17th May 2012 07:00
EMBARGOED - NOT FOR RELEASE UNTIL 7am on 17/5/12
May 17 2012
EUROMONEY INSTITUTIONAL INVESTOR PLC
INTERIM FINANCIAL REPORT FOR THE SIX MONTHS TO MARCH 31 2012
Highlights | 2012 | 2011 | Change | ||||||||
Revenue | £189.4 | m | £167.6 | m | 13% | ||||||
Adjusted results: | |||||||||||
• Adjusted operating profit | £56.7 | m | £49.8 | m | 14% | ||||||
• Adjusted profit before tax | £48.6 | m | £41.6 | m | 17% | ||||||
• Adjusted diluted earnings a share | 29.7 | p | 25.7 | p | 16% | ||||||
Statutory results: | |||||||||||
• Operating profit | £43.6 | m | £38.0 | m | 15% | ||||||
• Profit before tax | £39.8 | m | £32.7 | m | 22% | ||||||
• Diluted earnings a share | 22.5 | p | 17.9 | p | 26% | ||||||
Net debt* | £88.5 | m | £119.2 | m | (£30.7m) | ||||||
Interim dividend | 7.00 | p | 6.25 | p | 12% | ||||||
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 2011
·; Revenues up 13% to £189.4m
·; Subscriptions 53% of group revenues
·; Adjusted profit before tax up 17% to £48.6m
·; Adjusted operating margin unchanged at 30%
·; Emerging markets continue to drive growth
·; Net debt reduced by £30m, now less than 1x EBITDA
·; Interim dividend increased by 12% to 7p a share
·; Successful integration of NDR and Global Grain acquisitions
·; Third quarter trading in line with board's expectations
Commenting on the first half results, chairman Padraic Fallon said:
"The company delivered strong organic growth, as well as the benefits of acquisitions. Research and data revenue growth of 33% highlights the group's progress to an online information business.
"The outlook for financial markets still looks tough, particularly in the Eurozone. In contrast, sentiment in US markets is improving, and emerging markets remain in reasonable health as measures to control inflation in key markets such as China appear to be working. Overall trading remains in line with the board's expectations."
Highlights
Euromoney Institutional Investor PLC, the international publishing, events and electronic information group, achieved an adjusted profit before tax of £48.6m for the six months to March 31 2012, against £41.6m for the same period in 2011. Adjusted diluted earnings a share increased by 16% to 29.7p (2011: 25.7p) and the board has approved a 12% increase in the interim dividend to 7p (2011: 6.25p) a share to be paid to shareholders on July 19 2012.
Total revenues for the period increased by 13% to £189.4m. Underlying revenues, excluding acquisitions, increased by 5%. Headline subscription revenues increased by 22% and accounted for 53% (2011: 49%) of the group's revenues for the period. Underlying subscription revenues increased by 7%, continuing the good growth momentum from 2011.
The adjusted operating margin was unchanged at 30%. Costs, particularly headcount, have been tightly controlled. At the same time, the group has continued to invest in technology and new products as part of its online growth strategy.
Net debt at March 31 was £88.5m compared with £119.2m at year end. The reduction in net debt largely reflects the continued strong operating cash flows of the group. The only significant capital outflow in the period was £5.7m for the acquisition of the Global Grain event business in February. Net debt has fallen to less than one times EBITDA, leaving plenty of headroom for the group to pursue its selective acquisition strategy.
The outlook for financial markets remains challenging. The continuing uncertainty over the future of the Eurozone, along with increasing political instability in the region, is holding back growth and causing European financial institutions to implement tough cost measures. In contrast, sentiment for US markets is improving, and emerging markets remain in reasonable health as measures to control inflation in key markets such as China appear to be working.
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 subscription products; using technology efficiently to assist the online migration of the group's print products as well as developing new electronic information services; investing in products of the highest quality; eliminating products with a low margin or too high a dependence on advertising; maintaining tight cost control at all times; retaining and fostering an entrepreneurial culture; and using a healthy balance sheet and strong cash flows to fund selective acquisitions.
Driving revenue growth from existing as well as new products is a key part of the group's strategy. Since 2010, the group has been investing heavily in technology and content delivery platforms, particularly for the mobile user, and in new digital products as part of its transition to an online information business. The level of investment has continued at a similar rate to last year with nearly £5m (2011: £4m) expensed on technology and new products. Steady investment alongside the tight control of other costs underpins the group's strategy for managing its margins.
Acquisitions remain a key part of our strategy and in February the group completed the purchase of Global Grain for £5.7m. Global Grain Geneva is the world's leading event for international grain traders, run in November each year. The group has a successful record of building fast growing global event businesses, with Coaltrans Conferences and Metal Bulletin Events being two striking examples. The plan is to do the same with Global Grain and an event for the Asia-Pacific region was launched successfully in March.
Meanwhile Ned Davis Research (NDR), acquired for £68m in August 2011, has been integrated successfully with the rest of the group including the restructuring of the sales teams and consolidation of the back office functions ahead of time. The focus now is on driving the revenue growth of NDR through an expanded sales team and building a range of new international research products. With its strong cash flows and net debt below one times EBITDA, the group has significant funding capacity for further acquisitions.
Trading Review
Total revenues for the period increased by 13% to £189.4m. Underlying revenues, excluding the impact of last year's acquisition of NDR, increased by 5%. Although the group derives a significant proportion of its revenues in foreign currencies, movements in exchange rates had no material impact on underlying revenues in this period.
HY2012 | HY2011 | Headline change | Change at constant exchange rates | |||
Revenues | £m | £m | Q1 | Q2 | H1 | H1 |
Subscriptions | 100.2 | 82.0 | 25% | 20% | 22% | 22% |
Advertising | 24.9 | 27.3 | (13%) | (4%) | (9%) | (9%) |
Sponsorship | 20.5 | 20.4 | 2% | (1%) | 1% | - |
Delegates | 41.1 | 34.5 | 10% | 30% | 19% | 19% |
Other/closed | 4.8 | 4.8 | (13%) | 21% | - | - |
Foreign exchange losses on forward currency contracts | (2.1) | (1.4) | - | - | - | - |
Total revenues | 189.4 | 167.6 | 11% | 16% | 13% | 13% |
Headline subscription revenues increased by 22%, and accounted for 53% (2011: 49%) of the group's revenues for the period. Underlying subscription revenues, excluding NDR, increased by 7%, continuing the good momentum from 2011. Once again, the subscription growth has been driven largely by the group's electronic information services such as BCA Research and CEIC Data.
The performance of advertising and sponsorship revenues reflects the continuing uncertainty and volatility in financial markets, with global financial institutions exerting tighter controls over headcount and marketing costs. Pressure on these revenue streams was first felt in the final quarter of financial year 2011 and has continued, although the improvement in advertising revenues at the end of the second quarter reversed the negative trend.
The stronger performance of delegate revenues in the second quarter was mostly due to timing differences on events and the impact of the political unrest in the Middle East on delegate bookings last year: the underlying increase in delegate revenues in this period was 6% against 10% in the first quarter.
The adjusted operating margin was unchanged at 30%. Costs have been tightly controlled and permanent headcount increased by just three to 2,114 people in the first half. At the same time, the group has continued to invest in technology and new products at a similar level to year as part of its online growth strategy.
Business Review
Financial Publishing: revenues fell by 7% to £36.5m and adjusted operating profits by 12% to £10.9m. Both revenues and margins have felt the impact of reductions in advertising spend, particularly among the global financial institutions, although advertising from emerging markets has held up well for titles such as Euromoney. At the same time, the businesses have continued to invest in their migration to a digital publishing model.
Business Publishing: the group's activities in non-financial sectors of the market, particularly commodities, energy and legal, have proved more robust, partly because they are less dependent on print advertising. Revenues increased by 6% to £27.5m with Metal Bulletin the strongest performer. Adjusted operating profits were unchanged at £9.3m reflecting the further investment in digital publishing.
Training: revenues fell by 4% to £15.1m and adjusted operating profits by 22% to £2.9m. Training has the largest exposure of the group's divisions to emerging markets, and most of the businesses have held up well with underlying growth from markets such as the Middle East which suffered during the last year's political unrest. The sharp fall in margins was attributable to the completion at the end of last year of a long-term training contract in Asia.
Conferences and Seminars: the event businesses have continued to be a key driver of the group's growth, with revenues up 22% to £46.7m and adjusted operating profits up 30% to £15.8m. Signs of tighter budgets for event sponsorship were first seen last summer, and sponsorship revenues for the period were flat. The growth has come from delegate-driven events, both in finance including the European Airfinance Conference and IMN's ABS East Conference as well as from some of the group's largest events in areas outside finance including the Coaltrans World Coal Conference and Metal Bulletin's International Ferro-Alloys Conference. Timing differences on events in the second quarter also contributed to the revenue growth, including a couple of biennial events run this year and other events brought forward from April to March. The underlying increase in event revenues was approximately 10%.
Research and Data: revenues are predominantly derived from subscriptions and increased by 33% to £65.8m. Underlying growth excluding NDR was 8%. The main driver of growth in this division is BCA, the independent macroeconomic research house, which has continued to maintain a high renewal rate reflecting the strong customer loyalty to its products. Good growth has also come from CEIC, the emerging market data provider, and the capital market databases run as a joint venture with Dealogic. Last year saw significant investment in BCA and CEIC to drive future growth, and although that investment continues, the lower levels of spend have helped the adjusted operating margin for the division improve to 43%. Adjusted operating profits including the contribution from NDR were £28.3m, meaning research and data activities now account for half the group's adjusted operating profits, against only 12% in 2006.
Financial Review
The adjusted profit before tax of £48.6m compares to a statutory profit before tax of £39.8m. The statutory profit before tax is usually lower than the adjusted profit before tax because of the impact of acquired intangible amortisation. A detailed reconciliation of the group's adjusted and statutory results is set out in the appendix to this statement.
Adjusted net finance costs for the group's committed borrowing facility fell by £0.3m to £3.3m. The average cost of funds for the period was 4.6% (2011: 5.6%). Headline net finance costs of £3.8m (2011: £5.3m) include a £0.5m charge for imputed interest on acquisition option commitment values.
The adjusted effective tax rate for the first half was 24%, against 26% for the same period in 2011. The adjusted effective tax rate for the full year is expected to be 23%. The tax rate in each period depends mainly on the geographic mix of profits and continues to benefit from reductions in UK and Canadian corporate tax rates.
The group continues to generate nearly two thirds of its revenues, including approximately 30% of its UK revenues, and more than half of its operating profits in US dollars. The average sterling-US dollar rate for the six months to March 31 was $1.58 (2011: $1.59) and therefore the impact of exchange rate movements on headline revenues and on the translation of overseas profits was not significant. The average US dollar rate in the second half of financial year 2011 was $1.63.
Net Debt, Cash Flow and Dividend
Net debt at March 31 was £88.5m compared with £119.2m at year end. The only significant capital outflow in the period was the £5.7m payment for the acquisition of the Global Grain event businesses. Operating cash flows in the first half are traditionally less than in the second due to the payment for annual profit shares which is normally made in December. Cash generated from operations was £49.4m (2011: £51.9m) and the operating cash conversion rate was 87% (2011: 104%). The stronger cash generation and conversion numbers in financial year 2011 were due to the timing of cash payments for profit shares in that year.
The group's debt is provided through a $300m (£189m) multi-currency committed facility from Daily Mail and General Trust plc (DMGT), the group's parent, which expires in December 2013. In the absence of any significant acquisitions, the group has no pressing requirement to arrange new finance before this facility expires. However, the group has agreed terms with DMGT that provide it with access to a new $300m facility for the period from January 2014 through April 2016 should it be required. The group manages its borrowings to a net debt to EBITDA limit of three times. The ratio at the end of March was 0.8 times against 1.0 times at year end.
The company's policy is to distribute a third of its after-tax earnings by way of dividends each year, with approximately one third of the total dividend paid as an interim. Pursuant to this policy, the board has approved a 12% increase in the interim dividend to 7p a share, to be paid on July 19 to shareholders on the register on May 25. A scrip dividend alternative will again be offered to shareholders for the interim dividend. However, recent acceptance levels for the scrip dividend alternative have been lower than expected and the board does not expect to offer the scrip alternative with future dividends.
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 £100m CAP profit target, defined as adjusted profit before tax and before CAP expense, was achieved in financial year 2011, two years earlier than expected. However, individual CAP awards will be based on profits for financial year 2012 and the first tranche of CAP awards will therefore not vest until February 2013. The second tranche of CAP awards will only vest if the revised CAP profit target of £105m, which was increased following the acquisition of NDR, is achieved in financial year 2012 or later. Awards under the CAP will be satisfied by the issue of approximately 3.5 million new ordinary shares and £15m cash, in two roughly equal tranches.
The earlier than expected achievement of the CAP profit target triggered an additional accelerated CAP expense of £6.6m in financial year 2011, with a corresponding reduction in the expected CAP expense for financial years 2012, 2013 and 2014 of £1.1m, £3.8m and £1.7m respectively. The board excluded this additional accelerated CAP expense from the adjusted diluted earnings a share figure used for setting the 2011 dividend, and intends to apply the same treatment to the reduction in CAP expense for setting future dividends.
The long-term incentive expense for the period to March 31 was £5.0m (2011: £4.7m). The expected expense for the second half is only £2.0m. The first half weighting of the expense reflects the accelerated vesting for accounting purposes under IFRS 2 after the CAP profit target was achieved earlier than expected.
Outlook
The outlook for financial markets remains challenging. The continuing uncertainty over the future of the Eurozone, along with increasing political instability in the region, is holding back growth and causing European financial institutions to implement tough cost measures. In contrast, sentiment for US markets is improving, and emerging markets remain in reasonable health as measures to control inflation in key markets such as China appear to be working.
Underlying revenues in April (after adjusting for timing differences) increased by 6% compared to a year ago. Recent sales trends suggest the outlook for advertising and sponsorship revenues remains challenging but forward revenue visibility for the group's events businesses, for which the third quarter is the most important, is encouraging. The rate of growth in subscription revenues is expected to fall in the second half, albeit only gradually, as growth comparisons become tougher. Overall trading remains in line with the board's expectations.
The group has a successful and sustainable strategy and will continue to invest in technology and new digital publishing models as it drives its transition to a global online information business, at the same time as managing its margins and using its strong cash flows to pursue further acquisitions.
Padraic Fallon
Chairman
May 16 2012
END
For further information, please contact:
Euromoney Institutional Investor PLC
Padraic Fallon, Chairman: +44 20 7779 8556; [email protected]
Richard Ensor, Managing Director: +44 20 7779 8845; [email protected]
Colin Jones, Finance Director: +44 20 7779 8845; [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 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 on-line format including Euromoney, Institutional Investor and Metal Bulletin, and is a leading provider of electronic research and data under the BCA Research, Ned Davis Research and ISI Emerging Markets 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 and more than a third of its revenues are derived from emerging markets.
Appendix to Chairman's Statement
Reconciliation of Condensed Consolidated Income Statement to adjusted results for the six months ended March 31 2012
The reconciliation below sets out the adjusted results of the group and the related adjustments to the statutory Income Statement that the directors consider necessary in order to provide an indication of the adjusted trading performance.
Unaudited | Unaudited | Audited | ||||||||||
six months | six months | year | ||||||||||
ended | ended | ended | ||||||||||
March 31 | March 31 | Sept 30 | ||||||||||
2012 | 2011 | 2011 | ||||||||||
Adjusted | Adjustments | Total | Adjusted | Adjustments | Total | Adjusted | Adjustments | Total | ||||
Notes | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |||
Total revenue | 2 | 189,437 | - | 189,437 | 167,579 | - | 167,579 | 363,142 | - | 363,142 | ||
Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items | 2 | 56,652 | - | 56,652 | 49,809 | - | 49,809 | 108,967 | - | 108,967 | ||
Acquired intangible amortisation | - | (7,728) | (7,728) | - | (5,814) | (5,814) | - | (12,221) | (12,221) | |||
Long-term incentive expense | (5,047) | - | (5,047) | (4,717) | - | (4,717) | (9,491) | - | (9,491) | |||
Additional accelerated long-term incentive expense | - | - | - | - | - | - | - | (6,603) | (6,603) | |||
Exceptional items | 4 | - | (517) | (517) | - | (1,424) | (1,424) | - | (3,295) | (3,295) | ||
Operating profit before associates | 51,605 | (8,245) | 43,360 | 45,092 | (7,238) | 37,854 | 99,476 | (22,119) | 77,357 | |||
Share of profits in associates | 289 | - | 289 | 147 | - | 147 | 408 | - | 408 | |||
Operating profit | 51,894 | (8,245) | 43,649 | 45,239 | (7,238) | 38,001 | 99,884 | (22,119) | 77,765 | |||
Finance income | 5 | 755 | - | 755 | 880 | 183 | 1,063 | 1,761 | - | 1,761 | ||
Finance expense | 5 | (4,057) | (513) | (4,570) | (4,514) | (1,830) | (6,344) | (8,961) | (2,368) | (11,329) | ||
Net finance costs | (3,302) | (513) | (3,815) | (3,634) | (1,647) | (5,281) | (7,200) | (2,368) | (9,568) | |||
Profit before tax | 48,592 | (8,758) | 39,834 | 41,605 | (8,885) | 32,720 | 92,684 | (24,487) | 68,197 | |||
Tax expense on profit | 6 | (11,721) | (139) | (11,860) | (10,866) | (413) | (11,279) | (24,164) | 1,637 | (22,527) | ||
Profit after tax | 2 | 36,871 | (8,897) | 27,974 | 30,739 | (9,298) | 21,441 | 68,520 | (22,850) | 45,670 | ||
Attributable to: | ||||||||||||
Equity holders of the parent | 36,764 | (8,897) | 27,867 | 30,711 | (9,298) | 21,413 | 68,441 | (22,850) | 45,591 | |||
Equity non-controlling interests | 107 | - | 107 | 28 | - | 28 | 79 | - | 79 | |||
36,871 | (8,897) | 27,974 | 30,739 | (9,298) | 21,441 | 68,520 | (22,850) | 45,670 | ||||
Diluted earnings per share - continuing operations | 8 | 29.72p | (7.19)p | 22.53p | 25.70p | (7.78)p | 17.92p | 56.05p | (18.71)p | 37.34p |
Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising brands, trademarks, databases and customer relationships) and goodwill impairment, additional accelerated long-term incentive expense, restructuring and other exceptional operating costs, movements in deferred consideration, and non-cash movements on acquisition option commitment values. In respect of earnings, adjusted amounts reflect a tax rate that includes the current tax effect of the amortisation of goodwill and intangible assets.
Further analysis of the adjusting items is presented in notes 4, 5, 6 and 8 to the Condensed Consolidated Interim Financial Report.
Condensed Consolidated Income Statement
for the six months ended March 31 2012
Unaudited | Unaudited | Audited | |||||
six months | six months | year | |||||
ended | ended | ended | |||||
March 31 | March 31 | Sept 30 | |||||
2012 | 2011 | 2011 | |||||
Notes | £000's | £000's | £000's | ||||
Total revenue | 2 | 189,437 | 167,579 | 363,142 | |||
Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items | 2 | 56,652 | 49,809 | 108,967 | |||
Acquired intangible amortisation | (7,728) | (5,814) | (12,221) | ||||
Long-term incentive expense | (5,047) | (4,717) | (9,491) | ||||
Additional accelerated long-term incentive expense | - | - | (6,603) | ||||
Exceptional items | 4 | (517) | (1,424) | (3,295) | |||
Operating profit before associates | 43,360 | 37,854 | 77,357 | ||||
Share of results in associates | 289 | 147 | 408 | ||||
Operating profit | 43,649 | 38,001 | 77,765 | ||||
Finance income | 5 | 755 | 1,063 | 1,761 | |||
Finance expense | 5 | (4,570) | (6,344) | (11,329) | |||
Net finance costs | (3,815) | (5,281) | (9,568) | ||||
Profit before tax | 39,834 | 32,720 | 68,197 | ||||
Tax expense on profit | 6 | (11,860) | (11,279) | (22,527) | |||
Profit after tax | 2 | 27,974 | 21,441 | 45,670 | |||
Attributable to: | |||||||
Equity holders of the parent | 27,867 | 21,413 | 45,591 | ||||
Equity non-controlling interests | 107 | 28 | 79 | ||||
27,974 | 21,441 | 45,670 | |||||
Basic earnings per share - continuing operations | 8 | 22.87p | 17.98p | 38.02p | |||
Diluted earnings per share - continuing operations | 8 | 22.53p | 17.92p | 37.34p | |||
Adjusted basic earnings per share | 8 | 30.18p | 25.79p | 57.09p | |||
Adjusted diluted earnings per share | 8 | 29.72p | 25.70p | 56.05p | |||
Dividend per share (including proposed dividends) | 7 | 7.00p | 6.25p | 18.75p |
A detailed reconciliation of the group's statutory results to the adjusted results is set out in the appendix to the Chairman's Statement on page 8.
Condensed Consolidated Statement of Comprehensive Income
for the six months ended March 31 2012
Unaudited | Unaudited | Audited | ||||
six months | six months | year | ||||
ended | ended | ended | ||||
March 31 | March 31 | Sept 30 | ||||
2012 | 2011 | 2011 | ||||
£000's | £000's | £000's | ||||
Profit after tax | 27,974 | 21,441 | 45,670 | |||
Change in fair value of cash flow hedges | 3,148 | 1,477 | (1,340) | |||
Transfer of loss/(gain) on cash flow hedges from fair value reserves to income statement: | ||||||
Foreign exchange losses in total revenue | 2,713 | 1,642 | 4,398 | |||
Foreign exchange losses/(gains) in operating profit | 45 | (730) | (695) | |||
Interest payable on committed borrowings | 586 | 2,106 | 3,985 | |||
Net exchange differences on translation of net investments in overseas subsidiary undertakings | (9,055) | (2,612) | 9,330 | |||
Net exchange differences on foreign currency loans | 4,006 | 332 | (5,691) | |||
Actuarial (losses)/gains on defined benefit pension scheme | (1,099) | 1,599 | (1,032) | |||
Tax on items above | (278) | (1,523) | 1,395 | |||
Other comprehensive income for the period | 66 | 2,291 | 10,350 | |||
Total comprehensive income for the period | 28,040 | 23,732 | 56,020 | |||
Attributable to: | ||||||
Equity holders of the parent | 27,805 | 23,704 | 55,923 | |||
Equity non-controlling interests | 235 | 28 | 97 | |||
28,040 | 23,732 | 56,020 | ||||
Condensed Consolidated Statement of Financial Position
as at March 31 2012
Unaudited | Unaudited | Audited | ||||||
as at | as at | as at | ||||||
March 31 | March 31 | Sept 30 | ||||||
2012 | 2011 | 2011 | ||||||
Notes | £000's | £000's | £000's | |||||
Non-current assets | ||||||||
Intangible assets | ||||||||
Goodwill | 10 | 334,969 | 294,552 | 336,632 | ||||
Other intangible assets | 10 | 143,896 | 117,873 | 153,410 | ||||
Property, plant and equipment | 19,346 | 19,215 | 20,390 | |||||
Investments in associates | 856 | 78 | - | |||||
Deferred tax assets | 13,083 | 13,642 | 13,216 | |||||
Net pension surplus | - | 399 | - | |||||
Derivative financial instruments | 249 | 370 | 218 | |||||
512,399 | 446,129 | 523,866 | ||||||
Current assets | ||||||||
Trade and other receivables | 68,913 | 65,725 | 71,417 | |||||
Current income tax assets | 5,794 | 5,446 | 9,803 | |||||
Cash at bank and in hand | 13,867 | 9,802 | 14,046 | |||||
Derivative financial instruments | 1,736 | 1,550 | 1,126 | |||||
90,310 | 82,523 | 96,392 | ||||||
Current liabilities | ||||||||
Acquisition option commitments | (5,073) | (828) | (852) | |||||
Trade and other payables | (36,163) | (30,547) | (29,970) | |||||
Current income tax liabilities | (10,283) | (5,628) | (8,044) | |||||
Group relief payable | (1,157) | - | (1,063) | |||||
Accruals | (37,949) | (36,112) | (56,249) | |||||
Deferred income | 11 | (114,347) | (108,500) | (105,507) | ||||
Derivative financial instruments | (1,433) | (7,754) | (6,275) | |||||
Provisions | (852) | (865) | (810) | |||||
Committed loan facility | - | - | (58,516) | |||||
Loan notes | (1,585) | (1,942) | (1,617) | |||||
Bank overdrafts | - | (201) | (1,549) | |||||
(208,842) | (192,377) | (270,452) | ||||||
Net current liabilities | (118,532) | (109,854) | (174,060) | |||||
Total assets less current liabilities | 393,867 | 336,275 | 349,806 | |||||
Non-current liabilities | ||||||||
Acquisition option commitments | (5,339) | - | (10,149) | |||||
Liability for cash-settled options and other non-current liabilities | (5,926) | (5,343) | (11,039) | |||||
Preference shares | (10) | - | (10) | |||||
Committed loan facility | (100,823) | (110,355) | (71,543) | |||||
Deferred tax liabilities | (20,910) | (20,890) | (22,225) | |||||
Net pension deficit | (2,647) | - | (1,899) | |||||
Derivative financial instruments | (554) | (2,583) | (1,970) | |||||
Provisions | (5,634) | (4,489) | (5,396) | |||||
(141,843) | (143,660) | (124,231) | ||||||
Net assets | 252,024 | 192,615 | 225,575 | |||||
Shareholders' equity | ||||||||
Called up share capital | 12 | 309 | 301 | 303 | ||||
Share premium account | 93,348 | 77,019 | 82,124 | |||||
Other reserve | 64,981 | 64,981 | 64,981 | |||||
Capital redemption reserve | 8 | 8 | 8 | |||||
Own shares | (74) | (74) | (74) | |||||
Reserve for share-based payments | 35,997 | 28,046 | 33,725 | |||||
Fair value reserve | (22,270) | (28,598) | (32,768) | |||||
Translation reserve | 46,033 | 43,292 | 55,216 | |||||
Retained earnings | 27,615 | 7,640 | 16,218 | |||||
Equity shareholders' surplus | 245,947 | 192,615 | 219,733 | |||||
Equity non-controlling interests | 6,077 | - | 5,842 | |||||
Total equity | 252,024 | 192,615 | 225,575 |
A reconciliation of net debt is set out in the note to the Condensed Consolidated Statement of Cash Flows on page 14.
Condensed Consolidated Statement of Changes in Equity
for the six months ended March 31 2012
Reserve | Equity | ||||||||||||||||||||||
Share | Capital | for share | Fair | non- | |||||||||||||||||||
Share | premium | Other | redemption | Own | -based | value | Translation | Retained | controlling | ||||||||||||||
capital | account | reserve | reserve | shares | payments | 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 2010 | 296 | 66,082 | 64,981 | 8 | (74) | 25,658 | (33,425) | 45,904 | 53 | 169,483 | - | 169,483 | |||||||||||
Retained profit for the year | - | - | - | - | - | - | - | - | 45,591 | 45,591 | 79 | 45,670 | |||||||||||
Change in fair value of cash flow hedges | - | - | - | - | - | - | (1,340) | - | - | (1,340) | - | (1,340) | |||||||||||
Transfer of loss on cash flow hedges from fair value reserves to income statement: | |||||||||||||||||||||||
Foreign exchange losses in total revenue | - | - | - | - | - | - | 4,398 | - | - | 4,398 | - | 4,398 | |||||||||||
Foreign exchange losses in operating profit | - | - | - | - | - | - | (695) | - | - | (695) | - | (695) | |||||||||||
Interest payable on committed borrowings | - | - | - | - | - | - | 3,985 | - | - | 3,985 | - | 3,985 | |||||||||||
Exchange differences arising on translation of net investments in overseas subsidiary undertakings | - | - | - | - | - | - | - | 9,312 | - | 9,312 | 18 | 9,330 | |||||||||||
Net exchange differences on foreign currency loans | - | - | - | - | - | - | (5,691) | - | - | (5,691) | - | (5,691) | |||||||||||
Actuarial losses on defined benefit pension schemes | - | - | - | - | - | - | - | - | (1,032) | (1,032) | - | (1,032) | |||||||||||
Tax on items taken directly to equity | - | - | - | - | - | - | - | - | 1,395 | 1,395 | - | 1,395 | |||||||||||
Total comprehensive income for the year | - | - | - | - | - | - | 657 | 9,312 | 45,954 | 55,923 | 97 | 56,020 | |||||||||||
Changes in ownership of subsidiaries | - | - | - | - | - | - | - | - | 1,091 | 1,091 | (208) | 883 | |||||||||||
Recognition of acquisition option commitments | - | - | - | - | - | - | - | - | (9,451) | (9,451) | - | (9,451) | |||||||||||
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | - | - | - | 5,981 | 5,981 | |||||||||||
Exercise of acquisition option commitments | - | - | - | - | - | - | - | - | 19 | 19 | (19) | - | |||||||||||
Credit for share-based payments | - | - | - | - | - | 8,067 | - | - | - | 8,067 | - | 8,067 | |||||||||||
Scrip/cash dividends paid | 6 | 15,325 | - | - | - | - | - | - | (21,448) | (6,117) | (28) | (6,145) | |||||||||||
Exercise of share options | 1 | 717 | - | - | - | - | - | - | - | 718 | 19 | 737 | |||||||||||
At September 30 2011 | 303 | 82,124 | 64,981 | 8 | (74) | 33,725 | (32,768) | 55,216 | 16,218 | 219,733 | 5,842 | 225,575 |
Reserve | Equity | ||||||||||||||||||||||
Share | Capital | for share | Fair | non- | |||||||||||||||||||
Share | premium | Other | redemption | Own | -based | value | Translation | Retained | controlling | ||||||||||||||
capital | account | reserve | reserve | shares | payments | 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 | ||||||||||||
Retained profit for the period | - | - | - | - | - | - | - | - | 27,867 | 27,867 | 107 | 27,974 | |||||||||||
Change in fair value of cash flow hedges | - | - | - | - | - | - | 3,148 | - | 3,148 | - | 3,148 | ||||||||||||
Transfer of loss on cash flow hedges from fair value reserves to income statement: | |||||||||||||||||||||||
Foreign exchange losses in total revenue | - | - | - | - | - | - | 2,713 | - | - | 2,713 | - | 2,713 | |||||||||||
Foreign exchange gains in operating profit | - | - | - | - | - | - | 45 | - | - | 45 | - | 45 | |||||||||||
Interest payable on committed borrowings | - | - | - | - | - | - | 586 | - | - | 586 | - | 586 | |||||||||||
Exchange differences arising on translation of net investments in overseas subsidiary undertakings | - | - | - | - | - | - | - | (9,183) | - | (9,183) | 128 | (9,055) | |||||||||||
Net exchange differences on foreign currency loans | - | - | - | - | - | - | 4,006 | - | - | 4,006 | - | 4,006 | |||||||||||
Actuarial gains on defined benefit pension schemes | - | - | - | - | - | - | - | - | (1,099) | (1,099) | - | (1,099) | |||||||||||
Tax on items taken directly to equity | - | - | - | - | - | - | - | - | (278) | (278) | - | (278) | |||||||||||
Total comprehensive income for the period | - | - | - | - | - | - | 10,498 | (9,183) | 26,490 | 27,805 | 235 | 28,040 | |||||||||||
Exercise of acquisition option commitments | - | - | - | - | - | - | - | - | 62 | 62 | (62) | - | |||||||||||
Credit for share-based payments | - | - | - | - | - | 2,272 | - | - | - | 2,272 | - | 2,272 | |||||||||||
Scrip/cash dividends paid | 4 | 10,392 | - | - | - | - | - | - | (15,155) | (4,759) | - | (4,759) | |||||||||||
Exercise of share options | 2 | 832 | - | - | - | - | - | - | - | 834 | 62 | 896 | |||||||||||
At March 31 2012 | 309 | 93,348 | 64,981 | 8 | (74) | 35,997 | (22,270) | 46,033 | 27,615 | 245,947 | 6,077 | 252,024 | |||||||||||
Reserve | Equity | ||||||||||||||||||||||
Share | Capital | for share | Fair | non- | |||||||||||||||||||
Share | premium | Other | redemption | Own | -based | value | Translation | Retained | controlling | ||||||||||||||
capital | account | reserve | reserve | shares | payments | 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 2010 | 296 | 66,082 | 64,981 | 8 | (74) | 25,658 | (33,425) | 45,904 | 53 | 169,483 | - | 169,483 | |||||||||||
Retained profit for the period | - | - | - | - | - | - | - | - | 21,413 | 21,413 | 28 | 21,441 | |||||||||||
Change in fair value of cash flow hedges | - | - | - | - | - | - | 1,477 | - | - | 1,477 | - | 1,477 | |||||||||||
Transfer of loss on cash flow hedges from fair value reserves to income statement: | |||||||||||||||||||||||
Foreign exchange losses in total revenue | - | - | - | - | - | - | 1,642 | - | - | 1,642 | - | 1,642 | |||||||||||
Foreign exchange gains in operating profit | - | - | - | - | - | - | (730) | - | - | (730) | - | (730) | |||||||||||
Interest payable on committed borrowings | - | - | - | - | - | - | 2,106 | - | - | 2,106 | - | 2,106 | |||||||||||
Exchange differences arising on translation of net investments in overseas subsidiary undertakings | - | - | - | - | - | - | - | (2,612) | - | (2,612) | - | (2,612) | |||||||||||
Net exchange differences on foreign currency loans | - | - | - | - | - | - | 332 | - | - | 332 | - | 332 | |||||||||||
Actuarial gains on defined benefit pension schemes | - | - | - | - | - | - | - | - | 1,599 | 1,599 | - | 1,599 | |||||||||||
Tax on items taken directly to equity | - | - | - | - | - | - | - | - | (1,523) | (1,523) | - | (1,523) | |||||||||||
Total comprehensive income for the period | - | - | - | - | - | - | 4,827 | (2,612) | 21,489 | 23,704 | 28 | 23,732 | |||||||||||
Exercise of acquisition option commitments | - | - | - | - | - | - | - | - | 19 | 19 | (19) | - | |||||||||||
Credit for share-based payments | - | - | - | - | - | 2,388 | - | - | - | 2,388 | - | 2,388 | |||||||||||
Scrip/cash dividends paid | 4 | 10,339 | - | - | - | - | - | - | (13,921) | (3,578) | (28) | (3,606) | |||||||||||
Exercise of share options | 1 | 598 | - | - | - | - | - | - | - | 599 | 19 | 618 | |||||||||||
At March 31 2011 | 301 | 77,019 | 64,981 | 8 | (74) | 28,046 | (28,598) | 43,292 | 7,640 | 192,615 | - | 192,615 |
Condensed Consolidated Statement of Cash Flows
for the six months ended March 31 2012
Unaudited | Unaudited | Audited | ||||
six months | six months | year | ||||
ended | ended | ended | ||||
March 31 | March 31 | Sept 30 | ||||
2012 | 2011 | 2011 | ||||
£000's | £000's | £000's | ||||
Cash flow from operating activities | ||||||
Operating profit | 43,649 | 38,001 | 77,765 | |||
Share of profits in associates | (289) | (147) | (408) | |||
Acquired intangible amortisation | 7,728 | 5,814 | 12,221 | |||
Licences and software amortisation | 179 | 146 | 302 | |||
Long-term incentive expense | 5,047 | 4,717 | 16,094 | |||
Intangible impairment | - | - | 120 | |||
Depreciation of property, plant and equipment | 1,780 | 1,258 | 2,651 | |||
Increase in provisions | 344 | 258 | 1,033 | |||
Loss on disposal of property, plant and equipment | - | 17 | 11 | |||
Operating cash flows before movements in working capital | 58,438 | 50,064 | 109,789 | |||
Increase/(decrease) in receivables | 2,297 | (2,012) | (7,464) | |||
(Decrease)/increase in payables | (11,350) | 3,882 | 15,645 | |||
Cash generated from operations | 49,385 | 51,934 | 117,970 | |||
Income taxes paid | (6,121) | (19,370) | (27,022) | |||
Group tax relief paid | (1,063) | - | - | |||
Net cash from operating activities | 42,201 | 32,564 | 90,948 | |||
Investing activities | ||||||
Dividends paid to non-controlling interests | - | (28) | (28) | |||
Dividends received from associate | - | 316 | 656 | |||
Interest received | 135 | 229 | 293 | |||
Purchase of intangible assets | (109) | (264) | (557) | |||
Purchase of property, plant and equipment | (872) | (1,133) | (2,112) | |||
Proceeds on disposal of property, plant and equipment | 1 | 22 | 95 | |||
(Payment)/receipt following working capital adjustment from purchase of subsidiary undertaking | (1,151) | 111 | - | |||
Purchase of subsidiary undertaking | (5,092) | - | (64,773) | |||
Purchase of associate | (567) | - | - | |||
Net cash used in investing activities | (7,655) | (747) | (66,426) | |||
Financing activities | ||||||
Dividends paid | (4,759) | (3,578) | (6,117) | |||
Interest paid | (2,685) | (3,666) | (6,644) | |||
Interest paid on loan notes | (7) | (10) | (17) | |||
Issue of new share capital | 834 | 600 | 718 | |||
Payment of acquisition deferred consideration | - | - | (2,423) | |||
Purchase of additional interest in subsidiary undertakings | (924) | (50) | (50) | |||
Proceeds from disposal of interest in subsidiary undertaking | - | - | 891 | |||
Proceeds received from non-controlling interest | 1,828 | - | - | |||
Settlement of derivative assets/liabilities | (332) | (746) | (746) | |||
Redemption of loan notes | (34) | (94) | (420) | |||
Loan repaid to DMGT group company | (56,211) | (133,871) | (506,567) | |||
Loan received from DMGT group company | 29,348 | 108,074 | 498,067 | |||
Net cash used in financing activities | (32,942) | (33,341) | (23,308) | |||
Net increase/(decrease) in cash and cash equivalents | 1,604 | (1,524) | 1,214 | |||
Cash and cash equivalents at beginning of period | 12,497 | 11,190 | 11,190 | |||
Effect of foreign exchange rate movements | (234) | (65) | 93 | |||
Cash and cash equivalents at end of period | 13,867 | 9,601 | 12,497 |
Cash and cash equivalents include bank overdrafts.
A reconciliation of net debt is set out in the note to this Condensed Consolidated Statement of Cash Flows.
Note to the Condensed Consolidated Statement of Cash Flows
Net debt
Unaudited | Unaudited | Audited | ||||
six months | six months | year | ||||
ended | ended | ended | ||||
March 31 | March 31 | Sept 30 | ||||
2012 | 2011 | 2011 | ||||
£000's | £000's | £000's | ||||
Net debt at beginning of period | (119,179) | (128,757) | (128,757) | |||
Increase/(decrease) in cash and cash equivalents | 1,604 | (1,524) | 1,214 | |||
Decrease in amounts owed to DMGT group company | 26,863 | 25,797 | 8,500 | |||
Redemption of loan notes | 34 | 94 | 420 | |||
Interest paid on loan notes | 7 | 10 | 17 | |||
Other non-cash changes | (8) | (7) | (15) | |||
Effect of foreign exchange rate movements | 2,138 | 1,691 | (558) | |||
Net debt at end of period | (88,541) | (102,696) | (119,179) | |||
Net debt comprises: | ||||||
Cash at bank and in hand | 13,867 | 9,802 | 14,046 | |||
Bank overdrafts | - | (201) | (1,549) | |||
Total cash and cash equivalents | 13,867 | 9,601 | 12,497 | |||
Committed loan facility | (100,823) | (110,355) | (130,059) | |||
Loan notes | (1,585) | (1,942) | (1,617) | |||
Net debt | (88,541) | (102,696) | (119,179) | |||
Other non-cash changes represent interest added to the principal amounts owed to DMGT and accrued interest on loan notes.
The group has a $300 million dedicated multi-currency borrowing facility with Daily Mail and General Trust plc group. The facility is divided into sterling and US dollar funds with a maximum total borrowing capacity of $250 million (£156 million) and £33 million. Interest is payable on this facility at a variable rate of between 1.4% and 3.0% above LIBOR dependant on the ratio of adjusted net debt to EBITDA. The facility's covenant requires the group's net debt to be no more than four times adjusted EBITDA on a rolling 12 month basis. Failure to satisfy this covenant 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 2012, the group's net debt to adjusted EBITDA was 0.76 times (March 2011: 1.03 times, September 2011: 1.01 times) and the committed undrawn facility available to the group was £89.0 million (March 2011: £142.0 million, September 2011: £127.9 million). The facility matures on December 31 2013. The group has agreed terms with DMGT that provide it with access to a new funding facility should the group require it during the period from January 2014 through to April 2016.
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 over 100% due to much of its subscription, sponsorship and delegate revenue being paid in advance. For the six months to March 31 2012 the group's cash conversion rate was 87% (March 2011: 104%). The stronger cash conversion number in financial year 2011 was due to the timing of cash payments for profit shares in that year.
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 16 2012.
These condensed consolidated financial statements have been prepared in accordance with the disclosure and transparency rules of the Financial Services 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 2011 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
These condensed consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments.
The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the group's latest annual audited financial statements. There were no relevant new standards, amendments or interpretations issued and applied in the six months to March 31 2012.
As at March 31 2011, an amount of £4.3 million has been reclassified from trade and other payable to liability for cash-settled options and other non-current liabilities.
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 on pages 2 to 7.
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 its dedicated multi-currency borrowing facility with Daily Mail and General Trust plc group (DMGT) put in place in 2008. The three year tranche of the facility (£65 million) matured on December 31 2011 and as intended was not renewed. The remaining funds drawn under the three year facility were rolled into the unused portion of the five year facility. The five year facility provides the group with a borrowing capacity of $300 million divided into sterling and US dollar funds with a maximum total borrowing of $250 million (£156 million) and £33 million and matures on December 31 2013. The facility's covenant requires the group's net debt to be no more than four times adjusted EBITDA on a rolling 12 month basis. At March 31 2012, the group's net debt to adjusted EBITDA was 0.76 times and the committed undrawn facility available to the group was £89 million.
In the absence of any significant acquisitions, the group has no pressing requirement to arrange new finance before its five year facility expires in December 2013. The group's forecasts and projections looking out to September 2014, 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 borrowing facility. In addition, the group has agreed terms with DMGT that provide it with access to a new facility should the group require it during the period from January 2014 through to April 2016.
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.
1 Basis of preparation continued
Principal Risks and Uncertainties
The principal risks and uncertainties that affect the group are described in detail on pages 15 to 20 of the 2011 annual report available at www.euromoneyplc.com. In summary, they include:
Commercial risks
- Downturn in economy or market sector;
- Travel risk;
Operational risks
- Data risk - loss, theft, corruption or unavailability of data including customer, employee and commercial data;
- London, New York, Montreal or Hong Kong wide disaster;
- Publishing content risk;
- Incorrect circulation claims;
- Loss of key staff;
- Failure of back-office project;
Strategic risks
- Acquisitions and disposal risk;
- Failure of online strategy;
Financial risks
- Liquidity risk;
- Market price risk;
- Interest rate risk;
- Foreign currency risk;
- Credit risk; and
- Tax.
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 consists 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.
As explained in the group's 2011 annual report, table revenue has become a larger revenue stream for the group and as such has been reclassified by some businesses from sponsorship revenue to delegate revenue. As a result the March 2011 comparative split of revenue by type has been restated. The total revenue by destination, revenue by division and source and operating profits by source remain unchanged.
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 | Elimination | Total | |||||||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||||||||||||
£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 | 22,512 | 23,124 | 16,125 | 17,649 | 1,044 | 1,030 | (3,166) | (2,610) | 36,515 | 39,193 | |||||||||||
Business publishing | 19,322 | 18,370 | 8,463 | 7,680 | 686 | 648 | (979) | (756) | 27,492 | 25,942 | |||||||||||
Training | 10,132 | 9,228 | 3,394 | 3,170 | 1,645 | 3,448 | (102) | (150) | 15,069 | 15,696 | |||||||||||
Conferences and seminars | 18,891 | 17,638 | 20,234 | 18,048 | 7,584 | 2,486 | (22) | (16) | 46,687 | 38,156 | |||||||||||
Research and data | 8,658 | 7,645 | 44,194 | 29,452 | 13,044 | 12,389 | (87) | (9) | 65,809 | 49,477 | |||||||||||
Sold/closed businesses | - | - | - | - | - | 529 | - | - | - | 529 | |||||||||||
Corporate revenue | (1) | 3 | - | - | - | 5 | 1 | (8) | - | - | |||||||||||
Foreign exchange losses on forward contracts | (2,135) | (1,414) | - | - | - | - | - | - | (2,135) | (1,414) | |||||||||||
Total revenue | 77,379 | 74,594 | 92,410 | 75,999 | 24,003 | 20,535 | (4,355) | (3,549) | 189,437 | 167,579 | |||||||||||
Investment income (note 5) | - | 7 | 2 | 81 | 25 | 16 | - | - | 27 | 104 | |||||||||||
Total revenue and investment income | 77,379 | 74,601 | 92,412 | 76,080 | 24,028 | 20,551 | (4,355) | (3,549) | 189,464 | 167,683 | |||||||||||
Unaudited six months ended March 31 |
| ||||||||||||||||
United Kingdom | North America | Rest of World | Total |
| |||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||||||||||
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | ||||||||||
(restated) | (restated) | (restated) | |||||||||||||||
Revenue | |||||||||||||||||
by type and destination: | |||||||||||||||||
Subscriptions | 15,725 | 14,747 | 51,315 | 35,465 | 33,147 | 31,739 | 100,187 | 81,951 | |||||||||
Advertising | 4,363 | 4,058 | 10,556 | 11,741 | 10,030 | 11,550 | 24,949 | 27,349 | |||||||||
Sponsorship | 2,820 | 3,851 | 9,576 | 8,635 | 8,119 | 7,887 | 20,515 | 20,373 | |||||||||
Delegates | 3,986 | 5,611 | 8,875 | 8,660 | 28,252 | 20,222 | 41,113 | 34,493 | |||||||||
Other | 870 | 767 | 2,505 | 2,260 | 1,433 | 1,271 | 4,808 | 4,298 | |||||||||
Sold/closed businesses | - | - | - | - | - | 529 | - | 529 | |||||||||
Foreign exchange losses on forward contracts | (2,135) | (1,414) | - | - | - | - | (2,135) | (1,414) | |||||||||
Total revenue | 25,629 | 27,620 | 82,827 | 66,761 | 80,981 | 73,198 | 189,437 | 167,579 | |||||||||
Notes to the Condensed Consolidated Interim Financial Report continued
2 Segmental analysis continued
Unaudited six months ended March 31 | ||||||||||||||||||||
United Kingdom | North America | Rest of World | Total | |||||||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |||||||||||||
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | |||||||||||||
Operating profit 1 | ||||||||||||||||||||
by division and source: | ||||||||||||||||||||
Financial publishing | 7,608 | 8,388 | 3,255 | 3,821 | 49 | 130 | 10,912 | 12,339 | ||||||||||||
Business publishing | 6,309 | 6,644 | 3,363 | 2,625 | (411) | (140) | 9,261 | 9,129 | ||||||||||||
Training | 2,525 | 2,304 | 243 | 174 | 176 | 1,318 | 2,944 | 3,796 | ||||||||||||
Conferences and seminars | 6,699 | 6,328 | 6,451 | 5,559 | 2,654 | 288 | 15,804 | 12,175 | ||||||||||||
Research and data | 4,355 | 4,117 | 21,074 | 14,601 | 2,873 | 1,957 | 28,302 | 20,675 | ||||||||||||
Sold/closed businesses | - | - | - | 1 | (22) | (147) | (22) | (146) | ||||||||||||
Unallocated corporate costs | (9,864) | (7,432) | (474) | (459) | (211) | (268) | (10,549) | (8,159) | ||||||||||||
Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items | 17,632 | 20,349 | 33,912 | 26,322 | 5,108 | 3,138 | 56,652 | 49,809 | ||||||||||||
Acquired intangible amortisation 2 | (1,493) | (1,638) | (5,952) | (3,912) | (283) | (264) | (7,728) | (5,814) | ||||||||||||
Long-term incentive expense | (2,590) | (2,677) | (2,012) | (1,872) | (445) | (168) | (5,047) | (4,717) | ||||||||||||
Exceptional items (note 4) | (316) | - | (201) | (936) | - | (488) | (517) | (1,424) | ||||||||||||
Operating profit before associates | 13,233 | 16,034 | 25,747 | 19,602 | 4,380 | 2,218 | 43,360 | 37,854 | ||||||||||||
Share of results in associates | 289 | 147 | ||||||||||||||||||
Finance income (note 5) | 755 | 1,063 | ||||||||||||||||||
Finance expense (note 5) | (4,570) | (6,344) | ||||||||||||||||||
Profit before tax | 39,834 | 32,720 | ||||||||||||||||||
Tax expense | (11,860) | (11,279) | ||||||||||||||||||
Profit after tax | 27,974 | 21,441 | ||||||||||||||||||
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 on acquisition related non-goodwill assets comprising brands, trademarks, databases and customer relationships.
Unaudited six months ended March 31 | |||||||||||||||||
Acquired intangible amortisation | Long-term incentive expense | Exceptional items | Depreciation and amortisation | ||||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||||||||||
£000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's | ||||||||||
Other segmental information | |||||||||||||||||
by division: | |||||||||||||||||
Financial publishing | - | (23) | (765) | (1,064) | 18 | - | (5) | (4) | |||||||||
Business publishing | (1,332) | (1,412) | (618) | (845) | - | - | (8) | (11) | |||||||||
Training | - | - | (314) | (370) | - | - | (9) | (10) | |||||||||
Conferences and seminars | (187) | (180) | (1,290) | (893) | - | - | (26) | (21) | |||||||||
Research and data | (6,149) | (4,135) | (1,234) | (781) | (219) | (1,342) | (827) | (372) | |||||||||
Unallocated corporate costs | (60) | (64) | (826) | (764) | (316) | 405 | (1,083) | (984) | |||||||||
Sold/closed businesses | - | - | - | - | - | (487) | - | (2) | |||||||||
(7,728) | (5,814) | (5,047) | (4,717) | (517) | (1,424) | (1,958) | (1,404) |
Notes to the Condensed Consolidated Interim Financial Report continued
3 Seasonality of results
The group's results are not materially affected by seasonal or cyclical trading. For the year ended September 30 2011 the group earned 46% of both its revenues and operating profits1 in the first six months of the year (2010: 45% 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 significant in size or nature and which require additional disclosure in order to provide an indication of the adjusted trading performance of the group.
Unaudited | Unaudited | Audited | |||||
six months | six months | year | |||||
ended | ended | ended | |||||
March 31 | March 31 | Sept 30 | |||||
2012 | 2011 | 2011 | |||||
£000's | £000's | £000's | |||||
Acquisition costs | (147) | - | (1,012) | ||||
Intangible asset impairment | - | - | (120) | ||||
Restructuring and other exceptional net costs | (370) | (1,424) | (2,163) | ||||
517 | 1,424 | 3,295 |
During the six months to March 2012 the group recognised an exceptional expense of £517,000. This comprised an exceptional restructuring charge of £370,000 following the reorganisation of certain group functions and recently acquired businesses and £147,000 of acquisition related costs. The group's tax charge includes a related tax credit of £110,000.
For the six months to March 2011 the group recognised an exceptional expense of £1,424,000 This related to an exceptional restructuring charge of £1,829,000 and an exceptional credit of £405,000 following the successful resolution of a US legal dispute. The group's tax charge included a related tax expense of £94,000.
For the year ended September 30 2011, the group recognised acquisition related costs of £1,012,000 relating to the acquisition of NDR and exceptional restructuring and other costs of £2,163,000. In July 2011, the group purchased the Coaltrans publishing brand for £120,000 to supplement the existing Coaltrans conference brand. The group did not plan to publish under the brand and as such immediately impaired the related intangible asset. The group's tax charge included a related tax credit of £312,000.
Notes to the Condensed Consolidated Interim Financial Report continued
5 Finance income and expense
Unaudited | Unaudited | Audited | ||||||||||||
six months | six months | year | ||||||||||||
ended | ended | ended | ||||||||||||
March 31 | March 31 | Sept 30 | ||||||||||||
2012 | 2011 | 2011 | ||||||||||||
£000's | £000's | £000's | ||||||||||||
Finance income | ||||||||||||||
Interest income: | ||||||||||||||
Interest receivable from DMGT group undertakings | - | 26 | 136 | |||||||||||
Interest receivable from short-term investments | 27 | 104 | 174 | |||||||||||
Expected return on pension scheme assets | 664 | 726 | 1,451 | |||||||||||
Net movement in acquisition option commitment values | - | 183 | - | |||||||||||
Interest on tax overpaid | - | 24 | - | |||||||||||
Fair value gains on financial instruments: | ||||||||||||||
Ineffectiveness of interest rate swaps and forward contracts | 64 | - | - | |||||||||||
755 | 1,063 | 1,761 | ||||||||||||
Finance expense | ||||||||||||||
Interest expense: | ||||||||||||||
Interest payable on committed borrowings | (2,835) | (3,835) | (7,007) | |||||||||||
Interest payable to DMGT group undertakings | - | (26) | (25) | |||||||||||
Interest payable on loan notes | (9) | (7) | (15) | |||||||||||
Interest on pension scheme liabilities | (583) | (646) | (1,290) | |||||||||||
Net movement in acquisition option commitment values | (49) | - | (358) | |||||||||||
Imputed interest on acquisition option commitments | (464) | - | (181) | |||||||||||
Movement in acquisition deferred consideration | - | (1,830) | (1,829) | |||||||||||
Interest on tax underpaid | (630) | - | (317) | |||||||||||
Fair value losses on financial instruments: | ||||||||||||||
Ineffectiveness of interest rate swaps and forward contracts | - | - | (307) | |||||||||||
(4,570) | (6,344) | (11,329) | ||||||||||||
Net finance costs | (3,815) | (5,281) | (9,568) | |||||||||||
Unaudited | Unaudited | Audited | ||||||||||||
six months | six months | year | ||||||||||||
ended | ended | ended | ||||||||||||
March 31 | March 31 | Sept 30 | ||||||||||||
2012 | 2011 | 2011 | ||||||||||||
£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 |
| (3,815) | (5,281) | (9,568) | ||||||||||
Add back: | ||||||||||||||
Imputed interest on acquisition option commitments | 464 | - | 181 | |||||||||||
Net movementin acquisition option commitment values | 49 | (183) | 358 | |||||||||||
Movement in acquisition deferred consideration | - | 1,830 | 1,829 | |||||||||||
513 | 1,647 | 2,368 | ||||||||||||
Adjusted net finance costs | (3,302) | (3,634) | (7,200) | |||||||||||
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.
Notes to the Condensed Consolidated Interim Financial Report continued
6 | Tax expense on profit | |||||||
Unaudited | Unaudited | Audited | ||||||
six months | six months | year | ||||||
ended | ended | ended | ||||||
March 31 | March 31 | Sept 30 | ||||||
2012 | 2011 | 2011 | ||||||
£000's | £000's | £000's | ||||||
Current tax expense | ||||||||
UK corporation tax expense | 3,578 | 1,819 | 4,018 | |||||
Foreign tax expense | 9,325 | 6,038 | 12,359 | |||||
Adjustments in respect of prior years | 349 | 769 | (709) | |||||
13,252 | 8,626 | 15,668 | ||||||
Deferred tax expense | ||||||||
Current year | (1,260) | 3,165 | 7,605 | |||||
Adjustments in respect of prior years | (132) | (512) | (746) | |||||
(1,392) | 2,653 | 6,859 | ||||||
Total tax expense in Income Statement | 11,860 | 11,279 | 22,527 |
The effective tax rate for the interim period is 30% (2011: 34%).
The forecast adjusted effective tax rate for the 2012 full year is 23% (2011: 26%). The adjusted effective tax rate for the 2012 interim period is as set out below:
Unaudited | Unaudited | Audited | |||||
six months | six months | year | |||||
ended | ended | ended | |||||
March 31 | March 31 | Sept 30 | |||||
2012 | 2011 | 2011 | |||||
| £000's | £000's | £000's | ||||
Reconciliation of tax expense in Income Statement to adjusted tax expense | |||||||
Total tax expense in income statement | 11,860 | 11,279 | 22,527 | ||||
Add back: | |||||||
Tax on intangible amortisation | 2,135 | 2,071 | 4,041 | ||||
Tax on accelerated long-term incentive expense | - | - | 493 | ||||
Tax on exceptional items | 110 | (94) | 312 | ||||
Tax on imputed acquisition interest | 341 | - | - | ||||
2,586 | 1,977 | 4,846 | |||||
Tax credit from US goodwill amortisation | (2,508) | (2,133) | (4,664) | ||||
Tax adjustments in respect of prior years | (217) | (257) | 1,455 | ||||
(139) | (413) | 1,637 | |||||
Adjusted tax expense | 11,721 | 10,866 | 24,164 | ||||
Adjusted profit before tax (refer to the appendix to the Chairman's Statement) | 48,592 | 41,605 | 92,684 | ||||
Adjusted effective tax rate | 24% | 26% | 26% |
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. The current tax effect of goodwill and other 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 of the amortisation of goodwill and other intangible assets is not expected to crystallise.
The UK income tax expense for the period is based on a blended rate of the UK statutory rates of corporation tax for the year to September 30 2012 of 25% (2011: 27%) and reflects the reduction in the UK corporation tax rate from 26% to 24% from April 1 2012. This change has resulted in a small deferred tax charge arising from the reduction in the carrying value of deferred tax assets reflecting the anticipated rate of tax at which those assets are expected to reverse.
The UK Government has indicated that it intends to enact future reductions in the main corporation tax rate of 1% each year down to 22% by April 1 2014. The directors expect that the future tax rate changes will reduce further the UK deferred tax asset recognised but the actual impact will be dependent on the deferred tax position at that time.
Notes to the Condensed Consolidated Interim Financial Report continued
7 Dividends
Unaudited | Unaudited | Audited | ||||
six months | six months | year | ||||
ended | ended | ended | ||||
March 31 | March 31 | Sept 30 | ||||
2012 | 2011 | 2011 | ||||
£000's | £000's | £000's | ||||
Amounts recognisable as distributable to equity holders in period | ||||||
Final dividend for the year ended September 30 2011 of 12.5p (2010: 11.75p) | 15,162 | 13,928 | 13,928 | |||
Interim dividend for the year ended September 30 2011 of 6.25p | - | - | 7,531 | |||
15,162 | 13,928 | 21,459 | ||||
Employees' Share Ownership Trust dividend | (7) | (7) | (11) | |||
15,155 | 13,921 | 21,448 | ||||
Interim dividend for the period ended March 31 2012 of 7.00p (2011: 6.25p) | 8,643 | 7,528 | ||||
Employees' Share Ownership Trust dividend | (4) | (4) | ||||
8,639 | 7,524 |
The final dividend was approved by shareholders at the Annual General Meeting held on January 26 2012 and paid, or new shares issued under the scrip dividend alternative, as applicable, on February 9 2012.
The directors have approved an interim dividend of 7.00p (2011: 6.25p) per share and resolved to offer the scrip dividend alternative, under the terms approved by shareholders on January 28 2009, to the interim dividend payment. Full details of the scrip dividend alternative can be found in the separate announcement issued on May 17 2012 and on the company's website.
It is anticipated that the interim dividend will be paid, or satisfied by new shares under the scrip dividend alternative, as applicable, on July 19 2012, to shareholders on the register on May 25 2012. It is expected that the shares will be marked ex-dividend on May 23 2012. 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'.
Notes to the Condensed Consolidated Interim Financial Report continued
8 Earnings per share
Unaudited | Unaudited | Audited | ||||
six months | six months | year | ||||
ended | ended | ended | ||||
March 31 | March 31 | Sept 30 | ||||
2012 | 2011 | 2011 | ||||
£000's | £000's | £000's | ||||
Earnings attributable to equity holders of the parent | 27,867 | 21,413 | 45,591 | |||
Basic earnings | 27,867 | 21,413 | 45,591 | |||
Acquired intangible amortisation | 7,728 | 5,814 | 12,221 | |||
Additional accelerated long-term incentive expense | - | - | 6,603 | |||
Exceptional items | 517 | 1,424 | 3,295 | |||
Imputed interest on acquisition option commitments | 464 | - | 181 | |||
Net movement in acquisition option commitment values | 49 | (183) | 358 | |||
Movement in acquisition deferred consideration | - | 1,830 | 1,829 | |||
Tax on the above adjustments | (2,586) | (1,977) | (4,846) | |||
Tax deduction on US goodwill amortisation | 2,508 | 2,133 | 4,664 | |||
Tax adjustments in respect of prior years | 217 | 257 | (1,455) | |||
Adjusted earnings | 36,764 | 30,711 | 68,441 |
2012 | 2012 | 2011 | 2011 | 2011 | 2011 | ||||||
Adjusted basic earnings per share | Adjusted diluted earnings per share | Adjusted basic earnings per share | Adjusted diluted earnings per share | Adjusted basic earnings per share | Adjusted diluted earnings 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 | 121,894 | 121,894 | 119,129 | 119,129 | 119,957 | 119,957 | |||||
Shares held by the Employees' Share Ownership Trust | (59) | (59) | (59) | (59) | (59) | (59) | |||||
Weighted average number of shares | 121,835 | 121,835 | 119,070 | 119,070 | 119,898 | 119,898 | |||||
Effect of dilutive share options | 1,868 | 409 | 2,214 | ||||||||
Diluted weighted average number of shares | 123,703 | 119,479 | 122,112 | ||||||||
Penceper share | Penceper share | Penceper share | Penceper share | Penceper share | Penceper share | ||||||
Basic earnings per share | 22.87 | 22.87 | 17.98 | 17.98 | 38.02 | 38.02 | |||||
Effect of dilutive share options | (0.34) | (0.06) | (0.68) | ||||||||
Diluted earnings per share | 22.53 | 17.92 | 37.34 | ||||||||
Effect of acquired intangible amortisation | 6.34 | 6.25 | 4.88 | 4.87 | 10.19 | 10.01 | |||||
Effect of additional accelerated long-term incentive expense | - | - | - | - | 5.51 | 5.41 | |||||
Effect of exceptional items | 0.42 | 0.42 | 1.20 | 1.19 | 2.75 | 2.70 | |||||
Effect of imputed interest on acquisition option commitments | 0.38 | 0.38 | 0.00 | - | 0.15 | 0.15 | |||||
Effect of net movement in acquisition option commitment values | 0.04 | 0.04 | (0.16) | (0.17) | 0.30 | 0.29 | |||||
Effect of movement in acquisition deferred consideration | - | - | 1.54 | 1.53 | 1.53 | 1.50 | |||||
Effect of tax on the above adjustments | (2.11) | (2.11) | (1.66) | (1.65) | (4.04) | (3.98) | |||||
Effect of tax deduction on US goodwill amortisation | 2.06 | 2.03 | 1.79 | 1.79 | 3.89 | 3.82 | |||||
Effect of tax adjustments in respect of prior years | 0.18 | 0.18 | 0.22 | 0.22 | (1.21) | (1.19) | |||||
Adjusted basic and diluted earnings per share | 30.18 | 29.72 | 25.79 | 25.70 | 57.09 | 56.05 |
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 - Global Grain Geneva
On February 29 2012, the group acquired 100% of the equity share capital of Global Commodities Group Sarl, which owns Global Grain Geneva, the world's leading event for international grain traders. The initial consideration paid was €6,151,000 (£5,127,000). A further net consideration of €93,000 (£77,000) is expected to be paid dependent upon the audited results of the business for the year to February 2013. The acquisition of Global Grain is consistent with the group's strategy of building fast growing global event businesses. The provisional acquisition accounting is outlined below:
Fair value | Provisional | ||||||
Book value | adjustments | fair value | |||||
£000's | £000's | £000's | |||||
Net assets: | |||||||
Intangible assets | - | 1,271 | 1,271 | ||||
Cash and cash equivalents | 35 | - | 35 | ||||
Trade creditors and other payables | (30) | - | (30) | ||||
Non-current liabilities | - | (305) | (305) | ||||
5 | 966 | 971 | |||||
Net assets acquired (100%) | 971 | ||||||
Goodwill | 4,233 | ||||||
Total consideration | 5,204 | ||||||
Consideration satisfied by: | |||||||
Cash | 5,127 | ||||||
Deferred contingent consideration (estimated) | 77 | ||||||
5,204 | |||||||
Net cash outflow arising on acquisition: | |||||||
Cash consideration | 5,127 | ||||||
Less: cash and cash equivalent balances acquired | (35) | ||||||
5,092 |
Due to the terms of the purchase agreement the fair value adjustments above and all other assets and liabilities of Global Grain Geneva are provisional and will be finalised during the next 12 months.
Intangible assets represent brands €867,000 (£719,000) and customer relationships €666,000 (£553,000), for which amortisation of £19,000 has been charged in the period. The brands and customer relationships will be amortised over their useful economic lives of 20 years and 3 years respectively.
Goodwill arises from the anticipated profitability and future operating synergies from combining the acquired operations with the group. The goodwill recognised is not expected to be deductible for income tax purposes.
Global Grain Geneva contributed £nil to the group's revenue, and incurred an operating loss of £6,000 and a loss after tax of £14,000 for the period between the date of acquisition and March 31 2012. Acquisition related costs of £107,000 were incurred and recognised as an exceptional item in the Income Statement.
If the above acquisition had been completed on the first day of the financial year, Global Grain Geneva would have contributed £1,062,000 to the group's revenues for the period to March 31 2012, and £723,000 to the group's profit before tax for the same period (excluding the exceptional costs above).
The deferred contingent consideration arrangement is dependent on the results of the business for the period to December 31 2012. Following a sensitivity analysis of the fair value of the deferred contingent consideration applying reasonably possible assumptions and a 10% change in expected revenues, the potential undiscounted amount of all future payments that the group could be required to make under this contingent consideration arrangement is between £nil and £280,000.
Purchase of associate - Global Grain Asia
Also on February 29 2012, the group acquired 50% of the issued share capital of GGA Pte. Limited, whose sole asset is Global Grain Asia, a new event for grain industry professionals in the Asia-Pacific region, for €671,000 (£567,000). The group has the option to purchase the remaining 50% equity holding of GGA Pte. Limited in March 2014 and if exercised expects to pay €1,021,000 (£879,000). Under IAS 32 'Financial Instruments' this acquisition option commitment is not recorded as a liability in the balance sheet.
Notes to the Condensed Consolidated Interim Financial Report continued
9 Acquisitions continued
Provisional fair value and goodwill update - Ned Davis Research (NDR)
In August 2011, the group acquired 85% of the equity share capital of NDR, the US-based provider of independent financial research to institutional investors, for an initial cash consideration of US$112.0 million (£68.5 million).
Following true-up adjustments during the period to the drivers of the payment mechanism, the revaluation of the non-controlling interest's equity stake, the finalisation of the sellers' tax liability, and foreign exchange adjustments, the related goodwill and consideration has been revised as follows:
Sept 30 2011 | Change | March 31 2012 | ||||
£000's | £000's | £000's | ||||
Provisional fair value of net assets acquired | 33,869 | - | 33,869 | |||
Goodwill | 34,337 | 199 | 34,536 | |||
Total consideration | 68,206 | 199 | 68,405 | |||
Consideration satisfied by: | ||||||
Cash | 68,500 | 1,151 | 69,651 | |||
Cash receivable from non-controlling interest | (1,390) | (438) | (1,828) | |||
Deferred consideration | 1,096 | (514) | 582 | |||
68,206 | 199 | 68,405 |
The remaining equity interest is subject to a put and call option under an earn-out agreement, in two equal instalments, based on the profits of NDR for the years to December 31 2012 and 2013. The expected payment under this mechanism has increased from £10,149,000 at September 30 2011 to £10,353,000 at March 31 2012 resulting in a charge to the Income Statement of £464,000 and a foreign exchange gain of £260,000 recognised in reserves.
Increase in equity holdings
Internet Securities, Inc (ISI)
There is an annual put option agreement over the sale of ISI shares between the company and the minority shareholders of ISI. The annual put option value is based on the valuation of ISI as determined under a methodology provided by an independent financial adviser. Under the terms of the put option agreement consideration caps have been put in place that require the maximum consideration payable to option holders to be capped at an amount such that the results of any relevant class tests would, at the relevant time, fall below the requirement for shareholder approval.
In February 2012, under this put option mechanism, the group purchased 1.12% of the equity share capital of ISI for a cash consideration of US$1,326,000 (£840,000), increasing the group's equity shareholding in ISI to 99.92%.
Structured Retail Products Limited (SRP)
In December 2011, the group purchased 1.14% of the equity share capital of SRP from some of its employees for a cash consideration of £84,000, increasing the group's equity shareholding in SRP to 98.48%.
Notes to the Condensed Consolidated Interim Financial Report continued
10 Goodwill and other intangibles
Acquired intangible assets | |||||||||||||
March 2012 | Trademarks & brands | Customer relationships | Databases | Total acquired intangible assets | Licences & software | Goodwill | Total | ||||||
March 2012 | March 2012 | March 2012 | March 2012 | March 2012 | March 2012 | March 2012 | |||||||
£000's | £000's | £000's | £000's | £000's | £000's | £000's | |||||||
Cost/ carrying amount | |||||||||||||
At October 1 2011 | 142,324 | 78,683 | 9,440 | 230,447 | 2,761 | 366,395 | 599,603 | ||||||
Additions | - | - | - | - | 109 | 199 | 308 | ||||||
Acquisitions (note 9) | 719 | 553 | - | 1,272 | - | 4,233 | 5,505 | ||||||
Exchange differences | (2,660) | (1,494) | (191) | (4,345) | (61) | (6,464) | (10,870) | ||||||
At March 31 2012 | 140,383 | 77,742 | 9,249 | 227,374 | 2,809 | 364,363 | 594,546 | ||||||
Amortisation and impairment | |||||||||||||
At October 1 2011 | 41,433 | 32,429 | 3,736 | 77,598 | 2,200 | 29,763 | 109,561 | ||||||
Amortisation charge for the period | 3,667 | 2,848 | 1,213 | 7,728 | 179 | - | 7,907 | ||||||
Exchange differences | (848) | (399) | (122) | (1,369) | (49) | (369) | (1,787) | ||||||
At March 31 2012 | 44,252 | 34,878 | 4,827 | 83,957 | 2,330 | 29,394 | 115,681 | ||||||
Net book value/ carrying amount at March 31 2012 | 96,131 | 42,864 | 4,422 | 143,417 | 479 | 334,969 | 478,865 |
Notes to the Condensed Consolidated Interim Financial Report continued
10 Goodwill and other intangibles continued
Acquired intangible assets | ||||||||||||||
September 2011 | Trademarks & brands | Customer relationships | Databases | Total acquired intangible assets | Licences & software | Goodwill | Total | |||||||
2011 | 2011 | 2011 | 2011 | 2011 | 2011 | 2011 | ||||||||
£000's | £000's | £000's | £000's | £000's | £000's | £000's | ||||||||
Cost/ carrying amount | ||||||||||||||
At October 1 2010 | 133,399 | 50,933 | 4,787 | 189,119 | 2,445 | 327,016 | 518,580 | |||||||
Additions | 120 | - | - | 120 | 437 | - | 557 | |||||||
Acquisitions | 7,285 | 25,984 | 4,383 | 37,652 | - | 34,781 | 72,433 | |||||||
Disposals | - | - | - | - | (80) | - | (80) | |||||||
Exchange differences | 1,520 | 1,766 | 270 | 3,556 | (41) | 4,598 | 8,113 | |||||||
At September 30 2011 | 142,324 | 78,683 | 9,440 | 230,447 | 2,761 | 366,395 | 599,603 | |||||||
Amortisation and impairment | ||||||||||||||
At October 1 2010 | 33,645 | 28,043 | 2,776 | 64,464 | 2,011 | 29,398 | 95,873 | |||||||
Amortisation charge for the year | 7,217 | 4,099 | 905 | 12,221 | 302 | - | 12,523 | |||||||
Impairment losses | 120 | - | - | 120 | - | - | 120 | |||||||
Disposals | - | - | - | - | (80) | - | (80) | |||||||
Exchange differences | 451 | 287 | 55 | 793 | (33) | 365 | 1,125 | |||||||
At September 30 2011 | 41,433 | 32,429 | 3,736 | 77,598 | 2,200 | 29,763 | 109,561 | |||||||
Net book value/ carrying amount at September 30 2011 | 100,891 | 46,254 | 5,704 | 152,849 | 561 | 336,632 | 490,042 |
Acquired intangible assets | ||||||||||||||
March 2011 | Trademarks & brands | Customer relationships | Databases | Total acquired intangible assets | Licences & software | Goodwill | Total | |||||||
2011 | 2011 | 2011 | 2011 | 2011 | 2011 | 2011 | ||||||||
£000's | £000's | £000's | £000's | £000's | £000's | £000's | ||||||||
Cost/ carrying amount | ||||||||||||||
At October 1 2010 | 133,399 | 50,933 | 4,787 | 189,119 | 2,445 | 327,016 | 518,580 | |||||||
Additions | - | - | - | - | 264 | 443 | 707 | |||||||
Disposals | - | - | - | - | (79) | - | (79) | |||||||
Exchange differences | (1,656) | (544) | (51) | (2,251) | (113) | (3,614) | (5,978) | |||||||
At March 31 2011 | 131,743 | 50,389 | 4,736 | 186,868 | 2,517 | 323,845 | 513,230 | |||||||
Amortisation and impairment | ||||||||||||||
At October 1 2010 | 33,645 | 28,043 | 2,776 | 64,464 | 2,011 | 29,398 | 95,873 | |||||||
Amortisation charge for the period | 3,615 | 1,893 | 306 | 5,814 | 146 | - | 5,960 | |||||||
Disposals | - | - | - | - | (79) | - | (79) | |||||||
Exchange differences | (428) | (288) | (40) | (756) | (88) | (105) | (949) | |||||||
At March 31 2011 | 36,832 | 29,648 | 3,042 | 69,522 | 1,990 | 29,293 | 100,805 | |||||||
Net book value/ carrying amount at March 31 2011 | 94,911 | 20,741 | 1,694 | 117,346 | 527 | 294,552 | 412,425 | |||||||
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 30 2011 annual report.
Notes to the Condensed Consolidated Interim Financial Report continued
11 Deferred income
Unaudited | Unaudited | Audited | |||
six months | six months | year | |||
ended | ended | ended | |||
March 31 | March 31 | Sept 30 | |||
2012 | 2011 | 2011 | |||
£000's | £000's | £000's | |||
Deferred subscription income | 86,804 | 81,029 | 80,507 | ||
Other deferred income | 27,543 | 27,471 | 25,000 | ||
114,347 | 108,500 | 105,507 |
12 Called up share capital
Unaudited | Unaudited | Audited | |||
six months | six months | year | |||
ended | ended | ended | |||
March 31 | March 31 | Sept 30 | |||
2012 | 2011 | 2011 | |||
£000's | £000's | £000's | |||
Allotted, called up and fully paid | |||||
123,459,358 ordinary shares of 0.25p each | |||||
(March 2011: 120,449,408 ordinary shares of 0.25p each) | |||||
(September 2011: 121,247,380 ordinary shares of 0.25p each) | 309 | 301 | 303 |
During the period 2,211,978 ordinary shares with a nominal value of 0.25p each and an aggregate nominal value of £5,530 were issued as follows: 1,585,281 shares under the company's scrip dividend alternative for a cash consideration of £nil and 626,697 shares following the exercise of options granted under the company's share option schemes for a cash consideration of £833,619.
13 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 82.0 million (£16.8 million). 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.
Notes to the Condensed Consolidated Interim Financial Report continued
14 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 its multi-currency facility with DMGRH Finance Limited, a Daily Mail Mail General Trust Plc (DMGT) group company as follows:
Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | |||||||
March 31 | March 31 | March 31 | March 31 | Sept 30 | Sept 30 | |||||||
2012 | 2012 | 2011 | 2011 | 2011 | 2011 | |||||||
$000's | £000's | $000's | £000's | $000's | £000's | |||||||
Amounts owing under US dollar facility at period end | 122,781 | 76,844 | 124,000 | 77,355 | 171,450 | 110,059 | ||||||
Amounts owing under sterling facility at period end | 23,979 | - | 33,000 | - | 20,000 | |||||||
100,823 | 110,355 | 130,059 | ||||||||||
Commitment fee on unused portion of the available facility for the period | - | 288 | - | 336 | - | 721 |
(ii) During the period the group expensed services provided by Daily Mail and General Trust plc (DMGT), the group's parent, and other DMGT group companies, as follows:
Unaudited | Unaudited | Audited | ||||
six months | six months | year | ||||
ended | ended | ended | ||||
March 31 | March 31 | Sept 30 | ||||
2012 | 2011 | 2011 | ||||
£000's | £000's | £000's | ||||
Services expensed | 200 | 211 | 406 |
(iii) The group had fixed rate interest rate swaps outstanding with Daily Mail and General Holdings Limited (DMGH), a DMGT group company, as follows:
Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | ||||||
as at | as at | as at | as at | as at | as at | ||||||
March 31 | March 31 | March 31 | March 31 | Sept 30 | Sept 30 | ||||||
2012 | 2012 | 2011 | 2011 | 2011 | 2011 | ||||||
$000's | £000's | $000's | £000's | $000's | £000's | ||||||
Interest rates between 1.6% and 5.4% and termination dates between September 30 2011 and March 31 2014 on | |||||||||||
US$ fixed rate interest rate swaps | 60,000 | 37,552 | 120,000 | 74,860 | 95,000 | 60,983 | |||||
Interest rates between 2.0% and 6.2% and termination dates between September 30 2011 and March 28 2013 on | |||||||||||
GBP fixed rate interest rate swaps | - | 15,000 | - | 30,000 | - | 20,000 |
During the period the group paid interest to DMGH and related companies in respect of interest rate swaps as follows:
Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | ||||||
six months | six months | six months | six months | year | year | ||||||
ended | ended | ended | ended | ended | ended | ||||||
March 31 | March 31 | March 31 | March 31 | Sept 30 | Sept 30 | ||||||
2012 | 2012 | 2011 | 2011 | 2011 | 2011 | ||||||
$000's | £000's | $000's | £000's | $000's | £000's | ||||||
US dollar interest paid | 1,502 | 952 | 2,422 | 1,526 | 4,475 | 2,784 | |||||
Sterling interest paid | - | 297 | - | 596 | - | 974 |
Notes to the Condensed Consolidated Interim Financial Report continued
14 Related party transactions (continued)
(iv) In January 2011, the group granted an Indian Rupee 112 million loan facility to RMSI Private Limited, a DMGT group company, at a 10.5% fixed interest rate. The loan was repaid in November 2011.
Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | |||||||
as at | as at | as at | as at | as at | as at | |||||||
March 31 | March 31 | March 31 | March 31 | Sept 30 | Sept 30 | |||||||
2012 | 2012 | 2011 | 2011 | 2011 | 2011 | |||||||
INR 000's | £000's | INR 000's | £000's | INR 000's | £000's | |||||||
Amounts owed under the facility | - | - | 114,287 | 1,598 | 120,265 | 1,576 | ||||||
Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | |||||||
six months | six months | six months | six months | year | year | |||||||
ended | ended | ended | ended | ended | ended | |||||||
March 31 | March 31 | March 31 | March 31 | Sept 30 | Sept 30 | |||||||
INR 000's | £000's | INR 000's | £000's | INR 000's | £000's | |||||||
Interest income during the period | 1,589 | 20 | 2,287 | 31 | 8,264 | 111 |
(v) In February 2011, Euromoney Holdings US Inc, a group company, was granted a US$70 million short-term loan facility from DMGH. There were no amounts outstanding at September 30 2011, March 31 2011 or March 31 2012. The facility expired in February 2011.
Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | ||||||||
six months | six months | six months | six months | year | year | ||||||||
| ended | ended | ended | ended | ended | ended | |||||||
March 31 | March 31 | March 31 | March 31 | Sept 30 | Sept 30 | ||||||||
2012 | 2012 | 2011 | 2011 | 2011 | 2011 | ||||||||
$000's | £000's | $000's | £000's | $000's | £000's | ||||||||
Amounts received | - | - | 70,000 | 43,750 | 70,000 | 43,750 | |||||||
Amounts paid | - | - | (70,041) | (43,776) | (70,041) | (43,776) | |||||||
Interest expense | - | - | (41) | (26) | (41) | (26) |
(vi) In February 2011, the company provided a US$70 million short-term loan facility to DMGH. There were no amounts outstanding at September 30 2011, March 31 2011 or March 31 2012. The facility expired in February 2011.
Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | |||||||
six months | six months | six months | six months | year | year | |||||||
ended | ended | ended | ended | ended | ended | |||||||
March 31 | March 31 | March 31 | March 31 | Sept 30 | Sept 30 | |||||||
2012 | 2012 | 2011 | 2011 | 2011 | 2011 | |||||||
$000's | £000's | $000's | £000's | $000's | £000's | |||||||
Amounts paid | - | - | (70,000) | (43,750) | (70,000) | (43,750) | ||||||
Amounts received | - | - | 70,041 | 43,776 | 70,041 | 43,776 | ||||||
Interest income | - | - | 41 | 26 | 41 | 26 |
(vii) Euromoney Consortium Limited has purchased tax losses from DMGT group companies. These tax losses are relievable against UK taxable profits of the group under HMRC's consortium relief rules.
Unaudited | Unaudited | Audited | ||||||||
March 31 | March 31 | Sept 30 | ||||||||
2012 | 2011 | 2011 | ||||||||
£000's | £000's | £000's | ||||||||
Charge from DMGT group companies for tax losses | 922,000 | - | 831,000 | |||||||
Tax value of losses purchased | 1,229,000 | - | 1,109,000 | |||||||
Amounts owed to DMGT group for these losses at the end of the period | 922,000 | - | 831,000 |
(viii) Euromoney Consortium 2 Limited has purchased tax losses from DMGT group companies. These tax losses are relievable against UK taxable profits of the group under HMRC's consortium relief rules.
Unaudited | Unaudited | Audited | |||||||
March 31 | March 31 | Sept 30 | |||||||
2012 | 2011 | 2011 | |||||||
£000's | £000's | £000's | |||||||
Charge from DMGT group companies for tax losses | 236,000 | - | 232,000 | ||||||
Tax value of losses purchased | 314,000 | - | 309,000 | ||||||
Amounts owed to DMGT group for these losses at the end of the period | 236,000 | - | 232,000 |
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 parties' transactions and changes therein).
By order of the board,
Richard Ensor
Director
May 16 2012
Colin Jones
Director
May 16 2012
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 interim financial report for the six months ended March 31 2012 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 14. We have read the other information contained in the 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 interim financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services 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 set of financial statements included in this 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 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 set of financial statements in the interim financial report for the six months ended March 31 2012 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 Services Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
May 16 2012
Directors and Advisors
Executive Directors |
PM Fallon (Chairman) ‡ |
PR Ensor (Managing Director) ‡ |
CR Jones (Finance Director) |
NF Osborn |
DC Cohen |
DE Alfano |
CHC Fordham |
JL Wilkinson |
B AL-Rehany |
Non-executive Directors |
The Viscount Rothermere ‡ |
Sir Patrick Sergeant ‡ |
JC Botts †‡§ |
JC Gonzalez § |
MWH Morgan †‡ |
DP Pritchard §† |
† member of the remuneration committee |
‡ member of the nominations committee |
§ member of the audit committee |
President Sir Patrick Sergeant |
Company Secretary CR Jones |
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
2012 interim results announcement | Thursday May 17 2012 | |
Interim dividend ex-dividend date | Wednesday May 23 2012 | |
Interim dividend record date | Friday May 25 2012 | |
Announcement of the interim scrip reference price for the scrip alternative** | Friday June 15 2012 | |
Last date for receipt by the company's registrars of scrip mandate forms** | Thursday June 28 2012 | |
Payment of 2012 interim dividend | Thursday July 19 2012 | |
Interim Management Statement | Wednesday July 25 2012* | |
2012 final results announcement | Thursday November 15 2012* | |
Final dividend ex-dividend date | Wednesday November 21 2012* | |
Final dividend record date | Friday November 23 2012* | |
2013 AGM (approval of final dividend) | Thursday January 31 2013* | |
Payment of final dividend | Thursday February 14 2013* | |
Loan note interest paid to holders of loan notes on | Friday June 29 2012 | |
Monday December 31 2012 |
* Provisional dates and are subject to change.
** Further information is set out in the separate scrip dividend announcement on May 17 2012 and on the company's website.
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 to this number are charged at 8p per minute from a BT landline. Other telephone provider costs may vary).
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
Company website
www.euromoneyplc.com
Related Shares:
DMGT.LERM.L