Securities and Exchange Commission
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of August, 2004
Commission File Number 0-15742
UNITED BUSINESS MEDIA PLC
(name of registrant)
Ludgate House
245 Blackfriars Road
London SE1 9UY
United Kingdom
(address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ___X___ Form 40-F _______
-
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
-------
Indicated by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
-------
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Security Exchange Act of 1934:
Yes _______ No ___X___
-
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- _______
UNITED BUSINESS MEDIA PLC
Form 6-K Items
- --------------
1. Press Release dated July 29, 2004 (Part 1).
2. Press Release dated July 29, 2004 (Part 2).
3. Press Release dated July 30, 2004.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNITED BUSINESS MEDAI PLC
Dated: August 3, 2004 By: /s/ Anne C. Siddell
----------------------------------
Name: Anne C. Siddell
Title: Group Company Secretary
ITEM 1
July 29, 2004
UNITED BUSINESS MEDIA PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2004
Continuing Strong Growth
Financial Highlights** for the Six Months ended 30 June 2004
- Turnover Up 10.6 per cent to 380.5m pounds Sterling
(344.0m pounds)
- Operating profit* Up 51.9 per cent to 63.8m pounds (42.0m pounds)
- Operating margin* Up to 16.8 per cent (12.2 per cent)
- Profit before tax* Up 42.9 per cent to 65.0m pounds (45.5m pounds)
- EPS* Up 40.6 per cent to 14.9p (10.6p)
- Dividend Up 10.0 per cent to 3.63p (3.30p)
* Before amortisation of goodwill and intangible assets
** The full statutory results are shown in the attached summary
financial statements
Clive Hollick, Chief Executive of United Business Media, said:
"Good underlying revenue growth in all of our businesses lifted operating
profit by 52 per cent. This revenue growth and the continuing drive for
operating efficiencies has boosted margins to 16.8 per cent -- ahead of our 15
per cent medium term margin target.
"Our strategy of investing in, and acquiring, new products to build the
quality and range of products and the geographic coverage of our key industry
sectors, such as technology, healthcare, media, automotive and property is
paying off. Through our understanding and knowledge of these sectors we are able
to deliver an increasing range of products including publications, trade shows,
conferences on line information and research services.
"Market shares, volumes and yields are up. The performance of businesses
acquired over the last year is ahead of plan and organic investment is
generating top line and profit growth. The recently announced acquisition of
MediMedia healthcare publishing assets, which operate in over 20 countries,
brings healthcare revenues to nearly a quarter of overall group revenues.
Outlook
"Looking ahead, the steady improvement in our revenues is expected to
continue into the second half of 2004. We plan progressively to increase the
level of investment in new products and, with a strong balance sheet and cash
flow, are well placed to continue to acquire businesses that are strategically
compelling and meet our exacting financial criteria. The combination of
increasing revenues and operating efficiencies leaves United well placed to
continue to deliver strong profit growth."
Summary Group Profit & Loss Statement
The profit and loss statement set out below re-presents the group's full
profit and loss account (which is included in the attached financial
information) in order to show more clearly the results from operations excluding
amortisation.
Six Months Ended
30 June
2004 2003
pounds m pounds m %
Group turnover** 380.5 344.0 10.6
Operating profit* 63.8 42.0 51.9
Net interest income 3.2 6.2 (49.1)
Other financial expense (FRS17) (2.0) (2.7) (27.8)
Profit before tax* 65.0 45.5 42.9
Amortisation of goodwill (59.2) (53.3) 11.0
Profit/(loss) before tax 5.8 (7.8) --
Taxation (14.2) (10.0) 42.0
Loss on ordinary activities
after tax (8.4) (17.8) (52.8)
Equity minority interest (0.9) 0.3 --
Loss for the period (9.3) (17.5) (47.1)
Dividends -equity (12.1) (11.0) 10.0
-non-equity (0.2) (0.3) (33.3)
Dividends (12.3) (11.3) 9.0
Retained loss for the period (21.6) (28.8) (25.1)
EPS* (pence) 14.9 10.6
Basic EPS (pence) (2.8) (5.4)
Dividends per share (pence) 3.63 3.30
* Before amortisation of goodwill and intangible assets
** Excluding JVs and associates
CONTENTS
1. Summary of Results
2. Divisional Review
3. Dividend
4. Balance Sheet and Cash Conversion
5. Fixed Asset Investments
6. Tax
1. SUMMARY OF RESULTS
Group Turnover Group Operating Profit
Six months to 30 June Six months to 30 June
(pounds m) (pounds m)
Change Underlying Change Underlying
2004 2003 (%) #(%) 2004 2003 (%) #(%)
CMP Media 98.3 101.8 (3.4) 2.1 11.9 4.9 142.9 316.1
CMP Asia 22.6 14.0 61.4 1.8 6.3 (0.7) - 7.9
CMPi 82.6 58.7 40.7 5.0 16.8 10.7 57.0 1.9
UAP 29.9 29.5 1.4 0.2 6.7 8.9 (24.7) (9.9)
Professional
Media 233.4 204.0 14.4 2.6 41.7 23.8 75.2 34.7
News
Distri-
bution 47.7 48.0 (0.6) 10.9 11.6 8.0 45.0 88.6
Market
Research 99.4 92.0 8.0 4.5 10.5 10.2 2.9 6.0
Total 380.5 344.0 10.6 4.2 63.8 42.0 51.9 36.8
# Underlying:
- adjusted for the estimated effects of acquisitions, foreign exchange,
SARS and biennial events
Underlying revenue was up 4.2 per cent -- after adjusting for the effects
of acquisitions, foreign exchange, SARS and biennials. Group revenue in the
first half of 2004 was increased by 39.0 pounds m of acquisition revenue. The
weakness of the US dollar has a direct translation impact upon consolidation -
with two thirds of UBM revenue reported locally in US dollars, consolidated
turnover was reduced by 27.8m pounds as a result of foreign exchange.
The average rate of $:pounds exchange in H1 2004 was 1.82 (H1 2003: 1.61),
reducing operating profit in H1 2004 by 5 pounds m. A 1 cent movement in the US
dollar against sterling is approximately equivalent to a move in profit of
around 400,000 pounds over the full year.
2. DIVISIONAL REVIEW
Professional Media
Turnover Operating Profit
Six months to Six months to
30 June 30 June
2004 2003 Change 2004 2003 Change
pounds m pounds m % pounds m pounds m %
CMP Media 98.3 101.8 (3.4) 11.9 4.9 142.9
CMP Asia 22.6 14.0 61.4 6.3 (0.7) -
CMPi 82.6 58.7 40.7 16.8 10.7 57.0
UAP 29.9 29.5 1.4 6.7 8.9 (24.7)
Total 233.4 204.0 14.4 41.7 23.8 75.2
Profitability at CMP Media has improved significantly. An underlying 2 per
cent growth in revenue and more than a doubling in operating margins has
resulted in operating profits increasing to 11.9 pounds m (4.9 pounds m).
Underlying technology revenues (over 80 per cent of CMP Media revenues) were
up 2 per cent, all media channels achieved positive revenue growth with online
revenues particularly strong with over 30 per cent growth. Five out of the six
industry sub-sectors achieved positive growth. Technology publishing yields were
up by 3.4 per cent.
Last year's healthcare acquisition (The Oncology Group and Cliggott
Publishing) is fully integrated and delivered a good performance. Total
healthcare revenues were up over 70 per cent. Underlying revenues were down 3
per cent as publishing again achieved strong growth but revenue from the medical
education business (which represents under a quarter of CMP Media's healthcare
business) was reduced as the healthcare companies adapt to new industry
regulations.
Further operating efficiencies were achieved across CMP Media. In addition,
organic investment projects delivered 5.3 pounds m of revenue and 1.7 pounds m
of operating profit.
CMP Asia has continued its strong recovery from the negative effects of
SARS. Profits of 6.3 pounds m reflected improved strength in the established
business and growth from products launched in recent years. This active launch
programme has continued into 2004.
CMP Information has delivered another robust performance. The 2003
acquisitions (including The Builder Group and Barbour Index) are performing
well, with significant cost synergies having been achieved. The success of the
acquisitions helped drive CMPi's margins up again -- to 20.3 per cent (18.2 per
cent). CMPi's continuing businesses also grew -- with underlying revenue up 5.0
per cent. Continuing businesses increased exhibition space, grew yields and --
boosted by new product launches -- gained market share.
UAP's overall revenue performance was in line with H1'03, with a strong
performance from Daltons Weekly and DaltonsBusiness.com, revenue declines from
the Exchange & Mart publication and a strong performance from the Auto Exchange
titles. Margins were down due to the costs of restructuring, new product
investment and promotions.
UBM's acquisition of MediMedia's drug information businesses in continental
Europe and Asia is expected to complete on 30 July 2004.
PR Newswire - News Distribution
Turnover Operating Profit
Six months to Six months to
30 June 30 June
2004 2003 Change 2004 2003 Change
pounds m pounds m % pounds m pounds m %
PR Newswire 47.7 48.0 (0.6) 11.6 8.0 45.0
PR Newswire delivered a strong performance with an 88.6 per cent increase in
underlying operating profit coming from an operating margin of 24.3 per cent
(16.7 per cent) and an underlying 10.9 per cent increase in revenue.
There were three main factors behind PR Newswire's recent achievements:
improvements in core US wire revenues, the increased success of organic product
launches and significant improvements in the profitability of operations outside
of the Americas.
US wire volumes increased by 5.4 per cent with yields up 5.5 per cent. The
two largest US organic products -- video news release and contacts
database products, both grew revenue by over a third. Operations outside the
Americas lost 2.7 pounds m in the second half of 2003 -- improvements in
operating efficiencies contributed to an H1'04 Rest of the World operating loss
of only 0.3 pounds m.
NOP World - Market Research
Turnover Operating Profit
Six month to Six months to
30 June 30 June
2004 2003 Change 2004 2003 Change
pounds m pounds m % pounds m pounds m %
NOP World 99.4 92.0 8.0 10.5 10.2 2.9
Overall NOP World delivered an underlying 4.5 per cent growth in revenue, in
line with the market research industry. The syndicated and continuous businesses
have again grown strongly -- with Mediamark Research and Allison-
Fisher both delivering significant increases in revenue. Generally the ad hoc
and custom businesses are making progress. The healthcare businesses achieved
revenue growth in the first half, however going into the second half of the year
the environment in this sector is challenging and competitive. The recently
acquired Italian business Eurisko is performing well.
3. DIVIDEND
An interim dividend of 3.63 pence (3.30 pence) per share for 2004 will be
paid. This represents a 10.0 per cent increase and is consistent with the 10.0
per cent increase at the interim results stage in 2003. A decision on the
dividend for the full year will be taken in line with our progressive dividend
policy.
The interim dividend will be paid on 21 October to shareholders on the
register on 13 August. The ex-dividend date will be 11 August.
4. BALANCE SHEET AND CASH CONVERSION
Net cash balances at the end of the period were 51.6m pounds, up 5.1m pounds
on the year end. Operating cash conversion was 67.1 per cent of operating profit
- -- lower than H1 2003 due to the higher working capital requirements associated
with higher levels of revenue and increased seasonality following the
acquisitions in 2003. Our target in the current year is to achieve cash
conversion of 90 to 100 per cent over the full year.
5. FIXED ASSET INVESTMENTS
UBM holds investments in five, ITN, SIS, SDN, Paperloop and the Press
Association. Five revenue grew by 11 per cent to 133.6m pounds (121.8m
pounds) and achieved a significantly increased operating profit of 6.2m
pounds(0.7m pounds). Its audience share increased to 6.9 per cent (6.6 per cent)
and its share of advertising revenue increased from 7.8 per cent to 8.0 per
cent.
Income from investments of 3.0m pounds includes dividends received from the
Press Association and ITN.
6. TAX
The effective tax rate in H1 2004 was 21.8 per cent (21.9 per cent).
Notes to Editors:
United Business Media plc (http://www.unitedbusinessmedia.com) is a leading
provider of business information services to the technology, healthcare, media,
automotive, financial services and property industries. UBM offers services in
news distribution, market research, publishing and events to customers across
the globe. Its brands include PR Newswire, the world's leading corporate news
distribution service; NOP World, one of the largest market research groups
globally; and CMP, the B2B media and exhibition group operating in high tech,
healthcare, property, entertainment, jewellery & fashion in the US, UK, Asia and
Europe.
This press release includes statements which are not historical facts and
are considered "forward-looking" within the meaning of Section 27 of the
Securities Act of 1933, as amended. These forward-looking statements reflect
UBM's current views about future events, business and growth strategy and
financial performance. These forward-looking statements are identified by their
use of terms and phrases such as "believe," "expect," "plan," "anticipate," "on
target" and similar expressions identifying forward-looking statements.
Investors should not rely on forward-looking statements because they are subject
to a variety of risks, uncertainties and other factors that could cause actual
results to differ materially from UBM's expectations. UBM expressly does not
undertake any duty to update forward-looking statements. Management does not
attempt to update forecasts unless conditions materially change.
ITEM 2
July 29, 2004
Group profit and loss account
for the six months ended 30 June 2004
Six months Six months Year
ended ended ended
30 june 30 june 31 December
2004 2003 2003
Notes pounds m pounds m pounds m
Turnover - group and
share of joint ventures
Continuing operations 392.1 355.7 770.3
Less: share of joint
ventures' turnover (11.6) (11.7) (23.6)
Group turnover 380.5 344.0 746.7
Group operating
profit/(loss) 0.0 (15.5) (29.1)
Share of operating
profit in joint
ventures and associates 2 1.6 1.0 2.9
Income from other fixed
asset investments 3.0 3.2 3.9
Profit/(loss) on ordinary
activities before
interest 4.6 (11.3) (22.3)
Net interest income 3 3.2 6.2 9.4
Other finance expense (2.0) (2.7) (5.5)
Profit /(loss) on ordinary
activities before tax 5.8 (7.8) (18.4)
Tax on profit/(loss) on
ordinary activities (14.2) (10.0) (22.7)
Loss on ordinary activities
after tax (8.4) (17.8) (41.1)
Equity minority interests (0.9) 0.3 (0.3)
Loss for the period (9.3) (17.5) (41.4)
Dividends - equity 6 (12.1) (11.0) (30.2)
- non-equity 6 (0.2) (0.3) (0.4)
6 (12.3) (11.3) (30.6)
Retained loss for the
period (21.6) (28.8) (72.0)
Earnings/(loss) per share
-before amortisation of
intangible assets 4 14.9p 10.6p 23.9p
-basic 4 (2.8)p (5.4)p (12.5)p
-diluted 4 (2.8)p (5.4)p (12.5)p
Analysis of turnover
for the six months ended 30 June 2004
Six months ended Six months ended Year ended
30 June 2004 30 June 2003 31 December 2003
Group Group Group
share of share of share of
joint joint joint
Group ventures Group ventures Group ventures
pounds m pounds m pounds m pounds m pounds m pounds m
Turnover by division
Continuing
operations:
CMP Media 98.3 4.3 101.8 4.2 210.5 8.2
CMP Asia 22.6 1.9 14.0 1.6 44.4 3.5
CMP Information 82.6 - 58.7 1.2 135.0 1.6
United Advertising
Publications 29.9 - 29.5 - 58.1 -
Professional media 233.4 6.2 204.0 7.0 448.0 13.3
News distribution 47.7 5.4 48.0 4.7 94.8 10.3
Market research 99.4 - 92.0 - 203.9 -
Turnover 380.5 11.6 344.0 11.7 746.7 23.6
by geographic
market
United Kingdom 132.8 - 110.8 1.2 225.7 1.6
North America 208.1 9.2 217.9 8.5 450.1 17.7
Europe and Middle
East 18.9 0.5 4.4 0.4 31.5 0.8
Pacific 20.7 1.9 10.9 1.6 39.4 3.5
Turnover 380.5 11.6 344.0 11.7 746.7 23.6
Analysis of activities
for the six months ended 30 June 2004
Six months ended Six months ended
30 June 2004 30 June 2003
Group Group
share of share of
joint joint
Group ventures Total Group ventures Total
pounds m poundsm pounds m pounds m pounds m pounds m
Operating profit/
(loss) before
amortisation of
intangible assets
by division*
Continuing
operations:
CMP Media 11.3 0.6 11.9 4.8 0.1 4.9
CMP Asia 6.2 0.1 6.3 (0.9) 0.2 (0.7)
CMP Information 16.8 - 16.8 10.7 - 10.7
United Advertising
Publications 6.7 - 6.7 8.9 - 8.9
Professional media 41.0 0.7 41.7 23.5 0.3 23.8
News distribution 9.9 1.7 11.6 6.5 1.5 8.0
Market research 10.5 - 10.5 10.2 - 10.2
Operating profit
before amortisation
of intangible
assets* 61.4 2.4 63.8 40.2 1.8 42.0
Amortisation of
intangible
assets (58.4) (0.8) (59.2) (52.5) (0.8) (53.3)
Operating profit /
(loss) by division*
Continuing
operations:
CMP Media (19.2) 0.3 (18.9) (17.8) (0.2) (18.0)
CMP Asia 4.4 0.1 4.5 (7.7) 0.2 (7.5)
CMP Information (1.8) - (1.8) (3.9) - (3.9)
United Advertising
Publications 6.2 - 6.2 8.5 - 8.5
Professional
media (10.4) 0.4 (10.0) (20.9) - (20.9)
News distribution 9.1 1.2 10.3 4.1 1.0 5.1
Market research 4.3 - 4.3 4.5 - 4.5
Operating profit /
(loss)* 3.0 1.6 4.6 (12.3) 1.0 (11.3)
Net interest and
other financial
income 1.2 3.5
Profit/ (loss) on
ordinary activities
before tax 5.8 (7.8)
by geographic market
United Kingdom 3.1 0.2 3.3 8.4 - 8.4
North America (3.5) 1.6 (1.9) (9.0) 1.1 (7.9)
Europe and
Middle East (1.1) (0.3) (1.4) (2.8) (0.3) (3.1)
Pacific 4.5 0.1 4.6 (8.9) 0.2 (8.7)
Operating profit /
(loss)* 3.0 1.6 4.6 (12.3) 1.0 (11.3)
Net interest and
other financial
income 1.2 3.5
Profit/(loss) on
ordinary activities
before tax 5.8 (7.8)
* Includes income from other fixed asset investments
Analysis of activities
for the six months ended 30 June 2004
Year ended 31 December 2003
Group
share of
joint
Group ventures Total
pounds m pounds m pounds m
Operating profit/ (loss) before
amortisation of intangible
assets by division*
Continuing operations:
CMP Media 14.1 0.7 14.8
CMP Asia 12.1 0.5 12.6
CMP Information 25.2 0.1 25.3
United Advertising Publications 14.0 - 14.0
Professional media 65.4 1.3 66.7
News distribution 10.2 3.2 13.4
Market research 19.3 - 19.3
Operating profit before
amortisation of
intangible assets* 94.9 4.5 99.4
Amortisation of intangible
assets (120.1) (1.6) (121.7)
Operating profit /(loss) by
division*
Continuing operations:
CMP Media (38.4) 0.1 (38.3)
CMP Asia (1.4) 0.5 (0.9)
CMP Information (4.3) 0.1 (4.2)
United Advertising Publications 13.3 - 13.3
Professional media (30.8) 0.7 (30.1)
News distribution 0.7 2.2 2.9
Market research 4.9 - 4.9
Operating profit /(loss)* (25.2) 2.9 (22.3)
Net interest and other
financial income 3.9
Profit/ (loss) on ordinary
activities before tax (18.4)
by geographic market
United Kingdom (6.1) 0.6 (5.5)
North America (25.7) 2.8 (22.9)
Europe and Middle East 9.8 (0.9) 8.9
Pacific (3.2) 0.4 (2.8)
Operating profit /(loss)* (25.2) 2.9 (22.3)
Net interest and other
financial income 3.9
Profit/(loss) on ordinary
activities before tax (18.4)
* Includes income from other fixed asset investments
Group balance sheet
at 30 June 2004
As restated As restated
30 June 2004 30 June 2003 31 December 2003
pounds m pounds m pounds m
Fixed assets
Intangible assets 373.1 385.6 430.8
Tangible assets 51.4 60.7 54.5
Investments in joint ventures:
- share of gross assets 14.5 18.9 16.7
- share of gross liabilities (5.5) (7.2) (5.5)
9.0 11.7 11.2
Investments in associated
undertakings 0.1 0.2 0.2
Other investments 169.4 168.0 168.9
603.0 626.2 665.6
Current assets
Stocks 26.7 24.1 20.4
Debtors 160.3 163.8 158.5
Short term liquid funds 208.3 521.3 425.2
Cash at bank and in hand 364.6 177.3 185.9
759.9 886.5 790.0
Creditors: amounts falling
due within one year (1,022.2) (604.9) (1,076.6)
Net current (liabilities)/
assets (262.3) 281.6 (286.6)
Total assets less current
liabilities 340.7 907.8 379.0
Creditors: amounts falling
due after more than one year
Bank and other loans (101.4) (327.5) (101.9)
Other creditors (6.4) (8.2) (5.4)
Convertible debt - (237.1) -
(107.8) (572.8) (107.3)
Provisions for liabilities
and charges (56.3) (70.4) (63.1)
Net assets excluding pension
liability 176.6 264.6 208.6
Pension liability (79.3) (90.9) (83.9)
Net assets 97.3 173.7 124.7
Capital and reserves
Called up share capital 84.5 84.5 84.5
Share premium account 310.1 308.6 309.4
Merger reserve 31.3 31.3 31.3
Other reserves 159.7 163.6 163.8
Profit and loss account (490.0) (414.9) (465.3)
Shareholders' funds
(including non-equity
interests) 95.6 173.1 123.7
Equity minority interests 1.7 0.6 1.0
Capital employed 97.3 173.7 124.7
Equity shareholders' funds 95.1 172.6 123.2
Non-equity shareholders' funds 0.5 0.5 0.5
Shareholders' funds 95.6 173.1 123.7
Group cash flow statement
for the six months ended 30 June 2004
Six months Six months Year
ended ended ended
30 June 2004 30 June 2003 31 December 2003
pounds m pounds m pounds m
Net cash inflow from
operating activities 27.0 30.2 84.6
Dividends received from
joint ventures and
associates 2.3 0.4 2.1
Returns on investment and
servicing of finance 1.6 4.9 5.8
Taxation (4.9) 7.6 8.4
Capital expenditure and
financial investments
Purchase of tangible fixed
assets (2.9) (3.3) (6.9)
Other (1.2) 0.1 4.9
Acquisitions and disposals - (4.3) (129.9)
Equity dividends paid to
shareholders (19.1) (13.4) (24.4)
Net cash inflow/ (outflow)
before use of liquid
resources and financing 2.8 22.2 (55.4)
Management of liquid resources 43.3 (26.6) 31.6
Net cash inflow/(outflow)
before financing 46.1 (4.4) (23.8)
Financing
Issue of ordinary share capital 0.7 - 1.0
Return of capital to
shareholders - (0.3) (3.6)
(Decrease)/increase in
bank loans (21.1) - 21.1
Repayment of loan stock (10.7) (0.7) (1.2)
Financing (31.1) (1.0) 17.3
Increase / (decrease) in
cash in the period 15.0 (5.4) (6.5)
Reconciliation of net cash
flow to movement in net cash
Increase/(decrease)in cash
in the period 15.0 (5.4) (6.5)
Cash inflow/(outflow) from
decrease in debt and
financing 31.8 0.7 (19.9)
Cash (outflow)/inflow from
decrease/ (increase) in
liquid resources (43.3) 26.6 (31.6)
Changes in net cash resulting
from cash flows 3.5 21.9 (58.0)
Other non cash movements (0.7) (0.8) (2.0)
Translation difference 2.3 4.3 13.0
Movement in net cash in the
period 5.1 25.4 (47.0)
Opening net cash 46.5 93.5 93.5
Closing net cash 51.6 118.9 46.5
Reconciliation of operating
profit/(loss) to net cash inflow from
operating activities
Operating profit /(loss) 4.6 (11.3) (22.3)
Depreciation charges 6.4 9.5 25.3
Amortisation of intangible
assets - group 58.5 52.5 120.1
Share of results of joint
ventures (1.7) (1.0) (2.9)
Income from other fixed asset
investments (3.0) (3.2) (3.9)
Profit on sale of fixed
asset investments - - (4.3)
Other finance expenses - (2.7) -
Loss on sale of tangible fixed
assets 0.1 - 0.3
Payments against provisions (6.8) (9.8) (23.1)
Net increase in working capital:
- payments against restructuring
and other exceptional costs - (1.3) -
-Additional pension
contributions (6.6) (2.5) (3.2)
- other movements in working
capital (24.4) (0.2) 2.2
Other non-cash items including
movements on provisions (0.1) 0.2 (3.6)
Cash inflow from operating
activities 27.0 30.2 84.6
Statement of group total recognised gains and losses
for the six months ended 30 June 2004
Six months Six months Year
ended ended ended
30 June 2004 30 June 2003 31 December 2003
pounds m pounds m pounds m
Loss for the financial period (9.3) (17.5) (41.4)
Currency translation differences
on foreign currency investments:
Group (2.8) (4.9) (20.4)
Joint ventures (0.3) (0.1) (0.1)
Actuarial gain recognised in
the pension schemes - - 11.6
Other recognised losses for
the period (3.1) (5.0) (8.9)
Total recognised losses relating
to the period (12.4) (22.5) (50.3)
The historical cost loss for the financial period is not materially
different from the reported loss.
Reconciliation of movements in group shareholders' funds
for the six months ended 30 June 2004
Restated Restated
Six Six Year
months months ended
30 June 30 June 31 December
2004 2003 2003
pounds m pounds m pounds m
Opening shareholders' funds 123.7 207.2 207.2
Loss for the financial period (9.3) (17.5) (41.4)
Equity dividends (12.1) (11.0) (30.2)
Non-equity dividends on 'B'
shares - see below (0.2) (0.3) (0.4)
102.1 178.4 135.2
Other recognised losses relating
to the period (3.1) (5.0) (8.9)
New share capital subscribed 0.7 -- 1.0
Credit in respect of employee
share schemes (4.1) -- --
Return of capital to shareholders -- (0.3) (3.6)
Closing shareholders' funds 95.6 173.1 123.7
At 30 June 2004, the company had 6,212,819 B shares outstanding (30 June
2003: 7,546,387; 31 December 2003: 6,212,819). These arose from the return of
capital to shareholders in April 2001. B shares receive a continuing dividend
linked to LIBOR. The company has indicated that it will periodically offer to
repurchase B shares at 245p per share.
Notes
1. Basis of preparation
The interim report for the six months ended 30 June 2004 has been prepared
on the basis of accounting policies set out in the 2003 Annual Report and
Accounts.
The group has adopted UITF 38 (Accounting for ESOP trusts) in these interim
financial statements. This Abstract requires that any investment in own shares
through an ESOP trust is deducted from shareholders funds. As required by the
Abstract, the comparative information at 30 June 2003 and 31
December 2003 has been restated, with the amounts shown as 'Other investments'
and Shareholders' funds both being reduced by 4.1 million pounds at each of
these dates.
2. Share of operating profit in joint ventures and associates
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2004 2003 2003
pounds m pounds m pounds m
Joint ventures and
associates -continuing 2.4 1.8 4.5
Amortisation of intangible
assets (0.8) (0.8) (1.6)
1.6 1.0 2.9
3. Net interest income
Six months Six months
ended ended Year ended
30 June 30 June 31 December
2004 2003 2003
pounds m pounds m pounds m
Group 3.2 6.2 9.4
Joint ventures and associates -- -- --
3.2 6.2 9.4
Interest receivable includes 4.7 million pounds (six months ended 30 June
2003: 4.5 million pounds; year ended 31 December 2003: 8.9 million pounds) of
interest receivable from Channel 5 Television Group in respect of shareholder
loans.
4. Earnings/(loss) per share
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2004 2003 2003
Earnings/ Earnings/ Earnings/
(loss) (loss) (loss)
Earnings/ per Earnings/ per Earnings/ per
(loss) share (loss) share (loss) share
pounds m pence pounds m pence pounds m pence
Profits before
amortisation of
intangible
assets 49.9 14.9 35.8 10.7 80.3 24.0
Adjustment in
respect
of B share
dividends (0.2) (0.0) (0.3) (0.1) (0.4) (0.1)
49.7 14.9 35.5 10.6 79.9 23.9
Adjustment
in respect
of amortisation
of intangible
assets (59.2) (17.7) (53.3) (16.0) (121.7) (36.4)
Basic (9.5) (2.8) (17.8) (5.4) (41.8) (12.5)
Diluted (9.5) (2.8) (17.8) (5.4) (41.8) (12.5)
Basic loss per share is calculated on the loss attributable to
shareholders of 9.5 million pounds (June 2003: loss of 17.8 million pounds;
December 2003: loss of 41.8 million pounds) and on 334,297,844 shares (June
2003: 335,515,353; December 2003: 334,225,648) being the weighted average
number of shares in issue during the period.
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. No adjustment has been made for the
dilutive impact, as this would reduce the reported loss per share.
5. Foreign exchange
The trading results of overseas subsidiaries, joint ventures and associated
companies were translated into sterling at an average of the exchange rates
ruling for the period. This resulted in a weighted average rate of exchange in
respect of the US dollar for the period of $1.82:1 pound (six months ended 30
June 2003: $1.61:1 pound; year ended 31 December 2003: $1.64:1 pound). The
balance sheets of overseas subsidiaries, joint ventures and associated companies
were translated into sterling at the period end rate of exchange in respect of
the US dollar of $1.82:1 pound (six months ended 30 June 2003: $1.67: 1 pound;
year ended 31 December 2003: $1.79: 1 pound).
6. Dividends
Six months Six months Year ended
ended 30 June ended 30 June 31 December
2004 2003 2003
pounds m pounds m pounds m
Equity dividends (12.1) (11.0) (30.2)
Non-equity dividends - B shares (0.2) (0.3) (0.4)
Dividends (12.3) (11.3) (30.6)
An interim dividend of 3.63 pence per ordinary share (2003: 3.30 pence)
will be payable on 21 October 2004 to shareholders on the register at close of
business on 13 August 2004.
The non-equity dividends relate to the LIBOR linked dividend on B shares.
7. Acquisitions and disposals
On 1 June 2004, UBM announced the proposed acquisition of certain
businesses from MediMedia for MediMedia's drug information businesses in
continental Europe and Asia, and all of its trade press, patient education and
pharma-marketing solutions businesses in Germany, Benelux and Asia-Pacific. All
necessary regulatory consents have now been received and the transaction is
expected to complete on 30 July 2004.
8. Status of financial information
The figures for the year ended 31 December 2003 (which do not constitute
statutory accounts within the meaning of Section 240 of the Companies Act 1985)
have been extracted from the Annual Report and Accounts which have 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 29 July 2004. It is unaudited
but has been reviewed by the auditors as set out in their report.
Independent review report to United Business Media plc
Introduction
We have been instructed by the company to review the financial information
set out on pages 1 to 7 and we have read the other information contained in the
interim report and considered whether it contains any apparent misstatements or
material inconsistencies with the financial information.
Directors' responsibilities
The interim report, including the financial information contained therein,
is the responsibility of, and has been approved by, the directors. The Listing
Rules of the London Stock Exchange require that the accounting policies and
presentation applied to the interim figures should be consistent with those
applied in preparing the preceding annual accounts except where any changes, and
the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board. A review consists principally of
making enquiries of group management and applying analytical procedures to the
financial information and underlying financial data, and based thereon,
assessing whether the accounting policies and presentation have been
consistently applied, unless otherwise disclosed. A review excludes audit
procedures such as tests of controls and verification of assets, liabilities and
transactions. It is substantially less in scope than an audit performed in
accordance with Auditing Standards and therefore provides a lower level of
assurance than an audit. Accordingly we do not express an audit opinion on the
financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications
that should be made to the financial information as presented for the six months
ended 30 June 2004.
Ernst & Young LLP
London
29 July 2004
ITEM 3
July 30, 2004
United Business Media Completes Acquisition of Leading Professional
Healthcare Media Business in Europe & Asia
United Business Media today announced that it has completed the acquisition
of MediMedia's drug information businesses in continental Europe and Asia, and
all the trade press, patient education and pharma marketing solutions businesses
in Germany, Benelux and Asia-Pacific. This includes major brands occupying
leading positions in 21 markets. The initial agreement to acquire this business
was announced on 1 June 2004.
The businesses have a long-established and consistent record of revenue and
profit growth. Synergies with UBM's existing healthcare business and the scope
for product expansion in existing and new territories will provide new
opportunities to boost performance.
The purchase price remains unchanged at EUR282.5m in cash. In 2003 turnover
was EUR105.8m and EBITDA was EUR24.4m, with further growth forecast in 2004. The
acquisition should be earnings neutral in 2004 and is predicted to increase
earnings by more than 5 per cent in 2005. It is expected to achieve UBM's cost
of capital within two years.
The acquisition fits with UBM's strategy of building its core franchises and
extending its geographical coverage in key markets on attractive financial
terms. MediMedia's market leading products generate a high level of recurring
revenues and have good growth potential, which will be accelerated in tandem
with other UBM healthcare products.
This press release includes statements which are not historical facts and
are considered "forward-looking" within the meaning of Section 27 of the
Securities Act of 1933, as amended. These forward-looking statements reflect
UBM's current views about future events, business and growth strategy and
financial performance. These forward-looking statements are identified by their
use of terms and phrases such as "believe," "expect," "plan," "anticipate," "on
target" and similar expressions identifying forward-looking statements.
Investors should not rely on forward-looking statements because they are subject
to a variety of risks, uncertainties and other factors that could cause actual
results to differ materially from UBM's expectations. UBM expressly does not
undertake any duty to update forward-looking statements. Management does not
attempt to update forecasts unless conditions materially change.