25th Nov 2015 07:00
25 November 2015 |
Daily Mail and General Trust plc ('DMGT') |
Group unaudited preliminary results for the year ended 30 September 2015 |
DMGT delivers a resilient performance in line with expectations
Adjusted Results* (from continuing and discontinued operations) | Statutory Results^ | |||||
2015 | 2014
| Reported Change~ | Underlying# Change~ | 2015 | 2014
| |
Revenue | £1,845m | £1,864m | -1% | +1% | £1,843m | £1,811m |
Operating profit | £288m | £311m | -7% | -4% | £218m | £198m |
Profit before tax | £281m | £291m | -4% | £216m | £267m | |
Earnings per share | 59.7p | 55.7p | +7% | 60.1p | 70.6p | |
Dividend per share | 21.4p | 20.4p |
Preliminary Full Year Financial Highlights:
· DMGT underlying# revenue up 1%; reported revenue down 1%
· Underlying operating profit* down 4%; margin of 16%
· Adjusted profit before tax* of £281 million, down 4%
· Mixed performance from B2B; underlying revenue up 3% and underlying profit down 12%, with good profit growth from dmg information and dmg events more than offset by increased RMS(one) costs and challenging market conditions for Euromoney
· Strong profit performance from dmg media despite underlying revenue down 3%; underlying profit up 15%, margin up from 12% to 13%, driven by cost efficiencies
· Active portfolio management throughout the year, with acquisitions and disposals across B2B and consumer businesses. Disposal of Local World stake completed in November 2015
· £100 million share buy-back programme completed, £89 million in the financial year; new rolling share buy-back programme announced
· Net debt increased by £99 million to £702 million; net debt/EBITDA ratio of 1.8; within preferred range; £149 million bond buy-back completed
· Earnings per share* up 7% to 59.7p; full year dividend increased by 5% to 21.4p
Martin Morgan, Chief Executive, said:
"DMGT has delivered a resilient set of results with continued good growth in our earnings per share*. The Group has continued to deliver underlying revenue growth overall, driven by our B2B companies, and within dmg media there was a good improvement in profitability.
The strength and diversity of the Group's portfolio has enabled us to navigate challenging market conditions and take a long-term view by investing for future growth. Through our strong balance sheet, we have been able to invest in our market-leading businesses while increasing shareholder returns through both the dividend and buy-back programmes. Continuing investment to drive innovation, coupled with active portfolio management, ensures that DMGT is well placed to create long-term shareholder value. Significant organic investments are currently being made in MailOnline, RMS(one), Xceligent and across the wider dmg information portfolio.
The challenging market conditions in the UK print advertising market and those facing Euromoney in the investment banking and commodities sectors are likely to have an adverse impact on FY 2016 results, as will the disposal of DMGT's stake in Local World, which completed in November 2015. The Board remains confident, however, that the Group has a portfolio of innovative and exciting businesses and is well positioned to deliver good long-term growth."
For further information
For analyst and institutional enquiries: Stephen Daintith, Finance Director
|
+44 20 3615 2902 |
Adam Webster, Head of Management Information and Investor Relations
| +44 20 3615 2903 |
For media enquiries: Kim Fletcher/Charlie Potter, Brunswick Group |
+44 20 7404 5959 |
A presentation of the Preliminary Results will be given to investors and analysts at 9.30am on 25 November 2015, at the London Stock Exchange, 10 Paternoster Square, London, EC4M 7LS. There will also be a live webcast available at http://www.dmgt.com/webcastfy15.
Financial reporting calendar
The Group's next scheduled announcement of financial information is the first quarter trading update on 28 January 2016.
Following a review of the frequency of financial reporting, DMGT no longer plans to schedule pre-close trading updates in March.
About DMGT
DMGT manages a balanced multinational portfolio of entrepreneurial companies, with total revenues of almost £2bn, that provide a diverse range of businesses and consumers with compelling information, analysis, insight, news and entertainment.
Notes
* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 11. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase. Evenbase contributed operating profit of £1 million (2014: £15 million) from revenues of £3 million (2014: £53 million) and are included in the adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 23.
~ Percentages are calculated on actual numbers to one decimal place.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 24 and 25. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions. For dmg events, the comparisons are between events held in the year and the same events held the previous time other than the Global Petroleum Show, which became an annual event in June 2015, which is compared to the average of the revenues and profits of the biennial June 2013 Gas & Oil Expo and the biennial June 2014 Global Petroleum Show which it superseded. For Euromoney, acquisitions are completely excluded and comparisons for events are between events held in the year and the same events held the previous time. Euromoney's underlying profit excludes the benefit in FY2014 of the historic acceleration of its CAP incentive plan charge, excludes the charge in FY2014 in respect of the accrual for the CAP 2014 scheme and excludes the benefit in FY2015 of the subsequent release of that accrual. For dmg media, underlying comparisons exclude Villarenters, Metro Play and Evenbase, which were disposed of last year and this year, and exclude distribution services, which ceased last year. dmg media's underlying growth includes the year-on-year organic growth from acquisitions and underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.
^ These statutory highlights are for continuing operations only (excluding the discontinued operations, dmg media's digital recruitment business, Evenbase), other than earnings per share which is the total statutory figure.
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 |
Management Report | 5 - 38 |
Consolidated Income Statement | 39 |
Consolidated Statement of Comprehensive Income | 40 |
Consolidated Statement of Changes in Equity | 41 |
Consolidated Statement of Financial Position | 42 - 43 |
Consolidated Cash Flow Statement | 44 |
Notes to the Condensed Consolidated Financial Statements | 45 - 65 |
Management Report
This management report, on the unaudited preliminary results for the year ended 30 September 2015, focuses principally on the adjusted results to give a more comparable indication of the Group's business performance. All year-on-year comparisons are on a like-for-like basis. The reported results include discontinued operations, namely the Evenbase business.
An explanation of restructuring and impairment charges and other items included in the statutory results is set out after the divisional performance review and in the segmental note (Note 4). The adjusted results are summarised below:
Adjusted results* (from continuing and discontinued operations) | 2015 £m | 2014 £m | Reported Change~ |
Revenue | 1,845 | 1,864 | -1% |
Operating profit | 288 | 311 | -7% |
Income from joint ventures and associates | 33 | 31 | +4% |
Net finance costs | (40) | (51) | +21% |
Profit before tax | 281 | 291 | -4% |
Tax charge | (41) | (59) | +29% |
Minority interest | (24) | (25) | +6% |
Group profit | 216 | 207 | +4% |
Adjusted earnings per share | 59.7p | 55.7p | +7% |
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Notes
* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 11. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase. Evenbase contributed operating profit of £1 million (2014: £15 million) from revenues of £3 million (2014: £53 million) and are included in the adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 23.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 24 and 25. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions. For dmg events, the comparisons are between events held in the year and the same events held the previous time other than the Global Petroleum Show, which became an annual event in June 2015, which is compared to the average of the revenues and profits of the biennial June 2013 Gas & Oil Expo and the biennial June 2014 Global Petroleum Show which it superseded. For Euromoney, acquisitions are completely excluded and comparisons for events are between events held in the year and the same events held the previous time. Euromoney's underlying profit excludes the benefit in FY2014 of the historic acceleration of its CAP incentive plan charge, excludes the charge in FY2014 in respect of the accrual for the CAP 2014 scheme and excludes the benefit in FY2015 of the subsequent release of that accrual. For dmg media, underlying comparisons exclude Villarenters, Metro Play and Evenbase, which were disposed of last year and this year, and exclude distribution services, which ceased last year. dmg media's underlying growth includes the year-on-year organic growth from acquisitions and underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.
~ Percentages are calculated on actual numbers to one decimal place.
The average £: US$ exchange rate for the year was £1:$1.54 (2014 £1:$1.66). The rate at the year end was $1.51 (2014: $1.62).
All references to profit or margin in this management report are to adjusted profit or margin, except where reference is made to statutory profit.
Summary
Group performance: DMGT has delivered a resilient performance. Group revenue* for the year was £1,845 million, compared with £1,864 million for the prior year, representing an underlying# increase of 1%. Following the disposal of the digital recruitment business, Evenbase, during 2014 and the non-occurrence of the Gastech event this year, reported revenues declined by 1% including the benefit of the stronger US dollar relative to the pound. Good underlying growth was delivered in several revenue categories, particularly digital advertising, subscriptions, events and transactions, partly offset by the revenue decline in print advertising and circulation.
Performance for our B2B businesses and our consumer business, dmg media, on a reported and underlying basis is summarised below.
Revenue growth Year-on-year change | Reported | Underlying#
| ||||
H1 | H2 | Year | H1 | H2 | Year | |
Group revenue | -1% | -1% | -1% | +1% | +1% | +1% |
B2B | +3% | +6% | +4% | +4% | +3% | +3% |
RMS | +4% | +14% | +9% | -2% | +4% | +1% |
dmg information | +10% | +10% | +10% | +6% | +9% | +8% |
dmg events | -11% | +6% | -5% | +13% | +18% | +16% |
Euromoney | +1% | -2% | -1% | +1% | -5% | -2% |
dmg media | -6% | -10% | -8% | -2% | -3% | -3% |
Operating profit* declined by 7% to £288 million. The underlying decline was 4%, as a result of increased costs associated with RMS(one) and declining profits at Euromoney, partially offset by underlying profit growth from dmg information, dmg events and dmg media.
The Group's B2B companies' operating profits were down 12% on both a reported and underlying basis. The operating profits of dmg media were up 1% on a reported basis, following the disposal of Evenbase, and up 15% on an underlying basis. After head office costs allocated according to revenues, the B2B group of businesses generated 72% of this year's operating profit with 28% generated by consumer businesses, compared to 75% and 25% for the prior year. The shift reflects the increased RMS cost base, the decline in Euromoney's profits and the non-occurrence of Gastech. Well over half of the Group's operating profits were derived from outside the UK.
Adjusted profit before tax* declined by 4% to £281 million. This reflects the decline in operating profit described above, a slight increase in income from joint ventures and associates and a significant reduction in net finance costs due to lower levels of bond debt following the £149 million buy-back in October 2014. Adjusted Group profit after tax and minority interests* was up 4% to £216 million as a result of a lower tax charge and reduced profits attributable to minority interests. Adjusted earnings per share* rose by 7% to 59.7p, benefiting from share buy-back programmes. The full year dividend increased by 5% to 21.4p, in line with our target of delivering real dividend growth over the long-term.
The statutory profit before tax, excluding discontinued operations, for the year was £216 million after £58 million of amortisation and impairment charges in respect of goodwill and acquired intangible assets, £23 million of net exceptional charges and £82m of other gains and losses, notably gains on the disposal of Jobsite. Statutory profit after tax was £245 million, down from £283 million, reflecting the significant profits on disposals made in the prior year, and statutory earnings per share decreased from 70.6p to 60.1p.
Net debt: increased by £99 million to £702 million, following £89 million of share buy-back payments during the year and a £40 million premium on the early redemption of bonds in October 2014. At the year end, the Group's net debt comprised £420 million of bonds, £307 million of bank borrowings, £7 million of loan notes and derivatives and a cash balance of £32 million. The Group's ratio of net debt to EBITDA was 1.8 times at the year end, below the Group's preferred upper limit of around 2.0 times and significantly below the requirements of the Group's bank covenants.
Active portfolio management: has continued throughout the year with acquisitions totalling £123 million and disposals totalling £143 million. Consistent with the past few years, the majority of acquisitions and investments were made by dmg information.
dmg information's energy business, Genscape, acquired Locus Energy, Energy Fundamentals and a controlling stake in Petrotranz. Hobsons, dmg information's education business, acquired Starfish Retention Solutions. In dmg information's property information segment, SiteCompli acquired Empower, and minority investments were made in Liases Foras and Propstack in India and in Funcent in China. ETSOS, a UK-based provider of conveyancing searches which complements both Landmark and SearchFlow, was acquired in October 2015.
dmg events acquired Gulf Glass and GulfSol, Euromoney acquired a 15.5% stake in Dealogic and invested in Estimize and dmg media acquired Elite Daily.
Zoopla Property Group Plc, in which DMGT holds a c.31% stake, acquired uSwitch, the UK price comparison website and lead generation engine, for consideration of £160 million cash and a performance based earn-out of up to £30 million.
Disposals during the year included dmg information's Lewtan, Euromoney's Capital Data, as part of the Dealogic transaction, dmg events' digital marketing business and Jobsite, dmg media's digital recruitment business. In November 2015, DMGT sold its 39% stake in Local World to Trinity Mirror for £73 million.
Outlook
Group: we have entered the new financial year with our businesses performing in line with our expectations. Whilst certain of our B2B businesses are facing challenging market conditions, overall we still expect to deliver underlying revenue growth for the B2B sector as a whole. On the consumer side, revenue progress will be largely dependent on the print advertising environment, balanced against further growth in digital areas, although a continued focus on cost efficiencies should provide margin stability for dmg media.
RMS: will continue to deliver both enhanced and completely new models during the coming year. These will include the first 'high-definition models', which offer a far greater degree of granularity, on the RMS(one) platform. The business will continue to invest in RMS(one) and staged releases of the product are expected to take place during the year, with revenues building towards the end of the year and into FY 2017. Given the limited incremental revenues from RMS(one) during FY 2016, continued investment in the product and the impact of client consolidation, RMS is expected to deliver underlying revenue growth in the low-single digits and the margin is expected to remain stable in FY 2016.
dmg information: is expected to benefit from new product initiatives and strong customer demand, as well as good revenue performance from recent acquisitions in all its sectors. We expect underlying revenue growth to be in the region of 10%. The business continues to target sustained double-digit underlying revenue growth through investment in organic initiatives and continued bolt-on acquisitions. The impact of this investment, combined with the recent early stage, low-margin and loss-making acquisitions, is expected to result in an operating margin in the mid-teens in FY 2016.
dmg events: will benefit from the occurrence of the Gastech event but results are expected to be adversely impacted by the disposal of the digital marketing business and weak energy prices, with energy-related events accounting for approximately half of revenues. The growth rate for both underlying and reported revenues is expected to be in the mid-single digits in FY 2016 and the operating margin is expected to increase to around 25%.
Euromoney: experienced a deterioration in market conditions during the second half of FY 2015, with an underlying decline in revenues of 5%. Euromoney's activities in the investment banking and commodities sectors continue to face structural and cyclical headwinds, while the outlook for emerging markets remains weak. In contrast, the businesses serving the asset management industry have remained relatively robust. The revenue trends experienced in the second half of FY 2015 are continuing into the first half of FY 2016.
dmg media: is expected to deliver stable underlying revenues, in the -2% to +2% range, with digital advertising growth helping to offset circulation and print advertising declines. Reported results will benefit in FY 2016 from the inclusion of 53 weeks of trading, compared to 52 weeks in FY 2015. The operating margin is expected to remain broadly in line with the 13% achieved in FY 2015. dmg media's first quarter trading to date has been satisfactory, although we remain cautious about the medium term outlook given continuing external uncertainties, particularly for UK print advertising.
Joint ventures and associates: will be lower due to the disposal of DMGT's stake in Local World. Further progress is expected from both Zoopla and Dealogic. DMGT's share of pre-tax profits from joint ventures and associates is expected to be in the £15 million to £20 million range.
Net debt and capital allocation: the year end net debt:EBITDA ratio of 1.8 times is within our preferred upper limit of 2.0 times and the Board remains confident in the overall outlook for the Group and its operating cash flows. Net finance costs are expected to be around £40 million in FY 2016, broadly in line with FY 2015. We believe that the creation of shareholder value over the long term requires a balanced approach to investing in growth and returning capital to shareholders while maintaining a strong balance sheet. We continue to look for attractive acquisitions and actively manage our business portfolio while maintaining our dividend policy. In reviewing our capital allocation programme, the Board has decided to utilise part of its authority to make on-market purchases of A Ordinary Non-Voting Shares and commence a new rolling share buy-back programme.
Business Review
Business to Business (B2B)
| 2015 £m | 2014 £m | Reported Change~
| Underlying# Change~ |
Revenue | 1,115 | 1,069 | +4% | +3% |
Operating profit* | 206 | 234 | -12% | -12% |
Operating margin* | 19% | 22% |
These results are stated after allocating Group corporate costs on the basis of B2B's share of Group revenues.
Revenues from the B2B group totalled £1,115 million, up 3% on the prior year on an underlying basis. Operating profits, including allocated Group corporate costs, were £206 million and were down 12% on an underlying basis, reflecting increased investment in RMS(one). There was strong underlying operating profit growth at dmg information and dmg events, although a decline in operating profits at Euromoney. The overall B2B operating margin declined to 19%, reflecting the increased costs at RMS, the non-occurrence of the Gastech event in the year and a reduction in Euromoney's margin.
Risk Management Solutions (RMS)
| 2015 £m | 2014 £m | Reported Change~
| Underlying# Change~ |
Revenue | 187 | 172 | +9% | +1% |
Operating profit* | 27 | 45 | -42% | -46% |
Operating margin* | 14% | 26% |
These results are stated before the allocation of Group corporate costs.
RMS's revenues increased by 9% on a reported basis, including the benefit of the stronger US dollar. On an underlying basis, the increase was 1% for the year as a whole, with an improvement to 4% in the second half. The core modelling business experienced continuing demand for its subscription services, with overall renewal rates remaining above 95%. This robust performance was achieved despite challenging conditions in the reinsurance industry and the adverse impact of some consolidation within RMS's customer base.
As expected, there was a significant increase in costs related to RMS(one), the software as a service (SaaS) platform, and a reduction in the capitalisation of expenditure on developing the product. Operating profit therefore declined by 42% and by 46% on an underlying basis. The operating margin was 14%, in line with the guidance given in November 2014.
RMS continues to innovate in the catastrophe risk modelling market to strengthen its leading market position. Revenues benefited from the release of the upgraded core risk modelling software product, RiskLink15, in March 2015. The release delivered significant enhancements to the flagship North Atlantic Hurricane and European Windstorm models and, for the first time, was delivered through electronic download via RMS's data centres. RMS's pipeline of new and upgraded models and data is strong, reflecting a significant increase in model development resources over the past two years. The company's largest global modelling team to date is currently developing 44 new models and data products, representing a 25 per cent increase in its catalogue.
RMS(one) continued to be a major area of focus and investment during the year with the technical design and architecture of the platform now completed. During this time there has been strong continuing support for the platform from the company's Joint Development Partners as well as its wider customer base. RMS continues to work closely with its clients and a select group are currently being trained on and are testing the results of the first high-definition model, European Flood. RMS remains on track to release additional applications for exposure analytics and risk modelling, in stages, during 2016, with clients being able to begin migrating from RiskLink to RMS(one) by the end of 2016. Given the approach of staged releases to select clients, incremental revenues from RMS(one) are expected to develop gradually during FY 2016, with a greater impact on RMS revenues anticipated during FY 2017.
Outlook for RMS
Given the continued consolidation in the re-insurance industry and the limited impact that RMS(one) is expected to have on short-term revenues, underlying revenue growth is expected to be in the low-single digits in FY 2016. The business will continue to incur significant costs, as expected, in respect of RMS(one) although, given the staged releases, amortisation costs are not expected to commence until towards the end of FY 2016. RMS's overall operating profit margin in FY 2016 is expected to be similar to FY 2015.
dmg information
| 2015 £m | 2014 £m | Reported Change~
| Underlying# Change~ |
Revenue | 430 | 391 | +10% | +8% |
Operating profit* | 75 | 68 | +10% | +9% |
Operating margin* | 17% | 17% |
These results are stated before the allocation of Group corporate costs.
dmg information had another good year with overall underlying revenues up 8%. The energy information business, Genscape, delivered double-digit underlying revenue growth whilst the property information and education information businesses generated mid-single digit growth. Reported revenues, including the benefit of the stronger US dollar, were up 10%. Operating profit grew by 9% on an underlying basis and the operating margin of 17% was in line with last year.
Property information
| 2015 £m | 2014 £m | Reported Change~
| Underlying# Change~ |
Revenue | 280 | 250 | +12% | +6% |
Operating profit* | 57 | 51 | +12% | +7% |
Operating profits are stated after including the allocation of central dmg information costs but before the allocation of Group corporate costs. Property information includes Trepp, which was previously classified as a financial information business.
Our Property information portfolio, which now includes Trepp, grew underlying revenues by 6%. While there was good growth from the US businesses, there was more muted growth from the European businesses, Landmark and SearchFlow, which were adversely affected by the weaker residential market in the UK, where the volume of mortgage approvals was 3% lower than last year. Nevertheless, despite these difficult trading conditions, underlying revenues for the European businesses increased by 4%, benefiting from new product launches and initiatives to expand the business across the property value chain. ETSOS, a UK-based provider of conveyancing searches which complements both Landmark and SearchFlow, was acquired in October 2015.
The five US-based property information businesses collectively delivered underlying revenue growth of 9%, despite volumes in the US commercial property market remaining relatively unchanged. The earlier stage businesses, Xceligent, SiteCompli and BuildFax, grew particularly well during the year while EDR and Trepp both delivered single digit underlying revenue growth. Xceligent, which is one of a small number of providers of fully researched US commercial property and listing information, increased its investment as it continues to expand its coverage into more US cities. In July 2015, SiteCompli acquired Empower, which is also a New York based property compliance business, further increasing dmg information's ability to bring transparency to the real estate sector. In addition, minority investments were made in Liases Foras and Propstack in India, and in Funcent in China, as part of dmg information's international expansion strategy.
Revenue growth was supported by continued investment in new products and technological developments. Operating profit increased by 7% on an underlying basis and by 12% on a reported basis, despite increased investment in Xceligent and SiteCompli during the year.
Education and Energy information
| 2015 £m | 2014 £m | Reported Change~
| Underlying# Change~ |
Revenue | 150 | 141 | +7% | +11% |
Operating profit* | 18 | 17 | +4% | +16% |
Operating profits are stated after including the allocation of central dmg information costs but before the allocation of Group corporate costs. Results include Lewtan, which was disposed of in October 2014, but exclude Trepp, which is now classified as a property information business.
Revenue of £150 million was up 7% on a reported basis, including the adverse impact of the disposal of Lewtan, which occurred in October 2014. Underlying revenue growth was 11%, with Genscape continuing to perform particularly strongly. Operating profit increased by 16% on an underlying basis, reflecting Hobsons' continued margin improvement, and by 4% on a reported basis.
Hobsons' underlying revenues increased by 6%, with continued good growth from the K-12 school business. Higher education revenues were adversely impacted by the absence of revenues from The Common Application project which was completed in September 2014. This multi-year project enabled The Common Application to deliver, in-house, services that were previously outsourced to Hobsons. Adjusting for the discontinuation of services to The Common Application, Hobsons' underlying revenue growth would have been 14% and the underlying revenue growth rate for dmg information as a whole would have been 9%. Hobsons continues to improve its operating margin due to the benefits of new technology platforms, in particular Radius, operating on a lower cost base. In February 2015, Hobsons acquired Starfish Retention Solutions, a business which helps higher education clients provide personalised support for their students and to assess which services and interventions will keep students on track to graduating successfully.
Genscape continued its strong growth trajectory, providing real-time, fundamental production data and analysis in the power, oil, gas, agriculture, biofuels, water and marine shipping markets. Underlying revenues increased by 19% with particularly good growth from its oil, North American gas, solar and marine shipping products. Genscape continued its strategy of investing in the development of new products and in acquiring strategic bolt-on businesses, intended to act as catalysts for further organic growth. In September 2015, Genscape acquired Locus Energy, a leading US-based provider of solar photovoltaic (PV) performance monitoring and data analytics. Earlier in the year Genscape acquired Energy Fundamentals, the provider of analytical tools for the European power market, and a controlling stake in Petrotranz, which provides clients in the oil and natural gas industries with a platform to automate inefficient processes.
Outlook for dmg information
dmg information expects to benefit from new product initiatives and strong customer demand, as well as good revenue performance from recent acquisitions. We expect underlying revenue growth for FY 2016 to be in the region of 10%. The business continues to target sustained double-digit underlying revenue growth through investment in organic initiatives and continued bolt-on acquisitions. The impact of this investment, combined with the recent low-margin and loss-making acquisitions, is expected to result in an operating margin in the mid-teens in FY 2016.
dmg events
| 2015 £m | 2014 £m | Reported Change~
| Underlying# Change~ |
Revenue | 95 | 100 | -5% | +16% |
Operating profit* | 20 | 27 | -26% | +28% |
Operating margin* | 21% | 27% |
These results are stated before the allocation of Group corporate costs.
dmg events had another very good year with underlying revenues increasing by 16%. Reported revenues declined by 5% due to the absence of the Gastech event in FY 2015. The two large existing annual events, Big 5 Dubai and ADIPEC, both performed particularly strongly with good increases in revenues and attendance levels. The Global Petroleum Show, the other large event which took place in the year, successfully transitioned from a biennial to an annual frequency. dmg events also continued to expand through geo-cloning existing events into new territories, with the launch of Big 5 Construct Indonesia, and through spinning off sections from existing shows, such as Middle East Coverings from the INDEX interior design exhibition and Middle East Stone from Big 5 Dubai.
Underlying operating profit growth was 28%, although the operating margin was adversely affected by the absence of the Gastech event.
In September 2015, dmg events disposed of its digital marketing exhibitions, including the ad:tech shows, improving the growth profile and margin of the remaining business. Two relatively small events in the construction and energy sectors, Gulf Glass and GulfSol, were acquired in November 2014 and augment dmg events' existing portfolio of Middle East events.
Outlook for dmg events
Gastech, one of the business's largest events, occurs in FY 2016 and will benefit reported results. The disposal of the low margin digital marketing events will mainly have an adverse impact on revenues. In addition, the sustained low oil price has had a negative impact on sales bookings for energy-related events, which account for approximately half of the business's revenues. The underlying and reported revenue growth rates for dmg events as a whole are therefore expected to be in the mid-single digits. Three of the four large events of the year occurred in October and November 2015 and collectively delivered mid-single digit underlying revenue growth. The operating margin for dmg events is expected to increase to around 25%, despite the cost of launching new events and the ongoing investment in existing events to deliver sustainable long-term growth.
Euromoney Institutional Investor
| 2015 £m | 2014 £m | Reported Change~
| Underlying# Change~ |
Revenue | 403 | 407 | -1% | -2% |
Operating profit* | 107 | 117 | -9% | -15% |
Operating margin* | 26% | 29% |
These results are stated before the allocation of Group corporate costs.
Euromoney released its preliminary results on 19 November. Revenues declined by 2% on an underlying basis and by 1% on a reported basis, including the benefit of the stronger US dollar. Revenues declined by an underlying 5% during the second half of the year, following 1% underlying growth in the first half, due to the adverse impact on the events businesses of the downturn in commodity prices and weakness in emerging markets. Delegate and sponsorship revenues for the full year declined by an underlying 5% and 2% respectively. Subscriptions, which accounted for 52% of revenue in the year, grew by 2% on an underlying basis while advertising, which accounted for 12% of revenue, declined by an underlying 11%.
Operating profit declined 15% on an underlying basis and by 9% on a reported basis, including the benefit of acquisitions, the release of £3 million of previously accrued CAP incentive plan costs and the stronger US dollar. The operating margin of 26% was adversely impacted by increased property and technology investment costs, the disposal of Capital Data and the high marginal profit on declining advertising and delegate revenues.
In December 2014, Euromoney acquired a 15.5% equity stake in Dealogic Holdings plc and, as part of the transaction, disposed of its interests in Capital Data and Capital Net. Dealogic is included in Associates and is excluded from Euromoney's operating profit. Similarly, in September 2015, Euromoney acquired a 10% stake in Zanbato, the international private capital placements platform and workflow tools provider.
Outlook for Euromoney
Euromoney's activities in the investment banking and commodities sectors, which together account for more than two thirds of the company's revenues, continue to face significant structural and cyclical headwinds, while the outlook for emerging markets remains weak. In contrast, the businesses serving the asset management industry, which are predominantly subscription-driven, have remained relatively robust. These conditions are expected to continue for the foreseeable future and the revenue trends experienced in the second half of FY 2015 are continuing into the first half of FY 2016.
Andrew Rashbass, Euromoney's Chief Executive Officer, who was appointed to the Euromoney Board on 1 October 2015, is leading a review of Euromoney's strategy and its portfolio of businesses. Euromoney plans to provide an update on strategy in early 2016.
Consumer media
dmg media
| 2015 £m | 2014 £m | Reported Change~
| Underlying# Change~ |
Revenue*: | ||||
Daily Mail / The Mail on Sunday | 499 | 536 | -7% | |
MailOnline | 73 | 62 | +18% | |
Mail Businesses | 572 | 598 | -4% | |
Metro, 7 Days | 75 | 75 | +1% | |
Wowcher | 30 | 24 | +25% | |
Sub-total | 677 | 696 | -3% | -3% |
Evenbase | 3 | 53 | -95% | |
Other | 52 | 46 | +12% | |
Total Revenue | 731 | 796 | -8% | -3% |
Operating profit*: | ||||
Mail Businesses | 79 | 71 | +12% | |
Metro, 7 Days, Wowcher & Elite Daily |
16 |
14 |
+12% | |
Sub-total | 95 | 85 | +12% | +15% |
Evenbase | 1 | 15 | -92% | |
Other discontinued | - | (4) | ||
Total Operating profit | 96 | 95 | +1% | +15% |
Operating margin* | 13% | 12% |
These results are stated before the allocation of Group corporate costs. Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Summary
Revenues declined by an underlying 3% to £731 million. While there was good underlying growth from the digital businesses, this was exceeded by declining circulation and print advertising revenues from the Daily Mail and The Mail on Sunday. Reported revenues declined by 8%, primarily due to the disposal of dmg media's digital recruitment business, Evenbase, during 2014.
The underlying increase in digital advertising revenues across the dmg media portfolio of 21% largely offset the ongoing decline in print advertising revenues of 8%, with total combined underlying advertising revenues declining by 1%. Print advertising revenues declined by 12% during the second half of the year, a significant deterioration compared to the 5% decline in the first half. Circulation revenues declined by 4%, outperforming in a difficult market environment.
Operating profit for the year increased by 1% to £96 million. The underlying increase was 15%. The increased investment in MailOnline was more than offset by lower costs, notably distribution, marketing, newsprint and central support services at the Daily Mail and The Mail on Sunday. These factors contributed to the increase in operating margin from 12% to 13%.
Mail businesses
Revenues for the combined Mail newspapers and digital businesses (Daily Mail, The Mail on Sunday and MailOnline) declined by an underlying 5% to £572 million. An 11% decline in print advertising revenue and a 4% decline in circulation revenue were partly offset by the underlying 16% growth from MailOnline in the year. Circulation volumes continued to decline, although the strength of the Mail brand enabled a continued increase in the Daily Mail's and The Mail on Sunday's market shares to an average of 23.2% and 21.8% for the year respectively, compared to 22.4% and 21.3% in the prior year∞. The increased market share reflects the focus on the quality of editorial content as well as an encouraging response to readership loyalty initiatives implemented during the year, the most significant of which was MyMail. Revenues benefited marginally from the increase in the cover price of The Mail on Sunday in April 2015 from £1.50 to £1.60.
Total advertising revenues for the Mail businesses were £242 million, a decline of £10 million, 4% on the prior year. The increase of £11 million, 18% in MailOnline's advertising revenues was exceeded by the decline of £21 million, 11% in print advertising revenues.
MailOnline continues to grow strongly, with 208 million monthly global unique browsers and 13.4 million average daily global unique browsers in September 2015. During the year there was a 24% increase in the average number of monthly unique browsers, compared to the prior year, and a 23% increase in average daily unique browsers. MailOnline continues to focus on increasing the size and engagement level of its global audience and, in particular, its US audience alongside gaining traction with its US advertiser base. There were 67 million monthly unique browsers in the US and 3.6 million average daily unique US browsers in September 2015, with average growth during the whole year of 22% and 23% respectively, and MailOnline's US revenues grew by an underlying 38% to £18 million.
Despite the decline in the Mail businesses' revenue, the operating margin increased to 14%, compared to 12% in the prior year, reflecting further reductions in costs.
Other dmg media businesses
Revenue at Metro was £75 million, an increase of 1%, a particularly strong performance in the context of a weak UK print advertising market. Metro remains the UK's third largest daily newspaper, read every weekday by an average of 3.3 million people.
Wowcher, the daily deals and online discounts business, continued to deliver substantial growth, with revenues increasing 25% to £30 million. The business has developed a database of 8.3 million customers, 39% more than September 2014.
In January 2015, dmg media acquired Elite Daily, the news and entertainment website. The business is relatively small and is still in investment phase. The increased scale and breadth of the combined audience will strengthen MailOnline's offering to US advertisers.
Operating profits for Metro, Wowcher and Elite Daily combined increased by 12%, or 18% on an underlying basis, to £16 million, reflecting Wowcher's transition to profitability and improved profits from Metro.
The disposal of Jobsite, in October 2014, completed dmg media's exit from the digital recruitment market following the disposal of the other Evenbase businesses earlier that year.
Other reported revenues include low margin newsprint sales to other publishers which are excluded from underlying revenue growth.
Outlook for dmg media
For FY 2016, dmg media expects to deliver stable underlying revenues, in the -2% to +2% range, with digital advertising growth helping to offset circulation and print advertising declines. Due to the publishing cycle, dmg media's results include a whole number of weeks' performance in each year and the FY 2016 results will include a 53rd week up to Sunday 2 October 2016. The additional week will be excluded from underlying growth rates but will benefit reported results. The operating margin is expected to remain broadly in line with the 13% achieved in FY 2015, with cost efficiencies helping to protect profitability. Trading during the eight weeks since the year end has seen stable underlying advertising revenues, with digital growth offsetting the decline in print advertising, and circulation revenues declining by 5%.
Joint ventures and associates
Share of pre-tax operating profits*
| 2015 £m | 2014 £m | Reported Change~
|
Zoopla Property Group | 14 | 17 | |
Local World | 17 | 15 | |
Other joint ventures and associates | 2 | (2) | |
Total joint ventures and associates | 33 | 31 | +4% |
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
The Group's share of the operating profits* of its joint ventures and associates was £33 million, an increase of 4% compared to the prior year. The share of operating profits from Zoopla Property Group (ZPG) declined due to DMGT owning a reduced stake, which was c.31% in September 2015, compared to c.52% for most of the prior year ahead of the IPO of the business in June 2014. In June 2015, ZPG announced the completion of the acquisition of uSwitch, the UK price comparison website and lead generation engine, for consideration of £160 million cash and a performance based earn-out of up to £30 million. On 22 October 2015, ZPG released a post-close trading update and indicated that revenues and adjusted EBITDA for the 12 months to 30 September 2015 were expected to be around £107 million and £48 million respectively. The announcement of ZPG's Full Year results is scheduled for 2 December 2015.
The share of profits from Local World, in which DMGT owned a c.39% stake during the year, was £17 million compared to £15 million in the prior year, reflecting an improved profit margin. In November 2015, the stake in Local World was sold to Trinity Mirror plc for consideration of £73 million cash, net of transaction costs.
In December 2014, Euromoney acquired a 15.5% stake in Dealogic Holdings plc. Dealogic provides data and analytics, market intelligence and capital markets software solutions to investment banks to help them manage their workflows, assist with the deal origination and execution, and optimise productivity. The share of operating profits from Dealogic was partly offset by the share of losses from investments in early stage businesses, notably investments by dmg information, which continued to be acquisitive during the year.
Outlook for joint ventures and associates
The FY 2016 share of operating profits from joint ventures and associates will be adversely impacted by the disposal of Local World and, to a much lesser extent, by losses from early stage businesses. Results are, however, expected to benefit from ZPG's acquisition of uSwitch and Dealogic's growth. In the absence of any significant acquisitions and disposals, the share of operating profits from joint ventures and associates in FY 2016 is expected to be in the range of £15 million to £20 million.
Net finance costs
| 2015 £m | 2014 £m | Change~
|
Net interest payable and similar charges * | (40) | (51) | +21% |
Following the redemption of bonds in December 2013 and October 2014, net interest payable and similar charges declined by 21% to £40 million. There was negligible investment income in either the year or the prior year.
Following its disposal of MeteoGroup, the Press Association paid a dividend of £9 million in the prior year and £3 million in the current year but, given the reason for the dividends, they have been excluded from adjusted results.
The pension finance charge, which is excluded from adjusted results, was £7 million compared to £8 million in the prior year.
Exceptional finance costs also included a £40 million charge for the premium on the early redemption of bonds in October 2014 when DMGT redeemed £93 million of 10.0% Bonds, due 2021, and £56 million of 5.75% Bonds, due 2018. The prior year included a £24 million charge for the premium on the early redemption of bonds in December 2013.
Outlook for net finance costs
In the absence of further bond buy-backs, net finance costs in FY 2016 are expected to be around £40 million, broadly in line with FY 2015.
Other income statement items
· Exceptional items and amortisation
Exceptional operating costs, including the impairment of software and tangible assets, were £23 million, compared to £72 million in the prior year. The reduction was primarily due to the impairment of the RMS(one) asset in FY 2014. Exceptional costs included £20 million of reorganisation, redundancy and consultancy costs, a reduction on the £27 million in the prior year. Exceptional operating costs were primarily incurred at dmg media and included £9 million of severance costs and £6 million of office move costs, following the reduction in London-based employee headcount.
The charge for amortisation of intangible assets arising on business combinations, including the share from joint ventures and associates, increased by £4 million to £48 million. The Group also made an impairment charge against goodwill and acquired intangible assets of £20 million, notably in respect of Euromoney's Mining Indaba, HedgeFund Intelligence and CIE businesses.
The Group recorded other net gains on disposal of businesses and investments of £131 million, compared to a net gain of £179 million in the prior year. The gains primarily related to the disposal of dmg media's digital recruitment business, Jobsite, and the disposals of Capital Data and Capital Net as part of Euromoney's Dealogic transaction.
· Taxation
The adjusted tax charge of £41 million is stated after adjusting for the effect of exceptional items and was £18 million less than last year. The adjusted tax rate for the year decreased to 14.8% from 20.1% in FY 2014. The decrease reflects the smaller proportion of the Group's profits derived from US businesses and also the benefit of previously unrecognised historic losses. Due to the mix of profits, the effective tax rate is expected to increase over the next three years, towards 20%, as the proportion of US-generated profits increases.
The statutory tax charge for the year, excluding £5 million of tax charges in respect of joint ventures and associates, was £21 million, £20 million less than the adjusted tax charge. There were tax credits of £8 million in respect of the amortisation and impairment of intangible fixed assets and tax charges of £4 million on the disposal of businesses. There were also £15 million of tax credits on exceptional items, predominantly on the bond buy-back and other restructuring charges.
Pensions
The deficit on the Group's defined benefit pension schemes decreased from £212 million at the beginning of the year to £159 million at 30 September 2015 (calculated in accordance with IAS 19 (Revised)), with the increase in the value of assets exceeding the increase in the defined benefit obligation. Funding payments into the main schemes during the year were £48 million, including £18 million of contributions in respect of the share buy-back programme. The funding plan accruing to the main schemes that was agreed in February 2014 remains unchanged. It includes payments of approximately £34 million per annum to 2020, £28 million per annum to 2022 and then £23 million per annum to 2026. In addition a contribution equal to 20% of any share buy-backs is contributed to the schemes, albeit this is offset by up to £5 million of agreed funding contributions each year. Contributions will be discontinued should the schemes' actuary agree the schemes are no longer in deficit. The next formal actuarial valuation is scheduled for 31 March 2016. The defined benefit schemes are closed to new entrants.
Net debt and cash flow
Net debt at the end of the year was £702 million, an increase of £99 million during the year and a decrease of £52 million since the half year. The Group generated operating cash flows of £259 million, a 90% conversion rate of operating profits*, compared to 78% in the prior year, and benefited from the timing of the Gastech event in October 2015. Operating cash flows included exceptional operating items of £20 million and capital expenditure of £61 million, excluding £24 million of expenditure in respect of RMS(one).
Net proceeds from disposals and acquisitions were £20 million. Cash out-flows included £89 million on the share buy-back programme, dividends of £85 million, pension funding of £48 million, interest payments of £40 million, a £40 million premium on the early redemption of bonds in October 2014 and taxation of £22 million.
In October 2014, DMGT redeemed £93 million of the 10.0% Bonds, due 2021, and £56 million of the 5.75% Bonds, due 2018. At the year end, the Group's Bond debt was £420 million and comprised £212 million of the 5.75% Bonds, due 2018, £10 million of the 10.0% Bonds, due 2021, and £198 million of the 6.375% Bonds, due 2027. Bond debt constitutes less than half of the debt available to DMGT. At the year end, the bank facilities were £585 million, of which £278 million was unutilised, and surplus cash was £32 million.
The Group's ratio of year end net debt to adjusted profits before interest, depreciation and amortisation (EBITDA) was 1.8 times, below the Group's preferred upper limit of around 2.0 times, and well within the requirements of the Group's bank covenants. Throughout the year, the Group's corporate credit rating remained at investment grade BBB-.
The Directors consider 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 its accounts.
Capital allocation and share buy-back
The Board of DMGT remains confident in the overall outlook for the Group and believes that the creation of shareholder value over the long term requires a balanced approach to investing in growth and returning excess capital to shareholders, whilst maintaining a strong balance sheet. Balanced against continued organic investment, the Group continues to look for attractive acquisitions while maintaining a policy of growing dividends in real terms over the economic cycle. In FY 2015, we believe we have achieved an appropriate balance of these capital allocation priorities, including DMGT's September 2014 £100 million share buy-back programme which was completed on 10 September 2015. Over the course of the programme, the Group acquired 12.2 million A Ordinary Non-Voting Shares, at an average cost of £8.20 per share, including 10.8 million shares for £89 million during the year.
In reviewing DMGT's capital allocation programme and looking to the future, the Board has decided to continue to utilise part of its authority to make further on-market purchases of the A Ordinary Non-Voting shares as part of an ongoing rolling programme. The size, frequency and number of purchases will depend on the portfolio management of the Group, including anticipated acquisition and disposal activity, and maintaining the preferred gearing ratio.
Financing
During the year, the Group acquired 10.8 million A Ordinary Non-Voting Shares for £89 million under the September 2014 share buy-back programme. The Group acquired a further 4.7 million A Ordinary Non-Voting Shares for £38 million in order to meet obligations to provide shares under its incentive plans and utilised 4.2 million shares out of Treasury, valued at £34 million, to provide shares under various incentive plans. During the year, the Group cancelled 30.9 million A Ordinary Non-Voting Shares that were previously held in Treasury. As at the end of day on 24 November 2015, DMGT had 355.3 million shares in issue, including 19.9 million Ordinary Shares, and a further 7.7 million A Ordinary Non-Voting Shares held in Treasury and by the DMGT Employee Benefit Trust.
Dividend
The Board is recommending payment on DMGT's issued Ordinary Shares and A Ordinary Non-Voting Shares of a final dividend of 14.9 pence per share for the year ended 30 September 2015 (2014 14.2 pence). This will make a total for the year of 21.4 pence (2014 20.4 pence per share). The final dividend will be paid on 12 February 2016 to shareholders on the register at the close of business on 4 December 2015.
Reconciliation: Adjusted results including and excluding discontinued operations
FY 2015 | FY 2014 | ||||||
£ million | Adjusted results including discontinued operations |
Discontinued operations | Adjusted results excluding discontinued operations | Adjusted results including discontinued operations |
Discontinued operations | Adjusted results excluding discontinued operations | |
Revenues | |||||||
Continuing operations | 1,843 | - | 1,843 | 1,811 | - | 1,811 | |
Discontinued operations | 3 | 3 | - | 53 | 53 | - | |
Total Revenue | 1,845 | 3 | 1,843 | 1,864 | 53 | 1,811 | |
Operating Profit | |||||||
Continuing operations | 287 | - | 287 | 296 | - | 296 | |
Discontinued operations | 1 | 1 | - | 15 | 15 | - | |
Total Operating Profit | 288 | 1 | 287 | 311 | 15 | 296 | |
Operating margin % | 16% | 16% | 17% | 27% | 16% |
Notes: The discontinued operations refer to dmg media's digital recruitment business, Evenbase.
Underlying analysis - Revenues
FY 2015 | FY 2014 | ||||||||||||||||
£ millions | % | Underlying | M&A | Other | Reported | Underlying | M&A | Exchange | Other | Reported | |||||||
B2B | |||||||||||||||||
RMS | +1% | 187 | - | - | 187 | 184 | - | 12 | - | 172 | |||||||
dmg information | +8% | 442 | 12 | - | 430 | 411 | 10 | 10 | - | 391 | |||||||
dmg events | +16% | 79 | (16) | - | 95 | 68 | (15) | 3 | (20) | 100 | |||||||
Euromoney | -2% | 394 | (9) | - | 403 | 404 | (11) | 15 | (7) | 407 | |||||||
+3% | 1,102 | (13) | - | 1,115 | 1,067 | (17) | 41 | (27) | 1,069 | ||||||||
Consumer | |||||||||||||||||
dmg media | -3% | 686 | (1) | (43) | 731 | 705 | (54) | 1 | (38) | 796 | |||||||
DMGT Group | +1% | 1,788 | (14) | (43) | 1,845 | 1,771 | (71) | 42 | (65) | 1,864 | |||||||
Notes: M&A adjustments are for disposals (including dmg information's Lewtan, dmg events' digital marketing business, Euromoney's Capital Data and dmg media's Evenbase) and for acquisitions (including dmg information's Starfish Retention Solutions and SearchFlow, Euromoney's Mining Indaba and dmg media's Elite Daily). Acquisitions are excluded from Euromoney's underlying results whereas the underlying growth rates for dmg information, dmg events and dmg media include the year-on-year organic growth from acquired entities. 'Other' adjustments include the timing of events, the gross-up, equivalent to the cost of sales, on the low margin newsprint resale activities as well as discontinued low margin distribution activities.
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*
FY 2015 | FY 2014 |
| ||||||||||||||||||||||||||
£ millions | % | Underlying | M&A | Other | Reported | Underlying | M&A | Exchange | Other | Reported |
| |||||||||||||||||
| ||||||||||||||||||||||||||||
B2B |
| |||||||||||||||||||||||||||
RMS | -46% | 27 | - | - | 27 | 49 | - | 3 | - | 45 |
| |||||||||||||||||
dmg information | +9% | 73 | (2) | - | 75 | 66 | (4) | 3 | - | 68 |
| |||||||||||||||||
dmg events | +28% | 20 | - | 1 | 20 | 16 | (2) | - | (10) | 27 |
| |||||||||||||||||
Euromoney | -15% | 100 | (5) | (3) | 107 | 118 | (5) | 8 | (2) | 117 |
| |||||||||||||||||
-12% | 219 | (7) | (2) | 228 | 249 | (11) | 14 | (13) | 258 |
| ||||||||||||||||||
Consumer |
| |||||||||||||||||||||||||||
dmg media | +15% | 95 | (2) | - | 96 | 83 | (12) | (1) | - | 95 |
| |||||||||||||||||
| ||||||||||||||||||||||||||||
Corporate costs | +15% | (36) | - | - | (36) | (43) | - | - | - | (43) |
| |||||||||||||||||
Operating profit | -4% | 277 | (9) | (2) | 288 | 289 | (23) | 13 | (13) | 311 |
| |||||||||||||||||
| ||||||||||||||||||||||||||||
Notes: B2B and Consumer underlying figures are stated pre the allocation of Corporate costs. Including Corporate costs, the underlying growth rates for B2B and Consumer were -12% and +23% respectively. 'Other' includes adjustments for the timing of events and for Euromoney's CAP scheme. Underlying results exclude the benefit in FY2014 of the historic acceleration of CAP incentive plan charges, exclude the charge in FY2014 in respect of the accrual for the CAP 2014 scheme and exclude the benefit in FY2015 of the subsequent release of that accrual.
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 DMGT Risk Committee completed a robust and detailed assessment of the Group's Risk Management Processes and the Group Risk Register.
The Group's risks are categorised as either strategic or operational. Strategic risks are linked to the Group's strategic priorities and impact the whole Group. Operational risks are those arising from the execution of the business functions and typically impact on one or more of the operating businesses.
Strategic Risks
Description | Impact and likelihood
| Strategic priority | Mitigation | Change in outlook |
Market disruption Caused by: · Changes in consumer behaviours and client demands · Technological developments · Availability of free information · Emergence of competitors · Convergence of key markets or clients
Failure to respond to market disruption may affect the long-term viability of some principal businesses in the Group. | · The risk of market disruption is most significant in the newspaper and other publishing businesses. Accelerated decline in circulation and migration of advertising revenue away from print media is driven by changes in consumer behaviours and results in declining print revenue. · Technological developments can influence consumer behaviours and may increase competition or make some of the Group's products less relevant. · Market disruption creates opportunities as well as risks. This enables us to move into new markets and geographies, to grow the business. · The pace of change across all our markets has accelerated in recent years. DMGT's principal businesses are likely to face disruption to their markets every year, however a major market disruption that would impact the Group is only expected to occur every five to ten years. | Using technology to deliver growth
Fostering innovation to deliver organic growth | · The Group's diverse portfolio of businesses and products reduces the overall Group impact. · Our devolved structure means our businesses are close to their markets and can pre-empt and react to disruptions in their markets. · The Board regularly reviews the strategy against developments. · DMGT executive membership of operating business boards. · The Leadership Team monitors markets, the competitive landscape and technological developments. · Regular analysis of business performance through financial results, KPIs and milestones to highlight early indications of market disruption.
|
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This risk in our diversified Group has remained relatively stable during FY 2015. Disruption to the newspaper businesses continues at a stable pace. We have not identified any major disruptions to our other markets. |
Acquisitions and disposals · Failure to identify appropriate acquisition and investment targets to strengthen the Group portfolio. · Acquisitions and investments fail to yield expected benefits such as revenue growth or cost savings. · Failure to divest from non-core businesses at the right time.
| · Growth opportunities and potential synergies lost through failure to identify acquisition and investment targets. · Failed investments may lead to reduced return on capital and/or impairment losses. · Underperforming acquisitions and investments could result in a diversion of management time. · Optimal value may not be achieved from divestments. · The Group completes multiple small acquisitions every year, some may not perform as expected. Larger acquisitions are rarer. | Maintaining rigorous and active portfolio management
Driving international growth
| · Our investment preferences and criteria are clearly articulated and investments are approved by the Investment and Finance Committee. · Regular analysis of business performance through financial results, KPIs and milestones. · Investment and Finance Committee review post-acquisition performance. · Performance of detailed due diligence. · Retention of key management in the acquired businesses. · Implementation of DMGT Essentials post-acquisition. · Divestments overseen by the Board and the Strategy Development Director. |
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The risk is unchanged in FY 2015 as the rate and nature of acquisitions and investments is consistent to the prior year. |
Internal investment · Failure to successfully invest in products and services to meet client demands and drive organic growth. · Failure to successfully innovate and generate ideas for organic growth. · Internal investments do not yield expected benefits. In particular, the successful execution of MailOnline's growth strategy, Euromoney's online strategy and investment in Xceligent are key to the Group. · Uncertainty as a result of geographic expansion into new and emerging markets. | · Lack of innovation may compromise the competitiveness of our products and services. · Failed investments may lead to reduced return on capital and/or impairment losses. · Geographic expansion presents significant opportunities as well as risks. Risks may include unexpected costs or logistical and management challenges due to differing business cultures or local legal and regulatory requirements. · The Group is continually investing in our products and services and each year, some innovations will not deliver the anticipated growth, however close management of larger investments significantly reduces the risk of failure. | Fostering innovation to deliver organic growth
Using technology to deliver growth
Driving international growth
| · The autonomous culture of the Group encourages an entrepreneurial approach to the development of organic growth opportunities and new products. · Investments are approved by the Investment and Finance Committee. · Management of projects by the executive team and oversight from the centre. · Regular analysis of business performance through financial results, KPIs and milestones. · Senior management from across the Group attended and two day workshop focused on strategy, innovation and product development.
|
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The risk has increased over FY 2015 as a result of the continued investment in MailOnline and Xceligent's growth strategies. |
New product launches · Failure of a significant new product launch or development to achieve customer acceptance and yield expected benefits. · Our Group businesses are continually developing and launching new products and services, and enhancing existing offerings. The most significant development is RMS(one), which is on track to be released in stages from early FY 2016.
| · New product launches that do not achieve sales projections may negatively impact the results of the Group and could result in impairment losses. · The reputation of the business could be damaged by the launch of poor products. · The Group is continually developing existing products and launching new products. It is likely that some will not perform as expected, however major investments are rarer.
| Fostering innovation to deliver organic growth
| · Our devolved structure means our businesses are close to their markets and have a deep understanding of their customers' needs. · With RMS(one) in particular, the business has consulted with clients and presented the product during its development to optimise adoption. · Regular analysis of business performance through financial results, KPIs and milestones. · Board or specific oversight committee monitoring for significant product investments. · DMGT executive membership of operating business boards. · Series of product management workshops run by the HR Director for senior management across the Group completed in FY 2015 and scheduled for FY 2016.
|
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The risk has stabilised over FY 2015 due to work performed by RMS to develop RMS(one) prior to it being released in stages from early FY 2016. |
Securing and retaining talent · Failure to secure and retain the right people for senior and business critical roles. The skills of particular priority are: - leadership; - entrepreneurship; - technology and software development. · Failure to develop successors for senior and business critical roles.
| · Failure to secure and retain talented people for senior and business critical roles could impact the ability of businesses in the Group to maintain performance and deliver growth. · When key employees leave or retire, knowledge, experience or competitive advantage may be lost if succession plans are inadequate. · At any one time the Group has unfilled vacancies for key roles, however only a small number of roles are deemed to be business critical. A significant impact from loss of key talent would therefore rarely occur. | Attracting and developing entrepreneurial talent
Fostering innovation to deliver organic growth
| · Formal approach to talent management and succession management, coordinated centrally by DMGT. · Executive management involved in the recruitment of all leadership roles. · Investment in DMGT Leadership Development Programme and related programmes. · Payment of competitive rewards. · Alignment of employee incentives and Group Strategy. · Employee performance and turnover monitoring. · Succession and retention planning. · Employee communication. |
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This has remained stable over FY 2015. |
Operational risks
Description | Impact and likelihood
| Divisions most affected | Mitigation | Change in outlook |
Major change projects · Failure or significant delay in the delivery of a major change project. · Failure to effectively communicate significant delays in the delivery of major change projects to the market. · Businesses in the Group undertake change projects throughout the year. The most significant project is the development of RMS(one) now on track to be released in stages from early FY 2016.
| · Increased costs, impairment losses and delayed or lower revenues can result from the failure or delay to a major project. This risk has been emphasised through the delay of RMS(one). · Failure or significant delay in the delivery of a major change project, or the failure to effectively communicate to the market could damage the reputation of the business and impact on DMGT's share price.
| RMS | · Rigorous project planning procedures and ongoing project management. · Board or specific oversight committee monitoring for significant change projects, in particular, RMS(one). · DMGT executive membership of operating business boards. · Regular risk reporting to the Risk Committee for significant change projects. · Independent project assurance assessments for significant change projects. |
↓
The risk has declined over FY 2015 as RMS has focused on the re-architecture of RMS(one) software and a re-design of the platform to meet client requirements. |
Information security breach or cyber-attack · Loss of confidential, personal or payment card information. · Integrity of online products and data compromised. · Unavailability of online products. | · An information security breach would cause reputational damage with a resultant loss of revenue. · A breach of data protection legislation could result in financial penalties to the business affected and potentially the Group. · The investigation and management of the incident would the result in the diversion of management time. · The risk is relevant to all businesses in the Group, in particular Hobsons, MailOnline, RMS and Euromoney. · Attacks on Group websites and networks are frequent though rarely successful. | All | · Group information security policy and detailed security standards. Regular reviews against standards by Risk & Assurance. · Group policy on business continuity planning including IT system disaster recovery. · Oversight by the Risk Committee and CTO Council. · Oversight by operating business board at high risk businesses. · Information security is reviewed as part of every internal audit. |
↑
The risk has increased over FY 2015 as the inherent threat of an information security breach or cyber-attack continues to increase. This is partially offset by improving security controls. |
Reliance on key third parties Certain third parties are critical to the operations of DMGT businesses. Key third parties include: · Data centre and cloud software and service providers · IT development support, most significantly for RMS(one) · Newsprint, flexographic plate and ink suppliers · Newspaper distribution and wholesale · Data providers · Event venues
A failure of one of our critical third parties may cause disruption to business operations | · An operational or financial failure of a key supplier could affect the ability of DMGT businesses to deliver products, services or events with a direct impact on revenue and/or costs and management time. · The reputation of the business may be damaged by the poor performance or failure of some third parties, particularly outsourced service providers. · While there are a number of key third parties across the Group, a significant impact from the loss of a key third party would rarely occur. | RMS dmg media
| · Operational and financial due diligence is undertaken for key suppliers on an ongoing basis. · Close management of key supplier relationships including contracts, service levels and outputs. · Contingency arrangements in place for some key suppliers. · Dedicated newsprint-buying team. · CTO Council consider key IT third parties
|
→
This risk has remained relatively stable during FY 2015. |
Compliance with laws and regulations · The Group operates across multiple jurisdictions. Increasing regulation, especially in the areas of data privacy and security, increases the risk that the Group is not compliant with all applicable laws and regulations across all of the jurisdictions in which it operates. · A number of DMGT businesses provide valuable proprietary information. A change in regulations over the provisions of this information could impact the existing business models. · Particular areas of focus for DMGT businesses are: - Data protection, including the impending new EU - Market influencing products, particularly affecting Euromoney's Metal Bulletin and Genscape. - Libel legislation. - Entering regulated markets or sectors - Trade sanctions. | · The reputation of the business may be damaged by non-compliance. · Non-compliance could result in financial penalties to the business affected and potentially the Group. · Increasing regulation results in increasing costs of compliance. · The potential for certain trade sanctions to be lifted also presents opportunities for our businesses, in particular dmg events and the events, conferences and seminar businesses in Euromoney. · The availability of free information, driven by potential changes in legislation, could dilute the value of some offerings, particularly in some of the dmg information businesses. | All
| · Developments in the legal and regulatory landscape reviewed by the Risk Committee. · Implementation and monitoring of Group-wide policies to address new legislation and regulation where applicable. · Group-wide Governance, Risk and Compliance Network. |
→
The risk has remained relatively stable over FY 2015, primarily because the EU Data Privacy Regulation has yet to be finalised. |
Pension scheme deficit · The UK newspaper business and DMGT Head Office operates defined benefit pension schemes. · Deficits in the schemes are ultimately funded by the sponsoring company. · Pension Fund Trustees control the investment allocation.
| · Statutory earnings may be affected by funding requirements that result from pension deficits as a result of lower than expected investment returns or changes made to the risk profile of our investment portfolio. · Next triennial valuation will be undertaken in 2016 after which a new funding plan will be agreed between the Company and Trustee.
| DMGT dmg media | · The agreed funding plan gives certainty over the financial commitment until FY 2016. · Monitoring and management of pension risks performed by Pension Sub-Committee.
|
→
The risk has remained relatively stable during FY 2015. |
Changes in Principal Risks
The risks on economic downturn and US dollar weakening disclosed in FY 2014 continue to be tracked on the Group's risk register, but have not been disclosed this year as they are not considered principal risks to the Group in FY 2015.
Statement of Directors' responsibilities
The Directors are responsible for preparing the full year financial report, in accordance with applicable law and regulations.
The Directors confirm that to the best of their knowledge:
a) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
b) the management report includes a fair review of the information required by the Financial Services Authority's Disclosure and Transparency Rules 4.2.7R and 4.2.8R.
By order of the Board of Directors
The Viscount Rothermere
Chairman
24 November 2015
Notes
* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 11. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase. Evenbase contributed operating profit of £1 million (2014: £15 million) from revenues of £3 million (2014: £53 million) and are included in the adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 23.
~ Percentages are calculated on actual numbers to one decimal place.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 24 and 25. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions. For dmg events, the comparisons are between events held in the year and the same events held the previous time other than the Global Petroleum Show, which became an annual event in June 2015, which is compared to the average of the revenues and profits of the biennial June 2013 Gas & Oil Expo and the biennial June 2014 Global Petroleum Show which it superseded. For Euromoney, acquisitions are completely excluded and comparisons for events are between events held in the year and the same events held the previous time. Euromoney's underlying profit excludes the benefit in FY2014 of the historic acceleration of its CAP incentive plan charge, excludes the charge in FY2014 in respect of the accrual for the CAP 2014 scheme and excludes the benefit in FY2015 of the subsequent release of that accrual. For dmg media, underlying comparisons exclude Villarenters, Metro Play and Evenbase, which were disposed of last year and this year, and exclude distribution services, which ceased last year. dmg media's underlying growth includes the year-on-year organic growth from acquisitions and underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.
∞ Circulation market share figures are calculated using ABC's National Newspaper Reports for each month from October 2013 to September 2015 inclusive and exclude digital subscribers.
The average £: US$ exchange rate for the year was £1:$1.54 (2014 £1:$1.66). The rate at the year end was $1.51 (2014: $1.62).
All references to profit or margin in this management report are to adjusted profit or margin, except where reference is made to statutory profit.
For analyst and institutional enquiries: Stephen Daintith, Finance Director |
+44 20 3615 2902 |
Adam Webster, Head of Management Information and Investor Relations |
+44 20 3615 2903 |
For media enquiries: Kim Fletcher/Charlie Potter, Brunswick Group |
+44 20 7404 5959 |
A presentation of the Preliminary Results will be given to investors and analysts at 9.30am on 25 November 2015, at the London Stock Exchange, 10 Paternoster Square, London, EC4M 7LS. There will also be a live webcast available at http://www.dmgt.com/webcastfy15.
Financial Reporting Calendar 2016
The Group's next scheduled announcement of financial information is the first quarter trading update on 28 January 2016.
Following a review of the frequency of financial reporting, DMGT no longer plans to schedule pre-close trading updates in March.
This Preliminary Full Year Results Report ('Report') is prepared for and addressed only to the Company's shareholders as a whole and to no other person. The Company, its Directors, employees, agents and advisers accept and assume no liability to any person in respect of this Report save as would arise under English law. Statements contained in this Report are based on the knowledge and information available to the Group's Directors at the date it was prepared and therefore facts stated and views expressed may change after that date.
This document and any materials distributed in connection with it may include forward-looking statements, beliefs, opinions or statements concerning risks and uncertainties, including statements with respect to the Group's business, financial condition and results of operations. Those statements and statements which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Group's Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and which may cause results and developments to differ materially from those expressed or implied by those statements and forecasts. No representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this Report. The Group undertakes no obligation to release any update of, or revisions to, any forward-looking statements, opinions (which are subject to change without notice) or any other information or statement contained in this Report. Furthermore, past performance of the Group cannot be relied on as a guide to future performance.
No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per DMGT share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT share.
Nothing in this document is intended to constitute an invitation or inducement to engage in investment activity. This document does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, any securities nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto. This document does not constitute a recommendation regarding any securities.
DMGT plc | |||
Consolidated Income Statement | |||
for the year ended 30 September 2015 |
Unaudited | Audited | ||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||
Note | £m | £m | |
CONTINUING OPERATIONS | |||
Revenue | 4 | 1,842.7 | 1,811.2 |
Adjusted operating profit | 4 (i) | 287.0 | 296.2 |
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | 4 | (22.5) | (71.9) |
Amortisation and impairment of acquired intangible assets arising on business combinations, and impairment of goodwill | 4 | (57.7) | (40.3) |
Operating profit before share of results of joint ventures and associates | 4 | 206.8 | 184.0 |
Share of results of joint ventures and associates | 5 | 11.3 | 14.3 |
Total operating profit | 218.1 | 198.3 | |
Other gains and losses | 6 | 82.4 | 138.9 |
Profit before investment revenue, net finance costs and tax | 300.5 | 337.2 | |
Investment revenue | 7 | 4.0 | 10.1 |
Net finance costs | 8 | (88.4) | (80.3) |
Profit before tax | 216.1 | 267.0 | |
Tax | 9 | (20.8) | (18.3) |
Profit after tax from continuing operations | 195.3 | 248.7 | |
DISCONTINUED OPERATIONS | 23 | ||
Profit from discontinued operations | 50.0 | 34.3 | |
PROFIT FOR THE YEAR | 245.3 | 283.0 | |
Attributable to: | |||
Owners of the Company | 216.6 | 262.9 | |
Non-controlling interests* | 28.7 | 20.1 | |
Profit for the year | 245.3 | 283.0 | |
Earnings per share | 13 | ||
From continuing operations | |||
Basic | 46.2p | 61.4p | |
Diluted | 45.4p | 60.2p | |
From discontinued operations | |||
Basic | 13.9p | 9.2p | |
Diluted | 13.6p | 9.1p | |
From continuing and discontinued operations | |||
Basic | 60.1p | 70.6p | |
Diluted | 59.0p | 69.3p | |
Adjusted earnings per share | |||
Basic | 59.7p | 55.7p | |
Diluted | 58.7p | 54.6p |
*All attributable to continuing operations | |||
Adjusted operating profit is defined as total operating profit before share of results of joint ventures and associates, exceptional operating costs, impairment of goodwill and intangible assets, amortisation of acquired intangible assets arising on business combinations and impairment of property, plant and equipment and investment property. |
DMGT plc | ||
Consolidated Statement of Comprehensive Income | ||
for the year ended 30 September 2015 |
Unaudited | Audited | |
Year ended 30 September 2015 | Year ended 30 September 2014 | |
£m | £m | |
Profit for the year | 245.3 | 283.0 |
Items that will not be reclassified to Consolidated Income Statement | ||
Actuarial gain/(loss) on defined benefit pension schemes | 10.3 | (49.9) |
Tax relating to items that will not be reclassified to Consolidated Income Statement | (2.1) | 9.9 |
Total items that will not be reclassified to Consolidated Income Statement | 8.2 | (40.0) |
Items that may be reclassified subsequently to Consolidated Income Statement | ||
(Losses)/gains on hedges of net investments in foreign operations | (21.4) | 1.8 |
Cash flow hedges: | ||
Losses arising during the year | (5.0) | (1.6) |
Transfer of loss on cash flow hedges from translation reserve to Consolidated Income Statement | 1.3 | 1.2 |
Translation reserves recycled to Consolidated Income Statement on disposals | (2.1) | (1.9) |
Foreign exchange differences on translation of foreign operations | 27.5 | 12.4 |
Tax relating to items that may be reclassified to Consolidated Income Statement | 0.6 | - |
Total items that may be reclassified subsequently to Consolidated Income Statement | 0.9 | 11.9 |
Other comprehensive income/(expense) for the year | 9.1 | (28.1) |
Total comprehensive income for the year | 254.4 | 254.9 |
Attributable to: | ||
Owners of the Company | 221.4 | 237.8 |
Non-controlling interests | 33.0 | 17.1 |
254.4 | 254.9 |
DMGT plc | |||||||||
Consolidated Statement of Changes in Equity | |||||||||
for the year ended 30 September 2015 |
Called-up share capital | Share premium account | Capital redemption reserve | Own shares | Translation reserve | Retained earnings | Total | Non-controlling interests | Total equity | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 30 September 2013 audited | 49.2 | 16.3 | 1.1 | (116.6) | (37.0) | 310.1 | 223.1 | 113.6 | 336.7 |
Profit for the year | - | - | - | - | - | 262.9 | 262.9 | 20.1 | 283.0 |
Other comprehensive income/(expense) for the year | - | - | - | - | 14.3 | (39.4) | (25.1) | (3.0) | (28.1) |
Total comprehensive income for the year | - | - | - | - | 14.3 | 223.5 | 237.8 | 17.1 | 254.9 |
Issue of share capital | - | 1.5 | - | - | - | - | 1.5 | 0.8 | 2.3 |
Expenses incurred in relation to scheme of arrangement | - | - | - | - | - | 0.2 | 0.2 | - | 0.2 |
Dividends | - | - | - | - | - | (72.8) | (72.8) | (9.7) | (82.5) |
Own shares acquired in the year | - | - | - | (105.9) | - | - | (105.9) | (6.9) | (112.8) |
Closed period commitment to purchase treasury shares | - | - | - | (20.0) | - | - | (20.0) | - | (20.0) |
Own shares transferred on exercise of share options | - | - | - | 23.4 | - | - | 23.4 | - | 23.4 |
Exercise of acquisition put option commitments | - | - | - | - | - | 0.1 | 0.1 | (0.1) | - |
Other transactions with non-controlling interests | - | - | - | - | - | - | - | 0.2 | 0.2 |
Adjustment to equity following increased stake in controlled entity | - | - | - | - | - | 2.3 | 2.3 | (2.3) | - |
Adjustment to equity following decreased stake in controlled entity | - | - | - | - | - | (2.9) | (2.9) | 2.9 | - |
Credit to equity for share-based payments | - | - | - | - | - | 9.6 | 9.6 | 0.7 | 10.3 |
Settlement of exercised share options of subsidiaries | - | - | - | - | - | (5.7) | (5.7) | - | (5.7) |
Initial recording of put options granted to non-controlling interests in subsidiaries | - | - | - | - | - | (19.6) | (19.6) | - | (19.6) |
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | 0.9 | 0.9 |
Corporation tax on share-based payments | - | - | - | - | - | 1.8 | 1.8 | 0.9 | 2.7 |
Deferred tax on other items recognised in equity | - | - | - | - | - | (0.1) | (0.1) | (0.3) | (0.4) |
At 30 September 2014 audited | 49.2 | 17.8 | 1.1 | (219.1) | (22.7) | 446.5 | 272.8 | 117.8 | 390.6 |
Profit for the year | - | - | - | - | - | 216.6 | 216.6 | 28.7 | 245.3 |
Other comprehensive income/(expense) for the year | - | - | - | - | (3.2) | 8.0 | 4.8 | 4.3 | 9.1 |
Total comprehensive income/(expense) for the year | - | - | - | - | (3.2) | 224.6 | 221.4 | 33.0 | 254.4 |
Cancellation of 'A' ordinary shares | (3.8) | - | 3.8 | 217.2 | - | (217.2) | - | - | - |
Issue of share capital | - | - | - | - | - | - | - | 0.8 | 0.8 |
Dividends | - | - | - | - | - | (75.0) | (75.0) | (9.8) | (84.8) |
Own shares acquired in the year | - | - | - | (127.1) | - | - | (127.1) | - | (127.1) |
Movement in closed period commitment to purchase treasury shares | - | - | - | 20.0 | - | - | 20.0 | - | 20.0 |
Own shares transferred on exercise of share options | - | - | - | 32.7 | - | - | 32.7 | - | 32.7 |
Exercise of acquisition put option commitments | - | - | - | - | - | 0.7 | 0.7 | (0.7) | - |
Other transactions with non-controlling interests | - | - | - | - | - | - | - | (0.6) | (0.6) |
Adjustment to equity following increased stake in controlled entity | - | - | - | - | - | (5.9) | (5.9) | 5.9 | - |
Adjustment to equity following decreased stake in controlled entity | - | - | - | - | - | (0.2) | (0.2) | 0.2 | - |
Credit to equity for share-based payments | - | - | - | - | - | 17.9 | 17.9 | (0.6) | 17.3 |
Settlement of exercised share options of subsidiaries | - | - | - | - | - | (33.5) | (33.5) | - | (33.5) |
Initial recording of put options granted to non-controlling interests in subsidiaries | - | - | - | - | - | (20.5) | (20.5) | - | (20.5) |
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | 9.1 | 9.1 |
Deferred tax on other items recognised in equity | - | - | - | - | - | 1.6 | 1.6 | (0.2) | 1.4 |
At 30 September 2015 unaudited | 45.4 | 17.8 | 4.9 | (76.3) | (25.9) | 339.0 | 304.9 | 154.9 | 459.8 |
DMGT plc | ||||
Consolidated Statement of Financial Position | ||||
At 30 September 2015 |
Unaudited | Audited | |||
At 30 September 2015 | At 30 September 2014 | |||
Note | £m | £m | ||
ASSETS | ||||
Non-current assets | ||||
Goodwill | 14 | 908.7 | 764.6 | |
Other intangible assets | 14 | 423.9 | 360.7 | |
Property, plant and equipment | 15 | 181.1 | 197.7 | |
Investment property | 16 | - | 4.3 | |
Investments in joint ventures | 1.3 | 0.5 | ||
Investments in associates | 141.9 | 138.6 | ||
Available-for-sale investments | 20 | 13.8 | 6.8 | |
Trade and other receivables | 15.2 | 6.8 | ||
Derivative financial assets | 20 | 19.7 | 20.0 | |
Retirement benefit assets | 26 | 27.7 | 6.4 | |
Deferred tax assets | 168.1 | 180.4 | ||
1,901.4 | 1,686.8 | |||
Current assets | ||||
Inventories | 31.4 | 23.9 | ||
Trade and other receivables | 322.2 | 276.6 | ||
Current tax receivable | 7.4 | 9.4 | ||
Derivative financial assets | 20 | 1.3 | 2.9 | |
Cash and cash equivalents | 18 | 31.6 | 28.5 | |
Total assets of businesses held-for-sale | 24 | 28.7 | 75.5 | |
422.6 | 416.8 | |||
Total assets | 2,324.0 | 2,103.6 | ||
LIABILITIES | ||||
Current liabilities | ||||
Trade and other payables | (699.3) | (647.1) | ||
Current tax payable | (18.9) | (12.4) | ||
Acquisition put option commitments | - | (2.1) | ||
Borrowings | 18 | (3.4) | (156.3) | |
Derivative financial liabilities | 20 | (5.3) | (4.1) | |
Provisions | (53.2) | (82.5) | ||
Total liabilities of businesses held-for-sale | 24 | (5.7) | (23.4) | |
(785.8) | (927.9) | |||
Non-current liabilities | ||||
Trade and other payables | (4.2) | (1.9) | ||
Acquisition put option commitments | (51.2) | (32.2) | ||
Borrowings | 18 | (727.1) | (475.7) | |
Derivative financial liabilities | 20 | (23.8) | (13.9) | |
Retirement benefit obligations | 26 | (187.0) | (218.2) | |
Provisions | (61.0) | (22.0) | ||
Deferred tax liabilities | (24.1) | (21.2) | ||
(1,078.4) | (785.1) | |||
Total liabilities | (1,864.2) | (1,713.0) | ||
Net assets | 459.8 | 390.6 |
DMGT plc | ||||
Consolidated Statement of Financial Position (continued) | ||||
At 30 September 2015 |
Unaudited | Audited | |||
At 30 September 2015 | At 30 September 2014 | |||
Note | £m | £m | ||
SHAREHOLDERS' EQUITY | ||||
Called-up share capital | 25 | 45.4 | 49.2 | |
Share premium account | 17.8 | 17.8 | ||
Share capital | 63.2 | 67.0 | ||
Capital redemption reserve | 4.9 | 1.1 | ||
Revaluation reserve | - | - | ||
Own shares | (76.3) | (219.1) | ||
Translation reserve | (25.9) | (22.7) | ||
Retained earnings | 339.0 | 446.5 | ||
Equity attributable to owners of the Company | 304.9 | 272.8 | ||
Non-controlling interests | 154.9 | 117.8 | ||
459.8 | 390.6 | |||
Approved by the Board on 24 November 2015. |
DMGT plc | |||
Consolidated Cash Flow Statement | |||
for the year ended 30 September 2015 |
Unaudited | Audited | ||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||
Note | £m | £m | |
Cash generated by operations | 12 | 281.3 | 242.5 |
Taxation paid | (25.0) | (27.3) | |
Taxation received | 3.4 | 3.2 | |
Net cash from operating activities | 259.7 | 218.4 | |
Investing activities | |||
Interest received | 1.0 | 2.3 | |
Dividends received from joint ventures and associates | 26.6 | 25.2 | |
Dividends received from available-for-sale investments | 7 | 3.1 | 9.4 |
Purchase of property, plant and equipment | 15 | (28.7) | (29.4) |
Expenditure on internally generated intangible fixed assets | 14 | (53.1) | (71.8) |
Expenditure on other intangible assets | 14 | (3.4) | (4.6) |
Purchase of available-for-sale investments | (11.3) | (4.1) | |
Proceeds on disposal of property, plant and equipment and investment property | 15, 16 | 19.0 | 12.5 |
Purchase of subsidiaries | 21 | (95.0) | (146.8) |
Proceeds from disposal of non-controlling interest | - | 0.2 | |
Treasury derivative activities | (8.5) | 15.0 | |
Investment in joint ventures and associates | (14.9) | (20.5) | |
Loans advanced to joint ventures and associates | (2.5) | (1.6) | |
Loans to joint ventures and associates repaid | - | 0.1 | |
Proceeds on disposal of businesses | 22 | 113.4 | 62.3 |
Proceeds on disposal of joint ventures and associates | 10.1 | 177.8 | |
Net cash (used in)/generated by investing activities | (44.2) | 26.0 | |
Financing activities | |||
Purchase of additional interests in controlled entities | 21 | (0.2) | (0.4) |
Equity dividends paid | 10 | (75.0) | (72.8) |
Dividends paid to non-controlling interests | (9.8) | (9.7) | |
Issue of share capital | - | 1.5 | |
Issue of shares by Group companies to non-controlling interests | 0.8 | 0.8 | |
Purchase of own shares | (127.1) | (91.3) | |
Purchase of own shares in Euromoney | - | (21.5) | |
Net (payment)/receipt on (settlement)/exercise of subsidiary share options | (0.7) | 17.7 | |
Interest paid | (40.9) | (55.5) | |
Premium on redemption of bonds | 8 | (39.9) | (24.4) |
Bonds redeemed | 8 | (153.2) | (106.7) |
Loan notes repaid | (0.5) | (1.7) | |
Increase in bank borrowings | 234.3 | 61.3 | |
Net cash used in financing activities | (212.2) | (302.7) | |
Net increase/(decrease) in cash and cash equivalents | 3.3 | (58.3) | |
Cash and cash equivalents at beginning of year | 29.0 | 88.5 | |
Exchange loss on cash and cash equivalents | (0.8) | (1.2) | |
Net cash and cash equivalents at end of year | 31.5 | 29.0 |
DMGT plc | ||||||||
NOTES |
1 | BASIS OF PREPARATION | |||||||
While the financial information contained in this unaudited preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS.
| ||||||||
This financial information has been prepared for the year ended 30 September 2015.
| ||||||||
Other than the Daily Mail, The Mail on Sunday, Metro and Wowcher businesses, the Group prepares accounts for a year ending on 30 September. The Daily Mail, The Mail on Sunday, Metro and Wowcher businesses prepare financial statements for a 52 or 53 week financial period ending on a Sunday near to the end of September and do not prepare additional financial statements corresponding to the Group's financial year for consolidation purposes as it would be impracticable to do so. The Group considers whether there have been any significant transactions or events between the end of the financial year of these businesses and the end of the Group's financial year and makes any material adjustments as appropriate.
| ||||||||
The information for the year ended 30 September 2015 does not constitute statutory accounts for the purposes of section 435 of the Companies Act 2006. A copy of the accounts for the year ended 30 September 2014 has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006. The audit of the statutory accounts for the year ended 30 September 2015 is not yet complete. These accounts will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting.
| ||||||||
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the management report on pages X to X. The company has long term financing in the form of Eurobonds and meets its day-to-day working capital requirements through bank facilities which expire in March 2019. The Board's forecasts and projections, after taking account of reasonably possible changes in trading performance, show that the company is expected to operate within the terms of its current facilities. After making enquiries, the Directors have a reasonable expectation that the Group will have access to adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| ||||||||
This financial information has been prepared in accordance with the accounting policies set out in the 2014 Annual Report and Accounts, as amended, where appropriate, by new or amended International Financial Reporting Standards (IFRS) described below.
| ||||||||
The Group's financial statements incorporate the financial statements of the Company and all of its subsidiaries together with the Group's share of all of its interests in joint ventures and associates. The financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments which are held at fair value through profit or loss.
| ||||||||
All amounts presented have been rounded to the nearest £0.1 million. |
2 | SIGNIFICANT ACCOUNTING POLICIES | ||||||
The following new and amended IFRS have been adopted during the year :
| |||||||
Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
| |||||||
The above amendment has not had any significant impact on the Group's financial statements.
| |||||||
The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for the Group's accounting periods beginning on or after 1 October 2015. These new pronouncements are listed below:
Amendment to IAS 19 Defined Benefit Plans: Employee Contributions (effective 1 February 2015) * Annual Improvements 2010-2012 and 2011-2013 cycles (effective 1 February 2015) * Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations (effective 1 January 2016)* Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation (effective 1 January 2016)* Amendments to IFRS 10 and IAS 28 Accounting for the sale or contribution of assets between an investor and its associate or joint venture (effective 1 January 2016) * Annual improvements 2012-2014 (effective 1 January 2016) * IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018)* IFRS 9 Financial Instruments (effective 1 January 2018)*
* Not yet endorsed for use in the EU.
The adoption of these standards, amendments and interpretations is not expected to have a material impact on the Group's financial statements. |
DMGT plc | ||||||||
NOTES |
3 | Critical accounting judgements and key sources of estimation uncertainty | |||||||
In addition to the judgement taken by management in selecting and applying the accounting policies set out above, management has made the following judgements concerning the amounts recognised in the consolidated financial statements:
| ||||||||
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 an impairment of intangible assets should be recorded requires an estimation of the value in use of the relevant cash generating unit (CGU). The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU 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 at the year end was £1,332.6 million (2014 £1,125.3 million) after a net impairment charge on continuing operations of £18.5 million (2014 £49.5 million) was recognised during the year.
| ||||||||
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, to be used. The Group recognises intangible assets acquired as part of a business combination at fair value 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. The Group has made a provision for outstanding contingent consideration payable amounting to £54.3 million (2014 £20.2 million).
| ||||||||
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. The Group has outstanding contingent consideration receivable amounting to £2.3 million (2014 £2.7 million). During the year the Group received £0.2 million (2014 £0.3 million) of previously unrecognised contingent consideration.
| ||||||||
Contract discount and rebate provisions | ||||||||
The dmg media segment enters agreements with advertising agencies and certain clients, which are subject to a minimum spend and typically include a commitment to deliver rebates to the agency or client based on the level of agency spend over the contract period. These rebates can take the form of free advertising space, cash payments or both. The rebate provision is calculated using the forecast spend over the contract period and rebate entitlement set out in the trading agreement. Calculating the required provision therefore requires an estimate of future period spend in determining what tier of spend the agencies may reach over the agreement. At the year end the Group has contract discount and rebate provisions amounting to £25.6 million (2014 £26.2 million).
| ||||||||
Adjusted profit before tax | ||||||||
The Group presents adjusted earnings by making adjustments for costs and profits which management believes 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, finance costs 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 11 for a reconciliation of profit before tax to adjusted profit.
| ||||||||
EBITDA | ||||||||
The Group discloses EBITDA, being adjusted operating profit before depreciation 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 in note 12 and the ratio of net debt to EBITDA is disclosed in note 19. |
DMGT plc | ||||||||
NOTES |
3 | Critical accounting judgements and key sources of estimation uncertainty (continued) |
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 performs 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, 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 Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Consolidated Statement of Changes in Equity. The carrying amount of the retirement benefit obligation at 30 September 2015 was a deficit of £159.3 million (2014 £211.8 million). |
DMGT plc | |||||||||
NOTES |
4 | SEGMENT ANALYSIS | ||||||||
The Group's business activities are split into five operating divisions: RMS, dmg information, dmg events, Euromoney and dmg media. These divisions are the basis on which information is reported to the Group's Chief Operating Decision Maker, which has been determined to be the Group Board. The segment result is the measure used for the purposes of resource allocation and assessment and represents profit earned by each segment, including share of results from joint ventures and associates but before exceptional operating costs, amortisation of acquired intangible assets arising on business combinations, impairment charges, other gains and losses, net finance costs and taxation.
| |||||||||
Details of the types of products and services from which each segment derives its revenues are included within the business review.
| |||||||||
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 notes 1 and 2.
| |||||||||
Inter-segment sales are charged at prevailing market prices. |
Unaudited year ended 30 September 2015 | External revenue | Inter-segment revenue | Total revenue | Segment result | Less operating profit/(loss) of joint ventures and associates | Adjusted operating profit | |||
£m | £m | £m | £m | £m | £m | ||||
RMS | 186.7 | 0.8 | 187.5 | 26.2 | (0.3) | 26.5 | |||
dmg information | 429.9 | - | 429.9 | 74.4 | (0.2) | 74.6 | |||
dmg events | 94.5 | - | 94.5 | 20.2 | - | 20.2 | |||
Euromoney | 403.4 | - | 403.4 | 110.6 | 3.9 | 106.7 | |||
dmg media | 730.9 | - | 730.9 | 125.2 | 29.1 | 96.1 | |||
1,845.4 | 0.8 | 1,846.2 | 356.6 | 32.5 | 324.1 | ||||
Corporate costs | (i) | (36.0) | |||||||
Discontinued operations | 23, (ii) | (2.7) | (1.1) | ||||||
1,842.7 | |||||||||
Adjusted operating profit | 287.0 | ||||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | (22.5) | ||||||||
Impairment of goodwill and acquired intangible assets arising on business combinations | (18.5) | ||||||||
Amortisation of acquired intangible assets arising on business combinations | (39.2) | ||||||||
Operating profit before share of results of joint ventures and associates | 206.8 | ||||||||
Share of results of joint ventures and associates | 5 | 11.3 | |||||||
Total operating profit | 218.1 | ||||||||
Other gains and losses | 6 | 82.4 | |||||||
Profit before investment revenue, net finance costs and tax | 300.5 | ||||||||
Investment revenue | 7 | 4.0 | |||||||
Net finance costs | 8 | (88.4) | |||||||
Profit before tax | 216.1 | ||||||||
Tax | 9 | (20.8) | |||||||
Profit from discontinued operations | 23 | 50.0 | |||||||
Profit for the year | 245.3 |
Adjusted operating profit within the dmg media segment comprised £116.4 million from newspapers and a loss of £20.3 million from digital assets.
| |
(i) | 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 (Revised), Employee Benefits.
|
(ii) | Revenue and adjusted operating profit relating to the discontinued operations of dmg media's digital recruitment businesses have been deducted in order to reconcile total segment result to Group profit before tax from continuing operations.
|
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and impairment of property, plant and equipment and investment property by segment is as follows: |
Unaudited year ended 30 September 2015 | Amortisation of intangible assets not arising on business combinations | Amortisation of intangible assets arising on business combinations | Impairment of goodwill and intangible assets arising on business combinations | Exceptional operating costs | Impairment of property, plant and equipment and investment property | ||||
£m | £m | £m | £m | £m | |||||
RMS | (5.8) | - | - | - | - | ||||
dmg information | (10.4) | (18.6) | - | - | - | ||||
dmg events | - | (2.1) | - | - | - | ||||
Euromoney | (2.7) | (17.9) | (18.5) | (3.2) | - | ||||
dmg media | (4.3) | (0.6) | - | (17.7) | (1.6) | ||||
Continuing operations | (23.2) | (39.2) | (18.5) | (20.9) | (1.6) |
In Euromoney exceptional operating costs comprise restructuring and other exceptional costs following the reorganisation of certain businesses, office move costs and CIE legal costs. The impairment charge of £18.5 million relates to Hedgefund Intelligence, CIE and Indaba (see note 14).
In the dmg media segment exceptional costs comprise £8.6 million severance, £4.5 million consultancy costs, office move costs of £3.9 million and £0.7 million relating to contingent consideration required to be treated as remuneration.
The Group's tax charge includes a related credit of £7.0 million in relation to these items.
| |
An analysis of the depreciation of property, plant and equipment and investment property, research costs, investment revenue, and finance costs by segment is as follows: |
Unaudited year ended 30 September 2015 | Depreciation of property, plant and equipment and investment property | Research costs | Investment revenue | Net finance costs | |||||
Note 7 | Note 8 | ||||||||
£m | £m | £m | £m | ||||||
RMS | (6.2) | (49.6) | 0.2 | - | |||||
dmg information | (8.4) | (3.6) | 0.2 | (0.6) | |||||
dmg events | (0.6) | (0.1) | 0.1 | - | |||||
Euromoney | (2.6) | (11.2) | 0.4 | 1.3 | |||||
dmg media | (15.1) | (1.7) | - | (1.4) | |||||
(32.9) | (66.2) | 0.9 | (0.7) | ||||||
Corporate costs | (0.1) | - | 3.1 | (87.7) | |||||
Continuing operations | (33.0) | (66.2) | 4.0 | (88.4) |
DMGT plc | |||||||||
NOTES |
4 | SEGMENT ANALYSIS CONTINUED |
Audited year ended 30 September 2014 | External revenue | Inter-segment revenue | Total revenue | Segment result | Less operating profit/(loss) of joint ventures and associates | Adjusted operating profit | |||
Note | £m | £m | £m | £m | £m | £m | |||
RMS | 171.7 | 1.1 | 172.8 | 45.1 | (0.3) | 45.4 | |||
dmg information | 390.8 | - | 390.8 | 68.3 | 0.4 | 67.9 | |||
dmg events | 99.8 | - | 99.8 | 27.3 | - | 27.3 | |||
Euromoney | 406.5 | 0.1 | 406.6 | 117.7 | 0.3 | 117.4 | |||
dmg media | 795.6 | 0.3 | 795.9 | 126.1 | 30.8 | 95.3 | |||
1,864.4 | 1.5 | 1,865.9 | 384.5 | 31.2 | 353.3 | ||||
Corporate costs | (i) | (42.6) | |||||||
Discontinued operations | 23, (ii) | (53.2) | (14.5) | ||||||
1,811.2 | |||||||||
Adjusted operating profit | 296.2 | ||||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | (71.9) | ||||||||
Impairment of goodwill and acquired intangible assets arising on business combinations | (3.6) | ||||||||
Amortisation of acquired intangible assets arising on business combinations | (36.7) | ||||||||
Operating profit before share of results of joint ventures and associates | 184.0 | ||||||||
Share of results of joint ventures and associates | 5 | 14.3 | |||||||
Total operating profit | 198.3 | ||||||||
Other gains and losses | 6 | 138.9 | |||||||
Profit before investment revenue, net finance costs and tax | 337.2 | ||||||||
Investment revenue | 7 | 10.1 | |||||||
Net finance costs | 8 | (80.3) | |||||||
Profit before tax | 267.0 | ||||||||
Tax | 9 | (18.3) | |||||||
Profit from discontinued operations | 23 | 34.3 | |||||||
Profit for the year | 283.0 |
Adjusted operating profit within the dmg media segment comprised £99.3 million from newspapers, a loss of £4.0 million from digital assets.
| |
(i) | Included within corporate costs is a credit of £0.9 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 (Revised), Employee Benefits.
|
(ii) | Revenue and adjusted operating profit relating to the discontinued operations of dmg media's digital recruitment businesses have been deducted in order to reconcile total segment result to Group profit before tax from continuing operations.
|
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and impairment of property, plant and equipment and investment property by segment is as follows: |
Audited year ended 30 September 2014 | Amortisation of intangible assets not arising on business combinations | Amortisation of intangible assets arising on business combinations | Impairment of goodwill and intangible assets arising on business combinations | Impairment of internally generated and acquired computer software | Exceptional operating costs | Impairment of property, plant and equipment and investment property | |||
Note | £m | £m | £m | £m | £m | £m | |||
RMS | (1.7) | - | - | (44.6) | (4.0) | - | |||
dmg information | (6.6) | (15.8) | - | - | (0.7) | - | |||
dmg events | - | (3.2) | - | - | - | - | |||
Euromoney | (2.0) | (17.6) | - | - | (3.8) | - | |||
dmg media | (4.0) | (1.5) | (18.8) | (1.3) | (18.5) | - | |||
(14.3) | (38.1) | (18.8) | (45.9) | (27.0) | - | ||||
Corporate costs | - | - | - | - | 1.5 | (0.6) | |||
(14.3) | (38.1) | (18.8) | (45.9) | (25.5) | (0.6) | ||||
Relating to discontinued operations | 23 | 0.5 | 1.4 | 15.2 | - | 0.1 | - | ||
Continuing operations | (13.8) | (36.7) | (3.6) | (45.9) | (25.4) | (0.6) |
Exceptional operating costs in RMS comprise £4.0 million redundancy costs. The impairment charge of £44.6 million relates to the internally generated intangible asset RMS(one), (see note 14).
In the dmg information segment exceptional operating costs of £0.7 million relate to contingent consideration required to be treated as remuneration.
In Euromoney exceptional operating costs comprised acquisition related costs of £0.9 million, reorganisation costs of £1.3 million and £1.6 million in relation to property move costs.
In the dmg media segment exceptional costs include reorganisation and restructuring charges of £20.5 million, including consultancy charges of £4.9 million, following a management delayering project, together with a write back of £2.0 million relating to contingent consideration required to be treated as remuneration.
The Group's tax charge includes a related credit of £23.6 million in relation to these items.
| |
An analysis of the depreciation of property, plant and equipment and investment property, research costs, investment revenue, and finance costs by segment is as follows: |
Audited year ended 30 September 2014 | Depreciation of property, plant and equipment and investment property | Research costs | Investment revenue | Net finance costs | |||||
Note 7 | Note 8 | ||||||||
Note | £m | £m | £m | £m | |||||
RMS | (5.5) | (39.0) | 0.1 | - | |||||
dmg information | (8.0) | (3.3) | 0.2 | 1.1 | |||||
dmg events | (0.5) | (0.4) | 0.1 | - | |||||
Euromoney | (2.9) | (9.8) | 0.2 | (1.0) | |||||
dmg media | (17.6) | (2.0) | - | (1.4) | |||||
(34.5) | (54.5) | 0.6 | (1.3) | ||||||
Corporate costs | (0.3) | - | 9.5 | (79.0) | |||||
(34.8) | (54.5) | 10.1 | (80.3) | ||||||
Relating to discontinued operations | 23 | 0.7 | - | - | - | ||||
Continuing operations | (34.1) | (54.5) | 10.1 | (80.3) |
DMGT plc | |||||||||
NOTES | |||||||||
4 | 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 | Unaudited | Unaudited | Unaudited | Audited | Audited | Audited | Audited | ||
Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2014 | Year ended 30 September 2014 | Year ended 30 September 2014 | Year ended 30 September 2014 | ||
Total | Discontinued operations (note 23) | Inter-segment | Continuing operations | Total | Discontinued operations (note 23) | Inter-segment | Continuing operations | ||
£m | £m | £m | £m | £m | £m | £m | £m | ||
Sale of goods | 711.0 | (2.7) | - | 708.3 | 703.1 | (53.2) | - | 649.9 | |
Rendering of services | 1,135.2 | - | (0.8) | 1,134.4 | 1,162.8 | - | (1.5) | 1,161.3 | |
1,846.2 | (2.7) | (0.8) | 1,842.7 | 1,865.9 | (53.2) | (1.5) | 1,811.2 | ||
The 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 7, and finance income in note 8. | |||||||||
By geographic area | |||||||||
The majority of the Group's operations are located in the United Kingdom, North America, rest of Europe, and Australia. | |||||||||
The 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. | |||||||||
Unaudited | Unaudited | Unaudited | Audited | Audited | Audited | ||||
| Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2014 | Year ended 30 September 2014 | Year ended 30 September 2014 | |||
Total | Discontinued operations (note 23) | Continuing operations | Total | Discontinued operations (note 23) | Continuing operations | ||||
£m | £m | £m | £m | £m | £m | ||||
UK | 1,048.5 | (2.7) | 1,045.8 | 1,109.9 | (38.5) | 1,071.4 | |||
North America | 632.1 | - | 632.1 | 582.7 | (1.5) | 581.2 | |||
Rest of Europe | 39.2 | - | 39.2 | 55.4 | (12.8) | 42.6 | |||
Australia | 16.8 | - | 16.8 | 18.5 | (0.4) | 18.1 | |||
Rest of the World | 108.8 | - | 108.8 | 97.9 | - | 97.9 | |||
1,845.4 | (2.7) | 1,842.7 | 1,864.4 | (53.2) | 1,811.2 | ||||
The analysis below is based on the geographic location of customers in these regions. | |||||||||
Unaudited | Unaudited | Unaudited | Audited | Audited | Audited | ||||
Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2014 | Year ended 30 September 2014 | Year ended 30 September 2014 | ||||
Total | Discontinued operations (note 23) | Continuing operations | Total | Discontinued operations (note 23) | Continuing operations | ||||
£m | £m | £m | £m | £m | £m | ||||
UK | 932.2 | (2.7) | 929.5 | 991.9 | (37.8) | 954.1 | |||
North America | 563.4 | - | 563.4 | 504.5 | (2.1) | 502.4 | |||
Rest of Europe | 165.8 | - | 165.8 | 186.2 | (11.8) | 174.4 | |||
Australia | 24.0 | - | 24.0 | 24.0 | (0.5) | 23.5 | |||
Rest of the World | 160.0 | - | 160.0 | 157.8 | (1.0) | 156.8 | |||
1,845.4 | (2.7) | 1,842.7 | 1,864.4 | (53.2) | 1,811.2 | ||||
The closing net book value of goodwill, intangible assets, property, plant and equipment and investment property is analysed by geographic area as follows: | |||||||||
Unaudited | Audited | Unaudited | Audited | Unaudited | Audited | Unaudited | Audited | ||
| Closing net book value of goodwill | Closing net book value of goodwill | Closing net book value of intangible assets | Closing net book value of intangible assets | Closing net book value of property, plant and equipment | Closing net book value of property, plant and equipment | Closing net book value of investment property | Closing net book value of investment property | |
At 30 September 2015 | At 30 September 2014 | At 30 September 2015 | At 30 September 2014 | At 30 September 2015 | At 30 September 2014 | At 30 September 2015 | At 30 September 2014 | ||
(note 14) | (note 14) | (note 14) | (note 14) | (note 15) | (note 15) | (note 16) | (note 16) | ||
£m | £m | £m | £m | £m | £m | £m | £m | ||
UK | 248.7 | 263.9 | 121.0 | 136.6 | 143.1 | 161.2 | - | 4.3 | |
North America | 627.9 | 469.4 | 286.5 | 209.4 | 32.6 | 31.8 | - | - | |
Rest of Europe | 8.7 | 4.3 | 11.7 | 9.4 | 3.3 | 2.6 | - | - | |
Australia | 3.8 | 9.0 | 1.3 | 1.7 | 0.4 | 0.4 | - | - | |
Rest of the World | 19.6 | 18.0 | 3.4 | 3.6 | 1.7 | 1.7 | - | - | |
908.7 | 764.6 | 423.9 | 360.7 | 181.1 | 197.7 | - | 4.3 |
DMGT plc | |||||||
NOTES |
5 | SHARE OF RESULTS OF JOINT VENTURES AND ASSOCIATES |
Unaudited | Audited | ||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||
Note | £m | £m | |||||
Share of profits from operations of joint ventures | (i) | 0.3 | 11.7 | ||||
Share of profits from operations of associates | (ii) | 32.2 | 19.5 | ||||
Adjusted operating profits from joint ventures and associates | 32.5 | 31.2 | |||||
Share of exceptional operating costs of joint ventures | - | (0.8) | |||||
Share of exceptional operating costs of associates | (4.2) | (3.9) | |||||
Share of amortisation of intangibles arising on business combinations of joint ventures | (0.1) | (2.1) | |||||
Share of amortisation of intangibles arising on business combinations of associates | (8.4) | (3.7) | |||||
Share of joint ventures' interest payable | - | (0.1) | |||||
Share of associates' interest payable | (2.3) | (0.3) | |||||
Share of joint ventures' tax | (0.3) | (3.0) | |||||
Share of associates' tax | (4.2) | (2.2) | |||||
Impairment of carrying value of joint ventures | (iii) | (1.7) | (0.4) | ||||
Impairment of carrying value of associates | (iv) | - | (0.4) | ||||
11.3 | 14.3 | ||||||
Share of results from operations of joint ventures | (0.1) | 5.7 | |||||
Share of results from operations of associates | 13.1 | 9.4 | |||||
Impairment of carrying value of joint venture | (iii) | (1.7) | (0.4) | ||||
Impairment of carrying value of associates | (iv) | - | (0.4) | ||||
11.3 | 14.3 |
(i) | Share of adjusted operating profits from joint ventures includes £nil (2014 £12.9 million) from the Group's interest in Zoopla Property Group plc ("Zoopla") in the dmg media segment.
|
(ii) | Following the IPO of Zoopla during the prior year the Group disposed of 38.9% of its 52.1% holding in Zoopla. The Group's remaining 31.32% holding is now classified within associates.
|
Share of adjusted operating profits from associates includes £16.8 million (2014 £15.4 million) from the Group's interest in Local World in the dmg media segment and £14.0 million (2014 £4.4 million) from the Group's interest in Zoopla in the dmg media segment.
| |
(iii) | Principally relates to a write down in the carrying value of Artirix Limited in the dmg media segment. In the prior year, represents a write down in the carrying value of Mail Today Newspapers Pte Limited in the dmg media segment.
|
(iv) | In the prior year, represents a write down in the carrying value of Global Grain Pte Ltd in the Euromoney segment. |
6 | OTHER GAINS AND LOSSES |
Unaudited | Audited | ||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||
Note | £m | £m | |||||
Profit/(loss) on disposal of available-for-sale investments | (i) | 45.2 | (0.4) | ||||
Impairment of available-for-sale assets | (1.0) | - | |||||
Profit on disposal of property, plant and equipment | 3.1 | 1.3 | |||||
Amounts released against contingent consideration receivable on disposal | - | 4.0 | |||||
Profit on disposal of businesses | (ii) | 6.5 | 5.1 | ||||
Recycled cumulative translation differences | (ii) | 2.1 | 0.5 | ||||
Gain on change in control | (iii) | 19.8 | 4.6 | ||||
Profit on disposal of joint ventures and associates | (iv) | 6.7 | 123.8 | ||||
82.4 | 138.9 |
(i) | Principally relates to a £45.5 million profit on disposal of Capital DATA Limited within the Euromoney segment. The consideration received was £13.5 million zero coupon preference shares, together with £37.8 million ordinary shares (representing 15.5%) in Diamond TopCo Limited ("Dealogic"). The consideration received in the form of ordinary shares is restricted by £5.8 million, representing an adjustment for the percentage of Euromoney's 15.5% ownership in Dealogic. The original investment in Capital DATA Limited was accounted for as an available-for-sale investment with a carrying value of £nil.
| |||
(ii) | Principally relates to a £7.6 million profit on disposal of Lewtan in the dmg information segment, together with a £2.5 million profit on disposal of various newsletter publications and website services titles within the Euromoney segment, inclusive of recycled cumulative translation differences. In the prior year, principally relates to a £6.8 million profit on disposal of MIS Training by Euromoney.
| |||
(iii) | During the year the Group increased its interests in Petrotranz Inc., Commodity Vectors Limited and TreppPort LLC, within the dmg information segment, and obtained control. During the prior year the Group increased its interest in Xceligent Inc., also held by the dmg information segment and obtained control. In accordance with IFRS 3, Business Combinations, the difference between the fair value of these investments and their carrying value at the date control passed to the Group has been treated as a gain during the relevant period.
| |||
(iv) | Principally relates to a £2.9 million profit on disposal of Capital NET Limited within the Euromoney segment, £2.2 million profit on disposal of 1.38% of the Group's holding in Zoopla in the dmg media segment and £1.4 million profit on disposal of Cougar Software Pty Ltd in the dmg information segment. In the prior year, following the IPO of Zoopla the Group disposed of 38.9% of its 52.1% holding in Zoopla. The Group's remaining 31.32% holding is now classified within associates.
| |||
There is no tax charge in relation to these items (2014 £1.4 million). |
7 | INVESTMENT REVENUE |
Unaudited | Audited | ||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||
Note | £m | £m | |||||
Dividend income - Other | - | 0.1 | |||||
Dividend income - Press Association | (i) | 3.1 | 9.3 | ||||
Interest receivable from short-term deposits | 0.9 | 0.7 | |||||
4.0 | 10.1 |
(i) | Distributions in the current and prior year follow the Press Association's disposal of it's investment in MeteoGroup. |
DMGT plc | |||||||
NOTES |
8 | NET FINANCE COSTS |
Unaudited | Audited | ||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||
Note | £m | £m | |||||
Interest, arrangement and commitment fees payable on bonds, bank loans and loan notes | (35.9) | (50.9) | |||||
Premium on bond redemption | (i) | (39.9) | (24.4) | ||||
Loss on derivatives, or portions thereof, not designated for hedge accounting | (2.4) | - | |||||
Finance charge on defined benefit pension schemes | (6.8) | (7.6) | |||||
Change in fair value of derivative hedge of bond | 2.1 | (0.8) | |||||
Change in fair value of hedged portion of bond | (2.1) | 0.8 | |||||
Finance charge on discounting of contingent consideration payable | (ii) | (0.6) | (1.4) | ||||
Fair value movement of undesignated financial instruments | (4.9) | - | |||||
Fair value movement of contingent consideration receivable | (1.9) | (0.4) | |||||
Fair value movement of contingent consideration payable | (0.4) | - | |||||
Finance costs | (92.8) | (84.7) | |||||
Profit on derivatives, or portions thereof, not designated for hedge accounting | - | 1.0 | |||||
Finance income on discounting of contingent consideration receivable | (ii) | 0.2 | 0.1 | ||||
Fair value movement of contingent consideration payable | - | 1.1 | |||||
Fair value movement of undesignated financial instruments | - | 0.9 | |||||
Change in present value of acquisition put options | 4.2 | 1.3 | |||||
Finance income | 4.4 | 4.4 | |||||
Net finance costs | (88.4) | (80.3) |
(i) | On 22 September 2014 the Company announced its invitation to holders of its outstanding £165.0 million 2021 bonds and its outstanding £349.7 million 2018 bonds to tender their bonds for purchase by the Company for cash. On 30 September 2014 the Company announced the results and cash price payable of validly tendered 2018 and 2021 bonds. The total cash price payable by the Company amounted to £193.1 million, including a premium of £39.9 million, which was paid on 1 October 2014.
In December 2013 the Group bought back £49.7 million notional of its 2018 bonds and £149.2 million notional of its 2021 bonds incurring a premium of £24.4 million. The total cash price paid by the Company amounted to £131.2 million.
|
(ii) | The finance income/(charge) on the discounting of contingent consideration arises from the requirement under IFRS 3, Business Combinations, to record contingent consideration at fair value using a discounted cash flow approach. |
9 | TAX |
Unaudited | Audited | ||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||
Note | £m | £m | |||||
The charge on the profit for the period consists of: | |||||||
UK tax | |||||||
Corporation tax at 20.5 % (2014 22.0 %) | (4.6) | (3.1) | |||||
Adjustments in respect of prior years | (i) | (1.1) | 2.5 | ||||
(5.7) | (0.6) | ||||||
Overseas tax | |||||||
Corporation tax | (25.1) | (25.4) | |||||
Adjustments in respect of prior years | (i) | 3.3 | 0.5 | ||||
Total current tax | (27.5) | (25.5) | |||||
Deferred tax | |||||||
Origination and reversals of temporary differences | 5.9 | 4.1 | |||||
Adjustments in respect of prior years | (i) | 0.8 | (0.1) | ||||
Total deferred tax | 6.7 | 4.0 | |||||
Total Tax | (20.8) | (21.5) | |||||
Relating to discontinued operations | 23 | - | 3.2 | ||||
(20.8) | (18.3) |
(i) | The net prior year credit of £3.0 million (2014 £2.9 million), arose largely from a reassessment of the level of tax provisions required, and a reassessment of temporary differences.
|
A deferred tax charge of £2.1 million (2014 £9.9 million credit) relating to the actuarial movement on defined benefit pension schemes and a deferred tax credit of £0.6 million (2014 £nil) relating to derivative financial instruments were recognised directly in the Consolidated Statement of Comprehensive Income. A deferred tax credit of £1.4 million (2014 £0.4 million charge) and a current tax credit of £nil (2014 £2.7 million) was recognised directly in equity. |
DMGT plc | |||||||
NOTES |
9 | TAX (CONTINUED) |
Adjusted tax on profits before amortisation and impairment of intangible assets, restructuring costs and non-recurring items (adjusted tax charge) amounted to a charge of £41.4 million (2014 £58.6 million) and the resulting rate is 14.8% (2014 20.1%). The differences between the tax charge and the adjusted tax charge are shown in the reconciliation below: |
Unaudited | Audited | ||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||
£m | £m | ||||||
Total tax charge on the profit for the year | (20.8) | (21.5) | |||||
Share of tax in joint ventures and associates | (4.5) | (5.2) | |||||
Deferred tax on intangible assets | (8.4) | (5.3) | |||||
Tax on other adjusting items | (7.7) | (26.6) | |||||
Adjusted tax charge on the profit for the year | (41.4) | (58.6) |
In calculating the adjusted tax rate, the Group excludes the potential future deferred tax effects of intangible assets (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.
| |
Tax on other exceptional items includes a net charge of £4.4 million (2014 £nil) relating to the derecognition of further tax losses and the reassessment of other temporary differences which are treated as exceptional due to their material impact on the Group's adjusted tax charge.
| |
The deferred tax assets disclosed in the Consolidated Statement of Financial Position in respect of deferred interest, tax losses and tax credits are analysed as follows: |
Unaudited | Audited | ||||||
At 30 September 2015 | At 30 September 2014 | ||||||
£m | £m | ||||||
UK | 64.6 | 53.4 | |||||
Rest of Europe | 1.6 | 2.1 | |||||
North America | 97.1 | 87.8 | |||||
Australia | 8.4 | 11.2 | |||||
171.7 | 154.5 |
These losses have been recognised on the basis that the Directors are of the opinion, based on recent and forecast trading, that sufficient suitable taxable profits will be generated in the relevant territories in future accounting periods, such that it is considered probable that these assets will be recovered. Of these assets £6.3 million (2014 £6.6 million) have expiry dates between 2015 and 2034. |
10 | DIVIDENDS PAID |
Unaudited | Unaudited | Audited | Audited | ||||
Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2014 | Year ended 30 September 2014 | ||||
Pence per share | £m | Pence per share | £m | ||||
Amounts recognisable as distributions to equity holders in the year | |||||||
Ordinary shares - final dividend for the year ended 30 September 2014 | 14.20 | 2.8 | - | - | |||
'A' Ordinary Non-Voting shares - final dividend for the year ended 30 September 2014 | 14.20 | 48.9 | - | - | |||
Ordinary shares - final dividend for the year ended 30 September 2013 | - | - | 13.30 | 2.6 | |||
'A' Ordinary Non-Voting shares - final dividend for the year ended 30 September 2013 | - | - | 13.30 | 47.0 | |||
51.7 | 49.6 | ||||||
Ordinary shares - interim dividend for the year ended 30 September 2015 | 6.50 | 1.3 | - | - | |||
'A' Ordinary Non-Voting shares - interim dividend for the year ended 30 September 2015 | 6.50 | 22.0 | - | - | |||
Ordinary shares - interim dividend for the year ended 30 September 2014 | - | - | 6.20 | 1.3 | |||
'A' Ordinary Non-Voting shares - interim dividend for the year ended 30 September 2014 | - | - | 6.20 | 21.9 | |||
23.3 | 23.2 | ||||||
20.70 | 75.0 | 19.50 | 72.8 |
The Board has declared a final dividend of 14.9 p per Ordinary/'A' Ordinary Non-Voting share (2014 14.2 p) which will absorb an estimated £52.9 million (2014 £52.1 million) of shareholders' equity for which no liability has been recognised in these financial statements. It will be paid on 12 February 2016 to shareholders on the register at the close of business on 4 December 2015. |
DMGT plc | ||||||||
NOTES |
11 | ADJUSTED PROFIT |
Unaudited | Audited | |||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | |||||||
Note | £m | £m | ||||||
Profit before tax - continuing operations | 4 | 216.1 | 267.0 | |||||
Profit/(loss) before tax - discontinued operations | 23 | 1.1 | (2.2) | |||||
Adjust for: | ||||||||
Amortisation of intangible assets in Group profit from operations, including joint ventures and associates, arising on business combinations - continuing and discontinued operations | 4, 5, 23 | 47.7 | 43.9 | |||||
Impairment of goodwill and intangible assets arising on business combinations - continuing and discontinued operations | 4, 23 | 18.5 | 18.8 | |||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property - continuing and discontinued operations | 4, 23, (i) | 22.5 | 72.0 | |||||
Share of exceptional operating costs of joint ventures and associates | 5 | 4.2 | 4.7 | |||||
Impairment of carrying value of joint ventures and associates | 5 | 1.7 | 0.8 | |||||
Other gains and losses: | ||||||||
(Profit)/loss on disposal of available-for-sale investments | 6 | (45.2) | 0.4 | |||||
Impairment of available-for-sale assets | 6 | 1.0 | - | |||||
Profit on disposal of property, plant and equipment | 6 | (3.1) | (1.3) | |||||
Amounts released against contingent consideration receivable on disposal | 6 | - | (4.0) | |||||
Profit on disposal of businesses, joint ventures, associates, change of control and recycled cumulative translation differences | 6 | (35.1) | (134.0) | |||||
Investment revenue: | ||||||||
Dividend income - Press Association | 7 | (3.1) | (9.3) | |||||
Finance costs: | ||||||||
Premium on bond redemption | 8 | 39.9 | 24.4 | |||||
Finance charge on defined benefit pension schemes | 8 | 6.8 | 7.6 | |||||
Fair value movements | 8, (ii) | 3.0 | (2.9) | |||||
Tax: | ||||||||
Share of tax in joint ventures and associates | 5, 9 | 4.5 | 5.2 | |||||
Adjusted profit before tax and non-controlling interests | 280.5 | 291.1 | ||||||
Total tax charge on the profit for the year | 9 | (20.8) | (21.5) | |||||
Adjust for: | ||||||||
Share of tax in joint ventures and associates | 5 | (4.5) | (5.2) | |||||
Deferred tax on intangible assets | 9 | (8.4) | (5.3) | |||||
Tax on other adjusting items | 9 | (7.7) | (26.6) | |||||
Non-controlling interests | (iii) | (23.6) | (25.1) | |||||
Adjusted profit after taxation and non-controlling interests | 215.5 | 207.4 |
(i) | See note 4 for a description of exceptional operating costs.
| ||||
(ii) | Fair value movements include movements on undesignated financial instruments, contingent consideration payable and receivable and change in value of acquisition put options.
| ||||
(iii) | The adjusted non-controlling interests' share of profits for the year of £23.6 million (2014 £25.1 million) is stated after eliminating a charge of £5.1 million (2014 credit £5.0 million), being the non-controlling interests' share of adjusting items. |
12 | EBITDA AND NET CASH FROM OPERATING ACTIVITIES |
Unaudited | Audited | |||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | |||||||
Note | £m | £m | ||||||
Continuing operations | ||||||||
Adjusted operating profit | 4 | 287.0 | 296.2 | |||||
Non exceptional depreciation charge | 33.0 | 34.1 | ||||||
Amortisation of internally generated and acquired computer software | 4 | 23.2 | 13.8 | |||||
Operating profits from joint ventures and associates | 5 | 32.5 | 31.2 | |||||
Dividend income | 7 | - | 0.1 | |||||
Discontinued operations | ||||||||
Adjusted operating profit | 23 | 1.1 | 14.5 | |||||
Non exceptional depreciation charge | 23 | - | 0.7 | |||||
Amortisation of internally generated and acquired computer software | 23 | - | 0.5 | |||||
EBITDA | 376.8 | 391.1 | ||||||
Adjustments for: | ||||||||
Share-based payments | 17.3 | 10.3 | ||||||
Loss on disposal of property, plant and equipment | 1.6 | 5.3 | ||||||
Pension charge less than cash contributions | 4 | (1.3) | (0.9) | |||||
Share of profits from joint ventures and associates | 5 | (32.5) | (31.2) | |||||
Exceptional operating costs | 4 | (20.9) | (25.5) | |||||
Dividend income | 7 | - | (0.1) | |||||
(Increase)/decrease in inventories | (8.1) | 1.1 | ||||||
Increase in trade and other receivables | (19.7) | (2.0) | ||||||
Increase/(decrease) in trade and other payables | 18.8 | (49.4) | ||||||
Decrease in provisions | (2.6) | (6.3) | ||||||
Additional payments into pension schemes | (48.1) | (49.9) | ||||||
Cash generated by operations | 281.3 | 242.5 | ||||||
Taxation paid | (25.0) | (27.3) | ||||||
Taxation received | 3.4 | 3.2 | ||||||
Net cash from operating activities | 259.7 | 218.4 |
DMGT plc | |||||||
NOTES |
13 | EARNINGS PER SHARE |
Basic earnings per share of 60.1 p (2014 70.6 p) and diluted earnings per share of 59.0 p (2014 69.3 p) are calculated, in accordance with IAS 33, Earnings per share, on Group profit for the financial year of £166.6 million (2014 £228.6 million) as adjusted for the effect of dilutive ordinary shares of £0.3 million (2014 £0.7 million) and earnings from discontinued operations of £50.0 million (2014 £34.3 million) and on the weighted average number of ordinary shares in issue during the year, as set out below. | |||||||
Basic and diluted earnings per share |
Unaudited | Unaudited | Audited | Audited | ||||
Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2014 | Year ended 30 September 2014 | ||||
Basic earnings | Diluted earnings | Basic earnings
| Diluted earnings
| ||||
£m | £m | £m | £m | ||||
Earnings from continuing operations | 166.6 | 166.6 | 228.6 | 228.6 | |||
Effect of dilutive ordinary shares | - | (0.3) | - | (0.7) | |||
Earnings from discontinued operations | 50.0 | 50.0 | 34.3 | 34.3 | |||
216.6 | 216.3 | 262.9 | 262.2 | ||||
Unaudited | Unaudited | Audited | Audited | ||||
Year ended 30 September 2015 | Year ended 30 September 2015 | Year ended 30 September 2014 | Year ended 30 September 2014 | ||||
Basic | Diluted | Basic | Diluted | ||||
pence | pence | pence | pence | ||||
per share | per share | per share | per share | ||||
Earnings per share from continuing operations | 46.2 | 45.5 | 61.4 | 60.4 | |||
Effect of dilutive ordinary shares | - | (0.1) | - | (0.2) | |||
Earnings per share from discontinued operations | 13.9 | 13.6 | 9.2 | 9.1 | |||
Earnings per share from continuing and discontinued operations | 60.1 | 59.0 | 70.6 | 69.3 | |||
Adjusted earnings per share from continuing and discontinued operations | 59.7 | 58.8 | 55.7 | 54.8 | |||
Effect of dilutive ordinary shares | - | (0.1) | - | (0.2) | |||
Adjusted earnings per share from continuing and discontinued operations | 59.7 | 58.7 | 55.7 | 54.6 | |||
The weighted average number of ordinary shares in issue during the year for the purpose of these calculations is as follows: | |||||||
Unaudited | Audited | ||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||
Number | Number | ||||||
m | m | ||||||
Number of Ordinary shares in issue | 372.4 | 393.8 | |||||
Own shares held | (11.6) | (21.4) | |||||
Basic earnings per share denominator | 360.8 | 372.4 | |||||
Effect of dilutive share options | 5.7 | 5.8 | |||||
Dilutive earnings per share denominator | 366.5 | 378.2 |
DMGT | |||||||
NOTES |
14 | GOODWILL AND OTHER INTANGIBLE ASSETS |
Goodwill | Other Intangibles | ||||||
£m | £m | ||||||
Cost | |||||||
At 30 September 2013 | 796.3 | 753.9 | |||||
Additions from business combinations | 95.3 | 90.1 | |||||
Other additions | - | 4.6 | |||||
Internally generated | - | 71.8 | |||||
Disposals | (14.5) | (48.3) | |||||
Classified as held-for-sale | (58.7) | (29.2) | |||||
Reclassifications | - | (1.6) | |||||
Exchange adjustment | (1.1) | 0.1 | |||||
At 30 September 2014 | 817.3 | 841.4 | |||||
Additions from business combinations | 140.1 | 55.2 | |||||
Other additions | - | 3.4 | |||||
Internally generated | - | 53.1 | |||||
Adjustment to previous year estimate of contingent consideration | (0.5) | - | |||||
Disposals | (18.9) | (41.9) | |||||
Exchange adjustment | 28.3 | 33.2 | |||||
At 30 September 2015 | 966.3 | 944.4 | |||||
Accumulated amortisation and impairment | |||||||
At 30 September 2013 | 64.8 | 428.6 | |||||
Amortisation | - | 52.4 | |||||
Impairment | 11.6 | 53.1 | |||||
Disposals | (8.1) | (35.9) | |||||
Classified as held-for-sale | (15.6) | (17.7) | |||||
Reclassifications | - | (1.1) | |||||
Exchange adjustment | - | 1.3 | |||||
At 30 September 2014 | 52.7 | 480.7 | |||||
Amortisation | - | 62.4 | |||||
Impairment | 18.5 | - | |||||
Disposals | (14.3) | (40.3) | |||||
Exchange adjustment | 0.7 | 17.7 | |||||
At 30 September 2015 | 57.6 | 520.5 | |||||
Net book value - 30 September 2013 | 731.5 | 325.3 | |||||
Net book value - 30 September 2014 | 764.6 | 360.7 | |||||
Net book value - 30 September 2015 | 908.7 | 423.9 |
The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Intangible assets, all of which have finite lives, are tested separately from goodwill only where impairment indicators exist. The total impairment charge recognised for the year was £18.5 million, relating to Hedgefund Intelligence, CIE and Indaba in the Euromoney segment. There is a £2.2 million tax credit associated with this impairment charge.
| |||||||
The total impairment charge recognised for the prior year was £64.7 million, of which £44.6 million related to RMS(one) following revisions to the timing of the RMS(one) release and anticipated phasing of client adoption, and £18.7 million related to certain recruitment businesses in the dmg media segment prior to their disposal. There was a £21.0 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 pre-tax discount rates used by the Group in its impairment tests range from 12.4% to 19.2% (2014 9.5% to17.2%), the choice of rates depending on the risks specific to that CGU. The Group's estimate of the weighted average cost of capital is 9.5% (2014 8.5%) . The cash flow projections consist of Board approved budgets for the following year, together with forecasts for up to eight additional years and long-term growth rates beyond these periods. The long-term growth rates range between 0.0% and 5.0% (2014 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 the CGU operates. |
15 | PROPERTY, PLANT AND EQUIPMENT |
During the year the Group spent £28.7 million (2014 £29.4 million) on property, plant and equipment and disposed certain of its property, plant and equipment with a carrying value of £13.3 million for proceeds of £16.1 million (2014 £11.0 million). |
16 | INVESTMENT PROPERTY |
The fair value of the Group's investment properties at 30 September 2015 was £0.3 million (2014 £4.6 million). This was arrived at by reference to market evidence for similar properties and was carried out by an officer of the Group's property department. Property rental income earned by the Group from its investment properties amounted to £0.2 million (2014 £0.3 million). Direct operating expenses arising on the investment properties in the year amounted to £0.5 million (2014 £1.4 million). There are no tenants in occupation at the Group's remaining investment properties. In the prior year, leases on these properties had an expiry date of between one and five years.
| |||||||
During the year the Group disposed of investment property with a carrying value of £4.2 million (2014 £0.3 million) for proceeds of £2.9 million (2014 £1.5 million). |
DMGT | ||||||||
NOTES |
17 | ANALYSIS OF NET DEBT |
Unaudited | Audited | |||||||
At 30 September 2015 | At 30 September 2014 | |||||||
Note | £m | £m | ||||||
Net debt at start including derivatives | (602.8) | (573.0) | ||||||
Cash flow | (83.6) | (27.0) | ||||||
Debt with acquisitions | - | (3.0) | ||||||
Foreign exchange movements | (12.6) | 2.2 | ||||||
Other non-cash movements | (i) | (2.5) | (2.0) | |||||
Net debt at year end including derivatives | (701.5) | (602.8) | ||||||
Analysed as: | ||||||||
Cash and cash equivalents | 31.6 | 28.5 | ||||||
Cash and cash equivalents included within assets held for resale | 0.6 | 0.5 | ||||||
Unsecured bank overdrafts | (0.7) | - | ||||||
Cash and cash equivalents in the cash flow statement | 31.5 | 29.0 | ||||||
Debt due within one year | ||||||||
Bonds | (ii) | - | (153.2) | |||||
Finance lease obligations | (0.2) | (0.2) | ||||||
Loan notes | (2.5) | (2.9) | ||||||
Debt due in more than one year | ||||||||
Bonds | (420.2) | (415.6) | ||||||
Bank loans | (306.7) | (59.9) | ||||||
Finance lease obligations | (0.2) | (0.2) | ||||||
Net debt at year end | (698.3) | (603.0) | ||||||
Effect of derivatives on debt | (iii) | (3.2) | 0.2 | |||||
Net debt including derivatives | (701.5) | (602.8) |
The net cash inflow of £3.3 million (2014 £58.3 million outflow) includes a cash outflow of £20.0 million (2014 £29.8 million) in respect of operating exceptional items.
| |
(i) | Other non-cash movements comprise the unwinding of the issue discount amounting to £2.2 million (2014 £1.7 million) and amortisation of issue costs of £0.3 million (2014 £0.3 million).
|
(ii) | On 22 September 2014 the Company announced its invitation to holders of its outstanding 2021 bonds and its outstanding 2018 bonds to tender their bonds for purchase by the Company for cash. On 30 September 2014 the Company announced the results and cash price payable of validly tendered 2018 and 2021 bonds. The total cash price payable by the Company amounted to £193.1 million, including a premium of £39.9 million, which was paid on 1 October 2014.
Following this transaction £218.5 million nominal of the 2018 bonds, £7.2 million nominal of the 2021 bonds and £200.0 million nominal of the 2027 bonds remain outstanding.
|
(iii) | The effect of derivatives on debt is the net currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency. |
18 | BORROWINGS |
Unaudited | Audited | |||||||
At 30 September 2015 | At 30 September 2014 | |||||||
£m | £m | |||||||
Current liabilities | ||||||||
Bonds | - | 153.2 | ||||||
Bank overdrafts | 0.7 | - | ||||||
Finance leases | 0.2 | 0.2 | ||||||
Loan notes | 2.5 | 2.9 | ||||||
3.4 | 156.3 | |||||||
Non-current liabilities | ||||||||
Bonds | 420.2 | 415.6 | ||||||
Bank loans | 306.7 | 59.9 | ||||||
Finance leases | 0.2 | 0.2 | ||||||
727.1 | 475.7 |
19 | BANK LOANS |
During the year the Company increased its committed bank facilities by a further £70.0 million. The terms of these additional facilities are substantially the same as those of the existing facilities.
| |||
The Group's total committed bank facilities amount to £584.5 million. Of these facilities £215.0 million are denominated in Sterling and £369.5 million (US$ 558.0 million) are denominated in US Dollars. Drawings are permitted in all major currencies.
| |||
The Group's bank loans bear interest charged at LIBOR plus a margin. The margin varies by bank and is based on the Group's ratio of net debt to EBITDA or the Group's credit rating. Additionally each facility contains covenants based on a maximum net debt to EBITDA ratio and a minimum interest cover ratio. EBITDA for these purposes is defined as the aggregate of the Group's consolidated operating profit including share of results of joint ventures and associates before deducting depreciation, amortisation and impairment of goodwill, intangible and tangible assets, before exceptional items and before interest and finance charges and is calculated in note 12. The covenants were met at the relevant test dates during the year.
| |||
The Group's internal target of Net Debt to EBITDA cover is no greater than 2.0 times whilst the limit imposed by its bank covenants is no greater than 3.75 times. The bank covenant ratio uses the average exchange rate in the calculation of net debt. The resultant Net Debt to EBITDA ratio is 1.84 times (2014 1.53 times). Using a closing rate basis for the valuation of net debt, the ratio was 1.86 times (2014 1.54 times).
| |||
The Group's committed bank facilities and their maturity dates are as follows: |
Unaudited | Audited | |||||||
At 30 September 2015 | At 30 September 2014 | |||||||
£m | £m | |||||||
Expiring in more than three years but not more than four years | 584.5 | - | ||||||
Expiring in more than four years but not more than five years | - | 489.4 | ||||||
Total bank facilities | 584.5 | 489.4 | ||||||
The following undrawn committed borrowing facilities were available to the Group in respect of which all conditions precedent had been met: | ||||||||
Unaudited | Audited | |||||||
At 30 September 2015 | At 30 September 2014 | |||||||
£m | £m | |||||||
Expiring in more than three years but not more than four years | 278.2 | - | ||||||
Expiring in more than four years but not more than five years | - | 429.5 | ||||||
Total undrawn committed bank facilities | 278.2 | 429.5 |
DMGT | |||||||
NOTES |
20 | FINANCIAL ASSETS AND LIABILITIES |
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:
| |||||||
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
| |||||||
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
At 30 September 2015 | Level 1 | Level 2 (i) | Level 3 (ii) | Total | |||
Unaudited | £m | £m | £m | £m | |||
Financial assets | |||||||
Available-for-sale financial assets | - | - | 13.8 | 13.8 | |||
Fair value through profit and loss | |||||||
Derivative instruments not designated in hedge accounting relationships | - | 1.1 | - | 1.1 | |||
Provision for contingent consideration receivable | - | - | 2.3 | 2.3 | |||
Derivative instruments in designated hedge accounting relationships | - | 19.9 | - | 19.9 | |||
- | 21.0 | 16.1 | 37.1 | ||||
Financial liabilities | |||||||
Fair value through profit and loss | |||||||
Derivative instruments not designated in hedge accounting relationships | - | (18.2) | - | (18.2) | |||
Provision for contingent consideration | - | - | (54.3) | (54.3) | |||
Derivative instruments in designated hedge accounting relationships | - | (10.9) | - | (10.9) | |||
- | (29.1) | (54.3) | (83.4) | ||||
At 30 September 2014 | Level 1 | Level 2 | Level 3 | Total | |||
Audited | £m | £m | £m | £m | |||
Financial assets | |||||||
Available-for-sale financial assets | - | - | 6.8 | 6.8 | |||
Fair value through profit and loss | |||||||
Derivative instruments not designated in hedge accounting relationships | - | 1.1 | - | 1.1 | |||
Provision for contingent consideration receivable | - | - | 2.7 | 2.7 | |||
Derivative instruments in designated hedge accounting relationships | - | 21.8 | - | 21.8 | |||
- | 22.9 | 9.5 | 32.4 | ||||
Financial liabilities | |||||||
Fair value through profit and loss | |||||||
Derivative instruments not designated in hedge accounting relationships | - | (13.3) | - | (13.3) | |||
Provision for contingent consideration | - | - | (20.2) | (20.2) | |||
Derivative instruments in designated hedge accounting relationships | - | (4.7) | - | (4.7) | |||
- | (18.0) | (20.2) | (38.2) |
There were no transfers between categories in the period.
| |||||||
(i) | The fair value of derivative instruments is determined using market rates of interest and exchange, and established estimation techniques such as discounted cash flow and option valuation models.
| ||||||
(ii) | Available for sale financial assets are recorded at cost less provision for impairment, as since there is no active market upon which they are traded their fair values cannot be reliably measured. The recoverable amount is determined by discounting future cash flows to present value using market interest rates.
Contingent consideration is valued based on the future profitability of the businesses to which the contingent consideration relates, discounted at market rates of interest. |
Reconciliation of level 3 fair value measurement of financial liabilities: |
£m | |||||||
At 30 September 2013 | (26.2) | ||||||
Cash paid to settle contingent consideration in respect of acquisitions | 5.1 | ||||||
Change in fair value of contingent consideration in income | 1.1 | ||||||
Finance charge on discounting of contingent consideration | (1.4) | ||||||
Additions to contingent consideration | (2.6) | ||||||
Contingent consideration owned by subsidiaries acquired | (0.8) | ||||||
Release of payments made in advance in prior year | 4.5 | ||||||
Exchange adjustment | 0.1 | ||||||
At 30 September 2014 | (20.2) | ||||||
Cash paid to settle contingent consideration in respect of acquisitions | 15.1 | ||||||
Change in fair value of contingent consideration in income | (0.4) | ||||||
Finance charge on discounting of contingent consideration | (0.6) | ||||||
Additions to contingent consideration | (48.0) | ||||||
Contingent consideration owned by subsidiaries disposed | 0.8 | ||||||
Adjustment to goodwill | 0.5 | ||||||
Exchange adjustment | (1.5) | ||||||
At 30 September 2015 | (54.3) |
The key inputs into the significant level 3 financial liabilities are the future profitability of the businesses to which the contingent consideration relate and the discount rate. The estimated range of possible outcomes for the fair value of these liabilities is £1.4 million to £355.5 million (2014 £1.1 million to £56.0 million).
| |||||||
A one percentage point increase or decrease in the growth rate in estimating the expected profits, results in the contingent consideration liability at 30 September 2015 increasing or decreasing by £0.5 million and £0.5 million respectively (2014 £0.3 million and £0.3 million) with the corresponding change to the value at 30 September 2015 charged or credited to the Income Statement in future periods.
| |||||||
The rates used to discount contingent consideration range from 0.3% to 3.0% (2014 0.6% to 9.8%). A one percentage point increase or decrease in the discount rate used to discount the expected gross value of payments, results in the liability at 30 September 2015 decreasing or increasing by £1.7 million and £1.7 million respectively (2014 £0.2 million and £0.2 million) with the corresponding change to the value at 30 September 2015 charged or credited to the Income Statement in future periods. |
DMGT | |||||||||
NOTES |
21 | SUMMARY OF THE EFFECTS OF ACQUISITIONS |
On 6 November 2014, the dmg information segment acquired an additional 17.1% of the preferred equity in Petrotranz, Inc. (''Petrotranz'') for consideration of £9.6 million. Petrotranz operates a web-based platform providing automation to the oil and natural gas industries. The Group now owns 50.4% of the preferred equity and having obtained control has treated the difference between the fair value and the carrying value of the investment at the point of obtaining control as a gain during the period.
Petrotranz contributed £4.0 million to the Group's revenue, £2.1 million to the Group's operating profit and £1.0 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2015.
| |
If the acquisition had been completed on the first day of the financial year, Petrotranz would have contributed £4.3 million to the Group's revenue for the year, £2.2 million operating profit and £1.1 million to the Group's adjusted profit after tax for the year.
| |
On 30 January 2015, the dmg media segment acquired 100% of Elite Daily, Inc. ("Elite Daily") for consideration of £17.6 million. Elite Daily operates elitedaily.com, a news and entertainment website focusing on the 18-34 demographic.
| |
Elite Daily contributed £4.7 million to the Group's revenue, a loss of £2.1 million to the Group's operating profit and a loss of £2.0 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2015.
| |
If the acquisition had been completed on the first day of the financial year, Elite Daily would have contributed £6.0 million to the Group's revenue for the year, a loss of £2.6 million to the Group's operating profit and a loss of £2.5 million to the Group's adjusted profit after tax for the year.
| |
On 18 February 2015 the dmg information segment acquired 100% of Starfish Retention Solutions, Inc. ("Starfish") for consideration of £24.1 million. Starfish provides software as a service solutions that enable higher education institutions to leverage student data.
| |
Starfish contributed £4.4 million to the Group's revenue, £1.4 million to the Group's operating profit and £1.4 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2015.
| |
If the acquisition had been completed on the first day of the financial year, Starfish would have contributed £6.7 million to the Group's revenue for the year, £1.2 million to the Group's operating profit and £1.2 million to the Group's adjusted profit after tax for the year.
| |
On 27 April 2015 the dmg information segment acquired 100% of Digital H2O Inc. ("Digital H2O") for consideration of £14.5 million. Digital H2O is a start-up in the water asset management space, providing big data methodologies to facilitate water management in oil and gas exploration and production operations, as well as providing in oilfield services such as disposal well management.
| |
Digital H2O contributed £0.1 million to the Group's revenue, a loss of £0.3 million to the Group's operating profit and a loss of £0.3 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2015.
| |
If the acquisition had been completed on the first day of the financial year, Digital H2O would have contributed £0.1 million to the Group's revenue for the year, a loss of £0.7 million to the Group's operating profit and a loss of £0.7 million to the Group's adjusted profit after tax for the year.
| |
On 11 September 2015 the dmg information segment acquired 100% of Locus Energy, Inc. ("Locus") for consideration of £49.7 million. Locus is a leading solar photovoltaic (PV) performance monitoring and data analytics provider.
| |
Locus contributed £0.8 million to the Group's revenue, a loss of £0.1 million to the Group's operating profit and a loss of £0.1 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2015.
| |
If the acquisition had been completed on the first day of the financial year, Locus would have contributed £11.1 million to the Group's revenue for the year, a loss of £1.5 million to the Group's operating profit and a loss of £1.5 million to the Group's adjusted profit after tax for the year. |
Provisional fair value of net assets acquired with all acquisitions: |
Petrotranz | Elite Daily | Starfish | Digital H2O | Locus | Other | Total | |||
Note | £m | £m | £m | £m | £m | £m | £m | ||
Goodwill | (i) | 26.1 | 18.7 | 21.3 | 13.0 | 41.4 | 19.6 | 140.1 | |
Intangible assets | 10.0 | 5.0 | 8.2 | 2.5 | 17.5 | 12.0 | 55.2 | ||
Property, plant and equipment | - | - | - | 0.1 | 0.1 | 0.1 | 0.3 | ||
Inventories | - | - | - | - | 1.1 | - | 1.1 | ||
Trade and other receivables | (ii) | 1.4 | 1.1 | 0.6 | - | 2.7 | 0.9 | 6.7 | |
Cash and cash equivalents | 0.8 | - | 3.9 | - | 0.1 | 0.8 | 5.6 | ||
Trade and other payables | (0.8) | (5.2) | (7.6) | (0.1) | (6.6) | (2.3) | (22.6) | ||
Deferred tax | (3.8) | (2.0) | (2.3) | (1.0) | (6.6) | (3.7) | (19.4) | ||
Net assets acquired | 33.7 | 17.6 | 24.1 | 14.5 | 49.7 | 27.4 | 167.0 | ||
Non-controlling interest share of net assets acquired | (iii) | (5.6) | - | - | - | - | (3.5) | (9.1) | |
Group share of net assets acquired | 28.1 | 17.6 | 24.1 | 14.5 | 49.7 | 23.9 | 157.9 | ||
Cost of acquisitions: | |||||||||
Total | |||||||||
Note | £m | £m | £m | £m | £m | £m | £m | ||
Cash paid in current year | 9.6 | 15.9 | 24.1 | 2.6 | 23.7 | 9.6 | 85.5 | ||
Fair value of investment in associate on acquisition of control | (iv) | 18.5 | - | - | - | - | - | 18.5 | |
Fair value of investment in joint venture on acquisition of control | (v) | - | - | - | - | - | 5.9 | 5.9 | |
Contingent consideration | (vi) | - | 1.7 | - | 11.9 | 26.0 | 8.4 | 48.0 | |
Total consideration at fair value | 28.1 | 17.6 | 24.1 | 14.5 | 49.7 | 23.9 | 157.9 |
(i) | The amount of goodwill which is deductible for the purposes of calculating the Group's tax charge amounts to £nil.
|
Goodwill arising on these acquisitions is principally attributable to the anticipated profitability relating to the distribution of the Group's products in new and existing markets and anticipated operating synergies from the business combinations.
| |
(ii) | The fair value of trade and other receivables includes trade receivables with a fair value of £3.8 million. The gross contractual amount of trade receivables due is £3.8 million, of which £nil is expected to be uncollectible.
|
(iii) | The non-controlling interest arising during the year relates to the acquisition of Petrotranz Inc., KWG Inc and TreppPort LLC. The value of the non-controlling interest was measured using the share of net assets acquired method.
|
(iv) | During the year the Group increased its interest in Petrotranz held by the dmg information segment and obtained control.
|
(v) | During the year the Group increased its interests in TreppPort Inc. and Commodity Vectors Inc., both held by the dmg information segment and obtained control.
|
(vi) | The contingent consideration recognised during the year principally relates to the acquisitions of Elite Daily Inc., Commodity Vectors Ltd, Energy Fundamentals GmbH, Digital H2O Inc., KWG Inc. and Locus Energy Inc. It is based on future business valuations and profit multiples and has been estimated on an acquisition by acquisition basis using available data forecasts. The contingent consideration is expected to fall due as follows: £4.8 million within one year, £2.5 million between one and two years, and £40.7 million between two and five years.
|
The estimated range of undiscounted outcomes for contingent consideration relating to acquisitions in the year is £1.0 million to £318.4 million. Certain contingent consideration arrangements are not capped since they are based on future business performance.
| |
The contingent consideration has been discounted back to current values in accordance with IFRS 3, Business Combinations. In each case, the Group has used acquisition accounting to account for the purchase. |
DMGT | |||||||||
NOTES |
21 | SUMMARY OF THE EFFECTS OF ACQUISITIONS (CONTINUED) | ||||
A summary of other notable acquisitions completed during the year is as follows: |
Name of acquisition | Segment | % voting rights acquired | Business description | Date of acquisition | Consideration | Intangible assets acquired | Goodwill arising | ||
£m | £m | £m | |||||||
Energy Fundamentals GmbH | dmg information | 100% | Provider of energy market analysis | November 2014 | 3.5 | 2.3 | 2.1 | ||
Commodity Vectors Inc | dmg information | 100% | Provider of advanced maritime analytics | February 2015 | 3.7 | 1.2 | 2.8 | ||
KWG Inc | dmg information | 56.4% | Provider of data and software solutions to mitigate property related compliance issues | July 2015 | 9.3 | 2.7 | 8.8 | ||
TreppPort LLC | dmg information | 51% | Provider of real estate information to financial institutions | July 2015 | 5.0 | 4.6 | 4.4 | ||
All of the companies acquired during the year contributed £16.0 million to the Group's revenue and a loss of £0.9 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2015.
| |
Acquisition related costs amounting to £0.7 million are charged against profits for the period in the Consolidated Income Statement.
| |
If all acquisitions had been completed on the first day of the financial year, Group revenues for the year would have been £1,875.2 million and Group profit attributable to equity holders of the parent would have been £213.5 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 year. |
Purchase of additional shares in controlled entities |
Unaudited | Audited | ||||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||||
£m | £m | ||||||||
Cash consideration | 0.2 | 0.4 |
During the year, the Group acquired additional shares in controlled entities amounting to £0.2 million (2014 £0.4 million). In the prior year, the Group's interest in Euromoney increased by 1.0% following Euromoney's acquisition of 1.8 million of its own shares. Under the Group's accounting policy for the acquisition of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Consolidated Statement of Financial Position. The difference between the cost of the additional shares and the carrying value of the non-controlling interests' share of net assets is adjusted in retained earnings. The adjustment to retained earnings in the year was a charge of £5.9 million (2014 £2.3 million credit). |
Reconciliation to purchase of subsidiaries as shown in the Consolidated Cash Flow Statement |
Unaudited | Audited | ||||||||
Year ended 30 September 2015 | Year ended 30 September 2014 | ||||||||
£m | £m | ||||||||
Cash consideration | 85.5 | 153.4 | |||||||
Cash paid to settle contingent consideration in respect of acquisitions | 15.1 | 5.1 | |||||||
Cash and cash equivalents acquired with subsidiaries | (5.6) | (11.6) | |||||||
Bank overdrafts acquired with subsidiaries | - | (0.1) | |||||||
Purchase of subsidiaries | 95.0 | 146.8 |
Cash paid to settle contingent consideration in respect of acquisitions includes £11.6 million within the Euromoney segment, £3.3 million within the dmg information segment and £0.2 million within the dmg events segment.
| |
The businesses acquired during the year absorbed £0.1 million of the Group's net operating cash flows, £nil was attributable to investing activities and £nil was attributable to financing activities. |
DMGT | |||||||
NOTES |
22 | SUMMARY OF THE EFFECTS OF DISPOSALS |
In October 2014 the dmg media segment sold Jobsite, its remaining digital recruitment asset, for consideration of £92.1 million.
In October 2014 the dmg information segment disposed of Lewtan to Moody's Corporation for consideration of £19.2 million. Lewtan provides analytical tools and data for the structured finance market.
| ||||
In September 2015 the dmg events segment disposed of its digital marketing portfolio to Comexposium Group for consideration of £7.7 million. The portfolio includes interactive advertising and technology exhibition and conference ad:tech, online marketing community iMedia, and invitation-only networking club Collective Group.
| ||||
The net assets disposed in relation to these businesses were as follows: |
Jobsite | Lewtan | Digital marketing | |||||
£m | £m | £m | |||||
Goodwill | 34.8 | 8.3 | 3.2 | ||||
Intangible assets | 3.1 | 8.9 | - | ||||
Property, plant and equipment | 1.3 | 0.6 | 0.2 | ||||
Inventories | - | - | 1.8 | ||||
Trade and other receivables | 8.9 | 7.4 | 2.1 | ||||
Cash and cash equivalents | - | 3.0 | 1.3 | ||||
Trade and other payables | (5.2) | (8.3) | (4.9) | ||||
Corporation tax | - | 0.2 | - | ||||
Deferred tax | 0.2 | (3.3) | 2.8 | ||||
Net assets disposed | 43.1 | 16.8 | 6.5 | ||||
Profit/(loss) on sale | 48.9 | 7.6 | (3.8) | ||||
92.0 | 24.4 | 2.7 | |||||
Satisfied by: | |||||||
Cash received | 92.1 | 19.2 | 7.7 | ||||
Working capital adjustment | 0.4 | - | - | ||||
Recycled cumulative translation differences | - | 5.4 | (3.3) | ||||
Directly attributable costs paid | (0.5) | (0.2) | (1.7) | ||||
92.0 | 24.4 | 2.7 |
During the year Jobsite generated £2.2 million of the Group's net operating cash flows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.
| |
During the year Lewtan absorbed £0.3 million of the Group's net operating cash flows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.
| |
During the year Digital marketing generated £0.4 million of the Group's net operating cashflows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.
| |
The impact of the disposal of all businesses completed during the period on net assets is as follows: |
Prior year assets held for sale disposed in current year | Adjustment on sale | Other current year disposals | Total | ||||
£m | £m | £m | £m | ||||
Goodwill | 43.1 | - | 4.6 | 47.7 | |||
Intangible assets | 11.5 | 0.5 | 1.1 | 13.1 | |||
Property, plant and equipment | 1.9 | - | 0.3 | 2.2 | |||
Inventories | - | - | 1.8 | 1.8 | |||
Trade and other receivables | 15.4 | 0.8 | 2.5 | 18.7 | |||
Cash and cash equivalents | 0.1 | 2.8 | 1.5 | 4.4 | |||
Trade and other payables | (12.9) | (0.6) | (5.3) | (18.8) | |||
Contingent consideration | - | - | (0.8) | (0.8) | |||
Corporation tax | (2.8) | 3.0 | - | 0.2 | |||
Deferred tax | (3.2) | 0.1 | 2.9 | (0.2) | |||
Net assets disposed | 53.1 | 6.6 | 8.6 | 68.3 | |||
Profit on disposal of discontinued operations including recycled cumulative translation differences | 48.9 | ||||||
Profit on disposal of businesses including recycled cumulative translation differences | 8.6 | ||||||
125.8 | |||||||
Satisfied by: | |||||||
Cash received | 120.9 | ||||||
Working capital adjustment | 5.6 | ||||||
Directly attributable costs paid | (3.1) | ||||||
Deferred consideration receivable | 0.3 | ||||||
Recycled cumulative translation differences | 2.1 | ||||||
125.8 | |||||||
Reconciliation to disposal of businesses as shown in the Consolidated Cash Flow Statement: | |||||||
£m | |||||||
Cash consideration net of disposal costs | 117.8 | ||||||
Cash and cash equivalents disposed with subsidiaries | (4.4) | ||||||
Proceeds on disposal of businesses | 113.4 |
There is no tax charge in relation to these disposals (2014 £2.9 million).
| ||||
In addition, the Group's interest in Euromoney was diluted during the year by 0.1% (2014 0.9 %). Under the Group's accounting policy for the disposal of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Condensed Consolidated Statement of Financial Position. The difference between the Group's share of net assets before and after this dilution is adjusted in retained earnings. The adjustment to retained earnings in the year was a charge of £0.2 million (2014 £2.9 million charge).
| ||||
All of the businesses disposed of during the year generated £3.9 million to the Group's net operating cash flows, had £nil attributable to investing activities and £nil attributable to financing activities. |
DMGT | ||||||
NOTES |
23 | DISCONTINUED OPERATIONS |
On 31 October 2014, Jobsite, the Group's remaining digital recruitment asset was sold for consideration of £92.1 million. In March 2014 the Group disposed of its recruitment businesses Broadbean and Oilcareers within the dmg media segment, followed by the disposal in April 2014 of Jobrapido, for which the fair value of total consideration received amounted to £60.4 million. The results of these digital recruitment businesses up to the point of disposal are included in discontinued operations for the current and prior year. |
Unaudited | Audited | |||||
Year ended 30 September 2015 | Year ended 30 September 2014 | |||||
£m | £m | |||||
Revenue | 2.7 | 53.2 | ||||
Expenses | (1.6) | (37.5) | ||||
Depreciation | - | (0.7) | ||||
Amortisation of intangible assets not arising on business combinations | - | (0.5) | ||||
Adjusted operating profit | 1.1 | 14.5 | ||||
Exceptional operating costs | - | (0.1) | ||||
Impairment of goodwill and intangible assets | - | (15.2) | ||||
Amortisation of intangible assets arising on business combinations | - | (1.4) | ||||
Profit/(loss) before tax | 1.1 | (2.2) | ||||
Tax charge | - | (0.3) | ||||
Profit/(loss) after tax attributable to discontinued operations | 1.1 | (2.5) | ||||
Profit on disposal of discontinued operations | 48.9 | 38.3 | ||||
Tax charge on profit on disposal of discontinued operations | - | (2.9) | ||||
Recycled cumulative translation differences on disposal of discontinued operations | - | 1.4 | ||||
Profit attributable to discontinued operations | 50.0 | 34.3 |
Cash flows associated with discontinued operations comprise operating cash flows of £2.2 million (2014 £10.5 million), investing cash flows of £nil (2014 £nil) and financing cash flows of £nil (2014 £nil). |
24 | TOTAL ASSETS AND LIABILITIES OF BUSINESSES HELD-FOR-SALE |
At 30 September 2015, the assets and liabilities held for sale principally relate to the remaining Digital Marketing assets of the dmg events segment and the Group's associate investment in Local World Holdings Limited ("Local World") in the dmg media segment. The majority of the Digital Marketing assets were sold to Comexposium UK Limited on 31 October 2015, with the remainder expected to be disposed before 31 December 2015. The disposal of Local World to Trinity Mirror plc completed in November 2015. The main classes of assets and liabilities comprising the operations classified as held-for-sale are set out in the table below. These assets and liabilities are recorded at their fair value with all losses taken to the Consolidated Income Statement.
| |
In the prior year, the assets and liabilities held for sale represent those of Lewtan in the dmg information segment and the remaining digital recruitment assets in the dmg media segment. |
Unaudited | Audited | |||||
At 30 September 2015 | At 30 September 2014 | |||||
£m | £m | |||||
Goodwill | 0.3 | 43.4 | ||||
Intangible assets | - | 11.5 | ||||
Deferred tax | - | 0.2 | ||||
Property, plant and equipment | 0.1 | 2.0 | ||||
Interests in associates | 24.6 | - | ||||
Inventories | 0.6 | - | ||||
Trade and other receivables | 2.5 | 17.9 | ||||
Cash and cash equivalents | 0.6 | 0.5 | ||||
Total assets associated with businesses held-for-sale | 28.7 | 75.5 | ||||
Trade and other payables | (5.4) | (16.9) | ||||
Current tax | - | (2.8) | ||||
Deferred tax | - | (3.4) | ||||
Provisions | (0.3) | (0.3) | ||||
Total liabilities associated with businesses held-for-sale | (5.7) | (23.4) | ||||
Net assets of the disposal group | 23.0 | 52.1 |
25 | SHARE CAPITAL AND RESERVES |
Share capital at 30 September 2015 amounted to £45.4 million (2014 £49.2 million) .
| ||
During the year the Company disposed of 4.2 million 'A' Ordinary Non-Voting shares, in order to satisfy incentive schemes. This represented 1.2 % of the called up 'A' Ordinary Non-Voting share capital at 30 September 2015.
| ||
The Company also purchased 4.7 million 'A' Ordinary Non-Voting shares having a nominal value of £0.6 million to match obligations under incentive plans. The consideration paid for these shares was £37.9 million.
The Company also purchased 10.8 million 'A' Ordinary Non-Voting shares having a nominal value of £1.4 million as part of a share buyback programme. The consideration paid for these shares was £89.2 million.
| ||
Shares repurchased during the year represented 3.2 % of the called up 'A' Ordinary Non-Voting share capital at 30 September 2015.
| ||
During the year the Company cancelled 30.9 million 'A' Ordinary shares held in treasury.
| ||
At 30 September 2015 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 1,674,579 'A' Ordinary Non-Voting shares (2014 2,667,385 shares). |
DMGT | ||||||
NOTES |
26 | RETIREMENT BENEFIT OBLIGATIONS |
The Group operates a number of pension schemes under which contributions are paid by the employer and employees. The total net pension costs of the Group for the year ended 30 September 2015 were £25.2 million (2014 £28.9 million).
| |
In October 2014 the dmg information segment disposed of Lewtan to Moody's Corporation for consideration of £19.2 million. Lewtan provides analytical tools and data for the structured finance market. | |
In compliance with legislation the Group commenced automatic enrolment of relevant employees into defined contribution pension plans from September 2013. This process will continue to be staged progressively and will be complete during 2016.
| |
The Company operates two main defined benefit schemes, the Harmsworth Pension Scheme ("HPS") and the Senior Executive Pension Scheme ("SEPF"), both of which are now closed to new entrants. The Group has commenced a consultation process with eligible employees with a view to closing HPS in January 2016.
| |
Full actuarial valuations of the defined benefit schemes are carried out triennially by the Scheme Actuary. As a result of the valuations of the main schemes as at 31 March 2013 the Company makes annual contributions of 12.0% or 18.0% of members' basic pay (depending on membership section) for HPS and 28.5% of pensionable pay for SEPF. Following the results of the latest triennial valuation, the Company agreed a recovery plan involving a series of annual funding payments, and in accordance with this arrangement, payments of £23.2 million and £5.5 million were made in line with the due date of 5 October 2014. Between October 2015 and October 2026 further annual payments have been agreed amounting to £305.9 million (excluding the balloon funding payment referred to below in connection with the Limited Partnership investment vehicle). The Company considers that these contribution rates are sufficient to eliminate the deficit over the agreed period. Both the ongoing contributions and Recovery Plan will be reviewed at the next triennial funding valuation of the main schemes due to be completed with an effective date of 31 March 2016.
| |
In February 2014, the Company agreed with the Trustees that should it continue its share buy-back program and that it would make additional contributions to the schemes amounting to 20% of the value of shares bought back. Contributions of £18.2 million relating to this agreement were made in the year to 30 September 2015.
| |
The Company also has a defined benefit obligation relating to the DMGT AVC Plan ("the Plan") which is closed to further member contributions. The most recent actuarial funding valuation of the Plan, carried out with an effective date of 31 March 2014, showed a funding deficit of £3.8 million. The Trustees and the Company have agreed that this funding shortfall will be removed through the expected investment returns, with no further contributions required from the Company.
| |
The Company enabled the Trustee of the HPS to acquire a beneficial interest in a Limited Partnership investment vehicle ("LP"). The LP has been designed to facilitate payment of part of the deficit funding payments described above over a period of 15 years to 2026. In addition, the LP is required to make a final payment to the scheme of £150.0 million or the funding deficit within the scheme on an ongoing actuarial valuation basis at the end of the 15 year period if this is less. For funding purposes, the interest held by the trustee in the LP will be treated as an asset of the scheme and reduce the actuarial deficit within the scheme. However, under IAS19 the LP is not included as an asset of the scheme and therefore is not included in the disclosures below.
| |
The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation as at 30 September 2015. The assumptions used in the valuation are summarised below: |
Unaudited | Audited | |||||
Year ended 30 September 2015 | Year ended 30 September 2014 | |||||
% pa | % pa | |||||
Price inflation | 3.0 | 3.1 | ||||
Salary increases | 2.8 | 3.0 | ||||
Pension increases | 2.8 | 3.0 | ||||
Discount rate | 3.7 | 4.0 |
The discount rate for both scheme liabilities and the fair value of scheme assets reflects yields at the year end date on high quality corporate bonds and are based on a cash flow based yield curve, calculating a single equivalent discount rate reflecting the average duration of the Schemes' liabilities, rounded to the nearest 0.05% pa. In previous years this was set equal to iBoxx 15+ year AA corporate bond index with an adjustment to reflect the upward slope of the yield curve at the Schemes' weighted average duration rounded to the nearest 0.1% pa.
| |
RPI inflation is derived in a similar way to the discount rate but with reference to the Bank of England spot curve at the duration of the Schemes' weighted averaged duration with an appropriate allowance for inflation risk premium (0.30% pa), rounded to the nearest 0.05% pa. In previous years this was derived from the annualised Bank of England spot curve at the duration of the Schemes' weighted averaged duration with an appropriate allowance for an inflation risk premium, rounded to the nearest 0.10% pa.
| |
A reconciliation of the net pension obligation reported in the Consolidated Statement of Financial Position is shown in the following table: |
Unaudited | Audited | |||||
Year ended 30 September 2015 | Year ended 30 September 2014 | |||||
£m | £m | |||||
Present value of defined benefit obligation | (2,437.4) | (2,381.9) | ||||
Assets at fair value | 2,278.1 | 2,170.1 | ||||
Deficit reported in the Consolidated Statement of Financial Position | (159.3) | (211.8) | ||||
Schemes in surplus | 27.7 | 6.4 | ||||
Schemes in deficit | (187.0) | (218.2) | ||||
(159.3) | (211.8) | |||||
27 | CONTINGENT LIABILITIES |
The Group has issued stand by letters of credit of £2.2 million (2014 £1.8 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 Euromoney and three of its employees in respect of an article published in one of Euromoney's magazines, International Commercial Litigation, in November 1995. The writs were served on Euromoney on October 22 1996. Two of these writs have been discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian ringgit 82.6 million (£12.4 million). No provision has been made for these claims in these financial statements as the Directors do not believe that Euromoney has any material liability in respect of these writs. |
DMGT | ||||||
NOTES |
28 | ULTIMATE HOLDING COMPANY |
The Company's immediate parent company is Rothermere Continuation Limited ("RCL"), a company incorporated in Bermuda. |
29 | 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. |
Ultimate Controlling Party | ||||||
RCL is a holding company incorporated in Bermuda. The main asset of RCL is its 100% holding of DMGT Ordinary Shares. RCL has controlled the Company for many years and as such is its immediate parent company. RCL is owned by a trust (the "Trust") which is held for the benefit of Viscount Rothermere and his immediate family. The Trust represents the ultimate controlling party of the Company. Both RCL and the Trust are administered in Jersey, in the Channel Islands. RCL and its directors, the Trust and its beneficiaries are related parties of the Company.
| ||||||
Transactions with Directors | ||||||
During the year, in an arm's length transaction, Euromoney sold a property to Mintel Limited for consideration of £2.3m. Mr N Berry, a Director of DMGT plc, owns 97.0% of Mintel Limited through a family holding.
| ||||||
There were no other material transactions with Directors of the Company during the year, except for those relating to remuneration and shareholdings.
| ||||||
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 | ||||||
Associated Newspapers Limited ("ANL") has a 33.3% (2014 33.3%) shareholding in Fortune Green Limited. During the year, the Group received revenue for newsprint, computer and office services of £0.1 million (2014 £0.5 million). The amount due from Fortune Green Limited at 30 September 2015 was £nil (2014 £0.4 million) after writing off £0.3 million (2014 £nil) following closure of the business during the year.
| ||||||
Daily Mail and General Holdings Limited ("DMGH") has a 38.7% (2014 38.7%) shareholding in Local World Holdings Limited ("Local World"). During the year, the Group provided printing and newspaper services of £18.4 million (2014 £20.2 million) to Local World. Amounts paid to Local World in respect of receivables collected on their behalf and revenue shares amounted to £52.0 million (2014 £57.9 million). During the year Local World were charged £0.6 million (2014 £0.4 million) by the Group for rent and service charges in relation to leasehold and investment properties. The net amount due to Local World from the Group at 30 September 2015 was £2.0 million (2014 £4.6 million). During the year, the Group received dividends of £23.2 million (2014 £6.1 million) from Local World.
| ||||||
During the year, Landmark Information Group Limited ("Landmark") charged management fees of £0.3 million (2014 £0.3 million) to Point X Limited, a joint venture, and recharged costs of £0.1 million (2014 £0.1 million). The amount due from Point X Limited to Landmark at 30 September 2015 was £0.1 million (2014 £nil).
| ||||||
Trepp LLC ("Trepp") previously held a 50.0% (2014 50.0%) interest in TreppPort LLC ("TreppPort"), a joint venture. In July 2015, the Group gained control of TreppPort following the acquisition of an additional 1.0% stake. During the year, Trepp received £nil (2014 £0.3 million) of revenue from TreppPort and also paid TreppPort £nil (2014 £0.3 million) of costs. During the year, Trepp recharged TreppPort salary costs of £nil (2014 £0.1 million). The amount outstanding between Trepp and TreppPort at 30 September 2015 was £nil (2014 £nil).
| ||||||
Trepp has a 18.8% (2014 18.8%) interest in Mercatus Inc., an associate. At 30 September 2015, Trepp held a loan note receivable from Mercatus Inc., amounting to £0.3 million (2014 £nil).
| ||||||
DMGI Land and Property Europe Limited has a 30.0% (2014 30.0%) interest in Ochresoft Technologies Limited ("OTL"), an associate. At 30 September 2015, £0.6 million (2014 £0.2 million) was owed by OTL to Landmark, a subsidiary undertaking.
| ||||||
Decision Insight Information Group (UK) Limited ("DIIG UK") has a 50.0% (2014 50.0%) interest in Decision First Limited ("DF"), a joint venture. During the year, DIIG UK recharged costs to DF amounting to £0.2 million (2014 £0.2 million). At 30 September 2015, £nil (2014 £0.2 million) was owed by DF to DIIG UK.
| ||||||
On-Geo GmbH ("On-Geo") has a 50.0% (2014 50.0%) interest in HypoPort On-Geo GmbH ("HypoPort"), a joint venture. During the year, HypoPort made purchases from On-Geo amounting to £4.9 million (2014 £6.5 million). At 30 September 2015, £1.0 million (2014 £1.2 million) was owed by HypoPort to On-Geo.
| ||||||
On-Geo has a 50.0% (2014 50.0%) interest in Instant Service GmbH ("IS"), a joint venture. During the year IS received revenues from On-Geo amounting to £9.6 million (2014 £6.9 million) and was recharged costs from On-Geo amounting to £0.2 million (2014 £0.2 million). At 30 September 2015, £nil (2014 £1.2 million) was owed by IS to On-Geo.
| ||||||
ANL holds a 50.0% (2014 50.0%) shareholding in Artirix Limited ("Artirix"), a joint venture. During the year, the Group provided services totalling £0.1 million (2014 £nil) to Artirix, with £nil (2014 £nil) remaining due at 30 September 2015.
At 30 September 2015 Artirix owed £nil to various Group companies (2014 £1.7 million).
| ||||||
ANL has a 31.3% (2014 31.8%) shareholding in Zoopla Property Group plc ("Zoopla"), an associate. Net services (under the Transitional Services Agreement) provided by ANL totalled £nil (2014 £0.1 million) for the year, and £nil (2014 £0.2 million) of other transactional payments were made by ANL on behalf of Zoopla. At 30 September 2015 there were no amounts outstanding between the Group and Zoopla (2014 £nil).
During the year, the Group received dividends of £2.7 million (2014 £18.8 million) from Zoopla.
| ||||||
AN Mauritius Limited has a 26.0% (2014 26.0%) interest in Mail Today Newspapers Pte Limited, a joint venture. During the year, additional share capital of £0.1 million (2014 £0.9 million) was invested in Mail Today Newspapers Pte Limited.
| ||||||
ANL has a 50.0% (2014 50.0%) shareholding in Northprint Manchester Limited, a joint venture. The net amount due to ANL of £5.8 million (2014 £5.8 million) has been fully provided.
| ||||||
Northcliffe Media Limited ("NML") has a 25.0% (2014 25.0%) shareholding in Extra Newspapers Limited, an associate. At 30 September 2015, £nil (2014 £0.3 million) was owed to NML.
| ||||||
ANL has a 50.0% (2014 50.0%) interest in Daily Mail.com Australia Pty Limited ("Mail Online Australia"), a joint venture. During the year, ANL provided services amounting to £0.8 million (2014 £1.0 million). At 30 September 2015, Mail Online Australia owed the Group £1.6 million (2014 £1.0 million), of which £0.5 million (2014 £nil) has been fully provided.
| ||||||
During the year the Group received a dividend of £0.1 million (2014 £0.3 million) from Capital Net Limited, an associate. The Group disposed of its investment in Capital Net Limited during the year. |
DMGT | ||||||
NOTES | ||||||
29 | RELATED PARTY TRANSACTIONS (CONTINUED) | |||||
Other related party disclosures |
During the year RCL received a payment of £52,200 relating to legal fees incurred in respect of Zoopla's acquisition of uSwitch and a payment of £10,000 in relation to an Australian tax enquiry.
| |
During the year Lady Rothermere received a payment of £0.1 million relating to consultancy services provided during the refurbishment of Northcliffe House.
| |
Under an agreement to guarantee the income generated from certain property assets held by the Harmsworth Pension Scheme which were purchased from the Group during a prior period, the Group was charged for rent and service charges in relation to the current year amounting to £1.2 million (2014 £1.2 million). At 30 September 2015, the Harmsworth Pension Scheme was owed £0.1 million (2014 £nil) by the Group.
| |
At 30 September 2015 the Group owed £0.8 million (2014 £1.1 million) to the pension schemes which it operates. This amount comprised employees' and employer's contributions in respect of September 2015 payrolls which were paid to the pension schemes in October 2015.
| |
The Group recharges its principal pension schemes with costs of investment management fees. The total amount recharged during the year was £0.5 million (2014 £nil).
| |
Contributions made during the year to the Group's retirement benefit plans are set out in note 26, along with details of the Group's future funding commitments.
| |
In July 2012, the Group entered into a contingent asset partnership whereby a £150.0 million loan note, guaranteed by the Group, was used to commit £10.8 million funding per annum to the Harmsworth Pension Scheme. Interest payable to DMG Pension Partnership Limited Partnership in the year totalled £11.1 million (2014 £11.1 million). |
30 | POST BALANCE SHEET EVENTS | |||||
Disposals |
Following the announcement in October 2015, of the proposed disposal of DMGT's 38.7% equity stake in Local World Holdings Limited ("Local World"), the UK regional news publisher, to Trinity Mirror plc ("Trinity Mirror"), in November 2015 all Local World shareholders disposed of the entirety of their respective shareholdings to Trinity Mirror, with Trinity Mirror acquiring all of the shares in Local World in addition to Trinity Mirror's prior 20.0% holding. DMGT's share of the consideration, net of transaction costs, was £73.0 million. |
Acquisitions | ||||||
On 1 October 2015, the dmg information segment, agreed to acquire the entire share capital of Estate Technical Solutions Ltd ("ETSOS") for expected consideration of £16.1 million from four private shareholders. ETSOS is a property search company, primarily delivering residential and commercial property information to legal professionals, and is based in Lancaster. The acquired business had revenues of £9.0 million and operating profit of £0.5 million, for the year ending 31 December 2014. The provisional fair value of net assets acquired with ETSOS were as follows: |
Provisional fair value of net assets acquired with ETSOS: |
Provisional fair value | ||||||
£m | ||||||
Goodwill | 10.3 | |||||
Intangible assets | 6.3 | |||||
Trade and other receivables | 1.1 | |||||
Cash and cash equivalents | 0.9 | |||||
Trade and other payables | (1.4) | |||||
Deferred tax | (1.1) | |||||
Net assets acquired | 16.1 |
Other Post Balance Sheet Events | ||||||
In reviewing DMGT's capital allocation programme and looking to the future, the Board has decided to continue to utilise part of its authority to make further on-market purchases of the A Ordinary Non-Voting shares as part of an ongoing rolling programme. The size, frequency and number of purchases will depend on the portfolio management of the Group, including anticipated acquisition and disposal activity, and maintaining the preferred gearing ratio.
| ||||||
A board meeting of the Euromoney directors was held on 18 November 2015 and a number of board changes were implemented as proposed by the Euromoney nominations committee. The nominations committee agreed that: (i) the chairman of the board be changed to a non-executive role and that J C Botts be appointed as the non-executive chairman in an interim capacity until such time as the company appoints a permanent independent non-executive chairman; (ii) A Rashbass's role as executive chairman be changed to the new role of chief executive officer; (iii) A Rashbass to step down as chairman of the nominations committee and J C Botts to replace A Rashbass as chairman of the nominations committee until an independent non-executive chairman has been appointed; (iv) C H C Fordham to step down from the nominations committee; and (v) the number of executive directors on the board to reduce and accordingly C H C Fordham, N Osborn, J Wilkinson, B AL-Rehany and D Alfano not to seek re-election at Euromoney's next AGM in January 2016. |
Related Shares:
DMGT.L