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Whitehead Mann PLC (WHT)

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Tuesday 11 June, 2002

Whitehead Mann PLC

Final Results

Whitehead Mann Group PLC
11 June 2002

11 June 2002

                          Whitehead Mann Group Plc

     Announcement of audited results for the year ended 31 March 2002



•         Group turnover up 11% at £64.6 million (2001: £58.1 million).
•         Operating Profit* up 33%, to £11.5 million (2001:  £8.6 million).
•         Earnings per share* up 17% to 34.34p (2001: 29.37p).
•         Dividend per ordinary share declared of 13.6p for the year, up 6%.
•         Last financial year most difficult in sector for more than a decade. 
          New business trends have been stronger since January though this only 
          began to impact on revenue at the start of the new financial year.

* Before exceptional items and goodwill amortisation


•         Baines Gwinner integration consolidates Whitehead Mann's position as 
          most powerful search firm in UK and expands international presence in 
          financial services in New York and Hong Kong.
•         Evolving market proposition strategically positions Whitehead Mann as 
          Consultants In Leadership.
•         New trading platforms established in Germany (Munich and Frankfurt).
•         Comprehensive review of cost base undertaken.
•         Group re-branded under single Whitehead Mann name.

Gerard Clery-Melin, the Chief Executive, commented:

"Whitehead Mann is now a significant international firm, unified around a single
brand name, successfully positioned at the top end of the market with a strategy
built around the development of sophisticated leadership services.

We have come through a testing episode in our development. We continue to build
our professional standing upon enduring client relationships, themselves based
upon our capacity for delivering outstanding service.

We have emerged stronger through adversity and I believe we are well placed to
consolidate our position as the most innovative and dynamic leadership
consultancy in our sector".

Enquiries to :
Gerard Clery-Melin - Chief Executive
Matthew Brassington - Finance Director
Tel - 020 7282 8000 (until Midday)
Tel - 020 7290 2000 (thereafter)

Toby Mountford
Seb Hoyle
Citigage Dewe Rogerson
020 7282 8000


For the year ended 31 March 2002 turnover increased by 11%.  After adjusting for
the timing of acquisitions completed over the last two years turnover fell by
10%, a strong performance in the context of the most difficult year the search
industry has seen for more than a decade.  After exceptional costs and the
amortisation of goodwill, earnings per share were 34.34p, up 17% on last year
(2001 : 29.37p).  Basic earnings per share were 16.08p (2001 : 22.73p).

Our performance reflects our strategic decision to position ourselves at the
very top of our marketplace.  We continue to trade strongly in boardroom-level
assignments and to a large extent this has protected the Group from the worst of
the wider economic downturn. In addition, we have progressed in our efforts to
transform ourselves from a search business into an international leadership
consultancy. Having acquired Baines Gwinner, and with it a more substantial
platform in Hong Kong, and opened new offices in both Frankfurt and Munich
during the year, our geographic footprint is now largely complete. Moreover the
successful integration of The Change Partnership, together with the ongoing
development of our assessment business, now means that Whitehead Mann offers its
clients a range of integrated services that is unique in the marketplace.

This performance also testifies to the extraordinary range and depth of talent
within the Group. I would like to take this opportunity to thank all our staff
for their contribution during what was a challenging year.  Their commitment and
energy ensured that we weathered the storm better than most firms in our sector.
We enter the new financial year in good heart and in good shape.

This does not diminish the sadness the Group feels at the untimely deaths of Sir
Peter Parker, our Chairman for more than 16 years and my immediate predecessor,
and Henry King, who served as a non-executive director until July 2001. Both
contributed a great deal to the success of the Group, and their deaths will be
keenly felt.

Clive Mann, who has served the business with great distinction for over 20
years, more recently as Deputy Chairman, reaches normal retirement age in July
2002.  I am delighted to say that, thereafter, he has agreed to continue to
serve the Group as a Non-Executive Director.

Dr Anna Mann has indicated her intention to retire in March 2004.  Until that
date, Anna will continue to represent Whitehead Mann in a senior client service
role initiating and conducting high level consulting and search assignments.


Our performance in 2001/2 and the measures taken to reduce our cost base, afford
us a sound platform as we enter the new financial year.  Meanwhile, despite the
uncertainties of the external environment, we are continuing to invest in people
in key market segments to strengthen our international presence.

Compared with the final quarter of 2001/2, we have experienced a modest
improvement in revenue over the first two months of the new year, although the
pace and sustainability of this recovery remains difficult to predict.  At this
stage however, we remain cautiously optimistic.

Peter Foy



The last financial year has been the most difficult for our sector for more than 
a decade.

Deep and protracted cuts in recruitment and other human capital programmes have
caused substantial difficulties for companies in our industry, affecting not
only short-lived e-recruitment consultancies but also our most established and
meaningful competitors.

Against this background, the Group performed well.  Moreover, given the
commitment of our people and the measures we have taken to cut our cost-base,
the business is well placed to take advantage of any recovery in trading
conditions during the current financial year.

For the year ended 31 March 2002, reported turnover rose by 11% to £64.6 million
(2001: £58.1 million), whilst operating profit, before the amortisation of
goodwill and exceptional charges, was £11.5 million (2001: £8.6 million), up
33%. Earnings per share before goodwill amortisation and exceptional costs rose
by 17% to 34.34p (2001: 29.37p).

The Board is recommending a final dividend of 8.0p (2001: 7.6p) making a total
dividend for the year of 13.6p, up 6% on 2000/1. The final dividend will be paid
on 30 August 2002 to shareholders on the register on 2 August 2002.


•         Revenue Trend: On a like-for-like basis, turnover from existing
operations was 10% down on 2000/01. We started the year strongly before
experiencing a decline in the second and third quarters. New business trends
have been stronger since January though this only began to impact on revenue at
the start of the new financial year.

•         Reorganisation: Having completed four acquisitions in the last two
years, we undertook a comprehensive review of costs during the final quarter
leading to a reduction in headcount of 13% and a consequent reduction in other

•         People:  Despite these changes, we continue to strengthen our key
asset base: our people.  We employ over 390 staff, of which 148 are consultants.
During 2001/02 the firm made strategically significant hires, both extending our
sector expertise and strengthening our international presence.  Further
strategic hires in support of our North American and European operations will be
made in the coming year.

•         Baines Gwinner: Baines Gwinner was acquired in November 2001.  Most of
the work of integration has been completed, ahead of schedule and with little
disruption to the business.  The acquisition has:

•         Consolidated Whitehead Mann's position as the most powerful search
firm in the UK.  Baines Gwinner has reinforced our Investment Banking and Asset
Management practices, opened up substantial new capabilities in Debt and Equity
Capital Markets, and added a significant Legal Services practice.

•         Expanded our international presence in Financial Services in both New
York and Hong Kong, thus strengthening our position in these two key markets.

•         Provided the Group with an established platform in Hong Kong from
which we are able to serve Asia Pacific and develop our other Business

•         The Change Partnership: Executive coaching is fast becoming
established as the most effective means of transforming the performance of
business leaders. The Change Partnership, the UK's leading coaching
organisation, was acquired in February 2001 and has been successfully integrated
with our existing assessment capabilities to form our Leadership Consulting

•         Evolving Market Proposition: Critically, we have made progress on our
objective to position ourselves not only as consultants in executive search but
as consultants in leadership.  The Group believes that leadership - its renewal,
deployment and development - is the single most important organisational
priority for CEOs and Boards.   They require advice on how best to strengthen
and cultivate their top teams.  Our proposition satisfies this need by drawing
on our expertise in search, assessment and coaching.  With the "commoditising"
of the executive search industry, this positioning is of paramount strategic
importance. It involves our acting as advisors across the leadership agenda,
rather than merely as headhunters or coaches providing transactional solutions
within the agenda.

By selling a range of integrated services, our revised proposition allows us to
partner with our clients over an extended period and to create revenue streams
that are richer and more predictable.  Moreover, as advisors, we can develop
deeper client relationships and build our experience-base in leadership issues
faster and more effectively than our product-orientated competitors.  This
strategy is already bearing fruit.  Non-search revenue increased by more than
50% over the reporting period.

New Trading Platforms: At the start of the last financial year we stated that we
would develop new trading platforms in Germany and Asia Pacific. Munich and
Frankfurt are now established and should begin to contribute to Group earnings
this year.  The acquisition of Baines Gwinner has provided us with a platform in
Hong Kong on which to build a significant presence, as well extending our
sectoral reach in Financial and Legal Services.

We now have viable platforms in each of our core target geographies: UK, Europe,
North America and Asia Pacific.

•         Re-branding: Reflecting our new focus on delivering global leadership
services, the Group re-branded in February 2002.  GKR, Pendleton James and
Baines Gwinner were absorbed within the single brand name Whitehead Mann.  The
move makes the challenge of establishing the business as the premier brand in
leadership consulting more manageable. Not least, it reinforces a core marketing
message: that we offer a uniquely broad range of integrated services that
satisfy the leadership needs of organisations in any region, on any scale.


Our business is principally organised into five Business Groups; Financial
Services, General Practice, Technology and Media, Board Practice and Leadership

•         Financial Services Group (FSG): FSG performed reasonably in very
difficult market conditions during 2001/2. In part this is explained by the
breadth of our activities in the sector, which were augmented and extended by
the acquisition of Baines Gwinner.  Specifically, FSG is organised into teams
covering Retail Banking and Insurance, Wealth Management, Asset Management, Debt
and Credit, Equity, Wholesale Banking and Investment Banking. This range of
specialist teams is able to serve the strategic needs of our core global

FSG is led by Philip Marsden with members of the business group based in London,
New York, Boston, Paris and Hong Kong.

•         General Practice Group (GPG): GPG comprises specialist teams focused
on Consumer, Retail, Industrial and Business Services, Healthcare, Legal and
Professional Services. Led By Patrick Johnson, the team includes people in
London, our UK regional offices, New York, Paris, Munich, Frankfurt and Hong

The General Practice Group performed solidly in 2001/2 with Industrial and
Business Services performing particularly well.  The trading profile of GPG
remains somewhat UK biased and it is a priority to develop it internationally.

•         Technology and Media Group (TMG): Given the market conditions in
technology and telecommunications, it has been to our advantage that TMG is one
of the smallest of our core business groups. However, it is our intention to
develop our expertise and international reach in this sector.

Dona Roche-Tarry has recently been appointed to lead TMG. Her team includes
people in New York, London, Boston, Paris, Frankfurt and Hong Kong.  The
business focuses on media, systems, software, telecommunications and technology
driven professional services.

•           Board Practice Group (BPG): The BPG led by Dr Anna Mann, operates in
tandem with the other business groups specialising in senior executive and non-
executive board appointments for FTSE 100 and large multinational clients. The
BPG continued to grow during the year strengthening our position as the leading
search firm at board level in the UK and making significant headway in other

•         Leadership Consulting Group (LCG): LCG comprises The Change
Partnership, acquired in February 2001, our existing assessment business
(including our market-leading Management Asset Valuation (MAV) methodology,
psychometric profiling and referencing) and the recent addition of a small team
of senior consultants transferred from our search business. Peter Hogarth leads
the business group.

Our coaching business (The Change Partnership) experienced strong growth during
the year and is beginning to develop client relationships jointly with other
business groups.  We are confident that it will continue to perform strongly
during the current financial year.  The Assessment business, which at the start
of 2001/02 focused heavily on projects stemming from mergers and acquisitions,
is now more closely aligned with our wider leadership services.

Across all our business groups, our objective is to continue to increase our
share of top-level assignments for FTSE 100, Fortune 200, CAC 40 and DAX
organisations, and to emulate our premium UK position in all our geographies
through ongoing investments in people and relationships. During the reporting
period, the firm worked for well over fifty of the UK's FTSE 100 companies.
Across the whole Group, the average starting salary of executives placed by
Whitehead Mann during 2001/2 was £145,000, reflecting our position at the top of
the market.


•         UK: Our core area of operation remains the UK. The merged entities of
the former GKR, Baines Gwinner, The Change Partnership and Whitehead Mann have
established the enlarged Group as the pre-eminent brand in senior executive
search and leadership development services.

Trading conditions in the UK in 2001/2 were mixed with Investment Banking
particularly slow in the second half of the year and our MAV business quieter
than expected in the absence of significant M&A projects.  In contrast, our
Industrial and Business Services Group grew strongly, whilst Consumer and Retail
Banking and Insurance performed ahead of expectations.

•         North America: In the US, our operations continue to be developed on
the strength of the Pendleton James platform, acquired in August 2000. In light
of the severe deterioration in the US economy our own performance suffered until
the end of calendar 2001. Since then, trading in the US has improved
significantly and we are focusing on developing our General Practice and
Technology and Media business groups.

•         Rest of World: In its second full year of operation our Paris office
continued to develop although the second half of the year was not as strong as
the first. In Hong Kong we focus on Financial and Legal services often working
in conjunction with London.  In Germany both Frankfurt and Munich, having been
opened during the second half of the year, are now fully operational.


Following a review of the cost base, a redundancy programme was implemented in
the final quarter.  The cost of this exercise was £2.4 million and is shown in
the profit and loss account as an exceptional item.  In addition, we have taken
the opportunity to rationalise our property portfolio, mainly in London, where
we are moving from nine offices to five.  These changes cost £0.8 million and
have also been shown as an exceptional item.


Over the past two years, the Group has spent over £12 million in cash in
acquiring businesses, with a further £5.4 million in cash due over the next
three years. We have also spent over £7 million on capital expenditure, mainly
on offices to house the merged teams and IT infrastructure. Just under £4
million of this expenditure was funded by way of a share placing in January
2001. The remainder has been funded from working capital and medium term bank
facilities. Our operating cashflow remains healthy and we anticipate a return to
a net cash position (from a year-end borrowing position of £4.6 million) before
the end of the current financial year.


Over the past two years we have completed four acquisitions, fundamentally
changing the mix of our consultant team and the shape of our business. We are no
longer dependent on a relatively small number of revenue generators. Rather, our
professional teams now provide a balance of expertise that better serves the
needs of our clients.

We have also taken advantage of integration synergies to streamline our support
and consultant populations. As a result, employee numbers have been reduced by
more than 10%.  We still retain the capacity, however, to operate above present
levels of activity.  We have also rationalised our property portfolio, mainly in
London moving from nine offices to five, substantially improving internal
communications and enhancing our ability to operate as teams.


Whitehead Mann is now a significant international firm, unified around a single
brand name, successfully positioned at the high end of the market with a
strategy built around the development of sophisticated leadership services.

We have come through a testing episode in our development. We continue to build
our professional standing upon enduring client relationships, themselves based
upon our capacity for delivering outstanding service.

We have emerged stronger through adversity and I believe we are well placed to
consolidate our position as the most innovative and dynamic leadership
consultancy in our sector.

Gerard Clery-Melin
Chief Executive

Consolidated profit and loss account for the year ended 31 March 2002

  Consolidated profit and loss account for                                    
  the year ended 31 March 2002                                                
                                                Notes        2002        2001 
                                                          Audited     Audited 
                                                             £000        £000 
  Existing operations                                      60,509      37,527 
  Acquisitions                                              4,060      20,551 
                                                           64,569      58,078 
  Staff costs                                            (34,843)    (31,657) 
  Depreciation and goodwill amortisation                  (3,630)     (1,955) 
  Operating charges                                      (19,743)    (17,248) 
  Operating profit before amortisation of                  11,511       8,633 
  goodwill and exceptional costs                                              
  Exceptional costs                                 7     (3,189)       (360) 
  Goodwill amortisation                                   (1,969)     (1,055) 
  Operating profit                                          6,353       7,218 
  Interest payable                                          (310)        (60) 
  Interest receivable                                         211         179 
  Profit on ordinary activities before                      6,254       7,337 
  Tax on profit on ordinary activities             2      (2,793)     (2,900) 
  Profit on ordinary activities after                       3,461       4,437 
  Minority interest                                           249          -  
  Profit for the financial year                             3,710       4,437 
  Dividends paid and proposed                       4     (3,233)     (2,749) 
  Retained profit for the year                                477       1,688 
  Basic earnings per share                          4      16.08p      22.73p 
  Earnings per share before goodwill                4      34.34p      29.37p 
  amortisation and exceptional costs                                          
  Diluted earnings per share                        4      15.25p      21.76p 
  Statement of total recognised gains and losses                                                                      
                                                             2002        2001 
                                                             £000        £000 
  Profit for the financial year                             3,710       4,437 
  Currency translation differences on                        (49)          76 
  foreign currency investments                                                
                                                            3,661       4,513 

  Consolidated and company balance sheets as at 31 March 2002                                                           
                     Notes                Consolidated                Company 
                                  2002            2001        2002       2001 
                               Audited         Audited     Audited    Audited 
                                  £000            £000        £000       £000 
  Fixed assets                                                                
  Goodwill                      40,481          33,417           -          - 
  Tangible fixed                 8,541           5,422           -          - 
  Investments                    1,192           1,251      21,261     17,366 
                                50,214          40,090      21,261     17,366 
  Current assets                                                              
  Debtors                       18,264          17,886         992      1,008 
  Cash at bank                   1,971           3,102           -          - 
  and in hand                                                                 
                                20,235          20,988         992      1,008 
  Creditors:                  (22,878)        (23,339)     (5,832)    (4,462) 
  amounts falling                                                             
  due within one year                                                                        
  Net current                  (2,643)         (2,351)     (4,840)    (3,454) 
  Total assets                  47,571          37,739      16,421     13,912 
  less current liabilities                                                                 
  amounts falling              (7,904)         (5,254)    (11,479)    (7,031) 
  due after more                                                              
  than one year                                                                    
  Net assets                    39,667          32,485       4,942      6,881 
  Capital and reserves                                                                    
  Called up share                1,283           1,124       1,283      1,124 
  Shares to be                      33              50          33         50 
  Share premium                  4,018           3,947       4,018      3,947 
  Merger reserve                26,415          19,625           -          - 
  Profit and loss                8,167           7,739       (392)      1,760 
  Equity                 8      39,916          32,485       4,942      6,881 
  Equity minority                (249)               -           -          - 
  Total capital                 39,667          32,485       4,942      6,881 

  Consolidated cashflow statement for the year ended 31 March 2002                                                      
                                                   2002                  2001 
                                                Audited               Audited 
                            Notes                  £000                  £000 
  Net cash inflow from          5                2,230                 6,607  
  operating activities                                                        
  Returns on investments                                                      
  and servicing of                                                            
  Interest paid                        (310)                  (60)            
  Interest received                     211                   179             
  Net cash (outflow)/                                                         
  inflow from returns on                           (99)                  119  
  investments and                                                             
  servicing of finance                                                                  
  UK taxation paid                                (838)               (1,569) 
  Capital expenditure                                                         
  and financial investment                                                                  
  Purchase of tangible               (4,248)               (3,026)            
  fixed assets                                                                
  Sale of tangible fixed                  55                   61             
  Purchase of own shares                   -                 (826)            
  Net cash outflow from                         (4,193)               (3,791) 
  capital expenditure                                                         
  and financial investment                                                                  
  Acquisitions and disposals                                                                   
  Purchase of subsidiary             (3,664)               (8,669)            
  Cash balance acquired                1,827                3,539             
  with subsidiary                                                             
                                                (1,837)               (5,130) 
  Equity dividends paid                         (2,882)               (2,010) 
  Cash outflow before                           (7,619)               (5,774) 
  management of liquid                                                        
  resources and financing                                                                   
  Bank loan                                      6,417                     -  
  Issue of shares                                   74                 4,001  
  Decrease in cash in           6               (1,128)               (1,773) 
  the period                                                                  

  Notes to the preliminary statement of audited results                       
  1 Basis of preparation                                                      
  The comparative figures for the year ended 31 March 2001 have been          
  extracted from the Group's statutory accounts to that date, these received  
  an unqualified audit report and did not contain a statement under section   
  237 (2) or 237 (3) of the Companies' Act 1985. This preliminary statement   
  does not constitute statutory accounts. The company's auditors have given   
  an unqualified opinion on the accounts for the year ended 31 March 2002     
  which will be delivered to the Registrar of Companies following the Annual  
  General Meeting. This preliminary announcement has been prepared on the     
  basis of the accounting policies laid down in those statutory accounts. The 
  accounting policies adopted in respect of the period are consistent with    
  those of the previous year, with the exception of deferred taxation. The    
  group changes its accounting policy to comply with the new accounting       
  standard FRS19 Deferred Taxation. This change of policy does not have a     
  material effect on the results fo the group and as a result the             
  comparatives have not been restated.                                        

  2 Taxation                                                                  
                                                                2002     2001 
                                                                £000     £000 
  The tax charge comprises:                                                   
  Current tax                                                                 
  UK corporation tax on profits of the year                    3,518    2,894 
  Adjustment in respect of previous years                       (30)     (24) 
  Foreign tax                                                     -        30 
  Total current tax                                            3,488    2,900 
  Deferred tax                                                                
  Origination and reversal of timing differences:                             
  Current year                                                 (656)        - 
  Adjustment for previous years                                 (39)        - 
  Total deferred tax                                           (695)        - 
  Total tax on profit on ordinary activity                     2,793    2,900 
  3 Dividends                                                                 
                                                                2002     2001 
                                                                £000     £000 
  Interim dividend - 5.6p per share (2001: 5.2p per share)     1,223    1,090 
  Final dividend -8.0p per share (2001 -7.6p per share)        2,010    1,659 
  Total                                                        3,233    2,749 

  The interim dividend per share of 5.6p and the final dividend of 8.0p per   
  share are based on a dividend of £1,223,000 and a proposed dividend of      
  £2,010,000 respectively and the 25,125,000 (interim 21,840,000) ordinary    
  shares in issue and ranking for dividend (excluding the share held by       
  Whitehead Mann Group Plc benefit trust which has waived its right to        

  4 Earnings per share                                                        
                                                               2002      2001 
                                                               £000      £000 
  Basic earnings per share                                   16.08p    22.73p 
  Earnings per share before goodwill amortisation and        34.34p    29.37p 
  exceptional costs                                                           
  Diluted earnings per share                                 15.25p    21.76p 

  The calculation of basic earning per share of 16.08p (2001: 22.73p) is      
  based on a profit for the year of £3,710,000 (2001: £4,437,000) and on      
  23,070,110 shares (2001: 19,519,700) being the weighted average number of   
  shares in issue during the year (excluding the shares held by the Whitehead 
  Mann Group Plc Employee Benefit Trust).                                     
  Diluted earnings per share is based on a profit for the year of £3,710,000  
  (2001: £4,347,000) and on 24,323,200 million shares (2001: 20,391,217)      
  reflecting the effect of outstanding share options and allocations made by  
  the Employee Benefit Trust. Earnings per share before goodwill amortisation 
  and exceptional charges is based in a profit for year of £7,922,000 (2001:  
  £5,733,000) after adding back amortisation of £1,969,000 (2001: 1,055,000)  
  and exceptional costs after taxation of £2,243,000 (2001: £241,000) and     
  23,070,110 (2001:19,519,700) shares being the weighted average number of    
  shares in issue during the year. The directors consider this figure to be   
  helpful to gaining a better understanding of the underlying business.       
  5 Reconciliation of operating profit to operating cash flows                

                                                         2002       2001 
                                                         £000       £000 
       Operating profit                                 6,353      7,218 
       Depreciation                                     1,661        900 
       Amortisation of goodwill                         1,969      1,055 
       Decrease / (increase) in debtors                 4,021    (3,014) 
       Decrease in creditors                         (11,845)       (57) 
       Loss on disposal of fixed assets                    10        213 
       Movement on investments                             61        292 
       Net cash inflow from operating activities        2,230      6,607 

  6 Analysis and reconciliation of net funds/(debt)                                                                     
                        Cash at      Money                          Total net 
  2002                Bank and     Market         Sub       Bank      funds / 
                        in hand    deposit      total       loan       (debt) 
                           £000       £000       £000       £000         £000 
  At April 2001           3,102          -      3,102      (200)        2,902 
  Cash flow             (1,128)          -    (1,128)    (6,417)      (7,545) 
  Exchange                  (3)          -        (3)          -          (3) 
  At 31 March 2002        1,971          -      1,971    (6,617)      (4,646) 
                        Cash at      Money                          Total net 
                       bank and     Market        Sub       Bank      funds / 
  2001                  in hand    deposit      total       loan         debt 
                           £000       £000       £000       £000         £000 
  At April 2000           3,398      1,500      4,898      (200)        4,698 
  Cash flow               (273)    (1,500)    (1,773)          -      (1,773) 
  Exchange                 (23)          -       (23)          -         (23) 
  At 31 March 2001        3,102          -      3,102      (200)        2,902 
  7 Exceptional costs                                                                       
  Exceptional costs of £3.2 million relate to a reorganisation of the group   
  following the completion of four acquisitions over the last two years. £2.4 
  millions relates to departure of employees. The balance of £0.8 million     
  relates to the disposal of properties surplus to the group's requirements.  
  As at the date of this report the group has four properties in London,      
  which it considers to be surplus to requirements, and which are in the      
  process of being disposed. The combined annual rental cost of the four      
  properties is £1.1 million and the leases expire between 2009 and 2011. In  
  accordance with FRS 12 no amount in respect of future property costs has    
  been charged in the financial statements for the year ended 31 March 2002   
  in respect of three of the four properties as the decision to dispose of    
  those properties was not taken until after the year end. An amount equal to 
  one year's rent has been charged in respect of the fourth property.         
  One off exceptional costs in 2001 of £0.4 million relate primarily to the   
  disposal of properties which became surplus to the group's requirements     
  following the acquisition of GKR.                                           

  8 Reconciliation of movement in equity shareholders' funds                                                            
                                                              2002       2001 
                                                              £000       £000 
  Profit for the financial year                              3,710      1,081 
  Other recognised gains and losses relating to the           (49)         -  
  year (net)                                                                  
                                                             3,661      1,081 
  Dividends paid and proposed                              (3,233)    (3,233) 
  New shares issued                                          7,003        213 
  Net addition to equity shareholders' funds                 7,431    (1,939) 
  Opening equity shareholders' funds                        32,485      6,881 
  Closing equity shareholders' funds                        39,916      4,942 

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