Thomson Reuters
Reports Second-Quarter 2020 Results
Full-year outlook reaffirmed; free
cash flow outlook raised
Second-quarter outlook achieved and
new third-quarter outlook provided
TORONTO, Aug. 5, 2020 /PRNewswire/ -- Thomson Reuters
(TSX/NYSE: TRI) today reported results for the second quarter ended
June 30, 2020.
"I am pleased to report that the company met or exceeded each of
the financial guidance metrics provided in May for the second
quarter. And, given our performance for the second quarter and
first half, we have increasing confidence in how our businesses
will perform over the remainder of the year. Therefore, we are
raising our free cash flow outlook and reaffirming the rest of our
full-year 2020 guidance," said Steve
Hasker, President and CEO of Thomson Reuters.
"I again want to express my appreciation to our employees for
their flexibility, fortitude and ongoing support of our customers
as they shifted from the office to working from home. Importantly,
we have seen an improvement in both productivity and customer
satisfaction during this period."
"As we look ahead, we see tangible opportunities to better serve
our customers with solutions that are digital, virtual, real-time
and automated. Today's environment has reinforced that view, and
our customers are demanding it. We have an opportunity to reimagine
the end-to-end customer experience through simplification,
innovation and enhanced product integration, which I believe will
present substantive opportunities to further fuel our growth and
realize substantial efficiencies."
Consolidated Financial Highlights -
Three Months Ended June 30
Three Months Ended
June 30,
(Millions of U.S. dollars, except for adjusted EBITDA margin and
EPS)
(unaudited)
|
IFRS Financial Measures(1) |
2020 |
2019(2) |
Change |
Change at
Constant
Currency |
Revenues |
$1,405 |
$1,423 |
-1% |
|
Operating profit |
$365 |
$447 |
-18% |
|
Diluted earnings per share (EPS) |
$0.25 |
$0.36 |
-31% |
|
Cash flow from operations |
$422 |
$113 |
288% |
|
Non-IFRS Financial
Measures(1) |
|
|
|
|
Revenues |
$1,405 |
$1,423 |
-1% |
0% |
Adjusted EBITDA |
$479 |
$355 |
35% |
34% |
Adjusted EBITDA margin |
34.1% |
25.0% |
910bp |
840bp |
Adjusted EPS |
$0.44 |
$0.29 |
52% |
48% |
Free cash flow |
$305 |
$1 |
n/m |
|
n/m: not meaningful
(1) In addition to results
reported in accordance with International Financial Reporting
Standards (IFRS), the company uses certain non-IFRS financial
measures as supplemental indicators of its operating performance
and financial position. These and other non-IFRS financial measures
are defined and reconciled to the most directly comparable IFRS
measures in the tables appended to this news release.
(2) 2019 results have been revised
to correct for certain immaterial misstatements. For additional
information, see the "Revision of Prior-Period Financial
Statements" section of this news release. |
Revenues decreased 1% as growth in recurring revenues was
more than offset by expected declines in Global Print and
transactions revenues, as well as a negative impact from foreign
currency that reduced revenues by $21
million (approximately 1%).
- As expected, organic revenues decreased 2% reflecting the
declines in Global Print (down 17%) and transactions revenues (down
19%).
- Recurring revenues, which comprised 81% of total revenues, grew
4% before currency and 3% organically.
- The company's "Big 3" segments (Legal Professionals, Corporates
and Tax & Accounting Professionals), which collectively
comprised approximately 80% of second-quarter revenues, reported
organic revenue growth of 2%, driven by 4% growth in recurring
revenues.
Operating profit decreased as the prior-year period
included a significantly higher benefit from the revaluation of
warrants that the company holds in Refinitiv relating to the
proposed sale of Refinitiv to London Stock Exchange Group plc
(LSEG), which is discussed later in this news release.
- Adjusted EBITDA, which excludes the impact of the
warrant revaluation among other items, increased 35% due to the
completion of the program in 2019 to reposition the company
following the separation from Financial & Risk (F&R) and
lower expenses from the company's COVID-19-related efforts to
mitigate 2020 annual costs by $100
million. The related margin increased to 34.1% from 25.0% in
the prior-year period.
Diluted EPS decreased to $0.25 per share from $0.36 per share in the prior-year period
primarily due to lower operating profit, which reflects the impact
of the warrant revaluation.
- Adjusted EPS, which excludes the warrant revaluation as
well as other adjustments, increased to $0.44 from $0.29 in
the prior-year period, primarily due to higher adjusted
EBITDA.
Cash flow from operations increased to $422 million from $113
million due to significantly higher costs and investments in
the prior-year period to reposition Thomson Reuters following the
separation of F&R from the company, favorable working capital
movements and savings from the company's COVID-19-related cost
mitigation efforts.
- Free cash flow was $305
million and increased for the same reasons.
Highlights by Customer Segment - Three
Months Ended June 30
(Millions of U.S.
dollars, except for adjusted EBITDA margins)
(unaudited) |
|
|
|
Three Months
Ended |
|
|
|
|
|
|
June 30, |
|
Change |
|
|
2020 |
2019(1) |
|
Total |
Constant
Currency |
Organic(2) |
Revenues |
|
|
|
|
|
|
|
Legal Professionals |
|
$620 |
$605 |
|
2% |
3% |
1% |
Corporates |
|
329 |
315 |
|
4% |
6% |
5% |
Tax & Accounting Professionals |
|
168 |
182 |
|
-8% |
-4% |
0% |
"Big 3" Segments Combined |
|
1,117 |
1,102 |
|
1% |
3% |
2% |
Reuters News |
|
155 |
156 |
|
-1% |
0% |
-11% |
Global Print |
|
134 |
164 |
|
-19% |
-17% |
-17% |
Eliminations/Rounding |
|
(1) |
1 |
|
|
|
|
Revenues |
|
$1,405 |
$1,423 |
|
-1% |
0% |
-2% |
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
|
|
|
|
|
Legal Professionals |
|
$254 |
$229 |
|
11% |
11% |
|
Corporates |
|
118 |
98 |
|
21% |
21% |
|
Tax & Accounting Professionals |
|
54 |
59 |
|
-9% |
-6% |
|
"Big 3" Segments Combined |
|
426 |
386 |
|
10% |
11% |
|
Reuters News |
|
25 |
19 |
|
24% |
6% |
|
Global Print |
|
54 |
72 |
|
-25% |
-24% |
|
Corporate costs |
|
(26) |
(122) |
|
n/a |
n/a |
|
Adjusted EBITDA |
|
$479 |
$355 |
|
35% |
34% |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA Margin |
|
|
|
|
|
|
|
Legal Professionals |
|
40.9% |
37.8% |
|
310bp |
280bp |
|
Corporates |
|
35.9% |
30.9% |
|
500bp |
450bp |
|
Tax & Accounting Professionals |
|
31.9% |
32.3% |
|
-40bp |
-80bp |
|
"Big 3" Segments Combined |
|
38.1% |
34.9% |
|
320bp |
270bp |
|
Reuters News |
|
15.6% |
12.5% |
|
310bp |
70bp |
|
Global Print |
|
40.5% |
44.1% |
|
-360bp |
-390bp |
|
Corporate costs |
|
n/a |
n/a |
|
n/a |
n/a |
|
Adjusted EBITDA margin |
|
34.1% |
25.0% |
|
910bp |
840bp |
|
n/a: not applicable
(1) For comparative purposes, 2019 segment results have been
adjusted to reflect the current period presentation. For additional
information, see the "Adjustments to Prior-Period Segment Results"
section of this news release.
(2) Computed for revenue growth only. |
Unless otherwise noted, all revenue
growth comparisons by customer segment in this news release are at
constant currency (or exclude the impact of foreign
currency) as Thomson Reuters believes this provides the best basis
to measure their performance.
Legal Professionals
Revenues increased 3% (1% organic) to $620 million.
- Recurring revenues grew 5% (94% of total), driven by organic
revenue growth of 3% and contributions from HighQ and Pondera,
which were acquired in July 2019 and
March 2020, respectively.
- Transactions revenues declined 17% (6% of total) due to a delay
in Elite installations, a slowing of transactional sales and the
cancellation of some in-person events. Transactions revenues
declined 19% organically.
Adjusted EBITDA increased 11% to $254 million.
- The margin increased to 40.9% from 37.8%, primarily due to
higher revenues and lower expenses from the company's
COVID-19-related cost mitigation efforts.
Corporates
Revenues increased 6% (5% organic) to $329 million, primarily due to strong recurring
revenue growth. Growth of 6% also reflected contributions from the
July 2019 acquisitions of
Confirmation and HighQ, which more than offset a loss of revenues
following the sale of the Pangea3/Legal Managed Services business
in May 2019.
- Recurring revenues grew 7% (86% of total), all organic.
- Transactions revenues declined 2% (14% of total).
Adjusted EBITDA increased 21% to $118 million.
- The margin increased to 35.9% from 30.9%, primarily due to
higher revenues and lower expenses from the company's
COVID-19-related cost mitigation efforts.
Tax & Accounting Professionals
Revenues of $168
million decreased 4%, as expected (organic revenues were
unchanged). The decrease was due to a 3% negative impact related to
the delay in transactional Pay-Per-Return tax filings resulting
from the extended U.S. federal tax filing deadline to July 15, 2020 and a loss of revenues following
the sale of the Aumentum government business in November 2019. If $6
million of Pay-Per-Return tax filings had not been delayed
to the third quarter, Tax & Accounting Professionals' organic
revenues would have increased 3%. The $6
million in delayed revenues was recorded in July and will be
reflected in the segment's third-quarter results.
- Recurring revenues declined 3% (81% of total), driven by the
loss of revenues from the sale of the Aumentum government business.
Organic recurring revenues grew 4%.
- Transactions revenues declined 6% (19% of total), driven by an
organic revenue decline of 14%, primarily due to the delayed
Pay-Per-Return tax filings.
Adjusted EBITDA declined 9% to $54 million.
- The margin decreased from 32.3% to 31.9%, primarily due to the
decline in revenues.
- The Tax & Accounting Professionals segment is the company's
most seasonal business with nearly 60% of full-year revenues
typically generated in the first and fourth quarters. Because of
this, the margin performance in this segment historically has been
generally higher in the first and fourth quarters as costs are
typically incurred in a more linear fashion throughout the
year.
Reuters News
Revenues of $155
million were relatively flat and organic revenues decreased
11% primarily due to the COVID-19-related cancellation of in-person
events in the Reuters Events business (formerly FC Business
Intelligence), which was acquired in October
2019.
- All of Reuters Events in-person conferences have been postponed
through the third quarter.
- In the third quarter of 2020, the company expects Reuters News
total revenues to decline between 2% and 4%. Full-year 2020
revenues are expected to decline between 4% and 6%.
Adjusted EBITDA was $25
million, up $6 million from
the prior-year period mainly due to a benefit from one-time items
and currency.
Global Print
Revenues decreased 17% to
$134 million, as expected, due to the
continuing delay in shipments of content.
In the third quarter of 2020, the company expects Global Print's
revenues to decline between 7% and 15%, primarily due to the
continuing delay in shipping some print materials as many customers
continue to work from home and are not at their offices to accept
shipments throughout the phased re-openings of the U.S. and various
other countries. As these print materials have historically been
viewed as critical content by law firms and government agencies,
the company currently expects most of these shipments will
eventually take place by the end of 2020. Full-year revenues for
Global Print are expected to decline between 7%-11%.
Adjusted EBITDA decreased 25% to
$54 million.
- The margin decreased from 44.1% to 40.5% due to the decline in
revenues.
Corporate Costs
Corporate costs at the adjusted EBITDA level were
$26 million compared to $122 million in the prior-year period. The
decline primarily reflected the completion of the company's program
in 2019 to reposition Thomson Reuters following the separation of
F&R, which required significant costs and investments. In
addition, the first half of 2020 benefited from some favorable
timing items that are not expected to continue.
Consolidated Financial Highlights –
Six Months Ended June 30
Six Months Ended
June 30,
(Millions of U.S. dollars, except for adjusted EBITDA margin and
EPS)
(unaudited)
|
IFRS Financial Measures(1) |
2020 |
2019(2) |
Change |
Change at
Constant
Currency |
Revenues |
$2,925 |
$2,910 |
1% |
|
Operating profit |
$655 |
$721 |
-9% |
|
Diluted EPS |
$0.64 |
$0.56 |
14% |
|
Cash flow from operations |
$598 |
$83 |
635% |
|
Non-IFRS Financial
Measures(1) |
|
|
|
|
Revenues |
$2,925 |
$2,910 |
1% |
2% |
Adjusted EBITDA |
$959 |
$752 |
27% |
27% |
Adjusted EBITDA margin |
32.8% |
25.8% |
700bp |
650bp |
Adjusted EPS |
$0.92 |
$0.65 |
42% |
40% |
Free cash flow |
$340 |
$(176) |
n/m |
|
n/m: not meaningful
(1) In addition to results
reported in accordance with IFRS, the company uses certain non-IFRS
financial measures as supplemental indicators of its operating
performance and financial position. These and other non-IFRS
financial measures are defined and reconciled to the most directly
comparable IFRS measures in the tables appended to this news
release.
(2) 2019 results have been revised
to correct for certain immaterial misstatements. For additional
information, see the "Revision of Prior-Period Financial
Statements" section of this news release. |
Revenues increased 1% as growth in recurring revenues
more than offset a decline in Global Print revenues, as well as a
negative impact from foreign currency that reduced revenues by
$35 million (approximately 1%).
- Organic revenue growth was flat as 4% growth in recurring
revenues, which comprised 79% of total revenues, was offset by
declines in transactions and Global Print revenues.
- The company's "Big 3" segments reported organic revenue growth
of 3%, driven by 4% growth in recurring revenues, and collectively
comprised approximately 80% of revenues in the first half of the
year.
Operating profit declined as the prior-year period
included a significantly higher benefit from the revaluation of
warrants that the company holds in Refinitiv.
- Adjusted EBITDA, which excludes the impact of the
warrant revaluation among other items, increased 27%, primarily due
to lower costs reflecting the completion of the F&R separation
program, which required significant costs and investments in the
prior-year period and lower expenses from the company's
COVID-19-related cost mitigation efforts. The related margin
increased to 32.8% from 25.8% in the prior-year period.
Diluted EPS increased to $0.64 per share compared to $0.56 per share in the prior-year period as lower
losses from the company's 45% equity interest in Refinitiv and
currency benefits from the revaluation of certain intercompany
financing arrangements more than offset higher income taxes and
lower operating profit due to the impact of the warrant
revaluation.
- Adjusted EPS, which excludes the company's equity
interest in Refinitiv, the currency revaluation benefits, the
warrant revaluation and other adjustments, increased to
$0.92 from $0.65 in the prior-year period, primarily due to
higher adjusted EBITDA.
Cash flow from operations increased primarily because the
prior-year period included a $167
million pension contribution as well as significantly higher
costs and investments to reposition Thomson Reuters following the
separation from F&R. Cash flow also benefited from savings
related to the company's COVID-19-related cost mitigation efforts
in the current period.
- Free cash flow increased for the same reasons.
Highlights by Customer Segment – Six
Months Ended June 30
(Millions of U.S.
dollars, except for adjusted EBITDA margins)
(unaudited) |
|
|
Six Months Ended
June 30, |
|
Change |
|
|
2020 |
2019(1) |
|
Total |
Constant
Currency |
Organic(2) |
Revenues |
|
|
|
|
|
|
|
Legal Professionals |
|
$1,246 |
$1,205 |
|
3% |
4% |
3% |
Corporates |
|
696 |
661 |
|
5% |
6% |
5% |
Tax & Accounting Professionals |
|
386 |
404 |
|
-4% |
-1% |
0% |
"Big 3" Segments Combined |
|
2,328 |
2,270 |
|
3% |
4% |
3% |
Reuters News |
|
310 |
311 |
|
0% |
0% |
-8% |
Global Print |
|
289 |
329 |
|
-12% |
-11% |
-11% |
Eliminations/Rounding |
|
(2) |
- |
|
|
|
|
Revenues |
|
$2,925 |
$2,910 |
|
1% |
2% |
0% |
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
|
|
|
|
|
Legal Professionals |
|
$484 |
$458 |
|
6% |
6% |
|
Corporates |
|
235 |
209 |
|
13% |
13% |
|
Tax & Accounting Professionals |
|
138 |
151 |
|
-8% |
-6% |
|
"Big 3" Segments Combined |
|
857 |
818 |
|
5% |
5% |
|
Reuters News |
|
44 |
42 |
|
3% |
-12% |
|
Global Print |
|
117 |
146 |
|
-20% |
-19% |
|
Corporate costs |
|
(59) |
(254) |
|
n/a |
n/a |
|
Adjusted EBITDA |
|
$959 |
$752 |
|
27% |
27% |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA Margin |
|
|
|
|
|
|
|
Legal Professionals |
|
38.8% |
38.0% |
|
80bp |
70bp |
|
Corporates |
|
33.8% |
31.5% |
|
230bp |
180bp |
|
Tax & Accounting Professionals |
|
35.7% |
37.3% |
|
-160bp |
-190bp |
|
"Big 3" Segments Combined |
|
36.8% |
36.0% |
|
80bp |
60bp |
|
Reuters News |
|
14.1% |
13.6% |
|
50bp |
-170bp |
|
Global Print |
|
40.5% |
44.4% |
|
-390bp |
-420bp |
|
Corporate costs |
|
n/a |
n/a |
|
n/a |
n/a |
|
Adjusted EBITDA margin |
|
32.8% |
25.8% |
|
700bp |
650bp |
|
|
n/a: not
applicable
(1) For comparative purposes, 2019 segment results have been
adjusted to reflect the current period presentation. For additional
information, see the "Adjustments to Prior-Period Segment Results"
section of this news release.
(2) Computed for revenue growth only. |
Business Outlook for 2020
Thomson Reuters today increased its full-year 2020 outlook for
free cash flow and reaffirmed all other metrics for full-year 2020
that it previously communicated on May
5, 2020. While the company's second-quarter
performance provides it with increasing confidence about its
full-year outlook, it is still too early to predict with certainty
how and when world markets may recover. The company has also
provided an outlook for the third quarter of 2020.
The company's outlook for 2020 continues to assume constant
currency rates and excludes the impact of any future acquisitions
or dispositions that may occur in 2020. Thomson Reuters believes
that this type of guidance provides useful insight into the
performance of its businesses.
Third-Quarter 2020
Outlook (New)
Total company revenues and total organic revenues for the third
quarter of 2020 are expected to grow between 1.0% and 2.0%. The
company's revenues continue to be negatively affected by Reuters
News and delays in shipping of certain Global Print materials.
The company's "Big 3" segments (Legal Professionals, Corporates
and Tax & Accounting Professionals) collectively are expected
to achieve revenue growth and organic growth between 3.0% and 4.0%
in the third quarter of 2020.
Full-Year 2020 Outlook – Reaffirms Outlook previously
provided on May 5, 2020
(1)
|
Total Thomson Reuters
2020 Outlook |
Big 3
2020 Outlook |
|
Before currency
and excluding the impact of future
acquisitions/dispositions |
Total Revenue Growth |
1.0% - 2.0% |
3.0% - 4.0% |
Organic Revenue Growth |
0% - 1.0% |
3.0% - 4.0% |
Adjusted EBITDA Margin |
31.0% – 32.0% |
36.0% – 37.0% |
Corporate Costs |
$140 - $150 million |
|
Free Cash Flow |
$1.0 - $1.1 billion |
|
Capital Expenditures - % of
Revenue |
7.5% - 8.0% |
|
Depreciation & Amortization of
Computer Software |
$625 - $650 million |
|
Interest Expense (P&L) |
$190 - $215 million |
|
Effective Tax Rate on Adjusted
Earnings |
Approx. 17% - 19% |
|
(1) |
The company increased its free cash flow outlook
from ~$1.0 billion to $1.0-$1.1 billion as part of this news
release. |
The information in
this section is forward-looking. Actual results, which include the
impact of currency and acquisitions and dispositions completed
during 2020, may differ materially from the company's outlook. Some
of the forward-looking financial measures in the outlook above
are provided on a non-IFRS basis. See the section below entitled
"Non-IFRS Financial Measures" for more information. The information
in this section should also be read in conjunction with the section
below entitled "Special Note Regarding Forward-Looking Statements,
Material Risks and Material Assumptions."
COVID-19 Update
Thomson Reuters has not experienced any significant disruptions
to its business and continues to be fully operational. Most
employees continue to work remotely from their homes, enabled by
technology that allows them to collaborate with customers and each
other. Essential employees who cannot work from home, such as
Reuters News journalists and those working in the company's Global
Print facilities, follow various health and safety standards. While
the company cancelled or postponed nearly all in-person
conferences, primarily in its Reuters Events business, some of
these events were replaced with virtual meetings. The company
continues to act based on guidance from global health
organizations, relevant governments and evolving best
practices.
The company has approximately 500,000 customers that are largely
comprised of legal and tax professionals in corporations and
professional service firms, many of whom are also working remotely.
The company's products enable its customers to remain productive
while they work remotely because they can access most Thomson
Reuters products and services through the Internet.
The company continues to believe it is well positioned to
weather the economic crisis because its business is supported by a
solid financial foundation with access to liquidity resources that
it believes are adequate to support it through a gradual
recovery. Thomson Reuters principal sources of liquidity
continue to be cash on hand, cash provided by its operations, its
$1.8 billion syndicated credit
facility and its $1.8 billion
commercial paper program. From time to time, the company also
issues debt securities under a prospectus. As set forth in its
full-year 2020 outlook, the company expects to generate between
$1.0 billion and $1.1 billion of free cash flow this year. As of
June 30, 2020, Thomson Reuters had
$946 million of cash on hand and
$120 million of current
indebtedness. None of the company's outstanding debt
securities are scheduled to mature until 2023.
Dividends and Share Repurchases
The company does not anticipate any changes to its plans to pay
the annualized dividend. In February
2020, the company announced that its Board of Directors
approved a $0.08 per share annualized
increase in the dividend to $1.52 per
common share (representing the 27th consecutive year of
dividend increases). A quarterly dividend of $0.38 per share is payable on September 15, 2020 to common shareholders of
record as of August 20, 2020.
In the first quarter of 2020, the company completed the
repurchase of $200 million of its
shares. The company did not repurchase any of its shares in the
second quarter of 2020 and does not anticipate repurchasing more of
its shares for the remainder of the year.
Refinitiv Ownership Interest and
Proposed Sale to LSEG
On October 1, 2018, the company
sold a 55% interest in its F&R business to private equity funds
affiliated with Blackstone. Thomson Reuters retained a 45% interest
in the business, which is now known as Refinitiv. Thomson Reuters
includes its share of post-tax losses from its 45% interest in
Refinitiv, an equity method investment, in its net earnings,
however, it removes these amounts from its non-IFRS
calculation of adjusted EPS. Refinitiv achieved run-rate savings of
$567 million as of June 30, 2020. Refinitiv believes it is on track
to achieve its full annual cost savings run-rate target of
$650 million by the end of 2020.
Additional information regarding Refinitiv's financial results is
provided in the appendix to this news release.
On August 1, 2019, Thomson Reuters
and private equity funds affiliated with Blackstone agreed to sell
Refinitiv to LSEG in an all share transaction for a total
enterprise value of approximately $27
billion (as of the announcement date). The proposed
transaction is subject to regulatory clearances and other customary
closing conditions and is expected to close by the end of 2020 or
early in 2021. Upon the closing of this transaction, Thomson
Reuters is projected to indirectly own approximately 82.5 million
LSEG shares, which would have a market value of approximately
$9.1 billion based on LSEG's closing
share price on August 4, 2020.
Thomson Reuters
Thomson Reuters is a leading provider
of business information services. Our products include highly
specialized information-enabled software and tools for legal, tax,
accounting and compliance professionals combined with the world's
most global news service – Reuters. For more information on Thomson
Reuters, visit tr.com and for the latest world news,
reuters.com.
NON-IFRS FINANCIAL MEASURES
Thomson Reuters prepares its
financial statements in accordance with International Financial
Reporting Standards (IFRS), as issued by the International
Accounting Standards Board (IASB).
This news release includes certain
non-IFRS financial measures, such as adjusted EBITDA and the
related margin (other than at the customer segment level), net debt
to adjusted EBITDA leverage ratio, free cash flow, adjusted EPS,
selected measures excluding the impact of foreign currency, and
changes in revenues computed on an organic basis. Thomson Reuters
uses these non-IFRS financial measures as supplemental indicators
of its operating performance and financial position. These measures
do not have any standardized meanings prescribed by IFRS and
therefore are unlikely to be comparable to the calculation of
similar measures used by other companies, and should not be viewed
as alternatives to measures of financial performance calculated in
accordance with IFRS. Non-IFRS financial measures are defined and
reconciled to the most directly comparable IFRS measures in the
appended tables.
The company's outlook contains
various non-IFRS financial measures. The company believes that
providing reconciliations of forward-looking non-IFRS financial
measures in its outlook would be potentially misleading and not
practical due to the difficulty of projecting items that are not
reflective of ongoing operations in any future period. The
magnitude of these items may be significant. Consequently, for
outlook purposes only, the company is unable to reconcile these
non-IFRS measures to the most comparable IFRS measures because it
cannot predict, with reasonable certainty, the 2020 impact of
changes in foreign exchange rates which impact (i) the translation
of its results reported at average foreign currency rates for the
year, and (ii) other finance income or expense related to
intercompany financing arrangements. Additionally, the company
cannot reasonably predict the occurrence or amount of other
operating gains and losses, which include fair value adjustments
relating to the warrants the company holds in Refinitiv as well as
gains or losses that generally arise from business transactions
that the company does not currently anticipate.
ROUNDING
Other than EPS, the company reports
its results in millions of U.S. dollars, but computes percentage
changes and margins using whole dollars to be more precise. As a
result, percentages and margins calculated from reported amounts
may differ from those presented, and growth components may not
total due to rounding.
ADJUSTMENTS TO PRIOR-PERIOD SEGMENT
RESULTS
The company adjusted its prior-period
segment amounts to reflect the current presentation. In the first
quarter of 2020, in connection with the completion of its program
to reposition its businesses after the separation from Refinitiv,
the company re-assessed its methodology for allocating costs to its
business segments and adjusted its allocations. The 2019 segment
amounts were also adjusted to reflect the transfer of certain
revenues primarily from the Corporates segment to the Legal
Professionals segment, where they are better aligned. These changes
impacted the 2019 financial results of the segments, but did not
change the consolidated 2019 financial results. The table below
summarizes the segment amounts that changed:
|
Three Months
Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
(millions of U.S. dollars) |
As Reported |
Adjustments |
As Revised |
|
As Reported |
Adjustments |
As Revised |
|
Revenues |
|
|
|
|
|
|
|
|
Legal Professionals |
$603 |
$2 |
$605 |
|
$1,197 |
$8 |
$1,205 |
|
Corporates |
318 |
(3) |
315 |
|
670 |
(9) |
661 |
|
Eliminations/Rounding |
- |
1 |
1 |
|
(1) |
1 |
- |
|
Total revenues |
$1,423 |
- |
$1,423 |
|
$2,910 |
- |
$2,910 |
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
Legal Professionals |
$232 |
$(3) |
$229 |
|
$459 |
$(1) |
$458 |
|
Corporates |
102 |
(4) |
98 |
|
220 |
(11) |
209 |
|
Tax & Accounting Professionals |
60 |
(1) |
59 |
|
153 |
(2) |
151 |
|
Reuters News |
10 |
9 |
19 |
|
26 |
16 |
42 |
|
Global Print |
73 |
(1) |
72 |
|
147 |
(1) |
146 |
|
Corporate costs/Rounding |
(122) |
- |
(122) |
|
(253) |
(1) |
(254) |
|
Total adjusted EBITDA |
$355 |
- |
$355 |
|
$752 |
- |
$752 |
|
REVISION OF PRIOR-PERIOD FINANCIAL
STATEMENTS
Since October
1, 2018, the company has included its share of post-tax
losses from its 45% interest in Refinitiv, an equity method
investment, in its net earnings. As initially disclosed by the
company on October 31, 2019, a
misstatement was identified in the third quarter of 2019 that
understated the company's share of Refinitiv's post-tax losses
since the fourth quarter of 2018. The misstatement related to
an accounting principle difference for preferred stock issued by
Refinitiv to the Blackstone consortium between U.S. GAAP, the basis
on which Refinitiv prepares its financial statements, and IFRS, the
basis on which Thomson Reuters prepares its financial statements.
The misstatement, which does not impact
revenue, operating profit, segment measures,
adjusted EBITDA, adjusted EPS, cash flow from operations
or free cash flow, was immaterial to the company's previously
issued financial statements. As the correction of the
cumulative misstatement in the third quarter of 2019 would have
been material to net earnings in the quarter, the company revised
its previously issued financial statements. In conjunction with
correcting this misstatement, the company corrected other unrelated
misstatements in the applicable prior periods which were also not
material to the company's previously issued financial
statements.
The company revised its previously
issued financial statements for the nine months ended September 30, 2018, the year ended December 31, 2018, the three months ended
March 31, 2019 and the six months
ended June 30, 2019.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS, MATERIAL RISKS AND MATERIAL ASSUMPTIONS
Certain statements in this news
release, including, but not limited to, statements in the "Business
Outlook for 2020" section, statements regarding the potential or
expected impact of the COVID-19 pandemic on Thomson Reuters, its
customers and the general economy, Mr. Hasker's comments, the
company's expectations regarding Reuters News, Global Print,
dividends, share repurchases and its liquidity and capital
resources, the number of LSEG shares that Thomson Reuters is
projected to indirectly own upon closing of the proposed sale of
Refinitiv, the company's current expectations regarding the timing
for closing of the proposed LSEG/Refinitiv transaction, and
Refinitiv's belief regarding achieving its full annual cost savings
run-rate target by the end of 2020, are forward-looking. The words
"will", "expect", "believe", "target", "estimate", "could",
"should", "intend", "predict", "project" and similar expressions
identify forward-looking statements. While the company believes
that it has a reasonable basis for making forward-looking
statements in this news release, they are not a guarantee of future
performance or outcomes and there is no assurance that the proposed
LSEG/Refinitiv transaction will be completed or that any of the
other events described in any forward-looking statement will
materialize. Forward-looking statements, including those related to
the COVID-19 pandemic, are subject to a number of risks,
uncertainties and assumptions that could cause actual results or
events to differ materially from current expectations. Many of
these risks, uncertainties and assumptions are beyond the company's
control and the effects of them can be difficult to predict. In
particular, the full extent of the impact of the COVID-19 pandemic
on the company's business, operations and financial results will
depend on numerous evolving factors that it may not be able to
accurately predict.
Some of the material risk factors that could cause actual
results or events to differ materially from those expressed in or
implied by forward-looking statements in this news release include,
but are not limited to, the ongoing impact of the COVID-19 pandemic
on the company's business and risks that the pandemic could have a
longer duration or a more significant impact on Thomson Reuters
than the company currently expects; changes in the general economy
(including the impact of the pandemic on the U.S. and global
economies); actions of competitors; fraudulent or unpermitted data
access or other cyber-security or privacy breaches; failures or
disruptions of data centers, network systems, telecommunications,
or the Internet; failure to develop new products, services,
applications and functionalities to meet customers' needs, attract
new customers and retain existing ones, or expand into new
geographic markets and identify areas of higher growth; changes to
law and regulations; failure to adapt to organizational changes and
effectively implement strategic initiatives; failure to attract,
motivate and retain high quality management and key employees;
failure to derive fully the anticipated benefits from existing or
future acquisitions, joint ventures, investments or dispositions;
failure to meet the challenges involved in operating globally;
failure to maintain a high renewal rate for recurring,
subscription-based services; dependency on third parties for data,
information and other services; inadequate protection of
intellectual property rights; tax matters, including changes to tax
laws, regulations and treaties; fluctuations in foreign currency
exchange and interest rates; failure to protect the brands and
reputation of Thomson Reuters; threat of legal actions and claims;
downgrading of credit ratings and adverse conditions in the credit
markets; failure to efficiently complete the separation of
Refinitiv from Thomson Reuters; failure to complete the proposed
LSEG/Refinitiv transaction; the effect of factors outside of the
control of Thomson Reuters on funding obligations in respect of
pension and post-retirement benefit arrangements; risk of
antitrust/competition-related claims or investigations; actions or
potential actions that could be taken by the company's principal
shareholder, The Woodbridge Company Limited; impairment of goodwill
and other identifiable intangible assets; and the ability of
Thomson Reuters Founders Share Company to affect the company's
governance and management. Many of the foregoing risks are, and
could be, exacerbated by the COVID-19 pandemic and any
worsening of the global business and economic environment as a
result. These and other risk factors are discussed in
materials that Thomson Reuters from time to time files with, or
furnishes to, the Canadian securities regulatory authorities and
the U.S. Securities and Exchange Commission. Thomson Reuters annual
and quarterly reports are also available in the "Investor
Relations" section of www.thomsonreuters.com.
The company's 2020 business outlook
is based on information currently available to the company and is
based on various external and internal assumptions made by the
company in light of its experience and perception of historical
trends, current conditions and expected future developments
(including those related to the COVID-19 pandemic), as well as
other factors that the company believes are appropriate under the
circumstances. Material assumptions and material risks may cause
actual performance to differ from the company's expectations
underlying its 2020 business outlook, which reflects the global
economic crisis caused by the COVID-19 pandemic. Material
assumptions related to the company's revenue outlook are that there
will be diminished economic activity through the second quarter
followed by a gradual recovery through the second half of 2020; the
financial and operational health of the company's customer base in
both the U.S. and global economies will gradually improve, which
the company believes will coincide with the easing of lockdowns and
other restrictions; the company will incur limited cancellations of
subscription contracts during the economic crisis, as its products
and services will remain critical for legal and tax professionals;
during the extended work from home period, Thomson Reuters'
customers will continue to access the company's products remotely
and will value high quality information and tools that drive
productivity and efficiency; the company will maintain its ability
to acquire some new customers during the economic crisis, as it
enhances its digital platforms and propositions or through other
sales initiatives; Reuters News will experience a significant
reduction in demand in its Reuters Events business due to the
cancellation of in-person events, as well as lower demand in its
consumer and news agency business; Thomson Reuters' workforce will
continue to be effective in a remote working environment for an
extended period, including the ability to implement new products
and service and support existing products for the company's
customers; the company's Global Print facility will continue to
remain open and its Reuters News journalists will continue to be
able to report on global events; customer requested shipment delays
of print materials will be temporary and that shipments delayed in
the second quarter will resume in the third and fourth quarters of
2020; a limited number of Thomson Reuters' smaller customers will
be unable to pay the company or will seek financial accommodations
or alternative payment terms due to their financial condition; and
customers will continue to seek software-as-a-service or other
cloud-based offerings. Material assumptions related to the
company's adjusted EBITDA margin outlook are its ability to achieve
revenue growth targets; the company's business mix continues to
shift to higher-growth product offerings; continued investment in
growth markets, customer service, product development and digital
capabilities; and the company will be able to mitigate a
significant portion of the impact of lost revenues on adjusted
EBITDA margin through its cost savings programs, including reduced
spending on consulting and advisory services, travel and
entertainment, certain development initiatives and other
discretionary spend. Material assumptions related to the company's
free cash flow outlook are its ability to achieve its revenue and
adjusted EBITDA margin targets; capital expenditures are expected
to be approximately between 7.5% to 8.0% of revenues in 2020; a
limited number of Thomson Reuters' smaller customers will be unable
to pay the company or will seek financial accommodations or
alternative payment terms due to their financial condition; and
deferrals of payments from customers will be limited, and the
company's access to credit facilities will be sufficient to bridge
any gap. Material assumptions related to the company's
effective tax rate on adjusted earnings outlook are its ability to
achieve its adjusted EBITDA target; the mix of taxing jurisdictions
where the company recognized pre-tax profit or losses in 2019 does
not significantly change; no unexpected changes in tax laws or
treaties within the jurisdictions where the company operates; the
completion of the proposed sale of Refinitiv to LSEG or the sale of
another significant, but non-strategic, equity investment at a
significant gain by the end of 2020; depreciation and amortization
of computer software between $625
million and $650 million; and
interest expense between $190 million
and $215 million.
Material risks related to the company's revenue outlook are
that business disruptions associated with the COVID-19 pandemic,
including government enforced quarantines and stay-at-home orders,
may continue longer than the company expects or may be interrupted
by secondary outbreaks of the virus, delaying the anticipated
recovery of the global economy; global economic uncertainty due to
the COVID-19 pandemic as well as related regulatory reform and
changes in the political environment may lead to limited business
opportunities for the company's customers, creating significant
cost pressures for them and potentially constraining the number of
professionals employed, which could lead to lower demand for
Thomson Reuters' products and services; competitive pricing actions
and product innovation could impact the company's revenues; the
company's sales, commercial simplification and product initiatives
may be insufficient to retain customers or generate new sales;
factors that the company cannot anticipate may reduce the
effectiveness of its employees working remotely, including the
inability to execute on key product or customer support initiatives
or to perform implementation services remotely; factors that the
company cannot anticipate may require it to suspend or cease
operations at its Global Print facility or may limit the ability of
Reuters News journalists to report on certain global events; and a
decline in Global Print revenues may be larger than the company
anticipates if customers do not resume shipments because they are
not able to return to their business locations or for other
reasons. Material risks related to the company's adjusted
EBITDA margin outlook are the same as the risks above related to
the revenue outlook; the costs of required investments exceed
expectations or actual returns are below expectations; acquisition
and disposal activity may dilute the company's adjusted EBITDA
margin; and the company's cost savings programs may be insufficient
to offset lost revenues. Material risks related to the company's
free cash flow outlook are the same as the risks above related to
the revenue and adjusted EBITDA margin outlook; capital
expenditures may be higher than currently expected resulting in
higher cash outflows; the timing and amount of tax payments to
governments may differ from the company's expectations; a
significant deterioration in the macroeconomic environment could
negatively impact the ability of Thomson Reuters' customers to pay
the company leading to reduced free cash flow and the tightening of
credit markets could limit the company's ability to bridge gaps in
payments leading to unexpected operational impacts on its
business. Material risks related to the company's effective
tax rate on adjusted earnings outlook are the same as the risks
above related to adjusted EBITDA; a material change in the
geographical mix of the company's pre-tax profits and losses; a
material change in current tax laws or treaties to which the
company is subject, and did not expect; the tax rates and
calculations that apply to the company's taxable income could be
impacted if the transactions described in the material assumptions
for the effective tax rate on adjusted earnings outlook do not
occur; and depreciation and amortization of computer software as
well as interest expense may be significantly higher or lower than
expected.
The company has provided an updated
Outlook for the purpose of presenting information about current
expectations for 2020. This information may not be appropriate for
other purposes. You are cautioned not to place undue reliance on
forward-looking statements which reflect expectations only as of
the date of this news release.
Except as may be required by
applicable law, Thomson Reuters disclaims any obligation to update
or revise any forward-looking statements, including those related
to the COVID-19 pandemic.
CONTACTS |
|
|
|
MEDIA
David Crundwell
Head of Corporate Affairs
+44 7909 898 605
david.crundwell@tr.com |
INVESTORS
Frank J. Golden
Head of Investor Relations
+1 646 223 5288
frank.golden@tr.com |
Thomson Reuters will webcast a
discussion of its second-quarter 2020 results and business outlook
for 2020 today beginning at 8:30 a.m.
Eastern Daylight Time (EDT). You can access the webcast by
visiting ir.thomsonreuters.com. An archive of the webcast will be
available following the presentation.
Thomson Reuters
Corporation
Consolidated Income Statement
(millions of U.S. dollars, except per share data)
(unaudited) |
|
|
Three Months
Ended |
|
Six Months
Ended |
|
June 30, |
|
June 30, |
|
2020 |
2019 |
|
2020 |
2019 |
CONTINUING OPERATIONS |
|
|
|
|
|
Revenues |
$1,405 |
$1,423 |
|
$2,925 |
$2,910 |
Operating expenses |
(929) |
(1,070) |
|
(1,946) |
(2,161) |
Depreciation |
(43) |
(38) |
|
(83) |
(72) |
Amortization of computer software |
(118) |
(104) |
|
(229) |
(209) |
Amortization of other identifiable intangible
assets |
(30) |
(25) |
|
(60) |
(52) |
Other operating gains, net |
80 |
261 |
|
48 |
305 |
Operating profit |
365 |
447 |
|
655 |
721 |
Finance costs, net: |
|
|
|
|
|
Net interest expense |
(52) |
(37) |
|
(97) |
(72) |
Other finance (costs)
income |
(13) |
(18) |
|
34 |
(29) |
Income before tax and equity method
investments |
300 |
392 |
|
592 |
620 |
Share of post-tax losses in equity method
investments |
(153) |
(138) |
|
(207) |
(251) |
Tax expense |
(16) |
(47) |
|
(63) |
(48) |
Earnings from continuing operations |
131 |
207 |
|
322 |
321 |
Loss from discontinued operations, net of tax |
(5) |
(27) |
|
(3) |
(37) |
Net earnings |
$126 |
$180 |
|
$319 |
$284 |
Earnings attributable to common shareholders |
$126 |
$180 |
|
$319 |
$284 |
|
|
|
|
|
|
Earnings (loss) per share: |
|
|
|
|
|
Basic and diluted earnings per share: |
|
|
|
|
|
From continuing operations |
$0.26 |
$0.41 |
|
$0.65 |
$0.64 |
From discontinued operations |
(0.01) |
(0.05) |
|
(0.01) |
(0.08) |
Basic and diluted earnings per share |
$0.25 |
$0.36 |
|
$0.64 |
$0.56 |
|
|
|
|
|
|
Basic weighted-average common shares |
496,317,115 |
501,231,212 |
|
496,261,070 |
501,558,134 |
Diluted weighted-average common shares |
497,580,339 |
503,040,736 |
|
497,579,131 |
503,152,488 |
Thomson Reuters
Corporation
Consolidated Statement of Financial Position
(millions of U.S. dollars)
(unaudited) |
|
|
June 30, |
|
December 31, |
2020 |
|
2019 |
Assets |
|
|
|
Cash and cash equivalents |
$946 |
|
$825 |
Trade and other receivables |
1,093 |
|
1,167 |
Other financial assets |
492 |
|
533 |
Prepaid expenses and other current assets |
509 |
|
546 |
Current assets |
3,040 |
|
3,071 |
|
|
|
|
Property and equipment, net |
584 |
|
615 |
Computer software, net |
893 |
|
900 |
Other identifiable intangible assets, net |
3,445 |
|
3,518 |
Goodwill |
5,821 |
|
5,853 |
Equity method investments |
1,291 |
|
1,551 |
Other non-current assets |
686 |
|
611 |
Deferred tax |
1,143 |
|
1,176 |
Total assets |
$16,903 |
|
$17,295 |
|
|
|
|
Liabilities and equity |
|
|
|
Liabilities |
|
|
|
Current indebtedness |
$120 |
|
$579 |
Payables, accruals and provisions |
1,145 |
|
1,373 |
Deferred revenue |
762 |
|
833 |
Other financial liabilities |
132 |
|
434 |
Current liabilities |
2,159 |
|
3,219 |
|
|
|
|
Long-term indebtedness |
3,699 |
|
2,676 |
Provisions and other non-current liabilities |
1,245 |
|
1,264 |
Deferred tax |
491 |
|
576 |
Total liabilities |
7,594 |
|
7,735 |
|
|
|
|
Equity |
|
|
|
Capital |
5,413 |
|
5,377 |
Retained earnings |
4,924 |
|
4,965 |
Accumulated other comprehensive loss |
(1,028) |
|
(782) |
Total equity |
9,309 |
|
9,560 |
Total liabilities and equity |
$16,903 |
|
$17,295 |
Thomson Reuters
Corporation
Consolidated Statement of Cash Flow
(millions of U.S. dollars)
(unaudited) |
|
|
|
|
|
Three Months
Ended
June 30, |
|
Six Months
Ended
June 30, |
|
2020 |
2019 |
|
2020 |
2019 |
Cash provided by (used in): |
|
|
|
|
|
Operating activities |
|
|
|
|
|
Earnings from continuing operations |
$131 |
$207 |
|
$322 |
$321 |
Adjustments for: |
|
|
|
|
|
Depreciation |
43 |
38 |
|
83 |
72 |
Amortization of computer software |
118 |
104 |
|
229 |
209 |
Amortization of other identifiable intangible
assets |
30 |
25 |
|
60 |
52 |
Net (gains) losses on disposals of businesses and
investments |
(2) |
3 |
|
1 |
(21) |
Deferred tax |
(34) |
(12) |
|
(37) |
(80) |
Other |
138 |
(67) |
|
200 |
77 |
Pension contribution |
- |
- |
|
- |
(167) |
Changes in working capital and other
items |
(7) |
(120) |
|
(250) |
(258) |
Operating cash flows from continuing
operations |
417 |
178 |
|
608 |
205 |
Operating cash flows from discontinued
operations |
5 |
(65) |
|
(10) |
(122) |
Net cash provided by operating activities |
422 |
113 |
|
598 |
83 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Acquisitions, net of cash acquired |
2 |
(1) |
|
(122) |
(5) |
Proceeds from disposals of businesses and
investments |
4 |
23 |
|
1 |
57 |
Capital expenditures |
(145) |
(102) |
|
(287) |
(240) |
Proceeds from disposals of property and
equipment |
45 |
2 |
|
64 |
2 |
Other investing activities |
1 |
1 |
|
2 |
4 |
Investing cash flows from continuing
operations |
(93) |
(77) |
|
(342) |
(182) |
Investing cash flows from discontinued
operations |
- |
- |
|
- |
29 |
Net cash used in investing activities |
(93) |
(77) |
|
(342) |
(153) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Proceeds from debt |
999 |
- |
|
2,019 |
- |
Repayments of debt |
(1,000) |
- |
|
(1,645) |
- |
Net borrowings under short-term loan
facilities |
- |
- |
|
118 |
- |
Payments of lease principal |
(18) |
(12) |
|
(36) |
(23) |
Repurchases of common shares |
- |
- |
|
(200) |
(190) |
Dividends paid on preference shares |
- |
(1) |
|
(1) |
(2) |
Dividends paid on common shares |
(182) |
(175) |
|
(364) |
(349) |
Other financing activities |
(4) |
2 |
|
(16) |
37 |
Net cash used in financing activities |
(205) |
(186) |
|
(125) |
(527) |
Increase (decrease) in cash and bank
overdrafts |
124 |
(150) |
|
131 |
(597) |
Translation adjustments |
- |
- |
|
(10) |
2 |
Cash and bank overdrafts at beginning of
period |
822 |
2,258 |
|
825 |
2,703 |
Cash and bank overdrafts at end of period |
$946 |
$2,108 |
|
$946 |
$2,108 |
Cash and bank overdrafts at end of period
comprised of: |
|
|
|
|
|
Cash and cash equivalents |
$946 |
$2,108 |
|
$946 |
$2,108 |
Thomson Reuters Corporation |
|
Reconciliation of
Earnings from Continuing Operations to Adjusted
EBITDA(1) |
|
(millions of U.S.
dollars, except for margins) |
|
(unaudited) |
|
|
|
|
Three Months
Ended |
|
|
Six Months
Ended |
|
June 30, |
|
|
June 30, |
|
|
2020 |
2019 |
|
|
2020 |
2019 |
|
|
|
|
|
|
|
|
|
Earnings from continuing operations |
$131 |
$207 |
|
|
$322 |
$321 |
|
Adjustments to remove: |
|
|
|
|
|
|
|
Tax expense |
16 |
47 |
|
|
63 |
48 |
|
Other finance costs (income) |
13 |
18 |
|
|
(34) |
29 |
|
Net interest expense |
52 |
37 |
|
|
97 |
72 |
|
Amortization of other identifiable intangible
assets |
30 |
25 |
|
|
60 |
52 |
|
Amortization of computer software |
118 |
104 |
|
|
229 |
209 |
|
Depreciation |
43 |
38 |
|
|
83 |
72 |
|
EBITDA |
$403 |
$476 |
|
|
$820 |
$803 |
|
Adjustments to remove: |
|
|
|
|
|
|
|
Share of post-tax losses in equity
method
investments |
153 |
138 |
|
|
207 |
251 |
|
Other operating gains, net |
(80) |
(261) |
|
|
(48) |
(305) |
|
Fair value adjustments |
3 |
2 |
|
|
(20) |
3 |
|
Adjusted EBITDA |
$479 |
$355 |
|
|
$959 |
$752 |
|
Adjusted EBITDA margin(1) |
34.1% |
25.0% |
|
|
32.8% |
25.8% |
|
Thomson Reuters
Corporation |
Reconciliation of
Net Earnings to Adjusted Earnings(2) |
Reconciliation of
Total Change in Adjusted EPS to Change in Constant
Currency(4) |
(millions of U.S.
dollars, except for share and per share data) |
(unaudited) |
|
|
Three
Months Ended
June 30, |
|
Six
Months Ended
June 30, |
|
|
|
2020 |
2019 |
Change |
|
2020 |
2019 |
Change |
Net earnings |
$126 |
$180 |
|
|
$319 |
$284 |
|
Adjustments to remove: |
|
|
|
|
|
|
|
Fair value adjustments |
3 |
2 |
|
|
(20) |
3 |
|
Amortization of other identifiable intangible
assets |
30 |
25 |
|
|
60 |
52 |
|
Other operating gains, net |
(80) |
(261) |
|
|
(48) |
(305) |
|
Other finance costs (income) |
13 |
18 |
|
|
(34) |
29 |
|
Share of post-tax losses in equity method
investments |
153 |
138 |
|
|
207 |
251 |
|
Tax on above items |
(28) |
30 |
|
|
(59) |
1 |
|
Tax items impacting comparability |
9 |
(4) |
|
|
39 |
(15) |
|
Loss from discontinued operations, net of tax |
5 |
27 |
|
|
3 |
37 |
|
Interim period effective tax rate
normalization(3) |
(10) |
(8) |
|
|
(6) |
(8) |
|
Dividends declared on preference shares |
- |
(1) |
|
|
(1) |
(2) |
|
Adjusted earnings (2) |
$221 |
$146 |
|
|
$460 |
$327 |
|
Adjusted EPS (2) |
$0.44 |
$0.29 |
52% |
|
$0.92 |
$0.65 |
42% |
Foreign currency(4) |
|
|
3% |
|
|
|
2% |
Constant currency(4) |
|
|
48% |
|
|
|
40% |
|
|
|
|
|
|
|
|
Diluted weighted-average common shares
(millions) |
497.6 |
503.0 |
|
|
497.6 |
503.2 |
|
Refer to page 23 for footnotes.
Thomson Reuters
Corporation |
Reconciliation of
Net Cash Provided by Operating Activities to Free Cash
Flow(5) |
(millions of U.S.
dollars) |
(unaudited) |
|
|
|
Three Months
Ended |
|
Six Months
Ended |
June 30, |
|
June 30, |
|
2020 |
2019 |
|
2020 |
2019 |
Net cash provided by operating
activities |
$422 |
$113 |
|
$598 |
$83 |
Capital expenditures |
(145) |
(102) |
|
(287) |
(240) |
Proceeds from disposals of property and
equipment |
45 |
2 |
|
64 |
2 |
Other investing activities |
1 |
1 |
|
2 |
4 |
Payments of lease principal |
(18) |
(12) |
|
(36) |
(23) |
Dividends paid on preference shares |
- |
(1) |
|
(1) |
(2) |
Free cash flow |
$305 |
$1 |
|
$340 |
$(176) |
Thomson Reuters
Corporation |
Reconciliation of
Net Debt and Leverage Ratio of Net Debt to Adjusted
EBITDA(7) |
(millions of U.S.
dollars) |
(unaudited) |
|
|
|
June 30,
2020 |
Current indebtedness |
|
$120 |
Long-term indebtedness |
|
3,699 |
Total debt |
|
3,819 |
Swaps |
|
(17) |
Total debt after swaps |
|
3,802 |
Remove fair value adjustments for hedges |
|
(12) |
Total debt after currency arrangements |
|
3,790 |
Remove transaction costs and discounts included in
the carrying value of debt |
|
40 |
Add: lease liabilities (current and
non-current) |
|
324 |
Less: cash and cash equivalents |
|
(946) |
Net debt |
|
$3,208 |
|
|
|
Adjusted EBITDA* |
|
$1,700 |
|
|
|
Net Debt / Adjusted EBITDA* |
|
1.9x |
* The company's target leverage ratio of 2.5:1 is a non-IFRS
measure. For purposes of this calculation, adjusted EBITDA is
computed on a rolling twelve-month basis and includes adjusted
EBITDA of $479 million, $480 million, $396
million and $345 million for
the three months ended June 30, 2020,
March 31, 2020, December 31, 2019 and September 30, 2019, respectively. Refer to the
tables appended to this news release and Appendix C of the
company's 2019 annual management's discussions and analysis, which
is contained in the company's 2019 annual report, for additional
information regarding the calculation of adjusted EBITDA in each of
these periods.
Refer to page 23 for footnotes.
Thomson Reuters
Corporation |
|
Reconciliation of
Changes in Revenues (Total, Recurring and Transactions) to Changes
in Revenues on a Constant Currency (4) and Organic
Basis(6) |
|
(millions of U.S.
dollars) |
|
(unaudited) |
|
|
|
|
|
|
Three Months
Ended |
|
|
|
|
|
|
|
|
|
June 30, |
|
Change |
|
|
|
2020 |
2019* |
|
Total |
Foreign
Currency |
SUBTOTAL
Constant
Currency |
Acquisitions/
(Divestitures) |
Organic |
Total Revenues |
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
$620 |
$605 |
|
2% |
-1% |
3% |
2% |
1% |
Corporates |
|
329 |
315 |
|
4% |
-2% |
6% |
1% |
5% |
Tax & Accounting
Professionals |
|
168 |
182 |
|
-8% |
-4% |
-4% |
-3% |
0% |
"Big 3" Segments Combined |
|
1,117 |
1,102 |
|
1% |
-2% |
3% |
1% |
2% |
Reuters News |
|
155 |
156 |
|
-1% |
-1% |
0% |
11% |
-11% |
Global Print |
|
134 |
164 |
|
-19% |
-1% |
-17% |
0% |
-17% |
Eliminations/Rounding |
|
(1) |
1 |
|
|
|
|
|
|
Revenues |
|
$1,405 |
$1,423 |
|
-1% |
-2% |
0% |
2% |
-2% |
|
|
|
|
|
|
|
|
|
|
Recurring Revenues |
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
$580 |
$557 |
|
4% |
-1% |
5% |
2% |
3% |
Corporates |
|
282 |
267 |
|
6% |
-2% |
7% |
1% |
7% |
Tax & Accounting
Professionals |
|
136 |
147 |
|
-7% |
-4% |
-3% |
-7% |
4% |
"Big 3" Segments Combined |
|
998 |
971 |
|
3% |
-2% |
4% |
0% |
4% |
Reuters News |
|
141 |
144 |
|
-2% |
0% |
-2% |
0% |
-2% |
Total Recurring Revenues |
|
$1,139 |
$1,115 |
|
2% |
-1% |
4% |
0% |
3% |
|
|
|
|
|
|
|
|
|
|
Transactions Revenues |
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
$40 |
$48 |
|
-18% |
-1% |
-17% |
2% |
-19% |
Corporates |
|
47 |
48 |
|
-4% |
-1% |
-2% |
0% |
-2% |
Tax & Accounting
Professionals |
|
32 |
35 |
|
-8% |
-2% |
-6% |
8% |
-14% |
"Big 3" Segments Combined |
|
119 |
131 |
|
-10% |
-1% |
-9% |
3% |
-12% |
Reuters News |
|
14 |
12 |
|
19% |
-8% |
26% |
80% |
-54% |
Total Transactions
Revenues |
|
$133 |
$143 |
|
-8% |
-2% |
-6% |
14% |
-19% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* For comparative purposes, 2019
segment results have been adjusted to reflect the current period
presentation. For additional information, see the "Adjustments to
Prior-Period Segment Results" section of this news
release.
Growth percentages are computed using
whole dollars. As a result, percentages calculated from reported
amounts may differ from those presented, and growth components may
not total due to rounding.
Refer to page 23 for footnotes.
Thomson Reuters
Corporation |
|
Reconciliation of
Changes in Revenues (Total, Recurring and Transactions) to Changes
in Revenues on a Constant Currency (4) and Organic
Basis(6) |
|
(millions of U.S.
dollars) |
|
(unaudited) |
|
|
|
|
|
|
Six Months
Ended |
|
|
|
|
|
|
|
|
|
June 30, |
|
Change |
|
|
|
2020 |
2019* |
|
Total |
Foreign
Currency |
SUBTOTAL
Constant
Currency |
Acquisitions/
(Divestitures) |
Organic |
Total Revenues |
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
$1,246 |
$1,205 |
|
3% |
-1% |
4% |
1% |
3% |
Corporates |
|
696 |
661 |
|
5% |
-1% |
6% |
1% |
5% |
Tax & Accounting
Professionals |
|
386 |
404 |
|
-4% |
-3% |
-1% |
-1% |
0% |
"Big 3" Segments Combined |
|
2,328 |
2,270 |
|
3% |
-1% |
4% |
1% |
3% |
Reuters News |
|
310 |
311 |
|
0% |
-1% |
0% |
8% |
-8% |
Global Print |
|
289 |
329 |
|
-12% |
-1% |
-11% |
0% |
-11% |
Eliminations/Rounding |
|
(2) |
- |
|
|
|
|
|
|
Revenues |
|
$2,925 |
$2,910 |
|
1% |
-1% |
2% |
2% |
0% |
|
|
|
|
|
|
|
|
|
|
Recurring Revenues |
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
$1,167 |
$1,113 |
|
5% |
-1% |
6% |
2% |
4% |
Corporates |
|
563 |
530 |
|
6% |
-1% |
8% |
1% |
7% |
Tax & Accounting
Professionals |
|
294 |
320 |
|
-8% |
-3% |
-5% |
-6% |
1% |
"Big 3" Segments Combined |
|
2,024 |
1,963 |
|
3% |
-1% |
4% |
0% |
4% |
Reuters News |
|
283 |
287 |
|
-2% |
0% |
-1% |
0% |
-1% |
Total Recurring Revenues |
|
$2,307 |
$2,250 |
|
3% |
-1% |
4% |
0% |
4% |
|
|
|
|
|
|
|
|
|
|
Transactions Revenues |
|
|
|
|
|
|
|
|
|
Legal Professionals |
|
$79 |
$92 |
|
-15% |
-1% |
-14% |
-1% |
-13% |
Corporates |
|
133 |
131 |
|
1% |
-1% |
2% |
4% |
-2% |
Tax & Accounting
Professionals |
|
92 |
84 |
|
11% |
-2% |
12% |
16% |
-4% |
"Big 3" Segments Combined |
|
304 |
307 |
|
-1% |
-1% |
0% |
5% |
-5% |
Reuters News |
|
27 |
24 |
|
14% |
-1% |
15% |
60% |
-45% |
Total Transactions
Revenues |
|
$331 |
$331 |
|
0% |
-1% |
1% |
12% |
-11% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* For comparative purposes, 2019
segment results have been adjusted to reflect the current period
presentation. For additional information, see the "Adjustments to
Prior-Period Segment Results" section of this news
release.
Growth percentages are computed using
whole dollars. As a result, percentages calculated from reported
amounts may differ from those presented, and growth components may
not total due to rounding.
Refer to page 23 for footnotes.
Thomson Reuters
Corporation |
|
Reconciliation of
Changes in Adjusted EBITDA to Changes on a Constant
Currency Basis(4) |
|
(millions of U.S.
dollars) |
|
(unaudited) |
|
|
|
|
|
|
Three Months
Ended |
|
|
|
|
|
|
June 30, |
|
Change |
|
|
|
2020 |
2019* |
|
Total |
Foreign
Currency |
Constant
Currency |
Adjusted EBITDA |
|
|
|
|
|
|
|
Legal Professionals |
|
$254 |
$229 |
|
11% |
0% |
11% |
Corporates |
|
118 |
98 |
|
21% |
0% |
21% |
Tax & Accounting Professionals |
|
54 |
59 |
|
-9% |
-3% |
-6% |
"Big 3" Segments Combined |
|
426 |
386 |
|
10% |
-1% |
11% |
Reuters News |
|
25 |
19 |
|
24% |
18% |
6% |
Global Print |
|
54 |
72 |
|
-25% |
-1% |
-24% |
Corporate costs |
|
(26) |
(122) |
|
n/a |
n/a |
n/a |
Adjusted EBITDA |
|
$479 |
$355 |
|
35% |
1% |
34% |
|
|
|
|
|
|
|
|
Adjusted EBITDA Margin |
|
|
|
|
|
|
|
Legal Professionals |
|
40.9% |
37.8% |
|
310bp |
30bp |
280bp |
Corporates |
|
35.9% |
30.9% |
|
500bp |
50bp |
450bp |
Tax & Accounting Professionals |
|
31.9% |
32.3% |
|
-40bp |
40bp |
-80bp |
"Big 3" Segments Combined |
|
38.1% |
34.9% |
|
320bp |
50bp |
270bp |
Reuters News |
|
15.6% |
12.5% |
|
310bp |
240bp |
70bp |
Global Print |
|
40.5% |
44.1% |
|
-360bp |
30bp |
-390bp |
Corporate costs |
|
n/a |
n/a |
|
n/a |
n/a |
n/a |
Adjusted EBITDA margin |
|
34.1% |
25.0% |
|
910bp |
70bp |
840bp |
|
|
|
|
|
|
|
|
n/a: not applicable
* For comparative purposes, 2019
segment results have been adjusted to reflect the current period
presentation. For additional information, see the "Adjustments to
Prior-Period Segment Results" section of this news
release.
Growth percentages and margins are
computed using whole dollars. As a result, percentages and margins
calculated from reported amounts may differ from those presented,
and growth components may not total due to rounding.
Refer to page 23 for footnotes.
Thomson Reuters
Corporation |
|
Reconciliation of
Changes in Adjusted EBITDA to Changes on a Constant
Currency Basis(4) |
|
(millions of U.S.
dollars) |
|
(unaudited) |
|
|
|
|
|
|
Six Months
Ended |
|
|
|
|
|
|
June 30, |
|
Change |
|
|
|
2020 |
2019* |
|
Total |
Foreign
Currency |
Constant
Currency |
Adjusted EBITDA |
|
|
|
|
|
|
|
Legal Professionals |
|
$484 |
$458 |
|
6% |
-1% |
6% |
Corporates |
|
235 |
209 |
|
13% |
0% |
13% |
Tax & Accounting Professionals |
|
138 |
151 |
|
-8% |
-2% |
-6% |
"Big 3" Segments Combined |
|
857 |
818 |
|
5% |
-1% |
5% |
Reuters News |
|
44 |
42 |
|
3% |
15% |
-12% |
Global Print |
|
117 |
146 |
|
-20% |
0% |
-19% |
Corporate costs |
|
(59) |
(254) |
|
n/a |
n/a |
n/a |
Adjusted EBITDA |
|
$959 |
$752 |
|
27% |
0% |
27% |
|
|
|
|
|
|
|
|
Adjusted EBITDA Margin |
|
|
|
|
|
|
|
Legal Professionals |
|
38.8% |
38.0% |
|
80bp |
10bp |
70bp |
Corporates |
|
33.8% |
31.5% |
|
230bp |
50bp |
180bp |
Tax & Accounting Professionals |
|
35.7% |
37.3% |
|
-160bp |
30bp |
-190bp |
"Big 3" Segments Combined |
|
36.8% |
36.0% |
|
80bp |
20bp |
60bp |
Reuters News |
|
14.1% |
13.6% |
|
50bp |
220bp |
-170bp |
Global Print |
|
40.5% |
44.4% |
|
-390bp |
30bp |
-420bp |
Corporate costs |
|
n/a |
n/a |
|
n/a |
n/a |
n/a |
Adjusted EBITDA margin |
|
32.8% |
25.8% |
|
700bp |
50bp |
650bp |
|
|
|
|
|
|
|
|
n/a: not applicable
* For comparative purposes, 2019
segment results have been adjusted to reflect the current period
presentation. For additional information, see the "Adjustments to
Prior-Period Segment Results" section of this news
release.
Growth percentages and margins are
computed using whole dollars. As a result, percentages and margins
calculated from reported amounts may differ from those presented,
and growth components may not total due to rounding.
Refer to page 23 for footnotes.
Footnotes |
|
|
(1) |
Thomson Reuters defines adjusted EBITDA for its
business segments as earnings or losses from continuing operations
before tax expense or benefit, net interest expense, other finance
costs or income, depreciation, amortization of software and other
identifiable intangible assets, Thomson Reuters share of post-tax
earnings or losses in equity method investments, other operating
gains and losses, certain asset impairment charges, fair value
adjustments and corporate related items. Consolidated adjusted
EBITDA is comprised of adjusted EBITDA for its business segments
and corporate costs. Adjusted EBITDA margin is adjusted EBITDA
expressed as a percentage of revenues. Thomson Reuters uses
adjusted EBITDA because it provides a consistent basis to evaluate
operating profitability and performance trends by excluding items
that the company does not consider to be controllable activities
for this purpose. Adjusted EBITDA also represents a measure
commonly reported and widely used by investors as a valuation
metric. Additionally, this measure is used by Thomson Reuters and
investors to assess a company's ability to incur and service
debt. |
(2) |
Thomson Reuters defines adjusted earnings as net
earnings or loss including dividends declared on preference shares
but excluding the post-tax impacts of fair value adjustments,
amortization of other identifiable intangible assets, other
operating gains and losses, certain asset impairment charges, other
finance costs or income, Thomson Reuters share of post-tax earnings
or losses in equity method investments, discontinued operations and
other items affecting comparability. Thomson Reuters calculates the
post-tax amount of each item excluded from adjusted earnings based
on the specific tax rules and tax rates associated with the nature
and jurisdiction of each item. Adjusted EPS is calculated from
adjusted earnings using diluted weighted-average shares and does
not represent actual earnings or loss per share attributable to
shareholders. Thomson Reuters uses adjusted earnings and adjusted
EPS as they provide a more comparable basis to analyze earnings and
they are also measures commonly used by shareholders to measure the
company's performance. |
(3) |
Adjustment to reflect income taxes based on
estimated full-year effective tax rate. Earnings or losses for
interim periods under IFRS reflect income taxes based on the
estimated effective tax rates of each of the jurisdictions in which
Thomson Reuters operates. The non-IFRS adjustment reallocates
estimated full-year income taxes between interim periods, but has
no effect on full-year income taxes. |
(4) |
The changes in revenues, adjusted EBITDA and the
related margins, and adjusted earnings per share before currency
(at constant currency or excluding the effects of currency) are
determined by converting the current and prior-year period's local
currency equivalent using the same exchange rates. |
(5) |
Free cash flow is net cash provided by operating
activities, proceeds from disposals of property and equipment, and
other investing activities less capital expenditures, payments of
lease principal, dividends paid on the company's preference shares,
and dividends paid to non-controlling interests. Thomson Reuters
uses free cash flow as it helps assess the company's ability, over
the long term, to create value for its shareholders as it
represents cash available to repay debt, pay common dividends and
fund share repurchases and new acquisitions. |
(6) |
Represents changes in revenues of our existing
businesses at constant currency. The metric excludes the
distortive impacts of acquisitions and dispositions from not owning
the business in both comparable periods. Thomson Reuters uses
organic growth because it provides further insight into the
performance of its existing businesses by excluding distortive
impacts and serves as a better measure of the company's ability to
grow its business over the long term. |
(7) |
Net debt is total indebtedness (including the
associated fair value of hedging instruments, but excluding the
associated unamortized transaction costs and premiums or discounts
and the interest-related fair value component of hedging
instruments), and lease liabilities less cash and cash equivalents.
For purposes of calculating the leverage ratio, net debt is divided
by adjusted EBITDA for the previous twelve-month period ending with
the current fiscal quarter. |
APPENDIX –
INFORMATION ABOUT REFINITIV
Thomson Reuters owns a 45% interest in Refinitiv, which was
formerly its wholly owned F&R business. 55% of Refinitiv is
owned by private equity funds affiliated with Blackstone. Thomson
Reuters IFRS results include the company's 45% share of Refinitiv's
results reported in a single line item on the company's
consolidated income statement titled
"Share of post-tax losses in equity method
investments."
Thomson Reuters non-IFRS measures, including
adjusted earnings, exclude its
share of post-tax results in Refinitiv and
other equity method investments.
The table below sets forth selected financial information for
100% of Refinitiv for the three and six months ended June 30, 2020 and 2019 on both an IFRS and
non-IFRS basis. Refinitiv reports on a US GAAP basis and provides a
reconciliation to IFRS in accordance with Thomson Reuters
accounting policies. A reconciliation from these IFRS measures to
the related non-IFRS measures is also included in this
appendix.
|
Refinitiv |
|
Financial
Data |
|
(millions of U.S.
dollars, except for margins) |
|
(unaudited) |
|
|
|
|
Three Months
Ended
June 30, |
|
Six Months Ended
June 30, |
|
|
|
Change |
|
|
Change |
|
2020 |
2019 |
Total |
Before Currency &
Excluding
Businesses
Disposed |
|
2020 |
2019 |
Total |
Before Currency &
Excluding
Businesses
Disposed |
IFRS Measures |
|
|
|
|
|
|
|
|
|
Revenues |
$1,588 |
$1,550 |
2% |
3% |
|
$3,221 |
$3,117 |
3% |
4% |
|
|
|
|
|
|
|
|
|
|
Net loss |
$(326) |
$(302) |
|
|
|
$(419) |
$(545) |
|
|
Cash flow from operations |
$403 |
$273 |
|
|
|
$349 |
$73 |
|
|
Capital expenditures, less
proceeds from disposals |
$157 |
$106 |
|
|
|
$343 |
$237 |
|
|
Debt at June 30, 2020 and
June 30, 2019 |
|
|
|
|
|
$14,128 |
$13,983 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-IFRS Measures |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
$611 |
$555 |
|
|
|
$1,231 |
$1,112 |
|
|
Adjusted EBITDA margin |
38.5% |
35.8% |
|
|
|
38.2% |
35.7% |
|
|
Free cash flow |
$238 |
$89 |
|
|
|
$(7) |
$(252) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following reconciliations of IFRS measures to non-IFRS
measures are based on Refinitiv's definition of non-GAAP measures,
which is not the same as the definitions used by Thomson
Reuters.
Refinitiv |
|
Reconciliation of
Net Loss to Adjusted EBITDA |
|
(millions of U.S.
dollars, except for margins) |
|
(unaudited) |
|
|
|
|
Three Months
Ended |
|
Six Months
Ended |
|
June 30, |
|
June 30, |
|
|
2020 |
2019 |
|
|
2020 |
2019 |
|
Net loss |
$(326) |
$(302) |
|
|
$(419) |
$(545) |
|
Adjustments to remove: |
|
|
|
|
|
|
|
Tax expense (benefit) |
8 |
(38) |
|
|
8 |
(60) |
|
Finance costs |
277 |
269 |
|
|
443 |
504 |
|
Depreciation and amortization |
486 |
482 |
|
|
957 |
945 |
|
EBITDA |
$445 |
$411 |
|
|
$989 |
$844 |
|
Adjustments to remove: |
|
|
|
|
|
|
|
Share of post-tax earnings in equity method
investments |
(1) |
(1) |
|
|
(2) |
(1) |
|
Other operating losses (gains) |
45 |
- |
|
|
(9) |
1 |
|
Fair value adjustments |
15 |
16 |
|
|
21 |
38 |
|
Share-based compensation |
8 |
3 |
|
|
21 |
7 |
|
Transformation-related costs |
99 |
126 |
|
|
211 |
223 |
|
Adjusted EBITDA |
$611 |
$555 |
|
|
$1,231 |
$1,112 |
|
Adjusted EBITDA margin |
38.5% |
35.8% |
|
|
38.2% |
35.7% |
|
Refinitiv |
|
Reconciliation of
Net Cash Provided By Operating Activities to Free Cash
Flow |
|
(millions of U.S.
dollars) |
|
(unaudited) |
|
|
|
|
Three Months
Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
|
2020 |
2019 |
|
|
2020 |
2019 |
|
Net cash provided by operating
activities |
$403 |
$273 |
|
|
$349 |
$73 |
|
Capital expenditures, less proceeds from
disposals |
(157) |
(106) |
|
|
(343) |
(237) |
|
Other investing activities |
- |
1 |
|
|
1 |
- |
|
Dividends paid to non-controlling interests
|
(8) |
(79) |
|
|
(14) |
(88) |
|
Free cash flow |
$238 |
$89 |
|
|
$(7) |
$(252) |
|