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Preliminary Results 2011

10th Nov 2011 07:00

RNS Number : 8306R
Euromoney Institutional InvestorPLC
10 November 2011
 



November 10 2011

EUROMONEY INSTITUTIONAL INVESTOR PLC

RESULTS FOR THE YEAR TO SEPTEMBER 30 2011

 

Highlights

2011

2010

Change

Revenue

£363.1

m

£330.0

m

+10%

Adjusted results

• Adjusted operating profit

£109.0

m

£100.1

m

+9%

• Adjusted profit before tax

£92.7

m

£86.6

m

+7%

• Adjusted diluted earnings a share

56.1

p

53.5

p

+5%

Statutory results

• Operating profit

£77.8

m

£82.1

m

-5%

• Profit before tax

£68.2

m

£71.4

m

-4%

• Diluted earnings a share

37.3

p

49.5

p

-25%

Final dividend

12.50

p

11.75

p

+6%

A detailed reconciliation of the group's adjusted results to the statutory results is set out in the appendix to the chairman's statement.

 

·; Revenues increased by 10% to £363.1m, with continued growth across all revenue streams

·; Adjusted profit before tax up 7% to £92.7m

·; Adjusted operating margin maintained at 30%

·; CAP profit target achieved two years earlier than expected triggering £6.6m additional accelerated cost in 2011

·; Operating cash flows up 17% to £118.0m

·; Final dividend increased by 6% to 12.5p

·; Integration of Ned Davis Research proceeding well

·; Subscriptions expected to account for more than 50% of revenues for first time in 2012

·; First quarter trading in line with board's expectations

·; Uncertain trading outlook especially for advertising

 

Commenting on the results, chairman Padraic Fallon said:

 

"The environment's getting tougher and more volatile revenues like advertising have shown signs of weakness, but cash flows are very strong and the immediate outlook is fairly positive."

Highlights

Euromoney Institutional Investor PLC, the international publishing, events and electronic information group, achieved an adjusted profit before tax of £92.7m for the year to September 30 2011, against £86.6m in 2010. Adjusted diluted earnings a share were 56.1p (2010: 53.5p). The directors recommend a 6% increase in the final dividend to 12.50p, giving a total for the year of 18.75p (2010: 18.0p), to be paid to shareholders on February 9 2012.

 

These record results mean the group has achieved the profit target under its Capital Appreciation Plan two years earlier than first expected. Although individual awards under the plan cannot vest more than one year early, the satisfaction of the performance test triggers an additional accelerated long-term incentive expense of £6.6m, with a corresponding reduction in the expense in future years. This additional accelerated expense has been excluded from adjusted profit before tax and the adjusted diluted earnings a share figure used for setting the final dividend.

 

The group's performance in the second half has broadly matched that of the first, although markets have become more challenging as the year has progressed. Double digit growth in subscription revenues was maintained throughout the year while the quality of the group's event portfolio has been demonstrated by the 20% growth in sponsorship revenues. Total revenues for the year increased by 10% to £363.1m and this revenue growth, combined with tight control of headcount, helped the group maintain its adjusted operating margin at 30% in spite of significant investment in new products and technology.

 

Net debt at September 30 was £119.2m compared with £102.7m at March 31, following the acquisition of Ned Davis Research in August for a cash consideration of £64.8m. Excluding acquisitions, net debt fell by approximately £50m in the second half, reflecting the group's strong cash flows and an operating cash conversion rate* in excess of 100%. The group's net debt to EBITDA ratio at year end was 1.0 times, leaving plenty of headroom for the group to pursue its selective acquisition strategy.

 

Despite the continuing volatility and uncertainty in financial markets, the broad outlook for the first quarter of the new financial year is reasonably positive. Subscription revenues, after removing the effect of exchange rates and the acquisition of NDR, increased at an underlying rate of 9% in the fourth quarter, which provides good momentum for further revenue growth in financial year 2012. Delegate bookings for the group's training and event businesses have held up well. However, as highlighted in September's trading update, sales of advertising, and to a lesser degree event sponsorship, have shown signs of weakness since the summer. The board expects the trading environment for the rest of financial year 2012 to be more challenging and, as usual at this time, forward revenue visibility beyond the first quarter is limited other than for subscriptions.

 

Strategy

The company's strategy remains the building of a robust and tightly focused global online information business with a strong 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 that customers will value in tough times as well as good; 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.

 

During 2011 the group continued its ambitious programme of investing in new technology and content delivery platforms, particularly for the mobile user, and in new digital information products, as part of its migration to a global online information business. Over the year the group spent more than £9m enhancing its existing products, all of it expensed from profits, and expects a similar level of investment in 2012. In addition, the group has undertaken a substantial investment programme at two of its most important electronic information businesses, BCA Research and CEIC Data, with a view to building rapidly the quality and coverage of their products and expanding their global sales resources.

 

In August the group completed the acquisition of Ned Davis Research (NDR). NDR produces data, financial models, charts and independent market commentary to help clients execute their asset allocation strategies. All of NDR's content is published online and the acquisition is expected to increase the proportion of the group's revenues derived from subscriptions to more than 50% for the first time. Euromoney intends to apply a similar investment strategy to NDR as it has done so successfully with its other independent research business, BCA Research, and build a range of new international products and drive revenue growth through an expanded global sales team. The early signs of trading at NDR are encouraging.

 

In 2012, the company intends to continue to pursue its successful strategy of tight cost control while investing in digital publishing and selective acquisitions of specialist online information businesses to drive further long-term revenue growth.

 

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 terms of CAP 2010 broadly require an adjusted profit before tax (and before CAP expense) of £100m to be achieved, from a base profit of £62.3m in financial year 2009, within the four year performance period ending in September 2013. The better than expected financial performance of the group in the last two years means the CAP profit target has been achieved in financial year 2011, two years earlier than expected.

 

The total cost of CAP 2010 can be no more than £30m. This cost was being expensed over the expected life of the plan, starting from March 2010, on the assumption that the profit performance test would first be satisfied in the financial year ending in September 2012, one year earlier than originally expected. The profit performance has now been satisfied two years earlier than expected and, under IFRS2, the earlier achievement of the CAP profit target triggers an additional accelerated CAP expense of £6.6m in this financial year, 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 believes that this additional accelerated CAP expense distorts the underlying earnings of the group and has excluded this cost from its reported adjusted profit before tax and the adjusted diluted earnings a share figure used for setting the final dividend.

 

Rewards under CAP 2010 will be satisfied by the issue of approximately 3.5 million new ordinary shares and £15m cash, with 50% of the reward deferred for a further 12 months and subject to additional performance tests. The rules of the CAP were modified this year such that individual awards could not vest more than one year ahead of the original performance period. This means that although the CAP profit target has been reached in financial year 2011, individual CAP awards will be based on profits for financial year 2012 and the first 50% tranche of CAP awards will not vest until February 2013.

 

The second 50% tranche of CAP awards will only vest if the CAP profit target is again achieved in financial year 2012 or later. Following the acquisition of NDR, the profit target for the second 50% vesting of CAP awards has been increased by £5m to £105m.

 

Trading Review

Total revenue increased by 10% to £363.1m. After a 13% increase in the first half, the headline rate of revenue growth dropped to 7% in the second, largely due to the impact of exchange rates. At constant currency, the underlying rate of revenue growth was 12% in the second half, against 13% in the first, with growth across all revenue streams.

 

2011

2010

Headline change

Change at constant exchange rates

Revenue

£m

£m

H1

H2

Year

H1

H2

 Year

Subscriptions

171.0

153.7

13%

10%

11%

12%

16%

14%

Advertising

62.7

57.6

15%

5%

9%

14%

9%

11%

Sponsorship

48.8

40.6

34%

12%

20%

34%

19%

25%

Delegates

75.0

70.7

3%

9%

6%

3%

12%

8%

Other/closed

9.4

11.6

(12%)

(24%)

(18%)

(14%)

(22%)

(18%)

FX losses on forward currency contracts

(3.8)

(4.2)

-

-

-

-

-

-

Total revenue

363.1

330.0

13%

7%

10%

13%

12%

12%

 

Subscriptions account for nearly half the group's revenue and the group has maintained double digit growth throughout financial year 2011, despite comparisons with 2010 becoming tougher as the year progressed. More than 70% of subscription revenues are derived in US dollars and currency movements have had a negative impact on growth rates in the second half. After removing the effect of exchange rates and the acquisition of NDR, underlying subscription revenues increased at a rate of 11%. This subscription growth continues to be generated by the group's premium online research and data services such as BCA Research and CEIC Data, contrasting with the lower growth rates of the traditional print publishing businesses. The acquisition of NDR and the group's investment in online publishing is expected to continue to support subscription revenue growth in the first half of financial year 2012.

 

As reported in the pre-close trading update in September, the volatility and uncertainty in markets over the summer was followed by a slowing in the rate of growth of advertising and, to a lesser degree, event sponsorship sales. As a result, September's advertising revenues were lower than expected although the impact of this advertising slow-down is more likely to be felt in the first quarter of financial year 2012.

 

The event businesses have been a key driver of the group's strong recovery over the two years since the global credit crisis. Revenues broadly comprise an equal mix of both sponsorship and paying delegates, and the growth in the second half reflects the success of the group's strategy of building large, must-attend annual events in niche markets, and continually investing to grow these events while adding new, smaller events as markets improve. The recent market uncertainty has had limited impact on the group's event businesses, while delegate bookings for training courses have held up well.

 

The group derives nearly two thirds of its total revenue in US dollars and movements in the sterling-US dollar rate can have a significant impact on reported revenues. This was not the case in the first half but in the second the average US dollar rate increased to $1.63 (2010: $1.51) which means that headline revenue growth rates are lower than underlying growth rates at constant currency by several percentage points (see table above).

 

The group's adjusted operating margin was 30.0% against 30.3% in 2010. The continued investment in digital publishing and the lag effect of increases in headcount at the end of 2010 was expected to have a negative impact on margins in 2011. This was the case in the first half when the adjusted operating margin fell by one percentage point, but this trend was reversed in the second half as revenue growth was derived from the group's higher margin research and data businesses and headcount was tightly controlled in expectation of a more challenging trading environment. Permanent headcount at September 30 was 2,111 against 2,011 at March 31 and the increase in headcount in the second half was entirely due to the acquisition of NDR. The average permanent headcount for the year increased by 9% to 2,032.

 

Business Review

Financial Publishing: revenues, approximately 50% of which are advertising-related, increased by 5% to £83.8m and adjusted operating profit by 3% to £28.2m. Advertising revenues came under pressure towards the end of the year but the increased investment in digital publishing has contributed to an increasing proportion of advertising revenues from online rather than print, and a strong performance from products less dependent on advertising such as EuroWeek and Institutional Investor Research.

 

Business Publishing: the group's activities outside finance cover a number of sectors including metals, commodities, energy, telecoms and law, with only 35% of revenues derived from advertising. Revenues increased by 7% to £59.5m and the adjusted operating margin dropped from 41% to 39% due to the impact of investment in digital publishing, particularly in businesses such as Metal Bulletin and legal publishing.

 

Training: the group's training division predominantly serves the global financial sector with a strong focus on emerging markets. After a slow start to the calendar year, due partly to the political unrest in the Middle East, delegate bookings improved from June and the division finished the year strongly with a 16% increase in Q4 revenues. Training revenues for the year increased by 9% to £32.5m and adjusted operating profits by 10% to £7.9m at a consistent adjusted operating margin of 24%.

 

Conferences and Seminars: revenues comprise both sponsorship and paying delegates and increased by 12% to £86.2m. Adjusted operating profit increased by 13% to £26.6m and the adjusted operating margin was unchanged at 31%. Growth has come across all sectors but in particular from those outside finance such as metals, coal and telecoms which have a higher emerging market exposure.

 

Research and Data: revenues are predominantly derived from subscriptions and increased by 16% to £104.3m. Adjusted operating profit increased by 12% to £42.5m and the adjusted operating margin fell by one percentage point to 41% reflecting the investment programme at BCA research and CEIC Data. NDR contributed subscription revenues of £4.6m and an adjusted operating profit of £1.2m for the two months since acquisition.

 

Financial Review

The adjusted profit before tax of £92.7m compares to a statutory profit before tax of £68.2m. A detailed reconciliation of the group's adjusted and statutory results is set out in the appendix to this statement. The statutory profit is generally lower than the adjusted profit before tax because of the impact of acquired intangible amortisation. In addition, the earlier than expected achievement of the CAP profit target (see above) has triggered an additional accelerated CAP expense of £6.6m which has further reduced the group's statutory profit.

 

Adjusted net finance costs for the group's committed borrowing facility fell by £2.1m to £7.2m, reflecting the rapid reduction in net debt prior to the acquisition of NDR. The average cost of funds for the year increased to 5.7% (2010: 5.2%) as the group's cheaper floating rate debt comprised a smaller portion of the total debt for most of the year. Following the acquisition of NDR, this position is expected to reverse in 2012 when the average cost of debt should be less than 5%. Statutory net finance costs of £9.6m (2011: £10.7m) include a £1.8m charge for the increase in deferred consideration paid on the acquisition of Arete in 2010.

 

The adjusted effective tax rate for the year was 26% against 27% in 2010. The tax rate depends on the geographic mix of profits and the group has benefited this year from reductions in UK and Canadian corporate tax rates, which are expected to lower the adjusted effective tax rate again in 2012. After utilising tax losses to reduce cash taxes paid in 2010, the group returned to a tax paying position in 2011 and cash taxes paid in the year were £27.0m against an adjusted tax expense of £24.2m.

 

The group continues to generate nearly two thirds of its revenues in US dollars, including approximately 30% of the revenues in its UK-based businesses, and more than half its operating profits are US dollar-denominated. The group hedges its exposure to the US dollar revenues in its UK businesses by using forward contracts to sell surplus US dollars. This delays the impact of movements in exchange rates for at least a year. As a result of this hedging policy, the group benefited from a £0.4m reduction in currency hedging losses compared to last year.

 

The group does not hedge the foreign exchange risk, primarily from the US dollar, on the translation of overseas profits. It does, however, endeavour to match foreign currency borrowings with investments and the related foreign currency finance costs provide a partial hedge against the translation of overseas profits. The translation impact of a one cent movement in the average sterling-US dollar exchange rate on overseas profits is approximately £0.4m on an annualised basis. The average sterling-US dollar rate for the year was $1.61 (2010: $1.55) which reduced profits by approximately £2.5m, most of it in the second half when the rate was $1.63 against $1.51 for the same period in 2010.

 

Net Debt, Cash Flow and Dividend

Net debt at September 30 was £119.2m compared with £102.7m at March 31, following the acquisition of Ned Davis Research in August for a cash consideration of £64.8m. Excluding acquisitions, net debt has fallen by approximately £50m since March 31, reflecting the group's strong cash flows which are traditionally weighted to the second half. Cash generated from operations increased by £17.2m to £118.0m and the operating cash conversion rate* was 108% (2010: 101%).

 

The acquisition of an 85% interest in NDR was funded from the group's existing borrowing facility. The remaining 15% will be acquired under an earn-out agreement, in two equal instalments, based on the profits of NDR for the years to December 31 2012 and 2013. At September 30, the expected discounted consideration payable under the earn-out was £10.1m.

 

The group's debt is provided through a $400m (£258m) multi-currency committed facility from its parent company, Daily Mail and General Trust plc (DMGT). The three year facility (£65m) is due to expire in December 2011 and will not be renewed. The five year facility (£193m) expires in December 2013 and will be used to fund the group's borrowing requirements for the next two years. In addition, DMGT has recently renewed its bank facilities for a five year period to April 2016, under which a facility of $300m (£193m) will be available to the group on expiry of its five year facility should it be required.

 

The net debt to EBITDA ratio on the group's committed facility was 1.0 times at year end, well within the group's internal covenant of three times. There are no significant capital or acquisition commitments currently expected for financial year 2012, leaving the group with plenty of headroom to pursue its selective acquisition strategy.

 

The company's policy is to distribute a third of its after-tax earnings by way of dividends each year. Accordingly, the board recommends a final dividend of 12.5p a share (2010: 11.75p) making a total dividend for the year of 18.75p (2010: 18.0p). The adjusted diluted earnings a share figure (56.1p) used to calculate the final dividend excludes the additional accelerated CAP long-term incentive scheme expense of £6.6m because the board believes this gives a better indication of the underlying earnings of the group. The final dividend will be paid on February 9 2012 to shareholders on the register at November 18 2011. A scrip dividend alternative will again be available to shareholders and the group's majority shareholder, DMGT, has indicated its intention to accept the scrip alternative.

 

Outlook

Financial markets continue to suffer from concerns over increased fiscal risk, particularly in the Eurozone, and weaker prospects for global economic growth. Nevertheless, the outlook for the first quarter of the new financial year is reasonably positive. Subscriptions, which account for approximately half the group's revenues, increased at an underlying rate (after removing the effect of exchange rates and the acquisition of NDR) of 9% in the fourth quarter which provides good momentum for further revenue growth in 2012. Delegate bookings for the group's training and event businesses have also held up well. In contrast, as announced in September, sales of advertising, and to a lesser degree event sponsorship, have shown signs of weakness since the summer. The board expects the trading environment for the rest of financial year 2012 to be more challenging and, as usual at this time, forward revenue visibility beyond the first quarter is limited other than for subscriptions.

 

For 2012, the group plans to continue its programme of investing in the digital transformation of its publishing businesses, and in improving the quality of the product and expanding the sales resources of its research and data businesses including the recently acquired Ned Davis Research. Total investment costs are expected to be similar to those expensed in financial year 2011.

 

The company is well prepared for the challenging markets ahead and in a stronger position than it was at the start of the last financial crisis, and will continue to pursue its successful strategy of investing in new products, digital publishing and selective acquisitions to drive further long-term growth.Padraic Fallon

Chairman

November 9 2011

 

\* The operating cash conversion rate is the percentage by which cash generated from operations covers adjusted operating profit.

 

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]

 

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 Consolidated Income Statement to adjusted results for the year ended September 30 2011

The reconciliation below sets out the adjusted results of the group and the related adjustments to the statutory consolidated Income Statement that the directors consider necessary in order to provide an indication of the adjusted trading performance.

2011

2010

Adjusted

Adjustments

Total

Adjusted

Adjustments

Total

Note

£000's

£000's

£000's

£000's

£000's

£000's

Total revenue

2

363,142

-

363,142

330,006

-

330,006

Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items

2

108,967

-

108,967

100,057

-

100,057

Acquired intangible amortisation

-

(12,221)

(12,221)

-

(13,671)

(13,671)

Long-term incentive expense

(9,491)

-

(9,491)

(4,364)

-

(4,364)

Additional accelerated long-term incentive expense

4

-

(6,603)

(6,603)

-

-

-

Exceptional items

3

-

(3,295)

(3,295)

-

(228)

(228)

Operating profit before associates

99,476

(22,119)

77,357

95,693

(13,899)

81,794

Share of results in associates

408

-

408

281

-

281

Operating profit

99,884

(22,119)

77,765

95,974

(13,899)

82,075

Finance income

5

1,761

-

1,761

1,637

-

1,637

Finance expense

5

(8,961)

(2,368)

(11,329)

(10,968)

(1,320)

(12,288)

Net finance costs

(7,200)

(2,368)

(9,568)

(9,331)

(1,320)

(10,651)

Profit before tax

92,684

(24,487)

68,197

86,643

(15,219)

71,424

Tax expense on profit

6

(24,164)

1,637

(22,527)

(23,325)

10,486

(12,839)

Profit after tax

68,520

(22,850)

45,670

63,318

(4,733)

58,585

Attributable to:

Equity holders of the parent

68,441

(22,850)

45,591

62,838

(4,733)

58,105

Equity non-controlling interests

79

-

79

480

-

480

68,520

(22,850)

45,670

63,318

(4,733)

58,585

Diluted earnings per share - continuing operations

8

56.05p

(18.71)p

37.34p

53.50p

(4.03)p

49.47p

 

Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising brands, trademarks, databases and customer relationships) and goodwill impairment, the additional accelerated long-term incentive expense, restructuring and other exceptional operating costs, 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 goodwill and intangible assets.

 

Further analysis of the adjusting items is presented in notes 3, 4, 5, 6 and 8 to this report.

 

Consolidated Income Statementfor the year ended September 30 2011

2011

2010

Notes

£000's

£000's

Total revenue

2

363,142

330,006

Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items

2

108,967

100,057

Acquired intangible amortisation

(12,221)

(13,671)

Long-term incentive expense

(9,491)

(4,364)

Additional accelerated long-term incentive expense

4

(6,603)

-

Exceptional items

3

(3,295)

(228)

Operating profit before associates

2

77,357

81,794

Share of results in associates

408

281

Operating profit

77,765

82,075

Finance income

5

1,761

1,637

Finance expense

5

(11,329)

(12,288)

Net finance costs

5

(9,568)

(10,651)

Profit before tax

2

68,197

71,424

Tax expense on profit

6

(22,527)

(12,839)

Profit after tax

2

45,670

58,585

Attributable to:

Equity holders of the parent

45,591

58,105

Equity non-controlling interests

79

480

45,670

58,585

Basic earnings per share - continuing operations

8

38.02p

50.04p

Diluted earnings per share - continuing operations

8

37.34p

49.47p

Adjusted basic earnings per share

8

57.09p

54.12p

Adjusted diluted earnings per share

8

56.05p

53.50p

Dividend per share (including proposed dividends)

7

18.75p

18.00p

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 7.

 

Consolidated Statement of Comprehensive Incomefor the year ended September 30 2011

2011

2010

£000's

£000's

Profit after tax

45,670

58,585

Change in fair value of cash flow hedges

(1,340)

732

Transfer of loss on cash flow hedges from fair value reserves to income statement:

Foreign exchange losses in total revenue

4,398

3,897

Foreign exchange (gains)/losses in operating profit

(695)

64

Interest payable on committed borrowings

3,985

1,662

Net exchange differences on translation of net investments in overseas subsidiary undertakings

9,330

1,177

Net exchange differences on foreign currency loans

(5,691)

(272)

Actuarial losses on defined benefit pension schemes

(1,032)

(1,748)

Tax on items taken directly to equity

1,395

447

Other comprehensive income for the year

10,350

5,959

Total comprehensive income for the year

56,020

64,544

Attributable to:

Equity holders of the parent

55,923

64,057

Equity non-controlling interests

97

487

56,020

64,544

 

Consolidated Statement of Financial Position

as at September 30 2011

 

2011

2010

Note

£000's

£000's

Non-current assets

Intangible assets

Goodwill

336,632

297,618

Other intangible assets

153,410

125,089

Property, plant and equipment

20,390

19,485

Investments

-

248

Deferred tax assets

13,216

20,819

Derivative financial instruments

218

369

523,866

463,628

Current assets

Trade and other receivables

71,417

62,808

Current income tax assets

9,803

-

Cash at bank and in hand

14,046

12,078

Derivative financial instruments

1,126

2,021

96,392

76,907

Current liabilities

Acquisition option commitments

(852)

(1,061)

Trade and other payables

(29,970)

(31,331)

Current income tax liabilities

(8,044)

(10,844)

Group relief payable

(1,063)

-

Accruals

(56,249)

(45,473)

Deferred income

(105,507)

(93,740)

Derivative financial instruments

(6,275)

(7,671)

Provisions

(810)

(1,111)

Committed loan facility

(58,516)

-

Loan notes

(1,617)

(2,039)

Bank overdrafts

(1,549)

(888)

(270,452)

(194,158)

Net current liabilities

(174,060)

(117,251)

Total assets less current liabilities

349,806

346,377

Non-current liabilities

Acquisition option commitments

(10,149)

-

Liability for cash-settled options and other non-current liabilities

(11,039)

(936)

Preference shares

(10)

-

Committed loan facility

(71,543)

(137,908)

Deferred tax liabilities

(22,225)

(24,124)

Net pension deficit

(1,899)

(1,537)

Derivative financial instruments

(1,970)

(8,368)

Provisions

(5,396)

(4,021)

(124,231)

(176,894)

Net assets

225,575

169,483

Shareholders' equity

Called up share capital

11

303

296

Share premium account

82,124

66,082

Other reserve

64,981

64,981

Capital redemption reserve

8

8

Own shares

(74)

(74)

Reserve for share-based payments

33,725

25,658

Fair value reserve

(32,768)

(33,425)

Translation reserve

55,216

45,904

Retained earnings

16,218

53

Equity shareholders' surplus

219,733

169,483

Equity non-controlling interests

5,842

-

Total equity

225,575

169,483

Consolidated Statement of Changes in Equity

as at September 30 2011

 

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 2009

284

52,445

64,981

8

(74)

23,646

(39,508)

44,734

(42,511)

104,005

986

104,991

Retained profit for the year

-

-

-

-

-

-

-

-

58,105

58,105

480

58,585

Change in fair value of cash flow hedges

-

-

-

-

-

-

732

-

-

732

-

732

Transfer of loss on cash flow hedges from fair value reserves to income statement:

Foreign exchange losses in total revenue

-

-

-

-

-

-

3,897

-

-

3,897

-

3,897

Foreign exchange losses in operating profit

-

-

-

-

-

-

64

-

-

64

-

64

Interest payable on committed borrowings

-

-

-

-

-

-

1,662

-

-

1,662

-

1,662

Exchange differences arising on translation of net investments in overseas subsidiary undertakings

-

-

-

-

-

-

-

1,170

-

1,170

7

1,177

Net exchange differences on foreign currency loans

-

-

-

-

-

-

(272)

-

-

(272)

-

(272)

Actuarial losses on defined benefit pension schemes

-

-

-

-

-

-

-

-

(1,748)

(1,748)

-

(1,748)

Tax on items taken directly to equity

-

-

-

-

-

-

-

-

447

447

-

447

Total comprehensive income for the year

-

-

-

-

-

-

6,083

1,170

56,804

64,057

487

64,544

Exercise of acquisition option commitments

-

-

-

-

-

-

-

-

1,895

1,895

(836)

1,059

Credit for share-based payments

-

-

-

-

-

2,012

-

-

-

2,012

-

2,012

Scrip/cash dividends paid

7

12,319

-

-

-

-

-

-

(16,135)

(3,809)

(723)

(4,532)

Exercise of share options

5

1,318

-

-

-

-

-

-

-

1,323

86

1,409

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

The investment in own shares is held by the Euromoney Employees' Share Ownership Trust (ESOT). At September 30 2011 the ESOT held 58,976 shares (2010: 58,976 shares) carried at a historic cost of £1.25 per share with a market value of £363,000 (2010: £361,000). The trust waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the ESOT as incurred.

The other reserve represents the share premium arising on the shares issued for the purchase of Metal Bulletin plc in October 2006.

Consolidated Statement of Cash Flows

for the year ended September 30 2011

2011

2010

£000's

£000's

Cash flow from operating activities

Operating profit

77,765

82,075

Share of results in associates

(408)

(281)

Acquired intangible amortisation

12,221

13,671

Licences and software amortisation

302

238

Long-term incentive expense

16,094

4,364

Goodwill impairment

-

1,214

Intangible impairment

120

593

Depreciation of property, plant and equipment

2,651

2,691

Increase/(decrease) in provisions

1,033

(861)

Loss on disposal of property, plant and equipment

11

708

Operating cash flows before movements in working capital

109,789

104,412

Increase in receivables

(7,464)

(3,493)

Increase/(decrease) in payables

15,645

(148)

Cash generated from operations

117,970

100,771

Income taxes paid

(27,022)

(1,912)

Net cash from operating activities

90,948

98,859

Investing activities

Dividends paid to non-controlling interests

(28)

(723)

Dividends received from associate

656

242

Interest received

293

243

Purchase of intangible assets

(557)

(333)

Purchase of property, plant and equipment

(2,112)

(3,107)

Proceeds from disposal of property, plant and equipment

95

44

Purchase of subsidiary undertaking

(64,773)

(5,165)

Net cash used in investing activities

(66,426)

(8,799)

Financing activities

Dividends paid

(6,117)

(3,809)

Interest paid

(6,644)

(9,414)

Interest paid on loan notes

(17)

(38)

Issue of new share capital

718

1,323

Payment of acquisition deferred consideration

(2,423)

-

Purchase of additional interest in subsidiary undertakings

(50)

(11,576)

Proceeds from disposal of interest in subsidiary undertakings

891

-

Settlement of derivative assets/liabilities

(746)

(3,295)

Redemption of loan notes

(420)

(3,673)

Amounts paid on intergroup tax equalisation swaps

-

(23,906)

Loan repaid to DMGT group company

(506,567)

(116,569)

Loan received from DMGT group company

498,067

79,590

Net cash used in financing activities

(23,308)

(91,367)

Net increase/(decrease) in cash and cash equivalents

1,214

(1,307)

Cash and cash equivalents at beginning of year

11,190

12,063

Effect of foreign exchange rate movements

93

434

Cash and cash equivalents at end of year

12,497

11,190

Cash and cash equivalents include bank overdrafts.

Note to the Consolidated Statement of Cash Flows

Net Debt

2011

2010

£000's

£000's

Net debt at beginning of year

(128,757)

(165,060)

Increase/(decrease) in cash and cash equivalents

1,214

(1,307)

Decrease in amounts owed to DMGT group company

8,500

36,979

Redemption of loan notes

420

3,673

Interest paid on loan notes

17

38

Other non-cash changes

(15)

14

Effect of foreign exchange rate movements

(558)

(3,094)

Net debt at end of year

(119,179)

(128,757)

Net debt comprises:

Cash at bank and in hand

14,046

12,078

Bank overdrafts

(1,549)

(888)

Total cash and cash equivalents

12,497

11,190

Committed loan facility

(130,059)

(137,908)

Loan notes

(1,617)

(2,039)

Net debt

(119,179)

(128,757)

Non-cash changes represent interest added to the principal amounts owed to DMGT and accrued interest on loan notes.

Notes to the Preliminary Statement

 

1 Basis of preparation

 

The financial information is based on the group's financial statements which are prepared in accordance with International Financial Reporting Standards as adopted for use in the EU. The financial information set out in this announcement does not constitute the group's statutory accounts for the year ended September 30 2011 or 2010 but is derived from those accounts. Statutory accounts for 2010 have been delivered to the Registrar of Companies, and those for 2011 will be delivered following the company's annual general meeting. The auditors have reported on those accounts; their report was unqualified and did not draw attention to any matters by way of emphasis without qualifying their report and did not contain a statement under s498 (2) or (3) Companies Act 2006.

 

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 6.

 

The financial position of the group, its cash flows and liquidity position are set out in detail in this annual report. The group meets its day-to-day working capital requirements through its $400 million (£258 million) dedicated multi-currency borrowing facility with Daily Mail and General Trust plc group (DMGT). The facility is divided into four quantums of sterling and US dollar funds with three and five year terms with a total maximum borrowing capacity of $310 million (£199 million) and £59 million respectively. 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 September 30 2011, the group's net debt to adjusted EBITDA was 1.01 times and the committed undrawn facility available to the group was £127.9 million. The three year quantums of the facility are due for renewal in December 2011 and the five year quantums in December 2013.

 

The group intends to allow its three year facility (£65 million) to expire when it comes up for renewal in December 2011. Any remaining funds drawn under this facility at this date will be rolled into the unused portion of the five year facility (£193 million) and, in the absence of any significant acquisitions, the group has no pressing requirement to arrange new finance before this five year facility expires in December 2013. In addition, the group has agreed terms with DMGT that provide it with access to additional funding should the group require it during the period from December 2013 through April 2016.

 

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.

 

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 annual report.

 

 

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 (formerly Databases and information services). 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.

 

The directors have recategorised four of the group's profit centres into different divisions to more accurately reflect their operations following development of their products. In addition, event 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 comparative split of divisional revenues, revenue by type and operating profits has been restated. The total revenue 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.

 

United Kingdom

North America

Rest of World

Eliminations

Total

2011

2010

2011

2010

2011

2010

2011

2010

2011

2010

(restated)

(restated)

(restated)

(restated)

(restated)

£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

50,235

45,283

35,970

36,305

2,403

2,201

(4,824)

(4,294)

83,784

79,495

Business publishing

43,118

40,617

16,397

15,113

1,702

1,651

(1,725)

(1,661)

59,492

55,720

Training

19,670

17,423

7,854

7,238

5,264

5,522

(250)

(327)

32,538

29,856

Conferences and seminars

37,752

31,389

40,901

35,167

7,680

10,391

(87)

(65)

86,246

76,882

Research and data

15,341

12,792

63,822

54,417

25,203

23,032

(47)

-

104,319

90,241

Sold/closed businesses

-

38

-

68

534

1,912

-

-

534

2,018

Corporate revenue

6

246

-

-

6

-

(12)

(246)

-

-

Foreign exchange losses on forward contracts

(3,771)

(4,206)

-

-

-

-

-

-

(3,771)

(4,206)

Total revenue

162,351

143,582

164,944

148,308

42,792

44,709

(6,945)

(6,593)

363,142

330,006

Investment income (note 5)

12

17

4

26

158

150

-

-

174

193

Total revenue and investment income

162,363

143,599

164,948

148,334

42,950

44,859

(6,945)

(6,593)

363,316

330,199

 

 

United Kingdom

North America

Rest of World

Total

2011

2010

2011

2010

2011

2010

2011

2010

(restated)

(restated)

(restated)

(restated)

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Revenue

by type and destination:

Subscriptions

30,207

27,238

78,870

66,253

61,890

60,182

170,967

153,673

Advertising

9,259

6,656

24,167

23,444

29,228

27,507

62,654

57,607

Sponsorship

8,797

8,112

18,962

17,262

21,055

15,218

48,814

40,592

Delegates

9,254

10,288

20,066

17,337

45,689

43,129

75,009

70,754

Other

1,691

3,915

4,242

3,248

3,002

2,405

8,935

9,568

Sold/closed businesses

-

38

-

68

534

1,912

534

2,018

Foreign exchange losses on forward contracts

(3,771)

(4,206)

-

-

-

-

(3,771)

(4,206)

Total revenue

55,437

52,041

146,307

127,612

161,398

150,353

363,142

330,006

United Kingdom

North America

Rest of World

Total

2011

2010

2011

2010

2011

2010

2011

2010

(restated)

(restated)

(restated)

(restated)

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Operating profit1

by division and source:

Financial publishing

19,613

18,124

8,073

8,785

508

386

28,194

27,295

Business publishing

17,233

17,499

5,799

5,045

340

303

23,372

22,847

Training

4,887

4,225

1,335

1,046

1,631

1,884

7,853

7,155

Conferences and seminars

12,626

10,662

12,202

9,860

1,733

3,015

26,561

23,537

Research and data

8,915

7,416

28,325

25,958

5,236

4,644

42,476

38,018

Sold/closed businesses

-

37

1

(67)

(162)

(379)

(161)

(409)

Unallocated corporate costs

(17,676)

(15,910)

(1,152)

(1,741)

(500)

(735)

(19,328)

(18,386)

Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items

45,598

42,053

54,583

48,886

8,786

9,118

108,967

100,057

Acquired intangible amortisation 2

(3,259)

(4,288)

(8,441)

(8,429)

(521)

(954)

(12,221)

(13,671)

Long-term incentive expense

(5,284)

(2,250)

(3,897)

(1,971)

(310)

(143)

(9,491)

(4,364)

Additional accelerated long-term incentive expense

(3,604)

-

(2,781)

-

(218)

-

(6,603)

-

Exceptional items (note 3)

(120)

-

(2,574)

1,755

(601)

(1,983)

(3,295)

(228)

Operating profit before associates

33,331

35,515

36,890

40,241

7,136

6,038

77,357

81,794

Share of results in associates

408

281

Finance income (note 5)

1,761

1,637

Finance expense (note 5)

(11,329)

(12,288)

Profit before tax

68,197

71,424

Tax expense (note 6)

(22,527)

(12,839)

Profit after tax

45,670

58,585

 

1 Operating profit before acquired intangible amortisation, long term incentive expense and exceptional items (refer to the appendix to the Chairman's Statement).

2 Acquired intangible amortisation represents amortisation of acquisition related non-goodwill assets such as trademarks & brands, customer relationships, and databases.

Acquired intangible

amortisation

Long-term incentive

expense

Exceptional items

Depreciation and

amortisation

2011

2010

2011

2010

2011

2010

2011

2010

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Other segmental information

by division:

Financial publishing

(47)

(605)

(3,291)

(819)

-

(278)

(60)

(86)

Business publishing

(2,817)

(3,982)

(1,758)

(741)

-

(17)

(20)

(25)

Training

-

-

(1,134)

(243)

-

(5)

(19)

(18)

Conferences and seminars

(354)

(423)

(4,202)

(711)

-

(2,012)

(49)

(47)

Research and data

(8,875)

(8,526)

(3,058)

(1,227)

(2,979)

(26)

(854)

(652)

Sold/closed businesses

-

-

-

-

(601)

-

(2)

-

Unallocated corporate costs

(128)

(135)

(2,652)

(623)

285

2,110

(1,948)

(2,101)

(12,221)

(13,671)

(16,095)

(4,364)

(3,295)

(228)

(2,952)

(2,929)

 

3 Exceptional items

 

Exceptional items are items of income or expense considered by the directors, either individually or if of a similar type in aggregate, as being either material or significant and which require additional disclosure in order to provide an indication of the underlying trading performance of the group.

 

2011

2010

£000's

£000's

Acquisition costs

(1,012)

-

Goodwill and intangible asset impairment

(120)

(1,807)

Restructuring and other exceptional (costs)/income

(2,163)

1,579

(3,295)

(228)

 

In 2011 the group recognised acquisition related costs of £1,012,000 relating to the acquisition of Ned Davis Research (NDR). The group's tax charge includes a related tax credit of £nil.

 

In July 2011, the group purchased the Coaltrans publishing brand for £120,000 to supplement the existing Coaltrans conference brand. The group does not plan to publish under the brand and as such immediately impaired the related intangible asset with a corresponding tax credit of £nil. At September 30 2010, the group reviewed the carrying value of goodwill and intangible assets and as a result impaired capitalised goodwill and intangible assets, mostly in connection with the group's Asia-based conference and training business, by £1,807,000 with a corresponding tax credit of £130,000.

 

Also in 2011, the group recognised an exceptional restructuring and other expense of £2,163,000 (2010: exceptional income of £1,579,000). This comprised an exceptional restructuring charge of £2,568,000 (2010: £649,000) following the closure or reorganisation of underperforming businesses and the restructuring of NDR. The other costs primarily include an exceptional credit of £405,000 (2010: credit of £2,228,000) following successful resolution of a US legal dispute. The group's tax charge includes a related net tax credit of £312,000 (2010: expense of £640,000).

 

 

4 Additional accelerated long-term incentive expense

 

The CAP 2010 adjusted pre-tax profit* target of £100 million was achieved in financial year 2011, two years earlier than expected. Following modification, the internal rules of the plan prevent the awards vesting to employees more than one year early, so although the primary condition has been achieved the award pool will be allocated to holders of awards based on the profits achieved in financial year 2012. However, despite the awards not vesting in February 2012, IFRS 2 'Share-based payments' requires the group to accelerate recognition of the CAP 2010 accounting charge as if the awards will vest in February 2012. As such the group has recognised an additional accelerated long-term incentive expense of £6,603,000. The total charge over the life of the scheme remains unchanged at £30 million.

 

* Profit before tax excluding acquired intangible amortisation, CAP 2010 element of long-term incentive expense, exceptional items, profits from significant acquisitions, net movements in acquisition option commitments values and imputed interest on acquisition option commitments as set out in the Income Statement, note 3 and note 5.

 

 

5 Finance income and expense

 

2011

2010

£000's

£000's

Finance income

Interest income:

Interest receivable from DMGT group undertakings

136

26

Interest receivable from short-term investments

174

193

Expected return on pension scheme assets

1,451

1,283

Fair value gains on financial instruments:

Ineffectiveness of interest rate swaps and forward contracts

-

135

1,761

1,637

Finance expense

Interest expense:

Interest payable on committed borrowings

(7,007)

(9,575)

Interest payable to DMGT group undertakings

(25)

-

Interest payable on loan notes

(15)

(31)

Interest on pension scheme liabilities

(1,290)

(1,225)

Net movements in acquisition option commitment values

(358)

(1,191)

Imputed interest on acquisition option commitments

(181)

(129)

Movement in acquisition deferred consideration

(1,829)

-

Interest on tax underpaid

(317)

(137)

Fair value losses on financial instruments:

Ineffectiveness of interest rate swaps and forward contracts

(307)

-

(11,329)

(12,288)

Net finance costs

(9,568)

(10,651)

2011

2010

£000's

£000's

Reconciliation of net finance costs in Income Statement to adjusted net finance costs

Total net finance costs in the Income Statement

(9,568)

(10,651)

Add back:

Net movements in acquisition option commitment values

358

1,191

Imputed interest on acquisition option commitments

181

129

Movement in acquisition deferred consideration

1,829

-

2,368

1,320

Adjusted net finance costs

(7,200)

(9,331)

The reconciliation of net finance costs in the Income Statement has been provided since the directors consider it necessary in order to provide an indication of the adjusted net finance costs.

 

 

6 Tax on profit on ordinary activities

 

2011

2010

£000's

£000's

Current tax expense/(credit)

UK corporation tax expense

4,018

6,314

Foreign tax expense

12,359

12,071

Release of prior years' provisions

-

(3,239)

Adjustments in respect of prior years

(709)

(1,292)

15,668

13,854

Deferred tax expense/(credit)

Current year

7,605

6,356

Release of prior years' provisions

-

(6,141)

Adjustments in respect of prior years

(746)

(1,230)

6,859

(1,015)

Total tax expense in Income Statement

22,527

12,839

 

The effective tax rate for the year is an expense of 33% (2010: expense of 18%). The adjusted effective tax rate for the year is 26% (2010: 27%) as set out below:

 

2011

2010

£000's

£000's

Reconciliation of tax expense in Income Statement to adjusted tax expense

Total tax expense in Income Statement

22,527

12,839

Add back:

Tax on intangible amortisation

4,041

4,395

Tax on exceptional items

312

(1,127)

Tax on accelerated CAP charge

493

-

Tax on US goodwill amortisation

(4,664)

(4,684)

Tax on release of prior years' provisions

-

9,380

Tax adjustments in respect of prior years

1,455

2,522

1,637

10,486

Adjusted tax expense

24,164

23,325

Adjusted profit before tax (refer to the appendix to the Chairman's Statement)

92,684

86,643

Adjusted effective tax rate

26%

27%

 

In 2010 the release of prior years' provisions of £9,380,000 arose due to the agreement by the tax authorities of open tax matters during the year.

 

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 underlying profit disclosed in the appendix to the Chairman's Statement. However, the current tax effect of goodwill and intangible items is not removed. The group considers that the resulting adjusted effective tax rate is more representative of its tax payable position, as the deferred tax effect on the goodwill and intangible items is not expected to crystallise.

 

The actual tax expense for the year is different from 27% of profit before tax for the reasons set out in the following reconciliation:

 

2011

2010

£000's

£000's

Profit before tax

68,197

71,424

Tax at 27% (2010: 28%)

18,413

19,999

Factors affecting tax charge:

Rates of tax on overseas profits

2,021

2,278

Associate income reported net of tax

(110)

(79)

US state taxes

1,116

1,304

Goodwill and intangibles

(48)

341

Disallowable expenditure

1,001

704

Effect of additional accelerated long-term incentive expense

1,717

-

Tax impact of consortium relief

(354)

-

Deferred tax charge arising from changes in tax laws

229

194

Release of prior years' provisions

-

(9,380)

Adjustments in respect of prior years

(1,458)

(2,522)

Total tax expense for the year

22,527

12,839

 

The rate of corporation tax for large companies was reduced from 28% to 26% from April 1 2011. The UK income tax expense for the group's UK companies is 27% (2010: 28%) as the financial year straddles the two different tax rates.

 

The UK government also announced that there will be three further annual reductions in the main tax rate of 1% per year down to 23% by April 2014. This change has resulted in a deferred tax charge arising from the reduction in the balance sheet carrying value of deferred tax assets to reflect the anticipated rate of tax at which those assets are expected to reverse. Management estimate that the future tax rate changes would further reduce the UK deferred tax asset recognised but the actual impact will be dependent on the deferred tax position at that time.

 

In addition to the amount charged to the Income Statement, the following amounts relating to tax have been directly recognised in other comprehensive income:

 

2011

2010

£000's

£000's

Current tax

-

(556)

Deferred tax

(1,395)

109

(1,395)

(447)

 

 

7 Dividends

 

2011

2010

£000's

£000's

Amounts recognisable as distributable to equity holders in period

Final dividend for the year ended September 30 2010 of 11.75p (2009: 7.75p)

13,928

8,816

Interim dividend for year ended September 30 2011 of 6.25p (2010: 6.25p)

7,531

7,327

21,459

16,143

Employees' Share Ownership Trust dividend

(11)

(8)

21,448

16,135

Proposed final dividend for the year ended September 30

15,156

13,927

Employees' Share Ownership Trust dividend

(7)

(7)

15,149

13,920

 

A final dividend of 12.5 pence per ordinary share (2010: 11.75 pence) is proposed for the year ended September 30 2011. Subject to shareholder approval at the Annual General Meeting, this would be paid on February 9 2012 to shareholders on the register on November 18 2011. It is expected that the shares will be marked ex-dividend on November 16 2011.

 

The directors have resolved to offer a scrip dividend alternative, under the scheme approved by shareholders on January 28 2009, to the final dividend. The scrip reference price, by reference to which new ordinary shares will be issued to those shareholders who elect to receive shares instead of cash in respect of the final dividend, will be announced by the company on December 7 2011. The scrip reference price will be equal to the average of the middle market quotations of an ordinary share as derived from the Daily Official List for the fifteen successive dealing days commencing on November 16 2011 and ending on December 6 2011. Mandate forms or revocations of elections must be received by the company's registrars no later than 3.00 pm on January 19 2012 to be effective. Full details of the scrip dividend alternative will be included in the shareholder's circular which will be sent to shareholders in December 2011 and for those shareholders who have opted for electronic communication, the information will be available on the company's website (www.euromoneyplc.com) at the same time.

 

The proposed final dividend of 12.5 pence (2010: 11.75 pence) is subject to approval at the Annual General Meeting on January 26 2012 and has not been included as a liability in these financial statements in accordance with IAS 10 'Events after the balance sheet date'.

 

 

8 Earnings per share

 

2011

2010

£000's

£000's

Earnings attributable to equity holders of the parent

45,591

58,105

Basic earnings

45,591

58,105

Acquired intangible amortisation

12,221

13,671

Exceptional items

3,295

228

Imputed interest on acquisition option commitments

181

129

Net movements in acquisition option commitment values

358

1,191

Movements on acquisition deferred consideration

1,829

-

Additional accelerated long-term incentive scheme expense

6,603

-

Tax on the above adjustments

(4,846)

(3,268)

Tax deduction on US goodwill

4,664

4,684

Provision released in respect of prior years' tax

-

(9,380)

Tax adjustment in respect of prior years

(1,455)

(2,522)

Adjusted earnings

68,441

62,838

2011

2011

2010

2010

Adjusted basic earnings per share

Adjusted diluted earnings per share

Adjusted basic earnings per share

Adjusted diluted earnings per share

Number

Number

Number

Number

000's

000's

000's

000's

Weighted average number of shares

119,957

119,957

116,166

116,166

Shares held by the Employees' Share Ownership Trust

(59)

(59)

(59)

(59)

Weighted average number of shares

119,898

119,898

116,107

116,107

Effect of dilutive share options

2,214

1,344

Diluted weighted average number of shares

122,112

117,451

Pence per share

Pence per share

Pence per share

Pence per share

Basic earnings per share

38.02

38.02

50.04

50.04

Effect of dilutive share options

(0.68)

(0.57)

Diluted earnings per share

37.34

49.47

Effect of acquired intangible amortisation

10.19

10.01

11.77

11.64

Effect of exceptional items

2.75

2.70

0.20

0.19

Effect of imputed interest on acquisition option commitments

0.15

0.15

0.11

0.11

Effect of net movements in acquisition option commitment values

0.30

0.29

1.03

1.01

Movements on acquisition deferred consideration

1.53

1.50

-

-

Additional accelerated long-term incentive scheme expense

5.51

5.41

-

-

Effect of tax on the above adjustments

(4.04)

(3.98)

(2.81)

(2.78)

Effect of tax deduction on US goodwill

3.89

3.82

4.03

3.99

Effect of provision release in respect of prior years' tax

-

-

(8.08)

(7.98)

Effect of tax adjustment in respect of prior years

(1.21)

(1.19)

(2.17)

(2.15)

Adjusted basic and diluted earnings per share

57.09

56.05

54.12

53.50

 

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 earning figures per share relate to continuing operations.

 

9 Acquisitions

Purchase of new business

On July 29 2011, the group acquired 84.99% of the equity share capital of Ned Davis Research (NDR), the US-based provider of independent financial research to institutional investors, for cash consideration of US$112.0 million (£68.5 million). The acquisition of NDR is consistent with the group's strategy to build a tightly focussed global online information business with a high proportion of revenues derived from subscription products.

 

The remaining interest in NDR 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 total discounted amount the group expects to pay under this option agreement is £10.1 million. The maximum amount payable for 100% of NDR is US$173.0 million (£111.0 million).

 

The provisional acquisition accounting is outlined below:

Accounting

policy

Fair value

Provisional

Book value

alignment

adjustments

fair value

£000's

£000's

£000's

£000's

Net assets:

Intangible assets

-

-

37,652

37,652

Other non-current assets

2,920

(1,415)

-

1,505

Cash and cash equivalents

3,727

-

-

3,727

Trade and other receivables

562

2,645

-

3,207

Trade creditors and other payables

(2,111)

(4,130)

-

(6,241)

5,098

(2,900)

37,652

39,850

Net assets acquired (84.99%)

33,869

Goodwill

34,337

Total consideration

68,206

Consideration satisfied by:

Cash

68,500

Cash receivable from non-controlling interest

(1,390)

Deferred consideration

1,096

68,206

Net cash outflow arising on acquisition:

Cash consideration

68,500

Less: cash and cash equivalent balances acquired

(3,727)

64,773

 

Intangible assets represent brands US$11,957,000 (£7,285,000), databases US$7,195,000 (£4,383,000) and customer relationships US$42,653,000 (£25,984,000) for which amortisation of £723,000 has been charged in the year. The brands will be amortised over their useful economic life of 20 years.

 

Goodwill arises from anticipated profitability and future operating synergies from combining the operations with the group. Of the goodwill recognised, £32.5 million is expected to be deductible for income tax purposes.

 

The fair value of the assets acquired includes trade receivables of US$553,000 (£337,000). The gross amount due under contracts is equal to this balance, and is all expected to be collectable.

 

NDR contributed £4,625,000 to the group's revenue, £1,185,000 to the group's operating profit and £488,000 to the group's profit before tax for the period between the date of acquisition and September 30 2011. In addition acquisition related costs (£1,012,000) and restructuring costs (£837,000) were incurred and recognised as an exceptional item in the income statement for the year ended September 30 2011 (note 3).

 

If the above acquisition had been completed on the first day of the financial year, NDR would have contributed £25,272,000 to the group's revenue for the year and £5,032,000 to the group's profit before tax for the year (excluding the exceptional costs above).

 

Structured Retail Products Limited (formerly Arete Consulting Limited)

In August 2010, the group acquired 100% of the equity share capital of Arete Consulting Limited (Arete), a leading on-line information source for the structured retail products market, for an initial gross cash consideration of £6.1 million with a further net consideration of up to £3.9 million dependent upon the audited profits of Arete for the year to February 28 2011.

 

The provisional fair value of the net assets acquired measured at September 30 2010 was £2,386,000. Following true-up adjustments during the year the provisional fair value of the net assets acquired as at March 31 2011 was adjusted to £1,943,000. As a result the goodwill on acquisition increased from £4,351,000 at September 30 2010 to £4,794,000 at September 30 2011. During the year the group received a refund of £111,000 following a post-acquisition working capital adjustment.

 

The deferred consideration arrangement required the group to pay the former owners of Arete an amount of up to £3.9 million calculated using a pre-determined multiple of the February 2011 audited profits of the Arete group. During the period, due to the strong performance of Arete since acquisition, the expected deferred consideration payment under this mechanism increased from £705,000 to £2,534,000 resulting in a charge to the Income Statement of £1,829,000.

 

In February 2011, the employees of Arete were awarded 2.67% of the existing total equity share capital of Arete from the group for £nil consideration, under an incentive arrangement.

 

Increase in equity holdings

IAS 27 (2008 revised)'Consolidated and Separate Financial Statements' requires that, where there is a change in ownership that does not result in a loss of control of an existing controlled entity, this is accounted for as an equity transaction, with no adjustment to goodwill. The standard also specifies the accounting when control is lost: any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in the Income Statement.

 

In February 2011, the group purchased a further 0.08% of the equity share capital of Internet Securities, Inc. (ISI) for a cash consideration of $81,000 (£50,000). The group's equity shareholding in ISI increased to 98.8%.

 

10 Change in ownership of subsidiaries

 

On May 31 2011, the group issued 7,258,408 'B' shares in Euromoney Consortium Limited to DMG Charles Limited, a DMGT group company, for £726,000. The 'B' shares issued carry 49.9% of the voting rights in the company but only 0.3% of the economic value. Euromoney Consortium Limited holds the majority of the group's UK trading entities. The sale enables the group to take advantage of HMRC's consortium relief rules and where appropriate claim tax losses from the DMGT group. The subscription price received reflected the open market value of the equity stake of the group of UK trading companies involved.

 

On August 1 2011, the group sold 49,900 'B' shares in Euromoney Consortium 2 Limited to DMG Charles Limited, a DMGT group company, for £128,000 and 25,000 preference shares to a third party for £10,000. The 'B' shares sold carry 49.925% of the voting rights in the company but only 0.3% of the economic value. The preference shares carry 25.013% of the voting rights in the company and the right to receive a £1,000 preference dividend each year. The preference shares carry no rights to the economic value of Euromoney Consortium 2 Limited. Euromoney Consortium 2 Limited's only significant investment is a 100% equity stake in Euromoney Trading Limited, the group's UK main trading entity. The sale enables the group to take advantage of HMRC's consortium relief rules and where appropriate claim tax losses from the DMGT group. The sale price received reflected the open market value of the equity stake of Euromoney Trading Limited.

 

On October 19 2010, the group sold 2,000 ordinary shares of the equity share capital of Adhesion Asia Ltd. Links Event China Ltd acquired 750 ordinary shares, for cash consideration of €12,000 (£10,000), and Olivier Darras acquired 1,250 ordinary shares for cash consideration of €20,000 (£17,000). The ordinary shares sold carry 20% of the voting rights and 20% of the economic value.

 

11 Called up share capital

 

2011

2010

£000's

£000's

Allotted, called up and fully paid

121,247,380 ordinary shares of 0.25p each

(2010: 118,491,911 ordinary shares of 0.25p each)

303

296

 

During the year, 2,755,469 ordinary shares of 0.25p each (2010: 4,734,448 ordinary shares) with an aggregate nominal value of £6,889 (2010: £11,836) were issued as follows: 2,226,089 ordinary shares (2010: 2,620,495) under the company's 2010 scrip dividend alternative for a cash consideration of £nil (2010: £nil); and 529,380 ordinary shares (2010: 2,113,953 ordinary shares) following the exercise of share options granted under the company's share option schemes for a cash consideration of £718,392 (2010: £1,322,454).

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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