Interim Results

20 July 2022

Centaur Media Plc

Interim results for the 6 months ended 30 June 2022

Strong revenue and EBITDA growth across Xeim and The Lawyer

Flagship 4 brands driving growth and represent more than two-thirds of overall revenues

On track for strategic objectives set out under Margin Acceleration Plan (MAP23)

Centaur Media, an international provider of market intelligence, learning and specialist consultancy is pleased to present its interim results for the 6 months ended 30 June 2022.

Financial Highlights

Over the first six months of 2022, Centaur has built on the good momentum of 2021. Revenue, adjusted1 EBITDA and adjusted1 EBITDA margin all continued to show growth, as does the Group's retained earnings.

First half reported revenue was up 8% to £19.8m (H1 2021: £18.3m), with combined growth of 11% from the Flagship 4 brands of Econsultancy, Influencer Intelligence and MW Mini MBA (all three of which are in the Xeim business unit) and The Lawyer. In line with Centaur's strategy, the higher quality revenue streams of premium content, marketing services and training and advisory now represent 78% of Group revenue. Our revenues are resilient because our clients are choosing us for strategic, long-term spend, in order to future-proof their businesses. Structured customer price rises have been implemented to help mitigate the inflationary environment.

Adjusted1 EBITDA increased by 55% to £3.4m (H1 2021: £2.2m), as a result of revenue growth and continued tight cost controls, delivering an adjusted1 EBITDA margin increase to 17% (H1 2021: 12%).

The improvement in EBITDA illustrates the operational gearing inherent within Centaur's business model. This underpins management's belief that 23% adjusted1 EBITDA margins can be achieved through an increase in higher margin revenues and continued management of costs, in line with MAP23.

Centaur continues to maintain a heathy net cash2 balance of £14.2m. Cost controls have been maintained through clear operational and financial steps taken to reinforce the resilience of the business, such as strong negotiation with suppliers and flexible reward structures to retain and recruit top talent. This will ensure that the business is best positioned to withstand any wider macroeconomic uncertainty.

The increase in adjusted1 EBITDA has resulted in an adjusted1 operating profit of £1.9m (H1 2021: £0.5m). The Group reported profit after taxation of £0.7m which is an improvement from last year's loss of £0.4m.

Strategic and operational highlights

In January 2021, Centaur updated its Margin Acceleration Plan ("MAP23") with the aim of raising adjusted1 EBITDA margin to 23% and increasing revenue to more than £45m by 2023. Since then, Centaur has focused investment and resource allocation on its Flagship 4 brands, which it considers to be the key drivers of organic growth.

Over the past six months, revenues from the Flagship 4 grew by 11% to £13.5m, which now equates to 68% of total Group revenue:

Centaur has also seen growth across its suite of Core Brands including an 81% growth in Oystercatchers revenue from an increase in blue-chip customer contracts.

Going forward, Centaur's aim is to position both its Flagship 4 and Core Brands for further growth, broadening its cross-selling opportunities and enhancing shared capabilities.

Dividend

Centaur's Board has announced an interim dividend for 2022 of 0.5p per share (H1 2021: 0.5p). This is in line with Centaur's dividend policy that aims to distribute 40% of adjusted1 earnings after taxation, subject to a minimum aggregate total of 1p per share per year.

Outlook

Centaur has met the Board's expectations for revenue, adjusted1 EBITDA and adjusted1 EBITDA margin growth over the course of the first half of 2022. It is also trading in line with the Board's expectations for the second half of the year, which historically has a greater weighting of revenue and profit than the first half and will also include the highly successful The Lawyer Awards in July.

Despite macroeconomic headwinds and an uncertain outlook, the Board remains confident in the successful delivery of Centaur's MAP23 revenue and EBITDA margin objectives. Centaur will continue to invest in improving the quality of its offerings across the Flagship 4, while the Group's balance sheet strength will allow for adaptability and investment in future organic growth opportunities.

Swag Mukerji, Chief Executive Officer, commented:

"This has been a good six months for Centaur as we continue to make strategic progress in line with our Margin Acceleration Plan - MAP23 - and it is encouraging to see further growth in revenue, EBITDA and EBITDA margin.

We are positioning Centaur to deliver targeted connectivity with timely and deeper insight and are developing our learning and consultancy expertise in a market consistently characterised by change. These underlying trends and our focus on the Flagship 4 are driving our revenue and give us a platform for growth. Meanwhile, our resilient revenue streams and balance sheet strength will ensure that Centaur is well positioned to withstand any wider macroeconomic uncertainty."

1 Adjusted EBITDA is adjusted operating profit before depreciation and amortisation. Adjusted results exclude adjusting items as detailed in note 4 of this Interim Report.

2 Net cash is the total of cash and cash equivalents and short-term deposits.

Enquiries

Note to editors

Centaur is an international provider of market intelligence, learning and specialist consultancy that inspires and enables people to excel at what they do, raising the standard for insight, interaction and impact.

Overview of Group Performance

Centaur has continued to perform well off the back of the strong growth in 2021. Reported revenue in H1 2022 grew 8% compared to H1 2021 with Xeim reporting a 9% increase and The Lawyer an increase of 6%.

With revenue growth of 11% from the Flagship 4 brands, the higher quality revenue streams of premium content, marketing services, and training and advisory accounted for 78% of Group revenues in H1 2022, an increase of 5 percentage points from H1 2021. The Flagship 4 now account for 68% of Group revenues (2021: 66%), and these have boosted the Group's revenue and profitability in H1 2022:

The Group is half-way through its three-year strategy ("MAP23") which is targeting annual revenues of over £45m and EBITDA margins of 23% by 2023. The growth in revenues in H1 2022 along with a stronger EBITDA margin (increasing from 12% in H1 2021 to 17% in H1 2022) underpins our belief that the MAP23 targets are realistic and achievable.

Trading Summary

The adjusted1 operating profit of £1.9m (2021: £0.5m) resulted from the increase in revenue compared to H1 2021 dropping through as a higher profit increase due to the Group's operational gearing. As a result, the Group reported a profit for the period of £0.7m (2021: loss of £0.4m).

Adjusted1 diluted earnings per share from continuing operations for the reporting period was 0.9 pence (2021: 0.2 pence). Diluted earnings per share for the period on a reported basis was 0.5 pence (2021: a loss of 0.3 pence).

Net cash4 increased from £13.1m at the end of 2021 to £14.2m at the end of June 2022. Cash performance was strong in the period mainly due to continued focus on cash collection resulting in a reduction in trade receivables. This, combined with a £2.8m increase in deferred income, but offset by a decrease in creditors and an increase in prepayments and accrued income, resulted in cash conversion3 in the period of 125% (2021: 293%). The Group generated £4.2m of cash from operating activities and paid out £0.7m of dividends and £1.0m of obligations under lease and revolving credit facility arrangements.

Segmental Review

Revenue for the six months ended 30 June, together with growth rates across each segment, are set out below.

The table below reconciles the adjusted1 operating profit/(loss) for each segment to the adjusted1 EBITDA:

Xeim

Xeim has increased revenue by 9%. Adjusted1 EBITDA has risen £1.5m to £3.9m on the back of the higher revenues with an increase in EBITDA margins to 24%.

Xeim contains three of the Group's Flagship 4 brands - Econsultancy, MW Mini MBA and Influencer Intelligence.

Econsultancy had a strong period with revenue up 13% year-on-year, with a 22% growth in training revenue due to winning further large digital training and consultancy contracts with blue chip companies. Its subscription revenues have increased by 27% against H1 2021 due to improved renewal rates and new business, particularly from the second half of 2021.

With increased marketing spend and a focus on sales from recurring corporate clients the MW Mini MBA Spring courses were the most successful yet. Revenue in H1 2022 grew 16% with delegate numbers increasing 2% to over 3,300 on the Marketing and Brand courses combined and yields increasing by 7%, together with additional revenue from bespoke courses.

Influencer Intelligence subscription revenues are up 12% against H1 2021 resulting from higher renewal rates in the second half of 2021 and increased new business generation as reported in our 2021 Annual Report. We are pleased to note that renewal rates in H1 2022 have risen to 86% (2021 full year 84%) together with an increasing trend on new business during H1 2022.

In addition to the Flagship 4 brands:

Adjusted1 EBITDA for Xeim has increased to £3.9m due to the increase in revenue and the operational gearing in the business unit.

The Lawyer

In H1 2022, The Lawyer continued to deliver strong corporate subscription renewal rates at 113%. Its premium content revenues were boosted through renewals and new business from Signal, the subscription service we launched in 2021 offering in-depth strategic insight and benchmarking of markets, clients and competitors.

The Lawyer achieved £0.5m of event revenue in H1 2022 which was flat on H1 2021. An increase in revenue was originally anticipated following the re-instatement of The Lawyer Awards to its historical timing in June. However, due to the rail strikes in June, this event was postponed to July and the revenues will now be included in the results for the second half of the year. In addition, recruitment revenue of £0.6m remains in line with H1 2021 after a similar level of recruitment activity in the legal sector.

Adjusted1 EBITDA for The Lawyer has decreased slightly to £1.2m due to an increase in operating costs from investment in people quality ahead of expected future revenue increases.

Central

Central operating costs are down £0.1m driven by a reduction in depreciation and people costs offset by an increase in professional fees and sundry costs.

Dividends

In line with the Group's dividend policy to distribute a minimum of 40% of adjusted retained earnings or 1.0p per share per annum, the Board has announced an interim dividend for 2022 of 0.5p per share. This will be paid on 21 October 2022 to all shareholders on the register as at close of business on 7 October 2022.

Balance Sheet

The balance sheet of the Group remains strong with increased levels of net cash. Healthy cash collections during the period has resulted in a decrease in days sales outstanding and we continue to closely monitor the risk of exposure to bad debt.

Principal Risks and Uncertainties 

The principal risks and uncertainties currently faced by the Group are reviewed regularly by the Board. The principal risks faced by the Group are set out below and the Board considers the risk levels to have remained the same since December 2021.

Forward Looking Statements

Certain statements in this interim report are forward looking. Although the Group believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward looking statements. It undertakes no obligation to update any forward looking statements whether as a result of new information, future events or otherwise.

Statement of Directors' Responsibilities

The Directors confirm that the condensed consolidated interim financial statements for the six-month period ended 30 June 2022 have been prepared in accordance with the Disclosure and Transparency Rules (DTR) of the Financial Conduct Authority and with International Financial Reporting Standards ('IFRSs') and IAS 34, 'Interim financial reporting', in line with UK-adopted international accounting standards.

In addition, the interim management report herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

The Directors of Centaur Media Plc are listed in the Centaur Media Plc Annual Report for the year ended 31 December 2021. A list of current directors, including the appointment of Richard Staveley as non-executive director in May 2022, is maintained on the Centaur Media Plc website.

Going Concern

In assessing the going concern status, the Directors considered the Group's activities, the financial position of the Group and their identification of any material uncertainties including the impact of the current Covid pandemic and the principal risks to the Group. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of this report and for this reason, they continue to adopt the going concern basis in preparing the condensed consolidated interim financial statements.

The interim report was approved by the Board of Directors and authorised for issue on 19 July 2022 and signed on behalf of the Board by:

Swag Mukerji, Chief Executive Officer

Notes:

Footnotes:

1 Adjusted EBITDA is adjusted operating profit before depreciation and amortisation. Adjusted results exclude adjusting items, as detailed in note 4 of this Interim Report.

2 For reconciliation of adjusted operating cashflow see note 1 of this Interim Report.

3 Cash conversion is calculated as adjusted operating cash flow (excluding any one-off significant cash flows) / adjusted EBITDA.

4 Net cash is the total of cash and cash equivalents and short-term deposits.

INDEPENDENT AUDITOR'S REVIEW REPORT TO CENTAUR MEDIA PLC

On the interim financial information for the six months ended 30 June 2022

Conclusion

We have been engaged by Centaur Media Plc (the "Group") to review the condensed set of financial statements in the half-yearly report for the six months ended 30 June 2022 which comprise the condensed consolidated statement of financial position of the Group as at 30 June 2022 and the related condensed consolidated statement of comprehensive income, condensed consolidated changes in equity and condensed consolidated statement cash flow statement for the six months then ended and the related notes 1 to 18.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2022 is not prepared in all material aspects, in accordance with UK-adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagement 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with UK adopted International Accounting Standards. The condensed set of financial statements included in this half yearly report has been prepared in accordance with UK-adopted International Accounting Standards 34 "Interim Financial Reporting".

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE 2410 (UK), however future events or conditions may cause the Group to cease to continue as a going concern.

Responsibilities of directors

The directors are responsible for preparing the half-yearly financial report in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the Group a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion, including our Conclusion relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report.

Use of our report

This report is made solely to the Group in accordance with International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the Group those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group, for our review work, for this report, or for the conclusions we have formed.

Crowe U.K. LLP

Statutory Auditor

London, United Kingdom

19 July 2022

Condensed consolidated Statement of Comprehensive Income for the six months ended 30 June 2022

1 Adjusting items are disclosed in note 4

Condensed consolidated Statement of Changes in Equity for the six months ended 30 June 2022

Condensed consolidated Statement of Financial Position as at 30 June 2022

Registered number 04948078

The notes are an integral part of these condensed consolidated interim financial statements. The condensed consolidated interim financial statements were approved by the Board of Directors on 19 July 2022 and were signed on its behalf by:

Simon Longfield

Chief Financial Officer

Condensed consolidated Cash Flow Statement for the six months ended 30 June 2022

Notes to the condensed consolidated interim financial statements

1 Summary of significant accounting policies

General information

Centaur Media Plc ('the Company') is a public company limited by shares and incorporated and domiciled in England and Wales. The address of the Company's registered office is Floor M, 10 York Road, London, SE1 7ND, United Kingdom. The Company is listed on the London Stock Exchange.

These condensed consolidated interim financial statements were approved for issue on 19 July 2022. 

These condensed consolidated interim financial statements are unaudited and do not constitute the statutory accounts within the meaning of Section 434 of the Companies Act 2006. The Group's most recent statutory financial statements, which comprise the Annual Report and audited Financial Statements for the year ended 31 December 2021 were approved by the Board of Directors on 15 March 2022 and delivered to the Registrar of Companies. The report of the auditor on those financial statements was not qualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

The consolidated financial statements of the Group as at, and for the year ended 31 December 2021, are available upon request from the Company's registered office or at www.centaurmedia.com. 

Accounting policies and estimates

The accounting policies adopted by the Group in the condensed consolidated interim financial statements are consistent with those applied by the Group in its consolidated financial statements for the year ended 31 December 2021.

The following accounting policy has been adopted by the Group in the condensed consolidated interim financial statements from 1 January 2022:

The preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2021.

New standards and interpretations not yet adopted

There are no standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Prior period re-presentation

The condensed consolidated interim financial statements have been presented in £'000. This is a change from the prior period condensed consolidated interim financial statements which were presented in £m rounded to one decimal place. Prior period comparatives have been re-presented in £'000. Certain prior period comparatives have been updated following this change.

Comparative numbers

Certain prior period comparative numbers have been updated to reflect current period presentation and disclosures. A portion of costs previously presented as cost of sales have now been allocated to administrative expenses, an update to reflect the same allocation basis as the current period. The allocation basis has been refined to reflect the nature of the costs. These reallocations decreased cost of sales by £1,144,000 and increased administrative expenses by £1,144,000 for the Group, refer to note 3. A portion of costs previously presented as other staff related costs have now been allocated to employee benefits expense, an update to reflect the same allocation basis as the current period. These reallocations decreased other staff related costs by £142,000 and increased employee benefits expense by £142,000 for the Group, refer to note 3. There is no impact on the face of the condensed consolidated statement of comprehensive income as a result of these changes.

Basis of preparation

The condensed consolidated interim financial statements for the six-month period ended 30 June 2022 have been prepared in accordance with the Disclosure and Transparency rules of the Financial Conduct Authority and with UK-adopted International Accounting Standards and IAS 34, 'Interim Financial Reporting'. The condensed consolidated financial statements should be read in conjunction with the Annual Report and Financial Statements for the year ended 31 December 2021, which have been prepared in accordance with UK-adopted International Accounting Standards.

Going concern

The condensed consolidated interim financial statements have been prepared on a going concern basis.

At 30 June 2022, the Group has cash and cash equivalents of £10,738,000 (2021: £11,881,000), short-term deposits of £3,500,000 (2021: £nil) and has net current liabilities of £1,692,000 (2021: net current liabilities £3,564,000). In both periods net current liabilities primarily arose from the Group's normal high levels of deferred income relating to performance obligations to be delivered in the future rather than an inability to service its liabilities, as deferred income will not result in a cash outflow.

The Directors have assessed the Group's activities, the financial position of the Group, and their identification of any material uncertainties including the impact of the Covid pandemic and the principal risks to the Group. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of approval of this report and for the foreseeable future. Therefore, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the condensed consolidated interim financial statements.

Presentation of non-statutory measures

In addition to IFRS statutory measures, the Directors use various non-GAAP key financial measures to evaluate the Group's performance and consider that presentation of these measures provides shareholders with an additional understanding of the core trading performance of the Group. The basis of the principal adjustments is comparable with that presented in the consolidated financial statements for the year ended 31 December 2021, and as described in those financial statements. The measures used are explained and reconciled to their IFRS statutory headings below.

The Directors believe that adjusted results and adjusted earnings per share provide additional useful information on the core operational performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term 'adjusted' is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit.

The basis of the principal adjustments is consistent with that presented in the consolidated financial statements for the year ended 31 December 2021, and as described in those financial statements.

For the six-month periods ended 30 June 2022 and 30 June 2021, adjustments were made in respect of:

The tax related to adjusting items is the tax effect of the items above that are allowable deductions for tax purposes, calculated using the standard rate of corporation tax.

Further details of adjusting items are included in note 4. A reconciliation between adjusted and reported earnings per share measures is shown in note 6.

Profit/(loss) before tax reconciles to adjusted operating profit as follows:

Adjusted operating cash flow is not a measure defined by IFRS. It is defined as cash flow from operations excluding the impact of adjusting items, which are defined above. The Directors use this measure to assess the performance of the Group as it excludes volatile items not related to the core trading of the Group. Reported cash flow from operations reconciles to adjusted operating cash as follows:

Net cash is not a measure defined by IFRS. Net cash is calculated as cash and cash equivalents plus short-term deposits less overdrafts and bank borrowings under the Group's financing arrangements. The Directors consider the measure useful as it gives greater clarity over the Group's liquidity as a whole. A reconciliation between net cash and statutory measures is shown below:

Financial risk factors

The Group's activities expose it to a variety of financial risks: interest rate risk, credit risk, liquidity risk, capital risk and currency risk. The condensed consolidated interim financial statements do not include all financial risk management information and disclosures that are required in the annual consolidated financial statements; they should be read in conjunction with the Group's annual consolidated financial statements for the year ended 31 December 2021.

There have been no changes in risk management processes or policies since the year end.

Seasonality

Historically there is a greater weighting of revenues and profits derived in the second half of each financial year mainly due to the timing of training and advisory revenues. This seasonality is further exaggerated in 2022 by the deferral of The Lawyer Awards in-person event to the second half of the year. During the year ended 31 December 2021, 47% (2020: 46%) of revenues occurred in the first half of the year.

2 Segmental reporting

The Group is organised around two reportable market-facing segments: Xeim and The Lawyer. These two segments derive revenues from a combination of premium content, marketing services, training and advisory, events, marketing solutions and recruitment advertising. Overhead costs are allocated to these segments on an appropriate basis, depending on the nature of the costs, including in proportion to revenues or headcount. Corporate income and costs have been presented separately as "Central". The Group believes this is the most appropriate presentation of segmental reporting for the user to understand the core operations of the Group. There is no inter-segmental revenue.

Segment assets consist primarily of property, plant and equipment, intangible assets (including goodwill) and trade receivables. Segment liabilities comprise trade payables, accruals and deferred income. 

Corporate assets and liabilities primarily comprise property, plant and equipment, intangible assets, current and deferred tax balances, cash and cash equivalents, borrowings and lease liabilities.

Capital expenditure comprises additions to property, plant and equipment and intangible assets.

Supplemental information

Revenue by geographical location

The Group's revenues from external customers by geographical location are detailed below:

Substantially all of the Group's net assets are located in the United Kingdom. The Directors therefore consider that the Group currently operates in a single geographical segment, being the United Kingdom.

Revenue by type

The Group's revenue by type is as follows:

3 Net operating expenses

Operating profit/(loss) is stated after charging/(crediting):

1 Adjusting items are disclosed in note 4

2 See note 1 for description of the prior period re-presentation

4 Adjusting items

Certain items are presented as adjusting. These are detailed below.

5 Taxation

The tax charge/(credit) is based on the estimated effective tax rate for the year ended 31 December 2022 of 22.0% (2021: 21.0%).

6 Earnings/(loss) per share

Basic earnings per share ('EPS') is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue during the period. 3,314,139 (2021: 1,690,901) shares held in the employee benefit trust and 4,550,179 (2021: 4,550,179) shares held in treasury have been excluded in arriving at the weighted average number of shares.

For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. Potential ordinary shares can only be considered dilutive when their inclusion would decrease earnings or increase loss per share. This comprises share options and awards granted to Directors and employees where the exercise price is less than the average market price of the Company's ordinary shares during the period.

The calculations of earnings per share are based on the following profit/(loss) and number of shares: