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Notes to the Interim Financial Report
for the six months ended 30 June 2006 |
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The information for the year ended 31 December 2005 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. A copy of the statutory accounts for that year has been filed with the Registrar of Companies. The auditors' opinion on those accounts was unqualified and did not contain a statement under section 237 of the Companies Act 1985.
The interim financial information was approved by a duly appointed and authorised committee of the board of directors on 25 July 2006. The interim financial information is unaudited but has been reviewed by the auditors as set out in their report (see Independent Review Report).
The comparative information for 30 June 2005 and 31 December 2005 has been restated as follows: |
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The results of discontinued operations have been reclassified in accordance with accounting standards (see note 11). |
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Following a reorganisation of certain operations announced in May 2006, the segmental results have been restated. The impact is disclosed in note 3. |
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The group accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the group's annual financial statements for the year ended 31 December 2005, except for the adoption of the following amendments which are mandatory for annual periods beginning on or after 1 January 2006:
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IAS 39 – Financial Instruments: Recognition and Measurement (“IAS 39”) – Amendment for financial guarantee contracts – which amended the scope of IAS 39 to include financial guarantee contracts issued. The amendment addresses the treatment of financial guarantee contracts by the issuer. Under IAS 39, as amended, financial guarantee contracts are recognised initially at fair value and generally remeasured at the higher of the amount determined in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and the amount initially recognised less, where appropriate, cumulative amortisation recognised in accordance with IAS 18 Revenue; |
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IAS 39 – Amendment for hedges of forecast intragroup transactions – which amended IAS 39 to permit the foreign currency risk of a highly probable intragroup transaction to qualify as a hedged item in a cash flow hedge, provided that the transaction is denominated in a currency other than the functional currency of the entity entering into the transaction and that the foreign currency risk will affect the financial statements; and |
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IAS 39 – Amendment for the fair value option – which restricted the use of the option to designate any financial asset or any financial liability to be measured at fair value through profit and loss. |
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| The adoption of these amendments did not affect the group results of operations or financial position. |
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At 30 June 2006, the group is organised into five main business segments – News Distribution, CMP Asia, CMP Information, CMP Technology and CMPMedica. These segments are the basis on which the group reports its primary segment information.
The News Distribution segment operates in the distribution, targeting and evaluation of company information. The main activities of CMP Asia, CMP Information, CMP Technology and CMPMedica are the production of magazines, trade press, directories, events and websites.
The market research business is included in discontinued operations as it was disposed of on 1 June 2005. The main activities of this segment were syndicated and custom market research. The motoring titles within CMP Information, which were disposed of on 16 September 2005, as well as UK consumer titles disposed of in the period to 30 June 2006 are also included in discontinued operations (refer to note 11).
The following tables set out the revenue and profit information for the group's business segments.
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| Six months ended 30 June 2006 |
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Revenue
from
external
customers
£m |
Revenue
from other
segments
£m |
Total
revenue
£m |
Profit / (loss) from
operating
activities
£m |
Share of
results from
JVs and associates
£m |
Segment
result
£m |
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| Segments |
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| Continuing operations |
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| News Distribution |
69.1 |
- |
69.1 |
20.3 |
0.3 |
20.6 |
| CMP Asia |
26.5 |
- |
26.5 |
6.9 |
- |
6.9 |
| CMP Information |
92.9 |
- |
92.9 |
21.0 |
- |
21.0 |
| CMP Technology |
113.3 |
- |
113.3 |
15.1 |
0.9 |
16.0 |
| CMPMedica |
92.5 |
- |
92.5 |
10.6 |
- |
10.6 |
| Corporate operations ** |
- |
- |
- |
(0.8) |
0.5 |
(0.3) |
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394.3 |
- |
394.3 |
73.1 |
1.7 |
74.8 |
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| Discontinued operations |
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| CMP Information |
5.1 |
- |
5.1 |
0.8 |
- |
0.8 |
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399.4 |
- |
399.4 |
73.9 |
1.7 |
75.6 |
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*Adjusted
group
operating
profit
£m |
Share of
tax on profit
from JVs and
associates
£m |
Non-recurring
items charged
to operating
profit
£m |
Amortisation
of intangibles
£m |
Segment
result
£m |
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| Segments |
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| Continuing operations |
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| News Distribution |
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20.6 |
- |
- |
- |
20.6 |
| CMP Asia |
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7.2 |
- |
- |
(0.3) |
6.9 |
| CMP Information |
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22.3 |
- |
- |
(1.3) |
21.0 |
| CMP Technology |
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17.3 |
- |
- |
(1.3) |
16.0 |
| CMPMedica |
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14.9 |
- |
- |
(4.3) |
10.6 |
| Corporate operations ** |
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- |
(0.3) |
- |
- |
(0.3) |
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82.3 |
(0.3) |
- |
(7.2) |
74.8 |
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| Discontinued operations |
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| CMP Information |
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0.8 |
- |
- |
- |
0.8 |
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83.1 |
(0.3) |
- |
(7.2) |
75.6 |
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Adjusted group operating profit represents group operating profit excluding amortisation of intangible assets, non-recurring items, share of taxation on profit in joint ventures and associates, and including operating profit from discontinued operations. |
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Corporate operations comprises net central operating costs, together with those equity accounted investments which do not form part of one of the group's operating divisions. |
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| Six months ended 30 June 2005 (as restated) |
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Revenue
from
external
customers
£m |
Revenue
from other
segments
£m |
Total
revenue
£m |
Profit from
operating
activities
£m |
Share of
results from
JVs and associates
£m |
Segment
result
£m |
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| Segments |
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| Continuing operations |
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| News Distribution |
51.3 |
- |
51.3 |
12.4 |
1.3 |
13.7 |
| CMP Asia |
24.3 |
- |
24.3 |
6.1 |
- |
6.1 |
| CMP Information |
77.8 |
- |
77.8 |
16.9 |
- |
16.9 |
| CMP Technology |
87.6 |
- |
87.6 |
9.3 |
0.7 |
10.0 |
| CMPMedica |
74.2 |
- |
74.2 |
9.1 |
(0.1) |
9.0 |
| Corporate operations ** |
- |
- |
- |
0.3 |
8.8 |
9.1 |
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315.2 |
- |
315.2 |
54.1 |
10.7 |
64.8 |
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| Non-recurring items *** |
- |
- |
- |
- |
- |
25.0 |
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| Discontinued operations |
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| CMP Information |
23.7 |
- |
23.7 |
2.0 |
- |
2.0 |
| Market research |
76.9 |
0.1 |
77.0 |
4.4 |
- |
4.4 |
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100.6 |
0.1 |
100.7 |
6.4 |
- |
6.4 |
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| Eliminations |
- |
(0.1) |
(0.1) |
- |
- |
- |
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415.8 |
- |
415.8 |
60.5 |
10.7 |
96.2 |
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| Six months ended 30 June 2005 (as restated) |
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*Adjusted
group
operating
profit
£m |
Share of tax
on profit
from JV's and
associates
£m |
Non-recurring
items charged
to operating
profit
£m |
Amortisation
of intangibles
£m |
Segment
result
£m |
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| Segments |
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| Continuing operations |
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| News Distribution |
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14.3 |
(0.5) |
(0.1) |
- |
13.7 |
| CMP Asia |
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6.3 |
- |
(0.2) |
- |
6.1 |
| CMP Information |
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18.8 |
- |
(1.4) |
(0.5) |
16.9 |
| CMP Technology |
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12.5 |
- |
(2.5) |
- |
10.0 |
| CMPMedica |
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14.1 |
- |
(1.0) |
(4.1) |
9.0 |
| Corporate operations ** |
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3.7 |
5.4 |
- |
- |
9.1 |
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69.7 |
4.9 |
(5.2) |
(4.6) |
64.8 |
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| Non-recurring items *** |
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- |
- |
- |
- |
25.0 |
| |
| Discontinued operations |
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| CMP Information |
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2.0 |
- |
- |
- |
2.0 |
| Market research |
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4.4 |
- |
- |
- |
4.4 |
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6.4 |
- |
- |
- |
6.4 |
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76.1 |
4.9 |
(5.2) |
(4.6) |
96.2 |
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| * |
Adjusted group operating profit represents group operating profit excluding amortisation of intangible assets, non-recurring items, share of taxation on profit in joint ventures and associates, and including operating profit from discontinued operations. |
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Corporate operations comprises net central operating costs, together with those equity accounted investments which do not form part of one of the group's operating divisions. |
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| *** |
Non-recurring items include the profit on sale of equity accounted for investments during the year. |
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| For the year ended 31 December 2005 (as restated) |
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Revenue
from
external
customers
£m |
Revenue
from other
segments
£m |
Total
revenue
£m |
Profit/(loss)
from
operating
activities
£m |
Share of
results from
JV's and
associates
£m |
Segment
result
£m |
|
| Segments |
|
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| Continuing operations |
|
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| News Distribution |
104.1 |
- |
104.1 |
14.2 |
2.4 |
16.6 |
| CMP Asia |
60.5 |
(0.3) |
60.8 |
17.0 |
- |
17.0 |
| CMP Information |
158.2 |
- |
158.2 |
23.7 |
- |
23.7 |
| CMP Technology |
183.6 |
- |
183.6 |
11.0 |
0.9 |
11.9 |
| CMPMedica |
154.3 |
- |
154.3 |
14.1 |
(0.3) |
13.8 |
| Corporate operations ** |
- |
- |
- |
(4.9) |
9.7 |
4.8 |
|
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660.7 |
0.3 |
661.0 |
75.1 |
12.7 |
87.8 |
|
| Non-recurring items *** |
- |
- |
- |
- |
- |
150.7 |
| |
| Discontinued operations |
|
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| CMP Information |
36.7 |
- |
36.7 |
3.0 |
- |
3.0 |
| Market research |
76.8 |
0.1 |
76.9 |
4.4 |
- |
4.4 |
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113.5 |
0.1 |
113.6 |
7.4 |
- |
7.4 |
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| Eliminations |
- |
(0.4) |
(0.4) |
- |
- |
- |
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774.2 |
- |
774.2 |
82.5 |
12.7 |
245.9 |
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*Adjusted
group
operating
profit
£m |
Share of tax
on profit
from JV's and
associates
£m |
Non-recurring
items charged
to operating
profit
£m |
Amortisation
of intangibles
£m |
Segment
result
£m |
|
| Segments |
|
|
|
|
|
|
| Continuing operations |
|
|
|
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|
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| News Distribution |
|
29.2 |
(1.4) |
(11.2) |
- |
16.6 |
| CMP Asia |
|
17.5 |
- |
(0.4) |
(0.1) |
17.0 |
| CMP Information |
|
40.7 |
- |
(14.8) |
(2.2) |
23.7 |
| CMP Technology |
|
19.9 |
- |
(7.2) |
(0.8) |
11.9 |
| CMPMedica |
|
24.1 |
- |
(2.0) |
(8.3) |
13.8 |
| Corporate operations ** |
|
3.1 |
3.3 |
(1.6) |
- |
4.8 |
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| |
|
134.5 |
1.9 |
(37.2) |
(11.4) |
87.8 |
|
| Non-recurring items *** |
|
- |
- |
- |
- |
150.7 |
| |
| Discontinued operations |
|
|
|
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| CMP Information |
|
3.0 |
- |
- |
- |
3.0 |
| Market research |
|
4.4 |
- |
- |
- |
4.4 |
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7.4 |
- |
- |
- |
7.4 |
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|
141.9 |
1.9 |
(37.2) |
(11.4) |
245.9 |
|
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| * |
Adjusted group operating profit represents group operating profit excluding amortisation of intangible assets, non-recurring items, share of taxation on profit in joint ventures and associates, and including operating profit from discontinued operations. |
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| ** |
Corporate operations comprises net central operating costs, together with those equity accounted investments which do not form part of one of the group's operating divisions. |
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| *** |
Non-recurring items include the profit on sale of equity accounted for investments during the year. |
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The amounts shown for 30 June 2005 and 31 December 2005 have been restated to reflect the intra-group transfer of ‘US Healthcare' from CMP Technology to CMPMedica; the UK Medical group from CMP Information to CMP Medica; and CMP Princeton from CMP Technology to CMP Information.
For the period ended 30 June 2005, £13.7m of revenue and £0.7m of operating loss for ‘US Healthcare' was transferred from CMP Technology to CMPMedica, £3.0m of revenue and £0.4m of operating profit for the UK Medical group was transferred from CMP Information to CMPMedica, and £2.6m of revenue and £1.1m of operating profit for CMP Princeton was transferred from CMP Technology to CMP Information.
For the year ended 31 December 2005, £37.0m of revenue and £3.5m of operating profit for ‘US Healthcare' was transferred from CMP Technology to CMPMedica, £5.0m of revenue and £0.5m of operating loss of the UK Medical group was transferred from CMP Information to CMPMedica, and £5.3m of revenue and £1.5m of operating profit for CMP Princeton was transferred from CMP Technology to CMP Information.
Effective from 1 January 2006 the group has equity accounted for its 17.01% share of Press Association Group Limited and has fully consolidated its 50% interest in Canada Newswire Inc, where the remaining 50% is held by the Press Association. These changes result from an increase in the levels of influence and control exerted by the group.
The impact of the consolidation of Canada Newswire Inc in the period to 30 June 2006 is to increase News Distribution revenue by £13.2 million and operating profit by £2.0 million. The impact of equity accounting of the group's share of Press Association Group Limited in the period to 30 June 2006 is to increase the group operating profit by £0.3 million. |
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Six months
ended
30 June
2006
£m |
As restated
Six months
ended
30 June
2005
£m |
Year
ended
31 December
2005
£m |
|
| Credited / (charged) to operating profit |
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| Vacant property costs |
- |
- |
(8.8) |
| Redundancy |
- |
(0.3) |
(8.6) |
| Re-engineering of business processes |
- |
(1.5) |
(10.3) |
| Restructuring and business reorganisation costs |
- |
(2.2) |
(7.8) |
| Integration of acquired businesses |
- |
(1.2) |
(1.7) |
|
| Total non-recurring reorganisation and restructuring costs |
- |
(5.2) |
(37.2) |
| Share of results from associates disposed of during the year |
- |
8.5 |
8.5 |
|
| Total credited / (charged) to operating profit |
- |
3.3 |
(28.7) |
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| Credited to EBIT |
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|
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| Profit on disposal of property, plant and equipment |
4.3 |
- |
- |
| Profit on disposal of equity accounted investments |
- |
25.0 |
150.7 |
|
| Total credited to EBIT |
4.3 |
28.3 |
122.0 |
| |
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| Charged to profit before tax |
|
|
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| Bond buybacks |
(20.3) |
- |
(13.7) |
|
| Total (charged) / credited to profit before tax |
(16.0) |
28.3 |
108.3 |
| |
|
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|
| (Charged)/credited to profit after tax |
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|
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| Tax on disposal of equity accounted investments |
- |
(1.2) |
(1.2) |
|
| Total (charged) /credited to profit after tax from continuing operations |
(16.0) |
27.1 |
107.1 |
| |
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|
|
| Credited to discontinued operations (note 11) |
|
|
|
| Profit on disposal of discontinued operations after tax |
9.0 |
242.4 |
266.3 |
| Profit from discontinued operations after tax |
0.6 |
5.1 |
5.9 |
|
| (Loss) / profit for the year after discontinued operations |
(6.4) |
274.6 |
379.3 |
|
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| |
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| Disposals |
|
During the period ended 30 June 2006 UBM announced the sale of a number of UK consumer titles for an aggregate amount of £16.7 million. A profit of £9.0m arose on the sale of these publications. The results of these publications are disclosed as discontinued operations (refer to note 11).
On 10 April 2006 UBM announced the sale of its Culverhouse Cross property for £15.8m. A profit of £4.3m arose on the sale of the property. |
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 |
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| 5. |
Finance income / (cost) |
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| |
30 June 2006 |
30 June 2005 |
| |
Before
non-recurring
items
2006
£m |
Non-
recurring
items
2006
£m |
Total
2006
£m |
Before
non-recurring
items
2005
£m |
Non-
recurring
items
2005
£m |
Total
2005
£m |
|
| Interest |
|
|
|
|
|
|
| Interest income |
8.5 |
- |
8.5 |
16.0 |
- |
16.0 |
| Interest costs |
(3.1) |
- |
(3.1) |
(9.5) |
- |
(9.5) |
|
| |
5.4 |
- |
5.4 |
6.5 |
- |
6.5 |
|
| Financing income – other than interest |
|
|
|
|
|
|
| Net foreign exchange gain (a) |
1.0 |
- |
1.0 |
10.2 |
- |
10.2 |
| Buyback of bonds |
|
0.4 |
0.4 |
- |
- |
- |
| Fair value gain on embedded derivative in convertible bond (c) |
- |
- |
- |
15.9 |
- |
15.9 |
|
| |
1.0 |
0.4 |
1.4 |
26.1 |
- |
26.1 |
|
| Financing cost – other than interest |
|
|
|
|
|
|
| Convertible bond (b) |
(0.8) |
- |
(0.8) |
(2.5) |
- |
(2.5) |
| Fair value loss on embedded derivative in convertible bond (c) |
|
(20.7) |
(20.7) |
- |
- |
- |
| Other fair value adjustments |
(0.4) |
- |
(0.4) |
(0.1) |
- |
(0.1) |
|
| |
(1.2) |
(20.7) |
(21.9) |
(2.6) |
- |
(2.6) |
|
| Financing cost – pension schemes |
- |
- |
- |
(1.3) |
- |
(1.3) |
|
| Net finance income / (cost) |
5.2 |
(20.3) |
(15.1) |
28.7 |
- |
28.7 |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
31 December 2005 |
| |
Before
non-recurring
items
2005
£m |
Non-
recurring
items
2005
£m |
Total
2005
£m |
|
| Interest |
|
|
|
| Interest income |
28.2 |
- |
28.2 |
| Interest costs |
(15.5) |
- |
(15.5) |
|
| |
12.7 |
- |
12.7 |
|
| Financing income – other than interest |
|
|
|
| Net foreign exchange gain (a) |
8.4 |
- |
8.4 |
| Fair value gain on embedded derivative in convertible bond (c) |
- |
- |
- |
|
| |
8.4 |
- |
8.4 |
|
| Financing cost – other than interest |
|
|
|
| Convertible bond (b) |
(4.8) |
- |
(4.8) |
| Fair value loss on embedded derivative in convertible bond (c) |
(9.0) |
(2.2) |
(11.2) |
| Buyback of bonds (d) |
- |
(11.5) |
(11.5) |
| Other fair value adjustments |
- |
- |
- |
|
| |
(13.8) |
(13.7) |
(27.5) |
|
| Financing cost – pension schemes |
(2.5) |
- |
(2.5) |
|
| Net finance income / (cost) |
4.8 |
(13.7) |
(8.9) |
|
|
|
| |
|
| |
|
| (a) |
Foreign exchange gain on US Dollar denominated balances held in UK accounts. The gain in 2005 arose from the unhedged US Dollar cash balances and the strengthening of the US Dollar. |
| |
|
| (b) |
The convertible bond is separated into fixed rate debt and an equity derivative. This charge reflects the accretion of the debt to the value at maturity. |
| |
|
| (c) |
Accounting Standards determine that the group's US Dollar convertible bond contains an embedded derivative, and this option is carried at fair value with changes taken to the income statement. This charge is a result of the increase in the group's share price. The non-recurring fair value loss on the embedded derivative of £20.7 million (30 June 2005: £nil; 31 December 2005: £2.2 million) relates to the portion of the bond that was repurchased / converted during the year. |
| |
|
| (d) |
In the second half of 2005, UBM repurchased $179.3 million of the principal of the US dollar fixed rate unsecured notes. This charge reflects the premium paid and the fees related to the repurchase and unamortised costs being written off. |
| |
|
|
|
| |
|
|
|
| |
 |
|
| |
|
|
| |
|
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary shareholders (after adding back interest on the convertible bond) by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options and dilutive convertible bond).
The weighted average number of ordinary shares for the period were 278,856,165 (30 June 2005: 330,990,030; 31 December 2005: 302,537,497).
Adjusted earnings per share is presented as the directors consider that this is a meaningful measure of the performance of the group. For diluted earnings per share, the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.The group has two categories of dilutive potential ordinary shares: those share options granted to employees where the exercise price is less than the average market price of the company's ordinary shares during the year and shares attributable to convertible debt. The impact of dilutive securities in 2006 would be to increase the profit by £21.3 million (30 June 2005: £11.5 million charge; 31 December 2005: £19.1 million profit) for convertible debt and to increase weighted average shares by 5.5 million shares (30 June 2005: 5.2 million shares; 31 December 2005: 3.3 million shares) for employee share options and 11.4 million shares (30 June 2005: 47.8 million shares; 31 December 2005: 40.4 million shares) for convertible debt.
The following reflects the income and share data used in basic and diluted earnings per share computations:
|
|
| |
|
|
|
| |
|
| |
|
|
|
| |
|
|
|
| |
 |
|
| |
|
|
| |
|
| |
Six months
ended
30 June
2006
£m |
Six months
ended
30 June
2005
£m |
Year
ended
31 December
2005
£m |
|
| Declared and paid during the period |
|
|
|
| Equity dividends on ordinary shares |
|
|
|
Final dividend for 2004 of 8.37p |
- |
28.1 |
28.1 |
Interim dividend for 2005 of 4.0p |
- |
- |
11.0 |
Special dividend of 89.0p |
- |
298.3 |
298.3 |
Final dividend for 2005 of 11.0p |
31.8 |
- |
- |
| Equity dividends – B shares |
0.4 |
0.2 |
0.4 |
|
| |
|
|
|
|
| Dividends |
32.3 |
326.6 |
337.8 |
|
| |
|
|
|
| Proposed but not yet paid (not recognised as a liability at the end of the period) |
|
|
|
| Equity dividends on ordinary shares |
|
|
|
Interim dividend for 2005 of 4.0p |
- |
11.5 |
- |
Final dividend for 2005 of 11.0p |
- |
- |
30.6 |
Interim dividend for 2006 of 4.4p |
12.4 |
- |
- |
|
|
|
| |
|
| On 28 June 2005, UBM paid a special dividend to shareholders of £298.3 million (89.0p per share). |
|
| |
|
|
|
| |
 |
|
| |
|
|
| |
|
| |
30 June
2006
£m |
30 June
2005
£m |
31 December
2005
£m |
|
| Authorised |
|
|
|
400,936,636 (30 June 2005: 400,936,636; 31 December 2005: 400,936,636)
ordinary shares of 30 and 5/14 pence each |
121.7 |
121.7 |
121.7 |
375,417,690 (30 June 2005: 375,417,690; 31 December 2005: 375,417,690) B shares of 8 and 23/44 pence each |
32.0 |
32.0 |
32.0 |
|
| |
153.7 |
153.7 |
153.7 |
|
| |
|
|
|
| |
| |
Ordinary
Shares
£m |
B
Shares
£m |
Total
£m |
|
| Issued and fully paid |
|
|
|
| At 1 January 2006 |
84.5 |
0.4 |
84.9 |
Allocated in respect of share option schemes and other entitlements |
1.7 |
- |
1.7 |
Own shares purchased by the company |
3.1 |
- |
3.1 |
Shares repurchased and cancelled |
(3.4) |
|
(3.4) |
|
| Actual issued and fully paid shares at 30 June 2006 |
85.9 |
0.4 |
86.3 |
|
|
|
| |
|
As at 30 June 2006, there were 282,893,351 issued and fully paid ordinary shares, and 4,830,923 issued and fully paid B shares (30 June 2005: 275,929,219 issued and fully paid ordinary shares, and 5,446,789 issued and fully paid B shares; 31 December 2005: 278,222,120 issued and fully paid ordinary shares, and 4,830,923 issued and fully paid B shares).
As at 30 June 2006, the holdings of the United ESOP are 3,096,580 ordinary shares, and 34,918 B shares (30 June 2005: 2,566,589 ordinary shares and 279,484 B shares; 31 December 2005: 1,925,921 ordinary shares and 34,918 B shares).
The group repurchased and cancelled 11,130,000 ordinary shares during the year at an average price of 666.0p (30 June 2005: 2,650,000 ordinary shares for 501.9p; 31 December 2005: 3,010,000 ordinary shares for 508.3p). The total amount paid to acquire the ordinary shares was £74.1 million (30 June 2005: £13.3 million; 31 December 2005: £15.3 million).
In the six months ended 30 June 2006 convertible bond holders elected to convert bonds with a principal value of $85.3m into 10,196,753 ordinary shares in the company (2005: nil). Following the completion of the conversion and repurchase of the convertible bonds on 26 June 2006, there are no convertible bond amounts outstanding.
On 20 June 2005, in conjunction with the special dividend of 89.0 pence per share, a share consolidation was carried out to convert 17 existing ordinary shares to 14 new ordinary shares. The share consolidation converted the 337,932,001 existing issued and fully paid ordinary shares into 278,296,942 new issued and fully paid ordinary shares. |
|
| |
|
|
|
| |
 |
|
| |
|
|
| |
|
| |
Merger
reserve
£m |
Capital
redemption
reserve
£m |
Foreign
currency
translation
reserve
£m |
ESOP
reserve
£m |
Other
reserve
£m |
Total
other
reserves
£m |
Retained
earnings
£m |
Minority
interests
£m |
|
| Balance at 31 December 2005 |
31.3 |
43.8 |
(1.8) |
(19.3) |
125.0 |
179.0 |
(149.9) |
2.7 |
| |
|
|
|
|
|
|
|
|
| Total recognised income and expense for the year |
- |
- |
(13.0) |
- |
- |
(13.0) |
75.3 |
2.3 |
| Shares repurchased and cancelled by the company |
- |
3.4 |
- |
- |
- |
3.4 |
(74.5) |
- |
| Share-based payment |
- |
- |
- |
- |
- |
- |
5.1 |
- |
| Special dividend |
- |
- |
- |
- |
- |
- |
- |
- |
| Equity dividend |
- |
- |
- |
- |
- |
- |
(32.2) |
- |
| Minority interest dividend |
- |
- |
- |
- |
- |
- |
- |
(0.8) |
| Shares awarded by ESOP |
- |
- |
- |
4.2 |
- |
4.2 |
- |
- |
| Own shares purchased by the company |
- |
- |
- |
(11.0) |
- |
(11.0) |
- |
- |
|
| Balance at 30 June 2006 |
31.3 |
47.2 |
(14.8) |
(26.1) |
125.0 |
162.6 |
(176.2) |
4.2 |
|
|
|
| |
|
|
|
| |
 |
|
| |
|
|
| |
|
UBM has completed seven acquisitions in the six months ending 30 June 2006.
On 11 January 2006, UBM acquired the events assets of MediaLive International, Inc. for a cash consideration of US$65 million. The transaction adds more than 20 IT and telecoms-related events in the US, Japan, and Europe.
On 11 January 2006, UBM acquired Shorecliff Communications LLC, a US events business, for a cash consideration of US$12.3 million plus contingent consideration up to US$1.4 million. Shorecliff's four principal events focus on the high growth technology markets of radio frequency identification, broadband services, wireless infrastructure and telecoms television/internet protocol television.
On 13 March 2006 UBM acquired a set of assets from Mediworld Publications, an Indian medical publisher, for £0.4 million plus contingent consideration up to £0.3 million.
On 4 April 2006 UBM acquired the National Venue Show for £1.5m.
On 1 June 2006, UBM acquired Cable Digital News Inc, an online B2B media business providing news and analysis of the North American cable industry. The purchase price was $0.3 million.
On 30 June 2006, UBM acquired MeXi Solutions, a secure communication and data access solutions provider to the Belgian healthcare industry, for a total cash consideration of €2.65 million.
On 30 June 2006, UBM acquired the Thames Gateway Forum for £3.05 million plus contingent consideration up to £0.25 million.
The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the group in respect of the acquisition of businesses during the year: |
|
| |
|
| |
2006
Fair
Value
to Group
£m |
2006
Acquiree's
Carrying
Value
£m |
|
| Intangible assets |
15.7 |
- |
| Other non-current assets |
0.2 |
0.2 |
| Current assets |
7.9 |
7.9 |
|
| |
23.8 |
8.1 |
|
| Creditors and other current liabilities |
(8.4) |
(8.4) |
| Creditors due after more than one year |
(0.4) |
- |
|
| |
(8.8) |
(8.4) |
|
| Fair value of net assets |
15.0 |
|
| Goodwill arising on acquisition |
36.6 |
|
|
|
| |
51.6 |
|
|
|
| |
|
|
| |
|
2006
£m |
|
| Consideration: |
|
|
| Net cash paid |
|
50.5 |
| Deferred consideration |
|
1.1 |
|
| Total consideration |
|
51.6 |
|
| |
|
|
| The aggregate cash flow effect of the acquisitions was as follows: |
|
|
| |
|
2006
£m |
|
| Cash paid |
|
51.0 |
| Net cash acquired |
|
(0.5) |
|
| Net cash outflow on 2006 acquisitions |
|
50.5 |
|
| Payment of deferred consideration on prior year acquisitions |
|
1.1 |
|
| Total cash outflow on acquisitions |
|
51.6 |
|
|
|
| |
|
| In addition to acquisitions made during the period, on 27 March 2006 UBM announced that its CMP Asia division reached agreement to purchase a majority stake in the Guangzhou Beauty Fair. The acquisition is being made jointly with BolognaFiere Group, CMP Asia's joint venture partner for its Asian beauty industry events and is expected to be finalised in the second half of 2006 or early 2007. |
|
| |
|
|
|
| |
 |
|
| |
| 11. |
Discontinued operations |
|
|
| |
|
| The results of the discontinued operations which have been included in the consolidated income statement were as follows: |
|
| |
|
| |
Six months
ended
30 June
2006
£m |
Six months
ended
30 June
2005
£m |
Year
ended
31 December
2005
£m |
|
| Revenue |
5.1 |
100.6 |
113.6 |
| Operating expenses |
(4.3) |
(94.2) |
(106.2) |
|
| Profit before tax |
0.8 |
6.4 |
7.4 |
| Attributable taxation |
(0.2) |
(1.3) |
(1.5) |
|
| Profit from discontinued operations after tax |
0.6 |
5.1 |
5.9 |
|
| Profit from disposal of discontinued operations |
9.0 |
242.4 |
266.3 |
| Attributable tax expense |
- |
- |
- |
|
| Net profit attributable to discontinued operations |
9.6 |
247.5 |
272.2 |
|
| |
|
|
|
| |
|
|
At date of
disposal
£m |
|
| Net assets attributable to discontinued operations |
|
|
- |
|
| Goodwill |
|
|
3.3 |
|
| |
|
|
3.3 |
|
|
|
| |
|
| Discontinued operations relate to the following: |
|
| |
|
| • |
UBM's market research business, NOP World, which was disposed of on 1 June 2005 for a profit of £235.8 million; |
| |
|
| • |
Exchange & Mart and Auto Exchange which were sold on 16 September 2005 for a profit of £30.5 million; and |
| |
|
| • |
UK publications which were sold for a profit of £9.0 million during the period ended 30 June 2006 (refer to note 4). |
|
|
| |
|
|
|
| |
 |
|
| |
|
|
| |
|
In the six months ended 30 June 2006 the group repurchased a further $80.1 million of convertible bonds (30 June 2005: nil; 31 December 2005: $234.6 million). Additionally, in the six months ended 30 June 2006 convertible bond holders elected to convert $85.3 million of bonds into ordinary shares in the company (2005: nil). There are no convertible bond amounts outstanding at 30 June 2006. |
|
| |
|
|
|
| |
 |
|
| |
|
|
| |
|
The group's management awards share options to directors and employees, from time to time, on a discretionary basis. During the six months ended 30 June 2006, the Group awarded 1,554,115 (six months ended 30 June 2005: 818,394; year ended 31 December 2005: 3,614,015) shares under the group's share incentive plans.
|
|
| |
|
|
|
| |
 |
|
| |
| 14. |
Retirement benefit obligations |
|
|
| |
|
The group operates a number of defined benefit and defined contribution pension schemes in the UK and overseas. Actuarial valuations are carried out annually by independent qualified actuaries using the projected unit method.
|
|
| |
|
|
|
| |
 |
|
| |
| 15. |
Contingent liabilities |
|
|
| |
|
| The company acts as guarantor over a net overdraft facility of £60.0 million (30 June 2005: £60.0 million; 31 December 2005: £60.0 million). The company also acts as guarantor over the fixed interest payable on interest rate swaps taken out by a subsidiary undertaking. |
|
| |
|
|
|
| |
 |
|
| |
| 16. |
Events after balance sheet date |
|
|
| |
|
On 19 July 2006, UBM acquired Commonwealth Business Media, Inc. ("Commonwealth") for a cash consideration of $152m. Commonwealth is a leading specialist business intelligence provider to the international trade and transportation industry with comprehensive proprietary data, news and analytical content.
|
|
|
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| |
|
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| |
 |
|
|