23rd May 2013 07:00
DAILY MAIL & GENERAL TRUST PLC - DMGT Half Year Preliminary ResultsDAILY MAIL & GENERAL TRUST PLC - DMGT Half Year Preliminary Results
PR Newswire
London, May 23
23 May 2013
Daily Mail and General Trust plc (`DMGT')Half Yearly Financial Report for the six months ended 31 March 2013Good underlying performance - Full Year outlook unchanged
Adjusted Results*Statutory Results
(from continuing and discontinued operations) Half Year Half Year Reported Underlying Half Year Half Year 2013 2012 Change~ Change~ 2013 2012 (restated)+ (restated)+Revenue £915m £974m -6% +2% £866m £866mOperating profit £146m £133m +10% +7% £97m £68mProfit before £137m £105m +30% £97m £37mtaxEarnings per 25.8p 19.6p +32% 28.2p 15.8pshareDividend per 5.9p 5.6pshareHalf Year Financial Highlights:
- DMGT underlying# revenue up 2%; underlying# operating profit up7%
- Adjusted profit before tax of £137m, up 30%
- Good performance from B2B; underlying# revenue up 6% andunderlying# profit* up 5%
- Underlying# revenue decline of 2% at dmg media; improved profitmargin driven by cost efficiencies, resulting in underlying profit* up 7%
- Active portfolio management; bolt-on acquisitions and disposal ofnon-core assets
- Net debt up £111m to £724m; net debt:EBITDA ratio of 1.85
- Share buy back programme progressing well
- Dividend increased by 5%
- Outlook for the full year unchanged
Martin Morgan, Chief Executive, said:
"We have delivered a good underlying performance in the first half reflectingthe strength of our B2B companies and the resilience of our national consumertitles. As expected, reported operating profit increased despite a decline inreported revenue resulting from recent disposals. Our international B2B companies have increased their underlying revenues andprofits* by 6% and 5% respectively. Our UK consumer business, dmg media,continued to experience challenging conditions and underlying revenues wereslightly down, although the increase in digital revenues more than offset thedecline in print advertising revenues and the business delivered a 7%underlying increase in operating profit*. We have continued to actively manage our portfolio of businesses and have madeseveral acquisitions and disposals during the period and into the second half,to improve the overall quality and growth prospects of the Group. Relative to last year, the first half of the year benefited from the timing ofbiennial events and the absence of a bond redemption premium. Conversely weexpect the comparatives in the second half of the year to be adverselyimpacted by the timing of biennial events and the Olympics, which were one-offbenefits for us in the second half of the last financial year. Overall, theoutlook for the full year remains unchanged."For further information
For analyst and institutional enquiries: +44 20 3615 2902Stephen Daintith, Finance DirectorAdam Webster, Head of Management
+44 20 3615 2903Information and Investor Relations
For media enquiries: +44 20 7404 5959Kim Fletcher/Will Carnwath, Brunswick Group
Half Year Results presentation
A presentation of the Half Year Results will be given to investorsand analysts at 9.30am on 23 May 2013, at the London Stock Exchange, 10Paternoster Square, London, EC4M 7LS. There will also be a live webcastavailable on our website, http://www.dmgt.com.
About DMGT
DMGT is an international business built on entrepreneurship andinnovation. We bring together leading companies and talented people to providebusinesses and consumers with high-quality analysis & insight, information,news and entertainment.
Notes
* Before exceptional items, other gains and losses, impairment ofgoodwill and intangible assets, and amortisation of intangible assets arisingon business combinations.
~ Percentages are calculated on actual numbers to one decimalplace.
# Underlying revenue or profit* is revenue or profit* on alike-for-like basis, adjusted for constant exchange rates, disposals,closures, non-annual events occurring in the current and prior year and, withthe exception of Euromoney, acquisitions; see pages 17 and 18. For dmg events,the comparisons are between events held in the year and the same events heldthe previous time, and exclude Evanta. For Euromoney underlying revenueexcludes biennial events that did not occur this year and underlying profitexcludes the benefit in both FY 2012 and FY 2013 of the historic accelerationof its CAP charge. For dmg media, underlying comparisons exclude low margincontract printing revenue, the effects of the sale of Teletext Holidays andmotors.co.uk last year, the disposal of the central and eastern Europeanbusinesses this year, and the merger of the Digital Property Group and Zooplaat the end of May 2012, and include the organic growth from Jobrapido.Northcliffe Media and dmg radio Australia are excluded from the DMGT Groupunderlying comparisons. + Restated for the change in accounting treatment for therecognition of licence revenues at Hobsons, dmg information's educationbusiness, to recognise revenue on a subscription basis which is consistentwith the treatment for the full year FY 2012. In January 2013, theInternational Financial Reporting Standards Interpretations Committee (IFRIC)clarified the accounting treatment of contingent consideration containedwithin IFRS 3 "Business Combinations" and as a result prior year deferredconsideration payments of £3.4 million, of which £0.4 million occurred in thefirst half of the year, have been re-stated as exceptional operating costs.Prior year results are also restated to reflect Northcliffe Media and dmgradio Australia being treated as discontinued operations; see Note 2.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
Contents
Page
Interim Management Report 5-20
Independent review report by the external auditor21-22Shareholder Information 23
Condensed Consolidated Income Statement 24
Condensed Consolidated Statement of Comprehensive Income 25
Condensed Consolidated Statement of Changes inEquity 26 Condensed Consolidated Statement of FinancialPosition 27 - 28 Condensed Consolidated Cash Flow Statement 29 -30 Notes to the Condensed Consolidated FinancialStatements 31 - 50Interim Management Report
This interim management report focuses principally on the adjustedresults to give a more comparable indication of the Group's underlyingbusiness performance. All year-on-year comparisons are on a like-for-likebasis. The reported results include Northcliffe Media until its disposal on 30December 2012.
An explanation of restructuring and impairment charges and otheritems included in the statutory results is set out after the divisionalperformance review and in the segmental note (Note 2). The adjusted resultsare summarised below:
Adjusted results* Half Year Half Year Change~ Full Year(from continuing and discontinued 2013 2012 2012operations) £m £m £m (restated)+ (restated)+Revenue 915 974 -6% 1,960 Operating profit 146 133 +10% 300Income from joint ventures andassociates 8 3 +159% 13Net finance costs (18) (32) +43% (58)Profit before tax 137 105 +30% 255 Tax charge (25) (17) -47% (39)Minority interest (13) (12) -7% (27)Group profit 98 75 +30% 189 Adjusted earnings per share 25.8p 19.6p +32% 49.4pAmounts are stated rounded to the nearest million pounds,consequently totals may not equal the sum of the component integers.
Notes
* Adjusted results are stated before exceptional items, other gainsand losses, impairment of goodwill and intangible assets, and amortisation ofintangible assets arising on business combinations. For a reconciliation ofGroup profit to adjusted Group profit, see Note 9.
# Underlying revenue or profit* is revenue or profit* on alike-for-like basis, adjusted for constant exchange rates, disposals,closures, non-annual events occurring in the current and prior year and, withthe exception of Euromoney, acquisitions; see pages 17 and 18. For dmg events,the comparisons are between events held in the year and the same events heldthe previous time, and exclude Evanta. For Euromoney underlying revenueexcludes biennial events that did not occur this year and underlying profitexcludes the benefit in both FY 2012 and FY 2013 of the historic accelerationof its CAP charge. For dmg media, underlying comparisons exclude low margincontract printing revenue, the effects of the sale of Teletext Holidays andmotors.co.uk last year, the disposal of the central and eastern Europeanbusinesses this year, and the merger of the Digital Property Group and Zooplaat the end of May 2012, and include the organic growth from Jobrapido.Northcliffe Media and dmg radio Australia are excluded from the DMGT Groupunderlying comparisons.~ Percentages are calculated on actual numbers to one decimalplace.
+ Restated for the change in accounting treatment for therecognition of licence revenues at Hobsons, dmg information's educationbusiness, to recognise revenue on a subscription basis which is consistentwith the treatment for the full year FY 2012. In January 2013, theInternational Financial Reporting Standards Interpretations Committee (IFRIC)clarified the accounting treatment of contingent consideration containedwithin IFRS 3 "Business Combinations" and as a result prior year deferredconsideration payments of £3.4 million, of which £0.4 million occurred in thefirst half of the year, have been re-stated as exceptional operating costs.Prior year results are also restated to reflect Northcliffe Media and dmgradio Australia being treated as discontinued operations; see Note 2.The average £: US$ exchange rate for the first half of the year was£1:$1.58 (against £1:$1.57 last year). The rate at the half year end was $1.52(2012: $1.60), compared to $1.62 at the previous year end.
All references to profit or margin in this interim managementreport are to adjusted profit or margin, except where reference is made tostatutory profit.
Summary
Group revenue for the six months to 31 March 2013 was £915 million, comparedwith £974 million for the prior half year. This represents an underlyingincrease of 2%, but a decrease of 6% on a reported basis, largely driven bythe disposal of Northcliffe. There was good underlying growth in severalrevenue categories, particularly subscriptions and digital advertising. Printadvertising and circulation revenue declined although the Daily Mail'sFebruary 2013 cover price increase will help support circulation revenues overthe remainder of the year.Performance across our B2B businesses and our consumer business, dmg media, ona reported and underlying basis is summarised below.
Revenue growth Reported UnderlyingYear-on-year changeGroup revenue -6% +2%B2B +7% +6%RMS +4% +5%dmg information +14% +11%dmg events +27% +12%Euromoney -1% +1%dmg media -7% -2% Operating profit* of £146 million was up 10% on the figure for the previoushalf year. Aside from the growth in underlying trading, the increase waspartly due to there being two biennial events in this half year, compared withnone in the first half of the prior year, and the underlying increase inoperating profit* was 7%. The Group's B2B companies' operating profits* were up 12% on areported basis, an underlying increase of 5%. The operating profits* of dmgmedia were up 6%, and 7% on an underlying basis. B2B businesses generated 77%of this half year's operating profit* with 23% generated by consumer media,compared to 76% and 24% for the prior half year. These percentages have allbeen calculated after allocating head office costs on the basis of revenues.Nearly two thirds of the Group's operating profits* were again derived fromoutside the UK. Adjusted profit* before tax increased by 30% to £137 million. Thisreflected the changes in operating profit* described above, increased incomefrom joint ventures and associates, notably Zoopla Property Group and LocalWorld, and reduced net finance costs due to lower average net debt levels andthe absence of a one-off £6 million early bond redemption charge incurred inthe prior half year. The statutory profit before tax, excluding discontinuedoperations, for the period was £97 million after charging £21 million ofamortisation and impairment and £22 million of net exceptional charges.Adjusted Group profit* after tax and minority interests was up 30% to £98million.Active portfolio management
Active portfolio management has continued throughout the periodwith acquisitions totalling £71 million and disposals totalling £94 million.The principal acquisitions during the period were strategic bolt-ons for dmginformation and Euromoney. Within dmg information, Environmental DataResources (EDR) acquired FirstSearch, a provider of environmentalcontamination risk assessment products to the US commercial real estatemarket, and Hobsons acquired Beat the GMAT, the world's largest social networkfor MBA applicants, and Edumate, an Australian provider of technologies forthe schools market. Euromoney acquired Insider Publishing, a leading newsbusiness covering the international insurance and reinsurance markets, and TTIVanguard, an organisation for senior executives who lead technologyinnovation.Since the period end, dmg information's Genscape has acquiredVessel Tracker, which, by monitoring ship movements at ports and usingsatellite tracking, provides real-time tracking of around 100,000 vessels, andEuromoney has acquired a 75% stake in the Centre for Investor Education, anAustralian provider of events for asset managers.
During the period, Northcliffe Media was sold to Local World, anewly formed entity in which the Group has acquired a 38.7% stake, and dmgmedia disposed of its central and eastern European print and digital consumerbusinesses.
OutlookWhile the Group's first half performance has been good, this has tosome extent been influenced by various one-off factors. We expect thecomparatives in the second half of the year to be adversely impacted by thetiming of biennial events and the Olympics, both of which provided one-offgains in the second half of FY 2012. Our outlook for the Full Year, asprovided in November 2012, remains unchanged. Although we expect Full Yearrevenues to be lower, as a result of disposals, we expect to deliver solidgrowth in adjusted profit before tax for the full financial year.
Business Review Business to business (B2B) Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 461 431 +7% 899Operating profit* 113 101 +12% 218Operating margin* 25% 23% 24%These results are stated after allocating Group corporate costs on the basisof B2B's share of Group revenues.
Revenues from the B2B group totalled £461 million, up 7% on theprior half year, with an underlying increase of 6%. Operating profits* were12% higher at £113 million with increases from each division, notably dmgevents which benefited from two biennial events in the half year. Theunderlying operating profit, including allocated Group corporate costs,increased by 5% and the overall B2B margin* increased to 25%.
Risk Management Solutions (RMS)
Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 85 81 +4% 163Operating profit* 31 30 +4% 56Operating margin* 36% 36% 34% RMS increased its revenues by 4%, on a reported basis, and by 5% onan underlying basis, adjusting for constant exchange rates. Operating profit*rose by 4%, an underlying increase of 5%. The operating margin of 36% was inline with the first half of the prior year. The majority of the underlying revenue increase came from theNatural Catastrophe and Underwriting Solutions businesses through contractrenewal increases as a result of continuing strong demand. The development ofthe new platform, RMS(one), in conjunction with RMS's four joint developmentpartners, continues to progress well and in line with expectations. Earlierthis month RMS hosted a client event, attended by over 700 paying delegates,which included previews and demonstrations of RMS(one) ahead of the launchscheduled for April 2014. RMS has signed client agreements with four jointdevelopment partners and twelve early access partners as well as agreementswith three third-party model providers who will be implementing their modelson RMS(one). OutlookOperating expenses are expected to increase during the second halfof the year, ahead of the launch of RMS(one) in 2014, and this will reducemargins. RMS is on track to deliver mid to high single digit underlyingrevenue growth for the full year with an operating margin of around 30%.
dmg information Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 132 116 +14% 253Operating profit* 19 18 +9% 48Operating margin* 15% 15% 19%dmg information had a good first half, with underlying revenues upby 11%, 14% on a reported basis, with underlying double digit growth from theProperty Information, Education and Energy businesses. Underlying operatingprofit increased by 6%, 9% on a reported basis, with growth being driven bythe Property Information companies, partially offset by investment in theEducation and Energy businesses.
Property Information Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 57 50 +15% 106Operating profit* 13 10 +23% 24 Our Property Information companies grew underlying revenues by 11%despite the market conditions remaining largely unchanged from last year.Landmark's German business grew particularly strongly and is now around athird of the size of the UK business. In the US, EDR acquired FirstSearch, aprovider of environmental contamination risk assessment products to thecommercial real estate market. The acquisition enhances EDR's product suite,provides opportunities to sell additional services to the two businesses'existing client bases and is expected to deliver cost synergies. Operatingmargins improved, relative to the first half of last year.Education, Energy and Financial
Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 75 66 +13% 147Operating profit* 9 10 -8% 28Underlying revenues grew by 11%, with each of the three sectors(Education, Energy and Financial) contributing positively to the growth in theperiod.
Hobsons, serving the Education sector, continued its strong growthwith underlying revenues increasing by 16%. Hobsons also successfullycompleted two bolt-on acquisitions in the period, Beat the GMAT, the world'slargest social network for MBA applicants, and Edumate, an Australian providerof student management technologies for the schools market. Due to normalseasonal elements of the business, Hobsons makes the majority of its profit inthe second half of the financial year. During the period, Hobsons invested ina new service, enabling universities to completely outsource the marketing,enrolment and student service management functions of their online programmes. Our Energy information company, Genscape, increased underlyingrevenues by 14% as a result of its expansion into the natural gas and biofuelmarkets and the development of new products for smaller potential customers.The number of subscribing clients is up by more than 40% compared to the endof the first half of last year. As expected, this growth strategy has requiredan increase in operating costs, which has reduced operating margins for thefirst half of the year. In April, Genscape acquired Vessel Tracker, a Germanbased business which, by monitoring ship movements at ports and usingsatellite tracking, provides real-time tracking of around 100,000 vessels atany given time. The movements of maritime cargoes impact the trading prices ofoil, gas and agricultural commodities and this acquisition enables Genscape tofurther develop its product suite for energy traders.The Financial information market continues to see considerablechange, as participants enter and exit the Commercial Mortgage-BackedSecurities (CMBS) market served by Trepp and the broader Asset-BackedSecurities market served by Lewtan. In a challenging environment we arepleased that both Trepp and Lewtan were able to increase underlying revenuesand that profits grew from this sector.
Outlook
For the full year, dmg information remains on course to achieveunderlying revenue growth of approximately 10% with an operating margin ofaround 20%. dmg events Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 57 45 +27% 89Operating profit* 20 12 +74% 21Operating margin* 35% 26% 24%dmg events' reported revenues were up, as expected, by 27% despitethe sale of Evanta in September 2012. This was due to two of the threebiennial events, ADIPEC and Gastech, taking place in the period with bothevents delivering strong performances. As a consequence, dmg events' operatingprofit* increased by 74% on a reported basis.
Adjusting for these factors, underlying revenue increased by anencouraging 12% despite the Digital Marketing business suffering decliningrevenues due to the impact of hurricane Sandy on the New York ad:tech event.Underlying profits* were up 13%. All three of our major events have takenplace in the first half, namely Gastech, Big 5 and ADIPEC and consequently asignificant majority of the full year revenue has now been secured.Outlook
Due to the timing of biennial events we expect revenues in thesecond half of this year to be approximately half those in the first half andthe second half margin to be considerably lower. For the full year, dmg eventscontinues to expect underlying revenue growth of approximately 10% and todeliver an operating margin* in the region of 25%.Euromoney Institutional Investor
Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 187 189 -1% 394Operating profit* 53 52 +3% 112Operating margin* 28% 27% 28% Euromoney announced its first half results last week. Revenuedeclined by 1% on a reported basis but increased by 1% on an underlying basisafter adjusting for event timing differences. Subscriptions, which accountedfor 53% of revenue in the period, returned to 3% growth in the second quarterhaving declined by 3% in the first quarter. Underlying event revenues werebroadly flat whilst advertising revenues, which accounted for only 12% oftotal revenues, remained weak.Operating profit* rose 3% to £53 million, including the cost ofEuromoney's management incentive Capital Appreciation Plan (CAP). Anadditional accelerated charge in respect of the CAP was recognised in 2011,and both last year's and this year's profits benefit from the earlieracceleration of that charge. Excluding this benefit, underlying operatingprofit* is up 1% on last year. Costs, particularly headcount, have beentightly controlled, and Euromoney has continued to invest in technology andnew products as part of its global online growth strategy.
During the period Euromoney acquired Insider Publishing, a leadinginformation source and events provider for the international insurance andreinsurance markets, and TTI/Vanguard, the California-based private membershiporganisation for executives who lead technology innovation in globalorganisations. In April, Euromoney acquired a 75% stake in the Centre forInvestor Education, the leading Australian provider of investment forums forsenior executives of superannuation funds and global asset management firms.Also in April, Euromoney signed a binding agreement with HSBC to acquire itsindex calculation operation, Quantitative Techniques (QT). Completion of thesale is expected to take place in approximately six months and gives Euromoneythe opportunity to build a new business providing independent indexcompilation services.Outlook
Uncertainties over the Eurozone remain and financial institutionscontinue to cut costs, particularly in headcount. The recent strongperformance of equity markets masks tougher trading conditions for Euromoney'scustomers. Sentiment for US markets is more positive, while emerging marketscontinue to be an important growth driver. Recent subscription sales trends, combined with more new productsbeing launched, should help drive subscription growth in the second half.Advertising remains weak whilst recent sales for the events business areencouraging. In the second half, Euromoney will continue to invest intechnology and new products and, in general, trading remains in line withexpectations. Consumer media Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 454 542 -16% 1,060Operating profit* 33 32 +2% 81Operating margin* 7% 6% 8%These results are stated after allocating Group corporate costs on the basisof Consumer media's share of Group revenues.
The reported results for the Consumer businesses were impacted bythe disposal of Northcliffe Media, effective 30 December 2012. Following thedisposal, the Group's remaining consumer media businesses sit within dmgmedia, formerly known as Associated Newspapers.
The Group owns stakes in Zoopla Property Group, the digitalproperty business, and Local World, the local media publisher. DMGT's share ofprofits of these businesses is included within joint ventures and associates. dmg media Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue:Daily Mail / The Mail on Sunday 287 305 -6% 590MailOnline 20 12 +61% 28Metro, 7 Days 40 44 -8% 89Evenbase 39 22 +80% 59Other 20 51 -62% 82Total Revenue 406 435 -7% 848Operating profit* 36 34 +6% 78Operating margin* 9% 8% 9%These results are stated before the allocation of Group corporatecosts. Amounts are stated rounded to the nearest million pounds, consequentlytotals may not equal the sum of the component integers.
Summary
Underlying revenues declined by 2% compared to the first half ofthe prior year. Reported revenues declined by 7%, primarily due to thecreation of the Zoopla Property Group in May 2012, which is now accounted foras a joint venture, as well as the disposal of dmg media's central and easternEuropean operations during the period.The underlying increase in digital advertising revenues across thedmg media portfolio exceeded the ongoing decline in print advertisingrevenues®. This is a significant inflection point for the business.Circulation volumes and revenue continued to decline, with the February 2013increase in the cover price of the Monday to Friday editions of the DailyMail, from 55p to 60p, impacting less than two months' of revenues in theperiod.
Operating profit* for the period increased by 6% to £36 million andthe underlying increase was 7%, with lower costs, notably production andnewsprint more than offsetting increased investment in MailOnline and Wowcher,contributing to the increase in operating margin* from 8% to 9%.
The investment of £54m in the purpose built printing plant atThurrock has resulted in one of the most efficient newspaper productionfacilities in the country. The first press started running in November 2012and the full site will be operational in July of this year. The closure of ourStoke plant in December 2012 and the sale of our Surrey Quays site, expectedto complete later this year, will finalise the rationalisation from eightplants in 2008 to two by the end of this financial year. Year-on-yearproduction cost savings during the period primarily resulted from the closureof the Derby plant in February 2012 and the Stoke plant in December 2012.Although the second half of the year will continue to benefit from the Stokeclosure, there will be dual production costs for both Surrey Quays andThurrock until the new site is fully operational in July.Mail Franchise
Revenue for the combined newspapers and website businesses (DailyMail, The Mail on Sunday and MailOnline) declined by 4% to £306 million due toan 8% decline in print advertising revenue and a 6% decline in circulationrevenue. This was mitigated in part by revenue growth for MailOnline of 61% inthe period. The Daily Mail's circulation volumes continued to decline, partlydue to reductions in high production cost foreign copies. The strength of theMail brand, however, enabled a continued increase in the Daily Mail's marketshare to 22.1% in March 2013, compared to 21.5% in March 2012, despite theweekday cover price increase from 55p to 60p. The Mail on Sunday alsoincreased market share, to 21.0% in March 2013, compared to 19.7% in March2012. MailOnline continues to grow strongly, with 117 million averagemonthly unique visitors in the quarter to March 2013, 26% higher than for thecorresponding period to March 2012. MailOnline continues to focus onincreasing the size and engagement level of its global audience and, inparticular, is investing in its US editorial and sales presence. Home pageentry to the site, a key measure of audience engagement, accounted for 53% ofUK traffic and 22% of US traffic during the period, compared to 49% and 17%last year.Metro (including 7 days)
Revenue at Metro declined 8%, partly due to Olympic brands havingalready started to advertise during the first half of FY 2012 and to therebeing two fewer editions this year. Metro continues to invest in its digitalstrategy, and more than half of its global digital audience of 769,000 averagedaily unique visitors in the quarter to March 2013 came from mobile devices,with average daily mobile visitors of nearly 400,000 during March. Digitaladvertising revenue increased by 26% compared to the first half of last year.Evenbase
Evenbase, the digital recruitment business, benefited from theacquisition of Jobrapido in April 2012 and delivered a revenue increase of80%. Underlying revenue growth was 19%, with particularly strong organicgrowth from Jobrapido and Broadbean. We expect a stronger performance andhigher margin during the second half of the year, as was the case last year.
Other dmg media businesses
Wowcher has grown rapidly since its launch in April 2011 and byMarch 2013 had an estimated 22% share of the growing UK online discounteddeals market. Wowcher has grown its database to 2.4 million customers, notablyaffluent, urban females. The cost of adding new subscribers continues todecline and the lifetime value to increase, with approximately 80% of activitynow from repeat customers. Wowcher's net revenue in the period was £5 million,more than treble the first half of last year. Wowcher is currently ininvestment phase, with the ambition of scaling its database of affluentfemales further over the next year. The business is targeting to achieverun-rate break-even in the second half of FY 2014.Reported revenues from other businesses, including Wowcher, were62% lower than last year. This is due to the Digital Property Group beingmerged into Zoopla Property Group, which is reported as a joint venture, inMay 2012 and the disposals of the Teletext and Motors businesses. The centraland eastern European publishing businesses were also disposed of during theperiod, increasing the focus on the higher growth businesses within the dmgmedia portfolio.
Outlook
Trading during the seven weeks since the period end has seen underlyingadvertising revenues up 2%, with underlying circulation revenues down 2%.Overall for the full year, dmg media's reported revenues are expected to showa mid-single digit percentage decline while underlying revenues, adjusting fordisposals, mergers and acquisitions, are expected to be broadly in line withlast year. The comparatives during the second half of the year will be morechallenging due to the benefit of the 2012 Olympics and the significantproduction cost savings which were realised during the second half of lastyear. Operating margins for the full year are expected to be in line with, ormarginally up on, last year.Northcliffe Media
Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mRevenue 49 108 -55% 213Operating profit* 7 11 -33% 26Operating margin* 15% 10% 12%Northcliffe Media was sold to Local World, a company in which theGroup now owns a 38.7% stake, at the end of December 2012. Consequently theresults in the period only include three months' trading. Underlying revenuesduring the quarter to December declined by 5% but the operating marginimproved to 15%.
Other income statement items
- Income from joint ventures and associates
The Group's share of the pre tax results* of its joint ventures and associatesincreased by £5 million to £8 million. The largest components were ZooplaProperty Group, which was formed in May 2012 and in which DMGT owns a 50.8%stake, and the 38.7% share of Local World's profits since it commenced tradingat the end of December 2012. The FY 2012 results included dmg Radio Australia,which was sold in September 2012.Zoopla Property Group continues to deliver encouraging growth and to generatea high number of sales leads to its clients. Local World delivered a strongoperating margin in its first quarter of trading to March.
- Net finance costs Half Year Half Year Movement Full Year 2013 2012 % 2012 £m £m £mNet interest payable and similar charges (27) (30) +13% (61)Premium on bond buy back - (6) (6)Pension finance item 7 4 9Investment income 2 1 1Total (18) (32) +43% (57)Amounts are stated rounded to the nearest million pounds,consequently totals may not equal the sum of the component integers.
Net finance costs decreased by £14 million to £18 million, partlydue to last year's charge including a £6 million premium charge on the earlyredemption of bonds. There was also a £3 million increase in the pensionfinance credit to £7 million due to the reduction in the pension fund deficitover the year to 30 September 2012.Other investment income increased by £1 million due to a dividendfrom the Press Association. Net interest payable and similar charges fell by13% to £27 million due to lower average net debt.
- Other items
The Group has charged £18 million as exceptional operating costs,of which £12 million were cash items. This charge includes £3 million inrespect of earn-out costs for acquisitions, which historically would not havebeen recognised in the income statement but which are now, following theclarification by the International Financial Reporting StandardsInterpretations Committee in January 2013 in respect of the accountingtreatment of contingent consideration, contained within IFRS3, "BusinessCombinations". The cash items also include reorganisation, redundancy andconsultancy costs of £9 million, principally at dmg media.
Exceptional operating costs include accelerated depreciation andimpairment of property, plant and equipment of £9 million relating to theclosure of the printing facilities in Stoke and Surrey Quays and the move toThurrock. There was also a £4 million non-cash benefit within exceptionaloperating costs in respect of the curtailment of the Northcliffe definedbenefit pension plan.
The charge for amortisation of intangible assets fell by £4 millionto £16 million. The Group also made an impairment charge of £5 million,principally relating to dmg information's remaining investment in Sanborn.
The Group recorded gains on disposals of £61 million, compared to£1 million in the prior period. The gains primarily related to the disposalsof Northcliffe Media and dmg media's central and eastern European businesses.
- Taxation
The adjusted tax charge of £25 million (2012 £17 million) is statedafter adjusting for the effect of exceptional items. The adjusted tax rate forthe half year is 18.4% (2012 16.4%). The continued low rate reflects taxreductions from tax-efficient financing and tax deductible amortisation in theUS, though the effective tax rate is expected to increase to over 20% in twoto three years.There were net exceptional tax charges of £4 million, due to thereversal and write off of deferred tax assets relating to the Northcliffebusiness of £7 million and relief of £3 million in respect of amortisation andimpairment of intangible fixed assets.
Pensions
The deficit on the Group's defined benefit pension schemesdecreased from £324 million at the beginning of the year to £292 million atthe half year (calculated in accordance with IAS 19), with the increase in thevalue of assets exceeding the increase in the value of the defined benefitobligation. Funding payments into the main schemes during the period were £29million, including £15 million in January 2013 following the disposal ofNorthcliffe Media. These schemes are closed to new employees.Net debt and cash flow
Net debt at the end of the period was £724 million, an increase of£111 million since the year end, and the net debt:EBITDA ratio was 1.85. TheGroup generated operating cash flows of £88 million. Operating cash flows arestated after capital expenditure of £26 million, excluding £20 million ofexpenditure in respect of Thurrock and RMS(one). There were net disposalproceeds of £23 million, £33 million spent on the share buy back programme,taxation of £23 million, interest payments of £19 million, pension funding of£29 million and dividends totalling £55 million. The change in value ofderivatives gave rise to an increase in net debt of £44 million, notably dueto the weakening of the pound relative to the US dollar (£1:$1.52 at 31 March2013, £1:$1.62 at 30 September 2012). Net debt is usually at its peak around the half year due to thetiming of the prior year's final dividend and other annual payments. Allowingfor the continuation of the share buy back programme and assuming no major newacquisitions, the ratio of net debt to EBITDA is expected to be 2.0 or less atthe year end.In early April 2013, £47 million of 7.5% Bonds matured and wereredeemed using available cash funds.
The Directors consider that the Group has adequate resources tocontinue in operational existence for the foreseeable future. Accordingly,they continue to adopt the going concern basis in preparing the half yearlyreport.
Financing
During the first half of the year, the Group acquired 5.5 million`A' Ordinary shares for £33 million under a share buy back programme. TheGroup acquired a further 4.7 million `A' Ordinary shares for £26 million inorder to meet obligations to provide shares under its incentive plans. It alsoutilised 4.7 million shares out of Treasury to provide shares under variousincentive plans valued at £26 million. As at 31 March 2013, DMGT had 377.6million shares in issue, together with 15.7 million `A' Ordinary shares heldin Treasury.During the first half year, DMGT maintained its interest inEuromoney at 68.1% at a cost of £11 million. This action was taken in order toenable it to offset the dilutive effect of the vesting of Euromoney's CAP.
Dividend
The Board has declared an interim dividend of 5.9 pence perOrdinary and `A' Ordinary Non-Voting share (2012 5.6 pence) which will be paidon 5 July 2013 to shareholders on the register at the close of business on 7June 2013. Underlying analysis - revenues £m % Underlying M&A Other HY13 Underlying M&A Exchange Other HY12 B2BRMS +5% 85 - - 85 81 - - - 81Dmginformation +11% 133 2 - 132 120 5 (1) - 116dmg events +12% 57 - - 57 50 (9) - 15 45Euromoney +1% 187 - - 187 186 - (1) (3) 189 +6% 462 - - 461 437 (3) (2) 11 431 Consumerdmg media (2%) 399 (7) - 406 406 (23) - (6) 435NorthcliffeMedia - (49) - 49 - (108) - - 108 (2%) 399 (56) - 454 406 (131) - (6) 542 Total +2% 861 (54) - 915 843 (134) (2) 5 974Note: M&A adjustments are for disposals, including Evanta, TeletextHolidays and dmg media's central and eastern European operations; the mergerof The Digital Property Group to form the Zoopla Property Group; andacquisitions, including Jobrapido and FirstSearch.
Amounts are stated rounded to the nearest million pounds,consequently totals may not equal the sum of the component integers.
Underlying analysis - adjusted operating profit* £m % Underlying M&A Other HY13 Underlying M&A Exchange Other HY12 B2BRMS +5% 31 - - 31 30 - - - 30dmginformation +6% 20 1 - 19 19 2 (1) - 18dmg events +13% 20 - - 20 17 (3) - 9 12Euromoney +1% 51 - (2) 53 51 - - (1) 52 +4% 122 1 (2) 124 116 (1) (1) 8 110Consumerdmg media +7% 35 (1) - 36 33 (1) - - 34NorthcliffeMedia - (7) - 7 - (11) - - 11 +7% 35 (8) - 43 33 (12) - - 45 Corporate costs +6% (21) - - (21) (22) - - - (22)Operating profit +7% 136 (8) (2) 146 127 (14) (1) 8 133Joint venturesand associates 8 - - 8 4 1 - - 3Net Financecharges (25) - (7) (18) (30) - - 2 (32) Adjusted Profit beforeTax* 119 (8) (9) 137 101 (13) (1) 10 105Notes: B2B and Consumer underlying figures are stated pre the allocation ofCorporate costs. Including Corporate costs, the underlying growth rate for B2Bwas +5%.
`Other' includes adjustments for the timing of events, the acceleration ofEuromoney's CAP costs, the premium on the redemption of bonds and the pensionfinance credit.
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 principal risks and uncertainties that affect the Group on anon-going basis are described in our 2012 Annual Report at www.dmgt.com. Theseare still considered to be the most relevant risks and uncertainties at thistime.Statement of Directors' responsibilities
The Directors are responsible for preparing the half-yearlyfinancial report, in accordance with applicable law and regulations.
The Directors confirm that to the best of their knowledge:
a) this condensed set of financial statements which should be readin conjunction with the annual financial statements for the year ended 30September 2012 and has been prepared in accordance with IAS 34 `Interimfinancial reporting' as adopted by the European Union; and
b) the interim management report includes a fair review of theinformation required by the Financial Services Authority's Disclosure andTransparency Rules 4.2.7R and 4.2.8R.
By order of the Board of Directors
The Viscount Rothermere Chairman 22 May 2013*Adjusted results are stated before exceptional items, other gainsand losses, impairment of goodwill and intangible assets, and amortisation ofintangible assets arising on business combinations. For a reconciliation ofGroup profit to adjusted Group profit, see Note 9.
# Underlying revenue or profit* is revenue or profit* on alike-for-like basis, adjusted for constant exchange rates, disposals,closures, non-annual events occurring in the current and prior year and, withthe exception of Euromoney, acquisitions; see pages 17 and 18. For dmg events,the comparisons are between events held in the year and the same events heldthe previous time, and exclude Evanta. For Euromoney underlying revenueexcludes biennial events that did not occur this year and underlying profitexcludes the benefit in both FY 2012 and FY 2013 of the historic accelerationof its CAP charge. For dmg media, underlying comparisons exclude low margincontract printing revenue, the effects of the sale of Teletext Holidays andmotors.co.uk last year, the disposal of the central and eastern Europeanbusinesses this year, and the merger of the Digital Property Group and Zooplaat the end of May 2012, and include the organic growth from Jobrapido.Northcliffe Media and dmg radio Australia are excluded from the DMGT Groupunderlying comparisons.~ Percentages are calculated on actual numbers to one decimalplace.
+ restated for the change in accounting treatment for therecognition of licence revenues at Hobsons, dmg information's educationbusiness, to recognise on a subscription basis which is consistent with thetreatment for the full year FY 2012. In January 2013, the InternationalFinancial Reporting Standards Interpretations Committee (IFRIC) clarified theaccounting treatment of contingent consideration contained within IFRS 3"Business Combinations" and as a result prior year deferred considerationpayments of £3.4 million, of which £0.4m occurred in the first half of theyear, have been re-stated as exceptional operating costs. Prior year resultsare also restated to reflect Northcliffe Media and dmg radio Australia beingtreated as discontinued operations; see Note 2. ® The underlying increase in digital advertising revenues acrossthe dmg media portfolio exceeded the ongoing decline in print advertisingrevenues. Print advertising includes revenue from the Daily Mail, The Mail onSunday and Metro, whilst digital advertising includes revenue from MailOnline,Evenbase (excluding Broadbean and including the year-on-year growth fromJobrapido), Wowcher, Metro's digital assets, Villarenters and other smallerrevenue streams. Zoopla Property Group is a joint venture and consequently itsrevenues are excluded from dmg media's revenues.The average £: US$ exchange rate for the year was £1:$1.58 (against£1:$1.57 last year). The rate at the half year end was $1.52 (2012: $1.60),compared to $1.62 at the previous year end.
For further information
For analyst and institutional enquiries:Stephen Daintith, Finance Director, DMGT +44 20 3615 2902Adam Webster, Head of ManagementInformation and Investor Relations, DMGT + 44 20 3615 2903For media enquiriesKim Fletcher / Will Carnwath, Brunswick +44 20 7404 5959Group
Analysts' presentation and webcast
A presentation of the Half Year results will be given to investorsand analysts at 9.30am on 23 May 2013 at the London Stock Exchange, 10Paternoster Square, London, EC4M 7LS. There will also be a live webcastavailable on our website: http://www.dmgt.com.
Next trading update
The Group's next scheduled announcement of financial informationwill be its third quarter interim management statement on 25 July 2013.
This Interim Management Report (IMR) is prepared for and addressedonly to the Group's shareholders as a whole and to no other person. The Group,its directors, employees, agents or advisers do not accept or assumeresponsibility to any other person to whom IMR is shown or into whose hands itmay come and any such responsibility or liability is expressly disclaimed.Statements contained in this IMR are based on the knowledge and informationavailable to the Group's Directors at the date it was prepared and thereforethe facts stated and views expressed may change after that date. By theirnature, the statements concerning the risks and uncertainties facing the Groupin this IMR involve uncertainty since future events and circumstances cancause results and developments to differ materially from those anticipated. Tothe extent that this IMR contains any statement dealing with any time afterthe date of its preparation such statement is merely predictive andspeculative as it relates to events and circumstances which are yet to occur.The Group undertakes no obligation to update these forward-looking statements.Independent review report to Daily Mail and General Trust plc
We have been engaged by the company to review the condensed set of financialstatements in the half-yearly financial report for the 26 weeks ended 31 March2013 which comprise the condensed consolidated income statement, the condensedconsolidated statement of comprehensive income, the condensed consolidatedstatement of changes in equity, the condensed consolidated cash flowstatement, the condensed consolidated statement of financial position, andrelated notes 1 to 24. We have read the other information contained in thehalf-yearly financial report and considered whether it contains any apparentmisstatements or material inconsistencies with the information in thecondensed set of financial statements. This report is made solely to the Company in accordance withInternational Standard on Review Engagements (UK and Ireland) 2410 "Review ofInterim Financial Information Performed by the Independent Auditor of theEntity" issued by the Auditing Practices Board. Our work has been undertakenso that we might state to the Company those matters we are required to stateto them in an independent review report and for no other purpose. To thefullest extent permitted by law, we do not accept or assume responsibility toanyone other than the company, for our review work, for this report, or forthe conclusions we have formed.Directors' responsibilities
The half-yearly financial report is the responsibility of, and hasbeen approved by, the Directors. The Directors are responsible for preparingthe half-yearly financial report in accordance with the Disclosure andTransparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 1, the annual financial statements of theGroup are prepared in accordance with IFRSs as adopted by the European Union.The condensed set of financial statements included in this half-yearlyfinancial report has been prepared in accordance with International AccountingStandard 34, "Interim Financial Reporting," as adopted by the European Union.Our responsibility
Our responsibility is to express to the Company a conclusion on thecondensed set of financial statements in the half-yearly financial reportbased on our review.
Scope of Review
We conducted our review in accordance with International Standardon Review Engagements (UK and Ireland) 2410, "Review of Interim FinancialInformation Performed by the Independent Auditor of the Entity" issued by theAuditing Practices Board for use in the United Kingdom. A review of interimfinancial information consists of making inquiries, primarily of personsresponsible for financial and accounting matters, and applying analytical andother review procedures. A review is substantially less in scope than an auditconducted in accordance with International Standards on Auditing (UK andIreland) and consequently does not enable us to obtain assurance that we wouldbecome aware of all significant matters that might be identified in an audit.Accordingly, we do not express an audit opinion.Conclusion
Based on our review, nothing has come to our attention that causesus to believe that the condensed set of financial statements in thehalf-yearly financial report for the 26 weeks ended 31 March 2013 is notprepared, in all material respects, in accordance with InternationalAccounting Standard 34 as adopted by the European Union and the Disclosure andTransparency Rules of the United Kingdom's Financial Services Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
22 May 2013 London United Kingdom Shareholder InformationFinancial Calendar (provisional)
2013
23rd May Half Yearly Financial Report published
5th June Interim ex-dividend date
7th June Interim record date
5th July Payment of interim dividend
25th July Interim management statement
25th September Pre-close trading update
29th September Year end
30th September Payment of interest on loan notes
21st November Annual results and final dividend announced
27th November Ex-dividend date
29th November Record date
Contacts
Daily Mail and General Trust plc AuditorNorthcliffe House Deloitte LLP2 Derry Street, 2 New Street SquareLondon LondonW8 5TT EC4A 3BZTelephone: +44 20 7938 6000Email: [email protected] RegistrarsCredit Suisse Securities (Europe) EquinitiLimited Aspect HouseOne Cabot Square Spencer RoadLondon LancingE14 4QJ West Sussex BN99 6DANumis Securities LimitedThe London Stock Exchange Building10 Paternoster SquareLondonEC4M 7LTFor further investor information and contacts, please visit theCompany's website at:
http://www.dmgt.com
Copies of this Half Yearly Financial Report are availableelectronically from the Company's website at www.dmgt.com or from theSecretary upon request.
DMGT plcCondensed Consolidated IncomeStatementFor the 26 weeks ending 31 March2013 Unaudited 26 Unaudited 26 Audited 52 weeks ending weeks ending weeks ending 31 March 2013 1 April 2012 30 September 2012 Restated Restated (Note 1) (Note 1) Note £m £m £mCONTINUING OPERATIONSRevenue 2 866.0 866.0 1,746.8 Operating profit before 2 139.0 122.3 273.7exceptionaloperating costs, amortisation andimpairment of goodwill andacquiredintangible assetsExceptional operating costs, 2 (21.5) (33.9) (76.5)impairment of internallygenerated andacquired computer software,investment property and property,plantand equipmentAmortisation and impairment of 2 (20.9) (20.9) (53.6)goodwill and acquired intangibleassetsarising on business combinations Operating profit before share of 2 96.6 67.5143.6
results
of joint ventures and associatesShare of results of joint 3 (1.2) (0.5) (1.8)ventures andassociatesTotal operating profit 95.4 67.0 141.8 Other gains and losses 4 22.4 0.5 114.4Profit before net finance costs 117.8 67.5 256.2and tax Investment revenue 5 9.6 6.1 10.8Finance costs 6 (30.5) (36.9) (64.1)Net finance costs (20.9) (30.8) (53.3) Profit before tax 96.9 36.7 202.9Tax 7 (21.7) 27.4 18.8Profit after tax from continuing 75.2 64.1 221.7operations DISCONTINUED OPERATIONSProfit from discontinued 19 42.1 5.4 54.8operationsPROFIT FOR THE PERIOD 117.3 69.5 276.5 Attributable to:Owners of the Company 107.1 60.3 253.8Non-controlling interests * 10.2 9.2 22.7Profit for the period 117.3 69.5 276.5 Earnings per share 10From continuing operationsBasic 17.1p 14.4p 52.0pDiluted 16.7p 14.4p 50.5pFrom discontinued operationsBasic 11.1p 1.4p 14.3pDiluted 10.8p 1.4p 13.9pFrom continuing and discontinuedoperationsBasic 28.2p 15.8p 66.3pDiluted 27.4p 15.8p 64.2pAdjusted earnings per shareBasic 25.8p 19.6p 49.4pDiluted 25.1p 19.6p 47.9p* All attributable to continuingoperationsDMGT plcCondensed Consolidated Statement ofComprehensive IncomeFor the 26 weeks ending 31 March 2013 Unaudited 26 Unaudited 26 Audited 52 weeks ending weeks ending weeks ending 31 March 2013 1 April 2012 30 September 2012 Restated Restated (Note 1) (Note 1) £m £m £mProfit for the period 117.3 69.5 276.5 Items that will not be reclassified to profit orlossActuarial loss on defined benefit pension (8.3) (76.1)(61.8)
schemes
Tax relating to items that will not be 2.0 14.0 5.6reclassified to profit or loss
Total items that will not be reclassified to (6.3) (62.1)(56.2)
profit or loss
Items that may be reclassified subsequentlyto profit or loss(Losses)/gains on hedges of net investments (45.2) 20.031.3
in foreign operationsCash flow hedges:(Losses)/gains arising during the period (7.8) 2.4 3.1Transfer of loss on cash flow hedges from 1.4 2.8 3.6translation reserve toCondensed Consolidated IncomeStatementTranslation reserves recycled to Condensed (2.8) -(0.9)
Consolidated Income Statement ondisposalsForeign exchange differences on 49.9 (14.4)(26.4)
translation of foreign operationsTax relating to items that may be 1.2 - -reclassified to profit or loss
Total items that may be reclassified (3.3) 10.810.7
subsequently to profit or loss
Other comprehensive expense for the (9.6) (51.3)(45.5)
period
Total comprehensive income for the period 107.7 18.2 231.0 Attributable to:Owners of the Company 94.3 8.8 208.4Non-controlling interests 13.4 9.4 22.6 107.7 18.2 231.0DMGT plcCondensedConsolidatedStatement ofChanges in EquityFor the 26 weeksending ending 31March 2013 Called Share Capital Revaluation Shares Translation Retained Total Non- Total -up premium redemption reserve held reserve earnings controlling equity share account reserve in interests capital treasury £m £m £m £m £m £m £m £m £m £mAt 2 October 2011restated (Note 1) 49.1 12.7 1.1 3.3 (46.3) (42.5) 49.6 27.0 80.3 107.3Profit for the - - - - - - 60.3 60.3 9.2 69.5period restated(Note 1)Other - - - - - 10.3 (61.8) (51.5) 0.2 (51.3)comprehensiveincome for theperiod restated(Note 1)Total - - - - - 10.3 (1.5) 8.8 9.4 18.2comprehensiveincome for theperiod restated(Note 1)Issue of share - 0.7 - - - - - 0.7 0.9 1.6capitalDividends - - - - - - (44.8) (44.8) (6.3) (51.1)Own shares - - - - (30.1) - - (30.1) - (30.1)acquired in theperiodOwn shares - - - - 32.4 - - 32.4 - 32.4released onvesting of shareoptionsExercise of - - - - - - 0.1 0.1 - 0.1acquisition putoptioncommitmentsAdjustment to - - - - - - (12.0) (12.0) (1.6) (13.6)equity followingincreased stake incontrolled entityCredit to equity - - - - - - 8.0 8.0 0.7 8.7for share-basedpaymentsSettlement of - - - - - - (14.6) (14.6) - (14.6)exercised shareoptions ofsubsidiariesDeferred tax on - - - - - - (0.1) (0.1) (0.2) (0.3)other itemsrecognised inequity At 1 April 2012 49.1 13.4 1.1 3.3 (44.0) (32.2) (15.3) (24.6) 83.2 58.6restated (Note 1) At 2 October 2011restated (Note 1) 49.1 12.7 1.1 3.3 (46.3) (42.5) 49.6 27.0 80.3 107.3Profit for the - - - - - - 253.8 253.8 22.7 276.5period restated(Note 1)Other - - - - - 9.9 (55.3) (45.4) (0.1) (45.5)comprehensiveincome for theperiod restated(Note 1)Total - - - - - 9.9 198.5 208.4 22.6 231.0comprehensiveincome for theperiod restated(Note 1)Issue of share - 0.8 - - - - - 0.8 1.5 2.3capitalDividends - - - - - - (66.2) (66.2) (9.6) (75.8)Own shares - - - - (30.1) - - (30.1) - (30.1)acquired in theperiodOwn shares - - - - 32.6 - - 32.6 - 32.6released onvesting of shareoptionsTransfer to - - - (3.3) - - 3.3 - - -retained earningson disposal ofrevaluedpropertiesOther transactions - - - - - - - - 0.9 0.9with non-controllinginterestsAdjustment to - - - - - - (13.5) (13.5) (0.6) (14.1)equity followingincreased stake incontrolled entityAdjustment to - - - - - - 0.1 0.1 (0.1) -equity followingdecreased stakein controlled entityCredit to equity - - - - - - 12.5 12.5 0.7 13.2for share-basedpaymentsSettlement of - - - - - - (15.6) (15.6) - (15.6)exercised shareoptions ofsubsidiariesCorporation tax - - - - - - 0.4 0.4 0.2 0.6on share-based paymentsDeferred tax on - - - - - - - - (0.6) (0.6)other itemsrecognised inequity At 1 October 2012 49.1 13.5 1.1 - (43.8) (32.6) 169.1 156.4 95.3 251.7Profit for the - - - - - - 107.1 107.1 10.2 117.3periodOther - - - - - (7.6) (5.2) (12.8) 3.2 (9.6)comprehensiveincome for theperiodTotal - - - - - (7.6) 101.9 94.3 13.4 107.7comprehensiveincome for theperiodIssue of share 0.1 1.3 - - - - - 1.4 0.8 2.2capitalDividends - - - - - - (47.5) (47.5) (7.0) (54.5)Own shares - - - - (58.8) - - (58.8) - (58.8)acquired in theperiodFinancial liability - - - - (20.0) - - (20.0) - (20.0)for closed periodpurchasesOwn shares - - - - 21.2 - - 21.2 - 21.2released onvesting of shareoptionsExercise of - - - - - - 0.1 0.1 (0.1) -acquisition putoptioncommitmentsOther transactions - - - - - - - - 0.4 0.4with non-controllinginterestsAdjustment to - - - - - - (13.3) (13.3) (2.4) (15.7)equity followingincreased stake incontrolled entityCredit to equity for - - - - - - 11.1 11.1 0.3 11.4share-basedpaymentsSettlement of - - - - - - (9.4) (9.4) - (9.4)exercised shareoptions ofsubsidiariesInitial recording of - - - - - - (0.3) (0.3) (0.1) (0.4)put optionsgranted to non-controllinginterests insubsidiariesCorporation tax - - - - - - 1.1 1.1 0.5 1.6on share-basedpaymentsDeferred tax on - - - - - - 2.3 2.3 0.2 2.5other itemsrecognised inequity At 31 March 2013 49.2 14.8 1.1 - (101.4) (40.2) 215.1 138.6 101.3 239.9 DMGT plcCondensed Consolidated Statement ofFinancial PositionAs at 31 March 2013 Unaudited as Unaudited as Audited as at at 31 March at 1 April 30 September 2013 2012 2012 Restated Restated (Note 1) (Note 1) Note £m £m £mASSETSNon-current assetsGoodwill 746.5 754.5 687.1Other intangible assets 316.8 278.6 281.4Property, plant and equipment 12 221.4 294.2 238.1Investment property 10.7 20.2 6.8Investments in joint ventures 136.3 20.0 137.3Investments in associates 41.4 12.2 11.5Available-for-sale investments 1.3 1.7 1.5Trade and other receivables 11.4 35.9 14.6Derivative financial assets 23.2 7.2 24.6Deferred tax assets 202.5 213.7 204.7 1,711.5 1,638.2 1,607.6Current assetsInventories 24.7 31.1 28.3Trade and other receivables 371.6 348.8 328.7Current tax receivable 6.7 6.4 3.6Derivative financial assets 2.1 6.7 8.9Cash and cash equivalents 62.4 55.6 104.7 Total assets of businesses held-for-sale 13 - - 71.7 467.5 448.6 545.9 Total assets 2,179.0 2,086.8 2,153.5 LIABILITIESCurrent liabilitiesTrade and other payables (671.2) (649.5) (656.8)Current tax payable (14.2) (18.3) (20.8)Acquisition put option commitments (0.5) (5.3) (4.5)Borrowings 14 (50.0) (81.0) (49.9)Derivative financial liabilities (29.5) (17.3) (14.1)Provisions (59.9) (47.4) (34.2)Total liabilities of businesses held-for-sale 13 - - (33.6) (825.3) (818.8) (813.9) Non-current liabilitiesTrade and other payables (3.4) (7.2) (8.1)Acquisition put option commitments (11.2) (5.8) (4.1)Borrowings 14 (711.4) (760.9) (678.1)Derivative financial liabilities (37.9) (32.8) (34.9)Retirement benefit obligations 20 (292.5) (369.6) (324.4)Provisions (32.5) (10.3) (14.4)Deferred tax liabilities (24.9) (22.8) (23.9) (1,113.8) (1,209.4) (1,087.9) Total liabilities (1,939.1) (2,028.2) (1,901.8) Net assets 239.9 58.6 251.7DMGT plcCondensed Consolidated Statementof Financial Position (continued)As at 31 March 2013 Unaudited as Unaudited as Audited as at at 31 March at 1 April 30 September 2013 2012 2012 Restated Restated (Note 1) (Note 1) Note £m £m £mSHAREHOLDERS' EQUITYCalled-up share capital 49.2 49.1 49.1Share premium account 14.8 13.4 13.5Share capital 16 64.0 62.5 62.6 Capital redemption reserve 1.1 1.1 1.1Revaluation reserve - 3.3 -Shares held in treasury (101.4) (44.0) (43.8)Translation reserve (40.2) (32.2) (32.6)Retained earnings 215.1 (15.3) 169.1 Equity attributable to owners of the company 138.6 (24.6) 156.4Non-controlling interests 101.3 83.2 95.3 239.9 58.6 251.7 Approved by the Board of Directors on 22May 2013DMGT plcCondensed Consolidated Cash Flow StatementFor the 26 weeks ending 31 March 2013 Unaudited 26 Unaudited 26 Audited 52 weeks ending weeks ending weeks ending 31 March 2013 1 April 2012 30 September 2012 Restated Restated (Note 1) (Note 1) Note £m £m £m Operating profit before share of results of joint 2 96.6 67.5 143.6ventures and associates - continuing operationsOperating profit before share of results of joint 19 11.0 5.5 15.3ventures and associates - discontinued operationsAdjustments for:Share-based payments 11.4 8.7 13.2Pension curtailment (3.8) - - Pension charge less than cash contributions (0.4) (1.3) (1.3)Depreciation 2 28.9 30.5 83.4Impairment of property, plant and equipment and 2 0.3 8.7 7.2investment propertyImpairment of goodwill and impairment charge of 2 4.6 3.4 19.4intangible assetsarising on business combinationsAmortisation of intangible assets not arising on 2 6.4 10.1 20.4business combinationsAmortisation of intangible assets arising on business 2 16.3 17.7 34.5combinations Operating cash flows before movements in 171.3 150.8 335.7working capital Decrease/(increase) in inventories 4.3 (8.3) (7.6)Increase in trade and other receivables (27.2) (5.7) (9.6)(Decrease)/increase in trade and other payables (47.2) (8.4) 40.0Increase/(decrease) in provisions 1.9 (0.9) (7.2)Additional payments into pension schemes (28.9) (37.1) (63.8) Cash generated by operations 74.2 90.4 287.5 Taxation paid (26.7) (11.7) (37.8)Taxation received 3.8 1.4 4.3 Net cash from operating activities 51.3 80.1 254.0 Investing activities Interest received 1.5 1.4 1.5 Dividends received from joint ventures and - 0.4 4.3associatesDividends received from available-for-sale 1.7 0.7 0.8investmentsPurchase of property, plant and equipment 12 (15.6) (29.3) (60.2)Expenditure on internally generated intangible fixed (25.0) (17.1) (37.8)assetsPurchase of available-for-sale investments (0.4) - (0.2)Proceeds on disposal of property, plant and 12 0.9 0.8 33.1equipmentProceeds on disposal of available-for-sale 0.7 2.0 2.0investmentsPurchase of subsidiaries 17 (45.9) (21.0) (48.8)Treasury derivative activities (12.3) 2.4 (7.3)Investment in joint ventures and associates (4.2) (6.5) (11.5)Proceeds on disposal of businesses 18 103.4 1.5 57.6Proceeds on disposal of joint ventures and - - 54.4associates Net cash generated by/(used in) investing activities 4.8 (64.7) (12.1)DMGT plcCondensed Consolidated Cash Flow Statement(continued)For the 26 weeks ending 31 March 2013 Unaudited 26 Unaudited 26 Audited 52 weeks ending weeks ending weeks ending 31 March 2013 1 April 2012 30 September 2012 Restated Restated (Note 1) (Note 1) Note £m £m £mFinancing activities Purchase of additional interests in controlled 17 (15.8) (14.7) (14.8)entitiesEquity dividends paid 8 (47.5) (44.8) (66.2)Dividends paid to non-controlling interests (7.0) (6.3) (9.6)Issue of share capital 16 1.4 0.7 0.8Issue of shares by Group companies to non- 0.8 0.9 1.5controlling interestsReceipt from non-controlling interests - - 1.8Purchase of own shares 16 (58.8) (30.1) (30.1)Net receipt on exercise/settlement of subsidiary 11.8 17.9 16.1share optionsInterest paid (19.8) (31.9) (64.0)Premium on redemption of bonds - (6.1) (6.1)Bonds redeemed - (110.0) (110.0)Loan notes repaid - (0.1) (0.7) Increase/(decrease) in bank borrowings 31.893.0 (23.4)
Net cash used in financing activities (103.1)(131.5) (304.7)
Net decrease in cash and cash equivalents (47.0)(116.1) (62.8)
Cash and cash equivalents at beginning of period 107.3 171.7 171.7Exchange gain/(loss) on cash and cash equivalents 2.0(0.6) (1.6)
Net cash and cash equivalents at end of period 11 62.3
55.0 107.3
DMGT plc
For the 26 weeks ending 31 March 2013
NOTES
1 BASIS OF PREPARATION
The information for the 26 weeks ended 31 March 2013 and 1 April 2012 and for
the 52 weeks ended 30 September 2012 does not constitute statutory accounts for
the purposes of section 435 of the Companies Act 2006. A copy of the accounts
for the 52 weeks ended 30 September 2012 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 (3) of the Companies Act 2006.
The Group's business activities, together with the factors likely to affect its
future development, performance and position are set out in the interim
management report. The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described in the condensed
financial statements and notes. After making enquiries, the Directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue to
adopt the going concern basis in preparing the half yearly report.
This financial information has been prepared for the 26 weeks ended 31 March
2013, 26 weeks ended 1 April 2012 and 52 weeks ended 30 September 2012. The
Group, and its national and local media divisions, prepare financial
information for a period ending on a Sunday near to the end of March or
September; all other divisions prepare financial information for periods ending
on 31 March and 30 September.
The Group considers whether there have been any significant transactions or
events between the end of the financial period of the divisions other than the
national and local media divisions and the end of the Group's financial period
and makes any material adjustments as appropriate.
The Annual Report and Accounts of DMGT plc are prepared in accordance with
International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board as adopted by the European Union. These condensed
financial statements have been prepared in accordance with International
Accounting Standard 34 Interim Financial Reporting as adopted by the European
Union.
Although not required by IAS 34, comparative figures for the Condensed
Consolidated Income Statement for the 52 week period ended 30 September 2012
and the Condensed Consolidated Statement of Financial Position as at 1 April
2012 have been included on a voluntary basis.
These Group Condensed Financial Statements have been prepared in accordance
with the accounting policies set out in the 2012 Annual Report and Accounts
with the exception of the changes in accounting policy described below, and as
amended by the application of certain new accounting standards in the period.
These policies are expected to be followed in the preparation of the full
financial statements for the financial year ended 30 September 2013.
NOTES
1 BASIS OF PREPARATION (Continued)
Restatement of results
The adjusted and reported results of the Group have been restated to reflect a
refinement of Hobsons' approach to revenue recognition. Hobsons' business model
has evolved such that the provision of its Enrolment Management Technology
(EMT) software services (currently around 47 % of its annual revenues of
approximately £64.0 million) is now predominantly provided in conjunction with
a hosting service. To better reflect the underlying nature of the revenue
contracts, software services provided in conjunction with a hosting service
will now be recognised over the contract service period, rather than at the
contract date of sale of the software licence. The recognition of revenue from
existing hosting services will continue to be recognised over the contract
service period. This change of accounting treatment was reflected in the
Group's Consolidated Financial Statements for the 52 weeks ended 30 September
2012 and the impact on the unaudited Condensed Consolidated Income Statement
for the 26 weeks ended 1 April 2012 and the Group's Condensed Consolidated
Statement of Financial Position as at 1 April 2012 is as follows : Unaudited 26 weeks ending 1 April 2012 £mImpact on CondensedConsolidated IncomeStatementIncrease in 0.3revenueIncrease in 0.3operating profitIncrease in profit 0.2after tax pIncrease in earnings per sharefrom continuing operationsBasic 0.1Diluted 0.1Adjusted 0.1 £mImpact on Condensed ConsolidatedStatement of Financial PositionReduction in (26.9)accrued incomeassetsIncrease in prepaid 1.3commission assetsIncrease in 9.5deferred taxasset In January 2013, the International Financial Reporting Standards Interpretations Committee (IFRIC) clarified the accounting treatment of contingent consideration contained within IFRS 3 "Business Combinations". Following this clarification, contingent consideration for acquired subsidiaries, where the selling shareholders continue to be employed by the Group, but which is automatically forfeited upon termination of employment, is now required to be classified as remuneration for post-combination services. Prior to this revised guidance, the contingent consideration could be treated for accounting purposes as either consideration or remuneration depending on the substance of the transaction. The Group reached an overall conclusion based on a balanced assessment of all indicators, including whether payments were dependent on continuing employment and in two such instances determined that these amounts were consideration in nature rather than remuneration. Nevertheless the Group has now changed its accounting policy to conform with the revised guidance, and the half and full year comparatives have been restated. Since we consider these payments in substance to be an element of the cost of the investment they are excluded from our adjusted profit measure. This change of accounting treatment has been reflected in the Group's Condensed Consolidated Financial Statements retrospectively and the impact on the Condensed Consolidated Income Statement for the 26 weeks ended 1 April 2012 and 52 weeks ended 30 September 2012 and Condensed Consolidated Statement of Financial Position as at 1 April 2012 and 30 September 2012 is as follows : Unaudited 26 Audited 52 weeks ending weeks ending 1 April 2012 30 September 2012 £m £mImpact on CondensedConsolidated IncomeStatementReduction in (0.4) (3.4)operating profitReduction in (0.4) (3.4)profit after tax p pReduction in earnings per sharefrom continuing operationsBasic (0.1) (0.9)Diluted (0.1) (0.9)Adjusted - - £m £mImpact on Condensed ConsolidatedStatement of Financial PositionReduction in (1.1) (17.5)goodwillIncrease in creditors 0.2 1.7due in less thanone yearDecrease in provisions - (14.9)due in more than oneyear1 BASIS OF PREPARATION (Continued)
Impact of new accounting standards
Standards not affecting the reported results or the financial position:
The Group has adopted an amendment to IAS 1, Presentation of items of Other
Comprehensive Income, and has grouped items of other comprehensive income into
those that may be reclassified to profit and loss in subsequent periods and
those items which will not be reclassified to profit and loss.
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 condensed consolidated financial
statements :
Forecasting
The Group prepares medium-term forecasts based on Board approved budgets and
three year outlooks. These are used to support judgements 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
assessment 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 assets are impaired or whether a
reversal of impairment of intangible assets should be recorded requires an
estimation of the value in use of the relevant cash-generating units. The value
in use calculation requires management to estimate the future cash flows
expected to arise from the cash generating unit and compare the net present
value of these cash flows using a suitable discount rate to determine if any
impairment has occurred. A key area of judgement is deciding the long-term
growth rate of the applicable businesses and the discount rate applied to those
cash flows. The carrying amount of goodwill and intangible assets as at 31
March 2013 was £1,063.3 million (1 April 2012 £1,033.1 million, 30 September
2012 £968.5 million) after an impairment loss on continuing operations of £4.6
million (26 weeks to 1 April 2012 £3.4 million, 52 weeks to 30 September 2012
£19.4 million) was recognised during the period (note 2).
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 in respect to tax, are often used. The Group recognises
intangible assets acquired as part of a business combination at fair values at
the date of the acquisition. The determination of these fair values is based
upon management's judgement 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.
Contingent consideration payable
Estimates are required in respect of the amount of contingent consideration
payable on acquisitions, which is determined according to formulae agreed at
the time of the business combination, and normally related to the future
earnings of the acquired business. The Directors review the amount of
contingent consideration likely to become payable at each period end date, the
major assumption being the level of future profits of the acquired business. As
at 31 March 2013 the Group had outstanding contingent consideration payable
amounting to £12.1 million (1 April 2012 £7.2 million, 30 September 2012 £24.2
million).
Contingent consideration payable is discounted to its fair value in accordance
with applicable International Financial Reporting Standards. For acquisitions
completed prior to 4 October 2009, the difference between the fair value of
these liabilities and the actual amounts payable is charged to the Condensed
Consolidated Income Statement as notional finance costs with remeasurement of
the liability being recorded against goodwill. For acquisitions completed in
the current period, movements in the fair value of these liabilities are
recorded in the Condensed Consolidated Income Statement in Financing.
Contingent consideration receivable
Estimates are required in respect of the amount of contingent consideration
receivable on disposals, which is determined according to formulae agreed at
the time of the disposal and is normally related to the future earnings of the
disposed business. The Directors review the amount of contingent consideration
likely to be receivable at each period end date, the major assumption being the
level of future profits of the disposed business. As at 31 March 2013 the Group
had outstanding contingent consideration receivable amounting to £1.0 million
(1 April 2012 £1.2 million, 30 September 2012 £1.2 million). Contingent consideration receivable is discounted to its fair value in accordance with applicable International Financial Reporting Standards. Adjusted profit The Group presents adjusted earnings by making adjustments for costs andprofits which management believe to be exceptional in nature by virtue of their
size or incidence or have a distortive effect on current year earnings. Such
items would include costs associated with business combinations, one-off gains
and losses on disposal of businesses, properties and similar items of a
non-recurring nature together with reorganisation costs and similar charges,
tax and by adding back impairment of goodwill and amortisation and impairment
of intangible assets arising on business combinations. See note 9 for a
reconciliation of profit before tax to adjusted profit.
Share-based payments
The Group makes share-based payments to certain employees. These payments are
measured at their estimated fair value at the date of grant, calculated using
an appropriate option pricing model. The fair value determined at the grant
date is expensed on a straight-line basis over the vesting period, based on the
estimate of the number of shares that will eventually vest. The key assumptions
used in calculating the fair value of the options are the discount rate, the
Group's share price volatility, dividend yield, risk free rate of return, and
expected option lives. Management regularly perform a true-up of the estimate
of the number of shares that are expected to vest, this is dependent on the
anticipated number of leavers.
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 and judgement more challenging. The resolution of issues is not
always within the control of the Group and is often dependent on the efficiency
of legal processes. 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. As described
above, 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 benefit obligations
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, expected rates of return on assets,
future salary increases, mortality rates and future pension increases. 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
Condensed Consolidated Income Statement and the amounts of actuarial gains and
losses recognised in the Condensed Consolidated Statement of Changes in Equity.
The carrying amount of the retirement benefit obligation as at 31 March 2013
was a deficit of £292.5 million (1 April 2012 £369.6 million, 30 September 2012
£324.4 million). Further details are given in note 20.
2 SEGMENT ANALYSIS
The Group's business activities are split into six operating divisions: RMS,
business information, events, Euromoney, national media and local 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 and impairment charges, other gains and losses, net finance
costs and taxation.
Details of the types of products and services from which each segment derives its
revenues are included within the business review on pages 7 to 14.
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 1.
Inter-segment sales are charged at prevailing market prices other than the sale
of newsprint and related services from the national media to the local media
division which is at cost to the Group plus a margin where relevant. The amount
of newsprint sold between segments during the period amounted to £4.3 million (2012 £10.9 million). Unaudited 26 External Inter- Total Segment Less Operatingweeks ending revenue segment revenue result operating profit31 March 2013 revenue profit of before joint exceptional ventures operating and costs, associates amortisation and impairment of goodwill and acquired intangible assets Note £m £m £m £m £m £mRMS 84.9 0.2 85.1 30.8 (0.2) 31.0Business 131.6 - 131.6 17.3 (1.9) 19.2informationEvents 56.7 - 56.7 20.0 - 20.0Euromoney 187.3 - 187.3 53.6 0.3 53.3National media 405.5 11.7 417.2 42.9 6.7 36.2Local media 48.9 - 48.9 10.6 3.4 7.2 914.9 11.9 926.8 175.2 8.3 166.9Corporate costs (20.7)Discontinued 19, (i) (48.9) (7.2)operations 866.0 Operating profit before exceptional operating 139.0costs, amortisation and impairment ofgoodwill and acquired intangible assetsExceptional operating costs, impairment of (21.5)internally generated and acquiredcomputer software, investment propertyand property, plant and equipmentImpairment of (4.6)goodwill andintangible assetsAmortisation of acquired (16.3)intangible assets arising onbusiness combinationsOperating profit before 96.6share of results of jointventures and associatesShare of result of 3 (1.2)joint ventures andassociatesTotal operating 95.4profitOther gains and 4 22.4lossesProfit before net 117.8finance costs andtaxInvestment 5 9.6revenueFinance costs 6 (30.5)Profit before tax 96.9Tax 7 (21.7)Profit from 19 42.1discontinuedoperationsProfit for the 117.3period(i) Revenue and Group profit before exceptional operating costs and amortisation and
impairment of goodwill and intangible assets relating to the discontinued operations
of local media have been deducted in order to reconcile to Group profit before tax
from continuing operations.
Included within corporate costs is a credit of £0.4 million which adjusts the
pensions charge recorded in each operating segment from a cash rate to the net
service cost in accordance with IAS 19, Employee Benefits.
An analysis of the amortisation and impairment of goodwill and intangible assets,
depreciation and impairment of investment property, property, plant and equipment,
exceptional operating costs, investment income and finance costs by segment is as
follows : Unaudited Amortisation Amortisation Impairment Exceptional Exceptional Depreciation Investment Finance26 weeks of of of operating depreciation of revenue costsending intangible intangible goodwill costs, of property31 March assets assets and impairment property , plant2013 not arising intangible of , plant and arising on assets investment and equipment on business property equipment business combinations and combinations impairment of property, plant and equipment Note £m £m £m £m £m £m £m £mRMS (0.6) - - - - (2.6) - -Business (4.0) (4.8) - (0.4) - (3.1) 0.4 (1.3)informationEvents - (2.1) - - - (0.2) 0.2 -Euromoney (0.2) (7.5) - (0.5) - (1.8) 0.1 (2.2)National (1.6) (1.9) (4.6) (11.2) (9.1) (11.2) - -mediaLocal media - - - 3.8 - - - - (6.4) (16.3) (4.6) (8.3) (9.1) (18.9) 0.7 (3.5)Corporate costs - - - (0.3) - (0.9) 8.9 (27.0)Total and (6.4) (16.3) (4.6) (8.6) (9.1) (19.8) 9.6 (30.5)continuingoperationsRelating to - - - (3.8) - - - -discontinuedoperations19Continuing (6.4) (16.3) (4.6) (12.4) (9.1) (19.8) 9.6 (30.5)operationsThe Group's exceptional operating costs in the business information segment of £0.4 million relate to contingent
consideration required to be treated as remuneration. In Euromoney, exceptional charges comprise acquisition costs of
£0.7 million offset by a credit of £0.2 million following the release of previously accrued restructuring costs. In the
national media segment reorganisation and restructuring charges of £8.5 million together with a charge amounting to
£2.7 million relating to contingent consideration required to be treated as remuneration. In the local media segment
the £3.8 million credit relates to a pension curtailment gain following the disposal of Northcliffe Media. The Group's
tax charge includes a related credit of £1.0 million in relation to these items.2 SEGMENT ANALYSIS - CONTINUEDUnaudited 26 External Inter- Total Segment Less Operatingweeks ending 1 revenue segment revenue result operating profitApril 2012 revenue profit/(loss) before of joint exceptional ventures operating and costs, associates amortisation and impairment of goodwill and acquired intangible assets Restated Restated Restated Restated (Note 1) (Note 1) (Note 1) (Note 1) Note £m £m £m £m £m £mRMS 81.4 0.2 81.6 29.7 - 29.7Business 115.9 - 115.9 17.2 (0.4) 17.6informationEvents 44.7 - 44.7 11.5 - 11.5Euromoney 189.4 - 189.4 52.0 0.4 51.6National 434.6 19.4 454.0 33.5 (0.5) 34.0mediaLocal 107.7 1.4 109.1 10.8 - 10.8mediaRadio - - - 3.7 3.7 - 973.7 21.0 994.7 158.4 3.2 155.2Corporate (22.1)costsDiscontinued 19, (i) (107.7) (10.8)operations 866.0Operating profit before 122.3exceptional operatingcosts, amortisation andimpairment ofgoodwill and acquiredintangible assetsExceptional (33.9)operating costs, impairmentof internally generated andacquired computersoftware, investment property andproperty, plant and equipmentImpairment of (3.4)goodwill andintangible assetsAmortisation of acquired (17.5)intangible assets arising onbusiness combinationsOperating profit before 67.5share of results of jointventures and associatesShare of 3 (0.5)result ofjoint venturesandassociatesTotal 67.0operatingprofitOther gains and 4 0.5lossesProfit 67.5before netfinance costsand taxInvestment 5 6.1revenueFinance 6 (36.9)costsProfit 36.7before taxTax 7 27.4Profit from 19 5.4discontinuedoperationsProfit for 69.5theperiod(i) Revenue and Group profit before exceptional operating costs and amortisation and
impairment of goodwill and intangible assets relating to the discontinued
operations of local media have been deducted in order to reconcile to Group
profit before tax from continuing operations.
Included within corporate costs is a charge of £1.0 million which adjusts the
pensions charge recorded in each operating segment from a cash rate to the net
service cost in accordance with IAS 19, Employee Benefits.
An analysis of the amortisation and impairment of goodwill and intangible
assets, depreciation and impairment of investment property, property, plant and
equipment, exceptional operating costs, investment income and finance costs by
segment is as follows :
Unaudited 26 Amortisation Amortisation Impairment Exceptional Exceptional Depreciation Investment Financeweeks ending 1 of of of operating depreciation of revenue costsApril 2012 intangible intangible goodwill costs, of property, assets assets and impairment property, plant not arising intangible of plant and arising on assets investment and equipment on business property equipment business combinations and combinations impairment of property, plant and equipment Restated (Note 1) Note £m £m £m £m £m £m £m £mRMS (0.7) - - - - (2.6) - -Business (4.4) (4.5) - (0.5) - (2.8) - -informationEvents - (2.7) - - - (0.3) 1.0 -Euromoney (0.2) (8.2) - (0.5) (0.1) (1.7) - (1.0)National (4.8) (2.1) (3.4) (18.8) (7.8) (11.1) - -mediaLocal - (0.2) - (4.8) (0.3) (0.9) 0.1 -mediaRadio - - - - - - - (0.8) (10.1) (17.7) (3.4) (24.6) (8.2) (19.4) 1.1 (1.8)Corporate - - - (6.2) - (2.9) 5.0 (35.1)costs (10.1) (17.7) (3.4) (30.8) (8.2) (22.3) 6.1 (36.9)Relating to - 0.2 - 4.8 0.3 0.9 - -discontinuedoperations19Continuing (10.1) (17.5) (3.4) (26.0) (7.9) (21.4) 6.1 (36.9)operationsThe Group's exceptional operating costs represent closure and reorganisation costs in the national and local media
segments amounting to £14.4 million and an impairment charge of £9.3 million on the closure of a print site. In
Euromoney, restructuring costs amount to £0.5 million following the reorganisation of certain group functions and
recently acquired businesses. Included in corporate costs is a charge of £6.8 million relating to consultancy services
offset by an impairment write back of £0.6 million relating to investment property. The Group's tax charge includes a
related credit of £1.2 million in relation to these items.
DMGT plc
For the 26 weeks ending 31 March 2013
NOTES
2 SEGMENT ANALYSIS - CONTINUEDAudited External Inter- Total Segment Less Operating52 weeks ending revenue segment revenue result operating profit30 September 2012 revenue profit/ before (loss) exceptional of joint operating ventures costs and , associates amortisation and impairment of goodwill and acquired intangible assets Restated (Note 1) Note £m £m £m £m £m £mRMS 163.2 0.3 163.5 55.9 (0.2) 56.1Business information 253.2 - 253.2 47.1 (0.8) 47.9Events 88.8 - 88.8 21.2 0.1 21.1Euromoney 394.1 0.1 394.2 112.5 0.6 111.9National media 847.5 33.4 880.9 81.3 3.8 77.5Local media 212.7 0.1 212.8 26.0 - 26.0Radio - - - 9.5 9.5 - 1,959.5 33.9 1,993.4 353.5 13.0 340.5Corporate costs (40.8)Discontinued 19, (i) (212.7) (26.0)operations 1,746.8Operating profit before 273.7exceptional operating costs, amortisation and impairmentof goodwill and acquiredintangible assetsExceptional operating costs, (76.5)impairment
of internally generated andacquiredcomputer software, investment propertyand property, plant and equipmentImpairment of goodwill (19.4)and intangible assetsAmortisation of acquired (34.2)intangible assetsarising on business combinationsOperating profit 143.6before share of results ofjoint ventures and associatesShare of result 3 (1.8)of joint venturesand associatesTotal operating 141.8profitOther gains 4 114.4and lossesProfit before net finance 256.2costs and taxInvestment revenue 5 10.8Finance costs 6 (64.1)Profit before tax 202.9Tax 7 18.8Profit from 19 54.8discontinuedoperationsProfit for the 276.5period(i) Revenue and Group profit before exceptional operating costs and amortisation and impairment of goodwill and
intangible assets relating to the discontinued operations of local media have been deducted in order to reconcile to
Group profit before tax from continuing operations.
Included within corporate costs is a credit of £1.3 million which adjusts the pensions charge recorded in each
operating segment from a cash rate to the net service cost in accordance with IAS 19, Employee Benefits.
An analysis of the amortisation and impairment of goodwill and intangible assets, depreciation and impairment of
investment property, property, plant and equipment, exceptional operating costs, investment income and finance costs
by segment is as follows :
Audited 52 weeks Amortisation Amortisation Impairment Exceptional Exceptional Depreciation Investment Financeending 30 September of intangible
of of good operating depreciation of property, revenue costs2012 assets not intangible asset will and costs,of property, plant and
arising on s arising on intangible impairment plant and equipment business business assets of equipment combinations combinations investment property and impairment of property, plant and equipment Restated (Note 1)Note £m £m £m £m £m £m £m £mRMS (1.2) - - - - (5.2) - -Business (8.2) (8.8) (16.0) (1.4) - (5.9) 0.1 (0.1)informationEvents - (5.5) - (0.9) - (0.5) 1.2 -Euromoney (0.3) (15.7) - (1.6) (0.1) (3.3) 0.2 1.0National media (10.7) (4.2) (3.4) (25.2) (38.4) (22.0) 0.1 -Local media - (0.3) - (9.9) (0.5) (1.8) - - (20.4) (34.5) (19.4) (39.0) (39.0) (38.7) 1.6 0.9Corporate costs - - - (8.9) - (5.7) 9.2 (65.0) (20.4) (34.5) (19.4) (47.9) (39.0) (44.4) 10.8 (64.1)Relating to - 0.3 - 9.9 0.5 1.8 - -discontinuedoperations19Continuing (20.4) (34.2) (19.4) (38.0) (38.5) (42.6) 10.8 (64.1)operations The Group's exceptional operating costs represent closure and reorganisation costs in the national and local mediasegments amounting to £25.6 million and an impairment charge of £6.5 million on the closure of a print site. InEuromoney, restructuring costs amount to £1.6 million following the reorganisation of certain group functions andrecently acquired businesses. Included in corporate costs is a charge of £8.2 million relating to consultancy servicesand an impairment charge of £0.7 million relating to investment property. The Group's tax charge includes a relatedcredit of £19.4 million in relation to these items.DMGT plc
For the 26 weeks ending 31 March 2013
NOTES
2 SEGMENT ANALYSIS - CONTINUED
The Group's revenue comprises sales excluding value added tax, less discounts and commission, where
applicable, and is analysed as follows:
Unaudited 26 weeks Total Discontinued Inter- Continuing ending 31 March 2013 operations segment operations Note 19 £m £m £m £m Sale of goods 372.6 - - 372.6 Rendering of 554.2 (48.9) (11.9) 493.4 services 926.8 (48.9) (11.9) 866.0 Unaudited 26 weeks Total Discontinued Inter- Continuing ending 1 April 2012 operations segment operations Restated Note 19 Restated (Note 1) (Note 1) £m £m £m £m Sale of goods 440.5 - - 440.5 Rendering of 554.2 (107.7) (21.0) 425.5 services 994.7 (107.7) (21.0) 866.0 Audited 52 Total Discontinued Inter- Continuing weeks ending operations segment operations 30 September 2012 Note 19 £m £m £m £m Sale of goods 786.0 - - 786.0 Rendering of 1,207.4 (212.7) (33.9) 960.8 services 1,993.4 (212.7) (33.9) 1,746.8The Group includes circulation and subscriptions
revenue within sales of goods, the remainder of the
Group's revenue, excluding investment revenue is
included within rendering of services. Investment
revenue is shown in note 5.
By geographic area
The majority of the Group's operations are located
in the United Kingdom, the rest of Europe, North
America and Australia.
The geographic analysis below is based on the
location of companies in these regions. Export
sales and related profits are included in the areas
from which those sales are made. Revenue in each
geographic market in which customers are located is
not disclosed as there is no material difference
between the two.
Revenue is analysed by geographic area as follows :
Unaudited Total Discontinued Continuing 26 weeks ending operations operations 31 March 2013 Note 19 £m £m £m UK 540.2 (48.9) 491.3 Rest of Europe 36.6 - 36.6 North America 267.8 - 267.8 Australia 5.3 - 5.3 Rest of the World 65.0 - 65.0 914.9 (48.9) 866.0 Unaudited Total Discontinued Continuing 26 weeks ending operations operations 1 April 2012 Restated Note 19 Restated (Note 1) (Note 1) £m £m £m UK 627.7 (107.7) 520.0 Rest of Europe 29.0 - 29.0 North America 263.5 - 263.5 Australia 4.8 - 4.8 Rest of the World 48.7 - 48.7 973.7 (107.7) 866.0 Audited 52 Total Discontinued Continuing weeks ending operations operations 30 September 2012 Note 19 £m £m £m UK 1,234.9 (212.7) 1,022.2 Rest of Europe 68.2 - 68.2 North America 556.4 - 556.4 Australia 13.5 - 13.5 Rest of the World 86.5 - 86.5 1,959.5 (212.7) 1,746.8 DMGT plcFor the 26 weeks ending 31 March 2013
NOTES
2 SEGMENT ANALYSIS - CONTINUED
The closing net book value of goodwill, intangible assets,
plant and equipment and investment property
is analysed by geographic area as follows :
Unaudited as at Closing net Closing net Closing net book Closing net book value TOTAL
31 March 2013 book value book value of value of property, of investment property
of goodwill intangible plant and assets equipment £m £m £m £m £m UK 225.9 54.9 187.5 10.7 479.0 Rest of Europe 16.2 35.9 1.1 - 53.2 North America 481.0 218.8 30.5 - 730.3 Australia 4.2 2.7 0.3 - 7.2 Rest of the World 19.2 4.5 2.0 - 25.7 746.5 316.8 221.4 10.7 1,295.4Unaudited as at Closing net book Closing net Closing net book Closing net book TOTAL
1 April 2012 value of goodwill book value of value of property, value of investment intangible plant and property assets equipment Restated (Note 1) £m £m £m £m £m UK 257.7 67.7 248.4 20.2 594.0 Rest of Europe 14.6 5.0 13.4 - 33.0 North America 462.1 199.3 30.1 - 691.5 Australia 1.6 0.8 0.3 - 2.7 Rest of the 18.5 5.8 2.0 - 26.3 World 754.5 278.6 294.2 20.2 1,347.5Audited as at Closing net Closing net Closing net book value Closing net book TOTAL
30 September 2012 book value of book value of of property, plant and
value goodwill intangible equipment of investment assets property Restated (Note 1) £m £m £m £m £m UK 210.9 57.8 207.1 6.8 482.6 Rest of Europe 16.6 26.7 1.1 - 44.4 North America 439.8 191.2 27.7 - 658.7 Australia 1.5 0.7 0.3 - 2.5 Rest of the 18.3 5.0 1.9 - 25.2 World 687.1 281.4 238.1 6.8 1,213.4The 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. The total impairment charge recognised for the period was £4.6 million which relates to internally
generated assets and computer software in the national media segment. There is a £1.0 million tax credit associated
with this impairment charge.
The total impairment charge recognised for the prior period was £3.4 million which relates to internally generated and
acquired computer software in the national media segment. There was a £0.9 million tax credit associated with this
impairment charge.
When testing for impairment, the recoverable amounts for all of the Group's cash-generating units (CGUs) are measured
at the higher of value in use and 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 management approved budgets and projections
which reflect management's current experience and future expectations of the markets in which the CGU operates. Risk
adjusted post tax discount rates used by the Group in its impairment tests range from 9.0 % to 10.0 % (2012 9.0 % to
10.0 %), the choice of rates depending on the market and maturity of the CGU. The Group's estimate of the weighted
average cost of capital is unchanged from the previous year. The projections consist of Board approved budgets for the
following year, three year plans and growth rates beyond this period. The long-term growth rates range between 0.0% and
3.0% (2012 0.0 % and 3.0 %) and vary with management's view of the CGU's market position, maturity of the relevant
market and do not exceed the long-term average growth rate for the market in which it operates.
DMGT plc
For the 26 weeks ending 31 March 2013
NOTES
3 SHARE OF RESULTS OF JOINT VENTURES AND ASSOCIATES
Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending 31 March 2013 1 April 2012 30 September 2012 Note £m £m £m Share of profits/(losses) from (i) 6.7 (0.8) 3.2operations of joint ventures
Share of profits from (ii) 1.6 0.3 0.3operations of associates
Share of profits/(losses) before 8.3 (0.5) 3.5exceptional operating costs,
amortisation, impairment of goodwill,
interest and tax
Share of exceptional operating - - (1.9)costs of joint ventures
Share of exceptional operating (0.1) - (0.5)costs of associates
Share of amortisation of (1.6) - (1.2)intangibles of joint ventures
Share of amortisation o (0.7) (0.1) (0.3)f intangibles of associates
Share of associates' interest (0.2) - (0.1)payable
Share of joint ventures' tax (0.9) - - Share of associates' tax (0.4) 0.1 - Impairment of carrying value (iii) (5.5) - -of joint ventures
Impairment of carrying value (0.1) - (1.3) of associates (1.2) (0.5) (1.8) Share of results from operations 4.2 (0.8) 0.1of joint ventures
Share of results from operations 0.2 0.3 (0.6) of associates Impairment of carrying value (5.5) - - of joint venture Impairment of carrying (0.1) - (1.3) value of associates (1.2) (0.5) (1.8)(i) Share of operating profits from joint ventures includes £7.6 million (2012 £nil) from the Group's interest in
Zoopla in the national media segment.(ii) Share of operating profits from associates includes £3.3 million (2012 £nil) from the Group's interest in Local
World in the local media segment.(iii) Represents a write down in the carrying value of The Sanborn Map Company in the business information segment.
4 OTHER GAINS AND LOSSES
Unaudited Unaudited Audited 26 weeks ending 26 weeks 52 weeks 31 March 2013 ending ending 1 April 2012 30 September 2012 Note £m £m £m Profit/(loss) on disposal of available-for-sale investments 0.1 (0.4) (0.6) Impairment of available-for-sale assets - - (0.3) Loss/(profit) on disposal of property, plant and equipment (0.7) - 2.0 Profit on disposal of businesses 18, (i) 23.0 0.8 113.3 Profit on disposal of joint ventures and associates - 0.1 - 22.4 0.5 114.4(i) Largely represented by the profit on sale of Central and Eastern European print and digital assets by the national
media segment of £16.5 million together with proceeds from previously unrecognised deferred consideration following
the sale of North American home shows amounting to £5.4 million in the events segment. In the prior period the
profit on disposal of businesses mainly comprises a £0.4 million profit on disposal of the motors businesses in the
national media segment, £0.3 million profit on sale of various exhibition businesses in the events segment and
various assets in the local media segment.5 INVESTMENT REVENUE Unaudited Unaudited Audited 52 26 weeks ending 26 weeks ending weeks ending 31 March 20131 April 2012 30 September 2012
£m £m £m Expected return on defined benefit 6.9 4.3 8.5pension scheme assets
less interest on defined benefit
pension scheme liabilities
Dividend income 1.7 0.7 0.8 Interest receivable from short-term deposits 1.0 1.1 1.5 9.6 6.1 10.8 DMGT plcFor the 26 weeks ending 31 March 2013
NOTES 6 FINANCE COSTS Unaudited Unaudited Audited 26 weeks ending 26 weeks ending 52 weeks ending 31 March 20131 April 2012 30 September 2012
Note £m £m £m Interest, arrangement and commitment fees payable (27.4) (30.6) (59.5)on bonds, bank loans and loan notes
Premium on bond redemption - (6.1) (6.1) Change in fair value of derivative hedge of bond 0.3 (0.6) 2.2 Change in fair value of hedged portion of bond (0.3) 0.6 (2.2) Profit on derivatives, or portions thereof, not 0.2 0.2 (0.4)designated for hedge accounting
Finance charge on discounting of contingent (i) (0.1) (0.1) (0.3)consideration
Fair value movement of contingent consideration (1.2) 0.2 0.2 Change in fair value of acquisition put options (2.0) (0.5) 2.0 (30.5) (36.9) (64.1)(i) The finance charge on the discounting of contingent consideration arises from the requirement under IFRS 3 (2008),
Business Combinations, to record contingent consideration at fair value using a discounted cash flow approach.
7 TAX Unaudited Unaudited Audited 26 weeks ending 26 weeks ending 52 weeks ending 31 March 2013 1 April 2012 30 September 2012 Restated (Note 1) Note £m £m £m The credit on the profit for the period consists of: Corporation tax at 23.5 % (4.6) (4.1) (4.3) (2012 25.0 %) Adjustments in respect of (1.8) 38.8 43.0 prior periods (6.4) 34.7 38.7 Overseas tax Corporation tax (8.1) (12.5) (31.9) Adjustments in respect of (0.4) (0.3) (12.4) prior periods (8.5) (12.8) (44.3) Total current tax (14.9) 21.9 (5.6) Deferred tax Origination and reversals (15.4) 1.3 (24.0) of temporary differences Adjustments in respect 1.0 0.9 39.1 of prior periods Total deferred tax (14.4) 2.2 15.1 Total tax (charge)/credit (29.3) 24.1 9.5 Tax charge relating to 19 7.6 3.3 9.3 discontinued operations (21.7) 27.4 18.8Adjusted tax on profits before amortisation and impairment of intangible assets, restructuring costs and non-recurring
items (adjusted tax charge) amounted to a charge of £25.2 million (2012 £17.2 million) and the resulting rate is 18.4 %
(2012 16.4 %). The differences between the tax credit and the adjusted tax charge are shown in the reconciliation below
: Unaudited Unaudited Audited 26 weeks 26 weeks ending 52 weeks ending ending 1 April 2012 30 September 2012 31 March 2013 Restated (Note 1) £m £m £m Total tax (charge)/credit on (29.3) 24.1 9.5 the profit for the period Share of tax in joint ventures - 2.5 - and associates Deferred tax on intangible (2.6) (0.8) (2.8) assets and goodwill Agreement of open issues - (38.6) (41.6) with tax authorities Tax on other exceptional items 6.7 (4.4) (4.1) Adjusted tax charge on the (25.2) (17.2) (39.0) profit for the periodIn calculating the adjusted tax rate, the Group excludes the potential future deferred tax effects of intangible assets
and goodwill (other than internally generated and acquired computer software) as it prefers to give the users of its
accounts a view of the tax charge based on the current status of such items.
DMGT plc
For the 26 weeks ending 31 March 2013
NOTES 8 DIVIDENDS PAID Unaudited Unaudited Unaudited Unaudited Audited 52 Audited 26 weeks 26 weeks 26 weeks 26 weeks weeks ending 52 ending ending ending ending 30 September weeks 31 March 31 March 1 April 2012 1 April 2012 2012 ending 2013 2013 30 September 2012 Pence per Pence Pence share £m per share £m per share £mAmounts recognisableas distributionsto equity holders inthe periodOrdinary shares 12.4 2.5 - - - -- final dividendfor the year ended30 September 2012`A' Ordinary 12.4 45.0 - - - -Non-Voting shares - finaldividend for the year ended 30September 2012Ordinary shares - final - - 11.7 2.5 11.7 2.5dividend for the year ended2 October 2011`A' Ordinary Non-Voting - - 11.7 42.3 11.7 42.3shares - final dividendfor the year ended 2October 2011 47.5 44.8 44.8Ordinary shares - interim - - - - 5.6 1.1dividend for theyear ended 30September 2012`A' Ordinary Non-Voting - - - - 5.6 20.3shares - interimdividend for the yearended 30 September 2012 - - 21.4 12.4 47.5 11.7 44.8 17.3 66.2The Board has declared an interim dividend of 5.9 p per Ordinary / `A' Ordinary Non-Voting share (2012 5.6 p) which
will absorb an estimated £22.0 million of shareholders' funds for which no liability has been recognised in these
financial statements. It will be paid on 5 July 2013 to shareholders on the register at the close of business on 7 June
2013.
9 ADJUSTED PROFIT AND EBITDA
Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending 31 March 1 April 30 2013 2012 September 2012 Restated Restated (Note 1) (Note 1) £m £m £m Profit before 96.9 36.7 202.9tax -continuingoperationsProfit before 11.0 8.7 21.1tax -discontinuedoperationsAdd back:Amortisation of 16.3 17.5 34.2intangible assets inGroup profit fromoperations arisingon business combinations- continuing operationsAmortisation of intangible - 0.2 0.3assets in Group profit fromoperations arising on businesscombinations- discontinued operationsAmortisation 2.3 0.1 1.5of intangible assets injoint ventures andassociates arising onbusiness combinations- continuing operationsAmortisation of - 1.8 3.2intangible assets injoint ventures and associatesarising onbusiness combinations - discontinued operationsImpairment of goodwill and 4.6 3.4 19.4intangible assets arisingon business combinations- continuing operationsExceptional operating 21.5 33.9 76.5costs, impairment of internallygenerated and acquiredcomputer software, investmentproperty and property, plant and equipment- continuing operationsExceptional operating (3.8) 5.1 10.4(gains)/costs, impairmentof internally generatedand acquired computer software, investment propertyand property, plant andequipment - discontinued operationsShare of exceptional operating - - 1.9costs of joint venturesShare of exceptional operating 0.1 - 0.5costs of associatesImpairment of carrying value 5.5 - -of joint venture net of fair valueadjustment on acquisitionImpairment of carrying value of associate 0.1 - 1.3e - continuing operationsImpairment of carrying value of associate - - 0.3- discontinued operationsOther gains and losses: (Profit)/loss (0.1) 0.4 0.6 on disposal of available -for-sale investments Loss/(profit) on 0.7 - (2.0) disposal of property, plant and equipment Profit on (23.0) (0.8) (113.3) disposal of businesses Impairment - - 0.3 of available -for-sale assets Profit on - (0.1) - disposal of joint ventures and associates Loss on disposal - 0.1 0.1 of businesses within discontinued operationsFinance costs: Change 2.0 0.5 (2.0) in fair value of acquisition put options Fair value 1.2 (0.2) (0.2) movement of contingent considerationTax: Share of tax in joint 1.3 (0.1) - ventures and associates - continuing operations Share of tax in joint - (2.4) (1.6) ventures and associates - discontinued operations Adjusted profit before tax 104.8 255.4and non-controlling interests 136.6Total tax credit on the (29.3) 24.1 9.5profit for the periodAdjust for: Share of tax in - 2.5 - joint ventures and associates Deferred tax on (2.6) (0.8) (2.8) intangible assets and goodwill Agreed open - (38.6) (41.6) issues with tax authorities Tax on other 6.7 (4.4) (4.1) exceptional items Non-controlling interests (13.1) (12.2) (27.3)Adjusted profit after taxation andnon-controlling interests 98.3 75.4 189.1The adjusted non-controlling interests' share of profits for the period of £13.1 million (2012 £12.2 million) is stated
after eliminating a credit of £2.9 million (2012 £3.0 million), being the non-controlling interests' share of adjusting
items.
EARNINGS BEFORE INTEREST, DEPRECIATION, AMORTISATION AND EXCEPTIONAL ITEMS (EBITDA)
The Group defines EBITDA as operating profit before exceptional operating costs, amortisation and impairment of
goodwill and intangible assets, depreciation and impairment of property, plant and equipment and investment property.
EBITDA is broadly used by analysts, rating agencies, investors and the Group's banks to assess the Group's performance.
A reconciliation of EBITDA from operating profit is shown below and the ratio of net debt to EBITDA is disclosed in
note 15 :
Unaudited Unaudited Audited
26 weeks ending 26 weeks ending 52 weeks
31 March 2013 1 April 2012 ending 30 September 2012 Restated Restated (Note 1) (Note 1) Note £m £m £mContinuing operationsOperating profit before exceptional 139.0 122.3 273.7operating costs, amortisation andimpairment of goodwill and acquiredintangible assetsNon exceptional depreciation 2 19.8 21.4 42.6chargeAmortisation of 2 6.4 10.1 20.4internally generated andacquired computer softwareOperating profits/(losses) from 3 8.3 (0.5) 3.5joint ventures and associatesDividend income 5 1.7 0.7 0.8Discontinued operationsOperating profit before exceptiona 19 7.2 10.8 26.0l operating costs, amortisation andimpairment of goodwill and acquiredintangible assetsNon exceptional 19 - 0.9 1.8depreciation chargeShare of profits from 19 - 3.7 9.5operations ofjoint venturesEBITDA 182.4 169.4 378.3 DMGT plcFor the 26 weeks ending 31 March 2013
NOTES
10 EARNINGS PER SHARE
Basic earnings per share of 28.2p (2012 15.8p) and diluted earnings per share of 27.4p (2012 15.8p) are calculated,
in accordance with IAS 33, Earnings per share, on Group profit for the financial period of £65.0 million (2012 £54.9
million) as adjusted for the effect of dilutive ordinary shares of £0.2 million (2012 £nil) and earnings from
discontinued operations of £42.1 million (2012 £5.4 million) and on the weighted average number of ordinary shares in
issue during the period, 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 25.8p (2012 19.6p) 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 £98.3 million (2012 £75.4 million), as set out in note 9 above, and on the basic
weighted average number of ordinary shares in issue during the period.
Unaudited Unaudited Audited 52 UnauditedUnaudited Audited
26 weeks 26 weeks ending weeks ending 26 weeks26 weeks 52 weeks ending
ending 1 April 30 September endingending 30 September
31 March 2012 2012 31 March 1 April 2012 2013 2013 2012 Restated Restated Restated Restated (Note 1) (Note 1) (Note 1) (Note 1) Diluted Diluted Diluted Basic Basic Basic earnings earnings earnings earnings earnings earnings £m £m £m £m £m £mEarnings from 65.0 54.9 199.0 65.0 54.9 199.0continuing operationsEffect of dilutive (0.2) - (0.6) - - -ordinary sharesEarnings from 42.1 5.4 54.8 42.1 5.4 54.8discontinued operations 106.9 60.3 253.2 107.1 60.3 253.8 Unaudited UnauditedAudited Unaudited Unaudited Audited
26 weeks 26 weeks52 weeks 26 weeks 26 weeks 52 weeks
ending ending ending ending ending ending 31 March 1 April 30 September 31 March 1 April 30 September 2013 2012 2012 2013 2012 2012 Restated Restated Restated Restated (Note 1) (Note 1) (Note 1) (Note 1) Diluted Diluted Diluted Basic Basic Basic pence pence pence pence pence pence per share per share per share per share per share per shareEarnings per share from 16.7 14.4 50.5 17.1 14.4 52.0continuing operationsEffect of dilutive ordinary (0.1) - (0.2) - - -shares
Earnings per share from 10.8 1.4 13.9 11.1 1.4 14.3discontinuedoperationsBasic earnings per share 27.4 15.8 64.2 28.2 15.8 66.3from continuing and discontinuedoperationsUnaudited 26 weeks Unaudited Audited 52
ending 26 weeks weeks ending 31 March 2013 ending 30 September 2012 1 April 2012 Restated Restated (Note 1) (Note 1) Basic Basic Basic pence pence pence per share per share per shareProfit before tax 25.5 9.7 53.0- continuing operationsProfit before tax 2.9 2.3 5.5- discontinued operationsAdd back:Amortisation of 4.4 4.6 8.9intangible assets in Groupprofit fromoperations arising onbusiness combinations- continuing operationsAmortisation of intangible - 0.1 0.1assets in Group profit fromoperations arising on businesscombinations - discontinuedoperationsAmortisation of intangible 0.6 - 0.4assets in joint venturesand associates arising onbusiness combinations- continuing operationsAmortisation of intangible - 0.5 0.8assets in joint venturesand associates arising onbusiness combinations- discontinued operationsImpairment of goodwill and 1.2 0.9 5.1intangible assetsarising on business combinations- continuing operationsExceptional operating costs, 5.8 8.7 20.0impairment of internally generatedand acquired computer software,investment property and property,plant and equipment - continuing operationsExceptional operating (gains)/costs (1.0) 1.3 2.7, impairment of internally generatedand acquired computer software, investmentproperty and property, plantand equipment - discontinued operationsShare of exceptional operating - - 0.5costs of joint venturesShare of exceptional operating - - 0.1costs of associatesImpairment of carrying 1.5 - -value of joint venture netof fair value adjustment onacquisitionImpairment of carrying - - 0.3value of associate- continuing operationsImpairment of carrying - - 0.1value of associate- discontinued operationsOther gains and losses: Loss on disposal of - 0.1 0.2 available-for-sale investments Loss/(profit) on disposal 0.2 - (0.5) of property, plant and equipment Profit on disposal of (6.0) (0.2) (29.6) businesses On change in control - - 0.1Finance costs: Change in fair value of 0.5 0.1 (0.5) acquisition put options Fair value movement of 0.3 (0.1) (0.1) contingent considerationTax: Share of tax in joint 0.3 - - ventures and associates - continuing operations Share of tax - (0.7) (0.4) in joint ventures and associates - discontinued operationsAdjusted profit before tax 36.2 27.3 66.7and non-controlling interestsTotal tax credit on (7.7) 6.3 2.5the profit for theperiodAdjust for: Share of tax - 0.7 - in joint ventures and associates Deferred tax on (1.0) (0.2) (0.7) intangible assets and goodwill Agreed open - (10.2) (10.9) issues with tax authorities Tax on other 1.8 (1.1) (1.1) exceptional itemsNon-controlling (3.5) (3.2) (7.1)interestsAdjusted profit after taxation andnon-controlling interests 25.8 19.6 49.4DMGT plc
For the 26 weeks ending 31 March 2013
NOTES
10 EARNINGS PER SHARE - CONTINUED
Unaudited Unaudited Audited 52 26 weeks 26 weeks weeks ending ending ending 30 September 2012 31 March 1 April 2013 2012 Restated Restated (Note 1) (Note 1) Diluted Diluted Diluted pence pence pence per share per share per shareProfit before tax - 24.8 9.6 51.5continuing operationsEffect of dilutive (0.1) - (0.2)ordinary sharesProfit before tax - 2.8 2.3 5.4discontinued operationsAdd back:Amortisation 4.2 4.5 8.7of intangible assets in Group profit fromoperations arising on businesscombinations - continuing operationsAmortisation of intangible - 0.1 0.1assets in Group profit fromoperations arising on businesscombinations - discontinued operationsAmortisation of intangible 0.6 - 0.4assets in joint ventures andassociates arising on businesscombinations - continuing operationsAmortisation of intangible - 0.5 0.8assets in joint ventures andassociates arising on businesscombinations - discontinued operationsImpairment of goodwill and 1.2 0.9 4.9intangible assets arising onbusiness combinations -continuing operationsExceptional operating costs, 5.5 8.8 19.5impairment of internally generatedand acquired computer software,investment property and property,plant and equipment - continuing operationsExceptional operating (gains)/costs (1.0) 1.3 2.6, impairment of internally generatedand acquired computer software, investment property and property,plant and equipment - discontinued operationsShare of exceptional operating - - 0.5costs of joint venturesShare of exceptional operating - - 0.1costs of associatesImpairment of carrying 1.4 - -value of joint venture netof fair value adjustmenton acquisitionImpairment of carrying - - 0.3value of associate- continuing operationsImpairment of - - 0.1carrying value of associate- discontinued operationsOther gains and losses: Loss on disposal of - 0.1 0.2 available-for-sale investments Loss/(profit) on 0.2 - (0.5) disposal of property, plant and equipment Profit on disposal (5.7) (0.2) (28.8) of businesses On change in control - - 0.1Finance costs: Change in fair 0.5 0.1 (0.5) value of acquisition put options Fair value movement of 0.3 (0.1) (0.1) contingent considerationTax: Share of tax in joint 0.3 - - ventures and associates - continuing operations Share of tax in joint - (0.7) (0.4) ventures and associates - discontinued operations Adjusted profit before tax and 35.0 27.2 64.7non-controlling interestsTotal tax credit on the profit (7.5) 6.3 2.4for the periodAdjust for: Share of tax in joint - 0.7 - ventures and associates Deferred tax on (0.7) (0.2) (0.7) intangible assets and goodwill Agreed open issues with tax - (10.1) (10.6) authorities Tax on other 1.7 (1.1) (1.0) exceptional itemsNon-controlling interests (3.4) (3.2) (6.9)Adjusted profit after 25.1taxation andnon-controlling interests 19.6 47.9 DMGTFor the 26 weeks ending 31 March 2013
NOTES
10 EARNINGS PER SHARE - CONTINUED
The weighted average number of ordinary shares in issue during the period for the purpose of
these calculations is as follows :
Unaudited Unaudited Audited 26 weeks ending 26 weeks ending 52 weeks ending 31 March 1 April 30 September 2013 2012 2012 Number m Number m Number m Number of Ordinary shares in issue 393.1 392.6392.7
Shares held in Treasury (12.5) (9.8)(9.9)
Basic earnings per share denominator 380.6 382.8382.8
Effect of dilutive share options 9.7 1.210.9
Dilutive earnings per share denominator 390.3 384.0393.7
11 ANALYSIS OF NET DEBT
The analysis of net debt below is calculated using period end exchange rates. The Group's bank facilities require net debt to be measured using average rates for the period, resulting in net debt for bank covenant purposes of £704.1 million (2012 £817.3 million). Unaudited Unaudited Audited 26 weeks 26 weeks ending 52 weeks ending ending 1 April 30 September 31 March 2012 2012 2013 £m £m £m Net debt at start of period (620.7) (687.0) (687.0)Cash flow (78.8) (99.0) 71.2Fair value hedging arrangements (0.3) 0.6 (2.1)Foreign exchange movements 1.7 (0.3) (1.6)Other non-cash movements (0.9) (0.6) (1.2)Net debt at period end (699.0) (786.3) (620.7) Analysed as:Cash and cash equivalents 62.4 55.6 107.3Unsecured bank overdrafts (0.1) (0.6) - Cash and cash equivalents in the Condensed 62.3 55.0 107.3Consolidated Cash Flow StatementDebt due within one year:Bonds (47.3) (47.3) (47.3)Bank loans - (29.9) -Loan notes (2.6) (3.2) (2.6)Debt due in more than one year:Bonds (679.3) (674.7) (678.1)Bank loans (32.1) (86.2) -Net debt at period end (699.0) (786.3) (620.7)Effect of derivatives on bank loans (25.3) (22.8) 7.7Net debt including derivatives - closing rate (724.3) (809.1) (613.0)Net debt including derivatives - average rate (704.1) (817.3) (623.4) The net cash outflow of £78.8 million (2012 £99.0 million) includes a cash outflow of £9.1 million (2012 £14.9 million) in respect of operating exceptional items.12 PROPERTY, PLANT AND EQUIPMENT
During the period the Group spent £15.6 million (2012 £29.3 million) on property, plant and equipment. The Group also disposed of certain of its property, plant and equipment with a carrying value of £1.6 million (2012 £0.8 million) for proceeds of £0.9 million (2012 £0.8 million).13 TOTAL ASSETS AND LIABILITIES OF BUSINESSES HELD-FOR-SALE
In November 2012 the Group announced it had reached an agreement to sell its local media segment to Local World, a newly formed media group that combined the Group's local media titles with those of Iliffe News and Media Limited. In addition, several of the Group's Central and Eastern European print and digital businesses were sold shortly after 30 September 2012. Accordingly the assets and liabilities of these businesses were disclosed separately on the face of the Condensed Consolidated Statement of Financial Position. 14 BORROWINGS Unaudited Unaudited Audited 26 weeks ending 26 weeks ending 52 weeks ending 31 March 1 April 30 September 2013 2012 2012 £m £m £m Current liabilities Bank overdrafts 0.1 0.6 - Bonds 47.3 47.3 47.3 Bank loans - 29.9 - Loan notes 2.6 3.2 2.6 50.0 81.0 49.9 Non-current liabilities Bonds 679.3 674.7 678.1 Bank loans 32.1 86.2 - 711.4 760.9 678.1During the prior period the Group bought back £110.0 million nominal of its 2013 bonds. The total consideration paid
was £121.8 million which included accrued interest of £5.7 million. The resulting premium on redemption was £6.1
million (note 6).
DMGT
For the 26 weeks ending 31 March 2013
NOTES15 BANK LOANS The Group's bank loans bear interest charged at LIBOR plus a margin based on the Group's ratio of net debt to EBITDA. Additionally each facility contains a covenant based on a minimum interest cover ratio. EBITDA for these purposes is defined as the aggregate of the Group's consolidated operating profit before 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 calculated in note 9 above. These covenants were met at the relevant test dates during the period. On a bank covenant basis, using average exchange rates to calculate net debt and EBITDA, the Group's net debt to EBITDA ratio as at 31 March 2013 was 1.80 times (1 April 2012 2.30 times, 30 September 2012 1.65 times). The Group's facilities and their maturity dates are as follows : Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending 31 March 1 April 30 September 2013 2012 2012 £m £m £m Expiring in one year or less - 30.0 - Expiring in more than one year but not more than two years - 60.0 -Expiring in more than three years but not more than four years 313.6
- 300.7
Expiring in more than four years but not more than five years - 303.1 - Total bank facilities 313.6 393.1 300.7 The following undrawn committed borrowing facilities were available to the Group in respect of which all conditions precedent had been met : Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending31 March 1 April 30 September
2013 2012 2012
£m £m £m Expiring in one year or less - 0.1 - Expiring in more than one year but not more than two years - 14.8 - Expiring in more than three years but not more than four years280.6 - 298.3
Expiring in more than four years but not more than five years - 209.3 - Total undrawn committed bank facilities280.6 224.2 298.3
16 SHARE CAPITAL AND RESERVES
Share capital as at 31 March 2013 amounted to £49.2 million (2012 £49.1 million). During the year the Company disposed of 4,684,729 `A' Ordinary Non-Voting shares, in order to satisfy incentive schemes. This represented 1.3% of the called up `A' Ordinary Non-Voting share capital at 31 March 2013. The Company also purchased 4,682,258 `A' Ordinary Non-Voting shares having a nominal value of £0.6 million to match obligations under incentive plans and 5,479,770 `A' Ordinary Non-Voting shares having a nominal value of £0.7 million as part of a £100.0 million share buy back programme. The consideration paid for these shares was £58.8 million. Shares repurchased during the period represented 1.3% of the called up `A' Ordinary Non-Voting share capital at 31 March 2013. At 31 March 2013 options were outstanding under the terms of the Company's 1997 and 2006 Executive Share Option Schemes, together with nil cost options, over a total of 4,314,493 (2012 4,929,968 2011 5,399,633) `A' Ordinary Non-Voting shares. The Company has entered into an agreement with its brokers to acquire DMGT plc `A' Ordinary Non-Voting shares during the Group's close period up to a maximum value of £20.0 million. This amount has been treated as a provision as at 31 March 2013 with a corresponding deduction in equity. As at 22 May 2013 the Company has bought £14.8 million DMGT plc `A' Ordinary Non-Voting shares since 31 March 2013. DMGT For the 26 weeks ending 31 March 2013 NOTES17 SUMMARY OF THE EFFECTS OF ACQUISITIONS
A summary of notable acquisitions completed during the period were as follows:
Name of acquisition Segment Business %Date of Consideration Intangible Goodwill
description voting acquisition paid fixed assets arising rights acquired acquired £m £m £m TTI Technologies, LLC Euromoney Private 87.2% December 2012 5.0 2.9 2.5 membership organisation for executives leading technology innovation in global businesses Insider Publishing Euromoney International 100.0%March 2013 20.7 9.4 13.5
Limited insurance and reinsurance Beat the GMAT, Business Forum for on 100.0% October 2012 1.6 0.6 1.2 LLC information line business school applicants Renaissance Business Environmental 100.0% November 2012 0.9 0.3 0.6 Environment information risk Limited management service provider Excido Pty Business Provider of an 100.0% February 2013 3.9 2.1 2.5 Limited information on line student (Edumate) learning and management system FirstSearch Business Provider of 100.0% December 2012 22.1 7.5 13.8 information environmental reportsProvisional fair value of net assets acquired with all acquisitions:
Book Provisional Provisional value fair value adjustments fair value £m £m £m Goodwill - 34.1 34.1 Intangible assets - 22.8 22.8 Trade and other receivables 1.5 - 1.5 Cash and cash equivalents 5.6 - 5.6 Trade and other payables (6.4) - (6.4) Corporation tax (0.4) - (0.4) Deferred tax - (2.7) (2.7) Net assets acquired 0.3 54.2 54.5 Cost of acquisitions: Non-cash Cash paid in Total current period £m £m £m Contingent consideration 7.1 - 7.1 Cash - 47.4 47.4 Total consideration at fair value 7.147.4 54.5
The amount of goodwill which is deductible for the
purposes of calculating the Group's tax charge
amounts to £nil.
If all acquisitions had been completed on the first
day of the financial period, Group revenues for the
period would have been £870.7 million and Group
profit attributable to equity holders of the parent
would have been £108.3 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 financial period.
Total profits attributable to equity holders of the
parent since the date of acquisition for companies
acquired during the period amounted to £0.3 million.
Goodwill arising on the 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.
DMGT
For the 26 weeks ending 31 March 2013
NOTES
17 SUMMARY OF THE EFFECTS OF ACQUISITIONS - CONTINUED
Purchase of additional shares in controlled entities
Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending 31 March 1 April 30 September 2013 2012 2012 £m £m £mCash consideration excluding acquisition expenses 15.8 14.7
14.8 During the period, the Group acquired additional shares in controlled entities amounting to £15.8 million (2012 £14.7million) of which £11.3 million related to 1.2 million shares in Euromoney Institutional Investor PLC (Euromoney). Inaddition, in the prior period the Group opted to receive a scrip dividend from Euromoney amounting to £10.1 millionacquiring a further 1.6 % of the issued ordinary share capital of Euromoney. Under the Group's accounting policy for theacquisition of shares in controlled entities, no adjustment has been recorded to the fair value of assets andliabilities already held on the Condensed Consolidated Statement of Financial Position. The difference between the costof the additional shares and the carrying value of the non-controlling interests share of net assets is adjusted inretained earnings. The adjustment to retained earnings in the period was a credit of £0.1 million (2012 £1.7 million).Reconciliation to purchase of subsidiaries as shown in the Condensed Consolidated Cash Flow Statement:
Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending 31 March 1 April 30 September 2013 2012 2012 £m £m £m Cash consideration excluding acquisition 47.416.1 47.7
expenses
Cash paid to settle contingent consideration 4.15.0 7.7
in respect of acquisitions
Cash and cash equivalents acquired with (5.6)(0.1) (6.6)
subsidiaries
45.9 21.0 48.818 SUMMARY OF THE EFFECTS OF DISPOSALS In November 2012 the Group announced it had reached agreement to sell its local media segment to Local World, a newly formed media group that combined the Group's local media titles with those of Iliffe News and Media Limited. The Group received consideration of £52.5 million and a 38.7% share in Local World together with a working capital adjustment of £16.4 million. The net assets disposed were as follows : Note £m Goodwill 6.0 Intangible assets3.5
Property, plant and equipment6.1
Trade and other receivables 24.1 Trade and other payables (7.7) Deferred tax (0.2) Net assets disposed 31.8 Profit on sale of businesses 19 38.7 70.5 Satisfied by : Cash received 52.5 Fair value of 38.7% investment in Local World27.5
Working capital adjustment16.4
Provision for directly attributable costs(20.8)
Directly attributable costs paid(5.1)
70.5
During the period the local media segment absorbed £8.0 million of the Group's net operating cash flows, paid £nil in
respect of investing activities and paid £nil in respect of financing activities.
A summary of other notable disposals completed during the period were as follows : Name of disposal Segment Date of Fair value of disposal consideration £m Central and Eastern European print National November 37.2 and digital businesses media2012
The impact of all disposals of
businesses on net assets was :
Note £m Goodwill 12.1 Intangible assets 3.8 Property, plant and equipment 17.6 Interests in joint ventures 1.1 Interests in associates 0.5 Inventories 0.8 Trade and other receivables 26.9 Cash at bank and in hand 1.2 Trade and other payables (11.8) Deferred tax (0.2) Net assets disposed 52.0Profit on disposal of discontinued
operations 19 38.7 Profit on disposal of businesses 4 23.0 113.7 Satisfied by: Cash received 96.0Fair value of 38.7% investment in
Local World 27.5 Working capital adjustment 16.4 Recycled cumulative translation differences 2.8 Provision for directly attributable costs (21.2) Directly attributable costs paid (7.8) 113.7There was no tax charge in respect of either of these disposals.
DMGT
For the 26 weeks ending 31 March 2013
NOTES
18 SUMMARY OF THE EFFECTS OF DISPOSALS - CONTINUED
Reconciliation to disposal of businesses as shown in the Condensed Consolidated Cash Flow Statement :
Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending 31 March 1 April 30 September 2013 2012 2012 £m £m £m Cash consideration net of disposal costs 88.2 2.0 45.9 Working capital adjustment 16.4 - - Cash received in the current year relating to - - businesses sold in the prior year 12.3 Cash and cash equivalents disposed with subsidiaries (1.2) (0.5) (0.6) 103.4 1.5 57.6The businesses disposed of during the year absorbed £9.0 million of the Group's net operating cash flows, had £nil
attributable to investing and £nil attributable to financing activities.19 DISCONTINUED OPERATIONS
In August 2012 the Group disposed of its 50.0% joint venture investment in DMG Radio Investments Pty Ltd for proceeds
of A$86.2 million (£56.1 million). This business was one of the Group's operating segments and represented the only
operation in the radio segment.
In November 2012 the Group announced that it had reached an agreement to sell its local media segment to Local World,
a newly formed media group that will combine the Group's local media titles with those of Iliffe News and Media
Limited. The Group received consideration of £52.5 million and a 38.7% share in Local World together with a working
capital adjustment of £16.4 million.
The Group's Condensed Consolidated Income Statement includes the following results from these discontinued operations :
Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending 31 March 1 April 30 September 2013 2012 2012 £m £m £mRevenue 48.9 107.7 212.7Expenses (41.7) (96.0) (184.9)Depreciation - (0.9) (1.8) Operating profit before exceptional 7.2 10.8 26.0operating costs and amortisationand impairment of goodwilland intangible assetsExceptional operating 3.8 (5.1) (10.4)income/(costs)Amortisation of - (0.2) (0.3)intangible assetsOperating profit before 11.0 5.5 15.3share of results ofjoint ventures and associatesShare of profits - 3.7 9.5from operationsof joint venturesShare of amortisation - (1.8) (3.2)of intangibles ofjoint venturesShare of joint ventures' - (1.0) (1.7)interest payableShare of joint - 2.4 1.6ventures' taxImpairment of carrying - - (0.3)value of associateTotal operating profit 11.0 8.8 21.2Other gains and losses - (0.1) (0.1)Profit before tax 11.0 8.7 21.1Tax charge (7.6) (3.3) (9.3)Profit after tax 3.4 5.4 11.8attributable todiscontinued operationsProfit on disposal 38.7 - 43.0of discontinuedoperationsProfit attributable 42.1 5.4 54.8to discontinuedoperationsCash flows associated with discontinued operations comprises operating cash flows of £8.0 million (2012 £11.7
million), investing cash flows of £nil (2012 £nil) and financing cash flows of £nil (2012 £nil).
20 RETIREMENT BENEFIT OBLIGATIONS
The Group operates a number of pension schemes under which contributions are paid by the employer and employees. The schemes include funded defined benefit pension arrangements, providing service-related benefits, in addition to a number of defined contribution pension arrangements. The defined benefit schemes in the UK, together with some defined contribution plans, are administered by trustees or trustee companies. The total net pension credit of the Group for the period ended 31 March 2013 was £0.4 million (2012 charge £7.1 million). The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation as at 31 March 2010. The assumptions used in the valuation are summarised below : Unaudited Unaudited Audited 26 weeks 26 weeks 52 weeks ending ending ending 31 March 1 April 2012 30 September 2012 2013 % pa % pa % pa Price inflation 3.2 3.1 2.4 Salary increases 3.0 3.0 2.4 Pension increases 3.0 3.02.4
Discount rate for scheme liabilities 4.5 4.84.4
Expected overall rate of return on assets N/A N/A
6.0
21 CONTINGENT LIABILITIES
There have been no material changes in contingent liabilities since 1 October 2012.
The Group has issued stand by letters of credit in favour of the Trustees of the Group's
defined benefit pension fund amounting to £nil (2012 £45.2 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 when incurred and provides for any settlement costs when such an outcome is
judged probable.
Four writs claiming damages for libel were issued in Malaysia against the company and three
of its employees in respect of an article published in one of the company's magazines,
International Commercial Litigation, in November 1995. The writs were served on Euromoney
Institutional Investor PLC (Euromoney) on 22 October 1996. Two of these writs have been
discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian
Ringgits 82.4 million (£17.5 million) (2012 Malaysian Ringgits 82.0 million (£16.8 million).
No provision has been made for these claims in these interim financial statements as the
Directors do not believe Euromoney has any material liability in respect of these writs.
DMGT
For the 26 weeks ending 31 March 2013
NOTES
22 ULTIMATE HOLDING COMPANY
The Company's ultimate holding company and immediate parent company is Rothermere
Continuation Limited, a company incorporated in Bermuda.
23 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.
The following transactions and arrangements are those which are considered to have had a
material effect on the financial performance and position of the Group for the period.
Ultimate Controlling Party
The Company's ultimate controlling party is the Viscount Rothermere, the Company's Chairman.
Transactions with Directors
Other than the purchase of 3.0% of the ordinary stock of Associated Newspapers North America
Inc. by the Company, for consideration of £0.1 million from the Company's ultimate
controlling party, there were no material transactions with Directors of the Company during
the period, except for those relating to remuneration.
For the purposes of IAS 24, Related Party Disclosures, Executives below the level of the
Company's Board are not regarded as related parties.
Transactions with joint ventures and associates
Daily Mail and General Holdings Limited (DMGH) has a 15.6% shareholding in The Press
Association. During the period the Group received a dividend of £1.6 million (2012 £nil) and
services amounting to £1.4 million (2012 £1.8 million). The net amount due from the Press
Association as at 31 March 2013 was £0.2 million (2012 £0.2 million).
DMGH has a 24.9% shareholding in the Evening Standard Limited. During the period, the Group
received revenue of £4.6 million (2012 £11.0 million) and incurred charges of £4.9 million
(2012 £4.8 million). The net amount due to the Group at 31 March 2013 was £1.2 million (2012
£3.8 million).
DMGH has a 38.7% shareholding in Local World Limited. During the period, the Group received
revenue of £5.0 million (2012 £nil) and incurred charges of £9.8 million (2012 £nil). The
net amount due to the Group as at 31 March 2013 was £1.9 million (2012 £nil). During the
period, the Group advanced £27.5 million (2012 £nil) to Local World Limited, which was fully
repaid as at 31 March 2013.
Northcliffe Media Holdings Limited has a 25.0% shareholding in Hold the Front Page.co.uk
Limited. The net amount due by the Group as at 31 March 2013 amounted to £0.1 million (2012
£nil).
Associated Newspapers Limited has a 33.0% shareholding in Fortune Green Limited. During the
period the Group received revenue for newsprint, computer and office services of £0.2
million (2012 £0.4 million). The amount due from Fortune Green Limited at 31 March 2013 was
£0.1 million (2012 £0.2 million).
Associated Newspapers Limited has a 12.5% shareholding in the Newspapers Licensing Agency
(NLA) from which royalty revenue of £1.7 million was received (2012 £1.6 million).
Commissions paid on this revenue total £0.7 million (2012 £0.4 million). The amount due to
the NLA on 31 March 2013 was £0.1 million (2012 £0.1 million). Interest bearing loans
totalling £0.4 million (2012 £0.4 million) are due to Associated Newspapers Limited as at 31
March 2013.
Associated Newspapers Limited has a 50.8% shareholding in Zoopla Property Group Ltd. During
the period, the Group received revenue of £0.2 million (2012 £nil) for listing services as
part of a revenue share agreement, with £nil (2012 £nil) remaining due to Zoopla Property
Group Limited as at 31 March 2013. Net services of £0.2 million (2012 £nil) was provided by
the Group for the period, with £nil (2012 £nil) due as at 31 March 2013.
During the period, Landmark Limited charged management fees of £0.2 million (2012 £0.2
million) to Point X Limited, a joint venture.As at 31 March 2013 Point XX Limited owed £0.1
million to Landmark Limited (2012 £0.1 million).
Transactions with joint ventures and associates
A&N Media Limited (A&N) has a 50.0 % shareholding in Teletext Holdings Ltd. During the
period, Teletext Holdings Limited received services totalling £nil (2012 £0.1 million) from
A&N, and the net amount due to A&N at 31 March 2013 was £0.1 million (2012 £0.1 million).
Proceeds of £6.0 million (2012 £6.0 million) on the sale of Teletext Holdings Limited is due
to A&N at the end of the period.
AN Mauritius Limited held a 26.0 % shareholding in Mail Today. During the period, additional
share capital of £0.3 million (2012 £1.7 million) was invested in Mail Today by AN Mauritius
Limited.
Associated Newspapers Limited has a 50.0 % shareholding in Artirix Limited (Artirix). At 31
March 2013 Artirix owed £0.8 million to various A&N Media companies (2012 £0.2 million).
During the period the Group received a dividend of £nil (2012 £0.4 million) from
Hasznaltauto kft, a joint venture.
Associated Newspapers Limited has a 50.0 % shareholding in Northprint Manchester Limited.
The net amount due to Associated Newspapers Limited of £5.8 million (2012 £5.8 million) has
been fully provided.
Associated Newspapers Limited has a 25.0 % shareholding in Extra Newspapers Limited to which
it provided funding of £nil (2012 £0.3 million) during the period. This amount is due to
Associated Newspapers Limited with repayments commencing June 2014.
The Group recharges its principal pension schemes with costs of investment management fees.
The total amount recharged during the period was £0.1 million (2012 £0.1 million).
Other related party disclosures
At 31 March 2013, the Group owed £1.0 million (2012 £1.6 million) to the pension schemes
which it operates. This amount comprised employees' and employer's contributions in respect
of March 2013 payrolls which were paid to the pension schemes in April 2013.
In July 2012, the Group entered into a new contingent asset partnership whereby a £150.0
million Loan Note guaranteed by certain companies in the Group has been used to commit £10.8
million of interest funding per annum to Harmsworth Pension Scheme. Interest payable to DMG
Pensions Partnership Limited Liability Partnership totalled £5.4 million (2012 £nil). As a
result of setting up the new partnership, letters of credit totalling £45.2 million were
released by the trustee of Harmsworth Pension Scheme during the period.24 POST BALANCE SHEET EVENTS
There were no material post balance sheet events.
Related Shares:
DMGT.L