TIDMERM
RNS Number : 0243M
Euromoney Institutional InvestorPLC
19 May 2022
Euromoney Institutional Investor PLC
Half Year Results
19 May 2022
Strong revenue and profit growth
Positive short and medium-term outlook
Euromoney Institutional Investor PLC ("Euromoney" or "The
Group"), the global B2B information-services provider, announces
half year results for the six months to 31 March 2022.
Andrew Rashbass, CEO, said:
"Our strong first half performance provides clear evidence that
we are moving at pace to being a fast-growing, high-margin, 3.0,
information-services subscription business.
"Fastmarkets and Financial & Professional Services
subscriptions grew strongly driven by increasing demand for our
actionable data, analysis and intelligence. Within Asset Management
we have met our target early of stabilising our Investment Research
business. Demand for in-person events strengthened across the first
half and bookings for the rest of the year are encouraging.
"We have entered the second half with confidence. While we are
mindful of the macro and geopolitical landscape, our specialist
businesses are performing well and we expect results for the full
year to be ahead of the Board's previous expectations. Our
confidence in our business supports a new medium-term outlook,
targeting strong growth and a mid to high-twenties operating margin
by 2025. "
Underlying
Financial summary 2022 2021 Change change(1)
GBPm GBPm
------------------------------------- ----- ----- ------ ----------
Revenue 184.6 155.5 +19% +14%
Statutory operating profit 9.5 17.4 (45%)
Adjusted operating profit (1) 40.2 34.8 +16% +15%
Adjusted operating profit margin (1) 22% 22% -
Statutory profit before tax 7.6 15.4 (51%)
Adjusted profit before tax (1) 38.6 33.2 +16%
Statutory diluted earnings per share 4.2p 6.1p (51%)
Adjusted diluted earnings per share
(1) 26.6p 24.6p +8%
Adjusted cash conversion (2) 90% 142%
Net cash (1) 12.5 24.8 (12.3)
Total dividend per share 6.1p 5.7p +7%
------------------------------------- ----- ----- ------ ----------
Strong performance
-- Group revenue up 14% on an underlying basis reflecting:
Subscriptions up 8%: Fastmarkets +17%, Financial & Professional
o Services (FPS) +5%, Asset Management +1%
o Events revenue up 59%
Adjusted PBT up 16% reflecting strong revenue performance while continuing
-- to invest for future growth
Successful implementation of flexible working, group-wide property
rationalisation to deliver c.GBP5m of property savings per annum;
-- GBP19.1m H1 exceptional property charge
-- Strong balance sheet with net cash of GBP12.5m at 31 March 2022
3.0 strategy is driving sustainable growth
Accelerating subscriptions growth - Book of Business(3) (BoB), a key
leading indicator for our subscriptions revenue, +8.1% at 31 March
-- 2022 (31 March 2021: +3.5%).
Acquisition of Boardroom Insiders - a highly complementary addition
to our People Intelligence business which is unifying under the Altrata
-- brand
Asset Management - Investment Research stabilised earlier than planned;
-- investing to achieve sustainable growth
Events - strong demand for in-person events with many recent events
-- exceeding pre-pandemic equivalents
Expecting significant revenue and margin growth to 2025
FY 2022: Results expected to be ahead of Board's previous expectations
supported by strong growth in subscriptions, further growth in events
and efficiency benefits, including c.GBP2.5m of property savings (c.GBP5m
-- benefit in FY 2023)
FY 2025 goals: 3.0 strategy expected to deliver high single to double-digit
underlying revenue CAGR from FY 2022 to 2025 and a significant improvement
in adjusted operating profit margin to the mid to high twenties by
-- 2025
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
(1) out on pages 12 to 20 of this statement.
(2) Adjusted 12-month cash conversion % as set out on page 19.
Book of business (BoB) is the annual contracted values for subscriptions.
Like-for-like growth is calculated by adjusting prior periods with
(3) a constant GBP/USD rate and the pro-forma impact of net M&A.
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
(4) them.
Results presentation
A results presentation and Q&A will be hosted today, at
9.30am (UK time), for analysts and investors at the offices of FTI
Consulting, 200 Aldersgate, London EC1A 4HD. A live audio webcast
of the presentation and Q&A will also be available via the
Investors section of our website at www.euromoneyplc.com, and
subsequently available on demand.
We will be hosting a Teach-in for investors and analysts on
Asset Management on 30 June 2022.
Our trading update for the nine months ended 30 June 2022 will
be announced on 21 July 2022.
For further information, please contact:
Euromoney Institutional Investor PLC
Wendy Pallot, Chief Financial Officer: +44 (0)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;
sceuromoney@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 during the half driven
by growth in both subscriptions and events revenue. We are moving
at pace to being a fast-growing, high margin, 3.0
information-services subscription business.
Euromoney is a majority-subscriptions business. 69% of Group
revenue during the half was generated from subscriptions which grew
by 8% underlying and 12% on a reported basis. Underlying
subscriptions revenue growth in Fastmarkets and FPS was 17% and 5%
respectively. Asset Management subscriptions grew by 1% and we have
met our stabilisation target early for the non-vote investment
research BoB(3) . Across the Group, our subscriptions continue to
achieve high renewal rates.
Events revenue, which accounted for 23% of Group revenue grew by
59% underlying and 65% on a reported basis. The return of in-person
events led to a significant improvement in revenue performance in
H1 2022 with total events revenue of GBP42.4m, an increase of
GBP16.6m on H1 2021 when events were all virtual.
Overall, Group revenue increased by 14% underlying and 19% on a
reported basis. Adjusted operating profit increased by 15% on an
underlying basis with Group adjusted operating margin unchanged at
22%, or up 1 percentage point excluding the one-off GBP2.5m
insurance claim receipt in H1 2021. Adjusted pre-tax profit
increased by 16%. After the completion of the acquisition of
Boardroom Insiders and the final dividend payment, net cash at 31
March 2022 was GBP12.5m (31 March 2021: GBP24.8m).
Revenue and adjusted operating profit
H1 2022 H1 2021 Change Underlying
(1) change
------- -------
Revenue by division GBPm GBPm
Fastmarkets 48.5 40.2 +20% +21%
FPS 79.8 58.3 +37% +23%
Asset Management 55.2 56.0 (1%) (1%)
Foreign exchange gains on forward
contracts 1.1 1.0
Revenue by type
Subscriptions 126.8 112.9 +12% +8%
Events 42.4 25.8 +65% +59%
Other 14.3 15.8 (9%) (11%)
Foreign exchange gains on forward
contracts 1.1 1.0
Total 184.6 155.5 +19% +14%
------- -------
Divisional adjusted operating profit 56.4 46.1 +23% +23%
Foreign exchange gains on forward
contracts 1.1 1.0
Central costs (17.3) (12.3) (41%)* (44%)*
Adjusted operating profit(1) 40.2 34.8 +16% +15%
Adjusted operating profit margin % 22% 22% - ++
------------------------------------- ------- ------- ------ -----------
* (-) (17% reported and -19% underlying excluding GBP2.5m
insurance credit in H1 2021)
++ (+) (1ppt excluding GBP2.5m insurance credit in H1 2021)
Outlook for FY 2022
We have entered the second half of FY 2022 with confidence.
Demand for price reporting and essential market intelligence
remains strong. In Asset Management we have stabilised the
performance of our Investment Research business. The Group BoB(3) ,
which is a key leading indicator for our subscriptions revenue,
improved to 8.1% at 31 March 2022 (31 March 2021: 3.5%).
In events we are planning to host more in-person events in H2
than H1 and we are encouraged by booking patterns. As a result, we
expect strong revenue growth in events for FY 2022.
We expect the combination of operating leverage on strong
revenue growth and cost efficiencies, including the benefits from
reducing our office footprint (c.GBP2.5m in FY 2022) to deliver
results for FY 2022 that are ahead of the Board's previous
expectations.
FY 2025 goals
Reflecting our increased confidence in the delivery of the 3.0
strategy we have set out our financial framework to FY 2025. During
this period we expect to deliver a powerful combination of strong
growth in subscriptions and events revenue as well as realising
group-wide efficiencies.
By division we expect:
-- Fastmarkets to deliver double-digit underlying subscriptions
revenue CAGR from FY 2022 to 2025 and an adjusted operating profit
margin in the high thirties reflecting continued success with
its data licencing strategy and product expansion.
-- FPS to deliver high single to double-digit underlying subscriptions
revenue CAGR from FY 2022 to 2025 and an adjusted operating profit
margin in the low thirties reflecting fast-growth and margin expansion
in its People Intelligence business and continued growth in events.
-- Asset Management to deliver low single-digit underlying subscriptions
revenue CAGR from FY 2022 to 2025 and an adjusted operating margin
in the mid-thirties reflecting the turnaround of Investment Research,
growth in its highly scalable Investment Solutions business and
growth from new products and services for the Wealth Management
sector.
As a result we expect the Group to achieve a high single to
double-digit revenue CAGR from FY 2022 to 2025 and a significant
improvement in adjusted operating profit margin to the mid to high
twenties by FY 2025. A summary of expectations is detailed in the
following table and further commentary by division is provided in
the operating and financial review.
Summary of financial expectations
FY 2021 Actual FY 2022 Expectations CAGR FY 2022-2025 FY 2025
Division Revenue Margin(1) Revenue(2) Margin(1) Revenue(2) Margin(1)
GBPm
------- ---------- ------------- ------------------- ----------------- -----------
Fastmarkets
------- ---------- ------------- ------------------- ----------------- -----------
Subscriptions 79.8 - Double digit - Double digit -
------- ---------- ------------- ------------------- ----------------- -----------
Total 85.4 36% - Stable - High 30s
------- ---------- ------------- ------------------- ----------------- -----------
FPS
------- ---------- ------------- ------------------- ----------------- -----------
Mid single High single to
Subscriptions 87.1 - digit - double digit -
------- ---------- ------------- ------------------- ----------------- -----------
Increase
Total 138.4 18% - vs 2021 - Low 30s
------- ---------- ------------- ------------------- ----------------- -----------
Asset Management
------- ---------- ------------- ------------------- ----------------- -----------
Subscriptions 67.6 - Stable - Low single digit -
------- ---------- ------------- ------------------- ----------------- -----------
Decline vs
2021 reflecting
Total 109.8 39% - growth investments - Mid 30s
------- ---------- ------------- ------------------- ----------------- -----------
Group
------- ---------- ------------- ------------------- ----------------- -----------
Mid to high High single to
Subscriptions 234.5 - single digit - double digit -
------- ---------- ------------- ------------------- ----------------- -----------
Events 60.9 - Strong growth - Double digit -
------- ---------- ------------- ------------------- ----------------- -----------
Decreasing as -
Central costs GBP(34.6)m c.GBP(40)m % of revenue
------- ---------- ------------- ------------------- ----------------- -----------
Increase High single to Mid to high
Total 336.1 19% Double digit v 2021 double digit 20s
------- ---------- ------------- ------------------- ----------------- -----------
(1) (Adjusted operating margin. 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.)
(2) (Underlying revenue growth)
Other guidance
Costs
-- Property rationalisation in UK and US expected to deliver c.GBP2.5m
of savings in FY 2022; c.GBP5m in FY 2023
-- H1 2022 exceptional costs relating to property rationalisation
of GBP19.1m
-- Central costs expected to decrease as a percentage of revenue from
FY 2022 to FY 2025
Tax rate
-- Group adjusted effective tax rate expected to be c.23% for FY 2022
(previously c.21%) due to a non-recurring disallowance of interest
expense (no change to cash tax rate of 21% expected for FY 2022)
-- Group adjusted effective tax rate expected to be c.22% for FY 2023
Cash flow
-- Capital expenditure of GBP6m for FY 2022 reflecting continued investment
in technology and systems
-- c.GBP9-10m of property rationalisation costs in H2 2022 (including
lease surrender and subletting costs)
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 has been demonstrated by our strong
subscription performance during the pandemic. Our goal is to be 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 our five
priorities:
1) Organic investment in 3.0 opportunities
Fastmarkets has a leading position in pricing data for raw
materials in renewable-energy markets. During the half we continued
our expansion of coverage in battery raw material markets with a
particular focus on use in electric vehicles (EV) and energy
storage systems. Fastmarkets is also partnering with the Singapore
Exchange (SGX), the Chicago Mercantile Exchange (CME) and the
London Metal Exchange (LME) to launch four battery raw material
futures contracts which will be settled against Fastmarkets'
prices. The suite of contracts will include cobalt metal, cobalt
hydroxide, lithium carbonate and lithium hydroxide. These
derivative contracts will facilitate market participants to manage
price risk exposures to commodities crucial to the battery and
electric vehicle EV industries. In FY 2022 we continue to audit
more of our prices for compliance with the IOSCO Principles for
price reporting agencies (51 prices at 31 March 2022 versus 43 at
30 September 2021). The Fastmarkets BoB(3) improved to 14.8% growth
at 31 March 2022 (31 March 2021: 8.2%).
FPS continues 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 drive efficiency and scale
across the division and delivered an improvement in the FPS BoB(3)
which grew by 8.7% at 31 March 2022 (31 March 2021: 4.2%) .
Asset Management's investment in sales and systems has continued
to drive improved retention in our research business with the
12-month moving average renewal rate at 31 March 2022 increasing to
91% (31 March 2021: 89%). During the half we started our investment
in access and intelligence solutions for the Wealth Management
industry including research, networking, education, communications
support and model portfolios (Investment Solutions). The total
Asset Management BoB(3) decline improved to -0.3% at 31 March 2022
(31 March 2021: -2.1%).
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 Boardroom Insiders in January 2022 for $25m. Boardroom Insiders
is a market-leading provider of people intelligence to technology
companies and professional services. The business has profiles on
over 30,000 executives and key decision makers. These profiles, and
the intelligence provided from its proprietary analytics
capability, are primarily used by sales teams for business
development and account management purposes. In May 2022 we
launched a rebrand of our People Intelligence business under the
single brand Altrata. Euromoney's People Intelligence BoB(3) at 31
March 2022 was GBP48m, approximately half of FPS's total BoB(3) ,
and grew by 12% year on year.
3) Return Investment Research to growth
The turnaround of our Investment Research business has been
achieved earlier than planned. In June 2020 we set a target of
growing the non-vote Investment Research Book of Business by the
end of FY 2022. At 31 March it increased by 0.6% and has been
growing since December 2021. The turnaround has been 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 also contributed to the turnaround and continued its
rapid growth of assets under advisement (AUA) reaching $2.1bn at 31
March 2022 (31 March 2021: $1.6bn).
4) Strong post-covid blended events, moving towards a 3.0 membership model
The continuing need for industries to convene, network and
transact in-person has driven very strong year-on-year growth in
events revenue in H1 2022. The performance of our blended events
versus their pre-pandemic equivalent strengthened across the period
as covid-related restrictions were lifted. During the half we
hosted 96 blended events and 26 virtual events versus an
all-virtual comparison of 206 events in H1 2021. Geographically our
events are focused on North America (approximately half) and Europe
(approximately one third) which are both areas with high
vaccination rates and relatively fewer travel restrictions. During
the half we have seen an improvement in booking trends and are
encouraged by the outlook for events in H2.
At Institutional Investor (II) our events membership model, in
which members pay an annual fee to participate in a number of
events and receive other access and intelligence opportunities, has
proved relatively resilient during the pandemic. H1 2022
Institutional Investor membership revenue was two thirds of H1
2019. As in-person events have returned we have seen II memberships
growing again which we expect to be reflected in future revenue
growth.
5) Standardise platforms 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 first half, we extended our coverage of strategic cloud-based
solutions for finance, customer relationship management and events
management. We completed the migration of our corporate data
centres to a strategic public cloud partner. This means our
corporate hosting is now carbon neutral and significantly more cost
effective. We completed the roll out of an AI-based advanced threat
protection system to mitigate the risk of cyber-attacks, such as
phishing and ransomware, monitored continuously by our security
operations centre.
Our ESG focus areas
In FY 2021 we identified five ESG focus areas that are important
to us and are integral to our strategy. We continue to embed our
ESG framework across the business. We have defined relevant KPIs
and are tracking 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 achieve 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. Since October 2021
we have successfully 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
received strong support from colleagues and means our recruitment
talent pool in an increasingly challenging labour market is not
limited by geography. Working 3.0 has also enabled us to
rationalise our office footprint and we expect to realise a
sustainable reduction in property costs.
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 and
privacy. 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 half we have
strengthened our framework for the responsible use of personal data
in a way that is lawful, fair, ethical and accountable. This has
focused on developing and maintaining a clear understanding of our
processing activities; strong leadership and oversight; effective
training and awareness and effective use of our privacy
expertise.
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. During H1 2022 we launched our Code of
Business Conduct and held a series of awareness briefings for
colleagues.
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. In December 2021 Euromoney became a signatory of the Net
Zero Carbon Events Pledge which was launched at COP26 in Glasgow.
In Fastmarkets we continue to promote our environmentally friendly
prices (eg scrap and secondary prices and energy transition
products).
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. We continue to look for ways to reduce
energy use in our offices and our equipment. During FY 2021 we
reviewed and improved the robustness of our Scope 1 and 2 emissions
data. We have now achieved our target of carbon-neutral status for
our FY 2021 Scope 1 and Scope 2 emissions by purchasing
high-quality offsets and continue to work on 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.
The Group operates through three divisions: Fastmarkets,
Financial & Professional Services (FPS) 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 source 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.
H1 2022 H1 2021 Change Underlying(1)
change
------- -------
Revenue GBPm GBPm
Subscriptions 44.0 37.6 +17% +17%
Events 3.0 1.3 +129% +148%
Other 1.5 1.3 +14% +4%
Total 48.5 40.2 +20% +21%
------- -------
Adjusted operating profit (1) 19.8 15.3 +30% +37%
Adjusted operating profit margin %
(1) 41% 38% +3ppt
----------------------------------- ------- ------- ------ -------------
Fastmarkets revenue increased by 21% underlying driven by a very
strong performance in subscriptions. On a reported basis revenue
increased by 20%.
Subscriptions revenue, which is 91% of divisional revenue, grew
by 17% on an underlying and reported basis driven largely by growth
in Metals and Mining and Forest Products. The subscription BoB(3)
increased by 14.8% year-on-year at 31 March 2022. This represents a
strong improvement on the 8.2% year-on-year growth at 31 March
2021. This acceleration has been driven largely by a combination of
increased sales of data licences and cross-selling of additional
data sets to existing clients as well as sales to new
customers.
Events revenue, which is 6% of divisional revenue, more than
doubled on an underlying and reported basis, reflecting the return
of in-person events. Other revenue, which is 3% of divisional
revenue, increased by 4% underlying and 14% on a reported
basis.
Adjusted operating profit increased by 37% underlying reflecting
the very strong growth in high margin subscriptions revenue. On a
reported basis adjusted operating profit increased by 30%.
Financial & Professional Services (FPS): 44% of Group
revenue
FPS provides essential and actionable data, people and market
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 (Altrata),
NextGen, Derivatives, and Events.
H1 2022 H1 2021 Change Underlying(1)
change
------- -------
Revenue GBPm GBPm
Subscriptions 48.7 41.4 +18% +5%
Events 24.8 9.1 +173% +144%
Other 6.3 7.8 (19%) (22%)
Total 79.8 58.3 +37% +23%
------- -------
Adjusted operating profit (1) 16.2 8.3 +96% +80%
Adjusted operating profit margin %
(1) 20% 14% +6ppt
----------------------------------- ------- ------- ------ -------------
FPS revenue increased by 23% underlying driven by the return of
in-person events and continued growth in subscriptions. On a
reported basis revenue increased by 37% reflecting the impact of
the acquisitions of Wealth Engine, RelSci and Boardroom
Insiders.
Subscriptions revenue, which is 61% of divisional revenue,
increased by 5% underlying benefiting from strong growth in People
Intelligence and by 18% 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 BoB(3) increased by 8.7% year-on-year at
31 March 2022 and more than double the 4.2% year-on-year growth at
31 March 2021.
Events revenue, which is 31% of divisional revenue, grew by 144%
underlying and 173% on a reported basis as in-person events
returned. During the half FPS ran 56 blended events and 18 virtual
events in comparison with 142 virtual events in H1 2021. In H1 2020
FPS hosted 118 in-person events. Major events during the period
included Capacity Europe, Capacity Middle East, ABS East, Single
Family Rental Investment (West), Build-to-Rent East and Metro
Connect, all of which achieved higher revenues than their
pre-pandemic equivalent.
Other revenue, which consists of research and rankings,
advertising, consultancy and thought leadership, and is 8% of
divisional revenue, decreased by 22% underlying and by 19% on a
reported basis largely reflecting phasing of client projects, which
is weighted towards H2 2022.
Adjusted operating profit increased by 80% on an underlying
basis reflecting the return of in-person events and continued
growth in high margin subscriptions. On a reported basis adjusted
operating profit increased by 96%.
We further strengthened our People Intelligence business with
the acquisition of Boardroom Insiders in January 2022. In May 2022
we announced that we are unifying our People Intelligence business
under the Altrata brand.
Asset Management: 30% 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.
H1 2022 H1 2021 Change Underlying(1)
change
------- -------
Revenue GBPm GBPm
Subscriptions 34.1 33.9 +1% +1%
Events 14.6 15.4 (5%) (5%)
Other 6.5 6.7 (2%) -
Total 55.2 56.0 (1%) (1%)
------- -------
Adjusted operating profit (1) 20.4 22.5 (9%) (9%)
Adjusted operating profit margin %
(1) 37% 40% (3ppt)
----------------------------------- ------- ------- ------ -------------
Asset Management revenue declined by 1% on an underlying and
reported basis mainly reflecting the decline in events revenue.
Subscriptions revenue, which is 62% of divisional revenue,
increased by 1% on an underlying and reported basis. This compares
with a 5% underlying decline in H1 2021.
We have achieved our target early of returning the non-vote
Investment Research subscription BoB (3) to growth by the end of FY
2022. The turnaround 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. The
12-month moving average renewal rate at 31 March 2022 increased to
91% (31 March 2021: 89%).
Investment Solutions, which embeds our data and intellectual
property into investment decision making processes, has also
contributed to the turnaround and continued its rapid growth of
assets under advisement (AUA) reaching $2.1bn in 31 March 2022 (31
March 2021: $1.6bn).
Events revenue, which is 26% of divisional revenue, decreased by
5% on an underlying and reported basis. Institutional Investor (II)
Membership revenue grew versus H2 2021 and we are planning to hold
significantly more physical events in H2 2022 which we expect will
drive growth in II Memberships and growth in other events.
Other revenue, which includes II research reports and media, and
is 12% of divisional revenue, was unchanged underlying and declined
by 2% on a reported basis.
Asset Management adjusted operating profit decreased by 9% on an
underlying and reported basis reflecting investment in growth
initiatives including the return of in-person events and Wealth
Management.
Revenue, adjusted operating profit and adjusted profit before
tax
H1 2022 H1 2021 Change Underlying(1)
change
------- ------- ------
Revenue by division GBPm GBPm
Fastmarkets 48.5 40.2 +20% +21%
FPS 79.8 58.3 +37% +23%
Asset Management 55.2 56.0 (1%) (1%)
Foreign exchange gains/(losses) on
forward contracts 1.1 1.0
Total revenue 184.6 155.5 +19% +14%
Adjusted operating profit by division
Fastmarkets 19.8 15.3 +30% +37%
FPS 16.2 8.3 +96% +80%
Asset Management 20.4 22.5 (9%) (9%)
-------------------------------------- ------- ------- ------ -------------
Divisional adjusted operating profit 56.4 46.1 +23% +23%
-------------------------------------- ------- ------- ------ -------------
Foreign exchange gains/(losses) on
forward contracts 1.1 1.0
Central costs (17.3) (12.3) +41%* +44%*
-------------------------------------- ------- ------- ------ -------------
Adjusted operating profit(1) 40.2 34.8 +16% +15%
Adjusted operating profit margin % 22% 22% - ++
Associates and JVs 0.2 0.1
Net finance costs (1.8) (1.7)
Adjusted profit before tax 38.6 33.2 +16%
------- ------- ------
* (-17% reported and -19% underlying excluding GBP2.5m insurance
credit in H1 2021)
++ (+1ppt excluding GBP2.5m insurance credit in H1 2021)
Group revenues increased by 14% underlying and 19% on a reported
basis, reflecting the return of in-person events and continued
growth in subscriptions revenue. Central costs increased by 44%
underlying or 41% on a reported basis reflecting in part a one-off
GBP2.5m insurance claim receipt in H1 2021. Excluding this
insurance claim receipt central costs increased by 19% underlying
and 17% reported largely reflecting investment in group-wide
systems, higher travel costs, and higher insurance premiums. This
resulted in adjusted operating profit underlying growth of 15% to
GBP40.2m and 16% on a reported basis. Adjusted operating profit
margin was unchanged at 22% or up 1 percentage point excluding the
one-off GBP2.5m insurance claim receipt in H1 2021. Adjusted profit
before tax increased by 16% to GBP38.6m mainly reflecting higher
adjusted operating profit. Adjusted diluted earnings per share
increased by 8% to 26.6p (H1 2021: 24.6p), lower than the growth in
adjusted profit before tax, reflecting a temporary increase in the
effective tax rate which is described in the tax section. Statutory
profit before tax has reduced GBP7.8m to GBP7.6m (31 March 2021:
GBP15.4m). This is principally driven by exceptional charges that
have increased by GBP12.3m to GBP20.3m (31 March 2021: GBP8.0m) as
a result of property rationalisation costs incurred in the first
half and higher acquired intangible asset amortisation from the
Group's recent acquisitions. This has been partially offset from
the improvement in underlying performance as reflected in the
adjusted results.
Other financial items
Exceptional items
In H1 2022 total exceptional costs were GBP20.3m. Following the
successful introduction of flexible working across Euromoney, we
have reviewed our real estate requirements across the Group and
have identified significant opportunities to reduce our office
costs in London and New York to reflect the footprint that suits
our needs. As a result, exceptional impairments of GBP19.1m were
booked against right of use assets and other fixed assets.
Other exceptional costs of GBP1.2m consist of expenditure
associated with the acquisition of AgriCensus, WealthEngine, The
Jacobsen, RelSci and Boardroom Insiders which is treated as
exceptional due to its magnitude.
The cashflow impact of exceptional items for H1 2022 was an
outflow of GBP1.7m.
Tax
The adjusted effective tax rate for the period ended 31 March
2022 is 25% (FY 2021: 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 c.23% for FY 2022. The adjusted effective
tax rate is higher than the prior year (FY 2021: 20%) due to a
non-recurring disallowance of interest expense for US tax purposes.
This disallowance does not impact the Group's cash tax rate for the
current period. For FY 2023 we expect the adjusted effective tax
rate to be c.22% reflecting the increase in UK corporation tax rate
from 19% to 25% from 1 April 2023.
The Group's statutory effective tax rate is 40% for the period
ended 31 March 2022. The statutory effective tax rate is largely
driven by one off non-deductible expenses for tax purposes such as
costs relating to M&A transactions, the non-recurring
disallowance of interest expense noted above and general provisions
relating to the Group's decision to vacate of some of its office
spaces in London and New York.
The basis for the calculation of both effective tax rates and
further information can be found in note 6.
Dividend
The Board has declared an interim dividend of 6.1p per share, a
7% increase year-on-year (H1 2021: 5.7p) 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. The interim dividend
is one third of the prior year's total dividend. The dividend will
be paid on 24 June 2022 to shareholders on the register at the
close of business on 27 May 2022.
Net cash and cash flow
A reconciliation of free cash flow, an alternative performance
measure, and cash generated from operations and net cash flow, the
nearest statutory measures, is set out below.
H1 2022 H1 2021 Change
GBPm GBPm GBPm
----------------------------------- --------- -------- -------
Cash generated from operations 29.7 39.5 (9.8)
Leases and interest (5.3) (5.3) (0.0)
Capex (2.2) (2.9) 0.7
Taxation (12.5) (1.2) (11.3)
--------- -------- -------
Free cash flow 9.7 30.1 (20.4)
--------- -------- -------
Dividends paid (13.5) (12.3) (1.2)
Net M&A (16.6) (20.2) 3.6
--------- -------- -------
(20.4) (2.4) (18.0)
--------- -------- -------
Opening cash and cash equivalents 32.5 28.1 4.4
Currency translation 0.4 (0.9) 1.3
--------- -------- -------
Closing net cash 12.5 24.8 (12.3)
----------------------------------- --------- -------- -------
Net cash at 31 March 2022 was GBP12.5m which excludes lease
liabilities, compared with GBP24.8m as at 31 March 2021. This
decrease in net cash largely reflects the acquisition of Boardroom
Insiders in January 2022 for GBP16.6m and the payment of Canadian
withholding tax of GBP5.4m.
The Group's adjusted cash conversion for H1 2022 was 90% (H1
2021: 142%). We expect adjusted cash conversion to increase in H2
2022 as we collect cash from a higher number of subscriptions
contracts that were signed in Q2 2022 than in the prior year as
well as for events held at the end of Q2 2022. 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 which included
two additional one-year extension options. The first of these
options was exercised in April 2022, resulting in a committed
multi-currency revolving credit facility of GBP190m being available
to the Group until May 2025. An additional GBP130m 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.90% 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 the six months to 31
March 2022 was $1.35 (2021: $1.34). This reduced reported revenue
growth rates for the year by approximately one percentage point and
adjusted profit before tax by GBP0.8m. Each one cent movement in
the US dollar rate has an impact on translated profits, net of UK
revenue hedging, of approximately GBP0.8m on an annualised basis.
The Group also translates its non-sterling denominated balance
sheet items, which resulted in a gain in 2022 of GBP0.1m (2021:
GBP0.1m loss ).
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
Appendix 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 or
business closures, including adjustments for significant event
timing differences, and including proforma prior year adjustments
for the application of new accounting standards.
CAUTIONARY STATEMENT
This Half Year Report ("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 to Half Year Report
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.
The Group also presents adjusted EBITDA because the Group's
borrowing facilities contain certain EBITDA related covenants,
including the ratio of adjusted net cash to EBITDA.
Underlying measures
Underlying measures are adjusted measures which have been
additionally adjusted for the impact of foreign exchange movements,
M&A, new business launches, business closures, material events
that move across reporting dates, material biennial events and the
application of new accounting standards.
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.
Closest equivalent
APM/KPI term IFRS measure Purpose and definition
Underlying revenue(1) 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 the
impact of foreign exchange movements,
M&A, new business launches, business
closures, material events that move
across reporting dates, material
biennial events and the application
of new accounting standards .
Underlying revenue growth is one
of the financial measures used for
Directors' remuneration.
-------------------------- --------------------------------------------
Adjusted operating Operating profit(3) Adjusted operating profit enables
profit(1) the Group to more closely track
operational performance by adjusting
operating profit for the amortisation
of acquired intangible assets and
exceptional items.
-------------------------- --------------------------------------------
Adjusted operating Operating profit(3) Adjusted operating profit margin
profit margin measures the efficiency of the Group
margin and the effectiveness of investment
decisions, cost reduction efforts
and mix improvements. Adjusted operating
profit margin is calculated as adjusted
operating profit as a percentage
of revenue.
-------------------------- --------------------------------------------
Underlying operating Operating profit(3) Underlying operating profit enables
profit(1) the Group to compare operating profit
on a like-for-like basis. Underlying
operating profit adjusts adjusted
operating profit for the impact
of foreign exchange movements, M&A,
new business launches, business
closures, material events that move
across reporting dates, material
biennial events and the application
of new accounting standards .
-------------------------- --------------------------------------------
Adjusted EBITDA Operating profit(3) Adjusted EBITDA is a measure used
for covenant purposes(1) in covenants relating to the Group's
borrowing facilities. It is calculated
as the Group's 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, adjustment for the
impact of fair value adjustment
on contract liabilities on acquisition
and adjustments for the timing of
acquisitions and disposals.
-------------------------- --------------------------------------------
Adjusted profit Profit before tax Adjusted profit before tax measures
before tax(1) 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 Profit before tax Underlying profit before tax enables
before tax(1) the Group to compare profit on a
like-for-like basis. Underlying
profit before tax adjusts for the
impact of foreign exchange movements,
M&A, new business launches, business
closures, material events that move
across reporting dates, material
biennial events and the application
of new accounting standards .
-------------------------- --------------------------------------------
Adjusted diluted Diluted earnings Adjusted diluted earnings per share
earnings per per share measures the Group's overall returns
share(2) 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 Cash generated from Adjusted cash generated from operations
generated from operations gives a clearer picture of the cash
operations(1) 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 Free cash flow reflects the cash
operations available to shareholders. Cash
generated from operations is adjusted
for the cash impact of lease and
interest payments, capital expenditure
and taxation.
-------------------------- --------------------------------------------
Net cash(1) Cash and cash equivalents Net cash shows the availability
less borrowings of cash in the business. It comprises
(not including lease cash at bank and in short-term deposits
liabilities) less borrowings (not including lease
liabilities).
-------------------------- --------------------------------------------
Adjusted net cash(1) Cash and cash equivalents Adjusted net cash adjusts net cash
less borrowings for average exchange rates.
-------------------------- --------------------------------------------
Adjusted cash None Adjusted cash conversion is a measure
conversion(1) 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 None Adjusted net cash to EBITDA ratio
to EBITDA ratio is a measure used in covenants relating
for covenant purposes(1) to the Group's borrowing facilities.
It is calculated as adjusted net
cash as a percentage of adjusted
EBITDA for covenant purposes.
-------------------------- --------------------------------------------
1 Reconciliation of these performance measures to statutory performance
measures can be found on below.
2 Calculation of adjusted diluted earnings per share is in note 8 to
the Condensed Consolidated Interim 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.
Reconciliation of Condensed Consolidated Income Statement to
adjusted results for the six months ended 31 March 2022
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,
databases and customer relationships); 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 as being 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 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. The accounting policy for
exceptional items can be found in note 1 to the Group's 2021 Annual
Report.
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 is 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,
4, 5, 6 and 10 to the Condensed Consolidated Interim Financial
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.
The reconciliation below sets out the adjusted results of the
Group and the related adjustments to the Condensed Consolidated
Income Statement that the Directors consider necessary to provide
useful and comparable information about the Group's adjusted
trading performance.
Unaudited six months Restated unaudited
ended six months ended
31 March 2022 31 March 2021
Statutory Adjustments Adjusted Statutory Adjustments Adjusted
Notes GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 2 184.6 - 184.6 155.5 - 155.5
Adjusted operating profit 2 40.2 - 40.2 34.8 - 34.8
Acquired intangible amortisation 11 (10.4) 10.4 - (9.4) 9.4 -
Exceptional items 4 (20.3) 20.3 - (8.0) 8.0 -
Operating profit 9.5 30.7 40.2 17.4 17.4 34.8
Operating profit margin 5% - 22% 11% - 22%
Share of results in associates 10 - 0.2 0.2 (0.1) 0.2 0.1
Finance expense 5 (1.9) 0.1 (1.8) (1.9) 0.2 (1.7)
Profit before tax 7.6 31.0 38.6 15.4 17.8 33.2
Tax expense on profit 6 (3.0) (6.9) (9.9) (8.8) 2.3 (6.5)
------------ ------------ ---------
Profit for the period 4.6 24.1 28.7 6.6 20.1 26.7
---------- ------------ --------- ---------- ------------ ---------
Diluted earnings per
share 8 4.2p 26.6p 6.1p 24.6p
---------- ------------ --------- ---------- ------------ ---------
The results for the six months to 31 March 2021 have been
restated for IAS 38 IFRIC adjustments as detailed in note 1.
Audited year ended 30 Sept 2021
Statutory Adjustments Adjusted
Notes GBPm GBPm GBPm
Revenue 336.1 - 336.1
Adjusted operating profit 65.3 - 65.3
Acquired intangible amortisation 11 (19.1) 19.1 -
Exceptional items 4 (15.1) 15.1 -
Operating profit 31.1 34.2 65.3
Operating profit margin 9% - 19%
Share of results in associates 10 - 0.3 0.3
Finance expense 5 (4.5) 0.3 (4.2)
Profit before tax 26.6 34.8 61.4
Tax expense on profit 6 (14.0) 1.8 (12.2)
------------------------ ---------
Profit for the year 12.6 36.6 49.2
---------- ------------------------ ---------
Diluted earnings per share 8 11.7p 45.5p
---------- ------------------------ ---------
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.
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 following table sets out the reconciliation from statutory
to underlying for revenue, operating profit and profit before
tax:
Unaudited Unaudited
six months six months
ended ended
31 March 31 March
2022 2021
Total Total Change %
GBPm GBPm
Statutory revenue 184.6 155.5 19%
Net M&A and closed businesses - 6.7
Timing differences - 0.6
Foreign exchange - (1.3)
Underlying revenue 184.6 161.5 14%
------------ ------------ ---------
Statutory operating profit 9.5 17.4 (45%)
Adjustments(1) 30.7 17.4
Adjusted operating profit 40.2 34.8 16%
Net M&A and closed businesses - 0.4
Timing differences - 0.5
Foreign exchange - (0.8)
Underlying operating profit 40.2 34.9 15%
------------ ------------ ---------
Statutory profit before tax 7.6 15.4 (51%)
Adjustments(1) 31.0 17.8
Adjusted profit before tax 38.6 33.2 16%
Net M&A and closed businesses - 0.4
Timing differences - 0.5
Foreign exchange - (0.8)
Underlying profit before tax 38.6 33.3 16%
------------ ------------ ---------
(1) Adjustments methodology detailed on page 12.
The following tables reconcile the underlying revenue and
adjusted operating profit changes for the divisions and the
Group:
Foreign exchange
Asset gains
Fastmarkets FPS Management on forward contracts Total
2022 GBPm GBPm GBPm GBPm GBPm
Statutory revenue 48.5 79.8 55.2 1.1 184.6
2021
Statutory revenue 40.2 58.3 56.0 1.0 155.5
Net M&A and closed businesses 0.7 6.0 - - 6.7
Timing differences (0.1) 0.7 - - 0.6
Foreign exchange (0.7) (0.4) (0.3) 0.1 (1.3)
------------ ------ ------------ ---------------------- ------
Underlying revenue 40.1 64.6 55.7 1.1 161.5
Underlying revenue change (%) 21% 23% (1%) - 14%
Asset
Fastmarkets FPS Management Central Costs Total
2022 GBPm GBPm GBPm GBPm GBPm
Adjusted operating profit 19.8 16.2 20.4 (16.2) 40.2
2021
Adjusted operating profit 15.3 8.3 22.5 (11.3) 34.8
Net M&A and closed businesses (0.1) 0.5 - - 0.4
Timing differences - 0.5 - - 0.5
Foreign exchange (0.7) (0.4) (0.1) 0.4 (0.8)
------------ ------ ------------ -------------- ------
Underlying adjusted operating profit 14.5 8.9 22.4 (10.9) 34.9
Underlying adjusted operating profit change (%) 37% 80% (9%) 49% 15%
The following tables reconcile the underlying revenue changes
for the divisions by revenue type:
Subscriptions Events Other Total
GBPm GBPm GBPm GBPm
Fastmarkets
2022
Statutory
revenue 44.0 3.0 1.5 48.5
2021
Statutory
revenue 37.6 1.3 1.3 40.2
Net M&A and
closed
businesses 0.6 - 0.1 0.7
Timing
differences - (0.1) - (0.1)
Foreign
exchange (0.7) - - (0.7)
-------------------------- -------------------------- -------------------------- ------------------------
Underlying
revenue 37.5 1.2 1.4 40.1
Underlying
revenue
change (%) 17% 148% 4% 21%
Financial &
Professional
Services
(FPS)
2022
Statutory
revenue 48.7 24.8 6.3 79.8
2021
Statutory
revenue 41.4 9.1 7.8 58.3
Net M&A and
closed
businesses 5.4 0.3 0.3 6.0
Timing
differences - 0.7 - 0.7
Foreign
exchange (0.4) - - (0.4)
-------------------------- -------------------------- -------------------------- ------------------------
Underlying
revenue 46.4 10.1 8.1 64.6
Underlying
revenue
change (%) 5% 144% (22%) 23%
Asset
Management
2022
Statutory
revenue 34.1 14.6 6.5 55.2
2021
Statutory
revenue 33.9 15.4 6.7 56.0
Net M&A and
closed
businesses - - - -
Timing
differences - - - -
Foreign
exchange (0.2) - (0.1) (0.3)
-------------------------- -------------------------- -------------------------- --------------------------
Underlying
revenue 33.7 15.4 6.6 55.7
Underlying
revenue
change (%) 1% (5%) 0% (1%)
Cash conversion
Cash conversion is an alternative performance measure of the
quality of the Group's earnings. Cash conversion measures the
percentage by which cash generated from operations covers adjusted
operating profit.
Unaudited Restated(1) unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Adjusted operating profit 40.2 34.8 65.3
Cash generated from operations 29.7 39.5 67.3
Exceptional items 1.7 9.1 17.6
Capital expenditure (2.2) (2.9) (4.8)
Adjusted cash generated from operations 29.2 45.7 80.1
------------ ---------------------- ---------
Adjusted 12-month rolling cash conversion % 90% 142% 123%
(1) The results for the 12 months to 31 March 2021 have been
restated for IAS 38 IFRIC adjustments as detailed in note 1.
Adjusted cash generated from operations is after adjusting for
the cash impact relating to exceptional items and capital
expenditure. For the period ended 31 March 2022, exceptional cash
payments largely consist of integration and transaction costs of
newly acquired businesses. For the period ended 31 March 2021 and
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. At the half year, an
adjusted 12-month cash conversion percentage is used to eliminate
any seasonality.
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
Unaudited Unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Net cash at beginning of period 32.5 28.1 28.1
Net (decrease)/increase in cash and cash equivalents (20.5) 47.6 4.2
Decrease/(increase) in borrowings 0.1 (50.0) -
Effect of foreign exchange rate movements 0.4 (0.9) 0.2
Net cash at end of period 12.5 24.8 32.5
------------- ---------------------- ---------
Net cash comprises:
Cash at bank and short-term deposits 12.5 74.8 32.5
Borrowings - (50.0) -
------------- ---------------------- ---------
Total cash and cash equivalents net of borrowings 12.5 24.8 32.5
------------- ---------------------- ---------
Net cash 12.5 24.8 32.5
Average exchange rate adjustment (0.3) 1.2 (0.1)
Adjusted net cash 12.2 26.0 32.4
------------- ---------------------- ---------
Adjusted EBITDA is an alternative performance measure. The following table sets out the reconciliation
from 12-month rolling adjusted operating profit to 12-month rolling adjusted EBITDA:
12-month Restated(1) 12-month 12-month
rolling rolling rolling
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Adjusted operating profit 70.7 53.6 65.3
Share of results in associates 0.5 - 0.4
Add back: -
Intangible amortisation of licences and software 3.2 2.5 2.9
Depreciation of property, plant and equipment 1.6 2.6 2.0
Depreciation of right of use assets 6.4 6.9 6.7
------------- ---------------------- ---------
Adjusted EBITDA 82.4 65.6 77.3
------------- ---------------------- ---------
Add back:
IFRS 16 adjustments (9.7) (8.3) (9.8)
Impact of fair value adjustment on contract liabilities 0.2 - -
M&A annualised adjustment 0.6 1.1 0.4
Adjusted EBITDA for covenant purposes 73.5 58.4 67.9
------------- ---------------------- ---------
Adjusted net cash to EBITDA ratio for covenant purposes 0.17 0.44 0.48
(1) The results for the 12 months to 31 March 2021 have been
restated for IAS 38 IFRIC adjustments as detailed in note 1.
The Group's borrowing facilities contain certain covenants,
including the ratio of adjusted net debt to EBITDA. The inputs used
in the covenant calculations, including the foreign exchange rates,
are subject to adjustments as defined under the terms of the
arrangement. The facility's covenants required the Group's net debt
to be no more than three times adjusted EBITDA and required 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.
Principal risks and uncertainties
An overall increasing risk trend
The principal risks and uncertainties that affect the Group are
described in detail on pages 51 to 60 of the 2021 Annual Report
available at www.euromoneyplc.com. They are:
1. Slow post-covid economic recovery or poor business economic conditions
in major markets hinder the recovery of in-person events, and organic
revenue growth.
2. Compliance and Controls: failure to comply with Group policies
and processes, complex global regulations and a litigious environment
causes reputational, legal or financial damage.
3. Inability to execute M&A strategy or integrate acquisitions successfully
into the Group on a timely basis prevents the delivery of the strategy.
4. Geopolitical upheaval has a major impact on the business environment.
5. Cybersecurity and information security threats compromise data
integrity or result in a loss of key data.
6. Inadequate ability of the business to manage talent churn effectively
results in the loss of key personnel in critical roles.
7. Uncertain tax liabilities leads to material cash outflows.
8. Existing and emerging competitor activity creates product and pricing
pressures, as well as potentially eroding margins.
9. Exposure to USD exchange rate leads to unexpected swings in reported
results.
10. Changing customer needs, new technology or changing governmental
priorities cause structural changes in markets reducing the value
delivered by our products and services.
Although we still consider these to be the most relevant risks
and uncertainties, the Board's view is that due to the global
impacts of the war in Ukraine, the overall risk trend for the Group
is increasing, both prior to and post-mitigation.
The war does not in itself create a stand-alone risk for the
Group, but it does have an impact on some of the Group's existing
principal risks, which has therefore resulted in three of the
Group's risks moving on the risk matrix.
Risk 1 (Economic Recovery)
The Ukraine crisis and resulting sanctions are likely to slow
the post-covid economic recovery. In particular, current and
potential restrictions on Russian oil and gas imports have
exacerbated the existing macroeconomic inflation risks, potentially
increased the future costs of borrowing if interest rates rise
significantly, and made travel more costly, which could impact
travel to events. The result is a heightened risk of a global
recession being endured over the next 18 months. The Group also
decided in March 2022 to cease all business with Russia and Belarus
for the time being, which will have a revenue and profit impact for
the foreseeable future. This decision was taken to ensure the Group
is compliant with very fast-moving sanctions requirements and is
consistent with the actions that many other multinationals have
taken.
Risk 4 (Geopolitical Risk)
The war in Ukraine has resulted in a large and co-ordinated
global response, which in turn has influenced and changed various
regional and international relationships, resulting in more
geopolitical instability. In addition, there are numerous other
potential geopolitical flash points around the world which are
unrelated to the Russia-Ukraine war, but could escalate to cause
further disruption to business and the wider economy.
Risk 5 (Cybersecurity)
Russia has targeted international companies and governments in
Cyber-attacks in the past and it is understood that Russia has
deployed such attacks again, specifically against countries and
companies in countries that have strongly supported Ukraine, which
would be most of the EU, the UK and the USA. These may take a
number of forms including denial of service or ransomware
attacks.
The Board continues to prioritise the management of risk
The Board is focused on taking the steps necessary to ensure the
Group manages risk effectively, which includes a regular and robust
assessment and management of the Group's risks.
It is likely that the increasing risk trend as a result of
heightened geopolitical uncertainty could impact the Group's
performance over the remaining six months of the financial year and
dilute the benefits of the rolling back of covid-related
restrictions around the globe.
An updated version of the Group's Risk matrix as found on page
50 of the 2021 Annual Report is set out in the below link to
reflect the above changes in risk trends.
http://www.rns-pdf.londonstockexchange.com/rns/0243M_1-2022-5-18.pdf
Condensed Consolidated Income Statement
for the six months ended 31 March 2022
Restated
Unaudited unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
Notes GBPm GBPm GBPm
Revenue 2 184.6 155.5 336.1
Cost of Sales (26.5) (20.2) (45.5)
Gross Profit 158.1 135.3 290.6
Administrative expenses and distribution
costs (117.9) (99.0) (220.4)
Net impairment of trade receivables - (1.5) (4.9)
Operating profit before acquired intangible
amortisation and exceptional items 2 40.2 34.8 65.3
Acquired intangible amortisation 11 (10.4) (9.4) (19.1)
Exceptional items 4 (20.3) (8.0) (15.1)
Operating profit 2 9.5 17.4 31.1
Share of results in associates 10 - (0.1) -
Finance expense 5 (1.9) (1.9) (4.5)
Profit before tax 2 7.6 15.4 26.6
Tax expense on profit 6 (3.0) (8.8) (14.0)
Profit for the period 2 4.6 6.6 12.6
------------ ------------ ---------
Earnings per share
Basic 8 4.2p 6.1p 11.7p
Diluted 8 4.2p 6.1p 11.7p
Dividend per share (including proposed
dividends) 7 6.1p 5.7p 18.2p
A detailed reconciliation of the Group's statutory results to
the adjusted results is set out in the glossary to the Half Year
Report on pages 12 to 20.
The 31 March 2021 Condensed Consolidated Income Statement has
been restated for IAS 38 IFRIC adjustments as detailed in note
1.
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 31 March 2022
Unaudited Restated unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Profit for the period 4.6 6.6 12.6
------------ ------------------- ---------
Items that may be reclassified subsequently to profit or loss:
Change in fair value of cash flow hedges (0.7) 4.5 3.3
Transfer of gains on cash flow hedges from fair value reserves to
Income Statement: - -
Foreign exchange gains in revenue (1.1) (1.0) (2.4)
Foreign exchange gains in administrative expenses (0.2) (0.1) (0.4)
Net exchange differences on translation of net investments in overseas
subsidiary undertakings 10.1 (26.9) (17.2)
Translation reserves recycled to Income Statement - 1.2 1.2
Tax gains on changes in fair value cash flow hedges 0.3 - 0.3
Items that will not be reclassified to profit or loss:
Actuarial gains on defined benefit pension schemes 7.1 2.1 4.5
Tax loss on actuarial gains on defined benefit pension schemes (1.8) (0.4) (1.0)
Change in value of FVTOCI assets - - 0.1
Other comprehensive income/(expense) for the period 13.7 (20.6) (11.6)
------------ ------------------- ---------
Total comprehensive income/(expense) for the period 18.3 (14.0) 1.0
------------ ------------------- ---------
The 31 March 2021 Condensed Consolidated Statement of
Comprehensive Income has been restated for IAS 38 IFRIC adjustments
as detailed in note 1.
Condensed Consolidated Statement of Financial Position
as at 31 March 2022
Unaudited Audited
as at as at
31 March 30 Sept
2022 2021
Notes GBPm GBPm
Non-current assets
Intangible assets
Goodwill 11 472.4 457.1
Other intangible assets 11 194.8 188.2
Property, plant and equipment 7.2 11.4
Right of use assets 12 26.5 44.2
Investment in associates 10 8.8 8.9
Other equity investments 10 0.2 0.2
Deferred tax assets 4.0 4.3
Retirement benefit asset 10.7 3.0
Other non-current assets 0.8 0.8
Derivative financial instruments 0.1 -
725.5 718.1
---------- ---------
Current assets
Trade and other receivables 108.1 84.3
Contract assets 4.1 5.4
Current income tax assets 5.6 4.0
Cash and cash equivalents 12.5 32.5
Derivative financial instruments 0.4 1.9
130.7 128.1
---------- ---------
Current liabilities
Acquisition commitments (0.1) (0.1)
Deferred consideration (1.9) -
Trade and other payables (37.9) (43.1)
Lease liabilities 13 (9.1) (9.3)
Current income tax liabilities (11.9) (13.3)
Accruals (41.7) (62.3)
Contract liabilities (164.3) (132.6)
Derivative financial instruments (1.8) (0.6)
Provisions (1.1) (1.6)
(269.8) (262.9)
---------- ---------
Net current liabilities (139.1) (134.8)
---------- ---------
Total assets less current liabilities 586.4 583.3
Non-current liabilities
Lease liabilities 13 (49.7) (52.4)
Other non-current liabilities - (0.2)
Contract liabilities (0.5) (2.2)
Deferred tax liabilities (32.2) (30.1)
Derivative financial instruments (0.1) (0.3)
Provisions (3.2) (3.0)
---------- ---------
(85.7) (88.2)
Net assets 500.7 495.1
---------- ---------
Condensed Consolidated Statement of Financial Position
continued
as at 31 March 2022
Unaudited Audited
as at as at
31 March 30 Sept
2022 2021
Notes GBPm GBPm
Shareholders' equity
Called up share capital 16 0.3 0.3
Share premium account 104.6 104.6
Other reserve 65.0 65.0
Capital redemption reserve 0.1 0.1
Own shares (14.1) (14.1)
Reserve for share-based payments 41.0 39.1
Fair value reserve (24.4) (22.4)
Translation reserve 116.0 105.9
Retained earnings 212.2 216.6
---------
Total equity 500.7 495.1
---------- ---------
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2022
Reserve
for
Called Capital share-
up Share redemp- based Fair Trans-
share premium Other tion Own pay- value lation Retained Total
capital account reserve reserve shares ments reserve reserve earnings equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
At 1 October 2020 0.3 104.6 65.0 0.1 (14.6) 38.7 (23.5) 122.4 218.1 511.1
Profit for the
year - - - - - - - - 12.6 12.6
Other
comprehensive
income/(expense)
for the year - - - - - - 1.1 (16.5) 3.8 (11.6)
-------- -------- -------- -------- ------- -------- -------- -------- --------- -------
Total
comprehensive
income/(expense)
for the year - - - - - - 1.1 (16.5) 16.4 1.0
Share-based
payments - - - - - 0.8 - - - 0.8
Cash dividend paid - - - - - - - - (18.5) (18.5)
Exercise of share
options - - - - 0.5 (0.4) - - (0.1) -
VAT on share
buy-back - - - - - - - - 0.6 0.6
Tax relating to
items taken
directly to
equity - - - - - - - - 0.1 0.1
-------- -------- -------- -------- ------- -------- -------- -------- --------- -------
At 30 September
2021 0.3 104.6 65.0 0.1 (14.1) 39.1 (22.4) 105.9 216.6 495.1
-------- -------- -------- -------- ------- -------- -------- -------- --------- -------
Profit for the
period - - - - - - - - 4.6 4.6
Other
comprehensive
(expense)/income
for the period - - - - - - (2.0) 10.1 5.6 13.7
-------- -------- -------- -------- ------- -------- -------- -------- --------- -------
Total
comprehensive
(expense)/income
for the period - - - - - - (2.0) 10.1 10.2 18.3
Share-based
payments - - - - - 1.9 - - - 1.9
Cash dividend paid - - - - - - - - (13.5) (13.5)
Tax relating to
items taken
directly to
equity - - - - - - - - (1.1) (1.1)
At 31 March 2022 0.3 104.6 65.0 0.1 (14.1) 41.0 (24.4) 116.0 212.2 500.7
-------- -------- -------- -------- ------- -------- -------- -------- --------- -------
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2021
Reserve
Called Capital for
up Share redemp- share- Fair Trans-
share premium Other tion Own based value lation Retained Total
capital account reserve reserve shares Payments reserve reserve earnings Equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
At 1 October 2020 0.3 104.6 65.0 0.1 (14.6) 38.7 (23.5) 122.4 218.1 511.1
Profit for the
period
(restated)(1) - - - - - - - - 6.6 6.6
Other
comprehensive
income/(expense)
for the period - - - - - - 3.9 (26.2) 1.7 (20.6)
-------- -------- -------- -------- ------- --------- -------- -------- --------- -------
Total
comprehensive
income/(expense)
for the period - - - - - - 3.9 (26.2) 8.3 (14.0)
Share-based
payments - - - - - 0.2 - - - 0.2
Cash dividend
paid - - - - - - - - (12.3) (12.3)
Exercise of share
options - - - - 0.5 (0.4) - - (0.1) -
VAT on share
buyback - - - - - - - - 0.6 0.6
Tax relating to
items taken
directly to
equity - - - - - - - - 0.5 0.5
At 31 March 2021
(restated)(1) 0.3 104.6 65.0 0.1 (14.1) 38.5 (19.6) 96.2 215.1 486.1
-------- -------- -------- -------- ------- --------- -------- -------- --------- -------
(1) Restated for IAS 38 IFRIC adjustments as detailed in the
basis of preparation (note 1).
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 Employees'
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 the Condensed Consolidated
Financial Statements.
Unaudited Unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
Number of shares held:
Euromoney Employees' Share Ownership Trust 58,976 58,976 58,976
Euromoney Employee Share Trust 1,139,807 1,139,807 1,139,807
Total 1,198,783 1,198,783 1,198,783
------------ ------------ ----------
Nominal cost per share (p) 0.25 0.25 0.25
Historical cost per share (GBP) 11.76 11.76 11.76
Market value (GBPm) 11.8 11.4 12.2
Condensed Consolidated Statement of Cash Flows
for the six months ended 31 March 2022
Unaudited Restated unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
Notes GBPm GBPm GBPm
Cash flow from operating activities
Operating profit 9.5 17.4 31.1
Long-term incentive expense 1.9 0.2 0.8
Acquired intangible amortisation 11 10.4 9.4 19.0
Licences and software amortisation 1.6 1.3 2.9
Depreciation and impairment of property, plant and
equipment 4.4 1.2 2.8
Depreciation and impairment of right of use assets 12 18.5 3.3 9.0
Recycling of foreign exchange 4 - 1.2 1.2
Decrease in provisions (0.3) (3.9) (5.5)
---------------------- ------------------- ---------
Operating cash flows before movements in working
capital 46.0 30.1 61.3
(Increase)/decrease in receivables (20.9) 2.0 (16.6)
Increase in payables 4.6 7.4 22.6
---------------------- ------------------- ---------
Cash generated from operations 29.7 39.5 67.3
Income taxes paid (12.5) (1.7) (3.7)
Net cash generated from operating activities 17.2 37.8 63.6
---------------------- ------------------- ---------
Investing activities
Purchase of intangible assets (2.0) (2.7) (4.6)
Purchase of property, plant and equipment (0.2) (0.2) (0.2)
Proceeds from disposal of property, plant and
equipment - - 0.1
Purchase of business/subsidiary undertaking, net of
cash acquired 9 (16.6) (20.2) (24.2)
Purchase of long term investment - - (0.1)
Net cash used in investing activities (18.8) (23.1) (29.0)
---------------------- ------------------- ---------
Financing activities
Dividends paid 7 (13.5) (12.3) (18.5)
Interest paid (0.6) (0.5) (2.6)
Capital element of lease repayments (3.9) (3.9) (8.0)
Interest element of lease repayments (0.8) (0.9) (1.8)
Increase in borrowings 15 19.9 50.0 50.0
Repayment of borrowings (20.0) - (50.0)
Recovery of VAT on share buy-back costs - 0.5 0.5
Net cash used in financing activities (18.9) 32.9 (30.4)
---------------------- ------------------- ---------
Net (decrease)/increase in cash and cash equivalents (20.5) 47.6 4.2
Cash and cash equivalents at beginning of period 32.5 28.1 28.1
Effect of foreign exchange rate movements 0.5 (0.9) 0.2
---------------------- ------------------- ---------
Cash and cash equivalents at end of period 12.5 74.8 32.5
---------------------- ------------------- ---------
The 31 March 2021 Condensed Consolidated Statement of Cash Flows
has been restated as detailed in note 1.
Notes to the Condensed Consolidated Interim Financial
Statements
1 Basis of preparation
Euromoney Institutional Investor PLC (the 'Company') is a
company incorporated in the United Kingdom.
The Group financial statements consolidate those of the Company
and its subsidiaries (together referred to as the 'Group') and
equity-account the Group's interest in associates.
This Half Year Report was approved by the Board of Directors on
18 May 2022.
These condensed consolidated interim financial statements have
been prepared in accordance with the disclosure and transparency
rules of the Financial Conduct Authority and using accounting
policies consistent with International Financial Reporting
Standards (IFRS) as adopted by the UK Endorsement Board and in
accordance with International Accounting Standard (IAS) 34 'Interim
Financial Reporting'. The change in basis of preparation from IFRS
adopted by the European Union to IFRS adopted by the UK Endorsement
Board is required by UK company law for the purposes of financial
reporting as a result of the UK's exit from the EU on 31 January
2020 and the cessation of the transition period on 31 December
2020. This change does not constitute a change in accounting
policy, rather a change in framework which is required for the
Group to use IFRS in company law. There is no impact on the
recognition, measurement or disclosure between the two frameworks
in the period reported.
The financial information for the year ended 30 September 2021
does not constitute statutory accounts as defined in section 434 of
the Companies Act 2006, the financial information was prepared in
accordance with International Accounting Standards in conformity
with the requirements of the Companies Act 2006 and IFRS adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the EU.
There are no differences for the Group in applying each of these
accounting frameworks. A copy of the statutory accounts for that
year has been delivered to the Registrar of Companies. The
auditor's report on those accounts was not qualified, did not draw
attention to any matters by way of emphasis and did not contain
statements under section 498(2) or 498(3) of the Companies Act
2006.
The Group previously reported in thousands of pounds. It has now
changed its disclosure, rounding to hundreds of thousands of
pounds.
Accounting policies
The Condensed Consolidated Interim Financial Statements has 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 condensed consolidated interim
financial statements as were applied in the Group's latest annual
audited financial statements.
Taxes on income in the half year are accrued using the tax rate
that would be applicable to expected total annual profit or
loss.
There were no material related party transactions recorded in
the current or prior period. As such, there is no related parties
disclosure in the notes to these Condensed Consolidated Interim
Financial Statements.
Restatements
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 for the period ended 31
March 2021 is summarised in the following table:
Statements adjusted Line item 2021 reported Restatement 2021 restated
GBPm GBPm GBPm
------------------------ ------------
Operating profit before
Condensed Consolidated acquired intangible amortisation
Income Statement and exceptional items(1) 36.8 (2.0) 34.8
------------------------ ------------------------------------ -------------- ------------ --------------
Tax expense on profit (9.3) 0.5 (8.8)
------------------------------------------------------------- -------------- ------------ --------------
Basic EPS (total) 7.6 (1.5) 6.1
------------------------------------------------------------- -------------- ------------ --------------
Diluted EPS (total) 7.6 (1.5) 6.1
------------------------------------------------------------- -------------- ------------ --------------
Condensed Consolidated
Statement of Retained earnings at 1 October
Changes in Equity 2020 224.4 (6.3) 218.1
------------------------ ------------------------------------ -------------- ------------ --------------
Condensed Consolidated
Statement of
Cash Flows Operating profit 19.4 (2.0) 17.4
------------------------ ------------------------------------ -------------- ------------ --------------
Licenses and software amortisation 2.1 (0.8) 1.3
------------------------------------------------------------- -------------- ------------ --------------
Purchase of intangible assets (5.5) 2.8 (2.7)
------------------------------------------------------------- -------------- ------------ --------------
(1) All of the adjustment relates to administrative expenses
Key judgemental areas adopted in preparing these Condensed
Consolidated Financial Statements
The significant accounting judgements and estimates are
consistent with that disclosed in the Group's 2021 Annual Report,
except for the following:
Significant judgements
Following the successful introduction of flexible working across
Euromoney, the Group has reviewed its real estate requirements and
has identified significant opportunities to reduce office costs in
London and New York to reflect the footprint that suits its needs.
As a result, excess office space in New York will be vacated,
through the potential agreement of an early exit and a portion of
its London offices will be made available to sublet. This decision
to separate the respective assets from those used in the ordinary
course of business is a triggering event for impairment review.
These assets are impaired as a standalone CGU. Further information
is disclosed in note 12.
Critical estimates
In assessing the impairment required for the sublet space in
London, the book values of the relevant assets were compared to the
present value of the future cash flows associated with the space.
This includes up-front fit-out costs and future running costs,
which are expected to be relatively stable. The most uncertain
variable used in the impairment model is the level of sublease
income expected to be achieved, particularly affected by the term
of the eventual sublease. These estimates on sublease income were
provided by external industry experts, modelling a sublease term of
three years expected after a 12-month fit-out and marketing void.
The impairment review resulted in the respective assets being fully
written down. For the impairment to be reversed, the sublease term
would need to increase to four years and three months. The
impairment model is not sensitive to changes in assumptions about
the market rent which could be achieved.
Going concern, debt covenants and liquidity
At 31 March 2022, the Group's net cash position, excluding lease
liabilities, was GBP12.5m comprising cash and cash equivalents, and
there were no amounts borrowed through the Group's revolving credit
facility. At 31 March 2022 the Group had access to a committed
GBP190m multi-currency revolving credit facility, available until
May 2024, which was extended by a further year, until May 2025, in
April 2022. The facility's covenant requires the Group's net debt
to be no more than three times 12-month adjusted 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 adjusted EBITDA 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 Group has seen a recovery in its events cash flows following
the easing of restrictions in key territories. However, in making
their going concern assessment, the Directors have considered
potential future restrictions or a slower return of events due to
aversion to travel, whether due to covid-19 or other factors such
as climate change. The Group does not have operations in Russia or
material customers based in Russia or Ukraine. However, in making
the assessment, the Directors have considered the higher
inflationary environment and modelled a scenario of further
inflation that it is unable to pass onto its customers. 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 at least 12 months from the date
of signing this Half Year Report, show that the Group will 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 a 70%
reduction in physical events for the remainder of the financial
year ending 30 September 2022, and a 70% reduction of events
revenue for the financial years 2023 and 2024 with a 20% profit
mitigation in the latter years, all uncertain tax cases are paid in
full, a further 5% inflation is applied to overheads and staff
costs (over and above the cost inflation already included in the
forecasts) and a fall of 5% in non-events revenue compared to the
current plan. Under this scenario, the Group maintains sufficient
liquidity and is projected to satisfy covenants required by the
revolving credit facility after taking measures to preserve
cash.
Based on the Group's cash flow forecasts and projections, the
Board is satisfied that the Group will be able to operate for a
period extending to at least 12 months from the date of signing of
this Half Year Report, including the impact of any potential
transactions that are planned or expected to complete within this
period. For this reason, the Group continues to adopt the going
concern basis in preparing its financial statements.
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 acts 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.
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.
Analysis of the Group's three main geographical areas is also
set out to provide additional information on the trading
performance of the businesses.
Inter-segment sales are charged at prevailing market rates and
shown in the eliminations columns.
Subscriptions Events Other Total revenue
2022 GBPm GBPm GBPm GBPm
Revenue
by division and type:
Fastmarkets 44.0 3.0 1.5 48.5
Financial & Professional Services 48.7 24.8 6.3 79.8
Asset Management 34.1 14.6 6.5 55.2
126.8 42.4 14.3 183.5
Foreign exchange gains on forward contracts - - 1.1 1.1
-------------- ------- ------ --------------
Revenue 126.8 42.4 15.4 184.6
-------------- ------- ------ --------------
Events revenue of GBP30.1m (2021: GBP13.0m) and print
advertising of GBP0.8m (2021: GBP2.5m) are recognised at a point in
time. The remaining subscription, events-based memberships and
online advertising revenue is recognised over time.
Subscriptions Events Other Total revenue
2021 GBPm GBPm GBPm GBPm
Revenue
by division and type:
Fastmarkets 37.6 1.3 1.3 40.2
Financial & Professional Services 41.4 9.1 7.8 58.3
Asset Management 33.9 15.4 6.7 56.0
112.9 25.8 15.8 154.5
Foreign exchange losses on forward contracts - - 1.0 1.0
--------------- -------- ------- --------------
Revenue 112.9 25.8 16.8 155.5
--------------- -------- ------- --------------
2 Segmental analysis continued
Unaudited six months ended 31 March
United Kingdom North America Rest of World Eliminations Total
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Revenue
by division and
source:
Fastmarkets 26.5 17.9 21.1 21.6 0.9 0.8 - (0.1) 48.5 40.2
Financial &
Professional
Services 47.9 39.9 32.3 18.4 2.7 3.8 (3.1) (3.8) 79.8 58.3
Asset Management - - 55.3 56.0 - - (0.1) - 55.2 56.0
Foreign exchange
gains
on forward
contracts 1.1 1.0 - - - - - - 1.1 1.0
-------- ------- -------- ------ ------- ------- ------- ------ ------ ------
Revenue 75.5 58.8 108.7 96.0 3.6 4.6 (3.2) (3.9) 184.6 155.5
-------- ------- -------- ------ ------- ------- ------- ------ ------ ------
Revenue by
destination 32.4 24.3 97.2 83.8 55.0 47.4 - - 184.6 155.5
-------- ------- -------- ------ ------- ------- ------- ------ ------ ------
Unaudited six months ended 31 March
United Kingdom North America Rest of World Total
Restated Restated Restated Restated
2022 2021 2022 2021 2022 2021 2022 2021
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Operating
profit(1)
by division
and source:
Fastmarkets 13.1 7.1 9.9 11.4 (3.2) (3.2) 19.8 15.3
Financial &
Professional
Services 5.1 5.5 13.1 5.3 (2.0) (2.5) 16.2 8.3
Asset
Management - - 20.4 22.6 - (0.1) 20.4 22.5
Unallocated
corporate
costs (16.0) (10.8) - (0.1) (0.2) (0.4) (16.2) (11.3)
------- --------- -------------------- -------------------- ------ --------- ---------------------- --------------------
Operating
profit/(loss)
before
acquired
intangible
amortisation
and
exceptional
items(1) 2.2 1.8 43.4 39.2 (5.4) (6.2) 40.2 34.8
------- --------- -------------------- -------------------- ------ --------- ---------------------- --------------------
Acquired
intangible
amortisation
(note
11)(2) (2.0) (2.1) (8.4) (7.3) - - (10.4) (9.4)
Exceptional
items (note
4) (12.7) (4.2) (7.6) (3.8) - - (20.3) (8.0)
---------------------- --------------------
Operating
(loss)/
profit (12.5) (4.5) 27.4 28.1 (5.4) (6.2) 9.5 17.4
------- --------- -------------------- -------------------- ------ --------- ---------------------- --------------------
Share of results in
associates
(note 10) - (0.1)
Finance
expense (note
5) (1.9) (1.9)
---------------------- --------------------
Profit before
tax 7.6 15.4
Tax expense on
profit
(note 6) (3.0) (8.8)
---------------------- --------------------
Profit for the period 4.6 6.6
---------------------- --------------------
(1) Restated for IAS 38 IFRIC adjustments as detailed in the
basis of preparation (note 1). The restatement increased
Fastmarkets operating profits by GBP0.1m in the UK. Financial &
Professional Services operating profits were reduced by GBP1.3m in
the UK. Asset Management operating profits were reduced by GBP0.2m
in North America. Unallocated corporate costs were increased by
GBP0.6m in the UK.
(2) Acquired intangible amortisation represents amortisation of
acquisition-related non-goodwill assets such as trademarks and
brands, customer relationships, databases and software (note
11).
2 Segmental analysis continued
Unaudited six months ended 31 March
Depreciation,
Acquired intangible Exceptional impairments
amortisation items and amortisation(1)
2022 2021 2022 2021 2022 Restated 2021
GBPm GBPm GBPm GBPm GBPm GBPm
Other segmental information
by division:
Fastmarkets (3.1) (3.3) (0.3) (1.3) (0.7) (1.1)
Financial & Professional Services (5.3) (3.8) (0.9) (3.2) (0.8) (1.0)
Asset Management (2.0) (2.3) - (0.5) (0.4) 0.6
Unallocated corporate costs - - (19.1) (3.0) (22.6) (4.3)
Total (10.4) (9.4) (20.3) (8.0) (24.5) (5.8)
----------- --------- ------- ------ ------- --------------
(1) Restated for IAS 38 IFRIC adjustments as detailed in the
basis of preparation (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(1) :
United Kingdom North America Rest of World Total
Unaudited Unaudited Audited Unaudited Audited Unaudited Audited
six Audited six year six year six year
months year months ended months ended months ended
ended ended ended 30 ended 30 ended 30
31 March 30 Sept 31 March Sept 31 March Sept 31 March Sept
2022 2021 2022 2021 2021 2021 2022 2021
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Goodwill 111.0 111.0 356.8 341.4 4.6 4.7 472.4 457.1
Other intangible
assets 31.9 33.2 162.5 154.7 0.4 0.3 194.8 188.2
Property, plant
and equipment 1.3 3.5 5.7 7.6 0.2 0.3 7.2 11.4
Right of use
assets 6.8 18.9 17.9 23.0 1.8 2.3 26.5 44.2
Investments 8.9 8.9 0.1 0.2 - - 9.0 9.1
---------- ---------- ---------- --------- ---------- -------- ---------- ---------
Non-current
assets 159.9 175.5 543.0 526.9 7.0 7.6 709.9 710.0
---------- ---------- ---------- --------- ---------- -------- ---------- ---------
Additions to
property,
plant and
equipment (0.1) - (0.1) (0.1) - (0.5) (0.2) (0.6)
Additions to
right
of use assets - - (0.2) - - (0.5) (0.2) (0.5)
Additions to
other
intangible
assets (1.6) (3.2) (0.4) (1.4) - - (2.0) (4.6)
---------- ---------- ---------- --------- ---------- -------- ---------- ---------
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 Seasonality of results
The Group's results are usually not materially affected by
seasonal or cyclical trading. For the year ended 30 September 2021,
the Group earned 46% of its revenue and 53% of its adjusted
operating profits in the first six months of the year (2020: 56% of
its revenue and 67% of its adjusted operating profit in the six
months of the year).
4 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.
Unaudited Unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
Notes GBPm GBPm GBPm
Right of use and property, plant and equipment impairments a (19.1) - (3.0)
Other exceptional costs b (1.2) (4.5) (8.6)
Restructuring c - (2.3) (2.3)
Recycling of foreign exchange d - (1.2) (1.2)
Exceptional items (20.3) (8.0) (15.1)
------------ ------------ ---------
a. For the period ended 31 March 2022, following the successful introduction
of flexible working across the Group, the real estate requirements
have been reviewed and the Group has identified significant opportunities
to reduce the office costs in London and New York to reflect the
footprint that suits the Group's needs. As a result, exceptional
impairments of GBP19.1m were booked against right of use assets and
other fixed assets (note 12).
For the year ended 30 September 2021, GBP3.0m of impairments to right
of use assets and property, plant and equipment were recognised in
exceptional items, due to management's intention to vacate a number
of properties across the Group.
b. For the period ended 31 March 2022, other exceptional costs of GBP1.2m
consist of expenditure associated with acquisition related costs,
mainly for Boardroom Insiders (note 9), Relationship Science, The
Jacobsen and WealthEngine, treated as exceptional due to the magnitude
of the costs. The recognition of the earn-out payments for the acquisitions
of AgriCensus are treated as compensation costs and included in exceptional
items.
For the periods ended 31 March 2021 and 30 September 2021, other
exceptional costs consisted of expenditure associated with the acquisition
Wealth-X, AgriCensus, WealthEngine, The Jacobsen and RelSci, treated
as exceptional due to the magnitude of the costs. The recognition
of the earn-out payments for the acquisitions of AgriCensus were
treated as compensation costs and included in exceptional items.
Also included were costs incurred to support the strategic review
of Asset Management as well as significant costs associated with
an acquisition that did not complete. A recovery of VAT was also
included relating to a reclaim in respect of share buy-back related
expenditure previously recorded in exceptional items.
c For the periods ended 31 March 2021 and 30 September 2021, expenses
of GBP2.3m were incurred as a result of the major restructuring across
the Group and were included in exceptional items. This comprised
severance costs and professional costs associated with the restructuring.
Normal restructuring costs were not treated as exceptional items.
There are no exceptional restructuring costs in the period ended
31 March 2022.
d. For the periods ended 31 March 2021 and 30 September 2021, foreign
exchange gains/losses amounting to GBP1.2m were recycled from equity
to exceptional items. This related to foreign exchange gains/losses
on quasi-equity loans and net investment hedging that had been deferred
to equity in previous years. These amounts were 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
was made.
5 Finance expense
Unaudited Unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Finance expense
Interest payable on borrowings (0.9) (0.6) (2.2)
Interest on lease liabilities (0.8) (0.9) (1.8)
Net interest expense on defined benefit pension liability - (0.1) -
Interest on tax (0.2) (0.3) (0.5)
(1.9) (1.9) (4.5)
---------------------- ------------ ---------
Unaudited Unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Reconciliation of finance expense in the Income Statement to adjusted
finance expense
Finance expense in the Income Statement (1.9) (1.9) (4.5)
Add back:
Interest on tax 0.1 0.2 0.3
Adjusted finance expense (1.8) (1.7) (4.2)
-------------------- ------------ ---------
The reconciliation of finance expense in the Income Statement
has been provided since the Directors consider it necessary in
order to provide an indication of the adjusted finance expense.
Refer to the glossary to the Half Year Report for a detailed
reconciliation of the Group's statutory results to the adjusted
results.
Interest on tax excluded from the adjusted net finance expense
consist of an interest charge of GBP0.1m (31 March 2021: GBP0.1m;
30 September 2021: GBP0.3m) for movements in respect of uncertain
tax positions.
6 Tax expense on profit
Unaudited six months ended Restated unaudited six Audited year ended 30
31 March 2022 months ended 31 March 2021 September 2021
GBPm GBPm GBPm
Current tax expense
UK corporation tax expense 0.7 (1.0) (1.3)
Foreign tax expense 5.3 3.1 12.8
Adjustments in respect of
prior periods (1.6) - 0.6
---------------------------- --------------------------- ----------------------------
4.4 2.1 12.1
Deferred tax
(credit)/expense
Current year (1.6) 6.8 0.2
Impact of change in rate on
deferred tax 0.1 - 1.8
Adjustments in respect of
prior periods 0.1 (0.1) (0.1)
----------------------------
(1.4) 6.7 1.9
---------------------------- --------------------------- ----------------------------
Total tax expense in Income
Statement(1) 3.0 8.8 14.0
---------------------------- --------------------------- ----------------------------
Effective tax rate 40% 57% 53%
(1) Restated for IAS 38 IFRIC adjustments as detailed in the
basis of preparation (note 1).
Unaudited six months ended Restated unaudited six
31 March months ended 31 March Audited year ended 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Reconciliation of tax
expense in Income Statement
to adjusted tax expense
Total tax expense in Income
Statement 3.0 8.8 14.0
Add back:
Tax on acquired
intangible amortisation 1.6 1.5 3.0
Tax on exceptional items 4.6 0.9 3.1
Other tax adjusting items - - (6.0)
Transfer of deferred tax
liabilities - (1.5) -
Derecognition of deferred
tax assets - (2.6) -
Deferred tax on goodwill
and intangible
amortisation (0.8) (0.7) (1.5)
Impact of rate change (0.1) - -
Share of tax on profits
of associates - - 0.1
Adjustments in respect of
prior periods 1.6 0.1 (0.5)
6.9 (2.3) (1.8)
--------------------------- --------------------------- ----------------------------
Adjusted tax expense 9.9 6.5 12.2
--------------------------- --------------------------- ----------------------------
Adjusted profit before tax
(refer to the glossary to
the Half Year Statement) 38.6 33.2 61.4
Adjusted effective tax rate 25% 20% 20%
--------------------------- --------------------------- ----------------------------
Factors affecting the tax expense
The statutory effective tax rate (ETR) for the period ended 31
March 2022 is 40% compared with 57% for the period ended 31 March
2021. The statutory ETR for the 2022 full year is forecast to be
33% (2021 full year: 53%). The first half statutory ETR is largely
driven by different rates of tax in the Group's overseas
subsidiaries, a one-off intercompany interest expense disallowance
arising as a result of group restructuring activities, and tax
credits relating to the Group's decision to vacate of some of its
office spaces in London and New York (note 4). Also included in the
ETR is the tax impact of non-recoverable withholding tax on
dividends from the Group's Canadian subsidiary as a result of the
Group's change in approach in repatriation strategy.
In 2021 the Group incurred GBP5.4m UK and Canadian withholding
taxes that were subsequently paid to HM Revenue and Customs and the
Canada Revenue Agency in the six months ended 31 March 2022 and are
therefore included within the amounts shown as Income Taxes paid in
the Condensed Consolidated Statement of Cash Flows in that period.
Excluding this payment, the Group has paid GBP7.1m in the six
months ended 31 March 2022. The net amounts paid in the six months
to 31 March 2021 were reduced due to lower cash tax liabilities and
refunds received from New York City, New York State and the Canada
Revenue Agency of GBP2.9m following the resolution of tax
audits.
6 Tax expense on profit continued
Reconciliation of tax expense in Income Statement to adjusted
tax expense
The adjusted effective tax rate for the 2022 half year is 25%
(2021: 20%). The forecast adjusted effective tax rate for the 2022
full year is 23% (2021: 20%). The key drivers of the adjusted ETR
are a non-recurring non-deductible interest expense in the US and
the non-recoverable withholding tax on Canadian dividends.
Current and deferred tax arising on exceptional items is
excluded from the adjusted tax charge as exceptional 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. Share of tax on
profits of associates and joint ventures is calculated on the
adjusted profits
of associates and joint ventures.
The Group also 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. The Group also excludes the tax impact of a
one-off intercompany interest expense disallowance in the US which
arose as a result of group restructuring activities and therefore
does not relate to current year underlying trading.
Factors affecting the tax expense in future years and other tax
matters
As a result of the Group's change to filing combined state tax
returns in New York City (NYC) and New York State (NYS), the Group
settled a tax enquiry into this matter with the NYS Department of
Taxation and Finance in the prior year. As a result of the
settlement with NYS the Group was also required to notify the NYC
Department of Finance, which it did in January 2022. At the period
end date, no enquiry had been opened in NYC into this matter.
As at 31 March 2022, the Group has state tax losses carried
forward in NYC and NYS of GBP49m (30 September 2021: GBP57m) of
which GBP44m (30 September 2021: GBP52m) expires in 2035 and GBP5m
(30 September 2021: GBP5m) expires in 2037. Taking into account
state rates and apportionment factors, the value of the amount
recognised is GBP3.5m (30 September 2021: GBP4.1m).
The group has unrecognised non-trading and capital losses in the
UK of GBP5.6m, trading losses in Singapore of GBP16.4m and federal
losses in the US of GBP14.4m. These losses are not recognised
because it is not probable that appropriate taxable profits will be
generated in the appropriate jurisdiction either for the
foreseeable future, or before the losses in the US expire between
2025 and 2037.
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
GBP10.7m, plus estimated interest to date of GBP2m. Following a
first-tier tax tribunal (FTT) hearing held in May 2020, the Group
received a judgement in its favour. HMRC have appealed this
judgement at the Upper Tier Tribunal and the case will be held in
early July 2022. The Group's assessment after seeking professional
advice 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 October 2021, the 137 members of the Organisation for
Economic Co-operation and Development (OECD) reached an agreement
on two proposed "Pillars" of work addressing the Taxation of the
Digital Economy. The proposals are complex and are subject to
further negotiation with a 2023 target date for implementation of
the proposed changes.
Pillar One is in relation to nexus and profit reallocation
between taxing jurisdictions. In February 2022 the OECD issued a
draft consultation document with draft Model rules on "Amount A"
(the allocation of profits to a jurisdiction) in April 2022.
Currently companies in scope are multinational enterprises (MNEs)
with global turnover above EUR20 billion and profitability above
10%, and therefore it is not probable that this will have an impact
on the Group.
Pillar Two focuses on Global Anti-Base Erosion ("GloBE") and
aims to ensure that large MNEs pay a minimum level of corporate
income tax in countries where they operate. Following a July 2021
meeting of the OECD in the UK, in December 2021 a set of model
GloBE rules were released, including a global minimum 15% tax rate,
with commentary and guidance on the rules issued in March 2022. As
the proposals include a consolidated revenue threshold of EUR750m
(GBP630m), the changes are unlikely to have any impact on the Group
effective tax rate or payments for the foreseeable future. Although
the Group does not currently meet the threshold, we will monitor
the implications of these rules as the discussions proceed.
7 Dividends
Unaudited Unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Amounts recognisable as distributable to equity holders in period
Final dividend for the year ended 30 September 2021 of 12.5p (2020: 11.4p) 13.7 12.4 12.5
Interim dividend for the year ended 30 September 2021 of 5.7p (2020: nil) - - 6.2
------------ ------------ ---------
13.7 12.4 18.7
Employee share trust dividends waived (0.2) (0.1) (0.2)
13.5 12.3 18.5
------------ ------------ ---------
The final dividend for the year to 30 September 2021 was
approved by shareholders at the AGM held on 9 February 2022 and
paid on 15 February 2022.
It is anticipated that the half year dividend of 6.1p (2021:
5.7p) per share will be paid on 24 June 2022 to shareholders on the
register on 27 May 2022. It is expected that the shares will be
marked ex-dividend on 26 May 2022. The half year dividend has not
been included as a liability in this Half Year Financial Statement
in accordance with IAS 10 'Events after the Reporting Period'.
8 Earnings per share
Unaudited Restated(1) unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Profit for the period 4.6 6.6 12.6
Adjustments 24.1 20.1 36.6
------------ ---------------------- ---------
Total adjusted earnings 28.7 26.7 49.2
------------ ---------------------- ---------
Unaudited Unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
Number Number Number
000 000 000
Weighted average number of shares 109,290 109,289 109,289
Shares held by the employee share trusts (1,199) (1,216) (1,207)
------------ -------------------- -----------------
Weighted average number of shares 108,091 108,073 108,082
Effect of dilutive share options 103 199 25
Diluted weighted average number of shares 108,194 108,272 108,107
------------ -------------------- -----------------
Restated(1)
Pence Pence Pence
Earnings per share
Basic 4.2 6.1 11.7
Diluted 4.2 6.1 11.7
Adjusted earnings per share
Basic 26.6 24.7 45.5
Diluted 26.6 24.6 45.5
(1) Restated for IAS 38 IFRIC adjustments as detailed in the
basis of preparation (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 adjusted trading performance reflecting the
performance of the Group. A detailed reconciliation of the Group's
statutory results to the adjusted results is set out in the
glossary to the Half Year Report.
9 Acquisitions and disposals
PURCHASE OF BUSINESS
Boardroom Insiders Inc
On 20 January 2022, the Group acquired 100% of the equity share
capital of Boardroom Insiders Inc. for $25.3m (GBP18.7m). Boardroom
Insiders is a market-leading provider of people intelligence to
technology companies and professional services. The business has
profiles on over 30,000 executives and key decision makers. These
profiles, and the intelligence provided from its proprietary
analytics capability, are primarily used by sales teams for
business development and account management purposes. Boardroom
Insiders 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:
Fair value Provisional
Book value adjustments fair value
GBPm GBPm GBPm
Intangible assets - 12.5 12.5
Trade and other receivables 0.6 - 0.6
Trade and other payables (0.2) - (0.2)
Deferred tax liabilities - (0.1) (0.1)
Contract liabilities (1.5) 0.2 (1.3)
Cash and cash equivalents 0.3 - 0.3
(0.8) 12.6 11.8
----------- ------------ ------------
Net assets acquired (100%) 11.8
Goodwill 6.9
Total consideration 18.7
------------
Consideration satisfied by:
Cash 16.6
Deferred consideration 1.8
Working capital adjustments 0.3
18.7
------------
Net cash outflow arising on acquisition:
Cash consideration 16.9
Less: cash and cash equivalent balances
acquired (0.3)
16.6
------------
Intangible assets represent customer relationships of $8.2m
(GBP6.0m), a database of $5.9m (GBP4.4m), a platform of $1.9m
(GBP1.4m) and a brand of $0.9m (GBP0.7m) for which amortisation of
$0.6m (GBP0.5m) has been charged for the six months ended 31 March
2022. The intangible assets will be amortised over their respective
useful economic lives; customer relationships of 11 years, database
of 3 years, platform of 3.5 years and brand 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 deferred tax represents the
deferred tax impact of the acquisition accounting, mainly being the
adjustment to contract liabilities.
Boardroom Insiders contributed GBP0.6m to the Group's revenue
and GBP0.1m, before acquired intangible amortisation, to the
Group's operating profit and profit before tax between the date of
acquisition and 31 March 2022. If the acquisition had been
completed on the first day of the financial year, Boardroom
Insiders would have contributed GBP1.6m to the Group's revenue and
a loss of GBP0.1m to the Group's operating profit and profit before
tax.
For the six months ended 31 March 2022, acquisition related
costs of GBP0.4m relating to the Boardroom Insiders acquisition
have been charged to the Consolidated Income Statement.
10 Investments
Investment Other
equity investments
in associates Total
GBPm GBPm GBPm
At 1 October 2020 8.8 - 8.8
Additions - 0.1 0.1
Revaluation - 0.1 0.1
At 30 September 2021 8.8 0.2 9.0
-------------- ------------------- -------
Share of profits before tax and acquired intangible amortisation 0.2 - 0.2
Share of acquired intangible amortisation (0.2) - (0.2)
At 31 March 2022 8.8 0.2 9.0
-------------- ------------------- -------
The investment in associates is accounted for using the equity
method in these condensed consolidated interim financial
statements. Other equity investments are classified as financial
assets measured at fair value through other comprehensive
income.
Unaudited Unaudited Audited
six months six months year
ended ended ended
31 March 31 March 30 Sept
2022 2021 2021
GBPm GBPm GBPm
Reconciliation of share of results in associates in Income Statement to
adjusted share of
results in associates
Total share of results in associates in Income Statement - (0.1) -
Add back:
Share of acquired intangible amortisation 0.2 0.2 0.3
Adjusted share of results in associates 0.2 0.1 0.3
------------ ------------ ---------
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. Refer to the glossary to the Half Year
Report.
10 Investments continued
Information on investment in associates:
Year Date of Type Group Registered
Principal activity ended acquisition of holding interest office
Investment
in associates
Zanbato, Inc Private capital 30 Sept Sept 2015 Ordinary 11.8% 715 N Shoreline
(Zanbato) placement and Boulevard,
workflow Mountain
View CA,
94043, United
States
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 GBP0.2m (31 March 2021: GBP0.2m; 30 September 2021:
GBP0.3m) relating to the database intangible asset.
The Group has two other equity investments measured at fair
value through other comprehensive income, Estimize has a fair value
of nil at 31 March 2022 (2021: nil) and NDR Investment Solutions
strategies fair value as at 31 March 2022 is GBP0.2m (2021:
GBP0.2m).
11 Goodwill and other intangibles
There was an increase in goodwill in the six months to 31 March
2021 of GBP15.3m. This movement relates to exchange differences of
GBP8.4m and GBP6.9m arising on the acquisition of Boardroom
Insiders (note 9). Acquired intangible assets increased by GBP6.1m
due to GBP12.5m arising on the acquisition of Boardroom Insiders
(note 9) and exchange differences of GBP4.0m, offset by GBP10.4m of
amortisation.
The net carrying value of goodwill and other intangible assets
is as follows:
Unaudited Audited
as at as at
31 March 30 Sept
2022 2021
GBPm GBPm
Goodwill 472.4 457.1
---------- ---------
Trademarks and brands 75.3 77.6
Customer relationships 82.8 78.5
Databases and software 24.4 20.3
---------- ---------
Total acquired intangible assets 182.5 176.4
Internally generated intangible assets 12.3 11.8
---------- ---------
Total intangible assets 194.8 188.2
---------- ---------
Total 667.2 645.3
---------- ---------
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 the 2021 Annual Report and
Accounts.
Acquired intangible amortisation for the period ended 31 March
2022 is GBP10.4m (31 March 2021: GBP9.4m; 30 September 2021:
GBP19.0m).
The Group assesses, at each reporting period, whether there is
an indication that an asset might be impaired, and if such
indication exists, estimate the asset's recoverable amount. For the
period ended 31 March 2022 the Group considered, amongst other
factors, the performance of assets and groups of cash generating
units in the first half compared to the forecasts used in the
year-end impairment tests as well as the Group's latest expectation
of future cash flows. No indicators of impairment were
identified.
12 Right of use assets
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 period.
Leasehold office space
2022 GBPm
Cost
At 1 October 2021 60.6
Additions 0.2
Disposals (0.2)
Exchange differences 0.8
------------------------
At 31 March 2022 61.4
------------------------
Depreciation and impairments
At 1 October 2021 16.4
Depreciation 3.0
Impairments 15.5
Disposals (0.2)
Exchange differences 0.2
------------------------
At 31 March 2022 34.9
------------------------
Net book value at 31 March 2022 26.5
------------------------
Leasehold office space
2021 GBPm
Cost
At 1 October 2020 61.2
Additions 0.5
Balance at acquisition of company 1.9
Disposals (0.3)
Reassessments (1.1)
Exchange differences (1.6)
------------------------
At 30 September 2021 60.6
------------------------
Depreciation and impairments
At 1 October 2020 7.8
Depreciation 6.6
Impairments 2.4
Disposals (0.3)
Exchange differences (0.1)
------------------------
At 30 September 2021 16.4
------------------------
Net book value at 30 September 2021 44.2
------------------------
Impairments
The Group intends to exit its New York office. After exploring
options, it has recognised exceptional impairments against
property, plant and equipment of GBP1.6m and ROU assets of GBP4.8m
(note 4). The ROU asset will be disposed of when the lease is
exited.
The Group intends to sublet a portion of its London offices and
has recognised an impairment of GBP10.7m against ROU assets and
GBP2.0m against related property, plant and equipment (note 4),
fully writing down the related assets. The recoverable value using
value in use methodology utilising discounted cash flows, assuming
that market rents will be received for a period of three years
following an initial 12-month period where the space is vacant for
fit-out and marketing. The assumptions reflect advice that the
Group received from its property advisers. A pre-tax discount rate
of 9.7% was used. The sublease term would have to increase to four
years and three months before the impairment would be reversed. The
impairment charge is not sensitive to the market rents
assumption.
Rent expense
The rent expense recognised in the Consolidated Income Statement
in respect of short-term leases was GBP0.3m (31 March 2021:
GBP0.2m; 30 September 2021: GBP0.4m).
13 Lease liabilities
The table below shows the movements in lease liabilities during
the period.
Lease liabilities
GBPm
At 30 September 2020 70.1
Additions 0.5
Balance at acquisition of company 1.9
Reassessments (1.1)
Finance charge in year 1.8
Lease payments in year (9.8)
Exchange differences (1.7)
------------------
At 30 September 2021 61.7
------------------
Additions 0.2
Finance charge in year 0.8
Lease payments in year (4.7)
Exchange differences 0.8
------------------
At 31 March 2022 58.8
------------------
The maturity profile of the Group's lease payments is shown
below.
Lease payments
Timing of future lease payments GBPm
Within 12 months 9.1
1 - 3 years 22.0
4 - 5 years 13.9
Over 5 years 21.4
---------------
66.4
Impact of discounting future lease payments (7.6)
---------------
Lease liabilities at 31 March 2022 58.8
---------------
14 Financial instruments
The Group's financial assets and liabilities are as follows:
Unaudited Audited
as at as at
31 March 30 Sept
2022 2021
GBPm GBPm
Financial assets
Fair value through profit or loss (FVTPL) assets
Derivative instruments 0.5 1.9
Cash and cash equivalents - money market funds 5.4 26.5
Fair value through other comprehensive income (FVTOCI) assets
Other equity investments 0.2 0.2
Amortised cost
Trade receivables and other debtors 99.9 79.0
Cash and cash equivalents - amortised cost 7.1 6.0
113.1 113.6
---------- ---------
Financial liabilities
Fair value through profit or loss liabilities
Derivative instruments (1.9) (0.9)
Amortised cost -
Acquisition commitments (0.1) (0.1)
Deferred consideration (1.9) -
Borrowings and payables (67.5) (89.1)
(71.4) (90.1)
---------- ---------
The Group recorded an expected credit loss of GBPnil (31 March
2021: GBP1.5m) in the first half as a result of updating the
expected credit loss provision for the latest aging and credit loss
assumptions. There is no material exposure to the ongoing war in
Ukraine, including the resulting cessation of trade with businesses
in Russia.
Fair value of financial instruments
The fair values of financial assets and financial liabilities
are determined in accordance with IFRS 13 'Fair Value Measurement'
as follows:
Level 1
The fair value of financial assets and financial liabilities with standard
terms and conditions and traded on active liquid markets is determined
-- with reference to quoted market prices.
Level 2
The fair value of other financial assets and financial liabilities
(excluding derivative instruments) is determined in accordance with
generally accepted pricing models based on discounted cash flow analysis
using prices from observable current market transactions and dealer
-- quotes for similar instruments.
Foreign currency forward contracts are measured using quoted forward
exchange rates and yield curves derived from quoted interest rates
-- matching maturities of the contracts.
Money market funds are valued at the closing price reported by the
-- fund sponsor.
Level 3
If one or more significant inputs are not based on observable market
-- data, the instrument is included in level 3.
14 Financial instruments continued
Other financial instruments not recorded at fair value
The Directors consider that the carrying amounts of financial
assets and financial liabilities recorded at amortised cost in the
Financial Statements approximate their fair values.
The Group classifies its financial instruments into the
following categories:
IFRS 9
Financial instrument category measurement category Fair value measurement hierarchy
Derivative instruments FVTPL(1) 2
Other equity investments FVTOCI 3
Deferred consideration asset Amortised cost N/A
Receivables Amortised cost N/A
Cash and cash equivalents - cash at bank and short-term
deposits Amortised cost N/A
Cash and cash equivalents - money market funds FVTPL 2
Deferred consideration liability Amortised cost N/A
Acquisition commitments Amortised cost N/A
Borrowings and payables Amortised cost N/A
(1) Changes in fair value to derivatives designated in cash flow
hedging relationships, to the extent that the hedge is effective,
are taken to the hedging reserve through other comprehensive
income. Any ineffectiveness is recognised in profit or loss.
Movements in assets/(liabilities) arising from financing
activities:
Interest
and other
As at 30 Sept 2021 Cash flow non-cash movements Foreign exchange As at 31 March 2022
GBPm GBPm GBPm GBPm GBPm
Net cash comprises:
Cash and cash
equivalents 32.5 (20.5) 0.5 12.5
Borrowings - 0.1 (0.1) - -
------------------- ---------- -------------------- ----------------- --------------------
Net cash 32.5 (20.4) (0.1) 0.5 12.5
------------------- ---------- -------------------- ----------------- --------------------
Analysis of changes
in liabilities from
financing activities
Borrowings - 0.1 (0.1) - -
Other financing items
- Prepaid bank fees 1.2 - (0.3) - 0.9
Interest payable (2.5) 0.6 (1.1) - (3.0)
Lease liabilities (61.7) 4.7 (1.0) (0.8) (58.8)
Acquisition
commitments (0.1) - - - (0.1)
------------------- ---------- -------------------- ----------------- --------------------
Total liabilities
from financing
activities (63.1) 5.4 (2.2) (0.8) (61.0)
------------------- ---------- -------------------- ----------------- --------------------
15 Borrowings
Unaudited Audited
as at as at
31 March 30 Sept
2022 2021
GBPm GBPm
Undrawn available committed facilities 190.0 190.0
---------- ---------
The Group's principal source of borrowings is provided through a
committed bank facility. The facility is available to the Group
until May 2024, with two additional one-year extension options
available. Since the reporting date, this facility has been
extended by a year, to May 2025. There is a further accordion
facility of GBP130m should the Group wish to request it. Drawings
under the revolving credit facility bear interest charged at
risk-free rates plus a margin, the applicable margin being based on
the Group's ratio of adjusted net debt to EBITDA.
16 Called up share capital
Unaudited Audited
as at as at
31 March 30 Sept
2022 2021
GBPm GBPm
Allotted, called up and fully paid
109,290,215 ordinary shares of 0.25p each
(March 2021: 109,289,406 ordinary shares of 0.25p each)
(September 2021: 109,289,530 ordinary shares of 0.25p each) 0.3 0.3
---------- ---------
17 Events after the balance sheet date
On 28 April 2022, the Group agreed an extension to its committed
bank facility, up to 11 May 2025, with an additional one-year
extension options available.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) these Condensed Consolidated Interim Financial Statements, which
have been prepared in accordance with IAS 34 'Interim Financial Reporting',
give a true and fair view of the assets, liabilities, financial position
and profit of the Group as required by DTR 4.2.4R;
(b) this Half Year Report includes a fair review of the information required
by DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and uncertainties for the
remaining six months of the year); and
(c) this Half Year Report includes a fair review of the information required
by DTR 4.2.8R (disclosure of related party transactions and changes
therein).
By order of the Board,
Andrew Rashbass
Chief Executive Officer
18 May 2022
Wendy Pallot
Chief Financial Officer
18 May 2022
Independent review report to Euromoney Institutional Investor
PLC
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed Euromoney Institutional Investor PLC's
condensed consolidated interim financial statements (the "interim
financial statements") in the Half Year Report of Euromoney
Institutional Investor PLC for the six month period ended 31 March
2022 (the "period").
Based on our review, nothing has come to our attention that
causes us to believe that the interim financial statements are not
prepared, in all material respects, in accordance with UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority.
The interim financial statements comprise:
-- the Condensed Consolidated Statement of Financial Position at 31
March 2022;
-- the Condensed Consolidated Income Statement and Condensed Consolidated
Statement of Comprehensive Income for the period then ended;
-- the Condensed Consolidated Statement of Changes in Equity for the
period then ended;
-- the Condensed Consolidated Statement of Cash Flows for the period
then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements included in the Half Year
Report of Euromoney Institutional Investor PLC have been prepared
in accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
What a review of interim financial statements involves
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and,
consequently, does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Half Year
Report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The Half Year Report, including the interim financial
statements, is the responsibility of, and has been approved by the
directors. The directors are responsible for preparing the Half
Year Report in accordance with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Our responsibility is to express a conclusion on the interim
financial statements in the Half Year Report based on our review.
This report, including the conclusion, has been prepared for and
only for the company for the purpose of complying with the
Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We
do not, in giving this conclusion, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
18 May 2022
Directors
Executive Directors
Andrew Rashbass (Chief Executive Officer)
Wendy Pallot (Chief Financial Officer)
Non-executive Directors
Jan Babiak ++ (Senior Independent Director)
John (Jack) Callaway --
Colin Day -- ++
India Gary-Martin --
Imogen Joss ++
Tim Pennington --
Leslie Van de Walle ++ (Chair)
member of the Remuneration Committee
++ member of the Nominations Committee
-- member of the Audit & Risk Committee
Board and Committee Composition Changes
On 1 March 2022, John Callaway was appointed to the Board as a
Non-Executive Director and as a member of the Audit & Risk
Committee.
Shareholder Information
Financial calendar
2022 half year results announcement Thursday 19 May 2022
Half year dividend ex-dividend
date Thursday 26 May 2022
Half year dividend record date Friday 27 May 2022
Payment of 2022 half year dividend Friday 24 June 2022
Trading update Thursday 21 July 2022*
Tuesday 22 November
2022 final results announcement 2022*
Tuesday 29 November
Final dividend ex-dividend date 2022*
Wednesday 30 November
Final dividend record date 2022*
Thursday 2 February
Trading update 2023*
Thursday 2 February
2023 AGM (approval of final dividend) 2023*
Wednesday 8 February
Payment of final dividend 2023*
* Provisional dates and subject to change
Company Secretary and registered office
Tim Bratton
8 Bouverie Street
London
EC4Y 8AX
England registered number : 954730
Shareholder enquiries
Administrative enquiries about a holding of Euromoney
Institutional Investor PLC shares should be directed in the first
instance to the Company's registrars, Equiniti:
Telephone: 0371 384 2951 Lines are open 8:30am to 5:30pm (UK
time), Monday to Friday, excluding English public holidays.
Overseas Telephone: (00) 44 121 415 0246
A number of facilities are available to shareholders through the
secure online site: www.shareview.co.uk.
Advisors
Independent Auditor Brokers Solicitors Registrars
PricewaterhouseCoopers UBS Cameron McKenna Equiniti
LLP 5 Broadgate Nabarro Olswang Aspect House
1 Embankment Place London LLP Spencer Road
London EC2M 2QS 78 Cannon Street Lancing
WC2N 6RH London West Sussex
EC4N 6AF BN99 6DA
Numis Securities Freshfields Bruckhaus
Limited 100 Bishopsgate
45 Gresham Street London
London EC2P 2SR
EC2V 7BF
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END
IR MZGMKGRRGZZZ
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May 19, 2022 02:01 ET (06:01 GMT)
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