10th Mar 2006 07:00
Centaur Holdings PLC10 March 2006 Centaur Holdings plc Interim Report 6 months ended 31 December 2005 10th March 2006 Highlights Centaur Holdings plc "(Centaur)" announces its results for the six months ended31 December 2005. A statement explaining the effects on Centaur'sfinancial statements of adopting International Financial Reporting Standards(IFRS) is also published today. 6 months ended 6 months ended Movement 31 December 31 December 2005 2004 £'000 £'000 Revenue 33,809 31,602 7% Adjusted EBITDA 4,133 2,847 45% Depreciation (319) (436)Amortisation of computer software (950) (779)Net interest income 220 122Share of profit from associate 50 39-------------------------------------------------------------------------------Adjusted profit before tax 3,134 1,793 75% Amortisation of brands andpublishing rights (37) (5)Share based payments (195) (261)Exceptional credit / (cost) 2,000 (485)-------------------------------------------------------------------------------Profit before tax 4,902 1,042------------------------------------------------------------------------------- Earnings per share - basic 2.66p 0.43p - adjusted basic 1.47p 0.93p------------------------------------------------------------------------------- • Overall advertising revenues up 8%, with particularly strong performance by the Legal & Financial division. • Perfect Information reports £0.6 million improvement in EBITDA to £0.6 million led by 8% revenue growth and benefits of prior year cost savings. • New product development activity continuing, including two new magazines, three new events and two new websites launched in period. • Four acquisitions completed since July 2005 - Supply Chain Business and Logistics Europe; The Recruiter; Period Living and Headline Money. • Interim dividend of 0.6 pence per share proposed. Graham Sherren, Chairman and Chief Executive Officer of Centaur Holdings plc,said: "The results in the first half show further satisfactory year-on-yeargrowth, reflecting the success of our strategy of creating market-leadingproducts across a range of market sectors. The outlook for the second half ispositive and we remain confident about the outcome for the full year to 30 June2006." Enquiries:Centaur Holdings plc Graham Sherren Tel: 020 7970 4000 Geoff WilmotGavin Anderson & Company Richard Constant Tel: 020 7554 1400 Robert Speed Janine Brewis www.centaur.co.uk Chairman's Interim Statement Introduction I am pleased to announce that Centaur achieved further satisfactory growth inboth turnover and profits in the six months to 31 December 2005. In what isseasonally Centaur's weaker half of the year (due to the low levels ofpublishing and event activity in August and December) turnover grew 7% to £33.8million and adjusted PBT increased by 75% to £3.1 million (2004: £1.8million). These interim results have been prepared under International Financial ReportingStandards (IFRS) for the first time. A statement explaining the effect ofadoption of IFRS on the Company's results is also issued today. As a result ofIFRS adoption, these interim results include a charge in respect of share basedpayments amounting to £195,000. In addition, the Company reported amortisationof acquired intangibles amounting to £37,000. The Company also reported anexceptional gain of £2 million, which has arisen on release of a provision forcontingent consideration relating to the acquisition of Synergy Software Solutions Ltd in October 2003. As a result, the Company reported a profit before tax of £4.9 million in the six months ended 31 December 2005 (2004: £1.0 million). Business Overview Centaur benefits from a strong presence in a number of high-value verticalmarket sectors, in which it pursues its strategy of building market leadingpositions through multiple media platforms. During the period, it hasexperienced strong growth in several of these sectors, shown by the analysis ofresults set out at the end of this chairman's statement. Advertising remains the principal source of revenue, generating 56% of revenuesduring the first half. Overall advertising revenues grew 8% in the period,continuing the cyclical recovery that commenced in early 2004. The overall paceof growth in recruitment advertising revenues slowed after the strong gainsearlier in the cycle. Other advertising, principally display, continued torecord solid growth in the period. Revenues from online products grew 14%, led by a good performance from PerfectInformation and continued strong growth in internet advertising, particularlyrecruitment, which increased by 50% year on year, offsetting a relatively flatrecruitment performance in the magazines. Events revenues grew 5%, with stronggrowth in exhibitions and awards offset by softness in topic-based conferences. Centaur has a strong record of successful organic growth, with most of itscurrent portfolio having been launched rather than acquired. During the period,we launched two new magazines. Move or Improve is an extension of themarket-leading magazine Homebuilding & Renovating and Modern Carpets andTextiles is published by the Hali magazine team. These incurred a small loss inthe period. A third magazine, Lending Strategy, has just been launched by itssister publication, Mortgage Strategy. Each of these magazines is designed to bepublished monthly and they are expected to trade close to break-even inaggregate in this first year of launch, moving into profit in the followingyear. Our major new product, Finance Week, continued to build circulations during theperiod. However in view of the opportunities to extend the magazine's reach toa wider audience, we announced in February 2006 that we have converted FinanceWeek to an exclusively online format. It is believed that this will enhancerevenue opportunities and result in a lower cost base for the service. We also ran a number of new meetings-based or awards events. The most importantof these in the period was the Mortgage Summit, which was launched in Spain inSeptember 2005 and which, due to strong demand from delegates, will be repeated in June 2006. In September 2005 we also ran the first Logistics Link exhibition,following its acquisition with the magazine Logistics Manager in January 2005.The second Logistics Link exhibition has just run successfully in February 2006and we have planned to run a third show in June 2006. We announced two small acquisitions during the period. The purchase from UKTP, in October 2005 for £0.3 million, brought us the magazine Supply Chain Business(which we have integrated with Logistics Manager) and the magazine LogisticsEurope and its related Awards. This is a small acquisition, which is expected tohave little impact on current year results, but which serves to consolidateCentaur's position at the centre of this important sector. In December 2005 weacquired the fortnightly magazine The Recruiter for £4 million. This is theleading title serving the recruitment sector and we anticipate attractive growthopportunities through extensions of the brand. The first of these, a website, isplanned to be launched in the second half. The Recruiter is currently trading in line with expectations and the acquisitionis expected to provide a modest positive contribution to earnings in the currentfinancial year. In January 2006 we acquired the monthly magazine Period Living for £1.5 million.This strong brand is expected to fit well into Centaur's growing portfolio ofspecialist consumer businesses, centred on our successful brand, Homebuilding &Renovating "(HBR)". HBR's target market is those people in the UK who buildtheir own homes. Readers in this market have a high information need and as aresult, we consider the business model and opportunities for brand extensions tobe highly complementary with those of business to business publishing. PeriodLiving is also expected to provide a positive contribution to earnings in thecurrent financial year. In March 2006 we have announced the acquisition of the website Headline Money for a maximum consideration of £1.2 million. This is also expected to provide asmall positive contribution to earnings in the current financial year. These acquisitions have been funded from the Company's cash resources. Operatingcash flow was strong during the period and net cash balances at 31 December2005, after payment of the full consideration for the UKTP magazines and The Recruiter, amounted to £7.9 million, net of loan note deposits, compared with an equivalent balance of £10.0 million at 30 June 2005. The Board has declared an interim dividend of 0.6p per share (2004: 0.5p). Theinterim dividend will be paid on 21 April 2006 to shareholders on the shareregister at 24 March 2006. Review of divisional results With the adoption of IFRS, we have identified five major operating businesssegments, the results of which we will report in our Report and Accounts. Theseare Legal & Financial; Marketing, Creative & New Media; Construction &Engineering; Perfect Information and Other. The reporting of the results ofthese Divisions emphasises the strong community focus that underlies Centaur'sstrategy and best reflects the way that the business is managed. Legal & Financial Revenues grew 10% in the period compared with the corresponding period in 2004/05 and further cost savings led to EBITDA margins rising to 25% (2004:18%). This division's target markets - lawyers and IFA's - continued to strengthen, benefiting the major established brands in this division. In the IFA sector, where investment and mortgages have been particularly robust, the more recently launched weekly magazines Mortgage Strategy and Fund Strategy continued to deliver rapid growth in turnover and profits. In the legal sector, The Lawyer delivered further strong growth, reflecting the ongoing high levels of corporate legal activity. Thelawyer.com revenue growth continued to accelerate and margins significantly improved. Marketing, Creative & New Media Revenues declined 4% on the corresponding period in 2004/05 and EBITDA marginsfell back to 8% (2004: 15%). The recent weakness in consumer confidence,as most clearly demonstrated in the retail and consumer goods sectors, had anadverse impact on the marketing and creative division. Although overall divisionrevenues declined market shares were broadly stable in volume terms.Recruitment and Conference revenues were affected most by the underlying marketsoftness. A number of new product initiatives were developed in order to support revenues but direct costs increased due to the impact of this less favourable sales mix, resulting in lower margins. Engineering & Construction Revenues grew 11% and margins recovered to 16% (2004: 7%). The engineeringsector is feeling the effects of high energy and input materials costs.Nevertheless, The Engineer continued its steady recovery, reflecting itssuccessful re-positioning as the UK's leading news magazine for technology andinnovation. During the period it generated a high level of principallyvolume-led revenue growth complemented by the impact of prior period costreduction initiatives. The Engineer Online also generated strong revenue growth,albeit from a low level, and benefited from a lower cost base. In Construction,the relatively soft landing experienced to date by the housing market has alsoenabled Homebuilding & Renovating magazine and its related exhibitions to showfurther modest growth. Perfect Information Revenues grew 8% and Perfect Information (PI) delivered an EBITDA of £0.6million against a loss of £0.05 million in the comparative period. Demand inPI's core investment banking market in the UK has increased due to high levelsof M&A activity, although the market remains price sensitive. During the sixmonths to 31 December 2005, the growth in revenues, led by further growth insubscriptions to PI's core filings product, was enhanced by the favourableimpact of cost saving initiatives undertaken in the prior year period. PerfectAnalysis, whose development as a pure web-based solution (PA Web) continuedduring the period, also contributed modestly to the revenue growth in theperiod. PA Web was launched as planned in February 2006 and is expected to makea positive profit contribution from the final quarter of this financial year. Other Revenues grew 28% in the period, but EBITDA losses increased to £0.8 million(2004: £0.7 million). The key brands in this group are Employee Benefits,Business Travel, Finance Week, Hali and Televisual. Employee Benefits andBusiness Travel both performed well in the period, with the latter staging theBusiness Travel Show in Dusseldorf in October 2005. This was a successful show, which made a small profit contribution following last year's launch show lossesof £0.2 million. Finance Week's (FW) revenues in the period were £0.2 million ahead of the previous year, but its costs were significantly higher, as a resultof increased circulations and staffing costs. As a result, FW losses increased to £0.9 million (2004: £0.7 million). Hali and Televisual both experienceddifficult market conditions and their profitability declined as a result.Logistics Manager and the "UKTP" magazines and Recruiter had little impact on the results in the period. Management succession As indicated in the Company's listing particulars at the time of its admissionto AIM in March 2004, it is intended to separate the roles of Chairman and ChiefExecutive by the time of the Annual General Meeting this year. The process to achieve this objective is underway. Current trading & outlook The overall outlook for the second half is positive and we expect further yearon year growth in revenues and profits in the six months to June 2006. Mostparts of the business are currently trading comfortably ahead of last year. With a strong pipeline of new products and further growth in our establishedbusiness, we are confident of a positive outcome for the full year. Analysis of results Six months to Six months to 31 December 2005 31 December 2004 Turnover EBITDA Turnover EBITDA £' 000 £' 000 £' 000 £' 000 ---------------------------------------------By DivisionLegal and Financial 10,097 2,558 9,182 1,671Marketing, Creative and New Media 10,563 843 11,001 1,596Construction and Engineering 5,945 965 5,362 360Perfect Information 2,956 600 2,733 (46)Other 4,248 (833) 3,324 (734)------------------------------------------------------------------------------- 33,809 4,133 31,602 2,847------------------------------------------------------------------------------ By SourceRecruitment advertising 5,388 - 5,145 -Other advertising 13,386 - 12,310 -Circulation Revenue 2,551 - 2,691 -Online subscriptions 3,614 - 3,169 -Events 8,465 - 8,063 -Other 405 - 224 ------------------------------------------------------------------------------- 33,809 - 31,602 ------------------------------------------------------------------------------- By Product TypeMagazines 18,617 2,073 17,836 2,231Events 8,465 987 8,063 531Online products 5,636 869 4,955 (74)Other 1,091 204 748 159------------------------------------------------------------------------------ 33,809 4,133 31,602 2,847------------------------------------------------------------------------------ By MaturityExisting communities - established products 27,675 5,119 26,035 4,041 - new products (1) 4,972 188 5,118 (46) ------------------------------------------------------------- Underlying turnover and EBITDA 32,647 5,307 31,153 3,995 Acquisitions (2) 953 (287) 405 (472)New communities - new products (3) 209 (887) 44 (676)------------------------------------------------------------------------------- 33,809 4,133 31,602 2,847============================================================================== 1. New products are defined as any product launched in the last three yearsand are reported by reference to the three years preceding each reporting date.A community is defined by reference to the consumers of the relevant products. 2. Acquisitions are also reported by reference to the three years precedingeach reporting date. 3. A new community is defined as any group of consumers not previouslyserved by any products in the three years preceding each reporting date. Independent review report to Centaur Holdings plc Introduction We have been instructed by the company to review the financial information forthe six months ended 31 December 2005 which comprises the consolidated interimbalance sheet as at 31 December 2005 and the related consolidated interim statements of income, cash flows and changes in shareholders' equity for the six months then ended and related notes. We have read the other informationcontained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, isthe responsibility of, and has been approved by the directors. The directors areresponsible for preparing the interim report in accordance with the ListingRules of the Financial Services Authority. The next annual financial statements of the group will be prepared in accordancewith accounting standards adopted for use in the European Union. This interimreport has been prepared in accordance with the basis set out on page 14. The accounting policies are consistent with those that the directors intend touse in the next annual financial statements. As explained on page 14, there is,however, a possibility that the directors may determine that some changes arenecessary when preparing the full annual financial statements for the first timein accordance with accounting standards adopted for use in the European Union.The IFRS standards and IFRIC interpretations that will be applicable and adoptedfor use in the European Union at 30 June 2006 are not known with certainty atthe time of preparing this interim financial information. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4issued by the Auditing Practices Board for use in the United Kingdom. A reviewconsists principally of making enquiries of group management and applyinganalytical procedures to the financial information and underlying financial dataand, based thereon, assessing whether the disclosed accounting policies havebeen applied. A review excludes audit procedures such as tests of controls andverification of assets, liabilities and transactions. It is substantially lessin scope than an audit and therefore provides a lower level of assurance.Accordingly we do not express an audit opinion on the financial information.This report, including the conclusion, has been prepared for and only for thecompany for the purpose of the Listing Rules of the Financial Services Authorityand for no other purpose. We do not, in producing this report, accept or assumeresponsibility for any other purpose or to any other person to whom this reportis shown or into whose hands it may come save where expressly agreed by ourprior consent in writing. Review conclusion On the basis of our review we are not aware of any material modifications thatshould be made to the financial information as presented for the six monthsended 31 December 2005. PricewaterhouseCoopers LLPChartered AccountantsLondon 9 March 2006 Notes: (a) The maintenance and integrity of the Centaur Holdings plc web site is theresponsibility of the directors; the work carried out by the auditors does notinvolve consideration of these matters and, accordingly, the auditors accept noresponsibility for any changes that may have occurred to the interim reportsince it was initially presented on the website. (b) Legislation in the United Kingdom governing the preparation anddissemination of financial information may differ from legislation in otherjurisdictions. Consolidated Income Statement for the 6 months ended 31 December 2005 Unaudited Unaudited Unaudited 6 months ended 6 months ended Year ended 31 December 31 December 30 June 2005 2004 2005 ------------------------------------------ Notes £'000 £'000 £'000 Revenue 1 33,809 31,602 72,215 Cost of sales (18,603) (18,317) (39,248)--------------------------------------------------------------------------------Gross profit 15,206 13,285 32,967 Distribution costs (2,109) (1,994) (4,164)Administrative expenses (8,465) (10,410) (19,919)--------------------------------------------------------------------------------EBITDA before exceptionalcosts 1 4,133 2,847 12,212 Depreciation of property,plant and equipment (319) (436) (557)Amortisation of intangibles 5 (987) (784) (1,829)Share-based payments (195) (261) (457)Exceptional administrativecredit / (cost) 6 2,000 (485) (485)-------------------------------------------------------------------------------- Operating profit 4,632 881 8,884 Interest payable and similarcharges - (5) (3)Interest receivable 220 127 295Share of post tax profitfrom associate 50 39 27--------------------------------------------------------------------------------Profit before tax 4,902 1,042 9,203 Taxation 2 (927) (405) (2,754)-------------------------------------------------------------------------------- Profit for the period 3,975 637 6,449==============================================================================-- Earnings per share expressedin pence per share - Basic 4 2.66 0.43 4.35 - Diluted 4 2.65 0.43 4.31==============================================================================-- The Group has no recognised income or expense for the period other than theprofit stated above. Consolidated balance sheet at 31 December 2005 31 December 31 December 30 June 2005 2004 2005 ----------------------------------------- Notes £'000 £'000 £'000 AssetsNon-current assetsGoodwill 138,426 138,426 138,426Intangible assets 5 8,328 3,596 4,076Property, plant andequipment 2,156 1,762 2,096Investments accounted forusing equity method 262 224 212Deferred tax assets 460 1,749 1,249------------------------------------------------------------------------------- 149,632 145,757 146,059------------------------------------------------------------------------------- Current assetsInventories 1,890 1,529 1,320Trade and otherreceivables 14,478 14,209 15,698Cash and cash equivalents 10,183 9,167 12,480------------------------------------------------------------------------------- 26,551 24,905 29,498------------------------------------------------------------------------------- LiabilitiesCurrent liabilitiesTrade and other payables (23,479) (23,528) (22,799)Current tax liabilities - - (461)Provisions - (546) -------------------------------------------------------------------------------- (23,479) (24,074) (23,260)------------------------------------------------------------------------------- Net current assets 3,072 831 6,238------------------------------------------------------------------------------- Non-current liabilitiesDeferred tax liabilities (1,112) (1,112) (1,112)Provisions 6 (500) (2,500) (2,500)------------------------------------------------------------------------------- (1,612) (3,612) (3,612)------------------------------------------------------------------------------- Net assets 151,092 142,976 148,685=============================================================================== Shareholders' equityOrdinary shares 14,932 14,799 14,932Share premium 287 127,047 287Other reserves 2,218 1,827 2,023Retained earnings 133,655 (697) 131,443------------------------------------------------------------------------------- Total shareholders'equity 7 151,092 142,976 148,685=============================================================================== The interim financial statements on pages 11 to 20 were approved by the Board ofDirectors on 9 March 2006 and were signed on its behalf by G.T.D.WilmotDirector Consolidated cash flow statement for the 6 months ended 31 December 2005 Unaudited Unaudited Unaudited 6 months ended 6 months ended Year ended 31 December 31 December 30 June 2005 2004 2005 ------------------------------------------ Notes £'000 £'000 £'000 Cash flows from operatingactivities Cash generated fromoperations 8 5,182 2,627 9,646Interest received 174 119 293Interest paid - (51) (49)Tax paid (570) 54 (1,105)------------------------------------------------------------------------------------- Net cash from operatingactivities 4,786 2,749 8,785------------------------------------------------------------------------------------- Cash flows from investingactivities Proceeds from the sale ofsubsidiary 416 417 417Purchase of property, plantand equipment (379) (244) (742)Proceeds from sale ofproperty, plant andequipment 1 18 16Purchase of intangibleassets (5,137) (842) (2,387)------------------------------------------------------------------------------------- Net cash used in investingactivities (5,099) (651) (2,696)------------------------------------------------------------------------------------- Cash flows from financingactivities Net proceeds from issue ofordinary share capital - - 420Repayment of loan notes (192) (583) (941)Dividends paid toshareholders (1,792) (1,480) (2,220)------------------------------------------------------------------------------------- Net cash used in financingactivities (1,984) (2,063) (2,741)------------------------------------------------------------------------------------- Net (decrease) / increase incash and cash equivalents (2,297) 35 3,348 Cash and cash equivalents at1 July 12,480 9,132 9,132-------------------------------------------------------------------------------------Cash and cash equivalents 10,183 9,167 12,480===================================================================================== Basis of preparation These interim financial statements have been prepared in accordance withInternational Financial Reporting Standards and with those parts of theCompanies Act 1985 applicable to companies reporting under IFRS. The financialstatements have been prepared under the historical cost convention in accordancewith the accounting policies the Group expects to be applicable at 30 June 2006.These policies are set out in a separate announcement issued today on the impactof adopting International Reporting Standards ("IFRS's"). The IFRS's and interpretations issued by both the Standing InterpretationsCommittee and the International Financial Reporting Interpretations Committee("IFRIC") that will be applicable at 30 June 2006, including those that will beapplicable on an optional basis, are not known with certainty at the time ofpreparing these interim financial statements. These figures may thereforerequire amendment to change the basis of accounting or presentation of certainfinancial information, before their inclusion in the IFRS financial statementsfor the year ending 30 June 2006, which will be the Group's first full set ofIFRS financial statements. As permitted, the interim financial statements have been prepared in accordancewith the UK listing rules and not in accordance with IAS 34 "interim FinancialReporting". Detailed reconciliations of equity and profit following the adoptionof IFRS are available on the Group's website at www.centaur.co.uk and a summaryof these reconciliations appears in note 9. These interim financial statements are unaudited and do not constitute statutoryaccounts within the meaning of Section 240 of the Companies Act 1985.Comparative figures for six months ended 31 December 2004 and the year ended 30June 2005 have been restated to reflect the changes required by IFRS and are notthe Group's statutory accounts for those periods. Notes to the interim financial statements 1 Segmental reporting Primary reporting format - business segments The group is organised into five main business segments: Six months Legal and Marketing, Construction Perfect Other Unallocated Groupended 31 Financial Creative and and Engineering InformationDecember 2005 New Media £' 000 £' 000 £' 000 £' 000 £' 000 £' 000 £' 000------------------------------------------------------------------------------------------------------ Revenue 10,097 10,563 5,945 2,956 4,248 - 33,809------------------------------------------------------------------------------------------------------ EBITDA beforeexceptionalcosts 2,558 843 965 600 (833) - 4,133 Depreciationof property,plant andequipment (65) (86) (50) (68) (50) - (319)Amortisationof intangibles (223) (175) (81) (384) (124) - (987)Share basedpayments - - - - - (195) (195)Exceptionaladministrativecredit - - - 2,000 - - 2,000------------------------------------------------------------------------------------------------------ Segment result 2,270 582 834 2,148 (1,007) (195) 4,632 Interest Income - - - - - 220 220Share of posttax profitfrom associate 50 - - - - - 50------------------------------------------------------------------------------------------------------ Profit beforetax 2,320 582 834 2,148 (1,007) 25 4,902 Income taxes - - - - - (927) (927)------------------------------------------------------------------------------------------------------ Profitattributableto equityshareholders 2,320 582 834 2,148 (1,007) (902) 3,975------------------------------------------------------------------------------------------------------ Notes to the interim financial statements 1 Segmental reporting (continued) Six months Legal and Marketing, Construction Perfect Other Unallocated Groupended 31 Financial Creative and and Engineering InformationDecember 2004 New Media £' 000 £' 000 £' 000 £' 000 £' 000 £' 000 £' 000----------------------------------------------------------------------------------------------------- Revenue 9,182 11,001 5,362 2,733 3,324 - 31,602----------------------------------------------------------------------------------------------------- EBITDA beforeexceptionalcosts 1,671 1,596 360 (46) (734) - 2,847 Depreciationof property,plant andequipment (50) (75) (51) (217) (43) - (436)Amortisationof intangibles (229) (173) (68) (213) (101) - (784)Share basedpayments - - - - - (261) (261)Exceptionaladministrativecost - - - - - (485) (485)----------------------------------------------------------------------------------------------------- Segment result 1,392 1,348 241 (476) (878) (746) 881 Interestpayable andsimilarcharges - - - - - (5) (5)Interest Income - - - - - 127 127Share of posttax profitfrom associate 39 - - - - - 39----------------------------------------------------------------------------------------------------- Profit beforetax 1,431 1,348 241 (476) (878) (624) 1042 Income taxes - - - - - (405) (405)----------------------------------------------------------------------------------------------------- Profitattributableto equityshareholders 1,431 1,348 241 (476) (878) (1029) 637===================================================================================================== 2 Taxation The tax charge for the period has been calculated by as follows: £'000Profit on ordinary activities before taxation 4,902 Add back:Exceptional administrative credit (2,000)Disallowed expenses 188-------------------------------------------------------------------------------- Taxable profits 3,090-------------------------------------------------------------------------------- Tax at 30% 927================================================================================ 3 Dividends An interim dividend of 0.6p (2004: 0.5p) per 10p ordinary share is proposed.This amounts to £896,000 and will be paid on 21 April 2006 to all shareholderson the register as at 24 March 2006. 4 Earnings per share The calculations of earnings per share are based on the following profits andnumbers of shares: Six months to 31 December 2005 Six months to 31 December 2004 Weighted Weighted average no. of Per-share average no. per share Earnings shares amount Earnings of shares amount £' 000 millions pence £' 000 millions pence ---------------------------------------------------------------------Basic EPSEarnings attributableto ordinary shareholders 3,975 149.3 2.66 637 148.0 0.43----------------------------------------------------------------------------------- Effect of dilutivesecurities Options - 0.5 - - 1.4 --------------------------------------------------------------------------------------Diluted basicEPS 3,975 149.8 2.65 637 149.4 0.43 Adjusted EPS Earnings attributableto ordinary shareholders 3,975 - - 637 - - Amortisation of brandsand publishingrights 37 - - 5 - - Share based payments (net of deferred tax) 186 - - 252 - - Exceptionaladministrative(credit) / cost (2,000) - - 485 - --------------------------------------------------------------------------------------Adjustedprofit for theperiod 2,198 149.3 1.47 1,379 148.0 0.93 Effect ofdilutivesecuritiesOptions - 0.5 - - 1.4 --------------------------------------------------------------------------------------Dilutedadjusted EPS 2,198 149.8 1.47 1,379 149.4 0.92===================================================================================== 5 Intangible assets Brands/ publishing Computer rights software Total ------------------------------------------------------ £'000 £'000 £'000Cost At 1 July 2005 688 8,352 9,040Additions 4,355 463 4,818Additions - internallygenerated - 421 421-------------------------------------------------------------------------------- At 31 December 2005 5,043 9,236 14,279================================================================================ Aggregate amortisation At 1 July 2005 18 4,946 4,964Charge for the period 37 950 987-------------------------------------------------------------------------------- At 31 December 2005 55 5,896 5,951================================================================================ Net book amount At 31 December 2005 4,988 3,340 8,328 At 30 June 2005 670 3,406 4,076================================================================================ The additions of £4,355,000 within brands and publishing rights relates to theacquisitions of the "UKTP" magazines and The Recruiter and is comprised of cashconsideration of £4,253,000 and acquired net liabilities of £102,000. 6 Exceptional administrative credit / (cost) Centaur Holdings plc acquired the Centaur Communications Group in March 2004.The net assets acquired included a contingent consideration payable tothe previous shareholders of the Synergy Group ("Synergy") and is based on theprofits of Synergy to 30 June 2007. At 31 December 2005 the provision for this consideration has been reassessed and reduced to £500,000 resulting in a release to the profit and loss account of £2 million. The release of this provision has been treated as an exceptional item. The exceptional cost of £485,000 in the six months ended 31 December 2004 relates to fee's in respect of the admission of Centaur Holdings plc to the official list of the London Stock Exchange on 17 December 2004. 7 Statement of changes in shareholders' equity 6 months ended 6 months ended Year ended 31 December 31 December 30 June 2005 2004 2005 ------------------------------------------------------- £'000 £'000 £'000 At 1 July 2005 148,685 143,525 143,525 New share capital issued - - 420Share options - value ofemployee services 224 294 511Profit for the period 3,975 637 6,449Dividends (1,792) (1,480) (2,220)-------------------------------------------------------------------------------- At 31 December 2005 151,092 142,976 148,685================================================================================ 8 Cash flow from operating activities Cash generated from operations 6 months ended 6 months ended Year ended 31 December 31 December 30 June 2004 2005 2005 ---------------------------------------------- £'000 £'000 £'000 Profit for the period 3,975 637 6,449 Adjustments for:Tax 927 405 2,754Depreciation 319 436 557Profit on disposal of property,plant and equipment (1) (16) (11)Amortisation of intangibles 987 784 1,829Interest income (220) (127) (295)Interest expense - 5 3Share of associates' profit (50) (39) (27)Share option charge 195 261 457 Changes in working capital(excluding effects of acquisitionsand disposals of subsidiaries)Increase in inventories (570) (344) (135)Decrease / (increase) in tradeand other receivables 1,037 (904) (2,601)Increase in payables 583 1,824 1,507Decrease in provisions (2,000) (295) (841)-------------------------------------------------------------------------------- Cash generated from operations 5,182 2,627 9,646================================================================================ 9 Adoption of International Financial Reporting Standards ("IFRS") The following tables provide a summarised reconciliation of equity and profitfollowing the adoption of IFRS. A statement containing detailed reconciliationsis also published today and is available on the Group's website atwww.centaur.co.uk. Reconciliation of profit before taxation Six months Year ended ended 31 December 30 June 2004 2005 ---------------------------------------- £' 000 £' 000 (Loss) / profit beforetax previously reported underUK GAAP (2,693) 2,616 IFRS adjustments: Amortisation of goodwill 3,555 7,034 Share based payments andother employee benefits 180 (447)------------------------------------------------------------------------------ Profit before tax inaccordance with IFRS 1,042 9,203 Taxation:Taxation as previouslyreported under UK GAAP (414) (2,760) Tax effect ofIFRS adjustments 9 6------------------------------------------------------------------------------- (405) (2,754)-------------------------------------------------------------------------------Profit for the period inaccordance with IFRS 637 6,449=============================================================================== Reconciliation of equity 31 December 30 June 2004 2005 --------------------------------------- £' 000 £' 000 Total equity previouslyreported under UK GAAP 138,625 140,216 IFRS adjustments:Amortisation of goodwill 3,555 7,034Dividends 740 1,792Employee benefits - holiday pay - (431)Deferred tax 56 74-------------------------------------------------------------------------------- Total equity in accordancewith IFRS 142,976 148,685================================================================================ This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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