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Preliminary Full Year Results

1 Dec 2016 07:00

RNS Number : 6358Q
Daily Mail & General Trust PLC
01 December 2016
 



 

1 December 2016

Daily Mail and General Trust plc ('DMGT')

Group unaudited preliminary results for the year ended 30 September 2016

 

DMGT delivers a resilient performance in challenging market conditions

 

Adjusted Results*

(from continuing and discontinued operations)

Statutory Results

2016

2015

 

Reported

Change~

Underlying#

Change~

2016

2015^

 

Revenue

£1,917m

 £1,845m

+4%

+0%

£1,917m

 £1,843m

Operating profit

 £277m

 £288m

-4%

-11%

 £129m

 £218m

Profit before tax

 £260m

 £281m

-7%

 £247m

 £216m

Earnings per share

56.0p

59.7p

-6%

57.8p

60.1p

Dividend per share

22.0p

21.4p

 

Preliminary Full Year Financial Highlights:

 

· Stable Group underlying# revenue performance; reported and statutory revenue growth of 4%

 

· Adjusted operating profit* down underlying 11%; operating margin of 14%

 

· Resilient performance from B2B; revenue up underlying 1% and adjusted profit down underlying 5%

 

· dmg media revenue down underlying 2%; adjusted profit down underlying 23%, reflecting increased digital investment alongside a resilient newspaper margin

 

· Adjusted profit before tax* of £260 million, down 7%; statutory PBT up 14%

 

· Adjusted earnings per share* down 6% to 56.0p, statutory EPS down 4% to 57.8p; full year dividend increased by 3% to 22.0p

 

· Net debt reduced by £23 million to £679 million; net debt:EBITDA ratio of 1.8; within preferred range

 

· DMGT's revised strategy focuses on improving operational execution, increasing the portfolio's focus and enhancing financial flexibility

 

· £37 million reorganisation and headcount reduction exceptional costs; £55 million total exceptional operating costs

Paul Zwillenberg, Chief Executive, said:

"DMGT's results reflect the ongoing resilience of the portfolio through varying market conditions. Revenues were supported by good organic growth in many of our B2B and consumer digital operations. This was balanced by challenging market conditions for print advertising, property information, energy and financial sectors.

 

Our focus has been on prudent financial and strategic management of DMGT's diversified portfolio. We have continued to invest in long-term growth opportunities across a variety of organic initiatives whilst making small bolt-on acquisitions, maintaining a strong balance sheet and continuing to deliver real dividend growth for our shareholders.

 

The significant organic and M&A investments made across the Group over the past few years have started to bear fruit. Alongside this we have been expanding MailOnline while our newspapers continue to outperform the market.

 

The Group has many strengths. It is a diversified portfolio of businesses that operate in high-potential markets with market-leading content and proprietary data. DMGT attracts and retains entrepreneurs and benefits from having a long-term perspective. There are also opportunities for improvement and DMGT's revised strategy is built around delivering the potential within our existing portfolio. We have established clear priorities to improve our operational execution, increase the portfolio's focus and enhance our financial flexibility. There is plenty to be done and I am confident that, over time, the revised strategy will reinvigorate DMGT's growth."

 

 

For further information

 

For analyst and institutional enquiries:

 

 

Stephen Daintith, Finance Director

+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

 Preliminary Results presentation

A presentation of the Preliminary Results will be given to investors and analysts at 9.30am on 1 December 2016, 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 at http://www.dmgt.com/webcastfy16.

 

Financial reporting calendar

The Group's next scheduled announcement of financial information is the first quarter trading update on 26 January 2017.

 

About DMGT

DMGT manages a balanced multinational portfolio of entrepreneurial companies, with total revenues of almost £2bn, that provide a diverse range of businesses and consumers with compelling information, analysis, insight, news and entertainment.

Notes

 

* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For reconciliations of statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 23 to 26. Adjusted revenue includes revenue from discontinued operations, specifically £3 million of revenue in FY 2015 from Evenbase, dmg media's digital recruitment business, which was disposed of.

 

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

 

# Underlying adjusted revenue or underlying adjusted operating profit* growth is on a like-for-like basis, adjusted for constant exchange rates, disposals, non-annual events occurring in the current and prior year and acquisitions; see pages 27 and 28. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions, excludes disposals and includes revenues from one-off sales of IP assets, consistent with prior years. For dmg events, the comparisons are between events held in the year and the same events held the previous time. For Euromoney, acquisitions and disposals are excluded and a biennial event that took place during the current year is also excluded. Euromoney's underlying profit excludes the benefit in FY 2015 of the release of the accrual, charged in FY 2014, for the CAP incentive plan. For dmg media, underlying comparisons exclude disposals, Wowcher and Evenbase, and include the year-on-year organic growth from acquisitions. dmg media's underlying growth rates also exclude the benefit of an additional 53rd week from the FY 2016 results. Underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.

 

^ The FY 2015 statutory highlights are for continuing operations only (excluding discontinued operations, namely dmg media's digital recruitment business, Evenbase), other than earnings per share which is the total statutory figure.

 

 

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

Management Report

5 - 41

Consolidated Income Statement

42

Consolidated Statement of Comprehensive Income

43

Consolidated Statement of Changes in Equity

44

Consolidated Statement of Financial Position

45 - 46

Consolidated Cash Flow Statement

47

Notes to the Condensed Consolidated Financial Statements

48 - 68

 

 

Management Report

This management report, on the unaudited preliminary results for the year ended 30 September 2016, 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.

 

An explanation of restructuring and impairment charges and other items included in the statutory results is set out after the divisional performance review and in the segmental note (Note 4). Reconciliations between the statutory and adjusted results for both FY 2016 and FY 2015, as well as supporting explanations, are set out on pages 23 to 26. The adjusted results are summarised below:

 

Adjusted results*

(from continuing and discontinued operations)

2016

£m

2015

£m

ReportedChange~

Revenue

1,917

1,845

+4%

Operating profit

277

288

-4%

Income from joint ventures and associates

23

33

-30%

Net finance costs

(40)

(40)

+0%

Profit before tax

260

281

-7%

Tax charge

(37)

(41)

+10%

Minority interest

(24)

(24)

-3%

Group profit

198

216

-8%

Adjusted earnings per share

56.0p

59.7p

-6%

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

 

Notes

* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For reconciliations of statutory operating profit and profit before tax to adjusted operating profit and profit before tax and supporting explanations, see pages 23 to 26. Adjusted revenue includes revenue from discontinued operations, specifically £3 million of revenue in FY 2015 from Evenbase, dmg media's digital recruitment business, which was disposed of.

 

# Underlying adjusted revenue or underlying adjusted operating profit* growth is on a like-for-like basis, adjusted for constant exchange rates, disposals, non-annual events occurring in the current and prior year and acquisitions; see pages 27 and 28. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions, excludes disposals and includes revenues from one-off sales of IP assets, consistent with prior years. For dmg events, the comparisons are between events held in the year and the same events held the previous time. For Euromoney, acquisitions and disposals are excluded and a biennial event that took place during the current year is also excluded. Euromoney's underlying profit excludes the benefit in FY 2015 of the release of the accrual, charged in FY 2014, for the CAP incentive plan. For dmg media, underlying comparisons exclude disposals, Wowcher and Evenbase, and include the year-on-year organic growth from acquisitions. dmg media's underlying growth rates also exclude the benefit of an additional 53rd week from the FY 2016 results. Underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.

 

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

 

The average £: US$ exchange rate for the year was £1:$1.42 (2015 £1:$1.54). The rate at the year end was $1.30 (2015: $1.51).

 

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

 

Summary

Group performance: DMGT has delivered a resilient performance in challenging market conditions. Group revenue for the year was £1,917 million, in line with the prior year on an underlying# basis. Revenue grew by 4% on a reported basis, from £1,845 million, including the benefit of the stronger US dollar relative to sterling and the occurrence of the Gastech event this year. Good underlying growth was delivered in digital advertising and subscriptions, offset by the revenue decline in print advertising. Due to improving revenue performances from Euromoney and dmg media, the Group delivered underlying growth of 1% in the second half of the year, following a 1% decline in the first half.

 

The revenue performance for our B2B businesses and our consumer business, dmg media, on a reported and underlying basis is summarised below.

 

Revenue growth

Year-on-year change

Reported

Underlying#

H1

H2

Year

H1

H2

Year

Group revenue

+3%

+5%

+4%

-1%

+1%

+0%

B2B

+8%

+9%

+9%

+1%

+2%

+1%

RMS

+6%

+14%

+10%

+1%

+2%

+1%

dmg information

+14%

+17%

+16%

+6%

+6%

+6%

dmg events

+24%

-8%

+12%

+5%

-4%

+2%

Euromoney

-2%

+2%

+0%

-6%

-2%

-4%

dmg media

-4%

-3%

-3%

-3%

-1%

-2%

 

Adjusted operating profit* declined by an underlying 11% to £277 million. The reduction was principally due to dmg media, which increased digital investment and suffered an underlying 12% decline in print advertising revenues, and to Euromoney, which saw revenues decline by an underlying 4%. Including the benefit of the stronger US dollar relative to sterling and the occurrence of Gastech, the reported decline in operating profit was 4%. The operating margin was 14%, compared to 16% in the prior year, and was adversely affected by lower margins at dmg media and Euromoney and by the impact of early-stage acquisitions and organic investment at dmg information.

 

The Group's B2B businesses, including allocated Corporate costs, grew adjusted operating profits by 4% on a reported basis, an underlying decline of 5%. dmg media's operating profits declined 20%, an underlying decrease of 23% and, including allocated Corporate costs, an underlying decline of 29%. B2B businesses generated 78% of this year's adjusted operating profit with 22% generated by consumer businesses, compared to 72% and 28% for the prior year. The shift reflects a continuation of the long-term trend of the growing significance of the B2B businesses. Over half of the Group's operating profits were derived from outside the UK, with 40% coming from North America.

 

Adjusted profit before tax* declined by 7% to £260 million. This reflects the decline in operating profit described above and a £10 million decline in income from joint ventures and associates, including a £17 million reduction in respect of Local World, following DMGT's disposal of its stake in November 2015. Finance charges, including DMGT's share of associates' interest costs, remained stable at £40 million. Adjusted Group profit after tax and minority interests* was down 8% to £198 million, reflecting the decline in profit before tax. Adjusted earnings per share* decreased by 6% to 56.0p. The full year dividend increased by 3% to 22.0p, in line with our dividend policy of delivering real dividend growth.

 

The statutory profit before tax for the year was £247 million after £96 million of amortisation and impairment charges in respect of goodwill and acquired intangible assets, £55 million of net exceptional charges, including £37 million of reorganisation costs, and £138m of net gains on disposals, notably Local World and Wowcher. Statutory profit after tax was £214 million and statutory earnings per share decreased from 60.1p to 57.8p.

 

Net debt: decreased by £23 million to £679 million despite £58 million of adverse debt revaluation, largely due to the US dollar strengthening over the course of the year. At the year end, the Group's net debt comprised £425 million of bonds, £268 million of bank borrowings, £3 million of loan notes and derivatives and a cash balance of £18 million. The Group's ratio of net debt to EBITDA was 1.8 times at the year end, below the Group's preferred upper limit of around 2.0 times and significantly below the requirements of the Group's bank covenants.

 

Active portfolio management: has continued throughout the year with acquisitions totalling £42 million and disposals totalling £128 million. Consistent with the past few years, the majority of acquisitions and investments were made by dmg information.

 

In the property information sector, ETSOS, a UK-based provider of conveyancing searches, was acquired in October 2015 and complements dmg information's existing European property information businesses, Landmark and SearchFlow. Codean, a data and cash flow analytics provider in the collateralised loan obligations market, was acquired by Trepp in May 2016. In education, Hobsons acquired PAR Framework, a provider of predictive models that improve student retention and graduation rates in US higher education institutions, in December 2015. Genscape, the energy information business, acquired GP Energy Management, a New York-based provider of energy management services to electricity and gas retailers and generators, in June 2016.

 

Exhibition Management Services which runs five events in Africa, was acquired by dmg events in March 2016, accelerating the division's expansion into the continent. In August 2016, Euromoney acquired FastMarkets, a business that extends Metal Bulletin's capabilities into real-time data delivery and which is expected to be an integral part of Euromoney's extensive portfolio of digital products. Daily Mail Australia became a wholly owned MailOnline business in February 2016, following the acquisition of the remaining 50% of the business not already owned by the Group.

 

Zoopla Property Group Plc, in which DMGT holds a c.31% stake, acquired Property Software Group, a provider of property software and workflow solutions to over 8,000 UK agency branches, in June 2016.

 

In April 2016, Euromoney sold its energy publishing businesses, Gulf Publishing Company and Petroleum Economist, in line with its strategy of actively managing its portfolio of assets. In November 2015, dmg media disposed of its online discount business, Wowcher, to a newly formed company, Excalibur, in which DMGT holds a c.30%† economic interest. Excalibur also acquired the UK and Ireland operations of LivingSocial, which was approximately half the size of Wowcher, and expects to realise synergies from the combined operations and databases. Also in November 2015, DMGT sold its 39% stake in Local World to Trinity Mirror.

 

Strategy

DMGT has undertaken significant M&A and disposal activity over the last few years and has also made substantial organic investments in several businesses. The Board and management teams are increasingly focused on delivering the potential within the DMGT portfolio. Following a strategic review, three key priorities have been identified.

 

Improving operational execution: the first priority will include enhanced performance management, instilling best practice through 'signature moves' and creating a faster, fitter and more agile organisation to improve efficiencies, leverage our scale and to enable faster decision making. Given the challenging market conditions facing certain businesses within the portfolio, reorganisation initiatives have been implemented to increase their resilience.

 

Increasing portfolio focus: the second priority is to increase the focus within the portfolio over time. There are benefits to spreading risk and DMGT will continue to have a diverse and balanced portfolio. There are advantages, however, to operating in fewer sectors, notably in respect of resource allocation and the implications for market share. We are undertaking a rigorous evaluation of all businesses in order to allocate resources according to individual business growth characteristics and funding requirements.

 

Enhancing our financial flexibility: the final priority is to enhance DMGT's financial flexibility in order to pursue a range of capital allocation opportunities. Cash flow is expected to progressively improve over time as our operational execution initiatives are implemented and returns on our organic investments are realised. In addition, our actions to increase the focus of the portfolio are likely to improve our financial flexibility. These actions will allow DMGT to invest in its market leading positions, both organically and inorganically, while also delivering increased shareholder returns.

 

Outlook

Group: we have entered the new financial year with our businesses performing in line with our expectations. Whilst certain of our B2B businesses continue to face challenging market conditions, overall we still expect to deliver underlying revenue growth for the B2B sector as a whole. On the consumer side, revenue progress will be largely dependent on the print advertising environment, balanced against further growth in digital areas, although a continued focus on cost efficiencies should provide margin stability for dmg media.

 

RMS: will continue to deliver both enhanced and completely new models during the coming year. Client adoption of the first RMS(one) application, Exposure Manager, is expected to increase and Risk Modeler, the second RMS(one) application, is scheduled to be released during the first half of the 2017 calendar year. The business commenced amortising the RMS(one) asset in August 2016 and has ceased capitalising RMS(one) development costs, resulting in a significant increase in operating costs, albeit with no associated cash flow impact. Given the limited incremental revenues from RMS(one) during FY 2017, the impact of client consolidation and the increase in the operating cost base, RMS is expected to deliver underlying revenue growth in the low-single digits and the margin is expected to be in the low-teens in FY 2017.

 

dmg information: is expected to continue to benefit from product innovation and strong customer demand. There is uncertainty in some of its markets, most notably UK property. Nevertheless, dmg information continues to target sustained growth through delivering on organic initiatives and successfully growing acquired businesses. Underlying revenue growth is expected to accelerate during the year and be in the high-single digits for the full year. The operating margin in FY 2017 is expected to be in the mid-teens, consistent with FY 2016, reflecting the continued investment in organic growth opportunities.

 

dmg events: is expected to benefit from a larger Gastech event, which will be held in Tokyo in April 2017. The market conditions facing energy events remain challenging, particularly in Canada, but the industry appears to be adjusting to lower, less volatile oil prices. The underlying revenue growth rate is expected to be in the high-single digits in FY 2017 and the operating margin is expected to be around 25%.

 

Euromoney: In the year ahead, Euromoney will continue to implement its new strategy of investing in its big themes, ensuring an effective operating model and continuing to actively manage the portfolio. The Euromoney Board does not expect markets to improve over the coming year and has built its plans for the business accordingly. As stated at Euromoney's Investor Day, the strategy would not change the trajectory of the business in FY 2016, that, subject to the usual caveats, the business expected to return to growth in FY 2018 and that FY 2017 would be a year of transition. This remains the case.

 

dmg media: is expected to deliver stable underlying revenues, in the -2% to +2% range, with cover price increases and digital advertising growth helping to offset circulation volume and print advertising declines. Reported results will be affected by the absence of the 53rd week, which contributed £12 million of revenue and £6 million of operating profit in FY 2016. The operating margin is, however, expected to remain broadly in line with the 11% achieved in FY 2016, with cost efficiencies helping to protect profitability.

 

Corporate costs: are expected to benefit from reorganisation initiatives and to be approximately £35 million, compared to £42 million in FY 2016.

 

Joint ventures and associates: are expected to benefit from Zoopla Property Group's continued growth but will continue to include losses from early stage businesses. The share of operating profits from joint ventures and associates in FY 2017 is expected to be approximately £25 million.

 

Net debt: the year end net debt:EBITDA ratio of 1.8 times is below our preferred upper limit of 2.0 times and the Board remains confident in the overall outlook for the Group and its operating cash flows. Net finance costs are expected to be around £40 million in FY 2017, broadly in line with FY 2016.

 

 

 

Business Review

 

Business to Business (B2B)

 

 

2016

£m

2015

£m

Reported

Change~

 

Underlying#

Change~

Revenue

1,212

1,115

+9%

+1%

Operating profit*

215

206

+4%

-5%

Operating margin*

18%

19%

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

 

Revenues from the B2B group totalled £1,212 million, up 1% on the prior year on an underlying basis and up 9% in absolute terms, including the benefit of the stronger US dollar. The underlying revenue growth from dmg information, dmg events and RMS was partially offset by Euromoney, which faced challenging markets. Operating profits, including allocated Group corporate costs, were £215 million and were down 5% on an underlying basis. The overall B2B operating margin declined to 18%, reflecting a reduced margin at Euromoney and the combined impact of the acquisition of early-stage businesses and organic investment on the dmg information margin.

 

 

Risk Management Solutions (RMS)

 

 

2016

£m

2015

£m

Reported

Change~

 

Underlying#

Change~

Revenue

205

187

+10%

+1%

Operating profit*

36

27

+36%

+14%

Operating margin*

18%

14%

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

 

RMS's revenues increased by 10% on a reported basis, including the benefit of the stronger US dollar, and by 1% on an underlying basis. The core modelling business experienced continuing demand for its subscription services, including the new high-definition models launched in the year, and overall renewal rates remained comfortably above 90%. This robust performance was achieved despite the continuing adverse impact of some consolidation within RMS's customer base.

 

There was a reduction in the capitalisation of RMS(one) development costs during the year but this was more than offset by cost savings elsewhere, notably in respect of employment costs. Adjusted operating profit increased by 36%, including the benefit of the stronger US dollar, and by 14% on an underlying basis. The operating margin was 18%, compared to 14% in FY 2015.

 

RMS continues to innovate in the catastrophe risk modelling market and delivered its broadest range of modelling solutions in FY 2016. RiskLink16 was released in June 2016, including a new Marine Cargo model, updates to the terrorism modelling suite and US flood hazard data. The industry's first data standard for cyber exposure was launched by RMS in February 2016, as part of new suite of cyber risk management tools. RMS released its first three high-definition models, Europe Inland Flood, Japan Typhoon and New Zealand Earthquake during FY 2016, improving the granularity and resolution available and providing higher quality information.

 

The development of the RMS(one) risk management platform continued during the year, with its first application, Exposure Manager, successfully released to clients in August 2016. The release marked the start of the amortisation of the RMS(one) asset and the cessation of capitalising RMS(one) development costs, although with no associated incremental cash flows. Staged releases of further applications of the RMS(one) suite of products and solutions are on track for FY 2017, namely Risk Modeler and Risk Enterprise. RMS expects clients to begin migrating from RiskLink to RMS(one) in FY 2017, supported by an open and flexible cloud technology framework.

 

Outlook for RMS

Given the continued consolidation in the re-insurance industry and the limited impact that RMS(one) is expected to have on short-term revenues, underlying revenue growth is expected to be in the low-single digits in FY 2017. There will be approximately £25 million of incremental operating expenses in FY 2017, albeit with no associated cash flow, due to a full year of amortisation of the RMS(one) asset and the cessation of capitalisation of RMS(one) development activities. Consequently the RMS operating margin is expected to be in the low-teens in FY 2017 and to increase in subsequent years.

 

 

dmg information

 

 

2016

£m

2015

£m

Reported

Change~

 

Underlying#

Change~

Revenue

498

430

+16%

+6%

Operating profit*

77

75

+3%

+6%

Operating margin*

15%

17%

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

 

dmg information continued to grow during the year with overall underlying revenues up 6%. The energy information business, Genscape, and the education business, Hobsons, both delivered double-digit underlying revenue growth. The property information businesses faced some challenging market conditions, notably in the UK, although overall they delivered a solid revenue performance. Reported revenues, including the benefit of the stronger US dollar, were up 16%. As expected, the operating margin declined to 15% due to organic investment and the impact of low-margin and loss-making acquisitions during 2015.

 

 

Property information

 

 

2016

£m

2015

£m

Reported

Change~

 

Underlying#

Change~

Revenue:

Property information - European

183

173

+6%

-1%

Property information - US

123

106

+16%

+5%

Total Revenue

307

280

+10%

+1%

Operating profit*

55

57

-2%

-8%

Operating margin*

18%

20%

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 grew underlying revenues by 1%. While there was continued good growth from most of the US businesses, the European businesses, Landmark and SearchFlow, were adversely affected by uncertainty in the UK residential market, particularly during the final quarter when mortgage approvals were 12% lower than the previous year. Landmark benefited from its initiatives to expand the business across the property value chain and continued to grow revenues whereas SearchFlow's revenues are more directly linked to UK property transaction volumes. Total revenues for the European property information businesses declined by 1% although increased by 6% on a reported basis including the benefit of ETSOS, the UK-based provider of conveyancing searches which was acquired in October 2015.

 

The five US-based property information businesses collectively delivered underlying revenue growth of 5%, despite declining volumes in the US commercial property market. The earlier stage businesses, Xceligent, SiteCompli and BuildFax, grew particularly well during the year. Xceligent, which is one of a small number of providers of fully researched US commercial property and listing information, increased its investment in the continued expansion of its coverage into more US cities, notably New York. Trepp also delivered double-digit underlying revenue growth. EDR's revenues are more closely related to transaction volumes and the business experienced a more challenging year with an underlying decline in revenues.

 

The combination of difficult market conditions facing the European property businesses and EDR and the increased investment in Xceligent and SiteCompli resulted in an 8% underlying decline in operating profit for the property information businesses as a whole.

 

Education and Energy information

 

 

2016

£m

2015

£m

Reported

Change~

 

Underlying#

Change~

Revenue:

Education - Hobsons

115

100

+15%

+13%

Energy - Genscape

76

49

+56%

+17%

Total Revenue

192

150

+27%

+15%

Operating profit*

21

18

+18%

+70%

Operating margin*

11%

12%

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 revenues and operating profit include the disposed of Lewtan business and dmg information's AgRisk business. Amounts are stated rounded to the nearest million pounds, consequently totals may not equal the sum of the component integers.

 

Hobsons' revenue of £115 million was up 15% on a reported basis, including the benefit of the stronger US dollar and the adverse impact of disposals, notably of its Australian publishing business in 2015. Underlying revenue growth was 13%, driven in particular by continued good performance from the K-12 business, notably Naviance, the career and college planning platform. There was also encouraging progress from the Starfish product, which helps higher education clients provide personalised support to their students and increase the likelihood of them successfully completing their course.

In December 2015, Hobsons acquired Predictive Analytics Reporting (PAR) Framework, which provides predictive models to US higher education institutions to improve student retention and graduation rates, complementing the Starfish business. In September 2016, Hobsons disposed of its US-based higher education enrolment management services (EMS) business to increase its focus on growth opportunities.

 

Genscape continued its strong revenue growth trajectory, providing real-time, fundamental production data and analysis in the electricity, oil, gas, solar, biofuels, marine shipping and water markets. Revenues increased by 17% on an underlying basis, with particularly good growth from its solar and natural gas products and by 56% on a reported basis, including the benefit of acquisitions and the stronger US dollar. The electricity, oil and maritime businesses delivered a more muted performance, reflecting the impact of low electricity prices and the challenging market conditions resulting from the low oil price. Genscape continued to pursue its long-term strategy of expanding products and services in existing energy and commodity markets as well as making inroads into new, adjacent sectors. Genscape also continued to invest in organic initiatives as well as seeking strategic bolt-on acquisitions. In June 2016, Genscape acquired GP Energy Management, a New York-based provider of energy management services to electricity and gas retailers and generators.

 

Operating profit grew by 18% but was adversely affected by disposals, notably Hobsons' US EMS business and, in 2015, its Australian publishing business. The acquisition of early-stage loss making businesses during the second half of the prior year also dampened the reported growth in profits. Excluding the impact of acquisitions and disposals and excluding the benefit of the stronger US dollar, operating profits grew by 70% on an underlying basis, albeit off a low base.

 

Outlook for dmg information

dmg information expects to continue to benefit from new product initiatives and strong customer demand. There is uncertainty in some of its markets, most notably UK property. Nevertheless, dmg information continues to target sustained growth through delivering on organic initiatives and successfully growing acquired businesses. Underlying revenue growth is expected to accelerate during the year and be in the high-single digits for the full year. The operating margin in FY 2017 is expected to be in the mid-teens, consistent with FY 2016, reflecting the continued investment in organic growth opportunities.

 

 

dmg events

 

 

 

2016

£m

2015

£m

Reported

Change~

 

Underlying#

Change~

Revenue

105

95

+12%

+2%

Operating profit*

29

20

+44%

-6%

Operating margin*

28%

21%

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

 

dmg events had another year of growth despite challenging conditions in the energy market as a consequence of the low oil price, notably for Canadian based events. Revenues increased by 2% on an underlying basis and by 12% in absolute terms. Reported revenue growth benefitted from the occurrence of Gastech, which was previously held in March 2014, and the stronger US dollar but was adversely affected by the disposal of the digital marketing events business, which occurred in September 2015. Across our three largest shows, the Big 5 Dubai construction event performed particularly strongly and, in the energy sector, ADIPEC delivered revenue growth whilst Gastech's revenues were at a similar level to the previous event. The Global Petroleum Show, however, experienced declining revenues reflecting the tough conditions in the Canadian oil and gas sector.

 

The business continued to launch spin-off events, including the Windows and Doors show in Dubai which helped the Big 5 Dubai event avoid becoming space constrained by its venue. dmg events also continued to geo-clone shows by launching into new locations, notably the East Africa Coatings event in Kenya and the Egypt Petroleum Show. In March 2016, dmg events acquired Exhibition Management Services, a South African based company which ran five events across Africa. The acquisition has accelerated dmg events' expansion into Africa and fifteen shows are scheduled in the continent during 2017.

 

The operating profit margin improved to 28%, benefiting from the occurrence of Gastech and the absence of the low margin digital marketing events. Operating profits increased 44%, although declined by 6% on an underlying basis, reflecting the challenged Canadian energy events, investment in growing attendance levels and Singapore being a more expensive location for Gastech than South Korea, where the 2014 event was held.

 

Outlook for dmg events

Despite the Canadian energy market remaining challenging, the oil industry generally appears to be adjusting to lower and less volatile price points. dmg events' underlying revenue growth rate is expected to be in the high-single digits in FY 2017, with particularly strong growth in the second half of the year, driven by the Gastech event which will be held in Tokyo in April 2017. 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. The operating margin for dmg events is expected to be around 25%, reflecting the increased costs from Gastech being held in Tokyo and the ongoing investment in existing events to deliver sustainable long-term growth.

 

 

 

Euromoney Institutional Investor

 

 

2016

£m

2015

£m

Reported

Change~

 

Underlying#

Change~

Revenue

403

403

+0%

-4%

Operating profit*

100

107

-6%

-12%

Operating margin*

25%

26%

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

 

Euromoney released its preliminary results on 24 November. Revenues were in line with the prior year, including the benefit of the stronger US dollar, although declined by 4% on an underlying basis. Euromoney's performance improved during the year, with an underlying decline in revenues of 2% in the second half, compared to 6% in the first half. Market conditions remained challenging for businesses in the banking and finance sector and for commodity events. Subscriptions, which accounted for 58% of revenues, grew by an underlying 1%, including 2% growth during the second half, while delegate and sponsorship revenues declined by an underlying 14% and 2% respectively. The contraction in advertising revenues continued, as expected, with an underlying decline of 11%.

 

Operating profit declined 12% on an underlying basis and by 6% on a reported basis, including the benefit of the stronger US dollar. The operating margin of 25% was adversely impacted by the high marginal profit on declining advertising and delegate revenues.

 

In March 2016, Euromoney hosted an Investor Day outlining the new strategy for the company, following the appointment of Andrew Rashbass as Chief Executive Officer in November 2015. Euromoney has identified three pillars of strategic activity: firstly, investing around big themes, such as the information and services to support the asset management industry and price discovery; secondly, introducing an effective operating model that marries the best of the company's entrepreneurial culture with a new emphasis on modern marketing techniques, talent management and seeking economies of, and opportunities from, scale; thirdly, to actively manage the portfolio, disinvesting in businesses where the market is weak and the business model structurally challenged and investing where the businesses are structurally strong and there are market tailwinds.

 

Euromoney's portfolio management during the year reflected the new strategy. In April, Euromoney completed the sale of its energy publishing businesses Gulf Publishing and Petroleum Economist. In August, the business acquired FastMarkets, extending Metal Bulletin's capabilities into real-time data delivery and extending Euromoney's portfolio of digital pricing products. ReinsuranceSecurity.com was also acquired in August and has broadened Euromoney's specialist finance insurance portfolio into the high-value counterparty risk market.

 

Outlook for Euromoney

In the year ahead, Euromoney will continue to implement its new strategy of investing in its big themes, ensuring an effective operating model and continuing to actively manage the portfolio. The Euromoney Board does not expect markets to improve over the coming year and has built its plans for the business accordingly. As stated at Euromoney's Investor Day, the strategy would not change the trajectory of the business in FY 2016, that, subject to the usual caveats, the business expected to return to growth in FY 2018 and that FY 2017 would be a year of transition. This remains the case.

 

 

Consumer media

 

dmg media

 

 

2016

£m

2015

£m

Reported

Change~

 

Underlying#

Change~

 

Revenue*:

Daily Mail / The Mail on Sunday

484

499

-3%

-5%

MailOnline

93

73

+28%

+19%

Mail Businesses

577

572

+1%

-2%

Metro

65

70

-7%

-9%

Elite Daily

10

5

+102%

+44%

Newsprint, 7 Days & other continuing

47

52

-9%

-15%

Sub-total

699

698

+0%

-2%

Wowcher

7

30

Evenbase

-

3

Total Revenue

706

731

-3%

-2%

Operating profit*:

Mail Businesses

69

79

-12%

-17%

Metro

15

16

-6%

-12%

Elite Daily, 7 Days & other

(8)

(2)

-246%

-186%

Sub-total

76

93

-18%

-23%

Evenbase & Wowcher

1

4

Total Operating profit

77

96

-20%

-23%

Operating margin*

11%

13%

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

Revenues declined by an underlying 2% to £706 million. As expected, there was good underlying growth from the digital businesses (+17%) and declines in print advertising (-12%) and circulation revenues (-1%). Reported revenues declined by 3%, as the adverse impact of the disposal of dmg media's online discount business, Wowcher, in November 2015 exceeded the benefit from including an additional 53rd week of newspaper revenues in the financial year.

The tough newspaper advertising market conditions experienced in the second half of FY 2015 continued, with dmg media's print advertising revenues declining by an underlying 12%. The decline was, however, largely offset by an underlying increase in digital advertising revenues across the dmg media portfolio of 17% and total combined advertising revenues declined by an underlying 4% to £326 million. Circulation revenues increased by 1% to £315 million, helped by the 53rd week and cover price increases. These more than offset the adverse impact from the decline in circulation volumes of the Daily Mail and The Mail on Sunday. Excluding the extra week, circulation revenues declined by an underlying 1%.

dmg media's operating profit for the year declined by 20% to £77 million, an underlying reduction of 23%. Newspaper costs were very closely managed, with further headcount reductions and lower production, newsprint and distribution costs. These savings were insufficient to fund all of the increased investment in MailOnline and Elite Daily and to compensate for the decline in advertising revenues. These factors contributed to the decrease in operating margin from 13% to 11%.

 

Mail businesses

Revenues for the combined Mail newspapers and website businesses (Daily Mail, The Mail on Sunday and MailOnline) grew by 1% to £577 million, including £93 million from MailOnline. Excluding the benefit to the newspapers of the 53rd week, Mail businesses' revenues declined by an underlying 2% with declines of 13% in print advertising and 1% in circulation being largely offset by the underlying 19% growth from MailOnline in the year. This was an acceleration on the 16% underlying growth achieved by MailOnline in FY 2015. Both the Daily Mail and The Mail on Sunday continue to hold significant market shares, averaging 23.2% and 22.0% for the year respectively, compared to 23.2% and 21.8% in the prior year∞, despite the decline in volumes. Revenues benefited from the cover price increases of the Monday to Friday editions of the Daily Mail from 60p to 65p, in February 2016, and of The Mail on Sunday, from £1.50 to £1.60 in April 2015 and from £1.60 to £1.70 in July 2016. The cover price of the Saturday edition was increased from 90p to £1.00 in October 2016.

 

Total advertising revenues across the Mail businesses of £244 million were in line with the prior year, with a £20 million increase in MailOnline's revenues offsetting a £18 million decline in print advertising. On an underlying basis, total advertising revenues from the Mail titles declined by 3% as the underlying increase of £15 million, 19% in MailOnline's advertising revenues was exceeded by the underlying £23 million, 13% decline in print advertising revenues. In the US, MailOnline's revenues grew by an underlying 28% to £24 million, reflecting increased awareness of the DailyMail.com brand amongst advertising buyers. Daily Mail Australia became a wholly owned MailOnline business in February 2016, following the acquisition of the remaining 50% of the business not already owned by the Group.

 

MailOnline's audience also continues to grow strongly, with 231 million monthly global unique browsers and 14.8 million average daily global unique browsers in September 2016. During the year there was an 8% increase in the average number of monthly unique browsers, compared to the prior year, and a 6% increase in average daily unique browsers. There were 82 million monthly unique browsers in the US and 4.4 million average daily unique US browsers in September 2016, with average growth during the whole year of 7% and 8% respectively.

 

Operating profit from the Mail businesses was £69 million, an underlying decline of 17%, reflecting increased investment in MailOnline, including the acquired Australian business, and another resilient performance from the Daily Mail and The Mail on Sunday.

 

Other dmg media businesses

Revenue at Metro was £65 million, an underlying decline of 9%, although significantly outperforming the UK National Newspaper advertising market. Metro remains the UK's third largest daily newspaper, read every weekday by an average of 3.3 million people. The London circulation was increased by 135,000 copies in October 2016 and Metro will take on four franchises from Trinity Mirror in January 2017. The business continues to manage its cost base carefully to defend its profitability. Metro's operating profit was £15 million, an underlying decline of 12%, reflecting the reduction in revenue.

 

Elite Daily was acquired in January 2015. Revenues in the year grew by an underlying 44%, to £10 million, but audience retention and revenue growth have been disappointing and losses have exceeded expectations. The carrying value of the business's goodwill and intangible assets in DMGT's balance sheet has been written down completely, resulting in an impairment charge of £25 million.

 

Low margin sales of newsprint to other publishers account for the majority of other revenues and these are excluded from underlying revenue growth calculations. Elite Daily, 7 Days and other businesses incurred £8 million of losses, an increase compared to £2 million in the prior year, reflecting increased investment in Elite Daily.

 

In November 2015, dmg media disposed of its online discount business, Wowcher, to a newly formed company, Excalibur, in which DMGT holds a c.30%† economic interest. Excalibur also acquired the UK and Ireland operations of LivingSocial, which was approximately half the size of Wowcher, and expects to realise synergies from the combined business. Wowcher generated £1 million of operating profit from £7 million of revenues in the period prior to disposal.

 

Outlook for dmg media

For FY 2017, dmg media expects to deliver stable underlying revenues, in the -2% to +2% range, with digital advertising growth and the benefit of cover price increases helping to offset circulation volume and print advertising declines. Reported results will not have the benefit of the 53rd week, which contributed £12 million of revenue and £6 million of operating profit in FY 2016. The operating margin is, however, expected to remain broadly in line with the 11% achieved in FY 2016, with cost efficiencies helping to protect profitability. During the eight weeks since the year end, circulation revenues grew by 5% and total advertising revenues grew by an underlying 1%, with digital growth exceeding the decline in print advertising.

 

 

Joint ventures and associates

 

Share of pre-tax operating profits*

 

2016

£m

2015

£m

Reported

Change~

 

Zoopla Property Group

21

14

+53%

Local World

-

17

Other joint ventures and associates

2

2

Total joint ventures and associates

23

33

-30%

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 decreased by 30% to £23 million, reflecting the disposal of DMGT's c.39% stake in Local World in November 2015. The share of operating profits from Zoopla Property Group ('ZPG') increased 53% to £21 million, reflecting the business's particularly strong performance, notably its price comparison services division, following the acquisition of uSwitch in June 2015. ZPG saw the number of its UK property partnerships continue to grow during the year and, in April 2016, acquired the Property Software Group, a provider of property software and workflow solutions to over 8,000 UK agency branches. ZPG released its Preliminary Full Year results on 30 November 2016.

 

The share of operating profits from other joint ventures and associates was £2 million. These include Euromoney's stake in Dealogic, investments by dmg information in early-stage businesses and dmg media's stake in Excalibur.

 

Outlook for joint ventures and associates

The share of operating profits from joint ventures and associates is expected to benefit from ZPG's growth but will continue to include losses from early stage businesses. In the absence of any significant acquisitions and disposals, the share of operating profits from joint ventures and associates in FY 2017 is expected to be approximately £25 million.

 

 

 

Net finance costs

 

 

2016

£m

2015

£m

Change~

 

Net interest payable and similar charges *

(40)

(40)

+0%

 

Net interest payable and similar charges, including DMGT's share of associates' interest costs of £3 million, was £40 million, in line with the prior year.

 

The pension finance charge, which is excluded from adjusted results, was £5 million compared to £7 million in the prior year.

 

Exceptional finance costs in the prior year included a £40 million charge for the premium on the early redemption of bonds in October 2014.

 

Outlook for net finance costs

In the absence of further bond buy-backs, net finance costs in FY 2017 are expected to be around £40 million, broadly in line with FY 2016.

 

 

 

Other income statement items

 

· Exceptional items and amortisation

Exceptional operating costs were £55 million compared to £21 million in the prior year. The increase was mainly due to £37 million of reorganisation, redundancy and consultancy costs, an increase on the £20 million in the prior year. Exceptional reorganisation, redundancy and consultancy costs included £15 million in respect of dmg media, £9 million of DMGT central corporate costs and £6 million in respect of dmg information. Reorganisation initiatives included reducing the headcount by over 400 positions, notably within the newspaper businesses, and streamlining central support functions within dmg information businesses, particularly those that have expanded through bolt-on acquisitions.

 

The increase in exceptional operating costs was also due to £8 million in respect of an additional Euromoney provision for a potential overseas sales tax exposure and £5 million in respect of a supplier to dmg media that went into voluntary administration.

 

The charge for amortisation of intangible assets arising on business combinations, including the share from joint ventures and associates, increased by £4 million to £52 million. The Group also made an impairment charge against goodwill and acquired intangible assets of £55 million, including £28 million in respect of Euromoney businesses, notably Mining Indaba and Total Derivatives, and £25 million in respect of dmg media's Elite Daily business, since audience and revenue growth has not met expectations.

 

The Group recorded other net gains on disposal of businesses and investments of £138 million, compared to a net gain of £131 million in the prior year. The gains primarily related to the disposal of DMGT's stake in Local World and the sale of Wowcher to Excalibur, in which DMGT holds a c.30% economic interest.

 

· Taxation

The adjusted tax charge of £37 million is stated after adjusting for the effect of exceptional items and was £4 million less than last year. The adjusted tax rate for the year of 14.4% reduced marginally from 14.8% in FY 2015. Due to the mix of profits, the effective tax rate is expected to increase over the next three years, to around 20%, as the proportion of US-generated profits increases.

 

The statutory tax charge for the year, excluding £2 million of tax charges in respect of joint ventures and associates, was £33 million, £4 million less than the adjusted tax charge. There were tax credits of £10 million in respect of the amortisation and impairment of intangible fixed assets. There were also £8 million of exceptional tax charges, a combination of tax credits on restructuring charges, recognition of previously unrecognised deferred tax assets and de-recognition of overseas tax losses.

 

 

Pensions

The deficit on the Group's defined benefit pension schemes increased from £159 million at the beginning of the year to £246 million at 30 September 2016 (calculated in accordance with IAS 19 (Revised)). Falling discount rates increased the value of defined benefit liabilities. This was partly offset by gains on investments that hedge against inflation and interest rate risk, as well as returns on other investment categories.

 

The triennial actuarial valuation of the defined benefit schemes as at 31 March 2016 was recently completed and saw a healthy reduction in the size of the deficit. This outcome reflects the liability hedging activity referred to above, better investment performance, increased mortality, and lower inflation than expected at the previous valuation in 2013. Consequently, the Group has agreed to a revised plan of reduced funding payments. The revised funding plan includes payments of approximately £13 million per annum to FY 2019 and £16 million per annum from FY 2020 to FY 2027. This compares favourably to the £34 million funding payments that were made into the main schemes during FY 2016. In addition a contribution equal to 20% of any share buy-backs is contributed to the schemes. Contributions will be discontinued should the schemes' actuary agree the schemes are no longer in deficit. The next formal actuarial valuation is scheduled for 31 March 2019. The defined benefit schemes are closed to new entrants.

 

 

 

Net debt and cash flow

Net debt at the end of the year was £679 million, a decrease of £23 million during the year and a decrease of £40 million since the half year. The Group generated operating cash flows of £200 million, a 72% conversion rate of operating profits*, compared to 90% in the prior year, reflecting the timing of customers paying in advance to attend the Gastech event in October 2015. Operating cash flows included exceptional operating items of £25 million and capital expenditure of £75 million, excluding £13 million of expenditure in respect of RMS(one).

 

Net proceeds from disposals, including expenditure on acquisitions, were £86 million. Cash out-flows included dividends of £89 million, pension funding of £34 million, interest payments of £35 million and taxation of £29 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 £58 million.

 

At the year end, the Group's Bond debt was £425 million and comprised £214 million of the 5.75% Bonds, due 2018, £10 million of the 10.0% Bonds, due 2021, and £202 million of the 6.375% Bonds, due 2027. Bond debt constitutes less than half of the debt available to DMGT. At the year end, the committed bank facilities were £624 million, of which £367 million was unutilised, and cash balances were £18 million.

 

The Group's ratio of year end net debt to adjusted profits before interest, depreciation and amortisation (EBITDA) was 1.8 times, below the Group's preferred upper limit of around 2.0 times, and well within the requirements of the Group's bank covenants. Throughout the year, the Group's corporate credit rating remained at investment grade BBB-.

 

The Directors have a reasonable expectation that the Group will continue to operate and meet its liabilities as they fall due over the next three years. Accordingly, they continue to adopt the going concern basis in preparing its accounts.

 

Financing and share buy-back programme

During the year, the Group acquired 3.5 million 'A' Ordinary Non-Voting Shares for £24 million in order to meet obligations to provide shares under its incentive plans and utilised 1.4 million shares out of Treasury and the Employee Benefit Trust, valued at £10 million, to provide shares under various incentive plans. Also during the year, the Group acquired 0.9 million 'A' Ordinary Non-Voting Shares for £6 million under a rolling share buy-back programme announced in November 2015. During the year, the Group cancelled 0.9 million A Ordinary Non-Voting Shares that were previously held in Treasury. As at 30 September 2016, DMGT had 352.2 million shares in issue, including 19.9 million Ordinary Shares, and a further 5.0 million 'A' Ordinary Non-Voting Shares held in Treasury and 4.9 million 'A' Ordinary Non-Voting Shares held by the DMGT Employee Benefit Trust.

 

Dividend

The Board is recommending the payment on DMGT's issued Ordinary Shares and 'A' Ordinary Non-Voting Shares of a final dividend of 15.3 pence per share for the year ended 30 September 2016 (2015 14.9 pence). This will make a total for the year of 22.0 pence (2015 21.4 pence per share). The final dividend will be paid on 10 February 2017 to shareholders on the register at the close of business on 9 December 2016.

 

Change of Chief Executive and CFO

The retirement of Chief Executive, Martin Morgan, was announced in January 2016 and he retired from the DMGT Board and the Board of Euromoney Institutional Investor plc with effect from 31 May 2016. Paul Zwillenberg was appointed Chief Executive with effect from 1 June 2016. Paul Zwillenberg was previously Global Leader Media Sector for The Boston Consulting Group, based in London, and has worked closely with DMGT for 20 years.

 

In September 2016, the resignation of Stephen Daintith, CFO, was announced. The date of his departure is yet to be determined and he continues to provide support to DMGT as CFO pending the appointment of his replacement. The Board is in the process of identifying appropriate candidates.

 

 

 

 

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 25 and 26 show the adjustments between statutory profit before tax and adjusted profit before tax, by business, for both FY 2016 and FY 2015.

 

The explanation for each type of adjustment is as follows:

1) Discontinued operations: the adjusted results for FY 2015 include the pre-disposal results of discontinued operations, namely Jobsite, which was the final remaining part of dmg media's digital recruitment business, Evenbase, and was sold in October 2014, 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) Internally generated assets impairment: occasionally the carrying value of an asset in the balance sheet is considered too high 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 when dmg media vacated office space during FY 2015, and this expense is excluded from adjusted results.

4) 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 FY 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 in November 2015 of DMGT's c.39% stake in Local World. 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) Bond redemption premium: the Group's debt includes bonds issued by DMGT in the past, when interest rates were at higher levels than currently. DMGT pays interest on the bonds and the cost is included in both statutory and adjusted results. In October 2014, however, DMGT bought back bonds before their due date and, given the relatively high coupon rates on the bonds, relative to current market rates, paid a premium to do so. The buy-back premium, which is different to the cost of servicing the debt and was a one-off expense, is excluded from FY 2015 adjusted results.

7) 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.

8) Exceptional dividend income: in FY 2015 the Press Association paid DMGT a significantly larger dividend than usual due to proceeds from its disposal of MeteoGroup. The larger dividend resulted from a disposal rather than operating activities and, similar to a gain made by DMGT when disposing of a business, was excluded from FY 2015 adjusted results.

9) 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 - FY 2016

 

 

£ millions

Note

RMS

dmg info

dmg events

E'money¹

dmg media

Corp. costs²

JV's & Ass.3

DMGT Group

Statutory operating profit

33

47

27

37

32

(50)

3

129

Exceptional operating charges

2

3

6

1

13

24

9

4

58

Impairment and amortisation

4

-

24

1

51

21

-

11

107

Exclude JV's & Associates

17

(17)

Adjusted operating profit

36

77

29

100

77

(42)

277

 

 

£ millions

Note

RMS

dmg info

dmg events

E'money¹

dmg media

Corp. costs²

JV's & Ass.3

Fin. costs4

DMGT Group

Statutory PBT

33

60

28

42

148

(47)

3

(20)

247

Profit on sale of assets

5

-

(13)

-

(6)

(115)

(4)

-

-

(138)

Operating profit adjustments (∞ above)

2, 4

3

30

2

64

45

9

14

-

165

Total ∞

Pension finance charge

7

-

-

-

-

-

-

-

5

5

Other adjustments

9

-

-

-

-

-

-

6

(25)

(19)

Adjusted PBT

36

77

29

100

77

(42)

23

(40)

260

 

 

Notes: The figures in the Note column above correspond with explanations of the adjustments given on pages 23 and 24.

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 - FY 2015

 

 

£ millions

Note

RMS

dmg info

dmg events

E'money¹

dmg media

Corp. costs²

JV's & Ass.3

DMGT Group

Statutory operating profit

27

56

18

67

75

(36)

11

218

Discontinued operations

1

-

-

-

-

1

-

-

1

Exceptional operating charges

2

-

-

-

3

18

-

4

25

Internally generated assets impairment

3

-

-

-

-

2

-

-

2

Impairment and amortisation

4

-

19

2

36

1

-

10

68

Exclude JV's & Associates

26

(26)

Adjusted operating profit

27

75

20

107

96

(36)

288

 

 

£ millions

Note

RMS

dmg info

dmg events

E'money¹

dmg media

Corp. costs²

JV's & Ass.3

Fin. costs4

DMGT Group

Statutory PBT

27

84

14

122

78

(36)

11

(84)

216

Profit on sale of assets

5

-

(28)

4

(55)

(3)

(1)

-

-

(82)

Operating profit adjustments (∞ above)

1-4

-

19

2

40

21

-

14

-

96

Total ∞

Bond redemption premium

6

-

-

-

-

-

-

-

40

40

Pension finance charge

7

-

-

-

-

-

-

-

7

7

Exceptional dividend income

8

-

-

-

-

-

-

-

(3)

(3)

Other adjustments

9

-

-

-

-

-

-

7

1

8

Adjusted PBT

27

75

20

107

96

(36)

33

(40)

281

 

 

Notes: The figures in the Note column above correspond with explanations of the adjustments given on pages 23 and 24.

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

 

 

 

Underlying analysis - Revenues

FY 2016

FY 2015

£ millions

%

Underlying

M&A

Other

Reported

Underlying

M&A

Exchange

Other

Reported

B2B

RMS

+1%

205

-

-

205

202

-

16

-

187

dmg information

+6%

496

(2)

-

498

468

17

22

-

430

dmg events

+2%

105

-

-

105

104

(14)

8

16

95

Euromoney

-4%

393

(6)

(5)

403

409

(13)

18

-

403

+1%

1,200

(7)

(5)

1,212

1,183

(10)

63

16

1,115

Consumer

dmg media

-2%

650

(4)

(52)

706

664

(25)

2

(43)

731

DMGT Group

+0%

1,850

(12)

(56)

1,917

1,847

(35)

65

(27)

1,845

 

Notes: M&A adjustments are for disposals (including dmg events' digital marketing businesses, Euromoney's Gulf Publishing business and dmg media's Wowcher) and for acquisitions (including dmg information's Locus Energy). Acquisitions are excluded from Euromoney's underlying results whereas the underlying growth rates for dmg information, dmg events and dmg media include the year-on-year organic growth from acquired entities. 'Other' adjustments include the timing of events, notably Gastech which occurred in FY 2016 but not FY 2015, the gross-up, equivalent to the cost of sales, on the low margin newsprint resale activities and the exclusion of the benefit from the 53rd week of dmg media's print businesses results in FY 2016.

 

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

 

 

 

 

Underlying analysis - Adjusted operating profit*

FY 2016

FY 2015

£ millions

 %

Underlying

M&A

Other

Reported

Underlying

M&A

Exchange

Other

Reported

 

 

B2B

 

RMS

+14%

36

-

-

36

32

-

5

-

27

 

dmg information

+6%

79

2

-

77

74

(4)

4

-

75

 

dmg events

-6%

29

-

-

29

31

-

1

9

20

 

Euromoney

-12%

98

-

(2)

100

111

(4)

11

(3)

107

 

-3%

241

2

(2)

242

248

(8)

21

7

228

 

Consumer

 

dmg media

-23%

69

(2)

(6)

77

89

(5)

(1)

-

96

 

 

Corporate costs

-16%

(42)

-

-

(42)

(36)

-

-

-

(36)

 

Operating profit

-11%

269

-

(8)

277

301

(13)

20

7

288

 

 

Notes: B2B and Consumer underlying figures are stated pre the allocation of Corporate costs. Including Corporate costs, the underlying growth rates for B2B and Consumer were -5% and -29% respectively. 'Other' includes adjustments for the timing of events and for Euromoney's CAP scheme; Euromoney's underlying profit growth excludes the benefit in FY 2015 of the release of the accrual, charged in FY 2014, for the CAP incentive plan.

 

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

 

 

 

Principal risks and uncertainties

DMGT Executive management completed a robust and detailed assessment of the Group's risk management processes and the Group risk register. The Group's risks are categorised as either strategic or operational. Strategic risks are linked to DMGT's strategic priorities and impact the whole Group. Operational risks are those arising from the execution of the business functions and typically impact on one or more of the operating businesses.

 

Changes to the principal risks during the year

Two principal risks disclosed last year, 'Internal investment' and 'New product launches', have been combined this year due to their overlap. These are now described in a new risk called 'Success of new product launches and internal investments'. In recognition of the results of the recent referendum on the UK membership of the European Union and wider macroeconomic volatility, a new principal risk, 'Economic and geopolitical uncertainty', has been added and the potential impact on DMGT is outlined below. At this early stage, due to the diverse nature of our portfolio, we believe that the impacts will be manageable, however, we will continue to monitor these carefully as they develop and adapt accordingly.

Strategic Risks

Description

Examples and dynamics of the risk

 

Mitigation

Change in the risk in FY 2016

Market disruption

 

Market disruption creates opportunities as well as risks. This enables us to move into new markets and geographies to grow the business.

 

Failure to respond to market disruption, such as changes to customer behaviours and demands, technological changes, the availability of free information and the emergence of competitors, may affect the long-term viability of some principal businesses in the Group.

 

· dmg media: acceleration in the decline of print advertising and circulation revenue, but growth in digital advertising revenue.

· RMS: convergence of reinsurance with capital markets and increased consolidation in the insurance industry.

· dmg information, for example Genscape and EDR: the availability of free information, driven by potential changes in legislation, could dilute the value of some offerings in the portfolio.

 

· The Group's diverse portfolio of businesses and products reduces the overall impact.

· Our devolved structure means our businesses are close to their markets and can pre-empt and react to disruption.

· DMGT executive membership of operating business boards.

· The Executive Committee, supported by operating businesses' management teams, monitors markets, the competitive landscape and technological developments.

· Regular analysis of business performance through financial results, KPIs and milestones to highlight early indications of market disruption.

 

This risk remained relatively stable throughout

FY 2016.

Success of new product launches and internal investments

 

The Group is continually investing in our products and services.

 

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

 

A lack of innovation and failure to successfully invest in our products and services may compromise their competitiveness.

 

Uncertainty as a result of geographic expansion into new and emerging markets.

 

· MailOnline: monetisation of digital strategy.

· RMS: client adoption of the first RMS(one) application, Exposure Manager, and further planned releases from the RMS(one) suite of products.

· Xceligent: continued expansion across the US.

· dmg events: geo-cloning of individual events across new locations. Geographic expansion presents significant opportunities as well as risks. Risks may include unexpected costs or logistical and management challenges due to differing business cultures, heightened security threats or local legal and regulatory requirements.

· Executive Committee oversight of progress from the centre as part of the Business Review process.

· Regular analysis of business performance through financial results, KPIs and milestones.

· The autonomous culture of the Group encourages an entrepreneurial approach to the development of organic growth opportunities and new products.

· Investments are approved by the Investment & Finance Committee, Executive Committee or operating business management teams, dependent on criteria.

· Technology Summit: Group-wide event facilitating product and technology development teams to share best practice and ideas.

· Strategic analysis of key investments by independent third parties.

 

The risk remained relatively stable throughout FY 2016, as projects progress, new products launch and new projects are continuously added to the portfolio.

Economic and geopolitical uncertainty

 

The Group generates income from certain sectors and markets that can be impacted by economic and geopolitical uncertainty.

 

Following the UK vote to leave the European Union (EU), there is uncertainty surrounding the nature, timing and associated trade conditions of the UK exit.

 

The Group is also likely to experience ongoing foreign exchange rate fluctuations in the currencies in our key markets.

 

There is further long-term geopolitical uncertainty associated with the implications of the US presidential election.

 

 

· The European property businesses in dmg information: possible decline in residential and commercial property transactions versus pre UK referendum volumes.

· dmg media: a weakening of the UK economy, particularly if consumer led, could accelerate the decline in print advertising revenue.

· Euromoney: uncertainty in the financial services sector could affect a number of businesses in the Euromoney portfolio.

· Genscape: fluctuations in the global commodities markets could impact Genscape's revenues.

· dmg events: fluctuations in the global oil markets could impact revenue achieved from associated trade shows.

· The impact of further weakening in the British pound to US dollar exchange rates will positively affect consolidated revenues.

· The Group's diverse portfolio of businesses and products reduces the overall impact.

· Our devolved structure means our businesses are close to their markets and can pre-empt and react to economic and geopolitical uncertainty.

· The relevant executives monitor the macroeconomic and geopolitical environment through regular analysis of business performance through financial results, KPIs and milestones to highlight early trends and impacts from economic and geopolitical uncertainty.

· Regarding exposure to the future UK exit from the EU, there is limited trade within, with or sourcing from the European single market (apart from newsprint). Therefore the majority of our businesses are not primarily dependent on access to it.

o Less than 10% of our revenues originate from entities based in the EU (excluding the UK).

o The majority of our newsprint is sourced from the EU, but the price and volume are fixed up to six months in advance.

This risk increased over FY 2016 primarily as a result of wider macroeconomic volatility following the UK vote to leave the EU.

 

Acquisitions and disposals

 

Active portfolio management is key to the Group's strategy.

 

The success of portfolio management could be compromised by not identifying the right targets, investments failing, or not divesting from non-core businesses at the right time.

 

The Group completes multiple small acquisitions and bolt-on investments every year; some may not perform as expected. Larger acquisitions are rarer.

· Growth opportunities and potential synergies lost through failure to identify acquisition and investment targets.

· Failed investments may lead to reduced return on capital and/or impairment losses.

· Underperforming acquisitions and investments could result in a diversion of management time.

· Optimal value may not be achieved from disposals.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

· Our investment preferences and criteria are clearly articulated. Investments are approved by the Investment & Finance Committee.

· Regular analysis of business performance through financial results, KPIs and milestones.

· Investment & Finance Committee review post-acquisition performance.

· Performance of detailed due diligence.

· Retention of key management in the acquired businesses.

· Implementation of DMGT Essentials post-acquisition.

· Acquisitions and disposals overseen by the Board.

The risk reduced in FY 2016 reflecting the rate and nature of acquisitions and disposals during the prior year.

Securing and retaining talent

 

Failure to secure and retain the right people for senior and business critical roles could impact the ability of businesses in the Group to maintain performance and deliver growth.

 

At any one time the Group has unfilled vacancies for key roles, however, only a select few roles are deemed to be business critical. A significant impact from loss of key talent would therefore rarely occur.

 

· Entrepreneurship and leadership skills are a priority for the Group and key to the continued success of many of our operating businesses.

· Technology and software development skills remain crucial to many of our businesses, particularly, the European property information businesses, Xceligent, Hobsons, RMS, Genscape and MailOnline where collectively there is significant investment in product development.

· Sales and operational execution expertise with market and product knowledge are vital, particularly in our businesses with significant expansion plans, such as Xceligent, Hobsons, RMS and Genscape.

· Formal approach to talent management and succession management, coordinated centrally by DMGT.

· Executive management involved in the recruitment of all leadership roles.

· Alignment of employee incentives and Group strategy.

· Payment of competitive rewards including LTIP for key senior roles, developed using industry benchmarks and external specialist input.

· Increased focus on providing a broader set of employee benefits across our portfolio.

· Investment in leadership development programmes and other related programmes.

· Monitoring of employee performance and engagement.

· Succession and retention planning.

· Increased employee communication, including from the Executive Committee and operating business management in respect of planned organisational changes.

This risk remained relatively stable during FY 2016.

 

 

Operational risks

 

Description

Examples and dynamics of the risk

 

Mitigation

Change in the risk in FY 2016

Divisions most affected

Major change projects

 

Increased costs, impairment losses and delayed or lower revenues can result from the failure or delay of a major project.

 

Failure or significant delay in the delivery of a major change project, or the failure to effectively communicate to the market could damage the reputation of the business and impact on DMGT's share price.

 

· A number of organisational changes have been identified by our new Executive Committee and with our operating businesses to achieve greater cost efficiencies in administrative tasks, speed up decision making and develop centres of expertise to share knowledge more effectively across the portfolio.

 

· Rigorous project planning procedures and ongoing project management.

· Regular reporting on progress to the Executive Committee for significant change projects.

· Board or specific oversight committee monitoring for significant change projects, including tracking of both progress and realisation of the benefits arising from agreed organisational changes.

· DMGT executive membership of operating business boards.

· Project assurance using specialist external resources.

This risk remained relatively stable during FY 2016. As some major projects reach the final stages of completion, other projects across the Group begin.

All

Information security breach or cyberattack

 

An information security breach would cause reputational damage with potential for a resultant loss of revenue.

 

A breach of data protection legislation could result in financial penalties to the business affected and potentially the Group.

 

The investigation and management of the incident would result in the diversion of management time.

· The risk is relevant to all businesses in the Group, in particular Hobsons, dmg media, RMS and Euromoney due to the nature of their products and services.

· Loss of confidential, personal or payment card information.

· Integrity of online products, services and data compromised.

· Unavailability of online products and services.

 

· Group information security policy and detailed security standards with regular reviews against these standards.

· Group policy on business continuity planning including IT system disaster recovery.

· Working group with representatives from across the Group meeting regularly and sharing information security best practice.

· Oversight by the Executive Committee and assurance on the progress against security standards through IT audit reports provided to the Audit & Risk Committee.

· Oversight by operating business board at high-risk businesses.

· Information security is reviewed as part of every internal audit.

This risk increased over FY 2016 as the inherent threat of an information security breach or cyberattack continues to increase. This is partially offset by continuous improvement in information security controls.

All

Reliance on key third parties

 

Certain third parties are critical to the operations of DMGT businesses. A failure of one of our critical third parties may cause disruption to business operations.

 

An operational or financial failure of a key supplier could affect the ability of DMGT businesses to deliver products, services or events with a direct impact on revenue and/or costs and management time.

 

The reputation of the business may be damaged by the poor performance or failure of some third parties, particularly outsourced service providers.

 

Key third parties include:

· data centre and cloud software and service providers;

· IT development support;

· newsprint, flexographic plate and ink suppliers;

· newspaper distribution and wholesale;

· data providers; and

· event venues.

 

· Due to the Group's geographic and industry diversity, a significant impact from the loss of a key third party would rarely occur.

· Operational and financial due diligence is undertaken for key suppliers on an ongoing basis.

· Close management of key supplier relationships including contracts, service levels and outputs.

· Contingency arrangements in place for some key suppliers.

· Dedicated newsprint-buying team.

· Business continuity management.

· Event cancellation and business interruption insurance policies.

This risk remained relatively stable during FY 2016.

All

Compliance with laws and regulations

 

The Group operates across multiple jurisdictions. Increasing regulation, especially in the areas of data privacy and security, increases the risk that the Group is not compliant with all applicable laws and regulations across all of the jurisdictions in which it operates, which could result in financial penalties and reputational damage. Increasing regulation also results in increasing costs of compliance.

Particular areas of focus for DMGT businesses are:

· data protection, including the new EU General Data Protection Regulation (GDPR);

· market abuse, including the new UK Market Abuse Regulation;

· new financial transparency regulations related to prices, benchmarks and indices, such as MiFID II, particularly affecting our businesses in research and commodity pricing;

· libel legislation;

· UK tax compliance;

· entering regulated markets or sectors; and

· trade sanctions.  

· Changes in laws and regulations are monitored and potential impacts discussed with the relevant persons, Board, or committee, or escalated as appropriate.

· Developments in the legal and regulatory landscape are reviewed by the Audit & Risk Committee.

· Implementation and monitoring of Group-wide policies to address new legislation and regulation where applicable.

· Group-wide Governance, Risk and Compliance network and working groups for key emerging compliance areas, such as GDPR.

 

This risk increased over FY 2016 with the finalisation of GDPR. Compliance roadmaps are underway, with full compliance required by 25 May 2018.

 

The risk from other laws and regulations has remained relatively stable across the Group throughout FY 2016.

All

Pension scheme deficit

 

The UK newspaper business, certain other UK businesses and DMGT head office operated defined benefit pension schemes. These schemes are closed to new entrants.

 

The schemes remain ultimately funded by DMGT with Pension Fund Trustees (Trustees) controlling the investment allocation.

 

There is a risk that funding of the deficit could be greater than expected.

 

The latest triennial valuation and funding statement was agreed between the Company and the Trustees during the year.

 

The risk could change due to market volatility regarding assets and liabilities, or changes in valuation methodologies and assumptions.

· The agreed funding plan gives certainty over the financial commitment until FY 2019.

· Monitoring and management of pension risks is performed by the DMGT Pension Sub-Committee.

· Company appointed Trustees.

This risk has reduced over FY 2016 owing to the agreement of the funding plan for the next three years.

 

dmg media

 

DMGT

 

Euromoney

 

 

 

 

 

 

Statement of Directors' responsibilities

The Directors are responsible for preparing the full year financial report, in accordance with applicable law and regulations.

 

The Directors confirm that to the best of their knowledge:

 

a) the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

 

b) the management report includes a fair review of the information required by the Financial Services Authority's Disclosure and Transparency Rules 4.2.7R and 4.2.8R.

 

By order of the Board of Directors

 

The Viscount Rothermere

Chairman

30 November 2016

 

 

 

 

Notes

 

* Unless otherwise stated, all profit and margin figures in this Preliminary Full Year Results Report refer to adjusted results and not statutory results. Adjusted results are stated before exceptional items, other gains and losses, impairment of goodwill and intangible assets, pension finance charges, premiums on bond redemptions and amortisation of intangible assets arising on business combinations. For reconciliations of statutory operating profit and profit before tax to adjusted operating profit and profit before tax and supporting explanations, see pages 23 to 26. Adjusted revenue includes revenue from discontinued operations, specifically £3 million of revenue in FY 2015 from Evenbase, dmg media's digital recruitment business, which was disposed of.

 

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

 

# Underlying adjusted revenue or underlying adjusted operating profit* growth is on a like-for-like basis, adjusted for constant exchange rates, disposals, non-annual events occurring in the current and prior year and acquisitions; see pages 27 and 28. For dmg information, underlying growth includes the year-on-year organic growth from acquisitions, excludes disposals and includes revenues from one-off sales of IP assets, consistent with prior years. For dmg events, the comparisons are between events held in the year and the same events held the previous time. For Euromoney, acquisitions and disposals are excluded and a biennial event that took place during the current year is also excluded. Euromoney's underlying profit excludes the benefit in FY 2015 of the release of the accrual, charged in FY 2014, for the CAP incentive plan. For dmg media, underlying comparisons exclude disposals, Wowcher and Evenbase, and include the year-on-year organic growth from acquisitions. dmg media's underlying growth rates also exclude the benefit of an additional 53rd week from the FY 2016 results. Underlying revenues only include the profit but not the gross-up, equivalent to the cost of sales, from low margin newsprint resale activities.

 

Daily Mail's 23.2% average market share during FY 2016 was unchanged from 23.2% during FY 2015 and The Mail on Sunday's 22.0% increased from 21.8% in FY 2015. Circulation market share figures are calculated using ABC's National Newspaper Reports for each month from October 2014 to September 2016 inclusive and exclude digital subscribers.

 

† DMGT owns 30% of Excalibur's loan notes and 24% of its share capital. Including interest on the loan notes, DMGT would be entitled to c.30% of the proceeds in the event of a disposal of Excalibur. DMGT includes 24% of Excalibur's operating profits in its share of profits from associates.

 

The average £: US$ exchange rate for the year was £1:$1.42 (2015 £1:$1.54). The rate at the year end was $1.30 (2015: $1.51).

 

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

 

For further information

 

For analyst and institutional enquiries:

 

 

Stephen Daintith, Finance Director

+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

 

 

Preliminary Results presentation

A presentation of the Preliminary Results will be given to investors and analysts at 9.30am on 1 December 2016, 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 at http://www.dmgt.com/webcastfy16.

 

Financial Reporting Calendar

The Group's next scheduled announcement of financial information is the first quarter trading update on 26 January 2017. 

 

Reporting of short-term advertising growth rates

Historically, DMGT's results announcements and trading updates have included comments on dmg media's advertising performance since the relevant quarter end. Advertising revenue remains volatile, with significant changes in the year-on-year growth rates from week to week, and DMGT does not consider advertising performance over a short period to be a good indicator for longer term growth rates. Also, the proportion of DMGT's total revenues comprised of consumer advertising revenue has declined in recent years. Consequently, given DMGT's long-term approach to portfolio management and investment decisions, future results announcements and trading updates will only include comments on the period to the quarter end.

 

 

Market Abuse Regulation

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

 

This document and any materials distributed in connection with it may include forward-looking statements, beliefs, opinions or statements concerning risks and uncertainties, including statements with respect to the Group's business, financial condition and results of operations. Those statements and statements which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Group's Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and which may cause results and developments to differ materially from those expressed or implied by those statements and forecasts. No representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this Report. The 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 Report. Furthermore, past performance of the Group cannot be relied on as a guide to future performance.

 

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

 

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

 

 

 

 

 

 

 

DMGT plc

Consolidated Income Statement

for the year ended 30 September 2016

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

CONTINUING OPERATIONS

Revenue

4

1,917.3

1,842.7

Adjusted operating profit

4

277.0

287.0

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

4

(54.7)

(22.5)

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

4

(95.9)

(57.7)

Operating profit before share of results of joint ventures and associates

4

126.4

206.8

Share of results of joint ventures and associates

5

3.0

11.3

Total operating profit

129.4

218.1

Other gains and losses

6

137.9

82.4

Profit before investment revenue, net finance costs and tax

267.3

300.5

Investment revenue

7

2.5

4.0

Net finance costs

8

(22.9)

(88.4)

Profit before tax

246.9

216.1

Tax

9

(32.7)

(20.8)

Profit after tax from continuing operations

214.2

195.3

DISCONTINUED OPERATIONS

Profit from discontinued operations

23

-

50.0

PROFIT FOR THE YEAR

214.2

245.3

Attributable to:

Owners of the Company

204.2

216.6

Non-controlling interests*

10.0

28.7

Profit for the year

214.2

245.3

Earnings per share

13

From continuing operations

Basic

57.8p

46.2p

Diluted

56.4p

45.4p

From discontinued operations

Basic

0.0p

13.9p

Diluted

0.0p

13.6p

From continuing and discontinued operations

Basic

57.8p

60.1p

Diluted

56.4p

59.0p

Adjusted earnings per share

Basic

56.0p

59.7p

Diluted

54.7p

58.7p

*All attributable to continuing operations.

 

DMGT plc

Consolidated Statement of Comprehensive Income

for the year ended 30 September 2016

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

£m

£m

Profit for the year

214.2

245.3

Items that will not be reclassified to Consolidated Income Statement

Actuarial (loss)/gain on defined benefit pension schemes

(114.7)

10.3

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

(14.0)

(2.8)

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

31.2

7.5

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

6.4

(2.1)

Total items that will not be reclassified to Consolidated Income Statement

(91.1)

12.9

Items that may be reclassified subsequently to Consolidated Income Statement

Losses on hedges of net investments in foreign operations

(72.9)

(18.6)

Cash flow hedges:

Losses arising during the year

(5.2)

(5.0)

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

 Consolidated Income Statement

(2.1)

1.3

Translation reserves recycled to Consolidated Income Statement on disposals

(0.6)

(2.1)

Foreign exchange differences on translation of foreign operations

116.0

20.0

Tax relating to derivative financial instruments

 1.4

 0.6

Total items that may be reclassified subsequently to Consolidated Income Statement

36.6

(3.8)

Other comprehensive (expense)/income for the year

(54.5)

9.1

Total comprehensive income for the year

159.7

254.4

Attributable to:

Owners of the Company

136.9

221.4

Non-controlling interests

22.8

33.0

159.7

254.4

 

DMGT plc

Consolidated Statement of Changes in Equity

for the year ended 30 September 2016

 

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 2014 audited

49.2

17.8

 1.1

(219.1)

(22.7)

446.5

272.8

 117.8

390.6

Profit for the year

-

-

-

-

-

216.6

216.6

28.7

245.3

Other comprehensive income/(expense) for the year

-

-

-

-

(3.2)

8.0

4.8

4.3

9.1

Total comprehensive income for the year

-

-

-

-

(3.2)

224.6

221.4

33.0

254.4

Cancellation of A Ordinary Shares

(3.8)

-

 3.8

 217.2

-

(217.2)

-

-

-

Issue of share capital

-

-

-

-

-

-

-

0.8

0.8

Dividends

-

-

-

-

-

(75.0)

(75.0)

(9.8)

(84.8)

Own shares acquired in the year

-

-

-

(127.1)

-

-

(127.1)

-

(127.1)

Movement in financial liability for closed period purchases

-

-

-

20.0

-

-

20.0

-

20.0

Own shares transferred on exercise of share options

-

-

-

32.7

-

-

32.7

-

 32.7

Exercise of acquisition put option commitments

-

-

-

-

-

 0.7

 0.7

(0.7)

-

Other transactions with non-controlling interests

-

-

-

-

-

-

-

(0.6)

(0.6)

Adjustment to equity following increased stake in controlled entity

-

-

-

-

-

(5.9)

(5.9)

5.9

-

Adjustment to equity following decreased stake in controlled entity

-

-

-

-

-

(0.2)

(0.2)

0.2

-

Credit to equity for share-based payments

-

-

-

-

-

17.9

17.9

(0.6)

 17.3

Settlement of exercised share options of subsidiaries

-

-

-

-

-

(33.5)

(33.5)

-

(33.5)

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

-

-

-

-

-

(20.5)

(20.5)

-

(20.5)

Non-controlling interest recognised on acquisition

-

-

-

-

-

-

-

9.1

9.1

Deferred tax on other items recognised in equity

-

-

-

-

-

1.6

1.6

(0.2)

1.4

At 30 September 2015 audited

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 (expense)/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 subsidiaries

-

-

-

-

-

(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 unaudited

45.3

17.8

 5.0

(88.7)

11.9

359.8

351.1

 178.2

529.3

 

DMGT plc

Consolidated Statement of Financial Position

At 30 September 2016

 

Unaudited

Audited

At 30 September

2016

At 30 September

2015

Note

£m

£m

ASSETS

Non-current assets

Goodwill

14

981.6

908.7

Other intangible assets

14

499.2

423.9

Property, plant and equipment

15

176.1

181.1

Investments in joint ventures

4.8

1.3

Investments in associates

145.3

141.9

Available-for-sale investments

20

15.8

13.8

Trade and other receivables

18.7

11.6

Other financial assets

20

 21.0

3.6

Derivative financial assets

20

 28.3

19.7

Retirement benefit assets

26

 40.1

 27.7

Deferred tax assets

177.4

168.1

2,108.3

1,901.4

Current assets

Inventories

 30.8

31.4

Trade and other receivables

346.2

322.2

Current tax receivable

15.6

7.4

Other financial assets

20

 17.1

0.0

Derivative financial assets

20

0.4

1.3

Cash and cash equivalents

17

 25.7

31.6

Total assets of businesses held-for-sale

24

5.0

 28.7

440.8

422.6

Total assets

2,549.1

2,324.0

LIABILITIES

Current liabilities

Trade and other payables

(756.2)

(699.3)

Current tax payable

(27.0)

(18.9)

Acquisition put option commitments

(18.5)

0.0

Borrowings

18

(11.0)

(3.4)

Derivative financial liabilities

20

(11.5)

(5.3)

Provisions

(54.4)

(53.2)

Total liabilities of businesses held-for-sale

24

(5.5)

(5.7)

(884.1)

(785.8)

Non-current liabilities

Trade and other payables

(5.7)

(4.2)

Acquisition put option commitments

(26.3)

(51.2)

Borrowings

18

(693.7)

(727.1)

Derivative financial liabilities

20

(47.3)

(23.8)

Retirement benefit obligations

26

(286.1)

(187.0)

Provisions

(52.8)

(61.0)

Deferred tax liabilities

(23.8)

(24.1)

(1,135.7)

(1,078.4)

Total liabilities

(2,019.8)

(1,864.2)

Net assets

529.3

459.8

 

DMGT plc

Consolidated Statement of Financial Position continued

At 30 September 2016

 

Unaudited

Audited

At 30 September

2016

At 30 September

2015

Note

£m

£m

SHAREHOLDERS' EQUITY

Called-up share capital

25

45.3

45.4

Share premium account

17.8

17.8

Share capital

63.1

63.2

Capital redemption reserve

5.0

4.9

Own shares

(88.7)

(76.3)

Translation reserve

11.9

(25.9)

Retained earnings

359.8

339.0

Equity attributable to owners of the Company

351.1

304.9

Non-controlling interests

178.2

154.9

529.3

459.8

Approved by the Board on 30 November 2016.

 

DMGT plc

Consolidated Cash Flow Statement

for the year ended 30 September 2016

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

Cash generated by operations

12

261.0

281.3

Taxation paid

(29.7)

(25.0)

Taxation received

0.8

3.4

Net cash from operating activities

232.1

259.7

Investing activities

Interest received

1.6

1.0

Dividends received from joint ventures and associates

5.3

26.6

Dividends received from available-for-sale investments

7

-

3.1

Purchase of property, plant and equipment

15

(27.2)

(28.7)

Expenditure on internally generated intangible fixed assets

14

(58.3)

(53.1)

Expenditure on other intangible assets

14

(3.0)

(3.4)

Purchase of available-for-sale investments

(1.6)

(11.3)

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

15, 16

1.5

19.0

Proceeds on disposal of available-for-sale investments

0.1

-

Purchase of subsidiaries

21

(29.5)

(95.0)

Settlements and collateral payments on treasury derivatives

(40.4)

(8.5)

Purchase of option over equity instrument

20

(6.5)

-

Investment in joint ventures and associates

(4.7)

(14.9)

Loans advanced to joint ventures and associates

(0.2)

(2.5)

Loans to joint ventures and associates repaid

1.2

-

Proceeds on disposal of businesses

22

 39.5

113.4

Proceeds on disposal of joint ventures and associates

 72.0

 10.1

Proceeds from redemption of preference share capital

 14.4

-

Net cash used in investing activities

(35.8)

(44.2)

Financing activities

Purchase of additional interests in controlled entities

21

(0.2)

(0.2)

Equity dividends paid

10

(76.4)

(75.0)

Dividends paid to non-controlling interests

(12.7)

(9.8)

Issue of shares by Group companies to non-controlling interests

0.3

0.8

Purchase of own shares

(29.8)

(127.1)

Net payment on settlement of subsidiary share options

(1.2)

(0.7)

Interest paid

(33.9)

(40.9)

Premium on redemption of bonds

8

-

(39.9)

Bonds redeemed

8

-

(153.2)

Loan notes repaid

(0.5)

(0.5)

Repayments of obligations under finance lease agreements

(0.2)

-

Inception of finance leases

0.6

-

(Decrease)/increase in bank borrowings

(60.6)

234.3

Net cash used in financing activities

(214.6)

(212.2)

Net (decrease)/increase in cash and cash equivalents

(18.3)

3.3

Cash and cash equivalents at beginning of year

31.5

29.0

Exchange profit/(loss) on cash and cash equivalents

4.3

(0.8)

Net cash and cash equivalents at end of year

17.5

31.5

 

DMGT plc

NOTES

 

1

Basis of preparation

While the financial information contained in this unaudited preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS.

 

This financial information have been prepared for the year ended 30 September 2016.

 

Other than the Daily Mail, The Mail on Sunday, Metro and Wowcher businesses, the Group prepares accounts for a year ending on 30 September. The Daily Mail, The Mail on Sunday, Metro and Wowcher businesses prepare financial statements for a 52 or 53 week financial period ending on a Sunday near to the end of September and do not prepare additional financial statements corresponding to the Group's financial year for consolidation purposes as it would be impracticable to do so. The Group considers whether there have been any significant transactions or events between the end of the financial year of these businesses and the end of the Group's financial year and makes any material adjustments as appropriate.

 

The information for the year ended 30 September 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 2015 has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006. The audit of the statutory accounts for the year ended 30 September 2016 is not yet complete. These accounts will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting.

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the management report on pages 10 to 20. The company has long term financing in the form of Eurobonds and meets its day-to-day working capital requirements through bank facilities which expire in March 2019. The Board's forecasts and projections, after taking account of reasonably possible changes in trading performance, show that the company is expected to operate within the terms of its current facilities. After making enquiries, the Directors have a reasonable expectation that the Group will have access to adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 

This financial information has been prepared in accordance with the accounting policies set out in the 2015 Annual Report and Accounts, as amended, where appropriate, by new or amended International Financial Reporting Standards (IFRS) described below.

 

The Group's financial statements incorporate the financial statements of the Company and all of its subsidiaries together with the Group's share of all of its interests in joint ventures and associates. The financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments which are held at fair value through profit or loss.

 

All amounts presented have been rounded to the nearest £0.1 million.

 

2

Significant accounting policies

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

Amendment to IAS 19, Defined Benefit Plans: Employee Contributions

 

Annual Improvements 2010-2012 cycles

Amendments to IFRS 2 Share Based Payments

Amendments to IFRS 3 Business Combinations, Accounting for contingent consideration in a business combination

Amendments to IFRS 8 Operating Segments

Amendments to IFRS 13 Fair Value Measurement

Amendments to IAS 16 Property, Plant and Equipment

Amendments to IAS 24 Related Party Disclosures

Amendments to IAS 38 Intangible Assets

 

Annual Improvements 2011-2013 cycles

Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards

Amendments to IFRS 3 Business Combinations

Amendments to IFRS 13 Fair Value Measurement

Amendments to IAS 40 Investment Property

The above amendments have not had any significant impact on the Group's financial statements.

 

The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are only effective for the Group's accounting periods beginning on or after 1 October 2016. These new pronouncements are listed below:

 

Amendments to IFRS 11, Accounting for Acquisitions of Interests in Joint Operations (effective 1 January 2016)

Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortisation (effective 1 January 2016)

Amendments to IFRS 10 and IAS 28, Accounting for the sale or contribution of assets between an investor and its associate or joint venture (effective 1 January 2016) *

Amendment to IAS 1, Disclosure initiative (effective 1 January 2016)

Annual improvements 2012-2014 (effective 1 January 2016)

Amendment to IAS 7, Statement of cash flows (effective 1 January 2017) *

Amendment to IAS 12, Recognition of deferred tax assets for unrealised losses (effective 1 January 2017) *

IFRS 15, Revenue from Contracts with Customers (effective 1 January 2018)

IFRS 9, Financial Instruments (effective 1 January 2018) *

IFRS 16, Leases (effective 1 January 2019) *

 

* Not yet endorsed for use in the EU.

 

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

 

DMGT plc

NOTES

 

3

Critical accounting judgements and key sources of estimation uncertainty

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

 

Forecasting

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

 

Impairment of goodwill and intangible assets

Determining whether goodwill and intangible assets are impaired or whether a reversal of an impairment of intangible assets should be recorded requires an estimation of the value in use of the relevant cash generating unit (CGU). The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU and compare the net present value of these cash flows using a suitable discount rate to determine if any impairment has occurred. A key area of judgement is deciding the long-term growth rate 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 the year end was £1,480.8 million (2015 £1,332.6 million) after a net impairment charge on continuing operations of £53.6 million (2015 £18.5 million) was recognised during the year.

 

Acquisitions and intangible assets

The Group's accounting policy on the acquisition of subsidiaries is to allocate purchase consideration to the fair value of identifiable assets, liabilities and contingent liabilities acquired with any excess consideration representing goodwill. Determining the fair value of assets, liabilities and contingent liabilities acquired requires significant estimates and assumptions, including assumptions with respect to cash flows and unprovided liabilities and commitments, including in respect to tax, 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. The Group has made a provision for outstanding contingent consideration amounting to £52.6 million (2015 £54.3 million) and put options payable amounting to £44.8 million (2015 £51.2 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. The Group has outstanding contingent consideration receivable amounting to £1.4 million (2015 £2.3 million). During the year the Group received £nil (2015 £0.2 million) of previously unrecognised contingent consideration.

 

Contract discount and rebate provisions

The dmg media segment enters into agreements with advertising agencies and certain clients, which are subject to a minimum spend and typically include a commitment to deliver rebates to the agency or client based on the level of agency spend over the contract period. These rebates can take the form of free advertising space, cash payments or both. The rebate provision is calculated using the forecast spend over the contract period and rebate entitlement set out in the trading agreement. Calculating the required provision therefore requires an estimate of future period spend in determining what tier of spend the agencies may reach over the agreement. At the year end the Group has contract discount and rebate provisions amounting to £20.9 million (2015 £25.6 million).

 

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.

 

EBITDA

The Group discloses EBITDA, being adjusted operating profit before depreciation 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 12 and the ratio of net debt to EBITDA is disclosed in note 17.

 

DMGT plc

NOTES

 

3

Critical accounting judgements and key sources of estimation uncertainty continued

Share-based payments

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

 

Taxation

Being a multinational Group with tax affairs in many geographic locations inherently leads to a highly complex tax structure which makes the degree of estimation and judgement more challenging. The resolution of issues is not always within the control of the Group and is often dependent on the efficiency of legal processes. Such issues can take several years to resolve. The Group accounts for unresolved issues based on its best estimate of the final outcome, however, the inherent uncertainty regarding these items means that the eventual resolution could differ significantly from the accounting estimates and, therefore, impact the Group's results and future cash flows. As described above, the Group makes estimates regarding the recoverability of deferred tax assets relating to losses based on forecasts of future taxable profits which are, by their nature, uncertain.

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 Consolidated Income Statement and the amounts of actuarial gains and losses recognised in the Consolidated Statement of Comprehensive Income and Consolidated Statement of Changes in Equity. The carrying amount of the retirement benefit obligation at 30 September 2016 was a deficit of £246.0 million (2015 £159.3 million).

 

DMGT plc

NOTES

 

4

Segment analyisis

The Group's business activities are split into five operating divisions: RMS; dmg information; dmg events; Euromoney 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.

 

Details of the types of products and services from which each segment derives its revenues are included within the Strategic Report.

 

The accounting policies applied in preparing the management information for each of the reportable segments are the same as the Group's accounting policies described in notes 1 and 2.

 

Year ended 30 September

2016

Total external revenue

Segment operating profit

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

Adjusted operating profit

£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)

 1,917.3

Adjusted operating profit

277.0

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

(54.7)

Impairment of goodwill and acquired intangible assets arising on business combinations

(53.6)

Amortisation of acquired intangible assets arising on business combinations

(42.3)

Operating profit before share of results of joint ventures and associates

126.4

Share of results of joint ventures and associates

 5

3.0

Total operating profit

129.4

Other gains and losses

 6

137.9

Profit before investment revenue, net finance costs and tax

267.3

Investment revenue

 7

2.5

Net finance costs

 8

(22.9)

Profit before tax

246.9

Tax

 9

(32.7)

Profit for the year

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.

 

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:

 

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

£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)

Continuing operations

(27.6)

(42.3)

(53.6)

(54.5)

(0.2)

 

In Euromoney the impairment charge includes £12.9 million relating to Indaba, £8.2 million to Total Derivatives, £5.9 million to Hedge Fund Intelligence and £1.7 million relating to Euromoney Indices (note 14) reflecting 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 (note 14) 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 anlaysed as follows :

 

Severance costs

Consultancy charges

Other restructuring costs

Supplier entering voluntary administration

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)

(24.8)

(10.2)

(2.0)

(5.1)

(7.9)

(1.5)

(3.0)

(54.5)

 

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:

 

Year ended 30 September

2016

Depreciation of property, plant and equipment and investment property

Research costs

Investment revenue

Net finance

costs

Note 7

Note 8

£m

£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)

Continuing operations

(36.2)

(46.0)

2.5

(22.9)

 

DMGT plc

NOTES

 

4

Segment analysis continued

 

Year ended 30 September

2015

External revenue

Inter-segment revenue

Total revenue

Segment operating profit

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

Adjusted operating profit

Note

£m

£m

£m

£m

£m

£m

RMS

186.7

 0.8

 187.5

26.2

(0.3)

26.5

dmg information

429.9

-

 429.9

74.4

(0.2)

74.6

dmg events

94.5

-

94.5

20.2

-

20.2

Euromoney

403.4

-

 403.4

 110.6

 3.9

 106.7

dmg media

730.9

-

 730.9

 125.2

29.1

96.1

1,845.4

 0.8

 1,846.2

356.6

32.5

324.1

Corporate costs

 (i)

(36.0)

Discontinued operations

 23, (ii)

(2.7)

(1.1)

1,842.7

Adjusted operating profit

 287.0

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

(22.5)

Impairment of goodwill and acquired intangible assets arising on business combinations

(18.5)

Amortisation of acquired intangible assets arising on business combinations

(39.2)

Operating profit before share of results of joint ventures and associates

206.8

Share of results of joint ventures and associates

 5

11.3

Total operating profit

218.1

Other gains and losses

 6

82.4

Profit before investment revenue, net finance costs and tax

300.5

Investment revenue

 7

4.0

Net finance costs

 8

(88.4)

Profit before tax

216.1

Tax

 9

(20.8)

Profit from discontinued operations

23

50.0

Profit for the year

245.3

 

(i)

Included within corporate costs is a credit of £1.3 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 dmg media's digital recruitment businesses 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:

 

Year ended 30 September

2015

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

£m

£m

£m

£m

£m

RMS

(5.8)

-

-

-

-

dmg information

(10.4)

(18.6)

-

-

-

dmg events

-

(2.1)

-

-

-

Euromoney

(2.7)

(17.9)

(18.5)

(3.2)

-

dmg media

(4.3)

(0.6)

-

(17.7)

(1.6)

(23.2)

(39.2)

(18.5)

(20.9)

(1.6)

Continuing operations

(23.2)

(39.2)

(18.5)

(20.9)

(1.6)

 

The Group's tax charge includes a related credit of £7.0 million in relation to these items.

 

In Euromoney exceptional operating costs comprise restructuring and other exceptional costs following the reorganisation of certain businesses, office move costs and CIE legal costs. The impairment charge of £18.5 million relates to Hedgefund Intelligence, CIE and Indaba.

 

In the dmg media segment exceptional costs comprise £8.6 million severance, £4.5 million consultancy costs, office move costs of £3.9 million and £0.7 million relating to contingent consideration required to be treated as remuneration.

 

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:

 

Year ended 30 September

2015

Depreciation of property, plant and equipment and investment property

Research costs

Investment revenue

Net finance

costs

Note 7

Note 8

£m

£m

£m

£m

RMS

(6.2)

(49.6)

 0.2

-

dmg information

(8.4)

(3.6)

 0.2

(0.6)

dmg events

(0.6)

(0.1)

0.1

-

Euromoney

(2.6)

(11.2)

0.4

1.3

dmg media

(15.1)

(1.7)

-

(1.4)

(32.9)

(66.2)

0.9

(0.7)

Corporate costs

(0.1)

-

 3.1

(87.7)

(33.0)

(66.2)

 4.0

(88.4)

Continuing operations

(33.0)

(66.2)

4.0

(88.4)

 

DMGT plc

NOTES

 

4

Segment analysis continued

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

 

Unaudited

Audited

Audited

Audited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Year ended 30 September

2015

Year ended 30 September

2015

Year ended 30 September

2015

Total and continuing operations

Total

Discontinued operations

(note 23)

Inter-segment

Continuing operations

£m

£m

£m

£m

£m

Print advertising

247.9

281.0

-

-

281.0

Digital advertising

131.6

134.4

(2.7)

-

131.7

Circulation

314.7

312.2

-

-

312.2

Subscriptions

623.2

561.9

-

(0.8)

561.1

Events, conferences and training

233.9

224.2

-

-

224.2

Transactions and other

366.0

332.5

-

-

332.5

1,917.3

1,846.2

(2.7)

(0.8)

1,842.7

 

Investment revenue is shown in note 7, and finance income in note 8.

 

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

Audited

Audited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Year ended 30 September

2015

Year ended 30 September

2015

Total and continuing operations

Total

Discontinued operations

(note 23)

Continuing operations

£m

£m

£m

£m

UK

1,023.0

1,048.5

(2.7)

 1,045.8

North America

714.9

632.1

-

 632.1

Rest of Europe

47.6

 39.2

-

39.2

Australia

17.5

 16.8

-

16.8

Rest of the World

114.3

108.8

-

 108.8

1,917.3

1,845.4

(2.7)

 1,842.7

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

Unaudited

Audited

Audited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Year ended 30 September

2015

Year ended 30 September

2015

Total and continuing operations

Total

Discontinued operations

(note 23)

Continuing operations

£m

£m

£m

£m

UK

891.2

932.2

(2.7)

 929.5

North America

638.0

563.4

-

 563.4

Rest of Europe

193.0

165.8

-

 165.8

Australia

24.2

 24.0

-

24.0

Rest of the World

170.9

160.0

-

 160.0

1,917.3

1,845.4

(2.7)

 1,842.7

The closing net book value of goodwill, intangible assets, property, plant and equipment and investment property is analysed by geographic area as follows:

Unaudited

Audited

Unaudited

Audited

Unaudited

Audited

Closing net book value of goodwill

Closing net book value of goodwill

Closing net book value of intangible assets

Closing net book value of intangible assets

Closing net book value of property, plant and equipment

Closing net book value of property, plant and equipment

At 30 September

2016

At 30 September

2015

At 30 September

2016

At 30 September

2015

At 30 September

2016

At 30 September

2015

(note 14)

(note 14)

(note 14)

(note 14)

(note 15)

(note 15)

£m

£m

£m

£m

£m

£m

UK

234.4

248.7

122.5

121.0

132.8

143.1

North America

687.7

627.9

345.4

286.5

36.6

32.6

Rest of Europe

30.2

 8.7

25.0

 11.7

3.8

3.3

Australia

 5.1

 3.8

 1.3

1.3

0.7

0.4

Rest of the World

24.2

19.6

 5.0

3.4

2.2

1.7

981.6

908.7

499.2

423.9

176.1

181.1

 

DMGT plc

NOTES

 

5

Share of results of joint ventures and associates

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

Share of adjusted operating profits from operations of joint ventures

0.5

0.3

Share of adjusted operating profits from operations of associates

(i)

22.4

32.2

Share of adjusted operating profits from joint ventures and associates

22.9

32.5

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

22.9

32.5

Share of exceptional operating costs of associates

(3.5)

(4.2)

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

(9.2)

(8.4)

Share of associates' interest payable

(3.2)

(2.3)

Share of joint ventures' tax

(0.3)

(0.3)

Share of associates' tax

(2.2)

(4.2)

Impairment of carrying value of joint ventures

(ii)

(0.1)

(1.7)

Impairment of carrying value of associates

(iii)

(1.4)

-

3.0

11.3

Share of results from operations of joint ventures

0.2

(0.1)

Share of results from operations of associates

4.3

13.1

Impairment of carrying value of joint ventures

(ii)

(0.1)

(1.7)

Impairment of carrying value of associates

(iii)

(1.4)

-

3.0

11.3

 

(i)

Share of adjusted operating profits from associates includes £21.4 million (2015 £14.0 million) from the Group's interest in Zoopla and £nil (2015 £16.8 million) from the Group's interest in Local World in the dmg media segment.

 

(ii)

This represents a write-down in the carrying value of Mail Today Newspapers Pte Ltd in the dmg media segment. In the prior year this represented a write-down in the carrying value of Artrix Limited in the dmg media segment.

 

(iii)

This represents a write-down in the carrying value of Spaceway Storage Services UK Limited in the dmg media segment.

6

Other gains and losses

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

Profit on disposal of available-for-sale investments

(i)

-

45.2

Impairment of available-for-sale assets

-

(1.0)

Profit on disposal of property, plant and equipment

0.5

3.1

Profit on disposal of businesses

(ii)

73.5

6.5

Recycled cumulative translation differences

(ii)

0.6

2.1

Gain on change in control

(iii)

13.5

19.8

Profit on disposal of joint ventures and associates

(iv)

49.8

6.7

137.9

82.4

 

There is a tax charge of £3.5 million in relation to these other gains and losses (2015 £nil).

 

(i)

In the prior year this principally relates to a £45.5 million profit on disposal of Capital DATA Ltd within the Euromoney segment. The consideration received was £13.5 million zero coupon preference shares, together with £37.8 million ordinary shares (representing 15.5%) in Diamond TopCo Ltd (Dealogic). The consideration received in the form of ordinary shares is restricted by £5.8 million, representing an adjustment for the percentage of Euromoney's 15.5% ownership in Dealogic. The original investment in Capital DATA Ltd was accounted for as an available-for-sale investment with a carrying value of £nil.

 

(ii)

Principally relates to a £60.5 million profit on disposal of Wowcher Ltd in the dmg media segment, £5.3 million profit on sale of Gulf Publishing and £1.7 million profit on sale of The Petroleum Economist both in the Euromoney segment. In the prior year this principally relates to a £7.6 million profit on disposal of Lewtan in the dmg information segment, together with a £2.5 million profit on disposal of various newsletter publications and website services titles within the Euromoney segment, inclusive of recycled cumulative translation differences.

 

(iii)

During the current period, the Group increased its interests in Dailymail.com Australia Pty Ltd in the dmg media segment and Instant Services AG, The Petrochemical Standard Inc. and Ochresoft Technologies Ltd, in the dmg information segment. In the prior year the Group increased its interests in Petrotranz Inc, Commodity Vectors Ltd and TreppPort LLC within the dmg information segment and obtained control. 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 gain during the relevant period.

 

(iv)

Principally relates to the disposal of the Group's 38.7% equity stake in Local World Holdings Ltd, held by the dmg media segment. In the prior year this principally relates to a £2.9 million profit on disposal of Capital NET Ltd within the Euromoney segment, £2.2 million profit on disposal of 1.38% of the Group's holding in Zoopla in the dmg media segment and £1.4 million profit on disposal of Cougar Software Pty Ltd in the dmg information segment.

 

DMGT plc

NOTES

 

7

Investment revenue

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

Dividend income - Press Association

(i)

-

3.1

Interest receivable from short-term deposits

0.7

0.9

Interest receivable on loan notes

1.8

-

2.5

4.0

(i)

Distributions in the prior year followed the Press Association's disposal of its investment in MeteoGroup.

 

8

Net finance costs

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

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

(38.0)

(35.9)

Premium on bond redemption

(i)

-

(39.9)

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

(1.5)

(2.4)

Finance charge on defined benefit pension schemes

(4.6)

(6.8)

Change in fair value of derivative hedge of bond

2.3

2.1

Change in fair value of hedged portion of bond

(2.3)

(2.1)

Finance charge on discounting of contingent consideration payable

(ii)

(0.1)

(0.6)

Fair value movement of undesignated financial instruments

(5.4)

(4.9)

Fair value movement of contingent consideration receivable

-

(1.9)

Fair value movement of contingent consideration payable

-

(0.4)

Finance costs

(49.6)

(92.8)

Finance income on discounting of contingent consideration receivable

(ii)

-

0.2

Fair value movement of contingent consideration payable

(ii)

12.3

-

Change in present value of acquisition put options

14.4

4.2

Finance income

26.7

4.4

Net finance costs

(22.9)

(88.4)

 

(i)

In the prior year the Company announced its invitation to holders of its outstanding £165.0 million 2021 bonds and its outstanding £349.7 million 2018 bonds to tender their bonds for purchase by the Company for cash. On 30 September 2014 the Company announced the results and cash price payable of validly tendered 2018 and 2021 bonds. The total cash price payable by the Company amounted to £193.1 million, including a premium of £39.9 million, which was paid on 1 October 2014.

 

(ii)

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

 

9

Tax

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

The charge on the profit for the period consists of:

UK tax

Corporation tax at 20% (2015 20.5%)

(0.6)

(4.6)

Adjustments in respect of prior years

(i)

(1.9)

(1.1)

(2.5)

(5.7)

Overseas tax

Corporation tax

(33.0)

(25.1)

Adjustments in respect of prior years

(i)

0.8

3.3

Total current tax

(34.7)

(27.5)

Deferred tax

Origination and reversals of temporary differences

(12.0)

5.9

Adjustments in respect of prior years

(i)

14.0

0.8

Total deferred tax

2.0

6.7

Total Tax

(32.7)

(20.8)

 

(i)

The net prior year credit of £12.9 million (2015 £3.0 million) arose largely from a reassessment of the level of tax provisions required, and a reassessment of temporary differences.

 

A deferred tax charge of £16.6 million (2015 £2.1 million charge) relating to the actuarial movement on defined benefit pension schemes and a deferred tax credit of £1.4 million (2015 £0.6 million) relating to derivative financial instruments were recognised directly in the Consolidated Statement of Comprehensive Income. A deferred tax credit of £1.4 million (2015 £1.4 million) and a current tax credit of £5.4 million (2015 £nil) was recognised directly in equity.

 

Legislation was passed in November 2015 to reduce the UK corporation tax rate from 20.0% to 19.0% from 1 April 2017. A further 2.0% reduction was enacted in September 2016. As a result of this change, UK deferred tax balances have been remeasured at 17.0% as this is the tax rate that will apply on reversal unless the timing difference is expected to reverse before April 2020, in which case the appropriate tax rate has been used.

 

DMGT plc

NOTES

 

9

Tax continued

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 £37.4 million (2015 £41.4 million) and the resulting rate is 14.4% (2015 14.8%). The differences between the tax charge and the adjusted tax charge are shown in the reconciliation below:

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

£m

£m

Total tax charge on the profit for the year

(32.7)

(20.8)

Share of tax in joint ventures and associates

(2.5)

(4.5)

Deferred tax on intangible assets

(12.0)

(8.4)

Reassessment of temporary differences

24.0

4.4

Tax on other adjusting items

(14.2)

(12.1)

Adjusted tax charge on the profit for the year

(37.4)

(41.4)

 

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 include a net charge of £31.4 million (2015 £4.4 million) relating to the derecognition of overseas tax losses and a credit of £9.7 million (2015 £nil) relating to the reassessment of other temporary differences which are treated as exceptional due to their distortive impact on the Group's adjusted tax charge.

 

The net deferred tax asset disclosed in the Consolidated Statement of Financial Position in respect of deferred interest, tax losses and tax credits is analysed as follows:

 

Unaudited

Audited

At 30 September

2016

At 30 September

2015

£m

£m

UK

55.2

64.6

Rest of Europe

1.5

 1.6

North America

 101.6

97.1

Australia

11.0

8.4

169.3

171.7

 

These losses have been recognised on the basis that the Directors are of the opinion, based on recent and forecast trading, that sufficient suitable taxable profits will be generated in the relevant territories in future accounting periods, such that it is considered probable that these assets will be recovered. Of these assets £21.1 million (2015 £6.3 million) have expiry dates between 2017 and 2035.

 

There is an unrecognised deferred tax asset of £72.2 million (2015 £74.3 million) which relates to revenue losses and £34.3 million (2015 £nil) which relates to deferred interest where there is insufficient certainty that these losses will be utilised in the foreseeable future. There is an additional unprovided deferred tax asset relating to capital losses carried forward of £131.2 million (2015 £133.0 million). Of these assets £42.7 million (2015 £28.1 million) have expiry dates between 2022 and 2036.

 

No deferred tax liability is recognised on temporary differences of £321.5 million (2015 £281.0 million) relating to the unremitted earnings of overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. The temporary differences at 30 September 2016 represent only the unremitted earnings of those overseas subsidiaries where remittance to the UK of those earnings may still result in a tax liability, principally as a result of a dividend withholding taxes levied by the overseas tax jurisdictions in which these subsidiaries operate.

 

10

Dividends paid

 

Unaudited

Unaudited

Audited

Audited

Year ended 30 September

2016

Year ended 30 September

2016

Year ended 30 September

2015

Year ended 30 September

2015

Pence per share

£m

Pence per share

£m

Amounts recognisable as distributions to equity holders in the year

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

14.90

3.0

-

-

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

14.90

49.7

-

-

Ordinary Shares - final dividend for the year ended 30 September 2014

-

-

 14.20

 2.8

A Ordinary Non-Voting Shares - final dividend for the year ended 30 September 2014

-

-

 14.20

48.9

52.7

51.7

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

6.70

1.3

-

-

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

6.70

22.4

-

-

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

-

-

6.50

 1.3

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

-

-

6.50

22.0

23.7

23.3

76.4

75.0

 

The Board has declared a final dividend of 15.3 pence per Ordinary/A Ordinary Non-Voting Share (2015 14.9 pence) which will absorb an estimated £55.4 million (2015 £52.9 million) of shareholders' equity for which no liability has been recognised in these financial statements. It will be paid on 10 February 2017 to shareholders on the register at the close of business on 9 December 2016.

 

DMGT plc

NOTES

 

11

Adjusted profit

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

Profit before tax - continuing operations

4

246.9

216.1

Profit before tax - discontinued operations

23

-

1.1

Adjust for:

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

 4, 5, 23

 51.5

47.7

Impairment of goodwill and intangible assets arising on business combinations

 4, 23

 53.6

18.5

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

4, 23, (i)

 54.7

22.5

Share of exceptional operating costs of joint ventures and associates

5

3.5

4.2

Impairment of carrying value of joint ventures and associates

5

1.5

1.7

Other gains and losses:

Profit on disposal of available-for-sale investments

6

-

(45.2)

Impairment of available-for-sale assets

6

-

1.0

Profit on disposal of property, plant and equipment

6

(0.5)

(3.1)

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

6

(137.4)

(35.1)

Investment revenue:

Dividend income - Press Association

7

-

(3.1)

Finance costs:

Premium on bond redemption

8

-

 39.9

Finance charge on defined benefit pension schemes

8

4.6

6.8

Fair value movements

8, (ii)

(21.3)

3.0

Tax:

Share of tax in joint ventures and associates

 5, 9, 23

2.5

4.5

Adjusted profit before tax and non-controlling interests

259.6

280.5

Total tax charge on the profit for the year

9

(32.7)

(20.8)

Adjust for:

Share of tax in joint ventures and associates

 5, 9

(2.5)

(4.5)

Deferred tax on intangible assets

9

(9.8)

(8.4)

Reassessment of temporary differences

9

24.0

4.4

Tax on other adjusting items

9

(16.4)

(12.1)

Non-controlling interests

(iii)

(24.4)

(23.6)

Adjusted profit after taxation and non-controlling interests

197.8

215.5

 

(i)

See note 4 for a description of exceptional operating costs.

 

(ii)

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

 

(iii)

The adjusted non-controlling interests' share of profits for the year of £24.4 million (2015 £23.6 million) is stated after eliminating a charge of £14.4 million (2015 credit £5.1 million), being the non-controlling interests' share of adjusting items.

 

12

EBITDA and cash generated by operations

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Note

£m

£m

Continuing operations

Adjusted operating profit

4

277.0

287.0

Non-exceptional depreciation charge

36.2

33.0

Amortisation of internally generated and acquired computer software

4

27.6

23.2

Operating profits from joint ventures and associates

5

22.9

32.5

Discontinued operations

Adjusted operating profit

23

-

1.1

EBITDA

363.7

376.8

Adjustments for:

Share-based payments

 16.0

 17.3

Loss on disposal of property, plant and equipment

0.4

1.6

Pension charge less than cash contributions

4

(0.9)

(1.3)

Share of profits from joint ventures and associates

5

(22.9)

(32.5)

Exceptional operating costs

4

(54.5)

(20.9)

Decrease/(increase) in inventories

4.2

(8.1)

Increase in trade and other receivables

(11.2)

(19.7)

Increase in trade and other payables

5.6

18.8

Decrease in provisions

(2.4)

(2.6)

Additional payments into pension schemes

(34.0)

(48.1)

Cash generated by operations

264.0

281.3

Taxation paid

(29.7)

(25.0)

Taxation received

0.8

3.4

Net cash from operating activities

235.1

259.7

 

DMGT plc

NOTES

 

13

Earnings per share

Basic earnings per share of 57.8 pence (2015 60.1 pence) and diluted earnings per share of 56.4 pence (2015 59.0 pence) are calculated, in accordance with IAS 33, Earnings per share, on Group profit for the financial year of £204.2 million (2015 £166.6 million) as adjusted for the effect of dilutive Ordinary Shares of £0.9 million (2015 £0.3 million) and earnings from discontinued operations of £nil (2015 £50.0 million) and on the weighted average number of Ordinary Shares in issue during the year, as set out below.

 

As in previous years, adjusted earnings per share have also been disclosed since the Directors consider that this alternative measure gives a more comparable indication of the Group's underlying trading performance. Adjusted earnings per share of 56.0 p (2015 59.7 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 £197.8 million (2015 £215.5 million), as set out in note 11 above, and on the basic weighted average number of ordinary shares in issue during the year.

 

Basic and diluted earnings per share

 

Unaudited

Unaudited

Audited

Audited

Year ended 30 September

2016

Year ended 30 September

2016

Year ended 30 September

2015

Year ended 30 September

2015

Basic earnings

Diluted earnings

Basic earnings

 

Diluted earnings

 

£m

£m

£m

£m

Earnings from continuing operations

204.2

204.2

166.6

166.6

Effect of dilutive Ordinary Shares

-

(0.9)

-

(0.3)

Earnings from discontinued operations

-

-

50.0

50.0

204.2

203.3

216.6

216.3

Unaudited

Unaudited

Audited

Audited

Year ended 30 September

2016

Year ended 30 September

2016

Year ended 30 September

2015

Year ended 30 September

2015

Basic

Diluted

Basic

Diluted

pence

pence

pence

pence

per share

per share

per share

per share

Earnings per share from continuing operations

57.8

56.6

46.2

45.5

Effect of dilutive Ordinary Shares

-

(0.2)

-

(0.1)

Earnings per share from discontinued operations

-

-

13.9

13.6

Earnings per share from continuing and discontinued operations

57.8

56.4

60.1

59.0

Adjusted earnings per share from continuing and discontinued operations

56.0

54.9

59.7

58.8

Effect of dilutive Ordinary Shares

-

(0.2)

-

(0.1)

Adjusted earnings per share from continuing and discontinued operations

56.0

54.7

59.7

58.7

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

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

Number

Number

m

m

Number of Ordinary Shares in issue

362.4

372.4

Own shares held

(9.0)

(11.6)

Basic earnings per share denominator

353.4

360.8

Effect of dilutive share options

7.2

5.7

Dilutive earnings per share denominator

360.6

366.5

 

DMGT

NOTES

14

Goodwill and other intangible assets

 

Goodwill

Other Intangibles

£m

£m

Cost

At 30 September 2014

817.3

841.4

Additions from business combinations

140.1

 55.2

Other additions

-

3.4

Internally generated

(0.5)

 53.1

Disposals

(18.9)

(41.9)

Exchange adjustment

28.3

 33.2

At 30 September 2015

966.3

944.4

Additions from business combinations

 39.1

 40.0

Other additions

-

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

Accumulated amortisation and impairment

At 30 September

2014

 52.7

480.7

Amortisation

-

 62.4

Impairment

 18.5

-

Disposals

(14.3)

(40.3)

Exchange adjustment

0.7

 17.7

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

Net book value - 30 September 2014

764.6

360.7

Net book value - 30 September 2015

908.7

423.9

Net book value - 30 September 2016

981.6

499.2

 

The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Intangible assets, all of which have finite lives, are tested separately from goodwill only where impairment indicators exist. Goodwill impairment losses recognised in the year amounted to £46.8 million (2015 £18.5 million), relating to Total Derivatives, Hedgefund Intelligence, Indices and Indaba in the Euromoney segment and Elite Daily in the media segment. There is a £2.8 million tax credit associated with this impairment charge.

 

The goodwill impairment charge recognised in the prior year was £18.5 million, relating to Hedgefund Intelligence, CIE and Indaba in the Euromoney segment. There is a £2.2 million tax credit associated with this impairment charge.

 

When testing for impairment, the recoverable amounts of the Group's CGUs are measured using either of value in use or 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 Board-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 11.25% to 25.0% (2015 11.9% to 19.2%) the choice of rates depending on the risks specific to that CGU. The Directors' estimate of the Group's weighted average cost of capital is 8.0% (2015 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 nominal long-term growth rates beyond these periods. The nominal long-term growth rates range between 1.0% and 5.0% (2015 2.0% 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.

 

15

Property, plant and equipment

During the year the Group spent £27.2 million (2015 £28.7 million) on property, plant and equipment and disposed certain of its property, plant and equipment with a carrying value of £1.4 million (2015 £13.3 million) for proceeds of £1.2 million (2015 £16.1 million).

 

16

Investment property

The fair value of the Group's investment properties at 30 September 2016 was £nil (2015 £0.3 million). In the prior year this was arrived at by reference to market evidence for similar properties and was carried out by an officer of the Group's property department. Property rental income earned by the Group from its investment properties amounted to £nil (2015 £0.2 million). Direct operating expenses arising on the investment properties in the year amounted to £nil (2015 £0.5 million).

 

During the year the Group disposed of investment property with a carrying value of £nil (2015 £4.2 million) for proceeds of £0.3 million (2015 £2.9 million).

 

DMGT

NOTES

17

Analysis of net debt

 

Unaudited

Audited

At 30 September

2016

At 30 September

2015

Note

£m

£m

Net debt at start including derivatives

(701.5)

(573.0)

Cash flow

 83.2

(27.0)

Debt with acquisitions

(0.2)

(3.0)

Foreign exchange movements

(59.8)

2.2

Other non-cash movements

(i)

(0.4)

(2.0)

Net debt at year end including derivatives

(678.7)

(602.8)

Analysed as:

Cash and cash equivalents

 25.7

31.7

Cash and cash equivalents included within assets held for resale

-

0.5

Unsecured bank overdrafts

(8.2)

(0.7)

Cash and cash equivalents in the cash flow statement

 17.5

31.5

Debt due within one year

Finance lease obligations

(0.4)

(0.2)

Loan notes

(2.4)

(2.5)

Debt due in more than one year

Bonds

(425.3)

(420.2)

Bank loans

(267.7)

(306.7)

Finance lease obligations

(0.7)

(0.2)

Net debt at year end

(679.0)

(698.3)

Effect of derivatives on debt

(ii)

(16.8)

(3.2)

Collateral deposits

17.1

-

Net debt including derivatives

(678.7)

(701.5)

 

The net cash outflow of £18.3 million (2015 £3.3 million) includes a cash outflow of £24.5 million (2015 £20.0 million) in respect of operating exceptional items.

 

(i)

Other non-cash movements comprise the unwinding of the bond issue discount amounting to £2.5 million (2015 £2.2 million), amortisation of bond issue costs of £0.3 million (2015 £0.3 million), accrued collateral payments together with the inception of new finance leases of £0.6 million (2015 £nil).

 

(ii)

The effect of derivatives on debt is the net currency gain or loss on derivatives entered into with the intention of economically converting the currency borrowings into an alternative currency.

 

18

Borrowings

 

Unaudited

Audited

At 30 September

2016

At 30 September

2015

£m

£m

Current liabilities

Bank overdrafts

8.2

0.7

Finance leases

0.4

0.2

Loan notes

2.4

2.5

11.0

3.4

Non-current liabilities

Bonds

425.3

420.2

Bank loans

267.7

306.7

Finance leases

0.7

0.2

693.7

727.1

 

19

Bank loans

The Group's total committed bank facilities amount to £624.2 million. Of these facilities £195.0 million are denominated in sterling and £429.2 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 covenants based on a maximum net debt to EBITDA ratio and 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 goodwill, intangible and tangible assets, before exceptional items and before interest and finance charges and is calculated in note 12. The covenants were met at the relevant test dates during the year.

 

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 was 9.4 times (2015 10.1 times).

 

Whilst the Group's internal target of a twelve month rolling net debt to EBITDA ratio of no greater than 2.0 times at any point, the limit imposed by its bank covenants is no greater than 3.75 times measured in March and September. The bank covenant ratio uses the average exchange rate in the calculation of net debt. The resultant net debt to EBITDA ratio is 1.77 times (2015 1.84 times). Using a closing rate basis for the valuation of net debt, the ratio was 1.87 times (2015 1.86 times).

 

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

 

Unaudited

Audited

Audited

At 30 September

2016

At 30 September

2015

At 30 September

2014

£m

£m

£m

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

 624.2

-

-

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

-

564.5

-

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

-

-

489.4

Total bank facilities

 624.2

564.5

489.4

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

Unaudited

Audited

Audited

At 30 September

2016

At 30 September

2015

At 30 September

2014

£m

£m

£m

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

 366.5

-

-

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

-

278.2

-

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

-

-

429.5

Total undrawn committed bank facilities

 366.5

278.2

429.5

 

DMGT

NOTES

 

20

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).

 

At 30 September

2016

Level 1

Level 2 (i)

Level 3 (ii)

Total

Unaudited

Note

£m

£m

£m

£m

Financial assets

Available-for-sale financial assets

-

-

 15.8

 15.8

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

 (i)

-

-

1.4

1.4

Derivative instruments in designated hedge accounting relationships

-

 21.2

-

 21.2

-

 21.6

 24.3

 45.9

Financial liabilities

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)

At 30 September

2015

Level 1

Level 2

Level 3

Total

Audited

£m

£m

£m

£m

Financial assets

Available-for-sale financial assets

-

-

 13.8

 13.8

Derivative instruments not designated in hedge accounting relationships

-

1.1

-

1.1

Provision for contingent consideration receivable

-

-

2.3

2.3

Derivative instruments in designated hedge accounting relationships

-

 19.9

-

 19.9

-

 21.0

 16.1

 37.1

Financial liabilities

Fair value through profit and loss

Derivative instruments not designated in hedge accounting relationships

-

(18.2)

-

(18.2)

Provision for contingent consideration payable

-

-

(54.3)

(54.3)

Derivative instruments in designated hedge accounting relationships

-

(10.9)

-

(10.9)

-

(29.1)

(54.3)

(83.4)

 

(i)

During the period the dmg information segment purchased an option to acquire an 18.7 % equity instrument in Axiometrics LLC. The option does not represent an equity interest since dmg information are not entitled to any economic benefits associated with this option.

 

The option has been recognised as a derivative asset and recorded at a fair value of £7.1 million. Changes in the fair value of this instrument will be recognised in the Consolidated Income Statement in Financing.

 

There were no transfers between categories in the period.

 

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

 

Available-for -sale financial assets are recorded at cost less provision for impairment, as since there is no active market upon which they are traded their fair values cannot be reliably measured. The recoverable amount is determined by discounting future cash flows to present value using market interest rates.

 

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

 

Reconciliation of level 3 fair value measurement of financial liabilities:

£m

At 30 September

2014

(20.2)

Cash paid to settle contingent consideration in respect of acquisitions

15.1

Change in fair value of contingent consideration in income

(0.4)

Finance charge on discounting of contingent consideration

(0.6)

Additions to contingent consideration

(48.0)

Contingent consideration owned by subsidiaries disposed

0.8

Adjustment to goodwill

0.5

Exchange adjustment

(1.5)

At 30 September

2015

(54.3)

Cash paid to settle contingent consideration in respect of acquisitions

0.3

Change in fair value of contingent consideration in income

12.3

Finance charge on discounting of contingent consideration

(0.1)

Additions to contingent consideration

(5.3)

Reclassification of amounts held in escrow

2.0

Exchange adjustment

(7.5)

At 30 September

2016

(52.6)

 

The key inputs into the significant level 3 financial liabilities are the future profitability of the businesses to which the contingent consideration relate and the discount rate. The estimated range of possible outcomes for the fair value of these liabilities is £2.2 million to £311.3 million (2015 £1.4 million to £355.5 million).

 

The reduction in fair value of contingent consideration of £12.3 million (2015 £0.4 million increase) and finance charge on discounting of contingent consideration of £0.1 million (2015 £0.6 million) were charged/credited to the Income statement under the Fair value movement of contingent consideration payable and the Finance charge on discounting of contingent consideration payable lines under net finance costs (note 8).

 

A one percentage point increase or decrease in the growth rate used in estimating the expected profits, results in the contingent consideration liability at 30 September 2016 increasing or decreasing by £0.5 million and £0.6 million respectively (2015 £0.5 million and £0.5 million), with the corresponding change to the value at 30 September 2016 charged or credited to the Income Statement in future periods.

 

The rates used to discount contingent consideration range from 0.0% to 1.3% (2015 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 liability at 30 September 2016 decreasing or increasing by £1.1 million and £0.3 million respectively (2015 £1.7 million and £1.7 million), with the corresponding change to the value at 30 September 2016 charged or credited to the Income Statement in future periods.

 

DMGT

NOTES

 

21

Summary of the effects of acquisitions

On 1 October 2015, the dmg information segment acquired the entire share capital of Estate Technical Solutions Ltd (ETSOS) for total consideration of £12.9 million. ETSOS is a UK-based property search company, primarily delivering residential and commercial property information to legal professionals.

 

ETSOS contributed £11.6 million to the Group's revenue, £0.7 million to the Group's operating profit and £0.5 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2016.

 

On 23 December 2015, the dmg information segment acquired assets from Par Framework Inc (PAR) for total consideration of £4.7 million. PAR is a is a provider of analytics-as-a-service to improve higher education student retention and graduation rates.

 

PAR contributed £0.8 million to the Group's revenue, a loss of £0.6 million to the Group's operating profit and a loss of £0.6 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2016.

 

If the acquisition had been completed on the first day of the financial period, PAR would have contributed £1.1 million to the Group's revenue, a loss of £0.6 million to the Group's operating profit and a loss of £0.6 million to the Group's adjusted profit after tax.

 

On 29 February 2016, the dmg events segment acquired the entire share capital of Exhibition Management Services Pty Ltd (EMS) for total consideration of £2.5 million. EMS operates a number of annual and biennial shows including SAITEX, a generalist trade show and Africa Big 7, a food and food services show, both of which are run annually in Johannesburg.

 

EMS contributed £2.2 million to the Group's revenue, £0.6 million to the Group's operating profit and £0.4 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2016.

 

If the acquisition had been completed on the first day of the financial period, EMS would have contributed £2.2 million to the Group's revenue, a profit of £0.4 million to the Group's operating profit and a profit of £0.3 million to the Group's adjusted profit after tax.

 

On 1 April 2016, the dmg information segment acquired a controlling interest in Instant Services (ISAG) a provider of property inspection services.

 

ISAG contributed £6.8 million to the Group's revenue (including £5.0 million to group companies), £1.0 million to the Group's operating profit and £0.7 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2016.

 

If the acquisition had been completed on the first day of the financial period, IS would have contributed £14.0 million to the Group's revenue, £1.9 million to the Group's operating profit and £1.6 million to the Group's adjusted profit after tax.

 

On 14 June 2016, the dmg information segment acquired the entire share capital of GP Energy Management, LLC (GP) for consideration of £5.6 million. GP is a multifaceated energy services company which provides energy management solutions including demand forecasts, customisable reporting and analytics.

 

GP contributed £0.7 million to the Group's revenue, a loss of £0.1 million to the Group's operating profit and a loss of £0.1 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2016.

 

If the acquisition had been completed on the first day of the financial period, GP would have contributed £2.7 million to the Group's revenue, a loss of £0.2 million to the Group's operating profit and a loss of £0.1 million to the Group's adjusted profit after tax.

 

On 2 September 2016, the Euromoney segment acquired the entire share capital of Fastmarkets (FM) for total consideration of £13.8 million. FM is a leading provider of real-time metals market information.

 

FM contributed £0.4 million to the Group's revenue, £24,000 to the Group's operating profit and £19,000 to the Group's profit after tax for the period between the date of acquisition and 30 September 2016.

 

If the acquisition had been completed on the first day of the financial period, FM would have contributed £4.5 million to the Group's revenue, £0.1 million to the Group's operating profit and £0.1 million to the Group's adjusted profit after tax.

 

Provisional fair value of net assets acquired with all acquisitions:

ETSOS

PAR

EMS

ISAG

GP

FM

Other

Total

Note

£m

£m

£m

£m

£m

£m

£m

£m

Goodwill

(i)

7.0

1.9

1.6

 16.1

 1.0

 7.2

4.3

39.1

Intangible assets

6.3

3.8

1.2

9.9

 4.2

 10.1

4.5

40.0

Property, plant and equipment

-

-

-

-

-

-

0.3

 0.3

Inventories

-

-

0.1

-

-

-

-

 0.1

Trade and other receivables

(ii)

1.3

0.2

0.3

1.5

 0.4

 0.8

2.1

 6.6

Cash and cash equivalents

0.9

-

1.5

3.0

 0.1

 0.7

2.0

 8.2

Trade and other payables

(1.1)

(1.2)

(1.9)

(1.5)

(0.1)

(3.3)

(10.8)

(19.9)

Finance lease obligations

-

-

-

-

-

-

(0.2)

(0.2)

Corporation tax

(0.1)

-

-

-

-

-

-

(0.1)

Deferred tax

(1.4)

-

(0.3)

(3.0)

-

(1.7)

(0.4)

(6.8)

Provisions

-

-

-

-

-

-

(0.1)

(0.1)

Net assets acquired

12.9

4.7

2.5

26.0

5.6

13.8

1.7

67.2

Non-controlling interest share of net assets acquired

(iii)

-

-

-

(7.1)

-

-

(0.5)

(7.6)

Group share of net assets acquired

12.9

4.7

2.5

 18.9

 5.6

 13.8

1.2

59.6

 

Cost of acquisitions:

Total

Note

£m

£m

£m

£m

£m

£m

£m

£m

Cash paid in current year

12.8

2.8

2.2

-

 3.3

 13.3

3.0

 37.4

Fair value of investment in associate on acquisition of control

(iv)

-

-

-

-

-

-

1.5

 1.5

Fair value of investment in joint venture on acquisition of control

(v)

-

-

-

 18.9

-

-

-

 18.9

Contingent consideration

(vi)

0.1

1.9

0.3

-

 2.3

 0.5

0.2

 5.3

Working capital adjustment

-

-

-

-

-

-

(3.5)

(3.5)

Total consideration at fair value

12.9

4.7

2.5

18.9

5.6

13.8

1.2

 59.6

 

(i)

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

 

Goodwill arising on these acquisitions is principally attributable to the anticipated profitability relating to the distribution of the Group's products in new and existing markets and anticipated operating synergies from the business combinations.

 

(ii)

The fair value of trade and other receivables includes trade receivables with a fair value of £4.9 million. The gross contractual amount of trade receivables due is £4.9 million, of which £nil is expected to be uncollectable.

 

(iii)

The non-controlling interest arising during the period relates to the acquisition of Instant Services AG and Ochresoft Technologies Limited in the dmg information segment and World Bulk Wine Exhibition S.L. in the Euromoney segment. The value of the non-controlling interest was measured using the share of net assets acquired method.

 

(iv)

During the period the Group increased its interest in Ochresoft Technologies Limited and The Petrochemical Standard Inc held by the dmg information segment and World Bulk Wine Exhibition S.L in the Euromoney segment, and obtained control.

 

(v)

During the period the Group increased its interests in Instant Services AG held by the dmg information segment and obtained control.

 

(vi)

The contingent consideration recognised during the period is based on future business valuations and profit multiples and has been estimated using available data forecasts. It is expected to fall due as follows: £1.2 million within one year, £0.8 million between one and two years, and £3.3 million between two and five years.

 

The estimated range of undiscounted outcomes for contingent consideration relating to acquisitions in the year is £nil to £21.9 million. Certain contingent consideration arrangements are not capped since they are based on future business performance.

 

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

 

DMGT

NOTES

 

21

Summary of the effects of acquisitions continued

A summary of other notable acquisitions completed during the year is as follows:

 

Name of acquisition

Segment

% voting rights acquired

Business description

Date of acquisition

Consideration

Intangible assets acquired

Goodwill arising

£m

£m

£m

The Petrochemical Standard Inc

dmg information

100%

Global petrochemical market price reporting agency

October 2015

0.2

-

-

Ochresoft Technologies Ltd

dmg information

30%

Provider of workflow software for solicitors performing residential property transactions within England & Wales and probate workflow

April 2016

0.7

1.9

1.0

Codean Ltd

dmg information

Assets only

Provides a web-based, interactive software and date platform to structure investments, and enables investors to analyse and track their portfolios

May 2016

0.7

0.7

-

Weft, Inc

dmg information

Assets only

Tracks public, private and proprietary data sets to enable global supply chain optimisation for manufacturers, freight forwarders and shipping lines

June 2016

0.6

0.3

0.3

World Bulk Wine Exhibition S.L.

Euromoney

100%

Event for the commercialisation of bulk wine

June 2016

0.9

0.7

0.4

Reinsurance Security (Consultancy).Co.UK Limited

Euromoney

100%

High-value counterparty risk market insurance

August 2016

1.7

0.8

1.3

 

All of the companies acquired during the period contributed £28.1 million to the Group's revenue and a loss of £2.8 million to the Group's profit after tax for the period between the date of acquisition and 30 September 2016.

 

Acquisition-related costs amounting to £1.0 million are charged against profits for the period in the Consolidated Income Statement.

 

If all acquisitions had been completed on the first day of the period, Group revenues for the period would have been £1,964.5 million and Group profit attributable to equity holders of the parent would have been a profit of £201.9 million. This information takes into account the amortisation of acquired intangible assets together with related income tax effects but excludes any pre-acquisition finance costs and should not be viewed as indicative of the results of operations that would have occurred if the acquisitions had actually been completed on the first day of the period.

 

Purchase of additional shares in controlled entities

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

£m

£m

Cash consideration

 0.2

 0.2

 

During the year, the Group acquired additional shares in controlled entities amounting to £0.2 million (2015 £0.2 million). In 2014 the Group's interest in Euromoney increased by 1.0% following Euromoney's acquisition of 1.8 million of its own shares. Under the Group's accounting policy for the acquisition of shares in controlled entities, no adjustment has been recorded to the fair value of assets and liabilities already held on the Consolidated Statement of Financial Position. The difference between the cost of the additional shares and the carrying value of the non-controlling interests' share of net assets is adjusted in retained earnings. The adjustment to retained earnings in the year was a charge of £nil (2015 £5.9 million).

 

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

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

£m

£m

Cash consideration

37.4

85.5

Cash paid to settle contingent consideration in respect of acquisitions

0.3

15.1

Cash and cash equivalents acquired with subsidiaries

(8.2)

(5.6)

Purchase of subsidiaries

29.5

95.0

 

Cash paid to settle contingent consideration in respect of acquisitions includes £nil (2015 £11.6 million) within the Euromoney segment, £0.3 million (2015 £3.3 million) within the dmg information segment and £nil (2015 £0.2 million) within the dmg events segment.

 

The businesses acquired during the year absorbed £5.5 million of the Group's net operating cash flows, had £nil attributable to investing activities and £nil attributable to financing activities.

 

DMGT

NOTES

 

22

Summary of the effects of disposals

On 26 November 2015 the dmg media segment disposed of 96.1% of the ordinary share capital of Wowcher Ltd (Wowcher), to a newly formed company, Excalibur Bidco Ltd (Excalibur). The Group received cash consideration of £27.3 million, together with a 23.9% shareholding in the new company and £20.5 million 10% loan notes in Excalibur Debtco Ltd.

 

On 19 April 2016, the Euromoney segment disposed of 100% of the ordinary share capital of Gulf Publishing Company Inc (Gulf) and The Petroleum Economist (PE), part of the business publishing division for total consideration £11.1 million.

 

The net (liabilities)/assets disposed were as follows:

 

Wowcher

Gulf

PE

Other

Total

£m

£m

£m

£m

£m

Goodwill

-

5.0

0.2

-

5.2

Intangible assets

 1.0

-

-

 0.2

1.2

Property, plant and equipment

 0.6

-

-

-

0.6

Trade and other receivables

 7.1

1.0

0.3

 1.1

9.5

Trade and other payables

(14.0)

(0.9)

(0.9)

(3.6)

(19.4)

Provisions

(0.9)

-

-

-

(0.9)

Deferred tax

0.4

-

-

-

0.4

Net (liabilities)/assets disposed

(5.8)

5.1

(0.4)

(2.3)

(3.4)

Profit on sale of businesses including recycled cumulative exchange differences

60.5

5.3

1.7

6.6

74.1

54.7

10.4

1.3

4.3

70.7

Satisfied by:

Cash received

27.3

9.8

1.3

 1.5

39.9

Deferred consideration

-

0.3

0.1

-

0.4

Fair value of investment in joint venture

-

-

-

 2.8

2.8

Fair value of investment in associate

 0.1

-

-

-

0.1

Loan notes issued by associate

20.5

-

-

-

20.5

Directly attributable costs paid

-

(0.3)

(0.1)

-

(0.4)

Working capital adjustment

 6.8

-

-

-

6.8

Recycled cumulative translation differences

-

0.6

-

-

0.6

54.7

10.4

1.3

 4.3

70.7

 

During the period Wowcher generated £0.2 million of the Group's net operating cash flows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.

 

During the period Gulf generated £0.3 million of the Group's net operating cash flows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.

 

During the period PE absorbed £0.7 million of the Group's net operating cash flows, paid £nil in respect of investing activities and paid £nil in respect of financing activities.

 

In addition, the Group's interest in Euromoney was diluted during the period by 0.03% (2015 0.05%). 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 £0.2 million (2015 £0.2 million).

 

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

£m

Cash consideration net of disposal costs

39.5

Proceeds on disposal of businesses

39.5

The Group's tax charge includes £2.9 million in relation to these disposals.

All of the businesses disposed of during the period absorbed £0.1 million (2015 generated £3.9 million) of the Group's net operating cash flows, had £nil attributable to investing activities and £nil attributable to financing activities.

Proceeds from redemption of preference share capital

During the 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. The consideration received was £13.5 million zero coupon preference shares, together with £37.8 million ordinary shares in Diamond TopCo Ltd (Dealogic).

 

DMGT

NOTES

 

23

Discontinued operations

On 31 October 2014, Jobsite, the Group's remaining digital recruitment asset was sold for consideration of £92.1 million. The results of Jobsite up to the point of disposal are included in discontinued operations for the prior period.

 

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

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

£m

£m

Revenue

-

 2.7

Expenses

-

(1.6)

Adjusted operating profit

-

 1.1

Operating profit before share of results of joint ventures and associates

-

1.1

Total operating profit

-

1.1

Profit before net finance costs and tax

-

1.1

Profit before tax

-

1.1

Profit after tax attributable to discontinued operations

-

1.1

Profit on disposal of discontinued operations

-

48.9

Profit attributable to discontinued operations

-

50.0

In the prior period, cash flows associated with discontinued operations comprise operating cash flows of £2.2 million, investing cash flows of £nil and financing cash flows of £nil.

 

24

Total assets and liabilities of businesses held-for-sale

At 30 September 2016, the 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. These assets and liabilities are recorded at their fair value with all losses taken to the Consolidated Income Statement.

 

In the prior year, the assets and liabilities held for sale represent the remaining Digital Marketing assets of the dmg events segment and the Group's associate investment in Local World Holdings Ltd in the dmg media segment.

 

Unaudited

Audited

At 30 September

2016

At 30 September

2015

£m

£m

Goodwill

 4.0

 0.3

Intangible assets

 0.3

-

Property, plant and equipment

-

0.1

Interests in associates

-

24.6

Inventories

-

 0.6

Trade and other receivables

0.7

2.5

Cash and cash equivalents

-

0.6

Total assets associated with businesses held-for-sale

5.0

28.7

Trade and other payables

(5.5)

(5.4)

Provisions

-

(0.3)

Total liabilities associated with businesses held-for-sale

(5.5)

(5.7)

Net (liabilities)/assets of the disposal group

(0.5)

23.0

 

DMGT

NOTES

 

25

Share capital and reserves

Share capital at 30 September 2016 amounted to £45.3 million (2015 £45.4 million).

 

During the year the Company utilised 1.4 million A Ordinary Non-Voting Shares, in order to satisfy incentive schemes. This represented 0.4% of the called-up A Ordinary Non-Voting Share capital at 30 September 2016.

 

The Company also purchased 3.5 million A Ordinary Non-Voting Shares having a nominal value of £0.4 million to match obligations under incentive plans. The consideration paid for these shares was £23.8 million.

 

The Company also purchased 0.9 million A Ordinary Non-Voting Shares having a nominal value of £0.1 million as part of a share buy-back programme. The consideration paid for these shares was £6.1 million.

 

Shares repurchased during the year represented 0.3% of the called up A Ordinary Non-Voting Share capital at 30 September 2016.

 

During the year the Company cancelled 0.9 million A Ordinary Non-Voting shares held in treasury.

 

At 30 September 2016, this investment comprised 5,000,000 A Ordinary Non-Voting Shares (2015 5,000,000 shares) held in treasury and 4,887,935 A Ordinary Non-Voting Shares (2015 2,690,766 shares) held in the employee benefit trust. The market value of the Treasury Shares at 30 September 2016 was £37.2 million (2015 £37.7 million) and the market value of the shares held in the employee benefit trust at 30 September 2016 was £36.4 million (2015 £20.3 million).

 

The employee benefit trust is independently managed and purchases shares in order to satisfy outstanding share options and potential awards under long-term incentive plans.

 

At 30 September 2016 options were outstanding under the terms of the Company's 1997 and 2006 Executive Share Option Schemes, together with nil-cost options, over a total of 2,319,888 A Ordinary Non-Voting Shares (2015 1,674,579 shares).

 

26

Retirement benefit obligations

The Group operates a number of pension schemes under which contributions are paid by the employer and employees. The total net pension costs of the Group for the year ended 30 September 2016 were £19.9 million (2015 £25.2 million).

 

The schemes include a number of defined contribution pension arrangements, in addition to funded defined benefit pension arrangements. However only one scheme, The Metal Bulletin Pension Scheme, remains open to future accrual. The defined benefit schemes in the UK, together with some defined contribution plans, are administered by trustees or trustee companies.

 

In compliance with the Pension Act 2008, the Group commenced automatic enrolment of relevant employees into defined contribution pension plans from September 2013. This process was completed during the period.

 

The Company operates two main defined benefit schemes, the Harmsworth Pension Scheme (HPS) and the Senior Executive Pension Scheme, both of which are now closed to new entrants and to further accrual.

 

Full actuarial valuations of the defined benefit schemes are carried out triennially by the scheme actuary. Prior to its closure to future accrual on 1 January 2016, the Group made annual contributions of 12.0% or 18.0% of members' basic pay (depending on membership section) to HPS. Following the results of the latest triennial valuation as at 31 March 2016, the Company agreed a Recovery Plan involving a series of annual funding payments, of £13.0 million on 5 October 2016 to 2018, £16.2 million on 5 October 2019 to 2025 and £76.2 million on 5 October 2026. The Company considers that these contribution rates are sufficient to eliminate the deficit over the agreed period. This Recovery Plan will be reviewed at the next triennial funding valuation of the main schemes due to be completed with an effective date of 31 March 2019.

 

The Company has agreed with the Trustees, that should it make any permanent reductions in the Company's capital, including share buy-backs, it will make additional contributions to the schemes amounting to 20% of the capital reduction. Contributions of £3.5 million relating to this agreement were made in the year to 30 September 2016.

 

Limited Partnership investment vehicle

HPS owns a beneficial interest in a Limited Partnership investment vehicle (LP). The LP has been designed to facilitate payments of £10.8 million as part of the deficit funding payments described above over the period to 2026. In addition, the LP is required to make a final payment to the scheme of £149.9 million, or the funding deficit within the scheme on an ongoing actuarial valuation basis, at the end of the period to 2026 if this is less. The Recovery Plan above assumes £60.0 million of the £149.9 million final payment is required. For funding purposes, HPS's interest in the LP is treated as an asset of the scheme and reduces the actuarial deficit within the scheme. However, under IAS 19 the LP is not included as an asset of the scheme and therefore is not included in the disclosures below.

 

The defined benefit obligation is calculated on a year-to-date basis, using the latest actuarial valuation as at 31 March 2016. The assumptions used in the valuation are summarised below:

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

% pa

% pa

Price inflation

2.95

2.95

Salary increases

2.50

2.80

Pension increases

2.80

2.80

Discount rate

2.15

3.70

 

The discount rate for both scheme liabilities and the fair value of scheme assets reflects yields at the year-end date on high-quality corporate bonds and are based on a cash flow-based yield curve, calculating a single equivalent discount rate reflecting the average duration of the schemes' liabilities, rounded to the nearest 0.05% p.a. This methodology incorporates bonds given an AA rating from at least two of the main four rating agencies (Standard and Poors, Moody's, Fitch and DBRS).

 

RPI inflation is derived in a similar way to the discount rate but with reference to the Bank of England spot curve at the duration of the schemes' weighted averaged duration with an appropriate allowance for inflation risk premium (0.30% p.a.), rounded to the nearest 0.05% p.a. In previous years this was derived from the annualised Bank of England spot curve at the duration of the schemes' weighted averaged duration with an appropriate allowance for an inflation risk premium, rounded to the nearest 0.05% p.a.

 

A reconciliation of the net pension obligation reported in the Consolidated Statement of Financial Position is shown in the following table:

 

Unaudited

Audited

Year ended 30 September

2016

Year ended 30 September

2015

£m

£m

Present value of defined benefit obligation

(2,998.9)

(2,437.4)

Assets at fair value

2,752.9

2,278.1

(Deficit) reported in the Consolidated Statement of Financial Position

(246.0)

(159.3)

Schemes in surplus

40.1

27.7

Schemes in deficit

(286.1)

(187.0)

(246.0)

(159.3)

 

27

Contingent liabilities

The Group has issued standby letters of credit of £3.8 million (2015 £2.2 million).

 

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

 

Four writs claiming damages for libel were issued in Malaysia against the Company and three of its 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 the company on October 22 1996. Two of these writs have been discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian ringgit 82.9 million (£15.4 million). No provision has been made for these claims in these financial statements as the directors do not believe the company has any material liability in respect of these writs.

 

28

Ultimate holding company

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

 

DMGT

NOTES

 

29

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

During the prior year, in an arm's length transaction, Euromoney sold a property to Mintel Ltd for consideration of £2.3 million. Mr N Berry, a Director of DMGT plc, owns 97.0% of Mintel Ltd through a family holding.

 

There were no other material transactions with Directors of the Company during the year, except for those relating to remuneration and shareholdings.

 

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

 

Transactions with joint ventures and associates

Associated Newspapers Ltd (ANL) has a 33.3% (2015 33.3%) shareholding in Fortune Green Ltd, an associate. During the year, the Group provided computer and office services of £nil (2015 £0.1 million). The amount due from Fortune Green Ltd at 30 September 2016 was £nil (2015 £nil) after writing off £nil (2015 £0.3 million) following closure of the business during the year.

 

Following the announcement in October 2015, of the proposed disposal of DMGT's 38.7% equity stake in Local World Holdings Ltd (LW), the UK regional news publisher, to Trinity Mirror plc (Trinity Mirror), in November 2015 all LW shareholders disposed of the entirety of their respective shareholdings to Trinity Mirror, with Trinity Mirror acquiring all of the shares in LW in addition to Trinity Mirror's prior 20.0% holding. DMGT's share of the consideration, net of transaction costs, was £73.0 million. In the period to 13 November 2015, services provided by dmg media to LW amounted to £1.5 million (2015 £9.1 million). Recharges from LW to dmg media amounted to £7.1 million (2015 £25.5 million) for the period and dividends received was £nil (2015 23.2 million).

 

During the year, Landmark Information Group Ltd (Landmark) charged management fees of £0.3 million (2015 £0.3 million) to Point X Ltd, a joint venture, and recharged costs of £0.1 million (2015 £0.1 million). Point X Ltd received royalty income from Landmark of £0.1 million (2015 £nil). The amount due from Point X Ltd to Landmark at 30 September 2016 was £nil (2015 £0.1 million).

 

Trepp Inc. has an 15.1% (2015 18.8%) interest and loan note receivable of £nil (2015 £0.3 million) in Mercatus Inc, an associate. During the period Mercatus Inc issued additional share capital and the loan note receivable was converted into equity.

 

On 1 April 2016, DMGI Land and Property Europe Ltd (LPE Ltd) exercised an option to purchase the remaining shares in Ochresoft Technologies Ltd (OTL), an associate in which LPE previously held a 30.0% interest (2015 30.0%) and the Group gained control. At 30 September 2016 OTL had a loan balance of £nil (2015 £0.6 million).

 

Decision Insight Information Group (UK) Ltd (DIIG UK) has a 50.0% (2015 50.0%) interest in Decision First Ltd (DF), a joint venture. During the year, DIIG UK recharged costs to DF amounting to £0.2 million (2015 £0.2 million).

 

On-Geo GmbH (On-Geo) has a 50.0% (2015 50.0%) interest in HypoPort On-Geo GmbH (HypoPort), a joint venture. During the year, HypoPort made purchases from On-Geo amounting to £8.4 million (2015 £4.9 million). At 30 September 2016, £1.8 million (2015 £1.0 million) was owed by HypoPort to On-Geo.

 

On-Geo previously had a 50.0% (2015 50.0%) interest in Instant Service GmbH (ISAG), a joint venture. On 1 April 2016 the Group exercised an option to purchase the remaining shares in ISAG and the Group gained control. During the period to 1 April 2016 ISAG received revenues from On-Geo amounting to £7.5 million (2015 £9.6 million) and was recharged costs from On-Geo amounting to £0.1 million (2015 £0.2 million).

 

Hobsons Inc acquired a 50.0% stake in Knowlura, a joint venture, following the sale of Enrolment Management Solutions. Hobsons Inc is obligated to fund Knowlura's working capital up to $1.0 million (£0.8 million). Interest is charged at 6.0% on the outstanding amount. No amounts were outstanding at 30 September 2016 (2015 £nil).

 

On 26 November 2015 DMG Media Investments Ltd acquired a 23.9% stake in Excalibur Holdco Ltd (Excalibur), an associate. During the year, services provided to Excalibur amounted to £1.5 million (2015 £nil). At 30 September 2016 amounts due from Excalibur amounted to £1.1 million (2015 £nil), together with loan notes of £20.5 million (2015 £nil). The loan notes carry a coupon of 10% and £1.8 million (2015 £nil) was due from Excalibur at 30 September 2016 in relation to this coupon.

 

ANL holds a 50.0% (2015 50.0%) shareholding in Artrix Ltd (Artrix), a joint venture. During the year the Group provided services totalling £0.1 million (2015 £0.1 million) to Artrix, with £nil (2015 £nil) remaining due at 30 September 2016.

 

ANL has a 31.3% (2015 31.3%) shareholding in Zoopla Property Group Plc (Zoopla), an associate. During the year, the Group received dividends of £5.2 million (2015 £2.7 million) from Zoopla.

 

AN Mauritius Ltd has a 26.0% (2015 26.0%) interest in Mail Today Newspapers Pte Ltd, a joint venture. During the year, additional share capital of £nil (2015 £0.1 million) was invested in Mail Today Newspapers Pte Ltd.

 

ANL has a 50.0% (2015 50.0%) shareholding in Northprint Manchester Ltd, a joint venture. The net amount due to ANL of £5.8 million (2015 £5.8 million) has been fully provided.

 

ANL had a 50.0% (2015 50.0%) interest in Daily Mail.com Australia Pty Ltd (Mail Online Australia), a joint venture. In January 2016 ANL acquired the remaining 50.0% in Mail Online Australia. During the year ANL provided services amounting to £0.9 million (2015 £0.4 million). At 30 September 2016, amounts owed from Mail Online Australia amounted to £nil (2015 £1.6 million).

 

DMG US Holdings Inc. has a 45.0% (2015 45.0%) shareholding in Truffle Pig LLC, an associate. A £0.2 million (2015 £nil) loan advanced by DMG US Holdings Inc. during the year remains outstanding at the 30 September 2016.

 

Mail Media Inc. has a 50.0% (2015 50.0%) shareholding in Daily Mail On Air, a joint venture. A £0.2 million loan (2015 £nil) advanced by Mail Media Inc. remains outstanding at the 30 September 2016.

 

During the year the Group received a dividend of £nil (2015 £0.1 million) from Capital NET Ltd, an associate. The Group disposed of its investment in Capital NET Ltd during the prior year.

 

DMGT

NOTES

 

29

Related party transactions continued

Other related party disclosures

During the prior year RCL received a payment of £52,200 relating to legal fees incurred in respect of Zoopla's acquisition of uSwitch and a payment of £10,000 in relation to an Australian tax enquiry.

 

During the prior year Lady Rothermere received a payment of £0.1 million relating to consultancy services provided during the refurbishment of Northcliffe House.

 

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 year amounting to £1.1 million (2015 £1.2 million). At 30 September 2016, the Harmsworth Pension Scheme was owed £0.4 million (2015 £0.1 million) by the Group.

 

At 30 September 2016 the Group owed £0.8 million (2015 £0.8 million) to the pension schemes which it operates. This amount comprised employees' and employer's contributions in respect of September 2016 payrolls which were paid to the pension schemes in October 2016.

 

The Group recharges its principal pension schemes with costs of investment management fees. The total amount recharged during the year was £0.1 million (2015 £0.5 million).

 

Contributions made during the year to the Group's retirement benefit plans are set out in note 26, along with details of the Group's future funding commitments.

 

In July 2012, the Group entered into a contingent asset partnership whereby a £150.0 million loan note, guaranteed by the Group, was used to commit funding of £10.8 million p.a. to the Harmsworth Pension Scheme. Interest payable to DMG Pension Partnership LP in the year amounted to £11.1 million (2015 £11.1 million).

 

30

Post balance sheet events

Disposals

Following a post year end evaluation dmg media has entered into a period of consultation with a view to closing its print site in Didcot.

 

The consultation process is expected to be complete by the end of December 2016. Should the site be closed, costs associated with the closure are estimated to be in the region of £47.0 million.

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR EAEAFEENKFEF
Date   Source Headline
7th Jan 20227:00 amRNSUnconditional Final Offer Update
6th Jan 20224:00 pmRNSExtension of Offer Period
24th Dec 20211:19 pmRNSForm 8.3 - Daily Mail and General Trust plc
23rd Dec 20212:10 pmRNSForm 8.3 - Daily Mail & General Trust PLC
22nd Dec 20213:28 pmRNSForm 8.3 - Daily Mail & General Trust PLC
21st Dec 20217:23 pmEQSDelisting of DMGT
20th Dec 20212:50 pmRNSForm 8.3 - Daily Mail and General Trust plc
20th Dec 202112:47 pmRNSForm 8.3 - Daily Mail & General Trust Plc
17th Dec 20213:55 pmEQSDirector/PDMR Shareholding
17th Dec 20213:53 pmEQSDirector/PDMR Shareholding
17th Dec 20213:51 pmEQSDirector/PDMR Shareholding
17th Dec 20212:08 pmRNSForm 8.3 - Daily Mail and General Trust plc
17th Dec 202112:55 pmRNSForm 8.3 - Daily Mail & General Trust Plc
17th Dec 202112:19 pmBUSFORM 8.3 – DAILY MAIL & GENERAL TRUST PLC
17th Dec 202111:38 amEQSDirectorate change
17th Dec 20217:00 amRNSUnconditional Final Offer update
16th Dec 20213:31 pmRNSForm 8.3 - Daily Mail & General Trust PLC
16th Dec 20213:30 pmEQSDirector/PDMR Shareholding
16th Dec 20213:30 pmRNSForm 8.3 - DMGT LN
16th Dec 20211:49 pmRNSForm 8.3 - Daily Mail and General Trust plc
16th Dec 202112:44 pmRNSForm 8.3 - Daily Mail & General Trust plc
16th Dec 202112:26 pmEQSDirector/PDMR Shareholding
16th Dec 202112:25 pmBUSForm 8.3 - Daily Mail & General Trust plc - Amendment
16th Dec 202111:26 amBUSForm 8.3 - Daily Mail & General Trust plc
16th Dec 202111:18 amRNSForm 8.5 (EPT/RI)
16th Dec 202111:09 amRNSForm 8.5 (EPT/NON-RI)-Daily Mail&General Trust plc
16th Dec 202111:04 amRNSForm 8.5 (EPT/RI)-Daily Mail and General Trust plc
16th Dec 20217:00 amRNSFinal Offer becomes unconditional in all respects
15th Dec 20215:42 pmEQSForm 8 (DD) - Paul Zwillenberg PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
15th Dec 20215:38 pmEQSDirector/PDMR Shareholding
15th Dec 20214:26 pmRNSForm 8.5 (EPT/RI)-Daily Mail and General Tru Amend
15th Dec 20213:30 pmRNSForm 8.3 - DMGT LN
15th Dec 20213:26 pmRNSForm 8.3 - Daily Mail and General Trust plc
15th Dec 20213:00 pmRNSForm 8.3 - Daily Mail & General Trust plc
15th Dec 20211:25 pmBUSFORM 8.3 - DAILY MAIL & GENERAL TRUST PLC - AMENDMENT
15th Dec 202112:53 pmRNSForm 8.3 - Daily Mail & General Trust plc
15th Dec 202112:12 pmRNSForm 8.5 (EPT/RI) - Amendment
15th Dec 202111:03 amRNSForm 8.5 (EPT/RI)-Daily Mail and General Trust plc
15th Dec 202111:03 amRNSForm 8.3 - Daily Mail & General Trust Plc
15th Dec 202111:03 amEQSForm 8 (DD) - Kevin Parry PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
15th Dec 202110:58 amEQSDirector/PDMR Shareholding
15th Dec 202110:56 amRNSForm 8.5 (EPT/RI) - Daily Mail & General Trust plc
15th Dec 202110:20 amBUSForm 8.3 - DAILY MAIL & GENERAL TRUST PLC
15th Dec 20219:36 amRNSForm 8.5 (EPT/RI)
15th Dec 20217:00 amRNSAcceptance level update
14th Dec 20215:29 pmEQSDeclaration of Special Dividend
14th Dec 20213:30 pmRNSForm 8.3 - DMGT LN
14th Dec 20213:19 pmBUSForm 8.3 - DAILY MAIL & GENERAL TRUST PLC AMENDMENT
14th Dec 20213:00 pmRNSForm 8.3 - Daily Mail & General Trust plc
14th Dec 20212:15 pmBUSForm 8.3 - Daily Mail & General Trust Plc

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