Informa plc
Preliminary Results for the year ended 31 December 2008
Key Highlights
Financial Results
Revenue growth of 13% and adjusted profit growth of 17% - 1.1% and 1.4% respectively in organic terms
Adjusted diluted earnings per share up 14%
Increase in adjusted operating margin to 23.9%
Adjusted cash conversion of 121% - free cash flow of £205.7m up 53%
Operational Highlights
57% of Group adjusted profits generated from publishing
30% of Group revenues generated by subscription based products
Advertising income 3% of Group revenues
70% of publishing revenues delivered in electronic format; 38% of Group revenues
Annualised cost savings of £33m achieved
Financial Position
Current bank facilities in place until 2012
Net debt at average rates to proforma EBITDA reduced from 4.3 to 3.8 times at 31 December 2008
Forecast headroom greater than 10% against both 2009 covenant testing points
Strategy to reduce net debt to EBITDA to below 3x by 2009 year end
Increased historic dividend cover to 4 times with proposed final dividend of 3.9p, total dividend for 2008 10p (2007: 16.9p)
2009 Outlook
Booked and deferred income represents approximately 29% of full year revenues
Majority of Group income generated overseas - significant positive currency translation benefit expected
Renewal rates on subscription based publishing remain at very high levels
Robust performance for exhibitions and large scale events
Tougher outlook for smaller events and training
Proactive cost reduction programme ongoing
Dividend cover for 2009 targeted at 3 times
Financial Highlights
|
2008 |
2007 |
% |
|
£m |
£m |
|
Revenue |
1,278.0 |
1,129.1 |
13 |
Operating profit |
164.6 |
153.9 |
7 |
Adjusted¹ operating profit |
305.8 |
261.0 |
17 |
Operating cash flow |
351.8 |
279.2 |
26 |
Profit before tax |
108.9 |
124.4 |
(12) |
Adjusted² profit before tax |
233.4 |
202.6 |
15 |
Profit for the year |
86.0 |
100.1 |
(14) |
Adjusted³ profit for the year |
172.5 |
151.9 |
14 |
Basic earnings per share (p) |
19.97 |
23.40 |
(15) |
Diluted earnings per share (p) |
19.96 |
23.32 |
(14) |
Adjusted³ diluted earnings per share (p) |
40.32 |
35.48 |
14 |
Adjusted cash conversion4 (%) |
121 |
110 |
13 |
1 Excludes restructuring and reorganisation costs of £17.4m (2007: £7.7m), and intangible asset amortisation of £123.8m (2007: £99.3m).
2 Excludes restructuring and reorganisation costs of £17.4m (2007: £7.7m), non recurring finance costs of £nil (2007:£ 4.6m), intangible asset amortisation of £123.8m (2007: £99.3m), profit on disposal of available for sale investments of £nil (2007: £33.4m) and profit on disposal of businesses £16.7m (2007: £nil)
3 Excludes restructuring and reorganisation costs of £17.4m (2007: £7.7m), non recurring finance costs of £nil (2007:£ 4.6m), intangible asset amortisation of £123.8m (2007: £99.3m), profit on disposal of available for sale investments of £nil (2007: £33.4m), profit on disposal of businesses £16.7m (2007: £nil) and related tax of £38.0 m (2007: £26.4m).
4 Adjusted cash generated by operations (note 10) divided by adjusted operating profit.
Note: in this announcement, 'organic' refers to adjustments for material acquisitions and disposals and effects of changes in foreign currency exchange rates.
Commenting on current trading and prospects, Chairman Derek Mapp said:
'Informa has a strong portfolio of businesses that balances geographic and sector exposure and has high quality subscription based products with high visibility cash flow streams. Our overall expectations for 2009 have not changed. We will not be immune to recession, however we expect to benefit from a more favourable translation of overseas earnings.
'We will actively manage our financial position and we believe we will not breach our banking covenants. This will be assisted by a reduction in the proposed final dividend for 2008 which reflects both the importance of protecting shareholder value and preserving capital. We will run the business in the best, long term interests of shareholders, including taking whatever measures are necessary to achieve this.'
Enquiries
Informa plc |
020 7017 5000 |
Peter Rigby, Chief Executive |
|
Adam Walker, Finance Director |
|
Mark Kerswell, Chief Operating Officer |
|
|
|
Maitland |
|
William Clutterbuck |
020 7379 5151 |
Emma Burdett |
|
There will be a presentation to analysts at 9.30am on 4 March 2009 at CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD. A live webcast of the analyst presentation will be available on our website www.informa.com.
Note to editors
Informa provides specialist, high value information to the principal global sectors via Publishing, Events and Performance Improvement. At the heart of every Informa product and service is research-based, proprietary information for a targeted, expert audience. Informa publishes approximately 2,500 subscription based products and services delivered electronically and in hardcopy, and 45,000 books. Each year Informa produces over 11,000 events around the world, powered by a marketing database of over 20 million contacts. It has an extensive portfolio of brands including Lloyd's List, Routledge, Taylor and Francis, IIR, IBC, AchieveGlobal, ESI and Euroforum. Informa operates in 80 countries and employs approximately 9,000 people.
Chairman's Statement
I am delighted to report on another successful year at Informa in 2008. Our revenue and adjusted operating profits grew by 13% and 17% respectively over 2007 with the benefit of currency translation. We are pleased that the Group delivered organic profit growth of 1.4%. Adjusted diluted earnings per share at 40.32p grew by 14% over 2007. With excellent cash conversion, we generated £205.7m (2007: £134.4m) of free cash flow.
Results
Revenue for the year ended 31 December 2008 increased by 13% to £1,278.0m (2007: £1,129.1m) with adjusted operating profit up by 17% to £305.8m (2007: £261.0m). Adjusted profit before taxation increased by 15% to £233.4m (2007: £202.6m).
The Group's profit before taxation decreased to £108.9m (2007: £124.4m) and basic earnings per share decreased to 19.97p (2007: 23.40p) as a result of higher amortisation charges arising from last year's acquisition of Datamonitor.
Adjusted diluted earnings per share increased by 14% to 40.32p (2007: 35.48p). As a result of excellent adjusted cash conversion of 121%, net debt to EBITDA fell from 4.3 times to 3.8 times. However as sterling depreciated materially against the US dollar and the Euro in 2008, reported net debt at 31 December 2008 increased to £1,341.8m (31 December 2007: £1,244.9m).
The long term strategy of the Group is to have a portfolio of businesses that combine attractive growth characteristics in periods of economic growth but which also exhibit strong defensive capabilities when times become tougher. We have done well in the former in recent years and we have started well in the latter but it is unclear how long and how deep this downturn will be. We have built the business as a 3-dimensional matrix with vertical markets on one axis, geographies on the second and media distribution formats on the third. Accordingly we operate in over 100 vertical markets but with considerable strength in Life Sciences, Healthcare, the Academic world, Telecommunications, Financial Information, Professional Information and Transport. We are well spread geographically with about 36% of revenue arising in the US, 30% in continental Europe, 5% in the Middle East, 13% in the UK and 16% in the rest of the world. From a media distribution perspective we have Publishing, and Events and Training businesses, with publishing accounting for about 57% of Group adjusted operating profits. Of these profits the vast majority comes from subscriptions where generally our customers pay annually in advance. Over 70% of our publishing revenues are delivered in an electronic format. Only 3% of our revenues come from advertising.
We break our business down into small business units sometimes geographically and sometimes by format or sector, dependent on which is most appropriate. Such a structure enables us to monitor the current trading and future prospects of each of our businesses in a very granular way. This has enabled us to expand when the going is good but also to contract if necessary, which we have done on a case by case basis over the last 18 months. It also ensures that forecasting is based on local, day to day visibility which remains so important in these most volatile of times. Reacting quickly is imperative and during 2008 we have reduced annualised costs by £33 million. Our success thus far can be seen by how the Group's adjusted operating margin has improved from 21.1% in 2006 to 23.1% in 2007 and now 23.9% in 2008. Cost management is an ongoing process and we will continue to work to mitigate any revenue softness.
The nature of our business is to link leading publishing titles and events in many sectors so that our content is the prime information source. With titles such as Lloyd's List, Insurance Day, BioProcess International, Cityscape Magazine, Scrip and Banking Technology, we have not only the market leading title but we also run alongside them the main industry event. Right across our business, as appropriate, we cross sell and cross market publishing and events and once firmly established in one geographic jurisdiction we are often able to spread the events portfolio regionally through geo-cloning.
As many of the markets are niche and specialist and accordingly quite small, our leading titles and events will either be the market leaders or number two in a particular sector. This means that, providing our content is fresh, concise and necessary, we should retain our market share, if not increase it, in current conditions as some of our competitors disappear.
Out of the thousands of events we run, which include conferences, training courses and exhibitions, some 200, accounting for about 70% of the events' profits, are industry leading events. These include titles such as Arab Health, Cityscape Abu Dhabi and Dubai, The German Energy event and the World Ethanol Congress. It is industry leading events like these that we expect to hold their own during a downturn and as competition subsides. Certainly through the latter part of 2008 and the first part of 2009, this has been the case.
The value of our portfolio approach is that large parts of our business continue to do well and in some cases even outperform in difficult times. Our publishing businesses which are mostly subscription based did well last year and are in line with internal forecasts so far this year. As many of these businesses are dollar denominated we have benefited considerably by the strengthening of the US dollar against sterling. Our average dollar sterling translation for 2008 on the publishing side was close to $2 to the pound whereas for the year to date, the rate is below $1.50. We already have 29% visibility over the 2009 expected revenue. In absolute terms this is 25% more than at the same stage last year.
Debt covenants and dividend
Over the past 12 months, against an increasingly demanding economic background, the Board has taken steps to protect profitability, strengthen the Group's balance sheet and increase focus on cash generation. The effect of these actions is apparent in the strength of the Group's profit performance and its ability to service comfortably its debt obligations. The ratio of average net debt to proforma EBITDA was reduced to 3.8 times at December 2008 from 4.3 times at 31 December 2007.
The Board is not expecting any improvement in global macro economic conditions over the next 12 months. During 2009 the net debt to EBITDA facility covenant testing level falls from 4.25 times at December 2008 to 4.0 and 3.5 times at June and December 2009 respectively (and thereafter remains at 3.5 times through 2012).
The Board has focused on the structure of the Group's balance sheet and ongoing programme of debt reduction. Based on current forecasts, we expect to have covenant headroom of above 10% for both the June and December 2009 tests and remain confident that covenants will not be breached.
Given that economic conditions will remain difficult, the Board has been keen to take prudent steps to create further covenant headroom and has considered sales of non-core businesses. However, the current difficulties for potential acquirers to fund acquisitions make the outcome of such sale processes hard to predict and the Board has no desire to sell quality assets at depressed prices. The Board will continue to pursue opportunities as appropriate, throughout 2009.
The Group's current banking arrangements are keenly priced and in the event it became necessary to re-negotiate these arrangements, a significant expense would be incurred. The Board is very intent on retaining value for shareholders within the business. In the context of the tightening banking covenants and maintaining a prudent level of covenant headroom, the Board believes the best course of action is to propose a final dividend of 3.9p (2007: 11.3p). As a result the total dividend for 2008 is 10p (2007: 16.9p). This will be payable on 3 July 2009 to ordinary shareholders who are on the register as at 29 May 2009. This action, which increases historic dividend cover to over four times, is non-dilutive to shareholders, retains over £30m of cash within the business compared to last year's pay out and increases covenant headroom by approximately 3%.
It is the Board's intention to pay a 2009 dividend which will be covered 3 times by earnings and that the year end average net debt to proforma EBITDA ratio will be targeted at below 3 times.
Current trading and prospects
Informa has a strong portfolio of businesses that balance geographic and sector exposure and has high quality subscription based products with high visibility cash flow streams. Our overall expectations for 2009 have not changed. We will not be immune to recession however we expect to benefit from a more favourable translation of overseas earnings. We will actively manage our financial position and we believe we will not break our banking covenants. This will be assisted by a reduction in the proposed final dividend for 2008 which reflects both the importance of protecting shareholder value and preserving capital.
Conclusion
The recent interest in Informa shows that our portfolio of assets are well regarded and in some cases coveted. Over the last ten years, almost from a zero base, through a combination of mergers and acquisitions and substantial organic growth we have built one of the leading business information groups in the world. I would like to thank everybody at Informa who has contributed to this success.
Chief Executive's Review
Publishing
As the most stable part of the Group, our publishing assets, led by high renewal rates in our subscription products, have delivered another excellent set of results. Continued investment this year in online product development has resulted in over 70% of our publishing revenue being delivered in electronic format.
Revenues grew by approximately 10% (normalising the impact of Datamonitor) and overall our publishing businesses account for approximately 50% of Group revenues and 57% of Group adjusted operating profits.
Taylor & Francis, our specialist books and journals publisher in the Academic and Scientific sector, delivered its best ever result. With subscription renewals based around the calendar year and a high proportion of its revenues in dollars, the forward visibility of T & F's earnings gives significant confidence to the overall outlook for 2009.
During 2008, T & F launched 31 new journals, publishing 6,791 issues in total, a 24% increase on last year and sold over 5.4 million books across 175 countries generating 14% revenue growth at an improved margin.
Renewal rates for 2009 remained constant at 98% demonstrating the 'must have' nature of our content. In order to make it easier for our customers to access our products we continue to develop our online product directory. All of our journals are available electronically. We now have over 20,000 titles as e-books, and have over 18,000 titles as print on demand. Revenue in these areas increased by 30%.
Enhanced production methods, including print on demand, have reduced costs and we have continued to work hard to reduce the stock held within our substantial back list.
Our newest division, Informa Business Information, which combines our healthcare, professional, commodities and maritime publishing assets, also had a very strong year with revenues up by 4% excluding the effects of acquisitions and disposals. Renewal rates remained consistent at 77% and advertising revenue was resilient throughout 2008. We have a number of key titles including Scrip, Lloyd's List and Insurance Day which hold strong positions in their respective markets and grew over the past 12 months.
On the data side, LMIU and Citeline, provide 'must-have' critical information on shipping movements to the maritime industry and drug trials to the pharmaceutical sector respectively. We expect these areas to continue to grow in 2009.
Our financial data divisions, despite the turmoil in the sector, had a good year with organic adjusted profit growth of 11% over 2007 and renewal rates at an average of 86%. We expect renewals to come under pressure in 2009 but we have more than 7,500 customers and no significant exposure to one single financial institution.
Datamonitor, in its first full year of ownership, continued to grow and increased its operating margin. During the year, we launched an enhanced suite of Knowledge Centres across our six principal vertical sectors and also opened a new office in Dubai utilising the Informa Group network. In particular, the healthcare and telecoms sectors performed well and overall the subscriber base continues to grow with almost 1,000 new subscribers since the business was acquired. Our larger subscribers, paying more than £20,000 per annum, grew by 19% and had a renewal rate of 83%. In the prevailing economic outlook, we expect the rate of growth at Datamonitor to slow but nevertheless believe that, as one of our higher margin businesses, it will make a substantial contribution to the Group's 2009 results. We have also been successful in winning some large consulting projects to complement the core subscription data that we provide.
Overall within publishing the year has started well. We will strive to enhance our product offering, build upon our market leading positions in many areas and ensure that where appropriate we will work closely to align with the relevant event business.
Events
Our events portfolio, spread across the major verticals and geographies, delivered another set of excellent results given the prevailing economic conditions last year. Revenues grew by 8% and contributed 34% of Group revenues and around 30% of Group adjusted operating profits.
Our customer retention supports our view that a market leading exhibition or large conference is the best place for providers to meet their customer base, learn about developments in their market and network. Face to face contact remains just as important in the digital age.
Our portfolio of events and topics evolves as we track trends in the sectors in which we operate. Training courses and smaller events are produced around new legislation. Emerging themes like the environment, or alternative fuels, or changes in the marketplace, such as the establishment of a mobile telephone network in Africa, provide us with opportunities to deliver the much needed information in a contextual and concise form to a wide audience. We start with a single topic and build it into a large scale event. We combine conferences with exhibitions, and link conferences to publications and geo-clone.
The portfolio is weighted towards the first half of the year given there are few events run over the summer months. At the start of the year we ran many of our largest events including Arab Health, Middle East Electricity, SuperReturn and our Industry leading energy event in Germany. Revenues from these events are in aggregate significantly ahead of last year.
As world economies started to slow down and training budgets were constrained, we saw reduced demand for our local language conferences and training courses, leading us to reduce costs accordingly. Throughout 2008, over £8 million was saved primarily by reducing event costs reflecting the reduced demand. The total number of events run last year was around 11,000 (2007: 12,600).
Profitability is weighted heavily towards our larger, higher margin events. The top 200, categorised as those that generate revenues greater than £250k, account for nearly 70% of our events profits. Consequently, if the overall number of events is reduced by around 10% it is the smaller training courses which are eliminated and this has a proportionately smaller impact on profits.
While it has been a much tougher trading environment, our long-standing market position, our exposure to the Middle East, our geo-cloning strategy and our reputation across our broad customer base resulted in some notable achievements:
Over 100,000 visitors to Cityscape Dubai and Abu Dhabi
99 Super Yachts at the Monaco Yacht Show in September
Over 5,000 delegates in Africa across our Com Series of four events
2,250 exhibitors at Arab Health in January and record sponsorship at CROs in April.
Cityscape was run in Dubai, Abu Dhabi, Shanghai, Singapore and New York
SuperReturn was run in Munich, Florida, Dubai and Hong Kong
The global financial crisis has impacted our financial service events, however, conferences and events across the telecoms, pharmaceutical and health sectors remain robust. With a broad portfolio diversifying risk, we are well placed to grow again when the recovery occurs.
Performance Improvement
Performance Improvement (PI), the smallest area of the Group, which comprises six separate businesses, had a satisfactory year given the macro environment in which it operated.
Revenues marginally increased to £229.4m (2007: £225.3m). With a focus on reducing the indirect cost base throughout the year and helped by currency, profits increased by 11% to £39.1m (2007: £35.3m) at an increased margin of 17.0% (2007: 15.7%).
Despite the difficult times, PI had many notable wins. Significant new contracts were secured with BP, US Army and Deutsche Post as well as renewing other major projects with the US Federal Government. The Deutsche Post contract award at ESI was to develop employee skills in Business Analysis and Project Management. With over 400 consultants involved, this project will be delivered globally in Germany, Czech Republic, US and Malaysia, emphasising the benefit of running PI operations across many jurisdictions.
US federal and state government work accounts for around 34% of PI revenues and a further 22% of revenues arise outside of the United States.
Robbins Gioia, the programme management specialist, which has around 100 contracts with the US government, had another solid year renewing over 90% of its defence contracts although there was a noticeable slowing in the time taken to award contracts in the period leading up to the US presidential election last November. Early commitments by the Obama administration in the areas of defence and civil expenditure are expected to lead to a solid year in 2009.
As a lead indicator, PI started to see a reduction in demand and a slowdown in decision making in the final quarter of 2007 which resulted in 2008 being a year of cost reduction whilst maintaining the overall quality of its varied offering. We anticipate further revenue weaknesses in 2009 and will manage costs accordingly.
Financial Review
Introduction
2008 undoubtedly provided a difficult trading environment for many of our customers and suppliers. With economies slowing round the world, it was important to maintain financial discipline to protect the ongoing health of the Group. We are pleased with these financial results which demonstrate the strength of a balanced portfolio and an ability to manage costs when demand is reduced.
Revenues for 2008 of £1,278m (2007: £1,129m) are 13% higher than for 2007. Adjusted operating profit increased by 17% to £305.8m (2007: £261.0m) and the adjusted operating margin increased from 23.1% to 23.9%. The increase in adjusted operating profit and margin demonstrates the benefits across the Group of operational gearing and greater cost efficiency. Free cash flow generated by the Group was £205.7m, up 53%.
Translation Impact
The Group generates the majority of its income overseas, with around 50% in US dollars. With most currencies strengthening against sterling over the final four months of 2008, there was a benefit to the 2008 adjusted operating profits of £17m.
If the current US dollar and Euro rates prevail throughout 2009, it would have a significant beneficial impact on the Group's earnings. For covenant testing purposes, all translation is carried out at the average rate of exchange throughout the relevant period.
Revenue
Revenue growth of 13% included a full year's contribution from Datamonitor which was acquired part way through 2007. No material acquisitions were made during 2008. The translation impact of both US dollar and Euro to sterling currency movements was to increase revenue by £71m. Organic revenue growth of 1.1% reflects a strong performance in our publishing businesses and our larger events businesses, offset by the performance improvement business.
Operating Profit
Operating profit increased by 7% to £164.6m (2007: £154.0m), with the revenue increase partially offset by increases in amortisation of intangibles of 23% and staff costs of 11%. Organic adjusted operating profit growth of 1.4% represents a strong performance given the current market conditions in which the Group operates. Our events, training and performance improvement businesses have a significant element of variable cost, including profit share, which for some of our people is the largest part of their remuneration. This not only protects the profit when demand is reduced but ensures that business unit heads are focused on cost containment at all times.
Restructuring Costs
Restructuring costs for the year of £17.4m are £9.7m higher than those in 2007, largely reflecting the response of the businesses to changing market conditions. These include reorganisation costs of £3.2m (2007: £2.4m), redundancy costs of £9.9m (2007:£4.8m), vacant property provisions of £3.6m (2007: £nil) and aborted merger costs of £0.7m (2007: £nil). In 2007 board level changes of £0.5m were also classed within restructuring costs.
Disposal
On 1 April 2008 the Group disposed of its interest in Map of Medicine for a net cash consideration of £33.6m. Map of Medicine was reported as part of the Academic and Scientific, Technical & Medical market sector and the gain on disposal is included within the £16.7m profit on disposal of businesses shown on the face of the consolidated income statement.
Adjusted Results
Adjusted operating profit, which is shown in note 4 of these results, is calculated after removing certain items not related to the underlying trading operations of the Group. Adjusted operating profit increased by 17% to £305.8m (2007: £261.0m).
Adjusted operating profit before tax increased by 15% to £233.4m (2007: £202.6m) and adjusted profit for the year increased by 14% to £172.5m (2007: £151.9m).
Adjusted diluted EPS of 40.32 pence (2007: 35.48 pence) is 14% ahead of 2007.
The Board believes these adjusted operational figures provides additional useful information to explain the underlying performance and trends across the Group and further details are provided in note 4 of these results.
Operating Divisions
Revenue and adjusted operating profit by division are set out below together with the respective reported and organic growth rates. We intend to simplify the divisional structures in 2009 to better represent the way the Group is managed, namely around its publishing and events and training revenue streams. The interim results for the six months ending 30 June 2009 will be the first reported results under the new disclosure. We will provide a reconciliation of the historic position to the new to ensure full transparency.
Academic & Scientific |
|||||||
|
|
|
2008 |
2007 |
Increase |
Organic |
|
|
|
|
£'m |
£'m |
% |
% |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
STM |
|
237.1 |
201.0 |
18% |
6% |
|
|
HSS |
|
154.8 |
138.5 |
12% |
5% |
|
|
|
|
391.9 |
339.5 |
15% |
5% |
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Profit |
|
|
|
|
|
|
|
STM |
|
75.6 |
62.9 |
20% |
7% |
|
|
HSS |
|
42.5 |
34.0 |
25% |
5% |
|
|
|
|
118.1 |
96.9 |
22% |
6% |
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Margin |
|
30.1% |
28.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional |
|||||||
|
|
|
2008 |
2007 |
Increase |
Organic |
|
|
|
|
£'m |
£'m |
% |
% |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
Performance Improvement |
|
229.4 |
225.3 |
2% |
-6% |
|
|
Financial Data Analysis |
|
96.5 |
72.4 |
33% |
7% |
|
|
Finance, Insurance, Law & Tax |
|
100.4 |
95.6 |
5% |
3% |
|
|
|
|
426.3 |
393.3 |
8% |
-2% |
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Profit |
|
|
|
|
|
|
|
Performance Improvement |
|
39.1 |
35.3 |
11% |
-2% |
|
|
Financial Data Analysis |
|
31.5 |
21.9 |
44% |
11% |
|
|
Finance, Insurance, Law & Tax |
|
25.8 |
26.7 |
-3% |
-5% |
|
|
|
|
96.4 |
83.9 |
15% |
- |
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Margin |
|
22.6% |
21.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|||||||
|
|
|
2008 |
2007 |
Increase |
Organic |
|
|
|
|
£'m |
£'m |
% |
% |
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
Regional Events |
|
297.1 |
250.7 |
19% |
2% |
|
|
Telecoms & Media |
|
90.2 |
74.0 |
22% |
-5% |
|
|
Maritime & Commodities |
|
72.5 |
71.6 |
1% |
-3% |
|
|
|
|
459.8 |
396.3 |
16% |
- |
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Profit |
|
|
|
|
|
|
|
Regional Events |
|
54.2 |
46.5 |
17% |
-5% |
|
|
Telecoms & Media |
|
25.3 |
23.2 |
9% |
-4% |
|
|
Maritime & Commodities |
|
11.8 |
10.4 |
13% |
6% |
|
|
|
|
91.3 |
80.1 |
14% |
-3% |
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Margin |
|
19.9% |
20.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Finance Costs
Net finance costs, which consist principally of interest costs net of interest receivable, increased by 15% to £72.4m (2007: £63.0m) mainly as a result of the increase in debt in July 2007 to finance the Datamonitor acquisition. Around 75% of our borrowings are hedged for interest rate purposes, with a weighted average life of 2 years and an average interest rate of 5%.
Taxation
Across the Group tax has been provided at an adjusted tax rate of 26.09% (2007: 25.05%). This adjusted tax rate benefits from profits generated in low tax jurisdictions. The effective Group tax charge was 21.08% (2007: 19.5%).
Dividend
The Board has proposed a final dividend of 3.9p (2007: 11.3p) which reflects a prudent, non-dilutive approach to conserve capital. This increases historic dividend cover to over four times. The dividend will be payable on 3 July 2009 to ordinary shareholders registered as of the close of business on 29 May 2009.
Given the strength of the Group's cash flow and the Board's strategy to reduce debt in a controlled way, it is the current intention to announce an interim dividend for the current year which would be covered three times by earnings.
Balance Sheet
Deferred income, which represents income received in advance, was up 30% at 31 December 2008 compared to 31 December 2007, to £309.3m (2007: £237.4m). Adjusting for Datamonitor, deferred income at 31 December 2008 was 28% ahead of the same date last year. Deferred income arises primarily from future subscriptions or forward bookings for trade shows, exhibitions or conferences. Our academic journal business renews annually a year in advance and many trade shows and exhibitions, because of their market leading status receive commitments a year in advance. This provides significant visibility to future cash flows which is particularly relevant when managing the current level of debt.
The decrease in the hedging and translation reserve of £138.1m relates to the net currency impact from retranslating assets and goodwill offset by the conversion of liabilities (principally loans) also held in those same currencies. Additionally there was a net decrease in the fair value of interest rate derivatives held of £34.1m.
On 4 April 2008 the Group disposed of all the freehold property that was classified as held for sale for cash consideration of £2.2 million, which equalled the carrying amount.
Cash Flow
The Group continues to generate excellent cash flows and this is reflected in an adjusted cash conversion rate (expressed as adjusted cash generated by operations as a percentage of adjusted operating profit, as set out in note 10 of the results) of 121% (2007: 110%). In the year ended 31 December 2008, before taking into account financing activities, spend on acquisitions or proceeds from the sale of assets, the Group generated free cash flow of £205.7m.
Net debt increased by £96.9m from £1,244.9m to £1,341.8m reflecting cash flow of £148.9m offset by mainly adverse exchange movements of £244.4m. During the year the Group paid £73.9m in relation to the 2007 final and the 2008 interim dividends.
Bank Covenants
The Group has in place an amortising term loan facility, fully drawn in three currency tranches, of US dollar 798m, Euro 171m and Sterling 400m as at 31 December 2008. The Group also has a non-amortising £500m multicurrency revolving credit facility. These facilities are in place until May 2012 and there is significant headroom.
The principal financial covenant ratios under these facilities are maximum net debt to EBITDA and minimum EBITDA interest cover, tested semi-annually. At 31 December 2008 both financial covenants were comfortably achieved. The ratio of net debt to EBITDA at 31 December 2008 was 3.77 times (covenant 4.25 times).
The maximum net debt to EBITDA covenant tightens to 3.5 times by 31 December 2009. With the Group's high cash conversion rate, current headroom levels are expected to be maintained throughout the current financial year. Nevertheless, we are targeting to reduce this ratio to below 3 times by the year end.
Going Concern Basis
A number of risk factors and uncertainties affect the Group's results and financial position. In particular the current economic climate creates uncertainties over the level of demand for the Group's products and services. The Group adopts an extensive budgeting process in forecasting its trading results and cash flows and updates these forecasts to reflect current trading on a regular basis.
The Group sensitises its projections to reflect reasonably possible changes in trading performance and cash conversions, taking into account its substantial deferred revenues (£309.3m at 31 December 2008). These forecasts and projections show that the Group should be able to operate within the level of its current facility and meet its covenant requirements.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.
Related Party Transactions
Other than those relating to Directors' remuneration, there are no related party transactions to be reported in the Annual Report and Consolidated Financial Statements for the financial year ended 31 December 2008. Also, there have been no changes in related party transactions from those described in Informa plc's Annual Report and Financial Statements for the financial year ended 31 December 2007 that could have a material effect on the financial position or performance of the Group in the financial year ended 31 December 2008.
Notices
This announcement 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 or advisers do not accept or assume responsibility to any other person to whom this announcement is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed. Statements contained in this announcement are based on the knowledge and information available to the Company's Directors at the date it was prepared and therefore the facts stated and views expressed may change after that date. By their nature, some statements concerning the risks and uncertainties facing the Company in this announcement involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. To the extent that this announcement contains any statement dealing with any time after the date of its preparation such statement is merely predictive and speculative as it relates to events and circumstances which are yet to occur. The Company undertakes no obligation to update these forward looking statements.
This announcement does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any Informa plc shares.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
Annual Report and Financial Statements 2008
The Annual Report and Financial Statements for the financial year ended 31 December 2008 will be sent to shareholders and published on www.informa.com in early April 2009.
Copies of this announcement may be obtained during normal business hours from the Company's Registered Office at Mortimer House, 37-41 Mortimer Street, London, W1T 3JH.
Consolidated Income Statement
For the Year Ended 31 December 2008
|
|
|
|
|
Year ended |
Year ended |
|
|
|
|
|
2008 |
2007 |
|
|
Notes |
|
|
£'000 |
£'000 |
Continuing operations |
|
|
|
|
|
|
Revenue |
|
2 |
|
|
1,277,993 |
1,129,098 |
Change in inventories of finished goods and work in progress |
|
|
|
|
9,050 |
2,009 |
Raw materials and consumables used |
|
|
|
|
(464,497) |
(378,880) |
Employee benefit expense |
|
|
|
|
(354,434) |
(318,586) |
Depreciation expense |
|
|
|
|
(10,761) |
(9,066) |
Amortisation of intangible fixed assets |
|
|
|
|
(129,051) |
(104,957) |
Impairment of available for sale investments |
|
|
|
|
(216) |
(755) |
Other expenses |
|
|
|
|
(163,493) |
(164,893) |
Operating profit |
|
2 |
|
|
164,591 |
153,970 |
Profit on disposal of businesses |
|
|
|
|
16,748 |
- |
Profit on disposal of available for sale investment |
|
|
|
|
- |
33,365 |
Finance costs |
|
5 |
|
|
(77,381) |
(67,763) |
Investment income |
|
5 |
|
|
4,981 |
4,793 |
Profit before tax |
|
|
|
|
108,939 |
124,365 |
Tax charge |
|
6 |
|
|
(22,966) |
(24,279) |
Profit for the year |
|
|
|
|
85,973 |
100,086 |
Attributable to: |
|
|
|
|
|
|
- Equity holders of the parent |
|
|
|
|
84,846 |
99,192 |
- Minority interests |
|
|
|
|
1,127 |
894 |
Earnings per share |
|
8 |
|
|
|
|
- Basic (p) |
|
|
|
|
19.97 |
23.40 |
- Diluted (p) |
|
|
|
|
19.96 |
23.32 |
Consolidated Statement of Recognised Income and Expense
For the Year Ended 31 December 2008
|
|
|
|
Year ended |
Year ended |
|
|
|
|
2008 |
2007 |
|
Notes |
|
|
£'000 |
£'000 |
Loss on cash flow hedges |
9 |
|
|
(34,141) |
(16,577) |
Gain/(loss) on translation of foreign operations |
9 |
|
|
161,913 |
(9,781) |
Actuarial (losses)/gains on defined benefit pension schemes |
9 |
|
|
(3,643) |
1,375 |
Tax on items taken directly to equity |
6 |
|
|
10,579 |
11,457 |
Net income/(expense) recognised directly in equity |
|
|
|
134,708 |
(13,526) |
Transferred from/(to) profit or loss on cash flow hedges |
9 |
|
|
745 |
(1,904) |
Profit for the year |
|
|
|
85,973 |
100,086 |
Total recognised income and expense for the year |
|
|
|
221,426 |
84,656 |
Attributable to: |
|
|
|
|
|
- Equity holders of the parent |
|
|
|
220,299 |
83,762 |
- Minority interests |
|
|
|
1,127 |
894 |
|
|
|
|
|
|
Consolidated Balance Sheet
At 31 December 2008
|
|
|
|
2008 |
2007 |
|
Note |
|
|
£'000 |
£'000 |
ASSETS |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Goodwill |
|
|
|
1,810,500 |
1,554,351 |
Other intangible assets |
|
|
|
1,246,483 |
1,154,534 |
Property and equipment |
|
|
|
27,121 |
24,603 |
Available for sale investments |
|
|
|
41 |
257 |
Deferred tax assets |
|
|
|
39,353 |
31,835 |
Derivative financial instruments |
|
|
|
- |
1,990 |
|
|
|
|
3,123,498 |
2,767,570 |
Current assets |
|
|
|
|
|
Inventory |
|
|
|
39,947 |
31,523 |
Trade and other receivables |
|
|
|
287,455 |
247,647 |
Cash and cash equivalents |
|
|
|
13,710 |
23,973 |
Derivative financial instruments |
|
|
|
19 |
790 |
|
|
|
|
341,131 |
303,933 |
Non-current assets classified as held for sale |
|
|
|
- |
2,247 |
Total assets |
|
|
|
3,464,629 |
3,073,750 |
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
Called up share capital |
9 |
|
|
425 |
425 |
Share premium account |
9 |
|
|
1,191 |
- |
Reserve for shares to be issued |
9 |
|
|
3,599 |
5,394 |
Merger reserve |
9 |
|
|
496,400 |
496,400 |
Other reserve |
9 |
|
|
37,398 |
37,398 |
ESOP trust shares |
9 |
|
|
(382) |
(1,955) |
Hedging and translation reserve |
9 |
|
|
54,502 |
(83,574) |
Capital reserve |
9 |
|
|
- |
547,075 |
Retained earnings/(losses) |
9 |
|
|
478,595 |
(73,312) |
Equity attributable to equity holders of parent |
|
|
|
1,071,728 |
927,851 |
Minority interests |
|
|
|
1,236 |
612 |
Total equity |
|
|
|
1,072,964 |
928,463 |
Non-current liabilities |
|
|
|
|
|
Long-term borrowings |
|
|
|
1,234,572 |
1,205,427 |
Deferred tax liabilities |
|
|
|
306,511 |
293,151 |
Retirement benefit obligation |
|
|
|
10,306 |
8,437 |
Provisions |
|
|
|
12,904 |
28,027 |
Trade and other payables |
|
|
|
3,416 |
5,725 |
Derivative financial instruments |
|
|
|
41,381 |
13,142 |
|
|
|
|
1,609,090 |
1,553,909 |
Current liabilities |
|
|
|
|
|
Short-term borrowings |
|
|
|
120,957 |
63,396 |
Current tax liabilities |
|
|
|
99,477 |
92,483 |
Provisions |
|
|
|
10,054 |
8,616 |
Trade and other payables |
|
|
|
238,125 |
189,523 |
Deferred income |
|
|
|
309,252 |
237,360 |
Derivative financial instruments |
|
|
|
4,710 |
- |
|
|
|
|
782,575 |
591,378 |
Total liabilities |
|
|
|
2,391,665 |
2,145,287 |
Total equity and liabilities |
|
|
|
3,464,629 |
3,073,750 |
Consolidated Cash Flow Statement
For the Year Ended 31 December 2008
|
|
|
|
Year ended |
Year ended |
|
|
|
|
2008 |
2007 |
|
Note |
|
|
£'000 |
£'000 |
Operating activities |
|
|
|
|
|
Cash generated by operations |
10 |
|
|
351,848 |
279,160 |
Income taxes paid |
|
|
|
(39,199) |
(30,970) |
Interest paid |
|
|
|
(73,348) |
(84,340) |
Net cash from operating activities |
|
|
|
239,301 |
163,850 |
Investing activities |
|
|
|
|
|
Investment income |
|
|
|
5,473 |
4,459 |
Proceeds on disposal of property, equipment and non-current assets classified as held for sale |
|
|
|
6,152 |
105 |
Purchases of intangible software assets |
|
|
|
(25,254) |
(25,666) |
Purchases of property and equipment |
|
|
|
(13,855) |
(8,332) |
Disposal of available for sale investments |
|
|
|
- |
38,893 |
Acquisition of subsidiaries and businesses |
|
|
|
(18,233) |
(598,984) |
Disposal of businesses |
|
|
|
29,932 |
- |
Net cash used in investing activities |
|
|
|
(15,785) |
(589,525) |
Financing activities |
|
|
|
|
|
Dividends paid |
|
|
|
(73,917) |
(61,520) |
Repayments of borrowings |
10 |
|
|
(409,790) |
(1,073,971) |
Loans drawn down/new bank loans raised |
10 |
|
|
254,257 |
1,555,467 |
Repayments of obligations under finance leases |
10 |
|
|
(2) |
(8) |
Proceeds from the issue of share capital |
|
|
|
1,191 |
3,863 |
Investment in own shares |
|
|
|
(1,878) |
- |
Net cash (outflow)/inflow from financing activities |
|
|
|
(230,139) |
423,831 |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
|
(6,623) |
(1,844) |
|
|
|
|
|
|
Cash and cash equivalents at beginning of year net of overdrafts |
|
|
|
16,906 |
18,750 |
|
|
|
|
|
|
Cash and cash equivalents at end of year net of overdrafts |
|
|
|
10,283 |
16,906 |
|
|
|
|
|
|
Notes to the Preliminary Announcement
For the Year Ended 31 December 2008
1. Basis of Preparation
The financial information set out in the preliminary announcement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985, but is derived from those accounts. While the financial information in this preliminary announcement has been prepared in accordance with International Financial Reporting Standards (IFRS), this announcement does not itself contain sufficient information to comply with IFRS. The IFRS accounting policies applied in respect of the current and prior years have previously been disclosed. Statutory accounts for the year ended 31 December 2007 have been delivered to the Registrar of Companies and those for the year ended 31 December 2008 will be delivered following the Company's Annual General Meeting. The statutory accounts for the year ended 31 December 2008 will be despatched to shareholders by 6 April 2009 for approval at the Annual General Meeting on 8 May 2009. The auditors have reported on those accounts - their reports were unqualified and did not contain statements under Section 237(2) or (3) of the Companies Act 1985.
2. Business and Geographical Segments
Analysis by market sector
|
|
Revenue |
|
Operating profit |
||
|
|
2008 |
2007 |
|
2008 |
2007 |
|
|
£'000 |
£'000 |
|
£'000 |
£'000 |
Academic & Scientific Division |
|
|
|
|
|
|
Scientific, Technical & Medical |
|
237,035 |
200,948 |
|
46,128 |
36,293 |
Humanities & Social Sciences |
|
154,819 |
138,513 |
|
31,102 |
23,161 |
|
|
391,854 |
339,461 |
|
77,230 |
59,454 |
Professional Division |
|
|
|
|
|
|
Performance Improvement |
|
229,374 |
225,260 |
|
13,488 |
17,899 |
Financial Data Analysis |
|
96,520 |
72,422 |
|
21,365 |
16,893 |
Finance, Insurance, Law & Tax |
|
100,403 |
95,648 |
|
16,043 |
17,155 |
|
|
426,297 |
393,330 |
|
50,896 |
51,947 |
Commercial Division |
|
|
|
|
|
|
Regional Events |
|
297,180 |
250,701 |
|
11,092 |
14,860 |
Telecoms & Media |
|
90,173 |
73,990 |
|
14,815 |
17,744 |
Maritime & Commodities |
|
72,489 |
71,616 |
|
10,558 |
9,965 |
|
|
459,842 |
396,307 |
|
36,465 |
42,569 |
Total from continuing operations |
|
1,277,993 |
1,129,098 |
|
164,591 |
153,970 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit |
|
|
|
|
|
|
2008 |
2007 |
|
|
|
|
Note |
£'000 |
£'000 |
Academic & Scientific Division |
|
|
|
|
|
|
Scientific, Technical & Medical |
|
|
|
|
75,644 |
62,896 |
Humanities & Social Sciences |
|
|
|
|
42,456 |
34,034 |
|
|
|
|
|
118,100 |
96,930 |
Professional Division |
|
|
|
|
|
|
Performance Improvement |
|
|
|
|
39,088 |
35,292 |
Financial Data Analysis |
|
|
|
|
31,519 |
21,964 |
Finance, Insurance, Law & Tax |
|
|
|
|
25,831 |
26,667 |
|
|
|
|
|
96,438 |
83,923 |
Commercial Division |
|
|
|
|
|
|
Regional Events |
|
|
|
|
54,181 |
46,519 |
Telecoms & Media |
|
|
|
|
25,315 |
23,225 |
Maritime & Commodities |
|
|
|
|
11,808 |
10,396 |
|
|
|
|
|
91,304 |
80,140 |
Adjusted operating profit |
|
|
|
4 |
305,842 |
260,993 |
Geographical segments
The following table provides an analysis of the Group's revenue by geographical market, irrespective of the origin of the goods/services:
|
|
|
Revenue by geographical |
|||
|
|
|
market |
|||
|
|
|
|
|
2008 |
2007 |
|
|
|
|
|
£'000 |
£'000 |
United Kingdom |
|
|
|
|
164,017 |
148,545 |
North America |
|
|
|
|
467,835 |
427,358 |
Continental Europe |
|
|
|
|
380,116 |
336,793 |
Rest of World |
|
|
|
|
266,025 |
216,402 |
|
|
|
|
|
1,277,993 |
1,129,098 |
3 Restructuring Costs
|
2008 |
2007 |
|
|
Note |
£'000 |
£'000 |
Business restructuring |
|
14,868 |
5,426 |
Integration costs |
|
1,826 |
1,774 |
Aborted merger costs |
|
673 |
- |
Board level changes |
|
- |
472 |
|
4 |
17,367 |
7,672 |
In the year ended 31 December 2008, restructuring costs comprise aborted merger costs £673,000 (2007: £nil), reorganisation costs of £3,212,000 (2007: £2,354,000), redundancy costs of £9,910,000 (2007: £4,846,000) and vacant property provisions of £3,572,000 (2007: £ nil). These items are included in the other expenses line on the Income Statement except for redundancies which are included in employee benefit expense.
4. Adjusted Figures
|
|
|
2008 |
2007 |
|
Note |
|
£'000 |
£'000 |
|
|
|
|
|
Reconciliation of operating profit to adjusted operating profit: |
|
|
|
|
Operating profit |
|
|
164,591 |
153,970 |
|
|
|
|
|
Adjusting operating profit items |
|
|
|
|
|
|
|
|
|
Restructuring costs |
3 |
|
17,367 |
7,672 |
Intangible asset amortisation1 |
|
|
123,884 |
99,351 |
Adjusting operating profit items |
|
|
141,251 |
107,023 |
Adjusted operating profit |
|
|
305,842 |
260,993 |
Reconciliation of statutory profit before tax to adjusted profit before tax: |
|
|
|
|
Profit before tax |
|
|
108,939 |
124,365 |
|
|
|
|
|
Adjusting operating profit items |
|
|
141,251 |
107,023 |
Profit on disposal of available for sale investment |
|
|
- |
(33,365) |
Profit on disposal of businesses |
|
|
(16,748) |
- |
|
|
|
|
|
Finance costs |
|
|
|
|
Excess interest on early repayment of private placement loan notes |
|
|
- |
915 |
Bank loan facility fees written off on refinancing |
|
|
- |
3,666 |
|
|
|
- |
4,581 |
Adjusting profit before tax items |
|
|
124,503 |
78,239 |
Adjusted profit before tax |
|
|
233,442 |
202,604 |
Reconciliation of profit for the year to adjusted profit for the year: |
||||
Profit for the year |
|
|
85,973 |
100,086 |
|
|
|
|
|
Adjusted profit before tax items |
|
|
124,503 |
78,239 |
|
|
|
|
|
Attributable tax expense on adjusting items |
|
|
(37,940) |
(26,465) |
Adjusting profit for the year items |
|
|
86,563 |
51,774 |
Adjusted profit for the year |
|
|
172,536 |
151,860 |
1Excludes software amortisation
5. Finance Costs and Investment Income
|
|
2008 |
2007 |
|
|
£'000 |
£'000 |
Interest expense on financial liabilities measured at amortised cost |
|
73,429 |
60,114 |
Interest on pension scheme liabilities |
|
3,846 |
3,403 |
Bank loan facility fees written off on refinancing |
|
- |
3,666 |
Excess interest on early repayment of private placement loan notes |
|
- |
915 |
Total Interest Expense |
|
77,275 |
68,098 |
|
|
|
|
Hedge ineffectiveness on cash flow hedges |
|
72 |
(616) |
Fair value gains transferred from equity on interest rate swaps designated as cash flow hedges of floating rate debt |
|
34 |
281 |
Finance costs |
|
77,381 |
67,763 |
|
|
2008 |
2007 |
|
|
£'000 |
£'000 |
Loans and receivables: |
|
|
|
Interest Income |
|
|
|
Bank deposits |
|
784 |
958 |
Interest on unwinding of discounted loan |
|
- |
80 |
Expected return on pension scheme assets |
|
4,197 |
3,755 |
Investment income |
|
4,981 |
4,793 |
6. Tax
The tax charge comprises:
|
|
2008 |
2007 |
|
|
£'000 |
£'000 |
Current tax: |
|
|
|
UK corporation tax |
|
24,762 |
20,617 |
Foreign tax |
|
22,792 |
24,107 |
|
|
47,554 |
44,724 |
|
|
|
|
Deferred tax: |
|
|
|
Current year |
|
(24,588) |
(20,445) |
Total tax charge on profit on ordinary activities |
|
22,966 |
24,279 |
UK corporation tax is calculated at 28.5% (2007: 30%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
A reduction in the UK tax rate from 30% to 28% has applied from 1 April 2008. This impacts the current tax charge for the year to 31 December 2008 and has been applied to the deferred tax attributable to the UK in the 2007 accounts.
The total charge for the year can be reconciled to the accounting profit as follows:
|
|
2008 |
|
2007 |
|
£'000 |
% |
£'000 |
% |
|
|
|
|
|
Profit before taxation |
108,939 |
|
124,365 |
|
|
|
|
|
|
Tax at the UK corporation tax rate of 28.5% (2007: 30%) |
31,048 |
28.5 |
37,309 |
30 |
|
|
|
|
|
Tax effect of expenses that are not deductible in determining taxable profit |
2,567 |
2.4 |
2,434 |
2 |
Effect of different tax rates of subsidiaries operating in other jurisdictions |
(10,649) |
(9.8) |
(15,283) |
(12) |
Deferred tax not previously recognised |
- |
- |
(181) |
- |
Tax expense and effective rate for the year |
22,966 |
21.1 |
24,279 |
20 |
In addition to the income tax expense charged to the Income Statement, a tax debit of £10,579,000 (2007: tax debit of £11,457,000) all of which relates to deferred tax has been recognised in equity during the year.
The tax charge arising on the disposal of the relevant subsidiary was £4,622,000.
7. Dividends
|
|
|
2008 |
2007 |
|
|
|
£'000 |
£'000 |
Amounts recognised as distributions to equity holders in the year: |
|
|
|
|
Final dividend for the year ended 31 December 2006 of 8.90p per share |
|
|
- |
37,759 |
Interim dividend for the year ended 31 December 2007 of 5.60p per share |
|
|
- |
23,761 |
Final dividend for the year ended 31 December 2007 of 11.30p per share |
|
|
47,986 |
- |
Interim dividend for the year ended 31 December 2008 of 6.10p per share |
|
|
25,931 |
- |
|
|
|
73,917 |
61,520 |
|
|
|
|
|
Proposed final dividend for the year ended 31 December 2008 of 3.90p per share (2007: 11.30p per share) |
|
|
16,580 |
48,013 |
The number of holders of ordinary shares of 0.10p which have waived their rights to receive dividends is nil (2007: holders of 300,391 ordinary shares of 0.10p).
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.
8. Earnings per Share
Basic
The basic earnings per share calculation is based on a profit attributable to equity shareholders of the parent of £84,846,000 (2007: £99,192,000). This profit on ordinary activities after taxation is divided by the weighted average number of shares in issue (less those non-vested shares held by employee share ownership trusts) which is 424,882,985 (2007: 423,972,990).
Diluted
The diluted earnings per share calculation is based on the basic earnings per share calculation above except that the weighted average number of shares includes all potentially dilutive options granted by the Balance Sheet date as if those options had been exercised on the first day of the accounting period or the date of the grant, if later, giving a weighted average of 425,142,640 (2007: 425,437,510).
The table below sets out the adjustment in respect of diluted potential ordinary shares:
|
|
2008 |
2007 |
Weighted average number of shares used in basic earnings per share calculation |
|
424,882,985 |
423,972,990 |
Effect of dilutive share options |
|
259,655 |
1,464,520 |
Weighted average number of shares used in diluted earnings per share calculation |
|
425,142,640 |
425,437,510 |
Adjusted earnings per share
The basic and diluted adjusted earnings per share calculations have been made to allow shareholders to gain a further understanding of the trading performance of the Group. They are based on the basic and diluted earnings per share calculations above except that profits are based on continuing operations attributable to equity shareholders and are adjusted for items that are not perceived by management to be part of the underlying trends in the business and the tax effect of those adjusting items as follows:
|
|
2008 |
2007 |
|
Note |
£'000 |
£'000 |
Profit for the year |
|
85,973 |
100,086 |
Minority interests |
|
(1,127) |
(894) |
Adjusting items net of attributable taxation |
4 |
86,563 |
51,774 |
Adjusted profit for the year attributable to equity shareholders |
|
171,409 |
150,966 |
|
|
|
|
Earnings per share: |
|
|
|
- Adjusted basic (p) |
|
40.34 |
35.61 |
- Adjusted diluted (p) |
|
40.32 |
35.48 |
9. Capital and Reserves
|
|
|
Reserve |
|
|
|
|
|
|
|
|
|
|
for |
|
|
|
|
Hedging |
|
|
|
|
Share |
Shares |
|
|
ESOP |
|
and |
|
Retained |
|
Share |
Premium |
to be |
Merger |
Other |
Trust |
Revaluation |
Translation |
Capital |
(Losses)/ |
|
Capital |
Account |
Issued |
Reserve |
Reserve |
Shares |
Reserve |
Reserve |
Reserve |
Gains |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
At 1 January 2007 |
42,327 |
501,310 |
2,803 |
496,400 |
37,398 |
(3,332) |
26,190 |
(59,954) |
- |
(111,742) |
Profit for the period attributable to equity holders of the parent |
- |
- |
- |
- |
- |
- |
- |
- |
- |
99,192 |
Actuarial gain on defined benefit pension scheme |
- |
- |
- |
- |
- |
- |
- |
- |
- |
1,375 |
Tax on items taken directly to equity |
- |
- |
- |
- |
- |
- |
7,200 |
4,642 |
- |
(385) |
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
- |
- |
- |
(9,781) |
- |
- |
Decrease in fair value of derivatives |
- |
- |
- |
- |
- |
- |
- |
(16,577) |
- |
- |
Transfer to income |
- |
- |
- |
- |
- |
- |
- |
(1,904) |
- |
- |
Dividends to shareholders |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(61,520) |
Share award expense |
- |
- |
2,591 |
- |
- |
- |
- |
- |
- |
- |
Options exercised |
136 |
- |
- |
- |
- |
1,377 |
- |
- |
- |
(232) |
Premium arising on options exercised during year |
- |
3,727 |
- |
- |
- |
- |
- |
- |
- |
- |
Capital Reduction |
(42,038) |
(505,037) |
- |
- |
- |
- |
- |
- |
547,075 |
- |
Sale of available for sale investment |
- |
- |
- |
- |
- |
- |
(33,390) |
- |
- |
- |
At 31 December 2007 |
425 |
- |
5,394 |
496,400 |
37,398 |
(1,955) |
- |
(83,574) |
547,075 |
(73,312) |
Profit for the period attributable to equity holders of the parent |
- |
- |
- |
- |
- |
- |
- |
- |
- |
84,846 |
Actuarial loss on defined benefit pension scheme |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(3,643) |
Tax on items taken directly to equity |
- |
- |
- |
- |
- |
- |
- |
9,559 |
- |
1,020 |
Exchange differences on translation of foreign operations |
- |
- |
- |
- |
- |
- |
- |
161,913 |
- |
- |
Decrease in fair value of derivatives |
- |
- |
- |
- |
- |
- |
- |
(34,141) |
- |
- |
Transfer from income |
- |
- |
- |
- |
- |
- |
- |
745 |
- |
- |
Dividends to shareholders |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(73,917) |
Share award expense |
- |
- |
498 |
- |
- |
- |
- |
- |
- |
- |
Purchase of own shares |
- |
- |
- |
- |
- |
(3,034) |
- |
- |
- |
|
Options exercised |
- |
- |
- |
- |
- |
4,607 |
- |
- |
- |
(4,607) |
Premium arising on options exercised during year |
- |
1,191 |
- |
- |
- |
- |
- |
- |
- |
- |
Awards vesting under Long Term Incentive Plans |
- |
- |
(2,293) |
- |
- |
- |
- |
- |
- |
1,133 |
Capital Reduction |
- |
- |
- |
- |
- |
- |
- |
- |
(547,075) |
547,075 |
At 31 December 2008 |
425 |
1,191 |
3,599 |
496,400 |
37,398 |
(382) |
- |
54,502 |
- |
478,595 |
As at 31 December 2008 the Informa Employee Share Trust held 93,269 (2007: 297,616) ordinary shares in the Company at a cost of £382,000 (2007: £1,955,000) and a market value of £230,000 (2007: £1,374,000). Informa Quest Ltd held nil (2007: 2,775) ordinary shares at a book cost of £nil (2007: £15,000) and a market value of £nil (2007: £13,000). 93,269 shares (2007: nil) held by the Employee Share Trust have been allocated to individuals and accordingly, dividends on these shares are payable.
At 31 December 2008 the Group held 0.0% (2007: 0.1%) of its own called up share capital.
On 31 March 2008, the entire capital reserve, created as a result of the reduction of the Company's issued share capital and cancellation of the Company's share premium account on 19 December 2007, was released to retained earnings in accordance with the terms of an undertaking given to the court in connection with the reduction and cancellation.
10. Notes to the Cash Flow Statement
|
|
2008 |
|
2007 |
|
|
£'000 |
|
£'000 |
Operating profit |
|
164,591 |
|
153,970 |
|
|
|
|
|
Adjustments for: |
|
|
|
|
Depreciation of property and equipment |
|
10,761 |
|
9,066 |
Amortisation of intangible assets |
|
129,051 |
|
104,957 |
Impairment of available for sale investments |
|
216 |
|
755 |
(Profit)/loss on disposal of property and equipment |
|
(116) |
|
228 |
Operating cash flows before movements in working capital |
|
304,503 |
|
268,976 |
|
|
|
|
|
(Increase)/decrease in inventories |
|
(8,424) |
|
2,694 |
Increase in receivables |
|
(35,944) |
|
(11,985) |
Increase in payables |
|
89,574 |
|
17,449 |
Movement in other operating items |
|
2,139 |
|
2,026 |
Cash generated by operations |
|
351,848 |
|
279,160 |
Cash and cash equivalents (which are presented as a single class of assets on the face of the Balance Sheet) comprise cash at bank, bank overdrafts and other short-term highly liquid investments with a maturity of three months or less.
Adjusted cash generated by operations
|
|
2008 |
|
2007 |
|
Notes |
£'000 |
|
£'000 |
Cash generated by operations |
|
351,848 |
|
279,160 |
Restructuring costs |
3 |
17,367 |
|
7,672 |
Adjusting items on a cash flow basis |
|
369,215 |
|
286,832 |
Accrued in prior year |
|
5,450 |
|
5,725 |
Accrued at year end |
|
(3,553) |
|
(5,450) |
Adjusted cash generated by operations |
|
371,112 |
|
287,107 |
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit |
4 |
305,842 |
|
260,993 |
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
|
|
% |
|
% |
Percentage of adjusted operating profit converted to adjusted cash generated by operations |
|
121 |
|
110 |
Analysis of Net Debt
|
At |
|
|
|
At 31 |
|
1 January |
Non-cash |
Cash |
Exchange |
December |
|
2008 |
items |
flow |
movement |
2008 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Cash at bank and in hand |
23,973 |
- |
(10,263) |
- |
13,710 |
Overdrafts |
(7,067) |
- |
3,640 |
- |
(3,427) |
Net cash |
16,906 |
- |
(6,623) |
- |
10,283 |
Bank loans due in less than one year |
(55,775) |
- |
(60,551) |
- |
(116,326) |
Loan notes due in less than one year |
(551) |
(685) |
33 |
- |
(1,203) |
Bank loans due in more than one year |
(1,200,861) |
(1,530) |
212,173 |
(244,351) |
(1,234,569) |
Loan notes due in more than one year |
(4,563) |
685 |
3,878 |
- |
- |
Finance leases due in less than one year |
(3) |
- |
2 |
- |
(1) |
Finance leases due in more than one year |
(3) |
- |
- |
- |
(3) |
|
(1,244,850) |
(1,530) |
148,912 |
(244,351) |
(1,341,819) |