TIDMDATA
RNS Number : 8539X
GlobalData PLC
27 February 2017
27 February 2017
GlobalData Plc
Final Results For The Year Ended 31 December 2016
"Transformed business delivers record results"
Key Achievements
-- Group revenues of GBP100 million
-- A global business information company following the
successful integration of recent acquisitions
-- Focus on building global platform, strong business model and management team
-- Business rebranded to GlobalData across all markets and geographies
Financial Highlights
-- Group revenue increased by 65% to GBP100.0m (2015: GBP60.5m)
-- Deferred revenue increased by 57% to GBP46.1m (2015: GBP29.3m)
-- Adjusted EBITDA(1) increased by 71% to GBP20.6m (2015: GBP12.0m)
-- Adjusted EBITDA margin(1) has risen from 19.8% to 20.6% despite investment
-- Cash from operations increased to GBP15.0m (2015: GBP10.9m)
-- Final Dividend of 4.0 pence per share (2015: 2.5 pence);
total dividend of 6.5 pence per share (2015: 2.5 pence)
-- Statutory loss before tax of GBP2.5m (2015: loss of GBP2.8m),
which includes non-cash charges of GBP13.4m amortisation of
acquired intangibles, GBP2.8m share based payments and GBP1.6m of
unrealised foreign exchange losses.
Bernard Cragg, Executive Chairman of GlobalData Plc,
commented:
"The business has performed well over the past year, achieving
record levels of both reported and deferred revenues. We have
combined three businesses to create a leading global business
information company. Our results for the year's trading are
encouraging, more so given that for much of the year we focused on
integrating the businesses and creating a strong global platform.
We are now leveraging this platform to drive significant growth and
profitability".
Note 1: Adjusted EBITDA: Earnings before interest, tax,
depreciation and amortisation, non-trading exchange rate movements,
impairment, share based payments, adjusted for costs associated
with derivatives, acquisitions and restructuring of the Group.
Adjusted EBITDA margin is defined as: Adjusted EBITDA as a
percentage of revenue.
ENQURIES
GlobalData Plc 0207 936 6400
Mike Danson, Chief Executive
Simon Pyper, Chief Financial Officer
N+1 Singer 0207 496 3000
James Maxwell
James White
Hudson Sandler 0207 796 4133
Nick Lyon
EXECUTIVE CHAIRMAN'S STATEMENT
The business has performed well over the past year, achieving
record levels of both reported and deferred revenues. We have
combined three businesses to create a leading global business
information company. Our results for the year's trading are
encouraging; more so given that for much of the year we focused on
integrating the businesses and creating a strong global platform.
We are now leveraging this platform to drive significant growth and
profitability.
Key Achievements
We have combined three businesses to create a leading global
business information company.
-- Revenues of GBP100 million: A landmark for the Group, with
both reported revenues and deferred revenues at record levels.
-- Integration of major acquisitions: The Consumer acquisition
completed in September 2015 has now been integrated into our
existing offering on a single platform with a single brand
identity. The Healthcare acquisition completed in January 2016
brought management and operational scale in the important North
American market, which is now being exploited for the benefit of
the wider Group.
-- Focused on building a global platform: Our business model is
a relatively simple one: create the content once and leverage
revenues from that content across multiple formats (subscriptions,
reports and research engagements) and geographies. We have made
significant efforts in investing in our global platform and
infrastructure, improving and strengthening our management team and
in ensuring that the Group presents a single, simplified
proposition in the markets and geographies we serve.
-- Rebranding to GlobalData: We are a Group formed by the
combining of three businesses. We are in substance a new business
and as such we have rebranded the Group across all our markets and
geographies to present a single, simplified proposition which
better reflects our business and our values.
Looking Forward
We are an ambitious business which challenges itself on a daily
basis to be better at what we do. Our ambition is to provide our
customers with world-class products and customer service. For our
employees, we aim to be an employer of choice providing an
enriching and rewarding environment to work in and for our
shareholders we aim to provide returns which reflect our reported
earnings and long-term prospects.
To deliver increased shareholder returns over the medium to long
term the Group aims to:
-- Achieve strong organic growth: Leveraging our unique content
and delivery across multiple formats and geographies whilst better
exploiting our common platforms, processes and operations.
-- Make acquisitions that are strategic and earnings accretive:
We look for acquisitions that are strategic in nature and which
over a reasonable time frame increase total returns. We also, from
time to time, make small bolt-on acquisitions that either broaden
our offering or extend our client reach in an existing market. Our
acquisition process is robust and diligent and is supervised by the
Board.
-- Maintain a progressive dividend policy: Our business is
focused on revenue growth, the efficient management of working
capital and increased cash generation. We believe we can invest in
the business, achieve growth in profits and service a progressive
dividend policy that reflects our growth and long-term
prospects.
Our employees
The transition of the Group to one now focused on the provision
of business information services to customers based around the
globe has been demanding, more so given the additional challenges
brought about by our recent acquisitions. That we have delivered a
good set of results during a period of such change is entirely down
to the quality, commitment and talent of our employees.
Board Changes
Kelsey van Musschenbroek has informed the Board of the Company
that he does not intend to stand for re-election as a Non-Executive
Director at the forthcoming AGM. On behalf of the Board, I would
like to express our sincere gratitude to Kelsey for his help and
support over the past years and to wish him a long and happy
retirement.
Mark Freebairn has informed the Board of the Company that he
does not wish to stand for re-election as a Non-Executive Director
at the forthcoming AGM. On behalf of the Board, I would like to
thank Mark for his significant contribution over the past years and
to wish him the very best for the future.
The Board is also announcing today, the appointment of two new
Non-Executive Directors to the Board, Annette Barnes and Andrew
Day. Annette is currently a Managing Director and CEO of Lloyds
Private Banking Ltd and Andrew is Chief Data Officer for J
Sainsbury Plc.
Dividend
Having regard to the improved prospects for the Group and the
cash requirements of the business for the year ahead, the Board is
pleased to announce a final dividend of 4.0 pence per share (2015:
2.5 pence). The proposed final dividend will be paid on 12 May 2017
to shareholders on the register at the close of business on 18
April 2017. The ex-dividend date will be on 13 April 2017. The
proposed final dividend increases the total dividend for the year
to 6.5 pence per share (2015: 2.5 pence).
Current trading and outlook
We have started the year well and remain confident that we will
make further progress.
Bernard Cragg
Executive Chairman
27 February 2017
CHIEF EXECUTIVE'S REVIEW
In many respects we are a new business with 2016 being our first
year as a business information company operating under a single
brand, across multiple geographies and industry markets. Our recent
acquisitions have transformed the business and the Group now
derives the majority of its revenues from annual subscription
contracts and other information services.
The transformation of our business to a global business
information company operating in dynamic and competitive markets
could not have been possible without the hard work and commitment
of our employees. I would like to express my own and my fellow
Board members' appreciation to all our colleagues across the globe
and to wish them continued success.
Along with the integration of our recent acquisitions we have
spent much of the past year putting in place the building blocks
for growth and have changed our executive and senior management
structures to better reflect the new business model.
Our first full twelve months of trading as GlobalData have been
encouraging with the Group delivering good revenue and earnings
growth. Moreover, we start 2017 with record levels of deferred
revenues, which provide improved revenue and earnings
visibility.
For the year ahead our focus will be on doing things simply and
doing them well. We are building a business which is clearly
differentiated from the competition, which is hard to replicate and
whose products and services are embedded in the day-to-day
processes and operations of both new and existing clients.
Our Mission
We are helping our clients to decode the future, to be more
successful and innovative. We provide our clients with innovative
solutions to complex issues, delivered via a single online
platform, which leverages our unique data and expert analysis
across multiple markets and geographies. We help our clients with
strategic planning, competitive intelligence, new product
development, identifying new consumer trends, marketing
opportunities and new sales channel prospects.
At a time of increased uncertainty and ever-constant change we
aim to provide our clients with a realisable competitive advantage
by helping them to decode the future.
Our Strategic Priorities
Our principal objective is to become one of the world's leading
providers of premium, subscription based, business information
products and services to the markets we serve. We have four core
strategic priorities:
-- To develop world class products and services
-- To develop our sales capabilities
-- To improve operational effectiveness
-- To provide best in class customer service
Developing world class products and services
Our content is data driven and analyst led and provides our
clients with strategic and tactical insights for the markets that
they operate in. Our content is robust, relevant and unique; the
majority of which can be accessed via our online delivery
platforms, which give our clients real time access to critical
business information and work flow tools.
The key metric on how successful we are in developing
world-class products and services is renewal rates. Our aim over
the medium term is to achieve renewal rates by volume for our
larger value clients in excess of 90%.
Develop our sales capabilities
The business information market is dominated by North America,
which accounts for 50% of global spend, followed by Europe and Asia
Pacific. Our goal is to create more geographical balance in our
business, reflecting market size. Consequently, the Group will look
to increase its management and sales operations in the important
North American and Asia Pacific markets.
Our medium term target is to increase our mix of revenues to 40%
in the US, 40% in the UK & Europe and 20% in Asia Pacific.
Improve operational effectiveness
Our business model is a relatively simple one: create the
content once and leverage sales from that content across multiple
formats (subscriptions, reports and research engagements) and
geographies. In doing so costs remain relatively fixed thereby
allowing for a higher percentage of the sales value achieved to
translate to profit. Acquisitions tend to suppress this structural
benefit as they often bring a duplication of both processes and
infrastructure which have to be rationalised. Over the past year we
took a rather measured approach to reducing this duplication,
choosing to focus on increasing our sales headcount, integrating
and improving the enlarged product set and reducing employee churn.
Given that much of this has now been completed, our focus in the
coming year will be to further standardise our processes and reduce
duplication and ultimately improve our operating margins.
Our medium term Adjusted EBITDA margin target is circa 25%
Providing best in class customer service
Outstanding customer service is a critical component in
delivering customer satisfaction and improved customer retention.
Our aim is to deliver best in class customer service at every point
of interaction with our clients.
Our Acquisitions
Acquisitions form an important part of our overall strategy for
growth. We are focused on acquisitions, which extend our client
reach and product coverage within the markets we serve. In addition
to the GlobalData Healthcare acquisition, the Group completed one
bolt-on acquisition during the year for a net consideration of
GBP2.0 million.
The Group's performance this year
The results for the year include a full twelve-month
contribution from our recent Consumer and GlobalData acquisitions,
whereas the prior year comparatives include no contribution from
the Healthcare acquisition (completed January 2016) and only a part
year contribution from the Consumer acquisition (completed
September 2015).
1. Revenue
Revenues increased by 65% to GBP100.0m (2015: GBP60.5m), which
reflects both good organic growth (24%) and the full year benefit
of the Consumer and Healthcare acquisitions. The acquired
businesses are, I am pleased to report, performing well and in line
with management expectations.
2. Deferred Revenue
Deferred revenue at 31 December 2016 increased by 57% to
GBP46.1m (31 December 2015: GBP29.3m), improving the visibility on
2017 forecast revenues.
3. Adjusted EBITDA
Adjusted EBITDA increased by 71% to GBP20.6m (2015: GBP12.0m)
with the Group's margin improving to 20.6% (2015: 19.8%). The
EBITDA margin growth is slightly below our initial expectations for
the year, reflecting our more measured approach to driving
synergies and reducing duplication brought about by our recent
acquisitions.
4. Cash Generation
Cash generation improved significantly during the year, with
cash generated from continuing operations increasing by GBP4.1m to
GBP15.0m (2015: GBP10.9m). Excluding cash costs associated with
impaired contracts acquired as part of the Consumer acquisition of
GBP1.7m and other exceptional cash costs of GBP1.9m, cash from
operations would have increased to GBP18.6m, which equates to 90.3%
of Adjusted EBITDA.
5. Foreign exchange impact on revenues
The Group derives around 61% of revenues in currencies other
than Sterling, which since 23 June 2016 has depreciated against all
the Group's major trading currencies and in particular the US
Dollar and Euro. The impact of exchange rate movements on our
revenues for 2016 was somewhat muted as the Group derives a
significant proportion of its revenues from annual subscription
contracts whereby revenues are crystallised and amortised at the
exchange rate at date of invoice. Consequently a significant
proportion of our reported revenues were booked at rates prevailing
prior to the 23 June 2016. The benefit of exchange rate movements
to reported revenues for 2016 was GBP2.2m, which accounts for 3.7%
of our year on year growth.
6. Foreign exchange impact on costs and Adjusted EBITDA
In Sterling terms, circa 57% of our costs are denominated in
currencies other than Sterling. Costs are translated as they are
incurred at the prevailing exchange rate. Thus, adverse movements
in exchange rates have an immediate impact on our earnings. The
effect of exchange rate movements on our cost base was to increase
our operating costs for 2016 by 5.1% or GBP2.5m.
The net effect (revenue benefit less cost impact) on Adjusted
EBITDA was a decrease of GBP0.3m.
7. Net Debt:
Net Debt remained flat at GBP25.5m (2015: GBP25.5m). Net debt
was anticipated to fall, but due to an exchange rate movement of
GBP1.6m on our US dollar denominated loan and cash outflow relating
to acquisitions of GBP2.9m it has remained in line with 2015. The
Group also spent GBP1.0m during the year purchasing treasury
shares.
We are a transformed business focused on the provision of
business information to global markets, all of which present
opportunities for long-term profitable growth.
We expect that 2017 will be a year of further progress and
opportunity for the Group.
Mike Danson
Chief Executive
27 February 2017
FINANCIAL REVIEW
Our 2016 results are for the first full year of trading as
GlobalData. Our results are encouraging and provide a solid base
from which to make further progress.
FINANCIAL HIGHLIGHTS
-- Group revenue increased by 65.4% to GBP100.0m (2015: GBP60.5m)
-- Strong performance of the newly acquired Healthcare business,
which generated revenues of GBP25.1m
-- Deferred Revenue increased by 57.3% to GBP46.1m (2015: GBP29.3m)
-- Adjusted EBITDA(1) increased by 71.5% to GBP20.6m (2015: GBP12.0m)
-- Adjusted EBITDA margin(1) increased to 20.6% (2015: 19.8%)
-- Reported EBITDA(2) increased to GBP13.7m (2015: GBP3.2m)
-- Statutory loss before tax of GBP2.5m (2015: loss of GBP2.8m),
which is inclusive of non-cash charges of GBP14.6m of amortisation
of intangibles, GBP2.8m share based payments and GBP1.6m of
unrealised foreign exchange losses.
-- Cash generated from continuing operations increased by 37.4% to GBP15.0m (2015: GBP10.9m)
-- Net debt(3) of GBP25.5m (2015: GBP25.5m)
2016 2015 Movement
Continuing operations GBP000s GBP000s
Revenue 100,013 60,466 65.4%
Loss before tax (2,519) (2,803)
Depreciation 725 676
Amortisation 14,553 4,392
Finance costs 955 886
------------------------------------------------ -------- -------- -----------
EBITDA(2) 13,714 3,151 335.2%
Restructuring costs 1,289 4,331
Revaluation of short and long-term derivatives 770 216
Share based payments charge 2,764 2,066
Non-trading foreign exchange loss 1,571 774
M&A costs 472 1,464
Adjusted EBITDA(1) 20,580 12,002 71.5%
------------------------------------------------ -------- -------- -----------
Adjusted EBITDA margin(1) 20.6% 19.8%
------------------------------------------------ -------- -------- -----------
Note 1: Adjusted EBITDA: Earnings before interest, tax,
depreciation and amortisation, non-trading exchange rate movements,
impairment, share based payments, adjusted for costs associated
with derivatives, acquisitions and restructuring of the Group.
Adjusted EBITDA margin is defined as: Adjusted EBITDA as a
percentage of revenue.
Note 2: EBITDA: Earnings before interest, tax, depreciation,
amortisation and impairment. Includes a non-cash charge of GBP2.8
million for share based payments (2015: GBP2.1 million).
Note 3: Net debt: Short and long-term borrowings less cash and
cash equivalents.
Earnings per share
Basic earnings per share from continuing operations was 1.80
pence per share (2015: loss of (4.08) pence per share). Fully
diluted earnings per share from continuing operations was 1.65
pence per share (2015: loss of (4.08) pence per share).
FINANCIAL REVIEW
Cash flow
The Group generated GBP15.0 million of operating cashflow, which
equated to 73.1% of Adjusted EBITDA (2015 91.2%). Included within
the operating cashflow, there were payments in relation to an
onerous contract acquired as part of the Consumer acquisition
(completed 1 September 2015) of GBP1.7m and exceptional cash costs
of GBP1.9m. Adjusted for these items, operating cashflow would have
been circa GBP18.6m, which equates to 90.3% of Adjusted EBITDA.
The Group repaid debt of GBP5.4 million, paid dividends of
GBP5.1m and paid for acquisitions of GBP2.0m.
Capital expenditure was GBP1.3 million in 2016 (GBP1.5 million
in 2015). This includes GBP0.7 million on software (GBP1.1 million
in 2015).
Currency rate and market risk
The Group's primary objective in managing foreign currency risk
is to protect against the risk that the eventual Sterling net cash
flows will be affected by changes in foreign currency exchange
rates. To do this, the Group enters into foreign exchange contracts
that limit the risk from movements in US Dollar, Euro and Indian
Rupee exchange rates with Sterling. Whilst commercially this hedges
the Group's currency exposures, it does not meet the requirements
for hedge accounting and accordingly any movements in the fair
value of the foreign exchange contracts are recognised in the
income statement.
Whilst the longer-term implications of the United Kingdom's vote
to leave the European Union are unknown, we do know, in the absence
of other relevant factors, that a sustained weakening of Sterling
should be of benefit as we derive the majority of our revenues in
currencies other than Sterling (principally US Dollar and Euro) and
have a more limited exposure to non-Sterling costs. Whilst exchange
rate movements have had a modestly dilutive impact on our 2016
results, we do expect these factors to be broadly positive for both
revenues and EBITDA in the new financial year.
As a business information company, we are not currently impacted
by cross border tariffs and we do not expect the re-negotiation of
tariffs to impact our business.
Interest rate risk
Interest rate risk is the impact that fluctuations in market
interest rates can have on the value of the Group's
interest-bearing assets and liabilities and on the interest charge
recognised in the income statement. The Group does not manage this
risk with the use of derivatives.
Liquidity risk and going concern
The Group's approach to managing liquidity risk is to ensure, as
far as possible, that it has sufficient liquidity to meet its
liabilities as they fall due with surplus facilities to cope with
any unexpected variances in timing of cash flows. The Group meets
its day-to-day working capital requirements through free cash
flow.
Based on cash flow projections, the Group considers the existing
financing facilities to be adequate to meet short-term commitments.
The Directors have a reasonable expectation that there are no
material uncertainties that cast significant doubt about the
Group's ability to continue as a going concern. Accordingly, the
Group has prepared the Annual Report and Accounts on a going
concern basis.
Simon Pyper
Chief Financial Officer
27 February 2017
Consolidated Income Statement
Notes Year ended Year ended
31 December 31 December
2016 2015
GBP000s GBP000s
Continuing operations
Revenue 3 100,013 60,466
Cost of sales (65,781) (36,745)
------------------------------------------------ ------ ------------- -------------
Gross profit 34,232 23,721
Distribution costs (63) (804)
Administrative costs (15,466) (12,391)
Other expenses 4 (20,267) (12,443)
------------------------------------------------ ------ ------------- -------------
Operating loss (1,564) (1,917)
Analysed as:
Adjusted EBITDA(1) 20,580 12,002
Items associated with acquisitions and
restructure of the Group 4 (1,761) (5,795)
Other adjusting items 4 (5,105) (3,056)
------------------------------------------------ ------ ------------- -------------
EBITDA(2) 13,714 3,151
Amortisation (14,553) (4,392)
Depreciation (725) (676)
------------------------------------------------ ------ ------------- -------------
Operating loss (1,564) (1,917)
------------------------------------------------ ------ ------------- -------------
Finance costs (955) (886)
Loss before tax from continuing operations (2,519) (2,803)
Income tax credit/ (expense) 4,332 (306)
------------------------------------------------ ------ ------------- -------------
Profit/ (loss) for the year from continuing
operations 1,813 (3,109)
Loss for the year from discontinued
operations 12 (717) (7,992)
Profit/ (loss) for the year 1,096 (11,101)
------------------------------------------------ ------ ------------- -------------
Earnings/ (loss) per share attributable
to equity holders from continuing operations: 5
Basic earnings/ (loss) per share (pence) 1.80 (4.08)
Diluted earnings/ (loss) per share (pence) 1.65 (4.08)
Loss per share attributable to equity
holders from discontinued operations:
Basic loss per share (pence) (0.71) (10.48)
Diluted loss per share (pence) (0.71) (10.48)
Total basic earnings/ (loss) per share
(pence) 1.09 (14.56)
Total diluted earnings/ (loss) per share
(pence) 1.00 (14.56)
------------------------------------------------ ------ ------------- -------------
(1) We define Adjusted EBITDA as EBITDA adjusted for costs
associated with acquisition, restructuring of the Group, share
based payments, impairment, non-trading exchange rate movements and
impact of foreign exchange contracts. See note 4 of the preliminary
financial statements for further details. We present Adjusted
EBITDA as additional information because we understand that it is a
measure used by certain investors and because it is used as the
measure of Group profit or loss. However, other companies may
present Adjusted EBITDA differently. EBITDA and Adjusted EBITDA are
not measures of financial performance under IFRS and should not be
considered as an alternative to operating profit or as a measure of
liquidity or an alternative to net income as indicators of our
operating performance or any other measure of performance derived
in accordance with IFRS.
(2) EBITDA is defined as earnings before interest, tax,
depreciation, amortisation and impairment.
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 December 31 December
2016 2015
GBP000s GBP000s
Profit/ (loss) for the year 1,096 (11,101)
Other comprehensive income
Items that will be classified subsequently
to profit or loss:
Net exchange gains/ (losses) on translation
of foreign entities 108 (55)
Other comprehensive income/ (loss), net of
tax 108 (55)
--------------------------------------------- ------------- -------------
Total comprehensive income/ (loss) for the
year 1,204 (11,156)
--------------------------------------------- ------------- -------------
Consolidated Statement of Financial Position
Notes 31 December 2016 31 December 2015
GBP000s GBP000s
Non-current assets
Property, plant and equipment 1,353 1,297
Intangible assets 6 133,506 62,540
Trade and other receivables 8 4,625 -
Deferred tax assets 4,137 2,042
----------------------------------------- ---------- ------------------- ---------------------
143,621 65,879
----------------------------------------- ---------- ------------------- ---------------------
Current assets
Inventories - 77
Current tax receivable 639 432
Trade and other receivables 42,608 32,089
Short-term derivative assets 7 94 -
Cash and cash equivalents 6,447 10,117
----------------------------------------- ---------- ------------------- ---------------------
49,788 42,715
----------------------------------------- ---------- ------------------- ---------------------
Assets classified as held for sale - 6,425
----------------------------------------- ---------- ------------------- ---------------------
Total assets 193,409 115,019
----------------------------------------- ---------- ------------------- ---------------------
Current liabilities
Trade and other payables (64,775) (46,061)
Short-term borrowings (5,737) (5,214)
Short-term derivative liabilities 7 (1,089) (201)
Short-term provisions (1,364) (1,649)
----------------------------------------- ---------- ------------------- ---------------------
(72,965) (53,125)
----------------------------------------- ---------- ------------------- ---------------------
Non-current liabilities
Long-term provisions (223) (954)
Deferred tax liabilities (4,655) (3,218)
Long-term derivative liabilities 7 - (24)
Long-term borrowings (26,162) (30,359)
----------------------------------------- ---------- ------------------- ---------------------
(31,040) (34,555)
----------------------------------------- ---------- ------------------- ---------------------
Liabilities classified as held for sale - (2,128)
----------------------------------------- ---------- ------------------- ---------------------
Total liabilities (104,005) (89,808)
----------------------------------------- ---------- ------------------- ---------------------
Net assets 89,404 25,211
----------------------------------------- ---------- ------------------- ---------------------
Equity
Share capital 9 173 154
Share premium account 200 200
Treasury reserve (960) -
Other reserve (37,128) (37,128)
Special reserve - 48,422
Merger reserve 66,481 -
Foreign currency translation reserve (73) (181)
Retained profit 60,711 13,744
----------------------------------------- ---------- ------------------- ---------------------
Total equity 89,404 25,211
----------------------------------------- ---------- ------------------- ---------------------
Consolidated Statement of Changes in Equity
Foreign
Share currency
Share premium Treasury Other Merger Special translation Retained Total
capital account reserve reserve reserve reserve reserve profit equity
GBP000s GBP000s GBP000s GBP000s GBP000s GBP000s GBP000s GBP000s GBP000s
--------------------- --------- -------- --------- --------- --------- --------- ------------ --------- ---------
Balance at 1 January
2015 154 200 - (37,128) - 48,422 (126) 23,106 34,628
---------------------- -------- -------- --------- --------- --------- --------- ------------ --------- ---------
Loss for the year - - - - - - - (11,101) (11,101)
Other comprehensive
income:
Net exchange losses
on translation of
foreign
entities - - - - - - (55) - (55)
---------------------- -------- -------- --------- --------- --------- --------- ------------ --------- ---------
Total comprehensive
loss for the year - - - - - - (55) (11,101) (11,156)
---------------------- -------- -------- --------- --------- --------- --------- ------------ --------- ---------
Transactions with
owners:
Share based
payments
charge - - - - - - - 2,066 2,066
Excess deferred
tax
on share based
payments - - - - - - - (327) (327)
---------------------- -------- -------- --------- --------- --------- --------- ------------ --------- ---------
Balance at 31
December
2015 154 200 - (37,128) - 48,422 (181) 13,744 25,211
Profit for the year - - - - - - - 1,096 1,096
Other comprehensive
income:
Net exchange gains
on translation of
foreign
entities - - - - - - 108 - 108
---------------------- -------- -------- --------- --------- --------- --------- ------------ --------- ---------
Total comprehensive
income for the year - - - - - - 108 1,096 1,204
---------------------- -------- -------- --------- --------- --------- --------- ------------ --------- ---------
Transactions with
owners:
Shares issued for
GlobalData
Holding
acquisition 19 - - - 66,481 - - - 66,500
Dividends - - - - - - - (5,113) (5,113)
Share buyback - - (960) - - - - - (960)
Special reserve
transfer - - - - - (48,422) - 48,422 -
Share based
payments
charge - - - - - - - 2,764 2,764
Excess deferred
tax
on share based
payments - - - - - - - (202) (202)
---------------------- -------- -------- --------- --------- --------- --------- ------------ --------- ---------
Balance at 31
December
2016 173 200 (960) (37,128) 66,481 - (73) 60,711 89,404
---------------------- -------- -------- --------- --------- --------- --------- ------------ --------- ---------
Consolidated Statement of Cash Flows
Year ended Year ended
31 December 31 December
Continuing operations 2016 2015
Cash flows from operating activities GBP000s GBP000s
Profit/ (loss) for the year from continuing
operations 1,813 (3,109)
Adjustments for:
Depreciation 725 676
Amortisation 14,553 4,392
Finance costs 955 886
Taxation recognised in profit or loss (4,332) 306
Loss on disposal of fixed assets 48 -
Non-trading foreign exchange loss 1,571 774
Share based payments charge 2,764 2,066
Increase in trade and other receivables (7,936) (6,504)
Decrease in inventories 1 73
Increase in trade payables 5,121 9,018
Revaluation of short and long-term derivatives 770 216
Movement in provisions (1,016) 2,151
-------------------------------------------------- ------------- -------------
Cash generated from continuing operations 15,037 10,945
Interest paid (continuing operations) (999) (775)
Income taxes paid (continuing operations) (1,562) (2,182)
-------------------------------------------------- ------------- -------------
Net cash from operating activities (continuing
operations) 12,476 7,988
Net decrease in cash and cash equivalents
from discontinued operations (604) (1,624)
-------------------------------------------------- ------------- -------------
Total cash flows from operating activities 11,872 6,364
-------------------------------------------------- ------------- -------------
Cash flows from investing activities (continuing
operations)
Acquisitions (2,878) (20,679)
Purchase of property, plant and equipment (578) (468)
Purchase of intangible assets (682) (1,066)
-------------------------------------------------- ------------- -------------
Net cash used in investing activities
(continuing operations) (4,138) (22,213)
Net decrease in cash and cash equivalents - -
from discontinued operations
-------------------------------------------------- ------------- -------------
Total cash flows used in investing activities (4,138) (22,213)
-------------------------------------------------- ------------- -------------
Cash flows from financing activities (continuing
operations)
Repayment of short-term borrowings (5,379) (1,920)
Proceeds from long-term borrowings - 20,000
Dividends paid (5,113) -
Share Buyback (960) -
-------------------------------------------------- ------------- -------------
Net cash (used in)/ from financing activities
(continuing operations) (11,452) 18,080
Net decrease in cash and cash equivalents - -
from discontinued operations
-------------------------------------------------- ------------- -------------
Total cash flows (used in)/ from financing
activities (11,452) 18,080
-------------------------------------------------- ------------- -------------
Net (decrease)/ increase in cash and cash
equivalents (3,718) 2,231
Cash and cash equivalents at beginning
of year 10,117 8,261
Effects of currency translation on cash
and cash equivalents 48 (375)
-------------------------------------------------- ------------- -------------
Cash and cash equivalents at end of year 6,447 10,117
-------------------------------------------------- ------------- -------------
The accompanying notes form an integral part of this financial
report.
Notes to the Condensed Consolidated Financial Statements
1. General information
Basis of preparation
These condensed consolidated financial statements have been
prepared in accordance with International Financial Reporting
Standards (IFRS) and International Financial Reporting
Interpretations Committee (IFRIC) interpretations as adopted by the
European Union (EU).
The financial statements have been prepared under the historical
cost convention as modified by the revaluation of derivative
financial instruments. These condensed financial statements are for
the year ended 31 December 2016 and should be read in conjunction
with the Annual Report and Accounts for the year ended 31 December
2015 that was sent to all shareholders and is available on the
Company's website. These financial statements are presented in
Pounds Sterling (GBP).
This preliminary announcement does not constitute the Group's
full financial statements for the year ended 31 December 2016. The
auditors have reported on the Group's statutory accounts for the
year ended 31 December 2016 under s495 of the Companies Act 2006,
which do not contain statements under s498(2) or s498(3) of the
Companies Act 2006 and are unqualified. The statutory accounts for
the year ended 31 December 2016 will be filed with the Registrar of
companies in due course.
Critical accounting estimates and judgements
The Group makes estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances.
In the future, actual experience may deviate from these
estimates and assumptions. The estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
relate to valuation of acquired intangible assets, recoverability
of deferred tax assets, provisions for doubtful debts, share based
payments and carrying value of goodwill and other intangibles.
Valuation of acquired intangibles
Management identified and valued acquired intangible assets on
acquisitions that were made during the periods disclosed in the
financial statements. Management has applied judgements in
identifying and valuing intangible assets separate from goodwill
that consist of assessing the value of software, brands,
intellectual property rights and customer relationships. The Board
have a policy of engaging professional advisors on acquisitions
with a purchase price greater than GBP10 million to advise and
assist in calculating intangible asset values. The Group
consistently applies the following methodologies for each class of
identified intangible:
-- Customer relationships - Net present value of future cash flows
-- Intellectual Property - Cost to recreate the asset
-- Brands - Royalty relief method
Assumptions are made on the useful life of an intangible and if
shortened, would increase the amortisation charge recognised in the
income statement.
There are a number of assumptions in estimating the present
value of future cash flows including management's expectation of
future revenue, renewal rates for subscription customers, costs,
timing and quantum of future capital expenditure, long-term growth
rates and discount rates.
In addition to identifying and valuing intangible assets, a key
judgement relates to identifying the date on which the Group
assumes control of acquisitions. For the GlobalData Holding Limited
acquisition detailed in note 11, management identified the date of
control as 6 January 2016, as this is when a tax clearance and an
irrevocable commitment to vote in favour of the resolutions to
approve the transaction were obtained.
Recoverability of deferred tax assets
The Group has recognised a significant deferred income tax asset
in its financial statements which requires judgement for
determining the extent of its recoverability at each balance sheet
date. The Group assesses recoverability with reference to Board
approved forecasts of future taxable profits. These forecasts
require the use of assumptions and estimates. Where the temporary
differences are related to losses, relevant tax law is considered
to determine the availability of the losses to offset against the
future taxable profits. A deferred tax asset additionally exists in
relation to the temporary tax and accounting difference in relation
to the share based payment scheme. Additional disclosures on the
calculation of share based payments are provided in note 10.
Provision for doubtful debts
The Group is required to judge when there is sufficient
objective evidence to require the impairment of individual trade
receivables. It does this on the basis of the age of the relevant
receivables, external evidence of the credit status of the customer
entity and the status of any disputed amounts. The Group will also
review the previous payment profile of the customer and liaise with
the customers' management team before concluding on whether a
provision is required.
Share based payments
The Group operates a share based compensation plan under which
the entity receives services from employees as consideration for
equity instruments (options) of the Group. The fair value of the
employee services received in exchange for the grant of the options
and awards is recognised as an expense. The total amount to be
expensed is determined by reference to the fair value of the
options granted, excluding the impact of any non-market service and
performance vesting conditions (for example, profitability, sales
growth targets and remaining an employee of the entity over a
specified time period). Non-market vesting conditions are included
in assumptions about the number of options and awards that are
expected to vest. The total amount expensed is recognised over the
vesting period, which is the period over which all of the specified
existing conditions are to be satisfied. At each reporting date,
the entity revises its estimates of the number of options and
awards that are expected to vest based on the non-market vesting
conditions. It recognises the impact of the revision to original
estimates, if any, in the income statement, with a corresponding
adjustment to equity. The significant judgements involved in
calculating the share based payments charge are the fair value at
the date of grant which is determined by using the Black-Scholes
model, the senior management retention rate which is determined
with reference to historical churn and the estimated vesting
periods which are determined with reference to the Group's
forecasts. Additional disclosures on the calculation of share based
payments are provided in note 10.
Carrying value of goodwill and other intangibles
The carrying value of goodwill and other intangibles is assessed
at each reporting date to ensure that there is no need for
impairment. Performing this assessment requires management to
estimate future cash flows to be generated by the related cash
generating unit, which entails making judgements including the
expected rate of growth of sales, margins expected to be achieved,
the level of future capital expenditure required to support these
outcomes and the appropriate discount rate to apply when valuing
future cash flows.
Going concern
The Group meets its day-to-day working capital requirements
through free cash flow. Based on cash flow projections the Group
considers the existing financing facilities to be adequate to meet
short-term commitments.
The existing finance facilities were issued with debt covenants
which are measured on a quarterly basis. Management have reviewed
forecasted cash flows and there is no indication that there will be
any breach in the next 12 months.
The Directors have a reasonable expectation that there are no
material uncertainties that cast significant doubt about the
Group's ability to continue as a going concern. Accordingly, the
Group has prepared the annual report and financial statements on a
going concern basis.
2. Accounting policies
This report has been prepared based on the accounting policies
detailed in the Group's financial statements for the year ended 31
December 2016.
3. Segmental analysis
The principal activity of GlobalData Plc and its subsidiaries is
to enable organisations in the Consumer, ICT and Healthcare markets
to gain competitive advantage by providing unique, high quality
business information and services across multiple platforms.
IFRS 8 "Operating Segments" requires the segment information
presented in the financial statements to be that which is used
internally by the chief operating decision maker to evaluate the
performance of the business and to decide how to allocate
resources. The Group has identified the Executive Directors as its
chief operating decision maker.
Business information is provided to customers through one single
brand via multiple channels by a dedicated content team that is
centrally managed by Research Directors who report directly to the
Executive Directors. Business information is therefore considered
to be the operating segment of the Group.
The Group profit or loss is reported to the Executive Directors
on a monthly basis and consists of earnings before interest, tax,
depreciation, amortisation, central overheads and other adjusting
items.
A reconciliation of Adjusted EBITDA to loss before tax from
continuing operations is set out below:
Year ended Year ended
31 December 31 December
2016 2015
GBP000s GBP000s
Business Information 100,013 60,466
Total Revenue 100,013 60,466
Adjusted EBITDA 20,580 12,002
Other expenses (see note 4) (20,267) (12,443)
Depreciation (725) (676)
Amortisation (excluding amortisation of acquired
intangible assets) (1,152) (800)
Finance costs (955) (886)
Loss before tax from continuing operations (2,519) (2,803)
-------------------------------------------------- ------------- -------------
Geographical analysis
From continuing operations
Year ended 31 December 2016 UK Europe Americas Rest of World Total
GBP000s GBP000s GBP000s GBP000s GBP000s
Revenue from external customers 22,840 27,598 35,580 13,995 100,013
--------------------------------- -------- -------- --------- -------------- --------
Year ended 31 December 2015 UK Europe Rest of World Total
Americas
GBP000s GBP000s GBP000s GBP000s GBP000s
Revenue from external customers 15,075 17,758 20,470 7,163 60,466
--------------------------------- -------- -------- ----------- -------------- --------
Intangible assets held in the US were GBP13.5 million, of which
GBP11.6 million related to Goodwill. The Group also holds GBP2.6
million of deferred tax asset in the US. All other non-current
assets are held in the UK. There were no major customers. The
largest customer represented less than 2% of the Group's
consolidated revenue.
4. Other expenses
Year ended Year ended
31 December 31 December
2016 2015
GBP000s GBP000s
Restructuring costs 1,289 4,331
M&A costs 472 1,464
Items associated with acquisitions and restructure
of the Group 1,761 5,795
Share based payments charge 2,764 2,066
Revaluation of short and long-term derivatives 770 216
Non-trading foreign exchange loss 1,571 774
Amortisation of acquired intangibles 13,401 3,592
Total other expenses 20,267 12,443
---------------------------------------------------- ------------- -------------
-- Restructuring costs relates to redundancies and other
restructuring, largely in relation to the integration of
acquisitions made during the current and comparative years.
-- The M&A costs relate to due diligence and corporate
finance activity during the current and comparative years.
-- The share based payments charge relates to the share option scheme (see note 10).
-- The revaluation of short and long-term derivatives relates to
movement in the fair value of the short and long-term derivatives
(see note 7).
-- Non-trading foreign exchange losses relate to non-cash
exchange losses made on non-trading items such as loans denominated
in foreign currencies.
5. Earnings per share
The calculation of the basic earnings per share is based on the
earnings attributable to ordinary shareholders of the parent
company divided by the weighted average number of shares in issue
during the year. The Group has a share options scheme in place and
therefore the Group has calculated the dilutive effect of these
options. The below table shows earnings per share for both
continuing and discontinued operations:
Year ended Year ended
31 December 31 December
2016 2015
Continuing operations
Basic
Profit/ (loss) for the year attributable
to ordinary shareholders of the parent company
(GBP000s) 1,813 (3,109)
Weighted average number of shares (000s) 100,632 76,268
Basic earnings/ (loss) per share (pence) 1.80 (4.08)
Diluted
Profit/ (loss) for the year attributable
to ordinary shareholders of the parent company
(GBP000s) 1,813 (3,109)
Weighted average number of shares* (000s) 110,082 76,268
Diluted earnings/ (loss) per share (pence) 1.65 (4.08)
Discontinued operations
Basic
Loss for the year attributable to ordinary
shareholders of the parent company (GBP000s) (717) (7,992)
Weighted average number of shares (000s) 100,632 76,268
Basic loss per share (pence) (0.71) (10.48)
Diluted
Loss for the year attributable to ordinary
shareholders of the parent company (GBP000s) (717) (7,992)
Weighted average number of shares* (000s) 100,632 76,268
Diluted loss per share (pence) (0.71) (10.48)
------------------------------------------------- ------------- -------------
Total
Basic
Earnings/ (loss) for the year attributable
to ordinary shareholders of the parent company
(GBP000s) 1,096 (11,101)
Weighted average number of shares (000s) 100,632 76,268
Basic earnings/ (loss) per share (pence) 1.09 (14.56)
Diluted
Profit/ (loss) for the year attributable
to ordinary shareholders of the parent company
(GBP000s) 1,096 (11,101)
Weighted average number of shares* (000s) 110,082 76,268
Diluted earnings/ (loss) per share (pence) 1.00 (14.56)
------------------------------------------------- ------------- -------------
* Where the share options in issue are anti-dilutive in respect
of the diluted loss per share calculation in 2016 and 2015; the
options have not been included in the calculation.
Reconciliation of basic weighted average number of shares to the
diluted weighted average number of shares:
31 December 31 December
2016 2015
No'000s No'000s
Basic weighted average number of shares 100,632 76,268
Share options in issue at end of year 9,450 7,558
------------------------------------------- ------------ ------------
Diluted weighted average number of shares 110,082 83,826
------------------------------------------- ------------ ------------
6. Intangible assets
Software Customer Brands IP rights Goodwill Total
relationships
GBP000s GBP000s GBP000s GBP000s GBP000s GBP000s
Cost
As at 31 December 2015 6,423 15,849 4,817 11,397 53,479 91,965
Additions: Business Combinations 461 9,726 5,878 11,132 57,824 85,021
Additions: Separately Acquired 682 - - - - 682
Fair value adjustment - - - - 152 152
Foreign currency retranslation 112 - - - - 112
Disposals (101) - - - - (101)
As at 31 December 2016 7,577 25,575 10,695 22,529 111,455 177,831
---------------------------------- --------- --------------- -------- ---------- --------- ---------
Amortisation
As at 31 December 2015 (4,346) (10,615) (641) (4,463) (9,360) (29,425)
Additions: Business Combinations (349) - - - - (349)
Charge for the year (1,023) (2,944) (1,956) (8,630) - (14,553)
Foreign currency retranslation (78) - - - - (78)
Disposals 80 - - - - 80
As at 31 December 2016 (5,716) (13,559) (2,597) (13,093) (9,360) (44,325)
---------------------------------- --------- --------------- -------- ---------- --------- ---------
Net book value
As at 31 December 2016 1,861 12,016 8,098 9,436 102,095 133,506
As at 31 December 2015 2,077 5,234 4,176 6,934 44,119 62,540
---------------------------------- --------- --------------- -------- ---------- --------- ---------
Intangible asset additions as a result of business combinations
are discussed in detail in note 11.
7. Derivative assets and liabilities
31 December 31 December
2016 2015
GBP000s GBP000s
Short-term derivative assets 94 -
Short-term derivative liabilities (1,089) (201)
Long-term derivative liabilities - (24)
Net derivative liability (995) (225)
------------------------------------ -------------- --------------
Classification is based on when the derivatives mature. The fair
values of derivatives are expected to impact the income statement
over the next year, dependant on movements in the fair value of the
foreign exchange contracts. The movement in the year was a
GBP770,000 charge to the income statement (2015: charge of
GBP216,000). The large movement was caused by volatility in the
foreign exchange market following the UK's decision to leave the
European Union on 23 June 2016.
The Group uses derivative financial instruments to reduce its
exposure to fluctuations in foreign currency exchange rates.
The notional values of contract amounts outstanding are:
Euro US Dollar Indian Rupee
Expiring in the period ending: EUR'000 $'000 INR'000
31 December 2017 5,850 12,050 66,868
---------------------------------- --------- ---------- -------------
Fair value of financial instruments
Financial instruments are either carried at amortised cost, less
any provision for impairment, or fair value.
The Group uses the following hierarchy for determining and
disclosing the fair value of financial instruments by valuation
technique:
-- Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
-- Level 2: other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly; and
-- Level 3: techniques which use inputs which have a significant
effect on the recorded fair value that are not based on observable
market data.
As at 31 December 2016, the only financial instruments measured
at fair value were derivative financial liabilities and these are
classified as Level 2.
Type of Financial Measurement technique Main assumptions Main inputs used
Instrument at
Level 2
------------------ ---------------------- ------------------------- ------------------
Derivative assets Present-value Determining the present Observable market
and liabilities method value of financial exchange rates
instruments as the
current value of future
cash flows, taking
into account current
market exchange rates
8. Related party transactions
Mike Danson, GlobalData's Chief Executive, owned 69.7% of the
Company's ordinary shares as at 24 February 2017. Mike Danson owns
a number of businesses that interact with GlobalData Plc. The
principal transactions are as follows:
Accommodation
GlobalData Plc occupies buildings which are owned by Estel
Property Investments Limited, a company wholly owned by Mike
Danson. The total rental expense, including service and management
fees, in relation to the buildings owned by Estel Property
Investments for the year ended 31 December 2016 was GBP2,061,500
(2015: GBP2,083,700).
Corporate support services
Corporate support services are provided to and from other
companies owned by Mike Danson, principally finance, human
resources, IT and facilities management. These are recharged to
companies that consume these services based on specific drivers of
costs, such as proportional occupancy of buildings for facilities
management, headcount for human resources services, revenue or
gross profit for finance services and headcount for IT services.
The net recharge made from GlobalData Plc to these companies for
the year ended 31 December 2016 was GBP922,900 (2015:
GBP1,346,000).
Acquisition of GlobalData Holding Limited and disposal of B2B
print business
On 6 January 2016, the Group acquired GlobalData Holding Limited
(a related party by nature of ownership). Also in January 2016, the
Group agreed to sell some of its non-core B2B print businesses,
also to a related party. Further information on the acquisition can
be found in note 11, with details of the disposal in note 12.
Loan to Progressive Trade Media Limited
As part of the disposal of the non-core B2B print businesses,
the Group agreed to issue a loan to Progressive Trade Media Limited
to fund the purchase consideration. This loan is for GBP4.5m and
repayable in 5 instalments, with the first instalment due in
January 2018. Interest of 2.25% above LIBOR is charged on the loan,
with GBP125,000 charged in the year ended 31 December 2016.
Amounts outstanding
The Group has taken advantage of the exemptions contained within
IAS 24 - Related Party Disclosures from the requirement to disclose
transactions between Group companies as these have been eliminated
on consolidation. The amounts outstanding for other related parties
were:
Amounts due in greater than one year:
31 December 31 December
2016 2015
GBP000s GBP000s
Progressive Trade Media Limited 4,625 -
4,625 -
-------------------------------- ------------ ------------
Amounts due within one year:
31 December 31 December
2016 2015
GBP000s GBP000s
GlobalData Limited - 26
GlobalData Publications Inc - (2)
Estel Property Group Limited (617) (618)
Progressive Media Venture Limited - 589
World Market Intelligence Limited 557
Progressive Trade Media Limited (75) -
Attentio Research Limited 137 -
Progressive Media International Limited 14 -
16 (5)
----------------------------------------- ------------ ------------
The Group has right of set off over these amounts.
GlobalData Limited and GlobalData Publications Inc were acquired
as part of the acquisition of GlobalData Holding Limited and
balances are therefore now eliminated on consolidation.
9. Equity
Share capital
Allotted, called up and fully paid:
31 December 2016 31 December 2015
No'000 GBP000s No'000 GBP000s
Ordinary shares at 1 January
(1/14(th) pence) 76,268 54 76,268 54
Issue of shares: consideration
GlobalData 26,078 19 - -
Share buyback - - - -
Ordinary shares c/f 31 December
(1/14(th) pence) 102,346 73 76,268 54
Deferred shares of GBP1.00 each 100 100 100 100
-------------------------------- ------------ ----------- ---------- -----------
102,446 173 76,368 154
-------------------------------- ------------ ----------- ---------- -----------
GlobalData Holding Limited Acquisition
The Group issued 26,078,431 ordinary shares as consideration for
GlobalData Holding Limited and its subsidiaries. These shares rank
pari passu with the existing GlobalData Plc ordinary shares in
issue.
Share Buyback
As detailed in note 10, during the period the Group purchased an
aggregate amount of 270,000 shares at a total market value of
GBP960,000.
Capital management
The Group's capital management objectives are:
-- To ensure the Group's ability to continue as a going concern
-- To fund future growth and provide an adequate return to
shareholders and, when appropriate, distribute dividends
The capital structure of the Group consists of net debt, which
includes borrowings and cash and cash equivalents, and equity.
The Company has two classes of shares. The ordinary shares carry
no right to fixed income and each share carries the right to one
vote at general meetings of the Company.
The deferred shares do not confer upon the holders the right to
receive any dividend, distribution or other participation in the
profits of the Company. The deferred shares do not entitle the
holders to receive notice of or to attend and speak or vote at any
general meeting of the Company. On distribution of assets on
liquidation or otherwise, the surplus assets of the Company
remaining after payments of its liabilities shall be applied first
in repaying to holders of the deferred shares the nominal amounts
and any premiums paid up or credited as paid up on such shares, and
second the balance of such assets shall belong to and be
distributed among the holders of the ordinary shares in proportion
to the nominal amounts paid up on the ordinary shares held by them
respectively.
There are no specific restrictions on the size of a holding nor
on the transfer of shares, which are both governed by the general
provisions of the Articles of Association and prevailing
legislation. The Directors are not aware of any agreements between
holders of the Company's shares that may result in restrictions on
the transfer of securities or on voting rights.
No person has any special rights of control over the Company's
share capital and all its issued shares are fully paid.
With regard to the appointment and replacement of Directors, the
Company is governed by its Articles of Association, the Companies
Act and related legislation. The Articles themselves may be amended
by special resolution of the shareholders. The powers of Directors
are described in the Board Terms of Reference, copies of which are
available on request.
Other reserve
The other reserve consists of a reserve created upon the reverse
acquisition of the TMN Group Plc.
Foreign currency translation reserve
The foreign currency translation reserve contains the
translation differences that arise upon translating the results of
subsidiaries with a functional currency other than Sterling. Such
exchange differences are recognised in the income statement in the
period in which a foreign operation is disposed of.
Special reserve
The special reserve was created upon the capital reduction which
occurred during 2013.
In order to facilitate the payment of dividends, the special
reserve, constituted by an undertaking to the Court given in
connection with the reduction of the Company's share premium
account undertaken in May 2013, has been released in accordance
with its terms pursuant to a resolution of the Board dated 23
February 2016 (all relevant creditors having been discharged or
otherwise consented to the reduction).
Merger reserve
The merger reserve was created to account for the premium on the
shares issued in consideration for the purchase of GlobalData
Holding Limited in 2016.
Treasury reserve
The treasury reserve contains shares held in treasury by the
Group and in the Group's Employee Benefit Trust for the purpose of
satisfying the exercise of share options under the Company's
Employee Share Option Plan.
Dividends
The final dividend for 2015 was 2.5p per share and was paid in
June 2016. The total dividend for the current year was 6.5 pence
per share, with an interim dividend of 2.5 pence per share paid on
9 September 2016 to shareholders on the register at the close of
business on 12 August 2016 and a final dividend of 4.0 pence per
share to be paid on 12 May 2017 to shareholders on the register at
the close of business on 18 April 2017. The ex-dividend date will
be on 13 April 2017.
10. Share Based Payments
The Group created a share option scheme during the year ended 31
December 2010 and granted the first options under the scheme on 1
January 2011 to certain senior employees. Each option granted
converts to one ordinary share on exercise. A participant may
exercise their options (subject to employment conditions) at any
time during a prescribed period from the vesting date to the date
the option lapses. For these options to be exercised the Group's
earnings before interest, taxation, depreciation and amortisation,
as adjusted by the Remuneration Committee for significant or
one-off occurrences, must exceed certain targets. The fair values
of options granted were determined using the Black-Scholes model.
The inputs used in the model were:
-- share price at date of grant
-- exercise price
-- time to maturity
-- annual risk-free interest rate and;
-- annualised volatility
The following assumptions were used in the valuation:
Award Tranche Grant Date Fair Value Estimated Weighted
of Share Exercise Forfeiture Average
Price at Price rate p.a. of Remaining
Grant Date (Pence) Contractual
Life
--------------- ----------------- ------------- ----------- ------------ --------------
Award 1 1 January 2011 GBP1.09 0.0714p 15% 3.0
Award 3 1 May 2012 GBP1.87 0.0714p 15% 3.0
Award 4 7 March 2014 GBP2.55 0.0714p 15% 3.0
22 September
Award 6 2014 GBP2.525 0.0714p 0% 3.0
Award 7 9 December 2014 GBP2.075 0.0714p 15% 3.2
31 December
Award 8 2014 GBP2.025 0.0714p 15% 3.2
Award 9 21 April 2015 GBP2.040 0.0714p 15% 3.2
28 September
Award 10 2015 GBP2.490 0.0714p 15% 4
Award 11 17 March 2016 GBP2.064 0.0714p 0% 3.0
Award 12 17 March 2016 GBP2.064 0.0714p 15% 3.3
Award 13 21 October 2016 GBP4.425 0.0714p 15% 3.3
Awards 2 and 5 have been fully forfeited.
The estimated forfeiture rate assumption is based upon
management's expectation of the number of options that will lapse
over the vesting period. The assumptions were determined when the
scheme was set up in 2011 and are reviewed annually. Management
believe the current assumptions to be reasonable based upon the
rate of lapsed options.
Each of the awards are subject to the vesting criteria set by
the Remuneration Committee. Following on from the acquisition of
the GlobalData Healthcare and Consumer businesses, the targets were
revised by the Remuneration Committee to take into account the
transformed business.
Vesting Criteria
Group Achieves Group Achieves GBP26.7m Group Achieves GBP35m
GBP10m EBITDA EBITDA EBITDA
---------- --------------- ------------------------ ----------------------
Award 1-4 20% Vest 40% Vest 40% Vest
Award 6 N/a 50% Vest 50% Vest
Award 7 N/a 40% Vest 60% Vest
Award 8 N/a 50% Vest 50% Vest
Award 9 N/a 40% Vest 60% Vest
Award 10 N/a N/a 100% Vest
Award 12 N/a 35% Vest 65% Vest
Award 13 N/a 35% Vest 65% Vest
Award 11 relates to options awarded to Executive Chairman,
Bernard Cragg during 2016. The options will vest on 31 January 2019
and 31 January 2021 in equal tranches.
The total charge recognised for the scheme during the twelve
months to 31 December 2016 was GBP2,764,000 (2015: GBP2,066,000).
The awards of the scheme are settled with ordinary shares of the
Company. During the period the Group purchased an aggregate amount
of 270,000 shares at a total market value of GBP960,000. The
purchased shares will be held in treasury and in the Group's
Employee Benefit Trust for the purpose of satisfying the exercise
of share options under the Company's Employee Share Option
Plan.
Reconciliation of movement in the number of options is provided
below.
Option price Number of
(pence) options
31 December 2015 1/14th 7,557,840
Granted 1/14th 4,802,903
Forfeited 1/14th (2,910,560)
------------------ -------------- ------------
31 December 2016 1/14th 9,450,183
------------------ -------------- ------------
The following table summarises the Group's share options
outstanding at 31 December 2016:
Options Option price Remaining
Reporting date outstanding (pence) life (years)
31 December 2011 5,004,300 1/14th 3.7
31 December 2012 4,931,150 1/14th 4.3
31 December 2013 4,775,050 1/14th 3.3
31 December 2014 8,358,880 1/14th 2.5
31 December 2015 7,557,840 1/14th 2.5
31 December 2016 9,450,183 1/14th 3.2
------------------ ------------- ------------- --------------
11. Acquisitions
GlobalData Holding Limited
On 6 January 2016 the Group acquired 100% of the share capital
of GlobalData Holding Limited. The transaction was effected by a
share for share exchange, in which GlobalData Plc issued 26,078,431
ordinary shares to the shareholders of GlobalData Holding Limited.
Based on the Closing Price of 255 pence on 6 January 2016 (being
the date of change of control), the acquisition value was GBP66.5
million.
The acquisition of GlobalData Holding Limited and its Healthcare
business is a further enhancement to our business information
proposition.
The amounts recognised for each class of assets and liabilities
at the acquisition date were as follows:
Carrying Fair Value
Value Adjustments Fair Value
GBP000s GBP000s GBP000s
Intangible assets consisting of:
Brand - 5,697 5,697
Customer relationships - 9,552 9,552
Intellectual Property and Content - 10,522 10,522
Net assets acquired consisting of:
Tangible and intangible fixed assets 316 - 316
Cash (614) - (614)
Trade receivables 2,416 (21) 2,395
Other receivables 1,126 (830) 296
Trade and other payables (585) - (585)
Accruals and deferred revenue (12,354) (5) (12,359)
Deferred tax - (4,639) (4,639)
Fair value of net assets acquired (9,695) 20,276 10,581
-------------------------------------------------- --------- ------------- -------------
Fair Value
GBP000s
Consideration in shares 66,500
Less net assets acquired (10,581)
Stamp duty paid on shares 312
------------------------------ ---------
Goodwill 56,231
------------------------------ ---------
In 2015 the acquired businesses had revenues of GBP19.1 million
and profits before tax of GBP1.4 million. The business has
generated revenues of GBP25.1 million and Adjusted EBITDA of GBP6.0
million in the year ended 31 December 2016. The goodwill that arose
on the combination can be attributed to the assembled workforce,
know-how and expertise. The Group incurred legal and professional
costs of GBP0.8m in relation to the acquisition, which were
recognised in other expenses.
Pharmsource
On 11 November 2016, the Group acquired the trade and assets of
Pharmsource, a provider of market intelligence, data and analysis
for the global contract bio/pharmaceutical industry.
The goodwill recognised in relation to the acquisition is as
follows:
GBP000s
Consideration 1,952
Add carrying value of net liabilities
acquired 605
Less fair value of intangible assets
consisting of:
Brand (181)
Customer relationships (173)
Database (610)
------------------------------------------ ------
Goodwill 1,593
------------------------------------------ ------
In line with the provisions of IFRS 3, further fair value
adjustments may be required within the 12 month period from the
date of acquisition. Any fair value adjustments will result in an
adjustment to the goodwill balance reported above.
In 2015 the acquired business had revenues of US$1.5 million and
loss before tax of US$0.1 million. The business has generated
revenues of GBP0.2 million and Adjusted EBITDA of GBP0.0 million in
the period from acquisition to 31 December 2016. If the acquisition
had occurred on 1 January 2016, the Group year to date revenue for
2016 would have been GBP101.0 million and the Group loss before tax
from continuing operations would have been GBP2.4 million.
The goodwill that arose on the combination can be attributed to
the assembled workforce, know-how and expertise.
The Group incurred legal and professional costs of GBP0.04m in
relation to the acquisition, which were recognised in other
expenses.
Cash Cost of Acquisitions
The cash cost of acquisitions, which reconciles to the cash flow
statement, is reconciled as follows:
Year ended Year ended
31 December 31 December
2016 2015
GBP000s GBP000s
Acquisition of GlobalData Holding:
Stamp duty paid on shares (312) -
Cash acquired as part of opening balance (614) -
sheet
Acquisition of Pharmsource (1,952) -
Acquisition of Verdict Research Limited - (20,679)
---------------------------------------------- ------------- -------------
(2,878) (20,679)
12. Disposal and discontinued operations
As the business becomes more focused on its business information
offering, a number of legacy non-core business units have been
discontinued in recent years.
On 19 January the group disposed of some of its non-core B2B
print businesses to a related party. The disposal was for
consideration of GBP1, together with a guaranteed loan of GBP4.5
million from the related party acquirers. The loan is discussed in
more detail in note 8.
Carrying
Value
GBP000s
Current assets consisting of:
Inventories 76
Trade and other receivables 6,292
Other receivables 278
Cash and cash equivalents 500
Total current assets 7,146
----------------------------------------- -----------
Current liabilities consisting of:
Trade payables (270)
Deferred income (1,068)
Accruals (695)
Total current liabilities (2,033)
----------------------------------------- -----------
Net assets disposed of 5,113
----------------------------------------- -----------
The loss on disposal was calculated as follows:
Fair Value
GBP000s
----------------------------- -----------
Fair value of consideration 4,500
Less net assets disposed of (5,113)
------------------------------ -----------
Loss on disposal (613)
------------------------------ -----------
The loss on disposal has been included within administrative
expenses within discontinued operations.
a) The results of the discontinued operations are as follows;
Year ended Year ended
31 December 31 December
2016 2015
GBP000s GBP000s
Discontinued operations
Revenue 8 10,145
Cost of sales (73) (10,013)
--------------------------------------- ------------- -------------
Gross (loss)/ profit (65) 132
Administrative costs (652) (8,925)
Loss before tax from discontinued
operations (717) (8,793)
Income tax credit - 801
--------------------------------------- ------------- -------------
Loss for the year from discontinued
operations (717) (7,992)
--------------------------------------- ------------- -------------
b) Loss before tax
Year ended Year ended
31 December 31 December
2016 2015
This is arrived at after charging: GBP000s GBP000s
Amortisation - 409
Impairment - 6,225
-------------------------------------- ------------ -------------
c) Cash flows from discontinued operations
Year ended Year ended
31 December 31 December
2016 2015
GBP000s GBP000s
Cash outflows from operating activities (604) (1,624)
Total cash outflows from discontinued
operations (604) (1,624)
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SEMFALFWSESE
(END) Dow Jones Newswires
February 27, 2017 02:00 ET (07:00 GMT)
Globaldata (LSE:DATA)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Globaldata (LSE:DATA)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024
