Preliminary Results

Centaur Holdings PLC 20 September 2005 Centaur Holdings plc Preliminary Results for the year ended 30 June 2005 Centaur Holdings plc (Centaur), the specialist business publishing and information group, announces results for the year ended 30 June 2005. Centaur's premier brands include Marketing Week, Design Week, Creative Review, Money Marketing, Mortgage Strategy, The Lawyer, The Engineer, New Media Age and Homebuilding & Renovating and the online service Perfect Information. Highlights •Turnover up 6% to £72.2m (2004 (note 1): £68.3m) •EBITDA (note 2) up 38% to £12.2m (2004: £8.8m) •EBITDA margin strongly ahead at 17% after costs associated with Finance Week and Perfect Information (2004: 13%) •Underlying EBITDA (note 2) at £14.3m, giving a margin of 20% (2004: £9.7m; 14%) •Profit before tax ('PBT') of £2.6m compared to £3.4m in Pro Forma year ended 30 June 2004 due to full year impact of amortisation of goodwill •Adjusted profit before tax (note 3) up 60% to £10.2m (2004: £6.3m) •Continuing recovery in advertising with revenues up by 8% on 2004, led by recruitment advertising up 16% •Continued growth in exhibitions, including 4 new shows launched during the year •Fully diluted EPS before amortisation and exceptional items up 64% to 4.80p (2004: 2.93p) •Proposed final dividend of 1.2p per share (full year dividend of 1.7p compared with 1p in 2004) •Strong balance sheet and cash generation with net cash of £10.0m at 30 June 2005 (2004: £5.7m) •Positive start to new financial year Commenting on the preliminary results, Graham Sherren, Chairman and Chief Executive Officer of Centaur said: 'I am pleased to announce that Centaur is reporting record profits in the 12 months to 30 June 2005, with adjusted PBT, at the top end of expectations, up 60% to £10.2m. Revenue, which grew 6% in the year, benefited from further recovery in the advertising cycle and from the results of new and recently launched products. This performance has resulted in a dramatic improvement in our reported ebitda margins to 17% (2004: 13%). Excluding our two major new development initiatives (Perfect Analysis and Finance Week) the margin achieved was 20% (2004: 14%). 'The recovery in the advertising cycle that started towards the end of 2003 is continuing. Our growth prospects continue to be well supported by our pipeline of new and recently launched products. Revenues in the first quarter are ahead of the same period last year. The outlook is encouraging and we expect 2006 results to demonstrate further good progress.' Notes 1. The Pro Forma 2004 ('2004') results are based on a full 12 months trading for the Centaur Communications Group that became part of Centaur Holdings plc on 10 March 2004. 2. Centaur's key internal measure of profit is earnings before interest,tax, depreciation and amortisation and excluding exceptionals (EBITDA). In addition, 'underlying' results of continuing operations are presented to provide a better indication of overall financial performance. The 'underlying' results exclude the impact of recent acquisitions or disposals and of new launches into new communities. 3. Adjusted PBT is profit before tax, excluding the impact of amortisation of intangibles and of exceptional items and amounts written off investments. Enquiries: Centaur Holdings plc Graham Sherren, CEO Tel: 020 7970 4000 Geoff Wilmot, CFO Gavin Anderson & Company Richard Constant Tel: 020 7554 1400 Robert Speed Janine Brewis Chairman's Statement Introduction I am pleased to announce that Centaur is reporting record profits in the 12 months to 30 June 2005, with adjusted PBT at the top of expectations up 60% to £10.2million. Revenues, which grew 6% in the year, benefited from further recovery in the advertising cycle and from the results of new and recently launched products. This year on year revenue growth was partially offset by the adverse impact of biannual engineering exhibitions held in the prior year and by our decision to reduce the number of conferences staged in the year to June 2005,which resulted in a corresponding improvement in margins from events. EBITDA increased by 38% to £12.2million, representing a dramatic improvement in margin to 17% from 13% in the previous year. Meanwhile, underlying margins, after excluding the results of our major new development initiatives, Finance Week and Perfect Analysis, rose to 20% (2004: 14%). Profit before tax amounted to £2.6million compared with £3.4million in the year ended 30 June 2004. The 2005 result is stated after charging, within administrative expenses, £7.1million of goodwill amortisation (2004 £2.4million), principally relating to the goodwill arising on the purchase of the Centaur Communications Group (CCG) by the Company on 10 March 2004. PBT in the year to 30 June 2005 also included deductions of £0.5million of exceptional administrative costs associated with the move of the Company from AIM to the Official List in December 2004. Finally, cash balances at 30 June 2005, net of loan note creditors, stood at £10.0million (2004: £5.7million). In light of this performance, the Board is recommending a final dividend of 1.2p per share, which will be paid to shareholders on the register as at 18 November 2005. It is proposed that the dividend will be paid on 16 December 2005. The Company will not be proposing any Scrip Dividends or Dividend Reinvestment Plan Options. The recovery in the advertising cycle that started towards the end of 2003 continued through the year to June 2005, although certain business sectors performed more strongly than others. Nevertheless, total advertising turnover during the year increased by 8% over the equivalent prior year period. As in the previous year, this recovery was led by growth in recruitment advertising, which increased by 16% on the previous year. We also continued to see promising growth in other areas of the business, in particular our internet businesses and our exhibitions. This reflected the success of the principal focus of our strategy in the past few years, which has been to extend our major publishing brands into other media, notably events and online. The Centaur Communications Group (CCG) has developed most of its business organically. Where acquisitions have been made, they have tended to be early stage acquisitions, rather than the purchase of established businesses or products. This strategy continued in the year to 30 June 2005 and the key developments and initiatives in the period are outlined in the Operating Review. The recovery in the advertising cycle is continuing and our growth prospects continue to be well supported by our pipeline of new and recently launched products. Revenues in the first quarter are ahead of the same period last year. The outlook is encouraging and we expect FY 2006 results to demonstrate further good progress. Finally, my thanks to all my colleagues who as always have performed with great energy and enthusiasm. Operating Review Trading Review Centaur's rapid growth in the year continued to be supported by its pipeline of new and recently launched products. Overall, about 15% of revenues generated in the last financial year were from products or events launched within the past three years and less than 2% of revenues were from businesses acquired within the same period. The bulk of these new launches have been in existing communities, exploiting and extending established leading brands. As a result these are already significantly profitable, generating an EBITDA margin in the year of 10%. Losses from acquisitions were generated principally by the new product development costs in Perfect Information arising from the acquisition of Synergy. Marketing, Creative & New Media Revenues in our largest market segment grew 3% in the year, but tight cost control, notably in conferences, enabled us to improve margins to 19% (2004: 15%). The advertising recovery in this sector has been variable, partly reflecting the consumer and retail slowdown experienced in the last year. Nevertheless, recruitment advertising in particular has held up reasonably well and our leading magazines in this sector, Marketing Week, Design Week and Creative Review all achieved modest revenue growth in the year as a whole. The direct marketing segment, for which we publish the weekly magazine Precision Marketing, remained weak. The Insight and InStore shows both delivered strong revenue and profits growth. The DM Show, run in September 2004, did not improve its results year on year and the new show, the Total Motivation Show, operated close to break-even. The second new marketing show, the Online Marketing Show, made a useful profit contribution in its first year. As noted above, we reduced the number of conferences, but improved the profitability of these events. Our internet portal, mad.co.uk, which serves the marketing, advertising and design communities, also had a successful year, delivering record profits and margins. Legal & Financial This was our most successful market segment, reflecting the strength of the underlying communities served. Revenue grew 12% year on year and we achieved a margin of 20% (2004:17%). If the results of the newly launched Finance Week were excluded, the margin would have been 27%. This division's two leading titles, Money Marketing and The Lawyer, each ended the year strongly. Money Marketing recovered from a weak third quarter, and the improved outlook also helped its sister title, Fund Strategy, to end the year strongly. The Lawyer, meanwhile, recorded its best performance ever. Mortgage Strategy, launched in autumn 2001, continued to grow throughout the year. Finance Week revenues have been building steadily. Recruitment revenues grew more slowly than anticipated, but are expected to be a major source of income for the magazine. We believe it is essential to provide the market with an electronic job site alongside the printed medium. Having reviewed the possibility of acquiring an existing financial job-site, we concluded that we would achieve a higher return in the long run by building our own, which we have now done. In exhibitions the previous year's partial replacement of small roadshow-style events by larger regional events resulted in revenues and profitability recovering strongly. We also achieved further valuable contributions from the leading awards events run for each specialist community and from The Lawyer's European Summit. Revenues and profits from our three major internet businesses in this division (Money Marketing Online, TheLawyer.com and Headline Money) grew strongly and each of these business units is now generating a good marginal contribution to central overheads. The first two sites noted above also successfully upgraded their technology platforms during the year and have significant potential for further growth. Construction & Engineering Despite the adverse impact of biannual exhibitions not scheduled during the year to June 2005, revenues from this market segment grew by 6% and that, combined with continued cost reductions in the engineering portfolio, led to a doubling of the margin to 16%. The leading title in the engineering portfolio is The Engineer, which we have successfully re-positioned as the news magazine for technology and innovation, published principally for those involved in the development of new applications and transferable technology. The magazine delivered over 10% revenue growth in the period and traded profitably for the year and its associated web site also traded profitably in the fourth quarter. Although there has been a well-publicised slowdown in the housing market, the major title in the Construction sector, the monthly publication Homebuilding & Renovating, delivered further growth in revenues. In addition, each of the six established Homebuilding exhibitions generated further growth in revenues, and were boosted by the successful launch of the Smart Homes Show, run alongside the National Homebuilding Show in April 2005. Perfect Information Perfect Information's (PI) results continued to be held back by the effects of the trading losses and development costs of Perfect Analysis (PA). The development programme, which is being conducted partly in cooperation with a major investment banking client, is on track to be completed in early 2006. As noted in our interim accounts, we have taken steps to reduce the cost base of Perfect Information, principally in respect of fixed costs taken on with the acquisition of Synergy. As a result, losses associated with PA were substantially reduced in the second half. The market for PI's corporate filings service improved during the year, supported by improving M&A activity. As a result, the company achieved a record level of new subscriptions for its core product Perfect Filings. These contracts, whose revenues are recognised over the life of the subscription period, were largely second half weighted. This factor, combined with rationalisation costs, held back underlying profitability in the year. However, the new financial year has started strongly, including the first new subscription business in the US market. Other Overall our other products experienced a small increase in revenues, but a marked improvement in margin in the year to June 2005. Revenue growth was driven principally by a strong performance by the Employee Benefits suite of products, offset to an extent by continued difficulties experienced within the international antique rugs market. Throughout the group we continued to focus on new business opportunities in the year to 30 June 2005 and the key initiatives in the period are outlined below. Magazines In November 2004 we launched Finance Week, published for senior finance professionals working in the corporate sector. The magazine has been well received by its readers and revenues are steadily building. As we anticipated, we have incurred substantial start-up operating losses on this project, amounting to £1.4m in the period to 30 June 2005. However, we believe that the magazine will be established as a leading information brand in its sector and its success will also present us with considerable opportunities for future growth through other media, again particularly through events and online. In October 2004 we launched Data Strategy, a monthly publication for data professionals, published by the team behind our weekly periodical, Precision Marketing. The magazine made a useful profit contribution in the year and supported a profitable related conference in the second half. Online The development of the Internet as an advertising and information medium is transforming the business opportunities available to Centaur. We have invested steadily in our internet operations and they are now delivering high rates of revenue growth and in many cases are already generating higher profit margins. During the past year we upgraded the technology platforms of three of our four largest internet services, in order to enhance the robustness, scalability and cost-effectiveness of these operations, which we believe have high growth potential. Investment to upgrade the technology platform of the fourth major internet service, mad.co.uk, has just been completed and the new service re-launched in September 2005. The past year has also been a period of significant development activity within our largest online business, Perfect Information. The major focus of this development has been on its new equity research tool, Perfect Analysis (PA), based on technology acquired in the purchase of Synergy in the previous year. We have secured some new clients for this service during the year but our emphasis has been on delivering the major added-value improvements we have identified as necessary to secure competitive advantage. The development programme is in its final stages and we expect to launch the new completed version of PA in early 2006. We have also during the year launched two new products in the PI portfolio - Perfect Debt (a fully text and clause-searchable tool for the debt professional) and Perfect Search (a new web-based interface for the US market). Both products have started to generate new sales for PI. Events We organised four new exhibitions during the year, bringing to 17 the total number of new shows launched in the past 5 years. In September 2004 we organised the Business Travel Show in Dusseldorf for the first time. This show is the first of its kind serving the largest business travel market in Europe. The launch show was well received by exhibitors and we achieved a high level of re-booking for the following year's show, which has just run profitably in mid-September 2005. Also, in September 2004, we organised the first Total Motivation Show at Olympia, a show designed for all those involved in the incentivisation of customers and staff. In April 2005, we organised the first Smart Homes Show alongside our National Homebuilding Show in the NEC, Birmingham, which attracted over 40,000 visitors. This was a great success and contributed to a record level of on-site re-bookings by exhibitors. Its success also encouraged us to launch a second Smart Homes show alongside our London Homebuilding Show in October 2005. Also in April 2005, we organised a smaller version of the Subcon show, successfully converting what had previously been a biannual event into an annual exhibition. In June 2005, we organised the Online Marketing show, sponsored principally by our leading magazine New Media Age. This followed on from the success of our new awards event, the Interactive Marketing Awards, launched in November 2004 as a joint venture between Marketing Week and New Media Age. For Conferences, this was a year of consolidation. We organised 10% fewer conferences with a corresponding reduction in revenues from these events. However, this loss of revenue was more than compensated for by a marked improvement in overall margins from Events, which increased to 18% (2004: 7%). Acquisitions Our acquisition strategy has been based principally on early-stage or in-fill acquisitions. In February 2005 we completed the acquisition of Logistics Manager, a monthly magazine with two related shows. The purchase price was £0.5m and the acquired assets had achieved a profit contribution in the 12 months before sale amounting to approximately £0.2m. This acquisition takes us into a new community. We believe this is a market with significant growth potential, driven by the increased impact of the internet on distribution and these assets constitute a good base from which to exploit that potential. Current Development Activity In the new financial year, we are continuing to develop new products at a steady pace. Most of our development effort will focus on extending our established brands into new areas. Innovation is central to Centaur's culture and is an almost constant activity across the whole portfolio. In mid-September 2005 we organised the first Mortgage Summit, in Spain, which made a good first year contribution. In October 2005, we will be organising the second Smart Homes Show alongside our London Homebuilding Show in Excel, London, following the success of the initial event in April 2005. In March 2006, we will organise the Scottish Financial Services Show for the first time, sponsored by Money Marketing. Also in the Spring of 2006, we will hold the first Fund Strategy Summit. In autumn 2005, we plan to publish the first issue of Modern Carpets and Textiles magazine, a bi-monthly magazine which will be published by the Hali team. There is currently no specialist magazine dedicated to the editorial needs of the modern carpets and textiles industry and the Hali team is well qualified to meet those needs. Also in autumn 2005, we plan to publish a new specialist consumer magazine entitled Move or Improve, a sister publication to the successful monthly publication Homebuilding and Renovating. We are continuing to develop the Logistics Manager brand, acquired in February 2005. We have redesigned the magazine, upgraded the circulation, launched a new web-site to support the magazine and will launch a third regional exhibition in the fourth quarter of the new financial year. Data Strategy will run a new awards event in October 2005. The Engineer will run a new awards event for the sector in April 2006 and will also publish a new Annual, celebrating the 150th anniversary of the magazine. Finance Week has in the first quarter added a job-site to its internet site, financeweek.co.uk as an essential part of its strategy to be the market leading recruitment advertising medium in this sector. In early September 2005, Perfect Information (PI) released its Excel add-in facility for Perfect Analysis (PA). This is an important milestone in the overall development of PA and delivers a number of attractive features for its core equity research users. In early 2006, PI plans to complete its development of PA and release it as a fully web-based service. Notes 1. Centaur's key internal measure of profit is earnings before interest, tax, depreciation and amortisation and excluding exceptionals (EBITDA). In addition, 'underlying' results of continuing operations are presented to provide a better indication of overall financial performance. The 'underlying' results exclude the impact of recent acquisitions or disposals and of new launches into new communities. Adjusted PBT is profit before tax, excluding the impact of amortisation of intangibles and of exceptional items, including share-based payments. 2. Centaur's product portfolio currently comprises 9 weekly magazines, 1 fortnightly magazine, 11 monthly magazines, 4 magazines of a quarterly or bi-monthly frequency, 2 monthly newsletters, 27 annuals, 19 online products, 25 awards or other sponsored events, 25 exhibitions and 90 conferences. 3. Centaur reports its results within 5 distinct divisions, namely Marketing and Creative, Legal and Financial, Engineering and Construction, Perfect Information and Other. The first 3 segments comprise principally the following vertical business communities in which Centaur publishes market-leading magazine titles: Marketing Services, Creative Services, New Media, Retail Financial Products, Legal Services, Engineering, Private Homebuilding. 4. It also enjoys strong positions in a number of other specialist communities, namely HR, Visual Arts Production, Construction, Antique Rugs and Textiles, Logistics and Public/Private Finance. In addition, it serves the Business Travel community with 3 leading trade shows in the UK and overseas. Consolidated profit and loss account for the year ended 30 June 2005 Actual Pro forma Actual Year ended Year ended 30 Oct 2003 30 June 30 June to 30 June 2005 2004 2004 --------------------------------------------- Note £'000 £'000 £'000 Turnover 1 72,215 68,254 25,493 Cost of sales (39,248) (38,017) (13,609) ================================================================================ Gross profit 32,967 30,237 11,884 Distribution costs (4,164) (4,287) (1,259) Administrative expenses (26,506) (22,468) (8,983) -------------------------------------------------------------------------------- EBITDA before exceptional costs 1 12,202 8,823 4,905 -------------------------------------------------------------------------------- Depreciation of tangible fixed assets (2,368) (2,676) (987) Amortisation of goodwill (7,052) (2,437) (2,186) Exceptional administrative costs (485) (228) (90) -------------------------------------------------------------------------------- Operating profit 2,297 3,482 1,642 Share of associate's operating profit 27 - - ================================================================================ Profit on ordinary activities before interest 2,324 3,482 1,642 Interest receivable and similar income 295 196 71 Amounts written off investments - (274) - Interest payable and similar charges (3) (7) (4) -------------------------------------------------------------------------------- Profit on ordinary activities before taxation 2,616 3,397 1,709 Tax on profit on ordinary activities 2 (2,760) 1,222 (1,169) -------------------------------------------------------------------------------- (Loss) / profit for the financial year (144) 4,619 540 Dividends (2,532) (1,480) (1,480) Retained (loss) / profit for the period (2,676) 3,139 (940) ================================================================================ Earnings per share 3 Basic (loss) / earnings per share (pence) (0.10) 3.12 0.79 Fully diluted earnings per share (pence) - 3.00 0.73 Adjusted earnings per share (pence) 4.99 3.04 4.13 Fully diluted adjusted earnings per share (pence) 4.80 2.93 3.80 -------------------------------------------------------------------------------- Consolidated Balance Sheet at 30 June 2005 2005 2004 ------------------------------------ Note £'000 £'000 Fixed assets Intangible fixed assets 132,062 138,701 Tangible fixed assets 5,502 5,311 Investments 212 185 -------------------------------------------------------------------------------- 137,776 144,197 Current assets Stocks 1,320 1,185 Debtors 15,761 14,771 Cash at bank and in hand 12,480 9,132 -------------------------------------------------------------------------------- 29,561 25,088 Creditors: amounts falling due within one year (24,621) (23,426) -------------------------------------------------------------------------------- Net current assets 4,940 1,662 -------------------------------------------------------------------------------- Total assets less current liabilities 142,716 145,859 Provisions for liabilities and charges (2,500) (3,387) -------------------------------------------------------------------------------- Total net assets 140,216 142,472 ================================================================================ Capital and reserves Called up share capital 15,012 14,879 Share premium account 287 127,047 Other reserves 1,486 1,486 Profit and loss account 123,431 (940) -------------------------------------------------------------------------------- Equity shareholders' funds 140,216 142,472 -------------------------------------------------------------------------------- Group cash flow statement for the year ended 30 June 2005 Actual Pro forma Actual Year ended Year ended 30 Oct 2003 30 June 30 June to 30 June 2005 2004 2004 --------- --------- --------- Note £'000 £'000 £'000 Net cash inflow from operating activities 9,646 7,153 4,937 -------------------------------------------------------------------------------- Returns on investments and servicing of finance Interest received 293 196 71 Interest paid (49) (174) (61) ================================================================================ Net cash inflow from returns on investments and servicing of finance 244 22 10 Taxation (1,105) (671) (356) -------------------------------------------------------------------------------- Capital expenditure and financial investment Purchase of tangible fixed assets (2,564) (2,166) (667) Sale of tangible fixed assets 16 24 11 Purchase of intangible fixed assets (565) (195) (120) ================================================================================ Net cash outflow for capital expenditure and financial investment (3,113) (2,337) (776) Acquisitions and disposals Proceeds from the disposal of subsidiary undertakings 417 617 - Acquisition / disposal expenses paid - (2,921) (2,780) Cash at bank and in hand acquired with subsidiary undertakings - 58 6,274 Purchase of subsidiary undertakings - (128,736) (127,634) ================================================================================ Net cash inflow / (outflow) from acquisitions and disposal of subsidiary undertakings 417 (130,982) (124,140) Equity dividends paid to shareholders (2,220) - - ================================================================================ Net cash inflow / (outflow) before financing 3,869 (126,815) (120,325) Financing Issue of ordinary share capital 420 134,445 131,994 Cash (repaid) / received in respect of loan notes (941) 3,429 3,429 Share capital issue costs - (5,968) (5,968) -------------------------------------------------------------------------------- Net cash (outflow) / inflow from financing (521) 131,906 129,455 ================================================================================ Increase in cash 3,348 5,091 9,130 ================================================================================ Basis of Preparation Actual The consolidated financial statements include all the Group's activities for the year ended 30 June 2005. The company was incorporated on 30 October 2003 as a private limited company and did not trade until 10 March 2004 when it acquired Centaur Communications Ltd and its subsidiaries ('the Centaur Communications Group'). As a result the actual comparative refers to the period 30 October 2003 to 30 June 2004. Pro forma The Pro Forma results for 2004 are based on a full 12 months trading for the Centaur Communications Group that became part of Centaur Holdings plc on 10 March 2004. Notes to the financial statements 1 Segmental analysis The Group is involved in the single activity of the creation and dissemination of business and professional information in the UK. There is therefore no segmental reporting required. However, set out below are business analyses of Group turnover and EBITDA before exceptional costs ('EBITDA'). Analysis by division Actual Pro forma Year ended Year ended 30 June 30 June 2005 2004 -------------------------------------------------------- Turnover EBITDA Turnover EBITDA £'000 £'000 £'000 £'000 Marketing, Creative and New 24,670 4,686 23,911 3,624 Media Legal and Financial 22,049 4,447 19,677 3,385 Construction and 13,320 2,129 12,530 967 Engineering Perfect Information 5,904 407 6,099 749 Other 6,272 533 6,037 98 -------------------------------------------------------------------------------- 72,215 12,202 68,254 8,823 ================================================================================ Analysis by source Actual Pro forma Year ended Year ended 30 June 30 June 2005 2004 ------------------------------------------ Turnover Turnover £'000 £'000 Recruitment advertising 11,587 9,989 Other advertising 26,725 25,359 Circulation revenue 5,267 5,108 Online subscriptions 6,882 6,303 Events 20,819 19,722 Other 935 1,773 -------------------------------------------------------------------------------- 72,215 68,254 ================================================================================ Analysis by product type Actual Pro forma Year ended Year ended 30 June 30 June 2005 2004 ------------------------------------------------------------- Turnover EBITDA Turnover EBITDA £'000 £'000 £'000 £'000 Magazines 39,356 7,163 37,224 6,432 Events 20,819 3,754 19,722 1,338 Online Products 10,672 907 9,981 894 Other 1,368 378 1,327 159 -------------------------------------------------------------------------------- 72,215 12,202 68,254 8,823 ================================================================================ Analysis by maturity Actual Pro forma Year ended Year ended 30 June 30 June 2005 2004 ----------------------------------------------- Turnover EBITDA Turnover EBITDA £'000 £'000 £'000 £'000 Existing communities -established products 60,538 13,256 55,560 7,948 -new products 10,377 1,077 12,077 1,781 ------------------------------------------------ Underlying turnover and EBITDA 70,915 14,333 67,637 9,729 Acquisitions 1,077 (738) 617 (733) New communities - new products 223 (1,393) - (173) -------------------------------------------------------------------------------- 72,215 12,202 68,254 8,823 -------------------------------------------------------------------------------- New product development is defined as any product launched in the last three years and is reported by reference to the three years preceding each reporting date. A community is defined by reference to the consumers of the relevant products. A new community is defined as any group of consumers not previously served by any products in the three years preceding each reporting date. Acquisitions are also reported by reference to the three years preceding each reporting date. Substantially all net assets are located and all turnover and EBITDA are generated in the United Kingdom. 2 Tax on profit on ordinary activities Actual Pro forma Actual Year ended Year ended 30 Oct 30 June 0 June 2003 to 30 2005 2004 June 2004 --------------------------------------------- £'000 £'000 £'000 Analysis of charge in period UK corporation tax at 30% - Current year 1,617 - - - under/(over)provision in previous periods 211 (156) - -------------------------------------------------------------------------------- 1,828 (156) - ================================================================================ Deferred taxation Current year (origination and reversal of timing differences) 185 (287) (96) Utilisation and (recognition) of tax losses 925 (779) 1,265 Adjustment in respect of prior years (178) - - -------------------------------------------------------------------------------- 932 (1,066) 1,169 -------------------------------------------------------------------------------- Tax on profit on ordinary activities 2,760 (1,222) 1,169 ================================================================================ The factors affecting the tax charge for the period were: Profit on ordinary activities before tax 2,616 3,397 1,709 Profit on ordinary activities multiplied by standard rate of corporation tax in the UK 2005: 30% (2004: 30%) 785 1,019 513 Effects of: Expenses not deductible for tax purposes 2,161 972 656 Capital allowances for the period (in excess of) / less than depreciation (240) 722 219 Utilisation of tax losses (925) (2,713) (1,388) Statutory deduction in respect of non-capital R & D expenditure (164) - - Adjustments to tax charge in respect of previous periods 211 (156) - -------------------------------------------------------------------------------- Current tax charge / (credit) for period 1,828 (156) - ================================================================================ 3 Earnings per share The calculations of earnings per share are based on the following profits and numbers of shares: Actual Pro forma Actual Year ended Year ended 30 Oct 2003 30 June 30 June to 30 June 2005 2004 2004 -------------------------------------------- £'000 £'000 £'000 (Loss)/ profit for the financial year (144) 4,619 540 Amortisation of goodwill 7,052 2,437 2,186 Amount written off investments - 274 - Exceptional deferred tax credit - (3,057) - Exceptional administrative costs 485 228 90 -------------------------------------------------------------------------------- Adjusted profit for the financial year 7,393 4,501 2.816 -------------------------------------------------------------------------------- Weighted average number of ordinary shares 148,261,194 147,994,118 68,223,627 Dilutive effect of share options 5,764,839 5,807,266 5,807,226 -------------------------------------------------------------------------------- Weighted average number of shares in issue taking account of applicable outstanding share options 154,026,033 153,801,384 74,030,853 -------------------------------------------------------------------------------- (Loss)/ earnings per share (pence) (0.10) 3.12 0.79 Diluted (earnings per share (pence) - 3.00 0.73 Earnings per share (pence) using adjusted profit for the financial year 4.99 3.04 4.13 Diluted earnings per share (pence) using adjusted profit for the financial year 4.80 2.93 3.80 -------------------------------------------------------------------------------- The adjusted earnings per share have been provided in order that the effect of goodwill amortisation, the prior year exceptional deferred tax credit together with the other items listed above can be fully understood. The exceptional deferred tax credit of £3,057,000 in the Pro Forma year ended 30 June 2004 related to the exercise of share options in Centaur Communications Ltd. This information is provided by RNS The company news service from the London Stock Exchange
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