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Interim Results

14th Sep 2005 07:00

Incisive Media PLC14 September 2005 Embargoed until 07.00 14 September 2005 INCISIVE MEDIA PLC INTERIM RESULTS FOR THE PERIOD ENDED 30 JUNE 2005 Incisive Media plc announces half year results for the period ended 30 June2005. Incisive Media is a fast growing specialist business informationprovider, delivering key information to defined target audiences across avariety of platforms in print, in person and online, including magazines,newsletters and books, conferences, exhibitions and training, websites anddatabases. Incisive Media is focused on high value, growth markets, andproviding targeted and integrated marketing solutions where we bring the buyerwith the seller together. Incisive Media's market leading brands include Risk,Investment Week, Post Magazine, Your Mortgage, Unquote and Search EngineStrategies. FINANCIAL AND OPERATING HIGHLIGHTS Unaudited Unaudited 6 months to 6 months to 30/06/05 30/06/04 Change £'000 £'000 % Revenue 24,025 21,369 +12% PROFIT AS REPORTED ON A STATUTORY BASIS Operating profit 5,019 4,923 +2% Operating margin 21% 23% Profit before tax 3,899 3,797 +3% Profit for the financial period 2,755 2,822 -2% Basic earnings per share 3.00 3.28 -9%Diluted earnings per share 2.95 3.21 -8% PROFIT AS REPORTED ON AN ADJUSTED* BASIS(see note 3) Adjusted operating profit 5,498 5,194 +6% Adjusted operating margin 23% 24% Adjusted profit before tax 4,378 4,068 +8% Adjusted profit for the financial period 3,234 3,093 +5% Adjusted basic earnings per share 3.52 3.60 -2%Adjusted diluted earnings per share 3.46 3.52 -2% Interim dividend 0.90 0.75p +20% • Revenues up 12%• Profit before tax up by 3% and adjusted profit before tax up 8%• 20% increase in the interim dividend• 138% cash conversion rate of adjusted operating profits• Recently announced acquisitions of Search Engine Strategies Adjusted* = before amortisation of intangible assets arising on acquisitions,charges for share based payments and charges for holiday pay accrued but nottaken Tim Weller, Chief Executive of Incisive Media plc, commented: "We made good progress in the first half-year in developing and extending ourhigh-margin portfolio of professional information business, despite unevenconditions from month to month in some of our chosen markets. "After a positive start to the year with underlying revenue growth in all thedivisions of the business, performance in April and May was more mixed, withcontinued growth in our Financial Services division but tougher trading in theRisk Management and Insurance Services divisions. Trading in June was back ontrack for the Group as a whole. We have invested for organic growth, both inthe existing portfolio and by launching new products, and we expect to see someof the benefits of these efforts to start coming through during the second half.We continue to pursue opportunities to grow the business through acquisition,and we were delighted to be able to announce recently the purchase of the marketleading tradeshow and content provider, Search Engine Strategies. "The principal markets we address remain strong, with positive long termoutlooks. As the communities we serve become increasingly sophisticated, anddemand more specific, targeted, marketing solutions, we believe that we are in astrong position to capitalise on this trend given our focus on customerpartnering, our reputation for innovation and our wide and deep mix of products.Traditionally for us, the second half of our year is stronger than the firsthalf, and we remain confident of prospects for the full year." END For further information, please contact: Tim Weller Chief Executive +44 (0) 20 7484 9700 Incisive Media plc [email protected] www.incisivemedia.com Jamie Campbell-Harris Group Finance Director +44 (0) 20 7484 9700 Incisive Media plc [email protected] www.incisivemedia.com Anthony Payne Peregrine Communications +44 (0) 20 7484 9983 +44 (0) 7930 643 983 [email protected] Notes: • There will be an analyst briefing at 9.30 am on Wednesday 14 September, 2005 at the offices of Investec, 2 Gresham Street, London EC2V 7QP. • Photographs of Tim Weller and Jamie Campbell-Harris are available at www.incisivemedia.com INCISIVE MEDIA PLC INTERIM RESULTS FOR THE PERIOD ENDED 30 JUNE 2005 Overview for the period We made good progress in the first half-year in developing and extending ourhigh-margin portfolio of professional information business, despite unevenconditions from month to month in some of our chosen markets. First half reported revenues were up 12% at £24.03m (2004: £21.37m) whileunderlying revenues, which exclude the effect of acquisitions, grew by 5%.After a positive start to the year with revenue growth in all the divisions,performance in April and May was more mixed. While we saw continued growth inour Financial Services division, trading was tougher in the Risk Management andInsurance Services divisions, with weaker sponsorship and advertising revenues.Trading for June was back on track for the Group as a whole. We have invested for organic growth, both in the existing portfolio and bylaunching new products, and we expect to see some of the benefits to startcoming through during the second half. We continue to pursue furtheracquisitions, and we were delighted to be able to announce recently the purchaseof the market leading tradeshow and content provider, Search Engine Strategies("SES"). This acquisition takes us into a new, important and growing marketniche, internet search. Profit before tax grew by 3% to £3.90m (2004: £3.80m) but diluted earnings pershare fell by 8% to 2.95p (2004: 3.21p). To assist understanding of the underlying operating performance of the Group, weare also reporting adjusted profit and earnings per share numbers excluding theeffects of amortisation of certain intangible assets, the value of share basedpayments, and holiday accrued but not yet taken. On this basis, adjusted profitbefore tax was up 8% at £4.38m (2004: £4.07m), and adjusted diluted earnings pershare were down 2% at 3.46p (2004: 3.52p), compared to the same period lastyear. On the same adjusted basis operating margins were 23% (2004: 24%). Margins fell due to continuing strong product investment over a mixed period forrevenue. During the period we continued to launch new products, which includeda number of new events, such as DWT USA, the Spanish Investment Forum and theEquity Release Roadshow. A new magazine, Life and Pensions, was conceived andresearched during the period, before being launched in July, and two titles,Real Adviser and Global Credit were launched to replace existing products inthe portfolio. We also rolled out our successful web based conferencing model,Conjecture, into several other areas of the business. In addition we haveinvested in our Asia operations and expect to produce a number of new events inthe second half. We continue to look for new acquisition opportunities, and in January weacquired the "SWAY Senate" event which runs in June each year serving the retailinvestment market. This event complements our other events in the FinancialServices division. In August we completed the acquisition of Search EngineStrategies, a series of conferences and exhibitions, supported by two marketleading websites, which deliver key information and education to interactivemarketers and other professionals involved in the search engine industry. Thisis a growing arena for marketing and is a very exciting opportunity in this newfast growing, global, vertical market. We have had a strong focus on improving the speed of debt collection whichcontributed to the excellent cash conversion rate of 138% of underlyingoperating profit to cash. This was also helped by the growth in subscriptionsduring the period. Net debt at 30 June 2005 was £28.9m compared to £35.0m atthe 30 June 2004 and £32.8m at 31 December 2004. Interest cover, based onadjusted operating profit, was a comfortable 4.9 times. The Board has declared an interim dividend of 0.90 pence per share (2004: 0.75pence). The interim dividend will be paid on 1 November 2005 to shareholders onthe share register as at 30 September 2005. Divisional analysis for the period As the Group continues to grow we have re-organised the business into fourdivisions: Financial Services, Risk Management, Insurance Services and Marketing/Other. This better reflects the way in which the Group is managed, as well asthe communities the titles serve. Financial Services division This division now incorporates the former Investment, Mortgage and PrivateEquity businesses. The division performed strongly during the first half withrevenue growth of 31% to £11.31 million. The Investment business performed strongly with 14% underlying revenue growth,driven by events, both on Investment Week, the division's flagship title, andInternational Investment, which increased by 31% and 18% respectively. InJanuary, the Group also acquired the "Sway Senate" event which ran in MonteCarlo in June and boosted overall revenue growth to 22%. The Private Equity business performed in line with expectations, andsuccessfully launched its first conference in January. We are beginning to seethe benefits of the investment we have made so far. The Mortgage business benefited from an excellent performance from MortgageSolutions which helped revenues grow by 20% during the period. Risk Management division During the first half, the Risk Management division delivered revenues of £7.34m(2004: £7.43m). Overall publication revenues for the division grew by 7% during the period, withgood performances from a number of brands and strong growth on subscriptions.We also benefited from the launch, last year, of Structured Products.Conversely, advertising in the flagship brand, Risk Magazine, was disappointingduring April and May, and this resulted in a 12% fall for the half year period. The two major Operational Risk events performed very well, as did our newtraining events and other new initiatives, particularly in Asia. However, theperformances of the two flagship Risk events (USA and Europe) weredisappointing, due to reduced delegate numbers and sponsorship revenue whichcombined to impact profitability. Overall event revenues were down by 15% forthe division in the first half, which was exacerbated by the timing impact oftwo medium sized events which ran in the first half in 2004, but are nowscheduled for the second half of this year. Insurance Services division During the first half, the Insurance Services division delivered revenues of£3.22m (2004: £3.29m). The division benefited from an uplift in subscriptions with 10% growth year onyear and a very positive performance on events which grew 30% across thedivision. Overall performance was, however, adversely affected in the secondquarter by a shortfall on recruitment and display advertising on our flagshiptitle, Post Magazine, leaving revenues for the division 2% down overall. Marketing / Other division Marketing and other services, represents a new division which will comprise thenewly acquired SES as well the existing Market Data, IT and Photographicbusinesses. Revenue for the division for the first half was £2.16m (2004:£2.04m) Waters, our US based financial IT brand, performed very strongly after twodifficult years, but the IT business was adversely affected by a disappointingperformance from the DWT event. Our photography title, BJP, continued toperform satisfactorily. Outlook The principal markets we address remain strong, with positive long termoutlooks, and as the communities we serve become increasingly sophisticated, anddemand more specific, targeted, marketing solutions, we believe that we are in astrong position to capitalise on this trend given our focus on customerpartnering, our reputation for innovation and our wide and deep mix of products. Traditionally for us, the second half of our year is stronger than the firsthalf, and we remain confident of prospects for the full year. Tim WellerChief Executive INCISIVE MEDIA PLCUnaudited interim results for the six months to 30 June 2005Consolidated income statement Unaudited Unaudited Unaudited 6 months to 6 months to 12 months to 30/06/05 30/06/04 31/12/04Continuing operations Note £'000 £'000 £'000 Revenue 2 24,025 21,369 46,492 Cost of sales (14,424) (12,189) (27,081) Gross profit 9,601 9,180 19,411 - administrative expenses before amortisation (4,393) (4,245) (7,514)- amortisation of intangible assets (189) (12) (25)Administrative expenses (4,582) (4,257) (7,539) Operating profit 2 5,019 4,923 11,872 Finance income 107 50 130Finance costs (1,227) (1,176) (2,485) Profit before taxation 3,899 3,797 9,517 Taxation 5 (1,144) (975) (2,810) Profit for the period 3 2,755 2,822 6,707 Attributable to:Minority interest (2) - (6)Equity shareholders 2,757 2,822 6,713 2,755 2,822 6,707 pence pence pence Earnings per share - basic 4 3.00 3.28 7.57Earnings per share - diluted 4 2.95 3.21 7.41 Incisive Media plcUnaudited interim results for the six months to 30 June 2005Consolidated statement of recognised income and expense Unaudited Unaudited Unaudited 6 months to 6 months to 12 months to 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 Exchange differences on translation of foreign operations - 4 12Deferred tax on share based payments 47 42 84 Net gains not recognised in income statement 47 46 96 Profit for the financial period 2,755 2,822 6,707 Total recognised income and expense for the period 2,802 2,868 6,803 Incisive Media plcUnaudited interim results for the six months to 30 June 2005Consolidated balance sheet Unaudited Unaudited Unaudited 30/06/05 30/06/04 31/12/04 Note £'000 £'000 £'000 AssetsNon-current assetsIntangible assets 96,820 93,490 96,339Property, plant and equipment 911 750 797 97,731 94,240 97,136 Current assetsFinancial assets 46 - -Inventories 382 430 467Trade and other receivables 9,619 11,337 10,235Cash and cash equivalents 5,046 2,598 5,334 15,093 14,365 16,036LiabilitiesCurrent liabilitiesFinancial liabilities (8,373) (8,036) (7,385)Trade and other payables (14,469) (14,435) (16,706)Current tax liabilities (2,324) (1,062) (1,972) (25,166) (23,533) (26,063) Net current liabilities (10,073) (9,168) (10,027) Non-current liabilitiesFinancial liabilities (25,569) (27,972) (26,500)Deferred tax liabilities (4,940) (4,899) (5,082) (30,509) (32,871) (31,582) Net assets 57,149 52,201 55,527 Shareholders' equityOrdinary shares 923 913 914Share premium 36,201 35,893 35,903Other reserves 8,582 8,953 8,953Retained earnings 11,451 6,442 9,763 Total shareholders' equity 57,157 52,201 55,533 Minority interest in equity (8) - (6) Total equity 8 57,149 52,201 55,527 Incisive Media plcUnaudited interim results for the six months to 30 June 2005Consolidated cash flow statement Unaudited Unaudited Unaudited 6 months to 6 months to 12 months to Note 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 Cash flows from operating activitiesCash generated from operations 7 7,563 4,690 11,932Interest received 107 30 124Interest paid (1,156) (1,132) (2,435)Tax paid (799) (1,052) (1,843)Net cash from operating activities 5,715 2,536 7,778 Cash flows from investing activitiesAcquisition of subsidiaries (net of cash acquired) - (16,873) (16,851)Acquisition of other investments (450) - -Payment of deferred consideration (2,000) - -Purchase of plant and equipment (284) (210) (430)Payments to purchase intangible assets (141) - -Proceeds from sale of plant and equipment - 8 8Net cash flows from investing activities (2,875) (17,075) (17,273) Cash flows from financing activitiesNet proceeds from the issue of ordinary share capital 307 10,976 10,987Net proceeds from the issue of new bank loans 2,500 9,100 9,100Repayment of bank loans (1,849) (1,458) (3,057)Repayment of loan notes (2,944) (2,119) (2,124)Issue costs of new loans - (166) (196)Dividends paid to shareholders (1,142) (829) (1,514)Net cash used in financing activities (3,128) 15,504 13,196 Net (decrease)/increase in cash and cash equivalents (288) 965 3,701 Cash and cash equivalents at the beginning of the 5,334 1,633 1,633period Cash and cash equivalents at the end of the period 5,046 2,598 5,334 Incisive Media plcUnaudited interim results for the six months to 30 June 2005Notes to the interim statements 1. Basis of preparation These June 2005 interim consolidated financial statements of Incisive Media plcare for the six months ended 30 June 2005. They are covered by IFRS 1,First-time Adoption of IFRS, because they are part of the period covered by theGroup's first IFRS financial statements for the year ended 31 December 2005. These financial statements have been prepared on the basis of the accountingpolicies expected to apply for the financial year to 31 December 2005 applicableto companies under IFRS. The IFRS standards and IFRIC interpretations that willbe applicable at 31 December 2005, including those that will be applicable on anoptional basis, are not known with certainty at the time of preparing theseinterim financial statements. Thus the accounting policies adopted in theseinterim financial statements may be subject to revision to reflect further IFRSstandards, IFRIC interpretations and pronouncements issued between 14 September2005 and publication of the first full set of IFRS financial statements for theyear ending 31 December 2005. As this is the first year when the consolidated financial statements will beprepared under International Financial Reporting Standards (IFRS), thecomparatives for 2004 have been restated from UK Generally Accepted AccountingPractice (GAAP) to comply with IFRS. The restated financial statements for 2004,which include reconciliations and descriptions of the effect of the transitionfrom UK GAAP to IFRS on the Group's equity and its net income and cash flows asat 1 January 2004 and the 2004 full year accounts, are available onwww.incisivemedia.com. The accounting policies of the group under IFRS can befound on www.incisivemedia.com. The accounting policies have been consistently applied to all the yearspresented except for those relating to the classification and measurement offinancial instruments. IAS 39 'Financial Instruments: Recognition andMeasurement' and IAS 32 'Financial Instruments: Disclosure and Presentation'have not been applied to the 6 months ended 30 June 2004 or the 12 months ended31 December 2004. The Group has made use of the exemption available under IFRS 1to only apply IAS 32 and IAS 39 from 1 January 2005 as explained further in Note10. The policies applied to financial instruments for 2004 can be found on theGroup's website above, with the accounting policy for 2005 disclosed separatelybelow. The financial statements have been prepared under the historical cost conventionas modified by the revaluation of available-for-sale financial assets, andfinancial assets and financial liabilities (including derivative instruments) atfair value through profit or loss. The effective portion of changes in the fairvalue of derivatives that are designated and qualify as cash flow hedges arerecognised in equity. The preparation of financial statements in conformity with generally acceptedaccounting principles requires the use of certain critical accounting estimates.It also requires management to exercise judgement in the process of applying theCompany's accounting policies. The areas involving a higher degree of judgementor complexity, or areas where assumptions and estimates are significant to theconsolidated interim financial statements are disclosed within the Group'saccounting policies. Incisive Media plcUnaudited interim results for the six months to 30 June 2005Notes to the interim statements 2. Segmental review Segment information is presented in respect of the Group's business segments.The primary format, business segments is based on the Group's management andinternal reporting structure. The Group comprises the following main businesssegments: Financial Services, Risk Management, Insurance Services and Marketingand Other Services. Segment results include items directly attributable to a segment as well asthose that can be allocated on a reasonable basis. Unallocated items comprisemainly of corporate and head office expenses. Unaudited Unaudited Unaudited 6 months to 6 months to 12 months to 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 RevenueFinancial Services 11,308 8,622 19,923Risk Management 7,344 7,425 14,493Insurance Services 3,215 3,285 8,180Marketing and Other 2,158 2,037 3,896 24,025 21,369 46,492 Unaudited Unaudited Unaudited 6 months to 6 months to 12 months to 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 Operating profitFinancial Services 3,308 3,035 6,926Risk Management 2,237 2,461 4,623Insurance Services 794 817 2,525Marketing and Other 206 305 326Central departments (1,526) (1,695) (2,528) 5,019 4,923 11,872 Incisive Media plcUnaudited interim results for the six months to 30 June 2005Notes to the interim statements 3. Profit for the period Unaudited Unaudited Unaudited 6 months to 6 months to 12 months to 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 Profit for the period is stated after charging:Amortisation of intangible assets - contracted business at date of acquisition 177 - - - software 11 9 19 - other intangible assets 1 3 6Depreciation 159 163 341Holiday pay accrued but not taken 277 205 -Fair value of share based payments 25 66 131 In order to assist the understanding of the underlying performance of thebusiness, the following adjustments have been made to arrive at an adjustedprofit before taxation and are referred to in the Chief Executive's report andfinancial highlights. Unaudited Unaudited Unaudited 6 months to 6 months to 12 months to 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 Operating profit 5,019 4,923 11,872 Amortisation of contracted business at date of acquisition 177 - -Holiday pay accrued but not taken 277 205 -Fair value of share based payments 25 66 131 Adjusted operating profit 5,498 5,194 12,003 Finance income 107 50 130Finance costs (1,227) (1,176) (2,485) Adjusted profit before taxation 4,378 4,068 9,648 Taxation (1,144) (975) (2,810) Adjusted profit for the period 3,234 3,093 6,838 Attributable to:Equity shareholders 3,236 3,093 6,844Minority interest (2) - (6) 3,234 3,093 6,838 Incisive Media plcUnaudited interim results for the six months to 30 June 2005Notes to the interim statements 4. Earnings per share Unaudited Unaudited Unaudited 6 months 6 months to 12 months to 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 Earnings attributable to equity shareholders 2,757 2,822 6,713 number number number Weighted average number of shares in issue in period - basic 91,879,641 85,914,281 88,659,460 Effect of dilutive securities - options to staff 1,676,197 1,971,698 1,889,186Weighted average number of shares in issue in period - diluted 93,555,838 87,885,979 90,548,646 pence pence pence Earnings per share - basic 3.00 3.28 7.57Earnings per share - diluted 2.95 3.21 7.41 Adjusted earnings per share £'000 £'000 £'000 Adjusted earnings attributable to equity shareholders 3,236 3,093 6,844 pence pence pence Adjusted earnings per share - basic 3.52 3.60 7.72Adjusted earnings per share - diluted 3.46 3.52 7.56 5. Taxation The tax charge for the six months to 30 June 2005 is based on the profit beforetax for that period, and results in an effective tax rate of 29.3% (2004:25.7%). 6. Dividends The Company will pay an interim dividend of 0.90 pence per share (2004: 0.75pence). The interim dividend will be paid on 1 November 2005 to shareholders onthe share register at 30 September 2005. The shares will go ex-dividend on 28September 2005. Incisive Media plcUnaudited interim results for the six months to 30 June 2005Notes to the interim statements 7. Reconciliation of profit for the period to cash generated fromoperations Unaudited Unaudited Unaudited 6 months to 6 months to 12 months to 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 Profit for the period 2,755 2,822 6,707 Adjusted for:Tax 1,144 975 2,810Depreciation 159 163 341Profit on disposal of plant and equipment - (3) (3)Amortisation of intangible assets 189 12 25Fair value of share based payments 25 66 131Interest income (107) (50) (130)Interest expense 1,227 1,176 2,485 Changes in working capital (excluding effects of acquisitions)Decrease/(increase) in inventories 85 (124) (162)Decrease/(increase) in trade and other receivables 274 (353) 556Increase/(decrease) in payables 1,812 6 (828) Cash generated from operations 7,563 4,690 11,932 8. Statement of changes in shareholders' equity Unaudited Unaudited Unaudited 30/06/05 30/06/04 31/12/04 £'000 £'000 £'000 Profit attributable to equity shareholders 2,757 2,822 6,713 Exchange differences on translation of foreign operations - 4 12Dividends (1,142) (829) (1,514)Shares issued 307 10,976 10,987Fair value of share based payments 25 66 131Deferred tax on share based payments 47 42 84Fair value loss on financial instruments (524) - - Net movement for the period 1,470 13,081 16,413 Total equity at the beginning of the period 55,527 39,120 39,120 Transitional adjustment on adoption of IAS 39 154 - - 57,151 52,201 55,533 Minority interests (2) - (6) Total equity at the end of the period 57,149 52,201 55,527 Incisive Media plcUnaudited interim results for the six months to 30 June 2005Notes to the interim statements 9. Events after the balance sheet date On 5 August 2005, the Group completed the acquisition of Search EngineStrategies, a series of conferences and exhibitions, supported by two marketleading websites, SearchEngineWatch.com and ClickZ.com, which together serve thegrowing search engine and inter-active marketing sector. The acquisition ofthese US assets for cash of $43.0m from JupiterMedia, Inc. was funded by a mixof debt and the issue of 8.2m new shares to institutional investors. 10. Transition to IFRS Reconciliations, including explanations from UK GAAP to IFRS of the balancesheet as at 1 January 2004 (the date of transition to IFRS), 30 June 2004 and 31December 2004 (the date of the last UK GAAP financial statements) together withthe reconciliations of the consolidated income statement and the consolidatedcash flow statement for the year to 31 December 2004 and the six months to 30June 2004 have been published on the Company's website at www.incisivemedia.com. IAS 39 'Financial Instruments: Recognition and Measurement' and IAS 32 'Financial Instruments: Disclosure and Presentation' have not been applied forthe periods to 30 June 2004 and 31 December 2004 because the Group has taken atransitional exemption and adopted those standards prospectively from 1 January2005. The accounting policy in respect of financial instruments, as applied from1 January 2005, is as follows: Derivatives are initially recognised at fair value on the date a derivativecontract is entered into and are subsequently re-measured at their fair value.The method of recognising the resulting gain or loss depends on whether thederivative is designated as a hedging instrument, and if so, the nature of theitem being hedged. The Group has designated certain derivatives as cash flowhedges. The Group documents at the inception of the transaction the relationship betweenhedging instruments and hedged items, as well as its risk management objectiveand strategy for undertaking various hedge transactions. The Group alsodocuments its assessment, both at hedge inception and on an ongoing basis, ofwhether the derivatives that are used in hedging transactions are highlyeffective in offsetting changes in fair values or cash flows of hedged items. The effective portion of changes in the fair value of derivatives that aredesignated and qualify as cash flow hedges are recognised in equity. The gain orloss relating to the ineffective portion is recognised immediately in the incomestatement. The effect of the transitional adjustment on the balance sheet as at 1 January2005 is as follows: Transition 01/01/05 adjustment 31/12/04 £'000 £'000 £'000Current assetsFinancial assets 409 409 - Non-current liabilitiesFinancial liabilities (26,480) (255) (26,225) Reserves (26,071) 154 (26,225) Independent review report to Incisive Media plc Introduction We have been instructed by the company to review the financial information forthe six months ended 30 June 2005 which comprises the consolidated interimbalance sheet as at 30 June 2005 and the related consolidated interim statementsof income, cash flows and changes in shareholders' equity for the six monthsthen ended. We have read the other information contained in the interim reportand considered whether it contains any apparent misstatements or materialinconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, isthe responsibility of, and has been approved by the directors. The directors areresponsible for preparing the interim report in accordance with the ListingRules of the Financial Services Authority. As disclosed in note 1, the next annual financial statements of the company willbe prepared in accordance with accounting standards adopted for use in theEuropean Union. This interim report has been prepared in accordance with thebasis set out in Note 1. The accounting policies are consistent with those that the directors intend touse in the next annual financial statements. As explained in note 1, there is,however, a possibility that the directors may determine that some changes arenecessary when preparing the full annual financial statements for the first timein accordance with accounting standards adopted for use in the European Union.The IFRS standards and IFRIC interpretations that will be applicable and adoptedfor use in the European Union at 31 December 2005 are not known with certaintyat the time of preparing this interim financial information. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4issued by the Auditing Practices Board for use in the United Kingdom. A reviewconsists principally of making enquiries of management and applying analyticalprocedures to the financial information and underlying financial data and, basedthereon, assessing whether the disclosed accounting policies have been applied.A review excludes audit procedures such as tests of controls and verification ofassets, liabilities and transactions. It is substantially less in scope than anaudit and therefore provides a lower level of assurance. Accordingly we do notexpress an audit opinion on the financial information. This report, includingthe conclusion, has been prepared for and only for the company for the purposeof the Listing Rules of the Financial Services Authority and for no otherpurpose. We do not, in producing this report, accept or assume responsibilityfor any other purpose or to any other person to whom this report is shown orinto whose hands it may come save where expressly agreed by our prior consent inwriting. Review conclusion On the basis of our review we are not aware of any material modifications thatshould be made to the financial information as presented for the six monthsended 30 June 2005. PricewaterhouseCoopers LLPChartered AccountantsMilton Keynes14 September 2005 This information is provided by RNS The company news service from the London Stock Exchange

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