REG - Centaur Media PLC - Interim Results <Origin Href="QuoteRef">CAU.L</Origin> - Part 3

Centaur MediaAnnouncement

06/09/2014 22:41

- Part 3: For the preceding part double click  ID:nRSe7951Nb 

0.1                    0.2                  
 Arrangement fee in respect of revolving credit facility  (0.2)                  (0.2)                
                                                                                                      
                                                          (0.1)                  -                    
                                                                                                      
 Non-current liabilities                                                                              
 Revolving credit facility                                11.9                   22.8                 
 Finance lease creditor                                   -                      0.1                  
 Arrangement fee in respect of revolving credit facility  (0.1)                  (0.2)                
                                                                                                      
                                                          11.8                   22.7                 
 
 
The following tables detail the group's remaining financial maturity for its borrowings: 
 
                                       Book value  Fair value  Less than 1 year  1-5 Years  
                                       £m          £m          £m                £m         
 At 30 June 2014Unaudited                                                                   
 Non-derivative financial instruments                                                       
 Variable interest rate instruments    11.9        11.9        -                 11.9       
 Fixed interest rate instruments       0.1         0.1         0.1               -          
                                                                                            
                                       12.0        12.0        0.1               11.9       
                                                                                            
 At 30 June 2013Audited                                                                     
 Non-derivative financial instruments                                                       
 Variable interest rate instruments    22.8        22.8        -                 22.8       
 Fixed interest rate instruments       0.3         0.3         0.2               0.1        
                                                                                            
                                       23.1        23.1        0.2               22.9       
 
 
During the period the group reduced its available revolving credit facility to £25 million. The facility expires in
February 2016. 
 
9    Provisions 
 
                                                            Onerous lease provision  Deferred consideration  Total provision  
                                                            £m                       £m                      £m               
                                                                                                                              
 At 1 July 2012                                      0.3    1.2                      1.5                     
 Arising on acquisition                              -      11.6                     11.6                    
 Charged to the statement of comprehensive income    0.6    4.3                      4.9                     
 Unwinding of discount                               -      1.3                      1.3                     
 Released during the period                          (0.1)  (5.4)                    (5.5)                   
 Utilised during the period                          (0.6)  (0.2)                    (0.8)                   
 At 30 June 2013 (audited)                           0.2    12.8                     13.0                    
 Charged to the statement of comprehensive income    0.1    4.8                      4.9                     
 Unwinding of discount                               -      2.9                      2.9                     
 Utilised during the period                          (0.1)  (15.4)                   (15.5)                  
 Disposal on sale of subsidiary                      (0.1)  -                        (0.1)                   
                                                                                                                              
 At 30 June 2014 (unaudited)                         0.1    5.1                      5.2                     
                                                                                                                              
 Current                                             0.1    4.2                      4.3                     
 Non-current                                         -      0.9                      0.9                     
                                                                                                                              
                                                            0.1                      5.1                     5.2              
 
 
The deferred consideration relates to contingent consideration associated with the acquisition of Venture Business Research
Limited ("VBR"), Investment Platforms Limited ("IPL") and Econsultancy.com Limited. The amount charged in the period
represents the current period portion of the expected total payment, plus an adjustment to earlier periods where the latest
information available indicates that the consideration ultimately payable will differ from that which was initially
expected. 
 
During the six month period, following negotiations for the early settlement of the Econsultancy deferred contingent
consideration, the provision was increased by £2 million and all remaining discounting of £2.5m unwound. The deferred
consideration was settled on 12 June 2014 for £12.5 million in cash. The deferred consideration for Forum for Expatriate
Management was also settled at £2.8m during the 12 months to 30 June 2014. 
 
The provision for IPL will be settled during the 6 months to 31 December 2014. Based on actual results for the 12 months to
30 June 2014 this is expected to be settled at £4.2m. The amount of deferred contingent consideration payable with respect
to VBR is dependent on the profits generated by VBR during the year to 30 June 2015 (the performance year), subject to a
maximum earn-out payment of £5.0m. 
 
The remaining onerous lease provision for the Chiswell Street property was disposed of with the sale of PI (see note 11). 
 
The group has recognised a charge of £0.1m in relation to the Holden House property for which the group has exercised its
break notice and thus the property will become vacant in October 2014. The lease expires in December 2014. 
 
10  Dividends 
 
A final dividend in relation to the interim period ended 30 June 2013 of 1.575 pence (2012: 1.5 pence) per 10p ordinary
share was paid on 6 December 2013. This amounted to £2,240,920 (2013: £2,111,760). 
 
An interim dividend in relation to the period ended 31 December 2013 of 0.85 pence (2012: 0.825 pence) per 10p ordinary
share was paid on 11 of April 2014. This amounted to £1,210,709 (2012: £1,162,320). 
 
A second interim dividend of 1.7 pence (2013: 1.575 pence) per 10p ordinary share is proposed. This amounts to £2,431,292
and will be paid on 10 October 2014 to all shareholders on the register as at 12 September 2014. 
 
11  Disposal of subsidiary 
 
On 12 June 2014 the group disposed of its interest in PI. Economic control transferred on 31 May 2014. 
 
The net assets of PI at the date of disposal were as follows: 
 
                                                                                 Six months  
                                                                                 ended 30    
                                                                                 June        
                                                                                 2014        
                                                                                 Unaudited   
                                                                                 £m          
                                                                                             
 Intangible assets                                                               2.0         
 Trade and other receivables                                                     0.8         
 Intercompany                                                                    3.1         
 Cash and bank balances                                                          0.4         
 Deferred tax asset                                                              0.1         
 Current tax liability                                                           (0.2)       
 Trade and other payables                                                        (0.6)       
 Deferred income                                                                 (2.5)       
 Onerous lease provision                                                         (0.1)       
 Attributable goodwill                                                           8.9         
 Net assets disposed                                                             11.9        
                                                                                             
 Attributable to non-controlling interest                                        -           
 Attributable to non-controlling interest of shareholders of the Parent Company  11.9        
                                                                                             
 Gain on disposal                                                                14.9        
                                                                                             
 Costs of disposal                                                               (1.0)       
 Fair value of consideration                                                     27.8        
                                                                                             
 Satisfied by:                                                                               
 Cash and cash equivalents                                                       23.7        
 Novation of intercompany balances                                               3.1         
                                                                                 26.8        
 Net cash inflow arising on disposal:                                                        
 Consideration received in cash and cash equivalents                             24.9        
 Less: cash and cash equivalents disposed of                                     0.4         
                                                                                 24.5        
 
 
Proceeds of £26.8 million comprise: 
 
-       cash of £23.7 million stated after deducting transaction costs of £1.0 million; and 
 
-       settlement of amounts owed by the continuing group to PI of £3.1 million. 
 
The results of PI Limited are not shown separately as a discontinued operation in the consolidated statement of
comprehensive income as it was not individually deemed a major line of business for the group. 
 
There were no disposals of subsidiaries in the year-ended 30 June 2013. 
 
12  Cash flow generated from operating activities 
 
                                                                                                Twelve months ended30 June 2014Unaudited  Twelve months ended 30 June 2013Audited  
                                                                                                £m                                        £m                                       
 Profit/(loss) for the period                                                                   9.6                                       (38.4)                                   
                                                                                                                                                                                   
 Adjustments for:                                                                                                                                                                  
 Tax                                                                                            1.4                                       1.0                                      
 Depreciation of property, plant and equipment                                                  0.9                                       0.6                                      
 Amortisation of intangible assets                                                              4.6                                       4.6                                      
 Accelerated amortisation of software (included within exceptional costs)                       0.3                                       0.2                                      
 Impairment of goodwill (included within exceptional costs)                                     -                                         39.2                                     
 Earn-out Provision release (included within exceptional costs)                                 -                                         (5.4)                                    
 IFRS 3 (R) earn-out (included in exceptional costs)                                            4.7                                       4.3                                      
 Interest expense                                                                               1.2                                       1.2                                      
 IAS 39 discounting unwind                                                                      2.9                                       1.3                                      
 Onerous lease charge (included within exceptional costs)                                       0.1                                       -                                        
 Share option charge                                                                            0.3                                       0.3                                      
 Profit on disposal of subsidiary                                                               (14.9)                                    -                                        
 Other                                                                                          0.1                                       -                                        
                                                                                                                                                                                   
 Changes in working capital (excluding effects of acquisitions and disposals of subsidiaries):                                                                                     
 Increase in inventories                                                                        -                                         (0.9)                                    
 Increase in trade and other receivables                                                        (1.0)                                     (0.8)                                    
 (Decrease)/increase in trade and other payables                                                (0.8)                                     0.4                                      
 Increase in deferred income                                                                    2.9                                       1.8                                      
 Decrease in provisions                                                                         (0.2)                                     (0.1)                                    
                                                                                                                                                                                   
 Cash generated from operations                                                                 12.1                                      9.3                                      
 
 
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