Final Results - Part 2
Reed International PLC
22 February 2001
PART 2
COMBINED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2000
2000 1999 2000 1999
Note £m £m Euro m Euro m
Turnover
Including share of turnover of joint ventures 3,836 3,464 6,291 5,265
Less: share of turnover of joint ventures (68) (74) (111) (112)
3 3,768 3,390 6,180 5,153
Continuing operations before acquisitions 3,589 3,390 5,886 5,153
Acquisitions 179 - 294 -
Cost of sales (1,332) (2,185)
(1,801)
(1,185)
Gross profit 2,436 2,205 3,995 3,352
Operating expenses (2,028) (3,672)
(3,083)
(2,239)
Before amortisation and exceptional items (1,659)(1,420) (2,721)
(2,159)
Amortisation of goodwill and intangible (465) (369) (762) (561)
assets
Exceptional items 4 (115) (239) (189) (363)
Operating profit (before joint ventures) 197 177 323 269
Continuing operations before acquisitions 282 177 462 269
Acquisitions (85) - (139) -
Share of operating profit of joint ventures 13 3 21 5
Operating profit including joint ventures 210 180 344 274
Non operating exceptional items 4
Net profit on sale of fixed asset investments 85 7 140 11
and businesses
Profit on ordinary activities before interest 295 187 484 285
Net interest expense (103) (82) (169) (125)
Profit on ordinary activities before taxation 192 105 315 160
Tax on profit on ordinary activities (159) (167) (261) (254)
Profit/(loss) on ordinary activities after 33 (62) 54 (94)
taxation
Minority interests - (1) - (1)
Profit/(loss) attributable to parent 33 (63) 54 (95)
companies' shareholders
Equity dividends paid and proposed (245) (234) (402) (356)
Retained loss taken to combined reserves (212) (297) (348) (451)
ADJUSTED FIGURES 2000 1999 2000 1999
Note £m £m Euro m Euro m
Adjusted operating profit 5 793 792 1,301 1,204
Adjusted profit before tax 5 690 710 1,132 1,079
Adjusted profit attributable to parent 5 511 527 838 801
companies' shareholders
Adjusted figures, which exclude the amortisation of goodwill and intangible
assets, exceptional items and related tax effects, and are presented as
additional performance measures.
Combined cash flow statement
FOR THE YEAR ENDED 31 DECEMBER 2000
2000 1999 2000 1999
Note £m £m Euro m Euro m
Net cash inflow from operating activities before 6 907 898 1,487 1,365
exceptional items
Payments relating to exceptional items charged to 6 (94) (138) (154) (210)
operating profit
Net cash inflow from operating activities 813 760 1,333 1,155
Dividends received from joint ventures 6 4 10 6
Interest received 20 33 33 50
Interest paid (124) (114) (204) (173)
Returns on investments and servicing of finance (104) (81) (171) (123)
Taxation (including £31m/Euro51m (1999 £74m/Euro (110) (99) (180) (150)
112m) exceptional inflow)
Purchase of tangible fixed assets (141) (137) (231) (208)
Proceeds from sale of tangible fixed assets 3 15 5 23
Capital expenditure (138) (122) (226) (185)
Acquisitions (914) (167)(1,499)(254)
Exceptional net proceeds from sale of fixed asset
investments and businesses 153 3 251 5
Acquisitions and disposals (761) (164)(1,248)(249)
Equity dividends paid to the shareholders of the (196) (339) (321)(515)
parent companies
Cash outflow before changes in short term (490) (41) (803) (61)
investments and financing
(Increase)/decrease in short term investments (1,137) 297 (1,865) 451
Financing 1,634 (197) 2,679 (300)
Increase in cash 7 59 11 90
Short term investments include deposits of under one year if the maturity or
notice period exceeds 24 hours, commercial paper investments and interest
bearing securities that can be realised without significant loss at short
notice.
ADJUSTED FIGURES
2000 1999 2000 1999
Note £m £m Euro m Euro m
Adjusted operating cash flow 5 775 780 1,271 1,186
Adjusted operating cash flow conversion 98% 98% 98% 98%
Reed Elsevier businesses focus on adjusted operating cash flow as the key cash
flow measure. Adjusted operating cash flow is measured after dividends from
joint ventures, tangible fixed asset spend and proceeds from the sale of fixed
assets but before exceptional payments and proceeds. Adjusted operating cash
flow conversion expresses adjusted operating cash flow as a percentage of
adjusted operating profit.
COMBINED BALANCE SHEET
AS AT 31 DECEMBER 2000
2000 1999 2000 1999
£m £m Euro m Euro m
Fixed assets
Goodwill and intangible assets 4,127 3,400 6,644 5,474
Tangible assets 416 386 670 622
Investments 153 119 247 192
4,696 3,905 7,561 6,288
Current assets
Stocks 114 113 184 183
Debtors - amounts falling due within one year 860 666 1,385 1,072
Debtors - amounts falling due after more than 164 148 264 238
one year
Cash and short term investments 1,594 440 2,566 708
2,732 1,367 4,399 2,201
Creditors: amounts falling due within one year (3,379) (2,676) (5,441) (4,308)
Net current liabilities (647) (1,309) (1,042) (2,107)
Total assets less current liabilities 4,049 2,596 6,519 4,181
Creditors: amounts falling due after more than (873) (620) (1,406) (998)
one year
Provisions for liabilities and charges (128) (113) (206) (182)
Minority interests (7) (8) (11) (14)
Net assets 3,041 1,855 4,896 2,987
Capital and reserves
Combined share capitals 185 168 298 270
Combined share premium accounts 1,621 341 2,610 549
Combined reserves 1,235 1,346 1,988 2,168
Combined shareholders' funds 3,041 1,855 4,896 2,987
Net borrowings 433 1,066 697 1,717
Approved by the Boards of Reed International P.L.C. and Elsevier NV, 21
February 2001
Combined statement of total recognised gains and losses
FOR THE YEAR ENDED 31 DECEMBER 2000
2000 1999 2000 1999
£m £m Euro m Euro m
Profit/(loss) attributable to parent companies' 33 (63) 54 (95)
shareholders
Exchange translation differences 113 17 150 405
Total recognised gains and losses for the year 146 (46) 204 310
Combined shareholders' funds reconciliation
FOR THE YEAR ENDED 31 DECEMBER 2000
2000 1999 2000 1999
£m £m Euro m Euro m
Profit/(loss) attributable to parent companies' 33 (63) 54 (95)
shareholders
Equity dividends paid and proposed (245) (234) (402)(356)
Issue of ordinary shares, net of expenses and less 1,285 5 2,107 8
capital redemptions
Exchange translation differences 113 17 150 405
Net increase/(decrease) in combined shareholders' funds 1,186 (275)1,909 (38)
Combined shareholders' funds at 1 January 1,855 2,130 2,987 3,025
Combined shareholders' funds at 31 December 3,041 1,855 4,896 2,987
COMBINED FINANCIAL STATEMENTS
NOTES TO THE COMBINED FINANCIAL STATEMENTS
1 Basis of preparation
The Reed Elsevier combined financial statements encompass the businesses of
Reed Elsevier plc and Elsevier Reed Finance BV and their respective
subsidiaries, joint ventures and associates, together with the parent
companies, Reed International and Elsevier. Financial information is presented
in both sterling and euros.
2 Exchange rates
Profit & loss Balance sheet
2000 1999 2000 1999
Euros to sterling 1.64 1.52 1.61 1.61
US dollars to sterling 1.51 1.62 1.49 1.62
Euros to US dollars 1.09 0.94 1.08 0.99
3 Segment analysis
Turnover Adjusted operating Turnover Adjusted operating
profit profit
2000 1999 2000 1999 2000 1999 2000 1999
£m £m £m £m Eurom Eurom Eurom Eurom
Geographical
origin
North 2,098 1,836 335 359 3,441 2,791 549 547
America
United 734 698 191 191 1,204 1,061 313 290
Kingdom
The 399 391 136 135 654 594 223 205
Netherlands
Rest of 356 307 102 87 584 467 167 132
Europe
Rest of 181 158 29 20 297 240 49 30
World
Total 3,768 3,390 793 792 6,180 5,153 1,301 1,204
2000 1999 2000 1999
£m £m Eurom Eurom
Geographical
market
North 2,152 1,906 3,529 2,898
America
United 521 484 855 736
Kingdom
The 234 237 384 360
Netherlands
Rest of 478 418 784 635
Europe
Rest of 383 345 628 524
World
Total 3,768 3,390 6,180 5,153
4 Exceptional items
2000 1999 2000 1999
£m £m Eurom Eurom
Reorganisation costs (77) (161) (126) (244)
Acquisition related costs (38) (28) (63) (43)
Year 2000 compliance costs - (50) - (76)
Charged to operating profit (115) (239) (189) (363)
Net profit on sale of fixed asset investments and 85 7 140 11
businesses
Total exceptional charge (30) (232) (49) (352)
Net tax credit 20 15 33 23
5 Adjusted figures
Adjusted profit and cash flow figures are used by the Reed Elsevier businesses
as additional performance measures. These exclude the amortisation of goodwill
and intangible assets, exceptional items and related tax effects, and are
derived as follows:
2000 1999 2000 1999
£m £m Euro m Euro m
Operating profit including joint ventures 210 180 344 274
Adjustments:
Amortisation of goodwill and intangible assets 468 373 768 567
Exceptional items 115 239 189 363
Adjusted operating profit 793 792 1,301 1,204
Profit before tax 192 105 315 160
Adjustments:
Amortisation of goodwill and intangible assets 468 373 768 567
Exceptional items 30 232 49 352
Adjusted profit before tax 690 710 1,132 1,079
Profit/(loss) attributable to parent companies' 33 (63) 54 (95)
shareholders
Adjustments:
Amortisation of goodwill and intangible assets 468 373 768 567
Exceptional items 10 217 16 329
Adjusted profit attributable to parent companies' 511 527 838 801
shareholders
Net cash inflow from operating activities 813 760 1,333 1,155
Dividends received from joint ventures 6 4 10 6
Purchase of tangible fixed assets (141) (137) (231) (208)
Proceeds from sale of fixed assets 3 15 5 23
Payments in relation to exceptional items charged to 94 138 154 210
operating profit
Adjusted operating cash flow 775 780 1,271 1,186
6. Reconciliation of net cash inflow from operating activities
2000 1999 2000 1999
£m £m Euro m Euro m
Operating profit (before joint ventures) 197 177 323 269
Exceptional charges to operating profit 115 239 189 363
Operating profit before exceptional items 312 416 512 632
Amortisation of goodwill and intangible assets 465 369 762 561
Depreciation 118 117 194 178
Net SSAP24 pension credit (1) (3) (2) (5)
Total non cash items 582 483 954 734
Increase in stocks (3) (9) (5) (14)
Increase in debtors (110) (8) (181) (12)
Increase in creditors 126 16 207 25
Movement in working capital 13 (1) 21 (1)
Net cash inflow from operating activities before 907 898 1,487 1,365
exceptional items
Payments relating to exceptional items charged to (94) (138) (154) (210)
operating profit
Net cash inflow from operating activities 813 760 1,333 1,155
7 Reconciliation of net borrowings
2000 1999 2000 1999
£m £m Euro m Euro m
Net borrowings at 1 January (1,066) (962) (1,717) (1,366)
Increase in cash 7 59 11 90
Increase/(decrease) in short term investments 1,137 (297) 1,865 (451)
(Increase)/decrease in borrowings (347) 202 (569) 308
Change in net borrowings resulting from cash 797 (36) 1,307 (53)
flows
Loans in acquired business (48) - (79) -
Inception of finance leases (3) (11) (5) (17)
Exchange translation differences (113) (57) (203) (281)
Net borrowings at 31 December (433) (1,066) (697) (1,717)
REED INTERNATIONAL P.L.C.
SUMMARY FINANCIAL INFORMATION
Basis of preparation
The results for the year ended 31 December 2000 reflect the 52.9% economic
interest of Reed International's shareholders in the Reed Elsevier combined
businesses, after taking account of results arising in Reed International and
its subsidiary undertakings. These interests have been accounted for on an
equity basis. Adjusted figures, which exclude the amortisation of goodwill
and intangible assets, exceptional items and related tax effects, are
presented as additional performance measures.
Summary consolidated profit and loss account
FOR THE YEAR ENDED 31 DECEMBER 2000 2000 1999
£m £m
Share in combined turnover 1,994 1,793
Share of combined adjusted profit before tax 365 376
Share of amortisation (248) (197)
Share of exceptional items before tax (15) (122)
Elsevier's share of UK tax credit on distributed earnings (6) (6)
Profit on ordinary activities before taxation 96 51
Tax on profit on ordinary activities (85) (90)
Profit/(loss) attributable to ordinary shareholders 11 (39)
Equity dividends paid and proposed (123) (116)
Retained loss taken to reserves (112) (155)
Basic earnings/(loss) per share 1.0p (3.4)p
Diluted earnings/(loss) per share 1.0p (3.4)p
Adjusted earnings per share 23.3p 24.4p
Adjusted earnings per share is based upon the Reed International's
shareholders' 52.9% share of the adjusted profit attributable of the Reed
Elsevier combined businesses. Tax on profit on ordinary activities includes £
83m (1999 £95m) in respect of joint ventures.
Dividends
The directors of Reed International have proposed a final dividend of 6.9p per
ordinary share (1999 5.4p) which when added to the interim dividend already
paid of 3.1p per ordinary share (1999 4.6p), amounts to a total 2000 dividend
of 10.0p per ordinary share (1999 10.0p). The Reed International final
dividend will be paid on 14 May 2001, with an ex-dividend and record date of
18 April and 20 April 2001, respectively Dividends paid to Reed International
and Elsevier shareholders are equalised at the gross level inclusive of the UK
tax credit received by certain Reed International shareholders. The
equalisation adjustment equalises the benefit of the tax credit between the
two sets of shareholders in accordance with the equalisation agreement.
Summary consolidated cashflow statement
2000 1999
FOR THE YEAR ENDED 31 DECEMBER 2000 £m £m
Net cash outflow from operating activities (1) (2)
Dividends received from Reed Elsevier plc 97 172
Equity dividends paid (98) (173)
(Increase)/decrease in short term investments (431) 2
Financing (including issue of ordinary shares £709m (1999 £nil)) 430 (9)
Other cash flows 3 10
Change in net cash - -
Summary consolidated balance sheet
2000 1999
AS AT 31 DECEMBER 2000 £m £m
Fixed asset investment in joint ventures 801 857
Net current assets 844 160
Creditors: amounts falling due after more than one year (36) (36)
Net assets 1,609 981
Net current assets includes short term investments of £431m (1999 £nil) and
amounts owed by Reed Elsevier plc group of £512m (1999 £233m).
On 5 December 2000, the company issued 113,700,000 new 12.5 pence ordinary
shares at 625 pence each following a joint international offering by Reed
International and Elsevier. The purpose of the offering was to finance the
proposed acquisition by Reed Elsevier of the Scientific, Technical and Medical
business and the Schools Education and Testing business of Harcourt General,
Inc. The aggregate nominal value of the shares issued was £14.2m and the
total net proceeds were £694m.
The financial information set out above has been abridged from the financial
statements for the year ended 31 December 2000, which have been audited by
Deloitte & Touche, and will be filed with the UK Registrar of Companies
following the Annual General Meeting. The audit report was unqualified and
did not contain statements under S237(2) or (3) Companies Act 1985.
ELSEVIER NV
SUMMARY FINANCIAL INFORMATION
Basis of preparation
The results for the year ended 31 December 2000 reflect the 50% economic
interest of Elsevier's shareholders in the Reed Elsevier combined businesses,
which is accounted for on an equity basis. Adjusted figures, which exclude
the amortisation of goodwill and intangible assets, exceptional items and
related tax effects, are presented as additional performance measures.
Summary profit and loss account
FOR THE YEAR ENDED 31 DECEMBER 2000 2000 1999
Euro m Euro m
Share of combined turnover 3,091 2,577
Share of combined adjusted profit before tax 566 540
Share of amortisation (384) (284)
Share of exceptional items before tax (25) (176)
Taxation (130) (128)
Profit/(loss) attributable to shareholders 27 (48)
Allocation of profit/(loss)
Equity dividends paid and proposed 200 179
Transfer from reserves (173) (227)
Profit/(loss) attributable to shareholders 27 (48)
Adjusted earnings per share (in euros) 0.59 0.57
Adjusted earnings per share is based upon the Elsevier shareholders' 50% share
of the adjusted profit attributable of the Reed Elsevier combined businesses.
Dividends
The directors of Elsevier have proposed a final dividend of Euro0.19 per
ordinary share (1999 Euro0.15), which when added to the interim dividend
already paid of Euro0.09 per ordinary share (1999 Euro0.12), amounts to a
total 2000 dividend of Euro0.28 per ordinary share (1999 Euro0.27), an
increase of 4%. The Elsevier final dividend will be paid on 14 May 2001, with
an ex-dividend date of 18 April 2001. Dividends paid to Reed International
and Elsevier shareholders are equalised at the gross level inclusive of the UK
tax credit received by certain Reed International shareholders.
Summary cash flow statement
2000 1999
FOR THE YEAR ENDED 31 DECEMBER 2000 Euro m Euro m
Net cash outflow from operating activities (2) (5)
Dividends received from joint ventures 623 254
Equity dividends paid (160) (255)
Increase in short term investments (952) (2)
Investment in joint venture (533) -
Financing (including issue of ordinary shares Euro956m (1999 Euro 1,016 5
8m))
Other cash flows 8 3
Change in net cash - -
Summary balance sheet
2000 1999
AS AT 31 DECEMBER 2000 Euro m Euro m
Fixed assets 1,674 1,559
Net current assets/(liabilities) 822 (22)
Creditors: amounts falling due after more than one year (6) (8)
Provisions (42) (36)
Net assets 2,448 1,493
Net current assets includes short term investments of Euro971m (1999 Euro19m).
On 5 December 2000, the company issued 66,255,000 new Euro0.06 ordinary shares
at Euro14.50 each following a joint international offering by Reed
International and Elsevier. The purpose of the offering was to finance the
proposed acquisition by Reed Elsevier of the Scientific, Technical and Medical
business and the Schools Education and Testing business of Harcourt General,
Inc. The aggregate nominal value of the shares issued was Euro4.0m and the
total net proceeds were Euro933m.
The financial information in respect of the year ended 31 December 2000 has
been extracted from the stutory accounts of Elsevier which have been audited
by Deloitte & Touche.
ADDITIONAL INFORMATION FOR US INVESTORS
REED ELSEVIER SUMMARY COMBINED FINANCIAL INFORMATION UNDER US GAAP
SUMMARY OF PRINCIPAL differences between UK and Dutch GAAP and US GAAP
Basis of preparation
The combined financial statements for Reed Elsevier are prepared in accordance
with UK and Dutch GAAP, which differ in certain significant respects from US
GAAP. The principal differences relate to the US GAAP requirements in respect
of the capitalisation and amortisation of goodwill and other intangible assets
and deferred taxes. A more complete explanation of accounting policies used by
the combined businesses and the differences between UK and Dutch GAAP and US
GAAP will be set out in the 2000 Reed Elsevier Annual Report and Reed Elsevier
Annual Report on Form 20-F.
Net income
FOR THE YEAR ENDED 31 DECEMBER 2000 2000 1999 2000 1999
£m £m Euro m Euro m
Net income/(loss) under UK and Dutch GAAP 33 (63) 54 (95)
US GAAP adjustments:
Amortisation of goodwill and other intangible (78) (83) (128) (126)
assets
Deferred taxation 85 67 139 101
Pensions 22 6 36 9
Other items (2) - (3) -
Net income/ (loss) under US GAAP 60 (73) 98 (111)
Combined shareholders' funds
As at 31 December 2000 2000 1999 2000 1999
£m £m Euro m Euro m
Combined shareholders' funds under UK and Dutch GAAP 3,041 1,855 4,896 2,987
US GAAP adjustments:
Goodwill and other intangible assets 604 553 973 890
Deferred taxation (203) (180) (327) (290)
Pensions 86 63 138 102
Other items 2 5 3 8
Ordinary dividends not declared in the period 177 127 285 204
Combined shareholders' funds under US GAAP 3,707 2,423 5,968 3,901
Both Reed International ('RUK', CUSIP No. 758212872) and Elsevier ('ENL',
CUSIP No. 290259100) have American Depositary Shares (ADSs) listed on the New
York Stock Exchange (Depositary: Citibank NA). An ADS in Elsevier represents
two ordinary shares in Elsevier, while a Reed International ADS represents
four ordinary shares in Reed International. Final dividends on Reed
International and Elsevier ADSs will be paid on 21 May 2001.
NOTES FOR EDITORS
Reed Elsevier is a world leading publisher and information provider and its
principal operations are in North America and Europe. Its two parent companies
- Reed International P.L.C. ('Reed International') and Elsevier NV ('
Elsevier') - are listed on the Amsterdam, London and New York Stock Exchanges
and the returns to their respective shareholders are equalised in terms of
dividend and capital rights. 'Reed Elsevier' and 'the combined businesses'
comprise Reed International and Elsevier plus their two jointly owned
companies, Reed Elsevier plc and Elsevier Reed Finance BV and their respective
subsidiaries and joint ventures.
The Reed Elsevier Annual Review 2000 and Reed International P.L.C. 2000 Report
and Accounts are being posted to Reed International shareholders on 10 March
2001. Copies of the Reed Elsevier Annual Review 2000 and Elsevier NV Annual
Report 2000 will be available to shareholders in Elsevier on request. Copies
of the Preliminary Statement are available to the public from the respective
companies:
Reed International P.L.C. Elsevier NV
25 Victoria Street Van de Sande Bakhuyzenstraat 4
London SW1H 0EX 1061 AG, Amsterdam
UK The Netherlands
Copies of all recent announcements, including this Preliminary Statement, and
additional information
on Reed Elsevier can be found on the Reed Elsevier Home Page on the World Wide
Web:
http://www.reedelsevier.com