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Half-year Report

25 May 2017 07:00

RNS Number : 1761G
Daily Mail & General Trust PLC
25 May 2017
 

 

 

25 May 2017

Daily Mail and General Trust plc ('DMGT')

Half Yearly Financial Report for the six months ended 31 March 2017

 

Performance broadly in line with expectations

 

· Group revenue up underlying# 1% and adjusted operating profit down underlying 11%, reflecting:

o encouraging dmg media performance, MailOnline making good progress

o RMS(one) amortisation and investment in Xceligent, as expected

 

· Strategy on track and good progress against DMGT's three strategic priorities

 

Adjusted Results*

(from continuing and discontinued operations)

Statutory Results^

Half Year 2017

Half Year 2016

Change~

Underlying#

Change~

Half Year 2017

Half Year 2016

Revenue

£890m

£950m

-6%

+1%

£794m

£756m

Operating profit

£100m

£138m

-27%

-11%

£17m

£72m

Profit before tax

£105m

£129m

-18%

£41m

£172m

Earnings per share

24.6p

27.9p

-12%

155.8p

51.3p

Dividend per share

6.9p

6.7p

# Underlying revenue and operating profit growth rates are on a like-for-like basis, at constant exchange rates, after adjusting for the timing of events, for acquisitions and for disposals, notably Euromoney which is excluded from the growth rates.

 

As in previous years, the IFRS figures ("Statutory results") have been adjusted* for exceptional items and the inclusion of discontinued operations ("Adjusted results").

 

In December 2016, DMGT reduced its stake in Euromoney from c.67% to c.49% and Euromoney ceased to be a subsidiary of DMGT and became an associate. Euromoney is therefore treated as a discontinued operation and its performance is excluded from statutory results, other than earnings per share. DMGT's adjusted results in the table above include 100% of Euromoney's revenues and operating profits whilst it was a subsidiary during Half Year 2016 and the first quarter of the current year. Thereafter, from January to March 2017, the performance of DMGT's c.49% stake in Euromoney is only included within joint ventures and associates, which is reflected in the adjusted profit before tax and adjusted earnings per share figures.

 

To allow for a like-for-like comparison, 2016 pro forma† results ("Pro Forma results") have been presented as based on a c.67% stake in Euromoney during the first quarter of the year and a c.49% stake during the second quarter, consistent with the actual holding during Half Year 2017. Except where stated otherwise, commentary throughout this report compares Half Year 2017 adjusted results with the pro forma results. 

 

Adjusted Results*

(from continuing and discontinued operations)

Half Year 2017

Half Year 2016

(Pro Forma†)

Change~

Underlying#

Change~

Revenue

£890m

£846m

+5%

+1%

Operating profit

£100m

£109m

-8%

-11%

Profit before tax

£105m

£115m

-8%

Earnings per share

24.6p

26.7p

-8%

 

 

Half Year Highlights:

 

· Group revenue up underlying# 1%, pro forma† and statutory revenue up 5%; adjusted operating profit down underlying 11%

 

o B2B: revenue up underlying 1% and adjusted profit down underlying 20%, reflecting the start of RMS(one) amortisation and investment in Xceligent

 

o Consumer: encouraging performance from dmg media; underlying revenue stable; adjusted profit up underlying 5%, with MailOnline making good progress on path to profitability

 

· Adjusted profit before tax* (PBT) of £105m, down 8% on a pro forma† basis

 

· Adjusted earnings per share* (EPS) of 24.6p, down 8% on a pro forma† basis. Interim dividend increased by 3%

 

· Statutory PBT down 76%, statutory EPS of 155.8p, up 204%, including £509 million profit on Euromoney transaction

 

· Reduction of stake in Euromoney from c.67% to c.49%; net debt reduced to £551 million with net debt:EBITDA ratio of 1.6

 

· Outlook for the Full Year largely unchanged; strategy on track

 

· Appointment of Tim Collier as Group CFO with effect from 2 May 2017

 

Paul Zwillenberg, Chief Executive, commented:

"DMGT's performance in the first half was broadly in line with our expectations. We delivered underlying revenue growth for the Group, highlighting the benefit of a diversified portfolio. We are encouraged by the underlying profit performance at dmg media, where MailOnline continues to increase its revenue, taking real strides on its path to profitability. Gains across the portfolio are offset by more challenging conditions for some of dmg information's businesses and by our planned investment in growth areas such as Xceligent.

 

We have made good progress against the three strategic priorities during this period of transition, through improving operational execution, increasing portfolio focus and enhancing financial flexibility. The Euromoney transaction was the first significant step in increasing our portfolio focus, alongside strengthening the balance sheet and enhancing our financial flexibility. We are working hard across the Group to improve operational execution and are particularly encouraged by the successful launch of Risk Modeler for RMS(one), a key milestone for the business.

 

In the second half of the year, although we expect challenging market conditions to persist for some of our businesses, we will continue to focus on improving operational execution and completing our strategic portfolio review during this period of transition. We remain confident that our focus and commitment to reinvigorate and re-shape DMGT will deliver growth in the long-term."

 

 

For further information

 

For analyst and institutional enquiries:

 

 

Tim Collier, Group CFO

+44 20 3615 2902

Adam Webster, Head of Management Information and Investor Relations

+44 20 3615 2903

 

For media enquiries:

Kim Fletcher / Simone Selzer, Brunswick Group

+44 20 7404 5959

 Half Year Results presentation

A presentation of the Half Year Results will be given to investors and analysts at 9.30am on 25 May 2017, at the offices of Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT. There will also be a live webcast available on our website at www.dmgt.com/webcasthy17.

 

Next trading update

The Group's next scheduled announcement of financial information will be the third quarter trading update on 27 July 2017.

 

About DMGT

DMGT manages a diverse, multinational portfolio of companies, with total revenues of almost £2 bn, that provide businesses and consumers with compelling information, analysis, insight, events, news and entertainment. DMGT is also a founding investor and the largest shareholder of Euromoney Institutional Investor PLC and ZPG Plc.

 

Notes

 

* Unless otherwise stated, all profit and profit margin figures in this Interim Management Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 22 to 25. Adjusted results include results from discontinued operations, specifically the Euromoney subsidiary. Euromoney ceased to be a subsidiary on 29 December 2016 and has subsequently been included in continuing operations, as a c.49% owned associate, within statutory and adjusted results.

 

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

 

# Underlying revenue or profit* is revenue or profit on a like-for-like basis, see pages 27 and 28. Underlying results are adjusted for constant exchange rates, the exclusion of disposals and closures and for the inclusion of the year-on-year organic growth from acquisitions. For events, the comparisons are between events held in the year and the same events held the previous time. For dmg media, underlying revenues exclude low margin newsprint resale activities.

 

† Pro Forma Half Year 2016 figures have been restated to treat Euromoney as a c.67% owned subsidiary during the first quarter of Full Year 2016 and a c.49% owned associate during the second quarter, consistent with the ownership profile during Half Year 2017. See page 21.

 

^ These statutory highlights are for continuing operations only (excluding the discontinued operations, Euromoney), other than basic earnings per share which is the total statutory figure including discontinued operations. The Half Year 2016 statutory results have been revised to exclude discontinued operations.

 

 

 

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

 

 

Contents

Page

 

Interim Management Report

 

6 - 32

Independent review report by the external auditor

33 - 34

Shareholder Information

35

Condensed Consolidated Income Statement

36

Condensed Consolidated Statement of Comprehensive Income

37

Condensed Consolidated Statement of Changes in Equity

38

Condensed Consolidated Statement of Financial Position

39 - 40

Condensed Consolidated Cash Flow Statement

41

Notes to the Condensed Consolidated Financial Statements

42 - 62

 

Interim Management Report

This interim management report focuses principally on the adjusted results to give a more comparable indication of the Group's business performance. All year-on-year comparisons are on a like-for-like basis.

 

In addition, a pro forma† version of the Half Year 2016 adjusted results has been prepared to treat Euromoney as a c.67% owned subsidiary during the first quarter of Full Year 2016 and as a c.49% owned associate during the second quarter, consistent with the ownership profile during Half Year 2017. A reconciliation between the reported and the pro forma† figures is set out on page 21.

 

An explanation of restructuring and impairment charges and other items included in the statutory results is set out after the divisional performance review and in the segmental note (Note 2). Reconciliations between the statutory and adjusted results for both Half Year 2017 and Half Year 2016, as well as supporting explanations, are set out on pages 22 to 25. The adjusted results are summarised below, with the pro forma† Half Year 2016 and Full Year 2016 comparatives:

 

Adjusted results*

(from continuing and

Half Year

2017

£m

Half Year 2016

£m

(Pro Forma†)

Change~

Full Year

2016

£m

(Pro Forma†)

discontinued operations)

Revenue

890

846

+5%

1,604

 

 

Operating profit

100

109

-8%

195

 

Income from JV's and associates

26

25

+5%

63

 

Net finance costs

(21)

(20)

+9%

(40)

 

Profit before tax

105

115

-8%

218

 

 

Tax charge

(15)

(16)

-5%

(30)

 

Minority interest

(3)

(4)

-19%

(2)

 

Group profit

87

95

-8%

186

 

 

Adjusted earnings per share

24.6p

26.7p

-8%

52.5p

 

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

 

 

Notes

* Unless otherwise stated, all profit and profit margin figures in this Interim Management Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 22 to 25. Adjusted results include results from discontinued operations, specifically the Euromoney subsidiary. Euromoney ceased to be a subsidiary on 29 December 2016 and has subsequently been included in continuing operations, as a c.49% owned associate, within statutory and adjusted results.

 

# Underlying revenue or profit* is revenue or profit on a like-for-like basis, see pages 27 and 28. Underlying results are adjusted for constant exchange rates, the exclusion of disposals and closures and for the inclusion of the year-on-year organic growth from acquisitions. For events, the comparisons are between events held in the year and the same events held the previous time. For dmg media, underlying revenues exclude low margin newsprint resale activities. Euromoney's results are excluded from the underlying growth calculations.  

 

† Pro Forma Half Year 2016 figures have been restated to treat Euromoney as a c.67% owned subsidiary during the first quarter of Full Year 2016 and a c.49% owned associate during the second quarter, consistent with the ownership profile during Half Year 2017. Similarly, Full Year 2016 figures have been restated to treat Euromoney as a c.67% owned subsidiary during the first quarter of Full Year 2016 and a c.49% owned associate during the remainder of the year.

 

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

 

µ Current City analyst expectations for dmg events' Full Year 2017 revenue range from £112 million to £128 million with a consensus of £119 million.

 

The average £: US$ exchange rate for the first half of the year was £1:$1.24 (against £1:$1.48 last year). The rate at the Half Year end was $1.26 (2016: $1.44), compared to $1.30 at the previous 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.

 

Summary

Group adjusted revenue for the six months to 31 March 2017 was £890 million, growth of 5% on a pro forma† basis. Statutory revenue, excluding Euromoney, also grew 5% despite the absence of the Gastech event, which occurred after the period end, reflecting the benefit from the stronger US dollar relative to sterling. On an underlying# basis, adjusted revenue grew 1%. Good underlying growth was delivered in several revenue categories, particularly digital advertising, subscriptions and events, offset by the revenue decline in print advertising and transactions.

 

Revenue performance across our B2B businesses and our consumer business, dmg media is summarised below. Reported growth rates include Euromoney's revenues for the six months to March 2016 in Half Year 2016 but only the three months to December 2016 in Half Year 2017. To give a more meaningful comparison, the pro forma† growth rates only include Euromoney's revenues for the three months to December 2015 in Half Year 2016, consistent with the treatment in Half Year 2017. Underlying# revenue growth is on a like-for-like basis, at constant exchange rates, after adjusting for the timing of events, for acquisitions and for disposals, notably Euromoney which is excluded from the growth rates.

 

Adjusted* revenue

Year-on-year change

Reported

Underlying#

Pro Forma†

Group revenue

-6%

+1%

+5%

B2B

-9%

+1%

+11%

RMS

+21%

+1%

dmg information

+13%

+0%

dmg events

-5%

+3%

Euromoney¹

-51%

n/a

+6%

dmg media

-2%

+0%

† Pro Forma Half Year 2016 figures have been restated to treat Euromoney as a c.67% owned subsidiary during the first quarter of Full Year 2016 and a c.49% owned associate during the second quarter, consistent with the ownership profile during Half Year 2017.

¹ Euromoney's reported revenue growth compares the three months to December 2016 with the six months to March 2016. Since Euromoney ceased to be a subsidiary with effect from 29 December 2016, its performance is excluded from underlying revenue growth calculations.

 

Adjusted operating profit* of £100 million was down 8% on a pro forma† basis, with the benefit from the stronger US dollar being more than offset by the absence of the Gastech event and an additional £16 million of expensed costs as a result of ceasing to capitalise, and starting to amortise, the RMS(one) asset. Underlying operating profit was down 11%, with the reduction being primarily due to the increase in RMS(one) related costs and dmg information's investment in Xceligent. The adjusted operating margin in the period was 11%, down from a pro forma† 13% in the first half of the prior year, with the reduction being largely attributable to RMS and Xceligent.

 

B2B businesses generated 70% of this half year's adjusted operating profit with 30% being generated by consumer media. Well over half of the Group's adjusted operating profit was generated from outside the UK, with around a third coming from North America.

 

Adjusted profit before tax* was £105 million, a decrease of 8% on a pro forma† basis, reflecting the reduction in operating profit described above. Finance charges, including DMGT's share of associates' interest costs, were £21 million, up 9% on the prior period, reflecting increased finance charges for associates, notably Euromoney and ZPG Plc, and the adverse impact of the stronger US dollar. The adjusted tax charge was £15 million, down 19% on last year, as a result of the reduced profits. Adjusted Group profit after tax and minority interests* was £87 million, down 8% on a pro forma† basis. Adjusted basic earnings per share* of 24.6p decreased by 12%, or 8% on a pro forma† basis.

 

The statutory profit before tax for the period was £41 million, a decrease of £131 million on the prior year, due to the gains on disposals of continuing operations, notably Local World and Wowcher, in the prior period. Statutory basic earnings per share were 155.8 pence, including the benefit of a £509 million gain on the Euromoney transaction, up 104.5 pence on the prior year.

 

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 22 to 25.

 

Half Year 2017

£m

Half Year

2016

£m

Explanation

(as per pages 22 and 23)

Statutory profit before tax

41

172

Discontinued operations

523

23

1

Exceptional operating charges

23

14

2

Impairment of plant

36

-

3

Intangible impairment and amortisation

40

36

4

Profit on sale of assets

(530)

(110)

5

Pension finance charge

3

2

6

Other adjustments

(28)

(8)

7

Adjusted profit before tax

105

129

Euromoney revision

-

(14)

Adjusted profit before tax (Pro Forma†)

105

115

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

 

Progress on Strategic Priorities

DMGT's three key strategic priorities, as presented at the preliminary results on 1 December 2016, are improving operational execution, increasing portfolio focus and enhancing our financial flexibility. Good progress has been made in improving operational execution with highlights being the successful launch of RMS(one)'s Risk Modeler, the refocus of dmg information and MailOnline's move towards profitability.

 

On 8 December 2016, DMGT announced its intention to reduce its stake in Euromoney, from c.67%, in two stages. The first stage was a placing of Euromoney shares and the second stage, which reduced DMGT's stake to c.49% with effect from 29 December 2016, was a buy-back of shares from DMGT by Euromoney. The transactions have increased the focus within DMGT's portfolio and strengthened DMGT's balance sheet, enhancing our financial flexibility.

 

In addition, in December 2016, dmg media closed 7 Days, the Dubai based newspaper business. In April 2017, dmg media disposed of Elite Daily, the online publishing business. The sale enables dmg media to concentrate its digital resources on MailOnline, particularly in the US. Following these changes, DMGT's consumer business, dmg media, is now comprised of the Mail businesses and Metro, further increasing the focus of the DMGT portfolio.

 

Group outlook

The Group's first half performance has been broadly in line with expectations, other than at dmg information, which has experienced lower revenue growth and sales bookings than previously anticipated. The outlook for the Full Year, as provided in December 2016, remains unchanged other than:

· The underlying revenue growth rate at dmg information, which is now expected to be in the low-single digits;

· The underlying revenue growth rate at dmg events, which is now expected to be in the mid-single digits. However, dmg events' Full Year revenue is still expected to be in line with market expectationsµ;

· As previously guided to, the share of operating profits from joint ventures and associates is expected to be approximately £65 million, following Euromoney becoming an associate.

 

We continue to believe that there are plenty of opportunities within the portfolio which, once supported and enhanced through the implementation of our strategy, have the potential to deliver good returns for the Group.

 

 

Business Review

 

Business to business (B2B)

 

Adjusted results*

(from continuing and discontinued operations)

Half Year

2017

£m

Half Year

2016

£m

(Pro Forma†)

Change~

 

Underlying#

Change~

Full Year

2016

£m

(Pro Forma†)

Revenue

540

488

+11%

+1%

899

Operating profit

71

77

-9%

-20%

137

Operating margin

13%

16%

15%

These results are stated after allocating Group corporate costs on the basis of B2B's share of Group revenues.

† Pro Forma Half Year 2016 and Full Year 2016 figures have been restated to treat Euromoney as a c.67% owned subsidiary during the first quarter of Full Year 2016 and as a c.49% owned associate during the remainder of the year, consistent with Half Year 2017.

 

B2B revenues totalled £540 million, up 11% on a pro forma† basis. The performance in the period benefited from the stronger US dollar, although was adversely affected by the absence of the Gastech event, which occurred in April 2017. On an underlying basis, revenue grew 1%, with growth from dmg events and RMS and a stable performance from dmg information. B2B operating profits, including allocated Group corporate costs, were £71 million, a reduction of 9% on a pro forma† basis and an underlying decline of 20%. The overall B2B operating margin declined to 13%, reflecting lower margins across each of the businesses.

 

 

Risk Management Solutions (RMS)

 

Half Year

2017

£m

Half Year

2016

£m

Change~

 

Underlying#

Change~

Full Year

2016

£m

Revenue

117

96

+21%

+1%

205

Operating profit*

16

19

-20%

-40%

36

Operating margin*

13%

20%

18%

These results are stated before the allocation of Group corporate costs.

 

RMS's revenues increased by 21% on a reported basis, primarily due to the benefit of the stronger US dollar, and by 1% on an underlying basis, despite continuing consolidation in the re-insurance industry and in line with expectations. As previously indicated, capitalisation of RMS(one) development activities ceased and the amortisation of the RMS(one) asset started in August 2016. Consequently, operating profit declined by an underlying 40% and the margin reduced from 20% to 13%. Excluding the benefit of £8 million of RMS(one) capitalisation in the prior period, as well as depreciation and amortisation, the EBITDA margin was 24%, an improvement on the 17% in the first half of the prior year.

 

RMS continues to innovate in the risk modelling market. In April 2017, RMS released RiskLink17, which included updates to five models, notably North American Earthquake, and three new models: South East Asia Earthquake, Taiwan Typhoon and South Korea Typhoon. RMS's pipeline of models remains strong, reflecting an ongoing commitment to strengthening the business's leading market position.

 

A major milestone was achieved in April 2017 with the release of Risk Modeler, the second application to run on the RMS(one) risk management platform. It enables clients to run the full suite of RMS's models on the RMS(one) platform and, in conjunction with Exposure Manager, to gain a real-time understanding of their accumulated exposure to specific risks in specific geographies. There has been a positive response and the first few clients are currently using the application. RMS will continue to carefully manage the roll-out to clients of RMS(one) and, as previously indicated, the incremental revenues from RMS(one) and its associated products are expected to build gradually.

 

Outlook for RMS

The expectations for RMS for the Full Year remain in line with the guidance provided in December 2016. Underlying revenue growth is expected to be in the low-single digits and the Full Year margin is expected to be in the low-teens, reflecting the amortisation of the RMS(one) asset and the cessation of capitalisation of RMS(one) development activities. The guidance for the EBITDA profit margin of at least 20% is still on track for the Full Year.

 

 

dmg information

 

Half Year

2017

£m

Half Year

2016

£m

Change~

 

Underlying#

Change~

Full Year

2016

£m

Revenue

259

230

+13%

+0%

498

Operating profit*

24

25

-6%

-17%

77

Operating margin*

9%

11%

15%

These results are stated before the allocation of Group corporate costs.

 

dmg information delivered revenues in line with last year on an underlying basis as a result of growth from the US property information, Education and Energy businesses being offset by a decline in revenues from the European property information business. Reported revenues, including the benefit of the stronger US dollar relative to sterling, were up 13%.

 

Adjusted operating profit declined by 17% on an underlying basis. The underlying operating profit growth delivered by the rest of dmg information was more than offset by a significant increase in expensed investment in Xceligent. Similarly, the operating profit margin declined from 11% to 9%, although excluding Xceligent the operating profit margin increased.

 

Property information

 

Half Year

2017

£m

Half Year

2016

£m

Change~

 

Underlying#

Change~

 

Full Year

2016

£m

Revenue:

Property information - European

89

89

+1%

-4%

183

Property information - US

72

58

+24%

+4%

123

Total Revenue

161

146

+10%

-1%

307

Operating profit*

23

24

-2%

-12%

55

Operating margin*

14%

16%

18%

These results are stated before the allocation of Group corporate costs. Central dmg information costs are allocated to the businesses on a revenue basis. Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

The property information portfolio's revenues grew by 10%, including the benefit of the stronger US dollar and Euro relative to sterling, and declined by 1% on an underlying basis. The European business was affected by declining residential property transaction volumes in the UK, where mortgage approvals were 3% lower than the previous year, and by reduced revenues from the German business, On-geo.

 

The five US-based property information businesses collectively delivered underlying revenue growth of 4%, despite a subdued US commercial property market. The earlier stage businesses, Xceligent, BuildFax and SiteCompli, continued to grow well during the period. Trepp, the securitised mortgage data and analytics business, also delivered underlying revenue growth. EDR's revenues are more closely related to US commercial real estate transaction volumes and the business experienced an underlying decline in revenues in the period.

 

Operating profit declined by 12% on an underlying basis and by 2% on a reported basis, including the benefit of the stronger US dollar and Euro. The European property information business continued to deliver profit growth. There was, however, increased investment in Xceligent, as it continued the expansion of its coverage into more US cities. Good progress has been made at Xceligent with full database coverage of New York City achieved in the period and collection of Chicago data currently underway. The profitability of the other four US-based property information businesses improved year-on-year.

 

The operating profit margin in the period was 14%, down from 16% in the first half of the prior year, reflecting the increased investment in Xceligent. Excluding Xceligent, the operating profit margin from the property information businesses increased.

 

Education and Energy information

 

Half Year

2017

£m

Half Year

2016

£m

Change~

 

Underlying#

Change~

 

Full Year

2016

£m

Revenue:

Education - Hobsons

54

48

+13%

+3%

115

Energy - Genscape

44

35

+26%

+2%

76

Total Revenue

98

83

+18%

+2%

192

Operating profit*

1

2

-48%

-63%

21

Operating margin*

1%

2%

11%

These results are stated before the allocation of Group corporate costs. Central dmg information costs are allocated to the businesses on a revenue basis. Total revenue and operating profit include AgRisk, which was transferred from dmg information to RMS in March 2017. Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Hobsons' revenue of £54 million was up by 13% on a reported basis, including the benefit of the stronger US dollar and the adverse impact of disposals in the prior period. Underlying revenue growth was 3%, reflecting continued strong growth from its K-12 career and college planning platform, Naviance, its higher education student retention business, Starfish, and its student matching business, Intersect. Hobsons' Admissions business, which supplies software, including Radius, to higher education institutions, is operating in an increasingly competitive environment and experienced declining revenue.

 

Genscape also continued to grow, with revenue increasing by 2% on an underlying basis. The majority of the Genscape business performed well during the period, although this was partly offset by the challenging market conditions facing Locus Energy, the solar business. Sales of monitors were adversely affected by a decline in the number of new US solar installations and a market shift in distribution.

 

Operating profit of £1 million in the period reflected the continued seasonality at Hobsons, which is significantly more profitable during the second half of the financial year. The decline in profits compared to the prior year was due to Genscape, reflecting a weaker performance from Locus Energy and increased costs for the Biofuels business.

 

Outlook for dmg information

The challenging market conditions facing Hobsons' Admissions and Genscape's Locus Energy business are expected to persist and, for the Full Year, dmg information is expected to achieve an overall underlying revenue growth rate in the low-single digits, compared to the mid-single digit guidance given in January 2017. The weaker than previously expected revenue performance is likely to result in the Full Year operating margin being lower than last year, albeit still in the mid-teens, as previously guided to.

 

 

dmg events

 

Half Year

2017

£m

Half Year

2016

£m

Change~

 

Underlying#

Change~

Full Year

2016

£m

Revenue

69

72

-5%

+3%

105

Operating profit*

21

25

-15%

+2%

29

Operating margin*

31%

35%

28%

These results are stated before the allocation of Group corporate costs.

 

dmg events' revenues increased by 3% on an underlying basis, supported by the launch of new events, notably in Africa, although declined by 5% on a reported basis. The beneficial impact of the stronger US dollar was more than offset by the absence of the Gastech event, which occurred in April 2017, 18 months after the previous event held in October 2015. Big 5 Dubai and ADIPEC, two of the three large events of the year, occurred in November 2016 and collectively delivered low-single digit underlying revenue growth.

 

Operating profit increased by 2% on an underlying basis compared to last year, including investment in launching new events, notably East Africa Big 5 and the Egypt Petroleum Show. The operating margin in the period was 31%, down from 35% in the first half of the prior year, reflecting the absence of Gastech.

 

Outlook for dmg events

Gastech, one of the division's three large events, occurred in April 2017 and, as expected, revenue benefited from the show being in Tokyo this year, whereas the previous event was held in Singapore. The sustained low oil price continues to have a negative impact on sales bookings for Canadian energy-related events and there have also been changes to the phasing of the launch programme for new events. Consequently, the Full Year underlying revenue growth rate is now expected to be in the mid-single digits, rather than the high-single digits previously guided to, although Full Year revenues are still expected to be in line with market expectationsµ. The Full Year operating margin is still expected to be around 25%.

 

 

Euromoney Institutional Investor

 

Adjusted results*

(from continuing and discontinued operations)

Half Year

2017

£m

Half Year 2016

£m

(Pro Forma†)

Change~

Underlying#

Change~

Full Year

2016

£m

(Pro Forma†)

Revenue

95

90

+6%

N/A

90

Operating profit

19

18

+6%

N/A

18

Operating margin

20%

20%

20%

These results are stated before the allocation of Group corporate costs. The Half Year 2017 figures included in the table above are only for the three months that Euromoney was a subsidiary of DMGT.

† Pro Forma Half Year 2016 and Full Year 2016 figures have been restated to treat Euromoney as a c.67% owned subsidiary during the first quarter of Full Year 2016 and as a c.49% owned associate during the second quarter, consistent with Half Year 2017.

 

In December 2016, DMGT reduced its stake in Euromoney from c.67% to c.49%. Consequently, since 29 December 2016, Euromoney has ceased to be a subsidiary of DMGT and is now being accounted for as an associate. Since January 2017, DMGT's consolidated revenues and operating profits have not included Euromoney's results and DMGT has just recognised its share of operating profits within joint ventures and associates. DMGT's adjusted revenue and operating profit in the period therefore includes 100% of Euromoney's results for the three months to December 2016, as shown in the table above. Revenues in the first quarter were £95 million, up 6% on the first quarter of the prior year, including the benefit of the stronger US dollar, and operating profit also grew 6%. Euromoney reported its results for the Half Year on 18 May 2017. Euromoney's performance is excluded from DMGT's underlying revenue and operating profit growth calculations.

 

Following Euromoney ceasing to be a subsidiary, DMGT's revenue and operating profit for the Full Year will include £95 million and £19 million of Euromoney's results respectively. DMGT's share of Euromoney's results for the nine months to 30 September 2017 will be included in joint ventures and associates.

 

 

Consumer media

 

dmg media

 

Half Year

2017

£m

Half Year

2016

£m

Change~

 

Underlying#

Change~

Full Year

2016

£m

Revenue:

Daily Mail / The Mail on Sunday

234

242

-3%

-3%

484

MailOnline

60

44

+35%

+19%

93

Mail Businesses

293

286

+2%

+0%

577

Metro

34

34

+1%

+1%

65

Elite Daily

4

5

-22%

-35%

10

Newsprint and other continuing

18

24

-25%

42

Sub-total

349

349

+0%

+0%

694

Wowcher and 7 Days

1

9

-88%

11

Total Revenue

350

358

-2%

+0%

706

Operating profit*:

Mail Businesses

Metro

35

5

34

8

+4%

-35%

+12%

-35%

69

15

Elite Daily

(4)

(4)

+3%

+16%

(8)

Sub-total

37

38

-4%

+5%

76

Wowcher and 7 Days

(1)

1

1

Total Operating profit

36

39

-9%

+5%

77

Operating margin*

10%

11%

11%

These results are stated before the allocation of Group corporate costs. Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Summary

Revenue was £350 million in the period, in line with the first half of the prior year on an underlying basis. As expected, there was good underlying growth from MailOnline (+19%), an increase in circulation revenues (+2%) and declines in print advertising (-8%). Reported revenues declined by 2%, as the benefit of the stronger US dollar was more than offset by the impact of the disposal of Wowcher, which occurred in November 2015, and a decline in newsprint revenues.

The tough newspaper advertising market conditions eased a little in the period with print advertising declining by an underlying 8%, compared to 12% during Full Year 2016. Digital advertising revenues grew by an underlying 12%, including the adverse effect of declining revenue at Elite Daily, which was disposed of in April 2017. Consequently the underlying decline in total advertising revenues was 1% and, excluding Elite Daily, advertising revenue was in line with the prior year on an underlying basis. Circulation revenues grew 2% as the benefit of cover price increases implemented in 2016 more than offset the impact of declining circulation volumes.

Operating profit for the period grew by 5% on an underlying basis to £36 million, with MailOnline making good progress on the path to profitability. Including the impact of portfolio changes and the stronger US dollar, operating profit was lower than last year in absolute terms. The operating margin in the period was 10%, down marginally from 11%, reflecting a decline in Metro's margin.

 

Mail Businesses

Revenues for the combined newspapers and website businesses (Daily Mail, The Mail on Sunday and MailOnline) increased by 2% to £293 million and were in line with last year on an underlying basis. A £9 million, 12%, decline in print advertising revenue, to £71 million, was more than offset by 2% growth in circulation revenue to £155 million and by MailOnline, which grew revenues by 35%, or 19% on an underlying basis, to £60 million. Declining circulation volumes were more than offset by the benefit of the cover price increases of the Monday to Friday editions of the Daily Mail from 60p to 65p in February 2016, the Saturday edition from 90p to £1.00 in October 2016 and The Mail on Sunday from £1.60 to £1.70 in July 2016. The Mail brand remains strong, which is reflected in the large market shares held by The Daily Mail and The Mail on Sunday of 23.2% and 22.0% in March 2017∞ respectively.

 

Total advertising revenues across the Mail Businesses were £130 million. This was an increase of £6 million, 5% on the same period last year, including the benefit of the stronger US dollar and the inclusion of MailOnline's Australian revenues, and in line with last year on an underlying basis. In the US, MailOnline's revenues grew by an underlying 26%, reflecting the growing strength of the DailyMail.com brand.

 

MailOnline continued to grow its audience, with 15.0 million average daily global unique browsers during the period, a 6% increase on the first half of the prior year, including a 14% increase in the US average daily audience. MailOnline has also successfully broadened its reach through other channels, including Facebook and Snapchat.

 

Other dmg media businesses

Metro delivered a robust revenue performance in the context of a declining print advertising market, growing revenues by 1% to £34 million, including the benefit of increasing circulation in London and taking on four franchises from Trinity Mirror in January 2017. Printing and distribution costs increased in the period, resulting in a decline in Metro's operating profit to £5 million.

 

Revenue at Elite Daily declined by an underlying 35% to £4 million in the period, reflecting continued challenges with audience retention. The business made operating losses of £4 million in the period, consistent with last year, and was disposed of in April 2017.

 

Low margin sales of newsprint to other publishers account for the majority of other revenues and these are excluded from underlying revenue growth calculations.

 

Outlook for dmg media

Overall outlook for the Full Year remains unchanged. dmg media expects to deliver stable underlying total revenues, in the -2% to +2% range, with underlying digital advertising growth at MailOnline expected to broadly offset circulation and print advertising declines. Reported results will not have the benefit of an additional 53rd week, which contributed £12 million of revenue and £6 million of operating profit in Full Year 2016, and will be impacted by the absence of Wowcher, Elite Daily and 7 Days. The operating margin for the Full Year 2017 is expected to be broadly in line with the 11% achieved in Full Year 2016.

 

 

Joint Ventures & Associates

 

Share of pre-tax operating profits*

Half Year

2017

£m

Half Year

2016

£m

(Pro Forma†)

Change~

 

Full Year

2016

£m

(Pro Forma†)

ZPG Plc

12

11

+7%

21

Euromoney Institutional Investor

16

14

+13%

40

Other joint ventures and associates

(1)

-

2

Total joint ventures and associates

26

25

+5%

63

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 the operating profits* of its joint ventures and associates was £26 million, including £16 million in respect of Euromoney for the three months to March 2017, following the reduction in the Group's stake in Euromoney to c.49%. Euromoney's balance sheet is now independent of DMGT's, increasing Euromoney's financial flexibility to be acquisitive and to accelerate the implementation of its strategy. In April 2017, Euromoney completed the acquisition of RISI, the leading price reporting agency for the global forest products market, for $125 million. Euromoney released its Half Year results on 18 May 2017 and reported an underlying decline in revenues of 2% in the period and a 5% increase in adjusted profit before tax, including the benefit of the stronger US dollar.

 

The share of operating profits from ZPG Plc, formerly Zoopla Property Group, increased to £12 million. There was a particularly strong performance from the Property Services division, which benefited from the acquisition of the Property Software Group in April 2016. In February 2017, ZPG placed new shares amounting to 5% of its issued share capital to part fund its acquisition of Hometrack, and DMGT's stake in ZPG has now been diluted to c.30%. ZPG released its Half Year results on 24 May 2017 and reported revenue growth of 22% and adjusted basic earnings per share growth of 3%.

 

The share of operating profits and losses from other joint ventures and associates was a net loss of £1 million, including investments in early stage consumer and B2B businesses.

 

For the Full Year, the share of operating profits from joint ventures and associates will benefit from the inclusion of Euromoney as an associate and is expected to be approximately £65 million, as guided to in December 2016.

 

 

Net finance costs

 

Half Year

2017

£m

Half Year

2016

£m

Change~

 

Full Year

2016

£m

Net interest payable and similar charges*

(21)

(20)

+9%

(40)

 

Net interest payable and similar charges, including DMGT's share of associates' interest costs, was £21 million, a 9% increase on the prior year. DMGT benefited from lower average debt levels during the period but the interest payable was adversely affected by the stronger US dollar and an increase in the share of associates' interest payable to £2 million, from £1 million in the prior period.

 

The pension finance charge, which is excluded from adjusted results, was £3 million for the period, compared to £2 million for the same period last year and £5 million for the prior Full Year.

 

Outlook for net finance costs

Net finance costs for the Full Year are expected to be around £40 million.

 

 

Other income statement items

 

· Exceptional items and amortisation

Exceptional operating costs were £20 million in the period (HY 2016: £12 million). There were £9 million of severance costs, including £7 million in respect of dmg information, and £5 million exceptional consultancy costs in relation to restructuring. Other exceptional costs comprised £3 million of restructuring costs in relation to the closure of the Didcot printing plant and £3 million of legal fees, mainly in respect of the defence by Xceligent, the US property information business, of a complaint filed by a competitor.

 

The charge for amortisation of intangible assets arising on business combinations, including the share from joint ventures and associates, was £26 million (HY 2016: £23 million). The Group also incurred a £35 million impairment charge in respect of the Didcot printing plant.

 

The Group recorded other net gains on disposal of businesses and investments of £530 million (HY 2016: £110 million). DMGT recognised £509 million of gains in respect of the reduced holding in Euromoney, including the gain on the revaluation of the retained c.49% stake. In February 2017, ZPG placed new shares amounting to 5% of its issued share capital to part fund its acquisition of Hometrack, increasing its net assets. DMGT did not participate in this placing and its holding was consequently diluted to c.30%, resulting in a deemed disposal for accounting purposes, and a non-cash gain of £18 million on the increase in value of DMGT's share of ZPG's net assets.

 

· Taxation

The adjusted tax charge of £15 million (HY 2016: £16 million pro forma†) is stated after adjusting for the effect of exceptional items. The adjusted tax rate for the half year was 14.6%, a slight increase on the pro forma† basis 14.2% in Half Year 2016. The adjusted tax rate is expected to be marginally higher for the Full Year and is expected to increase over the next few years, to over 20%, as the proportion of US-generated profits increases and the expected UK loss and interest restriction rules come into effect.

 

The statutory tax charge for the period was £10 million. This excludes the charge of £4 million in respect of discontinued operations. There were tax credits of £8 million in respect of the amortisation and impairment of intangible fixed assets, tax charges of £13 million in respect of the derecognition of overseas tax losses and tax credits of £6 million on other adjusting items.

 

 

Pensions

The net deficit on the Group's defined benefit pension schemes decreased from £246 million at the beginning of the year to £43 million at the half year (calculated in accordance with IAS 19 (Revised)), with an increase in the value of assets and a reduction in the value of the defined benefit obligation. Exposure to future investment and inflation risk was further reduced in the period. Funding payments into the main schemes during the period were £13 million. The defined benefit schemes are closed to new entrants.

 

 

Net debt and cash flow

Net debt at the end of the period was £551 million, a reduction of £128 million since the start of the financial year, and the net debt:EBITDA ratio was 1.6. Cash outflows included dividends of £54 million, interest payments of £18 million, pension funding payments of £13 million and taxation of £13 million. Net proceeds from disposals, including expenditure on acquisitions, were £203 million, and included £218 million from the reduction of the stake in Euromoney, after adjusting for the de-consolidation of £96 million cash on Euromoney's balance sheet. Group operating cash flow was £37 million in the period and was adversely affected by the usual seasonal outflows, by the inclusion of £27 million of exceptional operating items and by only including Euromoney's cash flows for the three months that it was a subsidiary. Operating cash flows included capital expenditure of £41 million. The Group broadly matches the profile of its net debt by currency to the components of its operating cash flow by currency. The weakening of sterling, notably against the US dollar, resulted in an adverse debt revaluation of £14 million during the period.

 

Net debt is usually at its peak around the half year due to the timing of the prior year's final dividend and other annual payments. Allowing for committed investment activity, the ratio of net debt to EBITDA is expected to be 1.5 or less at the year end, comfortably below the Group's preferred upper limit of around 2.0 times.

 

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

 

Financing

During the first half of the year, the Group acquired 3.9 million 'A' Ordinary Shares for £28 million in order to meet obligations to provide shares under its incentive plans. In addition, 1.1 million shares were used from the Employee Benefit Trust, valued at £9 million, to provide shares under various incentive plans. As at 31 March 2017, DMGT had 353.3 million shares in issue, including 19.9 million Ordinary Shares, and a further 8.8 million 'A' Ordinary Shares held in Treasury and the Employee Benefit Trust∂.

 

Dividend

The Board has declared an interim dividend of 6.9 pence per Ordinary and 'A' Ordinary Non-Voting share (HY 2016: 6.7 pence) which will be paid on 30 June 2017 to shareholders on the register at the close of business on 9 June 2017.

 

Appointment of Tim Collier as Chief Financial Officer

As announced on 6 April 2017, Tim Collier has, with effect from 2 May 2017, been appointed Chief Financial Officer and to the Board of DMGT. He joins from Thomson Reuters where he was CFO of the Financial and Risk business.

 

Pro Forma Half Year 2016 and Full Year 2016 adjusted results

 

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

 

Group summary

Adjusted results*

(from continuing and

Half Year

2016

£m

Full Year

2016

£m

discontinued operations)

 

Reported

Revision

Pro Forma†

Reported

Revision

Pro Forma†

Revenue

950

(104)

846

1,917

(313)

1,604

 

 

Operating profit

138

(29)

109

277

(82)

195

 

Income from JV's and associates

11

14

25

23

40

63

 

Net finance costs

(20)

-

(20)

(40)

-

(40)

 

Profit before tax

129

(15)

115

260

(42)

218

 

 

Tax charge

(19)

3

(16)

(37)

7

(30)

 

Minority interest

(12)

8

(4)

(24)

22

(2)

 

Group profit

99

(4)

95

198

(12)

186

 

 

Adjusted earnings per share

27.9p

(1.2)p

26.7p

56.0p

(3.5)p

52.5p

 

 

Operating profit margin

15%

13%

14%

12%

 

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

 

 

Business to business (B2B)

Adjusted results*

(from continuing and

Half Year

2016

£m

Full Year

2016

£m

discontinued operations)

Reported

Revision

Pro Forma†

Reported

Revision

Pro Forma†

Revenue

592

(104)

488

1,212

(313)

899

 

Operating profit

105

(29)

77

215

(82)

137

 

Operating margin

18%

16%

18%

15%

 

 

 

Euromoney Institutional Investor

Adjusted results*

(from continuing and

Half Year

2016

£m

Full Year

2016

£m

discontinued operations)

Reported

Revision

Pro Forma†

Reported

Revision

Pro Forma†

Revenue

194

(104)

90

403

(313)

90

 

Operating profit

47

(29)

18

100

(82)

18

 

Operating margin

24%

20%

25%

20%

 

 

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

When reviewing DMGT's performance, the Board and management team particularly focus on adjusted results rather than statutory results. There are a number of items that are included in statutory results but which are considered to be one-off in nature or not representative of the business's performance and which are excluded from adjusted results.

 

The tables on pages 24 and 25 show the adjustments between statutory profit before tax and adjusted profit before tax, by business, for both the first half of Full Year 2017 and the first half of Full Year 2016.

 

The explanation for each type of adjustment is as follows:

1) Discontinued operations: the adjusted results for Half Year 2017 include the results of discontinued operations, namely Euromoney, which ceased to be a subsidiary in December 2016, whereas statutory results only include continuing operations.

2) Exceptional reorganisation costs: businesses occasionally incur exceptional costs in respect of a reorganisation. These are non-recurring in nature and excluded from adjusted results.

3) Impairment of plant: occasionally the carrying value of an asset in the balance sheet is considered too high relative to expected future returns and it is appropriate to impair it. The associated one-off charge is excluded from adjusted results. The ongoing depreciation and amortisation of tangible assets and software, including products, is, however, an everyday cost of doing business and is included in both statutory and adjusted results. A reorganisation may also result in the write off of the carrying value of tangible fixed assets, as was the case during Half Year 2017 when dmg media closed its Didcot printing plant, and this expense is excluded from adjusted results. There may also be impairments of available for sale assets and these are also excluded from adjusted results.

4) Intangible impairment and amortisation: when acquiring businesses, the premium paid relative to the net assets on the balance sheet of the acquired business is classified as either goodwill or as an intangible asset arising on a business combination and is recognised on DMGT's balance sheet. This differs to organically developed businesses where assets such as employee talent and customer relationships are not recognised on the balance sheet. Impairment and amortisation of intangible assets and goodwill arising on acquisitions are excluded from adjusted results as they are one-off balance sheet items that relate to historic M&A activity rather than the trading performance of the business. An example is the impairment in Full Year 2016 of the goodwill and acquired intangible assets associated with dmg media's Elite Daily business.

5) Profit on sale of assets: the Group makes gains or losses when disposing of businesses, for example on the disposal of Euromoney shares when DMGT reduced its stake from c.67% to c.49%. These one-off 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 year.

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

7) Other adjustments: other items that are excluded from adjusted results include changes in the fair value of certain financial instruments and changes to future acquisition payments. They are considered one-off in nature and not reflective of 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 2017

 

 

£ millions

Note

RMS

dmg info

dmg events

E'money¹

dmg media

Corp. costs²

JV's & Ass.3

DMGT Group

Statutory operating profit

13

1

21

-

(5)

(15)

3

17

Discontinued operations

1

-

-

-

13

-

-

(1)

12

Exceptional operating charges

2

3

11

-

1

5

-

3

23

Impairment of plant

3

-

-

-

-

36

-

-

36

Intangible impairment and amortisation

4

-

12

-

5

-

-

22

40

Exclude JV's & Associates

26

(26)

Adjusted operating profit

16

24

21

19

36

(15)

100

 

 

£ millions

Note

RMS

dmg info

dmg events

E'money¹

dmg media

Corp. costs²

JV's & Ass.3

Fin. costs4

DMGT Group

Statutory PBT

13

-

21

-

(5)

(15)

21

7

41

Discontinued operations

1

-

-

-

524

-

-

(1)

(1)

523

Profit on sale of assets

5

-

1

-

(512)

-

-

(19)

-

(530)

Operating profit adjustments (∞ above)

2, 3, 4

3

23

-

6

41

-

24

-

98

Total ∞

Pension finance charge

6

-

-

-

-

-

-

-

3

3

Other adjustments

7

-

-

-

1

-

-

1

(30)

(28)

Adjusted PBT

16

24

21

19

36

(15)

26

(21)

105

 

 

Notes:

The figures in the Note column above correspond with explanations of the adjustments given on pages 22 and 23.

¹ E'money = Euromoney, ² Corp. costs = Corporate costs, ³ JV's & Ass. = Joint ventures and Associates, 4 Fin. costs = Financing costs

Reconciliation: Statutory profit to adjusted profit - Half Year 2016

 

£ millions

Note

RMS

dmg info

dmg events

E'money¹

dmg media

Corp. costs²

JV's & Ass.3

DMGT Group

Statutory operating profit

19

14

25

-

27

(18)

4

72

Discontinued operations

1

-

-

-

26

-

-

(1)

24

Exceptional operating charges

2

-

-

-

-

12

-

2

14

Intangible impairment and amortisation

4

-

11

-

21

-

-

3

36

Exclude JV's & Associates

8

(8)

Adjusted operating profit

19

25

25

47

39

(18)

138

  

£ millions

Note

RMS

dmg info

dmg events

E'money¹

dmg media

Corp. costs²

JV's & Ass.3

Fin. costs4

DMGT Group

Statutory PBT

19

14

25

-

89

(18)

53

(10)

172

Discontinued operations

1

-

-

-

26

-

-

(1)

(1)

23

Profit on sale of assets

5

-

-

-

-

(62)

-

(48)

-

(110)

Operating profit adjustments (∞ above)

2, 4

-

11

-

21

12

-

5

-

50

Total ∞

Pension finance charge

6

-

-

-

-

-

-

-

2

2

Other adjustments

7

-

-

-

-

-

-

3

(11)

(8)

Adjusted PBT

19

25

25

47

39

(18)

11

(20)

129

 

Notes:

The figures in the Note column above correspond with explanations of the adjustments given on pages 22 and 23.

¹ E'money = Euromoney, ² Corp. costs = Corporate costs, ³ JV's & Ass. = Joint ventures and Associates, 4 Fin. costs = Financing costs

 

Reconciliation: Adjusted results including and excluding discontinued operations

 

Half Year 2017

Half Year 2016

£ 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

794

-

794

756

-

756

Discontinued operations

95

95

-

194

194

-

Total Revenue

890

95

794

950

194

756

Operating Profit

Continuing operations

81

-

81

91

-

91

Discontinued operations

19

19

-

47

47

-

Total Operating Profit

100

19

81

138

47

91

Operating margin %

11%

20%

10%

15%

24%

12%

 

Notes:

The discontinued operations refer to Euromoney.

 

Underlying analysis - Revenues

  

Half Year 2017

Half Year 2016

£ millions

%

Underlying

M&A

Other

Reported

Underlying

M&A

Exchange

Other

Reported

B2B

RMS

+1%

117

-

-

117

115

-

19

-

96

dmg information

+0%

259

-

-

259

258

(1)

29

-

230

dmg events

+3%

69

-

-

69

66

-

10

(16)

72

Euromoney

N/A

-

(95)

-

95

-

(194)

-

-

194

+1%

444

(95)

-

540

440

(195)

58

(16)

592

Consumer

dmg media

+0%

332

(1)

(17)

350

333

(7)

4

(23)

358

DMGT Group

+1%

776

(96)

(17)

890

772

(202)

62

(39)

950

 

Notes:

M&A adjustments are for disposals, including Euromoney and dmg media's Wowcher business, and acquisitions. The underlying results include the post-acquisition organic growth from acquired entities. 'Other' includes adjustments for the timing of shows at dmg events, as well as the gross-up, equivalent to the cost of sales, on the low margin resale of newsprint activities.

 

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

  

Underlying analysis - Adjusted operating profit*

 

Half Year 2017

Half Year 2016

 

£ millions

%

Underlying

M&A

Other

Reported

Underlying

M&A

Exchange

Other

Reported

 

 

B2B

 

RMS

-40%

16

-

-

16

26

-

7

-

19

 

dmg information

-17%

24

-

-

24

29

1

2

-

25

 

dmg events

+2%

21

-

-

21

21

-

4

(8)

25

 

Euromoney

N/A

-

(19)

-

19

-

(47)

-

-

47

 

-20%

60

(19)

-

80

75

(46)

13

(8)

116

 

Consumer

 

dmg media

+5%

36

1

-

36

35

(2)

(2)

-

39

 

 

Corporate costs

-14%

(15)

-

-

(15)

(18)

-

-

-

(18)

 

Operating profit

-11%

81

(19)

-

100

92

(48)

11

(8)

138

 

 

 

Notes:

B2B and Consumer underlying figures above are stated pre the allocation of Corporate costs. Including Corporate costs, the underlying growth rates for B2B and Consumer were -20% and +10% respectively. 'Other' includes adjustments for the timing of shows at dmg events.

 

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 UK Listing Authority's Disclosure and Transparency Rules requires a description of the principal risks and uncertainties for the remaining six months of the financial year.

The principal risks and uncertainties that affect the Group on an ongoing basis are described in our 2016 Annual Report at www.dmgt.com. Euromoney's risks are no longer consolidated into the Group's overall risk profile, although the risks described in the 2016 Annual Report are still considered to be the most relevant risks and uncertainties for the Group at this time. These are summarised below.

Strategic Risks

· Market disruption. Caused by changes in consumer behaviours and client demands, technological developments, the availability of free information, the emergence of competitors and the convergence of key markets or clients.

 

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

 

· Economic and geopolitical uncertainty.

 

· Failure to identify appropriate acquisitions, acquisitions not yielding expected benefits or not divesting from non-core businesses at the right time.

 

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

 

Operational Risks

· Failure or significant delay to a major change project.

 

· 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, particularly data privacy.

 

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

 

 

Statement of Directors' responsibilities

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

 

The Directors confirm that to the best of their knowledge:

 

a) this Condensed set of Financial Statements which should be read in conjunction with the annual financial statements for the year ended 30 September 2016 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

24 May 2017

 

* Unless otherwise stated, all profit and profit margin figures in this Interim Management Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 22 to 25. Adjusted results include results from discontinued operations, specifically the Euromoney subsidiary. Adjusted results include results from discontinued operations, specifically the Euromoney subsidiary. Euromoney ceased to be a subsidiary on 29 December 2016 and has subsequently been included in continuing operations, as a c.49% owned associate, within statutory and adjusted results.

 

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

 

# Underlying revenue or profit* is revenue or profit on a like-for-like basis, see pages 27 and 28. Underlying results are adjusted for constant exchange rates, the exclusion of disposals and closures and for the inclusion of the year-on-year organic growth from acquisitions. For events, the comparisons are between events held in the year and the same events held the previous time. For dmg media, underlying revenues exclude low margin newsprint resale activities.

 

† Pro Forma Half Year 2016 figures have been restated to treat Euromoney as a c.67% owned subsidiary during the first quarter of Full Year 2016 and a c.49% owned associate during the second quarter, consistent with the ownership profile during Half Year 2017. See page 21.

 

^ These statutory highlights are for continuing operations only (excluding the discontinued operations, Euromoney), other than basic earnings per share which is the total statutory figure.

 

µ Current City analyst expectations for dmg events' Full Year 2017 revenue range from £112 million to £128 million with a consensus of £119 million.

 

∞ Circulation market share figures are calculated using ABC's March 2017 National Newspapers Report excluding digital subscribers.

 

As at the end of 31 March 2017, there were 5,000,000 'A' Ordinary Shares held in Treasury and 3,759,933 'A' Ordinary Shares held by the DMGT Employee Benefit Trust.

 

The average £: US$ exchange rate for the first half of the year was £1:$1.24 (against £1:$1.48 last year). The rate at the Half Year end was $1.26 (2016: $1.44), compared to $1.30 at the previous year end.

 

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

 

 

For further information

 

For analyst and institutional enquiries:

 

 

Tim Collier, Group CFO

+44 20 3615 2902

 

Adam Webster, Head of Management Information and Investor Relations

+ 44 20 3615 2903

For media enquiries

Kim Fletcher / Simone Selzer, Brunswick Group

 

+44 20 7404 5959

 

Half Year Results presentation

A presentation of the Half Year Results will be given to investors and analysts at 9.30am on 25 May 2017, at the offices of Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT. There will also be a live webcast available on our website at www.dmgt.com/webcasthy17.

 

Next trading update

The Group's next scheduled announcement of financial information will be the third quarter trading update on 27 July 2017.

 

 

Market Abuse Regulation

As with previous financial announcements, the information communicated in this Half Yearly Financial Report includes inside information. DMGT has included this statement in this announcement in order to comply with the Market Abuse Regulation, which came into effect on 3 July 2016.

 

 

This Interim Management Report ('IMR') is prepared for and addressed only to the Company's shareholders as a whole and to no other person. The Company, its Directors, employees, agents and advisers accept and assume no liability to any person in respect of this IMR save as would arise under English law. Statements contained in this IMR are based on the knowledge and information available to the Group's Directors at the date it was prepared and therefore facts stated and views expressed may change after that date.

 

This document and any materials distributed in connection with it may include forward-looking statements, beliefs, opinions or statements concerning risks and uncertainties, including statements with respect to the Group's business, financial condition and results of operations. Those statements and statements which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Group's Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and which may cause results and developments to differ materially from those expressed or implied by those statements and forecasts. No representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this IMR. The Group undertakes no obligation to release any update of, or revisions to, any forward-looking statements, opinions (which are subject to change without notice) or any other information or statement contained in this IMR. Furthermore, past performance of the Group cannot be relied on as a guide to future performance.

 

No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per DMGT share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT share.

 

Nothing in this document is intended to constitute an invitation or inducement to engage in investment activity. This document does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, any securities nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto. This document does not constitute a recommendation regarding any securities.

 

 

Independent review report to Daily Mail and General Trust plc

 

Report on the Condensed Consolidated Financial Statements

 

· Our conclusion

We have reviewed Daily Mail and General Trust plc's Condensed Consolidated Financial Statements (the "interim financial statements") in the Half Yearly Financial Report of Daily Mail and General Trust plc for the six month period ended 31 March 2017. 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 2017;

· 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 Ireland) 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

24 May 2017

 

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

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

 

Shareholder Information

 

Financial Calendar (provisional)

 

2017

 

25 May

Half yearly financial report released

8 June

Interim ex-dividend date

9 June

Interim record date

30 June

Payment of interim dividend

27 July

Trading update

29 September

Pre-close trading update

30 September

Year end

2 October

Payment of interest on loan notes

30 November

Preliminary annual results and final dividend

7 December

Ex-dividend date

8 December

Record date

 

 

Contacts

 

Daily Mail and General Trust plc

Northcliffe House

2 Derry Street,

London

W8 5TT

Email: investor.relations@dmgt.com

 

Auditor

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RH

Stockbrokers

Credit Suisse Securities (Europe) Limited

One Cabot Square

London

E14 4QJ

Registrars

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

 

 

 

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

www.dmgt.com

 

Copies of this Half Yearly Financial Report are available electronically from the Company's website at www.dmgt.com or from the Secretary upon request.

 

 

 

DMGT plc

Condensed Consolidated Income Statement

For the 6 months ended 31 March 2017

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Note

£m

£m

£m

CONTINUING OPERATIONS

Revenue

2

794.3

755.9

1,514.2

Adjusted operating profit

2, (i)

81.1

91.0

177.0

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

2

(54.4)

(11.8)

(41.8)

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

2

(12.5)

(11.9)

(49.6)

Operating profit before share of results of joint ventures and associates

2

14.2

67.3

85.6

Share of results of joint ventures and associates

3

 2.9

4.4

4.9

Total operating profit

17.1

71.7

90.5

Other gains and losses

4

16.7

109.9

130.8

Profit before investment revenue, net finance costs and tax

33.8

181.6

221.3

Investment revenue

5

 1.6

0.9

2.2

Net finance costs

6

 5.5

(11.0)

(21.8)

Profit before tax

40.9

171.5

 201.7

Tax

7

(9.9)

(2.5)

(19.9)

Profit after tax from continuing operations

31.0

169.0

181.8

DISCONTINUED OPERATIONS

20

Profit from discontinued operations

519.3

17.4

32.4

Profit for the period

550.3

186.4

214.2

Attributable to:

Owners of the Company

549.5

181.7

204.2

Non-controlling interests *

 0.8

4.7

10.0

Profit for the period

550.3

186.4

214.2

Earnings per share

10

From continuing operations

Basic

8.6p

46.4p

48.6p

Diluted

8.4p

45.3p

47.4p

From discontinued operations

Basic

147.2p

4.9p

9.2p

Diluted

144.9p

4.8p

9.0p

From continuing and discontinued operations

Basic

155.8p

51.3p

57.8p

Diluted

153.3p

50.1p

56.4p

Adjusted earnings per share

Basic

24.6p

27.9p

56.0p

Diluted

24.2p

27.2p

54.7p

*Continuing operations

(2.5)

(0.9)

(0.3)

Discontinued operations

 3.3

 5.6

10.3

 0.8

 4.7

10.0

 

(i) Adjusted operating profit is defined as total operating profit 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, and investment property.

 

DMGT plc

Condensed Consolidated Statement of Comprehensive Income

For the 6 months ended 31 March 2017

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

£m

£m

£m

Profit for the period

 550.3

186.4

214.2

Items that will not be reclassified to Consolidated Income Statement

Actuarial gain/(loss) on defined benefit pension schemes

191.5

44.3

(114.7)

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

(5.5)

(4.4)

(14.0)

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

11.2

9.5

 31.2

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

(31.0)

(8.9)

6.4

Total items that will not be reclassified to Consolidated Income Statement

166.2

40.5

(91.1)

Items that may be reclassified subsequently to Consolidated Income Statement

Losses on hedges of net investments in foreign operations

(16.2)

(20.5)

(72.9)

Cash flow hedges:

Profits/(losses) arising during the period

3.8

(2.2)

(5.2)

Transfer of gain on cash flow hedges from translation reserve to

Consolidated Income Statement

(3.3)

(0.6)

(2.1)

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

0.2

-

-

Translation reserves recycled to Consolidated Income Statement on disposals

54.1

-

(0.6)

Foreign exchange differences on translation of foreign operations

27.3

32.0

116.0

Tax relating to items that may be reclassified to Consolidated Income Statement

-

0.7

-

Tax relating to derivative financial instruments

-

-

1.4

Total items that may be reclassified subsequently to Consolidated Income Statement

65.9

9.4

36.6

Other comprehensive income/(loss) for the period

232.1

49.9

(54.5)

Total comprehensive income for the period

782.4

 236.3

159.7

Attributable to:

Owners of the Company

772.9

 227.6

136.9

Non-controlling interests

9.5

8.7

22.8

782.4

 236.3

159.7

Continuing operations

182.7

 207.7

93.2

Discontinued operations

599.7

28.6

66.5

 782.4

 236.3

159.7

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

Owners of the Company

185.2

208.0

 91.1

Non-controlling interests

(2.5)

(0.3)

2.1

182.7

207.7

93.2

 

DMGT plc

Condensed Consolidated Statement of Changes in Equity

For the 6 months ended 31 March 2017

 

Called-up share capital

Share premium account

Capital redemption reserve

Own shares

Translation reserve

Retained earnings

Total

Non-controlling interests

Total equity

£m

£m

£m

£m

£m

£m

£m

£m

£m

At 30 September 2015

45.4

17.8

4.9

(76.3)

(25.9)

339.0

304.9

154.9

459.8

Profit for the period

-

-

-

-

-

181.7

181.7

4.7

186.4

Other comprehensive income for the period

-

-

-

-

9.6

36.3

45.9

4.0

49.9

Total comprehensive income for the period

-

-

-

-

9.6

218.0

227.6

8.7

236.3

Cancellation of A Ordinary Shares

(0.1)

-

0.1

 6.5

-

(6.5)

-

-

-

Issue of share capital

-

-

-

-

-

-

-

0.2

0.2

Dividends

-

-

-

-

-

(52.7)

(52.7)

(7.4)

(60.1)

Own shares acquired in the period

-

-

-

(19.8)

-

-

(19.8)

-

(19.8)

Own shares transferred on exercise of share options

-

-

-

 6.6

-

-

6.6

-

6.6

Adjustment to equity following increased stake in controlled entity

-

-

-

-

-

(4.8)

(4.8)

4.8

-

Adjustment to equity following decreased stake in controlled entity

-

-

-

-

-

(0.1)

(0.1)

0.1

-

Credit to equity for share-based payments

-

-

-

-

-

6.4

6.4

0.2

6.6

Settlement of exercised share options of subsidiaries

-

-

-

-

-

(6.7)

(6.7)

-

(6.7)

Non-controlling interest recognised on acquisition

-

-

-

-

-

4.5

4.5

-

4.5

Deferred tax on other items recognised in equity

-

-

-

-

-

(0.1)

(0.1)

0.1

-

At 31 March 2016

45.3

17.8

5.0

(83.0)

(16.3)

497.0

465.8

161.6

627.4

At 30 September 2015

45.4

17.8

4.9

(76.3)

(25.9)

339.0

304.9

154.9

459.8

Profit for the year

-

-

-

-

-

204.2

204.2

 10.0

214.2

Other comprehensive income for the year

-

-

-

-

 37.8

(105.1)

(67.3)

 12.8

(54.5)

Total comprehensive income for the year

-

-

-

-

37.8

 99.1

136.9

 22.8

159.7

Cancellation of A Ordinary Shares

(0.1)

-

0.1

 6.5

-

(6.5)

-

-

-

Issue of share capital

-

-

-

-

-

-

-

0.3

0.3

Dividends

-

-

-

-

-

(76.4)

(76.4)

(12.7)

(89.1)

Own shares acquired in the year

-

-

-

(29.8)

-

-

(29.8)

-

(29.8)

Own shares transferred on exercise of share options

-

-

-

10.9

-

-

 10.9

-

 10.9

Exercise of acquisition put option commitments

-

-

-

-

-

(0.3)

(0.3)

-

(0.3)

Other transactions with non-controlling interests

-

-

-

-

-

-

-

0.2

0.2

Adjustment to equity following increased stake in controlled entity

-

-

-

-

-

(4.9)

(4.9)

4.9

-

Adjustment to equity following decreased stake in controlled entity

-

-

-

-

-

(0.2)

(0.2)

0.2

-

Credit to equity for share-based payments

-

-

-

-

-

 15.8

 15.8

0.2

 16.0

Settlement of exercised share options of subsidiaries

-

-

-

-

-

(12.1)

(12.1)

-

(12.1)

Initial recording of put options granted to non-controlling interests in subsidiary undertakings

-

-

-

-

-

(0.5)

(0.5)

(0.2)

(0.7)

Non-controlling interest recognised on acquisition

-

-

-

-

-

-

-

7.6

7.6

Corporation tax on share-based payments

-

-

-

-

-

5.4

5.4

-

5.4

Deferred tax on other items recognised in equity

-

-

-

-

-

1.4

1.4

-

1.4

At 30 September 2016

45.3

17.8

5.0

(88.7)

11.9

359.8

351.1

178.2

529.3

Profit for the period

-

-

-

-

-

549.5

549.5

0.8

550.3

Other comprehensive income for the period

-

-

-

-

65.6

157.8

223.4

8.7

232.1

Total comprehensive income for the period

-

-

-

-

65.6

707.3

772.9

9.5

782.4

Issue of share capital

-

-

-

-

-

-

-

 0.5

 0.5

Dividends

-

-

-

-

-

(53.9)

(53.9)

-

(53.9)

Own shares acquired in the year

-

-

-

(28.3)

-

-

(28.3)

-

(28.3)

Disposal of Euromoney treasury shares held by Euromoney

-

-

-

14.1

-

-

14.1

-

14.1

Own shares transferred on exercise of share options

-

-

-

37.5

-

-

37.5

-

37.5

Changes in non-controlling interests following disposal of Euromoney

-

-

-

-

-

-

-

(171.1)

(171.1)

Other transactions with non-controlling interests

-

-

-

-

-

-

-

(0.3)

(0.3)

Adjustment to equity following increased stake in controlled entity

-

-

-

-

-

0.5

0.5

(2.6)

(2.1)

Adjustment to equity following decreased stake in controlled entity

-

-

-

-

-

(0.3)

(0.3)

 0.3

-

Credit to equity for share-based payments

-

-

-

-

-

0.9

0.9

 0.1

1.0

Settlement of exercised share options of subsidiaries

-

-

-

-

-

(33.0)

(33.0)

-

(33.0)

Deferred tax on other items recognised in equity

-

-

-

-

-

(1.1)

(1.1)

-

(1.1)

At 31 March 2017

45.3

17.8

5.0

(65.4)

77.5

980.2

1,060.4

14.6

 1,075.0

 

DMGT plc

Condensed Consolidated Statement of Financial Position

At 31 March 2017

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

Note

£m

£m

£m

ASSETS

Non-current assets

Goodwill

11

572.2

927.1

981.6

Other intangible assets

11

343.8

449.0

499.2

Property, plant and equipment

12

131.5

178.1

176.1

Investments in joint ventures

 4.1

2.8

4.8

Investments in associates

734.8

147.8

145.3

Available-for-sale investments

17

 8.2

14.2

15.8

Trade and other receivables

11.3

20.4

18.7

Other financial assets

17

13.7

21.2

21.0

Derivative financial assets

17

20.7

20.4

28.3

Retirement benefit assets

23

54.3

39.0

40.1

Deferred tax assets

130.7

161.4

177.4

2,025.3

1,981.4

2,108.3

Current assets

Inventories

25.6

22.2

30.8

Trade and other receivables

292.6

312.3

346.2

Current tax receivable

15.8

18.3

15.6

Other financial assets

17

21.3

 1.9

17.1

Derivative financial assets

17

3.8

 4.7

 0.4

Cash and cash equivalents

13.3

20.7

25.7

Total assets of businesses held-for-sale

21

-

 9.6

 5.0

372.4

389.7

440.8

Total assets

2,397.7

2,371.1

2,549.1

LIABILITIES

Current liabilities

Trade and other payables

(498.9)

(633.2)

(756.2)

Current tax payable

(3.7)

(21.0)

(27.0)

Acquisition put option commitments

17

(0.5)

(15.9)

(18.5)

Borrowings

15

(8.8)

(2.9)

(11.0)

Derivative financial liabilities

17

-

(5.3)

(11.5)

Provisions

(52.2)

(51.7)

(54.4)

Total liabilities of businesses held-for-sale

21

-

(5.9)

(5.5)

(564.1)

(735.9)

(884.1)

Non-current liabilities

Trade and other payables

(2.9)

(0.9)

(5.7)

Acquisition put option commitments

17

(9.7)

(28.7)

(26.3)

Borrowings

15

(561.7)

(738.2)

(693.7)

Derivative financial liabilities

17

(44.6)

(35.2)

(47.3)

Retirement benefit obligations

23

(97.3)

(124.4)

(286.1)

Provisions

(32.9)

(57.9)

(52.8)

Deferred tax liabilities

(9.5)

(22.5)

(23.8)

(758.6)

(1,007.8)

(1,135.7)

Total liabilities

(1,322.7)

(1,743.7)

(2,019.8)

Net assets

1,075.0

627.4

529.3

 

DMGT plc

Condensed Consolidated Statement of Financial Position (continued)

At 31 March 2017

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

Note

£m

£m

£m

SHAREHOLDERS' EQUITY

Called-up share capital

45.3

45.3

45.3

Share premium account

17.8

17.8

17.8

Share capital

22

63.1

63.1

63.1

Capital redemption reserve

 5.0

 5.0

5.0

Own shares

(65.4)

(83.0)

(88.7)

Translation reserve

77.5

(16.3)

11.9

Retained earnings

980.2

497.0

359.8

Equity attributable to owners of the Company

1,060.4

465.8

351.1

Non-controlling interests

14.6

161.6

178.2

1,075.0

627.4

529.3

Approved by the Board of Directors on 24 May 2017.

 

DMGT plc

Condensed Consolidated Cash Flow Statement

For the 6 months ended 31 March 2017

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Note

£m

£m

£m

Cash generated by operations

13

61.3

60.7

261.0

Taxation paid

(13.3)

(19.0)

(29.7)

Taxation received

0.7

3.3

0.8

Net cash from operating activities

48.7

45.0

232.1

Investing activities

Interest received

0.1

0.7

1.6

Dividends received from joint ventures and associates

28.5

3.3

5.3

Dividends received from available-for-sale investments

 0.1

-

-

Purchase of property, plant and equipment

12

(14.3)

(13.0)

(27.2)

Expenditure on internally generated intangible fixed assets

11

(26.3)

(26.4)

(58.3)

Expenditure on other intangible assets

11

(0.2)

(3.8)

(3.0)

Purchase of available-for-sale investments

(0.1)

(0.3)

(1.6)

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

12

 0.1

1.4

1.5

Proceeds on disposal of available-for-sale investments

-

0.1

0.1

Purchase of subsidiaries

18

(23.9)

(16.2)

(29.5)

Settlements and collateral payments on treasury derivatives

(13.6)

(11.7)

(40.4)

Purchase of option over equity instrument

-

-

(6.5)

Investment in joint ventures and associates

(0.5)

(3.5)

(4.7)

Loans advanced to joint ventures and associates

-

(0.3)

(0.2)

Loans to joint ventures and associates repaid

8.6

0.6

1.2

Proceeds on disposal of businesses

19

217.8

 28.1

39.5

Proceeds on disposal of joint ventures and associates

0.7

 68.1

72.0

Proceeds from redemption of preference share capital

19

-

 14.4

 14.4

Net cash generated by/(used in) investing activities

177.0

41.5

(35.8)

Financing activities

Purchase of additional interests in controlled entities

18

(2.1)

(0.2)

(0.2)

Equity dividends paid

8

(53.9)

(52.7)

(76.4)

Dividends paid to non-controlling interests

-

(7.4)

(12.7)

Issue of shares by Group companies to non-controlling interests

0.5

0.2

0.3

Purchase of own shares

22

(28.3)

(19.8)

(29.8)

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

4.4

(0.2)

(1.2)

Interest paid

(16.8)

(16.3)

(33.9)

Loan notes repaid

(0.5)

(0.1)

(0.5)

Repayments of obligations under finance lease agreements

(0.2)

-

(0.2)

Inception of finance leases

0.3

-

0.6

Decrease in bank borrowings

15

(140.1)

(2.2)

(60.6)

Net cash used in financing activities

(236.7)

(98.7)

(214.6)

Net decrease in cash and cash equivalents

(11.0)

(12.2)

(18.3)

Cash and cash equivalents at beginning of period

17.5

31.5

31.5

Exchange profit on cash and cash equivalents

0.5

1.7

4.3

Net cash and cash equivalents at end of period

14

7.0

21.0

17.5

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

 

1

BASIS OF PREPARATION

The information for the 6 months ended 31 March 2017 and 31 March 2016 and for the year ended 30 September 2016 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 2016 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.

Other than the Daily Mail, The Mail on Sunday and Metro businesses, the Group prepares accounts for a 6 month period ending on 31 March. The Daily Mail, The Mail on Sunday and Metro businesses prepare financial statements for a 26 or 27 week financial period ending on a Sunday near to the end of March and do not prepare additional financial statements corresponding to the Group's financial period for consolidation purposes as it would be impracticable to do so. The Group considers whether there have been any significant transactions or events between the end of the financial period of these businesses and the end of the Group's financial period and makes any material adjustments as appropriate.

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

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

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

 

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.

 

Although not required by IAS 34, comparative figures for the Condensed Consolidated Income Statement for the year ended 30 September 2016 and the Condensed Consolidated Statement of Financial Position at 31 March 2016 have been included on a voluntary basis.

These Group Condensed Financial Statements have been prepared in accordance with the accounting policies set out in the 2016 Annual Report and Accounts, as amended, where appropriate by the application of certain new or amended accounting standards in the period, described below. These policies are expected to be followed in the preparation of the full financial statements for the financial year ending 30 September 2017.

Impact of new accounting standards

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

Other than IFRS 15 and IFRS 16, the adoption of the standards, amendments and interpretations issued but not effective is not expected to have a material impact on the Group's financial statements. The Directors are in the process of evaluating the impact of these standards.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

 

1

BASIS OF PREPARATION (Continued)

Critical accounting judgements and key sources of estimation uncertainty

In addition to the judgement taken by management in selecting and applying the accounting policies set out above, management has made the following judgements concerning the amounts recognised in the consolidated financial statements:

Forecasting

The Group prepares medium-term forecasts based on Board-approved budgets and three-year outlooks. These are used to support judgements made in the preparation of the Group's financial statements including the recognition of deferred tax assets in different jurisdictions, the Group's going concern assessment and for the purposes of impairment reviews. Longer-term forecasts use long-term growth rates applicable to the relevant businesses.

Impairment of goodwill and intangible assets

Determining whether goodwill and intangible or other assets are impaired or whether a reversal of an impairment should be recorded requires a comparison of the balance sheet carrying value with the recoverable amount of the asset or cash-generating unit (CGU). The recoverable amount is the higher of the value in use and fair value less costs to sell. The value in use calculation requires management to estimate the future cash flows expected to arise from the asset or CGU and calculate the net present value of these cash flows using a suitable discount rate. A key area of judgement is deciding the long-term growth rate and the operating cash flows of the applicable businesses and the discount rate applied to those cash flows. The carrying amount of goodwill and intangible assets at 31 March 2017 was £916.0 million (31 March 2016 £1,376.1 million, 30 September 2016 £1,480.8 million) after an impairment loss on continuing operations of £nil (6 months to 31 March 2016 £0.1 million, 12 months to 30 September 2016 £24.9 million) was recognised during the period (note 2).

Acquisitions and intangible assets

The Group's accounting policy on the acquisition of subsidiaries is to allocate purchase consideration to the fair value of identifiable assets, liabilities and contingent liabilities acquired with any excess consideration representing goodwill. Determining the fair value of assets, liabilities and contingent liabilities acquired requires significant estimates and assumptions, including assumptions with respect to cash flows and unprovided liabilities and commitments, including in respect to tax, to be used. The Group recognises intangible assets acquired as part of a business combination at fair value at the date of the acquisition. The determination of these fair values is based upon management's judgement and includes assumptions on the timing and amount of future cash flows generated by the assets and the selection of an appropriate discount rate. Additionally, management must estimate the expected useful economic lives of intangible assets and charge amortisation on these assets accordingly.

Contingent consideration and put options payable

Estimates are required in respect of the amount of contingent consideration and put options payable on acquisitions, which is determined according to formulae agreed at the time of the business combination, and normally related to the future earnings of the acquired business. The Directors review the amount of contingent consideration and put options likely to become payable at each period end date, the major assumption being the level of future profits of the acquired business. At 31 March 2017 the Group had outstanding contingent consideration payable amounting to £46.5 million (31 March 2016 £53.9 million, 30 September 2016 £52.6 million), and put option commitments amounting to £7.4 million (31 March 2016 £44.6 million, 30 September 2016 £44.8 million).

Contingent consideration receivable

Estimates are required in respect of the amount of contingent consideration receivable on disposals, which is determined according to formulae agreed at the time of the disposal and is normally related to the future earnings of the disposed business. The Directors review the amount of contingent consideration likely to be receivable at each period end date, the major assumption being the level of future profits of the disposed business. At 31 March 2017 the Group had outstanding contingent consideration receivable amounting to £0.8 million (31 March 2016 £5.8 million, 30 September 2016 £1.4 million). During the period the Group received £nil (31 March 2016 £0.1 million, 30 September 2016 £1.4 million) of previously unrecognised contingent consideration.

Adjusted measures

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

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

Exceptional operating costs include reorganisation costs and similar 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 believe 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 9 for a reconciliation of profit before tax to adjusted profit.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

 

1

BASIS OF PREPARATION (Continued)

EBITDA

The Group defines EBITDA as adjusted operating profit before exceptional operating costs, amortisation and impairment of goodwill and intangible assets, depreciation and impairment of property, plant and equipment and investment property. EBITDA is broadly used by analysts, rating agencies, investors and the Group's banks to assess the Group's performance. A reconciliation of EBITDA from operating profit is shown in note 13 and the ratio of net debt to EBITDA is disclosed in note 16.

Share-based payments

The Group makes share-based payments to certain employees. These payments are measured at their estimated fair value at the date of grant, calculated using an appropriate option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of the number of shares that will eventually vest. The key assumptions used in calculating the fair value of the options are the discount rate, the Group's share price volatility, dividend yield, risk free rate of return and expected option lives. Management regularly performs a true-up of the estimate of the number of shares that are expected to vest; this is dependent on the anticipated number of leavers.

Taxation

The two key tax risk areas the group faces are (1) challenges by tax authorities where arrangements that have been adopted on the basis of professional advice are challenged by tax authorities, which may lead to a cash outflow or reduction in deferred tax assets, and (2) changes of law that impact the Group's ability to carry forward and utilise tax attributes recognised as deferred tax assets.

Retirement benefit obligations

The cost of defined benefit pension plans is determined using actuarial valuations prepared by the Group's actuaries. This involves making certain assumptions concerning discount rates, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty. The assumptions and the resulting estimates are reviewed annually and, when appropriate, changes are made which affect the actuarial valuations and, hence, the amount of retirement benefit expense recognised in the Condensed Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Condensed Consolidated Statement of Changes in Equity. The carrying amount of the retirement benefit obligation at 31 March 2017 was a deficit of £43.0 million (31 March 2016 £85.4 million, 30 September 2016 £246.0 million). Further details are given in note 23.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

 

2

Segment analysis

The Group's business activities are split into four operating divisions: RMS; dmg information; dmg events and dmg media. These divisions are the basis on which information is reported to the Group's Chief Operating Decision Maker, which has been determined to be the Group Board. The segment result is the measure used for the purposes of resource allocation and assessment and represents profit earned by each segment, including share of results from joint ventures and associates but before exceptional operating costs, amortisation of acquired intangible assets arising on business combinations, impairment charges, other gains and losses, net finance costs and taxation.

 

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

 

The accounting policies applied in preparing the management information for each of the reportable segments are the same as the Group's accounting policies described in note 1.

 

Unaudited 6 months ended

31 March 2017

Total and external revenue

Segment operating profit

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

Adjusted operating profit

Note

£m

£m

£m

£m

RMS

116.7

14.9

(0.6)

 15.5

dmg information

259.1

23.7

(0.2)

 23.9

dmg events

68.5

21.2

-

 21.2

Euromoney

95.2

35.8

16.5

 19.3

dmg media

350.0

46.5

10.6

 35.9

889.5

142.1

26.3

115.8

Corporate costs

(15.4)

Discontinued operations

 20, (i)

(95.2)

(35.8)

(16.5)

(19.3)

794.3

Adjusted operating profit

 81.1

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

(54.4)

Amortisation of acquired intangible assets arising on business combinations

(12.5)

Operating profit before share of results of joint ventures and associates

 14.2

Share of results of joint ventures and associates

3

2.9

Total operating profit

 17.1

Other gains and losses

4

16.7

Profit before investment revenue, net finance costs and tax

 33.8

Investment revenue

5

1.6

Net finance costs

6

5.5

Profit before tax

 40.9

Tax

7

(9.9)

Profit from discontinued operations

 20

519.3

Profit for the period

550.3

 

(i)

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

 

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

 

Unaudited 6 months ended

31 March 2017

Amortisation of intangible assets not arising on business combinations

Amortisation of intangible assets arising on business combinations

Exceptional operating costs

Impairment of property, plant and equipment and investment property (i)

Note

£m

£m

£m

£m

RMS

(9.5)

-

(2.9)

-

dmg information

(10.7)

(12.1)

(11.0)

-

dmg events

-

(0.3)

-

-

Euromoney

(0.9)

(5.4)

(0.9)

-

dmg media

(2.4)

(0.1)

(5.2)

(35.3)

Total and continuing operations

(23.5)

(17.9)

(20.0)

(35.3)

Relating to discontinued operations

20

 0.9

 5.4

0.9

-

Continuing operations

(22.6)

(12.5)

(19.1)

(35.3)

 

(i)

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

 

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

 

Severance costs

Consultancy charges

Other restructuring costs

Legal fees

Contingent consideration required to be shown as remuneration

Total

(i)

£m

£m

£m

£m

£m

£m

RMS

 0.3

(3.2)

-

-

-

(2.9)

dmg information

(7.3)

(1.4)

-

(2.3)

-

(11.0)

Euromoney

-

(0.1)

-

(0.8)

-

(0.9)

dmg media

(2.4)

-

(2.9)

-

0.1

(5.2)

Total and continuing operations

(9.4)

(4.7)

(2.9)

(3.1)

0.1

(20.0)

Relating to discontinued operations

-

0.1

-

0.8

-

0.9

Continuing operations

(9.4)

(4.6)

(2.9)

(2.3)

0.1

(19.1)

 

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

 

(i)

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

 

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

 

Unaudited 6 months ended

31 March 2017

Depreciation of property, plant and equipment and investment property

Research costs

Investment revenue

Net finance

costs

Note

£m

£m

£m

£m

RMS

(2.9)

(20.5)

0.2

-

dmg information

(5.3)

(3.4)

0.5

24.5

dmg events

(0.3)

-

-

-

Euromoney

(0.8)

(2.5)

-

(0.7)

dmg media

(8.8)

-

0.8

(1.8)

(18.1)

(26.4)

1.5

22.0

Corporate costs

(0.1)

-

0.1

(17.2)

Total and continuing operations

(18.2)

(26.4)

1.6

4.8

Relating to discontinued operations

20

 0.8

 2.5

-

0.7

Continuing operations

(17.4)

(23.9)

1.6

5.5

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

 

2

Segment analysis continued

 

Unaudited 6 months ended 31 March 2016

Total and external revenue

Segment operating profit

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

Adjusted operating profit

Note

£m

£m

£m

£m

RMS

96.4

19.1

(0.2)

19.3

dmg information

 229.5

25.5

0.1

25.4

dmg events

72.0

24.9

-

24.9

Euromoney

 194.2

48.5

1.7

46.8

dmg media

 358.0

48.8

9.4

39.4

 950.1

166.8

11.0

155.8

Corporate costs

 (i)

(18.0)

Discontinued operations

20, (ii)

(194.2)

(48.5)

(1.7)

(46.8)

755.9

Adjusted operating profit

91.0

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

(11.8)

Impairment of goodwill and acquired intangible assets arising on business combinations

(0.1)

Amortisation of acquired intangible assets arising on business combinations

(11.8)

Operating profit before share of results of joint ventures and associates

67.3

Share of results of joint ventures and associates

3

4.4

Total operating profit

71.7

Other gains and losses

4

109.9

Profit before investment revenue, net finance costs and tax

181.6

Investment revenue

5

0.9

Net finance costs

6

(11.0)

Profit before tax

171.5

Tax

7

(2.5)

Profit from discontinued operations

20

17.4

Profit for the period

186.4

 

(i)

Included within corporate costs is a credit of £0.6 million which adjusts the pensions charge recorded in each operating segment from a cash rate to the net service cost in accordance with IAS 19 (Revised), Employee Benefits.

 

(ii)

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

 

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

 

Unaudited 6 months ended 31 March 2016

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

Impairment of property, plant and equipment and investment property

Note

£m

£m

£m

£m

£m

RMS

(1.8)

-

-

-

-

dmg information

(5.7)

(11.4)

-

-

-

dmg events

-

(0.3)

-

-

-

Euromoney

(1.5)

(8.3)

(12.9)

-

-

dmg media

(2.1)

(0.1)

(0.1)

(11.6)

(0.2)

(11.1)

(20.1)

(13.0)

(11.6)

(0.2)

Relating to discontinued operations

20

1.5

8.3

12.9

-

-

Continuing operations

(9.6)

(11.8)

(0.1)

(11.6)

(0.2)

 

In Euromoney the impairment charge of £12.9 million relates to Indaba following continued poor performance in that business.

 

In the dmg media segment exceptional costs comprise £3.7 million severance, £2.3 million consultancy costs, £0.6 million relating to contingent consideration required to be treated as remuneration and £5.0 million in respect of costs incurred following a supplier entering voluntary administration.

 

The Group's tax charge includes a related credit of £2.4 million in relation to these items.

 

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

 

Unaudited 6 months ended 31 March 2016

Depreciation of property, plant and equipment and investment property

Research costs

Investment revenue

Net finance

costs

Note

£m

£m

£m

£m

RMS

(2.9)

(27.4)

0.1

-

dmg information

(4.4)

(1.8)

0.1

14.0

dmg events

(0.3)

-

-

-

Euromoney

(1.3)

(4.3)

0.1

(1.1)

dmg media

(8.1)

(1.0)

0.7

(0.7)

(17.0)

(34.5)

1.0

12.2

Corporate costs

-

-

-

(24.3)

(17.0)

(34.5)

1.0

(12.1)

Relating to discontinued operations

20

1.3

 4.3

(0.1)

1.1

Continuing operations

(15.7)

(30.2)

0.9

(11.0)

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

 

2

Segment analysis continued

 

Audited year ended 30 September 2016

Total and external revenue

Segment operating profit

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

Adjusted operating profit

Note

£m

£m

£m

£m

RMS

 205.0

35.5

(0.5)

36.0

dmg information

 498.2

76.3

(0.3)

76.6

dmg events

 105.4

29.0

-

29.0

Euromoney

403.1

104.3

4.3

100.0

dmg media

 705.6

96.4

19.4

77.0

 1,917.3

341.5

22.9

318.6

Corporate costs

(i)

(41.6)

Discontinued operations

20, (ii)

(403.1)

(104.3)

(4.3)

(100.0)

 1,514.2

Adjusted operating profit

177.0

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

(41.8)

Impairment of goodwill and acquired intangible assets arising on business combinations

(24.9)

Amortisation of acquired intangible assets arising on business combinations

(24.7)

Operating profit before share of results of joint ventures and associates

85.6

Share of results of joint ventures and associates

3

4.9

Total operating profit

90.5

Other gains and losses

4

130.8

Profit before investment revenue, net finance costs and tax

221.3

Investment revenue

5

2.2

Net finance costs

6

(21.8)

Profit before tax

201.7

Tax

7

(19.9)

Profit from discontinued operations

20

32.4

Profit for the period

214.2

 

(i)

Included within corporate costs is a credit of £0.9 million which adjusts the pensions charge recorded in each operating segment from a cash rate to the net service cost in accordance with IAS 19 (Revised), Employee Benefits.

 

(ii)

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

 

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

 

Audited year ended 30 September 2016

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

Impairment of property, plant and equipment and investment property

Note

£m

£m

£m

£m

£m

RMS

(6.2)

-

-

(2.7)

-

dmg information

(13.3)

(23.7)

-

(5.7)

-

dmg events

-

(0.7)

-

(0.9)

-

Euromoney

(3.7)

(17.6)

(28.7)

(12.9)

-

dmg media

(4.4)

(0.3)

(24.9)

(23.6)

(0.2)

(27.6)

(42.3)

(53.6)

(45.8)

(0.2)

Corporate costs

-

-

-

(8.7)

-

(27.6)

(42.3)

(53.6)

(54.5)

(0.2)

Relating to discontinued operations

20

3.7

17.6

28.7

12.9

-

Continuing operations

(23.9)

(24.7)

(24.9)

(41.6)

(0.2)

 

In Euromoney the impairment charge includes £12.9 million relating to Indaba, £8.2 million to Total Derivatives, £5.9 million to HedgeFund Intelligence and £1.7 million to Euromoney Indices reflecting the challenging market conditions in the energy and financial sectors and weakness in the commodity markets.

 

In dmg media the impairment charge of £24.9 million relates to Elite Daily following continued poor performance in that business.

 

The Group's tax charge includes a related credit of £2.8 million in respect of impairment of goodwill and intangible assets.

 

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

 

Severance costs

Consultancy charges

Other restructuring costs

Supplier entering voluntary administration

Overseas sales tax

Legal fees

Contingent consideration required to be shown as remuneration

Total

(i)

(i)

£m

£m

£m

£m

£m

£m

£m

£m

RMS

(2.7)

-

-

-

-

-

-

(2.7)

dmg information

(4.4)

(0.9)

(0.4)

-

-

-

-

(5.7)

dmg events

(0.5)

-

(0.4)

-

-

-

-

(0.9)

Euromoney

(3.3)

(0.3)

-

-

(7.9)

(1.4)

-

(12.9)

dmg media

(9.8)

(4.5)

(1.2)

(5.1)

-

-

(3.0)

(23.6)

Corporate costs

(4.1)

(4.5)

-

-

-

(0.1)

-

(8.7)

Total and continuing operations

(24.8)

(10.2)

(2.0)

(5.1)

(7.9)

(1.5)

(3.0)

(54.5)

Relating to discontinued operations

3.3

0.3

-

-

7.9

 1.4

-

12.9

Continuing operations

(21.5)

(9.9)

(2.0)

(5.1)

-

(0.1)

(3.0)

(41.6)

 

The Group's tax charge includes a related credit of £15.0 million in relation to these exceptional operating costs.

 

(i) In the Euromoney segment the provision for overseas sales tax of £7.9 million relates to a claim by tax authorities in the US which is being challenged. Exceptional legal fees in Euromoney relate to a legal dispute with the previous owners of Centre for Investor Education.

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

 

Audited year ended 30 September 2016

Depreciation of property, plant and equipment and investment property

Research costs

Investment revenue

Net finance

costs

Note

£m

£m

£m

RMS

(6.6)

(28.7)

0.2

-

dmg information

(9.5)

(7.2)

0.2

27.0

dmg events

(0.5)

-

-

-

Euromoney

(2.8)

(8.3)

0.3

(1.1)

dmg media

(16.8)

(1.8)

1.8

(3.5)

(36.2)

(46.0)

2.5

22.4

Corporate costs

-

-

-

(45.3)

(36.2)

(46.0)

2.5

(22.9)

Relating to discontinued operations

20

2.8

 8.3

(0.3)

1.1

Continuing operations

(33.4)

(37.7)

2.2

(21.8)

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

 

2

Segment analysis continued

The Group's revenue comprises sales excluding value added tax, less discounts and commission where applicable and is analysed as follows:

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended 31 March 2016

Unaudited 6 months ended 31 March 2016

Unaudited 6 months ended 31 March 2016

Total

Discontinued operations

Continuing operations

Total

Discontinued operations

Continuing operations

(Note 20)

(Note 20)

£m

£m

£m

£m

£m

£m

Print advertising

110.4

(7.1)

103.3

132.0

(18.4)

113.6

Digital advertising

74.2

(2.0)

72.2

63.9

-

63.9

Circulation

155.4

-

155.4

152.6

-

152.6

Subscriptions

289.9

(63.5)

226.4

292.2

(109.3)

182.9

Events, conferences and training

93.7

(24.7)

69.0

134.7

(62.6)

72.1

Transactions and other

165.9

2.1

168.0

174.7

(3.9)

170.8

889.5

(95.2)

794.3

950.1

(194.2)

755.9

 

Transactions and other within discontinued operations include a £3.8 million foreign exchange loss on forward contracts relating to Euromoney.

 

Audited year ended

30 September 2016

Total

Discontinued operations

Continuing operations

(Note 20)

£m

£m

£m

Print advertising

247.9

(39.3)

208.6

Digital advertising

131.6

-

131.6

Circulation

314.7

-

314.7

Subscriptions

623.2

(232.4)

390.8

Events, conferences and training

233.9

(127.8)

106.1

Transactions and other

366.0

(3.6)

362.4

1,917.3

(403.1)

1,514.2

 

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

 

By geographic area

The majority of the Group's operations are located in the United Kingdom, North America, rest of Europe, and Australia.

 

The analysis below is based on the location of companies in these regions. Export sales and related profits are included in the areas from which those sales are made.

 

Unaudited 6 months ended

31 March 2017

Total

Discontinued operations

Continuing operations

(Note 20)

£m

£m

£m

UK

447.4

30.9

416.5

North America

329.2

50.6

278.6

Rest of Europe

23.6

4.4

 19.2

Australia

11.4

0.4

 11.0

Rest of the World

77.9

8.9

 69.0

889.5

95.2

794.3

Unaudited 6 months ended 31 March 2016

Total

Discontinued operations

Continuing operations

(Note 20)

£m

£m

£m

UK

520.4

76.6

443.8

North America

325.6

94.6

231.0

Rest of Europe

25.2

8.4

16.8

Australia

6.6

1.0

5.6

Rest of the World

72.3

13.6

58.7

950.1

 194.2

755.9

Audited year ended

30 September 2016

Total

Discontinued operations

Continuing operations

(Note 20)

£m

£m

£m

UK

1,023.0

 156.6

866.4

North America

714.9

 203.4

511.5

Rest of Europe

47.6

11.9

35.7

Australia

17.5

2.5

15.0

Rest of the World

114.3

28.7

85.6

1,917.3

 403.1

1,514.2

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

Unaudited 6 months ended

31 March 2017

Total

Discontinued operations

Continuing operations

(Note 20)

£m

£m

£m

UK

416.1

9.1

407.0

North America

292.2

43.8

248.4

Rest of Europe

89.6

18.7

 70.9

Australia

13.5

2.0

 11.5

Rest of the World

78.1

21.6

 56.5

889.5

95.2

794.3

Unaudited 6 months ended 31 March 2016

Total

Discontinued operations

Continuing operations

(Note 20)

£m

£m

£m

UK

450.1

25.4

424.7

North America

298.5

87.4

211.1

Rest of Europe

93.5

35.8

57.7

Australia

10.6

2.9

7.7

Rest of the World

97.4

42.7

54.7

950.1

 194.2

755.9

Audited year ended

30 September 2016

Total

Discontinued operations

Continuing operations

(Note 20)

£m

£m

£m

UK

891.2

50.9

840.3

North America

638.0

 184.6

453.4

Rest of Europe

193.0

73.0

120.0

Australia

24.2

6.7

17.5

Rest of the World

170.9

87.9

83.0

1,917.3

 403.1

1,514.2

 

DMGT plc

For the 6 months ended 31 March 2017

 

NOTES

3

Share of results of joint ventures and associates

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Note

£m

£m

£m

Share of adjusted operating profits from operations of joint ventures

0.1

0.4

0.6

Share of adjusted operating profits from operations of associates

(i)

25.4

8.9

18.0

Share of adjusted operating profits from joint ventures and associates

25.5

9.3

18.6

Share of associates' other gains and losses

 1.2

-

-

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

26.7

9.3

18.6

Share of exceptional operating costs of associates

(2.6)

(1.5)

(3.1)

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

(0.1)

-

-

Share of amortisation of intangibles arising on business combinations of associates

(6.3)

(0.6)

(4.8)

Share of associates' interest payable

(1.5)

(0.4)

(1.1)

Share of joint ventures' tax

-

(0.2)

(0.3)

Share of associates' tax

(0.6)

(2.1)

(3.0)

Share of impairment of intangibles arising on business combinations of associates

(13.7)

-

-

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

 1.3

-

-

Impairment of carrying value of joint ventures

(ii)

(0.3)

(0.1)

(0.1)

Impairment of carrying value of associates

(iii)

-

-

(1.3)

2.9

4.4

4.9

Share of associates' items of other comprehensive income

 0.2

-

-

Share of results of joint ventures and associates

3.1

4.4

4.9

Share of results from operations of joint ventures

-

0.2

0.3

Share of results from operations of associates

3.2

4.3

6.0

Impairment of carrying value of joint ventures

(0.3)

(0.1)

(0.1)

Impairment of carrying value of associates

-

-

(1.3)

2.9

4.4

4.9

Share of associates' items of other comprehensive income

 0.2

-

-

Share of results of joint ventures and associates

3.1

4.4

4.9

 

(i)

Share of adjusted operating profits from associates includes £11.6 million (period ended 31 March 2016 £10.8 million, year ended 30 September 2016 £21.4 million) from the Group's interest in ZPG Plc (ZPG) in the dmg media segment and £15.8 million from the Group's interest in Euromoney (period ended 31 March 2016 £nil, year ended 30 September 2016 £nil).

 

(ii)

Represents a write down in the carrying value of Artirix Ltd in the dmg media segment. In the prior periods, principally relates to a write down in the carrying value of Mail Today Newspapers Pte Ltd (India) in the dmg media segment.

 

(iii)

Represents a write-down in the carrying value of Spaceway Storage Services in the dmg media segment.

4

Other gains and losses

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Note

£m

£m

£m

Impairment of available-for-sale assets

(0.5)

-

-

Profit on disposal of property, plant and equipment

-

0.5

0.5

(Loss)/profit on sale and closure of businesses

(i)

(1.2)

62.0

66.4

Gain on dilution of stake in associate

(ii)

18.0

-

-

Recycled cumulative translation differences

(i)

-

-

0.6

Gain on change in control

(iii)

-

(0.9)

13.5

Profit on disposal of joint ventures and associates

(iv)

 0.4

48.3

49.8

16.7

109.9

130.8

 

(i)

In the current period this principally relates to the sale of Beat the GMAT LLC in the dmg information segment. In the prior periods this principally relates to a £60.5 million profit on disposal of Wowcher Ltd in the dmg media segment.

 

(ii)

During the year ZPG Plc (ZPG) placed 5% of its issued share capital to part fund the acquisition of Hometrack.co.uk Ltd. The Group did not participate in this placing and accordingly the Group's stake in ZPG was diluted. In accordance with IAS 28, Investments in Associates and Joint Ventures, the dilution in the Group's share of ZPG has been treated as a deemed disposal. The carrying value of the investment has increased resulting in a gain on dilution.

 

(iii)

During the prior period, the Group increased its interests in Dailymail.com Australia Pty Ltd in the dmg media segment and The Petrochemical Standard Inc. in the dmg information segment. In each instance the Group obtained control and in accordance with IFRS 3, Business Combinations, the difference between the fair value of these investments and their carrying value at the date control passed to the Group has been treated as a (loss)/gain during the relevant period.

 

(iv)

In the prior period, this relates to the disposal of the Group's 38.7% equity stake in Local World Holdings Ltd, held by the dmg media segment.

 

DMGT plc

For the 6 months ended 31 March 2017

 

NOTES

5

Investment revenue

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

£m

£m

£m

Dividend income

 0.1

-

-

Interest receivable from short-term deposits

 0.7

0.2

0.4

Interest receivable on loan notes

 0.8

0.7

1.8

 1.6

0.9

2.2

 

6

Net finance costs

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Note

£m

£m

£m

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

(19.7)

(17.9)

(37.5)

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

(1.4)

(0.7)

(1.5)

Finance charge on defined benefit pension schemes

(2.5)

(2.4)

(4.6)

Change in fair value of derivative hedge of bond

(1.0)

1.7

2.3

Change in fair value of hedged portion of bond

 1.0

(1.7)

(2.3)

Finance charge on discounting of contingent consideration payable

17, (i)

(0.1)

(0.2)

(0.1)

Fair value movement of undesignated financial instruments

-

(4.1)

(5.4)

Finance costs

(23.7)

(25.3)

(49.1)

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

0.4

-

-

Fair value movement of contingent consideration payable

17, (i)

15.9

4.3

12.3

Fair value movement of undesignated financial instruments

 7.2

-

-

Change in present value of acquisition put options

5.7

10.0

15.0

Finance income

29.2

14.3

27.3

Net finance costs

5.5

(11.0)

(21.8)

 

(i)

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 Income Statement.

 

The finance income/charge on the discounting of contingent consideration arises from the unwinding of the discount following the requirement under IFRS 3, Business Combinations, to record contingent consideration at fair value using a discounted cash flow approach.

 

7

Tax

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Note

£m

£m

£m

The charge on the profit for the period consists of:

UK tax

Corporation tax at 19.5% (2016 20.0%)

(0.4)

(1.1)

(0.6)

Adjustments in respect of prior years

-

(1.9)

(1.9)

(0.4)

(3.0)

(2.5)

Overseas tax

Corporation tax

(1.2)

(6.4)

(33.0)

Adjustments in respect of prior years

0.2

(1.6)

0.8

(1.0)

(8.0)

(32.2)

Total current tax

(1.4)

(11.0)

(34.7)

Deferred tax

Origination and reversals of temporary differences

(12.5)

(7.5)

(12.0)

Adjustments in respect of prior years

-

10.0

14.0

Total deferred tax

(12.5)

2.5

2.0

Total tax charge

(13.9)

(8.5)

(32.7)

Tax credit relating to discontinued operations

20

 4.0

6.0

12.8

(9.9)

(2.5)

(19.9)

 

In the March 2016 Budget the UK Government announced that plans to introduce new rules with effect from 1 April 2017 which would restrict the deductibility of net interest costs and the amount of tax losses that can be offset against taxable profits to 50% of those losses. As the proposed changes have not been substantively enacted at the balance sheet date their effects are not included in these interim financial statements. It is likely, however, that the overall effect of the changes, if they had been substantively enacted by the balance sheet date, would be to reduce deferred tax assets and increase the deferred tax expense for the period by £3.0 million. It is possible that any change in government post the 8 June 2017 election may make changes to these new rules, or may decide not to introduce them.

 

Adjusted tax on profits before amortisation and impairment of intangible assets, restructuring costs and non-recurring items (adjusted tax charge) amounted to a charge of £15.4 million (2016 £19.2 million) and the resulting effective rate is 14.6% (2016 14.8%). The differences between the tax charge and the adjusted tax charge are shown in the reconciliation below:

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

£m

£m

£m

Total tax charge on the profit for the year

(13.9)

(8.5)

(32.7)

Share of tax in joint ventures and associates

(0.3)

(1.7)

(2.5)

Deferred tax on intangible assets

(7.5)

(6.1)

(12.0)

Reassessment of temporary differences

12.7

-

24.0

Tax on other adjusting items

(6.4)

(2.9)

(14.2)

Adjusted tax charge on the profit for the year

(15.4)

(19.2)

(37.4)

 

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 ever crystallise on a sale of the relevant businesses, which is not anticipated at the current time, and such a sale, being an exceptional item, would result in an exceptional tax impact.

 

Reassessment of temporary differences includes a net charge of £11.4 million (2016 £nil) relating to the derecognition of overseas tax losses and a charge of £1.3 million (2016 £nil) relating to the the derecognition of UK tax losses which are treated as exceptional due to their distortive impact on the Group's adjusted tax charge.

 

Uncertain tax positions

At 31 March 2017 the Group's 49.9% associate, Euromoney held provisions for uncertain tax of £11.7 million (30 September 2016 £12.5 million) relating to permanent establishment risk and challenges by tax authorities. The maximum potential additional exposure to Euromoney in relation to challenges by tax authorities not provided for is approximately £29.0 million if all cases were to be settled at their maximum potential liability. These additional exposures include challenges by: the Canadian Revenue Agency on a foreign currency trade in 2009, which has a maximum exposure of £21.0 million; and the UK's HMRC on a share-for-share exchange with Euromoney's investment in Dealogic, which has a maximum exposure of £11.0 million of which £2.8 million has been provided. Euromoney considers each uncertain tax matter on the technical merits of the case law, taking into account all relevant evidence, including the known attitude of tax authorities in making an assessment of the likelihood a matter will crystallise. Euromoney's provisions for uncertain tax are calculated using their directors' best estimate of the single most likely cash flow for each issue.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

8

Dividends paid

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Audited year ended

30 September 2016

Pence per share

£m

Pence per share

£m

Pence per share

£m

Amounts recognisable as distributions to equity holders in the period

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

15.3

3.0

-

-

-

-

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

15.3

 50.9

-

-

-

-

Ordinary Shares - final dividend for the year ended 30 September 2015

-

-

14.9

 3.0

14.9

3.0

A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2015

-

-

14.9

49.7

14.9

49.7

 53.9

52.7

52.7

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

-

-

-

-

6.7

1.3

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

-

-

-

-

6.7

22.4

-

-

23.7

 53.9

52.7

76.4

 

The Board has declared an interim dividend of 6.9 p per Ordinary / A Ordinary Non-Voting share (2016 6.7 p) which will absorb an estimated £24.4 million (2016 £23.7 million) of shareholders' equity for which no liability has been recognised in these financial statements. It will be paid on 30 June 2017 to shareholders on the register at the close of business on 9 June 2017.

 

9

Adjusted profit

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Note

£m

£m

£m

Profit before tax - continuing operations

40.9

171.5

201.7

Profit before tax - discontinued operations

20

14.0

23.4

45.2

Profit on disposal of discontinued operations including recycled cumulative translation differences

20

509.3

-

-

Adjust for:

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

25.5

22.9

51.5

Impairment of goodwill and intangible assets arising on business combinations

-

13.0

53.6

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

13.7

-

-

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

55.3

11.8

54.7

Share of exceptional operating costs of joint ventures and associates

 2.6

1.8

3.5

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

(1.2)

-

-

Impairment of carrying value of joint ventures and associates

 0.3

0.1

1.5

Other gains and losses:

Impairment of available-for-sale assets

 0.5

-

-

Profit on disposal of property, plant and equipment

-

(0.5)

(0.5)

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

(19.6)

(109.4)

(137.4)

Profit on disposal of discontinued operations including recycled cumulative translation differences

20

(509.3)

-

-

Finance costs:

Finance charge on defined benefit pension schemes

 2.5

2.4

4.6

Fair value movements including share of joint ventures and associates

(i)

(29.4)

(9.4)

(21.3)

Tax:

Share of tax in joint ventures and associates

0.3

1.7

2.5

Adjusted profit before tax and non-controlling interests

105.4

129.3

259.6

Total tax charge on the profit for the year

(13.9)

(8.5)

(32.7)

Adjust for:

Share of tax in joint ventures and associates

(0.3)

(1.7)

(2.5)

Deferred tax on intangible assets

(7.5)

(6.1)

(12.0)

Reassessment of temporary differences

12.7

-

24.0

Tax on other adjusting items

(6.4)

(2.9)

(14.2)

Non-controlling interests

(ii)

(3.2)

(11.5)

(24.4)

Adjusted profit after taxation and non-controlling interests

86.8

98.6

197.8

 

(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 £3.2million (2016 £11.5 million) is stated after eliminating a credit of £2.4 million (2016 £6.8 million), being the non-controlling interests' share of adjusting items.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

10

Earnings per share

 

Basic earnings per share of 155.8 p (2016 51.3 p) and diluted earnings per share of 153.3 p (2016 50.1 p) are calculated, in accordance with IAS 33, Earnings per share, on Group profit for the financial period of £30.2 million (2016 £164.3 million) as adjusted for the effect of dilutive ordinary shares of £0.1 million (2016 £0.1 million) and earnings from discontinued operations of £519.3 million (2016 £17.4 million) and on the weighted average number of ordinary shares in issue during the period, as set out below.

 

As in previous periods, adjusted earnings per share have also been disclosed since the Directors consider that this alternative measure gives a more comparable indication of the Group's underlying trading performance. Adjusted earnings per share of 24.6 p (2016 27.9 p) are calculated on profit for continuing and discontinued operations before exceptional operating costs, impairment of goodwill and intangible assets, amortisation of intangible assets arising on business combinations, other gains and losses and exceptional financing costs after taxation and non-controlling interests associated with those profits, of £86.8 million (2016 £98.6 million), as set out in note 9 above, and on the basic weighted average number of ordinary shares in issue during the period.

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Diluted earnings

Diluted earnings

Diluted earnings

Basic earnings

Basic earnings

Basic earnings

£m

£m

£m

£m

£m

£m

Earnings from continuing operations

30.2

164.3

171.8

30.2

 164.3

171.8

Effect of dilutive Ordinary Shares

(0.1)

(0.1)

(0.9)

-

-

-

Earnings from discontinued operations

519.3

 17.4

32.4

519.3

17.4

32.4

549.4

181.6

 203.3

549.5

 181.7

204.2

Adjusted earnings from continuing and discontinued operations

86.8

98.6

197.8

86.8

98.6

197.8

Effect of dilutive Ordinary Shares

(0.1)

(0.1)

(0.9)

-

-

-

86.7

 98.5

 196.9

86.8

98.6

197.8

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Diluted

Diluted

Diluted

Basic

Basic

Basic

pence

pence

pence

pence

pence

pence

per share

per share

per share

per share

per share

per share

Earnings per share from continuing operations

 8.4

45.3

47.6

 8.6

46.4

48.6

Effect of dilutive Ordinary Shares

-

-

(0.2)

-

-

-

Earnings per share from discontinued operations

144.9

4.8

9.0

147.2

4.9

9.2

Earnings per share from continuing and discontinued operations

153.3

50.1

56.4

155.8

51.3

57.8

Adjusted earnings per share from continuing and discontinued operations

24.2

 27.2

54.9

24.6

27.9

56.0

Effect of dilutive Ordinary Shares

-

-

(0.2)

-

-

-

Adjusted earnings per share from continuing and discontinued operations

24.2

 27.2

54.7

24.6

27.9

56.0

 

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 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

Number m

Number m

Number m

Number of Ordinary Shares in issue

362.1

 362.7

362.4

Own shares held

(9.4)

(8.7)

(9.0)

Basic earnings per share denominator

352.7

 354.0

353.4

Effect of dilutive share options

 5.8

8.7

7.2

Dilutive earnings per share denominator

358.5

 362.7

360.6

 

11

Goodwill and other intangible assets

 

Goodwill

Other Intangibles

Note

£m

£m

Cost

At 30 September 2015

966.3

944.4

Additions from business combinations

18

11.4

11.1

Other additions

-

3.8

Internally generated

-

26.4

Disposals

-

(2.2)

Classified as held-for-sale

(5.6)

-

Adjustment in respect of prior year acquisition

(3.0)

-

Exchange adjustment

28.9

31.2

At 31 March

2016

998.0

1,014.7

At 30 September 2015

966.3

944.4

Additions from business combinations

-

40.0

Other additions

39.1

3.0

Internally generated

-

58.3

Disposals

(7.1)

(5.1)

Classified as held-for-sale

(14.7)

(4.6)

Exchange adjustment

90.3

102.5

At 30 September 2016

1,073.9

1,138.5

Additions from business combinations

18

-

0.2

Other additions

-

0.2

Internally generated

-

26.3

Disposals

(498.5)

(391.4)

Classified as held-for-sale

(20.5)

(6.1)

Reclassifications

-

(45.0)

Exchange adjustment

26.4

27.1

At 31 March

2017

581.3

749.8

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

11

Goodwill and other intangible assets continued

 

Goodwill

Other Intangibles

Note

£m

£m

Accumulated amortisation and impairment

At 30 September 2015

57.6

520.5

Amortisation

-

31.2

Impairment

12.9

0.1

Disposals

-

(1.2)

Exchange adjustment

0.4

15.1

At 31 March

2016

70.9

565.7

At 30 September 2015

57.6

520.5

Amortisation

-

69.9

Impairment

46.8

6.8

Disposals

(1.9)

(3.9)

Classified as held-for-sale

(10.7)

(4.3)

Exchange adjustment

0.5

50.3

At 30 September 2016

92.3

639.3

Amortisation

-

41.4

Disposals

19

(63.5)

(243.5)

Classified as held-for-sale

(20.5)

(6.1)

Reclassifications

-

(39.3)

Exchange adjustment

0.8

14.2

At 31 March

2017

9.1

406.0

Net book value - 30 September 2015

908.7

423.9

Net book value - 31 March 2016

927.1

449.0

Net book value - 30 September 2016

981.6

499.2

Net book value - 31 March 2017

572.2

343.8

 

The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Intangible assets, all of which have finite lives, are tested separately from goodwill only where impairment indicators exist. The total impairment charge recognised for the period was £nil. There was a £nil tax credit associated with this impairment charge.

 

When testing for impairment, the recoverable amounts for all of the Group's CGUs are measured at the higher of value in use and fair value less costs to sell. Value in use is calculated by discounting future expected cash flows. These calculations use cash flow projections based on management approved budgets and projections which reflect management's current experience and future expectations of the markets in which the CGU operates. Risk adjusted pre-tax discount rates used by the Group in its impairment tests range from 12.0% to 17.4% (2016 12.0% to 17.4%), the choice of rates depending on the risks specific to that CGU. The Group's estimate of the weighted average cost of capital is 8.0% (2016 9.5%). The cash flow projections consist of Board approved budgets for the following year, together with forecasts for up to five additional years and long-term growth rates beyond these periods. The long-term growth rates range between -3% and 3% (2016 1.5% and 7.0%) and vary with management's view of the CGU's market position, maturity of the relevant market and do not exceed the long-term average growth rate for the market in which the CGU operates.

 

The Group's carrying value of Genscape comprises goodwill of £195.5 million and intangible assets of £100.0 million. The recoverable amount of Genscape has been determined using the higher of a value in use calculation and estimated fair value less costs to sell in accordance with IAS 36. Using this methodology the recoverable amount is at least equivalent to the Group's total carrying value despite a weakening in Genscape's solar energy markets. This assessment is sensitive to small changes in the key assumptions used in this evaluation.

 

The Group's carrying value of Xceligent comprises goodwill of £12.4 million and intangible assets of £24.8 million. The recoverable amount of Xceligent has been determined using the higher of a value in use calculation and estimated fair value less costs to sell in accordance with IAS 36. Using this methodology the recoverable amount is at least equivalent to the Group's total carrying value. This is despite a continuation of our planned investment combined with uncertainty surrounding market response to the second half launch of Xceligent's New York product offering. This assessment is sensitive to small changes in the key assumptions used in this evaluation.

 

12

Property, plant and equipment and Investment property

During the period the Group spent £14.3 million (2016 £13.0 million) on property, plant and equipment and disposed certain of its property, plant and equipment with a carrying value of £nil (2016 £1.9 million) for proceeds of £0.1 million (2016 £1.1 million).

 

During the period the Group disposed of investment properties with a carrying value of £nil (2016 £nil) for proceeds of £nil (2016 £0.3 million).

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

13

EBITDA and cash generated by operations

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

Note

£m

£m

£m

Continuing operations

Adjusted operating profit

2

81.1

91.0

177.0

Non-exceptional depreciation charge

2

17.4

15.7

33.4

Amortisation of internally generated and acquired computer software

2

22.6

9.6

23.9

Operating profits from joint ventures and associates

3

25.5

9.3

18.6

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

 1.4

-

-

Dividend income

5

 0.1

-

-

Discontinued operations

Adjusted operating profit

20

19.3

46.8

100.0

Non-exceptional depreciation charge

20

 0.8

1.3

2.8

Amortisation of internally generated and acquired computer software

20

 0.9

1.5

3.7

Share of profits from operations of joint ventures and associates

20

 0.8

1.7

4.3

EBITDA

169.9

 176.9

363.7

Adjustments for:

Share-based payments

 1.0

6.6

16.0

Loss on disposal of property, plant and equipment

-

1.0

0.4

Pension charge less than cash contributions

2

-

(0.6)

(0.9)

Share of profits from joint ventures and associates

3, 20

(26.3)

(11.0)

(22.9)

Exceptional operating costs

2

(20.0)

(11.6)

(54.5)

Dividend income

5

(0.1)

-

-

Share of depreciation charge of joint ventures and associates

(1.4)

-

-

Decrease in inventories

5.9

10.6

4.2

(Increase)/decrease in trade and other receivables

(10.0)

2.3

(11.2)

(Decrease)/increase in trade and other payables

(45.3)

(76.2)

2.6

Increase/(decrease) in provisions

0.7

(3.9)

(2.4)

Additional payments into pension schemes

(13.1)

(33.4)

(34.0)

Cash generated by operations

61.3

60.7

261.0

 

14

Analysis of net debt

The analysis of net debt below is calculated using period end exchange rates. The Group's bank facilities require net debt to be measured using average rates for the period, resulting in net debt for bank covenant purposes of £557.2 million (2016 £708.8 million).

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

£m

£m

£m

Net debt at start of period

(679.0)

(698.3)

(698.3)

Cash flow

129.8

(9.9)

43.0

Arising with acquisitions

-

(0.2)

(0.2)

Fair value hedging arrangements

1.0

(1.7)

(2.3)

Foreign exchange movements

(7.2)

(8.6)

(17.8)

Other non-cash movements

(1.8)

(1.4)

(3.4)

Net debt at period end before derivatives and collateral

(557.2)

(720.1)

(679.0)

Analysed as:

Cash and cash equivalents

13.3

20.7

25.7

Cash and cash equivalents included within assets held for resale

-

0.3

-

13.3

21.0

25.7

Bank overdrafts

(6.3)

-

(8.2)

Cash and cash equivalents in the Condensed Consolidated Cash Flow Statement

 7.0

21.0

17.5

Debt due within one year:

Loan notes

(2.0)

(2.5)

(2.4)

Finance lease obligations

(0.5)

(0.4)

(0.4)

Debt due in more than one year:

Bonds

(425.8)

(423.3)

(425.3)

Bank loans

(135.2)

(314.7)

(267.7)

Finance lease obligations

(0.7)

(0.2)

(0.7)

Net debt at period end before derivatives and collateral

(557.2)

(720.1)

(679.0)

Effect of derivatives on bank loans

(15.2)

(0.7)

(16.8)

Collateral deposits

21.3

1.9

17.1

Net debt including derivatives and collateral - closing rate

(551.1)

(718.9)

(678.7)

Net debt including derivatives and collateral - average rate

(557.2)

(708.8)

(643.9)

 

The net cash inflow of £129.8 million (2016 outflow £9.9 million) includes a cash outflow of £26.6 million (2016 £9.5 million) in respect of operating exceptional items.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

15

Borrowings

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

£m

£m

£m

Current liabilities

Bank overdrafts

 6.3

-

8.2

Loan notes

 2.0

2.5

2.4

Finance lease obligations

 0.5

0.4

0.4

8.8

2.9

11.0

Non-current liabilities

Bonds

425.8

423.3

425.3

Bank loans

135.2

314.7

267.7

Finance lease obligations

 0.7

0.2

0.7

561.7

738.2

693.7

 

16

Bank borrowings

The Group's total committed bank facilities amount to £637.9 million. Of these facilities £195.0 million are denominated in Sterling and £442.9 million (US$558.0 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. Additionally each facility contains a covenant based on a minimum interest cover ratio. EBITDA for these purposes is defined as the aggregate of the Group's consolidated operating profit including share of results of joint ventures and associates before deducting depreciation, amortisation and impairment of intangible assets, impairment of goodwill, before exceptional items and before interest and finance charges and is calculated in Note 13 above. These covenants were met at the relevant test dates during the period.

 

The limit imposed by the Group's bank covenants is at least 3.0 times EBITDA to net interest. The actual ratio for the year ended 31 March 2017 was 8.9 times (31 March 2016 9.2 times, 30 September 2016 9.4 times).

 

The Group's internal target of Net Debt to EBITDA cover is no greater than 2.0 times whilst the limit imposed by its bank covenants is no greater than 3.75 times. The bank covenant ratio uses the average exchange rate in the calculation of net debt. On a bank covenant basis, using average exchange rates to calculate net debt and EBITDA, the Group's net debt to EBITDA ratio as at 31 March 2017 was 1.56 times (31 March 2016 1.95 times, 30 September 2016 1.77 times).

 

The Group's committed bank facilities and their maturity dates are as follows:

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

£m

£m

£m

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

637.9

-

-

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

-

 582.5

624.2

Total bank facilities

637.9

 582.5

624.2

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 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

£m

£m

£m

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

502.6

-

-

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

-

 287.2

366.5

Total undrawn committed bank facilities

502.6

 287.2

366.5

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

17

FINANCIAL ASSETS AND LIABILITIES

 

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

 

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Unaudited at 31 March 2017

Level 1

Level 2

Level 3

Total

Note

£m

£m

£m

£m

Financial assets

Available-for-sale financial assets

-

-

8.2

8.2

Fair value through profit and loss

Derivative instruments not designated in hedge accounting relationships

-

 0.8

-

0.8

Provision for contingent consideration receivable

-

-

0.8

0.8

Derivative instruments in designated hedge accounting relationships

-

23.7

-

 23.7

-

24.5

9.0

 33.5

Financial liabilities

Fair value through profit and loss

Derivative instruments not designated in hedge accounting relationships

-

(19.4)

-

(19.4)

Provision for contingent consideration payable

-

-

(33.1)

(33.1)

Derivative instruments in designated hedge accounting relationships

-

(25.2)

-

(25.2)

-

(44.6)

(33.1)

(77.7)

Unaudited at 31 March 2016

Level 1

Level 2

Level 3

Total

£m

£m

£m

£m

Financial assets

Available-for-sale financial assets

-

-

14.2

14.2

Fair value through profit and loss

Derivative instruments not designated in hedge accounting relationships

-

 0.7

-

0.7

Provision for contingent consideration receivable

-

-

5.8

5.8

Derivative instruments in designated hedge accounting relationships

-

24.4

-

24.4

-

25.1

20.0

45.1

Financial liabilities

Fair value through profit and loss

Derivative instruments not designated in hedge accounting relationships

-

(22.3)

-

(22.3)

Provision for contingent consideration payable

-

-

(53.9)

(53.9)

Derivative instruments in designated hedge accounting relationships

-

(18.2)

-

(18.2)

-

(40.5)

(53.9)

(94.4)

Audited at 30 September 2016

Level 1

Level 2

Level 3

Total

£m

£m

£m

£m

Financial assets

Available-for-sale financial assets

-

-

15.8

15.8

Fair value through profit and loss

Derivative instruments not designated in hedge accounting relationships

-

 0.4

-

0.4

Option over equity instrument

-

-

7.1

7.1

Provision for contingent consideration receivable

-

-

1.4

1.4

Derivative instruments in designated hedge accounting relationships

-

21.2

-

21.2

-

21.6

24.3

45.9

Financial liabilities

Fair value through profit and loss

Currency derivatives held for trading

Derivative instruments not designated in hedge accounting relationships

-

(23.5)

-

(23.5)

Provision for contingent consideration payable

-

-

(52.6)

(52.6)

Derivative instruments in designated hedge accounting relationships

-

(35.3)

-

(35.3)

-

(58.8)

(52.6)

(111.4)

 

There were no transfers between categories in the period.

 

The key inputs into the significant level 3 financial liabilities are the future profitability of the businesses to which the contingent consideration relates and the discount rate. The range of possible outcomes for the fair value of these options is £1.2 million to £308.4 million (2016 £1.3 million to £374.4 million).

 

A one percentage point increase or decrease in the growth rate used in estimating the expected profits, results in the contingent consideration liability at 31 March 2017 increasing or decreasing by £0.5 million and £0.5 million respectively (2016 £0.6 million and £0.6 million) with the corresponding change in value at 31 March 2017 charged or credited to the Income Statement in future periods.

 

The rates used to discount contingent consideration range from 0.0% to 0.3% (2016 0.3% to 3.0%). A one percentage point increase or decrease in the discount rate used to discount the expected gross value of payments, results in the contingnent consideration liability at 31 March 2017 decreasing or increasing by £1.3 million and £0.3 million respectively (2016 £1.5 million and £1.3 million), with the corresponding change in value at 31 March 2017 credited or charged to the Income Statement in future periods.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

17

FINANCIAL ASSETS AND LIABILITIES (Continued)

Reconciliation of level 3 fair value measurement of financial liabilities:

 

Note

£m

Audited at 30 September 2015

(54.3)

Cash paid to settle contingent consideration in respect of acquisitions

18

1.9

Change in fair value of contingent consideration in income

6

4.3

Finance charge on discounting of contingent consideration

6

(0.2)

Additions to contingent consideration

(3.1)

Exchange adjustment

(2.5)

Unaudited at 31 March 2016

(53.9)

Audited at 30 September 2015

(54.3)

Cash paid to settle contingent consideration in respect of acquisitions

18

0.3

Change in fair value of contingent consideration in income

6

12.3

Finance charge on discounting of contingent consideration

6

(0.1)

Additions to contingent consideration

(5.3)

Reclassification of amounts held in escrow

2.0

Exchange adjustment

(7.5)

Audited at 30 September 2016

(52.6)

Cash paid to settle contingent consideration in respect of acquisitions

18

5.5

Change in fair value of contingent consideration in income

6

15.9

Finance charge on discounting of contingent consideration

6

(0.1)

Exchange adjustment

(1.8)

Unaudited at 31 March 2017

(33.1)

 

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

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

Carrying

 value

Carrying

 value

Carrying

 value

Note

£m

£m

£m

Trade receivables

192.5

193.6

237.1

Other receivables

20.8

32.1

32.2

Other financial assets

(i), (ii)

35.0

23.1

38.1

Cash and cash equivalents

13.3

20.7

25.7

Loans and receivables

261.6

269.5

333.1

Trade payables

(52.6)

(47.7)

(62.4)

Bank overdrafts

(6.3)

-

(8.2)

Bonds

(iii)

(425.8)

(423.3)

(425.3)

Bank loans

(135.2)

(314.7)

(267.7)

Loan notes

(2.0)

(2.5)

(2.4)

Amounts payable under finance leases

(1.2)

(0.6)

(1.1)

Liabilities at amortised cost

(623.1)

(788.8)

(767.1)

Acquisition put option commitments

(10.2)

(44.6)

(44.8)

Interest rate swaps

(19.4)

-

(23.5)

Derivative liabilities not designated as hedging instruments

(29.6)

(44.6)

(68.3)

 

(i)

Includes 10% fixed rate unsecured loan notes, repayable 31 December 2025 with a carrying value of £13.6 million (2016 £20.5 million). The loan notes were issued to the Group during the prior period by Excalibur Debtco Ltd as consideration for the disposal of Wowcher Ltd (note 19).

 

(ii)

The Group deposits collateral with counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives Association) Master Agreement. At 31 March 2017, other financial sets includes £21.3 million of collateral deposits (2016 £1.9 million). This represents cash that cannot be readily used in the Group's operations.

 

(iii)

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

 

Unaudited at 31 March 2017

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Unaudited at 31 March 2016

Audited at 30 September 2016

Audited at 30 September 2016

Maturity Coupon %

Fair value

Carrying

 value

Fair value

Carrying

 value

Fair value

Carrying

 value

£m

£m

£m

£m

£m

£m

20185.75

233.8

214.8

236.8

212.5

237.4

214.1

2021 10.00

9.3

10.8

9.4

10.4

9.6

9.5

2027 6.375

243.2

200.2

237.8

200.4

251.5

201.7

486.3

425.8

484.0

423.3

498.5

425.3

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

18

Summary of the effects of acquisitions

 

In February 2017, the dmg events segment acquired 100% of the assets relating to the Coatings for Africa Symposium and Expo (CFA) for total consideration of ZAR 3.4 million (£0.2 million). The Coatings for Africa Show is a biennial trade show held in Johannesburg, South Africa for paints, wallpaper and lacquer industry sectors.

 

CFA 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 2017.

 

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

 

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

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

Note

£m

£m

£m

Cash consideration

 0.2

17.7

37.4

Cash paid to settle contingent consideration in respect of acquisitions

17

 5.5

1.9

0.3

Cash paid to settle acquisition put options

18.2

-

-

Cash and cash equivalents acquired with subsidiaries

-

(3.4)

(8.2)

23.9

16.2

29.5

 

Purchase of additional shares in controlled entities

During the period, the Group acquired additional shares in controlled entities for cash consideration of £2.1 million (2016 £0.2 million). Under the Group's accounting policy for the acquisition of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Consolidated Statement of Financial Position. The difference between the cost of the additional shares and the carrying value of the non-controlling interests' share of net assets is adjusted in retained earnings. The adjustment to retained earnings in the period was a charge of £0.3 million (2016 £4.8 million).

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

£m

£m

£m

Cash consideration

 2.1

0.2

0.2

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

19

Summary of the effects of disposals

 

In December 2016, the Group announced its intention to reduce its holding in Euromoney Institutional Investor PLC (Euromoney) by the sale of approximately 32.3 million shares. The sale comprised two parts: (i) a placing and (ii) a buy-back by Euromoney and subsequent cancellation of the bought back shares. The effect of the sale was to reduce the Group's holding from 67.9% of Euromoney's issued share capital to 49.9% after which Euromoney ceased to be a subsidiary and is accounted for as an associate.

 

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

 

In February 2017, the dmg information segment disposed of the assets in Beat the GMAT (BTG) for consideration of $0.3 million (£0.3 million).

 

The net assets disposed were as follows:

 

Euromoney

BTG

Sub total

Prior year assets held for sale disposed in current year

Adjustment on sale of assets held for sale in current year

Total

£m

£m

£m

£m

£m

£m

Goodwill

433.8

1.2

435.0

4.0

-

439.0

Intangible assets

147.7

0.2

147.9

-

-

147.9

Property, plant and equipment

12.7

-

12.7

-

-

12.7

Investments in joint ventures

0.2

-

0.2

-

-

0.2

Investments in associates

29.8

-

29.8

-

-

29.8

Available-for-sale investments

5.8

-

5.8

-

-

5.8

Trade and other receivables

141.2

0.1

141.3

0.2

0.2

141.7

Derivative financial assets

0.4

-

0.4

-

-

0.4

Cash and cash equivalents

32.0

-

32.0

-

-

32.0

Trade and other payables

(246.2)

-

(246.2)

(4.4)

0.5

(250.1)

Current tax payable

(11.9)

-

(11.9)

-

-

(11.9)

Derivative financial liabilities

(9.9)

-

(9.9)

-

-

(9.9)

Retirement benefit obligations

(1.1)

-

(1.1)

-

-

(1.1)

Provisions

(3.4)

-

(3.4)

-

-

(3.4)

Deferred tax liabilities

(10.6)

-

(10.6)

-

-

(10.6)

Treasury shares

14.1

-

14.1

-

-

14.1

Net assets disposed

534.6

1.5

536.1

(0.2)

0.7

536.6

Non-controlling interest share of net assets disposed

(171.1)

-

(171.1)

-

-

(171.1)

Gain on remeasurement of retained interest in Euromoney

357.4

-

357.4

-

-

357.4

Profit/(loss) on sale of businesses including recycled cumulative exchange differences

151.9

(1.2)

150.7

-

2.4

154.9

872.8

0.3

873.1

(0.2)

3.1

877.8

Satisfied by:

Cash received

252.8

0.1

252.9

0.6

253.5

Directly attributable costs paid

(3.5)

(0.1)

(3.6)

(0.1)

(1.9)

Deferred consideration

-

0.3

0.3

2.4

2.7

Fair value of associate investment in Euromoney retained

613.1

-

613.1

-

613.1

Intercompany loan forgiven

64.5

-

64.5

-

64.5

Recycled cumulative translation differences

(54.1)

-

(54.1)

-

(54.1)

872.8

0.3

873.1

2.9

877.8

 

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

 

The Group's tax charge includes £nil in relation to these disposals.

 

In addition, the Group's interest in Euromoney, before Euromoney ceased to be a subsidiary undertaking, was diluted during the period by 0.1%. Under the Group's accounting policy for the disposal of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Condensed Consolidated Statement of Financial Position. The difference between the Group's share of net assets before and after this dilution is adjusted in retained earnings. The adjustment to retained earnings in the period was a charge of £0.3 million (2016 £0.1 million).

 

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

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

£m

£m

£m

Cash consideration net of disposal costs

249.8

28.1

39.5

Cash and cash equivalents disposed with subsidiaries

(32.0)

-

-

217.8

28.1

39.5

 

Proceeds from redemption of preference share capital

During the prior period the Group received £14.4 million relating to preference share capital following the prior year sale of Capital DATA Ltd in the Euromoney segment.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

20

Discontinued operations

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

 

Unaudited 6 months ended

31 March 2017

Unaudited 6 months ended

31 March 2016

Audited year ended

30 September 2016

£m

£m

£m

Revenue

95.2

 194.2

403.1

Expenses

(74.2)

(144.6)

(296.6)

Depreciation

(0.8)

(1.3)

(2.8)

Amortisation of intangible assets not arising on business combinations

(0.9)

(1.5)

(3.7)

Adjusted operating profit

19.3

46.8

100.0

Exceptional operating costs

(0.9)

-

(12.9)

Impairment of goodwill and intangible assets

-

(12.9)

(28.7)

Amortisation of intangible assets arising on business combinations

(5.4)

(8.3)

(17.6)

Operating profit before share of results of joint ventures and associates

13.0

25.6

40.8

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

 0.8

1.7

4.3

Share of exceptional operating costs of associates

-

(0.3)

(0.4)

Share of impairment of intangibles arising on business combinations of associates

-

-

(0.1)

Share of amortisation of intangibles arising on business combinations of associates

(1.2)

(2.2)

(4.4)

Share of interest payable of associates

(0.6)

(1.0)

(2.1)

Share of tax in associates

 0.3

0.6

0.8

Total operating profit

12.3

24.4

38.9

Other gains and losses

 2.4

-

7.1

Profit before net finance costs and tax

14.7

24.4

46.0

Investment revenue

-

0.1

0.3

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

-

(0.3)

(0.5)

Change in present value of acquisition put options

(0.7)

(0.8)

(0.6)

Finance costs

(0.7)

(1.1)

(1.1)

Profit before tax

14.0

23.4

45.2

Tax charge

(4.0)

(6.0)

(12.8)

Profit after tax attributable to discontinued operations

10.0

17.4

32.4

Profit on disposal of discontinued operations

563.4

-

Recycled cumulative translation differences on disposal of discontinued operations

(54.1)

-

-

Profit attributable to discontinued operations

519.3

17.4

32.4

 

During the period as a subsidiary undertaking Euromoney generated £15.3 million (period ended 31 March 2016 £46.9 million, year ended 30 September 2016 £87.1 million) of the Group's net operating cash flows, paid £3.0 million (period ended 31 March 2016 received £11.5 million, year ended 30 September 2016 received £6.1 million) in respect of investing activities and paid £0.8 million (period ended 31 March 2016 £7.0 million, year ended 30 September 2016 £10.5 million) in respect of financing activities.

 

21

Total assets and liabilities of businesses held-for-sale

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

 

At 31 March 2016 assets and liabilities held-for-sale principally relate to Gulf Publishing Company Inc. and The Petroleum Economist Ltd in the Euromoney segment.

 

At 30 September 2016 assets and liabilities held-for-sale principally relate to Euromoney Indices, HedgeFund Intelligence and the assets of II Searches, all within the Euromoney segment.

 

The main classes of assets and liabilities comprising the operations classified as held-for-sale are set out in the table below. They are recorded at their fair value with all losses taken to the Condensed Consolidated Income Statement.

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

£m

£m

£m

Goodwill

-

5.9

4.0

Intangible assets

-

-

0.3

Property, plant and equipment

-

0.1

-

Trade and other receivables

-

3.3

0.7

Cash and cash equivalents

-

0.3

-

Total assets associated with businesses held-for-sale

-

9.6

5.0

Trade and other payables

-

5.5

(5.5)

Provisions

-

(0.4)

-

Total liabilities associated with businesses held-for-sale

-

(5.9)

(5.5)

Net assets/(liabilities) of the disposal group

-

3.7

(0.5)

 

22

SHARE CAPITAL AND RESERVES

Share capital at 31 March 2017 amounted to £45.3 million (2016 £45.3 million).

 

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

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

 

At 31 March 2017 options were outstanding under the terms of the Company's 1997 and 2006 Executive Share Option Schemes, together with nil cost options, over a total of 1,450,866 (2016 2,468,942) A Ordinary Non-Voting shares.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

23

Retirement benefit obligations

 

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

 

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

 

The total net pension charge of the Group for the period ended 31 March 2017 was £9.9 million (2016 £11.7 million).

 

The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation at 31 March 2017. The assumptions used in the valuation are summarised below:

 

Unaudited at 31 March 2017

Unaudited at 31 March 2016

Audited at 30 September 2016

% pa

% pa

% pa

Price inflation

3.10

2.90

2.95

Salary increases

n/a

2.50

n/a

Pension increases

3.00

2.80

2.80

Discount rate

2.50

3.45

2.15

 

The net deficit as at the end of the period amounted to £43.0 million (At 30 September 2016 £246.0 million, at 31 March 2016 £85.4 million).

 

24

CONTINGENT LIABILITIES

The Group is exposed to libel claims in the ordinary course of business and vigorously defends against claims received. When received, the Group makes provision for the estimated costs to defend such claims and provides for any settlement costs when such an outcome is judged probable.

 

Four writs claiming damages for libel were issued in Malaysia against Euromoney, the Group's 49.9% associate, and three of Euromoney's employees in respect of an article published in one of the Company's magazines, International Commercial Litigation, in November 1995. The writs were served on Euromoney on October 22 1996. Two of these writs have been discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian Ringgit 83.1 million (£15.1 million). No provision has been made for these claims as the directors of Euromoney do not believe Euromoney has any material liability in respect of these writs.

 

In December 2016, CoStar Inc. (CoStar) filed a complaint in the Missouri Federal Court against Xceligent, Inc. (Xceligent), a subsidiary, asserting, inter alia, misuse by Xceligent of CoStar's intellectual property. Xceligent has filed a motion to dismiss on the basis that CoStar's actions are contrary to the FTC consent order which was put in place when Xceligent was spun out of CoStar's acquisition of LoopNet. The damages claimed have not been quantified. The Group has made no provision for any claim.

25

Ultimate holding company

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

 

26

Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The transactions between the Group and its joint ventures and associates are disclosed below.

 

Ultimate controlling party

RCL is a holding company incorporated in Bermuda. The main asset of RCL is its 100 % holding of DMGT Ordinary Shares. RCL has controlled the Company for many years and as such is its immediate parent Company. RCL is owned by a trust (the Trust) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust represents the ultimate controlling party of the Company. Both RCL and the Trust are administered in Jersey, in the Channel Islands. RCL and its directors, the Trust and its beneficiaries are related parties of the Company.

 

Transactions with Directors

There were no material transactions with Directors of the Company during the period, except for those relating to remuneration.

 

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

 

Transactions with joint ventures and associates

Daily Mail and General Holdings Ltd (DMGH) previously held a 38.7% shareholding in Local World Holdings Ltd which was sold to Trinity Mirror plc on 13 November 2015 for £73.0 million net of transaction costs. During the period prior to disposal, the Group received revenue of £nil (2016 £1.4 million) and incurred charges of £nil (2016 7.2 million). There were no balances outstanding at the end of the current or prior period.

 

DMGH has a 15.6% shareholding in The Press Association. During the period, the Group received services amounting to £1.2 million (2016 £1.3 million). The net amount due to The Press Association at 31 March 2017 was £0.2 million (2016 £0.1 million due from The Press Association).

 

In the prior period, Associated Newspapers Ltd (ANL) had a 12.5% shareholding in the Newspapers Licensing Agency (NLA) from which royalty revenue of £nil (2016 £1.5 million) was received. Commissions paid on this revenue amounted to £nil (2016 £0.3 million). There were no outstanding balances at the end of the current or prior period.

 

The Group has a 29.8% (2016 31.3%) shareholding in ZPG Plc (ZPG), an associate. During the period, the Group received a dividend of £4.8 million (2016 £3.3 million) from ZPG.

 

On 26 November 2015, the DMG Media Investments Ltd acquired a 23.9% stake in Excalibur Holdco Ltd (Excalibur), an associate. During the period, services provided to Excalibur amounted to £0.5 million (2016 £0.2 million). At 31 March 2017, amounts due from Excalibur amounted to £3.0 million (2016: £nil), together with loan notes of £13.6 million (2016 £20.5 million). The loan notes carry a coupon of 10% and £0.8 million (2016: £0.7 million) was outstanding in relation to this coupon at the period end.

 

During the period, Landmark Information Group Ltd (Landmark) charged management fees of £0.2 million (2016 £0.2 million) to Point X Ltd, a joint venture. Point X Ltd received royalty income from Landmark of £nil (2016 £0.1 million). At 31 March 2017, PointX Ltd owed £0.1 million (2016 £0.2 million) to Landmark.

 

In the prior period, DMGI Land and Property Europe Ltd (LPE Ltd) had a 30.0% (2015 30.0%) interest in Ochresoft Technologies Ltd (OTL), an associate. On 1 April 2016, the options to purchase the remaining shares became exercisable and the Group gained control. At 31 March 2017, OTL owed £nil (£0.8 million) to LPE Ltd.

 

Decision Insight Information Group (UK) Ltd (DIIG UK) has a 50.0% (2016 50.0%) interest in Decision First Ltd (DF), a joint venture. During the period, DIIG UK recharged costs to DF amounting to £0.1 million (2016 £0.1 million). There were no outstanding balances at the end of the current or prior period.

 

On-Geo GmbH (On-Geo) has a 50.0% (2016 50.0%) interest in HypoPort On-Geo GmbH (HypoPort), a joint venture. During the period, HypoPort made purchases from On-Geo amounting to £3.7 million (2016 £3.5 million). At 31 March 2017, £0.3 million (2016 £nil) was owed by HypoPort to On-Geo.

 

On-Geo previously had a 50.0% (2016 50.0%) interest in Instant Service GmbH (ISAG), a joint venture. On 1 April 2016 the options to purchase the remaining shares in ISAG became exercisable and the Group gained control. During the period, ISAG received revenues from On-Geo amounting to £nil (2016 £5.6 million).

 

In the prior year, Hobsons Inc (Hobsons) acquired a 50.0% stake in Knowlura, a joint venture, following the sale of Enrolment Management Solutions. Hobsons is obligated to fund Knowlura's working capital up to $1 million (£0.8 million). Interest is charged at 6.0% on the outstanding amount. During the period, Hobsons provided funding to Knowlura amounting to $1.0 million (£0.8 million) (2016 £nil) on which interest was charged. At 31 March 2017, Knowlura owed Hobsons $1.0 million (£0.8 million) (2016 £nil).

 

During the prior year, Hobsons contributed subscriptions on behalf of other dmg information businesses to Knowlura amounting to $0.5 million (£0.4 million). During the period, revenue of $0.3 million (£0.2 million) (2016 £nil) was recognised by Knowlura in relation to these subscriptions. At 31 March 2017, $0.2 million (£0.1 million) (2016 £nil) of deferred revenue was recognised by Knowlura in relation to these subscriptions.

 

AN Mauritius Ltd has a 26.0% (2016 26.0%) interest in Mail Today Newspapers Pte Ltd, a joint venture. During the period, additional share capital of £nil (2016 £0.2 million) was invested in Mail Today Newspapers Pte Ltd.

 

ANL holds a 50.0% (2016 50.0%) shareholding in Artirix Ltd, a joint venture. During the period, the Group provided services totalling £0.1 million (2016 £0.1 million). There were no outstanding balances at the end of the current or prior period.

 

ANL has a 50.0% (2016 50.0%) shareholding in Northprint Manchester Ltd, a joint venture. The net amount due to ANL of £5.8 million (2016 £5.8 million) has been fully provided.

 

DMG US Holdings Inc. has a 45.0% (2016 45.0%) shareholding in Truffle Pig LLC, an associate. £nil (2016 £0.2 million) of the funding advanced by DMG US Holdings Inc. during the prior year was outstanding at 31 March 2017.

 

Mail Media Inc has a 50% (2016 50%) shareholding in Daily Mail On Air, a joint venture. A £0.2 million loan advanced by Mail Media Inc during the prior year was outstanding at 31 March 2017.

 

The Group reduced its shareholding in its subsidiary Euromoney on 31 December 2016 to 49.9% and Euromoney is now treated as an associate. From 1 January 2017, insurance was recharged to Euromoney amounting to £0.1 million (2016 £nil). At 31 March 2017, £0.2 million (2016 £nil) was owed to the Group by Euromoney.

 

During the period, DMG World Media (2006) Ltd, a subsidiary recharged costs amounting to £0.1 million (2016 £nil) to BCA Research Inc. (BCA), a Euromoney subsidiary. At 31 March 2017, BCA owed £nil (2016 £nil) to DMG World Media (2006) Ltd.

 

DMGT plc

For the 6 months ended 31 March 2017

NOTES

Other related party disclosures

 

The Group recharges its principal pension schemes with costs of investment management fees. The total amount recharged during the period was £0.1 million (2016 £0.1 million).

 

At 31 March 2017, the Group owed £0.6 million (2016 £0.9 million) to the pension schemes which it operates. This amount comprised employees' and employer's contributions in respect of March 2017 payrolls which were paid to the pension schemes in April 2017.

 

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 £0.8 million (2016 £0.6 million). At 31 March 2017, the Harmsworth Pension Scheme was owed £nil (2016 £0.2 million) by the Group.

 

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 year totalled £5.4 million (2016 £5.4 million).

 

27

POST BALANCE SHEET EVENTS

In April 2017, the Group sold certain assets held within Elite Daily Inc. (Elite Daily) to BDG Media Inc. (BDG) for $2.75 million cash (£2.2 million), 1.5 million common stock shares in BDG (representing 2.5% of BDG's total equity) and a 4% loan note in BDG with principal value of $2.0 million (£1.6 million). Accordingly, the assets of Elite Daily have been included within Total Assets and Liabilities of Businesses Held for Sale (note 21).

 

Elite Daily contributed £3.9 million (2016 £5.0 million) to the Group's revenue for the 6 month period to 31 March 2017 and £3.6 million operating loss (2016 £3.7 million) to the Group's operating profit for the 6 month period to 31 March 2017.

 

 

 

 

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