Final Results
Huveaux PLC
08 March 2004
HUVEAUX PLC
Preliminary announcement of the final results
for the year ended 31 December 2003
HIGHLIGHTS
8 March 2004
Huveaux PLC is a specialised publishing and media business with strong margins
and cash flow.
Key points for 2003
• Turnover up 334% to £4.6 million
• Pre-tax profits up 227% to £1.2 million
• Dividend up 17% to 0.88 pence per share
• Three acquisitions completed in 2003
• Further acquisition announced today
• Significant growth anticipated in 2004
• Further substantial acquisitions being explored
John van Kuffeler, Chairman, said today:
'I am extremely pleased with what we have achieved in 2003. Our objective
continues to be to build a substantial publishing and media group over the next
10-15 years. This year we have made great strides by delivering a pre-tax profit
of £1.2 million up 227%, and acquiring 3 further new businesses. A further
acquisition is announced today making a total of five acquisitions since
flotation two years ago.
'We are well placed to take advantage of a growing market and see 2004 as a year
of significant opportunity for our existing businesses and future acquisitions.'
Enquiries
John van Kuffeler 020 7245 0270
Chairman, Huveaux PLC
Charlotte Lambkin 020 7861 3232
Bell Pottinger Financial
CHAIRMAN'S STATEMENT
The year 2003 was one of major achievement for Huveaux. We made three
acquisitions and consequently sales grew from £1.1 million to £4.6 million (£3.1
million from acquisitions), pre-tax profits rose from £0.4 million to £1.2
million (£0.9 million from acquisitions) and earnings per share (EPS) marked
time at 2.0 pence. Reflecting such major strides in the Company's development,
your directors are recommending a dividend of 0.88 pence (2002 - 0.75 pence), an
increase of 17 per cent. At the year end we had a strong balance sheet with no
borrowings and £3.7 million in cash.
I am also pleased to announce today the acquisition of the Public Affairs
Newsletter for £750,000. This will strengthen further our position in the
political publishing market and it is anticipated that this acquisition will
enhance Huveaux's EPS in the current year.
Review of Operations
As at 31 December 2003 Huveaux's operations comprised four operating units. The
sales and profits of each were as follows for the year 2003:
Sales Pre-tax Profits
£000s £000s
-------- ---------
Lonsdale 1,906 790
Fenman 680 184
Vacher Dod 1,474 228
Le Trombinoscope 515 293
-------- ---------
4,575 1,495
Head office costs, net of interest income - (290)
-------- ---------
4,575 1,205
======== =========
Each of these is now described in turn.
• Lonsdale
Lonsdale is a specialist publisher of revision guides and workbooks for schools
in England and Wales. It specialises in Key Stages 2, 3 and 4, including GCSE
(for pupils between the ages of 7 and 16) and has 63 current titles. Sales are
made directly to the schools and are priced at between £1 and £4. The guides are
designed to assist teachers to ensure that their pupils receive the exact
material on which they will be assessed.
Lonsdale is based in Holmfirth, Yorkshire and Kirby Lonsdale, Lancashire and has
16 employees.
The acquisition of Lonsdale was completed on 31 March 2003 and therefore nine
months of Lonsdale's results have been included in Huveaux's 2003 results. The
sales for the nine months were £1,906,000 and the pre-tax profits were £790,000
which is a pre-tax profit margin of 41 per cent. The cash flow generated (before
tax) was £680,000. In the nine months in our ownership, Lonsdale generated an
annualised 20 per cent pre-tax return on the consideration paid to date (15 per
cent on the total consideration payable).
During this time we have expanded the editorial staff from 4 to 6 and
substantially increased the capacity of the warehouse in Penrith, Cumbria, while
succeeding in reducing annual print costs by £100,000. Consequently we have been
able to expand the range of titles and grow sales, which augurs well for the
future.
• Fenman
Fenman is a specialist publisher of material for training managers in both the
public and private sectors, including larger companies, government departments,
local authorities, the armed forces and large accounting firms. Its flagship
product is a monthly publication, The Training Journal, which has some 5,000
annual subscribers. Fenman also makes and sells a wide range of training videos
and publishes 108 different training manuals. In addition, it operates a
subscription website with over 2,000 subscribers and runs seminars and courses
for training managers at locations throughout the UK. Fenman is based in Ely,
Cambridgeshire and has 16 employees.
The acquisition of Fenman was completed in October, 2003 and therefore three
months of Fenman's results are included in Huveaux's 2003 figures. Fenman's
sales during this short period were £680,000 and the pre-tax profits were
£184,000, a pre-tax profit margin of 27 per cent. Cash generated amounted to
just £15,000 as the company invested £85,000 in the filming of new video titles.
In the three months under our ownership, Fenman generated an annualised 12 per
cent pre-tax return on the cost of the acquisition.
During this time, we have approved plans to launch 3 new video titles and to
expand the programme of courses and seminars. We have also started a programme
of key account management. Brand management and pricing are the subject of
future plans.
• Vacher Dod Publishing
Vacher Dod Publishing is the leading UK provider of political biographical
information in both printed and electronic format. The principal publications in
book format are: Dod's Parliamentary Companion; Dod's European Companion; Dod's
Civil Service Companion; Dod's Constituency Guide and Dod's Scotland, Wales and
Northern Ireland Companion. These are supplemented by a quarterly update,
Vacher's Parliamentary Companion. In addition, the information is provided on
CD, called Dod on Disc and most importantly, by means of an online subscription
website, Dod-on-Line, which provides immediate access to a constantly changing
database and therefore provides real time information to its subscribers. The
company maintains a regular client base of over 8,000 customers many of whom buy
from across the product range. The customers comprise large companies, the UK
parliament and government, other public institutions, universities and academic
institutions, the lobbying industry and the media.
Vacher Dod is based in Westminster and has 23 employees.
Vacher Dod was acquired by Huveaux in 2002 and therefore its results are
included for the whole of 2003. Sales for the year were £1,474,000 and pre-tax
profits were £228,000. The comparative pre-tax profit figure was £185,000 in
2002 (unaudited and adjusted for changes in accounting policy) and £109,000 in
2001. There have therefore been two successive years of good profit growth.
Nevertheless, the cash flow was £67,000 and pre-tax return on investment was 5
per cent in 2003. These are too low and plans are in place to raise the cash
flow and return substantially in 2004.
In 2003, we replaced the Managing Director and Head of Sales and invested in new
IT systems to support both the publications and the successful subscription
website Dod-on-Line. We have substantial plans to expand into other EU countries
in 2004.
• Le Trombinoscope
Le Trombinoscope is the leading provider of political biographical information
in France and publishes three annual political directories; one for central
government; one for local government; and one for EU government, plus a monthly
newsletter and a subscription website.
Le Trombinoscope is based in Paris and has 10 employees.
The acquisition of Le Trombinoscope was completed in September, 2003 and four
months of its sales and profits are therefore included in our 2003 results.
During the period of our ownership, Le Trombinoscope had sales of £515,000 and
pre-tax profits of £293,000, a pre-tax profit margin of 57 per cent. This
included the highest sales period of the year. Cash flow generated amounted to
£241,000. The annualised pre-tax return on our investment during this short
period was 56 per cent.
Upon acquisition, we appointed a new Managing Director, and have subsequently
appointed a new Head of Sales and a Head for our EU project. This, combined with
a re-launch of the newsletter and website give considerable scope for future
growth.
• Head Office
The business units are supported by a small Head Office whose total costs in
2003 including directors' salaries amounted to just £290,000 net of interest
income.
• Earnings per Share
Whereas EPS remained at 2.0 pence in 2003, I should point out, that if we had
made no acquisitions in 2003 our sole source of profit would have been Vacher
Dod Publishing, which in 2002 we only owned in the highly profitable second half
of the year, so did not have to account for its losses in the first half. The
profits in 2003 from Vacher Dod Publishing would only have produced EPS of 0.8
pence per share. The three acquisitions have therefore more than doubled EPS in
2003 and added significantly to shareholder value.
• Acquisition of Public Affairs Newsletter
I am also pleased to announce today that we have completed the acquisition of
the Public Affairs Newsletter for a consideration of £750,000 cash on
completion.
The Public Affairs Newsletter was founded in 1993 and is the leading
international monthly business magazine in the public affairs and lobbying
sector. It is a subscription-only publication with additional revenue from
advertising. Its customers include public affairs consultancies and public
affairs professionals within corporate and public sector organizations in the
UK, EU and worldwide.
The Public Affairs Newsletter's turnover and profits for its last two financial
years (unaudited) have been as follows:
Year Ended Turnover Pre-tax Profit
31 January £000s £000s
2003 182 110
2004 199 119
The net assets of the Public Affairs Newsletter are not material. It is
anticipated that the acquisition of the Public Affairs Newsletter will enhance
Huveaux's EPS in the current year.
The acquisition of the Public Affairs Newsletter is a further step in Huveaux
becoming a leading provider of political data in the UK and the EU. This is
particularly important as the demand for our information is anticipated to grow
dramatically with the accession of 10 new countries to the EU on 1 May 2004 and
the European Parliamentary Elections in June of this year, followed by a General
Election in the UK which is currently anticipated to be in 2005.
• Board and Management
Having started just over two years ago with myself as the only (unpaid)
employee, we have now taken substantial steps to build a credible management
team.
At Head Office, I am pleased to welcome David Horne who started work for Huveaux
on a contract basis in April, 2003 and was appointed full time Finance Director
and Company Secretary on 1 January 2004. He is a Chartered Accountant who moved
from Canada after qualifying there with Price Waterhouse, and subsequently
worked with AT&T and the BBC before being appointed European Finance Director of
BSMG Worldwide.
I would like to thank John Clarke for his important contribution as part time
Finance Director and Company Secretary and I am delighted he is able to remain a
non-executive director of the company.
I am also pleased to welcome Pam Anson as Corporate Development Manager. Pam
started her career at Grindlays Bank and went on to become an assistant director
at Hill Samuel, London and division director at Macquarie Bank, Australia. She
has also run her own business assisting small and medium sized businesses in
Australia with financial management, corporate development and creation and
implementation of financial systems and controls.
Maria Farmery joined the Group as the new Managing Director of Vacher Dod in
June 2003. Maria is an expert in reference book publishing and database
management. Her background includes roles with CMP Business Information Systems,
as Managing Director of the directories' division of William Reed Publishing and
as Publishing Manager with Incisive Media.
The Managing Director of Lonsdale is Paul Wharton, who is one of the founders of
the business. He is a former teacher who has been actively involved in writing,
editorial and commissioning areas of the business since inception. Both he and
another former partner, Hefin Rees, have been retained on a contract employment
basis since our acquisition of Lonsdale and are both actively involved in
running the business.
At the time of the acquisition of Le Trombinoscope, we recruited Jean-Marie
Simon as its new Managing Director, and he started in October 2003. Jean-Marie
has substantial management, publishing and finance experience in France and
Europe. He was formerly Deputy General Manager of EMAP France, having been with
the EMAP group since 1995 initially as Finance Director, France. Earlier career
positions were with The Walt Disney Company, GD Searle & Co, and Arthur
Andersen.
Sarah Perito is the Managing Director of Fenman, having joined in April 2002.
Previous career positions have included BBC York, Wyvern Publishing and Reed
Elsevier, as well as extensive overseas experience. She was recently nominated
for the Cambridge area Business Woman of the Year.
Our ability to attract and retain good quality management, which can support and
enhance our activities and businesses is critical to our continued growth and
profitability. These appointments demonstrate substantial progress in developing
our management team.
• Corporate Philosophy
Huveaux has the objective of building a substantial publishing and media group
over the next 10 to 15 years.
After two years of significant achievement, our objective remains unchanged and
is being implemented as follows:
• Making acquisitions of businesses which are profitable or will enhance
the profits of our existing businesses;
• Growing these businesses organically as well as by acquisition;
• All our businesses must be cash generating and in growing markets;
• Our businesses sell important information primarily direct to end users,
thus ensuring we receive the full sales proceeds; and
• During the early years, Huveaux does not intend to take on significant
borrowings until it has reached a more mature stage.
Our group provides a wide range of 'must have' information which is provided
direct, comprising print publishing, electronic publishing, internet
subscription, magazines, newsletters, video production, courses and seminars.
• Outlook
I am looking forward to a year of further significant growth in 2004, which will
see the first full year of contribution for 3 of our 4 businesses, and I am
confident that all these are well positioned to achieve their objectives. We
have a strong balance sheet with no borrowings and £3.7 million in cash at the
year end. Education and training continues to be a high government priority and
our businesses are well positioned to take advantage of future growth
opportunities. The demand for information in our political businesses is likely
to be particularly strong in 2004 with the accession of 10 new countries to the
EU on 1 May 2004 followed by the European Parliamentary Elections in June.
Furthermore, the next General Election in the UK is drawing closer and is
currently anticipated to be in 2005. All these factors are likely to boost
significant growth in demand for political information.
We will also continue with our program of acquisitions. Since the year end, we
have acquired the Public Affairs Newsletter and are currently actively
negotiating a further substantial acquisition.
John P de Blocq van Kuffeler
Chairman
5 March 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31 December 2003
Note
2003 2002
£ 000s £ 000s
Turnover
Continuing operations 2 1,474 1,055
Acquisitions 2 3,101 -
-------- ---------
4,575 1,055
Cost of sales (1,497) (495)
-------- ---------
Gross profit 3,078 560
Administrative expenses (1,969) (275)
-------- ---------
Operating profit
Continuing operations 2 167 285
Acquisitions 2 942 -
-------- ---------
1,109 285
Other interest receivable 99 83
Other interest payable (3) -
-------- ---------
Profit on ordinary activities before 1,205 368
taxation
Tax on profit on ordinary activities 3 (250) (67)
-------- ---------
Profit for the financial year 955 301
Dividends on equity shares (629) (155)
-------- ---------
Retained profit for the year transferred to 326 146
reserves
======== =========
Earnings per share - basic and diluted 4 2.01 p 2.05 p
The accompanying notes are an integral part of this consolidated profit and loss
account.
CONSOLIDATED BALANCE SHEET
As at 31 December 2003
Note 2003 2002
£ 000s £ 000s
Fixed assets
Intangible assets 19,451 4,950
Tangible assets 515 68
-------- ---------
19,966 5,018
-------- ---------
Current assets
Stocks 841 89
Debtors 1,153 439
Cash at bank and in hand 3,710 1,361
-------- ---------
5,704 1,889
Creditors: Amounts falling due within one year (2,901) (812)
-------- ---------
Net current assets 2,803 1,077
-------- ---------
Total assets less current liabilities 22,769 6,095
Creditors: Amounts falling due after more than (1,162) -
one year
Provision for liabilities and charges (22) -
-------- ---------
Net assets 21,585 6,095
======== =========
Capital and reserves
Called-up equity share capital issued 6 7,146 2,066
Called-up equity share capital not issued 6 400 -
Share premium account 13,157 3,883
Merger reserve 409 -
Profit and loss account 473 146
-------- ---------
Equity shareholders' funds 21,585 6,095
======== =========
The accompanying notes are an integral part of this consolidated balance sheet.
These financial statements were approved by the board of directors and signed on
its behalf by:
John P de Blocq van Kuffeler David B Horne
Chairman Finance Director
5 March 2004
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2003
Note 2003 2002
£ 000s £ 000s
Cash inflow/(outflow) from operating 7 158 (180)
activities
Returns on investments and servicing of
finance
Interest received 99 83
Interest paid (3) -
-------- --------
Net cash inflow from returns on investment and 96 83
servicing of finance
Taxation - (27)
Capital expenditure
Purchase of tangible fixed assets (231) (47)
Purchase of intangible fixed assets (9) -
-------- --------
Net cash outflow from capital expenditure (240) (47)
Acquisitions
Purchase of subsidiary undertakings 5 (12,866) (4,021)
Cash acquired on acquisition of subsidiaries 5 352 95
-------- --------
Net cash outflow from acquisitions (12,514) (3,926)
Equity dividends paid (155) -
-------- --------
Cash outflow before financing (12,655) (4,097)
-------- --------
Financing
Short-term bank funding received 1,380 -
Short-term bank funding paid (1,380) -
Issue of ordinary share capital 15,573 3,000
Expenses paid in connection with share issue (809) (354)
-------- --------
Cash inflow from financing 14,764 2,646
-------- --------
Increase/(decrease) in cash for the year 8 2,109 (1,451)
======== ========
Notes to the preliminary announcement
31 December 2003
Note
1. Accounting policies
The financial statements have been prepared on the basis of the accounting
policies set out on pages 14 and 15 of the Huveaux PLC Annual Report for
2002, which have been consistently applied, except that the Group now
capitalises internal editorial and production costs to stocks and work in
progress, defers marketing expenditure that is directly attributable to
deferred revenue, and discounts the reversals of timing differences for
calculating deferred tax. The impact of these changes for the year ended 31
December 2002 and net assets at that date is not material.
2. Segmental information
All amounts shown relate to one business segment, that of publishing.
Continuing
Operations Acquisitions Total
2003 2003 2003 2002
£ 000s £ 000s £ 000s £ 000s
Group turnover by
geographical area
United Kingdom 1,474 2,586 4,060 1,055
Continental Europe - 515 515 -
--------- ---------- -------- --------
1,474 3,101 4,575 1,055
========= ========== ======== ========
Operating profit by
geographical area
United Kingdom 167 722 889 285
Continental Europe - 220 220 -
--------- ---------- -------- --------
167 942 1,109 285
========= ========== ======== ========
Net assets by geographical
area
United Kingdom 20,706 753 21,459 6,095
Continental Europe - 126 126 -
--------- ---------- -------- --------
20,706 879 21,585 6,095
========= ========== ======== ========
Turnover by geographic destination is not materially different from turnover by
geographic origin.
Head office operating costs of £378,000 have been allocated to operating profits
above, pro rata to operating profit before allocation.
3. Taxation
2003 2002
£ 000s £ 000s
UK corporation tax
Current tax on income for the period 46 7
Foreign tax
Current tax on income for the period - -
--------- ---------
Total current tax 46 7
Deferred tax
Origination and reversal of timing differences 275 60
Impact of discounting (71) -
--------- ---------
Total deferred tax 204 60
--------- ---------
Tax on profit on ordinary activities 250 67
========= =========
4. Earnings per Share
2003 2002
£ 000s £ 000s
Profit attributable to shareholders 955 301
========= =========
2003 2002
Shares Shares
Weighted average number of shares
In issue during the year - used in basic and 47,473,307 14,704,126
diluted earnings per share
========= =========
Earnings per share - basic and diluted (pence) 2.01 2.05
The impact of shares not yet issued in conjunction with the Lonsdale acquisition
as explained under note 5 has been excluded because no shares would be issuable
if the end of the reporting period was the end of the contingency period.
5. Acquisitions
Each of the following acquisitions has been accounted for by the acquisition
method. An analysis of the provisional book value and fair value of the net
assets acquired on each is set out below.
Publishing rights have, for each acquisition, been valued to reflect their
estimated fair values, and each publication can be separately identified and
valued.
a) Lonsdale SRG
On 31 March 2003 the group acquired the assets and trade of Lonsdale SRG, a
partnership, excluding the cash, trade debtors and creditors of the business.
The following table sets out the provisional book values of the identifiable
assets and liabilities acquired and their provisional fair value to the group:
Fair value
Book value adjustment Fair value
£ 000s £ 000s £ 000s
Publishing rights - 6,415 6,415
Tangible fixed assets 208 - 208
Stock 293 - 293
--------- --------- ---------
Net assets acquired 501 6,415 6,916
========= =========
Goodwill -
---------
Total consideration 6,916
=========
Satisfied by:
Cash paid 4,896
Contingent consideration - payable in cash 1,400
Contingent consideration - payable in shares 400
Acquisition costs 220
---------
6,916
=========
The Lonsdale SRG acquisition involves an arrangement whereby the consideration
payable includes a deferred element that is contingent on the total turnover of,
and the number of profitable new titles launched by Lonsdale SRG in the two-year
period from 1 January 2003 to 31 December 2004. The provision for contingent
consideration for Lonsdale SRG represents the expected future consideration
payable. The contingent consideration is payable in cash of £1.4 million and the
allotment of shares of £0.4 million, which is included within shares to be
issued (note 6). The conditions to be satisfied are:
1. £1 million if the number of profitable future titles launched by 31
December 2004 is 10 or more, reducing by £100,000 per title to the extent
the number of profitable future titles is less than 10.
2. £800,000 payable half in cash and half by way of the issue of the deferred
consideration shares credited as fully paid up at 35 pence per share,
reducing pound for pound to the extent that the aggregate audited turnover
for the years ended 31 December 2003 and 2004 is less than £5 million, but
so that no such additional amount will be payable if the aggregate audited
turnover for the period is less than £4,400,000.
Deferred consideration of £300,000 has been recorded under other creditors and
has been paid subsequent to the balance sheet date. The balance of deferred cash
consideration is shown under creditors payable after more than one year.
The summarised profit and loss account for Lonsdale SRG for the year ended 31
July 2002 is given below. No results are given for the period from 1 August 2002
to 31 March 2003, as Lonsdale SRG was a partnership and therefore under no
obligation to disclose its results publicly. The results for the year ended 31
July 2002 are publicly available, as they were disclosed in the acquisition and
listing documents.
(unaudited)
Year ended
31 July 2002
£ 000s
Turnover 2,223
-----------
Operating profit 838
-----------
Profit before taxation 839
Taxation (222)
-----------
Profit for the year 617
===========
b) Publications Professionnelles Parlementaires SAS ('PPP')
On 15 September 2003 the group acquired the entire share capital of PPP,
publishers of Le Trombinoscope.
The transaction was denominated in Euros and has been converted to Sterling at
the rate on the date of acquisition.
The following table sets out the provisional book values of the identifiable
assets and liabilities acquired and their provisional fair value to the group:
Fair value
Book value Adjustments Fair value
£ 000s £ 000s £ 000s
Publishing rights 290 1,507 1,797
Tangible fixed assets 13 - 13
Stock 11 - 11
Debtors 271 - 271
Deferred tax - 100 100
Cash at bank and in hand 71 - 71
Creditors (688) - (688)
----------- ---------- ---------
Net assets acquired (32) 1,607 1,575
=========== ==========
Goodwill -
---------
Total consideration 1,575
=========
Satisfied by:
Cash paid 1,380
Acquisition costs 195
---------
1,575
=========
The summarised profit and loss account for PPP for the year ended 31 December
2002 and the period from 1 January to 31 August 2003 is given below.
(unaudited) (unaudited)
Period ended Year ended
31 August 31 December
2003 2002
£ 000s £ 000s
Turnover 262 1,113
---------- -----------
Operating (loss)/profit (300) 206
---------- -----------
(Loss)/profit before taxation (343) 153
Taxation 123 (55)
---------- -----------
(Loss)/profit after tax (220) 98
========== ===========
As part of the transaction to acquire PPP, the company provided an unconditional
guarantee amounting to £210,000 to the vendor in respect of amounts payable by
PPP to the vendor. The guarantee lapsed on 31 January 2004, without claim.
c) Fenman Limited and Covelstone Publishing Limited
On 1 October 2003 the group took effective control of Fenman Limited and
Covelstone Publishing Limited.
The following table sets out the provisional book values of the identifiable
assets and liabilities acquired and their provisional fair value to the group:
Fair value
Book value Adjustments Fair value
£ 000s £ 000s £ 000s
Publishing rights - 6,280 6,280
Tangible fixed assets 69 (26) 43
Stock 386 (44) 342
Debtors 311 (26) 285
Deferred tax - 4 4
Cash at bank and in hand 281 - 281
Creditors (1,116) 56 (1,060)
----------- ----------- ----------
Net assets acquired (69) 6,244 6,175
=========== ===========
Goodwill -
----------
Total consideration 6,175
==========
Satisfied by:
Cash paid 6,000
Acquisition costs 175
----------
6,175
==========
The summarised consolidated profit and loss account for the Fenman group of
companies for the year ended 31 July 2003 and the period from 1 August to 30
September 2003 is given below.
(unaudited)
Period ended Year ended
30 September 2003 31 July 2003
£ 000s £ 000s
Turnover 342 3,045
------------- -----------
Operating (loss)/profit (188) 820
------------- -----------
(Loss)/profit before taxation (188) 857
Taxation 56 (258)
------------- -----------
(Loss)/profit after tax (132) 599
============= ===========
d) Vacher Dod Publishing Limited
An additional £9,000 of sundry costs has been attributed to the 2002 acquisition
of Vacher Dod Publishing Limited.
6. Called-up share capital
Company 2003 2002
£ 000s £ 000s
Authorised:
Equity : 120,000,000 (2002: 30,000,000) ordinary 12,000 3,000
shares of 10p each
======== ========
Allotted, called-up and fully paid:
Equity: 71,464,730 (2002: 20,661,909) ordinary shares 7,146 2,066
of 10p each
======== ========
Equity shares to be issued
Equity: 1,142,857 (2002: nil) ordinary shares of 10p 400 -
each, to be issued at 35p
======== ========
During the year the company issued 50,802,821 ordinary shares of 10p each for
consideration of £5,080,000 and share premium of £9,683,000 net of expenses.
Shares to be issued of £400,000 relates to the settlement of contingent
consideration in relation to the acquisition of Lonsdale SRG as explained under
note 5.
7. Reconciliation of operating profit to cash inflow/(outflow) from operating
activities
2003 2002
£ 000s £ 000s
Operating profit 1,109 285
Depreciation and amortisation 45 10
Increase in stocks (106) (75)
Increase in debtors (258) (132)
Decrease in creditors (632) (268)
--------- ---------
Net cash inflow/(outflow) from operating activities 158 (180)
========= =========
8. Analysis and reconciliation of net funds
Cash at bank Short-term
and in hand Loan Total net funds
£ 000s £ 000s £ 000s
As at 1 January 2003 1,361 - 1,361
Cash flow during the year 2,349 (240) 2,109
--------- ---------- -----------
As at 31 December 2003 3,710 (240) 3,470
========= ========== ===========
The cash flow and ending balance of cash includes amounts in respect of
restricted cash of £1,000,000, which is held to guarantee deferred consideration
guarantees in respect of the Lonsdale SRG acquisition.
9. Post balance sheet events
On 5 March 2004 the company announced the acquisition of Public Affairs
Newsletter for £750,000 cash, payable upon completion.
10. The financial information set out above does not constitute the company's
statutory accounts for the years ended 31 December 2003 or 2002 but is derived
from those accounts. Statutory accounts for 2002 have been delivered to the
registrar of companies, and those for 2003 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 section 237
(2) or (3) of the Companies Act 1985.
This information is provided by RNS
The company news service from the London Stock Exchange