Final Results

Michael Page International PLC 01 March 2006 1 March 2006 Full Year Results for the year ended 31 December 2005 Michael Page International plc ("Michael Page"), the specialist professional recruitment company, announces its full year results for the year ended 31 December 2005. £m 2005 2004 Change Turnover 523.8 433.7 + 21% Gross profit 267.6 210.6 + 27% Operating profit 66.5 38.9 + 71% Profit before tax 66.1 38.9 + 70% Basic earnings per share 14.8p 9.8p + 51% Adjusted earnings per share (note 5) 14.8p 7.2p + 106% Dividend 5.0p 4.0p + 25% Key Points • Results demonstrate strong operational gearing • United Kingdom operating profits up from £22.9m to £31.9m • Continental European operating profits up by over 370% to £19.4m • Record results from Asia Pacific, operating profits of £14.1m • Very strong cash flow from operations, up from £35.7m to £65.4m • 16.8m shares repurchased during 2005 at a cost of £34.2m • Steve Ingham to succeed Terry Benson as Chief Executive in May 2006 Commenting on the results, Terry Benson, Chief Executive of Michael Page, said: "2005 was another year of considerable progress for the Group and Michael Page delivered significantly improved results over the previous year. All our businesses recorded increased profits, but the outstanding performance came from Continental Europe which grew operating profits by over 370% to £19.4m (2004: £4.1m). "The short term outlook is encouraging for Michael Page. Against a background of relatively favourable trading conditions in all regions across the Group, we will continue our strategy of organic growth and controlled investment for the future." Enquiries: Michael Page International plc 020 7831 2000 (after 8:00am) Terry Benson, Chief Executive Stephen Puckett, Finance Director Steve Ingham, Chief Executive Designate Financial Dynamics 020 7269 7291 Richard Mountain / David Yates CHAIRMAN'S STATEMENT I am pleased to report another year of considerable progress for the Group and significantly improved results for 2005. Our outstanding performance is, we believe, clear endorsement of our longer term strategic decision only to grow organically, to maintain our infrastructure during economic slowdowns and to continue to make controlled investments for the future. This is particularly evident in the improved performance of our businesses in Continental Europe where, despite the economic conditions remaining difficult, we have increased gross profits by 40% and operating profits by over 370%. Financial highlights Turnover for the year ended 31 December 2005 increased 20.8% to £523.8m (2004: £433.7m). Gross profits from permanent placements again grew more rapidly than from temporary placements. This movement in business mix, together with an increase in margins on temporary placements, contributed to a strong increase in gross profit of 27.0% to £267.6m (2004: £210.6m). Given the Group's high operational gearing, operating profit increased by 71.2% to £66.5m (2004: £38.9m). Profit before tax was £66.1m (2004: £38.9m) and adjusted earnings per share increased by 105.6% to 14.8p (2004: 7.2p before exceptional tax items). Dividends and share repurchases It is the Board's intention to pay dividends at a level which it believes is sustainable throughout economic cycles and to continue to use share repurchases as an additional mechanism for returning surplus cash to shareholders. As a consequence of our strong growth in profits and excellent cash generation, the Board is recommending an increase in the total dividend per share for the year of 25%. A final dividend of 3.5p (2004: 2.75p) per share is proposed which, together with the interim dividend of 1.5p (2004: 1.25p) per share paid in October, makes a total dividend for the year of 5.0p (2004: 4.0p) per share. The final dividend will be paid on 5 June 2006 to those shareholders on the register at 5 May 2006. The total dividend is covered 3.0 times by basic earnings per share of 14.8p. We continued to make share repurchases throughout 2005 acquiring 16.8m shares for £34.2m, representing an average cost per share of 203.7p. These shares were initially held in Treasury but were subsequently cancelled along with 7.8m shares that were held in Treasury from purchases made in 2004. We will be seeking shareholders' consent for a renewal of the authority to repurchase up to 10% of the issued shares at the Annual General Meeting on 23 May 2006. Employees I wish to express my thanks to the staff worldwide for their commitment, loyalty and efforts throughout the year. Having operated throughout a sustained period of difficult trading conditions, they have maintained your Company's position as the international leader in the specialist recruitment industry. Board of Directors On 16 December 2005 Terry Benson announced his decision to retire as Chief Executive at the forthcoming Annual General Meeting on 23 May 2006. Terry has worked for the Group for over 26 years, the last 12 as Chief Executive, during which the company has enjoyed phenomenal success. On behalf of all stakeholders in the Group, I sincerely thank him for his tremendous contribution and he has our best wishes for his retirement. Steve Ingham, who has been with the Group for 19 years, will succeed Terry as Chief Executive. He has been a member of the senior management for many years and a key contributor in establishing the current Group strategy. I, and the rest of the Board, am delighted that we have an exceptional successor who we are confident will continue the successful development of the Group. On 25 April 2005, Rob Lourey, a Non-Executive Director resigned as he was relocating to Sydney, Australia. Tim Miller was appointed on 15 August 2005 as a Non-Executive Director and as Chairman of the Remuneration Committee. Stephen Burke, the former UK Managing Director, left the company in May 2005. Outlook The short term outlook is encouraging for Michael Page. Against a background of favourable trading conditions in all regions across the Group, we plan to continue the controlled growth of our businesses by further increasing our headcount, continuing the discipline roll out, opening new offices in countries where we already have a presence and establishing new businesses in other countries. On 6 April 2006 we will make a statement in respect of our trading for the first quarter. Sir Adrian Montague CBE Chairman 1 March 2006 CHIEF EXECUTIVE'S REVIEW I am delighted with our performance in 2005, particularly as I believe it demonstrates the benefits of our longer term approach to the development of the Company. We have achieved good levels of growth in all of our businesses reflecting the quality of our staff and the high levels of service they provide to clients and candidates. A product of our strategy to maintain our infrastructure in a downturn is that for a period we may carry spare capacity and consequently have high operational gearing. When economic conditions improve, we believe this approach puts us in a better position than the majority of our competitors to grow our business, and at a far faster rate. As this spare capacity is utilised through growth, we benefit from this operational gearing as evidenced by the 71.2% increase in operating profit from a 27.0% growth in gross profit. Staff and office numbers The investments we have made in new staff, discipline roll outs, office expansion and start ups have resulted in an increase in fee generating and support staff to 2,926 (2004: 2,551), operating from 118 (2004: 110) offices in 18 (2004: 16) countries at the end of the year. United Kingdom In the UK, turnover increased by 14.8% to £269.6m (2004: £234.8m) and gross profit by 17.8% to £129.5m (2004: £110.0m). Operating profits were £31.9m (2004: £22.9m), an increase of 39.3%. The gross profits of the finance and accounting businesses of Michael Page Finance, Michael Page City and Accountancy Additions, which generated 57% of UK gross profit, were 10% higher than in 2004 with both permanent and temporary recruitment fees growing well. Michael Page Finance, the largest of the three businesses, opened an office in Liverpool and achieved the highest growth rate of the three finance businesses. Michael Page City, which accounts for less than 10% of UK gross profits, recorded the lowest level of growth. Accountancy Additions, which specialises in lower level finance and accounting positions, again expanded its office network from 30 to 32 locations with new offices in Liverpool and Edinburgh. The combined gross profits of Michael Page Marketing, Michael Page Sales and Michael Page Retail, were 19% higher than in 2004 and represented 22% of the UK total. The Marketing and Sales businesses produced strong growth from all industry sectors, with growth from temporary placement fees exceeding permanent as we continue to develop the temping business in these disciplines. Retail's growth rate, while lower, was still over 10% despite another tough year on the High Street. The remaining businesses together produced gross profit growth in 2005 of 44% and represent a significant opportunity for further strong growth as they are rolled out progressively across the UK network. Michael Page Legal and Michael Page Technology both performed well in the year. Michael Page Human Resources achieved another year of strong growth benefiting from its increased geographic coverage. The separation of Michael Page Engineering & Supply Chain Management into Michael Page Engineering & Manufacturing, and Michael Page Procurement & Supply Chain at the beginning of 2005 was particularly successful, with both businesses having significant scope for further expansion. Michael Page Secretarial which only started at the end of 2003 had a successful year with gross profit more than doubling. In order to capitalise on the opportunity in Scotland, at the beginning of 2005 we created a separate management structure to drive growth from our existing offices in Glasgow and Edinburgh. This has proved to be a successful development with gross profits in Scotland increasing in 2005 by over 50%. Continental Europe Turnover in Continental Europe for the year increased by 28.0% to £159.2m (2004: £124.3m) and gross profit increased by 40.1% to £86.1m (2004: £61.5m). As a result of the increased revenue and high operational gearing, the region produced an increase of over 370% in operating profit at £19.4m (2004: £4.1m). In France, our second largest business after the UK and representing 48% of the region, gross profit increased by 18%. The growth rate in our French business improved each quarter throughout the year, exceeding 20% in the fourth quarter. The growth in France came entirely from permanent recruitment with temporary recruitment fees flat on 2004 levels. While the market in France improved during 2005, our rate of growth clearly indicates that we are well positioned to benefit and gain market share. Elsewhere in the region, collectively our businesses achieved gross profit growth in excess of 65%. There remains considerable scope for these businesses to grow with numerous opportunities for expanding teams in existing offices and disciplines, rolling out the disciplines to existing offices and opening new offices. In addition to the roll out of disciplines, during the year we started a business in Warsaw, Poland, our first expansion into Central Europe, and have opened a fourth office in the Netherlands in Amersfoort, and a Michael Page office in Toulouse. Page Personnel opened in Nantes, Strasbourg and Rouen in France, and Geneva in Switzerland. As market conditions in Continental Europe continue to improve, we are reaping the benefit of our strategy to maintain and invest in our businesses during the downturn. As predicted last year, with gross profit growth maintained throughout 2005, profitability has improved considerably as spare capacity is utilised. There is still some spare capacity within a number of our businesses but in others we now need to invest to exploit the growth opportunities. Asia Pacific Our businesses in Asia Pacific produced a record set of results for the region. Turnover was 22.2% higher at £76.7m (2004: £62.8m), gross profit was 23.8% higher at £39.0m (2004: £31.5m) and operating profit increased 23.3% to £14.1m (2004: £11.4m). In Australia gross profit grew a healthy 17.1% despite a disappointing fourth quarter which was impacted by an IT implementation. There continued to be strong demand from financial services, business services, mining and resources. During the year we opened a seventh office, in Chatswood, North Sydney and completed a large office relocation of our business in Melbourne. In Hong Kong, Shanghai, Tokyo and Singapore, we achieved another year of substantial gross profit growth. In Tokyo we moved into larger offices at the beginning of the year which provides sufficient accommodation to achieve a doubling of our headcount. The Americas Turnover for the region was 54.6% higher at £18.3m (2004: £11.8m), gross profit increased by 68.9% to £12.9m (2004: £7.6m) and operating profit increased 161% to £1.0m (2004: £0.4m). In North America we continued our rapid expansion opening offices in Toronto, Canada and in Philadelphia, USA. We have now established a network of seven offices in North America, providing only recruitment in Finance and Accounting. These investments, together with the continuing development of our other offices, incur significant start up costs ahead of gross profit growth. We are extremely pleased with our progress in North America and during 2006, we will be investigating the opportunities for further office openings as well as starting other recruitment disciplines. In Brazil we achieved another very successful year growing headcount in the Sao Paulo and Rio de Janeiro offices to nearly 100 staff. We have now reached the stage where we have a number of experienced and talented local staff who will further drive our expansion in Brazil and elsewhere in South America. Executive Committee In September 2005 the Board approved the establishment of an Executive Committee comprising Chris Adams, Regional MD Asia Pacific, Andrew Wayland, Chief Information Officer, and the four executive Main Board Directors. The committee, which is headed by the Chief Executive, is focused on the operational management of the Group and meets formally every quarter. It was formed to facilitate greater communication and cooperation between the regions, and to ensure that the deployment of our resources is considered from a global perspective. Strategy I am delighted with our performance in 2005 as it clearly demonstrates the strength of our longer term strategy. Having worked for Michael Page for 26 years, the last 12 as Chief Executive I believe the business is in excellent condition for many more years of successful growth and development. However I believe the time is right for me to retire from the business and in December 2005 we announced the plans for succession. Steve Ingham, who joined Michael Page in 1987, will formally take over as Chief Executive at the Annual General Meeting in May. In my opinion he and the senior management team are second to none in our sector, and they possess the energy and enthusiasm to continue the track record of achievement. I am sure our shareholders, clients, candidates and staff will welcome the fact that the overall long term strategy of the Group will remain absolutely unchanged following the change in leadership. The Group intends to stay focused on its core competency of specialist recruitment, and will continue to grow organically by the expansion of existing businesses in their local markets, the introduction of new disciplines into existing locations and by entering new geographic markets. There exist numerous opportunities to grow the business in all our regions and expand into new regions. There is an exceptional pool of ambitious and talented people in the Group who are highly motivated to build on our success. With the short term economic outlook set to be relatively favourable, the plan during 2006 is to slightly increase the pace of our controlled development. Terry Benson Chief Executive 1 March 2006 FINANCE DIRECTOR'S REVIEW International Financial Reporting Standards (IFRS) The 2005 financial statements are our first to have been prepared under IFRS and accordingly the comparative results for 2004 have been restated. The most significant impact from the application of IFRS on reported profits is a charge of £2.7m (2004: £1.2m) in respect of share options. Full details of the application of IFRS are set out in note 9. Income statement Turnover 2005 was another successful year for the Group with all regions delivering strong growth. Turnover for the year increased by 20.8% to £523.8m (2004: £433.7m). Turnover from temporary placements increased by 15.7% to £318.3m (2004: £275.2m) and represented 60.8% (2004: 63.5%) of Group turnover. Turnover from permanent placements was £205.5m (2004: £158.5m), an increase of 29.6%. Gross profit Gross profit for the year increased by 27.0% to £267.6m (2004: £210.6m) representing an overall gross margin of 51.1% (2004: 48.6%). The percentage increase in gross profit is greater than the increase in turnover due primarily to the higher proportion of gross profit derived from permanent placements in 2005, together with a higher volume of temporary placements at slightly higher gross margin. Gross profit from temporary placements was £72.6m (2004: £62.0m) and represented 27.1% (2004: 29.4%) of Group gross profit. The gross margin achieved on temporary placements was 22.8% (2004: 22.5%). Operating profit As a result of the Group's organic growth strategy and the profit based bonuses, we have a business which is operationally geared as evidenced by the 71.2% increase in operating profits from a 27.0% increase in gross profit. This strategy means the Group incurs start up costs and operating losses as investments are made to grow existing businesses, start new businesses, open new offices and start up in new countries. The Chief Executive's review describes a number of these investments including starting businesses in Canada and Poland. As a result of the increased numbers of staff, start up costs and higher profit related bonuses, administrative expenses in the year increased by 17.0% to £201.1m (2004: £171.8m). The Group's largest category of expenditure is the remuneration of our consultants and support staff. Headcount of the Group was 2,551 at 1 January 2005 and increased to 2,747 at 30 June 2005. The Group's headcount increased further during the second half of the year reflecting both the growth of existing businesses and continuing investment for the future. At 31 December 2005 we employed 2,926 consultants and support staff. Net interest While we started the year with net cash of £12.2m there is a substantial cash outflow in January every year as quarter four and annual bonuses are paid. As a result of the decision to spend £34.2m repurchasing shares, the Group had limited surplus cash to invest. As a consequence a net interest charge was incurred of £0.4m (2004: £nil). Taxation Tax on profits was £16.5m (2004: £4.5m after an exceptional tax credit of £9.0m), representing an effective tax rate of 25.0% (2004: 34.8% before exceptional items). The rate is lower than the UK corporation tax rate of 30% primarily as a result of utilising and recognising tax losses incurred in earlier years. The majority of these tax losses arose in Continental Europe and have largely been recognised this year as profits in the region have grown significantly. Earnings per share and dividends In 2005, basic earnings per share were 14.8p (2004: 9.8p) and adjusted earnings per share in 2005 were 14.8p (2004: 7.2p before exceptional tax items). The weighted average number of shares for the year was 336.3m (2004: 351.6m) reflecting the impact of the share repurchases during the year. An increase in the final dividend to 3.5p (2004: 2.75p) per ordinary share has been proposed which, together with the interim dividend of 1.5p (2004: 1.25p) per ordinary share, makes a total dividend for the year of 5.0p (2004: 4.0p) per ordinary share, an increase of 25%. The final dividend, which amounts to £11.5m, will be paid on 5 June 2006 to those shareholders on the register at 5 May 2006. Balance sheet The Group had net assets of £68.9m at 31 December 2005 (2004: £60.5m) of which £13.1m (2004: £12.2m) is represented by net cash. The increase in net assets relates to the profit of £49.6m and the credit relating to share schemes of £6.9m, more than offsetting share repurchases of £34.2m and dividends paid of £14.4m. In accordance with IFRS there is no provision in the balance sheet for the 2005 final dividend as this has not yet been approved by our shareholders. Capital expenditure, net of disposal proceeds, increased to £6.8m (2004: £4.4m). Our capital expenditure is driven primarily by two main factors; headcount and the maintenance and enhancement of our IT systems. The most significant item in the balance sheet is trade receivables which were £82.7m at 31 December 2005 (2004: £69.3m) representing debtor days of 49 (2004: 47 days). Cash flow At the start of the year the Group had net cash of £12.2m. During the year the Group generated net cash from operating activities of £65.4m (2004: £35.7m) being £72.7m (2004: £45.3m) of EBITDA, an increase in working capital requirements of £8.5m (2004: £5.8m), movements in provisions of £0.6m (2004: £5.1m), and profit on disposal of our French contractors business of £0.6m. The principal payments have been: • £6.8m (2004: £4.4m) of capital expenditure, net of disposal proceeds, on property, infrastructure, information systems and motor vehicles for staff; • taxes on profits of £10.1m (2004: £4.8m); • dividends of £14.4m (2004: £12.6m); and • share repurchases of £34.2m (2004: £24.1m). At 31 December 2005 the Group had net cash balances of £13.1m (2004: £12.2m). Treasury management and currency risk It is the Directors' intention to finance the activities and development of the Group principally from retained earnings, and to operate the Group's business while maintaining the net debt/cash position within a relatively narrow band. Cash generated in excess of these requirements will be used to buy back the Company's shares for which renewal of the existing general authority is being sought at the forthcoming Annual General Meeting. Cash surpluses are invested in short-term deposits with any working capital requirements being provided from Group cash resources or by local overdraft facilities. The main functional currencies of the Group are Sterling, Euro, US Dollar and Australian Dollar. The Group does not have material transactional currency exposures nor is there a material exposure to foreign-denominated monetary assets and liabilities. The Group is exposed to foreign currency translation differences in accounting for its overseas operations although our policy is not to hedge this exposure. Stephen Puckett Group Finance Director 1 March 2006 Consolidated Income Statement for the year ended 31 December 2005 2005 2004 Note £'000 £'000 Turnover 2 523,810 433,731 Cost of sales (256,229) (223,090) Gross profit 2 267,581 210,641 Administrative expenses (201,062) (171,783) Operating profit 2 66,519 38,858 Financial income 393 369 Financial expenses (776) (368) Profit before tax 66,136 38,859 Income tax expense 3 (16,506) (4,523) Profit for the year 49,630 34,336 Attributable to: Equity holders of the parent 49,630 34,336 Earnings per share Basic earnings per share (pence) 5 14.8 9.8 Diluted earnings per share (pence) 5 14.4 9.7 The above results relate to continuing operations. Consolidated Statement of Changes in Equity at 31 December 2005 Capital Currency Share redemption EBT Treasury translation Retained Total capital reserve reserve shares reserve earnings equity Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 January 2004 3,637 113 (9,871) - - 67,628 61,507 Currency translation differences - - - - (188) - (188) Net expense recognised directly in - - - - (188) - (188) equity Profit for the year - - - - - 34,336 34,336 Total recognised (expense)/income - - - - (188) 34,336 34,148 for the year Purchase of own shares (65) 65 - (13,122) - (10,999) (24,121) Credit in respect of share schemes - - - - - 1,559 1,559 Dividends 4 - - - - - (12,593) (12,593) (65) 65 - (13,122) - (22,033) (35,155) Balance at 31 December 2004 3,572 178 (9,871) (13,122) (188) 79,931 60,500 Balance at 1 January 2005 3,572 178 (9,871) (13,122) (188) 79,931 60,500 Currency translation differences - - - - 492 - 492 Net income recognised directly in - - - - 492 - 492 equity Profit for the year - - - - - 49,630 49,630 Total recognised income for the - - - - 492 49,630 50,122 year Purchase of own shares - - - (34,216) - - (34,216) Cancellation of treasury shares (246) 246 - 47,338 - (47,338) - Credit in respect of share schemes - - - - - 6,922 6,922 Dividends 4 - - - - - (14,432) (14,432) (246) 246 - 13,122 - (54,848) (41,726) Balance at 31 December 2005 3,326 424 (9,871) - 304 74,713 68,896 Balance Sheet at 31 December 2005 2005 2004 Note £'000 £'000 Non-current assets Property, plant and equipment 19,666 18,739 Intangible assets - Goodwill 1,539 1,539 - Computer software 2,212 2,194 Deferred tax assets 9,255 2,423 Other receivables 1,106 1,692 33,778 26,587 Current assets Trade and other receivables 104,935 86,214 Current tax receivable 336 1,183 Cash and cash equivalents 7 20,060 12,532 125,331 99,929 Total assets 2 159,109 126,516 Non-current liabilities Other payables (662) (1,678) Provisions for liabilities and charges (192) (612) Deferred tax liabilities (147) (689) (1,001) (2,979) Current liabilities Trade and other payables (71,624) (60,694) Bank overdrafts 7 (281) (317) Bank loans (6,700) - Current tax payable (10,223) (1,450) Provisions for liabilities and charges (384) (576) (89,212) (63,037) Total liabilities 2 (90,213) (66,016) Net assets 68,896 60,500 Capital and reserves Called up share capital 3,326 3,572 Capital redemption reserve 424 178 EBT reserve (9,871) (9,871) Treasury shares - (13,122) Currency translation reserve 304 (188) Retained earnings 74,713 79,931 Total equity 68,896 60,500 Consolidated Cash Flow Statement for the year ended 31 December 2005 2005 2004 Note £'000 £'000 Cash generated from operations 6 65,432 35,690 Income tax paid (10,127) (4,825) Net cash from operating activities 55,305 30,865 Cash flows from investing activities Purchases of property, plant and equipment (7,167) (5,324) Purchases of computer software (965) (500) Proceeds from the sale of property, plant and equipment, 1,354 1,416 and computer software Proceeds from the sale of business 1,353 - Interest received 393 369 Net cash used in investing activities (5,032) (4,039) Cash flows from financing activities Dividends paid (14,432) (12,593) Interest paid (773) (367) Proceeds from bank loan 6,700 - Purchase of own shares (34,216) (24,120) Net cash used in financing activities (42,721) (37,080) Net increase/(decrease) in cash and cash equivalents 7,552 (10,254) Cash and cash equivalents at the beginning of the year 12,215 22,434 Exchange gains on cash and cash equivalents 12 35 Cash and cash equivalents at the end of the year 7 19,779 12,215 Notes to the financial information 1. Significant accounting policies Basis of preparation The preliminary results have been prepared under the historical cost convention and in accordance with current International Financial Reporting Standards (IFRS), and are covered by IFRS 1, "First-time Adoption of International Financial Reporting Standards", because they are the Group's first consolidated IFRS financial statements. The disclosures required by IFRS 1 concerning the transition from UK GAAP to IFRS are given in note 9. The financial statements have been prepared in accordance with IFRS adopted for use in the European Union and therefore comply with Article 4 of the EU IAS Regulation. The financial information in the preliminary announcement does not constitute the Group's statutory financial statements for 2005 but has been extracted from the Group's 2005 financial statements and, as such, does not contain all information required to be disclosed in the financial statements prepared in accordance with International Financial Reporting Standards. Statutory financial statements for 2005 will be filed following the Annual General Meeting. The auditors have reported on these financial statements; their report was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. The financial information for the 2004 comparatives does not constitute statutory financial statements as defined in section 240 of the Companies Act 1985 but has been extracted from the reconciliations of UK GAAP to IFRS presented with the Interim Financial Information published on 15 August 2005. The UK GAAP financial information as at 31 December 2004 within the document had been extracted from the 2004 statutory financial statements which have been filed with the Registrar of Companies. The auditors have reported on those financial statements; their report was unqualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. The financial information has been prepared in accordance with International Financial Reporting Standards, using the same accounting policies as set out in the Interim Financial Information. Whilst the financial information included in this preliminary announcement has been computed in accordance with International Financial Reporting Standards (IFRS), this announcement does not itself contain sufficient information to comply with IFRS. The Company expects to publish full financial statements that comply with IFRS in April 2006. The preliminary announcement was approved by the board of directors on 1 March 2006. The Annual General Meeting of Michael Page International plc will be held at Victoria House, Southampton Row, London, WC1B 4JB on 23 May 2006 at 12.00 noon. 2. Segment reporting Business is the Group's primary segment. The consolidated entity operates in one business segment being that of recruitment services. As a result, no additional business segment information is required to be provided. The Group's secondary segment is geography. The segment results by geography are shown below: (a) Turnover and gross profit by geographic region Turnover Gross Profit 2005 2004 2005 2004 £'000 £'000 £'000 £'000 United Kingdom 269,623 234,822 129,535 109,984 Continental Europe 159,157 124,293 86,138 61,503 Asia Pacific Australia 61,152 51,286 24,722 21,105 Other 15,565 11,484 14,315 10,429 Total 76,717 62,770 39,037 31,534 Americas 18,313 11,846 12,871 7,620 523,810 433,731 267,581 210,641 The analysis below is of the carrying amount of segment assets, segment liabilities and capital expenditure. Segment assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The individual geographic segments exclude income tax assets and liabilities. Capital expenditure comprises additions to property, plant and equipment, motor vehicles and computer hardware/software. (b) Segment assets, segment liabilities and capital expenditure by geographic region Total Assets Total Liabilities Capital Expenditure 2005 2004 2005 2004 2005 2004 £'000 £'000 £'000 £'000 £'000 £'000 United Kingdom 66,379 55,897 39,159 30,924 3,117 3,106 Continental Europe 64,932 50,222 31,648 27,246 2,403 1,404 Asia Pacific Australia 12,256 10,134 5,547 4,178 773 610 Other 6,877 5,157 1,694 1,295 584 98 Total 19,133 15,291 7,241 5,473 1,357 708 Americas 8,329 3,923 1,942 923 1,255 606 Segment assets/liabilities/capital 158,773 125,333 79,990 64,566 8,132 5,824 expenditure Income tax 336 1,183 10,223 1,450 159,109 126,516 90,213 66,016 (c) Turnover and gross profit by discipline Turnover Gross Profit 2005 2004 2005 2004 £'000 £'000 £'000 £'000 Finance and accounting 336,207 290,151 159,463 129,687 Marketing, sales and retail 84,591 73,985 55,111 44,894 Other 103,012 69,595 53,007 36,060 523,810 433,731 267,581 210,641 (d) Operating profit by geographic region 2005 2004 £'000 £'000 United Kingdom 31,939 22,928 Continental Europe 19,449 4,101 Asia Pacific Australia 8,509 7,551 Other 5,593 3,883 Total 14,102 11,434 Americas 1,029 395 66,519 38,858 The above analysis in notes (b) segment liabilities by geographic region, (c) turnover and gross profit by discipline (being the professions of candidates placed), and (d) by operating profit, have been included as additional disclosure over and above the requirement of IAS 14 "Segment Reporting". 3. Taxation on profits on ordinary activities The charge for taxation is based on the annual tax rate of 25.0% on profit before tax (2004: 34.8% before exceptional items). The exceptional item referred to in the prior year comparatives relates to a tax deduction received as a result of the vesting of the Restricted Share Scheme in April 2004. This deduction for income tax purposes arose in various tax jurisdictions and resulted in a non-operational exceptional credit of £9.0m to the income tax charge. 2005 2004 Analysis of charge in year £'000 £'000 UK income tax at 30% for year before exceptional tax credits 12,522 9,081 UK exceptional tax credit - (7,935) UK income tax at 30% for year after exceptional tax credits 12,522 1,146 Adjustments in respect of prior periods (120) 152 Overseas income tax before exceptional tax credits 7,334 3,644 Exceptional tax credit - (1,065) Overseas income tax after exceptional tax credits 7,334 2,579 19,736 3,877 Deferred tax expense Origination and reversal of temporary differences (609) 646 Benefit of tax losses recognised (2,621) - Deferred tax expense (3,230) 646 Total income tax expense in the income statement 16,506 4,523 4. Dividends 2005 2004 £'000 £'000 Amounts recognised as distributions to equity holders in the year: Final dividend for the year ended 31 December 2004 of 2.75p per ordinary share 9,444 8,248 (2003: 2.3p) Interim dividend for the year ended 31 December 2005 of 1.5p per ordinary 4,988 4,345 share (2004: 1.25p) 14,432 12,593 Amounts proposed as distributions to equity holders in the year: Proposed final dividend for the year ended 31 December 2005 of 3.5p per 11,497 9,444 ordinary share (2004: 2.75p) The proposed final dividend had not been approved by shareholders at 31 December 2005 and therefore has not been included as a liability. The comparative final dividend at 31 December 2004 was also not recognised as a liability in the prior year comparatives. A final dividend of 3.5p (2004: 2.75p) per ordinary share will be paid on 5 June 2006 to shareholders on the register at the close of business on 5 May 2006. 5. Earnings per ordinary share The calculation of the basic, diluted and adjusted earnings per share is based on the following data: 2005 2004 Earnings Earnings after exceptional tax items for basic earnings per share (£'000) 49,630 34,336 Exceptional tax items (£'000) - (9,000) Earnings before exceptional tax items for adjusted earnings per share (£'000) 49,630 25,336 Number of shares Weighted average number of shares used for basic and adjusted earnings per 336,283 351,555 share ('000) Dilution effect of share plans ('000) 9,014 3,744 Diluted weighted average number of shares used for diluted earnings per share 345,297 355,299 ('000) Basic earnings per share (pence) 14.8 9.8 Diluted earnings per share (pence) 14.4 9.7 Adjusted earnings per share (pence) 14.8 7.2 The above results relate to continuing operations. 6. Cash flows from operating activities 2005 2004 £'000 £'000 Profit before tax 66,136 38,859 Depreciation and amortisation charges 6,162 6,404 (Profit)/loss on sale of property, plant and equipment, and computer (183) 53 software Profit on the sale of business (622) - Share scheme charges 2,694 1,178 Net finance cost/(income) 383 (1) Operating cash flow before changes in working capital and provisions 74,570 46,493 Increase in receivables (17,907) (17,739) Increase in payables 9,381 11,987 Decrease in provisions (612) (5,051) Cash generated from operations 65,432 35,690 7. Cash and cash equivalents 2005 2004 £'000 £'000 Cash at bank and in hand 11,095 10,091 Short term deposits 8,965 2,441 Cash and cash equivalents 20,060 12,532 Bank overdrafts (281) (317) Cash and cash equivalents in the statement of cash flows 19,779 12,215 8. Capital commitments The Group had contractual capital commitments of £0.4m as at 31 December 2005 (2004: £0.8m) relating to property, plant and equipment. The Group had contractual capital commitments of £nil as at 31 December 2005 (2004: £0.1m) relating to computer software. 9. Adoption of IFRS in 2005 The accounting policies were changed on 1 January 2005 to comply with IFRS. The transition from UK GAAP to IFRS is accounted for in accordance with IFRS 1, " First-Time Adoption of International Financial Reporting Standards" with 1 January 2004 as the date of transition. The changes in accounting policies as a consequence of the transition to IFRS are described below, and the reconciliations of the effects of the transition to IFRS are summarised below and presented in full in the notes to the first IFRS financial statements. The transition to IFRS resulted in the following changes in accounting policies: Goodwill is not amortised but measured at cost less impairment losses. Under UK GAAP, goodwill was amortised on a straight-line basis through profit and loss over its estimated useful economic life of 20 years. The effect of the change is an increase in equity and profit before tax of £96k at 31 December 2004. The change does not affect equity or profit before tax at 1 January 2004. The change has no tax effect as deferred taxes are not recognised for temporary differences arising from goodwill for which amortisation is not deductible for tax purposes. Dividends to shareholders declared after the balance sheet date but before the financial statements are authorised for issue are not recognised as a liability at the balance sheet date but are disclosed separately in the notes. Under UK GAAP dividends for the accounting year were recognised as a liability. The effect of the change is an increase in equity at 1 January 2004 of £8.2m and £9.5m at 31 December 2004. Share option costs under UK GAAP were based on the intrinsic value of the option at the date of grant and as such, grants made under the Group's share option plans did not result in a charge to the income statement. Under IFRS 2 " Share-based Payment", the Group measures the cost of all share options granted since 7 November 2002 that have not fully vested at the balance sheet date, using an option pricing model. A liability in respect of social charges has also been recognised in respect of the Group's share option schemes. Deferred tax relating to the new share option charges described above have been recognised as a deferred tax asset. Computer software has been reclassified from tangible fixed assets to intangible fixed assets. Cumulative translation differences for all foreign operations have been deemed to be zero at the date of transition. After the date of transition, foreign exchange differences arising from the translation of accounts of overseas operations are shown in a currency translation reserve as a separate component of equity. RECONCILIATION OF PROFIT Year ended 31 December 2004 (end of last period presented under UK GAAP) Effect of Under transition Under UK GAAP to IFRS IFRS Ref £'000 £'000 £'000 Turnover 433,731 - 433,731 Cost of sales (223,090) - (223,090) Gross profit 210,641 - 210,641 Administrative expenses a,c (170,604) (1,179) (171,783) Operating profit 40,037 (1,179) 38,858 Net finance income 1 - 1 Profit before tax 40,038 (1,179) 38,859 Income tax expense d (4,933) 410 (4,523) Profit for the year 35,105 (769) 34,336 Attributable to: Equity holders of the parent 35,105 (769) 34,336 Earnings per share Basic earnings per share (pence) 10.0 (0.2) 9.8 Diluted earnings per share (pence) 9.9 (0.2) 9.7 Profit UK GAAP 35,105 Goodwill not amortised after a 96 date of transition Share option charges c (1,275) Deferred tax on share scheme d 410 charges (769) Profit IFRS 34,336 RECONCILIATION OF EQUITY At 1 January 2004 At 31 December 2004 (date of transition) (end of last period presented under UK GAAP) Opening Opening Effect of IFRS Effect of IFRS Under transition balance Under transition balance Ref UK GAAP to IFRS sheet UK GAAP to IFRS sheet £'000 £'000 £'000 £'000 £'000 £'000 Non-current assets Property, plant and equipment e 23,101 (2,444) 20,657 20,933 (2,194) 18,739 Goodwill a 1,539 - 1,539 1,443 96 1,539 Computer software e - 2,444 2,444 - 2,194 2,194 Deferred income tax assets d 1,345 1,416 2,761 254 2,169 2,423 Other receivables 1,570 - 1,570 1,692 - 1,692 27,555 1,416 28,971 24,322 2,265 26,587 Current assets Trade and other receivables 68,615 - 68,615 86,214 - 86,214 Current tax receivable 1,664 - 1,664 1,183 - 1,183 Cash and cash equivalents 23,211 - 23,211 12,532 - 12,532 93,490 - 93,490 99,929 - 99,929 Total assets 121,045 1,416 122,461 124,251 2,265 126,516 Non-current liabilities Other payables c (444) (759) (1,203) (461) (1,217) (1,678) Provisions for liabilities and (1,376) - (1,376) (612) - (612) charges Deferred tax liabilities d - (727) (727) - (689) (689) (1,820) (1,486) (3,306) (1,073) (1,906) (2,979) Current liabilities Trade and other payables b (57,356) 8,234 (49,122) (70,164) 9,470 (60,694) Borrowings (777) - (777) (317) - (317) Current tax payable (2,886) - (2,886) (1,450) - (1,450) Provisions for liabilities and (4,863) - (4,863) (576) - (576) charges (65,882) 8,234 (57,648) (72,507) 9,470 (63,037) Total liabilities (67,702) 6,748 (60,954) (73,580) 7,564 (66,016) Net assets 53,343 8,164 61,507 50,671 9,829 60,500 Capital and reserves Called up share capital 3,637 - 3,637 3,572 - 3,572 Capital redemption reserve 113 - 113 178 - 178 EBT reserve (9,871) - (9,871) (9,871) - (9,871) Treasury shares - - - (13,122) - (13,122) Currency translation reserve f - - - - (188) (188) Profit and loss account 59,464 8,164 67,628 69,914 10,017 79,931 Total equity 53,343 8,164 61,507 50,671 9,829 60,500 Total equity UK GAAP 53,343 50,671 Goodwill not amortised after a - 96 date of transition Dividend not recognised as a b 8,234 9,470 liability until approved by shareholders Social charges on share option c (759) (1,217) schemes Deferred tax on share schemes d 689 1,480 Computer software now classified e - - as intangible Currency translation reserve f - - Total adjustments to equity 8,164 9,829 Total equity IFRS 61,507 60,500 There are no material adjustments to the cash flow statement in either period. 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