Interim Results

RNS Number : 6290Y

Wilmington Group Plc

26 February 2013

 



26 February 2013

WILMINGTON GROUP PLC

("Wilmington", "the Group" or "the Company")

Interim Results for the six months ended 31 December 2012

Wilmington Group plc, the provider of Information, Compliance and Education to professional marketstoday announces its interim results for the six months ended 31 December 2012.

Financial highlights

-    Adjusted EBITA¹ increased 10% to £7.1m (2011: £6.5m)

-    Adjusted EBITA margins improved to 17.4% (2011: 15.6%)

-    Adjusted Profit before Tax² was up 15% to £6.0m (2011: £5.3m)

-    Profit before Tax was up to £5.1m (2011: £0.9m)

-    Adjusted Earnings per Share³ were up 23% at 5.47p (2011: 4.45p)

-    Group revenues for the period were largely unchanged being 1.7% lower at £40.9m (2011: £41.6m) and 1.0% lower on a like-for-like basis

-    Disposal of surplus freehold property for £4.4m

-    Net debt reduced by £7.5m to £34.0m (2011: £41.5m)

-    Interim dividend maintained at 3.5p

Operational highlights

·       Good progress towards our strategic objectives

-    Continued transition to a better quality, higher margin business

-    Increased proportion of recurring subscription based revenues; now 39% of total revenue (2011: 37%)

-    Subscription and information sales now represent 59% of revenue (2011: 57%)

-    Growing international revenues; now 29.3% (2011: 28.6%)

-    Reduced exposure to advertising; now only 4% of revenue (2011: 5%)

-    Further controlled phasing out of legacy print products (print revenues now 2%, 2011: 3%)

-    Exit from contract directory publishing

-    Continued significant investment in technology and new product development

·       On track to achieve medium term financial targets;  to grow Adjusted  Profit Before Tax by 50% and improve Adjusted  EBITA margins by 5 percentage points by 2015⁴

·       Trading in line with management expectations, outlook for full year remains unchanged

·       Acquisition

     Acquisition on 7 February 2013 of NHiS further strengthens position in healthcare market and is consistent with our strategy of acquiring businesses with high repeat revenues and strong cash flows in the Group's key markets

¹           Adjusted EBITA - see note 5 to the interim financial statements

²           Adjusted Profit before Tax - see note 5 to the interim financial statements

³           Adjusted Earnings per Share - see note 12 to the interim financial statements

⁴           Targets announced in February 2012 based on results for year to 30 June 2011 

Mark Asplin, Chairman, commented:

"It has been a solid first six months' performance with strong growth in many key markets offset by the planned disposal and rationalisation of loss making and non-core activities. The new management structures have bedded down well and the emphasis has been on margin improvement, efficiency reviews and firm action to remove underperforming activities.

"We have seen good overall growth in profits and operating margins as we continue to develop our portfolio to meet our clients' changing information, compliance and education needs.  This together with reduced interest costs has resulted in a 15% increase in Adjusted Profit before Tax and a 23% increase in Adjusted Earnings Per Share. In particular, our Banking & Compliance and Pensions & Insurance divisions have both delivered strong profit and revenue growth.

"Our outlook for the full year remains unchanged. Whilst the broader economic conditions remain challenging, most of our market sectors have been resilient. The Group actively manages its cost base and the reorganisations announced last year have benefitted the Group. We expect to benefit further from the resultant cost savings over the next few months and are actively pursuing further efficiency gains across our businesses. Our acquisition of NHiS, completed on 7 February 2013, is an example of our emphasis on investing in quality, high margin, growth businesses within our key markets."

For further information, please contact:

Wilmington Group Plc   Charles Brady, Chief Executive Tony Foye, Finance Director FTI Consulting Charles Palmer

020 7422 6800 020 7831 3113

Notes to Editors

Wilmington Group plc is one of the UK's leading providers of Information, Compliance and Education for professional business markets. The Group provides business intelligence, information, training, education, events and support services for a variety of markets including the accountancy, banking, charities, financial services, healthcare, insurance, legal, and pensions sectors. Capitalised at approximately £135 million, Wilmington floated on the London Stock Exchange in 1995.

A copy of the investor presentation is available on the Group's website www.wilmington.co.uk from 11.00 am today.

Interim Management Report

I am pleased to present my report on Wilmington's results for the six months ended 31 December 2012.  During the period Wilmington has performed well and produced another solid performance with Adjusted EBITA¹ up 10% to £7.1m from £6.5m in 2011. Revenues were down 1.7% to £40.9m (2011: £41.6m) reflecting the disposal of businesses since last year, continued rationalisation of underperforming businesses, our exit from contract directory publishing and currency translation. Underlying revenues were down 1.0% compared to the same period in 2011.

Adjusted Net Profit before tax ² was up 15% to £6.0m (2011: £5.3m).

We indicated in September that we were seeking to sell our surplus Paulton House freehold property.  The disposal of this property was completed in December 2012 for proceeds of £4.4m which have been applied to help reduce our borrowings available under our £65m multi-currency revolving credit facility. The property sale proceeds together with strong trading cash flow have reduced finance costs in the period by 18% (£0.2m) and our borrowings by £7.5m (18%) to £34.0m compared to £41.5m at 31 December 2011.

Business Strategy

Wilmington's strategy is to increase shareholder value by delivering sustainable and growing profits from servicing the information, compliance and education requirements of professional business markets.

Our investment strategy is focused on developing existing and acquiring new businesses with high repeat revenues and strong, cash generative income streams both in the UK and overseas.  The result of implementing this strategy will be a business with an increasing proportion of revenues derived from subscriptions to products which disseminate content-rich, high-value information digitally.  Tighter regulatory control and more complex legislation in our key markets will continue to drive the demand for our products and services, both in the UK and abroad.

Operational Review

As announced in December 2012 we now manage and report our business by reference to six market areas; Pensions & Insurance, Banking & Compliance, Healthcare, Business Intelligence, Accountancy and Legal.

Pensions & Insurance (16% of Group revenue, 33% of Group Contribution⁴)

This division, which includes Axco, Pendragon and ICP, provides in depth regulatory and compliance information, market intelligence, analysis and workflow tools for the international insurance market and the UK pensions industry.

Divisional revenue grew 8%.  Axco, which has benefitted from significant investment since joining the Group, reported 13% revenue growth helped by the launch of new digital subscription products and analytics services. Sales were also boosted by increasing demand from emerging markets.  Pendragon maintained its market leading position in the UK pensions market and recorded steady growth of 2%. ICP has seen an increase in demand for credit reports, particularly in the Middle East, and recorded growth of 5%.

On top of continued investment in new products and associated infrastructure, contribution grew by 17% to £2.9m (2011: £2.5m) reflecting the operational leverage within the business.

Banking & Compliance (21% of Group revenue, 24% of Group Contribution⁴)

The Banking & Compliance division provides corporate finance and capital markets training and accredited programmes in compliance, anti-money laundering, financial crime and trust management. This division serves primarily tier 1 banks, the international financial services industry and major multinational companies.

The division continued its strong revenue growth with an increase of 9% compared to 2011. Adjusting for adverse currency movements the underlying growth was 10%. Growth drivers included the provision of compliance and anti-money laundering programmes to international banks and major multinational companies in the oil industry and on-line retailing.  We have also launched new initiatives in Australia, Hong Kong, Indonesia, Malaysia, the Middle East and Russia. 

Contribution was 25% ahead of last year at £2.1m (2011: £1.7m) despite continued investment in new programs and support systems which will help drive future growth.

Healthcare (15% of Group revenue, 15% of Group Contribution⁴)

This division includes Agence de Presse Médicale, our French language medical news agency, OnMedica, our digital healthcare marketing business, and Binley's, our UK healthcare information business.

Revenue was down 8% (£0.5m) but, adjusting for adverse currency movements (£0.2m), the underlying revenue was down 5%.  This underlying variance was due to a scaling back of OnMedica (£0.1m) and a fall-off in lower margin mailing services (£0.2m) partly in response to uncertainty over the planned NHS changes due in April 2013.

The higher margin business intelligence unit has seen significant growth albeit from a low base, growing from £0.1m in 2011 to £0.3m in 2012. NHiS, which was acquired in February 2013, has also enjoyed significant growth in this area.

Benefiting from these higher margin activities, contribution increased by 9% to £1.3m (2011: £1.2m).

Business Intelligence (13% of Group revenue, 12% of Group Contribution⁴)

This division includes our Data Suppression and Fraud Prevention services as well as our Charities, Fund Management and Film & TV services. The division is undergoing the most significant transformation of all our businesses, as it transitions from print based information to digital services, subscription information products and workflow tools. Digital services now represent 68% of divisional revenues (2011: 70%) reflecting the exit last year from Contract Directory Publishing.

Overall turnover was down 4% (£0.2m). As previously announced, we exited contract directory publishing in June 2012.  This reduced turnover by £0.6m compared to the same period in the prior year and the underlying increase in our digital/online services, representing higher quality income streams, did not fully offset the rate of decline in corresponding print revenues.

It was encouraging that in September 2012 the Charity Choice website won the prestigious New Product Development of the Year (Digital Media) at the PPA Awards.

Contribution dropped by 28% to £1.0m (2011: £1.4m) reflecting increased depreciation associated with the investment in the new digital products and the effect of eliminating recognition of print work in progress

Accountancy (12% of Group revenue, 8% of Group Contribution⁴)

The Accountancy division is the leading provider of training, technical support and marketing services to accountancy firms in the UK.

The first half of the year saw further reduction of marginal Quorum branded training courses together with a further decline in printed materials offset by growth in digital replacement products. Overall revenues declined by 4% but contribution increased by 10% (£0.1m) due to improved operational efficiency.

Legal (23% of Group revenue, 8% of Group Contribution⁴)

The Legal division provides a range of training, professional support services and information including Continuing Legal Education (CLE), expert witness training, databases and magazines.  It saw revenue reduce by 9% (£1.0m). This reduction reflects the disposal of our company formations business in June 2012 (which contributed £0.5m to turnover in 2011) resulting in an underlying revenue decline of 5% and the continued rationalisation of our conference and course programme, a process started in late 2011.

On 3 January 2013 we transferred our Ark Australia operation to local management due to declining market conditions. Revenue from this area was £0.2m down on 2011 in the period.

There were positive improvements in other legal markets notably in public CLE courses, which saw an 8% increase in revenues, and our Bond Solon business which also saw revenue grow by 8% driven partly by high demand for its services following its involvement in the Abramovich case.

The new legal division management team and structure are working well and despite challenging market conditions the division improved its contribution by 61% to £0.7m (2011: £0.4m).

Group Overheads

Group overheads, which include Board and  head office salaries and associated costs as well as unallocated central overheads and foreign exchange gains or losses on translating foreign currency assets and liabilities, increased by £0.2m to £1.5m.  Overheads in 2011 benefitted by £0.2m from foreign currency gains on revaluing foreign currency assets which reversed by the end of 2012. Therefore like-for-like the increase in group overheads was 4%.

Financial Performance

Revenue for the six months to 31 December 2012 was largely unchanged being £0.7m lower at £40.9m (2011: £41.6m). On a like-for-like basis (excluding the impact of acquisitions, foreign exchange and disposals) revenue was down 1.0%.  Adjusted EBITA¹ was up 10% at £7.1m (2011: £6.5m).

Adjusted Profit before Tax² increased by 15% to £6.0m (2011: £5.3m).  This reflects an increase in Adjusted EBITA margins together with a reduction in interest from £1.3m (2011) to £1.1m as a result of reduced borrowings.

Profit before Tax increased to £5.1m from £0.9m reflecting a net profit of £3.3m from the disposal of Paulton House, lower bank charges and interest and improved EBITA.

Adjusted Earnings per Share³ increased by 23% to 5.47p (2011: 4.45p).  Basic earnings per share increased to 5.67p from 0.61p and diluted earnings per share increased to 5.49p from 0.59p.

Balance Sheet

Net assets increased by £3.2m compared to 30 June 2012 from £51.6m to £54.8m.

Tangible Fixed Assets decreased by £0.3m to £6.4m reflecting the permanent reduction in value of a freehold property.  Intangible Assets decreased by £2.6m, reflecting normal amortisation charges.

In June 2012 we announced our exit from contract directory publishing and this was reflected in the elimination of significant investments in Stocks and WIP which have reduced by £1.0m to £nil compared to 31 December 2011.

Trade Debtors within Trade and Other Receivables were down £0.9m compared to 30 June 2012 reflecting good credit control and some timing differences on subscription renewals in Axco which were resolved by the middle of January 2013.

Trade and Other Payables were down £3.4m compared to 30 June 2012. Within this category, Subscriptions and Deferred Income were down £1.7m compared to 30 June 2012 and down £1.8m compared to 31 December 2011. Of this £1.7m, £0.6m relates to foreign exchange differences and the exit from the contract publishing business and £0.7m relates to reductions associated with reduced numbers of events.  The remaining shortfall was temporarily affected by timing on some Axco subscription renewals. By the end of January 2013 the contract renewals were complete and Axco deferred revenue was up over 10% on the same period in 2012.    

Operating cash flow declined marginally to £5.2m (2011: £5.7m). Overall debt was down to £34.0m (representing 52% of our debt facility of £65m) a reduction of £2.2m compared to 30 June 2012. This £2.2m reduction was helped by the property disposal proceeds of £4.4m and the re issue of Treasury Shares for £1.0m offset by £0.6m non-recurring costs (2011: £0.6m) and £1.7m for the purchase of a minority holding.  Cash flow conversion which is seasonally low in the first six months was 73% compared to 87% in the same period in 2011. The lower conversion level was the result of a build-up of creditors to 30 June 2012 preceding the transfer of back office finance processing to the Group's central location and the exit from the seasonally weighted contract directory publishing business.

Dividend

It is the Board's intention to maintain the dividend at the same level as the prior year.  An interim dividend of 3.5p per share (2011: interim 3.5p, June 2012 final 3.5p) will be paid on 11 April 2013 to shareholders on the share register as at 15 March 2013.

Board Changes

In November 2012 Basil Brookes, who had been the Finance Director since the Company's listing in 1992, retired. The Board wishes to record its thanks to Basil for his hard work and significant contribution to the Group over many years and wishes him a happy retirement. Basil was succeeded by Tony Foye at the Annual General Meeting on 14 November 2012.

NHiS

On 7 February 2013 Wilmington acquired NHiS, a leading provider of business intelligence, data analysis, workflow tools and other services to pharmaceutical companies in the UK for £5.6m. Around 40% of its revenue is derived from subscriptions and the business has enjoyed high overall renewal rates as defined by customer spend in excess of 90%. Over 75% of NHiS revenue is delivered digitally.

The acquisition of NHiS is consistent with Wilmington's strategy of acquiring businesses with high repeat revenues and strong, cash generative income streams in the Group's key markets. The business will form part of the Wilmington Healthcare division and will work closely with the highly complementary Binley's healthcare information business.  

Outlook

Our outlook for the full year remains unchanged.  Whilst economic conditions remain challenging, most areas of our business have been resilient and our internationally focussed divisions are generating good growth.  This growth, alongside cost savings and management changes which have already been implemented, should result in an outcome for the full year in line with our expectations.

The investments made during the last financial year and those being made this year are expected to continue to transition the Group to a higher quality, higher margin business, which can deliver our medium term growth targets.

Mark Asplin

Chairman

¹                     Adjusted EBITA - see note 5 to the interim financial statements

²                     Adjusted Profit before Tax - see note 5 to the interim financial statements

³                     Adjusted Earnings per Share - see note 12 to the interim financial statements

⁴              Group Contribution - see note 6 to the interim financial statements

Consolidated Income Statement

		Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months ended 30 June  2012
		(unaudited)	(unaudited)	(audited)
	Notes	£'000	£'000	£'000
Revenue	6	40,924	41,635	85,326
Cost of sales		(12,557)	(13,401)	(25,824)
Gross profit		28,367	28,234	59,502
Operating expenses excluding amortisation and non-recurring items		(21,273)	(21,820)	(43,494)
Amortisation	14	(3,120)	(3,082)	(6,046)
Operating expenses before non-recurring items		(24,393)	(24,902)	(49,540)
Net gain on disposal of property	7	3,319	-	-
Other non-recurring items	7	(1,043)	(1,003)	(924)
Total net operating expenses		(22,117)	(25,905)	(50,464)
Operating profit		6,250	2,329	9,038
Finance income		1	24	2
Finance costs	8	(1,159)	(1,414)	(2,712)
Profit on continuing activities before income tax		5,092	939	6,328
Income tax expense	9	(258)	(229)	(1,274)
Profit for the period		4,834	710	5,054
Attributable to :
Owners of the Parent		4,789	512	4,884
Non-controlling interests		45	198	170
		4,834	710	5,054
Earnings per share attributable to Owners of the Parent
Basic earnings per share	12	5.67p	0.61p	5.81p
Diluted earnings per share	12	5.49p	0.59p	5.63p

The above Consolidated Income Statement should be read in conjunction with the accompanying notes.

All items in the current and comparative periods relate to continuing activities.

Consolidated Statement of Comprehensive Income

		Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months ended 30 June  2012
		(unaudited)	(unaudited)	(audited)
		£'000	£'000	£'000
Profit for the period		4,834	710	5,054
Other comprehensive (expense)/income
Interest rate swap fair value loss taken directly to equity		(12)	(786)	(926)
Tax on interest rate swap fair value loss taken directly to equity		3	204	212
Exchange translation differences		(51)	(49)	13
Other comprehensive expense for the period, net of tax		(60)	(631)	(701)
Total comprehensive income for the period		4,774	79	4,353
Total comprehensive income for the period  attributable to :
- Owners of the Parent		4,730	(124)	4,172
- Non-controlling interests		44	203	181
		4,774	79	4,353

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

		Attributable to Equity Shareholders of the Company
		Share capital (note 19) £'000	Share option reserve £'000	Translation reserve £'000	Retained earnings £'000	Total £'000	Non- controlling interests £'000	Total equity £'000
At 1 July 2011 (audited)		45,771	820	91	6,164	52,846	50	52,896
Profit for the period		-	-	-	512	512	198	710
Exchange translation difference		-	-	(54)	-	(54)	5	(49)
Interest rate swap fair value gain taken directly to equity		-	-	-	(786)	(786)	-	(786)
Tax on interest rate swap fair value gain taken directly to equity		-	-	-	204	204	-	204
		45,771	820	37	6,094	52,722	253	52,975
Dividends paid		-	-	-	(2,946)	(2,946)	(10)	(2,956)
Net movement on share based payment reserve		-	18	-	295	313	-	313
Issue of share capital during the period		1,503	-	-	-	1,503	-	1,503
Obligation to issue shares		(1,746)	-	-	243	(1,503)	-	(1,503)
Movement in offset of provisions for future purchase of non-controlling interests		-	-	-	-	-	(194)	(194)
At 31 December 2011 (unaudited)		45,528	838	37	3,686	50,089	49	50,138
Profit for the period		-	-	-	4,372	4,372	(28)	4,344
Exchange translation difference		-	-	56	-	56	6	62
Non-controlling interests in subsidiary undertaking sold during the year		-	-	-	-	-	(50)	(50)
Interest rate swap fair value loss taken directly to equity		-	-	-	(140)	(140)	-	(140)
Tax on interest rate swap fair value loss taken directly to equity		-	-	-	8	8	-	8
		45,528	838	93	7,926	54,385	(23)	54,362
Dividends paid		-	-	-	(2,945)	(2,945)	-	(2,945)
Net movement on share based payment reserve		-	(23)	-	179	156	-	156
Movement in offset of provisions for future purchase of non-controlling interests		-	-	-	-	-	23	23
At 30 June 2012 (audited)		45,528	815	93	5,160	51,596	-	51,596
Profit for the period		-	-	-	4,789	4,789	45	4,834
Exchange translation difference		-	-	(50)	-	(50)	(1)	(51)
Interest rate swap fair value loss taken directly to equity		-	-	-	(12)	(12)	-	(12)
Tax on interest rate swap fair value loss taken directly to equity		-	-	-	3	3	-	3
		45,528	815	43	9,940	56,326	44	56,370
Dividends paid		-	-	-	(2,974)	(2,974)	(27)	(3,001)
Net movement on share based payment reserve		-	311	-	-	311	-	311
Reissue of treasury shares during the period		1,652	-	-	(614)	1,038	-	1,038
Movement in non-controlling interests		-	-	-	-	-	80	80
Movement in offset of provisions for future purchase of non-controlling interests		-	-	-	-	-	13	13
At 31 December 2012 (unaudited)		47,180	1,126	43	6,352	54,701	110	54,811

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Consolidated Balance Sheet

		31 December 2012	31 December 2011	30 June 2012
		(unaudited)	(unaudited)	(audited)
	Notes	£'000	£'000	£'000
Non-current assets
Goodwill	14	74,505	74,737	74,593
Intangible assets	14	28,886	33,737	31,522
Property, plant and equipment	14	6,430	7,525	6,772
Deferred income tax asset		727	536	639
		110,548	116,535	113,526
Current assets
Inventories		42	997	59
Trade and other receivables	15	18,849	20,098	20,110
Derivative financial assets		38	-	-
Cash and cash equivalents		4,000	3,208	3,954
		22,929	24,303	24,123
Assets held for sale		-	-	888
Total assets		133,477	140,838	138,537
Current liabilities
Trade and other payables	16	(32,181)	(34,463)	(35,552)
Current income tax liabilities		(952)	(988)	(1,122)
Deferred consideration		(160)	-	(160)
Derivative financial liabilities		-	-	(26)
Bank overdrafts		-	(2,678)	(2,159)
Provisions for future purchase of non-controlling interests	17	-	(1,822)	(1,808)
		(33,293)	(39,951)	(40,827)
Non-current liabilities
Bank loans net of facility fees	18	(37,341)	(41,094)	(37,218)
Deferred consideration		(648)	(909)	(767)
Derivative financial liabilities		(1,458)	(1,371)	(1,446)
Deferred tax liabilities		(5,755)	(7,207)	(6,518)
Provisions for future purchase of non-controlling interests	17	(171)	(168)	(165)
		(45,373)	(50,749)	(46,114)
Total liabilities		(78,666)	(90,700)	(86,941)
Net assets		54,811	50,138	51,596
Equity
Share capital	19	4,305	4,305	4,305
Share premium	19	45,231	45,231	45,231
Treasury shares	19	(2,356)	(4,008)	(4,008)
Translation reserve		43	37	93
Share based payments reserve		1,126	838	815
Retained earnings		6,352	3,686	5,160
Equity attributable to Owners of the Parent		54,701	50,089	51,596
Non-controlling interests		110	49	-
Total equity		54,811	50,138	51,596

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flow

		Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months              ended 30 June  2012
		(unaudited)	(unaudited)	(audited)
	Notes	£'000	£'000	£'000
Cash inflows from operating activities
Cash generated from operations before non-recurring items	20	5,213	5,692	17,414
Net interest paid		(984)	(1,323)	(2,347)
Tax paid		(1,280)	(1,383)	(3,080)
Net cash inflow from operating activities		2,949	2,986	11,987
Investing activities
Purchase of businesses		-	-	(465)
Cash acquired on purchase of business		-	190	190
Cash received from a non-controlling interest		80	-	-
Net sale proceeds from sale of businesses and subsidiary undertakings		-	-	937
Purchase of non-controlling interests	17	(1,707)	-	-
Deferred consideration		(161)	-	-
Non-recurring costs		(633)	(634)	(1,062)
Purchase of property, plant and equipment	14	(506)	(651)	(952)
Proceeds from sale of property, plant and equipment		4,407	155	55
Purchase of intangible assets		(261)	(634)	(1,077)
Proceeds from sale of intangible assets		-	-	39
Consideration from sale of business		-	31	-
Net cash generated from/(used) used in investing activities		1,219	(1,543)	(2,335)
Financing activities
Dividends paid to Owners of the Parent		(2,974)	(2,946)	(5,891)
Dividends paid to non-controlling interests in subsidiary undertakings		(27)	(11)	(10)
Reissue of treasury shares		1,038	-	-
Increase/(decrease) in long term loans		-	2,000	(2,000)
Net cash flows used in financing activities		(1,963)	(957)	(7,901)
Net increase in cash and cash equivalents, net of bank overdrafts		2,205	486	1,751
Cash and cash equivalents, net of bank overdrafts, at beginning of the period		1,795	44	44
Cash and cash equivalents, net of bank overdrafts, at end of the period		4,000	530	1,795
Reconciliation of net debt
Cash and cash equivalents at beginning of the period		3,954	2,321	2,321
Bank overdrafts at beginning of the period		(2,159)	(2,277)	(2,277)
Bank loans at beginning of the period	18	(38,000)	(40,000)	(40,000)
Net debt at beginning of the period		(36,205)	(39,956)	(39,956)
Net increase in cash and cash equivalents, net of bank overdrafts		2,205	486	1,751
(Increase)/decrease  in long term loans		-	(2,000)	2,000
Cash and cash equivalents at end of the period		4,000	3,208	3,954
Bank overdrafts at end of the period		-	(2,678)	(2,159)
Bank loans at end of the period	18	(38,000)	(42,000)	(38,000)
Net debt at end of the period		(34,000)	(41,470)	(36,205)

The above Consolidated Statement of Cash Flow should be read in conjunction with the accompanying notes.

Notes to the Financial Information

1.   General information

The Company is a public limited company incorporated and domiciled in the UK. The address of its registered office is 6-14 Underwood Street, London, N1 7JQ.

The Company has its primary listing on the London Stock Exchange.

This condensed consolidated interim financial information was approved for issue on 26 February 2013.

This unaudited condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.  Statutory accounts for the year ended 30 June 2012 were approved by the board of Directors on 18 September 2012 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

2.   Basis of preparation

This condensed consolidated interim financial information for the six months ended 31 December 2012 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34, ''Interim financial reporting'' as adopted by the European Union. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 30 June 2012, which have been prepared in accordance with IFRSs as adopted by the European Union, are available on the Group's website www.wilmington.co.uk.

Going Concern

The Group's forecast and projections, taking account of reasonably possible changes in trading performance, show that the Group will be able to operate well within the level of its current banking facilities. The Directors have therefore adopted a going concern basis in preparing this interim financial information.

3.   Accounting policies

The accounting policies applied are consistent with those of the annual Financial Statements for the year ended 30 June 2012, as described in those annual Financial Statements. 

The following new amendment to standards and interpretations, which does not have a material impact, is mandatory for the first time for the financial year beginning 1 July 2012: 

·      Amendment to IAS 1,''Presentation of Financial Statements'' on Other Comprehensive Income effective for accounting periods beginning on or after 1 July 2012. These Financial Statements have been prepared in accordance with this amendment.

The following new amendment to standards and interpretations is mandatory for the first time for the financial year beginning 1 July 2012, but is not currently relevant for the Group: 

·      Amendment to IAS 12 ''Income taxes'' on deferred tax, effective for accounting periods beginning on or after 1 January 2012.

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 July 2012 and have not been early adopted: 

·      IFRS 9, ''Financial instruments - classification and measurement of financial assets'', effective for accounting periods beginning on or after 1 January 2015. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      IFRS 10, ''Consolidated Financial Statements'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      IFRS 11, ''Joint arrangements'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      IFRS 12, ''Disclosures of interests in other entities'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      IFRS 13, ''Fair value measurement'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      IAS 19 (revised 2011) ''Employee benefits'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      IAS 27 (revised 2011) ''Separate Financial Statements'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      IAS 28 (revised 2011) ''Associates and joint ventures'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      Amendment to IFRS 1,''First time adoption on government grants'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      Amendments to IFRS 7 ''Financial instruments asset and liability offsetting'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

·      ''Annual improvements 2011'', effective for accounting periods beginning on or after 1 January 2013. Management will assess the impact on the Group of this standard prior to the effective date of implementation.

4.   Risks and uncertainties

The Group's principal risks and uncertainties remain as stated on page 19 of the Business Review in the Annual Report and Financial Statements for the year ended 30 June 2012.

The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk and foreign currency risk. At 31 December 2012, the Group had undrawn committed borrowing facilities of £27m, comprising a bank facility provided by Barclays Capital, HSBC and Royal Bank of Scotland. Any non-compliance with covenants within the borrowing arrangements could, if not waived, constitute an event of default with respect to such arrangements.  The Group was fully compliant with its financial covenants throughout each of the periods presented.

The Board reviews and agrees policies for managing each of these risks and they are summarised below.  These policies are unchanged from the previous year.

a) Interest rate risk

The Group finances its operations through a mixture of retained profits, operational cash flow and bank borrowings. Historically the Group has expanded its operations both organically and by acquisition, which has led on occasions to the need for external finance.

In November 2010, the Group entered into two hedging instruments. Firstly, a 5 year £15m interest rate swap fixed against 3 month LIBOR with a forward start of 21 November 2011 paying interest on £15m at a fixed rate of 2.68% was entered into. Secondly, in November 2010, a 3 year £10m interest rate swap fixed against 3 month LIBOR with a forward start of 21 November 2011 paying interest on £10m at a fixed rate of 2.12% was entered into. These derivatives have been designated as cash flow hedges in order to manage interest rate risk associated with the first £25m of the credit facility.  Payments received under the swaps have been matched against interest paid quarterly during the period and the entire mark to market loss on the derivatives have been recognised in equity, following the Directors' assessment of the hedge's effectiveness.

There have been no significant changes in the business or economic circumstances that affect the fair value of the Group's financial assets and financial liabilities. The levels used for fair value measurement of financial instruments remains unchanged from those disclosed in note 23 of the audited Financial Statements for the year ended 30 June 2012.

b) Liquidity risk

The Group has an unsecured committed bank facility of £65m (2011: £65m) to February 2016. The facility currently comprises a revolving credit facility of £60m (2011: £60m) and an overdraft facility of £5m (2011: £5m). At 31 December 2012, £38m of the revolving credit facility was drawn down (2011: £42m). Interest is charged on the amount drawn down at 2.00 to 2.75 percent above LIBOR depending upon leverage. Under the facility, drawdown is made for interest fixture periods of up to six months in duration.

The bank overdrafts are the subject of a Group set-off arrangement. Interest is charged on the overdraft at 2.25% over Barclays bank base rate.

c) Foreign currency risk

The Group has a substantial customer base overseas.  The Group maintains bank accounts in foreign currency and converts this currency to Sterling at the appropriate times minimising the exposure to exchange fluctuations.

On 12 March 2012, the Group sold forward US$0.5m to 30 November 2012 at a rate of 1.5614. On 15 March 2012, the Group sold forward a total of US$3.5m at rates between 1.5290 and 1.5860 which are determined on 3 dates (''the expiry dates'') between 28 September 2012 and 27 March 2013. Under the terms of the contract the dollars are delivered during a 3 month window following the expiry date. These contracts were entered into in order to provide certainty in Sterling terms of the net US$ income of the Adkins & Matchett business.

On 12 December 2012, the Group sold forward €0.6m to 28 June 2013at a rate of 1.2395. This contract was entered into in order to provide certainty in Sterling terms of the net Euro income of the APM business.

The gains/(losses) on these contracts are recognised in the Income Statement.

5.   Adjusted Profit

To allow shareholders to gain a better understanding of the trading performance of the Group, Adjusted Profit has been calculated as profit before income tax after adding back:

·      amortisation of publishing rights, titles and benefits,

·      impairment of goodwill,

·      unwinding of the discount on deferred consideration,

·      unwinding of the discount on the provision for the future purchase of non-controlling interests,

·      share based payments and

·      non-recurring items.

This reflects an amendment to the definition of Adjusted Profit to exclude the previous policy of adding back the amortisation of computer software to be in line with current market practice. It reconciles to profit on continuing activities before income tax as follows:

	Six months ended 31 December 2012	Six months ended 31 December 2011 (restated)	Twelve months ended 30 June  2012 (restated)
	(unaudited)	(unaudited)	(audited)
	£'000	£'000	£'000
Profit from continuing activities before income tax	5,092	939	6,328
Amortisation of publishing rights, titles and benefits (see note 14)	2,803	2,833	5,256
Unwinding of the discount on the provisions for future purchase of non-controlling interests	6	94	188
Unwinding of the discount on deferred consideration	42	43	66
Share based payments	354	346	464
Net gain on disposal of property (see note 7)	(3,319)	-	-
Other non-recurring items (see note 7)	1,043	1,003	924
Adjusted profit before income tax (''Adjusted Profit before Tax'')	6,021	5,258	13,226
Net finance costs (excluding the unwinding of the discounts above)	1,110	1,253	2,456
Adjusted Profit before Tax and net finance costs (''Adjusted EBITA'')	7,131	6,511	15,682
Depreciation of property, plant and equipment (see note 14)	515	781	1,025
Amortisation of computer software (see note 14)	317	249	790
Adjusted EBITA before depreciation (''Adjusted EBITDA'')	7,963	7,541	17,497

6.   Segmental information

The Group now reports its results in six business divisions (Pensions & Insurance, Banking & Compliance, Healthcare, Business Intelligence, Accountancy and Legal), as this more accurately reflects the way the Group is now being managed.  Other than the change to the definition of Adjusted Profit referred to in note 5, there is no change to any of the Group's accounting policies and there is no restatement of either revenues or profitability, other than this revised segmentation by the six operating division headings.

Operating divisions are reported in a manner consistent with the internal reporting provided to the Company's Board of Directors, which is considered to be the Group's chief operating decision maker.

The Board considers the business from both a geographic and product perspective. Geographically, management considers the performance of the Group between the UK and overseas.

(a) Business segments

Six months ended 31 December 2012 (unaudited)

		Revenue	Costs	Contribution
		£'000	£'000	£'000
Pensions & Insurance		6,534	(3,648)	2,886
Banking & Compliance		8,749	(6,678)	2,071
Healthcare		6,009	(4,715)	1,294
Business Intelligence		5,271	(4,273)	998
Accountancy		4,851	(4,124)	727
Legal		9,510	(8,853)	657
Unallocated central overheads		-	(1,502)	(1,502)
		40,924	(33,793)	7,131
Amortisation (see note 14)				(2,803)
Net gain on disposal of property  (see note 7)				3,319
Other non-recurring items (see note 7)				(1,043)
Share based payments				(354)
Net finance costs				(1,110)
Unwinding of discounts				(48)
Profit for the period before income tax				5,092
Income tax expense (see note 8)				(258)
Profit for the period				4,834

Six months ended 31 December 2011 (unaudited) (restated)

		Revenue			Costs	Contribution
		£'000			£'000	£'000
Pensions & Insurance		6,029			(3,567)	2,462
Banking & Compliance		8,048			(6,386)	1,662
Healthcare		6,504			(5,322)	1,182
Business Intelligence		5,496			(4,107)	1,389
Accountancy		5,068			(4,409)	659
Legal		10,490			(10,081)	409
Unallocated central overheads		-			(1,252)	(1,252)
		41,635	(35,124)			6,511
Amortisation (see note 14)						(2,833)
Other non-recurring items (see note 7)						(1,003)
Share based payments						(346)
Net finance costs						(1,253)
Unwinding of discounts						(137)
Profit for the period before income tax						939
Income tax expense (see note 8)						(229)
Profit for the period						710

Twelve months ended 30 June 2012 (audited) (restated)

		Revenue	Costs	Contribution
		£'000	£'000	£'000
Pensions & Insurance		12,481	(7,254)	5,227
Banking & Compliance		15,251	(12,202)	3,049
Healthcare		12,666	(10,155)	2,511
Business Intelligence		12,388	(9,471)	2,917
Accountancy		10,869	(8,816)	2,053
Legal		21,671	(18,887)	2,784
Unallocated central overheads		-	(2,859)	(2,859)
		85326	(69,644)	15,682
Amortisation (see note 14)				(5,256)
Other non-recurring items (see note 7)				(924)
Share based payments				(464)
Net finance costs				(2,456)
Unwinding of discounts				(254)
Profit for the year before income tax				6,328
Income tax expense (see note 8)				(1,274)
Profit for the year				5,054

(b) Segmental information by geography

The geographical analysis of revenue by destination is as follows:

	Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months  ended 30 June 2012
	(unaudited)	(unaudited)	(audited)
	£'000	£'000	£'000
United Kingdom	28,918	29,726	61,806
Overseas	12,006	11,909	23,520
	40,924	41,635	85,326

7.   Non-recurring items

The following items of an unusual nature, size or incidence have been charged to profit during the period and shown as non-recurring items:

	Six months ended 31 December 2012 (unaudited) £'000	Six months ended 31 December 2011 (unaudited) £'000	Twelve months ended 30 June 2012 (audited) £'000
Net gain on disposal of property	(3,319)	-	-
Costs written off relating to both successful and abortive acquisitions	16	12	65
Restructuring and rationalisation costs	397	991	1,014
Impairment of freehold property (see note 14)	325	-	-
Costs relating to rationalisation of directory publishing operations	305	-	-
Write down of print directories work in progress	-	-	692
Net profit from sale of business and subsidiary undertakings	-	-	(847)
Total other non-recurring items	1,043	1,003	924

8.   Finance income and costs

	Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months ended 30  June 2012
	(unaudited)	(unaudited)	(audited)
	£'000	£'000	£'000
Finance income comprises:
Bank interest receivable	1	24	2
Finance costs comprises:
Interest payable on bank loans and overdrafts	(849)	(1,030)	(1,967)
Facility fees	(138)	(127)	(248)
Write of loan arrangement fees	(124)	(120)	(243)
Unwinding of the discount on the provisions for the future purchase of non-controlling interests (see note 17)	(6)	(94)	(188)
Unwinding of the discount on deferred consideration	(42)	(43)	(66)
	(1,159)	(1,414)	(2,712)

9.   Income tax expense

	Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months ended 30  June 2012
	(unaudited)	(unaudited)	(audited)
	£'000	£'000	£'000
The tax charge comprises:
UK corporation tax at current rates on profits for the period	769	776	2,208
Adjustment in respect of previous years	(20)	(14)	(74)
	749	762	2,134
Foreign tax	359	370	639
Adjustment to foreign tax charge in respect of previous years	2	(44)	52
Total current tax	1,110	1,088	2,825
Deferred income tax credit	(730)	(761)	(1,021)
Adjustment to deferred income tax in respect of previous years	-	-	15
Effect on deferred tax of change of corporation tax rate	(122)	(98)	(545)
Total deferred tax	(852)	(859)	(1,551)
Income tax expense	258	229	1,274

The Group does not anticipate any tax liability on the profit on sale of the freehold property due to the availability of capital losses against which the capital gain can be offset.

10. Profit / (loss) for the period from discontinued operations after income tax

During the six months ended 31 December 2012 and in the comparative periods presented, no operations met the definition of discontinued operations.

11. Dividends

Amounts recognised as distributions to Owners of the Parent in the period.

	Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months ended 30 June 2012	Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months ended 30 June 2012
	pence per share	pence per share	pence per share	£'000	£'000	£'000
	(unaudited)	(unaudited)	(audited)	(unaudited)	(unaudited)	(audited)
Final dividends recognised as distributions in the period	3.50	3.50	3.50	2,974	2,946	2,946
Interim dividends recognised as distributions in the period	-	-	3.50	-	-	2,945
Total dividends paid				2,974	2,946	5,891
Interim dividend proposed	3.50	3.50	3.50	3,014	2,946	2,946

12. Earnings per share

Adjusted Earnings per Share has been calculated using an adjusted profit after taxation and non-controlling interests but before:

·      amortisation of publishing rights, titles and benefits,

·      non-recurring items,

·      share-based payments,

·      unwinding of the discount on the provision for the future purchase of non-controlling interests and

·      unwinding of the discount on deferred consideration.

This reflects an amendment to the definition of Adjusted Profit to exclude the previous policy of adding back   the amortisation of computer software to be in line with current market practice.

The calculation of the basic and diluted earnings per share is based on the following data:

	Six months ended 31 December 2012	Six months ended 31 December 2011 (restated)	Twelve months ended 30 June 2012 (restated)
	(unaudited)	(unaudited)	(audited)
	£'000	£'000	£'000
Earnings from continuing operations for the purpose of basic earnings per share	4,789	512	4,884
Add:  Amortisation of publishing rights, titles and benefits (net of non-controlling interest effect)	2,803	2,831	5,252
Net gain on disposal of property	(3,319)	-	-
Other non-recurring items	1,043	1,003	924
Share based payments	354	346	464
Unwinding of the discount on the provisions for the future purchase of non-controlling interests	6	94	188
Unwinding of the discount on deferred consideration	42	43	66
Tax effect	(1,092)	(1,087)	(1,927)
Adjusted earnings for the purposes of adjusted earnings per share	4,626	3,742	9,851
	Number	Number	Number
Weighted average number of ordinary shares for the purposes of basic and adjusted earnings per share	84,494,470	84,053,707	84,107,422
Effect of dilutive potential ordinary shares:
Exercise of share options	2,683,458	2,464,470	2,611,551
Weighted average number of ordinary shares for the purposes of diluted earnings per share	87,177,928	86,518,177	86,718,973
Basic earnings per share	5.67p	0.61p	5.81p
Diluted earnings per share	5.49p	0.59p	5.63p
Adjusted basic earnings per share (''Adjusted Earnings Per Share'')	5.47p	4.45p	11.71p
Adjusted diluted earnings per share	5.31p	4.33p	11.36p

13. Business combinations

During the period, the Group acquired the remaining 18.8% of the issued share capital of The Matchett Group Limited for £1,707,000 thus making it a wholly owned subsidiary undertaking.

14. Property, plant and equipment, intangible assets and goodwill

	Property, plant and equipment £'000	Intangible assets £'000	Goodwill £'000
At 1 July 2011 (audited)	7,776	36,216	74,681
Additions	651	634	-
Acquisitions	-	-	250
Disposals	(155)	(31)	-
Exchange translation differences	34	-	-
Depreciation of property, plant and equipment	(781)	-	-
Amortisation of publishing rights, titles and benefits	-	(2,833)	-
Amortisation of computer software	-	(249)	-
Change in provisions for the future purchase of non-controlling interests	-	-	-
Movement in offset of provisions for future purchase of non-controlling interests	-	-	(194)
Closing net book amount as at 31 December 2011 (unaudited)	7,525	33,737	74,737
Additions	301	443	-
Acquisitions	13	377	-
Sale of subsidiary undertakings	-	(63)
Disposals	111	(8)	-
Transfer of assets held for sale	(888)	-	-
Exchange translation differences	(46)	-	-
Depreciation of property, plant and equipment	(244)	-	-
Amortisation of publishing rights, titles and benefits	-	(2,423)	-
Amortisation of computer software	-	(541)	-
Change in provisions for the future purchase of non-controlling interests	-	-	(111)
Movement in offset of provisions for future purchase of non-controlling interests	-	-	23
Revision to provisional fair value of prior year acquisition	-	-	(56)
Closing net book amount as at 30 June 2012 (audited)	6,772	31,522	74,593
Additions	506	506	-
Acquisitions	-	-	-
Disposals	(12)	(22)	-
Exchange translation differences	4	-	-
Depreciation of property, plant and equipment	(515)	-	-
Amortisation of publishing rights, titles and benefits	-	(2,803)	-
Amortisation of computer software	-	(317)	-
Impairment of freehold property	(325)	-	-
Change in provisions for the future purchase of non-controlling interests	-	-	(101)
Movement in offset of provisions for future purchase of non-controlling interests	-	-	13
Closing net book amount as at 31 December 2012 (unaudited)	6,430	28,886	74,505

15. Trade and other receivables

	31 December 2012 £'000 (unaudited)	31 December  2011 £'000 (unaudited)	30 June 2012 £'000 (audited)
Trade debtors	14,887	14,937	15,772
Other debtors	1,210	1,221	1,116
Prepayments and deferred income	2,752	3,940	3,222
	18,849	20,098	20,110

16. Trade and other payables

	31 December 2012 £'000 (unaudited)	31 December  2011 £'000 (unaudited)	30 June 2012 £'000 (audited)
Trade payables	2,077	2,044	3,409
Other payables	3,383	3,621	2,377
Other taxes and social security	2,781	2,468	3,240
Subscriptions and deferred revenue	15,594	17,437	17,310
Accruals	8,346	8,893	9,216
	32,181	34,463	35,552

17. Provisions for future purchase of non-controlling interests

	Current provisions £'000	Non-current provisions £'000
At 1 July 2011 (audited)	-	1,896
Amounts paid in respect of acquisitions of non-controlling interests	-	-
Unwinding of discount	-	94
Change in value of existing provisions	-	-
Non-current provisions becoming current	1,822	(1,822)
At 31 December 2011 (unaudited)	1,822	168
Amounts paid in respect of acquisitions of non-controlling interests	-	-
Unwinding of discount	-	94
Change in value of existing provisions	-	(111)
Non-current provisions becoming current	(14)	14
At 30 June 2012 (audited)	1,808	165
Amounts paid in respect of acquisitions of non-controlling interests	(1,707)	-
Unwinding of discount	-	6
Change in value of existing provisions	(101)	-
Non-current provisions becoming current	-	-
At 31 December 2012 (unaudited)	-	171

Provisions represent the estimated future cost (discounted to reflect the time value of money) required to settle put options held by non-controlling shareholders over non-controlling interest shares, should said put options be exercised.

The actual settlement timing and value is dependent upon when (and if) the non-controlling shareholders choose to exercise their options and the profitability of the underlying companies at the date of exercise. For the purposes of estimating the above provision it has been assumed that put options are exercised at the first available opportunity.

18. Bank loans

	31 December 2012 £'000 (unaudited)	31 December  2011 £'000 (unaudited)	30 June   2012 £'000 (audited)
Non-current	37,341	41,094	37,218

Details of the Group's bank facility are included in note 4 (b) under Risks and uncertainties.

19. Share capital

	Number of shares of 5p each	Ordinary shares £'000	Share premium £'000	Obligation to issue shares £'000	Treasury shares £'000	Total £'000
At 1 July 2011 (audited)	84,813,981	4,241	43,792	1,746	(4,008)	45,771
Shares issued during the period	1,289,156	64	1,439	(1,746)	-	(243)
At 31 December 2011 (unaudited) and 30 June 2012 (audited)	86,103,137	4,305	45,231	-	(4,008)	45,528
Treasury shares reissued during the period	-	-	-	-	1,652	1,652
At 31 December 2012 (unaudited)	86,103,137	4,305	45,231	-	(2,356)	47,180

During the period ended 31 December 2012, no ordinary shares were issued in respect of share options exercised by members of staff (2011: nil).

The Company sold 800,000 treasury shares during the period (2011: nil). At 31 December 2012, 1,142,000 shares were held in Treasury (2011: 1,942,000).

20.   Net cash flow from operating activities

		Six months ended 31 December 2012	Six months ended 31 December 2011	Twelve months ended 30  June  2012
		(unaudited)	(unaudited)	(audited)
	Note	£'000	£'000	£'000
Profit from continuing operations before income tax		5,092	939	6,328
Net gain on disposal of property	7	(3,319)	-	-
Other non-recurring items	7	1,043	1,003	924
Depreciation of property, plant and equipment	14	515	781	1,025
Amortisation of intangible assets	14	3,120	3,082	6,046
Loss/(profit) on disposal of property, plant and equipment		12	-	(11)
Loss on disposal of intangible assets		22	-	-
Share based payments (including social security costs)		354	346	464
Net finance costs		1,158	1,390	2,710
Operating cash flows before movements in working capital		7,997	7,541	17,486
Decrease/(increase) in inventories		17	(169)	77
Decrease in receivables		1,016	1,622	1,831
(Decrease) in payables		(3,817)	(3,302)	(1,980)
Cash generated by operations before non-recurring items		5,213	5,692	17,414

21. Related party transactions

The only related party transactions to have taken place during the period were normal business transactions between the Company and its subsidiary undertakings.

Certain administrative expenses totalling £255,000 (2011: £381,000) have been recharged by the Company at cost to its subsidiaries.

22. Seasonality

The Group has traditionally generated the majority of its revenues and profits during the second half of the financial year. This has historically resulted from two factors. Firstly, most of the Group's businesses (the notable exception being Adkins & Matchett) produce seasonally low sales in July, August and December which include holiday periods for many of the Group's clients. Secondly, the Publishing business produces a number of annual directory and database products, most of which are published in the second half of the financial year. To the extent that revenue is generated in the hard copy products this is recognised on publication. To the extent revenue relates to online content revenue is recognised over the period the content remains online. The migration over recent years of much of this revenue to the online products has resulted in a corresponding reduction in the seasonality of this revenue.

23. Post balance sheet event 

On 7 February 2013, the Group acquired the entire issued and to be issued share capital of NHiS Limited ("the Business") for an initial cash consideration of £5.6m and a further contingent consideration of up to £3.75m subject to the Business achieving challenging targets for the growth in underlying profit. The deferred consideration will be satisfied by issuing of up to 1.5m new Wilmington Group plc shares in October 2016 dependent inter alia upon NHiS's audited future earnings for the years ended 30 June 2015 and 30 June 2016. The number of new Wilmington Group plc shares to be issued in October 2016 will be determined by reference to the average of the closing mid-market price on the preceding five business days. The Business was acquired with cash of £0.6m and the initial consideration will be financed out of the Group's existing £65m debt facility.

On 3 January 2013, the Group sold its interests in Ark Group Australia Pty Limited to local management for a nominal value.

 

END

 

 

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