Conduit Hldg Regulatory News (CRE)

11 June 2014

Creston plc

('Creston' or the 'Group')

Unaudited Full Year Results for the Year Ended 31 March 2014

Creston plc (LSE: CRE), the international marketing communications group, today announces its full year results for the year ended 31 March 2014.

Financial Highlights

· Revenue of £74.9 million (2013: £75.2 million)

· Headline1 EBITDA2 of £11.6 million (2013: £12.0 million)

· Headline PBIT3 of £9.8 million (2013: £10.2 million)

· Headline DEPS4 of 11.79 pence (2013: 14.66 pence). FY13 included the £1.7m tax provision release

· Total full year dividend up 6 per cent to 3.90 pence per share (2013: 3.67 pence per share)

· Net cash of £7.5 million (2013: £11.2 million)

Corporate and Operational Highlights

· Positive second half versus prior year with revenue and Headline PBIT growth of 3 per cent and 7 per cent respectively

· Digital and online revenue up 10 per cent in absolute terms to 53 per cent of Group revenue, surpassing 50 per cent target of Group revenue one year early (2013: 48 per cent)

· Net new business revenue of £8.6 million with wins including: Bentley, British Chambers of Commerce, GAVI Alliance, HSBC, Novartis, Sony PlayStation and Virgin Trains

· New Non-Executive Chairman and CEO

· New CFO, Kathryn Herrick, to start on 1 July 2014

· Post period acquisition of niche, market-leading neuroscience specialist, Walnut Group

Commenting on the results, Barrie Brien, Group Chief Executive of Creston plc, said:

"It has been a year of good progress, despite challenges with client budget volatility at the beginning of the financial year. At full year we were slightly down in revenue and profits on the previous year but a high level of new business pitching in the first half translated into good revenue and profit growth for the second half year-on-year. The increase in dividend reflects this positive momentum.

We also completed our co-location to help drive greater shared working, launched new service offerings and have seen significant Board change. Having stepped up to the position of Group Chief Executive, I look forward to realising Creston's new vision of a more integrated and unified agency group to win more multi-discipline business. While we are cautious regarding client budgets for the next twelve months, we are confident that we can capitalise on our vision over the medium term to deliver value for shareholders."

Group Financial Results

*Prior year Reported PBIT positively impacted by the net of the revaluation credit of estimated deferred consideration (£6.8 million) and the impairment of goodwill (£5.2 million).

**Prior year Reported DEPS positively impacted by the net of the revaluation credit of estimated deferred consideration (£6.8 million), the impairment of goodwill (£5.2 million) and the tax provision release (£1.7 million). A full reconciliation is presented in note 4 to this full year statement.

___________ 

4 Diluted Earnings Per Share (DEPS).

There will be a presentation for analysts today at 9.30am at the offices of Liberum Capital Limited, Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9LY

For further information on the Group's full year results or about the analyst meeting please contact:

About Creston plc

Creston plc (LSE: CRE) is an international marketing communications group that leverages the strength of its agencies' collective expertise and knowledge across insight, technology and creativity to drive transformational growth for its clients through thinking and ideas that connect brands to customers. The Group delivers a range of marketing services, including advertising, CRM, digital and direct marketing, health communications, local marketing, market research, PR and social media marketing to a broad spectrum of blue-chip global clients. www.creston.com

Group Chief Executive's Statement

Overview

Much has been achieved during the course of the year, with the completion of our co-location strategy and an excellent new business performance providing a strong foundation for the future. With these factors in mind, former Group Chief Executive Don Elgie retired from the Group at the year end and Non-Executive Chairman David Grigson will be stepping down from the Board with effect from the AGM on 8 September 2014. Richard Huntingford, a member of the Board since 2011, will become Non-Executive Chairman and Chairman of the Nominations Committee. I would like to thank both Don and David for their significant contributions in helping to build Creston into the company it is today.

We began the year having experienced a large single client loss in the Health division in the prior quarter, which we had to compensate for in new business terms before we could report growth. Very high levels of new business pitching in the first half gave us an encouraging start but also took a short term toll as resource was directed towards this without earning fees. Our first half financial performance therefore fell behind our expectations; however it did set us up for a good second half. Across all our divisions the new business wins translated to revenue and profits at a level which almost off-set the first half shortfall against the prior year. The net result was a small year-on-year decline in revenue and Headline PBIT.

The second half reported revenue and Headline PBIT growth of 3 per cent and 7 per cent respectively against the prior year; and the year ended with revenue of £74.9 million (2013: £75.2 million), Headline EBITDA of £11.6 million (2013: £12.0 million) and Headline PBT of £9.6 million (2013: £10.0 million). At the year end, the Group had net cash of £7.5 million (2013: £11.2 million), excluding the deferred consideration liability of £1.7 million (2013: £1.7 million).

In addition to the improved financial performance in the second half across all three divisions, the Group also made substantial operational progress during the year:

Firstly, the net new business wins have been at their strongest level for several years, with net annualised revenue of £8.6 million (2013: £3.3 million). Winning further brands and assignments from existing clients such as Canon, Danone, Diageo, Reckitt Benckiser, Sainsbury's and Unilever, plus adding a number of new clients, including Bentley, HSBC, Novartis, Sony PlayStation, United Nations WSSCC and Virgin Trains, reaffirms that the Group's core offer remains relevant and compelling.

Secondly, a key milestone for the Group during the year was exceeding the 50 per cent threshold in terms of revenue from digital and online work, something originally targeted for FY15. In total, 53 per cent of revenue was from such services and this performance was strengthened by key account wins, such as Reckitt Benckiser and most recently, post year-end, for McCain across all their UK brands. The digital nature of the work we are conducting continues to afford the Group international opportunities for the likes of Danone, Unilever, Diageo and many more. This recognised capability in servicing clients in a digital-first world has certainly been a key driver in the Group's new business opportunities and the demand continues into the new financial year.

The completion of the co-location strategy in September 2013 was another key strategic objective, with all London companies moving into Creston House. Since the new office constitutes an almost 20 per cent increase in space for the relevant companies, the incremental property cost of approximately £0.8 million, as previously reported, was always expected to impact the year-on-year Headline PBIT and margin performance. The strategy has shown to be a real success in terms of greater synergy and collaboration between our companies, as it has led to winning new business from Canon (a referral for their pan-European digital advertising), the British Chambers of Commerce and Ofgem, both involving three companies spanning insight, PR and digital advertising. Overall, the Group continued to work more closely than ever before under its Better Together ethos, resulting in 36 per cent of Group revenue from shared clients. The Board remains confident that further synergy wins and an improved service offering, as a result of closer working practices, will contribute to future revenue growth and increased margin.

Finally, the Group continued to broaden and diversify its client offer and services during the year. This included the launch of digital healthcare agency DJM in the US, a brand and creative agency called Loooped, a small conflict healthcare PR agency called Liberation and the launch of our social media agency Things With Wings as a joint venture between our PR agency Nelson Bostock Group and our digital agency TMW.

Divisional Review

Communications division

With the investment in new business activity at the beginning of the financial year, the Communications division delivered Revenue and Headline PBIT growth during the second half of 1 per cent and 7 per cent respectively but reported a full year 1 per cent decline in revenue to £40.7 million (2013: £41.1 million). The decline in Headline PBIT to £5.7 million (2013: £6.2 million) is a result of the lower revenue, the expected increase in property costs and the investment in new business activity during the first half. These factors also contributed to the lower Headline PBIT margin of 14 per cent (2013: 15 per cent). On a Reported basis, PBIT was £5.6 million (2013: £6.2 million).

Innovation and technology were a major focus for the division during the year. Work included the development of a new platform for automotive dealer marketing portals and new mobile apps for Danone, while the Group also engaged on an 'Innovation Accelerator' programme in partnership with The Bakery. The Innovation Accelerator programme exists to deliver innovative technology-based solutions to brands' big challenges and enables us to tap into over 400 young technology companies around the world. We are already well into the process of developing technology-driven brand solutions for Danone, Unilever and Public Health England in this way, with three other major brands at the start of the process.

Major new business wins mean the division is well-placed for the next financial year. New additions to the client list include Arthritis Research UK, Bentley, HSBC, Sky and Virgin Trains, along with additional brands for Unilever and the post period win of the Right to Buy digital contract through the Crown Commercial Service (formerly Government Procurement Service).

Significant work included TMW's Durex Earth Hour campaign which achieved 64 million video views across more than 50 countries, all in the space of just a few weeks. The high profile PlayStation 4 launch, which included the PS4-branded OXO Tower stunt, and class-leading global CRM work for Danone are also notable.

Health division

As expected, revenue for the Health division declined during the year, driven by the previously reported loss of the US Sanofi business in Q4 FY13. This has been partly offset by the UK Health companies performing well with revenue growth of 5 per cent on a like-for-like basis and the continued growth of the digital healthcare agency DJM, acquired in the second half of last financial year.

The division's revenue declined to £21.3 million (2013: £21.9 million) and Headline PBIT to £4.5 million (2013: £5.1 million). Due to the US group performance, like-for-like revenue declined by 11 per cent and Headline PBIT margin declined to 21 per cent. These full year results mask a material difference in the revenue and Headline PBIT growth performances between the first and second halves of the financial year, respectively a decline of 12 per cent and 44 per cent followed by growth of 6 per cent and 22 per cent. This second half performance was enhanced by the US Group starting to replace the lost Sanofi business and improving its profitability.

On a Reported basis, PBIT declined to £4.0 million (2013: £6.5 million) primarily due to the net of the revaluation credit of the estimated deferred consideration (£6.8 million) and the impairment of goodwill (£5.2 million) taken during FY13.

The focus for the Health division during the year was on innovation and creativity, pushing the boundaries to create 'firsts' in the healthcare industry. The division is successfully carving out an industry-leading end-to-end practice spanning all marketing disciplines, both in the UK and globally. 

The acquisition of DJM in November 2012 has continued to have a positive impact on the ability of the agencies to deliver innovative and creative campaigns for their clients and has also driven the growth of the division's revenue from digital and online to 30 per cent (2013: 19 per cent). The launch of DJM US in September, based at Creston Health's Fifth Avenue offices, has already started to contribute to revenue.

This year saw the launch of Chemia, a new multi-disciplinary network covering creative, PR, digital and experiential, Government relations and medical education across the globe. Other developments in the year included the launch of conflict PR agency, Liberation, and the creation of Loooped, a brand and creative consultancy. Cooney/Waters and partner Russo Partners created a new initiative called Clearpath which spans communication in investor relations, advocacy, corporate and strategic marketing for healthcare companies.

The health agencies have demonstrated the power and benefits of the Group's Better Together ethos in the past 12 months. The Creston Health agencies undertook 26 collaborative pitches, referred 40 pieces of business to each other and currently have 34 shared brands across 23 shared clients which are worth £10.3 million revenue to the division. New business wins to the division over the year included the WHO (World Health Organisation), MSD, Takeda, Alere, GAVI Alliance, Novartis, United Nations WSSCC (Water Supply and Sanitation Collaborative Council) and further Gilead brands. There was also the post period win of Cow & Gate as the result of a referral from the Communications division, which has a long term relationship with the Danone client.

Insight division

A strong performance for the Insight division with revenue growth of 7 per cent to £12.9 million (2013: £12.1 million) and a significant Headline PBIT increase to £2.6 million (2013: £1.4 million). This is a good improvement for the division, with the revenue growth and the realignment of the cost base resulting in a much improved margin of 20 per cent (2013: 12 per cent). On a Reported basis, PBIT was £1.7 million (2013: £1.4 million).

For ICM, the period represented a marked recovery following the management team and structural changes undertaken in FY13. The year saw growth from existing clients including Vodafone and Aviva, together with the addition of new clients including the British Chambers of Commerce and HM Passport Office.

Marketing Sciences delivered an exceptional year of revenue and Headline PBIT growth. This was driven by growth in key client relationships such as Tesco, Danone, Iglo Group, Kimberly Clark, Velux and Reckitt Benckiser.

Digital innovation will continue to affect data collection and analysis. Online communities, real-time feedback, neuroscience (the measurement of emotions) and the measurement of multi-channel consumer activity will be the fundamental drivers for innovation. The Group's proven ability to interpret big data, predict future trends, understand the consumer and deliver actionable intelligence for clients will be bolstered by the post period acquisition of Walnut, a recent start-up specialising in neuroscience, for a small sum of less than £0.1 million.

People

Our ability to deliver innovative, creative and technologically relevant solutions to clients is based very much on the capabilities and passion of our people. During 2013 our companies won an impressive 20 awards and were shortlisted or finalists for a further 69 awards. Five of our companies have already won awards since the turn of the year, indicating another year of industry-recognition for our client work. Our excellent new business performance and the delivery of award-winning work for clients are down to the hard work of our people and I would like to thank all Creston employees for their contribution.

This year Best Companies, the workplace engagement specialists, selected four Creston companies through its accreditation standard which recognises excellence in the workplace. It was also the second year of our Next Generation programme which is focused on ensuring that our new joiners have a thorough understanding of the Group and its disciplines. General training and continuous professional development opportunities are provided to staff across the Group and the current financial year will see a revised senior management training programme rolled out. We remain committed to attracting, training and retaining the best people.

Dividend

Following another year of good cash conversion and the Group's net cash position combined with the Group's outlook, the Board recommends a final dividend of 2.70 pence per share (2013: 2.67 pence per share). This, with the half year dividend of 1.20 pence per share (2013: 1.00 pence per share), gives a total full year dividend of 3.90 pence per share (2013: 3.67 pence per share), representing a 6 per cent increase compared to the prior year.

In light of the Group's history of strong cash generation and low gearing, the Board intends to maintain a progressive dividend policy and will continue to work towards a one-third/two-third allocation between the half year/final dividend payment respectively.

Future Strategic Objectives

Industry trends

As part of the Group's strategic planning for the coming years, it is looking to focus on three significant market shifts.

Firstly, the continued shift away from mass marketing towards targeted, measurable and personalised marketing. This trend is a result of the hyper-connected world we live in, the growth in customer data and technology's impact on a customer's experience with a brand.

Secondly, the increasing client-demand for a Group of specialists that can collaborate to leverage their collective expertise and knowledge to produce effective, multi-discipline strategies and creative campaigns across multiple platforms and channels.

Finally, as reported in the May 2014 Financial Times Connected Business supplement, spend on technology by marketing departments is one of the fastest growing areas of corporate investment in today's world of convergence. This means that marketing agencies need to be advising their clients on the best strategies for using technology for marketing. This will create greater opportunities for digitally focused groups, such as Creston, who can consult on and implement marketing technology from online video platforms, to search engine optimisation, to social media, to e-CRM and to business intelligence platforms. Technology is changing the way that brands collect information and engage with customers, so a deep understanding of emerging platforms is vital.

New strategic vision

The current financial year will see the launch of a new Group vision and strategy to meet these market shifts.

A key strategic objective will be to position Creston as a more integrated 'agency group', rather than a group of agencies, under the branding of Creston Unlimited towards the end of the first half of the current financial year. This brand will have a market proposition that allows us to provide clients with an evolved and distinctive offer that effectively brings together our core strengths in insight, technology and creativity. In today's world of digital convergence, we believe that this revised approach, supported by unified branding across the Group, will provide an opportunity for us to pitch and win more multi-discipline business from existing and new clients, rather than be structured for single discipline pitches.

This new agency group structure will help drive our organic earnings growth, as well as align some of our cost base, since the Group will no longer be structured around three divisions but rather around one compelling client offer. The Group's insight capabilities will be an important part of the Group's new consultancy offer and will also closely support our communications companies, allowing us to develop ideas which exploit the data and insight that will help clients to effectively understand and engage with their customers. The Group will continue to have an important specialism in health marketing. As the digital marketplace develops at pace, it is important that our health marketing companies have a competitive edge by being closely aligned with the fast paced world of consumer marketing. This will be achieved by drawing on the expertise and experience of our insight and communications companies. 

Looking ahead, the Group will focus on generating earnings growth in four ways: 

In reference to point 4, up to £2 million of shares will be acquired by the Group pursuant to the buy-back programme and subject to being able to acquire shares at an appropriate price. Details of the buy-back programme are explained in a separate regulatory announcement, with ongoing announcements to update the market as and when purchases are made.

Outlook

I am proud to be able to guide the next phase of Creston's development as Group Chief Executive, overseeing our evolution into a more integrated and unified agency group. Through the Creston Unlimited proposition, the Group will be better placed than ever before to deliver on the needs of our longstanding base of blue-chip clients against the dynamic backdrop of technological development and digital convergence.

The revised client offer will also provide us with an opportunity to win more multi-discipline business and the potential to create additional organic growth over the coming years. We will continue to look to grow the business through selected acquisitions and start-ups and to develop our international reach through partnerships that enhance access to key markets.

This will be a year of investment in realigning our businesses under a unified Group offer and whilst we remain cautious about the state of the broader macro-economic climate and its potential to affect client budgets, we are confident that the implementation of our new vision will enable us over the medium term to deliver higher rates of growth and increased value for shareholders.

Financial Review

Headline results

For the financial year ended 31 March 2014, Group revenue slightly decreased to £74.9 million (2013: £75.2 million) and Group Headline PBIT decreased by 4 per cent to £9.8 million (2013: £10.2 million), as Headline PBIT margin declined one percentage point to 13 per cent (2013: 14 per cent). Group Headline PBT for the year was £9.6 million (2013 £10.0 million) and Headline Diluted Earnings Per Share (DEPS) decreased 20 per cent to 11.79 pence (2013: 14.66 pence), primarily due to a tax credit in the prior year following a positive conclusion to an outstanding HMRC enquiry (further explanation can be found in note 5).

Headline items

Headline items consist of certain items which are eliminated from Reported results to enable a better understanding of the underlying performance of the Group (see note 4 for further detail), the material items of which were:

(i) Property related costs

As previously reported, there have been associated one-off costs with the London co-location, such as double rent and rates and onerous lease provisions, and in the year there has been a related charge of £1.4 million added back to our Headline figures in order to show the underlying operating performance. This charge is a mixture of cash and non-cash items and was funded by the £7.2 million received in the previous financial year for the reverse premium and contribution to the dilapidations obligation (see note 9 for further detail).

(ii) Acquisition, start-up and restructuring related costs

The challenging market place impacted Vitaris, our small healthcare research consultancy, which was closed during the year. Its lack of critical mass in the highly competitive area of healthcare research meant that it had not performed as budgeted. This coupled with restructuring costs in the Insight division resulted in £0.4 million added back to the Headline figures.

Start-up related costs of £0.2 million associated with the new brand and creative consultancy, Loooped, have also been excluded from the Headline PBIT measure for the year.

Reported results

Group Reported PBIT decreased by 33 per cent to £7.4 million (2013: £11.0 million), primarily due to the net of the revaluation credit of the estimated deferred consideration and the impairment of goodwill taken during FY13 and resulted in a Group Reported PBIT margin of 10 per cent (2013: 15 per cent). Group Reported PBT decreased 35 per cent to £7.2 million (2013: £11.0 million). Group Reported DEPS decreased 47 per cent to 8.52 pence (2013: 16.10 pence). Note 4 to the full year results presents a reconciliation between Headline and Reported results.

Key performance indicators

The Group manages its operational performance through a number of key performance indicators (KPIs). The principal ones are as follows:-

*Net debt including deferred consideration

Balance sheet

As at 31 March 2014, the Group was in a net cash position of £7.5 million (2013: £11.2 million). The net cash including deferred consideration liabilities of £1.7 million (£0.3 million for the Cooney/Waters Group and £1.4 million for DJM) was £5.7 million (2013: £9.5 million).

Cash flow performance

During the financial year, the adjusted operating cash flow was £7.5 million (2013: £12.3 million). The cash conversion ratio of adjusted operating cash flow to Headline EBITDA was 65 per cent (2013: 102 per cent). The lower cash conversion reflects the reversal of the exceptional negative working capital position of £1.2 million as at 31 March 2013 and the return to a more normalised positive working capital position of £1.9 million. Management continues to place significant emphasis on managing working capital effectively and this has resulted in a five year cumulative cash conversion of 97 per cent.

The adjusted operating cash flow of £7.5 million excludes £3.7 million outflow of operating lease proceeds that have been utilised to fulfil the dilapidations obligation and settle the associated VAT liability, see note 9 for further details.

Net finance costs

Despite the Group being in a net cash position throughout the year, Headline net finance costs were £0.1 million (2013: £0.2 million) due to the interest paid as a non-utilisation fee for the revolving credit facility. The Group's average interest rate margin paid over LIBOR was 1.75 per cent (2013: 1.75 per cent) in the months the facility was drawn on. Headline net finance costs were covered by Headline EBITDA 78 times (2013: 79 times).

The Reported net finance costs were £0.2 million (2013: nil), which includes a notional finance charge relating to the deferred consideration payments of £0.1 million (2013: £0.2 million credit).

Effective tax rate

The Headline and Reported tax rates of 25 per cent (2013: 11 per cent) and 27 per cent (2013: 11 per cent) respectively are slightly higher than the UK statutory rate of 23 per cent as a result of disallowable expenditure and higher rates of US tax incurred by the Group's US operations. The prior year Headline and Reported tax rates included a provision release of £1.7 million following resolution of HMRC's enquiry into the tax deductibility of goodwill that was written off when CML Research Limited ceased to trade in 2009.

In future periods we expect the Headline tax rate to reduce from its current rate of 25 per cent in line with the falling UK statutory tax rate.

Share buy-back

Following the launch at the end of FY13 of a new three year Save As You Earn (SAYE) share incentive scheme for its UK employees, the Group undertook a share buy-back programme with the objective of meeting the obligations arising from the scheme. The programme was completed in the year with 1 million ordinary shares purchased from the market.

As stated above, up to £2 million of shares will be acquired by the Group pursuant to the new buy-back programme. A separate announcement has been made today with the details of the buy-back programme.

Barrie Brien

Group Chief Executive

UNAUDITED CONSOLIDATED INCOME STATEMENT

for the year ended 31 March 2014

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfor the year ended 31 March 2014

CONSOLIDATED BALANCE SHEETas at 31 March 2014

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYfor the year ended 31 March 2014

CONSOLIDATED STATEMENT OF CASH FLOWSfor the year ended 31 March 2014

NOTES TO THE FULL YEAR RESULTS STATEMENTfor the year ended 31 March 2014

1. Basis of Preparation

The financial information set out herein does not constitute the company's statutory accounts for the years ended 31 March 2014 or 2013, within the meaning of section 434 of the Companies Act 2006. Statutory accounts for 2013 have been delivered to the Registrar of Companies. The auditors have reported on these 2013 accounts and their report was (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain statements under section 498(2) or (3) of the Companies Act 2006. Copies of the statutory accounts for 31 March 2014 will be distributed to shareholders in advance of the Annual General Meeting and will be delivered to the registrar of companies upon approval.

The information has been prepared in accordance with the EU-adopted International Financial Reporting Standards (IFRS) and IFRIC interpretations and with those parts of the Companies Act 2006 which are applicable to companies reporting under IFRS, however, this full year statement in itself does not contain sufficient information to comply with IFRS.

2. Accounting policies

The full year results were prepared in accordance with the policies disclosed in the 2013 audited Annual Report and Accounts.

The following standards, amendments and interpretations are relevant to the Group, but not yet effective and have not

been early adopted by the Group:

IFRS 10, 'Consolidated financial statements' (effective for periods beginning on or after 1 January 2014). This standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements. The standard provides additional guidance to assist in determining control where this is difficult to assess. This new standard might impact the entities that a group consolidates as its subsidiaries.

Amendment to IAS 32, 'Financial instruments: Presentation' (effective for periods beginning on or after 1 January 2014). This amendment updates the application guidance in IAS 32, 'Financial instruments: Presentation', to clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet.

IFRS 9 'Financial instruments' (effective for periods beginning on or after 1 January 2015). This standard on classification and measurement of financial assets and financial liabilities will replace IAS 39, 'Financial instruments: Recognition and measurement'. IFRS 9 has two measurement categories: amortised cost and fair value. All equity instruments are measured at fair value. A debt instrument is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. For liabilities, the standard retains most of the IAS 39 requirements.

3. Segmental Analysis

The chief operating decision-maker has been identified as the Executive Board of Directors ('the Board') which makes the strategic decisions. The Board has determined the operating segments in a manner consistent with the internal reporting provided to the Board. The Board considers the business from a divisional perspective, that being Communications, Health and Insight.

The principal activities of the three divisions are as follows:

Communications

The Communications division offers clients an integrated approach to their marketing and communication strategy, offering a range of services which include advertising, brand strategy, channel marketing, customer relationship marketing (CRM), digital marketing, direct marketing, local marketing, social media marketing and public relations.

Health

The Health division provides an integrated communications solution to the healthcare and pharmaceuticals sector and offers services which include advertising, advocacy, digital and direct marketing, public relations, issues and reputation management and medical education. 

Insight

The Insight division performs a complete range of market research services on behalf of its clients, through both qualitative and quantitative means, using the mediums of face-to-face, telephone and online data collection techniques.

The Board assesses the performance of the operating segments based on a measure of revenue and Headline PBIT. This measurement basis excludes the effects of exceptional charges from the operating segments, such as property related costs, acquisition, start-up and restructuring related costs, amortisation of acquired intangible assets, movement in fair value of deferred consideration, impairment of goodwill, future acquisition payments to employees deemed as remuneration and notional finance costs on deferred consideration.

Accounting policies are consistent across the reportable segments.

All significant assets and liabilities are located within the UK and US. The Board does not review the assets and liabilities of the Group on a divisional basis and therefore has chosen to adopt the amendments to IFRS 8 of not segmenting the assets of the Group.

Other information provided to the Board of Directors is measured in a manner consistent with that in the financial statements.

With the launch of a new Group vision and strategy in FY15 a new agency group structure is set to evolve. The Board is therefore likely to reconsider how it reviews the performance of the Group and as a result there may be a change in the Group's operating segments as defined under IFRS 8.  

Segmental analysis by business

Turnover, revenue, Headline and Reported profit before finance income, finance costs and taxation (PBIT) and profit before tax attributable to Group activities are shown below.

Property related costs of £1.4 million have been excluded from the Headline PBIT measure for the year ended 31 March 2014. These costs include £0.9 million recognised within the Head Office result, relating to the costs incurred during the vacant period of Creston House, including double rent, rates and service charge. A further £0.6 million in relation to the vacant period of Creston House was recognised within the Head Office result in the year ended 31 March 2013. As at 31 March 2013 a provision for the £0.9 million costs was not made with the economic benefit to be obtained under the new Creston House lease due to exceed these costs and the additional costs over the lease term.

The remaining £0.5 million included within the total £1.4 million of property related costs for the year relate to move costs and double rent, rates and service charge on existing leases; these have been recognised within the respective divisional result. With the economic benefit obtained during the year ended 31 March 2014 in excess of the £0.5 million incurred under the existing leases, a provision for these costs was not made as at 31 March 2013.

Acquisition, start up and restructuring related costs of £0.6 million have been excluded from the Headline PBIT measure for the year ended 31 March 2014. These consist of £0.4 million in closure costs and trading losses for Vitaris and restructuring costs within the Insight division, and £0.2 million in start-up costs associated with the new brand and creative consultancy, Loooped.

Due to management's revision of expected trading performance of Cooney/Waters during the earn-out period there was a reduction of deferred consideration during FY13 resulting in a credit to the income statement of £6.8 million. An impairment charge of £5.2 million was also recognised for the Cooney/Waters goodwill with the revision in expected trading performance no longer supporting the carrying value of goodwill. Both items were treated as Headline items in FY13 and excluded from the Group's Headline performance.

Geographical segmentation

The following table provides an analysis of the Group's turnover and revenue by geographical market, irrespective of the origin of the services.

4. Reconciliation of Headline profit to Reported profit

In order to enable a better understanding of the underlying trading of the Group, the Board refer to Headline PBIT, PBT and PAT which eliminate certain amounts from the Reported figures. These break down into two parts:

(i) Certain accounting policies which have a material impact and introduce volatility to the Reported figures. These are acquisition related costs, amortisation of acquired intangible assets, movement in the fair value of deferred consideration, future acquisition payments to employees deemed as remuneration and notional finance costs on future deferred consideration. These charges will cease once all the relevant earn-out and related obligations have been settled; and

(ii) Exceptional non-recurring operating charges, which consist of start-up and restructuring related costs, property related costs and the impairment of goodwill.  

During FY13 an income tax provision of £1.7 million was released following the conclusion of an HMRC enquiry into the deductibility of goodwill that was written off when CML Research Limited ceased to trade in 2009. This provision release was included within the Group's Headline profit after tax result of £8.9 million for the year ended 31 March 2013 to ensure consistent treatment with the annual tax relief obtained in prior periods.

5. Taxation

The Headline and Reported tax rates of 25 per cent (2013: 11 per cent) and 27 per cent (2013: 11 per cent) respectively are slightly higher than the UK statutory rate of 23 per cent as a result of disallowable expenditure and higher rates of US tax incurred by the Group's US operations. The prior year Headline and Reported tax rates included a provision release of £1.7 million following resolution of HMRC's enquiry into the tax deductibility of goodwill that was written off when CML Research Limited ceased to trade in 2009.

In future periods we expect the Headline tax rate to reduce from its current rate of 25 per cent in line with the falling UK statutory tax rate. 

6. Earnings per share

A reconciliation from Headline to Reported profit after tax is provided in note 4.

7. Dividends

A final dividend of 2.70 pence per share (2013: 2.67 pence per share) equivalent to £1,605,392 is recommended to be paid on 12 September 2014 to shareholders on the register on 8 August 2014. The final dividend will be recognised in the FY15 accounts, should it be approved by shareholders at the AGM.

8. Goodwill

Goodwill represents the excess of cost of acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition.

The Group acquired DJM Digital Solutions Limited and also recognised an impairment to Cooney/Waters in the year to 31 March 2013.

In accordance with the Group's accounting policy, the carrying value of goodwill and other intangible assets are not subject to systematic amortisation but are reviewed annually for impairment. The review assesses whether the carrying value of goodwill could be supported by the present value of future cash flows derived from operating activities. Future cash flows are calculated with reference to each cash generating unit's ('CGU's') two year business plan (approved in March 2014) which is subject to a rigorous review and challenge process. The residual growth rate thereafter is at a nominal rate of 3 per cent (2013: 3 per cent) for all units and after year five, a terminal value with 2.5 per cent (2013: 2.5 per cent) growth has been applied.

For acquisitions made within the last two years, the Group uses the relevant CGU's current year Headline performance and applies a 3 per cent growth (2013: 3 per cent) for the following four years with 2.5 per cent (2013: 2.5 per cent) growth on the terminal value. This is then adjusted for any related deemed remuneration charges relevant for that CGU. Management believe this method to be more appropriate as it allows them to work with any new acquisitions through one complete budgeting and performance cycle. Where a specific business issue such as the loss of a key client, as experienced by Cooney/Waters in 2013, means that the expected cash flows in the following three-year period are expected to be materially different to the residual growth rate of 3 per cent, the expected cash flows are used instead. Expected cash flows have been used in determining the recoverable amount at CWG and ICM instead of a residual growth rate of 3 per cent.

The pre-tax discount rate used to assess the carrying value of goodwill is 9.9 per cent (2013: 9.7 per cent). As all the CGUs are similar in nature, the risk profile is considered the same across countries. As a result the same discount rate is used for each.

The review performed at the year end did not result in the impairment of goodwill for any CGU with the estimated recoverable amount exceeding the carrying value in all cases.

Management also tested the sensitivity of key assumptions by increasing the discount rate by 10 per cent to 10.9 per cent, and maintaining the discount rate at 9.9 per cent whilst applying a 10 per cent decrease to the projected future cash flows, with neither scenario resulting in an impairment.

Through further sensitivity analysis management determined that the cash generating unit that is most sensitive to a change in key assumptions used in the calculation of the recoverable amount is ICM, with its value in use exceeding its carrying value by £3.4 million. The key assumption that is subject to possible change, on which management has based its determination of the CGU's recoverable amount, is the projected future cash flows over the 5 year period. If the discount rate remained at 9.9 per cent then in order for the CGU's recoverable amount to be equal to its carrying value a decrease in the 5 year projected future cash flows of 15 per cent would be required.

Components of goodwill at 31 March 2014 and 2013 are:

The US Health companies; Cooney/Waters and The Corkery Group, have evolved significantly since their respective acquisition by the Group and it has therefore been considered appropriate to reassess the composition of the cash generating units in the US as defined under IAS 36 'Impairment of Assets'. With the cash flows of Cooney/Waters and The Corkery Group now no longer independent from one another the companies have been combined into one single cash generating unit: Cooney Waters Group ('CWG'). This is considered to be the smallest identifiable group of assets operating in the US that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

9. Net proceeds on operating lease

On 7 January 2013 the Group entered into an operating lease for the new London office. On signing the lease, the Group received a one-off cash payment of £7.2 million (including VAT) in relation to a reverse premium and agreed dilapidations obligation. As at 31 March 2013 net proceeds of £6.5 million on the operating lease remained and were recognised as part of the Group's operating cash flow. Excluding the £6.5 million from the Group's operating cash flow of £18.8 million for the year ending 31 March 2013 resulted in an adjusted operating cash flow of £12.3 million.

During the year to 31 March 2014 £3.7 million of the operating lease proceeds have been utilised to fulfil the dilapidations obligation and settle the associated VAT liability. Excluding the £3.7 million from the Group's operating cash flow of £3.8 million results in an adjusted operating cash flow of £7.5 million.

The remaining liability for the reverse premium has been recognised within trade and other payables in the

Consolidated balance sheet, with £2.7 million being due in more than one year.

10. Analysis of net cash

11. Related-party transactions

Mr D C Marshall, a Non-Executive Director of Creston plc is a Director of City Group P.L.C. and Western Selection P.L.C. which held 3,000,000 Ordinary Shares in Creston plc at 31 March 2014. During the year total fees of £63,960 (2013: £64,160) were paid to City Group P.L.C., £28,960 (2013: £29,160) for the provision of secretarial services and £35,000 (2013: £35,000) for the services of Mr D C Marshall. As at 31 March 2014 £19,323 (2013: £8,667) was due to City Group P.L.C.

12. Availability of the Annual Report and Accounts

Copies of the Annual Report and Accounts are available on the Company's website www.creston.com.