Final Results

Centaur Media PLC 21 September 2007 21 September 2007 Centaur Media plc Preliminary results for the year ended 30 June 2007 Centaur Media plc ("Centaur" or "the Company"), the specialist business publishing and information group, announces results for the year ended 30 June 2007. Centaur's premier brands include Marketing Week, Design Week, Creative Review, Money Marketing, The Lawyer, The Engineer, New Media Age, Homebuilding & Renovating, Business Travel and the online service Perfect Information. Highlights •Revenue up 12% to £90.3m (4 year CAGR 11%) •Adjusted EBITDA(1) margin up 2 percentage points to 22% •Adjusted PBT(2) up 28% to £16.9m (unadjusted PBT £16.9m) •Adjusted basic EPS(3) up 32% to 8.2p (unadjusted basic EPS 8.2p) •Cash conversion(4) of 94% •Net cash of £9m (FY2006 £6.2m) •Dividend up 17% at 3.5p Commenting on the preliminary results, Graham Sherren, Chairman of Centaur said: "I am pleased to announce that Centaur is again reporting record profits up 28% to £16.9million (FY2006: £13.2million) ahead of market forecasts. We have seen strong growth in advertising in most of our markets, particularly in online media, continued growth in our events business and from the results of new and recently launched products. Revenue growth of 12% was supplemented by bolt-on acquisitions with underlying organic revenue growth of 8% in the year. "The new financial year has started well. Revenues in our Legal and Financial segment are trading ahead of last year despite the impact of recent market volatility. Total group revenues in the first quarter are anticipated to be ahead of the same period last year. The outlook is positive and we expect FY2008 results to demonstrate further good progress.Given this, we are now proposing to implement an on-market share buy-back programme within our existing authority of up to 10% of the Company's share capital." Notes: 1. One of Centaur's key measures of profit, which is used to measure the relative performance of divisional units of the Group, is earnings before interest, tax, depreciation and amortisation, excluding exceptional items and other significant non-cash items including share based payments (Adjusted EBITDA), as detailed in the business review. 2. Adjusted PBT is profit before tax, excluding the impact of amortisation of acquired intangibles and of exceptional items and excluding the profit on disposal of associated undertakings, as detailed in the business review. 3. Adjusted EPS is based on the basic EPS but after making adjustments for amortisation on acquired intangibles and exceptional items and excluding the profit on disposal of associated undertakings, as detailed in note 3 to the financial statements. 4. Cash conversion rate is free cash flow expressed as a percentage of adjusted operating profit. Free cash flow is defined as cash generated from operations, less capital expenditure on property, plant and equipment and software. Adjusted operating profit is operating profit after making adjustments for amortisation on acquired intangibles and exceptional items, as detailed in the business review. 5. All comparatives have been restated to exclude discontinued operations Enquiries: Centaur Media plc Geoff Wilmot, CEO Tel: 020 7970 4000 Mike Lally, GFD Gavin Anderson & Company Robert Speed Tel: 020 7554 1400 Charlotte Stone Centaur Media plc Chairman's Statement I am pleased to announce that Centaur is again reporting record profits in the 12 months to 30 June 2007, with adjusted PBT ahead of consensus market expectations, up 28% to £16.9million (FY2006: £13.2million), and adjusted basic earnings per share 32% up at 8.2p (FY2006: 6.2p). Revenues, which grew 12% in the year, benefited from strong growth in advertising in most of our markets, particularly in online media, continued growth in our events business and from the results of new and recently launched products. Revenue growth was supplemented by the bolt-on acquisitions in FY2007 and the previous year, with underlying revenues excluding acquisitions growing 8% in the year. Adjusted EBITDA increased by 25% to £19.7million (FY2006: £15.7million), delivering a further strong improvement in margin to 22% from 20% in the previous year representing further good progress towards our target margin of 25%. In light of this performance, the Board is recommending a final dividend of 2.5p per share, giving a full year dividend of 3.5p, representing an increase of 17% over the prior year. The final dividend will be paid to shareholders on the register as at 9 November 2007. It is proposed that the dividend will be paid on 7 December 2007. These excellent results reflect the success of our strategy of building market-leading positions across a number of vertical markets through a blend of complementary media - print, online and events. The recovery in the advertising cycle that started towards the end of 2003 has continued through the year to June 2007 in most of our served markets. The marketing and creative sectors have continued to experience well-publicised difficulties, reflecting challenges in the media, retail and consumer goods sectors in particular, although we saw evidence of some improvement in this sector in the second half of the year. Against a backdrop of generally favourable market conditions, total advertising turnover during the year increased by 16% over the prior year. Acquisitions made during the year contributed to this growth, but underlying advertising revenues also grew strongly, thanks in particular to buoyant trading conditions in the legal and financial markets. The fastest pace of revenue growth was derived from online products, which grew by 23% over the prior year. This reflects the success of our principal strategy in the past few years, which has been to extend our major print publishing brands across multiple media, but with a particular focus on online opportunities. Online now accounts for 17% of total revenues against 16% in FY2006. Centaur has developed most of its business organically and in FY2007, 12% of revenues were generated by products launched within the previous three years (FY2006: 12%). We continued to maintain a steady pace of new product development during the year, with the launch of two new magazines, five new websites and eleven new events. In the past year we have also completed two small bolt-on acquisitions and two joint initiatives. These were in line with our established acquisition strategy, which is to make selective investments in businesses that enable Centaur to expand existing market positions and to establish market-leading positions in new markets. The key developments and initiatives in the year are outlined in the Business Review. The new financial year has started well. Our growth prospects continue to be supported by our pipeline of new and recently launched or acquired products. Revenues in our Legal and Financial segment are trading ahead of last year despite the impact of recent market volatility. Total group revenues in the first quarter are anticipated to be ahead of the same period last year. The outlook is positive and we expect FY2008 results to demonstrate further good progress. Given this, we are now proposing to implement an on-market share buy-back programme within our existing authority of up to 10% of the Company's share capital. Centaur is above all an entrepreneurial Company. It depends for its success on the talent, commitment, energy and creativity of its staff, who have performed magnificently once again. My thanks and appreciation goes to all of them. Centaur Media plc Business Review Analysis of results Restated Restated 2007 2007 2006(1) 2006(1) £m £m £m £m By Segment Revenue Adjusted Revenue Adjusted EBITDA EBITDA Legal and Financial 30.3 9.0 24.5 7.1 Marketing and Creative 23.6 3.6 23.5 3.3 Construction and Engineering 19.4 4.1 16.5 3.4 Perfect Information 6.0 1.5 6.4 1.4 General Business Services 11.0 1.5 9.6 0.5 -------------------------------------------------------------------------- Total 90.3 19.7 80.5 15.7 -------------------------------------------------------------------------- By Source Recruitment advertising 15.0 - 12.8 - Other advertising 34.3 - 29.8 - Circulation revenue 6.3 - 5.4 - Online subscriptions 7.3 - 7.6 - Events 25.9 - 23.8 - Other 1.5 - 1.1 - -------------------------------------------------------------------------- Total 90.3 - 80.5 - -------------------------------------------------------------------------- By Client Type Audiences 20.5 - 18.8 - Marketers 69.8 - 61.7 - -------------------------------------------------------------------------- Total 90.3 - 80.5 - -------------------------------------------------------------------------- By Product type Magazines 47.7 10.9 42.1 7.6 Events 25.9 5.9 23.8 5.1 Online products 15.8 2.9 12.8 2.1 Other 0.9 - 1.8 0.9 -------------------------------------------------------------------------- Total 90.3 19.7 80.5 15.7 -------------------------------------------------------------------------- Underlying Underlying 82.5 18.1 76.6 15.3 Acquisitions(2) 7.8 1.6 3.9 0.4 -------------------------------------------------------------------------- Total 90.3 19.7 80.5 15.7 -------------------------------------------------------------------------- By Maturity New (3) 10.9 (0.3) 9.4 (0.3) Existing and acquired 79.4 20.0 71.1 16.0 -------------------------------------------------------------------------- Total 90.3 19.7 80.5 15.7 -------------------------------------------------------------------------- Notes 1.2006 comparatives have been restated to reflect activities discontinued during 2007 2.Acquisitions are defined as those made within the current or preceding financial year 3.New products are defined as any product launched in the current or two preceding financial years Strategic Overview During the year we undertook a strategic review of the business, and as a result we have identified the following key strategic objectives: - To achieve critical mass in high value growth markets Our primary focus is on expanding our presence in existing high value markets in which we can see opportunities for significant growth. We do not wish to enter markets unless we can realistically expect to achieve market leadership and a minimum profit contribution of £1 million within 3 years. During the past year, we have sold or discontinued three publications serving discrete specialist communities which did not match these criteria. - To deliver double digit growth in revenues across the cycle 12% growth in revenues in the year to June 2007 equates to a 11% compound annual growth in revenues since 2003. - To balance portfolio revenues across print, online and events Print remains the dominant medium in Centaur's portfolio, representing 53% of revenues in FY2007, but online revenues grew by 23% in the past year and represent 17% of group revenues in FY2007 (FY2006: 16%). - To expand audience share of revenues Advertising revenues grew strongly in the year, up 16%. Nevertheless, revenues from audiences retained their 23% share of total revenues. Initiatives such as the recent joint venture with YouGov are expected to help increase the proportion of revenues derived from our audiences in the future. - To increase adjusted EBITDA margins to 25% Adjusted EBITDA margins increased to 22% in the year (FY2006: 20%), representing good progress towards our target. Trading Review Revenues grew 12% in the year to 30 June 2007, led by 16% growth in revenues from advertising. Advertising growth was particularly strong in our online media, which grew total revenues by 23%. Overall productivity also improved, with total revenues per employee increasing 7% to £121k. This revenue and productivity growth, combined with other initiatives, resulted in adjusted EBITDA margins improving to 22% (FY2006: 20%) and in adjusted basic earnings per share rising by 32% to 8.2p (FY2006: 6.2p). Centaur's rapid growth in the year continued to be supported by its pipeline of new and recently launched products and record results were achieved despite continuing investment in future growth. Overall, approximately 12% of revenues generated in the last financial year were from products or events launched within the past three years. The bulk of the new product launches have been in existing communities, enhancing and extending established leading brands. We also completed two small bolt-on acquisitions during the past year and two joint initiatives. In total, the acquisitions made during the year and during the course of FY2006 contributed 9% of revenues in FY2007 and an adjusted EBITDA margin of 21%. Legal & Financial This was our most successful market segment in the year, reflecting the strength of the underlying communities served. Revenue grew 24% year on year, driven in large part by investment in new products, in particular summits. Adjusted EBITDA margins improved slightly to 30% (FY2006: 29%). The three leading titles, Money Marketing, Mortgage Strategy and The Lawyer, each ended the year well. Money Marketing and its sister title, Fund Strategy, both benefited from strong demand for retail investment products in the second half, whilst Mortgage Strategy's consistent growth throughout the year reflected the high levels of activity in that sector. In addition, two new monthly magazines were launched during the year, Mortgage Distributor in January 2007 and Loan Distributor in June 2007. Both publications made a small profit contribution in their first year. The Lawyer, meanwhile, delivered further growth in revenues and profits, despite stronger comparatives, continuing to benefit in particular from the impact of the record levels of underlying M&A activity on the legal profession. The fastest pace of growth was derived from events, led by the launch of four new Summit events during the year. These included the Mortgage Packager Summit (launched alongside the new monthly Mortgage Distributor) and Secured Lending Summit (launched alongside Loan Distributor). Margins on financial events were restrained by the costs of establishing a new infrastructure for financial Summits, but are expected to improve in the coming year. The Lawyer launched a new awards event in January 2007, The Lawyer HR Awards, which was well received and made a positive contribution. Online revenues in this segment also recorded strong growth in revenues and profits from the three major internet businesses, Money Marketing Online (principally banner advertising), TheLawyer.com (recruitment and directory advertising) and Headlinemoney (subscriptions income) each grew strongly and these business units are now delivering attractive profit margins. Marketing & Creative Overall revenues in this market segment returned to growth in the year as a whole, after a 4% decline in the first half year, reflecting improved conditions in the underlying advertising market from early 2007. The overall results have been held back by ongoing weakness in traditional marketing activities, such as above the line media and direct marketing, offset by strong growth in other areas, notably online marketing. The weakest sector was the direct marketing portfolio (Precision Marketing and the DM Show) where revenues fell 15% or £0.3 million in the year. This was offset by growth in online marketing activity, represented principally by New Media Age, the Online Marketing Show and the Interactive Marketing Summit, where revenues grew by more than 20%. Overall growth in this segment was led by online recruitment revenues in our newly launched magazine websites, MarketingWeek.co.uk and DesignWeek.co.uk, which made a small positive profit contribution before central overheads in their first year of operation. With revenue growth for the year as a whole at 0.4%, adjusted EBITDA recorded only a modest increase with margins improving slightly to 15% (FY2006: 14%). Since launch less than 12 months ago, MarketingWeek.co.uk and DesignWeek.co.uk have established themselves rapidly as sources of news and jobs in their respective markets and each is already independently generating traffic levels similar to those achieved by mad.co.uk. Both sites are making a positive profit contribution and are expected to generate strong growth in revenues in the future. Events in this segment experienced a decline in revenues. The DM Show (direct marketing) and the Total Motivation Show (incentives) which ran in the first half of the financial year, both underperformed significantly in weak market conditions and have been discontinued. However this was partly offset by good results from the Insight Show (market research), the Online Marketing Show and the newly launched Interactive Marketing Summit, each occupying strong positions in growing sectors of the market. Construction & Engineering Led by the full year impact of prior year acquisitions of Period Living and Pro-Talk and of the recently launched magazine Move or Improve, revenues in this segment grew 18% in the year. Margins for these new, maturing products, which represent a significant portion of total segment revenues, are still below average and as a result adjusted EBITDA margins remained essentially level at 21% overall. Following two years of double digit revenue growth, The Engineer magazine delivered further modest revenue growth, complementing more dramatic increases online, with revenues of theengineer.co.uk rising by over 60% on prior year. This was offset by a decline in revenues from the monthly magazine, MetalworkingProduction, due largely to the non-occurrence of a biennial trade exhibition which ran in the previous financial year. Our largest magazine in the construction portfolio is the leading monthly self-build publication Homebuilding & Renovating, which experienced a return to modest growth, after flat revenues in the previous year, reflecting renewed buoyancy in the housing market during the period. The strength of the self-build market was also reflected in double digit growth in revenues from the associated Homebuilding exhibitions, which benefited from a successful launch of a new regional show in Newbury in June 2007. Online revenues in this segment are driven principally by The Engineer Online (mainly recruitment advertising), homebuilding.co.uk (mainly banner advertising), plotfinder.co.uk (revenues from subscriptions) and the recently acquired Pro-Talk (online response driven search-advertising model). In aggregate, online products delivered strong revenue growth and satisfactory improvement in profits. Perfect Information PI increased adjusted EBITDA to £1.5 million (FY2006: £1.4 million), despite a decline in revenues to £6.0 million (FY2006: £6.4 million) resulting in an improved adjusted EBITDA margin of 25% (FY2006: 22%). During the year, PI completed the development of its analytical and charting tool, PA with the release of the PA Excel add-in in February 2007. This has been well received by prospective clients, but aggressive pricing by established competitors has resulted in minimal levels of new business for PA in the past year. PI is now directing its development and sales focus to its core filings business, where growth opportunities are more attractive. In particular, we are looking to integrate the analytical functionality of PA with its extensive filings database to allow original source documents to be more easily and effectively incorporated into client workflow. The decline in PI revenues during the year was due principally to a continuing loss of non-core revenues from clients acquired at the time of the acquisition of the Synergy Software Group, including revenues from products no longer supported by PI, notably a private investor analytical tool. Underlying revenues from filings were approximately level with prior year, following a period of weaker than expected renewals in early 2007, but the refocused sales effort has led to an improved performance in the last quarter of the year and the annual value of filings subscriptions contracts at June 2007 was 2% higher than 12 months previously. PI has more than offset the decline in PA revenues in the past year with cost reductions, leading to the significant improvement in margin. General Business Services This segment comprises products serving a number of distinct business communities. These include human resources (HR), the recruitment sector, supply chain and logistics, and business travel. In aggregate, revenues grew 15%, with most of the growth arising in the recently acquired sectors, logistics and recruitment. Adjusted EBITDA grew £1.0 million to £1.5 million, resulting in margins of 14% (FY2006: 5%) Revenue and profits growth in this segment were driven by the logistics and recruitment portfolios. In both cases, the underlying served markets are enjoying buoyant trading conditions and our investment in redeveloping these recently acquired products is delivering promising results. The Recruiter also benefited from a full year's results. Revenues in the Employee Benefits portfolio were adversely affected by loss of advertising resulting from the removal, in the 2006 Finance Act, of the tax benefit, the Home Computing Initiative, but growth was resumed in the final quarter of FY2007. The Business Travel shows portfolio (excluding the regional show discontinued in October 2005) also delivered growth in revenues and profit contribution. Discontinued Operations As previously reported, we sold Televisual in August 2006. In July 2007, we also sold the Hali portfolio to its publisher. Hali is a strong brand that enjoys an exceptional position in the market for antique carpets and textiles. However, the market it serves is small and we do not believe that it offers the potential to justify Centaur's continued investment. Neither of these portfolios made a positive contribution to Centaur profits in their last year of ownership. New Business Development Initiatives During the year we continued to focus on new product development opportunities and to search for suitable acquisitions. The key development initiatives in the period are outlined below. New Magazines In January we launched Mortgage Distributor, a monthly magazine covering the changing nature of how mortgages are sold, with a particular focus on mortgage packagers, the intermediary distributors serving this market. In June 2007, we launched the monthly magazine Loan Distributor, which caters for the providers of secured loans and the advisers who recommend them. These magazines were born out of the success of Mortgage Strategy and our strength in that market was confirmed by the fact that both titles generated a positive profit contribution from launch. New Online Products The Internet is now firmly established as an essential advertising and information medium, which continues to offer significant business opportunities to Centaur. We have invested steadily in enhancing the performance, functionality and reach of our established internet operations and many of them are now delivering high rates of revenue growth and profitability. Total online revenues grew 23% on prior year (despite the decline in PI revenues) and adjusted EBITDA margins increased to 18% against 16% in FY2006. Apart from the launch of vertical websites to complement Marketing Week and Design Week, as reported above, our most significant new online product activity during the year was linked to an extension of the successful news alerting service for personal finance journalists, Headline Money (HM). We acquired our joint venture partner's 50% share of HM in FY2006, with a view to launching the model into new verticals. In FY2007 we have launched Headline Property (a service for residential property journalists) and Headline Auto (for motoring correspondents). Both sites are becoming firmly established as authoritative and comprehensive sources of news stories for journalists in each sector and we expect revenues to build steadily in the coming year, with both sites expected to break even by the end of FY2008. This year also saw two new online initiatives that we believe will deliver an important contribution in the future. Firstly, three Centaur websites have commenced web TV services, providing news analysis and the ability to showcase new products. Secondly, we have launched our first vertical search engine - madsearch - to service the marketing and creative sector. Revenues from these initiatives are still immaterial, but we believe they offer significant potential for future growth. Perfect Information (PI) remains our largest single online business. As noted above, we are now directing the development focus of PI towards its core filings product suite. Our principal focus is on the following: to establish a new enterprise solution tailored to specific categories of end user needs; to expand our existing EDGAR search service to establish it as the leading US filings product to complement our market-leading non-US service; to provide workflow-related search products linking financial information directly with source documents. Each of these projects is underway and we expect them to be launched to market during the course of FY2008. New Events We organised one new exhibition, two new awards events, seven new sponsored Summits and a number of training courses during the year. The new exhibition was a regional Homebuilding Show, which ran successfully in Newbury in June 2007 and generated a useful profit contribution. The Homebuilding & Renovating portfolio now comprises seven exhibitions attracting in excess of 100,000 visitors per annum. Centaur launched its Summit business in FY2006, with the organisation of three new events in that year. Summits typically comprise meetings/workshop-based events, bringing together relatively small numbers of senior decision-makers within particular vertical markets. We give these events a strong independent "editorial" base, but revenues are normally derived from sponsorship. In FY2007, we created a further seven Summit events, four of which were in the financial services sector, one in recruitment, one in HR and one in marketing. Each of these was profitable and well received by delegates and sponsors, providing a good base for future growth. Two of these events were launched in conjunction with new magazines - the Mortgage Packager Summit in January 2007 at the same time as the first issue of Mortgage Distributor and the Secured Lending Summit, alongside Loan Distributor in June 2007. In January 2007, we launched The Lawyer HR Awards, the first event to recognise the key role of HR specialists in the recruitment and retention of staff in law firms. The event was a great success, helping to reinforce our relationship with these key decision-makers and we expect it to deliver significant growth in FY2008. In June 2007, we launched the inaugural Shopfitting & Display Awards in association with Centaur's monthly magazine InStore. Training is a natural extension of the services we offer to our various market communities and in the past year we have commenced in a small way to develop a series of training programmes, initially covering interactive marketing skills, using the New Media Age brand. These have been well received and we aim to expand on this initiative in the financial year ahead. Finally, we have continued to rebalance the focus of the Conferences division, reducing its traditional, relative exposure to the marketing sector, by launching more events in other Centaur verticals such as legal and engineering. In doing so, the division delivered 7% revenue growth and a dramatic improvement in adjusted EBITDA margins. Acquisitions and Joint Ventures Our acquisition strategy is typically to identify targets that meet the following criteria: a. The business is operating in a market with high growth potential and high value; b. There is an identifiable high information need on which to base a range of products; c. The business is a market-leader in its respective sector or capable of achieving market leadership quickly; and d. Its key people fit comfortably into Centaur's culture. Having identified suitable targets, we seek to apply the following financial criteria in assessing valuations: e. It should be earnings enhancing and deliver a minimum 10% post-tax ROI in its first full year of Centaur ownership; and f. It should deliver a minimum post-tax IRR of 5 percentage points above Centaur's weighted average cost of capital (currently 10%). In the past year we have completed two bolt-on acquisitions which we believe meet these criteria. In March 2007 we strengthened our position in the logistics market with the acquisition of The Awareness Group (AG). AG's principal product is the Extended Supply Chain, a two day thought leadership event launched in 2003 for senior supply chain and logistics specialists from across Europe. The business is highly complementary with Centaur's market-leading publishing presence in this sector and we believe it will form a good platform for the launch of additional events. In May 2007 we acquired from Reed Elsevier plc the Creative Handbook, a long-established and respected annual directory for the creative services community. The Handbook fits ideally with our Creative Review and Design Week titles and associated websites and its acquisition will serve to reinforce our position in this sector. During the year, we also entered into two important joint arrangements. In February 2007, we launched a 50:50 joint venture with the leading online research business, YouGov plc. The joint venture company, YouGovCentaur Ltd (YGC), has been established in order to build specialist online research panels within our major vertical markets and use them to create valuable and unique content for our publications and customised and syndicated research products for our markets. We have recruited two senior, experienced staff to work full-time on this initiative, coordinating and leveraging the extensive resources of YouGov and Centaur respectively to deliver new products. The first new products are expected to be launched in the autumn of 2007. Also in February 2007, we announced a joint initiative with Dnata World of Events, a part of the Emirates Group and a leading event organiser based in Dubai, the fastest growing business hub in the Middle East. The first project is to organise the Business Travel Show Dubai, which is scheduled to take place in October 2007 and is on schedule to deliver a small profit contribution in its first year. Following that, it is planned to identify other event opportunities for this market. Overall, our new and recently acquired businesses have contributed revenues in FY2007 of £7.8 million (FY2006: £3.9 million) on which they earned an adjusted EBITDA margin of 21% (FY2006: 10%). Current Development Activity Innovation is central to Centaur's culture and is an almost constant activity across the whole portfolio. In the new financial year, we are continuing to develop new products at a steady pace. Our current development effort is focussed on extending our established brands into new media and enhancing our recent acquisitions. In addition to the ongoing development and maturing of initiatives mentioned above, we are currently in the process of developing a number of new projects across the business. These include several new events, further development of YGC research-based projects, expansion of our web TV and vertical search activities, expansion of established websites to provide improved functionality and productivity and the further development of training programmes for our core communities. Notes 1. One of Centaur's key measures of profit is earnings before interest, tax, depreciation and amortisation, excluding exceptional items and other significant non-cash items including share based payments (adjusted EBITDA). In addition, we report adjusted PBT (PBTA) which is profit before tax excluding the impact of amortisation of acquired intangibles and of exceptional items, and excluding of the profit on disposal of associated undertakings. 2. Centaur's product portfolio currently comprises 7 weekly magazines, 3 fortnightly magazines, 14 monthly magazines, 7 magazines of a quarterly or bi-monthly frequency, 33 online products or services, 30 awards or other sponsored events, 26 exhibitions and approximately 90 conferences. 3. Centaur reports its results within 5 distinct segments, namely Legal and Financial, Marketing and Creative, Engineering and Construction, Perfect Information and General Business Services. 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 and Special Interest Residential Property. Centaur also enjoys strong positions in a number of other specialist communities, namely HR, Recruitment, Logistics, Business travel, Construction and Public/Private Finance. The different measures of profit described above are summarised in the following tables: Continuing operations 2007 2006 £m £m Revenue 90.3 80.5 ------------------------------------------------------------------------------- Adjusted EBITDA 19.7 15.7 Depreciation of property, plant and equipment (0.8) (0.7) Amortisation of software (1.9) (1.8) Share based payments (0.4) (0.4) Interest receivable 0.2 0.3 Share of post-tax profit from associate 0.1 0.1 ------------------------------------------------------------------------------- Adjusted PBT 16.9 13.2 Amortisation of acquired intangibles (0.7) (0.3) Exceptional administrative credit - 2.2 Profit on sale of associate 0.7 - ------------------------------------------------------------------------------- Profit before taxation 16.9 15.1 ------------------------------------------------------------------------------- Operating profit from continuing operations 15.9 14.7 Amortisation of acquired intangibles 0.7 0.3 Exceptional (credit)/ costs - (2.2) ------------------------------------------------------------------------------- Adjusted operating profit 16.6 12.8 ------------------------------------------------------------------------------- Centaur Media plc Consolidated Income Statement for the year ended 30 June 2007 Restated 2007 2006 Note £m £m Continuing operations Revenue 1 90.3 80.5 Cost of sales (45.7) (41.5) ------------------------------------------------------------------------------- Gross profit 44.6 39.0 Distribution costs (4.6) (4.4) Administrative expenses (24.1) (19.9) ------------------------------------------------------------------------------- Adjusted EBITDA 1 19.7 15.7 Depreciation of property, plant and equipment (0.8) (0.7) Amortisation of software (1.9) (1.8) Amortisation of acquired intangibles (0.7) (0.3) Share based payments (0.4) (0.4) Exceptional administrative credit - 2.2 ------------------------------------------------------------------------------- Operating profit from continuing operations 15.9 14.7 Interest receivable 0.2 0.3 Share of post-tax profit from associate 0.1 0.1 Profit on sale of associate 0.7 - ------------------------------------------------------------------------------- Profit from continuing operations before taxation 16.9 15.1 Taxation 2 (4.6) (3.7) ------------------------------------------------------------------------------- Profit for the year from continuing operations 12.3 11.4 Discontinued operations Profit for the year from discontinued operations - - ------------------------------------------------------------------------------- Profit for the year attributable to equity shareholders 12.3 11.4 ------------------------------------------------------------------------------- Earnings per share 3 Basic 8.2p 7.6p Fully diluted 8.1p 7.6p Earnings per share from continuing operations Basic 8.2p 7.6p Fully diluted 8.1p 7.6p The accompanying accounting policies and notes form an integral part of these financial statements. Centaur Media plc Consolidated Balance Sheet at 30 June 2007 2007 2006 Note £m £m Non-current assets Goodwill 140.1 142.0 Other intangible assets 16.5 13.1 Property, plant and equipment 2.1 2.5 Investments accounted for using the equity method - 0.3 Deferred tax assets 1.5 1.6 ------------------------------------------------------------------------------- 160.2 159.5 ------------------------------------------------------------------------------- Current assets Inventories 1.1 1.5 Trade and other receivables 18.4 18.7 Cash and cash equivalents 10.1 7.8 ------------------------------------------------------------------------------- 29.6 28.0 ------------------------------------------------------------------------------- Assets held in disposal group for sale 0.4 - Current liabilities Financial liabilities - borrowings 1.1 1.6 Trade and other payables 11.4 11.3 Deferred income 9.6 10.5 Current tax liabilities 2.3 2.6 Provisions - 0.6 ------------------------------------------------------------------------------- 24.4 26.6 ------------------------------------------------------------------------------- Liabilities held in disposal group for sale 0.2 - ------------------------------------------------------------------------------- Net current assets 5.4 1.4 ------------------------------------------------------------------------------- Non-current liabilities Provisions - 1.9 Deferred tax liabilities 1.1 1.1 ------------------------------------------------------------------------------- 1.1 3.0 ------------------------------------------------------------------------------- Net assets 164.5 157.9 ------------------------------------------------------------------------------- Capital and reserves Share capital 15.0 14.9 Treasury shares (1.0) - Share premium 0.3 0.3 Other reserves 2.8 2.4 Retained earnings 147.4 140.3 ------------------------------------------------------------------------------- Total shareholders' equity 164.5 157.9 ------------------------------------------------------------------------------- The financial statements were approved by the Board of Directors on 20 September 2007 and were signed on its behalf by: MJ Lally Director Centaur Media plc Consolidated Cash Flow Statement for the year ended 30 June 2007 2007 2006 Note £m £m Cash flows from operating activities Cash generated from operations 18.2 14.4 Tax paid (4.9) (1.8) ------------------------------------------------------------------------------- Cash flows from operating activities 13.3 12.6 ------------------------------------------------------------------------------- Cash flows from investing activities Interest received 0.2 0.3 Acquisition of subsidiaries (net of cash 0.1 (4.8) acquired) Proceeds from the disposal of businesses 0.8 0.4 Purchase of property, plant and equipment (0.5) (1.0) Purchase of software (2.1) (2.0) Purchase of other intangible assets (3.0) (6.6) ------------------------------------------------------------------------------- Cash flows from investing activities (4.5) (13.7) ------------------------------------------------------------------------------- Cash flows from financing activities Net proceeds from issue of ordinary share 0.1 - capital Treasury shares purchased (1.0) - Repayment of loan notes (0.5) (0.9) Dividends paid (5.1) (2.7) ------------------------------------------------------------------------------- Cash flows from financing activities (6.5) (3.6) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Net increase / (decrease) in cash and cash equivalents 2.3 (4.7) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Cash and cash equivalents at 1 July 7.8 12.5 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Cash and cash equivalents 30 June 10.1 7.8 ------------------------------------------------------------------------------- Centaur Media plc Statement of accounting policies The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis of preparation The consolidated and Company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and International Financial Reporting Interpretations Committee (IFRIC) applicable at 30 June 2007 and with those parts of the Companies Act, 1985 applicable to companies reporting under IFRS. The financial statements have been prepared on the historical cost basis. The Company has taken advantage of the exemption available under section 230 of the Companies Act 1985 and has not presented its own income statement in these financial statements. At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but have not yet come into effect: IFRS 7 Financial Instruments: Disclosures and the related amendment to IAS 1 on capital disclosures IFRS 8 Operating segments Revised IAS 23 Borrowing costs IFRIC 10 Interims and impairment IFRIC 11 IFRS 2 - Group and treasury share transactions IFRIC 13 Customer loyalty programmes relating to IAS 18, Revenue The Directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Group. The following new standards and interpretations which were in issue but have not yet come into effect are not considered to be relevant to Centaur's activities: Revised guidance on implementing IFRS 4, 'Insurance contracts' Amendment to IAS 21 Net investment in a foreign operation IFRIC 12 Service concession arrangements IFRIC 14, IAS 19 The limit on a defined benefit asset, minimum funding requirements and their interaction These financial statements are presented in pounds sterling (GBP) as that is the currency of the primary economic environment in which the group operates. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, events or actions, the actual results may ultimately differ from those estimates. Additional presentation within the consolidated income statement The Group has presented separately on the face of the consolidated income statement an additional profit measure of adjusted EBITDA. Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation and excluding exceptional and other significant non-cash items. This presentation has been provided as the Directors believe that this measure reflects more clearly the ongoing operations of the Group. In 2007 and 2006, share based payment costs have been treated as a significant non-cash item. Centaur Media plc Notes to the financial statements 1 Segmental reporting Primary reporting format - business segments The group is currently organised into five main business segments. Corporate costs are allocated to business segments on an appropriate basis depending on the nature of the cost. Inter-segment pricing is determined on an arm's length basis. Segment assets consist primarily of property, plant and equipment, intangible assets including goodwill, inventories, trade receivables and cash and cash equivalents. Segment liabilities comprise trade payables, accruals and deferred income. Corporate assets and liabilities comprise current and deferred tax balances, cash and cash equivalents and borrowings. Capital expenditure comprises additions to property, plant and equipment, intangible assets and goodwill and includes additions resulting from acquisitions through business combinations. Secondary reporting format - geographical segments Substantially all of Centaur's net assets are located and all revenue and profit are generated in the United Kingdom. The Directors consider that the group operates in a single geographical segment, being the United Kingdom, and therefore secondary format segmental reporting is not required. Year ended Legal and Marketing Construction Perfect General Unallocated Group 30 June 2007 Financial and Creative and Information Business Engineering Services ------------------------------------------------------------------------------------------------------------- £m £m £m £m £m £m £m Continuing operations Revenue 30.3 23.6 19.4 6.0 11.0 - 90.3 Adjusted EBITDA 9.0 3.6 4.1 1.5 1.5 - 19.7 Depreciation of property, plant and equipment (0.2) (0.2) (0.1) (0.1) (0.2) - (0.8) Amortisation of software (0.3) (0.3) (0.2) (1.0) (0.1) - (1.9) Amortisation of acquired intangibles (0.1) - (0.4) - (0.2) - (0.7) Share based payments - - - - - (0.4) (0.4) Exceptional administrative credit - - - - - - - ------------------------------------------------------------------------------------------------------------- Segment result 8.4 3.1 3.4 0.4 1.0 (0.4) 15.9 ------------------------------------------------------------------------------------------------------------- Interest receivable - - - - - 0.2 0.2 Share of post tax profit of associates 0.1 - - - - - 0.1 Profit on sale of associate 0.7 - - - - - 0.7 ------------------------------------------------------------------------------------------------------------- Profit before tax 9.2 3.1 3.4 0.4 1.0 (0.2) 16.9 Taxation - - - - - (4.6) (4.6) ------------------------------------------------------------------------------------------------------------- Profit for the year from continuing operations 9.2 3.1 3.4 0.4 1.0 (4.8) 12.3 ------------------------------------------------------------------------------------------------------------- Discontinued operations ------------------------------------------------------------------------------------------------------------- Revenue - - - - 1.1 - 1.1 Segment result - - - - (0.1) - (0.1) Profit on disposal of operation - - - - 0.1 - 0.1 ------------------------------------------------------------------------------------------------------------- Profit for the year from discontinued operations - - - - - - - ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- Profit for the year attributable to equity shareholders 9.2 3.1 3.4 0.4 1.0 (4.8) 12.3 ------------------------------------------------------------------------------------------------------------- Segment assets 60.4 47.4 39.7 12.0 18.7 - 178.2 Corporate assets - - - - - 12.0 12.0 ------------------------------------------------------------------------------------------------------------- Consolidated total assets 60.4 47.4 39.7 12.0 18.7 12.0 190.2 ------------------------------------------------------------------------------------------------------------- Segment liabilities 4.2 5.3 5.5 2.9 2.5 - 20.4 Corporate liabilities - - - - - 5.3 5.3 ------------------------------------------------------------------------------------------------------------- Consolidated total liabilities 4.2 5.3 5.5 2.9 2.5 5.3 25.7 ------------------------------------------------------------------------------------------------------------- Other items: Capital expenditure 0.3 1.0 0.2 1.0 4.7 - 7.2 Impairment of trade receivables 0.1 0.2 0.2 (0.1) 0.2 - 0.6 1 Segmental reporting (continued) Year ended Legal and Marketing Construction Perfect General Unallocated Group 30 June 2006 Financial and Creative and Information Business Engineering Services ------------------------------------------------------------------------------------------------------------- £m £m £m £m £m £m £m Continuing operations Revenue 24.5 23.5 16.5 6.4 9.6 - 80.5 Adjusted EBITDA 7.1 3.3 3.4 1.4 0.5 - 15.7 Depreciation of property, plant and equipment (0.1) (0.2) (0.2) (0.1) (0.1) - (0.7) Amortisation of software (0.4) (0.3) (0.2) (0.8) (0.1) (1.8) Amortisation of acquired intangibles - - (0.1) - (0.2) - (0.3) Share based payments - - - - (0.4) (0.4) Exceptional administrative credit - - - 2.2 - - 2.2 -------------------------------------------------------------------------------------------------------------- Segment result 6.6 2.8 2.9 2.7 0.1 (0.4) 14.7 -------------------------------------------------------------------------------------------------------------- Interest receivable - - - - - 0.3 0.3 Share of post tax profit of associates 0.1 - - - - - 0.1 ------------------------------------------------------------------------------------------------------------- Profit before tax 6.7 2.8 2.9 2.7 0.1 (0.1) 15.1 Taxation - - - - - (3.7) (3.7) ------------------------------------------------------------------------------------------------------------- Profit for the year from continuing operations 6.7 2.8 2.9 2.7 0.1 (3.8) 11.4 -------------------------------------------------------------------------------------------------------------- Discontinued operations ------------------------------------------------------------------------------------------------------------- Revenue - - - - 1.8 - 1.8 Segment result - - - - - - - Profit on disposal of operation - - - - - - - -------------------------------------------------------------------------------------------------------------- Profit for the year from discontinued operations - - - - - - - --------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------- Profit for the year attributable to equity shareholders 6.7 2.8 2.9 2.7 0.1 (3.8) 11.4 --------------------------------------------------------------------------------------------------------------- Segment assets 68.6 51.9 40.7 15.1 11.2 - 187.5 --------------------------------------------------------------------------------------------------------------- Consolidated total assets 68.6 51.9 40.7 15.1 11.2 - 187.5 --------------------------------------------------------------------------------------------------------------- Segment liabilities 4.7 5.5 6.9 2.8 3.7 - 23.6 Corporate liabilities - - - - - 6.0 6.0 --------------------------------------------------------------------------------------------------------------- Consolidated total liabilities 4.7 5.5 6.9 2.8 3.7 6.0 29.6 --------------------------------------------------------------------------------------------------------------- Other items: Capital expenditure 1.6 0.5 7.9 1.2 4.9 - 16.1 Impairment of trade receivables 0.2 0.2 0.1 - 0.1 - 0.6 --------------------------------------------------------------------------------------------------------------- 2 Taxation (a) Analysis of charge in year 2007 2006 £m £m Current tax - Current year 4.6 3.3 - Adjustment in respect of prior year - 0.6 ---------------- 4.6 3.9 ---------------- Deferred tax - Current year (0.1) 0.5 - Adjustment in respect of prior year 0.1 (0.7) ----------------- - (0.2) ----------------- Taxation 4.6 3.7 ----------------- (b) Tax on items charged to equity Deferred tax charge/(credit) on share based payments 0.1 (0.2) ----------------- (c) Factors affecting tax charge for the year The tax assessed for the year is lower (2006: lower) than the standard rate of corporation tax in the UK (30%). The differences are explained below: 2007 2006 £m £m Profit before tax 16.9 15.1 ----------------- Profit before tax multiplied by standard rate of corporation tax in the UK of 30% (2006: 30%) 5.1 4.5 Effects of: Non taxable release of deferred consideration provision - (0.8) Expenses not deductible for tax purposes 0.2 0.2 Non-taxable gain on sale of associate (0.2) - Current tax deduction on share options exercised (0.2) - Deferred tax credit on share based payments taken to income statement (0.5) (0.1) Losses not recognised 0.1 - Adjustments to tax charge in respect of previous years 0.1 (0.1) ----------------- Total taxation 4.6 3.7 ----------------- There was no tax arising on discontinued operations during the current or previous year. A number of changes to the UK Corporation tax system were announced in the March 2007 Budget Statement and have been enacted in the 2007 Finance Act. The changes had been substantively enacted at the balance sheet date and, therefore, are included in these financial statements. These changes have not had a significant impact on the tax balances of the Group 3 Earnings per share Basic earnings per share (EPS) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue during the year. Shares held in the employee benefit trust have been excluded in arriving at the weighted average number of shares. For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Company has two classes of dilutive potential ordinary shares: share options granted to Directors and employees where the exercise price is less than the average market price of the Company's ordinary shares during the year; and the contingently issuable shares under the Company's long term incentive plan to the extent that the conditions are met at the period end. An alternative measure of adjusted earnings per share has been provided as the Directors believe that this measure is more reflective of the ongoing trading of the Group. 2007 2006 Earnings Weighted Per Earnings Weighted Per average share average share number amount number amount of of shares shares £m millions Pence £m millions Pence -------------------------------------------------------------------------------- Basic EPS 12.3 149.1 8.2 11.4 149.3 7.6 -------------------------------------------------------------------------------- Effect of dilutive securities Options - 1.8 - - 0.7 - Contingently issuable shares - 0.4 - - 0.1 - -------------------------------------------------------------------------------- Diluted basic EPS 12.3 151.3 8.1 11.4 150.1 7.6 -------------------------------------------------------------------------------- Adjusted EPS Earnings attributable to ordinary shareholders 12.3 149.1 8.2 11.4 149.3 7.6 Amortisation of acquired intangibles 0.7 - 0.5 0.3 - 0.2 Profit on disposal of associated undertakings (0.7) - (0.5) - - - Exceptional administrative credit - - - (2.2) - (1.5) Tax effect of above adjustments (0.1) (0.2) - (0.1) -------------------------------------------------------------------------------- Adjusted EPS 12.2 149.1 8.2 9.3 149.3 6.2 -------------------------------------------------------------------------------- Effect of dilutive securities Options - 1.8 - - 0.7 - Contingently issuable shares - 0.4 - - 0.1 - -------------------------------------------------------------------------------- Diluted adjusted EPS 12.2 151.3 8.1 9.3 150.1 6.2 -------------------------------------------------------------------------------- There is no difference between EPS for the financial year and EPS for continuing operations. 4 Nature of the financial information The foregoing financial information does not amount to full accounts within the meaning of Section 240 of Companies Act 1985. The financial information has been extracted from the Group's Annual Report and Accounts for the year ended 30 June 2007 on which the auditors have not yet expressed an opinion, but for which an unqualified report is expected. Copies of the Annual Report and Accounts will be posted to shareholders shortly and will be available from the Company's registered office at 50 Poland Street, London, W1F7AX. This information is provided by RNS The company news service from the London Stock Exchange
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