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Half Year 2020 Results

28 May 2020 07:00

RNS Number : 1920O
Daily Mail & General Trust PLC
28 May 2020
 

 

28 May 2020

 

Daily Mail and General Trust plc ('DMGT')

 

Half Yearly Financial Report for the six months ended 31 March 2020

 

Strong first five months of trading; outlook remains unclear due to Covid-19

 

· Stable Group underlying¹ revenue; Covid-19 and planned B2B investment impacting profit:

o Revenue underlying growth 0%

o Cash operating income² down 17% underlying; 11% margin

o Adjusted³ operating profit down 22% underlying; 9% margin

o Adjusted profit before tax down 20% underlying

· Almost all second half events cancelled or postponed: £8m of accelerated costs recognised in H1 2020

· Adjusted EPS down 33%; reflects reduced profits, increased tax rate and reduced number of shares

· Statutory4 revenue £683m, statutory profit before tax £80m and statutory EPS 89.7p

· Active portfolio management:

o Disposal of Energy Information (Genscape) and BuildFax

o Acquisition of the 'i' and OneSearch Direct; increased investment in Cazoo

· Interim dividend increased +3% to 7.5p, reflecting first half trading performance

· Strong financial position maintained: pro forma net cash £163m5 and £380m of committed undrawn bank facilities; statutory net cash £206m

· B2B subscription business remain resilient; Covid-19 pandemic causing challenging market conditions for Consumer Media, UK Property Information and Events & Exhibitions

· Suspension of formal guidance continues

 

 

Adjusted Results3

(from continuing and discontinued operations)

Statutory Results4

 

Half Year 2020

Half Year 2019

Change~

Half Year 2020

Half Year 2019

Reported

Underlying¹

Revenue

£690m

£724m

-5%

 0%

£683m

£687m

Cash operating income

£75m

£97m

-22%

-17%

 

Operating profit

£65m

£90m

-28%

-22%

£37m

£38m

Profit before tax

£56m

£100m

-44%

-20%

£80m

£50m

Earnings per share

15.0p

22.5p

-33%

 

89.7p

12.9p

Dividend per share

 

7.5p

7.3p

 

Paul Zwillenberg, CEO, commented:

"DMGT delivered a solid performance in the first half of the year, reflecting a strong first five months of trading followed by one month of weakness due to the Covid-19 pandemic. Since February, we have moved quickly to protect our stakeholders and actively support our portfolio of businesses.

 

The Group benefits from its balanced portfolio, supported by a strong balance sheet. Our B2B subscription businesses, Insurance Risk, US Property Information and EdTech, continue to trade well, showing growth and resilience. Our Consumer Media, UK Property Information and Events and Exhibitions have been significantly more impacted by the Covid-19 crisis.

 

As you would expect, we have taken measured actions on investments and costs, both at a Group and individual business level, but our strategy remains the same. We will continue to invest, in a disciplined manner, through the cycle where we are confident of the returns. All of our businesses are market leading and I am highly confident that they will come out of this global crisis stronger and fitter.

 

I am immensely proud of the initiatives our businesses have introduced to support our communities and stakeholders, in particular the Mail Force charity which is supplying PPE to the NHS and has raised over £8m to date. Our businesses are providing free environmental information for NHS Nightingale hospitals, education tools to US students and advertising space for small businesses. Also, DMGT has not taken any government support.

 

Throughout this crisis, DMGT has been able to rely on the incredible adaptability and dedication of all our employees, customers and business partners. Their agility has enabled DMGT to transition seamlessly through exceptional circumstances. We have maintained uninterrupted product delivery across the entire Group, other than the required cancellation of events.

 

The health and wellbeing of our employees remains a priority as we prepare to navigate a post-Covid future and I would like to thank them all for their continued hard work and commitment to the success of DMGT.

 

The severity and duration of the Covid-19 crisis remains unclear but DMGT has a robust balance sheet, access to significant funding and a diversified portfolio. This gives me, and the Board, confidence that we will weather the current storm and withstand a sustained period of global economic uncertainty."

 

Half Year 2020 Financial Results Summary

Segmental performance:

 

Adjusted3 results

(from continuing and discontinued operations)

Statutory4 results

Half Year 2020

£m

Half Year 2019

£m

Change~

Half Year 2020

£m

Half Year 2019

£m

Reported

Underlying¹

Revenue:

 

 

 

 

 

 

B2B

345

381

-9%

+2%

338

344

Consumer Media

345

343

+1%

-2%

345

343

DMGT Group

690

724

-5%

0%

683

687

Cash operating income²:

 

 

 

 

 

 

B2B

45

75

-40%

-30%

 

 

Consumer Media

48

44

+8%

-1%

 

 

Corporate costs

(18)

(22)

-20%

-20%

 

 

DMGT Group

75

97

-22%

-17%

 

 

Operating profit:

 

 

 

 

 

 

B2B

40

71

-44%

-35%

29

41

Consumer Media

44

39

+15%

+4%

39

36

Corporate costs

(18)

(19)

-5%

-5%

(21)

(23)

DMGT Group*

65

90

-28%

-22%

47

54

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

* The DMGT Group statutory operating profit shown above excludes the share of operating profits from joint ventures and associates.

 

· Revenue of £690m; stable underlying performance: including growth from EdTech, Insurance Risk, US Property Information. Events & Exhibitions, Consumer Media and UK Property Information were adversely affected by the Covid-19 pandemic, though the former still grew in the period.

 

· Cash operating income (Cash OI)2 £75m; underlying decrease -17%: reduction due to the impact of Covid-19 and planned increased investment in B2B businesses, notably Insurance Risk and Property Information. Includes £8m of accelerated costs relating to second half events that have been cancelled or postponed.

 

· Adjusted operating profit £65m; underlying decrease -22%: reflecting B2B investment and impact of Covid-19; reduced B2B profits partly offset by Consumer Media growth.

 

· Statutory operating profit £37m: compared to £38m in the prior year.

 

· Losses from JVs and associates: following the distribution of DMGT's stake in Euromoney in April 2019, the share of adjusted operating losses was £7m compared to profits of £18m in the prior year.

 

· Adjusted profit before tax (PBT) £56m: down an underlying -20%, including £6m underlying reduction in finance costs to £2m. Statutory PBT £80m (H1 2019 £50m).

 

· Tax: adjusted tax charge £22m (H1 2019 £19m); with the adjusted effective tax rate increasing more than expected to 39%. The increase is due to reduced profit expectations for the second half of the year and the increased significance of tax-adjusting items relative to the Group's adjusted profit before tax. The statutory tax charge was £6m.

 

· Earnings per share: adjusted EPS down -33% to 15.0p (H1 2019 22.5p), including accelerated event costs and the reduced number of shares, following the April 2019 Euromoney distribution and special dividend. Statutory EPS was 89.7p (H1 2019 12.9p) reflecting the profit on disposal of the Energy Information business.

 

· Pro forma net cash5 was £163m as at 31 March 2020, adjusted to exclude £117m cash expected to be made available to the pension schemes and £74m of lease liabilities recognised following the adoption of IFRS 16. The net cash:EBITDA ratio was 1.1 on this basis. Excluding the adjustments described above, the net cash and net cash:EBITDA ratio as at 31 March 2020 were £206m and 1.4 respectively.

 

· Portfolio management: the disposal of Genscape, the Energy Information business, in November 2019 reduced DMGT's sector exposure from six to five, further increasing the focus of the Group's portfolio. BuildFax, the US Property Information business, was sold in October 2019. The Group also strengthened its position in existing sectors with bolt-on acquisitions. In Consumer Media, the 'i', the UK national newspaper and website, was acquired in November 2019. Landmark Information Group, the UK Property Information business, acquired OneSearch Direct in December, strengthening its conveyancing capabilities. In March 2020, DMGT increased its stake in Cazoo, which is held as an investment, to c.23%. Cazoo is an online start-up business that aims to transform the way people buy used cars in the UK. Most recently, dmg events, the Events and Exhibitions business, acquired 11 small events from CWC Group in April 2020, strengthening its leading position in the energy sector.

 

· Outlook: the Insurance Risk, US Property Information and EdTech businesses continue to deliver revenue growth, up an underlying +5% in April 2020. Covid-19 is adversely affecting the Consumer Media, UK Property Information and Events and Exhibitions businesses.

o In April 2020, total Group revenues decreased by an underlying -23% and the Group made an adjusted operating loss of £3m (April 2019: £5m adjusted operating profit).

o The Consumer Media business delivered a mid-single digit negative operating margin in April 2020 with revenues down an underlying -33%. Revenues were down an estimated

-30% in the first four weeks of May 2020 and a small loss is expected in the month.

o There has been a marked reduction in both commercial and residential property transactions in the UK, which is adversely affecting the UK Property Information business. Landmark's revenues were down an underlying 44% in April and the business made an operating loss in the month.

o The Events and Exhibitions business has cancelled or postponed all events scheduled from March through to August, as well as the Gastech event previously scheduled for September 2020. It is increasingly likely that the remaining events still scheduled to be held in September and some events scheduled in FY 2021 will be postponed or cancelled. The business is expected to benefit from its insurance cover, though the timing of recognition remains uncertain.

 

As the duration and severity of the impact of the Covid-19 pandemic remains unclear, with a range of possible outcomes, it remains prudent to not provide formal guidance. Guidance provided in December 2019 was suspended on 26 March 2020.

 

There is currently a high level of uncertainty about the general business environment. The Board decided to follow its dividend policy in respect of the interim dividend, reflecting the first half trading performance. Future dividends will reflect the prevailing economic outlook and the trading of our businesses.

 

The Board is confident that DMGT is positioned to withstand the uncertainties of the period ahead. The Group benefits from being a diverse portfolio, operating across multiple sectors, geographies and business models. DMGT's balance sheet strength, including £361m of gross cash and £380m of committed undrawn bank facilities, provides resilience and enables it to continue to adopt a long-term approach.

 

 

Enquiries

Investors:

Tim Collier, Group CFO

 

+44 20 3615 2902

Adam Webster, Head of Investor Relations

+44 20 3615 2903

 

Media:

Tim Burt / Doug Campbell, Teneo

 

 

+44 7583 413254 / +44 7753 136628

 Half Year Results presentation and Q&A conference call

A presentation of the Half Year Results will be given at 9.30am on 28 May 2020 and will be followed by a question and answer session for City analysts and investors. The presentation will be available on our website at www.dmgt.com/webcasthy20 and the dial-in number for questions is +44 (0)330 336 9411, confirmation code 9513118.

 

Next trading update

The Group's next scheduled announcement of financial information will be its nine month trading update on 23 July 2020.

 

Market Abuse Regulation

The information communicated in this announcement includes inside information.

 

About DMGT

DMGT manages a portfolio of companies that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment. The Group takes a long-term approach to investment and has market-leading positions in consumer media, insurance risk, property information, education technology and events & exhibitions. In total, DMGT generates revenues of around £1.3bn.

 

Notes

 

1 Underlying growth rates are on a like-for-like basis, see pages 26 to 28. Underlying revenues, cash operating income2 and operating profits 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. Cash operating income, operating profits and finance costs are also adjusted in respect of IFRS 16, so the calculation methodology is consistent across periods. For events, the comparisons are between events scheduled to be held in the six-month period and the same events held the previous time. Consequently, underlying growth rates include all costs for events that were scheduled in March 2020 and were cancelled or postponed, but exclude all costs associated with events originally scheduled for later in the year. For Consumer Media, underlying revenues exclude low margin newsprint resale activities. The underlying change in the share of operating profits from joint ventures and associates excludes Euromoney Institutional Investor PLC.

 

2 Cash operating income (Cash OI) is calculated by adding back depreciation and amortisation expenses, which are non-cash items, to adjusted operating profit and then deducting capital expenditure. The depreciation charge on the additional right-of-use assets, which has resulted since 1 October 2019 from the adoption of IFRS 16, the lease accounting standard, is not added back when calculating Cash OI.

 

3 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 credits and fair value adjustments. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 21 to 23.

 

4 The statutory results are IFRS figures before any adjustments. They exclude discontinued operations, namely the Energy Information business, Genscape, other than earnings per share.

 

5 The actual net cash position as at 31 March 2020 was £206m including £74m of additional lease liabilities in respect of the adoption of IFRS 16, the lease accounting standard, and the net cash:EBITDA ratio was 1.4. Excluding the additional lease liabilities, net cash could have been £280m. However, £117m has been made available to the Group's pension schemes but continues to be held as cash by DMGT. The pro forma net cash of £163m as at 31 March 2020 is stated after adjusting net cash to exclude the £117m. The pro forma net cash:EBITDA ratio was 1.1.

 

The pro forma net cash of £163m includes gross cash of £361m, £203m bond debt and £4m net cash in respect of collateral, loan notes and derivatives. Gross cash includes cash, cash equivalents and short-term deposits, net of overdrafts, and excludes the £117m made available to the pension schemes.

 

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

 

The average £: US$ exchange rate for the first half of the year was £1:$1.28 (against £1:$1.29 last year). The rate at the Half Year end was $1.24 (2019: $1.30), compared to $1.23 at the September 2019 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

 

 

Group Review Half Year 2020

 

Covid-19 update

The health and wellbeing of DMGT's employees remains a top priority. Throughout the crisis, DMGT has been able to rely on the adaptability and dedication of all employees, customers and business partners. Their agility has enabled DMGT to transition seamlessly through exceptional circumstances. DMGT has also not taken any government financial support.

 

Supporting all stakeholders: Swift action was taken to ensure a seamless and safe transition to remote working and we have maintained uninterrupted product delivery across the entire Group, other than the required cancellation of events.

 

We are proud of the initiatives our businesses have put in place to support the communities that we serve. We established Mail Force, a charity to source personal protective equipment (PPE) for the NHS, in April and it has raised over £8m to date, including generous donations from the Mail's readers and over £1m from DMGT. Landmark also provided free access to environmental information to support the design of NHS Nightingale hospitals. In the US, more than three million students are benefitting from the free provision of Naviance Curriculum by Hobsons, the EdTech business. Our Consumer Media titles are also playing an important role in keeping readers informed and early on in the crisis we committed to operating Metro at a loss to ensure the provision of free newspapers for keyworkers. The titles are also supporting advertisers, providing small businesses with over £5m worth of free space.

 

Covid-19 impact on recent trading: The Board does not consider it helpful, in normal circumstances, to provide information on short-term trading. However, given the exceptional nature and uncertain duration of the Covid-19 crisis, some financial information for the month of April 2020 is being provided in this instance to inform investors of recent trading dynamics.

 

In April, Group revenues decreased by an underlying 23% compared to the prior year and DMGT made an adjusted operating loss of £3m in the month, compared to a £5m adjusted operating profit in April 2019. The Insurance Risk, US Property Information and EdTech businesses remain resilient and grew an underlying 5% in April. The Covid-19 pandemic is adversely affecting the Consumer Media, UK Property Information and Events & Exhibitions businesses and their combined revenues decreased by an underlying 36% in the month.

 

Consumer Media is experiencing a particularly difficult advertising market as well as reduced circulation volumes due to the UK's lockdown restrictions. Consumer Media revenues were down an underlying 33% in April6 and are estimated to be down an underlying 30% in the four weeks to 24 May 2020. The weak revenues resulted in a Consumer Media operating loss in April and a negative adjusted operating margin in the mid-single digits in the month6, though the business is currently expected to improve to a small loss in May 2020.

 

UK property transaction volumes are exceptionally low currently due to the effect on property viewings of the lockdown measures introduced in late March. The restrictions on the residential market were eased on 13 May 2020 but it will take time before the benefit flows through to a rise in housing transactions. The revenues of Landmark, the UK Property Information business, are directly affected by these depressed transaction volumes and were down an underlying 44% in April and the business made an operating loss in the month.

 

The Events and Exhibitions business has cancelled or postponed all events scheduled from March through to August as well as the Gastech event previously scheduled for September 2020. Some relatively minor events are still scheduled to be held in September but this may change. dmg events will continue to incur costs during the second half of FY 2020 and while the business is expected to benefit from the insurance cover that it has in place, the timing is uncertain.

 

Operational actions: A number of operational actions have been implemented in response to Covid-19. A scheme has been introduced across Consumer Media, Landmark and the Corporate centre to replace a portion of the April to June 2020 salary of higher earners with equity in DMGT. While the cost implications are not material, this action will support the Group's cash generation and the scheme will help align employees' and shareholders' interests. DMGT has not taken any government financial support and no employees have been furloughed.

 

Variable costs have decreased naturally, notably in Consumer Media and UK Property Information, due to reduced revenues. There have also been measured reductions in discretionary spending, further supporting the Group's cash generation. DMGT continues to pursue its disciplined investment programme and has reviewed it carefully in light of the current environment. Investment initiatives have been re-prioritised, reflecting changing expected returns and the focus on ROI, particularly as sectors experience faster digitisation trends. Each business has individual contingency plans in place, encompassing operational and strategic measures, which will be deployed in reaction to the evolving circumstances.

Confidence in DMGT's future: The Board's confidence in the long-term future of DMGT reflects the Group's diverse portfolio of market-leading businesses and their high-value proprietary content, as well as its strong balance sheet, giving resilience and flexibility. The increased focus of the portfolio over the past few years and the strategic emphasis on operational execution and cash operating income have made the Group more adaptable and agile. We are pleased that this strategy has served the Group well during these difficult times. Consistent with the Group's long-term perspective and strong financial position, DMGT continues to invest, in a disciplined way, to create future value.

 

Group Financial Review Half Year 2020

This interim management report focuses on the adjusted results to give a more comparable indication of the Group's business performance. The adjusted results are summarised below:

 

Adjusted results²

(from continuing and discontinued operations)

Half Year

2020

£m

Half Year 2019

£m

Change~

Full Year

2019

£m

Reported

Underlying¹

Revenue

690

724

-5%

0%

1,411

 

 

 

 

 

 

Cash operating income²

75

97

-22%

-17%

162

 

 

 

 

 

 

Operating profit

65

90

-28%

-22%

144

(Losses)/income from JVs and associates

(7)

18

N/A

+24%

13

Net finance costs

(2)

(8)

-70%

-81%

(12)

Profit before tax

56

100

-44%

-20%

145

 

 

 

 

 

 

Tax charge

(22)

(19)

+12%

 

(29)

Minority interests

-

(1)

 

 

(1)

Group profit

34

80

-57%

 

115

 

 

 

 

 

 

Adjusted earnings per share

15.0p

22.5p

-33%

 

38.6p

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

 

Revenue

Group adjusted revenue for the six months to 31 March 2020, including discontinued operations, was £690m, a decrease of 5%, reflecting the effect of disposals. On an underlying¹ basis, revenue was in line with the prior year despite weak trading during March. Underlying growth was delivered in subscriptions, digital advertising and events, but was offset by the expected decline in print advertising, circulation and transactions.

 

Cash operating income²

Cash operating income ('cash OI') of £75m decreased 22% in absolute terms and 17% on an underlying basis. Cash OI is considered by the Board to be a good indicator of the underlying cash generation of the businesses and it is included as a core element of the incentive plans for all senior management teams. The underlying decrease reflects planned investment in Insurance Risk, Property Information and EdTech and the cancellation of Events and Exhibitions' March events. The absolute reduction also includes the accelerated recognition of £8m of costs relating to cancelled or postponed events that were scheduled for the second half of the year. The Consumer Media division delivered stable underlying cash OI and Corporate cash operating costs decreased by £4m. The Group cash OI margin was 11% compared to 13% in the first half of the prior year.

 

Operating profit

Adjusted operating profit of £65m decreased 28% in absolute terms and by 22% on an underlying basis, primarily due to the investment in the B2B portfolio but also the adverse impact of Covid-19 in March. The reduction in profits was exacerbated by continuing amortisation costs whilst a larger proportion of technology expenditure was expensed directly to the income statement, rather than being capitalised, compared to previous years. The Group underlying performance included profit growth from Consumer Media and a £1m reduction in Corporate costs. The adjusted operating margin was 9%. Excluding the accelerated recognition of £8m of event costs, the operating margin would have been 11%, compared to 12% in the first half of the prior year, and consistent with expectations at the start of the year.

 

Profit before tax

Adjusted profit before tax was £56m, a decrease of 44% in absolute terms and 20% on an underlying basis. There was a £25m reduction in the share of operating profits from joint ventures and associates, following the distribution of DMGT's stake in Euromoney, and a £1m increase in net losses on an underlying basis. There was a £6m underlying reduction in net finance costs following the maturing of bonds in December 2018. The adjusted tax charge was £22m, a 12% increase on last year, with the increase in the effective tax rate to 39% more than offsetting the impact of the reduction in adjusted profit before tax. Adjusted basic earnings per share of 15.0p decreased by 33%.

 

The statutory profit before tax for the period was £80m, an increase of £30m on the prior year, primarily due to profit on the disposal of Property Information businesses. Statutory basic earnings per share were 89.7p, a 76.8p increase on the prior year, including the benefit of the profit on disposal discontinued operations, namely Genscape, the Energy Information business.

 

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 21 to 23.

 

 

 

Half Year

2020

£m

Half Year

2019

£m

Explanation

(as per page 21)

Statutory profit before tax

80

50

 

Discontinued operations

147

-

1

Exceptional operating credit

(8)

(1)

2

Intangible impairment and amortisation

18

63

3

Profit on sale of assets

(179)

(16)

4

Pension finance credit

(2)

(4)

5

Other adjustments

-

8

6

Adjusted profit before tax

56

100

 

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

 

 

Business Review

 

Business to Business (B2B)

 

 

Half Year

2020

£m

Half Year

2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Revenue

345

381

-9%

+2%

738

Cash operating income2

45

75

-40%

-30%

126

Adjusted3 operating profit

40

71

-44%

-35%

117

Cash operating income2 margin

13%

20%

 

 

17%

Adjusted3 operating margin

11%

19%

 

 

16%

 

B2B revenues totalled £345m, up 2% on an underlying basis. The growth from Insurance Risk, EdTech and Events and Exhibitions was partly offset by Property Information. Revenues decreased by 9% in absolute terms due to disposal of the Energy Information business, Genscape, in November 2019 and the disposal of certain Property Information businesses during 2019.

 

B2B cash operating income decreased an underlying 30% to £45m and the overall B2B cash operating income margin reduced to 13%. Excluding £8m of accelerated event cancellation costs the cash operating income margin was 15%. The underlying reduction was primarily due to planned investment, notably in Insurance Risk, Property Information and EdTech, although the performance was also adversely affected by the cancellation of events in March due to Covid-19. Similarly, B2B operating profits were down 35% underlying and the overall B2B operating margin decreased to 11%, or 14% excluding accelerated event costs, reflecting the trends described above.

 

Outlook: total B2B revenues were down an underlying 11% in April. The Insurance Risk, US Property Information and EdTech businesses are largely subscription based with high renewal rates. The demand for their products and services remains robust given that they are integral to the success and efficiency of their customers' workflows. It is likely that, as a result of Covid-19, some customers will take longer to make purchasing decisions or delay projects and EdTech customers' budgets may come under pressure, which could impact revenue growth. Collectively across the three businesses, revenues grew an underlying 5% in April, compared to 4% in the first half of the year.

 

The impact of Covid-19 has already resulted in a marked reduction in the volume of UK property transactions, though some transactions have been taking place due to the pre-coronavirus pipeline. This has already significantly affected Landmark, the UK Property Information business, where lockdown measures preventing property viewings were introduced in March. The benefit of the restrictions being eased on 13 May 2020 will take time to stimulate transactions and the market may deteriorate further in the coming weeks.

 

The Covid-19 pandemic has also resulted in the cancellation or postponement of all events scheduled by the Events and Exhibitions business until August 2020 inclusive. Gastech, which was scheduled for September 2020, and Big 5 Dubai, which was scheduled for November 2020, have both been postponed and there is a risk that further events will be cancelled or postponed in due course. The business is, however, expected to benefit from the insurance cover that it has in place, though the timing of recognition is uncertain.

 

 

Insurance Risk: RMS

 

 

Half Year

2020

£m

Half Year

2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Revenue

123

119

+3%

 +2%

244

Cash operating income2

22

26

-18%

-19%

41

Adjusted3 operating profit

19

26

-26%

-27%

40

Cash operating income2 margin

17%

22%

 

 

17%

Adjusted3 operating margin

16%

22%

 

 

17%

 

The Insurance Risk business, RMS, provides solutions that help insurers, reinsurers, brokers, financial markets and public agencies evaluate and manage catastrophe risks throughout the world. Revenues grew 2% on an underlying basis, with continuing high renewal rates from customers and a strong performance in analytical services. Reported revenues grew 3% to £123m, including the benefit of the marginally stronger US dollar.

 

Investment has been increasing as planned, to accelerate the delivery of the product roadmap. Cash operating income was £22m and the cash operating income margin decreased to 17%, as the increased investment was partly offset by reduced capital expenditure. The adjusted operating margin decreased from 22% to 16% in the period.

 

In May 2020, RMS held a virtual version of its annual customer conference, Exceedance, to an audience double that of the May 2019 event. At the conference, RMS announced significant new product and model releases on Risk Intelligence, its open and flexible cloud-based platform launched in May 2019. The release of Risk Modeler 2.0 marks a major milestone, allowing customers to run RMS's existing RiskLink natural catastrophe models as well as high-definition (HD) models on the Risk Intelligence platform, combining familiar features with an enhanced, intuitive user interface. Risk Modeler 2.0 delivers significantly faster model execution and enables real-time risk analytics, supporting RMS's expansion into the large and high-growth Insurance Risk Analytics market. Risk Modeler 2.0 will be made available to customers in June 2020 and all of RMS's HD models will be added by September 2020.

 

Risk Intelligence also offers a suite of advanced applications that are tailored for specific analytics in support of portfolio management and underwriting tasks. ExposureIQ 1.3 will also be released in September 2020 and will help customers gain a quicker assessment of potential losses before, during and after a catastrophic event. TreatyIQ, being made available by December 2020, harnesses Risk Intelligence's scale and architecture to enable the analysis of complex reinsurance portfolios. Model development also continues, with a new HD Europe Convective Storm model released in May 2020 as well as updated versions of four other existing HD models being made available on Risk Modeler 2.0 by September 2020.

 

Outlook: customer feedback on the Risk Intelligence platform and related products remains encouraging. Although the Covid-19 pandemic may result in customers taking longer to make purchasing decisions, there has been no material impact to date and the business remains on track.

 

 

Property Information

 

 

Half Year

2020

£m

Half Year

2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Revenue

96

114

-16%

 -2%

222

Cash operating income2

14

21

-36%

-40%

44

Adjusted3 operating profit

12

21

-43%

-44%

41

Cash operating income2 margin

14%

19%

 

 

20%

Adjusted3 operating margin

12%

18%

 

 

19%

 

The Property Information portfolio of businesses operates in the UK, US and Ireland providing commercial and residential property related products and services. Revenues decreased by 2% on an underlying basis. Growth from the US business, Trepp, was more than offset by decreased revenue at the significantly larger European business, Landmark Information Group (Landmark). The 16% reported decrease in revenues reflected the disposal of On-geo, the German business, in June 2019 and BuildFax, the early-stage US business, in October 2019.

 

Landmark faced challenging conditions in the UK throughout the period due to low property market transaction volumes. In March 2020, the property market deteriorated further due to the implementation of the Covid-19 lockdown restrictions, which also affected viewings of properties. In the context of these difficult market conditions, Landmark made encouraging strategic and operational progress in the period, strengthening its product lines and market position. In December 2019, Landmark made a small bolt-on acquisition to strengthen its conveyancing capabilities. OneSearch Direct provides property information and conveyancing solutions to solicitors and other customers in England and Wales.

 

Trepp continued to deliver revenue growth across each of its units in the period, including the core commercial mortgage-backed securities (CMBS) business. Customer renewal rates remain high and there was particularly strong growth from its Commercial Real Estate and Banking businesses.

 

Both Trepp and Landmark are investing to upgrade and launch new products and further strengthen their market position. Trepp launched TreppCLO, its collateralised loan obligations (CLO) product, on a new integrated platform and continues to enhance the product. Landmark is investing in technology to make the processes involved in property transactions more efficient. Since the onset of Covid-19, Landmark has amended its product roadmap to accelerate initiatives that are most likely to benefit from the digitisation of the sector. The reduction in margins and the underlying decrease in cash operating income and adjusted operating profit during the period was due to this increased investment as well as the adverse effect of lower UK revenues.

 

Outlook: in April 2020, Landmark's revenues decreased by an underlying 44% compared to April 2019. There has been a marked reduction in both commercial and residential property transactions in the UK, with current volumes estimated to be less than half of the 2019 levels. Approximately 85% of Landmark's revenues are driven by transaction volumes and consequently particularly weak trading is expected during the second half of FY 2020. The variable portion of the cost base has increased over recent years reflecting a deliberate strategy to make Landmark more resistant to property cycles. Despite this, the lower revenues are adversely affecting cash operating income and adjusted operating profit margins and Landmark reported an adjusted operating loss in April 2020.

 

In the US, Trepp is experiencing increased demand for its analytics. This reflects customer desire to understand the risk and cash flow profile associated with the debt instruments they hold. Trepp is well positioned to continue to deliver growing subscription revenues given these dynamics.

 

 

EdTech: Hobsons

 

 

Half Year

2020

£m

Half Year

2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Revenue

42

38

+10%

+10%

80

Cash operating income2

4

4

-15%

-17%

8

Adjusted3 operating profit

2

3

-29%

-34%

4

Cash operating income2 margin

9%

12%

 

 

10%

Adjusted3 operating margin

5%

8%

 

 

6%

 

The EdTech business, Hobsons, is a leading provider of college and career readiness and student success solutions to the North American market and continues to perform strongly. Revenues in the first half grew by an underlying 10% with continued growth from each of the three product lines: Naviance, the K-12 college and career readiness solution; Intersect, the higher education match and fit business, and Starfish, the higher education student retention and success platform.

 

Good progress was made in the period with modernising the core product platforms and adding client-facing features and functionality. The modernisation is expected to reduce future operating costs and enable faster product development. As expected, the investment adversely affected cash operating income and adjusted operating profit in the period with margins reducing accordingly.

 

Outlook: Hobsons provides student success solutions that demonstrate a clear return on investment for customers, notably supporting revenue generation for US colleges. Hobsons' strong product offering positions it well for the future. The Covid-19 pandemic is expected, however, to extend the time it takes to secure new customers, whilst existing customers' budgets may also come under pressure.

 

 

Events and Exhibitions: dmg events

 

 

Half Year

2020

£m

Half Year

2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Revenue

77

73

+6%

+1%

119

Cash operating income2

5

18

-75%

-37%

22

Adjusted3 operating profit

5

18

-72%

-34%

22

Cash operating income2 margin

6%

25%

 

 

19%

Adjusted3 operating margin

6%

25%

 

 

19%

 

The Events and Exhibitions business, dmg events, is an organiser of B2B exhibitions and associated conferences with industry-leading events in the energy, construction, interiors, hotel, hospitality and leisure sectors. Following the cancellation of all events scheduled for March 2020, due to the Covid-19 crisis, revenues grew an underlying 1% in the period, compared to 8% for the first five months. Big 5 Dubai and ADIPEC, two of the business's three largest events, were held in November 2019 and collectively delivered stable underlying revenues despite challenging conditions in the Middle East, notably in the construction sector. Revenues grew 6% on an absolute basis including the benefit of timing differences, notably the Middle East Stone event held in November 2019 but not in the prior year.

 

During the period, £11m of costs were recognised relating to cancelled or postponed events. Of these, £3m related to events scheduled for March and the recognition of a further £8m, in respect of events scheduled for the second half of FY 2020, was accelerated into first half of the year. It is likely that the majority of these costs will be recovered through insurance but accounting standards (IAS 37) require that the benefit should only be recognised when the cash is virtually certain to be received rather than at this early stage. The Group's insurance cover for communicable diseases is limited to US$20m per financial year until September 2022.

 

The cash operating income and operating margins both decreased to 6% in the period. As well as the impact of events being cancelled and postponed, this reflected investment in driving attendance and in additional content to support future growth, notably for ADIPEC. It was also due to a change in revenue mix. There was a reduction in higher-margin exhibitor revenues offset by an increase in relatively lower-margin delegate revenues, as well as a one-off low margin event organised for a third party.

 

Outlook: to ensure the safety of customers, employees and visitors, all events scheduled from April to August 2020 have been cancelled or postponed and the Gastech event, scheduled to be held in Singapore in September 2020, has been postponed to September 2021. Similarly, Big 5 Dubai, which was scheduled to be held in November 2020, has been postponed to September 2021. It is in the best interests of all parties that dmg events runs well-attended shows and the business is working closely with its major customers and sponsors regarding the timing of scheduled events. It is increasingly likely that the remaining events still scheduled to be held in September and some additional events scheduled in FY 2021 will be postponed or cancelled.

 

The non-occurrence of events due to Covid-19 will result in a substantial reduction in Full Year revenues compared to the prior year. Action has been taken to reduce the business's cost base, including payroll and discretionary items. Despite these measures and the benefit of insurance cover, overhead costs will continue to be incurred. The Full Year financial performance will depend on the timing of recognition of the benefit of insurance cover in the accounts.

 

DMGT believes that the longer-term outlook for Events and Exhibitions is strong, as the importance of face-to-face events increases in a digitising world. In April 2020, dmg events acquired 11 small events from CWC Group, strengthening its position as the leading organiser of gas, LNG and energy events and extending its reach in Africa.

 

 

Energy Information: Genscape

 

 

Half Year

2020

£m

Half Year

2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Revenue

7

37

-81%

N/A

74

Cash operating income2

2

5

-61%

N/A

12

Adjusted3 operating profit

2

4

-54%

N/A

8

Cash operating income2 margin

29%

15%

 

 

16%

Adjusted3 operating margin

23%

9%

 

 

11%

 

DMGT no longer operates an Energy Information division, following the disposal of Genscape for US$364m in November 2019.

 

 

 

Consumer Media: dmg media

 

 

Half Year

2020

£m

Half Year

2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Revenue:

 

 

 

 

 

Daily Mail / The Mail on Sunday

196

208

-6%

-6%

406

MailOnline

79

69

+14%

+14%

140

DailyMailTV

4

7

-45%

-45%

13

Mail Businesses

278

284

-2%

 -2%

559

Metro

41

41

+1%

+1%

79

The 'i'

12

-

N/A

-2%

-

Newsprint and other

14

19

-28%

 -8%

35

Total Revenue

345

343

+1%

-2%

672

 

 

 

 

 

 

Cash operating income2

48

44

+8%

-1%

78

Adjusted3 operating profit

44

39

+15%

+4%

67

Cash operating income2 margin

14%

13%

 

 

12%

Adjusted3 operating margin

13%

11%

 

 

10%

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

 

The Consumer Media portfolio includes two of the UK's most read paid-for newspapers, the UK's highest circulation weekday newspaper and MailOnline, one of the world's leading English language newspaper websites. Consumer Media achieved a good performance in the five months to February 2020, with revenues growing an underlying 1%. The onset of Covid-19 in March impacted performance and revenues for the six months to March 2020 decreased an underlying 2% to £345m. The underlying growth from digital advertising of 15% was more than offset by a 4% decrease in print advertising revenues and a 5% decrease in circulation revenues. Revenues grew 1% in absolute terms, benefiting from the inclusion of four months' trading of the 'i', the UK national newspaper and website, which was acquired at the end of November 2019.

 

The cash operating income margin improved to 14% and the adjusted operating margin increased to 13% from 11%, including the benefit of the 'i' acquisition. Cash operating income decreased by an underlying 1%, including increased capital expenditure in editorial systems. Despite the underlying reduction in revenues, adjusted operating profit grew an underlying 4%, reflecting a continued focus on managing the cost base.

 

Total combined advertising revenues across the Consumer Media portfolio grew by an underlying 4% to £177m. The 5% underlying decrease in circulation revenues to £146m was due to a continued decline in volumes, partly offset by cover price increases of 10p to £1.10 for the Daily Mail Saturday edition, in January 2020, and of 20p to £1.20 for the weekend edition of the 'i', in September 2019. The Mail brand remains strong, which is reflected in the large and growing UK retail market shares held by the Daily Mail and The Mail on Sunday of 27.9% and 24.8% respectively6. The 'i' also grew its UK retail market share in the period, to 4.4%7.

 

Revenues for the combined Mail newspaper, website and TV businesses (Daily Mail, The Mail on Sunday, MailOnline and DailyMailTV) decreased by an underlying 2% to £278m, including £79m from MailOnline. Total advertising across the Mail businesses grew by an underlying 5% to £135m, including 14% growth from MailOnline and a 7% decline in print advertising revenues. The decline in print advertising reflects the continued structural and competitive challenges facing the UK national newspaper advertising market. DailyMailTV continues to raise awareness in the US of MailOnline, though the business's own revenues decreased to £4m in the period.

 

MailOnline continues to focus on attracting traffic directly to its homepages on desktop and mobile or its apps. Indirect traffic, primarily via social media and search platforms, remains more volatile and increased significantly during the period, driving a 33% increase in total average daily global unique browsers to 16.9m. Total minutes spent on the site, excluding time viewing videos, increased by 14% to a daily average of 146m in the period. The direct audience accounted for 78% of minutes spent, reflecting continued high levels of engagement with the direct audience.

 

Metro delivered a resilient performance in the period, growing revenues by an underlying 1% to £41m. Revenues from the 'i' were £12m for the four months of ownership, an underlying decrease of 2%, including underlying growth in both print and digital advertising. Following regulatory approval of the acquisition in March 2020, steps are being taken to realise potential synergies from dmg media's existing infrastructure and operations.

 

Outlook: since March 2020, the impact of Covid-19 has resulted in a pronounced reduction in advertising revenues across both print and digital formats, with the latter partly offset by increased traffic. The UK lockdown has also resulted in fewer hard copy newspapers being bought from shops and newstands, though this has partly been offset by increased deliveries to readers' homes. Encouragingly, print retail circulation volumes of the Mail and 'i' titles have increased successively each week since 5 April 2020.

 

There has also been an increase in demand for digital versions of the Mail newspapers' content, through 'Mail+'. Mail+'s briefings service, which offers readers additional insight, news and entertainment via video, podcast and articles, was launched in October 2019 and now attracts over 270 thousand uniqe visitors a week. Subscribers to Mail+'s premium offering, including the digital version of the newspaper, have more than doubled to over 80 thousand. Metro is still being published to inform and entertain key workers, but circulation volumes are approximately a quarter of their usual levels. At this stage, it is too early to assess the extent to which readership habits may permanently change once lockdown measures are lifted completely.

 

In April 20206, Consumer Media revenues decreased by an underlying 33% due to Covid-19. Circulation revenues were down 17% and total advertising down 46%, including print advertising down 69% and digital advertising down 16%. More recently, there has been a slight improvement in trading, with Consumer Media revenues in the four weeks to 24 May 2020 estimated to be down an underlying 30%. This includes circulation down 9% and total advertising down 45%, with print advertising down 70% and digital advertising down 17%. Newspaper production and distribution costs have also reduced, as well as discretionary expenditure. The pronounced decrease in revenues resulted in the Consumer Media business operating at a loss in April, with a negative adjusted operating margin in the mid-single digits. This is currently expected to improve to a small loss in May 2020.

 

The advertising market is expected to remain difficult and the duration of the impact of lockdown measures on circulation volumes is uncertain. The Board remains confident, however, that high levels of reader engagement will help to support revenue recovery in time.

 

 

Corporate costs

 

 

Half Year 2020

£m

Half Year 2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Cash operating costs²

(18)

(22)

-20%

-20%

(43)

Adjusted operating costs3

(18)

(19)

-5%

-5%

(40)

 

As expected, Corporate operating costs decreased by an underlying 5% in the period and Corporate cash operating costs decreased by an underlying 20% to £18m, reflecting reduced capital expenditure.

 

 

Joint Ventures & Associates

 

Share of pre-tax operating (losses)/profits3

Half Year

2020

£m

Half Year

2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Euromoney Institutional Investor PLC

-

23

-100%

N/A

23

Other joint ventures and associates

(7)

(6)

+24%

+24%

(10)

Total joint ventures and associates

(7)

18

N/A

+24%

13

       

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 losses from joint ventures and associates was £7m, a £25m change compared to net profits of £18m in the prior year. There were no profits from Euromoney in the period, compared to £23m in the prior year. All of the Euromoney shares held by DMGT were distributed to DMGT's shareholders in April 2019.

 

DMGT increased its stake in Yopa, the early-stage loss-making UK hybrid estate agent, from c.26% to c.45% in August 2019 and the the business is the Group's most significant associate holding.

 

As well as joint ventures and associates, DMGT invests in and develops early-stage businesses in which the Group holds smaller stakes. As the percentage holdings are too small or DMGT's level of influence insufficient for the companies to be associates, the Group does not recognise a share of profits or losses from these investments. The most notable is Cazoo, which aims to transform the way people buy used cars in the UK and launched its services to customers in December 2019. DMGT increased its stake from c.19% to c.23% in March 2020.

 

 

Net finance costs

 

 

Half Year 2020

£m

Half Year 2019

£m

Change~

 

Underlying¹

Change~

Full Year

2019

£m

Net interest payable and similar charges3

(2)

(8)

-70%

-81%

(12)

 

Net interest payable and similar charges, including DMGT's share of associates' interest costs, were £2m. The 70% decrease on the prior year was primarily due to the maturing of £219m of bond debt in December 2018. The decrease in finance costs was 81% on an underlying basis, after adjusting for £1m of finance costs recognised following the adoption of IFRS 16.

 

The pension finance credit, which is excluded from adjusted results, was £2m for the period, reflecting the pension surplus on an accounting basis. This compared to a £4m credit for the same period last year and £7m for the prior Full Year.

 

 

Other income statement items

 

· Exceptional items and amortisation

Exceptional operating costs remained at low levels in the first half and, including discontinued operations and associates, totalled an £8m credit in the period (H1 2019 £1m credit). There were impairment charges of £12m in the period (H1 2019 £49m), including £5m in respect of Events & Exhibitions and £4m in respect of associates.

 

The charge for amortisation of intangible assets arising on business combinations was £6m (H1 2019 £14m including the share from associates). The Group recorded other net gains on disposal of businesses and investments, including discontinued operations, of £179m, primarily in respect of the disposal of Genscape, the Energy Information business (H1 2019 gain £16m).

 

In May 2020, the decision was made to amend the existing RMS 2015 Equity Incentive Plan. The amendments are to ensure that the scheme works appropriately for the broader employee base in light of the current business plan. An exceptional non-cash charge of approximately £20m is expected to be reported at the FY 2020 results, reflecting the changes that will be made to the plan in the second half.

 

· Taxation

The adjusted tax charge of £22m (H1 2019 £19m) is stated after adjusting for the effect of exceptional items. The adjusted tax rate for the half year was 39%, an increase on 19% in H1 2019. The increase is due to reduced profit expectations for the second half of the year and the increased significance of tax-adjusting items relative to the Group's adjusted profit before tax. Most notably, the share of unrelieved losses from early-stage associates has increased as a proportion of the Group's adjusted profit before tax.

 

The statutory tax charge for the period was £6m and there was also a statutory tax credit of £17m on discontinued operations. There were £15m of exceptional tax credits.

 

 

 

Pensions

The net surplus on the Group's defined benefit pension schemes increased from pro forma £332m at the start of the year to pro forma £469m at the half year, calculated in accordance with IAS 19 (Revised). The pro forma figures include £117m that was made available to the pension schemes in April 2019 but which currently remains as cash on DMGT's balance sheet, as well as the statutory net surplus, which was £352m at the half year. During the period, the decrease in the value of the defined benefit obligation exceeded the decrease in the value of the assets. Funding payments into the main schemes during the period were £16m.

 

An actuarial valuation of the pension schemes as at 31 March 2019 is in the process of being completed and is expected to conclude that the schemes remain in deficit on an actuarial basis. Potential revisions to the existing funding plan are currently being discussed with the Trustees. The defined benefit schemes are closed to new entrants and the next actuarial valuation is scheduled for 31 March 2022.

 

 

Net cash and cash flow

Pro forma net cash5 at the end of the period was £163m, a decrease of £84m since the start of the financial year, reflecting the usual seasonal cash outflows and £89m spent on acquisitions. Pro forma net cash is stated after adjusting to:

i) exclude £117m of cash that was made available to the Group's pension schemes in April 2019 but which currently remains as cash on DMGT's balance sheet; and

ii) exclude £74m of lease liabilities that are included in statutory net cash following the adoption of IFRS 16, the lease accounting standard.

The Group's cash operating income of £75m is stated after £10m of capital expenditure, a significant reduction on £17m in H1 2019, reflecting a larger proportion of technology costs being expensed directly. Other operating cash net outflows totalled £30m including the usual seasonal outflows, such as incentive plan payments. Group operating cash flow was £45m in the period, a 69% conversion rate of operating profits to operating cash flow, an improvement on 40% in H1 2019.

 

Pro forma net expenditure on acquisitions and investments, including proceeds from disposals, was £67m. This included £50m to acquire the 'i' newspaper and website and £37m invested in Cazoo, the early-stage business accounted for as an investment. There were proceeds of £20m from the disposal of BuildFax. Proceeds from the disposal of the Energy Information business, Genscape, were included in the pro forma net cash at the start of the year and so are excluded from the pro forma cash flow.

 

Payments in the period included dividends of £38m, pension funding payments of £16m and taxation of £10m. Net interest receipts were £7m in the period.

 

The Group's cash, cash equivalents and short-term deposits, net of overdrafts, totalled £478m at the period end. On a pro forma basis, excluding £117m made available to the pension schemes, the Group's gross cash, cash equivalents and short-term deposits totalled £361m. At the period end, bond debt was £203m, comprised of £203m of the 6.375% bonds, due 2027 and less than £1m of the 10.0% bonds, due 2021. There was also £4m of net cash in respect of collateral, loan notes and derivatives. The Group's committed bank facilities were £380m, which mature in March 2023, were completely unutilised.

 

In May 2020, Fitch reaffirmed DMGT's BBB- investment grade rating. The Group's preferred upper limit for gearing remains a net debt to adjusted earnings before interest, tax, depreciation and amortisation (EBITDA) ratio of 2.0, below the requirements of the Group's bank covenants.

 

The Directors have a reasonable expectation that the Group will continue to operate and meet its liabilities as they fall due for at least one year. Accordingly, they are satisfied that it is appropriate to continue to adopt the going concern basis in preparing DMGT's accounts.

 

Financing and shares

During the first half of the year, the Group acquired 0.2m 'A' Ordinary Shares for £2m in order to meet obligations to provide shares under its incentive plans. It utilised 0.3m shares, valued at £2m, and a further 1.0m shares from the Employee Benefit Trust, valued at £7m, to provide shares under various incentive plans. As at 31 March 2020, DMGT had 229.1m shares in issue, including 19.9 million Ordinary Shares, and a further 5.7m 'A' Ordinary Shares held in Treasury and the Employee Benefit Trust8.

 

Dividend

The dividend policy is to grow the dividend in real terms and, in the medium term, to distribute about one-third of the Group's adjusted earnings. The Board has declared an interim dividend of 7.5 pence per Ordinary and 'A' Ordinary Non-Voting share (H1 2019 7.3 pence) which will be paid on 26 June 2020 to shareholders on the register at the close of business on 5 June 2020.

 

There is currently a high level of uncertainty in respect of the general business environment. The Board decided to follow its dividend policy in respect of the interim dividend, reflecting the first half trading performance. Future dividends will reflect the prevailing economic outlook and the trading of our businesses.

 

 

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

The Board and management team use adjusted results, rather than statutory results, as the primary basis for providing insight into 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 the comparative performance of the business during the period.

 

The tables on pages 22 and 23 show the adjustments between statutory profit before tax and adjusted profit before tax, by business, for both the first half of FY 2020 (H1 2020) and H1 2019.

 

The explanation for each type of adjustment is as follows:

 

1)

Discontinued operations: the adjusted results include the pre-disposal results of discontinued operations, namely Genscape, the Energy Information business, 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. These are excluded from adjusted results.

 

3)

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. Software, including products, is also recognised as an intangible asset on the balance sheet but the ongoing amortisation of software is similar to the depreciation of tangible assets and is an everyday cost of doing business, so is included in both statutory and adjusted results.

 

4)

Profit on sale of assets: the Group makes gains or losses when disposing of businesses, for example on the disposal of BuildFax, the US Property Information business, in October 2019. 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.

 

5)

Pension finance credit: the finance 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 credit and is excluded from adjusted results.

 

6)

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 2020

 

 

£ millions

Note

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

JV&AH

DMGT Group

 

Statutory operating profit

 

19

9

2

(1)

-

39

(21)

(10)

37

 

Discontinued operations

1

-

-

-

-

13

-

-

-

13

 

Exceptional operating (credit) / costs

2

-

-

-

-

(11)

1

4

-

(8)

Intangible impairment and amortisation

3

-

3

-

6

-

5

-

4

17

Exclude JV's & Associates

 

 

 

 

 

 

 

 

(6)

6

 

Adjusted operating profit

 

19

12

2

5

2

44

(18)

 

65

 

 

 

£ millions

Note

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

JV&AH

FCI

DMGT Group

 

Statutory PBT

 

19

46

2

(1)

-

45

(21)

(10)

-

80

 

Discontinued operations¹

1

-

-

-

-

147

-

-

-

-

147

 

Profit on sale of assets¹

4

-

(37)

(1)

-

(134)

(6)

(1)

-

-

(179)

 

Operating profit adjustments (∞ above)

2, 3

-

3

-

6

(11)

5

3

4

-

10

Total ∞

Pension finance credit

5

-

-

-

-

-

-

-

-

(2)

(2)

 

Other adjustments

6

-

-

-

-

-

-

-

-

-

-

 

Adjusted PBT

 

19

12

2

5

2

44

(18)

(7)

(2)

56

 

 

Notes: The figures in the Note column above correspond with explanations of the adjustments given on page 21.

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

· 1. Discontinued operations and profit on sale of assets both include the £134m profit on disposal of discontinued operations.

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 2019

 

£ millions

Note

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

JV&AH

DMGT Group

 

Statutory operating profit

 

26

(5)

2

18

-

36

(23)

(17)

37

 

Discontinued operations

1

-

-

-

-

2

-

-

-

2

 

Exceptional operating costs

2

-

-

-

-

-

2

3

(7)

(1)

Intangible impairment and amortisation

3

-

26

1

1

2

-

-

34

63

Exclude JV's & Associates

 

 

 

 

 

 

 

 

10

(10)

 

Adjusted operating profit

 

26

21

3

18

4

39

(19)

 

90

 

 

£ millions

Note

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

JV&AH

FCI

DMGT Group

 

Statutory PBT

 

26

22

2

18

-

36

(32)

(17)

(5)

50

 

Discontinued operations

1

-

-

-

-

-

-

-

-

-

-

 

Profit on sale of assets

4

-

(27)

-

-

1

-

9

-

-

(16)

 

Operating profit adjustments (∞ above)

2, 3

-

26

1

1

2

2

3

27

-

61

Total ∞

Pension finance credit

5

-

-

-

-

-

-

-

-

(4)

(4)

 

Other adjustments

6

-

-

-

-

-

-

-

7

1

8

 

Adjusted PBT

 

26

21

3

18

4

39

(19)

18

(8)

100

 

 

 

Notes:

The figures in the Note column above correspond with explanations of the adjustments given on page 21.

A IR = Insurance Risk, B PI = Property Information, C ET = EdTech, D E&E = Events and Exhibitions, E EI = Energy Information, F CM = Consumer Media, G CC = Corporate costs, H JV&A = Joint ventures and Associates, I FC = Finance 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 2020

 

Half Year 2019

£ million

Adjusted results including discontinued operations

 

 

 

Discontinued operations

Adjusted results excluding discontinued operations

 

Adjusted results including discontinued operations

 

 

 

Discontinued operations

Adjusted results excluding discontinued operations

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

Continuing operations

683

-

683

 

687

-

687

Discontinued operations

7

7

-

 

37

37

-

Total Revenue

690

7

683

 

724

37

687

 

 

 

 

 

 

 

 

Operating Profit

 

 

 

 

 

 

 

Continuing operations

64

-

64

 

87

-

87

Discontinued operations

2

2

-

 

4

4

-

Total Operating Profit

65

2

64

 

90

4

87

 

 

 

 

 

 

 

 

Operating margin %

9%

23%

9%

 

12%

9%

13%

 

 

Notes:

The discontinued operations refer to Genscape, the Energy Information business.

 

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

 

 

Cash operating income2

 

Half Year 2020

£ millions

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

DMGT Group

Adjusted operating profit

19

12

2

5

2

44

(18)

65

Depreciation of tangible fixed assets*

3

1

-

-

-

7

-

11

Amortisation of intangible assets**

-

2

4

-

-

1

1

8

Purchase of tangible fixed assets

-

-

-

-

-

(5)

-

(7)

Expenditure on intangible fixed assets**

-

(1)

(2)

-

-

-

-

(3)

Cash operating income

22

14

4

5

2

48

(18)

75

 

 

Half Year 2019

£ millions

IRA

PIB

ETC

E&ED

EIE

CMF

CCG

DMGT Group

Adjusted operating profit

26

21

3

18

4

39

(19)

90

Depreciation of tangible fixed assets

2

1

-

-

1

7

-

13

Amortisation of intangible assets**

-

3

4

-

2

1

-

11

Purchase of tangible fixed assets

(2)

(1)

-

-

(1)

(3)

-

(8)

Expenditure on intangible fixed assets**

-

(3)

(2)

-

(1)

-

(3)

(9)

Cash operating income

26

21

4

18

5

44

(22)

97

 

 

Notes:

* The depreciation charge on the additional right-of-use assets, which has resulted since 1 October 2019 from the adoption of IFRS 16, the lease accounting standard, is not added back when calculating Cash OI.  

** Amortisation of intangible assets and expenditure on intangible assets refers to products and software, not assets acquired as part of business combinations.

A IR = Insurance Risk, B PI = Property Information, C ET = EdTech, D E&E = Events and Exhibitions, E EI = Energy Information, F CM = Consumer Media, G CC = Corporate costs

 

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

Underlying1 analysis - Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Half Year 2020

 

Half Year 2019

£ millions

%

 

Underlying

M&A

Other

Reported

 

Underlying

M&A

Exchange

Other

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Risk

+2%

 

123

-

-

123

 

120

-

1

-

119

Property Information

-2%

 

97

1

-

96

 

99

(15)

-

-

114

EdTech

+10%

 

42

-

-

42

 

38

-

-

-

38

Events and Exhibitions

+1%

 

77

-

-

77

 

77

1

1

3

73

Energy Information

N/A

 

-

(7)

-

7

 

-

(37)

-

-

37

B2B

+2%

 

339

(6)

-

345

 

334

(51)

2

3

381

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Media

-2%

 

339

6

(13)

345

 

344

18

-

(18)

343

 

 

 

 

 

 

 

 

 

 

 

 

 

DMGT Group

0%

 

677

-

(13)

690

 

678

(33)

2

(15)

724

 

 

 

 

 

 

 

 

 

 

 

 

 

                 

 

Notes:

M&A adjustments are for disposals and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. '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.

 

 

 

 

 

 

Underlying1 analysis - Adjusted3 operating profit and profit before tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Half Year 2020

 

Half Year 2019

 

£ millions

%

 

Underlying

M&A

Other

Reported

 

Underlying

M&A

Exchange

Other

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Risk

-27%

 

19

-

-

19

 

26

-

-

-

26

 

Property Information

-44%

 

12

-

-

12

 

21

-

-

-

21

 

EdTech

-34%

 

2

-

-

2

 

3

-

-

-

3

 

Events and Exhibitions

-34%

 

12

-

7

5

 

19

-

-

-

18

 

Energy Information

N/A

 

-

(2)

-

2

 

-

(4)

-

-

4

 

B2B

-35%

 

45

(2)

7

40

 

69

(3)

1

-

71

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Media

+4%

 

47

3

-

44

 

45

7

-

-

39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate costs

-5%

 

(18)

-

-

(18)

 

(19)

-

-

-

(19)

 

Adjusted operating profit

-22%

 

74

1

7

65

 

95

4

-

-

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Losses)/income from JVs and associates

+24%

 

(7)

-

-

(7)

 

(6)

(23)

-

-

18

 

Net finance costs

-81%

 

(2)

-

1

(2)

 

(8)

-

-

-

(8)

 

Adjusted profit before tax

-20%

 

65

1

8

56

 

81

(19)

-

-

100

 

                             

 

Notes:

M&A adjustments are for disposals and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. 'Other' includes adjustments for the consistent timing of revenue recognition as well as the timing of shows at Events and Exhibitions. 'Other' also includes an adjustment to remove the impact of £8m of costs recognised in Half Year 2020 that relate to events that were scheduled for the second half of FY 2020 but which have been cancelled or postponed as no costs for these events was included in Half Year 2019. Underlying Half Year 2020 figures are adjusted in respect of IFRS 16, so the calculation methodology is consistent across periods. The underlying growth in the share of operating profits from joint ventures and associates excludes Euromoney.

 

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

 

 

 

Underlying1 analysis - Cash operating income²

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Half Year 2020

 

Half Year 2019

 

£ millions

%

 

Underlying

M&A

Other

Reported

 

Underlying

M&A

Exchange

Other

Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance Risk

-19%

 

22

-

-

22

 

26

-

-

-

26

 

Property Information

-40%

 

14

-

-

14

 

22

1

-

-

21

 

EdTech

-17%

 

4

-

-

4

 

4

-

-

-

4

 

Events and Exhibitions

-37%

 

12

-

7

5

 

19

-

-

-

18

 

Energy Information

N/A

 

-

(2)

-

2

 

-

(5)

-

-

5

 

B2B

-30%

 

50

(2)

7

45

 

72

(4)

-

-

75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Media

-1%

 

50

3

-

48

 

51

7

-

-

44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate cash operating costs

-20%

 

(18)

-

-

(18)

 

(22)

-

-

-

(22)

 

Group cash operating income

-17%

 

83

1

7

75

 

100

3

-

-

97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                              

 

Notes:

M&A adjustments are for disposals and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. 'Other' includes adjustments for the consistent timing of revenue recognition as well as the timing of shows at Events and Exhibitions. 'Other' also includes an adjustment to remove the impact of £8m of costs recognised in Half Year 2020 that relate to events that were scheduled for the second half of FY 2020 but which have been cancelled or postponed as no costs for these events was included in Half Year 2019. Underlying Half Year 2020 figures are adjusted in respect of IFRS 16, so the calculation methodology is consistent across periods.

 

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

 

 

 

 

Principal risks and uncertainties

The principal risks and uncertainties that affect the Group on an ongoing basis are described in our most recent Annual Report (FY 2019). These are still considered to be relevant risks and uncertainties for the Group at this time and are summarised below. The Group faces business continuity risk associated with an event such as a pandemic, epidemic, natural or manmade disaster. Despite the seamless transition by DMGT's businesses to remote working, following the onset of Covid-19, a specific additional principal risk has been included in operational risks below. This reflects the potential operational and financial consequences of such a business continuity event, notably for the Events and Exhibitions business.

 

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 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.

 

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

 

· Economic and geopolitical uncertainty. The significance of this risk has increased during the period because of the current Covid-19 pandemic and the containment measures put in place to control it. There is an increasing likelihood of an imminent and severe global recession.

 

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

 

Operational Risks

· Business continuity event (e.g. pandemic, epidemic, natural or manmade disaster). As well as an immediate impact on operations, an event may have an extended effect, as is expected to be the case with the Covid-19 pandemic. The safety of employees on their commute, as well as in the workplace, is a priority and containment measures to control the pandemic are likely to continue to affect working practices for an extended period of time.

 

· 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 and sectors.

 

· The funding of the pension scheme deficit could be greater than expected.

 

 

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 2019 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

27 May 2020

 

Notes

1 Underlying growth rates are on a like-for-like basis, see pages 26 to 28. Underlying revenues, cash operating income2 and operating profits 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. Cash operating income, operating profits and finance costs are also adjusted in respect of IFRS 16, so the calculation methodology is consistent across periods. For events, the comparisons are between events scheduled to be held in the six-month period and the same events held the previous time. Consequently, underlying growth rates include all costs for events that were scheduled in March 2020 and were cancelled or postponed, but exclude all costs associated with events originally scheduled for later in the year. For Consumer Media, underlying revenues exclude low margin newsprint resale activities. The underlying change in the share of operating profits from joint ventures and associates excludes Euromoney Institutional Investor PLC.

 

2 Cash operating income (Cash OI) is calculated by adding back depreciation and amortisation expenses, which are non-cash items, to adjusted operating profit and then deducting capital expenditure. The depreciation charge on the additional right-of-use assets, which has resulted since 1 October 2019 from the adoption of IFRS 16, the lease accounting standard, is not added back when calculating Cash OI.

 

3 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 credits and fair value adjustments. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 21 to 23.

 

4 The statutory results are IFRS figures before any adjustments. They exclude discontinued operations, namely the Energy Information business, Genscape, other than earnings per share.

 

5 The actual net cash position as at 31 March 2020 was £206m including £74m of additional lease liabilities in respect of the adoption of IFRS 16, the lease accounting standard, and the net cash:EBITDA ratio was 1.4. Excluding the additional lease liabilities, net cash could have been £280m. However, £117m has been made available to the Group's pension schemes but continues to be held as cash by DMGT. The pro forma net cash of £163m as at 31 March 2020 is stated after adjusting net cash to exclude the £117m. The pro forma net cash:EBITDA ratio was 1.1.

 

The pro forma net cash of £163m includes gross cash of £361m, £203m bond debt and £4m net cash in respect of collateral, loan notes and derivatives. Gross cash includes cash, cash equivalents and short-term deposits, net of overdrafts, and excludes the £117m made available to the pension schemes.

 

6 For Consumer Media, April 2020 refers to the four week period to 26 April 2020. For the B2B businesses, it refers to the month to 30 April 2020.

 

7 During the 25 weeks to 22 March 2020 (H1 2020), the Daily Mail's audited market share of UK retail sales averaged 27.9% (an increase from 27.2% in H1 2019), The Mail on Sunday averaged 24.8% (an increase from 23.9% in H1 2019) and the 'i' averaged 4.4% (an increase from 4.3% in H1 2019). Circulation market share figures are calculated using ABC's National Newspapers Reports, excluding digital subscribers. ABC's figures no longer include The Daily Telegraph or The Sunday Telegraph and the H1 2019 comparatives have been adjusted accordingly.

 

8 As at the end of 31 March 2020, there were 4,466,393 'A' Ordinary Shares held in Treasury and 1,190,372 'A' Ordinary Shares held by the DMGT Employee Benefit Trust.

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

 

The average £: US$ exchange rate for the first half of the year was £1:$1.28 (against £1:$1.29 last year). The rate at the Half Year end was $1.24 (2019: $1.30), compared to $1.23 at the September 2019 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 Investor Relations

+ 44 20 3615 2903

For media enquiries

Tim Burt / Doug Campbell, Teneo

 

+44 7583 413254 / +44 7753 136628

 

Half Year Results presentation and Q&A conference call

A presentation of the Half Year Results will be given at 9.30am on 28 May 2020 and will be followed by a question and answer session for City analysts and investors. The presentation will be available on our website at www.dmgt.com/webcasthy20 and the dial-in number for questions is +44 (0)330 336 9411, confirmation code 9513118.

 

Next trading update

The Group's next scheduled announcement of financial information will be its nine month trading update on 23 July 2020.

 

Market Abuse Regulation

The information communicated in this announcement includes inside information.

 

Person responsible for arranging the release of this announcement:

Fran Sallas, Company Secretary

+44 20 3615 2904

 

 

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 6 month period ended 31 March 2020. 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 2020;

· 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

27 May 2020

 

Shareholder Information

 

Financial Calendar (provisional)

 

2020

 

28 May

Half yearly financial report released

4 June

Interim ex-dividend date

5 June

Interim record date

22 June

Payment of interest on bonds

26 June

Payment of interim dividend

23 July

Nine month trading update

30 September

Year end

23 November

Announcement of Full Year 2020 results

3 December

Ex-dividend date

4 December

Record date

 

 

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.

 

Condensed Consolidated Financial Statements

Condensed Consolidated Income Statement

 

For the 6 months ended 31 March 2020

 

 

 

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

CONTINUING OPERATIONS

 

 

 

 

Revenue

3

683.3

687.0

1,337.0

 

 

 

 

 

Adjusted operating profit

3, (i)

63.8

86.9

135.8

Exceptional operating costs

3

(3.5)

(5.6)

(11.9)

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

3

(13.7)

(27.2)

(29.3)

 

 

 

 

 

Operating profit before share of results of joint ventures and associates

 

46.6

54.1

94.6

Share of results of joint ventures and associates

4

(10.1)

(16.6)

(28.1)

Total operating profit

 

36.5

37.5

66.5

Other gains and losses

5

43.9

18.0

73.7

Profit before investment revenue, net finance costs and tax

 

80.4

55.5

140.2

Investment revenue

6

6.0

6.5

11.5

 

 

 

 

 

Finance expense

7

(8.5)

(15.5)

(24.5)

Finance income

7

2.2

3.7

7.1

Net finance costs

 

(6.3)

(11.8)

(17.4)

 

 

 

 

 

Profit before tax

 

80.1

50.2

134.3

Tax

8

(5.8)

(2.3)

(20.4)

Profit after tax from continuing operations

 

74.3

47.9

113.9

 

 

 

 

 

DISCONTINUED OPERATIONS

16

 

 

 

Profit/(loss) from discontinued operations

 

130.7

(1.8)

(22.6)

PROFIT FOR THE PERIOD

 

205.0

46.1

91.3

 

 

 

 

 

Attributable to:

 

 

 

 

Owners of the Company

 

205.0

45.6

90.9

Non-controlling interests*

 

-

0.5

0.4

Profit for the period

 

205.0

46.1

91.3

 

 

 

 

 

Earnings/(loss) per share

11

 

 

 

From continuing operations

 

 

 

 

Basic

 

32.5p

13.4p

38.3p

Diluted

 

32.1p

13.2p

37.8p

From discontinued operations

 

 

 

 

Basic

 

57.2p

(0.5)p

(7.6)p

Diluted

 

56.4p

(0.5)p

(7.5)p

From continuing and discontinued operations

 

 

 

 

Basic

 

89.7p

12.9p

30.7p

Diluted

 

88.5p

12.7p

30.3p

Adjusted earnings per share

 

 

 

 

Basic

 

15.0p

22.5p

38.6p

Diluted

 

14.8p

22.2p

38.1p

 

 

 

 

 

* All attributable to continuing operations.

 

(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.

Condensed Consolidated Statement of Comprehensive Income

 

For the 6 months ended 31 March 2020

 

 

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2019

Audited year ended 30 September 2019

 

£m

£m

£m

Profit for the period

205.0

46.1

91.3

 

 

 

 

Items that will not be reclassified to Consolidated Income Statement

 

 

 

Actuarial gain/(loss) on defined benefit pension schemes

118.8

(21.1)

(45.3)

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

-

(0.3)

(0.1)

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

(26.5)

3.6

7.7

Fair value movement of financial assets through other comprehensive income

65.0

-

(4.5)

 

 

 

 

Total items that will not be reclassified to Consolidated Income Statement

157.3

(17.8)

(42.2)

 

 

 

 

Items that may be reclassified subsequently to Consolidated Income Statement

 

 

 

Losses on hedges of net investments in foreign operations

(6.3)

(3.6)

(13.5)

Costs of hedging

0.6

(0.5)

(0.1)

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

-

(0.7)

(0.7)

Translation reserves recycled to Consolidated Income Statement on disposals

10.2

(1.0)

(3.6)

Foreign exchange differences on translation of foreign operations

7.4

(0.5)

16.2

 

 

 

 

Total items that may be reclassified subsequently to Consolidated Income Statement

11.9

(6.3)

(1.7)

 

 

 

 

Other comprehensive income/(expense) for the period

169.2

(24.1)

(43.9)

 

 

 

 

Total comprehensive income for the period

374.2

22.0

47.4

 

 

 

 

Attributable to:

 

 

 

Owners of the Company

374.2

21.8

47.1

Non-controlling interests

-

0.2

0.3

 

374.2

22.0

47.4

 

 

 

 

Continuing operations

359.4

25.2

67.4

Discontinued operations

14.8

(3.2)

(20.0)

 

374.2

22.0

47.4

 

 

 

 

Total comprehensive income for the period from continuing operations attributable to:

 

 

 

Owners of the Company

359.4

25.0

67.1

Non-controlling interests

-

0.2

0.3

 

359.4

25.2

67.4

 

Condensed Consolidated Statement of Changes in Equity

For the 6 months ended 31 March 2020

 

 

 

Called-up

share

capital

Share

premium

account

Capital

redemption

reserve

Own

shares

Translation

reserve

Retained

earnings

Equity

attributable

to owners of

the Company

Non-controlling

interests

Total

equity

 

Note

£m

£m

£m

£m

£m

£m

£m

£m

£m

At 30 September 2018

 

45.3

17.8

5.0

(57.2)

53.5

1,597.5

1,661.9

13.5

1,675.4

Adjustment for transition to IFRS 15

 

-

-

-

-

-

(2.4)

(2.4)

-

(2.4)

Adjustment for transition to IFRS 9

 

-

-

-

-

-

(2.9)

(2.9)

-

(2.9)

Restated at 1 October 2018

 

45.3

17.8

5.0

(57.2)

53.5

1,592.2

1,656.6

13.5

1,670.1

Profit for the period

 

-

-

-

-

-

45.6

45.6

0.5

46.1

Other comprehensive expense for the period

 

-

-

-

-

(5.6)

(18.2)

(23.8)

(0.3)

(24.1)

Total comprehensive income/(expense) for the period

 

-

-

-

-

(5.6)

27.4

21.8

0.2

22.0

Dividends

9

-

-

-

-

-

(57.4)

(57.4)

(1.0)

(58.4)

Euromoney dividend in specie

9

-

-

-

-

-

(673.6)

(673.6)

-

(673.6)

Euromoney cash distribution

9

-

-

-

-

-

(200.0)

(200.0)

-

(200.0)

Own shares acquired in the period

24

-

-

-

(2.5)

-

-

(2.5)

-

(2.5)

Own shares released on exercise of share options

 

-

-

-

8.6

-

-

8.6

-

8.6

Changes in non-controlling interests following disposal of businesses

 

-

-

-

-

-

-

-

(3.3)

(3.3)

Fair value movement in available-for-sale assets

 

-

-

-

-

-

(4.9)

(4.9)

-

(4.9)

Credit to equity for share-based payments

 

-

-

-

-

-

7.8

7.8

-

7.8

Settlement of exercised share options of subsidiaries

 

-

-

-

-

-

(9.2)

(9.2)

-

(9.2)

Deferred tax on other items recognised in equity

 

-

-

-

-

-

(0.5)

(0.5)

-

(0.5)

At 31 March 2019

 

45.3

17.8

5.0

(51.1)

47.9

681.8

746.7

9.4

756.1

At 30 September 2018

 

45.3

17.8

5.0

(57.2)

53.5

1,597.5

1,661.9

13.5

1,675.4

Adjustment for transition to IFRS 15

 

-

-

-

-

-

(2.4)

(2.4)

-

(2.4)

Adjustment for transition to IFRS 9

 

-

-

-

-

-

(2.9)

(2.9)

-

(2.9)

Restated at 1 October 2018

 

45.3

17.8

5.0

(57.2)

53.5

1,592.2

1,656.6

13.5

1,670.1

Profit for the period

 

-

-

-

-

-

90.9

90.9

0.4

91.3

Other comprehensive expense for the period

 

-

-

-

-

(1.0)

(42.8)

(43.8)

(0.1)

(43.9)

Total comprehensive income/(expense) for the period

 

-

-

-

-

(1.0)

48.1

47.1

0.3

47.4

Cancellation of A Ordinary Non-Voting Shares

 

(16.0)

-

16.0

-

-

-

-

-

-

Dividends

9

-

-

-

-

-

(74.1)

(74.1)

(1.0)

(75.1)

Euromoney dividend in specie

9

-

-

-

-

-

(661.8)

(661.8)

-

(661.8)

Euromoney impairment

 

-

-

-

-

-

(11.8)

(11.8)

-

(11.8)

Euromoney cash distribution

9

-

-

-

-

-

(200.0)

(200.0)

-

(200.0)

Own shares acquired in the period

24

-

-

-

(2.5)

-

-

(2.5)

-

(2.5)

Own shares released on exercise of share options

 

-

-

-

10.6

-

-

10.6

-

10.6

Changes in non-controlling interests following disposal of businesses

 

-

-

-

-

-

-

-

(12.8)

(12.8)

Credit to equity for share-based payments

 

-

-

-

-

-

21.1

21.1

-

21.1

Settlement of exercised share options of subsidiaries

 

-

-

-

-

-

(11.5)

(11.5)

-

(11.5)

Deferred tax on other items recognised in equity

 

-

-

-

-

-

0.6

0.6

-

0.6

At 30 September 2019

 

29.3

17.8

21.0

(49.1)

52.5

702.8

774.3

-

774.3

Adjustment for transition to IFRS 16

2

-

-

-

-

-

1.1

1.1

-

1.1

Restated at 1 October 2019

 

29.3

17.8

21.0

(49.1)

52.5

703.9

775.4

-

775.4

Profit for the period

 

-

-

-

-

-

205.0

205.0

-

205.0

Other comprehensive income for the period

 

-

-

-

-

11.9

157.3

169.2

-

169.2

Total comprehensive income for the period

 

-

-

-

-

11.9

362.3

374.2

-

374.2

Dividends

9

-

-

-

-

-

(37.9)

(37.9)

-

(37.9)

Own shares acquired in the period

24

-

-

-

(1.8)

-

-

(1.8)

-

(1.8)

Financial liability for closed period purchases

29

-

-

-

(20.0)

-

-

(20.0)

-

(20.0)

Own shares released on exercise of share options

 

-

-

-

9.2

-

-

9.2

-

9.2

Credit to equity for share-based payments

 

-

-

-

-

-

9.2

9.2

-

9.2

Settlement of exercised share options of subsidiaries

 

-

-

-

-

-

(10.3)

(10.3)

-

(10.3)

Deferred tax on other items recognised in equity

 

-

-

-

-

-

0.6

0.6

-

0.6

At 31 March 2020

 

29.3

17.8

21.0

(61.7)

64.4

1,027.8

1,098.6

-

1,098.6

Condensed Consolidated Statement of Financial Position

 

At 31 March 2020

 

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

Note

£m

£m

£m

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Goodwill

18

244.6

308.5

251.2

Other intangible assets

18

110.6

108.5

69.9

Property, plant and equipment

19

69.6

85.2

74.4

Right of use assets

20

62.3

-

-

Investments in joint ventures

 

8.0

7.4

8.1

Investments in associates

 

55.6

74.3

90.9

Financial assets at fair value through other comprehensive income

 

171.4

30.3

33.8

Trade and other receivables

 

17.1

30.4

26.6

Other financial assets

22

13.1

5.6

12.0

Derivative financial assets

 

3.8

3.6

3.6

Retirement benefit asset

25

362.9

243.4

225.7

Deferred tax assets

 

19.6

58.3

54.9

 

 

1,138.6

955.5

851.1

Current assets

 

 

 

 

Inventories

 

13.7

20.6

26.8

Trade and other receivables

 

276.1

308.3

288.7

Current tax receivable

 

1.5

3.6

0.8

Other financial assets

22

21.9

6.9

15.4

Cash and cash equivalents

 

489.2

382.6

299.1

Total assets of businesses held for sale

17

4.3

709.6

153.5

 

 

806.7

1,431.6

784.3

Total assets

 

1,945.3

2,387.1

1,635.4

 

 

 

 

 

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

(419.4)

(460.4)

(478.0)

Dividends payable

9

-

(873.6)

-

Current tax payable

 

(6.7)

(7.5)

(3.5)

Acquisition put option commitments

 

-

(0.5)

-

Borrowings

21

(10.8)

(4.7)

(11.8)

Lease liabilities

21

(23.3)

-

-

Derivative financial liabilities

 

(16.2)

-

(18.7)

Provisions

 

(63.7)

(38.9)

(44.7)

Total liabilities of businesses held for sale

17

(20.5)

(9.3)

(72.6)

 

 

(560.6)

(1,394.9)

(629.3)

Non-current liabilities

 

 

 

 

Trade and other payables

 

(1.5)

(2.5)

(2.3)

Borrowings

21

(203.4)

(202.0)

(202.8)

Lease liabilities

21

(50.4)

-

-

Derivative financial liabilities

 

(13.9)

(14.8)

(5.7)

Retirement benefit deficit

25

(10.8)

(7.5)

(10.7)

Provisions

 

(5.6)

(6.7)

(7.8)

Deferred tax liabilities

 

(0.5)

(2.6)

(2.5)

 

 

(286.1)

(236.1)

(231.8)

Total liabilities

 

(846.7)

(1,631.0)

(861.1)

Net assets

 

1,098.6

756.1

774.3

 

 

Condensed Consolidated Statement of Financial Position

At 31 March 2020

 

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

Note

£m

£m

£m

SHAREHOLDERS' EQUITY

 

 

 

 

Called-up share capital

24

29.3

45.3

29.3

Share premium account

 

17.8

17.8

17.8

Share capital

 

47.1

63.1

47.1

Capital redemption reserve

 

21.0

5.0

21.0

Own shares

 

(61.7)

(51.1)

(49.1)

Translation reserve

 

64.4

47.9

52.5

Retained earnings

 

1,027.8

681.8

702.8

Equity attributable to owners of the Company

 

1,098.6

746.7

774.3

Non-controlling interests

 

-

9.4

-

 

 

1,098.6

756.1

774.3

 

Approved by the Board on 27 May 2020.

Condensed Consolidated Cash Flow Statement

For the 6 months ended 31 March 2020

 

 

 

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

Cash generated by operations

12

54.1

28.7

165.0

Taxation paid

 

(10.7)

(7.1)

(20.0)

Taxation received

 

0.3

1.8

9.8

Net cash generated from operating activities

 

43.7

23.4

154.8

 

 

 

 

 

Investing activities

 

 

 

 

Interest received

 

7.8

4.4

7.4

Dividends received from joint ventures and associates

 

0.5

12.2

12.3

Purchase of property, plant and equipment

19

(6.6)

(7.6)

(15.9)

Expenditure on internally generated intangible fixed assets

18

(2.7)

(9.2)

(13.9)

Expenditure on other intangible assets

18

(0.5)

-

-

Purchase of financial assets held at fair value through other comprehensive income

 

(37.7)

(4.3)

(6.1)

Proceeds on disposal of property and plant and equipment

19

-

9.3

9.3

Purchase of businesses and subsidiary undertakings

14

(57.3)

(7.0)

(27.6)

Settlements and collateral payments on treasury derivatives

 

(8.9)

(3.9)

(12.3)

Investment in joint ventures and associates

 

(0.5)

(9.6)

(39.4)

Loans to joint ventures and associates repaid

 

-

0.1

0.2

Proceeds/(costs) on disposal of businesses and subsidiary undertakings

15

303.4

(5.4)

(11.6)

Proceeds on disposal of joint ventures and associates

5

0.1

10.3

81.4

Sale of other financial assets

 

-

237.3

237.3

 

 

 

 

 

Net cash generated from investing activities

 

197.6

226.6

221.1

 

 

 

 

 

Financing activities

 

 

 

 

Equity dividends paid

9

(37.9)

(57.4)

(274.1)

Dividends paid to non-controlling interests

 

-

(1.0)

(1.0)

Purchase of own shares

24

(1.8)

(2.5)

(2.5)

Net payment on settlement of subsidiary share options

 

(1.0)

(0.5)

(0.8)

Interest paid

 

(0.9)

(14.6)

(28.7)

Bonds repaid

21

-

(218.5)

(218.5)

Bonds redeemed

21

-

(6.1)

(6.7)

Premium on redemption of bonds

21

-

(0.9)

(0.9)

Amounts received on sublease receivable

 

2.0

-

-

Loan notes repaid

 

(1.6)

-

(0.1)

Repayments on lease liabilities

 

(13.0)

-

-

 

 

 

 

 

Net cash used in financing activities

 

(54.2)

(301.5)

(533.3)

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

13

187.1

(51.5)

(157.4)

Cash and cash equivalents at beginning of period

 

289.2

435.9

435.9

Exchange gain/(loss) on cash and cash equivalents

13

2.1

(1.8)

10.7

Net cash and cash equivalents at end of period

 

478.4

382.6

289.2

 

Condensed Consolidated Financial Statements

Notes to the accounts

1 Basis of preparation

The information for the 6 months ended 31 March 2020 and 31 March 2019 and for the year ended 30 September 2019 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 2019 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 five operating divisions: Insurance Risk, Property Information, EdTech, Events and Exhibitions and Consumer 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, Metro and the 'i' 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, whilst the 'i' prepared financial statements for the period ending 4 April 2020. These businesses 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.

 

In light of the continuing COVID-19 pandemic the Directors have performed a detailed going concern review. This included the preparation of an updated five-year forecast which was re-modelled to incorporate a pessimistic scenario and a plausible but severe scenario for the period through to 30 September 2021. In addition, the Directors considered the availability of the Group's committed but undrawn bank facilities of £380.0 million which expire in March 2023.

 

The Directors' plausible but severe scenario model for the period to 30 September 2021 included the impact of not holding shows in the Events and Exhibitions segment, the UK residential housing market to operate at volumes at the floor of a functioning market in the Property Information segment and revenues in the Consumer Media segment to demonstrate no growth year on year.

 

In this severe but plausible scenario the Group did not forecast a draw down on its bank facilities nor does it forecast a breach of its banking covenants.

 

After due consideration the Directors have concluded that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of this report.

 

For this reason, the Directors continue to adopt the going concern basis in preparing the condensed interim financial information for the six months ended 31 March 2020.

 

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.

 

Although not required by IAS 34, comparative figures for the Condensed Consolidated Income Statement for the year ended 30 September 2019 and the Condensed Consolidated Statement of Financial Position at 31 March 2019 have been included on a voluntary basis.

 

Prior period amounts have been re-presented to conform to the current period's presentation, as prescribed by IFRS 5, Non-current Assets Held for Sale and Discontinued Operations.

 

These Condensed Consolidated Financial Statements have been prepared in accordance with the accounting policies set out in the 2019 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 2020.

2 Significant accounting policies

The following new and amended IFRSs have been adopted during the period:

· IFRS 16, Leases (effective 1 October 2019)

· Amendment to IFRS 2, Share Based Payments - benefits (effective 1 October 2019)

· IFRIC 23, Uncertainty over Income Tax Treatments (effective 1 October 2019)

· IAS 19, Employee benefits (effective 1 October 2019)

· IAS 28, Long term interest in associates and joint ventures (effective 1 October 2019)

 

Other than IFRS 16, the adoption of standards, amendments and interpretations during the period did not have a material impact on the Group's Consolidated Financial Statements.

 

IFRS 16, effective for the 2020 fiscal year, eliminates the distinction between operating and finance leases for lessees and requires lessees to recognise right of use assets and corresponding liabilities for all leases. The new standard replaces the operating lease expense with a depreciation charge included within operating costs on the underlying right of use asset and an interest expense included within finance costs on the lease liability.

 

Lessors will continue to classify leases as operating or finance, with IFRS 16's approach to lessor accounting largely unchanged from its predecessor, IAS 17.

 

On 1 October 2019, on the adoption of IFRS 16 the Group has recognised right of use assets of £78.2 million and lease liabilities of £92.0 million. This includes right of use assets of £8.3 million and lease liabilities of £8.5 million relating to businesses held for sale. In addition the Group recognised £11.0 million of sublease receivable.

 

The lease liabilities were measured at the present value of the remaining lease payments, discounted using an incremental borrowing rate as at 1 October 2019. The weighted average incremental borrowing rate applied to these liabilities as at 1 October 2019 was 3.1%. The corresponding right of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments as at 30 September 2019.

 

The Group has adopted IFRS 16 on a modified retrospective basis such that the Group has applied the simplified transition approach and has not restated comparative information.

 

As permitted by IFRS 16 the Group has applied the following practical expedients:

· The Group has not brought onto the Consolidated Statement of Financial Position short-term leases (those with 12 months or less to run as at 1 October 2019 including reasonably certain options to extend) or low-value assets. These items therefore continue to be expensed directly in the Consolidated Income Statement.

· The Group has relied on its onerous lease assessments under IAS 37 to impair right of use assets in place of performing an impairment assessment on adoption of IFRS 16.

· The Group has measured right of use assets at an amount equal to the lease liability on adoption of IFRS 16 as adjusted by existing lease accruals, prepayments and dilapidations and onerous lease provisions.

· The Group has separated non-lease components from lease components as part of the transition adjustment.

 

The impact on the Group's Statement of Financial Position as at 30 September 2019 is summarised as follows:

 

 

 

 

 

 

£m

Right of use assets

Increase

 78.2

Sublease receivable

Increase

 11.0

Deferred tax assets

Decrease

 (0.3)

Prepayments

Decrease

 (2.3)

Accruals

Decrease

 4.5

Deferred income

Decrease

 0.7

Trade and other payables

Decrease

 0.2

Provisions

Decrease

 1.1

Lease liabilities

Increase

 (92.0)

Retained earnings

Increase

 1.1

 

In the Consolidated Cash Flow Statement there has been no impact in the total change in cash and cash equivalents. Under IFRS 16 the repayment of the lease liabilities and interest on IFRS 16 leases are included in financing activities whereas under IAS 17 lease rental payments were in operating activities.

 

 

 

The measurement of lease liabilities is set out as follows:

 

 

 

 

£m

Operating lease commitments disclosed as at 30 September 2019

 103.3

Discounted using the Group's incremental borrowing rate

 (7.2)

Add

 

Deferred rent

 0.7

Lease incentive on transition

 1.7

Accruals on transition

 0.2

Assets not entered as lease commitments at 30 September 2019

 1.9

Less

 

Short term leases recognised on a straight line basis as expense

 (3.3)

Low value leases recognised on a straight line basis as expense

 (0.8)

Adjustments as a result of true ups to future cash payments

 (2.0)

Prepayments on transition

 (2.5)

 

 

Lease liability recognised as at 1 October 2019

 92.0

 

Following the implementation of IFRS 16, Group EBITDA for the 6-month period to 31 March 2020 has increased by £11.0 million. This was the result of the IAS 17 operating lease expense of £13.0 million being replaced with depreciation and interest charges combined with sublease receivable of £2.0 million no longer being recognised in the Consolidated Income Statement.

 

The Group has early adopted the following amendments to existing standards:

 

· Amendment to IFRS 9, IAS 39 and IFRS 7, Interest rate benchmark reform (effective 1 January 2020)

 

With effect from 1 October 2019, the Group has early adopted the amendments to IFRS 9, IAS 39 and IFRS 7, relating to interest rate benchmark (IBOR) reform. The amendments provide temporary relief from applying specific hedge accounting requirements to hedging relationships directly affected by IBOR reform.

 

The Group has the following interest rate swaps designated in fair value hedging relationships which are potentially impacted by IBOR reform:

 

- £20.0 million fixed to floating interest rate swap, maturing April 2021 which references 12-month GBP LIBOR.

- £53.1 million fixed to floating interest rate swap, maturing June 2027 which references 3-month GBP LIBOR.

 

As a result of adopting the amendments, the uncertainty around IBOR reform should not result in the above hedging relationships ceasing to meet the requirements for hedge accounting. For the swap maturing in April 2021, the reliefs will cease to apply when the swap matures and for the swap maturing in June 2027, the reliefs will cease to apply when the uncertainty arising from IBOR reform no longer exists.

 

There is no impact on the interim financial statements from the early adoption of these amendments.

 

The Group is currently assessing the wider implications of IBOR reform.

 

Critical accounting judgements and key sources of estimation uncertainty

In addition to the judgement taken by management in selecting and applying the accounting policies set out above, management has made the following judgements concerning the amounts recognised in these Condensed Consolidated Financial Statements:

 

Adjusted measures

Management believes that the adjusted profit and adjusted earnings per share measures provide additional useful information to users of the Condensed Consolidated Financial Statements on the performance of the business. Accordingly the Group presents adjusted operating profit and adjusted profit before tax by adjusting for costs and profits which management judge to be significant by virtue of their size, nature or incidence or which have a distortive effect on current period earnings.

 

In management's judgement such items would include, but are not limited to, costs associated with business combinations, gains and losses on the disposal of businesses and subsidiary undertakings, finance costs relating to premium on bond buy backs, fair value movements, exceptional operating costs, impairment of goodwill and amortisation and impairment of intangible assets arising on business combinations.

Exceptional operating costs include items of a significant and a non-recurring nature. In addition, the Group presents an adjusted profit after tax measure by making adjustments for certain tax charges and credits which management judge to be significant by virtue of their size, nature or incidence or which have a distortive effect. The Group uses these adjusted measures to evaluate performance and as a method to provide shareholders with clear and consistent reporting.

 

See Note 10 for a reconciliation of profit before tax to adjusted profit before and after tax.

 

The Group also presents a measure of net cash. In the judgement of management, this measure should include the currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency. See Note 13 for further detail.

Retirement benefits

When a surplus on a defined benefit pension scheme arises, management are required to consider the rights of the Trustees in preventing the Group from obtaining a refund of that surplus in the future. Where the Trustees are able to exercise this right the Group would be required to restrict the amount of surplus recognised.

 

After considering the principles set out in IFRIC 14, the Directors have judged it appropriate to recognise a surplus of £362.9 million (31 March 2019 £243.4 million, 30 September 2019 £225.7 million) and report a net surplus on its pension schemes amounting to £352.1 million (31 March 2019 £235.9 million, 30 September 2019 £215.0 million).

 

Acquisition of the 'i'

The Group's acquisition of the 'i' on 29 November 2019 was subject to review by the UK competition and Markets Authority (CMA).

 

On 24 March 2020 the CMA reported to the Secretary of State that DMGT's acquisition of the 'i' would not result in a substantial lessening of competition in any market which was accepted by the Secretary of State.

 

In addition, Ofcom reported that it did not expect DMGT's acquisition of the 'i' to reduce the plurality of views provided across newspaper groups in the UK. The Secretary of State accepted Ofcom's assessment also.

 

As part of its assessment of the acquisition the Group determined that it had control of the 'i' which was consolidated from the date of acquisition on 29 November 2019. See Note 14.

 

Financial assets held at fair value through other comprehensive income

On 20 March 2020 the Group made an additional investment in Cazoo taking the Group's stake to 22.8%. The Directors have concluded that the Group does not possess the ability to exert significant influence over Cazoo and accordingly has not equity accounted for its interest.

 

The following represent key sources of estimation uncertainty that have the most significant effect on the amounts recognised in these Condensed Consolidated Financial Statements:

 

Forecasting

The Group prepares medium-term forecasts based on Board-approved budgets and 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 in different jurisdictions, the Group's going concern assessment and for the purposes of impairment reviews. Longer-term forecasts use long-term growth rates applicable to the relevant businesses.

 

Impairment of goodwill and intangible assets

Determining whether goodwill and intangible 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 estimation 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 2020 was £355.2 million (31 March 2019 £417.0 million, 30 September 2019 £321.1 million).

 

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 acquisition. The determination of these fair values is based upon management's estimate 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.

 

 

 

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 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 based on management's estimates 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 Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances.

In addition, the Group makes estimates regarding the recoverability of deferred tax assets relating to losses based on forecasts of future taxable profits which are, by their nature, uncertain.

 

Retirement benefit obligations

The cost of defined benefit pension plans is determined using actuarial valuations prepared by the Group's actuaries. This involves making certain assumptions concerning discount rates, future salary increases and mortality rates. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. The assumptions and the resulting estimates are reviewed annually and, when appropriate, changes are made which affect the actuarial valuations and, hence, the amount of retirement benefit expense recognised in the Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Consolidated Statement of Changes in Equity.

 

The fair value of the Group's pension scheme assets include quoted and unquoted investments. The value of unquoted investments are estimated as their values are not directly observable. Accordingly the assumptions used in valuing unquoted investments are affected by current market conditions and trends which could result in changes in their fair value after the measurement date. A 1.0% movement in the value of unquoted pension scheme assets is estimated to change the value of the Group's pension scheme assets by £23.2 million (31 March 2019 £21.2 million, 30 September 2019 £23.4 million).

 

The carrying amount of the retirement benefit obligation at 31 March 2020 was a net surplus of £352.1 million (31 March 2019 £235.9 million, 30 September 2019 £215.0 million). The assumptions used can be found in Note 25.

 

Legal claim provision

DMGT and certain of its subsidiaries are involved in various lawsuits and claims which arise in the course of business. The Group records a provision for these matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.

The amounts accrued for legal contingencies often result from complex judgments about future events and uncertainties that rely heavily on estimates and assumptions.

 

As disclosed in Note 16 discontinued operations, Genscape has been involved in a dispute with the US Environmental Protection Agency (EPA) since 2016. In 2017 Genscape voluntarily paid a 2.0% liability cap associated with invalid Renewable Identification Numbers (RINs) at a cost of US$1.3 million, based on the then-prevailing market rates, subject to a reservation of rights. However, during 2019 the EPA ordered Genscape to replace 69.2 million additional RINs it had verified.

 

DMGT continues to cooperate with the EPA and settlement discussions are ongoing but considering the uncertainties involved, the length of time involved and taking note of the order from the EPA, the Group, without admitting any wrongdoing, made a provision for the total cost of replacing RINs as at 30 September 2019.

 

At each period end IAS 37 requires DMGT to review this provision and make appropriate adjustments to reflect the current status of the claim. Accordingly, the Group has reduced its total provision. The Group's closing provision includes the cost of replacement RINs, estimated purchase costs, associated legal fees and currency fluctuations. The final settlement amount may be different than the provision made, however, it is not possible for the Group to predict with any certainty the potential impact of this litigation or to quantify the ultimate cost of a verdict or resolution. Accordingly, the provision could change substantially over time as the dispute progresses and new facts emerge.

 

RINs trade in a volatile range averaging 47 cents over the previous 24-month period compared to the period end price of 54 cents. The Group estimates that using the period end price rather than the 24-month average would increase the provision by approximately US$3.0 million (£2.4 million).

 

3 Segment analysisThe Group's business activities are split into five operating divisions: Insurance Risk, Property Information, EdTech, Events and Exhibitions and Consumer 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 Notes 1 and 2.

 

Unaudited 6 months ended 31 March 2020

 

Total and external revenue

Segment operating profit/(loss)

Less operating loss of joint ventures and associates

Adjusted operating profit/(loss)

 

Note

£m

£m

£m

£m

Insurance Risk

 

 123.1

 18.5

 (0.6)

 19.1

Property Information

 

 96.0

 11.6

 (0.1)

 11.7

EdTech

 

 41.8

 2.2

-

 2.2

Events and Exhibitions

 

 77.1

 5.0

-

 5.0

Energy Information

 

 7.1

 1.6

-

 1.6

Consumer Media

 

 345.3

 44.2

-

 44.2

 

 

 690.4

 83.1

 (0.7)

 83.8

Corporate costs

 

-

 (24.5)

 (6.1)

 (18.4)

Discontinued operations

 16

 (7.1)

 (1.6)

-

 (1.6)

 

 

 683.3

 

 

 

Adjusted operating profit

 12

 

 

 

 63.8

Exceptional operating costs

 

 

 

 

 (3.5)

Impairment of goodwill and acquired intangible assets arising on business combinations

 18

 

 

 

 (8.2)

Amortisation of acquired intangible assets arising on business combinations

 18

 

 

 

 (5.5)

Operating profit before share of results of joint ventures and associates

 

 

 

 

 46.6

Share of results of joint ventures and associates

 4

 

 

 

 (10.1)

Total operating profit

 

 

 

 

 36.5

Other gains and losses

 5

 

 

 

 43.9

Profit before investment revenue, net finance costs and tax

 

 

 

 

 80.4

Investment revenue

 6

 

 

 

 6.0

Finance expense

 7

 

 

 

 (8.5)

Finance income

 7

 

 

 

 2.2

Profit before tax

 

 

 

 

 80.1

Tax

 8

 

 

 

 (5.8)

Profit from discontinued operations

 16

 

 

 

 130.7

Profit for the period

 

 

 

 

 205.0

 

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

 

Unaudited 6 months ended 31 March 2020

 

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

Exceptional operating (costs)/income

 

 

(Note 18)

(Note 18)

(Note 18)

 

 

Note

£m

£m

£m

£m

Property Information

 

 (2.4)

 (2.9)

-

-

EdTech

 

 (3.7)

 (0.4)

-

-

Events and Exhibitions

 

-

 (0.6)

 (5.3)

-

Energy Information

 

-

-

-

 11.4

Consumer Media

 

 (1.1)

 (1.6)

 (2.9)

 (0.5)

 

 

 (7.2)

 (5.5)

 (8.2)

 10.9

Corporate costs

 

 (0.7)

-

-

 (3.0)

 

 

 (7.9)

 (5.5)

 (8.2)

 7.9

Relating to discontinued operations

 16

-

-

-

 (11.4)

Continuing operations

 

 (7.9)

 (5.5)

 (8.2)

 (3.5)

 

The Group's exceptional operating (costs)/income is analysed as follows:

 

Unaudited 6 months ended 31 March 2020

 

LTIP

 

Legal fees and claims

Total

 

 

(i)

 

 

 

Note

£m

£m

£m

Energy Information

 

-

 11.4

 11.4

Consumer Media

 

 (0.5)

-

 (0.5)

 

 

 (0.5)

 11.4

 10.9

Corporate costs

 

 (3.0)

-

 (3.0)

 

 

 (3.5)

 11.4

 7.9

Relating to discontinued operations

 16

-

 (11.4)

 (11.4)

Continuing operations

 

 (3.5)

-

 (3.5)

 

(i) During the year ended 30 September 2018 the Group sold its investment in ZPG Plc (ZPG) resulting in a profit on sale of £508.4 million and during the year ended 30 September 2019 the Group disposed of its investment in Euromoney Institutional Investor PLC (Euromoney). As a direct consequence of these disposals, the value of the DMGT 2017 Long Term Incentive Plan (the LTIP) is estimated to have increased by £23.2 million. As the LTIPs include a service period condition, IFRS 2, Share Options requires the LTIP charge to be spread over the service period until the award vests. The LTIP charge recognised in the period which relates to the disposals of ZPG and Euromoney amounts to £3.5 million. Since the profit on sale of ZPG and the capital benefit of the Euromoney disposal are excluded from our adjusted profit measure we have treated the incremental increase in the LTIP charge as an adjusting item and will continue to do so until the awards vest.

 

The Group's tax charge includes charges of £1.6 million in relation to these exceptional operating costs of which £2.4 million tax charge relates to discontinued operations.

 

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

 

Unaudited 6 months ended 31 March 2020

 

Depreciation of right of use assets

Depreciation of property, plant and equipment

Research costs

Other gains and losses

Investment revenue

Finance income

Finance expense

 

 

(Note 20)

(Note 19)

 

(Note 5)

(Note 6)

(Note 7)

(Note 7)

 

Note

£m

£m

£m

£m

£m

£m

£m

Insurance Risk

 

 (2.6)

 (2.7)

 (19.4)

-

 0.2

-

-

Property Information

 

 (1.0)

 (1.0)

-

 37.0

-

-

 (0.3)

EdTech

 

 (0.6)

 (0.2)

-

 0.5

 0.9

-

 (0.1)

Events and Exhibitions

 

 (0.3)

 (0.1)

-

 (0.1)

-

-

-

Energy Information

 

-

-

 (0.5)

 134.3

-

-

-

Consumer Media

 

 (5.3)

 (6.9)

-

 5.6

-

 1.6

 (0.6)

 

 

 (9.8)

 (10.9)

 (19.9)

 177.3

 1.1

 1.6

 (1.0)

Corporate costs

 

-

 (0.2)

-

 0.9

 4.9

 0.6

 (7.5)

 

 

 (9.8)

 (11.1)

 (19.9)

 178.2

 6.0

 2.2

 (8.5)

Relating to discontinued operations

 16

-

-

 0.5

 (134.3)

-

-

-

Continuing operations

 

 (9.8)

 (11.1)

 (19.4)

 43.9

 6.0

 2.2

 (8.5)

 

 

 

 

Unaudited 6 months ended 31 March 2019

 

Total and external revenue

Segment operating profit

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

Adjusted operating profit/(loss)

 

 

 

 

 

 

 

Note

£m

£m

£m

£m

Insurance Risk

 

 119.2

 25.8

 (0.2)

 26.0

Property Information

 

 114.0

 21.0

 0.4

 20.6

EdTech

 

 38.0

 3.1

-

 3.1

Events and Exhibitions

 

 72.5

 18.0

-

 18.0

Energy Information

 

 36.9

 3.5

-

 3.5

Consumer Media

 

 343.3

 39.3

 0.8

 38.5

 

 

 723.9

 110.7

 1.0

 109.7

Corporate costs

 

-

 (3.5)

 15.8

 (19.3)

Discontinued operations

 16

 (36.9)

 (3.5)

-

 (3.5)

 

 

 687.0

 

 

 

Adjusted operating profit

 12

 

 

 

 86.9

Exceptional operating costs

 

 

 

 

 (5.6)

Impairment of goodwill and acquired intangible assets arising on business combinations

 18

 

 

 

 (20.9)

Amortisation of acquired intangible assets arising on business combinations

 18

 

 

 

 (6.3)

Operating profit before share of results of joint ventures and associates

 

 

 

 

 54.1

Share of results of joint ventures and associates

 4

 

 

 

 (16.6)

Total operating profit

 

 

 

 

 37.5

Other gains and losses

 5

 

 

 

 18.0

Profit before investment revenue, net finance costs and tax

 

 

 

 

 55.5

Investment revenue

 6

 

 

 

 6.5

Finance expense

 7

 

 

 

 (15.5)

Finance income

 7

 

 

 

 3.7

Profit before tax

 

 

 

 

 50.2

Tax

 8

 

 

 

 (2.3)

Loss from discontinued operations

 16

 

 

 

 (1.8)

Profit for the period

 

 

 

 

 46.1

 

An analysis of the amortisation and impairment of goodwill and intangible assets and exceptional operating costs by segment is as follows:

 

Unaudited 6 months ended 31 March 2019

 

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

Exceptional operating (costs)/income

 

 

(Note 18)

(Note 18)

(Note 18)

 

 

Note

£m

£m

£m

£m

Insurance Risk

 

 (0.1)

-

-

-

Property Information

 

 (3.4)

 (4.6)

 (20.9)

-

EdTech

 

 (3.7)

 (1.1)

-

 0.1

Events and Exhibitions

 

-

 (0.5)

-

-

Energy Information

 

 (2.0)

 (1.6)

-

-

Consumer Media

 

 (1.4)

 (0.1)

-

 (2.3)

 

 

 (10.6)

 (7.9)

 (20.9)

 (2.2)

Corporate costs

 

-

-

-

 (3.4)

 

 

 (10.6)

 (7.9)

 (20.9)

 (5.6)

Relating to discontinued operations

 16

 2.0

 1.6

-

-

Continuing operations

 

 (8.6)

 (6.3)

 (20.9)

 (5.6)

 

 

 

 

The Group's exceptional operating (costs)/income is analysed as follows:

 

Unaudited 6 months ended 31 March 2019

 

LTIP

 

Pension past service cost

Property

Total

 

 

(i)

(ii)

 

 

 

 

£m

£m

£m

£m

EdTech

 

-

-

 0.1

 0.1

Consumer Media

 

 (0.4)

 (1.9)

-

 (2.3)

 

 

 (0.4)

 (1.9)

 0.1

 (2.2)

Corporate costs

 

 (2.2)

 (1.2)

-

 (3.4)

 

 

 (2.6)

 (3.1)

 0.1

 (5.6)

 

(i) During the year ended 30 September 2018 the Group sold its investment in ZPG resulting in a profit on sale of £508.4 million. As a direct consequence of this disposal, the value of the DMGT 2017 Long Term Incentive Plan (the LTIP) is estimated to have increased by £16.5 million. As the LTIP includes a service period condition, IFRS 2, Share Options requires the LTIP charge to be spread over the service period until the award vests. The LTIP charge recognised in the period amounts to £2.6 million. Since the profit on sale of ZPG is excluded from our adjusted profit measure we have treated the incremental increase in the LTIP charge as an adjusting item and will continue to do so until the award vests.

 

(ii) The pension past service cost represents a non-cash charge. This follows a High Court ruling in the Lloyds Banking Group case to equalise benefits for the effect of unequal Guaranteed Minimum Pensions (GMP) between men and women for UK pension schemes which had contracted out of the State Earnings Related Pension Scheme.

 

The Group's tax charge includes a related credit of £1.0 million in relation to these exceptional operating costs of which £nil relates to discontinued operations.

 

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

 

Unaudited 6 months ended 31 March 2019

 

Depreciation of property, plant and equipment

Research costs

Other gains and losses

Investment revenue

Finance income

Finance expense

 

 

 

 

 

 

 

 

 

Note

(Note 19)

 

(Note 5)

(Note 6)

(Note 7)

(Note 7)

 

 

£m

£m

£m

£m

£m

£m

Insurance Risk

 

 (2.4)

 (18.2)

 

 0.2

-

-

Property Information

 

 (1.3)

 (0.1)

 27.4

-

-

 (0.1)

EdTech

 

 (0.2)

-

-

 0.7

-

 (0.1)

Events and Exhibitions

 

 (0.2)

-

-

-

-

-

Energy Information

 

 (1.3)

-

 (1.8)

 0.1

-

-

Consumer Media

 

 (7.0)

-

 (0.4)

-

 2.6

 (0.3)

 

 

 (12.4)

 (18.3)

 25.2

 1.0

 2.6

 (0.5)

Corporate costs

 

 (0.3)

-

 (9.0)

 5.6

 1.1

 (15.0)

 

 

 (12.7)

 (18.3)

 16.2

 6.6

 3.7

 (15.5)

Relating to discontinued operations

 16

 1.3

-

 1.8

 (0.1)

-

-

Continuing operations

 

 (11.4)

 (18.3)

 18.0

 6.5

 3.7

 (15.5)

 

 

 

Audited Year ended 30 September 2019

 

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

 

 244.3

 39.7

 (0.7)

 40.4

Property Information

 

 222.1

 41.9

 0.5

 41.4

EdTech

 

 79.7

 4.4

-

 4.4

Events and Exhibitions

 

 118.7

 22.3

-

 22.3

Energy Information

 

 73.6

 8.4

-

 8.4

Consumer Media

 

 672.2

 67.9

 0.8

 67.1

 

 

 1,410.6

 184.6

 0.6

 184.0

Corporate costs

 

-

 (27.8)

 12.0

 (39.8)

Discontinued operations

 16

 (73.6)

 (8.4)

-

 (8.4)

 

 

 1,337.0

 

 

 

Adjusted operating profit

 12

 

 

 

 135.8

Exceptional operating costs

 

 

 

 

 (11.9)

Impairment of goodwill and acquired intangible assets arising on business combinations

 18

 

 

 

 (19.1)

Amortisation of acquired intangible assets arising on business combinations

 18

 

 

 

 (10.2)

Operating profit before share of results of joint ventures and associates

 

 

 

 

 94.6

Share of results of joint ventures and associates

 4

 

 

 

 (28.1)

Total operating profit

 

 

 

 

 66.5

Other gains and losses

 5

 

 

 

 73.7

Profit before investment revenue, net finance costs and tax

 

 

 

 

 140.2

Investment revenue

 6

 

 

 

 11.5

Finance expense

 7

 

 

 

 (24.5)

Finance income

 7

 

 

 

 7.1

Profit before tax

 

 

 

 

 134.3

Tax

 8

 

 

 

 (20.4)

Loss from discontinued operations

 16

 

 

 

 (22.6)

Profit for the year

 

 

 

 

 91.3

 

 

An analysis of the amortisation and impairment of goodwill and intangible assets and exceptional operating costs by segment is as follows:

 

Audited Year ended 30 September 2019

 

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

Exceptional operating (costs)/income

 

 

(Note 18)

(Note 18)

(Note 18)

 

 

Note

£m

£m

£m

£m

Insurance Risk

 

 (0.1)

-

-

-

Property Information

 

 (6.3)

 (7.1)

 (19.1)

-

EdTech

 

 (7.7)

 (1.6)

-

 0.1

Events and Exhibitions

 

-

 (1.4)

-

-

Energy Information

 

 (4.1)

 (3.2)

-

 (31.3)

Consumer Media

 

 (3.0)

 (0.1)

-

 (2.0)

 

 

 (21.2)

 (13.4)

 (19.1)

 (33.2)

Corporate costs

 

 (0.8)

-

-

 (10.0)

 

 

 (22.0)

 (13.4)

 (19.1)

 (43.2)

Relating to discontinued operations

 16

 4.1

 3.2

-

 31.3

Continuing operations

 

 (17.9)

 (10.2)

 (19.1)

 (11.9)

 

 

 

 

The Group's exceptional operating (costs)/income is analysed as follows:

 

Audited Year ended 30 September 2019

 

LTIP

Pension past service cost

Property

Legal fees and claims

Others

Total

 

 

(i)

(ii)

 

 

 

 

 

Note

£m

£m

£m

£m

£m

£m

EdTech

 

-

-

 0.1

-

-

 0.1

Energy Information

 

-

-

-

 (31.3)

-

 (31.3)

Consumer Media

 

 (1.5)

 (1.9)

 2.4

-

 (1.0)

 (2.0)

 

 

 (1.5)

 (1.9)

 2.5

 (31.3)

 (1.0)

 (33.2)

Corporate costs

 

 (8.1)

 (1.2)

-

-

 (0.7)

 (10.0)

 

 

 (9.6)

 (3.1)

 2.5

 (31.3)

 (1.7)

 (43.2)

Relating to discontinued operations

 16

-

-

-

 31.3

-

 31.3

Continuing operations

 

 (9.6)

 (3.1)

 2.5

-

 (1.7)

 (11.9)

 

The Group's tax charge includes a related credit of £9.1 million in relation to these exceptional operating costs of which £6.6 million relates to discontinued operations.

 

(i) During the prior period, the Group sold its investment in ZPG resulting in a profit on sale of £508.4 million and in the current period, the Group disposed of its investment in Euromoney. As a direct consequence of these disposals the value of the DMGT Long Term Incentive Plans (LTIPs) are estimated to have increased by £21.9 million. As the LTIPs include a service period condition, IFRS 2, Share Options requires the LTIP charge to be spread over the service period until the awards vest. The LTIP charge recognised in the period, which relates to the disposals of ZPG and Euromoney, amounts to £9.6 million. Since the profit on the sale of ZPG and the capital benefit of the Euromoney disposal are excluded from our adjusted profit measure we have treated the incremental increase in the LTIP charge as an adjusting item and will continue to do so until the awards vest.

(ii) The pension past service cost represents a non-cash charge. This follows a High Court ruling in the Lloyds Banking Group case to equalise benefits for the effect of unequal Guaranteed Minimum Pensions (GMP) between men and women for UK pension schemes which had contracted out of the State Earnings Related Pension Scheme.

 

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

 

Audited Year ended 30 September 2019

 

Depreciation of property, plant and equipment

Research costs

Other gains and losses

Investment revenue

Finance income

Finance expense

 

 

 

 

 

 

 

 

 

 

(Note 19)

 

(Note 5)

(Note 6)

(Note 7)

(Note 7)

 

Note

£m

£m

£m

£m

£m

£m

Insurance Risk

 

 (5.3)

 (39.7)

-

 0.4

-

-

Property Information

 

 (2.3)

 (0.1)

 (3.1)

-

-

 (0.1)

EdTech

 

 (0.3)

-

 (0.4)

 1.4

-

 (0.1)

Events and Exhibitions

 

 (0.3)

-

 (0.5)

-

-

-

Energy Information

 

 (2.6)

 (5.2)

 (6.4)

-

-

 (0.1)

Consumer Media

 

 (14.0)

 (0.5)

 (0.5)

-

 7.1

 (0.3)

 

 

 (24.8)

 (45.5)

 (10.9)

 1.8

 7.1

 (0.6)

Corporate costs

 

 (0.5)

-

 78.2

 9.7

-

 (24.0)

 

 

 (25.3)

 (45.5)

 67.3

 11.5

 7.1

 (24.6)

Relating to discontinued operations

 16

 2.6

 5.2

 6.4

-

-

 0.1

Continuing operations

 

 (22.7)

 (40.3)

 73.7

 11.5

 7.1

 (24.5)

 

 

 

 

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 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

Print advertising

 97.0

 97.0

-

-

-

-

 97.0

 97.0

-

Digital advertising

 82.0

 0.9

 81.1

-

-

-

 82.0

 0.9

 81.1

Circulation

 144.8

 144.8

-

-

-

-

 144.8

 144.8

-

Subscriptions and recurring licenses

 188.8

 0.5

 188.3

 6.5

 0.2

 6.3

 182.3

 0.3

 182.0

Events, conferences and training

 76.5

 76.5

-

-

-

-

 76.5

 76.5

-

Transactions and other

 101.3

 97.1

 4.2

 0.6

 0.6

-

 100.7

 96.5

 4.2

 

 690.4

 416.8

 273.6

 7.1

 0.8

 6.3

 683.3

 416.0

 267.3

 

 

 

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

Print advertising

 97.7

 97.7

-

-

-

-

 97.7

 97.7

-

Digital advertising

 71.3

 0.1

 71.2

-

-

-

 71.3

 0.1

 71.2

Circulation

 143.7

 143.7

-

-

-

-

 143.7

 143.7

-

Subscriptions and recurring licenses

 212.6

 3.7

 208.9

 36.7

 3.5

 33.2

 175.9

 0.2

 175.7

Events, conferences and training

 72.5

 72.5

-

-

-

-

 72.5

 72.5

-

Transactions and other

 126.1

 113.4

 12.7

 0.2

 0.2

-

 125.9

 113.2

 12.7

 

 723.9

 431.1

 292.8

 36.9

 3.7

 33.2

 687.0

 427.4

 259.6

 

 

 

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

Print advertising

 184.5

 184.5

-

-

-

-

 184.5

 184.5

-

Digital advertising

 145.1

 0.8

 144.3

-

-

-

 145.1

 0.8

 144.3

Circulation

 284.1

 284.1

-

-

-

-

 284.1

 284.1

-

Subscriptions and recurring licenses

 428.8

 7.7

 421.1

 72.6

 6.5

 66.1

 356.2

 1.2

 355.0

Events, conferences and training

 118.0

 118.0

-

-

-

-

 118.0

 118.0

-

Transactions and other

 250.1

 225.8

 24.3

 1.0

 1.0

-

 249.1

 224.8

 24.3

 

 1,410.6

 820.9

 589.7

 73.6

 7.5

 66.1

 1,337.0

 813.4

 523.6

 

 

 

 

By geographic area

The majority of the Group's operations are located in the United Kingdom and North America. The analysis of Group Revenue below is based on the location of group companies in these regions.

 

 

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 406.2

 327.1

 79.1

-

-

-

 406.2

 327.1

 79.1

North America

 202.0

 13.0

 189.0

 6.6

 0.8

 5.8

 195.4

 12.2

 183.2

Rest of the World

 82.2

 76.7

 5.5

 0.5

-

 0.5

 81.7

 76.7

 5.0

 

 690.4

 416.8

 273.6

 7.1

 0.8

 6.3

 683.3

 416.0

 267.3

 

 

 

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 403.2

 334.1

 69.1

-

-

-

 403.2

 334.1

 69.1

North America

 226.1

 13.9

 212.2

 34.1

 3.5

 30.6

 192.0

 10.4

 181.6

Rest of the World

 94.6

 83.1

 11.5

 2.8

 0.2

 2.6

 91.8

 82.9

 8.9

 

 723.9

 431.1

 292.8

 36.9

 3.7

 33.2

 687.0

 427.4

 259.6

 

 

 

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 814.5

 674.2

 140.3

-

-

-

 814.5

 674.2

 140.3

North America

 467.6

 38.3

 429.3

 68.0

 7.2

 60.8

 399.6

 31.1

 368.5

Rest of the World

 128.5

 108.4

 20.1

 5.6

 0.3

 5.3

 122.9

 108.1

 14.8

 

 1,410.6

 820.9

 589.7

 73.6

 7.5

 66.1

 1,337.0

 813.4

 523.6

 

 

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

 

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2020

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 378.0

 321.9

 56.1

 0.4

-

 0.4

 377.6

 321.9

 55.7

North America

 180.5

 13.1

 167.4

 5.6

 0.8

 4.8

 174.9

 12.3

 162.6

Rest of the World

 131.9

 81.8

 50.1

 1.1

-

 1.1

 130.8

 81.8

 49.0

 

 690.4

 416.8

 273.6

 7.1

 0.8

 6.3

 683.3

 416.0

 267.3

 

 

 

 

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

Unaudited 6 months ended 31 March 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 380.8

 327.3

 53.5

 2.2

-

 2.2

 378.6

 327.3

 51.3

North America

 201.0

 15.9

 185.1

 29.2

 3.6

 25.6

 171.8

 12.3

 159.5

Rest of the World

 142.1

 87.9

 54.2

 5.5

 0.1

 5.4

 136.6

 87.8

 48.8

 

 723.9

 431.1

 292.8

 36.9

 3.7

 33.2

 687.0

 427.4

 259.6

 

 

 

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

Audited Year ended 30 September 2019

 

Total

Total

Point in time

Total

Over time

Discontinued operations

Total

Discontinued operations

Point in time

Discontinued operations

Over time

Continuing operations

Total

Continuing operations

Point in time

Continuing operations

Over time

 

 

 

 

(Note 16)

(Note 16)

(Note 16)

 

 

 

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

UK

 748.0

 640.1

 107.9

 4.3

-

 4.3

 743.7

 640.1

 103.6

North America

 421.6

 48.1

 373.5

 58.1

 7.3

 50.8

 363.5

 40.8

 322.7

Rest of the World

 241.0

 132.7

 108.3

 11.2

 0.2

 11.0

 229.8

 132.5

 97.3

 

 1,410.6

 820.9

 589.7

 73.6

 7.5

 66.1

 1,337.0

 813.4

 523.6

4 Share of results of joint ventures and associates

 

 

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

Share of adjusted operating profits from operations of joint ventures

 

-

 1.4

 1.7

Share of adjusted operating (losses)/profits from operations of associates

(i)

 (6.8)

 16.1

 10.9

Share of (losses)/profits before exceptional operating costs, amortisation, impairment of goodwill, interest and tax

 12

 (6.8)

 17.5

 12.6

Share of associates' other gains and losses

 10

 0.4

-

-

Share of exceptional operating income of associates

 10

-

 7.0

 7.0

Share of amortisation of intangibles arising on business combinations of associates

 10

-

 (6.1)

 (6.5)

Share of associates' interest payable

 

-

 (0.1)

 (0.1)

Share of joint ventures' tax

8, 10

-

 (0.1)

 (0.2)

Share of associates' tax

8, 10

-

 (7.1)

 (7.1)

Impairment of carrying value of Euromoney

10, (ii)

-

 (27.7)

 (27.7)

Share of Euromoney prior year tax exposures

 10

-

-

 (5.3)

Share of Euromoney tax on prior year tax exposures

8, 10

-

-

 1.1

Adjustment to impairment of carrying value of Euromoney following Euromoney prior year tax exposures

 10

-

-

 4.2

Impairment of carrying value of other associates

10, (iii)

 (3.7)

-

 (6.1)

 

 

 (10.1)

 (16.6)

 (28.1)

Share of associates' items of other comprehensive expense

 

-

 (0.7)

 (0.7)

Share of results of joint ventures and associates

 

 (10.1)

 (17.3)

 (28.8)

 

 

 

 

 

Share of results from operations of joint ventures

 

-

 1.3

 1.5

Share of results from operations of associates

 

 (6.4)

 9.8

-

Impairment of carrying value of associates

 

 (3.7)

 (27.7)

 (29.6)

 

 

 (10.1)

 (16.6)

 (28.1)

Share of associates' items of other comprehensive expense

 

-

 (0.7)

 (0.7)

Share of results of joint ventures and associates

 

 (10.1)

 (17.3)

 (28.8)

 

(i) Share of adjusted operating profits from associates includes £nil (period ended 31 March 2019 £23.0 million, year ended 30 September 2019 £23.0 million) from the Group's interest in Euromoney held centrally.

 

(ii) At 31 March 2019 the Group's investment in Euromoney was transferred to assets held for sale at the lower of carrying value and fair value less costs to sell. This resulted in an impairment charge of £27.7 million for the period to 31 March 2019 which was taken to the Consolidated Income Statement in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations.

 

(iii) Represents a £0.1 million write-down in the carrying value of Global Events Partners Ltd in the Events and Exhibitions segment and a £3.6 million write-down in the carrying value of Also Energy Holdings, Inc. held centrally. In the prior year ended 30 September 2019, represents a £1.3 million write-down in the carrying value of Skymet Weather Services Pvt. a £0.9 million write-down in the carrying value of Liases Foras, a £3.0 million write-down in the carrying value of Funcent and a £0.9 million write-down in the carrying value of Propstack, all held centrally.

5 Other gains and losses

 

 

Note

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2019

Year ended 30 September 2019

 

 

£m

£m

£m

Loss on disposal of financial assets held at fair value through other comprehensive income

(i)

 (0.1)

-

-

Profit on disposal of property, plant and equipment

 

-

 1.1

 1.1

Profit/(loss) on disposal and closure of businesses

(ii)

 41.1

 0.9

 (1.8)

Recycled cumulative translation differences

(iii)

 1.2

 1.0

 (3.6)

Loss on dilution of stake in associate

(iv)

-

-

 (0.7)

Profit/(loss) on change in control

(v)

 1.6

 (3.0)

 (0.8)

Profit on disposal of joint ventures and associates

(vi)

 0.1

 18.0

 79.5

 

 

 43.9

 18.0

 73.7

 

There is a tax charge of £0.7 million (period ended 31 March 2019 £nil, year ended 30 September 2019 £15.0 million) in relation to these other gains and losses.

 

(i) In the current period, this relates to a loss of £0.1 million on the disposal of Laundrapp Ltd (formerly known as Zipjet Ltd).

 

(ii) In the current period this principally relates to a profit of £24.7 million on the disposal of Inframation AG and a profit of £15.6 million on the disposal of BuildFax, Inc. both in the Property Information segment. In the prior year ended 30 September 2019 this principally relates to a loss of £2.3 million relating to the disposal of On-geo in the Property Information segment.

(iii) Represents cumulative translation differences required to be recycled through the Consolidated Income Statement on disposals. 

(iv) In the prior year ended 30 September 2019 this represents a loss on dilution of the Group's stakes in Skymet and Laundrapp Ltd (formerly known as Zipjet Ltd). In accordance with IAS 28, Investments in Associates and Joint Ventures, this dilution has been treated as a deemed disposal. The carrying value of these investments has decreased resulting in a loss on dilution of £0.7 million.

 

(v) In the current period this relates to a reduction in the Group's interest in Cazoo Ltd (Cazoo), previously an associate held Centrally. The remaining shareholding in Cazoo has been treated as a financial asset at fair value through other comprehensive income. In accordance with IFRS 3, Business Combinations, the difference of £1.6 million between the fair value of the investment retained and the carrying value is treated as a gain on change in control.

 

In the prior period ended 31 March 2019 the Group reduced its interest in Trepp Port, LLC (TreppPort) in the Property Information segment. The remaining shareholding in TreppPort has been treated as a joint venture. In accordance with IFRS 3, Business Combinations, the difference of £1.5 million between the fair value of the investment retained and the carrying value is treated as a loss on change in control.

 

Additionally, in the prior period ended 31 March 2019 the Group purchased the remaining 50.0% of Daily Mail On-Air LLC (DailyMailTV), a joint venture in the Consumer Media segment during the year ended 30 September 2018, increasing its existing shareholding from 50.0% to 100% and became a wholly-owned subsidiary. The difference of £1.5 million between the fair value of the joint venture and the net assets acquired is treated as a loss on change in control.

 

In the prior year ended 30 September 2019 the Group reduced its interest in TreppPort in the Property Information segment. In accordance with IFRS 3, Business Combinations, the difference of £0.7 million between the fair value of the investment retained and the carrying value is treated as a gain on change in control.

 

Additionally, in the prior year ended 30 September 2019 the Group purchased the remaining 50.0% of DailyMailTV, a joint venture in the Consumer Media segment during the year ended 30 September 2018, increasing its existing shareholding from 50.0% to 100% and became a wholly-owned subsidiary. The difference of £1.5 million between the fair value of the joint venture and the net assets acquired is treated as a loss on change in control.

 

(vi) In the current period this represents a refund of expenses incurred in a prior period in relation to the disposal of SiteCompli in the Property Information segment.

In the prior period ended 31 March 2019 this principally represents a profit of £26.9 million on the sale of SiteCompli in the Property Information segment offset by costs of £9.5 million incurred in relation to the Group's distribution of Euromoney to shareholders.

 

In the prior year ended 30 September 2019 this principally represents a profit of £59.7 million on the sale of Real Capital Analytics, Inc. held Centrally and a profit of £27.2 million on the disposal of SiteCompli in the Property Information segment, offset by costs of £7.9 million incurred in relation to the Group's distribution of Euromoney to shareholders.

 

6 Investment revenue

 

 

 

Unaudited 6 months ended

31 March 2020

Unaudited 6 months ended

31 March 2019

Audited year ended 30 September 2019

 

 

£m

£m

£m

Interest receivable from short-term deposits

 

 3.9

 4.4

 7.6

Interest receivable on loan notes

 

 2.1

 2.1

 3.9

 

 

 6.0

 6.5

 11.5

 

7 Net finance costs

 

 

 

Unaudited 6 months ended

31 March 2020

Unaudited 6 months ended

31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

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

 

 (7.3)

 (11.1)

 (19.0)

Finance charge on lease liabilities

 

 (1.0)

-

-

Premium on bond redemption

(i)

-

 (0.9)

 (0.9)

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

 

 (0.2)

 (2.4)

 (3.5)

Change in fair value of derivative hedge of bond

 13

 0.5

 1.6

 2.8

Change in fair value of hedged portion of bond

 13

 (0.5)

 (1.6)

 (2.8)

Change in fair value of undesignated financial instruments

 10

-

 (0.9)

 (0.9)

Change in fair value of contingent consideration payable

10, (ii)

-

 (0.2)

 (0.2)

Finance expense

 

 (8.5)

 (15.5)

 (24.5)

 

 

 

 

 

Finance income on sublease receivable

 

 0.1

-

-

Finance income on defined benefit pension schemes

 10

 2.1

 3.7

 7.1

Finance income

 

 2.2

 3.7

 7.1

 

 

 

 

 

Net finance costs

 

 (6.3)

 (11.8)

 (17.4)

 

(i) During the period the Company bought back £nil nominal (period ended 31 March 2019 £5.9 million, year ended 30 September 2019 £6.4 million) of its outstanding 2021 bonds incurring a premium of £nil (31 March 2019 £0.9 million, 30 September 2019 £0.9 million).

 

(ii) The fair value movement of contingent consideration arises from the requirement of IFRS 3, Business Combinations, to measure such consideration at fair value with changes in fair value taken to the Consolidated Income Statement.

 

 

8 Tax

 

 

 

Unaudited 6 months ended

31 March 2020

Unaudited 6 months ended

31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

The charge on the profit for the period consists of:

 

 

 

 

UK tax

 

 

 

 

Corporation tax at 19.0% (2019 19.0%)

 

-

-

-

Adjustments in respect of prior periods

 

 0.1

-

 0.3

 

 

 0.1

-

 0.3

Overseas tax

 

 

 

 

Corporation tax

 

 (13.1)

 (8.0)

 (17.7)

Adjustments in respect of prior years

 

-

-

 7.1

 

 

 (13.1)

 (8.0)

 (10.6)

Total current tax

 

 (13.0)

 (8.0)

 (10.3)

Deferred tax

 

 

 

 

Origination and reversals of temporary differences

 

 (9.4)

 3.7

 0.3

Adjustments in respect of prior years

 

-

-

 (0.4)

Total deferred tax

 

 (9.4)

 3.7

 (0.1)

Total tax charge

 

 (22.4)

 (4.3)

 (10.4)

Relating to discontinued operations

 16

 16.6

 2.0

 (10.0)

 

 

 (5.8)

 (2.3)

 (20.4)

 

The current and deferred tax implications of Brexit on the Group have been considered by management and are not expected to have any material impact.

 

Adjusted tax on profit before amortisation and impairment of intangible assets, restructuring costs and non-recurring items (adjusted tax charge) amounted to a charge of £21.8 million (31 March 2019 £19.4 million, 30 September 2019 £29.4 million) and the resulting effective rate is 39.0% (31 March 2019 19.4%, 30 September 2019 20.3%). The differences between the tax charge and the adjusted tax charge are shown in the reconciliation below:

 

 

 

Unaudited 6 months ended

31 March 2020

Unaudited 6 months ended

31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

Total tax charge on the profit for the period - continuing and discontinued operations

 10

 (22.4)

 (4.3)

 (10.4)

Share of tax in joint ventures and associates

4, 10

-

 (7.2)

 (6.2)

Deferred tax on intangible assets

 10

 (0.4)

 (1.1)

 (3.8)

Reassessment of temporary differences

 10

-

 (9.5)

 (13.5)

Tax on sale of businesses

 10

 14.1

-

 15.0

Tax on exceptional operating costs

 10

 1.6

-

 (9.1)

Tax on other adjusting items

 10

 (14.7)

 0.3

 (2.7)

Share of tax on associates other adjusting items

 10

-

 2.4

 1.3

Adjusted tax charge on the profit for the period

 10

 (21.8)

 (19.4)

 (29.4)

 

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 credit of £nil (31 March 2019 £9.5 million, 30 September 2019 £13.5 million) relating to the recognition of UK tax losses which is treated as exceptional due to its distortive impact on the Group's adjusted tax charge. Tax on other adjusting items includes a deferred tax credit of £8.2 million in respect of the increase in future tax rate enacted in the UK (19.0% from 17.0%) (31 March 2019 £nil, 30 September 2019 £nil).

 

In April 2019 the EU Commission released its final decision on the State Aid investigation into the Group Financing Exemption (GFE) included within the UK's controlled foreign company (CFC) rules. The Commission ruled that the GFE constituted State Aid to the extent that non-trade finance profits of a CFC arose as a result of Significant People Functions (SPFs) in the UK. Up until 2018 the Group financed its US operations through a Luxembourg resident finance company which had received clearance from HM Revenue & Customs (HMRC) that it benefitted from the GFE. If the State Aid investigation ultimately leads to a reversal of the benefits that the Group has accrued through the GFE, the tax cost to the Group would be in the range from £nil to £7.4 million. The Group is currently working to quantify the exposure of the Group following HMRC's release of guidance on how UK SPFs should be calculated. The Directors consider that an appeal against the Commission's decision would be more than likely to be successful, and accordingly have made no provision in these financial statements.

 

9 Dividends paid

 

 

 

Unaudited 6 months ended

31 March 2020

Unaudited 6 months ended

31 March 2020

Unaudited 6 months ended

31 March 2019

Unaudited 6 months ended

31 March 2019

Audited year ended 30 September 2019

Audited year ended 30 September 2019

 

Note

Pence per share

£m

Pence per share

£m

Pence per share

£m

Amounts recognisable as distributions to equity holders in the year

 

 

 

 

 

 

 

Ordinary Shares - final dividend for the year ended 30 September 2019

 

 16.6

 3.3

 -

 -

 -

 -

A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2019

 

 16.6

 34.6

 -

 -

 -

 -

Ordinary Shares - final dividend for the year ended 30 September 2018

 

 -

 -

 16.2

 3.2

 16.2

 3.2

A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2018

 

 -

 -

 16.2

 54.2

 16.2

 54.2

 

 

 -

 37.9

 -

 57.4

 -

 57.4

Ordinary Shares - interim dividend for the year ended 30 September 2019

 

 -

 -

 -

 -

 7.3

 1.5

A Ordinary Non-Voting Shares - interim dividend for the year ended 30 September 2019

 

 -

 -

 -

 -

 7.3

 15.2

Euromoney cash distribution - B shares

(i)

 -

 -

 -

 -

 146.8

 183.0

Euromoney cash distribution - C shares

(i)

 -

 -

 -

 -

 647.0

 17.0

Euromoney dividend in specie

(i)

 -

 -

 -

 -

 691.3

 661.8

 

 

 -

 -

 -

 -

 -

 878.5

 

 

 -

 37.9

 -

 57.4

 -

 935.9

 

(i) On 2 April 2019 the Group disposed of its remaining stake in Euromoney by way of a dividend in specie together with a cash distribution to shareholders. The dividend in specie was distributed on 2 April 2019 and the cash distribution on 15 April 2019. Using the Euromoney share price as at 31 March 2019 the dividend in specie amounted to £673.6 million. Since both distributions were approved by the Board and shareholders before 31 March 2019, the Group recognised a liability for both the cash distribution and dividend in specie as at 31 March 2019 amounting to £873.6 million.

 

Before these distributions were made c46.4% of the A shares held by Fully Participating Shareholders were converted into a new class of B Shares and c4.0% of the A Shares held by Rothermere Affiliated Shareholders converted into a new class of C Shares.

 

The dividend in specie was paid to Fully Participating Shareholders and amounted to £661.8 million. This was based on the Euromoney share price of £12.38 at 8am on 2 April 2019.

 

The cash distribution of £183.0 million was paid to Fully Participating Shareholders in respect of the B Shares and a restricted special dividend of £17.0 million in cash was paid to the Rothermere Affiliated Shareholders in respect of C Shares. Once these distributions were made the B Shares and the C Shares were converted into Deferred B Shares and Deferred C Shares respectively before being transferred to the Company for no valuable consideration and cancelled shortly thereafter.

 

The Board has declared an interim dividend of 7.5 pence per Ordinary/A Ordinary Non-Voting Share (31 March 2019 interim dividend of 7.3 pence, 30 September 2019 final dividend of 16.6 pence) which will absorb an estimated £17.2 million (31 March 2019 £16.6 million, 30 September 2019 £37.8 million) of shareholders' equity for which no liability has been recognised in these financial statements. It will be paid on 26 June 2020 to shareholders on the register at the close of business on 5 June 2020.

10 Adjusted profit

 

 

 

Unaudited 6 months ended

31 March 2020

Unaudited 6 months ended

31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

Profit before tax - continuing operations

 3

 80.1

 50.2

 134.3

Profit/(loss) before tax - discontinued operations

 16

 13.0

 0.2

 (32.6)

Profit on disposal of discontinued operations including recycled cumulative translation differences

 16

 134.3

-

-

Adjust for:

 

 

 

 

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

3, 4

 5.5

 14.0

 19.9

Impairment of goodwill and intangible assets arising on business combinations

 3

 8.2

 20.9

 19.1

Exceptional operating (income)/costs

 3

 (7.9)

 5.6

 43.2

Share of exceptional operating income and prior year tax exposures of joint ventures and associates

 4

-

 (7.0)

 (1.7)

Share of and associates' other gains and losses

 4

 (0.4)

-

-

Impairment of carrying value of joint ventures and associates

 4

 3.7

 27.7

 29.6

Other gains and losses:

 

 

 

 

Loss on disposal of other financial assets held at fair value through other comprehensive income

 5

 0.1

-

-

Profit on disposal of property, plant and equipment

 5

-

 (1.1)

 (1.1)

Profit on disposal of businesses, joint ventures, associates, change of control and recycled cumulative translation differences

5, 16

 (44.0)

 (15.1)

 (66.2)

Profit on disposal of discontinued operations including recycled cumulative translation differences

 16

 (134.3)

-

-

Finance costs:

 

 

 

 

Finance income on defined benefit pension schemes

 7

 (2.1)

 (3.7)

 (7.1)

Fair value movements including share of joint ventures and associates

7, (i)

-

 1.1

 1.1

Tax:

 

 

 

 

Share of tax in joint ventures and associates

4, 8

-

 7.2

 6.2

Adjusted profit before tax and non-controlling interests

 

 56.2

 100.0

 144.7

Total tax charge on the profit for the period

 8

 (22.4)

 (4.3)

 (10.4)

Adjust for:

 

 

 

 

Share of tax in joint ventures and associates

4, 8

-

 (7.2)

 (6.2)

Deferred tax on intangible assets

 8

 (0.4)

 (1.1)

 (3.8)

Reassessment of temporary differences

 8

-

 (9.5)

 (13.5)

Tax on other gains and losses

 8

 14.1

-

 15.0

Tax on exceptional operating costs

 8

 1.6

-

 (9.1)

Tax on other adjusting items

 8

 (14.7)

 0.3

 (2.7)

Share of tax on associates' other adjusting items

 8

-

 2.4

 1.3

Non-controlling interests

(ii)

-

 (0.8)

 (0.8)

Adjusted profit after taxation and non-controlling interests

 

 34.4

 79.8

 114.5

 

(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 £nil (31 March 2019 £0.8 million, 30 September 2019 £0.8 million) is stated after eliminating a credit of £nil (31 March 2019 £0.3 million, 30 September 2019 £0.4 million), being the non-controlling interests' share of adjusting items.

 

11 Earnings per share

Basic earnings per share of 89.7 pence (31 March 2019 12.9 pence, 30 September 2019 30.7 pence) and diluted earnings per share of 88.5 pence (31 March 2019 12.7 pence, 30 September 2019 30.3 pence) are calculated, in accordance with IAS 33, Earnings per share, on Group profit for the financial period of £205.0 million (31 March 2019 £45.6 million, 30 September 2019 £90.9 million) as adjusted for the effect of dilutive Ordinary Shares of £nil (31 March 2019 £nil, 30 September 2019 £nil) and profits from discontinued operations of £130.7 million (31 March 2019 losses £1.8 million, 30 September 2019 losses £22.6 million) on the weighted average number of Ordinary Shares in issue during the period, as set out below.

 

As in previous years, adjusted earnings per share have also been disclosed since the Directors consider that this alternative measure gives a more comparable indication of the Group's underlying trading performance. Adjusted earnings per share of 15.0 pence (31 March 2019 22.5 pence, 30 September 2019 38.6 pence) 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 £34.4 million (31 March 2019 £79.8 million, 30 September 2019 £114.5 million), as set out in Note 10 and on the basic weighted average number of Ordinary Shares in issue during the period.

 

Basic and diluted earnings per share:

 

 

 

Unaudited 6 months ended

31 March 2020 Diluted earnings

Unaudited 6 months ended

31 March 2019 Diluted earnings

Audited year ended 30 September 2019 Diluted earnings

 

Unaudited 6 months ended

31 March 2020 Basic earnings

Unaudited 6 months ended

31 March 2019 Basic earnings

Audited year ended 30 September 2019 Basic earnings

 

 

Note

£m

£m

£m

£m

£m

£m

Earnings from continuing operations

 

 74.3

 47.4

 113.5

 74.3

 47.4

 113.5

Effect of dilutive Ordinary Shares

 

-

-

-

-

-

-

Earnings/(losses) from discontinued operations

 

 130.7

 (1.8)

 (22.6)

 130.7

 (1.8)

 (22.6)

 

 

 205.0

 45.6

 90.9

 205.0

 45.6

 90.9

 

 

 

 

 

 

 

 

Adjusted earnings from continuing and discontinued operations

 10

 34.4

 79.8

 114.5

 34.4

 79.8

 114.5

Effect of dilutive Ordinary Shares

 

-

-

-

-

-

-

 

 

 34.4

 79.8

 114.5

 34.4

 79.8

 114.5

 

 

 

Unaudited 6 months ended

31 March 2020 Diluted pence per share

Unaudited 6 months ended

31 March 2019 Diluted pence per share

Audited year ended 30 September 2019 Diluted pence per share

Unaudited 6 months ended

31 March 2020 Basic pence per share

Unaudited 6 months ended

31 March 2019 Basic pence per share

Audited year ended 30 September 2019 Basic pence per share

Earnings per share from continuing operations

 

 32.1

 13.2

 37.8

 32.5

 13.4

 38.3

Earnings/(losses) per share from discontinued operations

 

 56.4

 (0.5)

 (7.5)

 57.2

 (0.5)

 (7.6)

Earnings per share from continuing operations and discontinued operations

 

 88.5

 12.7

 30.3

 89.7

 12.9

 30.7

 

 

 

 

 

 

 

 

Adjusted earnings per share from continuing and discontinued operations

 

 14.8

 22.2

 38.1

 15.0

 22.5

 38.6

Effect of dilutive Ordinary Shares

 

-

-

-

-

-

-

Adjusted earnings per share from continuing operations and discontinued operations

 

 14.8

 22.2

 38.1

 15.0

 22.5

 38.6

  

 

 

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 2020 Number

Unaudited at 31 March 2019 Number

Audited at 30 September 2019 Number

 

m

m

m

Number of Ordinary Shares in issue

 234.8

 362.1

 303.5

Own shares held

 (6.2)

 (7.3)

 (7.1)

Basic earnings per share denominator

 228.6

 354.8

 296.4

Effect of dilutive share options

 3.2

 4.9

 3.8

Dilutive earnings per share denominator

 231.8

 359.7

 300.2

12 EBITDA and cash generated by operations

 

 

 

Unaudited 6 months ended

31 March 2020

Unaudited 6 months ended

31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

Continuing operations

 

 

 

 

Adjusted operating profit

 3

 63.8

 86.9

 135.8

Non-exceptional depreciation charge

 3

 11.1

 11.4

 22.7

Non-exceptional depreciation charge on right of use assets

 3

 9.8

-

-

Amortisation of internally generated and acquired computer software not arising on business combinations

 3

 7.9

 8.6

 17.9

Operating (losses)/profits from joint ventures and associates

 4

 (6.8)

 17.5

 12.6

Share of charge of depreciation and amortisation of internally generated and acquired computer software not arising on business combinations of joint ventures and associates

 

 1.0

 1.4

 1.5

Discontinued operations

 

 

 

 

Adjusted operating profit

 16

 1.6

 3.5

 8.4

Non-exceptional depreciation charge

 16

-

 1.3

 2.6

Amortisation of internally generated and acquired computer software not arising on business combinations

 16

-

 2.0

 4.1

EBITDA

 

 88.4

 132.6

 205.6

Adjustments for:

 

 

 

 

Share-based payments

 

 9.2

 7.8

 21.1

Loss on disposal of property, plant and equipment

 

-

 0.1

 0.6

Share of losses/(profits) from joint ventures and associates

 4

 6.8

 (17.5)

 (12.6)

Exceptional operating costs

 3

 7.9

 (5.6)

 (43.2)

Non-cash pension past service cost

 

-

 3.1

 3.1

Share of charge of depreciation and amortisation of internally generated and acquired computer software not arising on business combinations of joint ventures and associates

 

 (1.0)

 (1.4)

 (1.5)

Decrease in inventories

 

 12.5

 11.0

 5.9

Decrease/(increase) in trade and other receivables

 

 0.2

 (50.8)

 (40.9)

(Decrease)/increase in trade and other payables

 

 (37.9)

 (37.9)

 0.9

(Decrease)/increase in provisions

 

 (15.8)

 0.1

 38.8

Additional payments into pension schemes

 

 (16.2)

 (12.8)

 (12.8)

Cash generated by operations

 

 54.1

 28.7

 165.0

13 Analysis of net cash

 

 

Note

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

 

£m

£m

£m

Net cash at start of period before effects of derivatives and collateral

 

 84.8

 9.8

 9.8

Adjustment for transition to IFRS 16

 2

 (92.0)

-

-

Restated at 1 October 2019

 

 (7.2)

 9.8

 9.8

Cash flow

 

 201.7

 173.2

 67.9

On acquisition of subsidiaries

14, 20

 (0.2)

-

-

On disposal of subsidiaries

 15

 8.5

-

-

Fair value hedging arrangements

 

 (0.5)

 (1.6)

 (2.7)

Foreign exchange on cash and cash equivalents

 

 2.1

 (1.8)

 10.7

Foreign exchange on lease liabilities

 

 0.9

-

-

Non-cash movements on lease liabilities

 

 (4.0)

 (0.7)

 (0.9)

Net cash at period end before effects of derivatives and collateral

 

 201.3

 178.9

 84.8

 

 

 

 

 

Analysed as:

 

 

 

 

Cash and cash equivalents

 

 489.2

 382.6

 301.1

Classified as held for sale

 

-

 3.0

-

 

 

 489.2

 385.6

 301.1

Bank overdrafts

 21

 (10.8)

 (3.0)

 (11.9)

Cash and cash equivalents in the Condensed Consolidated Cash Flow Statement

 

 478.4

 382.6

 289.2

Debt due within one year:

 

 

 

 

Loan notes

 21

-

 (1.7)

 (1.6)

Lease liabilities

 21

 (23.3)

-

-

Debt due in more than one year:

 

 

 

 

Bonds

 21

 (203.4)

 (202.0)

 (202.8)

Lease liabilities

 21

 (50.4)

-

-

Net cash at period end before derivatives and collateral

 

 201.3

 178.9

 84.8

Effect of derivatives on bank loans

 

 (17.0)

 (14.3)

 (18.3)

Collateral deposits

 22

 21.9

 6.9

 15.4

Net cash including derivatives and collateral at closing exchange rate

 

 206.2

 171.5

 81.9

 

 

 

 

 

Net cash including derivatives and collateral at average exchange rate

 

 200.8

 173.1

 76.2

 

The net increase in cash and cash equivalents in the period of £187.1 million (31 March 2019 decrease of £51.5 million, 30 September 2019 decrease of £157.4 million) includes a cash inflow of £nil (31 March 2019 outflow of £0.1 million, 30 September 2019 £0.1 million) in respect of operating exceptional items.

14 Summary of the effects of acquisitions

On 29 November 2019, the Consumer Media segment acquired the 'i', the UK national newspaper and website from JPI Media Limited, for total consideration of £49.6 million.

 

The 'i' contributed £12.1 million to the Group's revenue, £4.5 million to the Group's operating profit and £2.9 million to the Group's profit after tax for the period between the date of acquisition and 31 March 2020.

 

If the acquisition had been completed on the first day of the financial period, the 'i' would have contributed £18.9 million to the Group's revenue, £7.3 million to the Group's operating profit and £5.7 million to the Group's profit after tax.

 

On 18 February 2020, the Events and Exhibitions segment acquired the Addisbuild show for total consideration of £0.5 million. Addisbuild is a long-standing construction event dedicated to the Ethiopian market.

 

Addisbuild contributed £nil to the Group's revenue, £nil to the Group's operating profit and £nil to the Group's profit after tax for the period between the date of acquisition and 31 March 2020.

 

If the acquisition had been completed on the first day of the financial period, Addisbuild would have contributed £0.3 million to the Group's revenue, £0.1 million to the Group's operating profit and £0.1 million to the Group's profit after tax.

 

On 18 December 2019, the Property Information segment acquired the entire ordinary share capital of OneSearch Direct Holdings Limited (OneSearch) for total consideration of £7.3 million. OneSearch are a specialist data producer of local authority and drainage and water searches for conveyancers.

 

OneSearch contributed £1.5 million to the Group's revenue, reduced the Group's operating profit by £0.1 million and reduced the Group's profit after tax by £0.1 million for the period between the date of acquisition and 31 March 2020.

 

If the acquisition had been completed on the first day of the financial period, OneSearch would have contributed £3.1 million to the Group's revenue, reduced the Group's operating profit by £0.1 million and reduced the Group's profit after tax by £0.1 million.

 

Provisional fair value of net assets acquired with all acquisitions:

 

 

The 'i'

Addisbuild

OneSearch

Total

 

Note

£m

£m

£m

£m

Goodwill

18, (i)

-

-

 4.1

 4.1

Intangible assets

 18

 48.1

 0.5

 3.6

 52.2

Property, plant and equipment

 19

 0.1

-

-

 0.1

Right of use assets

 20

-

-

 0.2

 0.2

Trade and other receivables

 

 3.1

-

 1.1

 4.2

Cash and cash equivalents

 13

-

-

 0.6

 0.6

Trade and other payables

 

 (1.7)

-

 (0.7)

 (2.4)

Bank overdrafts

 13

-

-

 (0.6)

 (0.6)

Lease liabilities

 13

-

-

 (0.2)

 (0.2)

Provisions

 

-

-

 (0.1)

 (0.1)

Deferred tax

 

-

-

 (0.7)

 (0.7)

Group share of net assets acquired

 

 49.6

 0.5

 7.3

 57.4

 

Cost of acquisitions:

 

 

 

The 'i'

Addisbuild

OneSearch

Total

 

 

£m

£m

£m

£m

Cash paid in current year

 

 49.6

-

 7.3

 56.9

Contingent consideration

(ii)

-

 0.4

-

 0.4

Working capital adjustment

 

-

 0.1

-

 0.1

Total consideration at fair value

 

 49.6

 0.5

 7.3

 57.4

 

(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.

 

(ii) The estimated range of undiscounted outcomes for contingent consideration relating to acquisitions in the year is £nil to £0.4 million.

 

The contingent consideration has been discounted back to current values in accordance with IFRS 3, Business Combinations. In each case the Group has used acquisition accounting to account for the purchase.

 

All of the companies acquired during the period contributed £13.7 million to the Group's revenue and £2.8 million to the Group's profit after tax for the period between the date of acquisition and 31 March 2020.

 

Acquisition-related costs, amounting to £1.9 million, have been 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 £691.9 million and Group profit attributable to equity holders of the parent would have been a profit of £207.9 million. This information takes into account the amortisation of acquired intangible assets together with related income tax effects but excludes any pre-acquisition finance costs and should not be viewed as indicative of the results of operations that would have occurred if the acquisitions had actually been completed on the first day of the period.

 

 

Reconciliation to purchase of businesses and subsidiary undertakings as shown in the Condensed Consolidated Cash Flow Statement:

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

Note

£m

£m

£m

Cash consideration

 

 56.9

 5.6

 24.7

Cash paid to settle contingent consideration in respect of acquisitions

(i)

 0.4

 3.6

 4.7

Cash paid to settle acquisition put options

 

-

-

 0.6

Cash and cash equivalents acquired with subsidiaries

 

 (0.6)

 (2.2)

 (2.4)

Bank overdrafts acquired with subsidiaries

 

 0.6

-

-

Purchase of businesses and subsidiary undertakings

 

 57.3

 7.0

 27.6

 

(i) Cash paid to settle contingent consideration in respect of acquisitions includes £0.3 million (31 March 2019 £0.1 million, 30 September 2019 £0.2 million) within the Property Information segment, £nil (31 March 2019 £0.4 million, 30 September 2019 £0.4 million) within the EdTech segment, £nil (31 March 2019 £3.1 million, 30 September 2019 £4.1 million) within the Energy Information segment and £0.1 million (31 March 2019 £nil, 30 September 2019 £nil) within the Events and Exhibitions segment.  

15 Summary of the effects of disposals

On 5 November 2019 the Group sold its Energy Information segment for proceeds of £264.1 million. The sale also included Inframation AG in the Property Information segment. On 11 October 2019 the Property Information segment disposed of Buildfax, Inc. for proceeds of £20.4 million. These businesses were recognised as held for sale in the prior year.

 

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

 

 

 

Other

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

Goodwill

 18

-

 83.3

 2.7

 86.0

Intangible assets

 18

-

 32.0

 (0.8)

 31.2

Property, plant and equipment

 

-

 7.1

-

 7.1

Right of use assets

 

-

 8.3

-

 8.3

Trade and other receivables

 

 (0.6)

 22.6

 6.8

 28.8

Cash and cash equivalents

 

-

 2.0

 (1.7)

 0.3

Trade and other payables

 

 (6.5)

 (38.1)

 (11.7)

 (56.3)

Lease liabilities

 

-

 (8.5)

-

 (8.5)

Overdrafts

 

-

 (0.1)

-

 (0.1)

Current tax receivable

 

-

 0.6

-

 0.6

Provisions

 

 0.9

 (34.2)

 34.2

 0.9

Deferred tax liabilities

 

-

 5.9

 (7.6)

 (1.7)

Net assets/(liabilities) disposed

 

 (6.2)

 80.9

 21.9

 96.6

Profit on sale of businesses including recycled cumulative exchange differences

 

 0.5

-

 176.0

 176.5

 

 

 (5.7)

 80.9

 197.9

 273.1

 

 

 

 

 

 

Satisfied by:

 

 

 

 

 

Cash received

 

-

 

 317.0

 317.0

Directly attributable costs paid

 

 (1.0)

 

 (26.3)

 (27.3)

Non-cash movement in deferred consideration

 

 (4.7)

 

-

 (4.7)

Working capital adjustment cash paid

 

-

 

 (1.7)

 (1.7)

Recycled cumulative translation differences

 

-

 

 (10.2)

 (10.2)

 

 

 (5.7)

 

 278.8

 273.1

 

 

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

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

£m

£m

£m

Cash consideration net of disposal costs

 (1.0)

-

 2.8

Cash consideration net of disposal costs - discontinued operations

 290.7

-

 (5.2)

Working capital adjustment cash paid - discontinued operations

 (1.7)

 (1.0)

 (0.9)

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

 15.6

-

-

Cash and cash equivalents disposed with subsidiaries

 (0.2)

 (4.4)

 (8.3)

Proceeds/(costs) on disposal of businesses

 303.4

 (5.4)

 (11.6)

 

All of the businesses disposed of during the period absorbed £12.5 million of the Group's net operating cash flows, contributed £235.4 million in investing activities and paid £1.6 million in financing activities.

 

The Group's tax charge includes £14.1 million in relation to these disposals of which £13.4 million relates to discontinued operations.

16 Discontinued operations

On 26 August 2019, the Group announced that it had agreed the sale of its Energy Information segment to Verisk. The sale completed on 5 November 2019 following the completion of customary closing conditions. The results of the Energy Information segment for the period are included in discontinued operations for the current and prior period.

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

 

 

 

Unaudited 6 months ended 31 March 2020

Unaudited 6 months ended 31 March 2019

Audited year ended 30 September 2019

 

Note

£m

£m

£m

Revenue

 3

 7.1

 36.9

 73.6

Expenses

 

 (5.5)

 (30.1)

 (58.5)

Depreciation

 3

-

 (1.3)

 (2.6)

Amortisation of intangible assets not arising on business combinations

 3

-

 (2.0)

 (4.1)

Adjusted operating profit

 3

 1.6

 3.5

 8.4

Exceptional operating income/(costs)

3, 10, (i)

 11.4

-

 (31.3)

Amortisation of intangible assets arising on business combinations

3, 10

-

 (1.6)

 (3.2)

Operating profit/(loss)

 

 13.0

 1.9

 (26.1)

Other gains and losses

3, 10

 -

 (1.8)

 (6.4)

Profit/(loss) before net finance costs and tax

 10

 13.0

 0.1

 (32.5)

Investment revenue

 3

-

 0.1

-

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

 

-

-

 (0.1)

Finance income/(costs)

 3

-

-

 (0.1)

Profit/(loss) before tax

 

 13.0

 0.2

 (32.6)

Tax (charge)/credit

 8

 (3.2)

 (2.0)

 10.0

Profit/(loss) after tax attributable to discontinued operations

 

 9.8

 (1.8)

 (22.6)

Profit on disposal of discontinued operations

3, 10, 15

 145.7

-

-

Recycled cumulative translation differences on disposal of discontinued operations

3, 10, 15

 (11.4)

-

-

Tax charge on profit on disposal of discontinued operations

 8

 (13.4)

-

-

Profit/(loss) attributable to discontinued operations

 3

 130.7

 (1.8)

 (22.6)

 

(i) The Group's Energy Information business (Genscape) provided a 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 two companies unconnected with DMGT but verified by Genscape between 2013 and 2014 under the Program, the EPA issued a notice of intent to revoke the ability of Genscape to verify RINs as a third-party auditor on 4 January 2017. Following the EPA investigation of the two companies in April 2016, the two companies pleaded guilty of fraud in connection with the broader scheme to generate RINs.

EPA regulations for the audit Program set a liability cap on replacement of invalid RINs of 2.0% of the RINs. In April 2017 Genscape voluntarily paid the 2.0% liability cap associated with the invalid RINs at a cost of US$1.3 million, 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 fraud, auditor error and negligence.

The EPA had not formally alleged any fraud or intentional wrongdoing by Genscape, but in its May 2019 final determination letter, EPA did find grounds for auditor error and negligence by Genscape and ordered Genscape to replace 69.2 million additional RINs it had verified.

In July 2019, Genscape filed a petition for review with the Sixth Circuit Court of Appeals and a motion to stay the EPA's order to replace the 69.2 million RINs which was accepted for the duration of Genscape's petition for review.

Notwithstanding the sale of Genscape to Verisk, DMGT is responsible for any costs, claims or awards and all settlement negotiations with the EPA.

Since RINs trade in a volatile range, averaging approximately 47 cents over the previous 24-month period, replacing the maximum 69.2 million RINs claimed by the EPA would equate to a potential maximum claim of approximately US$32.8 million. Using the period end price of 54 cents replacing the maximum 69.2 million RINs claimed by the EPA would equate to a potential maximum claim of US$37.4 million.

DMGT continues to cooperate with the EPA and settlement discussions are ongoing but considering the uncertainties involved, the length of time involved and taking note of the order from the EPA, the Group, without admitting any wrongdoing, made a provision for the total cost of replacing RINs as at 30 September 2019.

At each period end IAS 37 requires DMGT to review this provision and make appropriate adjustments to reflect the current status of the claim. Accordingly, the Group has reduced its total provision. The Group's closing provision includes the cost of replacement RINs, estimated purchase costs, associated legal fees and currency fluctuations. The final settlement amount may be different than the provision made, however, it is not possible for the Group to predict with any certainty the potential impact of this litigation or to quantify the ultimate cost of a verdict or resolution. Accordingly, the provision could change substantially over time as the dispute progresses and new facts emerge. Any change to this provision will continue to be disclosed as an exceptional operating item within discontinued operations.

A deferred tax credit of US$5.3 million (£4.3 million) arises on this provision (31 March 2019 US$nil, 30 September 2019 US$8.4 million (£6.8 million)).

Cash flows associated with discontinued operations comprise operating cash flows of £2.5 million (31 March 2019 £7.0 million, 30 September 2019 £11.9 million), investing cash flows of £235.4 million (31 March 2019 £6.9 million, 30 September 2019 £13.3 million) and financing cash flows of £1.6 million (31 March 2019 £0.1 million, 30 September 2019 £0.2 million).

17 Total assets and liabilities of businesses held for sale

The main classes of assets and liabilities comprising the operations classified as held for sale are set out in the table below.

 

At 31 March 2020, the assets and liabilities held for sale relate to the Group's Energy Information segment.

 

At 31 March 2019, the assets and liabilities held for sale relate to investments in associates in Euromoney and Real Capital Analytics (RCA) held centrally and On-geo in the Property Information segment. In accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, the assets and liabilities of Euromoney, RCA and On-geo were recorded at the lower of carrying value and fair value less costs to sell. In doing so, the Group had recognised an impairment charge of £27.7 million in relation to Euromoney and £20.9 million in relation to On-geo. No impairment was recognised in relation to RCA which was sold for US$88.6 million (£68.2 million) in May 2019.

 

At 30 September 2019, the assets and liabilities held for sale relate to the Group's Energy Information segment, together with BuildFax, Inc. and Inframation AG which were included in the Property Information segment. The proceeds of disposal less costs to sell exceed the net carrying amount of the relevant assets and liabilities and, accordingly, no impairment loss was recognised on the classification of these operations as held for sale.

 

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

Note

£m

£m

£m

Goodwill

 18

 -

 0.9

 83.3

Intangible assets

 18

 -

 11.3

 32.0

Deferred tax

 

 4.3

 -

 5.9

Property, plant and equipment

 19

 -

 1.0

 7.1

Investments in joint ventures

 

 -

 0.4

 -

Investments in associates: Euromoney

 

 -

 673.6

 -

Investments in associates: Other

 

 -

 9.4

 -

Trade and other receivables:

 

 

 

 

Trade receivables

 

 -

 5.9

 10.0

Expected credit losses

 

 -

 -

 (0.4)

Prepayments

 

 -

 2.5

 3.3

Contract acquisition costs

 

 -

 -

 3.1

Contract assets

 

 -

 -

 0.3

Other receivables

 

 -

 1.1

 6.3

Cash and cash equivalents

 

 -

 3.0

 2.0

Current tax receivable

 

 -

 0.5

 0.6

Total assets associated with businesses held for sale

 

 4.3

 709.6

 153.5

 

 

 

 

 

Adjustment for transition to IFRS 16

 

 

 

 

Right of use assets

 2

 -

 -

 8.3

Restated as at 1 October 2019 Total assets associated with businesses held for sale

 

 4.3

 709.6

 161.8

 

 

 

 

 

Trade and other payables

 

 -

 (6.0)

 (36.7)

Bank overdrafts

 

 -

 -

 (0.1)

Loan notes

 

 -

 -

 (1.6)

Deferred tax

 

 -

 (3.3)

 -

Provisions

 

 (20.5)

 -

 (34.2)

Total liabilities associated with businesses held for sale

 

 (20.5)

 (9.3)

 (72.6)

 

 

 

 

 

Adjustment for transition to IFRS 16

 

 

 

 

Trade and other payables

 2

 -

 -

 0.2

Lease liabilities

 2

 -

 -

 (8.5)

Restated as at 1 October 2019 Total liabilities associated with businesses held for sale

 

 (20.5)

 (9.3)

 (80.9)

 

 

 

 

 

Net (liabilities)/assets of the disposal group

 

 (16.2)

 700.3

 80.9

18 Goodwill and other intangible assets

 

 

Goodwill

Other Intangibles

 

Note

£m

£m

Cost

 

 

 

Audited at 30 September 2018

 

 422.4

 598.3

Additions from business combinations

 

 4.0

 2.3

Internally generated

 

-

 9.2

Disposals

 

 (5.2)

 (5.5)

Classified as held for sale

 17

 (21.8)

 (19.0)

Exchange adjustment

 

 (1.7)

 (1.4)

Unaudited at 31 March 2019

 

 397.7

 583.9

Audited at 30 September 2018

 

 422.4

 598.3

Additions from business combinations

 

 22.0

 4.0

Internally generated

 

-

 13.9

Disposals

 

 (27.7)

 (26.7)

Classified as held for sale

 17

 (145.2)

 (107.2)

Exchange adjustment

 

 8.1

 21.0

Audited at 30 September 2019

 

 279.6

 503.3

Additions from business combinations

 14

 4.1

 52.2

Other additions

 

-

 0.5

Internally generated

 

-

 2.7

Disposals

 15

 (2.8)

 (1.7)

Exchange adjustment

 

 (0.5)

 (2.7)

Unaudited at 31 March 2020

 

 280.4

 554.3

 

 

 

 

Accumulated amortisation and impairment

 

 

 

Audited at 30 September 2018

 

 89.2

 467.1

Amortisation

 3

-

 18.5

Impairment

 3

 20.9

-

Disposals

 

-

 (1.9)

Classified as held for sale

 17

 (20.9)

 (7.7)

Exchange adjustment

 

-

 (0.6)

Unaudited at 31 March 2019

 

 89.2

 475.4

Audited at 30 September 2018

 

 89.2

 467.1

Amortisation

 3

-

 35.4

Impairment

 3

 19.1

-

Disposals

 

 (19.1)

 (11.7)

Classified as held for sale

 17

 (61.9)

 (75.2)

Exchange adjustment

 

 1.1

 17.8

Audited at 30 September 2019

 

 28.4

 433.4

Amortisation

 3

-

 13.4

Impairment

 3

 8.1

 0.1

Disposals

 15

-

 (1.1)

Exchange adjustment

 

 (0.7)

 (2.1)

Unaudited at 31 March 2020

 

 35.8

 443.7

Net book value - Unaudited at 31 March 2019

 

 308.5

 108.5

Net book value - Audited at 30 September 2019

 

 251.2

 69.9

Net book value - Unaudited at 31 March 2020

 

 244.6

 110.6

 

 

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.

 

Goodwill impairment losses recognised in the period amounted to £5.1 million relating to the Events and Exhibitions segment and £2.9 million relating to the Consumer Media segment. The tax credit in respect of the impairment of goodwill amounted to £nil.

 

In the prior period ended 31 March 2019, the Group recorded a goodwill impairment charge of £20.9 million relating to On-geo in the Property Information segment. The tax credit in respect of the impairment of goodwill amounted to £nil.

 

In the prior year ended 30 September 2019, the Group recorded a goodwill impairment charge of £19.1 million relating to On-geo in the Property Information segment. The tax credit in respect of the impairment of goodwill amounted to £nil.

 

During the period to 31 March 2020 the Group reviewed intangible asset for indicators of impairment and accordingly recognised a total impairment charge in the period of £0.1 million relating to the Events and Exhibitions segment (31 March 2019 £nil, 30 September 2019 £nil).

19 Property, plant and equipment

 

 

Freehold properties

Short leasehold properties

Plant and equipment

Total

 

Note

£m

£m

£m

£m

Cost

 

 

 

 

 

At 30 September 2018

 

 40.4

 20.7

 307.1

 368.2

Additions

 

 0.1

 0.2

 7.3

 7.6

Disposals

 

 (8.2)

-

 (10.6)

 (18.8)

Classified as held for sale

 17

-

-

 (4.9)

 (4.9)

Exchange adjustment

 

-

-

 (0.4)

 (0.4)

At 31 March 2019

 

 32.3

 20.9

 298.5

 351.7

At 30 September 2018

 

 40.4

 20.7

 307.1

 368.2

Owned by subsidiaries acquired

 

-

-

 0.1

 0.1

Additions

 

 0.2

 0.7

 15.0

 15.9

Disposals

 

 (8.2)

 (0.3)

 (17.8)

 (26.3)

Classified as held for sale

 17

-

-

 (23.4)

 (23.4)

Owned by subsidiaries disposed

 

-

-

 (5.1)

 (5.1)

Exchange adjustment

 

-

 1.0

 3.7

 4.7

At 30 September 2019

 

 32.4

 22.1

 279.6

 334.1

Owned by subsidiaries acquired

 14

-

-

 0.1

 0.1

Additions

 

 0.2

 0.1

 6.3

 6.6

Disposals

 

 (0.2)

 (0.2)

 (2.1)

 (2.5)

Exchange adjustment

 

-

 (0.2)

 (0.9)

 (1.1)

At 31 March 2020

 

 32.4

 21.8

 283.0

 337.2

 

 

 

Freehold properties

Short leasehold properties

Plant and equipment

Total

 

Note

£m

£m

£m

£m

Accumulated depreciation and impairment

 

 

 

 

 

At 30 September 2018

 

 16.8

 14.3

 237.4

 268.5

Charge for the year

 3

 0.6

 1.2

 10.9

 12.7

Disposals

 

-

-

 (10.5)

 (10.5)

Classified as held for sale

 17

-

-

 (3.9)

 (3.9)

Exchange adjustment

 

-

-

 (0.3)

 (0.3)

At 31 March 2019

 

 17.4

 15.5

 233.6

 266.5

At 30 September 2018

 

 16.8

 14.3

 237.4

 268.5

Charge for the year

 3

 1.3

 2.7

 21.3

 25.3

Disposals

 

-

 (0.3)

 (17.2)

 (17.5)

Classified as held for sale

 17

-

-

 (16.3)

 (16.3)

Owned by subsidiaries disposed

 

-

-

 (4.2)

 (4.2)

Exchange adjustment

 

-

 0.8

 3.1

 3.9

At 30 September 2019

 

 18.1

 17.5

 224.1

 259.7

Charge for the year

 3

 0.6

 1.3

 9.2

 11.1

Disposals

 

 (0.2)

 (0.2)

 (2.1)

 (2.5)

Exchange adjustment

 

-

 (0.1)

 (0.6)

 (0.7)

At 31 March 2020

 

 18.5

 18.5

 230.6

 267.6

Net book value - Unaudited at 31 March 2019

 

 14.9

 5.4

 64.9

 85.2

Net book value - Audited at 30 September 2019

 

 14.3

 4.6

 55.5

 74.4

Net book value - Unaudited at 31 March 2020

 

 13.9

 3.3

 52.4

 69.6

 

 

During the period the Group spent £6.6 million (period ended 31 March 2019 £7.6 million, year ended 30 September 2019 £15.9 million) on property, plant and equipment and disposed certain of its property, plant and equipment with a carrying value of £nil (31 March 2019 £8.3 million, 30 September 2019 £8.8 million) for net proceeds of £nil (31 March 2019 £9.3 million, 30 September 2019 £9.3 million). In addition property, plant and equipment with a carrying value of £0.1 million was owned by subsidiaries disposed during the year (31 March 2019 £nil, 30 September 2019 £0.9 million).

20 Right of use assets

 

 

Leasehold properties

Plant and equipment

Total

 

Note

£m

£m

£m

Cost

 

 

 

 

At 30 September 2019

 

-

-

-

Adjustment for transition to IFRS 16

 2

 68.1

 1.8

 69.9

Restated at 1 October 2019

 

 68.1

 1.8

 69.9

Owned by subsidiaries acquired

 14

 0.2

-

 0.2

Additions

 

 2.5

 0.3

 2.8

Exchange adjustment

 

 (0.7)

-

 (0.7)

At 31 March 2020

 

 70.1

 2.1

 72.2

 

 

 

Leasehold properties

Plant and equipment

Total

 

Note

£m

£m

£m

Accumulated depreciation and impairment

 

 

 

 

At 30 September 2019

 

-

-

-

Charge for the year

 3

 9.4

 0.4

 9.8

Exchange adjustment

 

 0.1

-

 0.1

At 31 March 2020

 

 9.5

 0.4

 9.9

Net book value - Unaudited at 31 March 2020

 

 60.6

 1.7

 62.3

 

21 Borrowings

The Group's borrowings are unsecured and are analysed as follows:

 

 

Note

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

 

£m

£m

£m

Current liabilities

 

 

 

 

Bank overdrafts

13

10.8

3.0

11.9

Lease liabilities

13

23.3

-

-

Loan notes

13

-

1.7

1.6

 

 

34.1

4.7

13.5

Classified as held for sale

17

-

-

(1.7)

 

 

34.1

4.7

11.8

Adjustment for transition to IFRS 16

 

 

 

 

Lease liabilities

2

-

-

29.7

Restated at 1 October 2019

 

34.1

4.7

41.5

 

 

 

 

 

Non-current liabilities

 

 

 

 

Bonds

13, 23

203.4

202.0

202.8

Lease liabilities

13

50.4

-

-

 

 

253.8

202.0

202.8

Adjustment for transition to IFRS 16

 

 

 

 

Lease liabilities

2

-

-

53.8

Restated at 1 October 2019

 

253.8

202.0

256.6

 

Bonds

The Company's 2018 5.75% bonds matured during the prior period and were repaid in full. In addition, in the prior year the Company bought back £6.4 million nominal of its outstanding 2021 bonds incurring a premium of £0.9 million.

 

Committed borrowing facilities

During the prior period, the Group cancelled committed bank facilities amounting to US$77.0 million (£62.1 million), after which the Group's total committed bank facilities amounted to £380.0 million (31 March 2019 £371.9 million, 30 September 2019 £381.4 million). Of these facilities £205.0 million (31 March and 30 September 2019 £205.0 million) are denominated in sterling and £175.0 million (US$217.0 million) (31 March 2019 £166.9 million (US$217.0 million), 30 September 2019 £176.4 million (US$217.0 million)) are denominated in US dollars. Drawings are permitted in all major currencies.

 

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. 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 goodwill, intangible and tangible assets, before exceptional items and before interest and finance charges, and is shown in Note 12. For the purposes of calculating the Group's bank covenants, EBITDA is calculated on a pre-IFRS 16 basis and amounts to £77.4 million by deducting operating lease charges and adding sublease rental income.

 

Whilst the Group's internal target of a 12-month rolling net debt to EBITDA ratio is no greater than 2.0 times at any point, the limit imposed by its bank covenants is no greater than 3.50 times together with a minimum interest cover ratio of 3.0 times measured in March and September. These covenants were met at the relevant testing dates during the period. The bank covenant ratio uses the average exchange rate in the calculation of net debt. For bank covenant purposes, net debt is calculated on a pre-IFRS 16 basis by excluding IFRS 16 lease liabilities to allow comparability between testing periods. At 31 March 2020 the Group had net cash (at average exchange rates as adjusted for IFRS 16) amounting to £273.5 million (31 March 2019 £173.1 million, 30 September 2019 £76.2 million) and therefore the net debt to EBITDA covenant was met at 31 March 2020 and each of the comparative period testing dates. Interest cover for the 12-month period ended 31 March 2020 was 34.2 times (31 March 2019 13.5 times, 30 September 2019 24.2 times).

 

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

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

£m

£m

£m

Expiring in more than two years but not more than three years

 380.0

-

-

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

-

 371.9

 381.4

Total bank facilities

 380.0

 371.9

 381.4

 

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 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

£m

£m

£m

Expiring in more than two years but not more than three years

 380.0

-

-

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

-

 371.9

 381.4

Total undrawn committed bank facilities

 380.0

 371.9

 381.4

 

22 Other financial assets

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

Note

£m

£m

£m

Current assets

 

 

 

 

Collateral

13, (i)

 21.9

 6.9

 15.4

 

 

 21.9

 6.9

 15.4

Non-current assets

 

 

 

 

Loans to joint ventures and associates

(ii)

 13.1

 5.6

 12.0

 

 

 13.1

 5.6

 12.0

 

(i) The Group deposits collateral with its bank counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives Association) Master Agreement. This represents cash that cannot be readily used in operations.

 

(ii) Loans to joint ventures and associates are stated net of expected credit loss provision as follows:

 

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

 

£m

£m

£m

Total gross loans to joint ventures and associates

 

 25.1

 5.6

 24.0

Loss allowance provision

 

 (12.0)

-

 (12.0)

Loan receivable net of expected credit loss provision

 

 13.1

 5.6

 12.0

 

 

 

Movement in the impairment allowance is as follows:

 

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

 

£m

£m

£m

At start of year

 

 12.0

-

 12.0

Movement in the year

 

-

-

-

At end of year

 

 12.0

-

 12.0

 

 

23 Financial instruments and risk management

 

The Group's financial assets and liabilities are as follows:

 

 

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

 

Carrying value

Carrying value

Carrying value

 

Note

£m

£m

£m

Financial assets

 

 

 

 

Fair value through profit and loss

 

 

 

 

Derivative instruments in designated hedge accounting relationships

(i)

 3.6

 2.1

 3.2

Derivative instruments not in designated in hedge accounting relationships

 

 0.2

 1.5

 0.4

Provision for contingent consideration receivable

 

 0.3

 0.3

 0.3

Fair value through other comprehensive income

 

 

 

 

Financial assets

 

 171.4

 30.3

 33.8

Amortised cost

 

 

 

 

Trade receivables, contract assets and other receivables

(ii)

 209.9

 257.7

 250.7

Collateral

(iii)

21.9

6.9

15.4

Loans to joint ventures and associates

(iv)

13.1

5.6

12.0

Cash and cash equivalents

 

489.2

382.6

299.1

 

 

909.6

687.0

614.9

 

 

 

 

 

Financial liabilities

 

 

 

 

Fair value through profit and loss

 

 

 

 

Derivative instruments in designated hedge accounting relationships

(i)

 (30.1)

 (14.8)

 (24.4)

Provision for contingent consideration payable

 

(2.0)

 (1.4)

 (2.1)

Acquisition put option commitments

 

-

(0.5)

-

Amortised cost

 

 

 

 

Trade payables

 

(38.8)

 (43.5)

 (35.9)

Bank overdrafts

 

(10.8)

(3.0)

(11.8)

Bonds

(v)

(203.4)

(202.0)

(202.8)

Loan notes

 

-

(1.7)

-

Lease liabilities

 

(73.7)

-

-

 

 

(358.8)

(266.9)

(277.0)

Adjustment for transition to IFRS 16

 

 

 

 

Lease liabilities

2

-

-

(83.5)

Restated at 1 October 2019

 

(358.8)

(266.9)

(360.5)

 

The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost (other than the bonds) approximate to their fair values.

 

(i) The Group has derivatives designated in the following hedging relationships:

- hedges of the change in fair value of recognised assets and liabilities (fair value hedges)

- hedges of net investment in foreign operations (net investment hedges)

 

To the extent that net investment hedges are effective, changes in fair value of the derivative are taken to the translation reserve through other comprehensive income.

(ii) At 30 September 2019 other receivables included a 9.0% fixed rate unsecured loan note with a carrying value of £16.3 million (31 March 2019 £15.1 million). This loan note was repaid in full during the period.

 

(iii) 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. These collateral deposits which represent cash that cannot be readily used in the Group's operations, are disclosed within other financial assets (Note 22).

 

(iv) Loans to joint ventures and associates (included within other financial assets, Note 22) include a 10.0% fixed rate unsecured loan note, repayable on 31 December 2025 with a carrying value of £13.0 million (31 March 2019 £5.3 million, 30 September 2019 £12.0 million).

 

(v) The Group's bonds are measured at amortised cost as adjusted for fair value hedging

 

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

 

 

 

 

Unaudited at 31 March 2020 Fair value

Unaudited at 31 March 2020 Carrying value

Unaudited at 31 March 2019 Fair value

Unaudited at 31 March 2019 Carrying value

Audited at 30 September 2019 Fair value

Audited at 30 September 2019 Carrying value

Maturity

 

Annual coupon %

£m

£m

£m

£m

£m

£m

9 April 2021

 

 10.00

 0.8

 0.8

 1.4

 1.2

 0.8

 0.8

21 June 2027

 

 6.375

 221.8

 202.6

 230.6

 200.8

 237.1

 202.0

 

 

 

 222.6

 203.4

 232.0

 202.0

 237.9

 202.8

 

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 unadjusted quoted prices 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).

 

 

 

Level 1

Level 2

Level 3

Total

Unaudited at 31 March 2020

Note

£m

£m

£m

£m

Financial assets

 

 

 

 

 

Fair value through other comprehensive income

(i)

-

170.1

1.3

171.4

Fair value through profit and loss

 

 

 

 

 

Derivative instruments not in designated hedge accounting relationships

(ii)

-

0.2

-

0.2

Provision for contingent consideration receivable

(iii)

-

-

0.3

0.3

Derivative instruments in designated hedge accounting relationships

(ii)

-

3.6

-

3.6

 

 

-

173.9

1.6

175.5

Financial liabilities

 

 

 

 

 

Fair value through profit and loss

 

 

 

 

 

Provision for contingent consideration payable

(iii)

-

-

(2.0)

(2.0)

Derivative instruments in designated hedge accounting relationships

(ii)

-

(30.1)

-

(30.1)

 

 

-

(30.1)

(2.0)

(32.1)

  

 

 

 

 

Level 1

Level 2

Level 3

Total

Unaudited at 31 March 2019

Note

£m

£m

£m

£m

Financial assets

 

 

 

 

 

Fair value through other comprehensive income

(i)

-

22.4

7.9

30.3

Fair value through profit and loss

 

 

 

 

 

Derivative instruments not in designated hedge accounting relationships

(ii)

-

1.5

-

1.5

Provision for contingent consideration receivable

(iii)

-

-

0.3

0.3

Derivative instruments in designated hedge accounting relationships

(ii)

-

2.1

-

2.1

 

 

-

26.0

8.2

34.2

Financial liabilities

 

 

 

 

 

Fair value through profit and loss

 

 

 

 

 

Provision for contingent consideration payable

(iii)

-

-

(1.4)

(1.4)

Derivative instruments in designated hedge accounting relationships

(ii)

-

(14.8)

-

(14.8)

 

 

-

(14.8)

(1.4)

(16.2)

 

 

 

Level 1

Level 2

Level 3

Total

Audited at 30 September 2019

Note

£m

£m

£m

£m

Financial assets

 

 

 

 

 

Fair value through other comprehensive income

(i)

-

25.7

8.1

33.8

Fair value through profit and loss

 

 

 

 

 

Derivative instruments not in designated hedge accounting relationships

(ii)

-

0.4

-

0.4

Provision for contingent consideration receivable

(iii)

-

-

0.3

0.3

Derivative instruments in designated hedge accounting relationships

(ii)

-

3.2

-

3.2

 

 

-

29.3

8.4

37.7

Financial liabilities

 

 

 

 

 

Fair value through profit and loss

 

 

 

 

 

Provision for contingent consideration payable

(iii)

-

-

(2.1)

(2.1)

Derivative instruments in designated hedge accounting relationships

(ii)

-

(24.4)

-

(24.4)

 

 

-

(24.4)

(2.1)

(26.5)

 

(i) Unlisted equity investments are valued using a variety of techniques including comparable company valuation multiples and discounted cashflows. In extremely limited circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations.

 

The split of financial assets at fair value through other comprehensive income at 31 March 2019 has been re-presented in the table above on a basis consistent with the split at 30 September 2019.

 

(ii) The fair value of derivative instruments is determined using market rates of interest and exchange, and established estimation techniques such as discounted cash flow and option valuation models.

 

(iii) Contingent consideration is valued based on the future profitability of the businesses to which the contingent consideration relates, discounted at market rates of interest.

 

 

 

A reconciliation of the movement in level 3 financial assets is as follows:

 

Note

£m

Audited at 30 September 2018

 

20.5

Adjustment for transition to IFRS 9

 

9.4

Transfer from Level 3 to Level 2 on transition to IFRS 9

(i)

(21.9)

Restated at 1 October 2018

 

8.0

Exchange adjustment

 

0.2

Unaudited at 31 March 2019

 

8.2

Restated at 1 October 2018

 

8.0

Transfer from investment in associates

 

0.3

Fair value movement of financial assets at fair value through other comprehensive income

 

(0.1)

Exchange adjustment

 

0.2

Audited at 30 September 2019

 

8.4

Additions to financial assets at fair value through other comprehensive income

 

0.1

Transfer to Level 2

(i)

(6.9)

Unaudited at 31 March 2020

 

 1.6

 

(i) Equity investments classified within level 3 in prior periods have been transferred to level 2, as the observable market data used in the valuation became available during the relevant reporting period.

 

A reconciliation of the movement in level 3 financial liabilities is as follows:

 

Note

£m

Audited at 30 September 2018

 

(4.8)

Cash paid to settle contingent consideration in respect of acquisitions

 

3.6

Change in fair value of contingent consideration payable

7

(0.2)

Unaudited at 31 March 2019

 

(1.4)

Audited at 30 September 2018

 

(4.8)

Cash paid to settle contingent consideration in respect of acquisitions

 

4.7

Change in fair value of contingent consideration payable

7

(0.2)

Additions to contingent consideration

 

(1.6)

Exchange adjustment

 

(0.2)

Audited at 30 September 2019

 

(2.1)

Cash paid to settle contingent consideration in respect of acquisitions

14

0.4

Additions to contingent consideration

 

(0.4)

Exchange adjustment

 

0.1

Unaudited at 31 March 2020

 

 (2.0)

 

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 estimated range of possible outcomes for the fair value of these liabilities is £nil to £3.2 million (31 March 2019 £nil to £2.3 million, 30 September 2019 £nil to £2.9 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 2020 increasing or decreasing by £nil and £nil respectively (31 March 2019 £nil and £nil, 30 September 2019 £nil and £nil), with the corresponding change to the value at 31 March 2020 charged or credited to the Condensed Consolidated Income Statement in future periods.

 

The rates used to discount contingent consideration range from 0.0% to 1.0% (31 March 2019 0.0% to 1.9%, 30 September 2019 0.0% to 1.0%). A one percentage point increase or decrease in the discount rate used to discount the expected gross value of payments, results in the liability at 31 March 2020 decreasing or increasing by £nil and £nil respectively (31 March 2019 £nil and £nil, 30 September 2019 £nil and £nil), with the corresponding change to the value at 31 March 2020 charged or credited to the Condensed Consolidated Income Statement in future periods.

 

24 Share capital and reserves

Share capital at 31 March 2020 amounted to £29.3 million (31 March 2019 £45.3 million, 30 September 2019 £29.3 million).

 

During the period the Company utilised 1.3 million (31 March 2019 1.2 million, 30 September 2019 1.5 million) A Ordinary Non-Voting Shares out of Treasury and the Employee Benefit Trust with a carrying value of £9.3 million (31 March 2019 £8.7 million, 30 September 2019 £10.6 million) in order to satisfy incentive schemes. This represented 0.6% (31 March 2019 0.4%, 30 September 2019 0.7%) of the called-up A Ordinary Non-Voting Share capital at 31 March 2020.

 

The Company also purchased 0.2 million (31 March 2019 0.4 million, 30 September 2019 0.4 million) A Ordinary Non-Voting Shares having a nominal value of £nil (31 March 2019 £0.1 million, 30 September 2019 £0.1 million) to match obligations under incentive plans. The consideration paid for these shares was £1.8 million (31 March 2019 £2.5 million, 30 September 2019 £2.5 million).

 

At 31 March 2020 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 2,446,914 A Ordinary Non-Voting Shares (31 March 2019 3,014,422 shares, 30 September 2019 2,728,139 shares).

 

25 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 2020 was £3.8 million (31 March 2019 £5.2 million, 30 September 2019 £7.3 million).

 

The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation as at 31 March 2020. The assumptions used in the valuation are summarised below:

 

Unaudited at 31 March 2020

Unaudited at 31 March 2019

Audited at 30 September 2019

 

%

%

%

Price inflation

 2.60

 3.25

 3.10

Pension increases

 2.60

 3.10

 3.00

Discount rate

 2.20

 2.35

 1.80

 

The net surplus as at the end of the period amounted to £352.1 million (at 31 March 2019 £235.9 million, at 30 September 2019 £215.0 million).

 

26 Contingent liabilities

The Group has issued standby letters of credit amounting to £2.3 million (31 March 2019 £1.5 million, 30 September 2019 £2.9 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.

 

The Group's Energy Information business (Genscape) provided a 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 two companies unconnected with DMGT but verified by Genscape between 2013 and 2014 under the Program, the EPA issued a notice of intent to revoke the ability of Genscape to verify RINs as a third-party auditor on 4 January 2017. Following the EPA investigation of the two companies in April 2016, the two companies pleaded guilty of fraud in connection with the broader scheme to generate RINs.

 

EPA regulations for the audit Program set a liability cap on replacement of invalid RINs of 2.0% of the RINs. In April 2017 Genscape voluntarily paid the 2.0% liability cap associated with the invalid RINs at a cost of US$1.3 million, 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 fraud, auditor error and negligence.

 

The EPA had not formally alleged any fraud or intentional wrongdoing by Genscape, but in its May 2019 final determination letter, EPA did find grounds for auditor error and negligence by Genscape and ordered Genscape to replace 69.2 million additional RINs it had verified.

 

In July 2019, Genscape filed a petition for review with the Sixth Circuit Court of Appeals and a motion to stay the EPA's order to replace the 69.2 million RINs which was accepted for the duration of Genscape's petition for review.

 

Notwithstanding the sale of Genscape to Verisk, DMGT is responsible for any costs, claims or awards and all settlement negotiations with the EPA.

 

Since RINs trade in a volatile range, averaging approximately 47 cents over the previous 24-month period, replacing the maximum 69.2 million RINs claimed by the EPA would equate to a potential maximum claim of approximately US$32.8 million. Using the period end price of 54 cents replacing the maximum 69.2 million RINs claimed by the EPA would equate to a potential maximum claim of US$37.4 million.

 

DMGT continues to cooperate with the EPA and settlement discussions are ongoing but considering the uncertainties involved, the length of time involved and taking note of the order from the EPA, the Group, without admitting any wrongdoing, made a provision for the total cost of replacing RINs as at 30 September 2019.

 

At each period end IAS 37 requires DMGT to review this provision and make appropriate adjustments to reflect the current status of the claim. Accordingly, the Group has reduced its total provision. The Group's closing provision includes the cost of replacement RINs, estimated purchase costs , associated legal fees and currency fluctuations. The final settlement amount may be different than the provision made, however, it is not possible for the Group to predict with any certainty the potential impact of this litigation or to quantify the ultimate cost of a verdict or resolution. Accordingly, the provision could change substantially over time as the dispute progresses and new facts emerge.

 

27 Ultimate holding company

The Company's immediate parent company is Rothermere Continuation Limited (RCL), a company incorporated in Jersey, in the Channel Islands, and previously named Rothermere Investments Limited.

 

On 5 December 2019, pursuant to a consolidation of the Group's holding structure, RCL acquired a Bermudan company known as Rothermere Continuation (Old Co) Limited (previously named Rothermere Continuation Limited), (RCOCL), and certain assets held by RCOCL, including 100% of the issued Ordinary Shares of the Company. RCL now holds 100% of the issued Ordinary Shares of the Company.

 

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

 

Ultimate controlling party

Rothermere Continuation Limited (RCL) is a holding company incorporated in Jersey, in the Channel Islands. The main asset of RCL is its 100% holding of DMGT's issued Ordinary Shares. It also holds DMGT A Ordinary Shares. RCL is controlled by a discretionary 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. RCL and its directors, and the Trust are related parties of the Company.

 

On 5 December 2019, pursuant to a consolidation of the Group's holding structure, RCL acquired a Bermudan company known as Rothermere Continuation (Old Co) Limited (previously named Rothermere Continuation Limited), (RCOCL), and certain assets held by RCOCL, including 100% of the issued Ordinary Shares of the Company. RCL now holds 100% of the issued Ordinary Shares of the Company, however the underlying control of DMGT remains unchanged and continues to lie with the Trust.

 

28 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

Rothermere Continuation Limited (RCL) is a holding company incorporated in Jersey, in the Channel Islands. The main asset of RCL is its 100% holding of DMGT's issued Ordinary Shares. It also holds DMGT A Ordinary Shares. RCL is controlled by a discretionary 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. RCL and its directors, and the Trust are related parties of the Company.

 

On 5 December 2019, pursuant to a consolidation of the Group's holding structure, RCL acquired a Bermudan company known as Rothermere Continuation (Old Co) Limited (previously named Rothermere Continuation Limited), (RCOCL), and certain assets held by RCOCL, including 100% of the issued Ordinary Shares of the Company. RCL now holds 100% of the issued Ordinary Shares of the Company, however the underlying control of DMGT remains unchanged and continues to lie with the Trust.

 

Transactions with Directors

During the period, Forsters LLP in which Mr A Lane, a Non-Executive Director of the Company, is a partner, provided legal services to the Company amounting to £25,563 (31 March 2019 £nil, 30 September 2019 £nil).

 

Transactions with joint ventures and associates

Associated Newspapers Ltd (ANL) has a 50.0% (31 March 2019 50.0%, 30 September 2019 50.0%) shareholding in Northprint Manchester Ltd, a joint venture. The net amount due to ANL of £5.8 million (31 March 2019 £5.8 million, 30 September 2019 £5.8 million) has been fully provided.

 

DMGV Ltd (DMGV) has a 23.9% (31 March 2019 23.9%, 30 September 2019 23.9%) shareholding in Excalibur Holdco Ltd (Excalibur), an associate. During the period, services provided to Excalibur amounted to £0.2 million (31 March 2019 £0.2 million, 30 September 2019 £0.5 million). At 31 March 2020, amounts due from Excalibur amounted to £nil (31 March 2019 £0.1 million, 30 September 2019 £0.1 million), together with loan notes of £17.3 million (31 March 2019 £17.3 million, 30 September 2019 £17.3 million) prior to any expected credit losses as required by IFRS 9. The loan notes carry an annual coupon of 10.0% and £7.7 million (31 March 2019 £5.4 million, 30 September 2019 £6.5 million) was outstanding in relation to this coupon at 31 March 2020. An expected lifetime impairment allowance of £12.0 million (31 March 2019 £12.0 million, 30 September 2019 £12.0 million) has been made against the loan note and unpaid coupon balance.

 

DMGV has a 16.5% (31 March 2019 18.5%, 30 September 2019 16.5%) shareholding in Bricklane Technologies Ltd (Bricklane), an associate. DMGV provided funding amounting to £nil cash and £nil of media credits (31 March 2019 £1.2 million cash and £0.8 million of media credits, 30 September 2019 £1.2 million cash and £0.8 million of media credits). During the period, the Consumer Media segment provided services to Bricklane amounting to £0.1 million (31 March 2019 £0.2 million, 30 September 2019 £0.4 million). At 31 March 2020, £0.1 million was owed by Bricklane (31 March 2019 £0.1 million, 30 September 2019 £nil).

 

DMGV has a 45.3% (31 March 2019 25.8%, 30 September 2019 45.3%) shareholding in Yopa Property Ltd (Yopa), an associate. During the period, the Consumer Media segment provided services to Yopa amounting to £0.4 million (31 March 2019 £0.3 million, 30 September 2019 £0.6 million). At 31 March 2020, £nil (31 March 2019 £0.1 million, 30 September 2019 £0.1 million) was owed by Yopa. Also during the period, the Property Information segment paid referral fees to Yopa of £0.4 million (31 March 2019 £nil, 30 September 2019 £0.1 million).

 

DMGV has a 36.8% holding in Entale Media Ltd (30 September 2019 36.8%), an associate acquired in August 2019. DMGV provided cash funding amounting to £nil (30 September 2019 £2.0 million) during the period.

 

DMGI Land & Property Europe Ltd (DMGILP), of which Landmark Information Group Ltd (Landmark) is a subsidiary undertaking, has a 50.0% (31 March 2019 50.0%, 30 September 2019 50.0%) shareholding in Point X Ltd (Point X), a joint venture. During the period, Landmark charged management fees of £0.2 million (31 March 2019 £0.2 million, 30 September 2019 £0.3 million) and recharged costs of £0.1 million (31 March 2019 £0.1 million, 30 September 2019 £0.1 million) to Point X. Point X received royalty income from Landmark of £nil (31 March 2019 £nil, 30 September 2019 £0.1 million). DMGILP received dividends of £nil (31 March 2019 £0.2 million, 30 September 2019 £0.2 million) from Point X.

 

Decision Insight Information Group (UK) Ltd (DIIG UK) has a 50.0% (31 March 2019 50.0%, 30 September 2019 50.0%) shareholding in Decision First Ltd (DF), a joint venture. During the period, DIIG UK recharged costs to DF amounting to £0.1 million (31 March 2019 £0.1 million, 30 September 2019 £0.2 million) and charged management fees amounting to £0.1 million (31 March 2019 £0.1 million, 30 September 2019 £0.1 million). At 31 March 2020, £0.1 million (31 March 2019 £nil, 30 September 2019 £nil) was owed by DF.

 

RMSI Ltd (RMSI), a company which shares a common director with Landmark, invoiced sales amounting to £1.1 million (31 March 2019 £0.8 million, 30 September 2019 £1.7 million). Costs were recharged by Landmark to RMSI amounting to £0.4 million (31 March 2019 £0.3 million, 30 September 2019 £0.7 million). At 31 March 2020, £0.2 million (31 March 2019 £nil, 30 September 2019 £0.4 million) was owed to RMSI by Landmark.

 

Hobsons, Inc. has a 50.0% (31 March 2019 50.0%, 30 September 2019 50.0%) shareholding in Knowlura, a joint venture. At 31 March 2020, £0.1 million (31 March 2019 £0.2 million, 30 September 2019 £0.2 million) was owed by Knowlura.

 

Risk Management Solutions, Inc. (RMS, Inc.) has a 26.6% (31 March 2019 25.9%, 30 September 2019 26.6%) shareholding in Praedicat, Inc. (Praedicat), an associate. During the period, RMS, Inc. provided funding of £nil (31 March 2019 £nil, 30 September 2019 £0.5 million) to Praedicat.

 

The Group has a 50.0% shareholding in Trepp Port, LLC (TreppPort) (31 March 2019 50.0%, 30 September 2019 50.0%), a joint venture. During the period, Trepp, LLC received dividends of £0.1 million (31 March 2019 £0.1 million, 30 September 2019 £0.2 million) from TreppPort.

 

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 £0.1 million (31 March 2019 £0.1 million, 30 September 2019 £0.2 million). At 31 March 2020, £nil (31 March 2019 £nil, 30 September 2019 £0.1 million) was owed to the Harmsworth Pension Scheme by the Group.

 

At 31 March 2020 the Group owed £1.0 million (31 March 2019 £0.9 million, 30 September 2019 £0.9 million) to the pension schemes which it operates. This amount comprised employees' and employer's contributions in respect of March 2020 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 (31 March 2019 £0.1 million, 30 September 2019 £0.3 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 (31 March 2019 £5.5 million, 30 September 2019 £11.0 million).

 

ANL, which shares common control by Rothermere Continuation Limited, with DMGT Healthcare Trustees, paid contributions to the scheme totalling £0.5 million (31 March 2019 £0.4 million, 30 September 2019 £0.8 million). At 31 March 2020, a total of £1.2 million (31 March 2019 £0.9 million, 30 September 2019 £1.3 million) was owed to the scheme by ANL.

 

29 Post balance sheet events

 

Acquisitions

On 9 April 2020 the Group acquired select oil, gas and LNG events from CWC Energy Holdings Ltd, a world-leading events producer for the energy and infrastructure industries for initial consideration of £12.5 million. Further contingent consideration, capped at US$8.5 million, is payable dependent upon the performance of the business in 2020 and 2021.

 

On 31 March 2020, the Company commenced, through Equiniti Group Plc, an irrevocable, non-discretionary programme to purchase shares on its own behalf, to be held in its Employee Benefit Trust, during its close period which commenced on 1 April 2020 and ends on 28 May 2020 with the release of the Company's Preliminary Results. The Company purchased shares amounting to a total of £17.8 million during this period. A provision of £20.0 million has been recognised in these financial statements.

 

Salary deferral

Following consideration of the impact of COVID-19 on the businesses of the Group, the Group announced a temporary pay cut of up to 26.0% for employees earning more than approximately £40,000 from April 2020. Employees whose salaries were reduced under this measure will in return receive shares in the Company equivalent to the same value but are compelled to hold these shares until January 2021. If the Company's share price has dropped at that point and these employees decide to sell, the Company will compensate the difference.

 

US de-gearing

Following the half year, the Directors decided to reduce the level of intercompany debt owed by the Group's US businesses to the Group's UK holding companies. Accordingly, the level of interest payable by the Group's US businesses to the Group's UK holding companies will reduce. This will likely result in a reduction of the deferred tax asset (DTA) recognised in respect of UK deferred interest and an increase in the DTA recognised in respect of US deferred interest, with an estimated net reduction of approximately £2.0 million DTA.

 

Insurance claim

As at 31 March 2020, the Events and Exhibitions segment had incurred £10.9 million of costs relating to cancelled or postponed events. Of these, £3.0 million related to events scheduled for March 2020 and a further £7.9 million related to events scheduled for the period post 31 March 2020.

 

The Group has insurance cover for lost revenues associated with communicable diseases - limited to US$20.0 million (£16.1 million) per financial year until September 2022 and has filed an insurance claim to recover these costs.

 

IAS 37, Provisions, contingent liabilities and contingent assets requires that this benefit should only be recognised when the claim is virtually certain to be received. Given this high hurdle threshold no provision has been made for the insurance claim receivable in these financial statements.

 

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 KKFBBDBKKKPB
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
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16th Dec 202112:25 pmBUSForm 8.3 - Daily Mail & General Trust plc - Amendment
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16th Dec 202111:18 amRNSForm 8.5 (EPT/RI)
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16th Dec 202111:04 amRNSForm 8.5 (EPT/RI)-Daily Mail and General Trust plc
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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
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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
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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

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