26th Nov 2014 07:00
26 November 2014 |
Daily Mail and General Trust plc ('DMGT') |
Group unaudited preliminary results for the year ended 30 September 2014 |
DMGT delivers another year of growth
Adjusted Results* (from continuing and discontinued operations) | Statutory Results^ | |||||
2014 | 2013 (restated)† | Reported Change~ | Underlying# Change~ | 2014 | 2013 (restated)† | |
Revenue | £1,864m | £1,802m | +3% | +5% | £1,811m | £1,674m |
Operating profit | £311m | £300m | +4% | +15% | £198m | £219m |
Profit before tax | £291m | £267m | +9% | £267m | £179m | |
Earnings per share | 55.7p | 49.9p | +12% | 70.6p | 43.6p | |
Dividend per share | 20.4p | 19.2p |
Preliminary Full Year Financial Highlights:
· DMGT underlying# revenue up 5%; reported revenue up 3%
· Underlying operating profit* up 15%; margin of 17%
· Adjusted profit before tax* a record £291m, up 9%
· Good performance from B2B; underlying revenue and profit up 8%; decision to delay RMS(one), consequent £45 million impairment charge in the year and revenue and profit impact in FY 2015 as highlighted in September
· dmg media underlying revenue in line with last year; underlying profit up 28%, margin up from 10% to 12%, driven by cost efficiencies
· Active portfolio management throughout the year, including Zoopla Property Group IPO, Evenbase disposal and DIIG(E) acquisition
· £100 million initial share buy back programme completed; new £100 million programme under way
· Net debt increased by £30 million to £603 million; net debt/EBITDA ratio of 1.5; £106 million bond buy back
· Earnings per share* up 12% to 55.7p; full year dividend increased by 6% to 20.4p
Martin Morgan, Chief Executive, said:
"DMGT has again delivered a good set of results, reflecting the benefits of our balanced and diversified portfolio of businesses. It is pleasing that adjusted profit before tax has increased by 9%, to a record level, and earnings per share by 12% despite the adverse impact of the stronger pound during the year. This growth was generated by the strength of our B2B companies and, within dmg media, the resilience of the Mail businesses, the benefits of cost saving initiatives and effective portfolio management.
Our international B2B companies have increased their underlying revenues and profits by 8%. We took a difficult decision in the year to delay the launch of RMS(one), although we are confident that the new programme of staged releases to a small number of clients during 2015, with availability to a broader client base towards the end of the year, will benefit the business in the long-term. Following the delay, there was an impairment of the RMS(one) asset value in the year. In addition, the increase in RMS's costs, ahead of RMS(one) revenues being generated in 2016, will adversely impact DMGT's profits in 2015.
Our consumer business, dmg media, yet again demonstrated its resilience with the growth from digital revenues offsetting the decline in print revenues. dmg media delivered a 28% underlying increase in operating profit as a result of the rationalisation of printing sites last year, ongoing cost saving measures and Wowcher moving towards profitability.
We have continued to refine and optimise our portfolio of businesses with further strategic bolt-on acquisitions, primarily within dmg information and Euromoney. We have also made some disposals, notably dmg media's digital recruitment business Evenbase, and the IPO of Zoopla Property Group.
As reported in September, RMS's operating margin is expected to be around 10% to 15% in FY 2015, reflecting the delay of, and continued investment in, RMS(one). The timing of events and disposal of Evenbase will also have an adverse impact on FY 2015 results. The Board remains confident, however, that the Group is well positioned to deliver its excellent long-term growth prospects."
For further information
For analyst and institutional enquiries: Stephen Daintith, Finance Director
Adam Webster, Head of Management Information and Investor Relations |
+442036152902
+442036152903 |
For media enquiries: Kim Fletcher/Charlie Potter, Brunswick Group |
+442074045959 |
A presentation of the Preliminary Results will be given to investors and analysts at 9.30am on 26 November 2014, at J.P. Morgan, 60 Victoria Embankment, London, EC4Y 0JP. There will also be a live webcast available on our website, http://www.dmgt.com.
Next trading update
The Group's next scheduled announcement of financial information is a trading update on 4 February 2015.
About DMGT
DMGT is an international business built on entrepreneurship and innovation. We bring together leading companies and talented people to provide businesses and consumers with high-quality analysis & insight, information, news and entertainment.
Notes
* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 11. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase, and, in FY 2013, Northcliffe Media. These businesses contributed operating profit of £15 million (2013: £19 million) from revenues of £53 million (2013: £127 million) and are included in the adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 25.
~ Percentages are calculated on actual numbers to one decimal place.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 26 and 27. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions and excludes ECCTIS, a Hobsons business, which was disposed of in January 2014. For dmg events, the comparisons are between events held in the year and the same events held the previous time other than ADIPEC, which became an annual event in November 2013 and which is compared to 50% of the revenues and profits of the biennial November 2012 event. For Euromoney, no adjustments are made for the timing of events but acquisitions are excluded completely and underlying profit excludes the benefit in both FY 2013 and FY 2014 of the historic acceleration of its CAP incentive plan charge. For dmg media, underlying comparisons exclude low margin contract printing revenue, which ceased last year, the central and eastern European businesses, which were disposed of last year, Villarenters, Metro Play, OilCareers, Broadbean and Jobrapido, which were disposed of this year, and distribution services, which ceased earlier this year. dmg media's underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities. The disposal of Jobsite, formerly part of dmg media's Evenbase portfolio, completed in October 2014 and the business is included in the underlying figures other than for dmg media's underlying advertising performance for the eight week period to 23 November 2014. Northcliffe Media is excluded from the DMGT Group underlying comparisons.
^ These statutory highlights are for continuing operations only (excluding the discontinued operations, Northcliffe Media in FY 2013 and dmg media's digital recruitment business, Evenbase, in FY 2014), other than earnings per share which is the total statutory figure.
† Restated for the revision to International Accounting Standard 19 - Employee Benefits [IAS 19 (Revised)]. The revision has changed the methodology for calculating the financial element of the net charge or credit associated with DMGT's defined benefit pension schemes. As a result, pension finance income of £15 million previously recognised during FY 2013, has been restated as a pension finance charge of £13 million. The pension finance item is now excluded from adjusted earnings as the calculation under the new standard does not necessarily reflect the underlying economics associated with the relevant pension assets and liabilities. See Note 2.
Daily Mail and General Trust plc
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London, W8 5TT
www.dmgt.co.uk
Registered in England and Wales No. 184594
Contents | |
Management Report | |
Consolidated Income Statement | |
Consolidated Statement of Comprehensive Income | |
Consolidated Statement of Changes in Equity | |
Consolidated Statement of Financial Position | |
Consolidated Cash Flow Statement | |
Notes to the Condensed Consolidated Financial Statements | |
Management Report
This management report, on the unaudited preliminary results for the year ended 30 September 2014, focuses principally on the adjusted results to give a more comparable indication of the Group's business performance. All year-on-year comparisons are on a like-for-like basis. The reported results include discontinued operations, namely the Northcliffe Media and Evenbase businesses.
An explanation of restructuring and impairment charges and other items included in the statutory results is set out after the divisional performance review and in the segmental note (Note 4). The adjusted results are summarised below:
Adjusted results* (from continuing and discontinued operations) | 2014 £m | 2013 £m (restated)† | ReportedChange~ |
Revenue | 1,864 | 1,802 | +3% |
Operating profit | 311 | 300 | +4% |
Income from joint ventures and associates | 31 | 22 | +43% |
Net finance costs | (51) | (55) | +7% |
Profit before tax | 291 | 267 | +9% |
Tax charge | (59) | (49) | -20% |
Minority interest | (25) | (30) | +15% |
Group profit | 207 | 188 | +10% |
Adjusted earnings per share | 55.7p | 49.9p | +12% |
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Notes
* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 11. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase, and, in FY 2013, Northcliffe Media. These businesses contributed operating profit of £15 million (2013: £19 million) from revenues of £53 million (2013: £127 million) and are included in the adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 25.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 26 and 27. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions and excludes ECCTIS, a Hobsons business, which was disposed of in January 2014. For dmg events, the comparisons are between events held in the year and the same events held the previous time other than ADIPEC, which became an annual event in November 2013 and which is compared to 50% of the revenues and profits of the biennial November 2012 event. For Euromoney, no adjustments are made for the timing of events but acquisitions are excluded completely and underlying profit excludes the benefit in both FY 2013 and FY 2014 of the historic acceleration of its CAP incentive plan charge. For dmg media, underlying comparisons exclude low margin contract printing revenue, which ceased last year, the central and eastern European businesses, which were disposed of last year, Villarenters, Metro Play, OilCareers, Broadbean and Jobrapido, which were disposed of this year, and distribution services, which ceased earlier this year. dmg media's underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities. The disposal of Jobsite, formerly part of dmg media's Evenbase portfolio, completed in October 2014 and the business is included in the underlying figures other than for dmg media's underlying advertising performance for the eight week period to 23 November 2014. Northcliffe Media is excluded from the DMGT Group underlying comparisons.
~ Percentages are calculated on actual numbers to one decimal place.
† Restated for the revision to International Accounting Standard 19 - Employee Benefits [IAS 19 (Revised)]. The revision has changed the methodology for calculating the financial element of the net charge or credit associated with DMGT's defined benefit pension schemes. As a result, pension finance income of £15 million previously recognised during FY 2013, has been restated as a pension finance charge of £13 million. The pension finance item is now excluded from adjusted earnings as the calculation under the new standard does not necessarily reflect the underlying economics associated with the relevant pension assets and liabilities. See Note 2.
The average £: US$ exchange rate for the year was £1:$1.66 (2013 £1:$1.56). The rate at the year end was $1.62 (2013: $1.62).
All references to profit or margin in this management report are to adjusted profit or margin, except where reference is made to statutory profit.
Summary
Group performance: DMGT has delivered another good set of results. Group revenue* for the year was £1,864 million, compared with £1,802 million for the prior year. Reported revenues, up 3%, were adversely impacted by the stronger pound relative to the US dollar; on an underlying# basis, revenues increased by 5%. There was good underlying growth in several revenue categories, particularly digital advertising and events, with print advertising and circulation revenues declining as expected.
Revenue performance across our B2B businesses and our consumer business, dmg media, on a reported and underlying basis is summarised below.
Revenue growth Year-on-year change | Reported | Underlying# | ||||
H1 | H2 | Year | H1 | H2 | Year | |
Group revenue | +2% | +5% | +3% | +6% | +3% | +5% |
B2B | +16% | +7% | +11% | +11% | +6% | +8% |
RMS | +4% | -8% | -2% | +8% | +1% | +4% |
dmg information | +39% | +29% | +34% | +15% | +10% | +12% |
dmg events | +16% | +13% | +15% | +28% | +10% | +21% |
Euromoney | +5% | -3% | +0% | +3% | +3% | +3% |
dmg media | -2% | +2% | +0% | +1% | -1% | +0% |
Reported Group revenue includes discontinued operations, namely Evenbase and Northcliffe Media.
Operating profit* increased 4% to £311 million, despite the adverse impact of the stronger pound, and increased by 15% on an underlying basis.
The Group's B2B companies' operating profits were up 1% on a reported basis, an underlying increase of 8%. The operating profits of dmg media were up 19% on a reported basis and up 28% on an underlying basis. After allocating head office costs based on revenues, B2B businesses generated 75% of this year's operating profit with 25% generated by consumer businesses, compared to 77% and 23% for the prior year, reflecting the strength of the pound and the strong profit growth at dmg media. Well over half of the Group's operating profits were derived from outside the UK.
Adjusted profit before tax* increased by 9% to £291 million. This reflected the changes in operating profit described above, increased income from joint ventures and associates, notably Zoopla Property Group and Local World, and reduced net finance costs due to lower levels of bond debt. Adjusted Group profit after tax and minority interests* was up 10% to £207 million and adjusted earnings per share* rose by 12% to 55.7p. The full year dividend increased by 6% to 20.4p.
The statutory profit before tax, excluding discontinued operations, for the year was £267 million after £40 million of amortisation and impairment charges in respect of goodwill and acquired intangible assets and £72 million of net exceptional charges, including the impairment of internally generated intangible assets. Statutory profit after tax was £283 million, up from £188 million, reflecting the profits on disposal made in the prior year, and statutory earnings per share increased from 43.6p to 70.6p.
Net debt: increased by £30 million to £603 million, following £42 million of share buy back payments during the year and a £24 million premium on the early redemption of bonds in December 2013. At the year end, the Group's net debt comprised £569 million of bonds, £60 million of bank borrowings, £3 million of loan notes and a cash balance of £29 million. There was a further early redemption of £149 million of bonds in October 2014. The Group's ratio of net debt to EBITDA was 1.5 times at the year end, well below the Group's preferred upper limit of around 2.0 times and significantly below the requirements of the Group's bank covenants.
Active portfolio management: has continued throughout the year with acquisitions totalling £174 million and disposals totalling £253 million. As for the past few years, the principal acquisitions were within dmg information and Euromoney.
In October 2013 dmg information acquired DIIG(E), the UK based property information business which includes SearchFlow, for £76 million. Euromoney acquired trade and certain assets of the Mining Investment Events Division of Summit Professional Networks, including the Investing in African Mining Indaba brand, for £46 million in July 2014. In addition to these larger transactions, Euromoney acquired Infrastructure Journal; dmg events acquired Quartz Coatings Events; dmg information's energy business, Genscape, acquired Energytics; and dmg information acquired a majority stake in SiteCompli, the New York based provider of property compliance monitoring, reporting and alerting technology. Genscape also acquired a 33% stake in Petrotranz during the year and increased its stake to just over 50% in November 2014. Strategic investments during the year included Hobsons' stake in iProf, a provider of test preparation services to students in India, and dmg information's stake in Skymet, the Indian weather forecasting and agricultural risk solutions business.
The main disposals in the year have been dmg media's disposal of its digital recruitment business Evenbase, with the final business, Jobsite, disposed of in October 2014, and 39% of DMGT's then 52% holding in Zoopla Property Group (Zoopla). DMGT's proceeds from the IPO of Zoopla in June 2014 were £180 million and DMGT's stake in Zoopla is now 32%.
Outlook
Group: we have entered the new financial year with our businesses performing in line with our expectations. All our B2B businesses are expected to make good progress in the year ahead, although RMS's profits will be adversely impacted by the ongoing investment in the new risk management platform, RMS(one), and the performance of dmg events will be adversely impacted by the timing of events. On the consumer side, revenue progress will be largely dependent on the print advertising environment, balanced against further growth in digital areas, although a continued focus on cost efficiencies should provide margin stability for dmg media.
RMS: the core business will continue to deliver both enhanced and completely new models during the coming year. There will be new versions of the North Atlantic Hurricane and European Windstorm models and the first of RMS's 'high-definition models', which offer a far greater degree of granularity, including Pan-European flood. The business will, however, continue to invest in RMS(one) with no significant revenues expected from this new product until FY 2016. Consequently, RMS as a whole is expected to deliver underlying revenue growth in the low single digits but with a reduced margin of around 10% to 15% in FY 2015.
dmg information: is expected to continue the double-digit growth trend of recent years and deliver underlying revenue growth of around 10% as the portfolio of businesses continues to benefit from new product initiatives and strong customer demand, as well as good performance from recent acquisitions. We expect continued growth across all the sectors in which dmg information now operates, namely Property, Education and Energy information. The operating margin is expected to remain in the high teens.
dmg events: is expected to continue to deliver good underlying growth although reported results will be lower due to one of the business's largest revenue events, Gastech, not occurring in FY 2015 and the impact of other timing differences. Underlying revenue is expected to grow by between 10% and 15%, but reported revenues are likely to decline by around 10% and the operating margin is expected to be between 20% and 25% in FY 2015.
Euromoney: is expected to continue to be impacted by the pressures on the investment banking sector although businesses serving the asset management sector are positioned for further growth in 2015. FY 2015 results will benefit from the Mining Indaba acquisition but are expected to be adversely impacted by event timing differences and increased technology, property and CAP incentive plan costs.
dmg media: is expected to continue to be impacted by declining circulation volumes despite market share gains. As usual, there is limited visibility of future advertising trends, but the growth in digital advertising is expected to continue to offset the decline in print advertising revenues. Overall, underlying revenues at dmg media are expected to remain stable, though reported revenues will be adversely impacted by the disposal of Evenbase. The operating margin is expected to remain at around 12%. dmg media's first quarter trading to date has been satisfactory but we remain cautious about the medium term outlook, given continuing external uncertainties, particularly for UK print advertising.
Joint ventures and associates: will be lower due to the reduced stake in Zoopla but will benefit from Euromoney's expected new stake in Dealogic. DMGT's share of pre-tax profits from joint ventures and associates is expected to be at least £30 million.
Net debt and capital allocation: the year end net debt:EBITDA ratio of 1.5 times is well below our preferred upper limit of 2.0 times and the Board remains confident in the overall outlook for the Group and its operating cash flows. We believe that the creation of shareholder value over the long term requires a balanced approach to investing in growth and returning capital to shareholders while maintaining a strong balance sheet. We continue to look for attractive acquisitions and actively manage our business portfolio while maintaining our dividend policy. Subject to the share price, the Board expects to complete the remainder of the £100 million share buy back programme announced in September 2014, although DMGT's M&A requirements will remain the priority for investment. As a result of £106 million of bond buy backs in December 2013 and a further £149 million in October 2014, and assuming our normal level of M&A activity, net finance costs are expected to be around £40 million in FY 2015 compared to £51 million in FY 2014.
Business Review
Business to business (B2B)
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue | 1,069 | 960 | +11% | +8% |
Operating profit* | 234 | 232 | +1% | +8% |
Operating margin* | 22% | 24% |
These results are stated after allocating Group corporate costs on the basis of B2B's share of Group revenues.
Revenues from the B2B group totalled £1,069 million, up 8% on the prior year on an underlying basis. Operating profits, including allocated Group corporate costs, were 1% higher at £234 million and were up 8% on an underlying basis, with notable growth from dmg information and dmg events compensating for the lower profits at RMS due to RMS(one). The lower margin at RMS and dmg information, following the acquisition of SearchFlow and the inclusion of the loss making Xceligent business, adversely impacted the overall B2B operating margin which declined to 22%.
Risk Management Solutions (RMS)
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue | 172 | 175 | -2% | +4% |
Operating profit* | 45 | 57 | -20% | -12% |
Operating margin* | 26% | 32% |
RMS delivered another year of underlying revenue growth with an increase of 4%, though on a reported basis, including the adverse impact of the stronger pound, revenues declined by 2%. As expected, RMS's cost base increased during the year to support the development of the RMS(one) initiative and operating profit declined by 20% on a reported basis, 12% on an underlying basis. The operating margin reduced to 26%.
The majority of the underlying revenue increase came from the Natural Catastrophe, Underwriting Solutions and Capital Markets businesses, primarily through contract renewal increases. RMS continues to innovate in the catastrophe modelling market. Recent releases include US and Canada Severe Convection Storm, China and Hong Kong Typhoon and Coastal Flooding and the US Hurricane and Coastal Flooding models. In Capital Markets, RMS pioneered a new approach to modelling indemnity catastrophe bonds and launched a high profile innovatively structured Catastrophe Bond which commanded good levels of demand in the market.
Following the postponement of the release of RMS(one), which was originally scheduled for April 2014, the approach to the development of the product has changed with certain elements of the existing software being improved and simplified in order to enhance the product's performance, functionality and openness. A revised plan has been implemented which will result in a programme of incremental deliverables to Joint Development Partner clients during 2015. At a minimum, delivery of RMS's first high-definition models to the broader client base is expected by late 2015. RMS expects that this lower risk, phased approach will lead to staged utilisation by RMS's broader client base.
Outlook
Revenues from the core business, excluding RMS(one), were £170 million in financial year 2014 and underlying growth is expected to be in the low-single digits in financial year 2015. Given the delay in the launch of RMS(one), significant revenues from RMS(one) and related amortisation costs are not expected to commence until financial year 2016. With the changed approach to the development of RMS(one), capitalised development costs will be materially lower and the reduced capitalisation of expenditure, combined with committed increases in data centre costs for RMS(one), will result in RMS's overall operating profit margin being around 10% to 15% in financial year 2015.
dmg information
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue | 391 | 293 | +34% | +12% |
Operating profit* | 68 | 58 | +17% | +26% |
Operating margin* | 17% | 20% |
dmg information had another very good year, delivering underlying revenue growth of 12%, 34% on a reported basis including the impact of the DIIG(E) (SearchFlow) acquisition which completed in October 2013.
The Property, Education and Energy information businesses all delivered double digit underlying growth. Underlying operating profit increased by 26%, and profit increased by 17% on a reported basis, with particularly good margin improvement from Hobsons, the Education information business. The operating margin declined to 17% as a result of M&A activity, notably the inclusion of the lower margin SearchFlow business and the loss making Xceligent business, which became a subsidiary in October 2013.
Property information
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue | 215 | 125 | +72% | +13% |
Operating profit* | 39 | 34 | +14% | +19% |
Operating profit* is stated before charging central dmg information costs.
Our Property information companies grew underlying revenues by 13% and, due to acquisitions, reported revenues increased by 72%. In October 2013, dmg information acquired DIIG(E), the principal business being SearchFlow, for £76 million. SearchFlow is a UK based business providing legal professionals, who conduct property transactions, with an electronic search service for residential and commercial property information and is complementary to dmg information's existing businesses in the property sector, notably Landmark. Both SearchFlow and Landmark delivered double digit underlying revenue growth, buoyed by the upswing in volumes in the UK residential property market and by further new product initiatives.
In the US, EDR delivered robust growth in a year when the volume of commercial property transactions grew only marginally. EDR's growth benefited from the rollout of its Lender Portal, a web-based compliance application. Xceligent, the provider of US commercial real estate information, continued to build out the geographical footprint of US cities for which products have been developed. Xceligent was accounted for as an associate business during FY 2013 but became a dmg information subsidiary in October 2013. In August 2014, dmg information acquired a majority stake in SiteCompli, the New York based provider of property compliance monitoring, reporting and alerting technology. The acquisition further increases dmg information's ability to bring transparency to the real estate sector.
The three largest businesses, Landmark, SearchFlow and EDR, each improved their operating margins during the year and the underlying operating profit growth was 19% for property information as a whole. As expected, however, the operating margin was adversely impacted by the inclusion of the lower margin SearchFlow acquisition and the inclusion of Xceligent's losses.
Education, Energy and Financial information
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue | 175 | 167 | +5% | +12% |
Operating profit* | 36 | 31 | +18% | +28% |
Operating profit* is stated before charging central dmg information costs.
Underlying revenues grew by 12%, with each of the three sectors (Education, Energy and Financial) contributing positively to the growth in the period.
Hobsons, which provides information to the Education sector, continued its strong growth with underlying revenues increasing by 12%. In the US, Hobsons' services continue to benefit from rising demand from high schools and higher education institutions for their enrolment services. The K-12 business delivered particularly strong growth, expanding the client base and increasing the yield per client. New K-12 product launches included Naviance Curriculum, a blended learning solution to help students reach their long-term career goals using proprietary video content. Hobsons also launched Radius, a student lifecycle management solution for the higher education market, encompassing recruitment, application, enrolment and retention and enabling a client to proactively engage with a student from initial marketing through to graduation. Hobsons' Australian business continued its expansion with a diversified product offering through Naviance and Edumate.
Our Energy information company, Genscape, continued its strong growth trajectory, proving real-time, fundamental production data and analysis across the power, oil, gas, agriculture, biofuels and maritime shipping markets. Underlying revenues increased by 21% with particularly good growth from its oil, gas and biodiesel products. In October 2013, Genscape acquired Energytics, a Texas based provider of information services to energy traders. During the year, Genscape acquired a 33% stake in Petrotranz, a Canadian business which provides clients in the oil and natural gas industries with a web-based communication and collaboration platform to automate manual and inefficient processes. The stake was increased to just over 50% in November 2014.
The Financial information businesses, Trepp and Lewtan, delivered underlying revenue growth of 5%, an encouraging performance reflecting the success of product innovation in a market sector where growth remained challenging. Lewtan, the smaller of the two businesses, was disposed of in October 2014. Trepp, which has a significant database of specific property information that is used to provide data and analysis to the Commercial Mortgage-Backed Securities (CMBS) market, will in future be included within dmg information's Property information portfolio.
Underlying operating profit growth of 28% benefited from margin improvement at both Hobsons and Genscape.
Outlook
For FY 2015, dmg information expects to achieve underlying revenue growth of around 10%. The operating margin is expected to remain in the high teens.
dmg events
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue | 100 | 87 | +15% | +21% |
Operating profit* | 27 | 21 | +28% | +29% |
Operating margin* | 27% | 24% |
dmg events had another very good year with underlying revenues increasing by 21% and underlying profits by 29%. All four of the largest events occurred in the year, compared to three in FY 2013, and ADIPEC successfully transitioned from a biennial to an annual event in November 2013, securing revenues equivalent to 96% of the November 2012 biennial event. The Gastech event in March 2014 delivered a particularly strong performance, increasing revenues by 45%. The business also successfully expanded the Energy and Construction events into new geographies during the year, including Mexico, Kuwait, Korea and India. The operating margin of 27% benefited from the inclusion of all four of the higher margin, largest events.
In January 2014, dmg events acquired Quartz Coatings Events, which operates shows for the paints and coatings market, complementing its existing construction events such as Big 5 and the Middle East Coating Show. The acquisition, which operates in Vietnam, Thailand, Indonesia, Mexico and Morocco, is also expected to facilitate dmg events' expansion through cloning existing events into new geographies.
Outlook
Gastech, one of dmg events' largest events, will not be held during FY 2015 and the Global Petroleum Show is expected to be a smaller event in FY 2015 as it moves from a biennial to an annual cycle. Consequently reported revenues are expected to decline by around 10%, although underlying revenues are expected to increase by between 10% and 15%. The operating margin is expected to be between 20% and 25%, a slight decline compared to FY 2014, due to the absence of some of the higher contribution larger events and ongoing investment in marketing the events and improving content in order to deliver sustainable long-term growth.
Euromoney Institutional Investor
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue | 407 | 405 | +0% | +3% |
Operating profit* | 117 | 119 | -1% | +4% |
Operating margin* | 29% | 29% |
Euromoney released its preliminary results on 20 November. Given the stronger British pound, revenue was in line with last year on a reported basis, although up by 3% on an underlying basis after adjusting for acquisitions and exchange rates. Subscriptions, which accounted for 50% of revenue in the year, grew by 2% on an underlying basis. The Conferences & Seminars business delivered an encouraging performance with underlying growth of 9%.
Operating profit, including the cost of Euromoney's management incentive Capital Appreciation Plan (CAP), declined by 1% to £117 million. An additional accelerated charge in respect of the CAP was recognised in 2011, and both last year's and this year's profits benefit from the earlier acceleration of that charge. Excluding this benefit, and adjusting for exchange rates and M&A activity, underlying operating profit was up 4% on last year. Operating margin was constant at 29%, reflecting increased investment in Euromoney's digital strategy, notably the new Delphi content platform, offset by reduced CAP charges. The Delphi platform will improve the quality of existing subscription products and increase the speed to market of new digital information services.
During the year Euromoney acquired Infrastructure Journal, a leading information source for the international infrastructure markets, which has been successfully integrated with Euromoney's existing Project Finance business and re-launched under the IJ Global brand. Euromoney acquired trade and certain assets of the Mining Investment Events Division of Summit Professional Networks for £46 million in July 2014. The principal asset, Mining Indaba, is the largest mining event in emerging markets. Euromoney will draw on its strong links to institutional investors and governments to enhance the investor content and networking opportunities. In April, Euromoney disposed of its MIS training business which offered limited synergies with the rest of Euromoney and required significant investment to drive future growth.
In November 2014, Euromoney announced plans to acquire a 15.5% equity stake in a new company incorporated to acquire Dealogic Holdings plc. The investment will be funded through the disposal of Euromoney's interests in Capital NET and Capital DATA and is expected to complete in December 2014.
Outlook
The pressures on the investment banking sector, which accounts for nearly half of Euromoney's revenues, from increased regulation and compliance costs show no real sign of easing. Investment banks' fixed income activities are most important to Euromoney and have been hardest hit. Euromoney's businesses serving the asset management sector have seen conditions improve during 2014 and these businesses are positioned for further growth in 2015. Mining Indaba is expected to contribute approximately £5m to operating profits in FY 2015 but profits are expected to be adversely impacted by the Dealogic transaction, which will be treated as an associate, event timing differences and increased property, Delphi and CAP costs.
Consumer media
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue* | 796 | 842 | -5% | +0% |
Operating profit* | 77 | 68 | +14% | +39% |
Operating margin* | 10% | 8% |
These results are stated after allocating Group corporate costs on the basis of Consumer media's share of Group revenues.
The reported results for the Consumer businesses, compared to the prior year, were impacted by the disposal of Northcliffe Media, effective 30 December 2012. The Group owns a c.32% stake in Zoopla Property Group, the digital property business, and a c.39% stake in Local World, the local media publisher. DMGT's share of profits of these businesses is included within joint ventures and associates.
dmg media
| 2014 £m | 2013 £m | Reported Change~
| Underlying# Change~ |
Revenue*: | ||||
Daily Mail / The Mail on Sunday | 536 | 562 | -5% | |
MailOnline | 62 | 44 | +41% | |
Mail Businesses | 598 | 606 | -1% | |
Metro, 7 Days | 75 | 77 | -3% | |
Wowcher | 24 | 14 | +73% | |
Sub-total | 696 | 696 | +0% | +0% |
Evenbase | 53 | 78 | -32% | |
Other | 46 | 18 | +151% | |
Total Revenue | 796 | 793 | +0% | +0% |
Operating profit*: | ||||
Mail Businesses | 71 | 63 | +13% | |
Metro, 7 Days & Wowcher | 14 | 7 | +92% | |
Sub-total | 85 | 70 | +21% | +21% |
Evenbase | 15 | 11 | +32% | |
Other discontinued | (4) | (1) | ||
Total Operating profit | 95 | 80 | +19% | +28% |
Operating margin* | 12% | 10% |
These results are stated before the allocation of Group corporate costs. Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Summary
Underlying and reported revenues were in line with the prior year, a good performance given the challenging trading environment. Evenbase, the digital recruitment portfolio, was disposed of during 2014, although the final business, Jobsite, was disposed of in October 2014 and is included in dmg media's underlying performance for the year.
The underlying increase in digital advertising revenues across the dmg media portfolio continued to exceed the ongoing decline in print advertising revenues, with total underlying advertising revenues increasing by 5%. Overall underlying circulation revenues declined by 4%, outperforming in a difficult market environment.
Operating profit for the year increased by 19% to £95 million. The underlying increase was 28%, or 21% excluding Jobsite. The increased digital investment in MailOnline was more than offset by lower costs, notably production, distribution, marketing and central support services at the Daily Mail and The Mail on Sunday, and reduced losses at Wowcher. These factors contributed to the increase in operating margin from 10% to 12%.
Mail Newspapers / MailOnline
Revenue for the combined newspapers and website businesses (Daily Mail, The Mail on Sunday and MailOnline) declined by 1% to £598 million due to a 5% decline in print advertising revenue and a 4% decline in circulation revenue. This was mitigated in part by revenue growth for MailOnline, including Metro.co.uk which is operated by the MailOnline team, of 41%. The Daily Mail's circulation volumes continued to decline although the strength of the Mail brand enabled a continued increase in the Daily Mail's and The Mail on Sunday's market shares to an average of 22.5% and 21.3% for the year respectively, compared to 22.0% and 20.9% in the prior year. Revenues benefited from the February 2013 increase in the cover price of the Monday to Friday editions of the Daily Mail, from 55p to 60p.
Total advertising revenues across the Mail Businesses were £252 million, an increase of £9 million, 4% on the same period last year with the £19 million, 46% increase in MailOnline's advertising revenues exceeding the £10 million, 5% decline in print advertising revenues.
MailOnline continues to grow strongly, with 185 million monthly unique browsers and 11.8 million average daily unique browsers in September 2014. The average number of monthly unique browsers during the year increased by 41% compared to the prior year and the average daily unique browsers increased by 38%. MailOnline continues to focus on increasing the size and engagement level of its global audience and, in particular, its US audience. There were 63 million monthly unique US browsers and 3.2 million average daily unique US browsers in September 2014, with average growth during the whole year of 45% and 42% respectively.
In January 2014, MailOnline launched an Australian joint venture with Mi9, part of the Nine Entertainment Co, and the business is expected to benefit from the advertising relationships and video content from this alliance. MailOnline's revenue of £62 million excludes the joint venture. Average daily unique Australian browsers in September 2014 were over 550,000, an increase of 89% on the level in September 2013.
Other dmg media businesses
Revenue at Metro declined 3% to £75 million, a robust performance for a print advertising business. Metro remains the UK's third largest daily newspaper, read by 3.2 million people every weekday.
Wowcher, the daily deals and online discounts business, continued to deliver substantial growth, with revenues increasing 73% to £24 million. The business has developed a database of 5.9 million customers, notably affluent, urban females. Wowcher has been in investment phase but reached a profitable run-rate during the second half of the year and is expected to be profitable during FY 2015.
The disposal of Jobsite in October 2014 completed dmg media's exit from the digital recruitment market following the disposal of the other Evenbase businesses, OilCareers, Broadbean and Jobrapido earlier in the year. Evenbase delivered £15 million of operating profit from £53 million of revenues during the year.
Other revenues benefited, on a reported basis, from the inclusion of low margin sales of newsprint to other publishers.
Outlook
For FY 2015, dmg media expects to deliver stable underlying revenues, in the -2% to +2% range, with digital advertising growth across the portfolio offsetting circulation and print advertising declines. Reported revenues will be adversely impacted by the disposal of Evenbase. The operating margin is expected to remain at around 12% with cost efficiencies helping to protect profitability. Trading during the eight weeks since the year end has seen underlying advertising revenue growth of 3% and circulation revenues down 5%.
Northcliffe Media
| 2014 £m | 2013 £m | ||
Revenue | - | 49 | ||
Operating profit* | - | 7 | ||
Operating margin* | 15% |
These results are stated before the allocation of Group corporate costs.
Northcliffe Media was sold to Local World, a company in which the Group owns a c.39% stake, at the end of December 2012.
Joint Ventures & Associates
Share of pre-tax operating profits*
| 2014 £m | 2013 £m | Reported Change~
|
Zoopla Property Group | 17 | 15 | |
Local World | 15 | 11 | |
Xceligent | - | (3) | |
Other joint ventures and associates | (1) | (1) | |
Total joint ventures and associates | 31 | 22 | +43% |
The Group's share of the results of its joint ventures and associates increased by £9 million to £31 million. The share of Zoopla Property Group's operating profits for the year was £17 million, compared to £15 million in the prior year, reflecting the combination of the business's continued growth and a reduction in DMGT's stake from c.52% to c.32% as a result of the IPO of Zoopla Property Group in June 2014.
Local World delivered a robust performance and DMGT's c.39% share of operating profits was £15 million for the year compared to £11 million for the 9 months post its formation in December 2012. Local World continued to increase operating profit despite declining revenues. Xceligent, the US property information business, became a subsidiary of dmg information in October 2013.
During the year Genscape, dmg information's energy information business, acquired a 33% stake in Petrotranz. The stake was increased to just over 50% in November 2014 and Petrotranz is now a subsidiary of Genscape. Hobsons, dmg information's Education information business, acquired a 10% stake in iProf, a provider of test preparation content for students in India, and is working with iProf in developing new tools and services for the K-12 market. dmg information also acquired a 21% stake in Skymet, an Indian weather forecasting and agricultural risk solutions business.
Outlook
The FY 2015 share of operating profits from joint ventures and associates, assuming no changes to DMGT's current holdings other than Euromoney's expected acquisition of a 15.5% stake in Dealogic in December 2014, will be adversely impacted by a full year of the reduced stake in Zoopla Property Group, down from c.52% to c.32%, and is expected to be at least £30 million.
Net finance costs
| 2014 £m | 2013 £m | Change~
|
Net interest payable and similar charges * | (51) | (57) | +10% |
Investment income * | - | 2 | |
Total net finance costs * | (51) | (55) | +7% |
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Net finance costs decreased by £4 million to £51 million. Net interest payable and similar charges declined by £6 million, benefiting from the redemption of bonds in December 2013. There was negligible investment income in the year whereas the prior year included a small dividend from the Press Association.
Following its disposal of MeteoGroup, the Press Association paid a dividend of £9 million during the year but, given the reason for the dividend, it has been excluded from adjusted results.
The pension finance charge, which is excluded from adjusted results, was £8 million compared to £13 million in the prior year.
Exceptional finance costs also included a £24 million charge for the premium on the early redemption of bonds in December 2013 when DMGT redeemed £56 million of 10.0% Bonds, due 2021, and £50 million of 5.75% Bonds, due 2018. In October 2014, DMGT redeemed £93 million of the 10.0% Bonds and £56 million of the 5.75% Bonds and paid a £40 million premium.
Outlook
Due to the benefit of reduced bond debt, and assuming our normal level of M&A activity, net finance costs are expected to be around £40 million in FY 2015, compared to £51 million in FY 2014.
Other income statement items
· Exceptional items and amortisation
Exceptional operating costs were £72 million in the year, compared to £49 million in the prior year. These included £27 million of cash items, compared to £28 million in the prior year. There were £20 million of restructuring costs at dmg media, with the reduced headcount in its newspaper businesses and central functions reflecting the considerably more focused portfolio of businesses it has become. RMS incurred £4 million of restructuring costs as it reduced headcount following a change in approach to the development of RMS(one). There was a £45 million impairment of the RMS(one) software, resulting from revisions to the timing of RMS(one) releases and the anticipated phasing of client adoption. Following the impairment, the net book value of the asset at the year end was £41 million.
The charge for amortisation of intangible assets arising on business combinations increased by £4 million to £44 million. The Group also made an impairment charge against goodwill and acquired intangible assets of £20 million, including £15m in respect of dmg media's Jobrapido business prior to its disposal.
The Group recorded other net gains on disposal of businesses and investments of £179 million, compared to a net gain of £61 million last year. The gains primarily related to the IPO of Zoopla Property Group and dmg media's online recruitment businesses, OilCareers and Broadbean.
· Taxation
The adjusted tax charge of £59 million is stated after adjusting for the effect of exceptional items and was £10 million more than last year. The adjusted tax rate for the year rose to 20.1% from 18.3% in FY 2013. The increase reflects a reduced impact on the rate from tax-efficient financing and tax deductible amortisation in the US. The effective tax rate is expected to increase to around 22% over the next three years.
The statutory tax charge for the year, excluding £5 million of tax charges in respect of joint ventures and associates, was £22 million, £37 million less than the adjusted tax charge. There were tax credits of £5 million in respect of the amortisation and impairment of intangible fixed assets and tax charges of £4 million on the disposal of businesses. There were also £31 million of tax credits on exceptional items, predominantly on the impairment of RMS(one), the bond buy back and other restructuring charges.
Pensions
The deficit on the Group's defined benefit pension schemes increased from £208 million at the beginning of the year to £212 million at 30 September 2014 (calculated in accordance with IAS 19 (Revised)), with the increase in the value of the defined benefit obligation exceeding the increase in the value of assets. Funding payments into the main schemes during the year were £50 million, including the £13 million final instalment in respect of the disposal of Northcliffe Media. In February 2014, the Group and the Trustees agreed a revised funding plan accruing to the main schemes through to 2026, totalling approximately £34 million per annum to 2020, £28 million per annum to 2022 and then £23 million per annum thereafter. In addition a contribution equal to 20% of any share buy backs will be contributed to the schemes, albeit this will be offset by up to £5 million of agreed funding contributions each year. Contributions will be discontinued should the schemes' actuary agree the schemes are no longer in deficit, with the next formal actuarial valuation scheduled for 31 March 2016. The defined benefit schemes are closed to new entrants.
Net debt and cash flow
Net debt at the end of the year was £603 million, an increase of £30 million during the year and a decrease of £190 million since the half year. The Group generated operating cash flows of £243 million, a 78% conversion rate of operating profits*. The conversion rate was adversely impacted by increased capital expenditure, notably product development at dmg information, and increased working capital due to reduced trade payables, notably due to the timing of events and payment of long-term incentive plans. Operating cash flows include exceptional operating items of £27 million and capital expenditure of £70 million, excluding £36 million of expenditure in respect of RMS(one).
Net proceeds from disposals and acquisitions were £79 million. Cash out-flows included dividends of £81 million, £42 million on the share buy-back programmes, a further £40 million of purchases of DMGT and Euromoney shares in respect of future incentive plan payments, interest payments of £53 million, pension funding of £50 million, taxation of £25 million and a £24 million premium on the early redemption of bonds in December 2013.
In December 2013, DMGT redeemed £56 million of 10.0% Bonds, due 2021, and £50 million of 5.75% Bonds, due 2018. At the year end, the Group had £569 million of Bonds with repayments due in 2018 (£264 million), 2021 (£108 million) and 2027 (£196 million). In October 2014, DMGT redeemed £93 million of the 10.0% Bonds and £56 million of the 5.75% Bonds, reducing total bond debt to £416 million. During the year and in October 2014, bank facilities were increased by £239 million, to £539 million, and extended to 2019. Bond debt now constitutes less than half of the debt available to DMGT. At the year end, the bank facilities were £489 million, of which £430 million was unutilised, and surplus cash was £29 million.
The Group's ratio of year end net debt to adjusted profits before interest, depreciation and amortisation (EBITDA) was 1.5 times, comfortably below the Group's preferred upper limit of around 2.0 times, and well within the requirements of the Group's bank covenants. The Group's corporate credit rating from Standard & Poor's improved in March 2014, from BB+ to investment grade BBB-, the same as the rating from Fitch.
The Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing its accounts.
Capital allocation and share buy back
The Board of DMGT remains confident in the overall outlook for the Group and believes that the creation of shareholder value over the long term requires a balanced approach to investing in growth and returning excess capital to shareholders, whilst maintaining a strong balance sheet. Balanced against continued organic investment, the Group continues to look for attractive acquisitions while maintaining a dividend policy of growing dividends by between 5% and 7% in real terms over the economic cycle. During the year, DMGT completed the remaining £31 million of the £100 million share buy-back programme announced in November 2012 and announced a new £100 million share buy-back programme in September 2014, of which £11 million was completed during September and a further £20 million since the year end.
Financing
During the year, the Group acquired 5.1 million 'A' Ordinary Shares for £42 million under the share buy-back programmes. The Group acquired a further 5.5 million 'A' Ordinary Shares for £49 million in order to meet obligations to provide shares under its incentive plans and utilised 3.8 million shares out of Treasury, valued at £34 million, to provide shares under various incentive plans. As at the end of day on 25 November 2014, DMGT had 363.9 million shares in issue, including 19.9 million Ordinary Shares, and a further 7.2 million 'A' Ordinary Shares held in Treasury and by the DMGT Employee Benefit Trust, following the cancellation of 22.7 million 'A' Ordinary Shares, that were previously held in Treasury, on 25 November 2014∞.
Dividend
The Board is recommending payment on DMGT's issued Ordinary Shares and 'A' Ordinary Shares of a final dividend of 14.2 pence per share for the year ended 30 September 2014 (2013 13.3 pence). This will make a total for the year of 20.4 pence (2013 19.2 pence per share). The final dividend will be paid on 6 February 2015 to shareholders on the register at the close of business on 5 December 2014.
Reconciliation: Adjusted results including and excluding discontinued operations
FY 2014 | FY 2013 | ||||||
£ million | Adjusted results including discontinued operations |
Discontinued operations | Adjusted results excluding discontinued operations | Adjusted results including discontinued operations |
Discontinued operations | Adjusted results excluding discontinued operations | |
Revenues | |||||||
Continuing operations | 1,811 | - | 1,811 | 1,674 | - | 1,674 | |
Discontinued operations | 53 | 53 | - | 127 | 127 | - | |
Total Revenue | 1,864 | 53 | 1,811 | 1,802 | 127 | 1,674 | |
Operating Profit | |||||||
Continuing operations | 296 | - | 296 | 280 | - | 280 | |
Discontinued operations | 15 | 15 | - | 19 | 19 | - | |
Total Operating Profit | 311 | 15 | 296 | 300 | 19 | 280 | |
Operating margin % | 17% | 27% | 16% | 17% | 15% | 17% |
Notes: Discontinued operations are dmg media's digital recruitment business, Evenbase, and, in FY 2013, Northcliffe Media.
Underlying analysis - Revenues
FY 2014 | FY 2013 | ||||||||||||||||
£ millions | % | Underlying | M&A | Other | Reported | Underlying | M&A | Exchange | Other | Reported | |||||||
B2B | |||||||||||||||||
RMS | +4% | 172 | - | - | 172 | 164 | - | (11) | - | 175 | |||||||
dmg information | +12% | 398 | 8 | - | 391 | 354 | 76 | (14) | - | 293 | |||||||
dmg events | +21% | 100 | - | - | 100 | 83 | 1 | (5) | - | 87 | |||||||
Euromoney | +3% | 397 | (9) | - | 407 | 385 | (5) | (15) | - | 405 | |||||||
+8% | 1,067 | (1) | - | 1,069 | 986 | 73 | (45) | - | 960 | ||||||||
Consumer | |||||||||||||||||
dmg media | +0% | 732 | (24) | (39) | 796 | 734 | (55) | - | (4) | 793 | |||||||
Northcliffe Media | - | - | - | - | - | (49) | - | - | 49 | ||||||||
+0% | 732 | (24) | (39) | 796 | 734 | (104) | - | (4) | 842 | ||||||||
DMGT Group | +5% | 1,800 | (25) | (39) | 1,864 | 1,720 | (31) | (45) | (4) | 1,802 | |||||||
Notes: M&A adjustments are for disposals, including dmg media's central and eastern European operations and digital recruitment businesses (OilCareers, Broadbean and Jobrapido), and acquisitions, including DIIG/SearchFlow, Infrastructure Journal and Xceligent. Acquisitions are excluded from Euromoney's underlying results whereas dmg information's underlying growth rate includes the year-on-year organic growth from acquired entities. 'Other' adjustments include the gross-up, equivalent to the cost of sales, on the low margin resale of newsprint activities as well as discontinued low margin contract printing and distribution activities.
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Underlying analysis - Adjusted operating profit*
FY 2014 | FY 2013 |
| ||||||||||||||||||||||||||
£ millions | % | Underlying | M&A | Other | Reported | Underlying | M&A | Exchange | Other | Reported |
| |||||||||||||||||
| ||||||||||||||||||||||||||||
B2B |
| |||||||||||||||||||||||||||
RMS | -12% | 45 | - | - | 45 | 52 | - | (5) | - | 57 |
| |||||||||||||||||
dmg information | +26% | 69 | 1 | - | 68 | 55 | (1) | (2) | - | 58 |
| |||||||||||||||||
dmg events | +29% | 27 | - | - | 27 | 21 | - | (2) | 2 | 21 |
| |||||||||||||||||
Euromoney | +4% | 113 | (3) | (2) | 117 | 109 | (1) | (5) | (4) | 119 |
| |||||||||||||||||
+8% | 255 | (2) | (2) | 258 | 237 | (2) | (14) | (2) | 255 |
| ||||||||||||||||||
Consumer |
| |||||||||||||||||||||||||||
dmg media | +28% | 96 | - | - | 95 | 75 | (6) | - | - | 80 |
| |||||||||||||||||
Northcliffe Media | - | - | - | - | - | (7) | - | - | 7 |
| ||||||||||||||||||
+28% | 96 | - | - | 95 | 75 | (13) | - | - | 88 |
| ||||||||||||||||||
| ||||||||||||||||||||||||||||
Corporate costs | +0% | (43) | - | - | (43) | (43) | - | - | - | (43) |
| |||||||||||||||||
Operating profit | +15% | 308 | (2) | (2) | 311 | 269 | (15) | (14) | (2) | 300 |
| |||||||||||||||||
| ||||||||||||||||||||||||||||
Notes: B2B and Consumer underlying figures are stated pre the allocation of Corporate costs. Including Corporate costs, the underlying growth rates for B2B and Consumer were +8% and +39% respectively. 'Other' includes adjustments for the timing of events and the acceleration of Euromoney's CAP costs.
Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.
Principal risks and uncertainties
Understanding the risks and, just as importantly, the opportunities that impact DMGT's businesses is vital. Effective risk and opportunity management saves time and money, and gives assurance to management, the DMGT executive team, Risk Committee and the Board.
The Group's risks are categorised as either strategic or operational. Strategic risks are linked to the Group's strategic priorities and impact the whole Group. Operational risks are those arising from the execution of the business functions and typically impact on one or more of the operating businesses.
Strategic Risks
Description | Impact and likelihood
| Strategic priority | Mitigation | Change in outlook |
Market disruption Caused by: · New technologies and products e.g. mobile, tablet, cloud and big data. · Globalisation of markets. · Freely available information and content. · Changing behaviours and demands of customers e.g. millennials, online adoption, digital vs. print, software vs. platform and social media usage. · Competitor innovation. | · Market disruption creates opportunities as well as threats. · As a risk, it affects many businesses in the Group, most notably the newspapers. · Results in falling revenue, margins, or the need for significant investment to innovate products in order to keep pace with changes in customer demand, competitors and changing behaviours. · As an opportunity, disruption enables us to move into new markets and geographies and develop new products and businesses. · The pace of change across all our markets has accelerated in recent years. DMGT businesses are likely to face disruption to their markets every year, however a major market disruption is only expected to occur every 5-10 years. | Using technology to enable growth
Fostering innovation to deliver organic growth | · The Group's diverse portfolio of businesses and products reduces the overall Group impact. · The Board regularly reviews the strategy against developments. · The Leadership Team monitors markets, the competitive landscape and technological developments. · The autonomous culture of the Group encourages an entrepreneurial approach to the development of organic growth opportunities and new products. |
Ü
This risk in our diversified Group has remained relatively stable during FY 2014. |
Management of portfolio and allocation of capital · Acquisitions fail to yield expected value. · Failure to identify trends in the market and identify appropriate acquisition targets at the right price. · Failure to identify or successfully develop organic growth opportunities, for example MailOnline. · Failure to dispose of non-core businesses at the right time. | · Underperformance of the Group and/or impairment losses. · Growth opportunities and potential synergies lost by failure to identify acquisition targets. · Diversion of management time from other operational matters to manage underperforming acquisitions. · The Group completes multiple small acquisitions every year, some may not perform as expected. Larger acquisitions are rarer. | Maintaining rigorous and active portfolio management
Driving international growth
| · Adherence to our investment criteria and approval by the Investment and Finance Committee. · Acquisitions in related markets with a high potential for growth. · Performance of detailed due diligence. · Retention of key employees in the acquired businesses. · Board level monitoring is performed post-acquisition. · Disposals overseen by the Board and the Strategy Development Director. |
Ü
The external environment and rate of acquisitions remains stable, as a result the risk is unchanged. |
New product launches and developments do not yield expected returns · The Group is constantly developing and launching innovative new products, services and events, including enhancements to existing offerings. · This is a key driver of growth for the Group. · The most significant in recent years has been the development of RMS(one). | · New products and services may not perform as expected resulting in revenue and operating profits that are below expectations as well as potential impairment losses. · With a high number of launches every year, it is likely that some will not perform as expected, however it is rare for a single product launch to represent a major investment. | Fostering innovation to deliver organic growth
| · Adherence to our investment criteria and approval by the Investment and Finance Committee. · Board or specific oversight committee monitoring for significant investments. · Product management workshop held in October 2014. |
Ý
The most significant product launch next year will be the staged incremental RMS(one) deliverables and, having experienced delays in FY 2014, the risk has increased. |
Securing and retaining the right people for senior and business critical roles · The inability to recruit and retain talented people could impact the Group's ability to maintain its performance and deliver growth. · Key skills affected by this risk are: - Leadership - Entrepreneurship; and - Technology and software development | · Securing and retaining the best people in key roles is one of the main drivers of business performance and growth. · The inability to find and recruit the best people therefore impacts DMGT's operating businesses. · When key staff leave or retire, knowledge, experience or competitive advantage may be lost if succession plans are inadequate. · At any one time the Group has unfilled vacancies for key roles, however only a small number of roles are deemed to be business critical. A significant impact from loss of key talent would therefore rarely occur. | Attracting and developing entrepreneurial talent | · Formal approach to talent management and succession management, coordinated centrally by DMGT. · Investment in DMGT Leadership Development Programme and related programmes. · Payment of competitive rewards. · Alignment of staff incentives and Group Strategy. · Staff performance and turnover monitoring. · Succession and retention planning. · Staff communication. |
Ý
The risk has increased in RMS as a result of the delay to RMS(one) but remains stable across the rest of the Group. |
Economic downturn · UK national newspaper advertising revenue is impacted by fluctuations in the wider economy. · Euromoney is affected by the investment banking sector, especially fixed income. · Property and financial markets in the UK and US are similarly affected. · Lack of growth in other key markets. | · A downturn in any of DMGT's key markets, including advertising, will impact revenue. · If cost savings cannot be made to offset falling revenue, profit will also fall. · The likelihood of future impact is dependent on external market and macroeconomic factors. | Fostering innovation to deliver organic growth
Driving international growth
| · Diversifying into business information and subscription revenue streams. · Investment in strong brands. · Cross geography and sector approach. |
Þ
The portfolio effect reduces the impact of individual markets, however recent growth in the US economy reduces the outlook for this risk. |
US dollar earnings · A significant portion of Group profits arise in US dollars. · The Group's functional currency is the British pound.
· The strength of the British pound compared to the US dollar directly impacts earnings reported in British pounds.
| · The British pound has strengthened against the dollar over FY 2014 but began to weaken towards the end of the year. · The impact in the future is dependent on global economic factors and the proportion of earnings arising in US dollars.
| Driving international growth
| · The Investment and Finance Committee approve Group Treasury Policies. · Debt is held in proportion to currency of earnings as far as possible. |
Ü
The mix of US dollar to British pound earnings is largely unchanged in FY 2014 hence the risk remains stable. |
Operational risks
Description | Impact and likelihood
| Divisions most affected | Mitigation | Change in outlook |
Failure or significant delay to a major change project · The Group undertakes change projects every year · The most significant current project is RMS(one). · The planned April 2014 launch of RMS(one) was delayed and will now be made available through staged incremental releases during FY 2015.
| · Increased costs, impairment losses and delayed or lower revenues can result from a failure of, or delay to, a major project. · This risk has been emphasised through the delay of RMS (one). · A further delay to RMS(one) could have a significant impact on DMGT's share price, increase the likelihood of further write offs, lower adoption rates and reduce future revenues.
| RMS | · Approval by the Investment and Finance Committee for significant projects. · Rigorous planning process. · Ongoing project management. · Monitoring by the local board. · Independent third party assessments and reporting to the local board for significant projects. · Significant projects are reviewed by the Risk Committee. |
Ý
RMS(one) remains the largest project currently underway. |
Information security breach or cyber attack · Loss of confidential, personal or payment card information. · Challenge to the integrity of a DMGT product. · Unavailability of online products. | · An information security breach would cause reputational damage, loss of customer confidence and is likely to result in loss of revenue. · Significant management time and cost would be needed to investigate and manage the incident. · The risk is relevant to all businesses in the Group, especially Hobsons, MailOnline, RMS and Euromoney. · Attacks on Group websites and networks are frequent though rarely successful. | All | · Group information security policy and detailed security standards. · Group policy on business continuity planning including IT system disaster recovery. · Oversight by the Risk Committee, CTO Council and Information Security Committee. · Regular reviews by Risk & Assurance. · Security is reviewed as part of every internal audit. |
Ü
The inherent risk is increasing, though this is reduced by improving security controls. As a result the net risk is considered unchanged from the prior year. |
Reliance on third parties -Key commercial relationships Key third parties include: · Data centre and cloud software and service providers. · IT development support and design of RMS (one). · Data providers. · Event venues. · Newsprint suppliers. · Newspaper distribution and wholesale.
| · An operational or financial failure of a key supplier could affect the ability of DMGT to deliver products, services or events with a direct impact on financial results and management time. · DMGT businesses are making greater use of third parties, especially for software development and cloud storage solutions, which results in an increasing exposure. · RMS is now increasingly reliant on key third parties for a significant portion of the RMS(one) project.
| RMS dmg media
| · Concentrations of risk are monitored at Group level. · Significant time dedicated to managing relationships. · Operational and financial due diligence is undertaken for key suppliers. · Where possible, long-term arrangements are agreed with suppliers to limit the potential for volatility. · Newsprint requirements are managed by a dedicated team.
|
Ý
Reliance on third parties for aspects of the RMS(one) project increases the risk in the short term. |
Data regulation · A number of DMGT businesses provide valuable proprietary information. · Increased regulation of information provision could impact existing DMGT products. · Complex data regulatory environment across multiple jurisdictions. · The new EU Data Privacy regulation is expected in FY 2015. | · A change in the regulatory environment which forces DMGT to make proprietary information publically available would have a significant impact on the business models and viability of some of our businesses. · Compliance with the requirements of the new Data Privacy regulations could result in increased costs. · Higher fines for data breach. | All
| · Managed by operating business management with oversight from the DMGT Risk Committee. · Legal, Risk and Compliance Conference held in June 2014 which focused on data risks.
|
Ý
The new EU Data Privacy Regulation and an increased level of focus on privacy and the digital society globally results in an increase in this risk. |
Pension scheme deficit · The UK newspaper business operates defined benefit pension schemes. · Deficits in the schemes are ultimately funded by the sponsoring company. · Pension Fund Trustees control the investment allocation.
| · Statutory earnings may be affected by funding requirements that result from pension deficits as a result of lower than expected investment returns or changes made to the risk profile of our investment portfolio. · Next Triennial valuation will be undertaken in 2016.
| DMGT | · The agreed funding plan gives certainty over the financial commitment for the next three years. · Triennial valuation completed in the year and new funding plan agreed.
|
Þ
The agreement of thethree-year funding plan reduces uncertainty in the short term. |
Statement of Directors' responsibilities
The Directors are responsible for preparing the full year financial report, in accordance with applicable law and regulations.
The Directors confirm that to the best of their knowledge:
a) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
b) the management report includes a fair review of the information required by the Financial Services Authority's Disclosure and Transparency Rules 4.2.7R and 4.2.8R.
By order of the Board of Directors
The Viscount Rothermere
Chairman
25 November 2014
Notes
* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For a reconciliation of Group profit to adjusted Group profit, see Note 11. These adjusted results, including revenue and operating profit, are for total operations, including those treated as discontinued, namely dmg media's digital recruitment business, Evenbase, and, in FY 2013, Northcliffe Media. These businesses contributed operating profit of £15 million (2013: £19 million) from revenues of £53 million (2013: £127 million) and are included in the adjusted results. A reconciliation of adjusted results including discontinued operations to adjusted results excluding discontinued operations is shown on page 25.
~ Percentages are calculated on actual numbers to one decimal place.
# Underlying revenue or profit* is revenue or profit on a like-for-like basis, adjusted for constant exchange rates, disposals, closures, non-annual events occurring in the current and prior year and acquisitions; see pages 26 and 27. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions and excludes ECCTIS, a Hobsons business, which was disposed of in January 2014. For dmg events, the comparisons are between events held in the year and the same events held the previous time other than ADIPEC, which became an annual event in November 2013 and which is compared to 50% of the revenues and profits of the biennial November 2012 event. For Euromoney, no adjustments are made for the timing of events but acquisitions are excluded completely and underlying profit excludes the benefit in both FY 2013 and FY 2014 of the historic acceleration of its CAP incentive plan charge. For dmg media, underlying comparisons exclude low margin contract printing revenue, which ceased last year, the central and eastern European businesses, which were disposed of last year, Villarenters, Metro Play, OilCareers, Broadbean and Jobrapido, which were disposed of this year, and distribution services, which ceased earlier this year. dmg media's underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities. The disposal of Jobsite, formerly part of dmg media's Evenbase portfolio, completed in October 2014 and the business is included in the underlying figures other than for dmg media's underlying advertising performance for the eight week period to 23 November 2014. Northcliffe Media is excluded from the DMGT Group underlying comparisons.
† Restated for the revision to International Accounting Standard 19 - Employee Benefits [IAS 19 (Revised)]. The revision has changed the methodology for calculating the financial element of the net charge or credit associated with DMGT's defined benefit pension schemes. As a result, pension finance income of £15 million previously recognised during FY 2013, has been restated as a pension finance charge of £13 million. The pension finance item is now excluded from adjusted earnings as the calculation under the new standard does not necessarily reflect the underlying economics associated with the relevant pension assets and liabilities. See Note 2.
∞ Following the cancellation of 22,716,762 'A' Ordinary Shares on 25 November 2014, there are now 5,000,000 'A' Ordinary Shares held in Treasury. There are also 2,195,904 'A' Ordinary Shares held by the DMGT Employee Benefit Trust. Including the shares held in Treasury and by the DMGT Employee Benefit Trust there are currently 351,249,795 'A' Ordinary Shares in issue. There are also 19,890,364 Ordinary Shares in issue, which are held by Rothermere Continuation Limited.
The average £: US$ exchange rate for the year was £1:$1.66 (2013 £1:$1.56). The rate at the year end was $1.62 (2013: $1.62).
All references to profit or margin in this management report are to adjusted profit or margin, except where reference is made to statutory profit.
For analyst and institutional enquiries: Stephen Daintith, Finance Director
Adam Webster, Head of Management Information and Investor Relations |
+442036152902
+442036152903 |
For media enquiries: Kim Fletcher/Charlie Potter, Brunswick Group |
+442074045959 |
A presentation of the Preliminary Results will be given to investors and analysts at 9.30am on 26 November 2014, at J.P. Morgan, 60 Victoria Embankment, London, EC4Y 0JP. There will also be a live webcast available on our website, http://www.dmgt.com.
Next trading update
The Group's next scheduled announcement of financial information is a trading update on 4 February 2015.
This Preliminary Full Year Results Report ('Report') 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 Report save as would arise under English law. Statements contained in this Report 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 Group'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 Report. The Groupundertakes 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 Report.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 DMGT share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT 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.
DMGT plc | |||
Consolidated Income Statement | |||
for the year ending 30 September 2014 |
Unaudited | Audited | ||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||
Restated (Note 2) | |||
Note | £m | £m | |
CONTINUING OPERATIONS | |||
Revenue | 4 | 1,811.2 | 1,674.2 |
Operating profit before exceptional operating costs, amortisation and impairment of goodwill and acquired intangible assets | 4 | 296.2 | 280.3 |
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | 4 | (71.9) | (31.3) |
Amortisation and impairment of goodwill and acquired intangible assets arising on business combinations | 4 | (40.3) | (35.5) |
Operating profit before share of results of joint ventures and associates | 4 | 184.0 | 213.5 |
Share of results of joint ventures and associates | 5 | 14.3 | 5.3 |
Total operating profit | 198.3 | 218.8 | |
Other gains and losses | 6 | 138.9 | 27.6 |
Profit before net finance costs and tax | 337.2 | 246.4 | |
Investment revenue | 7 | 10.1 | 3.1 |
Finance costs | 8 | (80.3) | (71.0) |
Net finance costs | (70.2) | (67.9) | |
Profit before tax | 267.0 | 178.5 | |
Tax | 9 | (18.3) | (34.2) |
Profit after tax from continuing operations | 248.7 | 144.3 | |
DISCONTINUED OPERATIONS | |||
Profit from discontinued operations | 21 | 34.3 | 43.7 |
PROFIT FOR THE YEAR | 283.0 | 188.0 | |
Attributable to: | |||
Owners of the Company | 262.9 | 164.6 | |
Non-controlling interests* | 20.1 | 23.4 | |
Profit for the year | 283.0 | 188.0 | |
Earnings per share | 12 | ||
From continuing operations | |||
Basic | 61.4p | 32.1p | |
Diluted | 60.2p | 31.2p | |
From discontinued operations | |||
Basic | 9.2p | 11.5p | |
Diluted | 9.1p | 11.3p | |
From continuing and discontinued operations | |||
Basic | 70.6p | 43.6p | |
Diluted | 69.3p | 42.5p | |
Adjusted earnings per share | |||
Basic | 55.7p | 49.9p | |
Diluted | 54.6p | 48.5p | |
*All attributable to continuing operations |
DMGT plc | ||
Consolidated Statement of Comprehensive Income | ||
for the year ending 30 September 2014 |
Unaudited | Audited | |
Year ending 30 September 2014 | Year ending 30 September 2013 | |
Restated (Note 2) | ||
£m | £m | |
Profit for the year | 283.0 | 188.0 |
Items that will not be reclassified to Consolidated Income Statement | ||
Actuarial (loss)/gain on defined benefit pension schemes | (49.9) | 94.3 |
Tax relating to items that will not be reclassified to Consolidated Income Statement | 9.9 | (30.8) |
Total items that will not be reclassified to Consolidated Income Statement | (40.0) | 63.5 |
Items that may be reclassified subsequently to Consolidated Income Statement | ||
Gains on hedges of net investments in foreign operations | 1.8 | 2.4 |
Cash flow hedges: | ||
Losses arising during the year | (1.6) | (3.4) |
Transfer of loss on cash flow hedges from translation reserve to Consolidated Income Statement | 1.2 | 2.2 |
Translation reserves recycled to Consolidated Income Statement on disposals | (1.9) | (2.5) |
Foreign exchange differences on translation of foreign operations | 12.4 | (4.4) |
Total items that may be reclassified subsequently to Consolidated Income Statement | 11.9 | (5.7) |
Other comprehensive (expense)/income for the year | (28.1) | 57.8 |
Total comprehensive income for the year | 254.9 | 245.8 |
Attributable to: | ||
Owners of the Company | 237.8 | 223.3 |
Non-controlling interests | 17.1 | 22.5 |
254.9 | 245.8 |
DMGT plc | |||||||||
Consolidated Statement of Changes in Equity | |||||||||
for the year ending 30 September 2014 |
Called-up share capital | Share premium account | Capital redemption reserve | Own shares | Translation reserve | Retained earnings | Total | Non-controlling interests | Total equity | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | |
At 30 September 2012 | 49.1 | 13.5 | 1.1 | (43.8) | (32.6) | 169.1 | 156.4 | 95.3 | 251.7 |
Profit for the year | - | - | - | - | - | 164.6 | 164.6 | 23.4 | 188.0 |
Other comprehensive income for the year (Restated note 2) | - | - | - | - | (4.4) | 63.1 | 58.7 | (0.9) | 57.8 |
Total comprehensive income for the year (Restated note 2) | - | - | - | - | (4.4) | 227.7 | 223.3 | 22.5 | 245.8 |
Issue of share capital | 0.1 | 2.8 | - | - | - | - | 2.9 | 2.3 | 5.2 |
Expenses incurred in relation to scheme of arrangement | - | - | - | - | - | (1.5) | (1.5) | - | (1.5) |
Dividends | - | - | - | - | - | (69.6) | (69.6) | (9.1) | (78.7) |
Own shares acquired in the year | - | - | - | (94.6) | - | - | (94.6) | - | (94.6) |
Own shares released on vesting of share options | - | - | - | 21.8 | - | - | 21.8 | - | 21.8 |
Other transactions with non-controlling interests | - | - | - | - | - | - | - | 1.4 | 1.4 |
Adjustment to equity following increased stake in controlled entity | - | - | - | - | - | (16.1) | (16.1) | 0.6 | (15.5) |
Adjustment to equity following decreased stake in controlled entity | - | - | - | - | - | (0.7) | (0.7) | 0.7 | - |
Credit to equity for share-based payments | - | - | - | - | - | 12.5 | 12.5 | 0.3 | 12.8 |
Settlement of exercised share options of subsidiaries | - | - | - | - | - | (11.0) | (11.0) | - | (11.0) |
Initial recording of put options granted to non-controlling interests in subsidiaries | - | - | - | - | - | (3.0) | (3.0) | (1.3) | (4.3) |
Corporation tax on share-based payments | - | - | - | - | - | 1.4 | 1.4 | 0.7 | 2.1 |
Deferred tax on other items recognised in equity (Restated note 2) | - | - | - | - | - | 1.3 | 1.3 | 0.2 | 1.5 |
At 30 September 2013 | 49.2 | 16.3 | 1.1 | (116.6) | (37.0) | 310.1 | 223.1 | 113.6 | 336.7 |
Profit for the year | - | - | - | - | - | 262.9 | 262.9 | 20.1 | 283.0 |
Other comprehensive income for the year | - | - | - | - | 14.3 | (39.4) | (25.1) | (3.0) | (28.1) |
Total comprehensive income for the year | - | - | - | - | 14.3 | 223.5 | 237.8 | 17.1 | 254.9 |
Issue of share capital | - | 1.5 | - | - | - | - | 1.5 | 0.8 | 2.3 |
Expenses incurred in relation to scheme of arrangement | - | - | - | - | - | 0.2 | 0.2 | - | 0.2 |
Dividends | - | - | - | - | - | (72.8) | (72.8) | (9.7) | (82.5) |
Own shares acquired in the year | - | - | - | (105.9) | - | - | (105.9) | (6.9) | (112.8) |
Financial liability for closed period purchases | - | - | - | (20.0) | - | - | (20.0) | - | (20.0) |
Own shares released on vesting of share options | - | - | - | 23.4 | - | - | 23.4 | - | 23.4 |
Exercise of acquisition put option commitments | - | - | - | - | - | 0.1 | 0.1 | (0.1) | - |
Other transactions with non-controlling interests | - | - | - | - | - | - | - | 0.2 | 0.2 |
Adjustment to equity following increased stake in controlled entity | - | - | - | - | - | 2.3 | 2.3 | (2.3) | - |
Adjustment to equity following decreased stake in controlled entity | - | - | - | - | - | (2.9) | (2.9) | 2.9 | - |
Credit to equity for share-based payments | - | - | - | - | - | 9.6 | 9.6 | 0.7 | 10.3 |
Settlement of exercised share options of subsidiaries | - | - | - | - | - | (5.7) | (5.7) | - | (5.7) |
Initial recording of put options granted to non-controlling interests in subsidiaries | - | - | - | - | - | (19.6) | (19.6) | - | (19.6) |
Non controlling interest recognised on acquisition | - | - | - | - | - | - | - | 0.9 | 0.9 |
Corporation tax on share-based payments | - | - | - | - | - | 1.8 | 1.8 | 0.9 | 2.7 |
Deferred tax on other items recognised in equity | - | - | - | - | - | (0.1) | (0.1) | (0.3) | (0.4) |
At 30 September 2014 unaudited | 49.2 | 17.8 | 1.1 | (219.1) | (22.7) | 446.5 | 272.8 | 117.8 | 390.6 |
DMGT plc | |||||
Consolidated Statement of Financial Position | |||||
At 30 September 2014 |
Unaudited | Audited | Audited | |||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||
Note | £m | £m | £m | ||
ASSETS | |||||
Non-current assets | |||||
Goodwill | 764.6 | 731.5 | 687.1 | ||
Other intangible assets | 360.7 | 325.3 | 281.4 | ||
Property, plant and equipment | 13 | 197.7 | 208.6 | 238.1 | |
Investment property | 14 | 4.3 | 5.4 | 6.8 | |
Investments in joint ventures | 0.5 | 134.9 | 137.3 | ||
Investments in associates | 138.6 | 50.7 | 11.5 | ||
Available-for-sale investments | 6.8 | 2.7 | 1.5 | ||
Trade and other receivables | 6.8 | 11.2 | 14.6 | ||
Derivative financial assets | 18 | 20.0 | 21.2 | 24.6 | |
Retirement benefit assets | 24 | 6.4 | - | - | |
Deferred tax assets | 180.4 | 170.9 | 204.7 | ||
1,686.8 | 1,662.4 | 1,607.6 | |||
Current assets | |||||
Inventories | 23.9 | 25.2 | 28.3 | ||
Trade and other receivables | 289.0 | 302.8 | 328.7 | ||
Current tax receivable | 9.4 | 9.5 | 3.6 | ||
Derivative financial assets | 18 | 2.9 | 18.9 | 8.9 | |
Cash and cash equivalents | 28.5 | 87.9 | 104.7 | ||
Total assets of businesses held-for-sale | 22 | 75.5 | 9.1 | 71.7 | |
429.2 | 453.4 | 545.9 | |||
Total assets | 2,116.0 | 2,115.8 | 2,153.5 | ||
LIABILITIES | |||||
Current liabilities | |||||
Trade and other payables | (659.5) | (711.9) | (656.8) | ||
Current tax payable | (12.4) | (17.2) | (20.8) | ||
Acquisition put option commitments | 18 | (2.1) | (0.8) | (4.5) | |
Borrowings | 16 | (156.3) | (2.0) | (49.9) | |
Derivative financial liabilities | 18 | (4.1) | (0.9) | (14.1) | |
Provisions | (82.5) | (55.3) | (34.2) | ||
Total liabilities of businesses held-for-sale | 22 | (23.4) | (4.2) | (33.6) | |
(940.3) | (792.3) | (813.9) | |||
Non-current liabilities | |||||
Trade and other payables | (1.9) | (4.1) | (8.1) | ||
Acquisition put option commitments | 18 | (32.2) | (15.0) | (4.1) | |
Borrowings | 16 | (475.7) | (674.3) | (678.1) | |
Derivative financial liabilities | 18 | (13.9) | (23.9) | (34.9) | |
Retirement benefit obligations | 24 | (218.2) | (207.7) | (324.4) | |
Provisions | (22.0) | (40.0) | (14.4) | ||
Deferred tax liabilities | (21.2) | (21.8) | (23.9) | ||
(785.1) | (986.8) | (1,087.9) | |||
Total liabilities | (1,725.4) | (1,779.1) | (1,901.8) | ||
Net assets | 390.6 | 336.7 | 251.7 |
DMGT plc | |||||
Consolidated Statement of Financial Position (continued) | |||||
At 30 September 2014 |
Unaudited | Audited | Audited | |||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||
Note | £m | £m | £m | ||
SHAREHOLDERS' EQUITY | |||||
Called-up share capital | 23 | 49.2 | 49.2 | 49.1 | |
Share premium account | 17.8 | 16.3 | 13.5 | ||
Share capital | 67.0 | 65.5 | 62.6 | ||
Capital redemption reserve | 1.1 | 1.1 | 1.1 | ||
Own shares | (219.1) | (116.6) | (43.8) | ||
Translation reserve | (22.7) | (37.0) | (32.6) | ||
Retained earnings | 446.5 | 310.1 | 169.1 | ||
Equity attributable to owners of the Company | 272.8 | 223.1 | 156.4 | ||
Non-controlling interests | 117.8 | 113.6 | 95.3 | ||
390.6 | 336.7 | 251.7 | |||
Approved by the Board on 25 November 2014. |
DMGT plc | |||
Consolidated Cash Flow Statement | |||
for the year ending 30 September 2014 |
Unaudited | Audited | ||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||
Note | £m | £m | |
Operating profit before share of results of joint ventures and associates - continuing operations | 4 | 184.0 | 213.5 |
Operating (loss)/profit before share of results of joint ventures and associates - discontinued operations | 21 | (2.2) | 7.0 |
Adjustments for: | |||
Share-based payments | 10.3 | 13.3 | |
Negative goodwill | - | (4.4) | |
Loss on disposal of fixed assets | 5.3 | 1.0 | |
Pension curtailment | - | (3.8) | |
Pension charge less than cash contributions | (0.9) | (0.4) | |
Depreciation of property, plant and equipment and investment property | 4 | 34.8 | 49.4 |
Impairment of property, plant and equipment and investment property | 0.6 | 1.5 | |
Impairment of goodwill and intangible assets | 4 | 64.7 | 8.3 |
Amortisation of intangible assets not arising on business combinations | 4 | 14.3 | 16.9 |
Amortisation of intangible assets arising on business combinations | 4 | 38.1 | 34.2 |
Operating cash flows before movements in working capital | 349.0 | 336.5 | |
Decrease in inventories | 1.1 | 3.1 | |
(Increase)/decrease in trade and other receivables | (3.2) | 36.3 | |
(Decrease)/increase in trade and other payables | (48.2) | 31.0 | |
(Decrease)/increase in provisions | (6.3) | 8.7 | |
Additional payments into pension schemes | (49.9) | (31.1) | |
Cash generated by operations | 242.5 | 384.5 | |
Taxation paid | (27.3) | (38.0) | |
Taxation received | 3.2 | 0.7 | |
Net cash from operating activities | 218.4 | 347.2 | |
Investing activities | |||
Interest received | 2.3 | 2.2 | |
Dividends received from joint ventures and associates | 25.2 | 5.6 | |
Dividends received from available-for-sale investments | 9.4 | 1.8 | |
Purchase of property, plant and equipment | 13 | (29.4) | (27.7) |
Expenditure on internally generated intangible fixed assets | (71.8) | (66.7) | |
Expenditure on other intangible assets | (4.6) | - | |
Purchase of available-for-sale investments | (4.1) | (2.1) | |
Proceeds on disposal of property, plant and equipment | 13 | 12.5 | 6.3 |
Proceeds on disposal of available-for-sale investments | - | 0.7 | |
Purchase of subsidiaries | 19 | (146.8) | (64.9) |
Proceeds from disposal of non-controlling interest | 0.2 | - | |
Treasury derivative activities | 15.0 | (28.7) | |
Investment in joint ventures and associates | (20.5) | (4.9) | |
Loans advanced to joint ventures and associates | (1.6) | (5.7) | |
Loans to joint ventures and associates repaid | 0.1 | - | |
Proceeds on disposal of businesses | 20 | 62.3 | 96.4 |
Proceeds on disposal of joint ventures and associates | 177.8 | - | |
Net cash generated by/(used in) investing activities | 26.0 | (87.7) |
DMGT plc | |||
Consolidated Cash Flow Statement (continued) | |||
for the year ending 30 September 2014 |
Unaudited | Audited | ||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||
Note | £m | £m | |
Financing activities | |||
Purchase of additional interests in controlled entities | 19 | (0.4) | (15.8) |
Equity dividends paid | 10 | (72.8) | (69.6) |
Dividends paid to non-controlling interests | (9.7) | (9.1) | |
Issue of share capital | 1.5 | 2.9 | |
Issue of shares by Group companies to non-controlling interests | 0.8 | 2.3 | |
Purchase of own shares | (91.3) | (94.6) | |
Purchase of own shares in Euromoney | (21.5) | - | |
Net receipt on exercise/settlement of subsidiary share options | 17.7 | 10.9 | |
Interest paid | (55.5) | (57.5) | |
Premium on redemption of bonds | (24.4) | - | |
Bonds redeemed | (106.7) | (46.4) | |
Loan notes repaid | (1.7) | (0.6) | |
Increase in bank borrowings | 61.3 | - | |
Net cash used in financing activities | (302.7) | (277.5) | |
Net decrease in cash and cash equivalents | (58.3) | (18.0) | |
Cash and cash equivalents at beginning of year | 88.5 | 107.3 | |
Exchange loss on cash and cash equivalents | (1.2) | (0.8) | |
Net cash and cash equivalents at end of year | 29.0 | 88.5 |
DMGT plc | ||||||||
NOTES |
1 | BASIS OF PREPARATION | ||||
While the financial information contained in this unaudited 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, this announcement does not itself contain sufficient information to comply with IFRS.
| |||||
This financial information has been prepared for the year ended 30 September 2014 (2013 year ended 30 September 2013).
| |||||
Other than the Daily Mail, The Mail on Sunday, Metro and Wowcher businesses, the Group prepares accounts for a year ending on 30 September. The Daily Mail, The Mail on Sunday, Metro and Wowcher businesses prepare financial statements for a 52 or 53 week financial period ending on a Sunday near to the end of September and do not prepare additional financial statements corresponding to the Group's financial year for consolidation purposes as it would be impracticable to do so. The Group considers whether there have been any significant transactions or events between the end of the financial year of these businesses and the end of the Group's financial year and makes any material adjustments as appropriate.
| |||||
The information for the year ended 30 September 2014 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 2013 has been delivered to the Registrar of Companies. The auditor's 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 audit of the statutory accounts for the year ended 30 September 2014 is not yet complete. These accounts will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting.
| |||||
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Management Report. The company has long term financing in the form of Eurobonds and meets its day-to-day working capital requirements through bank facilities which expire in March 2019. Current economic conditions create uncertainty particularly over the future performance of those parts of the business that derive a significant proportion of revenue from advertising. The Board's forecasts and projections, after taking account of reasonably possible changes in trading performance, show that the company is expected to operate within the terms of its current facilities. After making enquiries, the Directors have a reasonable expectation that the Group will have access to adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| |||||
This financial information has been prepared in accordance with the accounting policies set out in the 2013 Annual Report and Accounts, with the exception of the change in accounting policy and as amended by the new accounting standards which are set out below.
| |||||
The Group's financial statements incorporate the financial statements of the Company and all of its subsidiaries together with the Group's share of all of its interests in joint ventures and associates. The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments. |
DMGT plc | ||||||||
NOTES |
2 | SIGNIFICANT ACCOUNTING POLICIES | |
The principal accounting policies used in preparing this information are set out below.
| ||
The following new and amended IFRSs have been adopted during the year : | ||
IFRS 10 Consolidated financial statements IFRS 11 Joint arrangements IFRS 12 Disclosure of interests in other entities IFRS 13 Fair value measurement IAS 27 (Revised) Separate financial statements IAS 28 (Revised) Investments in associates and joint ventures and improvements to IFRS 2009-2011 cycle Amendments to IFRS 7 and IAS 32 Amendments to IAS 36 Recoverable amount disclosures for non-financial assets Amendments to IAS 39 Novation of derivatives and continuation of hedge accounting Investment entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
| ||
The above standards and amendments to existing standards have not had any significant impact on the Group's financial statements.
| ||
IAS 19 (Revised), Employee Benefits IAS 19 (Revised) impacted the measurement of various components in the defined benefit pension obligation and associated disclosures, but not the Group's total obligation. The standard replaces the finance cost on the defined benefit obligation and the expected return on plan assets with a net finance charge or income, based on the defined benefit liability or asset and the discount rate, measured at the start of the period. This has increased the finance charge in the Consolidated Income Statement with an equal and offsetting movement in actuarial gains and losses in the Consolidated Statement of Comprehensive Income.
| ||
This change in accounting treatment has been reflected in the Group's Consolidated Financial Statements retrospectively and the impact on the Consolidated Income Statement and Consolidated Statement of Other Comprehensive Income for the year ending 30 September 2013 and 30 September 2012 is as follows : |
Year ending 30 September 2013 | Year ending 30 September 2012 | |||||||
£m | £m | |||||||
Impact on Consolidated Income Statement | ||||||||
Increase in net finance charges | (27.8) | (23.5) | ||||||
Reduction in profit after tax | (24.6) | (19.2) | ||||||
Reduction in adjusted profit after tax | (11.9) | (7.6) | ||||||
Reduction in earnings per share from continuing operations | ||||||||
Basic | (6.5) | (5.0) | ||||||
Diluted | (6.4) | (4.9) | ||||||
Adjusted | (3.1) | (2.0) | ||||||
Impact on Consolidated Statement of Comprehensive Income | ||||||||
Increase in actuarial valuation | 27.8 | 23.5 | ||||||
Increase in tax relating to items that will not be reclassified to Consolidated Income Statement | (3.2) | (4.3) |
The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for our accounting periods beginning on or after 1 October 2014. These new pronouncements are listed below:
Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations (effective 1 January 2016)* Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation (effective 1 January 2016)* IFRS 15 Revenue from Contracts with Customers (effective 1 January 2017)* IFRS 9 Financial Instruments (effective 1 January 2018)*
* Not yet endorsed for use in the EU.
The Directors are currently evaluating the impact of the adoption of these standards, amendments and interpretations in future periods. |
DMGT plc | ||||||||
NOTES |
3 | Critical accounting judgements and key sources of estimation uncertainty | |||||||
In addition to the judgement taken by management in selecting and applying the accounting policies set out above, management has made the following judgements concerning the amounts recognised in the consolidated financial statements:
| ||||||||
Forecasting | ||||||||
The Group prepares medium-term forecasts based on Board approved budgets and three year outlooks. These are used to support judgements made in the preparation of the Group's financial statements including the recognition of deferred tax assets in different jurisdictions, the Group's going concern assessment and for the purposes of impairment reviews. Longer-term forecasts use long-term growth rates applicable to the relevant businesses.
| ||||||||
Impairment of goodwill and intangible assets | ||||||||
Determining whether goodwill and intangible assets are impaired or whether a reversal of an impairment of intangible assets should be recorded requires an estimation of the value in use of the relevant cash generating units. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash generating unit and compare the net present value of these cash flows using a suitable discount rate to determine if any impairment has occurred. A key area of judgement is deciding the long-term growth rate of the applicable businesses and the discount rate applied to those cash flows. The carrying amount of goodwill and intangible assets at the period end date was £1,125.3 million (2013 £1,056.8 million, 2012 £968.5 million) after a net impairment charge of £64.7 million (2013 £8.3 million, 2012 charge of £19.4 million) was recognised during the year.
| ||||||||
Acquisitions and intangible assets | ||||||||
The Group's accounting policy on the acquisition of subsidiaries is to allocate purchase consideration to the fair value of identifiable assets, liabilities and contingent liabilities acquired with any excess consideration representing goodwill. Determining the fair value of assets, liabilities and contingent liabilities acquired requires significant estimates and assumptions, including assumptions with respect to cash flows and unprovided liabilities and commitments, including in respect to tax, are often used. The Group recognises intangible assets acquired as part of a business combination at fair values at the date of the acquisition. The determination of these fair values is based upon management's judgement and includes assumptions on the timing and amount of future cash flows generated by the assets and the selection of an appropriate discount rate. Additionally, management must estimate the expected useful economic lives of intangible assets and charge amortisation on these assets accordingly.
| ||||||||
Contingent consideration payable | ||||||||
Estimates are required in respect of the amount of contingent consideration payable on acquisitions, which is determined according to formulae agreed at the time of the business combination, and normally related to the future earnings of the acquired business. The Directors review the amount of contingent consideration likely to become payable at each period end date, the major assumption being the level of future profits of the acquired business. The Group has made a provision for outstanding contingent consideration payable amounting to £20.2 million (2013 £26.2 million, 2012 £6.6 million).
| ||||||||
Contingent consideration payable is discounted to its fair value in accordance with applicable International Financial Reporting Standards. For acquisitions completed prior to 4 October 2009, the difference between the fair value of these liabilities and the actual amounts payable is charged to the Consolidated Income Statement as notional finance costs with remeasurement of the liability being recorded against goodwill. For acquisitions completed since 4 October 2009, movements in the fair value of these liabilities are recorded in the Consolidated Income Statement in Financing.
| ||||||||
Contingent consideration receivable | ||||||||
Estimates are required in respect of the amount of contingent consideration receivable on disposals, which is determined according to formulae agreed at the time of the disposal and is normally related to the future earnings of the disposed business. The Directors review the amount of contingent consideration likely to be receivable at each period end date, the major assumption being the level of future profits of the disposed business. The Group has outstanding contingent consideration receivable amounting to £2.7 million (2013 £5.4 million, 2012 £1.2 million). During the year the Group received £0.3 million of previously unrecognised contingent consideration.
| ||||||||
Contingent consideration receivable is discounted to its fair value in accordance with applicable International Financial Reporting Standards. |
DMGT plc | ||||||||
NOTES |
Adjusted profit | ||||||||
The Group presents adjusted earnings by making adjustments for costs and profits which management believes to be exceptional in nature by virtue of their size or incidence or have a distortive effect on current year earnings. Such items would include costs associated with business combinations, one-off gains and losses on disposal of businesses, properties, finance costs and similar items of a non-recurring nature together with reorganisation costs and similar charges, tax and by adding back impairment of goodwill and amortisation and impairment of intangible assets arising on business combinations. See note 11 for a reconciliation of profit before tax to adjusted profit.
| ||||||||
Share-based payments | ||||||||
The Group makes share-based payments to certain employees. These payments are measured at their estimated fair value at the date of grant, calculated using an appropriate option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of the number of shares that will eventually vest. The key assumptions used in calculating the fair value of the options are the discount rate, the Group's share price volatility, dividend yield, risk free rate of return, and expected option lives. Management regularly performs a true-up of the estimate of the number of shares that are expected to vest; this is dependent on the anticipated number of leavers.
| ||||||||
Taxation | ||||||||
Being a multinational Group with tax affairs in many geographic locations inherently leads to a highly complex tax structure which makes the degree of estimation and judgement more challenging. The resolution of issues is not always within the control of the Group and is often dependent on the efficiency of legal processes. Such issues can take several years to resolve. The Group accounts for unresolved issues based on its best estimate of the final outcome, however, the inherent uncertainty regarding these items means that the eventual resolution could differ significantly from the accounting estimates and, therefore, impact the Group's results and future cash flows. As described above, the Group makes estimates regarding the recoverability of deferred tax assets relating to losses based on forecasts of future taxable profits which are, by their nature, uncertain.
| ||||||||
Retirement benefit obligations | ||||||||
The cost of defined benefit pension plans is determined using actuarial valuations prepared by the Group's actuaries. This involves making certain assumptions concerning discount rates, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. The assumptions and the resulting estimates are reviewed annually and, when appropriate, changes are made which affect the actuarial valuations and, hence, the amount of retirement benefit expense recognised in the Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Consolidated Statement of Changes in Equity. The carrying amount of the retirement benefit obligation at 30 September 2014 was a deficit of £211.8 million (2013 £207.7 million, 2012 £324.4 million). | ||||||||
DMGT plc | ||||||||
NOTES | ||||||||
4 | SEGMENT ANALYSIS |
Following disposal of regional newspaper assets the Group's business activities are split into five operating divisions: RMS, dmg information (previously known as business information), dmg events (previously known as events), Euromoney and dmg media (previously known as national and local media). The dmg media division includes all of the Group's newspaper assets - both print and online and all comparative data relating to national and local media have been aggregated into this heading. These divisions are the basis on which information is reported to the Group's Chief Operating Decision Maker, which has been determined to be the Group Board. The segment result is the measure used for the purposes of resource allocation and assessment and represents profit earned by each segment, including share of results from joint ventures and associates but before exceptional operating costs, amortisation and impairment charges, other gains and losses, net finance costs and taxation.
| |
Details of the types of products and services from which each segment derives its revenues are included within the business review of the Management Report.
| |
The accounting policies applied in preparing the management information for each of the reportable segments are the same as the Group's accounting policies described in note 2.
| |
Inter-segment sales are charged at prevailing market prices. |
Unaudited year ending 30 September 2014 | External revenue | Inter-segment revenue | Total revenue | Segment result | Less operating profit/(loss) of joint ventures and associates | Operating profit before exceptional operating costs, amortisation and impairment of goodwill and acquired intangible assets | |||
£m | £m | £m | £m | £m | £m | ||||
RMS | 171.7 | 1.1 | 172.8 | 45.1 | (0.3) | 45.4 | |||
dmg information | 390.8 | - | 390.8 | 68.3 | 0.4 | 67.9 | |||
dmg events | 99.8 | - | 99.8 | 27.3 | - | 27.3 | |||
Euromoney | 406.5 | 0.1 | 406.6 | 117.7 | 0.3 | 117.4 | |||
dmg media | 795.6 | 0.3 | 795.9 | 126.1 | 30.8 | 95.3 | |||
1,864.4 | 1.5 | 1,865.9 | 384.5 | 31.2 | 353.3 | ||||
Corporate costs | (42.6) | ||||||||
Discontinued operations | 21 | (53.2) | (14.5) | ||||||
1,811.2 | |||||||||
Operating profit before exceptional operating costs, amortisation and impairment of goodwill and acquired intangible assets | 296.2 | ||||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | (71.9) | ||||||||
Impairment of goodwill and intangible assets | (3.6) | ||||||||
Amortisation of acquired intangible assets arising on business combinations | (36.7) | ||||||||
Operating profit before share of results of joint ventures and associates | 184.0 | ||||||||
Share of results of joint ventures and associates | 5 | 14.3 | |||||||
Total operating profit | 198.3 | ||||||||
Other gains and losses | 6 | 138.9 | |||||||
Profit before net finance costs and tax | 337.2 | ||||||||
Investment revenue | 7 | 10.1 | |||||||
Finance costs | 8 | (80.3) | |||||||
Profit before tax | 267.0 | ||||||||
Tax | 9 | (18.3) | |||||||
Profit from discontinued operations | 21 | 34.3 | |||||||
Profit for the year | 283.0 |
Operating profit before exceptional operating costs and amortisation and impairment of goodwill and intangible assets within the dmg media segment comprised £113.0 million from newspapers, a loss of £4.0 million from digital assets and unallocated divisional central costs of £13.7 million.
| |
Operating profit before exceptional operating costs and amortisation and impairment of goodwill and intangible assets within the dmg media segment included £nil from operations in central Europe.
| |
Included within corporate costs is a credit of £0.9 million which adjusts the pensions charge recorded in each operating segment from a cash rate to the net service cost in accordance with IAS 19 (Revised), Employee Benefits. |
DMGT plc | ||||||||
NOTES | ||||||||
4 | SEGMENT ANALYSIS CONTINUED |
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and exceptional depreciation of property, plant and equipment by segment is as follows: |
Unaudited year ending 30 September 2014 | Amortisation of intangible assets not arising on business combinations | Amortisation of intangible assets arising on business combinations | Impairment of goodwill and intangible assets | Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | |||||
Note | £m | £m | £m | £m | |||||
RMS | (1.7) | - | - | (48.6) | |||||
dmg information | (6.6) | (15.8) | - | (0.7) | |||||
dmg events | - | (3.2) | - | - | |||||
Euromoney | (2.0) | (17.6) | - | (3.8) | |||||
dmg media | (4.0) | (1.5) | (18.8) | (19.8) | |||||
(14.3) | (38.1) | (18.8) | (72.9) | ||||||
Corporate costs | - | - | - | 0.9 | |||||
(14.3) | (38.1) | (18.8) | (72.0) | ||||||
Relating to discontinued operations | 21 | 0.5 | 1.4 | 15.2 | 0.1 | ||||
Continuing operations | (13.8) | (36.7) | (3.6) | (71.9) |
Exceptional operating costs in RMS comprise £4.0 million redundancy costs together with impairment charges of £44.6 million relating to the internally generated intangible asset RMS(one).
In the dmg information segment exceptional operating costs of £0.7 million relate to contingent consideration required to be treated as remuneration.
In Euromoney exceptional operating costs comprised acquisition related costs of £0.9 million, reorganisation costs of £1.3 million and £1.6 million in relation to property move costs.
In the dmg media segment exceptional costs include reorganisation and restructuring charges of £20.5 million, including consultancy charges of £4.9 million, following a delayering project together with a write back of £2.0 million relating to contingent consideration required to be treated as remuneration have been treated as exceptional together with £1.3 million relating to impairment charges of internally generated intangible assets.
The Group's tax charge includes a related credit of £23.6 million in relation to these items.
| |
An analysis of the depreciation of property, plant and equipment, research costs, investment revenue, and finance costs by segment is as follows: |
Unaudited year ending 30 September 2014 | Depreciation of property, plant and equipment | Research costs | Investment revenue | Finance costs | |||||
Note 7 | Note 8 | ||||||||
Note | £m | £m | £m | £m | |||||
RMS | (5.5) | (45.0) | 0.1 | - | |||||
dmg information | (8.0) | (3.3) | 0.2 | 1.1 | |||||
dmg events | (0.5) | (0.4) | 0.1 | - | |||||
Euromoney | (2.9) | (9.8) | 0.2 | (1.0) | |||||
dmg media | (17.6) | (2.0) | - | (1.4) | |||||
(34.5) | (60.5) | 0.6 | (1.3) | ||||||
Corporate costs | (0.3) | - | 9.5 | (79.0) | |||||
(34.8) | (60.5) | 10.1 | (80.3) | ||||||
Relating to discontinued operations | 21 | 0.7 | - | - | - | ||||
Continuing operations | (34.1) | (60.5) | 10.1 | (80.3) |
DMGT plc | ||||||||
NOTES | ||||||||
4 | SEGMENT ANALYSIS CONTINUED |
Audited year ending 30 September 2013 | External revenue | Inter-segment revenue | Total revenue | Segment result | Less operating profit/(loss) of joint ventures and associates | Operating profit before exceptional operating costs, amortisation and impairment of goodwill and acquired intangible assets | |||
Restated (Note 2) | |||||||||
Note | £m | £m | £m | £m | £m | £m | |||
RMS | 175.4 | 1.1 | 176.5 | 56.5 | (0.2) | 56.7 | |||
dmg information | 292.5 | 0.1 | 292.6 | 54.6 | (3.2) | 57.8 | |||
dmg events | 87.0 | - | 87.0 | 21.3 | - | 21.3 | |||
Euromoney | 404.7 | - | 404.7 | 119.4 | 0.4 | 119.0 | |||
dmg media | 841.9 | 9.0 | 850.9 | 112.3 | 24.8 | 87.5 | |||
1,801.5 | 10.2 | 1,811.7 | 364.1 | 21.8 | 342.3 | ||||
Corporate costs | (42.6) | ||||||||
Discontinued operations | 21 | (127.3) | (19.4) | ||||||
1,674.2 | |||||||||
Operating profit before exceptional operating costs, amortisation and impairment of goodwill and acquired intangible assets | 280.3 | ||||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | (31.3) | ||||||||
Impairment of goodwill and intangible assets | (4.4) | ||||||||
Amortisation of acquired intangible assets arising on business combinations | (31.1) | ||||||||
Operating profit before share of results of joint ventures and associates | 213.5 | ||||||||
Share of results of joint ventures and associates | 5 | 5.3 | |||||||
Total operating profit | 218.8 | ||||||||
Other gains and losses | 6 | 27.6 | |||||||
Profit before net finance costs and tax | 246.4 | ||||||||
Investment revenue | 7 | 3.1 | |||||||
Finance costs | 8 | (71.0) | |||||||
Profit before tax | 178.5 | ||||||||
Tax | 9 | (34.2) | |||||||
Profit from discontinued operations | 21 | 43.7 | |||||||
Profit for the year | 188.0 |
Operating profit before exceptional operating costs and amortisation and impairment of goodwill and intangible assets within the dmg media segment comprised £111.7 million from newspapers, a loss of £12.0 million from digital together with unallocated divisional central costs of £19.4 million together with £7.2 million relating to the operations of Northcliffe Media which were sold in November 2012.
| |
Operating profit before exceptional operating costs and amortisation and impairment of goodwill and intangible assets within the dmg media segment included £1.2 million from operations in central Europe.
| |
Included within corporate costs is a credit of £0.4 million which adjusts the pensions charge recorded in each operating segment from a cash rate to the net service cost in accordance with IAS 19 (Revised), Employee Benefits. |
DMGT plc | ||||||||
NOTES | ||||||||
4 | SEGMENT ANALYSIS CONTINUED |
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and exceptional depreciation of property, plant and equipment by segment is as follows: |
Audited year ending 30 September 2013 | Amortisation of intangible assets not arising on business combinations | Amortisation of intangible assets arising on business combinations | Impairment of goodwill and intangible assets | Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property | Exceptional depreciation of property, plant and equipment | ||||
Note | £m | £m | £m | £m | £m | ||||
RMS | (1.1) | - | - | - | - | ||||
dmg information | (8.3) | (10.4) | - | (0.8) | - | ||||
dmg events | - | (3.8) | - | - | - | ||||
Euromoney | (0.3) | (16.8) | - | 2.2 | - | ||||
dmg media | (7.2) | (3.2) | (8.3) | (21.4) | (14.2) | ||||
(16.9) | (34.2) | (8.3) | (20.0) | (14.2) | |||||
Corporate costs | - | - | - | (1.5) | (1.0) | ||||
(16.9) | (34.2) | (8.3) | (21.5) | (15.2) | |||||
Relating to discontinued operations | 21 | - | 3.1 | 3.9 | 5.4 | - | |||
Continuing operations | (16.9) | (31.1) | (4.4) | (16.1) | (15.2) |
The Group's exceptional operating costs in the dmg information segment of £0.8 million relate to contingent consideration required to be treated as remuneration.
In Euromoney, exceptional charges comprise acquisition costs of £1.5 million and redundancy costs of £1.0 million offset by a credit of £0.3 million following the release of previously accrued restructuring costs and an exceptional credit for negative goodwill of £4.4 million the result of a gain on the bargain purchase of Quantitative Techniques following the valuation of the acquired intangible assets.
In the dmg media segment exceptional operating costs relate to reorganisation and restructuring charges of £19.6 million together with a charge amounting to £5.4 million relating to contingent consideration required to be treated as remuneration off set by £3.6 million credit largely relating to pension curtailment gains following the disposal of Northcliffe Media.
The Group's tax charge includes a related credit of £3.7 million in relation to these items.
| |
An analysis of the depreciation of property, plant and equipment, research costs, investment revenue, and finance costs by segment is as follows: |
Audited year ending 30 September 2013 | Depreciation of property, plant and equipment | Research costs | Investment revenue | Finance costs | |||||
Restated (Note 2) | Restated (Note 2) | ||||||||
Note 7 | Note 8 | ||||||||
Note | £m | £m | £m | £m | |||||
RMS | (5.7) | (42.6) | 0.1 | - | |||||
dmg information | (5.9) | (3.0) | 0.9 | (1.4) | |||||
dmg events | (0.4) | - | 0.3 | - | |||||
Euromoney | (3.9) | (6.3) | 0.2 | (8.3) | |||||
dmg media | (17.2) | (3.0) | - | (0.4) | |||||
(33.1) | (54.9) | 1.5 | (10.1) | ||||||
Corporate costs | (1.1) | - | 1.6 | (60.9) | |||||
(34.2) | (54.9) | 3.1 | (71.0) | ||||||
Relating to discontinued operations | 21 | 1.2 | - | - | - | ||||
Continuing operations | (33.0) | (54.9) | 3.1 | (71.0) |
DMGT plc | ||||||||
NOTES | ||||||||
4 | SEGMENT ANALYSIS CONTINUED |
The Group's revenue comprises sales excluding value added tax, less discounts and commission where applicable and is analysed as follows: |
Unaudited | Unaudited | Unaudited | Unaudited | Audited | Audited | Audited | Audited | ||
Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2013 | Year ending 30 September 2013 | Year ending 30 September 2013 | Year ending 30 September 2013 | ||
Total | Discontinued operations (note 21) | Inter-segment | Continuing operations | Total | Discontinued operations (note 21) | Inter-segment | Continuing operations | ||
£m | £m | £m | £m | £m | £m | £m | £m | ||
Sale of goods | 703.1 | (53.2) | - | 649.9 | 740.0 | (48.9) | - | 691.1 | |
Rendering of services | 1,162.8 | - | (1.5) | 1,161.3 | 1,071.7 | (78.4) | (10.2) | 983.1 | |
1,865.9 | (53.2) | (1.5) | 1,811.2 | 1,811.7 | (127.3) | (10.2) | 1,674.2 |
The Group includes circulation and subscriptions revenue within sales of goods, the remainder of the Group's revenue, excluding investment revenue is included within rendering of services. Investment revenue is shown in note 7.
| |
By geographic area | |
The majority of the Group's operations are located in the United Kingdom, the rest of Europe, North America and Australia.
| |
The analysis below is based on the location of companies in these regions. Export sales and related profits are included in the areas from which those sales are made. |
Unaudited | Unaudited | Unaudited | Audited | Audited | Audited | ||||
| Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2013 | Year ending 30 September 2013 | Year ending 30 September 2013 | |||
Total | Discontinued operations (note 21) | Continuing operations | Total | Discontinued operations (note 21) | Continuing operations | ||||
£m | £m | £m | £m | £m | £m | ||||
UK | 1,109.9 | (38.5) | 1,071.4 | 1,047.3 | (94.0) | 953.3 | |||
Rest of Europe | 54.6 | (12.8) | 41.8 | 66.1 | (29.8) | 36.3 | |||
North America | 582.4 | (1.5) | 580.9 | 573.7 | (2.8) | 570.9 | |||
Australia | 18.5 | (0.4) | 18.1 | 15.6 | (0.7) | 14.9 | |||
Rest of the World | 99.0 | - | 99.0 | 98.8 | - | 98.8 | |||
1,864.4 | (53.2) | 1,811.2 | 1,801.5 | (127.3) | 1,674.2 |
The analysis below is based on the geographic location of customers in these regions. |
Unaudited | Unaudited | Unaudited | Audited | Audited | Audited | ||||
Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2013 | Year ending 30 September 2013 | Year ending 30 September 2013 | ||||
Total | Discontinued operations (note 21) | Continuing operations | Total | Discontinued operations (note 21) | Continuing operations | ||||
£m | £m | £m | £m | £m | £m | ||||
UK | 991.9 | (37.8) | 954.1 | 937.1 | (93.2) | 843.9 | |||
Rest of Europe | 186.2 | (11.8) | 174.4 | 199.6 | (27.5) | 172.1 | |||
North America | 473.2 | (2.1) | 471.1 | 454.1 | (4.2) | 449.9 | |||
Australia | 24.0 | (0.5) | 23.5 | 23.9 | (0.6) | 23.3 | |||
Rest of the World | 189.1 | (1.0) | 188.1 | 186.8 | (1.8) | 185.0 | |||
1,864.4 | (53.2) | 1,811.2 | 1,801.5 | (127.3) | 1,674.2 |
DMGT plc | ||||||||
NOTES | ||||||||
4 | SEGMENT ANALYSIS CONTINUED |
The closing net book value of goodwill, intangible assets, property, plant and equipment and investment property is analysed by geographic area as follows: |
Unaudited | Audited | Audited | Unaudited | Audited | Audited | ||||
| Closing net book value of goodwill | Closing net book value of goodwill | Closing net book value of goodwill | Closing net book value of intangible assets | Closing net book value of intangible assets | Closing net book value of intangible assets | |||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | ||||
£m | £m | £m | £m | £m | £m | ||||
UK | 263.9 | 230.3 | 212.2 | 136.6 | 70.9 | 57.8 | |||
Rest of Europe | 4.3 | 13.2 | 15.3 | 9.4 | 27.0 | 26.7 | |||
North America | 469.4 | 460.2 | 439.8 | 209.4 | 221.5 | 191.2 | |||
Australia | 9.0 | 9.6 | 1.5 | 1.7 | 2.0 | 0.7 | |||
Rest of the World | 18.0 | 18.2 | 18.3 | 3.6 | 3.9 | 5.0 | |||
764.6 | 731.5 | 687.1 | 360.7 | 325.3 | 281.4 | ||||
Unaudited | Audited | Audited | Unaudited | Audited | Audited | ||||
Closing net book value of property, plant and equipment (note 13) | Closing net book value of property, plant and equipment (note 13) | Closing net book value of property, plant and equipment (note 13) | Closing net book value of investment property (note 14) | Closing net book value of investment property (note 14) | Closing net book value of investment property (note 14) | ||||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | ||||
£m | £m | £m | £m | £m | £m | ||||
UK | 161.2 | 178.2 | 207.1 | 4.3 | 5.4 | 6.8 | |||
Rest of Europe | 2.6 | 1.6 | 1.1 | - | - | - | |||
North America | 31.8 | 26.9 | 27.7 | - | - | - | |||
Australia | 0.4 | 0.3 | 0.3 | - | - | - | |||
Rest of the World | 1.7 | 1.6 | 1.9 | - | - | - | |||
197.7 | 208.6 | 238.1 | 4.3 | 5.4 | 6.8 |
The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Intangible assets, all of which have finite lives, are tested separately from goodwill only where impairment indicators exist. The total impairment charge recognised for the period was £64.7 million, of which £44.6 million relates to RMS(one) following revisions to the timing of the RMS(one) release and anticipated phasing of client adoption, and £18.7 million relates to certain recruitment businesses in the dmg media segment prior to their disposal. There is a £21.0 million tax credit associated with this impairment charge.
| |
The total impairment charge recognised for the prior period was £8.3 million which relates to internally generated assets and computer software in the dmg media segment.There was a £1.0 million tax credit associated with this impairment charge.
| |
When testing for impairment, the recoverable amounts for all of the Group's cash-generating units (CGUs) are measured at the higher of value in use and fair value less costs to sell. Value in use is calculated by discounting future expected cash flows. These calculations use cash flow projections based on management approved budgets and projections which reflect management's current experience and future expectations of the markets in which the CGU operates. Risk adjusted pre-tax discount rates used by the Group in its impairment tests range from 9.5 % to 17.2 % (2013 7.4 % to 15.0 %), the choice of rates depending on the market and maturity of the CGU. The Group's estimate of the weighted average cost of capital is unchanged from the previous year at 8.5 %. The projections consist of Board approved budgets for the following year, three year plans and growth rates beyond this period. The long-term growth rates range between 0.0 % and +3.0 % (2013 0.0 % and +3.0 %) and vary with management's view of the CGU's market position, maturity of the relevant market and do not exceed the long-term average growth rate for the market in which it operates. |
DMGT plc | ||||||||
NOTES | ||||||||
5 | SHARE OF RESULTS OF JOINT VENTURES AND ASSOCIATES |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
Note | £m | £m | |||||||
Share of profits from operations of joint ventures | 11.7 | 13.6 | |||||||
Share of profits from operations of associates | 19.5 | 8.2 | |||||||
Share of profits before exceptional operating costs, amortisation, impairment of goodwill, interest and tax | 31.2 | 21.8 | |||||||
Share of exceptional operating costs of joint ventures | (0.8) | - | |||||||
Share of exceptional operating costs of associates | (3.9) | (0.6) | |||||||
Share of amortisation of intangibles of joint ventures | (2.1) | (3.2) | |||||||
Share of amortisation of intangibles of associates | (3.7) | (2.4) | |||||||
Share of joint ventures' interest (payable)/receivable | (0.1) | 0.2 | |||||||
Share of associates' interest payable | (0.3) | (0.6) | |||||||
Share of joint ventures' tax | (3.0) | (1.5) | |||||||
Share of associates' tax | (2.2) | (0.9) | |||||||
Impairment of carrying value of joint ventures | (i) | (0.4) | (7.2) | ||||||
Impairment of carrying value of associates | (ii) | (0.4) | (0.3) | ||||||
14.3 | 5.3 | ||||||||
Share of results from operations of joint ventures | 5.7 | 9.1 | |||||||
Share of results from operations of associates | 9.4 | 3.7 | |||||||
Impairment of carrying value of joint venture | (0.4) | (7.2) | |||||||
Impairment of carrying value of associates | (0.4) | (0.3) | |||||||
14.3 | 5.3 |
(i) | Represents a £0.4 million write down in the carrying value of Mail Today in the dmg media segment. In the prior year, represents a £5.5 million write down in the carrying value of The Sanborn Map Company in the dmg information segment together with a £1.7 million write down in the value of Mail Today in the dmg media segment.
|
(ii) | Represents a write down in the carrying value of the Group's investment in Global Grain Pte Ltd in the Euromoney segment. In the prior year represents a write down in the carrying value of the Group's investment in Posvanete AD in the dmg media segment. |
6 | OTHER GAINS AND LOSSES |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
Note | £m | £m | |||||||
Loss on disposal of available-for-sale investments | (0.4) | - | |||||||
Profit on disposal of property, plant and equipment | 1.3 | 1.4 | |||||||
Amounts released against contingent consideration receivable on disposal | (i) | 4.0 | - | ||||||
Profit on disposal of businesses | (ii) | 5.1 | 23.7 | ||||||
Recycled cumulative translation differences | 0.5 | 2.5 | |||||||
Gain on change in control | (iii) | 4.6 | - | ||||||
Profit on disposal of joint ventures and associates | (iv) | 123.8 | - | ||||||
138.9 | 27.6 |
(i) | Relates to the release of a prior year provision against contingent consideration receivable.
|
(ii) | Largely represented by the £6.8 million profit on disposal of MIS Training by Euromoney. In the prior period this is largely represented by the profit on sale of Central and Eastern European print and digital assets by the dmg media segment amounting to £14.5 million together with proceeds from previously unrecognised deferred consideration following the sale of North American home shows of £6.2 million in the dmg events segment.
|
(iii) | During the year the Group increased its interest in Xceligent inc. held by the dmg information segment and obtained control. In accordance with IFRS 3, Business Combinations, the difference between the fair value of the investment and its carrying value has been treated as a gain during the period.
|
(iv) | Following the IPO of Zoopla during the year the Group disposed of 39.3 % of its 52.4 % holding in Zoopla. The Group's remaining 31.8% holding has been classified within associates.
|
There is a tax charge of £1.4 million (2013 £nil) in relation to these items. |
DMGT plc | ||||||||
NOTES | ||||||||
7 | INVESTMENT REVENUE |
Unaudited | Audited | |||||||||||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | |||||||||||||||||
Restated (Note 2) | ||||||||||||||||||
Note | £m | £m | ||||||||||||||||
Dividend income - Other | 0.1 | 1.8 | ||||||||||||||||
Dividend income - Press Association | (i) | 9.3 | - | |||||||||||||||
Interest receivable from short-term deposits | 0.7 | 1.3 | ||||||||||||||||
10.1 | 3.1 | |||||||||||||||||
(i) | Following disposal of the Press Association's investment in MeteoGroup. | |||||||||||||||||
8 | FINANCE COSTS |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
Restated (Note 2) | |||||||||
Note | £m | £m | |||||||
Interest, arrangement and commitment fees payable on bonds, bank loans and loan notes | (50.9) | (57.1) | |||||||
Premium on bond redemption | (i) | (24.4) | - | ||||||
Financing charge on defined benefit pension schemes | (7.6) | (12.9) | |||||||
Change in fair value of derivative hedge of bond | (0.8) | (6.6) | |||||||
Change in fair value of hedged portion of bond | 0.8 | 6.6 | |||||||
Profit on derivatives, or portions thereof, not designated for hedge accounting | 1.0 | 0.6 | |||||||
Finance charge on discounting of contingent consideration payable | (ii) | (1.4) | (1.1) | ||||||
Finance charge on discounting of contingent consideration receivable | 0.1 | - | |||||||
Fair value movement of contingent consideration payable | 1.1 | (5.0) | |||||||
Fair value movement of contingent consideration receivable | (0.4) | - | |||||||
Fair value movement of undesignated financial instruments | 0.9 | 7.4 | |||||||
Change in fair value of acquisition put options | 1.3 | (2.9) | |||||||
(80.3) | (71.0) |
(i) | In December 2013 the Group bought back £49.7 million notional of its 2018 bonds and £149.2 million notional of its 2021 bonds incurring a premium of £24.4 million.
On 22 September 2014 the Company announced its invitation to holders of its outstanding £165.0 million 2021 bonds and its outstanding £349.7 million 2018 bonds to tender their bonds for purchase by the Company for cash. On 30 September the Company announced the results and cash price payable of validly tendered 2018 and 2021 bonds. The total cash price payable by the Company amounted to £193.1 million, including a premium of £39.9 million, which was paid on 1 October 2014. The derecognition of this financial liability and provision for premium payable has not been recorded in these financial statements since the financial liability was not extinguished until post year end as prescribed by IAS 39, Financial Instruments : Recognition and Measurement.
|
(ii) | The finance charge on the discounting of contingent consideration arises from the requirement under IFRS 3 (2008), Business Combinations, to record contingent consideration at fair value using a discounted cash flow approach. |
DMGT plc | ||||||||
NOTES | ||||||||
9 | TAX |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
Restated (Note 2) | |||||||||
Note | £m | £m | |||||||
The charge on the profit for the period consists of: | |||||||||
UK tax | |||||||||
Corporation tax at 22.0 % (2013 23.5 %) | (3.1) | (7.2) | |||||||
Adjustments in respect of prior years | (i) | 2.5 | (1.5) | ||||||
(0.6) | (8.7) | ||||||||
Overseas tax | |||||||||
Corporation tax | (25.4) | (19.7) | |||||||
Adjustments in respect of prior years | (i) | 0.5 | (0.6) | ||||||
Total current tax | (25.5) | (29.0) | |||||||
Deferred tax | |||||||||
Origination and reversals of temporary differences | 4.1 | - | |||||||
Adjustments in respect of prior years | (i) | (0.1) | (2.2) | ||||||
Total deferred tax | 4.0 | (2.2) | |||||||
Total Tax | (21.5) | (31.2) | |||||||
Relating to discontinued operations | 21 | 3.2 | (3.0) | ||||||
(18.3) | (34.2) |
(i) | The net prior year credit of £2.9 million (2013 charge £4.3 million), arose largely from the agreement of certain prior year issues with tax authorities and a reassessment of the level of tax provisions required, and a reassessment of temporary differences.
|
A deferred tax credit of £9.9 million (2013 charge £30.8 million) was recognised directly in the Consolidated Statement of Comprehensive Income. A deferred tax charge of £0.4 million (2013 credit of £1.5 million) and a current tax credit of £2.7 million (2013 £2.1 million) was recognised directly in equity.
| |
Adjusted tax on profits before amortisation and impairment of intangible assets, restructuring costs and non-recurring items (adjusted tax charge) amounted to a charge of £58.6 million (2013 £48.8 million) and the resulting rate is 20.1 % (2013 18.3 %). The differences between the tax credit and the adjusted tax charge are shown in the reconciliation below: |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
Restated (Note 2) | |||||||||
£m | £m | ||||||||
Total tax charge on the profit for the period | (21.5) | (31.2) | |||||||
Share of tax in joint ventures and associates | (5.2) | (2.4) | |||||||
Deferred tax on intangible assets and goodwill | (5.3) | (5.2) | |||||||
Tax on other adjusting items | (26.6) | (10.0) | |||||||
Adjusted tax charge on the profit for the period | (58.6) | (48.8) |
In calculating the adjusted tax rate, the Group excludes the potential future deferred tax effects of intangible assets and goodwill (other than internally generated and acquired computer software) as it prefers to give the users of its accounts a view of the tax charge based on the current status of such items.
| |
Tax on other exceptional items includes a net charge of £nil (2013 £0.8 million) relating to the derecognition of further tax losses and the reassessment of other temporary differences which are treated as exceptional due to their material impact on the Group's adjusted tax charge.
| |
The deferred tax assets disclosed in the Consolidated Statement of Financial Position in respect of deferred interest, tax losses and tax credits are analysed as follows: |
Unaudited | Audited | Audited | |||||||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||||||
£m | £m | £m | |||||||
UK | 53.4 | 43.9 | 39.6 | ||||||
Rest of Europe | 2.1 | 1.4 | - | ||||||
North America | 87.8 | 78.7 | 75.0 | ||||||
Australia | 11.2 | 12.7 | 5.4 | ||||||
154.5 | 136.7 | 120.0 |
These losses have been recognised on the basis that the Directors are of the opinion based on recent and forecast trading, that sufficient suitable taxable profits will be generated in the relevant territories in future accounting periods, such that it is considered probable that these assets will be recovered. Of these assets £6.6 million (2013 £nil, 2012 £nil) have expiry dates between 2021 and 2034.
| |
A current tax credit of £2.7 million (2013 £2.1 million) and a deferred tax charge of £0.1 million (2013 credit £1.5 million) was recognised directly in equity. |
DMGT plc | ||||||||
NOTES | ||||||||
10 | DIVIDENDS PAID |
Unaudited | Unaudited | Audited | Audited | ||||||
Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2013 | Year ending 30 September 2013 | ||||||
Pence per share | £m | Pence per share | £m | ||||||
Amounts recognisable as distributions to equity holders in the year | |||||||||
Ordinary shares - final dividend for the year ending 30 September 2013 | 13.30 | 2.6 | - | - | |||||
'A' Ordinary Non-Voting shares - final dividend for the year ending 30 September 2013 | 13.30 | 47.0 | - | - | |||||
Ordinary shares - final dividend for the year ending 30 September 2012 | - | - | 12.40 | 2.5 | |||||
'A' Ordinary Non-Voting shares - final dividend for the year ending 30 September 2012 | - | - | 12.40 | 45.0 | |||||
49.6 | 47.5 | ||||||||
Ordinary shares - interim dividend for the year ending 30 September 2014 | 6.20 | 1.3 | - | - | |||||
'A' Ordinary Non-Voting shares - interim dividend for the year ending 30 September 2014 | 6.20 | 21.9 | - | - | |||||
Ordinary shares - interim dividend for the year ending 30 September 2013 | - | - | 5.90 | 1.2 | |||||
'A' Ordinary Non-Voting shares - interim dividend for the year ending 30 September 2013 | - | - | 5.90 | 20.9 | |||||
23.2 | 22.1 | ||||||||
19.50 | 72.8 | 18.30 | 69.6 |
The Board has declared a final dividend of 14.2 p per Ordinary/'A' Ordinary Non-Voting share (2013 13.3 p) which will absorb an estimated £52.1 million (2013 £49.6 million) of shareholders' funds for which no liability has been recognised in these financial statements. It will be paid on 6 February 2015 to shareholders on the register at the close of business on 5 December 2014. |
DMGT plc | ||||||||
NOTES | ||||||||
11 | ADJUSTED PROFIT |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
Restated (Note 2) | |||||||||
£m | £m | ||||||||
Profit before tax - continuing operations | 267.0 | 178.5 | |||||||
(Loss)/profit before tax - discontinued operations | (2.2) | 7.0 | |||||||
Profit on disposal of discontinued operations and recycled cumulative translation differences | 39.7 | 33.7 | |||||||
Add back: | |||||||||
Amortisation of intangible assets in Group profit from operations arising on business combinations - continuing operations | 36.7 | 31.1 | |||||||
Amortisation of intangible assets in Group profit from operations arising on business combinations - discontinued operations | 1.4 | 3.1 | |||||||
Amortisation of intangible assets in joint ventures and associates arising on business combinations - continuing operations | 5.8 | 5.6 | |||||||
Impairment of goodwill and intangible assets arising on business combinations - continuing operations | 3.6 | 4.4 | |||||||
Impairment of goodwill and intangible assets arising on business combinations - discontinued operations | 15.2 | 3.9 | |||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property - continuing operations | 71.9 | 31.3 | |||||||
Exceptional operating costs, impairment of internally generated and acquired computer software, property, plant and equipment and investment property - discontinued operations | 0.1 | 5.4 | |||||||
Share of exceptional operating costs of joint ventures | 0.8 | - | |||||||
Share of exceptional operating costs of associates | 3.9 | 0.6 | |||||||
Impairment of carrying value of joint venture - continuing operations | 0.4 | 7.2 | |||||||
Impairment of carrying value of associate - continuing operations | 0.4 | 0.3 | |||||||
Other gains and losses: | |||||||||
Loss on disposal of available-for-sale investments | 0.4 | - | |||||||
Profit on disposal of property, plant and equipment | (1.3) | (1.4) | |||||||
Amounts released against contingent consideration receivable on disposal | (4.0) | - | |||||||
Profit on disposal of businesses and recycled cumulative translation differences | (5.6) | (26.2) | |||||||
Gain on change in control | (4.6) | - | |||||||
Profit on disposal of joint ventures and associates | (123.8) | - | |||||||
Investment revenue: | |||||||||
Dividend income - Press Association | (9.3) | - | |||||||
Finance costs: | |||||||||
Premium on bond redemption | 24.4 | - | |||||||
Financing charge on defined benefit pension schemes | 7.6 | 12.9 | |||||||
Fair value movement of undesignated financial instruments | (0.9) | (7.4) | |||||||
Change in fair value of acquisition put options | (1.3) | 2.9 | |||||||
Fair value movement of contingent consideration payable | (1.1) | 5.0 | |||||||
Fair value movement of contingent consideration receivable | 0.4 | - | |||||||
Tax: | |||||||||
Share of tax in joint ventures and associates - continuing operations | 5.2 | 2.4 | |||||||
Profit from discontinued operations: | |||||||||
Profit on disposal of discontinued operations and recycled cumulative translation differences | (39.7) | (33.7) | |||||||
Adjusted profit before tax and non-controlling interests | 291.1 | 266.6 | |||||||
Total tax charge on the profit for the year | (21.5) | (31.2) | |||||||
Adjust for: | |||||||||
Share of tax in joint ventures and associates | (5.2) | (2.4) | |||||||
Deferred tax on intangible assets and goodwill | (5.3) | (5.2) | |||||||
Tax on other adjusting items | (26.6) | (10.0) | |||||||
Non-controlling interests | (25.1) | (29.6) | |||||||
Adjusted profit after taxation and non-controlling interests | 207.4 | 188.2 |
The adjusted non-controlling interests' share of profits for the year of £25.1 million (2013 £29.6 million) is stated after eliminating a credit of £5.0 million (2013 £6.2 million), being the non-controlling interests' share of adjusting items.
| |
ADJUSTED EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (EBITDA) | |
The Group defines EBITDA as adjusted operating profit before exceptional operating costs, amortisation and impairment of goodwill and acquired intangible assets, depreciation and impairment of property, plant and equipment. EBITDA is broadly used by analysts, rating agencies, investors and the Group's banks to assess the Group's performance.
| |
The Group's internal target of Net Debt to EBITDA cover is no more than 2.0 times whilst the limit imposed by its bank covenants is no greater than 3.75 times. The bank covenant ratio uses the average exchange rate in the calculation of net debt. The resultant Net Debt to EBITDA ratio is 1.53 times (2013 1.56 times, 2012 1.65 times). Using a closing rate basis for the valuation of net debt, the ratio was 1.54 times (2013 1.53 times, 2012 1.62 times) |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
£m | £m | ||||||||
Continuing operations | |||||||||
Operating profit before exceptional operating costs and amortisation and impairment of goodwill and acquired intangible assets | 296.2 | 280.3 | |||||||
Non exceptional depreciation charge | 34.1 | 33.0 | |||||||
Amortisation of internally generated and acquired computer software | 13.8 | 16.9 | |||||||
Operating profits from joint ventures and associates | 31.2 | 21.8 | |||||||
Dividend income | 0.1 | 1.8 | |||||||
Discontinued operations | |||||||||
Operating profit before exceptional operating costs and amortisation and impairment of goodwill and acquired intangible assets | 14.5 | 19.4 | |||||||
Non exceptional depreciation charge | 0.7 | 1.2 | |||||||
Amortisation of internally generated and acquired computer software | 0.5 | - | |||||||
EBITDA | 391.1 | 374.4 |
DMGT plc | ||||||||
NOTES | ||||||||
12 | EARNINGS PER SHARE |
Basic earnings per share of 70.6 p (2013 43.6 p) and diluted earnings per share of 69.3 p (2013 42.5 p) are calculated, in accordance with IAS 33, Earnings per share, on Group profit for the financial year of £228.6 million (2013 £120.9 million) as adjusted for the effect of dilutive ordinary shares of £0.7 million (2013 £0.3 million) and earnings from discontinued operations of £34.3 million (2013 £43.7 million) and on the weighted average number of ordinary shares in issue during the year, as set out below.
| |
As in previous years, adjusted earnings per share have also been disclosed since the Directors consider that this alternative measure gives a more comparable indication of the Group's underlying trading performance. Adjusted earnings per share of 55.7 p (2013 49.9 p) are calculated on profit for continuing and discontinued operations before exceptional operating costs, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, other gains and losses and exceptional financing costs after taxation and non-controlling interests associated with those profits, of £207.4 million (2013 £188.2 million), as set out in note 11 above, and on the basic weighted average number of ordinary shares in issue during the year.
| |
Basic and diluted earnings per share |
Unaudited | Unaudited | Audited | Audited | ||||||
Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2013 | Year ending 30 September 2013 | ||||||
Basic earnings | Diluted earnings | Basic earnings
| Diluted earnings
| ||||||
Restated (Note 2) | Restated (Note 2) | ||||||||
£m | £m | £m | £m | ||||||
Earnings from continuing operations | 228.6 | 228.6 | 120.9 | 120.9 | |||||
Effect of dilutive ordinary shares | - | (0.7) | - | (0.3) | |||||
Earnings from discontinued operations | 34.3 | 34.3 | 43.7 | 43.7 | |||||
262.9 | 262.2 | 164.6 | 164.3 | ||||||
Unaudited | Unaudited | Audited | Audited | ||||||
Year ending 30 September 2014 | Year ending 30 September 2014 | Year ending 30 September 2013 | Year ending 30 September 2013 | ||||||
Basic | Diluted | Basic | Diluted | ||||||
pence | pence | pence | pence | ||||||
per share | per share | per share | per share | ||||||
Restated (Note 2) | Restated (Note 2) | ||||||||
Earnings per share from continuing operations | 61.4 | 60.4 | 32.1 | 31.3 | |||||
Effect of dilutive ordinary shares | - | (0.2) | - | (0.1) | |||||
Earnings per share from discontinued operations | 9.2 | 9.1 | 11.5 | 11.3 | |||||
Earnings per share from continuing and discontinued operations | 70.6 | 69.3 | 43.6 | 42.5 | |||||
Adjusted earnings per share from continuing and discontinued operations | 55.7 | 54.8 | 49.9 | 48.6 | |||||
Effect of dilutive ordinary shares | - | (0.2) | - | (0.1) | |||||
Adjusted earnings per share from continuing and discontinued operations | 55.7 | 54.6 | 49.9 | 48.5 |
The weighted average number of ordinary shares in issue during the year for the purpose of these calculations is as follows: |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
Number | Number | ||||||||
m | m | ||||||||
Number of Ordinary shares in issue | 393.8 | 393.3 | |||||||
Own shares held | (21.4) | (15.8) | |||||||
Basic earnings per share denominator | 372.4 | 377.5 | |||||||
Effect of dilutive share options | 5.8 | 9.3 | |||||||
Dilutive earnings per share denominator | 378.2 | 386.8 |
DMGT | ||||||||
NOTES |
13 | PROPERTY, PLANT AND EQUIPMENT |
During the year the Group spent £29.4 million (2013 £27.7 million) on property, plant and equipment.
| |
The Group disposed certain of its property, plant and equipment with a carrying value of £1.7 million (2013 £1.6 million) for proceeds of £11.0 million (2013 £6.3 million). No gain or loss has been recorded since the basis of calculation of the sale proceeds may be subject to material revision. |
14 | INVESTMENT PROPERTY |
The fair value of the Group's investment properties as at 30 September 2014 was £4.6 million (2013 £6.3 million). This was arrived at by reference to market evidence for similar properties and was carried out by an officer of the Group's property department. Property rental income earned by the Group from its investment properties amounted to £0.3 million (2013 £0.7 million). Direct operating expenses arising on the investment properties in the year amounted to £1.4 million (2013 £0.3 million). Leases on these properties have an expiry date of between one and five years. |
15 | ANALYSIS OF NET DEBT |
Unaudited | Audited | Audited | |||||||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||||||
Note | £m | £m | £m | ||||||
Net debt at start including derivatives | (573.0) | (613.0) | (719.6) | ||||||
Cash flow | (27.0) | (0.2) | 63.4 | ||||||
Debt with acquisitions | (3.0) | - | - | ||||||
Foreign exchange movements | 2.2 | 42.1 | 44.4 | ||||||
Other non-cash movements | (i) | (2.0) | (1.9) | (1.2) | |||||
Net debt at year end including derivatives | (602.8) | (573.0) | (613.0) | ||||||
Analysed as: | |||||||||
Cash and cash equivalents | 28.5 | 87.9 | 107.3 | ||||||
Cash and cash equivalents included within assets held for resale | 0.5 | 0.6 | - | ||||||
Cash and cash equivalents in the cash flow statement | 29.0 | 88.5 | 107.3 | ||||||
Debt due within one year | |||||||||
Bonds | (ii) | (153.2) | - | (47.3) | |||||
Finance lease obligations | (0.2) | - | - | ||||||
Loan notes | (2.9) | (2.0) | (2.6) | ||||||
Debt due in more than one year | |||||||||
Bonds | (415.6) | (674.3) | (678.1) | ||||||
Bank loans | (59.9) | - | - | ||||||
Finance lease obligations | (0.2) | - | - | ||||||
Net debt at year end | (603.0) | (587.8) | (620.7) | ||||||
Effect of derivatives on debt | (iii) | 0.2 | 14.8 | 7.7 | |||||
Net debt including derivatives | (602.8) | (573.0) | (613.0) |
The net cash outflow of £58.3 million (2013 £18.0 million) includes a cash outflow of £29.8 million (2013 £21.5 million) in respect of operating exceptional items.
| |
(i) | Other non-cash movements comprise the unwinding of the issue discount amounting to £1.7 million (2013 £1.6 million) and amortisation of issue costs of £0.3 million (2013 £0.3 million).
|
(ii) | On 22 September 2014 the Company announced its invitation to holders of its outstanding 2021 bonds and its outstanding 2018 bonds to tender their bonds for purchase by the Company for cash. On 30 September the Company announced the results and cash price payable of validly tendered 2018 and 2021 bonds. The total cash price payable by the Company amounted to £193.1 million, including a premium of £39.9 million, which was paid on 1 October 2014. The derecognition of this financial liability and provision for premium payable has not been recorded in these financial statements since the financial liability was not extinguished until post year end as prescribed by IAS 39, Financial Instruments : Recognition and Measurement.
Of this buy back programme bonds with a nominal value of £149.3 million and a carrying value of £153.2 million were not cash settled until after the year end and as such the short-term obligation has been included in debt due within one year albeit that the payment was funded by bank facilities expiring in March 2019.
After this transaction £218.5 million nominal of the 2018 bonds, £7.2 million nominal of the 2021 bonds and £200.0 million nominal of the 2027 bonds will remain outstanding.
|
(iii) | The effect of derivatives on debt is the net currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency. |
16 | BORROWINGS |
Unaudited | Audited | Audited | |||||||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||||||
£m | £m | £m | |||||||
Current liabilities | |||||||||
Bonds | 153.2 | - | - | ||||||
Finance leases | 0.2 | - | - | ||||||
Loan notes | 2.9 | 2.0 | 2.6 | ||||||
156.3 | 2.0 | 2.6 | |||||||
Non-current liabilities | |||||||||
Bonds | 415.6 | 674.3 | 678.1 | ||||||
Bank loans | 59.9 | - | - | ||||||
Finance leases | 0.2 | - | - | ||||||
475.7 | 674.3 | 678.1 |
DMGT | ||||||||
NOTES |
17 | BANK LOANS | |||
The Group's bank loans bear interest charged at LIBOR plus a margin based on the Group's ratio of net debt to EBITDA. Additionally each facility contains a covenant based on a minimum interest cover ratio. EBITDA for these purposes is defined as the aggregate of the Group's consolidated operating profit after share of results of joint ventures and associates, before deducting depreciation, amortisation and impairment of goodwill, intangible and tangible assets, before exceptional items and before interest and finance charges and is calculated in note 11. These covenants were met at the relevant test dates during the year.
| ||||
The Group's internal target of Net Debt to EBITDA cover is no more than 2.0 times whilst the limit imposed by its bank covenants is no greater than 3.75 times. The bank covenant ratio uses the average exchange rate in the calculation of net debt. The resultant Net Debt to EBITDA ratio is 1.53 times (2013 1.56 times, 2012 1.65 times). Using a closing rate basis for the valuation of net debt, the ratio was 1.54 times (2013 1.53 times, 2012 1.62 times)
| ||||
The Group's committed bank facilities and their maturity dates are as follows: |
Unaudited | Audited | Audited | |||||||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||||||
£m | £m | £m | |||||||
Expiring in more than two years but not more than three years | - | 300.3 | - | ||||||
Expiring in more than three years but not more than four years | - | - | 300.7 | ||||||
Expiring in more than four years but not more than five years | 489.4 | - | - | ||||||
Total bank facilities | 489.4 | 300.3 | 300.7 |
Of the above facilities £344.4 million (USD558.0 million) are denominated in US dollars and £145.0 million are denominated in Sterling.
| |
Following the year end the Company increased its committed bank facilities by £50.0 million. The terms of the new facility is substantially the same as those of the existing facilities.
| |
The following undrawn committed borrowing facilities were available to the Group in respect of which all conditions precedent had been met: |
Unaudited | Audited | Audited | |||||||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||||||
£m | £m | £m | |||||||
Expiring in more than two years but not more than three years | - | 299.8 | - | ||||||
Expiring in more than three years but not more than four years | - | - | 298.3 | ||||||
Expiring in more than four years but not more than five years | 429.5 | - | - | ||||||
Total undrawn committed bank facilities | 429.5 | 299.8 | 298.3 |
DMGT | ||||||||
NOTES |
18 | FINANCIAL ASSETS AND LIABILITIES |
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:
| |
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
| |
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices); and
| |
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
At 30 September 2014 | Level 1 | Level 2 | Level 3 | Total | |||||
Unaudited | £m | £m | £m | £m | |||||
Financial assets | |||||||||
Available-for-sale financial assets | - | - | 6.8 | 6.8 | |||||
Fair value through profit and loss | |||||||||
Derivative instruments not designated in hedge accounting relationships | - | 1.1 | - | 1.1 | |||||
Provision for contingent consideration receivable | - | - | 2.7 | 2.7 | |||||
Derivative instruments in designated hedge accounting relationships | - | 21.8 | - | 21.8 | |||||
- | 22.9 | 9.5 | 32.4 | ||||||
Financial liabilities | |||||||||
Fair value through profit and loss | |||||||||
Acquisition put options | - | - | (34.3) | (34.3) | |||||
Derivative instruments not designated in hedge accounting relationships | - | (13.3) | - | (13.3) | |||||
Provision for contingent consideration | - | - | (20.2) | (20.2) | |||||
Derivative instruments in designated hedge accounting relationships | - | (4.7) | - | (4.7) | |||||
- | (18.0) | (54.5) | (72.5) | ||||||
At 30 September 2013 | Level 1 | Level 2 | Level 3 | Total | |||||
Audited | £m | £m | £m | £m | |||||
Financial assets | |||||||||
Available-for-sale financial assets | - | - | 2.7 | 2.7 | |||||
Fair value through profit and loss | |||||||||
Provision for contingent consideration receivable | - | - | 5.4 | 5.4 | |||||
Derivative instruments in designated hedge accounting relationships | - | 40.1 | - | 40.1 | |||||
- | 40.1 | 8.1 | 48.2 | ||||||
Financial liabilities | |||||||||
Fair value through profit and loss | |||||||||
Acquisition put options | - | - | (15.8) | (15.8) | |||||
Derivative instruments not designated in hedge accounting relationships | - | (14.2) | - | (14.2) | |||||
Provision for contingent consideration | - | - | (26.2) | (26.2) | |||||
Derivative instruments in designated hedge accounting relationships | - | (10.6) | - | (10.6) | |||||
- | (24.8) | (42.0) | (66.8) |
There were no transfers between categories in the period. |
Unaudited | Audited | Audited | |||||||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||||||
£m | £m | £m | |||||||
Deferred tax asset in relation to acquisition put options | - | 0.2 | - | ||||||
Reconciliation of level 3 fair value measurement of financial liabilities: | |||||||||
£m | |||||||||
Audited at 30 September 2012 | (15.2) | ||||||||
Payments in advance | (4.5) | ||||||||
Settlements | 7.0 | ||||||||
Change in fair value of acquisition put option commitments and contingent consideration in income | (7.9) | ||||||||
Finance charge on discounting of contingent consideration | (1.1) | ||||||||
Additions | (19.2) | ||||||||
Adjustment to goodwill | (0.4) | ||||||||
Exchange adjustment | (0.7) | ||||||||
Audited at 30 September 2013 | (42.0) | ||||||||
Settlements | 5.5 | ||||||||
Change in fair value of acquisition put option commitments and contingent consideration in income | 2.4 | ||||||||
Finance charge on discounting of contingent consideration | (1.4) | ||||||||
Additions | (22.5) | ||||||||
Owned by subsidiaries acquired | (0.8) | ||||||||
Release of payments made in advance in prior year | 4.5 | ||||||||
Exchange adjustment | (0.2) | ||||||||
Unaudited at 30 September 2014 | (54.5) |
The key input into the significant level 3 financial liabilities is the future profitability of the businesses to which the acquisition put options and contingent consideration relate. The range of possible outcomes for the fair value of these options is £13.7 million to £130.4 million (2013 £1.2 million to £92.1 million).
| |
A one percentage point increase or decrease in the growth rate in estimating the expected profits, results in the acquisition commitment and contingent consideration liability at 30 September 2014 increasing or decreasing by £0.4 million and £0.4 million respectively with the corresponding change to the value at 30 September 2014 charged or credited to the Income Statement in future periods. |
DMGT | ||||||||
NOTES |
19 | SUMMARY OF THE EFFECTS OF ACQUISITIONS (unaudited) |
In October 2013 dmg information acquired the entire share capital of Decision Insight Information Group (Europe) (DIIG) for consideration of £75.8 million, from Decision Insight Information Group, a portfolio company of the US private equity firm TPG Capital. DIIG is the UK and Ireland's leading property searches group, primarily delivering residential and commercial property search results to legal professionals. |
Provisional fair value of net assets acquired with DIIG: | ||||||||||||
Book value | Provisional fair value adjustments | Provisional fair value | ||||||||||
£m | £m | £m | ||||||||||
Goodwill | 61.1 | (21.9) | 39.2 | |||||||||
Intangible assets | 2.3 | 45.3 | 47.6 | |||||||||
Property, plant and equipment | 1.6 | - | 1.6 | |||||||||
Trade and other receivables | 7.6 | - | 7.6 | |||||||||
Cash and cash equivalents | 3.7 | - | 3.7 | |||||||||
Trade and other payables | (15.0) | - | (15.0) | |||||||||
Provisions | (0.5) | - | (0.5) | |||||||||
Corporation tax | (0.2) | - | (0.2) | |||||||||
Deferred tax | 0.9 | (9.1) | (8.2) | |||||||||
Net assets acquired | 61.5 | 14.3 | 75.8 | |||||||||
Cost of acquisition: | ||||||||||||
Cash paid in current year | Total | |||||||||||
£m | £m | |||||||||||
Cash | 75.8 | 75.8 | ||||||||||
Total consideration at fair value | 75.8 | 75.8 | ||||||||||
DIIG contributed £47.0 million to the Group's revenue, £6.1 million to the Group's operating profit and £4.6 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2014.
| |
If the above acquisition had been completed on the first day of the financial year, DIIG would have contributed £53.1 million to the Group's revenue for the year and £5.2 million to the Group's adjusted profit after tax for the year.
| |
In July 2014, the Euromoney acquired the trade and certain assets of the mining investment events division of US-based Summit Professional Networks, the principal asset acquired is the world's largest mining event, Investing in African Mining Indaba, for a cash consideration of £45.6 million (US$ 78.0 million) offset by a working capital adjustment receipt/receivable of £0.2 million (US$ 0.4 million) in September 2014. The acquisition of Mining Indaba is consistent with the Euromoney's strategy to consolidate and strengthen its position in the global metals and mining sector. |
Provisional fair value of net assets acquired with African Mining Indaba (Indaba): | |||||||||
Book value | Provisional fair value adjustments | Provisional fair value | |||||||
£m | £m | £m | |||||||
Goodwill | - | 23.6 | 23.6 | ||||||
Intangible assets | - | 22.1 | 22.1 | ||||||
Trade and other receivables | 1.6 | - | 1.6 | ||||||
Trade and other payables | (1.9) | - | (1.9) | ||||||
Net assets acquired | (0.3) | 45.7 | 45.4 | ||||||
Cost of acquisition: | |||||||||
Cash paid in current year | Total | ||||||||
£m | £m | ||||||||
Cash | 45.4 | 45.4 | |||||||
Total consideration at fair value | 45.4 | 45.4 |
Indaba contributed £nil to the Group's revenue, a loss of £0.3 million to the Group's operating profit and £0.3 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2014.
| |
If the above acquisition had been completed on the first day of the financial year, Indaba would have contributed £10.0 million to the Group's revenue for the year and £3.2 million to the Group's adjusted profit after tax for the year. |
DMGT | ||||||||
NOTES |
19 | SUMMARY OF THE EFFECTS OF ACQUISITIONS (unaudited) (Continued) |
A summary of all notable acquisitions completed during the year is as follows: |
Name of acquisition | Segment | % voting rights acquired | Business description | Date of acquisition | Consideration | Intangible assets acquired | Goodwill arising | ||
£m | £m | £m | |||||||
Decision Insight Information Group (Europe) | dmg information | 100% | Provider of property search information | October 2013 | 75.8 | 47.6 | 39.2 | ||
African Mining Indaba (Indaba) | Euromoney | 100% | Organiser of mining investment events | July 2014 | 45.4 | 22.1 | 23.6 | ||
Infrastructure Journal | Euromoney | 100% | Information provider to the international infrastructure markets | October 2013 | 12.5 | 6.4 | 7.1 | ||
SiteCompli | dmg information | 56% | Provider of property compliance data and software | July 2014 | 7.7 | 3.0 | 6.0 | ||
Xceligent | dmg information | 52% | Provider of commercial property information | October 2013 | 8.8 | 4.8 | 9.2 | ||
Quartz Coatings | dmg events | 100% | Organiser of paint and coatings exhibitions | January 2014 | 3.6 | 1.8 | 2.1 | ||
Energytics | dmg information | 100% | Energy market data and information provider | November 2013 | 4.4 | 1.7 | 3.2 | ||
DMGT | ||||||||
NOTES |
19 | SUMMARY OF THE EFFECTS OF ACQUISITIONS (unaudited) (Continued) |
Provisional fair value of net assets acquired with all acquisitions: |
Book value | Provisional fair value adjustments | Provisional fair value | |||||||
£m | £m | £m | |||||||
Goodwill | 61.1 | 34.2 | 95.3 | ||||||
Intangible assets | 3.0 | 87.1 | 90.1 | ||||||
Property, plant and equipment | 2.3 | - | 2.3 | ||||||
Trade and other receivables | 12.7 | - | 12.7 | ||||||
Cash and cash equivalents | 11.6 | - | 11.6 | ||||||
Trade and other payables | (34.3) | - | (34.3) | ||||||
Bank overdrafts | (0.1) | - | (0.1) | ||||||
Contingent consideration | (0.8) | - | (0.8) | ||||||
Inventories | 0.1 | - | 0.1 | ||||||
Loan notes | (0.8) | - | (0.8) | ||||||
Finance lease obligations | (0.4) | - | (0.4) | ||||||
Corporation tax | (0.2) | - | (0.2) | ||||||
Deferred tax | 0.9 | (9.9) | (9.0) | ||||||
Provisions | (0.5) | - | (0.5) | ||||||
Net assets acquired | 54.6 | 111.4 | 166.0 | ||||||
Non-controlling interest share of net assets acquired | (0.9) | ||||||||
Group share of net assets acquired | 165.1 | ||||||||
Cost of acquisitions: | |||||||||
Non-cash | Cash paid in current year | Total | |||||||
Note | £m | £m | £m | ||||||
Fair value of investment in associate on acquisition of control | (i) | 7.3 | - | 7.3 | |||||
Contingent consideration | (ii) | 2.6 | - | 2.6 | |||||
Loan notes | 1.8 | - | 1.8 | ||||||
Cash | - | 152.7 | 152.7 | ||||||
Total consideration at fair value | 11.7 | 152.7 | 164.4 | ||||||
Directly attributable costs | - | 0.7 | 0.7 | ||||||
Total cost of acquisition | 11.7 | 153.4 | 165.1 |
The amount of goodwill which is deductible for the purposes of calculating the Group's tax charge amounts to £nil.
| |
(i) | During the year the Group increased its interest in Xceligent inc. held by the dmg information segment and obtained control.
|
(ii) | The contingent consideration is based on future business valuations and profit multiples and has been estimated on an acquisition by acquisition basis using available data forecasts. The range of undiscounted outcomes for contingent consideration relating to acquisitions in the year is £nil to £19.7 million. Certain contingent consideration arrangements are not capped since they are based on future business performance.
|
The contingent consideration has been discounted back to current values in accordance with IFRS 3, Business Combinations. In each case, the Group has used acquisition accounting to account for the purchase.
| |
If all acquisitions had been completed on the first day of the financial year, Group revenues for the year would have been £1,820.9 million and Group profit attributable to equity holders of the parent would have been £280.9 million. This information takes into account the amortisation of acquired intangible assets together with related income tax effects but excludes any pre-acquisition finance costs and should not be viewed as indicative of the results of operations that would have occurred if the acquisitions had actually been completed on the first day of the financial year.
| |
Total losses attributable to equity holders of the parent since the date of acquisition for companies acquired during the year amounted to £2.1 million.
| |
Goodwill arising on the acquisitions is principally attributable to the anticipated profitability relating to the distribution of the Group's products in new and existing markets and anticipated operating synergies from the business combinations.
| |
Purchase of additional shares in controlled entities |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
£m | £m | ||||||||
Cash consideration excluding acquisition expenses | 0.4 | 15.8 |
During the year, the Group acquired additional shares in controlled entities amounting to £0.4 million (2013 £15.8 million) of which £nil (2013 £11.3 million) related to nil (2013 1.2 million) shares in Euromoney. Additionally the Group's interest in Euromoney increased by 1.0 % following Euromoney's acquisition of 1.8 million of its own shares during the period. Under the Group's accounting policy for the acquisition of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Consolidated Statement of Financial Position. The difference between the cost of the additional shares and the carrying value of the non-controlling interests share of net assets is adjusted in retained earnings. The adjustment to retained earnings in the year was a credit of £2.3 million (2013 £16.1 million charge).
| |
Reconciliation to purchase of subsidiaries as shown in the Consolidated Cash Flow Statement: |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
£m | £m | ||||||||
Cash consideration excluding acquisition expenses | 153.4 | 65.0 | |||||||
Cash paid to settle contingent consideration in respect of acquisitions | 5.1 | 6.9 | |||||||
Cash and cash equivalents acquired with subsidiaries | (11.6) | (7.0) | |||||||
Bank overdrafts acquired with subsidiaries | (0.1) | - | |||||||
Purchase of subsidiaries | 146.8 | 64.9 |
Cash paid in respect of contingent consideration relating to prior year acquisitions includes £2.4 million within the dmg information segment and £2.7 million within the Euromoney segment.
| |
The businesses acquired during the year generated £10.6 million of the Group's net operating cash flows, £nil attributable to investing and £nil attributable to financing activities. |
DMGT | ||||||||
NOTES |
20 | SUMMARY OF THE EFFECTS OF DISPOSALS (unaudited) |
A summary of notable disposals completed during the period is as follows: |
Name of disposal | Segment | Date of disposal | Fair value of consideration | ||||||
£m | |||||||||
Broadbean | dmg media | March 2014 | 33.4 | ||||||
Oil Careers | dmg media | March 2014 | 15.9 | ||||||
Jobrapido SRL | dmg media | April 2014 | 11.1 | ||||||
MIS Training Institute Holdings, Inc. (MIS Training) | Euromoney | April 2014 | 8.1 | ||||||
The impact of the disposal of businesses on net assets is as follows: | |||||||||
Prior year assets held for sale disposed in current year | Adjustment on sale | Other current year disposals | Total | ||||||
£m | £m | £m | £m | ||||||
Goodwill | 4.3 | - | 6.4 | 10.7 | |||||
Intangible assets | - | - | 12.4 | 12.4 | |||||
Property, plant and equipment | - | - | 0.7 | 0.7 | |||||
Trade and other receivables | 0.1 | - | 9.3 | 9.4 | |||||
Cash at bank and in hand | 0.3 | (0.3) | 2.8 | 2.8 | |||||
Trade and other payables | (2.6) | 1.9 | (13.7) | (14.4) | |||||
Bank overdrafts | - | - | (0.1) | (0.1) | |||||
Deferred tax | - | - | (3.0) | (3.0) | |||||
Net assets disposed | 2.1 | 1.6 | 14.8 | 18.5 | |||||
Profit on disposal of discontinued operations including recycled cumulative translation differences | 39.7 | ||||||||
Profit on disposal of businesses including recycled cumulative translation differences | 5.6 | ||||||||
63.8 | |||||||||
Satisfied by: | |||||||||
Cash received | 70.7 | ||||||||
Working capital adjustment | (0.7) | ||||||||
Directly attributable costs paid | (4.9) | ||||||||
Proceeds receivable | 2.1 | ||||||||
Provision for directly attributable costs | (5.3) | ||||||||
Recycled cumulative translation differences | 1.9 | ||||||||
63.8 | |||||||||
Reconciliation to disposal of businesses as shown in the Consolidated Cash Flow Statement: | |||||||||
£m | |||||||||
Cash consideration net of disposal costs | 65.1 | ||||||||
Cash and cash equivalents disposed with subsidiaries | (2.8) | ||||||||
Proceeds on disposal of businesses | 62.3 |
The Group's tax charge includes £2.9 million (2013 £0.2 million) in relation to these disposals.
| |
In addition, the Group's interest in Euromoney was diluted during the year by 0.9 % (2013 0.2 %). Under the Group's accounting policy for the disposal of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Condensed Consolidated Statement of Financial Position. The difference between the Group's share of net assets before and after this dilution is adjusted in retained earnings. The adjustment to retained earnings in the year was a charge of £2.9 million (2013 charge £0.7 million).
| |
All of the businesses disposed of during the year absorbed £15.5 million of the Group's net operating cash flows, had £nil attributable to investing and £nil attributable to financing activities. |
DMGT | ||||||||
NOTES |
21 | DISCONTINUED OPERATIONS |
In March 2014 the Group disposed of its recruitment businesses Broadbean and Oilcareers within the dmg media segment, followed by the disposal in April 2014 of Jobrapido SRL. The fair value of consideration received amounted to £60.4 million. The results of these digital recruitment businesses up to the point of disposal are included in discontinued operations for the current and prior periods. On 31 October 2014 Jobsite was sold to Stepstone UK Holding Limited for £92.0 million. The assets and liabilities of Jobsite are included under assets and liabilities of businesses held-for-sale and the results for the period are included in discontinued operations for the current and prior periods.
| |
In November 2012 the Group announced that it had reached an agreement to sell its interests in Northcliffe Media to Local World, a newly formed media group that combined the Group's local media titles with those of Iliffe News and Media Limited. The Group received consideration of £52.5 million and a 38.7 % share in Local World together with a working capital adjustment of £16.4 million. The results of Northcliffe Media segment up to the point of disposal are also included in the prior period discontinued operations.
| |
The Group's Consolidated Income Statement includes the following results from these discontinued operations: |
Unaudited | Audited | ||||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | ||||||||
£m | £m | ||||||||
Revenue | 53.2 | 127.3 | |||||||
Expenses | (37.5) | (106.7) | |||||||
Depreciation | (0.7) | (1.2) | |||||||
Amortisation of intangible assets not arising on business combinations | (0.5) | - | |||||||
Operating profit before exceptional operating costs and amortisation and impairment of goodwill and intangible assets | 14.5 | 19.4 | |||||||
Exceptional operating costs | (0.1) | (5.4) | |||||||
Impairment of goodwill and intangible assets | (15.2) | (3.9) | |||||||
Amortisation of intangible assets arising on business combinations | (1.4) | (3.1) | |||||||
(Loss)/profit before tax | (2.2) | 7.0 | |||||||
Tax charge | (0.3) | (1.9) | |||||||
(Loss)/profit after tax attributable to discontinued operations | (2.5) | 5.1 | |||||||
Profit on disposal of discontinued operations | 38.3 | 33.7 | |||||||
Tax (charge)/credit on profit on disposal of discontinued operations | (2.9) | 4.9 | |||||||
Recycled cumulative translation differences on disposal of discontinued operations | 1.4 | - | |||||||
Profit attributable to discontinued operations | 34.3 | 43.7 |
Cash flows associated with discontinued operations comprise operating cash flows of £8.6 million (2013 £16.9 million), investing cash flows of £nil (2013 £nil) and financing cash flows of £nil (2013 £nil). |
22 | TOTAL ASSETS AND LIABILITIES OF BUSINESSES HELD-FOR-SALE |
Following the year end the dmg information segment disposed of its interest in Lewtan, a provider of analytical tools and data for the structured finance market, to Moody's corporation and dmg media disposed of its remaining interests in its digital recruitment assets. The main classes of assets and liabilities comprising the operations classified as held-for-sale are set out in the table below. These assets and liabilities are recorded at their fair value with all losses taken to the Consolidated Income Statement.
| |
In the prior year, the assets and liabilities held for sale represent those of certain businesses in the Group's national newspaper segment. In the year to 30 September 2012 the assets and liabilities held for sale represent the Group's local media segment. |
Unaudited | Audited | Audited | |||||||
At 30 September 2014 | At 30 September 2013 | At 30 September 2012 | |||||||
£m | £m | £m | |||||||
Goodwill | 43.4 | 4.6 | 12.2 | ||||||
Intangible assets | 11.5 | - | 3.8 | ||||||
Deferred tax | 0.2 | - | 6.4 | ||||||
Property, plant and equipment | 2.0 | 1.9 | 17.7 | ||||||
Interests in joint ventures | - | - | 1.1 | ||||||
Interests in associates | - | - | 0.4 | ||||||
Inventories | - | - | 0.6 | ||||||
Trade and other receivables | 17.9 | 2.0 | 26.9 | ||||||
Cash and cash equivalents | 0.5 | 0.6 | 2.6 | ||||||
Total assets associated with businesses held-for-sale | 75.5 | 9.1 | 71.7 | ||||||
Trade and other payables | (16.9) | (4.0) | (31.4) | ||||||
Provisions | (0.3) | (0.2) | (2.2) | ||||||
Current tax | (2.8) | - | - | ||||||
Deferred tax | (3.4) | - | - | ||||||
Total liabilities associated with businesses held-for-sale | (23.4) | (4.2) | (33.6) | ||||||
Net assets of the disposal group | 52.1 | 4.9 | 38.1 |
DMGT | ||||||||
NOTES |
23 | SHARE CAPITAL AND RESERVES |
The Group issued 'A' Ordinary Non-Voting shares during the year with a nominal value of £34,903. Share capital at 30 September 2014 amounted to £49.2 million.
| |
During the year the Company disposed of 3.8 million 'A' Ordinary Non-Voting shares, in order to satisfy incentive schemes. This represented 1.0 % of the called up 'A' Ordinary Non-Voting share capital at 30 September 2014.
| |
The Company also purchased 5.5 million 'A' Ordinary Non-Voting shares having a nominal value of £0.7 million to match obligations under incentive plans. The consideration paid for these shares was £49.2 million.
The Company also purchased 5.1 million 'A' Ordinary Non-Voting shares having a nominal value of £0.6 million as part of a share buyback programme. The consideration paid for these shares was £42.1 million.
| |
Shares repurchased during the year represented 2.8 % of the called up 'A' Ordinary Non-Voting share capital at 30 September 2014.
| |
At 30 September 2014 options were outstanding under the terms of the Company's 1997 and 2006 Executive Share Option Schemes, together with nil cost options, over a total of 2,667,385 (2013 3,507,058 2012 4,929,968) 'A' Ordinary Non-Voting shares. |
24 | RETIREMENT BENEFIT OBLIGATIONS |
The Group operates a number of pension schemes under which contributions are paid by the employer and employees. The total net pension costs of the Group for the year ended 30 September 2014 were £28.9 million (2013 £31.1 million, 2012 £35.3 million).
| |
The schemes include funded defined benefit pension arrangements, providing service-related benefits, in addition to a number of defined contribution pension arrangements. The defined benefit schemes in the UK, together with some defined contribution plans, are administered by trustees or trustee companies.
| |
In compliance with legislation the Group commenced automatic enrolment of relevant employees into defined contribution pension plans from September 2013. This process will continue to be staged progressively and will be complete during 2016.
| |
The Company operates two main defined benefit schemes, the Harmsworth Pension Scheme ("HPS") and the Senior Executive Pension Scheme (SEPF), both of which are now closed to new entrants. Benefits accrued up to 31 March 2011 were accrued on a final salary basis, but with the value of those benefits having been de-linked from pensionable salary. Existing members still in employment can continue to accrue benefits in the scheme on a cash balance basis, with members building up a retirement account that they can use to buy an annuity from an insurance company at retirement.
| |
Full actuarial valuations of the defined benefit schemes are carried out triennially by the Scheme Actuary. As a result of the valuations of the main schemes as at 31 March 2013 the Company makes annual contributions of 12.0% or 18.0 % of members' basic pay (depending on membership section) for HPS and 28.5 % of pensionable pay for SEPF. Following the results of the latest triennial valuation, the Company agreed Recovery Plans involving a series of annual funding payments, and in accordance with both these and prior arrangements payments of: £23.1 million was made on 4 October 2013; £13.0 million on 31 January 2014 and £7.0 million was made on 28 February 2014. A further payment of £28.7 million was made subsequent to the year end and in accordance with the agreed payment date of 5 October 2014. Between October 2014 and October 2026 further annual payments have been agreed amounting to £334.6 million (excluding the balloon funding payment referred to below in connection with the Limited Partnership investment vehicle). The Company considers that these contribution rates are sufficient to eliminate the deficit over the agreed period. Both the ongoing contributions and Recovery Plan will be reviewed at the next triennial funding valuation of the main schemes due to be completed with an effective date 31 March 2016.
| |
In February 2014 DMGT agreed with the trustees that should it continue its share buy-back program it would make additional contributions to the schemes amounting to 20% of the value of shares bought-back. Contributions of £5.9 million relating to this agreement were made in the year to 30 September 2014.
| |
The Company also has a defined benefit obligation relating to the DMGT AVC Plan (the Plan) which is closed to further member contributions. The most recent actuarial funding valuation of the Plan, carried out with an effective date of 31 March 2011, showed a funding deficit of £5.6 million. The trustees and the Company have agreed that this funding shortfall will be removed through the expected investment returns, with no further contributions required from the Company. The 31 March 2014 valuation results are expected to be finalised in early 2015.
| |
The Company enabled the trustee of the HPS to acquire a beneficial interest in a Limited Partnership investment vehicle ("LP"). The LP has been designed to facilitate payment of part of the deficit funding payments described above over a period of 15 years to 2026. In addition, the LP is required to make a final payment to the scheme of £150.0 million or the funding deficit within the scheme on an ongoing actuarial valuation basis at the end of the 15 year period if this is less. For funding purposes, the interest held by the trustee in the LP will be treated as an asset of the scheme and reduce the actuarial deficit within the scheme. However, under IAS19 the LP is not included as an asset of the scheme and therefore is not included in the disclosures below.
| |
The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation as at 30 September 2014. The assumptions used in the valuation are summarised below: |
Unaudited | Audited | Audited | |||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | Year ending 30 September 2012 | |||||||
% pa | % pa | % pa | |||||||
Price inflation | 3.1 | 3.2 | 2.4 | ||||||
Salary increases | 3.0 | 3.0 | 2.4 | ||||||
Pension increases | 3.0 | 3.0 | 2.4 | ||||||
Discount rate | 4.0 | 4.6 | 4.4 |
The discount rate for scheme liabilities reflects yields at the year end date on high quality corporate bonds. All assumptions were selected after taking actuarial advice.
| |
Mortality assumptions take account of scheme experience, and also allow for further improvements in life expectancy based on 'CMI' projections but with a long-term rate of improvement in future mortality rates of 1.25 % per annum. Allowance is made for the extent to which employees have chosen to commute part of their pension for cash at retirement.
| |
A reconciliation of the net pension obligation reported in the Consolidated Statement of Financial Position is shown in the following table: |
Unaudited | Audited | Audited | |||||||
Year ending 30 September 2014 | Year ending 30 September 2013 | Year ending 30 September 2012 | |||||||
£m | £m | £m | |||||||
Present value of defined benefit obligation | (2,381.9) | (2,169.7) | (2,089.0) | ||||||
Assets at fair value | 2,170.1 | 1,962.0 | 1,764.6 | ||||||
(Deficit)/surplus reported in the Consolidated Statement of Financial Position | (211.8) | (207.7) | (324.4) | ||||||
Schemes in surplus | 6.4 | - | - | ||||||
Schemes in deficit | (218.2) | (207.7) | (324.4) | ||||||
(211.8) | (207.7) | (324.4) |
25 | CONTINGENT LIABILITIES |
The Group has issued stand by letters of credit of £1.8 million (2013 £1.2 million, 2012 £2.4 million).
| |
The Group is exposed to libel claims in the ordinary course of business and vigorously defends against claims received. The Group makes provision for the estimated costs to defend such claims when incurred and provides for any settlement costs when such an outcome is judged probable.
| |
Four writs claiming damages for libel were issued in Malaysia against Euromoney and three of its employees in respect of an article published in one of Euromoney's magazines, International Commercial Litigation, in November 1995. The writs were served on Euromoney on October 22 1996. Two of these writs have been discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian ringgit 82.6 million (£15.5 million). No provision has been made for these claims in these financial statements as the Directors do not believe that Euromoney has any material liability in respect of these writs. |
26 | ULTIMATE HOLDING COMPANY |
The Company's ultimate holding company and immediate parent company is Rothermere Continuation Limited, a company incorporated in Bermuda. |
DMGT | ||||||||
NOTES |
27 | RELATED PARTY TRANSACTIONS | ||||||||
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The transactions between the Group and its joint ventures and associates are disclosed below.
| |||||||||
The following transactions and arrangements are those which are considered to have had a material effect on the financial performance and position of the Group for the year.
| |||||||||
Ultimate Controlling Party | |||||||||
The Company's ultimate controlling party is the Viscount Rothermere, the Company's Chairman.
| |||||||||
Transactions with Directors | |||||||||
There were no material transactions with Directors of the Company during the year, except for those relating to remuneration.
| |||||||||
For the purposes of IAS 24, Related Party Disclosures, Executives below the level of the Company's Board are not regarded as related parties. | |||||||||
Transactions with joint ventures and associates | |||||||||
Associated Newspapers Limited ("ANL") has a 33.3 % (2013 33.3 %, 2012 33.3 %) shareholding in Fortune Green Limited. During the year the Group received revenue for newsprint, computer and office services of £0.5 million (2013 £0.4 million, 2012 £0.6 million). The amount due from Fortune Green Limited at 30 September 2014 was £0.4 million (2013 £0.2 million, 2012 £0.2 million).
| |||||||||
Daily Mail and General Holdings Limited ("DMGH") has a 38.7 % (2013 38.7 %, 2012 nil %) shareholding in Local World, the media segment group formed in November 2012 which combined the Group's local media titles with those of Iliffe News and Media Limited. During the year the Group provided printing and newspaper services of £20.2 million (2013 £17.6 million, 2012 £nil) to Local World. Amounts paid over to Local World in respect of sales monies collected on their behalf and revenue shares due amounted to £57.9 million (2013 £42.9 million, 2012 £nil). During the year Local World were charged £0.4 million (2013 £0.9 million, 2012 £nil) by the Group for rent and service charges in relation to leasehold and investment properties. The net amount due to Local World from the Group at 30 September 2014 was £4.6 million (2013 £3.9 million, 2012 £nil). During the year, the Group received dividends of £6.1 million (2013 £nil, 2012 £nil) from Local World.
| |||||||||
During the year, Landmark Information Group Limited (Landmark) charged management fees of £0.3 million (2013 £0.3 million, 2012 £0.3 million) to Point X Limited, a joint venture, and recharged costs of £0.1 million (2013 £0.1 million, 2012 £0.1 million). Point X Limited received royalty income from Landmark of £nil (2013 £0.1 million, 2012 £0.1 million) and the amount due from Landmark at 30 September 2014 was £nil (2013 £nil, 2012 £0.1 million).
| |||||||||
Trepp LLC has a 50 % (2013 50%, 2012 nil%) interest in TreppPort LLC, a joint venture. During the year, Trepp LLC and Rockport Group made cash contributions of £nil and £nil respectively (2013 £1.2 million and £0.2 million, 2012 £nil and £nil respectively) to TreppPort LLC. During the year, Trepp received £0.3 million (2013 £nil, 2012 £nil) of revenue from TreppPort and also paid TreppPort £0.3 million (2013 £nil, 2012 £nil) of costs. During the year, Trepp recharged TreppPort salary costs of £0.1 million.
| |||||||||
During the year, DMG Information Inc., made an investment of £nil (2013 £nil, 2012 £0.4 million) in Real Capital Analytics Inc., an associate.
| |||||||||
During the year, DMGI Land and Property Europe Limited made an investment of £0.8 million (2013 £nil, 2012 £nil) for 30% interest in Ochresoft Technologies Limited ("OTL"), an associate. During the year, OTL was provided funding of £0.2 million (2013 £nil, 2012 £nil) by Landmark Information Group Limited ("LIGL"), a DMGI subsidiary. At 30 September 2014 £0.2 million (2013 £nil, 2012 £nil) was owed to LIGL.
| |||||||||
Decision Insight Information Group (UK) Limited ("DIIG UK") has a 50.0 % interest in Decision First Limited ("DF"), a joint venture. During the year, DIIG UK recharged costs to DF amounting to £0.2 million (2013 £nil, 2012 £nil). At 30 September 2014, £0.2 million (2013 £nil, 2012 £nil) was owed by DF to DIIG UK.
| |||||||||
During the year, On-Geo GmbH ("On-Geo") made an investment for a 50.0 % (2013 £nil, 2012 £nil) interest in HypoPort, a joint venture. During the year. HypoPort made purchases from On-Geo amounting to £6.5 million (2013 £nil, 2012 £nil). At 30 September 2014, £1.2 million (2013 £nil, 2012 £nil) was owed by HypoPort to On-Geo.
| |||||||||
During the year, On-Geo made an investment of £0.1 million for a 50.0 % (2013 £nil, 2012 £nil) interest in Instant Service ("IS"), a joint venture. During the year. IS received revenues from On-Geo amounting to £6.9 million (2013 £nil, 2012 £nil), was recharged costs from On-Geo amounting to £0.2 million (2013 £nil, 2012 £nil). At 30 September 2014, £1.2 million (2013 £nil, 2012 £nil) was owed by HypoPort to On-Geo.
| |||||||||
RMS Inc., has a 29.6 % (2013 29.6%, 2012 29.6%) interest in Praedicat an associate. During the year, RMS Inc. made no further investment in Praedicat (2013 £0.8 million, 2012 £1.5 million).
| |||||||||
ANL has a nil % shareholding (2013 nil %, 2012 100.0 %) in Globrix Limited (Globrix) and a 50 % shareholding (2013 50.0 %, 2012 50.0 %) in Artirix Limited (Artirix). During the year, Globrix recharged the Group £nil (2013 £nil, 2012 £0.5 million) for website development costs. The Group provided services totalling £nil (2013 £nil, 2012 £0.1 million) to Artirix, with £nil (2013 £nil, 2012 £nil) remaining due at 30 September 2014. At 30 September 2014 Globrix owed £nil to various Group companies (2013 £nil, 2012 £1.3 million), and £nil was due from Artirix (2013 £nil, 2012 £nil) to Globrix.
During the period, Artirix received revenues of £nil from Globrix (2013 £nil, 2012 £0.5 million). At 30 September 2014 Artirix owed £1.7 million to various Group companies (2013 £1.4 million, 2012 £1.3 million).
| |||||||||
ANL had a 50.0 % interest in Teletext Holdings Limited ("Teletext"). The Group provided services (under the Transitional Services Agreement) amounting to £nil (2013 £nil, 2012 £0.3 million) for the year, and £nil (2013 £nil, 2012 £0.1 million) was due from Teletext at 30 September 2014. VAT of £0.1 million (2013 £0.7 million, 2012 £0.5 million) was paid by DMG Media Limited on behalf of Teletext and £nil was due from Teletext at 30 September 2014 (2013 £nil, 2012 £nil).
Artirix provided staff and other services to Teletext totalling £nil (2013 £nil, 2012 £0.2 million), with £nil (2013 £nil, 2012 £0.1 million) remaining due from Teletext at 30 September 2014.
Proceeds on the sale of Teletext Ltd to Teletext Holdings Ltd of £nil are due to ANL as at 30 September 2014 (2013 £6.0 million, 2012 £6.0 million).
| |||||||||
ANL has a 31.8 % (2013 50.8 %, 2012 52.3 % investment in Zoopla Property Group Ltd) shareholding in Zoopla Property Group plc ("Zoopla"). During the year, listing services amounting to £nil (2013 £0.2 million, 2012 £1.0) were provided by Zoopla to ANL as part of a revenue share agreement, with £nil (2013 £nil, 2012 £0.2 million) remaining due to Zoopla at 30 September 2014. Net services (under the Transitional Services Agreement) provided by ANL totalled £0.1 million (2013 £0.3 million, 2012 £0.2 million) for the year, £0.2 million (2013 £nil, 2012 £5.4 million) of other transactional payments were made by ANL on behalf of Zoopla, with a balance of £nil (2013 £nil, 2012 £0.9 million) being due from Zoopla at 30 September 2014.
During the year, the Group received dividends of £18.8 million (2013 £5.3 million, 2012 £nil) from Zoopla.
| |||||||||
DMGH has a 26.0 % (held by AN Mauritius Limited 2013 26.0 %, 2012 26.0 %) interest in Mail Today Newspapers Pte Limited (India). During the year, additional share capital of £0.9 million (2013 £1.1 million, 2012 £2.3 million) was invested in Mail Today Newspapers Pte Limited (India).
| |||||||||
ANL has a 34.7 % (2013 34.7 %, 2012 30.0 %) interest in Social Metrix SA (Argentina). During the year, £nil (2013 £nil, 2012 £0.4 million) additional share capital was invested by A&N International Media Limited.
| |||||||||
ANL has a 50.0 % (2013 50.0 %, 2012 50.0 %) shareholding in Northprint Manchester Limited. The net amount due to Associated Newspapers Limited for £5.8 million (2013 £5.8 million, 2012 £5.8 million) has been fully provided.
| |||||||||
Northcliffe Media Limited ("NML") has a 25.0 % (2013 25.0 %, 2012 25.0 %) shareholding in Extra Newspapers Limited to which it provided £nil (2013 £nil, 2012 £0.3 million) of funding during the year. At 30 September 2014, £0.3 million was owed to NML. This balance has been fully provided for.
| |||||||||
ANL has a 50.0 % (2013 nil %, 2012 nil %) interest in Daily Mail.com Australia Pty Limited ("Mail Online Australia"). During the year, ANL provided services amounting to £1.0 million (2013 £nil, 2012 £nil). At 30 September 2014, Mail Online Australia owed the Group £1.0 million (2013 £nil, 2012 £nil).
| |||||||||
During the year, the Group received a dividend of £nil (2013 £nil, 2012 £3.5 million) from dmg Radio Investments Pty Limited, a joint venture. This investment was sold in August 2012.
| |||||||||
The Group received a dividend of £0.3 million (2013 £nil, 2012 £0.3 million) from Capital Net, an associate. |
DMGT | ||||||||
NOTES |
27 | RELATED PARTY TRANSACTIONS (Continued) |
Other related party disclosures | |
ANL has a 12.5 % (2013 12.5 %, 2012 12.5 %) share in the Newspaper Licensing Agency ("NLA") from which royalty revenue of £3.0 million was received (2013 £3.3 million, 2012 £3.8 million) and £0.2 million receivable at the year end (2013 £0.2 million, 2012 £0.4 million). Commissions paid on this revenue total £0.5 million (2013 £0.6 million, 2012 £0.7 million). The amount due to the NLA at 30 September 2014 was £nil (2013 £nil, 2012 £0.1 million). Interest bearing loans of £0.4 million are due to ANL from NLA at 30 September 2014 (2013 £0.4 million, 2012 £0.4 million).
| |
Northcliffe Media Holdings Limited has a 25.0 % (2013 25.0 %, 2012 25.0 %) share in Hold the Front Page.co.uk Limited to which it provides payroll services. The amount due from Daily Mail and General Holdings Limited ("DMGH") to Hold the Front Page.co.uk Limited at 30 September 2014 was £nil (2013 £0.1 million, 2012 £nil).
| |
DMGH has a 15.6 % (2013 15.6 %, 2012 15.6 %) shareholding in The Press Association. During the year the Group received dividends of £9.3 million (2013 £1.7 million, 2012 £nil), services amounting to £2.1 million (2013 £2.6 million, 2012 £3.8 million) and the net amount due from the Press Association as at 30 September 2014 was £nil (2013 £0.1 million, 2012 £0.2 million).
| |
The Group has accrued rent and service charges payable to the Harmsworth Pension Scheme amounting to £0.6 million (2013 £0.3 million, 2012 £nil) under an agreement to guarantee the income generated from certain property assets held by the Harmsworth Pension Scheme which were purchased from the Group during a prior period.
| |
At 30 September 2014 the Group owed £1.1 million (2013 £0.9 million, 2012 £1.5 million) to the pension schemes which it operates. This amount comprised employees' and employer's contributions in respect of September 2014 payrolls which were paid to the pension schemes in October 2014.
| |
The Group recharges its principal pension schemes with costs of investment management fees. The total amount recharged during the year was £nil (2013 £nil, 2012 £0.2 million).
| |
Contributions made during the year to the Group's retirement benefit plans are set out in note 24, along with details of the Group's future funding commitments.
| |
In July 2012, the Group entered into a contingent asset partnership whereby a £150.0 million loan note, guaranteed by the Group, had been used to commit £10.8 million funding per annum to the Harmsworth Pension Scheme. Interest payable to DMG Pension Partnership Limited Partnership in the year totalled £11.1 million (2013 £11.2 million, 2012 £2.8 million). |
DMGT | ||||||||
NOTES |
28 | POST BALANCE SHEET EVENTS | ||||
Bond tender offer | |||||
On 22 September 2014 the Company announced its invitation to holders of its outstanding 2018 and 2021 bonds to tender their bonds for purchase by the Company for cash. On 30 September the Company announced the results of and cash price payable of validly tendered 2018 and 2021 bonds. The total cash price payable by the Company amounted to £193.1 million, including a premium of £39.9 million, which was paid on 1 October 2014. The derecognition of this financial liability and provision for premium payable has not been recorded in these financial statements since the financial liability was not extinguished until post year end as prescribed by IAS 39, Financial Instruments : Recognition and Measurement.
| |||||
Own shares | |||||
In November 2014 the Company announced it will cancel 22.7 million shares held in treasury.
| |||||
Acquisitions | |||||
In November 2014, Euromoney announced the acquisition of a 15.5% equity share capital in New Dealogic for £37.0 million (US$59.2 million). The investment will be funded through the sale of Euromoney's investment in Capital DATA Limited and Capital NET Limited for consideration of £53.1 million (US$85.0 million), settled by £37.0 million (US$59.2 million) of ordinary shares in New Dealogic, £2.9 million (US$4.6 million) in cash and £13.3 million (US$21.2 million) of zero-coupon redeemable preference shares in New Dealogic. The deal is expected to complete by the end of December 2014.
| |||||
The Company announced that it has commenced, through Numis Securities Ltd, an irrevocable, non-discretionary programme to purchase shares on its own behalf, to be held in treasury, during its close period which commences on 1 October 2014 and ends on 26 November 2014 with the release of the Company's Preliminary Results. The maximum value of this close period buy back programme was set at £20.0 million. |
Disposals | ||||||
In October 2014 dmg information announced completion of its disposal of Lewtan, a provider of analytical tools and data for the structured finance market, to Moody's Corporation. Lewtan's revenues were approximately £15.1 million (US$25 million) in the year to 30 September 2014. Disposal proceeds of £17.8 million ($29.6 million) were received after deducting disposal costs.
| ||||||
Following the clearance from the Competition and Markets Authority in September 2014 and expiration of a four week appeals period, dmg media's disposal of its remaining digital recruitment assets completed in October 2014. Proceeds of £92.1 million were received. |
Related Shares:
DMGT.L