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Annual Financial Report

23rd Nov 2020 07:00

RNS Number : 0853G
Daily Mail & General Trust PLC
23 November 2020
 

 

23 November 2020

 

 

Daily Mail and General Trust plc ('DMGT')

Group results for the year ended 30 September 2020

 

Full Year adversely affected by Covid-19; strong financial position and continued investment

 

· Group results down due to Covid-19 pandemic and planned B2B investment:

o Revenue of £1,211m, down 10% underlying¹

o Cash operating income²of £110m, 9% margin

o Adjusted³ operating profit of £90m, 7% margin

o Adjusted profit before tax of £72m, down 36% underlying

· Adjusted EPS down 32%; reflects reduced profits partially offset by reduced number of shares

· Statutory4 revenue £1,203m, statutory profit before tax £52m and statutory EPS 83.1p

· Strong financial position maintained: pro forma net cash £168m5 and £373m of committed undrawn bank facilities; statutory net cash £185m

· Full year dividend increased +1% to 24.1p

· B2B subscription businesses delivered resilient performance, with underlying revenue growth from Insurance Risk, US Property Information and EdTech

· Consumer Media, UK Property Information and Events & Exhibitions' results impacted by Covid-19 following a good first five months

· Active portfolio management continued with £113m acquisitions and investments and £311m disposals in FY 2020:

o Recent increased investment in Cazoo; fully diluted holding c.20% as at 7 October 2020, £409m valuation

· Suspension of formal guidance continues

 

 

Adjusted³ results

(from continuing and discontinued operations)

Statutory⁴ results

2020

2019

Change~

2020

2019

Reported

Underlying¹

Revenue

£1,211m

£1,411m

-14%

-10%

£1,203m

£1,337m

Cash operating income

£110m

£162m

-32%

-29%

 

Operating profit

£90m

£144m

-38%

-35%

£15m

£67m

Profit before tax

£72m

£145m

-50%

-36%

£52m

£134m

Earnings per share

26.1p

38.6p

-32%

 

83.1p

30.7p

Dividend per share

 

24.1p

23.9p

 

 

 

Paul Zwillenberg, CEO, commented:

"Our experience through Covid-19 has demonstrated the benefits of the transformation we have implemented over the last four years. The pandemic has brought significant disruption and change to our markets but the strategic and financial actions we have taken have ensured that we coped well and remained on the front foot.

 

We have benefitted from our diversified portfolio of market-leading businesses and strong balance sheet. MailOnline performed strongly, growing revenue and profit margin, and RMS achieved a major milestone in the year, delivering a truly unified model and analytics platform that customers are now migrating to. We have also continued our approach of selective investment to take advantage of the opportunities for value-accretive growth ahead. A compelling example of this is our stake in Cazoo which is currently worth over £400 million, a return of over three times on our investment.

 

I am pleased with DMGT's performance in a highly challenging environment and am immensely proud of the way that everyone at DMGT has responded. We have an embedded performance management culture with a ROI mindset and the Group is resilient, adaptable and future-focused. We will, as always, retain our long-term perspective and our confidence in the future is reflected by the Board's recommendation to increase the dividend to 24.1 pence per share."

 

Full Year 2020 Financial Results Summary

 

Segmental performance:

 

Adjusted3 results

Statutory4 results

2020

£m

2019

£m

Change~

2020

£m

2019

£m

Reported

Underlying¹

Revenue:

 

 

 

 

 

 

B2B

606

738

-18%

-7%

599

665

Consumer Media

604

672

-10%

-13%

604

672

DMGT Group

1,211

1,411

-14%

-10%

1,203

1,337

Cash operating income²:

 

 

 

 

 

 

B2B

79

126

-37%

-27%

 

 

Consumer Media

64

78

-18%

-27%

 

 

Corporate costs

(34)

(43)

-21%

-21%

 

 

DMGT Group

110

162

-32%

-29%

 

 

Operating profit:

 

 

 

 

 

 

B2B

69

117

-41%

-32%

24

79

Consumer Media

56

67

-17%

-27%

43

65

Corporate costs

(35)

(40)

-12%

-12%

(40)

(50)

DMGT Group*

90

144

-38%

-35%

26

95

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

* The DMGT Group statutory operating profit shown above excludes the share of operating profits from joint ventures and associates.

 

 

· Revenue of £1,211m; underlying decrease -10%: Events and Exhibitions, Consumer Media and UK Property Information were adversely affected by the Covid-19 pandemic, more than offsetting the resilient performance from Insurance Risk, EdTech and US Property Information, which continued to grow throughout the year.

 

· Cash operating income (Cash OI)² £110m; underlying decrease -29%: primarily due to the operating profit impact of Covid-19 as well as planned increased investment in the B2B businesses, most notably Insurance Risk and Property Information. Cash OI includes £7m of accelerated costs relating to FY 2021 events that have been cancelled or postponed.

 

· Adjusted operating profit £90m; underlying decrease -35%: reflecting impact of Covid-19 and B2B investment; reduced B2B and Consumer Media profit partly offset by reduced Corporate Costs.

 

· Statutory operating profit £15m: decreased from £67m in the prior year, primarily due to the reduction in adjusted operating profit.

 

· Losses from JVs and associates: following the distribution of DMGT's stake in Euromoney in April 2019, the share of adjusted operating losses was £8m compared to profits of £13m in the prior year.

 

· Adjusted profit before tax (PBT) £72m: down an underlying -36%, including £4m underlying reduction in net finance costs to £10m. Statutory PBT £52m (FY 2019 £134m) with the prior year benefitting from gains on disposals.

 

· Tax: adjusted tax charge £13m (FY 2019 £29m); with the adjusted tax rate reducing to 18% (FY 2019 20%), including the benefit of reduced US tax. The statutory tax credit was £1m.

 

· Earnings per share: adjusted EPS down -32% to 26.1p (FY 2019 38.6p). First full year of reduced number of shares at 228m (FY 2019 296m), following the April 2019 Euromoney transaction. Statutory EPS was 83.1p (FY 2019 30.7p) reflecting the profit on disposal of the Energy Information business.

 

· Pro forma net cash5 was £168m as at 30 September 2020, adjusted to exclude £117m cash expected to be made available to the pension schemes and £100m of lease liabilities recognised following the adoption of IFRS 16. The net cash:EBITDA ratio was 1.4 on this basis. Excluding the adjustments described above, the net cash and net cash:EBITDA ratio as at 30 September 2020 were £185m and 1.3 respectively.

 

· Portfolio management: the disposal of Genscape, the Energy Information business, in November 2019 reduced DMGT's sector exposure from six to five, further increasing the focus of the Group's portfolio. BuildFax, the US Property Information business, was sold in October 2019. The Group also strengthened its position in existing sectors with bolt-on acquisitions. The 'i' was acquired for the Consumer Media portfolio in November 2019. Landmark Information Group, the UK Property Information business, strengthened its conveyancing capabilities with the acquisition of OneSearch Direct in December 2019. dmg events acquired 11 small events from CWC Group in April 2020, strengthening its presence in Africa and its leading position in the energy sector, as well as a construction event in February 2020. In March 2020 and October 2020, DMGT increased its investment in Cazoo, an online business which aims to transform the way people buy used cars. DMGT's investment stake is now c.20% on a fully diluted basis and was recently valued at £409m.

 

· Outlook: DMGT manages a diverse portfolio of market-leading businesses. The financial performance in FY 2021 is expected to reflect varying levels of impact from the Covid-19 pandemic and its economic consequences. The Insurance Risk, US Property Information and EdTech businesses are well positioned to deliver continued revenue growth. The outlook for UK Property Information and Consumer Media remains difficult to predict, whilst for Events and Exhibitions, conditions remain particularly challenging. We will continue to invest in our portfolio, to deliver returns consistent with our disciplined approach, and this will impact margins as we build our businesses for the long-term.

 

 

Enquiries

Investors:

Tim Collier, Group CFO

 

+44 20 3615 2902

Adam Webster, Head of Investor Relations

+44 20 3615 2903

 

Media:

Doug Campbell / Paul Durman, Teneo

 

+44 20 7260 2700

 

 Full Year Results presentation

A presentation of the Full Year Results will be given at 9.30am on 23 November 2020 and will be followed by a question and answer session for City analysts and investors. The presentation will be available on our website at www.dmgt.com/webcastfy20 and the dial-in number for questions is +44 (0)330 336 9125, confirmation code 6106593.

 

Financial reporting calendar

The Group's next scheduled announcement of financial information is the first quarter trading update on 21 January 2021.

 

About DMGT

DMGT manages a portfolio of companies that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment. The Group takes a long-term approach to investment and has market-leading positions in consumer media, insurance risk, property information, education technology and events & exhibitions. In total, DMGT generates revenues of around £1.2bn.

 

 

Notes

 

1 Underlying growth rates are on a like-for-like basis, see pages 30 to 32. Underlying revenues, cash operating income2 and operating profits are adjusted for constant exchange rates, the exclusion of disposals and business closures, the inclusion of the year-on-year organic growth from acquisitions and for the consistent timing of revenue recognition. Cash operating income, operating profits and finance costs are also adjusted in respect of IFRS 16, so the calculation methodology is consistent across years. For events, the comparisons are between events held in the year and the same events held the previous time and underlying growth includes the adverse impact of event cancellations and postponements. Consequently, underlying growth rates include all costs for events that were scheduled in FY 2020 and were cancelled or postponed, but exclude all costs associated with events originally scheduled in FY 2021. For Consumer Media, underlying revenues exclude low margin newsprint resale activities. The underlying change in the share of operating profits from joint ventures and associates excludes Euromoney Institutional Investor PLC.

 

2 Cash operating income (Cash OI) is calculated by adding back depreciation and amortisation expenses, which are non-cash items, to adjusted operating profit and then deducting capital expenditure. The depreciation charge on the additional right-of-use assets, which has resulted since 1 October 2019 from the adoption of IFRS 16, the lease accounting standard, is not added back when calculating Cash OI.

 

3 Unless otherwise stated, all profit and profit margin figures in this Full Year Results Report refer to adjusted results and not statutory results. The Board and management team use adjusted results, rather than statutory results, to give greater insight to the financial performance of the Group and the way that it is managed. Similarly, adjusted results are used in setting management remuneration. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, pension finance credits and fair value adjustments. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 24 to 27.

 

4 The statutory results are IFRS figures before any adjustments. Statutory revenue, operating profit and profit before tax figures are for continuing operations only and exclude discontinued operations, namely the Energy Information business, Genscape.

 

5 The actual net cash position as at 30 September 2020 was £185m including £100m of additional lease liabilities in respect of the adoption of IFRS 16, the lease accounting standard, and the net cash:EBITDA ratio was 1.3. The lease liabilities largely reflect the future operating costs of renting office space and are not considered a component of net debt when the Board reviews the Group's available capital. Consequently, they are excluded from pro forma net cash. Excluding the additional lease liabilities, net cash would have been £285m. However, £117m has been made available to the Group's pension schemes but continues to be held as cash by DMGT. The pro forma net cash of £168m as at 30 September 2020 is stated after adjusting net cash to exclude the £117m. The pro forma net cash:EBITDA ratio, including lease costs in EBITDA, was 1.4.

 

The pro forma net cash of £168m includes gross cash of £363m, £204m of bond debt and £8m net cash in respect of collateral and derivatives. Gross cash includes cash, cash equivalents and short-term deposits, net of overdrafts, and excludes the £117m made available to the pension schemes.

 

~ Percentages are calculated on actual numbers to one decimal place.

 

The average £:US$ exchange rate for the year was £1:$1.28 (2019 £1:$1.28). The rate at the year end was $1.29 (2019 $1.23).

 

 

Daily Mail and General Trust plc

Northcliffe House, 2 Derry Street,

London W8 5TT

 

www.dmgt.co.uk

Registered in England and Wales No. 184594

 

Full Year 2020: Strategy Review

 

2020 has been an extraordinary year for everyone. We are proud that the adaptability and dedication of DMGT's employees, customers and business partners enabled a swift, smooth and safe transition to remote working and a subsequent return to the office. Uninterrupted product delivery was achieved throughout, delivering our usual high standards across the Group, with the unfortunate exception of our physical events which all had to be cancelled following the full onset of the pandemic in March.

 

Covid-19 actions

Several initiatives were implemented in response to the Covid-19 situation. There were measured reductions in discretionary spend and, where appropriate, headcount, notably within Consumer Media, Events and Exhibitions and UK Property Information. Investment initiatives were re-prioritised, reflecting changing expected returns, particularly to pursue opportunities as sectors experience faster digitisation trends. A temporary plan was introduced replacing a portion of salary of higher earners with equity in DMGT and this plan ended in June.

 

We continue to support the communities we serve. Mail Force, a charity to source personal protective equipment (PPE) for the NHS, was established, together with Salesforce, in April. It has raised over £11m to date, including generous donations from the Mail's readers, DMGT, Salesforce and other individuals. Landmark provided free access to environmental information to support the design of NHS Nightingale hospitals and Hobsons gave free access to Naviance Curriculum, benefitting more than three million US students. We committed to operating Metro at a loss to ensure the provision of free newspapers for keyworkers and our news titles have supported small businesses, providing £5m of free advertising space.

 

Strategic priorities

In recent years, DMGT has streamlined its portfolio of businesses and is now focused on assets with the potential to drive compelling returns through strong cash flow generation and, or, growth in capital value. The balance sheet has been strengthened significantly over that time, moving into a net cash position. These actions leave the Group well positioned to manage through the economic repercussions of Covid-19 and to continue investing in our businesses to enhance the value of the portfolio.

 

Importantly, the Group's strategy remains the same. We have continued to make good progress against the three strategic priorities which have served DMGT well in its transformation to date.

 

· Increasing portfolio focus: through the disposals of Genscape and BuildFax, we reduced our sectors from six to five. The Group also invested selectively to strengthen existing capabilities in Consumer Media, UK Property Information and Events and Exhibitions. DMGT has maintained a balanced portfolio by geography, business model and across our three portfolio roles: Predictable performers, Growing and delivering, and Businesses for the future.

 

· Improving operational execution: excellent operational execution is embedded in our culture and is a continuous process. Our operational response to the Covid-19 situation demonstrates our agility in this regard, with remote publishing of our newspapers being just one example of how we adapted our operations. Disruption in digital markets has accelerated and we have responded by re-prioritising our product development investment initiatives. We remain committed to ensuring that a high-performance culture pervades everything that we do, through a clear ROI mindset and a focus on cash operating income.

 

· Maintaining financial flexibility: the balance sheet remains strong with pro forma net cash of £168m. We will take advantage of attractive opportunities as they arise, investing for the long term through both organic investment and acquisitions.

 

Capital allocation and dividends

The Group has always taken a long-term approach to capital management and DMGT's capital allocation framework remains unchanged. Organic investment is DMGT's priority and was equivalent to 10% of revenues in FY 2020. The Group continues to invest through the cycle and does not focus on short-term EPS growth. Following reconsideration by the Board during the year, DMGT also remains committed to its policy of delivering dividend per share growth in excess of inflation.

 

With its strong balance sheet, DMGT has capacity for meaningful acquisitions and will remain highly disciplined in its use of capital. We will prioritise the allocation of capital towards opportunities that build on our skills, combining proprietary content, data science and sophisticated analytics, particularly those that deliver insights about risk.

 

 

 

 

Group Financial Review Full Year 2020

 

This review of the audited results for the year ended 30 September 2020 focuses principally on the adjusted3 results, to give a more comparable indication of the Group's business performance. The adjusted results are summarised below:

 

Adjusted results3

(from continuing and discontinued operations)

2020

£m

2019

£m

Change~

Revenue

1,211

1,411

-14%

 

 

 

 

Cash operating income²

110

162

-32%

 

 

 

 

Operating profit

90

144

-38%

Income from JVs and associates

(8)

13

N/A

Net finance costs

(10)

(12)

-17%

Profit before tax

72

145

-50%

 

 

 

 

Tax charge

(13)

(29)

-57%

Minority interest

-

(1)

 

Group profit

59

115

-48%

 

 

 

 

Adjusted earnings per share

26.1p

38.6p

-32%

 

 

 

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Revenue

Group adjusted revenue for the year, including discontinued operations, was £1,211m, an underlying¹ decrease of 10%. Adjusted revenues decreased 14% as the benefit of acquisitions was more than offset by the effect of disposals. Underlying growth was delivered in subscriptions and digital advertising but was more than offset by the decrease in events, print advertising, circulation and transactions, which were significantly affected by the pandemic during the final seven months of the year. The revenue performance for our B2B businesses and our Consumer Media business, on a reported and underlying basis, is summarised below.

 

Adjusted3 revenue

Year-on-year change

Reported

Underlying¹

H1

H2

Year

H1

H2

Year

DMGT Group

-5%

-24%

-14%

0%

-20%

-10%

B2B

-9%

 -27%

-18%

+2%

-17%

-7%

Insurance Risk

+3%

+0%

+2%

+2%

+1%

+2%

Property Information

-16%

-16%

-16%

-2%

-11%

-6%

EdTech

+10%

+3%

+7%

+10%

+4%

+7%

Events and Exhibitions

+6%

 -95%

-33%

+1%

-88%

-35%

Energy Information*

-81%

-100%

-90%

N/A

N/A

N/A

Consumer Media

+1%

-21%

-10%

-2%

-24%

-13%

* The Energy Information business, Genscape, was disposed of in November 2019.

 

Cash operating income

Cash operating income ('Cash OI') was £110m, a £52m decrease compared to the prior year. The Group Cash OI margin was 9%, compared to 11% in the prior year. Cash OI is considered by the Board to be a good indicator of the underlying cash generation of the businesses and it is included as a core element of the incentive plans for all senior management teams. The underlying decrease of 29% was primarily due to the adverse impact of the Covid-19 pandemic on the profitability of Events and Exhibitions, UK Property Information and Consumer Media. It also reflects planned, increased investment in Insurance Risk, Property Information and EdTech. The absolute reduction includes the accelerated recognition of £7m of costs relating to cancelled or postponed events that were scheduled for FY 2021. Corporate cash operating costs decreased by £9m, partly offsetting the underlying reductions in both B2B and Consumer Media Cash OI.

 

 

Cash operating income²

Cash operating income margin

2020

£m

2019

£m

Change~

2020

2019

Reported

Underlying¹

Insurance Risk

35

41

-14%

-14%

14%

17%

Property Information

29

44

-34%

-35%

16%

20%

EdTech

10

8

+21%

+19%

12%

10%

Events & Exhibitions

4

22

-81%

-51%

5%

19%

Energy Information*

1

12

-88%

N/A

20%

16%

B2B Total

79

126

-37%

-27%

13%

17%

Consumer Media

64

78

-18%

-27%

11%

12%

Corporate costs

(34)

(43)

-21%

-21%

 

DMGT Group

110

162

-32%

-29%

9%

11%

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

* The Energy Information business, Genscape, was disposed of in November 2019.

 

Operating profit

Adjusted operating profit of £90m decreased by 35% on an underlying basis and 38% on a reported basis. The Group adjusted operating margin was 7%, compared to 10% in the prior year. As described above, the reduction reflected the impact of the Covid-19 pandemic on revenues as well as investment in the B2B portfolio. The large majority of product development and technology costs continued to be expensed, not capitalised.

 

 

Adjusted3 operating profit

Adjusted operating margin

Statutory4 operating profit

2020

£m

2019

£m

Change~

2020

2019

2020

£m

2019

£m

Reported

UL¹

Insurance Risk

34

40

-17%

-16%

14%

17%

13

40

Property Information

24

41

-42%

-42%

13%

19%

15

15

EdTech

6

4

+34%

+31%

7%

6%

5

3

Events & Exhibitions

4

22

-83%

-52%

5%

19%

(10)

21

Energy Information*

2

8

-81%

N/A

23%

11%

-

-

B2B Total

69

117

-41%

-32%

11%

16%

24

79

Consumer Media

56

67

-17%

-27%

9%

10%

43

65

Corporate costs

(35)

(40)

-12%

-12%

 

(40)

(50)

DMGT Group**

90

144

-38%

-35%

7%

10%

26

95

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

* The Energy Information business, Genscape, was disposed of in November 2019.

** The DMGT statutory operating profit shown above excludes the share of operating profits from joint ventures and associates.

UL: Underlying change

 

Excluding Corporate costs, the B2B businesses generated 55% of the adjusted operating profit in the year, with Consumer Media contributing the remainder. More than half of the Group's adjusted operating profit was generated from outside the UK, with well over a third coming from North America.

 

Profit before tax

Adjusted profit before tax was £72m, an underlying decrease of 36%, with the decrease in adjusted operating profit partly offset by reduced net finance costs. Including the impact of the Euromoney distribution, adjusted profit before tax was £73m less than the prior year.

 

The adjusted tax charge was £13m, a decrease of 57% on last year, due to the reduction in profit before tax and a decrease in the adjusted tax rate to 18%. Adjusted earnings per share of 26.1p decreased by 32%.

 

The statutory profit before tax for the year was £52m, a decrease of £82m on the prior year, due to the lower operating profit and the prior year benefitting from gains on the disposal of continuing operations. Statutory basic earnings per share include the benefit on the disposal of discontinued operations, Genscape, and were 83.1p, a 171% increase on the prior year.

 

 

Dividend

The Board reconsidered the dividend policy carefully during the year and, despite the weaker profit outcome and deteriorating global economy, resolved to leave it unchanged. The policy is to grow the dividend per share in real terms and, in the medium term, to distribute around one-third of the Group's adjusted earnings. It aims to deliver a reliable and predictable dividend growth trajectory, unaffected by fluctuations in earnings or capital gains, while also being sufficiently prudent to make significant investments in the long-term future growth of the business.

 

The decision to recommend a real increase in the dividend reflects the Board's conviction in the appropriateness of the policy and DMGT's ability to deliver earnings growth over time, underpinned by a strong balance sheet.

 

The full year dividend increased by 1% to 24.1p.

 

Statutory reconciliation

The table below sets out the reconciliation from statutory profit before tax to adjusted profit before tax. More detail and explanations are provided on pages 24 to 27.

 

 

2020

£m

2019

£m

Explanation

(as per pages 24 and 25)

Statutory profit before tax

52

134

 

Discontinued operations

147

(33)

1

Exceptional operating costs

24

36

2

Intangible impairment and amortisation

31

69

3

Profit on sale of assets

(177)

(67)

4

Pension finance credit

(4)

(7)

5

Other adjustments

(1)

13

6

Adjusted profit before tax

72

145

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

 

Outlook for FY 2021

The duration and severity of the Covid-19 pandemic remains unclear, with a range of possible outcomes over different timeframes. Consequently, it is still prudent not to provide formal quantitative guidance. What is certain is that we will remain alert, adjusting our behaviour and actions as circumstances change. The Board is confident that DMGT is positioned to withstand these uncertainties of the period ahead and to continue with its long-term approach.

 

Group: the underlying financial performance in FY 2021, for the Group as a whole, will depend on the dynamics of the individual businesses, as described below.

 

B2B: there will be continued significant organic investment in FY 2021, reflecting the opportunities to create value over time. At a business level, we are anticipating the following dynamics:

· Insurance Risk: RMS is expected to continue to deliver modest revenue growth in FY 2021 before a gradual acceleration as the new products and services gain further traction with customers. There will continue to be significant investment in the business, albeit at a slightly reduced level to FY 2020. Profitability is expected to improve in FY 2021 and in the following years as revenue growth accelerates.

· Property Information: market conditions for Landmark in the UK are likely to remain volatile because of the Covid-19 pandemic and its economic repercussions, although its revenues may grow following a particularly weak FY 2020. Trepp is expected to grow sales and benefit from increased demand from its customers. Investment to drive long-term growth in both businesses will continue in the coming year.

· EdTech: revenue growth is expected but at a slower rate, due to pressure on customers' budgets in the US education market caused by the disruption of Covid-19. Significant investment to modernise the core EdTech product platforms will continue and this is expected to reduce profit contribution in FY 2021.

· Events and Exhibitions: the market conditions in the events sector are particularly challenging. Social distancing measures, exhibitors' and delegates' willingness to travel internationally and challenging conditions in the oil, gas and construction sectors are all likely to affect revenues and profitability in FY 2021. Big 5 Dubai and Gastech, two of the business's three largest events, are scheduled to be held this financial year in September 2021. The ADIPEC exhibition, the business's largest event, will not be held until FY 2022. The Group's insurance cover is expected to partly offset the adverse impact of Covid-19 on operating profits.

 

Consumer Media: the advertising market inherently lacks visibility and conditions are likely to remain both challenging and volatile. Circulation volumes are expected to decline from current levels as the structural changes in newspaper readership continue. The cash operating income margin and operating margin will reflect a mix of the revenue dynamics and the benefit of continued cost efficiencies within the newspapers.

 

JVs and associates: are primarily early-stage businesses that DMGT invests in to generate long-term capital value. DMGT neither controls them, nor is operationally involved, unlike subsidiary businesses. The current expectation is that the JVs and associates will continue to generate significant cumulative net losses in FY 2021.

 

Net finance costs: are expected to increase in FY 2021 as a result of significantly reduced interest income on DMGT's gross cash deposits due to lower interest rates.

 

Taxation: the adjusted tax rate will depend on the impact of the Covid-19 pandemic, including on the geographical mix of profits. The FY 2021 rate is currently expected to be in the low twenties.

 

 

Business Review

 

Business to Business (B2B)

 

 

2020

£m

2019

£m

Change~

 

Underlying¹

Change~

Revenue

606

738

-18%

-7%

Cash operating income²

79

126

-37%

-27%

Adjusted3 operating profit

69

117

-41%

-32%

Cash operating income² margin

13%

17%

 

 

Adjusted3 operating margin

11%

16%

 

 

 

Our B2B businesses operate in four sectors: Insurance Risk, Property Information, EdTech and Events & Exhibitions. B2B revenues totalled £606m, down 7% on an underlying basis, compared to 4% underlying growth during the first five months of the year. This reflected the severe impact of the Covid-19 pandemic on the UK Property Information and Events & Exhibitions businesses. The EdTech, Insurance Risk and US Property Information businesses continued to deliver revenue growth and collectively grew revenues an underlying 3%, including 3% over the final seven months of the year. Total B2B revenues decreased by 18% in absolute terms including the impact of disposals. The Energy Information business, Genscape, was disposed of in November 2019, reducing the number of B2B sectors from five to four, and the On-geo and BuildFax Property Information businesses were also disposed of in 2019.

 

B2B cash operating income decreased by an underlying 27% to £79m, reflecting reduced revenues from Events & Exhibitions and UK Property Information, as well as planned investment in Insurance Risk, Property Information and EdTech. Similarly, B2B adjusted operating profits were down an underlying 32% to £69m. The overall B2B cash operating income margin and operating margin decreased to 13% and 11% respectively.

 

Outlook: the B2B financial performance in FY 2021 is expected to continue to be affected by Covid-19, particularly that of the Events & Exhibitions business. There will continue to be significant organic investment, reflecting the opportunities to create value over time. The cash operating income margin and operating margin will depend on the rate at which UK Property Information and Events & Exhibitions revenues recover during the year.

 

 

 

Insurance Risk: RMS

 

 

2020

£m

2019

£m

Change~

 

Underlying¹

Change~

Revenue

248

244

+2%

+2%

Cash operating income²

35

41

-14%

-14%

Adjusted3 operating profit

34

40

-17%

-16%

Cash operating income² margin

14%

17%

 

 

Adjusted3 operating margin

14%

17%

 

 

 

The Insurance Risk business, RMS, provides solutions that help insurers, reinsurers, brokers, financial markets and public agencies evaluate and manage catastrophe risks globally. It leads the catastrophe risk modelling industry that it helped to pioneer, delivering models, data, analytical services and software to its customers, mainly through multi-year subscriptions.

 

Insurance Risk revenues grew by 2% on an underlying and reported basis to £248m, reflecting high contract renewal rates as well as sales to new customers.

 

Investment increased as planned, to accelerate new product releases and unlock exciting long-term growth potential. RMS continues to expense these development costs as they are incurred and the cash operating income margin and adjusted operating margin reflected this, both decreasing to 14% from 17% in the prior year.

 

2020 was a milestone year for RMS. In September, the company launched Risk Modeler 2.0 on the cloud-based Risk Intelligence platform. The launch enables, for the first time, a truly unified model and analytics platform, a goal that has been important to RMS's customers. Through Risk Modeler 2.0, RMS's RiskLink models and seven high-definition ('HD') models now run on the platform, alongside the new 'IQ' applications. This significantly enhances the capabilities of Risk Intelligence, which is offered as software as a service (SaaS) and first launched in May 2019. It opens up opportunities for those customers requiring a fully unified platform, as well as enabling further adoption of HD models.

 

Risk Modeler 2.0 combines familiar features with an enhanced, intuitive user interface. It delivers significantly faster model execution, enables real-time model analytics and improves the price-performance metric for customers, targeting lower total cost of ownership. Customers that have signed up to Risk Modeler 2.0 are now deploying.

 

Risk Intelligence also offers a suite of new advanced applications that are tailored for specific analytics in support of portfolio management and underwriting tasks. ExposureIQ 1.3 was released in September 2020, helping customers gain a quicker assessment of potential losses before, during and after a catastrophic event, and the first customers have been onboarded. TreatyIQ, which is being made available in December 2020 and is in 'Preview' currently, harnesses Risk Intelligence's scale and architecture to enable the analysis of complex reinsurance portfolios. The 'IQ' products support RMS's expansion into the high-growth Insurance Risk Management Analytics market, which is approaching US$2.0bn in size.

 

RMS continues to invest in model development, reflecting an ongoing commitment to build upon its market-leading position. A new HD Europe Convective Storm model was released in the year and updated versions of four other existing HD models were made available on Risk Modeler 2.0. RMS's continued investment in models remains important to customers and helped to expand long-term commercial relationships during the year, as well as win new customers.

 

Priorities in the year ahead: the focus for FY 2021 is on building on the strong foundation of the core business and supporting customers as they deploy on the cloud-based Risk Intelligence platform. RMS is expected to deliver modest revenue growth over the next year before a gradual acceleration as the new products and services gain further traction with customers. Accelerated investment to deliver the product roadmap will continue, albeit at a slightly reduced level to FY 2020. The FY 2021 operating margin is expected to reflect the benefit of the business having passed peak investment and subsequent profitability is expected to improve as revenue growth accelerates.

 

 

Property Information

 

 

2020

£m

2019

£m

Change~

 

Underlying¹

Change~

Revenue

187

222

-16%

-6%

Cash operating income²

29

44

-34%

-35%

Adjusted3 operating profit

24

41

-42%

-42%

Cash operating income² margin

16%

20%

 

 

Adjusted3 operating margin

13%

19%

 

 

 

The Property Information portfolio is comprised of two businesses: Landmark Information Group (Landmark), which operates in the UK and Ireland; and Trepp in the US. Landmark derives revenues from providing services across the value chain, using technology, data and workflow to streamline and help reduce the risk associated with commercial and residential property transactions. The majority of Landmark's revenues are generated from volume-related transactions. Trepp provides risk, valuation and data solutions for the commercial mortgage-backed securities (CMBS) market as well as tools, analytics and models for commercial real estate (CRE) investors and lenders. The majority of Trepp's revenues are from subscriptions.

Property Information revenues for the year decreased 6% on an underlying basis, with continued growth from Trepp insufficient to offset reduced revenues at Landmark, which is the significantly larger business. During the first five months of the year, prior to the onset of Covid-19, revenues were stable. In absolute terms, Property Information revenues decreased 16% due to the disposals of On-geo in June 2019 and BuildFax in October 2019.

 

There was an underlying decrease in Property Information cash operating income and adjusted operating profit, as well as a reduction in margins, due to the lower UK revenues and increased investment in both businesses.

 

Landmark

Property transaction volumes in the UK reduced as a result of the Covid-19 pandemic. The lockdown restrictions affected physical viewings of properties as well as the ability of estate agents, conveyancers and valuers to deliver their services. Landmark's revenues decreased accordingly. We consider there to be an inherent minimum transaction volume in a UK residential market that is functioning normally, due to death, divorce and default. This was breached, with volumes falling significantly below this floor from March through to June 2020, reflecting the distorting impact of the lockdown. Market activity has increased in recent months, supported by reductions in stamp duty introduced in July 2020, although volumes are expected to remain volatile.

 

Landmark made encouraging strategic and operational progress, strengthening its product lines and market position. The business continues to invest in technology to make the processes involved in property transactions more efficient and transparent. Landmark amended its product roadmap, following the onset of Covid-19, to accelerate initiatives that are most likely to benefit from the digitisation of the sector. In December 2019, Landmark made a small bolt-on acquisition, OneSearch Direct, to strengthen its conveyancing capabilities. The business provides property information and conveyancing solutions to solicitors and other customers in England and Wales.

 

Trepp

Trepp's revenue growth was driven by increased demand for its analytics and research, particularly in the banking and CRE sectors. New subscription bookings were notably strong during the second half of the year, including for CMBS products, reflecting customers' desire to understand the risk and cash flow profile associated with debt instruments at a time of heightened market uncertainty. Significant product development in new market opportunities continued in the year to support Trepp's strong position with its customers. Trepp launched TreppCLO, its collateralised loan obligations (CLO) product, on a new integrated platform and continues to enhance the product. Trepp's new data lake, application programming interface (API) and business intelligence tools are expected to form the foundation, over the coming years, of both its unified technology infrastructure and its delivery platform for customers.

 

Priorities in the year ahead: in FY 2021, there will be continued investment to enhance Landmark and Trepp's market-leading positions and drive future revenue growth. Notable initiatives include the integration of technology across Landmark's businesses, facilitating cross-selling opportunities, and the development of a centralised data lake at Trepp. Market conditions for Landmark are likely to remain volatile because of the Covid-19 pandemic and its economic repercussions, although its revenues may grow following a particularly weak FY 2020. Trepp is expected to grow sales and benefit from increased demand from its customers.

 

 

EdTech: Hobsons

 

 

2020

£m

2019

£m

Change~

 

Underlying¹

Change~

Revenue

85

80

+7%

+7%

Cash operating income²

10

8

+21%

+19%

Adjusted3 operating profit

6

4

+34%

+31%

Cash operating income² margin

12%

10%

 

 

Adjusted3 operating margin

7%

6%

 

 

 

The EdTech business, Hobsons, is a leading provider of college and career readiness and student success solutions to the North American education market. Hobsons' products help students to succeed by making informed decisions about their college and career options, as well as helping colleges to attract and retain students. Revenues continued to grow, increasing 7% on an underlying and reported basis. Growth was achieved across each of Hobsons' three product lines: Naviance, the K-12 college and career readiness solution; Intersect, the higher education match and fit business; and Starfish, the higher education student retention and success platform.

 

The US higher education and K-12 markets have been unsettled by the social and economic ramifications of the Covid-19 pandemic. Customer budgets have come under pressure, affecting renewal rates as well as new bookings, and this resulted in slower revenue growth during the second half of the financial year.

 

The cash operating income and adjusted operating profit margins increased, even with ongoing investment in technology and products. Hobsons is part way through a product platform modernisation programme which is expected to reduce future operating costs and enable faster product development. The business also invested in customer-facing features and functionality to drive future revenue growth and enhance its strong market position. The Naviance product was improved by the development of enhanced analytics in respect of student readiness. Over 13,000 schools subscribe to the Naviance platform, with the product available to over 10 million pupils, including over 40% of US high school students. Enhancements were also made to the Intersect and Starfish product suites, with over 1,100 colleges and universities now using these higher education products, driving better customer relationships and growth opportunities.

 

Priorities in the year ahead: significant investment to modernise the core EdTech product platforms will continue and this is expected to depress profitability in FY 2021. Revenue growth is expected but at a slower rate, due to weaker customer budgets. Over the medium term, the business is well positioned to deliver growth and improved cash generation, supported by a continued focus on operational execution and the benefits of platform modernisation.

 

 

Events and Exhibitions: dmg events

 

 

2020

£m

2019

£m

Change~

 

Underlying¹

Change~

Revenue

79

119

-33%

-35%

Cash operating income²

4

22

-81%

-51%

Adjusted3 operating profit

4

22

-83%

-52%

Cash operating income² margin

5%

19%

 

 

Adjusted3 operating margin

5%

 19%

 

 

 

The Events and Exhibitions business, dmg events, is an organiser of B2B exhibitions and conferences with industry-leading events in the energy, construction, interiors, hotel, hospitality and leisure sectors. The business has been severely affected by the impact of Covid-19. To ensure the safety of customers, employees and delegates, no physical events were held in the last seven months of the financial year.

 

Revenues decreased by 35% on an underlying basis for the year, compared to 8% growth in the first five months of the financial year prior to the onset of Covid-19. ADIPEC and Big 5 Dubai, two of the three largest events, occurred in November 2019 and collectively delivered stable underlying revenues despite challenging conditions in the Middle East, notably in the construction sector. Gastech, the third large event, was postponed a year to September 2021 and is still expected to be held in Singapore.

 

The business acted quickly to reduce its cost base but continued to incur overhead costs throughout the year. dmg events also recognised £18m of committed costs relating to events that were cancelled or postponed, of which £7m was accelerated into FY 2020 in respect of events scheduled for FY 2021. The business has insurance cover for communicable diseases, of up to US$20m per financial year until September 2022, and the FY 2020 results include the full benefit of £16m in respect of insurance. Both the cash operating income margin and operating profit margin were 5%, reflecting the non-occurrence of events partially offset by insurance.

 

The acquisition of 11 small events from CWC Group, in April 2020, strengthened dmg events' position in the energy sector, especially in LNG and in Africa. Ethiopia's leading construction event, Addisbuild, was acquired in February 2020, strengthening the Big 5 construction portfolio.

 

Several virtual events have been run and are planned. Although not financially significant, they help to maintain the brand profiles, expand audiences and sustain customer relationships.

 

Priorities in the year ahead: dmg events has worked closely with its major customers and sponsors regarding the timing of scheduled events to ensure they are well attended and safely managed in the new environment. Big 5 Dubai and ADIPEC have been rescheduled from November 2020 to September 2021 and November 2021 respectively. Consequently, the ADIPEC exhibition, the business's largest event, will not be held in FY 2021, although the adverse impact on operating profit is expected to be largely offset by the Group's insurance cover. Similarly, several smaller events in the portfolio will not be held in FY 2021. Sales bookings for the larger events are generally encouraging at this early stage. However, social distancing measures, exhibitors' and delegates' willingness to travel internationally and challenging conditions in the oil, gas and construction sectors are likely to result in reduced revenues and profitability for those events that are held in FY 2021.

 

DMGT believes the longer-term outlook for Events and Exhibitions is strong, as the importance of face-to-face events increases in a digitising world, and the business will continue to launch new events where opportunities arise.

 

 

Energy Information: Genscape

 

 

2020

£m

2019

£m

Change~

 

Underlying¹

Change~

Revenue

7

74

-90%

N/A

Cash operating income²

1

 12

-88%

N/A

Adjusted3 operating profit

2

 8

-81%

N/A

Cash operating income² margin

20%

16%

 

 

Adjusted3 operating margin

23%

11%

 

 

 

DMGT no longer operates an Energy Information division, following the disposal of Genscape for US$364m in November 2019.

 

 

 

Consumer Media: dmg media

 

 

2020

£m

2019

£m

Change~

 

Underlying¹

Change~

Revenue:

 

 

 

 

Daily Mail / The Mail on Sunday

356

406

-12%

-12%

MailOnline

144

140

+3%

+3%

DailyMailTV

8

13

-39%

-39%

Mail Businesses

508

559

-9%

 -9%

Metro

47

79

-40%

-40%

The 'i'

27

-

N/A

-10%

Newsprint and other

22

35

-35%

 -7%

Total Revenue

604

672

-10%

-13%

 

 

 

 

 

Cash operating income2

64

78

-18%

-27%

Adjusted3 operating profit

56

67

-17%

-27%

Cash operating income2 margin

11%

12%

 

 

Adjusted3 operating margin

9%

10%

 

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

The Consumer Media portfolio includes two of the UK's most read paid-for newspapers, the Daily Mail and The Mail on Sunday; Metro, its free newspaper, which was the UK's highest circulation weekday newspaper pre Covid-19; the 'i', the UK national newspaper and website; and MailOnline, one of the world's leading English-language newspaper websites.

 

Covid-19 affected trading from March. In the first five months, revenues grew an underlying 1% but decreased by an underlying 13% over the full year to £604m. Full year underlying growth of 3% from MailOnline was more than offset by a 7% decrease in circulation revenues and a 30% decline in print advertising revenues, exacerbated by reduced readership of Metro.

 

Circulation volumes were impacted by the UK lockdown and circulation revenues decreased 7% on an underlying basis to £284m, with lower volumes partly offset by the benefit of a 10p cover price increase of the Saturday edition of the Daily Mail to £1.10 in January 2020. Total combined advertising revenues across the dmg media portfolio decreased by an underlying 16% to £283m. There was a pronounced reduction in the final seven months of the year, particularly print advertising, whilst the impact on digital advertising was partly offset by increased traffic. Total Consumer Media revenues decreased 10% in absolute terms, benefitting from the inclusion of the 'i', which was acquired for £50m at the end of November 2019.

 

The cash operating income margin and adjusted operating profit margin reduced to 11% and 9% respectively, with the benefit of the 'i' acquisition and continued profit growth from MailOnline more than offset by the challenging trading conditions. Cash operating income and adjusted operating profit both decreased by an underlying 27% to £64m and £56m respectively. The focus on managing costs increased further following the onset of Covid-19 and total costs were down 9%, or £57m, despite the addition of the 'i'.

 

In October 2020, three printing plants were acquired, strategically strengthening dmg media's position in the market.

 

Mail businesses

Revenues for the combined Mail newspaper, website and TV businesses (Daily Mail, The Mail on Sunday, MailOnline and DailyMailTV) decreased by an underlying 9% to £508m, of which £144m was generated by MailOnline. Total advertising revenues across the Mail businesses decreased by an underlying 9% to £231m, including a 26% decline in print advertising revenues, reflecting the impact of Covid-19 as well as the continued structural and competitive challenges facing the UK national newspaper advertising market. Digital advertising accounted for 65% of total advertising across the combined Mail businesses.

 

The Mail newspapers' competitive positions remain strong, with large and growing UK retail market shares held by the Daily Mail and The Mail on Sunday, estimated to be 26.4% and 23.7% for the year respectively6.

 

Demand for the digital version of the Mail newspapers' content increased significantly during the year. The 'Mail+' briefings service, which offers readers additional insight, news and entertainment via video, podcast and articles, was launched in October 2019 and by September 2020 attracted over 120,000 unique visitors a week. Similarly, subscribers to 'The Digital Edition', a paid-for enhanced version of the Mail newspaper, have more than doubled to over 80,000.

 

MailOnline continued to focus on attracting traffic directly to its homepages, on desktop and mobile, or its apps. There was good audience growth in the year, with total average daily global unique browsers, excluding other platforms such as Snapchat and Facebook video, increasing by 38% to 17.3 million. The audience growth included the benefit of indirect traffic, primarily via social media and search platforms, driven by interest in the Covid-19 pandemic. The increase in traffic helped to mitigate the impact of reduced digital advertising spend. Total minutes spent on the site, excluding time viewing videos, increased 14% to a daily average of 145 million. The direct audience accounted for 79% of minutes spent, reflecting continued high levels of engagement with these valuable and loyal consumers. DailyMailTV continues to raise awareness of MailOnline in the US, though the business's own revenues decreased to £8m, compared to £13m in the prior year, and costs were managed appropriately. The show is currently in its fourth season and attracts an average of 1.1 million viewers a day.

 

Metro

Following the onset of Covid-19 and implementation of lockdown measures, Metro's circulation initially reduced to approximately a quarter of the usual pre-Covid level. Readership has increased as more commuters have returned to using public transport but as at September 2020, volumes were still less than half of the pre-Covid level. Revenues decreased by 40% to £47m for the year, reflecting a particularly challenging print advertising market as well as the reduced readership. Prior to Covid-19, Metro had the largest circulation of any weekday newspaper in the UK, read by an average of 2.3m people each day, and had the largest Monday to Friday advertising market share by volume.

 

The 'i'

Revenues from the 'i' decreased an underlying 10% to £27m in the ten months of ownership to September 2020, reflecting the impact of lockdown measures on circulation and the particularly challenging advertising market. Following a review of the acquisition by the UK Competition and Markets Authority, the business was integrated into dmg media's existing infrastructure during the second half of the year, realising all the planned cost savings.

 

Low margin sales of newsprint to other publishers account for the majority of other revenues and these are excluded from underlying revenue growth calculations.

 

Outlook and Priorities in the year ahead

dmg media will continue to harness the value of the Mail and 'i' brands for both readers and advertisers and invest in the quality of their popular journalism. The advertising market inherently lacks visibility and conditions are likely to remain both challenging and volatile until economic confidence returns. Circulation volumes of the Mail and 'i' are expected to decline from current levels. The cash operating income margin and operating margin will reflect a mix of the revenue dynamics and the benefit of continued cost efficiencies within the newspapers.

 

 

Corporate costs

 

 

2020

£m

2019

£m

Change~

 

Underlying¹

Change~

Cash operating costs²

(34)

(43)

-21%

-21%

Adjusted operating costs³

(35)

(40)

-12%

-12%

 

Corporate operating costs decreased by an underlying 12% to £35m, including reduced compensation costs as well as management of the cost base. Corporate cash operating costs decreased by an underlying 21% to £34m, reflecting reduced capital expenditure.

 

 

Joint ventures, associates and investments

 

Share of pre-tax operating profits3

2020

£m

2019

£m

Change~

 

Underlying¹ Change~

Euromoney Institutional Investor PLC

-

23

-100%

N/A

Other joint ventures and associates

(8)

(10)

-25%

-25%

Total joint ventures and associates

(8)

13

N/A

-25%

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

As well as a diverse portfolio of operating companies, DMGT holds minority stakes in early-stage businesses. There were no profits from Euromoney in the year, compared to £23m in the prior year, following the distribution to DMGT's shareholders, in April 2019, of all of the Euromoney shares held by DMGT.

 

The Group's net share of adjusted operating losses from its joint ventures and associates was £8m in the year. This compared to a £13m net profit, including Euromoney, and £10m net loss from other joint ventures and associates in FY 2019.

 

Yopa, a UK hybrid estate agent in which DMGT owns a c.45% stake, made good operational progress during the year. It continues to disrupt the estate agency sector and strengthened its position within a particularly challenged market.

 

As well as joint ventures and associates, DMGT invests in and develops early-stage businesses in which the Group holds smaller stakes. As the percentage holdings are too small or DMGT's level of influence insufficient for the companies to be associates, the Group does not recognise a share of profits or losses from these investments. DMGT's most significant investment is Cazoo, which aims to transform the way people buy used cars in the UK and has the potential to develop into a major business. Cazoo successfully launched its services to customers in December 2019 and DMGT increased its stake from c.19% to c.23% in March 2020. DMGT participated in a subsequent funding round on 7 October 2020 and its stake of c.22%, or c.20% on a fully diluted basis, was valued at £409m, compared to a total cost of £117m.

 

Outlook: DMGT's joint ventures and associates are primarily investment-stage businesses and DMGT does not control them, unlike subsidiaries. The current expectation is that they will continue to generate significant cumulative net losses in FY 2021.

 

 

Net finance costs

 

 

2020

£m

2019

£m

Change~

 

Underlying¹ Change~

Net interest payable and similar charges3

(10)

(12)

-17%

-36%

 

Net interest payable and similar charges were £10m including £13m of charges on bond debt and £8m of interest income. The 17% decrease on the prior year was primarily due to the maturing of £219m of bond debt in December 2018. The decrease in net finance costs was 36% on an underlying basis, after adjusting for £2m of finance costs recognised following the adoption of IFRS 16.

 

The pension finance credit, which is excluded from adjusted results, was £4m, reflecting the pension surplus on an accounting basis. This compared to £7m in the prior year.

 

Outlook: net finance costs are expected to increase in FY 2021 as a result of significantly reduced interest income on DMGT's gross cash deposits due to lower interest rates.

 

 

 

Other income statement items

 

· Exceptional items and amortisation

The exceptional cash costs in the year were £15m, compared to £9m in the prior year. Total exceptional operating costs, including discontinued operations and associates, were £24m (FY 2019 £36m). There were £9m of exceptional severance costs in the year, as headcount was reduced in the Consumer Media, Events & Exhibitions and Property Information businesses, to enhance the future profitability of individual product lines and support the businesses' margins. The costs also included a £20m non-cash charge as a result of amendments to the existing RMS 2015 Equity Incentive Plan to ensure the scheme works appropriately for the broader employee base in light of the current business plan.

 

The charge for amortisation of intangible assets arising on business combinations, including the share from joint ventures and associates, was £11m (FY 2019 £20m). Total impairment charges in the year were £19m, primarily in respect of Events & Exhibitions, compared to £49m in the prior year. The Group recorded other net gains on disposal of businesses and investments, including discontinued operations, of £177m, primarily in respect of the disposal of Genscape, the Energy Information business (FY 2019 £67m).

 

· Taxation

The adjusted tax charge for the year, after excluding the effect of exceptional items, was £13m compared to £29m in the prior year. The adjusted tax rate was 18%, a slight reduction on 20% in the prior year and less than previously expected, primarily due to a reduced US tax charge, reflecting the benefit from the Foreign-Derived Intangibles Income (FDII) incentive.

 

The statutory tax credit for the year was £1m and there was also a statutory tax charge of £11m on discontinued operations, giving a total charge of £10m. There were £3m of net exceptional tax credits in total.

 

Outlook: the adjusted tax rate will depend on the impact of the Covid-19 pandemic, including on the geographical mix of profits. The FY 2021 rate is currently expected to be in the low twenties.

 

 

Pensions

The pro forma net surplus on the Group's defined benefit pension schemes decreased from £332m at the start of the year to £240m at 30 September 2020, calculated in accordance with IAS 19 (Revised). The pro forma surplus includes £117m that has been made available to the pension schemes but which currently remains as cash on DMGT's balance sheet, as well as the statutory net surplus of £123m. During the year, there was an increase in the value of the defined benefit obligation, caused by lower discount rates, and a decrease in the value of the assets.

 

Funding payments into the main schemes were £16m in the year. The actuarial valuation of the pension schemes as at 31 March 2019 showed that the schemes remain in deficit on an actuarial basis. A new funding plan has been agreed with the Trustees. In FY 2021, £121m will be paid into escrow, including the £117m that has been made available to the pension schemes, and direct funding payments into the schemes will be £14m. From FY 2022 to FY 2025 inclusive, payments of £11m p.a. will be made directly into the schemes and, in addition, payments of £7m p.a. will be paid into escrow. Also, in certain circumstances, a contribution of up to 20% of any share buy-backs shall be contributed to the schemes. Contributions will be discontinued should the schemes' actuary agree the schemes are no longer in deficit, calculated on an actuarial basis.

 

A portion of the funds in escrow will be used to fund the schemes between FY 2021 and FY 2027, with the amounts dependent on the actuarial deficit, interest rates and other factors. In FY 2027, some or all of the amount in escrow may be used to fund the schemes, depending on the size of the actuarial deficit, and the remainder will be returned to DMGT.

 

The defined benefit schemes are closed to new entrants and the next actuarial valuation is scheduled for 31 March 2022.

 

 

Net cash and cash flow

Pro forma net cash5 at the end of the year was £168m, a decrease of £79m compared to the start of the year, reflecting £113m spent on acquisitions. Pro forma net cash as at 30 September 2020 is stated after adjusting to:

i) exclude £117m of cash that was made available to the Group's pension schemes in April 2019 but which currently remains as cash on DMGT's balance sheet; and

ii) exclude £100m of lease liabilities that are included in statutory net cash following the adoption of IFRS 16, the lease accounting standard. The lease liabilities largely reflect the future operating cost of renting office space and are not considered a component of net debt when the Board reviews the Group's available capital. Consequently, they are excluded from pro forma net cash.

 

The Group's cash operating income of £110m is stated after £18m of capital expenditure, a significant reduction on £30m in the prior year which reflects a larger proportion of technology costs being expensed directly. The Group remains committed to investing for the long term and organic investment was equivalent to 10% of revenues in the year. Other operating cash net outflows totalled £11m including £18m of funding into the Employee Benefit Trust. Group operating cash flow was £99m, a 110% conversion rate of operating profits to operating cash flow, compared to 109% in the prior year.

 

Pro forma net expenditure on acquisitions and investments, including proceeds from disposals, was £84m. Proceeds from the disposal of the Energy Information business, Genscape, were included in the pro forma net cash at the start of the year and so are excluded from the pro forma cash flow. This included £50m to acquire the 'i' newspaper and website and £37m invested in Cazoo, the early-stage business accounted for as an investment. There were proceeds of £20m from the disposal of BuildFax.

 

Payments in the period included dividends of £55m, pension funding payments of £16m, taxation of £8m and net interest payments of £6m. The weaker US dollar at year end, relative to the prior year end, resulted in an adverse cash revaluation of £9m.

 

The Group's cash, cash equivalents and short-term deposits, net of overdrafts, totalled £480m at year end. On a pro forma basis, excluding £117m made available to the pension schemes, the Group's cash, cash equivalents and short-term deposits totalled £363m. At year end, bond debt was £204m, comprised of £203m of the 6.375% bonds, due 2027 and less than £1m of the 10.0% bonds, due 2021. There was also £8m of net cash in respect of collateral and derivatives. The Group's committed bank facilities, which mature in March 2023, were £373m and were completely unutilised.

 

In May 2020, Fitch reaffirmed DMGT's BBB- investment grade rating. The Group's preferred upper limit for gearing remains a net debt to adjusted earnings before interest, tax, depreciation and amortisation (EBITDA) ratio of 2.0, below the requirements of the Group's bank covenants.

 

The Directors have a reasonable expectation that the Group will continue to operate and meet its liabilities as they fall due for at least one year. Accordingly, they are satisfied that it is appropriate to continue to adopt the going concern basis in preparing DMGT's accounts.

 

Financing and shares

During the year, the Group acquired 2.8m A Ordinary Shares for £20m in order to meet obligations to provide shares under its incentive plans. It utilised 1.0m shares, valued at £7m, and a further 0.3m shares from the Employee Benefit Trust, valued at £2m, to provide shares under various incentive plans. As at 30 September 2020, DMGT had 226.6m shares in issue, including 19.9 million Ordinary Shares, and a further 8.2m A Ordinary Shares held in Treasury and the Employee Benefit Trust7.

 

Dividend

DMGT's dividend policy is to grow the dividend per share in real terms and, in the medium term, to distribute around one-third of the Group's adjusted earnings. The Board reconsidered the dividend policy during the year and decided to leave it unchanged. The decision reflects the Board's conviction in the appropriateness of the policy, its long-term approach and confidence in the Group's ability to deliver earnings growth over time, underpinned by a strong balance sheet.

 

The Board is recommending the payment on DMGT's issued Ordinary Shares and A Ordinary Non-Voting Shares of a final dividend of 16.6 pence per share for the year ended 30 September 2020 (2019 16.6 pence). This will make a total for the year of 24.1 pence (2019 23.9 pence per share), continuing DMGT's long-standing track record of increasing the dividend by more than inflation. The recommended FY 2020 full year dividend is equivalent to 92% of the adjusted earnings per share for the year since short-term earnings have been adversely affected by the impact of Covid-19, disposals and organic investment. The final dividend will be paid on 5 February 2021 to shareholders on the register at the close of business on 4 December 2020.

 

 

Adjusted results; statutory profit before tax (PBT) reconciliation to adjusted PBT

The Board and management team use adjusted results, rather than statutory results, as the primary basis for providing insight into the financial performance of the Group and the way it is managed. Similarly, adjusted results are used in setting management remuneration. Adjusted results exclude certain items which, if included, could distort the understanding of the comparative performance of the business during the year.

 

The tables on pages 26 and 27 show the adjustments between statutory profit before tax and adjusted profit before tax, by business, for both FY 2020 and FY 2019.

 

The explanation for each type of adjustment is as follows:

1) Discontinued operations: the adjusted results include the pre-disposal results of discontinued operations, namely Genscape, the Energy Information business, whereas statutory results only include continuing operations. The gain on the disposal of Genscape in FY 2020 is excluded from both statutory and adjusted profit before tax.

2) Exceptional operating costs: businesses occasionally incur exceptional costs, including severance and consultancy fees, in respect of a reorganisation that is incremental to normal operations. These are excluded from adjusted results.

3) Intangible impairment and amortisation: when acquiring businesses, the premium paid relative to the net assets on the balance sheet of the acquired business is classified as either goodwill or as an intangible asset arising on a business combination and is recognised on DMGT's balance sheet. This differs to organically developed businesses where assets such as employee talent and customer relationships are not recognised on the balance sheet. Impairment and amortisation of intangible assets and goodwill arising on acquisitions are excluded from adjusted results as they relate to historical M&A activity and future expectations rather than the trading performance of the business during the year. Software, including products, is also recognised as an intangible asset on the balance sheet but the ongoing amortisation of software is similar to the depreciation of tangible assets and is an everyday cost of doing business, so is included in both statutory and adjusted results.

4) Profit on sale of assets: the Group makes gains or losses when disposing of businesses, for example on the disposal of BuildFax, the US Property Information business, in FY 2020. These items are excluded from adjusted results as they reflect the value created since the business was formed or acquired rather than the operating performance of the business during the year. Similarly, the gains or losses made by joint ventures or associates when disposing of businesses are excluded from adjusted results.

5) Pension finance credit: the finance credit on defined benefit schemes is a formulaic calculation that does not necessarily reflect the underlying economics associated with the relevant pension assets and liabilities. It is effectively a notional credit and is excluded from adjusted results.

6) Other adjustments: other items that are excluded from adjusted results include changes in the fair value of certain financial instruments and changes to future acquisition payments. They are considered to be unrelated to the ongoing cost of doing business. The share of joint ventures' and associates' tax charges is included in statutory profit before tax but, since it is a tax charge, is excluded from adjusted profit before tax. The share of joint ventures' and associates' interest charges is reclassified to financing costs in the adjusted results.

 

Reconciliation: Statutory profit to adjusted profit - FY 2020

 

 

£ millions

Note

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

JV&AH

DMGT Group

 

Statutory operating profit

 

13

15

5

(10)

-

43

(40)

(11)

15

 

Discontinued operations

1

-

-

-

-

13

-

-

-

13

 

Exceptional operating costs

2

20

1

-

2

(11)

7

5

-

24

Intangible impairment and amortisation

3

-

8

1

13

-

6

-

4

31

Exclude JVs & associates

 

 

 

 

 

 

 

 

(8)

8

 

Adjusted operating profit

 

34

24

6

4

2

56

(35)

 

90

 

 

 

£ millions

Note

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

JV&AH

FCI

DMGT Group

 

Statutory PBT

 

13

51

6

(10)

-

48

(39)

(11)

(5)

52

 

Discontinued operations¹

1

-

-

-

-

147

-

-

-

-

147

 

Profit on sale of assets¹

4

-

(36)

-

-

(134)

(6)

(1)

-

-

(177)

 

Operating profit adjustments (∞ above)

2, 3

20

9

1

14

(11)

13

5

4

-

55

Total ∞

Pension finance credit

5

-

-

-

-

-

-

-

-

(4)

(4)

 

Other adjustments

6

-

-

-

-

-

-

-

-

(1)

(1)

 

Adjusted PBT

 

34

24

6

4

2

56

(35)

(8)

(10)

72

 

 

Notes:

The figures in the Note column above correspond with explanations of the adjustments given on pages 24 and 25.

· A IR = Insurance Risk, B PI = Property Information, C ET = EdTech, D E&E = Events and Exhibitions, E EI = Energy Information, F CM = Consumer Media, G CC = Corporate costs, H JV&A = Joint ventures and associates, I FC = Financing costs

· 1. Discontinued operations and profit on sale of assets both include the £134m profit on disposal of discontinued operations.

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

Reconciliation: Statutory profit to adjusted profit - FY 2019

 

 

£ millions

Note

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

JV&AH

DMGT Group

 

Statutory operating profit

 

40

15

3

21

-

65

(50)

(28)

67

 

Discontinued operations

1

-

-

-

-

(26)

-

-

-

(26)

 

Exceptional operating costs

2

-

-

-

-

31

2

10

(7)

36

Intangible impairment and amortisation

3

-

26

2

1

3

-

-

36

69

Exclude JVs & associates

 

 

 

 

 

 

 

 

1

(1)

 

Adjusted operating profit

 

40

41

4

22

8

67

(40)

 

144

 

 

 

£ millions

Note

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

JV&AH

FCI

DMGT Group

 

Statutory PBT

 

40

38

3

21

-

65

2

(28)

(6)

134

 

Discontinued operations

1

-

-

-

-

(33)

-

-

-

-

(33)

 

Profit on sale of assets

4

-

(23)

-

-

6

-

(52)

-

-

(67)

 

Operating profit adjustments (∞ above)

2, 3

-

26

2

1

35

2

10

29

-

105

Total ∞

Pension finance credit

5

-

-

-

-

-

-

-

-

(7)

(7)

 

Other adjustments

6

-

-

-

-

-

-

-

12

1

13

 

Adjusted PBT

 

40

41

4

22

8

67

(40)

13

(12)

145

 

 

Notes:

The figures in the Note column above correspond with explanations of the adjustments given on pages 24 and 25.

A IR = Insurance Risk, B PI = Property Information, C ET = EdTech, D E&E = Events and Exhibitions, E EI = Energy Information, F CM = Consumer Media, G CC = Corporate costs, H JV&A = Joint ventures and associates, I FC = Financing costs

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Reconciliation: Adjusted results including and excluding discontinued operations

 

 

 

Full Year 2020

 

Full Year 2019

 

£ million

Adjusted results including discontinued operations

 

 

 

Discontinued operations

Adjusted results excluding discontinued operations

 

Adjusted results including discontinued operations

 

 

 

Discontinued operations

Adjusted results excluding discontinued operations

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

Continuing operations

1,203

-

1,203

 

1,337

-

1,337

 

Discontinued operations

7

7

-

 

74

74

-

 

Total Revenue

1,211

7

1,203

 

1,411

74

1,337

 

 

 

 

 

 

 

 

 

 

Operating Profit

 

 

 

 

 

 

 

 

Continuing operations

88

-

88

 

136

-

136

 

Discontinued operations

2

2

-

 

8

8

-

 

Total Operating Profit

90

2

88

 

144

8

136

 

 

 

 

 

 

 

 

 

 

Operating margin %

7%

23%

7%

 

10%

11%

10%

 

           

 

Notes:

The discontinued operations refer to Genscape, the Energy Information business.

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

Cash operating income²

 

Full Year 2020

 

£ millions

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

DMGT Group

Adjusted operating profit

34

24

6

4

2

56

(35)

90

Depreciation of tangible fixed assets*

5

2

-

-

-

14

1

23

Amortisation of intangible assets**

-

5

7

-

-

2

1

15

Purchase of tangible fixed assets

(4)

(1)

-

-

-

(7)

(1)

(12)

Expenditure on intangible fixed assets**

-

(1)

(3)

-

-

(1)

-

(6)

Cash operating income

35

29

10

4

1

64

(34)

110

 

Full Year 2019

 

£ millions

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

DMGT Group

Adjusted operating profit

40

41

4

22

8

67

(40)

144

Depreciation of tangible fixed assets

5

2

-

-

3

14

1

25

Amortisation of intangible assets**

-

6

8

-

4

3

1

22

Purchase of tangible fixed assets

(5)

(2)

-

(1)

(2)

(6)

-

(16)

Expenditure on intangible fixed assets**

-

(4)

(4)

-

(2)

-

(4)

(14)

Cash operating income

41

44

8

22

12

78

(43)

162

 

Notes:

* The depreciation charge on the additional right-of-use assets, which has resulted since 1 October 2019 from the adoption of IFRS 16, the lease accounting standard, is not added back when calculating Cash OI.

** Amortisation of intangible assets and expenditure on intangible assets refers to products and software, not assets acquired as part of business combinations.

A IR = Insurance Risk, B PI = Property Information, C ET = EdTech, D E&E = Events and Exhibitions, E EI = Energy Information, F CM = Consumer Media, G CC = Corporate costs, H JV&A = Joint ventures and associates, I FC = Financing costs

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Underlying¹ analysis - Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full Year 2020

 

Full Year 2019

£ millions

%

 

Underlying

M&A

Other

Reported

 

Underlying

M&A

Exchange

Other

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Risk

+2%

 

248

-

-

248

 

244

-

(1)

-

244

Property Information

-6%

 

188

1

-

187

 

201

(21)

-

-

222

EdTech

+7%

 

85

-

-

85

 

80

-

-

-

80

Events and Exhibitions

-35%

 

83

4

-

79

 

128

8

-

2

119

Energy Information

N/A

 

-

(7)

-

7

 

-

(74)

-

-

74

B2B

-7%

 

604

(2)

-

606

 

652

(88)

(1)

2

738

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Media

-13%

 

590

6

(20)

604

 

676

36

-

(32)

672

 

 

 

 

 

 

 

 

 

 

 

 

 

DMGT Group

 -10%

 

1,195

4

(20)

1,211

 

1,328

(52)

(1)

(30)

1,411

 

 

 

 

 

 

 

 

 

 

 

 

 

                 

 

Notes: M&A adjustments are for disposals and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. 'Other' includes adjustments for the timing of shows at Events and Exhibitions, for the consistent timing of revenue recognition and for the gross-up, equivalent to the cost of sales, on the low margin resale of newsprint activities.

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

 

 

 

Underlying¹ analysis - Adjusted³ operating profit and profit before tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full Year 2020

 

Full Year 2019

 

£ millions

%

 

Underlying

M&A

Other

Reported

 

Underlying

M&A

Exchange

Other

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Risk

-16%

 

34

-

-

34

 

40

-

-

-

40

 

Property Information

-42%

 

24

-

-

24

 

41

-

-

-

41

 

EdTech

+31%

 

6

-

-

6

 

4

-

-

-

4

 

Events and Exhibitions

-52%

 

12

1

7

4

 

25

2

-

1

22

 

Energy Information

N/A

 

-

(2)

-

2

 

-

(8)

-

-

8

 

B2B

-32%

 

75

(1)

7

69

 

111

(7)

-

1

117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Media

-27%

 

59

3

-

56

 

81

14

-

-

67

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate costs

-12%

 

(35)

-

-

(35)

 

(40)

-

-

-

(40)

 

Adjusted operating profit

-35%

 

99

2

7

90

 

152

7

-

1

144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Losses)/income from JVs and associates

-25%

 

(8)

-

-

(8)

 

(10)

(23)

-

-

13

 

Net finance costs

-36%

 

(8)

-

2

(10)

 

(12)

-

-

-

(12)

 

Adjusted profit before tax

-36%

 

84

2

9

72

 

130

(16)

-

1

145

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                             

 

Notes:

M&A adjustments are for disposals and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. 'Other' includes adjustments for the consistent timing of revenue recognition as well as the timing of shows at Events and Exhibitions. 'Other' also includes an adjustment to remove the impact of £7m of costs recognised in FY 2020 that relate to events that were scheduled for FY 2021 but which have been cancelled or postponed as no costs relating to FY 2020 events were recognised in FY 2019. Underlying FY 2020 figures are adjusted in respect of IFRS 16, so the calculation methodology is consistent across periods. The underlying growth in the share of operating profits from joint ventures and associates excludes Euromoney.

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Underlying1 analysis - Cash operating income²

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full Year 2020

 

Full Year 2019

 

£ millions

%

 

Underlying

M&A

Other

Reported

 

Underlying

M&A

Exchange

Other

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Risk

-14%

 

35

-

-

35

 

40

-

-

-

41

 

Property Information

-35%

 

29

-

-

29

 

44

-

-

-

44

 

EdTech

+19%

 

10

-

-

10

 

8

-

-

-

8

 

Events and Exhibitions

-51%

 

12

1

7

4

 

25

2

-

1

22

 

Energy Information

N/A

 

-

(1)

-

1

 

-

(12)

-

-

12

 

B2B

-27%

 

86

-

7

79

 

118

(10)

-

1

126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Media

-27%

 

67

3

-

64

 

92

14

-

-

78

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate cash operating costs

-21%

 

(34)

-

-

(34)

 

(43)

-

-

-

(43)

 

Group cash operating income

-29%

 

119

2

7

110

 

167

4

-

1

162

 

 

 

                            

 

Notes:

M&A adjustments are for disposals and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. 'Other' includes adjustments for the timing of revenue recognition as well as the timing of shows at Events and Exhibitions. 'Other' also includes an adjustment to remove the impact of £7m of costs recognised in FY 2020 that relate to events that were scheduled for FY 2021 but which have been cancelled or postponed as no costs relating to FY 2020 events were recognised in FY 2019.

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

 

 

 

Principal risks and uncertainties

The Directors confirm that they have completed a robust assessment of the Group's principal risks and a thorough review of risk management processes. The Group's risks are categorised as either strategic or operational. Strategic risks are linked to the Group's strategic priorities and impact the whole Group. Operational risks are those arising from the execution of the business functions and typically impact on one or more of the principal businesses.

 

In light of the Covid-19 pandemic, 'Business continuity event' has been added as a new principal operational risk. Such events would include pandemics, epidemics and natural or man-made disasters. Previously, the exposure to such an event has been reflected within other principal risks, including 'Reliance on key third parties' and 'Economic and geopolitical uncertainty'. Despite the Group's resilience during the Covid-19 pandemic and benefit of mitigating factors, such as insurance cover, it is considered appropriate to identify a specific principal risk due to the significant potential operational and financial impact.

 

 

 

 

Strategic Risks

Description and impact

Examples

Mitigation

Trend

Market disruption

Market disruption creates opportunities as well as risks. Disruption enables us to move into new markets and geographies and encourages us to innovate to grow the business.

Failure to anticipate and respond to market disruption may affect demand for our products and services and our ability to drive long-term growth.

 

Market disrupters include changes to customer behaviours and demands, new technologies, the emergence of competitors or structural changes to markets. Examples from the operating companies include:

· Consumer Media: decline in print advertising revenue.

· Consumer Media: changes in algorithms and strategies of tech giants materially impacting traffic and digital advertising revenue across properties, demanding constant oversight and agility.

· Insurance Risk: structural decline in client markets and consolidation in insurance industry. Changing expectations of insurers' utilisation of technology.

· EdTech: declining foreign student enrolment pressuring higher education budgets.

· Events and Exhibitions, UK Property Information and Consumer Media: governments' restrictions on the movement of people.

· The Group's presence in different market segments reduces the overall Group impact of any single market disruption.

· Organic investment initiatives across the Group to innovate our products and services and to remain competitive in the markets we serve. Organic investment was 10% of total revenues in FY 2020.

· The Executive Committee, supported by the Portfolio Solutions function and operating companies' management teams, monitor markets, the competitive landscape and technological developments; regular dialogue and in-person meetings ensure proactive, coordinated responses.

· Analysis of the performance management dashboard and detailed financial management information for each operating company to highlight and react to early indicators of market disruption.

· DMGT executive membership of operating company boards.

The significance of this risk has increased given the adverse impact of the Covid-19 pandemic on the outlook of the global and UK economies.

Success of new product launches and internal investments

A lack of innovation or failure to successfully evolve our products and services may compromise their appeal.

Some may fail to achieve customer acceptance and yield expected benefits. This could result in lower than expected revenue and/or impairment losses.

Uncertainty also results from geographic expansion into new and emerging markets.

The Group is continually investing in our products and services, developing new offerings and enriching existing products and services. Examples include:

· Insurance Risk: launch of a unified platform across all of RMS's model and analytics products, to take advantage of the growing benefits of new technology.

· Consumer Media: increased monetisation of our online user base and newly created products.

· Events and Exhibitions: innovation within and expansion of events and launches across new locations, including the launch of virtual events, which has increased following the onset of Covid-19.

· The culture of the Group encourages an entrepreneurial approach to identifying growth opportunities and new products.

· Central capital allocation ensures focused investment in quality business cases.

· A new innovation or business line is ring-fenced where required, to ensure it receives autonomous execution, dedicated talent, budget and undiluted management focus.

· Direct engagement from DMGT functional leads and DMGT Board Directors contribute relevant expertise and guidance.

· Central Portfolio Solutions function partners with each operating company to support achievement of key milestones, KPIs and financial plans.

· Significant investments are approved by the Investment & Finance Committee and/or the Board.

Portfolio management

Increasing portfolio focus is key to the Group's strategy. This could be compromised by portfolio changes not delivering expected benefits, failure to deliver acquisition or operating targets, and/or delay or delinquency in divesting from non-core businesses at the right time.

· Growth opportunities and potential synergies lost through failure to identify or succeed with acquisition and investment targets.

· Lost acquisitions may allow competitors to gain footholds in key markets.

· Underperforming acquisitions and investments may lead to reduced return on capital and/or impairment losses, as well as diversion of management time and bandwidth.

· Optimal value may not be achieved from divestments.

 

· The Executive Committee continues to evaluate the Group's portfolio in order to optimise resource allocation according to portfolio roles, business opportunities and risk-adjusted execution.

· Investments and divestments are approved by the Investment & Finance Committee and, where warranted, the Board.

· Extensive due diligence conducted pre-acquisition and comprehensive integration plans implemented post-acquisition by dedicated integration managers.

· Proactive, detailed divestment roadmaps, including sell-side narrative, seller due diligence and talent incentives/retention.

· The Executive and Investment & Finance Committees supported by the Portfolio Solutions function monitor post-acquisition performance.

· DMGT executive membership of operating company boards and the boards of associates and investments (e.g. Yopa, Cazoo).

Economic and geopolitical uncertainty

Group performance could be adversely impacted by factors beyond our control such as the economic conditions in key markets and sectors and political uncertainty.

· The economic impact of Covid-19 containment measures directly affecting Consumer Media, UK Property Information and Events and Exhibitions.

· Continued uncertainty surrounding the conditions of Brexit and trade agreement negotiations directly impacts the UK macroeconomic climate (Consumer Media) and UK property transaction volumes (Property Information).

· Fluctuations in the global energy and commodity markets could be exacerbated by Covid-19 and impact revenue for associated trade shows once fully resumed (Events and Exhibitions).

· Political and economic uncertainty, particularly in the Middle East, could negatively impact the exhibitors and attendees of events and exhibitions once fully resumed.

· Sustained global low interest rate environment will continue to impact margins for global investors, including in insurance (Insurance Risk) and property (Property Information).

· The Group's diverse and balanced portfolio of businesses and products reduces the overall impact of any single trend.

· Quarterly Emerging Risk papers provided to the Audit & Risk Committee ensure both DMGT and operating company management consider and remain vigilant regarding emerging risks and their potential impact.

The significance of this risk has increased given the adverse impact of the Covid-19 pandemic on the outlook of the global and UK economies.

Talent

Our ability to identify, attract, retain and develop the right people for senior and business-critical roles could impact the Group's performance.

 

 

· Entrepreneurship and leadership skills are a priority for the Group and key to the continued success of many of our operating companies.

· Technology and software development skills remain crucial to many of our businesses where there is a significant investment in software platforms and technology infrastructure to support next-generation product development.

· The strategy to build out our data analytics capabilities places focus on developing and attracting specialists in emerging technologies. These skills are in high demand, which makes attracting and retaining people with these skills more competitive.

· Enterprise sales and operational execution expertise with market and product knowledge continue to be a strategic imperative.

· Local HR specialists focused on recruitment, critical skills planning, identifying and developing internal talent combined with central oversight of reward.

· Central Technology function with specialised expertise in artificial intelligence, machine learning, data architecture and management, platform development and scaling.

· Central Technology oversight of technology hire.

· Central Portfolio Solutions function partners with operating companies' management advising on critical skills to improve operational and commercial performance, including pricing and packaging strategies, go-to-market and sales execution and business case development and planning.

· Executive management is involved in the recruitment of all operating company leadership roles and their ongoing development.

· Payment of competitive rewards for key senior roles, developed using industry benchmarks and external specialist input.

The increased prevalence of remote working, following the onset of Covid-19, may have a detrimental impact on the learning and development of employees.

However, an economic downturn resulting in increased unemployment is likely to reduce employee turnover.

The risk profile is unchanged as these two factors are considered to largely offset each other.

 

 

Operational risks

Description and impact

Examples

Mitigation

Trend

Business continuity event

A pandemic, epidemic or disaster, whether natural or man-made, could cause significant disruption. This could affect DMGT's operating companies, customers, suppliers and/or end markets.

· Major disruption may prevent the delivery of products and services to customers, for example print newspapers (Consumer Media).

· Measures to prevent the spread of a pandemic could result in it not being possible to hold physical events (Events and Exhibitions) or distribute print newspapers (Consumer Media). They could also disrupt the functioning of the UK property market (Property Information).

· Travel restrictions or disruption could adversely affect the attendance of exhibitors and delegates at events (Events and Exhibitions).

· The closure of offices could disrupt operating companies' ability to deliver products and services, support customers and develop new products.

· All operating companies have business continuity plans in place and these have been updated to reflect lessons learned from experiencing the Covid-19 pandemic. The successful uninterrupted delivery of products and services throughout FY 2020 demonstrated the effectiveness of the business continuity plans.

· Technology capabilities have been enhanced to increase operating companies' resilience if a business continuity event occurs.

· The Group has insurance cover in place to help mitigate the financial impact of a business continuity event.

The risk was added to DMGT's principal risks during the year.

Information security breach or cyberattack

An information security breach, including a failure to prevent or detect a malicious cyberattack, could cause reputational damage and financial loss. The investigation and management of an incident would result in remediation costs and the diversion of management time.

A breach of data protection legislation could result in financial penalties for the affected business and potentially the Group.

The risk is relevant to all businesses in the Group due to the nature of products and services across the portfolio. Examples which could impact the Group include:

· Loss or unauthorised access to personal information and sensitive client data.

· Unavailability or disruption of online products and services.

· Integrity of online products, services and data compromised.

· Disruption to critical systems which support business operations.

· Theft of intellectual property.

 

· The Technology Council provides oversight of information security initiatives Group-wide.

· Additional measures were implemented during the year to protect against the increased risk of attack associated with a significant increase in remote working.

· The Group Chief Information Security Officer is responsible for reviewing and recommending actionable roadmaps to improve information security procedures and protections at each operating company.

· Group Information Security Policy and detailed information security standards with regular reviews reported to the Technology Council. Periodic reviews of the standards themselves are performed to ensure they keep pace with best practice.

· Information security is reviewed as part of every internal audit of an operating company.

· Cyber insurance policies in place.

· Dedicated budget for information security investments and access to third-party cyber security specialists.

The risk is considered to have increased as a result of increases in remote working.

Reliance on key third parties

Certain third parties are critical to the operations of our businesses. A failure of one of our critical third parties may cause disruption to business operations, impact our ability to deliver products and services and result in financial loss.

The reputation of our businesses may be damaged by poor performance or a regulatory breach by critical third parties, particularly outsourced service providers.

Key third parties include:

· Data centre and cloud service providers.

· Search engine traffic partners.

· Technology and online advertising partners.

· IT development support.

· Data providers for core product.

· Newsprint, flexographic plate and ink suppliers.

· Newspaper distributors and wholesalers.

· Event venues.

· The Group's diverse and balanced portfolio of businesses and products reduces the overall impact of the failure of an individual third party.

· Operational and financial due diligence is undertaken for key suppliers on an ongoing basis.

· Close management of key supplier relationships including contracts, service levels and outputs.

· Robust business continuity arrangements for the disruption to key third parties.

· Event cancellation and business interruption insurance policies.

· The acquisition of three printing plants in October 2020 reduced the Consumer Media business's reliance on third parties for producing newspapers.

Compliance with laws and regulations

The Group operates across multiple jurisdictions and sectors. Increasing regulation increases the risk that the Group is not compliant with all applicable laws and regulations across all of the jurisdictions in which it operates, which could result in financial penalties and reputational damage.

Increasing regulation also results in increasing costs of compliance.

Particular areas of focus for DMGT businesses are:

· Data protection, including the EU General Data Protection Regulation (GDPR) and the proposed ePrivacy Regulation.

· Competition and anti-trust legislation.

· EU Market Abuse Regulation.

· Libel legislation.

· Tax compliance.

· Trade sanctions.

· Entering regulated markets or sectors.

· Changes in laws and regulations are monitored and potential impacts discussed with the relevant persons, Board, or Committee, or escalated as appropriate.

· Developments in the legal and regulatory landscape are reviewed by the Audit & Risk Committee.

· Implementation and monitoring of Group-wide policies to address new legislation and regulation where applicable.

· Group-wide working groups in readiness for key compliance areas, such as the GDPR.

· Monitoring and management of tax risks is performed by the DMGT Tax Sub-Committee.

Pension scheme deficit

Defined benefit pension schemes, although now closed to new entrants, remain ultimately funded by DMGT, with Pension Fund Trustees (Trustees) controlling the investment allocation.

There is a risk that the funding of the deficit could be greater than expected.

Future pension costs and funding requirements could be increased by:

· Adverse changes in investment performance.

· Valuation assumptions and methodology.

· Inflation and interest rate risks.

· The agreed funding plan gives certainty over the financial commitment.

· Monitoring and management of pension risks is performed by the DMGT Pension Sub-Committee.

· Company-appointed Trustees.

 

 

 

Statement of Directors' responsibilities

The Directors are responsible for preparing the full year financial report, in accordance with applicable law and regulations.

 

The Directors confirm that to the best of their knowledge:

 

a) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

 

b) the management report includes a fair review of the information required by the Financial Services Authority's Disclosure and Transparency Rules 4.2.7R and 4.2.8R.

 

For and on behalf of the Board of Directors

 

The Viscount Rothermere

Chairman

20 November 2020

 

 

 

 

Notes

 

1 Underlying growth rates are on a like-for-like basis, see pages 30 to 32. Underlying revenues, cash operating income2 and operating profits are adjusted for constant exchange rates, the exclusion of disposals and business closures, the inclusion of the year-on-year organic growth from acquisitions and for the consistent timing of revenue recognition. Cash operating income, operating profits and finance costs are also adjusted in respect of IFRS 16, so the calculation methodology is consistent across years. For events, the comparisons are between events held in the year and the same events held the previous time and underlying growth includes the adverse impact of event cancellations and postponements. Consequently, underlying growth rates include all costs for events that were scheduled in FY 2020 and were cancelled or postponed, but exclude all costs associated with events originally scheduled in FY 2021. For Consumer Media, underlying revenues exclude low margin newsprint resale activities. The underlying change in the share of operating profits from joint ventures and associates excludes Euromoney Institutional Investor PLC.

 

2 Cash operating income (Cash OI) is calculated by adding back depreciation and amortisation expenses, which are non-cash items, to adjusted operating profit and then deducting capital expenditure. The depreciation charge on the additional right-of-use assets, which has resulted since 1 October 2019 from the adoption of IFRS 16, the lease accounting standard, is not added back when calculating Cash OI.

 

3 Unless otherwise stated, all profit and profit margin figures in this Full Year Results Report refer to adjusted results and not statutory results. The Board and management team use adjusted results, rather than statutory results, to give greater insight to the financial performance of the Group and the way that it is managed. Similarly, adjusted results are used in setting management remuneration. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, pension finance credits and fair value adjustments. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 24 to 27.

 

4 The statutory results are IFRS figures before any adjustments. Statutory revenue, operating profit and profit before tax figures are for continuing operations only and exclude discontinued operations, namely the Energy Information business, Genscape.

 

5 The actual net cash position as at 30 September 2020 was £185m including £100m of additional lease liabilities in respect of the adoption of IFRS 16, the lease accounting standard, and the net cash:EBITDA ratio was 1.3. The lease liabilities largely reflect the future operating costs of renting office space and are not considered a component of net debt when the Board reviews the Group's available capital. Consequently, they are excluded from pro forma net cash. Excluding the additional lease liabilities, net cash would have been £285m. However, £117m has been made available to the Group's pension schemes but continues to be held as cash by DMGT. The pro forma net cash of £168m as at 30 September 2020 is stated after adjusting net cash to exclude the £117m. The pro forma net cash:EBITDA ratio, including lease costs in EBITDA, was 1.4.

 

The pro forma net cash of £168m includes gross cash of £363m, £204m of bond debt and £8m net cash in respect of collateral and derivatives. Gross cash includes cash, cash equivalents and short-term deposits, net of overdrafts, and excludes the £117m made available to the pension schemes.

 

6 During the 12 months to 30 September 2020 (FY2020), the Daily Mail's market share of UK retail sales averaged an estimated 26.4%, an increase from 25.5% in FY 2019), and The Mail on Sunday's UK retail market share averaged an estimated 23.7%, an increase from 22.8% in FY 2019. The 'i' achieved an estimated market share of UK retail sales of 4.0% in FY 2020, broadly consistent with 4.1% in FY 2019. Circulation market share figures are calculated using ABC's National Newspaper Reports, excluding digital subscribers. ABC's public figures no longer include The Sun, The Times, The Sunday Times, The Daily Telegraph or The Sunday Telegraph and DMGT's estimates are used for calculating the circulation volumes of these titles.

 

7 As at the end of 30 September 2020, there were 4,455,593 A Ordinary Shares held in Treasury and 3,705,104 A Ordinary Shares held by the DMGT Employee Benefit Trust. 

 

~ Percentages are calculated on actual numbers to one decimal place.

 

The average £:US$ exchange rate for the year was £1:$1.28 (2019 £1:$1.28). The rate at the year end was $1.29 (2019 $1.23).

 

All references to profit or margin in this management report are to adjusted profit or margin, except where reference is made to statutory profit.

 

 

For further information

 

Enquiries:

Investors:

Tim Collier, Group CFO

 

+44 20 3615 2902

Adam Webster, Head of Investor Relations

+44 20 3615 2903

 

Media:

Doug Campbell / Paul Durman, Teneo

 

+44 20 7260 2700

 

 

Full Year Results presentation

A presentation of the Full Year Results will be given at 9.30am on 23 November 2020 and will be followed by a question and answer session for City analysts and investors. The presentation will be available on our website at www.dmgt.com/webcastfy20 and the dial-in number for questions is +44 (0)330 336 9125, confirmation code 6106593.

 

Financial reporting calendar

The Group's next scheduled announcement of financial information is the first quarter trading update on 21 January 2021.

 

 

 

This Full Year Results Report ('Report') is prepared for and addressed only to the Company's shareholders as a whole and to no other person. The Company, its Directors, employees, agents and advisers accept and assume no liability or responsibility to any person in respect of this Report save as would arise under English law. Statements contained in this Report are based on the knowledge and information available to the Group's Directors at the date it was prepared and therefore facts stated and views expressed may change after that date.

 

This document and any materials distributed in connection with it may include forward-looking statements, beliefs, opinions or statements concerning risks and uncertainties, including statements with respect to the Group's business, its current goals and expectations, financial condition, strategy, objectives and results of operations. Those statements can be identified by the fact that they do not relate only to historical or current facts. Those forward-looking statements and statements which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Group's Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and which may cause results and developments to differ materially from those expressed or implied by those statements and forecasts. DMGT believes factors that could cause actual financial condition, performance or other indicated results to differ materially from those indicated in forward-looking statements in this document include, without limitation, the ongoing effects of the Covid-19 pandemic; the policies and actions of governmental and regulatory authorities in the jurisdictions in which DMGT operates; the actual or anticipated political, legal and economic ramifications of the UK's withdrawal from the European Union; economic, political, social or other developments in jurisdictions and markets in which DMGT operates; the impact of competition, and other changes in trading conditions. Therefore, no representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this Report. The Group undertakes no obligation to release any update of, or revisions to, any forward-looking statements, opinions (which are subject to change without notice) or any other information or statement contained in this Report. Furthermore, past performance of the Group cannot be relied on as a guide to future performance.

 

No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per DMGT share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT share.

 

Nothing in this document is intended to constitute an invitation or inducement to engage in investment activity. This document does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, any securities nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto. This document does not constitute a recommendation regarding any securities.

 

 

 

 

 

Condensed Consolidated Financial Statements

Condensed Consolidated Income Statement

For the year ended 30 September 2020

 

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

CONTINUING OPERATIONS

 

 

 

Revenue

3

1,203.4

1,337.0

 

 

 

 

Adjusted operating profit

3, (i)

88.3

135.8

Exceptional operating costs, impairment of internally generated and acquired computer software

3

(36.6)

(11.9)

Amortisation and impairment of acquired intangible assets arising on business combinations and impairment of goodwill

3

(25.4)

(29.3)

 

 

 

 

Operating profit before share of results of joint ventures and associates

 

26.3

94.6

Share of results of joint ventures and associates

4

(11.4)

(28.1)

Total operating profit

 

14.9

66.5

Other gains and losses

5

42.6

73.7

Profit before investment revenue, net finance costs and tax

 

57.5

140.2

 

 

 

 

Investment revenue

6

8.3

11.5

 

 

 

 

Finance expense

7

(17.8)

(24.5)

Finance income

7

4.4

7.1

Net finance costs

 

(13.4)

(17.4)

 

 

 

 

Profit before tax

 

52.4

134.3

Tax

8

0.7

(20.4)

Profit after tax from continuing operations

 

53.1

113.9

 

 

 

 

DISCONTINUED OPERATIONS

16

 

 

Profit/(loss) from discontinued operations

 

135.9

(22.6)

PROFIT FOR THE YEAR

 

189.0

91.3

 

 

 

 

Attributable to:

 

 

 

Owners of the Company

 

189.3

90.9

Non-controlling interests*

 

(0.3)

0.4

Profit for the year

 

189.0

91.3

 

 

 

 

Earnings/(loss) per share

11

 

 

From continuing operations

 

 

 

Basic

 

23.4p

38.3p

Diluted

 

22.9p

37.8p

From discontinued operations

 

 

 

Basic

 

59.7p

(7.6)p

Diluted

 

58.3p

(7.5)p

From continuing and discontinued operations

 

 

 

Basic

 

83.1p

30.7p

Diluted

 

81.2p

30.3p

Adjusted earnings per share from continuing and discontinued operations

 

 

 

Basic

 

26.1p

38.6p

Diluted

 

25.5p

38.1p

*All attributable to continuing operations.

(i) Adjusted operating profit is defined as total operating profit from continuing operations before share of results of joint ventures and associates, exceptional operating costs, impairment of goodwill and intangible assets, amortisation of acquired intangible assets arising on business combinations and impairment of property, plant and equipment.

 

 

 

 

Condensed Consolidated Statement of Comprehensive Income

For the year ended 30 September 2020

 

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Profit for the year

 

189.0

91.3

 

 

 

 

Items that will not be reclassified to Consolidated Income Statement

 

 

 

Actuarial loss on defined benefit pension schemes

 

(112.1)

(45.3)

Foreign exchange differences on translation of foreign operations of non-controlling interests

 

-

(0.1)

Tax relating to items that will not be reclassified to Consolidated Income Statement

 

17.5

7.7

Fair value movement of financial assets through Other Comprehensive Income

 

295.0

(4.5)

 

 

 

 

Total items that will not be reclassified to Consolidated Income Statement

 

200.4

(42.2)

 

 

 

 

Items that may be reclassified subsequently to Consolidated Income Statement

 

 

 

Gain/(loss) on hedges of net investments in foreign operations

 

0.8

(13.5)

Costs of hedging

 

0.5

(0.1)

Share of joint ventures' and associates' items of other comprehensive expense

4

-

(0.7)

Translation reserves recycled to Consolidated Income Statement on disposals

5, 15, 16

10.6

(3.6)

Foreign exchange differences on translation of foreign operations

 

2.1

16.2

 

 

 

 

Total items that may be reclassified subsequently to Consolidated Income Statement

 

14.0

(1.7)

 

 

 

 

Other comprehensive income/(expense) for the year

 

214.4

(43.9)

 

 

 

 

Total comprehensive income for the year

 

403.4

47.4

 

 

 

 

Attributable to:

 

 

 

Owners of the Company

 

403.7

47.1

Non-controlling interests

 

(0.3)

0.3

 

 

403.4

47.4

 

 

 

 

Continuing operations

 

250.3

67.4

Discontinued operations

 

153.1

(20.0)

 

 

403.4

47.4

 

 

 

 

Total comprehensive income/(expense) for the year from continuing operations attributable to:

 

 

 

Owners of the Company

 

250.6

67.1

Non-controlling interests

 

(0.3)

0.3

 

 

250.3

67.4

 

Condensed Consolidated Statement of Changes in Equity

For the year ended 30 September 2020

 

 

Called-up

share

capital

Share

premium

account

Capital

redemption

reserve

Own

shares

Translation

reserve

Retained

earnings

Equity

attributable

to owners of

the Company

Non-controlling

interests

Total

equity

 

Note

£m

£m

£m

£m

£m

£m

£m

£m

£m

At 30 September 2018

 

45.3

17.8

5.0

(57.2)

53.5

1,597.5

1,661.9

13.5

1,675.4

Adjustment for transition to IFRS 15

 

-

-

-

-

-

(2.4)

(2.4)

-

(2.4)

Adjustment for transition to IFRS 9

 

-

-

-

-

-

(2.9)

(2.9)

-

(2.9)

Restated at 1 October 2018

 

45.3

17.8

5.0

(57.2)

53.5

1,592.2

1,656.6

13.5

1,670.1

Profit for the year

 

-

-

-

-

-

90.9

90.9

0.4

91.3

Other comprehensive expense for the year

 

-

-

-

-

(1.0)

(42.8)

(43.8)

(0.1)

(43.9)

Total comprehensive income/(expense) for the year

 

-

-

-

-

(1.0)

48.1

47.1

0.3

47.4

Cancellation of A Ordinary Non-Voting Shares

 

(16.0)

-

16.0

-

-

-

-

-

-

Dividends

9

-

-

-

-

-

(74.1)

(74.1)

(1.0)

(75.1)

Euromoney dividend in specie

9

-

-

-

-

-

(661.8)

(661.8)

-

(661.8)

Euromoney impairment

 

-

-

-

-

-

(11.8)

(11.8)

-

(11.8)

Euromoney cash distribution

9

-

-

-

-

-

(200.0)

(200.0)

-

(200.0)

Own shares acquired in the year

24

-

-

-

(2.5)

-

-

(2.5)

-

(2.5)

Own shares released on exercise of share options

 

-

-

-

10.6

-

-

10.6

-

10.6

Changes in non-controlling interests following disposal and closure of businesses

 

-

-

-

-

-

-

-

(12.8)

(12.8)

Credit to equity for share-based payments

 

-

-

-

-

-

21.1

21.1

-

21.1

Settlement of exercised share options of subsidiaries

 

-

-

-

-

-

(11.5)

(11.5)

-

(11.5)

Deferred tax on other items recognised in equity

 

-

-

-

-

-

0.6

0.6

-

0.6

At 30 September 2019

 

29.3

17.8

21.0

(49.1)

52.5

702.8

774.3

-

774.3

Adjustment for transition to IFRS 16

2

-

-

-

-

-

1.1

1.1

-

1.1

Restated at 1 October 2019

 

29.3

17.8

21.0

(49.1)

52.5

703.9

775.4

-

775.4

Profit/(loss) for the year

 

-

-

-

-

-

189.3

189.3

(0.3)

189.0

Other comprehensive income for the year

 

-

-

-

-

14.0

200.4

214.4

-

214.4

Total comprehensive income/(expense) for the year

 

-

-

-

-

14.0

389.7

403.7

(0.3)

403.4

Dividends

9

-

-

-

-

-

(54.9)

(54.9)

-

(54.9)

Own shares acquired in the year

24

-

-

-

(19.7)

-

-

(19.7)

-

(19.7)

Own shares released on exercise of share options

24

-

-

-

9.5

-

-

9.5

-

9.5

Credit to equity for share-based payments

 

-

-

-

-

-

42.2

42.2

-

42.2

Settlement of exercised share options of subsidiaries

 

-

-

-

-

-

(10.4)

(10.4)

-

(10.4)

Non-controlling interest arising on acquisition

 

-

-

-

-

-

-

-

1.3

1.3

Deferred tax on other items recognised in equity

 

-

-

-

-

-

(0.6)

(0.6)

-

(0.6)

At 30 September 2020

 

29.3

17.8

21.0

(59.3)

66.5

1,069.9

1,145.2

1.0

1,146.2

 

 

Condensed Consolidated Statement of Financial Position

At 30 September 2020

 

 

At 30 September 2020

At 30 September 2019

 

Note

£m

£m

ASSETS

 

 

 

Non-current assets

 

 

 

Goodwill

18

255.4

251.2

Other intangible assets

18

94.9

69.9

Property, plant and equipment

19

63.0

74.4

Right of use assets

20

89.8

-

Investments in joint ventures

 

8.6

8.1

Investments in associates

 

48.4

90.9

Financial assets at fair value through Other Comprehensive Income

23

410.7

33.8

Trade and other receivables

 

10.5

26.6

Other financial assets

22

14.2

12.0

Derivative financial assets

 

3.2

3.6

Retirement benefit assets

25

136.7

225.7

Deferred tax assets

 

70.3

54.9

 

 

1,205.7

851.1

Current assets

 

 

 

Inventories

 

12.4

26.8

Trade and other receivables

 

247.3

288.7

Current tax receivable

 

0.4

0.8

Other financial assets

22

21.7

15.4

Derivative financial assets

 

0.6

-

Cash and cash equivalents

 

500.3

299.1

Total assets of businesses held for sale

17

4.1

153.5

 

 

786.8

784.3

Total assets

 

1,992.5

1,635.4

 

 

 

 

LIABILITIES

 

 

 

Current liabilities

 

 

 

Trade and other payables

 

(406.7)

(478.0)

Current tax payable

 

(5.3)

(3.5)

Borrowings

21

(21.2)

(11.8)

Lease liabilities

21

(22.7)

-

Derivative financial liabilities

 

-

(18.7)

Provisions

 

(46.6)

(44.7)

Total liabilities of businesses held for sale

17

(19.7)

(72.6)

 

 

(522.2)

(629.3)

Non-current liabilities

 

 

 

Trade and other payables

 

(1.5)

(2.3)

Borrowings

21

(202.7)

(202.8)

Lease liabilities

21

(77.1)

-

Derivative financial liabilities

 

(23.1)

(5.7)

Retirement benefit deficit

25

(13.5)

(10.7)

Provisions

 

(5.9)

(7.8)

Deferred tax liabilities

 

(0.3)

(2.5)

 

 

(324.1)

(231.8)

Total liabilities

 

(846.3)

(861.1)

 

 

 

 

Net assets

 

1,146.2

774.3

 

 

 

Condensed Consolidated Statement of Financial Position

At 30 September 2020

 

 

At 30 September 2020

At 30 September 2020

 

Note

£m

£m

SHAREHOLDERS' EQUITY

 

 

 

Called-up share capital

24

29.3

29.3

Share premium account

 

17.8

17.8

Share capital

 

47.1

47.1

Capital redemption reserve

 

21.0

21.0

Own shares

 

(59.3)

(49.1)

Translation reserve

 

66.5

52.5

Retained earnings

 

1,069.9

702.8

Equity attributable to owners of the Company

 

1,145.2

774.3

Non-controlling interests

 

1.0

-

 

 

1,146.2

774.3

 

Approved by the Board on 20 November 2020.

 

Condensed Consolidated Cash Flow Statement

For the year ended 30 September 2020

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Cash generated by operations

12

150.3

165.0

Taxation paid

 

(12.5)

(20.0)

Taxation received

 

4.7

9.8

Net cash generated from operating activities

 

142.5

154.8

 

 

 

 

Investing activities

 

 

 

Interest received

 

8.7

7.4

Dividends received from joint ventures and associates

 

0.7

12.3

Purchase of property, plant and equipment

19

(12.2)

(15.9)

Expenditure on internally generated intangible fixed assets

18

(4.2)

(13.9)

Expenditure on other intangible assets

18

(1.5)

-

Purchase of financial assets held at fair value through Other Comprehensive Income

 

(48.0)

(6.1)

Proceeds on disposal of property and plant and equipment

 

-

9.3

Purchase of businesses and subsidiary undertakings

14

(69.8)

(27.6)

Settlements and collateral payments on treasury derivatives

 

(8.7)

(12.3)

Investment in joint ventures and associates

 

(2.5)

(39.4)

Loans to joint ventures and associates repaid

 

0.1

0.2

Proceeds/(costs) on disposal of businesses and subsidiary undertakings

15

301.1

(11.6)

Proceeds on disposal of joint ventures and associates

5

9.5

81.4

Sale of other financial assets

 

-

237.3

 

 

 

 

Net cash generated from investing activities

 

173.2

221.1

 

 

 

 

Financing activities

 

 

 

Equity dividends paid

9, 24

(54.9)

(274.1)

Dividends paid to non-controlling interests

 

-

(1.0)

Purchase of own shares

24

(19.7)

(2.5)

Net payment on settlement of subsidiary share options

 

(0.8)

(0.8)

Interest paid

 

(14.9)

(28.7)

Bonds repaid

21

-

(218.5)

Bonds redeemed

21

-

(6.7)

Premium on redemption of bonds

7, 21

-

(0.9)

Loan notes repaid

13

(1.6)

(0.1)

Amounts received on sublease receivable

 

3.8

-

Repayments of lease liabilities

13

(26.0)

-

 

 

 

 

Net cash used in financing activities

 

(114.1)

(533.3)

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

13

201.6

(157.4)

Cash and cash equivalents at beginning of year

 

289.2

435.9

Exchange (loss)/gain on cash and cash equivalents

13

(10.9)

10.7

Net cash and cash equivalents at end of year

13

479.9

289.2

 

Notes to the accounts

1 Basis of preparation

While the financial information contained in this audited preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS.

 

These financial statements have been prepared for the year ended 30 September 2020.

 

Other than the Daily Mail, The Mail on Sunday, Metro and the 'i' businesses, the Group prepares accounts for a year ending on 30 September. The Daily Mail, The Mail on Sunday, Metro and the 'i' businesses prepare financial statements for a 52 or 53 week period or for the period since acquisition if shorter, ending on a Sunday near to the end of September and do not prepare additional financial statements corresponding to the Group's financial year for consolidation purposes as it would be impracticable to do so. The Group considers whether there have been any significant transactions or events between the end of the financial year of these businesses and the end of the Group's financial year and makes any material adjustments as appropriate.

The information for the year ended 30 September 2020 does not constitute statutory accounts for the purposes of section 435 of the Companies Act 2006. A copy of the accounts for the year ended 30 September 2019 has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006. These accounts have been audited and finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting.

 

The Company has long-term financing in the form of bonds and meets its day-to-day working capital requirements through surplus cash balances and committed bank facilities which expire in March 2023. The Board's forecasts and projections, after taking account of reasonably possible changes in trading performance, show that the Group is expected to operate within the terms of its current facilities.

 

In light of the continuing Covid-19 pandemic the Directors have performed a detailed going concern review. This included the preparation of a five-year forecast which was re-modelled to incorporate a pessimistic scenario and a severe but plausible scenario for the period through to 31 December 2021. In addition, the Directors considered the availability of the Group's committed but undrawn bank facilities of £373.2 million which expire in March 2023.

 

The Directors' severe but plausible scenario model for the period to 31 December 2021 included the effect of mitigating actions within the Group's control, the impact of not holding shows in the Events and Exhibitions segment, the UK residential housing market to operate at volumes at the floor of a functioning market in the Property Information segment and revenues in the Consumer Media segment to demonstrate no growth year on year.

 

In this severe but plausible scenario the Group does not forecast a draw down on its bank facilities nor does it forecast a breach of its banking covenants.

 

After due consideration the Directors have concluded that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of this report.

 

Accordingly, the Directors continue to adopt the going concern basis in preparing these financial statements.

 

The Group's financial statements incorporate the financial statements of the Company and all of its subsidiaries together with the Group's share of all of its interests in joint ventures and associates. The financial statements have been prepared on the historical cost basis, except for derivative financial instruments, hedged items, equity investments, contingent consideration, put options and the pension scheme surplus/(deficit) all of which are measured at fair value.

 

The Group presents the results from discontinued operations separately from those of continuing operations. An operation is classed as discontinued if it has been, or is in the process of being disposed and represents either a separate major line of business or a geographical area of operations, or is part of a single coordinated plan to dispose of a separate major line of business or exit a major geographical area of operations.

 

Prior period amounts have been re-presented to conform to the current period's presentation, as prescribed by IFRS 5, Non-current Assets Held for Sale and Discontinued Operations.

 

These Group Condensed Financial Statements have been prepared in accordance with the accounting policies set out in the 2019 Annual Report and Accounts, as amended, where appropriate by the application of certain new or amended accounting standards in the period, as described in Note 2.

 

These policies are followed in the preparation of the full financial statements for the financial year ending 30 September 2020.

 

All amounts presented have been rounded to the nearest £0.1 million.

 

2 Significant accounting policies

 

Annual improvements to International Financial Reporting Standards (IFRSs)

· IFRS 16, Leases (effective 1 October 2019)

· Amendment to IFRS 2, Share-based Payments - benefits (effective 1 October 2019)

· IFRIC 23, Uncertainty over Income Tax Treatments (effective 1 October 2019)

· IAS 19, Employee Benefits (effective 1 October 2019)

· IAS 28, Investments in Associates and Joint Ventures (effective 1 October 2019)

 

Other than IFRS 16, the adoption of standards, amendments and interpretations during the period did not have a material impact on the Group's Consolidated Financial Statements.

 

IFRS 16, effective for the 2020 fiscal year, has eliminated the distinction between operating and finance leases for lessees and requires lessees to recognise right of use assets and corresponding liabilities for all leases. The new standard replaces operating lease charges with depreciation charges included within operating costs on the underlying right of use asset and interest charges included within finance costs on the lease liabilities.

 

On 1 October 2019, on the adoption of IFRS 16 the Group has recognised right of use assets of £78.2 million and lease liabilities of £92.0 million which had previously been classified as operating leases under the principles of IAS 17 Leases. This includes right of use assets of £8.3 million and lease liabilities of £8.5 million relating to businesses held for sale. In addition the Group recognised £11.0 million of sublease receivable.

 

The lease liabilities were measured at the present value of the remaining lease payments, discounted using an incremental borrowing rate as at 1 October 2019. The weighted average incremental borrowing rate applied to these liabilities as at 1 October 2019 was 3.1%. The corresponding right of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments as at 30 September 2019.

 

The Group has adopted IFRS 16 on a modified retrospective basis such that the Group has applied the simplified transition approach and has not restated comparative information.

 

As permitted by IFRS 16 the Group has applied the following practical expedients:

· The Group has not brought onto the Consolidated Statement of Financial Position short-term leases (those with 12 months or less to run as at 1 October 2019 including reasonably certain options to extend) or low-value assets. These items therefore continue to be expensed directly in the Consolidated Income Statement.

· The Group has relied on its onerous lease assessments under IAS 37 to impair right of use assets in place of performing an impairment assessment on adoption of IFRS 16.

· The Group has measured right of use assets at an amount equal to the lease liability on adoption of IFRS 16 as adjusted by existing lease accruals, prepayments and dilapidations and onerous lease provisions.

· The Group has separated non-lease components from lease components as part of the transition adjustment.

 

The impact on the Group's Statement of Financial Position as at 1 October 2019 is summarised as follows:

 

 

 

 

 

 

£m

Right of use assets

Increase

 78.2

Sublease receivable

Increase

 11.0

Deferred tax liabilities

Decrease

 (0.3)

Prepayments

Decrease

 (2.3)

Accruals

Decrease

 4.5

Deferred revenue

Decrease

 0.7

Trade and other payables

Decrease

 0.2

Provisions

Decrease

 1.1

Lease liabilities

Increase

 (92.0)

Retained earnings

Increase

 (1.1)

 

In the Consolidated Cash Flow Statement there has been no impact in the total change in cash and cash equivalents. Under IFRS 16 the repayment of the lease liabilities and interest on IFRS 16 leases are included in financing activities whereas under IAS 17 lease rental payments were in operating activities.

 

 

 

The measurement of lease liabilities is set out as follows:

 

 

 

 

£m

Operating lease commitments disclosed as at 30 September 2019

 103.5

Discounted using the Group's incremental borrowing rate

 (7.4)

Add

 

Deferred rent

 0.7

Lease incentive on transition

 1.7

Accruals on transition

 0.2

Assets not entered as lease commitments at 30 September 2019

 1.9

Less

 

Short term leases recognised on a straight-line basis as expense

 (3.3)

Low value leases recognised on a straight-line basis as expense

 (0.8)

Adjustments as a result of true ups to future cash payments

 (2.0)

Prepayments on transition

 (2.5)

 

 

Lease liability recognised as at 1 October 2019

 92.0

 

Following the implementation of IFRS 16, Group EBITDA for the 12-month period to 30 September 2020 has increased by £22.2 million. This was the result of the IAS 17 operating lease expense of £26.0 million being replaced with depreciation and interest charges combined with sublease income of £3.8 million no longer being recognised in the Consolidated Income Statement.

 

The Group has early adopted the following amendments to existing standards:

 

· Amendment to IFRS 9, IAS 39 and IFRS 7, Interest rate benchmark reform (effective 1 January 2020)

 

With effect from 1 October 2019, the Group has early adopted the amendments to IFRS 9, IAS 39 and IFRS 7, relating to interest rate benchmark (IBOR) reform. The amendments provide temporary relief from applying specific hedge accounting requirements to hedging relationships directly affected by IBOR reform.

 

The Group has the following interest rate swaps designated in fair value hedging relationships which are potentially impacted by IBOR reform:

 

- £20.0 million fixed to floating interest rate swap, maturing April 2021 which references 12-month GBP LIBOR.

- £53.1 million fixed to floating interest rate swap, maturing June 2027 which references 3-month GBP LIBOR.

 

As a result of adopting the amendments, the uncertainty around IBOR reform should not result in the above hedging relationships ceasing to meet the requirements for hedge accounting. For the swap maturing in April 2021, the reliefs will cease to apply when the swap matures and for the swap maturing in June 2027, the reliefs will cease to apply when the uncertainty arising from IBOR reform no longer exists.

 

There is no impact on the consolidated financial statements from the early adoption of these amendments.

 

The Group is currently assessing the wider implications of IBOR reform.

 

Business combinations

The acquisition of subsidiaries and businesses is accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the Consolidated Income Statement as incurred.

 

Where the consideration for an acquisition includes any asset or liability resulting from a contingent arrangement, this is measured at its discounted fair value on the date of acquisition. Subsequent changes in fair values are adjusted through the Consolidated Income Statement in Financing. Changes in the fair value of contingent consideration classified as equity is not recognised.

 

Put options granted to non-controlling interests are recorded at present value as a reduction in equity on initial recognition, since the arrangement represents a transaction with equity holders. Changes in present value after initial recognition are recorded in the Consolidated Income Statement in Financing.

 

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as at the date of the acquisition that, if known, would have affected the amounts recognised as at that date.

 

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as at the acquisition date and is a maximum of one year.

 

Business combinations achieved in stages

Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to fair value at the date the Group attains control and the resulting gain or loss is recognised in the Consolidated Income Statement. Amounts arising from interests in the acquiree prior to the acquisition date that were recognised in Other Comprehensive Income are reclassified to the Consolidated Income Statement where such treatment would be appropriate if the interest were disposed of.

 

Purchases and sales of shares in a controlled entity

Where the Group's interest in a controlled entity increases, the non-controlling interests' share of net assets, excluding any allocation of goodwill, is transferred to retained earnings. Any difference between the cost of the additional interest and the existing carrying value of the non-controlling interests' share of net assets is recorded in retained earnings.

 

Where the Group's interest in a controlled entity decreases, but the Group retains control, the share of net assets disposed, excluding any allocation of goodwill, is transferred to the non-controlling interests. Any difference between the proceeds of the disposal and the existing carrying value of the net assets or liabilities transferred to the non-controlling interests is recorded in retained earnings.

 

Disposal of controlling interests where non-controlling interest retained

Where the Group disposes of a controlling interest but retains a non-controlling interest in the business, the Group accounts for the disposal of a subsidiary and the subsequent acquisition of a joint venture, associate or financial assets at fair value through Other Comprehensive Income at fair value on initial recognition. On disposal of a subsidiary all amounts deferred in equity are recycled to the Consolidated Income Statement.

 

Contingent consideration receivable

Where the consideration for a disposal includes consideration resulting from a contingent arrangement, the contingent consideration receivable is discounted to its fair value, with any subsequent movement in fair value being recorded in the Consolidated Income Statement in Financing.

 

Discontinued operations

The Group presents the results from discontinued operations separately from those of continuing operations. An operation is classed as discontinued if it has been, or is in the process of being disposed and represents either a separate major line of business or a geographical area of operations, or is part of a single coordinated plan to dispose of a separate major line of business or exit a major geographical area of operations.

 

Assets and liabilities of businesses held for sale

An asset or disposal group is classified as held for sale if its carrying amount is intended to be recovered principally through sale rather than continuing use, is available for immediate sale and it is highly probable that the sale will be completed within 12 months of classification as held for sale. Assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment is recognised in the Consolidated Income Statement and is first allocated to the goodwill associated with the disposal group and then to the remaining assets and liabilities on a pro rata basis. No further depreciation or amortisation is charged on non-current assets classified as held for sale from the date of classification.

 

Accounting for subsidiaries

A subsidiary is an entity controlled by the Group. Control is achieved where the Group has power over an investee; exposure, or rights, to variable returns from its involvement with the investee; and the ability to use its power over the investee to affect the amount of the returns.

 

The results of subsidiaries acquired or disposed of during the period are included in the Consolidated Income Statement from the effective date control is obtained or up to the date control is relinquished, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

 

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

 

Non-controlling interests

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein, either at fair value or at the non-controlling interest's share of the net assets of the subsidiary, on a case-by-case basis. The total comprehensive income of a subsidiary is apportioned between the Group and the non-controlling interest, even if it results in a deficit balance for the non-controlling interest.

 

Interests in joint ventures and associates

A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is, when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control.

 

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

 

The post-tax results of joint ventures and associates are incorporated in the Group's results using the equity method of accounting. Under the equity method, investments in joint ventures and associates are carried in the Consolidated Statement of Financial Position at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the joint venture and associate, less any impairment in the value of investment. Losses of joint ventures and associates in excess of the of the Group's interest in that joint venture or associate are not recognised. Additional losses are provided for, and a liability is recognised, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture or associate.

 

Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the joint venture or associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment.

 

Foreign currencies

For the purpose of presenting consolidated financial statements, the assets and liabilities of entities with a functional currency other than sterling are translated into sterling using exchange rates prevailing on the period end date.

 

Income and expense items and cash flows are translated at the average exchange rates for the period and exchange differences arising are recognised directly in equity. On disposal of a foreign operation, the cumulative amount recognised in equity relating to that operation is recognised in the Consolidated Income Statement as part of the gain or loss on sale.

 

The Group records foreign exchange differences arising on retranslation of foreign operations within the translation reserve in equity.

 

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency are recorded at the exchange rate prevailing on the date of the transaction. At each period end date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the period end date.

 

Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the Consolidated Income Statement for the period.

 

Goodwill, intangible assets and fair value adjustments arising on the acquisition of foreign operations after transition to IFRS are treated as part of the assets and liabilities of the foreign operation and are translated at the closing rate. Goodwill which arose pre-transition to IFRS is not translated.

 

In respect of all foreign operations, any cumulative exchange differences that have arisen before 4 October 2004, the date of transition to IFRS, were reset to £nil and will be excluded from the determination of any subsequent profit or loss on disposal.

 

Goodwill and intangible assets

Goodwill and intangible assets acquired arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Negative goodwill arising on an acquisition is recognised directly in the Consolidated Income Statement.

 

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing exchange rates on the period end date. On disposal of a subsidiary, associate or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss recognised in the Consolidated Income Statement on disposal.

 

Impairment of goodwill

The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired.

 

For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units (CGUs). If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit, prorated on the basis of the carrying amount of each asset in the unit, but subject to not reducing any asset below its recoverable amount.

 

When testing for impairment, the recoverable amounts for all of the Group's CGUs are measured at the higher of value in use or fair value less costs to sell. Value in use is calculated by discounting future expected cash flows. These calculations use cash flow projections based on Board-approved budgets and forecasts which reflect management's current experience and future expectations of the markets in which the CGU operates. Risk adjusted pre-tax discount rates used by the Group in its impairment tests range from 10.50% to 15.28% (2019 10.50% to 15.28%) the choice of rates depending on the risks specific to that CGU. The Directors' estimate of DMGT's post tax weighted average cost of capital is 6.7% (2019 8.5%). The cash flow projections consist of Board-approved budgets for the following year, together with forecasts for up to four additional years and nominal long-term growth rates beyond these periods. The nominal long-term (decline)/growth rates used range from (3.0%) to 5.0% (2019 2.0% to 3.0%) and varies with management's view of the CGU's market position, maturity of the relevant market and does not exceed the long-term average growth rate for the industry in which the CGU operates.

 

An impairment loss recognised for goodwill is charged immediately in the Consolidated Income Statement and is not subsequently reversed.

 

 

Research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from the Group's development activity, including software for internal use, is recognised only if the asset can be separately identified, it is probable the asset will generate future economic benefits, the development cost can be measured reliably, the project is technically feasible and the project will be completed with a view to sell or use the asset. Additionally, guidance in Standing Interpretations Committee (SIC) 32 has been applied in accounting for internally developed website development costs.

 

Internally generated intangible assets are amortised on a straight-line basis over their estimated useful lives, when the asset is available for use, and are reported net of impairment losses. Where no internally generated intangible asset can be recognised, such development expenditure is charged to the Consolidated Income Statement in the period in which it is incurred.

 

Licences

Computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. These costs are amortised over their estimated useful lives, being three to five years.

 

Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are expected to generate economic benefits exceeding costs and directly attributable overheads, are capitalised as intangible assets.

 

Computer software which is integral to a related item of hardware equipment is accounted for as property, plant and equipment. Costs associated with maintaining computer software programs are recognised as an expense as incurred.

 

Other intangible assets

Other intangible assets with finite lives are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to Operating Profit in the Consolidated Income Statement on a reducing balance or straight-line basis over the estimated useful lives of the intangible assets from the date they become available for use. The estimated useful lives are as follows:

 

Publishing rights, mastheads and titles

 5 - 30 years

Brands

 3 - 20 years

Market- and customer-related databases and customer relationships

 3 - 20 years

Computer software

 2 - 5 years

 

 

Amortisation of intangible assets not arising on business combinations are included within Adjusted Operating Profit in the Consolidated Income Statement.

 

The Group has no intangible assets with indefinite lives.

 

Impairment of intangible assets

At each period end date, reviews are carried out of the carrying amounts of intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount, which is the higher of value in use and fair value less costs to sell, of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, value in use estimates are made based on the cash flows of the CGU to which the asset belongs.

 

If the recoverable amount of an asset or CGU is estimated to be less than its net carrying amount, the net carrying amount of the asset or CGU is reduced to its recoverable amount. Impairment losses are recognised immediately in the Consolidated Income Statement.

 

At the end of each reporting period the Group assesses whether there is any indication that an impairment loss recognised in prior periods, for an asset other than goodwill, may no longer exist or may have decreased. If any such indication exists, the Group estimates the recoverable amount of that asset. In assessing whether there is any indication that an impairment loss recognised in prior periods for an asset other than goodwill may no longer exist or may have decreased, the Group considers, as a minimum, the following indications:

 

· whether the asset's market value has increased significantly during the period;

· whether any significant changes with a favourable effect on the entity have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates or in the market to which the asset is dedicated; and

· whether market interest rates or other market rates of return on investments have decreased during the period, and those decreases are likely to affect the discount rate used in calculating the asset's value in use and increase the asset's recoverable amount materially.

 

 

 

 

Property, plant and equipment

Land and buildings held for use are stated in the Consolidated Statement of Financial Position at their cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

 

Assets in the course of construction are carried at cost, less any recognised impairment loss. Depreciation of these assets commences when the assets are ready for their intended use. Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

 

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the Consolidated Income Statement.

 

Depreciation is charged so as to write off the cost of assets, other than property, plant and equipment under construction using the straight-line method, over their estimated useful lives as follows:

Freehold properties

50 years

Short leasehold properties

the term of the lease

Plant and equipment

3 - 25 years

Depreciation is not provided on freehold land

 

 

Right of use assets

Right of use assets are depreciated over the shorter of the asset's useful economic life and the lease term on a straight-line basis.

 

Inventory

Inventory is stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. The Group uses the Average Cost method in the Consumer Media segment for newsprint and the First In First Out method for all other inventories.

 

Exhibition, training and event costs

Directly attributable costs relating to future exhibition, training and events are deferred within work in progress and measured at the lower of cost and net realisable value. These costs are charged to the Consolidated Income Statement when the exhibition, training or event takes place.

 

Pre-publication costs

Pre-publication costs represent direct costs incurred in the development of titles prior to their publication. These costs are recognised as work in progress on the Consolidated Statement of Financial Position to the extent that future economic benefit is virtually certain and can be measured reliably. These are recognised in the Consolidated Income Statement on publication.

 

Marketing costs

All marketing and promotional costs are charged to the Consolidated Income Statement in the period in which they are incurred. Direct event costs are charged to the Consolidated Income Statement within Direct Event Costs.

 

Cash and cash equivalents

Cash and cash equivalents shown in the Consolidated Statement of Financial Position includes cash, short-term deposits and other short-term highly liquid investments with an original maturity of three months or less and which are subject to insignificant changes in value. For the purpose of the Consolidated Cash Flow Statement, cash and cash equivalents are as defined above, net of bank overdrafts.

 

Revenue

Revenue is stated at the fair value of consideration, net of value added tax, trade discounts and commission where applicable and is recognised using methods appropriate for the Group's businesses.

 

Where revenue contracts have multiple elements (such as software licences, data subscriptions and support), all aspects of the transaction are considered to determine whether these elements can be separately identified. Where transaction elements can be separately identified and revenue can be allocated between them on a fair and reliable basis, revenue for each element is accounted for according to the relevant policy below. Where transaction elements cannot be separately identified, revenue is recognised over the contract period.

 

The Consumer Media segment enters into agreements with advertising agencies and certain clients, which are subject to a minimum spend and typically include a commitment to deliver rebates to the agency or client based on the level of agency spend over the contract period.

 

The principal revenue performance obligations are:

· subscriptions revenue, including revenue from information services, is recognised over the period of the subscription or contract;

· publishing and circulation revenue is recognised on issue of the publication or report;

· advertising revenue is recognised on issue of the publication or over the period of the online campaign;

· contract print revenue is recognised on completion of the print contract;

· exhibitions, training and events revenues are recognised over the period of the event;

· software revenue is recognised on delivery of the software or the technology or over a period of time where the transaction is a licence (the licence term). If support is unable to be separately identified from hosting and revenue is unable to be allocated on a fair and reliable basis, support revenue is recognised over the licence term. Commissions paid to acquire software and services contracts are capitalised in prepayments and recognised over the term of the contract;

· support revenue associated with software licences and subscriptions is recognised over the term of the support contract.

 

Adjusted measures

The Group presents adjusted operating profit and adjusted profit before tax adjusting for costs and profits which management believe to be significant by virtue of their size, nature or incidence or which have a distortive effect on current year earnings.

 

In the Director's judgement such items would include, but are not limited to, costs associated with business combinations, gains and losses on the disposal of businesses and subsidiary undertakings, finance costs relating to premium on bond buy backs, fair value movements, exceptional operating costs, impairment of goodwill, intangible assets and property, plant and equipment and amortisation of intangible assets arising on business combinations.

 

The board and management team believe these adjusted results, used in conjunction with statutory IFRS results, give a greater insight into the financial performance of the Group and the way it is managed. Similarly, adjusted results are used in setting management remuneration.

 

See Note 10 for a reconciliation of profit before tax to adjusted profit before and after tax.

 

The Group also presents a measure of net cash in Note 13. In the judgement of the Directors this measure should include the currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency.

 

Other gains and losses

Other gains and losses comprise profit or loss on sale of financial assets at fair value through Other Comprehensive Income, profit or loss on sale of property, plant and equipment, profit or loss on sale of businesses and subsidiary undertakings and profit or loss on sale of joint ventures and associates.

 

EBITDA

The Group discloses EBITDA, being adjusted operating profit before depreciation of property, plant and equipment and right of use assets and amortisation of assets not arising on business combinations. EBITDA is broadly used by analysts, rating agencies, investors and the Group's banks as part of their assessment of the Group's performance. A reconciliation of EBITDA from operating profit is shown in Note 12.

 

Leases

The Group assesses whether a contract is, or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

 

The Group as a lessee

Where the Group acts as a lessee it recognises a right of use asset and corresponding liability at the date at which a leased asset is made available for use by the Group, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

 

The lease liability is measured at the present value of the future lease payments, discounted at the rate implicit in the lease, or if that cannot be readily determined, at the Group's incremental borrowing rate specific to the term, country, currency and start date of the lease.

 

The Group's lease payments include: fixed payments; variable lease payments dependent on an index or rate, initially measured using the index or rate at commencement; and payments in an optional renewal period if the Group is reasonably certain to exercise an extension option or not exercise a break option less any lease incentives receivable.

 

The lease liability is subsequently measured at amortised cost using the effective interest rate method. It is remeasured, with a corresponding adjustment to the right of use asset, when there is a change in future lease payments resulting from a rent review, change in an index or rate such as inflation, or change in the Group's assessment of whether it is reasonably certain to exercise a purchase, extension or break option.

 

The right of use asset is initially measured at cost based on the value of the associated lease liability, adjusted for any payments made before inception, initial indirect costs and any dilapidation or restoration costs.

 

The right of use asset is subsequently depreciated on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset. The right of use asset is tested for impairment if there are any indicators of impairment.

 

Leases of low value assets and short-term leases of 12 months or less are expensed to the Consolidated Income Statement, as are non-lease service components.

 

The Group as a lessor

Leases for which the Group is a lessor are classified as finance or operating leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards of ownership to the lessee and classified as an operating lease if it does not.

 

When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the right of use asset arising from the head lease. Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group's net investment in the lease. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.

 

Dividends

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established. Dividends are recognised as a distribution in the period in which they are approved by the shareholders. Interim dividends are recorded in the period in which they are paid.

 

Borrowing costs

Unless capitalised under IAS 23, Borrowing Costs, all borrowing costs are recognised in the Consolidated Income Statement in the period in which they are incurred. Finance charges, including premiums paid on settlement or redemption and direct issue costs and discounts related to borrowings, are accounted for on an accruals basis and charged to the Consolidated Income Statement using the effective interest method.

 

 

Retirement benefits

Pension scheme assets are measured at market value at the period end date. Scheme liabilities are measured using the projected unit credit method and discounted at a rate reflecting current yields on high-quality corporate bonds having regard to the duration of the liability profiles of the schemes.

 

For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognised as an asset or liability on the Consolidated Statement of Financial Position. Actuarial gains and losses arising in the year are taken to the Consolidated Statement of Comprehensive Income. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising because of differences between the previous actuarial assumptions and what has actually occurred. For defined benefit schemes, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out triennially. In accordance with the advice of independent qualified actuaries in assessing whether to recognise a surplus, the Group has regard to the principles set out in IFRIC 14.

 

Other movements in the net surplus or deficit are recognised in the Consolidated Income Statement, including the current service cost, any past service cost and the effect of any curtailment or settlements. The net finance income/(expense) is also charged to the Consolidated Income Statement within net finance costs.

 

The Group's contributions to defined contribution pension plans are charged to the Consolidated Income Statement as they fall due.

 

Taxation

Income tax expense represents the sum of current tax and deferred tax for the year.

 

The current tax payable or recoverable is based on the taxable profit for the year. Taxable profit differs from profit as reported in the Consolidated Income Statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group's liability for current tax is calculated using the UK and foreign tax rates that have been enacted or substantively enacted by the period end date.

 

Current tax assets and liabilities are set off and stated net in the Consolidated Statement of Financial Position when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority or on the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis.

 

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill or from the initial recognition other than in a business combination of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

 

Deferred tax liabilities are recognised for taxable temporary differences arising in investments in subsidiaries, joint ventures and associates except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

Goodwill arising on business combinations also includes amounts corresponding to deferred tax liabilities recognised in respect of acquired intangible assets. A deferred tax liability is recognised to the extent that the fair value of the assets for accounting purposes exceeds the value of those assets for tax purposes and will form part of the associated goodwill on acquisition.

 

The carrying amount of deferred tax assets is reviewed at each period end date, and is reduced or increased as appropriate to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered, or it becomes probable that sufficient taxable profits will be available.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the period end date, and is not discounted.

 

Deferred tax assets and liabilities are set off when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current assets and liabilities on a net basis.

 

Tax is charged or credited to the Consolidated Income Statement, except when it relates to items charged or credited directly to equity, in which case the tax is recognised directly in equity.

 

Actual tax liabilities or refunds may differ from those anticipated due to changes in tax legislation, differing interpretations of tax legislation and uncertainties surrounding the application of tax legislation. In situations where uncertainties exist, provision is made for contingent tax liabilities and assets when it is more likely than not that there will be a cash impact. These provisions are made for each uncertainty individually on the basis of management judgement following consideration of the available relevant information. The measurement basis adopted represents the best predictor of the resolution of the uncertainty which is usually based on the most likely cash outflow. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances.

 

 

 

Financial instruments

Financial assets and financial liabilities are recognised on the Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position when there is a legally enforceable right to settle on a net basis, or realise the asset and liability simultaneously and where the Group intends to net settle.

 

Financial assets

Trade receivables

Trade receivables do not carry interest and are recognised initially at the value of the invoice sent to the customer i.e. amortised cost and subsequently reduced by allowances for estimated irrecoverable amounts.

 

Other receivables include loans which are held at the capital sum outstanding plus unpaid interest.

 

Estimates are used in determining the level of receivables that will not, in the opinion of the Directors, be collected. The Group applies the simplified approach permitted by IFRS 9, which requires the use of the lifetime expected loss provision for all receivables, including contract assets. These estimates are based on historic credit losses, macro-economic and specific country-risk considerations with higher default rates applied to older balances.

 

In addition if specific circumstances exist which would indicate that the receivable is irrecoverable a specific provision is made. A provision is made against trade receivables and contract assets until such time as the Group believes there to be no reasonable expectation of recovery, after which the trade receivable or contract asset balance is written off.

 

Financial assets at fair value through Other Comprehensive Income

Financial assets are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the time frame established by the market concerned, and are measured at fair value, including transaction costs.

 

As permitted by IFRS 9, the Group classifies its equity investments at Fair Value through Other Comprehensive Income. All fair value movements are recorded in Other Comprehensive Income and gains and losses are not recycled to the Consolidated Income Statement on disposal.

 

Dividend income from Financial assets held at fair value through Other Comprehensive Income is recorded in the Consolidated Income Statement.

 

Unlisted equity investments are valued using a variety of approaches including comparable company valuation multiples and discounted cash flow techniques. In extremely limited circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations.

 

The fair value of listed equity investments is determined based on quoted market prices.

 

Financial liabilities and equity instruments

Trade payables

Trade payables are non-interest bearing and are stated at their nominal value.

 

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below:

 

 

 

Capital market and bank borrowings

Interest bearing loans and overdrafts are initially measured at fair value (which is equal to net proceeds at inception), and are subsequently measured at amortised cost, using the effective interest rate method. A portion of the Group's bonds are subject to fair value hedge accounting as explained below and this portion is adjusted for the movement in the hedged risk to the extent hedge effectiveness is achieved. Any difference between the proceeds, net of transaction costs and the settlement or redemption of borrowings is recognised over the term of the borrowing.

 

Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs.

 

Derecognition

The Group derecognises a financial asset, or a portion of a financial asset, from the Consolidated Statement of Financial Position where the contractual rights to cash flows from the asset have expired, or have been transferred, usually by sale, and with them either substantially all the risks and rewards of the asset or significant risks and rewards, along with the unconditional ability to sell or pledge the asset.

 

Financial liabilities are derecognised when the liability has been settled, has expired or has been extinguished.

 

Derivative financial instruments and hedge accounting

Derivative financial instruments are used to manage exposure to market risks. The principal derivative instruments used by the Group are foreign currency swaps, interest rate swaps, foreign exchange forward contracts and options. The Group does not hold or issue derivative financial instruments for trading or speculative purposes.

 

Changes in the fair value of derivative instruments which do not qualify for hedge accounting are recognised immediately in the Consolidated Income Statement.

 

Where the derivative instruments do qualify for hedge accounting, the following treatments are applied:

 

Fair value hedges

Changes in the fair value of the hedging instrument are recognised in the Consolidated Income Statement for the year together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective. When the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting, hedge accounting is discontinued.

 

Cash flow hedges

Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and the ineffective portion is recognised immediately in the Consolidated Income Statement.

 

If a hedged firm commitment or forecast transaction results in the recognition of a non-financial asset or liability, then, at the time that the asset or liability is recognised, the associated gains and losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or liability.

 

For hedges that do not result in the recognition of an asset or a liability, amounts deferred in equity are recognised in the Consolidated Income Statement in the same period in which the hedged item affects the Consolidated Income Statement.

 

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, revoked, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss previously recognised in equity is included in the Consolidated Income Statement for the period.

 

Net investment hedges

Exchange differences arising from the translation of the net investment in foreign operations are recognised in the translation reserve. Gains and losses arising from changes in the fair value of the hedging instruments are recognised in equity to the extent that the hedging relationship is effective. Any ineffectiveness is recognised immediately in the Consolidated Income Statement for the period.

 

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. Gains and losses accumulated in the translation reserve are included in the Consolidated Income Statement on disposal of the foreign operation.

 

Provisions

Provisions are recognised when the Group has a present obligation, legal or constructive, as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the period end date, and are discounted to present value where the effect is material.

 

Onerous contract provisions are recognised for losses on contracts where the forecast costs of fulfilling the contract throughout the contract period exceed the forecast income receivable. The provision is calculated based on cash flows to the end of the contract. Vacant property provisions are recognised when the Group has committed to a course of action that will result in the property becoming vacant.

Share-based payments

The Group issues equity-settled and cash-settled share-based payments to certain Directors and employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

 

Fair value is measured using a binomial pricing model which is calibrated using a Black-Scholes framework. The expected life used in the models has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.

 

A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each period end date for cash-settled share-based payments.

 

Investment in own shares

Treasury shares

Where the Company purchases its equity share capital as Treasury Shares, the consideration paid, including any directly attributable incremental costs (net of income taxes) is recorded as a deduction from shareholders' equity until such shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is recognised in equity, with any difference between the proceeds from the sale and the original cost being taken to retained earnings.

 

Employee Benefit Trust

The Company has established an Employee Benefit Trust (EBT) for the purpose of purchasing shares in order to satisfy outstanding share options and potential awards under long-term incentive plans. The assets of the EBT comprise shares in DMGT plc and cash balances. The EBT is administered by independent trustees and its assets are held separately from those of the Group. The Group bears the major risks and rewards of the assets held by the EBT until the shares vest unconditionally with employees. The Group recognises the assets and liabilities of the EBT in the consolidated financial statements and shares held by the EBT are recorded at cost as a deduction from shareholders' equity. Consideration received for the sale of shares held by the EBT is recognised in equity, with any difference between the proceeds from the sale and the original cost being taken to retained earnings.

 

Critical accounting judgements and key sources of estimation uncertainty

In addition to the judgement taken by management in selecting and applying the accounting policies set out above, management has made the following judgements concerning the amounts recognised in the consolidated financial statements:

 

Adjusted measures

Management believes that the adjusted profit and adjusted earnings per share measures provide additional useful information to users of the Report and Accounts on the performance of the business. Accordingly the Group presents adjusted operating profit and adjusted profit before tax by adjusting for costs and profits which management judge to be significant by virtue of their size, nature or incidence or which have a distortive effect on current year earnings.

 

In management's judgement such items would include, but are not limited to, costs associated with business combinations, gains and losses on the disposal of businesses and subsidiary undertakings, finance costs relating to premium on bond buy backs, fair value movements, exceptional operating costs, impairment of goodwill, intangible assets and property, plant and equipment and amortisation of intangible assets arising on business combinations.

 

Exceptional operating costs include items of a significant and a non-recurring nature. In addition, the Group presents an adjusted profit after tax measure by making adjustments for certain tax charges and credits which management judge to be significant by virtue of their size, nature or incidence or which have a distortive effect. The Group uses these adjusted measures to evaluate performance and as a method to provide shareholders with clear and consistent reporting.

 

See Note 10 for a reconciliation of profit before tax to adjusted profit before and after tax.

 

The Group also presents a measure of net cash. In the judgement of management this measure should include the currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency. See Note 13 for further detail.

 

Retirement benefits

When a surplus on a defined benefit pension scheme arises, management are required to consider the rights of the Trustees in preventing the Group from obtaining a refund of that surplus in the future. Where the Trustees are able to exercise this right the Group would be required to restrict the amount of surplus recognised.

 

After considering the principles set out in IFRIC 14, the Directors have judged it appropriate to recognise a surplus of £136.7 million (2019 £225.7 million) and report a net surplus on its pension schemes amounting to £123.2 million (2019 £215.0 million).

Acquisition of the 'i'

The Group's acquisition of the 'i' on 29 November 2019 was subject to review by the UK Competition and Markets Authority (CMA).

 

On 24 March 2020 the CMA reported to the Secretary of State that DMGT's acquisition of the 'i' would not result in a substantial lessening of competition in any market which was accepted by the Secretary of State.

 

In addition, Ofcom reported that it did not expect DMGT's acquisition of the 'i' to reduce the plurality of views provided across newspaper groups in the UK. The Secretary of State accepted Ofcom's assessment also.

 

As part of its assessment of the acquisition the Group determined that it had control of the 'i' which was consolidated from the date of acquisition on 29 November 2019. See Note 14.

 

Investment in Cazoo Ltd

On 20 March 2020 and on 26 June 2020 the Group made additional investments in Cazoo Ltd (Cazoo) taking the Group's equity stake to 23.5% (21.4% on a fully diluted basis). The Group's Board representation remains at 25.0% with Board decisions being based on a simple majority.

 

In accordance with IAS 28 Investments in Associates and Joint Ventures, equity holdings of 20% or more of voting power (directly or through subsidiaries) indicates significant influence and result in equity accounting - unless it can be clearly demonstrated that significant influence does not exist.

 

The Group cannot participate in or veto any Cazoo Board decisions - which are based on a simple Board majority, due to the current composition of the other seats on the Board and has no other means that give it the ability to participate in the financial and operating policy decisions of Cazoo. The Group provides no essential technical information to develop the Cazoo business and there is no interchange of managerial personnel between DMGT and Cazoo. Therefore, the Directors have concluded that the Group does not possess the ability to exert significant influence over Cazoo and accordingly the Group has not equity accounted for its interest.

 

Cazoo has been recognised as an equity investment and measured at fair value through Other Comprehensive Income (OCI). The carrying value of Cazoo at the period end was £375.0 million and a gain of £293.5 million was recognised in OCI during the period.

 

Mail Force Charitable Incorporated Organisation (CIO)

The Group established the Mail Force CIO during the current year. The Group has assessed its relationship with the charity in accordance with IFRS 10, Consolidated Financial Statements and concluded that it does not have the power to affect returns to the Group from the Charity's activities and does not control Mail Force. Accordingly Mail Force's accounts have not been consolidated within the Group's financial statements.

 

The following represent key sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial statements:

Forecasting

The Group prepares medium-term forecasts based on Board-approved budgets and four-year outlooks. These are used to support estimates made in the preparation of the Group's financial statements including the recognition of deferred tax assets in different jurisdictions, the Group's going concern and viability assessments and for the purposes of impairment reviews. Longer-term forecasts use long-term growth rates applicable to the relevant businesses.

 

Impairment of goodwill and intangible assets

Determining whether goodwill and intangible or other assets are impaired or whether a reversal of an impairment should be recorded requires a comparison of the balance sheet carrying value with the recoverable amount of the asset or CGU. The recoverable amount is the higher of the value in use and fair value less costs to sell.

 

The value in use calculation requires management to estimate the future cash flows expected to arise from the asset or CGU and calculate the net present value of these cash flows using a suitable discount rate. A key area of estimation is deciding the long-term growth rate and the operating cash flows of the applicable businesses and the discount rate applied to those cash flows. The carrying amount of goodwill and intangible assets as at 30 September 2020 was £350.3 million (2019 £321.1 million).

 

Acquisitions and intangible assets

The Group's accounting policy on the acquisition of subsidiaries is to allocate purchase consideration to the fair value of identifiable assets, liabilities and contingent liabilities acquired with any excess consideration representing goodwill. Determining the fair value of assets, liabilities and contingent liabilities acquired requires significant estimates and assumptions, including assumptions with respect to cash flows and unprovided liabilities and commitments, including with respect to tax, to be used. The Group recognises intangible assets acquired as part of a business combination at fair value at the date of acquisition. The determination of these fair values is based upon management's estimate and includes assumptions on the timing and amount of future cash flows generated by the assets and the selection of an appropriate discount rate. Additionally, management must estimate the expected useful economic lives of intangible assets and charge amortisation on these assets accordingly.

 

 

 

Taxation

Being a multinational Group with tax affairs in many geographic locations inherently leads to a highly complex tax structure which makes the degree of estimation more challenging. The resolution of issues is not always within the control of the Group and actual tax liabilities or refunds may differ from those anticipated due to changes in tax legislation, differing interpretations of tax legislation and uncertainties surrounding the application of tax legislation. Such issues can take several years to resolve.

The Group accounts for unresolved issues based on its best estimate of the final outcome, however the inherent uncertainty regarding these items means that the eventual resolution could differ significantly from the accounting estimates and, therefore, impact the Group's results and future cash flows. In situations where uncertainties exist, provision is made for contingent tax liabilities and assets when it is more likely than not that there will be a cash impact. These provisions are made for each uncertainty individually based on management's estimates following consideration of the available relevant information. The measurement basis adopted represents the best predictor of the resolution of the uncertainty which is usually based on the most likely cash outflow. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances.

In addition, the Group makes estimates regarding the recoverability of deferred tax assets relating to losses based on forecasts of future taxable profits which are, by their nature, uncertain.

 

Retirement benefits

The cost of defined benefit pension plans is determined using actuarial valuations prepared by the Group's actuaries. This involves making certain assumptions concerning discount rates, future salary increases and mortality rates. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. The assumptions and the resulting estimates are reviewed annually and, when appropriate, changes are made which affect the actuarial valuations and, hence, the amount of retirement benefit expense recognised in the Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Consolidated Statement of Changes in Equity.

 

The fair value of the Group's pension scheme assets include quoted and unquoted investments. The value of unquoted investments are estimated as their values are not directly observable. Accordingly the assumptions used in valuing unquoted investments are affected by current market conditions and trends which could result in changes in their fair value after the measurement date. A 1.0% movement in the value of unquoted pension scheme assets is estimated to change the value of the Group's pension scheme assets by £23.0 million (2019 £23.4 million).

 

The carrying amount of the retirement benefit obligation at 30 September 2020 was a surplus of £123.2 million (2019 £215.0 million). The assumptions used can be found in Note 25.

 

Legal claim provision

DMGT and certain of its subsidiaries are involved in various lawsuits and claims which arise in the course of business. The Group records a provision for these matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.

 

The amounts accrued for legal contingencies often result from complex judgements about future events and uncertainties that rely heavily on estimates and assumptions.

 

As disclosed in Note 16, Genscape has been involved in a dispute with the US Environmental Protection Agency (EPA) since 2016. In 2017 Genscape voluntarily paid a 2.0% liability cap associated with invalid Renewable Identification Numbers (RINs) at a cost of US$1.3 million, based on the then-prevailing market rates, subject to a reservation of rights. However, during 2019 the EPA ordered Genscape to replace 69.2 million additional RINs it had verified.

 

DMGT continues to cooperate with the EPA and settlement discussions are ongoing but considering the uncertainties involved, the length of time involved and taking note of the order from the EPA, the Group, without admitting any wrongdoing, made a provision for the total cost of replacing RINs at 30 September 2019.

 

At each period end IAS 37 requires DMGT to review this provision and make appropriate adjustments to reflect the current status of the claim. Accordingly, the Group has reduced its total provision. The Group's closing provision includes the cost of replacement RINs, estimated purchase costs, associated legal fees and currency fluctuations. The final settlement amount may be different than the provision made, however, it is not possible for the Group to predict with any certainty the potential impact of this litigation or to quantify the ultimate cost of a verdict or resolution. Accordingly, the provision could change substantially over time as the dispute progresses and new facts emerge.

 

RINs trade in a volatile range averaging approximately 48 cents over the previous 24-month period compared to the period end price of 62 cents. The Group estimates that using the period end price rather than the 24-month average would increase the provision by approximately US$5.9 million (£4.6 million).

 

3 Segment analysis

The Group's business activities are split into five continuing operating divisions: Insurance Risk, Property Information, EdTech, Events and Exhibitions and Consumer Media. These divisions are the basis on which information is reported to the Group's Chief Operating Decision Maker, which has been determined to be the Group Board. The segment result is the measure used for the purposes of resource allocation and assessment and represents profit earned by each segment, including share of results from joint ventures and associates but before exceptional operating costs, amortisation of acquired intangible assets arising on business combinations, impairment charges, other gains and losses, net finance costs and taxation. During the period, the Energy Information segment was disposed and is classified within discontinued operations.

 

The accounting policies applied in preparing the management information for each of the reportable segments are the same as the Group's accounting policies described in Note 2.

 

 

 

Total and external revenue

Segment operating profit/(loss)

Less operating (loss)/profit of joint ventures and associates

Adjusted operating profit/(loss)

Year ended 30 September 2020

Note

£m

£m

£m

£m

Insurance Risk

 

 248.3

 33.0

 (0.7)

 33.7

Property Information

 

 186.6

 25.0

 1.0

 24.0

EdTech

 

 84.9

 5.9

-

 5.9

Events and Exhibitions

 

 79.2

 3.8

-

 3.8

Energy Information

 

 7.1

 1.6

-

 1.6

Consumer Media

 

 604.4

 55.8

-

 55.8

 

 

 1,210.5

 125.1

 0.3

 124.8

Corporate costs

 

-

 (40.5)

 (5.6)

 (34.9)

Discontinued operations

 16

 (7.1)

 (1.6)

-

 (1.6)

 

 

 1,203.4

 

 

 

Adjusted operating profit

 

 

 

 

 88.3

Exceptional operating costs, impairment of internally generated

and acquired computer software

 

 

 

 

 (36.6)

Impairment of goodwill and acquired intangible assets arising on business combinations

 

 

 

 

 (14.1)

Amortisation of acquired intangible assets arising on business combinations

 

 

 

 

 (11.3)

Operating profit before share of results of joint ventures and associates

 

 

 

 

 26.3

Share of results of joint ventures and associates

 4

 

 

 

 (11.4)

Total operating profit

 

 

 

 

 14.9

Other gains and losses

5

 

 

 

 42.6

Profit before investment revenue, net finance costs and tax

 

 

 

 

 57.5

Investment revenue

6

 

 

 

 8.3

Finance expense

 7

 

 

 

 (17.8)

Finance income

 7

 

 

 

 4.4

Profit before tax

 

 

 

 

 52.4

Tax

8

 

 

 

 0.7

Profit from discontinued operations

 16

 

 

 

 135.9

Profit for the year

 

 

 

 

 189.0

 

 

 

An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs by segment is as follows:

 

 

Amortisation of intangible assets not arising on business combinations

Amortisation of intangible assets arising on business combinations

Impairment of goodwill and intangible assets arising on business combinations

Impairment of internally generated and acquired computer software

Exceptional operating (costs)/income

 

 

(Note 18)

(Note 18)

(Note 18)

(Note 18)

 

Year ended 30 September 2020

Note

£m

£m

£m

£m

£m

Insurance Risk

 

 (0.1)

-

-

-

 (20.4)

Property Information

 

 (4.9)

 (6.1)

-

 (1.5)

 (1.0)

EdTech

 

 (7.3)

 (0.7)

-

-

-

Events and Exhibitions

 

 (0.1)

 (1.3)

 (11.2)

-

 (1.5)

Energy Information

 

-

-

-

-

 11.4

Consumer Media

 

 (1.6)

 (3.2)

 (2.9)

-

 (7.2)

 

 

 (14.0)

 (11.3)

 (14.1)

 (1.5)

 (18.7)

Corporate costs

 

 (1.4)

-

-

-

 (5.0)

 

 

 (15.4)

 (11.3)

 (14.1)

 (1.5)

 (23.7)

Relating to discontinued operations

 16

-

-

-

-

 (11.4)

Continuing operations

 

 (15.4)

 (11.3)

 (14.1)

 (1.5)

 (35.1)

 

 

The Group's exceptional operating (costs)/income which have been disclosed separately due to their size, nature and incidence are analysed in the table below. The Directors believe this presentation provides users of these accounts with clear and consistent reporting:

 

 

Severance and other closure costs

LTIP

Option modification charge

Legal fees and claims

Total

 

 

(i)

(ii)

(iii)

 

 

Year ended 30 September 2020

Note

£m

£m

£m

£m

£m

Insurance Risk

 

-

-

 (20.4)

-

 (20.4)

Property Information

 

 (1.0)

-

-

-

 (1.0)

Events and Exhibitions

 

 (1.5)

-

-

-

 (1.5)

Energy Information

 

-

-

-

 11.4

 11.4

Consumer Media

 

 (6.1)

 (1.1)

-

-

 (7.2)

 

 

 (8.6)

 (1.1)

 (20.4)

 11.4

 (18.7)

Corporate costs

 

-

 (5.0)

-

-

 (5.0)

 

 

 (8.6)

 (6.1)

 (20.4)

 11.4

 (23.7)

Relating to discontinued operations

 16

-

-

-

 (11.4)

 (11.4)

Continuing operations

 

 (8.6)

 (6.1)

 (20.4)

-

 (35.1)

 

(i) Headcount was reduced in the Property Information, Events and Exhibitions and Consumer Media segments to enhance the future profitability of individual product lines and support the margins of these businesses.

 

(ii) During the year ended 30 September 2018, the Group sold its investment in ZPG Plc (ZPG) resulting in a profit on sale of £508.4 million and during the year ended 30 September 2019 the Group disposed of its investment in Euromoney Institutional Investor PLC (Euromoney). As a direct consequence of these disposals the value of the DMGT Long Term Incentive Plans (LTIPs) are estimated to have increased by £22.5 million. As the LTIPs include a service period condition, IFRS 2, Share-based Payment requires the LTIP charge to be spread over the service period until the award vests. The LTIP charge recognised in the period, which relates to the disposals of ZPG and Euromoney amounts to £6.1 million. Since the profit on sale of ZPG and the capital benefit of the Euromoney disposal are excluded from our adjusted profit measure we have treated the incremental increase in the LTIP charge as an adjusting item and will continue to do so until these awards vest.

 

(iii) Options granted under the 2015 RMS Equity Incentive Plan (2015 Plan) originally required satisfying two conditions in order to vest - a service period and the occurrence of an initial public offering (IPO) of RMS or an event in which the Group ceased to hold at least 50.0% of the voting rights of RMS. Since the possibility of an IPO or change in control was considered improbable, in accordance with IFRS 2, Share-based Payment, the Group had not booked a charge to the Consolidated Income Statement for this 2015 Plan.

 

On 20 July 2020, the Group modified the 2015 Plan such that vesting now occurs only on the satisfaction of a service period, which causes vesting to be considered probable. Following this modification and in accordance with IFRS 2, the Group is required to recognise a charge of £20.4 million (US$26.2 million) for the cumulative service rendered by participants from grant to modification. Due to the materiality and non-recurring nature of this charge, the Group has classified the modification charge as an adjusting item.

 

The charge in the Consolidated Income Statement for the period post modification to the period end amounts to £2.0 million (US$2.6 million) which has been charged against the Group's adjusted operating profit.

 

The Group's tax charge includes a credit of £4.7 million in relation to these exceptional operating costs of which a charge of £2.4 million relates to discontinued operations.

 

An analysis of the depreciation of right of use assets and property, plant and equipment, research costs, investment revenue, other gains and losses and finance income and expense by segment is as follows:

 

 

 

Depreciation of right of use assets

Depreciation of property, plant and equipment

Research costs

Investment revenue

Other gains and losses

Finance income

Finance expense

 

 

(Note 20)

(Note 19)

 

(Note 6)

(Note 5)

(Note 7)

(Note 7)

Year ended 30 September 2020

Note

£m

£m

£m

£m

£m

£m

£m

Insurance Risk

 

 (6.0)

 (5.3)

 (41.7)

 0.4

-

-

 (0.7)

Property Information

 

 (2.0)

 (1.9)

-

-

 33.7

-

 (0.5)

EdTech

 

 (1.3)

 (0.3)

-

 0.9

 0.5

-

 (0.2)

Events and Exhibitions

 

 (0.6)

 (0.2)

-

-

 (0.2)

-

 (0.1)

Energy Information

 

-

-

 (0.5)

-

 133.8

-

-

Consumer Media

 

 (11.0)

 (14.2)

-

-

 5.6

 3.2

 (1.1)

 

 

 (20.9)

 (21.9)

 (42.2)

 1.3

 173.4

 3.2

 (2.6)

Corporate costs

 

-

 (0.6)

-

 7.0

 3.0

 1.2

 (15.2)

 

 

 (20.9)

 (22.5)

 (42.2)

 8.3

 176.4

 4.4

 (17.8)

Relating to discontinued operations

 16

-

-

 0.5

-

 (133.8)

-

-

Continuing operations

 

 (20.9)

 (22.5)

 (41.7)

 8.3

 42.6

 4.4

 (17.8)

 

 

 

 

 

Total and external revenue

Segment operating profit/(loss)

Less operating profit/(loss) of joint ventures and associates

Adjusted operating profit/(loss)

Year ended 30 September 2019

Note

£m

£m

£m

£m

Insurance Risk

 

 244.3

 39.7

 (0.7)

 40.4

Property Information

 

 222.1

 41.9

 0.5

 41.4

EdTech

 

 79.7

 4.4

-

 4.4

Events and Exhibitions

 

 118.7

 22.3

-

 22.3

Energy Information

 

 73.6

 8.4

-

 8.4

Consumer Media

 

 672.2

 67.9

 0.8

 67.1

 

 

 1,410.6

 184.6

 0.6

 184.0

Corporate costs

 

-

 (27.8)

 12.0

 (39.8)

Discontinued operations

 16

 (73.6)

 (8.4)

-

 (8.4)

 

 

 1,337.0

 

 

 

Adjusted operating profit

 

 

 

 

 135.8

Exceptional operating costs, impairment of internally generated

and acquired computer software

 

 

 

 

 (11.9)

Impairment of goodwill and acquired intangible assets arising on business combinations

 

 

 

 

 (19.1)

Amortisation of acquired intangible assets arising on business combinations

 

 

 

 

 (10.2)

Operating profit before share of results of joint ventures and associates

 

 

 

 

 94.6

Share of results of joint ventures and associates

 4

 

 

 

 (28.1)

Total operating profit

 

 

 

 

 66.5

Other gains and losses

 5

 

 

 

 73.7

Profit before investment revenue, net finance costs and tax

 

 

 

 

 140.2

Investment revenue

 6

 

 

 

 11.5

Finance expense

7

 

 

 

 (24.5)

Finance income

 7

 

 

 

 7.1

Profit before tax

 

 

 

 

 134.3

Tax

 8

 

 

 

 (20.4)

Loss from discontinued operations

 16

 

 

 

 (22.6)

Profit for the year

 

 

 

 

 91.3

 

An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs by segment is as follows:

 

 

Amortisation of intangible assets not arising on business combinations

Amortisation of intangible assets arising on business combinations

Impairment of goodwill and intangible assets arising on business combinations

Exceptional operating (costs)/income

 

 

(Note 18)

(Note 18)

(Notes 18)

 

Year ended 30 September 2019

Note

£m

£m

£m

£m

Insurance Risk

 

 (0.1)

-

-

-

Property Information

 

 (6.3)

 (7.1)

 (19.1)

-

EdTech

 

 (7.7)

 (1.6)

-

 0.1

Events and Exhibitions

 

-

 (1.4)

-

-

Energy Information

 

 (4.1)

 (3.2)

-

 (31.3)

Consumer Media

 

 (3.0)

 (0.1)

-

 (2.0)

 

 

 (21.2)

 (13.4)

 (19.1)

 (33.2)

Corporate costs

 

 (0.8)

-

-

 (10.0)

 

 

 (22.0)

 (13.4)

 (19.1)

 (43.2)

Relating to discontinued operations

 16

 4.1

 3.2

-

 31.3

Continuing operations

 

 (17.9)

 (10.2)

 (19.1)

 (11.9)

 

 

 

 

The Group's exceptional operating (costs)/income are analysed as follows:

 

 

LTIP

Pension past service cost

Property

Legal fees and claims

Other

Total

 

 

(i)

(ii)

 

 

 

 

Year ended 30 September 2019

Note

£m

£m

£m

£m

£m

£m

EdTech

 

-

-

 0.1

-

-

 0.1

Energy Information

 

-

-

-

 (31.3)

-

 (31.3)

Consumer Media

 

 (1.5)

 (1.9)

 2.4

-

 (1.0)

 (2.0)

 

 

 (1.5)

 (1.9)

 2.5

 (31.3)

 (1.0)

 (33.2)

Corporate costs

 

 (8.1)

 (1.2)

-

-

 (0.7)

 (10.0)

 

 

 (9.6)

 (3.1)

 2.5

 (31.3)

 (1.7)

 (43.2)

Relating to discontinued operations

 16

-

-

-

 31.3

-

 31.3

Continuing operations

 

 (9.6)

 (3.1)

 2.5

-

 (1.7)

 (11.9)

 

(i) During the year ended 30 September 2018, the Group sold its investment in ZPG resulting in a profit on sale of £508.4 million and during the year ended 30 September 2019, the Group disposed of its investment in Euromoney. As a direct consequence of these disposals the value of the DMGT Long Term Incentive Plans (LTIPs) are estimated to have increased by £21.9 million. As the LTIPs include a service period condition, IFRS 2, Share-based Payment requires the LTIP charge to be spread over the service period until the awards vest. The LTIP charge recognised in the period, which relates to the disposals of ZPG and Euromoney, amounts to £9.6 million. Since the profit on the sale of ZPG and the capital benefit of the Euromoney disposal are excluded from our adjusted profit measure we have treated the incremental increase in the LTIP charge as an adjusting item and will continue to do so until the awards vest.

 

(ii) The pension past service cost represents a non-cash charge. This follows a High Court ruling in the Lloyds Banking Group case to equalise benefits for the effect of unequal Guaranteed Minimum Pensions (GMP) between men and women for UK pension schemes which had contracted out of the State Earnings Related Pension Scheme.

 

The Group's tax charge includes a credit of £9.1 million in relation to these exceptional operating costs of which £6.6 million relates to discontinued operations.

 

An analysis of the depreciation of property, plant and equipment, research costs, investment revenue, other gains and losses and finance income and expense by segment is as follows:

 

 

Depreciation of property, plant and equipment

Research costs

Investment revenue

Other gains and losses

Finance income

Finance expense

 

 

 

 

 

 

 

 

 

 

(Note 19)

 

(Note 6)

(Note 5)

(Note 7)

(Note 7)

Year ended 30 September 2019

Note

£m

£m

£m

£m

£m

£m

Insurance Risk

 

 (5.3)

 (39.7)

 0.4

-

-

-

Property Information

 

 (2.3)

 (0.1)

-

 (3.1)

-

 (0.1)

EdTech

 

 (0.3)

-

 1.4

 (0.4)

-

 (0.1)

Events and Exhibitions

 

 (0.3)

-

-

 (0.5)

-

-

Energy Information

 

 (2.6)

 (5.2)

-

 (6.4)

-

 (0.1)

Consumer Media

 

 (14.0)

 (0.5)

-

 (0.5)

 7.1

 (0.3)

 

 

 (24.8)

 (45.5)

 1.8

 (10.9)

 7.1

 (0.6)

Corporate costs

 

 (0.5)

-

 9.7

 78.2

-

 (24.0)

 

 

 (25.3)

 (45.5)

 11.5

 67.3

 7.1

 (24.6)

Relating to discontinued operations

 16

 2.6

 5.2

-

 6.4

-

 0.1

Continuing operations

 

 (22.7)

 (40.3)

 11.5

 73.7

 7.1

 (24.5)

 

 

 

The Group's revenue comprises sales excluding value added tax, less discounts and commission where applicable and is analysed as follows:

 

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

Print advertising

 131.7

 131.7

-

-

-

-

 131.7

 131.7

-

Digital advertising

 151.8

 8.8

 143.0

-

-

-

 151.8

 8.8

 143.0

Circulation

 284.5

 280.5

 4.0

-

-

-

 284.5

 280.5

 4.0

Subscriptions and recurring licenses

 373.1

 0.6

 372.5

 6.5

 0.2

 6.3

 366.6

 0.4

 366.2

Events, conferences and training

 78.7

 78.7

-

-

-

-

 78.7

 78.7

-

Transactions and other

 190.7

 185.7

 5.0

 0.6

 0.6

-

 190.1

 185.1

 5.0

 

 1,210.5

 686.0

 524.5

 7.1

 0.8

 6.3

 1,203.4

 685.2

 518.2

 

 

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

Print advertising

 184.5

 184.5

-

-

-

-

 184.5

 184.5

-

Digital advertising

 145.1

 0.8

 144.3

-

-

-

 145.1

 0.8

 144.3

Circulation

 284.1

 284.1

-

-

-

-

 284.1

 284.1

-

Subscriptions and recurring licenses

 428.8

 7.7

 421.1

 72.6

 6.5

 66.1

 356.2

 1.2

 355.0

Events, conferences and training

 118.0

 118.0

-

-

-

-

 118.0

 118.0

-

Transactions and other

 250.1

 225.8

 24.3

 1.0

 1.0

-

 249.1

 224.8

 24.3

 

 1,410.6

 820.9

 589.7

 73.6

 7.5

 66.1

 1,337.0

 813.4

 523.6

 

 

 

 

By geographic area

The majority of the Group's operations are located in the United Kingdom and North America. The analysis of Group revenue below is based on the location of Group companies in these regions.

 

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 718.8

 569.9

 148.9

-

-

-

 718.8

 569.9

 148.9

North America

 402.1

 36.7

 365.4

 6.6

 0.8

 5.8

 395.5

 35.9

 359.6

Rest of the World

 89.6

 79.4

 10.2

 0.5

-

 0.5

 89.1

 79.4

 9.7

 

 1,210.5

 686.0

 524.5

 7.1

 0.8

 6.3

 1,203.4

 685.2

 518.2

 

 

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 814.5

 674.2

 140.3

-

-

-

 814.5

 674.2

 140.3

North America

 467.6

 38.3

 429.3

 68.0

 7.2

 60.8

 399.6

 31.1

 368.5

Rest of the World

 128.5

 108.4

 20.1

 5.6

 0.3

 5.3

 122.9

 108.1

 14.8

 

 1,410.6

 820.9

 589.7

 73.6

 7.5

 66.1

 1,337.0

 813.4

 523.6

 

The analysis of Group revenue below is based on the geographic location of customers in these regions. 

 

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2020

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 685.7

 560.3

 125.4

 0.4

-

 0.4

 685.3

 560.3

 125.0

North America

 338.5

 34.7

 303.8

 5.6

 0.8

 4.8

 332.9

 33.9

 299.0

Rest of the World

 186.3

 91.0

 95.3

 1.1

-

 1.1

 185.2

 91.0

 94.2

 

 1,210.5

 686.0

 524.5

 7.1

 0.8

 6.3

 1,203.4

 685.2

 518.2

 

 

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

Year ended 30 September 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 748.0

 640.1

 107.9

 4.3

-

 4.3

 743.7

 640.1

 103.6

North America

 421.6

 48.1

 373.5

 58.1

 7.3

 50.8

 363.5

 40.8

 322.7

Rest of the World

 241.0

 132.7

 108.3

 11.2

 0.2

 11.0

 229.8

 132.5

 97.3

 

 1,410.6

 820.9

 589.7

 73.6

 7.5

 66.1

 1,337.0

 813.4

 523.6

 

 

4 Share of results of joint ventures and associates

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Share of adjusted operating profits from operations of joint ventures

 

 1.2

 1.7

Share of adjusted operating (losses)/profits from operations of associates

(i)

 (9.0)

 10.9

Share of adjusted operating (losses)/profits from joint ventures and associates

 

 (7.8)

 12.6

Share of associates' other gains and losses

 10

 0.4

-

Share of exceptional operating income of associates

 10

-

 7.0

Share of amortisation of intangibles arising on business combinations of associates

 10

-

 (6.5)

Share of associates' interest payable

 

 (0.7)

 (0.1)

Share of joint ventures' tax

8, 10

 (0.1)

 (0.2)

Share of associates' tax

8, 10

 0.6

 (7.1)

Impairment of carrying value of joint ventures

10

 (0.1)

-

Impairment of carrying value of Euromoney

10, (ii)

-

 (27.7)

Share of Euromoney prior year tax exposures

10, (iii)

-

 (5.3)

Share of Euromoney tax on prior year tax exposures

8, 10, (iii)

-

 1.1

Adjustment to impairment of carrying value of Euromoney following Euromoney prior year tax exposures

10, (iii)

-

 4.2

Impairment of carrying value of other associates

10, (iv)

 (3.7)

 (6.1)

 

 

 (11.4)

 (28.1)

Share of associates' items of other comprehensive income

 

-

 (0.7)

Share of results of joint ventures and associates

 

 (11.4)

 (28.8)

 

 

 

 

Share of results from operations of joint ventures

 

 1.1

 1.5

Share of results from operations of associates

 

 (8.7)

-

Impairment of carrying value of joint ventures

 

 (0.1)

-

Impairment of carrying value of associates

 

 (3.7)

 (29.6)

 

 

 (11.4)

 (28.1)

Share of associates' items of other comprehensive income

 

-

 (0.7)

Share of results of joint ventures and associates

 

 (11.4)

 (28.8)

 

(i) Share of adjusted operating profits from associates includes £nil (2019 £23.0 million) from the Group's interest in Euromoney held centrally for the period to 2 April 2019.

 

(ii) At 31 March 2019 the Group's investment in Euromoney was transferred to Assets Held for Sale at the lower of carrying value and fair value less costs to sell. This resulted in an impairment charge of £27.7 million for the period to 31 March 2019 which was taken to the Consolidated Income Statement in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations.

 

(iii) During the prior period Euromoney engaged external advisors to undertake an audit of their compliance with the off-payroll working rules. As a result of this review Euromoney identified an underpayment of payroll taxes to HMRC for the six years to 30 September 2019 amounting to £8.2 million including interest and penalties.

 

During the prior period Euromoney also discovered a VAT exposure in the UK relating to the understatement of VAT on supplies made between entities within the Euromoney Group in respect of the four years ended 30 September 2018. Euromoney assessed their exposure as at 30 September 2019 to be £11.3 million including interest.

 

The total impact on Euromoney as at 30 September 2019 amounted to an understatement of taxes, penalties and interest of £17.0 million net of deferred and corporation taxes. Euromoney considered this to be material and corrected these understatements in their prior period accounts in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

 

The DMGT Group disposed of its 49.9% interest in Euromoney on 2 April 2019 and the post-tax impact of these adjustments on DMGT at that date amounted to a charge of £4.2 million. This was corrected in the period ended 30 September 2019 since the Directors do not consider this to be material for DMGT. The charge against profits was treated as an adjusting item due to its significance and non-recurring nature.

 

This adjustment reduced the impairment charge booked in the period to 31 March 2019 in relation to the Group's investment in Euromoney from £27.7 million to £23.5 million.

 

(iv) Represents a £0.1 million write-down in the carrying value of Global Events Partners Ltd in the Events and Exhibitions segment and a £3.6 million write-down in the carrying value of Also Energy Holdings, Inc. held centrally. In the prior period, represents a £1.3 million write-down in the carrying value of Skymet Weather Services Pvt, Inc., a £0.9 million write-down in the carrying value of Liases Foras Real Estate Rating & Research Pvt, Ltd, a £3.0 million write-down in the carrying value of Funcent DMG Information Technology Hong Kong Company Ltd, and a £0.9 million write-down in the carrying value of Propstack Services Private Ltd all held centrally.

 

5 Other gains and losses

 

Note

Year ended 30 September 2020

Year ended 30 September 2019

 

 

£m

£m

Profit on disposal of property, plant and equipment

 10

-

 1.1

Profit/(loss) on disposal and closure of businesses

10, 15, (i)

 38.9

 (1.8)

Recycled cumulative translation differences

 10, 15, (ii)

 0.7

 (3.6)

Loss on dilution of stake in associate

10, (iii)

-

 (0.7)

Profit/(loss) on change in control

10, (iv)

 1.6

 (0.8)

Profit on disposal of joint ventures and associates

10, (v)

 1.4

 79.5

 

 

 42.6

 73.7

 

There is a tax charge of £1.6 million in relation to these other gains and losses (2019 £15.0 million).

 

(i) In the current period this principally relates to a profit of £24.8 million relating to the disposal of Inframation AG and a profit of £15.7 million relating to Buildfax, Inc. both in the Property Information segment.

 

In the prior period this principally relates to a loss of £2.3 million relating to the disposal of On-geo in the Property Information segment.

 

(ii) Represents cumulative translation differences required to be recycled through the Consolidated Income Statement on disposals. 

(iii) In the prior period this represents a loss on dilution of the Group's stakes in Skymet Weather Services Pvt, Inc. and Laundrapp Ltd (formerly known as Zipjet Ltd). In accordance with IAS 28, Investments in Associates and Joint Ventures, this dilution has been treated as a deemed disposal. The carrying value of these investments has decreased resulting in a loss on dilution of £0.7 million.

 

(iv) In the current period this relates to a reduction in the Group's interest in Cazoo Ltd (Cazoo), previously an associate held Centrally. The remaining shareholding in Cazoo has been treated as a financial asset at fair value through other comprehensive income. In accordance with IFRS 3, Business Combinations, the difference of £1.6 million between the fair value of the investment retained and the carrying value is treated as a gain on change in control.

 

In the prior period the Group reduced its interest in TreppPort, LLC (TreppPort) in the Property Information segment. The remaining shareholding in TreppPort has been treated as a joint venture. In accordance with IFRS 3, Business Combinations, the difference of £0.7 million between the fair value of the investment retained and the carrying value is treated as a gain on change in control.

 

Additionally, in the prior period the Group purchased the remaining 50.0% of Daily Mail On-Air LLC (DailyMailTV), a joint venture in the Consumer Media segment during the period ended 30 September 2018, increasing its existing shareholding from 50.0% to 100% and became a wholly owned subsidiary. The difference of £1.5 million between the fair value of the joint venture and the net assets acquired is treated as a loss on change in control.

 

(v) In the current period this principally represents a profit of £1.2 million on the sale of Also Energy Holdings, Inc. held Centrally and a £0.1 million refund of expenses incurred in a prior period in relation to the disposal of SiteCompli in the Property Information segment.

 

In the prior period this principally represents a profit of £59.7 million on the sale of Real Capital Analytics, Inc. held Centrally and profit of £27.2 million on disposal of SiteCompli in the Property information segment, offset by costs of £7.9 million incurred in relation to the Group's distribution of Euromoney to shareholders.

 

6 Investment revenue

 

Year ended 30 September 2020

Year ended 30 September 2019

 

£m

£m

Interest receivable from short-term deposits

 5.0

 7.6

Interest receivable on loan notes

 3.3

 3.9

 

 8.3

 11.5

 

7 Net finance costs

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Interest, arrangement and commitment fees payable on bonds, bank loans and loan notes

 

 (15.0)

 (19.0)

Premium on bond redemption

(i)

-

 (0.9)

Finance charge on lease liabilities

 

 (2.5)

-

Loss on derivatives, or portions thereof, not designated for hedge accounting

 

 (0.3)

 (3.5)

Change in fair value of derivative hedge of bond

13

 0.5

 2.8

Change in fair value of hedged portion of bond

13

 (0.5)

 (2.8)

Change in fair value of undesignated financial instruments

 10

-

 (0.9)

Change in fair value of contingent consideration payable

10, (ii)

-

 (0.2)

Finance expense

 

 (17.8)

 (24.5)

 

 

 

 

Finance income on defined benefit pension schemes

10

 4.2

 7.1

Finance income on sublease receivable

 

 0.2

-

Finance income

 

 4.4

 7.1

 

 

 

 

Net finance costs

 

 (13.4)

 (17.4)

 

(i) During the prior period, the Company bought back £6.4 million nominal of its outstanding 2021 bonds incurring a premium of £0.9 million.

 

(ii) The fair value movement of contingent consideration arises from the requirement of IFRS 3, Business Combinations, to measure such consideration at fair value with changes in fair value taken to the Consolidated Income Statement.

 

 

8 Tax

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

The credit/(charge) on the profit for the period consists of:

 

 

 

UK tax

 

 

 

Corporation tax at 19.0% (2019 19.0%)

 

 0.3

-

Adjustments in respect of prior years

 

-

 0.3

 

 

 0.3

 0.3

Overseas tax

 

 

 

Corporation tax

 

 (14.4)

 (17.7)

Adjustments in respect of prior years

 

 4.0

 7.1

 

 

 (10.4)

 (10.6)

Total current tax

 

 (10.1)

 (10.3)

Deferred tax

 

 

 

Origination and reversals of temporary differences

 

 (2.1)

 0.3

Adjustments in respect of prior years

 

 2.0

 (0.4)

Total deferred tax

 

 (0.1)

 (0.1)

Total tax charge

 

 (10.2)

 (10.4)

Relating to discontinued operations

 16

 10.9

 (10.0)

Relating to continuing operations

 

 0.7

 (20.4)

 

The current and deferred tax implications of Brexit on the Group have been considered by management and are not expected to have any material impact.

 

 

 

Adjusted tax on profits before amortisation and impairment of intangible assets and non-recurring items (adjusted tax charge) amounted to a charge of £12.7 million (2019 £29.4 million) and the resulting effective rate is 17.6% (2019 20.3%). The differences between the tax charge and the adjusted tax charge are shown in the reconciliation below:

 

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Total tax charge on the profit for the year

 

 (10.2)

 (10.4)

Share of tax in joint ventures and associates

 4

 0.5

 (6.2)

Deferred tax on amortisation and impairment of acquired intangible assets

 

 (1.0)

 (3.8)

Reassessment of temporary differences

 

 11.1

 (13.5)

Tax on other gains and losses

 

 1.6

 15.0

Tax on exceptional operating costs

 

 (4.7)

 (9.1)

Impact of UK Corporation Tax rate change

 

 (8.6)

-

Prior year impact of US Foreign-Derived Intangible Income regime

 

 (3.2)

-

Tax on other adjusting items

 

 1.8

 (2.7)

Share of tax on associates' other adjusting items

 

-

 1.3

Adjusted tax charge on the profit for the year

 10

 (12.7)

 (29.4)

 

In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax effects of intangible assets (other than internally generated and acquired computer software), as the Group prefers to give users of its accounts a view of the tax charge based on the current status of such items. Deferred tax would only crystallise on a sale of the relevant businesses, which is not anticipated at the current time, and such a sale, being an exceptional item, would result in an exceptional tax impact.

 

Legislation was enacted in September 2016 to reduce the UK corporation tax rate to 17.0% from 1 April 2020. Accordingly, for the year ended 30 September 2019, the UK deferred tax balances are measured at 17.0% as this was the tax rate that would have applied on reversal unless the timing difference was expected to reverse before April 2020, in which case the appropriate tax rate was used. Further legislation was enacted during the year ended 30 September 2020 to cancel the reduction in UK corporation tax and the 19.0% rate of corporation tax is applicable for future periods. Therefore, for the year ended 30 September 2020 the UK deferred tax balances have been restated to 19.0% as this is the rate that will apply on the reversal of the temporary differences.

 

 

Reassessment of temporary differences of £11.1 million relates to the recognition of previously unrecognised deferred tax assets in respect of US deferred interest (£37.0 million) and the derecognition of previously recognised deferred tax assets in respect of UK tax losses and deferred interest (£39.5 million) and US state R&D tax credits (£8.6 million). The prior year reassessment of £13.5 million relates to the recognition of UK tax losses agreed with HMRC.

 

In April 2019 the EU Commission released its final decision on the State Aid investigation into the Group Financing Exemption (GFE) included within the UK's controlled foreign company (CFC) rules. The Commission ruled that the GFE constituted State Aid to the extent that non-trade finance profits of a CFC arose as a result of Significant People Functions (SPFs) in the UK. Up until 2018 the Group financed its US operations through a Luxembourg resident finance company which had received clearance from HM Revenue & Customs (HMRC) that it benefitted from the GFE. If the State Aid investigation ultimately leads to a reversal of the benefits that the Group has accrued through the GFE, the tax cost to the Group would be in the range from £nil to £7.4 million. The Group's best estimate of its most likely exposure through having SPFs in the UK based on HMRC's guidance is £1.6 million. The Directors consider that an appeal against the Commission's decision would be more than likely to be successful, and accordingly have made no provision in these financial statements.

 

 

 

 

9 Dividends paid

 

 

Year ended 30 September 2020

Year ended 30 September 2020

Year ended 30 September 2019

Year ended 30 September 2019

 

Note

Pence per share

£m

Pence per share

£m

Amounts recognisable as distributions to equity holders in the year

 

 

 

 

 

Ordinary Shares - final dividend for the year ended 30 September 2019

 

 16.6

 3.3

 -

 -

A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2019

 

 16.6

 34.6

 -

 -

Ordinary Shares - final dividend for the year ended 30 September 2018

 

 -

 -

 16.2

 3.2

A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2018

 

 -

 -

 16.2

 54.2

 

 

 -

 37.9

 -

 57.4

Ordinary Shares - interim dividend for the year ended 30 September 2020

 

 7.5

 1.5

 -

 -

A Ordinary Non-Voting Shares - interim dividend for the year ended 30 September 2020

 

 7.5

 15.5

 -

 -

Ordinary Shares - interim dividend for the year ended 30 September 2019

 

 -

 -

 7.3

 1.5

A Ordinary Non-Voting Shares - interim dividend for the year ended 30 September 2019

 

 -

 -

 7.3

 15.2

Euromoney cash distribution - B shares

(i)

 -

 -

 146.8

 183.0

Euromoney cash distribution - C shares

(i)

 -

 -

 647.0

 17.0

Euromoney dividend in specie

(i)

 -

 -

 691.3

 661.8

 

 

 -

 17.0

 -

 878.5

 

 

 -

 54.9

 -

 935.9

 

(i) During the period the Group disposed of its remaining stake in Euromoney by way of a dividend in specie together with a cash distribution to shareholders. The dividend in specie was distributed on 2 April 2019 and the cash distribution on 15 April 2019. Using the Euromoney share price as at 31 March 2019 the dividend in specie amounted to £673.6 million. Since both distributions were approved by the Board and the shareholders before 31 March 2019, the Group recognised a liability for both the cash distribution and dividend in specie as at 31 March 2019 amounting to £873.6 million.

 

Before these distributions were made c46.4% of the A shares held by Fully Participating Shareholders were converted into a new class of B Shares and c4.0% of the A Shares held by Rothermere Affiliated Shareholders converted into a new class of C Shares.

 

The dividend in specie was paid to Fully Participating Shareholders and amounted to £661.8 million. This was based on the Euromoney share price of £12.38 at 8am on 2 April 2019.

 

The cash distribution of £183.0 million in cash was paid to Fully Participating Shareholders in respect of the B Shares and a restricted special dividend of £17.0 million in cash was paid to the Rothermere Affiliated Shareholders in respect of C Shares. Once these distributions were made the B Shares and the C Shares were converted into Deferred B Shares and Deferred C Shares respectively before being transferred to the Company for no valuable consideration and cancelled shortly thereafter.

 

The Board has declared a final dividend of 16.6 pence per Ordinary/A Ordinary Non-Voting Share (2019 16.6 pence) which will absorb an estimated £37.6 million (2019 £37.8 million) of shareholders' equity for which no liability has been recognised in these financial statements. It will be paid on 5 February 2021 to shareholders on the register at the close of business on 4 December 2020.

 

10 Adjusted profit

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Profit before tax - continuing operations

 3

 52.4

 134.3

Profit/(loss) before tax - discontinued operations

 16

 13.0

 (32.6)

Profit on disposal of discontinued operations including recycled cumulative translation differences

 16

 133.8

-

Adjust for:

 

 

 

Amortisation of intangible assets in Group profit, including joint ventures and associates, arising on business combinations

3, 4, 16

 11.3

 19.9

Impairment of goodwill and intangible assets arising on business combinations

3, 16

 14.1

 19.1

Exceptional operating costs, impairment of internally generated and acquired computer software

3, 16

 25.2

 43.2

Share of exceptional operating costs and prior year tax exposures of joint ventures and associates

 4

-

 (1.7)

Share of joint ventures' and associates' other gains and losses

 4

 (0.4)

-

Impairment of carrying value of joint ventures and associates

 4

 3.8

 29.6

Other gains and losses:

 

 

 

Profit on disposal of property, plant and equipment

 5

-

 (1.1)

Profit on disposal of businesses, joint ventures, associates, change of control and recycled cumulative translation differences

5, 16

 (42.6)

 (66.2)

Profit on disposal of discontinued operations including recycled cumulative translation differences

 16

 (133.8)

-

Finance costs:

 

 

 

Finance income on defined benefit pension schemes

 7

 (4.2)

 (7.1)

Fair value movements including share of joint ventures and associates

4, 7, (i)

-

 1.1

Tax:

 

 

 

Share of tax in joint ventures and associates

4, 8

 (0.5)

 6.2

Adjusted profit before tax and non-controlling interests

 

 72.1

 144.7

Total tax charge on the profit for the year

 8

 (10.2)

 (10.4)

Adjust for:

 

 

 

Share of tax in joint ventures and associates

4, 8

 0.5

 (6.2)

Deferred tax on amortisation and impairment of acquired intangible assets

 8

 (1.0)

 (3.8)

Reassessment of temporary differences

 8

 11.1

 (13.5)

Tax on other gains and losses

 8

 1.6

 15.0

Tax on exceptional operating costs

 8

 (4.7)

 (9.1)

Impact of UK Corporation Tax rate change

 8

 (8.6)

-

Prior year impact of US Foreign-Derived Intangible Income regime

 8

 (3.2)

-

Tax on other adjusting items

 8

 1.8

 (2.7)

Share of tax on associates' other adjusting items

 8

-

 1.3

Non-controlling interests

(ii)

-

 (0.8)

Adjusted profit after taxation and non-controlling interests

 

 59.4

 114.5

 

(i) Fair value movements include movements on undesignated financial instruments, contingent consideration payable and receivable and change in value of acquisition put options.

 

(ii) The adjusted non-controlling interests' share of profits for the year of £nil (2019 £0.8 million) is stated after eliminating a credit of £nil (2019 £0.4 million), being the non-controlling interests' share of adjusting items.

 

11 Earnings per share

Basic earnings per share of 83.1 pence (2019 30.7 pence) and diluted earnings per share of 81.2 pence (2019 30.3 pence) are calculated, in accordance with IAS 33, Earnings Per Share, on Group profit for the financial year of £189.3 million (2019 £90.9 million) as adjusted for the effect of dilutive Ordinary Shares of £nil (2019 £nil) and profits from discontinued operations of £135.9 million (2019 losses of £22.6 million) and on the weighted average number of Ordinary Shares in issue during the year, as set out below.

 

As in previous years, adjusted earnings per share have also been disclosed since the Directors consider that this alternative measure gives a more comparable indication of the Group's underlying trading performance. Adjusted earnings per share of 26.1 pence (2019 38.6 pence) are calculated on profit for continuing and discontinued operations before exceptional operating costs, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, other gains and losses and exceptional financing costs after taxation and non-controlling interests associated with those profits, of £59.4 million (2019 £114.5 million), as set out in Note 10 and on the basic weighted average number of Ordinary Shares in issue during the year.

 

Basic and diluted earnings per share:

 

Year ended 30 September 2020 Diluted earnings

Year ended 30 September 2019 Diluted earnings

 

Year ended 30 September 2020 Basic earnings

Year ended 30 September 2019 Basic earnings

 

 

£m

£m

£m

£m

Earnings from continuing operations

 53.4

 113.5

 53.4

 113.5

Effect of dilutive Ordinary Shares

-

-

-

-

Earnings/(losses) from discontinued operations

 135.9

 (22.6)

 135.9

 (22.6)

 

 189.3

 90.9

 189.3

 90.9

 

 

 

 

 

 

 

 

 

 

Adjusted earnings from continuing and discontinued operations

 59.4

 114.5

 59.4

 114.5

Effect of dilutive Ordinary Shares

-

-

-

-

 

 59.4

 114.5

 59.4

 114.5

 

 

 

Year ended 30 September 2020 Diluted pence per share

Year ended 30 September 2019 Diluted pence per share

Year ended 30 September 2020 Basic pence per share

Year ended 30 September 2019 Basic pence per share

Earnings per share from continuing operations

 22.9

 37.8

 23.4

 38.3

Effect of dilutive Ordinary Shares

-

-

-

-

Earnings/(losses) per share from discontinued operations

 58.3

 (7.5)

 59.7

 (7.6)

Earnings per share from continuing and discontinued operations

 81.2

 30.3

 83.1

 30.7

 

 

 

 

 

Adjusted earnings per share from continuing and discontinued operations

 25.5

 38.1

 26.1

 38.6

Effect of dilutive Ordinary Shares

-

-

-

-

Adjusted earnings per share from continuing and discontinued operations

 25.5

 38.1

 26.1

 38.6

 

The weighted average number of Ordinary Shares in issue during the year for the purpose of these calculations is as follows:

 

 

Year ended 30 September 2020 Number

Year ended 30 September 2019 Number

 

m

m

Number of Ordinary Shares in issue

 234.8

 303.5

Own shares held

 (7.0)

 (7.1)

Basic earnings per share denominator

 227.8

 296.4

Effect of dilutive share options

 5.2

 3.8

Dilutive earnings per share denominator

 233.0

 300.2

 

 

 

12 EBITDA and cash generated by operations

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Continuing operations

 

 

 

Adjusted operating profit

 3

 88.3

 135.8

Non-exceptional depreciation charge

3, 19

 22.5

 22.7

Non-exceptional depreciation charge on right of use assets

3, 20

 20.9

-

Amortisation of internally generated and acquired computer software not arising on business combinations

3

 15.4

 17.9

Operating (losses)/profits from joint ventures and associates

 4

 (7.8)

 12.6

Share of charge of depreciation and amortisation of internally generated and acquired computer software not arising on business combinations of joint ventures and associates

 

 1.6

 1.5

Discontinued operations

 

 

 

Adjusted operating profit

 16

 1.6

 8.4

Non-exceptional depreciation charge

16

-

 2.6

Amortisation of internally generated and acquired computer software not arising on business combinations

3, 16

-

 4.1

EBITDA

 

 142.5

 205.6

Adjustments for:

 

 

 

Share-based payments

 

 42.2

 21.1

Loss on disposal of property, plant and equipment

 

-

 0.6

Share of losses/(profits) from joint ventures and associates

 4

 7.8

 (12.6)

Exceptional operating costs

 3

 (23.7)

 (43.2)

Non-cash pension past service cost

3

-

 3.1

Share of charge of depreciation and amortisation of internally generated and acquired computer software not arising on business combinations of joint ventures and associates

 

 (1.6)

 (1.5)

Decrease in inventories

 

 14.5

 5.9

Decrease/(increase) in trade and other receivables

 

 30.6

 (40.9)

(Decrease)/increase in trade and other payables

 

 (31.5)

 0.9

(Decrease)/increase in provisions

 

 (14.4)

 38.8

Additional payments into pension schemes

 

 (16.1)

 (12.8)

Cash generated by operations

 

 150.3

 165.0

 

13 Analysis of net cash

 

 

At 30 September 2019

On transition to IFRS 16 (Note 2)

Cash flow

Fair value hedging adjustments

Issued on acquisition of subsidiaries (Note 14)

On disposal of subsidiaries (Note 15)

Foreign exchange movements

Other non-cash movements (i)

At 30 September 2020

 

Note

£m

£m

£m

£m

£m

£m

£m

£m

£m

Cash and cash equivalents

 

 301.1

-

 210.2

-

-

-

 (11.0)

-

 500.3

Bank overdrafts

21

 (11.9)

-

 (8.6)

-

-

-

 0.1

-

 (20.4)

Net cash and cash equivalents

 

 289.2

-

 201.6

-

-

-

 (10.9)

-

 479.9

Debt due within one year

 

 

 

 

 

 

 

 

 

 

Bonds

21, (i)

-

-

-

-

-

-

-

 (0.8)

 (0.8)

Loan notes

 21

 (1.6)

-

-

-

-

 1.6

-

-

-

Lease liabilities

21, (i)

-

 (31.2)

 26.0

-

 (0.2)

 8.5

 0.1

 (25.9)

 (22.7)

Debt due after one year

 

 

 

 

 

 

 

 

 

 

Bonds

21, (i)

 (202.8)

-

-

 (0.5)

-

-

-

 0.6

 (202.7)

Lease liabilities

21, (i)

-

 (60.8)

-

-

-

-

 2.1

 (18.4)

 (77.1)

Net cash before effect of derivatives

 

 84.8

 (92.0)

 227.6

 (0.5)

 (0.2)

 10.1

 (8.7)

 (44.5)

 176.6

Effect of derivatives on debt

(ii)

 (18.3)

-

-

 0.5

-

-

 4.3

 0.1

 (13.4)

Collateral deposits

 22

 15.4

-

 6.3

-

-

-

-

-

 21.7

Net cash at closing exchange rate

 

 81.9

 (92.0)

 233.9

-

 (0.2)

 10.1

 (4.4)

 (44.4)

 184.9

 

 

 

 

 

 

 

 

 

 

 

Net cash at average exchange rate

 

 76.2

 

 

 

 

 

 

 

 186.5

 

The net cash inflow of £201.6 million (2019 outflow of £157.4 million) includes a cash outflow of £2.9 million (2019 inflow of £0.1 million) in respect of operating exceptional items.

 

(i) Other non-cash movements comprise the unwinding of bond issue discount amounting to £0.1 million (2019 £0.7 million), amortisation of bond issue costs of £0.1 million (2019 £0.1 million), £2.5 million (2019 £nil) finance charges relating to IFRS 16 lease liabilities and £41.8 million (2019 £nil) in relation to new lease commitments.

 

(ii) The effect of derivatives on debt is the net currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency.

 

 

14 Summary of the effects of acquisitions

On 29 November 2019, the Consumer Media segment acquired the 'i', the UK national newspaper and website from JPI Media Ltd, for total consideration of £49.6 million.

 

The 'i' contributed £26.5 million to the Group's revenue, £9.4 million to the Group's operating profit and £6.3 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2020.

 

If the acquisition had been completed on the first day of the financial period, the 'i' would have contributed £33.2 million to the Group's revenue, £12.3 million to the Group's operating profit and £9.1 million to the Group's profit after tax.

 

On 18 December 2019, the Property Information segment acquired the entire ordinary share capital of OneSearch Direct Holdings Ltd (OneSearch) for total consideration of £7.3 million. OneSearch are a specialist data producer of local authority and drainage and water searches for conveyancers.

 

OneSearch contributed £4.3 million to the Group's revenue, reduced the Group's operating profit by £0.4 million and reduced the Group's profit after tax by £0.3 million for the period between the date of acquisition and 30 September 2020.

 

If the acquisition had been completed on the first day of the financial period, OneSearch would have contributed £5.8 million to the Group's revenue, reduced the Group's operating profit by £0.3 million and reduced the Group's profit after tax by £0.2 million.

 

On 18 February 2020, the Events and Exhibitions segment acquired the Addisbuild show for total consideration of £0.5 million. Addisbuild is a long-standing construction event dedicated to the Ethiopian market.

 

Addisbuild contributed £nil to the Group's revenue, £nil to the Group's operating profit and £nil to the Group's profit after tax for the period between the date of acquisition and 30 September 2020.

 

If the acquisition had been completed on the first day of the financial period, Addisbuild would have contributed £0.3 million to the Group's revenue, £0.1 million to the Group's operating profit and £0.1 million to the Group's profit after tax.

 

On 9 April 2020, the Events and Exhibitions segment acquired CWC Energy Holdings Ltd (CWC) for total consideration of £14.3 million. CWC organises events worldwide with four well established events in Nigeria, Mozambique and Tanzania and a presence in China.

 

CWC contributed £nil to the Group's revenue, reduced the Group's operating profit by £1.8 million and reduced the Group's profit after tax by £1.5 million for the period between the date of acquisition and 30 September 2020.

 

If the acquisition had been completed on the first day of the financial period, CWC would have contributed £4.1 million to the Group's revenue, reduced the Group's operating profit by £0.6 million and reduced the Group's profit after tax by £0.7 million.

 

On 30 June 2020, the Consumer Media segment acquired One Fab Day for total consideration of £0.4 million. One Fab Day was subsequently renamed Coral Mint Ltd (Coral Mint). Coral Mint is an Irish website targeted at women for wedding preparation and planning.

 

Coral Mint contributed £0.1 million to the Group's revenue, £nil to the Group's operating profit and £nil to the Group's profit after tax for the period between the date of acquisition and 30 September 2020.

 

If the acquisition had been completed on the first day of the financial period, Coral Mint would have contributed £0.3 million to the Group's revenue, £nil to the Group's operating profit and £nil to the Group's profit after tax.

 

 

 

Provisional fair value of net assets acquired with all acquisitions:

 

 

The 'i'

Coral Mint

OneSearch

CWC

Addisbuild

Total

 

Note

£m

£m

£m

£m

£m

£m

Goodwill

18, (i)

 8.9

 0.4

 4.7

 8.0

-

 22.0

Intangible assets

 18

 38.1

-

 3.6

 8.2

 0.5

 50.4

Property, plant and equipment

 19

 0.1

-

 0.1

-

-

 0.2

Right of use assets

 20

-

-

 0.1

-

-

 0.1

Inventories

 

-

-

-

 1.0

-

 1.0

Trade and other receivables

 

 3.1

-

 1.1

 9.3

-

 13.5

Cash and cash equivalents

 

-

-

 0.7

 1.2

-

 1.9

Trade and other payables

 

 (1.3)

-

 (0.7)

 (10.1)

-

 (12.1)

Bank overdrafts

 

-

-

 (0.6)

-

-

 (0.6)

Lease liabilities

 13

-

-

 (0.2)

-

-

 (0.2)

Corporation tax

 

-

-

-

 (0.5)

-

 (0.5)

Provisions

 

 (1.5)

-

 (0.1)

-

-

 (1.6)

Deferred tax

 

 2.2

-

 (1.4)

 (1.5)

-

 (0.7)

Net assets acquired

 

 49.6

 0.4

 7.3

 15.6

 0.5

 73.4

Non-controlling interest share of net assets acquired

 

-

-

-

 (1.3)

-

 (1.3)

Group share of net assets acquired

 

 49.6

 0.4

 7.3

 14.3

 0.5

 72.1

 

Cost of acquisitions:

 

 

The 'i'

Coral Mint

OneSearch

CWC

Addisbuild

Total

 

Note

£m

£m

£m

£m

£m

£m

Cash paid in current year

 

 49.6

 0.3

 7.3

 12.7

-

 69.9

Contingent consideration

(ii)

-

 0.1

-

 0.6

 0.4

 1.1

Cash consideration payable

 

-

-

-

 1.0

 0.1

 1.1

Total consideration at fair value

 

 49.6

 0.4

 7.3

 14.3

 0.5

 72.1

 

(i) The amount of goodwill which is deductible for the purposes of calculating the Group's tax charge is £nil.

 

Goodwill arising on these acquisitions is principally 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.

 

(ii) The estimated range of undiscounted outcomes for contingent consideration relating to acquisitions in the year is £0.4 million to £4.6 million.

 

The contingent consideration has been discounted back to current values in accordance with IFRS 3, Business Combinations. In each case the Group has used acquisition accounting to account for the purchase.

 

All of the companies acquired during the period contributed £30.9 million to the Group's revenue and £4.5 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2020.

 

Acquisition-related costs, amounting to £2.9 million, have been charged against profits for the period in the Consolidated Income Statement.

 

If all acquisitions had been completed on the first day of the period, Group revenues for the period would have been £1,216.1 million and Group profit attributable to equity holders of the parent would have been a profit of £193.0 million. This information takes into account the amortisation of acquired intangible assets together with related income tax effects but excludes any pre-acquisition finance costs and should not be viewed as indicative of the results of operations that would have occurred if the acquisitions had actually been completed on the first day of the period.

 

Purchase of additional shares in controlled entities:

 

Year ended 30 September 2020

Year ended 30 September 2019

 

£m

£m

Cash consideration

 0.8

-

 

During the year, the Group acquired additional shares in controlled entities amounting to £0.8 million (2019 £nil).

 

Reconciliation to purchase of businesses and subsidiary undertakings as shown in the Consolidated Cash Flow Statement:

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Cash consideration

 

 70.7

 24.7

Cash paid to settle contingent consideration in respect of acquisitions

(i)

 0.4

 4.7

Cash paid to settle acquisition put options

 

-

 0.6

Cash and cash equivalents acquired with subsidiaries

 

 (1.9)

 (2.4)

Bank overdrafts acquired with subsidiaries

 

 0.6

-

Purchase of businesses and subsidiary undertakings

 

 69.8

 27.6

 

(i) Cash paid to settle contingent consideration in respect of acquisitions includes £0.3 million (2019 £0.2 million) within the Property Information segment, £nil (2019 £0.4 million) within the EdTech segment, £nil (2019 £4.1 million) in the Energy Information segment and £0.1 million (2019 £nil) within the Events and Exhibitions segment.

 

15 Summary of the effects of disposals

On 5 November 2019 the Group sold its Energy Information segment for proceeds of £263.7 million. The sale also included Inframation AG in the Property Information segment. On 11 October 2019 the Property Information segment disposed of Buildfax, Inc. for proceeds of £20.4 million. These businesses were recognised as held for sale in the prior year.

 

The impact of the disposal of businesses completed during the period on net assets is as follows:

 

 

Other disposals

Prior year assets held for sale disposed in current year

Adjustment on sale of assets held for sale in current year

Total

 

Note

£m

£m

£m

£m

Goodwill

17

-

 83.3

 2.8

 86.1

Intangible assets

17

-

 32.0

 (0.8)

 31.2

Property, plant and equipment

 17

-

 7.1

-

 7.1

Right of use assets

 17

-

 8.3

-

 8.3

Trade and other receivables

 17

 (0.6)

 22.6

 6.8

 28.8

Cash and cash equivalents

 17

-

 2.0

 (1.7)

 0.3

Trade and other payables

 17

 (6.6)

 (36.5)

 (11.6)

 (54.7)

Loan notes

13, 17

-

 (1.6)

-

 (1.6)

Lease liabilities

13, 17

-

 (8.5)

-

 (8.5)

Bank overdrafts

 17

-

 (0.1)

-

 (0.1)

Current tax receivable

 17

-

 0.6

-

 0.6

Provisions

 17

 0.9

 (34.2)

 34.2

 0.9

Deferred tax assets/(liabilities)

 17

-

 5.9

 (7.6)

 (1.7)

Net assets disposed

 

 (6.3)

 80.9

 22.1

 96.7

Profit/(loss) on sale of businesses including recycled cumulative exchange differences

5, 16

 (1.7)

-

 175.1

 173.4

 

 

 (8.0)

 80.9

 197.2

 270.1

 

 

 

 

 

 

Satisfied by:

 

 

 

 

 

Cash received

 

-

 

 317.0

 317.0

Directly attributable costs paid

 

 (2.9)

 

 (26.6)

 (29.5)

Deferred consideration

 

 (5.0)

 

-

 (5.0)

Working capital adjustment cash paid

 

-

 

 (1.8)

 (1.8)

Recycled cumulative translation differences

 

 (0.1)

 

 (10.5)

 (10.6)

 

 

 (8.0)

 

 278.1

 270.1

 

 

 

 

Reconciliation to disposal of businesses and subsidiary undertakings as shown in the Consolidated Cash Flow Statement:

 

Year ended 30 September 2020

Year ended 30 September 2019

 

£m

£m

Cash consideration net of disposal costs

 (2.9)

 2.8

Cash consideration net of disposal costs - discontinued operations

 290.4

 (5.2)

Working capital adjustment cash paid - discontinued operations

 (1.8)

 (0.9)

Cash consideration received in the current year relating to businesses sold in the prior year

 15.6

-

Cash and cash equivalents disposed with subsidiaries

 (0.2)

 (8.3)

Proceeds/(costs) on disposal of businesses and subsidiary undertakings

 301.1

 (11.6)

 

All of the businesses disposed of during the period absorbed £12.6 million of the Group's net operating cash flows, contributed £235.0 million in respect of investing activities and paid £1.6 million in respect of financing activities.

 

The Group's net tax charge includes a tax charge of £1.6 million in relation to these disposals which includes a tax charge of £7.7 million relating to discontinued operations.

 

16 Discontinued operations

On 26 August 2019, the Group announced that it had agreed the sale of its Energy Information segment to Verisk Analytics, Inc. (Verisk). The sale completed on 5 November 2019 following the completion of customary closing conditions. The results of the Energy Information segment for the period are included in discontinued operations for the current and prior period.

 

The Group's Consolidated Income Statement includes the following results from discontinued operations:

 

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

Note

£m

£m

Revenue

 3

 7.1

 73.6

Expenses

 

 (5.5)

 (58.5)

Depreciation

 3

-

 (2.6)

Amortisation of intangible assets not arising on business combinations

 3

-

 (4.1)

Adjusted operating profit

 3

 1.6

 8.4

Exceptional operating income/(costs)

3, 10, (i)

 11.4

 (31.3)

Amortisation of intangible assets arising on business combinations

3, 10

-

 (3.2)

Operating profit/(loss)

 

 13.0

 (26.1)

Other gains and losses

 3, 10

 -

 (6.4)

Profit/(loss) before net finance costs and tax

10

 13.0

 (32.5)

Interest, arrangement and commitment fees payable on bonds, bank loans and loan notes

 

-

 (0.1)

Finance costs

 3

-

 (0.1)

Profit/(loss) before tax

 

 13.0

 (32.6)

Tax (charge)/credit

8

 (3.2)

 10.0

Profit/(loss) after tax attributable to discontinued operations

 

 9.8

 (22.6)

Profit on disposal of discontinued operations

3, 10, 15

 145.1

-

Recycled cumulative translation differences on disposal of discontinued operations

3, 10, 15

 (11.3)

-

Tax charge on profit on disposal of discontinued operations

 8

 (7.7)

-

Profit/(loss) attributable to discontinued operations

3

 135.9

 (22.6)

 

(i) The Group's Energy Information business (Genscape) provided a third-party auditor service verifying Renewable Identification Numbers (RINs) for renewable fuel production activities in the US, as part of the Renewable Fuel Standard Quality Assurance Program (Program), a regulatory program administered by the US Environmental Protection Agency (EPA).

Following discovery and self-reporting to the EPA by Genscape of potential fraudulent RINs generated by two companies unconnected with DMGT but verified by Genscape between 2013 and 2014 under the Program, the EPA issued a notice of intent to revoke the ability of Genscape to verify RINs as a third-party auditor on 4 January 2017. Following the EPA investigation of the two companies in April 2016, the two companies pleaded guilty of fraud in connection with the broader scheme to generate RINs.

EPA regulations for the audit program set a liability cap on replacement of invalid RINs of 2.0% of the RINs. In April 2017 Genscape voluntarily paid the 2.0% liability cap associated with the invalid RINs at a cost of US$1.3 million, based on the then-prevailing market rates, subject to a reservation of rights. The EPA regulations allow for situations where the cap does not apply - including fraud, auditor error and negligence.

The EPA had not formally alleged any fraud or intentional wrongdoing by Genscape, but in its May 2019 final determination letter, EPA did find grounds for auditor error and negligence by Genscape and ordered Genscape to replace 69.2 million additional RINs it had verified.

In July 2019, Genscape filed a petition for review with the Sixth Circuit Court of Appeals and a motion to stay the EPA's order to replace the 69.2 million RINs which was accepted for the duration of Genscape's petition for review.

Notwithstanding the sale of Genscape to Verisk, DMGT is responsible for any costs, claims or awards and all settlement negotiations with the EPA.

Since RINs trade in a volatile range, averaging approximately 48 cents over the previous 24-month period, replacing the maximum 69.2 million RINs claimed by the EPA would equate to a potential maximum claim of approximately US$33.4 million. Using the period end price of 62 cents replacing the maximum 69.2 million RINs claimed by the EPA would equate to a potential maximum claim of US$42.9 million.

DMGT continues to cooperate with the EPA and settlement discussions are ongoing but considering the uncertainties involved, the length of time involved and taking note of the order from the EPA, the Group, without admitting any wrongdoing, made a provision for the total cost of replacing RINs at 30 September 2019.

At each period end IAS 37 requires DMGT to review this provision and make appropriate adjustments to reflect the current status of the claim. Accordingly, the Group has reduced its total provision. The Group's closing provision includes the cost of replacement RINs, estimated purchase costs, associated legal fees and currency fluctuations. The final settlement amount may be different than the provision made, however, it is not possible for the Group to predict with any certainty the potential impact of this litigation or to quantify the ultimate cost of a verdict or resolution. Accordingly, the provision could change substantially over time as the dispute progresses and new facts emerge. Any change to this provision will continue to be disclosed as an exceptional operating item within discontinued operations.

A deferred tax asset of US$5.3 million (£4.1 million) (2019 US$8.4 million (£6.8 million)) arises on this provision.

Cash flows associated with discontinued operations comprise operating cash inflows of £2.5 million (2019 £11.9 million), investing cash inflows of £235.0 million (2019 £13.3 million) and financing cash outflows of £1.6 million (2019 £0.2 million).

 

17 Total assets and liabilities of businesses held for sale

The main classes of assets and liabilities comprising the operations classified as held for sale are set out in the table below.

 

At 30 September 2020 the assets and liabilities held for sale relate to the Group's Energy Information segment.

 

At 30 September 2019 the assets and liabilities held for sale relate to the Group's Energy Information segment, together with BuildFax, Inc. and Inframation AG which are included in the Property Information segment. The proceeds of disposal less costs to sell exceed the net carrying amount of the relevant assets and liabilities and, accordingly, no impairment loss was recognised on the classification of these operations as held for sale.

 

 

 

At 30 September 2020

At 30 September 2019

 

Note

£m

£m

Goodwill

 18

 -

 83.3

Intangible assets

18

 -

 32.0

Deferred tax

 

 4.1

 5.9

Property, plant and equipment

 19

 -

 7.1

Trade and other receivables:

 

 

 

Trade receivables

 

 -

 10.0

Expected credit losses

 

 -

 (0.4)

Prepayments

 

 -

 3.3

Contract acquisition costs

 

 -

 3.1

Contract assets

 

 -

 0.3

Other receivables

 

 -

 6.3

Cash and cash equivalents

 

 -

 2.0

Current tax receivable

 

 -

 0.6

Total assets associated with businesses held for sale

 

 4.1

 153.5

 

 

 

 

Adjustment for transition to IFRS 16

 

 

 

Right of use assets

 2

 

 8.3

Restated at 1 October 2019 Total assets associated with businesses held for sale

 

 

 161.8

 

 

 

 

Trade and other payables

 

 -

 (36.7)

Bank overdrafts

21

 -

 (0.1)

Loan notes

21

 -

 (1.6)

Provisions

 

 (19.7)

 (34.2)

Total liabilities associated with businesses held for sale

 

 (19.7)

 (72.6)

 

 

 

 

Adjustment for transition to IFRS 16

 

 

 

Trade and other payables

 2

 

 0.2

Lease liabilities

 2

 

 (8.5)

Restated at 1 October 2019 Total liabilities associated with businesses held for sale

 

 

 (80.9)

 

 

 

 

Net (liabilities)/assets of the disposal group

 

 (15.6)

 80.9

 

18 Goodwill and other intangible assets

 

 

Goodwill

Other Intangibles

 

Note

£m

£m

Cost

 

 

 

At 30 September 2018

 

 422.4

 598.3

Additions

 

 22.0

 4.0

Internally generated

 

-

 13.9

Disposals

 

 (27.7)

 (26.7)

Classified as held for sale

 17

 (145.2)

 (107.2)

Exchange adjustment

 

 8.1

 21.0

At 30 September 2019

 

 279.6

 503.3

Additions from business combinations

14

 22.0

 50.4

Other additions

 

-

 2.3

Internally generated

 

-

 4.2

Adjustment to previous year estimate of contingent consideration

 

 (0.2)

-

Disposals

 

 (3.2)

 (5.1)

Transfer from property, plant and equipment

19

-

 0.7

Exchange adjustment

 

 (3.7)

 (14.1)

At 30 September 2020

 

 294.5

 541.7

 

 

 

 

Accumulated amortisation and impairment

 

 

 

At 30 September 2018

 

 89.2

 467.1

Amortisation

 

-

 35.4

Impairment

 3

 19.1

-

Disposals

 

 (19.1)

 (11.7)

Classified as held for sale

 17

 (61.9)

 (75.2)

Exchange adjustment

 

 1.1

 17.8

At 30 September 2019

 

 28.4

 433.4

Amortisation

 3

-

 26.7

Impairment

 3

 11.8

 3.8

Disposals

 

-

 (4.5)

Transfer from property, plant and equipment

19

-

 0.2

Exchange adjustment

 

 (1.1)

 (12.8)

At 30 September 2020

 

 39.1

 446.8

Net book value - 2018

 

 333.2

 131.2

Net book value - 2019

 

 251.2

 69.9

Net book value - 2020

 

 255.4

 94.9

 

The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Intangible assets, all of which have finite lives, are tested separately from goodwill only where impairment indicators exist. Recoverable amounts have been determined using value in use calculations in accordance with IAS 36, Impairment of Assets.

Goodwill impairment losses recognised in the period amounted to £11.8 million of which £8.9 million related to the Events and Exhibitions segment. This impairment charge was the result of reduced forecasts following the Covid-19 pandemic which has resulted in a reduction in value in use. There is a tax credit of £nil associated with this impairment charge.

Other intangibles impairment losses recognised in the period amount to £3.8 million. There is a tax credit of £0.6 million associated with this impairment charge.

 

19 Property, plant and equipment

 

 

Freehold properties

Short leasehold properties

Plant and equipment

Total

 

Note

£m

£m

£m

£m

Cost

 

 

 

 

 

At 30 September 2018

 

 40.4

 20.7

 307.1

 368.2

Owned by subsidiaries acquired

 

-

-

 0.1

 0.1

Additions

 

 0.2

 0.7

 15.0

 15.9

Disposals

 

 (8.2)

 (0.3)

 (17.8)

 (26.3)

Classified as held for sale

 17

-

-

 (23.4)

 (23.4)

Owned by subsidiaries disposed

 

-

-

 (5.1)

 (5.1)

Exchange adjustment

 

-

 1.0

 3.7

 4.7

At 30 September 2019

 

 32.4

 22.1

 279.6

 334.1

Owned by subsidiaries acquired

14

-

-

 0.2

 0.2

Additions

 

 0.7

 1.7

 9.8

 12.2

Disposals

 

 (0.2)

 (0.2)

 (4.1)

 (4.5)

Transfers to intangible fixed assets

 18

-

-

 (0.7)

 (0.7)

Exchange adjustment

 

-

 (0.8)

 (2.5)

 (3.3)

At 30 September 2020

 

 32.9

 22.8

 282.3

 338.0

 

 

 

Freehold properties

Short leasehold properties

Plant and equipment

Total

 

Note

£m

£m

£m

£m

Accumulated depreciation and impairment

 

 

 

 

 

At 30 September 2018

 

 16.8

 14.3

 237.4

 268.5

Charge for the year

 3

 1.3

 2.7

 21.3

 25.3

Disposals

 

-

 (0.3)

 (17.2)

 (17.5)

Classified as held for sale

 17

-

-

 (16.3)

 (16.3)

Owned by subsidiaries disposed

 

-

-

 (4.2)

 (4.2)

Exchange adjustment

 

-

 0.8

 3.1

 3.9

At 30 September 2019

 

 18.1

 17.5

 224.1

 259.7

Charge for the year

 3

 1.3

 2.6

 18.6

 22.5

Disposals

 

 (0.2)

 (0.2)

 (3.9)

 (4.3)

Transfers to intangible fixed assets

 18

-

-

 (0.2)

 (0.2)

Exchange adjustment

 

-

 (0.8)

 (1.9)

 (2.7)

At 30 September 2020

 

 19.2

 19.1

 236.7

 275.0

Net book value - 2018

 

 23.6

 6.4

 69.7

 99.7

Net book value - 2019

 

 14.3

 4.6

 55.5

 74.4

Net book value - 2020

 

 13.7

 3.7

 45.6

 63.0

 

 

During the year the Group spent £12.2 million (2019 £15.9 million) on property, plant and equipment and disposed certain of its property, plant and equipment with a carrying value of £0.2 million (2019 £8.8 million) for proceeds of £0.7 million (2019 £9.3 million). In addition property, plant and equipment with a carrying value of £nil was owned by subsidiaries disposed during the year (2019 £0.9 million).

 

20 Right of use assets

 

 

Leasehold properties

Plant and equipment

Total

 

Note

£m

£m

£m

Cost

 

 

 

 

At 30 September 2019

 

-

-

-

Adjustment for transition to IFRS 16

 2

 68.1

 1.8

 69.9

Restated at 1 October 2019

 

 68.1

 1.8

 69.9

Owned by subsidiaries acquired

14

 0.1

-

 0.1

Additions

 

 41.4

 0.7

 42.1

Disposals

 

 (0.1)

-

 (0.1)

Adjustment to sublease receivable

 

 0.6

-

 0.6

Exchange adjustment

 

 (2.0)

-

 (2.0)

At 30 September 2020

 

 108.1

 2.5

 110.6

 

 

 

Leasehold properties

Plant and equipment

Total

 

Note

£m

£m

£m

Accumulated depreciation and impairment

 

 

 

 

At 30 September 2019

 

-

-

-

Charge for the year

 3

 20.1

 0.8

 20.9

Exchange adjustment

 

 (0.1)

-

 (0.1)

At 30 September 2020

 

 20.0

 0.8

 20.8

Net book value restated at 1 October 2019

 

 68.1

 1.8

 69.9

Net book value at 30 September 2020

 

 88.1

 1.7

 89.8

 

21 Borrowings

The Group's borrowings are unsecured and are analysed as follows:

 

 

At 30 September 2020

At 30 September 2019

 

Note

£m

£m

Current liabilities

 

 

 

Bonds

13, 23

 0.8

-

Bank overdrafts

13

 20.4

 11.9

Lease liabilities

13

 22.7

-

Loan notes

13

-

 1.6

 

 

 43.9

 13.5

Classified as held for sale

17

-

 (1.7)

 

 

 43.9

 11.8

Adjustment for transition to IFRS 16

 

 

 

Lease liabilities

2

 

 29.7

Restated at 1 October 2019

 

 

41.5

 

 

 

 

Non-current liabilities

 

 

 

Bonds

13, 23

 202.7

 202.8

Lease liabilities

13

 77.1

-

 

 

 279.8

 202.8

Adjustment for transition to IFRS 16

 

 

 

Lease liabilities

2

 

 53.8

Restated at 1 October 2019

 

 

256.6

 

Bonds

The Company's 2018 bonds matured during the prior year and were repaid in full. In addition the Company bought back £6.4 million nominal of its outstanding 2021 bonds incurring a premium of £0.9 million.

 

 

 

Committed borrowing facilities

The Group's total committed bank facilities amount to £373.2 million (2019 £381.4 million). Of these facilities £205.0 million (2019 £205.0 million) are denominated in sterling and £168.2 million (US$217.0 million) (2019 £176.4 million (US$217.0 million)) are denominated in US dollars. Drawings are permitted in all major currencies.

 

The Group's bank loans bear interest charged at LIBOR plus a margin. The margin varies by bank and is based on the Group's ratio of net debt to EBITDA or the Group's credit rating. EBITDA for these purposes is defined as the aggregate of the Group's consolidated operating profit including share of results of joint ventures and associates before deducting depreciation, amortisation and impairment of goodwill, intangible and tangible assets, before exceptional items and before interest and finance charges, and is shown in Note 12. For the purposes of calculating the Group's bank covenants, EBITDA is calculated on a pre-IFRS 16 basis and amounts to £120.3 million by deducting operating lease charges and adding sublease rental income.

 

Whilst the Group's internal target of a 12-month rolling net debt to EBITDA ratio is no greater than 2.0 times at any point, the limit imposed by its bank covenants is no greater than 3.5 times together with a minimum interest cover ratio of 3.0 times, measured in March and September. These covenants were met at the relevant testing dates during the year. The bank covenant ratio uses the average exchange rate in the calculation of net debt. For bank covenant purposes, net debt is calculated on a pre-IFRS 16 basis by excluding IFRS 16 lease liabilities to allow comparability between testing periods. At 30 September 2020, the Group had net cash at average exchange rates as adjusted for IFRS 16) amounting to £ 286.7 million (2019 £76.2 million). The interest cover ratio for the year ending 30 September 2020 was 18.0 (2019 £24.2).

 

The Group's committed bank facilities and undrawn committed facilities available to the Group in respect of which all conditions precedent had been met are analysed by maturity as follows:

 

At 30 September 2020 Committed

At 30 September 2019 Committed

At 30 September 2020 Undrawn

At 30 September 2019 Undrawn

 

£m

£m

 

 

Expiring in more than two years but not more than three years

 373.2

-

 373.2

-

Expiring in more than three years but not more than four years

-

 381.4

-

 381.4

Total bank facilities

 373.2

 381.4

 373.2

 381.4

 

Lease liabilities

The Group leases various office space, equipment and vehicles which are negotiated on an individual basis with differing terms and conditions. The Group's key lease arrangements relate to office space in the key cities in which it operates.

 

Of the Group's leased properties, the most significant leases relate to the DMGT head office premises Northcliffe House, 2 Derry Street, London, W8 5TT which expires in December 2022, and the RMS head office premises at 7575 Gateway Blvd, Newark, California which expires in December 2030.

 

An analysis of the Group's finance lease liabilities is as follows:

 

At 30 September 2020

At 30 September 2019

 

£m

£m

Northcliffe House

 19.8

-

7575 Gateway Blvd

 31.7

-

Other office space

 46.6

-

Motor vehicles

 1.6

-

Other equipment

 0.1

-

 

 99.8

-

 

There are no leases with residual value guarantees or leases not yet commenced to which the Group is committed.

 

 

 

22 Other financial assets

 

 

At 30 September 2020

At 30 September 2019

 

Note

£m

£m

Current assets

 

 

 

Collateral

23, (i)

 21.7

 15.4

 

 

 21.7

 15.4

Non-current assets

 

 

 

Loans to joint ventures and associates

(ii)

 14.2

 12.0

 

 

 14.2

 12.0

 

(i) The Group deposits collateral with its bank counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives Association) Master Agreement. This represents cash that cannot be readily used in operations.

 

(ii) Loans to joint ventures and associates stated net of expected credit loss provision are as follows:

 

 

 

At 30 September 2020

At 30 September 2019

 

 

£m

£m

Total gross loans to joint ventures and associates

 

 26.2

 24.0

Loss allowance provision

 

 (12.0)

 (12.0)

Loan receivable net of expected credit loss provision

 

 14.2

 12.0

 

Movement in the impairment allowance is as follows:

 

 

 

At 30 September 2020

At 30 September 2019

 

 

£m

£m

At start and end of year

 

 12.0

 12.0

 

 

23 Financial instruments and risk management

The Group's financial assets and liabilities are as follows:

 

 

At 30 September 2020

At 30 September 2019

 

 

Carrying value

Carrying value

 

Note

£m

£m

Financial assets

 

 

 

Fair value through profit and loss

 

 

 

Derivative instruments in designated hedge accounting relationships

(i)

3.7

3.2

Derivative instruments not in designated hedge accounting relationships

(i)

0.1

0.4

Provision for contingent consideration receivable

(ii)

0.1

0.3

Fair value through Other Comprehensive Income

 

 

 

Financial assets

(iii)

410.7

33.8

Amortised cost

 

 

 

Trade receivables, contract assets and other receivables

(iv)

188.0

250.7

Sublease receivable

 

6.8

-

Collateral

(v)

21.7

15.4

Loans to joint ventures and associates

(vi)

14.2

12.0

Cash and cash equivalents

 

500.3

299.1

 

 

1,145.6

614.9

Adjustment for transition to IFRS 16

 

 

 

Sublease receivable

2

 

11.0

Restated at 1 October 2019

 

 

625.9

 

 

 

 

Financial liabilities

 

 

 

Fair value through profit and loss

 

 

 

Derivative instruments in designated hedge accounting relationships

(i)

(23.1)

(24.4)

Provision for contingent consideration payable

(ii)

(2.5)

(2.1)

Amortised cost

 

 

 

Trade payables

 

(30.5)

(35.9)

Lease liabilities

 

(99.8)

-

Bank overdrafts

 

(20.4)

(11.8)

Bonds

(vii)

(203.5)

(202.8)

 

 

(379.8)

(277.0)

Adjustment for transition to IFRS 16

 

 

 

Lease liabilities

2

 

(83.5)

Restated at 1 October 2019

 

 

(360.5)

Total for financial instruments

 

765.8

 

Restated at 1 October 2019

 

 

265.4

 

(i) Derivative instruments are measured at FVTPL. Their fair values are determined using market rates of interest and exchange and established estimation techniques such as discounted cashflow and option valuation models. The Group has derivatives designated in the following hedging relationships:

- hedges of the change in fair value of recognised assets and liabilities (fair value hedges)

- hedges of net investment in foreign operations (net investment hedges)

 

To the extent that net investment hedges are effective, changes in fair value of the derivative are taken to the translation reserve through other comprehensive income.

 

(ii) Contingent consideration is valued based on the future profitability of the business to which the contingent consideration relates, discounted at market rates of interest.

 

(iii) Unlisted equity investments are valued using a variety of techniques including comparable company valuation multiples and discounted cashflows. In extremely limited circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations.

 

 

Financial assets held at fair value through Other Comprehensive Income includes the Group's investment in Cazoo Ltd (Cazoo).

 

During the period, Cazoo, previously an associate, has been reclassified as a financial asset. The Group cannot veto any Cazoo Board decisions - which are based on a simple Board majority, due to the current composition of the other seats on the Board and has no other means that give it the ability to participate in the financial and operating policy decisions of Cazoo. The Group provides no essential technical information to develop the Cazoo business and there is no interchange of managerial personnel between DMGT and Cazoo. Therefore, the Directors have concluded that the Group does not possess the ability to exert significant influence over Cazoo and accordingly the Group has not equity accounted for its interest.

 

The carrying value of Cazoo at 30 September 2020 was £375.0 million and a gain of £293.5 million was recognized in Other Comprehensive Income during the period.

 

(iv) At 30 September 2019 other receivables included a 9.0% fixed rate unsecured loan note with a carrying value of £16.3 million. This loan note was repaid in full during the year.

 

(v) The Group deposits collateral with counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives Association) Master Agreement. These collateral deposits, which represents cash that cannot be readily used in the Group's operations, are disclosed within Other financial assets (Note 22).

 

(vi) Loans to joint ventures and associates (included within Other financial assets) include a 10.0% fixed rate unsecured loan note, repayable on 31 December 2025 with a carrying value of £14.2 million (2019 £12.0 million).

 

(vii) The nominal, carrying and fair values of the Group's bonds and the coupons payable are as follows:

 

 

 

At 30 September 2020 Fair value

At 30 September 2019 Fair value

At 30 September 2020 Carrying value

At 30 September 2019 Carrying value

At 30 September 2020 Nominal value

At 30 September 2019 Nominal value

Maturity

Annual coupon %

£m

£m

£m

£m

£m

£m

9 April 2021

 10.00

 0.8

 0.8

 0.8

 0.8

 0.8

 0.8

21 June 2027

 6.375

 231.8

 237.1

 202.7

 202.0

 200.0

 200.0

 

 

 232.6

 237.9

 203.5

 202.8

 200.8

 200.8

 

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

 

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

 

 

 

Level 1

Level 2

Level 3

Total

At 30 September 2020

 

£m

£m

£m

£m

Financial assets

 

 

 

 

 

Financial assets at fair value through Other Comprehensive Income

 

-

409.5

1.2

410.7

Fair value through profit and loss

 

 

 

 

 

Derivative instruments not in designated hedge accounting relationships

 

-

0.1

-

0.1

Provision for contingent consideration receivable

 

-

-

0.1

0.1

Derivative instruments in designated hedge accounting relationships

 

-

3.7

-

3.7

 

 

-

413.3

1.3

414.6

Financial liabilities

 

 

 

 

 

Fair value through profit and loss

 

 

 

 

 

Provision for contingent consideration payable

 

-

-

(2.5)

(2.5)

Derivative instruments in designated hedge accounting relationships

 

-

(23.1)

-

(23.1)

 

 

-

(23.1)

(2.5)

(25.6)

 

 

 

Level 1

Level 2

Level 3

Total

At 30 September 2019

 

£m

£m

£m

£m

Financial assets

 

 

 

 

 

Financial assets at fair value through Other Comprehensive Income

 

-

25.7

8.1

33.8

Fair value through profit and loss

 

 

 

 

 

Derivative instruments not in designated hedge accounting relationships

 

-

0.4

-

0.4

Provision for contingent consideration receivable

 

-

-

0.3

0.3

Derivative instruments in designated hedge accounting relationships

 

-

3.2

-

3.2

 

 

-

29.3

8.4

37.7

Financial liabilities

 

 

 

 

 

Fair value through profit and loss

 

 

 

 

 

Provision for contingent consideration payable

 

-

-

(2.1)

(2.1)

Derivative instruments in designated hedge accounting relationships

 

-

(24.4)

-

(24.4)

 

 

-

(24.4)

(2.1)

(26.5)

 

Reconciliation of level 3 fair value measurement of financial assets is as follows: 

 

Note

£m

At 30 September 2018

 

20.5

Adjustment for transition to IFRS 9

 

9.4

Transfer from Level 3 to Level 2 on transition to IFRS 9

(i)

(21.9)

Restated at 1 October 2018

 

8.0

Transfer from investment in associates to financial assets at fair value through Other Comprehensive Income

 

0.3

Fair value movement in financial assets at fair value through Other Comprehensive Income

 

(0.1)

Exchange adjustment

 

0.2

At 30 September 2019

 

8.4

Transfer to Level 2

(i)

(6.9)

Exchange adjustment

 

(0.2)

At 30 September 2020

 

1.3

 

(i) Equity investments classified within level 3 in prior periods have been transferred to level 2, as the observable market data used in the valuation became available during the relevant reporting period.

 

 

 

Reconciliation of level 3 fair value measurement of financial liabilities is as follows:

 

Note

£m

At 30 September 2018

 

(4.8)

Cash paid to settle contingent consideration in respect of acquisitions

14

4.7

Change in fair value of contingent consideration

7

(0.2)

Additions to contingent consideration

 

(1.6)

Exchange adjustment

 

(0.2)

At 30 September 2019

 

(2.1)

Cash paid to settle contingent consideration in respect of acquisitions

14

0.4

Additions to contingent consideration

14

(1.1)

Adjustment to goodwill

18

0.2

Exchange adjustment

 

0.1

At 30 September 2020

 

(2.5)

 

The key inputs into the significant level 3 financial liabilities are the future profitability of the businesses to which the contingent consideration relates and the discount rate. The estimated range of possible outcomes for the fair value of these liabilities is £0.4 million to £6.2 million (2019 £nil to £2.9 million).

 

In the prior year the increase in fair value of contingent consideration of £0.2 million was charged to the Consolidated Income Statement within net finance costs (Note 7).

 

A one percentage point increase or decrease in the growth rate used in estimating the expected profits, results in no change to the contingent consideration liability at 30 September 2020 (2019 no change).

 

The rates used to discount contingent consideration range from 0.0% to 1.2% (2019 0.0% to 1.0%). A one percentage point increase or decrease in the discount rate used to discount the expected gross value of payments, results in no change to the contingent consideration liability at 30 September 2020 (2019 no change).

 

24 Share capital and reserves

Share capital at 30 September 2020 amounted to £29.3 million (2019 29.3 million).

 

During the year the Company utilised 1.3 million (2019 1.5 million) A Ordinary Non-Voting Shares in order to satisfy incentive schemes. This represented 0.6% (2019 0.7%) of the called-up A Ordinary Non-Voting Share capital at 30 September 2020. The carrying value of these shares was £9.5 million (2019 £10.6 million).

 

The Company also purchased 0.2 million (2019 0.4 million) A Ordinary Non-Voting Shares having a nominal value of £nil (2019 £0.1 million) into treasury to match obligations under incentive plans. The consideration paid for these shares was £1.8 million (2019 £2.5 million). In addition the employee benefit trust purchased 2.5 million (2019 nil) A Ordinary Non-Voting shares having a nominal value of £0.3 million (2019 £nil). The consideration paid for these shares was £17.9 million (2019 £nil).

 

At 30 September 2020 options were outstanding under the terms of the Company's Executive Share Option Schemes, Long-Term Incentive Plans and nil-cost options, over a total of 4,001,779 A Ordinary Non-Voting Shares (2019 2,728,139 shares).

 

In the prior year, on 3 March 2019, the Group announced its intention to distribute all of the Euromoney Institutional Investor PLC (Euromoney) shares owned by the Group to certain holders of DMGT's A Ordinary Non-Voting Shares (A Shares), by way of a dividend in specie (the Euromoney Distribution), as well as a £200.0 million cash distribution (the Cash Distribution).

 

The terms were such that Fully Participating Shareholders would participate in the Euromoney Distribution and Cash Distribution whilst Rothermere Affiliated Shareholders would only participate in the Cash Distribution and on a limited basis.

 

The proposal was approved at a Class Meeting of the Fully Participating Shareholders on 26 March 2019. The Euromoney Distribution occurred at 8am on 2 April 2019 and the Cash Distribution on 15 April 2019.

 

Before these distributions were made c.46.4% of the A Shares held by Fully Participating Shareholders were converted into a new class of B Shares and c.4.0% of the A Shares held by Rothermere Affiliated Shareholders converted into a new class of C Shares.

 

The Euromoney Distribution and a special dividend of £183.0 million in aggregate in cash was then paid to the Fully Participating Shareholders in respect of the B Shares and a restricted special dividend of £17.0 million in aggregate in cash was paid to the Rothermere Affiliated Shareholders in respect of the C Shares.

 

Once these distributions were made the B Shares and the C Shares were converted into Deferred B Shares and Deferred C Shares respectively before being transferred to the Company for no valuable consideration and cancelled shortly thereafter. Consequently, these distributions resulted in a reduction in the share capital of DMGT plc. The voting Ordinary Shares did not participate in the distributions.

 

For each A Share held at 6.00pm on 29 March 2019, the conversion record time, the Fully Participating Shareholders received c.0.19933 of a Euromoney Share and c.68.13p in cash, and there was a reduction in their holding of c.0.46409 of an A Share. For each A Share held by the Rothermere Affiliated Shareholders, they received c.25.53p in cash and there was a reduction in their holding of c.0.03946 of an A Share.

 

The Rothermere Affiliated Shareholders' proportionate interest in the total number of A Shares in issue increased from 20.0% of the issued A Shares before the distributions to 30.0% after and their combined shareholding of A Shares and Ordinary Shares increased from 24.0% of the issued A Shares and Ordinary Shares before the distributions to 36.0% after.

 

25 Retirement benefit obligations

The Group operates a number of pension schemes under which contributions are paid by the employer and employees.

 

The schemes include a number of defined contribution pension arrangements, in addition to funded defined benefit pension arrangements which are closed to future accrual. The defined benefit schemes in the UK, together with some defined contribution plans, are administered by Trustees or Trustee Companies.

 

The total net pension charge of the Group for the year ended 30 September 2020 was £7.6 million (2019 £7.3 million).

 

The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation as at 30 September 2020. The assumptions used in the valuation are summarised below:

 

 

Year ended 30 September 2020

Year ended 30 September 2019

 

%

%

Price inflation

 2.95

 3.10

Pension increases

 2.85

 3.00

Discount rate

 1.55

 1.80

 

The net surplus as at the end of the period amounted to £123.2 million (2019 £215.0 million).

 

The Company operates two main defined benefit schemes (the Schemes), the Harmsworth Pension Scheme (HPS) and the Senior Executive Pension Scheme (SEPF), both of which are closed to new entrants and to further accrual.

 

Full actuarial valuations of the Schemes are carried out triennially by the scheme actuary. Following the results of the latest triennial valuations as at 31 March 2019, the Company has agreed a recovery plan for HPS involving a funding payment of £14.4 million on 5 October 2020 and a series of annual funding payments of £11.0 million on 5 October 2021 to 5 October 2024.

 

Following the disposal of Euromoney in 2019 the Company intends to make available £113.6 million from the Group's cash resources to the Schemes. This will be held in a cash Escrow arrangement for the benefit of the Schemes, to be released to the Schemes or DMGT depending on the future level of the Schemes' funding. None of the Escrow will be released before 2024, up to £50.0 million may be released to the Schemes in 2024 depending on funding level, and in 2026 any remaining funds on Escrow will either be released to DMGT or the Schemes depending on funding level.

 

As part of the funding agreement from the 31 March 2019 triennial valuation, the Company has agreed to make five annual payments of £7.0 million into the Escrow arrangement, from October 2020 to October 2024.

 

In addition the Company has agreed with the Trustees of the Schemes (Trustees) that, should it make any permanent reductions in the Company's capital, including share buy-backs, it will make additional contributions to the Schemes amounting to 20.0% of the capital reduction. Contributions of £nil (2019 £nil) relating to this agreement were made in the year to 30 September 2020.

 

The Company considers that these contributions are sufficient to eliminate any deficit over the agreed period. This recovery plan will be reviewed at the next triennial funding valuation of the Schemes which is due to be completed with an effective date of 31 March 2022.

 

 

26 Contingent liabilities

The Group has issued standby letters of credit amounting to £2.3 million (2019 £2.9 million).

 

The Group is exposed to libel claims in the ordinary course of business and vigorously defends against claims received. The Group makes provision for the estimated costs to defend such claims and provides for any settlement costs when such an outcome is judged probable.

 

The Group's Energy Information business (Genscape) provided a third-party auditor service verifying Renewable Identification Numbers (RINs) for renewable fuel production activities in the US, as part of the Renewable Fuel Standard Quality Assurance Program (Program), a regulatory program administered by the US Environmental Protection Agency (EPA).

Following discovery and self-reporting to the EPA by Genscape of potential fraudulent RINs generated by two companies unconnected with DMGT but verified by Genscape between 2013 and 2014 under the Program, the EPA issued a notice of intent to revoke the ability of Genscape to verify RINs as a third-party auditor on 4 January 2017. Following the EPA investigation of the two companies in April 2016, the two companies pleaded guilty of fraud in connection with the broader scheme to generate RINs.

EPA regulations for the audit program set a liability cap on replacement of invalid RINs of 2.0% of the RINs. In April 2017 Genscape voluntarily paid the 2.0% liability cap associated with the invalid RINs at a cost of US$1.3 million, based on the then-prevailing market rates, subject to a reservation of rights. The EPA regulations allow for situations where the cap does not apply - including fraud, auditor error and negligence.

The EPA had not formally alleged any fraud or intentional wrongdoing by Genscape, but in its May 2019 final determination letter, EPA did find grounds for auditor error and negligence by Genscape and ordered Genscape to replace 69.2 million additional RINs it had verified.

In July 2019, Genscape filed a petition for review with the Sixth Circuit Court of Appeals and a motion to stay the EPA's order to replace the 69.2 million RINs which was accepted for the duration of Genscape's petition for review.

Notwithstanding the sale of Genscape to Verisk, DMGT is responsible for any costs, claims or awards and all settlement negotiations with the EPA.

Since RINs trade in a volatile range, averaging approximately 48 cents over the previous 24-month period, replacing the maximum 69.2 million RINs claimed by the EPA would equate to a potential maximum claim of approximately US$33.4 million. Using the period end price of 62 cents replacing the maximum 69.2 million RINs claimed by the EPA would equate to a potential maximum claim of US$42.9 million.

DMGT continues to cooperate with the EPA and settlement discussions are ongoing but considering the uncertainties involved, the length of time involved and taking note of the order from the EPA, the Group, without admitting any wrongdoing, made a provision for the total cost of replacing RINs at 30 September 2019.

At each period end IAS 37 requires DMGT to review this provision and make appropriate adjustments to reflect the current status of the claim. Accordingly, the Group has reduced its total provision. The Group's closing provision includes the cost of replacement RINs, estimated purchase costs, associated legal fees and currency fluctuations. The final settlement amount may be different than the provision made, however, it is not possible for the Group to predict with any certainty the potential impact of this litigation or to quantify the ultimate cost of a verdict or resolution. Accordingly, the provision could change substantially over time as the dispute progresses and new facts emerge.

 

 

27 Ultimate holding company

The Company's immediate parent company is Rothermere Continuation Limited (RCL), a company incorporated in Jersey, in the Channel Islands, and prevsiously named Rothermere Investments Limited.

 

On 5 December 2019, pursuant to a consolidation of the Group's holding structure, RCL acquired a Bermudan company known as Rothermere Continuation (Old Co) Limited (previously named Rothermere Continuation Limited), (RCOCL), and certain assets held by RCOCL, including 100% of the issued Ordinary Shares of the Company. RCL now holds 100% of the issued Ordinary Shares of the Company.

 

Daily Mail and General Trust plc is the only company in the Group to prepare consolidated financial statements. 

 

28 Related party transactions 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The transactions between the Group and its joint ventures and associates are disclosed below.

For the purposes of IAS 24, Related Party Disclosures, executives below the level of the Company's Board are not regarded as related parties.

The remuneration of the Directors at the year end, who are the key management personnel of the Group, is set out in aggregate in the audited part of the Directors' Remuneration Report.

 

Ultimate controlling party 

Rothermere Continuation Limited (RCL) is a holding company incorporated in Jersey, in the Channel Islands. The main asset of RCL is its controlling shareholding in DMGT, being its 100% holding of DMGT's issued Ordinary Shares and the largest single holding of DMGT A Ordinary Shares. RCL is controlled by a discretionary trust (the Trust) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust represents the ultimate controlling party of the Company. Both RCL and the Trust are administered in Jersey. RCL and its directors, and the Trust are related parties of the Company.

 

On 5 December 2019, pursuant to a consolidation of the Group's holding structure, RCL acquired a Bermudan company known as Rothermere Continuation (Old Co) Limited (previously named Rothermere Continuation Limited), (RCOCL), and certain assets held by RCOCL, including 100% of the issued Ordinary Shares of the Company. RCL now holds 100% of the issued Ordinary Shares of the Company, however the underlying control of DMGT remains unchanged and continues to lie with the Trust.  

 

Transactions with Directors 

During the period, Forsters LLP in which Mr A Lane, a Non-Executive Director of the Company, is a partner, provided legal services to the Company amounting to £26,687 (2019 £nil). 

 

Transactions with joint ventures and associates

Associated Newspapers Ltd (ANL) has a 50.0% (2019 50.0%) shareholding in Northprint Manchester Ltd, a joint venture. The net amount due to ANL of £5.8 million (2019 £5.8 million) has been fully provided.

 

DMGV Ltd (DMGV) has a 23.9% (2019 23.9%) shareholding in Excalibur Holdco Ltd (Excalibur), an associate. During the period, services provided to Excalibur amounted to £0.5 million (2019 £0.5 million). At 30 September 2020, amounts due from Excalibur amounted to £0.1 million (2019 £0.1 million), together with loan notes of £17.3 million (2019 £17.3 million). The loan notes carry a coupon of 10.0% and £8.9 million (2019 £6.5 million) was outstanding in relation to this coupon at 30 September 2020. An expected lifetime impairment allowance of £12.0 million (2019 £12.0 million) has been made against the loan note and unpaid coupon balance. 

 

DMGV has a 16.5% (2019 16.5%) shareholding in Bricklane Technologies Ltd (Bricklane), an associate. During the period, DMGV provided funding amounting to £nil cash and £nil of media credits (2019 £1.2 million cash and £0.8 million of media credits). During the period, the Consumer Media segment provided services to Bricklane amounting to £0.1 million (2019 £0.4 million). 

 

DMGV has a 45.3% (2019 45.3%) shareholding in Yopa Property Ltd (Yopa), an associate. During the period, the Consumer Media segment provided services to Yopa amounting to £0.5 million (2019 £0.6 million). At 30 September 2020, £nil (2019 £0.1 million) was owed by Yopa. Also, during the period, the Property Information segment paid referral fees of £0.9 million (2019 £0.1 million) and made sales of £0.1 million (2019 £nil) to Yopa. 

 

DMGV has a 36.8% (2019 36.8%) shareholding in Entale Media Ltd, an associate. DMGV provided cash funding amounting to £nil (2019 £2.0 million) during the period. 

 

DMGV has a 22.4% (2019 6.0%) shareholding Quick Move Ltd, which became an associate during the period. DMGV provided funding amounting to £2.0 million cash and £1.0 million of media credits (2019 £nil) during the period. 

 

During the period, DMG Events (Conferences) Ltd recharged personnel costs of £0.2 million to DMG Nigeria Events Ltd, an associate, in the period from 9 April 2020 to 30 September 2020. At 30 September 2020, £0.2 million, (at acquisition £0.2 million) was owed by DMG Nigeria Events Ltd

 

DMGI Land & Property Europe Ltd (DMGILP), of which Landmark Information Group Ltd (Landmark) is a subsidiary undertaking, has a 50.0% (2019 50.0%) shareholding in PointX Ltd (PointX), a joint venture. During the period, Landmark charged management fees of £0.3 million (2019 £0.3 million) and recharged costs of £0.1 million (2019 £0.1 million) to PointX. PointX received royalty income from Landmark of £nil (2019 £0.1 million). DMGILP received dividends of £nil (2019 £0.2 million) from PointX. At 30 September 2020, £0.1 million (2019 £nil) was owed to Landmark by PointX. 

 

Decision Insight Information Group (UK) Ltd (DIIG UK) has a 50.0% (2019 50.0%) shareholding in Decision First Ltd (DF), a joint venture. During the period, DIIG UK recharged costs to DF amounting to £0.2 million (2019 £0.2 million) and charged management fees amounting to £0.1 million (2019 £0.1 million). 

 

RMSI Ltd (RMSI) invoiced sales amounting to £1.9 million (2019 £1.7 million) to Landmark, a company which shares a common director with RMSI. Costs were recharged by Landmark to RMSI amounting to £0.8 million (2019 £0.7 million). At 30 September 2020, £0.1 million (2019 £0.4 million) was owed to RMSI by Landmark. 

 

Hobsons, Inc. (Hobsons) has a 50.0% (2019 50.0%) shareholding in Knowlura, Inc. (Knowlura), a joint venture. At 30 September 2020, £0.1 million (2019 £0.2 million) was owed by Knowlura. 

 

Risk Management Solutions, Inc. (RMS, Inc.) has a 26.6% (2019 26.6%) shareholding in Praedicat, Inc. (Praedicat), an associate. During the period, RMS, Inc. provided funding of £nil (2019 £0.5 million) to Praedicat. 

 

The Group has a 50.0% (2019 50.0%) shareholding in TreppPort, LLC (TreppPort), a joint venture. During the period, Trepp, LLC received dividends of £0.2 million (2019 £0.2 million) from TreppPort. 

 

Other related party disclosures 

 

Under an agreement to guarantee the income generated from certain property assets held by the Harmsworth Pension Scheme which were purchased from the Group during a prior period, the Group was charged for rent and service charges in relation to the current period amounting to £0.2 million (2019 £0.2 million). At 30 September 2020, £nil (2019 £0.1 million) was owed to the Harmsworth Pension Scheme by the Group. 

 

At 30 September 2020, the Group owed £1.0 million (2019 £0.9 million) to the pension schemes which it operates. This amount comprised employees' and employer's contributions in respect of September 2020 payrolls. 

 

The Group recharges its principal pension schemes with costs of investment management fees. The total amount recharged during the period was £0.3 million (2019 £0.3 million).

 

Contributions made during the period to the Group's retirement benefit plans are set out in Note 35, along with details of the Group's future funding commitments. 

 

In July 2012, the Group entered into a contingent asset partnership whereby a £150.0 million loan note, guaranteed by the Group, was used to commit £10.8 million funding p.a. to the Harmsworth Pension Scheme. Interest payable to DMG Pension Partnership LP in the period totalled £11.0 million (2019 £11.0 million). 

 

ANL, which shares common control by Rothermere Continuation Limited, with DMGT Healthcare Trustees, paid contributions to the scheme totalling £0.9 million (2019 £0.8 million). At 30 September 2020, a total of £1.2 million (2019 £1.3 million) was owed to the scheme by ANL. 

 

29 Post balance sheet events 

Acquisitions 

On 1 October 2020, Cazoo Ltd (Cazoo) raised an additional £240.0 million of funding with new and existing investors. The Group invested £34.0 million cash consideration, as part of this funding round, diluting the Group's equity stake from 23.5% to 21.8%, or 20.0% on a fully diluted basis. Following this additional investment DMGT will continue to treat Cazoo as a financial asset at fair value through Other Comprehensive Income. 

 

On 18 October 2020, dmg media acquired JPI Media's print operations at Dinnington, Portsmouth and Carn in Northern Ireland for £9.5 million cash consideration. The acquisition enables dmg media to better manage the printing of its national newspapers across the UK.

 

 

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