Interim Results - Part 1
Centaur Holdings PLC
10 March 2006
Centaur Holdings plc
Interim Report
6 months ended 31 December 2005
10th March 2006
Highlights
Centaur Holdings plc '(Centaur)' announces its results for the six months ended
31 December 2005. A statement explaining the effects on Centaur's
financial statements of adopting International Financial Reporting Standards
(IFRS) is also published today.
6 months ended 6 months ended Movement
31 December 31 December
2005 2004
£'000 £'000
Revenue 33,809 31,602 7%
Adjusted EBITDA 4,133 2,847 45%
Depreciation (319) (436)
Amortisation of computer software (950) (779)
Net interest income 220 122
Share of profit from associate 50 39
-------------------------------------------------------------------------------
Adjusted profit before tax 3,134 1,793 75%
Amortisation of brands and
publishing rights (37) (5)
Share based payments (195) (261)
Exceptional credit / (cost) 2,000 (485)
-------------------------------------------------------------------------------
Profit before tax 4,902 1,042
-------------------------------------------------------------------------------
Earnings per share
- basic 2.66p 0.43p
- adjusted basic 1.47p 0.93p
-------------------------------------------------------------------------------
• Overall advertising revenues up 8%, with particularly strong performance
by the Legal & Financial division.
• Perfect Information reports £0.6 million improvement in EBITDA to £0.6
million led by 8% revenue growth and benefits of prior year cost savings.
• New product development activity continuing, including two new
magazines, three new events and two new websites launched in period.
• Four acquisitions completed since July 2005 - Supply Chain Business and
Logistics Europe; The Recruiter; Period Living and Headline Money.
• Interim dividend of 0.6 pence per share proposed.
Graham Sherren, Chairman and Chief Executive Officer of Centaur Holdings plc,
said: 'The results in the first half show further satisfactory year-on-year
growth, reflecting the success of our strategy of creating market-leading
products across a range of market sectors. The outlook for the second half is
positive and we remain confident about the outcome for the full year to 30 June
2006.'
Enquiries:
Centaur Holdings plc Graham Sherren Tel: 020 7970 4000
Geoff Wilmot
Gavin Anderson & Company Richard Constant Tel: 020 7554 1400
Robert Speed
Janine Brewis
www.centaur.co.uk
Chairman's Interim Statement
Introduction
I am pleased to announce that Centaur achieved further satisfactory growth in
both turnover and profits in the six months to 31 December 2005. In what is
seasonally Centaur's weaker half of the year (due to the low levels of
publishing and event activity in August and December) turnover grew 7% to £33.8
million and adjusted PBT increased by 75% to £3.1 million (2004: £1.8
million).
These interim results have been prepared under International Financial Reporting
Standards (IFRS) for the first time. A statement explaining the effect of
adoption of IFRS on the Company's results is also issued today. As a result of
IFRS adoption, these interim results include a charge in respect of share based
payments amounting to £195,000. In addition, the Company reported amortisation
of acquired intangibles amounting to £37,000. The Company also reported an
exceptional gain of £2 million, which has arisen on release of a provision for
contingent consideration relating to the acquisition of Synergy Software
Solutions Ltd in October 2003. As a result, the Company reported a profit before
tax of £4.9 million in the six months ended 31 December 2005 (2004: £1.0
million).
Business Overview
Centaur benefits from a strong presence in a number of high-value vertical
market sectors, in which it pursues its strategy of building market leading
positions through multiple media platforms. During the period, it has
experienced strong growth in several of these sectors, shown by the analysis of
results set out at the end of this chairman's statement.
Advertising remains the principal source of revenue, generating 56% of revenues
during the first half. Overall advertising revenues grew 8% in the period,
continuing the cyclical recovery that commenced in early 2004. The overall pace
of growth in recruitment advertising revenues slowed after the strong gains
earlier in the cycle. Other advertising, principally display, continued to
record solid growth in the period.
Revenues from online products grew 14%, led by a good performance from Perfect
Information and continued strong growth in internet advertising, particularly
recruitment, which increased by 50% year on year, offsetting a relatively flat
recruitment performance in the magazines. Events revenues grew 5%, with strong
growth in exhibitions and awards offset by softness in topic-based conferences.
Centaur has a strong record of successful organic growth, with most of its
current portfolio having been launched rather than acquired. During the period,
we launched two new magazines. Move or Improve is an extension of the
market-leading magazine Homebuilding & Renovating and Modern Carpets and
Textiles is published by the Hali magazine team. These incurred a small loss in
the period. A third magazine, Lending Strategy, has just been launched by its
sister publication, Mortgage Strategy. Each of these magazines is designed to be
published monthly and they are expected to trade close to break-even in
aggregate in this first year of launch, moving into profit in the following
year.
Our major new product, Finance Week, continued to build circulations during the
period. However in view of the opportunities to extend the magazine's reach to
a wider audience, we announced in February 2006 that we have converted Finance
Week to an exclusively online format. It is believed that this will enhance
revenue opportunities and result in a lower cost base for the service.
We also ran a number of new meetings-based or awards events. The most important
of these in the period was the Mortgage Summit, which was launched in Spain in
September 2005 and which, due to strong demand from delegates, will be repeated
in June 2006. In September 2005 we also ran the first Logistics Link exhibition,
following its acquisition with the magazine Logistics Manager in January 2005.
The second Logistics Link exhibition has just run successfully in February 2006
and we have planned to run a third show in June 2006.
We announced two small acquisitions during the period. The purchase from UKTP,
in October 2005 for £0.3 million, brought us the magazine Supply Chain Business
(which we have integrated with Logistics Manager) and the magazine Logistics
Europe and its related Awards. This is a small acquisition, which is expected to
have little impact on current year results, but which serves to consolidate
Centaur's position at the centre of this important sector. In December 2005 we
acquired the fortnightly magazine The Recruiter for £4 million. This is the
leading title serving the recruitment sector and we anticipate attractive growth
opportunities through extensions of the brand. The first of these, a website, is
planned to be launched in the second half.
The Recruiter is currently trading in line with expectations and the acquisition
is expected to provide a modest positive contribution to earnings in the current
financial year.
In January 2006 we acquired the monthly magazine Period Living for £1.5 million.
This strong brand is expected to fit well into Centaur's growing portfolio of
specialist consumer businesses, centred on our successful brand, Homebuilding &
Renovating '(HBR)'. HBR's target market is those people in the UK who build
their own homes. Readers in this market have a high information need and as a
result, we consider the business model and opportunities for brand extensions to
be highly complementary with those of business to business publishing. Period
Living is also expected to provide a positive contribution to earnings in the
current financial year.
In March 2006 we have announced the acquisition of the website Headline Money
for a maximum consideration of £1.2 million. This is also expected to provide a
small positive contribution to earnings in the current financial year.
These acquisitions have been funded from the Company's cash resources. Operating
cash flow was strong during the period and net cash balances at 31 December
2005, after payment of the full consideration for the UKTP magazines and The
Recruiter, amounted to £7.9 million, net of loan note deposits, compared with an
equivalent balance of £10.0 million at 30 June 2005.
The Board has declared an interim dividend of 0.6p per share (2004: 0.5p). The
interim dividend will be paid on 21 April 2006 to shareholders on the share
register at 24 March 2006.
Review of divisional results
With the adoption of IFRS, we have identified five major operating business
segments, the results of which we will report in our Report and Accounts. These
are Legal & Financial; Marketing, Creative & New Media; Construction &
Engineering; Perfect Information and Other. The reporting of the results of
these Divisions emphasises the strong community focus that underlies Centaur's
strategy and best reflects the way that the business is managed.
Legal & Financial
Revenues grew 10% in the period compared with the corresponding period in 2004/
05 and further cost savings led to EBITDA margins rising to 25%
(2004:18%). This division's target markets - lawyers and IFA's - continued
to strengthen, benefiting the major established brands in this division. In the
IFA sector, where investment and mortgages have been particularly robust,
the more recently launched weekly magazines Mortgage Strategy and Fund Strategy
continued to deliver rapid growth in turnover and profits. In the legal sector,
The Lawyer delivered further strong growth, reflecting the ongoing high levels
of corporate legal activity. Thelawyer.com revenue growth continued to
accelerate and margins significantly improved.
Marketing, Creative & New Media
Revenues declined 4% on the corresponding period in 2004/05 and EBITDA margins
fell back to 8% (2004: 15%). The recent weakness in consumer confidence,
as most clearly demonstrated in the retail and consumer goods sectors, had an
adverse impact on the marketing and creative division. Although overall division
revenues declined market shares were broadly stable in volume terms.
Recruitment and Conference revenues were affected most by the underlying market
softness. A number of new product initiatives were developed in order to
support revenues but direct costs increased due to the impact of this less
favourable sales mix, resulting in lower margins.
Engineering & Construction
Revenues grew 11% and margins recovered to 16% (2004: 7%). The engineering
sector is feeling the effects of high energy and input materials costs.
Nevertheless, The Engineer continued its steady recovery, reflecting its
successful re-positioning as the UK's leading news magazine for technology and
innovation. During the period it generated a high level of principally
volume-led revenue growth complemented by the impact of prior period cost
reduction initiatives. The Engineer Online also generated strong revenue growth,
albeit from a low level, and benefited from a lower cost base. In Construction,
the relatively soft landing experienced to date by the housing market has also
enabled Homebuilding & Renovating magazine and its related exhibitions to show
further modest growth.
Perfect Information
Revenues grew 8% and Perfect Information (PI) delivered an EBITDA of £0.6
million against a loss of £0.05 million in the comparative period. Demand in
PI's core investment banking market in the UK has increased due to high levels
of M&A activity, although the market remains price sensitive. During the six
months to 31 December 2005, the growth in revenues, led by further growth in
subscriptions to PI's core filings product, was enhanced by the favourable
impact of cost saving initiatives undertaken in the prior year period. Perfect
Analysis, whose development as a pure web-based solution (PA Web) continued
during the period, also contributed modestly to the revenue growth in the
period. PA Web was launched as planned in February 2006 and is expected to make
a positive profit contribution from the final quarter of this financial year.
Other
Revenues grew 28% in the period, but EBITDA losses increased to £0.8 million
(2004: £0.7 million). The key brands in this group are Employee Benefits,
Business Travel, Finance Week, Hali and Televisual. Employee Benefits and
Business Travel both performed well in the period, with the latter staging the
Business Travel Show in Dusseldorf in October 2005. This was a successful show,
which made a small profit contribution following last year's launch show losses
of £0.2 million. Finance Week's (FW) revenues in the period were £0.2 million
ahead of the previous year, but its costs were significantly higher, as a result
of increased circulations and staffing costs. As a result, FW losses increased
to £0.9 million (2004: £0.7 million). Hali and Televisual both experienced
difficult market conditions and their profitability declined as a result.
Logistics Manager and the 'UKTP' magazines and Recruiter had little impact on
the results in the period.
Management succession
As indicated in the Company's listing particulars at the time of its admission
to AIM in March 2004, it is intended to separate the roles of Chairman and Chief
Executive by the time of the Annual General Meeting this year. The process to
achieve this objective is underway.
Current trading & outlook
The overall outlook for the second half is positive and we expect further year
on year growth in revenues and profits in the six months to June 2006. Most
parts of the business are currently trading comfortably ahead of last year.
With a strong pipeline of new products and further growth in our established
business, we are confident of a positive outcome for the full year.
Analysis of results
Six months to Six months to
31 December 2005 31 December 2004
Turnover EBITDA Turnover EBITDA
£' 000 £' 000 £' 000 £' 000
---------------------------------------------
By Division
Legal and Financial 10,097 2,558 9,182 1,671
Marketing, Creative and New Media 10,563 843 11,001 1,596
Construction and Engineering 5,945 965 5,362 360
Perfect Information 2,956 600 2,733 (46)
Other 4,248 (833) 3,324 (734)
-------------------------------------------------------------------------------
33,809 4,133 31,602 2,847
------------------------------------------------------------------------------
By Source
Recruitment advertising 5,388 - 5,145 -
Other advertising 13,386 - 12,310 -
Circulation Revenue 2,551 - 2,691 -
Online subscriptions 3,614 - 3,169 -
Events 8,465 - 8,063 -
Other 405 - 224 -
------------------------------------------------------------------------------
33,809 - 31,602 -
------------------------------------------------------------------------------
By Product Type
Magazines 18,617 2,073 17,836 2,231
Events 8,465 987 8,063 531
Online products 5,636 869 4,955 (74)
Other 1,091 204 748 159
------------------------------------------------------------------------------
33,809 4,133 31,602 2,847
------------------------------------------------------------------------------
By Maturity
Existing communities
- established products 27,675 5,119 26,035 4,041
- new products (1) 4,972 188 5,118 (46)
-------------------------------------------------------------
Underlying turnover and EBITDA 32,647 5,307 31,153 3,995
Acquisitions (2) 953 (287) 405 (472)
New communities - new products (3) 209 (887) 44 (676)
-------------------------------------------------------------------------------
33,809 4,133 31,602 2,847
==============================================================================
1. New products are defined as any product launched in the last three years
and are reported by reference to the three years preceding each reporting date.
A community is defined by reference to the consumers of the relevant products.
2. Acquisitions are also reported by reference to the three years preceding
each reporting date.
3. A new community is defined as any group of consumers not previously
served by any products in the three years preceding each reporting date.
Independent review report to Centaur Holdings plc
Introduction
We have been instructed by the company to review the financial information for
the six months ended 31 December 2005 which comprises the consolidated interim
balance sheet as at 31 December 2005 and the related consolidated interim
statements of income, cash flows and changes in shareholders' equity for the
six months then ended and related notes. We have read the other information
contained in the interim report and considered whether it contains any apparent
misstatements or material inconsistencies with the financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The directors are
responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority.
The next annual financial statements of the group will be prepared in accordance
with accounting standards adopted for use in the European Union. This interim
report has been prepared in accordance with the basis set out on page 14.
The accounting policies are consistent with those that the directors intend to
use in the next annual financial statements. As explained on page 14, there is,
however, a possibility that the directors may determine that some changes are
necessary when preparing the full annual financial statements for the first time
in accordance with accounting standards adopted for use in the European Union.
The IFRS standards and IFRIC interpretations that will be applicable and adopted
for use in the European Union at 30 June 2006 are not known with certainty at
the time of preparing this interim financial information.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the disclosed accounting policies have
been applied. A review excludes audit procedures such as tests of controls and
verification of assets, liabilities and transactions. It is substantially less
in scope than an audit and therefore provides a lower level of assurance.
Accordingly we do not express an audit opinion on the financial information.
This report, including the conclusion, has been prepared for and only for the
company for the purpose of the Listing Rules of the Financial Services Authority
and for no other purpose. We do not, in producing this report, accept or assume
responsibility for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly agreed by our
prior consent in writing.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 December 2005.
PricewaterhouseCoopers LLP
Chartered Accountants
London 9 March 2006
Notes:
(a) The maintenance and integrity of the Centaur Holdings plc web site is the
responsibility of the directors; the work carried out by the auditors does not
involve consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the interim report
since it was initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and
dissemination of financial information may differ from legislation in other
jurisdictions.
Consolidated Income Statement for the 6 months ended 31 December 2005
Unaudited Unaudited Unaudited
6 months ended 6 months ended Year ended
31 December 31 December 30 June
2005 2004 2005
------------------------------------------
Notes £'000 £'000 £'000
Revenue 1 33,809 31,602 72,215
Cost of sales (18,603) (18,317) (39,248)
--------------------------------------------------------------------------------
Gross profit 15,206 13,285 32,967
Distribution costs (2,109) (1,994) (4,164)
Administrative expenses (8,465) (10,410) (19,919)
--------------------------------------------------------------------------------
EBITDA before exceptional
costs 1 4,133 2,847 12,212
Depreciation of property,
plant and equipment (319) (436) (557)
Amortisation of intangibles 5 (987) (784) (1,829)
Share-based payments (195) (261) (457)
Exceptional administrative
credit / (cost) 6 2,000 (485) (485)
--------------------------------------------------------------------------------
Operating profit 4,632 881 8,884
Interest payable and similar
charges - (5) (3)
Interest receivable 220 127 295
Share of post tax profit
from associate 50 39 27
--------------------------------------------------------------------------------
Profit before tax 4,902 1,042 9,203
Taxation 2 (927) (405) (2,754)
--------------------------------------------------------------------------------
Profit for the period 3,975 637 6,449
==============================================================================--
Earnings per share expressed
in pence per share
- Basic 4 2.66 0.43 4.35
- Diluted 4 2.65 0.43 4.31
==============================================================================--
The Group has no recognised income or expense for the period other than the
profit stated above.
Consolidated balance sheet at 31 December 2005
31 December 31 December 30 June
2005 2004 2005
-----------------------------------------
Notes £'000 £'000 £'000
Assets
Non-current assets
Goodwill 138,426 138,426 138,426
Intangible assets 5 8,328 3,596 4,076
Property, plant and
equipment 2,156 1,762 2,096
Investments accounted for
using equity method 262 224 212
Deferred tax assets 460 1,749 1,249
-------------------------------------------------------------------------------
149,632 145,757 146,059
-------------------------------------------------------------------------------
Current assets
Inventories 1,890 1,529 1,320
Trade and other
receivables 14,478 14,209 15,698
Cash and cash equivalents 10,183 9,167 12,480
-------------------------------------------------------------------------------
26,551 24,905 29,498
-------------------------------------------------------------------------------
Liabilities
Current liabilities
Trade and other payables (23,479) (23,528) (22,799)
Current tax liabilities - - (461)
Provisions - (546) -
-------------------------------------------------------------------------------
(23,479) (24,074) (23,260)
-------------------------------------------------------------------------------
Net current assets 3,072 831 6,238
-------------------------------------------------------------------------------
Non-current liabilities
Deferred tax liabilities (1,112) (1,112) (1,112)
Provisions 6 (500) (2,500) (2,500)
-------------------------------------------------------------------------------
(1,612) (3,612) (3,612)
-------------------------------------------------------------------------------
Net assets 151,092 142,976 148,685
===============================================================================
Shareholders' equity
Ordinary shares 14,932 14,799 14,932
Share premium 287 127,047 287
Other reserves 2,218 1,827 2,023
Retained earnings 133,655 (697) 131,443
-------------------------------------------------------------------------------
Total shareholders'
equity 7 151,092 142,976 148,685
===============================================================================
The interim financial statements on pages 11 to 20 were approved by the Board of
Directors on 9 March 2006 and were signed on its behalf by
G.T.D.Wilmot
Director
Consolidated cash flow statement for the 6 months ended 31 December 2005
Unaudited Unaudited Unaudited
6 months ended 6 months ended Year ended
31 December 31 December 30 June
2005 2004 2005
------------------------------------------
Notes £'000 £'000 £'000
Cash flows from operating
activities
Cash generated from
operations 8 5,182 2,627 9,646
Interest received 174 119 293
Interest paid - (51) (49)
Tax paid (570) 54 (1,105)
-------------------------------------------------------------------------------------
Net cash from operating
activities 4,786 2,749 8,785
-------------------------------------------------------------------------------------
Cash flows from investing
activities
Proceeds from the sale of
subsidiary 416 417 417
Purchase of property, plant
and equipment (379) (244) (742)
Proceeds from sale of
property, plant and
equipment 1 18 16
Purchase of intangible
assets (5,137) (842) (2,387)
-------------------------------------------------------------------------------------
Net cash used in investing
activities (5,099) (651) (2,696)
-------------------------------------------------------------------------------------
Cash flows from financing
activities
Net proceeds from issue of
ordinary share capital - - 420
Repayment of loan notes (192) (583) (941)
Dividends paid to
shareholders (1,792) (1,480) (2,220)
-------------------------------------------------------------------------------------
Net cash used in financing
activities (1,984) (2,063) (2,741)
-------------------------------------------------------------------------------------
Net (decrease) / increase in
cash and cash equivalents (2,297) 35 3,348
Cash and cash equivalents at
1 July 12,480 9,132 9,132
-------------------------------------------------------------------------------------
Cash and cash equivalents 10,183 9,167 12,480
=====================================================================================
Basis of preparation
These interim financial statements have been prepared in accordance with
International Financial Reporting Standards and with those parts of the
Companies Act 1985 applicable to companies reporting under IFRS. The financial
statements have been prepared under the historical cost convention in accordance
with the accounting policies the Group expects to be applicable at 30 June 2006.
These policies are set out in a separate announcement issued today on the impact
of adopting International Reporting Standards ('IFRS's').
The IFRS's and interpretations issued by both the Standing Interpretations
Committee and the International Financial Reporting Interpretations Committee
('IFRIC') that will be applicable at 30 June 2006, including those that will be
applicable on an optional basis, are not known with certainty at the time of
preparing these interim financial statements. These figures may therefore
require amendment to change the basis of accounting or presentation of certain
financial information, before their inclusion in the IFRS financial statements
for the year ending 30 June 2006, which will be the Group's first full set of
IFRS financial statements.
As permitted, the interim financial statements have been prepared in accordance
with the UK listing rules and not in accordance with IAS 34 'interim Financial
Reporting'. Detailed reconciliations of equity and profit following the adoption
of IFRS are available on the Group's website at www.centaur.co.uk and a summary
of these reconciliations appears in note 9.
These interim financial statements are unaudited and do not constitute statutory
accounts within the meaning of Section 240 of the Companies Act 1985.
Comparative figures for six months ended 31 December 2004 and the year ended 30
June 2005 have been restated to reflect the changes required by IFRS and are not
the Group's statutory accounts for those periods.
Notes to the interim financial statements
1 Segmental reporting
Primary reporting format - business segments
The group is organised into five main business segments:
Six months Legal and Marketing, Construction Perfect Other Unallocated Group
ended 31 Financial Creative and and Engineering Information
December 2005 New Media
£' 000 £' 000 £' 000 £' 000 £' 000 £' 000 £' 000
------------------------------------------------------------------------------------------------------
Revenue 10,097 10,563 5,945 2,956 4,248 - 33,809
------------------------------------------------------------------------------------------------------
EBITDA before
exceptional
costs 2,558 843 965 600 (833) - 4,133
Depreciation
of property,
plant and
equipment (65) (86) (50) (68) (50) - (319)
Amortisation
of intangibles (223) (175) (81) (384) (124) - (987)
Share based
payments - - - - - (195) (195)
Exceptional
administrative
credit - - - 2,000 - - 2,000
------------------------------------------------------------------------------------------------------
Segment result 2,270 582 834 2,148 (1,007) (195) 4,632
Interest Income - - - - - 220 220
Share of post
tax profit
from associate 50 - - - - - 50
------------------------------------------------------------------------------------------------------
Profit before
tax 2,320 582 834 2,148 (1,007) 25 4,902
Income taxes - - - - - (927) (927)
------------------------------------------------------------------------------------------------------
Profit
attributable
to equity
shareholders 2,320 582 834 2,148 (1,007) (902) 3,975
------------------------------------------------------------------------------------------------------
Notes to the interim financial statements
1 Segmental reporting (continued)
Six months Legal and Marketing, Construction Perfect Other Unallocated Group
ended 31 Financial Creative and and Engineering Information
December 2004 New Media
£' 000 £' 000 £' 000 £' 000 £' 000 £' 000 £' 000
-----------------------------------------------------------------------------------------------------
Revenue 9,182 11,001 5,362 2,733 3,324 - 31,602
-----------------------------------------------------------------------------------------------------
EBITDA before
exceptional
costs 1,671 1,596 360 (46) (734) - 2,847
Depreciation
of property,
plant and
equipment (50) (75) (51) (217) (43) - (436)
Amortisation
of intangibles (229) (173) (68) (213) (101) - (784)
Share based
payments - - - - - (261) (261)
Exceptional
administrative
cost - - - - - (485) (485)
-----------------------------------------------------------------------------------------------------
Segment result 1,392 1,348 241 (476) (878) (746) 881
Interest
payable and
similar
charges - - - - - (5) (5)
Interest Income - - - - - 127 127
Share of post
tax profit
from associate 39 - - - - - 39
-----------------------------------------------------------------------------------------------------
Profit before
tax 1,431 1,348 241 (476) (878) (624) 1042
Income taxes - - - - - (405) (405)
-----------------------------------------------------------------------------------------------------
Profit
attributable
to equity
shareholders 1,431 1,348 241 (476) (878) (1029) 637
=====================================================================================================
2 Taxation
The tax charge for the period has been calculated by as follows:
£'000
Profit on ordinary activities before taxation 4,902
Add back:
Exceptional administrative credit (2,000)
Disallowed expenses 188
--------------------------------------------------------------------------------
Taxable profits 3,090
--------------------------------------------------------------------------------
Tax at 30% 927
================================================================================
3 Dividends
An interim dividend of 0.6p (2004: 0.5p) per 10p ordinary share is proposed.
This amounts to £896,000 and will be paid on 21 April 2006 to all shareholders
on the register as at 24 March 2006.
4 Earnings per share
The calculations of earnings per share are based on the following profits and
numbers of shares:
Six months to 31 December 2005 Six months to 31 December 2004
Weighted Weighted
average no. of Per-share average no. per share
Earnings shares amount Earnings of shares amount
£' 000 millions pence £' 000 millions pence
---------------------------------------------------------------------
Basic EPS
Earnings attributable
to ordinary
shareholders 3,975 149.3 2.66 637 148.0 0.43
-----------------------------------------------------------------------------------
Effect of dilutive
securities
Options - 0.5 - - 1.4 -
-------------------------------------------------------------------------------------
Diluted basic
EPS 3,975 149.8 2.65 637 149.4 0.43
Adjusted EPS
Earnings attributable
to ordinary
shareholders 3,975 - - 637 - -
Amortisation of brands
and publishing
rights 37 - - 5 - -
Share based payments
(net of deferred
tax) 186 - - 252 - -
Exceptional
administrative
(credit) / cost (2,000) - - 485 - -
-------------------------------------------------------------------------------------
Adjusted
profit for the
period 2,198 149.3 1.47 1,379 148.0 0.93
Effect of
dilutive
securities
Options - 0.5 - - 1.4 -
-------------------------------------------------------------------------------------
Diluted
adjusted EPS 2,198 149.8 1.47 1,379 149.4 0.92
=====================================================================================
5 Intangible assets
Brands/
publishing Computer
rights software Total
------------------------------------------------------
£'000 £'000 £'000
Cost
At 1 July 2005 688 8,352 9,040
Additions 4,355 463 4,818
Additions - internally
generated - 421 421
--------------------------------------------------------------------------------
At 31 December 2005 5,043 9,236 14,279
================================================================================
Aggregate amortisation
At 1 July 2005 18 4,946 4,964
Charge for the period 37 950 987
--------------------------------------------------------------------------------
At 31 December 2005 55 5,896 5,951
================================================================================
Net book amount
At 31 December 2005 4,988 3,340 8,328
At 30 June 2005 670 3,406 4,076
================================================================================
The additions of £4,355,000 within brands and publishing rights relates to the
acquisitions of the 'UKTP' magazines and The Recruiter and is comprised of cash
consideration of £4,253,000 and acquired net liabilities of £102,000.
6 Exceptional administrative credit / (cost)
Centaur Holdings plc acquired the Centaur Communications Group in March 2004.
The net assets acquired included a contingent consideration payable to
the previous shareholders of the Synergy Group ('Synergy') and is based on the
profits of Synergy to 30 June 2007. At 31 December 2005 the provision for this
consideration has been reassessed and reduced to £500,000 resulting in a release
to the profit and loss account of £2 million. The release of this provision has
been treated as an exceptional item.
The exceptional cost of £485,000 in the six months ended 31 December 2004
relates to fee's in respect of the admission of Centaur Holdings plc to the
official list of the London Stock Exchange on 17 December 2004.
7 Statement of changes in shareholders' equity
6 months ended 6 months ended Year ended
31 December 31 December 30 June
2005 2004 2005
-------------------------------------------------------
£'000 £'000 £'000
At 1 July 2005 148,685 143,525 143,525
New share capital issued - - 420
Share options - value of
employee services 224 294 511
Profit for the period 3,975 637 6,449
Dividends (1,792) (1,480) (2,220)
--------------------------------------------------------------------------------
At 31 December 2005 151,092 142,976 148,685
================================================================================
8 Cash flow from operating activities
Cash generated from operations
6 months ended 6 months ended Year ended
31 December 31 December 30 June
2004
2005 2005
----------------------------------------------
£'000 £'000 £'000
Profit for the period 3,975 637 6,449
Adjustments for:
Tax 927 405 2,754
Depreciation 319 436 557
Profit on disposal of property,
plant and equipment (1) (16) (11)
Amortisation of intangibles 987 784 1,829
Interest income (220) (127) (295)
Interest expense - 5 3
Share of associates' profit (50) (39) (27)
Share option charge 195 261 457
Changes in working capital
(excluding effects of acquisitions
and disposals of subsidiaries)
Increase in inventories (570) (344) (135)
Decrease / (increase) in trade
and other receivables 1,037 (904) (2,601)
Increase in payables 583 1,824 1,507
Decrease in provisions (2,000) (295) (841)
--------------------------------------------------------------------------------
Cash generated from operations 5,182 2,627 9,646
================================================================================
9 Adoption of International Financial Reporting Standards ('IFRS')
The following tables provide a summarised reconciliation of equity and profit
following the adoption of IFRS. A statement containing detailed reconciliations
is also published today and is available on the Group's website at
www.centaur.co.uk.
Reconciliation of profit before taxation
Six months Year
ended ended
31 December 30 June
2004 2005
----------------------------------------
£' 000 £' 000
(Loss) / profit before
tax previously reported under
UK GAAP (2,693) 2,616
IFRS adjustments:
Amortisation of goodwill 3,555 7,034
Share based payments and
other employee benefits 180 (447)
------------------------------------------------------------------------------
Profit before tax in
accordance with IFRS 1,042 9,203
Taxation:
Taxation as previously
reported under UK GAAP (414) (2,760)
Tax effect of
IFRS adjustments 9 6
-------------------------------------------------------------------------------
(405) (2,754)
-------------------------------------------------------------------------------
Profit for the period in
accordance with IFRS 637 6,449
===============================================================================
Reconciliation of equity
31 December 30 June
2004 2005
---------------------------------------
£' 000 £' 000
Total equity previously
reported under UK GAAP 138,625 140,216
IFRS adjustments:
Amortisation of goodwill 3,555 7,034
Dividends 740 1,792
Employee benefits - holiday pay - (431)
Deferred tax 56 74
--------------------------------------------------------------------------------
Total equity in accordance
with IFRS 142,976 148,685
================================================================================
This information is provided by RNS
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