Trinity Mirror PLC
15 March 2001
PART 2
Notes to the 2000 preliminary statement
1. Change in accounting policies
The only changes to the Group's accounting policies during the
financial year to 31 December 2000 were in respect of the adoption of
financial reporting standards FRS 15 'Measurement of Tangible Fixed
Assets' and FRS 16 'Current Tax', neither of which had an impact on
the profit and loss account.
2. Turnover
Statutory Statutory Pro forma
(unaudited)
2000 1999 1999
£m £m £m
Regional newspapers* 465.3 375.7 462.5
National newspapers 532.4 189.8 519.9
Sports newspapers 31.6 8.3 25.0
Magazines and exhibitions 35.3 18.2 33.9
Digital media 2.5 0.4 1.5
Other 13.2 3.4 19.8
Group turnover by division 1,080.3 595.8 1,062.6
* Regional newspapers includes turnover relating to Belfast Telegraph
Newspapers of £31.4 million (1999: £52.8 million) and the Metro titles
of £2.6 million (1999: £nil). Belfast Telegraph Newspapers was sold on
30 July 2000.
3. Group operating profit
The analysis of the Group's operating profit (before exceptional items) is as
follows:
Statutory Statutory Pro forma
(unaudited)
2000 1999 1999
£m £m £m
Regional newspapers* 114.8 94.1 114.6
National newspapers 111.0 39.0 103.6
Sports newspapers 8.2 2.2 5.2
Magazines and exhibitions 6.8 3.9 7.6
Digital media (42.3) (4.4) (7.0)
Other 2.9 (0.3) (2.9)
Group operating profit by division 201.4 134.5 221.1
* Regional newspapers includes operating profit relating to Belfast
Telegraph Newspapers of £13.2 million (1999: £20.8 million) and start
up costs of the Metro titles of £4.0 million (1999: £0.3 million).
4. Exceptional items
Statutory Statutory Pro forma
(unaudited)
2000 1999 1999
Operating exceptional items £m £m £m
Restructuring costs (a) 13.3 8.3 9.5
Accelerated depreciation in respect of press 7.5 - -
impairment (b)
Total exceptional items charged against 20.8 8.3 9.5
operating profit
(Profit)/loss on sale/termination of operations (164.5) 4.6 (23.9)
(c)
Share of exceptional items of associated (17.5) (0.6) (2.2)
undertaking (d)
Net interest payable (e) - - 3.9
Net exceptional items before taxation (161.2) 12.3 (12.7)
a. Restructuring costs of £9.8 million have been incurred as a result of
the integration and restructuring of management and operations
following the Trinity Mirror merger in 1999. Further restructuring
costs, including those in respect of management changes, of £3.5
million have been incurred in respect of the Southnews acquisition.
b. Following an assessment of the Group's future press policy undertaken
during the year, accelerated depreciation of £7.5 million has been
applied to certain press facilities reflecting their impairment.
c. The sale of Belfast Telegraph Newspapers resulted in a net profit on
disposal of £164.5 million. The loss on termination of operations in
1999 related primarily to the closure of Live TV in November 1999,
which resulted in a net loss of £5.6 million, and the costs of the
cancelled launch of the new Sporting Life title.
In March 1999, Mirror Group disposed of its investment in Scottish
Media Group for consideration of £110.0 million. After writing-off the
investment and goodwill, a net profit of £31.5 million was realised.
This gain is recognised in the pro forma profit and loss account only.
d. The share of associated undertaking's exceptional item relates to the
net profit on disposal of businesses during 2000 and 1999 by The Press
Association.
e. Subsequent to the sales of the Holborn property and the investment in
Scottish Media Group by Mirror Group, prior to the merger, interest
rate swaps with a principal amount of £200.0 million were cancelled at
a cost of £3.9 million.
5. Tax on profit on ordinary activities
Statutory Statutory Pro forma
The charge for taxation is as follows: (unaudited)
2000 1999 1999
Underlying: £m £m £m
UK corporation tax 43.2 32.6 44.9
Deferred taxation 0.8 (1.6) (1.8)
Tax in associated undertakings - - 1.7
44.0 31.0 44.8
Exceptional:
UK corporation tax on exceptional items 3.8 (2.8) (4.9)
Deferred taxation on exceptional items (0.8) - -
47.0 28.2 39.9
The underlying tax charge is less than the UK corporation tax rate of
30% because of different treatments of certain items for accounting
and taxation purposes. Included in the UK corporation tax charge on
exceptional items is £4.6 million in respect of the profit on disposal
of Belfast Telegraph Newspapers and £4.6 million in respect of the
Group's share of tax on exceptional items of associated undertakings.
The tax charge in respect of Belfast Telegraph Newspapers is less than
the UK corporation tax rate of 30% due to the tax effective disposal
of this subsidiary.
6. Earnings per share
Earnings per share are based on the profit on ordinary activities
after taxation. They are calculated using the weighted average number
of shares in issue (basic) increased by the number of share options in
issue (diluted) as shown below.
Statutory Statutory Pro forma
(unaudited)
2000 1999 1999
No. of shares No. of shares No. of shares
Basic (millions) 289.8 186.9 288.5
Diluted (millions) 291.9 188.6 290.3
7. Acquisition of Southnews
On 28 November 2000 the Company acquired the entire issued ordinary
share capital of Southnews plc. The cash consideration (including the
costs of the acquisition) of £265.9 million and issue of £27.1 million
of loan notes were satisfied by the increase in the Company's debt
balances. For the period prior to the acquisition, the following
financial information in respect of Southnews is relevant:
1 April to Year ended
28 November 31 March
2000 2000
£m £m
Turnover 63.2 75.9
Operating profit 13.3 15.3
The above results are shown using the accounting policies of Southnews
prior to the acquisition. Southnews acquired and retained the Kent and
London operations of the former Adscene Group in March 2000.
The provisional fair values attributed to the net assets acquired on
acquisition were:
Net assets acquired Provisional Provisional
Book value fair value fair value to
Adjustments the Group
£m £m £m
Intangible fixed assets (i) 109.8 235.9 345.7
Tangible fixed assets 4.2 - 4.2
Current assets (ii) 16.6 0.2 16.8
Creditors falling due within one year (18.5) (5.8) (24.3)
(iii)
Creditors falling due after one year (40.1) - (40.1)
Provisions (iv) (2.8) (2.8) (5.6)
Minority interest (3.7) - (3.7)
Net assets acquired 65.5 227.5 293.0
The provisional fair value adjustments are in respect of:
i. an increase in carrying value of publishing rights and titles to
reflect the directors' valuation of these assets at acquisition;
ii. an alignment of the application of an accounting policy in respect of
debtors;
iii. an estimate of the liability likely to result from a pending legal
case, various onerous contracts and corporation tax; and
iv. future costs related to occupied, let and vacant properties, pension
schemes valuation deficits and deferred tax.
The provisional nature of the fair value adjustments primarily relates
to estimates used in arriving at the pension schemes' valuation and
property provisions and accruals.
8. Acquisition of Mirror Group
On 6 September 1999 the Company acquired the entire issued share capital
of Mirror Group and provisional fair value adjustments were made in the
1999 accounts. Revisions to the provisional fair value adjustments have
been made in 2000.
a. The fair values attributed to the net assets acquired were:
Adjustments
Book Provisional Revisions Revised Fair
value
value 1999 2000 2000
to Group
Net assets acquired: £m £m £m £m
£m
Intangible fixed assets (i) 213.6 1,194.0 13.5 1,207.5 1,421.1
Tangible fixed assets (ii) 351.4 (49.8) (6.8) (56.6) 294.8
Fixed asset investments 10.8 - 0.5 0.5 11.3
Current assets (iii) 155.5 (6.7) (2.0) (8.7) 146.8
Creditors falling due within one (184.3) (13.6) (5.5) (19.1) (203.4)
year (iv)
Creditors falling due after one (332.9) - - - (332.9)
year
Provisions (v) (32.9) (14.6) 0.3 (14.3) (47.2)
181.2 1,109.3 - 1,109.3 1,290.5
Revisions to the fair value adjustments are in respect of:
(i) an increase in the carrying value of publishing rights and titles to
reflect the directors' valuation of these assets at acquisition;
(ii) professional independent valuations of plant and machinery on a value to
the business basis as at the date of acquisition;
(iii) the write off of items of slow moving stock, irrecoverable debtor balances
and independent market valuations of assets for resale;
(iv) future potential costs in relation to potential libel claims; and
(v) future costs related to occupied, let and vacant properties and deferred
tax.
9. Issue of Annual Report and Accounts and Annual Review and Summary
Financial Statement
The 2000 Annual Review and Summary Financial Statement will be posted to
shareholders on 28 March 2001. Copies may be obtained after 3 April 2001
from the Company Secretary, Trinity Mirror plc at One Canada Square,
Canary Wharf, London, E14 5AP. The Annual Report and Accounts will also
be posted on 28 March 2001 to those shareholders who have requested a
copy. Copies of the 2000 Annual Report and Accounts may also be obtained
from the Company Secretary after 3 April 2001.
10. The financial information set out above does not constitute the Company's
statutory accounts for the periods ended 2 January 2000 or 31 December
2000, but is derived from those accounts. Statutory accounts for 1999 have
been delivered to the Registrar of Companies and those for the period ended
31 December 2000 will be delivered following the Company's Annual General
Meeting. The auditors have reported on those accounts; their reports were
unqualified and did not contain statements under section 237(2) or (3) of
the Companies Act 1985.
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Obtains access to the information in a personal capacity;
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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