19th Nov 2020 07:00
Euromoney Institutional Investor PLC
Full Year Results
19 November 2020
Resilient performance though event revenue reduced by covid-19. Robust balance sheet and a return to paying dividends.
Euromoney Institutional Investor PLC ("Euromoney" or "The Group"), the global B2B information services provider of price discovery, essential market intelligence and events, announces results for the year ended 30 September 2020.
£'m unless stated | 2020 | 2019 | Change | Underlying1 change |
| ||||
Revenue | 335.3 | 401.7 | (17%) | (4%) |
Statutory operating profit | 33.6 | 84.2 | (60%) |
|
Adjusted operating profit1 | 61.5 | 105.4 | (42%) | (7%) |
Adjusted operating profit margin1 | 18% | 26% | (8ppt) |
|
|
|
|
|
|
Statutory profit before tax | 32.9 | 82.9 | (60%) |
|
Adjusted profit before tax1 | 57.4 | 104.6 | (45%) |
|
Statutory diluted earnings per share (p) | 28.8p | 56.6p | (49%) |
|
Adjusted diluted earnings per share (p)1 | 42.7p | 77.6p | (45%) |
|
|
|
|
|
|
Adjusted cash conversion1 | 100% | 89% | +11ppt |
|
Net cash1 | 28.1 | 50.1 | (22.0) |
|
Total dividend per share | 11.4p | 33.1p | (66%) |
|
· Reduction in Group revenue reflecting covid-19 impact on events
· Robust underlying subscriptions growth in Pricing and in Data & Market Intelligence ("DMI") +6% overall
· Investment Research ("IRD") turnaround on track
· Successful delivery of virtual events with good gross margins which protect our market position and attract new customers
· Active cost control while investing in future growth
· Strong balance sheet with net cash of £28.1m as at 30 September 2020
· Return to paying dividends
· Acquired attractive 3.0 businesses within People Intelligence (Wealth-X) and Pricing (AgriCensus)
· 3.0 Strategy unchanged, with clear priorities
|
|
Andrew Rashbass, CEO, said: "Despite covid-19, Euromoney continues to make strategic progress as a 3.0 information-services business. Strong subscriptions growth in Pricing and Data Market Intelligence underpins the resilience and good prospects of the Group. "Euromoney's performance, the cash-generative nature of the business even during the pandemic and the Board's confidence in the outlook mean we are able to invest in growth and recommend the resumption of dividend payments. "These results in difficult times, and our plans, are testament to the skill and determination of our people and the quality of our brands and businesses."
| |
1 Adjusted measures exclude the impact of the amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy. A detailed reconciliation of the Group's adjusted and underlying results, adjusted cash conversion and net cash is set out on pages 7 to 10 of this statement. |
Outlook
Demand for price reporting and essential market intelligence remains strong with good visibility for Pricing and DMI subscriptions. The turnaround of IRD is on track. Covid-19 remains a headwind and while there has been media speculation on potential vaccines in recent weeks, government intentions on social distancing measures and large events remain unclear. We are an agile event operator and will be ready and able to move fast to run physical events as and when restrictions are lifted. Euromoney's performance, the cash-generative nature of the business even during the pandemic and the Board's confidence in the outlook mean we are able to invest in growth and recommend the resumption of dividend payments.Operating review
The Group reacted quickly to the biggest global crisis in decades to protect the health and wellbeing of our employees, customers and business partners and to reduce costs and preserve cash. These market conditions have reinforced our view that our strategy to become a 3.0 business is the right one for generating long-term value for shareholders. The strategy is to actively manage a portfolio of businesses that provide information services embedded in clients' critical workflow, in markets where information, data and convening market participants are highly valued. We serve markets which are semi-opaque, that is, where information which organisations need to operate effectively exists but is hard to find. These are characterised by resilient and robust recurring subscription revenue, and when applied to events, large deal-making events or subscription-membership models. The attractions of our business model are even more important in the current weaker business environment. Aligned with this strategy, organic investment across our 3.0 subscription business has continued.
During the year Group subscription revenue grew by +3%, driven by Pricing +7% and DMI +35%. DMI subscription revenue growth was boosted by the full-year impact from two successful People Intelligence acquisitions; BoardEx (February 2019) and Wealth-X (November 2019). Both Pricing and DMI achieve high renewal rates averaging 90%. Within Asset Management the turnaround of IRD subscriptions continues but there is a material drag from events-based subscriptions at Institutional Investor.
As a result of covid-19, much of the world experienced restrictions during the second half of the year and event revenue fell by £70m. The Group took swift and decisive action to mitigate some of this impact by reducing costs and successfully introducing virtual events. The Group hosted over 200 virtual events over six months, which generated gross profit, maintained customer relationships and reached new customers. Virtual event highlights include IMN's CLOs Virtual Conference and ITW, the global event in the wholesale telecoms industry which nearly 4,000 delegates attended. The Group will return to including physical events quickly when government and company restrictions are eased.
In April 2020, the Group announced it would remain the long-term owner of its Asset Management segment, which comprises of Institutional Investor and IRD. The turnaround of IRD remains on track. This, together with opportunities from new-products and the businesses working more closely together, means that the Asset Management segment will be a source of great value within the Group.
Acquisitions remain a core part of the Group's strategy. In November 2019, Euromoney acquired Wealth-X for $21.4m. Wealth-X is the market-leading provider of data and intelligence on the world's wealthiest individuals and is a strong strategic fit with BoardEx, our executive profiling and relationship mapping business. In March 2020 we acquired AgriCensus, a price reporting agency for global agricultural commodity markets.
There are five clear Group priorities which enable the delivery of the 3.0 strategy, a strategy which remains unchanged.
1) Organic investment in 3.0 businesses to drive growth and improve resilience
2) Bolt-on acquisitions to accelerate the 3.0 strategy
3) Returning IRD to growth
4) Post covid-19, delivering strong blended events moving to a 3.0 membership model
5) Supporting scale and efficiency by the roll-out of further standardised platforms
These priorities will create a stronger higher-growth Group to deliver value to shareholders over time.
For further information, please contact:
Euromoney Institutional Investor PLC
Wendy Pallot, Chief Financial Officer: +44 20 7779 8866; [email protected]
Jo Britten, Investor Relations: +44 (0)775 392 8523; [email protected]
FTI Consulting
Charles Palmer / Jamie Ricketts / Jamille Smith: +44 20 3727 1000; [email protected]
NOTE TO EDITORS
Euromoney is a global information business providing essential B2B information in price discovery, market intelligence and events across our segments. Euromoney is listed on the London Stock Exchange and is a member of the FTSE 250 share index. (www.euromoneyplc.com)
Financial review
When reviewing performance, the Board considers a number of adjusted performance measures, as set out on pages 7 to 10. In line with our policy, event cancellations due to covid-19 are adjusted for in the underlying measures.
The Group reports under three segments: Asset Management; Pricing; and Data & Market Intelligence.
Pricing: 25% of Group Revenues
The Pricing segment consists of one business, Fastmarkets, Euromoney's price reporting agency. Fastmarkets provides commodity price benchmarks and analysis critical for our clients' business processes and workflows as well as commodity-related events. Fastmarkets is active in the metals and mining, forest-products and agriculture sectors. Pricing is a 3.0 business and its business model benefits from high barriers to entry. It has significant headroom for growth.
£'m unless stated | 2020 | 2019 | Change | Underlying1 change |
Revenue | ||||
Subscriptions | 73.9 | 68.9 | 7% | 7% |
Events | 6.6 | 15.4 | (57%) | (10%) |
Other | 3.1 | 5.6 | (45%) | (45%) |
Total | 83.7 | 89.9 | (7%) | 2% |
Adjusted operating profit1 | 32.3 | 33.0 | (2%) | 15% |
Adjusted operating profit margin %1 | 39% | 37% | 2ppt |
|
Revenue in Pricing fell 7% with robust performance in subscriptions offset by the covid-19 impact on events.
Subscription revenue, which accounts for nearly 90% of total segment revenue, grew a robust 7% on both a reported and underlying basis, from strong data-licensing sales during the first half. The weaker business environment impacted new sales and renewals, with second-half subscription growth of 5%. The subscription Book-of-Business ("BoB"), which is a lead growth indicator, grew by 4.1% year-on-year at 30 September 2020.
Events revenue, which accounts for 8% of total segment revenue declined 57% on a reported basis and 10% on an underlying basis, continuing the soft trend previously disclosed at the half-year.
Adjusted operating profit improved 15% on an underlying basis reflecting significant cost savings, net of investments made to drive growth. £3m of these savings, such as staff bonuses, are one-off in nature and we expect these costs will return in the current financial year.
The Pricing segment continues to invest in future growth through the roll-out of the new Fastmarkets platform which is delivering enhanced value to customers with a better customer interface. Following the acquisition of AgriCensus, agricultural commodities have become Fastmarkets' third commodity vertical, in addition to its leading market position in forest products and metals and mining.
Data & Market Intelligence: 40% of Group Revenues
The Data & Market Intelligence segment brings together complementary brands that deliver market intelligence, embedded workflow solutions, including deal-making events, and business development services. We continue to invest in growth including product management and sales and marketing to create efficiency and scale across the segment. To improve organisational efficiency within the segment, the Telecoms division was merged into the Financial & Professional Services ("FPS") division from 1 October 2020. The FPS division has four pillars: People Intelligence, NextGen, Derivatives, and Events.
£'m unless stated | 2020 | 2019 | Change | Underlying1 change |
Subscriptions | 72.8 | 53.8 | 35% | 4% |
Events | 41.3 | 91.9 | (55%) | 0% |
Other | 19.9 | 21.9 | (9%) | (9%) |
Total | 134.1 | 167.6 | (20%) | 1% |
Adjusted operating profit1 | 20.9 | 50.1 | (58%) | 6% |
Adjusted operating profit margin %1 | 16% | 30% | (14ppt) |
|
DMI revenues fell 20% on a reported basis because of the covid-19 impact on events revenues. On an underlying basis revenue grew 1%.
Subscription revenue, which accounts for 54% of segment revenue, increased by 4% on an underlying basis, benefiting from strong growth in the People Intelligence and NextGen pillars, including brands such as Insurance Insider. Renewal rates for the segment remained high during the period at around 90%, demonstrating the importance to customers of the products and solutions we provide. The subscription BoB grew 5.0% year-on-year at 30 September 2020.
Events revenue, which accounted for 31% of the segment, was flat on an underlying basis, although down 55% on a reported basis. DMI ran 180 virtual events in the second half of the year, including the global wholesale-telecoms event, ITW.
Other revenues, which consist of advertising, consultancy and thought leadership, grew 8% in the first half of the year. In the second half, business confidence affected these revenues, leading to a full year revenue decline of 9%, on both a reported and underlying basis.
The integration of Wealth-X, the market-leading provider of data-driven intelligence on the world's wealthiest individuals, is on track. Wealth-X is highly complementary to BoardEx, a leader in executive profiling and relationship mapping which enables cross-sell opportunities. Together, People Intelligence revenues grew more than 10% year-on-year.
DMI adjusted underlying operating profit increased 6%, mainly due to the growth in underlying revenue and strong cost management more than offsetting the continued investment in the business.
Asset Management: 35% Group revenues
The Asset Management segment includes our brands and businesses that serve the global asset management industry; BCA Research, Ned Davis Research and Institutional Investor. This segment provides independent research that enables our clients to make informed investment decisions; runs networks and conferences that bring asset allocators and asset managers together in an effective and efficient way; and provides news and data that are critical for the industry to stay informed and make deals.
£'m unless stated | 2020 | 2019 | Change | Underlying1 change |
Subscriptions | 101.6 | 117.9 | (14%) | (14%) |
Events | 5.9 | 16.9 | (65%) | (10%) |
Other | 11.3 | 10.8 | 5% | 14% |
Total | 118.8 | 145.6 | (18%) | (12%) |
Adjusted operating profit1 | 44.9 | 62.1 | (28%) | (20%) |
Adjusted operating profit margin %1 | 38% | 43% | (5ppt) |
|
Asset Management revenue declined 18% on a reported basis, driven by the 14% reduction in subscriptions. There are two different trends in this segment: Institutional investor (38% of segment revenue) saw a decline of 27% in subscriptions revenue, because it is an event-based subscription business which is impacted by government and company restrictions on travel and face-to-face events. The turnaround of IRD (62% of segment revenue) is on track, with subscription renewal rates improving during the year following sales and marketing investment. The 12-month moving average renewal rate as at the year-end was 86%. We maintain our target to return the non-vote subscription BoB to growth by the end of financial year 2022, which will result in revenue growth during 2023.
Asset Management adjusted operating profit fell 20% on an underlying basis, driven by the reduction in divisional revenues.
Group adjusted operating profit
£'m unless stated | 2020 | 2019 | Change | Underlying1 change |
Segmental adjusted operating profit | 98.1 | 145.2 | (32%) | (6%) |
FX losses on forward contracts | (1.3) | (3.5) |
|
|
Sold /closed businesses | - | 0.4 |
|
|
Central costs | (35.3) | (36.7) | 4% |
|
Group adjusted operating profit1 | 61.5 | 105.4 | (42%) | (7%) |
Group adjusted operating profit margin %1 | 18% | 26% | (8ppt) |
|
The £70m reduction in event revenues, from the cancellation of physical events, significantly impacted adjusted operating profit which fell to £61.5m. On an underlying basis Group adjusted operating profit decreased 7%, with growth in Pricing and DMI and lower central costs unable to offset the decline in Asset Management. During the second half of the year, in response to covid-19, the Group took swift action to cut over £15m of costs. These savings included a reduction in bonus payments and travel expenses. The majority of these savings are one-off and will return during 2021 which will impact like-for-like margin performance next year. In September, the Group announced a restructure and cost reduction programme, mainly impacting our events businesses. The reorganisation will drive efficiencies and will include the creation of a Group events operations centre of excellence. Gross savings, before investment in other areas, are estimated at £15m.
During 2021, the Group will continue to invest in growth opportunities focused on the 3.0 subscription businesses. These investments include an additional £5m in people and an increased technology spend (2021: capex forecast £13m). New technology will drive a £2m increase in depreciation in 2021.
Adjusted profit before tax declined 45%, reflecting lower operating profit and higher interest costs, which was mainly due to the adoption of IFRS 16. Adjusted diluted earnings per share declined 45% to 42.7p (2019: 77.6p). Statutory profit before tax was £32.9m (2019: £82.9m).
Other financial items
Exceptional items
Following a notification from HMRC, the Group was able to release a provision of £10.6m as an exceptional credit, which was originally recognised in the 2019 financial statements, in respect of UK VAT for the four years ended 30 September 2018.
The Group also released £6.7m of the £8.2m provision, of which £6.1m is included in exceptional items, held in respect of payroll taxes with an additional £0.6m release for interest as an adjusted finance item. This provision was originally recognised in 2019, when prior year results were restated, and covered the six years ended 30 September 2019.
In September 2020, the Group announced a major restructuring programme. The £9.0m cost of this programme is included within exceptional items.
An impairment of £1.7m has been recognised relating to the customer relationships capitalised as part of the acquisition of Broadmedia and Layer123, due to the lower retention rates of customers than originally estimated.
Other exceptional costs consist of expenditure associated with the acquisition of BoardEx and The Deal, Wealth-X and AgriCensus, which is treated as exceptional due to the magnitude of the costs. Also included are costs incurred to support the strategic review of Asset Management. The recognition of the earn-out payments in relation to the AgriCensus acquisition are treated as compensation costs and included in exceptional items.
Tax
The adjusted effective tax rate for the period ended 30 September 2020 is 20% (2019: 20%) which is based on adjusted profit before tax and excludes deferred tax movements on intangible assets, tax on exceptional items, prior year items and other tax adjusting items as described below. The tax rate in each year depends mainly on the geographic mix of profits and applicable tax rates. We expect that the adjusted effective tax rate for the next financial year will be in line with the current year rate.
The Group's statutory effective tax rate is 6% for the period ended 30 September 2020 compared to 26% in 2019. The decrease is driven by large current and deferred tax credits in respect of amendments to US corporate state income tax filings and the recognition of state tax losses respectively, which were partially offset by a tax charge arising on exceptional items. The basis for the calculation of the effective tax rate and further details relating to the US state income tax adjustment can be found in note 5.
In addition to the two successful UK tax settlements noted above, the Group's appeal against a previously disclosed, but not provided for, Canadian tax exposure has now been resolved, following the Canada Revenue Agency offer to consent to judgement, resulting in no liability for the Group. A tax refund (including interest) of C$10.5m (£6.1m) is expected by the end of the year.
Dividend
In recognition of the strong balance sheet and confidence in the business, the Board has decided to resume dividend payments and recommend a final dividend for the financial year 2020 of 11.4 pence per share. (2019: 22.3 pence per share). Our dividend policy is to pay out approximately 40% of adjusted diluted earnings per share, subject to the capital needs of the business. This recommendation is subject to shareholder approval at our AGM on 11 February 2021 and, if approved, will be paid on 16 February 2021 to shareholders on the register at the close of business on 27 November 2020. The Board chose not to declare an interim dividend, so the total dividend for the year ended 30 September 2020 is 11.4 pence per share, (2019: 33.1 pence dividend).
Net cash and cash flow
Net cash at 30 September 2020 was £28.1m, excluding lease liabilities, compared with £50.1m at last year end. This decrease in net cash largely reflects payments for acquisitions in the year totalling £24.8m and the payment of the 2019 final dividend of £24.0m. Lower year on year cash generated from operations, as a result of the impact of covid-19 on trading performance, was partly mitigated by cost savings.
The Group's adjusted cash conversion for the 12 months to September 2020 was 100% (2019: 89%). The calculation has been revised in both years, to include capital expenditure, which better reflects the Group's cash generation. Cash conversion is normally very strong reflecting the robustness of the Group's subscription businesses. The 11ppt rise has been driven, in part, by the adoption of IFRS16 classification of lease payments as a financing activity from 1 October 2019.
In April 2020, the Group's committed bank facility was extended to December 2022 and the limit was reduced to £188m. At 30 September 2020, the facility was undrawn with an additional £130m uncommitted accordion facility still available. On 11 May 2020, Euromoney was confirmed in principle as an eligible issuer for the Covid Corporate Financing Facility with an issuer limit of £125m. This facility remains undrawn. As a result of performance being more robust than originally anticipated in the covid-19 environment, the Group has repaid to HMRC all the money received under the UK Government furlough scheme.
Currency
The Group generates approximately 75% of its revenues in US dollars, including approximately 40% of its UK revenues and two thirds of the Group's operating profit. The exposure to US dollar revenues in the UK businesses is partially hedged using forward contracts to sell US dollars, which delays the impact of movements in exchange rates for at least a year.
The average sterling-US dollar rate for the year to 30 September 2020 was $1.28 (2019: $1.28). This had no material impact to headline revenue for the year but increased adjusted profit before tax by 2% despite the average rate being unchanged because of movements during the year. Each one cent movement in the US dollar rate has an impact on translated profits, net of UK revenue hedging, of approximately £0.5m on an annualised basis. The Group also translates its non-sterling denominated balance sheet items, which resulted in a loss in 2020 of £1.1m (2019: £0.6m).
Impact of adopting new accounting standards
The Group has adopted IFRS16 from 1 October 2019. As a result, major building leases and lease liabilities have come onto the balance sheet. This has reduced profit before tax by £0.7m for the year ended 30 September 2020.
Prior year restatement
Following the conclusion of the strategic review of Asset Management, this segment no longer meets the classification criteria of discontinued operations and held for sale, so the prior year income statement has been restated accordingly.
Definitions
Adjusted measures exclude the impact of amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy. A detailed reconciliation of the Group's adjusted and underlying results is set out on pages 7 to 10 of this statement.
Underlying measures are the adjusted results stated at constant exchange rates, including pro forma prior year comparatives for acquisitions and new business launches and excluding disposals, business closures and significant event and publication timing differences, including proforma prior year adjustments for the application of new accounting standards.
CAUTIONARY STATEMENT
This Preliminary Statement ("Statement") 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 Statement save as would arise under English law. Statements contained in this Statement 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 Company'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 Statement. 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 Statement. 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 Euromoney Institutional Investor PLC share for the current or future financial years would necessarily match or exceed the historical published earnings per Euromoney Institutional Investor PLC 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.
LEI Number: 213800PZU2RGHMHE2S67
Appendix to Preliminary Statement
Reconciliation of Consolidated Income Statement to adjusted results for the year ended 30 September 2020.
The Directors believe that the adjusted measures provide additional useful information for shareholders to evaluate and compare the performance of the business from period to period. These measures are used by management for budgeting, planning and monthly reporting purposes and are the basis on which executive management is incentivised. The non-IFRS measures also enable the Group to track more easily and consistently the underlying operational performance by separating out the following types of exceptional income, charges and non-cash items.
In the 2019 Annual Report and Accounts adjusted results included continuing operations and discontinued operations for Asset Management. As outlined in note 1 to the Preliminary Statement, Asset Management no longer meets the discontinued operations classification and the income statement is presented as continuing operations in this Preliminary Statement.
Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising trademarks and brands, customer relationships and databases); exceptional items; share of associates' and joint ventures' acquired intangibles amortisation and exceptional items; net movements in deferred consideration and acquisition commitments; fair value remeasurements; related tax items and other adjusting items described below.
The amortisation of acquired intangible assets is adjusted as the premium paid relative to the net assets on the balance sheet of the acquired business is classified as either goodwill or as an intangible asset arising on a business combination and is recognised on the Group's balance sheet. This differs to organically developed businesses where assets such as employee talent and customer relationships are not recognised on the balance sheet. Impairment and amortisation of intangible assets and goodwill arising on acquisitions are excluded from adjusted results as they are balance sheet items that relate to historical M&A activity.
Exceptional items are items of income or expense considered by the Directors to be significant, non-recurring and not attributable to underlying trading. It is Group policy to treat as exceptional significant earn-out payments required by IFRS to be recognised as a compensation cost. IFRS requires that earn-out payments to selling shareholders retained in the acquired business for a contractual time period are treated as a compensation cost. Given that these payments are in substance part of the cost of an investment and will not recur once the earn-out payments have been made, they have been excluded from adjusted profit.
During the second half of 2019, the Group provided for a potential payroll taxes liability of £8.2m (including interest of £0.6m). In February 2020, a settlement was agreed with HMRC of £1.2m and the remaining £6.7m provision was released after netting off £0.3m of professional fees. The Group also provided for a VAT exposure of £11.3m (including interest) relating to the understatement of UK VAT on intra-group transactions in respect of the four years ended 30 September 2018. During the first half of 2020, the Group engaged with HMRC on the matter and on 11 May 2020, was notified by HMRC that no VAT was due on these transactions. The previously held provision for £11.3m has been released in full. The release of the provisions for the payroll taxes and VAT have been classified as exceptional items and the related interest has been treated as adjusted finance income because these items are not expected to recur.
Adjusted finance costs exclude interest arising on any uncertain tax provisions, as these provisions are not in the ordinary course of business and relate to tax adjusting items.
In respect of earnings, adjusted amounts reflect a tax rate that includes the current tax effect of goodwill and intangible assets. Many of the Group's acquisitions, particularly in the US, give rise to significant tax savings as the amortisation of goodwill and intangible assets on acquisition is deductible for tax purposes. The Group considers that the resulting adjusted effective tax rate is therefore more representative of its tax payable position. Tax on exceptional items are excluded as these items are adjusted in accordance with Group policy. Adjustments in respect of prior years are also removed from the adjusted tax expense as they do not relate to current year underlying trading.
Further analysis of the adjusting items is presented in notes 2, 3, 4, 5, 8 and 10 to the Preliminary Statement.
The Group has applied these principles in calculating adjusted measures and it is the Group's intention to continue to apply these principles in the future.
The reconciliation on page 8 sets out the adjusted results of the Group and the related adjustments to the statutory Income Statement that the Directors consider necessary to provide useful and comparable information about the Group's adjusted trading performance.
|
| 2020 | 2019 |
| ||||
| Notes | Statutory£000 | Adjustments £000 | Adjusted £000 | Restated1 Statutory£000 | Restated1 Adjustments £000 | Adjusted £000 |
|
Revenue | 2 | 335,256 | - | 335,256 | 401,673 | - | 401,673 |
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit | 2 | 61,481 | - | 61,481 | 105,443 | - | 105,443 |
|
Acquired intangible amortisation | 8 | (23,039) | 23,039 | - | (25,143) | 25,143 | - |
|
Exceptional items | 3 | (4,811) | 4,811 | - | 3,856 | (3,856) | - |
|
|
|
|
|
|
|
|
|
|
Operating profit |
| 33,631 | 27,850 | 61,481 | 84,156 | 21,287 | 105,443 |
|
Operating profit margin |
| 10% | - | 18% | 21% | - | 26% |
|
Share of results in associates and joint ventures | 10 | (495) | 154 | (341) | (88) | (38) | (126) |
|
|
|
|
|
|
|
|
|
|
Finance income | 4 | 4,141 | (3,850) | 291 | 1,873 | (675) | 1,198 |
|
Finance expense | 4 | (4,368) | 307 | (4,061) | (3,082) | 1,214 | (1,868) |
|
Net finance costs | 4 | (227) | (3,543) | (3,770) | (1,209) | 539 | (670) |
|
|
|
|
|
|
|
|
|
|
Profit before tax |
| 32,909 | 24,461 | 57,370 | 82,859 | 21,788 | 104,647 |
|
Tax expense on profit | 5 | (2,125) | (9,432) | (11,557) | (21,666) | 820 | (20,846) |
|
Profit for the year |
| 30,784 | 15,029 | 45,813 | 61,193 | 22,608 | 83,801 |
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
|
Equity holders of the parent |
| 30,978 | 14,968 | 45,946 | 60,929 | 22,586 | 83,515 |
|
Equity non-controlling interests |
| (194) | 61 | (133) | 264 | 22 | 286 |
|
|
| 30,784 | 15,029 | 45,813 | 61,193 | 22,608 | 83,801 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share | 7 | 28.8p |
| 42.7p | 56.6p |
| 77.6p |
|
1 In the 2019 Annual Report and Accounts the results for the year ended 30 September 2019 were split between continuing and discontinued operations. As outlined in note 1 to the Preliminary Statement, Asset Management no longer meets the classification criteria of discontinued operations and all of the results are presented as continuing operations in this Preliminary Statement.
Underlying measures
When assessing the performance of our businesses, the Board considers the adjusted results. The year-on-year change in adjusted results may not, however, be a fair like-for-like comparison as there are a number of factors which can influence growth rates but which do not reflect underlying performance.
Underlying results include adjusted results and are stated:
· | At constant exchange rates, with the prior year comparatives being restated using current year exchange rates; | |
· | Including pro forma prior year comparatives for acquisitions and new business launches and excluding all results for disposals or business closures; | |
· | Excluding events and publications which took place in the comparative period but did not take place in the current period, and events and publications which took place in the current period but did not take place in the comparative period are added into the comparative period at the same amount. For example, this means we adjust for: | |
| o | Biennial events; |
| o | Events which run in one of the current or comparative periods due to changes in the event date; and |
| o | Cancelled events that did not take place in the current year, including cancellation costs. |
· | Including pro forma prior year adjustments for the application of new accounting standards. |
The Group's adjusted and underlying measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. The adjusted and underlying measures used by the Group are not necessarily comparable with those used by other companies.
The following table sets out the reconciliation from statutory to underlying for revenue, operating profit and profit before tax:
| 2020 £000 | 2019 £000 | Change % |
Statutory revenue | 335,256 | 401,673 | (17%) |
Net M&A and closed businesses | - | 15,872 |
|
Timing differences and event cancellations | - | (70,660) |
|
Foreign exchange | - | 1,951 |
|
Underlying revenue | 335,256 | 348,836 | (4%) |
|
|
|
|
Statutory operating profit | 33,631 | 84,156 | (60%) |
Adjustments | 27,850 | 21,287 |
|
Adjusted operating profit | 61,481 | 105,443 | (42%) |
Net M&A and closed businesses | - | 633 |
|
Timing differences and event cancellations | - | (42,744) |
|
Foreign exchange | - | 1,672 |
|
IFRS 16 | - | 1,321 |
|
Underlying operating profit | 61,481 | 66,325 | (7%) |
|
|
|
|
Statutory profit before tax | 32,909 | 82,859 | (60%) |
Adjustments | 24,461 | 21,788 |
|
Adjusted profit before tax | 57,370 | 104,647 | (45%) |
Net M&A and closed businesses | - | 300 |
|
Timing differences and event cancellations | - | (42,744) |
|
Foreign exchange | - | 1,674 |
|
IFRS 16 | - | (556) |
|
Underlying profit before tax | 57,370 | 63,321 | (9%) |
Cash conversion
Cash conversion measures the percentage by which adjusted cash generated from operations covers adjusted operating profit.
| 2020 £000 | 2019 £000 |
Adjusted operating profit | 61,481 | 105,443 |
Cash generated from operations | 57,368 | 92,407 |
Exceptional items | 14,646 | 10,519 |
Capital expenditure | (10,570) | (10,002) |
Other working capital adjustments | - | 627 |
Adjusted cash generated from operations | 61,444 | 93,551 |
Adjusted cash conversion % | 100% | 89% |
Adjusted cash generated from operations is after adjusting for the cash impact relating to exceptional items, capital expenditure and significant timing differences affecting the movement on working capital. For the year ended 30 September 2020, exceptional cash payments largely consist of cash paid to acquire new businesses and to support the strategic review of Asset Management. For the year ended 30 September 2019, exceptional cash payments largely consist of cash paid for acquisition and disposal costs and deferred compensation costs in relation to acquisitions. The other working capital adjustments in 2019 are largely the result of the landlord's contribution to the fit-out of the New York office which were amortised over the period of the lease and the rent-free period of the London and New York offices, these adjustments are no longer applicable in 2020 as accounted for in accordance with IFRS 16.
The following table sets out the cash movements in the year and reconciliation to adjusted net cash:
Net cash | 2020 £000 | 2019 £000 |
Total cash and cash equivalents at 1 October | 50,078 | 78,273 |
Net decrease in cash and cash equivalents | (19,601) | (30,151) |
Increase in borrowings | 880 | - |
Effect of foreign exchange rate movements | (3,264) | 1,956 |
Total cash and cash equivalents at 30 September | 28,093 | 50,078 |
|
|
|
Net cash comprises: |
|
|
Cash at bank and short-term deposits | 28,093 | 49,751 |
Classified as held for sale | - | 327 |
Total cash and cash equivalents | 28,093 | 50,078 |
Net cash | 28,093 | 50,078 |
Average exchange rate adjustment | 619 | (1,452) |
Adjusted net cash | 28,712 | 48,626 |
The following table sets out the reconciliation from adjusted operating profit to adjusted EBITDA: |
|
|
Adjusted EBITDA | 2020 £000 | 2019 £000 |
Adjusted operating profit | 61,481 | 105,443 |
Share of results in associates and joint ventures | (341) | (126) |
Add back: |
|
|
Intangible amortisation on licences and software | 2,860 | 2,099 |
Depreciation of property, plant and equipment | 2,908 | 2,744 |
Depreciation of right of use assets | 7,785 | - |
Share of associates' interest, depreciation and amortisation | 163 | - |
IFRS 16 adjustments | (7,711) | - |
M&A annualised adjustment | (136) | 2,425 |
Adjusted EBITDA | 67,009 | 112,585 |
Adjusted net cash to EBITDA ratio | 0.43 | 0.43 |
The Group's borrowing facilities contain certain covenants, including the ratio of adjusted net debt to EBITDA. The amounts and foreign exchange rates used in the covenant calculations are subject to adjustments as defined under the terms of the arrangement. The facility's covenant requires the Group's net debt to be no more than three times adjusted EBITDA and requires minimum levels of interest cover of three times on a rolling 12-month basis.
The bank covenant ratio uses an average exchange rate in the calculation of net debt and includes discontinued operations and an annualised adjustment attributable to acquisitions and disposals in the calculation of adjusted EBITDA. When businesses are acquired after the beginning of the financial year, the calculation of adjusted EBITDA includes EBITDA attributable to the business as if the acquisition had been completed on the first day of the financial year. The calculation excludes the EBITDA of any businesses disposed of during the year.
The bank covenant ratio is adjusted to remove the impact of IFRS 16. This means that the adjusted EBITDA for covenant compliance calculations includes an entry for the rental expense which would have been recognised for the Group's leases had the transition to IFRS 16 not taken place. To be consistent with the bank covenant calculations, net cash is defined to exclude lease liabilities.
Consolidated Income Statement
for the year ended 30 September 2020
| Notes | 2020£000 | Restated1 2019£000 |
|
Revenue | 2 | 335,256 | 401,673 |
|
|
|
|
|
|
Operating profit before acquired intangible amortisation and exceptional items | 2 | 61,481 | 105,443 |
|
Acquired intangible amortisation | 8 | (23,039) | (25,143) |
|
Exceptional items | 3 | (4,811) | 3,856 |
|
|
|
|
|
|
Operating profit | 2 | 33,631 | 84,156 |
|
Share of results in associates and joint ventures | 10 | (495) | (88) |
|
|
|
|
|
|
Finance income | 4 | 4,141 | 1,873 |
|
Finance expense | 4 | (4,368) | (3,082) |
|
Net finance costs | 4 | (227) | (1,209) |
|
|
|
|
|
|
Profit before tax | 2 | 32,909 | 82,859 |
|
Tax expense on profit | 5 | (2,125) | (21,666) |
|
Profit for the year | 2 | 30,784 | 61,193 |
|
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
| 30,978 | 60,929 |
|
Equity non-controlling interests |
| (194) | 264 |
|
|
| 30,784 | 61,193 |
|
Earnings per share |
|
|
|
|
Basic | 7 | 28.8p | 56.6p |
|
Diluted | 7 | 28.8p | 56.6p |
|
|
|
|
|
|
Dividend per share (including proposed dividends) | 6 | 11.4p | 33.1p |
|
1 In the 2019 Annual Report and Accounts the results for the year ended 30 September 2019 were split between continuing and discontinued operations. As outlined in note 1 to the Preliminary Statement, Asset Management no longer meets the classification criteria of discontinued operations and all of the results are presented as continuing operations in this Preliminary Statement.
A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out on pages 7 to 10.
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2020
|
| 2020£000 | 2019£000 |
Profit for the year |
| 30,784 | 61,193 |
|
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
Change in fair value of cash flow hedges |
| 1,838 | (5,061) |
Transfer of losses on cash flow hedges from fair value reserves to Income Statement: |
|
|
|
Foreign exchange losses in revenue |
| 1,300 | 3,483 |
Foreign exchange losses in administrative expenses |
| 523 | 361 |
Net exchange differences on translation of net investments in overseas subsidiary undertakings |
| (17,437) | 22,644 |
Net exchange differences on foreign currency loans |
| (3,781) | 1,524 |
Fair value remeasurements |
| - | 2,131 |
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
Actuarial gains/(losses) on defined benefit pension schemes |
| 3,005 | (5,175) |
Tax (loss)/credit on actuarial gains/losses on defined benefit pension schemes |
| (468) | 880 |
|
|
|
|
Other comprehensive (expense)/income for the year |
| (15,020) | 20,787 |
|
|
|
|
Total comprehensive income for the year |
| 15,764 | 81,980 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
| 15,958 | 81,716 |
Equity non-controlling interests |
| (194) | 264 |
|
| 15,764 | 81,980 |
Consolidated Statement of Financial Position
as at 30 September 2020
| Notes | 2020£000 | 2019£000 |
Non-current assets |
|
|
|
Intangible assets |
|
|
|
Goodwill | 8 | 456,343 | 246,281 |
Other intangible assets | 8 | 201,713 | 159,140 |
Property, plant and equipment |
| 14,454 | 15,294 |
Right of use assets | 9 | 53,404 | - |
Investment in associates and joint ventures | 10 | 8,836 | 5,271 |
Convertible loan note |
| - | 3,759 |
Deferred tax assets |
| 4,018 | 2,232 |
Retirement benefit asset |
| 566 | 1,511 |
Other non-current assets |
| 422 | 317 |
Derivative financial instruments |
| 307 | 93 |
|
| 740,063 | 433,898 |
Current assets |
|
|
|
Trade and other receivables |
| 71,428 | 48,955 |
Contract assets |
| 1,454 | 1,457 |
Current income tax assets |
| 10,602 | 4,362 |
Cash and cash equivalents |
| 28,093 | 49,751 |
Derivative financial instruments |
| 782 | 219 |
Total assets of businesses held for sale |
| - | 292,356 |
|
| 112,359 | 397,100 |
Current liabilities |
|
|
|
Acquisition commitments |
| (15) | (986) |
Deferred consideration |
| - | (138) |
Trade and other payables |
| (27,885) | (43,929) |
Lease liabilities | 12 | (9,142) | - |
Current income tax liabilities |
| (15,824) | (16,564) |
Accruals |
| (44,013) | (48,562) |
Contract liabilities |
| (132,615) | (87,150) |
Derivative financial instruments |
| (914) | (3,578) |
Provisions |
| (7,272) | (785) |
Total liabilities of businesses held for sale |
| - | (71,534) |
|
| (237,680) | (273,226) |
Net current (liabilities)/assets |
| (125,321) | 123,874 |
Total assets less current liabilities |
| 614,742 | 557,772 |
Consolidated Statement of Financial Position
as at 30 September 2020 continued
| Notes | 2020£000 | 2019£000 |
Non-current liabilities |
|
|
|
Acquisition commitments |
| - | (1,640) |
Lease liabilities | 12 | (60,999) | - |
Other non-current liabilities |
| (216) | (227) |
Contract liabilities |
| (1,936) | (1,278) |
Deferred tax liabilities |
| (28,104) | (17,718) |
Retirement benefit obligation |
| (3,130) | (7,723) |
Derivative financial instruments |
| (134) | (293) |
Provisions |
| (2,848) | (2,845) |
|
| (97,367) | (31,724) |
Net assets |
| 517,375 | 526,048 |
|
|
|
|
Shareholders' equity |
|
|
|
Called up share capital | 13 | 273 | 273 |
Share premium account |
| 104,636 | 104,306 |
Other reserve |
| 64,981 | 64,981 |
Capital redemption reserve |
| 56 | 56 |
Own shares |
| (14,592) | (19,682) |
Reserve for share-based payments |
| 38,686 | 40,120 |
Fair value reserve |
| (23,528) | (27,087) |
Translation reserve |
| 122,427 | 143,243 |
Retained earnings |
| 224,436 | 218,795 |
Equity shareholders' surplus |
| 517,375 | 525,005 |
Equity attributable to non-controlling interests |
| - | 1,043 |
Total equity |
| 517,375 | 526,048 |
Approved by the Board of Directors on 18 November 2020.
Consolidated Statement of Changes in Equity
for the year ended 30 September 2020
| Called up share capital £000 | Share premium account £000 | Other reserve £000 | Capital redemption reserve £000 | Own shares £000 | Reserve forshare-based payments £000 | Fairvalue reserve £000 | Translation reserve £000 | Retained earnings £000 | Total£000 | Non-controlling interests £000 | Total equity £000 |
At 1 October 2018 | 273 | 103,790 | 64,981 | 56 | (20,462) | 39,687 | (28,001) | 119,075 | 199,630 | 479,029 | - | 479,029 |
Profit for the year | - | - | - | - | - | - | - | - | 60,929 | 60,929 | 264 | 61,193 |
Other comprehensive income/(expense) for the year | - | - | - | - | - | - | 914 | 24,168 | (4,295) | 20,787 | - | 20,787 |
Total comprehensive income for the year | - | - | - | - | - | - | 914 | 24,168 | 56,634 | 81,716 | 264 | 81,980 |
Recognition of acquisition commitments | - | - | - | - | - | - | - | - | (1,429) | (1,429) | - | (1,429) |
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | - | - | - | 779 | 779 |
Share-based payments | - | - | - | - | - | 883 | - | - | - | 883 | - | 883 |
Cash dividend paid | - | - | - | - | - | - | - | - | (35,586) | (35,586) | - | (35,586) |
Exercise of share options | - | 516 | - | - | 780 | (450) | - | - | (330) | 516 | - | 516 |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | (124) | (124) | - | (124) |
At 30 September 2019 | 273 | 104,306 | 64,981 | 56 | (19,682) | 40,120 | (27,087) | 143,243 | 218,795 | 525,005 | 1,043 | 526,048 |
Consolidated Statement of Changes in Equity
for the year ended 30 September 2020 continued
| Called up share capital £000 | Share premium account £000 | Other reserve £000 | Capital redemption reserve £000 | Own shares £000 | Reserve forshare-based payments £000 | Fairvalue reserve £000 | Translation reserve £000 | Retained earnings £000 | Total£000 | Non-controlling interests £000 | Total equity £000 |
At 30 September 2019 | 273 | 104,306 | 64,981 | 56 | (19,682) | 40,120 | (27,087) | 143,243 | 218,795 | 525,005 | 1,043 | 526,048 |
Impact of adopting IFRS 16 | - | - | - | - | - | - | - | - | (1,989) | (1,989) | - | (1,989) |
At 1 October 2019 | 273 | 104,306 | 64,981 | 56 | (19,682) | 40,120 | (27,087) | 143,243 | 216,806 | 523,016 | 1,043 | 524,059 |
Profit/(loss) for the year | - | - | - | - | - | - | - | - | 30,978 | 30,978 | (194) | 30,784 |
Other comprehensive income/(expense) for the year | - | - | - | - | - | - | 3,661 | (21,218) | 2,537 | (15,020) | - | (15,020) |
Total comprehensive income/(expense) for the year | - | - | - | - | - | - | 3,661 | (21,218) | 33,515 | 15,958 | (194) | 15,764 |
Share-based payments | - | - | - | - | - | (729) | - | - | 2,992 | 2,263 | - | 2,263 |
Cash dividend paid | - | - | - | - | - | - | - | - | (23,994) | (23,994) | - | (23,994) |
Exercise of acquisition option commitments | - | - | - | - | - | - | - | - | 849 | 849 | (849) | - |
Exercise of share options | - | 330 | - | - | 5,090 | (705) | - | - | (4,385) | 330 | - | 330 |
Reclassification of reserves | - | - | - | - | - | - | (102) | 402 | (300) | - | - | - |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | (1,047) | (1,047) | - | (1,047) |
At 30 September 2020 | 273 | 104,636 | 64,981 | 56 | (14,592) | 38,686 | (23,528) | 122,427 | 224,436 | 517,375 | - | 517,375 |
The other reserve represents the share premium arising on the shares issued for the purchase of Metal Bulletin plc in October 2006.
The investment in own shares is held by the Euromoney Employee Share Ownership Trust and Euromoney Employee Share Trust. The trusts waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the trusts as incurred and included in the Consolidated Financial Statements.
| 2020Number | 2019Number |
Euromoney Employees' Share Ownership Trust | 58,976 | 58,976 |
Euromoney Employee Share Trust | 1,179,662 | 1,593,198 |
Total | 1,238,638 | 1,652,174 |
Nominal cost per share (p) | 0.25 | 0.25 |
Historical cost per share (£) | 11.78 | 11.91 |
Market value (£000) | 9,946 | 24,452 |
Consolidated Statement of Cash Flows
for the year ended 30 September 2020
| Notes | 2020£000 | 2019 £000 |
Cash flow from operating activities |
|
|
|
Operating profit |
| 33,631 | 84,156 |
Long-term incentive (credit)/expense and salary deferral |
| 2,261 | 883 |
Acquired intangible amortisation | 8 | 23,039 | 25,143 |
Licences and software amortisation | 8 | 2,860 | 2,099 |
Depreciation of property, plant and equipment |
| 2,908 | 2,744 |
Depreciation and impairment of right of use assets | 9 | 7,785 | - |
Loss on disposal of property, plant and equipment |
| 115 | 19 |
Impairment charge | 3 | 1,727 | 2,410 |
Amendment to defined benefit pension plan | 3 | - | (1,224) |
Profit on disposal of businesses/associates | 3 | - | (16,998) |
Increase/(decrease) in provisions |
| 6,389 | (552) |
Profit on deemed disposal of associate |
| - | (687) |
Operating cash flows before movements in working capital |
| 80,715 | 97,993 |
Decrease in receivables |
| 1,752 | 6,122 |
Decrease in payables |
| (25,099) | (11,708) |
Cash generated from operations |
| 57,368 | 92,407 |
Income taxes paid |
| (7,139) | (38,418) |
Net cash generated from operating activities |
| 50,229 | 53,989 |
|
|
|
|
Investing activities |
|
|
|
Interest received |
| 310 | 1,128 |
Purchase of intangible assets | 8 | (9,110) | (8,379) |
Purchase of property, plant and equipment |
| (1,967) | (1,637) |
Proceeds from disposal of property, plant and equipment |
| 507 | 14 |
Purchase of businesses/subsidiary undertakings, net of cash acquired | 11 | (23,999) | (68,101) |
Proceeds from disposal of businesses | 11 | - | 19,653 |
Dividends received from associates |
| - | 197 |
Receipt of deferred consideration |
| 176 | 9,671 |
Payment of deferred consideration |
| (134) | (232) |
Net cash used in investing activities |
| (34,217) | (47,686) |
Consolidated Statement of Cash Flows
for the year ended 30 September 2020 continued
| Notes | 2020£000 | 2019 £000 |
Financing activities |
|
|
|
Dividends paid | 6 | (23,994) | (35,586) |
Interest paid |
| (2,130) | (1,287) |
Capital element of lease repayments |
| (6,071) | - |
Interest element of lease repayments |
| (1,985) | - |
Issue of new share capital | 13 | 330 | 516 |
Proceeds from borrowings |
| 67,857 | - |
Decrease in borrowings |
| (68,737) | - |
Purchase of additional interest in subsidiary undertakings | 11 | (883) | (97) |
Net cash used in from financing activities |
| (35,613) | (36,454) |
|
|
|
|
Net decrease in cash and cash equivalents |
| (19,601) | (30,151) |
Cash and cash equivalents at beginning of year (including held for sale) |
| 50,078 | 78,273 |
Effect of foreign exchange rate movements |
| (2,384) | 1,956 |
Cash and cash equivalents at end of year (including held for sale) |
| 28,093 | 50,078 |
Cash and cash equivalents classified as held for sale |
| - | (327) |
Cash and cash equivalents at end of year |
| 28,093 | 49,751 |
Notes to the Preliminary Statement
1. Basis of Preparation
While the financial information contained in this 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 and interpretations issued by the IFRS Interpretations Committee (IFRS IC), this announcement does not itself contain sufficient information to comply with IFRS.
The information for the year ended 30 September 2020 does not constitute statutory accounts for the purposes of section 435 of the Companies Act 2006. A copy of the accounts for the year ended 30 September 2019 has been delivered to the Registrar of Companies. The auditors' 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 accounts for the year ended 30 September 2020 have been audited and finalised on the basis of the financial information presented by the Directors in this Preliminary Statement and will be delivered to the Registrar of Companies following the Annual General Meeting.
Accounting Policies
The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments.
The same accounting policies, presentation and methods of computation are followed in these financial statements as were applied in the Group's 2019 annual audited financial statements, except as described below.
· | IFRS 16 'Leases' - mandatory for reporting periods starting on or after 1 January 2019 |
· | IFRIC 23 'Uncertainty over Income Tax Treatments' - mandatory for reporting periods starting on or after 1 January 2019 |
· | Amendment to IFRS 16 'Leases' covid-19 rent concessions - the mandatory effective date of implementation is 1 June 2020 |
The adoption and impact of these new pronouncements from 1 October 2019 have been disclosed within this note.
Certain changes to IFRS will be applicable to the Group Financial Statements in future years. Set out below are those which are considered to be most relevant to the Group.
Relevant new standards, amendments and interpretations issued but effective subsequent to the year end, which have been endorsed by the European Union:
· | Amendment to definition of a business in IFRS 3 'Business Combinations' - the mandatory effective date of implementation is 1 January 2020 |
· | Amendments to Interest Rate Benchmark Reform phase 1 - 'Financial Instruments' - IFRS 9, IAS 39 and IFRS 7 - the mandatory effective date of implementation is 1 January 2020 |
· | Amendments to IAS 1 'Presentation of Financial Statements' - the mandatory effective date of implementation is 1 January 2020 |
· | Amendments to IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors' - the mandatory effective date of implementation is 1 January 2020 |
· | Amendments to the Conceptual framework - the mandatory effective date of implementation is 1 January 2020 |
| As at 30 September 2020, the following standards have not been endorsed by the European Union: |
· | Amendments to Interest Rate Benchmark Reform phase 2 - 'Financial Instruments' - IFRS 9, IAS 39, IFRS 7 and IFRS 16 - the mandatory effective date of implementation is 1 January 2021 |
· | Amendments to classification of liabilities in IAS 1 'Presentation of Financial Statements' - the mandatory effective date of implementation is 1 January 2022. |
1 Basis of Preparation continued
IFRS 16 'Leases'
On 1 October 2019 the Group adopted IFRS 16, 'Leases', using the modified retrospective transition method. As permitted under the specific transitional provisions in the Standard, comparatives for 2019 have not been restated and the cumulative impact on the Group's Financial Statements has been applied by adjusting the relevant opening balances on 1 October 2019.
On adoption of IFRS 16, the Group recognised liabilities for a number of leases for office premises, which had previously been classified as operating leases, in accordance with IAS 17, 'Leases'. These have been measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate (IBR) determined for each lease. The weighted average IBR applied to the leases on transition at 1 October 2019 was 2.77%. The Group did not have any leases which would have been classified as finance leases, under IAS 17. The right of use (ROU) assets were recognised using a mixture of the 'simplified' and 'asset' transition methods, Under the 'simplified' method the right of use asset is equal to the present value of future lease payments. Under the 'asset' method the right of use asset is calculated as if IFRS 16 had always been applied.
A reconciliation of the operating lease commitments disclosed in the 2019 Annual Report and Accounts to the lease liabilities on transition to IFRS 16 is as follows:
| £000 |
Operating lease commitments at 30 September 2019 | 87,708 |
Short term exemption | (40) |
Leases not within scope of IFRS 161 | (71) |
Leases with terms starting after transition | (3,303) |
Gross lease liabilities at 1 October 2019 | 84,294 |
Discounting | (12,690) |
Additional lease liabilities as a result of the initial application of IFRS 16 as at 1 October 2019 | 71,604 |
Current liabilities | 8,162 |
Non-current liabilities | 63,442 |
1 Commitments for access to shared workspaces where it has been determined that 'right of use' criteria specified in IFRS 16 have not been met.
The change in accounting policy affected the following items in the balance sheet on 1 October 2019:
| £000 |
Increase in right of use assets2 | 56,732 |
Increase in lease liabilities | 71,604 |
Increase in deferred tax assets | 254 |
Decrease in deferred tax liabilities | 352 |
Decrease in accruals | 12,277 |
Decrease in retained earnings | 1,989 |
2 All of the right of use assets relate to property.
The carrying value of ROU assets at 30 September 2020 was £53.4m, this is disclosed on the face of the balance sheet. The carrying value of the lease liabilities at 30 September 2020 was £9.1m in current liabilities and £61.0m in non-current liabilities.
Under the previous accounting treatment, lease expenses were charged to the Income Statement on a straight-line basis as an operating expense. Under IFRS 16, a depreciation charge is recognised on the right of use assets and a finance expense recognised arising from the lease liability. While the total expense over the life of the lease will be consistent, the charge in any one year could be different.
The change in accounting policy for the leases on transition reduced the Group's earnings per share by 0.4p in 2020.
The Group has taken advantage of the following practical expedients when implementing IFRS 16, as allowed by the standard:
· | On initial application, IFRS 16 only applies to contracts that would have previously been classified as leases under IAS 17 'Leases'; |
· | The Group has relied on its onerous lease assessment instead of performing an impairment review over the right of use assets upon adoption; and |
1 Basis of Preparation continued
· | Initial direct costs are excluded from the measurement of the right of use asset at the date of initial application. |
Following transition, the Group has also applied the practical expedient to expense to the Income Statement leases with a term of 12 months or less; and for assets that would have cost less than $5,000.
Leases accounting policy:
The Group recognises all leases on the Statement of Financial Position, apart from in cases where the lease is for a period of less than 12 months or is for an asset with a low value. Lease liabilities are recognised at the present value of future lease payments, determined using the implicit interest rate in the lease where available, or using an incremental borrowing rate appropriate to the subsidiary and lease term where an implicit interest rate is not available or appropriate.
A corresponding right of use asset is recognised, equivalent to the value of the lease liability which is depreciated in a straight line over the shorter of the useful economic life of the asset and the lease term. The depreciation is recognised as an administrative expense within overheads.
The unwinding of the discount on the present value of the lease liability is recognised as a finance charge over the lease term. Rent payments are used to reduce the lease liability and are disclosed as debt repayments in the Statement of Cash Flows.
Lease terms include any options to extend when it is reasonably certain that the extension will be taken.
Low value and short-term leases continue to be charged to the Income Statement on a straight-line basis.
The Group's leases relate to property, mainly offices.
Basis of preparation
Having assessed the principal risks and the other matters discussed in connection with the viability statement, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing this Preliminary Statement.
Going concern, debt covenants and liquidity
At 30 September 2020, the Group's net cash position, excluding lease liabilities, was £28.1m and comprised entirely of cash and cash equivalents. During the year the Group's committed revolving credit facility was extended to December 2022 and the limit of the facility reduced to £188m. At 30 September 2020 the facility was undrawn. The facility's covenants requires the Group's net debt to be no more than three times adjusted 12-month EBITDA and requires minimum levels of interest cover of three times on a 12-month basis. The values and foreign exchange rates used in the covenant calculations are subject to adjustments from the statutory numbers as defined under the terms of the facility agreement. At 30 September 2020, the Group was in a net cash position and unlevered.
The uncertainty as to the future impact on the Group of the covid-19 outbreak has been considered as part of the Group's adoption of the going concern basis. The Group has not identified any material uncertainties in its going concern assessment.
As previously announced, it is unlikely the Group will run physical events until December 2020 and the effect of covid-19 on broader economic activity could impact the ability to generate new sales.
The Group has taken swift and decisive action to reduce costs and preserve cash, while supporting employees, serving customers and protecting the long-term health of the business. The Group had taken steps to minimise non-contractual spend, postpone capital expenditure, freeze pay, limit new hires, utilise government support schemes, swapping an element of salaries for shares, run virtual events and not declaring an interim dividend.
Taking into account reasonably possible changes in trading performance, the Group's forecasts and projections, out to the going concern assessment period of 12 months from the date of signing the Financial Statements, show that the Group should be able to operate within the level and covenants of its current and available borrowing facilities.
In making the going concern assessment, the Directors have also modelled a severe but plausible downside that assumes no physical events in the year ending 30 September 2021 and a fall of 10% in non-events businesses versus the plan. Under this scenario, the Group maintains sufficient liquidity and is projected to satisfy covenants required by the RCF after taking measures to preserve cash.
Based on the results of the viability statement, the Directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period under review.
1 Basis of Preparation continued
Restatements
Following the conclusion of the strategic review of Asset Management on 30 April 2020, whereby it was announced that the Group is to remain the long-term owner of Asset Management, the segment no longer meets the classification criteria of discontinued operations and held for sale. As a result, the Income Statement is no longer split into continuing and discontinued operations, for either 2019 or 2020. The assets and liabilities on the Statement of Financial Position remain classified as held for sale at 30 September 2019 as the business was held for sale at that point.
The balances disclosed as held for sale at 30 September 2019 were as follows:
Asset Management | 2019£000 |
Goodwill | 213,030 |
Acquired intangible assets | 50,165 |
Licenses and software including internally generated assets | 2,821 |
Property, plant and equipment | 604 |
Trade and other receivables | 20,383 |
Deferred consideration receivable | 185 |
Contract assets | 1,450 |
Derivative financial instruments | 23 |
Current income tax assets | 3,368 |
Cash and cash equivalents | 327 |
Total assets of the business held for sale | 292,356 |
|
|
Trade and other payables | (661) |
Accruals | (13,769) |
Contract liabilities | (44,853) |
Derivative financial instruments | (106) |
Deferred tax liabilities | (12,145) |
Total liabilities of the business held for sale | (71,534) |
2 Segmental analysis
Segmental information is presented in respect of the Group's segments and reflects the Group's management and internal reporting structure. From 1 October 2019, the Pricing, Data & Market Intelligence segment split into two separate segments; Pricing and Data & Market Intelligence. The Banking & Finance segment was incorporated into the Data & Market Intelligence segment. The Group is now organised into three segments: Pricing; Data & Market Intelligence; and Asset Management.
Revenues generated in the Pricing and Asset Management segments are primarily from subscriptions. Data & Market Intelligence revenues consist mainly of subscriptions, sponsorship and delegates revenue. A breakdown of the Group's revenue by type is set out below.
Events revenue consists of sponsorship and delegates revenue. Advertising revenue is included in other revenue.
The comparative split of segmental revenues, revenue by type, operating profits, acquired intangible amortisation, exceptional items and depreciation and amortisation has been restated to reflect the Pricing, Data & Market Intelligence segment splitting into two separate segments and the Banking & Finance segment being incorporated into the Data & Market Intelligence segment.
The Asset Management segment which was classified as discontinued operations in the 2019 Annual Report and Accounts no longer meets the classification criteria of discontinued operations and all of the results are presented as continuing operations in this Preliminary Statement.
Analysis of the Group's three main geographical areas is also set out to provide additional information on the trading performance of the businesses.
2 Segmental analysis continued
2020 | Subscriptions and content £000 | Events£000 | Other£000 | Totalrevenue£000 |
Revenue by segment and type: |
|
|
|
|
Pricing | 73,927 | 6,620 | 3,120 | 83,667 |
Data & Market Intelligence | 72,820 | 41,343 | 19,948 | 134,111 |
Asset Management | 101,589 | 5,857 | 11,332 | 118,778 |
| 248,336 | 53,820 | 34,400 | 336,556 |
Foreign exchange losses on forward contracts | - | - | (1,300) | (1,300) |
Revenue | 248,336 | 53,820 | 33,100 | 335,256 |
2019 | Subscriptions and content £000 | Events£000 | Other£000 | Totalrevenue£000 |
Revenue by segment and type: |
|
|
|
|
Pricing | 68,926 | 15,377 | 5,622 | 89,925 |
Data & Market Intelligence | 53,771 | 91,930 | 21,911 | 167,612 |
Asset Management | 117,891 | 16,942 | 10,789 | 145,622 |
| 240,588 | 124,249 | 38,322 | 403,159 |
Sold/closed businesses | - | 1,997 | - | 1,997 |
Foreign exchange losses on forward contracts | - | - | (3,483) | (3,483) |
Revenue | 240,588 | 126,246 | 34,839 | 401,673 |
Events revenue of £53.8m (2019: £126.2m) and print advertising of £7.9m (2019: £13.2m) are recognised at a point in time. The remaining subscription and online advertising revenue is recognised over time.
| United Kingdom | North America | Rest of World | Eliminations | Total | |||||
| 2020£000 | 2019£000 | 2020£000 | 2019£000 | 2020£000 | 2019£000 | 2020£000 | 2019£000 | 2020£000 | 2019£000 |
Revenue by segment and source: |
|
|
|
|
|
|
|
|
|
|
Pricing | 36,314 | 42,800 | 44,207 | 43,339 | 3,277 | 3,928 | (131) | (142) | 83,667 | 89,925 |
Data & Market Intelligence | 102,585 | 129,123 | 31,834 | 35,302 | 9,499 | 6,433 | (9,807) | (3,246) | 134,111 | 167,612 |
Asset Management | - | - | 118,834 | 145,696 | - | - | (56) | (74) | 118,778 | 145,622 |
Sold/closed businesses | - | - | - | - | - | 1,997 | - | - | - | 1,997 |
Foreign exchange losses on forward contracts | (1,300) | (3,483) | - | - | - | - | - | - | (1,300) | (3,483) |
Revenue | 137,599 | 168,440 | 194,875 | 224,337 | 12,776 | 12,358 | (9,994) | (3,462) | 335,256 | 401,673 |
Revenue by destination | 48,784 | 56,523 | 173,458 | 200,826 | 113,014 | 144,324 | - | - | 335,256 | 401,673 |
2 Segmental analysis continued
| United Kingdom | North America | Rest of World | Total | ||||
| 2020£000 | 2019£000 | 2020£000 | 2019£000 | 2020£000 | 2019£000 | 2020£000 | 2019£000 |
Adjusted operating profit1 by segment and source: |
|
|
|
|
|
|
|
|
Pricing | 14,089 | 18,417 | 22,532 | 18,026 | (4,336) | (3,449) | 32,285 | 32,994 |
Data & Market Intelligence | 19,112 | 40,755 | 4,642 | 10,051 | (2,892) | (724) | 20,862 | 50,082 |
Asset Management | - | 3 | 44,913 | 62,148 | - | - | 44,913 | 62,151 |
Sold/closed businesses | - | (134) | - | (7) | - | 590 | - | 449 |
Unallocated corporate costs | (34,828) | (35,898) | (1,481) | (2,808) | (270) | (1,527) | (36,579) | (40,233) |
Adjusted operating profit1 | (1,627) | 23,143 | 70,606 | 87,410 | (7,498) | (5,110) | 61,481 | 105,443 |
Acquired intangible amortisation2 (note 8) | (5,420) | (7,128) | (17,581) | (17,977) | (38) | (38) | (23,039) | (25,143) |
Exceptional items (note 3) | 6,033 | 15,861 | (10,732) | (9,233) | (112) | (2,772) | (4,811) | 3,856 |
Operating profit/(loss) | (1,014) | 31,876 | 42,293 | 60,200 | (7,648) | (7,920) | 33,631 | 84,156 |
Share of results in associates and joint ventures (note 10) |
|
|
|
|
|
| (495) | (88) |
Finance income (note 4) |
|
|
|
|
|
| 4,141 | 1,873 |
Finance expense (note 4) |
|
|
|
|
|
| (4,368) | (3,082) |
Profit before tax |
|
|
|
|
|
| 32,909 | 82,859 |
Tax expense on profit (note 5) |
|
|
|
|
|
| (2,125) | (21,666) |
Profit for the year |
|
|
|
|
|
| 30,784 | 61,193 |
1 A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out on pages 7 to 10.
2 Acquired intangible amortisation represents amortisation of acquisition-related non-goodwill assets such as trademarks and brands, customer relationships, databases and software (note 8).
| Acquired intangible amortisation | Exceptional items | Depreciation and amortisation | |||
| 2020£000 | 2019£000 | 2020£000 | 2019£000 | 2020£000 | 2019£000 |
Other segmental information by segment: |
|
|
|
|
|
|
Pricing | (6,783) | (6,884) | (1,689) | (2,081) | (1,722) | (713) |
Data & Market Intelligence | (6,440) | (4,701) | (6,874) | (5,835) | (1,303) | (193) |
Asset Management | (9,638) | (10,928) | (8,748) | (2,494) | (2,374) | (352) |
Sold/closed businesses (excluding GMID) | - | (2,432) | 173 | 14,226 | - | (9) |
Unallocated corporate costs | (178) | (198) | 12,327 | 40 | (8,154) | (3,576) |
Total | (23,039) | (25,143) | (4,811) | 3,856 | (13,553) | (4,843) |
2 Segmental analysis continued
The closing net book value of goodwill, other intangible assets, property, plant and equipment, right of use assets and investments is analysed by geographic area as follows:
| United Kingdom | North America | Rest of World | Total | ||||
| 2020£000 | 2019£000 | 2020£000 | 2019£000 | 2020£000 | 2019£000 | 2020£000 | 2019£000 |
Goodwill | 112,822 | 102,367 | 338,751 | 139,246 | 4,770 | 4,668 | 456,343 | 246,281 |
Other intangible assets | 57,289 | 42,763 | 143,976 | 115,898 | 448 | 479 | 201,713 | 159,140 |
Property, plant and equipment | 4,109 | 4,617 | 10,225 | 10,310 | 120 | 367 | 14,454 | 15,294 |
Right of use assets | 21,906 | - | 30,344 | - | 1,154 | - | 53,404 | - |
Investments | 8,836 | 5,271 | - | - | - | - | 8,836 | 5,271 |
Non-current assets | 204,962 | 155,018 | 523,296 | 265,454 | 6,492 | 5,514 | 734,750 | 425,986 |
Additions to property, plant and equipment | (251) | (112) | (2,302) | (1,409) | (29) | (117) | (2,582) | (1,637) |
Additions to right of use assets | (1,914) | - | (1,858) | - | (792) | - | (4,564) | - |
The Group has taken advantage of paragraph 23 of IFRS 8 'Operating Segments' and does not provide segmental analysis of net assets as this information is not used by the Directors in operational decision making or monitoring of business performance.
3 Exceptional items
Exceptional items are items of income or expense considered by the Directors as being significant, non-recurring and which require additional disclosure in order to provide an indication of the underlying trading performance of the Group.
| 2020£000 | 2019£000 |
VAT provision release | 10,633 | - |
Payroll taxes provision release | 6,143 | - |
Restructuring | (8,954) | - |
Impairment charges | (1,727) | (2,410) |
Other exceptional costs | (10,906) | (11,956) |
Profit on disposal of businesses/associates | - | 16,998 |
Amendment to defined benefit pension scheme | - | 1,224 |
| (4,811) | 3,856 |
For the year ended 30 September 2020, the Group recognised exceptional costs of £4.8m.
The Group released a provision of £10.6m originally recognised in the 2019 Financial Statements in respect of UK VAT on supplies between UK group companies for the four years ended 30 September 2018. The potential exposure was identified during the second half of the prior year and after discussing the matter with HMRC during the first half of 2020, the Group was notified on 11 May 2020 by HMRC that no VAT was due on these supplies.
The Group released £6.1m of the £8.2m provision held in respect of payroll taxes with an additional £0.6m release for interest as an adjusted finance item (note 4). This provision was originally recognised in the 2019 Annual Report and Accounts with a restatement for previously unidentified liabilities for payroll taxes covering the six years to 30 September 2019. Following a meeting with HMRC in February 2020, a settlement amount of £1.2m was agreed in April 2020 and the Group incurred £0.3m of professional fees.
Costs of £9.0m as a result of the major restructuring across the Group are included in exceptional items. A provision of £7.0m was recognised during the year for exceptional severance costs associated with the restructuring programme announced in September 2020. Normal restructuring costs of £0.6m are not treated as exceptional items.
Following the impairment review assessment, an impairment of £1.7m has been recognised relating to the customer relationships of Broadmedia and Layer123 due to the low retention rates of customers.
3 Exceptional items continued
Other exceptional costs consist of expenditure associated with the acquisition of BoardEx and The Deal, Wealth-X and AgriCensus, and have been treated as exceptional due to the magnitude of the costs. Also included are costs incurred to support the strategic review of Asset Management as well as significant costs associated with an acquisition that did not complete. The recognition of the earn-out payments for the acquisition of Site Seven Media Ltd (TowerXchange) and AgriCensus are treated as compensation costs and included in exceptional items.
Management has consistently applied its definition of exceptional items in 2020 and has made no adjustments to capture incremental costs associated with covid-19.
The Group's tax charge includes a related tax credit on exceptional items of £0.1m (note 5).
For the year ended 30 September 2019, the Group recognised an exceptional credit of £3.9m.
The Group sold Mining Indaba for a profit of £17.0m.
The impairment charge related to goodwill of £2.4m resulting from the closure of Centre for Investor Education (CIE). Costs associated with this closure are included in the other exceptional costs and restructuring.
The Trustees of the Metal Bulletin plc Pension Scheme, which is a defined benefit scheme, changed the scheme rules for the underlying index of deferred revaluation from RPI to CPI, which resulted in a £1.2m reduction in the net pension deficit.
Other exceptional costs include earn-out payments for the acquisitions of TowerXchange and Random Lengths which were treated as compensation costs. The acquisition related costs for Random Lengths and BoardEx and The Deal which were treated as exceptional due to the magnitude of the costs associated with the acquisitions. Significant costs associated with an acquisition project that didn't complete were treated as an exceptional item. The remaining costs are as a result of a strategic review of Asset Management undertaken and for the major restructuring of CIE, which were treated as exceptional items. Normal restructuring costs are not treated as exceptional items.
The Group's tax charge includes a related tax charge on exceptional items of £2.6m (note 5).
4 Finance income and expense
| 2020£000 | Restated12019£000 |
Finance income |
|
|
Interest receivable from short-term investments | 291 | 1,198 |
Movements in acquisition commitments | 1,728 | - |
Fair value remeasurements | 130 | 675 |
Interest on tax | 1,988 | - |
Movements in deferred consideration | 4 | - |
| 4,141 | 1,873 |
Finance expense |
|
|
Interest payable on borrowings | (1,813) | (1,362) |
Interest on lease liabilities | (1,985) | - |
Net interest expense on defined benefit liability | (136) | (100) |
Movements in acquisition commitments | - | (1,022) |
Movements in deferred consideration | - | (36) |
Interest on tax | (434) | (562) |
| (4,368) | (3,082) |
Net finance costs | (227) | (1,209) |
1 Restated to include Asset Management, which had been reported as a discontinued operation in 2019 (note 1).
4 Finance income and expense continued
| 2020£000 | Restated12019£000 |
Reconciliation of net finance costs in Income Statement to adjusted net finance costs |
|
|
Net finance costs in Income Statement | (227) | (1,209) |
Add back: |
|
|
Movements in acquisition commitments | (1,728) | 1,022 |
Movements in deferred consideration | (4) | 36 |
Fair value remeasurements | (130) | (675) |
Interest on tax | (1,681) | 156 |
| (3,543) | 539 |
Adjusted net finance costs | (3,770) | (670) |
1 Restated to include Asset Management, which had been reported as a discontinued operation in 2019 (note 1).
The reconciliation of net finance costs in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted net finance costs (page 8).
Charges and credits relating to the movements in acquisition commitments and deferred consideration reflect future payments and receipts expected on historical transactions that do not directly relate to the current year results.
The Group's convertible loan note asset was measured at fair value through profit or loss (FVTPL). The fair value remeasurement for the respective year-end periods is an adjusting item as it relates to historical M&A activity rather than the current trading performance and is as a result of the revaluation of the convertible loan note as at 30 September 2019 and up to its conversion on 24 January 2020.
Interest on tax excluded from the adjusted net finance expense consist of finance income of £0.5m (2019: £0.2m income) for movements in respect of uncertain tax positions and finance income of £1.2m from the release of a provision for interest on payroll taxes amounting to £0.6m and interest on VAT liabilities of £0.6m (note 3). Finance costs of £0.3m in 2019 arising as a result of the provision for the potential VAT underpayment are excluded as the related charge were not expected to recur.
5 Tax expense on profit
| 2020£000 | 2019£000 |
Current tax expense |
|
|
UK corporation tax expense | 2,121 | 9,438 |
Foreign tax expense | 8,254 | 14,392 |
Adjustments in respect of prior years | (6,859) | (1,718) |
| 3,516 | 22,112 |
Deferred tax credit |
|
|
Current year | (2,594) | (1,218) |
Adjustments in respect of prior years | 1,233 | 772 |
Change in rate of deferred tax | (30) | - |
| (1,391) | (446) |
Tax expense in Income Statement | 2,125 | 21,666 |
|
|
|
Effective tax rate | 6% | 26% |
5 Tax expense on profit continued
Reconciliation of tax expense in Income Statement to adjusted tax expenseThe adjusted effective tax rate for the year is set out below:
| 2020£000 | 2019£000 |
Reconciliation of tax expense in Income Statement to adjusted tax expense |
|
|
Total tax expense in Income Statement | 2,125 | 21,666 |
Add back: |
|
|
Tax on acquired intangible amortisation | 4,011 | 2,258 |
Tax on exceptional items | 76 | (2,664) |
Other tax adjusting items | 1,408 | (479) |
Deferred tax on goodwill and intangible amortisation | (1,624) | (843) |
Share of tax on profits of associates and joint ventures | (65) | (38) |
Adjustments in respect of prior years | 5,626 | 946 |
| 9,432 | (820) |
Adjusted tax expense | 11,557 | 20,846 |
|
|
|
Adjusted profit before tax | 57,370 | 104,647 |
Adjusted effective tax rate | 20% | 20% |
The Group presents the above adjusted effective tax rate reconciliation to help users of this report better understand its tax charge. Tax on exceptional items are excluded as these items are adjusted in accordance with Group policy. For the year ended 30 September 2020, tax on exceptional items relates largely to the tax charge arising on group restructuring and redundancy costs, legal and professional fees in relation to investment acquisitions and disposals offset by the tax credits arising on the release of provisions for payroll taxes and VAT. Please refer to note 3 for further details.
Adjustments in respect of prior years are also removed from the adjusted tax expense as they do not relate to current year underlying trading. Refer to page 29 for details. Share of tax on profits of associates and joint ventures is calculated on the adjusted profits of associates and joint ventures and excludes tax on exceptional items consistent with the Group's approach and policy.
The Group excludes the deferred tax impact of amortisation of intangibles and goodwill as any deferred tax on these items would only crystallise in the event of a disposal and that is not the current intention.
Other tax adjusting items are primarily the removal of the deferred tax impact of the US state tax adjustment.
5 Tax expense on profit continued
The actual tax expense for the year is different from the UK rate of 19% of profit before tax for the reasons set out in the following reconciliation:
| 2020£000 | 2019£000 |
Profit before tax | 32,909 | 82,859 |
|
|
|
Tax at 19.0% (2019: 19.0%) | 6,253 | 15,744 |
Factors affecting tax charge: |
|
|
Different tax rates of subsidiaries operating in overseas jurisdictions | 2,047 | 4,662 |
Share of tax on associates and joint ventures | 25 | 38 |
Non-taxable income | (193) | (9) |
Goodwill and intangibles | (63) | - |
Recognition of deferred tax | (1,897) | - |
Derecognition of deferred tax | 516 | - |
Disallowable expenditure | 1,476 | 2,017 |
Other timing differences | (383) | 83 |
Impact of change in rate | (30) | 77 |
Adjustments in respect of prior years | (5,626) | (946) |
Total tax expense for the year | 2,125 | 21,666 |
The Group's effective tax rate depends mainly on the geographic mix of profits and applicable tax rates. Different tax rates of subsidiaries operating in overseas jurisdictions of £2.0m (2019: £4.7.m) reflects higher profits earned in jurisdictions which have a higher tax rate than the UK.
The tax charge on disallowable expenditure of £1.5m (2019: £2.0m) relates largely to expenses that are capital in nature such as legal and professional fees incurred in relation to acquisitions and therefore not deductible for tax purposes.
Of the £5.6m credit for adjustments in respect of prior years (2019: £0.9m), a credit of £7.0m relates to the NY and NYC combined filing adjustments. Following a change in management's intention to file the Group's NY and NYC state income tax returns on a combined rather than a separate basis during the period, the NY and NYC state income tax returns for the year ended 30 September 2018 were filed on a combined basis in January 2020. As the Group is within the time limit to amend the NY and NYC state income tax returns for the years ended 30 September 2016 and 30 September 2017, management has concluded that the change should apply to these periods as well.
As the change in intention to file on a combined basis was made in the year, the current and deferred tax credits are adjusted for prospectively in the current period. The current tax credit of £7.0m represents an adjustment to a current tax charge recognised in prior periods and is therefore recognised as an adjustment in respect of prior years. The deferred tax credit of £1.9m has been recognised as a current year movement as it represents the initial recognition during the year of a deferred tax asset relating to US state tax losses that were previously unrecognised on the basis that it was not probable that the losses will be utilised.
In addition to the amount charged to the Income Statement, the following amounts relating to tax on pensions, share options and financial instruments have been directly recognised in other comprehensive income and equity:
| Other comprehensive income | Equity | |||
| 2020£000 | 2019£000 | 2020£000 | 2019£000 | |
Deferred tax | 468 | (880) | 1,047 | 124 | |
6 Dividends
| 2020£000 | 2019£000 |
Amounts recognisable as distributable to equity holders in year |
|
|
Final dividend for the year ended 30 September 2019 of 22.30p (2018: 22.30p) | 24,362 | 24,348 |
No interim dividend for year ended 30 September 2020 (2019: 10.80p) | - | 11,799 |
| 24,362 | 36,147 |
Employee share trusts dividend | (368) | (561) |
| 23,994 | 35,586 |
|
|
|
Proposed final dividend for the year ended 30 September | 12,459 | 24,363 |
Employee share trusts dividend | (141) | (368) |
| 12,318 | 23,995 |
A half year dividend was not paid in 2020 (2019: 10.80p per share).
The proposed final dividend of 11.40p (2019: 22.30p) is subject to approval at the AGM on 11 February 2021 and has not been included as a liability in these Financial Statements in accordance with IAS 10 'Events after the Reporting Period'.
7 Earnings per share
| 2020£000 | 2019£000 |
Profit for the year | 30,784 | 61,193 |
Non-controlling interests | 194 | (264) |
Total earnings | 30,978 | 60,929 |
Adjustments | 14,968 | 22,586 |
Total adjusted earnings | 45,946 | 83,515 |
| 2020Number 000 | 2019 Number000 |
Weighted average number of shares | 109,275 | 109,226 |
Shares held by the employee share trusts | (1,605) | (1,667) |
Weighted average number of shares | 107,670 | 107,559 |
Effect of dilutive share options | - | 95 |
Diluted weighted average number of shares | 107,670 | 107,654 |
|
|
|
| Pence | Pence |
Total earnings per share |
|
|
Basic | 28.8 | 56.6 |
Diluted | 28.8 | 56.6 |
|
|
|
Total adjusted earnings per share |
|
|
Basic | 42.7 | 77.6 |
Diluted | 42.7 | 77.6 |
The adjusted earnings per share figures have been disclosed since the Directors consider it necessary in order to give an indication of the Group's adjusted trading performance. A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out on pages 7 to 10.
8 Goodwill and other intangible assets
| 2020£000 | 2019£000 |
Goodwill | 456,343 | 246,281 |
|
|
|
Trademarks and brands | 88,649 | 54,689 |
Customer relationships | 77,783 | 87,675 |
Databases and software | 16,937 | 7,182 |
Total acquired intangible assets | 183,369 | 149,546 |
Internally generated intangible assets | 18,344 | 9,594 |
Total intangible assets | 201,713 | 159,140 |
|
|
|
Total | 658,056 | 405,421 |
The movement in goodwill and other intangible assets reflects the reclassification of £266.0m from assets held for sale, additions of £29.6m following the acquisitions of Wealth-X and Census Commodity Data, additions to intangible assets under development of £9.1m offset by an amortisation charge of £25.9m, impairment of £1.7m for Broadmedia and Layer123 and an adverse exchange movement of £24.4m from the predominantly US dollar denominated balance.
Acquired intangible asset amortisation for the year is £23.0m (2019: £25.1m).
Intangible assets, other than goodwill, have a finite life and are amortised over their expected useful lives.
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from that business combination.
During the year, the goodwill in respect of each of the CGUs was tested for impairment in accordance with IAS 36 'Impairment of Assets'. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's value in use or fair value less costs of disposal.
The following methodologies applied and key assumptions, reflecting past experience and external sources of information included:
Value in use (VIU):
· | Pre-tax cash flow budgets derived from approved 2020 budgets with a compound annual growth rate (CAGR) of -10.7% to 1.13% using 2019 as the benchmark on cash flows to 2023. These budgets are based on management's view of expected performance. Management believes these budgets to be achievable. |
· | The pre-tax nominal discount rates derived from the Group's benchmarked weighted average cost of capital (WACC) are weighted based on the geographical area in which the CGU group's revenue is generated. The long-term growth rate applied are weighted on the same basis. |
· | For groups of CGUs most dependent on events revenue (Telecoms and FPS), given the estimation uncertainty in the budgets around the speed and quantum of the recovery of physical events, probability weighted scenarios have been used. These include a 50% weighting assuming that only virtual events will be run until 2023, 30% weighting to a hybrid scenario and 20% weighting to a scenario that physical events will resume in the second half of 2021. These probabilities do not represent the expectation of the Group, rather a severe downside to test for potential impairment. No group of CGUs was impaired under this scenario. |
8 Goodwill and other intangible assets continued
Fair value less costs of disposal (FVLCOD):
· | Fair value less costs of disposal is calculated using a discounted cash flow approach, with a post-tax discount rate applied to the projected risk-adjusted post-tax cash flows and terminal value. |
· | Post-tax cash flow budgets derived from approved 2020 budgets with a CAGR of -10.2% using 2019 as the benchmark on cash flows to 2023. These budgets are based on management's view of expected performance. Management believes these budgets to be achievable. |
· | The period of specific projected cash flows is three years. |
· | Post-tax nominal discount rate of 9.3%, derived from the Group's benchmarked WACC of 7.6% adjusted for risks specific to the nature of CGU groups and risks included within the cash flows themselves. |
· | Long-term nominal growth rate of 2.3%. |
· | Uses significant inputs which are not based on observable market data. Therefore, this valuation technique is classified as level 3 in the fair value hierarchy. |
The discount rates and long-term growth rates used in the calculation are as per the below table.
| 2020 | |||
Group of CGUs | Valuation method | Long-term growth rate% | Discount rate% | Goodwill£000 |
Fastmarkets | VIU | 2.2 | 10.9 | 140,827 |
Financial & Professional Services (FPS) | VIU | 2.3 | 11.0 | 98,051 |
Telecoms | VIU | 2.2 | 10.8 | 14,411 |
Institutional Investor | VIU | 2.3 | 11.1 | 5,438 |
Investment Research | FVLCOD | 2.3 | 9.3 | 197,616 |
For the year ended 30 September 2020, no goodwill impairment has been recognised.
For the year ended 30 September 2019, following the closure of Centre for Investor Education (CIE), an impairment of £2.4m for goodwill was recognised in exceptional items (note 3). CIE was included in the sold/closed businesses segment.
Further disclosures in accordance with IAS 36 are provided where the Group holds an individual goodwill item relating to a CGU group that is significant, which the Group considers to be 15% or more of the Group's total carrying value of goodwill.
The Directors performed a sensitivity analysis on the total carrying value of each CGU group.
Significant CGU groups
For Fastmarkets, with a headroom of £38.5m, for the recoverable amount to fall to the carrying value, the discount rate would need to be increased by one percentage point, the long-term growth rate reduced by two percentage points or the CAGR on cash flows reduced by three percentage points.
For FPS, with a headroom of £20.9m, for the recoverable amount to fall to the carrying value, the discount rate would need to be increased by one percentage point, the long-term growth rate reduced by one percentage point or the CAGR on cash flows reduced by two percentage points.
For Investment Research, with a headroom of £37.9m, for the recoverable amount to fall to the carrying value, the discount rate would need to be increased by one percentage point, the long-term growth rate reduced by one percentage point or the CAGR on cash flows reduced by four percentage points.
For the year ended 30 September 2020, an impairment of £1.7m for acquired intangible assets relating to the customer relationships of Broadmedia and Layer123 due to the low retention rate of customers was recognised in exceptional items(note 3).
9 Right of use assets
The Group adopted IFRS 16 'Leases' on 1 October 2019, using the modified retrospective method. The accounting policy for leases and right of use assets is disclosed in note 1. The right of use assets recognised by the Group are for leasehold premises, predominately used as office space.
The table below shows the movements in right of use assets during the year. As IFRS 16 has been prospectively adopted, comparative figures are not disclosed.
2020 | Leaseholdoffice space£000 |
Cost |
|
1 October 2019 transition to IFRS 16 | 56,732 |
Additions | 3,277 |
Balance at acquisition of company | 1,622 |
Reassessments | 1,287 |
Exchange differences | (1,744) |
At 30 September 2020 | 61,174 |
Depreciation and impairments |
|
At 1 October 2019 | - |
Depreciation | 6,467 |
Impairments | 1,318 |
Exchange differences | (15) |
At 30 September 2020 | 7,770 |
Net book value at 30 September 2020 | 53,404 |
The rent expense recognised in the Consolidated Income Statement in respect of short term leases was £1.4m.
Reassessments
The majority of the movement attributable to reassessments resulted from the completion of a rent review for the Group's main London office. Also included within reassessments are changes to several leases which involved either moving rent free periods or temporarily reducing rent, in response to the covid-19 pandemic. These changes have been treated as reassessments rather than modifications in line with the temporary IFRS 16 amendment issued by the IASB (note 1).
Impairments
Where right of use assets are no longer used in the day to day operations of the Group they are tested for impairment. In practice this means when a property is completely vacated by the Group's staff. The impairment review is performed by comparing the carrying value of the asset with its recoverable value. The recoverable value was established using value in use methodology, calculated using discounted cash flows which could reasonably be achieved by subletting the property for the remainder of the lease, as advised by property experts. The pre-tax discount rates used in the impairment calculations are based on the Group's WACC, adjusted for the lessor's size and location. The discount rates used range from 9.50% to 12.75%. Key assumptions in the impairment calculations are the length of time it will take to find a sublease tenant and the value of the likely rent income when agreed. The recoverable value of the impaired assets was £2.1m.
10 Investments
| Investment in associates£000 | Other equity investments £000 | Total£000 |
At 1 October 2018 | 715 | 3,161 | 3,876 |
Fair value remeasurements | - | 2,131 | 2,131 |
Transfer from other equity to associate investment | 5,292 | (5,292) | - |
Share of losses after tax | (88) | - | (88) |
Dividends | (197) | - | (197) |
Transfer to subsidiary | (451) | - | (451) |
At 30 September 2019 | 5,271 | - | 5,271 |
Additions | 4,060 | - | 4,060 |
Share of losses after tax | (495) | - | (495) |
At 30 September 2020 | 8,836 | - | 8,836 |
All of the above investments in associates are accounted for using the equity method in these consolidated Financial Statements. Other equity investments are classified as financial assets measured at fair value through other comprehensive income.
| 2020£000 | 2019£000 |
Reconciliation of share of results in associates and joint ventures in Income Statement to adjusted share of results in associates and joint ventures |
|
|
Total share of results in associates and joint ventures in Income Statement | (495) | (88) |
Add back: |
|
|
Share of tax on losses | (212) | (38) |
Share of acquired intangible amortisation | 366 | - |
| 154 | (38) |
Adjusted share of results in associates and joint ventures | (341) | (126) |
The reconciliation of share of results in associates and joint ventures in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted share of results in associates and joint ventures. A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out on pages 7 to 10. The share of profit after tax includes a finance expense of £0.2m (2019: nil).
Information on investment in associates, investment in joint ventures and other equity investments:
| Principal activity | Yearended | Date of acquisition | Type of holding | Group interest | Registered Office |
Investment in associates |
|
|
|
|
|
|
Zanbato, Inc (Zanbato) | Private capital placement and workflow | 30 Sep | Sept 2015 | Ordinary | 12.3% | 715 N Shoreline Boulevard, Mountain View CA, 94043, United States |
Investment in joint ventures |
|
|
|
|
|
|
Sanostro Institutional AG (Sanostro) | Hedge fund manager trading signals | 31 Dec | Dec 2014 | Ordinary | 50.0% | Allmendstrasse 140, 8041 Zurich, Switzerland |
Other equity investments |
|
|
|
|
|
|
Estimize, Inc (Estimize) | Financial estimates platform | 31 Dec | July 2015 | Ordinary | 10.0% | 43 West 24th Street,New York, NY 10010,United States |
10 Investments continued
The Group's investment holding in Zanbato increased from 9.9% to 12.5% upon the Group's conversion of a convertible loan note on 24 January 2020. This results in the £4.1m additions to investments in associates in the period. The investment in Zanbato is one of the Group's strategic investments. As at 30 September 2020, the Group has a 12.34% shareholding due to changes to Zanbato's total diluted shareholding.
IAS 28 'Investments in associates and joint ventures' requires that the fair value of assets and liabilities of associates is identified and that the Group's share of profit from Zanbato is adjusted for the amortisation of the acquired intangible assets. The Group has recognised its share of acquired intangible amortisation of £0.4m relating to the database intangible asset.
The Group interests in Sanostro and Estimize have remained unchanged since their respective dates of acquisition.
11 Acquisitions and disposals
Increase in equity holdings
Reinsurance Security (Consultancy).Co.Uk Limited (ReSec)
On 16 March 2020, the Group made an earn-out payment of £0.1m to increase its equity shareholding in ReSec. The payment increased the Group's holding from 88% to 93%.
Site Seven Media Limited (TowerXchange)
On 24 July 2020, the Group made a final payment of £1.3m to the original shareholders. The payment consisted of £1.2m relating to deferred compensation and £0.1m for deferred consideration. The deferred compensation has been expensed since acquisition and treated as an exceptional item. The Group has held a 100% shareholding in TowerXchange since acquisition in December 2017.
Broadmedia Communications Limited (BroadGroup)
On 21 May 2020, the Group made a payment of £0.8m to acquire an additional 17% of the equity shareholding of BroadGroup. This increased the Group's shareholding to 83%. On 18 September 2020, the Group acquired the remaining BroadGroup shares for nil consideration, bringing the Group's shareholding to 100%.
11 Acquisitions and disposals continued
Purchase of business
Wealth-X
On 25 November 2019, the Group acquired 100% of the equity share capital of Wealth-X Pte Ltd and its subsidiaries (Wealth-X) for $21.4m (£16.6m). Wealth-X is the market leading provider of data-driven intelligence on high net worth individuals. Its proprietary platform is embedded in the workflow of banks, wealth managers, luxury brands and non-profit customers. Wealth-X is included in the Data & Market Intelligence segment.
The acquisition accounting is set out below and is provisional pending final determination of the fair value of the assets and liabilities acquired:
| Bookvalue£000 | Fair value adjustments £000 | Provisionalfair value£000 |
Intangible assets | - | 15,198 | 15,198 |
Right of use assets | 1,622 | - | 1,622 |
Property, plant and equipment | 36 | - | 36 |
Trade and other receivables | 1,809 | - | 1,809 |
Trade and other payables | (1,705) | - | (1,705) |
Lease liabilities | (1,748) | - | (1,748) |
Deferred tax liabilities | - | (88) | (88) |
Contract liabilities | (5,334) | 426 | (4,908) |
Cash and cash equivalents | 1,399 | - | 1,399 |
| (3,921) | 15,536 | 11,615 |
|
|
|
|
Net assets acquired (100%) |
|
| 11,615 |
Goodwill |
|
| 5,007 |
Total consideration |
|
| 16,622 |
Consideration satisfied by: |
|
|
|
Cash |
|
| 15,847 |
Working capital adjustments |
|
| 775 |
|
|
| 16,622 |
Net cash outflow arising on acquisition: |
|
|
|
Cash consideration |
|
| 16,622 |
Less: cash and cash equivalent balances acquired |
|
| (1,399) |
|
|
| 15,223 |
Intangible assets represent customer relationships of $1.4m (£1.1m), brands of $1.5m (£1.2m) and databases of $16.7m (£12.9m) for which amortisation of $1.6m (£1.2m) has been charged for the year ended 30 September 2020. The intangible assets will be amortised over their respective expected useful economic lives; customer relationships of 12 years, database of 10 years and brand of 10 years. The deferred tax impact of $0.1m (£0.1m) has been recognised as a fair value adjustment to the deferred tax liability.
Goodwill arises from the anticipated future operating synergies from integrating the acquired operations within the Group and the acquired workforce.
The $0.5m (£0.4m) fair value adjustment to contract liabilities relates to an adjustment to reduce the deferred revenue balance.
Wealth-X contributed £8.0m to the Group's revenue, £0.4m to the Group's operating profit and £0.3m to the Group's profit before tax between the date of acquisition and 30 September 2020. If the acquisition had been completed on the first day of the financial year, Wealth-X would have contributed £9.9m to the Group's revenue and £0.5m to the Group's operating profit.
11 Acquisitions and disposals continued
Census Commodity Data (AgriCensus)
On 9 March 2020, the Group acquired 100% of the equity share capital of Census Commodity Data Limited and its subsidiary (collectively, AgriCensus) for £9m. AgriCensus is a Price Reporting Agency for the global agricultural commodity markets. It is included in the Pricing segment.
The acquisition accounting is set out below and is provisional pending final determination of the fair value of the assets and liabilities acquired:
| Bookvalue£000 | Fair value adjustments £000 | Provisionalfair value£000 |
Intangible assets | - | 794 | 794 |
Trade and other receivables | 82 | - | 82 |
Trade and other payables | (79) | - | (79) |
Deferred tax liabilities | - | (151) | (151) |
Contract liabilities | (476) | - | (476) |
Cash and cash equivalents | 202 | - | 202 |
| (271) | 643 | 372 |
|
|
|
|
Net assets acquired (100%) |
|
| 372 |
Goodwill |
|
| 8,606 |
Total consideration |
|
| 8,978 |
Consideration satisfied by: |
|
|
|
Cash |
|
| 9,000 |
Working capital adjustments |
|
| (22) |
|
|
| 8,978 |
Net cash outflow arising on acquisition: |
|
|
|
Cash consideration |
|
| 8,978 |
Less: cash and cash equivalent balances acquired |
|
| (202) |
|
|
| 8,776 |
Intangible assets represent a brand with a value of £0.8m for which £40k of amortisation has been charged for the year ended 30 September 2020. The intangible asset will be amortised over its expected useful economic life of five years. A deferred tax liability of £0.2m has been recognised in respect of this intangible asset.
Goodwill arises from the anticipated future operating synergies from integrating the acquired operations within the Group and the acquired workforce.
AgriCensus contributed £0.6m to the Group's revenue, a loss of £0.2m to the Group's operating profit and a loss of £0.2m to the Group's profit before tax between the date of acquisition and 30 September 2020. If the acquisition had been completed on the first day of the financial year, AgriCensus would have contributed £0.9m to the Group's revenue and a loss of £0.3m to the Group's operating profit.
12 Lease liabilities
The Group adopted IFRS 16 'Leases' on 1 October 2019, using the modified retrospective method. The accounting policy for leases and right of use assets is disclosed in note 1.
The table below shows the movements in lease liabilities during the year. As IFRS 16 has been prospectively adopted, comparative figures are not disclosed.
2020 | Lease liabilities£000 |
1 October 2019 transition to IFRS 16 | 71,604 |
Additions | 3,745 |
Balance at acquisition of company | 1,748 |
Reassessments | 1,287 |
Finance charge in year | 1,985 |
Lease repayments in year | (8,056) |
Exchange differences | (2,172) |
At 30 September 2020 | 70,141 |
The maturity profile of the Group's lease payments is shown below.
Timing of committed lease payments | Lease payments£000 |
Within 12 months | 9,142 |
1 - 3 years | 23,301 |
4 - 5 years | 14,934 |
Over 5 years | 32,952 |
Total | 80,329 |
13 Called up share capital
|
| 2020£000 | 2019£000 |
Allotted, called up and fully paid |
|
|
|
109,289,406 ordinary shares of 0.25p each (2019: 109,249,352 ordinary shares of 0.25p each) |
| 273 | 273 |
During the year, 40,054 ordinary shares of 0.25p each (2019: 68,623 ordinary shares) with an aggregate nominal value of £100 (2019: £172) were issued following the exercise of share options granted under the Company's share option schemes for a cash consideration of £330,446 (2019: £516,126).
14 Contingent liabilities
European Commission (EC) investigation into state aid
On 2 April 2019, the EC concluded its state aid investigation into the Group Financing Exemption (GFE) in the UK controlled foreign company rules on the GFE and ruled that the GFE is only justified where there are no UK activities involved in generating the finance profits. The UK government has appealed to the General Court of the European Union against the decision. However, the UK government is required to commence collection proceedings and therefore it is expected that the Group will have to make a payment in the year ending 30 September 2021.
In common with other UK-based international companies whose arrangements are in line with current UK Controlled Foreign Corporation (CFC) legislation, the Group is in the process of complying with HMRC's review of all historical CFC financing arrangements and a response to HMRC's current queries into the facts and circumstances of the Group's arrangements has been sent to HMRC. If the decision of the European Commission is upheld, the Group's estimated maximum liability is approximately £8.9m, including estimated interest of £0.6m. Based on our current assessment and professional advice taken on the matter, management concludes no provision is required in relation to this amount.
15 Related party transactions
Daily Mail and General Trust plc (DMGT), and other fellow group companies are no longer related parties. However, they were during the year ended 30 September 2019.
The Group has taken advantage of the exemption allowed under IAS 24 'Related Party Disclosures' not to disclose transactions and balances between group companies that have been eliminated on consolidation. Other related party transactions and balances are detailed below:
(i) | The Group participates in the Harmsworth Pension Scheme (HPS), a defined benefit scheme operated by DMGT. The Group's share of the HPS surplus is £0.6m (2019: £1.5m). |
(i) | During the year, the Group provided services to Zanbato of $nil (2019: $41k). |
(iii) | The Directors who served during the year received dividends of £0.1m (2019: £0.1m) in respect of ordinary shares held in the Company. |
(iv) | The Group has an outstanding intercompany balance receivable from Sanostro Institutional AG, a joint venture investment, of $51k (2019: $51k). |
(v) | During the year ended 30 September 2019, the Group expensed services recharged by DMGT and other fellow group companies of £57k. |
(vi) | During the year ended 30 September 2019, the Group provided services to Risk Management Solution Ltd, a DMGT subsidiary, for HKD713,337. |
(vii) | During the year ended 30 September 2019, the Group charged BroadGroup for services when it was accounted for as an associate of £48k. In addition, the Group received dividends of £197k. |
16 Events after the balance sheet date
The Directors propose a final dividend of 11.40p per share (2019: 22.30p) totalling £12.3m (2019: £24.0m) for the year ended 30 September 2020. The dividend will be submitted for approval by shareholders at the AGM to be held on 11 February 2021. In accordance with IAS 10 'Events after the Reporting Period', these Financial Statements do not reflect this dividend payable which will be accounted for in shareholders' equity as an appropriation of retained earnings in the year ending 30 September 2021.
On 1 October 2020, the intellectual property (intangible assets) acquired with Wealth-X (note 8) were transferred from Wealth-X Pte Limited to its direct subsidiary, Wealth-X LLC. On acquisition, a deferred tax liability of £2.6m had been recognised on the acquired intangible assets, however, as there are tax losses carried forward in Wealth-X Pte Limited a deferred tax asset of £2.6m had also been recognised in related to these losses which fully offset the deferred tax liability. No deferred tax assets on the tax losses carried forward in Wealth-X Pte Limited would have been recognised otherwise as it was not probable that the tax losses would be utilised in the future and the deferred tax asset will therefore be derecognised in the year ending 30 September 2021. In addition, the deferred tax liability recognised on the acquired intangible assets will be increased by £1.5m due to the higher corporation tax rate in the US.
There were no other events after the balance sheet date.
Related Shares:
ERM.L