We would love to hear your thoughts about our site and services, please take our survey here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksDMGT.L Regulatory News (DMGT)

  • There is currently no data for DMGT

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Half Year 2018 Results

24 May 2018 07:00

RNS Number : 1048P
Daily Mail & General Trust PLC
24 May 2018
 

 

24 May 2018

 

Daily Mail and General Trust plc ('DMGT')

Half Yearly Financial Report for the six months ended 31 March 2018

 

Performance in line with expectations and continued progress against strategic priorities

 

Highlights:

· Underlying¹ revenue growth +1%; stable underlying adjusted operating profit

o Good B2B performance: underlying revenues +4% with margin improvement

o Challenging Consumer Media conditions: underlying revenues -3%, margin 11%

· Adjusted² profit before tax up pro forma³ +8%; adjusted EPS up pro forma +2% to 24.4p

· Statutory⁴ operating profit £133m (HY 2017 £17m); statutory profit before tax £113m (£41m); statutory EPS 32.2p (155.8p)

· Interim dividend increased +3% to 7.1p

· Good progress made against key strategic priorities

· Strong financial position: net debt:EBITDA ratio of 1.2 including EDR disposal (Apr '18 proceeds)

· Recommended offer for ZPG Plc on 11 May 2018; c.£640m potential proceeds

· Outlook for the Full Year unchanged

 

 

Adjusted Results²

(from continuing and discontinued operations)

Statutory Results⁴

Half Year 2018

Half Year 2017

Change~

Half Year 2018

Half Year 2017

Pro forma³

Underlying¹

Revenue

£746m

£890m

-6%

+1%

£746m

£794m

Operating profit

£84m

£100m

+3%

+0%

£133m

£17m

Profit before tax

£103m

£105m

+8%

 

£113m

£41m

Earnings per share

24.4p

24.6p

+2%

 

32.2p

155.8p

Dividend per share

 

7.1p

6.9p

 

Paul Zwillenberg, Chief Executive, commented:

"DMGT's performance in the first half was in line with our expectations as we continue to transition the Group and execute against our three strategic priorities. We have delivered continued, broad-based growth across our B2B businesses and a strong performance from our Consumer Media business in challenging market conditions.

 

We have made good progress with increasing our portfolio focus, notably through the disposal of EDR. Most recently, the expected disposal of our stake in ZPG Plc is a clear demonstration of our long-term approach to value creation. As a result of this portfolio activity, our balance sheet will be strengthened considerably, enhancing our financial flexibility for balanced capital allocation. We have also continued to implement a series of performance improvement initiatives across the Group which are starting to gain traction.

 

Guidance for the Full Year remains unchanged. Although progress during the period was encouraging, we remain cautious about the outlook as we continue to transition the Group during challenging market conditions for some of our businesses. However, the Board remains confident that the Group's strategy and strong balance sheet will, over the medium term, deliver consistent earnings growth to underpin DMGT's long-standing commitment to sustainable annual real dividend growth."

 

Half Year 2018 Financial Results:

 

· Revenue of £746m; underlying growth +1%: the underlying growth reflects broad-based growth from Insurance Risk, EdTech, Energy Information and Events and Exhibitions and stable revenues from Property Information, partially offset by a decrease from Consumer Media.

 

· Adjusted operating profit of £84m; stable underlying performance: the growth from Insurance Risk and EdTech was offset by lower Consumer Media profits and increased Corporate costs.

 

· Statutory operating profit of £133m increased from £17m in the prior year due to reduced exceptional operating costs, the absence of impairment charges and the share of associates' gains on disposals.

 

· Income from JV's and Associates: the share of adjusted operating profit increased +14% on a pro forma basis to £41m, primarily due to growth from ZPG Plc.

 

· Profit before tax (PBT): adjusted PBT grew +8% on a pro forma basis to £103m, including finance charges of £21m (£21m) and the adverse effect of the weaker US dollar. Statutory PBT was £113m (£41m).

 

· Tax: the adjusted tax charge was £16m (£14m pro forma) and the adjusted effective tax rate increased to 15.8%, as expected, whilst statutory tax was a credit of £4m. Overall, we estimate that the impact of tax changes in the US will be largely neutral in the short term but become beneficial as US-generated profits increase.

 

· Earnings per share: adjusted EPS grew +2% on a pro forma basis to 24.4p (24.6p). Statutory EPS was 32.2p (155.8p) reflecting the prior year gain on the disposal of Euromoney.

 

· Net debt was £534m as at 31 March 2018, excluding the benefit of £146m of proceeds from the disposal of EDR, which completed in April 2018. The net debt:EBITDA ratio was 1.6 compared to 1.4 as at 30 September 2017 and 1.6 as at 31 March 2017, reflecting the usual seasonal cash outflows. Including the proceeds from EDR and excluding EDR's profits, the net debt:EBITDA ratio would have been 1.2 as at 31 March 2018.

 

· Portfolio management: the focus within the portfolio has been further increased by Xceligent's cessation of trading, the disposal of EDR and Hobsons' Solutions business and the partial sale of SiteCompli, which is now classified as an associate rather than a subsidiary. The potential disposal of DMGT's stake in ZPG Plc was announced in May 2018 and is expected to complete during the final quarter of the current financial year with c.£640m potential proceeds. The Events and Exhibitions business made two small acquisitions during the period.

 

· Outlook: the outlook and guidance for the Full Year remain unchanged, with the expectation of slower revenue growth in the second half due to challenging conditions for advertising and property information as well as timing factors. The B2B businesses are collectively expected to deliver a Full Year underlying revenue growth rate in the low-single digits and an operating margin in the mid-teens. The Consumer Media business, dmg media, is expected to experience a mid-single digit underlying decline in revenues and to deliver an operating margin of around 10%.

 

 

Half Year 2018 - segmental performance:

 

Revenue

Adjusted operating profit²

Statutory operating profit

HY18

£m

HY17

£m

Change~

HY18

£m

HY17

£m

Change~

HY18

£m

HY17

£m

Rep

UL

Rep

UL

Insurance Risk

113

117

-4%

+6%

20

16

+26%

+52%

20

13

Property Information

151

161

-6%

+0%

28

22

+29%

+1%

22

10

EdTech

33

54

-40%

+10%

3

3

+19%

N/A†

2

(5)

Energy Information

43

44

-1%

+6%

-

-

N/A

N/A†

2

(4)

Events & Exhibitions

72

69

+5%

+3%

20

21

-5%

-7%

20

21

B2B Total*

411

444

-7%

+4%

71

61

 +16%

+15%

65

35

Consumer Media

335

350

-4%

-3%

38

36

+5%

-8%

36

(5)

Corporate costs

 

(24)

(16)

+54%

+32%

(24)

(16)

DMGT Group*

746

794

-6%

+1%

84

81

+3%

+0%

77

14

* HY17 figures exclude Euromoney, so revenues and adjusted operating profit are on a pro forma³ basis. The DMGT Group statutory operating profit shown above excludes the share of operating profits from joint ventures and associates.

† Underlying operating profit performance improved by £4m for EdTech, from loss to profit, and deteriorated by £1m for Energy Information, from profit to loss.

Rep: Reported change

UL: Underlying change

 

 

Enquiries

Investors:

Tim Collier, Group CFO

 

+44 20 3615 2902

Adam Webster, Head of Management Information and Investor Relations

+44 20 3615 2903

 

Media:

Doug Campbell / Paul Durman, Teneo Blue Rubicon

 

+44 20 7260 2700

 Half Year Results presentation

A presentation of the Half Year Results will be given to investors and analysts at 9.30am on 24 May 2018, at the offices of Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT. There will also be a live webcast available on our website at www.dmgt.com/webcasthy18.

 

Next trading update

The Group's next scheduled announcement of financial information will be the third quarter trading update on 26 July 2018.

 

About DMGT

DMGT manages a diverse, multinational portfolio of companies, with total revenues of around £1.5 bn, that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment. DMGT is also a founding investor and the largest shareholder of Euromoney Institutional Investor PLC and ZPG Plc.

 

Notes

 

1 Underlying revenue or profit is revenue or operating profit on a like-for-like basis, see pages 22 and 23. Underlying results are adjusted for constant exchange rates, the exclusion of disposals and closures, the inclusion of the year-on-year organic growth from acquisitions and for the consistent timing of revenue recognition. For events, the comparisons are between events held in the year and the same events held the previous time. For Consumer Media, underlying revenues exclude low margin newsprint resale activities. For FY 2017, central dmg information costs allocated to Property Information, EdTech and Energy Information are reclassified to Corporate costs, consistent with all US central costs being included in Corporate costs in FY 2018.

 

2 Unless otherwise stated, all profit and profit margin figures in this Interim Management Report refer to adjusted results and not statutory results. The Board and management team use adjusted results, rather than statutory results, to give greater insight to the financial performance of the Group and the way that it is managed. Similarly, adjusted results are used in setting management remuneration. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, pension finance charges and fair value adjustments. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 16 to 19. Adjusted results include results from discontinued operations, specifically the Euromoney subsidiary during the first three months of Half Year 2017.

 

3 Euromoney ceased to be a subsidiary at the end of December 2016. Pro Forma Half Year 2017 figures have been restated to treat Euromoney as a c.49% owned associate for the whole period, consistent with the ownership profile during Half Year 2018. See page 15.

 

4 The statutory results are IFRS figures before any adjustments. They are for continuing operations only (excluding the discontinued operations, Euromoney, from the first three months of Half Year 2017), other than basic earnings per share since the statutory figure includes discontinued operations.

 

~ Percentages are calculated on actual numbers to one decimal place.

 

The average £: US$ exchange rate for the first half of the year was £1:$1.36 (against £1:$1.24 last year). The rate at the Half Year end was $1.40 (2017: $1.26), compared to $1.34 at the September 2017 year end.

 

 

Daily Mail and General Trust plc

Northcliffe House, 2 Derry Street,

London, W8 5TT

 

www.dmgt.co.uk

Registered in England and Wales No. 184594

 

 

Interim Management Report

This interim management report focuses principally on the adjusted results to give a more comparable indication of the Group's business performance. The adjusted results are summarised below, with the pro forma³ Half Year 2017 and pro forma Full Year 2017 comparatives:

 

Adjusted results²

 

Half Year

2018

£m

Half Year 2017

£m

(Pro Forma³)

Change~

Full Year

2017

£m

(Pro Forma³)

 

 

 
 

Revenue

746

794

-6%

1,564

 

 

 

 

 

 

 

Operating profit

84

81

+3%

179

 

Income from JV's and associates

41

36

+14%

79

 

Net finance costs

(21)

(21)

+2%

(41)

 

Profit before tax

103

96

+8%

216

 

 

 

 

 

 

 

Tax charge

(16)

(14)

+20%

(27)

 

Minority interest

-

2

-120%

4

 

Group profit

86

84

+3%

194

 

 

 

 

 

 

 

Adjusted earnings per share

24.4p

23.8p

+2%

54.8p

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Group revenue for the six months to 31 March 2018 was £746m, a decrease of 6% on both a statutory and pro forma basis, reflecting the adverse effect of the weaker US dollar relative to sterling. On an underlying¹ basis, adjusted revenue grew 1%. Underlying revenue growth was delivered in subscriptions, digital advertising, events and transactions, but was partly offset by the anticipated decline in print advertising and circulation.

 

Adjusted operating profit of £84m grew 3% on a pro forma basis, including the impact of the disposal and closure of loss-making businesses, and was stable on an underlying basis. The underlying performance reflected growth in profits from the B2B businesses, notably Insurance Risk and EdTech, a decrease from Consumer Media and, as guided to, an increase in Corporate costs. The adjusted operating margin in the period was 11%, an improvement on the pro forma 10% in the first half of the prior year, with the increase being largely attributable to Insurance Risk and Property Information.

 

Adjusted profit before tax was £103m, pro forma growth of 8%, reflecting the growth in operating profit and a 14% pro forma increase in the share of operating profits from joint ventures and associates. The adjusted tax charge was £16m, a pro forma increase of 20% on last year, due to an increase in the effective tax rate as well as the impact of increased profits. Adjusted basic earnings per share of 24.4p grew by 2% on a pro forma basis.

 

The statutory profit before tax for the period was £113m, an increase of £72m on the prior year, due to reduced exceptional costs, the absence of impairments and the benefit of the share of gains on associates' disposals. Statutory basic earnings per share were 32.2p, a reduction on the prior year which included a gain on the Euromoney transaction.

 

The table below sets out the reconciliation from statutory profit before tax to adjusted profit before tax. More detail and explanations are provided on pages 16 to 19.

 

 

 

Half Year 2018

£m

Half Year

2017

£m

Explanation

(as per pages 16 and 17)

Statutory profit before tax

113

41

 

Discontinued operations

-

525

1

Exceptional operating costs

2

23

2

Impairment of plant

-

36

3

Intangible impairment and amortisation

21

38

4

Profit on sale of assets

(41)

(530)

5

Pension finance (credit) / charge

(1)

3

6

Other adjustments

9

(29)

7

Adjusted profit before tax

103

105

 

Euromoney pro forma³ adjustment

-

(10)

 

Adjusted profit before tax (Pro Forma³)

103

96

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Progress on Strategic Priorities

DMGT's three key strategic priorities are improving operational execution, increasing portfolio focus and enhancing financial flexibility. As presented at the DMGT Investor Briefing event on 1 February 2018, the Performance Improvement Programme includes operating initiatives for each company that are aligned with each business's clear role within the Group. Good initial progress was made during the period, with initiatives across all five categories of product, commercial, operations, people and technology.

 

The focus within the portfolio has been further increased by Xceligent's cessation of trading, the disposal of EDR and Hobsons' Solutions business and the partial sale of SiteCompli. DMGT's financial flexibility has been further enhanced and, including the impact of the EDR disposal, which completed in early April 2018, the net debt:EBITDA ratio was 1.2 at the period end. The potential disposal of DMGT's c.30% stake in ZPG Plc, which is expected to complete during the final quarter of the current financial year, would be a clear demonstration of long-term value creation, further increasing portfolio focus and significantly enhancing financial flexibility. Our approach to capital allocation remains structured and disciplined. The commitment to organic investment and consistent, real dividend growth will continue to be our highest priorities. We take a balanced view on the relative merits of acquisitions, reducing net debt and returning capital to shareholders through share buy-backs.

 

Group outlook

The Group's first half performance has been in line with expectations and the outlook for the Full Year, as provided in November 2017, remains unchanged:

· The B2B businesses are collectively expected to deliver underlying revenue growth in the low-single digits and an adjusted operating margin in the mid-teens;

· The underlying rate of decline in Consumer Media's revenues is expected to be in the mid-single digits and the adjusted operating margin is expected to be around 10%;

· Corporate costs are expected to be around £45m;

· The share of adjusted operating profits from joint ventures and associates is expected to be at least £75m, excluding any impact from the ZPG Plc disposal occurring pre year end;

· Net finance costs are expected to be around £40m; and

· The effective tax rate is expected to be around 18%.

 

Business Review

 

Business to Business (B2B)

 

 

 

Half Year

2018

£m

Half Year

2017

£m

(Pro Forma³)

Change~

 

Underlying¹

Change~

Full Year

2017

£m

(Pro Forma³)

Revenue

411

444

-7%

+4%

881

Adjusted² operating profit

71

61

+16%

+15%

133

Adjusted² operating margin

17%

14%

 

 

15%

 

B2B revenues totalled £411m, up 4% on an underlying basis, with growth from EdTech, Energy Information, Insurance Risk and Events and Exhibitions whilst Property Information delivered a stable underlying performance. Revenues decreased by 7% on a pro forma basis, following disposals by the EdTech business in September and October 2017 and reflecting the weaker US dollar. B2B operating profits were £71m, up an underlying 15%, driven by Insurance Risk and EdTech. The overall B2B operating margin increased to 17% and included the benefit of a stronger Property Information margin following the closure of Xceligent in December 2017.

 

Outlook: the guidance for the B2B businesses remains unchanged. The financial performance during the remainder of the year will be impacted by the disposal of EDR, which occurred in April 2018, and by the sale of the seasonal Hobsons Admissions and Solutions businesses, which had profits weighted towards the second half. The challenging conditions facing the UK property market are also expected to continue. The underlying revenue growth rate for the Full Year is expected to be in the low-single digits and the adjusted operating margin is expected to be in the mid-teens.

 

 

Insurance Risk: RMS

 

 

Half Year

2018

£m

Half Year

2017

£m

Change~

 

Underlying¹

Change~

 

Full Year

2017

£m

Revenue

113

117

-4%

+6%

 

233

Adjusted² operating profit

20

16

+26%

+52%

 

33

Adjusted² operating margin

17%

13%

 

 

 

14%

 

RMS's revenues increased by 6% on an underlying basis, including the benefit of one-off project revenues and a 3% underlying increase in subscription revenues. Reported revenues decreased 4% to £113m due to the weaker US dollar. The adjusted operating margin improved to 17% and included the benefit of some timing differences to the cost base which are expected to reverse in the second half.

 

RMS's pipeline of models remains strong, reflecting an ongoing commitment to strengthening the business's leading market position. The new high definition US inland flood, North American wildfire and European severe convective storm models, as well as the third generation cyber models, are expected to be made available to customers by the end of calendar year 2018. Also, RiskLink18 is scheduled for release in July 2018 and will include updates to the US storm surge model as well as new and updated earthquake and typhoon models that will expand coverage across the Asia Pacific region.

 

Karen White was appointed RMS CEO in March 2018, bringing significant experience of leading enterprise software companies. RMS will continue to invest and to target growth in its core catastrophe model business. At the same time, the company will enhance its software platform, RMS(one). In order to give clients greater flexibility, a more modular approach to the delivery of RMS(one) to the market will be adopted, enabling clients to choose modules and functionality that best meets their needs over time.

 

 

Property Information

 

 

Half Year

2018

£m

Half Year

2017

£m

Change~

 

Underlying¹

Change~

 

 

Full Year

2017

£m

Revenue

151

161

-6%

+0%

 

328

Adjusted² operating profit

28

22

+29%

+1%

 

52

Adjusted² operating margin

18%

13%

 

 

 

16%

 

The focus within the US Property Information portfolio has been significantly increased this financial year. Firstly, Xceligent filed for liquidation in December 2017. Secondly, the disposal of EDR for US$205m was completed in April 2018. Thirdly, also in April 2018, DMGT reduced its stake in SiteCompli to 49%, with the founding management team now holding a majority stake in the business. SiteCompli is now classified as an associate rather than a DMGT subsidiary. The underlying performance during the period excludes these three businesses.

 

The US Property Information portfolio now comprises Trepp, a leading provider of data, analytics and technology solutions to the global securities and investment management industries, and one of DMGT's operating at scale businesses; and BuildFax, an early stage but leading provider of property condition and history data. The European Property Information portfolio continues to consist of the Landmark Information Group, including Landmark and SearchFlow in the UK and On-geo in Germany.

 

Property Information revenues were stable on an underlying basis as the growth in the US offset the decrease from the European business, which continued to face challenging conditions in the UK with lower volumes of residential transactions. The 6% reported decrease in revenues reflected the weaker US dollar and the absence of Xceligent during the second quarter. Adjusted operating profit grew by 1% on an underlying basis and the operating margin increased to 18%. The margin benefited from the absence of loss-making Xceligent during the second quarter and with central US costs, previously allocated to dmg information's cost base, now being included in Group Corporate costs in the current year.

 

 

EdTech: Hobsons

 

 

Half Year

2018

£m

Half Year

2017

£m

Change~

 

Underlying¹

Change~

 

 

Full Year

2017

£m

Revenue

33

54

-40%

+10%

 

115

Adjusted² operating profit

3

3

+19%

N/A*

 

16

Adjusted² operating margin

10%

5%

 

 

 

14%

* The underlying operating profit performance has improved from a loss to a profit, with a £4m improvement.

 

EdTech revenues grew by an underlying 10%, with continued growth from each of Hobsons' three product lines: Naviance, the K-12 career and college planning solution; Intersect, the higher education matching business, and Starfish, the higher education student retention and success platform. The disposal of the Admissions and Solutions businesses in September and October 2017 respectively resulted in reported revenues decreasing to £33m. Adjusted operating profit was £3m, in line with the prior year, but a £4m improvement on an underlying basis. Due to the seasonality of the Admissions and Solutions businesses, the adverse profit impact will be more pronounced during the second half of the year than it was in the first half.

 

 

Energy Information: Genscape

 

 

Half Year

2018

£m

Half Year

2017

£m

Change~

 

Underlying¹

Change~

 

 

Full Year

2017

£m

Revenue

43

44

-1%

+6%

 

88

Adjusted² operating profit

-

-

N/A

N/A*

 

2

Adjusted² operating margin

0%

0%

 

 

 

2%

* The underlying operating profit performance has deteriorated from a profit to a loss, with a £1m change.

 

Energy Information revenues grew by an underlying 6%, with continued strong growth from the core Oil, Power and Gas sectors and a reduction in the rate of decline from the solar business, Locus Energy. Including the adverse effect of the weaker US dollar, revenue decreased slightly to £43m. An efficiency and performance improvement programme has been instigated by the new management team which resulted in some non-exceptional restructuring costs being incurred during the period. The breakeven profit performance during the period also reflected a larger proportion of payroll costs being expensed directly, with reduced capitalisation.

 

 

Events and Exhibitions: dmg events

 

 

Half Year

2018

£m

Half Year

2017

£m

Change~

 

Underlying¹

Change~

Full Year

2017

£m

Revenue

72

69

+5%

+3%

117

Adjusted² operating profit

20

21

-5%

-7%

31

Adjusted² operating margin

28%

31%

 

 

26%

       

 

Events and Exhibitions revenues increased by 3% on an underlying basis. Big 5 Dubai and ADIPEC, two of the business's three large events, were held in November 2017 and collectively delivered mid-single digit underlying revenue growth. The Index interior design show occurred in March 2018, having previously been held in May 2017. Although the Index show was a smaller event this year, the timing benefit supported the 5% year-on-year growth in total revenues in the period to £72m, despite the weaker US dollar. The operating margin was 28%, a slight reduction compared to the prior year, due to expected increased costs for the major shows, notably ADIPEC. Two small businesses were also acquired in the period, with events in the construction and hotel interior design sectors.

 

The Gastech event, one of the three large events in the portfolio, is being held in Barcelona in September 2018 and is expected to generate less revenue than the April 2017 Tokyo event, which benefited from Japan being the largest LNG market. An additional Index Elements event will also be held in September 2018, however, and this is expected to offset the Gastech impact. In FY 2019, all three of the business's large events will occur; Gastech, which has historically been on an 18 month cycle, will be held in Houston in September 2019.

 

 

Consumer Media: dmg media

 

 

Half Year

2018

£m

Half Year

2017

£m

Change~

 

Underlying¹

Change~

Full Year

2017

£m

Revenue:

 

 

 

 

 

 

Daily Mail / The Mail on Sunday

219

234

-6%

-6%

 

455

MailOnline

61

60

+2%

+5%

 

119

Mail Businesses

280

293

-5%

-4%

 

574

Metro

37

34

+8%

+8%

 

68

Newsprint and other continuing

18

18

+2%

 

 

36

Sub-total

335

345

-3%

-3%

 

678

Elite Daily and 7 Days

-

5

-100%

 

 

5

Total Revenue

335

350

-4%

-3%

 

683

 

 

 

 

 

 

 

Adjusted² operating profit

Adjusted² operating margin

38

11%

36

10%

+5%

 

-8%

 

 

77

11%

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Revenue decreased by an underlying 3% to £335m. As expected, the underlying growth from MailOnline (+5%), was more than offset by decreasing circulation revenues (-6%) and declines in print advertising (-3%). Total advertising revenues were in line with last year on an underlying basis. Including the impact of the disposal of Elite Daily in April 2017, reported revenues decreased by 4%.

 

Revenues for the combined Mail newspaper and website businesses (Daily Mail, The Mail on Sunday and MailOnline) decreased by an underlying 4% to £280m. A 6% reduction in circulation revenue, to £147m, and a 9% decline in print advertising revenue, to £64m, was partly offset by MailOnline, which grew revenues by an underlying 5%, to £61m. Continued declining circulation volumes were partly offset by the benefit of the cover price increase of The Mail on Sunday from £1.70 to £1.80 in October 2017. The Mail brand remains strong, which is reflected in the large market shares held by the Daily Mail and The Mail on Sunday of 23.4% and 22.0% respectively∞.

 

MailOnline continues to grow the number of visitors coming directly to its site. Indirect traffic, notably via search and social platforms, has reduced however, and this resulted in total average daily global unique browsers during the period decreasing by 9% to 13.6m. These challenging market conditions resulted in the slowing underlying revenue growth rate for MailOnline in the period. Total advertising revenues across the combined Mail newspaper and website businesses were £124m, an underlying decrease of 3%.

 

Metro delivered a robust revenue performance in the context of a declining print advertising market, growing revenues by 8% to £37m, including the benefit of taking on four franchises from Trinity Mirror in January 2017 and a further two in January 2018.

 

Adjusted operating profit for the period grew by 5% to £38m, including the benefit from disposing of the loss-making Elite Daily business. Profits decreased by 8% on an underlying basis, as the reduction in the Mail newspapers' cost base and improved contribution from MailOnline only partially offset the adverse effect of decreasing circulation and print advertising revenues. The operating margin in the period was 11%. The operating margin in the same period last year was 10% although, excluding Elite Daily and 7 Days to give a like-for-like comparison, it would have been 12%.

 

Outlook: the Consumer Media outlook remains unchanged. The challenging conditions in the advertising market are expected to continue and further declines in circulation volumes are anticipated. The underlying rate of decline in Consumer Media revenues for the Full Year is expected to be in the mid-single digits and the operating margin is expected to be around 10%.

 

 

Corporate costs

 

 

Half Year 2018

£m

Half Year 2017

£m

Change~

 

Underlying¹

Change~

Full Year

2017

£m

Corporate costs²

(24)

(16)

+54%

+32%

(32)

 

Corporate costs were £24m, an underlying increase of 32% after adjusting for US based costs previously within dmg information's cost base. The increase was largely due to payroll costs, given the strengthening of central functions, including strategy, technology and talent, to better support, monitor and review businesses and to assess potential capital allocation decisions.

 

Outlook: Corporate costs are expected to be around £45m in FY 2018.

 

 

Joint Ventures & Associates

 

Share of pre-tax operating profits²

Half Year

2018

£m

Half Year

2017

£m

(Pro Forma³)

Change~

 

 

Full Year

2017

£m

(Pro Forma³)

Euromoney Institutional Investor PLC

27

26

+6%

 

56

ZPG Plc

17

12

+47%

 

25

Other joint ventures and associates

(4)

(2)

+100%

 

(2)

Total joint ventures and associates

41

36

+14%

 

79

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

The Group's share of adjusted operating profits from joint ventures and associates was £41m, a 14% pro forma increase on the prior year. The share of profits from DMGT's c.49% stake in Euromoney was £27m, up 6% on last year on a pro forma basis. Euromoney released its Half Year results on 17 May 2018 and reported underlying revenue growth of 4% in the period, driven by 11% growth from its events businesses, and a 6% increase in adjusted profit before tax. In April 2018, Euromoney disposed of its Global Markets Intelligence Division and, including the proceeds, the company is now in a net cash position.

 

The share of adjusted operating profits from DMGT's c.30% stake in ZPG Plc increased 47% to £17m. ZPG released its Half Year results on 23 May 2018 and reported revenue growth of 33% and a 41% increase in adjusted EBITDA, including the benefit of acquisitions, with strong growth across both the Property and Comparison divisions. In May 2018, DMGT gave an irrevocable undertaking to accept Silver Lake's offer to acquire DMGT's entire holding of 131m ZPG shares for £4.90 per share. The ZPG disposal is expected to complete during the final quarter of the current financial year with c.£640m of potential proceeds.

 

The share of operating profits and losses from other joint ventures and associates, which are mainly early stage businesses, was a net loss of £4m (HY 2017 £2m). The increase was largely due to investment in consumer businesses, notably DailyMailTV which has been renewed for a second season following its successful launch in September 2017.

 

Outlook: the results during the second half of the year will be adversely affected by Euromoney's disposal of its Global Markets Intelligence Division. The Full Year share of operating profits from joint ventures and associates is expected to be at least £75m, excluding any impact from ZPG Plc disposal occuring pre year end.

 

 

Net finance costs

 

 

Half Year

2018

£m

Half Year

2017

£m

(Pro Forma³)

Change~

 

Full Year

2017

£m

(Pro Forma³)

Net interest payable and similar charges²

(21)

(21)

+2%

(41)

 

Net interest payable and similar charges, including DMGT's share of associates' interest costs, was £21m, a 2% increase on the prior year. DMGT benefited from lower average debt levels during the period but the interest payable was adversely affected by an increase in the share of associates' interest payable to £3m, from £2m in the prior period.

 

The pension finance credit, which is excluded from adjusted results, was £1m for the period, reflecting the pension surplus on an accounting basis. This compared to a £3m charge for the same period last year and £5m charge for the prior Full Year.

 

Outlook: net finance costs for the Full Year are expected to be around £40m.

 

 

Other income statement items

 

· Exceptional items and amortisation

The exceptional cash items in the period amounted to a credit of £2m in respect of previously accrued legal fees. This was a significant reduction compared to the £20m charge for exceptional cash items in the first half of the prior year. Total exceptional operating costs, including those of joint ventures and associates, were £2m in the period (HY 2017 £23m).

 

The charge for amortisation of intangible assets arising on business combinations, including the share from joint ventures and associates, was £19m (HY 2017 £26m). There were no impairment charges in the period, other than DMGT's £2m share of associates' charges, whereas the Group incurred a £35m charge in respect of the Didcot printing plant in the first half of the prior year. The Group recorded other net gains on disposal of businesses and investments of £41m, primarily from Euromoney's disposal of its investment in Dealogic (HY 2017 gain £530m).

 

· Taxation

The adjusted tax charge of £16m (HY 2017 £14m pro forma³) is stated after adjusting for the effect of exceptional items. As expected, the adjusted tax rate for the half year was 15.8%, an increase on the pro forma basis 14.2% in Half Year 2017, due to new legislation substantively enacted during the period restricting the use of historic UK losses. The rate for the Half Year is lower than the expected rate of 18% for the Full Year, due to the majority of profits in low tax countries being earned in the first half of the year.

 

The statutory tax credit for the period was £4m and the share of associates' tax charge amounted to £10m. There were £10m of exceptional tax credits including a one-off non-cash tax credit of £16m on the revaluation of the Group's US deferred tax liabilities as a result of the reduction in the US federal tax rate.

 

Outlook: the US 'Tax Cuts and Jobs Act' was enacted during the period, reducing the federal tax rate but also introducing various measures to fund that reduction, including restrictions to the deductibility of interest costs and amendments to the taxation of non-US subsidiaries. Overall, we assess the impact of tax changes in the US to be largely neutral for DMGT in the short term, but to be beneficial over time as our US-generated profits increase. The effective tax rate for the Full Year is still expected to be around 18%. The rate is then expected to increase further over the next few years, to over 20%.

 

 

Pensions

The net surplus on the Group's defined benefit pension schemes increased from £62m at the start of the year to £79m at the half year (calculated in accordance with IAS 19 (Revised)), with an increase in the value of assets exceeding the increase in the value of the defined benefit obligation. Funding payments into the main schemes during the period were £13m and are expected to continue at least until the next triennial actuarial valuation as the schemes remain in deficit on an actuarial basis. The defined benefit schemes are closed to new entrants.

 

 

Net debt and cash flow

Net debt at the end of the period was £534m, an increase of £70m since the start of the financial year, reflecting the usual seasonal cash outflows. The net debt:EBITDA ratio was 1.6. Cash outflows in the period included dividends of £56m, interest payments of £17m, pension funding payments of £13m and taxation of £1m. Net expenditure on acquisitions and investments, including proceeds from disposals, was £17m. Group operating cash flow was £24m in the period, including £26m of capital expenditure, and was adversely affected by the usual seasonal outflows. The seasonality was also reflected in the 28% conversion rate of operating profits to operating cash flow, an improvement on the 22% pro forma³ rate in the prior year.

 

The Group's adjusted cash operating income, which is calculated by adding back depreciation and amortisation and by deducting capital expenditure from Group adjusted operating income, was £87m in the period. This metric, a Group key performance indicator, reflects the cash generation of the Group's subsidiary businesses and improved by 4% on a pro forma basis, from £84m in the prior year.

 

The Group broadly matches the profile of its net debt by currency to the components of its operating cash flow by currency. The strengthening of sterling, notably against the US dollar, resulted in a favourable debt revaluation of £11m during the period.

 

Including the benefit of the proceeds from the disposal of EDR, which completed in April 2018, and eliminating EDR's profits, the net debt:EBITDA ratio would have been 1.2 at the period end. Net debt is typically at its peak at around the half year, due to the timing of the payment of the prior year's final dividend and other annual payments. The potential disposal of DMGT's c.30% stake in ZPG Plc was announced in May 2018. The disposal is expected to complete during the final quarter of the current financial year, with c.£640m proceeds, which will strengthen the balance sheet further.

 

In December 2017, Standard & Poor's revised its corporate credit rating for DMGT from BBB- to BB+, following the reduction in DMGT's profit margin due to the deconsolidation of Euromoney. In January 2018, Fitch reaffirmed DMGT's BBB- investment grade rating. In March 2018, DMGT renewed its bank facilities, with largely similar terms, and the Group now has £415m of facilities available until March 2023, in addition to £424m of bond debt at the period end.

 

The Directors consider that the Group has adequate resources to continue in operational existence for at least the next twelve months. Accordingly, they continue to adopt the going concern basis in preparing the half yearly report.

 

Financing

During the first half of the year, the Group acquired 0.7m 'A' Ordinary Shares for £5m in order to meet obligations to provide shares under its incentive plans. In addition, 1.4m shares were used from the Employee Benefit Trust, valued at £10m, to provide shares under various incentive plans. As at 31 March 2018, DMGT had 354.3m shares in issue, including 19.9m Ordinary Shares, and a further 7.8m 'A' Ordinary Shares held in Treasury and the Employee Benefit Trust∂.

 

Dividend

The Board has declared an interim dividend of 7.1 pence per Ordinary and 'A' Ordinary Non-Voting share (HY 2017 6.9 pence) which will be paid on 29 June 2018 to shareholders on the register at the close of business on 8 June 2018.

 

 

 

Pro Forma Half Year 2017 and Full Year 2017 adjusted results

 

Euromoney ceased to be a c.67% owned subsidiary and became a c.49% owned associate with effect from 29 December 2016. As a subsidiary, 100% of Euromoney's revenue and operating profit was included in DMGT's results whereas as an associate, DMGT recognises its share of operating profits. The tables below make revisions to Half Year 2017 and Full Year 2017 to treat Euromoney as a c.49% owned associate for the whole period, consistent with the ownership profile during the current year.

 

Group summary

Adjusted results²

(from continuing and

Half Year

2017

£m

Full Year

2017

£m

 

discontinued operations)

 

 

Reported

Revision

Pro Forma³

Reported

Revision

Pro Forma³

 

Revenue

890

(95)

794

1,660

(95)

1,564

 

 

 

 

 

 

 

 

 

Operating profit

100

(19)

81

198

(19)

179

 

Income from JV's and associates

26

9

36

69

9

79

 

Net finance costs

(21)

-

(21)

(42)

-

(41)

 

Profit before tax

105

(10)

96

226

(10)

216

 

 

 

 

 

 

 

 

 

Tax charge

(15)

2

(14)

(29)

2

(27)

 

Minority interest

(3)

5

2

(1)

5

4

 

Group profit

87

(3)

84

196

(3)

194

 

 

 

 

 

 

 

 

 

Earnings per share

24.6p

(0.8)p

23.8p

55.6p

(0.8)p

54.8p

 

 

 

 

 

 

 

 

 

Operating profit margin

11%

 

10%

12%

 

11%

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

Business to business (B2B)

Adjusted results²

(from continuing and

Half Year

2017

£m

Full Year

2017

£m

 

discontinued operations)

 

Reported

Revision

Pro Forma³

Reported

Revision

Pro Forma³

 

Revenue

540

(95)

444

976

(95)

881

 

Operating profit

80

(19)

61

152

(19)

133

 

Operating margin

15%

 

14%

16%

 

15%

 

 

 

Euromoney Institutional Investor

Adjusted results²

(from continuing and

Half Year

2017

£m

Full Year

2017

£m

 

discontinued operations)

 

Reported

Revision

Pro Forma³

Reported

Revision

Pro Forma³

 

Revenue

95

(95)

-

95

(95)

-

 

Operating profit

19

(19)

-

19

(19)

-

 

Operating margin

20%

 

N/A

20%

 

N/A

 

 

 

Adjusted results: statutory profit before tax (PBT) reconciliation to adjusted PBT

The Board and management team use adjusted results, rather than statutory results, to give greater insight to the financial performance of the Group and the way it is managed. Similarly, adjusted results are used in setting management remuneration. Adjusted results exclude certain items which, if included, could distort the understanding of performance during the period and the comparability between periods.

 

The tables on pages 18 and 19 show the adjustments between statutory profit before tax and adjusted profit before tax, by business, for both the first half of FY 2018 (HY 2018) and HY 2017.

 

The explanation for each type of adjustment is as follows:

1) Discontinued operations: the adjusted results for HY 2017 include the pre-disposal results of discontinued operations, namely Euromoney, in which DMGT reduced its stake from c.67% to c.49% in December 2016, whereas statutory results only include continuing operations.

2) Exceptional operating costs: businesses occasionally incur exceptional costs, including severance and consultancy fees, in respect of a reorganisation that is incremental to normal operations. Similarly, for the Group's B2B businesses, there may be legal costs in respect of litigation that are outside the ordinary course of business and sufficiently material to be treated as an exceptional cost. These are excluded from adjusted results.

3) Impairment of plant: occasionally the carrying value of an asset in the balance sheet is considered to be greater than the value in use or the fair value less costs to sell and it is appropriate to impair it. The associated charge is excluded from adjusted results since it is unrelated to the ongoing cost of doing business. The ongoing depreciation and amortisation of tangible assets and software, including products, is, however, an everyday cost of doing business and is included in both statutory and adjusted results. A reorganisation may also result in the write-off of the carrying value of tangible fixed assets, as was the case during HY 2017 when dmg media closed its Didcot printing plant, and this expense is excluded from adjusted results.

4) Intangible impairment and amortisation: when acquiring businesses, the premium paid relative to the net assets on the balance sheet of the acquired business is classified as either goodwill or as an intangible asset arising on a business combination and is recognised on DMGT's balance sheet. This differs to organically developed businesses where assets such as employee talent and customer relationships are not recognised on the balance sheet. Impairment and amortisation of intangible assets and goodwill arising on acquisitions are excluded from adjusted results as they relate to historical M&A activity and future expectations rather than the trading performance of the business during the period. An example is the impairment during the second half of FY 2017 of the goodwill and intangible assets associated with the US Property Information business, Xceligent.

5) Profit on sale of assets: the Group makes gains or losses when disposing of businesses, for example on the disposal of Euromoney shares when DMGT reduced its stake from c.67% to c.49%. These items are excluded from adjusted results as they reflect the value created since the business was formed or acquired rather than the operating performance of the business during the period. Similarly, the gains or losses made by joint ventures or associates when disposing of businesses are excluded from adjusted results.

6) Pension finance charge: the finance charge or credit on defined benefit schemes is a formulaic calculation that does not necessarily reflect the underlying economics associated with the relevant pension assets and liabilities. It is effectively a notional charge and is excluded from adjusted results.

7) Other adjustments: other items that are excluded from adjusted results include changes in the fair value of certain financial instruments and changes to future acquisition payments. They are considered to be unrelated to the ongoing cost of doing business. The share of joint ventures' and associates' tax charges is included in statutory profit before tax but, since it is a tax charge, is excluded from adjusted profit before tax. The share of joint ventures' and associates' interest charges is reclassified to financing costs in the adjusted results

 

 

Reconciliation: Statutory profit to adjusted profit - Half Year 2018

 

 

£ millions

Note

IRA

PIB

ETC

EID

E&EE

CMF

CCG

JV&AH

DMGT Group

 

Statutory operating profit

 

20

22

2

2

20

36

(24)

56

133

 

Exceptional operating costs

2

-

2

-

(4)

-

1

-

2

2

Intangible impairment and amortisation

4

-

4

1

2

-

-

-

13

21

Associates' profit on sale of assets

5

 

 

 

 

 

 

 

(43)

(43)

 

Exclude JV's & Associates

 

 

 

 

 

 

 

 

28

(28)

 

Adjusted operating profit

 

20

28

3

-

20

38

(24)

 

84

 

 

 

£ millions

Note

IRA

PIB

ETC

EID

E&EE

CMF

CCG

JV&AH

FCI

DMGT Group

 

Statutory PBT

 

20

25

(6)

2

20

37

(24)

56

(16)

113

 

Profit on sale of assets

5

-

(3)

8

-

-

(1)

(1)

(43)

-

(41)

 

Operating profit adjustments (∞ above)

2, 4

-

6

2

(2)

-

2

-

15

-

22

Total ∞

Pension finance charge

6

-

-

-

-

-

-

-

-

(1)

(1)

 

Other adjustments

7

-

-

-

1

-

-

-

13

(4)

9

 

Adjusted PBT

 

20

28

2

-

20

38

(24)

41

(21)

103

 

 

Notes:

The figures in the Note column above correspond with explanations of the adjustments given on pages 16 and 17.

A IR = Insurance Risk, B PI = Property Information, C ET = EdTech, D EI = Energy Information, E E&E = Events and Exhibitions, F CM = Consumer Media, G CC = Corporate costs, H JV&A = Joint ventures and Associates, I FC = Financing costs

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Reconciliation: Statutory profit to adjusted profit - Half Year 2017

 

£ millions

Note

IRA

PIB

ETC

EID

E&EE

ERMF

CMG

CCH

JV&AI

DMGT Group

 

Statutory operating profit

 

13

10

(5)

(4)

21

-

(5)

(16)

3

17

 

Discontinued operations

1

-

-

-

-

-

13

-

-

(1)

12

 

Exceptional operating costs

2

3

6

5

1

-

1

5

-

3

23

Impairment of plant

3

-

-

-

-

-

-

35

-

-

36

Intangible impairment and amortisation

4

-

6

2

3

-

5

-

-

20

38

Associates' profits on sale of assets

5

 

 

 

 

 

 

 

 

(1)

(1)

 

Exclude JV's & Associates

 

 

 

 

 

 

 

 

 

24

(24)

 

Adjusted operating profit

 

16

22

3

-

21

19

36

(16)

 

100

 

 

 

£ millions

Note

IRA

PIB

ETC

EID

E&EE

ERMF

CMG

CCH

JV&AI

FCJ

DMGT Group

 

Statutory PBT

 

13

10

(6)

(3)

21

-

13

(16)

3

7

41

 

Discontinued operations

1

-

-

-

-

-

525

-

-

1

(1)

525

 

Profit on sale of assets

5

-

-

1

-

-

(512)

(18)

-

(1)

-

(530)

 

Operating profit adjustments (∞ above)

2, 3, 4

3

12

7

4

-

6

41

-

23

-

96

Total ∞

Pension finance charge

6

-

-

-

-

-

-

-

-

-

3

3

 

Other adjustments

7

-

-

-

-

-

-

1

-

1

(30)

(29)

 

Adjusted PBT

 

16

22

3

-

21

19

36

(16)

26

(21)

105

 

 

Notes:

The figures in the Note column above correspond with explanations of the adjustments given on pages 16 and 17.

A IR = Insurance Risk, B PI = Property Information, C ET = EdTech, D EI = Energy Information, E E&E = Events and Exhibitions, F ERM = Euromoney, G CM = Consumer Media, H CC = Corporate costs, I JV&A = Joint ventures and Associates, J FC = Financing costs

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

Reconciliation: Adjusted results including and excluding discontinued operations

 

 

 

Half Year 2017

 

£ million

Adjusted results including discontinued operations

 

 

 

Discontinued operations

Adjusted results excluding discontinued operations

 

 

 

 

 

 

Revenues

 

 

 

 

Continuing operations

794

-

794

 

Discontinued operations

95

95

-

 

Total Revenue

890

95

794

 

 

 

 

 

 

Operating Profit

 

 

 

 

Continuing operations

81

-

81

 

Discontinued operations

19

19

-

 

Total Operating Profit

100

19

81

 

 

 

 

 

 

Operating margin %

11%

20%

10%

 

 

 

Notes:

The discontinued operations refer to Euromoney.

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

 

 

Cash operating income

 

 

 

Half Year 2017

 

£ million

Reported

Revision

Pro Forma

 

Half Year 2018

 

 

 

 

 

 

Adjusted Group operating profit

100

(19)

81

 

84

Add: Depreciation of tangible fixed assets

18

(1)

17

 

13

Add: Amortisation of intangible assets (e.g. products and software)

24

(1)

23

 

16

Less: Purchase of tangible fixed assets

(14)

3

(12)

 

(16)

Less: Expenditure on intangible fixed assets (e.g. products and software)

(27)

1

(26)

 

(10)

DMGT Cash operating income

101

(18)

84

 

87

 

 

 

 

 

 

 

 

Notes:

The Pro Forma revision is to exclude Euromoney, consistent with Half Year 2018.

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

 

 

 

Underlying analysis - Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Half Year 2018

 

Half Year 2017

£ millions

%

 

Underlying

M&A

Other

Reported

 

Underlying

M&A

Exchange

Other

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Risk

+6%

 

113

-

-

113

 

107

-

(10)

-

117

Property Information

+0%

 

117

(34)

-

151

 

117

(38)

(6)

-

161

EdTech

+10%

 

33

-

-

33

 

30

(21)

(4)

-

54

Energy Information

+6%

 

43

-

-

43

 

41

-

(3)

-

44

Events and Exhibitions

+3%

 

72

-

-

72

 

70

1

(6)

6

69

Euromoney

N/A

 

-

-

-

-

 

-

(95)

-

-

95

B2B

+4%

 

377

(34)

-

411

 

363

(153)

(29)

6

540

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Media

-3%

 

318

-

(17)

335

 

326

(5)

(2)

(17)

350

 

 

 

 

 

 

 

 

 

 

 

 

 

DMGT Group

+1%

 

695

(34)

(17)

746

 

690

(158)

(31)

(11)

890

 

 

 

 

 

 

 

 

 

 

 

 

 

                 

 

Notes:

M&A adjustments are for disposals and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. In April 2018, EDR was sold and SiteCompli ceased to be a subsidiary and both businesses are excluded from the underlying growth rates. 'Other' includes adjustments for the timing of shows at Events and Exhibitions, for the consistent timing of revenue recognition and for the gross-up, equivalent to the cost of sales, on the low margin resale of newsprint 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 profit²

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Half Year 2018

 

Half Year 2017

 

£ millions

%

 

Underlying

M&A

Other

Reported

 

Underlying

M&A

Exchange

Other

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Risk

+52%

 

20

-

-

20

 

13

-

(3)

-

16

 

Property Information

+1%

 

27

(1)

-

28

 

27

4

(1)

2

22

 

EdTech

N/A*

 

3

-

-

3

 

(1)

(5)

-

1

3

 

Energy Information

N/A*

 

-

-

-

-

 

1

-

-

1

-

 

Events and Exhibitions

-7%

 

20

-

(1)

20

 

21

-

(2)

2

21

 

Euromoney

N/A

 

-

-

-

-

 

-

(19)

-

-

19

 

B2B

+15%

 

69

(1)

(1)

71

 

61

(19)

(5)

5

80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Media

-8%

 

38

-

-

38

 

41

4

-

-

36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate costs

-32%

 

(24)

-

-

(24)

 

(19)

-

-

(3)

(16)

 

Operating profit

+0%

 

83

(1)

(1)

84

 

83

(15)

(5)

2

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                              

 

Notes:

M&A adjustments are for disposals and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. In April 2018, EDR was sold and SiteCompli ceased to be a subsidiary and both businesses are excluded from the underlying growth rates. 'Other' includes adjustments for the timing of shows at Events and Exhibitions, for the consistent timing of revenue recognition and for the gross-up, equivalent to the cost of sales, on the low margin resale of newsprint activities. For FY 2017, central dmg information costs allocated to Property Information, EdTech and Energy Information are reclassified to Corporate costs, consistent with all US central costs being included in Corporate costs in FY 2018; this adjustment is also included in 'Other'.

 

Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

* The underlying performance improved by £4m for EdTech and deteriorated by £1m for Energy Information.

 

 

 

 

Principal risks and uncertainties

The principal risks and uncertainties that affect the Group on an ongoing basis are described in our 2017 Annual Report. These are still considered to be the most relevant risks and uncertainties for the Group at this time and they are summarised below.

 

Strategic Risks

· Market disruption creates opportunities as well as risks. Disruption enables us to move into new markets and geographies to grow the business. Failure to anticipate and respond to market disruption may affect the demand for our products and services and our ability to drive long-term growth.

 

· Internal investments in new products and services, and developments of existing products and services, may fail to achieve customer acceptance and yield expected benefits.

 

· Economic and geopolitical uncertainty.

 

· Acquisitions and investments not delivering as expected, portfolio changes not delivering expected benefits, or not divesting from non-core businesses at the right time.

 

· Failure to secure and retain the right people for senior and business critical roles.

 

Operational Risks

· Information security breach or cyberattack.

 

· Reliance on key third parties; a failure of one of our critical third parties may cause disruption to business operations.

 

· Compliance with laws and regulations across multiple jurisdictions. Readiness for the General Data Protection Regulation, which comes into effect on 25 May 2018, has been a specific focus area for the Group.

 

· Pension scheme deficit within our newspaper business, certain other businesses and DMGT head office.

 

 

Statement of Directors' responsibilities

The Directors are responsible for preparing the Half Yearly Financial Report, in accordance with applicable law and regulations.

 

The Directors confirm that to the best of their knowledge:

 

a) this Condensed set of Financial Statements which should be read in conjunction with the annual financial statements for the year ended 30 September 2017 and has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union; and

 

b) the Interim Management Report includes a fair review of the information required by the Financial Conduct Authority's Disclosure and Transparency Rules 4.2.7R and 4.2.8R.

 

By order of the Board of Directors

 

The Viscount Rothermere

Chairman

23 May 2018

 

Notes

1 Underlying revenue or profit is revenue or operating profit on a like-for-like basis, see pages 22 and 23. Underlying results are adjusted for constant exchange rates, the exclusion of disposals and closures, the inclusion of the year-on-year organic growth from acquisitions and for the consistent timing of revenue recognition. For events, the comparisons are between events held in the year and the same events held the previous time. For Consumer Media, underlying revenues exclude low margin newsprint resale activities. For FY 2017, central dmg information costs allocated to Property Information, EdTech and Energy Information are reclassified to Corporate costs, consistent with all US central costs being included in Corporate costs in FY 2018.

 

2 Unless otherwise stated, all profit and profit margin figures in this Interim Management Report refer to adjusted results and not statutory results. The Board and management team use adjusted results, rather than statutory results, to give greater insight to the financial performance of the Group and the way that it is managed. Similarly, adjusted results are used in setting management remuneration. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, pension finance charges and fair value adjustments. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 16 to 19. Adjusted results include results from discontinued operations, specifically the Euromoney subsidiary during the first three months of Half Year 2017.

 

3 Euromoney ceased to be a subsidiary at the end of December 2016. Pro Forma Half Year 2017 figures have been restated to treat Euromoney as a c.49% owned associate for the whole period, consistent with the ownership profile during Half Year 2018. See page 15.

 

4 The statutory results are IFRS figures before any adjustments. They are for continuing operations only (excluding the discontinued operations, Euromoney, from the first three months of Half Year 2017), other than basic earnings per share since the statutory figure includes discontinued operations.

 

~ Percentages are calculated on actual numbers to one decimal place.

 

∞ Since late December 2017, dmg media has stopped making multiple copy sales of the Daily Mail and The Mail on Sunday; for example, to airlines to give to their customers free of charge. Multiple copy sales previously accounted for approximately 5% of both the Daily Mail's and The Mail on Sunday's circulation volumes. Despite this impact, the Daily Mail's 23.4% average market share during the six months to March 2018 was in line with a 23.4% average during the six months to March 2017 and The Mail on Sunday's 22.0% average market share during the six months to March 2018 was in line with a 22.0% average during the six months to March 2017. Circulation market share figures are calculated using ABC's March 2018 and March 2017 National Newspapers Reports and exclude digital subscribers.

 

As at the end of 31 March 2018, there were 4,812,419 'A' Ordinary Shares held in Treasury and 3,023,124 'A' Ordinary Shares held by the DMGT Employee Benefit Trust.

 

The average £: US$ exchange rate for the first half of the year was £1:$1.36 (against £1:$1.24 last year). The rate at the Half Year end was $1.40 (2017: $1.26), compared to $1.34 at the September 2017 year end.

 

All references to profit or margin in this interim management report are to adjusted profit or margin, except where reference is made to statutory profit.

 

For further information

 

For analyst and institutional enquiries:

 

 

Tim Collier, Group CFO

+44 20 3615 2902

 

Adam Webster, Head of Management Information and Investor Relations

+ 44 20 3615 2903

For media enquiries

Doug Campbell / Paul Durman, Teneo Blue Rubicon

 

+44 20 7260 2700

 

Half Year Results presentation

A presentation of the Half Year Results will be given to investors and analysts at 9.30am on 24 May 2018, at the offices of Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT. There will also be a live webcast available on our website at www.dmgt.com/webcasthy18.

 

Next trading update

The Group's next scheduled announcement of financial information will be the third quarter trading update on 26 July 2018.

 

 

This Interim Management Report ('IMR') 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 IMR save as would arise under English law. Statements contained in this IMR 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 IMR. The Group undertakes no obligation to release any update of, or revisions to, any forward-looking statements, opinions (which are subject to change without notice) or any other information or statement contained in this IMR. 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.

 

 

 

Independent review report to Daily Mail and General Trust plc

 

Report on the Condensed Consolidated Financial Statements

 

· Our conclusion

We have reviewed Daily Mail and General Trust plc's Condensed Consolidated Financial Statements (the "interim financial statements") in the Half Yearly Financial Report of Daily Mail and General Trust plc for the six month period ended 31 March 2018. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

· What we have reviewed

The interim financial statements comprise:

· the Condensed Consolidated Statement of Financial Position as at 31 March 2018;

· the Condensed Consolidated Income Statement and Condensed Consolidated Statement of Comprehensive Income for the period then ended;

· the Condensed Consolidated Cash Flow Statement for the period then ended;

· the Condensed Consolidated Statement of Changes in Equity for the period then ended; and

· the explanatory notes to the interim financial statements.

The interim financial statements included in the Half Yearly Financial Report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

 

Responsibilities for the interim financial statements and the review

 

· Our responsibilities and those of the directors

The Half Yearly Financial Report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Half Yearly Financial Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

Our responsibility is to express a conclusion on the interim financial statements in the Half Yearly Financial Report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

· What a review of interim financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

 

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

We have read the other information contained in the Half Yearly Financial Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

 

 

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

23 May 2018

 

a) The maintenance and integrity of the Daily Mail and General Trust plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim financial statements since they were initially presented on the website.

b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

 

Shareholder Information

 

Financial Calendar (provisional)

 

2018

 

24 May

Half yearly financial report released

7 June

Interim ex-dividend date

8 June

Interim record date

21 June

Payment of interest on bonds

29 June

Payment of interim dividend

26 July

Third quarter trading update

30 September

Year end

29 November

Announcement of Full Year 2018 results

6 December

Ex-dividend date

7 December

Record date

7 December

Payment of interest on bonds

 

 

Contacts

 

Daily Mail and General Trust plc

Northcliffe House

2 Derry Street

London

W8 5TT

Email: adam.webster@dmgt.com

 

Auditor

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RH

Stockbrokers

Credit Suisse International

One Cabot Square

London

E14 4QJ

Registrars

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

London

E14 5JP

 

 

   

 

For further investor information and contacts, please visit the Company's website at

www.dmgt.com.

 

 

 

 

 

DMGT plc

 

 

 

 

 

Condensed Consolidated Income Statement

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

 

 

 

 

 

Note

£m

£m

£m

 

CONTINUING OPERATIONS

 

 

 

 

 

Revenue

2

745.8

794.3

1,564.3

 

 

 

 

 

 

 

Adjusted operating profit

2, (i)

83.8

81.1

179.0

 

Exceptional operating income/(expense), impairment of internally generated and acquired computer software, property, plant and equipment

2

0.8

(54.4)

(166.2)

 

Amortisation and impairment of acquired intangible assets arising on business combinations and impairment of goodwill

2

(7.8)

(12.5)

(158.2)

 

 

 

 

 

 

 

Operating profit/(loss) before share of results of joint ventures and associates

2

76.8

14.2

(145.4)

 

Share of results of joint ventures and associates

3

55.8

2.9

16.9

 

Total operating profit/(loss)

 

132.6

17.1

(128.5)

 

 

 

 

 

 

 

Other gains and losses

4

(2.8)

16.7

14.0

 

Profit/(loss) before investment revenue, net finance costs and tax

 

129.8

33.8

(114.5)

 

 

 

 

 

 

 

Investment revenue

5

1.9

1.6

2.5

 

 

 

 

 

 

 

Finance expense

 

(20.9)

(23.7)

(43.8)

 

Finance income

 

2.6

29.2

43.5

 

Net finance (expense)/income

6

(18.3)

5.5

(0.3)

 

 

 

 

 

 

 

Profit/(loss) before tax

 

113.4

40.9

(112.3)

 

Tax

7

3.9

(9.9)

(64.7)

 

Profit/(loss) after tax from continuing operations

 

117.3

31.0

(177.0)

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

20

 

 

 

 

Profit from discontinued operations

 

-

519.3

519.3

 

Profit for the period

 

117.3

550.3

342.3

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

Owners of the Company

 

114.1

549.5

345.3

 

Non-controlling interests *

 

3.2

0.8

(3.0)

 

Profit for the period

 

117.3

550.3

342.3

 

 

 

 

 

 

 

Earnings/(loss) per share

10

 

 

 

 

From continuing operations

 

 

 

 

 

Basic

 

32.2p

8.6p

(49.3)p

 

Diluted

 

31.8p

8.4p

(48.5)p

 

From discontinued operations

 

 

 

 

 

Basic

 

- p

147.2p

147.1p

 

Diluted

 

- p

144.9p

144.8p

 

From continuing and discontinued operations

 

 

 

 

 

Basic

 

32.2p

155.8p

97.8p

 

Diluted

 

31.8p

153.3p

96.3p

 

Adjusted earnings per share

 

 

 

 

 

Basic

 

24.4p

24.6p

55.6p

 

Diluted

 

24.1p

24.2p

54.7p

 

 

 

 

 

 

 

 

 

 

 

 

*

Continuing operations

 

3.2

(2.5)

(6.4)

 

Discontinued operations

 

-

3.3

3.4

 

 

 

3.2

0.8

(3.0)

 

 

(i) Adjusted operating profit is defined as total operating profit from continuing operations before share of results of joint ventures and associates, exceptional operating costs, impairment of goodwill and intangible assets, amortisation of acquired intangible assets arising on business combinations and impairment of property, plant and equipment.

 

DMGT plc

 

 

 

 

Condensed Consolidated Statement of Comprehensive Income

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

 

 

 

 

£m

£m

£m

Profit for the period

 

117.3

550.3

342.3

 

 

 

 

 

Items that will not be reclassified to Consolidated Income Statement

 

 

 

 

Actuarial gain on defined benefit pension schemes

 

4.4

191.5

299.1

Losses on hedges of net investments in foreign operations of non-controlling interests

-

(5.5)

(5.5)

Foreign exchange differences on translation of foreign operations of non-controlling interests

(0.2)

11.2

11.4

Tax relating to items that will not be reclassified to Consolidated Income Statement

(0.7)

(31.0)

(49.3)

 

 

 

 

 

Total items that will not be reclassified to Consolidated Income Statement

 

3.5

166.2

255.7

 

 

 

 

 

Items that may be reclassified subsequently to Consolidated Income Statement

 

 

 

Gains/(losses) on hedges of net investments in foreign operations

 

12.0

(16.2)

4.5

Cash flow hedges:

 

 

 

 

Profits/(losses) arising during the period

 

4.3

3.8

(0.6)

Transfer of (gain)/loss on cash flow hedges from translation reserve to

Consolidated Income Statement

-

(3.3)

1.1

Share of joint ventures' and associates' items of other comprehensive income

 

(7.1)

0.2

(9.7)

Translation reserves recycled to Consolidated Income Statement on disposals

 

(4.1)

54.1

49.4

Foreign exchange differences on translation of foreign operations

 

(11.9)

27.3

8.7

 

 

 

 

 

Total items that may be reclassified subsequently to Consolidated Income Statement

(6.8)

65.9

53.4

 

 

 

 

 

Other comprehensive (expense)/income for the period

 

(3.3)

232.1

309.1

 

 

 

 

 

Total comprehensive income for the period

 

114.0

782.4

651.4

 

 

 

 

 

Attributable to:

 

 

 

 

Owners of the Company

 

111.0

772.9

645.7

Non-controlling interests

 

3.0

9.5

5.7

 

 

 

 

 

 

 

114.0

782.4

651.4

 

 

 

 

 

Continuing operations

 

114.0

182.7

51.7

Discontinued operations

 

-

599.7

599.7

 

 

114.0

782.4

651.4

 

 

 

 

 

Total comprehensive income/(expense) for the year from continuing operations attributable to:

 

 

Owners of the Company

 

111.0

185.2

54.2

Non-controlling interests

 

3.0

(2.5)

(2.5)

 

 

114.0

182.7

51.7

 

DMGT plc

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statement of Changes in Equity

 

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

 

 

 

 

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 2016

45.3

17.8

5.0

(88.7)

11.9

359.8

351.1

178.2

529.3

Profit for the period

-

-

-

-

-

549.5

549.5

0.8

550.3

Other comprehensive income for the period

-

-

-

-

65.6

157.8

223.4

8.7

232.1

Total comprehensive income for the period

-

-

-

-

65.6

707.3

772.9

9.5

782.4

Issue of share capital

-

-

-

-

-

-

-

0.5

0.5

Dividends

-

-

-

-

-

(53.9)

(53.9)

-

(53.9)

Own shares acquired in the period

-

-

-

(28.3)

-

-

(28.3)

-

(28.3)

Disposal of Euromoney treasury shares held by Euromoney

-

-

-

14.1

-

-

14.1

-

14.1

Own shares transferred on exercise of share options

-

-

-

37.5

-

-

37.5

-

37.5

Changes in non-controlling interests following disposal of Euromoney

-

-

-

-

-

-

-

(171.1)

(171.1)

Other transactions with non-controlling interests

-

-

-

-

-

-

-

(0.3)

(0.3)

Adjustment to equity following increased stake in controlled entity

-

-

-

-

-

0.5

0.5

(2.6)

(2.1)

Adjustment to equity following decreased stake in controlled entity

-

-

-

-

-

(0.3)

(0.3)

0.3

-

Credit to equity for share-based payments

-

-

-

-

-

0.9

0.9

0.1

1.0

Settlement of exercised share options of subsidiaries

-

-

-

-

-

(33.0)

(33.0)

-

(33.0)

Deferred tax on other items recognised in equity

-

-

-

-

-

(1.1)

(1.1)

-

(1.1)

 

 

 

 

 

 

 

 

 

 

At 31 March 2017

45.3

17.8

5.0

(65.4)

77.5

980.2

1,060.4

14.6

1,075.0

 

 

 

 

 

 

 

 

 

 

At 30 September 2016

45.3

17.8

5.0

(88.7)

11.9

359.8

351.1

178.2

529.3

Profit/(loss) for the year

-

-

-

-

-

345.3

345.3

(3.0)

342.3

Other comprehensive income for the year

-

-

-

-

63.0

237.4

300.4

8.7

309.1

Total comprehensive income for the year

-

-

-

-

63.0

582.7

645.7

5.7

651.4

Issue of share capital

-

-

-

-

-

-

-

0.5

0.5

Dividends

-

-

-

-

-

(78.3)

(78.3)

-

(78.3)

Own shares acquired in the year

-

-

-

(28.6)

-

-

(28.6)

-

(28.6)

Disposal of Euromoney treasury shares held by Euromoney

-

-

-

14.1

-

-

14.1

-

14.1

Own shares transferred on exercise of share options

-

-

-

38.9

-

-

38.9

-

38.9

Changes in non-controlling interests following disposal of Euromoney

-

-

-

-

-

-

-

(171.1)

(171.1)

Other transactions with non-controlling interests

-

-

-

-

-

-

-

(0.1)

(0.1)

Adjustment to equity following increased stake in controlled entity

-

-

-

-

-

0.4

0.4

(2.6)

(2.2)

Adjustment to equity following decreased stake in controlled entity

-

-

-

-

-

(0.3)

(0.3)

0.3

-

Credit to equity for share-based payments

-

-

-

-

-

4.0

4.0

0.1

4.1

Settlement of exercised share options of subsidiaries

-

-

-

-

-

(38.4)

(38.4)

-

(38.4)

Deferred tax on other items recognised in equity

-

-

-

-

-

(0.4)

(0.4)

-

(0.4)

 

 

 

 

 

 

 

 

 

 

At 30 September 2017

45.3

17.8

5.0

(64.3)

74.9

829.5

908.2

11.0

919.2

Profit for the period

-

-

-

-

-

114.1

114.1

3.2

117.3

Other comprehensive (loss)/income for the period

-

-

-

-

0.3

(3.4)

(3.1)

(0.2)

(3.3)

Total comprehensive income for the period

-

-

-

-

0.3

110.7

111.0

3.0

114.0

Dividends

-

-

-

-

-

(55.9)

(55.9)

-

(55.9)

Own shares acquired in the year

-

-

-

(4.6)

-

-

(4.6)

-

(4.6)

Own shares transferred on exercise of share options

-

-

-

11.0

-

-

11.0

-

11.0

Changes in non-controlling interests following disposal of businesses

-

-

-

-

-

-

-

 0.6

 0.6

Credit to equity for share-based payments

-

-

-

-

-

4.9

4.9

-

4.9

Settlement of exercised share options of subsidiaries

-

-

-

-

-

(12.1)

(12.1)

-

(12.1)

 

 

 

 

 

 

 

 

 

 

At 31 March 2018

 45.3

17.8

5.0

(57.9)

75.2

877.1

962.5

 14.6

 977.1

 

DMGT plc

 

 

 

 

Condensed Consolidated Statement of Financial Position

 

 

 

 

At 31 March 2018

 

 

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

Note

£m

£m

£m

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Goodwill

11

356.8

572.2

363.1

Other intangible assets

11

196.1

343.8

213.0

Property, plant and equipment

12

99.4

 131.5

103.3

Investments in joint ventures

 

1.5

4.1

0.2

Investments in associates

 

771.0

734.8

735.2

Available-for-sale investments

17

33.5

8.2

 30.6

Trade and other receivables

 

22.5

 11.3

 20.5

Other financial assets

17

18.1

 13.7

 15.5

Derivative financial assets

17

5.0

 20.7

 4.6

Retirement benefit assets

23

88.8

 54.3

 73.4

Deferred tax assets

 

71.2

130.7

 75.9

 

 

 1,663.9

2,025.3

1,635.3

Current assets

 

 

 

 

Inventories

 

23.0

25.6

26.6

Trade and other receivables

 

248.9

 292.6

236.8

Current tax receivable

 

7.4

 15.8

9.6

Other financial assets

17

7.2

 21.3

 14.5

Derivative financial assets

17

0.9

 3.8

 3.0

Cash and cash equivalents

 

15.6

13.3

14.6

Total assets of businesses held-for-sale

21

120.5

-

 107.8

 

 

423.5

372.4

412.9

 

 

 

 

 

Total assets

 

 2,087.4

2,397.7

2,048.2

 

 

 

 

 

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

(433.9)

(498.9)

(502.7)

Current tax payable

 

(1.9)

(3.7)

(1.7)

Acquisition put option commitments

17

(0.6)

(0.5)

(0.6)

Borrowings

15

(226.0)

(8.8)

(9.4)

Derivative financial liabilities

17

(4.5)

-

(0.4)

Provisions

 

(41.4)

(52.2)

(43.6)

Total liabilities of businesses held-for-sale

21

(37.7)

-

(29.0)

 

 

(746.0)

(564.1)

(587.4)

 

 

 

 

 

Non-current liabilities

 

 

 

 

Trade and other payables

 

(2.2)

(2.9)

(2.9)

Acquisition put option commitments

17

(7.1)

(9.7)

(7.4)

Borrowings

15

(317.3)

(561.7)

(470.3)

Derivative financial liabilities

17

(6.0)

(44.6)

(18.8)

Retirement benefit obligations

23

(9.4)

(97.3)

(11.0)

Provisions

 

(15.0)

(32.9)

(19.1)

Deferred tax liabilities

 

(7.3)

(9.5)

(12.1)

 

 

(364.3)

(758.6)

(541.6)

 

 

 

 

 

Total liabilities

 

(1,110.3)

(1,322.7)

(1,129.0)

 

 

 

 

 

Net assets

 

977.1

1,075.0

919.2

 

DMGT plc

 

 

 

 

Condensed Consolidated Statement of Financial Position continued

 

 

At 31 March 2018

 

 

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

Note

£m

£m

£m

SHAREHOLDERS' EQUITY

 

 

 

 

Called-up share capital

 

45.3

45.3

45.3

Share premium account

 

17.8

17.8

17.8

Share capital

22

63.1

63.1

63.1

 

 

 

 

 

Capital redemption reserve

 

5.0

 5.0

5.0

Revaluation reserve

 

-

-

-

Own shares

 

(57.9)

(65.4)

(64.3)

Translation reserve

 

75.2

77.5

74.9

Retained earnings

 

877.1

980.2

829.5

 

 

 

 

 

Equity attributable to owners of the Company

 

962.5

1,060.4

908.2

Non-controlling interests

 

14.6

 14.6

 11.0

 

 

 

 

 

 

 

977.1

1,075.0

919.2

 

DMGT plc

 

 

 

 

Condensed Consolidated Cash Flow Statement

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

Note

£m

£m

£m

Cash generated by operations

13

26.4

61.3

 232.7

Taxation paid

 

(12.3)

(13.3)

(18.1)

Taxation received

 

10.8

0.7

4.9

Net cash generated by operating activities

 

24.9

48.7

 219.5

 

 

 

 

 

Investing activities

 

 

 

 

Interest received

 

0.3

0.1

2.4

Dividends received from joint ventures and associates

 

17.1

28.5

35.9

Dividends received from available-for-sale investments

 

0.1

0.1

0.1

Purchase of property, plant and equipment

12

(15.7)

(14.3)

(21.1)

Expenditure on internally generated intangible fixed assets

11

(10.4)

(26.3)

(57.7)

Expenditure on other intangible assets

11

(0.2)

(0.2)

(0.2)

Purchase of available-for-sale investments

 

(3.4)

(0.1)

(19.4)

Proceeds on disposal of property, plant and equipment and investment property

12

-

0.1

0.7

Proceeds on disposal of available-for-sale investments

 

1.0

-

-

Purchase of subsidiaries

18

(7.2)

(23.9)

(26.7)

Settlements and collateral receipts/(payments) on treasury derivatives

 

16.1

(13.6)

2.8

Investment in joint ventures and associates

 

(1.5)

(0.5)

(2.3)

Loans advanced to joint ventures and associates

 

(7.3)

-

(2.7)

Loans to joint ventures and associates repaid

 

-

8.6

8.6

(Costs)/proceeds on disposal of businesses

19

(5.2)

 217.8

215.8

Proceeds on disposal of joint ventures and associates

 

5.4

0.7

2.4

Net cash (used in)/generated by investing activities

 

(10.9)

177.0

138.6

 

 

 

 

 

Financing activities

 

 

 

 

Purchase of additional interests in controlled entities

18

-

(2.1)

(2.1)

Equity dividends paid

8

(55.9)

(53.9)

(78.3)

Issue of shares by Group companies to non-controlling interests

 

-

0.5

0.5

Purchase of own shares

22

(4.6)

(28.3)

(28.6)

Net (payment)/receipt on settlement of subsidiary share options

 

(1.5)

4.4

0.5

Interest paid

 

(17.2)

(16.8)

(34.7)

Loan notes repaid

 

-

(0.5)

(0.6)

Repayments of obligations under finance lease agreements

 

-

(0.2)

(0.7)

Inception of finance leases

 

-

0.3

0.5

Increase/(decrease) in bank borrowings

15

66.6

(140.1)

(224.9)

Net cash used in financing activities

 

(12.6)

(236.7)

(368.4)

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

1.4

(11.0)

(10.3)

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

7.4

17.5

17.5

Exchange (loss)/gain on cash and cash equivalents

 

(0.3)

0.5

0.2

 

 

 

 

 

Net cash and cash equivalents at end of period

14

8.5

7.0

7.4

 

 

DMGT plc

 

 

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

 

1

Basis of preparation

 

 

 

 

 

 

 

 

 

 

The information for the 6 months ended 31 March 2018 and 31 March 2017 and for the year ended 30 September 2017 does not constitute statutory accounts for the purposes of section 435 of the Companies Act 2006. A copy of the accounts for the year ended 30 September 2017 has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

 

The Group's business activities are split into six operating divisions : Insurance Risk (previously named RMS), Property Information, EdTech and Energy Information (all previously known as dmg information), Events and Exhibitions (previously named dmg events) and Consumer Media (previously named dmg media). 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 of acquired intangible assets arising on business combinations, impairment charges, other gains and losses, net finance costs and taxation.

 

Other than the Daily Mail, The Mail on Sunday and Metro businesses, the Group prepares accounts for a 6 month period ending on 31 March. The Daily Mail, The Mail on Sunday and Metro businesses prepare financial statements for a 26 or 27 week financial period ending on a Sunday near to the end of March and do not prepare additional financial statements corresponding to the Group's financial period 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 period of these businesses and the end of the Group's financial period and makes any material adjustments as appropriate.

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the interim management report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the condensed financial statements and notes. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least one year from the date of the half yearly financial report date. Accordingly, they continue to adopt the going concern basis in preparing the half yearly report.

 

The Annual Report and Accounts of DMGT plc are prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as adopted by the European Union. These condensed financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union.

 

The Group presents the results from discontinued operations separately from those of continuing operations. An operation is classed as discontinued if it has been, or is in the process of being disposed and represents either a separate major line of business or a geographical area of operations, or is part of a single coordinated plan to dispose of a separate major line of business or exit a major geographical area of operations.

 

Although not required by IAS 34, comparative figures for the Condensed Consolidated Income Statement for the year ended 30 September 2017 and the Condensed Consolidated Statement of Financial Position at 31 March 2017 have been included on a voluntary basis.

 

These Group Condensed Financial Statements have been prepared in accordance with the accounting policies set out in the 2017 Annual Report and Accounts, as amended, where appropriate by the application of certain new or amended accounting standards in the period, described below, with the exception of changes in estimates that are required in determining the interim provision for income taxes. These policies are expected to be followed in the preparation of the full financial statements for the financial year ending 30 September 2018.

 

Impact of new accounting standards

 

 

 

 

 

 

 

 

A number of new and amended IFRS's have been adopted in the period, none had any significant impact on the Group's financial statements.

 

Other than IFRS 15 Revenue from Contracts with Customers and IFRS 16 Leases, the adoption of standards, amendments and interpretations which have been issued but are not yet effective is not expected to have a material impact on the Group's financial statements.

 

IFRS 15, effective for the 2019 fiscal year introduces additional guidance surrounding performance obligations within sales contracts and the timing of revenue recognition. In 2016 the Group commenced a project to evaluate the impact of IFRS 15 but due to the complexity of this new accounting standard and the number of different revenue streams in the Group, the impact is still being evaluated.

 

IFRS 16, effective for the 2020 fiscal year will require lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value eliminating the distinction between operating and finance leases. The new standard will also replace the operating lease expense with a depreciation charge for the leased assets and an interest expense on the corresponding lease liability. Lessors will continue to classify leases as operating or finance, with IFRS 16's approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

 

The Group is in the process of assessing the impact of this standard.

 

 

DMGT plc

 

 

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

 

1

Basis of preparation continued

 

 

 

 

 

 

 

 

 

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, the Directors have made the following judgements concerning the amounts recognised in the consolidated financial statements.

 

Adjusted measures

 

 

 

 

 

 

 

 

 

The Group presents adjusted operating profit and adjusted profit before tax by making adjustments for costs and profits which management believe to be significant by virtue of their size, nature or incidence or which have a distortive effect on current year earnings.

 

Such items would include, but are not limited to, closure costs, costs associated with business combinations, gains and losses on the disposal of businesses, finance costs relating to premia on bond buy backs, fair value movements, exceptional operating costs, impairment of goodwill and amortisation and impairment of intangible assets arising on business combinations.

 

The Board and management team believe these adjusted results, used in conjunction with statutory IFRS results, give a greater insight into the financial performance of the Group and the way it is managed. Similarly, adjusted results are used in setting management remuneration.

 

A description of each adjustment is set out in the Financial Review together with a reconciliation of operating profit to adjusted operating profit.

 

See note 9 for a reconciliation of profit before tax to adjusted profit.

 

 

 

 

 

Investment in Euromoney

 

 

 

 

 

 

 

 

 

Following loss of control the Group has also considered factors which may indicate de facto control. The Group has determined that it does not have de facto control over Euromoney since it cannot block any ordinary resolutions, which comprise the majority of corporate actions, has no control over the remuneration of Euromoney's directors and has no control over Euromoney's day-to-day operations nor budgets. In addition, the Group has no material trading activities or relationships which are critical for Euromoney to carry out its business. The Group's relationship with Euromoney is monitored on an ongoing basis to ensure no change in this assessment.

 

The following represent critical judgements, involving estimations, that have the most significant effect on the amounts recognised in the financial statements :

 

Forecasting

 

 

 

 

 

 

 

 

 

The Group prepares medium-term forecasts based on Board-approved budgets and up to four-year outlooks. These are used to support estimates made in the preparation of the Group's financial statements including the recognition of deferred tax assets, 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 or other assets are impaired or whether a reversal of an impairment should be recorded requires a comparison of the balance sheet carrying value with the recoverable amount of the asset or cash-generating unit (CGU). The recoverable amount is the higher of the value in use and fair value less costs to sell. The value in use calculation requires management to estimate the future cash flows expected to arise from the asset or CGU and calculate the net present value of these cash flows using a suitable discount rate. A key area of judgement is deciding the long-term growth rate and the operating cash flows of the applicable businesses and the discount rate applied to those cash flows. The carrying amount of goodwill and intangible assets at 31 March 2018 was £552.9 million (31 March 2017 £916.0 million, 30 September 2017 £576.1 million) after an impairment loss on continuing operations of £nil (6 months to 31 March 2017 £nil, 12 months to 30 September 2017 £213.4 million) was recognised during the period (note 2).

 

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, to be used. The Group recognises intangible assets acquired as part of a business combination at fair value at the date of the acquisition. The determination of these fair values is based upon estimates 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 and put options payable

 

 

 

 

 

 

 

Estimates are required in respect of the amount of contingent consideration and put options 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 and put options likely to become payable at each period end date, the major assumption being the level of future profits of the acquired business. At 31 March 2018 the Group had outstanding contingent consideration payable amounting to £14.3 million (31 March 2017 £33.1 million, 30 September 2017 £17.0 million), and put option commitments amounting to £7.7 million (31 March 2017 £10.2 million, 30 September 2017 £8.0 million).

 

 

DMGT plc

 

 

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

 

1

Basis of preparation continued

 

 

 

 

 

 

 

 

 

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 actual tax liabilities or refunds may differ from those anticipated due to changes in tax legislation, differing interpretations of tax legislation and uncertainties surrounding the application of tax legislation. 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. In situations where uncertainties exist, provision is made for contingent tax liabilities and assets when it is more likely than not that there will be a cash impact. These provisions are made for each uncertainty individually on the basis of management judgement following consideration of the available relevant information. The measurement basis adopted represents the best predictor of the resolution of the uncertainty which is usually based on the most likely cash outflow. The Group reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances.

 

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 Condensed Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Condensed Consolidated Statement of Changes in Equity. The carrying amount of the net retirement benefit obligation at 31 March 2018 was a surplus of £79.4 million (31 March 2017 a deficit of £43.0 million, 30 September 2017 a surplus of £62.4 million). Further details are given in note 23.

 

 

DMGT plc

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

2

Segment analysis

 

 

 

 

 

 

The Group's business activities are split into six operating divisions: Insurance Risk (previously named RMS), Property Information, EdTech, Energy Information (all previously known as dmg information), Events and Exhibitions (previously named dmg events) and Consumer Media (previously named dmg media). 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 of acquired intangible assets arising on business combinations, impairment charges, other gains and losses, net finance costs and taxation.

 

The results from the Group's Events and Exhibitions segment are impacted by the seasonality of exhibitions and conferences held in each accounting period. The impact of this seasonality and details of the types of products and services from which each segment derives its revenues are included within the business review.

 

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 1.

 

 

Unaudited 6 months ended

31 March 2018

 

Total and external revenue

Segment operating profit/(loss)

Less operating profit/(loss) of joint ventures and associates

Adjusted operating profit/(loss)

 

 

Note

£m

£m

£m

£m

 

Insurance Risk

 

112.6

18.9

(0.7)

19.6

 

Property Information

 

151.3

27.9

0.1

27.8

 

EdTech

 

32.5

3.2

-

3.2

 

Energy Information

 

43.1

(0.5)

(0.3)

(0.2)

 

Events and Exhibitions

 

71.7

20.2

-

20.2

 

Consumer Media

 

334.6

52.4

14.8

37.6

 

 

 

745.8

122.1

13.9

108.2

 

Corporate costs

 

-

2.3

26.7

(24.4)

 

 

 

745.8

 

 

 

 

Adjusted operating profit

 

 

 

 

83.8

 

Exceptional operating income, impairment of internally generated and acquired computer software, property, plant and equipment

0.8

 

Amortisation of acquired intangible assets arising on business combinations

 

 

(7.8)

 

Operating profit before share of results of joint ventures and associates

 

 

76.8

 

Share of results of joint ventures and associates

3

 

 

 

55.8

 

Total operating profit

 

 

 

 

132.6

 

Other gains and losses

4

 

 

 

(2.8)

 

Profit before investment revenue, net finance costs and tax

 

 

 

129.8

 

Investment revenue

5

 

 

 

1.9

 

Finance expense

6

 

 

 

(20.9)

 

Finance Income

6

 

 

 

2.6

 

Profit before tax

 

 

 

 

113.4

 

Tax

7

 

 

 

3.9

 

Profit for the period

 

 

 

 

117.3

 

 

An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and impairment of property, plant and equipment and investment property by segment is as follows:

 

 

Unaudited 6 months ended

31 March 2018

 

 

Amortisation of intangible assets not arising on business combinations

Amortisation of intangible assets arising on business combinations

Exceptional operating income/(costs)

 

 

 

 

£m

£m

£m

 

Insurance Risk

 

 

(7.5)

-

-

 

Property Information

 

 

(1.8)

(4.3)

(1.5)

 

EdTech

 

 

(2.4)

(1.4)

(0.1)

 

Energy Information

 

 

(1.6)

(1.7)

3.8

 

Events and Exhibitions

 

 

-

(0.3)

-

 

Consumer Media

 

 

(2.3)

(0.1)

(1.4)

 

Total and continuing operations

 

 

(15.6)

(7.8)

0.8

 

 

 

 

 

 

 

 

The Group's exceptional operating costs are analysed as follows :

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

 

Severance costs

Other

Legal fees

Total

 

 

 

 

 

(i)

 

 

 

 

£m

£m

£m

£m

 

Property Information

 

0.1

-

(1.6)

(1.5)

 

EdTech

 

0.2

(0.3)

-

(0.1)

 

Energy Information

 

-

-

3.8

3.8

 

Consumer Media

 

(0.1)

(1.3)

-

(1.4)

 

Total and continuing operations

 

0.2

(1.6)

2.2

0.8

 

 

The Group's tax charge includes a related credit of £0.7 million in relation to these exceptional operating costs.

 

(i)

Exceptional charges in the Property Information segment relate to fees paid to the Group's lawyers in defence of various claims brought against businesses in this segment. The exceptional credit in the Energy Information segment relates to a release of provisions no longer required.

 

 

DMGT plc

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

2

Segment analysis continued

 

 

 

 

 

 

 

 

An analysis of the depreciation of property, plant and equipment and investment property, research costs, investment revenue, finance income and finance expense by segment is as follows:

 

 

Unaudited 6 months ended

31 March 2018

 

Depreciation of property, plant and equipment

Research costs

Investment revenue

Finance income

Finance expense

 

 

 

£m

£m

£m

£m

£m

 

Insurance Risk

 

(2.2)

(27.8)

0.2

-

-

 

Property information

 

(1.4)

(0.1)

-

-

-

 

EdTech

 

(0.3)

-

0.7

-

-

 

Energy Information

 

(1.8)

(0.6)

0.1

-

(0.8)

 

Events and Exhibitions

 

(0.3)

-

-

-

-

 

Consumer Media

 

(7.3)

-

-

-

(0.5)

 

 

 

(13.3)

(28.5)

1.0

-

(1.3)

 

Corporate costs

 

(0.1)

-

0.9

2.6

(19.6)

 

Total and continuing operations

 

(13.4)

(28.5)

1.9

2.6

(20.9)

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended 31 March 2017

 

 

Total and external revenue

Segment operating profit/(loss)

Less operating profit/(loss) of joint ventures and associates

Adjusted operating profit/(loss)

 

 

 

Note

£m

£m

£m

£m

 

Insurance Risk

 

 

 116.7

 14.9

(0.6)

 15.5

 

Property Information

 

 

 161.0

 21.6

-

 21.6

 

EdTech

 

 

 54.4

 2.5

(0.2)

 2.7

 

Energy Information

 

 

 43.7

(0.4)

(0.4)

-

 

Events and Exhibitions

 

 

 68.5

 21.2

-

 21.2

 

Euromoney

 

 

 95.2

 35.8

16.5

 19.3

 

Consumer Media

 

 

 350.0

 46.5

10.6

 35.9

 

 

 

 

 889.5

142.1

25.9

116.2

 

Corporate costs

 

 

-

(16.2)

(0.4)

(15.8)

 

Discontinued operations

 

20, (i)

(95.2)

(35.8)

(16.5)

(19.3)

 

 

 

 

794.3

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 81.1

 

Exceptional operating income, impairment of internally generated and acquired computer software, property, plant and equipment

(54.4)

 

Amortisation of acquired intangible assets arising on business combinations

 

 

(12.5)

 

Operating profit before share of results of joint ventures and associates

 

 

 

14.2

 

Share of results of joint ventures and associates

3

 

 

 

2.9

 

Total operating profit

 

 

 

 

 

17.1

 

Other gains and losses

 

4

 

 

 

16.7

 

Profit before investment revenue, net finance costs and tax

 

 

 

33.8

 

Investment revenue

 

5

 

 

 

 1.6

 

Finance expense

 

6

 

 

 

(23.7)

 

Finance income

 

6

 

 

 

 29.2

 

Profit before tax

 

 

 

 

 

40.9

 

Tax

 

7

 

 

 

(9.9)

 

Profit from discontinued operations

 

20

 

 

 

 519.3

 

Profit for the period

 

 

 

 

 

550.3

 

(i)

Revenue and adjusted operating profit relating to the discontinued operations of Euromoney have been deducted in order to reconcile total segment result to Group profit before tax from continuing operations.

 

An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and impairment of property, plant and equipment and investment property by segment is as follows:

 

 

Unaudited 6 months ended 31 March 2017

 

 

Amortisation of intangible assets not arising on business combinations

Amortisation of intangible assets arising on business combinations

Exceptional operating costs

Impairment of property, plant and equipment (i)

 

 

 

Note

£m

£m

£m

£m

 

Insurance Risk

 

 

(9.5)

-

(2.9)

-

 

Property Information

 

 

(3.1)

(6.4)

(5.5)

-

 

EdTech

 

 

(4.6)

(2.4)

(5.0)

-

 

Energy Information

 

 

(3.0)

(3.3)

(0.5)

-

 

Events and Exhibitions

 

 

-

(0.3)

-

-

 

Euromoney

 

 

(0.9)

(5.4)

(0.9)

-

 

Consumer Media

 

 

(2.4)

(0.1)

(5.2)

(35.3)

 

Total and continuing operations

 

 

(23.5)

(17.9)

(20.0)

(35.3)

 

Relating to discontinued operations

 

20

 0.9

 5.4

0.9

-

 

Continuing operations

 

 

(22.6)

(12.5)

(19.1)

(35.3)

 

(i)

Following continued declines in the UK printing market the Group decided to close its Didcot print site, resulting in an impairment charge of £35.3 million.

 

 

DMGT plc

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

2

Segment analysis continued

 

 

 

 

 

 

 

 

The Group's exceptional operating costs are analysed as follows :

 

 

 

 

 

Unaudited 6 months ended 31 March 2017

Severance costs

Consultancy charges

Other

Legal fees

Contingent consideration required to be shown as remuneration

Total

 

 

 

 

 

(i)

 

 

 

 

£m

£m

£m

£m

£m

£m

 

Insurance Risk

0.3

(3.2)

-

-

-

(2.9)

 

Property Information

(3.2)

 

-

(2.3)

-

(5.5)

 

EdTech

(3.6)

(1.4)

-

-

-

(5.0)

 

Energy Information

(0.5)

-

-

-

-

(0.5)

 

Euromoney

-

(0.1)

-

(0.8)

-

(0.9)

 

Consumer Media

(2.4)

-

(2.9)

-

0.1

(5.2)

 

Total and continuing operations

(9.4)

(4.7)

(2.9)

(3.1)

0.1

(20.0)

 

Relating to discontinued operations

-

0.1

-

0.8

-

0.9

 

Continuing operations

(9.4)

(4.6)

(2.9)

(2.3)

0.1

(19.1)

 

 

The Group's tax charge includes a related credit of £6.5 million in relation to these exceptional operating costs.

 

 

(i)

Exceptional legal fees in Property Information relate to fees paid to the Group's lawyers in relation to a claim by CoStar Inc against Xceligent Inc (Xceligent) asserting, inter alia, misuse by Xceligent of CoStar's intellectual property. Xceligent filed a motion to dismiss on the basis that CoStar's actions were contrary to the FTC consent order which was put in place when Xceligent was spun out of CoStar's acquisition of LoopNet. The damages claimed have not been quantified. The Group has made no provision for any claim.

 

 

An analysis of the depreciation of property, plant and equipment and investment property, research costs, investment revenue, and net finance costs by segment is as follows:

 

 

Unaudited 6 months ended 31 March 2017

 

Depreciation of property, plant and equipment

Research costs

Investment revenue

Finance Income

Finance expense

 

 

Note

£m

£m

£m

£m

£m

 

Insurance Risk

 

(2.9)

(20.5)

 0.2

-

-

 

Property Information

 

(2.3)

(0.1)

 0.5

9.8

(0.1)

 

EdTech

 

(1.0)

(0.4)

-

0.4

-

 

Energy Information

 

(2.0)

(2.9)

-

14.4

-

 

Events and Exhibitions

 

(0.3)

-

-

-

-

 

Euromoney

 

(0.8)

(2.5)

-

-

(0.7)

 

Consumer Media

 

(8.8)

-

 0.8

-

(1.8)

 

 

 

(18.1)

(26.4)

1.5

24.6

(2.6)

 

Corporate costs

 

(0.1)

-

 0.1

4.6

(21.8)

 

Total and continuing operations

 

(18.2)

(26.4)

1.6

29.2

(24.4)

 

Relating to discontinued operations

20

0.8

 2.5

-

 

 0.7

 

Continuing operations

 

(17.4)

(23.9)

1.6

29.2

(23.7)

 

 

 

 

 

 

 

 

 

Audited year ended 30 September 2017

 

 

Total and external revenue

Segment operating profit/(loss)

Less operating profit/(loss) of joint ventures and associates

Adjusted operating profit/(loss)

 

 

 

Note

£m

£m

£m

£m

 

Insurance Risk

 

 

 233.2

 32.0

(0.8)

 32.8

 

Property Information

 

 

 328.0

 52.0

0.1

 51.9

 

EdTech

 

 

 114.9

 16.1

(0.2)

 16.3

 

Energy Information

 

 

 87.8

 1.1

(0.7)

 1.8

 

Events and Exhibitions

 

 

 117.0

 30.6

-

 30.6

 

Euromoney

 

 

 95.2

 67.3

48.0

 19.3

 

Consumer Media

 

 

 683.4

 99.2

22.0

 77.2

 

 

 

 

1,659.5

 298.3

68.4

 229.9

 

Corporate costs

 

 

 

(30.7)

0.9

(31.6)

 

Discontinued operations

 

20, (i)

(95.2)

(67.3)

(48.0)

(19.3)

 

 

 

 

1,564.3

 

 

 

 

Adjusted operating profit

 

 

 

 

 

 179.0

 

Exceptional operating income, impairment of internally generated and acquired computer software, property, plant and equipment

(166.2)

 

Impairment of goodwill and acquired intangible assets arising on business combinations

 

(131.7)

 

Amortisation of acquired intangible assets arising on business combinations

 

 

(26.5)

 

Operating loss before share of results of joint ventures and associates

 

 

 

(145.4)

 

Share of results of joint ventures and associates

3

 

 

 

16.9

 

Total operating loss

 

 

 

 

 

(128.5)

 

Other gains and losses

 

4

 

 

 

14.0

 

Loss before investment revenue, net finance costs and tax

 

 

 

(114.5)

 

Investment revenue

 

5

 

 

 

 2.5

 

Finance expense

 

6

 

 

 

(43.8)

 

Finance income

 

6

 

 

 

43.5

 

Loss before tax

 

 

 

 

 

(112.3)

 

Tax

 

7

 

 

 

(64.7)

 

Profit from discontinued operations

 

20

 

 

 

519.3

 

Profit for the period

 

 

 

 

 

342.3

 

(i)

Revenue and adjusted operating profit relating to the discontinued operations of Euromoney have been deducted in order to reconcile total segment result to Group profit before tax from continuing operations.

 

 

DMGT plc

 

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

2

Segment analysis continued

 

 

 

 

 

 

 

 

 

An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs and impairment of property, plant and equipment and investment property by segment is as follows:

 

 

Audited year ended 30 September 2017

 

Amortisation of intangible assets not arising on business combinations

Amortisation of intangible assets arising on business combinations

Impairment of goodwill and intangible assets arising on business combinations

Impairment of internally generated and acquired computer software

Exceptional operating costs

Impairment of property, plant and equipment (i)

 

 

Note

£m

£m

£m

£m

£m

£m

 

Insurance Risk

 

(17.8)

-

-

-

(2.8)

-

 

Property Information

 

(5.7)

(13.6)

(31.6)

(33.7)

(11.8)

-

 

EdTech

 

(8.5)

(4.3)

(2.2)

(5.3)

(7.9)

-

 

Energy Information

 

(6.4)

(8.2)

(97.9)

(42.4)

(6.8)

-

 

Events and Exhibitions

 

(0.1)

(0.2)

-

-

(2.6)

-

 

Euromoney

 

(0.9)

(5.4)

-

-

(0.9)

-

 

Consumer Media

 

(4.8)

(0.2)

-

(0.3)

(8.8)

(42.0)

 

 

 

(44.2)

(31.9)

(131.7)

(81.7)

(41.6)

(42.0)

 

Corporate costs

 

-

-

-

-

(1.8)

-

 

Total and continuing operations

 

(44.2)

(31.9)

(131.7)

(81.7)

(43.4)

(42.0)

 

Relating to discontinued operations

20

0.9

5.4

-

-

0.9

-

 

Continuing operations

 

(43.3)

(26.5)

(131.7)

(81.7)

(42.5)

(42.0)

 

(i)

Following continued declines in the UK printing market the Group decided to close its Didcot print site, resulting in an impairment charge of £41.3 million.

 

The Group's exceptional operating costs are analysed as follows :

 

 

 

 

 

 

Audited year ended 30 September 2017

 

 

Severance costs

Consultancy charges

Other restructuring costs

Legal fees

Total

 

 

 

 

 

 

 

(i)

 

 

 

 

Note

£m

£m

£m

£m

£m

 

Insurance Risk

 

 

0.5

(3.3)

-

-

(2.8)

 

Property information

 

 

(4.8)

-

-

(7.0)

(11.8)

 

EdTech

 

 

(5.5)

(1.9)

(0.5)

-

(7.9)

 

Energy information

 

 

(0.9)

-

-

(5.9)

(6.8)

 

Events and Exhibitions

 

 

-

-

(2.6)

-

(2.6)

 

Euromoney

 

 

-

(0.1)

-

(0.8)

(0.9)

 

Consumer Media

 

 

(4.0)

-

(4.8)

-

(8.8)

 

 

 

 

(14.7)

(5.3)

(7.9)

(13.7)

(41.6)

 

Corporate costs

 

 

(1.8)

-

-

-

(1.8)

 

Total and continuing operations

 

 

(16.5)

(5.3)

(7.9)

(13.7)

(43.4)

 

Relating to discontinued operations

 

20

-

0.1

-

0.8

 0.9

 

Continuing operations

 

 

(16.5)

(5.2)

(7.9)

(12.9)

(42.5)

 

 

The Group's tax charge includes a related credit of £11.1 million in relation to these exceptional operating costs.

(i)

Includes dispute settlements and fees paid to the Group's lawyers.

 

The charge relates principally to a claim by CoStar Inc. (CoStar) against Xceligent, Inc. (Xceligent) asserting, inter alia, misuse by Xceligent of CoStar's intellectual property. Xceligent filed a motion to dismiss on the basis that CoStar's actions are contrary to a Federal Trade Commission (FTC) consent order which was put in place when Xceligent was spun out of CoStar's acquisition of LoopNet. The damages claimed have not been quantified and the Group has made no provision for any claim.

 

 

An analysis of the depreciation of property, plant and equipment and investment property, research costs, investment revenue, and net finance costs by segment is as follows:

 

 

Audited year ended 30 September 2017

 

 

Depreciation of property, plant and equipment

Research costs

Investment revenue

Finance Income

Finance expense

 

 

 

 

£m

 

£m

£m

£m

 

Insurance Risk

 

 

(5.9)

(40.3)

 0.3

-

(0.1)

 

Property Information

 

 

(4.5)

(0.1)

 0.5

11.5

(0.1)

 

EdTech

 

 

(1.8)

(0.6)

-

1.4

-

 

Energy Information

 

 

(4.0)

(1.1)

-

25.9

(0.2)

 

Events and Exhibitions

 

 

(0.5)

-

-

-

-

 

Euromoney

 

 

(0.8)

(2.5)

-

-

(0.7)

 

Consumer Media

 

 

(16.8)

(1.4)

 1.5

-

(3.5)

 

 

 

 

(34.3)

(46.0)

 2.3

38.8

(4.6)

 

Corporate costs

 

 

(0.2)

-

 0.2

4.7

(39.9)

 

Total and continuing operations

 

 

(34.5)

(46.0)

 2.5

43.5

(44.5)

 

Relating to discontinued operations

 

 

0.8

2.5

-

-

 0.7

 

Continuing operations

 

 

(33.7)

(43.5)

 2.5

43.5

(43.8)

 

 

DMGT plc

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

NOTES

 

 

 

 

2

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 6 months ended

31 March 2018

Unaudited 6 months ended 31 March 2017

Unaudited 6 months ended 31 March 2017

Unaudited 6 months ended 31 March 2017

 

 

Total and continuing operations

Total

Discontinued operations

Continuing operations

 

 

 

 

(Note 20)

 

 

 

£m

£m

£m

£m

 

Print advertising

100.2

110.4

(7.1)

103.3

 

Digital advertising

68.3

74.2

(2.0)

72.2

 

Circulation

146.8

155.4

-

155.4

 

Subscriptions

205.6

289.9

(63.5)

226.4

 

Events, conferences and training

70.7

93.7

(24.7)

69.0

 

Transactions and other

154.2

165.9

2.1

168.0

 

 

745.8

889.5

(95.2)

794.3

 

 

Transactions and other within discontinued operations include a £3.8 million foreign exchange loss on forward contracts in the Euromoney segment.

 

 

Audited year ended

30 September 2017

 

Total

Discontinued operations

Continuing operations

 

 

 

 

(Note 20)

 

 

 

 

£m

£m

£m

 

Print advertising

 

203.6

7.1

196.5

 

Digital advertising

 

142.7

2.0

140.7

 

Circulation

 

307.8

-

307.8

 

Subscriptions

 

517.4

63.5

453.9

 

Events, conferences and training

 

140.9

24.7

116.2

 

Transactions and other

 

347.1

(2.1)

349.2

 

 

 

1,659.5

95.2

1,564.3

 

 

Investment revenue is shown in note 5 and finance income in note 6.

 

 

 

 

 

Transactions and other within discontinued operations include a £3.8 million foreign exchange loss on forward contracts in the Euromoney segment.

 

By geographic area

 

 

 

 

 

The majority of the Group's operations are located in the United Kingdom, North America, rest of Europe 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 6 months ended

31 March 2018

 

 

 

Total and continuing operations

 

 

 

 

 

£m

 

UK

 

 

 

403.4

 

North America

 

 

 

247.1

 

Rest of Europe

 

 

 

20.3

 

Australia

 

 

 

4.7

 

Rest of the World

 

 

 

70.3

 

 

 

 

 

745.8

 

 

 

 

 

 

 

Unaudited 6 months ended 31 March 2017

 

Total

Discontinued operations

Continuing operations

 

 

 

 

(Note 20)

 

 

 

 

£m

£m

£m

 

UK

 

447.4

30.9

416.5

 

North America

 

329.2

50.6

278.6

 

Rest of Europe

 

23.6

4.4

19.2

 

Australia

 

11.4

0.4

11.0

 

Rest of the World

 

77.9

8.9

69.0

 

 

 

889.5

95.2

794.3

 

 

 

 

 

 

 

Audited year ended

30 September 2017

 

Total

Discontinued operations

Continuing operations

 

 

 

 

(Note 20)

 

 

 

 

£m

£m

£m

 

UK

 

873.8

30.9

842.9

 

North America

 

615.5

50.6

564.9

 

Rest of Europe

 

43.0

4.4

38.6

 

Australia

 

22.6

0.4

22.2

 

Rest of the World

 

104.6

8.9

95.7

 

 

 

1,659.5

95.2

1,564.3

 

 

DMGT plc

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

2

Segment analysis continued

 

 

 

 

 

 

 

The analysis below is based on the geographic location of customers in these regions.

 

 

 

 

Unaudited 6 months ended

31 March 2018

 

 

 

 

Total and continuing operations

 

 

 

 

 

 

£m

 

UK

 

 

 

 

394.3

 

North America

 

 

 

 

216.3

 

Rest of Europe

 

 

 

 

74.1

 

Australia

 

 

 

 

3.1

 

Rest of the World

 

 

 

 

58.0

 

 

 

 

 

 

745.8

 

 

 

 

 

 

 

 

Unaudited 6 months ended 31 March 2017

 

 

Total

Discontinued operations

Continuing operations

 

 

 

 

 

(Note 20)

 

 

 

 

 

£m

£m

£m

 

UK

 

 

416.1

9.1

407.0

 

North America

 

 

292.2

43.8

248.4

 

Rest of Europe

 

 

89.6

18.7

70.9

 

Australia

 

 

13.5

2.0

11.5

 

Rest of the World

 

 

78.1

21.6

56.5

 

 

 

 

 889.5

95.2

794.3

 

 

 

 

 

 

 

 

Audited year ended

30 September 2017

 

 

Total

Discontinued operations

Continuing operations

 

 

 

 

 

(Note 20)

 

 

 

 

 

£m

£m

£m

 

UK

 

 

808.1

9.1

799.0

 

North America

 

 

557.9

43.9

514.0

 

Rest of Europe

 

 

155.7

18.6

137.1

 

Australia

 

 

23.3

2.0

21.3

 

Rest of the World

 

 

114.5

21.6

92.9

 

 

 

 

1,659.5

95.2

1,564.3

 

3

Share of results of joint ventures and associates

 

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

Note

£m

£m

£m

 

Share of adjusted operating (losses)/profits from operations of joint ventures

(1.9)

0.1

(0.1)

 

Share of adjusted operating profits from operations of associates

(i)

42.5

25.4

68.6

 

Share of adjusted operating profits from joint ventures and associates

40.6

25.5

68.5

 

Share of associates' other gains and losses

 

 

43.3

1.2

-

 

Share of profits before exceptional operating costs, amortisation, impairment of goodwill, interest and tax

83.9

26.7

68.5

 

Share of exceptional operating costs of associates

 

 

(2.3)

(2.6)

(6.7)

 

Share of amortisation of intangibles arising on business combinations of joint ventures

-

(0.1)

(0.1)

 

Share of amortisation of intangibles arising on business combinations of associates

(10.7)

(6.3)

(17.1)

 

Share of associates' interest payable

 

 

(3.3)

(1.5)

(4.5)

 

Share of associates' tax

 

 

(9.8)

(0.6)

(5.2)

 

Share of impairment of goodwill and intangibles arising on business combinations of associates

(1.5)

(13.7)

(13.7)

 

Share of associates' change in present value of acquisition put options

0.3

1.3

-

 

Impairment of carrying value of joint ventures

 

(ii)

-

(0.3)

(3.3)

 

Impairment of carrying value of associates

 

(iii)

(0.8)

-

(1.0)

 

 

 

 

55.8

2.9

16.9

 

Share of associates' items of other comprehensive income

 

(7.1)

0.2

(9.7)

 

Share of results of joint ventures and associates

 

 

48.7

3.1

7.2

 

 

 

 

 

 

 

 

Share of results from operations of joint ventures

 

 

(1.9)

-

(0.2)

 

Share of results from operations of associates

 

 

58.5

3.2

21.4

 

Impairment of carrying value of joint ventures

 

 

-

(0.3)

(3.3)

 

Impairment of carrying value of associates

 

 

(0.8)

-

(1.0)

 

 

 

 

55.8

2.9

16.9

 

Share of associates' items of other comprehensive income

 

(7.1)

0.2

(9.7)

 

Share of results of joint ventures and associates

 

 

48.7

3.1

7.2

 

(i)

Share of adjusted operating profits from associates includes £27.4 million (period ended 31 March 2017 £15.8 million, year ended 30 September 2017 £47.2 million) from the Group's interest in Euromoney and £17.0 million from the Group's interest in ZPG Plc (ZPG) in the Consumer Media segment (period ended 31 March 2017 £11.6 million, year ended 30 September 2017 £24.7 million).

 

(ii)

In the prior period, £0.3 million represents a write down in the carrying value of Artirix in the Consumer Media segment together with, for the year ended 30 September 2017, a £3.0 million write-down in the carrying value of Knowlura in the EdTech segment.

 

(iii)

Represents a £0.5 million write down in the carrying value of Eatfirst in the Corporate costs segment and a £0.3 million write down in the carrying value of RLTO in the Property Information segment. In the prior period, represents a £0.5 million write down in the carrying value of Carspring in the Consumer Media segment and a £0.5 million write down in the carrying value of iProf Learning Solutions in the EdTech segment.

 

 

DMGT plc

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

4

Other gains and losses

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

Note

£m

£m

£m

 

Profit on disposal of available-for-sale investments

 

0.9

-

-

 

Impairment of available-for-sale assets

 

 

(0.3)

(0.5)

(0.5)

 

Impairment of held-for-sale-assets

 

 

-

-

(4.1)

 

Loss on sale and closure of businesses

 

(i)

(8.8)

(1.2)

(6.5)

 

Recycled cumulative translation differences

 

(ii)

4.1

-

4.7

 

Gain on dilution of stake in associate

 

(iii)

0.8

18.0

18.0

 

Profit on disposal of joint ventures and associates

(iv)

0.5

0.4

2.4

 

 

 

 

(2.8)

16.7

14.0

 

5

Investment revenue

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

 

£m

£m

£m

 

Dividend income

 

 

0.1

0.1

0.1

 

Interest receivable from short-term deposits

 

 

0.3

0.7

1.0

 

Interest receivable on loan notes

 

 

1.5

0.8

1.4

 

 

 

 

1.9

1.6

2.5

 

6

Net finance costs

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

Note

£m

£m

£m

 

Interest, arrangement and commitment fees payable on bonds, bank loans and loan notes

 

 

(19.2)

(19.7)

(37.2)

 

Loss on derivatives, or portions thereof, not designated for hedge accounting

 

 

(1.0)

(1.4)

(1.7)

 

Finance charge on defined benefit pension schemes

 

 

-

(2.5)

(4.9)

 

Change in fair value of derivative hedge of bond

 

 

(1.1)

(1.0)

(4.7)

 

Change in fair value of hedged portion of bond

 

 

1.1

1.0

4.7

 

Finance charge on discounting of contingent consideration payable

 

17, (i)

(0.1)

(0.1)

-

 

Fair value movement of contingent consideration payable

 

17, (i)

(0.6)

-

-

 

Finance costs

 

 

(20.9)

(23.7)

(43.8)

 

 

 

 

 

 

 

 

Profit on derivatives, or portions thereof, not designated for hedge accounting

 

 

0.3

0.4

-

 

Finance income on defined benefit pension schemes

 

 

1.0

-

-

 

Fair value movement of contingent consideration receivable

 

17, (i)

-

15.9

28.6

 

Fair value movement of undesignated financial instruments

 

 

1.3

7.2

7.5

 

Change in present value of acquisition put options

 

 

-

5.7

7.4

 

Finance income

 

 

2.6

29.2

43.5

 

 

 

 

 

 

 

 

Net finance costs

 

 

(18.3)

5.5

(0.3)

 

 

DMGT plc

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

7

Tax

 

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

 

 

 

 

 

 

 

Note

£m

£m

£m

 

The credit/(charge) on the profit for the period consists of:

 

 

 

 

 

 

UK tax

 

 

 

 

 

 

Corporation tax at 19.0% (2017 19.5%)

 

 

-

(0.4)

-

 

Adjustments in respect of prior years

 

 

-

-

0.3

 

 

 

 

-

(0.4)

0.3

 

Overseas tax

 

 

 

 

 

 

Corporation tax

 

 

(2.6)

(1.2)

(12.0)

 

Adjustments in respect of prior years

 

 

(0.5)

0.2

-

 

 

 

 

(3.1)

(1.0)

(12.0)

 

Total current tax

 

 

(3.1)

(1.4)

(11.7)

 

Deferred tax

 

 

 

 

 

 

Origination and reversals of temporary differences

 

 

7.0

(12.5)

(62.4)

 

Adjustments in respect of prior years

 

 

-

-

5.4

 

Total deferred tax

 

 

7.0

(12.5)

(57.0)

 

 

 

 

 

 

 

 

Total tax credit/(charge)

 

 

3.9

(13.9)

(68.7)

 

Tax credit relating to discontinued operations

 

20

-

4.0

4.0

 

 

 

 

3.9

(9.9)

(64.7)

 

 

The current and deferred tax implications of the prospective withdrawal of the United Kingdom (UK) from the European Union (known as "Brexit") on the Group have been considered by management, these are not expected to have any material impact.

 

 

 

 

 

 

 

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 £16.3 million (2017 £15.4 million) and the resulting effective rate is 15.8% (2017 14.6%). The differences between the tax charge and the adjusted tax charge are shown in the reconciliation below:

 

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

 

£m

£m

£m

 

Total tax credit/(charge) on the profit for the period

 

 

3.9

(13.9)

(68.7)

 

Share of tax in joint ventures and associates

 

 

(9.8)

(0.3)

(4.9)

 

Deferred tax on intangible assets

 

 

(2.4)

(7.5)

(29.6)

 

Reassessment of temporary differences

 

 

-

12.7

108.9

 

Tax on other adjusting items

 

 

(11.2)

(6.4)

(34.7)

 

Share of tax on associates other adjusting items

 

 

3.2

-

-

 

Adjusted tax charge on the profit for the year

 

 

(16.3)

(15.4)

(29.0)

 

 

In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax effects of intangible assets (other than internally generated and acquired computer software), as the Group prefers to give users of its accounts a view of the tax charge based on the current status of such items. Deferred tax would only crystallise on a sale of the relevant businesses, which is not anticipated at the current time, and such a sale, being an exceptional item, would result in an exceptional tax impact.

 

 

 

 

 

 

 

Reassessment of temporary differences includes a net charge of £nil (2017 £11.4 million) relating to the derecognition of overseas tax losses and a net charge of £nil (2017 £1.3 million) relating to the derecognition of UK tax losses which are treated as exceptional due to their distortive impact on the Group's adjusted tax charge.

 

 

 

 

 

 

 

Tax on other adjusting items includes a tax credit of £16.0 million (2017 £nil) in respect of the US tax rate change and a tax charge of £4.0 million (2017 £nil) in respect of other one-off impacts of US tax reform.

 

 

 

 

 

 

 

The EU Commission has opened a State Aid investigation into the Group Financing Exemption included within the UK's controlled foreign company (CFC) rules. DMGT finances its US operations through a Luxembourg resident finance company which has received clearance from HM Revenue & Customs that it benefits from this exemption. If the State Aid investigation leads to a reversal of the benefits that DMGT has accrued through the exemption, the tax cost to the Group would be approximately £6.0 million. The Directors do not assess this outcome as more than likely and accordingly have made no provision in these financial statements.

 

 

 

 

 

 

 

At 31 March 2018, Euromoney an associate, held provisions for uncertain tax of £5.3 million (31 March 2017 £17.0 million, 30 September 2017 £10.2 million) relating to permanent establishment risk and challenges by tax authorities. The maximum potential additional exposure to Euromoney in relation to challenges by tax authorities not provided for is approximately £29.0 million if all cases were to be settled at the maximum potential liability.

 

 

 

 

 

 

 

 

DMGT plc

 

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

 

8

Dividends paid

 

 

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

Audited year ended

30 September 2017

 

 

 

Pence per share

£m

Pence per share

£m

Pence per share

£m

 

Amounts recognisable as distributions to equity holders in the period

 

 

 

 

 

Ordinary Shares - final dividend for the year ended 30 September 2017

 15.8

 3.1

 

 

-

-

 

A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2017

 15.8

 52.8

 

 

-

-

 

Ordinary Shares - final dividend for the year ended 30 September 2016

-

-

 15.3

 3.0

15.3

 3.0

 

A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2016

-

-

 15.3

 50.9

15.3

 50.9

 

 

 

 

 55.9

 

 53.9

 

 53.9

 

Ordinary Shares - interim dividend for the year ended 30 September 2017

-

-

-

-

6.9

 1.4

 

A Ordinary Non-Voting Shares - interim dividend for the year ended 30 September 2017

-

-

-

-

6.9

 23.0

 

 

 

 

-

 

-

 

 24.4

 

 

 

 

 55.9

 

 53.9

 

 78.3

          

 

 

The Board has declared an interim dividend of 7.1 p per Ordinary / A Ordinary Non-Voting share (2017 6.9 p) which will absorb an estimated £25.2 million (2017 £24.4 million) of shareholders' equity for which no liability has been recognised in these financial statements. It will be paid on 29 June 2018 to shareholders on the register at the close of business on 8 June 2018.

 

9

Adjusted profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

 

 

Note

£m

£m

£m

 

Profit/(loss) before tax - continuing operations

 

 

 

113.4

40.9

(112.3)

 

Profit before tax - discontinued operations

 

 

20

-

14.0

14.0

 

Profit on disposal of discontinued operations including recycled cumulative translation differences

20

-

509.3

 509.3

 

Adjust for:

 

 

 

 

 

 

 

 

Amortisation of intangible assets in Group profit, including joint ventures and associates, arising on business combinations

18.5

25.5

50.3

 

Impairment of goodwill and intangible assets arising on business combinations

-

-

131.7

 

Impairment of goodwill and intangible assets arising on business combinations of joint ventures and associates

1.5

13.7

13.7

 

Exceptional operating costs, impairment of internally generated and acquired computer software and property, plant and equipment

(0.8)

55.3

167.1

 

Share of exceptional operating costs of joint ventures and associates

 

2.3

2.6

6.7

 

Share of joint ventures' and associates' other gains and losses

 

 

(43.3)

(1.2)

-

 

Impairment of carrying value of joint ventures and associates

 

 

0.8

0.3

4.3

 

Other gains and losses:

 

 

 

 

 

 

 

 

 

Profit on disposal of available-for-sale investments

(0.9)

-

-

 

 

Impairment of available-for-sale assets

 

0.3

0.5

 0.5

 

 

Impairment of held-for-sale-assets

 

-

-

 4.1

 

 

Loss/(profit) on disposal of businesses, joint ventures, associates, change of control and recycled cumulative translation differences

3.4

(19.6)

(21.0)

 

 

Profit on disposal of discontinued operations including recycled cumulative translation differences

20

-

(509.3)

(509.3)

 

Finance costs:

 

 

 

 

 

 

 

 

 

Finance (income)/charge on defined benefit pension schemes

(1.0)

2.5

4.9

 

 

Fair value movements including share of joint ventures and associates

(i)

(1.0)

(29.4)

(42.8)

 

Tax:

 

 

 

 

 

 

 

 

 

Share of tax in joint ventures and associates

9.8

0.3

4.9

 

Adjusted profit before tax and non-controlling interests

 

 

103.0

105.4

226.1

 

Total tax credit/(charge) on the profit for the year

 

 

 

3.9

(13.9)

(68.7)

 

Adjust for:

 

 

 

 

 

 

 

 

 

Share of tax in joint ventures and associates

(9.8)

(0.3)

(4.9)

 

 

Deferred tax on intangible assets

 

(2.4)

(7.5)

(29.6)

 

 

Reassessment of temporary differences

 

-

12.7

108.9

 

 

Tax on other adjusting items

 

(11.2)

(6.4)

(34.7)

 

 

Share of tax on associates other adjusting items

3.2

-

-

 

Non-controlling interests

 

 

 

(ii)

(0.4)

(3.2)

(0.8)

 

Adjusted profit after taxation and non-controlling interests

 

 

86.3

86.8

196.3

 

(i)

Fair value movements include movements on undesignated financial instruments, contingent consideration payable and receivable and change in value of acquisition put options.

 

(ii)

The adjusted non-controlling interests' share of profits for the period of £0.4 million (2017 £3.2 million) is stated after eliminating a charge of £2.8 million (2017 credit of £2.4 million), being the non-controlling interests' share of adjusting items.

 

 

DMGT plc

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

10

Earnings per share

 

 

 

 

 

 

 

 

Basic earnings per share of 32.2 p (2017 155.8 p) and diluted earnings per share of 31.8 p (2017 153.3 p) are calculated, in accordance with IAS 33, Earnings per share, on Group profit for the financial period of £114.1 million (2017 £30.2 million) as adjusted for the effect of dilutive ordinary shares of £0.1 million (2017 £0.1 million) and earnings from discontinued operations of £nil (2017 £519.3 million) and on the weighted average number of ordinary shares in issue during the period, as set out below.

 

 

As in previous periods, 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 24.4 p (2017 24.6 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 £86.3 million (2017 £86.8 million), as set out in note 9 above, and on the basic weighted average number of ordinary shares in issue during the period.

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

Diluted earnings

Diluted earnings

Diluted earnings

Basic earnings

Basic earnings

Basic earnings

 

 

£m

£m

£m

£m

£m

£m

 

Earnings/(losses) from continuing operations

114.1

30.2

(174.0)

114.1

30.2

(174.0)

 

Effect of dilutive Ordinary Shares

(0.1)

(0.1)

(0.1)

-

-

-

 

Earnings from discontinued operations

-

519.3

519.3

-

519.3

519.3

 

 

114.0

549.4

345.2

114.1

549.5

345.3

 

 

 

 

 

 

 

 

 

Adjusted earnings from continuing and discontinued operations

86.3

86.8

196.3

86.3

86.8

196.3

 

Effect of dilutive Ordinary Shares

(0.1)

(0.1)

(0.1)

-

-

-

 

 

86.2

86.7

196.2

86.3

86.8

196.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

0.0

0

 

0.0

0

 

 

Diluted

Diluted

Diluted

Basic

Basic

Basic

 

 

pence

pence

pence

pence

pence

pence

 

 

per share

per share

per share

per share

per share

per share

 

Earnings/(losses) from continuing operations

31.8

8.4

(48.5)

32.2

8.6

(49.3)

 

Earnings per share from discontinued operations

-

144.9

144.8

-

147.2

147.1

 

Earnings per share from continuing and discontinued operations

31.8

153.3

96.3

32.2

155.8

97.8

 

 

 

 

 

 

 

 

 

Adjusted earnings per share from continuing and discontinued operations

24.1

24.2

54.7

24.4

24.6

55.6

 

The weighted average number of Ordinary Shares in issue during the year for the purpose of these calculations is as follows:

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

 

Number m

Number m

Number m

 

Number of Ordinary Shares in issue

 

 

 

362.1

362.1

362.1

 

Own shares held

 

 

 

(8.2)

(9.4)

(9.0)

 

Basic earnings per share denominator

 

 

 

353.9

352.7

353.1

 

Effect of dilutive share options

 

 

 

4.8

5.8

5.5

 

Dilutive earnings per share denominator

 

 

 

358.7

358.5

358.6

 

 

DMGT plc

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

11

Goodwill and other intangible assets

 

 

 

 

 

 

 

 

 

 

 

Goodwill

Other Intangibles

 

 

 

 

Note

£m

£m

 

Cost

 

 

 

 

 

 

At 30 September 2016

 

 

 

1,073.9

1,138.5

 

Additions from business combinations

 

 

 

-

 0.2

 

Other additions

 

 

 

-

 0.2

 

Internally generated

 

 

 

-

26.3

 

Disposals

 

 

 

(498.5)

(391.4)

 

Classified as held-for-sale

 

 

 

(20.5)

(6.1)

 

Reclassifications

 

 

 

-

(45.0)

 

Exchange adjustment

 

 

 

26.4

 27.1

 

At 31 March

2017

 

 

 

581.3

749.8

 

At 30 September 2016

 

 

 

1,073.9

1,138.5

 

Additions from business combinations

 

 

 

-

0.7

 

Other additions

 

 

 

0.4

0.2

 

Internally generated

 

 

 

-

57.7

 

Disposals

 

 

 

(504.2)

(504.4)

 

Classified as held-for-sale

 

 

 

(72.7)

(18.4)

 

Adjustment in respect of prior year acquisition

 

 

 

-

(47.1)

 

Exchange adjustment

 

 

 

8.8

1.8

 

At 30 September 2017

 

 

 

506.2

629.0

 

Additions from business combinations

 

 

18

2.7

2.2

 

Other additions

 

 

 

-

0.2

 

Internally generated

 

 

 

-

10.4

 

Adjustment to previous year estimate of contingent consideration

 

17

0.2

-

 

Disposals

 

 

19

(10.2)

(36.5)

 

Classified as held-for-sale

 

 

21

(17.5)

(8.7)

 

Exchange adjustment

 

 

 

(9.7)

(17.0)

 

At 31 March

2018

 

 

 

471.7

579.6

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

Other Intangibles

 

 

 

 

Note

£m

£m

 

Accumulated amortisation and impairment

 

 

 

 

 

 

At 30 September 2016

 

 

 

92.3

639.3

 

Amortisation

 

 

 

-

41.4

 

Disposals

 

 

 

(63.5)

(243.5)

 

Classified as held-for-sale

 

 

 

(20.5)

(6.1)

 

Reclassifications

 

 

 

-

(39.3)

 

Exchange adjustment

 

 

 

0.8

14.2

 

At 31 March

2017

 

 

 

9.1

406.0

 

At 30 September 2016

 

 

 

92.3

639.3

 

Amortisation

 

 

 

-

76.1

 

Impairment

 

 

 

117.0

96.4

 

Disposals

 

 

 

(63.6)

(343.6)

 

Classified as held-for-sale

 

 

 

(1.8)

(9.8)

 

Reclassifications

 

 

 

-

(41.1)

 

Exchange adjustment

 

 

 

(0.8)

(1.3)

 

At 30 September 2017

 

 

 

143.1

416.0

 

Amortisation

 

 

 

-

23.4

 

Disposals

 

 

19

(9.9)

(36.4)

 

Classified as held-for-sale

 

 

21

(17.5)

(8.7)

 

Exchange adjustment

 

 

 

(0.8)

(10.8)

 

At 31 March

2018

 

 

 

114.9

383.5

 

Net book value - 30 September 2016

 

 

 

981.6

499.2

 

Net book value - 31 March 2017

 

 

 

572.2

343.8

 

Net book value - 30 September 2017

 

 

 

363.1

213.0

 

Net book value - 31 March 2018

 

 

 

356.8

196.1

 

 

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.

 

During the period to 31 March 2018 the Group determined that no indicators of impairment had arisen and accordingly the total impairment charge recognised in the period was £nil (2017 £nil).

 

In the prior year, the Group had an impairment charge of £213.4 million, largely made up of Genscape in the Energy Information segment and SiteCompli and Xceligent in the Property Information segment.

 

12

Property, plant and equipment and Investment property

 

 

 

 

 

During the period the Group spent £15.7 million (2017 £14.3 million) on property, plant and equipment and disposed certain of its property, plant and equipment with a carrying value of £nil (2017 £nil) for proceeds of £nil (2017 £0.1 million).

 

 

DMGT plc

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

13

EBITDA and cash generated by operations

 

 

 

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

Note

£m

£m

£m

 

Continuing operations

 

 

 

 

 

 

Adjusted operating profit

 

2

83.8

81.1

179.0

 

Non-exceptional depreciation charge

 

2

13.4

17.4

33.7

 

Amortisation of internally generated and acquired computer software

2

15.6

22.6

43.3

 

Operating profits from joint ventures and associates

3

40.6

25.5

68.5

 

Share of charge of depreciation and amortisation of internally generated and acquired computer software of joint ventures and associates

5.7

1.4

 4.0

 

Dividend income

 

5

0.1

0.1

 0.1

 

Discontinued operations

 

 

 

 

 

 

Adjusted operating profit

 

20

-

19.3

19.3

 

Non-exceptional depreciation charge

 

20

-

0.8

0.8

 

Amortisation of internally generated and acquired computer software

20

-

0.9

0.9

 

Share of profits from operations of joint ventures and associates

20

-

0.8

0.8

 

EBITDA

 

 

159.2

169.9

350.4

 

 

 

 

 

 

 

 

Adjustments for:

 

 

 

 

 

 

Share-based payments

 

 

4.9

1.0

 4.1

 

Share of profits from joint ventures and associates

3, 20

(40.6)

(26.3)

(69.3)

 

Exceptional operating income/(costs)

 

2

0.8

(20.0)

(43.4)

 

Non-cash pension past service cost

 

 

1.3

-

-

 

Dividend income

 

5

(0.1)

(0.1)

(0.1)

 

Share of charge of depreciation and amortisation of internally generated and acquired computer software of joint ventures and associates

(5.7)

(1.4)

(4.0)

 

Decrease in inventories

 

 

2.9

5.9

3.6

 

(Increase)/decrease in trade and other receivables

 

(39.2)

(10.0)

8.0

 

(Decrease)/increase in trade and other payables

 

 

(41.1)

(45.3)

0.4

 

(Decrease)/increase in provisions

 

 

(3.1)

0.7

(3.9)

 

Additional payments into pension schemes

 

 

(12.9)

(13.1)

(13.1)

 

Cash generated by operations

 

 

26.4

61.3

232.7

 

14

Analysis of net debt

 

 

 

 

 

 

 

The analysis of net debt below is calculated using period end exchange rates. The Group's bank facilities require net debt to be measured using average rates for the period, resulting in net debt for bank covenant purposes of £542.2 million (31 March 2017 £557.2 million, 30 September 2017 £482.2 million).

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

£m

£m

£m

 

Net debt at start of period

 

 

(465.1)

(679.0)

(679.0)

 

Cash flow

 

 

(65.2)

129.8

215.9

 

Sold on disposals

 

 

0.9

-

-

 

Fair value hedging arrangements

 

 

1.1

1.0

4.7

 

Foreign exchange movements

 

 

2.1

(7.2)

(3.3)

 

Other non-cash movements

 

 

(1.5)

(1.8)

(3.4)

 

Net debt at period end before derivatives and collateral

 

(527.7)

(557.2)

(465.1)

 

 

 

 

 

 

 

 

Analysed as:

 

 

 

 

 

 

Cash and cash equivalents

 

 

15.6

13.3

14.6

 

Bank overdrafts

 

 

(7.1)

(6.3)

(7.2)

 

Cash and cash equivalents in the Condensed Consolidated Cash Flow Statement

8.5

7.0

7.4

 

Debt due within one year:

 

 

 

 

 

 

Bonds

 

 

(217.1)

-

-

 

Loan notes

 

 

(1.8)

(2.0)

(1.8)

 

Finance lease obligations

 

 

-

(0.5)

(0.4)

 

Debt due in more than one year:

 

 

 

 

 

 

Bonds

 

 

(206.8)

(425.8)

(423.5)

 

Bank loans

 

 

(110.5)

(135.2)

(46.3)

 

Finance lease obligations

 

 

-

(0.7)

(0.5)

 

Net debt at period end before derivatives and collateral

 

(527.7)

(557.2)

(465.1)

 

Effect of derivatives on bank loans

 

 

(13.2)

(15.2)

(13.7)

 

Collateral deposits

 

 

7.2

21.3

14.5

 

Net debt including derivatives and collateral - closing rate

 

(533.7)

(551.1)

(464.3)

 

 

 

 

 

 

 

 

Net debt including derivatives and collateral - average rate

 

(542.2)

(557.2)

(482.2)

 

 

 

 

 

 

 

 

The net cash outflow of £65.2 million (2017 inflow of £129.8 million) includes a cash outflow of £7.6 million (2017 £26.6 million) in respect of operating exceptional items.

 

 

DMGT plc

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

15

Borrowings

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

 

£m

£m

£m

 

Current liabilities

 

 

 

 

 

 

 

Bank overdrafts

 

 

 

7.1

6.3

 7.2

 

Bonds

 

 

 

217.1

-

-

 

Loan notes

 

 

 

1.8

2.0

1.8

 

Finance lease obligations

 

 

 

-

0.5

 0.4

 

 

 

 

 

226.0

8.8

9.4

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Bonds

 

 

 

206.8

425.8

423.5

 

Bank loans

 

 

 

110.5

135.2

 46.3

 

Finance lease obligations

 

 

 

-

0.7

 0.5

 

 

 

 

 

317.3

561.7

470.3

 

16

Bank borrowings

 

 

 

 

 

 

 

 

During the period, the Group renewed its committed bank facilities for a further five-year term. The Group's total committed bank facilities amount to £415.0 million. Of these facilities £205.0 million are denominated in Sterling and £210.0 million (US$294.0 million) are denominated in US dollars. Drawings are permitted in all major currencies. The terms of the new facilities are substantially the same as those of the previous facilities.

 

 

The Group's bank loans bear interest charged at LIBOR plus a margin. The margin varies by bank and is based on the Group's ratio of net debt to EBITDA or the Group's credit rating. 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 including share of results of joint ventures and associates before deducting depreciation, amortisation and impairment of intangible assets, impairment of goodwill, before exceptional items and before interest and finance charges and is calculated in note 13. These covenants were met at the relevant test dates during the period.

 

 

The limit imposed by the Group's bank covenants is at least 3.0 times EBITDA to net interest. The actual ratio for the year ended 31 March 2018 was 10.0 times (31 March 2017 8.90 times, 30 September 2017 10.07 times).

 

 

The Group's internal target of Net Debt to EBITDA cover is no greater than 2.0 times whilst the limit imposed by its bank covenants is no greater than 3.50 times. The bank covenant ratio uses the average exchange rate in the calculation of net debt. On a bank covenant basis, using average exchange rates to calculate net debt and EBITDA, the Group's net debt to EBITDA ratio as at 31 March 2018 was 1.60 times (31 March 2017 1.56 times, 30 September 2017 1.38 times).

 

 

The Group's committed bank facilities analysed by maturity are as follows:

 

 

 

 

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

 

£m

£m

£m

 

Expiring in more than one year but not more than two years

 

-

637.9

 611.4

 

Expiring in more than four years but not more than five years

 

415.0

-

-

 

Total bank facilities

 

 

 

415.0

637.9

 611.4

 

 

 

 

 

 

 

 

 

The following undrawn committed borrowing facilities were available to the Group in respect of which all conditions precedent had been met:

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

 

£m

£m

£m

 

Expiring in more than one year but not more than two years

 

-

502.6

 565.1

 

Expiring in more than four years but not more than five years

 

304.5

-

-

 

Total undrawn committed bank facilities

 

 

 

304.5

502.6

 565.1

 

17

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 (i.e. as prices) or indirectly (i.e. 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).

 

 

Unaudited at 31 March 2018

 

 

Level 1

Level 2 (i)

Level 3 (ii)

Total

 

 

 

 

£m

£m

£m

£m

 

Financial assets

 

 

 

 

 

 

 

Available-for-sale financial assets

 

 

-

-

33.5

33.5

 

Fair value through profit and loss

 

 

 

 

 

 

 

Derivative instruments not designated in hedge accounting relationships

-

2.8

-

2.8

 

Provision for contingent consideration receivable

-

-

0.1

0.1

 

Derivative instruments in designated hedge accounting relationships

-

3.1

-

3.1

 

 

 

 

-

5.9

33.6

39.5

 

Financial liabilities

 

 

 

 

 

 

 

Fair value through profit and loss

 

 

 

 

 

 

 

Provision for contingent consideration payable

-

-

(14.3)

(14.3)

 

Derivative instruments in designated hedge accounting relationships

-

(10.5)

-

(10.5)

 

 

 

 

-

(10.5)

(14.3)

(24.8)

 

 

DMGT plc

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

17

Financial assets and liabilities continued

 

 

 

 

 

 

 

 

Unaudited at 31 March 2017

 

 

Level 1

Level 2

Level 3

Total

 

 

 

 

£m

£m

£m

£m

 

Financial assets

 

 

 

 

 

 

 

Available-for-sale financial assets

 

 

-

-

8.2

 8.2

 

Fair value through profit and loss

 

 

 

 

 

 

 

Derivative instruments not designated in hedge accounting relationships

 

 

-

 0.8

-

 0.8

 

Provision for contingent consideration receivable

 

 

-

-

0.8

 0.8

 

Derivative instruments in designated hedge accounting relationships

 

 

-

 23.7

-

 23.7

 

 

 

 

-

 24.5

9.0

 33.5

 

Financial liabilities

 

 

 

 

 

 

 

Fair value through profit and loss

 

 

 

 

 

 

 

Derivative instruments not designated in hedge accounting relationships

 

 

-

(19.4)

-

(19.4)

 

Provision for contingent consideration payable

 

 

-

-

(33.1)

(33.1)

 

Derivative instruments in designated hedge accounting relationships

 

 

-

(25.2)

-

(25.2)

 

 

 

 

-

(44.6)

(33.1)

(77.7)

 

 

 

 

 

 

 

 

 

Audited at 30 September 2017

 

 

Level 1

Level 2

Level 3

Total

 

 

 

 

£m

£m

£m

£m

 

Financial assets

 

 

 

 

 

 

 

Available-for-sale financial assets

 

 

-

-

30.6

 30.6

 

Fair value through profit and loss

 

 

 

 

 

 

 

Derivative instruments not designated in hedge accounting relationships

 

 

-

 0.5

-

 0.5

 

Provision for contingent consideration receivable

 

 

-

-

0.3

 0.3

 

Derivative instruments in designated hedge accounting relationships

 

 

-

 7.1

-

 7.1

 

 

 

 

-

 7.6

30.9

 38.5

 

Financial liabilities

 

 

 

 

 

 

 

Fair value through profit and loss

 

 

 

 

 

 

 

Provision for contingent consideration payable

 

 

-

-

(17.0)

(17.0)

 

Derivative instruments in designated hedge accounting relationships

 

 

-

(19.2)

-

(19.2)

 

 

 

 

-

(19.2)

(17.0)

(36.2)

 

 

There were no transfers between categories in the period.

 

 

 

 

 

 

 

 

The key inputs into the significant level 3 financial liabilities are the future profitability of the businesses to which the contingent consideration relates and the discount rate. The range of possible outcomes for the fair value of these options is £nil to £214.1 million (2017 £1.2 million to £308.4 million).

 

 

 

 

 

 

 

 

A one percentage point increase or decrease in the growth rate used in estimating the expected profits, results in the contingent consideration liability at 31 March 2018 decreasing by £0.1 million and 0.4 million respectively (2017 £0.5 million and £0.5 million) with the corresponding change in value at 31 March 2018 charged or credited to the Income Statement in future periods.

 

 

 

 

 

 

 

 

The rates used to discount contingent consideration range from 0.0% to 1.0% (2017 0.0% to 0.3%). A one percentage point increase or decrease in the discount rate used to discount the expected gross value of payments, results in the contingent consideration liability at 31 March 2018 decreasing by £0.5 million and £0.1 million respectively (2017 £1.3 million and £0.3 million), with the corresponding change in value at 31 March 2018 credited or charged to the Income Statement in future periods.

 

 

 

 

 

 

 

 

Reconciliation of level 3 fair value measurement of financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Note

£m

 

Audited at 30 September 2016

 

 

 

 

 

(52.6)

 

Cash paid to settle contingent consideration in respect of acquisitions

 

 

 

 

 

5.5

 

Change in fair value of contingent consideration payable

 

 

 

 

 

15.9

 

Finance charge on discounting of contingent consideration

 

 

 

 

 

(0.1)

 

Exchange adjustment

 

 

 

 

 

(1.8)

 

Unaudited at 31 March 2017

 

 

 

 

 

(33.1)

 

Audited at 30 September 2016

 

 

 

 

 

(52.6)

 

Cash paid to settle contingent consideration in respect of acquisitions

 

 

 

 

 

 8.2

 

Change in fair value of contingent consideration payable

 

 

 

 

 

28.6

 

Additions to contingent consideration

 

 

 

 

 

(0.6)

 

Exchange adjustment

 

 

 

 

 

(0.6)

 

Audited at 30 September 2017

 

 

 

 

 

(17.0)

 

Cash paid to settle contingent consideration in respect of acquisitions

 

 

 

 

18

3.0

 

Change in fair value of contingent consideration payable

 

 

 

 

6

(0.6)

 

Finance charge on discounting of contingent consideration

 

 

 

 

6

(0.1)

 

Adjustment to goodwill

 

 

 

 

11

(0.2)

 

Exchange adjustment

 

 

 

 

 

0.6

 

Unaudited at 31 March 2018

 

 

 

 

 

(14.3)

 

 

DMGT plc

 

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

17

Financial assets and liabilities continued

 

 

 

 

 

 

 

The following table is a summary of the carrying amounts of the Group's other financial instruments which are not measured subsequent to initial recognition at fair value. Other than the bonds, the fair value of the Group's financial instruments equates to the carrying amounts disclosed below:

 

 

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

 

 

Carrying

 value

Carrying

 value

Carrying

 value

 

 

 

 

 

Note

£m

£m

£m

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

 

 

158.1

192.5

149.4

 

Other receivables

 

 

(i)

34.6

20.8

34.1

 

Other financial assets

 

 

(ii)

25.3

35.0

 30.0

 

Cash and cash equivalents

 

 

 

15.6

13.3

14.6

 

Loans and receivables

 

 

 

233.6

261.6

228.1

 

 

 

 

 

 

 

 

 

 

Trade payables

 

 

 

(25.5)

(52.6)

(66.3)

 

Bank overdrafts

 

 

 

(7.1)

(6.3)

(7.2)

 

Bonds

 

 

 

(iii)

(423.9)

(425.8)

(423.5)

 

Bank loans

 

 

 

 

(110.5)

(135.2)

(46.3)

 

Loan notes

 

 

 

 

(1.8)

(2.0)

(1.8)

 

Amounts payable under finance leases

 

 

-

(1.2)

(0.9)

 

Liabilities at amortised cost

 

 

 

(568.8)

(623.1)

(546.0)

 

 

 

 

 

 

 

 

 

 

Acquisition put option commitments

 

 

(7.7)

(10.2)

(8.0)

 

Interest rate swaps

 

 

 

-

(19.4)

-

 

Derivative liabilities not designated as hedging instruments

 

(7.7)

(29.6)

(8.0)

 

(i)

Other receivables includes a 9.0% fixed rate unsecured loan note, repayable on 31 January 2022 with a carrying value of £14.9 million (31 March 2017 £nil, 30 September 2017 £14.9 million).

(ii)

The Group deposits collateral with counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives Association) Master Agreement. At 31 March 2018, other financial assets include £7.2 million of collateral deposits (31 March 2017 £21.3 million, 30 September 2017 £14.5 million) which represents cash that cannot be readily used in the Group's operations together with a 10.0% fixed rate unsecured loan note, repayable 31 December 2025 with a carrying value of £17.5 million (31 March 2017 £13.6 million, 30 September 2017 £13.6 million) owed by Excalibur, an associate.

(iii)

The carrying and fair values of the Group's bonds and the coupons payable are as follows:

 

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Unaudited at 31 March 2017

Audited at 30 September 2017

Audited at 30 September 2017

 

Maturity

Coupon %

Fair value

Carrying

 value

Fair value

Carrying

 value

Fair value

Carrying

 value

 

 

 

£m

£m

£m

£m

£m

£m

 

2018

5.750

224.6

217.1

233.8

214.8

229.4

216.2

 

2021

10.000

8.7

9.5

9.3

10.8

9.0

10.0

 

2027

6.375

231.1

197.3

243.2

200.2

235.8

197.3

 

 

 

464.4

423.9

486.3

425.8

474.2

423.5

 

18

Summary of the effects of acquisitions

 

 

 

 

 

 

In October 2017, the Events and Exhibitions segment acquired 100.0% of Atticus Events Ltd and Atticus Events MEA Ltd for total consideration of £3.4 million. These businesses (Atticus) run three Hotel Interior Design forum events which take place annually in Europe, Asia and the Middle East.

 

Atticus contributed £1.2 million to the Group's revenue, £0.5 million to the Group's operating profit and £0.5 million to the Group's profit after tax for the period between the date of acquisition and 31 March 2018.

 

If the acquisition had been completed on the first day of the financial period, Atticus would have contributed £1.2 million to the Group's revenue, £0.5 million to the Group's operating profit and £0.5 million to the Group's adjusted profit after tax.

 

In December 2017, the Events and Exhibitions segment acquired 100.0% of the assets of the following assets, known as Hypenica, for total consideration of £1.1 million.

 

African Construction Expo, held annually in Johannesburg; Cape Construction Expo, held annually in Cape Town; KwaZulu Natal Construction Expo, held annually in Durban; African Ports Evolution Forum, held annually in Durban; African Ports Evolution West, held annually in Nigeria and Concrete Trends Publication and Concrete TV.

 

Hypenica contributed £0.1 million to the Group's revenue, a loss of £0.1 million to the Group's operating profit and a loss of £0.1 million to the Group's profit after tax for the period between the date of acquisition and 31 March 2018.

 

If the acquisition had been completed on the first day of the financial period, Hypenica would have contributed £0.4 million to the Group's revenue, £nil to the Group's operating profit and £nil to the Group's adjusted profit after tax.

 

 

DMGT plc

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

18

Summary of the effects of acquisitions continued

 

 

 

 

 

 

Provisional fair value of net assets acquired with all acquisitions:

 

 

 

 

 

 

 

Atticus

Hypenica

Total

 

 

 

Note

£m

£m

£m

 

Goodwill

 11, (i)

 2.1

0.6

 2.7

 

Intangible assets

11

 1.5

0.7

 2.2

 

Trade and other receivables

 

 

 0.7

-

 0.7

 

Cash and cash equivalents

 

 

 0.3

-

 0.3

 

Trade and other payables

 

 

(0.8)

-

(0.8)

 

Corporation tax

 

 

(0.1)

-

(0.1)

 

Deferred tax

 

 

(0.3)

(0.2)

(0.5)

 

Group share of net assets acquired

 

 

3.4

1.1

4.5

 

 

 

 

 

 

 

 

Cost of acquisitions:

 

 

 

 

 

 

 

 

 

£m

£m

£m

 

Cash paid in current year

 

 

 3.4

1.1

 4.5

 

Total consideration at fair value

 

 

3.4

1.1

4.5

 

(i)

The amount of goodwill which is deductible for the purposes of calculating the Group's tax charge is £nil.

 

 

Goodwill arising on these 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.

 

All of the companies acquired during the period contributed £1.3 million to the Group's revenue and £0.4 million to the Group's profit after tax for the period between the date of acquisition and 31 March 2018.

 

Acquisition-related costs, amounting to £0.1 million, are charged against profits for the period in the Consolidated Income Statement.

 

If all acquisitions had been completed on the first day of the period, Group revenues for the period would have been £746.1 million and Group profit attributable to equity holders of the parent would have been a profit of £114.2 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 period.

 

 

Reconciliation to purchase of subsidiaries as shown in the Condensed Consolidated Cash Flow Statement:

 

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

Note

£m

£m

£m

 

Cash consideration

 

 

4.5

0.2

 0.5

 

Cash paid to settle contingent consideration in respect of acquisitions

17

3.0

5.5

 8.2

 

Cash paid to settle acquisition put options

 

 

-

18.2

 18.0

 

Cash and cash equivalents acquired with subsidiaries

 

(0.3)

-

-

 

 

 

 

7.2

23.9

 26.7

 

 

Purchase of additional shares in controlled entities

 

 

 

 

 

During the period, the Group acquired additional shares in controlled entities for cash consideration of £nil (2017 £2.1 million). 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 period was a charge of £nil (2017 £0.3 million).

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

£m

£m

£m

 

Cash consideration

 

 

-

2.1

 2.1

 

 

DMGT plc

 

 

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

 

 

NOTES

 

 

 

 

 

 

 

19

Summary of the effects of disposals and closure of businesses

 

 

 

 

 

 

In October 2017, the EdTech segment disposed of the Hobsons Solutions business for total consideration of £2.0 million. This was recognised as held-for-sale in the prior year.

 

 

In December 2017, Xceligent, in the Property segment, filed for Chapter 7 liquidation. Under US law, a trustee with expertise in liquidating companies was appointed to distribute Xceligent's assets and this business has been treated as closed.

 

 

The impact of the closure and disposal of businesses, completed during the period, on net assets is as follows:

 

 

 

 

 

Xceligent

Other

Sub total

Prior year assets held for sale disposed in current year

Adjustment on sale of assets held for sale in current year

Total

 

 

Note

£m

£m

£m

£m

£m

£m

 

Goodwill

11

-

-

-

-

0.3

0.3

 

Intangible assets

11

-

-

-

0.1

-

0.1

 

Property, plant and equipment

 

1.6

-

1.6

0.2

-

1.8

 

Inventories

 

-

-

-

0.1

-

0.1

 

Trade and other receivables

 

1.2

-

1.2

1.7

0.5

3.4

 

Cash and cash equivalents

 

-

-

-

-

0.2

0.2

 

Trade and other payables

 

(6.4)

-

(6.4)

(0.3)

(1.4)

(8.1)

 

Current tax payable

 

-

-

-

-

0.1

0.1

 

Deferred tax liabilities

 

2.3

-

2.3

-

0.1

2.4

 

Net assets/(liabilities) disposed

 

(1.3)

-

(1.3)

1.8

(0.2)

0.3

 

Non-controlling interest share of net liabilities disposed

0.6

-

0.6

-

-

0.6

 

Loss on sale and accounting gain on closure of businesses including recycled cumulative exchange differences

4

3.4

(4.0)

(0.6)

-

(4.1)

(4.7)

 

 

 

2.7

(4.0)

(1.3)

1.8

(4.3)

(3.8)

 

 

 

 

 

 

 

 

 

 

Satisfied by:

 

 

 

 

 

 

 

 

Cash received

 

-

0.4

0.4

-

2.0

2.4

 

Directly attributable costs paid

 

(1.4)

(1.1)

(2.5)

-

(2.5)

(5.0)

 

Working capital adjustment cash paid

-

(1.1)

(1.1)

-

(2.0)

(3.1)

 

Working capital adjustment

 

-

(2.2)

(2.2)

-

-

(2.2)

 

Recycled cumulative translation differences

4.1

-

4.1

-

-

4.1

 

 

 

2.7

(4.0)

(1.3)

-

(2.5)

(3.8)

 

 

During the period Hobsons Solutions generated £nil of the Group's net operating cash flows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.

 

 

During the period Xceligent absorbed £7.1 million of the Group's net operating cash flows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.

 

 

The Group's tax charge includes a net credit of £4.4 million in relation to these disposals.

 

 

 

 

 

Reconciliation to disposal of businesses as shown in the Condensed Consolidated Cash Flow Statement:

 

 

 

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

 

 

£m

£m

£m

 

Cash consideration net of disposal costs

 

 

 

(2.6)

249.8

247.8

 

Cash consideration received in the current year relating to businesses sold in the prior year

0.7

-

-

 

Cash paid following working capital adjustment

 

 

(3.1)

-

-

 

Cash and cash equivalents disposed with subsidiaries

 

 

(0.2)

(32.0)

(32.0)

 

 

 

 

 

 

(5.2)

217.8

215.8

 

 

All of the businesses disposed of during the period absorbed £7.1 million of the Group's net operating cash flows, paid £nil in investing activities and paid £nil in financing activities.

 

20

Discontinued operations

 

 

 

 

 

 

 

 

In the prior year, the Group announced its intention to reduce its holding in Euromoney from 67.9% to 49.9% after which Euromoney ceased to be a subsidiary and became an associate. The results of Euromoney up to the point of disposal are included in discontinued operations for the prior periods.

 

The Group's Condensed Consolidated Income Statement includes the following results from these discontinued operations:

 

 

 

 

 

 

 

Unaudited 6 months ended

31 March 2018

Unaudited 6 months ended

31 March 2017

Audited year ended

30 September 2017

 

 

 

 

 

 

£m

£m

£m

 

Revenue

 

 

 

 

-

95.2

95.2

 

Expenses

 

 

 

 

-

(74.2)

(74.2)

 

Depreciation

 

 

 

 

-

(0.8)

(0.8)

 

Amortisation of intangible assets not arising on business combinations

 

-

(0.9)

(0.9)

 

Adjusted operating profit

 

 

 

 

-

19.3

19.3

 

Exceptional operating costs

 

 

 

 

-

(0.9)

(0.9)

 

Amortisation of intangible assets arising on business combinations

 

-

(5.4)

(5.4)

 

Operating profit before share of results of joint ventures and associates

 

-

13.0

13.0

 

Share of adjusted operating profits from operations of joint ventures and associates

-

0.8

0.8

 

Share of amortisation of intangibles arising on business combinations of associates

-

(1.2)

(1.2)

 

Share of interest payable of associates

 

 

 

 

-

(0.6)

(0.6)

 

Share of tax in associates

 

 

 

 

-

0.3

0.3

 

Total operating profit

 

 

 

 

-

12.3

12.3

 

Other gains and losses

 

 

 

 

-

2.4

2.4

 

Profit before net finance costs and tax

 

 

 

 

-

14.7

14.7

 

Change in present value of acquisition put options

 

 

-

(0.7)

(0.7)

 

Finance costs

 

 

 

 

-

(0.7)

(0.7)

 

Profit before tax

 

 

 

 

-

14.0

14.0

 

Tax charge

 

 

 

 

-

(4.0)

(4.0)

 

Profit after tax attributable to discontinued operations

 

 

-

10.0

10.0

 

Profit on disposal of discontinued operations

 

 

 

-

563.4

563.4

 

Recycled cumulative translation differences on disposal of discontinued operations

-

(54.1)

(54.1)

 

Profit attributable to discontinued operations

 

 

 

-

519.3

519.3

 

 

During the prior period as a subsidiary undertaking Euromoney generated £15.3 million of the Group's net operating cash flows, received £3.0 million in respect of investing activities and paid £0.8 million in respect of financing activities.

 

 

DMGT plc

 

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

 

NOTES

 

 

 

 

 

21

Total assets and liabilities of businesses held-for-sale

 

 

 

 

 

 

At 31 March 2018, the assets and liabilities held-for-sale relate to EDR and SiteCompli, which are included in the Property Information segment.

 

 

At 31 March 2017, the assets and liabilities held-for-sale relate to certain assets within Elite Daily Inc, in the Consumer Media segment.

 

 

At 30 September 2017 the assets and liabilities held-for-sale principally relate to EDR in the Property Information segment and Hobsons Solutions in the EdTech segment.

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

£m

£m

£m

 

Goodwill

 

 

70.1

-

 70.9

 

Intangible assets

 

 

8.1

-

 8.6

 

Property, plant and equipment

 

 

11.8

-

 8.7

 

Inventories

 

 

-

-

 0.1

 

Trade and other receivables

 

 

30.5

-

 19.5

 

Total assets associated with businesses held-for-sale

 

120.5

-

 107.8

 

 

 

 

 

 

 

 

Trade and other payables

 

 

(28.7)

-

(16.8)

 

Current tax

 

 

(4.6)

-

(5.3)

 

Deferred tax

 

 

(4.4)

-

(6.9)

 

Total liabilities associated with businesses held-for-sale

 

(37.7)

-

(29.0)

 

 

 

 

 

 

 

 

Net assets of the disposal group

 

 

82.8

-

78.8

 

22

Share capital and reserves

 

 

 

 

 

 

Share capital at 31 March 2018 amounted to £45.3 million (2017 £45.3 million).

 

 

During the period the Company utilised 1.4 million (2017 5.0 million) A Ordinary Non-Voting shares out of Treasury and the Employee Benefit Trust valued at £10.4 million (2017 £37.4 million), in order to satisfy incentive schemes. This represented 0.4% (2017 1.5%) of the called up A Ordinary Non-Voting share capital at 31 March 2018.

 

The Company purchased 0.7 million (2017 3.9 million) A Ordinary Non-Voting shares having a nominal value of £0.1 million (2017 £0.5 million) to match obligations under incentive plans. The consideration paid for these shares was £4.6 million (2017 £28.3 million).

 

 

 

At 31 March 2018 options were outstanding under the terms of the Company's Executive Share Option Schemes, Long-Term Incentive Plans and nil cost options, over a total of 3,610,659 (2017 4,878,057) A Ordinary Non-Voting shares.

 

 

 

 

 

 

 

23

Retirement benefit obligations

 

 

 

 

 

 

The Group operates a number of pension schemes under which contributions are paid by the employer and employees.

 

 

The schemes include a number of defined contribution pension arrangements, in addition to funded defined benefit pension arrangements which are closed to future accrual. The defined benefit schemes in the UK, together with some defined contribution plans, are administered by Trustees or Trustee Companies.

 

The total net pension charge of the Group for the period ended 31 March 2018 was £6.1 million (2017 £9.9 million).

 

 

The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation at 31 March 2018. The assumptions used in the valuation are summarised below:

 

 

 

 

 

Unaudited at 31 March 2018

Unaudited at 31 March 2017

Audited at 30 September 2017

 

 

 

 

% pa

% pa

% pa

 

Price inflation

 

 

3.15

3.10

3.20

 

Pension increases

 

 

3.00

3.00

3.00

 

Discount rate

 

 

2.50

2.50

2.60

 

 

The net surplus as at the end of the period amounted to £79.4 million (31 March 2017 deficit £43.0 million, 30 September 2017 surplus £62.4 million). The movement from March 2017 largely the result of positive asset returns exceeding corporate bond yields, changes in assumptions reducing the liabilities and deficit payments.

 

 

DMGT plc

 

 

 

 

 

For the 6 months ended 31 March 2018

 

 

 

 

 

NOTES

 

 

 

 

24

Contingent liabilities

 

 

 

 

 

 

The Group has issued standby letters of credit amounting to £3.2 million (2017 £3.5 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 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, an associate, and three of Euromoney's employees in respect of an article published in one of the Company's magazines, International Commercial Litigation, in November 1995. The writs were served on 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 83.4 million (£15.4 million). No provision has been made for these claims by Euromoney as Euromoney does not believe it has any material liability in respect of these writs.

 

In January 2018, the European Commission conducted an unannounced inspection at Euromoney's Brussels office of RISI Sprl (RISI), a wholly-owned subsidiary of Euromoney, as part of an investigation into the sector of kraft paper and industrial paper sacks in the European Union/European Economic Area. Provision is made for the outcome of tax, legal and other disputes where it is both probable that the Company will suffer an outflow of funds and it is possible to make a reliable estimate of that outflow. No proceedings have been issued and Euromoney is unable to make a reliable estimate of any potential liability, therefore no provision has been recognised by Euromoney.

 

The Group's Energy Information business (Genscape) provided a real-time third-party auditor service verifying Renewable Identification Numbers (RINs) for renewable fuel production activities in the US, as part of the Renewable Fuel Standard Quality Assurance Program (Program), a regulatory program administered by the US Environmental Protection Agency (EPA).

 

Following discovery and self-reporting to the EPA by Genscape of potential fraudulent RINs generated by third parties but verified by Genscape under the Program, the EPA issued a notice of intent to revoke the ability of Genscape to verify RINs as a third-party auditor.

 

EPA regulations for the Program set a liability cap on replacement of invalid RINs of 2% of the RINs. Genscape voluntarily paid the 2% liability cap associated with the invalid RINs at a cost of $1.3m, based on the then-prevailing market rates, subject to a reservation of rights. The EPA regulations allow for situations where the cap does not apply - including auditor fraud and negligence.

 

The EPA has not formally alleged any wrongdoing by Genscape but the EPA continues to consider a proposed action to seek Genscape to retire, at the current market price, a maximum of 68 million of RINs verified by Genscape. RINs trade in a volatile range currently averaging approximately 45 cents which equates to a theoretical maximum claim of approximately $31.0 million. Genscape has made no provision for any future claim which may be payable.

 

Genscape continues to co-operate with EPA and discussions are on-going.

 

 

 

25

Ultimate holding company

 

 

 

 

 

The Company's immediate parent Company is Rothermere Continuation Limited (RCL), a company incorporated in Bermuda.

 

Daily Mail and General Trust plc is the only company in the Group to prepare consolidated financial statements.

 

26

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.

 

For the purposes of IAS 24, Related Party Disclosures, Executives below the level of the Company's Board are not regarded as related parties.

 

Ultimate controlling party

 

 

 

 

 

RCL is a holding company incorporated in Bermuda. The main asset of RCL is its 100.0% holding of DMGT Ordinary Shares. RCL has controlled the Company for many years and as such is its immediate parent Company. RCL is owned by a trust (the Trust) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust represents the ultimate controlling party of the Company. Both RCL and the Trust are administered in Jersey, in the Channel Islands. RCL and its directors, the Trust and its beneficiaries are related parties of the Company.

 

Transactions with Directors

 

 

 

 

 

During the period, Mr A Lane, a Non-Executive Director of the Company and a partner in Forsters LLP, provided legal services to the Company amounting to £8,145 (2017 £nil).

 

 

DMGT plc

 

For the 6 months ended 31 March 2018

 

NOTES

26

Related party transactions continued

 

 

Transactions with joint ventures and associates

 

DMGV Ltd holds a 23.9% (2017 23.9%) stake in Excalibur Holdco Ltd (Excalibur), an associate. During the period, services provided to Excalibur amounted to £0.3 million (2017 £0.5 million). At 31 March 2018, amounts due from Excalibur amounted to £0.1 million (2017 £3.0 million), together with loan notes of £17.5 million (2017 £13.6 million). The loan notes carry a coupon of 10.0% and £3.3 million (2017 £0.8 million) was outstanding in relation to this coupon at 31 March 2018.

 

Associated Newspapers Ltd (ANL) holds a 50.0% (2017 50.0%) shareholding in Artirix Ltd, a joint venture. During the period, the Group provided services totalling £nil (2017 £0.1 million). The Group's investment in this joint venture was disposed of during the period.

 

ANL has a 50.0% (2017 50.0%) shareholding in Northprint Manchester Ltd, a joint venture. The net amount due to ANL of £5.8 million (2017 £5.8 million) has been fully provided.

 

Mail Media, Inc. has a 50.0% (2017 50.0%) shareholding in Daily Mail On Air, a joint venture. Funding provided by Mail Media Inc amounting to £0.2 million in a prior period was outstanding at 31 March 2018 (2017 £0.2 million).

 

During the period, ANL recharged costs amounting to £0.2 million (2017 £nil) to Euromoney, an associate. At 31 March 2018, £0.3 million (2017 £nil) was owed by Euromoney to ANL.

 

During the period, services were recharged to Euromoney, an associate, by Daily Mail and General Holdings Ltd amounting to £0.1 million (2017 £0.1 million). At 31 March 2018, £nil (2017 £0.2 million) was owed by Euromoney. During the period the Group received a dividend of £11.7 million (2017 £14.1 million) from Euromoney.

 

During the period, DMG World Media (2006) Ltd recharged costs amounting to £0.2 million (2017 £0.1 million) to BCA Research Inc, a Euromoney subsidiary.

 

The Group has a 29.9% (2017 29.8%) shareholding in ZPG, an associate. During the period, the Group received a dividend of £5.0 million (2017 £4.8 million) from ZPG.

 

During the period, Landmark Information Group Ltd (Landmark) charged management fees of £0.2 million (2017 £0.2 million) and recharged costs of £0.1 million (2017 £nil) to Point X Ltd (Point X), a joint venture. At 31 March 2018, Point X owed £nil (2017 £0.1 million) to Landmark.

 

Decision Insight Information Group (UK) Ltd (DIIG UK) has a 50.0% (2017 50.0%) interest in Decision First Ltd (DF), a joint venture. During the period, DIIG UK recharged costs to DF amounting to £0.1 million (2017 £0.1 million) and charged management fees amounting to £0.1 million (2017 £nil). At 31 March 2018, DF owed DIIG UK £0.1 million (2017 £nil).

 

On-Geo GmbH (On-Geo) has a 50.0% (2017 50.0%) interest in HypoPort On-Geo GmbH (HypoPort), a joint venture. During the period, HypoPort made purchases from On-Geo amounting to £3.9 million (2017 £3.7 million). At 31 March 2018, £1.3 million (2017 £0.3 million) was owed by HypoPort to On-Geo.

 

Hobsons Inc (Hobsons) has a 50.0% (2017 50.0%) shareholding in Knowlura, a joint venture. At 31 March 2018, £0.4 million (2017 £nil) was owed to Hobsons by Knowlura.

 

Risk Management Solutions Inc (RMS Inc) has a 20.0% (2017 20.0%) shareholding in OYO RMS Corporation, an associate. During the period, the Group received a dividend of £0.5 million (2017 £nil) from OYO.

 

RMS Inc has a 25.9% (2017 29.6%) shareholding in Praedicat Inc (Praedicat), an associate. During the period, RMS Inc provided funding of £1.5 million (2017 £nil) to Praedicat. At 31 March 2018 £0.8 million (2017 £nil) was owed to the Group.

 

 

DMGT plc

 

For the 6 months ended 31 March 2018

 

NOTES

26

Related party transactions continued

 

Other related party disclosures

 

 

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, the Group was charged for rent and service charges in relation to the current period amounting to £0.2 million (2017 £0.8 million).

 

At 31 March 2018, the Group owed £0.7 million (2017 £0.6 million) to the pension schemes which it operates. This amount comprised employees' and employer's contributions in respect of March 2018 payrolls.

 

The Group recharges its principal pension schemes with costs of investment management fees. The total amount recharged during the period was £0.1 million (2017 £0.1 million).

 

In July 2012, the Group entered into a contingent asset partnership whereby a £150.0 million loan note, guaranteed by the Group, was used to commit £10.8 million funding p.a. to the Harmsworth Pension Scheme. Interest payable to DMG Pension Partnership LP in the period totalled £5.5 million (2017 £5.4 million).

 

27

Post balance sheet events

 

In April 2018, the Group announced the completion of its sale of EDR, a US based property information business, to Silver Lake Partners and Battery Ventures for gross proceeds of $205.0 million. Associated disposal costs amounted to $5.8 million.

 

In May 2018, the Boards of Zephyr Bidco Limited, (Bidco), a wholly-owned indirect subsidiary of funds managed by Silver Lake Management Company V, LLC, and ZPG Plc announced that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of ZPG Plc by Bidco at a price of 490p per ordinary share. This values the Group's stake in ZPG Plc at £641.0 million.

 

The Board of ZPG Plc, which includes two representatives of DMGT, intends to unanimously recommend this offer to ZPG Plc shareholders and DMGT has given an irrevocable undertaking to accept the offer in respect of its entire holding, amounting to 29.9% of ZPG Plc's issued share capital.

 

Bidco's proposed acquisition of ZPG Plc is to be implemented by means of a Scheme of Arrangement and it is anticipated that, if approved by shareholders, this will become effective in the third quarter of calendar year 2018.

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
IR FKNDDDBKBOPB
Date   Source Headline
7th Jan 20227:00 amRNSUnconditional Final Offer Update
6th Jan 20224:00 pmRNSExtension of Offer Period
24th Dec 20211:19 pmRNSForm 8.3 - Daily Mail and General Trust plc
23rd Dec 20212:10 pmRNSForm 8.3 - Daily Mail & General Trust PLC
22nd Dec 20213:28 pmRNSForm 8.3 - Daily Mail & General Trust PLC
21st Dec 20217:23 pmEQSDelisting of DMGT
20th Dec 20212:50 pmRNSForm 8.3 - Daily Mail and General Trust plc
20th Dec 202112:47 pmRNSForm 8.3 - Daily Mail & General Trust Plc
17th Dec 20213:55 pmEQSDirector/PDMR Shareholding
17th Dec 20213:53 pmEQSDirector/PDMR Shareholding
17th Dec 20213:51 pmEQSDirector/PDMR Shareholding
17th Dec 20212:08 pmRNSForm 8.3 - Daily Mail and General Trust plc
17th Dec 202112:55 pmRNSForm 8.3 - Daily Mail & General Trust Plc
17th Dec 202112:19 pmBUSFORM 8.3 – DAILY MAIL & GENERAL TRUST PLC
17th Dec 202111:38 amEQSDirectorate change
17th Dec 20217:00 amRNSUnconditional Final Offer update
16th Dec 20213:31 pmRNSForm 8.3 - Daily Mail & General Trust PLC
16th Dec 20213:30 pmEQSDirector/PDMR Shareholding
16th Dec 20213:30 pmRNSForm 8.3 - DMGT LN
16th Dec 20211:49 pmRNSForm 8.3 - Daily Mail and General Trust plc
16th Dec 202112:44 pmRNSForm 8.3 - Daily Mail & General Trust plc
16th Dec 202112:26 pmEQSDirector/PDMR Shareholding
16th Dec 202112:25 pmBUSForm 8.3 - Daily Mail & General Trust plc - Amendment
16th Dec 202111:26 amBUSForm 8.3 - Daily Mail & General Trust plc
16th Dec 202111:18 amRNSForm 8.5 (EPT/RI)
16th Dec 202111:09 amRNSForm 8.5 (EPT/NON-RI)-Daily Mail&General Trust plc
16th Dec 202111:04 amRNSForm 8.5 (EPT/RI)-Daily Mail and General Trust plc
16th Dec 20217:00 amRNSFinal Offer becomes unconditional in all respects
15th Dec 20215:42 pmEQSForm 8 (DD) - Paul Zwillenberg PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
15th Dec 20215:38 pmEQSDirector/PDMR Shareholding
15th Dec 20214:26 pmRNSForm 8.5 (EPT/RI)-Daily Mail and General Tru Amend
15th Dec 20213:30 pmRNSForm 8.3 - DMGT LN
15th Dec 20213:26 pmRNSForm 8.3 - Daily Mail and General Trust plc
15th Dec 20213:00 pmRNSForm 8.3 - Daily Mail & General Trust plc
15th Dec 20211:25 pmBUSFORM 8.3 - DAILY MAIL & GENERAL TRUST PLC - AMENDMENT
15th Dec 202112:53 pmRNSForm 8.3 - Daily Mail & General Trust plc
15th Dec 202112:12 pmRNSForm 8.5 (EPT/RI) - Amendment
15th Dec 202111:03 amRNSForm 8.5 (EPT/RI)-Daily Mail and General Trust plc
15th Dec 202111:03 amRNSForm 8.3 - Daily Mail & General Trust Plc
15th Dec 202111:03 amEQSForm 8 (DD) - Kevin Parry PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
15th Dec 202110:58 amEQSDirector/PDMR Shareholding
15th Dec 202110:56 amRNSForm 8.5 (EPT/RI) - Daily Mail & General Trust plc
15th Dec 202110:20 amBUSForm 8.3 - DAILY MAIL & GENERAL TRUST PLC
15th Dec 20219:36 amRNSForm 8.5 (EPT/RI)
15th Dec 20217:00 amRNSAcceptance level update
14th Dec 20215:29 pmEQSDeclaration of Special Dividend
14th Dec 20213:30 pmRNSForm 8.3 - DMGT LN
14th Dec 20213:19 pmBUSForm 8.3 - DAILY MAIL & GENERAL TRUST PLC AMENDMENT
14th Dec 20213:00 pmRNSForm 8.3 - Daily Mail & General Trust plc
14th Dec 20212:15 pmBUSForm 8.3 - Daily Mail & General Trust Plc

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.