Interim Results

SMG PLC 10 September 2002 SMG plc Interim Results Six Months Ended 30 June 2002 * Interim results in line with expectations * All SMG businesses remain profitable and cash generative * Continued market share gains across the Group * Sale of newspapers and magazines businesses initiated KEY FINANCIALS * Total turnover * - £130.7m (2001: £139.7m) * EBITDA * - £31.3m (2001: £34.4m)** * Total operating profit * - £26.4m (2001: £29.9m)** * Profit before tax * - £11.5m (2001: £20.0m) * Earnings per share * - 2.7 p (2001: 4.7 p) * Dividend per share - Deferred (2001: 1.5 p) * Excluding online activities and goodwill amortisation ** Re-stated to include FRS17 costs These results reflect the strength of SMG's businesses in the continued difficult trading environment. Profit before tax reduced by £8.5m to £11.5m, with £4m of the fall as a result of the decline in ITV advertising and reduced network programme commissions; £2.5m was the impact of the increased cost of the Group's borrowings; and £2m reflected the additional pension charge from the introduction of accounting standard FRS17. In light of the decision to initiate the sale of the Group's Publishing Division, the Board has deferred a decision on an interim dividend for 2002. Andrew Flanagan, Chief Executive of SMG, said: 'In difficult trading conditions, the Group is performing robustly and all our businesses are profitable. We are well-prepared for the advertising upturn when it comes. The sale of our Publishing Division, will provide us with the flexibility, both financial and regulatory, to pursue our cross media strategy, building national positions in the faster growing media sectors. 'As we enter this period of great opportunity for UK media companies, we are determined that SMG will be well-positioned to take full advantage of all the possibilities for further development that the forthcoming months are set to present.' For further information contact: SMG Andrew Flanagan, Chief Executive Tel: 020 7882 1199 George Watt, Group Finance Director Callum Spreng, Corporate Affairs Director Brunswick James Hogan Tel: 020 7404 5959 Ben Brewerton There will be a presentation to analysts at 9.00am today at the Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED. SMG plc 2002 Interim Results Chairman's Statement OVERVIEW SMG has experienced a challenging, but productive first six months of 2002 as the advertising downturn, that has affected the entire media industry, continued. In the first quarter we experienced muted declines but since then we have seen stable and improving performances across all our businesses. In the context of these difficult trading conditions, our businesses continue to perform well and in most instances have successfully increased market share. We have further trimmed our cost base to protect margins and all our businesses remain profitable and cash generative. With the prolongation of the advertising downturn and the emergence of the detail of the forthcoming Communications Act, we have actively considered the long-term options open to the Group. We remain committed to a cross media approach and this proposition has seen an increasing level of interest from major advertisers. It is also clear that cross media works most effectively where there is commonality, both of advertisers and geographic coverage. With the exception of our newspapers, all of SMG's media assets - in television, radio, cinema and outdoor - attract predominantly national advertising as the geographic footprint of these businesses is also national, albeit in the case of Television as part of the wider entity, ITV. However, our newspaper business is less attractive to such major advertisers, offering principally regional coverage in west central Scotland, and is substantially reliant on classified advertising. We are also committed to concentrating the Group's development on the faster growth areas of UK media. The forthcoming Communications Act promises to open up opportunities to create substantial cross media groups. Upon implementation of the Act, and in pursuit of the strategy outlined above, it is important that we have sufficient flexibility - fiscal and regulatory - to capitalise on the opportunities that the new Act promises to deliver. In order to pursue such opportunities we recognise that not only is it appropriate to focus the Group on its national media businesses but that the Group's balance sheet also requires to be strengthened. Furthermore, it is clear to us that the new legislation is likely to tighten media ownership regulation at a local level with inevitable emphasis on radio and newspapers. We have concluded, therefore, to pursue the sale of the Group's newspapers - The Herald, Sunday Herald and Evening Times - and our magazines business. Having received a number of unsolicited approaches, we are confident that the level of interest from potential purchasers is high, and in announcing this decision today, we expect to have completed the sale, and, if necessary, regulatory clearance, ahead of the implementation of the new Communications Act in 2003. Group turnover (excluding online activities) across the first six months was down 6% at £130.7m (2001: £139.7m) primarily due to reduced advertising and lower programme commissions. These factors, combined with increased licence fees, additional interest and other charges related to our debt restructuring and the impact of FRS17, resulted in lower pre-tax profits (excluding online activities and goodwill amortisation) at £11.5m (2001: £20.0m). Earnings per share (excluding online activities and goodwill amortisation) were 2.7 pence (2001: 4.7 pence). In view of the decision to initiate the sale process for our Publishing business, and its financial significance, the Board has decided to defer the decision on an interim dividend (2001: 1.5 pence). This decision will be reviewed once the outcome of the sale process is more clear. However, it remains the policy of the Board to retain the Group's dividend cover to within a range of 2.5 - 3.0 times. TELEVISION The advertising climate for commercial television in the UK, and ITV in particular, has been well documented. The World Cup, although welcome and confirming advertisers' confidence in ITV's ability to deliver mass audiences, could not fully offset the continued year on year revenue falls in the early part of 2002. Airtime revenues for our broadcasting business fell by 5%, with a 10% fall in the first quarter and modest growth in the second. As a consequence of this, together with increased licence fees, and reduced commissions at our network production business, Television operating profits reduced to £8.6m (2001: £12.9m). Although airtime sales fell by 5% this contrasted with a 6% drop for ITV as a whole resulting in further improvement in our NAR (Net Advertising Revenues) share to 6.12% (2001: 6.07%). This performance was underpinned by our regional airtime sales, which continued to be strong, with growth of 7%, emphasising the resilience of the local advertising market in Scotland and the continued popularity of the micro advertising regions available to Scottish advertisers. A substantial majority of ITV's advertising revenues are generated in peak-time and the channel remains the most popular in the UK in this part of the day by a considerable margin. Despite the continued encroachment of multichannel television and the increasingly populist programming policy of the BBC, Scottish and Grampian, with a peak time audience share of 31.4%, once again displayed a significant lead over their nearest rival, BBC1 Scotland. We anticipate that the increased investment in the ITV network schedule, and a sharper focus at the Network Centre on the principal ITV channel, will ensure that ITV retains its market leading position for the foreseeable future. Our Television management continues to focus closely on costs and is exploring a number of initiatives in this area. The new ITV Charter for the Nations and Regions, will improve the service for viewers and will also result in reduced regional programming costs. A move of Grampian TV studios to a new site in Aberdeen - currently the subject of a detailed feasibility study - would provide further efficiency improvements. Our network programming business, SMG TV Productions, continues to benefit from a number of high profile commissions. However in 2002, with tight budgets across all broadcasters, sales will be down on the prior year and will be weighted towards the second half of the year. These will include dramas such as Taggart and Goodbye Mr Chips and a six-part follow-up to the popular Club Reps documentary series entitled The Workers. With a strengthened and streamlined creative team, and increased investment in programme budgets by ITV and other commercial channels, we anticipate an improved performance for this business next year. PUBLISHING Operating profits in Publishing increased by 6% to £8.5m (2001: £8.0m) as improved efficiencies and the headcount reduction introduced at the end of 2001, coupled with lower newsprint prices, fed through. Although newspaper advertising revenues saw slight decline over the period, the strength of the second quarter, largely mitigated the effects of the first three months of the year. The national display sector experienced revenue growth and the entertainment sector was particularly strong. However, in recruitment advertising the proportion of public sector jobs increased during the period resulting in lower yields but, while recording a drop in revenue, we outperformed our national newspaper rivals by a considerable margin. Meanwhile the strength of the housing market in west central Scotland served to hold back property advertising volumes as advertisers required less exposure in order to secure sales. The Herald and Evening Times' circulation performed in line with the market over the period with small declines. However cover price increases on both The Herald and the Sunday Herald increased circulation revenues by 2% overall. The Sunday Herald, launched in 1999, further increased its circulation and grew its advertising market share significantly. New initiatives, such as the launch at Easter of a separate property section, have ensured that it maintains its profile both with advertisers and a growing readership. Our new printing facilities in Glasgow were completed on budget and on schedule and all production had been transferred to the new facility by the end of June. In addition to providing increased capacity and production improvements, this has provided the opportunity to reduce headcount and cost in our printing facility. The eradication of Foot and Mouth Disease saw our largest magazine, Scottish Farmer, return to robust health and this, combined with the benefits of our Orpheus Magazines acquisition in 2001, resulted in strong increases in both turnover and profits for the magazines business. RADIO Our Radio Division consists of the national commercial rock station, Virgin Radio, and whilst its reliance on national advertising revenues saw turnover fall by 7% to £13.6m (2001: £14.6m), it held operating profit at £6.0m (2001: £6.0m) as earlier cost reductions came into effect. This increased its operating margin to an industry-leading 44%, emphasising its position as the UK's most profitable radio station. Virgin Radio has returned variable RAJAR audience listening figures in recent years and the first half of 2002 has been no exception. However, with a stable schedule and popular propositions such as its 'no repeat 9-5 work day', Virgin Radio has effectively maintained its strong position as the UK's only national station based on a rock music format. The receipt of a coveted Gold Sony Award by the station's popular drivetime presenters Pete Mitchell and Geoff Lloyd underlined the station's commitment to high quality, popular radio broadcasting specifically aimed at its valuable 20-45 year old core audience. OUT OF HOME SMG's Out of Home Division consists of our outdoor and cinema advertising businesses which once again recorded excellent growth during the period. Turnover for the division increased by 27% to £19.9m (2001: £15.7m), largely reflecting the benefits of the UGC cinema advertising contract, which came on stream at the beginning of the year. Operating profit of £3.0m was up 15% (2001: £2.6m). Ongoing investment in the Primesight outdoor panel estate limited profit growth. Primesight increased its six-sheet panel estate to just under 10,000 during the period, while Pearl & Dean's market share grew to 43% as a result of the UGC contract. CORPORATE DEVELOPMENT SMG continues to occupy a strong position within the UK media landscape and the Group's assets are profitable, attractive and valuable and have therefore been the subject of considerable speculation in recent months, much of which has been inaccurate. Considerable progress has now been made by legislators on the development of the Communications Bill and, while we await its fine detail following the latest period of consultation, we are confident that the Government's deregulatory intent will be evident in its final draft. However, we have become concerned that, while against the spirit of the Bill as a whole, there is a desire to tighten media ownership regulations at a local level and this, in part, has contributed to our decision to dispose of our Publishing assets. For some time, and as outlined earlier in this statement, we have set out the Group's strategy of developing our cross media approach through building national businesses and focusing the Group's expansion on the faster growing media sectors. Our publishing business, which consists principally of regional newspapers, is focused primarily on local advertising revenues and does not offer advertisers national coverage. In addition, widespread consolidation within the newspaper sector has resulted in scale becoming an increasingly important feature of the most successful newspaper businesses. Having received a number of approaches from potentially interested parties, we are satisfied that we will attract significant interest from a range of high quality bidders, particularly as local advertising revenues have proven to be most resilient during the advertising downturn. We have invested continuously in these businesses, as a result of which not only are they amongst the best newspapers in Scotland, with reputations second to none, but they enjoy state of the art facilities from which to publish and print. Furthermore, while we have developed these publications significantly during our ownership, we believe their future prosperity is best assured as part of a larger newspaper group. PROSPECTS The current advertising market is stable, with pockets of growth in some of the brighter spots, but insufficient evidence at this stage of a sustained advertising upturn. ITV is still growing, building on five consecutive months of year-on-year growth with October revenues up 10% on last year. In newspapers, recruitment is beginning to recover, but property remains difficult as sellers continue to experience fast sales. Radio, after a poor July, bounced back in August and we expect to see growth in September, while Out of Home continues to build on its strong first half performance. Overall, we expect to see a modest improvement in trading for the Group as a whole in the third quarter of 2002, with further progress anticipated through the fourth quarter. Meanwhile, we continue to focus on cost reduction where this is feasible, and on a satisfactory conclusion to the sale of our Publishing business announced today. Don Cruickshank Chairman SMG plc 10 September 2002 Consolidated profit and loss account for the six months ended 30 June 2002 Excluding online costs, Total including online costs, exceptionals and FRS10 exceptionals and FRS10 Restated Restated Audited 6 months 6 months 6 months 6 months full year 2002 2001 2002 2001 2001 Note £m £m £m £m £m Turnover 2 130.7 139.7 131.1 139.9 280.8 Net operating expenses (106.8) (112.3) (117.8) (123.8) (246.8) Reorganisation costs 3 - - - - (9.0) Writedown of investments 3 - - - - (5.0) ------- ------- ------- ------- ------- Total operating expenses (106.8) (112.3) (117.8) (123.8) (260.8) ------- ------- ------- ------- ------- Group operating profit 23.9 27.4 13.3 16.1 20.0 Share of associates 2.5 2.5 2.5 2.5 (0.8) Writedown of investment in associates 3 - - - - (56.3) Total operating profit/(loss) 2 26.4 29.9 15.8 18.6 (37.1) Net interest payable and similar 3, 4 (14.9) (9.9) (14.9) (9.9) (27.1) charges ------- ------- ------- ------- ------- Profit/(loss) on ordinary activities 11.5 20.0 0.9 8.7 (64.2) before taxation Tax on profit/(loss) on ordinary 5 (3.1) (5.4) (2.8) (5.4) (6.3) activities ------- ------- ------- ------- ------- Profit/(loss) on ordinary activities after 8.4 14.6 (1.9) 3.3 (70.5) taxation Dividends 6 - (4.9) - (4.9) (9.6) ------- ------- ------- ------- ------- Profit/(loss) transferred to reserves 8.4 9.7 (1.9) (1.6) (80.1) ------- ------- ------- ------- ------- Earnings per ordinary share - basic 7 2.7p 4.7p (0.6p) 1.1p (22.5p) ------- ------- ------- ------- ------- - diluted 7 2.8p 4.6p (0.4p) 1.2p (21.3p) ------- ------- ------- ------- ------- Consolidated balance sheet at 30 June 2002 Restated Audited Note 30 June 30 June 31 December 2002 2001 2001 £m £m £m Fixed assets Intangible assets 8 328.5 342.6 336.4 Tangible assets 82.9 62.8 81.0 Investments 9 91.5 156.0 93.3 ------- ------- ------- 502.9 561.4 510.7 ------- ------- ------- Current assets Stock 24.2 25.9 23.5 Debtors and prepayments 68.4 64.8 62.2 ------- ------- ------- 92.6 90.7 85.7 ------- ------- ------- Creditors: amounts falling due within one year Creditors and accrued (49.7) (64.2) (54.5) charges Bank loans and overdrafts (237.5) (197.6) (226.9) Other loans (140.0) - (140.0) Corporation tax (10.5) (12.3) (8.7) Proposed dividend (4.7) (4.9) (4.7) ------- ------- ------- (442.4) (279.0) (434.8) ------- ------- ------- Net current liabilities (349.8) (188.3) (349.1) ------- ------- ------- Total assets less current liabilities 153.1 373.1 161.6 ------- ------- ------- Creditors: amounts falling due after more than one year Creditors and accrued charges (2.2) (2.3) (2.5) Other loans - (140.0) - Convertible unsecured loan stock (22.8) (22.8) (22.8) Secured loan stock (1.0) (4.5) (1.1) ------- ------- ------- (26.0) (169.6) (26.4) ------- ------- ------- Provisions for liabilities and charges 10 (9.7) (4.5) (15.6) ------- ------- ------- Net assets excluding pension (liability)/asset 117.4 199.0 119.6 Pension (liability)/asset (22.0) 7.1 (21.8) ------- ------- ------- Net assets including pension (liability)/asset 95.4 206.1 97.8 ------- ------- ------- Capital and reserves Called up share capital 7.8 7.8 7.8 Share premium account 59.2 57.7 58.5 Shares to be issued - 1.4 1.3 Revaluation reserve 3.1 3.1 3.1 Merger reserve 173.4 173.4 173.4 Profit and loss account (148.1) (37.3) (146.3) ------- ------- ------- Equity shareholders' funds 11 95.4 206.1 97.8 ------- ------- ------- Consolidated cash flow statement for the six months ended 30 June 2002 Audited Note 6 months 6 months Full Year 2002 2001 2001 £m £m £m Operating activities Net cash inflow from continuing operating activities 12 12.0 23.4 43.4 ------- ------- ------- Dividends received from associates and investments 1.7 1.3 1.3 ------- ------- ------- Returns on investments and servicing of finance Interest received 0.2 0.1 0.2 Interest paid (13.7) (9.7) (25.7) Interest paid on finance leases - (0.1) - ------- ------- ------- (13.5) (9.7) (25.5) ------- ------- ------- Taxation UK corporation tax paid (0.4) (7.9) (11.6) ------- ------- ------- Capital expenditure and financial investment Purchase of tangible fixed assets (8.2) (11.2) (32.0) Sale of tangible fixed assets 2.7 1.7 1.7 ------- ------- ------- (5.5) (9.5) (30.3) ------- ------- ------- Acquisitions and disposals Purchase of subsidiary undertakings - (1.9) (2.7) Increased investment in associate undertaking - (46.2) (46.2) ------- ------- ------- - (48.1) (48.9) ------- ------- ------- Equity dividends paid - (14.1) (18.8) ------- ------- ------- Cash outflow before financing (5.7) (64.6) (90.4) ------- ------- ------- Financing Share capital options exercised - 1.8 0.7 Net repayment of loan notes (2.3) (0.1) (1.2) Repayment of principal under finance leases - (0.2) (0.3) ------- ------- ------- (2.3) 1.5 (0.8) ------- ------- ------- Cash outflow in the period (8.0) (63.1) (91.2) ------- ------- ------- Movement in net debt Audited 6 months 6 months Full Year 2002 2001 2001 £m £m £m Opening net debt (393.8) (300.4) (300.4) Cash outflow in the period (8.0) (63.1) (91.2) Issue of loan notes - (2.3) (2.3) Other movements - 0.1 0.1 ------- ------- ------- Closing net debt (401.8) (365.7) (393.8) ------- ------- ------- Notes to the interim statement for the six months ended 30 June 2002 1. Basis of preparation of the interim statement The interim statement, which is unaudited, has been prepared on a basis that is consistent with the accounting policies and practices adopted for the Group for the year ended 31 December 2001. The balance sheet at 31 December 2001 and the results for the year then ended have been extracted from the Group's annual report and financial statements, which have been filed with the Registrar of Companies. The auditors' opinion on the financial statements was unqualified and did not include a statement under section 237(2) or (3) of the Companies Act 1985. Certain prior period amounts have been reclassified to conform to the current year's presentation and the results for the period to 30 June 2001 have been restated to include the impact of the implementation of FRS17 'Retirement Benefits'. 2. Segmental analysis The analysis of the Group's turnover and operating profit by operating division is set out below: Audited 6 months 6 months full year 2002 2001 2001 £m £m £m Turnover Television 58.4 70.3 141.6 Publishing 38.8 39.1 77.4 Radio 13.6 14.6 27.9 Out of Home 19.9 15.7 33.4 ------- ------- ------- 130.7 139.7 280.3 Online 0.4 0.2 0.5 ------- ------- ------- Total turnover 131.1 139.9 280.8 ------- ------- ------- Turnover in the first six months of 2002 includes £2.2m (2001: £0.5m) of revenues from sources outside the UK. The audited full year results for 2001 included £1.7m of revenues from outside the UK. Restated Audited 6 months 6 months full year 2002 2001 2001 £m £m £m Operating profit Television 8.6 12.9 25.4 Publishing 8.5 8.0 14.3 Radio 6.0 6.0 10.5 Out of Home 3.0 2.6 5.2 Associates 2.5 2.5 5.9 Pension costs (2.2) (2.1) (4.1) ------- ------- ------- Headline operating profit 26.4 29.9 57.2 Online (1.0) (0.1) (1.8) Exceptional items (note 3) - - (70.3) Goodwill amortisation (9.6) (11.2) (22.2) ------- ------- ------- Operating profit/(loss) (FRS3) 15.8 18.6 (37.1) ------- ------- ------- Operating profit in the first six months of 2002 includes £1.1m (2001: £0.2m) arising outside the UK. The audited full year results for 2001 included £0.7m of operating profits from outside the UK. FRS17 pension costs are incurred in Television £1.1m (2001: £1.0m), Publishing £0.9m (2001: £0.9m), Radio £0.1m (2001: £0.1m) and Out of Home £0.1m (2001: £0.1m). The audited full year results for 2001 included FRS 17 costs of £2.2m in Television, £1.6m in Publishing, £0.1m in Radio and £0.2m in Out of Home. 3. Exceptional items i) Debt restructuring costs In the second six months of 2001, a provision for exceptional costs amounting to £5.9m was made to cover costs and charges relating to renegotiating debt facility terms with the Group's lenders. ii) Reorganisation costs A provision for exceptional costs amounting to £9.0m was made in the second six months of 2001, £6.0m to cover reorganisation initiatives across the Group and £3.0m to cover reorganisation initiatives in relation to the Publishing division's new printing plant. iii) Writedown of investments Provisions of £5.0m and £56.3m respectively were made in the second six months of 2001 against the investments in Heart of Midlothian plc ('Hearts') and Scottish Radio Holdings plc ('SRH') to reflect their market value at December 2001. 4. Net interest payable and similar charges Restated Audited 6 months 6 months full year 2002 2001 2001 £m £m £m Interest payable: Bank loans and overdrafts 11.9 11.7 23.9 CULS and loan note interest 0.7 0.8 1.6 ------- ------- ------- Group interest payable before penalty interest 12.6 12.5 25.5 Penalty interest margin 2.5 - - ------- ------- ------- Group interest payable 15.1 12.5 25.5 Share of associates 0.1 0.3 0.4 ------- ------- ------- Total interest payable 15.2 12.8 25.9 Interest receivable (0.2) (0.8) (0.5) ------- ------- ------- Net interest payable 15.0 12.0 25.4 Pension finance credit (0.1) (2.1) (4.2) ------- ------- ------- Net interest payable and similar charges excluding exceptional items 14.9 9.9 21.2 Debt restructuring costs (see note 3) - - 5.9 ------- ------- ------- Net interest payable and similar charges 14.9 9.9 27.1 ------- ------- ------- 5. Tax on profit/(loss) on ordinary activities Audited 6 months 6 months full year 2002 2001 2001 £m £m £m The charge for taxation is as follows: Charge for the period at 27.0% (2001: 27.0%) 2.4 4.8 8.1 Share of taxation of associated undertakings 0.7 0.6 1.6 ------- ------- ------- 3.1 5.4 9.7 Tax credit on online costs/exceptional items (0.3) - (3.4) ------- ------- ------- 2.8 5.4 6.3 ------- ------- ------- 6. Dividends Audited 6 months 6 months full year 2002 2001 2001 £m £m £m 2002 interim of nil per share (2001: 1.5p) - 4.9 4.9 2001 final paid of 1.5p per share - - 4.7 ------- ------- ------- - 4.9 9.6 ------- ------- ------- 7. Earnings per share Basic earnings per share (EPS), excluding online costs, exceptional items and the impact of goodwill amortisation under FRS10, is calculated as follows: Audited 6 months 6 months full year 2002 2001 2001 Attributable profit for the financial period (£m) 8.4 14.6 26.3 Weighted average number of shares in issue (m) 313.1 311.5 312.7 Earnings per ordinary share (pence) 2.7 4.7 8.4 ------- ------- ------- Basic EPS, inclusive of online costs, exceptional items and after goodwill amortisation under FRS10, in the six months to 30 June 2002 is (0.6p) (six months to 30 June 2001: 1.1p and audited full year 2001: (22.5p)). Diluted EPS, excluding online costs, exceptional items and the impact of goodwill amortisation under FRS10, is calculated as follows: Audited 6 months 6 months full year 2002 2001 2001 Attributable profit for the financial period (£m) 8.9 15.2 27.4 Weighted average number of shares in issue (m) 324.9 326.6 326.0 Diluted EPS (pence) 2.8 4.6 8.4 ------- ------- ------- Diluted EPS, inclusive of online costs, exceptional items and after goodwill amortisation under FRS10, in the six months to 30 June 2002 is (0.4p) (six months to 30 June 2001: 1.2p and audited full year 2001: (21.3p)). 8. Intangible assets Publishing titles Goodwill Total £m £m £m Cost At 1 January 2002 and 30 June 2002 56.0 312.9 368.9 Amortisation At 1 January 2002 - 32.5 32.5 Charge for the period - 7.9 7.9 ------- ------- ------- At 30 June 2002 - 40.4 40.4 ------- ------- ------- Net book value at 30 June 2002 56.0 272.5 328.5 ------- ------- ------- Net book value at 31 December 2001 56.0 280.4 336.4 ------- ------- ------- Publishing titles comprise the masthead values ascribed to the Group's two principal newspaper titles on acquisition, being The Herald (£50.0m) and the Evening Times (£6.0m). Mastheads are not subject to annual amortisation, but are reviewed annually for any impairment. Goodwill comprises capitalised goodwill on acquisitions completed since 1 January 1998 and is being amortised on a straight-line basis over 20 years. 9. Investments Associated Other undertakings investments Total £m £m £m At 1 January 2002 89.8 3.5 93.3 Share of associated undertakings 1.8 - 1.8 Dividend received from associated undertaking (1.7) - (1.7) Goodwill amortisation (1.7) - (1.7) Loan stock repaid (0.2) - (0.2) ------- ------- ------- At 30 June 2002 88.0 3.5 91.5 ------- ------- ------- The investment in GMTV included above in associated undertakings represents only the loan stock element of £0.3m (2001: £0.5m); the equity accounted losses for GMTV are shown at Note 10. 10. Provisions for liabilities and charges Restated Audited 6 months 6 months full year 2002 2001 2001 £m £m £m Deferred taxation 1.4 0.9 1.4 Equity accounted losses 1.0 1.8 1.3 Other provisions 7.3 1.8 12.9 ------- ------- ------- 9.7 4.5 15.6 ------- ------- ------- Equity accounted losses represents the equity accounted losses on GMTV. 11. Reconciliation of movements in equity shareholders' funds Restated Audited 6 months 6 months full year 2002 2001 2001 £m £m £m (Loss)/profit for the period (1.9) 3.3 (70.5) Dividends - (4.9) (9.6) ------- ------- ------- Retained loss for the period (1.9) (1.6) (80.1) Increase in share premium 0.7 13.2 14.0 Shares issued - 0.1 0.1 Movement in shares to be issued (1.3) (26.4) (26.5) Amount deducted in respect of shares issued to QUEST - - (0.2) Actuarial gains/(losses) 0.1 (4.9) (48.2) Deferred tax thereon - 1.5 14.5 ------- ------- ------- Net movement in shareholders' funds (2.4) (18.1) (126.4) ------- ------- ------- Opening shareholders' funds as previously stated 97.8 225.8 225.8 Prior year adjustment - (1.6) (1.6) ------- ------- ------- Opening shareholders' funds restated 97.8 224.2 224.2 ------- ------- ------- Closing equity shareholders' funds 95.4 206.1 97.8 ------- ------- ------- 12. Reconciliation of operating profit to operating cash flow Restated Audited 6 months 6 months full year 2002 2001 2001 £m £m £m Group operating profit (before online costs, exceptional items and 23.9 27.4 51.3 FRS10) Depreciation and other non-cash items 2.9 3.7 6.4 (Increase)/decrease in stock (0.7) 5.4 7.8 Increase in debtors (6.2) (1.6) (2.3) Decrease in creditors (2.8) (8.2) (12.7) Reorganisation and debt restructuring costs (5.1) (1.1) (3.6) Internet development costs - (2.2) (3.5) ------- ------- ------- Net cash inflow from continuing operations 12.0 23.4 43.4 ------- ------- ------- 13. Financing and post balance sheet events The Group has now finalised legal documentation with its lenders on the renegotiation of the Group's bank debt and 2010 loan note facilities with the new arrangements becoming effective on 18 July 2002. As discussed in the 2001 Annual Report, the restructured facilities provide sufficient treasury headroom for the Group's needs through to 30 June 2003. The Group has undertaken to refinance the bank debt and 2010 loan notes by 30 June 2003 or, if necessary, to make disposals to ensure repayment at that later date. Following the early termination of the Group's 10-year currency and interest rate swap and hedging arrangements related to the Group's former debt and borrowing facilities a £3.7m cash gain was realised due to favourable movements in UK and US interest rates. Also in July 2002, an exchange translation gain of £5.0m arising from favourable foreign exchange rate movements was realised. Both of these items will be treated as exceptional gains in the second half of 2002. An exceptional provision of £5.1m will also be made in the second half in respect of the onerous nature of the back end fee included in the debt restructuring agreement. In addition, a further provision for £3.5m will be made to cover additional costs and charges relating to renegotiating debt facility terms with the Group's lenders and in writing off unamortised costs from the previous facilities. These items will also be recognised in the second half of 2002. 14. Contingent liability The Group has received a legal claim from one of the former shareholders in Ginger Media Group Limited pursuing the final tranche of share-based consideration which would have been payable had all of the related contractual terms been met. The Group will vigorously defend this matter and has submitted a substantial counter-claim. No provision has been made in the financial statements since the directors are of the opinion that the claim can be successfully resisted. 15. Mailing A copy of this statement is being sent to all shareholders on 23 September 2002 and will be available for inspection by members of the public at the Company's registered office at 200 Renfield Street, Glasgow. This information is provided by RNS The company news service from the London Stock Exchange

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