Interim Results
Wilmington Group Plc
27 February 2008
27 February 2008
WILMINGTON GROUP PLC
('Wilmington', 'the Group' or 'the Company')
Interim Results for the six months to 31 December 2007
Wilmington Group plc, the professional information and training group, today
announces its interim results for the six months to 31 December 2007.
Highlights
• Wilmington continues to make excellent progress with strong growth in
revenue and profits, continued investment in new initiatives and further
acquisitions to develop the portfolio of businesses
• Revenue from continuing operations up 13% to £39.9 million (2006: £35.3
million)
• Profit from continuing operations, before tax and amortisation, up 13.5%
to £5.7 million (2006: £5.0m)
• Adjusted basic earnings per share from continuing operations (before
amortisation, share based payments and non-recurring items) up 13.9% to
4.50p (2006: 3.95p).
• Dividend per share increased by 15%
• Cash flow performance was very strong, with operating cash inflow
increasing by 58% to £5.7m. Balance sheet remains strong.
• Another strong performance by Legal and Regulatory division; new
initiatives in Singapore progressing well
• Business Information division continued to perform well
• Restructuring and disposal of non-core activities completed in the first
half; corporate activity over the last three years has significantly
improved the overall quality of the Group portfolio
• Acquisition of Matchett, a professional training business, completed
during the period. Acquisition of AP Information Services, a specialist
provider of information on pension funds and their advisers, completed this
month
• The full year outlook continues to be positive and Wilmington's markets
offer excellent opportunities for the long term
David Summers, Chairman, commented:
'Wilmington has made significant progress during the six months to December 2007
in achieving its strategic goals. We have delivered strong revenue and profit
growth from continuing operations, as well as capital profits from the disposal
of assets. We continue to invest in exciting new initiatives and have made
further acquisitions to develop our portfolio of businesses.'
'As in previous years, we expect the Group's performance to be weighted
significantly towards the second half of the financial year. Whilst we continue
to be alert to trading conditions across our chosen markets, and the general
economic outlook, we believe that our business is robust and is substantially
underpinned by the provision of 'must have' information and training. The full
year outlook for the Group continues to be positive and our markets offer
excellent opportunities for the long term.'
- ends -
For further information, please contact:
Wilmington Group Plc On the day: 020 7422 6800
Charles Brady, Chief Executive
Basil Brookes, Finance Director
Weber Shandwick Financial 020 7067 0700
Nick Oborne, Louise Robson or Charlie Hooper
Notes to Editors
Wilmington Group plc is one of the UK's leading providers of information and
training for professional business markets. The Group provides training,
arranges industry events and publishes magazines, directories, databases and
special reports focused primarily on its two principal sectors of Legal and
Regulatory, and Business Information which comprises Healthcare and Media
businesses. Capitalised at approximately £165 million, Wilmington floated on the
London Stock Exchange in 1995.
WILMINGTON GROUP PLC
Interim Management Report for the six months ended 31 December 2007
Results for the six months ended 31 December 2007
I am pleased to report that Wilmington continues to make excellent progress,
with strong growth in both revenue and profitability being reported in the six
months to 31 December 2007.
Revenue in the six months to 31 December 2007 from continuing operations
increased by 13.1% to £39.9m (2006: £35.3m). Profit from continuing operations,
before taxation and amortisation increased by 13.5% to £5.7m (2006: £5.0m).
Adjusted basic earnings per share from continuing operations (before
amortisation, share based payments and non-recurring items) increased by 13.9%
to 4.50p (2006: 3.95p).
Our cash flow performance was very strong, with operating cash inflow increasing
by 58% to £5.7m.
The interim dividend for the current year has been increased by 15% to 2.3p per
share (2006: 2.0p per share) and will be paid on 8 April 2008 to shareholders on
the register on 7 March 2008. This increase reflects the Board's policy of
maintaining a progressive divided policy and the underlying strength of the
business and balance sheet. Net debt at 31 December 2007 was £14.8m (2006:
£20.5m).
Business Review
Wilmington has made significant progress during the six months to December 2007
in achieving its strategic goals. We have delivered strong revenue and profit
growth from continuing operations, as well as capital profits from the disposal
of assets. We continue to invest in exciting new initiatives and have made
further acquisitions to develop our portfolio of businesses.
We announced in July 2007 that the Singapore Authorities had commissioned a
major programme of compliance training and assessment. Since then we have
established offices in Singapore, the first course programmes have been
accredited by the Singapore authorities, and extensive course materials are
being developed and expensed. The first tranche of courses commenced in January,
with good delegate numbers. As we have previously highlighted, the development
of the Singapore compliance programmes will require significant further budgeted
investment during the current financial year. We are very pleased by the
promising progress made to date and remain confident that this development will
start to produce positive returns in the next financial year.
We announced on 19 July 2007 that the company had decided to buy back £5m of its
ordinary shares by market value. In September, following the disposal referred
to below, we extended the buy back from the initial target of £5m to £12m of
ordinary shares. At the close of business on 25 February 2008 we had purchased
1,472,000 shares and have paid £3.1m. The share buy back programme is ongoing.
On 14 August 2007 we announced the completion of the disposal of Wilmington
Media and Dewberry Redpoint for a cash consideration of £12m. I am pleased to
report a modest capital profit on the sale, which is partly offset by normal
seasonal losses from the discontinued businesses during July and the early part
of August.
As stated in the report and accounts for the year ended 30 June 2007,
discontinued operations generated a profit before amortisation and taxation of
£1.2m in the twelve months ended 30 June 2007. Whilst the principal risks and
uncertainties remain substantially the same as those referred to in last year's
Annual Report, as a consequence of the disposals we have substantially reduced
our dependence on magazine display advertising and have retained strong
information centric businesses with significant subscription revenues that
historically have low cyclicality.
On 27 November 2007 we announced the acquisition of 80% of the fully diluted
share capital of the Matchett Group Limited ('Matchett'), a professional
training business with particular emphasis on the annual graduate induction
courses for major investment banks both in the UK and the US, for an initial
cash consideration of £5.7m and the repayment of existing debt of £3.9m. The
integration of Matchett into the CLT Group is progressing well. I am also
pleased to report that Matchett has subsequently won a number of new contracts
from investment banks, which bodes well for its prospects going forward.
Legal and Regulatory
The Legal and Regulatory division has delivered a strong performance in the six
months ended 31 December 2007. Revenue has grown 14.3% to £32.2m (2006: £28.1m).
The acquisition of Matchett, the launch of the Singapore compliance programme
and other minor acquisitions have had only minimal impact on the revenues of the
division for the half year. Underlying revenues from businesses owned at 31
December 2006 grew by 9.8% to £30.9m (2006:£28.1m) in the six months to 31
December 2007.
Segmental profits, for the six months ended 31 December 2007 before central
overheads and amortisation have increased by 9.8% to £6.4m (2006: £5.8m).
Excluding the impact of the acquisitions and the Singapore launch underlying
segmental profits before central overheads and amortisation increased by 13.0%
to £6.6m (2006: £5.8m).
The previously reported trend of growing Internet and digital revenues has
continued and has enhanced the performance of our publishing business. In
particular, Pendragon (pensions), for which revenues are entirely digital
reported profits up 30.0% compared to the same period in the prior year.
In February 2008 we acquired the Professional Information publisher, AP
Information Services ('APIS') for a cash consideration of £5.8m. APIS, which is
a leading provider of specialist information on pension funds and their
advisers, will be integrated into Waterlow Professional Publishing. APIS is a
highly complementary addition to both Waterlow and Pendragon.
We have seen a robust performance from our continuing professional development
programmes for lawyers. Bond Solon, which provides training in law for non
lawyers, has also seen good growth, with strong forward sales momentum. The
international programmes in trust, wealth management, compliance and anti money
laundering remained buoyant despite the turbulence in the financial markets.
Early indications for the acquisition of Matchett are positive, as the
investment banks appear to be maintaining their graduate recruitment.
Whilst investing in a number of new initiatives, including a small bolt on
acquisition, Mercia has performed ahead of our expectations since its
acquisition in October 2006.
Business Information
Wilmington Business Information has performed well despite the management time
focussed on the disposal of non-core publishing assets during the period. Both
Healthcare and Media divisions have performed strongly and overall revenue from
Business Information grew by 8.3% to £7.8m (2006: £7.2m). Segmental profits from
continuing operations before central overheads and amortisation grew to £0.8m
(2006: £0.7m).
The sale of Wilmington Media and Dewberry Redpoint has necessitated some
restructuring of our Business Information division to segregate retained
businesses from the disposed businesses, including the relocation of some of our
continuing operations. This has now been substantially completed.
Outlook
Wilmington will continue to develop its position as a leading provider of
training and information to key professional business markets. To facilitate
growth we have strengthened our management team and infrastructure to create an
effective and robust platform for expansion. We will continue to underpin our
organic growth with strategic acquisitions and focussed investments.
As in previous years, we expect the Group's performance to be weighted
significantly towards the second half of the financial year. Whilst we continue
to be alert to trading conditions across our chosen markets, and the general
economic outlook, we believe that our business is robust and is substantially
underpinned by the provision of 'must have' information and training. The full
year outlook for the Group continues to be positive and our markets offer
excellent opportunities for the long term.
David L Summers
Chairman
27 February 2008
Wilmington Group plc
Consolidated Income Statement
Six months Six months Twelve months
ended ended ended
31 December 31 December 30 June
2007 2006 2007
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Revenue 1 39,946 35,333 81,453
Cost of sales (13,698) (12,309) (27,064)
---------------------------------------
Gross profit 26,248 23,024 54,389
Operating expenses excluding
amortisation (20,093) (17,435) (37,904)
Amortisation (2,264) (1,981) (3,922)
---------------------------------------
Profit from continuing operations
before non-recurring items 3,891 3,608 12,563
Non-recurring items - 1,208 1,208
---------------------------------------
Profit from continuing operations
after non-recurring items 3,891 4,816 13,771
Finance costs (485) (592) (1,239)
---------------------------------------
Profit on ordinary activities
before taxation 3,406 4,224 12,532
Income tax expense 2 (974) (1,278) (3,343)
---------------------------------------
Profit on ordinary activities
after taxation 2,432 2,946 9,189
(Loss)/profit on discontinued
operations after taxation 3 (169) (38) 696
---------------------------------------
Net profit for the period 2,263 2,908 9,885
=======================================
Attributable to equity holders
of the parent 2,025 2,724 9,246
=======================================
Minority interest 238 184 639
=======================================
Earnings per share attributable
to equity holders of the parent
Continuing operations: 5(a)
Basic earnings per share 2.62p 3.29p 10.18p
Diluted earnings per share 2.61p 3.29p 10.14p
Adjusted basic earnings per
share 4.50p 3.95p 12.44p
Continuing and discontinued 5(b)
operations:
Basic earnings per share 2.41p 3.25p 11.01p
Diluted earnings per share 2.41p 3.24p 10.97p
Adjusted basic earnings per
share 4.35p 4.22p 13.90p
Consolidated Statement of Recognised Income and Expense
Six months Six months Twelve months
ended 31 ended 31 ended 30
December December June
2007 2006 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Exchange differences on translation
of foreign operations (5) (21) -
Interest rate swap (loss)/gain
taken directly to equity (587) - 560
Actuarial (loss)/gain taken
directly to equity - (11) 197
Capital reserve realised on disposal of
businesses taken directly to equity 949 - -
Tax on items taken directly
to equity (109) 3 (227)
---------------------------------------
Net income/(expense) recognised
directly in equity 248 (29) 530
Net profit for the period 2,263 2,908 9,885
---------------------------------------
Total recognised income and
expense for the period 2,511 2,879 10,415
=======================================
Attributable to
Equity holders of the parent 2,273 2,695 9,776
Minority interests 238 184 639
---------------------------------------
2,511 2,879 10,415
=======================================
Wilmington Group plc
Consolidated Balance Sheet
As at As at As at
31 December 31 December 30 June
2007 2006 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Non-current assets
Goodwill 54,981 49,207 47,934
Intangible assets 37,936 37,336 31,615
Property, plant and equipment 8,133 11,442 8,131
Deferred tax asset 123 129 228
---------------------------------------
101,173 98,114 87,908
---------------------------------------
Current assets
Inventories 1,837 2,032 1,573
Trade and other receivables 19,534 19,694 24,192
Derivative financial asset - - 560
Cash 4,063 4,146 4,443
---------------------------------------
25,434 25,872 30,768
---------------------------------------
Non-current assets held for sale - - 9,715
---------------------------------------
Total assets 126,607 123,986 128,391
---------------------------------------
Current liabilities
Trade and other payables (31,580) (27,752) (35,122)
Tax liabilities (1,942) (2,120) (2,649)
Derivative financial liability (27) - -
Bank overdrafts and loans (3,848) (4,673) (3,306)
---------------------------------------
(37,397) (34,545) (41,077)
---------------------------------------
Non-current liabilities
Bank loans (15,000) (20,000) (13,000)
Retirement benefit obligation - (246) (18)
Deferred tax liability (7,674) (5,888) (5,188)
---------------------------------------
(22,674) (26,134) (18,206)
---------------------------------------
Total liabilities (60,071) (60,679) (59,283)
---------------------------------------
Net assets 66,536 63,307 69,108
=======================================
Equity
Share capital 4,216 4,208 4,208
Share premium account 43,204 42,977 43,006
Treasury shares (1,547) - -
Capital reserve - 949 949
Translation reserve (16) (32) (11)
Share option reserve 135 108 125
Retained earnings 17,598 13,300 18,677
---------------------------------------
Equity shareholders' funds 63,590 61,510 66,954
Minority interests 2,946 1,797 2,154
---------------------------------------
Total equity 66,536 63,307 69,108
=======================================
Wilmington Group plc
Consolidated Cash Flow Statement
Six months Six months Twelve
ended 31 ended 31 months
December December ended 30
2007 2006 June 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Note
Net cash flow from operating
activities 7 3,194 1,912 13,713
Investing activities
Purchase of property, plant and equipment (478) (534) (1,092)
Sale of property, plant and equipment 9 42 35
Purchase of subsidiary undertakings and minority (9,809) (7,210) (8,374)
interests
Cash acquired on purchase of subsidiary undertakings 123 966 1,534
Cash movement of disposal of subsidiary undertakings (783) - (32)
Sale of subsidiary undertakings 10,200 - 696
Purchase of goodwill and intangible assets (520) (430) (1,370)
Sale of intangible assets - - 28
---------------------------------------
Net cash used in investing activities (1,258) (7,166) (8,575)
---------------------------------------
Financing activities
Dividends paid to equity holders of the parent (3,352) (2,257) (3,940)
Dividends paid to minority shareholders in (166) (218) (292)
subsidiary undertakings
Issue of ordinary shares 207 347 376
Purchase of treasury shares (1,547) - -
Increase/(decrease) in long term loans 2,000 4,000 (3,000)
---------------------------------------
Net cash flows from financing activities (2,858) 1,872 (6,856)
---------------------------------------
Net (decrease) in cash and cash equivalents (922) (3,382) (1,718)
Cash and cash equivalents at beginning of the period 1,137 2,855 2,855
---------------------------------------
Cash and cash equivalents at end of the period 215 (527) 1,137
=======================================
Notes to the Accounts
1. Segmental information
Six months Six months Twelve months
ended 31 ended 31 ended 30
December December June
2007 2006 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Revenue:
Legal and Regulatory 32,152 28,138 65,319
Business Information 7,794 7,195 16,134
---------------------------------------
39,946 35,333 81,453
=======================================
To allow shareholders to gain a better understanding of the trading performance
of the Group, segmental results are shown both before and after allocating
non-recurring costs and amortisation.
Six months Six months Twelve months
ended 31 ended 31 ended 30
December December June
2007 2006 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Note
Segmental profit before amortisation:
Legal and Regulatory 6,384 5,812 15,736
Business Information 811 716 2,969
---------------------------------------
Total segmental profit 7,195 6,528 18,705
Less:unallocated central overheads (1,040) (939) (2,220)
---------------------------------------
Profit from continuing operations before
amortisation and non-recurring items 6,155 5,589 16,485
Add:non-recurring items - 1,208 1,208
---------------------------------------
Profit from continuing operations after
non-recurring items 6,155 6,797 17,693
Less: finance costs (485) (592) (1,239)
---------------------------------------
Profit before taxation and amortisation 5,670 6,205 16,454
Less:amortisation (2,264) (1,981) (3,922)
---------------------------------------
Profit on ordinary activities before
taxation 3,406 4,224 12,532
Income tax expense 2 (974) (1,278) (3,343)
(Loss)/profit on
discontinued operations after taxation 3 (169) (38) 696
---------------------------------------
Net profit for the period 2,263 2,908 9,885
=======================================
Segmental profit after amortisation:
Legal and Regulatory 4,728 4,502 12,985
Business Information 218 45 1,822
---------------------------------------
Total segmental profit 4,946 4,547 14,807
Less: unallocated central overheads including
central amortisation (1,055) (939) (2,244)
---------------------------------------
Profit from continuing operations before
non-recurring items 3,891 3,608 12,563
Add: non-recurring items - 1,208 1,208
---------------------------------------
Profit from continuing operations after
non-recurring items 3,891 4,816 13,771
Less: finance costs (485) (592) (1,239)
---------------------------------------
Profit on ordinary activities before
taxation 3,406 4,224 12,532
Tax on ordinary activities 2 (974) (1,278) (3,343)
(Loss)/profit for the period from
discontinued operations 3 (169) (38) 696
---------------------------------------
Net profit for the period 2,263 2,908 9,885
=======================================
2. Income tax expense
Six months Six months Twelve months
ended 31 ended 31 ended 30
December December June
2007 2006 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
The tax charge comprises:
UK corporation tax at current rates 1,361 1,572 4,521
Adjustment to previous year 8 - (12)
---------------------------------------
1,369 1,572 4,509
Foreign tax 134 138 317
---------------------------------------
1,503 1,710 4,826
Deferred tax credit (529) (432) (1,483)
---------------------------------------
Income tax expense 974 1,278 3,343
=======================================
3. (Loss)/profit for the period from discontinued operations
As explained in note 6, the Company sold certain of its businesses in August
2007. The results of these businesses are treated as discontinued operations,
their net result has been included in the consolidated Income Statement as the
(loss)/profit on discontinued operations after tax, and the comparatives have
been restated on a consistent basis. Their results are as follows:
Six months Six months Twelve months
ended 31 ended 31 ended 30
December December June
2007 2006 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Revenue 1,937 10,396 21,687
Expenses (2,147) (10,075) (20,503)
---------------------------------------
(Loss)/profit before amortisation and taxation (210) 321 1,184
Amortisation (63) (376) (753)
---------------------------------------
(Loss)/profit before taxation (273) (55) 431
Attributable tax credit/(charge) 82 17 (129)
---------------------------------------
Net operating (loss)/profit attributable to
discontinued operations (191) (38) 302
---------------------------------------
Profit on disposal of discontinued operations 496 - 246
Attributable tax (charge)/credit (474) - 148
---------------------------------------
22 - 394
---------------------------------------
(Loss)/profit on discontinued operations
after taxation (169) (38) 696
=======================================
In addition this disposal has resulted in the realisation of a capital reserve
of £949,000 before taxation which is required to be recognised in equity rather
than the Income Statement.
4. Dividends
Amounts recognised as distributions to equity holders in the period.
Six months Six months Twelve months Six months Six months Twelve months
ended ended ended ended ended ended
31 December 31 December 30 June 31 December 31 December 30 June
2007 2006 2007 2007 2006 2007
(unaudited) (unaudited) (audited) (unaudited) (unaudited) (audited)
Pence per share Pence per share Pence per share £'000 £'000 £'000
Final dividends
recognised as
distributions in
the period 4.00 2.70 2.70 3,352 2,257 2,257
Interim dividends
recognised as
distributions
in the period - - 2.00 - - 1,683
-------------------------------------------------------------------------------------------------
Total dividends 4.00 2.70 4.70 3,352 2,257 3,940
paid =================================================================================================
Dividend proposed 2.30 2.00 4.00 1,911 1,682 3,366
=================================================================================================
5. Earnings per share
To allow shareholders to gain a better understanding of the trading performance
of the Group, an adjusted earnings per ordinary share has been calculated using
an adjusted profit after taxation and minority interests but before amortisation
of intangible assets, share based payments and post-taxation non-recurring
costs.
(a) From continuing operations
The calculation of the basic and diluted earnings per share is based on the
following data:
Six months Six months Twelve
ended 31 ended 31 months
December December ended 30
2007 2006 June 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Earnings from continuing operations for the purpose
of basic earnings per share excluding discontinued
operations 2,194 2,762 8,550
Add: Amortisation (net of minority interest effect
and deferred tax) 1,569 1,387 2,720
Non-recurring items after taxation - (846) (846)
Share based payments (net of tax) 7 12 24
---------------------------------------
Earnings for the purposes of adjusted earnings per
share 3,770 3,315 10,448
=======================================
Number
Weighted average number of ordinary shares for the
purposes of basic and adjusted earnings per share
after adjustment for treasury shares 83,860,262 83,862,081 83,989,179
Effect of dilutive potential ordinary shares
Exercise of share options 308,794 216,812 317,924
---------------------------------------
Weighted average number of ordinary shares for the
purposes of diluted earnings per share 84,169,056 84,078,893 84,307,103
=======================================
Basic earnings per share 2.62p 3.29p 10.18p
Diluted earnings per share 2.61p 3.29p 10.14p
Adjusted basic earnings per share 4.50p 3.95p 12.44p
Adjusted diluted earnings per share 4.48p 3.94p 12.39p
=======================================
(b) From continuing and discontinued operations
Six months Six months Twelve
ended 31 ended 31 months
December December ended 30
2007 2006 June 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Earnings fromm continuing operations for the purpose
of basic earnings per share excluding discontinued
operations 2,194 2,762 8,550
Adjustments to include the (loss)/profit for the period
from discontinued operations (169) (38) 696
---------------------------------------
Earnings from continuing and discontinued operations
for the purpose of basic earnings per share 2,025 2,724 9,246
Add: Amortisation (net of minority interest effect
and deferred tax) 1,613 1,650 3,247
Non-recurring items after taxation - (846) (846)
Share based payments (net of tax) 7 12 24
---------------------------------------
Earnings for the purposes of adjusted earnings
per share 3,645 3,540 11,671
=======================================
Basic earnings per share 2.41p 3.25p 11.01p
Diluted earnings per share 2.41p 3.24p 10.97p
Adjusted basic earnings per share 4.35p 4.22p 13.90p
Adjusted diluted earnings per share 4.33p 4.21p 13.84p
=======================================
(c) From discontinued operations
Six months Six months Twelve
ended 31 ended 31 months
December December ended 30
2007 2006 June 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Earnings from discontinued operations for the purpose
of basic earnings per share (169) (38) 696
Add: Amortisation (net of minority interest effect and
deferred tax) 44 263 527
---------------------------------------
Earnings for the purposes of adjusted earnings per
share (125) 225 1,223
=======================================
Basic earnings per share (0.20)p (0.05)p 0.83p
Diluted earnings per share (0.20)p (0.05)p 0.83p
Adjusted basic earnings per share (0.15)p 0.27p 1.46p
Adjusted diluted earnings per share (0.15)p 0.27p 1.45p
=======================================
6. Acquisitions and disposals
Acquisitions
On 27 November 2007 the Group acquired 80 per cent of the fully diluted share
capital of The Matchett Group Limited for a cash consideration of £5.7m and the
repayment of existing debt of £3.9m. Further consideration is payable in respect
of the 80 per cent stake dependent on profits during the year ending 31 December
2008. The aggregate amount payable for the 80 per cent stake comprising the
further consideration together with the initial consideration and repayment of
debt is capped at £15m. Since acquisition The Matchett Group Limited has
generated revenue of £491,000 and contributed a profit before tax and
amortisation to the Group of £71,000. Had the Group owned The Matchett Group
Limited for the whole twelve months since 31 December 2006 it would have
generated revenue of £8,651,000 and contributed a profit before tax and
amortisation to the Group of £1,153,000.
Put and call options have been entered into by CLT Group whereby the 20%
shareholders of Matchett can require CLT Group to acquire their shares for a
consideration based on a formula linked to future profits. Similarly from 2015,
CLT Group can require any remaining minority shareholders to sell their shares
to CLT Group, again based on a formula linked to profits. The amount payable
under the arrangements is capped at £21m (including the initial and deferred
consideration and debt repayments).
Assets and liabilities of subsidiary undertaking acquired:
Book value Adjustments Fair value
£'000 £'000 £'000
Property, plant and equipment 164 - 164
Inventories 29 - 29
Trade and other receivables 1,273 - 1,273
Cash 123 - 123
Trade and other payables (1,904) - (1,904)
Intangible assets - 8,008 8,008
Deferred tax 18 (2,242) (2,224)
---------------------------------------
(297) 5,766 5,469
=======================================
Less: minority interests (702)
----------------------------------------
4,767
Goodwill arising on consolidation 6,871
----------------------------------------
Consideration 11,638
========================================
Satisfied by cash (including
acquisition costs) 9,673
Deferred consideration 1,965
----------------------------------------
11,638
========================================
Provisional calculations have been made in respect of fair value adjustments and
to reflect alignment with the Group's accounting policies. At this stage the
fair value of the asset and liabilities acquired has not yet been finalised.
Full details will be given in the Group accounts for the twelve months ending 30
June 2008.
Disposals
On 14 August 2007, the Company sold all of its interest in Wilmington Media
Limited, Dewberry Redpoint Limited and Office Solutions Media Limited for a cash
consideration net of disposal costs (including the costs of providing
transitional services to the businesses disposed of) of £10.2 million which has
resulted in a modest gain on disposal (see note 3).
7. Net Cash from Operating Activities
Six months Six months Twelve
ended 31 ended 31 months
December December ended 30
2007 2006 June 2007
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Profit from operations after non-recurring items 3,891 4,816 13,771
Non-recurring items - (1,208) (1,208)
----------------------------------------
Profit from operations before non-recurring items 3,891 3,608 12,563
Cash effect of non-recurring items - 208 -
----------------------------------------
3,891 3,816 12,563
Operating (loss)/profit from discontinued operations (273) (55) 431
Depreciation of property, plant and equipment 636 717 1,519
Amortisation of intangible assets 2,327 2,357 4,675
(Profit)/loss on disposal of property, plant and
equipment (5) 1 10
Exchange translation differences (5) (21) -
Share option charge 10 17 34
----------------------------------------
Operating cash flows before movements in working
capital 6,581 6,832 19,232
(Increase) in inventories (689) (528) (69)
Decrease/(increase) in receivables 2,483 1,381 (3,097)
(Decrease)/increase in payables (2,695) (4,089) 2,900
----------------------------------------
Cash generated by operations 5,680 3,596 18,966
Tax paid (2,013) (1,096) (3,902)
Interest paid (473) (588) (1,351)
----------------------------------------
Net cash flow from operating activities 3,194 1,912 13,713
========================================
8. Risks and uncertainties
The principal risks and uncertainties affecting the business activities of the
Group remain those detailed on pages 7 and 8 of the Annual Report for the twelve
months ended 30 June 2007, a copy of which is available on the Company's website
at www.wilmington.co.uk.
The Interim Management Report in this Interim Report includes a comment on the
outlook for the Group for the remaining six months of the financial year.
9. Related party transactions
The only related party transactions to have taken place during the first half
year were normal business transactions between the Group and its subsidiary
undertakings.
10. Nature of Information
The Interim Report, which has not been audited, was approved by the directors on
27 February 2008.
The Interim Report has been prepared in accordance with the EU endorsed standard
IAS 34 'Interim Financial Reporting'. This interim financial information has
been prepared on the basis of the accounting policies adopted in the most recent
annual financial statements, these being for the year ended 30 June 2007. The
interim financial information for the six months to 31 December 2007 and the
comparative figures for the six months to 31 December 2006 are unaudited. The
comparative figures for the financial year ended 30 June 2007 are an abridged
version of the statutory accounts for that financial year. Those accounts have
been reported on by the Company's auditors and delivered to the Registrar of
Companies. The report of the auditors was unqualified and did not contain a
statement under section 237(2) or (3) of the Companies Act 1985.
The Interim Report has been sent to all shareholders, is available on our
website www.wilmington.co.uk and is available to the public from the registered
office.
This information is provided by RNS
The company news service from the London Stock Exchange