Final Results

20 December 2006 Talent Group Plc ("Talent" or "the Company") Preliminary Results for the year ended 30 September 2006 Chairman's Statement I am pleased to report your company's results for the year ended 30 September 2006. Although turnover for the year has reduced slightly to £5,418,000 from £ 5,619,000 last year, profit before taxation increased by 26 per cent. to £ 173,000, compared to £137,000 in 2005. Earnings per share have increased by 25 per cent. to 0.85p, compared to 0.68p last year. Cash resources have been managed carefully and there has been a positive cash flow during the year. Your directors are not proposing a dividend for the year. Your Board has decided to adopt IFRS in 2006, a year earlier than we are required to and the effects of this are covered in this report. This has been another year of consolidation for Talent. I am conscious that shareholders are keen to see a major step change in the fortunes of the company and this year has been a year in which a further foundation has been laid to achieve this. Against the background of significant structural change within the major broadcasters last year, the company's turnover and profitability represents a creditable performance. It has also been a year in which the company carried out a corporate strategic review and, as a result, has focused more closely on its more profitable activities and reduced its costs. Initiatives have already started in the US and we are looking towards areas of new media and other avenues for broadcasting content. At the same time, we remain dedicated to developing and producing major entertainment and children's programming such as the recently commissioned Viewer of the Year show for ITV 1 and, in the field of children's entertainment, the recently commissioned Skatoony for Cartoon Network. The company is in good heart and feels well positioned to take advantage of the rapidly changing independent production market. We therefore look forward to further growth in the current year. Your Board remains aware of the fragmented nature of the independent television industry and we continue to investigate ways to grow both organically and by acquisition. I would like to take this opportunity to thank the entire team at Talent, and all the advisers and shareholders who have supported us during the year. Robert J Benton Chairman 20 December 2006 Group Income Statement For the year ended 30 September 2006 Notes Yearended Year ended 30 September 30 September 2006 2005 £'000 £'000 Revenue 5,418 5,619 Cost of sales (3,625) (3,964) Gross profit 1,793 1,655 Administrative expenses (1,645) (1,536) Finance income 25 18 Profit before taxation 173 137 Income tax expense - Current tax 3 (35) (16) - Deferred tax (-) (11) Profit for the year 138 110 Earnings per share (pence) 4 0.85p 0.68p Diluted earnings per share 4 0.81p 0.65p (pence) The income statement has been prepared on the basis that all operations are continuing operations. The accompanying accounting policies and notes form an integral part of these financial statements. Group Balance Sheet As at 30 September 2006 30 September 2006 30 September 2005 £'000 £'000 £'000 £'000 Assets Non-current assets Goodwill 987 987 Other Intangible Assets 49 54 Property, Plant and 66 43 Equipment Investments - - 1,102 1,084 Current assets Inventories 39 41 Trade Receivables 369 736 Cash and Cash 1,216 1,182 Equivalents 1,624 1,959 Total Assets 2,726 3,043 Equity and Liabilities Equity Share Capital 6,310 6,310 Share Premium 11,634 11,634 Share Option Reserve 112 95 Retained Earnings (16,411) (16,549) Total Equity 1,645 1,490 Current Liabilities Trade & Other Payables 1,046 1,537 Current Tax Liability 35 16 Total Liabilities 1,081 1,553 Total Equity & 2,726 3,043 Liabilities Group Cash Flow Statement For the year ended 30 September, 2006 Notes Year ended Year ended 30 September 2006 30 September 2005 £'000 £'000 £'000 £'000 Cash flows from operating activities Profit before taxation 173 137 Adjustments for: Depreciation 20 17 Amortisation of intangible 5 5 assets Loss on disposal of assets 1 - Interest received (25) (18) 174 141 Decrease/(increase) in trade and 367 (90) other receivables Decrease in inventories 2 13 Decrease in trade and other (474) (40) payables 69 24 Tax paid (16) - Net cash from operating 53 24 activities Cash flows from investing activities Purchase of property, plant and (44) (18) equipment Interest received 25 18 Net cash used in investing (19) - activities Net increase in cash and cash 5 34 24 equivalents Cash and cash equivalents at the 5 1,182 1,158 beginning of the year Cash and cash equivalents at the 5 1,216 1,182 end of the year Statement of Changes in Equity For the year ended 30 September 2006 Share Share Share Retained Total Capital Premium Option Earnings Reserve £'000 £'000 £'000 £'000 £'000 At 1 October 2004 6,310 11,634 67 (16,659) 1,352 Changes in equity Profit for the year - - - 110 110 Equity share option recognised - - 28 - 28 At 30 September 2005 6,310 11,634 95 (16,549) 1,490 Changes in equity Profit for the year - - - 138 138 Equity share option recognised - - 17 - 17 At 30 September 2006 6,310 11,634 112 (16,411) 1,645 Notes to the preliminary Results 1 PUBLICATION OF NON-STATUTORY ACCOUNTS The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The group balance sheet at 30 September 2006 and the group profit and loss account, group cash flow statement and associated notes for the year then ended have been extracted from the Group's financial statements. Those financial statements, on which the auditors have reported an unqualified opinion, have not yet been delivered to the Registrar of Companies. 2 DIVIDENDS The Directors are not proposing the payment of a dividend in respect of the year ended 30 September 2006. 3 TAXATION Year ended Year ended 30 September 30 September 2005 2006 £'000 £'000 Domestic current year tax UK corporation tax 35 11 Foreign current year tax Foreign income tax - 5 Current tax 35 16 Deferred tax Origination and reversal of timing differences - 11 35 27 Factors affecting the tax charge for the period: 138 110 Profit on ordinary activities before taxation Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30 per cent. (2005: 19 41 20 per cent.) Expenses not deductible for tax purposes 6 24 Depreciation in excess of capital allowances for the (2) 2 year Other timing differences (10) - Tax losses utilised - (19) Current tax charge for the year 35 27 Deferred tax arises as a result of the utilisation of brought forward losses and does not reflect a cash amount payable. 4 Earnings per share Year ended Year ended 30 September 30 September 2005 2006 £'000 £'000 Numerator Basic/Diluted: Net Profit 138 110 Denominator Basic: Weighted average shares 16,210,284 16,210,284 Effect of diluted securities: stock options 764,005 768,630 Diluted: Adjusted weighted average shares 16,974,289 16,978,914 Basic earnings per share is calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares outstanding during the period adjusted for the dilutive effect of stock options outstanding for the period. 5 Reconciliation of net cash flow to movement in cash and cash equivalents Year ended Year ended 30 September 30 September 2005 2006 £'000 £'000 Net increase in Cash and Cash equivalents 34 24 Cash and Cash equivalents at beginning of year 1,182 1,158 Cash and Cash equivalents at end of year 1,216 1,182 6 Adoption of IAS 38 and IFRS 2 In accordance with the option allowed by IFRS 1 the group has adopted IAS 38 and IFRS 2 prospectively from 1 October 2005. The impact on the Group's opening balance sheet at 1 October 2005, by balance sheet category, is outlined below: IAS IAS Effect IAS of IAS 38 30 September AND IFRS 2 1 October 2005 2005 £'000 £'000 £'000 Group Goodwill (a) 868 119 987 (a) Adjustment of goodwill on initial application of IAS 38. There has been no change in Trade and Other receivables or cash and cash equivalents as a result of adoption of IFRS. * Share-based payment transactions IAS 2006 IAS 2006 IAS 2005 IAS 2005 Weighted Weighted Number of average Number of average options exercise options exercise price price (pence) (pence) Outstanding at 1 October 1,600,000 23.11 1,325,000 23.95 Granted during the year 18,000 19.87 275,000 19.07 Forfeited during the year (240,000) 29.75 - - Exercised during the year - - - - Expired during the year (125,000) 17.88 - - Outstanding at 30 September 1,253,000 22.04 1,600,000 23.11 Exercisable at 30 September - - 225,000 11.25 The estimated fair value was calculated by applying the Black Scholes model. The exercise price of all the options granted is equal to the share price at time of grant. The period of exercise for all options granted is 10 years from date of grant and the vesting period is 2 years from the date of grant. The model inputs, in addition to the above, were: Risk free rate 4.25 per cent. Expected volatility 20 per cent. Gross dividend yield 0 per cent. The weighted average estimated fair value of each share option granted in the general employee share option plan is 9.28p. Date of grant Exercise Latest Estimated Number of Number of price exercise date fair value options options 30 30 September September 2005 2006 January 2003 29.75 January 2013 12.52 485,000 725,000 June 2003 11.25 June 2013 4.73 225,000 225,000 December 2003 17.87 December 2013 7.52 75,000 100,000 June 2003 21.25 June 2014 8.94 175,000 275,000 December 2004 21.25 December 2014 8.94 175,000 175,000 June 2005 15.25 June 2015 6.42 100,000 100,000 December 2005 19.87 December 2015 8.36 18,000 - 1,253,000 1,600,000 The options included in the fair value calculation are those which had not vested as at 1 January 2005. Following the Group's adoption of IFRS, the 2005 comparative financial information in these accounts has been restated and represented under IFRS. The reconciliations below highlight the key impacts on profit for the year and on total equity. Reconciliation of profit for the year from UK GAAP to IFRS Year ended Year ended 30 September 30 September 2005 2006 £'000 £'000 Profit for the year (UK GAAP) 35 19 IAS 38 (Intangible Assets) 119 119 IFRS 2 (Share-based payment) (16) (28) Profit for the year (IFRS) 138 110 Reconciliation of total equity from UK GAAP to IFRS Year ended Year ended Year ended 30 September 30 September 30 September 2005 2004 2006 £'000 £'000 £'000 Total equity (UK GAAP) 1,407 1,371 1,352 IAS 38 (Intangible Assets) 238 119 - Total equity (IFRS) 1,645 1,490 1,352 The principal IFRS adjustments are as follows: a) IAS 38 - Intangible Assets Under IAS 38 (Intangible assets) goodwill is not amortised over its useful economic life but is subject to a yearly impairment review. The directors confirm that no impairment was required up to 30 September 2006. b) IFRS 2 - Share-based payments Under IFRS 2 (Share-based payments) the charge through the income statement is based upon the fair value of share options and awards granted. The fair value of the equity instrument is measured at grant date and spread over the vesting period through the income statement with a corresponding increase in equity. The fair value of the share options and awards is measured using the Black Scholes model taking into account the terms and conditions of the individual scheme. The amount recognised as an expense is adjusted to reflect changes to the expected vesting except where forfeiture is due only to changes in the expected achievement of market based criteria. IFRS 2 requires a charge for all grants including awards, options and SAYE schemes unlike 2005 GAAP which based the charge on the intrinsic market value of the underlying shares at the date of grant and so, for the Group, a charge arose on awards only. The Group has applied IFRS 2 only to share options and awards granted after 16 January 2003 that had not vested at 1 January 2005 as permitted under IFRS 1. As the Group has not previously presented the fair value of share options and awards granted, the IFRS 1 option to apply IFRS 2 to all share options and awards granted, including those granted before 16 January 2003, cannot be taken by the Group. 8 Copies of Report and Accounts Copies of the Report and Accounts will be sent to shareholders shortly and will be available to members of the public from the Company's registered office, Lion House, 72-75 Red Lion Street, London, WC1R 4GB. Enquiries Talent Group Plc Tony Humphreys Tel: 020 7421 7800 John East & Partners Limited John East/Simon Clements Tel: 020 7628 2200
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