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Interim Results

30 Sep 2008 07:00

RNS Number : 6328E
Interactive Prospect TargetingHdgs
30 September 2008
Β 

ο»Ώ

30 September 2008

Interactive Prospect Targeting Holdings Plc

("IPT" or "the Company" or "the Group")

Interim Results

Interactive Prospect Targeting Holdings Plc (AIM:IPH), the UK's leading online direct marketing company, today announces its Interim Results for the six months ended 30 June 2008.

Business OverviewΒ 

●

Revenue increased by 6% to Β£16.3m (June 2007: Β£15.4m).

●

Operating loss was Β£7.9m (June 2007: Profit Β£0.6m).

●

Adjusted operating loss* was Β£0.7m (June 2007: Profit Β£1.0m).Β 

●

Adjusted loss per share** was 3.9p (June 2007: Profit 1.3p) Basic loss per share was 20.9p (June 2007: Profit 0.3p).Β 

●

Continuing profitability of the French businesses.

●

On 29 September 2008 the Group disposed of itsΒ CoreΒ UKΒ businesses for Β£1.3m in cash.

- Ends -

For further information:

IPTΒ Holdings plc

Nicholas Ward,Β ExecutiveΒ Chairman

Tel: +44 (0) 20 7932 4100

Canaccord Adams

Mark Williams, Corporate Finance

Tel: +44 (0) 20 7050 6500Β 

mark.williams@canaccordadams.com

www.canaccordadams.comΒ 

Media enquiries:

Abchurch

Charlie JackΒ / Jack Ballantyne

Tel: +44 (0) 20 7398 7714

jack.ballantyne@abchurch-group.comΒ 

www.abchurch-group.com

The following descriptions are applied consistently throughout the interim report:

*Β Adjusted operating loss/profit is operating loss/profit before share-based payment charge, adjustment to goodwill on recognition of tax assets, amortisation of acquisition related intangible assets, impairment of non-acquisition related intangible assets and impairment of goodwill and acquisition related intangible assets. (See Note 4).Β 

**AdjustedΒ loss/earnings per share isΒ loss/profit for the period before share-based payment charge, adjustment to goodwill on recognition of tax assets, amortisation of acquisition related intangible assets, impairment of non-acquisition related intangible assets,Β impairment of goodwill and acquisition related intangible assets,Β foreign currency translation adjustment and interest accretion on contingent consideration,Β foreign exchange movement on foreign currency loan,Β andΒ the tax effect of the above items.Β (See Note 6).

Β Β CHAIRMAN'S STATEMENT

Introduction

On 15 AprilΒ 2008, following publication of disappointing results for the year ended 31 December 2007,Β Interactive Prospect Targeting Holding plc (hereafter "IPT" or "the Group" or "the Company"),Β announced it was to carry out a strategic review of all Group operations. On 20 June 2008,Β I was appointed to the BoardΒ as Executive Chairman, one of my tasks beingΒ to assist with the completion of this ongoing review.Β Subsequently,Β it became apparent that urgent actionΒ wasΒ needed to ensure the survival of the Group, as the underperformingΒ UKΒ business had not been restored to profit and the losses being incurred were not sustainable given the available Group resources.Β In addition, the Group entered into discussion with its bankers regarding a defaultΒ onΒ its banking covenantsΒ andΒ aΒ missedΒ loanΒ repayment, due in July 2008.Β Β 

The level of losses in theΒ UKΒ coupled with restrictions on the use of funds inΒ France, which have arisen as a result of French dividend regulations and earnout arrangements entered into upon acquisition of these businesses,Β haveΒ resulted in a short-term funding issue for the Group.Β The Board therefore focussed on exploring all options for the loss-makingΒ UKΒ business and on maintaining ongoing discussionsΒ with the Company's bank to secure the Group's funding requirements.Β 

Disposal ofΒ UKΒ businesses

On 29 September 2008,Β the Group announced that it has sold its core UK Customer Acquisition and ListΒ Rental business toΒ a subsidiary ofΒ Volvere plc for a cash consideration of Β£1.3m, the proceeds of which will be used to assist with the working capital needs of the Group. The Group has also agreed that in the event of aΒ furtherΒ sale of these businessesΒ by the acquiring companyΒ within the next 12 months for a purchase price in excess of Β£1m,Β the Group will receiveΒ a portion of theΒ sales proceedsΒ above Β£1m.Β 

The followingΒ UKΒ businesses:Β Emailbureau,Β Tpoll,Β Newsletters Online, EveryinvestorΒ and Integra Insight,Β have not been soldΒ as part of this agreement. However, taken together, theseΒ UKΒ businesses are not profitable and the Group remains in active discussions about theirΒ future.Β 

None of the Group's three French businesses (DirectinetΒ SA, NP6 and Net Collections) are included in the sale. As announced on 15 September 2008, the Board is considering the sale of one of its French subsidiaries.

Details of amendment to the Group's loanΒ 

As part of the sale process,Β the Group has agreed in principle to amend theΒ bank covenants andΒ terms of its existing loan of €6.5mΒ with Barclays Bank. In principle the loan is to be repaid in four equal instalments from October 2009 to April 2011.Β A re-scheduling fee of 10%Β of the loan is to be added to the principal loan and is payable in October 2011. The loan and re-scheduling fee incur an interest rate ofΒ 5% over Euribor, reducing to 2.5%Β over Euribor once €3.25mΒ ofΒ principal has been repaid. A penalty will be incurred if €3,250,000 principal is not repaid by 31 March 2009. The penalty will be calculated as 10%Β of the sum of €3,250,000 less principal payments to 31 March 2009. Any penalty arising would be added to the principal and payable in October 2011.Β 

The bank will receive warrants to subscribe at par up to a maximum of 3mΒ shares inΒ IPT. These are exercisable at any time before 31 March 2012. There is a prohibition on payment of dividends byΒ IPTΒ until the loan is repaid in full.

Board

As a result of the disposal of theΒ CoreΒ UK business, Lionel Thain resigned yesterday from the Board. Eoin Ryan will resign from the Board today. Both have left the Group and are taking up positions with the acquiring company.

GoingΒ concern

As mentioned in Note 1,Β the Directors, having conducted a review of the trading prospects of the Group including a cash flow forecast which considers the Group's funding requirements to the end ofΒ SeptemberΒ 2009, continue to be of the view that it is appropriate to prepare the financial statements onΒ a going concern basis.Β 

Current tradingΒ andΒ outlook

ThisΒ interim periodΒ has been an extremely difficult chapter for the Group.Β What started as a strategic review turned into a fight for the survival of the Group. Although the outcome is disappointing, your Board has no doubt thatΒ yesterday'sΒ announcement represents the best value for shareholders. There is further work to do, including determining the future of the remainingΒ UKΒ activities, accessing funds in the French subsidiaries and putting inΒ placeΒ arrangements for the long termΒ management of these companies.Β The Board will explore all options for the early repayment of the Barclays loan, including the possible disposal of one of the French subsidiaries. Our aim is to ensure that the Group can continue to operate viably in the long term, albeit on a reduced basis.

Nicholas Ward

Chairman

29 September 2008

BUSINESS REVIEW

Results

Group revenue in the 6 months endedΒ 30Β June 2008 increased by 6% to Β£16.3m (June 2007: Β£15.4m).Β FranceΒ revenue grew by 76% toΒ Β£9.5m (June 2007: Β£5.4m)Β due toΒ the acquisition of NP6Β in June 2007,Β Directinet'sΒ continued growthΒ andΒ the launch of NetcollectionsΒ in 2007.Β UKΒ revenue decreased by 29% to Β£7.1m (June 2007: Β£10.0m)Β reflectingΒ theΒ continued decline in the core data rental and emailΒ broadcast businesses.Β GroupΒ adjustedΒ operatingΒ loss in the 6 months ended June 2008 was (Β£0.7m) (June 2007:Β profit Β£1.0m).Β Group operating profit includes a Β£1.1m charge for foreign exchange movements in relation to the Group's bank loan and deferred consideration liabilities. The increase in value of the French subsidiaries due to foreign exchange movements of Β£2.4m goes directly to equity.

FranceΒ adjustedΒ operating profit grew by 97% to Β£2.0m (June 2007: Β£1.0m) includingΒ the impact ofΒ the acquisition of NP6 and organic revenue growthΒ inΒ Directinet. UK AdjustedΒ operatingΒ loss wasΒ (Β£2.3m)Β (June 2007:Β profit Β£0.3m). Despite implementing cost saving measures during the period,Β UKΒ profitabilityΒ fell due to the decline inΒ high marginΒ data rentalΒ revenuesΒ andΒ debtor write-offs andΒ provisions, some of which related to debts from the prior period.

Group operating loss in the 6 months ended June 2008 was (Β£7.9m) (June 2007: profit Β£0.6m). France operating profit was Β£1.7m in the period (June 2007: profit Β£0.8m).

UKΒ operating loss wasΒ (Β£9.2m)Β (June 2007:Β profit Β£0.3m). TheΒ UKΒ resultΒ included:

ChargesΒ of Β£5.1m (June 2007:Β nil) relatingΒ to the impairment of goodwill onΒ acquiredΒ UKΒ subsidiariesΒ of Β£4.3mΒ and acquisition related intangible assetsΒ ofΒ Β£0.8m.Β These represent theΒ balance ofΒ goodwill and intangibleΒ assets recognised on theΒ acquisition ofΒ UKΒ businesses. The businessesΒ are not forecast to be profitable in the foreseeable futureΒ and are not expected to have significant value on disposal.Β 

Charges totallingΒ Β£1.8m (June 2007:Β nil) relating to the impairment of data and website intangible assets.Β Marketing expensesΒ forΒ data acquisition are capitalised as incurred and amortised over the expected life of the data.Β Profits from the utilisation ofΒ the data assetsΒ are not currently foreseen.Β Accordingly,Β the values previously capitalised have been subject to impairmentΒ of Β£1.6m.Β Website development costsΒ are also capitalised as incurred.Β Of the websites developed, several have been closed down and those still in operation are not forecast to be profitable in theΒ foreseeableΒ future. The capitalised website costsΒ of Β£0.2mΒ have been impairedΒ in full.

GroupΒ tax charge wasΒ Β£0.8m despite incurring a loss before tax. The tax charge reflects tax payable on French profits and a write-down of deferred tax assets in theΒ UK. No deferred tax assets have been recognised in respect of losses incurred in theΒ UKΒ as utilisation of these losses is not probable.

Group loss after tax for the period wasΒ (Β£9.9m)Β (June 2007: Profit Β£0.2m). Basic loss per share for the period wasΒ (20.9p)Β (June 2007:Β profitΒ 0.3p).

Overview

In 2007 and during the first half of 2008Β the Group'sΒ French businesses have continued to grow whileΒ UKΒ operationsΒ performed significantly belowΒ expectation.

France

Directinet continues to dominate the French market for email marketing, servicing a strong blue-chip client base. Although the economic conditions inΒ FranceΒ are difficult,Β Directinet have increased revenues year-on-year.Β TheΒ French market isΒ alsoΒ exposedΒ toΒ difficulties associated with email deliveryΒ but to a lesserΒ extentΒ than in theΒ UK. DirectinetΒ hasΒ recognised an opportunity to deliver additional agency services to clients thus leveraging its client baseΒ and diversifying its offering.

NP6 has developed its MailperformanceΒ email broadcasting softwareΒ to be a leading provider of broadcasting solutions inΒ France. It is experiencing strong growth in thisΒ alreadyΒ commoditised marketplace.

Netcollections, a customer acquisition business launched in the second half of 2007, has already built a strong client base and is exploiting the high demand for opt-in email data inΒ France. As a start-upΒ businessΒ itΒ was loss-making in the six months to June 2008Β but revenues have grown significantly inΒ this periodΒ compared to the second half of 2007.

UKΒ 

Whilst theΒ UKΒ customer acquisition business has recovered from the execution issues affecting the operation of its flagship site, myoffers.co.uk, in 2007, revenue growth has been restricted by the ability to acquire cost-effective traffic. This necessitated the need to source additional traffic at higher costs to satisfy client demand thereby resulting in lower margins. TheΒ UKΒ business also changed its business model to include large contracts to be satisfied by outsourced consolidated lead generation. These contracts provided compensating increases in revenue, albeit without the ability to add the out-sourced leads to the list rental database.

The UK data rental business, in particular, has performed well below expectations in 2008. It has faced strong competition in a demanding economic environment, including being impacted by the challenges facing the UK financial sector which constitutes a significant proportion of revenue. Additionally, despite overcoming the specific delivery problems experienced in 2007, the business has been affected by generally increasingly difficult email delivery environment.

TheΒ UKΒ marketΒ research businesses have also experienced lowerΒ thanΒ expectedΒ revenues in 2008 against the backdrop of difficult economic conditions and increasing competition. Tpoll isΒ continuing to develop its own consumer panels, which are expected toΒ enable it toΒ deliver margin improvement once scale is achieved. Integra Insight has increased revenues andΒ reduced lossesΒ in the six months toΒ 30Β June 2008.

TheΒ UKΒ emailΒ broadcastΒ businessΒ was severely affected by the loss of key staff in 2007 and revenues have decreased by 56% in the six months endedΒ 30Β June 2008 compared to the same periodΒ in 2007. In 2008,Β the business has been rebranded under theΒ 'MailperformanceΒ UK'Β brandΒ to reflect the use of Group proprietary email delivery softwareΒ of the same nameΒ developed by NP6.Β 

INDEPENDENT REVIEW REPORT TO INTERACTIVE PROSPECT TARGETING HOLDINGSΒ PLCΒ 

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2008 which comprises theΒ income statement, the balance sheet, the statement of recognised income and expense, the cash flow statement and related notes 1 toΒ 9. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to theΒ Company in accordance with International Standard on Review Engagements 2410 issued by the Auditing Practices Board. Our work has been undertaken so that we might state to theΒ Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than theΒ Company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance withΒ theΒ AIMΒ Rules of the London Stock Exchange.

As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with IFRSs as adopted by the European Union.Β The condensed set of financial statements included in this half-yearly financial report have been prepared in accordance with the accounting policies the Company intends to use in preparing its next annual financial statements.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of ReviewΒ 

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2008 is not prepared, in all material respects, in accordance withΒ theΒ AIMΒ Rules of the London Stock Exchange.Β 

Emphasis of matter - going concern

Without qualifying our conclusion, we draw attention to the disclosures made in note 1 of the condensed financial statements concerning the Group's ability to continue as a going concern. These include the following uncertainties:Β 

successful negotiation with management of DirectinetΒ SAΒ regarding: i) terms of earnout payments in relation to year ending 31 December 2008, which would result in removal of restrictions on the use of the French funds and ii) arrangements for the future management of the businesses;

the disposal of one of the French subsidiaries; and

finalisation of the contractual agreement for the renegotiation of the loan payment terms and covenants with the bank by 17 October 2008.

These events and conditions, along with other matters as set forth in note 1, indicate the existence of material uncertainties which may cast significant doubt about the Group's ability to continue as a going concern. The interim financial information does not include the adjustments that would result if the Group were unable to continue as a going concern, which would include writing down the carrying value of assets, including goodwill, to their recoverable amount and providing for any further liabilities that might arise as it is not practicable to determine or quantify them.

Deloitte & Touche LLP

Chartered Accountants and Registered AuditorΒ 

Reading,Β United Kingdom

29 September 2008

Β Β CONSOLIDATED INCOME STATEMENTΒ 

FOR THE SIX MONTHS ENDED 30 JUNEΒ 2008

Β 

6 months ended

30 JuneΒ 

2008

6 months endedΒ 

30 JuneΒ 

2007Β 

YearΒ 

endedΒ 

31 December 2007Β 

Notes

Unaudited

Β£'000

Unaudited

Amended

(See note 1)

Β£'000

Audited

Amended

(See note 1)

Β£'000

Revenue

3

16,314

15,396

33,244

Cost of sales

(6,199)

(5,584)

(12,626)

Gross profit

10,115

9,812

20,618

Administrative expenses

Share-based payment charge

(18)

(67)

(145)

Adjustment to goodwill on recognition of tax assets

-

(20)

(30)

Amortisation of acquisition related intangible assets

(287)

(223)

(506)

Impairment of non-Β acquisition relatedΒ intangible assets

Β 

(1,751)

-

-

Impairment of goodwillΒ and acquisition related intangibles

Β 

(5,142)

-

-

Other administrative expenses

(10,788)

(8,856)

(19,310)

Total administrative expenses

(17,986)

(9,166)

(19,991)

Operating (loss)/profit

(7,871)

646

627

Investment revenue

33

60

142

Finance costs

- Interest on bank overdraft and loans

(152)

-

(145)

- Foreign exchange loss on loan payable

(346)

-

(439)

- Changes to deferred consideration payable

(733)

(179)

(1,151)

(Loss)/profit before tax

(9,069)

527

(966)

Tax

5

(805)

(375)

(695)

(Loss)/profit for the period

(9,874)

152

(1,661)

(Loss)/profit attributable to equity holders of the parent

(9,874)

152

(1,661)

(Loss)/earnings per shareΒ 

6

Basic and diluted (pence)Β 

(20.9)

0.3

(3.7)

All results are derived from continuing operations.

Β Β 

CONSOLIDATED STATEMENT OF RECOGNISED INCOMEΒ ANDΒ EXPENSES

FOR THE SIX MONTHS ENDED 30 JUNEΒ 2008

6 months ended

30 JuneΒ 

2008

6 months endedΒ 

30 JuneΒ 

2007Β 

YearΒ 

endedΒ 

31 December 2007Β 

Unaudited

Β£'000

Unaudited

Amended

(see note 1)

Β£'000

Audited

Β£'000

Tax taken directly to equity - current tax

1

Β 

29

43

Tax taken directly to equity - deferred tax

(185)

Β 

(132)

(153)

Exchange differences on translation of foreign operations

2,405

Β 

(382)

2,307

Net income/(expense)Β recognised directly in equity

2,221

Β 

(485)

2,197

(Loss)/profit for the period

(9,874)

Β 

152

(1,661)

Total recognised income and expense for theΒ period

(7,653)

Β 

(333)

536

Prior year amendment - deferred considerationΒ (see note 1)

-

Β 

-

(400)

Total recognised income and expense since last report

(7,653)

Β 

(333)

136

The total recognised income and expense in theΒ periodΒ is attributable to:

Equity holders of the parent

(7,653)

Β 

(333)

536

Β Β 

CONSOLIDATED BALANCE SHEET

AT 30 JUNEΒ 2008

30 JuneΒ 

2008

30 JuneΒ 

2007Β 

31 December 2007Β 

Notes

Unaudited

Β£'000

Unaudited

Amended

(seeΒ Note 1)

Β£'000

Audited

Β£'000

Non-current assets

Goodwill

28,512

28,950

31,006

Other intangible assets

2,990

6,298

5,951

Property, plant and equipment

992

849

949

Deferred tax asset

25

537

679

32,519

Β 

36,634

38,585

Current assets

Trade and other receivables

11,036

11,679

14,198

Cash and cash equivalents

2,900

5,238

4,710

13,936

Β 

16,917

18,908

Total assets

46,455

Β 

53,551

57,493

Current liabilities

Trade and other payables

(8,001)

Β 

(6,751)

(9,467)

Current tax liabilities

(138)

Β 

(396)

(440)

Obligations under finance leases

(69)

Β 

-

-

Bank loans and overdrafts

(5,142)

Β 

(242)

(800)

Deferred consideration payable

(3,858)

Β 

(3,819)

(4,254)

(17,208)

Β 

(11,208)

(14,961)

Non-current liabilities

Deferred tax liability

(886)

Β 

(1,309)

(1,223)

Bank loans

-

Β 

(4,357)

(3,997)

Deferred consideration payable

-

Β 

(3,610)

(3,546)

(886)

Β 

(9,276)

(8,766)

Total liabilities

(18,094)

Β 

(20,484)

(23,727)

Net assets

28,361

Β 

33,067

33,766

Equity

Share capital

7

202

179

179

Share premium account

7

26,680

24,475

24,475

Own shares

7

(527)

(317)

(529)

Share option reserve

7

297

202

279

Other reserves

7

2,372

2,372

2,372

RetainedΒ (deficit)/earnings

7

(663)

6,156

6,990

Total equity

7

28,361

33,067

33,766

This interim reportΒ wasΒ approved by the Board of Directors onΒ 29 SeptemberΒ 2008.

Signed on behalf of the Board

Eoin Ryan

Director

Β 

Β 

CONSOLIDATEDΒ CASHΒ FLOWΒ STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNEΒ 2008

Notes

6 months ended

30 JuneΒ 

2008

6 months endedΒ 

30 JuneΒ 

2007Β 

YearΒ 

endedΒ 

31 DecemberΒ 2007Β 

Unaudited

Β£'000

Unaudited

Β£'000

Audited

Β£'000

Net cashΒ inflow/(outflow)Β from operating activities

8

1,336

(380)

588

Investing activities

Interest received

33

60

142

Proceeds on disposal of property, plant and equipment

-

-

21

Purchases of plant, property and equipment

(370)

(248)

(602)

Purchases ofΒ data and websiteΒ expenditure

(604)

(660)

(1,464)

Deferred consideration on acquisitions

(2,337)

(1,064)

(1,033)

Acquisition of subsidiary undertakings

-

(4,214)

(4,566)

Net cash used in investing activities

(3,278)

(6,126)

(7,502)

Financing activities

New bank loans

-

4,357

4,357

Interest paid

(151)

-

(145)

Proceeds on issue of shares

2

-

-

Purchase of own shares

-

(102)

(294)

NewΒ finance leases

69

-

-

Net cash from financing activities

(80)

4,255

3,918

Net decreaseΒ increase in cash and cash equivalents

(2,022)

(2,251)

(2,996)

Cash and cash equivalents at the beginning of the period

4,710

7,455

7,455

Effect of foreign exchange rate changes

212

34

251

Cash and cash equivalents at the end of the period

2,900

5,238

4,710

Β 

Β 

Β 

NOTES TO THE CONSOLIDATED INTERIM REPORT

FOR THE SIX MONTHS ENDED 30 JUNEΒ 2008

Β 

1. Accounting policies

Β 

Basis ofΒ accounting

The GroupΒ preparesΒ consolidated financial statementsΒ in accordance withΒ the measurement and recognition criteria ofΒ International Financial Reporting Standards ('IFRS') including International Accounting Standards ('IAS') and interpretations issued by the International Accounting Standards Board ('IASB') and its committees, and as interpreted by any regulatory bodies applicable to the Group, as adopted for use in the European Union and in compliance with Article 4 of the EU IAS Regulation.Β The interim report is unaudited and has been prepared on the basis of the accounting policies set out in the financial statements for the year ended 31 DecemberΒ 2007.Β 

As a result of significantΒ UKΒ lossesΒ in the first half of 2008 and contractual restrictions on the use of funds from the French businesses (which are profit-making), the Group has postponed capital loan repayments first due in July 2008, on the loan taken out in June 2007 to support the acquisition of NP6. The Group is in breach of certain conditions and covenants under this loan.

As disclosed in its announcement to the market on 11 August 2008, the Group has held discussions with its Bank to obtain a waiver of these breaches and to agree amendments to the terms of the Bank's facilities.Β As disclosed inΒ its announcement to the market on 29Β September 2008,Β the Group hasΒ disposed of its UK Customer Acquisition and List Rental businesses. As part of this sale process,Β theΒ BankΒ has agreed in principle,Β following theΒ above mentionedΒ sale, to amend theΒ covenant and paymentΒ termsΒ of the loan facility withΒ the GroupΒ including the formal waiver of allΒ currentΒ breaches in the loan facility.Β 

In accordance with IAS 1, the total borrowings have been classified as current debt in the balance sheet as at 30 June 2008.Β 

The interim statements have been prepared onΒ aΒ going concern basis. The Directors continue to be of the view that it is appropriate to prepare the financial statements on this basis. In forming this view the Directors have conducted a review of the trading prospects of the Group including a cash flow forecast which considers the Group's funding requirements to the end ofΒ SeptemberΒ 2009. The Directors have been taking appropriate legal and financial advice throughout the course of this review.

The projections show that the Group has sufficient financial resources to meet its trading and financial obligations. However, the forecasts are based on the successful resolution of the following issues:

Β§ successful negotiation with management of Directinet SA regarding: i) terms of earnout payments in relation to year ending 31 December 2008, which would result in removal of restrictions on the use of the French funds and ii) arrangements for the future management of the businesses;
Β 
Β§ the disposal of one of the French subsidiaries; and
Β 
Β§ finalisation of the contractual agreement for the renegotiation of the loan payment terms and covenants with the bank by 17 October 2008.

The Directors haveΒ made a proposal to the vendors of Directinet toΒ accept amendments to certain commercial terms of the earn-out agreementsΒ in order toΒ allow some cash inflows fromΒ FranceΒ into theΒ UK. These discussions are ongoing.

As mentioned above theΒ BankΒ have agreedΒ in principleΒ revised covenant and payment terms,Β followingΒ aΒ successful completion of theΒ sale of the UK Customer Acquisition and List Rental business, which will allow the business to continue to trade for the foreseeable future.

There is a risk that the above conditions may not be achieved and they constitute a material uncertainty as to the Group's ability to continue as a going concern. The interim financial information does not includeΒ anyΒ adjustments that would result if the Group were unable to continue as a going concern, which would include writing down the carrying value of assets, including goodwill, to their recoverable amount and providing for any further liabilities that might arise, as it is not practicable to determine or quantify them.

Change in classification of capitalised data amortisation

The Group has changed the classification of amortisation of its data assets in its financial statements. Prior to the change in classification, amortisation of the data assets was recognised within administrative expenses. The revised approach is to recognise the amortisation of data assets within cost of sales. This classification is considered to provide users of the financial statements with a more relevant gross profit figure.

Change in classification of capitalised data amortisation (continued)

The impact of this change in classification has been to increase the cost of sales by the amount of amortisation of the data asset and reduce administrative expenses by the corresponding amount. There is no impact on operating profit.Β 

The comparative figures presented in the income statement for the 6 month period ended 30 June 2007 and theΒ yearΒ ended 31 December 2007 have been restated to reflect this change in classification.Β In theΒ 6 monthsΒ ended 30 June 2007, cost of sales has increased by Β£555,000 with a corresponding decrease in administrative costs.Β In the year ended 31 December 2007, cost of sales hasΒ increased by Β£1,170,000 with a corresponding decrease in administrative costs.

Prior yearΒ amendment

A prior year amendment was made in the Group financial statements for the year ended 31 December 2007 in relation to evolution of the application of IFRS 3 Business Combinations, which caused the Group to reconsider the treatment of adjustments relating to movements in deferred consideration.Β This amendment was not reflected in the interim financial statements for the 6 months ended 30 June 2007, hence a prior year amendment has been made to the comparative income statement comprising:

Β 
Β 
Β 
Β 
6 months ended
30 June
2007
Β 
Β 
Β 
Β 
Amended
£’000
Β 
Β 
Β 
Β 
Β 
Foreign currency gain on deferred consideration payable
Β 
Β 
Β 
5
Interest accretion on deferred consideration payable
Β 
Β 
Β 
(184)
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
(179)
In the financial statements for the period ended 30 June 2007 this movement was recognised against goodwill. There is no impact on the tax charge as this item is not deductible for corporation tax purposes.Β No amendment is required to the comparative figures for the year ended 31 December 2007.
Β 
2. Publication of non-statutory accounts
The financial information for the six months ended 30 June 2008 and 30 June 2007 has not been audited and does not constitute full financial statements within the meaning of Section 240 of the Companies Act 1985.
The financial information relating to year ended 31 December 2007 does not constitute full financial statements within the meaning of Section 240 of the Companies Act 1985. This information is an extract of the Group’s statutory accounts for that period which have been filed with the Registrar of Companies. Those statutory accounts which were prepared in accordance with International Financial Reporting Standards, received an unqualified report and did not contain statements under section 237(2) or (3) of the Companies Act 1985.
Β 
3. Segmental reporting
Business segments
Segmental information is presented in respect of the Group’s primary business segments.
Segmental results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated costs comprise mainly head office expenses.
Segmental capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill and those arising on business combinations.
The Group comprises two main business segments, based on geographical location – the United Kingdom and France. These divisions are the basis on which the Group reports its primary management information. Sales between segments are disclosed as unallocated.
Β 

Β 

Results – 6 months ended 30 June 2008

Β 
Β 
UK
£’000
France
£’000
Inter-segmental
sales
£’000
Unallocated
£’000
Consolidated
£’000
Β 
Β 
Β 
Β 
Β 
Β 
Revenue
7,083
9,537
(306)
-
16,314
Β 
Β 
Β 
Β 
Β 
Β 
Adjusted operating (loss)/profit (note 4)
(2,268)
1,956
-
(361)
(673)
Β 
Β 
Β 
Β 
Β 
Β 
Share-based payment charge
-
-
-
(18)
(18)
Adjustment to goodwill on recognition of tax assets
-
-
-
-
-
Amortisation of acquisition related intangible assets
(77)
(210)
-
-
(287)
Impairment of non-acquisition related intangible assets
(1,751)
-
-
-
(1,751)
Impairment of goodwill and acquisition related intangible assets
(5,142)
-
-
-
(5,142)
Β 
Β 
Β 
Β 
Β 
Β 
Operating (loss)/profit from continuing operations
(9,238)
1,746
-
(379)
(7,871)
Β 
Β 
Β 
Β 
Β 
Β 
Investment revenue
Β 
Β 
Β 
Β 
33
Finance costs
Β 
Β 
Β 
Β 
(1,231)
Β 
Β 
Β 
Β 
Β 
Β 
Loss for the half-year before taxation
Β 
Β 
Β 
Β 
(9,069)
Β 
Β 
Β 
Β 
Β 
Β 
Taxation
Β 
Β 
Β 
Β 
(805)
Β 
Β 
Β 
Β 
Β 
Β 
Loss for the half-year
Β 
Β 
Β 
Β 
(9,874)
Β 
Results – 6 months ended 30 June 2007

Β 
Β 
UK
£’000
France
£’000
Inter-segmental
sales
£’000
Unallocated
£’000
Consolidated
£’000
Β 
Β 
Β 
Β 
Β 
Β 
Revenue
9,976
5,420
-
-
15,396
Β 
Β 
Β 
Β 
Β 
Β 
Adjusted operating profit/(loss) (note 4)
346
993
-
(383)
956
Β 
Β 
Β 
Β 
Β 
Β 
Share-based payment charge
-
-
-
(67)
(67)
Adjustment to goodwill on recognition of tax assets
(20)
-
-
-
(20)
Amortisation of acquisition related intangible assets
(72)
(151)
-
-
(223)
Impairment of non-acquisition related intangible assets
-
-
-
-
-
Impairment of goodwill and acquisition related intangible assets
-
-
-
-
-
Β 
Β 
Β 
Β 
Β 
Β 
Operating profit/(loss) from continuing operations
254
842
-
(450)
646
Β 
Β 
Β 
Β 
Β 
Β 
Investment revenue
Β 
Β 
Β 
Β 
60
Finance costs
Β 
Β 
Β 
Β 
(179)
Β 
Β 
Β 
Β 
Β 
Β 
Profit for the half-year before taxation
Β 
Β 
Β 
Β 
527
Β 
Β 
Β 
Β 
Β 
Β 
Taxation
Β 
Β 
Β 
Β 
(375)
Β 
Β 
Β 
Β 
Β 
Β 
Profit for the half-year
Β 
Β 
Β 
Β 
152
Β 

Β 

Results – year ended 31 December 2007
Β 
Β 
Other information – 6 months ended 30 June 2008

Β 
Β 
UK
£’000
France
£’000
Unallocated
£’000
Consolidated
£’000
Β 
Β 
Β 
Β 
Β 
Capital additions
782
191
-
973
Β 
Β 
Β 
Β 
Β 
Depreciation and amortisation
Β 
Β 
Β 
Β 
Depreciation on property, plant and equipment
331
49
-
380
Amortisation of non-acquisition related intangible assets
639
24
-
663
Β 
Β 
Β 
Β 
Β 
Β 
1,047
283
-
1,330
Β 
Other information – 6 months ended 30 June 2007

Β 
Β 
UK
£’000
France
£’000
Unallocated
£’000
Consolidated
£’000
Β 
Β 
Β 
Β 
Β 
Capital additions
862
46
-
908
Β 
Β 
Β 
Β 
Β 
Depreciation and amortisation
Β 
Β 
Β 
Β 
Depreciation on property, plant and equipment
208
28
-
236
Amortisation of non-acquisition related intangible assets
685
4
-
689
Amortisation of acquisition related intangible assets
72
151
-
223
Β 
Β 
Β 
Β 
Β 
Β 
965
183
-
1,148
Β 
Other information – year ended 31 December 2007

Β 
Β 
UK
£’000
France
£’000
Unallocated
£’000
Consolidated
£’000
Β 
Β 
Β 
Β 
Β 
Capital additions
1,835
231
-
2,066
Β 
Β 
Β 
Β 
Β 
Depreciation and amortisation
Β 
Β 
Β 
Β 
Depreciation on property, plant and equipment
405
74
-
479
Amortisation of non-acquisition related intangible assets
1,441
64
-
1,505
Amortisation of acquisition related intangible assets
145
361
-
506
Β 
Β 
Β 
Β 
Β 
Β 
1,991
499
-
2,490
Β 
Balance sheet at 30 June 2008

Β 
Β 
UK
£’000
France
£’000
Unallocated
£’000
Consolidated
£’000
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Segment assets
8,516
37,903
36
46,455
Β 
Β 
Β 
Β 
Β 
Segment liabilities
11,174
6,921
-
18,094
Β 
Balance sheet at 30 June 2007

Β 
Β 
UK
£’000
France
£’000
Unallocated
£’000
Consolidated
£’000
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Segment assets
18,846
34,941
(236)
53,551
Β 
Β 
Β 
Β 
Β 
Segment liabilities
15,597
5,364
(477)
20,484
Β 
Balance sheet at 31 December 2007

Β 
Β 
UK
£’000
France
£’000
Unallocated
£’000
Consolidated
£’000
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Segment assets
14,882
42,403
208
57,493
Β 
Β 
Β 
Β 
Β 
Segment liabilities
16,791
6,782
154
23,727
Β 
Β 
4. Adjusted operating (loss)/ profit

Β 
6 months ended
30 June
2008
Unaudited
Β 
Β 
£’000
6 months ended
30 June
2007
Unaudited
Amended
(see note 1)
£’000
Year
ended
31 December
2007
Audited
Β 
Β 
£’000
Β 
Β 
Β 
Β 
Reported operating (loss)/profit
(7,871)
646
627
Β 
Β 
Β 
Β 
Add back:
Β 
Β 
Β 
- share-based payment charge
18
67
145
- adjustment to goodwill on recognition of tax assets
-
20
30
- amortisation of acquisition related intangible assets
287
223
506
- impairment of non-acquisition related intangible assets
1,751
-
-
- impairment of goodwill and acquisition related intangibles
5,142
-
-
Β 
Β 
Β 
Β 
Adjusted operating (loss)/ profit
(673)
956
1,308
Β 
5. Tax
The tax expense comprises:

Β 
Β 
6 months ended
30 June 2008
6 months ended
30 June 2007
Year ended 31 December 2007
Β 
Β 
Unaudited
Β 
£’000
Unaudited
Amended
£’000
Audited
Β 
£’000
Β 
Β 
Β 
Β 
Β 
Current tax
Β 
Β 
Β 
Β 
Corporation tax
Β 
(686)
(357)
(931)
Adjustment in respect of prior years
Β 
22
-
-
Foreign tax credit
Β 
-
50
50
Released through equity
Β 
(1)
(29)
(43)
Β 
Β 
Β 
Β 
Β 
Β 
Β 
(665)
(336)
(924)
Β 
Β 
Β 
Β 
Β 
Deferred tax
Β 
Β 
Β 
Β 
(Decrease)/increase in deferred tax asset
Β 
(478)
(111)
48
Decrease in deferred tax liability primarily relating to intangibles
Β 
Β 
338
Β 
91
Β 
181
Adjustment in respect of prior years
Β 
-
(19)
-
Β 
Β 
Β 
Β 
Β 
Β 
Β 
(140)
(39)
229
Β 
Β 
Β 
Β 
Β 
Total tax expense
Β 
(805)
(375)
(695)
Β 
Tax expense includes the write-down of all UK deferred tax assets. No deferred tax assets have been recognised in respect of losses incurred in the UK as utilisation of these losses is not probable.
Β 
6. (Loss)/earnings per share
The calculation of earnings per share is based on the following profits and number of shares:

Β 
6 months ended
30 June 2008
Unaudited
Β 
6 months ended
30 June 2007
Unaudited
Amended (see note 1)
Year ended
31 December 2007
Audited
Amended
Β 
(Loss)/
profit
£’000
Number of shares
β€˜000
Pence per share
(Loss)/
profit
£’000
Number of shares
β€˜000
Pence per share
(Loss)/
profit
£’000
Number of shares
β€˜000
Pence per share
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Adjusted earnings per share
(1,823)
47,160
(3.9)
557
44,431
1.3
446
44,739
1.0
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Reconciliation to reported earnings:
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
- share-based payment charge
(18)
-
-
(67)
-
(0.2)
(145)
-
(0.3)
- adjustment to goodwill on recognition of tax assets
-
-
-
(20)
-
-
(30)
-
(0.1)
- amortisation of acquisition related intangible assets
Β 
(287)
Β 
-
Β 
(0.6)
Β 
(223)
Β 
-
Β 
(0.6)
Β 
(506)
Β 
-
Β 
(1.1)
- impairment of non-acquisition related intangible assets
Β 
(1,751)
Β 
-
Β 
(3.7)
Β 
-
Β 
-
Β 
-
Β 
-
Β 
-
Β 
-
- impairment of goodwill and acquisition related intangibles
Β 
(5,142)
Β 
-
Β 
(11.0)
Β 
-
Β 
-
Β 
-
Β 
-
Β 
-
Β 
-
- foreign currency translation adjustment and interest accretion on contingent consideration
Β 
Β 
Β 
(733)
Β 
Β 
Β 
-
Β 
Β 
Β 
(1.6)
Β 
Β 
Β 
(179)
Β 
Β 
Β 
-
Β 
Β 
Β 
(0.4)
Β 
Β 
Β 
(1,151)
Β 
Β 
Β 
-
Β 
Β 
Β 
(2.6)
- foreign exchange movement on foreign currency loan
Β 
(346)
Β 
-
Β 
(0.7)
Β 
-
Β 
-
Β 
-
Β 
(439)
Β 
-
Β 
(1.0)
- tax effect of the above items
306
-
0.6
84
-
0.2
164
-
0.4
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Basic (loss)/earnings
Β 
(9,874)
Β 
47,160
Β 
(20.9)
Β 
152
Β 
44,431
Β 
0.3
Β 
(1,661)
Β 
44,739
Β 
(3.7)
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Impact of share options and share consideration payable under earn-outs
Β 
Β 
-
Β 
Β 
-
Β 
Β 
-
Β 
Β 
-
Β 
Β 
307
Β 
Β 
-
Β 
Β 
-
Β 
Β 
-
Β 
Β 
-
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Diluted earnings
(9,874)
47,160
(20.9)
152
44,738
0.3
(1,661)
44,739
(3.7)
Β 
Β 
7. Reconciliation of movement in total equity

Β 
Called up share capital
£’000
Share premium account
£’000
Own shares
£’000
Share option reserve
£’000
Β 
Other reserve
£’000
Profit and loss account
£’000
Β 
Β 
Total
£’000
Β 
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
At 1 January 2008
179
24,475
(529)
279
2,372
6,990
33,766
Issue of shares
23
2,205
-
-
-
-
2,228
Loss retained for the period
-
-
-
-
-
(9,874)
(9,874)
Items taken directly to equity
-
-
-
-
-
2,221
2,220
Share options exercised
-
-
2
-
-
-
2
Share-based payment transactions
-
-
-
18
-
-
18
Β 
Β 
Β 
Β 
Β 
Β 
Β 
Β 
At 30 June 2008
202
26,680
(527)
297
2,372
(663)
28,359
Β 
Β 
8. Reconciliation of operating (loss)/profit to net cash inflow/(outflow) from operating activities

Β 
Β 
Β 
6 months ended
30 June
2008
Β 
6 months ended
30 June
2007
Β 
Β 
Year ended 31 December 2007
Β 
Β 
Unaudited
Β 
Β 
£’000
Unaudited
Amended
(see note 1)
£’000
Audited
Β 
Β 
£’000
Β 
Β 
Β 
Β 
Β 
Operating (loss)/profit
Β 
(7,871)
646
627
Β 
Β 
Β 
Β 
Β 
Depreciation, amortisation and goodwill reduction expense
Β 
1,353
1,168
2,520
Impairment of data assets
Β 
1,751
-
-
Impairment of goodwill
Β 
5,142
-
-
Share-based payment charges
Β 
18
67
145
Loss on disposal of fixed assets
Β 
23
-
-
Increase/(decrease) in receivables
Β 
3,332
(2,170)
(4,939)
(Decrease)/increase in payables
Β 
(1,537)
197
3,426
Taxation paid
Β 
(875)
(288)
(1,191)
Β 
Β 
Β 
Β 
Β 
Net cash inflow/(outflow) from operating activities
Β 
1,336
(380)
588
Β 
9. Events after the balance sheet date
On 29 September 2008, the Group announced the disposal of the Customer Acquisition and List Rental divisions of its UK operations to a new company established by Volvere plc for a consideration of Β£1.3m in cash. The loss on disposal of these assets is estimated to be Β£0.1m. Volvere plc assumed immediate ownership of the assets that constitute these divisions.
The Group will retain its Emailbureau, Tpoll, Newsletters Online, Everyinvestor and Integra Insight businesses at present with a view to disposing of some or all of these operations in the near future. The Group will also continue to own and manage its profitable French companies and is considering the possibility of disposing of some of its French operations.
The Group also announced it had agreed in principle to amend the terms of its existing loan of €6.5m with Barclays Bank as detailed in the Chairman’s statement.
Β 
Β 
Β 
Β 
Β 
This information is provided by RNS
The company news service from the London Stock Exchange
Β 
END
Β 
Β 
IR BBLBXVKBBBBE
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6th Feb 200810:03 amRNSEPT Disclosure
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4th Feb 20089:45 amRNSEPT Disclosure
1st Feb 20081:49 pmBUSRule 8.3 - Interactive Prospect Targeting Holdings PLC
1st Feb 20081:28 pmBUSRule 8.3 - Interactive Prospect Targeting Holding PLC
1st Feb 20081:00 pmBUSRule 8.3 - Interactive Prospect Targeting Holding PLC
1st Feb 200811:07 amRNSEPT Disclosure
31st Jan 20082:53 pmRNSEPT Disclosure
31st Jan 20082:09 pmRNSPre Close Trading Statement
30th Jan 200810:47 amRNSEPT Disclosure
29th Jan 200810:19 amRNSEPT Disclosure
28th Jan 200810:58 amRNSEPT Disclosure
25th Jan 200810:00 amRNSEPT Disclosure
24th Jan 200810:03 amRNSEPT Disclosure
23rd Jan 200811:49 amRNSEPT Disclosure
22nd Jan 20089:38 amRNSEPT Disclosure
21st Jan 200810:31 amRNSEPT Disclosure
18th Jan 200810:48 amRNSEPT Disclosure
17th Jan 20089:27 amRNSEPT Disclosure
16th Jan 20085:29 pmRNSEPT Disclosure
16th Jan 200810:17 amRNSEPT Disclosure
14th Jan 200812:22 pmRNSEPT Disclosure
11th Jan 200810:00 amRNSEPT Disclosure
10th Jan 200811:15 amRNSEPT Disclosure
9th Jan 200810:06 amRNSEPT Disclosure

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