Final Results

17 September 2009 Centaur Media plc Preliminary results for the year ended 30 June 2009 Centaur Media plc ("Centaur", "the Company" or "the Group"), the specialist business publishing and information group, announces results for the year ended 30 June 2009. Highlights +-------------------------------------------------------------------+ | | 30 June | 30 | | | | 2009 | June | Movement | | | | 2008 | | |------------------------------+---------+--------+-----------------| | | £m | £m | | |------------------------------+---------+--------+-----------------| | | | | | |------------------------------+---------+--------+-----------------| | Revenue | 66.3 | 90.4 | (27%) | |------------------------------+---------+--------+-----------------| | | | | | |------------------------------+---------+--------+-----------------| | Adjusted EBITDA[1] | 7.0 | 21.5 | (67%) | |------------------------------+---------+--------+-----------------| | Adjusted EBITDA margin | 11% | 24% | | |------------------------------+---------+--------+-----------------| | | | | | |------------------------------+---------+--------+-----------------| | Adjusted profit before | 4.4 | 19.2 | (77%) | | tax[2] | | | | |------------------------------+---------+--------+-----------------| | Profit before tax | 1.7 | 14.5 | (88%) | |------------------------------+---------+--------+-----------------| | | | | | |------------------------------+---------+--------+-----------------| | Adjusted basic EPS | 2.1p | 9.2p | (77%) | | (pence)[3] | | | | |------------------------------+---------+--------+-----------------| | Basic EPS (pence) | 0.6p | 6.7p | (91%) | |------------------------------+---------+--------+-----------------| | | | | | |------------------------------+---------+--------+-----------------| | Cash conversion rate[4] | 88% | 90% | | |------------------------------+---------+--------+-----------------| | Net cash | 0.6 | 7.7 | | |------------------------------+---------+--------+-----------------| | | | | | |------------------------------+---------+--------+-----------------| | Full year dividend per share | 1.5p | 4.2p | | | (pence) | | | | |------------------------------+---------+--------+-----------------| | | | | | |------------------------------+---------+--------+-----------------| | | | | | +-------------------------------------------------------------------+ Commenting on the preliminary results, Graham Sherren, Chairman of Centaur said: "Whilst this has been a difficult year for Centaur, I write this statement with confidence that our competitive position as a business has improved during the last year and as we go forward we will prosper as the economy recovers. The forward visibility of Group revenues remains generally low, although we have seen a reduction in the rate of decline in the first two months of the new financial year and there is evidence of some stabilisation. Whilst progress may initially be slow I expect revenues to return to their previous levels as we begin to take full advantage of this recovery." Enquiries: Centaur Media plc Geoff Wilmot, CEO Tel: 020 7970 4000 Mike Lally, Group Finance Director Kreab Gavin Anderson Robert Speed Tel: 020 7074 1800 Anthony Hughes www.centaur.co.uk Notes: [1.] One of Centaur's key measures of profit, which is used to measure the relative performance of divisional units of the Group, is earnings before interest, tax, depreciation and amortisation, excluding exceptionals and other significant non-cash items including share based payments (adjusted EBITDA) as shown in the income statement. [2.] Adjusted profit before tax is profit before tax, excluding the impact of amortisation of acquired intangibles and of exceptional items. [3.] Adjusted EPS is based on the basic EPS but after making adjustments for amortisation of acquired intangibles and exceptional items. See note 4. [4.] Cash conversion rate is free cash flow expressed as a percentage of adjusted operating profit. Free cash flow is defined as cash generated from operations, less capital expenditure on property, plant and equipment and software. Adjusted operating profit is operating profit excluding amortisation of acquired intangibles and exceptional items. Chairman's Statement Whilst this has been a difficult year for Centaur, I write this statement with confidence that our competitive position as a business has improved during the last year and as we go forward we will prosper as the economy recovers. Current year financial performance Following the global economic crisis that took hold in late 2008, Group revenues fell to 73% of the level achieved in the previous financial year while PBT of £1.7m compared to £14.5m in the prior year, despite a 15% (£11.4 million) reduction in total expenditure, reflecting the severity and speed of the revenue decline during the year. Dividend An adjusted EPS for the year of 2.1p (FY2008: 9.2p) provides the context for the Board's recommendation of a final dividend of 1.0p per share, giving a full year dividend of 1.5p (FY2008: 4.2p). The Directors decided to restrict dividend payments relative to prior year to reflect the increased level of investment we have made in our online businesses, which is expected to underpin significant growth in the future Cost reduction The level of defensive cost reductions undertaken across the Group during the year to June 2009 represented a swift and decisive response to these difficult trading conditions. In implementing these cost reduction initiatives, great care was taken to ensure no damage was done to our core operating assets that would impair our prospective recovery or growth potential and continued investment was undertaken in existing and new products to maintain and strengthen market leading positions. Investment in the future Organic growth has always been at the heart of Centaur's success and our ability to maintain the rate of new product development over the last twelve months is a reflection of the prudent stewardship of the Group during the years of strong growth from 2004 to 2008. As a result we started this current financial year with £7.7 million net cash and although during the current year we made payments in respect of dividends, taxation and capital expenditure amounting to £12.1 million, through the effective management of the Group's working capital, we remained free of debt at 30 June 2009 with net cash of £0.6 million. I was therefore very pleased that this strong cash position allowed a raised level of capital investment in the business over the course of the year with a strong focus on developing our online businesses. Group fundamentals unchanged Our continued investment through the downturn has resulted in a strengthening of many fundamental aspects of the Group which now presents us with an exceptional opportunity for growth over the next 3 to 5 years. These include: * Market leading brands - we have increased the market share of our major brands across our communities over the past year. * Improved fixed cost base - on an annualised basis, Group expenditure will be reduced by around £12 million, a large proportion of which represents a reduction in the fixed cost base of the business that will contribute strongly to rapid margin improvement as revenues return. * Strong organic growth record - new product development was maintained through the downturn with a continuing strong pipeline of new product initiatives including substantial investments in our B2B online platform, workflow products at Perfect Information and a number of new event launches. * Strong balance sheet - we remain debt free at 30 June 2009 and the Group is well positioned to take advantage of future investment opportunities. * Cyclical recovery - as in previous cycles the recovery will drive strong revenue growth for the Group with a high level of marginal profitability enhanced by the investments we have made in our online businesses. * Experienced management - the strength of our management team is clearly illustrated throughout this report and remains a key success criterion in driving organic growth and identifying relevant acquisition opportunities. Current trading and outlook The forward visibility of Group revenues remains generally low, although we have seen a reduction in the rate of decline in the first two months of the new financial year and there is evidence of some stabilisation. Whilst progress may initially be slow I expect revenues to return to their previous levels as we begin to take full advantage of this recovery. Finally I would like to extend the Board's thanks to all our staff, who through a difficult year have continued to work with dedication, tenacity and enthusiasm to ensure the future success of the business. We thank them for their continued commitment and hard work and look forward to them sharing in the future success of the Group. Graham Sherren Chairman Business Review Analysis of results 2009 2009 2008 2008 £m £m £m £m By Segment Revenue Adjusted Revenue Adjusted EBITDA EBITDA Legal and Financial 17.6 1.9 28.7 9.2 Marketing and Creative 17.3 0.8 23.6 4.1 Construction and Engineering 17.3 2.4 20.5 4.7 Perfect Information 5.2 2.0 5.8 2.1 General Business Services 8.9 (0.1) 11.8 1.4 Total 66.3 7.0 90.4 21.5 By Source Recruitment advertising 8.1 - 15.6 - Other advertising 24.9 - 34.6 - Circulation revenue 5.2 - 6.1 - Online subscriptions 6.9 - 7.0 - Events 20.1 - 25.8 - Other 1.1 - 1.3 - Total 66.3 - 90.4 - By Client type Audiences 16.0 - 19.6 - Marketers 50.3 - 70.8 - Total 66.3 - 90.4 - By Product type Print 30.2 0.6 46.6 10.7 Events 20.1 2.8 25.8 6.7 Online products 15.5 3.6 17.6 4.1 Other 0.5 - 0.4 - Total 66.3 7.0 90.4 21.5 Underlying Underlying 65.3 7.1 89.7 21.4 Acquisitions[1] 1.0 (0.1) 0.7 0.1 Total 66.3 7.0 90.4 21.5 By Maturity New [2] 6.5 (0.4) 9.8 0.2 Existing and acquired 59.8 7.4 80.6 21.3 Total 66.3 7.0 90.4 21.5 Notes [1.] Acquisitions are defined as those made within the current or preceding financial year [2.] New products are defined as any product launched in the current or two preceding financial years Trading Review The tightening of trading conditions reported a year ago turned rapidly into a severe economic downturn resulting in extremely weak trading conditions during the financial year to 30 June 2009 across all our markets. In total the Group reported a 27% reduction in revenues to £66.3 million (FY2008: £90.4 million) with a progressive deterioration in the rate of decline experienced during the second half of the financial year when revenues were 32% below last year (FY2009 H1: 19% decline). In total, advertising sales were 34% below last year led by a reduction in magazine advertising including print recruitment advertising where revenues were less than half the level of a year ago. Online advertising sales proved to be slightly more resilient and excluding web recruitment were only 7% below last year. Within Events, although total revenues decreased by 22% for the financial year, the reduction in trade exhibition sales was limited to 7% partly due to new product launches with five new exhibition launches during the year. Excluding new product launches revenue from trade exhibitions decreased by 11% across the financial year. Despite the progressive rate of revenue decline reported above prompt and decisive action was taken during the financial year to reduce costs in response to the extreme market weakness experienced during the period. As reported at the time of our interim results announcement in February 2009 the extensive cost reduction programme implemented during the year was balanced against a need to preserve the strength of our major brands and to maintain new product development capability to support future growth. While a key focus of these cost reduction initiatives was the need to adjust the immediate cost base of the business to reflect lower trading volumes, the programme also included a degree of brand rationalisation including the discontinuation of a number of under-performing print products and the consolidation of smaller peripheral products within major brands. In addition a number of organisational changes were undertaken to position the Group for future growth and in particular the implementation of integrated editorial and commercial print and web operations in a number of areas of the business reflects Centaur's online strategy. An exceptional cost of £1.7 million was reported for the year to 30 June 2009 reflecting the cost of these initiatives. The details of this exceptional cost are reported in note 2 to the financial statements. In total, cost savings in the current financial year amounted to £9.6 million (on an adjusted EBITDA basis as defined in the Financial Review) with approximately half the total saving accruing as a result of reduced staff numbers. Although the average monthly numbers of persons employed during the year (note 3 to the financial statements) has reduced by 12% the timing of these cost saving initiatives was weighted into the second half of the financial year and the absolute reduction in staff number across the Group at 30 June 2009 was 139 representing an 18% reduction. As a result the actions already completed to reduce staff numbers, further cost savings of around £2 million will be achieved in the new financial year to 30 June 2010. Despite the difficult trading conditions the Group continued a programme of new product development during the year to 30 June 2009. These initiatives are described in more detail below and in total around 10% of group revenues derived from products launched in the last three years (FY2008: 11%). The Group held net cash balances of £0.6 million at 30 June 2009 (FY2008: £7.7 million) although free cash flow was reduced by a raised level of capital expenditure for the year totalling £4.9 million (FY2008: £3.1 million) and reflecting continued investment in web platform and property refurbishment. As a result the conversion ratio of adjusted operating profit into free cash flow was 88% compared to 90% last year. In view of the ongoing market weakness, the Board has declared a reduced final dividend of 1.0p per share (FY2008: 3.0p) in line with its policy of seeking to maintain an appropriate level of earnings cover. The final dividend will be paid on 12 January 2010 to shareholders on the share register at 30 October 2009. Legal & Financial Legal & Financial reported a 39% reduction in revenues to £17.6 million for the year (FY2008: £28.7 million). This level of reduction, which represents almost half of the year on year decrease for Group, reflects the pronounced effect of changes in global financial markets over the last twelve months on the professional communities served by products in this division. Adjusted EBITDA also reduced to £1.9 million (FY2008: £9.2 million) which represented a margin of 11% compared to 32% a year ago although the level of margin attrition was partly mitigated by a 19% reduction in divisional costs. Legal sector revenues, which account for 39% (FY2008: 37%) of the total division, decreased by 34% for the full year, mainly reflecting reduced recruitment activity as declining volumes of M&A activity affected the principal London law firms. In total, legal sector recruitment advertising through both The Lawyer magazine and thelawyer.com accounted for around a third of the Group's recruitment advertising revenue in the year and across both products reported a 54% decrease against last year. Event revenues in this sector proved more resilient with legal conference revenues increasing by 28% following the launch of a number of successful "hot topic" CPD accredited events. A part of the revenue reduction in this division relates to products targeting intermediaries specialising in mortgages or secured lending. Product advertising in this sector began to reduce in the last financial year as soon as the availability of credit in the primary markets started to contract in the autumn of 2007. However the severity of the decline was much more pronounced during the year to 30 June 2009 and as a result this portfolio saw revenues reduce by 78% during the year to 30 June 2009. Dependency on this sector has diminished greatly and in total represented only 5% of divisional revenues in the current financial year (FY2008: 14%). The product range remains broadly unchanged, led by Mortgage Strategy magazine which is the only remaining weekly title in this market. As a result Centaur remains well positioned to provide access to essential distribution channels for the remaining product providers in this sector with our continuing product range expected to increase in importance as the market slowly recovers. Within the broader financial product range total revenues decreased in the year by around 30% and in particular, product advertising volumes in the two principal magazine titles - Money Marketing & Fund Strategy reduced by 28%. Event revenues proved more resilient and activity in the year included the launch of the Investment Summit Dubai, bringing together the UK's most influential fund managers, fund selectors and distributors. In addition new revenues were derived from events for specialist financial intermediaries targeting retirement planning and the corporate market with the Corporate Adviser Summit, held in October 2008, reporting revenue around 40% above the previous year. Marketing & Creative In total Marketing & Creative revenues decreased by 27% to £17.3 million (FY2008: £23.6 million) with print recruitment advertising representing around 40% of this reduction. Adjusted EBITDA also reduced to £0.8 million (FY2008: £4.1 million) which represented a margin of 5% compared to 17% a year ago. In total around 40% (FY2008: 27%) of divisional recruitment revenues were achieved online principally through marketingweek.co.uk and designweek.co.uk. In general these online revenues were more resilient than their print counterparts with some growth reported in the first half of the financial year and an overall reduction of 8% for the full year compared to a decline of 33% for print products. While the direct cost savings associated with falling print recruitment advertising volumes are comparatively low, the completion of the restructuring initiatives, which commenced in the last financial year, led to a 15% reduction in divisional costs for the year and this mitigated around half of the total revenue reduction. It was recognised in previous annual reports that the adjusted EBITDA margin was comparatively low in this division in the context of the overall margin achieved by the Group. A number of initiatives have now been completed that will contribute to margin improvement as revenues return to this sector. A much greater degree of integration between different strands of marketing activity is an increasingly regular feature of UK corporate marketing departments and this requires a much broader range of skills to be deployed by the marketing professionals within those departments. This requirement underpins many of the changes that have been introduced during the year including the repositioning of brands and changes to both editorial and commercial teams. These changes combine areas of specialisation to provide a more responsive publishing proposition with a much broader focus on the key information requirements of our target audience. The re-launch of Marketing Week lies at the heart of these changes and the magazine, which represents the hub of the marketing community, has been successfully repositioned as a broad based high quality editorial product for marketing professionals. A number of smaller brands which covered niche areas within the sector have been discontinued as separate publications with a migration of targeted editorial content to Marketing Week which continues to provide a very effective and relevant route to market for advertisers within those niche areas. This principle was further extended by the launch of Marketing Week Live in June 2009. The show is the largest single event of its kind and unites a number of separate strands of marketing discipline under the Marketing Week brand. The four component parts to the show included three existing products - The Instore Show, The Online Marketing show and Insight (aimed at research professionals) and a newly launched Data management exhibition which specifically drew direct marketing professionals to the Event. In total event revenues were 24% below the previous year, partly reflecting some discontinuation of events as a result of the repositioning of brands referred to above and also a change in strategy in relation to Marketing Conferences with a focus on a reduced number of events with higher margin potential in this financial year. Construction & Engineering Revenues in this division reduced by 16% to £17.3 million (FY2008: £20.5 million), while adjusted EBITDA at £2.4 million (FY2008: £4.7 million) represents a margin deterioration to 14% (FY2008: 23%). Within Construction those magazines aimed at the general home interest market (Period Living, Real Homes and Move or Improve?) experienced continued softness in both advertising and circulation sales during the year. The impetus to the sector provided during times of high levels of activity in the housing market is currently diminished and directly affected these magazines during the financial year. However the prospects for these titles remain strong and this underpinned the acquisition of Real Homes magazine from Hachette Filipacchi (UK) Limited in December 2008. The title has been refocused as a mainstream home improvement magazine, now incorporating Move or Improve? magazine which is no longer published as a separate title and has added a rich seam of quality to the portfolio which has been well received by both advertisers and readers in its first few issues under Centaur ownership. The level of Self Build projects to some extent also follows the pattern of activity in the broader construction sector and is affected by any contraction in available specialist project finance. Generally however these factors were partly offset by an increase in the availability of building plots and by a general reduction in input prices as the supply of building goods and services outstripped demand. While in total, revenue from the Homebuilding shows decreased by 8% compared to the last financial year these factors provided some buoyancy to the portfolio which included the launch of two new regional shows during the year. The Engineering portfolio which accounts for around third of the total revenues in this division reported revenues 21% down against the previous year principally due to reduced recruitment advertising in both The Engineer magazine and through theengineer.co.uk. The online products in this division are the subject of ongoing new product development during the coming year including the development of a new standardised recruitment platform for The Engineer to be launched in November 2009 and the further roll out of the sales lead generation application through the Pro-Talk model. Perfect Information A revenue reduction for the year of 10% related principally to the closure of Perfect Analysis in October 2007. However cost savings arising partly from this discontinuation almost completely mitigated the loss of revenue and adjusted EBITDA for the year was broadly maintained at £2.0 million (FY2008: £2.1 million) representing a two point margin improvement to 38%. PI has adapted quickly and effectively to the changing circumstances of the core customer base (principally law firms and investment banks) over the last 12 months. Although document usage has historically depended on corporate transactions, core revenues have sustained very well and with some few notable exceptions (Lehman Brothers and Bear Stearns) renewal rates have remained above 90%. The strength of PI derives from its breadth of coverage in terms of both number of documents, depth of indexing, areas of document specialisation and international scope. The database lies at the heart of the business and has been leveraged through a programme of creative and well targeted new product developments including the launch during this financial year of PI Navigator which delivers significantly enhanced desk top delivery of personalised data sets to precisely match professional users' document requirements. General Business Services This segment comprises products serving a number of distinct business communities. The main verticals in this segment are Human Resources (HR), the Recruitment sector, Supply Chain and Logistics and Business Travel and the newly launched EnAble Show (described in more detail below). In total, General Business Services revenues decreased by 25% with the reduction split evenly between magazines and events within this division. Online revenues were flat year on year, although at 8% of total divisional revenues (FY2008: 6%) are a comparatively small part of the division. In total an adjusted EBITDA loss of £0.1 million was reported for the year (FY2008: profit £1.4 million) and while costs across all the businesses reported in this division have reduced by 13%, the movement into a small loss for the year reflects the very difficult trading conditions experienced in the both the Recruitment and Logistics /Supply chain verticals during the year and some new product development including the launch of the EnAble Show in November 2008. This show represents an entry into a new high value vertical for the Group connects a broad range of people with disabilities, who are aiming for an independent and active lifestyle, with the vast array of suppliers of product and services that will facilitate that aim. The initial show was launched with good exhibitor support and a respectable visitor profile that promises well for repeat events. The traditional advertisers in the Recruiter magazine are recruitment consultancies and the suppliers of goods and services to them, with the consultancies traditionally operating in a low margin and crowded market. With recruitment volumes falling as a result of rising unemployment combined with recruitment freezes across a number of sectors the industry has contracted sharply in the last 12 months and as a result the Recruiter magazine and website have experienced a significant reduction in both recruitment and display advertising support during this financial year. A re-launch of the Recruiter magazine planned for the first quarter of the new financial year will re-focus both content and circulation towards in-house recruiters whose scope and number has increased recently as companies seek to find more cost effective and efficient means of recruiting and retaining staff. The principal products in the Logistics sector - Logistics Manager and website - experienced a contraction in display advertising support following a continued slump in the commercial property market which represents a key strand of marketing support for these products. Trading conditions in the Business Travel sector were very challenging across all three shows (London, Dusseldorf and Dubai) and collectively revenues were 18% down against the previous year. However although the main London show, held in February 2009, was a third smaller than a year ago, a small yield improvement and visitor numbers held at 90% of the previous years level, indicated the importance of the show to key travel buyers and confirmed Centaur's strong position in this market. This was further strengthened by the launch of the Business Travel awards which ran concurrently with the London show and proved a valuable addition to the brand especially as a way to attract senior visitors to the main show. In terms of financial product advertising, the corporate market comprising the key Compensation and Benefit managers that make up the circulation of Employee Benefits magazine was relatively buoyant partly reflecting a focus by companies on cost effective benefit and protection schemes even in the face of falling employee numbers. Although advertising revenues still reduced year on year - Employee Benefits reported a 9% reduction in display volume across the year - this performance was materially better than the broader financial product advertising reported elsewhere in the Group. Financial Review Summary of Group results As reported in the Business Review, the Group experienced very challenging trading conditions during the year to 30 June 2009. A 27% reduction in revenues for the year reflected the effect of a slowing UK economy on both recruitment activity and discretionary advertising expenditure by customers in most of our served markets. This exposure to the economy and dependency on advertising was included among the principal risks and uncertainties facing the Group reported in previous annual reports. A rapid and substantial reduction in Group expenditure partly mitigated the effect of the revenue reduction, although profit before taxation reduced to £1.7 million for the financial year (FY2008: £14.5 million). Full details of cost reductions achieved during the year are detailed below. The strength of the Group's balance sheet, bolstered by the agreement of a new banking facility with Royal Bank of Scotland, continued to represent a very positive feature of the Group and this allowed further new product development activity and increased capital investment in both premises and online products during the year. Full details of cash generation and capital investment are also provided below. Trading updates The financial performance of the Group was monitored by the Board each month during the financial year and although the Group's principal revenue sources traditionally carry very low forward visibility, the profile of results, described above, was the subject of regular trading updates or interim management statements ("IMS") made during the year as follows: 14 November 2008 (IMS), 9 January 2009 (pre-close trading update) 20 February 2009 (trading update) 27 February 2009 (Interim results announcement) 14 May 2009 (IMS) Revenue Total Group revenues for the year ended 30 June 2009 amounted to £66.3 million, a reduction of 27% (£24.1 million) compared to last year. This reduction was led by a decrease in Group advertising revenues of 34% which divided into a 48% reduction in recruitment advertising and a 28% reduction in all other advertising. Included within non-recruitment advertising was a comparatively resilient online element where the year on year decrease was limited to a 7% reduction. In total, at £33 million, advertising sales represented 50% of Group revenues for the year (FY2008: 56%). In total 23% of the Group's revenues were derived from online products (FY2008: 19%) and while this increase in online concentration partly reflects that reduction in print revenues during the year it also reflects a greater degree of stability in online revenues, a characteristic which underpins much of Centaur's future growth strategy. Total event revenues for the year decreased by 22% to £20.1 million and represented 30% of Group revenues (FY2008: 29%). While revenue from acquisitions made in the current or preceding financial year represented less than 2% of the Group's revenue, organic product launches in the last three financial years amounted to 10% of Group revenues for the year to 30 June 2009. Profit before taxation Profit before taxation decreased by 88% to £1.7 million (FY2008: £14.5 million). After adjusting for exceptional costs and amortisation of acquired intangible assets, adjusted profit before tax decreased by 77% to £4.4 million (FY2008: £19.2 million). The exceptional costs incurred in the year amounted to £1.7 million and these are described in more detail below and in note 2 to the financial statements. To ensure the underlying performance of the Group is presented in the income statement the Board considers the Group's earnings before interest, tax, depreciation, amortisation, exceptional costs and other significant non-cash items including share based payments ("adjusted EBITDA") to be an important and consistent measure of profitability and in addition the adjusted EBITDA margin is one of the key performance indicators used by the Board to monitor and manage the business. Adjusted EBITDA for the year ended 30 June 2009 was £7.0 million compared to £21.5 million in the year ended 30 June 2008. This represents an adjusted EBITDA margin of 11% (FY2008: 24%). An analysis of revenue and adjusted EBITDA from continuing operations by segment, product type, underlying/acquired and maturity as well as an analysis of revenue by source and client type is included in the Business Review and the different measures of profit described above are summarised in the following table: Continuing operations 2009 2008 £m £m Revenue 66.3 90.4 Adjusted EBITDA 7.0 21.5 Depreciation of property, plant and equipment (0.8) (0.8) Amortisation of software (1.5) (1.5) Share based payments (0.4) (0.2) Interest receivable 0.1 0.2 Adjusted PBT 4.4 19.2 Amortisation of acquired intangibles (1.0) (1.1) Exceptional costs (1.7) (3.6) Profit before taxation 1.7 14.5 Group costs In line with the definition of adjusted EBITDA above, total Group costs are reported before interest, tax, depreciation, amortisation, exceptional costs and other significant non-cash items including share based payments. Total Group costs for the financial year amounted to £59.3 million, a reduction of £9.6 million compared to the previous year. These savings were led by a reduction in employee numbers with the average monthly number of persons employed during the year reducing by 12% to 695. (FY2008: 786) as reported in note 3. In total around £6 million of these savings relate to this headcount reduction, of which around £4 million represents a reduction in direct payroll costs during the current year with the balance relating to temporary staff expenses and other associated costs of employment such as staff expenses and recruitment. Although average employee numbers for the year has fallen by 12% the actual headcount across the Group at 30 June 2009 amounted to 634 (FY2008: 773), a reduction of 139 employees (18%) compared to 30 June 2008 which reflects the second half weighting of many of the initiatives that have led to this reduction. As a result there will be further salary savings of around £2 million in the new financial year. Other cost reductions were also achieved through direct initiatives to improve the efficiency of both publishing and event product portfolios. This included a rationalisation of weaker or underperforming products during the year and a number of adjustments to reduce the direct costs of production and distribution in light of lower advertising volumes, including format changes and adjustments to circulation and print volumes. In total costs of printing, paper and distribution across all magazine titles reduced by approximately £2.5 million (23%) for the full year. Events costs were also reduced in line with deceased space sales at exhibitions and reduced attendance at conferences and awards and in total venue costs fell by £1.1 million (14%) for the financial year. Exceptional cost Within administrative expenses for the year ended 30 June 2009 and in accordance with the statement of accounting policies in relation to exceptional costs, an amount of £1.7 million (FY2008: £3.6 million) has been identified as exceptional for the purpose of calculating both adjusted EBITDA and adjusted profit before tax. The full £1.7 million of exceptional expenditure was represented by a cash outflow during the year to 30 June 2009, together with £1.0m which was provided for in FY2008 and settled in the current financial year (see free cash flow reconciliation). In total around £1.5 million of this expenditure relates to the re-organisation of publishing operations that had commenced during the previous financial year. Of this amount £1.0 million (FY2008: £1.3 million) are redundancy costs associated with the reduction in staff numbers detailed above while £0.5 million relates to post closure costs relating to magazine titles that were discontinued during the year. A further £0.2 million exceptional cost is reported in relation to empty office space arising from the restructuring of the business during the year (£0.1m) and the discontinuation of Perfect Analysis in the previous financial year (£0.1m). Adjusted EBITDA margin The adjusted EBITDA margin is one of a range of performance indicators used by the Board to monitor progress towards the achievement of the strategic objectives of the Group. In the current year an adjusted EBITDA margin of 11% is reported (FY2008: 24%) and while this represents a significant deterioration, the severity of the decline reflects the very high operational gearing in a number of the Group's business models, particularly print advertising sales, combined with the highly cyclical nature of revenues from this source. Sustainable margin improvement therefore will be attained through a return to revenue growth and a focus on scale and rebalancing of the Group's revenues to reduce its dependence on display and recruitment advertising revenues which represented 50% of total Group revenue in the year to 30 June 2009. (FY2008 56%) These initiatives underpin much of the new product development and capital investment undertaken by the Group in this financial year and while it is expected that advertising revenues, particularly recruitment sales will grow strongly as our markets recover, the continued development of our online proposition will allow expansion into areas of more sustainable revenue growth including workflow related data and information sales and subscription based sales lead generation models. The cost saving initiatives completed to date have provided significant margin protection during this financial year and have partly resulted in a permanent reduction in the Group's cost base through organisational efficiencies and the discontinuation of underperforming or loss making products. It is estimated that this reduction in the fixed cost base of the business would add 3% to 4% points to the adjusted EBITDA margin on the basis of a return to the level of revenue and adjusted EBITDA reported for the year to 30 June 2008. Revenue per employee Although Group revenues reduced by 27% in the year to 30 June 2009, revenue per employee of £95,000 (FY2008: £115,000) represented only a 17% reduction against the previous financial year. This partial mitigation of the Group revenue reduction reflected the 12% decrease in average employee numbers for the year to 30 June 2009 compared to the previous year. Based on actual employee numbers at 30 June 2009 of 634 (FY2008: 773) the revenue per employee for the year is £105,000 (FY2008 £117,000). Free cash flow and capital expenditure Free cash flow ("FCF") is defined as cash generated from operations less capital expenditure required to maintain and develop the asset base of the Group, (property, plant and equipment and computer software) and after adjusting for any exceptional cash items. The strength of FCF generation, representing the cash available for the stakeholders of the Group, has been a strong feature of the Group's financial performance in recent years (see five year FCF summary), although this year's performance was affected by the reduced level of revenue and profit reported for the year. In total cash generated from operations (before cash expenditure in respect of exceptional items) amounted to £8.7 million, with working capital reducing from net working capital liabilities of £2.0 million at 30 June 2008 (including accrued exceptional costs of £1.0m) to £2.8 million at 30 June 2009. The achievement of this working capital reduction represented a strong performance for the Group in the context of the difficult trading conditions experienced during the year. However the cash conversion ratio (FCF to adjusted operating profit) was reduced to 88% for the year (FY2008: 90%) and was constrained by an increased level of capital investment. 2009 2008 2007 2006 2005 Actual Actual Actual Actual Actual £m £m £m £m £m Cash generated from operations 6.0 19.0 18.2 14.4 9.6 Exceptional items - cash impact 2.7 1.2 - - 0.5 Capital expenditure (4.9) (3.1) (2.6) (3.0) (2.5) Free cash flow 3.8 17.1 15.6 11.4 7.6 Operating profit 1.6 14.3 15.9 14.7 8.9 Amortisation of acquired 1.0 1.1 0.7 0.3 - intangibles Exceptional costs/(credit) 1.7 3.6 - (2.2) 0.6 Adjusted operating profit 4.3 19.0 16.6 12.8 9.4 Cash conversion rate 88% 90% 94% 89% 81% In total capital expenditure amounted to £4.9 million (FY2008: £3.1 million) which reflected a continuation of the significant investment in online businesses and property refurbishment that commenced in the previous financial year. In total £2.5 million (FY2008: £2.4 million) was expended on the purchase of software in relation to online product developments. These initiatives include the development of a standardised web recruitment platform, an integrated magazine and web content management system and an enhanced customer database that have collectively positioned the Group very effectively to take advantage of online sales opportunities as revenues derived from our core markets recover. A further £2.4 million (FY2008: £0.7 million) was expended during the year on property, plant and equipment, of which £1.6 million was in respect of leasehold improvements relating to the major refurbishment of office accommodation in the Group's two main London properties. The balance of £0.7 million includes replacement and replenishment expenditure in relation to existing computer equipment and fixtures and fittings in use across the Group. Although the implementation of the online development described above is ongoing, it is anticipated that total capital expenditure will reduce substantially in the new financial year as the remaining online initiatives are completed. Banking facilities The agreement of a new banking facility with The Royal Bank of Scotland plc ("RBS") was completed during the financial year following a review of the Group's expected working capital requirements over the next three years. Although the Group had an existing ongoing facility of up to £4 million with RBS, this was arranged on a one year rolling basis and was due to expire in September 2009. The new terms, which provide a revolving credit facility of up to £5 million maturing in May 2012, are considered to provide adequate headroom for the Group's working capital requirements over this period. The financial covenants governing this facility include gross leverage and interest cover ratios to be assessed on a twelve month rolling basis at each quarter end, commencing on 30 June 2009. At that date the Group reported net cash of £0.6 million (FY2008: £7.7 million) with no requirement to draw on the facility and all covenants were fully satisfied. Share capital reduction The Board holds a mandate to purchase up to 10% of the Company's issued share capital in each twelve month period. During this financial year the Company acquired 1,776,467 (FY2008: 7,550,000) of its own shares through open market purchases. The total amount paid to acquire the shares was £0.9 million (FY2008 £7.9 million) and this has been deducted from shareholders' equity. The shares are held as treasury shares. While this mandate remains available to the Board and continues to represent an efficient mechanism through which excess cash may be returned to shareholders, the focus of cash management over the next twelve months will be to minimise cash borrowings through continued effective working capital management and to maintain flexibility over dividend policy. Earnings per Share ("EPS") Basic EPS for the year was 0.6p compared to 6.7p in the previous financial year. An alternative adjusted EPS, consistent with the calculation of adjusted PBT described above, is reported for the same reason that the Board considers this to represent a more accurate reflection of the underlying performance of the Group. On an adjusted basis EPS was 2.1p compared to 9.2p a year ago. Full details of the EPS calculations are presented in note 4. Taxation Tax on profit on ordinary activities amounted to £0.8 million in the year ended 30 June 2009 (FY2008: £5.0 million). Taking into account the tax effect of adjustments to arrive at adjusted PBT, this represents an effective tax rate of 34% (FY2008: 31%) of adjusted PBT. The year on year increase in this effective tax rate, which exceeds the standard rate of UK corporation tax rate (28%), partly reflects a further reduction in the value of the deferred tax asset in respect of outstanding share options. The value of this asset is based on the expected deduction that will arise under Schedule 23 Finance Act 2003 when options are exercised and is calculated partly by reference to current share price. At 30 June 2009 the market price was 39.0p compared to 65.8p a year ago and the carrying value of the deferred tax asset was adjusted accordingly. In addition, while expenditure for the year considered to be disallowable for taxation purposes is unchanged at £0.2 million, this creates a proportionately higher impact on the effective tax rate as a result of a 77% reduction in adjusted PBT for the year to £4.4 million (FY2008: £19.2 million). Dividends A final dividend of 1.0p per share is proposed, giving a total for the year of 1.5p (FY2008: 4.2p). The final dividend is subject to shareholder approval at the annual general meeting and will be paid on 12 January 2010 to all ordinary shareholders on the register at close of business on 11 December 2009. The Company has sufficient reserves to cover the recommended dividend. Treasury policy Treasury is managed centrally and is principally concerned with minimising bank borrowings through the efficient management of working capital and seeking to maximise returns on available short term cash deposits. Further details of the operation of the Group's treasury functions and a description of the role that financial instruments have had during the year in the management of the Group's funding and liquidity risks and interest and foreign exchange rate risks are contained in the "financial instruments" notes to the full financial statements. Principal risks and uncertainties Specific business risks to which the Group is exposed are detailed below and the Board has implemented a comprehensive risk management process to identify, monitor and mitigate these risks. Exposure to the economy Centaur's products and markets are predominantly UK based and as a result the Group's performance is broadly linked to the strength of the UK economy and general economic factors such as inflation, currency fluctuation, interest rates, supply and demand of capital and industrial disruption therefore have the potential to affect the Group's operations, business and profitability. While these macro economic factors are beyond the control of the Group, specific exposure to interest rate and currency risk is minimal and in addition the range of markets served by Centaur's products together with the continuing strategy of extending the reach of established brands through the delivery of new products in a diverse range of media formats provides some ability to spread this exposure. Dependence on advertising In total advertising revenues represented 50% of Group revenue in the year ended 30 June 2009 (FY2008: 56%) and changes in advertising trends, particularly away from traditional magazine formats could have an impact on the Group's profitability. However the diversity of served markets and strength of brands, which in most cases includes a number of market leading positions together with continued brand diversification into alternative media formats all serve to limit this exposure. In addition, as described above, the continued investment in online products provides further opportunities to build more sustainable and less cyclical revenue streams that will help to reduce the concentration of more traditional forms of advertising within overall Group revenues. Growth strategy The Group seeks to launch or acquire new titles, conferences, exhibitions and other brand extensions. It is essential that the Group successfully develops and markets these products and integrates acquired businesses. The proven record of organic growth over the past several years, and the successful integration of several businesses acquired over the same time period clearly demonstrate the Group's ability to deliver this strategy. Competitor activity A number of products exist that compete directly or indirectly with those of the Groups resulting in a highly competitive market. Domestic and international competitors market their products to the Group's target audiences. New technology, changing commercial circumstances and new entrants to the markets in which the Group operates, may adversely affect the Group's business. A key element of the Group's strategy is to develop and maintain a deep understanding of the information needs of the markets it serves and by maintaining the highest standards of editorial integrity it aims to ensure that the provision of information remains commercially aligned with and relevant to the markets it serves. Through these means the Group can continually adapt and develop existing products thus protecting market leading positions and thereby limiting the opportunities for competitors to secure an advantage. Dependence on key personnel The Group's future success is substantially dependent on the continued services and continuing contributions of its Directors, senior management and other key personnel. The loss of the services of any of the Group's executive officers or other key employees could have a material adverse effect on the Group's business. The entrepreneurial culture of the Group and the incentive programmes in place enable the Group to attract and retain the key management team. Reliance on information systems Certain divisions of the Group are dependent on the efficient and uninterrupted operation of their IT and computer systems and of services from third-party providers. The Group has taken precautions to limit its exposure to the risk of material disruption to systems. Financial Review (continued) Key performance indicators (KPIs) The key strategic objectives of the Group are summarised below: * To achieve critical mass in high value growth markets * To maintain long term double digit revenue growth * To balance portfolio revenues across print, online and events * To expand audience share of revenues * To increase adjusted EBITDA margins to 25% The Board uses a range of performance indicators to monitor progress against these objectives and manage the business. The indicators which the Board considers to be important are as follows: * Revenue growth by revenue type * Share of revenues from audiences * Adjusted EBITDA margin * Revenue per employee * Adjusted PBT * Adjusted EPS * Cash conversion rate. In addition to monitoring progress against stated strategic objectives this range of measures provides the Group's stakeholders an opportunity to assess progress made within each reporting period towards a number of commercial and financial objectives and in addition, by adopting measures that are commonly reported by other members of Centaur's peer group, to facilitate a comparison of performance against other similar companies in the sector. Other specific aims of the adopted performance measures are as follows: * To indicate the spread and breadth of Centaur's operating business models and their relative importance in each reporting period * To remove the impact of non-recurring exceptional credits or expenditure (and any related tax effect of those exceptional items) thus ensuring the indicators are closely aligned with the underlying, continuing aspects of the Group's trading performance * To indicate the strong cash generative nature of the Group * To remove the impact of non-cash credits or expenditure from the measures of earnings to ensure the indicators are closely aligned to the cash generative nature of the Group's assets * To indicate the strong operational gearing associated with the Group's revenue growth. Financial Review (continued) Key performance indicators (KPIs) (continued) 2009 2008 Revenue (decline)/growth by revenue type % % Print (35%) (2%) Events (22%) 0% Online products (12%) 11% Other 25% (56%) Total (27%) 0% Revenue share by client type % % Audiences 24% 22% Marketers 76% 78% Total 100% 100% % % Adjusted EBITDA margin[1] 11% 24% £000 £000 Revenue per employee - continuing operations 95 115 £m £m Adjusted PBT[2] 4.4 19.2 Pence Pence Adjusted EPS[3] 2.1 9.2 % % Cash conversion rate[4] 88% 90% Notes: [1]. One of Centaur's key measures of profit, which is used to measure the relative performance of divisional units of the Group, is earnings before interest, tax, depreciation and amortisation, excluding exceptional items and other significant non-cash items including share based payments (Adjusted EBITDA). [2.] Adjusted PBT (PBTA) is profit before tax, excluding the impact of amortisation of acquired intangibles and of exceptional items. [3.] Adjusted EPS is based on the basic EPS but after making adjustments for amortisation on acquired intangibles and exceptional items as detailed in note 4. [4.] Cash conversion rate is free cash flow expressed as a percentage of adjusted operating profit. Free cash flow is defined as cash generated from operations, less capital expenditure on property, plant and equipment and software, and excluding the cash impact of exceptional items. Adjusted operating profit is operating profit after making adjustments for amortisation on acquired intangibles and exceptional items. Consolidated Income Statement for the year ended 30 June 2009 2009 2008 Note £m £m Continuing operations Revenue 1 66.3 90.4 Cost of sales (37.4) (44.8) Gross profit 28.9 45.6 Distribution costs (3.6) (4.5) Administrative expenses (23.7) (26.8) Adjusted EBITDA 1 7.0 21.5 Depreciation of property, plant and equipment (0.8) (0.8) Amortisation of software (1.5) (1.5) Amortisation of acquired intangibles (1.0) (1.1) Share based payments (0.4) (0.2) Exceptional cost 2 (1.7) (3.6) Operating profit from continuing operations 1.6 14.3 Interest receivable 0.1 0.2 Profit from continuing operations before taxation 1.7 14.5 Taxation (0.8) (5.0) Profit for the year from continuing operations 0.9 9.5 Discontinued operations Profit for the year from discontinued operations - 0.2 Profit for the year attributable to equity 0.9 9.7 shareholders Earnings per share from total operations 4 Basic 0.6p 6.7p Fully diluted 0.6p 6.7p Earnings per share from continuing operations 4 Basic 0.6p 6.6p Fully diluted 0.6p 6.6p Consolidated Balance Sheet at 30 June 2009 2009 2008 Note £m £m Non-current assets Goodwill 5 140.3 140.3 Other intangible assets 16.1 15.9 Property, plant and equipment 3.6 2.0 Deferred tax assets 0.3 0.7 160.3 158.9 Current assets Inventories 1.0 1.2 Trade and other receivables 11.0 16.5 Cash and cash equivalents 0.7 7.8 12.7 25.5 Current liabilities Financial liabilities - borrowings 0.1 0.1 Trade and other payables 8.3 11.0 Deferred income 6.5 8.7 Current tax liabilities - 2.0 14.9 21.8 Net current (liabilities) / assets (2.2) 3.7 Non-current liabilities Deferred tax liabilities 1.1 1.1 1.1 1.1 Net assets 157.0 161.5 Capital and reserves Share capital 15.0 15.0 Treasury shares (9.8) (8.9) Share premium 0.7 0.7 Other reserves 3.5 3.1 Retained earnings 147.6 151.6 Total shareholders' equity 157.0 161.5 The financial statements were approved by the Board of Directors on 16 September 2009 and were signed on its behalf by: MJ Lally Group Finance Director Consolidated Cash Flow Statement for the year ended 30 June 2009 2009 2008 Note £m £m Cash flows from operating activities Cash generated from operations 6.0 19.0 Tax paid (2.3) (4.6) Cash flows from operating activities 3.7 14.4 Cash flows from investing activities Interest received 0.1 0.1 Acquisition of subsidiaries (net of cash acquired) - (0.1) Proceeds from the disposal of businesses 0.1 0.2 Proceeds from the disposal of subsidiary - 0.4 Purchase of property, plant and equipment (2.4) (0.7) Purchase of software (2.5) (2.4) Purchase of other intangible assets (0.2) - Cash flows from investing activities (4.9) (2.5) Cash flows from financing activities Net proceeds from issue of ordinary share capital - 0.1 Treasury shares purchased (0.9) (7.9) Repayment of loan notes - (1.0) Interest paid (0.1) - Dividends paid (4.9) (5.4) Cash flows from financing activities (5.9) (14.2) Net decrease in cash and cash equivalents (7.1) (2.3) Cash and cash equivalents at 1 July 2008 7.8 10.1 Cash and cash equivalents 30 June 2009 0.7 7.8 Statement of Accounting Policies The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis of preparation The consolidated and Company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and International Financial Reporting Interpretations Committee (IFRIC) applicable at 30 June 2009 and with those parts of the Companies Act, 2006 applicable to companies reporting under IFRS. The financial statements have been prepared on the historical cost basis. These financial statements are presented in pounds sterling (GBP) as that is the currency of the primary economic environment in which the Group operates. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, events or actions, the actual results may ultimately differ from those estimates. The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its own income statement in these financial statements. The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial year ending 30 June 2009. * IFRIC 12, 'Service concession arrangements', effective for annual periods beginning on or after 1 January 2008. This interpretation is not relevant for the Group. * IFRIC 13, 'Customer loyalty programmes' (effective from 1 July 2008). This interpretation is not relevant for the Group. * IFRIC 14, 'IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction' (effective from 1 January 2008). This interpretation is not relevant for the Group. * Amendment to IAS 39, 'Financial instruments: Recognition and measurement', and IFRS 7, 'Financial instruments: Disclosures', on the 'Reclassification of financial assets' (November version) (effective 1 July 2008). The adoption of these amendments has no material impact on the financial statements of the Group. The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year ending 30 June 2009 and have not been early adopted: * Amendment to IFRS 2, 'Share based payments' on 'Vesting conditions and cancellations' (effective 1 January 2009) * IFRS 8, 'Operating segments', effective for annual periods beginning on or after 1 January 2009, subject to EU endorsement. * IFRIC 15 'Agreements for the construction of real estate' effective from 1 January 2009. * IFRIC 16 'Hedges of a Net Investment in a Foreign Operation', effective for annual periods beginning on or after 1 January 2009. The Directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Group. Additional presentation within the consolidated income statement The Group has presented separately on the face of the consolidated income statement an additional profit measure of adjusted EBITDA. Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation and excluding exceptional and other significant non-cash items. This presentation has been provided as the Directors believe that this measure reflects more clearly the ongoing operations of the Group. In 2009 and 2008, share based payment costs have been treated as a significant non-cash item. Exceptional items The Group considers items of income and expenses as exceptional items and discloses them separately; where the nature of the item, or its size, is likely to be material so as to assist the user of the financial statements to better understand the results of the operations of the Group. Notes to the Financial Statements 1 Segmental reporting Primary reporting format - business segments The Group is currently organised into five main business segments. Corporate costs are allocated to business segments on an appropriate basis depending on the nature of the cost. Costs that cannot be allocated to a business segment are shown as "unallocated". Segment assets consist primarily of property, plant and equipment, intangible assets including goodwill, inventories, trade receivables and cash and cash equivalents. Segment liabilities comprise trade payables, accruals and deferred income. Corporate assets and liabilities comprise current and deferred tax balances, cash and cash equivalents and borrowings. Capital expenditure comprises additions to property, plant and equipment, intangible assets and goodwill and includes additions resulting from acquisitions through business combinations. Secondary reporting format - geographical segments Substantially all of the Group's net assets are located and all revenue and profit are generated in the United Kingdom. Furthermore substantially all of the Group's customers are located in the United Kingdom. The Directors consider that the Group operates in a single geographical segment, being the United Kingdom, and therefore secondary format segmental reporting is not required. 1 Segmental reporting (continued) Year ended Marketing Construction General 30 June 2009 Legal and and and Perfect Business Financial Creative Engineering Information Services Unallocated Group £m £m £m £m £m £m £m Continuing operations Revenue 17.6 17.3 17.3 5.2 8.9 - 66.3 Adjusted EBITDA 1.9 0.8 2.4 2.0 (0.1) - 7.0 Depreciation of property, plant and equipment (0.2) (0.2) (0.2) (0.1) (0.1) - (0.8) Amortisation of software (0.2) (0.3) (0.3) (0.5) (0.2) (1.5) Amortisation of acquired intangibles (0.1) - (0.4) - (0.5) - (1.0) Share based payments - - - - - (0.4) (0.4) Exceptional cost (0.4) (0.7) (0.3) (0.1) (0.2) - (1.7) Segment result 1.0 (0.4) 1.2 1.3 (1.1) (0.4) 1.6 Interest receivable - - - - - 0.1 0.1 Profit/ (loss) before tax 1.0 (0.4) 1.2 1.3 (1.1) (0.3) 1.7 Taxation - - - - - (0.8) (0.8) Profit/ (loss) for the year from continuing operations 1.0 (0.4) 1.2 1.3 (1.1) (1.1) 0.9 Profit/ (loss) for the year attributable to equity shareholders 1.0 (0.4) 1.2 1.3 (1.1) (1.1) 0.9 Segment assets 59.3 45.7 38.3 11.8 16.9 - 172.0 Corporate assets - - - - - 1.0 1.0 Consolidated total assets 59.3 45.7 38.3 11.8 16.9 1.0 173.0 Segment liabilities 2.9 3.8 3.8 2.5 1.8 - 14.8 Corporate liabilities - - - - - 1.2 1.2 Consolidated total liabilities 2.9 3.8 3.8 2.5 1.8 1.2 16.0 Other items: Capital expenditure 1.5 1.3 1.1 0.9 0.5 - 5.3 Impairment of trade receivables 0.1 0.2 0.2 - 0.1 - 0.6 1 Segmental reporting (continued) Year ended Marketing Construction General 30 June 2008 Legal and and and Perfect Business Financial Creative Engineering Information Services Unallocated Group £m £m £m £m £m £m £m Continuing operations Revenue 28.7 23.6 20.5 5.8 11.8 - 90.4 Adjusted EBITDA 9.2 4.1 4.7 2.1 1.4 - 21.5 Depreciation of property, plant and equipment (0.2) (0.2) (0.2) (0.1) (0.1) - (0.8) Amortisation of software (0.2) (0.3) (0.2) (0.6) (0.2) - (1.5) Amortisation of acquired intangibles (0.1) (0.1) (0.4) - (0.5) - (1.1) Share based payments - - - - - (0.2) (0.2) Exceptional cost - (1.1) (0.2) (1.7) (0.1) (0.5) (3.6) Segment result 8.7 2.4 3.7 (0.3) 0.5 (0.7) 14.3 Interest receivable - - - - - 0.2 0.2 Profit/ (loss) before tax 8.7 2.4 3.7 (0.3) 0.5 (0.5) 14.5 Taxation - - - - - (5.0) (5.0) Profit/ (loss) for the year from continuing operations 8.7 2.4 3.7 (0.3) 0.5 (5.5) 9.5 Discontinued operations Revenue - - - - - - - Segment result - - - - - - - Profit on disposal of operation - - - - 0.2 - 0.2 Profit for the year from discontinued operations - - - - 0.2 - 0.2 Profit/ (loss) for the year attributable to equity shareholders 8.7 2.4 3.7 (0.3) 0.7 (5.5) 9.7 Segment assets 60.0 47.1 39.6 11.1 18.1 - 175.9 Corporate assets - - - - - 8.5 8.5 Consolidated total assets 60.0 47.1 39.6 11.1 18.1 8.5 184.4 Segment liabilities 3.7 5.4 4.9 2.5 3.1 - 19.6 Corporate liabilities - - - - - 3.3 3.3 Consolidated total liabilities 3.7 5.4 4.9 2.5 3.1 3.3 22.9 Other items: Capital expenditure 0.7 0.9 0.9 1.0 0.4 - 3.9 Impairment of trade receivables - 0.2 0.2 - 0.1 - 0.5 2 Exceptional cost 2009 2008 £m £m Closure of Perfect Analysis Accelerated amortisation of assets - 1.2 Redundancies - 0.2 Post closure costs 0.1 0.3 0.1 1.7 Reorganisation of publishing operations Redundancies 1.0 1.3 Share based payment - 0.1 Post closure costs 0.5 - 1.5 1.4 Onerous lease provision 0.1 0.5 Total 1.7 3.6 A number of restructuring initiatives that commenced during the previous year were completed in the year ending 30 June 2009. The total cost of these initiatives was £2.9m, of which £1.4m was reported in FY2008 and £1.5m in FY2009. Of this amount £1.0 million (FY2008: £1.3 million) are redundancy costs while £0.5 million relates to post closure costs relating to magazine titles that were discontinued during the year. During the previous year, the Directors decided to discontinue Perfect Analysis, the equity research service developed by Synergy Software Solutions Limited, a subsidiary company. The costs of closure totalled £1.8m of which £1.7m was reported in the previous financial year. This included £1.2m of accelerated amortisation of computer software. In addition the exceptional costs for FY2008 included £0.5m reflecting the onerous element of an additional short term property rental commitment at 30 June 2008 that was entered into to facilitate the changes to the Group's main London premises that arose following the restructuring of the business. A further £0.1m is reported in relation to this property during the current financial year. 3 Directors and employees Group Group Company Company 2009 2008 2009 2008 £m £m £m £m Wages and salaries 25.9 29.4 1.0 1.1 Social security costs 3.0 3.3 0.1 0.1 Other pension costs 0.6 0.8 0.1 0.1 Equity settled share-based payments (note 0.4 0.3 0.1 0.1 22) 29.9 33.8 1.3 1.4 The average monthly number of persons employed during the year, including Executive Directors, was: Group Group Company Company 2009 2008 2009 2008 Number Number Number Number Editorial 171 186 - - Production 40 53 - - Sales 155 178 - - Product management and support 165 202 - - Central services 164 167 9 8 695 786 9 8 All employees are based in the UK. 4 Earnings per share Basic earnings per share (EPS) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue during the year. Shares held in the employee benefit trust and shares held in treasury have been excluded in arriving at the weighted average number of shares. For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Company has two classes of dilutive potential ordinary shares: share options (including those granted under the Sharesave plan) granted to Directors and employees where the exercise price is less than the average market price of the Company's ordinary shares during the year; and the contingently issuable shares under the Company's long-term incentive plan to the extent that the conditions are met at the reporting date. 4 Earnings per share (continued) 2009 2008 Weighted Weighted average Per average Per number of share number of share Earnings shares amount Earnings shares amount Total operations £m millions Pence £m millions Pence Basic EPS 0.9 140.6 0.6 9.7 144.3 6.7 Effect of dilutive securities Options - 0.5 - - 0.3 - Diluted basic EPS 0.9 141.1 0.6 9.7 144.6 6.7 Continuing operations Basic EPS 0.9 140.6 0.6 9.5 144.3 6.6 Effect of dilutive securities Options - 0.5 - - 0.3 - Diluted basic EPS 0.9 141.1 0.6 9.5 144.6 6.6 An alternative measure of adjusted earnings per share has been provided as the Directors believe that this measure is more reflective of the ongoing trading of the Group. 2009 2008 Weighted Weighted average Per average Per number of share number of share Earnings shares amount Earnings shares amount £m millions Pence £m millions Pence Adjusted EPS Earnings attributable to ordinary shareholders from continuing operations 0.9 140.6 0.6 9.5 144.3 6.6 Amortisation of acquired intangibles 1.0 - 0.7 1.1 - 0.7 Exceptional cost (note 2) 1.7 - 1.2 3.6 - 2.5 Tax effect of above adjustments (0.7) - (0.5) (0.9) - (0.6) Adjusted EPS 2.9 140.6 2.1 13.3 144.3 9.2 Effect of dilutive securities Options - 0.5 - - 0.3 - Contingently issuable shares - - - - - - Diluted adjusted EPS 2.9 141.1 2.1 13.3 144.6 9.2 5 Goodwill Total £m Cost At 1 July 2008 and 30 June 2009 140.3 Net book amount At 30 June 2008 and 30 June 2009 140.3 The majority of the Group's goodwill arose from the acquisition of the Centaur Communications Group in 2004. Goodwill by segment Each individual magazine and online title is deemed to be a Cash Generating Unit (CGU). Goodwill is attributed to individual CGUs but is grouped together at segmental level for the purposes of the annual impairment review of goodwill, being the lowest level for which there are separately identifiable cash flows. The following table shows the allocation of goodwill to segments at 30 June 2009: Construction General Legal and Marketing and Perfect Business Financial and Creative Engineering Information Services Total £m £m £m £m £m £m At 30 June 2008 and 30 June 2009 53.2 40.5 30.1 8.7 7.8 140.3 Impairment testing of goodwill During the year goodwill was tested for impairment in accordance with IAS 36. In assessing whether a write-down of goodwill is required in the carrying value of the related asset, the carrying value of the group of CGUs is compared with its recoverable amount. The recoverable amount for each group of CGUs that make up the segments of the Group's business has been measured based on value in use. The key assumptions used in calculating value in-use are sales growth, EBITDA, working capital movements and capital expenditure. The Group has used formally approved budgets for the first year of the value in use calculation, and estimated revenue growth rates of between 7% and 20% and EBITDA margins of between 5% and 40% for years 2 to 6. Terminal values assuming growth rates of 3% have been calculated from estimated year 6 cash flows and this timescale and terminal growth rate are both considered appropriate given the cyclical nature of Group revenues. The assumptions used in the calculations of value-in-use for each segment have been derived from past experience. Management believe that no reasonably possible change in assumptions would cause the carrying amount of goodwill to exceed its recoverable amount. 6 Nature of the financial information The foregoing financial information does not amount to full accounts within the meaning of Section 434 of Companies Act 2006. The financial information has been extracted from the Group's Annual Report and Accounts for the year ended 30 June 2009 on which the auditors have expressed an unqualified opinion. Copies of the Annual Report and Accounts will be posted to shareholders shortly and will be available from the Company's registered office at 50 Poland Street, London, W1F 7AX. ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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