Centaur Regulatory News (CAU)

11 March 2015

Centaur Media Plc

Results for the 18 month period to 31 December 2014

Momentum building

Centaur Media plc (LSE: CAU), the multi-platform content group, today issues its results for the 18 month period to 31 December 2014.

Andria Vidler, Chief Executive, commented:

"I am pleased to report that the business is now restructured, focused and returning to growth. Less than 18 months ago, Centaur Media was the aggregate of more than 50 small businesses working independently from one another. Although the breadth and depth of expertise was considerable, attention and investment were fragmented and core revenues were declining. "

"The business has responded exceptionally well to a significant level of change. We have delivered improved results, and momentum in both revenue and margin is building. We end the period with a stronger balance sheet, a structure that will deliver growth and a sharp focus on innovation in our core markets. Our performance in the second half of 2014 has been strong, and we are encouraged by the outlook for 2015."

Enquiries:

Centaur Media plc

Andria Vidler, Chief Executive 020 7970 4000

Mark Kerswell, Group Finance Director

IR Focus

Neville Harris 07909 976 044

Note to editors

Centaur Media is an award winning UK-based multi-platform content group that inspires and enables people to excel at what they do, setting the standard for market insight, interaction and impact.

Leading brands include: Econsultancy, Marketing Week, Festival of Marketing, Creative Review, Celebrity Intelligence, Fashion Monitor, Money Marketing, Platforum, The Lawyer, VBR, Employee Benefits, The Engineer, Subcon, Homebuilding & Renovating, Business Travel Show and The Meetings Show.

Note to results

This announcement covers the statutory reporting period which is the 18 months to 31 December 2014 ("the reporting period"). The previous statutory reporting period covered the financial year ended 30 June 2013. The change in the group's financial year end from 30 June to 31 December was made to reflect the seasonality of the business and to align the group's financial year-end with the majority of its peers. Commentary throughout this announcement reflects the performance in the reporting period and where considered beneficial, we have included additional unaudited information for the years ended 31 December 2014 and 2013.

Financial Results

*comparatives have been restated to treat share-based payments as an adjusting item

1Underlying growth rates are adjusted to exclude the impact of Perfect Information, a business sold in June 2014.

2Adjusted results exclude adjusting items as detailed in the Basis of Preparation section of the Statement of Accounting Policies. This includes a restatement of prior year results to reflect the treatment of share based payments as an adjusting item.

3Cash conversion is operating cash flow expressed as a percentage of adjusted operating profit. Adjusted operating profit is as calculated in the Basis of Preparation section of the Statement of Accounting Policies and operating cash flow is as calculated in the Financial Review.

Financial highlights for the reporting period:

• Revenues of £105.6m (year ended 30 June 2013: £72.0m)

• Adjusted2 operating profits of £11.7m (year ended 30 June 2013: £10.0m)

• Adjusted operating profit margin 11% (year ended 30 June 2013: 14%)

• Reported profit before tax £11.3m (year ended 30 June 2013: Reported loss before tax of £37.4m)

Financial highlights for the year ended 31 December 2014 (unaudited):

• Revenues of £72.8m (year ended 31 December 2013: £74.4m)

• Underlying revenue growth of 3%

• Adjusted operating profits of £10.2m (year ended 31 December 2013: £10.0m)

• Adjusted operating margins increase to 14% (year ended 31 December 2013: 13%)

• Adjusted fully diluted EPS increase by 6% to 5.0p (year ended 31 December 2013: 4.7p)

• Cash conversion at 123% (year ended 31 December 2013: 99%)

• Net debt at 31 December 2014 of £14.7m (31 December 2013: £27.0m)

• Final dividend proposed for the year ended 31 December 2014 of 1.3p. 2014 calendar year dividend increased by 24% to 3p (year ended 31 December 2013: 2.425p)

Operational Highlights

• New Chief Executive appointed

• Restructure as a customer focused business targeting core markets completed

• Expert hubs established across commercial, digital product development, marketing and research, production and live events

• Perfect Information business divested

• Econsultancy earn-out settlement addressed, with integration across marketing portfolio now complete

• Quality of revenue streams improving - paid-for content and live events revenues now account for 67% of revenue

Dividend

As a result of the change in financial year end, and with our ambition to reduce the business's seasonality, the Board is re-balancing the interim and final dividend payments on a more equal basis. The Board is recommending a final dividend for the period July to December 2014 of 1.3p per share, giving a total dividend for the reporting period of 3.85p. In the year ended 31 December 2014, the transition to a re-balanced dividend results in a dividend of 3.0p, a 24% increase on the 2.425p dividend for the comparable period to 31 December 2013. Further detail is provided in the Financial Review.

Trading update and outlook

Trading in the first two months of the financial year is in line with expectations. Paid-for content revenues continue to grow well. The stability in financial services advertising revenues seen in the latter part of 2014 has been maintained into 2015, with good growth in digital advertising revenues. The Business Travel Show ran at the end of February with revenues 13% ahead of 2014 and an encouraging re-book for next year's event. Live events revenues in the first half of this financial year will reflect the rescheduling of a number of events, including the Marketing Week Engage Awards and the Design Week Awards, to the second half of the year.

The Board remains encouraged by the underlying momentum across the business. Alongside a continuing re-balancing of earnings in favour of the second half of the year, the group expects to deliver growth in 2015 adjusted operating profits and adjusted EPS in line with current market expectations.

Overview

Centaur Media creates expert insight and content, engaging events and smart digital technology. With a relentless focus on the customer, we provide information, intelligence, events and marketing solutions through our digital media, iconic print brands, award-winning events and cutting-edge data products. Our core objective is to deliver sustainable growth in revenues, profits and cash flow, and in turn to increase shareholder value. To achieve this we have set out four strategic priorities.

• To be the most knowledgeable, connected and authoritative experts in our markets

• To generate sustainable growth in profits and cash flows with high quality, recurring revenue streams and an efficient and scalable operating model

• To create products and services that are both innovative and market-leading, backed by strong digital and events expertise

• To be a united team of entrepreneurial, multi-skilled professionals

The group's activities are categorised across four market segments: Marketing, Financial Services, Professional and Home Interest. The group generates revenues from three primary revenue sources: paid-for content, live events and advertising.

The focus on our markets and audience enables us to build a deeper understanding of the commercial opportunities across each market. We know that our customers want flexible content that works seamlessly across multiple platforms. By leveraging this market insight and an understanding of our customer requirements we are able to offer a higher value customer proposition. This is delivered in whatever format our clients want, whether that is in print, digital or as a live event. Each market portfolio has clear growth plans focused on new digital products, new revenues streams, multi-platform content and clear competitor differentials.

Supporting each of these markets, we have centralised expert teams across commercial, digital product development, marketing and research, production and live events. These teams provide the expertise and scale that allows us to support effectively and efficiently the delivery of commercial opportunities across each market. The creation of these expert teams also enables us to manage our cost base effectively and to prioritise investment across the business.

Operating Review

Revenues and adjusted operating profits for the 18 months to 31 December 2014, the previous statutory period for the year ended 30 June 2013, and the years ended 31 December 2014 and 2013 are set out below.

Also summarised on the same basis as above are the trends across the group's three core revenue categories: paid-for content, live events and advertising.

18 months to 31 December 2014

Revenues for the reporting period were £105.6m. Adjusted operating profits for the reporting period were £11.7m, with an adjusted operating profit margin of 11.1%. In the previous statutory reporting period for the year ended 30 June 2013, reported revenues were £72.0m. Adjusted operating profits for the same period were £10.0m with an adjusted operating profit margin of 13.9%. The reduction in adjusted operating profit margin across these two statutory periods reflects the inclusion in the reporting period of the July to December trading period, which has traditionally been seasonally weaker, in both 2013 and 2014. Reported operating margins have also been impacted by the disposal of Perfect Information in June 2014 and the cost savings achieved over the latter part of the reporting period.

Live events and paid-for content revenues contributed £70.5m (67%) to revenues in the reporting period compared to £46.5m (65%) in the previous statutory reporting period for the year ended 30 June 2013. Advertising revenues accounted for 32% of revenues in the reporting period compared to 35% in the previous statutory reporting period for the year ended 30 June 2013. These trends illustrate the ongoing shift in focus of our revenues to higher quality live events and paid-for content revenue streams.

Additional Information (unaudited)

Revenues and adjusted operating profits for the year ended 31 December 2014 were £72.8m (year ended 31 December 2013: £74.4m) and £10.2m (year ended 31 December 2013: £10.0m) respectively. While our reported results for the year ended 31 December 2014 are broadly in line with results reported in 2013, underlying trends across the business, when adjusted for the disposal of Perfect Information in June 2014, demonstrate significant improvement and growing momentum over this 12 month period.

Underlying revenues in the year ended 31 December 2014 grew by 3%, with revenues in the second half of the year growing by 7% compared to a modest decline in the first half. This return to growth reflects excellent growth across our paid-for content revenues, a return to growth across our live events revenues and declines in advertising revenues moderating.

Paid-for content revenues (£20.6m, 28% of total revenues) grew on an underlying basis by 19%, live events revenues (£28.9m, 40% of total revenues) grew by 3% and advertising revenues (£22.4m, 31% of total revenues) declined by 9%. Other revenues primarily include rental income.

Divisional Review

Across our four market segments, revenues are weighted towards the Marketing and Professional segments, with the Financial Services and Home Interest segments each accounting for approximately 15% of total group revenues.

Marketing

This segment includes all of the group's brands that serve the marketing and creative professions, including Econsultancy, Marketing Week, Festival of Marketing, Celebrity Intelligence, Fashion Monitor, Design Week and Creative Review.

18 months to 31 December 2014

Revenues for the reporting period were £37.6m. Adjusted operating profits for the same period were £4.0m, with an adjusted operating profit margin of 10.6%. In the previous statutory reporting period for the year ended 30 June 2013, reported revenues were £23.8m. Adjusted operating profits for the same period were £2.6m with an adjusted operating profit margin of 10.9%.

Revenues for the reporting period reflect good growth across digital paid-for content revenue streams, including Econsultancy, Celebrity Intelligence and Fashion Monitor. Revenues for the reporting period include only one edition of Marketing Week Live, which ran in June 2014.

Additional Information (unaudited)

Revenues of £26.8m for the year ended 31 December 2014 (year ended 31 December 2013: £25.0m) increased by 7%. Paid-for content and live events revenues contributed 73% (year ended 31 December 2013: 70%) to this segment's revenues. Operating profits increased significantly, from £2.4m to £3.9m, with operating margins increasing from 9.6% to 14.6%. Operating margins reflect a higher depreciation and amortisation charge, which in turn, relative to other market segments, reflects the higher levels of investment in digital products across the marketing portfolio.

The settlement of the Econsultancy earn-out liability in June 2014 was intended to enable faster integration of Econsultancy and in turn to accelerate revenue growth across the marketing portfolio, the largest part of the group. The £0.5m of cost savings anticipated as a result of the settlement has been achieved and the outlook across this portfolio remains encouraging. Reported and underlying revenues grew by 16% in the second half of 2014 compared to flat revenues in the first half of the year. While these trends reflect the re-phasing of some events, including The Digitals awards event, the improving rate of growth reflects the benefit of consolidated commercial teams and strong growth across Celebrity Intelligence's and Fashion Monitor's digital paid-for content revenues.

The re-launch of Marketing Week in October 2014 was well received by the market and was timed to coincide with the Festival of Marketing. Marketing Week has been at the heart of the UK's marketing community for 37 years providing relevant content to enable excellence in their field. This professional community has changed over time and the product needed to move in step with that. The re-launch incorporated a new identity and logo, new editorial content and a new responsive web platform enabling new desktop, tablet and mobile versions.

The Festival of Marketing was also well received, with delegates of 3,000 and revenues of £2.0m. This event also incorporated The Digitals awards for the first time. The Festival of Marketing is an excellent example of how the group can leverage its brand strengths across the entire portfolio: Econsultancy, Design Week, Creative Review, Marketing Week, Celebrity Intelligence and Fashion Monitor were all represented at the event.

Elsewhere across this portfolio, Fashion Monitor was launched in the US and a number of new events were successfully launched, including Programmatic Marketing.

The outlook across the marketing segment is exciting. The settlement of the Econsultancy earn-out in June 2014 has enabled faster integration across the portfolio, and we expect this portfolio's live events and paid-for content revenues to continue to grow strongly.

Financial Services

Serving the financial services industry, this portfolio includes Money Marketing, Fund Strategy, Mortgage Strategy, Corporate Advisor, Tax Briefs, Headline Money and Platforum.

18 months to 31 December 2014

Revenues for the reporting period were £17.6m. Adjusted operating profits for the same period were £2.6m, with an adjusted operating profit margin of 14.8%. In the previous statutory reporting period for the year ended 30 June 2013, reported revenues were £13.3m. Adjusted operating profits for the same period were £2.0m with an adjusted operating profit margin of 15.0%.

Revenues for the reporting period reflect good growth across Platforum offset by weaker revenues across the advertising funded titles including Money Marketing and Fund Strategy.

Additional Information (unaudited)

Revenues of £12.0m for the year ended 31 December 2014 (year ended 31 December 2013: £13.6m) declined by 12%. Paid-for content and live events revenues contributed 57% (year ended 31 December 2013: 52%) to this segment's revenues. This portfolio has the highest exposure to advertising revenues, which accounted for 42% of 2014 revenues (year ended 31 December 2013: 48%). The decline in advertising revenues reported in the first nine months of 2014 stabilised in the last quarter of 2014. Operating profits fell from £2.6m to £2.0m, with operating margins at 16.7% (year ended 31 December 2013: 19.1%). The decline in operating profits reflects the operational gearing associated with the anticipated decline in revenues, mitigated by good cost control and the efficiencies related to the expert hub teams.

The performance across this segment has been materially impacted by more stringent regulatory requirements that are impacting audiences, sponsors and advertisers. To respond to these changes, the portfolio has new commercial and editorial leadership and has successfully re-launched Money Marketing. Platforum and Money Marketing are now well positioned to support demand for greater insight and analysis around key topics such as investment, retirement, mortgages, protection and technology.

The earn-out payment for Platforum was settled in August 2014 and this business, with a new management team in place, is now fully integrated into the Financial Services portfolio.

The outlook across the Financial Services segment is positive. With refreshed leadership the group is better able to leverage the strengths of each brand within the portfolio. Advertising revenues which have been volatile are showing signs of stability and we are confident that this segment can return to growth in due course.

Professional

The Professional segment includes four subsidiary markets: Legal, Engineering, HR and New Markets. The Legal portfolio includes the print, digital and live events activities associated with The Lawyer and VB Research. The principal assets within the Engineering portfolio are The Engineer and Subcon, an exhibition that serves the sub-contractor industry. The HR portfolio includes FEM, Employee Benefits and Employee Benefits Live, and New Markets includes two exhibitions serving the Business Travel and Meetings markets. The disposal of Perfect Information was completed in June 2014.

18 months to 31 December 2014

Revenues for the reporting period were £34.6m. Adjusted operating profits for the same period were £3.2m, with an adjusted operating profit margin of 9.2%. In the previous statutory reporting period for the year ended 30 June 2013, reported revenues were £24.1m. Adjusted operating profits for the same period were £3.9m with an adjusted operating profit margin of 16.2%.

Revenues for the reporting period reflect the impact of:

· Two editions of The Meetings Show and Employee Benefits Live.

· Only one edition of the Business Travel Show in February 2014 and of SubCon in June 2014.

· The disposal of Perfect Information in June 2014.

The reduction in operating margins in the reporting period reflects the impact of the launch of The Meetings Show in July 2013 which made a loss in its first edition as expected, and the disposal of the high margin business, Perfect Information.

Additional Information (unaudited)

Revenues of £22.9m for the year ended 31 December 2014 (year ended 31 December 2013: £25.0m) declined by 8%. Adjusted for the sale of Perfect Information, underlying revenues increased by 6%. Paid-for content and live events revenues contributed 64% to this segment's revenues (year ended 31 December 2013: 59%). Operating profits fell from £3.3m to £2.6m, with operating margins of 11.4% (year ended 31 December 2013: 13.2%).

Across each of the four subsidiary market portfolios:

· The Legal portfolio reported revenues of £7.0m in 2014, an 8% increase compared to 2013. Growth across this portfolio was driven through increases in digital paid-for content and live events revenues, offset by weaker advertising revenues.

· Revenues across the HR portfolio of £4.9m were 10% lower than in 2013, reflecting the legacy issues referred to in the interim report for the six months to June 2014. Revenues in the second half of 2014 were in line with the same period in 2013.

· The Engineering portfolio reported stable revenues and is expected to deliver modest revenue growth in 2015 as a result of the group restructuring initiatives completed in 2014.

· The New Markets portfolio included the Business Travel, Meetings and Aidex events. Perfect Information, which was sold in June 2014, contributed £2.6m to 2014 revenues compared to £6m in 2013. The Meetings Show and the Business Travel Show in aggregate contributed £4.1m to 2014 revenues, an increase of 40% compared to 2013. Aidex, a humanitarian event serving the international aid industry, delivered a modest profit contribution on 2014 revenues of £0.8m. The Aidex event, which was not a core part of the group's business, was sold in February 2015. Further details on this are set out in note 13.

The outlook across the Professional segment is encouraging. The legal market offers many opportunities to drive strong growth in paid-for content and events revenues. New Markets, which now focuses on Travel and Meetings, is well positioned to innovate and grow further. The reorganisation of the HR and Engineering portfolios, along with refreshed leadership, gives us confidence that these portfolios can return to growth in 2015.

Home Interest

The Home Interest segment includes the live events and publishing assets focusing on homebuilding and home renovation. These include Homebuilding & Renovating, Real Homes and Period Living:

18 months to 31 December 2014

Revenues for the reporting period were £15.8m. Adjusted operating profits for the same period were £1.9m, with an adjusted operating profit margin of 12.0%. In the previous statutory reporting period for the year ended 30 June 2013, reported revenues were £10.8m. Adjusted operating profits for the same period were £1.5m with an adjusted operating profit margin of 13.9%.

Additional Information (unaudited)

Revenues of £11.1m for the year ended 31 December 2014 (year ended 31 December 2013: £10.8m) increased by 3%. Paid-for content and live events revenues contributed 71% (year ended 31 December 2013: 71%) to this segment's revenues. Adjusted operating profits of £1.7m and adjusted operating margins of 15.3% were in line with those reported in 2013.

This portfolio, which was previously segmented by brand and platform, has been integrated into unified content, commercial, marketing and digital development teams that serve the entire Home Interest portfolio. With these changes now bedded down, the outlook across this segment is also encouraging.

Financial Review

Adjusted and Statutory Results

In these results we refer to adjusted and statutory results. Adjusted results are prepared to provide a more comparable indication of the group's underlying business performance. Adjusted results exclude adjusting items as set out in the Consolidated Income Statement and as set out below.

The group's activities are predominantly UK based and therefore currency movements have negligible impact on the group's adjusted or statutory results.

The group is now reporting against an adjusted operating profit measure rather than adjusted EBITDA, as in the opinion of the Directors this better reflects the underlying profitability across each of the market portfolios and is consistent with the majority of Centaur Media's peers.

Adjusted operating profit reconciles to profit before tax as follows:

*comparatives have been restated to treat share-based payments as an adjusting item.

Summary

Commentary on revenues and adjusted operating profits for the 18 months to 31 December 2014 ("the reporting period"), the previous statutory period for the year ended June 2013, and the years ended 31 December 2014 and 2013 are set out within the Operating Review.

In the context of the significant change managed across the business over the reporting period, these are good results. Revenue mix and momentum is improving, and the group has the potential to accelerate margin growth. The cash flow performance in the reporting period has been strong, with 110% of adjusted operating profits converting into operating cash flow. Net debt at 31 December 2014 was £14.7m compared to £19.5m at 30 June 2013.

The group set out new financial KPI measures in November 2014. These were underlying revenue growth, adjusted operating profit margin, adjusted EPS and cash conversion. We are making good progress against each, and further detail is set out in this Financial Review and in the Operating Review.

Revenues

Revenues for the reporting period were £105.6m. In the previous statutory reporting period for the year ended 30 June 2013, reported revenues were £72.0m. Further information on the divisional revenue performance and the mix of revenues across paid-for content, live events and advertising is included in the Operating Review.

Operating Profit

Adjusted operating profits for the reporting period were £11.7m, with an adjusted operating profit margin of 11.1%. In the previous statutory reporting period for the year ended 30 June 2013, adjusted operating profits were £10.0m with an adjusted operating profit margin of 13.9%. Further information on the divisional adjusted operating profit performance is included in the Operating Review.

Net adjusted operating expenses were £93.9m. In the previous statutory reporting period for the year ended 30 June 2013, net adjusted operating expenses were £62.0m. Employee related expenses in the reporting period were £40.5m (year ended 30 June 2013: £26.4m), with the average number of permanent employees during the reporting period at 584 (year ended 30 June 2013: 593).

Reported operating profits for the reporting period of £1.1m include a £3.4m charge for amortisation of intangible assets (year ended 30 June 2013: £2.3m), exceptional costs of £6.7m (year ended 30 June 2013: £3.2m) and share based payments of £0.5m (year ended 30 June 2013: £0.2m). In the previous statutory reporting period for the year ended 30 June 2013, the group reported an operating loss of£34.9m, which in addition to charges in respect of amortisation of intangible assets, exceptional costs and share based payments, included an impairment charge of £39.2m.

Adjusting Items

Adjusting items in the reporting period generated a profit before tax of £1.2m (year ended 30 June 2013: expense of £46.2m).

The disposal of Perfect Information in June 2014 generated a profit of £14.7m (year ended 30 June 2013: £nil).

Restructuring costs in the reporting period of £1.2m (year ended 30 June 2013: £3.1m) include redundancy costs of £0.9m (year ended 30 June 2013: £2.8m).

Other adjusting items include the charge for unwinding the remaining discount on the Econsultancy.com Limited deferred contingent consideration provision of £2.9m (year ended 30 June 2013: £1.3m), IFRS 3 earn-out charges of £5.0m (year ended 30 June 2013: £4.3m), an adjustment to the deferred contingent consideration balance of £nil (year ended 30 June 2013: credit of £5.4m), impairment of goodwill of £nil (year ended 30 June 2013: £39.2m), amortisation of acquired intangibles (not included in exceptional costs) of £3.4m (year ended 30 June 2013: £2.3m) and share based payments of £0.5m (year ended 30 June 2013: £0.2m). Other charges of £0.5m (year ended 30 June 2013: £1.2m) related to property consolidation, acquisition related costs and other exceptional items.

Further analysis on these costs is included in the Basis of Preparation section of the Statement of Accounting Policies. 

Net Finance Costs

Adjusted net finance costs for the reporting period were £1.6m (year ended 30 June 2013: £1.2m). Net finance costs for the reporting period were £4.5m (year ended 30 June 2013: £2.5m). This includes the charge for unwinding the remaining discount on the Econsultancy.com Limited deferred contingent consideration provision of £2.9m (year ended 30 June 2013: £1.3m), which was accelerated as part of its early settlement in June 2014. 

Share-Based Payments

Share-based payment costs in the reporting period were £0.5m (year ended 30 June 2013: £0.2m). Share based payments have been included as an adjusting item in 2014 with the comparatives being restated. This presentation is consistent with a number of our quoted small cap peers, and better reflects how the performance of the business is monitored by the Board.

Taxation

A tax charge of £0.8m (year ended 30 June 2013: £1.0m) has been recognised for the reporting period. The adjusted tax charge was £2.1m (year ended 30 June 2013: £2.2m) giving an effective tax rate (compared to adjusted profit before tax) of 21% (year ended 30 June 2013: 25%). The fall in tax rate is due to the recent Finance Act which has meant that the company's profits are taxed in the UK at a blended rate of 22% (year ended 30 June 2013: 23.75%). Furthermore, as the Finance Act 2013 also included legislation to reduce the main rate of corporation tax from 21% to 20% from April 1 2015, and had been substantively enacted at the balance sheet date, the group's deferred tax balances arising in the UK are recorded at 20%.

Earnings per Share

The group has reported adjusted fully diluted earnings per share for the reporting period of 5.5p (year ended 30 June 2013: 4.6p). Fully diluted earnings per share for the reporting period were 7.2p (year ended 30 June 2013: loss per share of 27.3p). Full details of the earnings per share calculations can be found in note 6.The treatment of share-based payments as an adjusting item increases fully diluted earnings per share for the reporting period by 0.1p (year ended 30 June 2013: 0.1p).

Dividend

An interim dividend of 0.85p per share was paid in respect of the period July to December 2013 (July to December 2012: 0.825p). A second interim dividend of 1.7p per share was paid in respect of the period January to June 2014 (January to June 2013: 1.575p). A final dividend in respect of the period July to December 2014 of 1.3p per share (July to December 2013: 0.85p) is proposed by the Directors, giving a total dividend for the reporting period of 3.85p. In the previous statutory period for the year ended June 2013 the dividend was 2.4p. The final dividend in respect of the reporting period is subject to shareholder approval at the annual general meeting and will be paid on 29 May 2015 to all ordinary shareholders on the register at close of business on 8 May 2015.

The group has historically generated the majority of its earnings in the period from January to June. With the seasonality of earnings expected to reduce in the medium term, the Board is re-balancing the dividend payments for the periods January to June and July to December on an approximately equal basis. The second interim dividend declared for the six-month period to 30 June 2014 of 1.7p (2013: 1.575p) reflected the established larger weighting. The final dividend for the period July to December 2014 reflects the new weighting and is therefore higher than the previous smaller weighting for this period. The transition to more balanced dividend payments is therefore beneficial to shareholders.

Alongside the re-balancing of dividend payments, the group has adopted a progressive dividend strategy. Dividend cover in the reporting period was 1.4 times and it is intended to move above 2 times in the medium term. 

Cash Flow

A summary of the group's cash flow in the reporting period, in the year ended 30 June 2013 and in the years ended 31 December 2014 and 2013 is set out below. The group generated free cash flow in the reporting period of £6.7m (year ended 30 June 2013: £2.2m). This improvement reflects the impact of growing subscriptions and events revenues together with an ongoing focus on working capital and capital expenditure. Movements in working capital have also benefited from a rent free period on the group's London office space. Adjusted cash conversion, measuring the ratio of operating cash flow to adjusted operating profits, was 110% in the reporting period (year ended 30 June 2013: 96%).  

*comparatives have been restated to treat share-based payments as an adjusting item

Capital expenditure in the reporting period was £6.5m. The cash impact of exceptional items included payments related to redundancy costs and vacant property provisions.

Acquisitions net of disposals generated a cash inflow of £3.9m in the reporting period (year ended 30 June 2013: cash outflow of £11.6m). This reflects the £23.2m net proceeds in respect of the disposal of Perfect Information offset by the £12.5m earn-out settlement for Econsultancy, and earn-out payments in respect of FEM and IPL.

Dividend payments in the reporting period were £5.8m.

Net Debt

Net debt at 31 December 2014 was £14.7m, £4.8m lower than the £19.5m reported as at 30 June 2013.

Financing and Bank Covenants

In 2012, the group agreed a four year £40.0m revolving credit facility, provided by RBS and Barclays. Following the disposal of Perfect Information in June 2014, the facility size was reduced to £25.0m. This facility runs to 31 March 2016. The principal financial covenants under the facility are: maximum net debt to EBITDA of 2.25 times, reducing to 2.0 times with effect from June 2015, and interest cover of at least 5 times. All covenants under the facility at 31 December 2014 and throughout the reporting period have been met. The group intends to refinance these facilities prior to the release of its interim results for the six month period to 30 June 2015.

Balance Sheet

A summary of the group's balance sheet as at 31 December 2014, 31 December 2013 and 30 June 2013 is set out below. 

The reduction in goodwill and other intangible assets between 30 June 2013 and 31 December 2014 of £12.8m comprises £8.9m and £2.0m of goodwill and intangibles, respectively, disposed of on the sale of Perfect Information plus the normal amortisation charge for other intangible assets. There was no impairment of goodwill in the reporting period (year ended 30 June 2013: £39.2m). The other significant movement in the reporting period is an £11.7m reduction in the deferred consideration payable following the settlements of Econsultancy.com Limited (£12.5m in June 2014), Platforum (£4.2m in August 2014) and FEM (£2.9m in September 2013).Further details are included in note 10.

The reduction in deferred income of £2.2m between 31 December 2014 and 31 December 2013 principally reflects the disposal of Perfect Information. Underlying deferred revenues, adjusted for this disposal were broadly flat and reflect the re-phasing of a number of events that ran in January to June in 2014 into the second half of the financial year in 2015. This is consistent with the expected reduction in seasonality of revenues and earnings in the medium term.

Additional Information (unaudited)

Recognising the change in the year end from 30 June to 31 December, we have considered it beneficial to include additional information in respect of the years ended 31 December 2014 and 2013. Further commentary is set out below.

· Revenue and Adjusted Operating Profit

Revenues and adjusted operating profits for the year ended 31 December 2014 were £72.8m (year ended 31 December 2013: £74.4m) and £10.2m (year ended 31 December 2013: £10.0m) respectively. While our reported results for the year ended 31 December 2014 are broadly in line with results reported in 2013, underlying trends across the business, when adjusted for the disposal of Perfect Information in June 2014, demonstrate significant improvement and growing momentum over this 12-month period.

· Adjusting Items

Adjusting items before tax in the year ended 31 December 2014 totalled a credit of £5.0m (year ended 31 December 2013: expense of £44.5m). In the year ended 31 December 2014, a non-core business, Perfect Information, was disposed of generating a profit of £14.7m and in the year ended 31 December 2013 there was an impairment of goodwill charge of £39.2m.

· Net Finance Costs

Adjusted finance costs for the year ended 31 December 2014 were £1.0m (year ended 31 December 2013: £1.2m). The reduction in finance costs reflects the reduction in net debt following the disposal of Perfect Information and the settlement of the Econsultancy earn-out. Net finance costs for the year ended 31 December 2014 of £3.5m (year ended 31 December 2013: £2.3m) include a charge of £2.5m (year ended 31 December 2013: £1.2m) for unwinding the remaining discount on the Econsultancy.com Limited deferred contingent consideration provision which was accelerated as part of its early settlement in June 2014.

· Share-Based Payments

Share-based payments in the year ended 31 December 2014 increased to £0.4m (year ended 31 December 2013: £0.1m). 

· Tax

A tax charge of £1.0m has been recognised in the year ended 31 December 2014 (year ended 31 December 2013: £1.2m). The adjusted tax charge was £1.9m (year ended 31 December 2013: £1.9m) giving an effective tax rate (compared to adjusted profit before tax) of 21% (year ended 31 December 2013: 22%).

· Adjusted Earnings Per Share

Fully diluted adjusted earnings per share in the year ended 31 December 2014 were 5.0p (year ended 31 December 2013: 4.7p), an increase of 6%. The treatment of share based payments as an adjusting item increases fully diluted earnings per share in 2014 by 0.1p (year ended 31 December 2013: nil)

· Cash Flow

The group generated free cash flow in the year ended 31 December 2014 of £9.2m (year ended 31 December 2013: £3.7m). This improvement reflects the impact of growing subscriptions and events revenues together with an ongoing focus on working capital and controlled capital expenditure. Cash conversion, measuring the ratio of operating cash flow to adjusted operating profits, was 123% (year ended 31 December 2013: 99%).

· Dividend

A second interim dividend of 1.7p per share was paid in respect of the period January to June 2014 (January to June 2013: 1.575p). A final dividend in respect of the period July to December 2014 of 1.3p per share (July to December 2013: 0.85p) is proposed by the Directors, giving a total dividend for the year ended 31 December 2014 of 3.0p (2013: 2.425p), an increase of 24%.

The second interim dividend declared for the six-month period to 30 June 2014 of 1.7p (2013: 1.575p) reflected the established larger weighting. The final dividend for the period July to December 2014 reflects the new weighting and is therefore higher than the previous smaller weighting for this period. The transition to more balanced dividend payments is therefore beneficial to shareholders. Dividend cover in the year to 31 December 2014 was 1.7 times (year ended 31 December 2013: 1.9 times).

Conclusion

The quality of the group's revenues and profits continues to improve, with live events and paid-for content revenues accounting for 67% of total revenues in the reporting period. These revenues are visible, recurring and generate strong upfront cash-flows.

The reduction in net debt to the £14.7m reported at 31 December 2014 reflects the ongoing discipline around capital expenditure and the management of working capital. It also reflects the impact of the sale of Perfect Information and the settlement of the Econsultancy earn-out in June 2014.

The operational changes across the business give us a platform which is efficient and scalable. With underlying revenues growing, I am encouraged by the opportunity to progressively increase adjusted operating margins.

Mark Kerswell

Group Finance Director

10 March 2015

Consolidated Statement of Comprehensive Income for the 18 months ended 31 December 2014

*2013 comparatives have been restated to treat share-based payments as an adjusting item. The effect of these changes on the comparatives for the year-end 30 June 2013 is to increase adjusted operating profit by £0.2m from £9.8m to £10.0m and adjusted basic and diluted earnings per share by 0.1p from 4.5p to 4.6p. Further information is given in the Statement of Accounting Policies.

Consolidated Statement of Changes in Equity for the 18 months ended 31 December 2014

Attributable to owners of the parent company

At 31 December 2014, 6,535,973 (2013: 7,318,291) 10p ordinary shares are held in treasury and 616,373 (2013: 1,693,673) 10p ordinary shares are held in an employee benefit trust.

The 800,000 deferred shares of 10p each carry restricted voting rights and carry no right to receive a dividend payment in respect of any financial year.

The changes to the reserve for shares to be issued during the period ended 31 December 2014 and year ended 30 June 2013 represent the total charges for the period/year relating to equity-settled share-based payment transactions with employees as accounted for under IFRS 2.

Consolidated Balance Sheet as at 31 December 2014

Registered number 04948078

The financial statements were approved by the Board of Directors on 10 March 2015 and were signed on its behalf by:

M H Kerswell

Group Finance Director

Consolidated Cash Flow Statement for the 18 months ended 31 December 2014

Statement of Accounting Policies

The principal accounting policies adopted in the preparation of the financial statements 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. The consolidated financial statements have been prepared on a going concern basis. The functional currency of the Company is pounds sterling (GBP) as that is the currency of the primary economic environment in which the group operates. These financial statements are presented in pounds sterling (GBP).

The preparation of financial statements in conformity with IFRS 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.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

(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 period beginning 1 July 2013.

· Amendments to IFRS 7, 'Financial instruments: Disclosure - Offsetting financial assets and financial liabilities'. This amendment includes new disclosures to facilitate comparison between those entities that prepare IFRS financial statements to those that prepare financial statements in accordance with other accounting frameworks. The application of the standard has not had any significant impact on the group.

· Annual improvements to IFRSs 2009-2011. These annual improvements address six issues in the 2009-2011 reporting cycle. The application of these amendments has not had any significant impact on the group.

· IFRS 13, 'Fair value measurement' - IFRS establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. This standard excludes share-based payments which are within the scope of IFRS 2 Share-based Payment. The application of the standard has not had any significant impact on the group.

(b) New standards, amendments and interpretations that are potentially relevant to the group issued but not effective for the financial period beginning 1 July 2013 (and in some cases not yet adopted by the EU) and not early adopted:

· IFRS 9, 'Financial instruments'.

· IFRS 10, 'Consolidated financial statements'.

· IFRS 11, 'Joint Arrangements',

· IFRS 12, 'Disclosures of interests in other entities'.

· Transition guidance (amendments to IFRS 10, IFRS 11 and IFRS 12).

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.

Presentation of non-statutory measures

The Directors believe that adjusted results and adjusted earnings per share provide additional useful information on the ongoing operations of the group to shareholders. 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 principal adjustments are made in respect of:

· Exceptional costs - the group considers items of income and expenses as exceptional items and excludes them from the adjusted results where the nature of the item, or its size, is likely to be material and non-recurring in nature so as to assist the user of the financial statements to better understand the results of the operations of the group. Details of exceptional items are shown in note 3.

· Amortisation of acquired intangibles - the group amortises all intangible assets. The amortisation charge for those intangible assets recognised on the acquisition of a subsidiary is excluded from the adjusted results of the group so as to assist the user of the financial statements to better understand the results of the operations of the group. The amortisation of intangible software assets acquired other than through the acquisition of a subsidiary is included in the adjusted results. Details of amortisation of intangibles are shown in note 8.

· Share-based payments - during the current period the group has amended the definition of adjusting items to include share-based payments. This is to assist the user of the financial statements to better understand the underlying results of the group. 2013 comparatives have been restated to treat share-based payments as an adjusting item. The effect of these changes on the comparatives for the year end 30 June 2013 is to increase adjusted operating profit by £0.2m from £9.8m to £10.0m and adjusted basic and diluted earnings per share by 0.1p from 4.5p to 4.6p. There is no change to statutory figures.

· Profit on disposal of subsidiary - details of the profit on disposal of subsidiary are shown in note 11.

· Exceptional finance costs - the group discounts provisions to the net present value where the effects of such discounting are material. The discounting on provisions relating to acquisitions is excluded from adjusted results of the group so as to assist the user of the financial statements to better understand the results of the operations of the group. Details of the exceptional finance costs are shown in note 4.

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 3.

Adjusting operating profit reconciles to profit before tax as follows:

*comparatives have been restated as discussed above.

During the period, the group has changed its key reporting metric from adjusted EBITDA to adjusted operating profit. This is considered to be more reflective of the underlying profitability of each segment and also aligns with the majority of our peers. Accordingly certain disclosures have been amended from prior year to reflect adjusted operating profit. There have been no changes to the numbers disclosed other than as discussed above in relation to the reclassification of share-based payments as an adjusting item. Where disclosures have been amended this is indicated in the note.

1 SEGMENTAL REPORTING

The Operating Board has been identified as the chief operating decision-maker, reviewing the group's internal reporting on a monthly basis in order to assess performance and allocate resources.

The group is organised around four market-facing segments: Marketing, Financial Services (previously described as Financial), Home Interest (previously described as Consumer) and Professional. Corporate costs are allocated to these segments on an appropriate basis depending on the nature of the cost.

Segment assets consist primarily of property, plant and equipment, intangible assets including goodwill, inventories and trade receivables. 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 includes additions resulting from acquisitions through business combinations.

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

ᵀ Comparatives have been amended to reflect adjusted operating profit as discussed in the statement of accounting policies.

Revenue by Geographical Location

The group's revenues from external customers by geographical location are detailed below.