Interim Results

RNS Number : 9006N

Wilmington Group Plc

26 February 2009

WILMINGTON GROUP PLC

('Wilmington', 'the Group' or 'the Company')

Interim Results for the six months to 31 December 2008

Wilmington Group plc, the professional information and training group, today announces its interim results for the six months to 31 December 2008.

Highlights

The Group returned a robust overall performance for the first half
Revenue from continuing operations increased by 13% to £43.1 million (2007: £38.1 million)
Adjusted profit from continuing operations (before non-recurring items, share based payments, taxation and amortisation) increased by 9% to £5.9 million (2007: £5.5 million); after non-recurring items, including re-organisation and redundancy costs and abortive transaction costs, pretax profits were £2.0 million (2007: £3.3 million)
Interim dividend maintained, reflecting Board's confidence in underlying strength of Group
Professional Publishing & Information division delivered a strong performance, with segmental profits up by 20%
Mixed performance by Professional Training & Events division

-   Mercia (accountancy training and technical support), Bond Solon (witness training, investigatory training and law to
    non-lawyers), Matchett (bank induction training) and CLT International (compliance, trusts and anti-money laundering
    training) performed well

-   Slowdown in UK and Ireland legal training markets, which is continuing into 2009
A thorough review of the businesses has been undertaken to align cost base with market conditions, including the full exit from trade magazine publications and re-organisation of the Business Information division
The Group has a strong balance sheet with committed long term banking facilities

David Summers, Chairman, commented:

'As in previous years, we expect the Group's performance to be significantly weighted towards the second half of the financial year. We continue to be alert to trading conditions across our markets and the general economic outlook which has deteriorated significantly. This is particularly noticeable in the legal sector within Professional Training & Events.

'Predicting the outcome for the full financial year is clearly difficult in the current climate. Many parts of our business are producing robust performances. However, despite the cost savings being implemented across the Group and the additional benefits of recent acquisitions, the Board expects the continuing deterioration in the legal training market to impact on the Group's performance for the full financial year.

'We have a strong balance sheet, low gearing, and significant unutilised committed long-term banking facilities until March 2012. We will continue to maximise cashflow and liquidity to ensure our trading operations remain healthy.

'In the current market environment, there are likely to be opportunities for us to acquire businesses and assets at attractive prices. We remain focused on our acquisition strategy of purchasing businesses with a strong strategic fit and capable of generating long term value, and are ready to take advantage of opportunities which may arise in the future.

'Wilmington will continue to develop its position as a leading provider of training and information to sustainable professional business markets. We believe that over the long term the professional market sector will offer many opportunities for value creation, and that our business model is robust with an infrastructure in place to create an effective platform for expansion. We continue to build an enduring market presence in preparation for improved trading conditions.'

For further information, please contact:

Wilmington Group Plc 020 7422 6800

Charles Brady, Chief Executive

Basil Brookes, Finance Director

Weber Shandwick Financial 020 7067 0700

Nick Oborne or Clare Perks

Notes to Editors

Wilmington Group plc is one of the UK's leading providers of information and training for professional business markets. The Group provides training, arranges industry events and publishes directories, databases, magazines and special reports for a variety of markets including the legal, health, accounting, pension, charities and financial sectors. Capitalised at approximately £90 million, Wilmington floated on the London Stock Exchange in 1995.

WILMINGTON GROUP PLC

Chairman's Statement and Interim Management Report for the six months to 31 December 2008

I am pleased to report that Wilmington has delivered a robust overall performance in the six months ended 31 December 2008.

Revenue in the six months to 31 December 2008 from continuing operations increased by 13% to £43.1m (2007: £38.1m). Excluding acquisitions, revenue in the six months to 31 December 2008 declined by 2% to £37.0m (2007: £37.7m).

Adjusted profit from continuing operations (before non-recurring items, taxation, share based payments and amortisation) increased by 9% to £5.9m (2007: £5.5m)

Non-recurring items reflect specific reorganisation and redundancy costs of £0.7m (2007: Nil) and abortive transaction costs of £0.6m (2007: Nil), both of which were previously announced. Amortisation for the period was £2.4m (2007: £2.1m). Pre-tax profits from continuing operations were £2.0m (2007: £3.3m)

Adjusted basic earnings per share from continuing operations (before amortisation, share based payments and non-recurring items) has increased by 4% to 4.51p (2007: 4.34p). Basic earnings per share, which is after non-recurring items, declined to 1.12p (2007: 2.55p).

Operating cash flow increased 15% to £6.5m (2007: £5.7m), representing 100% of operating profit (before non-recurring costs, amortisation, interest and taxation).

The interim dividend for the current year will be held at 2.3p per share (2007: 2.3p) and will be paid on 7 April 2009 to shareholders on the register on 6 March 2009. This reflects the Board's confidence in the underlying strength of the Group and its balance sheet, despite the wider economic uncertainty.

The Group had net debt at 31 December 2008 of £21.7m (June 2008: £17.9m) with unutilised facilities of £44.6m.

Business Review

Wilmington has made good progress overall during the six months to 31 December 2008, delivering both revenue and profit growth. We have integrated AP Information Services (APIS), which was acquired in February 2008, into Waterlow Professional Publishing (part of the enlarged Professional Publishing & Information division). We have also successfully delivered the forecasted first calendar year's profits from the Matchett Group, which was acquired in November 2007 and absorbed into the Professional Training & Events division.

In September 2008 we disposed of our holding in the joint venture of Muze Europe, a music information business serving the European market. In October 2008 we disposed of HPCi, which published the magazines 'Soap, Perfumery and Cosmetics', 'Manufacturing Chemist', and 'Cleanroom Technology'. Neither of these businesses were core to our strategy of serving the information and training requirements of professional markets. This represents a full exit from trade magazine publications.

Following these disposals we have reorganised the Wilmington Business Information division and integrated the management of its assets with the Waterlow Legal and Regulatory division creating a Professional Publishing & Information division that accounts for approximately 44% of Wilmington Group turnover and contributes over 55% of Group operating profits before central overheads (on an annualised basis). The remainder of the Legal and Regulatory division will now be reported as 'Professional Training & Events'.

As highlighted in the Interim Management Statement issued on 5 November 2008 the economic outlook deteriorated during the second half of the 2008 calendar year. The downturn has become more pronounced since that statement, we have seen reduced legal course bookings on a like for like basis in the second quarter of our financial year. The decline in delegate bookings has continued in 2009.

We reacted to the economic downturn at an early stage by initiating a thorough review to examine how we could maximise productivity and margins and, where appropriate, reduce our cost base. As we announced in the interim management statement of 5 November 2008, we have created a more efficient operational structure in our Professional Publishing & Information division and have taken steps to reduce the cost base of both this division and the Professional Training & Events division. As previously announced, associated non-recurring costs of approximately £0.7m have been incurred and we will see the benefits of this in the second half of 2009 and beyond.

We shall continue to align our cost base with market conditions and our outlook. This will ensure that Wilmington remains in a strong position to capitalise on current and future opportunities and to emerge from these tough market conditions with permanent benefits to our business.

At a time when bank financing is difficult for many we have a strong balance sheet, low gearing and committed banking facilities comprising a £5m overdraft facility, a £5m money market facility and a £60m revolving credit facility committed until 2012, provided by Barclays Capital, HSBC and Royal Bank of Scotland. The Group was fully compliant with its financial covenants throughout the period.

In a challenging environment we have actively managed the Wilmington businesses to mitigate the effects of a worsening economic climate. In addition to the principal risks and uncertainties referred to in last year's Annual Report, for the second half of the year (and beyond) the turbulence in the economic climate is in itself a risk. To mitigate this risk Wilmington continues to monitor the market and trading patterns and to adjust our cost base accordingly.

Professional Publishing & Information

The Professional Publishing & Information division has delivered a strong performance in the six months to 31 December 2008. Revenue from continuing operations has grown 13% to £16.6m (2007: £14.7m). Excluding APIS, which was acquired in February 2008, underlying revenues grew by 5% to £15.4m.

Segmental profits, for the six months to 31 December 2008, before non-recurring items, central overheads and amortisation, have increased 20% to £3.5m (2007: £3.0m). This increase in profitability reflects the successful integration of APIS, a data and subscription based business, into Waterlow Professional Publishing.

The Waterlow Legal and Regulatory division's management has also successfully taken responsibility for the healthcare and media businesses from Wilmington Business Information. Following the integration of the publishing assets into a single operating division we are taking action to maximise efficiency, ensure the best use of technology and encourage all parts of the enlarged division to adopt best practices.

We have seen a strong performance from a number of areas of our business, in particular from APIS, the healthcare activities of Binley's and APM and from Pendragon, our pensions information businesses.

Our Professional Publishing & Information businesses are operating in very difficult and demanding market conditions. However, our portfolio includes a number of defensive assets and we maintain strong, long term relationships with clients. We expect difficult trading conditions to continue, but we have a resilient business with strong long term prospects, and are confident of increasing our market position going forward.

Professional Training & Events

The Professional Training & Events division has delivered a mixed performance in the first six months of our financial year as the impact of the economic downturn increased. Whilst revenues in the six months to 31 December 2008 increased by 13% to £26.5m (2007: £23.5m) revenues excluding acquisitions declined by 5% to £21.6m (2007: £22.9m).

Segmental profits for the six months to 31 December 2008, before non-recurring items, central overheads and amortisation, increased 7% to £4.3m (2007: £4.0m) underpinned by profits from the acquired Matchett Group, which achieved expectations for the period.

We are experiencing challenging conditions throughout the legal markets of the United Kingdom and Ireland. The legal sector started to slow down at the beginning of the period under review, with the rate of slow down accelerating towards the end of 2008 and through early 2009. This has resulted in a reduction in discretionary expenditure with many law firms reducing their training budget, producing a decline in delegate revenues and in future booking levels in our legal training markets into 2009.

By contrast Mercia Group, the provider of training and technical support for accountancy firms, has performed well in what has proven to be a resilient market. Mercia Ireland's performance has also been promising.

Bond Solon, which provides expert witness training, investigatory training and law to non-lawyers, has also performed well. It derives much of its business from the public sector in areas that have not been significantly affected by the economic downturn.

The CLT International business has made good progress, performing ahead of the prior year. Through the provision of compliance, trusts and anti-money laundering training programmes, CLT International is poised to meet expectations. Investment in the Singapore operations is ongoing but, as anticipated, at a reduced rate compared to last year. We have successfully launched operations in the Middle East and we anticipate both Singapore and the Middle East will achieve profitability during the financial year.

Outlook

As in previous years, we expect the Group's performance to be significantly weighted towards the second half of the financial year. We continue to be alert to trading conditions across our markets and the general economic outlook which has deteriorated significantly. This is particularly noticeable in the legal sector within Professional Training & Events.

Predicting the outcome for the full financial year is clearly difficult in the current climate. Many parts of our business are producing robust performances. However, despite the cost savings being implemented across the Group and the additional benefits of recent acquisitions, the Board expects the continuing deterioration in the legal training market to impact on the Group's performance for the full financial year.

We have a strong balance sheet, low gearing, and significant unutilised committed long-term banking facilities until March 2012. We will continue to maximise cashflow and liquidity to ensure our trading operations remain healthy.

In the current market environment, there are likely to be opportunities for us to acquire businesses and assets at attractive prices. We remain focused on our acquisition strategy of purchasing businesses with a strong strategic fit and capable of generating long term value, and are ready to take advantage of opportunities which may arise in the future.

Wilmington will continue to develop its position as a leading provider of training and information to sustainable professional business markets. We believe that over the long term the professional market sector will offer many opportunities for value creation, and that our business model is robust with an infrastructure in place to create an effective platform for expansion. We continue to build an enduring market presence in preparation for improved trading conditions.

David L Summers

Chairman

26 February 2009

Consolidated Income Statement

	Notes	Six months ended 31 December 2008 (unaudited) £'000	Six months ended 31 December 2007 (unaudited) £'000	Twelve months ended 30 June 2008 (unaudited) £'000
Revenue	5	43,122	38,157	89,653
Cost of sales		(14,585)	(13,351)	(27,793)

Gross profit		28,537	24,806	61,860
Operating expenses excluding amortisation and non-recurring items		(21,983)	(18,860)	(43,822)
Amortisation		(2,429)	(2,129)	(4,791)

Operating expenses before non-recurring items		(24,412)	(20,989)	(48,613)
Non-recurring items	6	(1,317)	-	-

Total operating expenses		(25,729)	(20,989)	(48,613)
Profit from continuing operations	6	2,808	3,817	13,247
Finance income		53	207	331
Finance costs		(844)	(692)	(1,481)

Profit on continuing activities before taxation		2,017	3,332	12,097
Income tax expense	7	(699)	(952)	(3,560)

Profit on continuing activities after taxation		1,318	2,380	8,537
Loss on discontinued operations after taxation	8	(456)	(117)	(306)

Net profit for the period		862	2,263	8,231

Attributable to equity holders of the Company		477	2,025	7,447

Minority interest		385	238	784

Earnings per share attributable to equity holders of the Company
Continuing operations:	10(a)
Basic earnings per share		1.12p	2.55p	9.30p
Diluted earnings per share		1.12p	2.54p	9.24p
Adjusted basic earnings per share		4.51p	4.34p	13.49p

Continuing and discontinued operations:	10(b)
Basic earnings per share		0.57p	2.41p	8.93p
Diluted earnings per share		0.57p	2.41p	8.87p
Adjusted basic earnings per share		4.10p	4.29p	13.50p

Statements of changes in equity

	Attributable to equity holders of the company
	Share Capital £'000	Other reserves £'000	Retained earnings £'000	Total £'000	Minority interest £'000	Total equity £'000
	(see note 14)
Balance at 1 July 2007	47,214	1,063	18,677	66,954	796	67,750
Cash flow hedges, net of tax	-	-	(411)	(411)	-	(411)
Capital reserve realised on disposal of subsidiary company taken directly to equity	-	(949)	949	-	-	-
Tax on realised capital reserve taken directly to equity	-	-	(285)	(285)	-	(285)
Currency translation differences	-	(5)	(5)	(10)	-	(10)

Net income recognised directly in equity	-	(954)	248	(706)	-	(706)
Profit for the period	-	-	2,025	2,025	238	2,263
	-	(954)	2,273	1,319	238	1,557
Total recognised income and expense for the period ended 31 December 2007 (unaudited)
Employee share option scheme:
- value of employee services	-	10	-	10	-	10
- proceeds from shares issued	206	-	-	206	-	206
Purchase of treasury shares	(1,547)	-	-	(1,547)	-	(1,547)
Dividends paid in the period	-	-	(3,352)	(3,352)	(166)	(3,518)
Movement in minorities due to sale of company	-	-	-	-	(58)	(58)
Movement in adjustment to minorities re provision for future acquisitions	-	-	-	-	(93)	(93)
	(1,341)	10	(3,352)	(4,683)	(317)	(5,000)
Balance at 31 December 2007 (unaudited)	45,873	119	17,598	63,590	717	64,307
Cash flow hedges, net of tax	-	-	304	304	-	304
Currency translation differences	-	68	5	73	-	73
Net income recognised directly in equity	-	68	309	377	-	377
Profit for the period	-	-	5,422	5,422	546	5,968
Total recognised income and expense for the period ended 30 June 2008	-	68	5,731	5,799	546	6,345
Employee share option scheme:
- value of employee services	-	167	-	167	-	167
- proceeds from shares issued	217	-	-	217	-	217
Purchase of treasury shares	(2,421)	-	-	(2,421)	-	(2,421)
Dividends paid in the period	-	-	(1,905)	(1,905)	(165)	(2,070)
Movement in adjustment to minorities re provision for future acquisitions	-	-	-	-	(212)	(212)
	(2,204)	167	(1,905)	(3,942)	(377)	(4,319)



Balance at 30 June 2008	43,669	354	21,424	65,447	886	66,333
Cash flow hedges, net of tax	-	-	(1,075)	(1,075)	-	(1,075)
Currency translation differences	-	205	-	205	-	205
Net income recognised directly in equity	-	205	(1,075)	(870)	-	(870)
Profit for the period	-	-	477	477	385	862
Total recognised income and expense for the period ended 31 December 2008 (unaudited)	-	205	(598)	(393)	385	(8)
Employee share option scheme:
- value of employee services	-	175	-	175	-	175
- proceeds from shares issued	61	-	-	61	-	61
Purchase of treasury shares	(40)	-	-	(40)	-	(40)
Dividends paid in the period	-	-	(3,880)	(3,880)	(428)	(4,308)
Movement in minorities due to sale of company	-	-	-	-	(745)	(745)
Movement in adjustment to minorities re provision for future acquisitions	-	-	-	-	43	43
	21	175	(3,880)	(3,684)	(1,130)	(4,814)
Balance at 31 December 2008 (unaudited)	43,690	734	16,946	61,370	141	61,511

Balance Sheet

	Notes	As at 31 December 2008 (unaudited) £'000	As at 31 December 2007 (unaudited) (restated) £'000	As at 30 June 2008 (audited) £'000


Non-current assets
Goodwill	11	70,079	60,982	69,435
Intangible assets	11	30,923	37,936	34,818
Property, plant and equipment	11	7,973	8,133	8,263
Deferred income tax asset		171	123	245
		109,146	107,174	112,761
Current assets
Inventories		2,549	1,837	1,769
Trade and other receivables		17,948	19,534	23,413
Derivative financial assets		-	-	413
Cash and cash equivalents		3,666	4,063	3,697
		24,163	25,434	29,292
Total assets		133,309	132,608	142,053
Current liabilities
Trade and other payables		(26,814)	(31,580)	(33,704)
Current income tax liabilities		(2,866)	(1,942)	(3,368)
Bank overdrafts		(3,369)	(3,848)	(3,633)
Derivative financial liability		(1,083)	(27)	-
Provisions for future purchase of minority interests	12	(2,551)	(666)	(939)
		(36,683)	(38,063)	(41,644)
Non-current liabilities
Bank loans	13	(22,000)	(15,000)	(18,000)
Deferred income tax liability		(5,943)	(7,674)	(6,808)
Provisions for future purchase of minority interests	12	(7,172)	(7,564)	(9,268)
		(35,115)	(30,238)	(34,076)
Total liabilities		(71,798)	(68,301)	(75,720)
Net assets		61,511	64,307	66,333
Equity
Share capital	14	4,228	4,216	4,224
Share premium account	14	43,470	43,204	43,413
Treasury shares	14	(4,008)	(1,547)	(3,968)
Translation reserve		257	(16)	52
Share option reserve		477	135	302
Retained earnings		16,946	17,598	21,424
Shareholders' funds		61,370	63,590	65,447
Minority interests		141	717	886
Total equity and revenue attributable to equity holders of the Company		61,511	64,307	66,333

Consolidated Cash Flow Statement

	Notes	Six months ended 31 December 2008 (unaudited) £'000	Six months ended 31 December 2007 (unaudited) £'000	Twelve months ended 30 June 2008 (audited) £'000

Net cash flow from operating activities	15	2,596	3,194	12,622

Investing activities
Purchase of property, plant and equipment	11	(760)	(478)	(1,475)
Sale of property, plant and equipment		85	9	122
Purchase of subsidiary undertakings and minority interests		(976)	(9,809)	(17,068)
Cash acquired on purchase of subsidiary undertakings		-	123	294
Cash movement on disposal of subsidiary undertakings		(224)	(783)	(783)
Sale of subsidiary undertakings		5	10,200	10,272
Purchase of intangible assets	11	(206)	(520)	(924)

Net cash used in investing activities		(2,076)	(1,258)	(9,562)


Financing activities
Dividends paid to equity holders of the Company		(3,880)	(3,352)	(5,257)
Dividends paid to minority shareholders in subsidiary undertakings		(428)	(166)	(331)
Issue of ordinary shares		61	207	423
Increase in long term loans		4,000	2,000	5,000
Purchase of treasury shares	14	(40)	(1,547)	(3,968)
Net cash used in financing activities		(287)	(2,858)	(4,133)


Net increase/(decrease) in cash and cash equivalents		233	(922)	(1,073)
Cash and cash equivalents at beginning of the period		64	1,137	1,137

Cash and cash equivalents at end of the period		297	215	64

Reconciliation of net debt
Cash and cash equivalents at beginning of the period		3,697	4,443	4,443
Bank overdraft at beginning of the period		(3,633)	(3,306)	(3,306)
Borrowings at beginning of the period		(18,000)	(13,000)	(13,000)
Net debt at beginning of the period		(17,936)	(11,863)	(11,863)
Net increase/(decrease) in cash and cash equivalents		233	(922)	(1,073)
Increase in long term loans		(4,000)	(2,000)	(5,000)
Cash and cash equivalents at end of the period		3,666	4,063	3,697
Bank overdrafts at end of the period		(3,369)	(3,848)	(3,633)
Borrowings at end of the period	13	(22,000)	(15,000)	(18,000)
Net debt at end of the period		(21,703)	(14,785)	(17,936)

Notes to the Accounts

1. General information

The Company is a limited liability company incorporated and domiciled in the UK.

The Company has its primary listing on the London Stock Exchange.

This condensed consolidated interim financial information was approved for issue on 26 February 2009.

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 240 of the Companies Act 1985 (section 434 of the Companies Act 2006). Statutory accounts for the year ended 30 June 2008 were approved by the board of Directors on 1 October 2008 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 4989 of the Companies Act 2006.

This condensed consolidated interim financial information has not been reviewed or audited.

2. Basis of preparation

This condensed consolidated interim financial information for the six months ended 31 December 2008 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34, 'interim financial reporting' as adopted by the European Union. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 30 June 2008, which have been prepared in accordance with IFRSs as adopted by the European Union.

3. Accounting policies

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 30 June 2008, as described in those annual financial statements.

Prior period adjustment

The Financial Reporting Review Panel ('The Panel') reviewed the report and accounts of the Company for the year ended 30 June 2007 and concluded that the Company's treatment of minority put options as contingent liabilities was not in accordance with paragraph 23 of IAS 32 'Financial Instruments: Presentation' which requires a liability to be recorded for all contracts that contain an obligation to purchase own equity instruments for cash. The Directors accepted the Panel's conclusions and corrected the treatment of the minority put options by way of a prior period adjustment in the accounts for the year ended 30 June 2008. The effect of the adjustment at 31 December 2007 is to increase liabilities from £60,071,000 to £66,531,000 and to reduce shareholder's funds (within minority interests) from £66,536,000 to £64,307,000, with a corresponding adjustment to goodwill.

As explained in the Chairman's Statement and Interim Management Report, following the disposals of Muze Europe Limited and HPCi, we have reorganised the Wilmington Business Information division and integrated the management of its assets with the Waterlow Legal and Regulatory division creating a Professional Publishing & Information division. The remainder of the Legal and Regulatory division will now be reported as 'Professional Training & Events'. Prior period comparatives have been restated to reflect this change.

Taxes on income in the interim periods are accrued using the expected annual effective tax rate that would be applicable to expected total annual earnings.

The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial year beginning 1 July 2008, but are not currently relevant for the Group.

IFRIC 12, 'Service concession arrangements'.
IFRIC 13, 'Customer loyalty programmes'.
IFRIC 14, 'IAS 19 - the limit on a defined benefit asset, minimum funding requirements and their interaction'.
IFRIC 15, 'Agreements for the Construction of Real Estate'.
IFRIC 16, 'Hedges of a Net Investment in a Foreign Operation'.
IFRIC 17, 'Distributions of Non-cash Assets'
IFRIC 18, 'Transfers of Assets from Customers'

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 July 2008 and have not been early adopted:

IFRS 8, 'Operating segments', effective for annual periods beginning on or after 1 January 2009. IFRS 8 replace IAS14, 'Segment reporting', and requires a 'management approach' under which segment information is presented on the same basis as that used for internal reporting purposes.
IAS 23 (revised), 'Borrowing costs', effective for annual periods beginning on or after 1 January 2009. This amendment is not relevant to the Group as the Group does not have any qualifying assets on which borrowing costs would be incurred.
IFRS 2 (revised) 'Share-based payment', effective for annual periods beginning on or after 1 January 2009. Management is assessing the impact of changes to vesting conditions and cancellations on the Group's share incentive schemes.
IFRS 3 (amendment), 'Business combinations' and consequential amendments to IAS 27, 'Consolidated and separate financial statements', IAS 28, 'Investments in associates' and IAS 31, 'Interests in joint ventures', effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. Management is assessing the impact of the new requirements regarding acquisition accounting, consolidation and associates on the Group. The Group does not have any joint ventures.
IAS 1 (amendment), 'Presentation of financial statements', effective for annual periods beginning on or after 1 January 2009. Management is in the process of developing pro forma accounts under the revised disclosure requirements of this standard.
IAS32 (amendment), 'Financial instruments: presentation', effective for annual periods beginning on or after 1 January 2009. Management is currently assessing the impact on the Group of this amendment.

4. Risks and uncertainties

The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk and foreign currency risk. At 31 December 2008, the Group had undrawn committed borrowing facilities of £38m comprising a revolving credit facility provided by Barclays Capital, HSBC and Royal Bank of Scotland. Any non-compliance with covenants within the borrowing arrangements could, if not waived, constitute an event of default with respect to such arrangements. The Group was fully compliant with its financial covenants throughout the period.

The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies are unchanged from the previous year.

a) Interest rate risk

The Group finances its operations through a mixture of retained profits and bank borrowings. The Group has expanded rapidly its operations both organically and by acquisition. This expansion has led on occasions to the need for external finance. The Board has chosen a credit facility with a floating rate of interest linked to LIBOR and has hedged its interest exposure on a proportion of this facility during the period. In November 2006 the Group entered into a 5 year £15 million interest rate swap whereby it receives interest on £15 million based on 3 month LIBOR and pays interest on £15 million at a fixed rate of 5.23%. This derivative has been designated as a cash-flow hedge in order to manage interest rate risk associated with the first £15m of the credit facility. Payments received under the swap have been matched against interest paid quarterly during the period and the gain/(loss) on the hedge has been recognised in equity, following the directors' assessment of the hedge's effectiveness.

b) Liquidity risk

The Group and Company's policy throughout the period has been to ensure continuity of funding by the use of a £10 million overdraft facility and a committed revolving credit facility of £60 million. Subsequent to 31 December 2008, the £10 million overdraft facility has been converted to a £5 million overdraft facility and a £5 million money market facility.

c) Foreign currency risk

The Group has a substantial customer base overseas. The Group maintains bank accounts in foreign currency and converts this currency to sterling at the appropriate times minimising the exposure to exchange fluctuations. On 19 May 2008 the group sold forward 1 year €1m at a rate of 1.2497. This approximates to the after tax profits of APM, the Group's principal operation in the eurozone. Any gain or loss on this hedge is recognised in the income statement.

5. Segmental information

As explained in the Business Review the Group has adjusted the presentation of its segmental results into the segments shown below. Prior period comparatives have been restated.

Six months ended 31 December 2008 (unaudited)

	Professional Training & Events	Professional Publishing & Information	Total
	£’000	£’000	£’000
Revenue	26,527	16,595	43,122

Segmental profit before amortisation	4,305	3,543	7,848
Amortisation	(1,230)	(1,185)	(2,415)

Segmental profit after amortisation	3,075	2,358	5,433

Unallocated central overheads (including amortisation of £14,000)			(1,308)

Profit from continuing operations before non-recurring items			4,125
Non-recurring items (see note 6)			(1,317)

Profit from continuing operations			2,808
Net finance costs			(791)

Profit on continuing activities before taxation			2,017
Income tax expense			(699)

Profit on continuing activities after taxation			1,318
Loss from discontinued operations			(456)

Net profit for the period			862

Six months ended 31 December 2007 (unaudited) (restated)

	Professional Training & Events	Professional Publishing & Information	Total
	£’000	£’000	£’000

Revenue	23,473	14,684	38,157

Segmental profit before amortisation	4,026	2,960	6,986
Amortisation	(1,144)	(970)	(2,114)

Segmental profit after amortisation	2,882	1,990	4,872

Unallocated central overheads (includes amortisation of £5,000)			(1,055)

Profit from continuing operations before non-recurring items			3,817
Non-recurring items			-

Profit from continuing operations			3,817
Net finance costs			(485)

Profit on continuing activities before taxation			3,332
Income tax expense			(952)

Profit on continuing activities after taxation			2,380
Loss from discontinued operations			(117)

Net profit for the period			2,263

Twelve months ended 30 June 2008 (unaudited) (restated)

	Professional Training & Events	Professional Publishing & Information	Total
	£’000	£’000	£’000

Revenue	50,437	39,216	89,653

Segmental profit before amortisation	9,034	11,297	20,331
Amortisation	(2,832)	(1,923)	(4,755)

Segmental profit after amortisation	6,202	9,374	15,576

Unallocated central overheads (includes amortisation of £36,000)			(2,329)

Profit unallocated from continuing operations before non-recurring items			13,247
Non-recurring items			-

Profit from continuing operations			13,247
Net finance costs			(1,150)

Profit on continuing activities before taxation			12,097
Income tax expense			(3,560)

Profit on continuing activities after taxation			8,537
Loss from discontinued operations			(306)

Net profit for the year			8,231

6. Operating profit from continuing operations

The following items of an unusual nature, size or incidence have been charged to operating profit during the period and shown as non-recurring items.

	Six months ended 31 December 2008 (unaudited) £’000	Six months ended 31 December 2007 (unaudited) £’000	Twelve months ended 30 June 2008 (audited) £’000

Restructuring costs (see below)	717	-	-
Abortive transaction costs	600	-	-
	1,317	-	-

Restructuring costs reflect specific reorganisation and redundancy costs.

7. Income tax expense

	Six months ended 31 December 2008 (unaudited) £’000	Six months ended 31 December 2007 (unaudited) £’000	Twelve months ended 30 June 2008 (unaudited) £’000

The tax charge comprises:
UK corporation tax at current rates	945	1,339	4,507
Adjustment to previous period	57	8	18

	1,002	1,347	4,525
Foreign tax	362	134	483

	1,364	1,481	5,008
Deferred income tax credit	(665)	(529)	(1,448)

Income tax expense	699	952	3,560

8. Loss for the period from discontinued operations

During the period the Group disposed of its interests in Muze Europe Limited, a music information business, and HPCi, a magazine publishing business. The consideration received for the Group’s stake in Muze Europe Limited was £500,000 of which £250,000 was received on completion together with repayment of an intercompany loan. The remaining £250,000 is receivable on 31 March 2009. The consideration receivable for HPCi is £500,000 of which £250,000 is receivable in October 2009 and the remainder in October 2010.

The results of these businesses are treated as discontinued operations, their net result has been included in the Consolidated Income Statement as the loss on discontinued operations after taxation and the comparatives have been restated on a consistent basis.

	Six months ended 31 December 2008 (unaudited) £’000	Six months ended 31 December 2007 (unaudited) £’000	Twelve months ended 30 June 2008 (unaudited) £’000

Revenue	808	3,685	5,687
Expenses	(817)	(3,749)	(5,328)

Loss/profit before amortisation and taxation	(9)	(64)	359
Amortisation	(166)	(135)	(548)

Loss before taxation	(175)	(199)	(189)
Attributable tax credit	49	60	57

Net operating loss attributable to discontinued operations	(126)	(139)	(132)

(Loss)/profit on disposal of discontinued operations	(188)	496	438
Attributable tax charge	(142)	(474)	(612)
	(330)	22	(174)

Loss on discontinued operations after taxation	(456)	(117)	(306)

9. Dividends

Amounts recognised as distributions to equity holders in the period.

	Six months ended 31 December 2008	Six months ended 31 December 2007	Twelve months ended 30 June 2008	Six months ended 31 December 2008	Six months ended 31 December 2007	Twelve months ended 30 June 2008
	pence per share	pence per share	pence per share	£’000	£’000	£’000
	(unaudited)	(unaudited)	(audited)	(unaudited)	(unaudited)	(audited)
Final dividends recognised as distributions in the period	4.70	4.00	4.00	3,880	3,352	3,352
Interim dividends recognised as distributions in the period	-	-	2.30	-	-	1,905

Total dividends paid	4.70	4.00	6.30	3,880	3,352	5,257

Dividend proposed	2.30	2.30	4.70	1,900	1,911	3,880

10. Earnings per share

To allow shareholders to gain a better understanding of the trading performance of the Group, an adjusted earnings per ordinary share has been calculated using an adjusted profit after taxation and minority interests but before amortisation of intangible assets and post-taxation non-recurring costs.

(a) From continuing operations

The calculation of the basic and diluted earnings per share is based on the following data:

	Six months ended 31 December 2008 (unaudited) £’000	Six months ended 31 December 2007 (unaudited) £’000	Twelve months ended 30 June 2008 (unaudited) £’000
Earnings from continuing and discontinuing operations for the purpose of basic earnings per share	477	2,025	7,447
Add back loss from discontinued operations	456	117	306

Earnings from continuing operations for the purpose of basic earnings per share	933	2,142	7,753


Add: Amortisation (net of minority interest effect)	2,424	2,126	4,779
Non-recurring items	1,317	-	-
Share based payments	183	10	177
Tax effect of the above	(1,100)	(642)	(1,466)

Adjusted earnings for the purposes of adjusted earnings per share	3,757	3,636	11,243

	Number	Number	Number
Weighted average number of ordinary shares for the purposes of basic and adjusted earnings per share	83,358,367	83,860,262	83,356,950

Effect of dilutive potential ordinary shares:

Exercise of share options	74,939	308,794	557,373

Weighted average number of ordinary shares for the purposes of diluted earnings per share	83,433,306	84,169,056	83,914,323

Basic earnings per share	1.12p	2.55p	9.30p
Diluted earnings per share	1.12p	2.54p	9.24p
Adjusted basic earnings per share	4.51p	4.34p	13.49p
Adjusted diluted earnings per share	4.50p	4.32p	13.40p

(b) From continuing and discontinued operations

	Six months ended 31 December 2008 (unaudited) £’000	Six months ended 31 December 2007 (unaudited) £’000	Twelve months ended 30 June 2008 (unaudited) £’000
Earnings from continuing and discontinued operations for the purpose of basic earnings per share	477	2,025	7,447

Add: Amortisation (net of minority interest effect)	2,590	2,248	5,239
Non-recurring items	1,317	-	-
Share based payments	183	10	177
Tax effect of the above	(1,146)	(682)	(1,609)

Adjusted earnings for the purposes of adjusted earnings per share	3,421	3,601	11,254

Basic earnings per share	0.57p	2.41p	8.93p
Diluted earnings per share	0.57p	2.41p	8.87p
Adjusted basic earnings per share	4.10p	4.29p	13.50p
Adjusted diluted earnings per share	4.10p	4.28p	13.41p

(c) From discontinued operations

	Six months ended 31 December 2008 (unaudited) £’000	Six months ended 31 December 2007 (unaudited) £’000	Twelve months ended 30 June 2008 (unaudited) £’000

Loss from discontinued operations for the purpose of basic earnings per share	(456)	(117)	(306)
Add: Amortisation (net of minority interest effect)	166	122	460
Tax effect of the above	(46)	(41)	(143)

Adjusted loss for the purposes of adjusted earnings per share	(336)	(36)	11

Basic loss per share	(0.55)p	(0.14)p	(0.37)p
Diluted loss per share	(0.55)p	(0.14)p	(0.36)p
Adjusted loss per share	(0.40)p	(0.04)p	0.01p
Adjusted diluted loss per share	(0.40)p	(0.04)p	0.01p

11. Property, plant and equipment, intangible assets and goodwill

	Property, plant and equipment £’000	Intangible assets £’000	Goodwill £’000
			(restated)



Opening net book amount as at 1 July 2007	8,131	31,615	52,941
Additions	478	520	-
Acquisitions and sales	174	8,128	8,041
Disposals	(9)	-	-
Exchange translation differences	(5)	-	-
Depreciation and amortisation	(636)	(2,327)	-

Closing net book amount as at 31 December 2007	8,133	37,936	60,982
Additions	997	404	-
Acquisitions and sales	(70)	-	8,453
Disposals	(78)	(510)	-
Exchange translation differences	34	-	-
Depreciation and amortisation	(753)	(3,012)	-

Closing net book amount as at 30 June 2008	8,263	34,818	69,435
Additions	760	206	-
Acquisitions and sales	(63)	(1,506)	644
Disposals	(92)	-	-
Exchange translation differences	7	-	-
Depreciation and amortisation	(902)	(2,595)	-

Closing net book amount as at 31 December 2008	7,973	30,923	70,079

12. Provisions for future purchase of minority interests

	Group
	Current provisions (as restated) £’000	Non current provisions (as restated) £’000

At 1 July 2007	118	6,247
Provision for new put options issued over minority interests – taken to goodwill	-	977
– taken to minority reserve	-	793
Provisions utilised in respect of acquisitions of minority interests	(118)	-
Change in value of existing provisions (including unwinding of discounting)	-	213
Non-current provisions becoming current	666	(666)
At 31 December 2007	666	7,564
Provision for new put options issued over minority interests – taken to goodwill	-	-
– taken to minority reserve	-	-
Provisions utilised in respect of acquisitions of minority interests	273	-
Change in value of existing provisions (including unwinding of discounting)	-	1,704
At 30 June 2008	939	9,268
Provisions utilised in respect of acquisitions of minority interests	(939)	-
Change in value of existing provisions (including unwinding of discounting)	-	455
Non-current provisions becoming current	2,551	(2,551)

At 31 December 2008	2,551	7,172

Provisions represent the estimated future cost (discounted to reflect the time value of money) required to settle put options held by minority shareholders over minority interest shares, should said put options be exercised.

The actual settlement timing and value is dependant upon when (and if) the minority shareholders choose to exercise their options and the profitability of the underlying companies at the date of exercise. For the purposes of estimating the above provision it has been assumed that put options are exercised at the first available opportunity.

During the period the Group acquired 5% of the issued share capital of Beechwood Publishing Limited under the terms of a put agreement based on a predetermined multiple of the average prior two years profits.

13. Bank loans

	31 December 2008 £’000	31 December 2007 £’000	30 June 2008 £’000
Current	-	-	-
Non-current	22,000	15,000	18,000
	22,000	15,000	18,000

14. Share capital

	Number of shares of 5p Each	Ordinary shares £’000	Share premium £’000	Treasury shares £’000	Total £’000
Opening balance as at 1 July 2007	84,156,179	4,208	43,006	-	47,214
Proceeds from shares issued –
Employee share option scheme	142,500	8	198	-	206
Proceeds from purchase of treasury shares	(507,000)	-	-	(1,547)	(1,547)
At 31 December 2007	83,791,679	4,216	43,204	(1,547)	45,873
Proceeds from shares issued –
Employee share option scheme	188,000	8	209	-	217
Purchase of treasury shares	(1,410,000)	-	-	(2,421)	(2,421)

As at 30 June 2008	82,569,679	4,224	43,413	(3,968)	43,669
Proceeds from shares issued -
Employee share option scheme	71,000	4	57	-	61
Purchase of treasury shares	(25,000)	-	-	(40)	(40)
At 31 December 2008	82,615,679	4,228	43,470	(4,008)	43,690

15. Net cash flow from operating activities

	Note	Six months ended 31 December 2008 (unaudited) £’000	Six months ended 31 December 2007 (unaudited) £’000	Twelve months ended 30 June 2008 (audited) £’000

Profit from operations		4,125	3,817	13,415
Non-recurring items	6	(1,317)	-	-
Operating loss from discontinued operations		(175)	(199)	(357)
Depreciation of property, plant and equipment	11	902	636	1,389
Amortisation of intangible assets	11	2,595	2,327	5,339
(Profit) on disposal of property, plant and equipment		-	(5)	(13)
Exchange translation differences		-	(5)	-
Share based payments		175	10	177
Operating cash flows before movements in working capital		6,305	6,581	19,950
(Increase) in inventories		(780)	(689)	(433)
Decrease/(increase) in receivables		5,764	2,483	(1,103)
(Decrease)/increase in payables		(6,080)	(2,695)	177
Cash generated by operations		5,209	5,680	18,591

Tax paid		(1,858)	(2,013)	(4,866)
Interest paid		(755)	(473)	(1,103)

Net cash flow from operating activities		2,596	3,194	12,622

The Group manages its treasury function on a group wide basis. As a result it is not practicable to separately identify the movements in working capital attributable to discontinued operations. There were no investing or financing activities for the discounted operations during the period.

16. Related party transactions

The only related party transactions to have taken place during the period were normal business transactions between the Company and its subsidiary undertakings.

Certain administrative expenses totalling £145,000 (2007: £137,000) have been recharged by the Company at cost to its subsidiaries.

Finance has been provided to the Company by one of its subsidiaries at commercial rates of interest for the six months totalling £39,000 (2007: £26,000). In addition the Company has provided finance to one of its subsidiaries at commercial rates of interest for the year totalling £330,000 (2007: £206,000).

Responsibility Statement

We confirm that to the best of our knowledge:

§ The condensed set of financial statements has been prepared in accordance with IAS 34 “Interim Financial Reporting” as adopted by the EU;

§ The interim Report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

On behalf of the Board

R Basil Brookes

Group Finance Director

26 February 2009

This information is provided by RNS

The company news service from the London Stock Exchange

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