Interim Results

Mercury Group PLC 29 June 2006 MERCURY GROUP PLC MGP.L MERCURY GROUP PLC ('Mercury' or 'the Group') Interim Results for the six months ended 31 March 2006 CHAIRMAN'S STATEMENT Having joined Mercury in May 2006, this is my first report for the Group. As Mercury acquired its three subsidiaries, Navitas Hemway (facilities management), TelCo Solutions (project management) and Smith Melzack Pepper Angliss (commercial estate agency) during the first half of the year ended 30 September 2005, results for the period under review have been compared with results for the second half of the last financial year rather than the first half in order to provide a better comparison. For the six months ended 31 March 2006, turnover was unchanged at £3.13m compared to the second half of last year. Operating loss before goodwill amortisation and exceptional items was £188,750 (2005: operating profit of £336,375 for the six months to 30 September). The loss before tax and exceptional items was £325,775 (2005: profit of £181,665 for the six months to 30 September). Net assets stood at £8.2m on 31 March 2006 (2005: £8.6m at 30 September). Cash balances at 31 March 2006 stood at £805,577 (2005: £1.44m at 30 September). Following the period end, the Group issued a total of 6,481,049 new Ordinary Shares of 1.0p each at 9.166p per share in the share capital of the Group to the vendors of Navitas Hemway, including certain directors of Mercury. This represented the final payment of the deferred purchase price as agreed at the time of acquisition in December 2004. Trading over the first half has been disappointing. While there have been some good contract wins, with TelCo securing two new contracts to provide project monitoring services to HBOS and Cheshire Building Society, there has also been slippage in the timing of some key contracts throughout the business. This will adversely affect results for the full year. Full year results will also reflect non-recurring costs totalling £450,000. These non-recurring items relate to an aborted acquisition and our restructuring programme. The integration of our subsidiaries within the Group is underway and we are in the process of making organisational changes aimed at setting an appropriate cost base for the Group going forward. We anticipate annualised savings of approximately £350,000 as a result. Looking ahead, we remain focused on developing our existing businesses, both organically and via acquisition. With clients looking for continued drive towards greater efficiencies without being distracted from their own core business activities, we believe there are good growth opportunities in the marketplace. Walter Goldsmith Chairman Enquiries: Simon Michaels, Finance Director Mercury Group Plc 020 7422 6585 Katie Tzouliadis Biddicks 020 7448 1000 MERCURY GROUP PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT For the six months ended 31 March 2006 6 Months 6 Months Year Ended Ended Ended 31.3.06 31.3.05 30.9.05 Unaudited Unaudited Audited £ £ £ Turnover 3,131,668 782,082 3,915,807 Cost of sales (870,401) (292,386) (987,181) Gross Profit 2,261,267 489,696 2,928,626 Administrative expenses (2,620,435) (786,949) (3,391,168) Operating Loss (359,168) (297,253) (462,542) Amortisation of goodwill arising on acquisition of associate - (8441) - Share of loss of associate - (35,152) (36,899) Amounts written back on investments - - 70,358 Interest receivable and similar income 25,073 26,091 32,132 Interest payable and similar charges (16,680) (1,362) (34,236) Profit before Taxation (350,775) (316,117) (431,187) Taxation (19,458) - 1,335 Profit after Taxation (370,233) (316,117) (429,852) Dividends - - - Retained Profit (370,233) (316,117) (429,852) Basic earnings per share (see note 3) (0.35p) (0.02p) (0.58p) Diluted earnings per share (see note 3) (0.34p) - - MERCURY GROUP PLC CONSOLIDATED BALANCE SHEET As at 31 March 2006 31 March 31 March 30 September 2006 2005 2005 Unaudited Unaudited Audited £ £ £ Fixed Assets Tangible assets 144,424 100,444 115,794 Investments 120,710 - 70,359 Intangible assets 6,241,577 5,873,445 6,406,592 6,506,711 5,973,889 6,592,745 Current Assets Stocks - 80,000 Debtors 2,253,219 1,607,044 1,835,289 Cash at bank and in hand 805,577 292,129 1,439,464 3,058,796 1,899,173 3,354,753 Creditors: Amounts falling due within one year (1,369,030) (2,057,583) (1,342,040) Net Current Assets/ (Liabilities) 1,689,766 (158,410) 2,012,713 Total Assets less Current Liabilities 8,196,477 5,815,479 8,605,458 Creditors: Amounts falling due after more that one year - (260,980) (1,150) Net Assets 8,196,477 5,554,499 8,604,308 Capital and Reserves Called up share capital 1,064,964 8,900,003 1,064,946 Share premium account 319,188 3,167,827 356,805 Shares to be issued 2,938,262 2,231,349 2,938,262 Distributable reserve 4,711,109 - 4,711,109 Other reserve 156,954 156,953 156,953 Profit and loss account (994,000) (8,901,633) (623,767) Shareholders' Funds 8,196,477 5,554,499 8,604,308 MERCURY GROUP PLC CONSOLIDATED CASH FLOW STATEMENT For the six months ended 31 March 2006 6 Months 6 Months Year Ended Ended Ended 31 March 31 March 30 September 2006 2005 2005 Unaudited Unaudited Audited £ £ £ Net cash outflow from operating (497,369) (1,120,575) (2,399,148) activities Returns on Investments and Servicing of Finance Interest received 25,073 26,091 32,132 Interest paid (16,680) (1,362) (27,031) Net cash outflow for returns on investments and servicing of finance 8,393 24,729 5,101 Taxation (33,001) (82,981) (84,359) Capital Expenditure and Financial Investment Purchase of tangible fixed assets (71,426) (7,379) (80,071) Purchase of investments (50,351) - - Net cash outflow for capital expenditure and financial investment (121,777) (7,379) (80,071) Acquisitions Cash acquired with subsidiary - (130,035) (130,035) Purchase of subsidiary undertakings (1,500) (411,198) (411,198) Net Cash Outflow for Acquisitions (1,500) (541,233) (541,233) Equity Dividends Paid - - - Net cash outflow before financing (645,254) (1,727,439) (3,099,710) Financing Cost of capital reconstruction (37,617) - - Net cash proceeds from share issue - 505,500 3,284,642 Capital element of finance lease payments (1,319) (792) (3,642) Net cash (outflow)/ inflow from financing (38,936) 504,708 3,281,000 (Decrease)/Increase in Cash (684,190) (1,222,731) 181,290 MERCURY GROUP PLC NOTES TO THE CONSOLIDATED CASHFLOW STATEMENT For the six months ended 31 March 2006 6 Months 6 Months Year Ended Ended Ended 31.3.06 31.3.05 30.9.05 Unaudited Unaudited Audited (a) Reconciliation of operating loss to net cash £ £ £ outflow from operating activities Operating loss (359,168) (297,253) (462,542) Depreciation 42,796 11,026 56,767 Amortisation of goodwill 166,515 52,485 215,636 Decrease/(increase) in work in progress 80,000 - - Decrease/(increase) in debtors (437,388) (939,825) (693,832) (Decrease)/increase in creditors 9,876 52,992 (1,515,177) Net cash outflow from operating (497,369) (1,120,575) (2,399,148) activities (b) Reconciliation of net cash flow to movement in net funds (Decrease) /Increase in cash in the period (684,190) (1,222,731) 181,290 Increase in debt in period - - - Movement in net funds in the period (684,190) (1,222,731) 181,290 Net funds at 30 September 2005 1,133,184 951,894 951,894 Net funds at 31 March 2006 448,994 (270,837) 1,133,184 (c) Analysis of changes in net funds At At 1 October Cash Other 31 March 2005 Flow Changes 2006 £ £ £ £ Cash at bank and in 1,439,464 (633,886) - 805,578 hand Overdrafts (306,280) (50,304) - (356,584) Total 1,133,184 (684,190) - 448,994 MERCURY GROUP PLC NOTES TO THE INTERIM STATEMENT For the six months ended 31 March 2006 1. The financial information contained in the Interim Report does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The comparative financial information for the year ended 30 September 2005 is an abridged version of the group's published financial statements for that year, which contained an unqualified audit report and which have been filed with the Registrar of Companies. 2. Accounting Policies The financial statements are prepared in accordance with applicable accounting standards. The principal accounting policies adopted in the preparation of the financial statements are described below and have remained unchanged. Accounting Convention The financial statements have been prepared under the historical cost convention modified to include the revaluation of certain investments and in accordance with applicable accounting standards. Basis of Consolidation The group profit and loss account and balance sheet consist of the financial statements of the parent company and its subsidiary undertakings. The group's share of associated undertakings' profits or losses are included in the group profit and loss account, and added to the cost of investments in the balance sheet. The results of businesses acquired or disposed of during the year have been included from the effective date of acquisition or up until the date of disposal. Profits or losses on intra-group transactions are eliminated in full. Turnover Turnover represents fees invoiced, excluding discounts, other sales taxes and VAT. Tangible Fixed Assets Depreciation is provided on the cost of tangible fixed assets in equal annual instalments over the estimated useful lives of the assets. The rates of depreciation are as follows: Office equipment 25% on cost Computer equipment 33% on cost Taxation The charge for taxation is based on the results for the year and takes into account deferred taxation. Provision is made for material deferred taxation, in respect of all timing differences that have originated but not reversed at the balance sheet date. Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Leases Operating lease rentals are charged to the profit and loss account in equal annual amounts over the course of the lease. Investments Investments are included at valuation on the following basis: (a) Listed investments are valued at directors' estimate of market values given the size of the holding. (b) Unquoted investments are valued by the directors at the cost of the investment, subject to any impairment in value. Goodwill Goodwill arising from the purchase of subsidiary and associated undertakings, represents the excess of the fair value of the purchase consideration over the fair value of the net assets or share of net assets acquired. The goodwill arising on acquisitions is capitalised as an intangible asset and amortised over a period of 20 years. Hire Purchase Contracts Assets obtained under hire purchase contracts, which transfer to the group substantially all the risks and rewards of ownership of the assets, are capitalised as tangible fixed assets and depreciated over their estimated useful life. Obligations under such contracts are included in creditors net of finance charges allocated to future periods. The finance element of the payment is charged in the profit and loss account so as to produce a constant periodic rate of charge on the net obligations outstanding in each period. Pensions Certain subsidiaries of the company operate defined contribution pension schemes for their employees and directors. The assets of the schemes are held separately from those of the group. The annual contributions payable are charged to the profit and loss account. The company provides no other post-retirement benefits to its employees and directors. Financial Instruments The group's financing strategy, which is approved at board level is to raise cash to finance the group's operations and acquisitions. The debt is currently at floating rates and the resulting interest rate exposure is kept under review by the board. Stocks Stock is valued at the lower of cost and net realisable value. Provisions are made for obsolete, slow moving and defective stock where appropriate. 3. Earnings per Share The calculation of basic earnings per share is based on the earnings for the year of (£370,233) (year ended 31 September 2005 - (£429,852) and six months ended 31 March 2005 - (£316,117)) and on a weighted average number of shares of 0.1p each in issue during the period of 106,494,600 (year ended 30 September - 73,594,097, six months ended 31 March 2005 - 1,537,327,773 (pre consolidation)). The calculation of diluted earnings per share is based on the earnings for the year of £(370,233) and on a weighted average number of shares of 0.1p during the period of 109,315,773. 4. Reconciliation of Movement in Shareholders' Funds is as follows: £ Shareholders' funds at 1 October 2005 8,604,308 Loss for the period (370,213) Cost of capital reduction scheme (37,617) Shareholders' funds at 31 March 2006 8,191,478 5. Interim Statement Copies are available free of charge for a period of one month from the date of this announcement on request from the Group's registered office: Devonshire House, 146 Bishopsgate, London EC2M 4JX INDEPENDENT REVIEW REPORT TO MERCURY GROUP PLC Introduction We have been instructed by the company to review the financial information set out on pages 2 to 7 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' Responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review Work Performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review Conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 31 March 2006. Kingston Smith LLP Chartered Accountants Devonshire House 60 Goswell Road London EC1M 7AD This information is provided by RNS The company news service from the London Stock Exchange

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