Guardian Media Group Plc Annual Report and Accounts 2009 Securing the Long-Term Future of the Guardian GMG Annual Report 2009
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Guardian Media Group plc Annual Report and Accounts 2009 Securing the long-term future of the Guardian GMG Annual Report 2009 Contents 01 Introduction 32 Corporate responsibility 02 Group structure 36 Financial review 03 Financial highlights 42 Corporate governance 04 Statement from the chair 47 Report of the directors 07 Chief executive’s review of operations 49 Directors’ remuneration report 08 Introduction 53 Independent auditors’ report 09 Guardian News & Media 54 Profit and loss account 12 GMG Regional Media 54 Statement of recognised income 15 GMG Radio and expense 17 GMG Property Services 55 Balance sheet 19 Trader Media Group 56 Cash flow statement 22 Emap 57 Notes relating to the financial statements 25 Outlook 87 Group five year review 26 Board of directors 89 Company financial statements of Guardian 28 Statement from the chair of the Scott Trust Media Group plc 30 The Scott Trust directors 99 Advisers GMG Annual Report 2009 Securing the long-term future of the Guardian Guardian Media Group (GMG) is one of the UK’s leading multimedia businesses. The diverse portfolio includes national and regional newspapers, websites, magazines, radio stations and business-to-business media. Our flagship is the Guardian newspaper and website. The Group is wholly owned by the Scott Trust, which exists to secure the ongoing editorial independence of the Guardian. Under this unique form of media ownership the Group is able to take a long-term view as it invests in the future and security of the Guardian’s independent, liberal journalism. www.gmgplc.co.uk www.gmgannualreview2009.co.uk 1 GMG Annual Report 2009 Group structure Guardian News & Media GMG Regional Media GMG Radio Turnover £253.6m Turnover £94.5m Turnover £46.6m Publishes the Guardian and Observer Publishes the Manchester Evening News Operates regional radio stations under the newspapers and guardian.co.uk website, and other newspapers across Greater following brands: Real Radio (in North West providing content in print and online, through Manchester, Cheshire, Lancashire, Surrey, and North East England, South and West audio and video, to worldwide audiences. Berkshire and Hampshire. Yorkshire, South Wales and Central Scotland); Operates Guardian Professional, which offers Its two operating businesses are MEN Media Smooth Radio (in North West and North East services in the education, media and public and S&B Media. England, West and East Midlands, Glasgow sectors, and ContentNext Media, the digital and London); and Rock Radio (in Scotland Co-publishes Metro (Greater Manchester) and Manchester). media publishing and events company. with Associated Newspapers. Owns a share in MXR (24.3%), which holds Publishes manchestereveningnews.co.uk and regional digital multiplex licences. websites relating to the other newspapers. Operates Channel M, a television station for Greater Manchester. GMG Property Trader Media Group Emap Services Joint venture (50.1%) Joint venture (29.5%) Turnover £10.7m Turnover £148.3m (GMG share) Turnover £84.2m (GMG share) Provides services to the UK property sector. Publishes a range of leading classified Operates a broad portfolio of business- The portfolio includes market-leading software advertising titles and websites. The to-business media brands: magazines; companies (Vebra, Core Systems and CFP flagship brand is the Auto Trader website information and data products; and Software) and consumer/business-to-business and magazine. exhibitions and events. property portal thinkproperty.com. Other print titles include Top Marques, Bike Key brands include WGSN, Spring Fair, Cannes The division also operates a web Trader, Truck and Plant Trader, Motorhome Lions, CAP, MEED, Health Service Journal, design service. and Caravan Trader and Farmers Trader. Nursing Times, Retail Week and Broadcast. Jointly owned with Apax Partners and Jointly owned with Apax Partners and accounted for as a joint venture. accounted for as a joint venture. Other interests Seven Publishing (41.9%) Turnover £13.3m (GMG share) Publishes customer and consumer magazines (Sainsbury’s, delicious. and other titles). 2 GMG Annual Report 2009 Financial highlights 2009 in context During 2007, the Board decided to reduce the Group’s dependence on classified advertising revenues. Following this decision, the Group sold 49.9% of Trader Media Group in June 2007. The proceeds of this disposal were reinvested in long-term assets (joint venture company Emap and an investment fund) from which the Group will not take an immediate return. The result of this rebalancing and diversification of the portfolio is that the Group has significantly reduced its exposure to risk. As anticipated, a further result of this restructuring has been a fall in operating profit (also driven by the recession, which has led to a decline in revenue). In effect, the Group has exchanged short-term profit for long-term security. The strategy is explained in the statement from the chair. An analysis of the results is included in the financial review. Turnover (£m) EBITA (before exceptional items) (£m)1 (Including share of Trader Media Group and Emap) 2005 705.0 2005 130.1 2006 700.3 2006 118.6 2007 716.1 2007 114.3 2008 502.1 625.7 2 2008 52.8 2009 405.4 637.92 2009 21.4 Net assets (£m) Profit/(loss) before taxation (£m) 2005 424.9 2005 53.7 2006 467.3 2006 66.4 2007 533.3 2007 97.7 2008 836.3 2008 306.4 3 2009 753.9 2009 (89.8)4 Cash and cash equivalents (£m) Debt (net of issue costs) (£m) 2005 67.3 2005 412.2 2006 75.4 2006 394.4 2007 35.3 2007 151.7 2008 577.5 5 2008 65.9 2009 83.2 2009 79.6 1 EBITA is defined as operating profit before exceptional items and amortisation of intangible assets. 2 The dotted lines in 2008 depict Group turnover including share of joint venture company Trader Media Group. In 2009, the dotted lines depict Group turnover including share of joint venture companies Trader Media Group and Emap. 3 Includes an exceptional gain of £335.2 million broadly in respect of the profit on disposal of 49.9% of Trader Media Group in June 2007. 4 Includes £24.4 million of fair value losses on forward exchange contracts, £27.2 million of joint venture fair value losses on interest rate swaps and debt, and £26.4 million of subsidiary and associate company impairment of goodwill and intangibles. 5 Group cash balance at 30 March 2008. In early April 2008, deferred consideration in respect of the Emap transaction of £209.0 million was paid. Also during 2008/09 a gross investment of £212.6 million was transferred to a long-term investment fund. 3 GMG Annual Report 2009 Statement from the chair Amelia Fawcett CBE, chair 4 GMG Annual Report 2009 Statement from the chair Guardian Media Group has a number a statutory loss after taxation of £74.0 Consequently, the focus of these of advantages over its peers in the million (2008 profit £307.2 million) on investments for GMG is more on capital creative industries. turnover from continuing operations of growth than cash generation. Our return £405.4 million (2008 £502.1 million). from these businesses will be taken on exit. The Company’s ownership by the Scott Trust, its unique ethos and purpose, and While declining revenues were a factor in In other words, taken by itself, the Group’s the recent diversification of its portfolio this performance, the reported loss is also reported loss gives only a partial view of offer some protection from the current due to the restructuring of the portfolio over our financial position and health. This is economic storm. the last two years – specifically the partial explained in detail in the financial review sale of TMG and, for the first time this year, on page 36. Our goal is constant. We are here to inclusion of the long-term investment fund fulfil the purpose of the Scott Trust: Our long-term investment fund, created and Emap joint venture. This restructuring guaranteeing the financial security and during 2008/09, was affected by the global followed a Board decision to rebalance and editorial independence of the Guardian economic crisis, but continues to fulfil its de-risk the portfolio by divesting 49.9% of in perpetuity. We continue to have purpose of spreading risk internationally TMG and reinvesting the proceeds in long- confidence in our ability to do that. and across a wide range of sectors and term assets. Thus, Scott Trust ownership, asset classes. It remains a very important We can point to many other positives: the lack of institutional shareholders and part of our strategy to safeguard the future we have net cash rather than net debt; a far-sighted approach to investment have of the Guardian. we have a number of sound long-term allowed the Group to place long-term investments; our businesses continue to be security before short-term profit. Despite the relative strength of our long- bold and innovative; our people are among term financial position, we are part of the very best in the industry; and the an industry facing fundamental threats Guardian’s superb journalism is reaching “ The Guardian’s to many existing business models. an expanding global audience through the To a greater or lesser degree all of our growth of its website. superb journalism businesses are engaged in the process of restructuring and redesigning themselves Nonetheless, 2008/09 was an extremely in light of massive changes in the use difficult year for most parts of the media is reaching an of technology and in consumer and industry, including areas of our own advertiser behaviour – the negative effects business. Our Group is not immune to expanding global of which on media companies have been the combined effects of recession and compounded by the recession.