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RNS Number : 3421U  GlobalData PLC  01 August 2022

1 August 2022

 

GlobalData Plc

Half Year Results

30 June 2022

 

Executing the Strategy: 10% underlying(1) revenue growth, continued margin
expansion and strong contribution from M&A.

Resilient, Cash-backed Growth: Increased subscription revenues, with stable
cost base and high cash generation.

 

GlobalData Plc (AIM: DATA, GlobalData, the Group), the leading provider of
industry intelligence, today publishes its results for the half year ended 30
June 2022.

 

Highlights

Financial results for the six months ended 30 June 2022 (HY 2022).

 

 £m                           HY 2022   HY 2021  Change  Underlying Growth(1)

                                                 %       %

 Revenue                      £111.9m   £91.1m   +23%    +10%
 Operating profit             £24.1m    £18.3m   +32%
 Adj. EBITDA(2)               £39.0m    £30.7m   +27%
 Adj. EBITDA margin           35%       34%      +1p.p.
 Statutory PBT                £15.0m    £16.0m   -6%
 EPS                          9.4p      9.7p     -3%
 Adj. EPS(3)                  20.7p     16.3p    +27%
 Invoiced Forward Revenue(4)  £114.6m   £83.8m   +37%    +13%
 Net debt(5)                  £190.5m   £47.1m   +304%

 

Financial Highlights

·      Strong H1 revenue performance, up 23% with underlying(1) revenue
growth accelerating to 10% and subscription revenue growth of 21%, which makes
up 83% of Group revenues.

 

·      Adjusted EBITDA grew by 27% to £39.0m (HY 2021: £30.7m),
improving margin by a further 1 percentage point to 35% (HY 2021: 34%),
illustrating the operational leverage of the business and now in line with our
previously stated ambition of 35-40% Adjusted EBITDA margin. Statutory
operating profit grew by 32% to £24.1m.

 

·      Invoiced Forward Revenue(4) at the end of H1 grew by 37% year on
year to £114.6m (H1 2021: £83.8m), which reflected underlying growth of 13%
and provides strong visibility for the second half.

 

·      Highly cash generative business model with free cash flow(6) of
£45.7m (H1 2021: £34.7m). Cash flow from operations increased by 38% to
£56.1m (H1 2021: £40.8m), which represents operating cash conversion of 144%
on an Adjusted EBITDA basis (H1 2021: 133%).

 

·      EPS dropped marginally to 9.4p, reflecting increased finance
costs, inclusive of a non-cash interest charge of £4.0m, and increased
amortisation of acquired intangible assets. On an adjusted basis, EPS grew by
27%.

 

·      Interim dividend increase of 26% to 7.7 pence per ordinary share
(H1 2021: 6.1 pence), broadly in line with growth of Adjusted EBITDA.

 

Operational Highlights

 

·      Accelerating underlying growth to 10% by further embedding value
to our expanding blue-chip client base.

Through our strategic growth initiatives and product innovation, we have been
able to deliver greater value to our clients. Investment in the quality of the
platform has translated directly to sales - driving subscriptions to more
content for a larger user-base with annual price growth.

 

·      Generating value from targeted acquisitions

Whilst the focus remains on organic growth, we are on track with the
integration of the two strategic acquisitions completed in H2 2021, the Life
Sciences business and LMC Automotive and Agribusiness information ("LMC"),
with performance in line with expectations. In addition, we have completed the
acquisition of Media Business Insight ("MBI") in June 2022, which brings new
and unique gold standard data sets across the film, TV and media markets to
the Group. We have also signed an agreement and received regulatory approval
to acquire TS Lombard Limited, an economic research firm, which we anticipate
will complete before the end of Q3 2022.

 

·      Further debt funding to support future M&A activity

On 26 July 2022, we received indicative bank commitment to refinance our
existing facilities, which, as well as repaying existing indebtedness, will
give the Group a further £180m of capacity to execute on its strategic
M&A activity. We expect the financing agreement to complete in August
2022.

 

 

Mike Danson, Chief Executive Officer of GlobalData Plc, commented:

 

"The first half of 2022 demonstrated the strength and resilience of our
business. The quality of our content continues to drive increases in recurring
subscription revenues. Through our One Platform and with a largely fixed cost
base, this revenue growth has driven an increased margin and significant cash
generation.

 

Businesses are increasingly turning to good quality data to make critical
decisions. Our real-time industry intelligence, insights and analytics are
helping clients navigate through challenging market and economic conditions in
multiple sectors and geographies.

 

M&A provides a significant growth opportunity for the Group, and the
acquisitions announced last year are already enhancing our overall client
offering. With funding available to support further M&A, we will continue
to execute against our strategy to combine optimised organic growth with
quality assets that add further capability and depth to our platform.

 

The premium assets that are embedded in our platform have a history of growth
and resilience during economic cycles and it is pleasing to see this continue
in our H1 2022 results. This strength in our business model, high cash
generation and the must-have intelligence we provide our clients gives us
confidence in our growth prospects for the second half of the year and
beyond."

 

 

 

Note 1: Underlying growth: Defined as growth in business excluding impact of
movement in exchange rates and adjusts for the proforma results of acquired
business. This is reconciled to the reported change on page 8.

Note 2: Adjusted EBITDA: Earnings before interest, tax, depreciation and
amortisation, adjusted to exclude costs associated with acquisitions,
restructuring of the Group, share based payments, impairment, unrealised
operating exchange rate movements and the impact of foreign exchange
contracts. Adjusted EBITDA margin is defined as: Adjusted EBITDA as a
percentage of revenue. This is reconciled to the Statutory operating profit on
page 7.

Note 3: Adjusted EPS: Adjusted profit after tax per share (reconciliation
between statutory profit and adjusted profit shown on page 7).

Note 4: Invoiced Forward Revenue: Invoiced Forward Revenue relates to amounts
that are invoiced to clients at the statement of financial position date,
which relate to future revenue to be recognised. This is reconciled to
deferred revenue on page 8.

Note 5: Net debt: Short and long-term borrowings (excluding lease liabilities)
less cash and cash equivalents.

Note 6: Free cash flow: Cash flow generated from operations less interest
paid, income taxes paid and purchase of intangible and tangible assets. This
is reconciled to cash flow generated from operations on page 7.

 

 

 

ENQUIRIES

 

 GlobalData Plc
 Mike Danson, Chief Executive Officer           0207 936 6400
 Graham Lilley, Chief Financial Officer

 J.P. Morgan Cazenove (Nomad and Joint Broker)  0207 742 4000
 Bill Hutchings
 Mose Adigun

 Panmure Gordon (Joint Broker)                  0207 886 2500
 Erik Anderson
 Alina Vaskina

 Numis Securities (Joint Broker)                0207 260 1000

 Nick Westlake

 Iqra Amin

 FTI Consulting LLP (Financial PR)              0203 727 1000
 Edward Bridges
 Rob Mindell
 Dwight Burden

 

 

Notes to Editors

 

GlobalData Plc

GlobalData Plc (AIM: DATA) is a leading data, insights, and analytics platform
for the world's largest industries. Our mission is to help our clients decode
the future, make better decisions, and reach more customers.

 

One Platform Model

GlobalData's One Platform model is the foundation of our business and is the
result of years of continuous investment, targeted acquisitions, and organic
development. This model governs everything we do, from how we develop and
manage our products, to our approach to sales and customer success, and
supporting business operations. At its core, this approach integrates our
unique data, expert analysis, and innovative solutions into an integrated
suite of client solutions and digital community platforms, designed to serve a
broad range of industry markets and customer needs on a global basis. The
operational leverage this provides means we can respond rapidly to changing
customer needs and market opportunities, and continuously manage and develop
products quickly, at scale, with limited capital investment as well as
providing unique integration opportunities for M&A.

 

Strategic Priorities

GlobalData's four strategic priorities are: Customer Obsession, World Class
Product, Sales Excellence and Operational Agility.

 

Growth Optimisation Plan

GlobalData's Growth Optimisation Plan is a set of initiatives designed to
drive revenue growth and profitability.  The Plan's initiatives operate
across all of GlobalData's operations but are organised around the
strategic priorities noted above.

 

 

 

 

Chief Executive's Review

The Group has started the year well and continues to expand its position as a
leading intelligence platform through sustained organic momentum and further
execution of its M&A strategy.

 

During the first half of 2022, the Group has accelerated revenue growth,
delivering further margin progression. The growth and continued margin
expansion demonstrate we are on track to deliver on our near-term financial
targets of at least 10% underlying annual revenue growth and Adjusted EBITDA
margin of 35-40%.

 

Our mission, to help our c.5,000 clients decode the future, is as important as
ever, at a time of geo-political and economic uncertainty. Our quality content
helps clients navigate through uncertainty and provides essential tools and
workflows to make better decisions and reach more customers. Through our
Customer Obsession initiatives, we are having more conversations with our
clients and understanding the challenges that they are facing in these
unstable times, and it is pleasing to be in a position whereby our continued
innovation and product development, alongside our premium data assets are
providing real value to clients in this environment.

 

Our subscription renewal rates have continued to be strong in H1 2022 and are
consistent with 2021, a continuation of performance over the past two years.
Our heritage, premium assets, embedded within our brand and platform have a
long-standing history of growth and resilience during economic cycles. These
core strengths of our business model are demonstrated in the H1 2022 results.

 

§  Organic growth: During the first half, our underlying revenue growth was
10%.

 

A significant strength of our business model is that we are not reliant on a
single area for growth. We have a global product relevant across all
geographies and focused on each of the world's largest industries. The Group
has multiple levers for organic growth, a number of which are within our
existing client base:

 

§  Volume renewal - our volume renewal rates remain strong and are
consistent with 2021. We are seeing more and more clients signing multi-year
deals, reflecting both the strength of the product and how embedded the
product is to our clients. From our focus on Customer Obsession initiatives,
we are confident of growing the number of customers renewing each year, which
will have an immediate impact on our revenue with only a nominal cost.

§  Pricing - pricing has been a significant focus for us in the first half
to ensure we capture the significant value of our product in our client
pricing. During the first half we attained price increases across c.65% of our
subscription renewal opportunities at an average price adjustment of c.8%. We
believe there is significantly more opportunity to reflect greater value in
our pricing over the next 2 years.

§  Selling more licenses and product to our existing clients - we have
active campaigns to grow the number of licenses we sell to our existing
customers, through different user groups and use cases as well as selling
additional product. We currently have c.5,000 customers and therefore growing
our footprint within those customers and also increasing the number of
products is a significant revenue opportunity.

 

Despite having the scale of opportunity within our existing customer base, the
Group still has relatively low penetration in a number of sectors. Therefore,
the revenue opportunity beyond our existing customers is significant and we
are seeing continued success in the acquisition of new customers.

 

The number of levers the Group has, means that incrementally executing against
all of them adds up to a material growth opportunity and is why the key word
in our Growth Optimisation plan is, Optimisation.

 

 

§  M&A: Our scalable platform is ideally positioned to integrate new
datasets and content into our existing vertical offering or expand our breadth
into new vertical markets. As a management team we have extensive experience
of acquiring and integrating assets and we currently have an active pipeline
of businesses that we are assessing, as well as the firepower available to
execute.

 

Following the completion of the Life Sciences business on 1 November 2021, we
have completed a further two acquisitions. The acquisition of LMC was
completed in December 2021 and we have recently acquired MBI in June 2022. MBI
brings new and unique gold standard data sets across the film, TV and media
markets to GlobalData, which combined with our existing Technology content
provides the Group, a new vertical, with deep media sector intelligence and
related services. Further details of the acquisition are given in note 14.

 

We have a further agreement to purchase TS Lombard, an economic research firm.
The company provides economic and political research, with a particular
strength in emerging markets and the acquisition will give GlobalData further
access to the asset management sales channel, to sell its full product suite
to. The transaction has received regulatory approval and is expected to
complete during Q3 2022, and the HY 2022 results do not include any
transactions in relation to this proposed acquisition.

 

Growth Optimisation Plan

Our Growth Optimisation Plan focuses on sustainable growth through
optimisation. We are not reliant on a single area of growth to be successful,
but are focused on optimising multiple levers for growth both within the
organic business and through M&A, delivered via our four key pillars:
Customer Obsession, World Class Product, Sales Excellence and Operational
Agility.

 

Customer Obsession

During the first half we have continued our customer obsession initiatives
that we rolled out in late 2021:

 

§  Focused on our top-tier clients: We have strengthened the management
processes and use of data and technology to support this initiative. Through
collaboration across the business, our aim is to pivot the team to a
solution-based sales process which fully utilises our talented analyst and
consulting teams, building longer and deeper relationships with our clients.
As part of this initiative, we are enhancing the product usability with the
aim of increasing client adoption and usage across our assets. We are
therefore looking at increasing client usage of alerts, content sharing and
further enhancement of workflow tools in sales and competitive intelligence.

 

§  Use of client-focused technology: Continue to develop and adopt
proprietary technology which both enhances our understanding of our clients
and their requirements, but also allow us to put insightful and timely content
in front of our clients to increase adoption and usage.

 

As part of this suite of technology, we are implementing technology that allow
us to proactively monitor and manage customer service, onboarding and
relationship tasks across our Group. This will ensure that all clients enjoy a
consistent and rewarding relationship with GlobalData. This will allow us to
better scale our client service and relationship management processes.

 

World Class Product

We have developed a world class product, but we also believe that for it to
maintain its status as world class, it requires continuous investment and
development: that is what we have continued to do in the first half.

 

As noted in our Customer Obsession initiatives, we are focusing on the
usability of the product and targeting stronger usage and adoption across our
client base. Our One Platform allows us to integrate new assets efficiently
and recognise immediate synergies for the Group and our clients.

 

The Life Sciences business was fully integrated onto our One Platform in H1,
with the LMC integration expected to be completed early in the second half.
Our recent acquisition of MBI and the planned acquisition of TS Lombard will
also be integrated in the second half.

 

Sales Excellence

The sales teams focus remains on the growth levers of pricing, volume renewal
rates, more licenses and more product. Performance has been good in the first
half; delivering 10% underlying growth as well as 13% underlying growth in
Invoiced Forward Revenue.

 

We are focused on how to drive more leads through automated sources, such as
search engines, our B2B media sites and other initiatives aimed at brand and
product amplification. Whilst this area of initiative did not have a material
impact on our first half results, we are confident in the longer-term
opportunity for the Group, in particular the opportunity to scale further.

 

Operational Agility

During the first half we launched our GlobalData Impact report internally to
colleagues which sets out our strategy for key initiatives for the
Environment, our Social agenda and Governance arrangements. We have started to
make good progress along our roadmap, including the set up and roll out of
Employee Resource Groups, which are company sponsored employee driven groups
focusing on Gender Balance, Race and Ethnicity, LGBTQIA+, Philanthropy and
Social and Leisure. We will give a full update on these activities in our
Annual Report for the year ending 31 December 2022.

 

We actively manage the impact of cost and wage inflation, and we have a strong
track record as an executive team of managing costs in a high inflation
environment with a significant portion of cost base in India. To offset any
inflationary cost increases we are continually looking at efficiencies,
automation and technology to manage our overall cost base and as a result we
remain confident in our ability to maintain a largely fixed cost base. In
addition, as noted within the Sales Excellence section, we have had success in
passing on price increases to the majority of renewals made during H1 2022.

 

We have also continued to execute on our M&A strategy in terms of sourcing
and completing the MBI deal, agreeing to acquire TS Lombard, as well as
integrating the Life Sciences and LMC businesses which completed at the end of
2021. In addition, we have progressed towards securing new financing to fund
future M&A. On 26 July 2022, we received indicative bank commitment to
refinance our existing facilities which will give the Group a further £180m
of capacity to execute on its strategic M&A activity. We expect the
financing agreement to complete in August 2022.

 

Our Colleagues

I want to congratulate and thank all our colleagues on a strong set of results
for the first half. Our strategy is underpinned by colleague collaboration and
customer obsession, as well as their input and direction through our newly
formed Employee Resource Groups. I am sure that by continuing to focus on the
Growth Optimisation Plan and executing against our growth levers and
initiatives we will share further success through the remainder of 2022 and
beyond.

 

Whilst the financial target for the colleague share option scheme (scheme 1)
was met with the 2021 results, the Remuneration Committee have not yet
approved the vesting of the scheme because of the volatility of public
markets, however we intend to conclude this in the second half. We have
appointed both FTI Consulting as our Investor Relations Agency and Numis
Securities as joint broker, to work alongside J.P. Morgan and Panmure Gordon
to enhance our profile in the investment community and assist on the matter.

 

Dividend

The Group's policy is to pay a dividend that reflects the growth and cash
generation of the business. The Board is pleased to announce an interim
dividend of 7.7 pence per share (H1 2021: 6.1 pence) which represents an
increase of 26%, broadly in line with growth of Adjusted EBITDA. The interim
dividend will be paid on 7 October 2022 to shareholders on the register at the
close of business on 9 September 2022.

 

Current Trading and Outlook

The quality assets that are embedded in our platform have a history of growth
and resilience during economic cycles and this has been demonstrated through
our strong H1 2022 results. As we look ahead, we are well positioned with
strong growth and scale of our Invoiced Forward Revenue of £114.6m. The
strength in our business model, the must-have intelligence we provide our
clients, deep customer relationships and diverse market coverage gives us
confidence in our growth prospects for the second half of the year and beyond.

 

Mike Danson

Chief Executive Officer

1 August 2022

 

 

 

 

Financial Review

 £m                                                    Unaudited 6 months to  Unaudited 6 months to  Audited Year Ended 31 December 2021

                                                       June 2022              June 2021
 Revenue                                               111.9                  91.1                   189.3
 Operating profit                                      24.1                   18.3                   38.2
 Adjusting items
 Depreciation                                          3.3                    3.6                    6.8
 Amortisation of acquired intangible assets            4.1                    2.7                    5.6
 Amortisation of software                              0.5                    0.5                    0.9
 Share-based payments charge                           1.4                    4.7                    9.2
 Restructuring and refinancing costs                   1.0                    0.9                    1.4
 Revaluation loss on short- and long-term derivatives  2.1                    0.7                    0.9
 Unrealised operating foreign exchange loss/(gain)     0.9                    (0.9)                  (1.0)
 M&A costs                                             1.6                    0.2                    2.4
 Adjusted EBITDA                                       39.0                   30.7                   64.4
 Adjusted EBITDA margin(1)                             35%                    34%                    34%

 Statutory Profit Before Tax                           15.0                   16.0                   32.6
 Amortisation of acquired intangible assets            4.1                    2.7                    5.6
 Share-based payments charge                           1.4                    4.7                    9.2
 Restructuring and refinancing costs                   1.0                    0.9                    1.4
 Revaluation loss on short- and long-term derivatives  2.1                    0.7                    0.9
 Unrealised operating foreign exchange loss/(gain)     0.9                    (0.9)                  (1.0)
 M&A costs                                             1.6                    0.2                    2.4
 Borrowings non-cash fair value adjustments(2)         4.0                    0.3                    0.8
 Adjusted Profit Before Tax                            30.1                   24.6                   51.9
 Adjusted income tax expense(3)                        (6.9)                  (5.7)                  (9.6)
 Adjusted Profit After Tax                             23.2                   18.9                   42.3

 Cash flow generated from operations                   56.1                   40.8                   60.5
 Interest paid                                         (4.4)                  (1.3)                  (3.4)
 Income taxes paid                                     (4.8)                  (3.8)                  (5.1)
 Purchase of intangible and tangible assets            (1.2)                  (1.0)                  (1.3)
 Free cash flow                                        45.7                   34.7                   50.7
 Operating cash flow conversion %(4)                   144%                   133%                   94%
 Free cash flow conversion %(5)                        152%                   141%                   98%

 Earnings attributable to equity holders:
 Basic earnings per share (pence)                      9.4                    9.7                    21.9
 Diluted earnings per share (pence)                    8.6                    8.9                    20.2
 Adjusted basic earnings per share (pence)             20.7                   16.3                   37.3
 Adjusted diluted earnings per share (pence)           18.8                   15.1                   34.4

( )

(1) Adjusted EBITDA margin is defined as: Adjusted EBITDA as a percentage of
revenue. Note 2 discloses the rationale for the adjusting items in detail.

(2) This is a non-cash charge relating to fair value adjustments on external
borrowings in line with the provisions of IFRS9 arising on the completion of a
one-year extension to the external facilities agreement (detailed in note 11)
and changes in future anticipated cash flows.

(3) Adjusted income tax expense represents the statutory income tax expense
adjusted for the tax effect on adjusting items. In addition, the adjusted
income tax expense includes the effect of any tax rate changes.

(4) Operating cash flow conversion is defined as: Cash flow generated from
operations divided by Adjusted EBITDA.

(5) Free cash flow conversion is defined as: Free cash flow generated from
operations; being cash flow generated from operations less interest paid,
income taxes paid and purchase of intangible and tangible assets; divided by
Adjusted Profit before tax.

 

The financial position and performance of the business are reflective of the
core financial elements of our business model: visible and recurring revenues,
high incremental margins, scalable opportunity, and strong cash flows.

 

The Directors believe that Adjusted EBITDA, Adjusted Profit After Tax and
Adjusted earnings per share (as detailed on page 7) provide additional useful
information on the core operational performance of the Group to shareholders,
and we review the results of the Group using these measures internally. Within
note 2, we disclose the rationale for the adjusting items in detail. The
Directors also look at underlying performance of the Group, which excludes any
gain or loss through currency and adjusts for the proforma impact of the
acquired businesses (i.e. the results of the acquired businesses for the same
period in the previous year).

 

Revenue

Group revenue grew from £91.1m to £111.9m in H1 2022 (23%).

 

 £m                                                  HY 2022  HY 2021  Growth %
 Reported revenue                                    111.9    91.1     23%
 Impact of currency                                  (1.0)    -
 Previous years' results acquired businesses         -        10.7
 Fair value adjustment on acquired deferred revenue  0.8      -
 Underlying revenue                                  111.7    101.8    10%

 

In HY 2022, underlying growth accelerated from the full year revenue growth
rate from 2021 of 8% to 10%. This reflects continued strength in our renewals,
including some progress on price as well as consistent performance in winning
new clients. In addition to the underlying growth performance, the
acquisitions of Life Sciences, LMC and MBI increased our overall reported
revenue growth to 23%. The net effect of foreign exchange movements in the
first half added a further £1.0m.

 

 £m                                                              30 June 2022  30 June 2021  31 December 2021
 Deferred revenue                                                110.9         82.0          81.4
 Amounts not due/subscription not started at balance sheet date  3.7           1.8           26.3
 Invoiced Forward Revenue                                        114.6         83.8          107.7

 

Strong performance of our renewals and new business subscription business
resulted in our Invoiced Forward Revenue ("IFR") balance as at 30 June 2022
showing 13% underlying growth. The sales order growth driving our IFR growth
reflects focused attention on our growth levers of pricing, more seats, more
product to existing clients, as well as consistent new business wins. We are
starting to see the results of this area of our Growth Optimisation Plan,
however we will continue to make further progress against each lever in H2 and
beyond. The impact of acquisitions, timing of events billings and the foreign
exchange impact meant that the overall IFR growth was 37% versus the balance
as at 30 June 2021.

 

Operating Profit

Operating profit increased to £24.1m (30 June 2021: £18.3m), improving
margin by 2 percentage points to 22% (30 June 2021: 20%) driven by the £20.8m
revenue growth discussed above, offset by £15.0m additional costs.

 

The additional costs largely reflected the impact of acqusitions (reported
within Adjusted EBITDA) and material variances in adjusting items as follows:

 

·      Restructuring & M&A costs increased from £1.1m in HY
2021 to £2.4m, reflecting increased M&A and integration activity in HY
2022.

·      Refinancing costs of £0.2m in the first half (HY 2021: £nil)
are in relation to professional fees incurred in the extension of existing
facilites by one year. These costs do not include any costs in relation to the
contemplated new financing facilities, which are expected to complete in
August.

·      Share-based payment charge has reduced from £4.7m to £1.4m, as
the charge for Scheme 1 ended on 31 December 2021. The charge reflects the
non-cash charge for schemes 2 and 4. Further detail is given in note 12.

·      Revaluation of derivatives and unrealised operating foreign
exchange loss/gain increased to £3.0m loss (HY 2021: £0.2m gain) reflecting
foreign exchange movements in the half, with the greatest impact coming from
USD/ GBP re-translation. Further detail is given below.

·      Amortisation of acquired intangibles increased by £1.4m versus
HY 2021, driven by the acquisition of intangible assets in the Life Sciences,
LMC and MBI transactions which have all completed since 30 June 2021.

 

Adjusted EBITDA

The Directors believe that Adjusted EBITDA provides additional useful
information on the core operational performance of the Group to shareholders,
and we review the results of the Group using this measure internally. Adjusted
EBITDA increased by 27% to £39.0m (HY 2021: £30.7m), which is reflective of
revenue growth and maintaining a relatively stable organic cost base at
Adjusted EBITDA level. The acquired businesses performed in line with Group
margin. Our Adjusted EBITDA margin was 35% (HY 2021: 34%), now within our
previously stated ambition of Adjusted EBITDA margin range of 35-40%.

 

Adjusted EBITDA benefited from the impact of IFRS 16 (lease accounting) by
£2.9m (HY 2021: £3.0m).

 

Impact of Foreign Exchange

The main currency movement in the period has been the weakening of Pounds
Sterling, relative to the US Dollar. Our revenues are ~50% US Dollar
denominated and therefore the movement in the average rate of $1.31/£,
compared with $1.38/£ in 2021 (a 5% weakening of Pounds Sterling) has had an
impact on our results.

 

The year-on-year movement on the US Dollar exchange rate increased revenue by
£1.3m, marginally offset by £0.2m in Euro and £0.1m in other currencies.
However, the accelerated weaking at the end of the half had a more pronounced
impact on our deferred revenue balance than in our reported revenues. The
foreign exchange impact increased deferred revenue by a net £4.4m as at 30
June 2022.

 

From a cost perspective, it had a more immediate effect (as revenues are 83%
subscription and any gain/loss is phased into revenue as recognised). The net
additional cost as a result of foreign exchange was £1.7m compared to HY
2021.

 

 £m                        Deferred Revenue  Revenue  Costs  Adjusted EBITDA  Margin

 As reported 2022          110.9             111.9    72.9   39.0             35%
 Less Currency movements
 US Dollar                 (4.6)             (1.3)    (1.5)  0.2
 Euro                      0.1               0.2      -      0.2
 Other                     0.1               0.1      (0.2)  0.3
 At constant rate          106.5             110.9    71.2   39.7             36%

 As reported 2021          82.0              91.1     60.4   30.7
 Constant currency growth  30%               22%      18%    29%

 

Profit Before Tax

Improved performance at both Operating Profit and Adjusted EBITDA levels, was
offset by an increase in finance costs of £6.8m to £9.1m (HY 2021: £2.3m)
reflecting an increase in net debt over the previous 12 months, and a non-cash
charge of £4.0m relating to fair value adjustments on external borrowings,
which reduced Profit Before Tax to £15.0m (HY 2021: £16.0m).

 

Tax

The interim period income tax expense has been calculated using the forecast
effective tax rate that would be applicable to expected total annual earnings,
i.e. the estimated average annual effective income tax rate applied to the
pre-tax income of the interim period.  To the extent practicable, where
different income tax rates apply to different categories of income, a separate
rate has been used for each individual category of interim period pre-tax
income.

 

Using this approach, the overall annual effective income tax rate is currently
forecast to be 22% (HY 2021: 25%).  This broadly represents the standard
corporation tax rate in the UK of 19% adjusted for the higher rates of
overseas tax in the jurisdictions where the Group operates (2%) and expenses
which are not deductible for tax purposes (1%).

 

Cash Generation

Cash from operations increased by 38% compared to HY 2021, to £56.1m (HY
2021: £40.8m). The main driver for this increase is an increase in cash
collections, in line with sales order growth which resulted in cash from
operations conversion of 144% of Adjusted EBITDA (HY 2021: 133%). HY 2021 was
adversely impacted by the timing of Events payments, following the COVID-19
disruption, adjusting for this, HY 2021 cash conversion (as a percentage of
Adjusted EBITDA) would have been 142%.

 

Free Cash Flow increased to £45.7m, an increase of 32% (HY 2021: £34.7m).
This growth is reflective of the cash from operations performance, offset by
increased net debt and interest costs. As a low capital-intensive business,
our capital expenditure is typically around 1-1.5% of revenue. Free Cash Flow
as a percentage of Adjusted Profit before Tax was 152%, versus 141% in HY
2021.

 

Net Debt(1)

Since the last reporting period, December 2021, net debt has increased from
£177.6m to £190.5m. The increase is reflective of significant cash from
operations conversion being offset by £20.1m paid in relation to
acquisitions, £17.7m being used to purchase own shares, £14.8m of dividend
payments, taxes of £4.8m, capital expenditure of £1.2m, leasing costs of
£2.9m and interest of £4.4m.

 

 

(1) We define net debt as short- and long-term borrowings (excluding lease
liabilities) less cash and cash equivalents.

 

 

 

 

Independent review report to GlobalData Plc

 

Conclusion

 

We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2022 which comprises the consolidated income statement, consolidated
statement of comprehensive income, consolidated statement of financial
position, the consolidated statement of changes in equity, the consolidated
statement of cash flows and related notes 1 to 15.

 

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2022 is not prepared, in all
material respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the AIM Rules of the London Stock Exchange.

 

Basis for Conclusion

 

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom. A review of interim financial
information consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK) and consequently does
not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.

 

As disclosed in note 1, the annual financial statements of the group will be
prepared in accordance with United Kingdom adopted international accounting
standards. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting".

 

Conclusion Relating to Going Concern

 

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.

 

This conclusion is based on the review procedures performed in accordance with
this ISRE (UK), however future events or conditions may cause the entity to
cease to continue as a going concern.

 

Responsibilities of the directors

 

The directors are responsible for preparing the half-yearly financial report
in accordance with the AIM rules of the London Stock Exchange.

 

In preparing the half-yearly financial report, the directors are responsible
for assessing the group's ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's Responsibilities for the review of the financial information

 

In reviewing the half-yearly financial report, we are responsible for
expressing to the group a conclusion on the condensed set of financial
statement in the half-yearly financial report. Our conclusion, including our
Conclusions Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.

 

Use of our report

 

This report is made solely to the company in accordance with International
Standard on Review Engagements (UK) 2410 "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity" issued by the
Financial Reporting Council. Our work has been undertaken so that we might
state to the company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our review work, for this report, or for the conclusions
we have formed.

 

 

 

Deloitte LLP

Statutory Auditor

London, England

1 August 2022

 

 

 

 

 

Consolidated Income Statement

                                                     Notes  6 months to 30 June 2022  6 months to 30 June 2021  Year to

                                                            Unaudited                 Unaudited                 31 December

                                                                                                                2021

                                                                                                                Audited
 Continuing operations                                      £m                        £m                        £m
 Revenue                                             4      111.9                     91.1                      189.3
 Operating expenses                                  5      (87.8)                    (72.5)                    (150.8)
 Losses on trade receivables                         5      (0.1)                     (0.9)                     (1.2)
 Other income                                               0.1                       0.6                       0.9
 Operating profit                                           24.1                      18.3                      38.2
 Net finance costs                                   7      (9.1)                     (2.3)                     (5.6)
 Profit before tax                                          15.0                      16.0                      32.6
 Income tax expense                                         (4.4)                     (4.8)                     (7.7)
 Profit for the period                                      10.6                      11.2                      24.9

 Attributable to:
 Equity holders of the parent                               10.6                      11.2                      24.9

 Earnings per share attributable to equity holders:
 Basic earnings per share (pence)                    8      9.4                       9.7                       21.9
 Diluted earnings per share (pence)                  8      8.6                       8.9                       20.2

 Reconciliation to Adjusted EBITDA(1):
 Operating profit                                           24.1                      18.3                      38.2
 Depreciation                                               3.3                       3.6                       6.8
 Amortisation of software                                   0.5                       0.5                       0.9
 Adjusting items                                     6      11.1                      8.3                       18.5
 Adjusted EBITDA(1)                                         39.0                      30.7                      64.4

 

The accompanying notes form an integral part of this financial report.

 

 

(1) We define Adjusted EBITDA as EBITDA adjusted to exclude costs associated
with acquisitions, restructuring of the Group, share-based payments,
impairment, unrealised operating exchange rate movements and the impact of
foreign exchange contracts. We present Adjusted EBITDA as additional
information because it is used internally as a key indicator to assess
financial performance. 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. Adjusted EBITDA margin is defined as:
Adjusted EBITDA as a percentage of revenue.

 

 

 

Consolidated Statement of Comprehensive Income

 

                                                                             6 months to    6 months to    Year to 31

                                                                             30 June 2022   30 June 2021   December 2021

                                                                             Unaudited      Unaudited      Audited

                                                                             £m             £m             £m
 Profit for the period                                                       10.6           11.2           24.9
 Other comprehensive income
 Items that will be classified subsequently to profit or loss when specific
 conditions are met:
 Net exchange losses on translation of foreign entities                      (0.1)          (0.6)          (0.5)
 Other comprehensive losses, net of tax                                      (0.1)          (0.6)          (0.5)
 Total comprehensive income for the period                                   10.5           10.6           24.4

 

 Attributable to:
 Equity holders of the parent  10.5  10.6  24.4

 

The accompanying notes form an integral part of this financial report.

 

 

 

Consolidated Statement of Financial Position

                                                         Notes  30 June     30 June     31 December

                                                                2022        2021        2021

                                                                Unaudited   Unaudited   Audited
                                                                £m          £m          £m
 Non-current assets
 Property, plant and equipment                                  33.4        36.1        35.3
 Intangible assets                                       9      368.9       239.0       347.7
 Net investment in sublease                                     -           -           0.1
 Trade and other receivables                                    -           0.1         -
 Deferred tax assets                                            1.0         7.4         2.1
                                                                403.3       282.6       385.2
 Current assets
 Trade and other receivables                                    55.1        40.0        51.2
 Current tax receivable                                         0.1         0.6         -
 Short-term derivative assets                            10     -           0.6         0.6
 Cash and cash equivalents                                      41.5        26.5        22.6
                                                                96.7        67.7        74.4
 Total assets                                                   500.0       350.3       459.6
 Current liabilities
 Trade and other payables                                       (140.6)     (103.8)     (114.3)
 Short-term lease liabilities                            11     (4.4)       (4.0)       (4.1)
 Short-term borrowings                                   11     (5.0)       (5.0)       (5.0)
 Current tax payable                                            (5.4)       (2.7)       (4.2)
 Short-term derivative liabilities                       10     (1.9)       (0.2)       (0.3)
 Short-term provisions                                          (0.1)       (0.2)       (0.1)
                                                                (157.4)     (115.9)     (128.0)
 Net current liabilities                                        (60.7)      (48.2)      (53.6)
 Non-current liabilities
 Long-term provisions                                           (0.7)       (0.5)       (0.7)
 Deferred tax liabilities                                       (3.9)       -           -
 Long-term derivative liabilities                        10     -           -           (0.1)
 Long-term lease liabilities                             11     (27.4)      (30.0)      (29.3)
 Long-term borrowings                                    11     (227.0)     (68.6)      (195.2)
                                                                (259.0)     (99.1)      (225.3)
 Total liabilities                                              (416.4)     (215.0)     (353.3)
 Net assets                                                     83.6        135.3       106.3
 Equity
 Share capital                                           12     0.2         0.2         0.2
 Treasury reserve                                               (84.3)      (26.2)      (66.6)
 Other reserve                                                  (44.3)      (44.3)      (44.3)
 Foreign currency translation reserve                           (0.4)       (0.4)       (0.3)
 Retained profit                                         12     212.4       206.0       217.3
   Equity attributable to equity holders of the parent          83.6        135.3       106.3

 

The accompanying notes form an integral part of this financial report.

Consolidated Statement of Changes in Equity

                                                         Share capital  Share premium account  Treasury reserve  Other reserve  Merger reserve  Foreign currency translation reserve  Retained profit  Equity attributable to equity holders of the parent

                                                         £m             £m                     £m                £m             £m              £m                                    £m               £m
 Balance at 1 January 2021                               0.2            0.7                    (21.4)            (37.1)         163.8           0.2                                   31.3             137.7
 Profit for the six month period ended 30 June 2021      -              -                      -                 -              -               -                                     11.2             11.2
 Other comprehensive income:
 Net exchange loss on translation of foreign entities    -              -                      -                 -              -               (0.6)                                 -                (0.6)
 Total comprehensive income for the period               -              -                      -                 -              -               (0.6)                                 11.2             10.6
 Transactions with owners:
 Bonus issue of shares                                   171.0          -                      -                 (7.2)          (163.8)         -                                     -                -
 Capital reduction                                       (171.0)        (0.7)                  -                 -              -               -                                     171.7            -
 Share buy-back                                          -              -                      (6.1)             -              -               -                                     -                (6.1)
 Dividend                                                -              -                      -                 -              -               -                                     (13.4)           (13.4)
 Vesting of share options                                -              -                      1.3               -              -               -                                     (1.3)            -
 Share-based payments charge                             -              -                      -                 -              -               -                                     4.7              4.7
 Tax on share-based payments                             -              -                      -                 -              -               -                                     1.8              1.8
 Balance at 30 June 2021                                 0.2            -                      (26.2)            (44.3)         -               (0.4)                                 206.0            135.3
 Profit for the six month period ended 31 December 2021  -              -                      -                 -              -               -                                     13.7             13.7
 Other comprehensive income:
 Net exchange gain on translation of foreign entities    -              -                      -                 -              -               0.1                                   -                0.1
 Total comprehensive income for the period               -              -                      -                 -              -               0.1                                   13.7             13.8
 Transactions with owners:
 Share buy-back                                          -              -                      (40.4)            -              -               -                                     -                (40.4)
 Dividend                                                -              -                      -                 -              -               -                                     (7.0)            (7.0)
 Share-based payments charge                             -              -                      -                 -              -               -                                     4.5              4.5
 Tax on share-based payments                             -              -                      -                 -              -               -                                     0.1              0.1
 Balance at 31 December 2021                             0.2            -                      (66.6)            (44.3)         -               (0.3)                                 217.3            106.3
 Profit for the six month period ended 30 June 2022      -              -                      -                 -              -               -                                     10.6             10.6
 Other comprehensive income:
 Net exchange loss on translation of foreign entities    -              -                      -                 -              -               (0.1)                                 -                (0.1)
 Total comprehensive income for the period               -              -                      -                 -              -               (0.1)                                 10.6             10.5
 Transactions with owners:
 Share buy-back                                          -              -                      (17.7)            -              -               -                                     -                (17.7)
 Dividend                                                -              -                      -                 -              -               -                                     (14.8)           (14.8)
 Share-based payments charge                             -              -                      -                 -              -               -                                     1.4              1.4
 Tax on share-based payments                             -              -                      -                 -              -               -                                     (2.1)            (2.1)
 Balance at 30 June 2022                                 0.2            -                      (84.3)            (44.3)         -               (0.4)                                 212.4            83.6

 

The accompanying notes form an integral part of this financial report.

Consolidated Statement of Cash Flows

                                                               6 months     6 months     Year to

                                                               to 30 June   to 30 June   31 December

 Continuing operations                                         2022         2021         2021

                                                               Unaudited    Unaudited    Audited
 Cash flows from operating activities                          £m           £m           £m
 Profit for the period                                         10.6         11.2         24.9
 Adjustments for:
 Depreciation                                                  3.3          3.6          6.8
 Amortisation                                                  4.6          3.2          6.5
 Gain on disposal of property, plant and equipment             -            -            (0.2)
 Impairment                                                    -            0.4          0.4
 Net finance costs                                             9.1          2.3          5.6
 Taxation recognised in profit or loss                         4.4          4.8          7.7
 Share-based payments charge                                   1.4          4.7          9.2
 (Increase)/decrease in trade and other receivables            (2.0)        5.3          (3.2)
 Increase in trade and other payables                          22.9         4.8          2.2
 Revaluation of short- and long-term derivatives               2.1          0.7          0.9
 Movement in provisions                                        (0.3)        (0.2)        (0.3)
 Cash generated from continuing operations                     56.1         40.8         60.5
 Interest paid                                                 (4.4)        (1.3)        (3.4)
 Income taxes paid                                             (4.8)        (3.8)        (5.1)
 Total cash flows from operating activities                    46.9         35.7         52.0
 Cash flows from investing activities
 Acquisitions, net of cash acquired                            (20.1)       (1.1)        (97.7)
 Cash received from repayment of loans                         0.9          0.9          0.9
 Proceeds from disposal of property, plant and equipment       -            -            0.6
 Purchase of property, plant and equipment                     (0.6)        (0.4)        (0.8)
 Purchase of intangible assets                                 (0.6)        (0.6)        (0.5)
 Total cash flows used in investing activities                 (20.4)       (1.2)        (97.5)
 Cash flows from financing activities
 Repayment of borrowings                                       (2.5)        (2.5)        (5.0)
 Proceeds from borrowings                                      31.0         -            129.0
 Loan refinancing fee                                          (0.7)        -            (0.4)
 Acquisition of own shares                                     (17.7)       (6.1)        (46.5)
 Principal elements of lease payments                          (2.9)        (3.1)        (5.8)
 Dividend paid                                                 (14.8)       (13.4)       (20.4)
 Total cash flows used in financing activities                 (7.6)        (25.1)       50.9
 Net increase in cash and cash equivalents                     18.9         9.4          5.4
 Cash and cash equivalents at beginning of period              22.6         17.7         17.7
 Effects of currency translation on cash and cash equivalents  -            (0.6)        (0.5)
 Cash and cash equivalents at end of period                    41.5         26.5         22.6

 

The accompanying notes form an integral part of this financial report.

 

 

 

 

Notes to the Interim Financial Statements

 

1.      General information

 

Nature of operations

The principal activity of GlobalData Plc and its subsidiaries (together 'the
Group') is to provide leading data, insights, and analytics via its One
Platform for the world's largest industries. Our mission is to help our
clients decode the future, make better decisions, and reach more customers.

 

GlobalData Plc ('the Company') is a company incorporated in the United Kingdom
and listed on the Alternative Investment Market (AIM). The registered office
of the Company is John Carpenter House, John Carpenter Street, London, EC4Y
0AN. The registered number of the Company is 03925319.

 

Basis of preparation

These interim financial statements are for the six months ended 30 June
2022.  They have been prepared in accordance with IAS 34, Interim Financial
Reporting as adopted in the United Kingdom.  They do not include all of the
information required for full annual financial statements, and should be read
in conjunction with GlobalData Plc's audited financial statements for the year
ended 31 December 2021.

 

The financial information for the year ended 31 December 2021 set out in this
interim report does not constitute statutory accounts as defined in Section
434 of the Companies Act 2006. The Group's statutory financial statements for
the year ended 31 December 2021 have been filed with the Registrar of
Companies and can be found on the Group's website www.globaldata.com.  The
auditor's report on those financial statements was unqualified and did not
contain statements under Section 498(2) or Section 498(3) of the Companies Act
2006.

 

These interim financial statements have been prepared under the historical
cost convention as modified by the revaluation of derivative financial
instruments.

 

The interim financial statements are presented in Pounds Sterling (£), which
is also the functional currency of the Company. These interim financial
statements have been approved for issue by the Board of Directors.

 

Critical accounting estimates and judgements

When preparing the Interim Financial Statements, the Group makes a number of
estimates, judgements and assumptions regarding the future. Estimates,
judgements and assumptions are frequently 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 judgements, estimates and assumptions applied in the Interim Financial
Statements, including the key sources of estimation uncertainty, were the same
as those applied in the Group's last annual financial statements for the year
ended 31 December 2021.

 

Principal and emerging risks and uncertainties

The Directors consider that the principal and emerging risks and uncertainties
facing the Group are consistent with those reported within the Strategic
Report of the annual financial statements for the year ended 31 December 2021.
The key risks identified were as follows:

·      Business and strategic risks: Product; People and Succession;
Competition and Clients; Economic and Global Political Changes; Acquisition
and Disposal Risk

·      Operational risks: Financial; Loss, Misuse or Theft of
Proprietary, Employee or Customer Data; IT, Cyber and Systems Failure;
Regulatory Compliance

 

Going concern

The Group has closing cash of £41.5m as at 30 June 2022 (30 June 2021:
£26.5m) and net debt of £190.5m (30 June 2021: £47.1m), being cash and cash
equivalents less short- and long-term borrowings, excluding lease liabilities.
The Group has outstanding loans of £232.0m which are syndicated with The
Royal Bank of Scotland, HSBC, Bank of Ireland and Silicon Valley Bank. The
Group has fully utilised its RCF facility as at 30 June 2022. The Group's
current banking facilities are in place until April 2024 following completion
of a one-year extension to the facilities during June 2022. The Group has
generated £56.1m in cash from operations during the period ended 30 June 2022
(30 June 2021: £40.8m). The Group has indicative bank commitment to refinance
our existing facilities, which, as well as repaying existing indebtedness,
will give the Group a further £180m of capacity to execute on its strategic
M&A activity. We expect the financing agreement to complete in August
2022.

 

The Directors have a reasonable expectation that there are no material
uncertainties that cast significant doubt about the Group's ability to
continue in operation and meet its liabilities as they fall due for the
foreseeable future, being a period of at least 12 months from the date of
announcement of the interim financial statements. The Group has ample headroom
in relation to the financial covenants in place and no breach is forecast. The
Directors have modelled a number of worst-case scenarios to consider their
potential impact on the Group's results, cash flow and loan covenant forecast.
Key assumptions built into the scenarios focus on inflationary pressures and
events revenue growth. In addition to performing scenario planning, the
Directors have also conducted stress testing of the Business's forecasts and,
taking into account reasonable downside sensitivities (acknowledging that such
risks and uncertainties exist), the Directors are satisfied that the business
is expected to operate within its facilities. There remains headroom on the
covenants under each scenario.

 

The Directors therefore consider the strong balance sheet, with good cash
reserves and working capital along with group financing arrangements, provide
ample liquidity. Accordingly, the Directors have prepared the interim
financial statements on a going concern basis.

 

 

2.      Accounting policies

 

This interim report has been prepared based on the accounting policies
detailed in the Group's financial statements for the year ended 31 December
2021, which have been applied consistently. The annual financial statements of
the Group are prepared in accordance with IFRSs as adopted by the United
Kingdom.

 

Presentation of non-statutory alternative performance measures

The Directors believe that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted
profit before tax, Adjusted profit after tax, Invoiced Forward Revenue, Free
cash flow, Free cash flow conversion and Adjusted earnings per share provide
additional useful information on the core operational performance of the Group
to shareholders, and we review the results of the Group using these measures
internally. The term 'adjusted' is not a defined term under IFRS and may not
therefore be comparable with similarly titled profit measures reported by
other companies. It is not intended to be a substitute for, or superior to,
IFRS measures of profit.

 

Adjustments are made in respect of:

 Share-based payments                                       Share-based payment expenses are excluded from Adjusted EBITDA as they are a
                                                            non-cash charge, the awards are equity-settled and the Directors believe they
                                                            result in a level of charge that would distort the user's view of the core
                                                            trading performance of the Group.
 Restructuring, M&A and refinancing costs                   The Group considers these items of expense as exceptional and excludes them
                                                            from Adjusted EBITDA where the nature of the item, or its size, is not related
                                                            to the core underlying trading of the Group. This is to assist the user of the
                                                            financial statements to better understand the results of the core operations
                                                            of the Group and allow comparability of underlying results.
 Amortisation and impairment of acquired intangible assets  The amortisation charge for those intangible assets recognised on business
                                                            combinations is excluded from Adjusted EBITDA since they are non-cash charges
                                                            arising from historical investment activities. Any impairment charges
                                                            recognised in relation to these intangible assets are also excluded from
                                                            Adjusted EBITDA. This is a common adjustment made by acquisitive information
                                                            service businesses and therefore consistent with peers.
 Revaluation of short- and long-term derivatives            Gains and losses are recognised within Adjusted EBITDA when they are realised
                                                            in cash terms and therefore we exclude non-cash movements arising from
                                                            fluctuations in exchange rates as these may not reflect the underlying
                                                            performance of the Group, which better aligns Adjusted EBITDA with the cash
                                                            performance of the business.
 Unrealised operating foreign exchange gain/ loss

 

 

3.      Taxation

 

Income tax on the profit or loss for the period comprises current and deferred
tax.

 

Current tax is the expected tax payable on the taxable income for the period,
using rates substantively enacted at the reporting date, and any quantifiable
adjustments to the tax payable in respect of previous years.

 

Deferred taxation is provided in full on temporary differences between the
carrying amount of the assets and liabilities in the financial statements and
the tax base. Deferred tax assets are recognised only to the extent that it is
probable that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax is determined using the tax
rates that have been enacted or substantively enacted by the reporting date,
and are expected to apply when the deferred tax liability is settled or the
deferred tax asset is realised.

 

Tax is recognised in the income statement for interim reporting purposes using
the tax rate that would be applicable to expected total annual earnings, being
the estimated average annual effective income tax rate applied to the pre-tax
income of the interim period. To the extent practicable, a separate estimated
average annual effective income tax rate is determined for each tax
jurisdiction and applied individually to the interim period pre-tax income of
each jurisdiction. Similarly, if different income tax rates apply to different
categories of income (such as capital gains), to the extent practicable, a
separate rate is applied to each individual category of interim period pre-tax
income.

 

 

4.      Segment analysis

 

The principal activity of GlobalData Plc and its subsidiaries (together 'the
Group') is to provide business information in the form of high-quality
proprietary data, analytics and insights to clients in multiple sectors.

 

IFRS8 "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 Chief Executive
Officer (CEO) as its chief operating decision maker.

 

The Group maintains a centralised operating model and single product platform
(One Platform), which is underpinned by a common taxonomy, shared development
resource, and new data science technologies. The fundamental principle of the
GlobalData business model is to provide our clients subscription access to our
proprietary data, analytics, and insights platform, with the offering of
ancillary services such as consulting, single copy reports and events. The
vast majority of data sold by the Group is produced by a central research team
which produces data for the Group as a whole. The team reports to one central
individual, the Managing Director of the India operation, who reports to the
CEO. 'Data, Analytics and Insights' is therefore considered to be the
operating segment of the Group.

 

The Group profit or loss is reported to the CEO on a monthly basis and
consists of earnings before interest, tax, depreciation, amortisation, central
overheads and other adjusting items. The CEO also monitors revenue within the
operating segment.

 

The Group considers the use of a single operating segment to be appropriate
due to:

·      The CEO reviewing profit or loss at the Group level;

·      Utilising a centralised operating model; and

·      Being an integrated solutions-based business, rather than a
portfolio business.

 

A reconciliation of Adjusted EBITDA to profit before tax from continuing
operations is set out below:

 

                                                                      6 months     6 months     Year to

                                                                      to 30 June   to 30 June   31 December

                                                                      2022         2021         2021

                                                                      Unaudited    Unaudited    Audited

                                                                      £m           £m           £m
 Adjusted EBITDA                                                      39.0         30.7         64.4
 Restructuring costs                                                  (0.8)        (0.9)        (1.2)
 M&A costs                                                            (1.6)        (0.2)        (2.4)
 Refinancing costs                                                    (0.2)        -            (0.2)
 Share-based payments charge                                          (1.4)        (4.7)        (9.2)
 Revaluation loss on short- and long-term derivatives                 (2.1)        (0.7)        (0.9)
 Unrealised operating foreign exchange (loss)/gain                    (0.9)        0.9          1.0
 Amortisation of acquired intangibles                                 (4.1)        (2.7)        (5.6)
 Depreciation                                                         (3.3)        (3.6)        (6.8)
 Amortisation (excluding amortisation of acquired intangible assets)  (0.5)        (0.5)        (0.9)
 Finance costs                                                        (9.1)        (2.3)        (5.6)
 Profit before tax                                                    15.0         16.0         32.6

 

The Group generates revenue from services provided over a period of time such
as recurring subscriptions and other services which are deliverable at a point
in time such as reports, events and custom research.

 

Subscription income for online services, data and analytics (typically 12
months) is normally received at the beginning of the services and is therefore
recognised as a contract liability, "deferred revenue", in the statement of
financial position. Revenue is recognised evenly over the period of the
contractual term as the performance obligations are satisfied evenly over the
term of subscription.

 

The revenue on services delivered at a point in time is recognised when our
contractual obligation is satisfied, such as delivery of a static report or
delivery of an event. The obligation on these types of contracts is a discrete
obligation, which once met satisfies the Group performance obligation under
the terms of the contract.

 

Any invoiced contracted amounts which are still subject to performance
obligations and where the payment has been received or is contractually due
are recognised within deferred revenue at the statement of financial position
date. Typically, the Group receives settlement of cash at the start of each
contract and standard terms are zero days. Similarly, if the Group satisfies a
performance obligation before it receives the consideration or is
contractually due the Group recognises a contract asset within accrued income
in the statement of financial position.

 

 

                                     Revenue recognised in the Consolidated Income Statement                    Deferred Revenue recognised within the Consolidated Statement of

                                                                                                                Financial Position
                                     Period ended 30 June 2022  Period ended 30 June 2021  Year ended           As at 30 June 2022      As at 30 June 2021      As at 31 December 2021

                                                                                           31 December

                                                                                           2021
                                     £m                         £m                         £m                   £m                      £m                      £m
 Services transferred:
    Over a period of time            92.4                       76.6                       156.9                100.3                   75.4                    73.1
    Immediately on delivery          19.5                       14.5                       32.4                 10.6                    6.6                     8.3
 Total                               111.9                      91.1                       189.3                110.9                   82.0                    81.4

 

As subscriptions are typically for periods of 12 months the majority of
deferred revenue held at the balance sheet date will be recognised in the
income statement in the following 12 months. As at 30 June 2022, £0.6m (30
June 2021: £0.5m) of the deferred revenue balance will be recognised beyond
the next 12 months.

 

In instances where the Group enters into transactions involving a range of the
Group's services, for example a subscription and custom research, the total
transaction price for a contract is allocated amongst the various performance
obligations based on their relative stand-alone selling prices.

 

Geographical analysis

 

Our primary geographical markets are serviced by our global sales teams which
are organised as Europe, US and Asia Pacific by virtue of the team location.
The below disaggregated revenue is derived from the geographical location of
our customers rather than the team structure the Group is organised by.

 

From continuing operations

 

 6 months to 30 June 2022         UK    Europe  Americas  Asia Pacific  MENA(1)  Rest of World  Total

                                  £m    £m      £m        £m            £m       £m                  £m
 Revenue from external customers  18.2  29.8    36.6      13.9          8.9      4.5                 111.9

 

 6 months to 30 June 2021         UK    Europe  Americas  Asia Pacific  MENA(1)  Rest of World  Total

                                  £m    £m      £m        £m            £m       £m             £m
 Revenue from external customers  15.0  25.5    29.0      11.6          7.2      2.8            91.1

 

 Year ended 31 December 2021      UK    Europe  Americas  Asia Pacific  MENA(1)  Rest of World  Total
                                  £m    £m      £m        £m            £m       £m             £m
 Revenue from external customers  27.8  51.8    67.8      21.0          13.9     7.0            189.3

1.     Middle East & North Africa

 

 

5.      Operating profit

 

Operating profit is stated after the following expenses relating to continuing
operations:

 

                              6 months to    6 months to    Year to 31

                              30 June 2022   30 June 2021   December 2021

                              Unaudited      Unaudited      Audited
                              £m             £m             £m
 Cost of sales                59.9           50.1           101.8
 Administrative costs         27.9           22.4           49.0
                              87.8           72.5           150.8
 Losses on trade receivables  0.1            0.9            1.2
 Total operating expenses     87.9           73.4           152.0

 

 

6.      Adjusting items

                                                       6 months to    6 months to    Year to 31

                                                       30 June 2022   30 June 2021   December 2021

                                                       Unaudited      Unaudited      Audited
                                                       £m             £m             £m
 Restructuring costs                                   0.8            0.9            1.2
 M&A costs                                             1.6            0.2            2.4
 Refinancing costs                                     0.2            -              0.2
 Share-based payments charge                           1.4            4.7            9.2
 Revaluation loss on short- and long-term derivatives  2.1            0.7            0.9
 Unrealised operating foreign exchange loss/(gain)     0.9            (0.9)          (1.0)
 Amortisation of acquired intangibles                  4.1            2.7            5.6
 Total adjusting items                                 11.1           8.3            18.5

 

The adjustments made are as follows:

 

·              Restructuring relates to redundancy payments and
professional fees incurred in relation to group reorganisation projects.

·              The M&A costs consist of professional fees
incurred in performing completion activities in relation to acquisitions made
during the period. Acquisitions are detailed in note 14.

·              Refinancing costs consist of legal fees incurred
in relation to amendments made to the facilities agreement during the year.

·              The share-based payments charge is in relation to
the share-based compensation plans 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 in the income statement.
The total amount to be expensed is determined by reference to the fair value
of the options granted (fair value at the date of grant determined using the
Black-Scholes model for scheme 1 and the Monte Carlo method for schemes 2 and
4), 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). The charge for scheme 1
ended on 31 December 2021 and as such no charge has been recognised in the
period ended 30 June 2022.

·              The revaluation of short- and long-term
derivatives relates to movement in the fair value of the short- and long-term
derivatives detailed in note 10.

·              Unrealised operating foreign exchange loss/(gain)
relates to non-cash exchange losses/(gains) made on operating items.

 

 

7.      Net finance costs

                      6 months to    6 months to    Year to 31

                      30 June 2022   30 June 2021   December 2021

                      Unaudited      Unaudited      Audited
                      £m             £m             £m
 Loan interest cost   8.4            1.5            4.0
 Lease interest cost  0.7            0.8            1.5
 Other interest cost  -              -              0.1
                      9.1            2.3            5.6

 

Loan interest cost within the period ended 30 June 2022 includes a non-cash
charge of £4.0m relating to fair value adjustments on external borrowings (30
June 2021: £0.3m).

 

 

8.      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 period. The Group also
has a share options scheme in place and therefore the Group has calculated the
dilutive effect of these options.

                                                                                6 months to    6 months to    Year to 31

                                                                                30 June 2022   30 June 2021   December 2021

                                                                                Unaudited      Unaudited      Audited

 Earnings per share attributable to equity holders from continuing operations:
 Basic
 Profit for the period attributable to ordinary shareholders of the parent      10.6           11.2           24.9
 company (£m)
 Weighted average number of shares (no' m)                                      112.2          116.0          113.5
 Basic earnings per share (pence)                                               9.4            9.7            21.9
 Diluted
 Profit for the period attributable to ordinary shareholders of the parent      10.6           11.2           24.9
 company (£m)
 Weighted average number of shares (no' m)                                      123.1          125.2          123.0
 Diluted earnings per share (pence)                                             8.6            8.9            20.2

 

Reconciliation of basic weighted average number of shares to the diluted
weighted average number of shares:

                                                                          6 months to    6 months to    Year to 31

                                                                          30 June 2022   30 June 2021   December 2021

                                                                          Unaudited      Unaudited      Audited

                                                                          No' m          No' m          No' m

 Basic weighted average number of shares, net of shares held in Treasury  112.2          116.0          113.5
 reserve
 Share options in issue at end of period, net of shares not paid up       10.9           9.2            9.5
 Diluted weighted average number of shares                                123.1          125.2          123.0

 

 

9.      Intangible assets

 

                                   Software  Customer relationships  Brands  IP rights and Database  Goodwill  Total
                                   £m        £m                      £m      £m                      £m        £m
 Cost
 As at 31 December 2021            12.8      55.8                    16.2    75.5                    302.7     463.0
 Additions: Business combinations  0.8       5.5                     9.4     0.4                     9.9       26.0
 Additions: Separately acquired    0.6       -                       -       -                       -         0.6
 Foreign currency retranslation    0.1       -                       -       -                       -         0.1
 As at 30 June 2022                14.3      61.3                    25.6    75.9                    312.6     489.7

 Amortisation
 As at 31 December 2021            (11.0)    (32.6)                  (11.3)  (49.5)                  (10.9)    (115.3)
 Additions: Business combinations  (0.7)     -                       -       -                       -         (0.7)
 Charge for the period             (0.4)     (2.5)                   (0.4)   (1.3)                   -         (4.6)
 Foreign currency retranslation    (0.1)     -                       -       (0.1)                   -         (0.2)
 As at 30 June 2022                (12.2)    (35.1)                  (11.7)  (50.9)                  (10.9)    (120.8)

 Net book value
 As at 30 June 2022                2.1       26.2                    13.9    25.0                    301.7     368.9
 As at 31 December 2021            1.8       23.2                    4.9     26.0                    291.8     347.7

 

 

10.    Derivative assets and liabilities

                                    30 June 2022   30 June 2021   31 December 2021

                                    Unaudited      Unaudited      Audited

                                    £m             £m             £m
 Short-term derivative assets       -              0.6            0.6
 Short-term derivative liabilities  (1.9)          (0.2)          (0.3)
 Long-term derivative liabilities   -              -              (0.1)
 Net derivative (liability)/asset   (1.9)          0.4            0.2

 

The Group uses derivative financial instruments in the form of currency
forward contracts to reduce its exposure to fluctuations in foreign currency
exchange rates.

 

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 period was an expense of £2.1m to the income statement
(30 June 2021: expense of £0.7m).

 

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 30 June 2022, the only financial instruments measured at fair value were
derivative financial assets/ liabilities and these are classified as Level 2.

 

 Type of Financial Instrument at Level 2  Measurement technique  Main assumptions                                                                Main inputs used
 Derivative assets and liabilities        Present-value method   Determining the present value of financial instruments as the current value of  Observable market exchange rates
                                                                 future cash flows, taking into account current market exchange rates

 

 

11.    Borrowings and Lease Liabilities

                               30 June 2022   30 June 2021   31 December 2021

                               Unaudited      Unaudited      Audited

                               £m             £m             £m
 Short-term lease liabilities  4.4            4.0            4.1
 Short-term borrowings         5.0            5.0            5.0
 Current liabilities           9.4            9.0            9.1

 

                              30 June 2022   30 June 2021   31 December 2021

                              Unaudited      Unaudited      Audited

                              £m             £m             £m
 Long-term lease liabilities  27.4           30.0           29.3
 Long-term borrowings         227.0          68.6           195.2
 Non-current liabilities      254.4          98.6           224.5

 

Term loan and RCF

In May 2020, the Group announced that it had agreed to increase its current
banking facilities with NatWest Group, HSBC and Bank of Ireland, extending the
current maturity to April 2023 (previously April 2022). The arrangements
increased the total committed facility to £145.5m (previously £100m), plus a
further uncommitted accordion facility of £75m. The committed facility
comprised a term loan of £50m and a revolving credit facility (RCF) of
£95.5m.

 

In September 2021, the Group amended and restated its facilities agreement in
order to convert its uncommitted accordion facility of £75m into a committed
incremental RCF. Silicon Valley Bank became an additional lender as part of
the syndicate. No other changes to the repayment terms agreed in May 2020 were
made.

 

In December 2021, the Group made a further amendment and restatement to its
facilities agreement, increasing the RCF to £115.5m (previously £95.5m) to
support future M&A activities. No other changes to the repayment terms
agreed in May 2020 were made.

 

In June 2022, the Group made a further amendment and restatement to its
facilities agreement to extend the maturity for 12 months from April 2023 to
April 2024. In accordance with IFRS9, Management has performed a comparison of
the fair value of the new debt with the old debt to determine whether there
has been a substantial modification requiring de-recognition. The assessment
concluded that there has not been a substantial modification.

 

The term loan is repayable in quarterly instalments, with total repayments due
in the next 12 months of £5.0m. The outstanding term loan balance as at 30
June 2022 is £38.8m, with a fair value in accordance with IFRS9 of £38.8m.
As at 30 June 2022, the Group had drawn down £115.5m of the RCF and £75.0m
of the incremental RCF (former accordion facility), with a total fair value in
accordance with IFRS9 of £193.2m. Interest is currently charged on the term
loan, drawn down RCF and incremental RCF (former accordion facility) at a rate
of 3.25% over the Sterling Overnight Interbank Average Rate (SONIA). Loan
interest cost within the period ended 30 June 2022 includes a non-cash charge
of £4.0m relating to fair value adjustments on external borrowings (30 June
2021: £0.3m).

 

Lease payments not recognised as a liability

The Group has elected not to recognise a lease liability for short term leases
(leases with an expected term of 12 months or less) or for leases of low value
assets. Payments made under such leases are expensed on a straight-line basis.
In addition, certain variable lease payments are not permitted to be
recognised as lease liabilities and are expensed as incurred. The expense
relating to payments not included in the measurement of a lease liability is
£nil for the period ended 30 June 2022 (30 June 2021: £nil).

 

The changes in the Group's borrowings can be classified as follows:

                                                Short-term   Long-term                  Long-term     Total

                                                borrowings   borrowings   Short-term    lease

                                                                          lease         liabilities

                                                                          liabilities
                                                £m           £m           £m            £m            £m
 As at 1 January 2022                           5.0          195.2        4.1           29.3          233.6
 Cash-flows:
 -       Repayment                              (2.5)        -            (2.9)         -             (5.4)
 -       Proceeds                               -            31.0         -             -             31.0
 Non-cash:
 -       Capitalisation of loan fees            -            (0.7)        -             -             (0.7)
 -       Fair value adjustments                 -            4.0          -             -             4.0
 -       Lease additions                        -            -            0.3           -             0.3
 -       Lease liabilities                      -            -            0.6           0.4           1.0
 -       Reclassification                       2.5          (2.5)        2.3           (2.3)         -
 As at 30 June 2022                             5.0          227.0        4.4           27.4          263.8

 

 

12.    Equity

 

Share capital

 

 Allotted, called up and fully paid:

                                             30 June 2022      30 June 2021      31 December 2021

                                             Unaudited         Unaudited         Audited
                                             No'000s  £000s    No'000s  £000s    No'000s    £000s
 Ordinary shares (1/14(th) pence)            118,303  84       118,303  84       118,303    84
 Deferred shares of £1.00 each               100      100      100      100      100        100
  Total allotted, called up and fully paid   118,403  184      118,403  184      118,403    184

 

Share Purchases

During the period the Group's Employee Benefit Trust purchased an aggregate
amount of 1.3m shares at a total market value of £17.7m. The purchased shares
will be held for the purpose of satisfying the exercise of share options under
the Company's Employee Share Option Plan.

 

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 principles of the UK Corporate
Governance Code, 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.

 

Dividends

The final dividend for 2021 was 13.2 pence per ordinary share and was paid in
April 2022. The Board has announced an interim dividend of 7.7 pence per
ordinary share. The interim dividend will be paid on 7 October 2022 to
shareholders on the register at the close of business on 9 September 2022. The
ex-dividend date will be on 8 September 2022.

 

Treasury reserve

The treasury reserve represents the cost of shares held 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.

 

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.

 

Share-based payments

Scheme 1

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, needed
to exceed certain targets. Whilst the final financial target for the colleague
share option scheme (scheme 1) was met with the 2021 results, the Remuneration
Committee have not yet approved the vesting of the scheme because of the
volatility of public markets, however we intend to conclude this in the second
half. Once approved, the employees within this scheme will have the
opportunity to vest their options (total of 6.5 million shares). Scheme 1 will
then be closed.

 

Scheme 2

In October 2019 the Group created and announced a new share option scheme and
granted the first options under the scheme on 31 October 2019 to certain
senior employees. Each option granted converts to one ordinary share on
exercise. A participant may exercise their options subject to employment
conditions and performance targets being met. For these options to be
exercised the Group's Total Shareholder Return must exceed an annual rate of
16% over the vesting period.

 

Scheme 4

In October 2021 the Group created the 2021 share option scheme (scheme 4).
Scheme 4 is targeted at management and senior colleagues below the Executive
Management Committee level. We have aligned the targets of Scheme 4 to those
of Scheme 2, to ensure consistency across schemes. Performance conditions will
be based on achievement of TSR targets over a 5-year period, with a phased
performance period - with partial vesting in years 3, 4 and 5. During the six
months to 30 June 2022, a total of 1.8 million options were awarded within
this scheme.

 

The total charge recognised for these schemes during the six months to 30 June
2022 was £1.4m (30 June 2021: £4.7m). The awards of the schemes are settled
with ordinary shares of the Company.

 

 

13.    Related party transactions

 

Mike Danson, GlobalData's Chief Executive Officer, owned 63.1% of the
Company's ordinary shares as at 30 June 2022, therefore is the ultimate
controlling party. Mike Danson owns a number of businesses that interact with
GlobalData Plc, largely in part as a result of past M&A transactions
(GlobalData Holdings in 2016 and Research Views Limited in 2018).

 

It is the intention of the Board and management to reduce and eventually
eliminate the number of related party transactions and wind down the service
agreements that are currently in place. We expect this to conclude in 2023.
The Related Party Transactions Committee, consisting of four Non-Executive
directors, oversees related party transactions and reviews to ensure that the
transactions are in the best interest of GlobalData and its stakeholders, and
that the transactions are recorded and disclosed on an arms-length basis.

 

Accommodation

GlobalData Plc sub-leases office space to other companies owned by Mike
Danson. The total sub-lease income for the six months ended 30 June 2022 was
£0.1m (30 June 2021: £0.2m).

 

Loan to Progressive Trade Media Limited

The final instalment of £0.9m which was outstanding in relation to the
initial £4.5m loan issued was repaid in full on 31 January 2022. This loan
agreement is now fully settled and satisfied.

 

Revenue contract containing IP sharing clause

The ongoing data services agreement with NS Media Group Limited ("NSMGL"), a
related party by virtue of common ownership, completed its second year of the
5-year service contract signed in June 2020. The agreed suite of data services
provided to NSMGL have been contracted on terms equivalent to those that
prevail in arm's length transactions. In the six months ending 30 June 2022,
the total revenue generated from this contract was £0.5m and the net
contribution generated was £0.4m. Each year's fixed fees are invoiced
quarterly in advance.

 

Balances Outstanding

As at 30 June 2022, the total balance receivable from NSMGL was £nil. There
is no specific credit loss provision in place in relation to this receivable
and the total expense recognised during the period in respect of bad or
doubtful debts was £nil.

 

The Group has taken advantage of the exemptions contained within IAS24:
Related Party Disclosures from the requirement to disclose transactions
between Group companies as these have been eliminated on consolidation. There
were no balances owing to or from related parties.

 

Directors and Key Management Personnel

The remuneration of Directors is disclosed within the Directors' Remuneration
Report within the Annual Report and Accounts for the year ended 31 December
2021.

 

During the year ended 31 December 2021, our Chief Financial Officer, Graham
Lilley received a pay increase from £200,000 to £250,000 which the
Remuneration Committee felt reflected both a fair salary based upon similar
sized company benchmarks and additional responsibility in relation to risk
management of the Group.

 

 

14.    Acquisitions

 

Cash Cost of Acquisitions

 

The cash cost of acquisitions comprises:

                                                     Period to 30 June 2022
                                                     £m
 Acquisition of MBI:
         Cash consideration                          22.9
         Cash acquired                               (3.5)
 Acquisition of LMC: Working Capital Adjustment      0.7
                                                     20.1

 

Media Business Insight Holdings Limited

On 9 June 2022, the Group acquired 100% of the share capital of Media Business
Insight Holdings Limited ("MBI"), for cash consideration of £22.9m. MBI and
its subsidiaries had a bank balance of £3.5m on the acquisition balance
sheet, therefore the net cash cost of the acquisition to the Group was
£19.4m. The companies within this group specialise in leading content,
insight and events for the creative media industry.

 

The amounts recognised for each class of assets and liabilities at the
acquisition date were as follows:

                                                                                   Fair Value

                                         Carrying Value   Fair Value Adjustments
                                         £m               £m                       £m
 Intangible assets consisting of:
 Trade names                             -                9.4                      9.4
 Customer relationships                  -                5.5                      5.5
 Database                                -                0.4                      0.4
 Net assets acquired consisting of:
 Property, plant and equipment           0.1              -                        0.1
 Intangible assets                       0.9              (0.8)                    0.1
 Cash and cash equivalents               3.5              -                        3.5
 Trade and other receivables             2.8              (0.1)                    2.7
 Trade and other payables                (4.1)            0.6                      (3.5)
 Corporation tax                         -                (0.5)                    (0.5)
 Deferred tax                            -                (4.0)                    (4.0)
 Fair value of net assets acquired       3.2              10.5                     13.7

 

 

The goodwill recognised in relation to the acquisition is as follows:

 Fair Value
 £m
 Consideration                         22.9
 Less net assets acquired              (13.7)
 Goodwill                              9.2

 

In line with the provision of IFRS3, 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. The goodwill that arose on the combination can be attributed to the
assembled workforce, know-how and research methodology. The fair values of the
identified intangible assets were calculated in line with the policies
detailed within the Group's Annual Report and Accounts for the year ended 31
December 2021.

 

In the period ended 30 June 2022, the Group incurred legal and professional
expenses of £0.8m in relation to the acquisition. In the period from the date
of acquisition to 30 June 2022, the trade of MBI generated revenues of £0.5m
and EBITDA loss of £0.1m.

 

The amount of goodwill which is expected to be deductible for tax purposes is
£nil.

 

TS Lombard

We have entered into an agreement to purchase TS Lombard, an economic research
firm. The company provides economic and political research, with a particular
strength in emerging markets and the acquisition will give the Group further
access to the asset management sales channel, to sell its full product suite
to. The transaction has received regulatory approval and is expected to
complete during Q3 2022, and the HY 2022 results do not include any
transactions in relation to this proposed acquisition.

 

 

15.    Contingent liabilities

 

As at 31 December 2021, a subsidiary of GlobalData Plc had ongoing claims with
former employees. The potential obligation was categorised as a contingent
liability as at 31 December 2021 and as such a liability was not recognised in
the financial statements of the Group at that time. During the first half of
2022, these disputes were settled, with a total cost to the group of £0.1m.

 

 

 

 

Advisers

 

Company Secretary

Graham Lilley

 

Head Office and Registered Office

John Carpenter House

John Carpenter Street

London

EC4Y 0AN

Tel: + 44 (0) 20 7936 6400

 

Nominated Adviser and Joint Broker

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

London

E14 5JP

 

Joint Broker

Panmure Gordon

One New Change

London

EC4M 9AF

 

Joint Broker

Numis Securities

45 Gresham Street

London

EC2V 7BF

 

Financial PR LLP

FTI Consulting

200 Aldersgate

Aldersgate Street

London

EC1A 4HD

 

Lawyers

Reed Smith

20 Primrose Street

London

EC2A 2RS

 

Auditor

Deloitte LLP

2 New St Square

London

EC4A 3BZ

 

Registrars

Link Group

10th Floor, Central Square

29 Wellington Street

Leeds

LS1 4DL

 

Bankers

NatWest Group

280 Bishopsgate

London

EC2M 4RB

 

Bankers

HSBC UK Bank Plc

1 Centenary Square

Birmingham

B1 1HQ

 

Registered number

Company No. 03925319

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