, we are building a new type of integrated marketing foundation for the CIOs and CMOs navigating technology, consumer behavior trends through the next decade of inevitable changes, challenges and opportunities. And as I've mentioned before in previous updates, and has held constant, our strategy and our disruptive offering is taking advantage of the following long-term trends in our industry. So first, we see a tremendous and accelerating shift from scaled paid media, and you know this is TV, radio, print and even certain parts of the digital ecosystem, to a new framework of fragmented consumer journey moments spread across ever-evolving digital experiences, which brands all must navigate and bring together. So the second big trend is in data, consumer privacy expectations, privacy regulation, consumer behavior and scale afforded by cloud technologies. All of these trends are shifting the data landscape from a third-party data marketplace into a 0 and first-party data ownership, governance and value exchange moments, in direct control of the brands with a direct relationship with consumers. And third, we see an integration of our clients' marketing intelligence and direct consumer relationships, all of that data being leveraged to drive overall digital transformation of the modern enterprise. Brands are getting digitally closer to customers. So together, these 3 disruptive technology trends intersect exactly at where our offerings and data foundations for the enterprise and our focus is now, on the transformation of digital. Not digital transformation, but the transformation of digital into the next decade of consumer experiences. So our businesses in general will need to collect vast sums of data in new ways from owned and operated consumer touch points in a privacy-friendly manner designed around the concept of value exchange for the consumer and the marketer. And to build that strong foundation for our clients against this larger strategy in these trends, we're building a technology services base, which DJ is going to walk you through in more detail in a moment. But to lay the groundwork for that technology services, we need a global analytics footprint and a strong data infrastructure and data visualization capability that powers marketing activation. And so that's a long way of saying that the current agency landscape is no longer fit for purpose in what the marketers and CIOs of the next decade need in a services partner and a foundational infrastructure implementation partner. And that is where we fit in perfectly. So I'm happy to update that our analytics footprint globally and that strategy that we kicked off in 2020 is now complete. We have a global analytics footprint as we've added Lens10 and Datalicious to round out our Asia Pacific capability, and they are now fully integrated into a centralized Media.Monks brand and offering. We've also tapped data digitalization partner, 4 Mile Analytics, to help scale our business intelligence practice and help our clients organize and make sense of all of these data foundations that we're helping them build. We call it the data spine of the modern enterprise. And in 2020, we set our sights on building a strong CRM practice within our Data and Digital Media Group, and I'm happy to report that we hit the market with a huge splash this year with our emerging Salesforce partnership. Both Maverick and Destined were key mergers in the Salesforce implementation space, primarily centered around Marketing Cloud. And I'm very, very happy to report that we are now, Media.Monks, is now #4 in the list of scaled marketing partners across the globe. With our current trajectory, I expect to be #2 by next year, driving over 500 net new Salesforce certifications and individual professionals within the organization. As well, we are one of the largest ACV drivers for the Marketing Cloud for Salesforce, ACV is their way of measuring annual contract value. So along with that momentum in market, we're seeing at least 100% growth year-on-year in that practice of a pretty significant base with the mergers. But I would also like to point out that we are building out scaled delivery hubs in Karachi, Buenos Aires and Sao Paulo in Brazil. And across those 3 hubs, we already have over 100 people in place and we look to scale that by about 3x over the next year. So I'd finally like to call your attention to our powerhouse of a mid-market growth and challenger brand-focused performance marketing offering, which combines capabilities from our legacy Orca Pacific e-commerce and Amazon capability, Metric Theory and Raccoon, 2 performance-based shops in the United States and Brazil, that are all coming together in a unified go-to-market called the Performance.Monks. And this very high margin, high-growth part of the business gives us access to rapid innovation across a wide-ranging industry set of verticals, access to scale and talent as well as access to high-growth potential brands. And before these brands graduate to our unified global offerings, they are continuing to be disrupted in their own right. But now we are a partner that can take them from 0 to $1 billion and then $1 billion to globe, which is a big differentiator for S4 Capital. So turning the page to 2022. We started off the year right with a complete integration of all the prior companies that have merged together to create a data and digital media practice. And we are now organized in the following go-to-markets. We have our Commerce.Monks; our Customer Relationship.Monks; our AoR.Monks, or really our Agency Displacement.Monks that help us win at RFPs against traditional agency holding companies that have a little bit more scale on the media side, but now we have a way to supplant them; our Automation.Monks, which focus on enterprise automation for our clients where we build processes and tools for them; our agency automation, which focuses on our internal operations, and then our citizen automation efforts, which helps uplevel all of our employees across the company with the ability to automate their own roles; and then finally, we have the Performance.Monks, which I've already given you a highlight on, our high-growth, high-margin segment for mid-market and fast-growing brands. So each of these go-to-markets has momentum in expanding into our current whoppers as an integrated solution or as a stand-alone solution into net new clients and existing clients. So foundationally, the DDM practices have driven the creation of 3 whoppers in 2022. And our focus on our 40 whoppertunities across the portfolio has just scratched the surface. And we have a lot of upside remaining in just our existing accounts to expand our data and digital media footprint. So with all of that, we reaffirm that we are very bullish on our growth in 2022 and our continued disruption of the status quo, taking share from incumbents in the agency and consulting landscape, and we are participating in the growth of the sectors that we service. So with all of that, we reaffirm that we are very bullish on our growth in 2022 and our continued disruption of the status quo, taking share from incumbents and consulting landscape, and we are participating in the growth of the sectors that we service. So with all of that, I will pass it over to DJ to give you a walk-through of the technology pillar.

Thank you, Chris, and I appreciate everyone's time here today. It goes without saying that although I only have 2 slides and 6 months in, this has been a very exciting time as we build and establish a strong foundation for the techs pillar, Tech.Monks, if you will, that is driving the build of the digital transformation for our clients, making it -- making sure that it's strong and scalable and it's something that the market is going to respond to, and they have been. We've had, obviously, as Mary mentioned, some pretty strong growth over 2020 and 2021. There is an enormous amount of continued growth and opportunity for us. So we're very, very excited. We closed 2020 with 440 -- in 2021, 440 staff and grew organically. This is critically important because especially after a merger or anything that gives people an opportunity in a very competitive marketplace, the fact that we're almost half the attrition rate within the industry average -- within the industry, I think, is pretty impressive. And that has a lot to do with the fact that we are a culture-driven organization, something that Media.Monks and S4 have been supporting from the get-go. We continue to keep ourselves as the place to work in the marketplace. This is something that's very critical as we continue to expand and scale the business. I think it's important to keep in mind, if we want to go to the first slide, we have had -- post-merger, we've expanded multiyear engagements with 2 of our major retail customers. This is critically important, especially since one of them has become a collaborative effort with one of the other pillars within Media.Monks. And probably, by the end of the year will be all 3 pillars within that customer. I'm very excited about that. It just shows that the offering that we have that is end-to-end in designing, building, creating and managing is something that resonates with our customers. We have started and are in the middle of executing a fintech research and dev business for a major telecommunications company. We're very, very proud of that work that continues. It's a long-term contract. And we -- because of our experience in OTT and streaming, we are in the process of executing a major streaming platform for a Latin American content distributor, continuing our work in that space. Most of the work prior to that had been in North America, where the majority of our customers are. And to the earlier point, as we see some of the stresses in the marketplace is the fact that spending in North America is going to continue. We see nothing but that our customers are continuing to increase the ask and expand this for business units within their organizations. We've been able to, post-merger, to strengthen the relationships that we have as a preferred vendor for digital transformation, technology, engineering, UX design, things of that nature, the things that we specialize in. We're seeing without question a move with customers in in-sourcing and having staff that are critically important in a hybrid model to execute on what they're doing and not worrying about distributed agile development, which was -- I would put it as a positive benefit to COVID. COVID forced a lot of our customers to come to terms with the fact that work was going to be done remotely. And when you're providing work the way we do, that just work to help us grow along the lines of some of the numbers that you see that Mary shared with you. The integration efforts, and I'd like to credit the Merger.Monks within S4 and helping us not only maintain what our growth rate was, but allowing us to not have an obfuscation of our efforts. There is there's been, both on the employee side and the customer side, an enormous amount of excitement in this post-merger offering that we have now. And without question, we have several customers who have taken advantage of that, have engaged other pillars within Media.Monks, and we're hoping, one, if not 2, will absolutely be whoppers by the end of 2022. So we're very excited about that. I think it's important to keep in mind that the support of the merger, the pipeline of targets that we have for additional mergers taking into consideration some of the challenges that we had with regards to the stock price, there's a lot of organizations that are interested in being part of this transformational, disruptive model that we've created. We have a lot of targets out there. As Scott mentioned, there are organizations that we've been talking to for quite some time that we feel fit the bill without question to help us scale. And as we continue that through 2022, with the combination of our organic growth as well as some of the targets that we have for additional mergers, we really feel we'll be able to feed this need in the marketplace for high-quality engineering design, development and maintaining those products and processes across the work for our customers. So we're very, very excited with a short period of time with 2 slides, but it's been quite a ride, and we're very, very, very happy with where we are right now. So with that, I'm going to get -- and hand it back over to Scott, Mr. Martin and Mary.

Thanks, DJ, and thanks, Wes, and thanks, Chris. So just on the final slide, just a summary and outlook. First point is continued strength in the fourth quarter of 2021 and a strong overall year, up, as you know, by 44%, 45%, and in the range of expectations, the 2-year stacks being 63%, and the 3-year stack is 100% versus comparator's averages of around 3%. Second point is the delay, obviously, in producing our 2021 results is not only unacceptable, but it's embarrassing. And significant changes, as Mary has outlined, are being made in our financial control, risk and governance structure and resources at 3 levels. So firstly, at the Board level. Secondly, at the company level. And last but not least, at the practice level. And those are being implemented as outlined, and there are further changes planned to try to ensure that this never happens again, and we return to a more normal financial calendar. We'll be issuing our annual report on May 14, which actually is the date that was originally planned, and our Q1 results will be available by the end of May. As has been outlined, we have 6 whoppers secured, and we've identified 19 more for the 3-year period 2022 to 2024, and up to 5 are in sight for this year for 2022, which obviously become operative next year. There's -- despite what's been happening in terms of the delay in the accounts, we're placing continued emphasis on integration of our combinations. Clearly, as a result of what's happened, part of it is because of the growth that we've seen in 2021 when we took on, as Scott outlined, about 10 new additions. But we are focusing very heavily, as you heard from Wes and from Chris and from DJ, on integration of combinations to take advantage of the unitary model. We made a very good start to 2022 with like-for-like Q1 gross profit or net revenue ahead of guidance, guidance being 25%, similar to where we started off last year. And we have, as Scott indicated, a healthy merger pipeline, although to underline, we wouldn't issue stock at current levels. The level that -- prior to our delay that we were talking about with potential candidates was around the 4 -- VWAP level, 30-day average VWAP level of around 425, to give you an indication of what we have in mind as to the level at which it would trigger further activity. And all of those opportunities are in content, data and digital media and technology services. I mean markets pricing has come down a little bit, certainly, in the public markets. That hasn't flowed through completely to the private equity and VC markets, maybe more to the private equity markets and VC, so far. But of course, in time, that will flow right their way into the private sector, too. We've also made very strong progress against our ESG objectives, and that's fully outlined in the statement and in the presentation. So as far as 2022 is concerned, the focus is to continue to develop our 6 existing whoppers and to develop and secure 5 more this year, so that's number one. Number 2, it's to integrate our 3 practices and indeed, our 3 geographies more effectively. Thirdly, to deepen our diversity and climate change agenda, which is critical to our people. Fourthly, to continue and broaden and deepen our client offering through combinations where we think it's the right time and place to do it. And lastly, to strengthen our financial control and risk and governance infrastructure to try to ensure once again that there's no delay in our financial results. Just finally, I just want to say it's been a very difficult couple of months for Mary and her team in particular, not just at the company level, but at the practice level, too, and they've made a strong effort over those last 2 months to get everything put together. Now that is behind us. So we can't obviously afford for this to happen again. We'll do everything in our power to make sure that it doesn't. And we'll make the required changes in terms of control and risk and governance to ensure it doesn't. A couple of people have said to us, could we have provided more detail during the course of the last 7 or 8 weeks on what has been happening. It's been extremely difficult to do that. We work very closely with PwC to finalize the audit. And I think at the end of it, you can see the impact of the net audit adjustments. Just to repeat, less than 1% of revenue, at about less than 1.5% of net revenue or gross profit and less than 5% in terms of EBITDA. So with that, we'll turn it over for Q&A.

[Operator Instructions] And the first question comes from the line of [ Marina Loland ] from Chenavari.

I'm happy to see that the numbers weren't a big deviation from what we've expected. Would you be able to just give a little color on the reporting in content? Just to try to understand this delay. Are we talking about just a bit of a complex sort of revenue composition of a retainer across different periods and fixed budgets versus output events. Like for someone that doesn't know the industry, to me, it seems overwhelming. So I just want to sort of conceptualize to like where it's maybe like has been the biggest challenge, if it's the events and shifting budgets around that, or if it's something else?

Let's do 1 question at a time. Mary will respond on -- Mary has volunteered to as well.

Thank you. Marina, so the issues in the content practice were around controls and documentation and understanding of IFRS 15 and the accounting rules as they relate to revenue recognition. Now IFRS 15 includes several complex judgments, which have to be undertaken when considering revenue apportionment between accounting periods, so in this case, between 2021 and 2022. And what we found was there was insufficient understanding within the team to make these judgments. And therefore, we've worked very collaboratively with PwC to reassess some of the judgments that were made post adjustments, as you've seen, and ultimately get the numbers into the right place for the release of the prelims.

Do you want to talk a little bit, Mary, about outputs, input in relation to IFRS, just to explain a little bit about what some of the intricacies involved?

Yes. Sure. So there are some of the concepts under IFRS 15. So we've also been in a position this year where our content practice has grown significantly. And also, there has been a relatively dramatic, actually, increasing complexity in the way we contract with our clients, particularly some of the larger clients, and also increased complexity in some of the work we're doing. Now some of the assessments that have to be made under IFRS 15 are whether a particular overarching contract and the projects that fall underneath it should be considered as one or whether they should be considered as separate. There are assessments about the transition of the work from the service provider to the client. So in that instance, it might be -- if we're creating a piece of content, it might be a discussion around at what point has the client considered it accepted and when do we consider it complete. There may be considerations about -- there are 2 methods used as well. There's the output method and the input method. So there may be considerations around the input that we as a company have put into creating that product and how that relates to the recognition of the revenue. So overall, there is a very complex set of judgments that we didn't quite get right and we have now rectified.

Do you feel like also the clients are more willing to simplify some of the terms of the contracts just in order to avoid? I don't know discussions around milestone was accepted or was not. I mean we're seeing it in multiple sort of reconstruction. I mean...

I wish that was the case, but I think the honest answer is no. That's something that is for us to sort out and deal with. And I think there are 2 parts to it. One is educating and put it like that, our own people as to the complexities involved because it is complex, as Mary explained. And secondly, just making sure we have the processes to deal with it. So those would be the 2 things that I think we want to focus on. Do you want to add more to that?

So in terms of the work we're doing to make sure we're up to scratching this area, so there's a set of pieces. There's a thorough review of the processes and controls around the revenue recognition. There is a set of training, which the team will go through. And also, we've been upskilling the team, and some of that upskilling has already taken place. So we had a new content CFO, who started on the 1st of February. We now have a new group financial controller. We've also added IFRS 15 expertise into the content practice. And these pieces together, along with a general strengthening of the control environment, will ensure we're in a much better place for the half year results announcement.

I mean the nature of our business is it's not precise and there are a lot of moving parts. We're not manufacturing an aeroplane, if I can put it like that. So if a program or a project covers a year-end, it is a question of judgment to some extent as to what the appropriate revenue accrual or cost of sales accrual, what it should be. So there is scope for judgment. It's not precise. And briefs to vary, purchase orders will vary, or the nature of the purchase order will vary over time. So it's not exactly a precise science.

No, I really sympathize with that. And thank you so much for walking me through it. It really, really helps conceptualize things. Just 1 little question to follow-up, not on this. But in terms of the share price, and the way that you're doing M&A with issuing to your targets and building into the company. Would you say that now, you're going to put it a little bit on pause in terms of the M&A growth, just to sort of make sure that you can get back up to what -- I think it was 200 and -- sorry, GBP 4.50. Sorry, I didn't...

Yes. I think from a deal structure perspective, our deals are 50% cash and 50% equity, and we wouldn't want to change that. I mean that structure has been designed specifically to drive speed of integration, and it's been very successful for us. So that's not a structure we'd want to change. So then, yes, when you look at the share price today, we wouldn't want to issue equity at those levels. We were in discussions and continue to be in discussions with a pipeline of potential deals. And pre the disturbed price, as Martin mentioned, I think the actual share price before we announced the delay in results and saw the dip was GBP 4.50, around GBP 4.50. The monthly average, the VWAP that we would use to calculate for deals was about GBP 4.25. And I think, to be frank, even at those levels, we felt we were undervalued, but we would have been prepared to progress deals at those values and are still in discussions to do so at those kind of values, but we certainly wouldn't be issuing equity at today's share price.

Yes. Just want to add, we're of the view, as you've heard strongly both from Scott and myself and Mary, but also from Wes and Chris and DJ, we're of the view that the organic growth rate inside the company or in the industry is around 15% to 20% at least. We're a small factor in the industry, and we think we should grow at rates faster than that. We've guided the market to 25% this year, as we did last year, and we've indicated we've exceeded that in the first couple of months of the year. So we think that the organic growth rate gives us more than sufficient. I mean, if you take our 2-year stacks of 63% and 3-year stacks of 100%, that -- certainly 3 years -- well, 3 years, it's -- in 2 years stack, it's 21x better than the average for the holding companies and 33x better than the average for the holding companies over a 3-year stack. So organic growth gives us a lot of mileage. It would be nice to add combinations to it, but we'll only do it on the right terms for us and our equity.

The next question comes from the line of Matthew Walker from Credit Suisse. .

Sorry for coming back with them. I just had a few sort of housekeeping questions, if that's okay. The first is when you say Q1 growth above budget, I guess, looking at the comps, Q1 has to be quite a lot above budget. Can you give us any more sort of -- I know you can't actually reveal the numbers because it's not Q1 yet, but can you give us a feel, like is it significantly above budget or only a smidgen above budget.

But you used the word budget, Matthew. We said it was above guidance.

Oh, the guidance, sorry. Guidance, yes, sorry.

Yes, above guidance. Yes, that's all we're prepared to say at the moment. It's above guidance. And just to remind you, last year, our quarterly break in the first quarter was 33% last year.

That's right. So you can't give any more color about scale of -- excess of guidance?

No. No, I'm under strict instructions not to do it.

It's not the hold to market, is it? It's the news to market. Yes, just a few other sort of very -- maybe slightly boring housekeeping things, but if you could give us a bit of a feel for some of the items in the P&L, Mary, like amortization, acquisition and setup costs, share-based payments, CapEx and share count, that would be helpful for '22.

Yes. So amortization, my expectation is we'll be closer to GBP 50 million versus the GBP 40 million this year. Acquisition and setup costs, I'll come back to on, Matthew, it's relatively complicated because it's related to the contingent consideration, which is tied to employment. Share-based comp will be in the 15 to 20 range. And forgive me, what was the final one?

Share count.

It was -- there were 2 actually, it was CapEx for '22 and also what the expectation is for year-end share count, assuming no more deals.

Okay. So CapEx, I would assume, I think it'd be fair to assume it would grow in line with the top line. And on share-based count, that one I will come back to you on as well.

There are no further questions in the queue. So I will hand the call back to your host for some closing remarks.

Thank you very much, operator. Big thank you to Wes. You didn't get up at the middle of the night, but Chris did. Thank you for staying up all night, Chris. You can now go to bed, I think. And then last but not least, DJ and Paris, thanks for contributing as well. And of course, thanks to Mary and Scott here in London. Thank you, everybody. Anybody got any further questions, we're all available. Thank you very much.

Thank you.

Thank you.

Thanks, everyone.