22nd Nov 2018 07:00
Euromoney Institutional Investor PLC
Preliminary Statement
22 November 2018
Euromoney Institutional Investor PLC (Euromoney), the global information business providing essential B2B information to global and specialist markets, announces results for the year ending 30 September 2018.
| 2018 |
| 2017 |
| Change |
Adjusted1 |
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• Total revenue | £414.1 | m | £428.4 | m | (3%) |
• Adjusted operating profit | £110.7 | m | £107.1 | m | 3% |
• Adjusted operating profit margin | 27 | % | 25 | % | 2% |
• Adjusted profit before tax | £109.2 | m | £106.5 | m | 3% |
• Adjusted diluted earnings per share | 81.3 | p | 76.4 | p | 6% |
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Underlying2 |
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• Underlying revenue | £388.4 | m | £378.4 | m | 3% |
• Underlying profit before tax | £100.6 | m | £92.8 | m | 8% |
Statutory |
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• Revenue | £390.3 | m | £386.9 | m | 1% |
• Operating profit | £161.9 | m | £43.4 | m |
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• Operating profit margin | 41 | % | 11 | % | 30% |
• Profit before tax | £161.2 | m | £40.7 | m |
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• Diluted earnings per share | 187.0 | p | 37.9 | p |
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Net cash/(debt) | £78.3 | m | (£154.6) | m |
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Final dividend per share | 22.3 | p | 21.8 | p | 2% |
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A detailed reconciliation of the Group's adjusted1 and underlying2 results is set out in the appendix to this statement. |
Strategic and operational highlights
· Encouraging overall performance
- A year of underlying growth
- Strong growth in Pricing, Data & Market Intelligence segment
- Good underlying revenue growth from events across all segments
- Action taken to mitigate headwinds in Asset Management segment
- Continued decline in advertising revenue, now accounting for only 9% of total revenue
· Active portfolio management in line with our strategy
- Three acquisitions and four disposals (additionally, Mining Indaba sold post year-end)
Financial highlights
· Underlying revenue up 3% (excluding Global Markets Intelligence Division which was sold in April 2018)
· Statutory revenue from continuing operations up 1%
· Underlying profit before tax up 8%, with Pricing, Data & Market Intelligence underlying profits up 18%
· Statutory profit before tax £161.2m, including one-off profits on disposals
· Adjusted operating profit margin improves from 25% to 27%
· Strong cash performance with 102% underlying cash conversion (2017: 118%)
· Net cash position of £78.3m supports continued investment in organic growth and acquisitions
· Final dividend per share up 2%
Andrew Rashbass, CEO, said:
"2018 was a successful year for Euromoney, delivering good growth in underlying revenue and profit as forecast at our March 2016 Investor Day. Our Pricing, Data & Market Intelligence segment recorded a very strong performance and there was good underlying growth in events across all segments.
Euromoney is making steady progress towards a 3.0 business model guided by our clear strategy: investing in semi-opaque markets where mission-critical information is hard to find; transforming our operating model; and actively managing our portfolio. This development, combined with our strong balance sheet underpins our confidence in further progress in the year ahead."
1Adjusted measures include the results of continuing and discontinued operations and exclude the impact of amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy set out on pages 5 and 6.
2 Underlying measures reported in 2017 included the adjusted results of continuing and discontinued operations and are stated at constant exchange rates, including pro forma prior year comparatives for acquisitions and excluding disposals and significant event timing differences. In 2018, the underlying measures are on the same basis but exclude discontinued operations. This means that the 2018 underlying measures only reflect the performance of the continuing businesses.
Strategy
Our strategy is to manage a portfolio of businesses in markets where information, data and convening market participants are valued. We deliver products and services that support our clients' critical activities. We look to serve markets which are semi-opaque; that is, where the information which organisations need in order to operate effectively is hard to find.
Our strategy is designed to develop the businesses we own and deliver strategic, timely and well-executed acquisitions and disposals. We aim to allocate and recycle capital efficiently to good organic and inorganic opportunities via our 'best-of-both-worlds' operating model. Our ambition is to generate consistent and meaningful returns for our shareholders at relatively low risk.
Operating and Financial Review
On an underlying basis, it has been a year of growth for the Group despite the market headwinds affecting our Asset Management segment.
Revenue
Underlying revenue grew 3%, driven by a strong performance in our Pricing, Data & Market Intelligence segment as we continue to evolve towards a 3.0 business model. Total revenue for the year decreased by 3% to £414.1m largely because of the disposal of Global Markets Intelligence Division (GMID) in April 2018 and stronger sterling compared to the US dollar. Statutory revenue increased by 1% to £390.3m.
Revenue (£m)1 | Subscriptions | Advertising | Events | Other | Total | |||||
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Asset Management | 119.7 | (5%) | 11.9 | (7%) | 19.4 | 6% | - | (62%) | 151.0 | (4%) |
Pricing, Data & Market Intelligence | 90.6 | 12% | 16.9 | - | 36.7 | 6% | 0.5 | (43%) | 144.7 | 9% |
Banking & Finance | 8.6 | 2% | 8.7 | (9%) | 52.3 | 8% | 1.1 | 8% | 70.7 | 5% |
Commodity Events | - |
| - |
| 20.6 | 9% | 0.2 | (40%) | 20.8 | 9% |
| 218.9 | 2% | 37.5 | (5%) | 129.0 | 7% | 1.8 | - | 387.2 | - |
Foreign exchange gains on forward contracts |
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| 1.2 | - |
Underlying revenue |
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| 388.4 | 3% |
Sold/closed businesses2 |
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| 25.7 | - |
Total revenue |
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| 414.1 | (3%) |
1 Percentages are underlying growth rates compared to last year. Underlying measures are detailed on page 7.
2 Sold/closed businesses include continued and discontinued operations
The Group's Pricing, Data and Market Intelligence businesses - focused on price discovery, data and market intelligence - performed strongly, with underlying operating profit growing 18%. Subscription revenues increased by an underlying 12%, mainly due to an excellent performance from Fastmarkets, our price reporting agency. In August 2018, we acquired Random Lengths, a wood-pricing provider and leading news source for the North American lumber industry for $18.8m, filling a gap in the Group's forest products price-reporting coverage.
Structural and cyclical industry issues facing investment research continued to have an impact on our Asset Management segment. This led to a decline in revenues and profits in the segment. The performance of Institutional Investor, where revenues are sourced from asset management marketing rather than research budgets, improved during the year. We have conducted a strategic review of our Asset Management segment to help our investment research businesses (BCA and NDR) adapt to this challenging business environment. This review has delivered significant cost savings of around £7m across the investment research businesses, which have been partly re-invested in sales and marketing, digital technology and product development. The outlook for our investment research businesses continues to be challenging, but management actions already taken should mitigate some of the revenue downsides in 2019. For example, we transitioned Institutional Investor magazine to digital-only during 2018. Institutional Investor is now largely a membership, events and research business, with publishing making up just 9% of its revenue.
The Commodity Events and Banking & Finance segments, which together accounted for 22% of total revenue, returned to growth following the strategic measures taken during 2017, which focused events revenues on large core events and eliminated low-margin events and training courses. In October 2018, we sold Mining Indaba as it did not align with our strategy. Following this disposal, the Commodity Events segment will be removed for reporting purposes, with the remaining Commodity Events being moved into the Pricing, Data & Market Intelligence segment, reflecting how they will be managed in future.
Underlying subscription revenues, which make up 56% of Group underlying revenues, increased by 2%, with strong growth in Pricing, Data & Market Intelligence more than offsetting the reduction in the Asset Management segment. Although underlying advertising revenues declined by 5%, the rate slowed from 2017 (a reduction of 8%), reflecting success in the investment in thought-leadership products and in directories. Advertising revenue now represents only 9% of total revenue. Underlying event revenues increased 7%, with the Banking & Finance and Commodity Events segments the most significant growth areas, but with all segments performing well. The strategic focus to build large, repeat, high-margin events is delivering strong results. Mining Indaba performed well during the year, with underlying revenue growth of 18%.
Active portfolio management
One of the Group's three pillars of strategic activity is active portfolio management, minimising investment in businesses where the market is weak and the business model structurally challenged and investing where businesses are structurally strong and supported by market tailwinds. During the year, the Group made three acquisitions and four disposals (additionally selling Mining Indaba just after the year end).
The acquisitions included investment in price discovery and asset management, in each case where the businesses are deeply embedded in the workflows of their customers and their product suite is complementary to existing businesses. The main disposal was of GMID, which although a good business was not strategic, and was sold to recycle capital towards our main investment themes. This portfolio management forms part of our evolution towards a 3.0 business model.
Profit
The adjusted operating profit margin increased by two percentage points to 27% largely due to our choices on allocation of capital, our focus on driving out costs and improving sales mix. 2018 saw significant investment in the Pricing, Data & Market Intelligence segment and the integration of RISI. The drag from our accelerated investment in central functions following the DMGT sell down in 2017 slowed in the second half of 2018, with that team now largely complete. Adjusted operating profit increased by 3% to £110.7m.
Adjusted profit before tax increased by 3% to £109.2m. Adjusted diluted earnings per share increased by 6% to 81.3p (2017: 76.4p), largely reflecting the combined benefit of the improvement in earnings and the reduced number of shares in issue following the share buyback. Underlying profit before tax grew by 8% reflecting operational gearing and cost control.
The statutory profit before tax of £161.2m is higher than the adjusted profit before tax mainly due to exceptional items of £81.4m offset by acquired intangible amortisation of £22.7m and a £6.6m contribution from discontinued operations. Statutory operating profit increased from £43.4m to £161.9m resulting in an improvement in the operating margin from 11% to 41%.
Exceptional items
The exceptional credit for continuing operations of £81.4m principally comprises £86.8m of profit on disposal of businesses. Full details are included in note 3. The discontinued operations exceptional item of £90.3m relates to the profit on disposal of GMID.
Tax
The adjusted effective tax rate is 20% (2017:19%) which is based on adjusted profit before tax and excludes deferred tax movements on intangible assets, tax on exceptional items, prior year items and other tax adjusting items as described further below. The tax rate in each year depends mainly on the geographic mix of profits and applicable tax rates. US tax reform did not have a material impact on the adjusted effective tax rate for 2018.
The Group's statutory effective tax rate increased to 32% compared to 8% in 2017. The increase in rate is driven by the tax on disposal of shares in GMID and non-recoverable foreign withholding tax on the payment of a $380m intercompany dividend from Canada to the UK in the year.
Significant reconciling items between the adjusted and statutory effective tax expense include: a tax charge of £16.8m that arises from the disposal of GMID and Dealogic, non-recoverable withholding tax of £14.6m that arises from a $380m intercompany dividend and the impact of US tax reform including a deferred tax credit of £4.7m arising from the revaluation of the Group's US net deferred tax liabilities and a one-time deemed repatriation tax charge of £3.2m related to unremitted earnings. Prior year items primarily reflect an increase in a provision for an uncertain tax position in relation to an HMRC enquiry. These items are excluded from adjusted tax as they are significant and not in the ordinary course of business. Full details are included in note 5.
Following a review of the impact of US tax reform on the Group's debt profile, certain financing arrangements have partially been unwound during the year (and will be fully unwound by the end of the next financial year) and a dividend was paid from our Canadian subsidiary. The result is that the adjusted effective tax rate is now expected to remain at 20% in 2019 rather than 23% as previously guided.
The Group continues to have a number of uncertain tax positions, primarily the Canadian and UK exposures which have been highlighted in previous periods, for which the maximum exposures are explained in note 5.
Dividend
The Group has a progressive dividend policy targeting a dividend pay-out ratio of 40% of adjusted diluted earnings per share. The Directors are recommending a final dividend of 22.3 pence per share, which subject to Shareholder approval at our AGM on 1 February 2019 and will be paid on 14 February 2019 to shareholders on the register at the close of business on 30 November 2018. Together with the interim dividend, this makes a total dividend for the year ended 30 September 2018 of 32.5 pence per share, a 6% increase on the 30.6 pence dividend for the year ended 30 September 2017.
Net cash/(debt) and cash flow
Net cash at 30 September 2018 was £78.3m compared with net debt of £37.0m at 31 March 2018 and net debt of £154.6m at 30 September 2017. The move to a net cash position follows receipt of net proceeds of £226.5m from disposals including Dealogic and GMID, as well as strong underlying operating cash flows of £113.3m. The increase in cash was partly offset by dividend payments of £34.8m and payments for acquisitions and increased subsidiary holdings of £30.8m.
Following large disposals and continued strong operating cash flows, in May 2018 the Group repaid its $100m and £40m term-loans and increased the size of its revolving credit facility to £240m. Cash used in financing activities was £213.7m (2017: cash generated £21.7m), principally from the repayment of borrowings of £167.7m and the purchase of additional interest in subsidiary undertakings of £10.1m.
The Group's underlying operating cash conversion for the 12 months to September was 102% (2017: 118%). The 2017 cash conversion included one-off improvements in working capital performance.
Currency
The Group generates approximately two-thirds of its revenues in US dollars, including approximately 40% of the revenues in its UK-based businesses, and approximately two-thirds of its operating profits are US dollar-denominated. The exposure to US dollar revenues in its UK businesses is partially hedged using forward contracts to sell US dollars, which delays the impact of movements in exchange rates for at least a year. However, the Group does not hedge the foreign exchange risk on the translation of overseas profits.
The average sterling-US dollar rate for the year to 30 September was $1.35 (2017: $1.27). This had a negative impact on headline revenue growth rates for the year by approximately two percentage points though benefited adjusted profit before tax by £1.5m. Each one cent movement in the US dollar rate has an impact on translated profits, net of UK revenue hedging, of approximately £0.7m on an annualised basis. The Group also translates its non-sterling denominated balance sheet items resulting in a loss in 2018 of £1.5m (2017: £0.4m).
Outlook
The UK's exit from the EU may lead to foreign exchange volatility and general business uncertainty in the forthcoming year. The outlook for our Pricing, Data & Market Intelligence segment is broadly consistent with 2018, however, continuing the strong growth we had in events revenues through into 2019 will be a challenge. Euromoney is making steady progress towards a 3.0 business model guided by our clear strategy. Combined with our strong balance sheet, this underpins our confidence in further progress in the year ahead.
Further trading updates
Further coverage of these full-year results will be provided to analysts at a presentation starting at 9:30am on 22 November at the offices of UBS. The Group intends to provide a brief trading update on 1 February 2019.
Definitions
Total revenue - includes the revenues of continuing and discontinued operations.
Adjusted measures include the results of continuing and discontinued operations and exclude the impact of amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy set out in the Appendix to this Statement.
Underlying measures reported in 2017 included the adjusted results of continuing and discontinued operations and are stated at constant exchange rates, including pro forma prior year comparatives for acquisitions and excluding disposals and significant event timing differences. In 2018, the underlying measures are on the same basis but exclude discontinued operations. This means that the 2018 underlying measures reflect the performance of the continuing businesses.
The adjusted effective tax rate is based on the adjusted profit before tax and excluding deferred tax movements on intangible assets, prior year items, tax on exceptional items and other tax adjusting items including non-recoverable withholding tax and US Tax Reform.
END
For further information, please contact:
Euromoney Institutional Investor PLC
Wendy Pallot, Chief Financial Officer: +44 20 7779 8866; [email protected]
FTI Consulting
Charles Palmer / Jamie Ricketts / Amy Hurnell / Jamille Smith: +44 20 3727 1000; [email protected]
NOTE TO EDITORS
Euromoney Institutional Investor PLC ('Euromoney') is a global, multi-brand information business which provides critical data, price reporting, insight, analysis and must-attend events to financial services, commodities, telecoms and legal markets. Euromoney is listed on the London Stock Exchange and is a member of the FTSE 250 share index. (www.euromoneyplc.com)
CAUTIONARY STATEMENT
This Preliminary Statement ('Statement') is prepared for and addressed only to the Company's shareholders as a whole and to no other person. The Company, its Directors, employees, agents and advisers accept and assume no liability to any person in respect of this Statement save as would arise under English law. Statements contained in this Statement are based on the knowledge and information available to the Group's Directors at the date it was prepared and therefore facts stated and views expressed may change after that date.
This document and any materials distributed in connection with it may include forward-looking statements, beliefs, opinions or statements concerning risks and uncertainties, including statements with respect to the Group's business, financial condition and results of operations. Those statements and statements which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Company's Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and which may cause results and developments to differ materially from those expressed or implied by those statements and forecasts. No representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this Statement. The Group undertakes no obligation to release any update of, or revisions to, any forward-looking statements, opinions (which are subject to change without notice) or any other information or statement contained in this Statement. Furthermore, past performance of the Group cannot be relied on as a guide to future performance.
No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per Euromoney Institutional Investor PLC share for the current or future financial years would necessarily match or exceed the historical published earnings per Euromoney Institutional Investor PLC share.
Nothing in this document is intended to constitute an invitation or inducement to engage in investment activity. This document does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, any securities nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto. This document does not constitute a recommendation regarding any securities.
LEI Number: 213800PZU2RGHMHE2S67
Appendix to Preliminary Statement
Reconciliation of Consolidated Income Statement to adjusted results for the year ended 30 September 2018
The Directors believe that the adjusted measures provide additional useful information for shareholders to evaluate and compare the performance of the business from period to period. These measures are used by management for budgeting, planning and monthly reporting purposes and are the basis on which executive management is incentivised. The non-IFRS measures also enable the Group to track more easily and consistently the underlying operational performance by separating out the following types of exceptional income, charges and non-cash items.
Total revenue represents the combined reported revenue from continuing and discontinued operations.
Adjusted results include continuing and discontinued operations. The discontinued operations for the Global Markets Intelligence Division (GMID) have been included in the adjusted results as it was owned and managed as part of the Group for the period to 30 April 2018.
Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising trademarks and brands, databases and customer relationships); exceptional items; share of associates' and joint ventures' acquired intangibles amortisation and exceptional items; net movements in deferred consideration and acquisition commitments; related tax items and other adjusting items described below.
The amortisation of acquired intangible assets is adjusted as the premium paid relative to the net assets on the balance sheet of the acquired business is classified as either goodwill or as an intangible asset arising on a business combination and is recognised on the Group's balance sheet. This differs to organically developed businesses where assets such as employee talent and customer relationships are not recognised on the balance sheet. Impairment and amortisation of intangible assets and goodwill arising on acquisitions are excluded from adjusted results as they are balance sheet items that relate to historical M&A activity rather than the trading performance of the business.
Exceptional items are items of income or expense considered by the Directors as being significant, non-recurring and not attributable to underlying trading. It is Group policy to treat, as exceptional, significant earn-out payments required by IFRS to be recognised as a compensation cost. IFRS requires that earn-out payments to selling shareholders retained in the acquired business for a contractual time period are treated as a compensation cost. Given that these payments are in substance part of the cost of an investment and will not recur once the earn-out payments have been made, they have been excluded from adjusted profit.
In 2018, adjusted finance costs exclude a net gain realised on the close-out of interest rate swaps of £1.2m following the repayment of the Group's term-loan. The net gain has been excluded from adjusted finance costs as it would not have crystallised had the disposal of GMID not completed. In addition, interest of £0.6m on the £7.9m increase in uncertain tax provisions described below has also been excluded from adjusted finance costs.
Adjusted share of results in associates and joint ventures excludes the share of exceptional items that relates to restructuring and earn-out costs in Diamond TopCo Limited (Dealogic), which was sold in December 2017.
In respect of earnings, adjusted amounts reflect a tax rate that includes the current tax effect of goodwill and intangible assets. Many of the Group's acquisitions, particularly in the US, give rise to significant tax savings as the amortisation of goodwill and intangible assets on acquisition is deductible for tax purposes. The Group considers that the resulting adjusted effective tax rate is therefore more representative of its tax payable position. Since 30 September 2017, there have been changes to US tax rules as a result of US Tax Reform. The federal tax rate has reduced to 21% from 35% from 1 January 2018 and the US group has a blended federal tax rate for the year of 24.5%. As a consequence of this change, the revaluation of the Group's net US deferred tax liabilities has resulted in a one-off deferred tax credit of £4.7m that is excluded from adjusted tax. In addition, there is a one-time deemed repatriation tax charge of £3.2m related to unremitted foreign earnings. As a result of the change in attribution rules that dictate which entities are treated as a controlled foreign corporation (CFC) for US income tax purposes, the disposal of shares in Dealogic and GMID crystallised a gain that is subject to US tax. The tax charge on these exceptional gains is £16.8m. As a result of the disposal of GMID and other restructuring that took place during the year, a dividend payment of $380m was made in September 2018 from BCA Research Inc. to Euromoney Canada Limited, a UK Group entity. Canadian withholding tax of £14.6m arose on the dividend payment and was paid in full to the Canadian Revenue Authority in October 2018. Prior year items primarily reflect a further provision of £7.9m made in respect of uncertain tax positions in relation to an HMRC enquiry. These items are excluded from adjusted tax as they are significant and not in the ordinary course of business.
Further analysis of the adjusting items is presented in notes 2, 3, 4, 5, 8, 9 and 10.
The Group has consistently applied these principles in calculating adjusted measures, as it has reported on its financial performance in the past and it is the Group's intention to continue to consistently apply these principles in the future.
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 to provide useful and comparable information about the Group's adjusted trading performance.
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| 2018 | 2017 |
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| Statutory | operations | Adjustments | Adjusted | Statutory | operations | Adjustments | Adjusted | |||
| Notes | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
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Revenue | 2 | 390,279 | 23,815 | - | 414,094 | 386,923 | 41,490 | - | 428,413 |
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Adjusted operating profit | 2 | 103,198 | 7,510 | - | 110,708 | 95,253 | 11,886 | - | 107,139 |
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Acquired intangible amortisation | 9 | (22,739) | - | 22,739 | - | (20,566) | (249) | 20,815 | - |
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Exceptional items | 3 | 81,396 | (969) | (80,427) | - | (31,253) | (2,437) | 33,690 | - |
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Operating profit |
| 161,855 | 6,541 | (57,688) | 110,708 | 43,434 | 9,200 | 54,505 | 107,139 |
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Operating profit margin |
| 41% | 27% | - | 27% | 11% | 22% | - | 25% |
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Share of results in associates and joint ventures | 10 | 157 | - | 953 | 1,110 | (1,890) | - | 5,183 | 3,293 |
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Finance income | 4 | 5,248 | 43 | (4,468) | 823 | 3,290 | 107 | (3,147) | 250 |
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Finance expense | 4 | (6,034) | (11) | 2,583 | (3,462) | (4,146) | (74) | - | (4,220) |
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Net finance (costs)/income | 4 | (786) | 32 | (1,885) | (2,639) | (856) | 33 | (3,147) | (3,970) |
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Profit before tax |
| 161,226 | 6,573 | (58,620) | 109,179 | 40,688 | 9,233 | 56,541 | 106,462 |
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Tax expense on profit | 5 | (51,360) | 200 | 29,550 | (21,610) | (3,390) | (3,344) | (13,111) | (19,845) |
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Profit for the year |
| 109,866 | 6,773 | (29,070) | 87,569 | 37,298 | 5,889 | 43,430 | 86,617 |
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Profit for the year from discontinued operations | 8 | 91,342 | (6,773) | (84,569) | - | 5,889 | (5,889) | - | - |
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Profit for the year |
| 201,208 | - | (113,639) | 87,569 | 43,187 | - | 43,430 | 86,617 |
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Attributable to: |
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Equity holders of the parent |
| 201,069 | - | (113,639) | 87,430 | 42,718 | - | 43,430 | 86,148 |
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Equity non-controlling interests |
| 139 | - | - | 139 | 469 | - | - | 469 |
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| 201,208 | - | (113,639) | 87,569 | 43,187 | - | 43,430 | 86,617 |
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Diluted earnings per share | 7 | 186.96p |
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| 81.30p | 37.91p |
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| 76.44p |
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Underlying results
When assessing the performance of our businesses, the Board considers the adjusted results. The year-on-year change in adjusted results may not, however, be a fair like-for-like comparison as there are a number of factors which can influence growth rates but which do not reflect underlying performance.
When calculating underlying growth, adjustments are made to give a like-for-like comparison. For example, the adjusted results in 2018 were adversely impacted by the weakening of the US dollar relative to sterling. To calculate underlying growth, the prior year comparatives are restated using 2018 exchange rates. Similarly, adjustments are made to exclude disposals from both years. In 2018, discontinued operations have been treated the same as a disposal, as the sale of GMID completed during the current financial year. This is a change from the treatment in 2017 where GMID was included in the underlying results. When businesses are acquired, the prior year comparatives are adjusted to include the acquisition. The timing of events can also be a distortion. To give a fair like-for-like comparison when calculating underlying growth, significant event timing differences are excluded from the year in which they were held. There were no significant event timing differences in the current or prior periods.
The Group's adjusted and underlying measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. The adjusted and underlying measures used by the Group are not necessarily comparable with those used by other companies.
The following table sets out the reconciliation from statutory to underlying for revenues and profit before tax:
| 2018 | 2017 | Change % |
| £000 | £000 |
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Statutory revenue | 390,279 | 386,923 | 1% |
Discontinued operations | 23,815 | 41,490 |
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Total revenue | 414,094 | 428,413 | (3%) |
Discontinued operations | (23,815) | (41,490) |
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M&A | (1,835) | (577) |
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Timing differences | - | (502) |
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Foreign exchange | - | (7,462) |
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Underlying revenue | 388,444 | 378,382 | 3% |
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Statutory profit before tax | 161,226 | 40,688 | 296% |
Adjustments | (58,620) | 56,541 |
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Discontinued operations | 6,573 | 9,233 |
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Adjusted profit before tax | 109,179 | 106,462 | 3% |
Discontinued operations | (7,542) | (11,919) |
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M&A | (1,005) | (2,359) |
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Foreign exchange | - | 597 |
|
Underlying profit before tax | 100,632 | 92,781 | 8% |
Cash conversion
Cash conversion measures the percentage by which cash generated from operations covers adjusted operating profit.
| 2018 | 2017 |
| £000 | £000 |
|
|
|
Adjusted operating profit | 110,708 | 107,139 |
|
|
|
Cash generated from operations | 108,560 | 118,201 |
Exceptional items | 5,580 | 12,375 |
Other working capital movements | (868) | (4,551) |
Underlying cash generated from operations | 113,272 | 126,025 |
|
|
|
Adjusted cash conversion % | 98% | 110% |
Underlying cash conversion % | 102% | 118% |
The underlying basis is after adjusting for significant timing differences affecting the movement on working capital and exceptional items. For the year ended 30 September 2018, exceptional items mainly consist of restructuring payments and cash payments for the legal and professional fees in relation to acquisitions and disposals net of the favourable settlement of a legal dispute. For the year ended 30 September 2017, exceptional items largely consist of cash payments for restructuring costs, legal and professional fees and share buyback costs. The other working capital movements in 2018 and 2017 are mainly the result of the landlord's contribution to the fit-out of the New York office which will be amortised over the period of the lease and the rent-free period of the London and New York offices.
As cash generated from operations in the Consolidated Statement of Cash Flows includes those from discontinued operations, the statutory cash conversion rate has not been provided as it would not give a fair indication of the Group's cash conversion performance.
Net cash/(debt)
| 2018 | 2017 |
| £000 | £000 |
|
|
|
At 1 October | (154,621) | 83,782 |
Net increase in cash and cash equivalents | 57,875 | 4,459 |
Decrease/(increase) in borrowings | 167,740 | (178,504) |
Deposit received with DMGT group company | - | (73,618) |
Redemption of loan notes | - | 185 |
Other non-cash changes | (955) | - |
Effect of foreign exchange rate movements | 8,234 | 9,075 |
At 30 September | 78,273 | (154,621) |
|
|
|
Net cash/(debt) comprises: |
|
|
Cash at bank and short-term deposits | 78,273 | 4,426 |
Classified as held for sale | - | 9,846 |
Total cash and cash equivalents | 78,273 | 14,272 |
Borrowings | - | (168,893) |
Net cash/(debt) | 78,273 | (154,621) |
Average exchange rate adjustment | (2,216) | (2,188) |
Adjusted net cash/(debt) | 76,057 | (156,809) |
|
|
|
Adjusted operating profit | 110,708 | 107,139 |
Share of results in associates and joint ventures | 1,110 | 3,293 |
Add back: |
|
|
Intangible amortisation on licences and software | 2,908 | 3,965 |
Depreciation of property, plant and equipment | 3,356 | 3,202 |
Share of associates' interest, depreciation and amortisation | 721 | 4,632 |
M&A annualised adjustment | (8,774) | 3,912 |
Adjusted EBITDA | 110,029 | 126,143 |
Adjusted net (cash)/debt to EBITDA ratio | (0.69) | 1.24 |
On 15 May 2018, the Group repaid its term-loans of $100m and £40m, transferring the funding commitment into the existing £130m multi-currency revolving credit facility and increasing that facility to £240m. This facility was entirely undrawn at 30 September 2018 (2017: £55.2m). The committed facility is available until December 2021. There is a further uncommitted accordion facility of £130m should the Group wish to request it. Drawings under the revolving credit facility bear interest charged at LIBOR plus a margin, the applicable margin being based on the Group's ratio of adjusted net debt to EBITDA. The facility's covenant requires the Group's net debt to be no more than three times adjusted EBITDA and requires minimum levels of interest cover of three times on a rolling 12-month basis. The amounts and foreign exchange rates used in the covenant calculations are subject to adjustments as defined under the terms of the arrangement. On this basis, at 30 September 2018, the Group's adjusted net cash to EBITDA was (0.69) times. Management regularly monitors the covenants and prepares detailed cash flow forecasts to ensure that sufficient headroom is available and that the covenants are not at risk of a breach.
The bank covenant ratio uses an average exchange rate in the calculation of net debt and includes an annualised adjustment attributable to acquisitions and disposals in the calculation of adjusted EBITDA. When businesses are acquired after the beginning of the financial year, the calculation of adjusted EBITDA includes EBITDA attributable to the business as if the acquisition had been completed on the first day of the financial year. The calculation excludes the EBITDA of any businesses disposed of during the year.
Consolidated Income Statement
for the year ended 30 September 2018
|
| 2018 | 2017 |
| Notes | £000 | £000 |
|
|
|
|
CONTINUING OPERATIONS |
|
|
|
Revenue | 2 | 390,279 | 386,923 |
|
|
|
|
Operating profit before acquired intangible amortisation and exceptional items | 2 | 103,198 | 95,253 |
Acquired intangible amortisation | 9 | (22,739) | (20,566) |
Exceptional items | 3 | 81,396 | (31,253) |
|
|
|
|
Operating profit |
| 161,855 | 43,434 |
Share of results in associates and joint ventures | 10 | 157 | (1,890) |
|
|
|
|
Finance income | 4 | 5,248 | 3,290 |
Finance expense | 4 | (6,034) | (4,146) |
Net finance costs | 4 | (786) | (856) |
|
|
|
|
Profit before tax |
| 161,226 | 40,688 |
Tax expense on profit | 5 | (51,360) | (3,390) |
Profit for the year from continuing operations | 2 | 109,866 | 37,298 |
|
|
|
|
DISCONTINUED OPERATIONS |
|
|
|
Profit for the year from discontinued operations | 8 | 91,342 | 5,889 |
|
|
|
|
PROFIT FOR THE YEAR |
| 201,208 | 43,187 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent |
| 201,069 | 42,718 |
Equity non-controlling interests |
| 139 | 469 |
|
| 201,208 | 43,187 |
|
|
|
|
Earnings per share |
|
|
|
From continuing operations |
|
|
|
Basic | 7 | 102.15p | 32.74p |
Diluted | 7 | 102.03p | 32.68p |
From continuing and discontinued operations |
|
|
|
Basic | 7 | 187.18p | 37.98p |
Diluted | 7 | 186.96p | 37.91p |
|
|
|
|
Dividend per share (including proposed dividends) | 6 | 32.50p | 30.60p |
A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out in the appendix to the Preliminary Statement on page 5.
During the year the Group disposed of Global Markets Intelligence Division. This division has met the recognition criteria of a discontinued operation under IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations' and is therefore presented as such throughout this report (note 8).
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2018
| 2018 | 2017 |
| £000 | £000 |
|
|
|
Profit for the year | 201,208 | 43,187 |
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
Change in fair value of cash flow hedges | (711) | 2,408 |
Transfer of (gains)/losses on cash flow hedges from fair value reserves to Income Statement: |
|
|
Foreign exchange (gains)/losses in revenue | (1,037) | 9,334 |
Foreign exchange gains in operating profit | (409) | (72) |
Gains on interest rate swaps to hedge interest on committed borrowings | (2,121) | - |
Net exchange differences on translation of net investments in overseas subsidiary undertakings | 24,311 | (4,875) |
Net exchange differences on foreign currency loans | (5,642) | (799) |
Translation reserves recycled to Income Statement | 8,250 | (285) |
Tax on items that may be reclassified | 630 | (1,955) |
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
Actuarial gains/(losses) on defined benefit pension schemes | 6,495 | (320) |
Tax (charge)/credit on actuarial losses on defined benefit pension schemes | (1,104) | 54 |
|
|
|
Other comprehensive income for the year | 28,662 | 3,490 |
|
|
|
Total comprehensive income for the year | 229,870 | 46,677 |
|
|
|
Continuing operations | 136,649 | 41,364 |
Discontinued operations | 93,221 | 5,313 |
Total comprehensive income for the year | 229,870 | 46,677 |
|
|
|
Attributable to: |
|
|
Equity holders of the parent | 229,895 | 46,399 |
Equity non-controlling interests | (25) | 278 |
| 229,870 | 46,677 |
Consolidated Statement of Financial Position
as at 30 September 2018
|
| 2018 | 2017 |
| Notes | £000 | £000 |
Non-current assets |
|
|
|
Intangible assets |
|
|
|
Goodwill | 9 | 414,722 | 399,971 |
Other intangible assets | 9 | 173,503 | 193,991 |
Property, plant and equipment |
| 16,112 | 17,235 |
Investment in associates and joint ventures | 10 | 715 | 26,820 |
Available-for-sale investments | 10 | 3,546 | 3,546 |
Convertible loan note |
| 2,677 | 2,503 |
Deferred consideration | 13 | 470 | 1,570 |
Deferred tax assets |
| 1,299 | 1,549 |
Retirement benefit asset |
| 1,937 | - |
Other non-current assets |
| 583 | 929 |
Derivative financial instruments |
| 55 | 662 |
|
| 615,619 | 648,776 |
Current assets |
|
|
|
Trade and other receivables |
| 68,285 | 64,483 |
Deferred consideration | 13 | 650 | 419 |
Current income tax assets |
| 4,605 | 5,112 |
Cash and cash equivalents (excluding bank overdrafts) |
| 78,273 | 4,426 |
Derivative financial instruments |
| 131 | 2,686 |
Total assets of businesses held for sale | 8 | 13,719 | 50,671 |
|
| 165,663 | 127,797 |
Current liabilities |
|
|
|
Acquisition commitments | 13 | (97) | (9,904) |
Deferred consideration | 13 | (209) | (350) |
Trade and other payables |
| (27,284) | (28,070) |
Current income tax liabilities |
| (31,816) | (16,117) |
Group relief payable |
| - | (387) |
Accruals |
| (64,143) | (67,819) |
Deferred income |
| (117,088) | (113,487) |
Derivative financial instruments |
| (2,424) | (1,001) |
Provisions |
| (248) | (337) |
Total liabilities of businesses held for sale | 8 | (1,994) | (29,998) |
|
| (245,303) | (267,470) |
Net current liabilities |
| (79,640) | (139,673) |
Total assets less current liabilities |
| 535,979 | 509,103 |
|
|
|
|
Non-current liabilities |
|
|
|
Acquisition commitments | 13 | (175) | (3,221) |
Deferred consideration | 13 | (125) | - |
Borrowings |
| - | (168,893) |
Other non-current liabilities |
| (1,348) | (486) |
Deferred income |
| (3,316) | (3,491) |
Deferred tax liabilities |
| (28,490) | (23,431) |
Retirement benefit obligation |
| (4,870) | (9,954) |
Derivative financial instruments |
| (166) | (230) |
Provisions |
| (3,872) | (2,600) |
|
| (42,362) | (212,306) |
Net assets |
| 493,617 | 296,797 |
Shareholders' equity |
|
|
|
Called up share capital | 12 | 273 | 273 |
Share premium account |
| 103,790 | 103,147 |
Other reserve |
| 64,981 | 64,981 |
Capital redemption reserve |
| 56 | 56 |
Own shares |
| (20,462) | (21,005) |
Reserve for share-based payments |
| 39,687 | 38,395 |
Fair value reserve |
| (27,616) | (23,071) |
Translation reserve |
| 119,075 | 89,269 |
Retained earnings |
| 213,833 | 35,594 |
Equity shareholders' surplus |
| 493,617 | 287,639 |
Equity attributable to non-controlling interests |
| - | 9,158 |
Total equity |
| 493,617 | 296,797 |
Approved by the Board of Directors on 21 November 2018.
Consolidated Statement of Changes in Equity
for the year ended 30 September 2018
|
|
|
|
|
| Reserve |
|
|
|
|
|
|
|
|
|
|
|
| for |
|
|
|
|
|
|
|
|
|
| Capital |
| share- |
|
|
|
| Non- |
|
|
| Share |
| redemp- |
| based | Fair | Trans- |
|
| control- |
|
| Share | premium | Other | tion | Own | pay- | value | lation | Retained |
| ling | Total |
| capital | account | reserve | reserve | shares | ments | reserve | reserve | earnings | Total | interests | equity |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
At 1 October 2016 | 321 | 102,835 | 64,981 | 8 | (21,005) | 37,334 | (34,741) | 95,037 | 224,218 | 468,988 | 8,513 | 477,501 |
Profit for the year | - | - | - | - | - | - | - | - | 42,718 | 42,718 | 469 | 43,187 |
Other comprehensive income/(expense) for the year | - | - | - | - | - | - | 11,670 | (5,768) | (2,221) | 3,681 | (191) | 3,490 |
Total comprehensive income/(expense) for the year | - | - | - | - | - | - | 11,670 | (5,768) | 40,497 | 46,399 | 278 | 46,677 |
Recognition of acquisition commitments | - | - | - | - | - | - | - | - | (4,997) | (4,997) | - | (4,997) |
Non-controlling interest recognised on acquisition | - | - | - | - | - | - | - | - | - | - | 1,525 | 1,525 |
Adjustment arising from change in non-controlling interest | - | - | - | - | - | - | - | - | (234) | (234) | (560) | (794) |
Credit for share-based payments | - | - | - | - | - | 1,061 | - | - | - | 1,061 | - | 1,061 |
Cash dividend paid | - | - | - | - | - | - | - | - | (30,200) | (30,200) | (598) | (30,798) |
Exercise of share options | - | 312 | - | - | - | - | - | - | - | 312 | - | 312 |
Share buyback | (48) | - | - | 48 | - | - | - | - | (193,465) | (193,465) | - | (193,465) |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | (225) | (225) | - | (225) |
At 30 September 2017 | 273 | 103,147 | 64,981 | 56 | (21,005) | 38,395 | (23,071) | 89,269 | 35,594 | 287,639 | 9,158 | 296,797 |
Profit for the year | - | - | - | - | - | - | - | - | 201,069 | 201,069 | 139 | 201,208 |
Other comprehensive (expense)/income for the year | - | - | - | - | - | - | (4,545) | 27,349 | 6,022 | 28,826 | (164) | 28,662 |
Total comprehensive (expense)/income for the year | - | - | - | - | - | - | (4,545) | 27,349 | 207,091 | 229,895 | (25) | 229,870 |
De-recognition of non-controlling interest and related liabilities on disposal | - | - | - | - | - | - | - | - | 317 | 317 | (170) | 147 |
Adjustment arising from change in non-controlling interest | - | - | - | - | - | - | - | 2,457 | 6,082 | 8,539 | (8,539) | - |
Credit for share-based payments | - | - | - | - | - | 1,741 | - | - | - | 1,741 | - | 1,741 |
Cash dividend paid | - | - | - | - | - | - | - | - | (34,361) | (34,361) | (424) | (34,785) |
Exercise of share options | - | 643 | - | - | 543 | (449) | - | - | (94) | 643 | - | 643 |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | (796) | (796) | - | (796) |
At 30 September 2018 | 273 | 103,790 | 64,981 | 56 | (20,462) | 39,687 | (27,616) | 119,075 | 213,833 | 493,617 | - | 493,617 |
Consolidated Statement of Changes in Equity continued
for the year ended 30 September 2018
The investment in own shares is held by the Euromoney Employees' Share Ownership Trust and Euromoney Employee Share Trust. The trusts waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the trusts as incurred and included in the consolidated financial statements.
| 2018 | 2017 |
| Number | Number |
Euromoney Employees' Share Ownership Trust | 58,976 | 58,976 |
Euromoney Employee Share Trust | 1,656,575 | 1,700,777 |
Total | 1,715,551 | 1,759,753 |
Nominal cost per share (p) | 0.25 | 0.25 |
Historical cost per share (£) | 11.93 | 11.94 |
Market value (£000) | 23,091 | 20,607 |
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 30 September 2018
| 2018 | 2017 |
| £000 | £000 |
Cash flow from operating activities |
|
|
Operating profit from continuing operations | 161,855 | 43,434 |
Operating profit from discontinued operations | 6,541 | 9,200 |
Operating profit | 168,396 | 52,634 |
Long-term incentive expense | 1,487 | 985 |
Acquired intangible amortisation | 22,739 | 20,815 |
Licences and software amortisation | 2,908 | 3,965 |
Depreciation of property, plant and equipment | 3,356 | 3,202 |
Loss on disposal of property, plant and equipment | 6 | 15 |
Loss on disposal of intangible assets | 432 | - |
Impairment charge | 3,048 | 29,649 |
Profit on disposal of businesses/joint ventures/associates | (86,817) | (2,931) |
Increase/(decrease) in provisions | 734 | (528) |
Operating cash flows before movements in working capital | 116,289 | 107,806 |
(Increase)/decrease in receivables | (7,498) | 3,483 |
(Decrease)/increase in payables | (231) | 6,912 |
Cash generated from operations | 108,560 | 118,201 |
Income taxes paid | (38,692) | (21,791) |
Group relief tax paid | (229) | - |
Net cash generated from operating activities | 69,639 | 96,410 |
|
|
|
Investing activities |
|
|
Interest received | 950 | 254 |
Purchase of intangible assets | (3,262) | (1,987) |
Purchase of property, plant and equipment | (1,703) | (10,928) |
Proceeds from disposal of property, plant and equipment | 74 | 3 |
Purchase of business/subsidiary undertaking, net of cash acquired | (19,200) | (102,700) |
Proceeds from disposal of business | 124,805 | 4,217 |
Purchase of associates and joint venture | - | (553) |
Proceeds from disposal of associate | 100,142 | - |
Receipt of deferred consideration | 1,607 | 1,386 |
Payment of deferred consideration | (1,470) | (833) |
Purchase of convertible loan note | - | (2,503) |
Net cash generated from/(used in) investing activities | 201,943 | (113,644) |
|
|
|
Financing activities |
|
|
Dividends paid | (34,361) | (30,200) |
Dividends paid to non-controlling interests | (424) | (598) |
Interest paid | (3,786) | (5,027) |
Cash settlement on interest rate swaps | 2,091 | - |
Issue of new share capital | 643 | 312 |
Share buyback | - | (193,465) |
(Decrease)/increase in borrowings | (167,740) | 178,504 |
Purchase of additional interest in subsidiary undertakings | (10,130) | (1,266) |
Redemption of loan notes | - | (185) |
DMGT financing facility receipts | - | 73,618 |
Net cash (used in)/generated from financing activities | (213,707) | 21,693 |
Net increase in cash and cash equivalents | 57,875 | 4,459 |
Cash and cash equivalents at beginning of year (including held for sale) | 14,272 | 10,328 |
Effect of foreign exchange rate movements | 6,126 | (515) |
Cash and cash equivalents at end of year (including held for sale) | 78,273 | 14,272 |
Cash and cash equivalents classified as held for sale | - | (9,846) |
Cash and cash equivalents at end of year | 78,273 | 4,426 |
Cash and cash equivalents include bank overdrafts. This statement includes discontinued operations (refer note 8).
Notes to the Preliminary Statement
1 Basis of preparation
While the financial information contained in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as adopted by the European Union and interpretations issued by the IFRS Interpretations Committee (IFRS IC), this announcement does not itself contain sufficient information to comply with IFRS.
The information for the year ended 30 September 2018 does not constitute statutory accounts for the purposes of section 435 of the Companies Act 2006. A copy of the accounts for the year ended 30 September 2017 has been delivered to the Registrar of Companies. The auditors' report on those accounts was not qualified and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006. The accounts for the year ended 30 September 2018 have been audited and finalised on the basis of the financial information presented by the Directors in this Preliminary Statement and will be delivered to the Registrar of Companies following the Annual General Meeting.
Accounting policies
The 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 financial statements as were applied in the Group's 2017 annual audited financial statements, except as described below.
· Amendments to IAS 12 'Income Taxes' - the mandatory effective date of implementation is 1 January 2017
· Amendments to IAS 7 'Statement of Cash Flows' - the mandatory effective date of implementation is 1 January 2017
The adoption of these new pronouncements from 1 October 2018 does not have a material impact on the consolidated financial statements. Additional disclosure has been given where relevant.
Relevant new standards, amendments and interpretations issued but effective subsequent to the year end:
· IFRS 9 'Financial Instruments' - the mandatory effective date of implementation is 1 January 2018
· IFRS 15 'Revenue from Contracts with Customers' - the mandatory effective date of implementation is 1 January 2018
· IFRS 16 'Leases' - the mandatory effective date of implementation is 1 January 2019
· Amendment to IFRS 2 'Share Based Payments' - the mandatory effective date of implementation is 1 January 2019
· IFRIC 22 'Foreign Currency Transactions and Advance Consideration' - the mandatory effective date of implementation is 1 January 2019
· IFRIC 23 'Uncertainty over Income Tax Treatments' - the mandatory effective date of implementation is 1 January 2019
· Amendments to IAS 28 'Investments in Associates' - the mandatory effective date of implementation is 1 January 2019
· Amendments to IAS 19 'Employee Benefits' - the mandatory effective date of implementation is 1 January 2019
· Amendment to definition of a business in IFRS 3 'Business Combinations' - the mandatory effective date of implementation is 1 January 2020
Other than IFRS 16, the adoption of these standards, amendments and interpretations is not expected to have a material impact on the Group's financial statements. The Group adopted IFRS 9 and IFRS 15 on 1 October 2018 and will adopt IFRS 16 on 1 October 2019.
IFRS 9 'Financial Instruments'
IFRS 9 replaces the majority of IAS 39 and covers the classification, measurement and de-recognition of financial assets and financial liabilities, introduces a new impairment model for financial assets based on expected losses rather than incurred losses and provides a new hedge accounting model.
In the 2019 Annual Report and Accounts, the Group will adopt IFRS 9 retrospectively. The comparative periods will not be adjusted but there will be a cumulative adjustment to equity at 1 October 2018. The Group's assessment of the impact of adopting IFRS 9 is as follows:
Classification and measurement
The Group's available-for-sale financial investments which are currently being held at cost less any impairment will be recognised at fair value. For available-for-sale assets existing at 1 October 2018, the Group has elected the option to recognise all movements in fair value in other comprehensive income. Gains or losses realised on the subsequent sale of these financial assets will no longer be recycled through the profit and loss account. Based on the Group's assessment of its available-for-sale financial investments, the impact of the recognition of these assets at fair value at 1 October 2018 is not material. Trade receivables will continue to be measured at amortised cost. Derivative assets and liabilities will continue to be recognised at fair value with movements recognised in the Income Statement, unless the hedging strategy determines otherwise. In addition, money market funds and deferred consideration received will be measured at fair value through the Income Statement and not as amortised cost. This is not expected to lead to a material change.
Trade debt provisions
IFRS 9 introduces a new impairment model which requires the recognition of impairment provisions based on expected credit losses rather than only incurred credit losses, as is the case under IAS 39. The Group expects this new impairment model will not lead to a material change in its provision for losses against trade debtors. The IFRS 9 impairment model recognises anticipated losses evidenced by both historical recovery rates and forward-looking indicators.
1 Basis of preparation continued
Hedge accounting
IFRS 9 introduces a new hedge accounting model with a principles-based approach designed to align the accounting result with the economic hedging strategy. The Group uses cash flow hedge relationships to hedge its exposure to US dollar and euro revenues in its UK businesses and the operation's Canadian dollar cost base in Canada. The Group has confirmed that its current hedge relationships will continue to qualify as hedges upon the adoption of IFRS 9.
IFRS 15 'Revenue from Contracts with Customers'
Management has evaluated the impact of IFRS 15 'Revenue from Contracts with Customers' across the Group to confirm the full impact of adopting the standard. The implementation analysis of the potential impact of IFRS 15 was complex due to the Group's large number and type of revenue streams, in particular bundled contracts, customised research, vote revenue, milestone revenue and membership groups.
Where multiple services are bundled within one contract, the new standard requires revenue to be allocated to the different performance obligations and recognised separately, which could drive differences in the timing of revenue recognition. Where this occurs, the Group's treatment under IAS 18 is consistent with IFRS 15 and allocates the revenue to the distinct services and recognises the related revenue separately.
IFRS 15 requires revenue to be recognised over time where research is unique to a specific customer and where the customer is obligated to pay for the work performed should it terminate the contract. Limited cases of customised research are performed across the Group whereby revenue is recognised according to milestones. An assessment of large customised research projects ongoing over the interim and year-end closes will be performed to ensure that revenue is recognised in the correct period.
Vote revenue is treated as variable consideration under IFRS 15. This would require the Group to recognise revenue when the service is performed to the extent that it is highly probable that the related revenue, if recognised, would not be reversed. Any incremental amounts would be recognised once the confirmation of the vote is given. The Group performed analysis of vote revenue confirming that the amount of revenue received from each customer was sufficiently volatile that it would not be appropriate to recognise any material amount of revenue over time as the service is delivered.
Based on the Group's analysis, there is no material impact on the timing of revenue recognition arising from the implementation of IFRS 15. The Group's revenue recognition policy has been updated to reflect IFRS 15 and to ensure consistent application across the Group. The Group will adopt the modified retrospective transition method. This method recognises the cumulative effect of initially applying IFRS 15 as an adjustment to the opening balance sheet in the period of initial application and comparative periods will not be adjusted. IFRS 15 also requires increased disclosure, which will be incorporated in the 2019 Annual Report and Accounts.
IFRS 16 'Leases'
The new standard replaces IAS 17 'Leases' and related interpretations and details the requirements for the classification, measurement and recognition of lease arrangements. The key changes brought in by IFRS 16 are that it no longer distinguishes between operating and finance leases; all leases over a year in length will be recorded on the Statement of Financial Position. As these leases will be treated as fixed assets, their cost will be charged through the Income Statement as depreciation. In addition, there will be a finance charge in respect of the unwinding of discounts for future lease payments. The cost of short term leases will continue to be recognised through the Income Statement as rental expense. The Group plans to apply IFRS 16 using the modified retrospective approach. Under this approach, the cumulative effect of adopting IFRS 16 will be recognised as an adjustment to the equity on 1 October 2019, with no restatement of comparative information.
Going concern
Having assessed the principal risks and the other matters discussed in connection with the viability statement, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing this Preliminary Statement.
2 Segmental analysis
Segmental information is presented in respect of the Group's segments and reflects the Group's management and internal reporting structure. The Group is organised into four segments: Asset Management; Pricing, Data & Market Intelligence; Banking & Finance; and Commodity Events.
Revenues generated in the Asset Management and Pricing, Data & Market Intelligence segments are primarily from subscriptions. Banking & Finance revenues consist mainly of sponsorship income and delegates revenue. Commodity Events revenue is mainly delegates revenue. A breakdown of the Group's revenue by type is set out below.
During the year, the Group sold Global Markets Intelligence Division (GMID), Adhesion, World Bulk Wine and Institutional Investor Journals (note 11). As a result, segment information for these businesses has been reclassified as sold businesses and the comparative split of segmental revenues, revenue by type, operating profits, acquired intangible amortisation, exceptional items and depreciation and amortisation has been restated. GMID has been classified as discontinued operations (note 8) and therefore presented as such throughout this report.
In addition, the operating profit segments have been restated to reflect a change in the way unallocated corporate costs are recharged. From 1 October 2017, central costs over which a segment had no influence were not recharged to that segment. This restatement has no effect on the total Group results but reflects the operating profit of each segment as if the new recharge methodology had been applied from 1 October 2016. Central costs of £17.6m for 2017 were reallocated to unallocated corporate costs.
Analysis of the Group's three main geographical areas is also set out to provide additional information on the trading performance of the businesses.
Inter-segment sales are charged at prevailing market rates and shown in the eliminations columns.
| Subscriptions and content | Advertising | Sponsorship | Delegates | Other | Total revenue |
2018 | £000 | £000 | £000 | £000 | £000 | £000 |
Revenue |
|
|
|
|
|
|
by segment and type: |
|
|
|
|
|
|
Asset Management | 119,642 | 11,923 | 16,980 | 2,408 | 18 | 150,971 |
Pricing, Data & Market Intelligence | 90,601 | 16,904 | 16,937 | 19,790 | 496 | 144,728 |
Banking & Finance | 8,617 | 8,633 | 29,814 | 22,490 | 1,111 | 70,665 |
Commodity Events | - | - | 5,335 | 15,281 | 206 | 20,822 |
| 218,860 | 37,460 | 69,066 | 59,969 | 1,831 | 387,186 |
Sold/closed businesses | - | - | - | - | 25,650 | 25,650 |
Foreign exchange gains on forward contracts | - | - | - | - | 1,258 | 1,258 |
Total revenue | 218,860 | 37,460 | 69,066 | 59,969 | 28,739 | 414,094 |
Continuing operations | 218,860 | 37,460 | 69,066 | 59,969 | 4,924 | 390,279 |
Discontinued operations | - | - | - | - | 23,815 | 23,815 |
Total revenue | 218,860 | 37,460 | 69,066 | 59,969 | 28,739 | 414,094 |
| Subscriptions and content | Advertising | Sponsorship | Delegates | Other | Total revenue |
2017 | £000 | £000 | £000 | £000 | £000 | £000 |
Revenue |
|
|
|
|
|
|
by segment and type: |
|
|
|
|
|
|
Asset Management | 135,008 | 13,585 | 16,071 | 3,210 | 67 | 167,941 |
Pricing, Data & Market Intelligence | 72,446 | 16,693 | 14,442 | 18,996 | 1,411 | 123,988 |
Banking & Finance | 8,852 | 9,825 | 28,061 | 21,665 | 1,325 | 69,728 |
Commodity Events | 1 | 4 | 5,487 | 13,662 | 536 | 19,690 |
| 216,307 | 40,107 | 64,061 | 57,533 | 3,339 | 381,347 |
Sold/closed businesses | - | - | - | - | 57,874 | 57,874 |
Foreign exchange losses on forward contracts | - | - | - | - | (10,808) | (10,808) |
Total revenue | 216,307 | 40,107 | 64,061 | 57,533 | 50,405 | 428,413 |
Continuing operations | 216,307 | 40,107 | 64,061 | 57,533 | 8,915 | 386,923 |
Discontinued operations | - | - | - | - | 41,490 | 41,490 |
Total revenue | 216,307 | 40,107 | 64,061 | 57,533 | 50,405 | 428,413 |
2 Segmental analysis continued
| United Kingdom | North America | Rest of World | Eliminations | Total | |||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
Revenue |
|
|
|
|
|
|
|
|
|
|
by segment and source: |
|
|
|
|
|
|
|
|
|
|
Asset Management | 3,776 | 2,934 | 144,660 | 161,911 | 2,722 | 3,099 | (187) | (3) | 150,971 | 167,941 |
Pricing, Data & Market Intelligence | 103,350 | 99,951 | 36,772 | 23,985 | 5,326 | 4,555 | (720) | (4,503) | 144,728 | 123,988 |
Banking & Finance | 40,355 | 41,036 | 26,087 | 25,938 | 4,766 | 3,360 | (543) | (606) | 70,665 | 69,728 |
Commodity Events | 19,585 | 18,489 | - | - | 1,241 | 1,201 | (4) | - | 20,822 | 19,690 |
Sold/closed businesses | 2,625 | 6,867 | 5,796 | 14,967 | 17,229 | 36,416 | - | (376) | 25,650 | 57,874 |
Foreign exchange gains/(losses) on forward contracts | 1,258 | (10,808) | - | - | - | - | - | - | 1,258 | (10,808) |
Total revenue | 170,949 | 158,469 | 213,315 | 226,801 | 31,284 | 48,631 | (1,454) | (5,488) | 414,094 | 428,413 |
Continuing operations | 168,324 | 154,031 | 208,592 | 218,358 | 14,817 | 20,022 | (1,454) | (5,488) | 390,279 | 386,923 |
Discontinued operations | 2,625 | 4,438 | 4,723 | 8,443 | 16,467 | 28,609 | - | - | 23,815 | 41,490 |
Total revenue | 170,949 | 158,469 | 213,315 | 226,801 | 31,284 | 48,631 | (1,454) | (5,488) | 414,094 | 428,413 |
Total revenue by destination | 52,770 | 44,620 | 194,146 | 199,319 | 167,178 | 184,474 | - | - | 414,094 | 428,413 |
| United Kingdom | North America | Rest of World | Total | ||||
|
| Restated |
| Restated |
| Restated |
| Restated |
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
Adjusted operating profit1 |
|
|
|
|
|
|
|
|
by segment and source: |
|
|
|
|
|
|
|
|
Asset Management | 971 | 766 | 59,045 | 66,441 | 1,082 | 1,025 | 61,098 | 68,232 |
Pricing, Data & Market Intelligence | 40,242 | 36,712 | 16,097 | 10,844 | (3,146) | (1,754) | 53,193 | 45,802 |
Banking & Finance | 6,934 | 7,510 | 10,046 | 9,236 | 692 | 262 | 17,672 | 17,008 |
Commodity Events | 8,425 | 7,060 | - | - | 658 | 671 | 9,083 | 7,731 |
Sold/closed businesses | (248) | 304 | 1,318 | 5,710 | 7,521 | 9,217 | 8,591 | 15,231 |
Unallocated corporate costs | (33,531) | (43,208) | (3,475) | (2,150) | (1,923) | (1,507) | (38,929) | (46,865) |
Adjusted operating profit1 | 22,793 | 9,144 | 83,031 | 90,081 | 4,884 | 7,914 | 110,708 | 107,139 |
Discontinued operations | 278 | 762 | 1,730 | (4,160) | (9,518) | (8,488) | (7,510) | (11,886) |
Continuing operations | 23,071 | 9,906 | 84,761 | 85,921 | (4,634) | (574) | 103,198 | 95,253 |
Acquired intangible amortisation2 (note 9) | (7,637) | (7,338) | (15,064) | (13,126) | (38) | (102) | (22,739) | (20,566) |
Exceptional items (note 3) | (4,148) | (7,164) | 71,584 | (21,414) | 13,960 | (2,675) | 81,396 | (31,253) |
Operating profit/(loss) | 11,286 | (4,596) | 141,281 | 51,381 | 9,288 | (3,351) | 161,855 | 43,434 |
Share of results in associates and joint ventures |
|
|
|
|
|
| 157 | (1,890) |
Finance income (note 4) |
|
|
|
|
|
| 5,248 | 3,290 |
Finance expense (note 4) |
|
|
|
|
|
| (6,034) | (4,146) |
Profit before tax |
|
|
|
|
|
| 161,226 | 40,688 |
Tax expense on profit (note 5) |
|
|
|
|
|
| (51,360) | (3,390) |
Profit for the year from continuing operations |
|
|
|
|
|
| 109,866 | 37,298 |
1. Operating profit including discontinued operations before acquired intangible amortisation and exceptional items (refer to the appendix to the Preliminary Statement).
2. Acquired intangible amortisation represents amortisation of acquisition-related non-goodwill assets such as trademarks and brands, customer relationships and databases.
2 Segmental analysis continued
| Acquired |
| Depreciation | |||
| intangible | Exceptional | and | |||
| amortisation | items | amortisation | |||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 |
Other segmental information |
|
|
|
|
|
|
by segment: |
|
|
|
|
|
|
Asset Management | (10,893) | (10,725) | (617) | (29,992) | (1,136) | (1,806) |
Pricing, Data & Market Intelligence | (8,781) | (6,661) | (5,277) | (1,582) | (1,262) | (292) |
Banking & Finance | (222) | (235) | - | - | - | - |
Commodity Events | (2,570) | (2,665) | - | (89) | (112) | (139) |
Sold/closed businesses | - | - | 87,290 | 2,930 | (2) | (1) |
Unallocated corporate costs | (273) | (280) | - | (2,520) | (3,752) | (4,444) |
Continuing operations | (22,739) | (20,566) | 81,396 | (31,253) | (6,264) | (6,682) |
Discontinued operations | - | (249) | 90,294 | (2,437) | - | (485) |
Total | (22,739) | (20,815) | 171,690 | (33,690) | (6,264) | (7,167) |
The closing net book value of goodwill, other intangible assets, property, plant and equipment and investments is analysed by geographic
area as follows:
| United Kingdom | North America | Rest of World | Total | ||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
|
|
Goodwill | 104,227 | 103,715 | 303,399 | 289,079 | 7,096 | 7,177 | 414,722 | 399,971 |
Other intangible assets | 45,656 | 61,024 | 127,326 | 132,416 | 521 | 551 | 173,503 | 193,991 |
Property, plant and equipment | 5,325 | 5,913 | 10,165 | 10,724 | 622 | 598 | 16,112 | 17,235 |
Investments | 4,261 | 30,366 | - | - | - | - | 4,261 | 30,366 |
Non-current assets | 159,469 | 201,018 | 440,890 | 432,219 | 8,239 | 8,326 | 608,598 | 641,563 |
Additions to property, plant and equipment | (602) | (337) | (1,006) | (9,834) | (370) | (757) | (1,978) | (10,928) |
The Group has taken advantage of paragraph 23 of IFRS 8 'Operating Segments' and does not provide segmental analysis of net assets as this information is not used by the Directors in operational decision making or monitoring of business performance.
3 Exceptional items
Exceptional items are items of income or expense considered by the Directors as being significant, non-recurring and which require additional disclosure in order to provide an indication of the underlying trading performance of the Group.
| 2018 | 2017 |
| £000 | £000 |
|
|
|
Profit on disposal of businesses/joint ventures/associates | 86,817 | 2,931 |
Impairment charges | (3,048) | (29,649) |
Release of overseas sales tax provision | - | 3,868 |
Restructuring and other exceptional costs | (2,373) | (8,403) |
Continuing operations | 81,396 | (31,253) |
Exceptional items from discontinued operations | (969) | (2,437) |
Profit on disposal of discontinued operations | 91,263 | - |
Discontinued operations | 90,294 | (2,437) |
Total | 171,690 | (33,690) |
For the year ended 30 September 2018, the Group recognised a continuing operations exceptional credit of £81.4m.
The Group sold Adhesion (profit £9.8m), World Bulk Wine (profit £0.9m) and Institutional Investor Journals (profit £4.4m) resulting in a net profit of £15.1m (note 11). The disposal of the associate investment in Dealogic resulted in a profit of £71.7m (note 10).
The impairment charge relates to a goodwill impairment of £3.0m for Layer123 Events and Training Limited (Layer123). The impairment of Layer123 is the result of its disappointing financial performance post acquisition.
3 Exceptional items continued
Restructuring and other exceptional costs consist of restructuring costs, earn-out payments treated as compensation costs and acquisition-related costs offset by the favourable settlement of the legal dispute with the previous owners of Centre for Investor Education (CIE). Costs as a result of a strategic review undertaken for the major restructuring of certain businesses have been treated as exceptional items. Normal restructuring costs are not treated as exceptional items. The recognition of the earn-out payments for the acquisitions of Layer123, Site Seven Media Ltd (TowerXchange) and Random Lengths are treated as compensation costs. It is Group policy to treat, as exceptional, significant earn-out payments required by IFRS to be recognised as a compensation cost. The acquisition-related costs of Random Lengths (note 11) are treated as exceptional due to the magnitude of the costs associated with the acquisition. Acquisition costs for smaller acquisitions have not been treated as exceptional.
The Group's tax charge includes a related tax charge on the continuing operations exceptional items of £12.1m (note 5).
The discontinued operations have incurred exceptional costs as a result of the GMID disposal of £1.0m. The sale of GMID resulted in a profit on disposal of discontinued operations, after deducting disposal costs, of £91.3m (note 11). The Group's tax charge included a related tax charge on the profit on disposal of discontinued operations exceptional items of £6.7m (note 5).
For the year ended 30 September 2017, the Group recognised a continuing operations exceptional charge of £31.3m.
The Group sold HedgeFund Intelligence (loss £4k), II Intelligence (profit £2.2m), Euromoney Indices (loss £1.8m) and LatinFinance (profit £3.4m), resulting in a net profit of £3.8m. The disposal of the joint ventures Institutional Investor Zanbato Limited and EIIZ Discovery LLC resulted in a loss of £0.8m.
The goodwill impairment charge of £27.4m related to Ned Davis Research (NDR). An available-for-sale investment impairment of £2.3m related to Estimize, Inc.
An element of the provision for overseas sales tax was released following settlement of the sales tax exposure (including interest) resulting in a credit of £3.9m.
Restructuring and other exceptional costs consisted of professional fees associated with the placement element of the share buyback transaction with Daily Mail and General Trust plc (DMGT); professional fees from the CIE legal dispute; incremental costs relating to the relocation of the New York office; and the acquisition-related costs of RISI US (Holdco) Inc, (RISI). These costs for RISI were treated as exceptional due to the significance of the acquisition. No severance costs were treated as exceptional items in 2017.
The Group's tax charge included a related tax credit on the continuing operations exceptional items of £10.1m (note 5).
The discontinued operations incurred exceptional costs to engage with advisors to assist with the strategic review of GMID. These exceptional costs of £2.4m have been disclosed separately (note 8). The Group's tax charge included a related tax charge on the discontinued operations exceptional items of £1.1m (note 5).
4 Finance income and expense
| 2018 | 2017 |
| £000 | £000 |
Finance income |
|
|
Interest on cash deposit with DMGT group company | - | 137 |
Interest receivable from short-term investments | 2,870 | 6 |
Movements in acquisition commitments (note 13) | 2,378 | 2,970 |
Movements in deferred consideration (note 13) | - | 177 |
| 5,248 | 3,290 |
Finance expense |
|
|
Interest payable on committed borrowings with DMGT group company | - | (152) |
Interest payable on borrowings | (4,201) | (3,656) |
Net interest expense on defined benefit liability | (248) | (202) |
Movements in deferred consideration (note 13) | (1,122) | - |
Interest on tax | (463) | (136) |
| (6,034) | (4,146) |
Continuing operations net finance costs | (786) | (856) |
|
|
|
Discontinued operations net finance income | 32 | 33 |
Total net finance costs | (754) | (823) |
4 Finance income and expense continued
| 2018 | 2017 |
| £000 | £000 |
Reconciliation of net finance costs in Income Statement to adjusted net finance costs |
|
|
Continuing operations net finance costs in Income Statement | (786) | (856) |
Add back: |
|
|
Movements in acquisition commitments | (2,378) | (2,970) |
Movements in deferred consideration | 1,122 | (177) |
Other | (629) | - |
| (1,885) | (3,147) |
Continuing operations adjusted net finance costs | (2,671) | (4,003) |
|
|
|
Discontinued operations adjusted net finance income | 32 | 33 |
Total adjusted net finance costs | (2,639) | (3,970) |
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. Refer to the appendix to the Preliminary Statement.
Charges and credits relating to the movements in acquisition commitments and deferred consideration reflect future payments and receipts expected on historical transactions that do not directly relate to the current year results.
Other items in the adjusted net finance costs consist of a gain realised on the close-out of the interest rate swaps of £2.1m offset by the write-off of capitalised borrowing costs of £0.9m following the repayment of the Group's term-loan. The net gain has been excluded from adjusted finance costs as it would not have crystallised had the disposal of GMID not completed. In addition, interest on uncertain tax provisions of £0.6m has been excluded as the provision for this uncertain tax provision is not in the ordinary course of business and relates to a tax adjusting item (note 5).
5 Tax expense on profit
|
|
|
|
|
|
|
| Continuing operations | Discontinued operations | Total | Continuing operations | Discontinued operations | Total |
| 2018 | 2018 | 2018 | 2017 | 2017 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 |
Current tax expense |
|
|
|
|
|
|
UK corporation tax expense | 2,735 | 1,425 | 4,160 | 478 | 44 | 522 |
Foreign tax expense | 37,764 | 6,694 | 44,458 | 13,899 | 2,193 | 16,092 |
Adjustments in respect of prior years | 8,002 | - | 8,002 | (2,193) | 105 | (2,088) |
| 48,501 | 8,119 | 56,620 | 12,184 | 2,342 | 14,526 |
Deferred tax expense/(credit) |
|
|
|
|
|
|
Current year | 3,515 | (1,625) | 1,890 | (8,543) | 1,003 | (7,540) |
Adjustments in respect of prior years | (656) | - | (656) | (251) | (1) | (252) |
| 2,859 | (1,625) | 1,234 | (8,794) | 1,002 | (7,792) |
Tax expense in Income Statement | 51,360 | 6,494 | 57,854 | 3,390 | 3,344 | 6,734 |
|
|
|
|
|
|
|
Effective tax rate | 32% | 7% | 22% | 8% | 36% | 13% |
5 Tax expense on profit continued
The adjusted effective tax rate for the year is set out below:
|
|
|
|
|
|
|
| Continuing operations | Discontinued operations | Total | Continuing operations | Discontinued operations | Total |
| 2018 | 2018 | 2018 | 2017 | 2017 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 |
Reconciliation of tax expense in Income Statement to adjusted tax expense/(credit) |
|
|
|
|
|
|
Total tax expense in Income Statement | 51,360 | 6,494 | 57,854 | 3,390 | 3,344 | 6,734 |
Add back: |
|
|
|
|
|
|
Tax on acquired intangible amortisation | 5,032 | - | 5,032 | 5,327 | 44 | 5,371 |
Tax on exceptional items | (12,116) | (6,694) | (18,810) | 10,088 | (1,065) | 9,023 |
Other tax adjusting items | (12,411) | - | (12,411) | - | - | - |
| (19,495) | (6,694) | (26,189) | 15,415 | (1,021) | 14,394 |
Tax on goodwill and intangible amortisation | (3,042) | - | (3,042) | (4,611) | - | (4,611) |
Share of tax on profits of associates and joint ventures | 333 | - | 333 | 988 | - | 988 |
Adjustments in respect of prior years | (7,346) | - | (7,346) | 2,444 | (104) | 2,340 |
| (29,550) | (6,694) | (36,244) | 14,236 | (1,125) | 13,111 |
Adjusted tax expense/(credit) | 21,810 | (200) | 21,610 | 17,626 | 2,219 | 19,845 |
|
|
|
|
|
|
|
Adjusted profit before tax (refer to the appendix to the Preliminary Statement) |
|
| 109,179 |
|
| 106,462 |
Adjusted effective tax rate |
|
| 20% |
|
| 19% |
The Group presents the above adjusted effective tax rate reconciliation to help users of this report better understand its tax charge. In arriving at this rate, the Group removes the tax effect of exceptional and adjusting items that reconcile statutory to adjusted profit. A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out in the appendix to the Preliminary Statement. However, the current tax effect of goodwill and intangible items is not removed. The current tax benefit of tax deductible goodwill and intangible items amounting to £3.0m is recognised in the adjusted effective tax rate as the Group considers that this more accurately reflects its expected cash tax payable position as the deferred tax effect on the goodwill and intangible items is not expected to crystallise. The deferred tax effect on goodwill and intangible items would only crystallise in the event of a disposal and that is not the current intention.
Other tax adjusting items include non-recoverable withholding tax of £14.6m, a one-time deemed repatriation tax charge relating to unremitted foreign earnings of £3.2m arising from US tax reform and a tax credit of £4.7m arising as a result of revaluation of net US deferred tax liabilities following a reduction in the US federal tax rate from 35% to 21%. These items are excluded from adjusted tax as they are significant and not in the ordinary course of business. The non-recoverable withholding tax arises as a direct consequence of a $380m intercompany dividend which was triggered by the disposal of GMID and other restructuring that took place.
Adjustments in respect of prior years are excluded on the basis that the adjusted tax expense should reflect the tax rate of the Group for the current year. Share of tax on profits of associates and joint ventures is calculated on the adjusted profits of associates and joint ventures and excludes tax on exceptional items consistent with the Group's historical approach and policy.
5 Tax expense on profit continued
The actual tax expense for the year is different from the UK blended rate of 19% of profit before tax for the reasons set out in the following reconciliation:
| Continuing operations | Discontinued operations | Total | Continuing operations | Discontinued operations | Total |
| 2018 | 2018 | 2018 | 2017 | 2017 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
Profit before tax | 161,226 | 6,573 | 167,799 | 40,688 | 9,233 | 49,921 |
Profit on disposal of discontinued operation | - | 91,263 | 91,263 | - | - | - |
| 161,226 | 97,836 | 259,062 | 40,688 | 9,233 | 49,921 |
|
|
|
|
|
|
|
Tax at 19.0% (2017: 19.5%) | 30,633 | 18,589 | 49,222 | 7,935 | 1,800 | 9,735 |
Factors affecting tax charge: |
|
|
|
|
|
|
Different tax rates of subsidiaries operating in overseas jurisdictions | 5,494 | 1,780 | 7,274 | 2,814 | 972 | 3,786 |
Share of tax on associates and joint ventures | (67) | - | (67) | 369 | - | 369 |
Non-taxable income | (2,243) | (156) | (2,399) | (1,588) | - | (1,588) |
Goodwill and intangibles | 1,220 | - | 1,220 | 152 | - | 152 |
Disallowable expenditure | 2,210 | - | 2,210 | 1,381 | 468 | 1,849 |
Disposal of businesses | (3,227) | (13,719) | (16,946) | - | - | - |
Other items deductible for tax purposes | (3,948) | - | (3,948) | (5,100) | - | (5,100) |
Tax impact of consortium relief | - | - | - | (129) | - | (129) |
US tax reform | 3,169 | - | 3,169 | - | - | - |
Non-recoverable withholding tax | 15,458 | - | 15,458 | - | - | - |
Impact of change in rate | (4,685) | - | (4,685) | - | - | - |
Adjustments in respect of prior years | 7,346 | - | 7,346 | (2,444) | 104 | (2,340) |
Total tax expense for the year | 51,360 | 6,494 | 57,854 | 3,390 | 3,344 | 6,734 |
The Group's effective tax rate depends mainly on the geographic mix of profits and applicable tax rates. Different tax rates of subsidiaries operating in overseas jurisdictions of £7.3m (2017: £3.8m) reflects higher profits earned in jurisdictions which have a higher tax rate than the UK.
Disposal of businesses relates to the disposals of GMID and Dealogic during the year which crystallised a US tax charge of £16.8m (£6.7m from GMID and £10.1m from Dealogic) but is non-taxable in the UK.
The effect of goodwill and intangibles for the year ended 30 September 2018 is £1.2m, relating primarily to non-deductible goodwill impairment for Layer123.
The other items deductible for tax purposes of £3.9m (2017: £5.1m) arise as a result of financing arrangements that result in different tax treatment in the territories involved, primarily from debt financing provided to US affiliates. Following the anti-hybrid legislation and new interest restriction rules enacted as part of US Tax Reform, these financing arrangements have been partially unwound during the year and will be fully unwound by the end of next financial year.
A one-time deemed repatriation tax charge of £3.2m related to unremitted foreign earnings arises as a result of the US Tax Reform.
As a result of the disposal of GMID and other restructuring that took place during the year, a dividend payment of $380m was made in September 2018 from BCA Research Inc. to Euromoney Canada Limited, a UK group entity. Canadian withholding tax of £14.6m arose on the dividend payment and was paid in full to the Canadian Revenue Authority in October 2018.
The impact of change in rate is a one-off deferred tax credit of £4.7m arising from the revaluation of the Group's US deferred tax assets and liabilities, following the change in the US federal tax rate from 35% to 21%.
Adjustments in respect of prior years of £7.3m (2017: £2.3m) reflect a further provision made in respect of a potential exposure in relation to an HMRC enquiry and several small items across numerous jurisdictions that relate to changes in estimates.
In addition to the amount charged to the Income Statement, the following amounts relating to tax have been directly recognised in other comprehensive income and equity:
| Other comprehensive income | Equity | ||
| 2018 | 2017 | 2018 | 2017 |
| £000 | £000 | £000 | £000 |
|
|
|
|
|
Deferred tax | 474 | 1,901 | 796 | 225 |
5 Tax expense on profit continued
EU Commission investigation into state aid
In October 2017, the European Commission opened a state aid investigation into the Group Financing Exemption in the UK controlled foreign company rules. The Group Financing Exemption was introduced in legislation by the UK government in 2013. In common with other UK-based international companies whose arrangements are in line with current UK CFC legislation, the Group may be affected by the outcome of this investigation and is monitoring developments. If the preliminary findings of the European Commission's investigation are upheld, the estimated maximum potential liability is approximately £8m. Based on the current assessment, no provision is being made in respect of this issue as it is not probable that the Group will suffer an outflow of funds.
US Tax Reform
On 22 December 2017, the Tax Cuts and Jobs Act was enacted in the US. The Act is complex and wide-ranging and in these financial statements the impact has been estimated and may be further refined as more clarity and guidance becomes available.
The legislation includes a reduction in the federal tax rate from 35% to 21%. As a consequence of this change, the revaluation of the Group's US deferred tax assets and liabilities has resulted in a one-off deferred tax credit of £4.7m that is excluded from adjusted tax. In addition, there is a one-time deemed repatriation tax charge of £3.2m related to unremitted foreign earnings. As a result of the change in attribution rules that dictate which entities are treated as a controlled foreign corporation for US income tax purposes, the disposal of shares as a result of the disposal of GMID and Dealogic crystallised gains that are subject to US tax. The tax charge on these exceptional gains is £16.8m. Each of these tax impacts has been excluded from adjusted tax consistent with the treatment of the pre-tax gains on these disposals.
Uncertain tax positions
The Group considers each uncertain tax matter on the technical merits of the case law, taking into account all relevant evidence, including the known attitude of tax authorities in making an assessment of the likelihood a matter will crystallise. The provisions for uncertain tax are calculated by determining the Directors' best estimate of the single most likely cash flow for each issue.
At 30 September 2018, the Group held provisions for uncertain tax of £12.9m (2017: £10.2m) relating to permanent establishment risk and challenges by tax authorities. The maximum potential additional exposure for the Group in relation to challenges by tax authorities not provided for is approximately £20m which is for the challenge by the Canadian Revenue Agency (CRA) and the Quebec Tax Authorities (Revenu Quebec) on a foreign currency trade in 2009.
On 23 October 2017, the CRA issued a Notice of Reassessment to BCA Research Inc (BCA) based on the CRA view that the loss sustained by BCA on an intra-group derivative transaction cannot be deducted in computing income. Based on external legal advice, management is confident that BCA will be able to overturn these reassessments through the normal litigation process, which has already begun. The Company filed a notice of objection with the CRA in November 2017 and a notice of appeal with the Tax Court of Canada in March 2018 to which the Tax Court of Canada replied in June 2018. BCA has provided satisfactory security for payment to the CRA for 50% of the tax being contested of £3.5m. Revenu Quebec issued a Notice of Reassessment to BCA in December 2017 based on the CRA view that the loss sustained by BCA cannot be deducted in computing income. In July 2018, BCA provided security to Revenu Quebec for 50% of the tax owing amounting to £3.2m.
The Group has previously disclosed a potential exposure relating to an HMRC enquiry, which has a maximum exposure of £10.7m of which £2.8m had been provided in prior periods. Following receipt of a closure notice from HMRC on 21 September 2018 confirming that the tax being pursued is £10.7m, the associated provision has been increased for accounting purposes to £10.7m at 30 September 2018. A notice of appeal was filed with HMRC on 16 October 2018. The charge for this additional provision relating to prior periods has been excluded from adjusted tax.
6 Dividends
| 2018 | 2017 |
| £000 | £000 |
Amounts recognisable as distributable to equity holders in the year |
|
|
Final dividend for the year ended 30 September 2017 of 21.80p (2016: 16.40p) | 23,784 | 21,043 |
Interim dividend for the year ended 30 September 2018 of 10.20p (2017: 8.80p) | 11,136 | 9,600 |
| 34,920 | 30,643 |
Employee share trusts dividend | (559) | (443) |
| 34,361 | 30,200 |
|
|
|
Proposed final dividend for the year ended 30 September | 24,347 | 23,784 |
Employee share trusts dividend | (383) | (384) |
| 23,964 | 23,400 |
A final dividend of 22.30p (2017: 21.80p) is proposed for the year ended 30 September 2018. Subject to shareholder approval at the AGM on 1 February 2019, this would be paid on Thursday 14 February 2019 to shareholders on the register on Friday 30 November 2018. It is expected that the shares will be marked ex-dividend on Thursday 29 November 2018.
The proposed final dividend has not been included as a liability in these financial statements in accordance with IAS 10 'Events after the Reporting Period'.
7 Earnings per share
| 2018 | 2017 |
| £000 | £000 |
|
|
|
Profit for the year from continuing operations | 109,866 | 37,298 |
Non-controlling interest | (139) | (469) |
Earnings from continuing operations | 109,727 | 36,829 |
Profit for the year from discontinued operations | 91,342 | 5,889 |
Total earnings | 201,069 | 42,718 |
Adjustments (refer to the appendix to the Preliminary Statement) | (113,639) | 43,430 |
Total adjusted earnings | 87,430 | 86,148 |
|
|
| 2018 | 2017 |
|
|
| Number | Number |
|
|
| 000 | 000 |
|
|
|
|
|
Weighted average number of shares |
|
| 109,148 | 114,252 |
Shares held by the employee share trusts |
|
| (1,733) | (1,760) |
Weighted average number of shares |
|
| 107,415 | 112,492 |
Effect of dilutive share options |
|
| 131 | 213 |
Diluted weighted average number of shares |
|
| 107,546 | 112,705 |
|
|
|
|
|
|
|
| Pence | Pence |
Earnings per share from continuing operations |
|
|
|
|
Basic |
|
| 102.15 | 32.74 |
Diluted |
|
| 102.03 | 32.68 |
|
|
|
|
|
Earnings per share from discontinued operations |
|
|
|
|
Basic |
|
| 85.03 | 5.24 |
Diluted |
|
| 84.93 | 5.23 |
|
|
|
|
|
Total earnings per share |
|
|
|
|
Basic |
|
| 187.18 | 37.98 |
Diluted |
|
| 186.96 | 37.91 |
|
|
|
|
|
Total adjusted earnings per share |
|
|
|
|
Basic |
|
| 81.39 | 76.58 |
Diluted |
|
| 81.30 | 76.44 |
The adjusted earnings per share figures have been disclosed since the Directors consider it necessary in order to give an indication of the adjusted trading performance reflecting the performance both of the Group's continuing and discontinued operations. A detailed reconciliation of the Group's statutory results to the adjusted results is set out in the appendix to the Preliminary Statement.
8 Discontinued operations and disposal groups classified as held for sale
On 30 April 2018, the Group completed the disposal of the GMID (note 11). This division meets the IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations' criteria to be treated as discontinued operations at 30 September 2018 due to its size and the fact that the businesses constitute a major line of the Group's business. GMID is therefore presented as discontinued operations throughout this report.
The results of the discontinued operations are as follows:
| 2018 | 2017 |
| £000 | £000 |
|
|
|
Total revenue | 23,815 | 41,490 |
|
|
|
Operating profit before acquired intangible amortisation and exceptional items | 7,510 | 11,886 |
Acquired intangible amortisation | - | (249) |
Exceptional items | (969) | (2,437) |
|
|
|
Operating profit | 6,541 | 9,200 |
|
|
|
Finance income | 43 | 107 |
Finance expense | (11) | (74) |
Net finance income | 32 | 33 |
|
|
|
Profit before tax | 6,573 | 9,233 |
Tax credit/(expense) on profit | 200 | (3,344) |
Profit after tax from discontinued operations | 6,773 | 5,889 |
Profit on disposal of discontinued operation - exceptional items | 91,263 | - |
Tax expense on profit on disposal | (6,694) | - |
Profit after tax on disposal of discontinued operations | 84,569 | - |
Profit for the year from discontinued operations | 91,342 | 5,889 |
Reconciliation of profit before tax for the year from discontinued operations in Income Statement to adjusted discontinued operations:
| 2018 | 2017 |
| £000 | £000 |
|
|
|
Profit before tax for the year from discontinued operations | 6,573 | 9,233 |
Add back: |
|
|
Acquired intangible amortisation | - | 249 |
Exceptional items | 969 | 2,437 |
Adjusted discontinued operations profit before tax for the year | 7,542 | 11,919 |
The impact of the discontinued operations on the cash flows is as follows:
| 2018 | 2017 |
| £000 | £000 |
|
|
|
Operating cash flows | (2,520) | 10,935 |
Investing cash flows | 112,639 | (158) |
Financing cash flows | (14) | (161) |
Total cash flows | 110,105 | 10,616 |
8 Discontinued operations and disposal groups classified as held for sale continued
On 23 October 2018, the Group disposed of Mining Indaba to ITE Group plc for a consideration of £30.1m. Mining Indaba meets the IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations' criteria to be classified as held for sale at 30 September 2018. Mining Indaba does not meet the IFRS 5 criteria to be treated as discontinued operations. The assets and liabilities of this business have been disclosed separately on the face of the Consolidated Statement of Financial Position. The assets and liabilities held for sale are recorded at the lower of their carrying value and fair value less costs to sell. No impairment of these net assets has been identified at 30 September 2018. The disposal has been disclosed as an event after the balance sheet date (note 16).
The main classes of assets and liabilities of the business classified as held for sale are set out in the table below.
| Mining Indaba |
| 2018 £000 |
|
|
Acquired intangible assets | 12,783 |
Trade and other receivables | 936 |
Total assets of the business held for sale | 13,719 |
|
|
Accruals | (302) |
Deferred income | (1,692) |
Total liabilities of the business held for sale | (1,994) |
|
|
Net assets | 11,725 |
9 Goodwill and other intangible assets
Goodwill at 30 September 2018 increased by £14.8m since 30 September 2017. This movement mainly consists of a favourable effect of currency translation of £8.2m and the goodwill arising on acquisitions completed in the period (note 11), including TowerXchange (£2.3m), Extel (£1.9m) and Random Lengths (£6.0m) offset by an impairment of £3.0m for Layer123 (note 3).
The net carrying value of goodwill and other intangible assets is as follows:
| 2018 | 2017 |
| £000 | £000 |
|
|
|
Goodwill | 414,722 | 399,971 |
Other intangible assets |
|
|
Trademarks and brands | 100,464 | 114,309 |
Customer relationships | 64,135 | 69,944 |
Databases | 3,245 | 4,099 |
Total acquired intangible assets | 167,844 | 188,352 |
Licences and software | 3,731 | 3,615 |
Intangible assets in development | 1,928 | 2,024 |
Total | 588,225 | 593,962 |
Intangible assets, other than goodwill, have a finite life and are amortised over their expected useful lives.
Acquired intangible asset amortisation for the year is £22.7m (2017: £20.6m).
10 Investments
|
| Investment | Available- |
|
| Investment | in joint | for-sale |
|
| in associates | ventures | investments | Total |
| £000 | £000 | £000 | £000 |
|
|
|
|
|
At 1 October 2016 | 29,810 | 215 | 5,835 | 35,860 |
Additions | 552 | 1 | - | 553 |
Impairment (note 3) | - | - | (2,289) | (2,289) |
Exchange difference | (2,151) | (2) | - | (2,153) |
Provision against investment losses | - | 285 | - | 285 |
Share of losses after tax | (1,391) | (499) | - | (1,890) |
At 30 September 2017 | 26,820 | - | 3,546 | 30,366 |
Disposals | (26,194) | - | - | (26,194) |
Exchange difference | (81) | - | - | (81) |
Provision against investment losses | - | 13 | - | 13 |
Share of profits/(losses) after tax | 170 | (13) | - | 157 |
At 30 September 2018 | 715 | - | 3,546 | 4,261 |
All of the above investments in associates and joint ventures are accounted for using the equity method in these consolidated financial statements.
| 2018 | 2017 |
| £000 | £000 |
Reconciliation of share of results in associates and joint ventures in Income Statement to adjusted share of results in associates and joint ventures |
|
|
Total share of results in associates and joint ventures in Income Statement | 157 | (1,890) |
Add back: |
|
|
Share of tax on profits | 333 | 988 |
Share of tax on acquired intangible amortisation and exceptional items | (266) | (1,798) |
Share of acquired intangible amortisation | 761 | 4,790 |
Share of exceptional items1 | 125 | 1,203 |
| 953 | 5,183 |
Adjusted share of results in associates and joint ventures | 1,110 | 3,293 |
1 The share of exceptional items relates to restructuring and earn-out costs in Dealogic.
The reconciliation of share of results in associates and joint ventures in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted share of results in associates and joint ventures. A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out in the appendix to the Preliminary Statement. The share of profit/(losses) after tax retained includes a finance expense of £0.3m (2017: 2.5m).
On 27 December 2017, the Group disposed of its minority equity stake of 15.5% in Diamond TopCo Limited (Dealogic) for $135.0m (£100.1m). The disposal of the associate with a net book value of £26.2m, gave rise to a profit on disposal of £71.7m, after deducting disposal costs, which was recognised as an exceptional item (note 3) in the Income Statement.
Information on investment in associates, investment in joint ventures and available-for-sale investments:
| Principal activity | Year | Date of | Type | Group | Registered |
|
| ended | acquisition | of holding | interest | Office |
Investment in associates |
|
|
|
|
|
|
Broadmedia Communications Limited (BroadGroup) | Events and publishing business | 30 Sept | Mar 2017 | Ordinary | 49.0% | 8 Bouverie Street, London, EC4Y 8AX, United Kingdom |
Investment in joint ventures |
|
|
|
|
|
|
Sanostro Institutional AG (Sanostro) | Hedge fund manager trading signals | 31 Dec | Dec 2014 | Ordinary | 50.0% | Allmendstrasse 140, 8041 Zurich, Switzerland |
Available-for-sale investments |
|
|
|
|
|
|
Estimize, Inc (Estimize) | Financial estimates platform | 31 Dec | July 2015 | Ordinary | 10.0% | 43 West 24th Street, New York , NY 10010, United States |
Zanbato, Inc (Zanbato) | Private capital placement and workflow | 31 Dec | Sept 2015 | Ordinary | 9.9% | 715 N Shoreline Boulevard, Mountain View CA, 94043, United States |
The Group interests in the above investments remained unchanged since their respective dates of acquisition.
11 Acquisitions and disposals
Purchase of businesses
Site Seven Media Ltd (TowerXchange)
On 1 December 2017, the Group acquired 100% of the equity share capital of TowerXchange for £6.5m. TowerXchange is a fast-growing information and events business which has become the leading source of information on the tower market, the infrastructure supporting the growth of the mobile telecoms market. Acquiring TowerXchange is part of the Group's telecoms strategy to facilitate industry collaboration and trading in areas ranging from pricing to standards across the telecoms ecosystem. TowerXchange is included in the Pricing, Data & Market Intelligence segment.
For the TowerXchange acquisition, an earn-out payment of £2.1m will be treated as compensation costs in accordance with IFRS 3 and deferred consideration of £0.1m has been recognised (note 13).
The acquisition accounting is set out below and is provisional pending final determination of the fair value of the assets and liabilities acquired:
|
| Fair value | Provisional |
| Book value | adjustments | fair value |
| £000 | £000 | £000 |
Net assets: |
|
|
|
Intangible assets | - | 3,036 | 3,036 |
Property, plant and equipment | 4 | - | 4 |
Trade and other receivables | 994 | - | 994 |
Trade and other payables | (1,320) | - | (1,320) |
Deferred tax liability | - | (516) | (516) |
Cash and cash equivalents | 2,123 | - | 2,123 |
| 1,801 | 2,520 | 4,321 |
|
|
|
|
Net assets acquired (100%) |
|
| 4,321 |
Goodwill |
|
| 2,307 |
Total consideration |
|
| 6,628 |
Consideration satisfied by: |
|
|
|
Cash |
|
| 6,517 |
Deferred consideration |
|
| 111 |
|
|
| 6,628 |
|
|
|
|
Net cash outflow arising on acquisition: |
|
|
|
Cash consideration |
|
| 6,517 |
Less: cash and cash equivalent balances acquired |
|
| (2,123) |
|
|
| 4,394 |
Intangible assets represent customer relationships of £2.1m and the brand of £0.9m, for which amortisation of £0.1m has been charged for the year. The customer relationships will be amortised over their expected useful economic lives of ten years. The brand will be amortised over its expected useful life of 20 years. Goodwill arises from the anticipated profitability and future operating synergies from integrating the acquired operations within the Group. The fair value of the assets acquired includes net trade receivables of £0.4m, all of which are contracted and are expected to be collectable.
TowerXchange contributed £1.8m to the Group's revenue, £0.4m to the Group's operating profit and £0.3m to the Group's profit after tax for the period between the date of acquisition and 30 September 2018. If the acquisition had been completed on the first day of the financial year, TowerXchange would have contributed £2.6m to the Group's revenue and £0.9m to the Group's operating profit.
11 Acquisitions and disposals continued
Extel
On 8 March 2018, the Group acquired 100% of the business of Extel for cash consideration of £2.7m and deferred consideration of £0.1m. Extel runs the annual independent survey of quality across the European equities investment community. The acquisition of Extel fits within the Group's strategy of investing in its main themes, specifically asset management.
The acquisition accounting is set out below and is provisional pending final determination of the fair value of the assets and liabilities acquired:
| Fair value | Provisional |
| adjustments | fair value |
| £000 | £000 |
Net assets: |
|
|
Intangible assets | 1,120 | 1,120 |
Deferred tax liability | (190) | (190) |
| 930 | 930 |
|
|
|
Net assets acquired (100%) |
| 930 |
Goodwill |
| 1,870 |
Total consideration |
| 2,800 |
Consideration satisfied by: |
|
|
Cash |
| 2,702 |
Deferred consideration |
| 98 |
|
| 2,800 |
|
|
|
Net cash outflow arising on acquisition: |
|
|
Cash consideration |
| 2,702 |
Intangible assets represent the brand of £1.1m. The brand will be amortised over its expected useful life of 20 years. Goodwill arises from the anticipated profitability and future operating synergies from integrating the acquired operations within the Group. Extel contributed £0.9m to the Group's revenue, £0.2m to the Group's operating profit and £0.2m to the Group's profit after tax for the period between the date of acquisition and 30 September 2018. If the acquisition had been completed on the first day of the financial year, Extel would have contributed £1.0m to the Group's revenue and £0.1m to the Group's operating profit.
11 Acquisitions and disposals continued
Random Lengths Publications, Inc (Random Lengths)
On 2 August 2018, the Group acquired 100% of the equity share capital of Random Lengths, a leading price reporting agency for the global wood products industry for $16.8m (£12.8m) and paid a working capital adjustment on 7 November 2018 of $0.3m (£0.2m). The acquisition strengthens the Group's position in price reporting for the global forest products industry and fits within the Group's strategy of investing in its main themes, specifically price discovery. Random Lengths is included in the Pricing, Data and Market Intelligence segment.
For the Random Lengths acquisition, an earn-out payment of $2.0m (£1.5m) will be treated as compensation costs in accordance with
IFRS 3.
The acquisition accounting is set out below and is provisional pending final determination of the fair value of the assets and liabilities acquired:
|
| Fair value | Provisional |
| Book value | adjustments | fair value |
| £000 | £000 | £000 |
Net assets: |
|
|
|
Intangible assets | - | 7,102 | 7,102 |
Trade and other receivables | 713 | - | 713 |
Trade and other payables | (1,489) | - | (1,489) |
Cash and cash equivalents | 682 | - | 682 |
| (94) | 7,102 | 7,008 |
|
|
|
|
Net assets acquired (100%) |
|
| 7,008 |
Goodwill |
|
| 6,028 |
Total consideration |
|
| 13,036 |
Consideration satisfied by: |
|
|
|
Cash |
|
| 12,786 |
Working capital adjustments |
|
| 250 |
|
|
| 13,036 |
|
|
|
|
Net cash outflow arising on acquisition: |
|
|
|
Cash consideration |
|
| 12,786 |
Less: cash and cash equivalent balances acquired |
|
| (682) |
|
|
| 12,104 |
Intangible assets represent customer relationships of $5.0m (£3.8m) and the brand of $4.3m (£3.3m), for which amortisation of $0.1m (£0.1m) has been charged for the year. The customer relationships will be amortised over their expected useful economic lives of 15 years. The brand will be amortised over its expected useful life of 15 years. Goodwill arises from the anticipated profitability and future operating synergies from integrating the acquired operations within the Group. All of the goodwill recognised is expected to be deductible for income tax purposes. The fair value of the assets acquired includes net trade receivables of $0.3m (£0.3m), all of which are contracted and are expected to be collectable.
Random Lengths contributed $0.6m (£0.4m) to the Group's revenue, $0.2m (£0.2m) to the Group's operating profit and $0.2m (£0.2m) to the Group's profit after tax for the period between the date of acquisition and 30 September 2018. If the acquisition had been completed on the first day of the financial year, Random Lengths would have contributed $3.5m (£2.7m) to the Group's revenue and $0.8m (£0.6m) to the Group's operating profit (excluding exceptional costs).
Increase in equity holdings
Ned Davis Research, Inc. (NDR)
The non-controlling interest of NDR exercised their put options over the remaining 15% stake in NDR. The Group paid a cash consideration of £7.8m on 22 December 2017 and a further £1.0m on 12 January 2018 (note 13). The Group's equity shareholding in NDR increased to 100%.
Centre for Investor Education (UK) Limited (CIE)
On 9 January 2018, there was a favourable settlement of the legal dispute with the previous owners of CIE and the Group acquired the remaining 25% equity interest for no consideration. At 30 September 2017, the Group held no liability for the acquisition commitment relating to the minority 25% stake in CIE and consolidated 100% of CIE with no non-controlling interest recorded in relation to the minority stake.
Layer123 Events & Training Limited (Layer123)
On 3 May 2018, the Group acquired the remaining 39% of Layer123 for £1.3m in cash and deferred compensation costs of £0.7m. The Group acquired 61% of the share capital of Layer123 in April 2017 for £6.3m and the remaining 39% was due to be acquired in three equal instalments based on the profits for the financial years 2018, 2019 and 2020.
11 Acquisitions and disposals continued
Sale of businesses
Adhesion Group S.A. and World Bulk Wine Exhibition, S.L. (Adhesion and World Bulk Wine)
On 30 October 2017, the Group sold its equity share capital of Adhesion (100%) and World Bulk Wine (74%), part of the Commodity Events segment, for €13.6m (£12.0m). The disposal of Adhesion and World Bulk Wine gave rise to a profit on disposal of €12.2m (£10.7m), after deducting disposal costs incurred, which was classified as an exceptional item (note 3) in the Income Statement. In addition to the profit on disposal, the Group released the acquisition commitment liability of £0.3m relating to World Bulk Wine to equity (note 13).
Institutional Investor Journals (II Journals)
On 10 January 2018, the Group sold the trading assets and liabilities of II Journals, part of the Asset Management segment, for a consideration of $3.8m (£2.8m). Deferred consideration receivable of $0.8m (£0.6m) was recognised (note 13). The transaction gave rise to a profit on disposal of $5.9m (£4.4m) after the release of deferred revenue of $2.3m (£1.7m) and the deduction of disposal costs incurred, which was classified as an exceptional item (note 3) in the Income Statement.
Global Markets Intelligence Division (GMID)
On 30 April 2018, the Group completed the disposal of GMID, consisting of CEIC and EMIS, to a consortium led by the private equity arm of CITIC Capital Holdings Limited and Caixin Global, for an equity value of $180.5m (£128.8m). The disposal gave rise to a profit on disposal of $127.9m (£91.3m) after the deduction of disposal costs incurred, which was classified as an exceptional item (note 3) in the Income Statement.
The Statement of Financial Position at 30 September 2017 classified GMID, Adhesion, World Bulk Wine and II Journals as held for sale.
The net assets of the businesses at the date of disposal were as follows:
| Adhesion | World Bulk Wine | II Journals | GMID | Total |
| £000 | £000 | £000 | £000 | £000 |
Net assets/(liabilities): |
|
|
|
|
|
Goodwill | - | 463 | - | 25,227 | 25,690 |
Intangible assets | - | 730 | - | 2,447 | 3,177 |
Property, plant and equipment | 30 | 6 | - | 585 | 621 |
Trade and other receivables | 2,473 | 971 | - | 8,771 | 12,215 |
Cash and cash equivalents | 1,095 | 540 | - | 10,152 | 11,787 |
Trade and other payables | (1,626) | (157) | - | (8,739) | (10,522) |
Deferred income | (1,667) | (1,180) | (1,687) | (13,460) | (17,994) |
| 305 | 1,373 | (1,687) | 24,983 | 24,974 |
|
|
|
|
|
|
Net assets/(liabilities) disposed | 305 | 1,373 | (1,687) | 24,983 | 24,974 |
De-recognition of non-controlling interest | - | (170) | - | - | (170) |
Directly attributable costs | 244 | 66 | 129 | 6,034 | 6,473 |
Recycled cumulative translation differences | (500) | (30) | - | 6,547 | 6,017 |
Profit on disposal (note 3) | 9,773 | 954 | 4,374 | 91,263 | 106,364 |
Total consideration | 9,822 | 2,193 | 2,816 | 128,827 | 143,658 |
Consideration satisfied by: |
|
|
|
|
|
Cash | 9,822 | 2,193 | 2,223 | 128,148 | 142,386 |
Deferred consideration | - | - | 593 | - | 593 |
Working capital adjustments | - | - | - | 679 | 679 |
| 9,822 | 2,193 | 2,816 | 128,827 | 143,658 |
Net cash inflow arising on disposal: |
|
|
|
|
|
Cash consideration (net of directly attributable costs paid and working capital adjustments) | 9,578 | 2,127 | 2,094 | 122,793 | 136,592 |
Cash and cash equivalent balances disposed | (1,095) | (540) | - | (10,152) | (11,787) |
| 8,483 | 1,587 | 2,094 | 112,641 | 124,805 |
12 Called up share capital
| 2018 | 2017 |
| £000 | £000 |
Allotted, called up and fully paid |
|
|
109,180,729 ordinary shares of 0.25p each (2017: 109,101,608 ordinary shares of 0.25p each) | 273 | 273 |
During the year, 79,121 ordinary shares of 0.25p each (2017: 35,425 ordinary shares) with an aggregate nominal value of £198 (2017: £88) were issued following the exercise of share options granted under the Company's share option schemes for a cash consideration of £642,612 (2017: £311,658).
13 Acquisition commitments and deferred consideration
The Group is party to consideration arrangements in the form of acquisition commitments, acquisition deferred consideration payments and deferred consideration receipts on disposals. Acquisition commitments comprise put options held by minority shareholders of acquired businesses which are held at amortised cost. Deferred consideration payments comprise consideration contingent on the future performance of acquired businesses held at fair value and deferred consideration payable at a set amount in the future. These liabilities are recognised at the discounted present value and re-measured each period. The discount is unwound as a notional interest charge and the re-measurement of these liabilities is recognised in the Income Statement.
| Acquisition commitments | Deferred consideration payments | Deferred consideration receipts | |||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
At 1 October | (13,125) | (11,771) | (350) | (480) | 1,989 | 526 |
Additions from acquisitions during the year | - | (4,997) | (209) | (700) | - | - |
Additions from disposals during the year | - | - | - | - | 593 | 2,679 |
De-recognition on disposal of business | 317 | - | - | - | - | - |
Payment/(receipt) during the year | - | - | 1,470 | 833 | (1,607) | (1,386) |
Exercise of commitments | 10,130 | 540 | - | - | - | - |
Net movements in finance income and expense during the year (note 4) | 2,378 | 2,970 | (1,245) | (3) | 123 | 180 |
Exchange differences to reserves | 28 | 133 | - | - | 22 | (10) |
At 30 September | (272) | (13,125) | (334) | (350) | 1,120 | 1,989 |
|
|
|
|
|
|
|
Within one year | (97) | (9,904) | (209) | (350) | 650 | 419 |
In more than one year | (175) | (3,221) | (125) | - | 470 | 1,570 |
| (272) | (13,125) | (334) | (350) | 1,120 | 1,989 |
The non-controlling interest of NDR exercised their put options over the remaining 15% stake in NDR for a total consideration of £8.8m (note 11). The Group's equity shareholding in NDR increased to 100%.
On 3 May 2018, the Group acquired the remaining 39% of Layer123 for £1.3m and deferred compensation costs of £0.7m. The Group acquired 61% of the share capital of Layer123 in April 2017 for £6.3m and the remaining 39% was due to be acquired in three equal instalments based on the profits for the financial years 2018, 2019 and 2020.
Exchange differences to reserves were recorded within net exchange differences on translation of net investments in overseas subsidiary undertakings in the Statement of Comprehensive Income.
Reconciliation of finance income and expense (note 4):
| Acquisition commitments | Deferred consideration payments | Deferred consideration receipts | |||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 |
| £000 | £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
Re-measurement during the year | 2,766 | 4,136 | (1,245) | (3) | 82 | 79 |
Imputed interest | (388) | (1,166) | - | - | 41 | 101 |
Net movements in finance income and expense during the year | 2,378 | 2,970 | (1,245) | (3) | 123 | 180 |
14 Contingent liabilities
Claims in Malaysia
Four writs claiming damages for libel were issued in Malaysia against the Group and three of its employees in respect of an article published in one of the Group's magazines, International Commercial Litigation, in November 1995. The writs were served on the Company on 22 October 1996. Two of these writs have been discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian ringgit 83.4m (£15.5m). No provision has been made for these claims in these financial statements as the Directors do not believe the Group has any material liability in respect of these writs.
European Commission Inspection
In January 2018, the European Commission conducted an unannounced inspection at the Brussels office of RISI Sprl (RISI), a wholly-owned subsidiary within the Group, as part of an investigation into the sector of kraft paper and industrial paper sacks in the European Union/European Economic Area. A provision is made for the outcome of tax, legal and other disputes where it is both probable that the Group will suffer an outflow of funds and it is possible to make a reliable estimate of that outflow. No proceedings have been issued and the Group is unable to make a reliable estimate of any potential liability. Therefore, no provision has been recognised.
15 Related party transactions
The Group has taken advantage of the exemption allowed under IAS 24 'Related Party Disclosures' not to disclose transactions and balances between Group companies that have been eliminated on consolidation. Other related party transactions and balances are detailed below:
(i) The Group had borrowings under a $160m multi-currency facility with Daily Mail and General Holdings Limited (DMGH), a Daily Mail and General Trust plc (DMGT) group company. This facility was terminated on 29 December 2016. In 2017, fees on the available facility for the year were £153k.
(ii) During the year ended 30 September 2017, the Group expensed services provided by DMGT and other fellow group companies of £379k. From January 2017, the services expensed include a charge under the transitional service agreement with DMGT signed on 3 January 2017.
(iii) During the year ended 30 September 2017, DMGT group companies surrendered tax losses to Euromoney Consortium Limited under an agreement between the two groups. These tax losses are relievable against UK taxable profits of the Group under HMRC's consortium relief rules:
|
|
| 2018 | 2017 |
|
|
| £000 | £000 |
|
|
|
|
|
Amounts payable |
|
| - | 387 |
Tax losses with tax value |
|
| - | 516 |
Amounts owed to DMGT group at end of year |
|
| - | 387 |
(iv) On 8 December 2016, the Group acquired 0.3% of the equity of Euromoney Consortium Limited from DMG Charles Limited for a cash consideration of £0.7m.
(v) On 6 January 2017, the Group completed the off-market purchase of 19,247,173 ordinary shares from the DMGT group for cancellation at a price of £9.75 per share. The transaction was approved by shareholders at the Company's general meeting held on 29 December 2016.
(vi) The Group participates in the Harmsworth Pension Scheme (HPS), a defined benefit scheme operated by DMGT. The Group's share of the HPS surplus of £1.9m (2017: £26k).
(vii) During the year, the Group provided services to Risk Management Solution Ltd, a DMGT subsidiary, for HKD1,336,936 (2017: HKD1,046,608).
(viii) During the year, the Group's equity shareholding in NDR increased to 100%. During the year ended 30 September 2017, NDR, a subsidiary undertaking, leased office space at market rates from a separate entity, Bird Bay Properties, LLC which is owned by a previous minority shareholder of NDR. The amount paid was $0.6m.
(ix) During the year, the Group sold sponsorship revenue to Trepp LLC, a DMGT subsidiary, for $60k (2017: $39k).
(x) The Directors who served during the year received dividends of £0.2m (2017: £0.2m) in respect of ordinary shares held in the Company.
16 Events after the balance sheet date
The Directors propose a final dividend of 22.30p per share (2017: 21.80p) totalling £24.0m (2017: £23.4m) for the year ended 30 September 2018. The dividend will be submitted for approval by shareholders at the AGM to be held on 1 February 2019. In accordance with IAS 10 'Events after the Reporting Period', these financial statements do not reflect this dividend payable which will be accounted for in shareholders' equity as an appropriation of retained earnings in the year ending 30 September 2019.
On 23 October 2018, the Group disposed of Mining Indaba to ITE Group plc for a consideration of £30.1m. Given that the IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations' criteria to be classified as held for sale have been met at 30 September 2018, the assets and liabilities of Mining Indaba have been disclosed separately on the face of the Consolidated Statement of Financial Position. Mining Indaba contributed £7.3m to the Group's revenue for the year ended 30 September 2018 (2017: £6.3m) and £3.8m to the Group's operating profit for the year ended 30 September 2018 (2017: £2.6m).
There were no other events after the balance sheet date.
Related Shares:
ERM.L