NOTES TO THE CONSOLIDATED BALANCE SHEET 17 TO 29

17 Goodwill

 
Note
Goodwill
£m
Cost
At 3rd October, 2004543.3
Additions103.2
Adjustment to previous year estimate of deferred consideration(0.4)
Disposals(4.7)
Reclassification to other intangible assets18(124.8)
Reclassification from property, plant and equipment1952.3
Exchange adjustment2.1
At 2nd October, 2005571.0
Additions15161.7
Adjustment to previous year estimate of deferred consideration320.5
Disposals16(2.6)
Transfer(2.2)
Exchange adjustment(7.6)
At 1st October, 2006720.8
Accumulated amortisation
At 3rd October, 200423.0
Impairment2.7
Disposals(0.5)
Reclassification to other intangible assets18(29.8)
Reclassification from property, plant and equipment1915.5
At 2nd October, 200510.9
Impairment335.1
Disposals16(0.3)
Transfer(0.1)
Exchange adjustment(0.3)
At 1st October, 200645.3
Net book value – 2006675.5
Net book value – 2005560.1

The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. The impairment recognised for the year was £35.1 million (2005 £2.7 million). Of the impairment for the year, £15.4 million relates to the exhibition division following a downturn in the consumer and gift markets it serves and £19.2 million relating to the national newspapers division.

When testing for impairment, the recoverable amounts for all the Group’s cash-generating units (CGUs) are measured at their value in use by discounting future expected cash flows. These calculations use cash flow projections based on management approved budgets and forecasts in the case of businesses acquired in the year, the cash flow projections are consistent with the business acquisition plans. Cash flows beyond the initial five-year period are extrapolated using a long-term growth rate. The cash flows are discounted at the Group’s weighted current cost of capital adjusted for the particular risks associated with each CGU. These assumptions have been used for all CGUs to which goodwill is allocated.

Goodwill arising on the acquisitions is attributable to the anticipated profitability relating to the distribution of the Group’s products in new and existing markets and anticipated operating synergies from the business combinations.

18 Other intangible assets

 


Note


Titles
£m

Radio licences
£m


Brands
£m

Customer related databases
£m

Computer software
£m


Other
£m
Total other
intangible assets
£m
Cost
At 3rd October, 2004 261.9206.36.66.80.6482.2
Additions 4.30.34.6
Disposals (3.4)(0.2)(0.1)(3.7)
Reclassification
from goodwill
1727.047.914.035.40.5124.8
Exchange adjustment 10.61.00.40.4(0.2)12.2
At 2nd October, 2005 288.9213.559.814.442.41.1620.1
Additions1528.0117.834.80.3180.6
Internally generated 10.510.5
Disposals16(18.0)(0.5)(18.5)
Transfer (0.3)2.31.0(1.2)0.92.7
Exchange adjustment (1.0)(16.2)(2.6)(1.1)(0.4)(0.1)(21.4)
At 1st October, 2006 297.6197.3177.349.150.81.9774.0
Accumulated amortisation
At 3rd October, 2004 183.816.51.94.40.1206.7
Charge for the year 12.36.30.70.87.90.728.7
Impairment 2.62.6
Disposals (0.2)(0.2)(0.4)
Reclassification
from goodwill
1717.71.510.629.8
Exchange adjustment 0.1(3.8)0.3(3.4)
At 2nd October, 2005 213.918.87.00.822.90.6264.0
Charge for the year 14.610.413.75.85.60.550.6
Impairment 22.50.50.11.024.1
Disposals16(9.4)(0.5)(9.9)
Transfer (0.1)0.6(0.7)(0.2)
Exchange adjustment (0.1)(2.9)(0.4)(0.2)(0.2)(0.2)(4.0)
At 1st October, 2006 218.948.820.86.529.40.2324.6
Net book value – 2006 78.7148.5156.542.621.41.7449.4
Net book value – 2005 75.0194.752.813.619.50.5356.1

Intangible assets all have a finite life and are being amortised over their useful lives. Each year, the Group reviews the appropriateness of its intangible assets. The Group tests intangible fixed assets annually for impairment, or more frequently if there are indicators that intangible fixed assets might be impaired. The impairment recognised for the year was £24.1 million (2005 £2.6 million). Of the impairment for the year, £22.4 million relates to write down of radio licences following a softening of the markets they serve, £1.0 million relating to the national newspapers division and £0.8 million relating to the exhibitions division following a downturn in the consumer and gift markets they serve. The Group is satisfied that the carrying value at 1st October, 2006 remains recoverable in full.

When testing for impairment, the recoverable amounts for all the Group’s cash-generating units (CGUs) are measured at their value in use by discounting future expected cash flows. These calculations use cash flow projections based on management approved budgets and forecasts in the case of businesses acquired in the year, the cash flow projections are consistent with the business acquisition plans. Cash flows beyond the initial five-year period are extrapolated using a long-term growth rate. The cash flows are discounted at the Group’s weighted current cost of capital adjusted for the particular risks associated with each CGU.

The Group's material intangible assets are further analysed as follows:

 
Carrying
value
£m
Remaining
amortisation
period
Years
Institutional Investor title10.111.0
Primelocation brand10.24.3
SimplySwitch brand11.04.9
Western Exhibitors brand12.014.3
Perex title13.75.8
Evanta brand14.314.8
Allegran brand15.34.4
Vega 91.5 radio licence16.019.0
Genscape intellectual property16.019.5
Nova 100 radio licence21.215.2
Vega 95.3 radio licence22.018.8
Nova 106.9 radio licence29.618.5
Nova 96.9 radio licence44.914.5

19 Property, plant and equipment

 

Note
Freehold properties
£m
Long leasehold properties
£m
Short leasehold properties
£m
Plant and equipment
£m

Total
£m
Cost
At 3rd October, 2004105.478.346.7773.51,003.9
Owned by subsidiaries acquired 0.40.4
Additions 3.89.85.091.5110.1
Disposals (1.4)(1.3)(104.4)(107.1)
Reclassification to goodwill17(52.3)(52.3)
Exchange adjustment 2.50.51.82.37.1
At 2nd October, 2005110.388.652.2711.0962.1
Owned by subsidiaries acquired154.14.1
Additions 39.31.43.277.0120.9
Disposals (6.2)(0.5)(0.9)(48.4)(56.0)
Owned by subsidiaries disposed16(5.2)(6.7)(2.8)(45.1)(59.8)
Transfers 6.2(6.2)
Exchange adjustment (5.0)(0.3)(1.1)1.6(4.8)
Revaluation adjustment (0.6)(0.1)0.80.1
At 1st October, 2006138.876.350.5701.0966.6
 
At 2nd October, 2005
Held at: Cost108.288.552.0711.0959.7
            Valuation2.10.10.22.4
 110.388.652.2711.0962.1
At 1st October, 2006
Held at: Cost137.876.350.5701.0965.6
            Valuation1.01.0
 138.876.350.5701.0966.6
 

Note
Freehold properties
£m
Long leasehold properties
£m
Short leasehold properties
£m
Plant and equipment
£m

Total
£m
Accumulated
depreciation
 
At 3rd October, 2004 21.127.426.9429.1504.5
Charge for the year 1.52.72.364.671.1
Disposals (0.3)(0.8)(99.2)(100.3)
Reclassification to goodwill17(15.5)(15.5)
Exchange adjustment 0.11.41.5
At 2nd October, 2005 22.330.128.5380.4461.3
Charge for the year31.33.54.061.870.6
Disposals (1.4)(0.1)(0.4)(44.9)(46.8)
Owned by subsidiaries disposed16(0.2)(1.3)(1.5)(28.7)(31.7)
Exchange adjustment (0.1)(0.3)(0.1)(0.5)
At 1st October, 2006 21.932.230.3368.5452.9
Net book value – 2006 116.944.120.2332.5513.7
Net book value – 2005 88.058.523.7330.6500.8

The Group’s properties, other than its specialised buildings, were revalued at 30th September, 1994, on the basis of external valuations and are depreciated over their useful economic lives. Subsequent additions are carried at historical cost, less accumulated depreciation, in accordance with IAS 16 Tangible Fixed Assets. Specialised buildings, being those properties constructed specifically for use in the business, are carried at historical cost less accumulated depreciation.

Group fixed assets include assets in the course of construction as follows:

 Freehold properties
£m
Long leasehold properties
£m
Short leasehold properties
£m
Plant and equipment
£m

Total
£m
Assets in the
course of construction
 
Cost and net book value
At 3rd October, 20040.20.131.531.8
Projects completed(0.4)(26.5)(26.9)
Additions8.918.727.6
Exchange adjustment0.20.2
At 2nd October, 20058.70.123.932.7
Owned by subsidiaries disposed(0.1)(0.5)(0.6)
Projects completed(8.6)(12.8)(21.4)
Additions29.30.332.261.8
Exchange adjustment(0.1)(0.1)
At 1st October, 200629.30.4-42.772.4

No depreciation was charged on assets in the course of construction during the year (2005 £Nil).

The net book value of Group plant and equipment includes £Nil (2005 £24.8 million) in respect of assets held under finance leases mainly held in a number of the Group’s provincial newspaper centres. Depreciation of £1.6 million (2005 £4.8 million) was charged on such assets in the year.

The historical cost and related depreciation of Group properties are set out below:

 Freehold properties
£m
Long leasehold properties
£m
Short leasehold properties
£m
At 3rd October, 2004
Historical cost at end of year114.088.552.8
Aggregate depreciation based on historical cost(22.8)(30.4)(29.3)
At 2nd October, 200591.258.123.5
Historical cost at end of year141.976.351.3
Aggregate depreciation based on historical cost(22.2)(32.6)(31.2)
At 1st October, 2006119.743.720.1

20 Investments in joint ventures and associates

 

Cost of shares
£m


Loans
£m
Share of
post-acquisition
retained reserves
£m


Total
£m
Joint ventures
At 3rd October, 200443.07.8(27.5)23.3
Additions1.71.12.8
Loan repayment(2.9)(2.9)
Disposals(16.2)(3.5)17.9(1.8)
Share of retained reserves(1.1)(1.1)
Exchange adjustment2.30.22.5
At 2nd October, 200530.82.7(10.7)22.8
Additions0.62.22.8
Loan repayment(0.2)(0.2)
Share of retained reserves(2.4)(2.4)
Transfer to investment in subsidiaries(0.1)(0.2)(3.7)(4.0)
Exchange adjustment(0.3)(0.2)0.4(0.1)
At 1st October, 200631.04.3(16.4)18.9

Summarised income statement and balance sheet information in respect of the Group’s joint ventures analysed by business activity is set out below:

 
2006
Revenue
£m

2005
Revenue
£m
2006
Operating
profit
£m
2005
Operating
profit
£m
2006
Assets/
(liabilities)
£m
2005
Assets/
(liabilities)
£m
National newspapers and related activities1.92.4(4.5)0.3(3.7)(6.4)
Regional newspapers and related activities2.00.30.5
Business to business information and careers3.73.11.00.72.2
Euromoney Institutional Investor1.90.40.6
Radio11.210.37.00.519.324.1
Total18.817.73.81.918.318.3
Group’s share of joint ventures’ results 18.922.8

Information on principal joint ventures from the latest available accounts (all incorporated in Great Britain and registered and operating in England and Wales unless otherwise stated).

 Principal
activity
Year
ended
Description
of holding
Group
interest %
Unlisted
A-Z Agentia de Publicitate S.A.
(incorporated and operating in Romania)
Publisher of classified publications31 Dec 05Ordinary50.0%
OYO RMS Corporation
(incorporated and operating in Japan)
Risk management information provider30 Sep 06Ordinary50.0%
Brisbane FM Radio Pty Limited
(incorporated and operating in Australia)
Independent radio operator31 Dec 05Ordinary50.0%
DMG Radio (Perth) Pty Limited
(incorporated and operating in Australia)
Independent radio operator30 Sep 06Ordinary50.0%
 

Cost of shares
£m


Loans
£m
Share of
post-acquisition
retained reserves
£m


Total
£m
Associates
At 3rd October, 2004210.93.6(96.3)118.2
Additions27.22.930.1
Loan repayment(0.4)(0.4)
Share of retained reserves(8.5)(8.5)
Transfer to long-term investments(125.0)52.2(72.8)
Exchange adjustment1.81.8
At 2nd October, 2005114.96.1(52.6)68.4
Additions4.86.311.1
Share of retained reserves1.01.0
Transfer to investment in subsidiaries(4.0)(0.9)(4.9)
Disposals(0.3)(0.3)(0.6)
Exchange adjustment(7.6)0.7(6.9)
At 1st October, 2006107.812.4(52.1)68.1

Summarised income statement and balance sheet information in respect of the Group’s associates analysed by business activity is set out below:

 
2006
Revenue
£m

2005
Revenue
£m
2006
Operating
profit
£m
2005
Operating
profit
£m
2006
Assets/
(liabilities)
£m
2005
Assets/
(liabilities)
£m
National newspapers and related activities163.8142.34.51.8(22.0)(16.6)
Regional newspapers and related activities7.98.2(2.0)(4.8)2.2(2.2)
Business to business information and careers3.02.60.90.61.00.4
Euromoney Institutional Investor6.73.81.81.32.0(2.6)
Exhibitions and related activities41.844.022.424.41.82.7
Radio(0.1)
Net total223.2200.927.623.3(15.0)(13.0)
Group’s share of associates results 68.168.4

Information on principal associates from the latest available accounts (all incorporated and operating in Great Britain unless
otherwise stated).

 
Principal
activity

Year
ended

Description
of holding
Group
interest %
Unlisted
George Little Management LLC
(incorporated and operating in the USA)
Organisers of
trade exhibitions
30 Sep 06Class A and B
membership
interests
40.0%
Independent Television News LimitedIndependent TV
news provider
31 Dec 05Ordinary20.0%
Shopcreator plcInternet e-commerce
software provider
31 Dec 05Ordinary17.0%
Indigo Holidays LimitedTour operator30 Jun 06Ordinary38.0%

Joint ventures have been accounted for under the proportionate consolidation method and associates under the equity method
using unaudited accounts to 1st October, 2006, provided in the case of listed associates that such information is public information at the latest practicable date for inclusion by the Group.

As part of a prior year transaction to acquire a 25% interest in George Little Management LLC, the Group received a preferred profit distribution of US$1.5 million for the first five years to November 2005. The purchase agreement included ‘put and call options’ for the balance of the shares. Details of these commitments are given in Note 40.

The Group has significant influence in Shopcreator plc and participates in its direction through board representation, even though its holding is below 20%.

21 Non-current assets – available for sale investments

 

Note
2005
Listed
£m
2005
Unlisted
£m
2005
Total
£m
At 3rd October, 200420.520.5
Additions0.40.4
Transfer from associates2072.872.8
Provided during year (impairment)6(2.5)(2.5)
Exchange adjustment0.2(0.2)
At 2nd October, 200572.818.691.4
 

Note
2006
Listed
£m
2006
Unlisted
£m
2006
Total
£m
At 2nd October, 200572.818.691.4
Fair value adjustment on adoption of IAS32 and 392.12.1
At 2nd October, 2005 – fair value74.918.693.5
Additions21.20.421.6
Disposals(1.1)(1.1)
Transfer from associates20(1.4)(0.3)(1.7)
Provided during year (impairment)6(13.0)(13.0)
Deficit on revaluation(26.7)(26.7)
Exchange adjustment0.60.6
At 1st October, 200668.05.273.2

The investments above represent investments in listed equity securities and unlisted securities, which are recorded as non-current assets unless they are expected to be sold within one year, in which case they are recorded as current assets. The investments in listed securities have no fixed maturity or coupon rate and the fair value of these investments is based on quoted market prices.

Since there is no active market upon which they are traded, unlisted equity securities are recorded at cost, as their fair values cannot be reliably measured.

Investments are analysed as follows:

 2006
£m
2005
£m
Listed
Gcap Media plc48.273.3
Metal Bulletin plc20.1
Other0.1
 68.473.3
Unlisted
XAP Corporation Inc12.0
Other4.86.1
 4.818.1
 73.291.4

The Group’s investment in XAP Corporation Inc has been impaired by £12.0 million (2005 £Nil) following a review of its carrying value.

Information on principal investments, taken from latest published accounts (incorporated in Great Britain unless stated otherwise).

 
Class of
holding
Group interest
%
Gcap Media plcOrdinary14.3%
The Press Association LimitedOrdinary15.6%
XAP Corporation Inc (taken from the shareholders’ agreement; incorporated and operating in the USA)Preferred18.5%
Metal Bulletin plcOrdinary8.9%

22 Inventories

 2006
£m
2005
£m
Raw materials and consumables13.313.2
Work in progress17.912.7
Finished goods0.10.7
 31.326.6

23 Trade and other receivables

 2006
£m
2005
£m
Current assets
Trade receivables294.4305.5
Prepayments and accrued income38.555.3
Other debtors30.127.7
 363.0388.5
Non-current assets
Trade receivables5.0
Prepayments and accrued income0.52.3
Other debtors4.11.3
 4.68.6
 367.6397.1

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.

24 Trading investments

 
Note
2006
£m
2005
£m
At beginning of year – book value10.516.9
Fair value adjustment on adoption of IAS 32 and 3915.7
At beginning of year – fair value26.216.9
Disposals6(26.2)(6.1)
Exchange adjustment(0.3)
At end of year – fair value10.5

The above investment represented the Group’s investment in Reuters Group plc ordinary share capital.

25 Cash and cash equivalents

 
Note
2006
£m
2005
£m
Cash at bank and in hand97.381.7
Short-term deposits42.5
Cash and cash equivalents97.3124.2
Unsecured bank overdrafts30(1.2)(0.2)
Cash and cash equivalents in the cash flow statement1396.1124.0

26 Trade and other payables

 2006
£m
2005
£m
Current liabilities
Trade payables118.384.3
Interest payable30.929.1
Other taxation and social security28.240.2
Other creditors27.927.4
Accruals and deferred income330.9348.0
 536.2529.0
Non-current liabilities
Other creditors1.69.1
 537.8538.1

The Directors consider that the carrying amount of trade and other payables approximates their fair value.

27 Current liabilities – current tax payable

 2006
£m
2005
£m
Corporation tax payable168.5123.2

28 Acquisition option commitments

 2006
£m
2005
£m
Acquisition option commitments32.7

The Group is party to a number of put options over the remaining minority and majority interests in its subsidiaries, joint ventures, associates and investments. IAS 39 Financial Instruments requires the recognition of acquisition liabilities. The Group has taken advantage of the transitional rules available under IAS 39 and hence the adoption of IAS 39 has no impact on accounting for financial derivatives for 2005. The effective date of adoption of IAS 39 is 3rd October 2005, the discounted present value of these options is £32.7 million (2005 £20.1 million). From 3rd October, 2005 onwards these discounts are unwound as a notional interest charge to the income statement.

29 Derivative financial instruments

The Group’s derivative financial instruments are summarised as follows:

 2006
£m
2005
£m
Current assets
Derivative financial assets39.34.0
Current liabilities
Derivative financial liabilities(4.5)(7.5)
Net derivative financial assets34.8(3.5)

The maturity profile of the Group’s derivative financial instruments is as follows:

 

Fair value
hedges
£m


Cash flow
hedges
£m


Net investment
hedges
£m
Derivatives
not qualifying
for hedge
accounting
£m

Derivative financial assets
£m
2006
Within 1 year24.42.20.326.9
Between 1 – 2 years0.65.00.35.9
Between 2 – 5 years1.41.63.0
Over five years3.53.5
 2.010.10.312.4
 26.412.30.639.3
2005
Within 1 year0.80.8
Between 1 – 2 years
Between 2 – 5 years2.22.2
Over five years1.01.0
 3.23.2
 4.04.0
2006
Within 1 year(0.7)(0.8)(0.1)(1.6)
Between 1 – 2 years
Between 2 – 5 years
Over five years(2.3)(0.6)(2.9)
 (2.3)(0.6)(2.9)
 (2.3)(0.7)(1.4)(0.1)(4.5)
2005
Within 1 year(1.4)(1.4)
Between 1 – 2 years(0.2)(0.2)
Between 2 – 5 years(0.6)(0.6)
Over five years(5.3)(5.3)
 (6.1)(6.1)
 (7.5)(7.5)