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REG-T&F Informa PLC Final Results - Part 2
                                                                                                                       
 
RNS Number:5627J 
TF Informa PLC      
Part  2 : For preceding part double-click [nRNSJ5627J] 
 
 
 
Net Interest 
 
Net interest payable for 2004 increased by £7.6m to £17.0m as a result of 
increased bank debt used to fund recent acquisitions. Over 2003 and 2004 we have 
spent £311m on acquisitions, funded mainly by bank debt. 
 
Net interest cover (based on adjusted operating profit) was a comfortable 6.4 
times in 2004 (2003: 8.5 times). 
 
Profit Before Taxation 
 
Adjusted profit before taxation increased by 31% to £91.3m (2003: £69.9m). 
Profit before taxation and after exceptional items and goodwill amortisation was 
£12.4m (2003: £33.0m). 
 
Taxation 
 
Tax has been provided at an underlying rate of 26.6% (2003: 28.0%). The 
effective tax rate is influenced by goodwill amortisation, which in the main 
does not attract tax relief, and the partial deductibility of certain 
exceptional items and merger costs. The Group also benefited from the release of 
prior year tax provisions no longer required. 
 
Earnings Per Share 
 
Adjusted diluted earnings per share increased 34% to 24.50p per ordinary share 
compared to 18.28p in 2003.  Basic earnings per share were 0.04p (2003: 5.89p). 
 
Dividend 
 
The Board has recommended a final dividend of 5.33p  per ordinary share, making 
a total dividend for the year of 8.13p. The final dividend will be payable on 31 
May 2005 to shareholders registered as at the close of business on 29 April 
2005. 
 
Balance Sheet 
 
Intangible assets increased by £21.1m to £504.2m. Of this increase, £88.2m was 
in respect of the provisional goodwill arising on the acquisition of Dekker, 
offset by ongoing amortisation, impairment and the effect of exchange rate 
movements. 
 
Net debt increased by £42.8m, to £302.0m compared with £259.2m at 31 December 
2003, reflecting £86.2m spent on acquisitions in 2004, offset by positive cash 
generation. Cash conversion was strong with adjusted operating cash inflow as a 
percentage of adjusted operating profit at 110% (2003: 112%). 
 
On the merger the Group entered into a new five year, £440m multi-currency 
syndicated bank loan facility. 
 
Accruals and deferred income increased by £18.9m (11%) compared with 2003. 
Within this increase, deferred income was up 12% compared with 31 December 2003. 
 
 
 
Divisional Performance 
 
2004 was a transforming year for the Group. The successful merger of two 
complementary groups and the integration of recent acquisitions have created a 
business which has entered 2005 with confidence and in good financial health. 
 
Academic & Scientific Division 
                                                               2004         2003 
                                                                £'m          £'m 
                                                               ----         ---- 
Turnover 
STM                                                           152.0        109.5 
Humanities & Social Sciences (HSS)                             92.3         87.8 
                                                               ----         ---- 
                                                              244.3        197.3 
                                                            =======      ======= 
Adjusted operating profit 
STM                                                            43.0         27.0 
Humanities & Social Sciences                                   21.3         18.8 
                                                               ----         ---- 
                                                               64.3         45.8 
                                                            =======      ======= 
Adjusted operating margin %                                    26.3         23.2 
                                                            =======      ======= 
 
 
Highlights 
 
-         Turnover up 24%, adjusted operating profit up 40%.  Organic growth at 
constant exchange rates 5% and 17%, respectively. 
 
-         74 new journals launched, including 38 new academic society publishing 
contracts. 
 
-         Good performance from PJB, acquired December 2003, and Dekker, 
acquired January 2004. 
 
-         STM adjusted operating margin increased to 28.3% (2003: 24.7%) and HSS 
to 23.1% (2003: 21.3%). 
 
The Academic & Scientific division had a strong year. Turnover increased by 24% 
to £244.3m and adjusted operating profit by 40% to £64.3m. The division 
benefited from STM acquisitions including PJB (acquired December 2003) and 
Dekker (acquired January 2004) but was adversely affected by exchange rate 
movements, which reduced reported turnover by £10.8m and adjusted operating 
profit by £7.6m. At constant exchange rates organic turnover growth was 5% and 
adjusted organic operating profit growth was 17%. 
 
The STM business saw robust turnover and profit growth both organically and from 
acquisitions, offset slightly by some weakness in US Life Science advertising 
and events and exchange rate movements. Turnover grew 39% to £152.0m from 
£109.5m. At 2003 exchange rates excluding acquisitions turnover was up by 4% and 
adjusted operating profit up by 16% 
 
We also saw good underlying turnover growth from our Humanities and Social 
Science lists which did not benefit from any major acquisitions, although this 
growth was masked by adverse exchange rate movements. Overall turnover increased 
by 5% and adjusted operating profit by 14%, helped by efficiencies from 
integrating prior acquisitions. At 2003 exchange rates turnover was up 5% and 
adjusted operating profit up 17%. 
 
We have rationalised our academic publishing brands and  will now use the Taylor 
& Francis imprint for STM publishing and the Routledge imprint for Humanities 
and Social Sciences publishing. 
 
Since the merger the Academic & Scientific division has accelerated its efforts 
to acquire more academic society and other third party publishing business. 
2004 was a most successful year in this respect, with 38 new third party 
publishing contracts signed.  The division also launched or acquired 36 journal 
titles and discontinued 26. As a result of this activity, in 2005 the division 
will be publishing 1,075 journal titles. 
 
There has been much discussion around "open access" and academic journal 
publishing models. Recently the Department of Trade and Industry (DTI) on behalf 
of the UK government has issued its response to the House of Commons Select 
Committee's report on scientific publishing. The DTI appears to us to have taken 
a pragmatic line, broadly accepting the maintenance of the current publishing 
system. The Group will continue to monitor the situation carefully and position 
itself to respond appropriately to any changes in the academic market's 
information requirements. 
 
PJB had a good year despite having been adversely affected by £0.7m at the 
adjusted operating profit line by the relative weakness of the US dollar. PJB's 
core products, Scrip, Pharmaprojects, Clinica and Agrow, which between them 
represent some 90% of its operating profit, all performed strongly in 2004, with 
solid subscription volumes and high renewal rates.  Almost 55% of PJB's revenues 
are generated by electronic products and this proportion is growing quickly as 
customers migrate from traditional hard copy products. 
 
In the Life Sciences events area, the flagship annual Drug Discovery Technology 
event was held in Boston in August. While it was again successful, there was 
some decline in attendance in 2004 compared with 2003, reflecting a general 
reduction in investment in drug discovery.  However the establishment of 
spin-off events in Singapore, India and Europe is encouraging and provides a 
partial offset.  While the drug discovery sector has become more challenging, 
the area of bio-processing has grown and our Bio-Process International magazine 
has moved more quickly into profit than we had expected. Taking advantage of 
this market strength, we have launched a Bio-Process International trade show 
and conference, which in 2004 became the largest event worldwide in the 
bio-manufacturing area.  This event format has also been rolled out into Europe 
and Asia. 
 
Following the acquisition of PJB, we have diversified our Life Sciences 
conference business through the launch of a pharmaceutical development series, 
both in the US and Europe. This series concentrates on clinical development 
technologies, regulatory issues and business strategies and complements the 
published products of PJB, particularly Scrip and Pharmaprojects. 
 
Professional Division 
                                                               2004         2003 
                                                                £'m          £'m 
                                                               ----         ---- 
Turnover 
Financial Information                                          60.2         49.1 
Insurance, Law and Tax                                         33.1         39.6 
                                                               ----         ---- 
                                                               93.3         88.7 
                                                            =======      ======= 
Adjusted operating profit 
Financial Information                                          16.3         10.3 
Insurance, Law and Tax                                          5.5          4.5 
                                                               ----         ---- 
                                                              21.8          14.8 
                                                            =======      ======= 
 
Adjusted operating margin %                                    23.3         16.7 
                                                            =======      ======= 
 
 
Highlights 
 
-         Turnover up 5%, adjusted operating profit up 47%.  Organic growth at 
constant exchange rates 5% and 43%, respectively. 
 
-         Good performance from combination of MCM/MMS, with MMS subscriber 
retention rate over 65%. 
 
-         Both Financial Information and legal conference businesses performed 
strongly. 
 
-         Advertising recovery in key insurance publications. 
 
The Professional division, which consists of our US-based Financial Information 
businesses and our UK-led professional information business, covering Insurance, 
Law and Tax, performed well in 2004. 
 
Turnover and adjusted operating profit in the Financial Information business 
were up 23% and 59% respectively compared with 2003. The 2004 results include 
the acquisitions made in 2003 of MMS and two smaller businesses - Barry Leeds 
and Net Decide. The reported results of the US-based business were adversely 
affected by exchange rate movements. At constant exchange rates the Financial 
Information business produced organic growth in turnover of 24% and adjusted 
operating profit growth of 55%. The adjusted operating margin of the Financial 
Information business increased to 27.1%, from 20.9%, aided by good overhead 
control. 
 
The growth of our Financial Information business was led by the acquisition of 
MMS and its successful integration with MCM, to create a market-leading service 
for the international corporate bond, sovereign fixed income and foreign 
exchange markets, under the new brand Informa Global Markets (IGM). In combining 
the two businesses and creating a single consolidated offering we successfully 
retained more than 65% of the MMS subscribers, exceeding our pre-acquisition 
expectations. 
 
As part of this integration exercise we established a single sales team across 
both businesses as well as a single content authoring and contribution system. 
This system, known as Market Work Station, allows content to be seamlessly 
published across the multiple channels we utilise, including Reuters and 
Bloomberg, our own website and where we co-brand with other clients. 
 
iMoneyNet, the leading provider of information for the US money market fund 
sector, also had a good year in 2004, despite some weaknesses in the money fund 
market sector. As the sector improves our new analytical products for money fund 
families, including browser-based applications, look to have exciting 
possibilities. 
 
During 2004 the Insurance, Law and Tax business saw good performances throughout 
its portfolio. The largely subscription-based legal publishing business remained 
resilient and we saw particularly strong underlying improvement in the events 
based business, which covers both legal and financial topics. This improvement, 
coupled with the elimination of events which had proved unprofitable or marginal 
in 2003, helped drive a 20% increase in adjusted operating profit, despite a 
reduction in revenue of 16%. The adjusted operating margin rose to 16.5% from 
11.5%. 
 
Within the Insurance, Law and Tax business, the financial services area 
experienced a marked rebound reflecting the return to positive trading 
conditions in the underlying markets after two years of cutbacks and 
consolidation. The recovery fed through into improved advertising income led by 
a 10% improvement in the flagship title Insurance Day. 
 
Commercial Division 
                                                               2004         2003 
                                                                £'m          £'m 
                                                               ----         ---- 
Turnover 
Telecoms & Media                                               37.7         35.0 
Maritime, Trade & Transport                                    39.4         37.7 
Commodities                                                    17.2         13.0 
International Conferences                                      72.3         70.0 
                                                               ----         ---- 
                                                              166.6        155.7 
                                                            =======      ======= 
Adjusted operating profit 
Telecoms & Media                                                8.9          7.9 
Maritime, Trade & Transport                                     4.0          1.6 
Commodities                                                     2.2          1.4 
International Conferences                                       7.2          7.8 
                                                               ----         ---- 
                                                               22.3         18.7 
                                                            =======      ======= 
 
Adjusted operating margin %                                    13.4         12.0 
                                                            =======      ======= 
 
 
Highlights 
 
-         Turnover up 7% and adjusted operating profit up 19%. Organic growth at 
constant exchange rates 6% and 25%, respectively. 
 
-         Continuing recovery in mobile Telecoms sector enabling new event 
launches. 
 
-         Strong trading in Maritime with adjusted operating profit up by 154%. 
 
-         Commodities boosted by 2003 acquisition of Sparks. 
 
The Telecoms business saw strongly improving underlying trends, with confidence 
returning to the mobile sector as a result of the expansion of 3G services and 
applications. The 2004 3GSM World Congress in Cannes produced profit ahead of 
the previous year, although increased royalty payments under a revised agreement 
with our event partners largely offset the underlying gain. The increase in 
market activity continued into the 2005 3GSM event, which attracted a record 
43,000 pre-registered attendants. The growth of this flagship event has meant 
that the conference has outgrown the Cannes venue and in 2006 we are relocating 
it to Barcelona. 
 
There are positive signs that 2005 may prove to be another strong year for the 
mobile telecoms sector. As the leading international provider of information to 
this market sector we began to see the results of increased confidence in 2004 
and this has continued into 2005. As the sector improves we are aiming to double 
our event output and especially concentrate in areas where 3G services are being 
launched or expanding quickly.  Our new partnership with the leading industry 
trade association GSMA saw us establish a new 3G event for the Asian market 
which was held in Singapore last September.  Alongside other 3G events for 2005 
covering India, Africa, the Americas, Russia, China and the Middle East, we are 
well placed to benefit from improvement in the mobile telecoms market. 
 
The Maritime & Transport business, which encompasses the leading daily newspaper 
Lloyd's List, maritime and logistics information and conferences in the 
transport and energy sectors, traded strongly in the year, exceeding the 2003 
full year adjusted operating profit by 154%. 
 
Prosperity in shipping is being boosted by strong trade demand from China which 
has helped push up freight rates and, with oil prices also strong, this has 
helped to increase demand for advertising space and boosted delegate attendances 
at our maritime and energy events. Maritime & Transport's leading publications 
Lloyd's List and its associated maritime magazines (most of which are also 
delivered electronically) performed well and saw subscription revenues and 
renewal rates improve and advertising yields rise.  Data and consultancy 
services are also growing in importance. 
 
We are also developing and expanding our corporate training and distance 
learning programmes in the Maritime and Transport sector. As Asia becomes 
increasingly important as a world maritime trade centre we are expanding our 
regional publishing programme there and emphasising Asia-focused exhibitions and 
awards events, especially in the logistics area, which has proved a major 
success in Hong Kong. We ran an inaugural Greek shipping awards event in Athens 
in 2004 which sold out, with more than 700 delegates attending. This event will 
be repeated in 2005 and a similar new event run for the Turkish market. 
 
Commodities, the smallest of our sectors within the Commercial Division, had a 
good 2004 boosted by the 2003 acquisition of Sparks, a Memphis based information 
business, now renamed Informa Economics. Commodities turnover was up 32%, or 
£4.2m. Adjusted operating profit was up 54% (£0.8m), again due mainly to the 
Sparks acquisition. The Commodities business delivered a record number of events 
in 2004, with the average number of delegates attending reaching 67. 
 
Our International Conferences business comprises domestic language conferences 
and courses in Germany, the Netherlands, Asia, Australia, Brazil, France, Sweden 
and Denmark. In addition, through a partnership with Expomedia Group plc, we 
have established joint venture conference arrangements in Russia, Hungary, 
Poland and India. The Asian events operation has recently opened a satellite 
office in Shanghai. The International Conferences business typically has a 
strong second half performance and full year turnover ended up 3%, with an 
underlying increase in overall profits offset, as expected, by costs of £1.6m 
(2003: £0.3m) in relation to the new products and territories including China, 
India, Russia, Poland and Hungary. 
 
In 2004 the International Conferences business ran more than 2,000 events across 
a broad variety of subject areas. Our existing International Conference 
operations performed better in 2004 than in 2003, demonstrating a better climate 
for our conference product. 
 
Business Integration 
 
2004 saw significant premises rationalisation. In the UK, the academic book 
publishing business was relocated from London and consolidated with our existing 
journal publishing operations in Didcot, Oxfordshire. The move brings STM and 
Humanities and Social Science (HSS) publishing operations into one site, leading 
to significant management and operational efficiency. PJB was moved from its 
previous five offices in Richmond into one of the Group's existing offices in 
central London. A single Group head office was also established in central 
London immediately following the merger. 
 
In the US, the acquired Dekker business was integrated into existing offices in 
Philadelphia and Boca Raton and two New York offices were consolidated into one. 
We also combined two sites in Boca Raton into one office and began consolidating 
three separate US book warehouse and distribution operations into a single 
facility in Kentucky, which we expect will yield considerable efficiencies in 
book order fulfilment. 
 
In the area of operating systems, we are well advanced in our integration 
strategy, having completed the installation of a single Group-wide accounting 
system and we will shortly move to a single sales order fulfilment platform for 
the UK-based business, centred on our existing SAP system. 
 
We have also combined our two marketing databases, giving our divisions greater 
access to customers and the ability to target them more precisely. In addition 
we consolidated our UK mailing house operations into our facility in Weybridge, 
Surrey, thus saving on the use of third party providers. 
 
Merger Highlights 
 
The merger integration process has gone smoothly and to plan.  We are on track 
to deliver the previously reported cost savings of £9m per year and revenue 
synergies of £9m in 2005. 
 
The revenue synergies are in four principal areas: 
 
Publishing 
 
The market previously addressed by Informa, from Maritime to Telecoms to Life 
Sciences, has proved to be fertile ground for extending the former Taylor & 
Francis (T&F) publishing portfolio. Many initiatives have resulted in the 
creation of new titles in areas such as drug discovery, drug technology, 
wireless security, IT technical texts, broadband implementation and port 
management. In 2005 these new publications are scheduled to deliver £2m of 
sales. 
 
Events 
 
The leveraging of T&F's subject expertise and academic connections has allowed 
the events teams to explore opportunities through a new range of conferences and 
events. We have established dedicated teams in both the UK and the US to exploit 
these connections. The 80 new events planned for 2005 are expected to generate 
£2.5m of additional revenues. Initial events will cover topics such as Stress in 
the Workplace, Sustainable Development, Nanotechnology and Eating Disorders. 
 
In addition, we can now approach academic and professional societies with whom 
we already have established contacts to launch new journal publications or to 
offer event management capabilities where we had not previously offered those 
services.  An example is in Sweden, where the newly combined T&F and Informa 
office has signed a four year agreement with the Swedish Association of 
Graduates in Social Science, Personnel and Public Administration, Economics and 
Social Work (an organisation of some 45,000 members) to organise all of the 
associations major meetings and education programmes and also for us to publish 
a new journal in the field of management and leadership. 
 
Distance Learning 
 
All of our market sectors share the need for high quality education and 
professional development. Much of this can be met through distance learning, 
either in the form of e-learning or written courses. Prior to the merger we 
generated some £7m of turnover from this source and the enlarged Group's content 
pool facilitates expansion into topics such as self-study courses on project 
management and employment law and MBA programmes delivered in partnership with 
leading universities.  The combined marketing reach of the merged Group, coupled 
with its wealth of published material and author access, allows us to construct 
brand new and powerful course offerings.  We have established a dedicated 
e-learning team whose job it is to grow this part of the business, which we 
believe will be a significant element of future turnover in the medium term. 
 
Areas where distance learning initiatives are proving particularly promising 
include: System Biology, Nanotechnology, Nanotoxicology, Electrical Engineering, 
IT Security, Forensic Science, Remote Sensing, Occupational Health and 
Industrial Hygiene. 
 
Cross Marketing and Cross Selling 
 
We have also been working to identify business intersects between publishing and 
events.  Where these exist such as in pharmaceuticals, health sciences, 
chemistry, engineering, maritime security, counter terrorism and telecoms, 
marketing teams have come together to cross-promote each of their products at 
little or no extra cost.  Publications are displayed at conferences and 
seminars, web services carry banners for related products, advertisements are 
placed in sister publications, internet links have been established, 
complementary products are mailed jointly and free samples are offered to 
delegates and subscribers.  The result is a growing network of new sales 
opportunities and a healthy increase in the reach of many of our products.  We 
expect to generate £4.5m of additional revenue from these efforts in 2005. 
 
The revenue plans outlined above will develop and grow as we begin to drive the 
opportunities which the merger has created.  Informa itself resulted from a 
merger in 1998 and some six years later we are still finding new opportunities. 
We expect the same to happen as T&F Informa grows. 
 
Cost Savings 
 
At the time of the merger we had identified potential annual cost savings of 
£4.6m resulting from the merger.  As a result of more detailed analysis and the 
completion of integration steps we have identified a total of £9m of recurring 
annual savings.  This £9m of identified savings is expected to come from the 
areas of IT (£2.5m), premises (£2.1m), print and distribution (£1.5m), finance 
and related areas (£1.3m) and corporate overheads (£1.6m). 
 
Strategy 
 
T&F Informa is a global information provider across a broad portfolio of 
academic, professional and commercial market sectors. We aim, wherever possible, 
to be the leading provider in the niche sectors we select and to provide high 
value information in the many media formats our customers demand. 
 
The subscription model is a cornerstone of our business however we seek to 
maintain a well balanced product portfolio combining a number of revenue streams 
with differing dynamics, including copy sales, events and the more cyclical 
revenue streams of advertising and sponsorship.   We also look to develop new 
revenue streams through a combination of product development and geographical 
expansion. 
 
Following the merger we will continue to look for ways to develop new products 
around our leading brands. We will continue to exploit the interplay between 
publications and events that gives our business a distinctive strength. Strong 
publishing brands provide our events with added market leverage, yielding 
greater access to important speakers and market segments. 
 
T&F Informa has strong positions within the US market, which accounts for some 
50% of revenue. These activities are currently focused on relatively few of our 
market sectors and intend to develop our US presence through a combination of 
organic growth and well planned acquisitions. 
 
We have conference businesses in Eastern Europe, China and India and in South 
America, (through our Brazilian operation) - markets which have higher medium to 
long term growth prospects. It is our intention to build associated publishing 
activities in these regions, and we are already establishing a publishing 
presence in Beijing and in New Delhi. 
 
The Group is well placed in electronic product delivery, with some 25% of our 
publishing revenues and 17% of our total revenues coming from standalone 
electronic publishing activities in 2004.  Generally these revenues, which are 
subscription based, enjoy renewal rates slightly higher than for hard copy 
products. Looking forward it is clear that our customers will increasingly 
demand information to be delivered electronically in succinct and fully 
searchable forms. 
 
Current Trading and Prospects 
 
Although it is still relatively early in the year, 2005 has started well. We are 
beginning to crystallise the opportunities provided by the merger and T&F 
Informa is well placed to grow organically and through selective acquisitions at 
a time where there is evidence that many of our markets are in recovery. The 
momentum seen in 2004 has been maintained into the current year and the revenue 
and cost synergies from the merger are coming through as expected. With the 
Group performing in line with our expectations, the Board is confident of 
meeting our demanding targets and delivering another good financial performance 
in 2005. 
 
We are delighted with the way the two groups have come together and thank our 
staff for their professionalism and enthusiasm in embracing the many new 
opportunities the enlarged Group now enjoys. 
 
 
 
Peter Rigby 
Chief Executive 
 
                                                                    9 March 2005 
 
Consolidated Profit and Loss Account 
For the Year Ended 31 December 2004 
 
                                                          2004                 
                                                        Before                2004 
                                             exceptional items   Exceptional items                       2003            
                                                  and goodwill        and goodwill          2004        Total 
                                                  amortisation        amortisation         Total    Restated* 
                                      Note               £'000               £'000         £'000        £'000 
Turnover: 
 
Total turnover including Joint                         504,666                   -       504,666      441,676 
Ventures 
 
Less: Share of Joint Ventures'                           (441)                   -         (441)            - 
turnover 
 
Group turnover                           2             504,225                   -       504,225      441,676 
 
Continuing operations                                  478,993                   -       478,993      441,676 
 
Acquisitions                                            25,232                   -        25,232            - 
 
Net operating costs 
Operating costs before goodwill 
amortisation and impairment                          (395,882)             (9,963)     (405,845)    (374,196) 
Goodwill amortisation                                        -            (34,741)      (34,741)     (21,310) 
Goodwill impairment                                          -            (15,000)      (15,000)            - 
Total net operating costs                3           (395,882)            (59,704)     (455,586)    (395,506) 
Operating profit 
Continuing operations                                  101,123            (53,929)        47,194       46,170 
Acquisitions                                             7,491             (5,775)         1,716            - 
Operating profit                                       108,614            (59,704)        48,910       46,170 
Share of Joint Ventures' operating                       (271)                   -         (271)            - 
result 
Total operating profit                 2,3             108,343            (59,704)        48,639       46,170 
 
Merger costs                                                 -            (15,703)      (15,703)            - 
Loss on disposal of tangible fixed                           -               (921)         (921)            - 
assets 
Profit / (loss) on sale or 
termination of a business                                    -                   3             3      (3,822) 
Amounts written off investments                              -               (200)         (200)            - 
Net interest payable and similar                      (17,019)                   -      (17,019)      (9,372) 
charges 
Bank loan facility fees expensed on 
   merger                                                    -             (2,415)       (2,415)            - 
Total net interest cost                               (17,019)             (2,415)      (19,434)      (9,372) 
Profit on ordinary activities before 
    taxation                                            91,324            (78,940)        12,384       32,976 
Tax on profit on ordinary activities     5            (18,149)               5,865      (12,284)     (16,543) 
Profit on ordinary activities after 
   taxation                                             73,175            (73,075)           100       16,433 
Minority interest - equity                                  26                   -            26         (84) 
Profit for the financial period                                                                         
   attributable to shareholders                         73,201            (73,075)           126       16,349 
Dividends                                6                                              (24,211)     (15,203) 
(Loss) / profit for the financial                                                                        
year transferred to reserves                                                            (24,085)        1,146 
 
Earnings per ordinary share 
Basic (p)                                7                                                  0.04         5.91 
Diluted (p)                              7                                                  0.04         5.89 
Diluted (adjusted) (p)                 4,7                                                 24.50        18.28 
 
 
 
*Comparative figures have been restated in accordance with merger accounting 
principles. 
 
 
Note: Operating profit for the year ended 31 December 2003 includes charges for 
exceptional items of £11,829,000 as detailed in Note 4. 
 
 
Consolidated Balance Sheet 
At 31 December 2004 
                                                                                             Group 
                                                                                              ---- 
                                                                                                       2003 
                                                                                           2004   Restated*          
                                                                                Note      £'000       £'000 
Fixed assets 
Intangible assets                                                                       504,244     483,185 
Tangible assets                                                                          33,400      33,456 
Investments                                                                              10,605       9,957 
                                                                                        548,249     526,598 
Current assets 
Stocks                                                                                   42,638      42,414 
Debtors due within one year                                                              92,102      91,017 
Debtors due after more than one year                                                          -         784 
Cash at bank and in hand                                                                 19,126      23,586 
                                                                                        153,866     157,801 
Creditors: amounts falling due within 
   one year                                                                            (74,047)    (70,312) 
Net current assets                                                                       79,819      87,489 
 
Total assets less current liabilities                                                   628,068     614,087 
Creditors: amounts falling due after more                                             (306,186)   (276,276) 
   than one year 
Provisions for liabilities and charges                                                  (6,561)    (10,903) 
 
Accruals and deferred income                                                          (184,081)   (165,156) 
 
Minority interests - equity                                                                (53)        (79) 
                                                                                        131,187     161,673 
 
Capital and reserves 
Called up share capital                                                                  29,946      29,790 
Share premium account                                                                   187,755     184,494 
Reserve for own shares                                                                    1,267       1,267 
Other reserve                                                                            37,398      37,399 
Merger reserve                                                                           34,540      34,540 
ESOP trust shares                                                                       (3,641)     (3,641) 
Profit and loss account                                                               (156,078)   (122,176) 
Equity shareholders' funds                                                         8    131,187     161,673 
 
 
 
*Comparative figures have been restated in accordance with merger accounting 
principles. 
 
 
Consolidated Cash flow Statement 
For the Year Ended 31 December 2004 
 
                                                                                          2004        2003 
                                                                              Note       £'000       £'000 
 
Net cash inflow from operating activities                                        9      88,184      79,065 
 
Returns on investments and servicing of finance 
Interest received                                                                        1,117       1,490 
Interest paid                                                                         (15,994)    (10,773) 
Net cash outflow from returns on investments and servicing of finance                 (14,877)     (9,283) 
 
Taxation 
Corporation tax paid                                                                   (9,752)     (6,965) 
Overseas taxes paid                                                                    (4,235)     (6,220) 
Net cash outflow from taxation                                                        (13,987)    (13,185) 
 
Capital expenditure and financial investment 
Purchase of publishing goodwill                                                        (1,665)     (3,469) 
Tangible fixed assets acquired                                                        (10,828)     (5,689) 
Tangible fixed assets sold                                                               3,220         267 
Purchase of unlisted investments (joint ventures)                                      (1,427)     (8,810) 
Disposal of unlisted investments                                                         1,151           - 
Net cash outflow from capital expenditure and financial investment                     (9,549)    (17,701) 
 
Acquisitions and disposals 
Purchase of businesses/subsidiary undertakings (net of cash and                       (86,250)   (225,854) 
overdrafts acquired) 
Disposal of business/subsidiary undertakings                                                 -       1,045 
Net cash outflow from acquisitions and disposals                                      (86,250)   (224,809) 
 
Equity dividends paid                                                                 (18,575)    (13,787) 
                                                                                       
Net cash outflow before use of liquid resources and financing                         (55,054)   (199,700) 
 
Management of liquid resources                                                               -      11,988 
 
Financing 
Repayment of loans                                                                   (120,156)    (66,248) 
New loans                                                                              165,218     214,784 
Repayment of capital element of finance leases                                            (40)        (54) 
Issue of ordinary share capital                                                              -      53,124 
Issue costs                                                                                  -     (1,553) 
Proceeds from share options                                                              3,416       1,009 
 
Net cash inflow from financing                                                          48,438     201,062 
 
(Decrease) / increase in cash                                                   10     (6,616)      13,350 
 
 
 
 
Notes to the Financial Statements 
 
 
1                 Basis of Preparation 
 
The financial information set out in the preliminary announcement does not 
constitute statutory accounts within the meaning of Section 240 of the Companies 
Act 1985, but is derived from those accounts. Statutory accounts for the year 
ended 31 December 2003 have been delivered to the Registrar of Companies and 
those for the year ended 31 December 2004 will be delivered following the 
Company's Annual General Meeting.  The statutory accounts for the year ended 31 
December 2004 will be despatched to shareholders by 1 April 2005 for approval at 
the Annual General Meeting on 18 May 2005. 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. 
 
The preliminary announcement has been prepared in accordance with  accounting 
policies consistent with the financial statements for the year ended 31 December 
2004 and in accordance with applicable United Kingdom accounting standards. 
 
2                 Segmental Analysis 
 
Analysis by market sector 
 
                                                                                 Operating profit before 
                                                                                  exceptional items and 
                                                                                  goodwill amortisation 
 
                                                                Turnover 
                                                                2004        2003        2004        2003 
                                                               £'000       £'000       £'000       £'000 
 
Academic & Scientific Division 
Scientific, Technical & Medical                              151,978     109,445      42,966      27,017 
Humanities & Social Sciences                                  92,334      87,822      21,302      18,754 
                                                             244,312     197,267      64,268      45,771 
Professional Division 
Financial Information                                         60,212      49,130      16,339      10,251 
Insurance, Law & Tax                                          33,136      39,570       5,455       4,555 
                                                              93,348      88,700      21,794      14,806 
Commercial Division 
Telecoms & Media                                              37,695      34,982       8,882       7,943 
Maritime, Trade & Transport                                   39,395      37,737       3,964       1,558 
Commodities                                                   17,181      13,020       2,208       1,437 
International Conferences                                     72,294      69,970       7,227       7,794 
                                                             166,565     155,709      22,281      18,732 
                                                             504,225     441,676     108,343      79,309 
 
Amounts written off goodwill                                                        (49,741)    (21,310) 
Exceptional items                                                                   (26,784)    (15,651) 
Total net interest cost                                                             (19,434)     (9,372) 
Profit before tax                                                                     12,384      32,976 
 
 
 
Geographical analysis by location of business 
 
                                                                                 Operating profit before 
                                                                                  exceptional items and 
                                                                                  goodwill amortisation 
 
                                                                Turnover 
                                                                2004        2003        2004        2003 
                                                               £'000       £'000       £'000       £'000 
 
United Kingdom                                               268,241     230,900      65,761      52,191 
North America                                                136,294     121,747      28,957      14,171 
Continental Europe                                            75,214      71,147       9,327       9,330 
Rest of World                                                 24,476      17,882       4,298       3,617 
                                                             504,225     441,676     108,343      79,309 
 
Amounts written off goodwill                                                        (49,741)    (21,310) 
Exceptional items                                                                   (26,784)    (15,651) 
Total net interest cost                                                             (19,434)     (9,372) 
Profit before tax                                                                     12,384      32,976 
 
 
Geographical analysis of turnover by location of customer 
                                                                                        2004         2003 
                                                                                       £'000        £'000 
United Kingdom                                                                        93,851       89,235 
North America                                                                        167,460      134,565 
Continental Europe                                                                   157,439      146,694 
Rest of the World                                                                     85,475       71,182 
                                                                                     504,225      441,676 
 
More to follow, for following part double-click [nRN2J5627J] 

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