26th May 2016 07:00
26 May 2016 |
Daily Mail and General Trust plc ('DMGT') |
Half Yearly Financial Report for the six months ended 31 March 2016 |
First Half performance impacted by weak print advertising market
Adjusted Results* (from continuing and discontinued operations) | Statutory Results^ | |||||
Half Year 2016 | Half Year 2015 | Reported Change~ | Underlying# Change~ | Half Year 2016 | Half Year 2015 | |
Revenue | £950m | £922m | +3% | -1% | £950m | £919m |
Operating profit | £138m | £150m | -8% | -12% | £96m | £113m |
Profit before tax | £129m | £146m | -11% | £195m | £127m | |
Earnings per share | 27.9p | 31.4p | -11% | 51.3p | 40.4p | |
Dividend per share | 6.7p | 6.5p |
Half Year Financial Highlights:
· DMGT underlying# revenue down 1%; reported revenue up 3%
· Underlying operating profit* down 12%; operating margin resilient at 15%
· B2B underlying revenue up 1% and underlying operating profit down 2%
· dmg media underlying revenue decline of 3%, with print advertising decline of 13%; reduced profit margin resulted in underlying operating profit down 29%
· Adjusted profit before tax of £129m, down 11%; adjusted earnings per share down 11%
· Active portfolio management continued; acquisitions for dmg information, dmg events and dmg media, disposals of Wowcher and Local World completed
· Net debt up £17m to £719m; net debt:EBITDA ratio of 2.0
· Interim dividend increased by 3%
· Outlook for the Full Year adjusted for change in guidance to dmg media's operating margin
· Announcement of Chief Executive Martin Morgan's retirement and appointment of Paul Zwillenberg with effect from 1 June 2016
· Statutory results, including exceptional items: revenue up 3%, operating profit down 15%, profit before tax up 54% and earnings per share up 27%
Martin Morgan, Chief Executive, commented:
"DMGT's performance in the first half was broadly in line with our expectations, other than the further deterioration in the UK print advertising market which impacted dmg media's results. The Group's revenue has remained broadly stable on an underlying basis, with growth from our B2B companies offsetting the decline from dmg media.
Within our international B2B companies, revenue growth at RMS, dmg information and dmg events was partly offset by Euromoney, which continues to face challenging market conditions. The operating profits of the B2B businesses declined slightly, by 2% on an underlying basis. The underlying revenues of our consumer business, dmg media, declined by 3%, with the growth from digital advertising revenues partially offsetting the decline in print advertising and circulation revenues. The reduced print advertising revenues had an adverse impact on dmg media's operating profits.
Relative to last year, the first half benefited from the occurrence of the Gastech event and from the stronger US dollar relative to sterling, although was adversely impacted by the disposal of Local World. Given the particularly weak print advertising market, dmg media is now expected to deliver an operating margin of around 10% for the Full Year whilst the expectations for the B2B businesses remain in line with previous guidance.
We have continued to actively manage our portfolio of businesses and have made several acquisitions and disposals during the period, in line with our strategy to improve the overall quality and growth prospects of the Group.
I will be retiring as Chief Executive at the end of this month, after 27 years with the Group and nearly 8 years as Chief Executive. I am delighted that Paul Zwillenberg has been appointed as my successor and confident that DMGT will remain well positioned to deliver long-term growth."
For further information
For analyst and institutional enquiries: |
|
Stephen Daintith, Finance Director |
+44 20 3615 2902 |
Adam Webster, Head of Management Information and Investor Relations |
+44 20 3615 2903 |
For media enquiries:
Kim Fletcher / Simone Selzer, Brunswick Group |
+44 20 7404 5959 |
A presentation of the Half Year Results will be given to investors and analysts at 9.30am on 26 May 2016, at the London Stock Exchange, 10 Paternoster Square, London, EC4M 7LS. There will also be a live webcast available on our website at www.dmgt.com/webcasthy16.
Next trading update
The Group's next scheduled announcement of financial information is its third quarter trading update on 21 July 2016.
About DMGT
DMGT manages a balanced multinational portfolio of entrepreneurial companies, with total revenues of almost £2 bn, that provides a diverse range of businesses and consumers with compelling information, analysis, insight, news and entertainment.
Notes
* Unless otherwise stated, all profit and profit margin figures in this Interim Management Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 9. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase. Evenbase contributed £1 million of operating profit from £3 million of revenues in FY 2015, all of which occurred in the first half of the year, and these amounts are included in the FY 2015 adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 17.
~ Percentages are calculated on actual numbers to one decimal place.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 18 and 19. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions and excludes disposals. For dmg events, the comparisons are between events held in the year and the same events held the previous time. For Euromoney, disposals are excluded and a biennial event that took place during the period is also excluded. Euromoney's underlying profit excludes the benefit in FY 2015 of the release of the accrual, charged in FY 2014, for the CAP incentive plan. For dmg media, underlying comparisons exclude Evenbase and Wowcher, which were disposed of during the prior and current years. dmg media's underlying growth includes the year-on-year organic growth from acquisitions and underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.
^ These statutory highlights are for continuing operations only (excluding the discontinued operations, dmg media's digital recruitment business, Evenbase), other than earnings per share which is the total statutory figure.
Daily Mail and General Trust plc
Northcliffe House, 2 Derry Street,
London, W8 5TT
www.dmgt.co.uk
Registered in England and Wales No. 184594
Contents | Page |
Interim Management Report | 5 - 22 |
Independent review report by the external auditor | 23 - 24 |
Shareholder Information | 25 |
Condensed Consolidated Income Statement | 26 |
Condensed Consolidated Statement of Comprehensive Income | 27 |
Condensed Consolidated Statement of Changes in Equity | 28 |
Condensed Consolidated Statement of Financial Position | 29 - 30 |
Condensed Consolidated Cash Flow Statement | 31 |
Notes to the Condensed Consolidated Financial Statements | 32 - 50 |
Interim Management Report
This interim management report focuses principally on the adjusted results to give a more comparable indication of the Group's underlying business performance. All year-on-year comparisons are on a like-for-like basis.
An explanation of restructuring and impairment charges and other items included in the statutory results is set out after the divisional performance review and in the segmental note (Note 2). The adjusted results are summarised below:
Adjusted results* (from continuing and discontinued operations) | Half Year 2016 £m | Half Year 2015 £m | Change~ | Full Year 2015 £m |
Revenue | 950 | 922 | +3% | 1,845 |
Operating profit | 138 | 150 | -8% | 288 |
Income from joint ventures and associates | 11 | 14 | -24% | 33 |
Net finance costs | (20) | (19) | -5% | (40) |
Profit before tax | 129 | 146 | -11% | 281 |
Tax charge | (19) | (21) | +6% | (41) |
Minority interest | (12) | (11) | -4% | (24) |
Group profit | 99 | 114 | -14% | 216 |
Adjusted earnings per share | 27.9p | 31.4p | -11% | 59.7p |
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Notes
* Unless otherwise stated, all profit and profit margin figures in this Interim Management Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 9. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase. Evenbase contributed £1 million of operating profit from £3 million of revenues in FY 2015, all of which occurred in the first half of the year, and these amounts are included in the FY 2015 adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 17.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 18 and 19. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions and excludes disposals. For dmg events, the comparisons are between events held in the year and the same events held the previous time. For Euromoney, disposals are excluded and a biennial event that took place during the period is also excluded. Euromoney's underlying profit excludes the benefit in FY 2015 of the release of the accrual, charged in FY 2014, for the CAP incentive plan. For dmg media, underlying comparisons exclude Evenbase and Wowcher, which were disposed of during the prior and current years. dmg media's underlying growth includes the year-on-year organic growth from acquisitions and underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.
~ Percentages are calculated on actual numbers to one decimal place.
The average £: US$ exchange rate for the first half of the year was £1:$1.48 (against £1:$1.55 last year). The rate at the half year end was $1.44 (2015: $1.48), compared to $1.51 at the previous year end.
All references to profit or margin in this interim management report are to adjusted profit or margin, except where reference is made to statutory profit.
Summary
Group revenue for the six months to 31 March 2016 was £950 million, compared with £922 million for the prior half year, with revenues down 1% on an underlying# basis. Revenues increased by 3% on a reported basis, benefiting from the stronger US dollar relative to sterling and from the occurrence of the Gastech event this year. Good underlying growth was delivered in several revenue categories, particularly digital advertising and subscriptions, offset by the revenue decline in print advertising and circulation.
Performance across our B2B businesses and our consumer business, dmg media, on a reported and underlying basis is summarised below.
Revenue growth Year-on-year change | Reported | Underlying |
Group revenue | +3% | -1% |
B2B | +8% | +1% |
RMS | +6% | +1% |
dmg information | +14% | +6% |
dmg events | +24% | +5% |
Euromoney | -2% | -6% |
dmg media | -4% | -3% |
Operating profit* of £138 million was down 12% on the figure for the previous half year on an underlying basis. The reduction was principally due to dmg media, which suffered a 13% decline in print advertising revenues. Including the benefit of the occurrence of Gastech and the stronger US dollar relative to sterling, the reported decline in operating profit was 8%. The operating margin was 15%, a solid performance compared to 16% in the prior year.
The Group's B2B businesses grew operating profits by 6% on a reported basis, an underlying decline of 2%, and the operating profits from dmg media, the consumer media business, were down 30%, an underlying decrease of 29%. B2B businesses generated 76% of this half year's operating profit with 24% being generated by consumer media, compared to 67% and 33% for the prior half year. Well over half of the Group's operating profit was generated from outside the UK, with a third coming from the US.
Adjusted profit before tax* decreased by 11% to £129 million. This reflected the reduction in operating profit described above and a decrease in income from joint ventures and associates* following the disposal of DMGT's stake in Local World in November 2015. Finance charges, including DMGT's share of associates' interest costs, increased by £1 million to £20 million, reflecting an increase in Zoopla Property Group's net debt, following its acquisition of uSwitch in June 2015. The adjusted tax charge declined slightly to £19 million due to the reduction in operating profit. Adjusted Group profit after tax and minority interests* was down 14% to £99 million, and adjusted earnings per share* decreased by 11% to 27.9p.
The statutory profit before tax for the period was £195 million, an increase of £68 million on the prior year, including the benefit of gains on disposals, notably Wowcher and Local World.
Active portfolio management
Active portfolio management has continued throughout the period with acquisitions totalling £20 million and disposals totalling £112 million. ETSOS, a UK-based provider of conveyancing searches, was acquired in October and complements dmg information's existing European property information businesses, Landmark and SearchFlow. In December, Hobsons acquired PAR Framework, a provider of predictive models that improve student retention and graduation rates in US higher education institutions. Exhibition Management Services, which runs five events in Africa, was acquired by dmg events in March. Daily Mail Australia became a wholly owned MailOnline business in February, following the acquisition of 50% of the business from Nine Entertainment Company.
In November, dmg media disposed of its online discount business, Wowcher, to a newly formed company, Excalibur, in which DMGT holds a c.30%† economic interest. Excalibur also acquired the UK and Ireland operations of LivingSocial, which was approximately half the size of Wowcher, and expects to realise synergies from the combined operations and databases. Also in November, DMGT sold its 39% stake in Local World to Trinity Mirror.
Since the period end, Trepp, the property information business, has acquired Codean, a software and data analytics business. In April 2016, Euromoney sold its energy publishing businesses, Gulf Publishing Company and Petroleum Economist, in line with its strategy of actively managing its portfolio of assets.
Outlook for the Group
The Group's first half performance has been broadly in line with expectations, other than the further deterioration in the print advertising market. The outlook for the Full Year, as provided in November 2015, remains unchanged other than the operating margin for dmg media which is now expected to be around 10% rather than remaining at the prior year level of 13%.
Business Review
Business to business (B2B)
Half Year 2016 £m | Half Year 2015 £m | Change~
| Underlying# Change~ | Full Year 2015 £m | |
Revenue | 592 | 548 | +8% | +1% | 1,115 |
Operating profit* | 116 | 110 | +6% | -2% | 228 |
Operating margin* | 20% | 20% | 20% |
These results are stated before the allocation of Group corporate costs.
Revenues from the B2B group totalled £592 million, up 8% on the prior half year, including the beneficial impact of the stronger US dollar and the occurrence of the Gastech event, with an underlying increase of 1%. The B2B group's operating profits increased by 6% to £116 million, as growth at RMS and dmg events exceeded the reduction in profits from Euromoney and dmg information. The underlying operating profit decreased by 2% and the overall B2B margin remained at 20%.
Risk Management Solutions (RMS)
Half Year 2016 £m | Half Year 2015 £m | Change~
| Underlying# Change~ | Full Year 2015 £m | |
Revenue | 96 | 91 | +6% | +1% | 187 |
Operating profit* | 19 | 13 | +51% | +47% | 27 |
Operating margin* | 20% | 14% | 14% |
These results are stated before the allocation of Group corporate costs.
RMS's revenues increased by 6% on a reported basis, including the benefit of the stronger US dollar, and by 1% on an underlying basis, despite the continuing adverse impact of some client consolidation. Revenues benefited from the release of RiskLink15 and the enhanced North Atlantic Hurricane and European Windstorm models in 2015. The operating margin in the period improved to 20%, despite a reduction in capitalisation, reflecting lower employment costs and reduced operating expenses.
RMS continues to innovate in the risk modelling market. Earlier this year, the business released its first models for the growing cyber insurance market. RMS has completed its first three High Definition models, for pan-European Flood, Japan Typhoon and New Zealand Earthquake and these are being released to clients in June 2016. RMS also expects to release RiskLink16 in June 2016, including updates to its terrorism model, new flood data for the US market and RMS's first model for global Marine Cargo risk, which incorporates wind, storm surge and earthquake risk and databases for 150 ports in 43 countries. RMS's pipeline of models remains strong, reflecting a significant increase in model development resources over the past two years and an ongoing commitment to strengthening the business's leading market position.
The RMS(one) suite of products and solutions remains on track to be released in stages to RMS's client base. The first application to run on RMS(one), Exposure Manager, was successfully previewed last week at RMS's annual Exceedance client conference in Miami and is expected to be released this summer and, as previously guided to, the amortisation of the RMS(one) asset will commence at that time. Given the approach of staged releases to select clients, incremental revenues from the RMS(one) suite of products and solutions are expected to develop gradually during FY2016 and FY2017, with a greater impact on RMS revenues anticipated in future periods.
Outlook for RMS
The expectations for RMS for the Full Year remain in line with the guidance provided in November 2015. Given the continued consolidation in the re-insurance industry and the limited impact that the RMS(one) suite of products and solutions is expected to have on short-term revenues, underlying revenue growth is expected to be in the low-single digits in FY2016. The business will incur increased costs in respect of RMS(one) during the second half of the year; notably in respect of sales and support staff, reduced capitalisation of development activities and the commencement of amortisation costs. RMS's overall profit margin for the Full Year is expected to be similar to the 14% achieved in FY2015.
dmg information
Half Year 2016 £m | Half Year 2015 £m | Change~
| Underlying# Change~ | Full Year 2015 £m | |
Revenue | 230 | 201 | +14% | +6% | 430 |
Operating profit* | 25 | 27 | -6% | +1% | 75 |
Operating margin* | 11% | 13% | 17% |
These results are stated before the allocation of Group corporate costs.
dmg information delivered good growth in the first half, with overall underlying revenues up 6% and growth achieved by each of the three information sectors: Property, Education and Energy. Genscape, the energy information business, performed particularly strongly. Reported revenues, including the benefit of acquisitions and of the stronger US dollar relative to sterling, were up 14%.
Operating profit increased by 1% on an underlying basis, with a decline in profits from Hobsons (education), which is expected to reverse in the second half, being more than offset by growth from Genscape (energy) and the property information portfolio. As expected, given the acquisition during the second half of the prior year of a number of investment phase and high revenue growth businesses, along with the impact of the timing of Hobsons' profits, the operating margin declined slightly from 13% to 11%.
Property information
Half Year 2016 £m | Half Year 2015 £m | Change~
| Underlying# Change~
| Full Year 2015 £m | |
Revenue | 146 | 130 | +12% | +5% | 280 |
Operating profit* | 24 | 22 | +9% | +5% | 57 |
Operating profits are stated after including the allocation of central dmg information costs but before the allocation of Group corporate costs.
Our property information portfolio grew underlying revenues by 5%. There was good revenue growth from the US businesses, up 7%, and a more muted performance of 3% growth from the European businesses, Landmark and SearchFlow.
In the US, Trepp, Xceligent, SiteCompli and BuildFax each delivered double-digit underlying revenue growth, with Trepp benefiting from the success of the TreppPort product; the lending, surveillance and risk management platform for commercial real estate lenders and investors. EDR's underlying revenues declined slightly due to a reduction in the volume of transactions in the US commercial real estate market. In Europe, the higher margin business, Landmark, delivered stronger revenue growth than the conveyancing search business, SearchFlow.
Operating profit grew by 5% on an underlying basis and by 9% on a reported basis. The European property information business delivered good profit growth. The US profit performance, however, was adversely impacted by the combination of lower transaction volumes and further product development at EDR as well as increased investment in SiteCompli.
In October 2015, the European property information business acquired ETSOS, a UK-based provider of conveyancing searches. ETSOS is well established in the North of England and will complement the existing portfolio well. In May 2016, Trepp acquired Codean, a business that provides collateralised loan obligation (CLO) investors with a web-based software and data analytics platform, broadening the product range available to Trepp's existing client base.
Education and Energy information
Half Year 2016 £m | Half Year 2015 £m | Change~
| Underlying# Change~ | Full Year 2015 £m | |
Revenue | 83 | 71 | +18% | +8% | 150 |
Operating profit* | 2 | 5 | -70% | -41% | 18 |
Operating profits are stated after including the allocation of central dmg information costs but before the allocation of Group corporate costs.
Underlying revenues grew by 8%, with Genscape, the energy information business, continuing to perform particularly strongly. Reported revenue growth of 18% benefited from the stronger US dollar relative to sterling and acquisitions made in the prior year, notably by Genscape. Operating profit declined by 41% on an underlying basis, reflecting a temporary reduction in Hobsons' profits, which is expected to reverse in the second half. Reported operating profit declined by 70%, reflecting the impact of acquisitions and disposals.
Hobsons' underlying revenues increased by 1%, including continued strong growth from the K-12 school business and, in the higher education market, the Starfish retention product that was acquired in the prior year. Revenues were adversely impacted by reduced volumes of higher education students, outside of the US, handled by the enrolment management business (EMS), as well as the prior year including revenues from a one-off transaction. Hobsons' profits were significantly lower than the prior period, reflecting the reduced revenues from EMS and the absence of revenue from the one-off transaction, as well as the impact of portfolio management, notably the disposal of Hobsons' Australian publishing business. Sales bookings remain strong and expectations for the second half of the year are for an acceleration in Hobsons' underlying revenue growth rate and for strong profit growth. In December, Hobsons acquired Predictive Analytics Reporting (PAR) Framework, which provides predictive models to US higher education institutions in order to improve student retention and graduation rates, complementing the Starfish business.
Genscape increased underlying revenues by 19%, with particularly strong growth from its solar and natural gas products. The electricity, oil and maritime businesses delivered slower growth, reflecting the impact of low electricity prices, due to the mild winter in North America, and the challenging market conditions resulting from the low oil price. Locus Energy, the solar energy information business acquired in September 2015, has delivered an encouraging performance, benefiting from the favourable trends in the US solar market.
Outlook for dmg information
Underlying revenue growth rates are expected to improve during the second half of the year, including notably for Hobsons. For the Full Year, dmg information is expected to achieve an underlying revenue growth rate of around 10%, as guided to in November 2015. The Full Year operating margin is expected to be in the mid-teens due to investment in organic initiatives and the impact of lower-margin and loss-making acquisitions made in the prior year.
dmg events
Half Year 2016 £m | Half Year 2015 £m | Change~
| Underlying# Change~ | Full Year 2015 £m | ||
Revenue | 72 | 58 | +24% | +5% | 95 | |
Operating profit* | 25 | 17 | +43% | -2% | 20 | |
Operating margin* | 35% | 30% | 21% | |||
These results are stated before the allocation of Group corporate costs.
dmg events' revenues increased by 5% on an underlying basis with reported revenues growing by 24%. The reported revenue growth includes the benefits of the occurrence of the Gastech event, which previously occurred in March 2014, and the stronger US dollar relative to sterling. Across our more significant shows, the Big 5 Dubai construction event performed particularly strongly and, in the energy sector, ADIPEC delivered revenue growth. Gastech revenues, however, were at a similar level to the prior event.
Operating profit declined by 2% on an underlying basis, reflecting investment in growing attendance levels, to support future revenues, and with Singapore being a more expensive location for Gastech than the 2014 South Korea event. The operating margin in the period was 35%, up from 30%, benefitting from the occurrence of Gastech this year and the disposal, in September 2015, of the low-margin digital marketing business.
In March 2016, dmg events acquired Exhibition Management Services, a South African based company which runs five events across Africa. The acquisition is expected to support dmg events' strategy of geo-cloning existing events into new geographies and accelerate its expansion in Africa.
Outlook for dmg events
The sustained low oil price continues to have a negative impact on sales bookings for Canadian energy-related events, including the Global Petroleum Show, the one remaining large event of the four occurring this financial year. The outlook for dmg events for the Full Year remains unchanged from that given in November 2015 with underlying and reported revenue growth rates expected to be in the mid-single digits and an operating margin of around 25%.
Euromoney Institutional Investor
Half Year 2016 £m | Half Year 2015 £m | Change~
| Underlying# Change~ | Full Year 2015 £m | |
Revenue | 194 | 198 | -2% | -6% | 403 |
Operating profit* | 47 | 53 | -12% | -15% | 107 |
Operating margin* | 24% | 27% | 26% |
These results are stated before the allocation of Group corporate costs.
Euromoney announced its first half results on 19 May 2016. Revenue declined by 2% on a reported basis, including the benefit from the stronger US dollar and the timing of events, and by 6% on an underlying basis. The trend was consistent with that experienced since the start of the second half of the prior year. Subscriptions, which accounted for 56% of revenue in the period, grew by 1% on an underlying basis. The continued weakness in the energy sector and commodity markets contributed to a 12% underlying decline in revenue from events, training and conferences, which accounted for 32% of revenue in the period, and to an underlying 13% decline in advertising, which accounted for 9% of revenue in the period.
Operating profit declined by 12% on a reported basis and by 15% on an underlying basis, after adjusting for the timing of events and excluding the benefit in the prior year from releasing an accrual for CAP incentive plan costs. The operating margin of 24% was adversely impacted by the high flow-through to profits from the reductions in advertising, event and training revenues.
In March, Euromoney hosted an Investor Day outlining the refreshed strategy for the company, following the appointment of Andrew Rashbass as Chief Executive Officer in November 2015. Euromoney has identified three pillars of strategic activity: firstly, investing around big themes, such as the information and services to support the asset management industry and price discovery; secondly, introducing an effective operating model that marries the best of the company's entrepreneurial culture with a new emphasis on modern marketing techniques, talent management and seeking economies of, and opportunities from, scale; thirdly, to actively manage the portfolio, disinvesting in businesses where the market is weak and the business model structurally challenged and investing where the businesses are structurally strong and there are market tailwinds.
In April, Euromoney sold its energy publishing businesses, Gulf Publishing Company and Petroleum Economist, an example of it executing on its strategy of actively managing its portfolio of assets.
Outlook for Euromoney
The challenging market conditions experienced by Euromoney in the last twelve months continue. Nonetheless, the early signs of progress from the strategic actions being taken, combined with comparatives being less challenging and the benefit of currency movements, mean that the business is expected to deliver a performance during the second half of the financial year similar to the second half of the prior year. The outlook for the Full Year is in line with the Euromoney Board's expectations.
Consumer media
dmg media
Half Year 2016 £m | Half Year 2015 £m | Change~
| Underlying# Change~ | Full Year 2015 £m | ||
Revenue*: | ||||||
Daily Mail / The Mail on Sunday | 242 | 260 | -7% | -7% | 499 | |
MailOnline | 44 | 36 | +24% | +20% | 73 | |
Mail Businesses | 286 | 296 | -3% | -3% | 572 | |
Metro, 7 Days | 36 | 39 | -7% | -7% | 75 | |
Elite Daily and Other | 29 | 22 | +33% | +55% | 52 | |
Sub-total | 351 | 356 | -1% | -3% | 698 | |
Evenbase | - | 3 | -100% | 3 | ||
Wowcher | 7 | 15 | -55% | 30 | ||
Total Revenue | 358 | 374 | -4% | -3% | 731 | |
Operating profit*: | ||||||
Mail Businesses, Metro, 7 Days, Elite Daily and Other |
38 |
55 |
-30% |
-29% |
93 | |
Evenbase and Wowcher | 1 | 2 | 3 | |||
Total Operating profit | 39 | 57 | -30% | -29% | 96 | |
Operating margin* | 11% | 15% | 13% |
These results are stated before the allocation of Group corporate costs. Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Summary
Underlying revenues declined by 3% compared to the first half of the prior year. Reported revenues declined by 4%, including the impact of the disposal of dmg media's online discount business, Wowcher, in November 2015.
Print advertising revenues in the six month period declined by £18 million, 13%, including a 15% decline in the second quarter, reflecting a further deterioration in market conditions. Digital advertising revenues grew strongly however, by an underlying 23%, and consequently the underlying decline in total advertising revenues was limited to 4%. Circulation revenues were 3% lower due to the continued decline in the circulation volumes of the Daily Mail and the Mail on Sunday. The price of the Monday to Friday editions of the Daily Mail was increased to 65p in February 2016, the first price rise in 3 years, and circulation revenue growth will benefit during the second half of the year.
Operating profit for the period declined by 30% to £39 million, an underlying reduction of 29%. This reflected the decline in print revenues and continued investment in digital businesses more than offsetting the growth in digital revenues and cost savings in the newspaper businesses. The lower print advertising revenues and related reduction in operating profit contributed to the decline in operating margin from 15% to 11%.
Mail Businesses
Revenue for the combined newspapers and website businesses (Daily Mail, The Mail on Sunday and MailOnline) declined by 3% to £286 million. A £15 million, 16%, decline in print advertising revenue, to £80 million, and the 3% decline in circulation revenue to £153 million, were partly offset by MailOnline, which grew revenues by 24%, or 20% on an underlying basis, to £44 million. Circulation volumes continued to decline, although the strength of the Mail brand enabled a continued increase in the Daily Mail's market share to 23.4% in March 2016, compared to 23.1% in March 2015. The Mail on Sunday also increased market share, to 22.1% in March 2016, compared to 21.9% in March 2015∞. This robust circulation performance was achieved alongside the rise in the cover price of the Monday to Friday editions of the Daily Mail from 60p to 65p in February 2016.
Total advertising revenues across the Mail Businesses were £124 million. This was a decrease of £7 million, 5% on the same period last year as the £15 million, 16% decline in print advertising revenue was partly offset by the £8 million, 24% increase in MailOnline's advertising revenue. In the US, MailOnline's revenues grew by an underlying 36%, reflecting increased awareness of the DailyMail.com brand amongst advertising buyers. Daily Mail Australia became a wholly owned MailOnline business in February, following the acquisition of 50% of the business from Nine Entertainment Company.
MailOnline continued to grow its audience, with 236 million monthly unique browsers and 14.4 million average daily global unique browsers in March 2016. During the period there was an 8% increase in the average number of monthly unique browsers, compared to the same period in the prior year, and a 6% increase in average daily unique browsers.
Other dmg media businesses
Metro delivered a relatively robust performance in the context of the weak UK print advertising market, with revenues declining by 7% to £36 million. The business continues to manage its cost base carefully to defend its profitability.
Elite Daily grew revenues by an underlying 127% in the period, to £5 million, reflecting improved monetisation of the website's audience. Low margin sales of newsprint to other publishers account for the majority of other revenues and these are excluded from underlying revenue growth calculations.
In November 2015, dmg media disposed of its online discount business, Wowcher, to a newly formed company, Excalibur, in which DMGT holds a c.30%† economic interest. Excalibur also acquired the UK and Ireland operations of LivingSocial, which was approximately half the size of Wowcher, and expects to realise synergies from the combined operations and databases. Wowcher generated £1 million of operating profit from £7 million of revenues in the period prior to disposal.
Outlook for dmg media
Compared to the prior year, for the eight weeks to 22 May 2016, dmg media's underlying advertising revenues decreased by 4% and circulation revenues decreased by 2%.
Overall for the Full Year, dmg media expects to deliver stable underlying total revenues, in the -2% to +2% range, with underlying digital advertising growth across the portfolio expected to broadly offset circulation and print advertising declines. Reported revenues will be adversely impacted by the disposals of Wowcher and Evenbase. Given the weak UK print advertising market, the operating margin for the Full Year is expected to be around 10%, similar to the first half but less than the 13% achieved in the prior year and that was guided to in November 2015.
Joint Ventures & Associates
Share of pre-tax operating profits* | Half Year 2016 £m | Half Year 2015 £m | Change~
| Full Year 2015 £m | |
Zoopla Property Group | 11 | 7 | 14 | ||
Local World | - | 8 | 17 | ||
Other joint ventures and associates | - | - | 2 | ||
Total joint ventures and associates | 11 | 14 | -24% | 33 |
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
The Group's share of the operating profits* of its joint ventures and associates decreased by 24% to £11 million, reflecting the disposal of DMGT's c.39% stake in Local World in November. The share of operating profits from Zoopla Property Group ('ZPG') increased due to the acquisition, in June 2015, of uSwitch which performed especially strongly during the period and benefited from higher than normal switching levels as a result of the winter seasonality effect, energy supplier price cuts and a highly competitive environment for broadband deals. ZPG saw the number of its UK property partnerships continue to grow during the period and, since the period end, has acquired the Property Software Group, a provider of property software and workflow solutions to over 8,000 UK agency branches. ZPG released its Half Year results on 25 May 2016.
The share of operating profits and losses from other joint ventures and associates largely offset each other. These include Euromoney's stake in Dealogic, investments by dmg information in early-stage businesses and dmg media's stake in Excalibur.
For the Full Year, the share of operating profits from joint ventures and associates is expected to be in the range of £15 million to £20 million.
Net finance costs
Half Year 2016 £m | Half Year 2015 £m | Change~
| Full Year 2015 £m | |
Net interest payable and similar charges* | (20) | (19) | -5% | (40) |
Net interest payable and similar charges, including DMGT's share of associates' interest costs, increased by 5% to £20 million. The increase was due to an increase in Zoopla Property Group's net debt, following its acquisition of uSwitch in June 2015.
The pension finance charge, which is excluded from adjusted results, was £2 million for the period, compared to £4 million for the same period last year and £7 million for the prior Full Year.
Exceptional finance costs in the prior year included a £40 million charge for the premium on the early redemption of bonds in October 2014.
Outlook for net finance costs
Net finance costs for the Full Year are expected to be around £40 million.
Other income statement items
· Exceptional items and amortisation
Exceptional operating costs were £12 million in the period (HY 2015: £14 million). The exceptional operating costs were entirely related to dmg media and included £5 million in respect of a supplier that has gone into voluntary administration and £4 million of severance costs.
The charge for amortisation of intangible assets arising on business combinations, including the share from joint ventures and associates, was £23 million, in line with the same period in the prior year. The Group also made an impairment charge against goodwill and acquired intangible assets of £13 million in respect of Euromoney's Mining Indaba business.
The Group recorded other net gains on disposal of businesses and investments of £110 million (HY 2015: £128 million). The gains primarily related to the disposal of DMGT's stake in Local World and the sale of Wowcher to Excalibur, in which DMGT holds a c.30%† economic interest.
· Taxation
The adjusted tax charge of £19 million (HY 2015: £21 million) is stated after adjusting for the effect of exceptional items. The adjusted tax rate for the half year was 14.8%, in line with the 14.8% rate in the Full Year 2015. The effective tax rate is expected to be marginally higher for the Full Year and to increase over the next three years, to in excess of 20%, as the proportion of US-generated profits increases.
The statutory tax charge for the period, excluding £2 million of tax charges in respect of joint ventures and associates, was £8 million. There were tax credits of £6 million in respect of the amortisation and impairment of intangible fixed assets and net tax credits of £3 million in respect of other adjusting items, including a £3 million credit in respect of exceptional severance and consultancy costs and exceptional finance charges.
Pensions
The deficit on the Group's defined benefit pension schemes decreased from £159 million at the beginning of the year to £85 million at the half year (calculated in accordance with IAS 19 (Revised)), with the increase in the value of assets exceeding the increase in the value of the defined benefit obligation. Funding payments into the main schemes during the period were £33 million. The actuarial valuation of the defined benefit schemes as at 31 March 2016 is currently in progress. The defined benefit schemes are closed to new entrants.
Net debt and cash flow
Net debt at the end of the period was £719 million, an increase of £17 million since the start of the financial year, and the net debt:EBITDA ratio was 2.0. Cash outflows included dividends of £60 million, pension funding payments of £33 million, interest payments of £16 million, taxation of £16 million and share buy-back purchases of £6 million. Net proceeds from disposals, including expenditure on acquisitions, were £92 million. The Group generated operating cash flows of £48 million in the period. Operating cash flows include exceptional operating items of £9 million and capital expenditure of £35 million, excluding £8 million of expenditure in respect of RMS(one). The strengthening of the US dollar, relative to sterling, also contributed to an increase in net debt due to the revaluation of US dollar denominated debt.
Net debt is usually at its peak around the half year due to the timing of the prior year's final dividend and other annual payments. Allowing for further planned investment activity, the ratio of net debt to EBITDA is expected to be 2.0 or less at the year end.
The Directors consider that the Group has adequate resources to continue in operational existence for at least the next twelve months. Accordingly, they continue to adopt the going concern basis in preparing the half yearly report.
Share buy-back programme
In November 2015, DMGT announced a rolling share buy-back programme with the size, frequency and number of purchases being dependent on the portfolio management strategy of the Group, including anticipated acquisition and disposal activity, and on maintaining the preferred gearing ratio. During the period, DMGT acquired 0.9 million 'A' Ordinary Shares for £6 million under the programme.
Financing
During the first half of the year, the Group acquired 2.0 million 'A' Ordinary Shares for £14 million in order to meet obligations to provide shares under its incentive plans and utilised 0.9 million shares out of Treasury and the Employee Benefit Trust, valued at £7 million, to provide shares under various incentive plans. As at 31 March 2016, DMGT had 353.2 million shares in issue, including 19.9 million Ordinary Shares, and a further 8.8 million 'A' Ordinary Shares held in Treasury and the Employee Benefit Trust∂.
Dividend
The Board has declared an interim dividend of 6.7 pence per Ordinary and 'A' Ordinary Non-Voting share (2015 6.5 pence) which will be paid on 2 July 2016 to shareholders on the register at the close of business on 10 June 2016.
Retirement of Martin Morgan as Chief Executive and appointment of Paul Zwillenberg
As announced on 12 May 2016, Martin Morgan will retire as Chief Executive and from the DMGT Board and the Board of Euromoney Institutional Investor plc with effect from 31 May 2016 and will leave DMGT with effect from 30 June 2016. Martin Morgan will undertake an advisory role for a 12 month period from January 2017. Paul Zwillenberg will be appointed Chief Executive with effect from 1 June 2016. Paul Zwillenberg is currently Global Leader Media Sector for The Boston Consulting Group, based in London, and has worked closely with DMGT for 20 years.
Reconciliation: Adjusted results including and excluding discontinued operations
HY 2016 | HY 2015 | ||||||
£ million | Adjusted results including discontinued operations |
Discontinued operations | Adjusted results excluding discontinued operations | Adjusted results including discontinued operations |
Discontinued operations | Adjusted results excluding discontinued operations | |
Revenues | |||||||
Continuing operations | 950 | - | 950 | 919 | - | 919 | |
Discontinued operations | - | - | - | 3 | 3 | - | |
Total Revenue | 950 | - | 950 | 922 | 3 | 919 | |
Operating Profit | |||||||
Continuing operations | 138 | - | 138 | 149 | - | 149 | |
Discontinued operations | - | - | - | 1 | 1 | - | |
Total Operating Profit | 138 | - | 138 | 150 | 1 | 149 | |
Operating margin % | 15% | 15% | 16% | 16% |
Notes: The discontinued operations refer to dmg media's digital recruitment business, Evenbase.
Underlying analysis - Revenues
HY 2016 | HY 2015 | |||||||||||||||
£ millions | % | Underlying | M&A | Other | Reported | Underlying | M&A | Exchange | Other | Reported | ||||||
B2B | ||||||||||||||||
RMS | +1% | 96 | - | - | 96 | 96 | - | 4 | - | 91 | ||||||
dmg information | +6% | 230 | - | - | 230 | 217 | 12 | 4 | - | 201 | ||||||
dmg events | +5% | 72 | - | - | 72 | 69 | (8) | 2 | 16 | 58 | ||||||
Euromoney | -6% | 190 | - | (5) | 194 | 203 | (2) | 7 | - | 198 | ||||||
+1% | 588 | - | (5) | 592 | 584 | 3 | 17 | 16 | 548 | |||||||
Consumer | ||||||||||||||||
dmg media | -3% | 331 | (4) | (23) | 358 | 342 | (13) | - | (19) | 374 | ||||||
DMGT Group | -1% | 919 | (4) | (27) | 950 | 926 | (11) | 18 | (3) | 922 | ||||||
Notes: M&A adjustments are for disposals, including dmg media's Wowcher and Evenbase businesses, and acquisitions. The underlying results of dmg information, dmg events and dmg media include the post-acquisition organic growth from acquired entities. 'Other' includes adjustments for the timing of shows at dmg events and to exclude a biennial event at Euromoney, as well as the gross-up, equivalent to the cost of sales, on the low margin resale of newsprint activities.
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Underlying analysis - Adjusted operating profit*
HY 2016 | HY 2015 |
| |||||||||||||||||||||||||||
£ millions | % | Underlying | M&A | Other | Reported | Underlying | M&A | Exchange | Other | Reported |
| ||||||||||||||||||
| |||||||||||||||||||||||||||||
B2B |
| ||||||||||||||||||||||||||||
RMS | +47% | 19 | - | - | 19 | 13 | - | - | - | 13 |
| ||||||||||||||||||
dmg information | -1% | 25 | - | - | 25 | 25 | (2) | - | - | 27 |
| ||||||||||||||||||
dmg events | -2% | 24 | - | (1) | 25 | 25 | (1) | 1 | 7 | 17 |
| ||||||||||||||||||
Euromoney | -15% | 45 | - | (2) | 47 | 53 | (1) | 3 | (3) | 53 |
| ||||||||||||||||||
-2% | 113 | - | (3) | 116 | 115 | (4) | 4 | 5 | 110 |
| |||||||||||||||||||
Consumer |
| ||||||||||||||||||||||||||||
dmg media | -28% | 38 | (2) | - | 39 | 53 | (4) | - | - | 57 |
| ||||||||||||||||||
| |||||||||||||||||||||||||||||
Corporate costs | -6% | (18) | - | - | (18) | (17) | - | - | - | (17) |
| ||||||||||||||||||
Operating profit | -12% | 133 | (2) | (3) | 138 | 151 | (8) | 4 | 5 | 150 |
| ||||||||||||||||||
| |||||||||||||||||||||||||||||
Notes: B2B and Consumer underlying figures are stated pre the allocation of Corporate costs. Including Corporate costs, the underlying growth rates for B2B and Consumer were -3% and -33% respectively. 'Other' includes adjustments for the timing of shows at dmg events and to exclude a biennial event at Euromoney, as well as an adjustment to exclude the benefit in FY 2015 from the release of previously accrued CAP costs at Euromoney.
Principal risks and uncertainties
The UK Listing Authority's Disclosure and Transparency Rules requires a description of the principal risks and uncertainties for the remaining six months of the financial year.
The principal risks and uncertainties that affect the Group on an ongoing basis are described in our 2015 Annual Report at www.dmgt.com. These are still considered to be the most relevant risks and uncertainties at this time.
The uncertainty caused by the referendum on the UK's membership of the EU could have a potential impact on a number of these risks, in particular, volatility in advertising revenue, the impact on financial markets, conditions for M&A activity, UK property transaction volumes and key commercial relationships.
Whilst the extent of the referendum's impact is uncertain, the DMGT Risk Committee continues to monitor the associated risks across DMGT's portfolio.
The principal risks and uncertainties that affect the Group are summarised below.
Strategic Risks
· Market disruption. Caused by changes in consumer behaviours and client demands, technological developments, the availability of free information, the emergence of competitors and the convergence of key markets or clients. The risk of market disruption is most significant in the newspaper and other publishing businesses. Over the last 12 months, UK print advertising has experienced a deterioration with most publishers affected and remains relatively volatile. This is partially offset by growth in the digital advertising market.
· Failure to identify appropriate acquisitions, acquisitions not yielding expected benefits and failure to dispose of businesses at the right time.
· Internal investments failing to drive organic growth.
· New product launches and developments do not achieve customer acceptance and yield expected benefits.
· Failure to secure and retain the right people for senior and business critical roles.
Operational Risks
· Failure or significant delay to a major change project.
· Information security breach or cyber-attack.
· Reliance on third parties and key commercial relationships (including data centres, cloud software and service providers; IT development support; newsprint, flexographic plate and ink suppliers; newspaper distributors and wholesalers; data providers and events venues).
· Compliance with laws and regulations across multiple jurisdictions, particularly data privacy and data security.
· Pension scheme deficit within the UK newspaper business and DMGT head office.
Statement of Directors' responsibilities
The Directors are responsible for preparing the half-yearly financial report, in accordance with applicable law and regulations.
The Directors confirm that to the best of their knowledge:
a) this condensed set of financial statements which should be read in conjunction with the annual financial statements for the year ended 30 September 2015 and has been prepared in accordance with IAS 34 'Interim financial reporting' as adopted by the European Union; and
b) the interim management report includes a fair review of the information required by the Financial Conduct Authority's Disclosure and Transparency Rules 4.2.7R and 4.2.8R.
By order of the Board of Directors
The Viscount Rothermere
Chairman
25 May 2016
* Unless otherwise stated, all profit and profit margin figures in this Interim Management Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 9. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase. Evenbase contributed £1 million of operating profit from £3 million of revenues in FY 2015, all of which occurred in the first half of the year, and these amounts are included in the FY 2015 adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 17.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 18 and 19. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions and excludes disposals. For dmg events, the comparisons are between events held in the year and the same events held the previous time. For Euromoney, disposals are excluded and a biennial event that took place during the period is also excluded. Euromoney's underlying profit excludes the benefit in FY 2015 of the release of the accrual, charged in FY 2014, for the CAP incentive plan. For dmg media, underlying comparisons exclude Evenbase and Wowcher, which were disposed of during the prior and current years. dmg media's underlying growth includes the year-on-year organic growth from acquisitions and underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.
~ Percentages are calculated on actual numbers to one decimal place.
† DMGT owns 30% of Excalibur's loan notes and 24% of its share capital. Including interest on the loan notes, DMGT would be entitled to c.30% of the proceeds in the event of a disposal of Excalibur. DMGT includes 24% of Excalibur's operating profits in its share of profits from associates.
∞ Circulation market share figures are calculated using ABC's March 2016 and March 2015 National Newspapers Reports and excluding digital subscribers.
∂ As at the end of 31 March 2016, there were 5,000,000 'A' Ordinary Shares held in Treasury and 3,845,066 'A' Ordinary Shares held by the DMGT Employee Benefit Trust.
The average £: US$ exchange rate for the first half of the year was £1:$1.48 (against £1:$1.55 last year). The rate at the half year end was $1.44 (2015: $1.48), compared to $1.51 at the previous year end.
All references to profit or margin in this interim management report are to adjusted profit or margin, except where reference is made to statutory profit.
For analyst and institutional enquiries:
|
|
Stephen Daintith, Finance Director, DMGT
| +44 20 3615 2902
|
Adam Webster, Head of Management Information and Investor Relations, DMGT | + 44 20 3615 2903 |
For media enquiries
Kim Fletcher / Simone Selzer, Brunswick Group |
+44 20 7404 5959 |
Half Year Results presentation
A presentation of the Half Year Results will be given to investors and analysts at 9.30am on 26 May 2016, at the London Stock Exchange, 10 Paternoster Square, London, EC4M 7LS. There will also be a live webcast available on our website, www.dmgt.com/webcasthy16.
Next trading update
The Group's next scheduled announcement of financial information is its third quarter trading update on 21 July 2016.
This Interim Management Report ('IMR') 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 IMR save as would arise under English law. Statements contained in this IMR are based on the knowledge and information available to the Group's Directors at the date it was prepared and therefore facts stated and views expressed may change after that date.
This document and any materials distributed in connection with it may include forward-looking statements, beliefs, opinions or statements concerning risks and uncertainties, including statements with respect to the Group's business, financial condition and results of operations. Those statements and statements which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Group's Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and which may cause results and developments to differ materially from those expressed or implied by those statements and forecasts. No representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this IMR. 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 IMR. Furthermore, past performance of the Group cannot be relied on as a guide to future performance.
No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per DMGT share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT share.
Nothing in this document is intended to constitute an invitation or inducement to engage in investment activity. This document does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, any securities nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto. This document does not constitute a recommendation regarding any securities.
Independent review report to Daily Mail and General Trust plc
Report on the condensed consolidated interim financial statements
· Our conclusion
We have reviewed Daily Mail and General Trust plc's condensed consolidated interim financial statements (the "interim financial statements") in the half yearly financial report of Daily Mail and General Trust plc for the 6 month period ended 31 March 2016. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority.
· What we have reviewed
The interim financial statements comprise:
· the condensed consolidated statement of financial position as at 31 March 2016;
· the condensed consolidated income statement and condensed consolidated statement of comprehensive income for the period then ended;
· the condensed consolidated cash flow statement for the period then ended;
· the condensed consolidated statement of changes in equity for the period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the half yearly financial report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Responsibilities for the interim financial statements and the review
· Our responsibilities and those of the directors
The half yearly financial report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim financial statements in the half yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
· What a review of condensed consolidated financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
London
25 May 2016
Shareholder Information
Financial Calendar (provisional)
2016
26 May | Half yearly financial report released |
9 June | Interim ex-dividend date |
10 June | Interim record date |
2 July | Payment of interim dividend |
21 July | Trading update |
29 September | Pre-close trading update |
30 September | Year end |
30 September | Payment of interest on loan notes |
1 December | Preliminary annual results and final dividend announced |
8 December | Ex-dividend date |
9 December | Record date |
Contacts
Daily Mail and General Trust plc Northcliffe House 2 Derry Street, London W8 5TT Telephone: +44 20 7938 6000 Email: [email protected]
| Auditor PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH | |
Stockbrokers Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ | Registrars Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA | |
Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT |
| |
For further investor information and contacts, please visit the Company's website at:
www.dmgt.com
Copies of this Half Yearly Financial Report are available electronically from the Company's website at www.dmgt.com or from the Secretary upon request.
DMGT plc | ||||
Condensed Consolidated Income Statement | ||||
For the 6 months ended 31 March 2016 |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||
Note | £m | £m | £m | |
CONTINUING OPERATIONS | ||||
Revenue | 2 | 950.1 | 919.1 | 1,842.7 |
Adjusted operating profit | 2 (i) | 137.8 | 148.6 | 287.0 |
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | 2 | (11.8) | (13.5) | (22.5) |
Amortisation and impairment of acquired intangible assets arising on business combinations and impairment of goodwill | 2 | (33.1) | (26.9) | (57.7) |
Operating profit before share of results of joint ventures and associates | 2 | 92.9 | 108.2 | 206.8 |
Share of results of joint ventures and associates | 3 | 3.2 | 4.5 | 11.3 |
Total operating profit | 96.1 | 112.7 | 218.1 | |
Other gains and losses | 4 | 109.9 | 78.2 | 82.4 |
Profit before investment revenue, net finance costs and tax | 206.0 | 190.9 | 300.5 | |
Investment revenue | 5 | 1.0 | 0.5 | 4.0 |
Net finance costs | 6 | (12.1) | (64.7) | (88.4) |
Profit before tax | 194.9 | 126.7 | 216.1 | |
Tax | 7 | (8.5) | (7.3) | (20.8) |
Profit after tax from continuing operations | 186.4 | 119.4 | 195.3 | |
DISCONTINUED OPERATIONS | 20 | |||
Profit from discontinued operations | - | 50.4 | 50.0 | |
Profit for the period | 186.4 | 169.8 | 245.3 | |
Attributable to: | ||||
Owners of the Company | 181.7 | 146.9 | 216.6 | |
Non-controlling interests * | 4.7 | 22.9 | 28.7 | |
Profit for the period | 186.4 | 169.8 | 245.3 | |
Earnings per share | 10 | |||
From continuing operations | ||||
Basic | 51.3p | 26.5p | 46.2p | |
Diluted | 50.1p | 25.9p | 45.4p | |
From discontinued operations | ||||
Basic | - p | 13.9p | 13.9p | |
Diluted | - p | 13.6p | 13.6p | |
From continuing and discontinued operations | ||||
Basic | 51.3p | 40.4p | 60.1p | |
Diluted | 50.1p | 39.5p | 59.0p | |
Adjusted earnings per share | ||||
Basic | 27.9p | 31.4p | 59.7p | |
Diluted | 27.2p | 30.7p | 58.7p | |
* All attributable to continuing operations |
(i) Adjusted operating profit is defined as total operating profit before share of results of joint ventures and associates, exceptional operating costs, impairment of goodwill and intangible assets, amortisation of acquired intangible assets arising on business combinations and impairment of property, plant and equipment, and investment property. |
DMGT plc | ||||
Condensed Consolidated Statement of Comprehensive Income | ||||
For the 6 months ended 31 March 2016 |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||
£m | £m | £m | ||
Profit for the period | 186.4 | 169.8 | 245.3 | |
Items that will not be reclassified to Consolidated Income Statement | ||||
Actuarial gain/(loss) on defined benefit pension schemes | 44.3 | (34.2) | 10.3 | |
Losses on hedges of net investments in foreign operations of non-controlling interests | (i) | (4.4) | (3.7) | (2.8) |
Foreign exchange differences on translation of foreign operations of non-controlling interests | (i) | 9.5 | 10.1 | 7.5 |
Tax relating to items that will not be reclassified to Consolidated Income Statement | (8.9) | 6.8 | (2.1) | |
Total items that will not be reclassified to Consolidated Income Statement | 40.5 | (21.0) | 12.9 | |
Items that may be reclassified subsequently to Consolidated Income Statement | ||||
Losses on hedges of net investments in foreign operations | (i) | (20.5) | (20.3) | (18.6) |
Cash flow hedges: | ||||
Losses arising during the period | (2.2) | (6.6) | (5.0) | |
Transfer of (gain)/loss on cash flow hedges from translation reserve to Consolidated Income Statement | (0.6) | 1.9 | 1.3 | |
Translation reserves recycled to Consolidated Income Statement on disposals | - | (5.3) | (2.1) | |
Foreign exchange differences on translation of foreign operations | (i) | 32.0 | 31.1 | 20.0 |
Tax relating to items that may be reclassified to Consolidated Income Statement | 0.7 | 0.7 | 0.6 | |
Total items that may be reclassified subsequently to Consolidated Income Statement | 9.4 | 1.5 | (3.8) | |
Other comprehensive income/(loss) for the period | 49.9 | (19.5) | 9.1 | |
Total comprehensive income for the period | 236.3 | 150.3 | 254.4 | |
Attributable to: | ||||
Owners of the Company | 227.6 | 122.0 | 221.4 | |
Non-controlling interests | 8.7 | 28.3 | 33.0 | |
236.3 | 150.3 | 254.4 |
(i) Following a reassessment of the treatment of items included in other comprehensive income, certain immaterial items in the prior periods relating to the translation of foreign subsidiaries have been reclassified as items that will not be reclassified to the Consolidated Income Statement. |
DMGT plc | |||||||||
Condensed Consolidated Statement of Changes in Equity | |||||||||
For the 6 months ended 31 March 2016 |
Called-up share capital | Share premium account | Capital redemption reserve | Own shares | Translation reserve | Retained earnings | Total | Non-controlling interests | Total equity | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 30 September 2014 | 49.2 | 17.8 | 1.1 | (219.1) | (22.7) | 446.5 | 272.8 | 117.8 | 390.6 |
Profit for the period | - | - | - | - | - | 146.9 | 146.9 | 22.9 | 169.8 |
Other comprehensive income for the period | - | - | - | - | 2.3 | (27.2) | (24.9) | 5.4 | (19.5) |
Total comprehensive income for the period | - | - | - | - | 2.3 | 119.7 | 122.0 | 28.3 | 150.3 |
Cancellation of A Ordinary Shares | (3.2) | - | 3.2 | 173.7 | - | (173.7) | - | - | - |
Issue of share capital | - | - | - | - | - | - | - | 0.7 | 0.7 |
Dividends | - | - | - | - | - | (51.7) | (51.7) | (7.0) | (58.7) |
Own shares acquired in the period | - | - | - | (70.4) | - | - | (70.4) | - | (70.4) |
Movement in closed period commitment to purchase treasury shares | - | - | - | 4.8 | - | - | 4.8 | - | 4.8 |
Own shares transferred on exercise of share options | - | - | - | 12.8 | - | - | 12.8 | - | 12.8 |
Exercise of acquisition put option commitments | - | - | - | - | - | 0.8 | 0.8 | (0.8) | - |
Adjustment to equity following increased stake in controlled entity | - | - | - | - | - | (5.7) | (5.7) | 5.7 | - |
Adjustment to equity following decreased stake in controlled entity | - | - | - | - | - | (0.2) | (0.2) | 0.2 | - |
Credit to equity for share-based payments | - | - | - | - | - | 10.6 | 10.6 | (0.6) | 10.0 |
Settlement of exercised share options of subsidiaries | - | - | - | - | - | (19.0) | (19.0) | - | (19.0) |
Initial recording of put options granted to non-controlling interests in subsidiaries | - | - | - | - | - | (21.2) | (21.2) | - | (21.2) |
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | 5.8 | 5.8 |
Deferred tax on other items recognised in equity | - | - | - | - | - | 6.0 | 6.0 | - | 6.0 |
At 31 March 2015 | 46.0 | 17.8 | 4.3 | (98.2) | (20.4) | 312.1 | 261.6 | 150.1 | 411.7 |
At 30 September 2014 | 49.2 | 17.8 | 1.1 | (219.1) | (22.7) | 446.5 | 272.8 | 117.8 | 390.6 |
Profit for the year | - | - | - | - | - | 216.6 | 216.6 | 28.7 | 245.3 |
Other comprehensive income for the year | - | - | - | - | (3.2) | 8.0 | 4.8 | 4.3 | 9.1 |
Total comprehensive income for the year | - | - | - | - | (3.2) | 224.6 | 221.4 | 33.0 | 254.4 |
Cancellation of A Ordinary Shares | (3.8) | - | 3.8 | 217.2 | - | (217.2) | - | - | - |
Issue of share capital | - | - | - | - | - | - | - | 0.8 | 0.8 |
Dividends | - | - | - | - | - | (75.0) | (75.0) | (9.8) | (84.8) |
Own shares acquired in the year | - | - | - | (127.1) | - | - | (127.1) | - | (127.1) |
Movement in financial liability for closed period purchases | - | - | - | 20.0 | - | - | 20.0 | - | 20.0 |
Own shares transferred on exercise of share options | - | - | - | 32.7 | - | - | 32.7 | - | 32.7 |
Exercise of acquisition put option commitments | - | - | - | - | - | 0.7 | 0.7 | (0.7) | - |
Other transactions with non-controlling interests | - | - | - | - | - | - | - | (0.6) | (0.6) |
Adjustment to equity following increased stake in controlled entity | - | - | - | - | - | (5.9) | (5.9) | 5.9 | - |
Adjustment to equity following decreased stake in controlled entity | - | - | - | - | - | (0.2) | (0.2) | 0.2 | - |
Credit to equity for share-based payments | - | - | - | - | - | 17.9 | 17.9 | (0.6) | 17.3 |
Settlement of exercised share options of subsidiaries | - | - | - | - | - | (33.5) | (33.5) | - | (33.5) |
Initial recording of put options granted to non-controlling interests in subsidiaries | - | - | - | - | - | (20.5) | (20.5) | - | (20.5) |
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | 9.1 | 9.1 |
Deferred tax on other items recognised in equity | - | - | - | - | - | 1.6 | 1.6 | (0.2) | 1.4 |
At 30 September 2015 | 45.4 | 17.8 | 4.9 | (76.3) | (25.9) | 339.0 | 304.9 | 154.9 | 459.8 |
Profit for the period | - | - | - | - | - | 181.7 | 181.7 | 4.7 | 186.4 |
Other comprehensive income for the period | - | - | - | - | 9.6 | 36.3 | 45.9 | 4.0 | 49.9 |
Total comprehensive income for the period | - | - | - | - | 9.6 | 218.0 | 227.6 | 8.7 | 236.3 |
Cancellation of A Ordinary Shares | (0.1) | - | 0.1 | 6.5 | - | (6.5) | - | - | - |
Issue of share capital | - | - | - | - | - | - | - | 0.2 | 0.2 |
Dividends | - | - | - | - | - | (52.7) | (52.7) | (7.4) | (60.1) |
Own shares acquired in the period | - | - | - | (19.8) | - | - | (19.8) | - | (19.8) |
Own shares transferred on exercise of share options | - | - | - | 6.6 | - | - | 6.6 | - | 6.6 |
Adjustment to equity following increased stake in controlled entity | - | - | - | - | - | (4.8) | (4.8) | 4.8 | - |
Adjustment to equity following decreased stake in controlled entity | - | - | - | - | - | (0.1) | (0.1) | 0.1 | - |
Credit to equity for share-based payments | - | - | - | - | - | 6.4 | 6.4 | 0.2 | 6.6 |
Settlement of exercised share options of subsidiaries | - | - | - | - | - | (6.7) | (6.7) | - | (6.7) |
Corporation tax on share-based payments | - | - | - | - | - | 4.5 | 4.5 | - | 4.5 |
Deferred tax on other items recognised in equity | - | - | - | - | - | (0.1) | (0.1) | 0.1 | - |
At 31 March 2016 | 45.3 | 17.8 | 5.0 | (83.0) | (16.3) | 497.0 | 465.8 | 161.6 | 627.4 |
DMGT plc | ||||
Condensed Consolidated Statement of Financial Position | ||||
At 31 March 2016 |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||
Note | £m | £m | £m | |
ASSETS | ||||
Non-current assets | ||||
Goodwill | 11 | 927.1 | 865.8 | 908.7 |
Other intangible assets | 11 | 449.0 | 407.4 | 423.9 |
Property, plant and equipment | 12 | 178.1 | 188.9 | 181.1 |
Investment property | - | 3.0 | - | |
Investments in joint ventures | 2.8 | 2.4 | 1.3 | |
Investments in associates | 147.8 | 154.9 | 141.9 | |
Available-for-sale investments | 17 | 14.2 | 3.9 | 13.8 |
Trade and other receivables | 20.4 | 7.5 | 11.6 | |
Other financial assets | 17 | 21.2 | 5.9 | 3.6 |
Derivative financial assets | 17 | 20.4 | 24.0 | 19.7 |
Retirement benefit assets | 23 | 39.0 | 18.0 | 27.7 |
Deferred tax assets | 161.4 | 199.7 | 168.1 | |
1,981.4 | 1,881.4 | 1,901.4 | ||
Current assets | ||||
Inventories | 22.2 | 25.7 | 31.4 | |
Trade and other receivables | 312.3 | 336.3 | 322.2 | |
Current tax receivable | 18.3 | 9.9 | 7.4 | |
Other financial assets | 17 | 1.9 | - | - |
Derivative financial assets | 17 | 4.7 | 2.8 | 1.3 |
Cash and cash equivalents | 20.7 | 6.4 | 31.6 | |
Total assets of businesses held-for-sale | 21 | 9.6 | 4.1 | 28.7 |
389.7 | 385.2 | 422.6 | ||
Total assets | 2,371.1 | 2,266.6 | 2,324.0 | |
LIABILITIES | ||||
Current liabilities | ||||
Trade and other payables | (633.2) | (634.0) | (699.3) | |
Current tax payable | (21.0) | (20.3) | (18.9) | |
Acquisition put option commitments | 17 | (15.9) | - | - |
Borrowings | 15 | (2.9) | (3.6) | (3.4) |
Derivative financial liabilities | 17 | (5.3) | (3.4) | (5.3) |
Provisions | (51.7) | (72.1) | (53.2) | |
Total liabilities of businesses held-for-sale | 21 | (5.9) | (4.8) | (5.7) |
(735.9) | (738.2) | (785.8) | ||
Non-current liabilities | ||||
Trade and other payables | (0.9) | (3.7) | (4.2) | |
Acquisition put option commitments | 17 | (28.7) | (52.7) | (51.2) |
Borrowings | 15 | (738.2) | (754.3) | (727.1) |
Derivative financial liabilities | 17 | (35.2) | (29.5) | (23.8) |
Retirement benefit obligations | 23 | (124.4) | (228.1) | (187.0) |
Provisions | (57.9) | (25.7) | (61.0) | |
Deferred tax liabilities | (22.5) | (22.7) | (24.1) | |
(1,007.8) | (1,116.7) | (1,078.4) | ||
Total liabilities | (1,743.7) | (1,854.9) | (1,864.2) | |
Net assets | 627.4 | 411.7 | 459.8 |
DMGT plc | ||||
Condensed Consolidated Statement of Financial Position (continued) | ||||
At 31 March 2016 |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||
Note | £m | £m | £m | |
SHAREHOLDERS' EQUITY | ||||
Called-up share capital | 45.3 | 46.0 | 45.4 | |
Share premium account | 17.8 | 17.8 | 17.8 | |
Share capital | 22 | 63.1 | 63.8 | 63.2 |
Capital redemption reserve | 5.0 | 4.3 | 4.9 | |
Own shares | (83.0) | (98.2) | (76.3) | |
Translation reserve | (16.3) | (20.4) | (25.9) | |
Retained earnings | 497.0 | 312.1 | 339.0 | |
Equity attributable to owners of the Company | 465.8 | 261.6 | 304.9 | |
Non-controlling interests | 161.6 | 150.1 | 154.9 | |
627.4 | 411.7 | 459.8 | ||
Approved by the Board of Directors on 25 May 2016. |
DMGT plc | ||||
Condensed Consolidated Cash Flow Statement | ||||
For the 6 months ended 31 March 2016 |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||
Note | £m | £m | £m | |
Cash generated by operations | 13 | 60.7 | 65.4 | 281.3 |
Taxation paid | (19.0) | (16.1) | (25.0) | |
Taxation received | 3.3 | 2.7 | 3.4 | |
Net cash from operating activities | 45.0 | 52.0 | 259.7 | |
Investing activities | ||||
Interest received | 0.7 | 0.5 | 1.0 | |
Dividends received from joint ventures and associates | 3.3 | 25.0 | 26.6 | |
Dividends received from available-for-sale investments | - | - | 3.1 | |
Purchase of property, plant and equipment | 12 | (13.0) | (18.1) | (28.7) |
Expenditure on internally generated intangible fixed assets | 11 | (26.4) | (26.4) | (53.1) |
Expenditure on other intangible assets | 11 | (3.8) | (2.2) | (3.4) |
Purchase of available-for-sale investments | (0.3) | (1.3) | (11.3) | |
Proceeds on disposal of property, plant and equipment and investment property | 12 | 1.4 | 16.7 | 19.0 |
Proceeds on disposal of available-for-sale investments | 0.1 | - | - | |
Purchase of subsidiaries | 18 | (16.2) | (62.5) | (95.0) |
Treasury derivative activities | (11.7) | (9.1) | (8.5) | |
Investment in joint ventures and associates | (3.5) | (9.7) | (14.9) | |
Loans advanced to joint ventures and associates | (0.3) | (2.1) | (2.5) | |
Loans to joint ventures and associates repaid | 0.6 | - | - | |
Proceeds on disposal of businesses | 19 | 28.1 | 106.2 | 113.4 |
Proceeds on disposal of joint ventures and associates | 68.1 | 6.0 | 10.1 | |
Proceeds from redemption of preference share capital | 19 | 14.4 | - | - |
Net cash generated by/(used in) investing activities | 41.5 | 23.0 | (44.2) | |
Financing activities | ||||
Purchase of additional interests in controlled entities | 18 | (0.2) | (0.1) | (0.2) |
Equity dividends paid | 8 | (52.7) | (51.7) | (75.0) |
Dividends paid to non-controlling interests | (7.4) | (7.0) | (9.8) | |
Issue of shares by Group companies to non-controlling interests | 0.2 | 0.7 | 0.8 | |
Purchase of own shares | 22 | (19.8) | (70.4) | (127.1) |
Net payment on (settlement)/exercise of subsidiary share options | (0.2) | (6.2) | (0.7) | |
Interest paid | (16.3) | (22.7) | (40.9) | |
Premium on redemption of bonds | 6, 15 | - | (39.9) | (39.9) |
Bonds redeemed | 6, 15 | - | (153.2) | (153.2) |
Loan notes repaid | (0.1) | (0.1) | (0.5) | |
Increase in bank borrowings | 15 | (2.2) | 253.1 | 234.3 |
Net cash used in financing activities | (98.7) | (97.5) | (212.2) | |
Net (decrease)/increase in cash and cash equivalents | (12.2) | (22.5) | 3.3 | |
Cash and cash equivalents at beginning of period | 31.5 | 29.0 | 29.0 | |
Exchange profit/(loss) on cash and cash equivalents | 1.7 | 0.3 | (0.8) | |
Net cash and cash equivalents at end of period | 14 | 21.0 | 6.8 | 31.5 |
DMGT plc | |||||||||
For the 6 months ended 31 March 2016 |
NOTES | |||||||||
1 | BASIS OF PREPARATION | ||||||||
The information for the 6 months ended 31 March 2016 and 31 March 2015 and for the year ended 30 September 2015 does not constitute statutory accounts for the purposes of section 435 of the Companies Act 2006. A copy of the accounts for the year ended 30 September 2015 has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.
| |||||||||
Other than the Daily Mail, The Mail on Sunday and Metro businesses, the Group prepares accounts for a 6 month period ending on 31 March. The Daily Mail, The Mail on Sunday and Metro businesses prepare financial statements for a 26 or 27 week financial period ending on a Sunday near to the end of March and do not prepare additional financial statements corresponding to the Group's financial period for consolidation purposes as it would be impracticable to do so. The Group considers whether there have been any significant transactions or events between the end of the financial period of these businesses and the end of the Group's financial period and makes any material adjustments as appropriate.
| |||||||||
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the interim management report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the condensed financial statements and notes. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half yearly report.
| |||||||||
The Annual Report and Accounts of DMGT plc are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as adopted by the European Union. These condensed financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union.
| |||||||||
Although not required by IAS 34, comparative figures for the Condensed Consolidated Income Statement for the year ended 30 September 2015 and the Condensed Consolidated Statement of Financial Position at 31 March 2015 have been included on a voluntary basis.
| |||||||||
These Group Condensed Financial Statements have been prepared in accordance with the accounting policies set out in the 2015 Annual Report and Accounts, as amended, where appropriate by the application of certain new or amended accounting standards in the period, described below. These policies are expected to be followed in the preparation of the full financial statements for the financial year ending 30 September 2016.
| |||||||||
Impact of new accounting standards | |||||||||
The following new and amended IFRSs have been adopted during the period:
| |||||||||
Amendment to IAS 19, Defined Benefit Plans: Employee Contributions Annual Improvements 2010-2012 and 2011-2013 cycles
| |||||||||
The above amendments have not had any significant impact on the Group's financial statements.
| |||||||||
The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for the Group's accounting periods beginning on or after 1 October 2016. These new pronouncements are listed below:
Amendments to IFRS 11, Accounting for Acquisitions of Interests in Joint Operations (effective 1 January 2016) Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortisation (effective 1 January 2016) Amendments to IFRS 10 and IAS 28, Accounting for the sale or contribution of assets between an investor and its associate or joint venture (effective 1 January 2016) * Amendment to IAS 1, disclosure initiative (effective 1 January 2016) Annual improvements 2012-2014 (effective 1 January 2016) Amendment to IAS 7, Statement of cash flows (effective 1 January 2017)* Amendment to IAS 12, Recognition of deferred tax assets for unrealised losses (effective 1 January 2017) * IFRS 15, Revenue from Contracts with Customers (effective 1 January 2018) * IFRS 9, Financial Instruments (effective 1 January 2018) * IFRS 16, Leases (effective 1 January 2019 or on application of IFRS 15) *
* Not yet endorsed for use in the EU.
Other than IFRS 16, the adoption of these standards, amendments and interpretations is not expected to have a material impact on the Group's financial statements. The Directors are in the process of evaluating the impact of IFRS 16. |
DMGT plc | |||||||||
For the 6 months ended 31 March 2016 |
NOTES | |||||||||
1 | BASIS OF PREPARATION (Continued) | ||||||||
Critical accounting judgements and key sources of estimation uncertainty | |||||||||
In addition to the judgement taken by management in selecting and applying the accounting policies set out above, management has made the following judgements concerning the amounts recognised in the consolidated financial statements:
| |||||||||
Forecasting | |||||||||
The Group prepares medium-term forecasts based on Board-approved budgets and three-year outlooks. These are used to support judgements made in the preparation of the Group's financial statements including the recognition of deferred tax assets in different jurisdictions, the Group's going concern assessment and for the purposes of impairment reviews. Longer-term forecasts use long-term growth rates applicable to the relevant businesses.
| |||||||||
Impairment of goodwill and intangible assets | |||||||||
Determining whether goodwill and intangible or other assets are impaired or whether a reversal of an impairment should be recorded requires a comparison of the balance sheet carrying value with the recoverable amount of the asset or cash-generating unit (CGU). The recoverable amount is the higher of the value in use and fair value less costs to sell. The value in use calculation requires management to estimate the future cash flows expected to arise from the asset or CGU and calculate the net present value of these cash flows using a suitable discount rate. A key area of judgement is deciding the long-term growth rate and the operating cash flows of the applicable businesses and the discount rate applied to those cash flows. The carrying amount of goodwill and intangible assets at 31 March 2016 was £1,376.1 million (31 March 2015 £1,273.2 million, 30 September 2015 £1,332.6 million) after an impairment loss on continuing operations of £13.0 million (6 months to 31 March 2015 £7.8 million, 12 months to 30 September 2015 £18.5 million) was recognised during the period (note 2).
| |||||||||
Acquisitions and intangible assets | |||||||||
The Group's accounting policy on the acquisition of subsidiaries is to allocate purchase consideration to the fair value of identifiable assets, liabilities and contingent liabilities acquired with any excess consideration representing goodwill. Determining the fair value of assets, liabilities and contingent liabilities acquired requires significant estimates and assumptions, including assumptions with respect to cash flows and unprovided liabilities and commitments, including in respect to tax, to be used. The Group recognises intangible assets acquired as part of a business combination at fair value at the date of the acquisition. The determination of these fair values is based upon management's judgement and includes assumptions on the timing and amount of future cash flows generated by the assets and the selection of an appropriate discount rate. Additionally, management must estimate the expected useful economic lives of intangible assets and charge amortisation on these assets accordingly.
| |||||||||
Contingent consideration and put options payable | |||||||||
Estimates are required in respect of the amount of contingent consideration and put options payable on acquisitions, which is determined according to formulae agreed at the time of the business combination, and normally related to the future earnings of the acquired business. The Directors review the amount of contingent consideration and put options likely to become payable at each period end date, the major assumption being the level of future profits of the acquired business. At 31 March 2016 the Group had outstanding contingent consideration payable amounting to £53.9 million (31 March 2015 £13.0 million, 30 September 2015 £54.3 million), and put option commitments amounting to £44.6 million (31 March 2015 £52.7 million, 30 September 2015 £51.2 million).
| |||||||||
Contingent consideration receivable | |||||||||
Estimates are required in respect of the amount of contingent consideration receivable on disposals, which is determined according to formulae agreed at the time of the disposal and is normally related to the future earnings of the disposed business. The Directors review the amount of contingent consideration likely to be receivable at each period end date, the major assumption being the level of future profits of the disposed business. At 31 March 2016 the Group had outstanding contingent consideration receivable amounting to £5.8 million (31 March 2015 £3.0 million, 30 September 2015 £2.3 million). During the period the Group received £0.1 million of previously unrecognised contingent consideration.
| |||||||||
Adjusted operating profit | |||||||||
Adjusted operating profit is defined as total operating profit before share of results of joint ventures and associates, exceptional operating costs, impairment of goodwill and intangible assets, amortisation of acquired intangible assets arising on business combinations and impairment of property, plant and equipment, and investment property.
| |||||||||
Adjusted profit before tax | |||||||||
Adjusted earnings is used to evaluate business performance. The Group presents adjusted earnings by making adjustments for costs and profits which management believe to be exceptional in nature by virtue of their size or incidence or those having a distortive effect on current year earnings. Such items would include costs associated with business combinations, one-off gains and losses on disposal of businesses, properties, finance costs and similar items of a non-recurring nature together with reorganisation costs and similar charges, tax and by adding back impairment of goodwill and amortisation and impairment of intangible assets arising on business combinations. See note 9 for a reconciliation of profit before tax to adjusted profit.
| |||||||||
EBITDA | |||||||||
The Group defines EBITDA as adjusted operating profit before exceptional operating costs, amortisation and impairment of goodwill and intangible assets, depreciation and impairment of property, plant and equipment and investment property. EBITDA is broadly used by analysts, rating agencies, investors and the Group's banks to assess the Group's performance. A reconciliation of EBITDA from operating profit is shown in note 13 and the ratio of net debt to EBITDA is disclosed in note 16. |
DMGT plc | |||||||||
For the 6 months ended 31 March 2016 |
NOTES | |||||||||
1 | BASIS OF PREPARATION (Continued) | ||||||||
Share-based payments | |||||||||
The Group makes share-based payments to certain employees. These payments are measured at their estimated fair value at the date of grant, calculated using an appropriate option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of the number of shares that will eventually vest. The key assumptions used in calculating the fair value of the options are the discount rate, the Group's share price volatility, dividend yield, risk free rate of return and expected option lives. Management regularly performs a true-up of the estimate of the number of shares that are expected to vest; this is dependent on the anticipated number of leavers.
| |||||||||
Taxation | |||||||||
Being a multinational Group with tax affairs in many geographic locations inherently leads to a highly complex tax structure which makes the degree of estimation and judgement more challenging. The resolution of issues is not always within the control of the Group and is often dependent on the efficiency of legal processes. Such issues can take several years to resolve. The Group accounts for unresolved issues based on its best estimate of the final outcome, however, the inherent uncertainty regarding these items means that the eventual resolution could differ significantly from the accounting estimates and, therefore, impact the Group's results and future cash flows. As described above, the Group makes estimates regarding the recoverability of deferred tax assets relating to losses based on forecasts of future taxable profits which are, by their nature, uncertain.
| |||||||||
Retirement benefit obligations | |||||||||
The cost of defined benefit pension plans is determined using actuarial valuations prepared by the Group's actuaries. This involves making certain assumptions concerning discount rates, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. The assumptions and the resulting estimates are reviewed annually and, when appropriate, changes are made which affect the actuarial valuations and, hence, the amount of retirement benefit expense recognised in the Condensed Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Condensed Consolidated Statement of Changes in Equity. The carrying amount of the retirement benefit obligation at 31 March 2016 was a deficit of £85.4 million (31 March 2015 £210.1 million, 30 September 2015 £159.3 million). Further details are given in note 23. |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
2 | SEGMENT ANALYSIS | |||||||
The Group's business activities are split into five operating divisions: RMS; dmg information; dmg events; Euromoney and dmg media. These divisions are the basis on which information is reported to the Group's Chief Operating Decision Maker, which has been determined to be the Group Board. The segment result is the measure used for the purposes of resource allocation and assessment and represents profit earned by each segment, including share of results from joint ventures and associates but before exceptional operating costs, amortisation of acquired intangible assets arising on business combinations, impairment charges, other gains and losses, net finance costs and taxation.
| ||||||||
The results from the Group's dmg events segment are impacted by the seasonality of exhibitions and conferences held in each accounting period. The impact of this seasonality and details of the types of products and services from which each segment derives its revenues are included within the business review.
| ||||||||
The accounting policies applied in preparing the management information for each of the reportable segments are the same as the Group's accounting policies described in note 1. |
Unaudited 6 months ended 31 March 2016 | External revenue | Inter-segment revenue | Total revenue | Segment operating profit | Less operating profit/(loss) of joint ventures and associates | Adjusted operating profit | ||
Note | £m | £m | £m | £m | £m | £m | ||
RMS | 96.4 | - | 96.4 | 19.1 | (0.2) | 19.3 | ||
dmg information | 229.5 | - | 229.5 | 25.5 | 0.1 | 25.4 | ||
dmg events | 72.0 | - | 72.0 | 24.9 | - | 24.9 | ||
Euromoney | 194.2 | - | 194.2 | 48.5 | 1.7 | 46.8 | ||
dmg media | 358.0 | - | 358.0 | 48.8 | 9.4 | 39.4 | ||
950.1 | - | 950.1 | 166.8 | 11.0 | 155.8 | |||
Corporate costs | (i) | (18.0) | ||||||
950.1 | ||||||||
Adjusted operating profit | 137.8 | |||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | (11.8) | |||||||
Impairment of goodwill and acquired intangible assets arising on business combinations | (13.0) | |||||||
Amortisation of acquired intangible assets arising on business combinations | (20.1) | |||||||
Operating profit before share of results of joint ventures and associates | 92.9 | |||||||
Share of results of joint ventures and associates | 3 | 3.2 | ||||||
Total operating profit | 96.1 | |||||||
Other gains and losses | 4 | 109.9 | ||||||
Profit before investment revenue, net finance costs and tax | 206.0 | |||||||
Investment revenue | 5 | 1.0 | ||||||
Net finance costs | 6 | (12.1) | ||||||
Profit before tax | 194.9 | |||||||
Tax | 7 | (8.5) | ||||||
Profit for the period | 186.4 |
(i) | Included within corporate costs is a credit of £0.6 million which adjusts the pensions charge recorded in each operating segment from a cash rate to the net service cost in accordance with IAS 19 (Revised), Employee Benefits.
|
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and impairment of property, plant and equipment and investment property by segment is as follows: |
Unaudited 6 months ended 31 March 2016 | Amortisation of intangible assets not arising on business combinations | Amortisation of intangible assets arising on business combinations | Impairment of goodwill and intangible assets arising on business combinations | Exceptional operating costs | Impairment of property, plant and equipment and investment property | ||
£m | £m | £m | £m | £m | |||
RMS | (1.8) | - | - | - | - | ||
dmg information | (5.7) | (11.4) | - | - | - | ||
dmg events | - | (0.3) | - | - | - | ||
Euromoney | (1.5) | (8.3) | (12.9) | - | - | ||
dmg media | (2.1) | (0.1) | (0.1) | (11.6) | (0.2) | ||
(11.1) | (20.1) | (13.0) | (11.6) | (0.2) | |||
Corporate costs | - | - | - | - | - | ||
Total and continuing operations | (11.1) | (20.1) | (13.0) | (11.6) | (0.2) |
In Euromoney the impairment charge of £12.9 million relates to Indaba (note 11).
In the dmg media segment exceptional costs comprise £3.7 million severance, £2.3 million consultancy costs, £0.6 million relating to contingent consideration required to be treated as remuneration and £5.0 million in respect of costs incurred following a supplier entering voluntary administration.
The Group's tax charge includes a related credit of £2.4 million in relation to these items.
| |
An analysis of the depreciation of property, plant and equipment and investment property, research costs, investment revenue, and net finance costs by segment is as follows: |
Unaudited 6 months ended 31 March 2016 | Depreciation of property, plant and equipment and investment property | Research costs | Investment revenue | Net finance costs | ||||
£m | £m | £m | £m | |||||
RMS | (2.9) | (27.4) | 0.1 | - | ||||
dmg information | (4.4) | (1.8) | 0.1 | 14.0 | ||||
dmg events | (0.3) | - | - | - | ||||
Euromoney | (1.3) | (4.3) | 0.1 | (1.1) | ||||
dmg media | (8.1) | (1.0) | 0.7 | (0.7) | ||||
(17.0) | (34.5) | 1.0 | 12.2 | |||||
Corporate costs | - | - | - | (24.3) | ||||
Total and continuing operations | (17.0) | (34.5) | 1.0 | (12.1) |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
2 | SEGMENT ANALYSIS - CONTINUED |
Unaudited 6 months ended 31 March 2015 | External revenue | Inter-segment revenue | Total revenue | Segment operating profit | Less operating profit/(loss) of joint ventures and associates | Adjusted operating profit | ||
Note | £m | £m | £m | £m | £m | £m | ||
RMS | 91.3 | 0.4 | 91.7 | 12.8 | - | 12.8 | ||
dmg information | 200.9 | - | 200.9 | 26.3 | (0.6) | 26.9 | ||
dmg events | 58.2 | - | 58.2 | 17.4 | - | 17.4 | ||
Euromoney | 197.7 | - | 197.7 | 54.2 | 1.2 | 53.0 | ||
dmg media | 373.7 | - | 373.7 | 70.4 | 13.8 | 56.6 | ||
921.8 | 0.4 | 922.2 | 181.1 | 14.4 | 166.7 | |||
Corporate costs | (i) | (17.0) | ||||||
Discontinued operations | 20, (ii) | (2.7) | (1.1) | |||||
919.1 | ||||||||
Adjusted operating profit | 148.6 | |||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | (13.5) | |||||||
Impairment of goodwill and acquired intangible assets arising on business combinations | (7.8) | |||||||
Amortisation of acquired intangible assets arising on business combinations | (19.1) | |||||||
Operating profit before share of results of joint ventures and associates | 108.2 | |||||||
Share of results of joint ventures and associates | 3 | 4.5 | ||||||
Total operating profit | 112.7 | |||||||
Other gains and losses | 4 | 78.2 | ||||||
Profit before investment revenue, net finance costs and tax | 190.9 | |||||||
Investment revenue | 5 | 0.5 | ||||||
Net finance costs | 6 | (64.7) | ||||||
Profit before tax | 126.7 | |||||||
Tax | 7 | (7.3) | ||||||
Profit from discontinued operations | 20 | 50.4 | ||||||
Profit for the period | 169.8 |
(i) | Included within corporate costs is a credit of £0.7 million which adjusts the pensions charge recorded in each operating segment from a cash rate to the net service cost in accordance with IAS 19 (Revised), Employee Benefits.
|
(ii) | Revenue and adjusted operating profit relating to the discontinued operations of dmg media's digital recruitment businesses have been deducted in order to reconcile total segment result to Group profit before tax from continuing operations.
|
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and impairment of property, plant and equipment and investment property by segment is as follows: |
Unaudited 6 months ended 31 March 2015 | Amortisation of intangible assets not arising on business combinations | Amortisation of intangible assets arising on business combinations | Impairment of goodwill and intangible assets arising on business combinations | Exceptional operating costs | Impairment of property, plant and equipment and investment property | ||
£m | £m | £m | £m | £m | |||
RMS | (1.7) | - | - | - | - | ||
dmg information | (4.9) | (8.7) | - | - | - | ||
dmg events | - | (1.2) | - | - | - | ||
Euromoney | (1.4) | (9.0) | (7.8) | (1.6) | - | ||
dmg media | (2.1) | (0.2) | - | (10.3) | (1.6) | ||
(10.1) | (19.1) | (7.8) | (11.9) | (1.6) | |||
Corporate costs | - | - | - | - | - | ||
Total and continuing operations | (10.1) | (19.1) | (7.8) | (11.9) | (1.6) |
In Euromoney exceptional operating costs comprise restructuring and other exceptional costs following the reorganistion of certain businesses, office move costs and CIE legal costs.
In the dmg media segment exceptional costs comprise £3.7 million severance, £3.3 million consultancy costs, office move costs of £2.1 million and £1.2 million relating to contingent consideration required to be treated as remuneration.
The Group's tax charge includes a related credit of £1.8 million in relation to these items.
| |
An analysis of the depreciation of property, plant and equipment and investment property, research costs, investment revenue, and net finance costs by segment is as follows: |
Unaudited 6 months ended 31 March 2015 | Depreciation of property, plant and equipment and investment property | Research costs | Investment revenue | Net finance costs | ||||
0.0 | 0.0 | |||||||
£m | £m | £m | £m | |||||
RMS | (3.2) | (18.9) | 0.1 | - | ||||
dmg information | (4.0) | (0.2) | 0.2 | (0.4) | ||||
dmg events | (0.3) | - | - | - | ||||
Euromoney | (1.3) | (6.0) | 0.2 | 3.4 | ||||
dmg media | (6.5) | - | - | (0.7) | ||||
(15.3) | (25.1) | 0.5 | 2.3 | |||||
Corporate costs | (0.1) | - | - | (67.0) | ||||
Total and continuing operations | (15.4) | (25.1) | 0.5 | (64.7) |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
2 | SEGMENT ANALYSIS - CONTINUED |
Audited year ended 30 September 2015 | External revenue | Inter-segment revenue | Total revenue | Segment operating profit | Less operating profit/(loss) of joint ventures and associates | Adjusted operating profit | ||
Note | £m | £m | £m | £m | £m | £m | ||
RMS | 186.7 | 0.8 | 187.5 | 26.2 | (0.3) | 26.5 | ||
dmg information | 429.9 | - | 429.9 | 74.4 | (0.2) | 74.6 | ||
dmg events | 94.5 | - | 94.5 | 20.2 | - | 20.2 | ||
Euromoney | 403.4 | - | 403.4 | 110.6 | 3.9 | 106.7 | ||
dmg media | 730.9 | - | 730.9 | 125.2 | 29.1 | 96.1 | ||
1,845.4 | 0.8 | 1,846.2 | 356.6 | 32.5 | 324.1 | |||
Corporate costs | (i) | (36.0) | ||||||
Discontinued operations | 20, (ii) | (2.7) | (1.1) | |||||
1,842.7 | ||||||||
Adjusted operating profit | 287.0 | |||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | (22.5) | |||||||
Impairment of goodwill and acquired intangible assets arising on business combinations | (18.5) | |||||||
Amortisation of acquired intangible assets arising on business combinations | (39.2) | |||||||
Operating profit before share of results of joint ventures and associates | 206.8 | |||||||
Share of results of joint ventures and associates | 3 | 11.3 | ||||||
Total operating profit | 218.1 | |||||||
Other gains and losses | 4 | 82.4 | ||||||
Profit before investment revenue, net finance costs and tax | 300.5 | |||||||
Investment revenue | 5 | 4.0 | ||||||
Net finance costs | 6 | (88.4) | ||||||
Profit before tax | 216.1 | |||||||
Tax | 7 | (20.8) | ||||||
Profit from discontinued operations | 20 | 50.0 | ||||||
Profit for the period | 245.3 |
(i) | Included within corporate costs is a credit of £1.3 million which adjusts the pensions charge recorded in each operating segment from a cash rate to the net service cost in accordance with IAS 19 (Revised), Employee Benefits.
|
(ii) | Revenue and adjusted operating profit relating to the discontinued operations of dmg media's digital recruitment businesses have been deducted in order to reconcile total segment result to Group profit before tax from continuing operations.
|
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and impairment of property, plant and equipment and investment property by segment is as follows: |
Audited year ended 30 September 2015 | Amortisation of intangible assets not arising on business combinations | Amortisation of intangible assets arising on business combinations | Impairment of goodwill and intangible assets arising on business combinations | Exceptional operating costs | Impairment of property, plant and equipment and investment property | ||
£m | £m | £m | £m | £m | |||
RMS | (5.8) | - | - | - | - | ||
dmg information | (10.4) | (18.6) | - | - | - | ||
dmg events | - | (2.1) | - | - | - | ||
Euromoney | (2.7) | (17.9) | (18.5) | (3.2) | - | ||
dmg media | (4.3) | (0.6) | - | (17.7) | (1.6) | ||
(23.2) | (39.2) | (18.5) | (20.9) | (1.6) | |||
Corporate costs | - | - | - | - | - | ||
Total and continuing operations | (23.2) | (39.2) | (18.5) | (20.9) | (1.6) |
In Euromoney exceptional operating costs comprise restructuring and other exceptional costs following the reorganisation of certain businesses, office move costs and CIE legal costs. The impairment charge of £18.5 million relates to Hedgefund Intelligence, CIE and Indaba.
In the dmg media segment exceptional costs comprise £8.6 million severance, £4.5 million consultancy costs, office move costs of £3.9 million and £0.7 million relating to contingent consideration required to be treated as remuneration.
The Group's tax charge includes a related credit of £7.0 million in relation to these items.
| |
An analysis of the depreciation of property, plant and equipment and investment property, research costs, investment revenue, and net finance costs by segment is as follows: |
Audited year ended 30 September 2015 | Depreciation of property, plant and equipment and investment property | Research costs | Investment revenue | Net finance costs | ||||
£m | £m | £m | ||||||
RMS | (6.2) | (49.6) | 0.2 | - | ||||
dmg information | (8.4) | (3.6) | 0.2 | (0.6) | ||||
dmg events | (0.6) | (0.1) | 0.1 | - | ||||
Euromoney | (2.6) | (11.2) | 0.4 | 1.3 | ||||
dmg media | (15.1) | (1.7) | - | (1.4) | ||||
(32.9) | (66.2) | 0.9 | (0.7) | |||||
Corporate costs | (0.1) | - | 3.1 | (87.7) | ||||
Total and continuing operations | (33.0) | (66.2) | 4.0 | (88.4) |
DMGT plc | |||||||||
For the 6 months ended 31 March 2016 |
NOTES | |||||||||
2 | SEGMENT ANALYSIS - CONTINUED | ||||||||
The Group's revenue comprises sales excluding value added tax, less discounts and commission, where applicable, and is analysed as follows: |
Unaudited 6 months ended 31 March 2016 | Total | Discontinued operations | Inter-segment | Continuing operations | |||||
Note 20 | |||||||||
£m | £m | £m | £m | ||||||
Sale of goods | 358.4 | - | - | 358.4 | |||||
Rendering of services | 591.7 | - | - | 591.7 | |||||
950.1 | - | - | 950.1 | ||||||
Unaudited 6 months ended 31 March 2015 | Total | Discontinued operations | Inter-segment | Continuing operations | |||||
Note 20 | |||||||||
£m | £m | £m | £m | ||||||
Sale of goods | 352.9 | (2.7) | - | 350.2 | |||||
Rendering of services | 569.3 | - | (0.4) | 568.9 | |||||
922.2 | (2.7) | (0.4) | 919.1 | ||||||
Audited year ended 30 September 2015 | Total | Discontinued operations | Inter-segment | Continuing operations | |||||
Note 20 | |||||||||
£m | £m | £m | £m | ||||||
Sale of goods | 711.0 | (2.7) | - | 708.3 | |||||
Rendering of services | 1,135.2 | - | (0.8) | 1,134.4 | |||||
1,846.2 | (2.7) | (0.8) | 1,842.7 |
The Group includes circulation and subscriptions revenue within sales of goods, the remainder of the Group's revenue, excluding investment revenue is included within rendering of services. Investment revenue is shown in note 5 and finance income in note 6.
| |||||||||
By geographic area | |||||||||
The majority of the Group's operations are located in the United Kingdom, North America, rest of Europe, and Australia.
| |||||||||
The analysis below is based on the location of companies in these regions. Export sales and related profits are included in the areas from which those sales are made. |
Unaudited 6 months ended 31 March 2016 | Total | Discontinued operations | Continuing operations | ||||||
Note 20 | |||||||||
£m | £m | £m | |||||||
UK | 520.4 | - | 520.4 | ||||||
North America | 325.6 | - | 325.6 | ||||||
Rest of Europe | 25.2 | - | 25.2 | ||||||
Australia | 6.6 | - | 6.6 | ||||||
Rest of the World | 72.3 | - | 72.3 | ||||||
950.1 | - | 950.1 | |||||||
Unaudited 6 months ended 31 March 2015 | Total | Discontinued operations | Continuing operations | ||||||
Note 20 | |||||||||
£m | £m | £m | |||||||
UK | 527.8 | (2.7) | 525.1 | ||||||
North America | 296.9 | - | 296.9 | ||||||
Rest of Europe | 19.5 | - | 19.5 | ||||||
Australia | 7.8 | - | 7.8 | ||||||
Rest of the World | 69.8 | - | 69.8 | ||||||
921.8 | (2.7) | 919.1 | |||||||
Audited year ended 30 September 2015 | Total | Discontinued operations | Continuing operations | ||||||
Note 20 | |||||||||
£m | £m | £m | |||||||
UK | 1,048.5 | (2.7) | 1,045.8 | ||||||
North America | 632.1 | - | 632.1 | ||||||
Rest of Europe | 39.2 | - | 39.2 | ||||||
Australia | 16.8 | - | 16.8 | ||||||
Rest of the World | 108.8 | - | 108.8 | ||||||
1,845.4 | (2.7) | 1,842.7 | |||||||
The analysis below is based on the geographic location of customers in these regions. | |||||||||
Unaudited 6 months ended 31 March 2016 | Total | Discontinued operations | Continuing operations | ||||||
Note 20 | |||||||||
£m | £m | £m | |||||||
UK | 450.1 | - | 450.1 | ||||||
North America | 298.5 | - | 298.5 | ||||||
Rest of Europe | 93.5 | - | 93.5 | ||||||
Australia | 10.6 | - | 10.6 | ||||||
Rest of the World | 97.4 | - | 97.4 | ||||||
950.1 | - | 950.1 | |||||||
Unaudited 6 months ended 31 March 2015 | Total | Discontinued operations | Continuing operations | ||||||
Note 20 | |||||||||
£m | £m | £m | |||||||
UK | 475.3 | (2.7) | 472.6 | ||||||
North America | 263.4 | - | 263.4 | ||||||
Rest of Europe | 81.0 | - | 81.0 | ||||||
Australia | 11.6 | - | 11.6 | ||||||
Rest of the World | 90.5 | - | 90.5 | ||||||
921.8 | (2.7) | 919.1 | |||||||
Audited year ended 30 September 2015 | Total | Discontinued operations | Continuing operations | ||||||
Note 20 | |||||||||
£m | £m | £m | |||||||
UK | 932.2 | (2.7) | 929.5 | ||||||
North America | 563.4 | - | 563.4 | ||||||
Rest of Europe | 165.8 | - | 165.8 | ||||||
Australia | 24.0 | - | 24.0 | ||||||
Rest of the World | 160.0 | - | 160.0 | ||||||
1,845.4 | (2.7) | 1,842.7 |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
3 | SHARE OF RESULTS OF JOINT VENTURES AND ASSOCIATES |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||||
Note | £m | £m | £m | |||||
Share of profits/(losses) from operations of joint ventures | 0.2 | (0.3) | 0.3 | |||||
Share of profits from operations of associates | (i) | 10.8 | 14.7 | 32.2 | ||||
Adjusted operating profits from joint ventures and associates and share of profits before exceptional operating costs, amortisation, impairment of goodwill, interest and tax | 11.0 | 14.4 | 32.5 | |||||
Share of exceptional operating costs of associates | (1.8) | (1.8) | (4.2) | |||||
Share of amortisation of intangibles arising on business combinations of joint ventures | - | (0.1) | (0.1) | |||||
Share of amortisation of intangibles arising on business combinations of associates | (2.8) | (4.2) | (8.4) | |||||
Share of associates' interest payable | (1.4) | (0.2) | (2.3) | |||||
Share of joint ventures' tax | (0.2) | - | (0.3) | |||||
Share of associates' tax | (1.5) | (1.8) | (4.2) | |||||
Impairment of carrying value of joint ventures | (ii) | (0.1) | (1.8) | (1.7) | ||||
Share of results of joint ventures and associates | 3.2 | 4.5 | 11.3 | |||||
Share of results from operations of joint ventures | - | (0.4) | (0.1) | |||||
Share of results from operations of associates | 3.3 | 6.7 | 13.1 | |||||
Impairment of carrying value of joint venture | (0.1) | (1.8) | (1.7) | |||||
Share of results of joint ventures and associates | 3.2 | 4.5 | 11.3 |
(i) | Share of adjusted operating profits from associates includes £10.8 million (Period ended 31 March 2015 £6.8 million, Year ended 30 September 2015 £14.0 million) from the Group's interest in Zoopla and £nil (Period ended 31 March 2015 £7.8 million, Year ended 30 September 2015 £16.8 million) from the Group's interest in Local World in the dmg media segment.
|
(ii) | Represents a write down in the carrying value of Mail Today Newspapers Pte Ltd (India) in the dmg media segment. In the prior periods, principally relates to a write down in the carrying value of Artirix Ltd in the dmg media segment. |
4 | OTHER GAINS AND LOSSES |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||||
Note | £m | £m | £m | |||||
Profit on disposal of available-for-sale investments | (i) | - | 45.2 | 45.2 | ||||
Impairment of available-for-sale assets | - | (1.0) | (1.0) | |||||
Profit on disposal of property, plant and equipment | 0.5 | 3.4 | 3.1 | |||||
Profit on disposal of businesses | 19, (ii) | 62.0 | 6.1 | 6.5 | ||||
Recycled cumulative translation differences | 19, (ii) | - | 5.3 | 2.1 | ||||
(Loss)/gain on change in control | (iii) | (0.9) | 15.5 | 19.8 | ||||
Profit on disposal of joint ventures and associates | (iv) | 48.3 | 3.7 | 6.7 | ||||
109.9 | 78.2 | 82.4 |
(i) | In the prior periods, principally relates to a £45.5 million profit on disposal of Capital DATA Ltd within the Euromoney segment. The consideration received was £13.5 million zero coupon preference shares, together with £37.8 million ordinary shares (representing 15.5%) in Diamond TopCo Ltd ("Dealogic"). The consideration received in the form of ordinary shares is restricted by £5.8 million, representing an adjustment for the percentage of Euromoney's 15.5% ownership in Dealogic. The original investment in Capital DATA Ltd was accounted for as an available-for-sale investment with a carrying value of £nil.
|
(ii) | Principally relates to a £60.5 million profit on disposal of Wowcher Ltd. In the prior periods, principally relates to a £7.6 million profit on disposal of Lewtan Technologies, Inc. in the dmg information segment, together with a £2.5 million profit on disposal of various newsletter publications and website services titles within the Euromoney segment, inclusive of recycled cumulative translation differences.
|
(iii) | During the current period, the Group increased its interests in Dailymail.com Australia Pty Ltd in the dmg media segment and The Petrochemical Standard Inc. in the dmg information segment. During the prior period ended 31 March 2015 the Group increased its interests in Petrotranz Inc. and Commodity Vectors Ltd, both held by the dmg information segment. In addition, during the prior year ended 30 September 2015 the Group increased its interest in TreppPort LLC, also held by the dmg information segment. In each instance the Group obtained control and in accordance with IFRS 3, Business Combinations, the difference between the fair value of these investments and their carrying value at the date control passed to the Group has been treated as a (loss)/gain during the relevant period.
|
(iv) | Relates to the disposal of the Group's 38.7% equity stake in Local World Holdings Ltd (Local World), held by the dmg media segment. In the prior period ended 31 March 2015, principally relates to a £2.9 million profit on disposal of Capital NET Ltd within the Euromoney segment, together with a £0.6 million profit on disposal of Cougar Software Pty Ltd in the dmg information segment. In addition, during the prior year ended 30 September 2015, a profit on disposal of £2.2 million arose on disposal of 1.38% of the Group's holding in Zoopla in the dmg media segment. |
5 | INVESTMENT REVENUE |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||||
Note | £m | £m | £m | |||||
Dividend income - Press Association | (i) | - | - | 3.1 | ||||
Interest receivable from short-term deposits | 0.3 | 0.5 | 0.9 | |||||
Interest receivable on loan notes | 0.7 | - | - | |||||
1.0 | 0.5 | 4.0 | ||||||
(i) | In the prior year, relates to a distribution following the Press Association's disposal of its investment in MeteoGroup. |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
6 | NET FINANCE COSTS |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||||
Note | £m | £m | £m | |||||
Interest, arrangement and commitment fees payable on bonds, bank loans and loan notes | (18.2) | (16.9) | (35.9) | |||||
Premium on bond redemption | (i) | - | (39.9) | (39.9) | ||||
Loss on derivatives, or portions thereof, not designated for hedge accounting | (0.7) | (1.5) | (2.4) | |||||
Finance charge on defined benefit pension schemes | (2.4) | (4.1) | (6.8) | |||||
Change in fair value of derivative hedge of bond | 1.7 | 4.9 | 2.1 | |||||
Change in fair value of hedged portion of bond | (1.7) | (4.9) | (2.1) | |||||
Finance charge on discounting of contingent consideration payable | (ii) | (0.2) | (0.5) | (0.6) | ||||
Fair value movement of undesignated financial instruments | (4.1) | (5.9) | (4.9) | |||||
Fair value movement of contingent consideration receivable | - | (0.2) | (1.9) | |||||
Fair value movement of contingent consideration payable | - | (0.8) | (0.4) | |||||
Finance costs | (25.6) | (69.8) | (92.8) | |||||
Finance income on discounting of contingent consideration receivable | (ii) | - | 0.1 | 0.2 | ||||
Fair value movement of contingent consideration payable | 4.3 | - | - | |||||
Change in present value of acquisition put options | 9.2 | 5.0 | 4.2 | |||||
Finance income | 13.5 | 5.1 | 4.4 | |||||
Net finance costs | (12.1) | (64.7) | (88.4) |
(i) | On 22 September 2014 the Company announced its invitation to holders of its outstanding £165.0 million 2021 bonds and its outstanding £349.7 million 2018 bonds to tender their bonds for purchase by the Company for cash. On 30 September 2014 the Company announced the results and cash price payable of validly tendered 2018 and 2021 bonds. The total cash price payable by the Company amounted to £193.1 million, including a premium of £39.9 million, which was paid on 1 October 2014.
|
(ii) | The finance income/(charge) on the discounting of contingent consideration arises from the requirement under IFRS 3, Business Combinations, to record contingent consideration at fair value using a discounted cash flow approach. |
7 | TAX |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||||
£m | £m | £m | ||||||
The charge on the profit for the period consists of: | ||||||||
UK tax | ||||||||
Corporation tax at 20% (2015 20.5 %) | (1.1) | (5.0) | (4.6) | |||||
Adjustments in respect of prior years | (1.9) | - | (1.1) | |||||
(3.0) | (5.0) | (5.7) | ||||||
Overseas tax | ||||||||
Corporation tax | (6.4) | (13.1) | (25.1) | |||||
Adjustments in respect of prior years | (1.6) | (0.3) | 3.3 | |||||
(8.0) | (13.4) | (21.8) | ||||||
Total current tax | (11.0) | (18.4) | (27.5) | |||||
Deferred tax | ||||||||
Origination and reversals of temporary differences | (7.5) | 11.3 | 5.9 | |||||
Adjustments in respect of prior years | 10.0 | (0.2) | 0.8 | |||||
Total deferred tax | 2.5 | 11.1 | 6.7 | |||||
Total tax charge | (8.5) | (7.3) | (20.8) |
Adjusted tax on profits before amortisation and impairment of intangible assets, restructuring costs and non-recurring items (adjusted tax charge) amounted to a charge of £19.2 million (2015 £20.5 million) and the resulting effective rate is 14.8% (2015 14.1%). The differences between the tax charge and the adjusted tax charge are shown in the reconciliation below: |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||||
£m | £m | £m | ||||||
Total tax charge on the profit for the year | (8.5) | (7.3) | (20.8) | |||||
Share of tax in joint ventures and associates | (1.7) | (1.8) | (4.5) | |||||
Deferred tax on intangible assets | (6.1) | (2.4) | (8.4) | |||||
Tax on other adjusting items | (2.9) | (9.0) | (7.7) | |||||
Adjusted tax charge on the profit for the year | (19.2) | (20.5) | (41.4) |
In calculating the adjusted tax rate, the Group excludes the potential future deferred tax effects of intangible assets (other than internally generated and acquired computer software) as it prefers to give the users of its accounts a view of the tax charge based on the current status of such items. |
8 | DIVIDENDS PAID |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | Audited year ended 30 September 2015 | |||
Pence per share | £m | Pence per share | £m | Pence per share | £m | |||
Amounts recognisable as distributions to equity holders in the period | ||||||||
Ordinary Shares - final dividend for the year ended 30 September 2015 | 14.9 | 3.0 | - | - | - | - | ||
A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2015 | 14.9 | 49.7 | - | - | - | - | ||
Ordinary Shares - final dividend for the year ended 30 September 2014 | - | - | 14.2 | 2.8 | 14.2 | 2.8 | ||
A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2014 | - | - | 14.2 | 48.9 | 14.2 | 48.9 | ||
52.7 | 51.7 | 51.7 | ||||||
Ordinary Shares - interim dividend for the year ended 30 September 2015 | - | - | - | - | 6.5 | 1.3 | ||
A Ordinary Non-Voting Shares - interim dividend for the year ended 30 September 2015 | - | - | - | - | 6.5 | 22.0 | ||
- | - | 23.3 | ||||||
52.7 | 51.7 | 75.0 |
The Board has declared an interim dividend of 6.7 p per Ordinary / A Ordinary Non-Voting share (2015 6.5 p) which will absorb an estimated £23.7 million (2015 £23.6 million) of shareholders' equity for which no liability has been recognised in these financial statements. It will be paid on 2 July 2016 to shareholders on the register at the close of business on 10 June 2016. |
DMGT plc | |||||||||
For the 6 months ended 31 March 2016 |
NOTES | |||||||||
9 | ADJUSTED PROFIT |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | |||||||
Note | £m | £m | £m | ||||||
Profit before tax - continuing operations | 194.9 | 126.7 | 216.1 | ||||||
Profit before tax - discontinued operations | - | 1.1 | 1.1 | ||||||
Adjust for: | |||||||||
Amortisation of intangible assets in Group profit from operations, including joint ventures and associates, arising on business combinations | 22.9 | 23.4 | 47.7 | ||||||
Impairment of goodwill and intangible assets arising on business combinations | 13.0 | 7.8 | 18.5 | ||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | 11.8 | 13.5 | 22.5 | ||||||
Share of exceptional operating costs of joint ventures and associates | 1.8 | 1.8 | 4.2 | ||||||
Impairment of carrying value of joint ventures and associates | 0.1 | 1.8 | 1.7 | ||||||
Other gains and losses: | |||||||||
Profit on disposal of available-for-sale investments | - | (45.2) | (45.2) | ||||||
Impairment of available-for-sale assets | - | 1.0 | 1.0 | ||||||
Profit on disposal of property, plant and equipment | (0.5) | (3.4) | (3.1) | ||||||
Profit on disposal of businesses, joint ventures, associates, change of control and recycled cumulative translation differences | (109.4) | (30.6) | (35.1) | ||||||
Investment revenue: | |||||||||
Dividend income - Press Association | - | - | (3.1) | ||||||
Finance costs: | |||||||||
Premium on bond redemption | - | 39.9 | 39.9 | ||||||
Finance charge on defined benefit pension schemes | 2.4 | 4.1 | 6.8 | ||||||
Fair value movements | (i) | (9.4) | 1.9 | 3.0 | |||||
Tax: | |||||||||
Share of tax in joint ventures and associates | 1.7 | 1.8 | 4.5 | ||||||
Adjusted profit before tax and non-controlling interests | 129.3 | 145.6 | 280.5 | ||||||
Total tax charge on the profit for the year | (8.5) | (7.3) | (20.8) | ||||||
Adjust for: | |||||||||
Share of tax in joint ventures and associates | (1.7) | (1.8) | (4.5) | ||||||
Deferred tax on intangible assets | (6.1) | (2.4) | (8.4) | ||||||
Tax on other adjusting items | (2.9) | (9.0) | (7.7) | ||||||
Non-controlling interests | (ii) | (11.5) | (11.1) | (23.6) | |||||
Adjusted profit after taxation and non-controlling interests | 98.6 | 114.0 | 215.5 |
(i) | Fair value movements include movements on undesignated financial instruments, contingent consideration payable and receivable and change in value of acquisition put options.
|
(ii) | The adjusted non-controlling interests' share of profits for the period of £11.5 million (2015 £11.1 million) is stated after eliminating a credit of £6.8 million (2015 £11.8 million charge), being the non-controlling interests' share of adjusting items. |
10 | EARNINGS PER SHARE | ||||||||
Basic earnings per share of 51.3 p (2015 40.4 p) and diluted earnings per share of 50.1 p (2015 39.5 p) are calculated, in accordance with IAS 33, Earnings per share, on Group profit for the financial period of £181.7 million (2015 £96.5 million) as adjusted for the effect of dilutive ordinary shares of £0.1 million (2015 £0.2 million) and earnings from discontinued operations of £nil (2015 £50.4 million) and on the weighted average number of ordinary shares in issue during the period, as set out below.
| |||||||||
As in previous periods, adjusted earnings per share have also been disclosed since the Directors consider that this alternative measure gives a more comparable indication of the Group's underlying trading performance. Adjusted earnings per share of 27.9 p (2015 31.4 p) are calculated on profit for continuing and discontinued operations before exceptional operating costs, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, other gains and losses and exceptional financing costs after taxation and non-controlling interests associated with those profits, of £98.6 million (2015 £114.0 million), as set out in note 9 above, and on the basic weighted average number of ordinary shares in issue during the period. |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||
Diluted earnings | Diluted earnings | Diluted earnings | Basic earnings | Basic earnings | Basic earnings | ||||
£m | £m | £m | £m | £m | £m | ||||
Earnings from continuing operations | 181.7 | 96.5 | 166.6 | 181.7 | 96.5 | 166.6 | |||
Effect of dilutive Ordinary Shares | (0.1) | (0.2) | (0.3) | - | - | - | |||
Earnings from discontinued operations | - | 50.4 | 50.0 | - | 50.4 | 50.0 | |||
181.6 | 146.7 | 216.3 | 181.7 | 146.9 | 216.6 | ||||
Adjusted earnings from continuing and discontinued operations | 98.6 | 114.0 | 215.5 | 98.6 | 114.0 | 215.5 | |||
Effect of dilutive Ordinary Shares | (0.1) | (0.2) | (0.3) | - | - | - | |||
98.5 | 113.8 | 215.2 | 98.6 | 114.0 | 215.5 | ||||
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||
Diluted | Diluted | Diluted | Basic | Basic | Basic | ||||
pence | pence | pence | pence | pence | pence | ||||
per share | per share | per share | per share | per share | per share | ||||
Earnings per share from continuing operations | 50.1 | 26.0 | 45.5 | 51.3 | 26.5 | 46.2 | |||
Effect of dilutive Ordinary Shares | - | (0.1) | (0.1) | - | - | - | |||
Earnings per share from discontinued operations | - | 13.6 | 13.6 | - | 13.9 | 13.9 | |||
Earnings per share from continuing and discontinued operations | 50.1 | 39.5 | 59.0 | 51.3 | 40.4 | 60.1 | |||
Adjusted earnings per share from continuing and discontinued operations | 27.2 | 30.8 | 58.8 | 27.9 | 31.4 | 59.7 | |||
Effect of dilutive Ordinary Shares | - | (0.1) | (0.1) | - | - | - | |||
Adjusted earnings per share from continuing and discontinued operations | 27.2 | 30.7 | 58.7 | 27.9 | 31.4 | 59.7 | |||
The weighted average number of Ordinary Shares in issue during the year for the purpose of these calculations is as follows: |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | |||||||
Number m | Number m | Number m | |||||||
Number of Ordinary Shares in issue | 362.7 | 378.0 | 372.4 | ||||||
Own shares held | (8.7) | (14.4) | (11.6) | ||||||
Basic earnings per share denominator | 354.0 | 363.6 | 360.8 | ||||||
Effect of dilutive share options | 8.7 | 7.0 | 5.7 | ||||||
Dilutive earnings per share denominator | 362.7 | 370.6 | 366.5 |
DMGT plc | |||||||
For the 6 months ended 31 March 2016 | |||||||
NOTES |
11 | GOODWILL AND OTHER INTANGIBLE ASSETS |
Goodwill | Other Intangibles | ||||||
Note | £m | £m | |||||
Cost | |||||||
At 30 September 2014 | 817.3 | 841.4 | |||||
Additions from business combinations | 72.2 | 27.2 | |||||
Other additions | - | 2.2 | |||||
Internally generated | - | 26.4 | |||||
Adjustment to previous year estimate of contingent consideration | (0.4) | - | |||||
Disposals | (9.9) | (14.7) | |||||
Exchange adjustment | 38.3 | 44.3 | |||||
At 31 March 2015 | 917.5 | 926.8 | |||||
At 30 September 2014 | 817.3 | 841.4 | |||||
Additions from business combinations | 140.1 | 55.2 | |||||
Other additions | - | 3.4 | |||||
Internally generated | - | 53.1 | |||||
Adjustment to previous year estimate of contingent consideration | (0.5) | - | |||||
Disposals | (18.9) | (41.9) | |||||
Exchange adjustment | 28.3 | 33.2 | |||||
At 30 September 2015 | 966.3 | 944.4 | |||||
Additions from business combinations | 18 | 11.4 | 11.1 | ||||
Other additions | - | 3.8 | |||||
Internally generated | - | 26.4 | |||||
Disposals | - | (2.2) | |||||
Classified as held-for-sale | (5.6) | - | |||||
Adjustment in respect of prior year acquisition | (3.0) | - | |||||
Exchange adjustment | 28.9 | 31.2 | |||||
At 31 March 2016 | 998.0 | 1,014.7 | |||||
Accumulated amortisation and impairment | |||||||
At 30 September 2014 | 52.7 | 480.7 | |||||
Amortisation | - | 29.2 | |||||
Impairment | 7.8 | - | |||||
Disposals | (9.9) | (14.2) | |||||
Exchange adjustment | 1.1 | 23.7 | |||||
At 31 March 2015 | 51.7 | 519.4 | |||||
At 30 September 2014 | 52.7 | 480.7 | |||||
Amortisation | - | 62.4 | |||||
Impairment | 18.5 | - | |||||
Disposals | (14.3) | (40.3) | |||||
Exchange adjustment | 0.7 | 17.7 | |||||
At 30 September 2015 | 57.6 | 520.5 | |||||
Amortisation | - | 31.2 | |||||
Impairment | 12.9 | 0.1 | |||||
Disposals | - | (1.2) | |||||
Exchange adjustment | 0.4 | 15.1 | |||||
At 31 March 2016 | 70.9 | 565.7 | |||||
Net book value - 30 September 2014 | 764.6 | 360.7 | |||||
Net book value - 31 March 2015 | 865.8 | 407.4 | |||||
Net book value - 30 September 2015 | 908.7 | 423.9 | |||||
Net book value - 31 March 2016 | 927.1 | 449.0 |
The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Intangible assets, all of which have finite lives, are tested separately from goodwill only where impairment indicators exist. The total impairment charge recognised for the period was £13.0 million, principally in relation to Indaba goodwill in the Euromoney segment, the result of continued challenging market conditions and the depreciation of the South African Rand. There was a £2.4 million tax credit associated with this impairment charge.
| |||||||
The total impairment charge recognised for the prior period was £7.8 million relating to certain businesses in the Euromoney segment. There was no tax credit associated with this impairment charge.
| |||||||
When testing for impairment, the recoverable amounts for all of the Group's cash-generating units (CGUs) are measured at the higher of value in use and fair value less costs to sell. Value in use is calculated by discounting future expected cash flows. These calculations use cash flow projections based on management approved budgets and projections which reflect management's current experience and future expectations of the markets in which the CGU operates. Risk adjusted pre-tax discount rates used by the Group in its impairment tests range from 12.0% to 17.4% (2015 9.5% to 21.7%), the choice of rates depending on the risks specific to that CGU. The Group's estimate of the weighted average cost of capital is 9.5% (2015 9.5%). The cash flow projections consist of Board approved budgets for the following year, together with forecasts for up to five additional years and long-term growth rates beyond these periods. The long-term growth rates range between 1.5% and 7.0% (2015 0.0% and 3.0%) and vary with management's view of the CGU's market position, maturity of the relevant market and do not exceed the long-term average growth rate for the market in which the CGU operates. |
12 | PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTY | ||||||
During the period the Group spent £13.0 million (2015 £18.1 million) on property, plant and equipment and disposed certain of its property, plant and equipment with a carrying value of £1.9 million (2015 £13.7 million) for proceeds of £1.1 million (2015 £16.5 million).
| |||||||
During the period the Group disposed of investment property with a carrying value of £nil (2015 £1.2 million) for proceeds of £0.3 million (2015 £0.2 million). |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
13 | EBITDA AND CASH GENERATED BY OPERATIONS |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||||||
Note | £m | £m | £m | |||||
Continuing operations | ||||||||
Adjusted operating profit | 2 | 137.8 | 148.6 | 287.0 | ||||
Non-exceptional depreciation charge | 2 | 17.0 | 15.4 | 33.0 | ||||
Amortisation of internally generated and acquired computer software | 2 | 11.1 | 10.1 | 23.2 | ||||
Operating profits from joint ventures and associates | 3 | 11.0 | 14.4 | 32.5 | ||||
Discontinued operations | ||||||||
Adjusted operating profit | 20 | - | 1.1 | 1.1 | ||||
EBITDA | 176.9 | 189.6 | 376.8 | |||||
Adjustments for: | ||||||||
Share-based payments | 6.6 | 10.0 | 17.3 | |||||
Loss on disposal of property, plant and equipment | 1.0 | 1.6 | 1.6 | |||||
Pension charge less than cash contributions | 2 | (0.6) | (0.7) | (1.3) | ||||
Share of profits from joint ventures and associates | (11.0) | (14.4) | (32.5) | |||||
Exceptional operating costs | (11.6) | (11.9) | (20.9) | |||||
Decrease/(increase) in inventories | 10.6 | (0.8) | (8.1) | |||||
Decrease/(increase) in trade and other receivables | 2.3 | (23.3) | (19.7) | |||||
(Decrease)/increase in trade and other payables | (76.2) | (46.3) | 18.8 | |||||
Decrease in provisions | (3.9) | (0.4) | (2.6) | |||||
Additional payments into pension schemes | (33.4) | (38.0) | (48.1) | |||||
Cash generated by operations | 60.7 | 65.4 | 281.3 |
14 | ANALYSIS OF NET DEBT | |||||||
The analysis of net debt below is calculated using period end exchange rates. The Group's bank facilities require net debt to be measured using average rates for the period, resulting in net debt for bank covenant purposes of £708.8 million (2015 £735.7 million). |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||||||
£m | £m | £m | ||||||
Net debt at start of period | (698.3) | (603.0) | (603.0) | |||||
Cash flow | (9.9) | (122.3) | (77.3) | |||||
Arising with acquisitions | (0.2) | - | - | |||||
Fair value hedging arrangements | (1.7) | (4.9) | (2.1) | |||||
Foreign exchange movements | (8.6) | (19.3) | (13.4) | |||||
Other non-cash movements | (1.4) | (1.2) | (2.5) | |||||
Net debt at period end | (720.1) | (750.7) | (698.3) | |||||
Analysed as: | ||||||||
Cash and cash equivalents | 20.7 | 6.4 | 31.6 | |||||
Cash and cash equivalents included within assets held for resale | 0.3 | 0.8 | 0.6 | |||||
21.0 | 7.2 | 32.2 | ||||||
Bank overdrafts | - | (0.4) | (0.7) | |||||
Cash and cash equivalents in the Condensed Consolidated Cash Flow Statement | 21.0 | 6.8 | 31.5 | |||||
Debt due within one year: | ||||||||
Loan notes | (2.5) | (3.0) | (2.5) | |||||
Finance lease obligations | (0.4) | (0.2) | (0.2) | |||||
Debt due in more than one year: | ||||||||
Bonds | (423.3) | (421.7) | (420.2) | |||||
Bank loans | (314.7) | (332.4) | (306.7) | |||||
Finance lease obligations | (0.2) | (0.2) | (0.2) | |||||
Net debt at period end | (720.1) | (750.7) | (698.3) | |||||
Effect of derivatives on bank loans | 1.2 | (3.2) | (3.2) | |||||
Net debt including derivatives - closing rate | (718.9) | (753.9) | (701.5) | |||||
Net debt including derivatives - average rate | (708.8) | (735.7) | (694.4) |
The net cash outflow of £9.9 million (2015 £122.3 million) includes a cash outflow of £9.5 million (2015 £6.4 million) in respect of operating exceptional items. |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
15 | BORROWINGS |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||||||
£m | £m | £m | ||||||
Current liabilities | ||||||||
Bank overdrafts | - | 0.4 | 0.7 | |||||
Loan notes | 2.5 | 3.0 | 2.5 | |||||
Finance lease obligations | 0.4 | 0.2 | 0.2 | |||||
2.9 | 3.6 | 3.4 | ||||||
Non-current liabilities | ||||||||
Bonds | 423.3 | 421.7 | 420.2 | |||||
Bank loans | 314.7 | 332.4 | 306.7 | |||||
Finance lease obligations | 0.2 | 0.2 | 0.2 | |||||
738.2 | 754.3 | 727.1 |
16 | BANK LOANS | |||||||
The Group's total committed bank facilities amount to £582.5 million. Of these facilities £195.0 million are denominated in Sterling and £387.5 million (US$558.0 million) are denominated in US dollars. Drawings are permitted in all major currencies.
| ||||||||
The Group's bank loans bear interest charged at LIBOR plus a margin. The margin varies by bank and is based on the Group's ratio of net debt to EBITDA or the Group's credit rating. Additionally each facility contains a covenant based on a minimum interest cover ratio. EBITDA for these purposes is defined as the aggregate of the Group's consolidated operating profit including share of results of joint ventures and associates before deducting depreciation, amortisation and impairment of intangible assets, impairment of goodwill, before exceptional items and before interest and finance charges and is calculated in note 13 above. These covenants were met at the relevant test dates during the period.
| ||||||||
The limit imposed by the Group's bank covenants is at least 3.0 times EBITDA to net interest. The actual ratio for the year was 9.2 times (2015 10.1 times).
| ||||||||
The Group's internal target of Net Debt to EBITDA cover is no greater than 2.0 times whilst the limit imposed by its bank covenants is no greater than 3.75 times. The bank covenant ratio uses the average exchange rate in the calculation of net debt. On a bank covenant basis, using average exchange rates to calculate net debt and EBITDA, the Group's net debt to EBITDA ratio as at 31 March 2016 was 1.95 times (31 March 2015 1.94 times, 30 September 2015 1.84 times).
| ||||||||
The Group's committed bank facilities and their maturity dates are as follows: |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||||||
£m | £m | £m | ||||||
Expiring in more than three years but not more than four years | 582.5 | 572.0 | 564.5 | |||||
Total bank facilities | 582.5 | 572.0 | 564.5 | |||||
The following undrawn committed borrowing facilities were available to the Group in respect of which all conditions precedent had been met: | ||||||||
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||||||
£m | £m | £m | ||||||
Expiring in more than three years but not more than four years | 287.2 | 237.5 | 278.2 | |||||
Total undrawn committed bank facilities | 287.2 | 237.5 | 278.2 |
17 | FINANCIAL ASSETS AND LIABILITIES | |||||||
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:
| ||||||||
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
| ||||||||
Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
| ||||||||
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
Unaudited at 31 March 2016 | Level 1 | Level 2 | Level 3 | Total | ||||
Note | £m | £m | £m | £m | ||||
Financial assets | ||||||||
Available-for-sale financial assets | - | - | 14.2 | 14.2 | ||||
Fair value through profit and loss | ||||||||
Derivative instruments not designated in hedge accounting relationships | - | 0.7 | - | 0.7 | ||||
Provision for contingent consideration receivable | - | - | 5.8 | 5.8 | ||||
Derivative instruments in designated hedge accounting relationships | - | 24.4 | - | 24.4 | ||||
- | 25.1 | 20.0 | 45.1 | |||||
Financial liabilities | ||||||||
Fair value through profit and loss | ||||||||
Derivative instruments not designated in hedge accounting relationships | - | (22.3) | - | (22.3) | ||||
Provision for contingent consideration payable | - | - | (53.9) | (53.9) | ||||
Derivative instruments in designated hedge accounting relationships | - | (18.2) | - | (18.2) | ||||
- | (40.5) | (53.9) | (94.4) | |||||
Unaudited at 31 March 2015 | Level 1 | Level 2 | Level 3 | Total | ||||
£m | £m | £m | £m | |||||
Financial assets | ||||||||
Available-for-sale financial assets | - | - | 3.9 | 3.9 | ||||
Fair value through profit and loss | ||||||||
Derivative instruments not designated in hedge accounting relationships | - | 2.0 | - | 2.0 | ||||
Provision for contingent consideration receivable | - | - | 3.0 | 3.0 | ||||
Derivative instruments in designated hedge accounting relationships | - | 24.8 | - | 24.8 | ||||
- | 26.8 | 6.9 | 33.7 | |||||
Financial liabilities | ||||||||
Fair value through profit and loss | ||||||||
Derivative instruments not designated in hedge accounting relationships | - | (19.2) | - | (19.2) | ||||
Provision for contingent consideration payable | - | - | (13.0) | (13.0) | ||||
Derivative instruments in designated hedge accounting relationships | - | (13.7) | - | (13.7) | ||||
- | (32.9) | (13.0) | (45.9) |
DMGT plc | |
For the 6 months ended 31 March 2016 | |
NOTES |
17 | FINANCIAL ASSETS AND LIABILITIES - CONTINUED |
Audited at 30 September 2015 | Level 1 | Level 2 | Level 3 | Total | |
£m | £m | £m | £m | ||
Financial assets | |||||
Available-for-sale financial assets | - | - | 13.8 | 13.8 | |
Fair value through profit and loss | |||||
Derivative instruments not designated in hedge accounting relationships | - | 1.1 | - | 1.1 | |
Provision for contingent consideration receivable | - | - | 2.3 | 2.3 | |
Derivative instruments in designated hedge accounting relationships | - | 19.9 | - | 19.9 | |
- | 21.0 | 16.1 | 37.1 | ||
Financial liabilities | |||||
Fair value through profit and loss | |||||
Derivative instruments not designated in hedge accounting relationships | - | (18.2) | - | (18.2) | |
Provision for contingent consideration payable | - | - | (54.3) | (54.3) | |
Derivative instruments in designated hedge accounting relationships | - | (10.9) | - | (10.9) | |
- | (29.1) | (54.3) | (83.4) |
There were no transfers between categories in the period.
| |
The key inputs into the significant level 3 financial liabilities are the future profitability of the businesses to which the contingent consideration relates and the discount rate. The range of possible outcomes for the fair value of these options is £1.3 million to £374.4 million (2015 £0.6 million to £49.0 million).
| |
A one percentage point increase or decrease in the growth rate used in estimating the expected profits, results in the contingent consideration liability at 31 March 2016 increasing or decreasing by £0.5 million and £0.5 million respectively (2015 £0.1 million and £0.1 million) with the corresponding change in value at 31 March 2016 charged or credited to the Income Statement in future periods.
| |
The rates used to discount contingent consideration range from 0.3% to 3.0% (2015 0.4% to 3.0%). A one percentage point increase or decrease in the discount rate used to discount the expected gross value of payments, results in the contingent consideration liability at 31 March 2016 decreasing or increasing by £1.5 million and £1.3 million respectively (2015 £0.2 million and £0.2 million), with the corresponding change in value at 31 March 2016 credited or charged to the Income Statement in future periods. |
Reconciliation of level 3 fair value measurement of financial liabilities: |
Note | £m | ||
Audited at 30 September 2014 | (20.2) | ||
Cash paid to settle contingent consideration in respect of acquisitions | 18 | 14.2 | |
Change in fair value of contingent consideration in income | 6 | (0.8) | |
Finance charge on discounting of contingent consideration | 6 | (0.5) | |
Additions to contingent consideration | (5.4) | ||
Adjustment to goodwill | 0.4 | ||
Exchange adjustment | (0.7) | ||
Unaudited at 31 March 2015 | (13.0) | ||
Audited at 30 September 2014 | (20.2) | ||
Cash paid to settle contingent consideration in respect of acquisitions | 18 | 15.1 | |
Change in fair value of contingent consideration in income | 6 | (0.4) | |
Finance charge on discounting of contingent consideration | 6 | (0.6) | |
Additions to contingent consideration | (48.0) | ||
Contingent consideration owned by subsidiaries disposed | 0.8 | ||
Adjustment to goodwill | 0.5 | ||
Exchange adjustment | (1.5) | ||
Audited at 30 September 2015 | (54.3) | ||
Cash paid to settle contingent consideration in respect of acquisitions | 18 | 1.9 | |
Change in fair value of contingent consideration in income | 6 | 4.3 | |
Finance charge on discounting of contingent consideration | 6 | (0.2) | |
Additions to contingent consideration | 18 | (3.1) | |
Exchange adjustment | (2.5) | ||
Unaudited at 31 March 2016 | (53.9) |
The following table is a summary of the carrying amounts of the Group's other financial instruments which are not measured subsequent to initial recognition at fair value. Other than the bonds, the fair value of the Group's financial instruments equates to the carrying amounts disclosed below: |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||||||
Carrying value | Carrying value | Carrying value | ||||||
Note | £m | £m | £m | |||||
Trade receivables | 193.6 | 195.9 | 194.9 | |||||
Other receivables | 32.1 | 43.4 | 46.5 | |||||
Other financial assets | (i), (ii) | 23.1 | 5.9 | 3.6 | ||||
Cash and cash equivalents | 20.7 | 6.4 | 31.6 | |||||
Loans and receivables | 269.5 | 251.6 | 276.6 | |||||
Trade payables | (47.7) | (30.9) | (66.5) | |||||
Bank overdrafts | - | (0.4) | (0.7) | |||||
Bonds | (iii) | (423.3) | (421.7) | (420.2) | ||||
Bank loans | (314.7) | (332.4) | (306.7) | |||||
Loan notes | (2.5) | (3.0) | (2.5) | |||||
Amounts payable under finance leases | (0.6) | (0.4) | (0.4) | |||||
Liabilities at amortised cost | (788.8) | (788.8) | (797.0) | |||||
Acquisition put option commitments | (44.6) | (52.7) | (51.2) | |||||
Derivative liabilities not designated as hedging instruments | (44.6) | (52.7) | (51.2) |
(i) Includes 10% fixed rate unsecured loan notes, repayable 31 December 2025 with a carrying value of £20.5 million. The loan notes were issued to the Group during the period by Excalibur Debtco Ltd as consideration for the disposal of Wowcher Ltd (note 19).
| |
(ii) The Group deposits collateral with counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives Association) Master Agreement. At 31 March 2016, other financial assets includes £1.9m of collateral (2015 £nil). This represents cash that cannot be readily used in the Group's operations.
| |
(iii) The carrying and fair values of the Group's bonds and the coupons payable are as follows: |
Unaudited at 31 March 2016 | Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | Audited at 30 September 2015 | ||
Maturity Coupon % | Fair value | Carrying value | Fair value | Carrying value | Fair value | Carrying value | |
£m | £m | £m | £m | £m | £m | ||
2018 5.75 | 236.8 | 212.5 | 247.1 | 210.4 | 240.6 | 211.7 | |
2021 10.00 | 9.4 | 10.4 | 10.1 | 11.0 | 9.6 | 10.3 | |
2027 6.375 | 237.8 | 200.4 | 258.4 | 200.3 | 240.0 | 198.2 | |
484.0 | 423.3 | 515.6 | 421.7 | 490.2 | 420.2 |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
18 | SUMMARY OF THE EFFECTS OF ACQUISITIONS |
On 1 October 2015, the dmg information segment acquired the entire share capital of Estate Technical Solutions Ltd (ETSOS) for total consideration of £13.8 million. ETSOS is a UK-based property search company, primarily delivering residential and commercial property information to legal professionals.
| |
ETSOS contributed £5.8 million to the Group's revenue, £0.6 million to the Group's operating profit and £0.6 million to the Group's profit after tax for the period between the date of acquisition and 31 March 2016. |
On 23 December 2015, the dmg information segment acquired assets from Par Framework Inc (PAR) for total consideration of £4.5 million. PAR is a is a provider of analytics-as-a-service to improve higher education student retention and graduation rates.
| |
PAR contributed £0.2 million to the Group's revenue, a loss of £0.2 million to the Group's operating profit and a loss of £0.2 million to the Group's profit after tax for the period between the date of acquisition and 31 March 2016.
| |
If the acquisition had been completed on the first day of the financial period, PAR would have contributed £0.4 million to the Group's revenue, a loss of £0.2 million to the Group's operating profit and a loss of £0.2 million to the Group's adjusted profit after tax.
| |
On 29 February 2016, the dmg events segment acquired the entire share capital of Exhibition Management Services Pty Ltd (EMS) for total consideration of £2.5 million. EMS operates a number of annual and biennial shows including SAITEX, a generalist trade show and Africa Big 7, a food and food services show, both of which are run annually in Johannesburg.
| |
EMS contributed £nil to the Group's revenue, £nil to the Group's operating profit and £nil to the Group's profit after tax for the period between the date of acquisition and 31 March 2016.
| |
If the acquisition had been completed on the first day of the financial period, EMS would have contributed £nil to the Group's revenue, a loss of £0.2 million to the Group's operating profit and a loss of £0.2 million to the Group's adjusted profit after tax.
|
Provisional fair value of net assets acquired with all acquisitions: |
ETSOS | PAR | EMS | Other | Total | ||||
£m | £m | £m | £m | £m | ||||
Goodwill | (i) | 7.9 | 1.9 | 1.6 | - | 11.4 | ||
Intangible assets | 6.3 | 3.6 | 1.2 | - | 11.1 | |||
Property, plant and equipment | - | - | - | 0.3 | 0.3 | |||
Inventories | - | - | 0.1 | - | 0.1 | |||
Trade and other receivables | (ii) | 1.3 | 0.2 | 0.3 | 0.1 | 1.9 | ||
Cash and cash equivalents | 0.9 | - | 1.4 | 1.1 | 3.4 | |||
Trade and other payables | (1.4) | (1.2) | (1.8) | (1.2) | (5.6) | |||
Finance lease obligations | - | - | - | (0.2) | (0.2) | |||
Corporation tax | (0.1) | - | - | 0.3 | 0.2 | |||
Deferred tax | (1.1) | - | (0.3) | (0.1) | (1.5) | |||
Provisions | - | - | - | (0.1) | (0.1) | |||
Net assets acquired | 13.8 | 4.5 | 2.5 | 0.2 | 21.0 |
Cost of acquisitions: |
£m | £m | £m | £m | £m | ||||
Cash paid in current year | 12.8 | 2.7 | 2.2 | - | 17.7 | |||
Fair value of investment in associate on acquisition of control | - | - | - | 0.2 | 0.2 | |||
Contingent consideration | (iii) | 1.0 | 1.8 | 0.3 | - | 3.1 | ||
Total consideration at fair value | 13.8 | 4.5 | 2.5 | 0.2 | 21.0 |
(i) | The amount of goodwill which is deductible for the purposes of calculating the Group's tax charge is £nil.
|
Goodwill arising on these acquisitions is principally attributable to the anticipated profitability relating to the distribution of the Group's products in new and existing markets and anticipated operating synergies from the business combinations.
| |
(ii) | The fair value of trade and other receivables includes trade receivables with a fair value of £1.0 million. The gross contractual amount of trade receivables due is £1.0 million, of which £nil is expected to be uncollectable.
|
(iii) | The contingent consideration recognised during the period is based on future business valuations and profit multiples and has been estimated using available data forecasts. It is expected to fall due as follows: £0.8 million within one year, £1.3 million between one and two years, and £1.0 million between two and five years.
|
All of the companies acquired during the period contributed £6.0 million to the Group's revenue and £nil to the Group's profit after tax for the period between the date of acquisition and 31 March 2016.
| |
Acquisition-related costs amounting to £0.1 million are charged against profits for the period in the Consolidated Income Statement.
| |
If all acquisitions had been completed on the first day of the period, Group revenues for the period would have been £950.3 million and Group profit attributable to equity holders of the parent would have been £181.6 million. This information takes into account the amortisation of acquired intangible assets together with related income tax effects but excludes any pre-acquisition finance costs and should not be viewed as indicative of the results of operations that would have occurred if the acquisitions had actually been completed on the first day of the period. |
Purchase of additional shares in controlled entities |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||
£m | £m | £m | ||
Cash consideration | 0.2 | 0.1 | 0.2 |
During the period, the Group acquired additional shares in controlled entities for cash consideration of £0.2 million (2015 £0.1 million). Under the Group's accounting policy for the acquisition of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Consolidated Statement of Financial Position. The difference between the cost of the additional shares and the carrying value of the non-controlling interests' share of net assets is adjusted in retained earnings. The adjustment to retained earnings in the period was a charge of £4.8 million (2015 £5.7 million). |
Reconciliation to purchase of subsidiaries as shown in the Condensed Consolidated Cash Flow Statement: |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||||||
£m | £m | £m | ||||||
Cash consideration | 17.7 | 53.1 | 85.5 | |||||
Cash paid to settle contingent consideration in respect of acquisitions | 1.9 | 14.2 | 15.1 | |||||
Cash and cash equivalents acquired with subsidiaries | (3.4) | (4.8) | (5.6) | |||||
16.2 | 62.5 | 95.0 |
DMGT plc | ||||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||
19 | SUMMARY OF THE EFFECTS OF DISPOSALS |
On 26 November 2015 the dmg media segment disposed of 96.1% of the ordinary share capital of Wowcher Ltd (Wowcher), to a newly formed company, Excalibur Bidco Ltd (Excalibur). The Group received cash consideration of £27.3 million, together with a 23.9% shareholding in the new company and £20.5 million 10% loan notes in Excalibur Debtco Ltd. |
The impact of the disposal of businesses completed during the period on net assets is as follows: |
Wowcher | Relating to prior year disposals | Total | |||
Note | £m | £m | £m | ||
Intangible assets | 1.0 | - | 1.0 | ||
Property, plant and equipment | 0.6 | - | 0.6 | ||
Trade and other receivables | 7.1 | - | 7.1 | ||
Trade and other payables | (14.0) | - | (14.0) | ||
Provisions | (0.9) | - | (0.9) | ||
Deferred tax | 0.4 | - | 0.4 | ||
Net liabilities disposed | (5.8) | - | (5.8) | ||
Profit on sale | 4 | 60.5 | 1.5 | 62.0 | |
54.7 | 1.5 | 56.2 | |||
Satisfied by: | |||||
Cash received | 27.3 | 0.8 | 28.1 | ||
Fair value of investment in associate | 0.1 | - | 0.1 | ||
Loan notes issued to associate | 20.5 | - | 20.5 | ||
Working capital adjustment | 6.8 | 0.7 | 7.5 | ||
54.7 | 1.5 | 56.2 |
During the period Wowcher generated £0.2 million of the Group's net operating cash flows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.
| ||||||||
The Group's tax charge includes £nil in relation to these disposals.
| ||||||||
In addition, the Group's interest in Euromoney was diluted during the period by 0.02% (2015 0.05%). Under the Group's accounting policy for the disposal of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Condensed Consolidated Statement of Financial Position. The difference between the Group's share of net assets before and after this dilution is adjusted in retained earnings. The adjustment to retained earnings in the period was a charge of £0.1 million (2015 £0.2 million).
| ||||||||
Reconciliation to disposal of businesses as shown in the Condensed Consolidated Cash Flow Statement: |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||
£m | £m | £m | ||
Cash consideration net of disposal costs | 28.1 | 111.6 | 117.8 | |
Cash costs paid in the current year relating to businesses sold in the prior year | - | (2.4) | - | |
Cash and cash equivalents disposed with subsidiaries | - | (3.0) | (4.4) | |
28.1 | 106.2 | 113.4 |
Proceeds from redemption of preference share capital | ||||||||
During the period the Group received £14.4 million relating to preference share capital following the prior year sale of Capital DATA Ltd in the Euromoney segment. The consideration received was £13.5 million zero coupon preference shares, together with £37.8 million ordinary shares in Diamond TopCo Ltd (Dealogic). |
20 | DISCONTINUED OPERATIONS | |||||||
On 31 October 2014, Jobsite, the Group's remaining digital recruitment asset was sold for consideration of £92.1 million. The results of Jobsite up to the point of disposal are included in discontinued operations for the prior periods.
| ||||||||
The Group's Condensed Consolidated Income Statement includes the following results from these discontinued operations: |
Unaudited 6 months ended 31 March 2016 | Unaudited 6 months ended 31 March 2015 | Audited year ended 30 September 2015 | ||
£m | £m | £m | ||
Revenue | - | 2.7 | 2.7 | |
Expenses | - | (1.6) | (1.6) | |
Adjusted operating profit and profit after tax attributable to discontinued operations | - | 1.1 | 1.1 | |
Profit on disposal of discontinued operations | - | 49.3 | 48.9 | |
Profit attributable to discontinued operations | - | 50.4 | 50.0 |
In the prior period, cash flows associated with discontinued operations comprise operating cash flows of £2.2 million, investing cash flows of £nil and financing cash flows of £nil. |
21 | TOTAL ASSETS AND LIABILITIES OF BUSINESSES HELD-FOR-SALE |
At 31 March 2016 the assets and liabilities held-for-sale principally relate to Gulf Publishing Company Inc. and The Petroleum Economist Ltd in the Euromoney segment. These businesses were sold on 30 April 2016 for US$18.0m (£12.5m). At 31 March 2015, the assets and liabilities held-for-sale relate to 7 Days in the dmg media segment.
| |
At 30 September 2015 the assets and liabilities held-for-sale principally relate to the remaining Digital Marketing assets of the dmg events segment and the Group's associate investment in Local World Holdings Ltd (Local World) in the dmg media segment. The majority of the Digital Marketing assets were sold to Comexposium UK Ltd on 31 October 2015 and the disposal of Local World to Trinity Mirror plc completed on 13 November 2015. The main classes of assets and liabilities comprising the operations classified as held-for-sale are set out in the table below. They are recorded at their fair value with all losses taken to the Condensed Consolidated Income Statement. |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||
£m | £m | £m | ||
Goodwill | 5.9 | 0.3 | 0.3 | |
Property, plant and equipment | 0.1 | 0.1 | 0.1 | |
Interests in associates | - | - | 24.6 | |
Inventories | - | - | 0.6 | |
Trade and other receivables | 3.3 | 2.9 | 2.5 | |
Cash and cash equivalents | 0.3 | 0.8 | 0.6 | |
Total assets associated with businesses held-for-sale | 9.6 | 4.1 | 28.7 | |
Trade and other payables | (5.5) | (4.4) | (5.4) | |
Provisions | (0.4) | (0.4) | (0.3) | |
Total liabilities associated with businesses held-for-sale | (5.9) | (4.8) | (5.7) | |
Net assets/(liabilities) of the disposal group | 3.7 | (0.7) | 23.0 |
DMGT plc | ||||||
For the 6 months ended 31 March 2016 | ||||||
NOTES |
22 | SHARE CAPITAL AND RESERVES | |||||
Share capital at 31 March 2016 amounted to £45.3 million (2015 £46.0 million).
| ||||||
During the period the Company utilised 0.9 million A Ordinary Non-Voting shares out of Treasury and the Employee Benefit Trust valued at £6.6 million, in order to satisfy incentive schemes. This represented 0.3% of the called up A Ordinary Non-Voting share capital at 31 March 2016.
| ||||||
The Company purchased 2.0 million A Ordinary Non-Voting shares having a nominal value of £0.3 million to match obligations under incentive plans. The consideration paid for these shares was £13.8 million.
The Company also purchased 0.9 million A Ordinary Non-Voting Shares having a nominal value of £0.1 million as part of a share buy-back programme. The consideration paid for these shares was £6.0 million.
Shares repurchased during the period represented 0.3% of the called up A Ordinary Non-Voting share capital at 31 March 2016.
| ||||||
During the period the Company cancelled 0.9 million A Ordinary shares held in treasury.
| ||||||
At 31 March 2016 options were outstanding under the terms of the Company's 1997 and 2006 Executive Share Option Schemes, together with nil cost options, over a total of 2,468,942 (2015 2,298,242) A Ordinary Non-Voting shares. |
23 | RETIREMENT BENEFIT OBLIGATIONS | |||||
The Group operates a number of pension schemes under which contributions are paid by the employer and employees.
| ||||||
The schemes include funded defined benefit pension arrangements, providing service-related benefits, in addition to a number of defined contribution pension arrangements. The defined benefit schemes in the UK, together with some defined contribution plans, are administered by trustees or trustee companies.
| ||||||
The total net pension charge of the Group for the period ended 31 March 2016 was £11.7 million (2015 £13.5 million).
| ||||||
The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation at 31 March 2016. The assumptions used in the valuation are summarised below: |
Unaudited at 31 March 2016 | Unaudited at 31 March 2015 | Audited at 30 September 2015 | ||||
% pa | % pa | % pa | ||||
Price inflation | 2.90 | 2.90 | 2.95 | |||
Salary increases | 2.50 | 2.80 | 2.80 | |||
Pension increases | 2.80 | 2.80 | 2.80 | |||
Discount rate | 3.45 | 3.30 | 3.70 | |||
The net deficit as at the end of the period amounted to £85.4 million (At 30 September 2015 £159.3 million, at 31 March 2015 £210.1 million). |
24 | CONTINGENT LIABILITIES | |||||
There have been no material changes in contingent liabilities since 30 September 2015.
| ||||||
The Group is exposed to libel claims in the ordinary course of business and vigorously defends against claims received. The Group makes provision for the estimated costs to defend such claims when incurred and provides for any settlement costs when such an outcome is judged probable.
| ||||||
Four writs claiming damages for libel were issued in Malaysia against the Euromoney and three of its employees in respect of an article published in one of the company's magazines, International Commercial Litigation, in November 1995. The writs were served on Euromoney Institutional Investor PLC (Euromoney) on 22 October 1996. Two of these writs have been discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian Ringgits 82.6 million (£14.8 million) (2015 Malaysian Ringgits 82.6 million (£15.0 million)). No provision has been made for these claims in these interim financial statements as the Directors do not believe Euromoney has any material liability in respect of these writs. |
25 | ULTIMATE HOLDING COMPANY | |||||
The Company's immediate parent Company is Rothermere Continuation Limited (RCL), a company incorporated in Bermuda. |
DMGT plc | |||||||
For the 6 months ended 31 March 2016 |
NOTES | ||||||||||||
26 | RELATED PARTY TRANSACTIONS | |||||||||||
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The transactions between the Group and its joint ventures and associates are disclosed below.
| ||||||||||||
Ultimate controlling party | ||||||||||||
RCL is a holding company incorporated in Bermuda. The main asset of RCL is its 100% holding of DMGT Ordinary Shares. RCL has controlled the Company for many years and as such is its immediate parent Company. RCL is owned by a trust (the Trust) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust represents the ultimate controlling party of the Company. Both RCL and the Trust are administered in Jersey, in the Channel Islands. RCL and its directors, the Trust and its beneficiaries are related parties of the Company.
| ||||||||||||
Transactions with Directors | ||||||||||||
There were no material transactions with Directors of the Company during the period, except for those relating to remuneration.
| ||||||||||||
For the purposes of IAS 24, Related Party Disclosures, Executives below the level of the Company's Board are not regarded as related parties.
| ||||||||||||
Transactions with joint ventures and associates | ||||||||||||
Daily Mail and General Holdings Ltd (DMGH) has a 15.6% shareholding in The Press Association. During the period the Group received services amounting to £1.3 million (2015 £1.5 million). The net amount due from The Press Association at 31 March 2016 was £0.1 million (2015 £0.2 million due to the Press Association).
| ||||||||||||
DMGH previously held a 38.7% shareholding in Local World Holdings Ltd (Local World), which was sold to Trinity Mirror plc on 13 November 2015. During the period to disposal, the Group received revenue of £1.4 million (2015 £9.1 million) and incurred charges of £7.2 million (2015 £25.5 million). The net amount due by the Group to Local World at 31 March 2016 was £nil (2015 £3.6 million). During the period to disposal, Local World were charged £nil (2015 £0.4 million) by the Group for rent and service charges in relation to leasehold properties. During the period, the Group received dividends of £nil (2015 £23.2 million) from Local World.
| ||||||||||||
Associated Newspapers Ltd (ANL) has a 33.0% shareholding in Fortune Green Ltd. During the period the Group received revenue for newsprint, computer and office services of £nil (2015 £0.1 million).
| ||||||||||||
ANL has a 12.5% shareholding in the Newspapers Licensing Agency (NLA) from which royalty revenue of £1.5 million was received (2015 £1.3 million). Commissions paid on this revenue amounted to £0.3 million (2015 £0.2 million). At 31 March 2016, interest bearing loans totalling £nil (2015 £0.4 million) are due to ANL.
| ||||||||||||
ANL has a 31.3% (2015 31.8%) shareholding in Zoopla Property Group plc (Zoopla), an associate. During the period, a dividend of £3.3 million was received from Zoopla (2015 £1.4 million).
| ||||||||||||
During the period, Landmark Information Group Ltd (Landmark) charged management fees of £0.2 million (2015 £0.2 million) to Point X Ltd, a joint venture. At 31 March 2016 Point X Ltd owed £0.2 million to Landmark (2015 £nil).
| ||||||||||||
DMGI Land and Property Europe Ltd has a 30.0% interest in Ochresoft Technologies Ltd (OTL), an associate. At 31 March 2016, OTL owed £0.8 million (2015 £0.4 million) to Landmark.
| ||||||||||||
Decision Insight Information Group (UK) Ltd (DIIG UK) has a 50.0% interest in Decision First Ltd (DF), a joint venture. During the period, DIIG UK recharged costs to DF amounting to £0.1 million (2015 £0.1 million). At 31 March 2016, DF owed £nil (2015 £0.1 million) to Decision Insight Information Group (Europe) Ltd, a 100.0% owned subsidiary of DMG Information Ltd.
| ||||||||||||
On-Geo GmbH (On-Geo) has a 50.0% interest in HypoPort On-Geo GmbH (HypoPort), a joint venture. During the period, HypoPort made purchases from On-Geo amounting to £3.5 million (2015 £3.2 million). At 31 March 2016, £nil (2015 £0.9 million) was owed by HypoPort to On-Geo.
| ||||||||||||
On-Geo has a 50.0% interest in Instant Service GmbH (IS), a joint venture. During the period IS received revenues from On-Geo amounting to £5.6 million (2015 £5.5 million).
| ||||||||||||
At 31 March 2016, Trepp LLC held a note receivable of £nil (2015 £0.3 million) from Mercatus Inc, an 18.8% associate.
| ||||||||||||
Genscape Inc, a subsidiary, previously owned a 45.0% joint venture holding in The Petro Chemical Standard Inc (TPCS). During the period, the Group acquired the remaining 55.0% and obtained control. In the period to 31 March 2016, Genscape Inc charged services of £nil (2015 £1.5 million) to TPCS. At 31 March 2015, TPCS owed Genscape Inc. a total of £2.6 million, which included interest of £0.1 million.
| ||||||||||||
AN Mauritius Ltd holds a 26.0% shareholding in Mail Today Newspapers Pte Ltd (Mail Today), a joint venture. During the period, additional share capital of £0.2 million (2015 £0.2 million) was invested in Mail Today by AN Mauritius Ltd.
| ||||||||||||
ANL holds a 50.0% shareholding in Artirix Ltd (Artirix), a joint venture. During the period Artirix provided services to the Group totalling £0.1 million (2015 £nil).
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ANL has a 50.0% shareholding in Northprint Manchester Ltd, a joint venture. The net amount due to ANL of £5.8 million (2015 £5.8 million) has been fully provided.
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ANL previously owned a 50.0% joint venture holding in Daily Mail.com Australia Pty Ltd (Mail Online Australia). During the period, the Group acquired the remaining 50.0% and obtained control. In the period to 31 March 2016, ANL provided services to Mail Online Australia amounting to £0.9 million (2015 £0.4 million). At 31 March 2015, Mail Online Australia owed the Group £0.6 million.
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On 26 November 2015 ANL acquired a 23.9% interest in Excalibur Holdco Ltd (EHL). During the period from acquisition, ANL provided services to EHL amounting to £0.2 million (2015 £nil). At 31 March 2016, £20.5 million (2015 £nil) of loans were due from EHL to the Group and included interest accrued of £0.7 million (2015 £nil).
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ANL has a 50.0% interest in Daily Mail On-Air LLC (DMOA). At 31 March 2016, DMOA owed the Group £0.2 million (2015 £nil) relating to funding.
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Other related party disclosures | ||||||||||||
The Group recharged its principal pension schemes with costs of investment management and advisory fees. The total amount recharged during the period was £nil (2015 £0.5 million) relating to investment advisory fees.
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At 31 March 2016, the Group owed £0.9 million (2015 £1.1 million) to the pension schemes which it operates. This amount comprised employees' and employer's contributions in respect of March 2016 payrolls which were paid to the pension schemes in April 2016.
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Under an agreement to guarantee the income generated from certain property assets held by the Harmsworth Pension Scheme (HPS) which were purchased from the Group during a prior period, the Group was charged for rent and service charges in relation to the current period amounting to £0.6 million (2015 £0.5 million). At 31 March 2016, the Harmsworth Pension Scheme was owed £0.2 million (2015 £1.3 million) by the Group.
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In July 2012, the Group entered into a contingent asset partnership whereby a £150.0 million loan note, guaranteed by certain companies in the Group, is used to facilitate £10.8 million of interest funding per annum to the Harmsworth Pension Scheme. Interest payable by DMG Pensions Partnership LP during the period totalled £5.4 million (2015 £5.5 million). |
DMGT plc | |||||||
For the 6 months ended 31 March 2016 |
NOTES | |||||||
27 | POST BALANCE SHEET EVENTS | ||||||
On 30 April 2016, Euromoney sold 100% of the equity share capital of Gulf Publishing Company Inc. (Gulf) and The Petroleum Economist Ltd (PE), for US$18.0 million (£12.5 million). Accordingly the assets and liabilities of the business have been included within assets and liabilities of businesses held-for-sale (note 21). Gulf and PE contributed £4.3 million to the Group's revenue for the 6 month period ended March 31 2016 (Year ended 30 September 2015 £11.3 million) and £nil to group's operating profit for the 6 month period ended 31 March 2016 (Year ended 30 September 2015 £2.9 million). |
Related Shares:
DMGT.L