19th May 2022 07:00
Euromoney Institutional Investor PLC
Half Year Results
19 May 2022
Strong revenue and profit growth
Positive short and medium-term outlook
Euromoney Institutional Investor PLC ("Euromoney" or "The Group"), the global B2B information-services provider, announces half year results for the six months to 31 March 2022.
Andrew Rashbass, CEO, said:
"Our strong first half performance provides clear evidence that we are moving at pace to being a fast-growing, high-margin, 3.0, information-services subscription business.
"Fastmarkets and Financial & Professional Services subscriptions grew strongly driven by increasing demand for our actionable data, analysis and intelligence. Within Asset Management we have met our target early of stabilising our Investment Research business. Demand for in-person events strengthened across the first half and bookings for the rest of the year are encouraging.
"We have entered the second half with confidence. While we are mindful of the macro and geopolitical landscape, our specialist businesses are performing well and we expect results for the full year to be ahead of the Board's previous expectations. Our confidence in our business supports a new medium-term outlook, targeting strong growth and a mid to high-twenties operating margin by 2025."
Financial summary | 2022 | 2021 | Change | Underlying change1 |
| £m | £m |
|
|
Revenue | 184.6 | 155.5 | +19% | +14% |
Statutory operating profit | 9.5 | 17.4 | (45%) | |
Adjusted operating profit1 | 40.2 | 34.8 | +16% | +15% |
Adjusted operating profit margin1 | 22% | 22% | - | |
|
| |||
Statutory profit before tax | 7.6 | 15.4 | (51%) |
|
Adjusted profit before tax1 | 38.6 | 33.2 | +16% |
|
Statutory diluted earnings per share | 4.2p | 6.1p | (51%) |
|
Adjusted diluted earnings per share1 | 26.6p | 24.6p | +8% |
|
|
| |||
Adjusted cash conversion2 | 90% | 142% |
| |
Net cash1 | 12.5 | 24.8 | (12.3) |
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Total dividend per share | 6.1p | 5.7p | +7% |
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Strong performance | ||
· | Group revenue up 14% on an underlying basis reflecting: | |
o | Subscriptions up 8%: Fastmarkets +17%, Financial & Professional Services (FPS) +5%, Asset Management +1% | |
o | Events revenue up 59% | |
· | Adjusted PBT up 16% reflecting strong revenue performance while continuing to invest for future growth | |
· | Successful implementation of flexible working, group-wide property rationalisation to deliver c.£5m of property savings per annum; £19.1m H1 exceptional property charge | |
· | Strong balance sheet with net cash of £12.5m at 31 March 2022 | |
3.0 strategy is driving sustainable growth | ||
· | Accelerating subscriptions growth - Book of Business3 (BoB), a key leading indicator for our subscriptions revenue, +8.1% at 31 March 2022 (31 March 2021: +3.5%). | |
· | Acquisition of Boardroom Insiders - a highly complementary addition to our People Intelligence business which is unifying under the Altrata brand | |
· | Asset Management - Investment Research stabilised earlier than planned; investing to achieve sustainable growth | |
· | Events - strong demand for in-person events with many recent events exceeding pre-pandemic equivalents | |
Expecting significant revenue and margin growth to 2025 | ||
· | FY 2022: Results expected to be ahead of Board's previous expectations supported by strong growth in subscriptions, further growth in events and efficiency benefits, including c.£2.5m of property savings (c.£5m benefit in FY 2023) | |
· | FY 2025 goals: 3.0 strategy expected to deliver high single to double-digit underlying revenue CAGR from FY 2022 to 2025 and a significant improvement in adjusted operating profit margin to the mid to high twenties by 2025 |
1 | Adjusted measures exclude the impact of the amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy. A detailed reconciliation of the Group's adjusted and underlying results, adjusted cash conversion and net cash is set out on pages 12 to 20 of this statement. |
2 | Adjusted 12-month cash conversion % as set out on page 19. |
3 | Book of business (BoB) is the annual contracted values for subscriptions. Like-for-like growth is calculated by adjusting prior periods with a constant GBP/USD rate and the pro-forma impact of net M&A. |
4 | Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them. |
Results presentation
A results presentation and Q&A will be hosted today, at 9.30am (UK time), for analysts and investors at the offices of FTI Consulting, 200 Aldersgate, London EC1A 4HD. A live audio webcast of the presentation and Q&A will also be available via the Investors section of our website at www.euromoneyplc.com, and subsequently available on demand.
We will be hosting a Teach-in for investors and analysts on Asset Management on 30 June 2022.
Our trading update for the nine months ended 30 June 2022 will be announced on 21 July 2022.
For further information, please contact:
Euromoney Institutional Investor PLC
Wendy Pallot, Chief Financial Officer: +44 (0)20 7779 8866; [email protected]
Christian Cowley, Investor Relations: +44 (0)7408 863420; [email protected]
FTI Consulting
Jamie Ricketts / Tom Blundell / Lucy Highland: +44 20 3727 1000; [email protected]
NOTE TO EDITORS
Euromoney Institutional Investor PLC ("Euromoney") is a global B2B information-services business. We provide actionable data, analysis, intelligence and access through three divisions in markets where information and convening market participants are valued. Euromoney is listed on the London Stock Exchange and is a member of the FTSE 250 share index. (www.euromoneyplc.com)
Group summary
The Group delivered a strong performance during the half driven by growth in both subscriptions and events revenue. We are moving at pace to being a fast-growing, high margin, 3.0 information-services subscription business.
Euromoney is a majority-subscriptions business. 69% of Group revenue during the half was generated from subscriptions which grew by 8% underlying and 12% on a reported basis. Underlying subscriptions revenue growth in Fastmarkets and FPS was 17% and 5% respectively. Asset Management subscriptions grew by 1% and we have met our stabilisation target early for the non-vote investment research BoB3. Across the Group, our subscriptions continue to achieve high renewal rates.
Events revenue, which accounted for 23% of Group revenue grew by 59% underlying and 65% on a reported basis. The return of in-person events led to a significant improvement in revenue performance in H1 2022 with total events revenue of £42.4m, an increase of £16.6m on H1 2021 when events were all virtual.
Overall, Group revenue increased by 14% underlying and 19% on a reported basis. Adjusted operating profit increased by 15% on an underlying basis with Group adjusted operating margin unchanged at 22%, or up 1 percentage point excluding the one-off £2.5m insurance claim receipt in H1 2021. Adjusted pre-tax profit increased by 16%. After the completion of the acquisition of Boardroom Insiders and the final dividend payment, net cash at 31 March 2022 was £12.5m (31 March 2021: £24.8m).
Revenue and adjusted operating profit
| H1 2022 | H1 2021 | Change | Underlying1 change |
Revenue by division | £m | £m |
|
|
Fastmarkets | 48.5 | 40.2 | +20% | +21% |
FPS | 79.8 | 58.3 | +37% | +23% |
Asset Management | 55.2 | 56.0 | (1%) | (1%) |
Foreign exchange gains on forward contracts | 1.1 | 1.0 | ||
| ||||
Revenue by type |
| |||
Subscriptions | 126.8 | 112.9 | +12% | +8% |
Events | 42.4 | 25.8 | +65% | +59% |
Other | 14.3 | 15.8 | (9%) | (11%) |
Foreign exchange gains on forward contracts | 1.1 | 1.0 | ||
Total | 184.6 | 155.5 | +19% | +14% |
Divisional adjusted operating profit | 56.4 | 46.1 | +23% | +23% |
Foreign exchange gains on forward contracts | 1.1 | 1.0 | ||
Central costs | (17.3) | (12.3) | (41%)* | (44%)* |
| ||||
Adjusted operating profit1 | 40.2 | 34.8 | +16% | +15% |
Adjusted operating profit margin % | 22% | 22% | -‡ |
* -17% reported and -19% underlying excluding £2.5m insurance credit in H1 2021
‡ +1ppt excluding £2.5m insurance credit in H1 2021
Outlook for FY 2022
We have entered the second half of FY 2022 with confidence. Demand for price reporting and essential market intelligence remains strong. In Asset Management we have stabilised the performance of our Investment Research business. The Group BoB3, which is a key leading indicator for our subscriptions revenue, improved to 8.1% at 31 March 2022 (31 March 2021: 3.5%).
In events we are planning to host more in-person events in H2 than H1 and we are encouraged by booking patterns. As a result, we expect strong revenue growth in events for FY 2022.
We expect the combination of operating leverage on strong revenue growth and cost efficiencies, including the benefits from reducing our office footprint (c.£2.5m in FY 2022) to deliver results for FY 2022 that are ahead of the Board's previous expectations.
FY 2025 goals
Reflecting our increased confidence in the delivery of the 3.0 strategy we have set out our financial framework to FY 2025. During this period we expect to deliver a powerful combination of strong growth in subscriptions and events revenue as well as realising group-wide efficiencies.
By division we expect:
· | Fastmarkets to deliver double-digit underlying subscriptions revenue CAGR from FY 2022 to 2025 and an adjusted operating profit margin in the high thirties reflecting continued success with its data licencing strategy and product expansion. |
· | FPS to deliver high single to double-digit underlying subscriptions revenue CAGR from FY 2022 to 2025 and an adjusted operating profit margin in the low thirties reflecting fast-growth and margin expansion in its People Intelligence business and continued growth in events. |
· | Asset Management to deliver low single-digit underlying subscriptions revenue CAGR from FY 2022 to 2025 and an adjusted operating margin in the mid-thirties reflecting the turnaround of Investment Research, growth in its highly scalable Investment Solutions business and growth from new products and services for the Wealth Management sector. |
As a result we expect the Group to achieve a high single to double-digit revenue CAGR from FY 2022 to 2025 and a significant improvement in adjusted operating profit margin to the mid to high twenties by FY 2025. A summary of expectations is detailed in the following table and further commentary by division is provided in the operating and financial review.
Summary of financial expectations
| FY 2021 Actual | FY 2022 Expectations | CAGR FY 2022-2025 | FY 2025 | ||
Division | Revenue £m | Margin1 | Revenue2 | Margin1 | Revenue2
| Margin1 |
Fastmarkets | ||||||
Subscriptions | 79.8 | - | Double digit | - | Double digit | - |
Total | 85.4 | 36% | - | Stable | - | High 30s |
FPS | ||||||
Subscriptions | 87.1 | - | Mid single digit | - | High single to double digit | - |
Total | 138.4 | 18% | - | Increase vs 2021 | - | Low 30s |
Asset Management | ||||||
Subscriptions | 67.6 | - | Stable | - | Low single digit | - |
Total | 109.8 | 39% | - | Decline vs 2021 reflecting growth investments | - | Mid 30s |
Group | ||||||
Subscriptions | 234.5 | - | Mid to high single digit | - | High single to double digit | - |
Events | 60.9 | - | Strong growth | - | Double digit | - |
Central costs | £(34.6)m | c.£(40)m | Decreasing as % of revenue | - | ||
Total | 336.1 | 19% | Double digit | Increase v 2021 | High single to double digit | Mid to high 20s |
1 | Adjusted operating margin. Adjusted measures exclude the impact of the amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy. |
2 | Underlying revenue growth |
Other guidance
Costs | |
· | Property rationalisation in UK and US expected to deliver c.£2.5m of savings in FY 2022; c.£5m in FY 2023 |
· | H1 2022 exceptional costs relating to property rationalisation of £19.1m |
· | Central costs expected to decrease as a percentage of revenue from FY 2022 to FY 2025 |
|
|
Tax rate | |
· | Group adjusted effective tax rate expected to be c.23% for FY 2022 (previously c.21%) due to a non-recurring disallowance of interest expense (no change to cash tax rate of 21% expected for FY 2022) |
· | Group adjusted effective tax rate expected to be c.22% for FY 2023 |
|
|
Cash flow | |
· | Capital expenditure of £6m for FY 2022 reflecting continued investment in technology and systems |
· | c.£9-10m of property rationalisation costs in H2 2022 (including lease surrender and subletting costs) |
Strategy update
We help our customers compete successfully by providing clarity in opaque markets. We provide actionable data, analysis, intelligence and access to markets covering commodities, telecoms, financial and professional services, and asset management. Our 3.0 strategy is to provide information services embedded in customers' critical workflow. These are characterised by resilient and robust recurring subscriptions revenue. We have a record of successful organic investment and of acquiring good 3.0 businesses where our ownership adds significant value. Our ESG focus areas are also integral to our strategy and we are progressively embedding them across the Group. We deliver our strategy through three divisions and we use our group scale to share capabilities and platforms across our divisions to increase efficiency and enable our divisions to focus on customers. The strength of our business model and our subscriptions business has been demonstrated by our strong subscription performance during the pandemic. Our goal is to be a fast-growing, high margin, 3.0 information-services subscription business.
The Group has five short-term strategic priorities to enable the delivery of the 3.0 strategy:
1) Organic investment in 3.0 opportunities
2) 3.0 acquisitions
3) Return Investment Research to growth
4) Strong post-covid blended events, moving towards a 3.0 membership model
5) Standardise platforms, processes and policies for an efficient, inclusive, and diverse company
The following section provides updates on each of our five priorities:
1) Organic investment in 3.0 opportunities
Fastmarkets has a leading position in pricing data for raw materials in renewable-energy markets. During the half we continued our expansion of coverage in battery raw material markets with a particular focus on use in electric vehicles (EV) and energy storage systems. Fastmarkets is also partnering with the Singapore Exchange (SGX), the Chicago Mercantile Exchange (CME) and the London Metal Exchange (LME) to launch four battery raw material futures contracts which will be settled against Fastmarkets' prices. The suite of contracts will include cobalt metal, cobalt hydroxide, lithium carbonate and lithium hydroxide. These derivative contracts will facilitate market participants to manage price risk exposures to commodities crucial to the battery and electric vehicle EV industries. In FY 2022 we continue to audit more of our prices for compliance with the IOSCO Principles for price reporting agencies (51 prices at 31 March 2022 versus 43 at 30 September 2021). The Fastmarkets BoB3 improved to 14.8% growth at 31 March 2022 (31 March 2021: 8.2%).
FPS continues to invest to drive growth in subscriptions. Areas of investment include people (eg market specialists and sales and marketing), technology (eg rollout of a single publishing platform) and new products (eg content delivery via API and data visualisation tools). We continue to drive efficiency and scale across the division and delivered an improvement in the FPS BoB3 which grew by 8.7% at 31 March 2022 (31 March 2021: 4.2%).
Asset Management's investment in sales and systems has continued to drive improved retention in our research business with the 12-month moving average renewal rate at 31 March 2022 increasing to 91% (31 March 2021: 89%). During the half we started our investment in access and intelligence solutions for the Wealth Management industry including research, networking, education, communications support and model portfolios (Investment Solutions). The total Asset Management BoB3 decline improved to -0.3% at 31 March 2022 (31 March 2021: -2.1%).
2) 3.0 acquisitions
Acquisitions are a core part of the Group's strategy. We further strengthened our People Intelligence business with the acquisition of Boardroom Insiders in January 2022 for $25m. Boardroom Insiders is a market-leading provider of people intelligence to technology companies and professional services. The business has profiles on over 30,000 executives and key decision makers. These profiles, and the intelligence provided from its proprietary analytics capability, are primarily used by sales teams for business development and account management purposes. In May 2022 we launched a rebrand of our People Intelligence business under the single brand Altrata. Euromoney's People Intelligence BoB3 at 31 March 2022 was £48m, approximately half of FPS's total BoB3, and grew by 12% year on year.
3) Return Investment Research to growth
The turnaround of our Investment Research business has been achieved earlier than planned. In June 2020 we set a target of growing the non-vote Investment Research Book of Business by the end of FY 2022. At 31 March it increased by 0.6% and has been growing since December 2021. The turnaround has been driven by a higher renewal rate following investment in the sales team and in auto-renewals, integration of sales teams to drive cross-selling and new research products. Investment Solutions, which embeds our data and intellectual property into investment decision making processes, has also contributed to the turnaround and continued its rapid growth of assets under advisement (AUA) reaching $2.1bn at 31 March 2022 (31 March 2021: $1.6bn).
4) Strong post-covid blended events, moving towards a 3.0 membership model
The continuing need for industries to convene, network and transact in-person has driven very strong year-on-year growth in events revenue in H1 2022. The performance of our blended events versus their pre-pandemic equivalent strengthened across the period as covid-related restrictions were lifted. During the half we hosted 96 blended events and 26 virtual events versus an all-virtual comparison of 206 events in H1 2021. Geographically our events are focused on North America (approximately half) and Europe (approximately one third) which are both areas with high vaccination rates and relatively fewer travel restrictions. During the half we have seen an improvement in booking trends and are encouraged by the outlook for events in H2.
At Institutional Investor (II) our events membership model, in which members pay an annual fee to participate in a number of events and receive other access and intelligence opportunities, has proved relatively resilient during the pandemic. H1 2022 Institutional Investor membership revenue was two thirds of H1 2019. As in-person events have returned we have seen II memberships growing again which we expect to be reflected in future revenue growth.
5) Standardise platforms for an efficient, inclusive, and diverse company
We continue to use the Group's scale to support our businesses and drive efficiency by rolling out standardised platforms. During the first half, we extended our coverage of strategic cloud-based solutions for finance, customer relationship management and events management. We completed the migration of our corporate data centres to a strategic public cloud partner. This means our corporate hosting is now carbon neutral and significantly more cost effective. We completed the roll out of an AI-based advanced threat protection system to mitigate the risk of cyber-attacks, such as phishing and ransomware, monitored continuously by our security operations centre.
Our ESG focus areas
In FY 2021 we identified five ESG focus areas that are important to us and are integral to our strategy. We continue to embed our ESG framework across the business. We have defined relevant KPIs and are tracking our progress.
1) Workforce inclusion, diversity and well-being: The value we create for customers comes from the work our people do every day. We need to employ the best talent, and we recognise that talent is to be found in all demographics. However, it is not enough just to have the right people - we want them to achieve their full potential and thrive at Euromoney. To do this, they need to feel they belong; to be motivated, engaged and empowered; and have their physical and mental well-being needs supported. Since October 2021 we have successfully introduced Working 3.0 which allows every colleague to choose where they work and, secondly, the ability to start their weekend at Friday lunchtime. This extra flexibility has received strong support from colleagues and means our recruitment talent pool in an increasingly challenging labour market is not limited by geography. Working 3.0 has also enabled us to rationalise our office footprint and we expect to realise a sustainable reduction in property costs.
2) Data and information security and privacy: Proprietary data, analysis, news and insights are the foundation of our customer offer. For this information to be valuable it must be accurate, useful, and legal. Among other guarantors of quality, we therefore need to deliver the highest standards of information security and privacy. As we also hold information on our customers and our sector communities, we need to be trusted to safeguard this data securely and use it responsibly. During the half we have strengthened our framework for the responsible use of personal data in a way that is lawful, fair, ethical and accountable. This has focused on developing and maintaining a clear understanding of our processing activities; strong leadership and oversight; effective training and awareness and effective use of our privacy expertise.
3) Transparency, ethics, governance, and risk management: We facilitate efficient markets by providing data and insights. We also believe in the contribution business makes to society. Efficient markets and fulfilling societal responsibilities also require that market participants operate with transparency, adopt ethical practices, establish strong governance frameworks and manage risk robustly. During H1 2022 we launched our Code of Business Conduct and held a series of awareness briefings for colleagues.
4) Encouraging strong ESG practices in the markets we serve: As well as the actions we take internally, we believe that we are well placed to shape good ESG practices in the markets we serve through raising the profile of ESG matters such as inclusion and diversity and climate change, and by expanding our footprint in ESG-related areas. In December 2021 Euromoney became a signatory of the Net Zero Carbon Events Pledge which was launched at COP26 in Glasgow. In Fastmarkets we continue to promote our environmentally friendly prices (eg scrap and secondary prices and energy transition products).
5) Reducing our climate impact: We are not a high-carbon emitting organisation, but we recognise the need to play our part and reduce both our climate and other environmental impacts. We aim to be leaders in running environmentally sustainable events through appropriate sourcing and waste reduction and by lowering the carbon footprint per attendee. We continue to look for ways to reduce energy use in our offices and our equipment. During FY 2021 we reviewed and improved the robustness of our Scope 1 and 2 emissions data. We have now achieved our target of carbon-neutral status for our FY 2021 Scope 1 and Scope 2 emissions by purchasing high-quality offsets and continue to work on the Group's strategy to Net Zero for Scopes 1, 2 and 3.
Operating and financial review
When reviewing performance, the Board considers a number of adjusted performance measures, as set out on pages 12 to 20.
The Group operates through three divisions: Fastmarkets, Financial & Professional Services (FPS) and Asset Management.
Fastmarkets: 26% of Group revenue
Fastmarkets is Euromoney's price reporting agency. It provides commodity price benchmarks and analysis critical to our customers' business processes and workflows. Fastmarkets provides prices across the supply chain from the source of the commodity to recycling in the metals, mining, forest products and agriculture markets. Its business model benefits from high barriers to entry and it operates in markets with significant opportunity for long-term growth.
| H1 2022 | H1 2021 | Change | Underlying1 change |
Revenue | £m | £m |
|
|
Subscriptions | 44.0 | 37.6 | +17% | +17% |
Events | 3.0 | 1.3 | +129% | +148% |
Other | 1.5 | 1.3 | +14% | +4% |
Total | 48.5 | 40.2 | +20% | +21% |
Adjusted operating profit1 | 19.8 | 15.3 | +30% | +37% |
Adjusted operating profit margin %1 | 41% | 38% | +3ppt |
Fastmarkets revenue increased by 21% underlying driven by a very strong performance in subscriptions. On a reported basis revenue increased by 20%.
Subscriptions revenue, which is 91% of divisional revenue, grew by 17% on an underlying and reported basis driven largely by growth in Metals and Mining and Forest Products. The subscription BoB3 increased by 14.8% year-on-year at 31 March 2022. This represents a strong improvement on the 8.2% year-on-year growth at 31 March 2021. This acceleration has been driven largely by a combination of increased sales of data licences and cross-selling of additional data sets to existing clients as well as sales to new customers.
Events revenue, which is 6% of divisional revenue, more than doubled on an underlying and reported basis, reflecting the return of in-person events. Other revenue, which is 3% of divisional revenue, increased by 4% underlying and 14% on a reported basis.
Adjusted operating profit increased by 37% underlying reflecting the very strong growth in high margin subscriptions revenue. On a reported basis adjusted operating profit increased by 30%.
Financial & Professional Services (FPS): 44% of Group revenue
FPS provides essential and actionable data, people and market intelligence, accreditation, marketing services, and events to financial and professional services businesses. FPS also delivers embedded workflow solutions and business development services. It combines a complementary portfolio of well-known industry brands that operate within four pillars: People Intelligence (Altrata), NextGen, Derivatives, and Events.
H1 2022 | H1 2021 | Change | Underlying1 change | |
Revenue | £m | £m | ||
Subscriptions | 48.7 | 41.4 | +18% | +5% |
Events | 24.8 | 9.1 | +173% | +144% |
Other | 6.3 | 7.8 | (19%) | (22%) |
Total | 79.8 | 58.3 | +37% | +23% |
Adjusted operating profit1 | 16.2 | 8.3 | +96% | +80% |
Adjusted operating profit margin %1 | 20% | 14% | +6ppt |
FPS revenue increased by 23% underlying driven by the return of in-person events and continued growth in subscriptions. On a reported basis revenue increased by 37% reflecting the impact of the acquisitions of Wealth Engine, RelSci and Boardroom Insiders.
Subscriptions revenue, which is 61% of divisional revenue, increased by 5% underlying benefiting from strong growth in People Intelligence and by 18% on a reported basis. Renewal rates for the division remained high during the period, demonstrating the essential nature of the data, specialist insight and solutions we provide. The subscription BoB3 increased by 8.7% year-on-year at 31 March 2022 and more than double the 4.2% year-on-year growth at 31 March 2021.
Events revenue, which is 31% of divisional revenue, grew by 144% underlying and 173% on a reported basis as in-person events returned. During the half FPS ran 56 blended events and 18 virtual events in comparison with 142 virtual events in H1 2021. In H1 2020 FPS hosted 118 in-person events. Major events during the period included Capacity Europe, Capacity Middle East, ABS East, Single Family Rental Investment (West), Build-to-Rent East and Metro Connect, all of which achieved higher revenues than their pre-pandemic equivalent.
Other revenue, which consists of research and rankings, advertising, consultancy and thought leadership, and is 8% of divisional revenue, decreased by 22% underlying and by 19% on a reported basis largely reflecting phasing of client projects, which is weighted towards H2 2022.
Adjusted operating profit increased by 80% on an underlying basis reflecting the return of in-person events and continued growth in high margin subscriptions. On a reported basis adjusted operating profit increased by 96%.
We further strengthened our People Intelligence business with the acquisition of Boardroom Insiders in January 2022. In May 2022 we announced that we are unifying our People Intelligence business under the Altrata brand.
Asset Management: 30% of Group Revenue
Asset Management includes our brands and businesses that serve the global asset management industry and broader financial community: BCA Research, Ned Davis Research (NDR) and Institutional Investor. This division provides independent research that enables our clients to make informed investment decisions, runs networks and conferences that bring asset allocators and asset managers together in an effective and efficient way and provides news and data that are critical for the industry to stay informed and make deals.
H1 2022 | H1 2021 | Change | Underlying1 change | |
Revenue | £m | £m | ||
Subscriptions | 34.1 | 33.9 | +1% | +1% |
Events | 14.6 | 15.4 | (5%) | (5%) |
Other | 6.5 | 6.7 | (2%) | - |
Total | 55.2 | 56.0 | (1%) | (1%) |
Adjusted operating profit1 | 20.4 | 22.5 | (9%) | (9%) |
Adjusted operating profit margin %1 | 37% | 40% | (3ppt) |
|
Asset Management revenue declined by 1% on an underlying and reported basis mainly reflecting the decline in events revenue.
Subscriptions revenue, which is 62% of divisional revenue, increased by 1% on an underlying and reported basis. This compares with a 5% underlying decline in H1 2021.
We have achieved our target early of returning the non-vote Investment Research subscription BoB3 to growth by the end of FY 2022. The turnaround was driven by a higher renewal rate following investment in the sales team and in auto-renewals, integration of sales teams to drive cross-selling, and new research products. The 12-month moving average renewal rate at 31 March 2022 increased to 91% (31 March 2021: 89%).
Investment Solutions, which embeds our data and intellectual property into investment decision making processes, has also contributed to the turnaround and continued its rapid growth of assets under advisement (AUA) reaching $2.1bn in 31 March 2022 (31 March 2021: $1.6bn).
Events revenue, which is 26% of divisional revenue, decreased by 5% on an underlying and reported basis. Institutional Investor (II) Membership revenue grew versus H2 2021 and we are planning to hold significantly more physical events in H2 2022 which we expect will drive growth in II Memberships and growth in other events.
Other revenue, which includes II research reports and media, and is 12% of divisional revenue, was unchanged underlying and declined by 2% on a reported basis.
Asset Management adjusted operating profit decreased by 9% on an underlying and reported basis reflecting investment in growth initiatives including the return of in-person events and Wealth Management.
Revenue, adjusted operating profit and adjusted profit before tax
| H1 2022 | H1 2021 | Change | Underlying1 change |
Revenue by division | £m | £m |
|
|
Fastmarkets | 48.5 | 40.2 | +20% | +21% |
FPS | 79.8 | 58.3 | +37% | +23% |
Asset Management | 55.2 | 56.0 | (1%) | (1%) |
Foreign exchange gains/(losses) on forward contracts | 1.1 | 1.0 | ||
Total revenue | 184.6 | 155.5 | +19% | +14% |
Adjusted operating profit by division |
|
|
|
|
Fastmarkets | 19.8 | 15.3 | +30% | +37% |
FPS | 16.2 | 8.3 | +96% | +80% |
Asset Management | 20.4 | 22.5 | (9%) | (9%) |
Divisional adjusted operating profit | 56.4 | 46.1 | +23% | +23% |
Foreign exchange gains/(losses) on forward contracts | 1.1 | 1.0 | ||
Central costs | (17.3) | (12.3) | +41%* | +44%* |
Adjusted operating profit1 | 40.2 | 34.8 | +16% | +15% |
Adjusted operating profit margin % | 22% | 22% | -‡ | |
Associates and JVs | 0.2 | 0.1 | ||
Net finance costs | (1.8) | (1.7) |
| |
Adjusted profit before tax | 38.6 | 33.2 | +16% |
|
* -17% reported and -19% underlying excluding £2.5m insurance credit in H1 2021
‡ +1ppt excluding £2.5m insurance credit in H1 2021
Group revenues increased by 14% underlying and 19% on a reported basis, reflecting the return of in-person events and continued growth in subscriptions revenue. Central costs increased by 44% underlying or 41% on a reported basis reflecting in part a one-off £2.5m insurance claim receipt in H1 2021. Excluding this insurance claim receipt central costs increased by 19% underlying and 17% reported largely reflecting investment in group-wide systems, higher travel costs, and higher insurance premiums. This resulted in adjusted operating profit underlying growth of 15% to £40.2m and 16% on a reported basis. Adjusted operating profit margin was unchanged at 22% or up 1 percentage point excluding the one-off £2.5m insurance claim receipt in H1 2021. Adjusted profit before tax increased by 16% to £38.6m mainly reflecting higher adjusted operating profit. Adjusted diluted earnings per share increased by 8% to 26.6p (H1 2021: 24.6p), lower than the growth in adjusted profit before tax, reflecting a temporary increase in the effective tax rate which is described in the tax section. Statutory profit before tax has reduced £7.8m to £7.6m (31 March 2021: £15.4m). This is principally driven by exceptional charges that have increased by £12.3m to £20.3m (31 March 2021: £8.0m) as a result of property rationalisation costs incurred in the first half and higher acquired intangible asset amortisation from the Group's recent acquisitions. This has been partially offset from the improvement in underlying performance as reflected in the adjusted results.
Other financial items
Exceptional items
In H1 2022 total exceptional costs were £20.3m. Following the successful introduction of flexible working across Euromoney, we have reviewed our real estate requirements across the Group and have identified significant opportunities to reduce our office costs in London and New York to reflect the footprint that suits our needs. As a result, exceptional impairments of £19.1m were booked against right of use assets and other fixed assets.
Other exceptional costs of £1.2m consist of expenditure associated with the acquisition of AgriCensus, WealthEngine, The Jacobsen, RelSci and Boardroom Insiders which is treated as exceptional due to its magnitude.
The cashflow impact of exceptional items for H1 2022 was an outflow of £1.7m.
Tax
The adjusted effective tax rate for the period ended 31 March 2022 is 25% (FY 2021: 20%) which is based on adjusted profit before tax and excludes deferred tax movements on intangible assets, tax on exceptional items, prior year items and other tax adjusting items as described below. The tax rate in each year depends mainly on the geographic mix of profits as well as on applicable tax rates and although the tax charge involves a level of estimate, we currently expect it to be c.23% for FY 2022. The adjusted effective tax rate is higher than the prior year (FY 2021: 20%) due to a non-recurring disallowance of interest expense for US tax purposes. This disallowance does not impact the Group's cash tax rate for the current period. For FY 2023 we expect the adjusted effective tax rate to be c.22% reflecting the increase in UK corporation tax rate from 19% to 25% from 1 April 2023.
The Group's statutory effective tax rate is 40% for the period ended 31 March 2022. The statutory effective tax rate is largely driven by one off non-deductible expenses for tax purposes such as costs relating to M&A transactions, the non-recurring disallowance of interest expense noted above and general provisions relating to the Group's decision to vacate of some of its office spaces in London and New York.
The basis for the calculation of both effective tax rates and further information can be found in note 6.
Dividend
The Board has declared an interim dividend of 6.1p per share, a 7% increase year-on-year (H1 2021: 5.7p) reflecting the strong balance sheet, cash generative nature of the business and confidence in the future. Our dividend policy is to pay out approximately 40% of full year adjusted diluted earnings per share, subject to the capital needs of the business. The interim dividend is one third of the prior year's total dividend. The dividend will be paid on 24 June 2022 to shareholders on the register at the close of business on 27 May 2022.
Net cash and cash flow
A reconciliation of free cash flow, an alternative performance measure, and cash generated from operations and net cash flow, the nearest statutory measures, is set out below.
H1 2022 | H1 2021 | Change | |
£m | £m | £m | |
Cash generated from operations | 29.7 | 39.5 | (9.8) |
Leases and interest | (5.3) | (5.3) | (0.0) |
Capex | (2.2) | (2.9) | 0.7 |
Taxation | (12.5) | (1.2) | (11.3) |
Free cash flow | 9.7 | 30.1 | (20.4) |
Dividends paid | (13.5) | (12.3) | (1.2) |
Net M&A | (16.6) | (20.2) | 3.6 |
(20.4) | (2.4) | (18.0) | |
Opening cash and cash equivalents | 32.5 | 28.1 | 4.4 |
Currency translation | 0.4 | (0.9) | 1.3 |
Closing net cash | 12.5 | 24.8 | (12.3) |
Net cash at 31 March 2022 was £12.5m which excludes lease liabilities, compared with £24.8m as at 31 March 2021. This decrease in net cash largely reflects the acquisition of Boardroom Insiders in January 2022 for £16.6m and the payment of Canadian withholding tax of £5.4m.
The Group's adjusted cash conversion for H1 2022 was 90% (H1 2021: 142%). We expect adjusted cash conversion to increase in H2 2022 as we collect cash from a higher number of subscriptions contracts that were signed in Q2 2022 than in the prior year as well as for events held at the end of Q2 2022. See page 19 for the calculation. The Group has a strong and consistent record of high cash conversion reflecting the robust nature of the Group's subscription businesses and the relatively capital light business model.
Management of balance sheet and liquidity risk and financing
The Group regularly reviews the level of cash and debt facilities required to fund its activities. In May 2021, the Group refinanced and increased its existing bank facility which included two additional one-year extension options. The first of these options was exercised in April 2022, resulting in a committed multi-currency revolving credit facility of £190m being available to the Group until May 2025. An additional £130m uncommitted accordion facility also remains available.
Currency
The Group generates approximately 75% of its revenue in US dollars, including approximately 40% of its UK revenue and c.90% of the Group's operating profit. The exposure to US dollar revenue in the UK businesses is partially hedged using forward contracts to sell US dollars, which delays the impact of movements in exchange rates for at least a year.
The average sterling-US dollar rate for the six months to 31 March 2022 was $1.35 (2021: $1.34). This reduced reported revenue growth rates for the year by approximately one percentage point and adjusted profit before tax by £0.8m. Each one cent movement in the US dollar rate has an impact on translated profits, net of UK revenue hedging, of approximately £0.8m on an annualised basis. The Group also translates its non-sterling denominated balance sheet items, which resulted in a gain in 2022 of £0.1m (2021: £0.1m loss).
Definitions
Adjusted measures exclude the impact of amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy. A detailed reconciliation of the Group's adjusted and underlying results is set out in the Appendix on pages 12 to 20 of this statement.
Underlying measures are the adjusted results stated at constant exchange rates, including pro forma prior year comparatives for acquisitions and new business launches and excluding disposals or business closures, including adjustments for significant event timing differences, and including proforma prior year adjustments for the application of new accounting standards.
CAUTIONARY STATEMENT
This Half Year Report ("Statement") is prepared for and addressed only to the Company's shareholders as a whole and to no other person. The Company, its Directors, employees, agents and advisers accept and assume no liability to any person in respect of this Statement save as would arise under English law. Statements contained in this Statement are based on the knowledge and information available to the Group's Directors at the date it was prepared and therefore facts stated and views expressed may change after that date.
This document and any materials distributed in connection with it may include forward-looking statements, beliefs, opinions or statements concerning risks and uncertainties, including statements with respect to the Group's business, financial condition and results of operations. Those statements and statements which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Company's Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and which may cause results and developments to differ materially from those expressed or implied by those statements and forecasts. No representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this Statement. The Group undertakes no obligation to release any update of, or revisions to, any forward-looking statements, opinions (which are subject to change without notice) or any other information or statement contained in this Statement. Furthermore, past performance of the Group cannot be relied on as a guide to future performance.
No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per Euromoney Institutional Investor PLC share for the current or future financial years would necessarily match or exceed the historical published earnings per Euromoney Institutional Investor PLC share.
Nothing in this document is intended to constitute an invitation or inducement to engage in investment activity. This document does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, any securities nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto. This document does not constitute a recommendation regarding any securities.
LEI Number: 213800PZU2RGHMHE2S67
Glossary to Half Year Report
In order to fully explain the performance of the business, the Group uses several alternative performance measures (APMs) and business KPIs. APMs are non-GAAP and not defined by IFRS; therefore, they may not be considered directly comparable to other companies' APMs. APMs should be considered in addition to, rather than a substitute for, IFRS measures.
The Group presents two main sets of APMs in its Annual Report and financial results: adjusted measures and underlying measures.
Adjusted measures
Adjustments principally include the amortisation of acquired intangible assets, exceptional items, net movements in deferred consideration and acquisition commitments, fair value remeasurements and the associated tax thereon.
Adjusted measures provide additional useful information for shareholders to evaluate and compare the performance of the business from period to period. Management use these for budgeting, planning and monthly reporting purposes and they are the basis on which executive management is incentivised. These adjusted measures also enable the Group to track more easily and consistently the underlying operational performance by separating out exceptional income, charges and non-cash items.
The Group also presents adjusted EBITDA because the Group's borrowing facilities contain certain EBITDA related covenants, including the ratio of adjusted net cash to EBITDA.
Underlying measures
Underlying measures are adjusted measures which have been additionally adjusted for the impact of foreign exchange movements, M&A, new business launches, business closures, material events that move across reporting dates, material biennial events and the application of new accounting standards.
Underlying measures provide a fairer like-for-like comparison than adjusted measures as the factors noted above can influence growth rates but do not reflect underlying business performance.
APM/KPI term | Closest equivalent IFRS measure | Purpose and definition |
Underlying revenue1 | Revenue | Underlying revenue (and underlying revenue growth) enable us to compare revenue on a like-for-like basis and are an important indicator of the health and trajectory of our divisions and the Group as a whole. Underlying revenue adjusts for the impact of foreign exchange movements, M&A, new business launches, business closures, material events that move across reporting dates, material biennial events and the application of new accounting standards. Underlying revenue growth is one of the financial measures used for Directors' remuneration. |
Adjusted operatingprofit1 | Operating profit3 | Adjusted operating profit enables the Group to more closely track operational performance by adjusting operating profit for the amortisation of acquired intangible assets and exceptional items. |
Adjusted operating profitmargin | Operating profit3 margin | Adjusted operating profit margin measures the efficiency of the Group and the effectiveness of investment decisions, cost reduction efforts and mix improvements. Adjusted operating profit margin is calculated as adjusted operating profit as a percentage of revenue. |
Underlying operating profit1 | Operating profit3 | Underlying operating profit enables the Group to compare operating profit on a like-for-like basis. Underlying operating profit adjusts adjusted operating profit for the impact of foreign exchange movements, M&A, new business launches, business closures, material events that move across reporting dates, material biennial events and the application of new accounting standards. |
Adjusted EBITDA for covenant purposes1 | Operating profit3 | Adjusted EBITDA is a measure used in covenants relating to the Group's borrowing facilities. It is calculated as the Group's adjusted operating profit and share of results in associates before depreciation and amortisation of licences and software, including those of our associates and IFRS 16 adjustments, adjustment for the impact of fair value adjustment on contract liabilities on acquisition and adjustments for the timing of acquisitions and disposals. |
Adjusted profitbefore tax1 | Profit before tax | Adjusted profit before tax measures the overall success of management actions to manage the portfolio and invest to grow the business. Adjusted profit before tax is one of the financial measures used for Directors' remuneration. This APM adjusts profit before tax for the amortisation of acquired intangible assets, exceptional items, net movements in deferred consideration and acquisition commitments and fair value remeasurements. |
Underlying profit before tax1 | Profit before tax | Underlying profit before tax enables the Group to compare profit on a like-for-like basis. Underlying profit before tax adjusts for the impact of foreign exchange movements, M&A, new business launches, business closures, material events that move across reporting dates, material biennial events and the application of new accounting standards. |
Adjusted dilutedearnings per share2 | Diluted earningsper share | Adjusted diluted earnings per share measures the Group's overall returns to shareholders. It is calculated using profit for the year attributable to the equity holders of the parent adjusted for the amortisation of acquired intangible assets, exceptional items, net movements in deferred consideration and acquisition commitments and fair value remeasurements and tax thereon divided by the diluted weighted average number of shares in issue. |
Adjusted cash generated from operations1 | Cash generated from operations | Adjusted cash generated from operations gives a clearer picture of the cash generating nature of the Group. It is calculated by adjusting cash generated from operations for the cash impact relating to exceptional items, capital expenditure and significant timing differences affecting the movement on working capital. |
Free cash flow | Cash generated from operations | Free cash flow reflects the cash available to shareholders. Cash generated from operations is adjusted for the cash impact of lease and interest payments, capital expenditure and taxation. |
Net cash1 | Cash and cash equivalents less borrowings (not including lease liabilities) | Net cash shows the availability of cash in the business. It comprises cash at bank and in short-term deposits less borrowings (not including lease liabilities). |
Adjusted net cash1 | Cash and cash equivalents less borrowings | Adjusted net cash adjusts net cash for average exchange rates. |
Adjusted cash conversion1 | None | Adjusted cash conversion is a measure of the quality of the Group's earnings. It measures the percentage by which adjusted cash generated from operations, net of capital expenditure and cash payments for exceptional items, covers adjusted operating profit. |
Adjusted net cash to EBITDA ratio for covenant purposes1 | None | Adjusted net cash to EBITDA ratio is a measure used in covenants relating to the Group's borrowing facilities. It is calculated as adjusted net cash as a percentage of adjusted EBITDA for covenant purposes. |
1 | Reconciliation of these performance measures to statutory performance measures can be found on below. |
2 | Calculation of adjusted diluted earnings per share is in note 8 to the Condensed Consolidated Interim Financial Statements. |
3 | Operating profit is presented in the Consolidated Income Statement. It is not defined per IFRS, however, it is a generally accepted profit measure. |
Reconciliation of Condensed Consolidated Income Statement to adjusted results for the six months ended 31 March 2022
The Directors believe that the adjusted measures provide additional useful information for shareholders to evaluate and compare the performance of the business from period to period. These measures are used by management for budgeting, planning and monthly reporting purposes and are the basis on which executive management is incentivised. The non-IFRS measures also enable the Group to track more easily and consistently the underlying operational performance by separating out the following types of exceptional income, charges and non-cash items.
Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising trademarks and brands, databases and customer relationships); exceptional items; share of associates' and joint ventures' acquired intangibles amortisation and exceptional items; net movements in deferred consideration and acquisition commitments; fair value remeasurements; related tax items and other adjusting items described below.
The amortisation of acquired intangible assets is adjusted as the premium paid relative to the net assets on the balance sheet of the acquired business is classified as either goodwill or as an intangible asset arising on a business combination and is recognised on the Group's balance sheet. This differs to organically developed businesses where assets such as employee talent and customer relationships are not recognised on the balance sheet. Impairment and amortisation of intangible assets and goodwill arising on acquisitions are excluded from adjusted results as they are balance sheet items that relate to historical M&A activity.
Exceptional items are items of income or expense considered by the Directors as being significant, non-recurring and not attributable to underlying trading. It is Group policy to treat, as exceptional, significant earn-out payments required by IFRS to be recognised as a compensation cost. IFRS requires that earn-out payments to selling shareholders retained in the acquired business for a contractual time period are treated as a compensation cost. Given that these payments are part of the cost of an investment and will not recur once the earn-out payments have been made, they have been excluded from adjusted profit. The accounting policy for exceptional items can be found in note 1 to the Group's 2021 Annual Report.
Adjusted finance costs exclude interest arising on any uncertain tax provisions, as these provisions are not in the ordinary course of business and relate to tax adjusting items.
In respect of earnings, adjusted amounts reflect a tax rate that includes the current tax effect of goodwill and intangible assets. Many of the Group's acquisitions, particularly in the US, give rise to significant tax savings as the amortisation of goodwill and intangible assets on acquisition is deductible for tax purposes. The Group considers that the resulting adjusted effective tax rate is therefore more representative of its tax payable position. Tax on exceptional items is excluded as these items are adjusted in accordance with Group policy. Adjustments in respect of prior years are also removed from the adjusted tax expense as they do not relate to current year underlying trading.
Further analysis of the adjusting items is presented in notes 2, 4, 5, 6 and 10 to the Condensed Consolidated Interim Financial Statements.
The Group has applied these principles in calculating adjusted measures and it is the Group's intention to continue to apply these principles in the future.
The reconciliation below sets out the adjusted results of the Group and the related adjustments to the Condensed Consolidated Income Statement that the Directors consider necessary to provide useful and comparable information about the Group's adjusted trading performance.
Unaudited six months ended | Restated unaudited six months ended | ||||||
31 March 2022 | 31 March 2021 | ||||||
|
|
|
| ||||
Statutory | Adjustments | Adjusted | Statutory | Adjustments | Adjusted | ||
Notes | £m | £m | £m | £m | £m | £m | |
|
|
|
| ||||
Revenue | 2 | 184.6 | - | 184.6 | 155.5 | - | 155.5 |
|
|
| |||||
Adjusted operating profit | 2 | 40.2 | - | 40.2 | 34.8 | - | 34.8 |
Acquired intangible amortisation | 11 | (10.4) | 10.4 | - | (9.4) | 9.4 | - |
Exceptional items | 4 | (20.3) | 20.3 | - | (8.0) | 8.0 | - |
|
|
| |||||
Operating profit |
| 9.5 | 30.7 | 40.2 | 17.4 | 17.4 | 34.8 |
Operating profit margin |
| 5% | - | 22% | 11% | - | 22% |
|
|
| |||||
Share of results in associates | 10 | - | 0.2 | 0.2 | (0.1) | 0.2 | 0.1 |
|
|
| |||||
Finance expense | 5 | (1.9) | 0.1 | (1.8) | (1.9) | 0.2 | (1.7) |
|
|
| |||||
Profit before tax |
| 7.6 | 31.0 | 38.6 | 15.4 | 17.8 | 33.2 |
Tax expense on profit | 6 | (3.0) | (6.9) | (9.9) | (8.8) | 2.3 | (6.5) |
Profit for the period |
| 4.6 | 24.1 | 28.7 | 6.6 | 20.1 | 26.7 |
|
|
| |||||
Diluted earnings per share | 8 | 4.2p |
| 26.6p | 6.1p | 24.6p |
The results for the six months to 31 March 2021 have been restated for IAS 38 IFRIC adjustments as detailed in note 1.
Audited year ended 30 Sept 2021 | |||||
| |||||
Statutory | Adjustments | Adjusted |
| ||
Notes | £m | £m | £m |
| |
| |||||
Revenue |
| 336.1 | - | 336.1 |
|
| |||||
Adjusted operating profit |
| 65.3 | - | 65.3 |
|
Acquired intangible amortisation | 11 | (19.1) | 19.1 | - |
|
Exceptional items | 4 | (15.1) | 15.1 | - |
|
| |||||
Operating profit |
| 31.1 | 34.2 | 65.3 |
|
Operating profit margin |
| 9% | - | 19% |
|
| |||||
Share of results in associates | 10 | - | 0.3 | 0.3 |
|
| |||||
Finance expense | 5 | (4.5) | 0.3 | (4.2) |
|
| |||||
Profit before tax |
| 26.6 | 34.8 | 61.4 |
|
Tax expense on profit | 6 | (14.0) | 1.8 | (12.2) |
|
Profit for the year |
| 12.6 | 36.6 | 49.2 |
|
| |||||
Diluted earnings per share | 8 | 11.7p | 45.5p |
|
Underlying measures
When assessing the performance of our businesses, the Board considers the adjusted results. The year-on-year change in adjusted results may not, however, be a fair like-for-like comparison as there are a number of factors which can influence growth rates but which do not reflect underlying performance.
Underlying results include adjusted results and are stated:
· | at constant exchange rates, with the prior year comparatives being restated using current year exchange rates; |
· | including pro forma prior year comparatives for acquisitions and new business launches and excluding all results for disposals or business closures; |
· | including adjustments for events which run in one of the current or comparative periods due to changes in the event date. For example, this means we adjust for biennial events; and |
· | including proforma prior year adjustments for the application of new accounting standards. |
The Group's adjusted and underlying measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. The adjusted and underlying measures used by the Group are not necessarily comparable with those used by other companies.
The following table sets out the reconciliation from statutory to underlying for revenue, operating profit and profit before tax:
Unaudited six months ended 31 March | Unaudited six months ended 31 March | ||
2022 | 2021 | ||
Total | Total | Change % | |
£m | £m | ||
|
| ||
Statutory revenue | 184.6 | 155.5 | 19% |
Net M&A and closed businesses | - | 6.7 | |
Timing differences | - | 0.6 | |
Foreign exchange | - | (1.3) | |
Underlying revenue | 184.6 | 161.5 | 14% |
|
| ||
Statutory operating profit | 9.5 | 17.4 | (45%) |
Adjustments1 | 30.7 | 17.4 | |
Adjusted operating profit | 40.2 | 34.8 | 16% |
Net M&A and closed businesses | - | 0.4 | |
Timing differences | - | 0.5 | |
Foreign exchange | - | (0.8) | |
Underlying operating profit | 40.2 | 34.9 | 15% |
| |||
Statutory profit before tax | 7.6 | 15.4 | (51%) |
Adjustments1 | 31.0 | 17.8 | |
Adjusted profit before tax | 38.6 | 33.2 | 16% |
Net M&A and closed businesses | - | 0.4 | |
Timing differences | - | 0.5 | |
Foreign exchange | - | (0.8) | |
Underlying profit before tax | 38.6 | 33.3 | 16% |
1 Adjustments methodology detailed on page 12.
The following tables reconcile the underlying revenue and adjusted operating profit changes for the divisions and the Group:
2022 | Fastmarkets£m | FPS£m | AssetManagement£m | Foreign exchangegainson forward contracts£m | Total£m |
Statutory revenue | 48.5 | 79.8 | 55.2 | 1.1 | 184.6 |
2021 | |||||
Statutory revenue | 40.2 | 58.3 | 56.0 | 1.0 | 155.5 |
Net M&A and closed businesses | 0.7 | 6.0 | - | - | 6.7 |
Timing differences | (0.1) | 0.7 | - | - | 0.6 |
Foreign exchange | (0.7) | (0.4) | (0.3) | 0.1 | (1.3) |
Underlying revenue | 40.1 | 64.6 | 55.7 | 1.1 | 161.5 |
Underlying revenue change (%) | 21% | 23% | (1%) | - | 14% |
2022 | Fastmarkets £m | FPS £m | AssetManagement £m | Central Costs £m | Total £m |
Adjusted operating profit | 19.8 | 16.2 | 20.4 | (16.2) | 40.2 |
2021 | |||||
Adjusted operating profit | 15.3 | 8.3 | 22.5 | (11.3) | 34.8 |
Net M&A and closed businesses | (0.1) | 0.5 | - | - | 0.4 |
Timing differences | - | 0.5 | - | - | 0.5 |
Foreign exchange | (0.7) | (0.4) | (0.1) | 0.4 | (0.8) |
Underlying adjusted operating profit | 14.5 | 8.9 | 22.4 | (10.9) | 34.9 |
Underlying adjusted operating profit change (%) | 37% | 80% | (9%) | 49% | 15% |
The following tables reconcile the underlying revenue changes for the divisions by revenue type:
Subscriptions | Events | Other | Total | |
| £m | £m | £m | £m |
Fastmarkets |
| |||
2022 | ||||
Statutory revenue | 44.0 | 3.0 | 1.5 | 48.5 |
2021 |
|
|
|
|
Statutory revenue | 37.6 | 1.3 | 1.3 | 40.2 |
Net M&A and closed businesses | 0.6 | - | 0.1 | 0.7 |
Timing differences | - | (0.1) | - | (0.1) |
Foreign exchange | (0.7) | - | - | (0.7) |
Underlying revenue | 37.5 | 1.2 | 1.4 | 40.1 |
Underlying revenue change (%) | 17% | 148% | 4% | 21% |
| ||||
Financial & Professional Services (FPS) |
| |||
2022 |
| |||
Statutory revenue | 48.7 | 24.8 | 6.3 | 79.8 |
|
|
|
| |
2021 |
|
|
|
|
Statutory revenue | 41.4 | 9.1 | 7.8 | 58.3 |
Net M&A and closed businesses | 5.4 | 0.3 | 0.3 | 6.0 |
Timing differences | - | 0.7 | - | 0.7 |
Foreign exchange | (0.4) | - | - | (0.4) |
Underlying revenue | 46.4 | 10.1 | 8.1 | 64.6 |
Underlying revenue change (%) | 5% | 144% | (22%) | 23% |
| ||||
Asset Management |
| |||
2022 |
| |||
Statutory revenue | 34.1 | 14.6 | 6.5 | 55.2 |
|
|
|
| |
2021 |
|
|
|
|
Statutory revenue | 33.9 | 15.4 | 6.7 | 56.0 |
Net M&A and closed businesses | - | - | - | - |
Timing differences | - | - | - | - |
Foreign exchange | (0.2) | - | (0.1) | (0.3) |
Underlying revenue | 33.7 | 15.4 | 6.6 | 55.7 |
Underlying revenue change (%) | 1% | (5%) | 0% | (1%) |
Cash conversion
Cash conversion is an alternative performance measure of the quality of the Group's earnings. Cash conversion measures the percentage by which cash generated from operations covers adjusted operating profit.
Unaudited six months ended 31 March | Restated1 unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
|
| ||
Adjusted operating profit | 40.2 | 34.8 | 65.3 |
| |||
Cash generated from operations | 29.7 | 39.5 | 67.3 |
Exceptional items | 1.7 | 9.1 | 17.6 |
Capital expenditure | (2.2) | (2.9) | (4.8) |
Adjusted cash generated from operations | 29.2 | 45.7 | 80.1 |
| |||
Adjusted 12-month rolling cash conversion % | 90% | 142% | 123% |
1The results for the 12 months to 31 March 2021 have been restated for IAS 38 IFRIC adjustments as detailed in note 1.
Adjusted cash generated from operations is after adjusting for the cash impact relating to exceptional items and capital expenditure. For the period ended 31 March 2022, exceptional cash payments largely consist of integration and transaction costs of newly acquired businesses. For the period ended 31 March 2021 and year ended 30 September 2021, exceptional cash payments largely consist of integration and transaction costs of newly acquired businesses and to support the restructure and cost reduction programme announced in September 2020. At the half year, an adjusted 12-month cash conversion percentage is used to eliminate any seasonality.
Net cash is an alternative performance measure and comprises cash and cash equivalents along with the Group's borrowings excluding lease liabilities. The measure is important because the Group's RCF covenant includes the requirement to keep adjusted net debt below three times adjusted EBITDA. The following table sets out the cash movements in the year and reconciliation to adjusted net cash:
Net cash
Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
Net cash at beginning of period | 32.5 | 28.1 | 28.1 |
Net (decrease)/increase in cash and cash equivalents | (20.5) | 47.6 | 4.2 |
Decrease/(increase) in borrowings | 0.1 | (50.0) | - |
Effect of foreign exchange rate movements | 0.4 | (0.9) | 0.2 |
Net cash at end of period | 12.5 | 24.8 | 32.5 |
| |||
Net cash comprises: |
| ||
Cash at bank and short-term deposits | 12.5 | 74.8 | 32.5 |
Borrowings | - | (50.0) | - |
Total cash and cash equivalents net of borrowings | 12.5 | 24.8 | 32.5 |
Net cash | 12.5 | 24.8 | 32.5 |
Average exchange rate adjustment | (0.3) | 1.2 | (0.1) |
Adjusted net cash | 12.2 | 26.0 | 32.4 |
Adjusted EBITDA is an alternative performance measure. The following table sets out the reconciliation from 12-month rolling adjusted operating profit to 12-month rolling adjusted EBITDA: | |||
12-month | Restated1 12-month | 12-month | |
rolling | rolling | rolling | |
31 March | 31 March | 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
| |||
Adjusted operating profit | 70.7 | 53.6 | 65.3 |
Share of results in associates | 0.5 | - | 0.4 |
Add back: |
| - | |
Intangible amortisation of licences and software | 3.2 | 2.5 | 2.9 |
Depreciation of property, plant and equipment | 1.6 | 2.6 | 2.0 |
Depreciation of right of use assets | 6.4 | 6.9 | 6.7 |
Adjusted EBITDA | 82.4 | 65.6 | 77.3 |
Add back: |
| ||
IFRS 16 adjustments | (9.7) | (8.3) | (9.8) |
Impact of fair value adjustment on contract liabilities | 0.2 | - | - |
M&A annualised adjustment | 0.6 | 1.1 | 0.4 |
Adjusted EBITDA for covenant purposes | 73.5 | 58.4 | 67.9 |
Adjusted net cash to EBITDA ratio for covenant purposes | 0.17 | 0.44 | 0.48 |
1The results for the 12 months to 31 March 2021 have been restated for IAS 38 IFRIC adjustments as detailed in note 1.
The Group's borrowing facilities contain certain covenants, including the ratio of adjusted net debt to EBITDA. The inputs used in the covenant calculations, including the foreign exchange rates, are subject to adjustments as defined under the terms of the arrangement. The facility's covenants required the Group's net debt to be no more than three times adjusted EBITDA and required minimum levels of interest cover of three times on a rolling 12-month basis.
The bank covenant ratio uses an average exchange rate in the calculation of net debt and an annualised adjustment attributable to acquisitions and disposals in the calculation of adjusted EBITDA. When businesses are acquired after the beginning of the financial year, the calculation of adjusted EBITDA includes EBITDA attributable to the business as if the acquisition had been completed on the first day of the financial year. The calculation excludes the EBITDA of any businesses disposed of during the year.
The bank covenant ratio is adjusted to remove the impact of IFRS 16. This means that the adjusted EBITDA for covenant compliance calculations includes an entry for the rental expense which would have been recognised for the Group's leases had the transition to IFRS 16 not taken place. To be consistent with the bank covenant calculations, net cash is defined to exclude lease liabilities.
Principal risks and uncertainties
An overall increasing risk trend
The principal risks and uncertainties that affect the Group are described in detail on pages 51 to 60 of the 2021 Annual Report available at www.euromoneyplc.com. They are:
1. | Slow post-covid economic recovery or poor business economic conditions in major markets hinder the recovery of in-person events, and organic revenue growth. |
2. | Compliance and Controls: failure to comply with Group policies and processes, complex global regulations and a litigious environment causes reputational, legal or financial damage. |
3. | Inability to execute M&A strategy or integrate acquisitions successfully into the Group on a timely basis prevents the delivery of the strategy. |
4. | Geopolitical upheaval has a major impact on the business environment. |
5. | Cybersecurity and information security threats compromise data integrity or result in a loss of key data. |
6. | Inadequate ability of the business to manage talent churn effectively results in the loss of key personnel in critical roles. |
7. | Uncertain tax liabilities leads to material cash outflows. |
8. | Existing and emerging competitor activity creates product and pricing pressures, as well as potentially eroding margins. |
9. | Exposure to USD exchange rate leads to unexpected swings in reported results. |
10. | Changing customer needs, new technology or changing governmental priorities cause structural changes in markets reducing the value delivered by our products and services. |
Although we still consider these to be the most relevant risks and uncertainties, the Board's view is that due to the global impacts of the war in Ukraine, the overall risk trend for the Group is increasing, both prior to and post-mitigation.
The war does not in itself create a stand-alone risk for the Group, but it does have an impact on some of the Group's existing principal risks, which has therefore resulted in three of the Group's risks moving on the risk matrix.
Risk 1 (Economic Recovery)
The Ukraine crisis and resulting sanctions are likely to slow the post-covid economic recovery. In particular, current and potential restrictions on Russian oil and gas imports have exacerbated the existing macroeconomic inflation risks, potentially increased the future costs of borrowing if interest rates rise significantly, and made travel more costly, which could impact travel to events. The result is a heightened risk of a global recession being endured over the next 18 months. The Group also decided in March 2022 to cease all business with Russia and Belarus for the time being, which will have a revenue and profit impact for the foreseeable future. This decision was taken to ensure the Group is compliant with very fast-moving sanctions requirements and is consistent with the actions that many other multinationals have taken.
Risk 4 (Geopolitical Risk)
The war in Ukraine has resulted in a large and co-ordinated global response, which in turn has influenced and changed various regional and international relationships, resulting in more geopolitical instability. In addition, there are numerous other potential geopolitical flash points around the world which are unrelated to the Russia-Ukraine war, but could escalate to cause further disruption to business and the wider economy.
Risk 5 (Cybersecurity)
Russia has targeted international companies and governments in Cyber-attacks in the past and it is understood that Russia has deployed such attacks again, specifically against countries and companies in countries that have strongly supported Ukraine, which would be most of the EU, the UK and the USA. These may take a number of forms including denial of service or ransomware attacks.
The Board continues to prioritise the management of risk
The Board is focused on taking the steps necessary to ensure the Group manages risk effectively, which includes a regular and robust assessment and management of the Group's risks.
It is likely that the increasing risk trend as a result of heightened geopolitical uncertainty could impact the Group's performance over the remaining six months of the financial year and dilute the benefits of the rolling back of covid-related restrictions around the globe.
An updated version of the Group's Risk matrix as found on page 50 of the 2021 Annual Report is set out in the below link to reflect the above changes in risk trends.
http://www.rns-pdf.londonstockexchange.com/rns/0243M_1-2022-5-18.pdf
Condensed Consolidated Income Statement
for the six months ended 31 March 2022
Unaudited six months ended 31 March | Restatedunaudited six months ended 31 March | Audited year ended 30 Sept | ||
| 2022 | 2021 | 2021 | |
| Notes | £m | £m | £m |
|
|
| ||
Revenue | 2 | 184.6 | 155.5 | 336.1 |
Cost of Sales |
| (26.5) | (20.2) | (45.5) |
Gross Profit |
| 158.1 | 135.3 | 290.6 |
|
|
| ||
Administrative expenses and distribution costs |
| (117.9) | (99.0) | (220.4) |
Net impairment of trade receivables |
| - | (1.5) | (4.9) |
Operating profit before acquired intangible amortisation and exceptional items | 2 | 40.2 | 34.8 | 65.3 |
|
|
|
|
|
Acquired intangible amortisation | 11 | (10.4) | (9.4) | (19.1) |
Exceptional items | 4 | (20.3) | (8.0) | (15.1) |
|
|
| ||
Operating profit | 2 | 9.5 | 17.4 | 31.1 |
|
|
|
|
|
Share of results in associates | 10 | - | (0.1) | - |
|
|
| ||
Finance expense | 5 | (1.9) | (1.9) | (4.5) |
|
|
| ||
Profit before tax | 2 | 7.6 | 15.4 | 26.6 |
Tax expense on profit | 6 | (3.0) | (8.8) | (14.0) |
Profit for the period | 2 | 4.6 | 6.6 | 12.6 |
|
|
| ||
Earnings per share |
|
| ||
Basic | 8 | 4.2p | 6.1p | 11.7p |
Diluted | 8 | 4.2p | 6.1p | 11.7p |
|
|
| ||
Dividend per share (including proposed dividends) | 7 | 6.1p | 5.7p | 18.2p |
A detailed reconciliation of the Group's statutory results to the adjusted results is set out in the glossary to the Half Year Report on pages 12 to 20.
The 31 March 2021 Condensed Consolidated Income Statement has been restated for IAS 38 IFRIC adjustments as detailed in note 1.
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 31 March 2022
Unaudited six months ended 31 March | Restated unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
Profit for the period | 4.6 | 6.6 | 12.6 |
| |||
Items that may be reclassified subsequently to profit or loss: |
| ||
Change in fair value of cash flow hedges | (0.7) | 4.5 | 3.3 |
Transfer of gains on cash flow hedges from fair value reserves to Income Statement: |
| - | - |
Foreign exchange gains in revenue | (1.1) | (1.0) | (2.4) |
Foreign exchange gains in administrative expenses | (0.2) | (0.1) | (0.4) |
Net exchange differences on translation of net investments in overseas subsidiary undertakings | 10.1 | (26.9) | (17.2) |
Translation reserves recycled to Income Statement | - | 1.2 | 1.2 |
Tax gains on changes in fair value cash flow hedges | 0.3 | - | 0.3 |
| |||
Items that will not be reclassified to profit or loss: |
| ||
Actuarial gains on defined benefit pension schemes | 7.1 | 2.1 | 4.5 |
Tax loss on actuarial gains on defined benefit pension schemes | (1.8) | (0.4) | (1.0) |
Change in value of FVTOCI assets | - | - | 0.1 |
Other comprehensive income/(expense) for the period | 13.7 | (20.6) | (11.6) |
| |||
Total comprehensive income/(expense) for the period | 18.3 | (14.0) | 1.0 |
The 31 March 2021 Condensed Consolidated Statement of Comprehensive Income has been restated for IAS 38 IFRIC adjustments as detailed in note 1.
Condensed Consolidated Statement of Financial Position
as at 31 March 2022
Unaudited as at 31 March | Audited as at 30 Sept | ||
2022 | 2021 | ||
Notes | £m | £m | |
Non-current assets |
| ||
Intangible assets | |||
Goodwill | 11 | 472.4 | 457.1 |
Other intangible assets | 11 | 194.8 | 188.2 |
Property, plant and equipment | 7.2 | 11.4 | |
Right of use assets | 12 | 26.5 | 44.2 |
Investment in associates | 10 | 8.8 | 8.9 |
Other equity investments | 10 | 0.2 | 0.2 |
Deferred tax assets | 4.0 | 4.3 | |
Retirement benefit asset | 10.7 | 3.0 | |
Other non-current assets | 0.8 | 0.8 | |
Derivative financial instruments | 0.1 | - | |
725.5 | 718.1 | ||
Current assets |
|
|
|
Trade and other receivables | 108.1 | 84.3 | |
Contract assets | 4.1 | 5.4 | |
Current income tax assets | 5.6 | 4.0 | |
Cash and cash equivalents | 12.5 | 32.5 | |
Derivative financial instruments | 0.4 | 1.9 | |
130.7 | 128.1 | ||
Current liabilities |
|
|
|
Acquisition commitments | (0.1) | (0.1) | |
Deferred consideration | (1.9) | - | |
Trade and other payables | (37.9) | (43.1) | |
Lease liabilities | 13 | (9.1) | (9.3) |
Current income tax liabilities | (11.9) | (13.3) | |
Accruals | (41.7) | (62.3) | |
Contract liabilities | (164.3) | (132.6) | |
Derivative financial instruments | (1.8) | (0.6) | |
Provisions | (1.1) | (1.6) | |
(269.8) | (262.9) | ||
Net current liabilities |
| (139.1) | (134.8) |
Total assets less current liabilities | 586.4 | 583.3 | |
|
| ||
Non-current liabilities |
|
|
|
Lease liabilities | 13 | (49.7) | (52.4) |
Other non-current liabilities | - | (0.2) | |
Contract liabilities | (0.5) | (2.2) | |
Deferred tax liabilities | (32.2) | (30.1) | |
Derivative financial instruments | (0.1) | (0.3) | |
Provisions | (3.2) | (3.0) | |
(85.7) | (88.2) | ||
Net assets |
| 500.7 | 495.1 |
Condensed Consolidated Statement of Financial Position continued
as at 31 March 2022
|
| Unaudited as at 31 March | Audited as at 30 Sept |
|
| 2022 | 2021 |
| Notes | £m | £m |
Shareholders' equity |
| ||
Called up share capital | 16 | 0.3 | 0.3 |
Share premium account | 104.6 | 104.6 | |
Other reserve | 65.0 | 65.0 | |
Capital redemption reserve | 0.1 | 0.1 | |
Own shares | (14.1) | (14.1) | |
Reserve for share-based payments | 41.0 | 39.1 | |
Fair value reserve | (24.4) | (22.4) | |
Translation reserve | 116.0 | 105.9 | |
Retained earnings | 212.2 | 216.6 | |
Total equity |
| 500.7 | 495.1 |
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2022
|
|
|
|
| Reserve |
|
|
|
| |
| for |
|
|
| ||||||
| Called |
| Capital |
| share- |
| ||||
| up | Share | redemp- |
| based | Fair | Trans- |
|
| |
| share | premium | Other | tion | Own | pay- | value | lation | Retained | Total |
| capital | account | reserve | reserve | shares | ments | reserve | reserve | earnings | equity |
| £m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| ||||||||||
At 1 October 2020 | 0.3 | 104.6 | 65.0 | 0.1 | (14.6) | 38.7 | (23.5) | 122.4 | 218.1 | 511.1 |
Profit for the year | - | - | - | - | - | - | - | - | 12.6 | 12.6 |
Other comprehensive income/(expense) for the year | - | - | - | - | - | - | 1.1 | (16.5) | 3.8 | (11.6) |
Total comprehensive income/(expense) for the year | - | - | - | - | - | - | 1.1 | (16.5) | 16.4 | 1.0 |
Share-based payments | - | - | - | - | - | 0.8 | - | - | - | 0.8 |
Cash dividend paid | - | - | - | - | - | - | - | - | (18.5) | (18.5) |
Exercise of share options | - | - | - | - | 0.5 | (0.4) | - | - | (0.1) | - |
VAT on share buy-back | - | - | - | - | - | - | - | - | 0.6 | 0.6 |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | 0.1 | 0.1 |
At 30 September 2021 | 0.3 | 104.6 | 65.0 | 0.1 | (14.1) | 39.1 | (22.4) | 105.9 | 216.6 | 495.1 |
Profit for the period | - | - | - | - | - | - | - | - | 4.6 | 4.6 |
Other comprehensive (expense)/income for the period | - | - | - | - | - | - | (2.0) | 10.1 | 5.6 | 13.7 |
Total comprehensive (expense)/income for the period | - | - | - | - | - | - | (2.0) | 10.1 | 10.2 | 18.3 |
Share-based payments | - | - | - | - | - | 1.9 | - | - | - | 1.9 |
Cash dividend paid | - | - | - | - | - | - | - | - | (13.5) | (13.5) |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | (1.1) | (1.1) |
At 31 March 2022 | 0.3 | 104.6 | 65.0 | 0.1 | (14.1) | 41.0 | (24.4) | 116.0 | 212.2 | 500.7 |
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2021
Called | Capital | Reserve for | ||||||||
up | Share | redemp- | share- | Fair | Trans- | |||||
share | premium | Other | tion | Own | based | value | lation | Retained | Total | |
capital | account | reserve | reserve | shares | Payments | reserve | reserve | earnings | Equity | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 October 2020 | 0.3 | 104.6 | 65.0 | 0.1 | (14.6) | 38.7 | (23.5) | 122.4 | 218.1 | 511.1 |
Profit for the period (restated)1 | - | - | - | - | - | - | - | - | 6.6 | 6.6 |
Other comprehensive income/(expense) for the period | - | - | - | - | - | - | 3.9 | (26.2) | 1.7 | (20.6) |
Total comprehensive income/(expense) for the period | - | - | - | - | - | - | 3.9 | (26.2) | 8.3 | (14.0) |
Share-based payments | - | - | - | - | - | 0.2 | - | - | - | 0.2 |
Cash dividend paid | - | - | - | - | - | - | - | - | (12.3) | (12.3) |
Exercise of share options | - | - | - | - | 0.5 | (0.4) | - | - | (0.1) | - |
VAT on share buyback | - | - | - | - | - | - | - | - | 0.6 | 0.6 |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | 0.5 | 0.5 |
At 31 March 2021 (restated)1 | 0.3 | 104.6 | 65.0 | 0.1 | (14.1) | 38.5 | (19.6) | 96.2 | 215.1 | 486.1 |
1 Restated for IAS 38 IFRIC adjustments as detailed in the basis of preparation (note 1).
The other reserve represents the share premium arising on the shares issued for the purchase of Metal Bulletin plc in October 2006.
The investment in own shares is held by the Euromoney Employees' Share Ownership Trust and Euromoney Employee Share Trust.
The trusts waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the trusts as incurred and included in the Condensed Consolidated Financial Statements.
Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
Number of shares held: |
|
| |
Euromoney Employees' Share Ownership Trust | 58,976 | 58,976 | 58,976 |
Euromoney Employee Share Trust | 1,139,807 | 1,139,807 | 1,139,807 |
Total | 1,198,783 | 1,198,783 | 1,198,783 |
Nominal cost per share (p) | 0.25 | 0.25 | 0.25 |
Historical cost per share (£) | 11.76 | 11.76 | 11.76 |
Market value (£m) | 11.8 | 11.4 | 12.2 |
Condensed Consolidated Statement of Cash Flows
for the six months ended 31 March 2022
Unaudited six months ended 31 March | Restated unaudited six months ended 31 March | Audited year ended 30 Sept | ||
2022 | 2021 | 2021 | ||
Notes | £m | £m | £m | |
Cash flow from operating activities |
|
|
| |
Operating profit | 9.5 | 17.4 | 31.1 | |
Long-term incentive expense | 1.9 | 0.2 | 0.8 | |
Acquired intangible amortisation | 11 | 10.4 | 9.4 | 19.0 |
Licences and software amortisation | 1.6 | 1.3 | 2.9 | |
Depreciation and impairment of property, plant and equipment | 4.4 | 1.2 | 2.8 | |
Depreciation and impairment of right of use assets | 12 | 18.5 | 3.3 | 9.0 |
Recycling of foreign exchange | 4 | - | 1.2 | 1.2 |
Decrease in provisions | (0.3) | (3.9) | (5.5) | |
Operating cash flows before movements in working capital |
| 46.0 | 30.1 | 61.3 |
(Increase)/decrease in receivables | (20.9) | 2.0 | (16.6) | |
Increase in payables | 4.6 | 7.4 | 22.6 | |
Cash generated from operations |
| 29.7 | 39.5 | 67.3 |
Income taxes paid | (12.5) | (1.7) | (3.7) | |
Net cash generated from operating activities |
| 17.2 | 37.8 | 63.6 |
| ||||
Investing activities |
|
| ||
Purchase of intangible assets | (2.0) | (2.7) | (4.6) | |
Purchase of property, plant and equipment | (0.2) | (0.2) | (0.2) | |
Proceeds from disposal of property, plant and equipment | - | - | 0.1 | |
Purchase of business/subsidiary undertaking, net of cash acquired | 9 | (16.6) | (20.2) | (24.2) |
Purchase of long term investment | - | - | (0.1) | |
Net cash used in investing activities |
| (18.8) | (23.1) | (29.0) |
| ||||
Financing activities |
|
| ||
Dividends paid | 7 | (13.5) | (12.3) | (18.5) |
Interest paid | (0.6) | (0.5) | (2.6) | |
Capital element of lease repayments | (3.9) | (3.9) | (8.0) | |
Interest element of lease repayments | (0.8) | (0.9) | (1.8) | |
Increase in borrowings | 15 | 19.9 | 50.0 | 50.0 |
Repayment of borrowings | (20.0) | - | (50.0) | |
Recovery of VAT on share buy-back costs | - | 0.5 | 0.5 | |
Net cash used in financing activities |
| (18.9) | 32.9 | (30.4) |
Net (decrease)/increase in cash and cash equivalents |
| (20.5) | 47.6 | 4.2 |
Cash and cash equivalents at beginning of period |
| 32.5 | 28.1 | 28.1 |
Effect of foreign exchange rate movements | 0.5 | (0.9) | 0.2 | |
Cash and cash equivalents at end of period |
| 12.5 | 74.8 | 32.5 |
The 31 March 2021 Condensed Consolidated Statement of Cash Flows has been restated as detailed in note 1.
Notes to the Condensed Consolidated Interim Financial Statements
1 Basis of preparation
Euromoney Institutional Investor PLC (the 'Company') is a company incorporated in the United Kingdom.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the 'Group') and equity-account the Group's interest in associates.
This Half Year Report was approved by the Board of Directors on 18 May 2022.
These condensed consolidated interim financial statements have been prepared in accordance with the disclosure and transparency rules of the Financial Conduct Authority and using accounting policies consistent with International Financial Reporting Standards (IFRS) as adopted by the UK Endorsement Board and in accordance with International Accounting Standard (IAS) 34 'Interim Financial Reporting'. The change in basis of preparation from IFRS adopted by the European Union to IFRS adopted by the UK Endorsement Board is required by UK company law for the purposes of financial reporting as a result of the UK's exit from the EU on 31 January 2020 and the cessation of the transition period on 31 December 2020. This change does not constitute a change in accounting policy, rather a change in framework which is required for the Group to use IFRS in company law. There is no impact on the recognition, measurement or disclosure between the two frameworks in the period reported.
The financial information for the year ended 30 September 2021 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006, the financial information was prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and IFRS adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the EU. There are no differences for the Group in applying each of these accounting frameworks. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not draw attention to any matters by way of emphasis and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006.
The Group previously reported in thousands of pounds. It has now changed its disclosure, rounding to hundreds of thousands of pounds.
Accounting policies
The Condensed Consolidated Interim Financial Statements has been prepared under the historical cost convention, except for the revaluation of certain financial instruments.
The same accounting policies, presentation and methods of computation are followed in these condensed consolidated interim financial statements as were applied in the Group's latest annual audited financial statements.
Taxes on income in the half year are accrued using the tax rate that would be applicable to expected total annual profit or loss.
There were no material related party transactions recorded in the current or prior period. As such, there is no related parties disclosure in the notes to these Condensed Consolidated Interim Financial Statements.
Restatements
In March 2021, IFRIC issued an agenda decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets'. In response to the IFRIC update the Group's accounting policy on intangibles assets have been updated, specifically to disallow the capitalisation of costs incurred in the implementation of 'software as a service' (SaaS) solutions. This change in accounting policy is applied retrospectively and the impact on the Group's financial statements for the period ended 31 March 2021 is summarised in the following table:
Statements adjusted | Line item | 2021 reported £m | Restatement £m | 2021 restated £m |
| |
| ||||||
Condensed Consolidated Income Statement | Operating profit before acquired intangible amortisation and exceptional items1 | 36.8 | (2.0) | 34.8 | ||
Tax expense on profit | (9.3) | 0.5 | (8.8) | |||
Basic EPS (total) | 7.6 | (1.5) | 6.1 | |||
Diluted EPS (total) | 7.6 | (1.5) | 6.1 | |||
Condensed Consolidated Statement of Changes in Equity | Retained earnings at 1 October 2020 | 224.4 | (6.3) | 218.1 | ||
Condensed Consolidated Statement of Cash Flows | Operating profit | 19.4 | (2.0) | 17.4 | ||
Licenses and software amortisation | 2.1 | (0.8) | 1.3 | |||
Purchase of intangible assets | (5.5) | 2.8 | (2.7) |
1 All of the adjustment relates to administrative expenses
Key judgemental areas adopted in preparing these Condensed Consolidated Financial Statements
The significant accounting judgements and estimates are consistent with that disclosed in the Group's 2021 Annual Report, except for the following:
Significant judgements
Following the successful introduction of flexible working across Euromoney, the Group has reviewed its real estate requirements and has identified significant opportunities to reduce office costs in London and New York to reflect the footprint that suits its needs. As a result, excess office space in New York will be vacated, through the potential agreement of an early exit and a portion of its London offices will be made available to sublet. This decision to separate the respective assets from those used in the ordinary course of business is a triggering event for impairment review. These assets are impaired as a standalone CGU. Further information is disclosed in note 12.
Critical estimates
In assessing the impairment required for the sublet space in London, the book values of the relevant assets were compared to the present value of the future cash flows associated with the space. This includes up-front fit-out costs and future running costs, which are expected to be relatively stable. The most uncertain variable used in the impairment model is the level of sublease income expected to be achieved, particularly affected by the term of the eventual sublease. These estimates on sublease income were provided by external industry experts, modelling a sublease term of three years expected after a 12-month fit-out and marketing void. The impairment review resulted in the respective assets being fully written down. For the impairment to be reversed, the sublease term would need to increase to four years and three months. The impairment model is not sensitive to changes in assumptions about the market rent which could be achieved.
Going concern, debt covenants and liquidity
At 31 March 2022, the Group's net cash position, excluding lease liabilities, was £12.5m comprising cash and cash equivalents, and there were no amounts borrowed through the Group's revolving credit facility. At 31 March 2022 the Group had access to a committed £190m multi-currency revolving credit facility, available until May 2024, which was extended by a further year, until May 2025, in April 2022. The facility's covenant requires the Group's net debt to be no more than three times 12-month adjusted EBITDA, though this can increase to three and a half times for certain periods in the event of an acquisition and requires minimum levels of interest cover of three times adjusted EBITDA on a 12-month basis. The values and foreign exchange rates used in the covenant calculations are subject to adjustments from the statutory numbers as defined under the terms of the facility agreement.
The Group has seen a recovery in its events cash flows following the easing of restrictions in key territories. However, in making their going concern assessment, the Directors have considered potential future restrictions or a slower return of events due to aversion to travel, whether due to covid-19 or other factors such as climate change. The Group does not have operations in Russia or material customers based in Russia or Ukraine. However, in making the assessment, the Directors have considered the higher inflationary environment and modelled a scenario of further inflation that it is unable to pass onto its customers. The Group has not identified any material uncertainties in its going concern assessment.
Taking into account reasonably possible changes in trading performance, the Group's forecasts and projections, out to the going concern assessment period of at least 12 months from the date of signing this Half Year Report, show that the Group will be able to operate within the level and covenants of its current and available borrowing facilities.
In making the going concern assessment, the Directors have also modelled a severe but plausible downside that assumes a 70% reduction in physical events for the remainder of the financial year ending 30 September 2022, and a 70% reduction of events revenue for the financial years 2023 and 2024 with a 20% profit mitigation in the latter years, all uncertain tax cases are paid in full, a further 5% inflation is applied to overheads and staff costs (over and above the cost inflation already included in the forecasts) and a fall of 5% in non-events revenue compared to the current plan. Under this scenario, the Group maintains sufficient liquidity and is projected to satisfy covenants required by the revolving credit facility after taking measures to preserve cash.
Based on the Group's cash flow forecasts and projections, the Board is satisfied that the Group will be able to operate for a period extending to at least 12 months from the date of signing of this Half Year Report, including the impact of any potential transactions that are planned or expected to complete within this period. For this reason, the Group continues to adopt the going concern basis in preparing its financial statements.
2 Segmental analysis
The analysis by segment is presented in accordance with IFRS 8 'Operating Segments', on the basis of those segments whose operating results are regularly reviewed by the Chief Executive, who acts as the Chief Operating Decision Maker (CODM) as defined by IFRS 8.
Segmental information is presented in respect of the Group's divisions and reflects the Group's management and internal reporting structure. The Group is organised into three divisions: Fastmarkets; Financial & Professional Services (FPS); and Asset Management.
Revenues generated in the Fastmarkets division are primarily from subscriptions. FPS and Asset Management revenues consist mainly of subscriptions and events. A breakdown of the Group's revenue by type is set out below. Advertising revenue is included in other revenue.
Analysis of the Group's three main geographical areas is also set out to provide additional information on the trading performance of the businesses.
Inter-segment sales are charged at prevailing market rates and shown in the eliminations columns.
Subscriptions | Events | Other | Total revenue | |
2022 | £m | £m | £m | £m |
Revenue | ||||
by division and type: |
|
|
|
|
Fastmarkets | 44.0 | 3.0 | 1.5 | 48.5 |
Financial & Professional Services | 48.7 | 24.8 | 6.3 | 79.8 |
Asset Management | 34.1 | 14.6 | 6.5 | 55.2 |
| 126.8 | 42.4 | 14.3 | 183.5 |
Foreign exchange gains on forward contracts | - | - | 1.1 | 1.1 |
Revenue | 126.8 | 42.4 | 15.4 | 184.6 |
Events revenue of £30.1m (2021: £13.0m) and print advertising of £0.8m (2021: £2.5m) are recognised at a point in time. The remaining subscription, events-based memberships and online advertising revenue is recognised over time.
Subscriptions | Events | Other | Total revenue | |
2021 | £m | £m | £m | £m |
Revenue | ||||
by division and type: |
|
|
|
|
Fastmarkets | 37.6 | 1.3 | 1.3 | 40.2 |
Financial & Professional Services | 41.4 | 9.1 | 7.8 | 58.3 |
Asset Management | 33.9 | 15.4 | 6.7 | 56.0 |
| 112.9 | 25.8 | 15.8 | 154.5 |
Foreign exchange losses on forward contracts | - | - | 1.0 | 1.0 |
Revenue | 112.9 | 25.8 | 16.8 | 155.5 |
2 Segmental analysis continued
Unaudited six months ended 31 March | |||||||||||||||
| United Kingdom | North America | Rest of World | Eliminations | Total | ||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
| ||||
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m |
| |||||
Revenue |
| ||||||||||||||
by division and source: |
| ||||||||||||||
Fastmarkets | 26.5 | 17.9 | 21.1 | 21.6 | 0.9 | 0.8 | - | (0.1) | 48.5 | 40.2 |
| ||||
Financial & Professional Services | 47.9 | 39.9 | 32.3 | 18.4 | 2.7 | 3.8 | (3.1) | (3.8) | 79.8 | 58.3 |
| ||||
Asset Management | - | - | 55.3 | 56.0 | - | - | (0.1) | - | 55.2 | 56.0 |
| ||||
Foreign exchange gains on forward contracts | 1.1 | 1.0 | - | - | - | - | - | - | 1.1 | 1.0 |
| ||||
Revenue | 75.5 | 58.8 | 108.7 | 96.0 | 3.6 | 4.6 | (3.2) | (3.9) | 184.6 | 155.5 |
| ||||
Revenue by destination | 32.4 | 24.3 | 97.2 | 83.8 | 55.0 | 47.4 | - | - | 184.6 | 155.5 |
| ||||
Unaudited six months ended 31 March | ||||||||
| United Kingdom | North America | Rest of World | Total | ||||
| 2022 | Restated 2021 | 2022 | Restated 2021 | 2022 | Restated 2021 | 2022 | Restated 2021 |
£m | £m | £m | £m | £m | £m | £m | £m | |
Operating profit1 | ||||||||
by division and source: | ||||||||
Fastmarkets | 13.1 | 7.1 | 9.9 | 11.4 | (3.2) | (3.2) | 19.8 | 15.3 |
Financial & Professional Services | 5.1 | 5.5 | 13.1 | 5.3 | (2.0) | (2.5) | 16.2 | 8.3 |
Asset Management | - | - | 20.4 | 22.6 | - | (0.1) | 20.4 | 22.5 |
Unallocated corporate costs | (16.0) | (10.8) | - | (0.1) | (0.2) | (0.4) | (16.2) | (11.3) |
Operating profit/(loss) before acquired intangible amortisation and exceptional items1 | 2.2 | 1.8 | 43.4 | 39.2 | (5.4) | (6.2) | 40.2 | 34.8 |
Acquired intangible amortisation (note 11)2 | (2.0) | (2.1) | (8.4) | (7.3) | - | - | (10.4) | (9.4) |
Exceptional items (note 4) | (12.7) | (4.2) | (7.6) | (3.8) | - | - | (20.3) | (8.0) |
Operating (loss)/profit | (12.5) | (4.5) | 27.4 | 28.1 | (5.4) | (6.2) | 9.5 | 17.4 |
Share of results in associates (note 10) | - | (0.1) | ||||||
Finance expense (note 5) | (1.9) | (1.9) | ||||||
Profit before tax |
| 7.6 | 15.4 | |||||
Tax expense on profit (note 6) | (3.0) | (8.8) | ||||||
Profit for the period |
| 4.6 | 6.6 |
1 Restated for IAS 38 IFRIC adjustments as detailed in the basis of preparation (note 1). The restatement increased Fastmarkets operating profits by £0.1m in the UK. Financial & Professional Services operating profits were reduced by £1.3m in the UK. Asset Management operating profits were reduced by £0.2m in North America. Unallocated corporate costs were increased by £0.6m in the UK.
2 Acquired intangible amortisation represents amortisation of acquisition-related non-goodwill assets such as trademarks and brands, customer relationships, databases and software (note 11).
2 Segmental analysis continued
Unaudited six months ended 31 March | ||||||
|
|
| Depreciation, | |||
| Acquired intangible | Exceptional | impairments | |||
| amortisation | items | and amortisation1 | |||
| 2022 | 2021 | 2022 | 2021 | 2022 | Restated 2021 |
£m | £m | £m | £m | £m | £m | |
Other segmental information | ||||||
by division: | ||||||
Fastmarkets | (3.1) | (3.3) | (0.3) | (1.3) | (0.7) | (1.1) |
Financial & Professional Services | (5.3) | (3.8) | (0.9) | (3.2) | (0.8) | (1.0) |
Asset Management | (2.0) | (2.3) | - | (0.5) | (0.4) | 0.6 |
Unallocated corporate costs | - | - | (19.1) | (3.0) | (22.6) | (4.3) |
Total | (10.4) | (9.4) | (20.3) | (8.0) | (24.5) | (5.8) |
1 Restated for IAS 38 IFRIC adjustments as detailed in the basis of preparation (note 1).
The closing net book value of goodwill, other intangible assets, property, plant and equipment, right of use assets and investments is analysed by geographic area as follows1:
United Kingdom | North America | Rest of World | Total | |||||||||
| Unaudited six months ended 31 March | Audited year ended 30 Sept | Unaudited six months ended 31 March | Audited year ended 30 Sept | Unaudited six months ended 31 March | Audited year ended 30 Sept | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| |||
2022 | 2021 | 2022 | 2021 | 2021 | 2021 | 2022 | 2021 |
| ||||
| £m | £m | £m | £m | £m | £m | £m | £m |
| |||
|
|
|
|
|
|
|
|
| ||||
Goodwill | 111.0 | 111.0 | 356.8 | 341.4 | 4.6 | 4.7 | 472.4 | 457.1 |
| |||
Other intangible assets | 31.9 | 33.2 | 162.5 | 154.7 | 0.4 | 0.3 | 194.8 | 188.2 |
| |||
Property, plant and equipment | 1.3 | 3.5 | 5.7 | 7.6 | 0.2 | 0.3 | 7.2 | 11.4 |
| |||
Right of use assets | 6.8 | 18.9 | 17.9 | 23.0 | 1.8 | 2.3 | 26.5 | 44.2 |
| |||
Investments | 8.9 | 8.9 | 0.1 | 0.2 | - | - | 9.0 | 9.1 |
| |||
Non-current assets | 159.9 | 175.5 | 543.0 | 526.9 | 7.0 | 7.6 | 709.9 | 710.0 |
| |||
Additions to property, plant and equipment | (0.1) | - | (0.1) | (0.1) | - | (0.5) | (0.2) | (0.6) |
| |||
Additions to right of use assets | - | - | (0.2) | - | - | (0.5) | (0.2) | (0.5) |
| |||
Additions to other intangible assets | (1.6) | (3.2) | (0.4) | (1.4) | - | - | (2.0) | (4.6) |
| |||
The Group has taken advantage of paragraph 23 of IFRS 8 'Operating Segments' and does not provide segmental analysis of net assets as this information is not used by the CODM in operational decision making or monitoring of business performance.
3 Seasonality of results
The Group's results are usually not materially affected by seasonal or cyclical trading. For the year ended 30 September 2021, the Group earned 46% of its revenue and 53% of its adjusted operating profits in the first six months of the year (2020: 56% of its revenue and 67% of its adjusted operating profit in the six months of the year).
4 Exceptional items
Exceptional items are items of income or expense considered by the Directors as being significant, non-recurring and which require additional disclosure in order to provide an indication of the underlying trading performance of the Group.
Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept | ||
2022 | 2021 | 2021 | ||
Notes | £m | £m | £m | |
|
| |||
Right of use and property, plant and equipment impairments | a | (19.1) | - | (3.0) |
Other exceptional costs | b | (1.2) | (4.5) | (8.6) |
Restructuring | c | - | (2.3) | (2.3) |
Recycling of foreign exchange | d | - | (1.2) | (1.2) |
Exceptional items |
| (20.3) | (8.0) | (15.1) |
a. | For the period ended 31 March 2022, following the successful introduction of flexible working across the Group, the real estate requirements have been reviewed and the Group has identified significant opportunities to reduce the office costs in London and New York to reflect the footprint that suits the Group's needs. As a result, exceptional impairments of £19.1m were booked against right of use assets and other fixed assets (note 12).
For the year ended 30 September 2021, £3.0m of impairments to right of use assets and property, plant and equipment were recognised in exceptional items, due to management's intention to vacate a number of properties across the Group.
|
b. | For the period ended 31 March 2022, other exceptional costs of £1.2m consist of expenditure associated with acquisition related costs, mainly for Boardroom Insiders (note 9), Relationship Science, The Jacobsen and WealthEngine, treated as exceptional due to the magnitude of the costs. The recognition of the earn-out payments for the acquisitions of AgriCensus are treated as compensation costs and included in exceptional items.
For the periods ended 31 March 2021 and 30 September 2021, other exceptional costs consisted of expenditure associated with the acquisition Wealth-X, AgriCensus, WealthEngine, The Jacobsen and RelSci, treated as exceptional due to the magnitude of the costs. The recognition of the earn-out payments for the acquisitions of AgriCensus were treated as compensation costs and included in exceptional items. Also included were costs incurred to support the strategic review of Asset Management as well as significant costs associated with an acquisition that did not complete. A recovery of VAT was also included relating to a reclaim in respect of share buy-back related expenditure previously recorded in exceptional items.
|
c | For the periods ended 31 March 2021 and 30 September 2021, expenses of £2.3m were incurred as a result of the major restructuring across the Group and were included in exceptional items. This comprised severance costs and professional costs associated with the restructuring. Normal restructuring costs were not treated as exceptional items. There are no exceptional restructuring costs in the period ended 31 March 2022.
|
d. | For the periods ended 31 March 2021 and 30 September 2021, foreign exchange gains/losses amounting to £1.2m were recycled from equity to exceptional items. This related to foreign exchange gains/losses on quasi-equity loans and net investment hedging that had been deferred to equity in previous years. These amounts were recycled because the net investment or party to the quasi-equity loan is no longer part of the Group. As these items are not material, no restatement was made.
|
5 Finance expense
Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
Finance expense |
| ||
Interest payable on borrowings | (0.9) | (0.6) | (2.2) |
Interest on lease liabilities | (0.8) | (0.9) | (1.8) |
Net interest expense on defined benefit pension liability | - | (0.1) | - |
Interest on tax | (0.2) | (0.3) | (0.5) |
(1.9) | (1.9) | (4.5) |
Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
Reconciliation of finance expense in the Income Statement to adjusted finance expense |
|
| |
Finance expense in the Income Statement | (1.9) | (1.9) | (4.5) |
Add back: |
| ||
Interest on tax | 0.1 | 0.2 | 0.3 |
Adjusted finance expense | (1.8) | (1.7) | (4.2) |
The reconciliation of finance expense in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted finance expense. Refer to the glossary to the Half Year Report for a detailed reconciliation of the Group's statutory results to the adjusted results.
Interest on tax excluded from the adjusted net finance expense consist of an interest charge of £0.1m (31 March 2021: £0.1m; 30 September 2021: £0.3m) for movements in respect of uncertain tax positions.
6 Tax expense on profit
Unaudited six months ended 31 March 2022 | Restated unaudited six months ended 31 March 2021 | Audited year ended 30 September 2021 | |
£m | £m | £m | |
|
| ||
Current tax expense | |||
UK corporation tax expense | 0.7 | (1.0) | (1.3) |
Foreign tax expense | 5.3 | 3.1 | 12.8 |
Adjustments in respect of prior periods | (1.6) | - | 0.6 |
4.4 | 2.1 | 12.1 | |
Deferred tax (credit)/expense |
| ||
Current year | (1.6) | 6.8 | 0.2 |
Impact of change in rate on deferred tax | 0.1 | - | 1.8 |
Adjustments in respect of prior periods | 0.1 | (0.1) | (0.1) |
(1.4) | 6.7 | 1.9 | |
Total tax expense in Income Statement1 | 3.0 | 8.8 | 14.0 |
Effective tax rate | 40% | 57% | 53% |
1 Restated for IAS 38 IFRIC adjustments as detailed in the basis of preparation (note 1).
Unaudited six months ended 31 March 2022 | Restated unaudited six months ended 31 March 2021 | Audited year ended 30 Sept 2021 | ||
£m | £m | £m | ||
Reconciliation of tax expense in Income Statement to adjusted tax expense | ||||
Total tax expense in Income Statement | 3.0 | 8.8 | 14.0 | |
Add back: |
| |||
Tax on acquired intangible amortisation | 1.6 | 1.5 | 3.0 | |
Tax on exceptional items | 4.6 | 0.9 | 3.1 | |
Other tax adjusting items | - | - | (6.0) | |
Transfer of deferred tax liabilities | - | (1.5) | - | |
Derecognition of deferred tax assets | - | (2.6) | - | |
Deferred tax on goodwill and intangible amortisation | (0.8) | (0.7) | (1.5) | |
Impact of rate change | (0.1) | - | - | |
Share of tax on profits of associates | - | - | 0.1 | |
Adjustments in respect of prior periods | 1.6 | 0.1 | (0.5) | |
6.9 | (2.3) | (1.8) | ||
Adjusted tax expense | 9.9 | 6.5 | 12.2 | |
| ||||
Adjusted profit before tax (refer to the glossary to the Half Year Statement) | 38.6 | 33.2 | 61.4 | |
Adjusted effective tax rate | 25% | 20% | 20% | |
Factors affecting the tax expense
The statutory effective tax rate (ETR) for the period ended 31 March 2022 is 40% compared with 57% for the period ended 31 March 2021. The statutory ETR for the 2022 full year is forecast to be 33% (2021 full year: 53%). The first half statutory ETR is largely driven by different rates of tax in the Group's overseas subsidiaries, a one-off intercompany interest expense disallowance arising as a result of group restructuring activities, and tax credits relating to the Group's decision to vacate of some of its office spaces in London and New York (note 4). Also included in the ETR is the tax impact of non-recoverable withholding tax on dividends from the Group's Canadian subsidiary as a result of the Group's change in approach in repatriation strategy.
In 2021 the Group incurred £5.4m UK and Canadian withholding taxes that were subsequently paid to HM Revenue and Customs and the Canada Revenue Agency in the six months ended 31 March 2022 and are therefore included within the amounts shown as Income Taxes paid in the Condensed Consolidated Statement of Cash Flows in that period. Excluding this payment, the Group has paid £7.1m in the six months ended 31 March 2022. The net amounts paid in the six months to 31 March 2021 were reduced due to lower cash tax liabilities and refunds received from New York City, New York State and the Canada Revenue Agency of £2.9m following the resolution of tax audits.
6 Tax expense on profit continued
Reconciliation of tax expense in Income Statement to adjusted tax expense
The adjusted effective tax rate for the 2022 half year is 25% (2021: 20%). The forecast adjusted effective tax rate for the 2022 full year is 23% (2021: 20%). The key drivers of the adjusted ETR are a non-recurring non-deductible interest expense in the US and the non-recoverable withholding tax on Canadian dividends.
Current and deferred tax arising on exceptional items is excluded from the adjusted tax charge as exceptional items are adjusted in accordance with Group policy. Adjustments in respect of prior years are also removed from the adjusted tax expense as they do not relate to current year underlying trading. Share of tax on profits of associates and joint ventures is calculated on the adjusted profits
of associates and joint ventures.
The Group also excludes the deferred tax impact of amortisation of intangibles and goodwill as any deferred tax on these items would only crystallise in the event of a disposal and that is not the current intention. The Group also excludes the tax impact of a one-off intercompany interest expense disallowance in the US which arose as a result of group restructuring activities and therefore does not relate to current year underlying trading.
Factors affecting the tax expense in future years and other tax matters
As a result of the Group's change to filing combined state tax returns in New York City (NYC) and New York State (NYS), the Group settled a tax enquiry into this matter with the NYS Department of Taxation and Finance in the prior year. As a result of the settlement with NYS the Group was also required to notify the NYC Department of Finance, which it did in January 2022. At the period end date, no enquiry had been opened in NYC into this matter.
As at 31 March 2022, the Group has state tax losses carried forward in NYC and NYS of £49m (30 September 2021: £57m) of which £44m (30 September 2021: £52m) expires in 2035 and £5m (30 September 2021: £5m) expires in 2037. Taking into account state rates and apportionment factors, the value of the amount recognised is £3.5m (30 September 2021: £4.1m).
The group has unrecognised non-trading and capital losses in the UK of £5.6m, trading losses in Singapore of £16.4m and federal losses in the US of £14.4m. These losses are not recognised because it is not probable that appropriate taxable profits will be generated in the appropriate jurisdiction either for the foreseeable future, or before the losses in the US expire between 2025 and 2037.
The Group holds a full provision in respect of a UK tax exposure relating to an enquiry by HMRC into the tax treatment of the disposal of an investment in the "Capital Data" business during the year ended 30 September 2015. This has a maximum exposure of £10.7m, plus estimated interest to date of £2m. Following a first-tier tax tribunal (FTT) hearing held in May 2020, the Group received a judgement in its favour. HMRC have appealed this judgement at the Upper Tier Tribunal and the case will be held in early July 2022. The Group's assessment after seeking professional advice is that there has been no change to the likelihood of HMRC ultimately prevailing and therefore no adjustment to the provision is being made at this time.
In October 2021, the 137 members of the Organisation for Economic Co-operation and Development (OECD) reached an agreement on two proposed "Pillars" of work addressing the Taxation of the Digital Economy. The proposals are complex and are subject to further negotiation with a 2023 target date for implementation of the proposed changes.
Pillar One is in relation to nexus and profit reallocation between taxing jurisdictions. In February 2022 the OECD issued a draft consultation document with draft Model rules on "Amount A" (the allocation of profits to a jurisdiction) in April 2022. Currently companies in scope are multinational enterprises (MNEs) with global turnover above €20 billion and profitability above 10%, and therefore it is not probable that this will have an impact on the Group.
Pillar Two focuses on Global Anti-Base Erosion ("GloBE") and aims to ensure that large MNEs pay a minimum level of corporate income tax in countries where they operate. Following a July 2021 meeting of the OECD in the UK, in December 2021 a set of model GloBE rules were released, including a global minimum 15% tax rate, with commentary and guidance on the rules issued in March 2022. As the proposals include a consolidated revenue threshold of €750m (£630m), the changes are unlikely to have any impact on the Group effective tax rate or payments for the foreseeable future. Although the Group does not currently meet the threshold, we will monitor the implications of these rules as the discussions proceed.
7 Dividends
Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
Amounts recognisable as distributable to equity holders in period | |||
Final dividend for the year ended 30 September 2021 of 12.5p (2020: 11.4p) | 13.7 | 12.4 | 12.5 |
Interim dividend for the year ended 30 September 2021 of 5.7p (2020: nil) | - | - | 6.2 |
13.7 | 12.4 | 18.7 | |
Employee share trust dividends waived | (0.2) | (0.1) | (0.2) |
13.5 | 12.3 | 18.5 |
The final dividend for the year to 30 September 2021 was approved by shareholders at the AGM held on 9 February 2022 and paid on 15 February 2022.
It is anticipated that the half year dividend of 6.1p (2021: 5.7p) per share will be paid on 24 June 2022 to shareholders on the register on 27 May 2022. It is expected that the shares will be marked ex-dividend on 26 May 2022. The half year dividend has not been included as a liability in this Half Year Financial Statement in accordance with IAS 10 'Events after the Reporting Period'.
8 Earnings per share
Unaudited six months ended 31 March | Restated1 unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
|
| ||
Profit for the period | 4.6 | 6.6 | 12.6 |
Adjustments | 24.1 | 20.1 | 36.6 |
Total adjusted earnings | 28.7 | 26.7 | 49.2 |
Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
Number | Number | Number | |
000 | 000 | 000 | |
|
| ||
Weighted average number of shares | 109,290 | 109,289 | 109,289 |
Shares held by the employee share trusts | (1,199) | (1,216) | (1,207) |
Weighted average number of shares | 108,091 | 108,073 | 108,082 |
Effect of dilutive share options | 103 | 199 | 25 |
Diluted weighted average number of shares | 108,194 | 108,272 | 108,107 |
Pence | Restated1Pence | Pence | |
Earnings per share | |||
Basic | 4.2 | 6.1 | 11.7 |
Diluted | 4.2 | 6.1 | 11.7 |
|
| ||
Adjusted earnings per share |
|
| |
Basic | 26.6 | 24.7 | 45.5 |
Diluted | 26.6 | 24.6 | 45.5 |
1 Restated for IAS 38 IFRIC adjustments as detailed in the basis of preparation (note 1).
The adjusted earnings per share figures have been disclosed since the Directors consider it necessary in order to give an indication of the adjusted trading performance reflecting the performance of the Group. A detailed reconciliation of the Group's statutory results to the adjusted results is set out in the glossary to the Half Year Report.
9 Acquisitions and disposals
PURCHASE OF BUSINESS
Boardroom Insiders Inc
On 20 January 2022, the Group acquired 100% of the equity share capital of Boardroom Insiders Inc. for $25.3m (£18.7m). Boardroom Insiders is a market-leading provider of people intelligence to technology companies and professional services. The business has profiles on over 30,000 executives and key decision makers. These profiles, and the intelligence provided from its proprietary analytics capability, are primarily used by sales teams for business development and account management purposes. Boardroom Insiders is included in the Financial & Professional Services division.
The acquisition accounting is set out below and is provisional pending final determination of the fair value of the assets and liabilities acquired:
| Fair value | Provisional | |
| Book value | adjustments | fair value |
| £m | £m | £m |
| |||
Intangible assets | - | 12.5 | 12.5 |
Trade and other receivables | 0.6 | - | 0.6 |
Trade and other payables | (0.2) | - | (0.2) |
Deferred tax liabilities | - | (0.1) | (0.1) |
Contract liabilities | (1.5) | 0.2 | (1.3) |
Cash and cash equivalents | 0.3 | - | 0.3 |
| (0.8) | 12.6 | 11.8 |
| |||
Net assets acquired (100%) |
| 11.8 | |
Goodwill |
| 6.9 | |
Total consideration |
| 18.7 | |
Consideration satisfied by: |
|
| |
Cash | 16.6 | ||
Deferred consideration | 1.8 | ||
Working capital adjustments | 0.3 | ||
| 18.7 | ||
Net cash outflow arising on acquisition: |
|
| |
Cash consideration | 16.9 | ||
Less: cash and cash equivalent balances acquired | (0.3) | ||
| 16.6 |
Intangible assets represent customer relationships of $8.2m (£6.0m), a database of $5.9m (£4.4m), a platform of $1.9m (£1.4m) and a brand of $0.9m (£0.7m) for which amortisation of $0.6m (£0.5m) has been charged for the six months ended 31 March 2022. The intangible assets will be amortised over their respective useful economic lives; customer relationships of 11 years, database of 3 years, platform of 3.5 years and brand of 10 years.
Goodwill arises from the anticipated future operating synergies from integrating the acquired operations within the Group and the acquired workforce.
The fair value adjustment to deferred tax represents the deferred tax impact of the acquisition accounting, mainly being the adjustment to contract liabilities.
Boardroom Insiders contributed £0.6m to the Group's revenue and £0.1m, before acquired intangible amortisation, to the Group's operating profit and profit before tax between the date of acquisition and 31 March 2022. If the acquisition had been completed on the first day of the financial year, Boardroom Insiders would have contributed £1.6m to the Group's revenue and a loss of £0.1m to the Group's operating profit and profit before tax.
For the six months ended 31 March 2022, acquisition related costs of £0.4m relating to the Boardroom Insiders acquisition have been charged to the Consolidated Income Statement.
10 Investments
| Investment | Other |
|
| in associates | equity investments | Total |
| £m | £m | £m |
| |||
At 1 October 2020 | 8.8 | - | 8.8 |
Additions | - | 0.1 | 0.1 |
Revaluation | - | 0.1 | 0.1 |
At 30 September 2021 | 8.8 | 0.2 | 9.0 |
Share of profits before tax and acquired intangible amortisation | 0.2 | - | 0.2 |
Share of acquired intangible amortisation | (0.2) | - | (0.2) |
At 31 March 2022 | 8.8 | 0.2 | 9.0 |
The investment in associates is accounted for using the equity method in these condensed consolidated interim financial statements. Other equity investments are classified as financial assets measured at fair value through other comprehensive income.
Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept | |
2022 | 2021 | 2021 | |
£m | £m | £m | |
Reconciliation of share of results in associates in Income Statement to adjusted share of results in associates |
|
| |
Total share of results in associates in Income Statement | - | (0.1) | - |
Add back: |
| ||
Share of acquired intangible amortisation | 0.2 | 0.2 | 0.3 |
Adjusted share of results in associates | 0.2 | 0.1 | 0.3 |
The reconciliation of share of results in associates in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted share of results in associates. Refer to the glossary to the Half Year Report.
10 Investments continued
Information on investment in associates:
Year | Date of | Type | Group | Registered | ||
| Principal activity | ended | acquisition | of holding | interest | office |
Investment in associates |
| |||||
Zanbato, Inc (Zanbato) | Private capital placement and workflow | 30 Sept | Sept 2015 | Ordinary | 11.8% | 715 N Shoreline Boulevard, Mountain View CA, 94043, United States |
The investment in Zanbato is one of the Group's strategic investments.
IAS 28 'Investments in associates and joint ventures' requires that the fair value of assets and liabilities of associates is identified and that the Group's share of profit from Zanbato is adjusted for the amortisation of the acquired intangible assets. The Group has recognised its share of acquired intangible amortisation of £0.2m (31 March 2021: £0.2m; 30 September 2021: £0.3m) relating to the database intangible asset.
The Group has two other equity investments measured at fair value through other comprehensive income, Estimize has a fair value of nil at 31 March 2022 (2021: nil) and NDR Investment Solutions strategies fair value as at 31 March 2022 is £0.2m (2021: £0.2m).
11 Goodwill and other intangibles
There was an increase in goodwill in the six months to 31 March 2021 of £15.3m. This movement relates to exchange differences of £8.4m and £6.9m arising on the acquisition of Boardroom Insiders (note 9). Acquired intangible assets increased by £6.1m due to £12.5m arising on the acquisition of Boardroom Insiders (note 9) and exchange differences of £4.0m, offset by £10.4m of amortisation.
The net carrying value of goodwill and other intangible assets is as follows:
Unaudited as at31 March | Auditedas at 30 Sept | |
2022 | 2021 | |
£m | £m | |
Goodwill | 472.4 | 457.1 |
| ||
Trademarks and brands | 75.3 | 77.6 |
Customer relationships | 82.8 | 78.5 |
Databases and software | 24.4 | 20.3 |
Total acquired intangible assets | 182.5 | 176.4 |
Internally generated intangible assets | 12.3 | 11.8 |
Total intangible assets | 194.8 | 188.2 |
| ||
Total | 667.2 | 645.3 |
Intangible assets, other than goodwill, have a finite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1 of the 2021 Annual Report and Accounts.
Acquired intangible amortisation for the period ended 31 March 2022 is £10.4m (31 March 2021: £9.4m; 30 September 2021: £19.0m).
The Group assesses, at each reporting period, whether there is an indication that an asset might be impaired, and if such indication exists, estimate the asset's recoverable amount. For the period ended 31 March 2022 the Group considered, amongst other factors, the performance of assets and groups of cash generating units in the first half compared to the forecasts used in the year-end impairment tests as well as the Group's latest expectation of future cash flows. No indicators of impairment were identified.
12 Right of use assets
Right of use assets recognised by the Group are for leasehold premises, predominately used as office space.
The table below shows the movements in right of use assets during the period.
Leasehold office space | |
2022 | £m |
Cost | |
At 1 October 2021 | 60.6 |
Additions | 0.2 |
Disposals | (0.2) |
Exchange differences | 0.8 |
At 31 March 2022 | 61.4 |
Depreciation and impairments | |
At 1 October 2021 | 16.4 |
Depreciation | 3.0 |
Impairments | 15.5 |
Disposals | (0.2) |
Exchange differences | 0.2 |
At 31 March 2022 | 34.9 |
Net book value at 31 March 2022 | 26.5 |
Leasehold office space | |
2021 | £m |
Cost | |
At 1 October 2020 | 61.2 |
Additions | 0.5 |
Balance at acquisition of company | 1.9 |
Disposals | (0.3) |
Reassessments | (1.1) |
Exchange differences | (1.6) |
At 30 September 2021 | 60.6 |
Depreciation and impairments | |
At 1 October 2020 | 7.8 |
Depreciation | 6.6 |
Impairments | 2.4 |
Disposals | (0.3) |
Exchange differences | (0.1) |
At 30 September 2021 | 16.4 |
Net book value at 30 September 2021 | 44.2 |
Impairments
The Group intends to exit its New York office. After exploring options, it has recognised exceptional impairments against property, plant and equipment of £1.6m and ROU assets of £4.8m (note 4). The ROU asset will be disposed of when the lease is exited.
The Group intends to sublet a portion of its London offices and has recognised an impairment of £10.7m against ROU assets and £2.0m against related property, plant and equipment (note 4), fully writing down the related assets. The recoverable value using value in use methodology utilising discounted cash flows, assuming that market rents will be received for a period of three years following an initial 12-month period where the space is vacant for fit-out and marketing. The assumptions reflect advice that the Group received from its property advisers. A pre-tax discount rate of 9.7% was used. The sublease term would have to increase to four years and three months before the impairment would be reversed. The impairment charge is not sensitive to the market rents assumption.
Rent expense
The rent expense recognised in the Consolidated Income Statement in respect of short-term leases was £0.3m (31 March 2021: £0.2m; 30 September 2021: £0.4m).
13 Lease liabilities
The table below shows the movements in lease liabilities during the period.
Lease liabilities | |
£m | |
At 30 September 2020 | 70.1 |
Additions | 0.5 |
Balance at acquisition of company | 1.9 |
Reassessments | (1.1) |
Finance charge in year | 1.8 |
Lease payments in year | (9.8) |
Exchange differences | (1.7) |
At 30 September 2021 | 61.7 |
Additions | 0.2 |
Finance charge in year | 0.8 |
Lease payments in year | (4.7) |
Exchange differences | 0.8 |
At 31 March 2022 | 58.8 |
The maturity profile of the Group's lease payments is shown below.
Lease payments | |
Timing of future lease payments | £m |
Within 12 months | 9.1 |
1 - 3 years | 22.0 |
4 - 5 years | 13.9 |
Over 5 years | 21.4 |
66.4 | |
Impact of discounting future lease payments | (7.6) |
Lease liabilities at 31 March 2022 | 58.8 |
14 Financial instruments
The Group's financial assets and liabilities are as follows:
Unaudited as at31 March | Auditedas at 30 Sept | |
2022 | 2021 | |
£m | £m | |
Financial assets | ||
Fair value through profit or loss (FVTPL) assets | ||
Derivative instruments | 0.5 | 1.9 |
Cash and cash equivalents - money market funds | 5.4 | 26.5 |
Fair value through other comprehensive income (FVTOCI) assets |
| |
Other equity investments | 0.2 | 0.2 |
Amortised cost |
| |
Trade receivables and other debtors | 99.9 | 79.0 |
Cash and cash equivalents - amortised cost | 7.1 | 6.0 |
113.1 | 113.6 | |
Financial liabilities |
| |
Fair value through profit or loss liabilities |
| |
Derivative instruments | (1.9) | (0.9) |
Amortised cost |
| - |
Acquisition commitments | (0.1) | (0.1) |
Deferred consideration | (1.9) | - |
Borrowings and payables | (67.5) | (89.1) |
(71.4) | (90.1) |
The Group recorded an expected credit loss of £nil (31 March 2021: £1.5m) in the first half as a result of updating the expected credit loss provision for the latest aging and credit loss assumptions. There is no material exposure to the ongoing war in Ukraine, including the resulting cessation of trade with businesses in Russia.
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined in accordance with IFRS 13 'Fair Value Measurement' as follows:
Level 1 | |
· | The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices. |
|
|
Level 2 | |
· | The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments. |
· | Foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts. |
· | Money market funds are valued at the closing price reported by the fund sponsor. |
Level 3 | |
· | If one or more significant inputs are not based on observable market data, the instrument is included in level 3. |
14 Financial instruments continued
Other financial instruments not recorded at fair value
The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the Financial Statements approximate their fair values.
The Group classifies its financial instruments into the following categories:
Financial instrument category | IFRS 9measurement category | Fair value measurement hierarchy |
Derivative instruments | FVTPL1 | 2 |
Other equity investments | FVTOCI | 3 |
Deferred consideration asset | Amortised cost | N/A |
Receivables | Amortised cost | N/A |
Cash and cash equivalents - cash at bank and short-term deposits | Amortised cost | N/A |
Cash and cash equivalents - money market funds | FVTPL | 2 |
Deferred consideration liability | Amortised cost | N/A |
Acquisition commitments | Amortised cost | N/A |
Borrowings and payables | Amortised cost | N/A |
1 Changes in fair value to derivatives designated in cash flow hedging relationships, to the extent that the hedge is effective, are taken to the hedging reserve through other comprehensive income. Any ineffectiveness is recognised in profit or loss.
Movements in assets/(liabilities) arising from financing activities:
| |||||
| As at 30 Sept 2021 | Cash flow | Interestand othernon-cash movements | Foreign exchange | As at 31 March 2022 |
| £m | £m | £m | £m | £m |
Net cash comprises: |
| ||||
Cash and cash equivalents | 32.5 | (20.5) | 0.5 | 12.5 | |
Borrowings | - | 0.1 | (0.1) | - | - |
Net cash | 32.5 | (20.4) | (0.1) | 0.5 | 12.5 |
| |||||
Analysis of changes in liabilities from financing activities |
| ||||
Borrowings | - | 0.1 | (0.1) | - | - |
Other financing items - Prepaid bank fees | 1.2 | - | (0.3) | - | 0.9 |
Interest payable | (2.5) | 0.6 | (1.1) | - | (3.0) |
Lease liabilities | (61.7) | 4.7 | (1.0) | (0.8) | (58.8) |
Acquisition commitments | (0.1) | - | - | - | (0.1) |
Total liabilities from financing activities | (63.1) | 5.4 | (2.2) | (0.8) | (61.0) |
15 Borrowings
Unaudited as at31 March | Audited as at 30 Sept | |
2022 | 2021 | |
£m | £m | |
|
| |
Undrawn available committed facilities | 190.0 | 190.0 |
The Group's principal source of borrowings is provided through a committed bank facility. The facility is available to the Group until May 2024, with two additional one-year extension options available. Since the reporting date, this facility has been extended by a year, to May 2025. There is a further accordion facility of £130m should the Group wish to request it. Drawings under the revolving credit facility bear interest charged at risk-free rates plus a margin, the applicable margin being based on the Group's ratio of adjusted net debt to EBITDA.
16 Called up share capital
Unaudited as at31 March | Auditedas at 30 Sept | |
2022 | 2021 | |
£m | £m | |
Allotted, called up and fully paid | ||
109,290,215 ordinary shares of 0.25p each(March 2021: 109,289,406 ordinary shares of 0.25p each)(September 2021: 109,289,530 ordinary shares of 0.25p each) | 0.3 | 0.3 |
17 Events after the balance sheet date
On 28 April 2022, the Group agreed an extension to its committed bank facility, up to 11 May 2025, with an additional one-year extension options available.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) | these Condensed Consolidated Interim Financial Statements, which have been prepared in accordance with IAS 34 'Interim Financial Reporting', give a true and fair view of the assets, liabilities, financial position and profit of the Group as required by DTR 4.2.4R; |
(b) | this Half Year Report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and |
(c) | this Half Year Report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein). |
By order of the Board,
Andrew Rashbass
Chief Executive Officer
18 May 2022
Wendy Pallot
Chief Financial Officer
18 May 2022
Independent review report to Euromoney Institutional Investor PLC
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Euromoney Institutional Investor PLC's condensed consolidated interim financial statements (the "interim financial statements") in the Half Year Report of Euromoney Institutional Investor PLC for the six month period ended 31 March 2022 (the "period").
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 UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
The interim financial statements comprise:
· | the Condensed Consolidated Statement of Financial Position at 31 March 2022; |
· | the Condensed Consolidated Income Statement and Condensed Consolidated Statement of Comprehensive Income for the period then ended; |
· | the Condensed Consolidated Statement of Changes in Equity for the period then ended; |
· | the Condensed Consolidated Statement of Cash Flows for the period then ended; and |
· | the explanatory notes to the interim financial statements. |
The interim financial statements included in the Half Year Report of Euromoney Institutional Investor PLC have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
What a review of interim 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, 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 Year Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Half Year 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 Year Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim financial statements in the Half Year 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 Guidance and Transparency Rules sourcebook 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.
PricewaterhouseCoopers LLP
Chartered Accountants
London
18 May 2022
Directors
Executive Directors |
Andrew Rashbass (Chief Executive Officer) |
Wendy Pallot (Chief Financial Officer) |
Non-executive Directors |
Jan Babiak †‡ (Senior Independent Director) |
John (Jack) Callaway § |
Colin Day §‡ |
India Gary-Martin §† |
Imogen Joss †‡ |
Tim Pennington §† |
Leslie Van de Walle ‡† (Chair) |
† member of the Remuneration Committee |
‡ member of the Nominations Committee |
§ member of the Audit & Risk Committee |
Board and Committee Composition Changes
On 1 March 2022, John Callaway was appointed to the Board as a Non-Executive Director and as a member of the Audit & Risk Committee.
Shareholder Information
Financial calendar
2022 half year results announcement | Thursday 19 May 2022 |
Half year dividend ex-dividend date | Thursday 26 May 2022 |
Half year dividend record date | Friday 27 May 2022 |
Payment of 2022 half year dividend | Friday 24 June 2022 |
Trading update | Thursday 21 July 2022* |
2022 final results announcement | Tuesday 22 November 2022* |
Final dividend ex-dividend date | Tuesday 29 November 2022* |
Final dividend record date | Wednesday 30 November 2022* |
Trading update | Thursday 2 February 2023* |
2023 AGM (approval of final dividend) | Thursday 2 February 2023* |
Payment of final dividend | Wednesday 8 February 2023* |
* Provisional dates and subject to change
Company Secretary and registered office
Tim Bratton
8 Bouverie Street
London
EC4Y 8AX
England registered number: 954730
Shareholder enquiries
Administrative enquiries about a holding of Euromoney Institutional Investor PLC shares should be directed in the first instance to the Company's registrars, Equiniti:
Telephone: 0371 384 2951 Lines are open 8:30am to 5:30pm (UK time), Monday to Friday, excluding English public holidays.
Overseas Telephone: (00) 44 121 415 0246
A number of facilities are available to shareholders through the secure online site: www.shareview.co.uk.
Advisors
Independent Auditor PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH | Brokers UBS 5 Broadgate London EC2M 2QS Numis Securities Limited45 Gresham Street London EC2V 7BF | Solicitors Cameron McKenna Nabarro Olswang LLP 78 Cannon Street London EC4N 6AF
Freshfields Bruckhaus100 Bishopsgate London EC2P 2SR | Registrars Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA |
Related Shares:
ERM.L