REG - Informa PLC - 2022 Full-Year Results
09/03/2023 07:00
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RNS Number : 3686S Informa PLC 09 March 2023
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Informa PLC 2022 Full-Year Results
09 March 2023
Informa delivers strong operating performance, increasing shareholder returns,
future growth and expansion
Informa (LSE: INF.L), the international Academic Markets, B2B Markets and
Digital Services Group today published its full year results for 2022,
confirming strong performances in all businesses, continuing operating
momentum into 2023 and further progress on the Growth Acceleration Plan 2
("GAP 2").
Stephen A. Carter, Group Chief Executive, Informa PLC, said:
"Informa is firmly back in growth. Growth in revenues, growth in profits,
growth in cash flow and, importantly, growth in shareholder returns."
He added: "Following a strong operating performance in 2022, combined with
c.£2.5bn of value from divestments, we are seeking to deliver further growth
and expansion in 2023. This includes strong underlying growth in all
businesses, continuing digital acceleration, increased dividends and share
buybacks, and further expansion, including today's addition of Tarsus."
Strong Operating Performance
2022 Full Year Results confirm strong growth and positive outlook for 2023
· Strong delivery in 2022: Revenue (£2,389.3m), Adjusted Operating
Profit(1) (£535.0m) and Free Cash Flow(1) (£466.4m) from continuing and
discontinued businesses all ahead of Company guidance;
· Accelerating Underlying Growth(1,)(2): Underlying revenue growth of
31.4% and underlying adjusted operating profit growth of 47.0% in 2022,
reflecting improving growth in Academic Markets, strong growth in Live and
On-Demand B2B Events and continued progress in B2B Digital Services;
· Increased Operating Margin(1,)(2): A 2% increase (210bpts) in
adjusted operating margin in 2022 to 21.9%, driven by strong underlying
revenue growth, operating leverage and four months contribution from Industry
Dive; Further 2.5%+ (250bpts+) increase expected in 2023;
· Growing Earnings per Share(1,)(2): Adjusted diluted earnings per
share +89% to 24.4p in 2022 (2021: 12.9p), reflecting strong growth in
adjusted earnings and a reduced share count from share buybacks;
· Improving Statutory Performance(2): 2022 statutory revenue of
£2,262.4m (2021: £1,583.3m), operating profit of £184.1m (2021: £34.4m),
and diluted EPS of 9.4p (2021: 2.3p), reflecting strong profit growth;
Including discontinued businesses, diluted EPS up to 111.4p, reflecting
£1,740.3m profit before tax on divestment of Informa Intelligence portfolio;
· Higher Free Cash Flow(1,2): Growth in adjusted operating profit,
strong cash conversion and continuing momentum in forward event bookings and
subscriptions delivers Free Cash Flow(1) of £417.9m in 2022, +15%
year-on-year, or £466.4m including discontinued businesses;
· Further strong growth in 2023(1): Strong Q1 trading and forward
bookings, with 2023 revenue guidance confirmed at £2,750m to £2,850m and
adjusted operating profit at £675m to £725m, including six-month
contribution from Tarsus; Implies 20%+ year-on-year growth in revenue and 35%+
growth in adjusted operating profit from continuing businesses;
· China reopening: Progressive removal of COVID restrictions and
strong rebound in business activity is accelerating Live & On-Demand
Events schedule in China, with full return expected through 2024;
· ESG momentum: No.1 position in Dow Jones Sustainability Index
(Media Sector) for second consecutive year, reflecting continuing
operationalisation of FasterForward ESG programme.
(1)In this report, we refer to non-statutory measures, as defined in the
Financial Review on page 10 and Glossary on page 56. / (2)Continuing
businesses
Continuing Strategic Progress
GAP 2 delivering increased focus, accelerated growth and expanded digital
opportunities
· Increased Portfolio Focus: Decision to divest Intelligence
portfolio delivers c.£2.5bn of value (at c.28x EBITDA) and focuses the group
on two leadership businesses and expanded digital opportunities;
· Open Research expansion: Growth and diversification at Taylor &
Francis, with accelerating shift towards broader Pay-to-Read and
Pay-to-Publish services, expanding the addressable market and delivering
faster growth and higher quality revenue mix;
· Live B2B Events acceleration: Strong growth in B2B Events in
Informa Markets and Informa Connect driven by continuing return of major
brands, enhanced customer value via smart technology and data capture, and
strong growth in partnerships in the US and Saudi Arabia;
· IIRIS growth: Strong momentum in first party data, with IIRIS fully
consented audience over 15m, delivering enhanced customer knowledge, more
effective marketing and incremental revenues;
· Informa Tech scale: Creation of leading digital Tech business,
providing market insight and market access via Specialist Market Research,
Specialist Media, Audience Development, Lead Generation and Live B2B Events.
Expected revenues of $500m+ in 2023, including product launches in Specialist
Media/Audience Development (Industry Dive) and Syndicated Audience/Lead
Generation (NetLine).
Capital Allocation Discipline
Increased share buybacks, strong dividend return and earnings enhancing
expansion
· Balance sheet strength(1): Strong cash flow generation, combined
with c.£2.5bn value from divestments delivers Net Cash Before Leases of
£19.1m at year-end 2022, providing significant flexibility for further
organic investment, shareholder returns and targeted expansion;
· Strong dividend growth(1): Ordinary dividends return in 2022 at
9.8p, with ongoing commitment to pay a minimum of 40% of Adjusted Earnings
implying strong double digit dividend growth in 2023;
· £1bn Share Buyback Programme: Strong cash flow performance and
divestment returns enable further increase in share buybacks to £1bn, up from
£725m, with £589m completed to date;
· Addition of Tarsus for $940m: Highly complementary geographic,
portfolio and cultural fit, further strengthening Live & On-Demand Events
in Asia, China, the Middle East and the Americas, and deepening position in
Healthcare, Beauty & Aesthetics, Packaging, Infrastructure, Aviation,
Fashion and Sustainability; Sub-9x acquisition multiple on 2024/25 average
EBITDA (averaging to remove biennial effect), delivering high single digital
earnings accretion and post-tax return on capital.
Board Update
· Non-Executive Director Appointment: Andy Ransom, the Chief
Executive of Rentokil Initial plc, to be appointed to the Informa PLC Board at
the 2023 AGM on 15 June, bringing extensive and current international Chief
Executive experience to the Group, including a strong track record of leading
successful product innovation, digital transformation and developing a
high-performance culture. On appointment, Andy will join the Remuneration and
Nominations Committees.
Andy will succeed Helen Owers, following the completion of her nine-year term
on the Board.
(1)In this report we refer to non-statutory measures, as defined in the
Financial Review on page 10 and Glossary on page 56.
Enquiries
Stephen A. Carter, Group Chief Executive +44 (0) 20 8052 0400
Gareth Wright, Group Finance Director +44 (0) 20 8052 0400
Richard Menzies-Gow, Director of IR & Communications +44 (0) 20 8052 2787
Tim Burt / Simon Duke - Teneo +44 (0) 7583 413254 / +44 (0) 7815 779225
2022 Financial Summary
2022 2021(5) Reported Underlying(3)
£m £m % %
Continuing operations:
Revenue 2,262.4 1,583.3 42.9 31.4
Statutory operating profit 184.1 34.4
Adjusted operating profit(4) 496.3 313.2 58.5 47.0
Adjusted operating margin (%)(4) 21.9 19.8
Statutory profit before tax 168.8 78.4
Adjusted profit before tax(4) 451.0 245.4
Statutory diluted earnings per share (p) 9.4 2.3
Adjusted diluted earnings per share (p)(4) 24.4 12.9
Free cash flow(4) 417.9 362.3
Discontinued operations:
Revenue 126.9 215.4 (41.1) 5.8
Statutory operating profit 37.8 59.4
Adjusted operating profit4 38.7 75.2 (48.5) 45.4
Adjusted operating margin (%)(4) 30.5 34.9
Statutory profit before tax 1,778.1 58.7
Adjusted profit before tax(4) 38.7 75.2
Continuing and Discontinued operations:
Revenue 2,389.3 1,798.7 32.8 29.6
Statutory operating profit 221.9 93.8
Adjusted operating profit4 535.0 388.4 37.7 46.9
Adjusted operating margin (%)(4) 22.4 21.6
Statutory profit before tax 1,946.9 137.1
Adjusted profit before tax(4) 489.7 320.6
Statutory diluted earnings per share (p) 111.4 5.2
Adjusted diluted earnings per share (p)(4) 26.4 16.7
Cash flow from operating activities(4) 450.9 471.6
Free cash flow(4) 466.4 438.7
Net debt/(cash) (incl. IFRS 16)(4) 244.6 1,434.6
Full year dividend per share 9.8 n/a
2022 Divisional Highlights - Continuing Operations
2022 2021(5) Reported Underlying(3)
£m £m % %
Informa Markets
Revenue 952.1 608.5 56.5 47.0
Statutory operating loss (4.3) (89.9)
Adjusted operating profit(4) 171.5 67.4 154.5 154.3
Adjusted operating margin(4) (%) 18.0 11.1
Informa Connect
Revenue 395.9 231.9 70.7 45.9
Statutory operating loss 14.6 (16.7)
Adjusted operating profit(4) 56.2 17.3 224.9 238.2
Adjusted operating margin(4) (%) 14.2 7.5
Informa Tech
Revenue 320.8 165.9 93.4 42.6
Statutory operating loss 19.7 (19.8)
Adjusted operating profit(4) 61.5 11.2 449.1 76.4
Adjusted operating margin(4) (%) 19.2 6.8
Taylor & Francis
Revenue 593.6 545.4 8.8 3.0
Statutory operating profit 154.1 152.8
Adjusted operating profit(4) 207.1 204.1 1.5 (5.4)
Adjusted operating margin(4) (%) 34.9 37.4
( )
(3)In this document we refer to Statutory (Reported) and Underlying results.
Underlying figures are adjusted for acquisitions and disposals, the phasing of
events including biennials, the impact of changes from new accounting
standards and accounting policy changes, and the effects of currency. It
includes, on a pro-forma basis, results from acquisitions from the first day
of ownership in the comparative period and excludes results from sold
businesses from the date of disposal in the comparative period. Statutory
figures exclude such adjustments. Alternative performance measures are
detailed in the Glossary.
(4)In this document we also refer to Statutory (Reported) and Adjusted
results, as well as other non-statutory financial measures. Adjusted results
are prepared to provide an alternative measure to explain the Group's
performance. Adjusted results exclude adjusting items as set out in Note 8 to
the Financial Statements. Operating Cash Flow, Free Cash Flow, Net Debt and
other non-statutory measures are discussed in the Financial Review and the
Glossary.
(5)Re-presented for the transfer of the Curinos, IGM and Zephyr businesses
from Informa Intelligence to Informa Connect. In 2021, total divisional
revenue and adjusted operating profit includes a contribution from businesses
divested in 2021 that is not included in the table above, including Asset
Intelligence, Barbour ABI and Barbour EHS.
Trading Outlook...Strong Operating Performance
High inflation, rising interest rates and low economic growth are creating a
challenging backdrop for all companies and, at a human level, this is putting
significant pressure on the cost-of-living in many regions around the world.
Informa has low direct exposure to energy and food costs but is not immune to
the wider impacts, although our focus on specialist brands in specialist
markets provides resilience and continuing opportunities for growth in the
majority of market categories we serve. Our prime focus is on supporting
colleagues who are most affected by cost-of-living pressures through a range
of targeted initiatives.
2023 Guidance: Reported Group Revenue +20% and Adjusted Operating Profit +35%
We are targeting further strong growth in both underlying and reported revenue
and adjusted operating profit in 2023, including continuing strength in
Academic Markets and further strong growth in Informa Markets, Informa Connect
and in our increasingly diverse, multi-service Informa Tech business.
As our first quarter trading is demonstrating, our business is performing in
all regions, including strong growth in North America, the Middle East, Latin
American, ASEAN and Europe, alongside progressive reopening in China.
The combination of strong revenue growth and improving operating performance
means we are targeting a further 250+ basis points improvement in Adjusted
Operating Margins on continuing businesses in 2023. We expect this to step up
a further c.200 basis points in 2024. As we exit the GAP 2 programme into
2025, continuing revenue growth, operating leverage, the diversification of
our product portfolio and the reinvestment of our balance sheet will see
Informa return to be a c.30% margin business.
Guidance for 2023 reflects this strong growth outlook and includes six months
contribution from newly acquired Tarsus, with the transaction expected to
complete by 1 July 2023.
On this basis, 2023 Reported Group Revenue is expected to be £2,750m to
£2,850m and Group Adjusted Operating Profit £675m to £725m (GBP/USD
exchange rate of 1.25).
B2B Markets...Creation of $500m+ leader in B2B Digital Services in Informa
Tech
Informa Tech is leading Informa's first party data strategy and expansion into
adjacent B2B markets for audience-led services, including Specialist Market
Research, Specialist Media and Lead Generation.
In 2022, growth and expansion in high value B2B services delivered 93% revenue
growth at Informa Tech, including four months of Industry Dive (Specialist
Media / Audience Development) and a full year of NetLine (Syndicated Audience
/ Lead Generation). In 2023, we are targeting further strong double-digit
growth, with Informa Tech revenues expected to exceed $500m, with Live B2B
Events now accounting for around one third of the total.
One of the founding pillars of Informa Tech is its Specialist Market Research
business, Omdia, which was created through the combination of brands and
talent from Datamonitor, Ovum and the IHS Tech portfolio. Following
significant investment in product development, platform capability and
regional sales talent, it has established itself as one of the leading sources
of subscription-based tech analysis and insight, driving record annualised
contract values in 2022 and strong momentum into 2023.
At the heart of our expansion in B2B Digital Services is our B2B customer data
engine, IIRIS (First Party Data), which reports through Informa Tech and is
now embedded and collecting data from 90%+ of our B2B portfolio. It is
industrially gathering, opted-in, segmented customer data, having tracked over
1.8 billion online interactions and built a total known, engaged and
marketable audience (KEMA) of over 15m.
IIRIS data is being used to deliver revenue benefits through more targeted
marketing and service delivery, including smart events initiatives that
improve the live experience and deliver more value for participants.
Within Informa Tech, IIRIS is also directly supporting the expansion of our
increasingly diverse B2B service offering to deliver increasingly rich market
insights and market access to technology customers.
IIRIS is unique in gathering both offline and online, fully opted-in, first
party B2B data, providing a deep understanding of markets and access to highly
specified audiences which deliver high ROI for customers.
IIRIS is fuelling expansion at Industry Dive (Specialist Media / Audience
Development) supporting the launch of its most successful new Dive to date,
Manufacturing Dive, with a number of other launches scheduled in 2023.
Similarly, later in 2023 NetLine (Syndicated Audience / Lead Generation) will
launch a new Lead Generation product which will also be powered by fully
permissioned, segmented first party IIRIS data.
The increasing importance, value and future growth potential of Informa Tech
will be profiled within our Full Year Results presentation by IIRIS President,
Max Gabriel and Informa Tech CEO, Gary Nugent.
Academic Markets & Knowledge Services...Growth and diversification of
service offering
Taylor & Francis is expanding its operating focus from traditional
Pay-to-Read publishing into broader Pay-to-Publish services. This puts
researchers (i.e. knowledge makers) at the heart of the business, extending
addressable markets and creating further growth opportunities.
Underlying Revenue Growth(1) increased from 2.4% in 2021 to 3.0% in 2022, and
we expect further modest acceleration in 2023, moving towards our target for
4% growth as we exit the GAP 2 programme. The year has started strongly on
subscription renewals and related cash collections, underlining the continuing
demand for specialist, authenticated research. The US remains by far the
largest market, and we are investing in further operating capacity to target
further growth here.
In Advanced Learning, we are investing in our front list and in the quality of
digital access, as digital discovery grows. Around half of annual sales in
Advanced Learning and c.80% of total Taylor and Francis revenues are now
delivered in a digital format.
In Open Research, we secured several new read and publish contracts, including
with the Tokyo Institute of Technology and the Council of Australia University
Libraries, with several more scheduled for completion in 2023. These contracts
provide access to a combination of Pay-to-Read content and Open Research
services.
We are also targeting researchers and research funds directly through our
growing range of Open Research services, focusing on subject categories where
we have a strong presence and where funding flows are increasing and research
volumes growing.
B2B Markets...Strong demand for Live & On-Demand B2B Events
Customer feedback confirms that in an increasingly digital world, the power of
live B2B Events for building relationships and doing business is more valued
than ever. Our brands provide highly efficient access to specialist markets
and this is reflected in the pace of customer return, high levels of
engagement and strong Net Promoter Scores.
Within our transaction-driven B2B events business, Informa Markets, 2023 is
the first normal calendar schedule and full twelve-month sales cycle
(ex-China) since 2019 and this is reflected in the strength of forward
bookings, with Q1 and Q2 forecasts largely secure and strong visibility
through the second half.
Highlights to date include strong performances in Healthcare (Arab Health,
Medlab), Infrastructure & Real Estate (World of Concrete, TISE West) and
Health & Nutrition (Natural Products Expo West).
Within Greater China, which typically accounts for c.20%+ of Informa Markets
revenue, rapid progress in the government reopening programme means Live
Events now look possible in 2023, with a full return in participation expected
through 2024.
At Informa Connect, which delivers content-led events, specialist digital
content and training, momentum in sponsorship and delegate revenue remains
strong, with forward pacing and commitments supporting further strong growth
in 2023. Highlights to date include strong performances in Life Sciences
(BioTech Showcase) and FinTech (Private Placements Industry Forum).
Across Informa Markets, Informa Connect, Informa Tech, in 2022 we delivered
c.87% of 2019 equivalent Live Events revenue (ex-China) and in 2023 we expect
this to be 95%+ (ex-China), with a number of major brands expected to exceed
2019 levels.
(1)In this report we refer to non-statutory measures, as defined in the
Financial Review on page 10 and Glossary on page 56.
Strong operating performance and capital allocation discipline
Accelerating Shareholder Returns: £550m+ capital returns in 2022, £600m+ in
2023
As confidence grew, trading accelerated and we delivered our GAP 2 divestments
in 2022, we increased the pace of shareholder returns. Today we are further
accelerating this commitment through strong dividend growth and an expansion
in our share buyback programme, underlining the operating momentum across our
businesses, the strength of our cash generation and our confidence in the
forward outlook.
We commenced our Share Buyback Programme in February 2022 as part of our GAP 2
Portfolio Focus Programme, initially committing £100m and progressively
increasing this to £725m. To date, we have completed £589m, at an average
share price of 584p, leading to the cancellation of over 100m shares, c7% of
our share capital at the outset of the programme.
Today we are increasing this commitment by £275m to the full £1bn originally
outlined within GAP 2, representing over half the post-tax cash proceeds
delivered through our Portfolio Focus Programme. On current course and speed,
this will take us until at least the end of 2023 to complete.
In addition, we recommenced ordinary dividends at our 2022 interim results and
are proposing a 9.8p dividend for the full year. Going forward, we are
committed to paying out a minimum of 40% of adjusted earnings from continuing
businesses. Based on our guidance range, this implies strong double-digit
growth in ordinary dividends in 2023.
Subject to buyback completion, the Group is committing to total shareholder
returns of £600m+ in 2023.
B2B growth acceleration through addition of Tarsus
Informa has reached agreement with Charterhouse Capital Partners to acquire
Tarsus, the international B2B Events group for an initial enterprise value of
$940m, funded through cash resources and $210m of new Informa shares with a
two-year lock-up period.
Tarsus owns and operates a portfolio of 160+ major international Live and
On-Demand B2B Event brands. Similar to Informa, it has been built with a focus
on growing, specialist B2B markets with international reach, fragmented supply
chains and high levels of innovation. There is a strong commercial,
operational and cultural fit between the two businesses, with the combination
creating further reach and depth in Asia, China, the Middle East and the
Americas.
Taking the average for 2024/2025 to remove the biennial event impact, Tarsus
EBITDA, including synergies, is expected to imply an EV/EBITDA multiple of
less than 9x. On the same basis, Tarsus is expected to deliver mid-single
digit accretion to Informa's Adjusted Earnings Per Share.
Additionally, in this first full blended year post completion, we expect to
deliver a high single digit post-tax return on invested capital, ahead of
Informa's long-term weighted average cost of capital.
The transaction is subject to customary regulatory clearances, including
Hart-Scott Rodino in the US. Completion is expected by 1 July 2023.
Full details of the combination are detailed within a separate press release,
available at www.informa.com (http://www.informa.com) .
B2B growth acceleration through Partnerships
Informa has a strong track record of developing commercial partnerships with
suppliers, local government and trade associations to accelerate the growth of
a market, a region or a specific brand. This includes successful partnerships
with the Principality of Monaco in Luxury & Lifestyle, the National Marine
Manufacturers Association in International Yachting and the Brazilian
Association of the Machinery and Equipment Industry in Agriculture.
In 2023, two new partnerships have expanded our market positions and through
combination and new launch activity, are contributing significant Underlying
Revenue Growth(1).
(1)In this report we refer to non-statutory measures, as defined in the
Financial Review on page 10 and Glossary on page 56.
In the Kingdom of Saudi Arabia, we launched Tahaluf (Alliance in Arabic) in
association with the Saudi Federation, SAFCSP, to bring world class events to
the region and support the goals of Vision 2030 to diversify the economy and
create new growth opportunities.
Two brands have been successfully launched in the country to date, Black Hat
Middle East and LEAP, with the latter attracting c.170k visitors, c.700
speakers and c.900 exhibitors in February and making it one of the leading
Technology events globally in only its second year.
Our roadmap for Tahaluf includes the launch of three or more brands in each of
2023 and 2024 in markets including Artificial Intelligence (DeepFest), Real
Estate (Cityscape) and Food (Feast).
Within the Beauty market, in 2022 we established an agreement with the
BolognaFiere Group and the Professional Beauty Association to help expand the
growing Beauty market in North America through a combination of new live event
launches and enhancements to existing brands.
In 2023, this will see the venture expand its portfolio of North American
Beauty brands to include Premiere Beauty events in Anaheim, Orlando, San
Antonio and Columbus, alongside the leading US-based Beauty event, Cosmoprof
North America, held in Las Vegas in July.
Financial strength and flexibility
The Group's relentless focus on cash management and cash conversion has
consistently delivered strong cash generation over recent years. In 2022,
strong operating cash flows and high cash conversion was further enhanced by
the returns from our divestment programme, which generated c.£2.5bn of value
at an average EV/EBITDA multiple of 28x.
This performance delivered Net Cash Before Leases(1) at year-end of £19.1m,
providing the Group with significant financial strength and flexibility.
Our gross borrowings of c.£1.9bn, which is all funded through covenant free
bonds, have fixed coupon rates, so recent interest rises have not had an
immediate impact on interest costs. However, we are receiving more interest
income on cash balances, reducing our like-for-like net interest costs.
The strength of our balance sheet and strong trading outlook, has enabled us
to extend our £1,050m Revolving Credit Facility to February 2026, with no
change in terms, including the coupon rate and absence of covenants.
The acquisition of Tarsus, which is predominantly funded with cash and is
expected to complete by 1 July, will reduce our interest income and thus
increase net interest costs. On a pro-forma basis, at completion, Net Debt to
Adjusted EBITDA(1) is expected to be c.1x, providing significant ongoing
flexibility for further organic investment, shareholder returns and targeted
expansion.
Further embedded value through retained investments
Our balance sheet strength is further supported by significant embedded value
in our portfolio of retained investments. These investments do not materially
contribute to reported revenue and adjusted operating profit but provide
access to adjacent markets and technology, whilst also offering significant
future cash flow benefits if and when value is realised.
Brand Category Equity Interest
Norstella Pharma intelligence 6.7%
Lloyd's List Maritime Maritime intelligence 20.0%
Curinos Retail Banking intelligence 56.2%
Founder's Forum Live & On-Demand B2B Events and B2B Communities 22.3%
Independent Television News Creative Content Production 20.0%
PA Media Group Specialist Media and News Services 18.2%
Bridge Events Technologies On-Demand Event Technology 14.9%
(1) In this report we refer to non-statutory measures, as defined in the
Financial Review on page 10 and Glossary on page 56.
Strong ESG progress through FasterForward
Informa has a long-term commitment to become a more sustainable business by
embedding best practice ESG principles into all our brands and businesses.
This is formalised through our FasterForward programme, a ten-year strategy
built around a series of commitments to reduce Informa's carbon and waste
footprint, to use content to accelerate sustainable developments in our
customer markets, and to multiply the positive impact we have on disadvantaged
and disconnected communities.
Through GAP 2, we are investing to accelerate these initiatives through
greater education and awareness amongst Informa teams and external partners,
enhanced data collection and reporting, and changes in processes and
procurement to reduce our impact.
This has seen Informa gain certification as a CarbonNeutral® Company for the
last three years and independently verified Science-Based Targets. In Academic
Markets, we have also gain recognition for CarbonNeutral® Publications and a
number of individual brands within B2B Markets have been classified
CarbonNeutral® Events.
External recognition as a leader within Dow Jones Sustainability Index
Our progress to date has also consistently been recognised in independently
ranked sustainability indices and surveys. This includes the gold standard Dow
Jones Sustainability Index, which ranked Informa as the No 1 group globally in
the Media Sector in 2022 for the second consecutive year, the sixth time we
have been included in the overall index.
We also received an A- ranking in the Carbon Disclosure Project, an AA ranking
in MSCI ESG Ratings and a running score of 9.3 from Sustainalytics.
Financial review
Income Statement
The results for the year ended 31 December 2022 reflect a strong trading
performance in our continuing businesses, comprising our three B2B Markets
businesses (Informa Markets, Informa Connect and Informa Tech) and our
Academic Markets business Taylor & Francis. The reported revenues and
profits for these businesses in 2022 were significantly higher than 2021,
reflecting underlying growth in all businesses and particular strength in B2B
Markets following the successful return of live and on-demand events after the
disruption caused by the pandemic in 2021. In addition, we saw growth in
digital revenues reflecting our investment in this revenue stream. The
divestment of Pharma Intelligence, EPFR and Maritime Intelligence concluded
during the year with these businesses classified as discontinued operations
and therefore presented separately on the income statement.
Adjusted results 2022 Adjusting items Statutory results 2022 Adjusted results Adjusting items Statutory results
2022 2021(1,2) 2021(1,2) 2021(1,2)
£m £m £m £m £m £m
Continuing operations
Revenue 2,262.4 - 2,262.4 1,583.3 - 1,583.3
Operating profit/(loss) 496.3 (312.2) 184.1 313.2 (278.8) 34.4
Profit on disposal of subsidiaries and operations - 11.6 11.6 - 111.8 111.8
Distributions received from investments - 20.6 20.6 - - -
Fair value loss on investments - (0.9) (0.9) - - -
Net finance costs (45.3) (1.3) (46.6) (67.8) - (67.8)
Profit/(loss) before tax 451.0 (282.2) 168.8 245.4 (167.0) 78.4
Tax (charge)/credit (81.2) 54.5 (26.7) (36.7) 2.6 (34.1)
Profit/(loss) for the year from continuing operations 369.8 (227.7) 142.1 208.7 (164.4) 44.3
Discontinued operations
Profit/(loss) for the year from discontinued operations 29.5 1,463.7 1,493.2 57.4 (13.5) 43.9
Profit/(loss) for the year 399.3 1,236.0 1,635.3 266.1 (177.9) 88.2
Adjusted operating margin from continuing operations 21.9% 19.8%
Adjusted diluted and statutory diluted EPS from continuing operations 24.4p 9.4p 12.9p 2.3p
(1) Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
(2) Includes the results of Barbour EHS, Barbour ABI and our Asset
Intelligence portfolio, including Equipment Watch, which were disposed in
2021. These businesses contributed £31.6m to revenue, £13.2m to adjusted
operating profit and £8.0m to statutory operating profit and are included
within continuing operations as the disposal did not meet the criteria for
being disclosed as a discontinued operation.
Statutory Results
The growth in our businesses noted above represents a 42.9% increase in
revenue from continuing operations to £2,262.4m, and a 31.4% increase on an
underlying basis. Every Division delivered underlying revenue growth in the
year.
For continuing operations, the Group reported a statutory operating profit of
£184.1m in 2022, compared with a statutory operating profit of £34.4m for
the year ended 31 December 2021. Both periods reflect some impact from
pandemic disruption, albeit less so in 2022, and accordingly we saw a strong
continued return in our live and on-demand events in all geographies outside
China. Adjusted operating profit from continuing operations was £496.3m which
reflected growth of 58.5% on a reported basis, again with growth delivered in
all our Divisions.
Statutory net finance costs reduced by £21.2m to £46.6m, with adjusted net
finance costs reducing £22.5m to £45.3m. Lower net finance costs were driven
by interest earned on higher cash balances arising from the divestments
related to the completion of our portfolio focus programme as part of our GAP
2 strategy.
The Group received a distribution, subsequent to the disposal, of £20.6m from
its retained investment in the Pharma Intelligence business.
The combination of all these factors led to a statutory profit before tax for
continuing operations of £168.8m in 2022, compared with a profit before tax
of £78.4m in the year ended 31 December 2021. The profit in the year led to a
statutory tax charge of £26.7m in 2022 compared with a tax charge of £34.1m
in the prior year.
This profit outcome translated into a statutory diluted earnings per share for
continuing operations of 9.4p compared with 2.3p for the year ended 31
December 2021. This improvement reflects stronger trading and the lower number
of shares in issue as a result of the share buyback programme. Adjusted
diluted earnings per share (EPS) from continuing operations grew to 24.4p from
12.9p in the prior year.
Discontinued operations
The divestments of Pharma Intelligence on 1 June 2022, the EPFR fund flow
business on 3 October 2022 and Maritime Intelligence on 1 December 2022
resulted in part-year contributions from these businesses during 2022. The
results of these businesses have been treated as discontinued operations. In
total, the contributions during the year from these activities amounted to
revenues of £126.9m (2021: £215.4m), adjusted operating profit of £38.7m
(2021: £75.2m), statutory operating profit of £37.8m (2021: £59.4m) and
adjusted diluted earnings per share of 2.0p (2021: 3.8p).
Within discontinued operations there was also a profit on disposal before tax
of the three Informa Intelligence divestments which totalled £1,740.3m,
partially offset by £0.9m of operating expenses treated as adjusting items,
in the year.
The results for the year ended 31 December 2021 have been re-presented to
reflect the impact of discontinued operations following the sale of Pharma
Intelligence on 1 June 2022, the EPFR fund flow business on 3 October 2022 and
Maritime Intelligence on 1 December 2022. The effect of this re-presentation
is shown in Note 3 to the Condensed Consolidated Financial Statements.
Measurement and Adjustments
In addition to statutory results, adjusted results are prepared for the Income
Statement. These include adjusted operating profit, adjusted diluted earnings
per share and other underlying measures. A full definition of these metrics
can be found in the glossary of terms on page 56. The divisional table on page
13 provides a reconciliation between statutory operating profit and adjusted
operating profit by division.
Underlying revenue and adjusted operating profit growth on an underlying basis
are reconciled to statutory growth in the table below:
Underlying growth/ Phasing and other items Acquisitions and disposals Currency change Reported growth/
(decline) (decline)
2022 continuing operations
Revenue 31.4% (0.3%) 2.1% 9.7% 42.9%
Adjusted operating profit 47.0% 0.5% (1.6%) 12.6% 58.5%
2021 continuing operations(1)
Revenue 4.6% 5.2% 1.9% (4.3%) 7.4%
Adjusted operating profit 40.3% 33.4% 2.7% (18.0%) 58.4%
(1) Re-presented for discontinued operations
Adjusting Items
The items below have been excluded from adjusted results. The total adjusting
items included in the operating profit in the year for continuing operations
were £312.2m (2021: £278.8m). The £33.4m increase in adjusting items is
primarily due to increased acquisition costs and increased amortisation
arising from the acquisition of Industry Dive, the full year-effect of
acquisitions in 2021 and last year's one-off COVID-19 insurance credit of
£23.6m. The most significant item in 2022 was intangible asset amortisation
of £275.3m.
2022 2021
£m £m
Continuing operations
Intangible amortisation and impairment
Intangible asset amortisation(1) 275.3 261.8
Impairment - acquisition-related and other intangible assets 6.9 7.9
(Reversal) / impairment - IFRS 16 right of use assets (0.1) 9.2
(Reversal) / Impairment - property and equipment (0.7) 3.1
Acquisition costs 11.8 2.7
Integration costs 10.2 7.3
Restructuring and reorganisation costs (1.6) 3.2
One-off insurance credits associated with COVID-19 - (23.6)
Onerous contracts associated with COVID-19 4.7 9.7
Subsequent remeasurement of contingent consideration 5.7 3.8
VAT credits - (6.3)
Adjusting items in operating profit from continuing operations 312.2 278.8
Profit on disposal of subsidiaries and operations (11.6) (111.8)
Distributions from investments (20.6) -
Fair value loss on investments 0.9 -
Finance costs 1.3 -
Adjusting items in profit before tax from continuing operations 282.2 167.0
Tax related to adjusting items (54.5) (2.6)
Adjusting items in profit for the year from continuing operations 227.7 164.4
Discontinued operations
Intangible asset amortisation 0.4 6.6
(Reversal) / impairment - IFRS 16 right of use assets (0.5) 2.6
Impairment - property and equipment - 1.3
Acquisition costs 0.1 0.6
Integration costs 1.1 1.3
Restructuring and reorganisation costs (0.2) 3.0
Subsequent measurement of contingent consideration - 0.4
Adjusting items in operating profit from discontinued operations 0.9 15.8
(Profit) / loss on disposal of subsidiaries and operations (1,740.3) 0.7
Adjusting items in profit before tax from discontinued operations (1,739.4) 16.5
Tax related to adjusting items 275.7 (3.0)
Adjusting items in profit for the year from discontinued operations (1,463.7) 13.5
Adjusting items in profit for the year from continuing and discontinued (1,236.0) 177.9
operations
1. Excludes acquired intangible product development and software
amortisation.
Intangible amortisation on continuing operations of £275.3m relates to the
historical additions of book lists and journal titles, acquired databases,
customer and attendee relationships and brands related to exhibitions, events
and conferences. As it relates to acquisitions, it is not treated as an
ordinary cost. By contrast, intangible asset amortisation arising from
software assets and product development is treated as an ordinary cost in the
calculation of operating profit, so is not treated as an adjusting item.
Acquisition costs on continuing operations of £11.8m principally relate to
the acquisition of Industry Dive.
Onerous contracts, on continuing operations, associated with the pandemic
reduced significantly compared with the prior year with a charge of £4.7m in
2022 (2021: £9.7m). This reflects the reduction in the level of events
cancelled or postponed due to the pandemic, where the costs could not be
recovered, typically relating to venues and marketing. The prior year also
included a one-off insurance credit of £23.6m associated with insurance cash
receipts related to events cancelled due to the pandemic.
The profit on disposal of discontinued operations of £1,740.3m reflects the
gain recognised following the sale of the Intelligence Division, of which
£1,352.2m related to the disposal of Pharma Intelligence, £111.1m to EPFR
and £277.0m to Maritime Intelligence. See Note 15 to the Condensed
Consolidated Financial Statements.
The table below shows the results and adjusting items by Division for
continuing operations, highlighting the continued growth in our B2B Markets
Divisions as live and on-demand events returned strongly to most geographies,
supported by a further acceleration of growth at Taylor & Francis.
Informa Markets Informa Tech Informa Connect Taylor & Francis Group
£m £m £m £m £m
Revenue from continuing operations 952.1 320.8 395.9 593.6 2,262.4
Underlying revenue growth 47.0% 42.6% 45.9% 3.0% 31.4%
Statutory operating profit/(loss) from continuing operations (4.3) 19.7 14.6 154.1 184.1
Add back:
Intangible asset amortisation(1) 168.7 27.0 26.8 52.8 275.3
Impairment - acquisition-related and other intangible assets 6.7 - 0.2 - 6.9
Impairment - IFRS 16 right of use assets (2.5) (0.3) 3.6 (0.9) (0.1)
Impairment - property and equipment (0.4) (0.1) - (0.2) (0.7)
Acquisition costs 0.1 11.1 0.3 0.3 11.8
Integration costs 0.4 1.7 8.3 (0.2) 10.2
Restructuring and reorganisation costs (2.3) (0.8) 2.2 (0.7) (1.6)
Onerous contracts associated with COVID-19 5.0 (0.5) 0.2 - 4.7
Subsequent remeasurement of contingent consideration 0.1 3.7 - 1.9 5.7
Adjusted operating profit from continuing operations 171.5 61.5 56.2 207.1 496.3
Underlying adjusted operating profit growth/(decline) 154.3% 76.4% 238.2% (5.4)% 47.0%
1. Intangible asset amortisation is in respect of acquired
intangibles and excludes amortisation of software and product development.
Adjusted Net Finance Costs
Adjusted net finance costs from continuing operations, consisting of the
interest costs on our corporate bonds and bank borrowings, decreased by
£22.5m to £45.3m. The decrease in net finance costs primarily relates to
higher interest income on the increased cash balance due to improved Free Cash
Flow and cash proceeds of £2.1bn following the disposal of the Intelligence
Division.
During the year, the Group repaid €200m of Euro Medium Term Note (EMTN)
borrowings from surplus funds. The borrowings were due to be repaid in July
2023 and were repaid early to reduce interest costs. Unamortised fees relating
to the repaid borrowings of £1.3m were charged to the income statement as an
adjusting item.
The reconciliation of adjusted net finance costs to the statutory finance
costs and finance income is as follows:
2022 2021
£m £m
Finance income (27.5) (5.7)
Finance costs 74.1 73.5
Statutory net finance costs 46.6 67.8
Add back: adjusting items relating to finance costs (1.3) -
Adjusted net finance costs 45.3 67.8
Taxation
Approach to tax
The Group continues to recognise that taxes paid are part of the economic
benefit created for the societies in which we operate, and that a fair and
effective tax system is in the interests of tax-payers and society at large.
We aim to comply with tax laws and regulations everywhere the Group does
business and Informa has open and constructive working relationships with tax
authorities worldwide. Our approach balances the interests of stakeholders
including shareholders, governments, colleagues and the communities in which
we operate.
The Group's effective tax rate on adjusted profits (as defined in the
glossary) reflects the blend of tax rates and profits in the jurisdictions in
which we operate. In 2022, the effective tax rate on adjusted profits for
continuing operations was 18.0% (2021: 15.0%).
The calculation of the Effective Tax Rate on Adjusted Profits for continuing
operations is as follows:
2022 2021(1)
£m £m
Adjusted tax charge for continuing operations 81.2 36.7
Adjusted profit before tax for continuing operations 451.0 245.4
Effective Tax Rate on Adjusted Profits for continuing operations % 18.0% 15.0%
Tax payments
During 2022, the Group paid £71.7m (2021: £41.6m) of corporation tax and
similar taxes in relation to continuing operations, with the year-on-year
increase reflecting the higher profit before tax reported in the year.
A breakdown of the main geographies in which the Group paid tax is as follows:
2022 2021
£m £m
UK 6.9 3.2
Continental Europe 18.8 15.0
US 32.0 (0.7)
China 9.0 23.0
Rest of world 5.0 1.1
Total 71.7 41.6
The reconciliation of the adjusted tax charge to cash taxes paid is as
follows:
2022 2021
£m £m
Tax charge on adjusted profit before tax per Consolidated Income Statement 81.2 36.7
Movement in deferred tax including tax losses (18.8) 6.1
Net current tax credits in respect of adjusting items (9.0) (2.1)
Movement in provisions for uncertain tax positions (6.5) 6.6
Taxes paid in different year to charged 24.8 (5.7)
Taxes paid per statutory cash flow 71.7 41.6
In addition, tax of £205.4m was paid in relation to profit on disposal and
discontinued operations.
At the end of 2022, the recognised deferred tax assets relating to US and UK
tax losses were £20.0m (2021: £106.8m) and £29.7m (2021: £34.7m)
respectively. These are expected to be utilised against future taxable
profits.
Goodwill is not amortised as it is subject to impairment review, and as a
result there is no charge to adjusting items for goodwill amortisation.
However, there can be an allowable tax benefit for certain goodwill
amortisation in the US and elsewhere. Where this benefit arises, it reduces
the tax charge on adjusted profits.
The amortisation of intangible assets is considered an adjusting item. The
£10.7m (2021: £13.6m) of current tax credits taken in respect of the
amortisation of intangible assets is therefore also treated as an adjusting
item and included in the tax credits in respect of adjusting items.
Tax contribution
The Group's total tax contribution, from continuing and discontinued
operations, which comprises all material taxes paid to, and collected, on
behalf of governments globally was £590.7m in 2022 (2021: £267.2m). The
geographic split of taxes paid by our businesses was as follows:
UK US Other Total
£m £m £m £m
Profit taxes borne 7.9 236.4 32.8 277.1
Employment taxes borne 27.8 26.1 12.7 66.6
Other taxes 5.0 0.8 2.2 8.0
Total 40.7 263.3 47.7 351.7
In addition to the above, in 2022 we collected taxes on behalf of governments
(e.g. employee taxes and sales taxes) amounting to £239.0m (2021: £166.6m).
Earnings Per Share
Adjusted diluted EPS from continuing operations was 89.1% higher at 24.4p
(2021: 12.9p), largely reflecting higher adjusted earnings of £356.5m (2021:
£194.4m) together with a 3% decrease in the weighted average number of shares
following the share buybacks during the year.
An analysis of adjusted diluted EPS and statutory diluted EPS is as follows:
2022 2021(1)
£m £m
Statutory profit for the year from continuing operations 138.3 34.0
Add back: Adjusting items in profit/loss for the year 227.7 164.4
Adjusted profit for the year 366.0 198.4
Non-controlling interests relating to adjusted profit (9.5) (4.0)
Adjusted earnings from continuing operations 356.5 194.4
Weighted average number of shares used in adjusted diluted EPS (m) 1,464.3 1,510.2
Adjusted diluted EPS (p) from continuing operations 24.4p 12.9p
2022 2021(1)
£m £m
Statutory profit for the year from continuing operations 142.1 44.3
Non-controlling interests (3.8) (10.3)
Statutory earnings from continuing operations 138.3 34.0
Weighted average number of shares used in diluted EPS (m) 1,464.3 1,510.2
Statutory diluted EPS (p) from continuing operations 9.4p 2.3p
1. Re-presented for discontinued operations (see note 3).
Dividends
Following the temporary suspension of dividend payments as part of the Group's
response to the pandemic, the Group has resumed ordinary dividend payments. An
interim dividend of 3.0p per share (2021: nil pence per share) was paid on 9
September 2022. The total amount paid was £43.3m (2021: £nil).
As previously announced the Group intends to declare dividends at an annual
payout ratio of at least 40% of annual continuing adjusted earnings.
Accordingly, the Board has proposed a final dividend of 6.8p per share (2021:
nil pence per share). The final dividend is scheduled expected to be paid on
14 July 2023 to ordinary shareholders registered at the close of business on 2
June 2023. This will result in total dividends for the year of 9.8p (2021: nil
pence).
The growth in earnings in 2022 means dividend cover (see Glossary of Terms for
definition) was 2.5 times (2021: n/a), being adjusted diluted EPS on
continuing operations of 24.4p (2021: 12.9p) divided by total dividends per
share of 9.8p (2021: nil). Our dividend payout ratio was 40%, being total
dividends per share of 9.8p divided by the adjusted diluted EPS on continuing
operations of 24.4p.
Currency Movements
One of the Group's strengths is its international reach and balance, with
colleagues and businesses located in most major economies of the world. This
means the Group generates revenues and costs in a mixture of currencies, with
particular exposure to the US dollar, as well as some exposure to the euro and
the Chinese renminbi.
In 2022 across our continuing and discontinued operations, approximately 65%
(2021: 58%) of Group revenue was received in USD or currencies pegged to USD,
with 8% (2021: 8%) received in euro and 1% (2021: 9%) in Chinese renminbi.
Similarly, on continuing and discontinued operations we incurred approximately
54% (2021: 48%) of our costs in USD or currencies pegged to USD, with 3%
(2021: 8%) in Chinese renminbi and 3% (2021: 3%) in euro.
For continuing and discontinued operations, each one cent ($0.01) movement in
the USD to GBP exchange rate has a circa £13m (2021: circa £8m) impact on
annual revenue, and a circa £5m (2021: circa £3m) impact on annual adjusted
operating profit.
The following rates versus GBP were applied during the year:
2022 2021
Closing rate Average rate Closing rate Average rate
US Dollar 1.21 1.24 1.35 1.38
Renminbi 8.34 8.30 8.57 8.87
Euro 1.13 1.17 1.19 1.16
Free Cash Flow
Cash management and cash generation remain a key priority and focus for the
Group, providing the funds and flexibility for paying down debt, future
organic and inorganic investment and consistent shareholder returns. Our
businesses typically convert adjusted operating profit into cash at a strong
conversion rate, reflecting the relatively low capital intensity of the Group.
In 2022, absolute levels of cash flow showed continued improvement on the
prior year period despite cash being held at 31 December 2021 against 2022
events, previously postponed.
The following table reconciles the statutory operating profit to operating
cash flow (OCF) and free cash flow (FCF), both of which are defined in the
glossary.
2022 2021(3)
£m £m
Statutory operating profit 184.1 34.4
Add back: Adjusting items 312.2 278.8
Adjusted operating profit 496.3 313.2
Depreciation of property and equipment 11.7 12.7
Depreciation of right of use assets 24.8 24.2
Software and product development amortisation 35.2 31.6
Share-based payments 17.5 15.0
Loss on disposal of other assets 0.3 0.1
Adjusted share of joint venture and associate results (2.1) (3.0)
Adjusted EBITDA(1) 583.7 393.8
Net capital expenditure (67.5) (38.4)
Working capital movement(2) 65.3 144.7
Pension deficit contributions (6.9) (6.3)
Operating Cash Flow 574.6 493.8
Restructuring and reorganisation (14.1) (29.4)
Onerous contracts and one-off (payments)/receipts associated with COVID-19 (5.5) 13.9
Net interest (65.4) (74.4)
Taxation (71.7) (41.6)
Free Cash Flow from continuing operations 417.9 362.3
Free Cash Flow from discontinued operations 48.5 76.4
Free Cash Flow 466.4 438.7
1. Adjusted EBITDA represents adjusted operating profit before
interest, tax, and non-cash items including depreciation and amortisation.
2. Working capital movement excludes movements on restructuring,
reorganisation, COVID-19 costs and acquisition and integration accruals or
provisions as the cash flow relating to these amounts is included in other
lines in the Free Cash Flow and reconciliation from Free Cash Flow to net
funds flow. The variance between the working capital in the Free Cash Flow and
the Consolidated Cash Flow Statement is driven by the non-cash movement on
these items.
3. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Free cash flow from continuing operations was £55.6m higher than 2021
principally due to the £183.1m higher adjusted operating profit, partially
offset by higher cash tax of £30.1m, higher capex investment of £29.1m and a
reduction of £79.4m in the working capital inflow. The calculation of
operating cash flow conversion and free cash flow conversion is as follows:
Operating Cash Flow conversion Free Cash Flow conversion
2022 2021(1) 2022 2021(1)
£m £m £m £m
Operating / Free Cash Flow from continuing operations 574.6 493.8 417.9 362.3
Adjusted operating profit from continuing operations 496.3 313.2 496.3 313.2
Operating / Free Cash Flow conversion from continuing operations 115.8% 157.7% 84.2% 115.7%
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Net capital expenditure from continuing operations increased to £67.5m (2021:
£38.4m) reflecting initial investments as part of our GAP 2 strategy. Capital
expenditure was equivalent to 3.0% of 2022 continuing revenue (2021: 2.4%),
and we expect full-year 2023 capital expenditure to be at a level closer to
4.0% relative to revenue as further GAP 2 investments are made.
The continuing working capital inflow of £65.3m was £79.4m lower than the
inflow in 2021, which benefited from the restart in live and on-demand events
after the pandemic, whereas 2022 benefited from the ongoing recovery in live
and on-demand revenues.
Net cash interest payments of £65.4m were £9.0m lower than the prior year,
largely reflecting interest income on the Group's increased cash balances
generated by the divestment of the businesses within the Intelligence
division.
The following table reconciles net cash inflow from operating activities for
continuing operations, as shown in the consolidated cash flow statement, to
Free Cash Flow from continuing operations:
2022 2021(1)
Continuing Continuing
£m £m
Net cash inflow/(outflow) from operating activities for continuing operations 397.2 385.9
per statutory cash flow
Interest received 25.7 5.6
Borrowing fees paid - -
Purchase of property and equipment (14.5) (6.9)
Purchase of intangible software assets (37.9) (25.2)
Product development cost additions (15.1) (6.3)
Add back: Acquisition and integration costs paid 18.2 9.2
Add back: Pension payment into escrow 28.2 -
Add back: Additional pension payments 16.1 -
Free Cash Flow from continuing operations 417.9 362.3
1. Re-presented for discontinued operations (see note 3 to the Condensed
Consolidated Financial Statements).
Net cash from operating activities for continuing operations increased by
£11.3m to record an inflow of £397.2m, principally driven by the increased
profits in the year, together with improved cash collections related to
forward event bookings.
The following table reconciles cash generated by operations for continuing
operations, as shown in the Consolidated Cash Flow Statement to operating cash
flow from continuing operations shown in the free cash flow table above:
2022 2021(1)
Continuing Continuing
£m £m
Cash generated by operations for continuing operations per statutory cash flow 560.0 507.5
Capital expenditure paid (67.5) (38.4)
Add back: Acquisition and integration costs paid 18.2 9.2
Add back: Restructuring and reorganisation costs paid 14.1 29.4
Add back: Pension payment into escrow 28.2 -
Add back: Additional pension payments 16.1 -
Onerous contracts and one-off (credits received)/costs paid associated with 5.5 (13.9)
COVID-19
Operating Cash Flow from continuing operations 574.6 493.8
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
The following table reconciles free cash flow from continuing and discontinued
operations to net funds flow and net debt, with net debt reducing by
£1,190.0m to £244.6m during the year. This reduction in net debt is
primarily due to the proceeds from the divestment of the businesses within the
Intelligence division, positive cash from operations offset by the acquisition
of Industry Dive, the share buyback programme and the resumption of ordinary
dividends.
2022 2021(1)
£m £m
Free Cash Flow from continuing and discontinued operations 466.4 438.7
Acquisitions (405.3) (90.9)
Disposals 1,896.8 280.9
Additional pension payments (16.1) -
Pension payment into escrow (28.2) -
Add back: repayment of acquired debt 36.6 -
Dividends paid to shareholders (43.3) -
Dividends paid to non-controlling interests (9.5) (8.6)
Dividends received from investments 1.8 2.8
Distributions received from investments 20.6 -
Issuance of shares - (0.2)
Purchase of own shares through share buyback (513.3) -
Purchase of shares for Trust (3.3) (2.5)
Net funds flow 1,403.2 620.2
Non-cash movements (133.0) (78.9)
Foreign exchange (31.8) 106.2
Net finance lease additions in the year (11.8) (18.8)
Net debt at 1 January (1,434.6) (2,029.6)
Acquired debt (36.6) (33.7)
Net cash/(debt) (244.6) (1,434.6)
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Financing and Leverage
The strong free cash flow performance in the year, together with disposal
proceeds helped to reduce net debt by £1.2bn in the year to £244.6m at 31
December 2022 (31 December 2021: £1.4bn).
The Group retains significant available liquidity, with unutilised committed
financing facilities available to the Group of £1,099.9m (31 December 2021:
£1,094.6m). Combined with £2,125.8m of cash (2021: £884.8m), this increased
available Group-level liquidity at 31 December 2022 to £3,225.7m (31 December
2021: £1,979.4m).
The average debt maturity on our drawn borrowings is currently 3.1 years (31
December 2021: 3.9 years). The EUR EMTN maturity of GBP equivalent €450.0m
(£398.4m) in July 2023 notwithstanding, there are no significant maturities
until October 2025.
2022 2021
Net debt and committed facilities £m £m
Cash and cash equivalents (2,125.8) (884.8)
Bond borrowings 1,910.7 2,001.3
Bond borrowing fees (8.8) (12.1)
Bank borrowings 41.3 36.8
Bank borrowing fees (2.4) (3.4)
Derivative assets associated with borrowings (2.2) (3.4)
Derivative liabilities associated with borrowings 168.1 40.7
Net (cash)/debt before leases (19.1) 1,175.1
Lease liabilities 270.4 265.9
Finance lease receivables (6.7) (6.4)
Net (cash)/debt 244.6 1,434.6
Borrowings (excluding derivatives, leases, fees & overdrafts) 1,952.0 2,038.1
Unutilised committed facilities (undrawn RCF) 1,050.0 1,050.0
Unutilised committed facilities (undrawn Curinos facilities) 49.9 44.6
Total committed facilities 3,051.9 3,132.7
The Informa leverage ratio at 31 December 2022 was (0.2) times (31 December
2021: 2.8 times), and the Informa interest cover ratio was 16.6 times (31
December 2021: 7.8 times). Both are calculated consistently with our
historical basis of reporting of financial covenants which no longer applied
at 31 December 2022. See the Glossary of terms for the definition of Informa
leverage ratio and Informa interest cover.
The calculation of the Informa leverage ratio is as follows:
2022 2021
£m £m
Net (cash)/debt 244.6 1,434.6
Adjusted EBITDA 625.5 478.1
Adjusted leverage 0.4x 3.0x
Adjustment to EBITDA(1) - 0.4x
Adjustment to net cash/debt(1) (0.6)x (0.6x)
Informa Leverage ratio (0.2)x 2.8x
1. Refer to Glossary for details of the adjustments to EBITDA and Net
Debt for Informa leverage ratio.
The calculation of Informa interest cover is as follows:
2022 2021
£m £m
Adjusted EBITDA 625.5 478.1
Adjusted net finance costs 45.3 67.8
Adjusted interest cover 13.8x 7.1x
Adjustment to EBITDA(1) 2.8x 0.7x
Informa Interest cover 16.6x 7.8x
1. Refer to Glossary for details of the adjustments to EBITDA for
Informa interest cover.
There are financial covenants over £41.3m (2021: £36.8m) of drawn borrowings
in the Curinos business. These financial covenants are ring-fenced to
borrowings against the Curinos business only.
Corporate Development
During the year, the Group completed the divestment of the Intelligence
division as a key element of the Group's GAP 2 Portfolio Focus strategy.
Informa has a proven track record in creating value through identifying,
executing and integrating complementary businesses effectively into the Group.
In 2022, cash invested in acquisitions was £405.3m (2021: £90.9m), with
£315.1m of net spend relating to acquisitions net of cash acquired (2021:
£68.2m),, £9.8m (2021: £3.3m) to cash paid for business assets, £20.1m
(2021: £10.3m) to acquisition and integration spend, £1.5m (2021: £1.5m) to
the cash settlement on the exercise of an option relating to non-controlling
interests, £22.2m to the acquisition of the convertible bond, £36.6m to the
repayment of debt in relation to Industry Dive, and £nil (2021: £7.6m)
relating to other investments.
Net proceeds from disposals amounted to £1,896.8m (2021: £280.9m), with
£1,664.9m relating to the divestment of Pharma Intelligence, £165.2m to the
divestment of EPFR, £302.5m to the divestment of Maritime Intelligence in the
year and tax paid on disposals of £204.4m.
Acquisitions
In September 2022 Informa completed the share acquisition of Industry Dive.
Industry Dive brings capabilities in audience development and lead generation
through high-quality specialist content and business journalism. Industry Dive
has more than 2.5m active subscribers and a total engaged audience of circa
13m, across 24 specialist B2B markets via 27 specialist dives. Industry Dive
forms part of the Informa Tech division.
Cash consideration was £309.0m ($359.3m) with estimated contingent
consideration, based on the future revenue performance of the business, of
£126.1m ($146.6m). The contingent consideration was fair valued at year end
to £125.3m with the decrease due to a movement in the discount rate and USD
to GBP exchange rate. In addition to the cash consideration of £309.0m,
Industry Dive debt of £36.6m was immediately repaid upon completion. See Note
14 to the Consolidated Financial Statements for further details.
Divestments and Share BuyBack
A central theme of the GAP 2 strategy was the decision to focus and accelerate
investment in the two markets where the Group has leadership positions of
scale and which offer attractive opportunities for further growth and
expansion: Academic Markets & Knowledge Services and B2B Markets &
Digital Services and divest certain businesses in the Informa Intelligence
division.
On 1 June 2022, the divestment of Pharma Intelligence completed, having been
first announced on 10 February 2022. The terms of the deal saw the Group
receive £1.66bn in cash before tax and a 15% shareholding in the ongoing
business. This 15% equity interest ranks pari passu with Warburg Pincus'
equity (the acquirer), enabling Informa to realise significant value today,
whilst sharing in the future value created from further growth and portfolio
expansion in the ongoing business. Pharma Intelligence was the largest
business that was held within the Informa Intelligence Division and is a
leading provider of specialist intelligence and data for clinical trials, drug
development and regulatory compliance. The profit on disposal before tax was
£1.35bn. Subsequent to the disposal, a distribution of £20.6m was received
following the post-disposal merger between Citeline, previously Pharma
Intelligence, and Norstella. Informa's stake in the expanded business has been
diluted to 6.7% following the merger however a 15% stake in the holding
company is maintained.
On 3 October 2022, the divestment of EPFR completed for an overall
consideration before tax of £165.2m. EPFR provides fund flows and asset
allocation data to financial institutions domiciled globally, delivering a
complete picture of institutional and retail investor flows and fund manager
allocations driving global markets. The profit on disposal before tax was
£111.1m.
On 1 December 2022, the divestment of Maritime Intelligence completed for cash
consideration of £302.5m together with a 20% equity and 23.5% preference
shares holding in the ongoing business. This ongoing interest ranks pari passu
with Montagu (the acquirer), enabling Informa to realise value today, while
being able to participate in the future value created from further growth in
the ongoing business. Maritime Intelligence is at the heart of global seaborne
transport and trade, providing the information needed by professionals at the
right time and in the right format, to help them make better decisions, more
quickly. The profit on disposal before tax was £277.0m.
As part of the GAP 2 strategy, the Group has also committed to return value to
shareholders through a share buyback programme of £1bn and, by 31 December
2022, £517.0m of shares had been repurchased with 89.0m shares cancelled. The
shares acquired were at an average price of 573p per share, with prices
ranging from 506p to 628p.
Pensions
The Group continues to meet all commitments to its pension schemes, which
include six defined benefit schemes, all of which are closed to future
accruals.
At 31 December 2022, the Group had a net pension surplus of £49.1m (31
December 2021: £1.6m), comprising a pension surplus of £55.8m (31 December
2021: £15.5m) and pension deficits of £6.7m (31 December 2021: £13.9m).
Gross liabilities were £477.3m at 31 December 2022 (31 December 2021:
£735.2m). The decrease in liabilities is predominantly driven by the increase
in the discount rates used for calculating the present value of the pension
liability, with rates for UK schemes increasing 305 basis points from 1.90% in
the prior year to 4.95% at 31 December 2022, in line with increased yields on
benchmark high-quality corporate bonds.
The Pharma Intelligence disposal which completed on 1 June 2022 resulted in an
agreement with the Trustees of the UK schemes to accelerate agreed deficit
repair contributions for the UK schemes. This resulted in a one-off payment of
£16.1m and a contribution of £28.2m into an escrow fund, with payment from
this fund to the pension schemes being dependent on the future financial
strength of the UK pension schemes. Payment of both these amounts was made in
the second half of 2022. As part of the Schedule of Contributions agreed at
the time of the last valuation of the UBM Pension Scheme there is also an
agreement to pay £0.7m of additional contributions to that scheme at each
dividend payment date.
Audit Tender Update
As announced at our interim results and following an audit tender process,
PricewaterhouseCoopers LLP (PwC) will, subject to shareholder approval at the
2023 AGM, be appointed Informa's auditor commencing 1 January 2023. Transition
planning is already underway and, as is usual during the transition of
auditors, PwC attended key meetings, as observers, throughout the year end
audit of the 2022 results.
Condensed consolidated Income Statement
For the Year Ended 31 December 2022
Adjusted results Adjusting items Statutory results Adjusted results Adjusting items Statutory results
2022 2022 2022 2021(1,2) 2021(1,2) 2021(1,2)
Notes £m £m £m £m £m £m
Continuing operations
Revenue 4 2,262.4 - 2,262.4 1,583.3 - 1,583.3
Net operating expenses 6 (1,768.2) (312.1) (2,080.3) (1,273.1) (278.8) (1,551.9)
Operating profit/(loss) before joint ventures and associates 494.2 (312.1) 182.1 310.2 (278.8) 31.4
Share of results of joint ventures and associates 2.1 (0.1) 2.0 3.0 - 3.0
Operating profit/(loss) 496.3 (312.2) 184.1 313.2 (278.8) 34.4
Profit on disposal of subsidiaries and operations 15 - 11.6 11.6 - 111.8 111.8
Distributions received from investments - 20.6 20.6 - - -
Fair value loss on investments - (0.9) (0.9) - - -
Finance income 8 27.5 - 27.5 5.7 - 5.7
Finance costs 9 (72.8) (1.3) (74.1) (73.5) - (73.5)
Profit/(loss) before tax 451.0 (282.2) 168.8 245.4 (167.0) 78.4
Tax (charge)/credit 10 (81.2) 54.5 (26.7) (36.7) 2.6 (34.1)
Profit/(loss) for the year from continuing operations 369.8 (227.7) 142.1 208.7 (164.4) 44.3
Discontinued operations
Profit for the year from discontinued operations 11 29.5 1,463.7 1,493.2 57.4 (13.5) 43.9
Profit/(loss) for the year 399.3 1,236.0 1,635.3 266.1 (177.9) 88.2
Attributable to:
- Equity holders of the Company 13 386.0 1,245.5 1,631.5 251.8 (173.9) 77.9
- Non-controlling interests 13.3 (9.5) 3.8 14.3 (4.0) 10.3
Earnings per share
From continuing operations
- Basic (p) 13 24.5 9.5 13.0 2.3
- Diluted (p) 13 24.4 9.4 12.9 2.3
From continuing and discontinued operations
- Basic (p) 13 26.5 112.0 16.8 5.2
- Diluted (p) 13 26.4 111.4 16.7 5.2
1. Re-presented for discontinued operations (see note 3).
2. Includes the results of Barbour EHS, Barbour ABI and Asset
Intelligence brands that were disposed of in 2021 (see notes 4 and 5).
Condensed consolidated Statement of Comprehensive Income
For the Year Ended 31 December 2022
2022 2021(1)
£m £m
Profit for the year 1,635.3 88.2
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of the net retirement benefit pension obligation 26.9 69.2
Tax credit/(charge) relating to items that will not be reclassified to profit 1.5 (10.3)
or loss
Total items that will not be reclassified subsequently to profit or loss 28.4 58.9
Items that may be reclassified subsequently to profit or loss:
Exchange gain on translation of foreign operations 413.7 1.2
Exchange loss arising on disposal of foreign operations (1.4) -
Net investment hedges:
Exchange (loss)/gain on net investment hedge (188.1) 48.2
Gain/(loss) on derivatives in net investment hedging relationships 173.4 (42.4)
Cash flow hedges:
Fair value gain/(loss) arising on hedging instruments 33.3 (37.0)
Less: (loss)/gain reclassified from profit or loss (63.1) 91.5
Movement in cost of hedging reserve 1.8 (2.4)
Tax charge relating to items that may be reclassified subsequently to profit (8.2) (1.9)
or loss
Total items that may be reclassified subsequently to profit or loss 361.4 57.2
Other comprehensive income for the year 389.8 116.1
Total comprehensive income for the year 2,025.1 204.3
Total comprehensive income attributable to:
- Equity holders of the Company 2,015.4 191.3
- Non-controlling interests 9.7 13.0
Total comprehensive income for the year attributable to equity holders of the
Company:
- Continuing operations 497.2 147.4
- Discontinued operations(2) 1,518.2 43.9
2,015.4 191.3
1. Re-presented for discontinued operations (see note 3).
2. Discontinued operations include £26.4m relating to exchange
gain on translation of foreign operations and £1.4m exchange loss arising on
disposal of foreign operations.
Condensed Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2022
Share capital Share premium account Translation reserve Other reserves Retained earnings Total Non- controlling interests Total equity
£m £m £m £m £m £m £m £m
At 1 January 2021 1.5 1,878.8 (210.4) 1,973.8 1,807.3 5,451.0 177.0 5,628.0
Profit for the year - - - - 77.9 77.9 10.3 88.2
Exchange (loss)/gain on translation of foreign operations - - (1.5) - - (1.5) 2.7 1.2
Exchange gain on net investment hedge - - 48.2 - - 48.2 - 48.2
(Loss)/gain arising on derivative hedges - - (42.4) 52.1 - 9.7 - 9.7
Actuarial gain on defined benefit pension schemes - - - - 69.2 69.2 - 69.2
Tax relating to components of other comprehensive income - - (1.9) - (10.3) (12.2) - (12.2)
Total comprehensive income for the year - - 2.4 52.1 136.8 191.3 13.0 204.3
Dividends to non-controlling interests - - - - - - (8.6) (8.6)
Share award expense - - - 15.0 - 15.0 - 15.0
Transaction costs associated with share issuances - (0.2) - - - (0.2) - (0.2)
Own shares purchased - - - (2.5) - (2.5) - (2.5)
Transfer of vested LTIPs - - - (10.4) 10.4 - - -
Disposal of non-controlling interest - - - - 1.5 1.5 (1.5) -
Acquisition of non-controlling interest - - - - 101.7 101.7 108.2 209.9
At 31 December 2021 1.5 1,878.6 (208.0) 2,028.0 2,057.7 5,757.8 288.1 6,045.9
Profit for the year - - - - 1,631.5 1,631.5 3.8 1,635.3
Exchange gain on translation of foreign operations - - 407.8 - - 407.8 5.9 413.7
Exchange loss on net investment hedge - - (188.1) - - (188.1) - (188.1)
Gain arising on derivative hedges - - 173.4 (28.0) - 145.4 - 145.4
Foreign exchange recycling of disposed entities - - (1.4) - - (1.4) - (1.4)
Actuarial gain on defined benefit pension schemes - - - - 26.9 26.9 - 26.9
Tax relating to components of other comprehensive income - - (8.2) - 1.5 (6.7) - (6.7)
Total comprehensive income for the year - - 383.5 (28.0) 1,659.9 2,015.4 9.7 2,025.1
Dividends to shareholders - - - - (43.3) (43.3) - (43.3)
Dividends to non-controlling interests - - - - - - (9.5) (9.5)
- - - 17.5 - 17.5 - 17.5
Share award expense
Own shares purchased - - - (3.3) - (3.3) - (3.3)
Transfer of vested LTIPs - - - (11.1) 11.1 - - -
Share buyback (0.1) - - (74.9) (517.0) (592.0) - (592.0)
Acquisition of non-controlling interest - - - - - - 25.9 25.9
At 31 December 2022 1.4 1,878.6 175.5 1,928.2 3,168.4 7,152.1 314.2 7,466.3
Condensed Consolidated Balance Sheet
For the Year Ended 31 December 2022
At 31 December 2022 At 31 December 2021
£m £m
Notes
Non-current assets
Goodwill 5,880.3 5,717.0
Other intangible assets 2,972.7 2,883.6
Property and equipment 47.9 41.5
Right of use assets 208.0 199.3
Investments in joint ventures and associates 35.5 29.1
Other investments 262.7 6.1
Deferred tax assets 1.8 0.7
Retirement benefit surplus 55.8 15.5
Finance lease receivables 5.1 4.5
Other receivables 49.7 23.7
Derivative financial instruments 2.2 3.4
9,521.7 8,924.4
Current assets
Inventory 28.8 27.4
Trade and other receivables 460.4 358.8
Current tax asset 7.4 0.3
Cash and cash equivalents 2,125.8 884.8
Finance lease receivables 1.6 1.9
2,624.0 1,273.2
Total assets 12,145.7 10,197.6
Current liabilities
Borrowings 17 (398.4) -
Lease liabilities (30.2) (30.0)
Derivative financial instruments (1.1) (0.4)
Current tax liabilities (48.5) (73.6)
Provisions (30.1) (16.1)
Contingent consideration (4.1) (7.1)
Trade and other payables (661.9) (497.3)
Deferred income (834.5) (725.5)
(2,008.8) (1,350.0)
Non-current liabilities
Borrowings 17 (1,542.4) (2,022.6)
Lease liabilities (240.2) (235.9)
Derivative financial instruments (168.1) (40.7)
Deferred tax liabilities (532.9) (422.5)
Retirement benefit obligation (6.7) (13.9)
Provisions (32.5) (35.6)
Contingent consideration (129.2) (7.6)
Trade and other payables (16.3) (17.5)
Deferred income (2.3) (5.4)
(2,670.6) (2,801.7)
Total liabilities (4,679.4) (4,151.7)
Net assets 7,466.3 6,045.9
Share capital 19 1.4 1.5
Share premium account 19 1,878.6 1,878.6
Translation reserve 175.5 (208.0)
Other reserves 1,928.2 2,028.0
Retained earnings 3,168.4 2,057.7
Equity attributable to equity holders of the parent 7,152.1 5,757.8
Non-controlling interest 314.2 288.1
Total equity 7,466.3 6,045.9
These financial statements were approved by the Board of Directors and
authorised for issue on 8 March 2023 and signed on its behalf by
Stephen A.
Carter
Gareth Wright
Group Chief
Executive
Group Finance Director
Condensed Consolidated Cash Flow Statement
For the Year Ended 31 December 2022
2022 2021(1)
£m £m
Operating activities
Cash generated by continuing operations 18 560.0 507.5
Income taxes paid (71.7) (41.6)
Interest paid (91.1) (80.0)
Net cash inflow from operating activities - continuing operations 397.2 385.9
Net cash inflow from operating activities - discontinued operations 11 53.7 85.7
Net cash inflow from operating activities 450.9 471.6
Investing activities
Interest received 25.7 5.6
Dividends received from investments 1.8 2.8
Distributions received from investments 20.6 -
Purchase of property and equipment (14.5) (6.9)
Purchase of intangible software assets (37.9) (25.2)
Product development costs additions (15.1) (6.3)
Purchase of intangibles related to titles, brands and customer relationships (9.8) (3.3)
Acquisition of subsidiaries and operations, net of cash acquired 14 (315.1) (68.2)
Acquisition of investment - (7.6)
Acquisition of convertible bonds (22.2) -
Cash (outflow)/inflow from disposal of subsidiaries and operations 11 (2.8) 280.9
Net cash (outflow)/inflow from investing activities - continuing operations (369.3) 171.8
Net cash inflow/(outflow) from investing activities - discontinued operations 11 1,892.1 (10.4)
Net cash inflow from investing activities 1,522.8 161.4
Financing activities
Dividends paid to Shareholders 12 (43.3) -
Dividends paid to non-controlling interests 12 (9.5) (8.6)
Repayment of loans 16 (177.2) (0.1)
Repayment of borrowings acquired 16 (36.6) -
Borrowing fees paid 16 - (0.5)
Repayment of principal lease liabilities 16 (32.1) (35.6)
Finance lease receipts 16 1.5 1.9
Acquisition of non-controlling interests (1.5) (1.5)
Cash outflow from share buyback 19 (513.3) -
Cash outflow from purchase of shares for Trust (3.3) (2.5)
Cash outflow from issue of shares - (0.2)
Net cash outflow from financing activities - continuing operations (815.3) (47.1)
Net cash (outflow)/inflow from financing activities - discontinued operations 11 - -
Net cash outflow from financing activities (815.3) (47.1)
Net increase in cash and cash equivalents 1,158.4 585.9
Effect of foreign exchange rate changes 82.6 (0.5)
Cash and cash equivalents at beginning of the year 884.8 299.4
Cash and cash equivalents at end of the year 2,125.8 884.8
1. Re-presented for discontinued operations (see note 3).
Notes to the Condensed Consolidated Financial Statements
1. General Information
Informa PLC (the Company) is a company incorporated in the United Kingdom
under the Companies Act 2006 and is listed on the London Stock Exchange. The
Company is a public company limited by shares and is registered in England and
Wales with registration number 08860726. The address of the registered office
is 5 Howick Place, London SW1P 1WG.
The Consolidated Financial Statements as at 31 December 2022 and for the year
then ended comprise those of the Company and its subsidiaries and its
interests in joint ventures and associates (together referred to as the
Group).
These financial statements are presented in pounds sterling (GBP), which is
the currency of the primary economic environment in which the Group operates
and the functional currency of the Parent Company, Informa PLC.
2. Basis of preparation
The financial information for the year ended 31 December 2022 does not
constitute the statutory financial statements for that year, but is derived
from those audited financial statements for the year ended 31 December 2022
which will be published on www.informa.com. (http://www.informa.com/) While
the financial information in these Full Year Results has been prepared in
accordance with International Financial Reporting Standards (IFRS), these
results do not in isolation contain sufficient information to comply with
IFRS. Those financial statements have not yet been delivered to the Registrar
of Companies, but include the auditor's report which was unqualified and did
not contain a statement under Section 498 (2) or (3) of the Companies Act
2006.
The directors have considered the company's ability to be a going concern over
the period to June 2024 based on the Group's financial plan, a downside
scenario and a reverse stress test.
Under the financial plan, the Group maintains liquidity headroom of more than
£1.8bn. To consider a downside scenario, the directors applied separately and
in aggregate the four scenarios used in viability modelling to the financial
plan. In each case, the Group maintains liquidity headroom of £1.5bn. For the
reverse stress test, the directors assessed what would happen to liquidity if
there were no gross profits between April 2023 and June 2024. We believe this
is an extremely remote scenario. Nonetheless, the Group would maintain a
minimum liquidity headroom of £0.2bn in June 2024. The results of all these
scenarios take into account the post balance sheet events business combination
in note 21.
Based on these results, the directors believe the Group is well placed to
manage its financing and other business risks in a satisfactory way. The
directors have been able to form a reasonable expectation that the Group has
adequate resources to continue in operation for at least twelve months from
the signing date of this Annual Report and Accounts, and consider it
appropriate to adopt the going concern basis of accounting in preparing the
financial statements.
The Group has no commercial entities in Russia and Belarus and less than 0.1%
of 2022 revenues were generated around the world from entities based in Russia
or Belarus. As of the date of publication therefore, our assessment is that
the continued challenges within Ukraine and the broader region are not likely
to give rise to a material financial impact, and so this does not alter the
going concern conclusion presented.
The accounting policies, significant judgements and key sources of estimation
adopted in the preparation of the financial information are consistent with
those applied by the Group in its Consolidated Financial Statements for the
year ended 31 December 2021, subject to new accounting standards, and are
disclosed in full in the audited financial statements for the year ended 31
December 2022 which will be published on www.informa.com
(http://www.informa.com/) .
3. Re-presentation
Re-presentation of Income Statement and Cash Flow relating to discontinued
operations
The previously reported Consolidated Income Statement and Consolidated Cash
Flow Statement for the year ended 31 December 2021 have been re-presented to
show results for continuing and discontinued operations following the disposal
of Pharma Intelligence on 1 June 2022, EPFR on 3 October 2022 and Maritime
Intelligence on 1 December 2022 (see note 11).
Consolidated Income Statement for the year ended 31 December 2021 As previously reported Discontinued operations(1) Re-presented
£m £m £m
Continuing operations
Revenue 1,798.7 (215.4) 1,583.3
Net operating expenses before adjusting items (1,413.3) 140.2 (1,273.1)
Share of results of joint ventures and associates 3.0 - 3.0
Adjusted operating profit 388.4 (75.2) 313.2
Adjusting items expenses in operating profit (294.6) 15.8 (278.8)
Operating profit 93.8 (59.4) 34.4
Profit/loss on disposal of subsidiaries and operations 111.1 0.7 111.8
Finance income 5.7 - 5.7
Finance costs (73.5) - (73.5)
Profit before tax 137.1 (58.7) 78.4
Tax charge (48.9) 14.8 (34.1)
Profit for the period from continuing operations 88.2 (43.9) 44.3
Discontinued operations
Profit for the period from discontinued operations - 43.9 43.9
Profit for the year 88.2 - 88.2
1. See note 11
As previously reported Discontinued operations(1) Re-presented
Consolidated Cash Flow Statement for the year ended 31 December 2021
Note £m £m £m
Operating activities
Cash generated by operations 593.2 (85.7) 507.5
Income taxes paid (41.6) - (41.6)
Interest paid (80.0) - (80.0)
Net cash inflow from operating activities - continuing operations 471.6 (85.7) 385.9
Net cash outflow from operating activities - discontinued operations 11 - 85.7 85.7
Net cash inflow from operating activities 471.6 - 471.6
Purchase of intangible software assets (27.3) 2.1 (25.2)
Product development cost additions (14.6) 8.3 (6.3)
Acquisition of subsidiaries and operations, net of cash acquired (68.2) - (68.2)
Proceeds from disposal of subsidiaries and operations 280.9 - 280.9
Net cash inflow from other investing activities (9.4) - (9.4)
Net cash inflow from investing activities from continuing operations 161.4 10.4 171.8
Net cash outflow from investing activities from discontinued operations 11 - (10.4) (10.4)
Net cash inflow from investing activities 161.4 - 161.4
Net cash outflow from financing activities from continuing operations (47.1) - (47.1)
Net cash outflow from financing activities from discontinued operations 11 - - -
Net cash outflow from financing activities (47.1) - (47.1)
Net increase in cash and cash equivalents 585.9 - 585.9
Effect of foreign exchange rate changes (0.5) - (0.5)
Cash and cash equivalents at beginning of the period 299.4 - 299.4
Cash and cash equivalents at end of the year 884.8 - 884.8
1. See note 11.
Re-presentation of 2021 Connect revenue by type and business segments
Curinos, IGM and Zephyr have been transferred from the Intelligence Division
to the Connect Division following the divestment of the Intelligence
businesses in 2022. 2021 has been re-presented in notes 4 and 5 to reflect
this change.
4. Revenue
An analysis of the Group's revenue by type is set out below.
Following the divestment of the Pharma Intelligence, EPFR and Maritime
Intelligence businesses, Informa Intelligence has been reclassified as a
discontinued operation and the revenue information of the Informa Intelligence
division is disclosed in note 11. The retained elements of the Intelligence
Division; Curinos, IGM and Zephyr have transferred to the Connect Division.
Industry Dive, which was acquired on 1 September 2022, has been included
within the Tech Division.
Year ended 31 December 2022
Informa Markets Informa Informa Connect Taylor & Sub-total Other(2)
Tech Francis Total
£m £m £m £m £m £m £m
Continuing operations
Exhibitor 715.1 63.5 41.6 - 820.2 - 820.2
Subscriptions 28.0 57.2 121.6 325.9 532.7 - 532.7
Transactional sales 5.4 27.5 37.8 266.8 337.5 - 337.5
Attendee 60.4 51.5 109.4 - 221.3 - 221.3
Marketing and advertising services 76.8 85.2 21.2 0.9 184.1 - 184.1
Sponsorship 66.4 35.9 64.3 - 166.6 - 166.6
Total 952.1 320.8 395.9 593.6 2,262.4 - 2,262.4
Year ended 31 December 2021 (re-presented)
Informa Informa Informa Taylor & Sub- total Other(2)
Markets Tech Connect(1) Francis Total(3)
£m £m £m £m £m £m £m
Continuing operations
Exhibitor 435.8 18.7 14.1 - 468.6 - 468.6
Subscriptions 24.8 51.6 88.2 307.1 471.7 30.3 502.0
Transactional sales 10.7 28.6 20.3 237.6 297.2 1.2 298.4
Attendee 30.7 19.7 57.4 - 107.8 - 107.8
Marketing and advertising services 64.9 25.6 15.7 0.7 106.9 0.1 107.0
Sponsorship 41.6 21.7 36.2 - 99.5 - 99.5
Total 608.5 165.9 231.9 545.4 1,551.7 31.6 1,583.3
1. Re-presented for the transfer of the Curinos, IGM and Zephyr
businesses from Informa Intelligence to Informa Connect. See note 3.
2. The 'Other' column represents the Barbour EHS, Barbour ABI and
Asset Intelligence brands that were disposed of in 2021 from the Intelligence
business. The disposal of these businesses does not meet the definition of
being classified as a discontinued operation and are therefore included within
continuing operations.
3. The comparatives for the year ended 31 December 2021 have been
re-presented to reflect the reclassification of the Informa Intelligence
division as a discontinued operation.
5. Business segments
The Group has identified reportable segments based on financial information
used by the Directors in allocating resources and making strategic decisions.
We consider the chief operating decision maker to be the Executive Directors.
The Group's four identified reportable segments under IFRS 8 Operating
Segments are as described in the Strategic Report are Informa Markets, Informa
Tech, Informa Connect and Taylor & Francis. There is no difference between
the Group's operating segments and the Group's reportable segments. Other
comprises the results of Barbour EHS, Barbour ABI and Asset Intelligence
businesses which was disposed of from the Intelligence Division in 2021.
Following the divestment of the Pharma Intelligence, EPFR and Maritime
Intelligence businesses, Informa Intelligence has been reclassified as a
discontinued operation and the segmental information of the Informa
Intelligence division is disclosed in note 11. Accordingly, the retained
elements of the Intelligence Division, Curinos, IGM and Zephyr have
transferred into the Connect Division. Industry Dive, which was acquired on 1
September 2022, has been included within the Tech Division.
Segment revenue and results
The Group's primary internal Income Statement performance measures for
continuing business segments are revenue and adjusted operating profit. A
reconciliation of adjusted operating profit to statutory operating profit and
profit before tax is provided below:
Year ended 31 December 2022
Informa Markets Informa Tech Informa Connect Taylor & Francis Sub-total Other Total
£m £m £m £m £m £m £m
Revenue 952.1 320.8 395.9 593.6 2,262.4 - 2,262.4
Adjusted operating profit/(loss) before joint ventures and associates(1) 169.4 61.5 56.2 207.1 494.2 - 494.2
Share of adjusted results of joint ventures and associates 2.1 - - - 2.1 - 2.1
Adjusted operating profit/(loss) 171.5 61.5 56.2 207.1 496.3 - 496.3
Intangible asset amortisation(2) (168.7) (27.0) (26.8) (52.8) (275.3) - (275.3)
Impairment - acquisition-related and other intangibles (6.7) - (0.2) - (6.9) - (6.9)
Impairment - IFRS 16 right of use assets 2.5 0.3 (3.6) 0.9 0.1 - 0.1
Impairment - property and equipment 0.4 0.1 - 0.2 0.7 - 0.7
Acquisition costs (note 7) (0.1) (11.1) (0.3) (0.3) (11.8) - (11.8)
Integration costs (note 7) (0.4) (1.7) (8.3) 0.2 (10.2) (10.2)
Restructuring and reorganisation costs (note 7) 2.3 0.8 (2.2) 0.7 1.6 - 1.6
Onerous contracts associated with COVID-19 (note 7) (5.0) 0.5 (0.2) - (4.7) - (4.7)
Subsequent remeasurement of contingent consideration (note 7) (0.1) (3.7) - (1.9) (5.7) - (5.7)
Operating profit/(loss) (4.3) 19.7 14.6 154.1 184.1 - 184.1
Profit on disposal of subsidiaries and operations (note 15) 11.6
Distributions received from investments 20.6
Fair value loss on investments (0.9)
Finance income (note 8) 27.5
Finance costs (note 9) (74.1)
Profit before tax 168.8
1. Adjusted operating profit before joint ventures and
associates included the following amounts for depreciation and other
amortisation: £33.8m for Informa Markets, £16.3m for Informa Connect, £4.0m
for Informa Tech and £17.6m for Taylor & Francis.
2. Excludes acquired intangible product development and
software amortisation.
Year ended 31 December 2021 (re-presented)
Informa Markets Informa Tech Informa Connect(3) Taylor & Francis Sub-total Other(4) Total(5)
£m £m £m £m £m £m £m
Revenue 608.5 165.9 231.9 545.4 1,551.7 31.6 1,583.3
Adjusted operating profit/(loss) before joint ventures and associates(1) 64.4 11.2 17.3 204.1 297.0 13.2 310.2
Share of adjusted results of joint ventures and associates 3.0 - - - 3.0 - 3.0
Adjusted operating profit/(loss) 67.4 11.2 17.3 204.1 300.0 13.2 313.2
Intangible asset amortisation(2) (167.4) (18.6) (21.6) (50.2) (257.8) (4.0) (261.8)
Impairment - acquisition-related and other intangibles (7.8) - (0.1) - (7.9) - (7.9)
Impairment - IFRS 16 right of use assets (1.6) (3.3) (2.3) (1.3) (8.5) (0.7) (9.2)
Impairment - property and equipment (0.4) (1.7) (0.6) (0.2) (2.9) (0.2) (3.1)
Acquisition costs (note 7) (0.3) (2.0) (0.2) (0.2) (2.7) - (2.7)
Integration costs (note 7) (4.6) 0.1 (2.8) - (7.3) - (7.3)
Restructuring and reorganisation costs (note 7) 1.9 (4.5) (1.0) 0.6 (3.0) (0.2) (3.2)
One-off insurance credits associated with COVID-19 23.6 - - - 23.6 - 23.6
Onerous contracts associated with COVID-19 (note 7) (1.5) (9.7) - (9.7)
(7.8) (0.4) -
Subsequent remeasurement of contingent consideration (note 7) 0.8 (0.6) (3.9) - (3.7) (0.1) (3.8)
VAT credits 6.3 - - - 6.3 - 6.3
Operating profit/(loss) (89.9) (19.8) (16.7) 152.8 26.4 8.0 34.4
Profit on disposal of subsidiaries and operations (note 15) 111.8
Finance income (note 8) 5.7
Finance costs (note 9) (73.5)
Profit before tax 78.4
1. Adjusted operating profit before joint ventures and
associates included the following amounts for depreciation and other
amortisation: £33.5m for Informa Markets, £13.6m for Informa Connect, £3.2m
for Informa Tech, £16.9m for Taylor & Francis and £1.3m for Other.
2. Excludes acquired intangible product development and
software amortisation.
3. Re-presented for the transfer of the Curinos, IGM and
Zephyr businesses from Informa Intelligence to Informa Connect. See note 3.
4. The 'Other' column represents the Barbour EHS, Barbour ABI
and Asset Intelligence brands that were disposed of from the Intelligence
Division in 2021. The disposal of these businesses does not meet the
definition for being classified as a discontinued operation and are therefore
included within continuing operations.
5. The comparatives for the year ended 31 December 2021 have
been re-presented to reflect the reclassification of the Informa Intelligence
division as a discontinued operation.
6. Operating profit
Operating profit for continuing operations has been arrived at after
charging/(crediting):
Adjusted results Adjusting items Statutory results Adjusted results Adjusting items Statutory results
2022 2022 2022 2021(1) 2021(1) 2021(1)
Notes £m £m £m £m £m £m
Cost of sales (excluding staff costs, depreciation and COVID adjusting items) 778.3 - 778.3 530.1 - 530.1
Staff costs (excluding adjusting items) 745.8 - 745.8 567.5 - 567.5
Amortisation of other intangible assets 35.2 275.3 310.5 31.6 261.8 293.4
Impairment - acquisition-related and other intangibles 7 - 6.9 6.9 - 7.9 7.9
(Reversal)/impairment - IFRS 16 right of use assets 7 - (0.1) (0.1) - 9.2 9.2
(Reversal)/impairment - property and equipment - (0.7) (0.7) - 3.1 3.1
Depreciation - property and equipment 11.7 - 11.7 12.7 - 12.7
Depreciation - IFRS 16 right of use assets 24.8 - 24.8 24.2 - 24.2
Acquisition costs 7 - 11.8 11.8 - 2.7 2.7
Integration costs 7 - 10.2 10.2 - 7.3 7.3
Restructuring and reorganisation costs 7 - (1.6) (1.6) - 3.2 3.2
One-off insurance credits associated with COVID-19 - - - - (23.6) (23.6)
Onerous contracts associated with COVID-19 7 - 4.6 4.6 - 9.7 9.7
Subsequent remeasurement of contingent consideration 7 - 5.7 5.7 - 3.8 3.8
VAT credits 7 - - - - (6.3) (6.3)
Net foreign exchange gain 5.0 - 5.0 (0.3) - (0.3)
Auditor's remuneration for audit services 3.9 - 3.9 3.8 - 3.8
Other operating expenses 163.5 - 163.5 103.5 - 103.5
Total net operating expenses before share of joint ventures and associates 1,768.2 312.1 2,080.3 1,273.1 278.8 1,551.9
1. Re-presented to reflect the reclassification of the
Informa Intelligence division as a discontinued operation.
7. Adjusting items
The Board considers certain items should be recognised as adjusting items (see
Glossary on page 56) since, due to their nature or infrequency, such
presentation is relevant to an understanding of the Group's performance. These
items do not relate to the Group's underlying trading and are adjusted from
the Group's adjusted operating profit measure. The items do not relate to the
Group's underlying trading for the reasons outlined below the table. The
following charges/(credits) in respect of continuing operations are presented
as adjusting items and within note 11 in relation to adjusting items relating
to discontinued operations:
2022 2021(2)
Notes £m £m
Continuing operations
Intangible amortisation and impairment
Intangible asset amortisation(1) 275.3 261.8
Impairment - acquisition-related and other intangible assets 6.9 7.9
(Reversal)/impairment - IFRS 16 right of use assets (0.1) 9.2
(Reversal)/impairment - property and equipment (0.7) 3.1
Acquisition costs 11.8 2.7
Integration costs 10.2 7.3
Restructuring and reorganisation costs (1.6) 3.2
One-off insurance credits associated with COVID-19 - (23.6)
Onerous contracts associated with COVID-19 4.7 9.7
Subsequent remeasurement of contingent consideration 5.7 3.8
VAT credits - (6.3)
Adjusting items in operating profit/loss from continuing operations 312.2 278.8
Profit on disposal of subsidiaries and operations 15 (11.6) (111.8)
Distributions received from investments (20.6) -
Fair value loss on investments 0.9 -
Finance costs 9 1.3 -
Adjusting items in profit/loss before tax from continuing operations 282.2 167.0
Tax related to adjusting items 10 (54.5) (2.6)
Adjusting items in profit/loss for the year from continuing operations 227.7 164.4
1. Intangible asset amortisation is in respect of acquired
intangibles and excludes amortisation of software and product development.
2. Re-presented for discontinued operations (see note 3).
The principal adjusting items are in respect of the following:
· Intangible asset amortisation - the amortisation charges in
respect of intangible assets acquired through business combinations or the
acquisition of trade and assets. The charge is not considered related to the
underlying performance of the Group and it can fluctuate materially
period-on-period as and when new businesses are acquired or disposed. The
charge is therefore treated as an adjusting item due to its nature in order to
provide comparability of underlying results to prior period. The trading
results generated from the acquired assets are included in the adjusting
results from the date of acquisition.
· Impairment of acquisition-related intangible assets - the Group
tests for impairment on an annual basis or more frequently when an indicator
exists. Impairment charges are separately disclosed and excluded from adjusted
results. Impairment charges have been classified as adjusting items based on
them being one-off in nature and not considered to be part of the usual
underlying costs of the Group and to provide comparability of underlying
results to prior periods.
· (Reversal)/impairment of right of use assets and vacant property
and finance lease modification costs and credits mainly relate to the
permanent closure or re-opening of previously impaired office properties.
Reversals of impairments will also take place where there is a realistic
prospect of obtaining a sublease where there may not have been previously.
These have been classified as adjusting items based on them being infrequent
in nature and not being considered to be part of the usual underlying costs of
the Group and to provide comparability of underlying results to prior periods.
· Acquisition and integration - costs incurred in acquiring and
integrating share and asset acquisitions. These are classified as adjusting
items as these costs relate to M&A activity which is not considered to be
part of the usual underlying costs of the Group and in order to provide
comparability of underlying results to prior periods or, in the case of
integration costs, because they are part of a planned programme that is
monitored and with a finite life, and therefore they are adjusted to provide
comparability to prior periods.
· Restructuring and reorganisation - costs incurred by the Group in
business restructuring and operating model changes. This includes specific and
non-recurring legal costs, property and lease modification costs which arose
from the permanent closure of office properties and costs associated with
restructuring of the Intelligence Division and subsequent the movement of IGM,
Zephyr and Curinos businesses into the Connect Division. Restructuring and
reorganisation costs are reported as adjusting items when they relate to
specific initiatives following reviews of our organisational operations during
the period and are adjusted to provide comparability to prior periods.
· One-off insurance credits associated with COVID-19 relate to
insurance receipts for events which were cancelled due to the pandemic. These
credits relate to costs recorded as adjusting items in previous periods and
therefore they are adjusted to provide comparability to prior periods
· Onerous contracts associated with COVID-19 relate to onerous
contract costs for events which have been cancelled or postponed and where
such costs cannot be recovered. The costs largely relate to venue, marketing
and event set-up costs. These costs are infrequent and fluctuate from period
to period and therefore they are adjusted to provide comparability to prior
periods.
· Subsequent remeasurement of contingent consideration is
recognised in the year as a charge or credit to the Consolidated Income
Statement unless qualifying as a measurement period adjustment arising within
one year from the acquisition date. These are classified as adjusting items as
these costs arise as a result of acquisitions and are not considered to be
part of the underlying operations of the Group and are adjusted to provide
comparability to prior periods.
· VAT credits relate to the release of a provision for VAT
penalties. These credits are considered to be one-off in nature with the
initial VAT cost recorded as an adjusting item and they are adjusted to
provide comparability to prior periods.
· Fair value loss/(gain) on investments is the loss, or gain, as a
result of a decline, or increase, in the fair value of investments held. This
is classified as an adjusting item as is not considered related to the
underlying trading operations and performance of the Group and therefore are
adjusted to provide comparability to prior periods.
· Profit on disposal of subsidiaries and operations relate to the
profit on disposal of businesses (see note 15). These are classified as
adjusting items as these profits relate to disposals and are not considered to
be part of the underlying operations of the Group and are adjusted to provide
comparability to prior periods.
· Distributions from investments are considered to be one-off in
nature and are not considered to be part of the underlying operations of the
Group and are adjusted to provide comparability to prior periods.
· The tax items relate to the tax effect on the items above and
adjusting tax items which are analysed in note 10. These are treated as
adjusting items in alignment with classification of the items above.
8. Finance income
2022 2021
£m £m
Interest income on bank deposits 25.3 2.4
Interest income from loans receivable 1.7 2.9
Interest income finance lessor leases 0.3 0.2
Fair value gain on financial instruments through the Income Statement 0.2 0.2
Total finance income 27.5 5.7
9. Finance costs
2022 2021
£m £m
Interest expense on borrowings and loans(1) 61.1 59.1
Interest on IFRS 16 leases 11.0 10.4
Interest cost on pension scheme net liabilities 0.7 1.5
Total interest expense 72.8 71.0
Non-income taxes in relation to intra-group financing 0.2 2.2
Fair value gain/(loss) on financial instruments through the Income Statement (0.2) 0.3
Financing costs before adjusting items 72.8 73.5
Adjusting items(2) 1.3 -
Total finance costs 74.1 73.5
1. Included in interest expense above is the amortisation of debt
issue costs of £4.0m (2021: £3.5m).
2. The adjusting item for finance costs in 2022 relates to the
finance fees associated with the early repayment of debt (see note 17).
10. Taxation
The tax charge/(credit) comprises:
2022 2021
£m £m
Current tax:
UK 15.0 0.5
Continental Europe 16.0 7.3
US 202.2 19.6
China 2.8 12.7
Rest of world 8.8 2.1
Total current tax 244.8 42.2
Deferred tax:
Current year 68.1 (1.9)
Credit arising from tax rate changes (1.3) 8.6
Total deferred tax 66.8 6.7
Tax charge on profit on ordinary activities from continuing and discontinued
operations
Tax charge relating to continuing operations 26.7 34.1
Tax charge relating to discontinued operations (see note 11 and 15) 284.9 14.8
Tax charge on profit on ordinary activities from continuing and discontinued 311.6 48.9
operations
( )
The tax on adjusting items within the Consolidated Income Statement relates to
the following:
Gross 2022 Tax 2022 Gross 2021 Tax
2021
Notes £m £m £m £m
Intangible assets amortisation 7 (275.3) 63.4 (261.8) 54.1
Benefit of goodwill amortisation for tax purposes only - (13.1) - (14.2)
Impairment of intangibles and goodwill 7 (6.9) 1.5 (7.9) 1.7
Impairment of IFRS 16 right of use assets 7 0.1 0.3 (9.2) 2.0
Impairment of property and equipment 7 0.7 (0.1) (3.1) 0.8
Acquisition and integration-related costs 7 (22.0) 3.7 (10.0) 2.6
Restructuring and reorganisation costs 7 1.6 (0.1) (3.2) 0.3
One-off insurance credits associated with COVID-19 - - 23.6 (6.1)
Onerous contracts associated with COVID-19 7 (4.7) 1.1 (9.7) 2.0
Subsequent remeasurement of contingent consideration 7 (5.7) - (3.8) -
VAT credits 7 - - 6.3 -
Profit/(loss) on disposal of subsidiaries and operations 15 11.6 - 111.8 (40.6)
Fair value loss on investments (0.9) - - -
Distributions received from investments 7 20.6 (2.5) - -
Finance costs 7 (1.3) 0.3 - -
Total tax on adjusting items from continuing operations (282.2) 54.5 (167.0) 2.6
The current and deferred tax are calculated on the estimated assessable profit
for the year. Taxation is calculated in each jurisdiction based on the
prevailing rates of that jurisdiction. A reconciliation of the actual tax
expense to the expected tax expense at the applicable statutory rate is shown
below:
2022 2021
£m % £m %
Profit/(loss) before tax from continuing operations 168.8 78.4
Profit/(loss) before tax from discontinued operations 1,778.1 58.7
Total profit/(loss) before tax 1,946.9 137.1
Tax charge/(credit) at effective UK statutory rate of 19.0% (2021: 19.0%) 369.9 19.0 26.0 19.0
Different tax rates on overseas profits 80.1 4.0 25.3 18.5
Disposal-related items (see note 15) (128.9) (6.6) 10.6 7.7
Non-deductible expenditure 5.4 0.3 6.6 4.8
Non-taxable income (2.9) (0.1) (1.3) (0.9)
Benefits from financing structures (8.1) (0.4) (6.7) (4.9)
Tax incentives (2.1) (0.1) (2.4) (1.8)
Adjustments for prior years (6.5) (0.3) (14.8) (10.8)
Net movement in provisions for uncertain tax positions 6.5 0.3 (6.6) (4.8)
Impact of changes in tax rates (1.3) (0.1) 8.5 6.2
Movements in deferred tax not recognised (0.5) - 3.7 2.7
Tax charge/(credit) and effective rate for the year 311.6 16.0 48.9 35.7
( )
In addition to the income tax charge to the Consolidated Income Statement, a
tax credit/charge of £6.7m (2021: charge of £12.2m) has been recognised
directly in the Consolidated Statement of Comprehensive Income during the
year.
Current tax liabilities include £48.6m (2021: £42.1m) in respect of
provisions for uncertain tax positions.
On 20 December 2021, the OECD published their proposals in relation to Global
Anti-Base Erosion Rules, which provide for an internationally co-ordinated
system of taxation to ensure that large multinational groups pay a minimum
level of corporate income tax in countries where they operate. In January
2022, the UK government reconfirmed its intention to introduce legislation to
give effect to the OECD proposals. The new rules are expected to take effect
from 2024 onwards.
There remains uncertainty with respect to the detailed operation of the rules
and their impact. Further details and guidance are due in the course of 2023.
From an initial review of Informa's business and tax profile, we do not expect
the rules to have a material impact on the group's tax rate or tax payments.
There is no impact on the Group's results for 2022.
11. Discontinued operations
Pharma Intelligence
On 10 February 2022, the Group announced a binding agreement to divest Pharma
Intelligence to Warburg Pincus, with the sale completing on 1 June 2022.
Pharma Intelligence has therefore been presented as a discontinued operation.
The total consideration, including estimated working capital, was £1.83bn of
which £1.66bn was received in cash and £167m represented the fair value of
the 15% shareholding in the newly formed entity which holds the equity
interest of Pharma Intelligence. The profit on disposal, before tax, was
£1.35bn (see note 15).
Pharma Intelligence was the largest business within the Informa Intelligence
division and was a leading provider of specialist intelligence and data for
Clinical Trials, Drug Development and Regulatory Compliance.
EPFR
On 19 July 2022, the Group announced a binding agreement to divest EPFR to
Montagu, with the sale completing on 3 October 2022. EPFR has therefore been
presented as a discontinued operation. The total consideration, including
estimated working capital, was £165.2m, all of which was received in cash.
The profit on disposal, before tax, was £111.1m (see note 15).
EPFR provides fund flows and asset allocation data to financial institutions
around the world. Tracking over 142,000 traditional and alternative funds
domiciled globally with more than $52.5 trillion in total assets, EPFR
delivers a complete picture of institutional and retail investor flows and
fund manager allocations driving global markets. Its market leading data
services include daily, weekly and monthly equity and fixed income fund flows
and monthly fund allocations by country, sector, and industry.
Maritime Intelligence
On 4 August 2022, the Group announced a binding agreement to divest Maritime
Intelligence to Montagu, with the sale completing on 1 December 2022. Maritime
Intelligence has therefore been presented as a discontinued operation. The
total consideration, including estimated working capital, was £377.4m of
which £302.5m was received in cash and £74.9m represented the fair value of
the shareholding in Maritime Intelligence. Informa retains a 20% equity and
23.5% preference shares holding in the business. The equity of £2.0m is
accounted for as an associate and the preference shares of £72.9m are an
other investment. The profit on disposal, before tax, was £277.0m (see note
15).
Maritime Intelligence is at the heart of global seaborne transport and trade,
providing the information needed by professionals at the right time and in the
right format, to help them make better decisions, more quickly. Under the
brand Lloyd's List Intelligence, it provides business critical real-time data,
insights and analytics that help power global shipping operations and risk and
compliance management.
Results from discontinued operations
Following the divestment of Pharma Intelligence, EPFR and Maritime
Intelligence and the transfer of Curinos, IGM and Zephyr into the Connect
division, the Informa Intelligence division has been reclassified as a
discontinued operation. The financial performance of the Informa Intelligence
business in the current and prior years is presented below:
Income statement - discontinued operations
2022 2021
Notes £m £m
Revenue 126.9 215.4
Net operating expenses before adjusting items (88.2) (140.2)
Adjusted operating profit 38.7 75.2
Adjusting items in operating profit (0.9) (15.8)
Operating profit 37.8 59.4
Profit/(loss) on disposal of subsidiaries and operations 15 1,740.3 (0.7)
Profit before tax 1,778.1 58.7
Tax charge on adjusted profit before tax (9.2) (17.8)
Tax (charge)/credit related to adjusting items (275.7) 3.0
Tax charge (284.9) (14.8)
Profit for the year from discontinued operations 1,493.2 43.9
Net profit from discontinued operations, net of tax (attributable to owners of 1,493.2 43.9
the Company)
Earnings per share from discontinued operations
Basic (p) 102.5 2.9
Diluted (p) 102.0 2.9
Adjusting items for discontinued operations
2022 2021
Notes £m £m
Intangible asset amortisation 0.4 6.6
Impairment - IFRS 16 right of use assets (0.5) 2.6
Impairment - property and equipment - 1.3
Acquisition costs 0.1 0.6
Integration costs 1.1 1.3
Restructuring and reorganisation costs (0.2) 3.0
Subsequent remeasurement of contingent consideration - 0.4
Adjusting items in operating profit 0.9 15.8
(Profit)/loss on disposal of subsidiaries and operations (1,740.3) 0.7
Adjusting items in profit before tax (1,739.4) 16.5
Tax related to adjusting items in operating profit - (3.0)
Tax related to adjusting items on disposal 15 275.7 -
Tax related to adjusting items 275.7 (3.0)
Adjusting items in profit for the period from discontinued operations (1,463.7) 13.5
Cash flow statement - discontinued operations
2022 2021
£m £m
Profit before tax 1,778.1 58.7
Adjustments for:
Depreciation of property and equipment - -
Amortisation of other intangible assets 3.5 15.6
Impairment - property and equipment - 1.3
Impairment - IFRS 16 right of use assets 2.7
Finance lease modifications - (0.1)
(Profit)/loss on disposal of subsidiaries and operations (1,740.3) 0.7
Loss on disposal of property and equipment - 0.1
Operating cash inflow before movements in working capital 41.3 79.0
Working capital movement 13.4 6.7
Cash generated by discontinued operations 54.7 85.7
Income taxes paid (1.0) -
Net cash inflow from operating activities 53.7 85.7
Purchase of property, plant and equipment (0.1) -
Purchase of intangible software assets (0.7) (2.1)
Product development cost additions (6.7) (8.3)
Proceeds from disposal of subsidiaries and operations, gross of taxation paid 2,104.0 -
Taxation paid on proceeds from disposal of subsidiaries and operations (204.4) -
Net cash inflow/(outflow) from investing activities 1,892.1 (10.4)
Net cash inflow/(outflow) from financing activities - -
Net increase in cash generated by discontinued operations 1,945.8 75.3
12. Dividends
2022 2022 2021 2021
Pence per share £m Pence per share £m
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 31 December 2021 - -
Interim dividend for the year ended 31 December 2022 3.0 43.4 -
Final dividend for the year ended 31 December 2020 - -
Interim dividend for the year ended 31 December 2021 - -
Proposed final dividend for the year ended 31 December 2022 6.8 96.5
As at 31 December 2022 £0.2m (2021: £0.2m) of dividends were still to be
paid, and total dividend payments in the year were £43.3m (2021: £nil). The
proposed final dividend for the year ended 31 December 2022 of 6.8p (2021:
nil) per share is subject to approval of Shareholders at the Annual General
Meeting and has not been included as a liability in these financial
statements. The payment of this dividend will not have any tax consequences
for the Group.
In the year ended 31 December 2022 there were dividend payments of £9.5m
(2021: £8.6m) to non-controlling interests.
13. Earnings per share
Basic
The basic earnings per share calculation is based on the profit/(loss)
attributable to equity Shareholders of the parent divided by the weighted
average number of shares in issue less those shares held by the Employee Share
Trust and ShareMatch.
Diluted
The diluted earnings per share calculation is based on the basic EPS
calculation above except that the weighted average number of shares includes
all potentially dilutive options granted by the reporting date as if those
options had been exercised on the first day of the accounting period or the
date of the grant, if later. In 2022 there were no (2021: nil) potential
ordinary shares which were anti-dilutive and therefore excluded from the
weighted average number of ordinary shares for the purpose of calculating
diluted earnings per share.
Weighted average number of shares
The table below sets out the adjustment in respect of dilutive potential
ordinary shares for use in the calculation of diluted EPS and diluted adjusted
EPS:
2022 2021
Weighted average number of shares used in basic and adjusted basic earnings 1,456,167,252 1,500,952,369
per share
Effect of dilutive potential ordinary shares 8,117,003 9,266,841
Weighted average number of shares used in diluted and adjusted diluted 1,464,284,255 1,510,219,210
earnings per share
Statutory earnings per share from continuing operations Earnings 2022 Per share amount 2022 Earnings Per share amount 2021
2021
£m Pence £m Pence
Profit/(loss) for the year 1,635.3 88.2
Adjustments to exclude profit for the period from discontinued operations (1,493.2) (43.9)
Earnings from continuing operations and EPS for the purpose of basic EPS 142.1 44.3
Non-controlling interests (3.8) (10.3)
Earnings from continuing operations and EPS for the purpose of statutory basic 138.3 9.5 34.0 2.3
EPS
Effect of dilutive potential ordinary shares (p) - (0.1) - -
Earnings from continuing operations and EPS for the purpose of statutory 138.3 9.4 34.0 2.3
diluted EPS
( )
Statutory earnings per share from discontinued operations Earnings 2022 Per share amount 2022 Earnings Per share amount 2021
2021
£m Pence £m Pence
Profit/(loss) for the year 1,493.2 43.9
Non-controlling interests - -
Earnings from discontinued operations and EPS for the purpose of statutory 1,493.2 102.5 43.9 2.9
basic EPS
Effect of dilutive potential ordinary shares (p) - (0.5) - -
Earnings from discontinued operations and EPS for the purpose of statutory 1,493.2 102.0 43.9 2.9
diluted EPS
Statutory earnings per share from continuing and discontinued operations Earnings 2022 Per share amount 2022 Earnings Per share amount 2021
2021
£m Pence £m Pence
Profit/(loss) for the year 1,635.3 88.2
Non-controlling interests (3.8) (10.3)
Earnings and EPS for the purpose of statutory basic EPS 1,631.5 112.0 77.9 5.2
Effect of dilutive potential ordinary shares (p) - (0.6) - -
Earnings from continuing and discontinued operations and EPS for the purpose 1,631.5 111.4 77.9 5.2
of statutory diluted EPS
( )
Adjusted earnings per share
In addition to basic EPS, adjusted diluted EPS has been calculated to provide
useful additional information on underlying earnings performance. Adjusted
diluted EPS is based on profit attributable to equity Shareholders which has
been adjusted to exclude items that, in the opinion of the Directors, would
distort underlying results with the items detailed in note 7.
Adjusted earnings per share from continuing operations Earnings 2022 Per share amount 2022 Earnings 2021 Per share amount 2021
£m Pence £m Pence
Earnings for the purpose of statutory basic EPS/statutory basic EPS (p) 138.3 9.5 34.0 2.3
Adjusting items (note 7):
Intangible asset amortisation 275.3 18.9 261.8 17.5
Impairment - acquisition-related and other intangible assets 6.9 0.5 7.9 0.5
Impairment - IFRS 16 right of use assets (0.1) - 9.2 0.6
Impairment - property and equipment (0.7) (0.1) 3.1 0.2
Acquisition and integration costs 22.0 1.5 10.0 0.7
Restructuring and reorganisation costs (1.6) (0.1) 3.2 0.2
One-off insurance credits associated with COVID-19 - - (23.6) (1.6)
Onerous contracts associated with COVID-19 4.7 0.3 9.7 0.6
VAT credit - - (6.3) (0.4)
Subsequent remeasurement of contingent consideration 5.7 0.4 3.8 0.3
Profit on disposal of subsidiaries and operations (11.6) (0.8) (111.8) (7.4)
Distributions received from investments (20.6) (1.4) - -
Fair value loss on investments 0.9 0.1 - -
Finance costs 1.3 0.1 - -
Tax related to adjusting items (54.5) (3.7) (2.6) (0.2)
Non-controlling interest adjusting items (9.5) (0.7) (4.0) (0.3)
Earnings and EPS for the purpose of adjusted basic EPS from continuing 356.5 24.5 194.4 13.0
operations
Effect of dilutive potential ordinary shares (p) - (0.1) - (0.1)
Earnings and EPS for the purpose of adjusted diluted EPS from continuing 356.5 24.4 194.4 12.9
operations
Adjusted earnings per share from discontinued operations Earnings 2022 Per share amount 2022 Earnings 2021 Per share amount 2021
£m Pence £m Pence
Earnings for the purpose of statutory basic EPS/statutory basic EPS (p) 1,493.2 102.5 43.9 2.9
Adjusting items (1,463.7) (100.5) 13.5 0.9
Earnings and EPS for the purpose of adjusted basic EPS from discontinued 29.5 2.0 57.4 3.8
operations
Effect of dilutive potential ordinary shares (p) - - - -
Earnings and EPS for the purpose of adjusted diluted EPS from discontinued 29.5 2.0 57.4 3.8
operations
Adjusted earnings per share from continuing and discontinued operations Earnings 2022 Per share amount 2022 Earnings 2021 Per share amount 2021
£m Pence £m Pence
Earnings and EPS for the purpose of adjusted basic EPS 386.0 26.5 251.8 16.8
Effect of dilutive potential ordinary shares (p) - (0.1) - (0.1)
Earnings and EPS for the purpose of adjusted diluted EPS 386.0 26.4 251.8 16.7
14. Business combinations
2022 2021
Cash paid/(received) on acquisitions, net of cash acquired £m £m
Current year acquisitions
Industry Dive 302.2 -
Prior year acquisitions including deferred and contingent payments
Skipta 4.9 -
China Bakery 1.5 1.2
Clinerion AG 2.3 16.8
Premiere Shows 0.4 14.4
NetLine Corporation 2.4 41.2
Black Arts Illuminated, Inc. 1.4 -
Novantas, Inc. - (3.3)
IHS Markit Database and Research portfolio - (3.8)
Other - 1.7
Total cash paid in year, net of cash acquired 315.1 68.2
Acquisition of Industry Dive
On 1 September 2022, the Group acquired 100% of the issued share capital of
Industry Dive. Industry Dive brings capabilities in Audience Development and
Lead Generation through high-quality specialist content and business
journalism. With more than 2.5m subscribers and a total engaged audience of
c.13m, it serves 24 specialist B2B markets via 27 specialist content Dives,
including BioPharma Dive, Construction Dive, Cybersecurity Dive, Food Dive,
Healthcare Dive, MedTech Dive and Waste Dive.
The cash consideration was £309.0m with total consideration including two
contingent consideration arrangements. The amount payable for the 2023
arrangement is determined by the revenue Industry Dive achieves in 2023. The
2023-2025 arrangement is payable based on Industry Dive's revenue growth over
a 3-year period from 2023 to 2025. The Group has determined a fair value of
£55.0m and £71.1m at acquisition date for each of the schemes respectively
bringing total consideration to £435.1m. There is no link between the
continent consideration and ongoing employment. The initial fair value of both
arrangements was calculated using a probability-weighted scenario approach and
reflects the discounted value of estimated payments based on estimates of
future revenue of Industry Dive as at date of acquisition. The estimated range
of undiscounted payment in respect of the 2023 arrangement is £57.4m to
£71.8m and for the 2023-2025 arrangement is £113.4m to £119.7m. Subsequent
remeasurement of the contingent consideration will be recorded in the income
statement and at year end.
At 31 December 2022 amounts recognised in respect of the estimated fair value
of identifiable assets acquired and liabilities assumed in respect of this
acquisition are provided below:
Fair value
£m
Acquisition intangible assets 188.2
Other intangible assets 0.5
Property and equipment 0.5
Right of use assets 4.0
Trade and other receivables(1) 15.2
Cash and cash equivalents 6.8
Trade and other payables (8.4)
Tax liabilities (0.4)
Deferred income (6.7)
Provisions (9.7)
Borrowings (36.6)
Lease liabilities (4.0)
Deferred tax liabilities (35.7)
Total identifiable net assets acquired 113.7
Goodwill 321.4
Total consideration 435.1
1. Trade and other receivables include trade receivables
represent the gross contractual amounts and the amounts that are expected to
be collected in full
Satisfied by:
Initial cash consideration 309.0
Contingent cash consideration (2023 arrangement) 55.0
Contingent cash consideration (2023-2025 arrangement) 71.1
Total consideration 435.1
Net cash outflow arising on acquisition
Cash paid at closing 309.0
Less: cash and cash equivalents balances acquired (6.8)
302.2
Included in net assets acquired are £36.6m of borrowings comprising of an
interest-bearing loan. This loan was settled by the Group on 1 September
immediately following acquisition.
Acquisition intangible assets of £188.2m consists of £114.4m of customer
relations fair valued using the excess earnings income method, £64.5m of
trade names fair valued using the relief from royalty method and £9.3m of
content library fair valued using the cost approach. A deferred tax liability
has been recognised as a result of the recognition of these acquisition
intangible assets.
Goodwill arising from the acquisition was £321.4m representing the total
consideration of £435.1m less the fair value of the net assets acquired of
£113.7m. The value of goodwill arising from the acquisition has been
identified as relating to the following factors:
· A scalable platform, which will enable the Group to expand
digital services capabilities and deliver content led services to existing
Informa B2B audiences
· Ability to launch new content Dives in markets that Informa
specialise in
· Synergy opportunities and access to an experienced and skilled
workforce
Goodwill recognised will be included in the Informa Tech group of CGU's. None
of the goodwill recognised is expected to be deductible for tax purposes.
Total acquisition-related costs of £11.1m were recognised within adjusting
items in the consolidated income statement.
The business generated revenue of £28.8m and profit after tax of £6.2m for
the period from the date of acquisition to 31 December 2022. If the
acquisition had completed on the first day of the reporting period, the total
revenue from continuing operations of the Group would be £2,342.4m and profit
after tax from continuing operations of £150.6m for the year ended 31
December 2022.
15. Disposal of subsidiaries and operations
During the year, the Group generated the following profit on disposal of
subsidiaries and operations, with the disposal of Pharma Intelligence, EPFR
and Maritime Intelligence shown in discontinued operations:
2022 2021
£m £m
Continuing operations
Barbour EHS - 16.3
Barbour ABI 2.0 28.3
Asset Intelligence - 71.0
Informa Markets Trust - (3.5)
Life Sciences media brands portfolio - 0.2
Agribusiness Intelligence portfolio - (0.2)
PR Newswire 2.0 -
Media assets portfolio 7.6 -
Other operations profit/(loss) on disposal - (0.3)
Profit/(loss) for the year from disposal of subsidiaries and operations before 11.6 111.8
tax
Tax charge on disposal of subsidiaries and operations - (40.6)
Profit/(loss) for the year from disposal of subsidiaries and operations after 11.6 71.2
tax
2022 2021
Notes £m £m
Discontinued operations
Profit/(loss) for the year from disposal of Pharma Intelligence 14 1,352.2 (0.7)
Profit/(loss) for the year from disposal of EPFR 14 111.1 -
Profit/(loss) for the year from disposal of Maritime Intelligence 14 277.0 -
Profit/(loss) for the year from disposal of subsidiaries and operations before 1,740.3 (0.7)
tax
Tax charge on disposal of subsidiaries and operations (275.7) -
Profit/(loss) for the year from disposal of subsidiaries and operations after 1,464.6 (0.7)
tax
Details of the sale of Pharma Intelligence
The sale of Pharma Intelligence completed on 1 June 2022. The carrying amounts
of assets and liabilities of Pharma Intelligence as at the date of sale 1 June
2022 were:
As at 1 June 2022
£m
Goodwill(1) 424.5
Acquisition intangible assets 49.6
Other intangible assets 17.9
Property, plant and equipment 0.2
Right of use assets 0.5
Trade and other receivables 38.0
Cash and cash equivalents 0.1
Trade and other payables (23.2)
Deferred income (59.5)
Current Tax Lability (1.4)
Lease liabilities (0.5)
Deferred tax liabilities (20.3)
Net assets 425.9
1. Goodwill has been allocated from the Intelligence
Divisions group of CGUs to the separate intelligence businesses based on their
relative fair values
Consideration and profit on disposal £m
Cash 1,664.9
Fair value of equity shares 166.5
Total disposal consideration 1,831.4
Carrying amount of net assets sold (425.9)
Costs of disposal (54.7)
Exchange movements recycled to the Income Statement 1.4
Profit on disposal before tax 1,352.2
Tax expense (237.8)
Profit on disposal included in discontinued operations 1,114.4
The costs of disposal include a loss of £21.0m related to the transitional
services agreement and the costs of separation of the business.
In the 2022 Group half year results a profit on disposal of £1,132.5m was
reported. The changes since half year have mainly been driven by completion
account adjustments impacting consideration and an update to tax balances
disposed of in net assets.
Net cash inflow arising on disposal As at 1 June 2022
£m
Cash consideration 1,664.9
Less: cash and cash equivalents balances disposed (0.1)
1,664.8
Details of the sale of EPFR
The sale of EPFR completed on 3 October 2022. The carrying amounts of assets
and liabilities of EPFR as at the date of sale 3 October 2022 were:
As at 3 October 2022
£m
Goodwill(1) 42.1
Other intangible assets 3.2
Trade and other receivables 4.1
Trade and other payables (0.3)
Deferred income (9.5)
Net assets 39.6
1. Goodwill has been allocated from the Intelligence
Divisions group of CGUs to the separate intelligence businesses based on their
relative fair values
Consideration and profit on disposal £m
Cash 165.2
Total disposal consideration 165.2
Carrying amount of net assets sold (39.6)
Costs of disposal (14.5)
Profit on disposal before tax 111.1
Tax expense (37.9)
Profit on disposal included in discontinued operations 73.2
The costs of disposal include a loss of £2.5m related to the transitional
services agreement.
Net cash inflow arising on disposal As at 3 October 2022
£m
Cash consideration 165.2
Details of the sale of Maritime Intelligence
The sale of Maritime Intelligence completed on 1 December 2022. The carrying
amounts of assets and liabilities of Maritime Intelligence as at the date of
sale 1 December 2022 were:
As at 1 December 2022
£m
Goodwill(1) 89.8
Other intangible assets 5.4
Property, plant and equipment 0.1
Trade and other receivables 9.2
Trade and other payables (2.6)
Deferred income (17.0)
Current tax liabilities (0.5)
Net assets 84.4
1. Goodwill has been allocated from the Intelligence
Divisions group of CGUs to the separate intelligence businesses based on their
relative fair values
Consideration and profit on disposal £m
Cash 302.5
Fair value of retained equity 2.0
Fair value of preference shares 72.9
Total disposal consideration 377.4
Carrying amount of net assets sold (84.4)
Costs of disposal (16.0)
Profit on disposal before tax 277.0
Profit on disposal included in discontinued operations 277.0
The costs of disposal include a loss of £3.0m related to the transitional
services agreement.
Net cash inflow arising on disposal As at 1 December 2022
£m
Cash consideration 302.5
16. Movements in net debt
Net debt consists of cash and cash equivalents and includes bank overdrafts
when applicable, borrowings, derivatives associated with debt instruments,
finance leases, lease liabilities, deferred borrowing fees and other loan note
receivables (excluding fair value through profit and loss items and amounts
held in escrow) where these are interest bearing and do not relate to deferred
contingent arrangements.
At 1 January 2022 Non-cash Movements Cash flow Exchange movements At 31 December 2022
£m £m £m £m £m
Cash and cash equivalents 884.8 - 1,158.4 82.6 2,125.8
Other financing assets
Derivative assets associated with borrowings 3.4 (1.2) - - 2.2
Finance lease receivables 6.4 1.9 (1.5) (0.1) 6.7
Total other financing assets 9.8 0.7 (1.5) (0.1) 8.9
Other financing liabilities
Bond borrowings due in more than one year (2,001.3) 398.4 177.2 (86.6) (1,512.3)
Bank loans due in more than one year (36.8) - 0.4 (4.9) (41.3)
Bond borrowing fees 12.1 (3.3) - - 8.8
Bank loan fees due in more than one year 3.4 (1.1) - 0.1 2.4
Derivative liabilities associated with borrowings (40.7) (127.4) - - (168.1)
Lease liabilities (265.9) (13.7) 32.1 (22.9) (270.4)
Acquired debt - (36.6) 36.6 - -
Bond borrowings due in less than one year - (398.4) - - (398.4)
Total other financing liabilities (2,329.2) (182.1) 246.3 (114.3) (2,379.3)
Total net financing liabilities (2,319.4) (181.4) 244.8 (114.4) (2,370.4)
Net debt (1,434.6) (181.4) 1,403.2 (31.8) (244.6)
Included within the net cash inflow of £1,403.2m (2021: inflow of £620.2m)
is £0.4m (2021 £0.1m) of loan repayments. Bank loans include the Curinos
debt acquired as part of the Novantas transaction in 2021, representing
£36.8m ($50.0m) of a drawn loan facility less finance fees of £1.6m ($2.2m).
There are total loan facilities available relating to Curinos of up to $110.0m
of which $60.0m has a 6-year maturity from May 2022 and $50.0m has a maturity
date no later than 28 May 2027.
EMTN buyback
On 9 September 2022, the Group repaid €200m of the Euro Term Medium Notes
due for repayment in July 2023 at a 0.15% premium.
17. Borrowings
Total borrowings, excluding derivative assets and liabilities associated with
borrowings, are as follows:
2022 2021
Notes £m £m
Current
Euro Medium Term Note (€450.0m) - due July 2023 398.4 -
Bank borrowings - revolving credit facility - -
Total current borrowings 16 398.4 -
Non-current
Bank borrowings - revolving credit facility - -
Bank borrowings - other 41.3 36.8
Bank debt issue costs (2.4) (3.4)
Bank borrowings - non-current 16 38.9 33.4
Euro Medium Term Note (€450.0m) - due July 2023(1) - 545.0
Euro Medium Term Note (€700m) - due October 2025 619.7 587.0
Euro Medium Term Note (£450.0m) - due July 2026 450.0 450.0
Euro Medium Term Note (€500.0m) - due April 2028 442.6 419.3
EMTN borrowings issue costs (8.8) (12.1)
EMTN borrowings - non-current 16 1,503.5 1,989.2
Total non-current borrowings 1,542.4 2,022.6
Total borrowings 1,940.8 2,022.6
(1) €200m of this note was repaid in 2022, prior to that the note was for
€650m.
There are no financial covenants on any Group level borrowings. The Group does
not have any of its property and equipment and other intangible assets pledged
as security over loans.
The average debt maturity on our drawn borrowings is currently 3.1 years
(2021: 3.9 years). The Group maintains the following lines of credit:
· £1,020.0m (2021: £1,050.0m) non-current revolving credit
facility, of which £nil (2021: £nil) was drawn down at 31 December 2022.
£30m (2021: £nil) current revolving credit facility of which £nil (2021:
£nil) was drawn down at 31 December 2022. Interest is payable at SONIA or
SOFR plus a margin.
· £91.2m (2021: £81.4m) of Curinos bank borrowings, of which
£40.9m (2021: £36.8m) was drawn at 31 December 2022. Interest is payable at
other offering rates plus a margin.
· £54.9m (2021: £52.6m) comprising a number of bilateral bank
uncommitted facilities that can be drawn down to meet short-term financing
needs, of which £nil (2021: £nil) was drawn at 31 December 2022. These
facilities consist of £10.0m (2021: £10.0m), USD 22.3m (2021: USD 22.3m),
AUD 1.0m (2021: AUD 1.0m), CAD 2.0m (2021: CAD 2.0m), SGD 2.3m (2021: SGD
2.3m) and INR 360m (2021: nil). Interest is payable at the local base rate
plus a margin.
· Four bank guarantee facilities comprising in aggregate up to USD
10.0m (2021: USD 10.0m), €0.9m (2021: €0.9m), £14.1m (2021: 14.1m) and
AUD nil (2021: AUD 1.5m).
The effective interest rate on total borrowing for the year ended 31 December
2022 was 3.0% (2021: 2.9%).
EMTN buyback
On 9 September 2022, the Group repaid €200m of the Euro Term Medium Notes
due for repayment in July 2023 at a 0.15% premium.
18. Notes to the Cash Flow Statement
2022 2021(1)
Notes £m £m
Continuing operations
Profit/(loss) before tax 168.8 78.4
Adjustments for:
Depreciation of property and equipment 11.7 12.7
Depreciation of right of use assets 24.8 24.2
Amortisation of other intangible assets 310.5 293.4
Impairment - acquisition-related and other intangible assets 6.9 7.9
Impairment - property and equipment (0.7) 3.1
Impairment - IFRS 16 right of use assets (0.1) 9.2
Share-based payments 17.5 15.0
Subsequent remeasurement of contingent consideration 7 5.7 3.8
Lease modifications (3.0) (4.7)
(Profit)/loss on disposal of businesses 15 (11.6) (111.8)
Distributions received from investments (20.6) -
Loss on disposal of property, equipment, and software 0.3 0.1
Fair value loss on investment 0.9 -
Finance income 8 (27.5) (5.7)
Finance costs 9 74.1 73.5
Share of adjusted results of joint ventures and associates (2.1) (3.0)
Operating cash inflow before movements in working capital 555.6 396.1
(Increase)/decrease in inventories 0.1 4.1
(Increase)/decrease in receivables (141.7) 31.8
(Decrease)/increase in payables 197.2 81.8
Movements in working capital 55.6 117.7
Pension deficit recovery contributions (6.9) (6.3)
Additional pension payments (16.1) -
Pension payment into escrow (28.2) -
Cash generated by continuing operations 560.0 507.5
Cash generated by discontinued operations 11 54.7 85.7
Cash generated by operations 614.7 593.2
1. Re-presented for discontinued operations (see note 3).
19. Share capital and share premium
Share capital
Share capital as at 31 December 2022 amounted to £1.4m (2021: £1.5m).
2022 2021
£m £m
Issued, authorised and fully paid
1,418,525,746 (2021: 1,503,112,804) ordinary shares of 0.1p each 1.4 1.5
2022 2021
Number of shares Number of shares
At 1 January 1,503,112,804 1,502,137,804
Issue of new shares to Employee Share Trust 5,000,000 975,000
Share buyback (89,587,058) -
At 31 December 1,418,525,746 1,503,112,804
During 2022, the Company bought back 89,587,058 ordinary shares at the nominal
value of 0.1p for a total consideration of £517.0m and cancelled 88,987,197
of these shares. 599,861 shares (£3.7m) were settled subsequent to year-end
and therefore not cancelled as at year-end.
Share premium
2022 2021
Issued, authorised and fully paid £m £m
At 1 January 1,878.6 1,878.8
Issue in the year - (0.2)
At 31 December 1,878.6 1,878.6
20. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note. The transactions between the Group and its joint ventures and associates
are disclosed below. The following transactions and arrangements are those
which are considered to have had a material effect on the financial
performance and position of the Group for the year.
Transactions with Directors
There were no material transactions with Directors of the Company during the
year, except for those relating to remuneration and shareholdings. For the
purposes of IAS 24 Related Party Disclosures, Executives below the level of
the Company's Board are not regarded as related parties.
Other related party disclosures
At 31 December 2022, Informa Group companies have guaranteed the UK pension
scheme liabilities of the Taylor & Francis Group Pension and Life
Assurance Scheme, the Informa Final Salary Scheme and the UBM Pension Scheme.
Transactions with related parties are made at arm's length. Outstanding
balances at year end are unsecured and settlement occurs in cash. There are no
bad debt provisions for related party balances as at 31 December 2022, and no
debts due from related parties have been written off during the year. During
the period, Informa entered into related party transactions to the value of
£3.3m (2021: £0.6m) with a balance of £0.2m (2021: £0.3m) outstanding at
31 December 2022.
21. Post balance sheet events
At the time of approval of the financial statements we are in advanced
negotiations in respect of a significant business combination and expect to
agree the transaction imminently.
Glossary of terms: Alternative Performance Measures
The Group provides adjusted results and underlying measures in addition to
statutory measures, in order to provide additional useful information on
business performance trends to Shareholders. The Board considers these
non-GAAP measures as an appropriate way to measure the Group's performance
because it aids comparability to the prior year and is also in line with the
similarly adjusted measures used by peers and therefore facilitates
comparison.
The terms 'adjusted' and 'underlying' are not defined terms under IFRS and may
not therefore be comparable with similarly titled measurements reported by
other companies. These measures are not intended to be a substitute for, or
superior to, IFRS measurements. The Financial Review provides reconciliations
of alternative performance measures (APMs) to statutory measures and also
provides the basis of calculation for certain APM metrics. These APMs are
provided on a consistent basis with the prior year.
Adjusted results and adjusting items
Adjusted results exclude items that are commonly excluded across the media
sector: amortisation and impairment of goodwill and intangible assets relating
to businesses acquired and other intangible asset purchases of book lists,
journal titles, acquired databases and brands related to exhibitions and
conferences, acquisition and integration costs, profit or loss on disposal of
businesses, restructuring costs and other items that in the opinion of the
Directors would impact the comparability of underlying results. Adjusting
items are detailed in Note 7 to the Condensed consolidated Financial
Statements.
Adjusted results are prepared for the following measures which are provided in
the Condensed Consolidated Income Statement on page 23: Adjusted operating
profit, Adjusted net finance costs, Adjusted profit before tax (PBT), Adjusted
tax charge, Adjusted profit after tax, Adjusted earnings, and Adjusted diluted
earnings per share. Adjusted operating margin, Effective tax rate on adjusted
profits and Adjusted EBITDA are used in the Financial Review on pages 10, 14
and 17 respectively.
Adjusted EBITDA
· Adjusted EBITDA is earnings before interest, tax, depreciation,
amortisation and other non-cash items such as share-based payments and before
adjusting items. The full reconciliation and definition of Adjusted EBITDA is
provided in note 7
· Covenant-adjusted EBITDA for Informa interest cover purposes
under the Group's previous financial covenants on debt facilities is earnings
before interest, tax, depreciation and amortisation and adjusting items. It is
adjusted to be on a pre-IFRS 16 basis
· Covenant-adjusted EBITDA for Informa leverage purposes under the
Group's previous financial covenants on debt facilities is earnings before
interest, tax, depreciation and amortisation and adjusting items. It is
adjusted to include a full year's trading for acquisitions and remove trading
results for disposals, and adjusted to be on a pre-IFRS 16 basis
Adjusted Operating Margin
The Adjusted Operating Margin is shown as a percentage and is calculated by
dividing adjusted operating profit by revenue. The Financial Review on page 10
shows the calculation of the Adjusted Operating Margin, which is provided as
an additional useful metric on underlying performance to readers.
Covenant Adjusted Net Debt
Covenant-adjusted net debt is translated using average exchange rates for the
12-month period and is adjusted to include deferred consideration payable, to
exclude derivatives associated with borrowings and to be on a pre-IFRS 16
basis.
Dividend cover
Dividend cover is the ratio of adjusted diluted earnings per share to
dividends per share for the year and is provided to enable year-on-year
comparability on the level at which dividends are covered by earnings.
Dividends consist of the interim dividend that has been paid for the year and
the proposed final dividend for the year. Diluted earnings per share are
adjusted to be stated before adjusting items impacting earnings per share. The
Financial Review on page 16 provides the calculation of dividend cover.
Dividend payout ratio
This is ratio of the total amount of dividends per share paid and proposed to
Shareholders relating to a financial year relative to the adjusted diluted
earnings per share on continuing operations for the year.
Effective Tax rate on Adjusted Profits for continuing operations
The Effective Tax Rate on Adjusted Profits is shown as a percentage and is
calculated by dividing the adjusted tax charge by the adjusted profit before
tax. The Financial Review on page 14 shows the calculation of the Effective
Tax Rate on Adjusted Profits, which is provided as an additional useful metric
for readers on the group's tax position.
Free cash flow
Free cash flow is a key financial measure of cash generation and represents
the cash flow generated by the business before cash flows relating to
acquisitions and disposals and their related costs, dividends, and any new
equity issuance or repurchases of own shares and debt issues or repayments.
Free cash flow is one of the Group's key performance indicators, and is an
indicator of operational efficiency and financial discipline, illustrating the
capacity to reinvest, fund future dividends and repay down debt. The Financial
Review on page 17 provides a reconciliation of free cash flow to statutory
measures.
Informa Interest cover
Debt covenants ceased to apply to all the Group's borrowing facilities from
November 2021 following the repayment of debt subject to financial covenants.
Informa Interest cover is calculated according to the Group's previous
financial covenants on debt facilities and is the ratio of covenant-adjusted
EBITDA for interest cover purposes to adjusted net finance costs and excluding
finance fair value items. It is provided to enable the assessment of our debt
position together with our compliance with these previous specific debt
covenants. The Financial Review on page 20 provides the basis of the
calculation of Informa interest cover.
Informa Leverage ratio
The Informa Leverage ratio is calculated according to the Group's previous
financial covenants on debt facilities and is the ratio of net debt to
covenant-adjusted EBITDA for Informa Leverage information purposes, and is
provided to enable the assessment of our debt position together with
compliance with these previous specific debt covenants. Informa leverage ratio
is calculated in the same way as the adjusted leverage ratio disclosed in
2021. The Financial Review on page 20 provides the basis of the calculation of
the Informa leverage ratio.
Operating cash flow and operating cash flow conversion
Operating cash flow is a financial measure used to determine the efficiency of
cash flow generation in the business and is measured by and represents free
cash flow before interest, tax, restructuring and reorganisation costs. The
Financial Review on page 17 reconciles operating cash flow to statutory
measures.
Operating cash flow conversion is a measure of the strength of cash generation
in the business and is measured as a percentage by dividing operating cash
flow by adjusted operating profit in the reporting period. The Financial
Review on page 18 provides the calculation of operating cash flow conversion.
Net (cash)/debt before leases and Net(cash)/Debt
Net (cash)/debt before leases consists of cash and cash equivalents and
includes bank overdrafts (where applicable), borrowings, derivatives
associated with debt instruments, finance leases, lease liabilities, deferred
borrowing fees and other loan receivables or loan payable, excluding in either
case fair value through profit and loss items and amounts in escrow, where
these are interest bearing and do not relate to deferred consideration
arrangements for acquisitions or disposals.
Net (cash)/debt consists of net (cash)/debt before leases plus finance lease
receivables and lease liabilities.
Underlying revenue and underlying adjusted operating profit
Underlying revenue and underlying adjusted operating profit refer to results
adjusted for acquisitions and disposals, the phasing of events, including
biennials, the impact of changes from implementing new accounting standards
and accounting policy changes and the effects of changes in foreign currency
by adjusting the current year and prior year amounts to use consistent
currency exchange rates.
Phasing and biennial adjustments relate to the alignment of comparative period
amounts to the usual scheduling cycle of events in the current year. Where an
event originally scheduled for 2021 or 2022 was either cancelled or postponed
there was an adverse impact on 2021 or 2022 underlying growth as no adjustment
was made for these in the calculation.
The results from acquisitions are included on a pro-forma basis from the first
day of ownership in the comparative period. Disposals are similarly adjusted
for on a pro-forma basis to exclude results in the comparative period from the
date of disposal. Underlying measures are provided to aid comparability of
revenue and adjusted operating profit results against the prior year. The
Financial Review on page 12 provides the reconciliation of underlying measures
of growth to reported measures of growth in percentage terms.
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