Final Results

Empresaria Group PLC 20 April 2007 Empresaria Group plc Full Year Results for the Year Ended 31 December 2006 Adjusted profit before tax up 30% as group sees further rapid expansion April 20, 2007: The AIM-quoted staffing and recruitment group Empresaria today announced sharp increases in sales and profits for the year to 31 December 2006, and said it is now positioned to continue growing its operations rapidly across the globe. Adjusted profit before tax increased 30% to £2.89 million on sales up 40% to £75.5 million. The group said the figures reflected solid investments during the year in businesses acquired in Asia, Continental Europe and the UK. Empresaria's strategy is to achieve balanced growth by developing its existing businesses, investing in start-up businesses and making selective acquisitions. To help smooth out cyclical downturns the group aims to maintain a balance between temporary and permanent recruitment across a range of specialist sectors. International net fee income rose over eight fold to £4.2 million from £0.5 million in 2005, representing 19% of the group total - up from only 3% last time. Empresaria is now positioned in 14 countries across Europe, Asia, Australia and North America. Empresaria Chief Executive Miles Hunt said the group has made significant internal investments to accelerate future growth, and added, 'In terms of strategy and structure, several important steps have been taken which should allow Empresaria to increase its scale of operations at a rapid pace.' These include this month's earlier announcement of an agreement to acquire 60% of the German recruitment company headwayholding GmbH for £9.9 million, following a £12 million fundraising that included £3.6 million invested by group Chairman Tony Martin and Chief Executive Miles Hunt. Empresaria was last month named International Business of the Year in the 2007 Fast Growth Business Awards. For further information contact: Miles Hunt, Chief Executive, Empresaria Group plc: 01293 649 903 Nick Hall-Palmer, Group Finance Director, Empresaria Group plc: 01293 649 906 Allan Piper, First City Financial Public Relations: 020 7242 2666 James Wellesley Wesley, Bridgewell Limited: 020 7003 3000 Overview of Performance for 2006 £ 000's 2006 2005 2004 2003 2002 Revenue 75,459 54,060 45,430 29,367 22,902 Gross Profit 21,840 15,393 13,141 10,589 8,603 Total Operating Profit 2,743 1,914 1,067 817 709 Adjusted Operating Profit * 3,505 2,532 1,715 1,234 927 Adjusted Profit Before Tax * 2,894 2,225 1,390 1,113 830 Basic Earnings per share (pence) 4.21 3.12 1.38 1.85 0.4 Adjusted Earnings per share (pence) * 7.2 5.7 4.2 3.9 2.8 Dividend Proposed per share (pence) 0.50 0.45 0.40 0.38 0.25 Headlines Revenues of £75.5m (2005: £54.1m) up 40%. Gross profit of £21.8m (2005: £15.4m) up 42% Profit before tax of £2.13m (2005: £1.61m) up 33% Adjusted profit before tax* of £2.89m (2005: £2.23m) up 30% Earnings per share of 4.21p (2005: 3.12p) up 35% Adjusted earnings per share* 7.2p (2005 : 5.7p) up 26% Operating cash inflow £5.2m (2005: £2.5m) up 108% Group cash at bank at year end £3.3m (2005: £2.4m) Group net debt at year end £1.3m (2005: £2.4m) Proposed dividend of 0.50p (2005: 0.45p) * Figures based on underlying profits excluding goodwill amortisation and exceptional cost. See Note 7 for reconciliation. In 2006 there were no exceptional costs. Operational highlights Strong organic growth from existing businesses Entry into new markets with investment in India, Indonesia, Malaysia, Poland, Czech Republic and Slovakia Asian operations exceeding expectations Management team strengthened to accelerate overseas expansion German acquisition agreed, subject to shareholders' approval Good start to 2007 Chairman's statement Overview 2006 The year 2006 has been one of strong performance with rapid progress being made in creating a balanced international specialist staffing group. Empresaria is a leading example of a new generation of international staffing company seeking to develop a multi-specialist sector, multi-geographical presence without the burden of a significant trading presence in the traditional clerical and industrial staffing markets. It has now been just over two years since Empresaria began its transformation from a UK focused organisation to a truly international operation. Since moving from OFEX/Plus Markets to AiM in November 2004 the company has invested in 22 new companies in 13 different countries, targeting economies and staffing markets that the Board believes have high growth potential. Empresaria is now represented in India and China, in Japan and countries across South East Asia, in Poland and other Eastern European countries. The positive impact of this change in strategic focus is now beginning to be reflected in the Group's financial performance. Financial performance Revenues for the year ended 31 December 2006 increased by 40% to £75.5m and net fee income (gross profit) increased by 42% to £21.8m. Profit before tax (before goodwill amortisation) increased to £2.89m from £2.23m, a rise of 30%. For the first time we experienced the impact of the increasing contribution of international companies to Group net fee income. In 2005, contribution of non-UK companies was 3%. In 2006 it rose to 19%. This figure would have been higher but for the strong growth experienced in the UK and the excellent financial performance of a number of the Group's UK companies. Group strategy Empresaria's strategy is to develop an international specialist staffing group, balanced in terms of sector, geographic and operational coverage, as well as organic and acquisitive growth. Underpinning this strategy is the philosophy of management equity. Since the Group started operations ten years ago both strategy and structure have been shaped by the importance attached to aligning the interests of shareholders and management teams through sharing risk and reward through equity participation. There are now over 34 companies within the Group and each one, in each country, is characterised by management retaining a shared interest in long term success through a meaningful equity stake. The Group structure reflects this philosophy. Operations are decentralised with day to day management autonomy remaining local. A small central operation focuses on financial planning and control, group development and administration. For individual management teams the arrangements offer a combination of support, responsibility and independence. For the Group, the structure offers the benefits of scale. Central costs will not rise over time in line with revenue growth. As Empresaria continues to grow the conversion rate of gross margin to net margin will improve. Moving from strategy to objective, the Group's long term objective is to establish a geographic footprint in diverse markets and economies. The primary focus is on emerging markets or markets where structural changes have created staffing industry opportunities. In emerging markets it is often the case that there is little or no current sign of market segmentation into specialist sector operations. Where this is the case the Group's approach is to identify a partner that shares a common goal to develop specialist staffing niches as the market evolves. In the longer term, Empresaria will operate in both developing and developed economies, targeting business environments where the Empresaria management equity philosophy, structure and operational strategy are well received. The sequence and timing of investments across different countries will depend to a degree on where opportunities emerge. The rationale for developing this portfolio of operations diversified both by geography and market sector is to maintain consistent, sustainable high growth whilst managing risk and reducing volatility. Acquisition On 5th April Empresaria announced that it had reached agreement, subject to shareholder approval and funding, to acquire 60% of headwayholding GmbH (Headway). Headway is based close to Munich in Germany. Germany has one of the most rapidly growing staffing markets in Europe moving from a €5.9billion per annum market in 2003 to a €8.6 billion per annum market in 2006. The market is characterised by recent regulatory liberalisation, a growing desire for flexibility amongst clients and an increasing acceptance of the concept of temporary and contract staffing which is beginning to extend to business professionals, facilitating further specialisation of the market in the future. The company has grown rapidly over the last two years, developing vertical market specialisations as the staffing market has evolved. As well as operating from 47 branches, most of which are in Germany, the company also has a presence in both Austria and the Czech Republic. This acquisition represents a significant accelerator in the Group's development and in Empresaria's expansion into new emerging markets. Empresaria's people As ever, the success we have enjoyed this year would not have been possible without the commitment and enthusiasm of all those working within the Group. We would like to take this opportunity to express our appreciation for all their hard work. Current trading and outlook As reported in our trading update in February, the Group has enjoyed a strong start to the year from most markets. Investments made in start up companies during 2006 are now beginning to bear fruit. When combined with the contribution from more established companies operating in growing markets, this potent mixture gives confidence for the current year. Tony Martin Chairman Chief Executive's review Performance review 2006 The last two years have proven to be a transition period as the Group has undertaken the transformation from a diversified, specialist UK staffing group to an international one. In financial terms the Group has taken a number of small steps in its overseas development. In terms of strategy and structure, however, several significant steps have been taken which will allow Empresaria to increase its scale of operations at a rapid pace as opportunities, such as the acquisition of Headway in Germany, emerge. One of the features of the strong financial performance in 2006 has been the differential between profit growth and revenue growth. The explanation highlights the core of our 'balanced growth' strategy. In the year we committed over £1m to fund start up operations in Asia, Europe and UK, incurring start up losses during this period. In addition the Group invested in additional management, finance and technical skills and resource, to provide a platform for further growth. Where we have made small acquisitions in the year we have also made significant further internal investment in order to accelerate future growth. In making these investments, in companies, people and infrastructure we are seeking to develop sustainable, long term, growing revenue streams. The consequence of investment now is expected to be strong organic growth in the future. Highlights A number of regional and company performances stand out in the year. The fastest growth is, as expected, being experienced internationally. The Asian markets have all been buoyant. Our Japanese operations with particular contribution from Skillhouse (IT staffing) experienced spectacular growth in revenues and gross margins from a small base. The Monroe Consulting operations, acquired in December 2005, saw growth in Asia both in terms of revenues but also sector diversification with new temporary and outsourcing services added in both Indonesia and Thailand and, following the end of the year, new operations launched in Malaysia. In Europe, we have used the IT staffing platform offered by GIT (a Czech company acquired in early 2006) to launch new services in Slovakia. We have also invested further in ITC (a Polish company acquired in October 2006) to develop a broader regional branch presence in Poland. While Group development focus has been concentrated on international opportunities, it is encouraging to see the UK companies deliver such a positive performance, particularly in the second half of the year. It is equally encouraging that these strong results were delivered by a combination of sectors, specifically Property Services and Construction, Financial Services and Other Brands. Within Other Brands our creative staffing company The Recruitment Business had a particularly successful year with contribution coming for the first time from the Manchester office, set up in 2005, and with a successful launch of a new office in Australia. Group structure The Group is managed by a small, balanced board of directors with a Chairman, two executives and two non-executives. Historically there has been a direct line of reporting from individual managing directors to the Chief Executive. This flat structure is changing, reflecting the rapid development of our international operations. The appointment of Armin Preisig as head of European operations (a position he previously held with Vedior and Select Appointments) has resulted in an apportionment of both management and development responsibility across different regions. Separately, we have re-structured the central finance function bringing in additional skills and expertise both at central and regional level. The net result of these changes is that we have increased our capacity to manage growth. Market overview The international staffing industry is expanding. Growth rates and market opportunities differ from country to country with each country retaining different regulatory environments, political and cultural perceptions, economic and market characteristics. Countries such as Japan and Germany represent mature economies but at the same time, mainly as a consequence of structural change, represent high growth staffing markets. India combines both a high growth economy and staffing market but, for reasons of demography, represents a completely different challenge in fulfilling the needs of local clients. China represents a high growth economy but with a small staffing industry still, for the moment, held back by legislative restrictions. A common characteristic in all our geographic markets is the positive trading environment and the number of new opportunities at both local and at Group level. As service industries become a bigger part of the industrial mix the management of human resource expenses and the utilisation of a flexible work force will take on increasing importance. Strategic focus Group development focus is to strengthen and grow our existing businesses and look for new investment opportunities in growing international staffing markets. To date our resources have been applied to the developing economies and staffing markets of Eastern Europe and Asia. These regions remain a focus of attention and offer a number of incremental investment opportunities. In addition, we are researching and targeting opportunities in Western Europe and Latin America. In each case we are seeking partners who are motivated by our management equity philosophy, structure and the opportunity to create a new multi-specialist, multi-national staffing group with high growth prospects. Miles Hunt Chief Executive Operational review UK operations At Group level the development focus since moving to AiM has been on identifying investment opportunities in staffing markets outside the UK. At the same time, however, there is equal attention given to growing the existing operations in the UK. UK revenues grew in the year to £66m, up 25% and net fee income of £18m was up 19% in the period. Construction and Property Services This sector enjoyed high organic growth in the period with revenues increasing 36% to £37.8m and net fee income rising 36% to £5.3m on the back of strong demand in the London and South East region. Companies in the sector continued to invest for future expansion with FastTrack (construction trades) opening new branches and increasing headcount, Reflex (building management services) benefiting from both increased scale and new international candidate resourcing capability and TeamSales (sales staff for new build housing) extending their operations to Spain. Other Brands The UK 'Other Brands' sector is made up of a number of specialist brands ranging from creative design recruitment to domestic staffing, PR and marketing and payroll services. In each case the company or the market it services is not of sufficient scale to warrant separate reporting. Revenues in 2006 were £10.2m, up 31% and net fee income increased 25% to £6.2m. Financial Services There are three UK financial services brands, two in the insurance and broader financial services sector and one supporting investment banking and asset management operations. Revenues in the year were £4.7m, up 31% with net fee income up 21% to £2.9m. 2006 was a year of investment and expansion with new fee earners being added within LMA (banking) and Mansion House (insurance). Supply Chain After two years of minimal growth, revenues grew in 2006 by 15%. This encouraging progress was offset, however, by an erosion in percentage gross margins with net fee income up only 2% to £2.2m. The sector consists of both permanent and temporary staffing operations. Historically, these different businesses have operated independently and separately. The decision was taken during the year to integrate the businesses into one network. The restructuring was concluded at the end of 2006 and will generate both cost savings as well as enhanced business development opportunities. Early indications suggest that these structural changes are having a positive financial impact with clients appearing to support the integrated solution that the Group is now able to offer. Public Sector Public sector recruitment in the UK was difficult in 2006. The widely publicised reduction in government spending combined with customer buying decisions becoming price rather than service focused, resulted in a drop in revenues to £5.4m, down 20% with net fee income down 27% to £1.0m and a move from operating profit to loss. The pain was felt particularly in the allied healthcare market with the demand for physiotherapists and other second line professionals dropping significantly. As a reaction to the changing market the decision was taken in mid-2006 to integrate the Group's public sector operations. This resulted in changes being made to the management and operations teams. As with the Supply Chain sector, the early indications suggest that the structural changes made are having a significant positive impact on financial performance. International operations The shift in strategic focus from UK to international development took place at the end of 2004. In 2005 only 3% of net fee income was generated outside of the UK. In 2006 this increased to 19%. 2006 was a year of significant steps forward in developing a balanced international specialist staffing group. Total revenues generated in the year from outside the UK amounted to £9.5m up from £1.2m in 2005 and net fee income reached £4.2m up from £0.5m. Japan The Group's first overseas investment was made at the end of 2004 in Japan in the form of a start up operation in the IT staffing sector. A second associate company operating in FMCG executive recruitment was added to the portfolio in early 2006. In the second year of trading Japanese operations contributed revenues of £5.2m and net fee income of £2.0m, excellent results from a start up business. The Japanese economy has returned to growth. The structural changes experienced by the Japanese staffing industry, with the liberalisation of laws relating to temporary staffing, continue to fuel strong market growth and provide opportunities for our existing businesses as well as for investment in new companies. South East Asia and Australia The second significant international investment was made at the end of 2005 through the acquisition of a majority stake in Monroe Consulting Group. Monroe started operations in 2001 in Sydney, focusing primarily on the IT staffing sector. In 2004 the company embarked on an expansion programme in South East Asia and it is this fledgling international network that offers substantial development opportunity. The Group now operates separately capitalised companies in Indonesia (2), Thailand (1) and Malaysia (1). These regional companies provide a combination of executive recruitment, large scale temporary staffing services and training solutions. In 2006 revenues from this regional group were £3.8m contributing net fee income of £1.8m. The original Australian operations have proven to be a challenge, necessitating management changes and investment in new systems and infrastructure. The South East Asian operations have, in contrast, demonstrated great potential, combining entrepreneurial management with buoyant economies and high demand for the services offered. Early indications in 2007 suggest that this region will be a strong contributor of organic growth this year. Europe Net fee income contribution of £0.4m in the year reflects the relatively small scale of the Group's European business but masks the progress that has been made since applying focus to the region. At the beginning of 2006 the Group acquired a 60% stake in GIT Consult, a Czech based permanent IT recruitment company, representing Empresaria's first investment in Europe. A new operation was launched in Slovakia in May, with branches established initially in Bratislava as well as more recently in Kosice, Slovakia's second largest city. Increased focus has been given to temporary staffing operations with this area of the business expected to grow in 2007. In October Empresaria acquired a 51% stake in ITC Group based in Krakow Poland. ITC has two primary focuses of operation: temporary staffing services to the local Polish market and work abroad services, finding and managing the logistics of migrant workers moving from Poland to other EU countries. ITC has recently launched a new branch office in Katowice. Rest of the world The Group's other operations are currently held as associate company investments, in each case, where the local legislation allows, there is an option to increase the Group's shareholding from a minority position to a majority position. The most significant investment made and the most ambitious start up operation launched by Empresaria to-date has been in India. From a standing start in April 2006, IMS Empresaria, the Indian investment vehicle has grown a branch network across 8 cities in India and developed services including permanent and temporary staffing, training and Recruitment Process Outsourcing (RPO) supported by a team of over 125 employees. In China, Empresaria invested in Aston HR Consulting. Aston HR acquired an interest in a small existing Shanghai based outsourced staffing company and has gained additional licences to provide both permanent staffing and training solutions within the Shanghai region. Both the Indian and Chinese staffing markets are growing strongly, reflective of the underlying economic success of both countries. The Group's investment in the US, Gerard Stewart, is a permanent staffing business focused on supporting the US staffing industry. The company continued to trade profitably in the year. Financial review Financial performance Revenue Group revenue rose by £21.4m (40%) in the year. Like for like sales increased by 26%. Gross margin The Group's gross margin increased to 29%, compared with 28% in 2005. The Group's gross margin generated from the contract and temporary businesses stayed at the 2005 level of 56% of total gross margin. The Group aims to increase the level of temporary and contract revenue contribution in the future. Profitability The Group uses adjusted profit before taxation (PBT) (as defined and calculated on note 7) as its principal measure of operating performance. Profits before tax are adjusted to remove the effects of goodwill amortisation and any exceptional costs or gains incurred during the year. There were no exceptional costs in 2006. A reconciliation of the statutory and adjusted profit is provided on note 7. Adjusted PBT for the year - for existing and continuing operations - rose by 30% to £2.89m (2005: £2.23m) for the whole Group. Adjusted operating margin on revenues reduced slightly to 4.6% (2005: 4.7%). Taxation The effective rate of corporation tax to headline profit before tax has reduced from 45% in 2005 to 31% in 2006. The decrease is mainly due to the utilisation of deferred tax assets. Deferred taxation has been provided on timing differences where required by FRS 19. Minority interests The Group's share of profit after tax reduced from 74% in 2005 to 66% in 2006. This reflects varying minority interests in each of the Group's operating companies and the effect of consolidated goodwill amortisation. Earnings per share Earnings per share, (EPS), adjusted for the effects of goodwill amortisation and exceptional costs, were 7.2 pence, an increase of 26% over 2005 (5.7 pence). In 2006, the Group's weighted average issued share capital, as used to calculate EPS, increased by 11% as a result of shares issued to acquire new operations or increase the Group's share in existing operations. Dividend The Directors have recommended the payment of a dividend of 0.50 pence per share (2005: 0.45 pence, representing an increase of 11%). If approved, the dividend will be paid on 20th August 2007 to members registered on 20th July 2007. Acquisitions Details of the main transactions are explained below: Purchase of HEC In April 2006, the Group acquired from SSR Personnel Services, through a special vehicle, its operating division providing staffing services in the UK public sector for an initial cash consideration of £350,000. Deferred consideration of up to £400,000 may be payable in 2007, based on the results to 31 March 2007. Purchase of the ITC Group In October 2006, the Group acquired 51% of the share capital of ITC PRACA Sp. Z.o.o., ITC APT Sp. Z.o.o. and ITC CS Sp. Z.o.o. for £632,000. Deferred consideration of up to Zl 4,344k (approx £0.8m) may be payable dependent on financial performance of the ITC Group in 2006 and 2007. Based in Poland, the company specialises in three areas: the sourcing of Polish workers on behalf of overseas organisations in Western and Southern Europe, temporary staffing focusing on the Polish local market and providing training services to candidates. Purchase of minority share holdings During 2006, Empresaria acquired shares from the minority shareholders in a number of Group companies. The companies involved and shareholdings held after the purchase were: LMA Recruitment Limited (80%), Healthcare First Limited (100%), TeamSales Limited (100%), McCall Limited (62%) and Lime Street Recruitment Limited (69%). The purchases were satisfied by the payment of £144,650 in cash and the issue of 224,316 shares at a value of £187,300. Post year end purchases On 5 April 2007, the Group announced its intention to purchase 60% of the share capital of Headway for a consideration of €14.6m. Headway is a provider of temporary/ contract staffing based principally in Germany. The acquisition is subject to shareholder approval at an Extraordinary General Meeting to be held on 30 April 2007. Intangible assets The carrying value of intangible assets in the Group Balance Sheet increased by £1.7m, from £8.0m to £9.7m. The major constituents of this increase arose from the acquisitions and increase in the Group's shareholding in existing Group companies, as detailed above. Goodwill is amortised over its useful economic life up to a maximum period of twenty years. The Directors regularly review the carrying value of goodwill for impairment. Risk factors The principal risks that the Group face are: Growth management The Group's growth strategy includes the investment in and management of start up businesses and acquisitions. This strategy has certain risks and failure to improve operating performance of start-up businesses and acquired businesses may adversely impact results, including the Group's cash flow. Dependence on key executives and personnel The Group's future success is substantially dependent on retaining and incentivising its senior management and certain key employees. The loss of the service of key personnel may have an adverse impact on the Group's business and relationships. However, the Group's philosophy of management equity ensures that key management are appropriately incentivised through equity ownership. Financial risks and treasury management As the Group expands internationally, it will become more exposed to risks associated with currency fluctuations. The Directors intend to introduce appropriate exchange management strategies to address this risk. With regard to credit risk the company has implemented policies that require appropriate credit checks on potential customers before contracts are commenced. In respect of interest rate risk the Group has interest bearing assets and liabilities. Interest bearing assets and liabilities include cash balances and overdrafts, all of which have interest rates applied which are commensurate with the scale of the Group's operations. Cash flow Net cash of £5.2m (2005: £2.5m) was generated from operating activities during the year. After returns on investments and servicing of finance and taxation flows of £1.5m, the surplus was reduced to £3.7m. The Group spent £3.3m of cash on acquisitions and capital expenditure, resulting in a cash inflow before financing of £0.3m. The Group raised £0.7m from financing activities, resulting in an overall decrease in net debt at the year end of £1.1m to £1.3m (2005: £2.4m) Net operating cash flows are inflated due to an increase in the amount of invoice discounting subject to non-recourse arrangements. The Group expects that the cash position over the next two years will be adversely effected by the changes in the Managed Service Company legislation (introduced on 6 April 2007). This will be partly offset by cash inflows from our growing operating activities but cash generation as a percentage of operating income for the coming two years is expected to be lower. Management of liquidity risk The Group maintains a range of facilities appropriate to fund its working capital requirements as well as its strategy of organic and acquisitive expansion. At the year end, the Group's financing arrangements comprised: • cash at bank of £3.3m • an unutilised overdraft facility £1.75m; • a revolving credit loan facility of £2.5m, of which £0.7m has been utilised; • outstanding term loans of £1.3m repayable over the next two years; and • amounts owed in respect of invoice discounting agreements of £2.6m. The Group banks with HSBC plc. Nick Hall-Palmer Group Finance Director Consolidated profit and loss account Year ended 31 December 2006 Notes 2006 2005 £'000 £'000 £'000 £'000 TURNOVER Existing operations 72,946 48,342 Acquisitions 2,513 5,718 Total turnover 75,459 54,060 Cost of sales (53,619) (38,667) GROSS PROFIT 21,840 15,393 Administrative expenses (19,097) (13,479) OPERATING PROFIT Existing operations 2,667 1,217 Acquisitions 76 697 Total operating profit 2,743 1,914 Share of losses in Associated companies (203) (44) 2,540 1,870 Interest payable and similar charges (408) (263) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 2,132 1,607 Tax on profit on ordinary activities (663) (726) PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 1,469 881 Minority interests (497) (233) PROFIT ON ORDINARY ACTIVITIES ATTRIBUTABLE TO THE MEMBERS OF EMPRESARIA GROUP PLC AND TRANSFERRED TO RESERVES 972 648 Earnings per share (pence) Basic and diluted 2 4.21 3.12 All results for the group are derived from continuing operations in both the current and preceding years. Consolidated statement of total recognised gains and losses Year ended 31 December 2006 2006 2005 £'000 £'000 PROFIT FOR THE FINANCIAL YEAR Group 1,045 692 Associates (73) (44) TOTAL PROFIT FOR THE FINANCIAL YEAR 972 648 Exchange difference on net assets of overseas subsidiaries (28) - TOTAL RECOGNISED GAIN AND LOSSES RELATING TO THE YEAR 944 648 Consolidated balance sheet 31 December 2006 2006 2005 £'000 £'000 £'000 £'000 FIXED ASSETS Intangible assets 9,684 7,981 Tangible assets 790 535 Investment in associates 660 39 11,134 8,555 CURRENT ASSETS Debtors 11,480 10,169 Cash at bank and in hand 3,342 2,405 14,822 12,574 CREDITORS: amounts falling due within one year (13,744) (10,992) NET CURRENT ASSETS 1,078 1,582 TOTAL ASSETS LESS CURRENT LIABILITIES 12,212 10,137 CREDITORS: amounts falling due after more than (1,201) (1,449) one year NET ASSETS 11,011 8,688 CAPITAL AND RESERVES Called up share capital 1,193 1,113 Share premium account 5,185 3,822 Other reserve 1,539 1,539 Profit and loss account 2,285 1,447 SHAREHOLDERS' FUNDS 10,202 7,921 Minority interests 809 767 11,011 8,688 Consolidated cash flow statement Year ended 31 December 2006 2006 2005 Notes £'000 £'000 £'000 £'000 Net cash inflow from operating activities 3 5,155 2,500 Returns on investments and servicing of finance Interest paid (408) (263) Dividends paid to minority shareholders in subsidiary undertakings (333) (196) Net cash outflow from returns on investments and servicing of finance (741) (459) Taxation - corporation tax paid (739) (586) Capital expenditure and financial investment Payments to acquire tangible fixed assets (528) (413) Net cash outflow for capital expenditure and financial investment (528) (413) Acquisitions Purchase of businesses (2,069) (1,993) Cash acquired with subsidiary acquired 9 462 Investment in associates (694) (21) Net cash outflow from acquisitions (2,754) (1,552) Dividends paid (106) (84) Net cash inflow / (outflow) before financing 287 (594) Financing Issue of new shares 905 - Repayment of loan (247) (238) Raising of loan 725 - (Decrease) / increase in invoice discounting (733) 316 balances Net cash inflow from financing 650 78 Increase / (decrease) in cash in the year 937 (516) NOTES 1. BASIS OF PREPARATION The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2006 and 2005, but is derived from those accounts. Statutory accounts for 2005 have been delivered to the Registrar of Companies and those for 2006 will be delivered following the Company's Annual General Meeting. The Auditors have reported on those accounts; their reports were unqualified and did not contain statements under the Companies Act 1985, sections 237(2) or (3). Accounting policies have been consistently applied throughout 2005 and 2006, with exception of the policy for share-based payments which was introduced in 2006 to reflect FRS 20. 2. BASIC AND DILUTED EARNINGS PER SHARE 2006 2005 No. No. Ordinary shares of 5 pence each (weighted average) 23,102,238 20,798,075 £'000 £'000 Profit for the financial year 972 648 Based on current trading conditions, the directors are of the opinion that there would be no dilution to the earnings per share figure resulting from subsidiary minority shareholders trading up. 3. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES 2006 2005 £'000 £'000 Operating profit 2,743 1,914 Depreciation of tangible assets 337 262 Loss on disposal of tangible fixed assets - 73 Amortisation of goodwill 762 618 Increase in debtors (940) (433) Increase in creditors 2,253 66 Net cash inflow from operating activities 5,155 2,500 4. ANALYSIS OF NET DEBT Other 1 January non-cash 31 December 2006 Cash flow changes 2006 £'000 £'000 £'000 £'000 Cash at bank and in hand 2,405 937 - 3,342 Amounts owed to factors (3,302) 733 - (2,569) Loans due within one year (225) (500) (265) (990) Loans due after one year (1,325) 22 265 (1,038) (4,852) 255 - (4,597) (2,447) 1,192 - (1,255) 5. ACQUISITIONS Acquisitions during the year contributed £64,000 (2005: £329,000) to the group's net operating cash outflows, paid £8,000 (2005: £10,000) in respect of returns on investments and servicing of finance and utilised £88,000 (2005: £23,000) for capital expenditure. 6 ANNUAL REPORT AND ACCOUNTS The annual report and accounts for the year ended 31 December 2006 will be posted to shareholders shortly. Additional copies will be available from the Company Secretary at the Company's registered office Empresaria Group Plc, Peveril Court, 6-8 London Road, Crawley, West Sussex, RH10 8JE. 7 RECONCILIATION OF STATUTORY FINANCIAL INFORMATION TO ADJUSTED INFORMATION INCLUDED WITHIN THE FINANCIAL HIGHLIGHTS 2006 2005 £'000 £'000 Operating profit 2,743 1,914 Add back: Goodwill amortisation 762 618 Adjusted operating profit 3,505 2,532 Share of loss in associated company (203) (44) Interest receivable and similar income - - Interest payable and similar charges (408) (263) Adjusted profit before tax 2,894 2,225 Taxation (663) (770) Minority interests (*) (562) (275) Adjusted profit after tax and minority 1,669 1,180 interests Adjusted earnings per share (pence) 7.2 5.7 (*) - adjusted as necessary for minority interest impact from goodwill amortisation and exceptional item adjustments. All results for the group are derived from continuing operations in both the current and preceding years. 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