Centaur Regulatory News (CAU)

15 September 2011

Centaur Media plc

Final results

Centaur Media plc (LSE: CAU), the business information and events group, has published its full year results for the year to 30 June 2011.

Financial

·; Revenue up 14% to £68.3m (FY10 £59.9m)

·; Adjusted EBITDA up 50% to £9.9m (FY10: £6.6m)

·; Adjusted EBITDA margins increased from 11% to 14%

·; Adjusted profit before tax up 63% at £6.5m (FY10: £4.0m)

·; Loss before tax of £30.3m (FY10: profit £2.6m) includes non-cash impairment charge of £32.2m and exceptional charge of £3.4m

·; Adjusted basic EPS up 55% to 3.4p (FY10: 2.2p)

·; Proposed full year dividend up 18% to 2.0p (FY10: 1.7p)

·; Cash conversion 125% (FY10: 112%)

Operational

·; Digital revenues account for 26% of total revenues

·; Digital advertising revenues up 19%

·; Major restructuring programme completed to drive faster revenue growth and margin improvement

o Three divisions established: Business Publishing, Business Information and Exhibitions

o New senior management team in place

o Disposal programme of non-core assets well advanced

·; Acquired The Forum for Expatriate Management ("FEM") and Investment Platforms ("IPL")

1. Adjusted EBITDA is earnings before interest, tax, depreciation and amortisation, excluding exceptional items, impairment charges and other significant non-cash items including share based payments

2. Adjusted PBT (PBTA) is profit before tax, excluding the impact of amortisation of acquired intangibles, impairment charges and exceptional items.

3. Adjusted EPS is based on the basic EPS but after making adjustments for amortisation on acquired intangibles, impairment charges and exceptional items. See note 4.

4. Cash conversion rate is operating cash flow ("OCF") expressed as a percentage of adjusted operating profit. OCF is defined as cash generated from operations, less capital expenditure on property, plant and equipment and software, and excluding the cash impact of exceptional items. Adjusted operating profit is operating profit after making adjustments for amortisation on acquired intangibles, impairment charges and exceptional items.

5. Underlying growth rates adjust for the impact of acquisitions.

Geoff Wilmot, CEO said:

"This is an encouraging set of results with adjusted profits, earnings and cash generation all significantly improved. The 18% increase in the dividend is both a recognition of these results and a signal of our confidence that we now have in place a stronger platform for growth.

"We have restructured our business into three distinct operating units: business publishing, business information and exhibitions. We have made a number of senior management appointments. We have made small, but important bolt-on acquisitions as well as disposals, as we optimise our portfolio.

"Centaur has acquired momentum and is well placed as a preferred provider of business information and services to our professional and commercial markets of choice."

Enquiries

Strategic overview

Centaur is a leading provider of business information to high value professional and commercial markets. The Groups delivers its services through market-leading brands operating across three principal media formats: digital, print and events.

The strategic objectives are as follows:

·; To build market leading positions in high growth markets in the UK and internationally.

·; To increase the proportion of revenues generated from digital media, high value subscriptions and events, and reduce the relative dependency on print and advertising.

·; To invest in high quality content and digital platforms that strengthen the Group's position across all its markets.

·; To leverage scale to deliver rapid growth in EBITDA margins and cash flow.

Centaur aims to achieve these objectives through a combination of strong organic growth, new product development and selected acquisitions. All investment across the business is rigorously measured against these strategic objectives.

Restructuring

In June 2011, the Group announced restructuring initiatives that involved the strengthening of the senior management team, rationalisation of publishing operations and the sale of a number of non-core assets.

The key elements of the restructuring were:

·; Merging the legal and financial publishing businesses

·; Merging the marketing and creative publishing businesses. Design Week and New Media Age are now published in digital format only

·; Merging the HR and Engineering publishing businesses; and

·; The planned disposal of assets in certain niche markets.

Following the restructuring, the Group now reports across three divisions: Business Publishing; Business Information; and Exhibitions. The Group is managed by an Operating Board responsible for the implementation of Group strategy, comprising CEO Geoff Wilmot, Interim FD Mark Kerswell and three divisional heads: MD of Business Publishing - Tim Potter; MD of Business Information - Simon Middelboe; and MD of Exhibitions - Andrew Evans.

While Centaur will continue to retain and encourage commercial autonomy and ownership across each of its businesses, this new structure will enable it to scale the business better, manage costs harder, exploit revenue opportunities across the divisions and vertical markets more effectively and manage the portfolio of businesses more actively.

This restructuring has been completed and the new structure will help accelerate revenue growth in the current financial year and deliver a marked improvement in adjusted EBITDA margins. The Group is already seeing the benefits in the following areas:

·; A higher margin and better balanced portfolio, with an enhanced focus on digital media

·; A more focused organisation, providing a stronger platform for growth and facilitating effective integration of acquisitions

·; Benefits of scale and process efficiencies within the new publishing groups, enabling greater investment in digital operations, marketing, event management and new product development

·; A stronger senior management infrastructure to support faster growth

The planned disposals of non-core assets are expected to be completed before the end of December 2011.

The three divisions are made up as follows:

Business Publishing

The print, digital and related events activities for the portfolio of leading B2B publications in the Marketing and Creative, Legal and Financial, and Corporate Services communities. Corporate Services includes activities across the HR and Engineering markets. Leading brands include Marketing Week, Creative Review, The Lawyer, Money Marketing, Employee Benefits and The Engineer. Taxbriefs and FEM, acquired in May 2010 and April 2011 respectively are also reported in this division.

Business Information

Perfect Information ("PI"), a digital business that provides work flow solutions and global financial information across the corporate advisory sector, including investment banks, brokerage firms, consultancy, accounting and law firms.

Exhibitions

The trade and consumer exhibitions business and specialist consumer publishing portfolio. Leading exhibitions include Marketing Week Live, The Employee Benefits Show, The National Homebuilding and Renovating portfolio and The National Home Improvement Show. Specialist consumer publishing titles include Period Living, Real Homes, and Homebuilding and Renovating.

Financial review

Centaur reported a strong recovery in revenues and margins in the year ended 30 June 2011 despite an uncertain economic backdrop. The Group reported revenue growth of 14%, with digital advertising revenues up 19%,

The Group continued to successfully migrate its business onto digital platforms, with the core Business Publishing websites posting a 28% increase in revenues. At the same time, core print publications also delivered revenue growth of 19%, reflecting their strong market positions.

Adjusted EBITDA increased by 50% to £9.9m (FY10: £6.6m), driven by revenue growth of 14% and an increase in adjusted EBITDA margins from 11% to 14%. Adjusted profit before tax increased by 63%.

These are strong results which reflect the quality of the Group's core assets, the efforts to closely manage the cost base throughout FY10 and FY11, supported by continued investment in new products and bolt-on acquisitions.

The growth in adjusted EPS, up 55% to 3.4p (FY10: 2.2p), provides the context for the Board's recommendation of a final dividend of 1.3p per share, giving a full year dividend of 2.0p (FY10: 1.7p). This 18% increase in full year dividend reflects the Board's confidence in the future prospects for the Group.

These results also demonstrate the Group's ability to convert adjusted operating profits into operating cash flow, with operating cash flow increasing by 83% to £8.4m (FY10: £4.6m). The cash conversion rate for the Group increased to 125% (FY10: 112%).

The restructuring programme significantly impacted the reported results in FY11. The reported loss before taxation of £30.3m includes a non-cash impairment charge of £32.2m and exceptional costs related to the June restructuring programme of £2.9m. The restructuring initiatives, while having a material impact on the reported statutory results, do not impact the underlying trading performance of the Group.

Throughout this financial review, the Group refers to both adjusted and statutory results. Adjusted results are presented to provide a more comparable view on the underlying results.

Segmental reporting

As a consequence of the restructuring initiatives announced in June 2011, the Group has adopted a new segmental reporting structure. The new reporting segments reflect the way the business is now managed and simplifies the way the Group reports revenue and profit performance across each of its businesses.

Revenue and adjusted EBITDA by division are set out below, together with the respective reported and underlying growth rates.

Revenue

Total Group revenues grew by 14% from £59.9m to £68.3m. Growth rates were steady across each quarter of the financial year, with revenue increasing by 17% in the seasonally strongest final quarter.

Underlying revenue growth, adjusted for the impact of the Taxbriefs and FEM acquisitions, was 11%. Digital revenues across all three divisions accounted for 26% of total FY11 revenues, with digital advertising revenues 19% ahead of the prior year.

Business Publishing revenues grew 18% from £39.7m to £46.8m. Excluding the impact of acquisitions of FEM and Taxbriefs, underlying revenue growth for Business Publishing was 13%. This included a 24% increase in recruitment advertising across all the major recruitment brands, principally Marketing and Legal.

Total advertising revenue growth was 14%. Event revenues within the Business Publishing division increased by £2.2m (28%), of which £0.5m related to the acquisition of FEM. The remaining growth in events revenues was driven by an increase in revenues from all Industry Awards including the newly launched Legal summit events and growth in Financial Services summits.

Paid-for content within Business Publishing showed growth of 28%, which is largely attributable to the full year impact of the Taxbriefs acquisition.

Business Information, which currently comprises only includes PI, continued to grow steadily with a 7% increase in revenues. PI's revenues are predominantly digital paid-for content.

The Exhibitions division showed overall revenue growth of 6%. Exhibition revenues, excluding Consumer Publishing, grew by 11% mainly due to strong growth in the Home Interest exhibitions, Marketing Week Live and Employee Benefits Live. Consumer Publishing revenues, which currently account for approximately one third of this division's revenues declined by 2%. Although advertising revenues showed resilience with 2% growth, revenue from copy sales and subscriptions declined by 5% due to continued weak consumer confidence.

EBITDA and adjusted profit before tax

The different measures of profit used through this report are summarised in the following table:

Adjusted EBITDA margins improved by three percentage points from 11% to 14% with the strongest growth seen in the Business Publishing division, up from 6% to 12%.

Total Group costs on an adjusted EBITDA basis increased by 10% from £53.3m to £58.4m. £3.7m of this increase related to direct costs of sale and distribution expenses with an improvement in gross margins from 44% to 46%.

Total employment costs (excluding the impact of redundancy costs) were £28.3m, an increase of 3.3% on the previous year. Average headcount for the year was 622 compared to 628 for FY10. Headcount post the restructuring was reduced by approximately 10%.

Adjusted profit before tax increased by 63% to £6.5m (FY10: £4.0m). After taking into account the impairment charge, amortisation of acquired intangibles and exceptional costs, the Group reported a pre-tax loss of £30.3m (FY10: profit £2.6m).

Restructuring

The impact of the June 2011 restructuring programme on the FY11 reported statutory results is set out below:

·; Redundancy costs of £2.5m were incurred, which are reported within the exceptional cost charge of £3.4m and against which the Group expects to deliver annualised savings in excess of £1.5m. The Board is reinvesting some of these savings to strengthen management infrastructure and digital content creation.

·; There is a non-cash impairment charge of £32.2m related to the assets that are being sold or have closed and in relation to certain retained assets. The value of the remaining core assets is calculated to be significantly in excess of their carrying value.

·; The assets that are either being sold or closed contributed £7.0m to FY11 revenues and £0.6m to FY11 adjusted EBITDA.

Exceptional costs

£3.4m has been reported as an exceptional cost in FY11.

The majority of this cost related to the restructuring of the business. This resulted in redundancy costs of £2.5m, the impairment of software of £0.1m and post closure costs on discontinued products of £0.3m. Other redundancy costs from reorganisations reported in H1 FY11 resulted in a further £0.5m of exceptional cost.

Further information on exceptional costs is presented in note 2.

Taxation

A tax credit of £0.7m has been recognised. The majority of the impairment charge is not deductible for tax purposes. The total tax effect of the impairment charge, exceptional costs and amortisation of acquired intangibles was £2.4m. The adjusted tax charge was £1.7m, giving an adjusted effective tax rate (compared to PBTA) of 26% (FY10: 23%).

Earnings per share

The Group's adjusted EPS increased by 55% to 3.4p (FY10: 2.2p).

Basic loss per share was 21.2p (FY10: EPS 1.4p). Full details of the EPS calculations are presented in note 4.

Dividends

A final dividend of 1.3p per share is proposed, giving a total for the year of 2.0p (FY10: 1.7p) up 18%. The final dividend is subject to shareholder approval at the annual general meeting and will be paid on 9 December 2011 to all ordinary shareholders on the register at close of business on 11 November 2011.

The level of dividend cover against adjusted EPS at 1.7x (FY10: 1.3x) remains below the target level of between 2.0x to 3.0x across an economic cycle. The Board's view is that this is appropriate as the Group continues to recover from the recent recession and begins to see the benefits from the restructuring.

Acquisition of FEM

In April 2011 Centaur acquired FEM for a maximum consideration of £6.8m. This includes an initial cash consideration of £2.5m, a working capital adjustment of £0.3m (paid in July 2011) and a final payment of up to £4.0m. The fair value of the final payment is estimated at £0.8m, of which 10% is payable in January 2013 and the remaining balance in October 2013.

The cash outflow was £1.9m, comprising the initial cash consideration of £2.5m less £0.6m cash acquired with the business.

FEM has been reported within Business Publishing.

Financing and bank covenants

At 30 June 2011 the Group had a revolving credit facility with RBS of £5.0m. This provided adequate headroom for the Group's working capital requirements during this financial year and at 30 June 2011 the Group reported net cash of £2.0m. Since the year end, this facility has been increased to £8.0m and has been extended to 31 October 2012. This provides the Group with additional flexibility to fund bolt-on acquisitions.

Cash flow

Operating cash flow ("OCF") is defined as cash generated from operations, less capital expenditure required to maintain and develop the asset base of the Group, (property, plant and equipment and computer software) and after adjusting for any exceptional cash items.

The strength of OCF generation, representing the cash available for the stakeholders of the Group, continued to be a positive feature of the Group's financial performance, with the ratio of OCF to adjusted operating profit reported at 125% for the financial year (FY10: 112%).

In total, cash generated from operations (before cash expenditure in respect of exceptional items) amounted to £10.3m. Excluding the impact of exceptional cost accruals, working capital reduced from net liabilities of £3.3m at 30 June 2010 to £4.0m at 30 June 2011.

Capital expenditure

Capital expenditure on software and property, plant and equipment amounted to £1.9m (FY10: £2.1m) reflecting continued development of the PI portfolio of products, as well as further investment across the digital publishing platforms.

Balance sheet

The Group held net assets of £124.1m (FY10: £156.5m) at 30 June 2011 which are summarised as follows:

Deferred revenues were £9.4m at 30 June 2011, an increase of 32% on the previous year, reflecting growth in forward bookings in Business Publishing, increased re-book rates in Exhibitions and growth in the value of the subscription base in Business Information.

Goodwill and other intangible assets

An impairment charge of £32.2m has been booked in FY11 as part of the Group's restructuring of its business into three divisions: Business Publishing, Business Information and Exhibitions. Certain products have been closed and non-core assets have been disposed of. The goodwill and intangibles attached to these assets have been impaired to recoverable value. In addition, as a result of the restructure certain other retained assets have been subject to an impairment charge.

The assumptions used in the impairment review are detailed in note 5 to the financial statements.

Key performance indicators (KPIs)

The Board uses a range of performance indicators to monitor progress against these objectives and manage the business. The indicators which the Board considers to be important are as set out below:

Operational review

Business Publishing

Business Publishing, the largest division, delivered revenue growth of 18%, whilst margins doubled to 12%. Within the division, Marketing & Creative revenues increased by 13%, Legal & Financial by 25% and Corporate Services by 11%. The division also benefited from the acquisitions of FEM and Taxbriefs.

Within Marketing & Creative, the Marketing Week Engage awards delivered strong growth and record revenues for any Centaur awards event, reflecting the renewed strength of the Marketing Week brand following the investment in the brand over the previous two years. The Group also launched Pitch, an interactive showcase for marketing services agencies.

Within Legal & Financial, The Lawyer continued to expand its portfolio of summit-format events with three new events during the year: the Governance, Risk and Compliance Congress, the Funds Summit and the Private Client and Family Office Summit.

Fundweb, a data, research and news service for investment advisers combining Fund Strategy news with funds data provided by leading data provider Financial Express, was launched in the second half.

Within Corporate Services, both HR and Engineering experienced steady improvement in trading conditions through the year.

Business Information

Business Information performed strongly in FY11, with PI revenues growing 7% and adjusted EBITDA margins up 1 point to 38%. Renewal rates of 98% were supplemented by healthy growth in new business as the year progressed and the annual contract value of subscriptions at 30 June 2011 (which form the majority of PI revenues) were 22% ahead of prior year.

Significant incremental revenues were generated from three recently launched services: Equity Capital Markets Insight, Private Company Database, and Navigator - a workflow document analysis tool for corporate finance teams.

Exhibitions

Exhibitions revenue grew by 6% and adjusted EBITDA margins remained steady at 15%. Events revenues, which currently account for two thirds of divisional revenues, delivered 11% growth, driven by B2B events.

The Marketing Week Live event grew strongly in its third year, with revenues up 24% and visitor numbers up by 31%, making it the largest exhibition in the UK for marketing professionals. Specialist consumer exhibitions recovered well, whilst specialist consumer publishing revenues were down 2%, reflecting weak consumer confidence in the period.

Acquisitions

The Group completed two bolt-on acquisitions.

In April, the Group acquired FEM, the expatriate information and events business. FEM's revenues are currently generated principally through sponsorship of its events and through subscriptions. FEM is now fully integrated into the Corporate Services publishing group within in Business Publishing.

In August, Centaur acquired IPL, a specialist information business in the retail financial services sector, providing research data, analysis and advice on retail financial distribution and fund platforms. It also organises events for product providers and intermediaries. IPL is being integrated within the Legal & Financial publishing group within in Business Publishing and the Group expects benefits of that integration to flow through in the coming months.

Current trading and outlook

In the first two months of the new financial year Centaur has seen further growth in its operations. July and August are traditionally a quieter period for the publishing and event businesses, but the Group has experienced an encouraging start to the year. Centaur is already seeing the benefits of the restructuring flowing through, particularly within the Business Publishing division.

Centaur's business is now more focused, higher margin, better balanced and more resilient. With an experienced and ambitious management team in place, the Board is confident that the Group is now well positioned for future growth in revenues and margins.

Consolidated Statement of Comprehensive Income for the year ended 30 June 2011

Consolidated Balance Sheet at 30 June 2011

The financial statements were approved by the Board of Directors on 14 September 2011 and were signed on its behalf by:

M H Kerswell

Interim Group Finance Director

Consolidated Cash Flow Statement for the year ended 30 June 2011

Statement of Accounting Policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The consolidated and Company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and International Financial Reporting Interpretations Committee (IFRIC) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared on the historical cost basis.

These financial statements are presented in pounds sterling (GBP) as that is the currency of the primary economic environment in which the Group operates.

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, events or actions, the actual results may ultimately differ from those estimates.

(a) New and amended standards adopted by the group

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 July 2010.

·; Amendment to IAS 36, 'Impairment of assets' (effective for periods beginning on or after 1 January 2010). IFRS 8, 'Segment reporting', allows operating segments to be aggregated into higher level reportable segments if certain criteria are met. Previously, IAS 36 allowed goodwill to be allocated and assessed for impairment at the higher reportable segment level. However, the amendment to IAS 36 now requires goodwill to be allocated and assessed for impairment at the lower operating segment level. This has no impact on the Group for the current year.

(b) New and amended standards, and interpretations mandatory for the first time for the financial year beginning 1 July 2010 but not currently relevant to the group:

·; Annual improvements 2009 (effective 1 January 2010)

·; Amendment to IFRS 2, 'Share based payments - Group cash-settled share-based payment transactions' (effective 1 January 2010)

·; Amendments to IFRS 1 for additional exemptions (effective 1 January 2010)

·; Amendments IAS 32 Financial instruments: Presentation on classification of rights issues. (effective 1 February 2010)

·; Amendment to IFRS 1, First time adoption on financial instrument disclosures (effective 1 July 2010)

·; IFRIC 15, 'Arrangements for construction of real estates' (effective 1 January 2009 but EU endorsed for 1 January 2010)

·; IFRIC 19, 'Extinguishing financial liabilities with equity instruments' (effective 1 July 2010)

(c) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 July 2010 and not early adopted

·; IAS 34,'Interim financial reporting', has been amended by the 2010 Improvements to require the following disclosures in interim financial reports in respect of financial instruments, if they are significant: Impairments recognised on financial assets and the reversal of previous impairments; Changes in the business or economic circumstances that affect the fair value of the entity's financial assets and financial liabilities, whether those assets or liabilities are recognised at fair value or amortised cost; Transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments; Changes in the classification of financial assets as a result of a change in the purpose or use of those assets. The disclosures apply for accounting periods beginning on or after 1 January 2011.

·; IFRS 9, 'Financial instruments', issued in December 2009. This addresses the classification and measurement of financial assets and is likely to affect the Group's accounting for its financial assets. The standard is not applicable until 1 January 2013 but is available for early adoption.

·; Revised IAS 24, 'Related party disclosures', issued in November 2009. It supersedes IAS 24, 'Related party disclosures', issued in 2003. The revised IAS 24 is required to be applied from 1 January 2011. Earlier application, in whole or in part, is permitted.

·; 'Prepayments of a minimum funding requirement' (Amendments to IFRIC 14), issued in November 2009. The amendments correct an unintended consequence of IFRIC 14, 'IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction'. Without the amendments, entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions. The amendments are effective for annual periods beginning 1 July 2011. Earlier application is permitted.

The Directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Group.

Additional presentation within the consolidated statement of comprehensive income

The Group has presented separately on the face of the consolidated statement of comprehensive income an additional profit measure of adjusted EBITDA. Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation, exceptional costs and other significant non-cash items. This presentation has been provided as the Directors believe that this measure reflects more clearly the ongoing operations of the Group. In FY11 and FY10, share based payment costs have been treated as a significant non-cash item.

Exceptional items

The Group considers items of income and expenses as exceptional items and discloses them separately where the nature of the item, or its size, is likely to be material so as to assist the user of the financial statements to better understand the results of the operations of the Group.

Goodwill

Where the cost of a business acquisition exceeds the fair values attributable to the separable net assets acquired, the resulting goodwill is capitalised and allocated to the CGU or group of CGUs that is expected to benefit from the synergies of the business combination. Goodwill has an indefinite useful life and is tested for impairment annually or where indicators imply that the carrying value is not recoverable.

Each brand, comprising individual magazines, digital titles and events, is deemed to be a Cash Generating Unit (CGU). Goodwill is attributed to individual CGUs but is reviewed at the segment level for the purposes of the annual impairment review as this is the level that management monitor goodwill. Any impairment is recognised in the statement of comprehensive income. Impairment of goodwill is not subsequently reversed.

On the disposal of a cash generating unit, the attributable amount of goodwill is included in the determination of the profit and loss on disposal.

As a result of the restructuring of the business in FY11, goodwill was reviewed for impairment for each individual CGU as well as at the segment level.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Board of Directors has been identified as the chief operating decision-maker, responsible for allocating resources and assessing performance of the operating segments. During the year ended 30 June 2011 the company announced a restructuring of its business into three divisions: Business Publishing, Business Information and Exhibitions. The operating segments have been changed to reflect the way the business is now managed and to simplify the way the Group reports revenue and profit performance across each of its businesses. The prior year's segmental information has been restated using the new segmental structure.

1 Segmental reporting

During the year ended 30 June 2011 ("FY11") the company announced a restructuring of its business into three divisions: Business Publishing, Business Information and Exhibitions. The new segmental structure reflects the way the business is now managed and simplifies the way the Group reports revenue and profit performance across each of its businesses. The prior year's segmental information has been restated using the new segmental structure. The discussion around the performance across each of these divisions is included in the Operational Review.

The Board of Directors has been identified as the chief operating decision-maker. The Board reviews the Group's internal monthly reporting in order to assess performance and allocate resources. Management has determined the operating segments based on these reports.

The Board considers the business from a divisional perspective. The basis of measurement used for allocating overheads is the headcount for each division.

Corporate costs are allocated to business segments on an appropriate basis depending on the nature of the cost. Costs that cannot be allocated to a business segment are shown as "unallocated".

Segment assets consist primarily of property, plant and equipment, intangible assets including goodwill, inventories, trade receivables and cash and cash equivalents.

Segment liabilities comprise trade payables, accruals and deferred income.

Corporate assets and liabilities comprise current and deferred tax balances, cash and cash equivalents and borrowings.

Capital expenditure comprises additions to property, plant and equipment, intangible assets and goodwill and includes additions resulting from acquisitions through business combinations.

There are no major customers that provide revenue of over 10% of a reportable segment.

Geographical segments

Substantially all of the Group's net assets are located and all revenue and profit are generated in the United Kingdom. Furthermore substantially all of the Group's customers are located in the United Kingdom. The Directors consider that the Group operates in a single geographical segment, being the United Kingdom.

2 Exceptional cost

During FY11 the company announced a restructuring of its business into three divisions: Business Publishing, Business Information and Exhibitions. This resulted in redundancy costs of £2.5m, the impairment of software of £0.1m and post closure costs on discontinued products of £0.3m. Other redundancy costs from reorganisations reported in H1 FY11 resulted in a further £0.5m of exceptional cost.

In April 2011, the entire share capital of The Forum for Expatriate Management Limited ("FEM") was acquired by Centaur Communications Limited. The related professional fees and stamp duty have been treated as exceptional costs and are included in acquisition related costs, together with the final adjustment of deferred consideration for Taxbriefs Holdings Limited ("Taxbriefs") which was acquired in FY10.

Acquisition related costs for FY10 comprise professional fees and stamp duty in relation to the acquisition of Taxbriefs. Following the acquisition of Taxbriefs in FY10, a decision was made to relocate the business to Centaur's offices, resulting in an exceptional charge of £0.2m for the remaining costs for the lease. The premises have since been sub-let resulting in an exceptional credit in FY11 of £0.1m.

The lease on one of the Group's central London premises expired in September 2010 and an extension has been negotiated while the Group searches for new premises. Statutory compensation of £1.5m will be received when the extended lease ends and this amount has been recognised in full in FY11. Leasehold improvements specific to these premises totalling £0.5m have been written off in this financial year and unavoidable costs in relation to the move of £0.8m have been recognised.

3 Taxation

(a) Analysis of charge in year

(b) Factors affecting tax charge for the year

4 (Loss)/earnings per share

Basic (loss)/earnings per share ((LPS)/EPS) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue during the year. 1,476,500 (2010: 725,000) shares held in the employee benefit trust and 9,309,102 (2010: 9,321,687) 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. This comprises share options (including those granted under the Sharesave plan) granted to Directors and employees where the exercise price is less than the average market price of the Company's ordinary shares during the year.

An alternative measure of adjusted earnings per share has been provided as the Directors believe that this measure is more reflective of the ongoing trading of the Group.

5 Goodwill

Goodwill by segment

Each brand, comprising individual magazines, digital titles and events, is deemed to be a Cash Generating Unit (CGU), being the lowest level for which cash flows are separately identifiable. Goodwill is attributed to individual CGUs but is reviewed at the segment level for the purposes of the annual impairment review as this is the level that management monitor goodwill.

The following table shows the allocation of goodwill to segments at 30 June 2011:

Impairment testing of goodwill and acquired intangible assets

During the year goodwill and acquired intangible assets were tested for impairment in accordance with IAS 36. In assessing whether a write-down of goodwill and acquired intangible assets is required, the carrying value of the segment is compared with its recoverable amount. As a result of the restructuring of the business in FY11, goodwill was reviewed for impairment for each individual CGU, as well as at the segment level.

For assets that are in the process of disposal the recoverable amount has been measured based on the higher of value-in-use and fair value less costs to sell. Fair value has been calculated based on expected proceeds. For all other assets the recoverable amount has been measured based on value-in-use.

The Group estimates the value-in-use of its CGUs using a discounted cash flow model, which adjusts the cash flows for risks associated with the assets and discounts these using a pre-tax rate of 12.7% (FY10: 11.5%). The discount rate used is consistent with the Group's weighted average cost of capital and is used across all segments.

The key assumptions used in calculating value-in-use are revenue growth, adjusted EBITDA, discount rate and the terminal growth rate. The Group has used formally approved forecasts for the first five years of the value-in-use calculation, and applied a terminal growth rate of 2.25% (FY10: 3.00%). This timescale and the terminal growth rate are both considered appropriate given the cyclical nature of Group revenues.

The assumptions used in the calculations of value-in-use for each segment have been derived from past experience.

As a result of the impairment review, an impairment charge of £32.2m has been charged as follows:

The impairment charge relates to CGUs that have been closed or will be disposed of as well as to those CGUs where the carrying value exceeds the value-in-use.

For any of the assets associated with the impaired CGUs, the forecasts are sensitive to any change in the assumptions. For the remaining assets, the forecasts are sensitive to changes in the forecast growth rates and the discount factor applied. However, forecast revenue would need to reduce by 13% or the discount factor would have to increase by 3% in order to trigger a suggested impairment in any segment.

6 Other intangible assets

7 Acquisitions

On 6 April 2011, Centaur Communications Limited acquired the entire share capital of The Forum for Expatriate Management Limited ("FEM"), an expatriate information and events business. FEM's revenues are currently generated principally through sponsorship of its events and subscriptions. The following table sets out, at the date of acquisition, the carrying value and the provisional fair value of the assets and liabilities acquired. All intangible assets were recognised at their respective fair values. The residual excess over the net assets acquired is recognised as goodwill in the financial statements. Goodwill and assets have been allocated to Business Publishing as this is the segment that is expected to benefit from the synergies of the business combination.

Intangible fixed assets comprise £1.6m brand and £0.5m customer lists. Goodwill is principally attributable to the workforce and anticipated operating synergies.

The maximum amount payable is £6.8m, of which £2.5m was paid on completion, £0.3m was paid in July 2011 and a final payment of up to £4.0m is payable in FY13 and FY14. The final payment is dependent on the profits generated by FEM in FY13. The amount provided represents the Directors' best estimate of the amount to be paid.

From the dates of acquisition to 30 June 2011, the acquisition contributed £0.5m to revenue, £0.2m to operating profit and £0.2m to net profit. The results of operations of the Group, as if the above acquisition had been made as at the beginning of the year are as follows

The pro forma consolidated operating profits include adjustments to give effect to amortisation of acquired intangible assets and certain other adjustments. This information is not necessarily indicative of the results of operations that would have occurred had the purchase been made at the beginning of the year presented or the future results of the combined operations.

8 Post balance sheet events

On 19 August 2011, Centaur Communications Limited (a subsidiary of Centaur Media plc) acquired the entire share capital of Investment Platforms Limited ("IPL"), a specialist information business in the retail financial services sector, providing research data, analysis and advice on retail financial distribution and fund platforms. It also organises events for product providers and intermediaries. IPL is being integrated within the Legal & Financial publishing group within Business Publishing and the Group expects benefits of that integration to flow through in the coming months.

The initial consideration was £1.8m, and the total maximum consideration payable is £6.0m. The final consideration is dependent on the results for FY14 and will be payable in FY15.

The fair value of contingent consideration, fair value of net assets acquired, goodwill value and the amount of acquisition related costs have not been finalised at the date of signing these accounts, and will be finalised during FY12.

On 12 September 2011, the group disposed of the business and assets of the Logistics business for a total consideration of £0.8m of which £0.2m was paid on completion. The remaining consideration is payable in equal instalments in FY12, FY13 and FY14.

On 12 September 2011 the group disposed of the business and assets of the Process Engineering magazine and website and LaboratoryTalk website for a total consideration not exceeding £0.4m. The consideration is dependent on the future revenues of the business and is payable over the next five financial years.

9 Nature of the financial information

The foregoing financial information does not amount to full accounts within the meaning of Section 434 of Companies Act 2006. The financial information has been extracted from the Group's Annual Report and Accounts for the year ended 30 June 2011 on which the auditors have expressed an unqualified opinion.

Copies of the Annual Report and Accounts will be posted to shareholders shortly and will be available from the Company's registered office at 50 Poland Street, London, W1F 7AX.