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Euromoney Institutional InvestorPLC
18 November 2021
 

Euromoney Institutional Investor PLC

 

Full Year Results

18 November 2021

 

Strong momentum in subscriptions with events recovering well in H2

 

Euromoney Institutional Investor PLC ("Euromoney" or "The Group"), the global B2B information-services provider, announces results for the year ended 30 September 2021.

 

Financial summary

2021

2020

Change

Underlying change1

 

£m

£m

 

 

Revenue

336.1

335.3

-

(2%)

Statutory operating profit

31.1

30.6

+2%

 

Adjusted operating profit1

65.3

58.4

+12%

+8%

Adjusted operating profit margin1

19%

17%

+2ppt

 

 

 

 

 

 

Statutory profit before tax

26.6

29.9

(11%)

 

Adjusted profit before tax1*

61.4

54.3

+13%

 

Statutory diluted earnings per share

11.7p

26.6p

(56%)

 

Adjusted diluted earnings per share1

45.5p

40.5p

+12%

 

 

 

 

 

 

Adjusted cash conversion2

123%

105%

+18ppt

 

Net cash1

32.5

28.1

+4.4

 

Total dividend per share

18.2p

11.4p

+60%

 

 *Adjusted profit before tax before the change in interpretation of IAS 38 "Intangible Assets"5 was £65.2m (30 September 2020: £57.4m)

Highlights:

·     

Group revenue increased slightly reflecting:

 

Strong underlying subscriptions growth in Fastmarkets3 (+13%) and in Financial & Professional Services3 ("FPS") (+5%)

 

Covid-19 impact on physical events but a strong recovery of event revenue in H2 2021

·     

Adjusted PBT increased 13% reflecting good cost control while continuing to invest for future growth

·     

Strong cash generation and balance sheet with net cash of £32.5m at 30 September 2021

·     

Final dividend of 12.5p resulting in a total dividend for the year of 18.2p up 60%

·     

Entering FY 2022 with strong momentum and confidence in the opportunity for sustainable growth as we continue to execute our 3.0 strategy:

 

o  Accelerating subscriptions growth - Book of Business4 ("BoB") +6.6% at 30 September 2021 (30 September 2020: +0.7%).

 

Highly complementary 3.0 acquisitions: The Jacobsen (Fastmarkets Agriculture), and WealthEngine and RelSci (People Intelligence)

 

Asset Management - turnaround progressing ahead of plan in BCA Research and NDR

 

Events - strong recovery in H2 2021 as physical events started to return

 

Andrew Rashbass, CEO, said:

"We have made a step change towards being a fast-growing, high-margin, 3.0, information-services subscription business. Our Fastmarkets and Financial & Professional Services businesses delivered strong growth in subscriptions driven by increasing demand for our actionable data, analysis and intelligence. Within Asset Management our goal of returning our investment research businesses to growth is ahead of our plan.

"We have invested organically in each of our businesses at the same time as managing our costs carefully. We have also added scale to Fastmarkets Agriculture and People Intelligence through highly complementary acquisitions. The backdrop for events has been challenging but since the return of physical events in May we have seen a positive response from customers and a strong recovery in events revenue. In the year ahead we will continue to invest to drive subscriptions growth and we are confident in the sources of future growth."
 

1.            

Adjusted measures exclude the impact of the amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy. A detailed reconciliation of the Group's adjusted and underlying results, adjusted cash conversion and net cash is set out on pages 12 to 20 of this statement.

2.            

Adjusted 12-month cash conversion % as set out on page 19.

3.            

Division names align with our previous reporting segments: Fastmarkets (Pricing), FPS (Data & Market Intelligence)

4.     

Book of business ("BoB") is the annual contracted values for subscriptions. Like-for-like growth is calculated by adjusting prior periods with a constant GBP/USD rate and the pro-forma impact of net M&A.

5.     

The financial impact of the change in interpretation of IAS 38 "Intangible Assets" was to decrease adjusted profit before tax and adjusted operating profit by £3.8m (2020: decrease by £3.0m).

6.     

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

 

Results presentation

A results presentation and Q&A will be hosted today, at 10.30 (UK time), for analysts and investors. A live audio webcast of the presentation and Q&A will be available via the Investors section of our website at www.euromoneyplc.com, and subsequently available on demand.

 

Our next announcement will be a trading update for the three months ended 31 December 2021 on 27 January 2022.

 

For further information, please contact:

 

Euromoney Institutional Investor PLC

 

Wendy Pallot, Chief Financial Officer: +44 20 7779 8866; wendy.pallot@euromoneyplc.com

Christian Cowley, Investor Relations: +44 (0)7408 863420; christian.cowley@euromoneyplc.com

 

FTI Consulting

Jamie Ricketts / Tom Blundell / Lucy Highland:  +44 20 3727 1000; euromoney@fticonsulting.com

 

NOTE TO EDITORS

Euromoney Institutional Investor PLC ("Euromoney") is a global B2B information-services business. We provide actionable data, analysis, intelligence and access through three divisions in markets where information and convening market participants are valued. Euromoney is listed on the London Stock Exchange and is a member of the FTSE 250 share index. (www.euromoneyplc.com)

 

Group summary

The Group delivered a strong performance against the backdrop of the global pandemic with our subscriptions revenue strengthening across the year and our events businesses returning to strong year-on-year growth in the second half of the year. We have made a step change towards being a fast-growing, high margin, 3.0 information-services subscription business. 

Euromoney is a majority-subscriptions business. 70% of Group revenue during the year was generated from subscriptions which grew by 5% underlying and 7% on a reported basis. Underlying subscriptions revenue growth in Fastmarkets and FPS was 13% and 5% respectively. Within Asset Management, the turnaround of BCA Research and NDR continues ahead of plan. Across the Group, our subscriptions revenue continues to achieve high renewal rates.

Events revenue, which accounted for 18% of Group revenue, declined by £20.1m or 27% underlying and 25% on a reported basis reflecting the reduction in physical events compared to the prior year. During the year we hosted a total of 432 events, of which 382 were virtual and 50 were blended (i.e. physical events with digital elements). All events in the first half of the year were virtual and we were able to start regularly hosting blended events from May 2021 onwards. The return of in-person events led to a significant improvement in revenue performance in H2 2021 with total events revenue of £35.1m which was an £18.3m increase on H2 2020.

Other revenue which includes research, thought leadership and advertising grew by 10% underlying and 6% on a reported basis.

Overall, Group revenue increased slightly. The Group benefited during the period from the restructuring and cost-reduction programme announced in September 2020 which mainly focused on our events businesses and delivered £15m of annualised savings, before investment in other areas. As a result of good cost control, adjusted operating profit increased by 12% and adjusted pre-tax profit increased by 13%. Cash generation and conversion were strong and after the completion of three acquisitions and dividend payments, net cash at 30 September 2021 was £32.5m (30 September 2020: £28.1m).

 

Revenue and adjusted operating profit 

 

 

2021

2020

Change

Underlying1 change

Revenue by division

£m

£m

 

 

Fastmarkets

85.4

83.7

+2%

+5%

FPS

138.4

134.1

+3%

(7%)

Asset Management

109.8

118.8

(8%)

(2%)

Foreign exchange gains/(losses) on forward contracts

2.4

(1.3)

 

 

 

 

 

 

 

Revenue by type

 

 

 

 

Subscriptions

234.5

219.5

7%

+5%

Events

60.9

81.0

(25%)

(27%)

Other

38.2

36.1

6%

+10%

Foreign exchange gains/(losses) on forward contracts

2.4

(1.3)

 

 

Total

336.1

335.3

-

(2%)

Divisional adjusted operating profit1

97.5

96.4

+1%

+4%

Foreign exchange gains/(losses) on forward contracts

2.4

(1.3)

 

 

Central costs

(34.6)

(36.7)

+6%

+2%

 

 

 

 

 

Adjusted operating profit1

65.3

58.4

+12%

+8%

Adjusted operating profit margin %1

19%

17%

+2ppt

 

Adjusted operating profit before the change in interpretation of IAS 38 "Intangible Assets"5 was £69.1m (30 September 2020: £61.5m)

Outlook

We have entered FY 2022 with strong momentum. Demand for price reporting and essential market intelligence remains strong with good visibility on Fastmarkets and FPS subscriptions. In Asset Management, the turnaround of BCA Research and NDR is progressing ahead of plan. The Group BoB4, which is a key leading indicator for our subscriptions revenue, improved to 6.6% at 30 September 2021 (30 September 2020: 0.7%). During FY 2022 we will continue to invest to drive long-term sustainable subscriptions growth.

In FY 2022, as travel restrictions ease, we are planning more and larger physical events. As a result we expect further recovery in events revenue in FY 2022. Timing remains uncertain however and favours regional events in the short term.

Overall, we expect FY 2022 to be another year of progress. Looking further out we are confident in the sources of future growth and are committed to delivering high margins in the medium term. There is further summary guidance for FY 2022 on page 11.

Strategy update

We help our customers compete successfully by providing clarity in opaque markets. We provide actionable data, analysis, intelligence and access to markets covering commodities, telecoms, financial and professional services, and asset management. Our 3.0 strategy is to provide information services embedded in customers' critical workflow. These are characterised by resilient and robust recurring subscriptions revenue. We have a record of successful organic investment and of acquiring good 3.0 businesses where our ownership adds significant value. Our ESG focus areas are also integral to our strategy and we are progressively embedding them across the Group. We deliver our strategy through three divisions and we use our group scale to share capabilities and platforms across our divisions to increase efficiency and enable our divisions to focus on customers. The strength of our business model and our subscriptions business is shown by our subscription performance during the pandemic. Our goal is to become a fast-growing, high margin, 3.0 information-services subscription business.

The Group has five short-term strategic priorities to enable the delivery of the 3.0 strategy:

1)    Organic investment in 3.0 opportunities

2)    3.0 acquisitions

3)    Return Investment Research to growth

4)    Strong post-covid blended events, moving towards a 3.0 membership model

5)    Standardise platforms, processes and policies for an efficient, inclusive, and diverse company

 

The following section provides updates on each of the five priorities:

 

1)    Organic investment in 3.0 opportunities

In Fastmarkets, following investment, we have accelerated the rollout of the platform to Metals and Mining customers. We continue to invest in new products such as short-term forecasts, and market data from commodities exchanges. These products complement our daily price assessments. We have expanded our agriculture team to cover more prices in both existing and new commodity areas. We have a strong position in prices for renewable-energy raw materials. We are developing a suite of renewable-specific products and will invest further in FY2022, expanding coverage in Battery (with a particular focus on electric vehicles), Wind and Solar markets.

During the year, seven more exchange traded contracts were launched which are settled against Fastmarkets' benchmarks prices. This included two cash-settled contracts on the CME: cobalt and lithium hydroxide; three pulp and paper futures on the Norexeco Exchange; and a lithium hydroxide and an aluminium premium contract on the London Metal Exchange. The number of prices that are externally audited for their compliance with the IOSCO Principles for price reporting agencies has grown by a third to 43 prices this year, up from 32 in FY 2020, while Fastmarkets is now also regulated under the EU Benchmarks Regulation (BMR). Across the year we saw an acceleration in the Fastmarkets BoB4.

In FPS we continued to invest to drive growth in subscriptions. Areas of investment include people (eg market specialists and sales and marketing), technology (eg rollout of a single publishing platform) and new products (eg content delivery via API and data visualisation tools). We continue to create efficiency and scale across the division and delivered an acceleration in the FPS BoB4 across the year. In FY 2022 we will continue to invest in initiatives to further embed our products into customer workflow.

In Asset Management we have invested in sales and marketing, CRM technology, new products and back-office systems which is helping to drive the recovery in BCA and NDR. We appointed our first CEO of Asset Management, Fran Cashman, who is responsible for Institutional Investor, BCA Research and NDR. Fran joined the business in May 2021 having held senior sales and marketing roles at Legg Mason.

Under combined leadership BCA Research, NDR and Institutional Investor will work more closely together delivering exclusive access, essential market intelligence and in-depth investment research to the asset-management community. In FY 2022 we will invest in access and intelligence solutions for the Wealth Management industry including research, networking, education, communications support and model portfolios (Investment Solutions).  

 

2)    3.0 acquisitions

Acquisitions are a core part of the Group's strategy. We further strengthened our People Intelligence business with the acquisition of WealthEngine in December 2020 and RelSci in May 2021. WealthEngine provides datadriven intelligence and predictive analytics to financial services, luxury brands and notforprofit organisations. RelSci is a global relationship-mapping data provider serving financial and professional services and not-for-profit organisations. Revenue is derived predominantly from subscriptions, which attract high renewal levels. WealthEngine and RelSci are performing ahead of our expectations.

The acquisition of AgriCensus in March 2020 established Fastmarkets Agriculture, joining Fastmarkets Metals and Mining and Fastmarkets Forest Products. The acquisition of The Jacobsen, a price reporting agency, in January 2021 has added further prices to Fastmarkets Agriculture in markets such as animal fats, feeds and vegetable oils as well as lower-carbon intensive fuels such as bio-diesel. The Jacobsen is performing ahead of our expectations.  

 

3)    Return Investment Research to growth

The turnaround of BCA Research and Ned Davis Research is progressing ahead of plan, with subscriptions renewal rates continuing to improve across the year. The rate of decline in the Asset Management BoB4 improved by 4.4 percentage points over the last 12 months to -0.6% at 30 September 2021 with non-vote Investment Research BoB4 improving by 4.8 percentage points to 0.1% over the same period. The improvement was driven by a higher renewal rate following investment in the sales team and in auto-renewals, integration of sales teams to drive cross-selling and new research products.

We maintain our target to return the non-vote Investment Research subscription BoB4 to sustainable growth by the end of FY 2022, which will result in revenue growth during FY 2023.

 

4)    Strong post-covid blended events, moving towards a 3.0 membership model

We believe the future of events will be blended with physical and virtual elements complementing one another. During the year we hosted 382 virtual events and 50 blended events (with in-person events returning from May 2021 onwards). Our virtual events enabled us to stay close to our customers, when physical events were not possible, keeping our specialist communities connected and maintaining our brand visibility. Our blended events have been well received by customers who have welcomed the opportunity to meet in person again. As a result, we saw a strong year-on-year recovery in events revenue in H2 2021. It is clear to us that the need for industries to convene, network and transact remains and we will continue to develop our blended proposition. We have also taken the opportunity to rationalise our events portfolio during the year to focus on higher-quality events. In FY 2021 total events revenue for the Group was £61m, this compares to a pre-pandemic FY 2019 events revenue of £161m or £142m rebased for the portfolio rationalisation.

At Institutional Investor we already have a successful events membership model in which members pay an annual fee to participate in a number of events as well as receive a defined set of other access and intelligence opportunities. We are now increasing the value and the number of engagement opportunities for customers (such as data and industry insights, networking and peer intelligence) and we are beginning to introduce the membership model more widely in the Group. The ITW Global Leaders' Forum (GLF) for telecoms companies is an example of a membership model in an area other than Institutional Investor. GLF members continued to meet virtually and work on business-critical issues for member organisations during the pandemic. During the year an additional membership group was created, The Global Leaders Forum Community, which extends some of the benefits and outputs to a wider group.

 

5)    Standardise platforms, processes and policies for an efficient, inclusive, and diverse company

We continue to use the Group's scale to support our businesses and drive efficiency by rolling out standardised platforms. During the year our implementation of cloud-based solutions included finance, customer relationship management and events management software. The governance and optimisation of strategic public cloud hosting partners is progressing well. As part of our platform standardisation, for example, we moved Group-wide to a cloud-based telephony service, further enhancing remote working. We also commenced the rollout of advanced protection systems to minimise our exposure to the risks associated with phishing and ransomware. In addition, we launched our Group Event Operations centre which is enabling us to centralise procurement, logistics and other shared event activities.

 

Our ESG focus areas:

Euromoney is a people and data business. During the year we identified five ESG focus areas that are important to us and are integral to our strategy. We are embedding our ESG framework across the business and are defining relevant KPIs to track our progress.

1.    

Workforce inclusion, diversity and well-being: The value we create for customers comes from the work our people do every day. We need to employ the best talent, and we recognise that talent is to be found in all demographics. However, it is not enough just to have the right people - we want them to reach their full potential and thrive at Euromoney. To do this, they need to feel they belong; to be motivated, engaged and empowered; and have their physical and mental well-being needs supported. In October 2021 we introduced Working 3.0 which allows every colleague to choose where they work and, secondly, the ability to start their weekend at Friday lunchtime. This extra flexibility has been strongly supported by colleagues and means our recruitment talent pool in an increasingly challenging labour market is not limited by geography.  

2.    

Data and information security and privacy: Proprietary data, analysis, news and insights are the foundation of our customer offer. For this information to be valuable it must be accurate, useful, and legal. Among other guarantors of quality, we therefore need to deliver the highest standards of information security. As we also hold information on our customers and our sector communities - we need to be trusted to safeguard this data securely and use it responsibly. During the year we appointed a Chief Privacy Officer to ensure a culture of responsible use of personal data.

3.    

Transparency, ethics, governance, and risk management: We facilitate efficient markets by providing data and insights. We also believe in the contribution business makes to society. Efficient markets and fulfilling societal responsibilities also require that market participants operate with transparency, adopt ethical practices, establish strong governance frameworks and manage risk robustly.

4.    

Encouraging strong ESG practices in the markets we serve: As well as the actions we take internally, we believe that we are well placed to shape good ESG practices in the markets we serve through raising the profile of ESG matters such as inclusion and diversity and climate change, and by expanding our footprint in ESG-related areas.

5.    

Reducing our climate impact: We are not a high-carbon emitting organisation, but we recognise the need to play our part and reduce both our climate and other environmental impacts. We aim to be leaders in running environmentally sustainable events through appropriate sourcing and waste reduction and by lowering the carbon footprint per attendee, and we continue to look for ways to reduce energy use in our offices and our equipment. During FY 2021 we have reviewed and improved the robustness of our Scope 1 and 2 emissions data. In FY 2022 we commit to achieve carbon-neutral status for our FY 2021 Scope 1 and Scope 2 emissions by using high-quality offsets and working to reduce emissions. In addition, we will set out the Group's strategy to Net Zero for Scopes 1, 2 and 3.

 

Operating and financial review

When reviewing performance, the Board considers a number of adjusted performance measures, as set out on pages 12 to 20.

 

Following the IFRS Interpretations Committee (IFRIC) Agenda Decision on IAS 38 "Intangible Assets" which determined that configuration and customisation of Software as a Service (SaaS) solutions should be expensed rather than capitalised unless they meet the definition of separate intangible assets, the Group has reviewed its treatment of its SaaS costs. The new treatment is applicable immediately and retrospectively. At a Group level in FY 2021 the new treatment results in a net charge of £3.8m to the income statement and a reduction in adjusted operating profit and adjusted profit before tax, reflecting the reversal of in-year capitalised expense of £5.6m partly offset by lower in-year amortisation £1.8m. See page 30 for further detail. Free cash flow is not affected by the change.

 

The Group operates through three divisions: Fastmarkets, Financial & Professional Services (FPS) and Asset Management. The divisions align with our previous reporting segments: Pricing, Data & Market Intelligence and Asset Management.

 

Fastmarkets: 26% of Group revenue

 

Fastmarkets is Euromoney's price reporting agency. It provides commodity price benchmarks and analysis critical to our customers' business processes and workflows. Fastmarkets provides prices across the supply chain from the creation of the commodity to recycling in the metals, mining, forest products and agriculture markets. Its business model benefits from high barriers to entry and it operates in markets with significant opportunity for long-term growth.

 

 

2021

2020

Change

Underlying1 change

Revenue

£m

£m

 

 

Subscriptions

79.8

73.9

+8%

+13%

Events

2.7

6.6

(59%)

(63%)

Other

2.9

3.2

(9%)

(7%)

Total

85.4

83.7

+2%

+5%

Adjusted operating profit1

30.4

31.7

(4%)

+3%

Adjusted operating profit margin %1

36%

38%

(2ppt)

 

 

Fastmarkets revenue increased by 5% on an underlying basis with a strong performance in subscriptions outweighing the covid-19 impact on events. On a reported basis revenue increased by 2%.

 

Subscriptions revenue, which is 94% of divisional revenue, grew by 13% underlying and 8% on a reported basis driven largely by growth in Metals and Mining and Forest Products. The subscription BoB4, which is a key leading growth indicator, increased by 12.7% year-on-year at 30 September 2021. This represents a very strong improvement on the 4.2% year-on-year growth at 30 September 2020.

 

Events revenue, which is 3% of divisional revenue, declined by 63% underlying and 59% on a reported basis, reflecting the impact of covid-19. Other revenue, which is 3% of divisional revenue, declined by 7% underlying and 9% on a reported basis.

 

Adjusted operating profit increased by 3% on an underlying basis reflecting the growth in subscriptions revenue and investment in new products. On a reported basis adjusted operating profit decreased by 4% largely reflecting foreign exchange movements. Adjusted operating profit before the change in interpretation of IAS 38 "Intangible Assets" was £29.9m (September 2020: £32.3m), a decrease of 7% or 1% on an underlying basis.

 

Fastmarkets continues to invest in future growth through the roll-out of the new Fastmarkets technology platform which is delivering enhanced value to customers with a better customer interface. The acquisition of AgriCensus in March 2020 established agricultural commodities as Fastmarkets' third commodity vertical (Fastmarkets Agriculture), in addition to its leading market position in forest products and metals and mining. The acquisition of The Jacobsen in January 2021 has added further scale to Fastmarkets Agriculture in markets such as animal fats, feeds and vegetable oils as well as lower-carbon intensive fuels such as bio-diesel.  

 

Financial & Professional Services (FPS): 41% of Group revenue

 

FPS provides essential and actionable data, market and people intelligence, accreditation, marketing services, and events to financial and professional services businesses. FPS also delivers embedded workflow solutions and business development services. It combines a complementary portfolio of well-known industry brands that operate within four pillars: People Intelligence, NextGen, Derivatives, and Events.

 

 

2021

2020

Change

Underlying1 change

Revenue

£m

£m

 

 

Subscriptions

87.1

71.2

+23%

+5%

Events

29.0

41.3

(30%)

(35%)

Other

22.3

21.6

+4%

+6%

Total

138.4

134.1

+3%

(7%)

Adjusted operating profit1

24.5

20.1

+22%

+8%

Adjusted operating profit margin %1

18%

15%

+3ppt

 

 

FPS revenue decreased by 7% on an underlying basis driven by the impact of covid-19 on physical events. On a reported basis revenue increased by 3% reflecting the impact of the acquisitions of WealthEngine, Wealth-X and RelSci.

 

Subscriptions revenue, which is 63% of divisional revenue, increased by 5% underlying benefiting from strong growth in the People Intelligence and NextGen pillars, and by 23% on a reported basis. Renewal rates for the division remained high during the period, demonstrating the essential nature of the data, specialist insight and solutions we provide. The subscription BoB4 increased by 6.8% year-on-year at 30 September 2021 or by 7.9% excluding WealthEngine and RelSci.

 

Events revenue, which is 21% of divisional revenue, was down 35% underlying and 30% on a reported basis. During the year FPS ran 259 virtual events and 35 blended events in comparison with 163 virtual events and 117 physical events in FY 2020. During H1 2021 all events were virtual and from May 2021 we have been able to host blended events. 

 

Other revenue, which consists of research and rankings, advertising, consultancy and thought leadership, and is 16% of divisional revenue, increased by 6% underlying and by 4% on a reported basis reflecting growth in research, surveys, and online advertising.

 

Adjusted operating profit increased by 8% on an underlying basis reflecting the benefits of the restructuring announced in H2 2020, and further good cost control during the period. On a reported basis adjusted operating profit increased by 22% reflecting timing of events, acquisitions, and foreign exchange movements. Adjusted operating profit before the change in interpretation of IAS 38 "Intangible Assets" was £26.7m (September 2020: £20.9m), an increase of 28% or 14% on an underlying basis.

 

We further strengthened our People Intelligence business with the acquisition of WealthEngine in December 2020 and RelSci in May 2021.

 

Asset Management: 33% of Group Revenue

 

Asset Management includes our brands and businesses that serve the global asset management industry and broader financial community: BCA Research, Ned Davis Research (NDR) and Institutional Investor. This division provides independent research that enables our clients to make informed investment decisions, runs networks and conferences that bring asset allocators and asset managers together in an effective and efficient way and provides news and data that are critical for the industry to stay informed and make deals.

 

 

2021

2020

Change

Underlying1 change

Revenue

£m

£m

 

 

Subscriptions

67.6

74.4

(9%)

(3%)

Events

29.2

33.1

(12%)

(9%)

Other

13.0

11.3

+15%

+25%

Total

109.8

118.8

(8%)

(2%)

Adjusted operating profit1

42.5

44.6

(5%)

+2%

Adjusted operating profit margin %1

39%

38%

+1ppt

 

 

Asset Management revenue declined 2% on an underlying basis mainly reflecting the reduction in events revenue. On a reported basis revenue declined by 8% largely reflecting foreign exchange movements.

 

Subscriptions revenue, which is 61% of divisional revenue, decreased by 3% underlying and by 9% on a reported basis. This was an improvement compared to FY 2020 when subscriptions revenue declined by 8% on an underlying basis. The turnaround of Investment Research continues to progress ahead of plan, with subscriptions renewal rates improving across the year. The 12-month moving average renewal rate at 30 September 2021 increased to 90% (30 September 2020: 86%).

The rate of decline in the Asset Management BoB4 improved by 4.4 percentage points over the last 12 months to -0.6% at 30 September 2021 with non-vote Investment Research BoB4 improving by 4.8 percentage points to +0.1% over the same period. The improvement was driven by a higher renewal rate following investment in the sales team and in auto-renewals, integration of sales teams to drive cross-selling, and new research products.

Investment Solutions, which embeds our data and intellectual property into investment decision making processes, has continued to grow its assets under advisement (AUA) to $1.9bn at 30 September 2021 (30 September 2020: $1.3bn).

 

Events revenue, which is 27% of divisional revenue, decreased by 9% underlying and by 12% on a reported basis, reflecting the impact of covid-19 but also the relative resilience of Institutional Investor and its membership model. Other revenue, which is 12% of divisional revenue, grew by 25% underlying and 15% on a reported basis driven by Institutional Investor research reports and media.

 

Asset Management adjusted operating profit increased by 2% on an underlying basis with the decrease in revenue outweighed by good cost control. On a reported basis adjusted operating profit declined by 5% largely reflecting foreign exchange movements. Adjusted operating profit before the change in interpretation of IAS 38 "Intangible Assets" was £43.0m (September 2020: £44.9m), a decrease of 4% or an increase of 3% on an underlying basis.

Revenue, adjusted operating profit and pre-tax profit

 

2021

2020

Change

Underlying1 change

Revenue by division

£m

£m

 

 

Fastmarkets

85.4

83.7

+2%

+5%

FPS

138.4

134.1

+3%

(7%)

Asset Management

109.8

118.8

(8%)

(2%)

Foreign exchange gains/(losses) on forward contracts

2.4

(1.3)

 

 

Total revenue

336.1

335.3

-

(2%)

Adjusted operating profit1

 

 

 

 

Fastmarkets

30.4

31.7

(4%)

+3%

FPS

24.5

20.1

+22%

+8%

Asset Management

42.5

44.6

(5%)

+2%

Divisional adjusted operating profit1

97.5

96.4

-

+4%

Foreign exchange gains/(losses) on forward contracts

2.4

(1.3)

 

 

Central costs

(34.6)

(36.7)

+6%

+2%

Group adjusted operating profit1

65.3

58.4

+12%

+8%

Group adjusted operating profit margin %1

19%

17%

+2ppt

 

Associates and JVs

0.3

(0.3)

 

 

Net finance costs

(4.2)

(3.8)

 

 

Adjusted profit before-tax1

61.4

54.3

+13%

 

Adjusted profit before tax before the change in interpretation of IAS 38 "Intangible Assets"5 was £65.2m (30 September 2020: £57.4m)

Group reported revenues were slightly up with subscriptions revenue and other revenue growth outweighing the impact of a £21m reduction in events revenue. Group adjusted operating profit increased by 8% to £65.3m underlying and 12% on a reported basis reflecting good cost control and lower central costs, which included a one-off £2.5m insurance claim receipt. In September 2020, the Group announced a restructuring and cost reduction programme, mainly focused on our events businesses. The programme delivered gross savings, before investment in other areas of approximately £15m in FY 2021. Adjusted profit before tax increased by 13% to £61.4m mainly reflecting higher adjusted operating profit. Adjusted diluted earnings per share increased by 12% to 45.5p (FY 2020: 40.5p). Statutory profit before tax was £26.6m (FY 2020: £29.9m).

 

Other financial items

Exceptional items

In FY 2021 total exceptional costs were £15.1m. Exceptional items include £2.3m of costs from the previously announced major restructuring across the Group at the beginning of the period.  Net foreign exchange losses of £1.2m on quasi-equity loans and net investment hedging that had been deferred to equity in previous years have been recognised in exceptional items as the entities they relate to are no longer part of the Group.

An impairment of right of use assets and property, plant and equipment of £3.0m has been recognised in exceptional items, due to properties across the Group being vacated.

Other exceptional costs of £8.6m consist of expenditure associated with the acquisition of Wealth-X, AgriCensus, WealthEngine, The Jacobsen and RelSci, which is treated as exceptional due to its magnitude. The recognition of the earn-out payments for the acquisition of AgriCensus are treated as compensation costs and included in exceptional items. Also included are costs incurred to support the strategic review of Asset Management.

Tax

The adjusted effective tax rate for FY 2021 is 20% (FY 2020: 20%) which is based on adjusted profit before tax and excludes deferred tax movements on intangible assets, tax on exceptional items, prior year items and other tax adjusting items as described below. The tax rate in each year depends mainly on the geographic mix of profits as well as on applicable tax rates and although the tax charge involves a level of estimate, we currently expect it to be 21% for FY 2022.

The Group's statutory effective tax rate is 53% for FY 2021 compared to 5% in FY 2020. The increase is largely driven by £3.6m withholding tax charge from the payment of an intragroup dividend from Canada to the UK, a £1.5m deferred tax charge in respect of the remeasurement of deferred tax liabilities arising on the transfer of certain intangible assets from Singapore to the US and a related write off of £2.6m for tax losses in Singapore. Excluding the impact of these, the group statutory rate is approximately 23%.

The basis for the calculation of both effective tax rates and further information can be found in notes 8 and 23.

During the period the Group has progressed several outstanding tax matters: 

·     

As previously noted, we have resolved all historical Canadian tax issues relating to the exposure identified in 2020 and a tax refund of C$10.5m (£6.1m) was received in May 2021.

·     

The Group has historically provided for a £12.4m UK tax exposure relating to the disposal of an investment in the Capital Data business during the year ended 30 September 2015. The Group received a favourable judgement from the first-tier tax tribunal hearing held in May 2020, which HM Revenue and Customs (HMRC) intend to appeal at the Upper Tier Tribunal. Aside from potential interest continuing to accrue we have therefore left the provision unchanged.

·     

In the 2020 Annual Report the Group disclosed a contingent tax liability of £8.9m in relation to the European Commission investigation into the UK Controlled Foreign Company legislation. HMRC have now confirmed that this matter is now closed and therefore there is no longer any contingent liability.

Dividend

The Board has proposed a final dividend of 12.5p per share which results in a full year dividend of 18.2p (FY 2020: 11.4p) reflecting the strong balance sheet, cash generative nature of the business and confidence in the future. Our dividend policy is to pay out approximately 40% of full year adjusted diluted earnings per share, subject to the capital needs of the business.

Net cash and cash flow

A reconciliation of free cash flow, an alternative performance measure, and cash generated from operations and cash and cash equivalents, the nearest statutory measures, is set out below.

 

2021

2020

Change

 

£m

£m

£m

Cash generated from operations

67.3

53.5

13.8

Leases and interest

(12.4)

(9.6)

(2.8)

Capex

(4.8)

(6.7)

1.9

Taxation

(3.2)

(7.1)

3.9

Free cash flow

46.9

30.1

16.8

Dividends paid

(18.5)

(24.0)

5.5

Net M&A

(24.2)

(24.8)

0.6

 

4.2

(18.7)

22.9

Opening cash and cash equivalents

28.1

50.1

(22.0)

Currency translation

0.2

(3.3)

3.5

Closing cash and cash equivalents

32.5

28.1

4.4

Net cash at 30 September 2021 was £32.5m, excluding lease liabilities, compared with £28.1m as at 30 September 2020. This increase in net cash largely reflects the strength of our cash generative subscriptions revenues which exceeded payments for acquisitions in the year totalling £24.2m and dividends of £18.5m. Strong operating cash flows of £67.3m were underpinned by significant improvements in working capital reflecting the growth in subscriptions and strong collections. Free cash flow increased by £16.8m to £46.9m.

The Group's adjusted cash conversion for FY 2021 was 123% (2020: 105%). See page 19 for the calculation. The Group has a strong and consistent record of high cash conversion reflecting the robust nature of the Group's subscription businesses and the relatively capital light business model.

Management of balance sheet and liquidity risk and financing

The Group regularly reviews the level of cash and debt facilities required to fund its activities. In May 2021, the Group refinanced and increased its existing bank facility. It now has a committed multi-currency revolving credit facility of £190m which is available to the Group until May 2024, with two additional one-year extension options available. An additional £130m uncommitted accordion facility also remains available.

Currency

The Group generates approximately 75% of its revenue in US dollars, including approximately 40% of its UK revenue and c.88% of the Group's operating profit. The exposure to US dollar revenue in the UK businesses is partially hedged using forward contracts to sell US dollars, which delays the impact of movements in exchange rates for at least a year.

The average sterling-US dollar rate for FY2021 was $1.37 (2020: $1.28). This reduced headline revenue growth rates for the year by approximately 4 percentage points and adjusted profit before tax by £2.3m. Each one cent movement in the US dollar rate has an impact on translated profits, net of UK revenue hedging, of approximately £0.7m on an annualised basis. The Group also translates its non-sterling denominated balance sheet items, which resulted in a loss in 2021 of £11k (2020: £1.1m).

Definitions

Adjusted measures exclude the impact of amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy. A detailed reconciliation of the Group's adjusted and underlying results is set out in the Glossary on pages 12 to 20 of this statement.

 

Underlying measures are the adjusted results stated at constant exchange rates, including pro forma prior year comparatives for acquisitions and new business launches and excluding disposals, business closures and significant event and publication timing differences, including proforma prior year adjustments for the application of new accounting standards.

 

Summary of guidance for FY 2022

 

Income statement:

·      Revenue outlook

Fastmarkets and FPS subscriptions - expect continued strong underlying growth

Asset Management - expect continued progress towards sustainable growth at BCA Research and NDR

Events revenue - expect further recovery as physical aspects of events continue to return

 

·      Costs

£8m investment people to drive subscriptions growth including renewables in Fastmarkets and Wealth Management in Asset Management

Higher people costs and travel-related expenses as physical events return

IAS 38 - higher SaaS-related investment in technology; net c.£2m increase on FY 2021, largely in
central costs

Central costs - expected to increase reflecting IAS 38 (see above) and one-off £2.5m insurance claim receipt in
FY 2021

 

·      Tax rate

Group adjusted effective tax rate expected to be c.21% (FY 2021: 20%)

 

Cash flow:

Capital expenditure - capex of £6m reflecting continued investment in technology and systems; £15m before changes to IAS 38

 

 

CAUTIONARY STATEMENT

This Preliminary Statement ("Statement") 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 Statement save as would arise under English law. Statements contained in this Statement 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 Company'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 Statement. 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 Statement. 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 Euromoney Institutional Investor PLC share for the current or future financial years would necessarily match or exceed the historical published earnings per Euromoney Institutional Investor PLC 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.

 

LEI Number: 213800PZU2RGHMHE2S67

Glossary of financial performance measures

In order to fully explain the performance of the business, the Group uses several alternative performance measures (APMs) and business KPIs. APMs are non-GAAP and not defined by IFRS; therefore, they may not be considered directly comparable to other companies' APMs. APMs should be considered in addition to, rather than a substitute for, IFRS measures.

The Group presents two main sets of APMs in its Annual Report and financial results: adjusted measures and underlying measures.

Adjusted measures

Adjustments principally include the amortisation of acquired intangible assets, exceptional items, net movements in deferred consideration and acquisition commitments, fair value remeasurements and the associated tax thereon. 

Adjusted measures provide additional useful information for shareholders to evaluate and compare the performance of the business from period to period. Management use these for budgeting, planning and monthly reporting purposes and they are the basis on which executive management is incentivised. These adjusted measures also enable the Group to track more easily and consistently the underlying operational performance by separating out exceptional income, charges and non-cash items. We also present adjusted EBITDA as the Group's borrowing facilities contain certain covenants, including the ratio of adjusted net debt to EBITDA.

Underlying measures

Underlying measures include adjustments and adjust for material events that move across reporting dates, material biennial events, currency and M&A.

Underlying measures provide a fairer like-for-like comparison than adjusted measures as the factors noted above can influence growth rates but do not reflect underlying business performance.

APM/KPI term

Closest equivalent IFRS measure

Purpose and definition

Underlying revenue1

Revenue

Underlying revenue (and underlying revenue growth) enable us to compare revenue on a like-for-like basis and are an important indicator of the health and trajectory of our divisions and the Group as a whole. Underlying revenue adjusts for material events that move across reporting dates, material biennial events, currency, M&A and closed businesses, and new accounting standards that are not applied retrospectively.

Underlying revenue growth is one of the financial measures used for Directors' remuneration.

Adjusted operating profit1

Operating profit3

Adjusted operating profit enables the Group to more closely track operational performance by adjusting operating profit for the amortisation of acquired intangible assets and exceptional items.

Adjusted operating margin

Operating profit3 margin

Adjusted operating margin measures the efficiency of the Group and the effectiveness of investment decisions, cost reduction efforts and mix improvements. Adjusted operating margin is calculated as adjusted operating profit as a percentage of revenue.

Underlying operating profit1

Operating profit3

Underlying operating profit enables the Group to compare operating profit on a like-for-like basis. Underlying operating profit adjusts adjusted operating profit for material events that move across reporting dates, material biennial events, currency, M&A and closed businesses, and new accounting standards that are not applied retrospectively.

Adjusted EBITDA1

Operating profit3

Adjusted EBITDA is a measure used in covenants relating to the Group's borrowing facilities. It is calculated as the Group's net (cash)/debt to adjusted operating profit and share of results in associates before depreciation and amortisation of licences and software, including those of our associates and IFRS 16 adjustments, and adjustments for the timing of acquisitions and disposals.

 

Adjusted profit before tax1

Profit before tax

Adjusted profit before tax measures the overall success of management actions to manage the portfolio and invest to grow the business.

Adjusted profit before tax is one of the financial measures used for Directors' remuneration.

This APM adjusts profit before tax for the amortisation of acquired intangible assets, exceptional items, net movements in deferred consideration and acquisition commitments and fair value remeasurements.

Underlying profit before tax1

Profit before tax

Underlying profit before tax enables the Group to compare profit on a like-for-like basis. Underlying profit before tax adjusts adjusted profit before tax for material events that move across reporting dates, material biennial events, currency, M&A and closed businesses, and new accounting standards that are not applied retrospectively.

Adjusted diluted earnings per share2

Diluted earnings per share

Adjusted diluted earnings per share measures the Group's overall returns to shareholders. It is calculated using profit for the year attributable to the equity holders of the parent adjusted for the amortisation of acquired intangible assets, exceptional items, net movements in deferred consideration and acquisition commitments and fair value remeasurements and tax thereon divided by the diluted weighted average number of shares in issue.

Adjusted cash generated from operations1

Cash generated from operations

Adjusted cash generated from operations gives a clearer picture of the cash generating nature of the Group. It is calculated by adjusting cash generated from operations for the cash impact relating to exceptional items, capital expenditure and significant timing differences affecting the movement on working capital.

Free cash flow

Cash generated from operations

Free cash flow reflects the cash available to shareholders. Cash generated from operations is adjusted for the cash impact of lease and interest payments, capital expenditure and taxation.

Net cash1

Cash and cash equivalents less borrowings

Net cash shows the availability of cash in the business. It comprises cash at bank and in short-term deposits.

Adjusted net cash1

Cash and cash equivalents less borrowings

Adjusted net cash adjusts net cash for average exchange rates.

Adjusted cash conversion1

None

Adjusted cash conversion is a measure of the quality of the Group's earnings. It measures the percentage by which adjusted cash generated from operations, net of capital expenditure and cash payments for exceptional items, covers adjusted operating profit.

Adjusted net cash to EBITDA ratio1

None

Adjusted net cash to EBITDA ratio is a measure used in covenants relating to the Group's borrowing facilities. It is calculated as adjusted net cash as a percentage of adjusted EBITDA.

 

1  Reconciliation of these performance measures to statutory performance measures can be found below

2  Calculation of adjusted diluted earnings per share is in note 7 to the Financial Statements

3  Operating profit is presented in the Consolidated Income Statement. It is not defined per IFRS, however, it is a generally accepted profit measure

Adjusted measures

The Directors believe that the adjusted measures provide additional useful information for shareholders to evaluate and compare the performance of the business from period to period. These measures are used by management for budgeting, planning and monthly reporting purposes and are the basis on which executive management is incentivised. The non-IFRS measures also enable the Group to track more easily and consistently the underlying operational performance by separating out the following types of exceptional income, charges and non-cash items.

Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising trademarks and brands, customer relationships and databases); exceptional items; share of associates' and joint ventures' acquired intangibles amortisation and exceptional items; net movements in deferred consideration and acquisition commitments; fair value remeasurements; related tax items and other adjusting items described below.

The amortisation of acquired intangible assets is adjusted as 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 the Group'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 balance sheet items that relate to historical M&A activity.

Exceptional items are items of income or expense considered by the Directors to be significant, non-recurring and not attributable to underlying trading. It is Group policy to treat as exceptional significant earn-out payments required by IFRS to be recognised as a compensation cost. IFRS requires that earn-out payments to selling shareholders retained in the acquired business for a contractual time period are treated as a compensation cost. Given that these payments are in substance part of the cost of an investment and will not recur once the earn-out payments have been made, they have been excluded from adjusted profit.

Adjusted finance costs exclude interest arising on any uncertain tax provisions, as these provisions are not in the ordinary course of business and relate to tax adjusting items.

In respect of earnings, adjusted amounts reflect a tax rate that includes the current tax effect of goodwill and intangible assets. Many of the Group's acquisitions, particularly in the US, give rise to significant tax savings as the amortisation of goodwill and intangible assets on acquisition is deductible for tax purposes. The Group considers that the resulting adjusted effective tax rate is therefore more representative of its tax payable position. Tax on exceptional items are excluded as these items are adjusted in accordance with Group policy. Adjustments in respect of prior years are also removed from the adjusted tax expense as they do not relate to current year underlying trading.

Further analysis of the adjusting items is presented in notes 2, 3, 4, 5, 7 and 10 to the Preliminary Statements.

The Group has applied these principles in calculating adjusted measures and it is the Group's intention to continue to apply these principles in the future.

Underlying measures

When assessing the performance of our businesses, the Board considers the adjusted results. The year-on-year change in adjusted results may not, however, be a fair like-for-like comparison as there are a number of factors which can influence growth rates but which do not reflect underlying performance.

Underlying results include adjusted results and are stated:

· 

at constant exchange rates, with the prior year comparatives being restated using current year exchange rates;

· 

including pro forma prior year comparatives for acquisitions and new business launches and excluding all results for disposals or business closures;

· 

including adjustments for events which run in one of the current or comparative periods due to changes in the event date. For example, this means we adjust for biennial events; and

· 

including proforma prior year adjustments for the application of new accounting standards.

Underlying measures previously also excluded events and publications which took place in the comparative period but did not take place in the current period (for example due to cancellations or changes in event format); with events and publications which took place in the current period but did not take place in the comparative period, being added into the comparative period at the same amount. The covid-19 pandemic has changed the event industry, with virtual and blended events now firmly established, as a result of the restrictions on holding physical events. This proliferation of formats means that it is significantly more difficult to assess whether an event is new or cancelled compared with the event that ran in the comparative period. The new methodology also aligns reported and underlying metrics more closely.

The Group's adjusted and underlying measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. The adjusted and underlying measures used by the Group are not necessarily comparable with those used by other companies.

The reconciliation below sets out the adjusted results of the Group and the related adjustments to the statutory Income Statement that the Directors consider necessary to provide useful and comparable information about the Group's adjusted trading performance.

 

2021

2020

 

Notes

Statutory

£000

Adjustments

£000

Adjusted

£000

Restated1 Statutory

£000

Restated1 Adjustments

£000

Adjusted

£000

Revenue

2

336,061

-

336,061

335,256

-

335,256

 

 

 

 

 

 

 

 

Adjusted operating profit

2

65,257

-

65,257

58,444

-

58,444

Acquired intangible amortisation

8

(19,020)

19,020

-

(23,039)

23,039

-

Exceptional items

3

(15,105)

15,105

-

(4,811)

4,811

-

 

 

 

 

 

 

 

 

Operating profit

 

31,132

34,125

65,257

30,594

27,850

58,444

Operating profit margin

 

9%

-

19%

9%

-

17%

 

 

 

 

 

 

 

 

Share of results in associates

10

25

329

354

(495)

154

(341)

 

 

 

 

 

 

 

 

Finance income

4

46

-

46

4,141

(3,850)

291

Finance expense

4

(4,558)

311

(4,247)

(4,368)

307

(4,061)

Net finance costs

4

(4,512)

311

(4,201)

(227)

(3,543)

(3,770)

 

 

 

 

 

 

 

 

Profit before tax

 

26,645

34,765

61,410

29,872

24,461

54,333

Tax expense on profit

5

(14,000)

1,744

(12,256)

(1,458)

(9,432)

(10,890)

Profit for the year

 

12,645

36,509

49,154  

28,414

15,029

43,443

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Equity holders of the parent

 

12,645

36,509

49,154

28,608

14,968

43,576

Equity non-controlling interests

 

-

-

-

(194)

61

(133)

 

 

12,645

36,509

49,154

28,414

15,029

43,443

Diluted earnings per share

7

11.7p

 

45.5p

26.6p

 

40.5p

 

1

As outlined in note 1 to the Preliminary Statement, the results for the year ended 30 September 2020 have been restated to reflect the impact of the IFRIC decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets'..

 

The following table sets out the reconciliation from statutory to underlying for revenue, operating profit and profit before tax:

 

2021

£000

Restated1

2020

£000

Change

%

Statutory revenue

336,061

335,256

0%

Net M&A and closed businesses

-

16,316

 

Timing differences and event cancellations

-

5,448

 

Foreign exchange

-

(12,377)

 

Underlying revenue

336,061

344,643

(2%)

 

 

 

 

Statutory operating profit

31,132

30,594

2%

Adjustments

34,125

27,850

 

Adjusted operating profit

65,257

58,444

12%

Net M&A and closed businesses

-

810

 

Timing differences and event cancellations

-

3,911

 

Foreign exchange

-

(2,616)

 

Underlying operating profit

65,257

60,549

8%

 

 

 

 

Statutory profit before tax

26,645

29,872

(11%)

Adjustments

34,765

24,461

 

Adjusted profit before tax

61,410

54,333

13%

Net M&A and closed businesses

-

810

 

Timing differences and event cancellations

-

3,911

 

Foreign exchange

-

(2,271)

 

Underlying profit before tax

61,410

56,783

8%

 

1

As outlined in note 1 to the Preliminary Statement, the results for the year ended 30 September 2020 have been restated to reflect the impact of the IFRIC decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets'..

 

The following table reconciles the underlying revenue and adjusted operating profit changes for the divisions and the Group:

 

Fastmarkets

£000

FPS

£000

Asset Management

£000

Foreign exchange gains/(losses) on forward contracts

£000

Total

£000

2021

 

 

 

 

 

Statutory revenue

85,423

138,443

109,804

2,391

336,061

 

 

 

 

 

 

2020

 

 

 

 

 

Statutory revenue

83,667

134,111

118,778

(1,300)

335,256

Net M&A and closed businesses

1,372

14,944

-

-

16,316

Timing differences

732

3,824

892

-

5,448

Foreign exchange

(4,388)

(4,015)

(7,624)

3,650

(12,377)

Underlying revenue

81,383

148,864

112,046

2,350

344,643

Underlying revenue change %

5%

(7%)

(2%)

2%

(2%)

 

 

 

 

 

 

 

Fastmarkets

£000

FPS

£000

Asset Management

£000

Central Costs

£000

Total

£000

2021

 

 

 

 

 

Adjusted operating profit

30,429

24,546

42,481

(32,199)

65,257

 

 

 

 

 

 

2020

 

 

 

 

 

Adjusted operating profit

31,684

20,101

44,628

(37,969)

58,444

Net M&A and closed businesses

(241)

1,051

-

-

810

Timing differences

507

3,154

250

-

3,911

Foreign exchange

(2,396)

(1,651)

(3,447)

4,878

(2,616)

Underlying adjusted operating profit

29,554

22,655

41,431

(33,091)

60,549

Underlying adjusted operating profit change %

3%

8%

2%

(3%)

8%

 

The following table reconciles the underlying revenue changes for the divisions by revenue type:

 

 

 

Subscriptions

£000

Events

£000

Other

£000

Total

£000

Fastmarkets

 

 

 

 

2021

 

 

 

 

Statutory revenue

79,802

2,706

2,915

85,423

 

 

 

 

 

2020

 

 

 

 

Statutory revenue

73,927

6,620

3,120

83,667

Net M&A and closed businesses

1,243

-

129

1,372

Timing differences

-

732

-

732

Foreign exchange

(4,273)

(20)

(95)

(4,388)

Underlying revenue

70,897

7,332

3,154

81,383

Underlying revenue change %

13%

(63%)

(7%)

5%

 

 

 

 

 

FPS

 

 

 

 

2021

 

 

 

 

Statutory revenue

87,131

28,990

22,322

138,443

 

 

 

 

 

2020

 

 

 

 

Statutory revenue

71,122

41,343

21,646

134,111

Net M&A and closed businesses

14,944

-

-

14,944

Timing differences

-

3,824

-

3,824

Foreign exchange

(2,711)

(764)

(540)

(4,015)

Underlying revenue

83,355

44,403

21,106

148,864

Underlying revenue change %

5%

(35%)

6%

(7%)

 

 

 

 

 

Asset Management

 

 

 

 

2021

 

 

 

 

Statutory revenue

67,612

29,199

12,993

109,804

 

 

 

 

 

2020

 

 

 

 

Statutory revenue

74,433

33,013

11,332

118,778

Net M&A and closed businesses

-

-

-

-

Timing differences

243

870

(221)

892

Foreign exchange

(5,015)

(1,929)

(680)

(7,624)

Underlying revenue

69,661

31,954

10,431

112,046

Underlying revenue change %

(3%)

(9%)

25%

(2%)

Cash conversion

Cash conversion is an alternative performance measure of the quality of the Group's earnings. Cash conversion measures the percentage by which adjusted cash generated from operations covers adjusted operating profit.

 

2021

£000

Restated1

2020

£000

Adjusted operating profit

65,257

58,444

 

 

 

Cash generated from operations

67,321

53,488

Exceptional items2

17,642

14,646

Capital expenditure

(4,793)

(6,690)

Adjusted cash generated from operations

80,170

61,444

Adjusted cash conversion %

123%

105%

 

1

As outlined in note 1 to the Preliminary Statement, the results for the year ended 30 September 2020 have been restated to reflect the impact of the IFRIC decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets'.

2

This represents cash paid during the year in relation to exceptional items, this includes payments on exceptional items accrued in previous periods.

Adjusted cash generated from operations is after adjusting for the cash impact relating to exceptional items and capital expenditure. For the year ended 30 September 2021, exceptional cash payments largely consist of integration and transaction costs of newly acquired businesses and to support the restructure and cost reduction programme announced in September 2020. For the year ended 30 September 2020, exceptional cash payments largely consisted of integration and transaction costs of acquired businesses and to support the strategic review of Asset Management.

Net cash is an alternative performance measure and comprises cash and cash equivalents along with the Group's borrowings excluding lease liabilities. The measure is important because the Group's RCF covenant includes the requirement to keep adjusted net debt below three times adjusted EBITDA. The following table sets out the cash movements in the year and reconciliation to adjusted net cash:

Net cash

 

2021

£000

2020

£000

Total cash and cash equivalents at 1 October

28,093

50,078

Net increase/(decrease) in cash and cash equivalents

4,172

(19,601)

Increase in borrowings

-

880

Effect of foreign exchange rate movements

230

(3,264)

Total cash and cash equivalents at 30 September

32,495

28,093

 

 

 

Net cash comprises:

 

 

Cash at bank and short-term deposits

32,495

28,093

Total cash and cash equivalents

32,495

28,093

Net cash

32,495

28,093

Average exchange rate adjustment

(86)

619

Adjusted net cash

32,409

28,712

 

Adjusted EBITDA is an alternative performance measure. The following table sets out the reconciliation from adjusted operating profit to adjusted EBITDA:

Adjusted EBITDA

 

2021

£000

2020

£000

Adjusted operating profit

65,257

58,444

Share of results in associates

354

(341)

Add back:

 

 

Intangible amortisation on licences and software

2,920

2,017

Depreciation of property, plant and equipment

2,041

2,908

Depreciation of right of use assets

9,031

7,785

Share of associates' interest, depreciation and amortisation

29

163

Adjusted EBITDA

79,632

70,976

Add back:

 

 

IFRS 16 adjustments

(9,779)

(7,711)

M&A annualised adjustment

366

(136)

Adjusted EBITDA for covenant purposes

70,219

63,129

Adjusted net cash to EBITDA ratio for covenant purposes

0.46

0.45

 

The Group's borrowing facilities contain certain covenants, including the ratio of adjusted net debt to EBITDA. The amounts and foreign exchange rates used in the covenant calculations are subject to adjustments as defined under the terms of the arrangement. The facility's covenant requires the Group's net debt to be no more than three times adjusted EBITDA and requires minimum levels of interest cover of three times on a rolling 12-month basis.

The bank covenant ratio uses an average exchange rate in the calculation of net debt and an annualised adjustment attributable to acquisitions and disposals in the calculation of adjusted EBITDA. When businesses are acquired after the beginning of the financial year, the calculation of adjusted EBITDA includes EBITDA attributable to the business as if the acquisition had been completed on the first day of the financial year. The calculation excludes the EBITDA of any businesses disposed of during the year.

The bank covenant ratio is adjusted to remove the impact of IFRS 16. This means that the adjusted EBITDA for covenant compliance calculations includes an entry for the rental expense which would have been recognised for the Group's leases had the transition to IFRS 16 not taken place. To be consistent with the bank covenant calculations, net cash is defined to exclude lease liabilities.

Consolidated Income Statement

for the year ended 30 September 2021

 

Notes

2021
£000

Restated

2020

£000

Revenue

2

336,061

335,256

Cost of sales

 

(45,525)

(55,713)

Gross profit

 

290,536

279,543

 

 

 

 

Administrative expenses and distribution costs

 

(220,385)

(216,723)

Net impairment of trade receivables

 

(4,894)

(4,376)

Operating profit before acquired intangible amortisation and exceptional items

 

65,257

58,444

 

 

 

 

Acquired intangible amortisation

8

(19,020)

(23,039)

Exceptional items

3

(15,105)

(4,811)

Operating profit

2

31,132

30,594

 

 

 

 

Share of results in associates

10

25

(495)

 

 

 

 

Finance income

4

46

4,141

Finance expense

4

(4,558)

(4,368)

Net finance costs

4

(4,512)

(227)

 

 

 

 

Profit before tax

2

26,645

29,872

Tax expense on profit

5

(14,000)

(1,458)

Profit for the year

2

12,645

28,414

 

 

 

 

Attributable to:

 

 

 

Equity holders of the parent

 

12,645

28,608

Equity non-controlling interests

 

-

(194)

 

 

12,645

28,414

Earnings per share

 

 

 

Basic

7

11.7p

26.6p

Diluted

7

11.7p

26.6p

 

 

 

 

Dividend per share (including proposed dividends)

6

18.2p

11.4p

 

A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out on pages 12 to 20.

The 2020 Consolidated Income Statement has been restated as detailed in note 1.

Consolidated Statement of Comprehensive Income

for the year ended 30 September 2021

 

 

2021

£000

Restated

2020

£000

Profit for the year

 

12,645

28,414

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

Change in fair value of cash flow hedges

 

3,314

1,838

Transfer of (gains)/losses on cash flow hedges from fair value reserves to Income Statement:

 

 

 

Foreign exchange (gains)/losses in revenue

 

(2,391)

1,300

Foreign exchange (gains)/losses in administrative expenses

 

(366)

523

Net exchange differences on translation of net investments in overseas subsidiary undertakings

 

(17,164)

(17,425)

Net exchange differences on foreign currency loans

 

34

(3,781)

Translation reserves recycled to Income Statement

 

1,183

-

Tax gains on changes in fair value of cash flow hedges

 

300

-

 

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

Actuarial gains on defined benefit pension schemes

 

4,500

3,005

Tax loss on actuarial gains on defined benefit pension schemes

 

(1,013)

(468)

Change in value of FVTOCI assets

 

50

-

 

 

 

 

Other comprehensive expense for the year

 

(11,553)

(15,008)

 

 

 

 

Total comprehensive income for the year

 

1,092

13,406

 

 

 

 

Attributable to:

 

 

 

Equity holders of the parent

 

1,092

13,600

Equity non-controlling interests

 

-

(194)

 

 

1,092

13,406

 

 

 

 

Consolidated Statement of Financial Position

as at 30 September 2021

 

Notes

2021
£000

Restated

2020

£000

1 October

20191

£000

Non-current assets

 

 

 

 

Intangible assets

 

 

 

 

Goodwill

8

457,057

456,343

246,281

Other intangible assets

8

188,249

193,590

154,042

Property, plant and equipment

 

11,413

14,454

15,294

Right of use assets

9

44,244

53,404

56,732

Investment in associates and joint ventures

10

8,861

8,836

5,271

Other equity investments

10

163

-

-

Convertible loan note

 

-

-

3,759

Deferred tax assets

 

4,317

4,018

2,486

Retirement benefit asset

 

3,010

566

1,511

Other non-current assets

 

770

422

317

Derivative financial instruments

 

22

307

93

 

 

718,106

731,940

485,786

Current assets

 

 

 

 

Trade and other receivables

 

84,262

71,428

48,955

Contract assets

 

5,452

1,454

1,457

Current income tax assets

 

4,023

10,602

4,362

Cash and cash equivalents

 

32,495

28,093

49,751

Derivative financial instruments

 

1,854

782

219

Total assets of businesses held for sale

 

-

-

292,356

 

 

128,086

112,359

397,100

Current liabilities

 

 

 

 

Acquisition commitments

 

(54)

(15)

(986)

Deferred consideration

 

-

-

(138)

Trade and other payables

 

(43,092)

(27,885)

(43,929)

Lease liabilities

12

(9,259)

(9,142)

(8,056)

Current income tax liabilities

 

(13,309)

(15,824)

(16,564)

Accruals

 

(62,291)

(44,013)

(36,285)

Contract liabilities

 

(132,637)

(132,615)

(87,150)

Derivative financial instruments

 

(616)

(914)

(3,578)

Provisions

 

(1,616)

(7,272)

(785)

Total liabilities of businesses held for sale

 

-

-

(71,534)

 

 

(262,874)

(237,680)

(269,005)

Net current (liabilities)/assets

 

(134,788)

(125,321)

128,095

Total assets less current liabilities

 

583,318

606,619

613,881

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

Acquisition commitments

 

-

-

(1,640)

Lease liabilities

12

(52,430)

(60,999)

(63,548)

Other non-current liabilities

 

(208)

(216)

(227)

Contract liabilities

 

(2,214)

(1,936)

(1,278)

Deferred tax liabilities

 

(30,131)

(26,320)

(16,249)

Retirement benefit obligation

 

-

(3,130)

(7,723)

Derivative financial instruments

 

(302)

(134)

(293)

Provisions

 

(2,963)

(2,848)

(2,845)

 

 

(88,248)

(95,583)

(93,803)

Net assets

 

495,070

511,036

520,078

 

Shareholders' equity

 

 

 

 

Called up share capital

13

273

273

273

Share premium account

 

104,637

104,636

104,306

Other reserve

 

64,981

64,981

64,981

Capital redemption reserve

 

56

56

56

Own shares

 

(14,102)

(14,592)

(19,682)

Reserve for share-based payments

 

39,075

38,686

40,120

Fair value reserve

 

(22,415)

(23,528)

(27,087)

Translation reserve

 

105,943

122,431

143,235

Retained earnings

 

216,622

218,093

212,833

Equity shareholders' surplus

 

495,070

511,036

519,035

Equity attributable to non-controlling interests

 

-

-

1,043

Total equity

 

495,070

511,036

520,078

 

 

 

 

 

1 The balances at 1 October 2019 are as reported on 30 September 2019, adjusted to include the IFRS 16 transition balances reported in note 1 of the 2020 Annual Report and Accounts as well as the IAS 38 IFRIC restatements, disclosed in note 1 of the Preliminary Statement.

 

The Consolidated Statement of Financial Position at 30 September 2020 has been restated as detailed in note 1.

Approved by the Board of Directors on 17 November 2021.

Consolidated Statement of Changes in Equity

for the year ended 30 September 2021

 

 

Called up share capital £000

Share premium account £000

Other reserve £000

Capital redemption reserve £000

Own shares £000

Reserve for share-based payments £000

Fair value reserve £000

Translation reserve £000

Retained earnings £000

Total £000

Non-controlling interests £000

Total equity £000

At 1 October 2019 (reported)

273

104,306

64,981

56

(19,682)

40,120

(27,087)

143,243

216,806

523,016

1,043

524,059

Restatement (note 1)

-

-

-

-

-

-

-

(8)

(3,973)

(3,981)

-

(3,981)

At 1 October 2019 (restated)

273

104,306

64,981

56

(19,682)

40,120

(27,087)

143,235

212,833

519,035

1,043

520,078

Profit for the year (restated) (note 1)

-

-

-

-

-

-

-

-

28,608

28,608

(194)

28,414

Other comprehensive income/(expense) for the year

-

-

-

-

-

-

3,661

(21,206)

2,537

(15,008)

-

(15,008)

Total comprehensive income for the year

-

-

-

-

-

-

3,661

(21,206)

31,145

13,600

(194)

13,406

Share-based payments

-

-

-

-

-

(729)

-

-

2,992

2,263

-

2,263

Cash dividend paid (note 6)

-

-

-

-

-

-

-

-

(23,994)

(23,994)

-

(23,994)

Exercise of acquisition option commitments

-

-

-

-

-

-

-

-

849

849

(849)

-

Exercise of share options

-

330

-

-

5,090

(705)

-

-

(4,385)

330

-

330

Reclassification of reserves

-

-

-

-

-

-

(102)

402

(300)

-

-

-

Tax relating to items taken directly to equity

-

-

-

-

-

-

-

-

(1,047)

(1,047)

-

(1,047)

At 30 September 2020 (restated)

273

104,636

64,981

56

(14,592)

38,686

(23,528)

122,431

218,093

511,036

511,036

Profit for the year

-

-

-

-

-

-

-

-

12,645

12,645

-

12,645

Other comprehensive income/(expense) for the year

1,113

(16,488)

3,822

(11,553)

(11,553)

Total comprehensive income for the year

-

-

-

-

-

-

1,113

(16,488)

16,467

1,092

-

1,092

Share-based payments

-

-

-

-

-

764

-

-

-

764

-

764

Cash dividend paid (note 6)

-

-

-

-

-

-

-

-

(18,479)

(18,479)

-

(18,479)

Exercise of share options

-

1

-

-

490

(375)

-

-

(116)

-

-

-

VAT on share buy-back

-

-

-

-

-

-

-

-

532

532

-

532

Tax relating to items taken directly to equity

-

-

-

-

-

-

-

-

125

125

-

125

At 30 September 2021

273

104,637

64,981

56

(14,102)

39,075

(22,415)

105,943

216,622

495,070

-

495,070

 

The other reserve represents the share premium arising on the shares issued for the purchase of Metal Bulletin plc in October 2006.

The investment in own shares is held by the Euromoney Employee Share Ownership Trust and Euromoney Employee Share Trust.

The trusts waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the trusts as incurred and included in this Preliminary Statement.

 

2021
Number

2020
Number

Euromoney Employees' Share Ownership Trust

58,976

58,976

Euromoney Employee Share Trust

1,139,807

1,179,662

Total

1,198,783

1,238,638

Nominal cost per share (p)

0.25

0.25

Historical cost per share (£)

11.76

11.78

Market value (£000)

12,180

9,946

 

Consolidated Statement of Cash Flows

for the year ended 30 September 2021

 

 

Notes

2021
£000

Restated

2020

£000

Cash flow from operating activities

 

 

 

Operating profit

 

31,132

30,594

Long-term incentive expense and salary deferral

 

764

2,261

Acquired intangible amortisation

8

19,020

23,039

Licences and software amortisation

8

2,920

2,017

Depreciation and impairment of property, plant and equipment

 

2,821

2,908

Depreciation and impairment of right of use assets

9

9,031

7,785

Recycling of foreign exchange

3

1,183

-

(Profit)/loss on disposal of property, plant and equipment

 

(33)

115

Impairment of intangible assets

3

-

1,727

(Decrease)/increase in provisions

 

(5,469)

6,389

Operating cash flows before movements in working capital

 

61,369

76,835

(Increase)/decrease in receivables

 

(16,601)

1,752

Increase/(decrease) in payables

 

22,553

(25,099)

Cash generated from operations

 

67,321

53,488

Income taxes paid

 

(3,761)

(7,139)

Net cash generated from operating activities

 

63,560

46,349

 

 

 

 

Investing activities

 

 

 

Interest received

 

36

310

Purchase of intangible assets

8

(4,620)

(5,230)

Purchase of property, plant and equipment

 

(269)

(1,967)

Proceeds from disposal of property, plant and equipment

 

96

507

Purchase of businesses/subsidiary undertakings, net of cash acquired

11

(24,165)

(23,999)

Purchase of long-term investment

 

(109)

-

Receipt of deferred consideration

 

-

176

Payment of deferred consideration

 

-

(134)

Net cash used in investing activities

 

(29,031)

(30,337)

 

 

 

 

Financing activities

 

 

 

Dividends paid

6

(18,479)

(23,994)

Interest paid

 

(2,632)

(2,130)

Capital element of lease repayments

 

(8,005)

(6,071)

Interest element of lease repayments

 

(1,774)

(1,985)

Issue of new share capital

13

1

330

Increase in borrowings

 

50,000

67,857

Repayment of borrowings

 

(50,000)

(68,737)

Recovery of VAT on share buy-back costs

 

532

-

Purchase of additional interest in subsidiary undertakings

11

-

(883)

Net cash used in financing activities

 

(30,357)

(35,613)

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

4,172

(19,601)

Cash and cash equivalents at beginning of year

 

28,093

50,078

Effect of foreign exchange rate movements

 

230

(2,384)

Cash and cash equivalents at end of year

 

32,495

28,093

 

 

 

 

Notes to the Preliminary Statement

1 Basis of preparation

While the financial information contained in this Preliminary Announcement has been prepared in accordance with the recognition and measurement criteria of International Accounting Standards in conformity with the requirements of the Companies Act 2006 (IFRS), the applicable legal requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, this announcement does not itself contain sufficient information to comply with IFRS.

The information for the year ended 30 September 2021 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 2020 has been delivered to the Registrar of Companies. The auditors' 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 accounts for the year ended 30 September 2021 have been audited and finalised on the basis of the financial information presented by the Directors in this Preliminary Statement and will be delivered to the Registrar of Companies following the Annual General Meeting.

Accounting Policies

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments.

The same accounting policies, presentation and methods of computation are followed in these financial statements as were applied in the Group's 2020 annual audited financial statements, except as described below.

·     

Amendment to IFRS 16 'Leases' Covid 19- Related Rent Concessions - mandatory for reporting periods starting on or after 1 June 2020

 

·     

Amendment to IFRS 3 'Business Combinations' - mandatory for reporting periods starting on or after 1 January 2020

 

·     

Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform - Phase 1 - mandatory for reporting periods starting on or after 1 January 2020 - this addresses the accounting consequences for hedges impacted by the phasing out of certain benchmark interest rates. The Group has no such hedges and this amendment had no effect on the Group

 

·     

Amendments to IAS 1 and IAS 8: Definition of Material - mandatory for reporting periods starting on or after 1 January 2020

 

·     

Amendments to References to the Conceptual Framework in IFRS Standards - mandatory for reporting periods starting on or after 1 January 2020

 

·     

International Financial Reporting Interpretations Committee (IFRIC) agenda decision on IAS 38 'Intangible Assets' relating to configuration and customisation costs in a cloud computing arrangement. This interpretation has a material impact on this Preliminary Statement as disclosed on page 30

 

Certain changes to IFRS will be applicable to the Group Financial Statements in future years. Set out below are those which are considered to be most relevant to the Group

 

Relevant new standards, amendments and interpretations issued but effective subsequent to the year end:

 

·   

Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16 Interest Rate Benchmark Reform - Phase 2 - the mandatory effective date of implementation is 1 January 2021 - this addresses the consequences of amending financial instruments, hedges and leases impacted by the phasing out of certain benchmark interest rates. The Group will adopt this amendment on 1 October 2021. The effects of this amendment on the Group's financial instruments and leases are explained in the IFRS 9 and IFRS 16 sections below

·   

Amendments to IFRS 16 Leases: Covid-19- Related Rent Concessions beyond 30 June 2021 - the mandatory effective date of implementation is 1 April 2021

·   

Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and Annual Improvements 2018-2020 - the mandatory effective date of implementation is 1 January 2022

As at 30 September 2021, the following standards have not been endorsed:

·   

Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current - the mandatory effective date of implementation is 1 January 2023

·   

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies - the mandatory effective date of implementation is 1 January 2023

·   

Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates - the mandatory effective date of implementation is 1 January 2023

IFRS 9 'Financial Instruments'

The standard is being amended for periods beginning from 1 January 2021 in response to the phasing out of certain benchmark interest rates. The amendments cover how to account for changes in contractual cash flows or hedging relationships for financial instruments affected by the replacement of benchmark interest rates. During the period, the Group has not designated any risk components of alternative benchmark rates in any hedge relationships. The Group does not hold any other financial instruments exposed to alternative benchmark rates, except the £190m multi-currency committed facility as at 30 September 2021 which references GBP, EUR and USD LIBOR rates. The committed facility will transition to the relevant alternative reference rate at the point of the cessation of the impacted LIBOR rate. The Group does not expect that any transition adjustments will be required.

IFRS 16 'Leases'

The standard is being amended for periods beginning from 1 January 2021 in response to the phasing out of certain benchmark interest rates. The amendments cover how to account for changes in the value of lease liabilities in instances where there are future variable lease payments whose value is specified with reference to benchmark interest rates which are being phased out. An assessment of the Group's leases has been carried out and no transition adjustments have been identified. This is because the majority of the Group's leases do not contain variable lease payments and the agreements that do refer to interest rates which are not being phased out.

Basis of preparation
Having assessed the principal risks and the other matters discussed in connection with the viability statement, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing this Preliminary Statement.

Going concern, debt covenants and liquidity

At 30 September 2021, the Group's unlevered, net cash position excluding lease liabilities was £32.5m comprising cash and cash equivalents. At 30 September 2021, the Group had access to a committed £190m multi-currency revolving credit facility and is available until May 2024, with two additional one-year extension options available. The facility's covenants require the Group's net debt to be no more than three times adjusted 12-month EBITDA though this can increase to three and a half times for certain periods in the event of an acquisition and requires minimum levels of interest cover of three times on a 12-month basis. The values and foreign exchange rates used in the covenant calculations are subject to adjustments from the statutory numbers as defined under the terms of the facility agreement.

The uncertainty as to the future impact on the Group around the speed and shape of the covid-19 recovery has been considered as part of the Group's adoption of the going concern basis. The Group has not identified any material uncertainties in its going concern assessment.

Taking into account reasonably possible changes in trading performance, the Group's forecasts and projections, out to the going concern assessment period of 12 months from the date of signing the Financial Statements, show that the Group should be able to operate within the level and covenants of its current and available borrowing facilities.

In making the going concern assessment, the Directors have also modelled a severe but plausible downside that assumes no physical events during the going concern period, plus a fall of 5% in total revenue and a 5% fall in the operating margin of non-events business during this period versus the plan. The Group's net cash position provides a strong foundation on which to model this downside scenario. This scenario shows sufficient headroom against the Group's banking covenants and demonstrates sufficient resilience to these adverse events mainly due to the Group's robust capital position and strong cash-generative nature, before management taking any mitigating actions to reduce the impact on the financial results.

Climate change

In preparing the Preliminary Statements management has considered the impact of climate change, particularly in the context of the disclosures included in the Strategic Report this year. These considerations did not have a material impact on the financial reporting judgements and estimates.

Management has considered the impact of climate change on the future cash flow forecasts used in the impairment assessments of the carrying value of non-current assets, such as goodwill and intangible assets (see note 8).

Restatements

Intangible assets

In March 2021, IFRIC issued an agenda decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets'. In response to the IFRIC update the Group's accounting policy on intangibles assets have been updated, specifically to disallow the capitalisation of costs incurred in the implementation of 'software as a service' (SaaS) solutions. This change in accounting policy is applied retrospectively and the impact on the Group's financial statements is summarised below:

 

 

 

 

 

 

 

 

 

 

2019

2020

 

 

£000

£000

£000

£000

£000

£000

Statements adjusted

Line item

1 Oct 2019 reported

Adjustment

1 Oct 2019 restated

2020
 reported

Adjustment

2020

restated

Consolidated Income Statement

Operating profit before acquired intangible amortisation and exceptional items1

-

-

-

61,481

(3,037)

58,444

Tax expense on profit

-

-

-

(2,125)

667

(1,458)

Basic EPS (total)

-

-

-

28.8

(2.20)

26.6

Diluted EPS (total)

-

-

-

28.8

(2.20)

26.6

Consolidated Statement of Financial Position and Consolidated Statement of Changes in Equity

Other intangible assets

159,140

(5,098)

154,042

201,713

(8,123)

193,590

Deferred tax liabilities

(17,366)

 1,117

(16,249)

(28,104)

1,784

(26,320)

Translation reserves

143,243

(8)

143,235

122,427

4

122,431

Retained earnings

216,806

(3,973)

212,833

224,436

(6,343)

218,093

Consolidated Statement of Cash Flows

Operating profit

-

-

-

33,631

(3,037)

30,594

Licenses and software amortisation

-

-

-

2,860

(843)

2,017

Purchase of intangible assets

-

-

-

(9,110)

3,880

(5,230)

 

1 All of the adjustment relates to administrative expenses.

2 Segmental analysis

The analysis by segment is presented in accordance with IFRS 8 'Operating Segments', on the basis of those segments whose operating results are regularly reviewed by the Chief Executive, who act as the Chief Operating Decision Maker (CODM) as defined by IFRS 8.

Segmental information is presented in respect of the Group's divisions and reflects the Group's management and internal reporting structure. The Group is organised into three divisions: Fastmarkets; Financial & Professional Services (FPS); and Asset Management previously called Pricing, Data & Market Intelligence and Asset Management respectively.

Revenues generated in the Fastmarkets division are primarily from subscriptions. FPS and Asset Management revenues consist mainly of subscriptions and events. A breakdown of the Group's revenue by type is set out below. Advertising revenue is included in other revenue.

From the 1 October 2020, the Group has simplified revenue reporting, to align with the Group's strategic objectives, and within Asset Management has re-categorised Institutional Investor's events-based memberships from subscriptions to events revenue. In addition, there has been a reclassification of some revenues in FPS from subscriptions to other revenue, to reflect the primary nature of the revenue type. The comparative split of divisional revenues and revenue by type have been restated to reflect these reclassifications.

Analysis of the Group's three main geographical areas is also set out to provide additional information on the trading performance of the businesses.

 

2021

Subscriptions

£000

Events
£000

Other
£000

Total
 revenue
 £000

Revenue by division and type:

 

 

 

 

Fastmarkets

79,802

2,706

2,915

85,423

Financial & Professional Services

87,131

28,990

22,322

138,443

Asset Management

67,612

29,199

12,993

109,804

 

234,545

60,895

38,230

333,670

Foreign exchange gains on forward contracts

-

-

2,391

2,391

Revenue

234,545

60,895

40,621

336,061

 

2020

Restated 1
 subscriptions

£000

Restated1
 events

£000

Restated1

other

£000

Total
 revenue
 £000

Revenue by division and type:

 

 

 

 

Fastmarkets

73,927

6,620

3,120

83,667

Financial & Professional Services

71,122

41,343

21,646

134,111

Asset Management

74,433

33,013

11,332

118,778

 

219,482

80,976

36,098

336,556

Foreign exchange losses on forward contracts

-

-

(1,300)

(1,300)

Revenue

219,482

80,976

34,798

335,256

1  For the year ended 30 September 2020, £27.2m of revenue previously classified as subscriptions within Asset Management has been reclassified as events revenue. In addition to this, £1.7m of subscriptions revenue previously reported within Financial & Professional Services has been reclassified as other revenue. The reclassification has not changed total revenue for the period.

Events revenue of £37.6m (2020: £53.8m) and print advertising of £4.8m (2020: £7.9m) are recognised at a point in time. The remaining subscription, events-based memberships and online advertising revenues are recognised over time.

 

 

United Kingdom

North America

Rest of World

Eliminations

Total

 

2021
£000

2020
 £000

2021
 £000

2020
 £000

2021
 £000

2020
 £000

2021
 £000

2020
 £000

2021
 £000

2020
 £000

Revenue by division and source:

 

 

 

 

 

 

 

 

 

 

Fastmarkets

39,332

36,314

44,450

44,207

1,757

3,277

(116)

(131)

85,423

83,667

Financial & Professional Services

91,877

102,585

45,920

31,834

9,387

9,499

(8,741)

(9,807)

138,443

134,111

Asset Management

-

-

109,806

118,834

 

-

(2)

(56)

109,804

118,778

Foreign exchange gains/(losses) on forward contracts

2,391

(1,300)

-

-

-

-

-

-

2,391

(1,300)

Revenue

133,600

137,599

200,176

194,875

11,144

12,776

(8,859)

(9,994)

336,061

335,256

Revenue by destination

61,186

48,784

171,062

173,458

103,813

113,014

-

-

336,061

335,256

 

 

United Kingdom

North America

Rest of World

Total

 

2021
 £000

20201
£000

2021
£000

20201
£000

2021
£000

20201
£000

2021
£000

20201
£000

Operating profit1 by division and source:

 

 

 

 

 

 

 

 

Fastmarkets

12,410

13,488

23,700

22,532

(5,681)

(4,336)

30,429

31,684

Financial & Professional Services

15,151

18,351

13,255

4,642

(3,860)

(2,892)

24,546

20,101

Asset Management

-

-

42,481

44,628

-

-

42,481

44,628

Unallocated corporate costs

(30,883)

(36,218)

(612)

(1,481)

(704)

(270)

(32,199)

(37,969)

Operating profit before acquired intangible amortisation and exceptional items

(3,322)

(4,379)

78,824

70,321

(10,245)

(7,498)

65,257

58,444

Acquired intangible amortisation2 (note 8)

(4,142)

(4,180)

(14,840)

(18,821)

(38)

(38)

(19,020)

(23,039)

Exceptional items (note 3)

(2,780)

6,033

(12,342)

(10,732)

17

(112)

(15,105)

(4,811)

Operating profit/(loss)

(10,244)

(2,526)

51,642

40,768

(10,266)

(7,648)

31,132

30,594

Share of results in associates (note 10)

 

 

 

 

 

 

25

(495)

Finance income (note 4)

 

 

 

 

 

 

46

4,141

Finance expense (note 4)

 

 

 

 

 

 

(4,558)

(4,368)

Profit before tax

 

 

 

 

 

 

26,645

29,872

Tax expense on profit (note 5)

 

 

 

 

 

 

(14,000)

(1,458)

Profit for the year

 

 

 

 

 

 

12,645

28,414

 

 

 

 

 

 

 

 

 

 

 

1     

The operating profit for 30 September 2020 has been restated to reflect the impact of the IFRIC decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets' (note 1).

2     

Acquired intangible amortisation represents amortisation of acquisition-related non-goodwill assets such as trademarks and brands, customer relationships, databases and software (note 8). Following a review of balances, the comparatives have been represented to correct the geographic areas classification, moving £1,2m of the total amortisation from United Kingdom to North America.

 

 

 

Acquired intangible amortisation

Exceptional items

Restated depreciation and amortisation1

 

2021
 £000

2020
 £000

2021
£000

2020
£000

2021
 £000

2020
 £000

Other segmental information by division:

 

 

 

 

 

 

Fastmarkets

(6,415)

(6,783)

(3,809)

(1,689)

(3,184)

(1,524)

Financial & Professional Services

(8,181)

(6,440)

(7,798)

(6,874)

(3,488)

(1,196)

Asset Management

(4,424)

(9,638)

(461)

(8,748)

(633)

(2,366)

Sold/closed businesses

-

-

-

173

-

-

Unallocated corporate costs

-

(178)

(3,037)

12,327

(7,467)

(7,624)

Total

(19,020)

(23,039)

(15,105)

(4,811)

(14,772)

(12,710)

 

 

 

 

 

 

 

1  The amortisation for 30 September 2020 has been restated to reflect the impact of the IFRIC decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets' (note 1).

 

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

 

United Kingdom

North America

Rest of World

Total

 

2021
 £000

2020
 £000

2021
 £000

2020
 £000

2021
 £000

2020
 £000

2021
 £000

2020
 £000

Goodwill

110,973

110,972

341,409

340,601

4,675

4,770

457,057

456,343

Other intangible assets1, 2

33,189

35,572

154,672

157,570

388

448

188,249

193,590

Property, plant and equipment

3,540

4,109

7,561

9,756

312

589

11,413

14,454

Right of use assets

18,862

21,906

23,103

28,632

2,279

2,866

44,244

53,404

Investments

8,861

8,836

163

-

-

-

9,024

8,836

Non-current assets2

175,425

181,395

526,908

536,559

7,654

8,673

709,987

726,627

Additions to property, plant and equipment

(43)

(251)

(51)

(1,886)

(516)

(446)

(610)

(2,582)

Additions to right of use assets

-

(1,914)

(4)

(1,860)

(530)

(789)

(534)

(4,564)

Additions to other intangible assets1

(3,161)

(2,928)

(1,459)

(2,302)

-

-

(4,620)

(5,230)

 

1

The other intangible assets at 30 September 2020 has been restated to reflect the impact of the IFRIC decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets' (note 1).

2

Following a review of balances, the comparatives have been represented to correct the geographic areas classification. This resulted in the reclassification of £15.9m of non-current assets from United Kingdom to North America (£13.7m) and Rest of World (£2.2m). Of the £15.9m, £14.0m of other intangible assets were reclassified from United Kingdom to North America.

 

The Group has taken advantage of paragraph 23 of IFRS 8 'Operating Segments' and does not provide segmental analysis of net assets as this information is not used by the CODM in operational decision making or monitoring of business performance.

3 Exceptional items

Exceptional items are items of income or expense considered by the Directors as being significant, non-recurring and which require additional disclosure in order to provide an indication of the underlying trading performance of the Group.

 

2021
 £000

2020
£000

Restructuring

(2,291)

(8,954)

Recycling of foreign exchange

(1,183)

-

Right of use and property, plant and equipment impairments

(3,014)

-

Other exceptional costs

(8,617)

(10,906)

VAT provision release

-

10,633

Payroll taxes provision release

-

6,143

Impairment charges

-

(1,727)

 

(15,105)

(4,811)

 

For the year ended 30 September 2021, the Group recognised exceptional costs of £15.1m.

Costs of £2.3m as a result of the major restructuring across the Group are included in exceptional items. No further costs will be treated as exceptional in relation to this major restructuring. The costs comprise severance costs and professional costs associated with the restructuring. Normal restructuring costs of £0.4m are not treated as exceptional items.

Foreign exchange gains/losses were recycled from equity to exceptional items amounting to £1.2m. This relates to foreign exchange gains/losses on quasi-equity loans and net investment hedging that had been deferred to equity in previous years. These amounts have been recycled because the net investment or party to the quasi-equity loan is no longer part of the Group. As these items are not material, no restatement has been made.

An impairment of right of use assets and property, plant and equipment of £3.0m has been recognised in exceptional items, due to management's intention to vacate a number of properties across the Group.

Other exceptional costs of £8.6m consist of expenditure associated with acquisition related costs of £7.9m, mainly for Wealth-X, AgriCensus, WealthEngine, The Jacobsen and RelSci (note 11) treated as exceptional due to the magnitude of the costs. The recognition of the earn-out payments of £0.6m for the acquisitions of AgriCensus are treated as compensation costs and included in exceptional items. Also included are costs of £0.4m incurred to support the strategic review of Asset Management.  A recovery of VAT of £0.3m is also included relating to a reclaim in respect of share buy-back related expenditure previously recorded in exceptional items.

The Group's tax charge includes a related tax credit on exceptional items of £3.1m (note 5).

Management has consistently applied its definition of exceptional items in 2021 and 2020 and has made no adjustments to capture incremental costs associated with covid-19.

For the year ended 30 September 2020, the Group recognised exceptional costs of £4.8m.

Costs of £9.0m as a result of the major restructuring across the Group were included in exceptional items. A provision of £7.0m was recognised during the year ended 30 September 2020 for exceptional severance costs associated with the restructuring programme announced in September 2020. Normal restructuring costs of £0.6m were not treated as exceptional items.

Other exceptional costs consisted of expenditure associated with the acquisition of BoardEx and The Deal, Wealth-X and AgriCensus, and were treated as exceptional due to the magnitude of the costs. Also included are costs incurred to support the strategic review of Asset Management as well as significant costs associated with an acquisition that did not complete. The recognition of the earn-out payments for the acquisition of Site Seven Media Ltd (TowerXchange) and AgriCensus are treated as compensation costs and included in exceptional items.

The Group released a provision of £10.6m originally recognised in the 2019 Financial Statements in respect of UK VAT on supplies between UK Group companies for the four years ended 30 September 2018. The potential exposure was identified during the second half of the 2019 financial year and after discussing the matter with HMRC during the first half of 2020, the Group was notified on 11 May 2020 by HMRC that no VAT was due on these supplies.

The Group released £6.1m of the £8.2m provision held in respect of payroll taxes with an additional £0.6m release for interest as an adjusted finance item (note 4). This provision was originally recognised in the 2019 Annual Report and Accounts with a restatement for previously unidentified liabilities for payroll taxes covering the six years to 30 September 2019. Following a meeting with HMRC in February 2020, a settlement amount of £1.2m was agreed in April 2020 and the Group incurred £0.3m of professional fees.

Following the impairment review assessment, an impairment of £1.7m was recognised relating to the customer relationships of Broadmedia and Layer123 due to the low than expected retention rates.

The Group's tax charge includes a related tax credit on exceptional items of £0.1m (note 5).

4 Finance income and expense

 

2021
 £000

2020
 £000

Finance income

 

 

Interest receivable from short-term investments

46

291

Movements in acquisition commitments

-

1,728

Fair value remeasurements

-

130

Interest on tax

-

1,988

Movements in deferred consideration

-

4

 

46

4,141

Finance expense

 

 

Interest payable on borrowings

(2,212)

(1,813)

Interest on lease liabilities

(1,774)

(1,985)

Net interest expense on defined benefit liability

(46)

(136)

Movements in acquisition commitments

(39)

-

Interest on tax

(487)

(434)

 

(4,558)

(4,368)

Net finance costs

(4,512)

(227)

 

 

2021
 £000

2020
 £000

Reconciliation of net finance costs in Income Statement to adjusted net finance costs

 

 

Net finance costs in Income Statement

(4,512)

(227)

Add back:

 

 

Movements in acquisition commitments

39

(1,728)

Movements in deferred consideration

-

(4)

Fair value remeasurements

-

(130)

Interest on tax

272

(1,681)

 

311

(3,543)

Adjusted net finance costs

(4,201)

(3,770)

 

 

 

The reconciliation of net finance costs in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted net finance costs.

Charges and credits relating to the movements in acquisition commitments and deferred consideration reflect future payments and receipts expected on historical transactions that do not directly relate to the current year results.

Interest on tax excluded from the adjusted net finance expense consist of an interest charge of £0.3m (2020: £0.5m income) for movements in respect of uncertain tax positions. At 30 September 2020, finance income of £1.2m from the release of a provision for interest on payroll taxes amounting to £0.6m and interest on VAT liabilities of £0.6m were excluded as the related income is not expected to recur. 

During the year ended 30 September 2020, the Group's convertible loan note asset was measured at fair value through profit or loss (FVTPL), until it was converted to equity. The fair value remeasurement was an adjusting item as it relates to historical M&A activity rather than the current trading performance and is as a result of the revaluation of the convertible loan note as at 30 September 2019 and up to its conversion on 24 January 2020.

5 Tax expense on profit

 

2021
 £000

Restated

2020
£000

Current tax expense

 

 

UK corporation tax (income)/expense

(1,292)

2,121

Foreign tax expense

12,831

8,254

Adjustments in respect of prior years

579

(6,859)

 

12,118

3,516

Deferred tax expense/(income)

 

 

Current year

183

(3,261)

Adjustments in respect of prior years

(70)

1,233

Change in rate of deferred tax

1,769

(30)

 

1,882

(2,058)

Tax expense in Income Statement

14,000

1,458

Effective tax rate

53%

5%

Reconciliation of tax expense in Income Statement to adjusted tax expense

The adjusted effective tax rate for the year is set out below:

 

2021
 £000

Restated

2020
£000

Reconciliation of tax expense in Income Statement to adjusted tax expense

 

 

Total tax expense in Income Statement

14,000

1,458

Add back:

 

 

Tax on acquired intangible amortisation

3,002

4,011

Tax on exceptional items

3,111

76

Other tax adjusting items

(5,994)

1,408

Deferred tax on goodwill and intangible amortisation

(1,421)

(1,624)

Share of tax on profits of associates and joint ventures

67

(65)

Adjustments in respect of prior years

(509)

5,626

 

(1,744)

9,432

Adjusted tax expense

12,256

10,890

 

 

 

Adjusted profit before tax

61,410

54,333

Adjusted effective tax rate

20%

20%

 

The Group presents the above adjusted effective tax rate reconciliation to help users of this report better understand its tax charge. Tax on exceptional items is excluded as these items are adjusted in accordance with Group policy. For the year ended 30 September 2021, tax on exceptional items relates largely to the tax charge arising on Group restructuring and redundancy costs, legal and professional fees in relation to investment acquisitions.

Adjustments in respect of prior years are also removed from the adjusted tax expense as they do not relate to current year underlying trading. Share of tax on profits of associates and joint ventures is calculated on the adjusted profits of associates and joint ventures and excludes tax on exceptional items consistent with the Group's approach and policy.

The Group excludes the deferred tax impact of amortisation of intangibles and goodwill as any deferred tax on these items would only crystallise in the event of a disposal and that is not the current intention.

Other tax adjusting items comprise the removal of the impact of £3.6m Canadian withholding tax on intragroup dividends and deferred tax charges of £4.1m arising from restructuring during the year, with the balance being the removal of a net deferred tax credit from tax rate changes in the UK and US.

The actual tax expense for the year is different from the UK rate of 19% of profit before tax for the reasons set out in the following reconciliation:

 

2021
 £000

Restated

2020
£000

Profit before tax

26,645

29,872

 

 

 

Tax at 19.0% (2020: 19.0%)

5,063

5,676

Factors affecting tax charge:

 

 

Different tax rates of subsidiaries operating in overseas jurisdictions

2,551

1,957

Share of tax on associates and joint ventures

(64)

25

Non-taxable income

(311)

(193)

Goodwill and intangibles

(119)

(63)

Non-recoverable withholding tax

3,635

-

Recognition of deferred tax

357

(1,897)

Derecognition of deferred tax

2,600

516

Remeasurement of deferred tax

1,526

-

Disallowable expenditure

532

1,476

Other timing differences

(519)

(383)

Impact of change in rate

(1,760)

(30)

Adjustments in respect of prior years

509

(5,626)

Total tax expense for the year

14,000

1,458

 

 

 

The drivers of the effective tax rate for the period include tax charges arising on disallowable expenses, such as non-deductible legal and professional fees incurred in respect of the acquisition of WealthEngine in December 2020 and The Jacobsen in January 2021 (note 11). On acquisition, a deferred tax asset of $1.3m (£1.0m) was recognised for US tax losses brought forward with a gross value of $6m (£4m). In addition to the recognised tax losses, WealthEngine also had unrecognised losses of $17m (£12m) as at the date of acquisition. These losses are not recognised due to restrictions in place on a change of ownership which means that it is not probable that the losses will be used before they expire.

Other tax adjusting items include non-recoverable Canadian withholding tax of £3.6m, a deferred tax charge in relation to the recognition of a deferred tax liability arising on unremitted foreign earnings in Canada and deferred tax charges arising on restructuring during the year. The charge arising on remeasurement of deferred tax relates to deferred tax liabilities transferred from Singapore to the United States, reflecting the higher tax rates in the US.

The non-recoverable withholding tax arises as a direct consequence of a $100m intercompany dividend which was triggered by a change in the Group's approach to the remittance of its earnings in Canada and paid to the Canada Revenue Agency in October 2021. Going forwards the Group will be making more regular dividend payments all of which carry a 5% withholding tax charge levied by the Canada Revenue Agency.

The Group holds a full provision in respect of a UK tax exposure relating to an enquiry by HMRC into the tax treatment of the disposal of an investment in the "Capital Data" business during the year ended 30 September 2015. This has a maximum exposure of £10.7m, plus estimated interest of £1.7m. Following a first-tier tax tribunal (FTT) hearing held in May 2020, the Group received a judgement in its favour allowing its appeal on 4 March 2021. HMRC have appealed this judgement at the Upper Tier Tribunal and the case is scheduled to be heard in July 2022. After seeking professional advice the Group's assessment is unchanged from the half-year report which is that there has been no change to the likelihood of HMRC ultimately prevailing and therefore no adjustment to the provision is being made at this time.

In the 2020 Annual Report the Group disclosed, but did not provide for, a contingent tax liability of £8.9m (including interest) in relation to the European Commission (EC) investigation into the UK Controlled Foreign Company legislation. Following the Group's proactive engagement with HMRC, on 26 March 2021 HMRC confirmed that the Group was not a beneficiary of State aid under the EC Decision and therefore this matter is now closed with no additional tax liability or consequences for the Group.

 

In addition to the amount charged to the Income Statement, the following amounts relating to tax on pensions, share options and financial instruments have been directly recognised in other comprehensive income and equity:

 

Other comprehensive income

Equity

 

2021
 £000

2020
 £000

2021
 £000

2020
 £000

Deferred tax

713

468

(125)

1,047

 

6 Dividends

 

2021
 £000

2020
 £000

Amounts recognisable as distributable to equity holders in year

 

 

Final dividend for the year ended 30 September 2020 of 11.4p (2019: 22.3p)

12,459

24,362

Interim dividend for year ended 30 September 2021 of 5.7p (2020: nil)

6,230

-

 

18,689

24,362

Employee share trusts dividend

(210)

(368)

 

18,479

23,994

 

 

 

Proposed final dividend for the year ended 30 September

13,661

12,459

Employee share trusts dividend

(150)

(141)

 

13,511

12,318

 

 

 

An interim dividend of 5.7p per share was paid in 2021 (2020: nil).

The proposed final dividend of 12.5p (2020: 11.4p) is subject to approval at the AGM on 9 February 2022 and has not been included as a liability in these Financial Statements in accordance with IAS 10 'Events after the Reporting Period'.

7 Earnings per share

 

2021
 £000

Restated1

2020

£000

Profit for the year

12,645

28,414

Non-controlling interests

-

194

Total earnings

12,645

28,608

Adjustments

36,509

14,968

Total adjusted earnings

49,154

43,576

 

 

2021
 Number

000

2020

Number
 000

Weighted average number of shares

109,289

109,275

Shares held by the employee share trusts

(1,207)

(1,605)

Weighted average number of shares

108,082

107,670

Effect of dilutive share options

25

-

Diluted weighted average number of shares

108,107

107,670

 

 

 

 

Pence

Pence

Total earnings per share

 

 

Basic

11.7

26.6

Diluted

11.7

26.6

 

 

 

Total adjusted earnings per share

 

 

Basic

45.5

40.5

Diluted

45.5

40.5

 

1  The profit for the year, total earnings per share and total adjusted earnings per share for 30 September 2020 have been restated to reflect the impact of the IFRIC decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets' (note 1).

The adjusted earnings per share figures have been disclosed since the Directors consider it necessary in order to give an indication of the Group's adjusted trading performance. A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out on pages 12 to 20.

8 Goodwill and other intangible assets

 

2021

£000

Restated

2020
 £000

Goodwill

457,057

456,343

 

 

 

Trademarks and brands

77,598

88,649

Customer relationships

78,465

77,783

Databases and software

20,338

16,937

Total acquired intangible assets

176,401

183,369

Internally generated intangible assets

11,848

10,221

Total intangible assets

188,249

193,590

 

 

 

Total

645,306

649,933

 

The movement predominantly reflects additions of £33.5m following the acquisitions of Wealth Engine, The Jacobsen and RelSci; additions to intangible assets under development of £4.6m; offset by an amortisation charge of £21.9m and an adverse exchange movement of £20.7m from the predominantly US dollar-denominated balance. As outlined in note 1 to the Preliminary Statement, the internally generated intangible assets for the year ended 30 September 2020 have been restated to reflect the impact of the IFRIC decision on configuration and customisation costs in a cloud computing arrangement relating to IAS 38 'Intangible Assets'.

Acquired intangible asset amortisation for the year is £19.0m (2020: £23.0m).

Intangible assets, other than goodwill, have a finite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1 of this report.

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from that business combination.

During the year, the goodwill in respect of each of the CGUs was tested for impairment in accordance with IAS 36 'Impairment of Assets'. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's value in use or fair value less costs of disposal.

The following methodologies applied and key assumptions, reflecting past experience and external sources of information included:

Value in use (VIU):

 

·

Pre-tax cash flow budgets derived from approved 2021 budgets with a compound annual growth rate (CAGR) of 4.01% to 30.96% using 2020 as the benchmark on cash flows to 2024. These budgets are based on management's view of expected performance. Management believes these budgets to be achievable.

·

The pre-tax nominal discount rates derived from the Group's benchmarked weighted average cost of capital (WACC) are weighted based on the geographical area in which the CGU group's revenue is generated. The long-term growth rates applied are weighted on the same basis.

·

For the CGU most dependent on events revenue (FPS), given the estimation uncertainty in the budgets around the speed and quantum of the recovery of physical events and the return to international travel due to climate change, probability weighted scenarios have been used. The budget cashflows from 2022 to 2024 have been tapered. The budget is given a higher weighting in earlier years reflecting higher certainty in the near term cashflows; with weightings for 2024 showing 60% allocated to the budget reflecting the recovery of international events and 40% allocated to a scenario reflecting the risk to international travel due to climate change. The scenario for the risk associated with climate change assumes a 67% drop on international revenue on each budgeted cash flow year. No impairment is shown for FPS under this scenario.

 

The discount rates and long-term growth rates used in the calculation are as per the below table.

 

2021

Group of CGUs

Valuation method

Long-term growth rate%

Discount rate%

Goodwill£000

Fastmarkets

VIU

2.2

10.2

 146,681

Financial & Professional Services (FPS)

VIU

2.2

10.2

 115,644

Asset Management

VIU

2.2

10.6

 194,732

 

For the year ended 30 September 2021 (2020: £nil), no goodwill impairment has been recognised.

Further disclosures in accordance with IAS 36 are provided where the Group holds an individual goodwill item relating to a CGU group that is significant, which the Group considers to be 15% or more of the Group's total carrying value of goodwill.

The Directors performed a sensitivity analysis on the total carrying value of each CGU group.

Significant CGU groups

For Fastmarkets, with a headroom of £195m, for the recoverable amount to fall to the carrying value, the discount rate would need to be increased by seven percentage points, the long-term growth rate reduced by eight percentage points or the CAGR on cash flows reduced by 10 percentage points.

For FPS, with a headroom of £294m, for the recoverable amount to fall to the carrying value, the discount rate would need to be increased by 11 percentage points, the long-term growth rate reduced by 14 percentage points or the CAGR on cash flows reduced by 22 percentage points.

For Asset Management, with a headroom of £239m, for the recoverable amount to fall to the carrying value, the discount rate would need to be increased by nine percentage points, the long-term growth rate reduced by 11 percentage points or the CAGR on cash flows reduced by 14 percentage points.

For the year ended 30 September 2020, an impairment of £1.7m for acquired intangible assets relating to the customer relationships of Broadmedia and Layer123 due to lower than expected retention rate was recognised in exceptional items (note 3).

Climate change

Management has considered the impact of climate change on the future cash used in the impairment assessments of the carrying value of non-current assets, such as goodwill and intangible assets.

The goodwill impairment budgets have been adjusted to include a scenario where climate change has a significant impact on the recoverability of international events revenue as disclosed on page 40.

9 Right of use assets

The right of use assets recognised by the Group are for leasehold premises, predominately used as office space.

The table below shows the movements in right of use assets during the year.

2021

Leasehold
 office space
£000

Cost

 

At 1 October 2020

61,174

Additions

534

Balance at acquisition of company

1,911

Disposals

(316)

Reassessments

(1,104)

Exchange differences

(1,544)

At 30 September 2021

60,655

Accumulated depreciation and impairments

 

At 1 October 2020

7,770

Depreciation

6,661

Impairments

2,370

Disposals

(287)

Exchange differences

(103)

At 30 September 2021

16,411

Net book value at 30 September 2021

44,244

 

2020

Leasehold
 office space
£000

Cost

 

Transition to IFRS 16 on 1 October 2019

56,732

Additions

3,277

Balance at acquisition of company

1,622

Reassessments

1,287

Exchange differences

(1,744)

At 30 September 2020

61,174

Accumulated depreciation and impairments

 

At 1 October 2019

-

Depreciation

6,467

Impairments

1,318

Exchange differences

(15)

At 30 September 2021

7,770

Net book value at 30 September 2020

53,404

 

The rent expense recognised in the Consolidated Income Statement in respect of short-term leases was £0.4m (2020: £1.4m).

Reassessments

The majority of the movement attributable to reassessments in 2020 resulted from the completion of a rent review for the Group's main London office. Also included within reassessments are changes to several leases which involved either moving rent-free periods or temporarily reducing rent, in response to the covid-19 pandemic. These changes have been treated as reassessments rather than modifications in line with the temporary IFRS 16 amendment issued by the IASB (note 1).

Impairments

Where right of use assets are no longer used in the day-to-day operations of the Group they are tested for impairment. In practice this means when management makes a decision to completely vacate an office. The impairment review is performed by comparing the carrying value of the asset with its recoverable value. For the impairments recognised in both 2020 and 2021, the recoverable value was established using value in use methodology, calculated using discounted cash flows which could reasonably be achieved by subletting the property for the remainder of the lease, as advised by property experts. The pre-tax discount rates used in the impairment calculations are based on the Group's WACC, adjusted for the lessor's size and location. The discount rate used in 2021 was 11.10% (2020: range from 9.50% to 12.75%). Key assumptions in the impairment calculations are the length of time it will take to find a sublease tenant and the value of the likely rent income when agreed. In 2021 the recoverable value of the impaired assets was £0.6m (2020: £2.1m). £0.9m of the 2021 impairment was recorded in the Fastmarkets division and £1.3m was recorded in FPS.

10 Investments

 

Investment in associates
 £000

Other equity investments £000

Total
 £000

At 1 October 2019

5,271

-

5,271

Additions

4,060

-

4,060

Share of losses after tax

(495)

-

(495)

At 30 September 2020

8,836

-

8,836

Additions

-

109

109

Revaluation

-

50

50

Exchange differences

-

4

4

Share of profits after tax

25

-

25

At 30 September 2021

8,861

163

9,024

 

All of the above investments in associates are accounted for using the equity method in this Preliminary Statement. Other equity investments are classified as financial assets measured at fair value through other comprehensive income.

 

2021
£000

2020
£000

Reconciliation of share of results in associates in Income Statement to adjusted share of results in associates and joint ventures

 

 

Total share of results in associates in Income Statement

25

(495)

Add back:

 

 

Share of tax on profits/(losses)

15

(212)

Share of acquired intangible amortisation

314

366

 

329

154

Adjusted share of results in associates and joint ventures

354

(341)

 

The reconciliation of share of results in associates in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted share of results in associates. A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out on pages 12 to 20. The share of profit after tax includes a finance expense of £29k (2020: £0.2m).

Information on investment in associates:

 

Principal activity

Year
 ended

Date of acquisition

Type of
 holding

Group
 interest

Registered Office

Investment in associates

 

 

 

 

 

Zanbato, Inc. (Zanbato)

Private capital placement and workflow

30 Sep

Sept 2015

Ordinary

11.8%

715 N Shoreline Boulevard, Mountain View CA, 94043, United States

 

 

 

 

 

 

 

As at 30 September 2021, the Group has an 11.8% (2020:12.3%) shareholding due to changes to Zanbato's total diluted shareholding. In 2020, the Group's investment holding in Zanbato increased from 9.9% to 12.5% upon the Group's conversion of a convertible loan note on 24 January 2020. This resulted in the £4.1m additions to investments in associates in the period. The investment in Zanbato is one of the Group's strategic investments.

IAS 28 'Investments in associates and joint ventures' requires that the fair value of assets and liabilities of associates is identified and that the Group's share of profit from Zanbato is adjusted for the amortisation of the acquired intangible assets. The Group has recognised its share of acquired intangible amortisation of £0.3m (2020: £0.4m) relating to the database intangible asset.

On the 14 September 2021, the Group disposed of its joint venture of Sanostro. The disposal gave rise to a profit on disposal of £44k after the deduction of the disposal costs incurred.

The Group has two other equity investment measured at fair value through other comprehensive income, Estimize has a fair value of nil at 30 September 2021 (2020: nil) and NDR Investment Solutions strategies fair value as at 30 September 2021 is £0.2m.

11 Acquisitions and disposals

Purchase of business

WealthEngine

On 4 December 2020, the Group acquired 100% of the equity share capital of WealthEngine Inc and its subsidiary for $14.8m (£11.2m). WealthEngine is a SaaS platform providing data-driven intelligence and predictive analytics to wealth managers, luxury brands and not-for-profit organisations. It is a workflow tool which profiles US individuals and is used by its clients for prospecting potential donors or customers. WealthEngine is included in the Financial & Professional Services division.

The acquisition accounting is set out below:

 

Book
 value
 £000

Fair value adjustments
 £000

Fair
value
 £000

Intangible assets

-

12,238

12,238

Right of use assets

1,543

-

1,543

Trade and other receivables

2,196

-

2,196

Trade and other payables

(1,312)

-

(1,312)

Lease liabilities

(1,543)

-

(1,543)

Deferred tax liabilities

-

(2,312)

(2,312)

Contract liabilities

(6,459)

873

(5,586)

Cash and cash equivalents

1,287

-

1,287

 

(4,288)

10,799

6,511

 

 

 

 

Net assets acquired (100%)

 

 

6,511

Goodwill

 

 

4,709

Total consideration

 

 

11,220

Consideration satisfied by:

 

 

 

Cash

 

 

10,895

Working capital adjustments

 

 

325

 

 

 

11,220

Net cash outflow arising on acquisition:

 

 

 

Cash consideration

 

 

11,220

Less: cash and cash equivalent balances acquired

 

 

(1,287)

 

 

 

9,933

 

 

 

 

Intangible assets represent customer relationships of $11.3m (£8.5m), brands of $1.6m (£1.1m), a technology platform of $3.0m (£2.3m) and databases of $0.4m (£0.3m) for which amortisation of $2.0m (£1.5m) has been charged for the year ended 30 September 2021. The intangible assets will be amortised over their respective expected useful economic lives; customer relationships of 7 years, brand of 10 years, technology platform of 5 years and database of 10 years.

Goodwill arises from the anticipated future operating synergies from integrating the acquired operations within the Group and the acquired workforce.

The $1.2m (£0.9m) fair value adjustment to contract liabilities relates to an adjustment to reduce the deferred revenue balance. The fair value adjustment to deferred tax of $3.0m (£2.2m) represents the deferred tax impact of the acquisition accounting, most significantly the recognition of acquired intangible assets.

WealthEngine contributed £9.2m to the Group's revenue and £1.9m, before acquired intangible amortisation, to the Group's operating profit and profit before tax between the date of acquisition and 30 September 2021. If the acquisition had been completed on the first day of the financial year, WealthEngine would have contributed £11.2m to the Group's revenue and £2.4m to the Group's operating profit and profit before tax.

For the year ended 30 September 2021, acquisition related costs of £3.6m, relating to the WealthEngine acquisition have been charged to the Consolidated Income Statement.

By-Products Interactive (The Jacobsen)

On 29 January 2021, the Group acquired 100% of the equity share capital of By-Products Interactive, Inc. for $12.7m (£9.3m). The Jacobsen is a Price Reporting Agency that produces news and price assessments on agricultural feedstocks for biofuels, animal fats, feed, vegetable oils, hides and leather. It is predominantly a subscriptions business with some additional consulting and events revenue. The Jacobsen is included in the Fastmarkets division.

The acquisition accounting is set out below:

 

Book
 value
 £000

Fair value adjustments
 £000

Fair
 value
 £000

Intangible assets

-

1,483

1,483

Trade and other receivables

75

-

75

Trade and other payables

(25)

-

(25)

Deferred tax liabilities

-

(415)

(415)

Contract liabilities

(691)

-

(691)

Cash and cash equivalents

67

-

67

 

(574)

1,068

494

 

 

 

 

Net assets acquired (100%)

 

 

494

Goodwill

 

 

8,775

Total consideration

 

 

9,269

Consideration satisfied by:

 

 

 

Cash

 

 

9,269

 

 

 

9,269

Net cash outflow arising on acquisition:

 

 

 

Cash consideration

 

 

9,269

Less: cash and cash equivalent balances acquired

 

 

(67)

 

 

 

9,202

 

 

 

 

Intangible assets represent customer relationships of $2.0m (£1.5m), for which amortisation of $0.1m (£0.1m) has been charged for the year ended 30 September 2021. The intangible asset will be amortised over its expected useful economic life of 10 years.

Goodwill arises from the anticipated future operating synergies from integrating the acquired operations within the Group and the acquired workforce. The fair value adjustment to the deferred tax liability of $0.6m (£0.4m) relates to the deferred tax liability recognised on the acquired intangible asset.

The Jacobsen contributed £1.5m to the Group's revenue and £0.3m, before acquired intangible amortisation, to the Group's operating profit and profit before tax between the date of acquisition and 30 September 2021. If the acquisition had been completed on the first day of the financial year, The Jacobsen would have contributed £2.1m to the Group's revenue and £1.2m to the Group's operating profit and profit before tax.

For the year ended 30 September 2021, acquisition related costs of £0.7m, relating to The Jacobsen acquisition have been charged to the Consolidated Income Statement.

Relationship Science (RelSci)

On 24 May 2021, the Group acquired the trading assets of Relationship Science LLC and 100% of the equity share capital of Relationship Science India Private Limited, collectively 'RelSci' for $8.5m (£6.1m). RelSci is a global relationship-mapping data provider serving financial, professional services and not-for-profit organisations. Its platform contains over 9 million profiles of global business leaders and senior management, and its proprietary software enables clients to easily identify and act upon their relationships across a range of core use-cases. RelSci is included in the Financial & Professional Services division.

The acquisition accounting is set out below and is provisional pending final determination of the fair value of the assets and liabilities acquired:

 

Book
 value
 £000

Fair value adjustments
 £000

Provisional
 fair value
 £000

Property, plant and equipment

5

-

5

Intangible assets

176

4,789

4,965

Right of use assets

368

-

368

Trade and other receivables

811

-

811

Trade and other payables

(736)

-

(736)

Deferred tax assets/(liabilities)

27

(84)

(57)

Contract liabilities

(1,624)

337

(1,287)

Lease liability

(368)

-

(368)

Cash and cash equivalents

1,050

-

1,050

 

(291)

5,042

4,751

 

 

 

 

Net assets acquired (100%)

 

 

4,751

Goodwill

 

 

1,329

Total consideration

 

 

6,080

Consideration satisfied by:

 

 

 

Cash

 

 

5,268

Working capital adjustments

 

 

812

 

 

 

6,080

Net cash outflow arising on acquisition:

 

 

 

Cash consideration

 

 

6,080

Less: cash and cash equivalent balances acquired

 

 

(1,050)

 

 

 

5,030

 

The intangible assets recognised through fair value adjustments represent a brand of $0.1m (£0.1m), a database of $3.8m (£2.7m) and a platform of $2.8m (£2.0m) for which amortisation of $0.5m (£0.4m) has been charged for the year ended 30 September 2021. The intangible assets will be amortised over their expected useful economic lives: brand of 10 years, database of 5 years and platform of 4 years.

Goodwill arises from the anticipated future operating synergies from integrating the acquired operations within the Group and the acquired workforce. The fair value adjustment to the deferred tax liability of $0.1m (£0.1m) relates to the deferred tax impact of the fair value adjustment to reduce contract liabilities.

RelSci contributed £1.7m to the Group's revenue and a loss of £0.2m, before acquired intangible amortisation, to the Group's operating profit and profit before tax between the date of acquisition and 30 September 2021. If the acquisition had been completed on the first day of the financial year, RelSci would have contributed £5.1m to the Group's revenue and a loss of £0.9m to the Group's operating profit and profit before tax.

For the year ended 30 September 2021, acquisition related costs of £1.9m, relating to the RelSci acquisition have been charged to the Consolidated Income Statement.

12 Lease liabilities

 

The table below shows the movements in lease liabilities during the year.

 

Lease liabilities
 £000

Transition to IFRS 16 on 1 October 2019

71,604

Additions

3,745

Balance at acquisition of company

1,748

Reassessments

1,287

Finance charge in year

1,985

Lease payments in year

(8,056)

Exchange differences

(2,172)

At 30 September 2020

70,141

Balance at acquisition of company

1,911

Additions

530

Reassessments

(1,104)

Finance charge in year

1,774

Lease payments in year

(9,779)

Exchange differences

(1,784)

At 30 September 2021

61,689

 

 

The maturity profile of the Group's lease payments is shown below.

Timing of future lease payments

Lease payments
2021

£000

Lease payments
2020

£000

Within 12 months

9,259

9,142

1 - 3 years

22,600

23,301

4 - 5 years

13,719

14,934

Over 5 years

24,491

32,952

 

70,069

80,329

Impact of discounting future lease payments

(8,380)

(10,188)

Total

61,689

 70,141

 

During the year some lease liabilities were reassessed to assume that available break clauses will be exercised. This reduces the present value of cash flows for the affected leases. A corresponding reduction in value has been recorded against the respective right of use assets as a result (note 9).

13 Called up share capital

 

 

 

2021
£000

2020
£000

Allotted, called up and fully paid

 

 

 

109,289,530 ordinary shares of 0.25p each (2020: 109,289,406 ordinary shares of 0.25p each)

 

273

273

 

During the year, 124 ordinary shares of 0.25p each (2020: 40,054 ordinary shares) with an aggregate nominal value of £0.31 (2020: £100) were issued following the exercise of share options granted under the Company's share option schemes for a cash consideration of £994 (2020: £330,446).

14 Contingent liabilities

European Commission (EC) investigation into state aid

In the 2020 Annual Report the Group disclosed, but did not provide for, a contingent tax liability of £8.9m (including interest) in relation to the European Commission (EC) investigation into the UK Controlled Foreign Company legislation. Following the Group's proactive engagement with HMRC, on 26 March 2021 HMRC confirmed that the Group was not a beneficiary of State aid under the EC Decision and therefore this matter is now closed with no additional tax liability or consequences for the Group.

15 Related party transactions

 

The Group has taken advantage of the exemption allowed under IAS 24 'Related Party Disclosures' not to disclose transactions and balances between group companies that have been eliminated on consolidation. Other related party transactions and balances are detailed below:

(i)

The Directors who served during the year, along with their close family members, received dividends of £39k (2020: £64k) in respect of ordinary shares held in the Company.

(ii)

During the year, the Group provided services to Zanbato of $50k (2020: $nil).

(iii)

The Group had an outstanding intercompany balance receivable from Sanostro Institutional AG, a joint venture investment, of $51k in 2020, this was written off in 2021.

(iv)

The Group made contributions of £1.1m (2020: £0.8m) to the defined benefit contribution schemes during the year.

 

16 Events after the balance sheet date

 

The Directors propose a final dividend of 12.5p per share (2020: 11.4p) totalling £13.5m (2020: £12.3m) for the year ended 30 September 2021. The dividend will be submitted for approval by shareholders at the AGM to be held on 9 February 2022. In accordance with IAS 10 'Events after the Reporting Period', these Financial Statements do not reflect this dividend payable which will be accounted for in shareholders' equity as an appropriation of retained earnings in the year ending 30 September 2022.

There were no other events after the balance sheet date.

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