The Mission Group Regulatory News (TMG)

26 Mar 2007 07:02

The Mission Marketing Group PLC26 March 2007 26 March 2007 THE MISSION MARKETING GROUP PLC UNAUDITED PRELIMINARY RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2006 Quality acquisitions, breadth of service offering and lower operating costsdrive strong financial performance - profit growth of 22% is well ahead ofsector. The Mission Marketing Group plc ("TMMG, themission (R)"), the UK marketingcommunications group, today announces its preliminary results for the periodended 31 December 2006 following its admission to AIM on 13 April 2006. As the statutory accounts cover only the eight and a half month trading periodto 31 December 2006, proforma accounts have been prepared for the full yeartogether with a comparable period to 31 December 2005. This gives arepresentative picture of the underlying trading performance of the Group andenables comparison with the proforma accounts in the AIM Admission Document.This comparison represents purely organic growth as it includes only the currenttrading units for each of the periods. The highlights below show the results for the period and then for the proformafull year with the comparable proforma for the previous year. • Turnover £37.47m, proforma £54.13m (2005: £47.09m) up 15%• Gross profit £15.05m, proforma £21.32m (2005: £18.87m) up 13%• Operating profit £2.52m, proforma £4.28m (2005: £3.59m) up 19%• PBT £2.21m, proforma £3.74m (2005: £3.07m) up 22%• Normalised proforma PBT excluding FRS20 non-cash charges of £3.87m• Diluted EPS 6.79 pence, proforma 11.86 pence (2005: 9.68 pence) up 23%• Maiden dividend of 1.00p per share proposed• Cash (net of collateral cash held against loan notes due within one year) of £3.86m• Broad service offer, growth in digital and cost efficient structure underpins the strong organic growth• Digital revenues grew by 61% and made up 9% of gross profit for the full year• New on and off-line clients include Seagate, Sugar Puffs, Hadrin, Miele, THE WORKS, Mates, Britax and Superdrug• Successful integration of Bray Leino, Big and Fuse already achieved and synergy benefits delivered to clients• Acquisition strategy being actively implemented: two major acquisitions completed in March 2007 and an estimated £24.0m turnover and £8.5m gross profit• Current trading is in line with the Board's expectations, with good organic growth supported by encouraging new business performance - including digital and new media Iain Ferguson, CEO of themission (R) said: "The mission has delivered a strong performance in its first year. In acompetitive and fragmented world, our clients are increasingly looking forexpert, commercial partners who look constantly for ways to do things faster,more cost-effectively and with more flexibility than ever before. We havecreated a solid platform on which to execute our strategy of combining furtherorganic growth with selective earnings enhancing acquisitions." "The current year has started well with the momentum seen in the period to 31December 2006 continuing into 2007. The acquisitions of BDW and April-Sixextend the Group into the high growth property and IT marketing sectors. Thesetwo new members fit perfectly with the themission (R)'s strategy set out at thetime of our AIM flotation and we have a strong acquisitions pipeline of futuretargets. This, coupled with an encouraging start to the year across ourbusinesses, makes the Board confident of delivering another strong year in 2007." For further information please contact: Iain Ferguson, Chief Executive 020 7395 7575Tim Alderson, Chief Financial OfficerThe Mission Marketing Group plc Charles Palmer/Nicola Biles 020 7831 3113Financial Dynamics Mark Percy/ Jeremy Porter 020 7107 8000Seymour Pierce Websites: www.themission.co.uk www.thinkbdw.co.uk Chairman's Statement themission (R) has had a successful first year since being admitted to AIM inApril 2006. During the period the Group has clearly demonstrated its ability todeliver on the strategy of combining above industry average organic growth withselective acquisitions, as set out in our AIM Admission Document. The strongorganic growth generated in 2006 is particularly encouraging and confirms theimportance of offering clients an integrated range of marketing services. TheBoard is confident of the prospects for the Group and is proposing that adividend of 1.00p per share be paid. We believe that our focus on building a national network of proven, well managedand profitable companies operating collaboratively to deliver additionalexpertise to long-term clients is a formula for success. Our geographicalweighting will continue to be primarily outside central London, where we havefound agencies with an exceptionally strong orientation to clients' needs, realintegration of multiple services and a commitment to world class creativity. Bydefinition, we also benefit from the lower operating cost base achievableoutside the capital. Following the successful integration of Bray Leino which has met, and in somecases exceeded, our initial expectations the management team at themission (R)will continue to identify new acquisitions that specialise in sectorsdemonstrating long-term growth and, in parallel, will leverage our increasingfootprint to generate new revenues. This is consistent with the plans set outat the time of our admission to AIM to make two acquisitions per year, targetingcompanies that operate in high-growth sectors such as healthcare, IT andproperty. I am pleased to report that within twelve months of flotation, and inaddition to Bray Leino, themission (R) has already identified and acquired twoexcellent businesses operating in two of these sectors. In line with the anticipated demands on the team, we have enlarged the Boardthrough the appointment of Nick Bacon, formerly CEO of BCLO, as a Non ExecutiveDirector tasked with the development of new services across Group locations.Martin Banbury, Group founder and Deputy Chairman has been appointed NonExecutive Director reflecting his handover of Group management responsibilitiesto our Chief Executive, Iain Ferguson, at the beginning of 2006. Following an encouraging performance in 2006, 2007 has begun in the samepositive vein; business volumes are encouraging, the acquisition pipelineremains strong and the Directors remain optimistic about the future prospectsfor your Group. Rt Hon Francis MaudeChairman Chief Executive's Review Overview themission (R)'s agencies have evolved and thrived despite, or perhaps becauseof, continuous change. Multi-disciplined, integrated at heart rather than boltedtogether and expert in the digital space, our agencies are well positioned toleverage this dynamic and demanding environment. The traditional agency business model - reliant on mass media campaigns alone orcollections of poorly integrated functional specialists, simply is not efficientfor many of today's clients. They demand expert, commercial partners who lookconstantly for ways to do things faster, with more flexibility and more costeffectively than ever before. themission (R)'s operational and financial success in 2006 confirms the benefitsof our strategy to build a network of businesses that specialise in providingaward winning advertising and specialist marketing services across the UK.Overall, the Group has reported a strong first set of results with like for liketurnover up 15% to £54.13m and profit before tax up 22% to £3.74m. Actual growthin turnover from themission (R)'s agencies has been dramatic. The Group'sturnover has increased over ten times from £5.13m for the year ended 31 December2005 to £54.13m in 2006. Results The reporting period begins at incorporation (7 March 2006), but includes onlythe eight and a half months of trading (13 April to 31 December 2006) for thenewly formed Group following its admission to AIM. The Group consists of theexisting businesses: The Mission Marketing Holdings Limited ("TMMH"), BigCommunication Limited ("Big") and Fuse Digital Limited ("Fuse"), and Bray LeinoHoldings Limited ("Bray Leino") as from 13 April 2006. Turnover for the eight and a half month period was £37.47m, operating profit was£2.52m and diluted EPS was 6.79 pence. There are no comparables for thisperiod. Due to our business and client mix the profit performance of the Grouptends to be higher in the first half of the year. To provide meaningful information and to build on the proforma informationprovided in the Admission Document, we have provided proforma financials for thefull twelve months to 31 December 2006 and comparatives for the full year of2005, as if the Group had existed in its current form throughout those periods. For the proforma year to 31 December 2006 themission (R) delivered like for liketurnover growth of 15% to £54.13m (2005: £47.09m) resulting in operating profitgrowth of 19% to £4.28m (2005: £3.59m) in a market which is estimated to havegrown by 5%. The profit before taxation was up 22% at £3.74m (2005: £3.07m).Net interest payable during 2006 increased slightly to £0.54m (2005: £0.53m) andthe tax rate fell slightly giving an increase in profit after tax up 23% at£2.56m (2005: £2.09m). As a result the basic, diluted and fully diluted EPSgrew by 21%, 23% and 21% respectively. Dividend The Group has delivered as planned and the Board is recommending a maidendividend payment of 1.00p per share for the period. This will be paid on 30May 2007 to all shareholders on the register at the close of business on 27April 2007. Review of Operations themission (R) has significantly outperformed the forecast for growth in the UKmarketing services sector - expected at some 5% - compared with our own growthin turnover of 15% and operating profit of 19%. Our businesses all contributed to this success with strong trading across theGroup. In addition to the organic growth in the individual businesses, thebenefits of the Group's broader service offer and increased geographic reach arecoming through with clients using more services in more locations. Our new mediaand on-line operations have also performed very well, growing turnover by 67% inthe period, reflecting themission (R)'s strength in these important and growingmedia platforms. This is an encouraging start and the opportunity for further acquisition-ledgrowth is clearly reflected in the recently announced acquisitions of April-Sixand BDW. Our approach to integration, our focus on creating new business linesacross multiple locations and our wide geographic footprint all combine toincrease the potential benefits from additional acquisitions. The Group's broad service offering and growing presence in dynamic, fast growthverticals such as IT, healthcare, food and drink and property provide not only adefence against cyclical downturns and a spread of income but also significantgrowth opportunities. The Group's business mix is based on four strategic capabilities - Branding andAdvertising, Digital and On-line, Learning and Events, and Public Relations.These operate on a standalone or combined basis according to specific clientneeds and the ability of our teams to adjust quickly the 'mixing desk' hasproved to be a major strength over the last twelve months. TV campaigns havebeen switched on-line to take advantage of direct low-cost consumer access,while avoiding the summer period of broadcast media price inflation and newservices have been provided at short notice to clients such as Fruit of the Loomand King of Shaves. Branding and Advertising has performed very strongly. Our core business andmarketing consultancy includes media and covers both consumer and businessmarkets. Major successes have been achieved for our clients including thedevelopment by Big Communications of the UK's Number one vodka drink WKD and there-positioning and launch by Bray Leino of soft drink Shloer. New campaigns forWrigley's Extra brand covered TV, press, outdoor media and on-line. Freederm hasbeen developed into the brand leader in its OTC skincare sector. Our healthcarepractice at Bray Leino had an excellent year and the agency was also responsiblefor the launch of Gardasil - a world first in protection against cervicalcancer. themission (R) agencies' creative reputation was recognised with multiple goldawards at the Cream and Fresh awards. Digital and On-line operations have enjoyed another period of very dramaticgrowth and we expect this activity to continue to develop rapidly. SinceDecember we have expanded our operations by the addition of a further team atBray Leino, formerly operating as 'The Driver Is'. With this increased creativeand programming resource and the increased demand from clients includingFindMyPast and Pricerunner we are poised for further expansion. Business development was strong, with new business wins including Miele, Matescondoms and Ruby&Ed footwear. Fuse Digital was also awarded a new contract forLucozade's energy drinks portfolio. We will continue to invest in expanding our on-line capabilities in all of ourlocations to meet the anticipated demand for existing and new clients. Learning and Events increasingly enjoyed synergies - collaborating together on anumber of key client initiatives. The Group created and delivered learningprogrammes and provided informative and educational seminars across the UK forthe launch of the Highways Agency Traffic Officer service. For Gardasil, following a major launch event at London's Albert Hall, a seriesof training modules were developed and made available on the ground nationallyto healthcare providers. We continue to develop our existing leadership position in the fashion andluxury sector and won new assignments from Timberland, Dunhill and JuicyCouture. Public Relations has also enjoyed a good year - developing both existing and newclient relationships and enhancing our growing reputation in the food and drinkand environmental sectors. The Shloer team created a season of 'Sparkling Summer Screenings' designed tobring the brand to life through live events in London, Birmingham, Bristol andSheffield. In the B2B field, Bray Leino was commissioned by BP Marine to buildthe profile of both its marine lubricants and fuels businesses in the keymaritime media. Bray Leino worked closely with the DfT on projects which leverage changes in EUlegislation to create a strategic national media relations programme for Britax,cementing their position as the authority on child car seats. Awards and Recognition in 2006 was an exceptional year for the Group. Out of atotal of 300 entries from agencies around the UK at the Cream awards,recognising creative excellence in the English regions, Bray Leino won one gold,two silvers and a bronze for campaigns for Food from Spain. Big Communications'work for client WKD dominated the outdoor categories with three gold awards andone silver; additionally they were awarded gold and silver awards for TVcampaigns for WKD. The Cream awards followed on from themission (R) agency successes at theregional Fresh Awards which saw Big Communications win three gold, sevensilvers, four bronze and the evenings advertising Grand Prix Award. At the same awards, Bray Leino won five gold, five silver and six bronze awardsfor its campaigns for Wrap and Foods from Spain. The agency also enjoyed recognition for its healthcare work winning five awardsat the Snapshot OTC Awards 2006 including Best Consumer Advertising award forits work for Covonia. At the B2B Marketing Awards, Big Communications' work for client Grant Thorntonwas proclaimed winner for Best B2B Brand Awareness Campaign. Big's "Think beyondconvention. Think beyond the Big 4" advertising campaign is designed tochallenge the market to look beyond the Big 4 accountancy firms when choosing afinancial adviser. Fuse Digital also managed to fight off tough national competition at The FreshDigital Awards, picking up awards in two categories, Freshest Viral Campaign forWKD and Freshest Brand-Building Using Digital channels for wkd.co.uk. Our Board The Board and executive team at themission (R) have considerable depth ofexperience and successful track records in the advertising and marketingservices business. Collectively, they bring to the Group proven expertise inexecuting strategy by leveraging opportunities for cross-selling, creatingefficiencies throughout agency networks, managing mergers and acquisitions,agency and network development, financial controls and governance, and valuecreation. Our non-executive chairman, The Rt Hon Francis Maude and Non Executive director,Brian Child, provide further insight and guidance on our key business areas andare both considered independent. We have added further depth in this regard through the appointment of Nick Baconto the Board as Non Executive Director. Nick is formerly CEO and Chairman ofBCLO/Zoo Group (now part of Bray Leino) and, with his broad experience ofnetwork management and M&A activity will be a valuable further resource to theGroup. Martin Banbury, Deputy Chairman and Founder of the Group has moved to aNon- Executive role and provides support to the Chairman and CEO on strategy,Group development and acquisitions. Corporate Governance The Board recognise the importance of sound corporate governance and will,insofar as practicable given the Company's size and constitution of the Board;comply with the main provisions of the Combined Code: Principles of CorporateGovernance and Code of Best Practice. Current Trading and Outlook 2006 ended with a good December and we are encouraged that the momentum hascontinued into 2007. The current year has started well with trading in linewith the Board's expectations. Business with existing clients has commencedstrongly and the new business pipeline, to which we have added further seniorresource in the first quarter, is also encouraging. Since the year end we have completed two acquisitions, each specialist in one ofthe high-growth sectors we identified last year. Consistent with our acquisitioncriteria, both have national and international clients and both areheadquartered outside central London. The two companies had an estimatedcombined turnover of £24.0m in 2006 generating gross profits of £8.5m. April-Six is a leader in the provision of consultancy and communicationsservices to some of the world's leading names in IT - including OEM's, softwareproviders and telecoms operators. As part of themission (R) April-Six candevelop additional service lines in areas such as training and events. BDW is one of the UK's pre-eminent players in the residential property market,with a client list including many of the UK's best known builders and estateagents. Its ability to service multi-site advertisers both on and off-line, andthrough public relations across multiple regional locations will be muchenhanced by the geographical reach of themission (R) agencies. These two new members fit perfectly with the themission (R)'s strategy set outat time of our flotation and we have a strong acquisitions pipeline of futuretargets. This, coupled with an encouraging start to the year across ourbusinesses, makes the Board confident of delivering another strong year in 2007. Iain FergusonChief Executive The Mission Marketing Group plcConsolidated Profit and Loss Accountfor the period ended 31 December 2006 Period ended 31 December 2006 Unaudited Note £'000 TURNOVER 37,468 Cost of sales (22,417) GROSS PROFIT 15,051 Administrative expenses (12,528) OPERATING PROFIT 2,523 Net interest payable (309) PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 2,214 Taxation (749) PROFIT FOR THE PERIOD 1,465 Basic earnings per share (pence) 2 7.12Diluted earnings per share (pence) 2 6.79Fully diluted earnings per share (pence) 2 6.13 There were no recognised gains or losses for the period other than the profitshown above, therefore no separate Statement of Total Recognised Gains andLosses has been presented. All the trading represents continuing operations as none of the Company'sactivities were discontinued during the year. This statement covers the period from incorporation, 7 March 2006, and thetrading period from 13 April to 31 December 2006. The Mission Marketing Group plcConsolidated Balance SheetAs at 31 December 2006 As at 31 December 2006 Unaudited Note £'000FIXED ASSETSIntangible assets 38,315Tangible assets 1,443 39,758CURRENT ASSETSWork in progress 237Debtors 9,642Cash at bank and in hand 11,082 20,961 CREDITORS: Amounts falling due within one year (17,759) NET CURRENT ASSETS 3,202 TOTAL ASSETS LESS CURRENT LIABILITIES 42,960 CREDITORS: Amounts falling due after more than one yearDeferred tax (45)Bank loan (7,300)Deferred consideration (9,349) (16,694)NET ASSETS 26,266 CAPITAL AND RESERVESCalled up share capital 4 2,156Share premium account 5 22,517Staff remuneration reserve account 5 128Profit and loss account 5 1,465SHAREHOLDERS' FUNDS 26,266 The Mission Marketing Group plcConsolidated Cash Flow Statementfor the period ended 31 December 2006 Period ended 31 December 2006 Unaudited Note £'000 £'000 Net cash inflow from operating activities 6 2,207 Net cash outflow from returns onInvestments and Servicing of Finance (309) Corporation tax paid (782) Capital expenditure (368) Acquisitions and disposalsPayments to acquire subsidiary undertakings (2,436)Cash acquired 3,465Net cash inflow from acquisitions and disposals 1,029 FinancingReceipts from issuing shares 13,608Movement in HP creditor 28Receipts from long term loans 8,000Repayments of amounts borrowed (12,331)Net cash inflow from financing 9,305 INCREASE IN CASH AND CASH EQUIVALENTS 11,082 Notes to the Consolidated Financial Statements 1. Basis of Preparation The unaudited consolidated financial statements for the period ended 31 December2006 have been prepared in accordance with UK Generally Accepted AccountingPrinciples and on the basis of the accounting policies set out in the AdmissionDocument dated 10 April 2006, on pages 33 and 34. They do not constitutestatutory accounts within the meaning of section 240 of the Companies Act 1985.The Company elected against the early adoption of all non-mandatory IFRSstandards. The financial information set out in this announcement does not constitute theGroup's statutory accounts. Copies of the statutory accounts for 2006, whichhave not yet been signed, will be circulated to shareholders on 25 April 2007and after approval at the Annual General Meeting will be delivered to theRegistrar of Companies. Further copies will be available from Seymour PierceLtd, Bucklersbury House, 3 Queen Victoria Street, London EC4N 8EL. The information in this preliminary announcement was approved by the Board on 23March 2007. 2. Earnings per Share The earnings per share has been calculated by dividing the profit on ordinaryactivities after taxation by the weighted average number of ordinary shares inissue during the period as determined in accordance with the provisions ofFRS22: "Earnings per Share". All businesses are continuing. Period Proforma year Proforma year ended 31 ended 31 ended 31 December 2006 December 2006 December 2005 £'000 £'000 £'000Earnings 1,465 2,558 2,086 Number of issued sharesWeighted number of ordinary shares for the purpose 20,567,372 20,454,842 20,165,289of basic earnings per share Additional shares issued within the period 994,274 1,106,804 1,375,620Weighted number of ordinary shares for the purpose 21,561,646 21,561,646 21,540,909of diluted earnings per shareDilutive effect of expected contingent additional 2,325,581 2,325,581 2,104,370consideration shares :Weighted number of ordinary shares for the purpose 23,887,227 23,887,227 23,645,279of fully diluted earnings per shareBasic EPS (pence) 7.12 12.51 10.34Diluted EPS (pence) 6.79 11.86 9.68Fully Diluted EPS (pence) 6.13 10.71 8.82 Basic earnings per share includes shares issued subject only to time as if theyhad been issued at the beginning of the period, other shares are weightedaccording to their issue date. Diluted earnings per share include the Bray Leino deferred initial considerationshares issued as if they had been issued at the beginning of the period. Theadditional consideration shares included in Creditors: Amounts falling due aftermore than one year and the options have not been included in the dilutedearnings per share because the conditions for their exercise had not been met inthe period. Fully diluted earnings per share includes the contingent Bray Leino additionalconsideration shares, at a level that the Board estimate will be payable in2009, as if they had been issued at the beginning of the period at a price of107.5p per share being the share price at the year end. The 2,000,000 optionsin issue, with an exercise price of 120p, have not been included in accordancewith FRS22 because the average market price was below the exercise price duringthe period. 3. Dividends per Share The Board proposes that a maiden dividend be paid for the period ended 31December 2006 at 1.00p per share. This will be subject to shareholder approvalat the Annual General Meeting and has not been included as a liability as at 31December 2006. The dividend will be paid on 30 May 2007 to those shareholders onthe register at 27 April 2007 excluding the shares issued as part of theacquisition of BDW Ltd and April-Six Ltd. The expected ex-dividend date is 25April 2007. 4. Share capital As at 31 December 2006 £'000Authorised:85,000,000 ordinary shares of 10pence each 8,500,000 Allotted and called up:21,561,646 ordinary shares of 10pence each, fully paid 21,561,646 The Company was incorporated on 7 March 2006 and on 6 April 2006 1,359,165shares were issued to the shareholders of The Mission Marketing Group Limited,the balance of shares were issued immediately following the Placing andAdmission to AIM on 13 April 2006. On 16 October 2006 a further 1,561,646shares were issued pursuant to agreements undertaken at Admission being deferredpayments for the acquisition of Bray Leino. 5. Statement of movements on reserves Share capital Share Staff Profit and premium remuneration loss reserve £'000 £'000 £'000 £'000On incorporation 7 March 2006 - - - - Shares issued on Admission in April 2006 2,000 22,000Costs of issue (1,180)Shares issued in October 2006 156 1,697Costs of options under FRS20 128Profit for the period ended 31 Dec 2006 1,465Balance at 31 December 2006 2,156 22,517 128 1,465 The Share premium account represents the excess of the value of the sharesissued by The Mission Marketing Group plc over the 10 pence nominal value of theshares. In the period 6 to 13 April 2006 20,000,000 shares were issued at apremium of 110 pence resulting in an increase in share premium of £20,820,000after £1,180,000 of placing costs. On 16 October 2006 a further 1,561,646shares were issued at a premium of 108.625 pence resulting in a further premiumof £1,697,000. The staff remuneration reserve account represents charges to the profit and lossaccount required by FRS20 to reflect the cost of the options issued to theDirectors. 6. Notes to the consolidated cash flow statement 6.1 Reconciliation of operating profit to net cash inflow from operatingactivities Period ended 31 December 2006 £'000Operating profit 2,523Depreciation charges 248Non cash charge for share options 128Increase in debtors 1,320Increase in work in progress (98)Decrease in creditors (1,914)Net cash inflow from operating activities 2,207 6.2 Analysis of net funds At 7 March 2006 Funds As at 31 Movement December 2006 £'000 £'000 £'000Cash at bank net of overdrafts - 11,082 11,082Bank loans - (8,000) (8,000)HP liabilities - (28) (28)Loan notes due within 1 year - (7,151) (7,151)Loan notes due after more than 1 year - (6,821) (6,821)Shares to be issued - (2,500) (2,500)Total net debt - (24,500) (24,500)Total net funds - (13,418) (13,418) 6.3 Reconciliation of the movements in net funds Period ended 31 December 2006 £'000Decrease in net funds (13,418)Net cash at 7 March 2006 - Net debt at 31 December 2006 (13,418) 7. Post Balance Sheet Events Bastin Day Westin Limited ('BDW') was acquired on 13 March 2007 for an initialconsideration of £5.98m consisting of an initial cash consideration of £4m andthe issue of shares of £1.98m. An additional deferred cash consideration of£620,000 is payable in annual instalments over the next three years. A furtherpotential payment of up to a maximum £7.9m is due in 2010, subject to BDWmeeting challenging performance criteria based on its profit before interest andtax performance over three years. This final payment is payable in cash or up to50% in shares, at the Company's discretion. The total consideration for BDW iscapped at £14.5m. The BDW shareholders will be paid additional cashconsideration equal to the amount by which the acquired net assets (excludinggoodwill on acquisition) at completion exceed £1.05m. The financing has beenprovided through a flexible funding package provided by The Royal Bank ofScotland ('RBS'). BDW audited accounts for the year ended 31 December 2006 recorded profit beforeinterest and tax of £1.19m on turnover of £18.29m. BDW is one of the UK's leading specialist property and real estate marketingagencies and provides creative, marketing, media and technical services to someof the UK's leading house building, property development and estate agencygroups. April-Six Limited ('April-Six') was acquired on 15 March 2007, for an initialconsideration of £9.55m consisting of initial cash consideration of £5.73m andthe issue of shares of £3.82m. A further potential payment of up to a maximum£9.45m is due in 2010, subject to April-Six meeting challenging performancecriteria based on its pre tax profit performance over three years. This finalpayment is payable in cash or up to 50% in shares, at the Company's option. Thetotal consideration for April-Six is capped at £19.0m. The April-Sixshareholders will be paid additional cash consideration equal to the amount bywhich the acquired net assets at completion exceed £0.6m. The financing has beenprovided through a flexible funding package provided by RBS. April-Six audited accounts for seven months ended 31 December 2006 recordedprofit before interest and tax of £0.69m on turnover of £3.05m. April-Six is a leading marketing agency specialising in the global IT sector.April-Six provides consultancy, marketing and communications services to some ofthe world's largest software, OEM, reseller and telecoms companies, creatingmarketing communications programmes for professional (B2B) audiences across UK,EMEA and global markets. The Mission Marketing Group plc Proforma Consolidated Profit and Loss Account for the year ended 31 December 2006 The Mission Marketing Group plc was incorporated on 7 March 2006 and did nottrade until Admission to the AIM market when it acquired the pre-existingbusiness of The Mission Marketing Group Limited and also that of Bray LeinoHoldings Limited. The unaudited proforma profit and loss for the year ended 31 December 2006 istaken from the unaudited accounts of the entities as if they had been part ofthe Group from 1 January 2006. The proforma profit for the 12 months ended 31 December 2005 is taken from PartV of the Admission Document issued in April 2006. It excludes businesses whichwere discontinued before the year end and which consequently have not beenacquired by TMMG. The 2005 proforma profit excludes amortisation in line withthe Company's policy and assumes a tax rate of 32% on the adjusted profits. Incalculating the earnings per share for 2005 the number of shares and dilutedshares used were those estimated as at Admission (Basic: 20,165,289, Diluted:21,540,909 ordinary shares). Twelve months Twelve months Growth ended 31 ended 31 December 2006 December 2005 Unaudited Unaudited £'000 £'000 TURNOVER 54,128 47,087 15%Cost of sales (32,808) (28,216) 16%GROSS PROFIT 21,320 18,871 13% Administrative expenses (17,042) (15,279) 12%OPERATING PROFIT 4,278 3,592 19%OP/GP margin 20.1% 19.0%Net interest payable (538) (525) 3%PROFIT ON ORDINARY ACTIVITIES 3,740 3,068 22%BEFORE TAXATIONTaxation (at 32%) (1,182) (982) 20%PROFIT FOR THE PERIOD 2,558 2,086 23% Basic EPS (pence) 12.51 10.34 21%Diluted EPS (pence) 11.86 9.68 23%Fully diluted DPS (pence) 10.71 8.82 21% The financial information set out in this proforma table does not constitute theGroup's statutory accounts within the meaning of section 240 of the CompaniesAct 1985. This information is provided by RNS The company news service from the London Stock Exchange