15th May 2014 07:00
Euromoney
Institutional
Investor PLC
Interim Financial Report 2014
Interim Results for the Six Months to March 31 2014
Chairman's Statement
Highlights | 2014 | 2013 | Change | ||
Revenue | £195.8 | m | £187.3 | m | +5% |
Adjusted results | |||||
• Adjusted operating profit | £54.2 | m | £55.5 | m | (2%) |
• Adjusted profit before tax | £53.4 | m | £52.4 | m | +2% |
• Adjusted diluted earnings a share | 32.0 | p | 31.9 | p | - |
Statutory results | |||||
• Operating profit | £44.4 | m | £46.0 | m | (4%) |
• Profit before tax | £42.8 | m | £42.7 | m | - |
• Diluted earnings a share | 25.0 | p | 25.3 | p | (1%) |
Net debt* | £28.6 | m | £9.9 | m | +£18.7m |
Interim dividend | 7.00 | p | 7.00 | p | - |
A detailed reconciliation of the group's adjusted results is set out in the appendix to the Chairman's Statement and note 8. | |||||
* The comparative figure for net debt is at September 30 2013 |
· Revenues increased by 5% to £195.8m
· Underlying revenues excluding acquisitions up 3% at constant currency
· Adjusted profit before tax increased by 2% to £53.4m
· Adjusted operating margin down two percentage points reflecting investment in digital strategy
· Delphi content platform launched successfully in Q2, on time and on budget
· New long-term incentive plan (CAP 2014) approved by shareholders at the AGM
· Net debt increased by nearly £20m due to the acquisition of Infrastructure Journal, the purchase of own shares for CAP 2014 purposes and the timing of long-term incentive payments
· Unchanged interim dividend of 7p a share
· Strength of sterling against US dollar provides second half headwind
· Second half underlying trading in line with board's expectations
Commenting on the first half results, chairman Richard Ensor said:
"The half year results reflect the benefits of our strategy, with growth from an improved performance from subscription products as well as new events and successful acquisitions.
The group's performance continues in line with the board's expectations. No significant changes to the first half revenue trends are expected until more of the sectors in which we operate improve. Meanwhile, the group intends to maintain its strategy of investing in new products and digital publishing, particularly using the Delphi content platform, to drive organic growth, and to use its strong balance sheet and cash flows to fund further acquisitions."
Highlights
Euromoney Institutional Investor PLC, the international online information and events group, achieved an adjusted profit before tax of £53.4m for the six months to March 31 2014, against £52.4m for the same period in 2013. Adjusted diluted earnings a share were 32.0p (2013: 31.9p) and the board has approved an unchanged interim dividend of 7.0p a share to be paid to shareholders on June 19.
Total revenues increased by 5% to £195.8m, and by 7% at constant currency. Underlying revenues, after adjusting for acquisitions, increased by 3% at constant currency. The underlying revenue trends reported for the first quarter for subscriptions and advertising largely continued into the second quarter, while event revenues benefitted from a combination of new events and favourable second quarter timing.
As expected, the first half adjusted operating margin fell from 30% to 28%, reflecting the group's continued strategic investment in digital publishing including the new Delphi content platform which was successfully launched in the second quarter.
Net debt at March 31 was £28.6m compared with £9.9m at year end. The increase reflects acquisition spend of £15.6m, including £12.5m for the purchase of Infrastructure Journal, cash payments of £7.0m under the group's long-term incentive plan, and £14.6m spent buying the company's own shares to satisfy future rewards under its new long-term incentive plan. Underlying cash flows remain strong and there is plenty of headroom for the group to pursue its selective acquisition strategy.
Trading conditions have remained challenging, particularly in the investment banking sector where both cyclical and structural pressures have caused sharp falls in fixed income trading revenues for leading global financial institutions, causing them to continue to cut costs and exit capital intensive businesses. In contrast, the group's businesses in the asset management industry have remained resilient and are starting to benefit from increased budgets for research and information services.
Strategy
The group's strategy remains the building of a robust and tightly focused global online information business with an emphasis on emerging markets. This strategy is being executed through increasing the proportion of revenues derived from electronic subscription products; investing in technology to drive the online migration of the group's products as well as developing new electronic information services; building large, must-attend annual events; maintaining products of the highest quality; eliminating products with a low margin or too high a dependence on print advertising; maintaining tight cost control; retaining and fostering an entrepreneurial culture; and using a healthy balance sheet and strong cash flows to fund selective acquisitions.
Acquisitions are a key part of the group's growth strategy. The group completed four transactions last year, all of which have been successfully integrated and are performing well. In October 2013 the group acquired Infrastructure Journal, a leading information source for the international infrastructure markets. The deals' database and news coverage of Infrastructure Journal has been combined with the deal analysis, awards and events of Euromoney's Project Finance to create the most comprehensive online source of news, analysis and data for the infrastructure market. After an initial integration period, in March the two products were combined and re-launched under the IJ Global brand.
As part of a regular portfolio review, in 2013 the group considered the strategy for its training division and concluded that MIS Training Institute, the Boston-based provider of internal audit, IT audit and information security training, offered limited synergies with the rest of Euromoney's financial training business and would require significant investment to drive future growth. Accordingly, the business was sold to a private equity buyer on April 1 (see Financial Review for terms).
The group has continued to invest in technology, particularly Delphi, its new platform for authoring, storing and delivering its content which is expected both to improve the quality of its existing subscription products and increase the speed to market of new digital information services. Phase one of the project was completed during the second quarter, on time and on budget. The first products launched on the Delphi platform include a fully integrated online research service from BCA, and a website for the new Euromoney Indices business. As part of the Delphi launch, the group has also combined its capital market content from EuroWeek, Asiamoney and a number of smaller newsletters under the new Global Capital brand to create an international capital markets news and data service on a single, device-neutral, state-of-the-art technology platform, including the launch of a new RMB service. In the second half Delphi's digital authoring workflow tool will continue to be rolled out to the group's other titles, while a full Delphi implementation for the group's main brands will be undertaken in 2015. There is also a good pipeline of new products for launch under Delphi.
Currency Movements
The group generates approximately two thirds of both its revenues, including approximately a third of its UK revenues, and profit before tax in US dollars. The exposure to US dollar revenues in its UK businesses is hedged using forward contracts to sell US dollars, which delays the impact of movements in exchange rates for at least a year. However, the group does not hedge the foreign exchange risk on the translation of overseas profits. While it endeavours to match foreign currency borrowings with investments, as debt levels have fallen the related foreign currency finance cost has been of only limited benefit as a hedge against the translation of overseas profits.
The recent strength of sterling against the US dollar started to have a negative impact on the translation of overseas profits towards the end of the first half and is expected to have a more significant impact in the second half. The average sterling-US dollar rate for the six months to March 31 was $1.64 (2013: $1.59). This reduced headline revenue growth rates for the period by approximately two percentage points and adjusted profit before tax by approximately £1.5m. The recent US dollar rate of nearly $1.70 compares with an average of $1.53 for the second half of financial year 2013, and each one cent variation from last year's rate will reduce profits on translation by approximately £0.6m on an annualised basis.
The revenue tables below show headline growth rates as well as those at constant currency. Underlying revenue growth rates exclude the impact of acquisitions and currency movements.
Trading Review
Total revenues for the six months to March 31 2014 increased by 5% to £195.8m. At constant currency total revenues increased by 7% and, if acquisitions are excluded, underlying revenues by 3%.
Underlying | |||||
Change at | change at | ||||
constant | constant | ||||
HY2014 | HY2013 | Headline | exchange | exchange | |
Revenues | £m | £m | change | rates | rates |
Subscriptions | 102.9 | 100.1 | 3% | 6% | 2% |
Advertising | 22.0 | 22.5 | (2%) | - | (2%) |
Sponsorship | 24.2 | 21.0 | 15% | 19% | 10% |
Delegates | 39.3 | 36.9 | 7% | 8% | 7% |
Other | 6.8 | 6.2 | 10% | 11% | 10% |
Foreign exchange gains on forward currency contracts | 0.6 | 0.6 | - | - | - |
Total revenue | 195.8 | 187.3 | 5% | 7% | 3% |
Less: revenue from acquisitions | (6.0) | (0.1) | |||
Underlying revenue | 189.8 | 187.2 |
The challenging market conditions facing the banking industry in 2013 have continued into 2014. The global investment banks have suffered further declines in revenues, in particular from their fixed income, currency and commodity activities. Structural changes in the industry caused by increased regulation and tougher capital adequacy ratios, combined with a cyclical decline in fixed income trading revenues, have meant many US and European investment banks have continued to cut staff and exit non-core or unprofitable businesses. This in turn has delayed any increase in bank spending on marketing, training and information buying that might have been expected from an improving economic outlook. Conditions in the metals and mining sector also remain challenging.
In contrast, the asset management sector has proved more encouraging and improving demand for subscription services, particularly related to data and research products, is starting to benefit subscription revenues. Emerging markets, which account for more than a third of the group's revenues, have also proved resilient despite geopolitical problems in a number of countries.
The main driver of first half underlying revenue growth was a 10% increase in event sponsorship, largely from new financial market events in the second quarter, while underlying delegate revenues increased by 7% due to the favourable timing of events. Underlying subscription revenues have been increasing at a steady rate of 2% for the past 12 months from a combination of new products and a gradual return to growth in the asset management sector. As expected, the sudden improvement in advertising in the final quarter of financial year 2013 proved to be more indicative of product timing than any improvement in advertising markets, and underlying advertising revenues have continued to decline, albeit at a slower rate than in 2013.
The first half adjusted operating margin was two percentage points lower than last year due to the group's continued strategic investment in digital publishing including the new Delphi content platform which went live during the period. Permanent headcount has increased by 98 to 2,239 people since March 31 2013 (and by 97 since September 30 2013) reflecting acquisitions and the increased investment in technology and new products.
Business Review
Underlying | |||||||
Change at | change at | Operating | Operating | ||||
constant | constant | margin | margin | ||||
HY2014 | HY2013 | Headline | exchange | exchange | HY2014 | HY2013 | |
Revenues | £m | £m | change | rates | rates | % | % |
Financial publishing | 36.4 | 31.8 | 14% | 16% | 9% | 24% | 27% |
Business publishing | 30.3 | 28.9 | 5% | 7% | 7% | 29% | 34% |
Conferences and seminars | 51.6 | 47.2 | 9% | 12% | 9% | 30% | 31% |
Training | 13.1 | 14.1 | (7%) | (4%) | (4%) | 18% | 17% |
Research and data | 63.8 | 64.7 | (1%) | 2% | (1%) | 41% | 41% |
Foreign exchange gains on forward currency contracts | 0.6 | 0.6 | - | - | - | - | - |
Total revenue | 195.8 | 187.3 | 5% | 7% | 3% | 28% | 30% |
Less: revenue from acquisitions | (6.0) | (0.1) | |||||
Underlying revenue | 189.8 | 187.2 |
Research and Data: underlying revenues, which are derived predominantly from subscriptions, fell by 1%. This reflects the delayed impact of a difficult 2013 when budgets for information buying were tightly controlled in the face of increasing compliance costs for the asset management industry. However, the strong performance of the sector, particularly in the US, has seen an improvement in the retention rates for both BCA and NDR over the past six months, while BCA's new sales have been particularly encouraging, the benefits from which should start to be seen in the second half. The adjusted operating margin was unchanged at 41%.
Financial Publishing: underlying revenues increased by 9% reflecting the group's newly combined infrastructure finance business, IJ Global, and good performances from Institutional Investor's research and rankings business, and LatinFinance. At the same time the adjusted operating margin fell reflecting the continued investment in the transition to a digital-first publishing model including the launch of Global Capital using the Delphi content platform.
Business Publishing: underlying revenues increased by 7% driven by a good performance from TelCap, the wholesale telecoms publishing and events business, while Metal Bulletin has faced tougher metals and commodities markets. As with Financial Publishing, the adjusted operating margin fell after investment in digital publishing including Metal Bulletin's new steel information service and a pricing database.
Conferences and Seminars: underlying event revenues increased by 9% from a combination of new financial market events in the US, the favourable timing of events, and the strength of the Institutional Investor's subscription-based memberships for the asset management industry. In contrast, markets for commodities-related events including metals and coal have been more challenging.
Training: revenues for the training division, which relies heavily on customers in the banking sector, fell by 4%, but the adjusted operating margin improved from 17% to 18% following a restructuring undertaken last year.
Financial Review
The adjusted profit before tax of £53.4m compares to a statutory profit before tax of £42.8m. The statutory profit before tax is usually lower than the adjusted profit before tax because of the impact of acquired intangible amortisation and non-cash movements in acquisition liabilities. A detailed reconciliation of the group's adjusted and statutory results is set out in the appendix to this statement.
A net exceptional charge of £1.3m (2013: £0.5m) was recognised in the period. This includes costs of £0.7m incurred on the acquisition of Infrastructure Journal and £0.6m on the disposal of MIS Training. The sale of MIS Training was completed on April 1 2014 for an initial consideration of £6.6m and a further deferred consideration of up to £2.4m receivable depending on future performance. The sale will give rise to an exceptional profit on disposal, after deducting disposal costs already incurred, of approximately £7.0m which will be recognised in the second half.
There was no long-term incentive expense in the first half (2013: £2.1 million) as options under CAP 2014 will not be granted until the second half. The charge in 2013 reflects the final cost of CAP 2010.
Interest payable on the group's committed borrowing facility fell by £0.9m to £0.6m, reflecting lower average debt levels. Headline net finance costs of £1.5m (2013: £3.3m) include a charge of £0.6m (2013: £2.2m) for increases in non-cash acquisition liabilities.
The adjusted effective tax rate for the first half was 23%, against 22% for the same period in 2013. The adjusted effective tax rate for the full year is also expected to be 23%. The tax rate in each period depends mainly on the geographic mix of profits and applicable tax rates. The group continues to benefit from reductions in the UK corporate tax rate but this is being offset by the impact of higher US taxes.
Net Debt, Cash Flow and Dividend
Net debt at March 31 was £28.6m compared with £9.9m at year end. The increase in net debt reflects acquisition spend of £15.6m, cash payments of £7.0m under the group's long-term incentive plan and £14.6m for the purchase of the company's own shares to satisfy future rewards under the CAP 2014 long-term incentive scheme. A further £2.6m was invested in Project Delphi, bringing the total project cost to date to £10.0m, of which £9.3m has been capitalised and is being amortised over a four year period.
The group's operating cash flows are traditionally weighted in favour of the second half due to the payment of annual profit shares and incentives in the first half. This means the cash conversion rate is usually less than 100% in the first half, and in excess of 100% in the second. In addition, the vesting of options under the CAP 2010 triggered a £7.0m cash outflow in the first half of both 2013 and 2014 for which the expense was accrued in previous years. This reduced further the first half operating cash conversion rate to 82% (2013: 76%). The underlying operating cash conversion rate, adjusting for the timing differences, was unchanged at 103%.
The group's debt is provided through a dedicated multi-currency borrowing facility from Daily Mail and General Trust plc (DMGT), the group's parent. In November 2013 the group replaced its US$300m (£180m) facility, which was due to expire in December 2013, with a new US$160m (£96m) facility which expires in April 2016.
The company's policy is normally to distribute a third of its after-tax earnings by way of dividends, with approximately one third of the total dividend paid as an interim. In 2011, the earlier than expected achievement of the CAP profit target triggered an accelerated CAP expense of £6.6m which was not charged against earnings for dividend purposes. As previously explained, this CAP expense is instead being charged against earnings for dividend purposes over the period to which it originally related. Accordingly, the adjusted diluted earnings a share figure used for setting future dividends will be reduced by £1.5m in 2014 and is reflected in the board's decision to approve an unchanged interim dividend of 7.0p a share, to be paid on June 19 to shareholders on the register on May 23.
Capital Appreciation Plan (CAP)
The CAP is the group's long-term incentive scheme designed to retain and reward those who drive profit growth and is an integral part of the group's successful growth and investment strategy.
The final tranche of awards under CAP 2010 vested in February 2014 and were satisfied by the issue of 1.7m new shares and a cash payment of £7.0m.
At the AGM in January 2014 shareholders approved the introduction of CAP 2014, which will have a similar structure to CAP 2010. Initial awards under CAP 2014 will be granted within 42 days of the announcement of these interim results to approximately 260 senior employees, including executive directors, who have direct and significant responsibility for the profits of the group.
The primary performance test under CAP 2014 requires the group to achieve an adjusted profit before tax (and CAP expense) of £173.6m by financial year 2017 from a base profit of £118.6m in 2013. This profit target will be adjusted for the profits of any significant acquisitions or disposals during the CAP performance period. CAP 2014 will vest in three roughly equal tranches in financial years 2018, 2019 and 2020, subject to additional performance tests.
The total cost of CAP 2014 will be no more than £41m. Amortisation of this cost will commence in the second half following the initial grant of options and will continue over the remaining six year life of the plan. The expected CAP charge for the second half is £4.3m. A maximum of 3.5m ordinary shares will be used to satisfy CAP 2014 awards, with the balance settled in cash. These shares will be acquired in the market under the authority granted by shareholders at the AGM, and 1.3m shares were acquired in the first half at a cost of £16.6m, of which £2.0m was paid in April.
Outlook
As highlighted in the pre-close trading update, market conditions in 2014 have remained challenging, particularly in the investment banking sector where both cyclical and structural pressures have caused sharp falls in fixed income trading revenues, leading global financial institutions to continue to cut costs and exit capital intensive businesses. Conditions in the metals and mining sector also remain challenging. The group's businesses serving the asset management industry have proved more resilient and are starting to benefit from increased budgets for research and information services, while emerging markets continue to present opportunities for growth.
While trading conditions remain challenging, the group's performance continues in line with the board's expectations. No significant changes to the first half revenue trends are expected until more of the sectors in which we operate improve. Meanwhile the recent strength of sterling against the US dollar is expected to have a more significant impact on headline revenues and the translation of overseas profits in the second half.
The group intends to maintain its strategy of investing in new products and digital publishing, particularly using the Delphi content platform, to drive organic growth, and to use its strong balance sheet and cash flows to fund further acquisitions.
Richard Ensor
Chairman
May 14 2014
END
For further information, please contact:
Euromoney Institutional Investor PLC
Richard Ensor, Chairman: +44 20 7779 8845; [email protected]
Christopher Fordham, Managing Director: +44 20 7779 8057; [email protected]
Colin Jones, Finance Director: +44 20 7779 8666; [email protected]
FTI Consulting
Charles Palmer: +44 20 7269 7180; [email protected]
CAUTIONARY STATEMENT
This Interim Financial Report (IFR) has been prepared solely to provide additional information to shareholders to assess the Euromoney group's results and strategy and the potential for that strategy to succeed. The IFR should not be relied on by any other party for any other purpose.
The IFR contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report but such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.
NOTE TO EDITORS
Euromoney Institutional Investor PLC (www.euromoneyplc.com) is listed on the London Stock Exchange and is a member of the FTSE 250 share index. It is a leading international business-to-business media group focused primarily on the international finance, metals and commodities sectors. It publishes more than 70 titles in both print and online format including Euromoney, Institutional Investor and Metal Bulletin, and is a leading electronic provider of research and data under the BCA Research and Ned Davis Research brands, and of emerging market information under the EMIS and CEIC brands. It also runs an extensive portfolio of conferences, seminars and training courses for financial markets. The group's main offices are in London, New York, Montreal and Hong Kong. More than a third of its revenues are derived from emerging markets, and approximately two thirds of its revenues and profits are generated in US dollars.
Appendix to Chairman's Statement
Reconciliation of Consolidated Income Statement to adjusted results for the six months ended March 31 2014
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 in order to provide an indication of the adjusted trading performance.
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | ||||||||
Adjust- | 2014 | Adjust- | 2013 | Adjust- | 2013 | |||||
Adjusted | ments | Total | Adjusted | ments | Total | Adjusted | ments | Total | ||
Notes | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
Total revenue | 2 | 195,800 | - | 195,800 | 187,313 | - | 187,313 | 404,704 | - | 404,704 |
Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items | 2 | 54,181 | - | 54,181 | 55,473 | - | 55,473 | 121,088 | - | 121,088 |
Acquired intangible amortisation | 11 | - | (8,684) | (8,684) | - | (7,073) | (7,073) | - | (15,890) | (15,890) |
Long-term incentive expense | - | - | - | (2,139) | - | (2,139) | (2,100) | - | (2,100) | |
Exceptional items | 4 | - | (1,298) | (1,298) | - | (454) | (454) | - | 2,232 | 2,232 |
Operating profit before associates | 54,181 | (9,982) | 44,199 | 53,334 | (7,527) | 45,807 | 118,988 | (13,658) | 105,330 | |
Share of results in associates | 157 | - | 157 | 203 | - | 203 | 284 | - | 284 | |
Operating profit | 54,338 | (9,982) | 44,356 | 53,537 | (7,527) | 46,010 | 119,272 | (13,658) | 105,614 | |
Finance income | 5 | 43 | 480 | 523 | 442 | - | 442 | 595 | - | 595 |
Finance expense | 5 | (967) | (1,091) | (2,058) | (1,589) | (2,170) | (3,759) | (3,340) | (7,609) | (10,949) |
Net finance costs | (924) | (611) | (1,535) | (1,147) | (2,170) | (3,317) | (2,745) | (7,609) | (10,354) | |
Profit before tax | 53,414 | (10,593) | 42,821 | 52,390 | (9,697) | 42,693 | 116,527 | (21,267) | 95,260 | |
Tax expense on profit | 6 | (12,235) | 1,587 | (10,648) | (11,376) | 1,199 | (10,177) | (25,241) | 3,006 | (22,235) |
Profit after tax | 41,179 | (9,006) | 32,173 | 41,014 | (8,498) | 32,516 | 91,286 | (18,261) | 73,025 | |
Attributable to: | ||||||||||
Equity holders of the parent | 40,925 | (9,006) | 31,919 | 40,827 | (8,498) | 32,329 | 90,884 | (18,261) | 72,623 | |
Equity non-controlling interests | 254 | - | 254 | 187 | - | 187 | 402 | - | 402 | |
41,179 | (9,006) | 32,173 | 41,014 | (8,498) | 32,516 | 91,286 | (18,261) | 73,025 | ||
Diluted earnings per share | 8 | 31.99p | (7.03)p | 24.96p | 31.89p | (6.63)p | 25.26p | 70.96p | (14.26)p | 56.70p |
Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising trademarks and brands, databases and customer relationships), exceptional items, movements in acquisition deferred consideration, and net movements in acquisition option commitment values. In respect of earnings adjusted amounts reflect a tax rate that includes the current tax effect of the goodwill and intangible assets.
Further analysis of the adjusting items is presented in notes 4, 5, 6, 8, and 11 to the Consolidated Condensed Interim Financial Report.
Condensed Consolidated Income Statement
for the six months ended March 31 2014
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | ||
2014 | 2013 | 2013 | ||
Notes | £000's | £000's | £000's | |
Total revenue | 2 | 195,800 | 187,313 | 404,704 |
Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items | 2 | 54,181 | 55,473 | 121,088 |
Acquired intangible amortisation | 11 | (8,684) | (7,073) | (15,890) |
Long-term incentive expense | - | (2,139) | (2,100) | |
Exceptional items | 4 | (1,298) | (454) | 2,232 |
Operating profit before associates | 2 | 44,199 | 45,807 | 105,330 |
Share of results in associates | 157 | 203 | 284 | |
Operating profit | 44,356 | 46,010 | 105,614 | |
Finance income | 5 | 523 | 442 | 595 |
Finance expense | 5 | (2,058) | (3,759) | (10,949) |
Net finance costs | 5 | (1,535) | (3,317) | (10,354) |
Profit before tax | 42,821 | 42,693 | 95,260 | |
Tax expense on profit | 6 | (10,648) | (10,177) | (22,235) |
Profit after tax | 2 | 32,173 | 32,516 | 73,025 |
Attributable to: | ||||
Equity holders of the parent | 31,919 | 32,329 | 72,623 | |
Equity non-controlling interests | 254 | 187 | 402 | |
32,173 | 32,516 | 73,025 | ||
Basic earnings per share | 8 | 25.23p | 25.92p | 57.88p |
Diluted earnings per share | 8 | 24.96p | 25.26p | 56.70p |
Adjusted basic earnings per share | 8 | 32.35p | 32.74p | 72.43p |
Adjusted diluted earnings per share | 8 | 31.99p | 31.89p | 70.96p |
Dividend per share (including proposed dividends) | 7 | 7.00p | 7.00p | 22.75p |
A detailed reconciliation of the group's statutory results to the adjusted results is set out in the appendix to the Chairman's Statement .
Condensed Consolidated Statement of Comprehensive Income
for the six months ended March 31 2014
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Profit after tax | 32,173 | 32,516 | 73,025 |
Items that may be reclassified subsequently to profit or loss: | |||
Change in fair value of cash flow hedges | 953 | (7,774) | (3,298) |
Transfer of gains on cash flow hedges from fair value reserves to Income Statement: | |||
Foreign exchange gains in total revenue | 119 | 1,482 | 2,320 |
Foreign exchange gains/(losses) in operating profit | 126 | (67) | (176) |
Interest rate swap gains in interest payable on committed borrowings | - | 159 | 226 |
Net exchange differences on translation of net investments in overseas subsidiary undertakings | (8,791) | 28,302 | (7,167) |
Net exchange differences on translation of net assets on businesses held-for-sale | (85) | - | - |
Net exchange differences on foreign currency loans | 1,257 | (12,164) | 4,317 |
Tax on items that may be reclassified | (325) | 3,339 | 90 |
Items that will not be reclassified to profit or loss: | |||
Actuarial (losses)/gains on defined benefit pension schemes | (961) | (1,122) | 1,433 |
Tax credit/(charge) on actuarial losses/gains on defined benefit pension schemes | 192 | 258 | (287) |
Other comprehensive (expense)/income for the period | (7,515) | 12,413 | (2,542) |
Total comprehensive income for the period | 24,658 | 44,929 | 70,483 |
Attributable to: | |||
Equity holders of the parent | 25,091 | 44,299 | 69,774 |
Equity non-controlling interests | (433) | 630 | 709 |
24,658 | 44,929 | 70,483 |
Condensed Consolidated Statement of Financial Position
as at March 31 2014
Unaudited as at March 31 | Unaudited as at March 31 | Audited as at Sept 30 | ||
2014 | 2013 | 2013 | ||
Notes | £000's | £000's | £000's | |
Non-current assets | ||||
Intangible assets | ||||
Goodwill | 11 | 354,052 | 364,557 | 356,574 |
Other intangible assets | 11 | 145,763 | 150,017 | 149,039 |
Property, plant and equipment | 16,168 | 17,321 | 16,792 | |
Investments | 859 | 888 | 702 | |
Deferred tax assets | 2,458 | 5,053 | 5,015 | |
Derivative financial instruments | 159 | 48 | 746 | |
519,459 | 537,884 | 528,868 | ||
Current assets | ||||
Trade and other receivables | 78,523 | 76,052 | 79,245 | |
Current income tax assets | 10,531 | 6,206 | 5,436 | |
Cash at bank and in hand | 14,153 | 17,727 | 11,268 | |
Derivative financial instruments | 3,300 | 244 | 1,736 | |
Total assets of businesses held-for-sale | 10 | 3,783 | - | - |
110,290 | 100,229 | 97,685 | ||
Current liabilities | ||||
Acquisition commitments | 15 | (2,347) | (234) | (539) |
Deferred consideration | 15 | (10,456) | (251) | (7,040) |
Trade and other payables | (27,901) | (27,404) | (26,841) | |
Liability for cash-settled options | (419) | (7,556) | (7,435) | |
Current income tax liabilities | (13,809) | (9,986) | (12,653) | |
Group relief payable | (1,260) | (990) | (473) | |
Accruals | (35,798) | (37,776) | (48,381) | |
Deferred income | 12 | (129,907) | (133,847) | (117,296) |
Committed loan facility | - | (54,533) | (20,177) | |
Loan notes | (654) | (1,195) | (1,028) | |
Bank overdrafts | - | (64) | - | |
Derivative financial instruments | (688) | (3,324) | (909) | |
Provisions | (1,794) | (2,239) | (3,974) | |
Total liabilities of businesses held-for-sale | 10 | (2,770) | - | - |
(227,803) | (279,399) | (246,746) | ||
Net current liabilities | (117,513) | (179,170) | (149,061) | |
Total assets less current liabilities | 401,946 | 358,714 | 379,807 | |
Non-current liabilities | ||||
Acquisition commitments | 15 | (12,400) | (10,661) | (14,498) |
Deferred consideration | 15 | - | (3,914) | (9,085) |
Liability for cash-settled options and other non-current liabilities | (406) | (598) | (498) | |
Preference shares | (10) | (10) | (10) | |
Committed loan facility | (42,125) | - | - | |
Deferred tax liabilities | (17,761) | (17,368) | (16,838) | |
Net pension deficit | (3,649) | (5,659) | (2,883) | |
Derivative financial instruments | (54) | (677) | - | |
Provisions | (2,181) | (3,421) | (2,236) | |
(78,586) | (42,308) | (46,048) | ||
Net assets | 323,360 | 316,406 | 333,759 | |
Shareholders' equity | ||||
Called up share capital | 14 | 320 | 315 | 316 |
Share premium account | 101,977 | 100,267 | 101,709 | |
Other reserve | 64,981 | 64,981 | 64,981 | |
Capital redemption reserve | 8 | 8 | 8 | |
Own shares | (16,681) | (74) | (74) | |
Reserve for share-based payments | 37,122 | 37,126 | 37,122 | |
Fair value reserve | (18,229) | (36,516) | (20,216) | |
Translation reserve | 30,986 | 68,587 | 38,707 | |
Retained earnings | 115,084 | 74,178 | 102,959 | |
Equity shareholders' surplus | 315,568 | 308,872 | 325,512 | |
Equity non-controlling interests | 7,792 | 7,534 | 8,247 | |
Total equity | 323,360 | 316,406 | 333,759 |
A reconciliation of net debt is set out in the note to the Condensed Consolidated Statement of Cash Flows.
Condensed Consolidated Statement of Changes in Equity
for the six months ended March 31 2014
Reserve | ||||||||||||
for | Equity | |||||||||||
Capital | share- | non- | ||||||||||
Share | redemp- | based | Fair | Trans- | control- | |||||||
Share | premium | Other | tion | Own | pay- | value | lation | Retained | ling | |||
capital | account | reserve | reserve | shares | ments | reserve | reserve | earnings | Total | interests | Total | |
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
At September 30 2012 | 311 | 99,485 | 64,981 | 8 | (74) | 36,055 | (18,152) | 40,728 | 58,033 | 281,375 | 6,549 | 287,924 |
Profit for the year | - | - | - | - | - | - | - | - | 72,623 | 72,623 | 402 | 73,025 |
Other comprehensive expense for the year | - | - | - | - | - | - | (2,064) | (2,021) | 1,236 | (2,849) | 307 | (2,542) |
Total comprehensive income for the year | - | - | - | - | - | - | (2,064) | (2,021) | 73,859 | 69,774 | 709 | 70,483 |
Exercise of acquisition commitments | - | - | - | - | - | - | - | - | 18 | 18 | (18) | - |
Recognition of acquisition commitments | - | - | - | - | - | - | - | - | (4,404) | (4,404) | - | (4,404) |
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | - | - | - | 1,402 | 1,402 |
Credit for share-based payments | - | - | - | - | - | 1,067 | - | - | - | 1,067 | - | 1,067 |
Cash dividends paid | - | - | - | - | - | - | - | - | (27,156) | (27,156) | (413) | (27,569) |
Exercise of share options | 5 | 2,224 | - | - | - | - | - | - | - | 2,229 | 18 | 2,247 |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | 2,609 | 2,609 | - | 2,609 |
At September 30 2013 | 316 | 101,709 | 64,981 | 8 | (74) | 37,122 | (20,216) | 38,707 | 102,959 | 325,512 | 8,247 | 333,759 |
Profit for the period | - | - | - | - | - | - | - | - | 31,919 | 31,919 | 254 | 32,173 |
Other comprehensive income/(expense) for the period | - | - | - | - | - | - | 1,987 | (7,721) | (1,094) | (6,828) | (687) | (7,515) |
Total comprehensive income for the period | - | - | - | - | - | - | 1,987 | (7,721) | 30,825 | 25,091 | (433) | 24,658 |
Exercise of acquisition commitments | - | - | - | - | - | - | - | - | 176 | 176 | (176) | - |
Non-controlling interest recognised on change of ownership | - | - | - | - | - | - | - | - | - | - | 158 | 158 |
Cash dividends paid | - | - | - | - | - | - | - | - | (19,908) | (19,908) | (4) | (19,912) |
Own shares acquired in the period | - | - | - | - | (16,607) | - | - | - | - | (16,607) | - | (16,607) |
Exercise of share options | 4 | 268 | - | - | - | - | - | - | - | 272 | - | 272 |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | 1,032 | 1,032 | - | 1,032 |
At March 31 2014 | 320 | 101,977 | 64,981 | 8 | (16,681) | 37,122 | (18,229) | 30,986 | 115,084 | 315,568 | 7,792 | 323,360 |
Reserve | ||||||||||||
for | Equity | |||||||||||
Capital | share- | non- | ||||||||||
Share | redemp- | based | Fair | Trans- | control- | |||||||
Share | premium | Other | tion | Own | pay- | value | lation | Retained | ling | |||
capital | account | reserve | reserve | shares | ments | reserve | reserve | earnings | Total | interests | Total | |
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
At September 30 2012 | 311 | 99,485 | 64,981 | 8 | (74) | 36,055 | (18,152) | 40,728 | 58,033 | 281,375 | 6,549 | 287,924 |
Retained profit for the period | - | - | - | - | - | - | - | - | 32,329 | 32,329 | 187 | 32,516 |
Other comprehensive income for the period | - | - | - | - | - | - | (18,364) | 27,859 | 2,475 | 11,970 | 443 | 12,413 |
Total comprehensive income for the period | - | - | - | - | - | - | (18,364) | 27,859 | 34,804 | 44,299 | 630 | 44,929 |
Exercise of acquisition commitments | - | - | - | - | - | - | - | - | 67 | 67 | (67) | - |
Recognition of acquisition commitments | - | - | - | - | - | - | - | - | (393) | (393) | - | (393) |
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | - | - | - | 366 | 366 |
Credit for share-based payments | - | - | - | - | - | 1,071 | - | - | - | 1,071 | - | 1,071 |
Cash dividends paid | - | - | - | - | - | - | - | - | (18,333) | (18,333) | (11) | (18,344) |
Exercise of share options | 4 | 782 | - | - | - | - | - | - | - | 786 | 67 | 853 |
At March 31 2013 | 315 | 100,267 | 64,981 | 8 | (74) | 37,126 | (36,516) | 68,587 | 74,178 | 308,872 | 7,534 | 316,406 |
The other reserve represents the share premium arising on the shares issued for the purchase of Metal Bulletin plc in October 2006.
Condensed Consolidated Statement of Cash Flows
for the six months ended March 31 2014
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Cash flow from operating activities | |||
Operating profit | 44,356 | 46,010 | 105,614 |
Share of results in associates | (157) | (203) | (284) |
Acquired intangible amortisation | 8,684 | 7,073 | 15,890 |
Licences and software amortisation | 748 | 171 | 301 |
Depreciation of property, plant and equipment | 1,388 | 1,837 | 3,926 |
Long-term incentive expense | - | 2,139 | 2,100 |
Negative goodwill | - | - | (4,449) |
Decrease in provisions | (2,189) | (1,457) | (786) |
Operating cash flows before movements in working capital | 52,830 | 55,570 | 122,312 |
Increase in receivables | (4,812) | (7,170) | (4,343) |
Decrease in payables | (3,702) | (6,019) | (11,813) |
Cash generated from operations | 44,316 | 42,381 | 106,156 |
Income taxes paid | (9,026) | (8,943) | (17,230) |
Group relief tax (paid)/received | (460) | 97 | (1,970) |
Net cash generated from operating activities | 34,830 | 33,535 | 86,956 |
Investing activities | |||
Dividends paid to non-controlling interests | (4) | (11) | (413) |
Dividends received from associate | - | - | 268 |
Interest received | 60 | 86 | 239 |
Purchase of intangible assets | (2,693) | (2,005) | (6,314) |
Purchase of property, plant and equipment | (871) | (928) | (2,701) |
Proceeds from disposal of property, plant and equipment | 1 | 2 | 2 |
Payment following working capital adjustment from purchase of subsidiary | (267) | - | (1,711) |
Purchase of subsidiary undertakings, net of cash acquired | (12,500) | (14,518) | (20,971) |
Proceeds from disposal of non-controlling interest | 158 | - | - |
Receipt following working capital adjustment from purchase of associate | - | 49 | 49 |
Net cash used in investing activities | (16,116) | (17,325) | (31,552) |
Financing activities | |||
Dividends paid | (19,908) | (18,333) | (27,156) |
Interest paid | (616) | (2,254) | (3,142) |
Interest paid on loan notes | - | (3) | (3) |
Issue of new share capital | 272 | 786 | 2,229 |
Payments to acquire own shares | (14,607) | - | - |
Payment of acquisition deferred consideration | (2,725) | (2,606) | (5,329) |
Purchase of additional interest in subsidiary undertakings | (247) | (67) | (153) |
Redemption of loan notes | (374) | (32) | (199) |
Loan repaid to DMGT group company | (150,988) | (90,971) | (196,264) |
Loan received from DMGT group company | 173,676 | 100,302 | 172,488 |
Net cash used in financing activities | (15,517) | (13,178) | (57,529) |
Net increase/(decrease) in cash and cash equivalents | 3,197 | 3,032 | (2,125) |
Cash and cash equivalents at beginning of period | 11,268 | 13,544 | 13,544 |
Effect of foreign exchange rate movements | (312) | 1,087 | (151) |
Cash and cash equivalents at end of period | 14,153 | 17,663 | 11,268 |
Cash and cash equivalents include bank overdrafts.
Note to the Condensed Consolidated Statement of Cash Flows
Net Debt
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Net debt at beginning of period | (9,937) | (30,838) | (30,838) |
Net increase/(decrease) in cash and cash equivalents | 3,197 | 3,032 | (2,125) |
Net (increase)/decrease in amounts owed to DMGT group company | (22,688) | (9,331) | 23,776 |
Redemption of loan notes | 374 | 32 | 199 |
Interest paid on loan notes | - | 3 | 3 |
Accrued interest on loan notes | - | (2) | (2) |
Effect of foreign exchange rate movements | 428 | (961) | (950) |
Net debt at end of period | (28,626) | (38,065) | (9,937) |
Net debt comprises: | |||
Cash at bank and in hand | 14,153 | 17,727 | 11,268 |
Bank overdrafts | - | (64) | - |
Total cash and cash equivalents | 14,153 | 17,663 | 11,268 |
Committed loan facility | (42,125) | (54,533) | (20,177) |
Loan notes | (654) | (1,195) | (1,028) |
Net debt | (28,626) | (38,065) | (9,937) |
The group's debt is provided through a dedicated multi-currency borrowing facility from Daily Mail and General Trust plc group (DMGT). In November 2013 the group replaced the US$300 million (£180 million) facility with a new US$160 million (£96 million) facility which expires at the end of April 2016. Interest is payable on this new facility at a variable rate of between 1.35% and 2.35% above LIBOR dependent on the ratio of adjusted net debt to EBITDA. The facility's covenant requires the group's net debt to be no more than three times adjusted EBITDA on a rolling 12 month basis. Failure to do so would result in the group being in breach of the facility, potentially resulting in the facility being withdrawn or impediment of management decision making by the lender. Management regularly monitor the covenant and prepare detailed cash flow forecasts to ensure that sufficient headroom is available and that the covenants are not close or potentially close to breach. At March 31 2014, the group's net debt to adjusted EBITDA was 0.24 times (March 2013: 0.31 times, September 2013: 0.09 times) and the committed undrawn facility available to the group was £53.8 million (March 2013: £143.1 million, September 2013: £165.9 million).
In the absence of any significant acquisitions, the group has no pressing requirement to arrange new finance before the facility expires in April 2016. There is a risk that the undrawn portion of the facility, or that the additional funding, may be unavailable or withdrawn if DMGT experience funding difficulties themselves. However, if DMGT were unable to fulfil its funding commitment to the group, the directors are confident that the group would be in a position to secure adequate external borrowing facilities, although probably at a higher cost of funding.
The group's strategy is to use excess operating cash to pay down its debt. The group generally has an annual cash conversion rate (the percentage by which cash generated from operations covers operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items) of 100% or more due to much of its subscription, sponsorship and delegate revenue being paid in advance. However, the group's operating cash flows are weighted in favour of the second half due to the payment of annual profit shares and incentives in the first half. This means the cash conversion rate is usually less than 100% in the first half, and in excess of 100% in the second. In addition a further reduction to the cash conversion rate is due to cash payments in respect of long-term incentive costs in 2014 and 2013, for which the expense was accrued in previous years, giving an operating cash conversion rate of 82% for the first half (March 2013: 76%).
Notes to the Condensed Consolidated Interim Financial Report
1 Basis of preparation
This Interim Financial Report was approved by the board of directors on May 14 2014.
These condensed consolidated 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 as adopted by the European Union and in accordance with International Accounting Standard (IAS) 34 'Interim Financial Reporting'.
The financial information for the year ended September 30 2013 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. 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.
Accounting policies
The Condensed Consolidated Interim Financial Report 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 financial statements as were applied in the group's latest annual audited financial statements, except as described below.
· IFRS 13, 'Fair Value Measurement' (effective for accounting periods beginning on or after January 1 2013). This standard aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend to the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs or US GAAP. The adoption of IFRS 13 has no material impact on the financial statements of the group except for additional disclosures.
· IAS 19 (revised), 'Employee Benefits', issued in June 2011 (effective for accounting periods beginning on or after January 1 2013). The interest cost on pension plan liabilities and expected return on plan assets reported in previous years have been replaced with a net interest amount. The group have amended the presentation of prior-year comparative amounts to reflect these requirements. There is no material impact of adopting IAS 19 (amended) on the profit for any of the years presented.
Going concern, debt covenants and liquidity
The results of the group's business activities, together with the factors likely to affect its future development, performance and financial position, are set out in the Chairman's Statement.
The financial position of the group, its cash flows and liquidity position are set out in detail in this Condensed Consolidated Interim Financial Report. The group meets its day-to-day working capital requirements through a dedicated US$160 million multi-currency borrowing facility with Daily Mail and General Trust plc (DMGT). The facility's covenant requires the group's net debt to be no more than three times adjusted EBITDA on a rolling 12 month basis. At March 31 2014 the group's net debt to adjusted EBITDA covenant was 0.24 times and the committed undrawn facility available to the group was £53.8 million.
The group's forecasts and projections, looking out to September 2016 and taking account of reasonably possible changes in trading performance, show that the group should be able to operate within the level and covenants of its current and available borrowing facilities.
After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing this Condensed Consolidated Interim Financial Report.
Principal Risks and Uncertainties
The principal risks and uncertainties that affect the group are described in detail on pages 22 to 28 of the 2013 annual report available at www.euromoneyplc.com. In summary, they include:
- Downturn in economy or market sector;
- Travel risk;
- Compliance with laws and regulations;
- Data integrity, availability and cyber security;
- London, New York, Montreal or Hong Kong wide disaster;
- Published content risk;
- Incorrect circulation or audience claims;
- Loss of key staff;
- Failure of central back-office technology;
- Acquisition and disposal risk;
- Failure of online strategy;
- Treasury operations;
- Unforeseen tax liabilities.
These are still considered to be the most relevant risks and uncertainties at this time. A number of these risks and uncertainties could have an impact on the group's performance over the remaining six months of the financial year and could cause actual results to differ from expected and historical results. Where a risk that was disclosed in the annual report is unchanged, or is not expected to have a specific impact in the remaining period, further disclosure in this report is considered unnecessary.
2 Segmental analysis
Segmental information is presented in respect of the group's business divisions and reflects the group's management and internal reporting structure. The group is organised into five business divisions: Financial publishing; Business publishing; Training; Conferences and seminars; and Research and data. Financial publishing and Business publishing consist primarily of advertising and subscription revenue. The Training division consists primarily of delegate revenue. Conferences and seminars consist of both sponsorship income and delegate revenue. Research and data consists of subscription revenue. A breakdown of the group's revenue by type is set out below.
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 below.
Unaudited six months ended March 31 | ||||||||||
United Kingdom | North America | Rest of World | Eliminations | Total | ||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
Revenue | ||||||||||
by division and source: | ||||||||||
Financial publishing | 23,139 | 19,332 | 15,563 | 14,858 | 579 | 855 | (2,871) | (3,222) | 36,410 | 31,823 |
Business publishing | 21,203 | 20,127 | 9,369 | 9,489 | 645 | 667 | (887) | (1,360) | 30,330 | 28,923 |
Conferences and seminars | 17,144 | 20,809 | 23,713 | 20,888 | 10,957 | 5,722 | (186) | (195) | 51,628 | 47,224 |
Training | 8,685 | 9,463 | 2,830 | 2,897 | 1,708 | 1,822 | (92) | (104) | 13,131 | 14,078 |
Research and data | 10,923 | 8,876 | 40,616 | 42,952 | 12,201 | 12,825 | (2) | (22) | 63,738 | 64,631 |
Foreign exchange gains on forward contracts | 563 | 634 | - | - | - | - | - | - | 563 | 634 |
Total revenue | 81,657 | 79,241 | 92,091 | 91,084 | 26,090 | 21,891 | (4,038) | (4,903) | 195,800 | 187,313 |
Investment income (note 5) | - | - | - | 1 | 43 | 79 | - | - | 43 | 80 |
Total revenue and investment income | 81,657 | 79,241 | 92,091 | 91,085 | 26,133 | 21,970 | (4,038) | (4,903) | 195,843 | 187,393 |
Unaudited six months ended March 31 | ||||||||
United Kingdom | North America | Rest of World | Total | |||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
Revenue | ||||||||
by type and destination: | ||||||||
Subscriptions | 18,378 | 16,049 | 48,318 | 50,474 | 36,196 | 33,592 | 102,892 | 100,115 |
Advertising | 3,275 | 3,109 | 10,576 | 10,725 | 8,190 | 8,696 | 22,041 | 22,530 |
Sponsorship | 3,300 | 3,129 | 11,278 | 9,098 | 9,641 | 8,777 | 24,219 | 21,004 |
Delegates | 3,208 | 3,186 | 8,814 | 8,591 | 27,303 | 25,081 | 39,325 | 36,858 |
Other | 1,440 | 1,214 | 3,772 | 3,452 | 1,548 | 1,506 | 6,760 | 6,172 |
Foreign exchange gains on forward contracts | 563 | 634 | - | - | - | - | 563 | 634 |
Total revenue | 30,164 | 27,321 | 82,758 | 82,340 | 82,878 | 77,652 | 195,800 | 187,313 |
Unaudited six months ended March 31 | ||||||||||
United Kingdom | North America | Rest of World | Total | |||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |||
Operating profit1 | ||||||||||
by division and source: | ||||||||||
Financial publishing | 6,399 | 6,105 | 2,444 | 2,449 | (141) | (14) | 8,702 | 8,540 | ||
Business publishing | 5,681 | 6,259 | 3,496 | 3,957 | (521) | (396) | 8,656 | 9,820 | ||
Conferences and seminars | 4,224 | 6,928 | 7,365 | 6,619 | 3,955 | 1,146 | 15,544 | 14,693 | ||
Training | 2,077 | 2,054 | 110 | 19 | 206 | 307 | 2,393 | 2,380 | ||
Research and data | 5,163 | 4,303 | 17,856 | 19,619 | 3,040 | 2,602 | 26,059 | 26,524 | ||
Closed businesses | - | - | - | - | (10) | - | (10) | - | ||
Unallocated corporate costs | (6,365) | (5,783) | (391) | (483) | (407) | (218) | (7,163) | (6,484) | ||
Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items | 17,179 | 19,866 | 30,880 | 32,180 | 6,122 | 3,427 | 54,181 | 55,473 | ||
Acquired intangible amortisation2 | (3,640) | (1,588) | (4,851) | (5,291) | (193) | (194) | (8,684) | (7,073) | ||
Long-term incentive expense | - | (1,056) | - | (880) | - | (203) | - | (2,139) | ||
Exceptional items (note 4) | (743) | (513) | (549) | 159 | (6) | (100) | (1,298) | (454) | ||
Operating profit before associates | 12,796 | 16,709 | 25,480 | 26,168 | 5,923 | 2,930 | 44,199 | 45,807 | ||
Share of results in associates | 157 | 203 | ||||||||
Finance income (note 5) | 523 | 442 | ||||||||
Finance expense (note 5) | (2,058) | (3,759) | ||||||||
Profit before tax | 42,821 | 42,693 | ||||||||
Tax expense (note 6) | (10,648) | (10,177) | ||||||||
Profit after tax | 32,173 | 32,516 |
1 Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items (refer to the appendix to the Chairman's Statement).
2 Acquired intangible amortisation represents amortisation of acquisition related non-goodwill assets such as trademarks and brands, customer relationships and databases (note 11).
Unaudited six months ended March 31 | ||||||||
Acquired | Long-term | Depreciation | ||||||
intangible | incentive | Exceptional | and | |||||
amortisation | expense | items | amortisation | |||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
Other segmental information | ||||||||
by division: | ||||||||
Financial publishing | (2,135) | (168) | - | (243) | (743) | (295) | (17) | (6) |
Business publishing | (1,163) | (1,249) | - | (305) | - | - | (14) | (11) |
Conferences and seminars | (548) | (465) | - | (505) | (549) | (191) | (19) | (25) |
Training | - | - | - | (86) | (6) | - | (6) | (7) |
Research and data | (4,784) | (5,134) | - | (660) | - | 32 | (559) | (666) |
Unallocated corporate costs | (54) | (57) | - | (340) | - | - | (1,521) | (1,293) |
(8,684) | (7,073) | - | (2,139) | (1,298) | (454) | (2,136) | (2,008) |
United Kingdom | North America | Rest of World | Total | |||||
Unaudited six months ended March 31 | Audited year ended Sept 30 | Unaudited six months ended March 31 | Audited year ended Sept 30 | Unaudited six months ended March 31 | Audited year ended Sept 30 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
Non-current assets (excluding financial instruments and deferred tax assets) | ||||||||
by location: | ||||||||
Goodwill | 113,928 | 106,837 | 229,840 | 239,175 | 10,284 | 10,562 | 354,052 | 356,574 |
Other intangible assets | 55,635 | 52,650 | 89,127 | 95,256 | 1,001 | 1,133 | 145,763 | 149,039 |
Property, plant and equipment | 13,567 | 13,673 | 2,079 | 2,486 | 522 | 633 | 16,168 | 16,792 |
Investments | 859 | 702 | - | - | - | - | 859 | 702 |
Non-current assets | 183,989 | 173,862 | 321,046 | 336,917 | 11,807 | 12,328 | 516,842 | 523,107 |
Capital expenditure by location | (581) | (1,618) | (186) | (788) | (104) | (295) | (871) | (2,701) |
The group has taken advantage of paragraph 23 of IFRS 8 'Operating Segments' and does not provide segmental analysis of net assets as this information is not used by the directors in operational decision making or monitoring of business performance.
3 Seasonality of results
The group's results are not materially affected by seasonal or cyclical trading. For the year ended September 30 2013 the group earned 46% of both its revenues and operating profits1 in the first six months of the year (2012: 48% of both its revenues and operating profits1).
4 Exceptional items
Exceptional items are items of income or expense considered by the directors, either individually or if of a similar type in aggregate, as being either material or significant and which require additional disclosure in order to provide an indication of the underlying trading performance of the group.
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Acquisition and disposal costs | (1,298) | (704) | (822) |
Restructuring and other exceptional costs/(credit) | - | 250 | (1,395) |
Negative goodwill | - | - | 4,449 |
(1,298) | (454) | 2,232 |
During the six months to March 2014 the group recognised an exceptional expense of £1,298,000. This comprised costs incurred of £748,000 for the acquisition of Infrastructure Journal (note 9) and £550,000 for the disposal of MIS Training. The group's tax charge includes a related tax charge of £312,000. The sale of MIS Training completed on April 1 2014 for an initial consideration of US$11,000,000 (£6,600,000) and an expected further deferred consideration of US$4,000,000 (£2,400,000) is receivable depending on future performance. The sale will give rise to an exceptional profit on disposal, after deducting disposal costs already incurred, of approximately £7,000,000 which will be recognised in the second half.
During the six months to March 2013 the group recognised an exceptional expense of £454,000. This comprised acquisition costs of £704,000 in connection with the acquisitions of TTI/Vanguard, Insider Publishing, Quantitative Techniques (QT) and Centre for Investor Education (CIE), offset by a credit of £250,000 following the release of previously accrued restructuring costs. The group's tax charge includes a related tax credit of £55,000.
For the year ended September 30 2013 the group recognised a net exceptional credit of £2,232,000. This comprised an exceptional credit for negative goodwill offset by acquisition costs, restructuring and other exceptional costs. The negative goodwill of £4,449,000 arose from the valuation of the intangible assets of QT, acquired for zero consideration. The acquisition costs of £822,000 are in connection with the acquisitions of TTI/Vanguard, Insider Publishing, CIE and QT. The exceptional and other charge of £1,395,000 includes restructuring costs to integrate the business and assets of QT before the completion date and other restructuring costs across the group. The group's tax charge included a related tax credit of £372,000.
1 Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items (refer to the appendix to the Chairman's Statement).
5 Finance income and expense
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Finance income | |||
Interest income: | |||
Interest receivable from short-term investments | 43 | 80 | 233 |
Net movements in acquisition commitment values | 480 | - | - |
Fair value gains on financial instruments: | |||
Ineffectiveness of interest rate swaps and forward contracts | - | 362 | 362 |
523 | 442 | 595 | |
Finance expense | |||
Interest expense: | |||
Interest payable on committed borrowings | (646) | (1,530) | (2,561) |
Interest payable on loan notes | - | (2) | (2) |
Net interest expense on defined benefit obligation | (60) | (34) | (67) |
Net movements in acquisition commitment values | - | (1,612) | (1,619) |
Imputed interest on acquisition commitments | (756) | (429) | (1,269) |
Movements in acquisition deferred consideration | (335) | (129) | (4,721) |
Interest on tax | (206) | (23) | (710) |
Fair value losses on financial instruments: | |||
Ineffectiveness of forward contracts | (55) | - | - |
(2,058) | (3,759) | (10,949) | |
Net finance costs | (1,535) | (3,317) | (10,354) |
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Reconciliation of net finance costs in Income Statement to adjusted net finance costs | |||
Total net finance costs in Income Statement | (1,535) | (3,317) | (10,354) |
Add back: | |||
Net movements in acquisition commitment values | (480) | 1,612 | 1,619 |
Imputed interest on acquisition commitments | 756 | 429 | 1,269 |
Movements in acquisition deferred consideration | 335 | 129 | 4,721 |
611 | 2,170 | 7,609 | |
Adjusted net finance costs | (924) | (1,147) | (2,745) |
The reconciliation of net finance costs in the Income Statement has been provided since the directors consider it necessary in order to provide an indication of the adjusted net finance costs.
6 Tax expense on profit
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Current tax expense | |||
UK corporation tax expense | 3,890 | 3,339 | 9,732 |
Foreign tax expense | 4,778 | 5,258 | 12,522 |
Adjustments in respect of prior years | 118 | 120 | (540) |
8,786 | 8,717 | 21,714 | |
Deferred tax expense | |||
Current year | 2,927 | 2,505 | 1,859 |
Adjustments in respect of prior years | (1,065) | (1,045) | (1,338) |
1,862 | 1,460 | 521 | |
Total tax expense in Income Statement | 10,648 | 10,177 | 22,235 |
Effective tax rate | 25% | 24% | 23% |
The forecast adjusted effective tax rate for 2014 full year is 23% (2013: 22%). The adjusted effective tax rate for the 2014 interim period is set out below:
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Reconciliation of tax expense in Income Statement to adjusted tax expense | |||
Total tax expense in Income Statement | 10,648 | 10,177 | 22,235 |
Add back: | |||
Tax on intangible amortisation | 2,127 | 1,383 | 5,592 |
Tax on exceptional items | (312) | 55 | (372) |
1,815 | 1,438 | 5,220 | |
Tax on US goodwill amortisation | (1,175) | (1,164) | (4,092) |
Tax adjustments in respect of prior years | 947 | 925 | 1,878 |
1,587 | 1,199 | 3,006 | |
Adjusted tax expense | 12,235 | 11,376 | 25,241 |
Adjusted profit before tax (refer to the appendix to the Chairman's Statement) | 53,414 | 52,390 | 116,527 |
Adjusted effective tax rate | 23% | 22% | 22% |
The group presents the above adjusted effective tax rate to help users of this report better understand its tax charge. In arriving at this rate, the group removes the tax effect of items which are adjusted for in arriving at the adjusted profit disclosed in the appendix to the Chairman's Statement. However, the current tax effect of goodwill and intangible items is not removed. The group considers that the resulting adjusted effective tax rate is more representative of its tax payable position, as the deferred tax effect on the goodwill and intangible items is not expected to crystallise.
7 Dividends
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Amounts recognisable as distributable to equity holders in period | |||
Final dividend for the year ended September 30 2013 of 15.75p (2012: 14.75p) | 19,917 | 18,342 | 18,342 |
Interim dividend for the year ended September 30 2013 of 7.00p | - | - | 8,827 |
19,917 | 18,342 | 27,169 | |
Employees' Share Ownership Trust dividend | (9) | (9) | (13) |
19,908 | 18,333 | 27,156 | |
Interim dividend for the period ended March 31 2014 of 7.00p (2013: 7.00p) | 8,968 | 8,824 | |
Employees' Share Ownership Trust dividend | (4) | (4) | |
8,964 | 8,820 |
The final dividend was approved by shareholders at the Annual General Meeting held on January 30 2014 and paid on February 13 2014.
It is anticipated that the interim dividend of 7.00p (2012: 7.00p) per share will be paid on June 19 2014 to shareholders on the register on May 23 2014. It is expected that the shares will be marked ex-dividend on May 21 2014. The interim dividend has not been included as a liability in this Interim Financial Report in accordance with IAS 10 'Events after the balance sheet date'.
8 Earnings per share
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Basic earnings attributable to equity holders of the parent | 31,919 | 32,329 | 72,623 |
Acquired intangible amortisation | 8,684 | 7,073 | 15,890 |
Exceptional items | 1,298 | 454 | (2,232) |
Imputed interest on acquisition commitments | 756 | 429 | 1,269 |
Net movements in acquisition commitment values | (480) | 1,612 | 1,619 |
Movements in acquisition deferred consideration | 335 | 129 | 4,721 |
Tax on the above adjustments | (1,815) | (1,438) | (5,220) |
Tax on US goodwill amortisation | 1,175 | 1,164 | 4,092 |
Tax adjustments in respect of prior years | (947) | (925) | (1,878) |
Adjusted earnings | 40,925 | 40,827 | 90,884 |
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | Audited year ended Sept 30 | |
2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |
Adjusted | Adjusted | Adjusted | Adjusted | Adjusted | Adjusted | |
basic | diluted | basic | diluted | basic | diluted | |
earnings | earnings | earnings | earnings | earnings | earnings | |
per share | per share | per share | per share | per share | per share | |
Number | Number | Number | Number | Number | Number | |
000's | 000's | 000's | 000's | 000's | 000's | |
Weighted average number of shares | 126,882 | 126,882 | 124,777 | 124,777 | 125,532 | 125,532 |
Shares held by the Employees' Share Ownership Trust | (356) | (356) | (59) | (59) | (59) | (59) |
Weighted average number of shares | 126,526 | 126,526 | 124,718 | 124,718 | 125,473 | 125,473 |
Effect of dilutive share options | 1,354 | 3,288 | 2,605 | |||
Diluted weighted average number of shares | 127,880 | 128,006 | 128,078 | |||
Adjusted | Adjusted | Adjusted | Adjusted | Adjusted | Adjusted | |
basic | diluted | basic | diluted | basic | diluted | |
pence per share | pence per share | pence per share | pence per share | pence per share | pence per share | |
Basic earnings per share | 25.23 | 25.23 | 25.92 | 25.92 | 57.88 | 57.88 |
Effect of dilutive share options | (0.27) | (0.66) | (1.18) | |||
Diluted earnings per share | 24.96 | 25.26 | 56.70 | |||
Effect of acquired intangible amortisation | 6.86 | 6.79 | 5.67 | 5.53 | 12.66 | 12.41 |
Effect of exceptional items | 1.03 | 1.02 | 0.37 | 0.35 | (1.78) | (1.74) |
Effect of imputed interest on acquisition commitments | 0.60 | 0.59 | 0.35 | 0.33 | 1.01 | 0.99 |
Effect of net movements in acquisition commitment values | (0.38) | (0.38) | 1.29 | 1.25 | 1.29 | 1.26 |
Effect of movements in acquisition deferred consideration | 0.26 | 0.26 | 0.10 | 0.10 | 3.76 | 3.69 |
Effect of tax on the above adjustments | (1.43) | (1.43) | (1.15) | (1.12) | (4.15) | (4.07) |
Effect of tax on US goodwill amortisation | 0.93 | 0.92 | 0.93 | 0.91 | 3.26 | 3.19 |
Effect of tax adjustments in respect of prior years | (0.75) | (0.74) | (0.74) | (0.72) | (1.50) | (1.47) |
Adjusted basic and diluted earnings per share | 32.35 | 31.99 | 32.74 | 31.89 | 72.43 | 70.96 |
The adjusted diluted earnings per share figure has been disclosed since the directors consider it necessary in order to give an indication of the underlying trading performance.
All of the above earnings per share figures relate to continuing operations.
9 Acquisitions
Purchase of new business
Infrastructure Journal (IJ)
On October 15 2013, the group acquired 100% of the assets of Infrastructure Journal, a leading information source for the international infrastructure markets, from Top Right Group for a cash consideration of £12,500,000 followed by a further cash payment of £267,000 in January 2014. The acquisition of IJ is consistent with the group's strategy of investing in online subscription and events businesses which will benefit from its global reach.
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 | |
£000's | £000's | £000's | |
Net assets: | |||
Intangible assets | - | 6,404 | 6,404 |
Property, plant and equipment | 219 | (219) | - |
Trade and other receivables | 479 | - | 479 |
Trade and other payables | (1,207) | - | (1,207) |
(509) | 6,185 | 5,676 | |
Net assets acquired (100%) | 5,676 | ||
Goodwill | 7,091 | ||
Total consideration | 12,767 | ||
Consideration satisfied by: | |||
Cash | 12,500 | ||
Working capital adjustment | 267 | ||
12,767 | |||
Net cash outflow arising on acquisition: | |||
Cash consideration | 12,500 | ||
Less: cash and cash equivalent balances acquired | - | ||
12,500 |
Intangible assets represent brands of £2,068,000, databases of £2,941,000, customer relationships of £1,395,000, for which amortisation of £343,000 has been charged in the period. The brands will be amortised over their useful economic lives of 20 years. The databases and customer relationships will be amortised over their useful economic lives of up to ten years.
Goodwill arises from the anticipated profitability and future operating synergies from integrating the acquired operations within the group. All of the goodwill recognised is expected to be deductible for income tax purposes.
The fair value of the assets acquired includes trade receivables of £367,000, all of which is contracted and is expected to be collectable.
IJ contributed £1,360,000 to the group's revenue, £503,000 to the group's operating profit and £125,000 to the group's profit after tax for the period between the date of acquisition and March 31 2014. In addition, acquisition related costs of £748,000 were incurred and recognised as an exceptional item in the Income Statement for the period ended March 31 2014 (note 4). If the acquisition had been completed on the first day of the financial period, IJ would have contributed £1,558,000 to the group's revenue and £228,000 to the group's profit before tax for the period (excluding exceptional costs above).
TTI Technologies, LLC (TTI/Vanguard) / Insider Publishing (IP)
During the financial year to September 30 2013, the group acquired TTI/Vanguard and IP. The fair value of net assets acquired and consideration for the two acquisitions have been finalised and there were no changes since the year ended September 30 2013.
Centre for Investor Education (CIE) / Quantitative Techniques (QT)
During the financial year to September 30 2013, the group also acquired CIE and QT. The fair value of net assets acquired and consideration for the two acquisitions is provisional pending final determination of the fair value of the assets and liabilities acquired. There were no changes since the year ended September 30 2013.
Set up of new business
Family Office Network Limited (FON)
On October 1 2013 the group set up a new company, FON, for an initial investment of £165,000. On the same day, the company issued new ordinary shares, equivalent to 49% of the total equity share capital, to a non-controlling interest for £158,000. The group's equity shareholding decreased to 51%.
Increase in equity holdings
TTI Technologies, LLC (TTI/Vanguard)
In January 2014 the group acquired 7.40% of the equity of TTI/Vanguard for a cash consideration of US$410,000 (£247,000). The group's equity shareholding in TTI/Vanguard increased to 94.60%.
10 Total assets and liabilities of businesses held-for-sale
On 1 April 2014, the group sold 100% of the equity share capital of MIS Training Institute Holdings, Inc., part of the Training division, for an initial cash consideration of US$11,000,000 (£6,600,000), and an expected further deferred consideration of US$4,000,000 (£2,400,000) is receivable depending on future performance. The sale will give rise to an exceptional profit on disposal, after deducting disposal costs already incurred, of approximately £7,000,000 which will be recognised in the second half. Accordingly the assets and liabilities of the business have been disclosed separately on the face of the Condensed Consolidated Statement of Financial Position.
The main classes of assets and liabilities comprising the business classified as held-for-sale are set out in the table below. These assets and liabilities are recorded at their fair values.
Provisional | |
fair value | |
£000's | |
Goodwill | 2,470 |
Property, plant and equipment | 19 |
Trade and other receivables | 1,294 |
Total assets of businesses held-for-sale | 3,783 |
Trade and other payables | (2,770) |
Total liabilities of businesses held-for-sale | (2,770) |
Net assets disposed (100%) | 1,013 |
11 Goodwill and other intangibles
Acquired intangible assets |
| ||||||||
Total | Intangible | ||||||||
Customer | acquired | assets in | |||||||
Trademarks | relation- | intangible | Licences & | develop- | |||||
March 2014 | & brands | ships | Databases | assets | software | ment | Goodwill | Total | |
2014 | 2014 | 2014 | 2014 | 2014 | 2014 | 2014 | 2014 | ||
2014 | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |
Cost/carrying amount | |||||||||
At October 1 2013 | 148,636 | 89,859 | 9,150 | 247,645 | 3,023 | 6,690 | 385,518 | 642,876 | |
Additions | - | - | - | - | 97 | 2,596 | - | 2,693 | |
Transfer | - | - | - | - | 9,251 | (9,251) | - | - | |
Acquisitions (note 9) | 2,068 | 1,395 | 2,941 | 6,404 | - | - | 7,091 | 13,495 | |
Classified as held-for-sale (note 10) | - | - | - | - | - | - | (3,377) | (3,377) | |
Exchange differences | (3,118) | (1,723) | (211) | (5,052) | (82) | (35) | (7,970) | (13,139) | |
At March 31 2014 | 147,586 | 89,531 | 11,880 | 248,997 | 12,289 | - | 381,262 | 642,548 | |
Amortisation and impairment | |||||||||
At October 1 2013 | 54,746 | 44,821 | 6,043 | 105,610 | 2,709 | - | 28,944 | 137,263 | |
Amortisation charge | 3,642 | 4,541 | 501 | 8,684 | 748 | - | - | 9,432 | |
Classified as held-for-sale (note 10) | - | - | - | - | - | - | (907) | (907) | |
Exchange differences | (1,158) | (920) | (77) | (2,155) | (73) | - | (827) | (3,055) | |
At March 31 2014 | 57,230 | 48,442 | 6,467 | 112,139 | 3,384 | - | 27,210 | 142,733 | |
Net book value/carrying amount at March 31 2014 | 90,356 | 41,089 | 5,413 | 136,858 | 8,905 | - | 354,052 | 499,815 | |
Acquired intangible assets | ||||||||
Total | Intangible | |||||||
Customer | acquired | assets in | ||||||
Trademarks | relation- | intangible | Licences & | develop- | ||||
September 2013 | & brands | ships | Databases | assets | software | ment | Goodwill | Total |
2013 | 2013 | 2013 | 2013 | 2013 | 2013 | 2013 | 2013 | |
2013 | 000's | 000's | 000's | 000's | £000's | £000's | 000's | 000's |
Cost/carrying amount | ||||||||
At October 1 2012 | 139,259 | 77,103 | 9,171 | 225,533 | 2,865 | 625 | 362,267 | 591,290 |
Additions | - | - | - | - | 216 | 6,098 | - | 6,314 |
Acquisitions | 10,261 | 13,118 | - | 23,379 | - | - | 25,271 | 48,650 |
Disposals | - | - | - | - | (41) | - | (41) | |
Exchange differences | (884) | (362) | (21) | (1,267) | (17) | (33) | (2,020) | (3,337) |
At September 30 2013 | 148,636 | 89,859 | 9,150 | 247,645 | 3,023 | 6,690 | 385,518 | 642,876 |
Amortisation and impairment | ||||||||
At October 1 2012 | 47,480 | 37,572 | 5,262 | 90,314 | 2,466 | - | 29,202 | 121,982 |
Amortisation charge | 7,479 | 7,572 | 839 | 15,890 | 301 | - | - | 16,191 |
Disposals | - | - | - | - | (41) | - | - | (41) |
Exchange differences | (213) | (323) | (58) | (594) | (17) | - | (258) | (869) |
At September 30 2013 | 54,746 | 44,821 | 6,043 | 105,610 | 2,709 | - | 28,944 | 137,263 |
Net book value/carrying amount at September 30 2013 | 93,890 | 45,038 | 3,107 | 142,035 | 314 | 6,690 | 356,574 | 505,613 |
Acquired intangible assets |
| |||||||||||
Total | Intangible | |||||||||||
Customer | acquired | assets in | ||||||||||
Trademarks | relation- | intangible | Licences & | develop- | ||||||||
March 2013 | & brands | ships | Databases | assets | software | ment | Goodwill | Total | ||||
2013 | 2013 | 2013 | 2013 | 2013 | 2013 | 2013 | 2013 | |||||
2013 | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | ||||
Cost/carrying amount | ||||||||||||
At October 1 2012 | 139,259 | 77,103 | 9,171 | 225,533 | 2,865 | 625 | 362,267 | 591,290 | ||||
Additions | - | - | - | - | 98 | 1,907 | - | 2,005 | ||||
Acquisitions | 5,281 | 6,996 | - | 12,277 | - | - | 16,027 | 28,304 | ||||
Exchange differences | 6,661 | 3,741 | 467 | 10,869 | 162 | 10 | 17,180 | 28,221 | ||||
At March 31 2013 | 151,201 | 87,840 | 9,638 | 248,679 | 3,125 | 2,542 | 395,474 | 649,820 | ||||
Amortisation and impairment | ||||||||||||
At October 1 2012 | 47,480 | 37,572 | 5,262 | 90,314 | 2,466 | - | 29,202 | 121,982 | ||||
Amortisation charge | 3,582 | 3,078 | 413 | 7,073 | 171 | - | - | 7,244 | ||||
Exchange differences | 2,121 | 1,632 | 412 | 4,165 | 140 | - | 1,715 | 6,020 | ||||
At March 31 2013 | 53,183 | 42,282 | 6,087 | 101,552 | 2,777 | - | 30,917 | 135,246 | ||||
Net book value/carrying amount at March 31 2013 | 98,018 | 45,558 | 3,551 | 147,127 | 348 | 2,542 | 364,557 | 514,574 | ||||
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 September 2013 annual report.
12 Deferred income
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Deferred subscription income | 97,594 | 103,658 | 90,401 |
Other deferred income | 32,313 | 30,189 | 26,895 |
129,907 | 133,847 | 117,296 |
13 Financial instruments
The group held the following financial instruments at fair value. There have been no transfers of assets or liabilities between levels of the fair value hierarchy and there are no non-recurring fair value measurements.
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Financial assets | |||
Derivative instruments in designated hedge accounting relationships | 3,459 | 292 | 2,482 |
Prepaid deferred consideration (note 15) | 1,200 | - | 4,479 |
Loans and receivables (including cash and cash equivalents) | 81,563 | 85,370 | 78,360 |
86,222 | 85,662 | 85,321 | |
Financial liabilities | |||
Derivative instruments in designated hedge accounting relationships | (742) | (4,001) | (909) |
Acquisition commitments (note 15) (Level 3) | (14,747) | (10,895) | (15,037) |
Deferred consideration (note 15) (Level 3) | (10,456) | (4,165) | (16,125) |
Loans and payables (including overdrafts) | (106,897) | (128,464) | (103,862) |
(132,842) | (147,525) | (135,933) |
The fair value of the financial assets and liabilities above are classified as level 2 in the fair value hierarchy other than acquisition commitments and deferred consideration which are classified as level 3. The directors consider that the carrying value amounts of financial assets and liabilities are equal to their fair value.
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined 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; and
· Interest rate swaps are measured at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from quoted interest rates.
Level 3
· If one or more significant inputs are not based on observable market data, the instrument is included in level 3.
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. Such financial assets and financial liabilities include cash and cash equivalents, receivables, prepayments, accrued income, payables and loans.
14 Called up share capital
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Allotted, called up and fully paid | |||
128,121,132 ordinary shares of 0.25p each (March 2013: 126,063,423 ordinary shares of 0.25p each) (September 2013: 126,457,324 ordinary shares of 0.25p each) | 320 | 315 | 316 |
During the period, 1,663,808 ordinary shares of 0.25p each with an aggregate nominal value of £4,160 were issued following the exercise of share options granted under the company's share option schemes for a cash consideration of £272,083.
15 Acquisition commitments and deferred consideration
The group is party to contingent consideration arrangements in the form of both acquisition commitments and deferred consideration payments. IAS 39 'Financial Instruments' requires the group to recognise the discounted present value of the contingent consideration. This discount is unwound as a notional interest charge to the Income Statement. The group regularly performs a review of the underlying businesses to assess the impact on the fair value of the contingent consideration. Any resultant change in these fair values is reported as a finance income or expense in the Income Statement.
Acquisition commitments | Deferred consideration | |||||
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | 2014 | 2013 | 2013 | |
£000's | £000's | £000's | £000's | £000's | £000's | |
At October 1 | 15,037 | 7,868 | 7,868 | 11,646 | 77 | 77 |
Additions from acquisitions during the period | - | 393 | 4,404 | - | 6,565 | 12,177 |
Net movements during the period (note 5) | (480) | 1,612 | 1,619 | (400) | 129 | 3,887 |
Imputed interest (note 5) | 756 | 429 | 1,269 | 735 | - | 834 |
Exercise of commitments | (247) | (82) | (82) | - | - | - |
Paid during the period | - | - | - | (2,725) | (2,606) | (5,329) |
Exchange differences to reserves | (319) | 675 | (41) | - | - | - |
At end of period | 14,747 | 10,895 | 15,037 | 9,256 | 4,165 | 11,646 |
Exchange differences to reserves were recorded within net exchange differences on translation of net investments in overseas subsidiary undertakings in the Condensed Consolidated Statement of Comprehensive Income.
15 Acquisition commitments and deferred consideration continued
Reconciliation of finance income and expense (note 5):
Acquisition commitments | Deferred consideration | |||||
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | 2014 | 2013 | 2013 | |
£000's | £000's | £000's | £000's | £000's | £000's | |
Net movements during the period | (480) | 1,612 | 1,619 | (400) | 129 | 3,887 |
Imputed interest | 756 | 429 | 1,269 | 735 | - | 834 |
Net expense included in finance income and expense | 276 | 2,041 | 2,888 | 335 | 129 | 4,721 |
Unrealised (income)/expense included in net movements during the period | (465) | 1,634 | 1,641 | (362) | 129 | 3,887 |
Maturity profile of contingent consideration:
Acquisition commitments | Deferred consideration | |||||
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | |
2014 | 2013 | 2013 | 2014 | 2013 | 2013 | |
£000's | £000's | £000's | £000's | £000's | £000's | |
Prepayments (included in trade and other receivables) | - | - | - | (1,200) | - | (4,479) |
Within one year (included in current liabilities) | 2,347 | 234 | 539 | 10,456 | 251 | 7,040 |
In more than one year (included in non-current liabilities) | 12,400 | 10,661 | 14,498 | - | 3,914 | 9,085 |
14,747 | 10,895 | 15,037 | 9,256 | 4,165 | 11,646 |
The prepayment represents deferred consideration paid in advance into escrow following the acquisitions of Insider Publishing (£1,200,000 (March 2013: £nil; September 2013: £2,400,000)) and CIE (£nil (March 2013: £nil; September 2013: A$3,600,000 (£2,079,000))).
There is a deferred tax asset of £74,000 (March 2013: £nil; September 2013: £168,000) related to the acquisition commitments.
15 Acquisition commitments and deferred consideration continued
The value of the acquisition commitments and acquisition deferred consideration is subject to a number of assumptions. The potential undiscounted amount of all future payments that the group could be required to make under the contingent consideration arrangements is as follows:
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | ||||
2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |
£000's | £000's | £000's | £000's | £000's | £000's | |
Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | |
£000's | £000's | £000's | £000's | £000's | £000's | |
NDR | 36,372 | - | 39,933 | - | 37,445 | - |
Insider Publishing | 12,853 | - | 16,852 | - | 16,601 | - |
TTI/Vanguard | 3,915 | - | 4,568 | - | 4,284 | - |
CIE | 5,835 | - | - | - | 11,086 | - |
58,975 | - | 61,353 | - | 69,416 | - |
The discounted acquisition commitments and deferred consideration are based on pre-determined multiples of future profits of the businesses, and has been estimated on an acquisition by acquisition basis using available performance forecasts. The directors derive their estimates from internal business plans and financial due diligence. At March 31 2014, the weighted average growth rates used in estimating the expected profits range was 19.8%.
A one percentage point increase or decrease in the growth rate in estimating the expected profits, results in the acquisition commitment and deferred consideration liability at March 31 2014 increasing or decreasing by £205,000 and £250,000 respectively with the corresponding change to the value at March 31 2014 charged or credited to the Income Statement in future periods.
16 Contingent liabilities
Claims in Malaysia
Four writs claiming damages for libel were issued in Malaysia against the company and three of its employees in respect of an article published in one of the company's magazines, International Commercial Litigation, in November 1995. The writs were served on the company on October 22 1996. Two of these writs have been discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian ringgits 82.6 million (£15,169,000). No provision has been made for these claims in these financial statements as the directors do not believe the company has any material liability in respect of these writs.
17 Related party transactions
The group has taken advantage of the exemption allowed under IAS 24 'Related party disclosures' not to disclose transactions and balances between group companies that have been eliminated on consolidation. Other related party transactions and balances are detailed below:
(i) The group had borrowings under a US$160 million multi-currency facility with Daily Mail and General Holdings Limited (DMGH), a Daily Mail and General Trust plc (DMGT) group company, as follows:
Unaudited as at March 31 | Unaudited as at March 31 | Unaudited as at March 31 | Unaudited as at March 31 | Audited as at Sept 30 | Audited as at Sept 30 | |
2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |
US$000's | £000's | US$000's | £000's | US$000's | £000's | |
Amounts owing in US$ at end of period | 34,367 | 20,614 | 55,005 | 36,223 | 34,782 | 21,478 |
Amounts owing in GBP at end of period | - | 22,200 | - | 18,310 | - | - |
Amounts due under current account facility at end of period | (1,148) | (689) | - | - | (2,108) | (1,301) |
42,125 | 54,533 | 20,177 | ||||
Fees on the available facility for the period | - | 239 | - | 421 | - | 856 |
17 Related party transactions continued
(ii) During the period the group expensed services provided by DMGT, the group's parent, and other fellow group companies, as follows:
Unaudited six months ended March 31 | Unaudited six months ended March 31 | Audited year ended Sept 30 | ||
2014 | 2013 | 2013 | ||
£000's | £000's | £000's | ||
Services expensed | 252 | 212 | 424 |
(iii) The group had fixed rate interest rate swaps outstanding with DMGH, a fellow group company, as follows:
Unaudited as at March 31 | Unaudited as at March 31 | Unaudited as at March 31 | Unaudited as at March 31 | Audited as at Sept 30 | Audited as at Sept 30 | |
2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |
US$000's | £000's | US$000's | £000's | US$000's | £000's | |
US$ fixed rate interest rate swaps | ||||||
(2013: Interest rate of 2.5% and termination date of September 30 2013) | - | - | 10,000 | 6,585 | - | - |
During the period the group paid interest to DMGH and related companies in respect of interest rate swaps as follows:
Unaudited as at March 31 | Unaudited as at March 31 | Unaudited as at March 31 | Unaudited as at March 31 | Audited as at Sept 30 | Audited as at Sept 30 | |
2014 | 2014 | 2013 | 2013 | 2013 | 2013 | |
US$000's | £000's | US$000's | £000's | US$000's | £000's | |
US$ interest paid | - | - | 549 | 345 | 963 | 617 |
GBP interest paid | - | - | - | 50 | - | 50 |
(iv) During the period DMGT group companies surrendered tax losses to Euromoney Consortium Limited under an agreement between the two groups. These tax losses are relievable against UK taxable profits of the group under HMRC's consortium relief rules:
Unaudited as at March 31 | Unaudited as at March 31 | Audited as at Sept 30 | |
2014 | 2013 | 2013 | |
£000's | £000's | £000's | |
Amounts payable | 1,091 | 799 | 1,971 |
Tax losses with tax value | 1,454 | 1,065 | 2,628 |
Amounts owed to DMGT group at end of period | 1,091 | 799 | - |
(v) During the period DMGT group companies surrendered tax losses to Euromoney Consortium 2 Limited under an agreement between the two groups. These tax losses are relievable against UK taxable profits of the group under HMRC's consortium relief rules:
Unaudited as at March 31 | Unaudited as at March 31 | Audited as at Sept 30 | ||
2014 | 2013 | 2013 | ||
£000's | £000's | £000's | ||
Amounts payable | 169 | 191 | 565 | |
Tax losses with tax value | 226 | 255 | 754 | |
Amounts owed to DMGT group at end of period | 169 | 191 | 473 |
18 Events after the balance sheet date
Sale of business
MIS Training Institute Holdings, Inc. (MIS Training)
On April 1 2014, the group sold 100% of the equity share capital of MIS Training for an initial cash consideration of US$11,000,000 (£6,600,000), and an expected further deferred consideration of US$4,000,000 (£2,400,000) is receivable depending on future performance. The sale will give rise to an exceptional profit on disposal, after deducting disposal costs already incurred, of approximately £7,000,000 which will be recognised in the second half. Accordingly the assets and liabilities of the business have been disclosed separately on the face of the Condensed Consolidated Statement of Financial Position.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) these Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 'Interim Financial Reporting';
(b) this Interim Financial 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 Interim Financial 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,
Christopher Fordham
Director
May 14 2014
Colin Jones
Director
May 14 2014
Independent Review Report to Euromoney Institutional Investor PLC
We have been engaged by the company to review the condensed set of financial statements in the Condensed Consolidated Interim Financial Report for the six months ended March 31 2014 which comprises the Condensed Consolidated Income Statement, the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Statement of Changes in Equity, the Condensed Consolidated Statement of Cash Flows, and related notes 1 to 18. We have read the other information contained in the Condensed Consolidated Interim Financial Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company 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. Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The Interim Financial Report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Condensed Consolidated Interim Financial Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The Condensed Consolidated Interim Financial Report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting,' as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the Condensed Consolidated Interim Financial Report based on our review.
Scope of review
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 inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the Condensed Consolidated Interim Financial Report for the six months ended March 31 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
May 14 2014
Directors and Advisors
Executive Directors |
PR Ensor (Chairman) ‡ |
CHC Fordham (Managing Director) ‡ |
CR Jones (Finance Director) |
NF Osborn |
DC Cohen |
DE Alfano |
JL Wilkinson |
B AL-Rehany |
Non-executive Directors |
The Viscount Rothermere ‡ |
Sir Patrick Sergeant ‡ |
JC Botts †‡§ |
MWH Morgan †‡ |
DP Pritchard §† |
ART Ballingal |
TP Hillgarth § |
† member of the remuneration committee |
‡ member of the nominations committee |
§ member of the audit committee |
President Sir Patrick Sergeant |
Company Secretary B Hennigan |
Registered Office Nestor House, Playhouse Yard, London EC4V 5EX |
Registered Number 954730 |
Auditor Deloitte LLP, 2 New Street Square, London EC4A 3BZ |
Solicitors Nabarro, Lacon House, Theobald's Road, London WC1X 8RW |
Brokers UBS, 1 Finsbury Avenue, London EC2M 2PP |
Registrars Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA |
Financial Calendar and Shareholder Information
2014 interim results announcement | Thursday May 15 2014 |
Interim dividend ex-dividend date | Wednesday May 21 2014 |
Interim dividend record date | Friday May 23 2014 |
Payment of 2014 interim dividend | Thursday June 19 2014 |
Interim Management Statement | Thursday July 17 2014* |
2014 final results announcement | Thursday November 20 2014* |
Final dividend ex-dividend date | Wednesday November 26 2014* |
Final dividend record date | Friday November 28 2014* |
Interim Management Statement | Thursday January 29 2015* |
2015 AGM (approval of final dividend) | Thursday January 29 2015* |
Payment of final dividend | Thursday February 12 2015* |
Loan note interest paid to holders of loan notes on | Monday June 30 2014 |
Wednesday December 31 2014 |
* Provisional dates and are subject to change.
Shareholder information
Administrative enquiries about a holding of Euromoney Institutional Investor PLC shares should be directed in the first instance to the company's registrars whose address is:
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Tel: 0871 384 2951 (calls cost 8p per minute plus network extras. Lines open 8:30am to 5:30pm, Monday to Friday).
Overseas Tel: (00) 44 121 415 0246.
Web: www.shareview.co.uk
Loan note redemption information
Loan notes can be redeemed twice a year on the interest payment dates above by depositing the Notice of Repayment printed on the Loan Note Certificate at the company's registered office. At least 20 business days' written notice prior to the redemption date is required.
Registered office
Nestor House
Playhouse Yard
Blackfriars
London
EC4V 5EX
Related Shares:
DMGT.LERM.L