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Ulster T.V. PLC (UTV)

  Print      Mail a friend       Annual reports

Monday 15 March, 2004

Ulster T.V. PLC

Final Results

Ulster Television plc

Preliminary Announcement

31 December 2003


('UTV' or 'the Company' or 'the Group')

Preliminary Results

for the year ended 31 December 2003


Ulster Television plc, the multimedia group which broadcasts television and
radio and provides internet services throughout the island of Ireland,
announces its preliminary results for the year to 31 December 2003.

Financial highlights:

  * Group turnover up 14% at £54.0m (2002: £47.3m)
  * Group operating profit before goodwill amortisation up 4% at £15.1m (2002:
  * New Media operating profits trebled to almost £0.9m (2002: £0.3m)
  * Radio operating profit up 23% to £2.5m (2002: £2.0m)
  * Television operating profit £11.8m (2002: £12.3m)
  * Robust business strategy delivered a 4.4% increase in final dividend to
    5.90p (2002: 5.65p) making a total for the year of 10.00p (2002: 9.60p)
Operational highlights:

  * Television advertising revenue increased by 2.1% compared to 3.4% decrease
    for ITV, giving UTV its fourth successive year of outperformance with a
    record share of 2.36% (2002: 2.24%) of ITV advertising market
  * Radio advertising grew by 5.5%
  * Internet business continued exceptional growth with revenues rising by 80%
    to £3.6m (2002: £2.0m)
  * Internet operating margins rose to 22% from 15% in 2002
  * Regulatory safeguards in place to protect the interests of small ITV
  * TV advertising revenues expected to be approximately 10% up in the first
    quarter of 2004
Key dates:

  * 26 March 2004: record date for payment of dividends
  * 8 June 2004: payment of dividends
Commenting on the results, Mr John B McGuckian, Chairman, UTV said:

'We are pleased to announce another year of strong financial results. In a very
competitive and challenging environment, UTV has outperformed ITV for the
fourth successive year with a record share of the ITV advertising market. This
growth continues into 2004 and we expect our TV advertising to be up by 10% for
the first quarter of 2004.

'We also expect growth in radio advertising in 2004 with the first quarter
likely to grow by 4%.

'Our internet business will continue to identify and respond quickly to
opportunities throughout Ireland and we expect to see further strong growth in
both turnover and profitability. Our strategy of diversification into radio and
new media has further strengthened our position as one of the most successful
media groups in Ireland.'

For further information contact:

Ulster Television plc

John McCann, Group Chief Executive 028 9026 2202

Jim Downey, Group Finance Director 028 9026 2176

Orla McKibbin, Head of Press and PR 028 9026 2188

Stakeholder Communications

Tom Kelly, Managing Director 020 7493 3716

Mark Hutcheon, Client Director 020 7493 3716



Your company maintained its outperformance of peer groups throughout 2003 with
all three divisions recording like-for-like revenue growth despite difficult
market conditions. New Media, in particular, showed impressive growth leading
to an almost three-fold increase in its operating profit before goodwill.
Television achieved another record share of ITV advertising revenue while our
radio stations in Ireland demonstrated their effectiveness as a quasi-national
selling proposition.


Group operating profit before goodwill amortisation increased to £15.1m (2002 :
£14.6m) . Television operating profit was down by £0.5m to £11.8m (2002 : £
12.3m) due to higher network programme and pension costs. Radio operating
profit before goodwill amortisation was £2.5m (2002 : £2.0m) and New Media
operating profit before goodwill amortisation almost trebled to £0.9m (2002 : £
0.3m). With net interest payable of £1.3m (2002 : £0.6m) and a loss of £0.2m
(2002 : £0.04m) in joint ventures, the group profit before tax and goodwill
amortisation was £13.6m (2002 : £13.9m).

Your Board recommends a final dividend of 5.90p (2002 : 5.65p) which represents
a 4.4% increase over last year. The final dividend will be paid on 8 June 2004
to shareholders on the Register at the close of business on 26 March 2004. The
Annual General Meeting will be held on 28 May 2004.


Net advertising revenue increased by 2.1% compared to a 3.4% decrease for ITV,
giving us our fourth successive year of outperformance, with a record share of
2.36% (2002 : 2.24%). Our success in improving our share in the previous year
resulted in the much higher charge for network programmes in 2003 of £8.0m
(2002 : £6.8m). Over the past three years, we have managed to mitigate the
worst effects of the advertising recession by increasing our share of the
market and controlling our costs. However, in achieving the former we have been
subject to significant increases in the latter in respect of network programme
costs. With the then proposed merger of Granada and Carlton, our ability to
influence the network programme budget and its allocation would have been
greatly reduced, and we made representations, therefore, to the Independent
Television Commission and the Competition Commission on measures to reduce the
volatility of these costs. I'm pleased to report that the regulations included
appropriate measures to safeguard the interests of the small ITV companies in
the undertakings required to be given by Granada and Carlton.


The results of both Treaty Radio in Limerick, acquired on 24 June 2002, and
City Broadcasting in Dublin, acquired on 20 December 2002, are consolidated in
these accounts. On a like-for-like basis, radio advertising in our three
stations grew by an average 5.5% in the year which was a creditable performance
in relatively sluggish market conditions. Our wholly owned radio sales house,
Broadcast Media Sales, has established itself as a one-stop shop for national
airtime sales in the key markets of Dublin, Cork and Limerick, and also in
Galway for the independently owned local radio station. With the exception of
City Broadcasting in Dublin, all of these stations have market-leading
positions in their areas, which makes them attractive to both national and
local airtime buyers. City Broadcasting is a relatively new entrant to the
competitive Dublin market place and will require some time to establish itself
as a leading player. City Broadcasting made a small loss in the year.

Our joint venture company, Absolute Radio (U.K.) Limited (AR-UK), in which we
hold a 33% interest, has not yet been successful in winning a new radio licence
in Great Britain. All costs in respect of applying for those licences have been
written off. Ofcom, which has taken over the responsibilities of the former
Radio Authority, recently issued guidance on possible new radio licences and,
with our partners in AR-UK, we are assessing the potential of these. Although
focused on applying for new radio licences, AR-UK did take the opportunity of
purchasing an under-performing radio station, Juice FM, in Liverpool from
Forever Broadcasting for £3.2m in September 2003.


Internet revenues continued to grow strongly in 2003, rising by 80% to £3.6m
(2002: £2.0m). This was largely due to the successful launch of a range of Flat
Rate internet services in the Irish Republic and the extension of our Northern
Ireland broadband services to consumers in the Republic of Ireland.

Despite additional costs associated with the launch of these services, tight
cost control and efficiencies of scale increased our operating margin to 22%
(2002 : 15%).

By remaining independent of any single telecommunications provider, we
continued to extend choice for customers across Ireland while delivering value
through reduced charges.


Most market commentators are predicting that total television advertising will
grow by 4-5% in 2004 with ITV achieving growth of about 2-3%. ITV did
experience some growth across January and February but March is expected to be
down. Overall the first quarter is expected to record growth of 2% for ITV.

A recovery in corporate earnings and the stimulus provided by the European
soccer championships in June/July and the Olympics in August should underpin
the cautious optimism which seems to exist in the advertising marketplace.

That optimism has more solid foundations within the marketplace in Ireland
where local television advertising grew strongly in both January and February.
This growth has continued into March and we would expect the increase in our
television advertising revenue to be of the order of 10% in the first quarter
of 2004.

Our radio advertising revenue will also experience growth in the first quarter
but, at an anticipated 4% growth, will not be able to match the performance in
television. The radio market in Ireland remains very short-term but we would
anticipate that the factors pointing to a recovery in television advertising
will have a positive impact also on radio advertising. Profits growth in our
radio division will be tempered by our intention to continue to invest in
listnership growth in our Dublin station.

Our internet business will continue to identify and respond quickly to
opportunities in internet service provision throughout Ireland. Our ability to
market new products to our growing customer base, as well as leveraging our own
media for promotional purposes offers the likelihood of further growth in both
turnover and profitability.


The advertising recession of the past three years has left many media companies
in weakened states. While your company has not been unscathed, nevertheless its
continuing strength is evident in the results presented here. The difference
between success and failure is measured in financial terms but that measurement
reflects the quality of the people who make the difference. On your behalf, I
wish to thank all those people in Board, management and staff who contributed
to your company's success.

John B McGuckian


15 March 2004



While television operations accounted for the bulk of our group operating
profit, radio and new media continued to grow and, in 2003, contributed 22%
(2002 : 16%) of our pre-goodwill operating profit of £15.1m (2002 : £14.6m).

The pre-tax, pre-goodwill profit of £13.6m (2002 : £13.9m) was after charging
net interest of £1.3m (2002 : £0.6m). This increase in net interest charged
resulted from the financing costs in respect of our radio acquisitions in June
and December 2002.

The post-tax, pre-goodwill profit of £10.0m (2002 : £10.0m) was after a tax
charge of £3.6m (2002 : £4.0m). The lower tax charge resulted from the
reduction in the taxable profits for the year, the increase in profits in the
more favourable tax regime in the Republic of Ireland and some prior year
adjustments. These changes produced an effective pre-goodwill tax rate of 26.5%
(2002 : 28.3%).

Earnings per share before goodwill amortisation were 18.81p (2002 : 19.01p).

Net debt at 31 December 2003 was £29.1m (2002 : £27.4m) and represented 1.7
times (2002 : 1.7 times) Earnings Before Interest, Taxes, Depreciation and
Amortisation (EBITDA).


As anticipated, the FRS17 surplus in the defined benefit pension scheme at the
earlier valuation of 30 June 1999 had turned into a deficit at 30 June 2002 due
to the significant fall in the stockmarket. We closed the defined benefit
scheme to new entrants from 21 August 2002, introduced a defined contribution
scheme and consulted with staff to reduce the benefits accruing to members
under the defined benefit scheme. This process was completed during the summer
of 2003 and a new package of benefits was agreed and implemented. Contributions
to the defined benefit scheme re-commenced from 1 June 2003 and a charge of £
0.95m was made under SSAP24. The FRS17 deficit at 31 December 2003 was
estimated at £7.9m (2002: £7.3m) and the SSAP24 pension cost for 2004 is not
expected to be materially different to that in the year under review.


ITV's viewership decline was arrested in 2003 with more attractive programming
and improved scheduling helping to achieve a peaktime share of viewing
comparable to the 31.5% share it recorded in 2002. Despite the availability of
the four terrestrial channels from the Republic of Ireland in our region, UTV's
peaktime share of viewing in 2003 of 33.6% was significantly higher than ITV's,
but was also substantially ahead of our nearest competitor, BBC NI, which took
a peaktime share of 22.7%, and compared favourably to the peaktime share of all
the other commercial television channels which recorded a combined share in our
region of 36.1%. Within that combined share, the four channels originating in
the Republic of Ireland accounted for 5.5% of the peaktime audience in our
region while UTV achieved a peaktime share of 12.9% in the two thirds of homes
in which it is received in the Republic of Ireland.

Our viewership across the island of Ireland underpinned our advertising revenue
outperformance. Net advertising revenue increased to £38.2m (2002 : £37.6m)
with growth being driven by the Irish marketplace which now accounts for more
than half our total television advertising revenue. Other revenue of £1.9m
(2002: £1.4m), which included sponsorship, lifted total television revenue to £
40.1m (2002: £39.0m).

Increases of £1.2m in network programme costs and of £0.9m in pensions costs
were mitigated by all other operating costs reducing by £0.5m due to rigorous
cost control across our operations. Our network programme costs have increased
by £3.1m over the last three years, primarily because of our success in driving
up our share of ITV net advertising revenue but also because of increased
investment by the Network Centre in better performing programmes. Our inability
to exercise any real influence over the network programme budget after a
Granada/Carlton merger was highlighted in submissions which we made to the
Independent Television Commission and the Competition Commission. Our concerns
were acknowledged by both organisations who were able to ensure that
undertakings by Granada and Carlton made provision for the capping at no more
than the rate of inflation of further increases in what we will pay for network
programmes from 2004 onwards. This provides much needed stability in a
substantial proportion of our future cost basis.


County Media in Cork and Treaty Radio in Limerick continued to enjoy leading
positions in their markets with listnership shares of 48% and 33% respectively.
City Broadcasting's listnership share of 5% in Dublin compared to the 17% share
recorded by the independent local radio leader in that market. Research
suggested that our efforts to narrow this gap were being undermined primarily
by negative perceptions of City's trading brand, Lite FM. We have relaunched
the station as Dublin's Q102, which research indicates should be positive with
our target audience, and have set the objective for the new radio management
team to significantly improve our share in 2004.


UTV Internet maintained strong growth throughout the year with the introduction
of innovative products to customers in both Northern Ireland and the Republic
of Ireland. We were able to launch these products as a result of changes in the
regulatory and competitive landscapes in each market, with particular emphasis
on flat-rate and broadband services. Following the extension of our broadband
service into the Republic of Ireland, more than half of our revenues are now
derived from customers in this market.

Bocom, our plasma screen broadcasting operation in the Republic of Ireland,
began to establish itself as a key marketing opportunity within high footfall
locations such as Dublin Airport. The combination of advertising and content
provides an effective means for advertisers to reach their target audience and
a number of high profile advertisers have trialled campaigns.


The operating loss in joint ventures of £0.2m (2002 : £0.04m) related primarily
to our investment in Absolute Radio (U.K.). During the year we wrote off £128k
of costs in respect of unsuccessful applications for new radio licences in
Great Britain and charged £36k in respect of losses in Juice FM.

AR-UK purchased Juice FM in Liverpool on 26 September 2003 for £3.2 m, of which
our contribution was £0.9m for a 37% shareholding. Juice improved its position
to number 2 in a market of 7 local independent radio players where the market
leader's share declined to 15%.

John McCann

Group Chief Executive

15 March 2004

Group Profit and Loss Account

For the year ended 31 December 2003

                                                              2003         2002
                                            Notes             £000         £000
Continuing Operations                                                          
Group and share of joint ventures' turnover                 54,384       47,632
Less : share of joint ventures' turnover                     (423)        (338)
                                                            ------       ------
Group turnover                              2(a)            53,961       47,294
                                                            ------       ------
Group operating profit before goodwill      2(b)            15,139       14,613
Goodwill amortisation                                      (3,777)      (2,298)
                                                            ------       ------
Group operating profit                      2(b)            11,362       12,315
Share of operating loss in joint ventures                    (186)         (42)
before goodwill amortisation                                                   
Share of joint venture goodwill                               (42)            -
Amortisation of goodwill arising from                        (270)        (368)
acquisition of joint ventures                                                  
                                                            ------       ------
Profit on ordinary activities before                        10,864       11,905
interest and taxation                                                          
Interest receivable                                            110          260
Interest payable                                           (1,438)        (884)
                                                            ------       ------
Profit on ordinary activities before                         9,536       11,281
Taxation on profit on ordinary activities   3              (3,615)      (3,951)
                                                            ------       ------
Profit on ordinary activities after                          5,921        7,330
Minority interest                                             (48)            -
                                                            ------       ------
Profit for the financial year attributable                   5,873        7,330
to the Group                                                                   
Ordinary dividends                                         (5,349)      (5,060)
                                                            ------       ------
Transfer to reserves                                           524        2,270
                                                             =====        =====

                                                              2003      2002
Earnings per share                                                          
Diluted                                       4             10.91p    13.64p
                                                             =====     =====
Basic (FRS14)                                 4             11.09p    13.94p
                                                             =====     =====
Adjusted                                      4             18.81p    19.01p
                                                             =====     =====
Diluted adjusted                              4             18.39p    18.51p
                                                             =====     =====
Dividend per share                                          10.00p     9.60p
                                                             =====     =====

Group Statement of Total Recognised Gains and Losses

For the year ended 31 December 2003

                                                               2003       2002
                                                               £000       £000
Profit for the financial year excluding loss of joint         6,122      7,414
Share of joint ventures' loss for the year                    (249)       (84)
                                                         ---------- ----------
Profit for the financial year attributable to members of      5,873      7,330
the parent company                                                            
Exchange difference on retranslation of net assets of         4,320      1,308
subsidiary undertakings                                                       
Exchange difference on loans                                (2,690)      (475)
                                                         ---------- ----------
Total recognised gains and losses for the year                7,503      8,163
                                                              =====      =====

Group Balance Sheet

At 31 December 2003

                                                              2003         2002
                                                Notes         £000         £000
Fixed assets                                                                   
Intangible assets - goodwill                                47,964       47,943
Tangible assets                                              8,894        8,839
Investment in joint ventures                                 1,151        1,010
Other investments                                                1            1
                                                           -------      -------
                                                            58,010       57,793
                                                           -------      -------
Current assets                                                                 
Stocks                                                       3,533        2,986
Debtors                                                     11,718       10,375
Short term cash deposits                                     2,413        4,720
Cash at bank and in hand                                     2,569        3,860
                                                           -------      -------
                                                            20,233       21,941
Creditors: amounts falling due within                                          
one year                                                                       
Creditors                                                 (19,651)     (20,037)
Convertible loan notes                              6      (1,684)            -
                                                           -------      -------
Net current (liabilities)/assets                           (1,102)        1,904
                                                           -------      -------
Total assets less current liabilities                       56,908       59,697
Creditors: amounts falling due after more than                                 
one year                                                                       
Bank loans                                          5     (26,668)     (29,840)
Convertible loan notes                              6            -      (3,362)
Amounts due for film rights                                  (170)        (292)
Provision for liabilities and charges                        (294)        (341)
                                                            ------      -------
                                                            29,776       25,862
Minority interest                                                7            -
                                                            ------       ------
Net assets                                                  29,783       25,862
                                                             =====        =====
Capital and reserves                                                           
Called-up equity share capital                               2,674        2,636
Share premium account                                        2,226          504
Profit and loss account                                     24,883       22,722
                                                            ------      -------
Equity shareholders' funds                          7       29,783       25,862
                                                             =====        =====

Group Statement of Cash Flows

For the year ended 31 December 2003

                                                             2003         2002
                                                Note         £000         £000
Net cash inflow from operating                     8       13,463       18,019
Returns on investments and servicing of                   (1,307)        (730)
Taxation                                                  (3,429)      (4,445)
Capital expenditure and financial                         (2,482)      (1,656)
Acquisitions and disposals                                (1,866)     (21,454)
Equity dividends paid                                     (5,171)      (4,920)
                                                           ------       ------
Net cash outflow before use                                                   
of liquid resources and financing                           (792)     (15,186)
Decrease in cash on deposit                                 2,307        3,091
                                                          -------      -------
                                                            1,515     (12,095)
Financing                                                 (2,915)       12,742
                                                          -------      -------
(Decrease)/increase in cash                               (1,400)          647
                                                            =====        =====
Reconciliation of Net Cash Flow to                                            
Movement in Net Debt                                                          
                                                             2003         2002
                                                             £000         £000
(Decrease)/increase in cash in the year                   (1,400)          647
Cash inflow from decrease in cash on                      (2,307)      (3,091)
Cash inflow from increase in loans                              -     (31,440)
Repayment of loans and debentures                           2,997       18,698
                                                          -------      -------
Change in net debt resulting from cash                      (710)     (15,186)
Loan acquired on acquisition                                (157)        (715)
Financial liability waived from a third                       144            -
Conversion of loan notes                                    1,678          388
Translation difference                                    (2,581)      (1,234)
                                                          -------      -------
Movement in net debt in the year                          (1,626)     (16,747)
Net debt at 1 January                                    (27,425)     (10,678)
                                                          -------      -------
Net debt at 31 December                                  (29,051)     (27,425)
                                                            =====        =====

Notes to the Financial Statements

At 31 December 2003

1. Basis of preparation

The results for the years ended 31 December 2003 and 31 December 2002 are an
abridged extract of the Group's full accounts on which the auditors have issued
unqualified reports. The Group's full accounts for the year ended 31 December
2002 have been filed with the Registrar of Companies.

The financial information contained in this statement does not constitute full
accounts within the meaning of Article 262 of the Companies (Northern Ireland)
Order 1986.

2. Turnover and segmental analysis

Turnover is generated principally from the UK with all radio activity generated
in the Republic of Ireland. Turnover and group operating profit on ordinary
activities before tax are analysed as follows:

                                              2003                                2002
                  Sales to      Inter-                Sales to      Inter-            
                     third   Segmental       Total       third   Segmental       Total
                   parties       Sales       Sales     parties       Sales       Sales
                      £000        £000        £000        £000        £000        £000
(a) TURNOVER                                                                          
Area of                                                                               
Television          40,134         335      40,469      39,028         166      39,194
Radio               10,062          58      10,120       6,284          23       6,307
New Media            3,765          60       3,825       1,982          60       2,042
               ----------- ----------- ----------- ----------- ----------- -----------
Total               53,961         453      54,414      47,294         249      47,543
                     =====       =====       =====       =====       =====       =====

                                               2003                                  2002
                 Operating                             Operating                         
                    Profit                    Group       Profit                    Group
                    before                                before                         
              amortisation Amortisation   operating amortisation Amortisation   operating
               of goodwill  of Goodwill      profit  of goodwill  of Goodwill      profit
                      £000         £000        £000         £000         £000        £000
(b) GROUP                                                                                
Area of                                                                                  
Television          11,750            -      11,750       12,263            -      12,263
Radio                2,514      (2,883)       (369)        2,049      (1,865)         184
New Media              875        (894)        (19)          301        (433)       (132)
               -----------  ----------- -----------  -----------  ----------- -----------
Total               15,139      (3,777)      11,362       14,613      (2,298)      12,315
                     =====        =====       =====        =====        =====       =====

3. Tax on profit on ordinary activities

                                                    2003        2002
                                                    £000        £000
Current tax:                                                        
UK corporation tax on profits for the period       3,563       3,686
Adjustments in respect to previous years           (179)        (80)
                                              ----------  ----------
                                                   3,384       3,606
Foreign tax:                                                        
ROI corporation tax on profits for the               288         213
Adjustments in respect to previous years             (1)          25
Share of joint ventures' current tax                   -          33
                                              ---------- -----------
Total current tax                                  3,671       3,877
Deferred tax:                                                       
Origination and reversal of timing                 (187)          74
Adjustments in respect of previous periods           131           -
                                             ----------- -----------
                                                   3,615       3,951
                                                   =====       =====

4. Earnings per share

Basic earnings per share, in accordance with Financial Reporting Standard No14
(FRS 14), is calculated on the weighted average number of shares in issue
during the period being 52,959,243 (2002: 52,588,774) and is based on profit
for the financial year after exceptional items and taxation of £5,873,000
(2002: £7,330,000).

Diluted earnings per share is calculated on 54,678,391 shares (2002:
54,707,077) reflecting the dilutive potential of the Convertible Loan Notes
(1,309,746 shares (2002: 1,588,261)) and Share Option Schemes (409,402 shares
(2002: 530,042)). The calculation is based on profit for the financial year of
£5,964,795 (2002: £7,462,275) reflecting an adjustment for net interest payable
on the Convertible Loan Notes of £91,795 (2002: £132,275).

An adjusted earnings per share has been calculated to exclude the impact on
profit of goodwill amortisation.

                                                         2003      2002
                                                            p         p
Diluted earnings per share                              10.91     13.64
To reflect the dilutive potential of the                 0.09      0.14
Convertible Loan Notes                                                 
To reflect the dilutive potential of the Share           0.09      0.16
Option Schemes                                                         
                                                        -----     -----
Earnings per share (FRS 14)                             11.09     13.94
Goodwill amortisation                                    7.72      5.07
                                                        -----     -----
Adjusted earnings per share                             18.81     19.01
To reflect the dilutive potential of the               (0.28)    (0.19)
Convertible Loan Notes                                                 
To reflect the dilutive potential of the Share         (0.14)    (0.31)
Option Schemes                                                         
                                                        -----     -----
Diluted adjusted earnings per share                     18.39     18.51
                                                        =====     =====

5. Bank loans

                                                              2003         2002
                                                              £000         £000
Amounts falling due:                                                           
In one year or less or on demand                             5,681        2,803
In more than one year but not more than two years           12,583        5,240
In more than two years but not more than five years         14,085       24,600
                                                       -----------  -----------
                                                            32,349       32,643
Less included in creditors: amounts falling                                    
due within one year                                          5,681        2,803
                                                       -----------  -----------
                                                            26,668       29,840
                                                             =====        =====

6. Convertible loan notes

Convertible loan notes amounting to £3.75m were issued during 2000 as part
consideration for the acquisition of UTV Internet Limited. Interest was charged
at Northern Bank base rate plus 0.45% up to 28 February 2003 and thereafter at
Northern Bank base rate plus 0.25%. The loan notes are convertible into
ordinary shares of 5p each fully paid in the Company on the basis of one
ordinary share for each £2.30 of nominal value of loan notes.

On 15 September 2003 convertible loan notes amounting to £1,678,000 were
converted into 729,565 Ordinary Shares.

7. Reconciliation of shareholders' funds and movement on reserves

                                                              2003         2002
                                                              £000         £000
Balance at 1 January                                        25,862       22,371
Conversion of Loan Notes                                     1,678          388
Exercise of Share Options                                       82            -
Profit for the year                                          5,873        7,330
Dividends                                                  (5,349)      (5,060)
Exchange difference on retranslation of net assets                             
of subsidiary undertakings                                   4,327        1,308
Exchange difference on loans                               (2,690)        (475)
                                                       -----------  -----------
Balance at 31 December                                      29,783       25,862
                                                             =====        =====

On 3 April 2003 options totalling 41,544 were exercised and this number of
shares were issued for a consideration of £81,842.

8. Reconciliation of operating profit to net cash flow from operating

                                                              2003         2002
                                                              £000         £000
Operating profit                                            11,362       12,315
Depreciation charges                                         1,741        1,498
Amortisation of goodwill                                     3,777        2,298
Profit on sale of tangible fixed assets                       (42)         (22)
Increase in stocks                                           (547)        (316)
(Increase)/decrease in debtors                               (892)          497
(Decrease)/increase in creditors                           (1,909)        1,701
(Decrease)/increase in provisions                             (27)           48
                                                       -----------  -----------
                                                            13,463       18,019
                                                             =====        =====

This summary has been approved by our Directors for release to the Press today
15 March 2004 and the full printed Annual Report and Accounts will be posted to
Shareholders and Stock Exchanges on 28 April 2004. Copies will be available to
the public at the Company's registered office Ormeau Road, Belfast BT7 1EB from
that date.


a d v e r t i s e m e n t