Final Results

Wilmington Group Plc 16 September 2002 For Immediate Release Monday 16th September 2002 WILMINGTON GROUP PLC Preliminary Results For the 16 Months to 30th June 2002 Wilmington Group plc ('Wilmington' or 'the Group'), the business information, professional training and magazine publishing group, today announces its preliminary results for the 16 months to 30th June 2002. Preliminary results review: - Turnover of £103.1m (12 months to 28th February 2001: £72.8m), up 4.3% on a twelve month to June comparable basis. - 132% of operating profit before amortisation converted into positive cash inflow of £16.5m - Pre-tax profits before amortisation of goodwill and intangible assets of £12.1m, down 12.8% on a twelve month to June comparable basis, with adjusted earnings per share (before amortisation) of 9.02p per share (2001: 10.14p) - Continued growth from both Business Information division and the Professional Training division accounting for 86% of Group operating profit before amortisation (2001: 69%) - The Magazine division increased market share though yields remained under considerable pressure - reorganisation continues - Ungeared balance sheet, with untapped borrowing facilities for up to £50m - Proposed final dividend of 0.50p per share, giving total dividends for the period of 3.00p per share (2001: 2.50p) Commenting on the preliminary results, Brian Gilbert, Executive Chairman, said: 'Since our last results announced in April, we have enjoyed continued growth in our Business Information and Professional Training divisions, which account for 86% of Group operating profits. We are taking steps to refocus the Magazine division to improve performance. Wilmington, with its strong cash flow and ungeared balance sheet, is in an excellent position to continue to grow its business organically as well as through selective acquisitions'. For further information, please call: Brian Gilbert On the day: 020 7466 5000 Executive Chairman, Wilmington Thereafter: 020 7251 6499 Charles Brady On the day: 020 7466 5000 Chief Executive, Wilmington Thereafter: 0121 355 0900 Bobby Morse/Suzanne Dunne Tel: 020 7466 5000 Buchanan Communications CHAIRMAN'S STATEMENT I am pleased to announce the results for Wilmington Group plc ('Wilmington') for the 16 months to 30th June 2002. The extended period is a consequence of the change to the Company's year end which I announced in last year's Annual Report. Like for like figures have been prepared for comparative purposes and can be reviewed in the pro-forma five year financial summary in note 8. Wilmington is a growing media business that creates and owns high quality products to fulfil the information requirements of professional business communities. Profit before tax and amortisation of goodwill and intangible assets ('adjusted profit') increased from £12,113,000 for the 12 months ended 28th February 2001 to £12,453,000 for the 16 months to 30th June 2002. Profit before tax but after amortisation decreased to £4,734,000 for the 16 months to 30th June 2002 from £9,081,000 for the 12 months ended 28th February 2001, due in a large part to the non-recurring amortisation of goodwill and intangible assets charge of £ £2.9 million referred to below. The Group continued its unbroken record of growth as sales increased in the 16 months to 30th June 2002 to £103,098,000. A fundamental pillar of our business is its ability to generate strong cash flow. Operating cash inflow of £16.5 million in the period was 132% of operating profit before amortisation. Our information and training businesses have performed excellently, indeed better than in the previous twelve month period, and have underpinned the Group's performance. However our magazine division has been under intense pressure. In common with all advertising based businesses, Wilmington has been affected by the worst advertising recession in memory. The Group responded by reducing costs by £2 million in a full year. Notwithstanding this exercise, we have witnessed significantly lower profits from our magazine titles in the period. We previously announced we would be undertaking a portfolio review, in particular of those magazine assets that are underperforming compared with previous periods. Most of these assets have been part of our Group for many years and have contributed significantly to our profits over this time. However, based on current contributions we have made a non-cash write down amounting to £2.9 million. This action has a considerable adverse effect on earnings per share which reduced from 6.56p to 0.02p for the period. However, adjusted earnings per share, which is calculated before the significant amortisation of goodwill and intangible assets arising from acquisitions, declined by a much smaller amount from 10.14p to 9.02p for the period. The revenues of the Group continued to grow in the period, much of this growth being achieved from organic development in our information and training businesses. The Group made a number of acquisitions towards the end of the period including Pendragon, the leading provider of data electronically on UK pension law. Our information business has been augmented by our prior year acquisition of Hollis, a publisher of databases for the marketing and PR industry, and Beechwood, a publisher of databases for the healthcare industry. We have always been committed to recruiting, motivating and retaining the best people. We achieve this through a mixture of share ownership, options and reward based pay. However, the current state of the UK stock market has resulted in a serious reduction in the motivation derived from options we have already issued. Therefore we are actively exploring new ways to keep our work force highly motivated. Our strategy has been to build sustainable positions in professional markets through the ownership of top quality assets. We intend to continue to pursue this strategy and invest in the growth of your Company, both through organic development and acquisition. We have worked hard to build the current position and are aware of the benefits and opportunities that derive in the current economic climate from the strong balance sheet and excellent cash flow we have created. We remained judicious during the Internet boom and were not tempted by short term or uneconomic investments in that area. Notwithstanding this, the demand from our customers to receive information electronically is on the increase and this is reflected in the number of our profitable products which deliver information in this way. In February 2002 we announced that Charles Brady had been appointed Chief Executive of the Group. Charles is already demonstrating that he has the right management and leadership skills to take the business forward. Charles took over from Rory Conwell who stepped down from the position of Chief Executive for personal reasons. I am pleased to say that Rory has been able to remain on the Board with specific responsibility for the development and expansion of our business information activities. Charles has initiated a number of other changes to the Board. Basil Brookes has been reappointed as Finance Director in place of Ahmed Zahedieh who remains as Company Secretary. In addition, in July 2002, Stephen Broome was appointed Managing Director of our Professional Training division and was invited to join the Wilmington Board. Your Board remains committed to the best practice in corporate governance as is consistent with the Company's size and as is detailed in the Directors' Report. In July 2001 we appointed Bernard Jolles as the third Non-Executive Director on the Board. We remain confident that we have a content base from which we can continue to grow our existing assets in the long term. We are keen to repeat and exceed the record we have established over the last ten years. Opportunities continue to arise and our ungeared balance sheet and our considerable financial and management resources add to our ability to translate these into value for our shareholders. Given current trading conditions we do not anticipate advertising revenues will improve during the financial year to 30th June 2003. However, notwithstanding this we expect to continue making progress with our Business Information and Professional Training businesses towards our goal of long term growth. The new financial year has opened with trading patterns that are broadly in line with expectations. The change in our year end should to some extent balance the uneven split in our trading profits between the first and second six months. Nevertheless, profits in the year ending 30th June 2003 will be more weighted to the second half of the year. I should like to thank all the other Executive and Non-Executive Directors for another excellent performance throughout a very challenging year. The Board is proposing a final dividend of 0.50p (making a total dividend for the period of 3.00p) to shareholders on the register at 27th September 2002. Every year I emphasise that it is our management and employees who have built Wilmington into a robust and dynamic business. I would like to thank them once again for their commitment to the Company and their performance in a difficult period. Brian Gilbert Chairman 16th September 2002 CHIEF EXECUTIVE'S REVIEW Having been appointed Chief Executive in February of this year, I am delighted to present my first review. Wilmington is an information and communications group whose focus is on professional, financial and media markets. Revenues originate from subscriptions and copy sales, data sales and list rentals, advertising, professional education and professional service fees. Wilmington remains committed throughout its business to the ownership of intellectual property rights and content in its principal markets. Its products include a number of leading brands such as Waterlow and Central Law Training. As announced in last year's Annual Report, we have changed our year end from February 28th to June 30th. Therefore the current period figures are for 16 months whilst the comparatives cover the year to 28th February 2001. Our results show that revenue has again risen to record levels. Profits in Business Information and Professional Training have increased year on year whilst the difficult economic climate has negatively impacted Magazine Publishing resulting in an overall fall in profit before tax, interest and amortisation on a year on year basis. The ongoing difficult trading conditions for advertising and, in particular, magazine publishing have led us to review the valuation of our portfolio of magazine assets. Although certain properties have produced significant profits over a number of years and still contribute to our overall profitability, we believe it to be appropriate to write down the carrying value of the portfolio by £2.9 million. Operationally, we are in the process of further restructuring the Magazine Publishing business to maximise the return from our asset base. During the period we were delighted to acquire three new business information activities, Showcase, TMSS and a majority stake in Pendragon. All of these acquisitions fit our business strategy. Details of their markets and activities are included later in this review. Although much revenue still derives from traditional hard copy publications, the Group has increasingly focused its efforts on the extension of its brands in markets where it holds a leading position. For example, our involvement in high quality training through our subsidiary, Central Law Training, has enabled us to capitalise on our strong position in legal and professional marketplaces through the extensive additional contacts that this activity generates. Wilmington has developed numerous income generating electronic initiatives. We have an extensive range of Internet based applications for all our principal markets. Usage of the Internet as a business-to-business medium has provided the Group with an opportunity to leverage its relationships with business communities by providing the appropriate content for their marketplaces. The result is the generation of sustainable, profitable revenue streams. As reported in previous periods, the development costs relating to our Internet initiatives are written off when incurred. The success of Wilmington has been founded on the entrepreneurial talents of hard working people. At the core of our strategy remains the continuation of a structure within which managers can manage autonomously whilst being highly motivated to succeed. During 2002, the composition of the Executive team on the Wilmington Board has evolved. Stephen Broome, Managing Director of our Professional Training business, joined the Board in July 2002. I have worked with Stephen for many years and I am confident that we will benefit from his proven skills and experience. My predecessor as Chief Executive, Rory Conwell, stepped down from this position for personal reasons. Happily we still benefit from his advice and experience as he has remained as an Executive Director with specific responsibility for the development and expansion of our Business Information activities. Having been on the Board of Wilmington since its foundation in 1995, Ahmed Zahedieh retired as a director at the end of April 2002. Ahmed still acts as Company Secretary and I would like to thank him for all his efforts over the years. Basil Brookes, who has also been a Director since the creation of Wilmington, has re-assumed the reins as Finance Director and I am sure he will serve us well in that role. I would now like to give a more detailed look at our business. Wilmington comprises three major divisions: - Business Information - Professional Training - Magazine Publishing Financial information relating to the performance of each division is detailed in note 1 below. Business Information Rory Conwell has main Board responsibilities for Wilmington Business Information ('WBI'), which is run on a day to day basis by its Managing Director, Michael Harrington. WBI creates and sells value added information products to business-to-business markets. Information is distributed through a variety of media including printed directories, newsletters, compact discs, online subscription products and electronic data feeds. WBI has had a very satisfactory financial period with organic growth providing most of its progress. The strength of existing brands allied to the acquisitions which were completed towards the end of the period provide a platform for growth in the coming years. WBI has concentrated its activities in the professional, financial and media markets and has a mix of businesses that provide consistent repeat revenue streams with high margins. Principally located in offices in the South East of England, WBI is committed to attracting and motivating high quality employees, which it sees as the foundation of its business. Business units within WBI are encouraged to develop strong brands in the markets in which they operate and to create new information products from core data that can be packaged in a variety of formats. The major units and brands within WBI are as follows: Professional markets Waterlow is a leading brand providing both publishing products and information services to lawyers, accountants and surveyors. Products range from directories and electronic subscription products to value added services including company formations, searches and property services. Binleys is the brand name of the products and services of Beechwood House Publishing, market leaders in the provision of contact information relating to the NHS, GP's and pharmacists for the healthcare and pharmaceutical industries. A majority stake in Pendragon Professional Information was acquired in June 2002. Pendragon provides an online service covering the legal and regulatory aspects of the pensions industry. Financial markets Caritas Data provides a range of financial and 'Who's Who' information products to fund managers and the City for the charity, housing, educational and corporate markets. ICP has created a substantial database of company profiles for emerging markets. Its customers include credit agencies and credit insurers. Media markets RED publishes catalogue data on modern and classical music. TMSS is a new acquisition which monitors the use of music in TV programmes for rights reporting services. PCR publishes a weekly newsletter identifying new film, TV and theatre productions. Hollis Publishing is the leading supplier of contact information for the PR, marketing, sponsorship and corporate entertainment markets. Hollis has successfully entered the entertainment services market with the acquisition of Showcase, the leading business-to-business directory of services for the music industry. Abacus e-Media supplies content management solutions to government and publishing markets. Professional Training Professional Training is managed by Stephen Broome, and operates principally under the Central Law Training ('CLT') brand. Based in Sutton Coldfield, the business primarily focuses on continuing professional development courses that have become mandatory for all solicitors in Great Britain. Professional Training has enjoyed record levels of revenue and profits over the period under review with the membership client base continuing to grow. It is currently investing in a number of new initiatives, including a new MBA course, which are likely to produce returns towards the end of calendar year 2003 and beyond. During the period Wilmington acquired the remaining 19.4 per cent of CLT which it did not previously own. CLT has also expanded in related business areas including witness training, through its subsidiary Bond Solon, international courses on trust management and high quality conferencing and continues to expand its activities in Scotland. Bond Solon, which was acquired in 2001, has delivered a sparkling performance. Our conference division has continued to grow despite the events of September 11, 2001. CLT has established ties with the Law Society in England and Wales and has also developed relationships with a number of professional bodies including the Society of Trust and Estate Practitioners and The Institute of Chartered Secretaries and Administrators. Its lecturers are specialists in their fields and include prominent members of the legal profession. CLT develops events concentrating on product quality and content. Most of CLT's courses are repeatable at least annually. Magazine Publishing Revenues in the Magazine Publishing division, which is managed by Nicholas Miller, flow principally from advertising. As anticipated, we have seen intense pressure on yields and consequently on profits. We have already implemented cost reduction programmes to combat this shortfall in revenue and, since becoming Chief Executive, I have initiated a strategic review of this business. We have concluded that, in order to maximise our return on our assets, we need to create a portfolio of fewer, larger and more focused product clusters. The Magazine Publishing division is a portfolio of magazines and related activities, targeting seven business-to-business sectors: - Architecture, Construction and Design - Industrial Technology - Drinks and Luxury Goods - Catering - Healthcare - Automotive - Power and Energy The division also provides third party direct marketing and circulation management and fulfilment services. Our intention is to further reorganise our product portfolio by product sector, clustering activities where appropriate. This will be continued during the current year. Although this reorganisation will not, of itself, automatically improve revenue, we do believe that it will bring further benefits in terms of costs and allow us to improve further our service to the markets we target. In addition, future growth of the business will be enabled. The Future The objective of Wilmington is to grow and to grow profitably. Notwithstanding that trading conditions are difficult, I am confident that we can continue to make progress towards our goal of long term profit growth. I believe that our existing base, including an ungeared balance sheet, gives the platform from which to achieve this. Wilmington has a consistent track record of performance and delivery. It has always been profitable and produced an excellent cash flow. Its asset base is improving and remedial action is being taken where necessary. The strength of our balance sheet, underlying cash flow and existing bank facilities means that we can, and will, pursue growth not only through organic developments but also through acquisition. We envisage that realistically priced opportunities will present themselves in the foreseeable future within the sectors we are targeting. It is my intention for us to create an exciting and highly focused business of which shareholders and employees will be proud. In closing, I should like to thank our Chairman and fellow Executive and Non-Executive Directors, our business managers and our many employees for all their enthusiasm, hard work and success. Our people remain our greatest assets and their efforts are appreciated. Charles J Brady Chief Executive 16th September 2002 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 30TH JUNE 2002 Sixteen months Twelve months ended ended 30th June 28th February 2002 2001 Notes Continuing Acquisitions Total operations £'000 £'000 £'000 £'000 (As restated) Turnover 1 and 2 102,815 283 103,098 72,769 Cost of sales (35,754) (88) (35,842) (25,026) Gross profit 67,061 195 67,256 47,743 Operating expenses 3 (54,644) (159) (54,803) (35,630) Amortisation of goodwill and intangible assets - recurring (4,521) - (4,521) (2,936) - non-recurring (2,900) - (2,900) - Total operating expenses (62,065) (159) (62,224) (38,566) Operating profit 4,996 36 5,032 9,177 Interest receivable and similar income 85 203 Interest payable and similar charges (383) (299) Profit on ordinary activities before taxation 4,734 9,081 Taxation (3,877) (3,222) Profit on ordinary activities after taxation 857 5,859 Minority interests (841) (566) Profit for the financial period and attributable to shareholders 16 5,293 Dividend paid or proposed (2,455) (2,030) Retained (loss)/profit for the period (2,439) 3,263 Earnings per ordinary share 5 0.02p 6.56p Diluted earnings per ordinary share 5 0.02p 6.47p Adjusted earnings per ordinary share 5 9.02p 10.14p CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE PERIOD ENDED 30TH JUNE 2002 Sixteen months Twelve months ended ended 30th June 28th February 2002 2001 £'000 £'000 (As restated) Profit for the period 16 5,293 Prior year adjustment (853) - Total gains and losses recognised since last annual report (837) 5,293 BALANCE SHEETS AS AT 30TH JUNE 2002 Group Company 30th June 28th February 30th June 28th February 2002 2001 2002 2001 £'000 £'000 £'000 £'000 (As restated) (As restated) Fixed assets Goodwill and intangible assets 64,410 52,760 - - Tangible assets 10,540 11,463 2,160 2,294 Investments - - 47,983 37,866 74,950 64,223 50,143 40,160 Current assets Stock and work in progress 2,237 1,540 - - Debtors 15,976 18,489 21,544 21,449 Cash at bank and in hand 1,640 1,833 - 795 19,853 21,862 21,544 22,244 Creditors: Amounts falling due within one year (22,739) (23,691) (5,781) (11,964) Net current (liabilities)/assets (2,886) (1,829) 15,763 10,280 Total assets less current liabilities 72,064 62,394 65,906 50,440 Creditors: Amounts falling due after more than one year (11,895) (2,094) (5,700) - Provision for liabilities and charges (794) (853) (85) (91) Net assets 59,375 59,447 60,121 50,349 Capital and reserves Called-up share capital 4,149 4,057 4,149 4,057 Share premium account 42,091 39,792 42,091 39,792 Other reserves 949 949 - - Profit and loss account 11,167 13,606 13,881 6,500 Equity Shareholders' funds 58,356 58,404 60,121 50,349 Minority interests 1,019 1,043 - - 59,375 59,447 60,121 50,349 CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30TH JUNE 2002 Sixteen months Twelve months ended ended 30th June 28th February 2002 2001 Notes £'000 £'000 (As restated) Net cash inflow from operating activities 6(a) 16,474 11,361 Returns on investments and servicing of finance Interest received 85 203 Interest and similar charges paid (383) (790) Dividend paid to minority shareholders in subsidiary (1,342) - undertakings Net cash outflow (1,640) (587) Taxation Corporation tax paid (4,839) (3,235) Capital expenditure and financial investment Purchase of goodwill and intangible fixed assets (2,315) (1,547) Purchase of tangible fixed assets (2,947) (5,375) Sale of tangible fixed assets 1,634 792 Net cash outflow (3,628) (6,130) Acquisitions Purchase of subsidiary undertakings 4 (3,445) (3,313) Purchase of businesses (1,028) - (4,473) (3,313) Equity dividends paid (4,065) (1,521) Cash outflow before financing (2,171) (3,425) Financing Issue of shares 312 28,727 Repayment of bank loan - (24,000) Repayment of loan notes (799) - (487) 4,727 (Decrease)/increase in cash in the year 6(b) (2,658) 1,302 Reconciliation of net cash flow to movement in net cash/(debt) 6(b) (Decrease)/increase in cash in the year (2,658) 1,302 Cash outflow from decrease in net debt - 24,000 Change in net (debt)/cash resulting from cash flow (2,658) 25,302 Cash arising on acquisitions and disposals 1,291 885 Net cash/(debt) brought forward 1,512 (24,675) Net cash carried forward 145 1,512 NOTES TO THE ACCOUNTS 1. Segmental information Sixteen months Twelve months to 30th June to 28th February 2002 2001 £'000 £'000 Turnover: Business Information 26,885 17,791 Magazine Publishing 51,301 37,388 Professional Training 24,912 17,590 103,098 72,769 Sixteen months Twelve months to 30th June to 28th February 2002 2001 £'000 £'000 Profit before taxation: Business Information 4,774 4,160 Magazine Publishing 1,686 3,737 Professional Training 5,993 4,216 Operating profit before amortisation 12,453 12,113 Less: amortisation (7,421) (2,936) 5,032 9,177 Less: interest (298) (96) 4,734 9,081 The amortisation charge is split between Business Information - £1077,000 (2001: £458,000), Magazine Publishing - £3,954,000 (2001:£1,026,000) and Professional Training - £2,390,000 (2001: £1,452,000). 30th June 28th February 2002 2001 £'000 £'000 (As restated) Net assets: Business Information 14,235 15,554 Magazine Publishing 13,194 21,445 Professional Training 31,946 22,448 59,375 59,447 2. Turnover The geographical analysis of turnover is as follows: Sixteen months Twelve months to 30th June to 28th February 2002 2001 £'000 £'000 United Kingdom 85,633 60,388 Overseas 17,465 12,381 103,098 72,769 3. Operating expenses Sixteen months Twelve months to 30th June to 28th February 2002 2001 £'000 £'000 Distribution and selling costs 29,936 21,852 Administrative expenses 24,867 13,778 54,803 35,630 4. Acquisitions In November 2001, a 75 per cent. owned subsidiary of the Group acquired 100 per cent. of the share capital of Showcase Publications Limited. In June 2002 the Group acquired 100 per cent. of the share capital of TMSS Limited and 50.01 per cent. of the share capital of Pendragon Professional Information Limited. Assets and liabilities of subsidiary undertakings acquired: Fair value Book value adjustments Fair value £'000 £'000 £'000 Tangible fixed assets 32 - 32 Debtors 631 - 631 Cash 1,291 - 1,291 Creditors due within one year (1,081) - (1,081) 873 - 873 Less: minority interests (237) 636 Goodwill arising on consolidation 2,809 Consideration 3,445 Satisfied by: Cash 3,445 All of these acquisitions were accounted for using the acquisition method of accounting from the date of acquisition. No adjustments were required to the book values of the net assets acquired to reflect their fair values and the application of group policies. Minority interests acquired During the period the Company acquired the remaining 19.4 per cent of Central Law Group Limited for a total consideration of £9.9 million including deferred consideration of £5.7 million payable in July 2003, giving rise to goodwill on consolidation of £10.5 million. 5. Earnings per ordinary share Sixteen months Twelve months ended ended 30th June 28th February 2002 2001 The calculation of earnings per share is based on profit after taxation and minority interests of £16,000 £5,293,000 and on the average number of ordinary shares in issue during the period of 81,492,397 80,734,060 and after adjusting for 266,880 outstanding share options (2001: 1073,227), on the diluted average number of ordinary shares during the period of 81,759,277 81,807,287 Earnings per ordinary share 0.02p 6.56p Diluted earnings per ordinary share 0.02p 6.47p Adjusted earnings per ordinary share 9.02p 10.14p In order to show the results on a comparable basis to prior years before adoption of Financial Reporting Standard 10, an adjusted earnings per ordinary share has been calculated using an adjusted profit after taxation and minority interests but before amortisation of goodwill and intangible assets of £7,352,000 (2001: £8,186,000). 6. Notes to the consolidated cash flow statement (a) Reconciliation of operating profit to net cash inflow from operating activities: Sixteen months Twelve months ended ended 30th June 28th February 2002 2001 £'000 £'000 Operating profit 5,032 9,177 Depreciation of tangible fixed assets 2,547 1,648 Amortisation of goodwill and intangible fixed assets 7,421 2,936 Profit on sale of tangible fixed assets (271) (347) (Increase) in stock and work in progress (697) (737) Decrease/(increase) in debtors 3,144 (2,546) (Decrease)/increase in creditors (702) 1,230 Net cash inflow from operating activities 16,474 11,361 (b) Analysis of movement in cash/(debt) Arising on At 1st March acquisitions At 30th June 2001 Cashflow and disposals 2002 £'000 £'000 £'000 £'000 Cash at bank and in hand 1,833 (1,484) 1,291 1,640 Bank overdraft (321) (1,174) - (1,495) 1,512 (2,658) 1,291 145 7. 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 period ended 30th June 2002 on which the auditors have been given an unqualified report. Copies of the Annual Report and Accounts will be posted to shareholders shortly and will be available from the Company's registered office at Paulton House, 8 Shepherdess Walk, London, N1 7LB. 8. Pro-forma five year Financial Summary Years ended 30th June 2002 2001 2000 1999 1998 £'m £'m £'m £'m £'m Consolidated Profit and Loss Accounts Turnover 78.6 75.3 61.6 45.4 41.1 Cost of sales (26.9) (26.1) (21.3) (14.0) (13.3) Gross profit 51.7 49.2 40.3 31.4 27.8 Operating expenses (41.5) (37.7) (30.5) (23.5) (21.4) Operating profit 10.2 11.5 9.8 7.9 6.4 Amortisation of goodwill and intangible assets (6.4) (3.1) (2.5) (1.0) (0.8) Profit before interest and taxation 3.8 8.4 7.3 6.9 5.6 Net interest (payable) (0.3) (0.1) (1.0) (0.1) (0.1) Profit on ordinary activities before taxation 3.5 8.3 6.3 6.8 5.5 Taxation (2.9) (3.3) (2.4) (2.3) (1.7) Profit on ordinary activities after taxation 0.6 5.0 3.9 4.5 3.8 Minority interests (0.7) (0.8) (0.5) (0.1) (0.2) (Loss)/profit for the financial year attributable to shareholder (0.1) 4.2 3.4 4.4 3.6 Dividends (2.4) (2.0) (1.5) (1.2) (1.0) (Accumulated loss)/retained profit for the year (2.5) 2.2 1.9 3.2 2.6 Earnings per ordinary share (pence) (0.06) 5.17 4.54 6.19 5.03 Diluted earnings per ordinary share (pence) (0.06) 5.12 4.49 6.12 4.99 Adjusted earnings per ordinary share (pence) 7.68 8.92 7.96 7.60 6.13 Consolidated Balance Sheets Goodwill and intangible fixed assets 64.4 54.1 45.7 42.2 14.6 Tangible fixed assets 10.6 11.6 8.1 7.3 5.8 Net current (liabilities)/assets (2.9) (2.9) 1.8 (5.9) (2.3) Creditors due after one year (11.9) (2.1) - (20.0) - Provision for liabilities and charges (0.8) (0.9) (0.5) (0.4) (0.3) Net assets 59.4 59.8 55.1 23.2 17.8 Called-up share capital 4.2 4.1 4.0 3.6 3.6 Share premium account 42.1 39.9 37.8 8.7 6.6 Other reserves 0.9 0.9 0.9 0.9 0.9 Profit and loss account 11.2 13.7 11.5 9.6 6.4 Equity shareholders' funds 58.4 58.6 54.2 22.8 17.5 Minority interests 1.0 1.2 0.9 0.4 0.3 59.4 59.8 55.1 23.2 17.8 The above pro-forma is based on information extracted from the Company's annual accounts as adjusted using information from its management accounts to reflect the change in the Company's accounting reference date to 30th June. This information is provided by RNS The company news service from the London Stock Exchange

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