REG - Informa PLC - Half-year Report
04/08/2022 07:15
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RNS Number : 8635U Informa PLC 04 August 2022
Informa PLC Press Release
4 August 2022
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2022 Half-Year Results
Growth, Expansion and Balance Sheet Strength
Informa (LSE: INF.L), the international Academic Markets, B2B Markets and
Digital Services Group, today published its full statutory results for the six
months to 30 June 2022 and announced the divestment of Maritime Intelligence
for £385m ($458m). This follows the Market Update published on 19 July 2022,
which included pre-released headline figures for the half-year and reaffirmed
full year expectations.
Stephen A. Carter, Group Chief Executive, Informa PLC, said:
"As outlined in our recent Market Update, Informa's first half results
underline the benefits of our GAP II strategy, with strong growth in revenues,
profits and cash. We remain on track to achieve the upper-end of 2022
guidance, with good forward visibility in Subscriptions, Exhibitors, Delegates
and Digital Services, whilst continuing to deliver accelerated shareholder
returns, additional growth investment and further targeted expansion."
H1 2022 Financial Highlights (Continuing and Discontinued)
· Guidance reconfirmed: Full year expectations reaffirmed at the
top-end of guidance, with growth in revenue, adjusted operating profit and
earnings per share expected to be above historical trends;
· Strong Revenue Growth: Total H1 revenue growth of 59.1% and
underlying growth(1) of 43.9%, delivering Group revenues of £1,096.3m (2021:
£688.9m), reflecting strength in Academic Markets, growth in B2B Digital
Services and the continuing return of Live and On-Demand B2B Events;
· Strong Adjusted Profit Growth: Adjusted Operating Profit(1)
increased by 226.6% to £234.5m (2021: £71.8m), reflecting strong revenue
growth and effective cost management;
· Improving Statutory Performance: Higher revenues, lower COVID
exceptional costs and increased profit on divestment delivers statutory
operating profit of £90.9m (H1 2021: £55.4m loss);
· Higher Free Cash Flow(1): Strong adjusted operating profit growth
and 100%+ operating cash conversion delivers free cash flow of £178.4m, up
from £134.1m in H1 2021, including a doubling of capital reinvestment into
digital services and enhanced technology capabilities;
· Balance Sheet Strength: Free Cash Flow growth combined with
strong divestment returns, delivers positive net cash position, compared to
net debt of £1.9bn a year ago, providing balance sheet strength and
flexibility for shareholder returns, reinvestment and expansion;
· Dividends Resumed: The strength of the balance sheet, confidence
in forward cash flow growth and the success of GAP II Portfolio Focus, lead to
a resumption of ordinary dividends at 3p per share for H1 (with a target
payout ratio of c.40% of full year adjusted earnings).
H1 2022 Divisional Highlights (Continuing and Discontinued)
· Improving growth at Academic Markets: Robust Subscription
renewals and good growth in eBooks and Advanced Learning, combined with
continuing growth in Pay to Publish services such as Open Research and F1000,
delivers further improvement in underlying revenue growth to 3%; GAP II
investment for future growth through further expansion in Open Research,
reflected in lower year-on-year operating margin, as expected;
· Strong growth in Live and On-Demand B2B Events: 220+ Live Events
delivered in the first half, attracting 28k+ Exhibitors, 1.1m+ Attendees and
more than £450m of revenue, representing 80%+ of equivalent revenue in 2019.
Live Events outperformance in markets that are fully open, combined with B2B
Digital Services growth, is balancing progressive reopening in Mainland China;
(1)In this report we refer to non-statutory measures including underlying
results, as defined in the Financial Review on page 6 and Glossary on page 67.
· Double-digit growth in B2B Digital Services: Strong performances
in specialist Content Marketing and Lead Generation, combined with positive
annualised contract values at Omdia subscription research delivered more than
10% underlying revenue growth in B2B Digital Services;
· Robust growth in Informa Intelligence: Robust underlying revenue
growth in Intelligence portfolio (+4.1% Continuing and Discontinued) ahead of
divestment, underpinning attractive valuations and positive forward prospects
under new ownership.
GAP II: Growth, Expansion and Balance Sheet Strength
GAP II is creating a more focused, higher growth business, with leading
positions in Academic Markets and Live and On-Demand B2B Events, and a growing
range of high value B2B Digital Services.
· Portfolio Focus completed: Divestment of Maritime Intelligence to
Montagu at a valuation of £385m, receiving cash proceeds (subject to
finalisation of working capital and capital structure), whilst retaining a 20%
equity interest; this follows the sale of Pharma Intelligence (£1.9bn) and
EPFR (£162m) and completes GAP II Portfolio Focus; c.£2.5bn (c.$3bn) of
total value realised at a blended 2021 EV/EBITDA multiple of c.28x,
significantly strengthening the balance sheet and providing funds for
shareholder returns, reinvestment and expansion;
· Investment for Growth: GAP II investment programme progressing to
plan, with initial projects focused on the continuing roll-out of IIRIS across
our B2B portfolio, the strengthening of Open Research platforms and enhancing
the quality and range of smart event services. Expected GAP II capital
expenditure of £30-40m in 2022, and net operating investment of up to £30m;
· B2B Data and Analytics Engine, IIRIS: Continuing momentum in
proprietary B2B customer data and analytics platform, IIRIS, with first party
Known Engaged Marketable Audience (KEMA) increasing from 10m reported in March
to 12m+ as platform adoption accelerates across portfolio of B2B brands;
· B2B Digital Services Expansion: Acquisition of Industry Dive
(Specialist Content / Audience Development) alongside IIRIS (First Party Data)
and NetLine (Content Syndication / Lead Generation), further expands Informa's
B2B Digital Service offering. Combination with portfolio of B2B brands expands
KEMA, enhances B2B Audience Development across 25+ targeted B2B markets and
accelerates the roll out of targeted Lead Generation services;
· Market and Geographic Expansion: Recent announced extension of
partnership in the growing Beauty & Personal Care market today further
expanded into the US, joining forces with the Professional Beauty Association
and BolognaFiere to bring a number of established and new Beauty brands into
the country;
· Accelerating Shareholder Returns: Free cashflow strength combined
with strong divestment returns has seen share buyback programme expanded from
initial £100m to £725m. To date, 60m shares acquired at an average share
price of 572p, delivering £346m capital returns to shareholders; In addition,
ordinary dividends resumed at c.40% of full year adjusted earnings;
· FasterForward on ESG: Continuing delivery of Group-wide
sustainability programme, FasterForward, including first certified
CarbonNeutral® Event (IM Power), recertified CarbonNeutral® Publications
(Taylor & Francis), and 90%+ of electricity at our events powered by
renewable sources; strong progress continues to be recognised by external
indices, including A- in CDP and leading peer group sector ranking within the
Dow Jones Sustainability Index.
(1)In this report we refer to non-statutory measures including underlying
results, as defined in the Financial Review on page 6 and Glossary on page 67.
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
The New Informa Group
Following the successful completion of the GAP II Portfolio Focus Programme,
Informa is focused on its two leadership businesses in Academic Markets and
B2B Markets, providing specialist products and services into specialist end
markets and geographies.
Academic Markets & Knowledge Services
Taylor & Francis Group: Specialist Knowledge and Open Research Services
Brands/Imprints: Taylor & Francis, Routledge, CRC Press, F1000, Dove
Press, Cogent OA, Prufrock Press, Psychology Press, Garland Science, SPON
Press
Subject Categories: Physical Sciences, Bioscience, Chemistry, Environment
& Sustainability, Food Science & Technology, Information Science,
Haematology, Neurology, Oncology, Psychology, Engineering, Education,
Behavioural Science, Business & Management, Philosophy, Economics,
Sociology
Geographies: US, UK, Mainland China, Germany, Japan, Australia
B2B Markets & Digital Services
Informa Markets: International Live & On-Demand B2B Events and B2B Market
Access
Brands: CPhI Worldwide, Natural Products Expo West, World of Concrete, China
Beauty, Magic, Marintec, Seatrade, Hotelex, MRO Americas,
Specialist Markets: Healthcare & Pharma, Health & Nutrition,
Infrastructure & Construction, Beauty & Aesthetics, Fashion &
Apparel, Maritime, Transport & Logistics, Manufacturing Machinery &
Equipment, Hospitality Food & Beverage, Aviation
Geographies: US, Mainland China, UAE, ASEAN, Monaco, Brazil, Germany
Informa Connect: Live & On-Demand B2B Experiences
Brands: SuperReturn, IM Power, Finovate, Inside ETFs, Bio-Europe, BioPharm
America, BioProcess International, TIDES, TMRE, FanExpo, Greenbuild
Specialist Markets: BioTech & Pharma, Fintech, Private Equity, Fund
Management, Wealth Management, Sustainability, Maritime, Market Research &
Marketing, Food Service & Hospitality
Geographies: US, Canada, Australia, UAE, Switzerland, UK, Singapore
Informa Tech: Market Insights and Market Access for International Tech
Communities
Brands: NetLine, Industry Dive, Omdia, Black Hat, GDC, London Tech Week, AI
Summit, Internet of Things World, Enterprise Connect, Light Reading, Heavy
Reading
Specialist Markets: Artificial Intelligence, Cybersecurity, Enterprise IT,
Gaming, Internet of Things, Media & Entertainment, Service Providers,
Components & Devices
Geographies: US, Singapore, Japan, South Korea, Mainland China, UK, Germany
IIRIS: B2B Markets Data Engine
Data Services: IIRIS Tracker, IIRIS Passport, IIRIS Recommend, IIRIS Segment,
IIRIS Insights
Informa Partnerships/Investments
Brand Category Equity Interest
Citeline Pharma intelligence 15.0%
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%
H1 2022 Financial Summary
H1 2022 H1 2021(3) Reported Underlying(1)
£m £m % %
Continuing operations:
Revenue 1,024.6 615.4 66.5 47.6
Statutory operating profit/(loss) 71.9 (71.4)
Adjusted operating profit(2) 213.3 51.4 315.0 152.6
Adjusted operating margin (%)(2) 20.8 8.4
Statutory profit/(loss) before tax 51.4 (104.4)
Adjusted profit before tax(2) 183.9 18.5
Statutory diluted earnings per share (p) 3.1 (6.8)
Adjusted diluted earnings per share (p)(2) 10.0 0.7
Discontinued operations:
Revenue 71.7 73.5 (2.4) 5.7
Statutory operating profit 19.0 16.0
Adjusted operating profit2 21.2 20.4 3.9 12.6
Adjusted operating margin (%)(2) 29.6 27.8
Statutory profit/(loss) before tax 1,385.5 16.0
Adjusted profit before tax(2) 21.2 20.4
Continuing and Discontinued operations:
Revenue 1,096.3 688.9 59.1 43.9
Statutory operating profit/(loss) 90.9 (55.4)
Adjusted operating profit2 234.5 71.8 226.6 126.2
Adjusted operating margin (%)(2) 21.4 10.4
Statutory profit/(loss) before tax 1,436.9 (88.4)
Adjusted profit before tax(2) 205.1 38.9
Statutory diluted earnings per share (p) 80.2 (5.9)
Adjusted diluted earnings per share (p)(2) 11.2 1.9
Cash flow from operating activities(2) 199.1 145.6
Free cash flow(2) 178.4 134.1
Net cash/(debt) (incl. IFRS 16)(2) 15.3 (1,890.1)
Interim dividend per share 3.0 n/a
H1 2022 Divisional Highlights - Continuing Operations
H1 2022 H1 2021(3) Reported Underlying(1)
£m £m % %
Informa Markets
Revenue 421.4 187.6 124.6 110.6
Statutory operating profit/(loss) (9.1) (117.7) n/a
Adjusted operating profit/(loss)(2) 76.0 (42.4) n/a 374.5
Adjusted operating margin(2) (%) 18.0 n/a
Informa Connect
Revenue 110.5 35.8 208.7 86.5
Statutory operating profit/(loss) 2.3 (22.8) n/a
Adjusted operating profit/(loss)(2) 9.7 (14.9) n/a 273.1
Adjusted operating margin(2) (%) 8.8 n/a
Informa Tech
Revenue 136.0 58.1 134.1 53.8
Statutory operating profit/(loss) 13.4 (14.0) n/a
Adjusted operating profit/(loss)(2) 22.8 (5.5) n/a 78.9
Adjusted operating margin(2) (%) 16.8 n/a
Taylor & Francis
Revenue 261.6 245.2 6.7 3.0
Statutory operating profit 58.3 60.0 (2.8)
Adjusted operating profit(2) 84.8 87.0 (2.5) (8.6)
Adjusted operating margin(2) (%) 32.4 35.5
Informa Intelligence - Continuing
Revenue 95.1 88.7 7.2 2.9
Statutory operating profit 7.0 23.1 (69.7)
Adjusted operating profit(2) 20.0 27.2 (26.5) 10.2
Adjusted operating margin(2) (%) 21.0 30.7
( )
H1 2022 Divisional Highlights - Discontinued Operations
H1 2022 H1 2021(3) Reported Underlying(1)
£m £m % %
Discontinued Operations
Revenue 71.7 73.5 (2.4) 5.7
Statutory operating profit 19.0 16.0 18.8
Adjusted operating profit(2) 21.2 20.4 3.9 12.6
Adjusted operating margin(2) (%) 29.6 27.8
( )
(1)In this document we refer to Statutory 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.
(2)In this document we also refer to Statutory 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 7 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.
(3) Restated to reflect impact of accounting policy changes in relation to
Software as a Service
Trading Outlook
Guidance reconfirmed at the top-end of range for 2022
Within Informa's Market Update on 19 July, full year expectations were
reconfirmed at the upper-end of the guidance range originally provided at the
2021 Full Year Results in March 2022 (Revenue of £2,150m-£2,250m and
adjusted operating profit of £470m-£490m).
Today we are reiterating this guidance, which continues to exclude any
contributions from Industry Dive, the recent acquisition which will complete
in the third quarter. We continue to closely monitor macro trends (inflation,
energy prices, cost of living) and geopolitical developments, however, forward
visibility on subscriptions in Taylor & Francis remain strong, as do
forward bookings for Live and On-Demand Events and forward commitments for
specialist B2B Digital Services.
Academic Markets & Knowledge Services
Within Taylor & Francis, we remain focused on our GAP II plans, which form
part of the business' long-term modernisation programme that began in 2014.
This is leading to additional investment in technology and product
development, with particular focus on expanding our range and quality of Open
Research services. Near-term, this leads to modest margin investment to drive
higher levels of long-term growth, with the target to deliver 4% underlying
revenue growth by the end of the GAP II period.
Trading in Pay to Read Subscriptions year-to-date remains robust, with
continued growth in research submissions and high renewal rates reflecting
strong demand for high quality, verified, specialist knowledge. Similarly,
within Advanced Learning, further expansion of our eBooks list and increased
discoverability of our content is underpinning continued strong performances.
In Pay to Publish, we continue to deliver good levels of growth from our
portfolio of Open Research services. Our ability to track funding flows and
target potential researchers with specialist services, from our self-service
F1000 platform to full-service editorial, verification and distribution, is
driving strong growth in Open Research submissions. Combined with the strength
of our core Pay to Read services, the business is well placed to deliver its
3% underlying revenue growth target for the year, up from 2.4% in 2021.
B2B Markets: Live and On-Demand B2B Events
Trading within Live and On-Demand Events continues to return at pace across
North America, the Middle East, Europe, ASEAN and Latin America, where markets
are open and customer demand is strong.
As detailed in our July update, Mainland China is also progressively
re-opening Province-by-Province and City-by-City, with varying timelines
through the second half of 2022. This gives us confidence of more normalised
trading in 2023, whilst we remain flexible in 2022, adapting our short-term
plans as necessary.
The strength of outperformance we are seeing in Live and On-Demand Events
where markets are fully open and within our B2B Digital Services offering is
providing a strong counterbalance to the short-term uncertainty in Mainland
China, keeping us on track for strong growth in B2B Markets across the year.
B2B Markets: B2B Digital Services
Across our B2B businesses, we remain equally focused on further expanding in
B2B Digital Services. This is underpinned by the development of our first
party data engine, IIRIS, which continues to roll out its tracking, consent
and engagement tools across our B2B portfolio. This has seen the volume of
KEMA (Known, Engaged, Marketable Audience) expand from 10m to 12m+ in 2022,
with a target of 14m by year-end.
Alongside IIRIS (First Party Data), we have added NetLine (Content Syndication
/ Lead Generation) and, most recently, Industry Dive (Specialist Content /
Audience Development), expanding access to targeted audiences, first party
data and targeted Lead Generation services. Industry Dive's platform for
delivering high quality specialist digital content provides significant
opportunities for revenue synergies with our portfolio of B2B Brands,
including accelerating the roll out of new Dives, increasing engagement with
Informa's Live Events customers through content, cross-selling content market
and lead generation services, and rolling out new Live and On-Demand Events to
established Dive communities.
Financial Review
The statutory financial results for the first six months of the year reflect
continued strength in Academic Markets, growth in B2B Digital Services and the
continuing return of Live and On-Demand Events. This delivered strong growth
in underlying and reported revenues and even stronger growth in both adjusted
and statutory operating profit.
The reported results also reflect the progress made on the Group's GAP II
Portfolio Focus programme, which included the divestment of the Pharma
Intelligence business for £1.9bn on 1 June 2022. After the end of the half
year period, on 19 July 2022 the Group also announced the divestment of the
EPFR fund flow business for £162m and on 4 August 2022 the divestment of
Maritime Intelligence for £385m, which completed the Portfolio Focus
programme.
A key feature of the half year is the strength of Informa's balance sheet,
with liquidity increasing to £3.6bn, no financial covenants on any Group
level borrowings and no debt due to mature until 2023. Following the sale of
the Pharma Intelligence business and the receipt of £1.7bn of cash in June
2022 the Group reported a positive net cash position of £15m at 30 June 2022
compared to £1,890m of net debt at 30 June 2021.
Income Statement
The results for the six months to 30 June 2022 reflect strong revenue growth
in our continuing businesses, which includes Taylor and Francis, our three B2B
Markets businesses (Informa Markets, Informa Connect and Informa Tech) and the
Informa Intelligence businesses excluding Pharma Intelligence. The reported
revenues and profits for these businesses in H1 2022 were significantly higher
than H1 2021, reflecting growth in all businesses and particular strength in
B2B Markets following the strong return of Live and On-Demand Events after the
disruption caused by COVID-19 in 2021.
Adjusted results Adjusting Statutory results Adjusted results Adjusting Statutory results
H1 2022 items H1 2022 H1 2022 H1 2021(1) items H1 2021(1) H1 2021(1)
£m £m £m £m £m £m
Continuing operations
Revenue 1,024.6 - 1,024.6 615.4 - 615.4
Operating profit/(loss) 213.3 (141.4) 71.9 51.4 (122.8) (71.4)
Fair value loss on investments - (0.9) (0.9) - - -
Profit/(loss) on disposal - 9.8 9.8 - (0.1) (0.1)
Net finance costs (29.4) - (29.4) (32.9) - (32.9)
Profit/(loss) before tax 183.9 (132.5) 51.4 18.5 (122.9) (104.4)
Tax (charge)/credit (34.0) 25.7 (8.3) (3.1) 9.3 6.2
Profit/(loss) for the period from continuing operations
149.9 (106.8) 43.1 15.4 (113.6) (98.2)
Discontinued operations
Profit for the period from discontinued operations
16.4 1,130.4 1,146.8 16.9 (3.4) 13.5
Profit/(loss) for the period 166.3 1,023.6 1,189.9 32.3 (117.0) (84.7)
Adjusted operating margin from continuing operations 20.8% 8.4%
Diluted EPS from continuing operations
10.0p 3.1p 0.7p (6.8)p
1 Restated (see note 3).
Statutory results
The return of Live and On-Demand Events led to a 66.5% increase in statutory
revenue from continuing operations to £1,024.6m.
For continuing operations, the Group reported a statutory operating profit of
£71.9m this period, compared with an operating loss of £71.4m for the six
months to 30 June 2021.
Statutory net finance costs reduced by £3.5m to £29.4m. The main driver of
this decrease was the reduction in average net debt, reflecting higher free
cash flow in the first half of 2022 and lower net debt following the receipt
of £1.69bn cash on 1 June 2022 from the disposal of the Pharma Intelligence
business.
The combination of all these factors led to a statutory profit before tax for
continuing operations of £51.4m, compared with a loss before tax of £104.4m
in the six months ended 30 June 2021.
For continuing operations this statutory profit led to a tax charge for the
period of £8.3m, compared with a £6.2m tax credit in the six months ended 30
June 2021.
The statutory profit before tax for continuing and discontinued operations was
£1,436.9m, compared with a loss before tax of £88.4m in the six months ended
30 June 2021.
This outcome translated into statutory earnings per share for continuing
operations of 3.1p, compared with a loss per share of 6.8p for the six months
ended 30 June 2021. The difference primarily reflects the continuing strength
of Academic Markets and strong return of Live Events, partially offset by a
higher tax charge in the period. In addition, there is a 3.0% year-on-year
decrease in the weighted average number of shares in the first half of 2022,
reflecting the impact of the Share Buy-Back programme this year, with the
purchase and cancellation of 50.3m shares through the first half.
The results for H1 2021 and FY 2021 have been restated to reflect the impact
of Discontinued Operations following the sale of Pharma Intelligence on 1 June
2022. The effect of this restatement is shown in Note 3 to the condensed
financial statements. In addition, the HY 2021 results have been restated for
the impact of changes to the accounting treatment of certain
software-as-a-service ("SaaS") contracts.
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 growth measures. A full definition of these
metrics can be found in the glossary of terms on page 67. The Divisional table
on page 10 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 Statutory growth
H1 2022 continuing operations
Revenue 47.6% 10.4% 1.4% 7.1% 66.5%
Adjusted operating profit 152.6% 160.0% (18.7)% 21.1% 315.0%
Adjusting items
The items below have been excluded from adjusted results. The total adjusting
items included in the continuing operations operating profit in the period
were £141.4m (H1 2021: £122.8m). The most significant item in H1 2022 was
intangible asset amortisation of £131.1m.
H1 2022 H1 20212 FY 20212
£m £m £m
Continuing operations
Intangible amortisation and impairment
Intangible asset amortisation1 131.1 131.6 261.8
Impairment - acquisition-related intangible assets 3.9 - 7.9
Impairment - right of use assets 2.4 2.0 9.8
Impairment - property and equipment (1.0) 0.7 3.4
Acquisition costs 0.6 0.3 2.9
Integration costs 4.4 2.0 7.2
Restructuring and reorganisation costs
Reorganisation and redundancy costs 1.2 2.4 4.3
Vacant property and finance lease modification costs (3.7) (1.1) -
One-off insurance credits associated with COVID-19 - (18.7) (23.6)
Onerous contracts and one-off costs associated with COVID-19 0.7 4.4 9.7
Subsequent re-measurement of contingent consideration 1.8 (0.8) 4.2
VAT credits - - (6.3)
Adjusting items in operating profit/loss from continuing operations 122.8 281.3
141.4
Fair value loss on investments 0.9 - -
(Profit)/loss on disposal of businesses (9.8) 0.1 (111.8)
Adjusting items in profit before tax from continuing operations 132.5 122.9 169.5
Tax related to adjusting items (25.7) (9.3) (2.4)
Adjusting items in profit for the period from continuing operations
106.8 113.6 167.1
Discontinued operations
Intangible asset amortisation1 0.6 3.2 6.6
Impairment - right of use assets - 0.1 2.0
Impairment - property and equipment (0.1) - 1.0
Acquisition costs 0.6 - 0.3
Integration costs 1.3 0.9 1.5
Restructuring and reorganisation costs 0.1 0.2 0.2
Vacant property and finance lease modification costs (0.3) - 1.7
Adjusting items in operating profit/loss from discontinued operations
2.2 4.4 13.3
(Profit)/loss on disposal of businesses (1,366.5) - 0.7
Adjusting items in profit before tax from discontinued operations (1,364.3) 4.4 14.0
Tax charge/(credit) related to adjusting items 233.9 (1.0) (3.2)
Adjusting items in profit for the period from discontinued operations (1,130.4) 3.4 10.8
Adjusting items in profit for the period from continuing and discontinued (1,023.6) 117.0 177.9
operations
1 Excludes acquired intangible product development and software amortisation.
2 Restated (see note 3).
Intangible amortisation of £131.1m 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.
The table below shows the results and adjusting items by Division for
continuing operations, highlighting further strength in our Subscription-led
businesses, Informa Intelligence and Taylor & Francis, together with the
return to growth in our B2B Markets Divisions.
Informa Markets Informa Intelligence Informa Informa Connect Taylor & Francis
Tech Group
£m £m £m £m £m £m
Revenue from continuing operations 421.4 95.1 136.0 110.5 261.6 1,024.6
Underlying revenue growth 110.6% 2.9% 53.8% 86.5% 3.0% 47.6%
Statutory operating profit/(loss) from continuing operations (9.1) 7.0 13.4 2.3 58.3 71.9
Add back:
Intangible asset amortisation(1) 82.4 5.7 10.1 7.2 25.7 131.1
Impairment - acquisition-related intangible assets 3.9 - - - - 3.9
Impairment - right of use assets (1.2) 4.2 (0.1) (0.1) (0.4) 2.4
Impairment - property and equipment (0.6) (0.1) (0.1) (0.2) (1.0)
Acquisition and integration costs 1.4 2.3 0.7 0.4 0.2 5.0
Restructuring and reorganisation
costs/(credits) (1.8) 0.8 (0.4) (0.3) (0.8) (2.5)
Onerous contracts and one-off costs
associated with COVID-19 0.9 - (0.5) 0.3 - 0.7
Remeasurement of contingent
consideration 0.1 - (0.3) - 2.0 1.8
Adjusted operating profit from continuing operations 76.0 20.0 22.8 9.7 84.8 213.3
Underlying adjusted operating profit growth/(decline) 374.5% 10.2% 78.9% 273.1% (8.6%) 152.6%
(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, consisting of the interest costs on our corporate
bonds and bank borrowings, decreased by £3.5m to £29.4m. The decrease
primarily relates to lower average net debt levels reflecting improving free
cash flow through the first half, as well as higher interest income following
the receipt of cash from the Pharma Intelligence disposal on 1 June 2022.
There were no adjusting items in finance costs or finance income.
The reconciliation of adjusted net finance costs to the statutory finance
costs and finance income is as follows:
H1 2022 H1 2021 FY 2021
£m £m £m
Finance income (5.6) (2.0) (5.7)
Finance costs 35.0 34.9 73.5
Statutory net finance costs 29.4 32.9 67.8
Add back: Adjusting items relating to finance income/costs - - -
Adjusted net finance costs 29.4 32.9 67.8
Taxation
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 taxpayers 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 (as defined in the glossary) reflects the blend
of tax rates and profits in the jurisdictions in which we operate. In H1 2022,
the Effective Tax Rate on continuing operations was 18.5% (H1 2021: 16.8%).
Earnings per share
Adjusted diluted earnings per share (EPS) from continuing operations was
higher at 10.0p (H1 2021: 0.7p), reflecting higher adjusted earnings of
£148.7m (H1 2021: £11.0m), combined with a 3.0% decrease in the weighted
average number of shares following the share buybacks in H1 2022.
An analysis of adjusted diluted EPS and statutory diluted EPS is as follows:
H1 2022 H1 20211 FY 20211
£m £m £m
Statutory profit/(loss) for the period from continuing operations 43.1 (98.2) 59.1
Add back: Adjusting items in profit/loss for the period 106.8 113.6 167.1
Adjusted profit for the period 149.9 15.4 226.2
Non-controlling interests relating to adjusted profit (1.2) (4.4) (14.3)
Adjusted earnings from continuing operations 148.7 11.0 211.9
Weighted average number of shares used in /adjusted diluted EPS (m) 1,488.4 1,510.3 1,510.2
Adjusted diluted EPS (p) from continuing operations 10.0 0.7 14.0
59.1
Statutory profit/(loss) for the period from continuing operations 43.1 (98.2)
Non-controlling interests 3.1 (4.4) (10.3)
Statutory earnings from continuing operations 46.2 (102.6) 48.8
Weighted average number of shares used in diluted EPS (m) 1,488.4 1,501.0 1,510.2
Statutory diluted EPS (p) from continuing operations 3.1 (6.8) 3.2
1 Restated (see note 3).
Dividends
Following the temporary suspension of dividend payments through the COVID
period, the Group will resume ordinary dividend payments with the 2022 interim
dividend, based on an initial payout ratio of around 40% of full year adjusted
earnings.
The Group will look to grow dividends broadly in line with adjusted earnings,
striking a balance between in-year returns to shareholders and retaining the
financial strength and flexibility to reinvest in the business and pursue
growth opportunities.
For H1 2022, the Board has recommended an interim dividend of 3.0p per share.
The interim dividend will be paid on 9 September 2022 to ordinary shareholders
registered as at the close of business on 12 August 2022. A Dividend
Reinvestment Plan (DRIP) will be available for the interim dividend and the
last date for receipt of elections for the DRIP will be 23 August 2022.
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 H1 2022 on continuing and discontinued operations, approximately 69% (H1
2021: 57%) of Group revenue was received in USD or currencies pegged to USD,
with 5% (H1 2021: 5%) received in Euro and around 1% (H1 2021: 12%) in Chinese
renminbi.
Similarly, on continuing and discontinued operations we incurred approximately
57% (H1 2021: 46%) of our costs in USD or currencies pegged to USD, with 2%
(H1 2021: 2%) in Euro and around 3% (H1 2021: 10%) in Chinese renminbi.
For continuing and discontinued operations each one cent ($0.01) movement in
the USD to GBP exchange rate currently has a circa £12.2m (H1 2021: circa
£7.7m) impact on annual revenue, and a circa £4.0m (H1 2021: circa £2.7m)
impact on annual adjusted operating profit.
The following rates versus GBP were applied during the period:
H1 2022 H1 2021 FY 2021
Closing Average Closing Average Closing Average
rate rate rate rate Rate rate
US Dollar 1.21 1.30 1.39 1.39 1.35 1.38
Euro 1.16 1.19 1.16 1.15 1.19 1.16
Renminbi 8.12 8.38 8.95 8.97 8.57 8.87
Free Cash Flow
Cash generation remains 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 an attractive rate, reflecting
the relatively low capital intensity of the Group. In H1 2022, absolute levels
of cash flow improved significantly compared to the prior year period but
remain lower than historical levels due to the current impact of COVID-19 on
our event-led businesses.
The following table reconciles the statutory operating profit/(loss) to
Operating Cash Flow (OCF) and Free Cash Flow (FCF), both of which are defined
in the glossary.
H1 2022 H1 20213 FY 20213
£m £m £m
Statutory operating profit/(loss) 71.9 (71.4) 54.0
Add back: Adjusting items 141.4 122.8 281.3
Adjusted operating profit 213.3 51.4 335.3
Depreciation of property and equipment 5.6 6.5 12.6
Depreciation of right of use assets 12.0 11.5 24.2
Software and product development amortisation 19.5 17.1 35.5
Share-based payments 8.4 7.5 15.0
Loss on disposal of other assets 0.1 - 0.1
Adjusted share of joint venture and associate results (0.9) (1.3) (3.0)
Adjusted EBITDA(1) 258.0 92.7 419.7
Net capital expenditure (29.7) (15.5) (42.4)
Working capital movement(2) (3.1) 61.8 148.8
Pension deficit contributions (2.9) (2.5) (6.3)
Operating Cash Flow 222.3 136.5 519.8
Restructuring and reorganization (5.9) (19.0) (29.5)
Onerous contracts and one-off costs / income associated with COVID-19 (1.1) 17.7 13.9
Net interest (28.3) (24.3) (74.4)
Taxation (40.4) (15.7) (41.6)
Free Cash Flow from continuing operations 146.6 95.2 388.2
Free Cash Flow from discontinued operations 31.8 38.9 50.5
Free Cash Flow 178.4 134.1 438.7
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 Restated (see note 3).
Free Cash Flow from continuing operations was £51.4m higher than H1 2021
principally due to the £161.9m higher adjusted operating profit, partially
offset by higher cash tax of £24.7m, higher capex of £14.2m and a working
capital reduction of £64.9m. The calculation of Operating Cash Flow
conversion and Free Cash Flow conversion is as follows:
H1 2022 H1 20211 FY 20211
£m £m £m
OCF - continuing 222.3 136.5 519.8
Adjusted operating profit 213.3 51.4 335.3
OCF conversion 104.2% 265.6% 155.0%
1 Restated (see note 3).
H1 2022 H1 20211 FY 20211
£m £m £m
FCF - continuing 146.6 95.2 388.2
Adjusted operating profit 213.3 51.4 335.3
FCF conversion 68.7% 185.2% 115.8%
1 Restated (see note 3).
Net capital expenditure from continuing operations was £29.7m (H1 2021:
£15.5m), equivalent to 2.9% of H1 2022 revenue (H1 2021: 2.5%). We expect
full year 2022 capital expenditure to be c.4% relative to revenues following
ongoing investment.
The continuing working capital outflow of £(3.1)m was £64.9m lower than the
inflow in H1 2021, principally reflecting the impact of high levels of cash
previously collected prior to 2022 for events traded in H1 2022. £438.0m of
cash relating to future events held as at 30 June 2022.
Net cash interest payments of £28.3m were £4.0m higher than the prior half
year, largely reflecting the timing of certain EMTN payments.
The following table reconciles for continuing operations net cash inflow from
operating activities, as shown in the consolidated cash flow statement to Free
Cash Flow:
H1 2022 H1 20211 FY 20211
Continuing Continuing Continuing
£m £m £m
Net cash inflow from operating activities for continuing operations per 164.7 103.8 414.4
statutory cash flow
Interest received 4.7 2.0 5.6
Purchase of property and equipment (6.7) (2.4) (6.9)
Purchase of intangible software assets (14.0) (7.7) (26.6)
Product development cost additions (9.0) (5.4) (8.9)
Add back: Acquisition and integration costs paid 6.9 4.9 10.6
Free Cash Flow from continuing operations 146.6 95.2 388.2
1 Restated (see note 3).
Net cash from operating activities for continuing operations increased by
£60.9m to record an inflow of £164.7m, principally driven by the increase in
adjusted operating profit.
The following table reconciles cash generated by operations, as shown in the
Consolidated Cash Flow Statement, to Operating Cash Flow, shown in the Free
Cash Flow table above:
H1 2022 H1 20211 FY 20211
Continuing Continuing Continuing
£m £m £m
Cash generated by operations per statutory cash flow 238.1 145.8 536.0
Capex paid (29.7) (15.5) (42.4)
Add back: Acquisition and integration costs paid 6.9 4.9 10.6
Add back: Restructuring and reorganisation costs paid 5.9 19.0 29.5
Onerous contracts and one-off credits received/costs paid associated with
COVID-19
1.1 (17.7) (13.9)
Operating Cash Flow 222.3 136.5 519.8
1 Restated (see note 3).
The following table reconciles Free Cash Flow from continuing and discontinued
operations to net funds flow and net cash/debt, with net debt reducing by
£1,449.9m to result in £15.3m of net cash during the 6 months to 30 June
2022, primarily due to the Pharma Intelligence disposal proceeds and the
positive free cash of £178.4m, and partly offset by the £293.8m of share
purchases in the period.
H1 2022 H1 20211 FY 20211
£m £m £m
Free Cash Flow from continuing and discontinued operations 178.4 134.1 438.7
Acquisitions (16.8) (3.1) (90.9)
Disposals 1,683.5 3.7 280.9
Dividends paid to non-controlling interests (1.5) (4.8) (8.6)
Dividends received from investments - - 2.8
Issuance of shares - - (0.2)
Purchase of shares (293.8) (1.6) (2.5)
Net funds flow 1,549.8 128.3 620.2
Non-cash movements (122.3) (21.5) (78.9)
Foreign exchange 23.1 76.1 106.2
Net finance lease additions in the period (0.7) (9.7) (18.8)
Net debt at 1 January (1,434.6) (2,029.6) (2,029.6)
Acquired debt - (33.7) (33.7)
Net cash/(debt) 15.3 (1,890.1) (1,434.6)
1 Restated (see note 3).
Financing and Informa leverage
The strong free cash flow performance combined with proceeds from divestments,
partly offset by adverse currency effects through the period, helped to reduce
net debt levels, resulting in net cash of £15.3m at 30 June 2022 (30 June
2021: net debt £1.9bn; 31 December 2021: net debt £1.4bn).
The Group retains significant available liquidity, with unutilised committed
financing facilities available to the Group of £1,099.4m (30 June 2021:
£1,093.3m; 31 December 2021: £1,094.6m). Combined with £2,509.3m of cash,
this resulted in available group level liquidity at 30 June 2022 of
£3,608.7m.
The average debt maturity on our drawn borrowings is currently 3.4 years (30
June 2021: 4.4 years; 31 December 2021: 3.9 years), with no significant
maturities until July 2023.
Net (cash)/debt and committed facilities
30 June 30 June 31 December
2022 2021 2021
£m £m £m
Cash and cash equivalents (2,509.3) (412.4) (884.8)
Bond borrowings 2,039.4 2,037.3 2,001.3
Bond borrowing fees (10.5) (13.7) (12.1)
Bank borrowings 40.8 36.1 36.8
Bank borrowing fees (2.9) (4.0) (3.4)
Derivative assets associated with borrowings - (24.5) (3.4)
Derivative liabilities associated with borrowings 157.3 7.1 40.7
Net (cash)/debt before leases (285.2) 1,625.9 1,175.1
Lease liabilities 277.6 271.8 265.9
Finance lease receivables (7.7) (7.6) (6.4)
Net (cash)/debt (15.3) 1,890.1 1,434.6
Borrowings (excluding derivatives, leases, fees & overdrafts) 2,080.2 2,073.4 2,038.1
Unutilised committed facilities (undrawn RCF) 1,050.0 1,050.0 1,050.0
Unutilised committed facilities (undrawn Curinos facilities) 49.4 43.3 44.6
Total committed facilities 3,179.6 3,166.7 3,132.7
There are no financial covenants on any Group level debt facilities at 30 June
2022 but there are financial covenants on $50.0m of drawn borrowings in our
joint venture, Curinos. Informa's leverage ratio at 30 June 2022 was negative
0.9 times (31 December 2021: 2.8 times), and the Informa interest cover ratio
was 11.0 times (31 December 2021: 7.8 times). Both are calculated consistent
with our historical financial covenants, which no longer apply at 30 June
2022. See the glossary of terms for the definition of Informa leverage ratio
and Informa interest cover.
The calculation of the leverage ratio is as follows:
30 June 30 June 31 December
2022 2021 2021
£m £m £m
Net (cash)/debt (15.3) 1,890.1 1,434.6
Adjusted EBITDA (12 mths) 641.8 315.3 478.1
Adjusted leverage 0.0x 6.0x 3.0x
Adjustment to EBITDA(1) (0.1)x 1.0x 0.4x
Adjustment to net cash/debt1 (0.8)x (0.8)x (0.6x)
Informa leverage ratio (0.9)x 6.2x 2.8x
1 Refer to Glossary for details of the nature of debt covenant adjustments to
EBITDA and Net Debt for Informa leverage ratio.
The calculation of interest cover is as follows:
30 June 2022 30 June 31 December 2021
£m 2021 £m
£m
Adjusted EBITDA (12 mths) 641.8 315.3 478.1
Adjusted net finance costs 53.2 82.7 67.8
Adjusted interest cover 12.1x 3.8x 7.1x
Adjustment to EBITDA(1) (1.1)x (0.2)x 0.7x
Informa Interest cover 11.0x 3.6x 7.8x
1 Refer to Glossary for details of the nature of debt covenant adjustments to
EBITDA for Informa interest cover.
Corporate development
Informa is committed to creating value through identifying, executing and
integrating complementary businesses effectively into the Group as well as
undertaking targeted divestitures. In H1 2022, cash invested in acquisitions
was £16.8m (H1 2021: £3.1m), with £6.4m (H1 2021: £5.2m inflow) net cash
paid relating to acquisitions net of cash acquired. Of this, £0.4m related to
cash paid for business assets (H1 2021: £1.9m), £8.5m (H1 2021: £4.9m) to
acquisition and integration spend and £1.5m receipt (H1 2021: £1.5m) for the
cash settlement on the exercise of an option relating to minority interests.
Net proceeds from disposals for continuing operations amounted to £0.6m (H1
2021: £3.7m), with £1,682.9m relating to the Pharma Intelligence divestment
that completed on 1 June 2022.
Disposals
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 £1.7bn 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 is the largest business
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 £1.4bn, with
this amount being subject to the finalisation of working capital.
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
accrual.
At 30 June 2022, the Group had a net pension surplus of £46.9m (31 December
2021: net pension surplus of £1.6m, 30 June 2021: net pension liability of
£11.0m), comprising pension assets of £58.4m and a pension deficit of
£11.5m. Gross liabilities were £561.8m at 30 June 2022 (31 December 2021:
£735.2m, 30 June 2021 £730.2m). The increase in the net pension surplus
since the year end 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 1.85% to 3.75%.
The Pharma Intelligence disposal 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 will result in a one-off payment
of £19.8m 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 are expected
to be made in H2 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, with the first payment expected in H2 2022. These
additional contributions will continue after the acceleration of the deficit
repair contributions.
Share buyback
As previously announced the Group plans to buy back £725m of shares following
divestments in 2022. By 30 June 2022 £291.6m had been spent purchasing from
the market and cancelling 50.3m shares. The shares acquired were at an average
price of 576p per share, with prices ranging from 507p to 623p.
Audit tender update
As previously announced we recently undertook an audit tender process. This
process has now concluded and, subject to shareholder approval at the 2023
AGM, PricewaterhouseCoopers LLP will be appointed Informa's new auditors,
commencing 1 January 2023 for the audit of the year ended 31 December 2023
onwards.
Principal Risks and Uncertainties
For all companies, risks arise as a natural consequence of doing business.
Informa aims to take a balanced approach to risk: to consciously identify,
understand and take risk where it is consistent with the Company's strategy,
aligns with our overall appetite and tolerance for risk and represents an
opportunity to deliver benefits for the Group and our stakeholders, and to
manage that risk effectively.
The assessment, management and oversight of risk is a continuous activity. We
seek to enhance our risk management approach year-on-year as well as to adapt
to changes in the broader market and economy, to updates in business strategy
and to regulatory developments. Most recently, this has included assessing
risk in the context of the launch of GAP II. Informa's approach to risk
management is focused:
· To identify and understand business risks, to ensure we are being
curious, conscious, and open about the risks we choose to take according to
our risk appetite.
· To develop and deploy appropriate and effective risk strategies
to address these risks and take advantage of opportunities, where these are
present and appropriate.
· To clearly report on risk assessments through the Company's
governance and management channels and bodies.
Informa has an established risk management framework that is designed to
provide the Board, Audit Committee and executive management with oversight of
the most significant risks faced by the Group. Through the Company's risk
management framework, risks are identified, assessed, mitigated, and monitored
in an effective and consistent way, from wherever in the Company's operations
they arise. Regular analysis and scanning for emerging risks are embedded in
our risk management process and overseen by the Risk Committee. The Risk
Committee reports through the Audit Committee which in turn reports through to
the Board. The aim of the framework is to minimise the impact of risks and
uncertainties on delivering our strategy and ensure the Company can respond in
an agile way where the nature of a risk means it cannot be fully managed in
advance. We continue to believe this framework is robust and works well for
Informa, and report publicly on risk twice a year.
The framework comprises:
· Risk methodology: The approach to identify, assess, respond,
manage, monitor, and report on risks, threats, and opportunities within the
operating environment.
· Risk profile and appetite: The nature of the risks Informa is
exposed to and a consistent articulation of our appetite to take and manage
risk where it creates business opportunity.
· Governance: The structures, expertise and accountabilities that
oversee the management of risk and ensure opportunities and risks align with
strategy.
· Policies, processes, and controls: Consistent and rigorous
identification, assessment, management, monitoring and reporting activities.
· Culture: The wider business culture that supports the right
behaviours.
· Tools and infrastructure: Capabilities and systems that enable
risk management.
In the first half of 2022, Informa faced challenges from the Pandemic in the
Company's China operations due to restrictive localised responses.
Additionally, the risk from the transformation and change activity associated
with the delivery of GAP II has been and continues to be the subject of
proactive mitigation activity. . The business has worked to mitigate these
risks, and others, through response plans managed and delivered across our 13
Group Principal Risks. These responses plans and the tracking of delivering
the mitigations of risks have been regularly reported by the Group's Risk
Committee, to both the Board and Audit Committee.
Risk Profile at Half Year 2022
The challenges from the Pandemic, the Russia / Ukraine conflict, macroeconomic
pressures and the significant amount of change activity associated with the
delivery of GAP II continue to have significant influence across the 13 Group
Principal Risks.
The risk of Economic Instability continues to be assessed as high due to the
potential for impacts to businesses and consumers from a variety of dynamics,
including inflationary pressures and potential economic downturns. The
Pandemic risk continues to result in restrictive trading policies across China
in which Informa operates events. Looking beyond the macroeconomic factors,
there are several dynamics that could impact over the course of the 2022
financial year. For example, it is uncertain whether the continued impacts
from political unrest in regions, and economic structures moving from
globalisation to localisation, could impact market confidence. These
pressures could impact customers' willingness to acquire our products and
services being offered.
In response, the Group is investing through GAP II to broaden the portfolio of
products and services we offer, for example, investing in digital and data
products and services with a focus on further expanding in open research,
smart events and audience development and building a position in digital
demand generation.
The risks of Economic Instability, Market Risk, and the Pandemic are also
mitigated through the breadth and diversity of our portfolio of businesses,
and revenue generation streams across the business. In addition, we continue
to grow our portfolio of B2B Digital Services through GAP II, including
Specialist Content, Media, and Specialist Marketing Services activities.
The strength of the Group's specialist brands and customer relationships has
also enabled the Company to continue to build and strengthen our portfolio of
digital and smart events. This increased focus on Digital Services has the
potential to expand our addressable markets, although we recognise that it
carries a degree of execution risk. The Company has, therefore, maintained the
Market Risk assessment as high.
Through the continued delivery of GAP II, and the heightened activity in
relation to growing and structuring our portfolio to deliver GAP II,
acquisition planning and divestment activity has increased in H1 2022. As a
result, the risks associated with acquisition activity, such as those relating
to integration, pricing, and performance, have naturally increased. The
Acquisition and Integration Risk assessment has, therefore, been adjusted to
carry a higher probability. Whilst it is recognised that this risk is material
to the Group, it is deemed to be manageable given the strong procedures in
place and based on our previous history of delivery of M&A activity.
The Company places reliance on Key Counterparties in certain activities and
areas of business operations. Global economic uncertainty, reduced revenue and
capacity constraints may lead to individual Key Counterparties becoming less
reliable and, consequently, this risk continues to be monitored closely.
Data Privacy related risks remain relevant for Informa and will naturally
increase as GAP II expands the Digital Services offering and uses data in new
ways to reach target audiences and improve the digital customer experience.
The Company maintains compliance with the relevant data privacy requirements,
with ongoing review and focus on the evolving privacy regulations in the
countries in which we operate.
The Principal Risk around the Inability to Attract and Retain Key Talent is
evolving as we deliver GAP II, which will require new skill sets to support
execution as we compete for digital talent that can be harder to attract.
For the Half Year 2022 Report, the Group recognises 13 Principal Risks which
have the potential to cause the most significant impact to the delivery of its
strategic objectives, performance, future prospects and reputation. These are
the same 13 Principal Risks and Uncertainties outlined on pages 68 to 79 of
the 2021 Annual Report and Accounts (available on the Company's website at
www.informa.com (www.informa.com) ).
These risks are summarised below (not in order of magnitude):
· Acquisition and integration risk
· Data loss and cyber breach
· Economic instability
· Health and safety incident
· Inability to attract and retain key talent
· Inadequate regulatory compliance
· Ineffective change management
· Inadequate response to major incidents
· Market risk
· Pandemic risk
· Privacy regulation risk
· Reliance on key counterparties
· Technology failure
Going Concern
Overview
In adopting the going concern basis for preparing the financial statements,
the Directors have considered the future trading prospects of the Group's
businesses, the Group's cash generation in H1 2022, available liquidity, debt
maturities and the Group's Principal Risks as set out on the previous two
pages. There are no financial covenants on any of the Group level borrowings.
Liquidity and Financing
The Group has a strong liquidity position. At 30 June 2022, the Group has
£2.5bn of cash and undrawn committed credit facilities of £1.1bn. In the
first half of 2022, the Group generated cash and separately completed the sale
of the Pharma Intelligence business, significantly increasing Group liquidity
since 31 December 2021.
The Group is a well-established borrower with an investment grade credit
rating from Fitch, Moody's and S&P, which provides the Directors with
confidence that the Group could further increase liquidity by raising
additional debt finance. The Group has no financial covenants on any of its
Group level borrowings.
In July 2023 the Group's €650m EUR EMTN loan matures and is forecast to be
fully repaid in each of the scenarios modelled. The first tranche of the
Revolving Credit Facility ("RCF") mainly matures in February 2024, with the
second tranche mainly maturing in February 2026.
Financial modelling
For the purposes of going concern, the Directors have modelled a base case
with sensitivities and a reverse stress test for the going concern assessment
period to the end of 2023. These downside scenarios and reverse stress test do
not reflect the Directors view of the actual trading outlook.
In modelling the base case, the Directors have assumed that Live and On-demand
Events continue to return around the world and event revenues strengthen
during 2023 with the events schedule returning to a pre-pandemic timing and a
growth in digital revenue driven by GAP II. Under this scenario, the Group
maintains a liquidity headroom of more than £2.4bn.
The following sensitivities have been modelled against the base case:
· No Live and On-demand Events to run in Mainland China in 2022 and
in 2023 only 50% of forecast revenues generated to reflect continued
disruption from COVID-19.
· No revenue growth forecast for the remainder (excluding Mainland
China) of the Events Divisions, including new digital revenue streams to
reflect an unforeseen slowdown in the business.
In this case, including both sensitivities, the Group maintains liquidity
headroom of more than £2.1bn.
The reverse stress test assesses the liquidity position if the Group had no
gross profit from 1 July 2022 to the end of 2023, no cost savings are made and
all customer receipts are refunded with no further receipts collected in this
period. In this test, the Group maintains positive liquidity headroom until at
least the end of 2023.
Going concern basis
Based on the scenarios modelled the Directors believe that the Group is well
placed to manage its financing and other business risks satisfactorily and
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 these consolidated interim financial statements. The Directors,
therefore, consider it appropriate to adopt the going concern basis of
accounting in preparing the financial statements.
Cautionary statements
This interim management report contains certain forward-looking statements.
These statements are subject to a number of risks and uncertainties and actual
results and events could differ materially from those currently being
anticipated. The terms 'expect', 'should be', 'will be' and similar
expressions (or their negative) identify forward-looking statements. Factors
which may cause future outcomes to differ from those foreseen in
forward-looking statements include, but are not limited to: general economic
conditions and business conditions in Informa's markets; exchange rate
fluctuations, customers' acceptance of its products and services; the actions
of competitors; legislative, fiscal and regulatory developments; changes in
law and legal interpretation affecting Informa's intellectual property rights
and internet communications; and the impact of technological change.
Past performance should not be taken as an indication or guarantee of future
results, and no representation or warranty, express or implied, is made
regarding future performance. These forward-looking statements speak only as
of the date of this interim management report and are based on numerous
assumptions regarding Informa's present and future business strategies and the
environment in which Informa will operate in the future. Except as required by
any applicable law or regulation, the Group expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this document to reflect any change in
the Group's expectations or any change in events, conditions or circumstances
on which any such statement is based after the date of this announcement or to
update or keep current any other information contained in this interim
management report.
Nothing in this interim management report should be construed as a profit
forecast. All persons, wherever located, should consult any additional
disclosures that Informa may make in any regulatory announcements or documents
which it publishes. This announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any Informa PLC
shares, in the UK, or in the US, or under the US Securities Act 1933 or in any
other jurisdiction.
Board of Directors
Biographical details for the current Directors of Informa plc can be found on
the Company's website:
www.informa.com. (http://www.informa.com/)
The Directors of Informa plc were listed in the 2021 Annual Report and
Accounts.
Responsibility Statement
We confirm that to the best of our knowledge:
a) the consolidated interim financial statements have been prepared in
accordance with the United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting";
b) the consolidated interim financial statements, which have been prepared in
accordance with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit or loss of
the issuer, or the undertakings included in the consolidation as a whole as
required by DTR 4.2.4R;
c) the interim management report includes a fair review of the information
required by DTR 4.2.7R, namely;
i. an indication of important events that have occurred during the first six
months of the financial year and their impact on the consolidated interim
financial statements; and
ii. a description of the principal risks and uncertainties for the remaining
six months of the financial year.
a) the interim management report includes, as required by DTR 4.8, a fair
review of material related party transactions that have taken place in the
first six months of the financial year and any material changes in the
related-party transactions described in the 2021 Annual Report.
Approved by the Board on 3 August 2022 and signed on its behalf by:
Stephen A.
Carter
Chief
Executive
Independent Review Report to Informa PLC
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2022 which comprises the Condensed Consolidated Income Statement, the
Condensed Consolidated Statement of Comprehensive Income, the Condensed
Consolidated Balance Sheet, the Condensed Consolidated Statement of Changes in
Equity, the Condensed Consolidated Cash Flow Statement and related notes 1 to
19.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2022 is not prepared, in all
material respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom. A review of interim financial
information consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK) and consequently does
not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
As disclosed in note 1, the annual financial statements of the group will be
prepared in accordance with United Kingdom adopted international accounting
standards. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim Financial
Reporting".
Conclusion Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
this ISRE (UK), however future events or conditions may cause the entity to
cease to continue as a going concern.
Responsibilities of the directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing the group's ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly financial report, we are responsible for
expressing to the group a conclusion on the condensed set of financial
statement in the half-yearly financial report. Our conclusion, including our
Conclusions Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.
Use of our report
This report is made solely to the company in accordance with International
Standard on Review Engagements (UK) 2410 "Review of Interim Financial
Information Performed by the Independent Auditor of the Entity" issued by the
Financial Reporting Council. Our work has been undertaken so that we might
state to the company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our review work, for this report, or for the conclusions
we have formed.
Deloitte LLP Statutory Auditor London, UK
3 August 2022
Condensed Consolidated Income Statement
For the six months ended 30 June 2022
6 months ended 30 June
(unaudited)
Adjusted results Adjusting Statutory results Adjusted results Adjusting Statutory results Year ended 31 December
items items
2022 2022 2022 2021 2021 2021 2021
(unaudited) (unaudited) (unaudited) (restated and (restated and (restated and (restated and unaudited) 1
unaudited) 1 unaudited) 1 unaudited) 1
Notes £m £m £m £m £m £m £m
Continuing operations
Revenue 4 1,024.6 - 1,024.6 615.4 - 615.4 1,643.1
Net operating expenses1 (812.2) (141.3) (953.5) (565.3) (122.8) (688.1) (1,592.1)
Operating profit/(loss) before joint ventures and associates 212.4 71.1 50.1 (122.8) (72.7) 51.0
(141.3)
Share of results of joint ventures and associates 0.9 (0.1) 0.8 1.3 - 1.3 3.0
Operating profit/(loss) 213.3 (141.4) 71.9 51.4 (122.8) (71.4) 54.0
Fair value loss on investments - (0.9) (0.9) - - - -
Profit/(loss) on disposal of subsidiaries and operations - 9.8 9.8 - (0.1) (0.1) 111.8
Finance income 6 5.6 - 5.6 2.0 - 2.0 5.7
Finance costs 7 (35.0) - (35.0) (34.9) - (34.9) (73.5)
Profit/(loss) before tax 183.9 (132.5) 51.4 18.5 (122.9) (104.4) 98.0
Tax (charge)/credit 8 (34.0) 25.7 (8.3) (3.1) 9.3 6.2 (38.9)
Profit/(loss) for the 59.1
period from continuing operations
149.9 (106.8) 43.1 15.4 (113.6) (98.2)
Discontinued operations
Profit for the period from discontinued operations 29.1
9 16.4 1,130.4 1,146.8 16.9 (3.4) 13.5
Profit/(loss) for the period 166.3 1,023.6 1,189.9 32.3 (117.0) (84.7) 88.2
Profit for the period attributable to:
Equity holders of the Company 77.9
165.1 1,027.9 1,193.0 27.9 (117.0) (89.1)
Non-controlling interests 1.2 (4.3) (3.1) 4.4 - 4.4 10.3
Condensed Consolidated Income Statement (Continued)
For the six months ended 30 June 2022
6 months ended 30 June
(unaudited)
Adjusted results Adjusting Statutory results Adjusted results1 Adjusting Statutory results1 Year ended 31 December
items Items1
2021
2022 2022 2022 2021 2021 2021 (restated and unaudited) 1
Notes
Earnings per share
From continuing operations
Basic (p) 11 10.0 3.1 0.7 (6.8) 3.3
Diluted (p) 11 10.0 3.1 0.7 (6.8) 3.2
From continuing and discontinued operations
Basic (p) 11 11.2 80.6 1.9 (5.9) 5.2
Diluted (p) 11 11.2 80.2 1.9 (5.9) 5.2
1 Restated for discontinued operations and SaaS for 6 months ended 30 June
2021 and restated for discontinued operations in year ended 31 December 2021
(see note 3).
The notes on pages 35 to 66 are an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2022
6 months 6 months Year ended
ended ended
30 June 30 June 31 December
2022 2021 2021
(unaudited) (restated and unaudited) 1 (restated and unaudited)1
£m £m £m
Profit/(loss) for the period1 1,189.9 (84.7) 88.2
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of the net retirement benefit pension obligation 44.0 59.3 69.2
Tax relating to items that will not be reclassified to profit or loss (0.8) (9.1) (10.3)
Total items that will not be reclassified subsequently to profit or loss 43.2 50.2 58.9
Items that have been reclassified subsequently to profit or loss
Recycling of exchange gains/(loss) arising on disposal of foreign operations (1.4) - -
Items that may be reclassified subsequently to profit or loss
Exchange gain/(loss) on translation of foreign operations 450.2 (96.7) 1.2
Exchange gain/(loss) on net investment hedge debt (35.1) 44.0 48.2
Loss on derivatives in net investment hedging relationships 19.7 (73.5) (42.4)
Cash flow hedges
Gain/(loss) on derivatives in cash flow hedging relationships (6.1) 25.2 (37.0)
Less: (loss)/gain reclassified to profit or loss (22.0) 59.6 91.5
Movement in cost of hedging reserve 7.6 (4.7) (2.4)
Tax (charge)/credit relating to items that may be reclassified subsequently to (0.1)
profit or loss
(1.3) (1.9)
Total items that may be reclassified subsequently to profit or 414.2 (47.4)
loss 57.2
Other comprehensive income/(expense) for the period 456.0 2.8 116.1
Total comprehensive income/(expense) for the period 1,645.9 (81.9) 204.3
Total comprehensive income/(expense) for the period attributable to:
- Equity holders of the Company 1,646.0 (88.7) 191.3
- Non-controlling interest (0.1) 6.8 13.0
Total comprehensive income/(expense) for the period attributable to equity
holders of the Company:
- Continuing operations 500.6 (102.2) 162.2
- Discontinued operations 1,145.4 13.5 29.1
1,646.0 (88.7) 191.3
1 Restated for discontinued operations and SaaS for 6 months ended 30
June 2021 and restated for discontinued operations in year ended 31 December
2021 (see note 3).
The notes on pages 35 to 66 are an integral part of these Condensed
Consolidated Financial Statements.
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2022 (unaudited)
Share premium Non- controlling
Share capital account Translation Other reserves Retained earnings Total1 interests Total equity
reserve
£m £m £m £m £m £m £m £m
At 1 January 2022 1.5 1,878.6 (208.0) 2,028.0 2,057.7 5,757.8 288.1 6,045.9
Profit for the - - . - 1,193.0 1,193.0 (3.1) 1,189.9
period
Exchange gain on translation of foreign - - 447.2 - - 447.2 3.0 450.2
Operations
Exchange loss on net - - (35.1) - - (35.1) - (35.1)
investment hedge debt
Gain arising on - - 19.7 (20.5) - (0.8) - (0.8)
derivative hedges
Foreign exchange recycling on disposal of subsidiaries - - (1.4) - - (1.4) - (1.4)
Actuarial gain on defined benefit pension - - - - 44.0 44.0 - 44.0
Schemes
Tax relating to components of other comprehensive income - - (0.1) - (0.8) (0.9) - (0.9)
Total comprehensive income/(expense) for - - 430.3 (20.5) 1,236.2 1,646.0 (0.1) 1,645.9
the period
Dividends to non- - - - - - - (1.5) (1.5)
controlling interests
Share award expense - - - 8.4 - 8.4 - 8.4
Issue of share capital - - - - - - - -
Own shares purchased - - - (2.2) - (2.2) - (2.2)
Share buyback(2) - - (111.0) (291.6) (402.6) - (402.6)
Transfer of vested LTIPs - - - (11.1) 11.1 - - -
At 30 June 2022 1.5 1,878.6 222.3 1,891.6 3,013.4 7,007.4 286.5 7,293.9
1 Total attributable to equity holders of the Company.
(2) £111.0m (2021 - £nil) represents Informa's present value of future
commitments for share buy-backs with Bank of America as at 30 June 2022.
The notes on pages 35 to 66 are an integral part of these Condensed
Consolidated Financial Statements.
For the six months ended 30 June 2021 (restated and unaudited) 2
Share premium Non- controlling
Share capital account Translation Other reserves Retained earnings Total1 interests Total equity
reserve
£m £m £m £m £m £m £m £m
At 1 January 2021 1.5 1,878.8 (206.2) 1,969.6 1,821.3 5,465.0 177.0 5,642.0
Restatement (see note 3) - - (4.2) 4.2 (14.0) (14.0) - (14.0)
At 1 January 2021 restated 1,878.8 (210.4) 1,973.8 1,807.3 5,451.0 177.0 5,628.0
1.5
Loss for the
period2 - - - - (89.1) (89.1) 4.4 (84.7)
Exchange loss on translation of foreign
operations - - (99.1) - - (99.1) 2.4 (96.7)
Exchange gain on net
investment hedge debt - - 44.0 - - 44.0 - 44.0
Gain arising on
derivative hedges - - (73.5) 80.1 - 6.6 - 6.6
Actuarial gain on defined benefit pension
schemes - - - - 59.3 59.3 - 59.3
Tax relating to components of other
comprehensive income - - (1.3) - (9.1) (10.4) - (10.4)
Total comprehensive (expense)/income for
the period - - (129.9) 80.1 (38.9) (88.7) 6.8 (81.9)
Dividends to non-
controlling interests - - - - - - (4.8) (4.8)
Share award expense - - - 7.5 - 7.5 - 7.5
Issue of share capital - (0.2) - - - (0.2) - (0.2)
Own shares purchased - - - (1.4) - (1.4) - (1.4)
Transfer of vested LTIPs - - - (10.4) 10.4 - - -
Disposal of NCI - - - - (4.5) (4.5) 4.5 -
Acquisition of NCI - - - - 101.2 101.2 112.6 213.8
At 30 June 2021 (restated) 1.5 1,878.6 (340.3) 2,049.6 1,875.5 5,464.9 296.1 5,761.0
1 Total attributable to equity holders of the Company.
2 Restated (see note 3).
The notes on pages 35 to 66 are an integral part of these Condensed
Consolidated Financial Statements.
For the twelve months ended 31 December 2021 (audited)
Share premium Translation Non- controlling
Share capital account reserve Other reserves Retained earnings Total1 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 gain on translation of foreign operations - - (1.5) - - (1.5) 2.7 1.2
Exchange gain on net - - 48.2 - - 48.2 - 48.2
investment hedge
Gain arising on - - (42.4) 52.1 - 9.7 - 9.7
derivative hedges
Actuarial gain on defined benefit pension - - - - 69.2 69.2 - 69.2
schemes
Tax relating to components of other - - (1.9) - (10.3) (12.2) - (12.2)
Comprehensive income
Total comprehensive (expense)/income for - - 2.4 52.1 136.8 191.3 13.0 204.3
the year
Dividends to non- - - - - - - (8.6) (8.6)
controlling interests
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- - - - - 101.7 101.7 108.2 209.9
controlling interest
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
1 Total attributable to equity holders of the Company.
The notes on pages 35 to 66 are an integral part of these Condensed
Consolidated Financial Statements.
At 30 June 2022 At 30 June 2021 At 31 Dec 2021
(unaudited) (restated and unaudited) 1 (audited)
Notes £m £m £m
Goodwill 12 5,673.6 5,648.5 5,717.0
Other intangible assets 2,881.9 3,024.2 2,883.6
Property and equipment 46.7 46.5 41.5
Right of use assets 205.5 205.2 199.3
Investments in joint ventures and associates 30.3 21.0 29.1
Other investments 175.3 7.5 6.1
Deferred tax assets 0.5 1.0 0.7
Retirement benefit surplus 58.4 6.2 15.5
Finance lease receivables 5.0 5.9 4.5
Other receivables 20.2 21.5 23.7
Derivative financial instruments - 24.5 3.4
Non-current assets 9,097.4 9,012.0 8,924.4
Inventory 29.4 34.4 27.4
Trade and other receivables 479.2 322.1 358.8
Current tax asset 0.5 1.7 0.3
Cash and cash equivalents 14 2,509.3 412.4 884.8
Finance lease receivables 2.7 1.7 1.9
Derivative financial instruments - 0.5 -
Assets classified as held for sale - 21.0 -
Current assets 3,021.1 793.8 1,273.2
Total assets 12,118.5 9,805.8 10,197.6
Lease liabilities (29.7) (31.7) (30.0)
Derivative financial instruments (0.3) - (0.4)
Current tax liabilities (196.8) (62.6) (73.6)
Provisions (28.9) (30.4) (23.2)
Trade and other payables (668.1) (377.0) (497.3)
Deferred income (837.2) (737.9) (725.5)
Liabilities associated with assets classified as held for sale - (3.7) -
Current liabilities (1,761.0) (1,243.3) (1,350.0)
Borrowings 15 (2,066.8) (2,055.7) (2,022.6)
Lease liabilities (247.9) (240.1) (235.9)
Derivative financial instruments (157.5) (7.1) (40.7)
Deferred tax liabilities (513.2) (413.3) (422.5)
Retirement benefit obligation (11.5) (17.2) (13.9)
Provisions (46.5) (43.3) (43.2)
Trade and other payables (17.4) (20.3) (17.5)
Deferred income (2.8) (4.5) (5.4)
Non-current liabilities (3,063.6) (2,801.5) (2,801.7)
Total liabilities (4,824.6) (4,044.8) (4,151.7)
Net assets 7,293.9 5,761.0 6,045.9
Share capital 13 1.5 1.5 1.5
Share premium account 1,878.6 1,878.6 1,878.6
Translation reserve 222.3 (340.3) (208.0)
Other reserves 1,891.6 2,049.6 2,028.0
Retained earnings 3,013.4 1,875.5 2,057.7
Equity attributable to equity holders of the Company 7,007.4 5,464.9 5,757.8
Non-controlling interest 286.5 296.1 288.1
Total equity 7,293.9 5,761.0 6,045.9
1 Restated (see note 3).
The notes on pages 35 to 66 are an integral part of these Condensed
Consolidated Financial Statements. The Board of Directors approved these
Condensed Consolidated Financial Statements on 3 August 2022.
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2022
6 months 6 months Year ended 31 December
ended ended
30 June 2022 30 June 2021 2021
(unaudited) (restated and unaudited) 1 (restated and unaudited) 1
Notes £m £m £m
Operating activities
Cash generated from continuing operations 14 238.1 145.8 536.0
Income taxes paid (40.4) (15.7) (41.6)
Interest paid (33.0) (26.3) (80.0)
Cash inflow from operating activities - continuing operations 164.7 103.8 414.4
Cash inflow from operating activities - discontinued operations 57.2
9 34.4 41.8
Net cash inflow from operating activities 199.1 145.6 471.6
Investing activities
Interest received 4.7 2.0 5.6
Dividends received from investments - - 2.8
Purchase of property and equipment (6.7) (2.4) (6.9)
Purchase of intangible software assets (14.0) (7.7) (26.6)
Product development cost additions (9.0) (5.4) (8.9)
Purchase of intangibles related to titles, brands and customer (0.4) (3.3)
relationships (1.9)
Acquisition of subsidiaries and operations, net of cash acquired (6.4) 5.2 (68.2)
Acquisition of investment - - (7.6)
Proceeds from disposal of subsidiaries and operations 0.6 3.7 280.9
Cash inflow from investing activities - continuing operations (31.2) (6.5) 167.8
Cash inflow from investing activities - discontinued operations (6.4)
9 1,678.7 (2.9)
Net cash inflow/(outflow) from investing activities 1,647.5 (9.4) 161.4
Financing activities
Dividends paid to shareholders 10 - - -
Dividends paid to non-controlling interests (1.5) (4.8) (8.6)
Repayment of loans (0.1) - (0.1)
Borrowing fees paid - - (0.5)
Repayment of the principal lease liabilities (13.3) (15.2) (35.6)
Finance lease receipts 1.2 0.9 1.9
Acquisition of non-controlling interests (1.5) (1.5) (1.5)
Cash outflow from purchase of shares (293.8) (1.6) (2.5)
Cash inflow from issue of shares - - (0.2)
Cash (outflow)/inflow from financing activities - continuing operations (22.2) (47.1)
(309.0)
Cash inflow from financing activities - discontinued operations - - -
9
Net cash (outflow)/inflow from financing activities (309.0) (22.2) (47.1)
Net increase in cash and cash equivalents 1,537.6 114.0 585.9
Effect of foreign exchange rate changes 86.9 (1.0) (0.5)
Cash and cash equivalents at beginning of the year 884.8 299.4 299.4
Cash and cash equivalents at end of period 14 2,509.3 412.4 884.8
1 Restated (see note 3).
The notes on pages 35 to 66 are an integral part of these Condensed
Consolidated Financial Statements.
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2022
1. General information and basis of preparation
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 unaudited Condensed set of Consolidated Financial Statements as at 30 June
2022 and for the six months 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 Condensed set of Consolidated Financial Statements were approved for
issue by the Board of directors on 3 August 2022 and have been prepared in
accordance with the United Kingdom adopted International Accounting Standard
34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
The Condensed set of Consolidated Financial Statements has been prepared on a
going concern basis, as outlined on page 22, and does not constitute the
Group's statutory financial statements within the meaning of section 434 of
the Companies Act 2006. The Condensed set of Consolidated Financial Statements
should be read in conjunction with the Annual Report and audited Financial
Statements for the year ended 31 December 2021, which have been prepared in
accordance with international accounting standards in conformity with the
Companies Act 2006 and with UK adopted International Accounting Standards.
The Group's most recent statutory financial statements, which comprise the
Annual Report and audited Financial Statements for the year ended 31 December
2021, were approved by the Directors on 14 March 2022 and delivered to the
Registrar of Companies. The 31 December 2021 balances in this report before
the restatement for discontinued operations (shown in note 3) have been
extracted from the Annual Report. The Auditor's Report on those accounts was
not qualified, did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying the report and
did not contain statements under section 498 of the Companies Act 2006. The
Consolidated Financial Statements of the Group as at, and for the year ended,
31 December 2021 is available upon request from the Company's registered
office at 5 Howick Place, London, SW1P 1WG, United Kingdom or at
www.informa.com. (http://www.informa.com/)
2. Accounting policies and estimates
In the application of the Group's accounting policies, which are described in
the annual report and accounts, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities
that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The same accounting policies and methods of computation are followed in the
condensed consolidated financial statements for the six months ended 30 June
2022 as compared with the most recent annual report and accounts.
2. Accounting policies and estimates (continued)
Critical accounting judgements & estimates
As at 30 June 2022, the Group noted three critical judgements, relating to the
identification of CGUs, identification of adjusting items and goodwill
attributable to the Pharma Intelligence disposal which attributed goodwill
using realisable values for businesses within the Intelligence Division.
The critical judgements identified at 31 December 2021 were the identification
of CGUs and the Identification of adjusting items.
As at 30 June 2022, the Group noted one key source of estimation uncertainty.
This was with regards to retirement benefit obligations.
There were two key sources of estimation uncertainty identified at 31 December
2021. These were the cashflow forecast for the impairment assessment of
goodwill and the measurement of retirement benefit obligations.
Measurement of retirement benefit obligations
The measurement of the retirement benefit obligation involves the use several
assumptions. The most significant of these relate to the discount rate and
mortality assumptions. The most significant scheme is the UBM Pension Scheme
(UBMPS). Note 34 of the accounts for the year ended 31 December 2021 details
the principal assumptions which have been adopted following advice received
from independent actuaries and also provides sensitivity analysis with regard
to changes to these assumptions. As at 30 June 2022, the group has a total
pension liability of £561.8m (30 June 2021: £730.2m, 31 December 2021:
£735.2m), and a net pension surplus of £46.9m (30 June 2021: net deficit of
£11.0m, 31 December 2021: net surplus of £1.6m).
Basis of preparation
The group has adopted new standards and interpretations effective as of 1
January 2022, specifically, these are:
· Amendments to IFRS 3 Business Combinations; IAS 16
Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and
Contingent Assets; and Annual Improvements 2018-2020 (All issued 14 May 2020)
The adoption of these amendments and interpretations has not led to any
changes to the Group's accounting policies or had any material impact on the
financial position or performance of the Group. Other amendments to IFRSs
effective for the period ended 30 June 2022 have no impact on the group.
The preparation of the Condensed Set of Consolidated Financial Statements
requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
estimates.
The tax charge/credit in the Condensed Consolidated Income Statement for the
interim period is determined using an estimate of the Effective Tax Rate for
the full year, adjusted for any adjusting items in the period.
Revenue
IFRS 15 Revenue from Contracts with Customers provides a single,
principles-based five-step model to be applied to all sales contracts. It is
based on the transfer of control of goods and services to customers and
requires the identification and assessment of the satisfaction of delivery of
each performance obligation in contracts in order to recognise revenue.
Where separate performance obligations are identified in a single contract,
total revenue is allocated on the basis of relative stand-alone selling prices
to each performance obligation, or management's best estimate of relative
value where stand-alone selling prices do not exist.
2. Accounting policies and estimates (continued)
Revenue (continued)
Revenue is measured at the fair value of consideration received or receivable
and represents amounts receivable for goods and services provided in the
normal course of business, net of discounts, VAT and other sales-related
taxes, and provisions for returns and cancellations. Revenue for each category
type is typically fixed at the date of the order and is not variable. Payments
received in advance of the satisfaction of a performance obligation are held
as deferred income until the point at which the performance obligation is
satisfied.
Revenue type Performance Revenue recognition Timing of customer
Obligations accounting policy payments
Exhibitor and related services Provision of services associated with exhibition and conference events, Performance obligations are satisfied at the point of time that services are Payments for events are normally received in advance of the event dates, which
including virtual events. provided to the customer with revenue recognised when the event has taken are typically up to 12 months in advance of the event date and are held as
place. deferred income until the event date.
Subscriptions Provision of journals and online information services that are provided on a Performance obligations are satisfied over time, with revenue recognised Subscriptions payments are normally received in advance of the commencement of
periodic basis or updated on a real- time basis. straight-line over the period of the subscription. the subscription period which is typically a 12 month period and are held as
deferred income.
Transactional sales Provision of books and specific publications in print or digital format. Revenue is recognised at the point of time when control of the product is Transactional sales to customers are typically on credit terms and customers
passed to the customer or the information pay accordingly to these terms.
service has been provided.
Attendee revenue Provision of exhibition or conference events. Performance obligations are satisfied at the point of time that the event is Payments by attendees are normally received either in advance of the event
held, with attendee revenue recognised at this date. date or at the event.
Marketing, advertising services and sponsorship Provision of advertising, marketing services and event sponsorship. Performance obligations are satisfied over the period of the advertising Payment for such services are normally received in advance of the marketing,
subscription or over the period when the marketing service is provided. advertising or sponsorship period.
Revenue relating to advertising or sponsorship at events is recognised on a
point of time
basis at the event date.
2. Accounting policies and estimates (continued)
Revenue relating to barter transactions is recorded at fair value and the
timing of recognition is in line with the above. Expenses from barter
transactions are recorded at fair value and recognised as incurred. Barter
transactions typically involve the trading of show space or conference places
in exchange for services provided at events or media advertising. See note 4
for further details of revenue by segment.
Financial risk management and financial instruments
The Group has exposure to the following risks from its use of financial
instruments:
· Insufficient Capital risk management
· Financial Market risk
· Credit risk
· Liquidity risk
The Condensed set of Consolidated Financial Statements do not include all
financial risk management information and disclosures required in the annual
financial statements; they should be read in conjunction with the Group's
annual statutory Financial Statements as at 31 December 2021.
Impairment of goodwill
We consider whether the carrying value of our goodwill and our intangible
assets is impaired on an annual basis and more frequently if there are
indicators of impairment. The most recent annual impairment review was
performed as at 31 December 2021. For the half year we consider whether there
have been any impairment indicators identified, either internal or external
and undertake an impairment review if indicators are identified.
We test for the impairment of intangible assets at the individual Cash
Generating Unit ("CGU") level and do this by comparing the carrying value of
assets in each cash CGU with the recoverable amount being the higher of the
fair value less cost to sell and value in use calculations derived from the
latest Group cash flow projections.
We test for the impairment of goodwill at the level at which goodwill is
monitored being the business segment level for all Divisions except for the
Intelligence Division where it is monitored at the CGU level. We test for
goodwill impairment by aggregating the carrying value of assets across CGUs or
individual CGUs and comparing this to the recoverable amount.
Discontinued operations
A discontinued operation is a component of the entity that either has been
disposed of, or is classified as held for sale and that represents a separate
major line of business or geographical area of operations, is part of a single
co-ordinated plan to dispose of such a line of business or area of operations,
or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the condensed consolidated
income statement (see note 9).
3. Restatement
Restatement related to Software-as-a-Service arrangements (SaaS)
The Group changed its accounting policy in 2021 related to the capitalisation
of certain software costs following the IFRIC Interpretation Committee's
agenda decision relating to the capitalisation of costs of configuring or
customising application software under SaaS arrangements. The updated
accounting policy can be found in note 2 to the 2021 financial statements.
The Group's accounting policy has historically been to capitalise costs
directly attributable to the configuration and customisation of SaaS
arrangements as intangible assets in the Balance Sheet, irrespective of
whether the services were performed by the SaaS supplier or a third party.
Following the adoption of the IFRIC guidance, SaaS arrangements were
identified and assessed to determine if the Group has control of the software
with ongoing rights to access the cloud provider's application software beyond
the contract period. For those arrangements where we do not have control of
the software, the Group derecognised the intangible asset previously
capitalised and recognised the costs to configure or customise and the ongoing
fees to obtain access to the cloud provider's application software as
operating expenses when the services were received.
The implementation of the updated accounting policy gave rise to a restatement
at 30 June 2022 in accordance with IAS 8, and IAS 1 (revised) of the
comparative period, with a restatement of the H1 2021 Condensed Consolidated
Income Statement, Balance Sheet, Cash Flow Statement, Statement of Changes in
Equity and to the opening reserves as at 1 January 2021 as detailed below.
This change led to a £14.2m reduction in intangible assets recognised in the
30 June 2021 Balance Sheet and a £2.6m reduction in loss before tax in the
six months ended 30 June 2021. The full year 2021 results include the SaaS
update and therefore no restatement is required for SaaS.
Restatement of Income statement and Cash flow relating to discontinued
operations
The previously reported Consolidated Income statements and Consolidated cash
flow statement for the 6 months ended 30 June 2021 and the year ended 31
December 2021 have been restated to show results for continuing and
discontinuing operations following the disposal of the Pharma Intelligence
business on 1 June 2022 (see note 9).
3. Restatement (continued)
Condensed Consolidated Income Statement for the six months ended 30 June 2021
Previously Reported Impact of restatement Impact of restatement Restated for SaaS Discontinued operation Restated
due to SaaS due to SaaS from discontinued operations
from continuing operations
£m £m £m £m £m £m
Continuing operations
Revenue 688.9 - - 688.9 (73.5) 615.4
Net operating expenses before adjusting items (621.0) 2.4 (618.4) 53.1 (565.3)
0.2
Share of results of joint ventures and associates
1.3 - - 1.3 - 1.3
Adjusted operating profit/(loss) 69.2 2.4 0.2 71.8 (20.4) 51.4
Adjusting item expenses in operating loss (127.2) - - (127.2) 4.4 (122.8)
Operating (loss)/profit (58.0) 2.4 0.2 (55.4) (16.0) (71.4)
Loss on disposal of subsidiaries and operations (0.1) - - (0.1) - (0.1)
Finance income 2.0 - - 2.0 - 2.0
Finance costs (34.9) - - (34.9) - (34.9)
(Loss)/profit before tax (91.0) 2.4 0.2 (88.4) (16.0) (104.4)
Tax credit/(charge) 4.1 (0.4) - 3.7 2.5 6.2
(Loss)/profit for the period from continuing operations
(86.9) 2.0 0.2 (84.7) (13.5) (98.2)
Discontinued operations
Profit for the period from discontinued operations
- - - - 13.5 13.5
(Loss)/profit for the period (86.9) 2.0 0.2 (84.7) - (84.7)
Statutory (loss)/profit attributable to equity holders of the company
(91.3) 2.0 0.2 (89.1) - (89.1)
Adjusted profit attributable to equity holders for the company 25.7 2.0 27.9 27.9
0.2 -
Continuing and discontinued operations
Basic earnings per share (p) (6.1) 0.2 - (5.9) - (5.9)
Diluted earnings per share (p) (6.1) 0.2 - (5.9) - (5.9)
Adjusted earnings per share (p) 1.7 0.2 - 1.9 - 1.9
3. Restatement (continued)
Condensed Consolidated Statement of Changes in Equity for the six months ended
30 June 2021
Previously Impact of restatement due to SaaS Restated
reported total equity
£m £m £m
At 1 January 2021 5,642.0 (14.0) 5,628.0
Loss for the period (86.9) 2.2 (84.7)
Exchange gain on translation of foreign operations (96.7) - (96.7)
Exchange loss on net investment hedge 44.0 - 44.0
Loss arising on derivative hedges 6.6 - 6.6
Actuarial loss on defined benefit pension schemes 59.3 - 59.3
Tax relating to components of other comprehensive income (10.4) - (10.4)
Total comprehensive expense for the period (84.1) 2.2 (81.9)
Dividends to non-controlling interests (4.8) - (4.8)
Share award expense 7.5 - 7.5
Issue of share capital (0.2) - (0.2)
Own shares purchased (1.4) - (1.4)
Acquisition of non-controlling interest 213.8 - 213.8
At 30 June 2021 5,772.8 (11.8) 5,761.0
Condensed Consolidated Balance Sheet as at 30 June 2021
Previously Reported Impact of restatement due to SaaS Restatement of hedging reserve Restated
£m £m £m £m
Other intangible assets 3,038.4 (14.2) - 3,024.2
Deferred tax assets 1.0 - - 1.0
Other non-current assets 5,986.8 - - 5,986.8
Non-current assets 9,026.2 (14.2) - 9,012.0
Current assets 793.8 - - 793.8
Total assets 9,820.0 (14.2) - 9,805.8
Current liabilities (1,243.3) - - (1,243.3)
Non-current deferred tax liabilities (415.7) 2.4 - (413.3)
Other non-current liabilities (2,388.2) - - (2,388.2)
Total liabilities (4,047.2) 2.4 - (4,044.8)
Net assets 5,772.8 (11.8) - 5,761.0
Share capital 1.5 - - 1.5
Share premium 1,878.6 - - 1,878.6
Translation reserve (256.0) - (84.3) (340.3)
Other reserve 1,965.3 - 84.3 2.049.6
Retained earnings 1,887.3 (11.8) - 1,875.5
Equity attributable to equity holders of the Company -
5,476.7 (11.8) 5,464.9
Non-controlling interest 296.1 - - 296.1
Total equity 5,772.8 (11.8) - 5,761.0
3. Restatement (continued)
Following a review of amounts relating to the Group's cash flow and cost of
hedging, an amount of £84.3m has been reclassified from translation reserves
to other reserves to make these separately identifiable as at 30 June 2021.
This amount was included in the Consolidated balance sheet as at 31 December
2021.
Condensed Consolidated Cash Flow Statement for the six months ended 30 June
2021
Previously Reported Impact of restatement due to SaaS from continuing operations Impact of restatement due to SaaS from discontinued operations Restated for SaaS Discontinued operation1 Restated
£m £m £m £m £m £m
Operating activities
Cash generated by operations 188.1 (0.2) (0.3) 187.6 (41.8) 145.8
Income taxes paid (15.7) - - (15.7) - (15.7)
Interest paid (26.3) - - (26.3) - (26.3)
Net cash inflow from operating activities continuing 146.1 (0.2) (0.3) 145.6 103.8
(41.8)
Net cash flow from operating activities discontinued operations - - - -
41.8 41.8
Net cash inflow from operating activities (0.2) (0.3) 145.6
146.1 - 145.6
Purchase of intangible software assets (8.3) 0.2 0.3 (7.8) 0.1 (7.7)
Product development cost additions (8.2) - - (8.2) 2.8 (5.4)
Net cash inflow from other investing activities 6.6 - - 6.6
- 6.6
Net cash inflow from investing activities from continuing operations (9.9) 0.2 0.3 (9.4) 2.9
(6.5)
Net cash inflow from investing activities from discontinued operations - - - - (2.9)
(2.9)
Net cash inflow from investing activities (9.9) 0.2 0.3 (9.4) -
(9.4)
Net cash outflow from financing activities continuing (22.2) - - (22.2) -
(22.2)
Net cash outflow from financing activities discontinued operations - - - - -
-
Net cash outflow from financing activities (22.2) - - (22.2)
- (22.2)
Net increase in cash and cash equivalents 114.0 - - 114.0
- 114.0
Effect of foreign exchange rate changes (1.0) - - (1.0)
- (1.0)
Cash and cash equivalents at beginning of the period 299.4 - - 299.4
- 299.4
Cash and cash equivalents at end of the period 412.4 - - 412.4
- 412.4
(1) See note 9.
3. Restatement (continued)
Condensed Consolidated Income Statement for the year ended 31 December 2021 Previously Reported Discontinued operation1 Restated
£m £m £m
Continuing operations
Revenue 1,798.7 (155.6) 1,643.1
Net operating expenses before adjusting items (1,413.3) 102.5 (1,310.8)
Share of results of joint ventures and associates 3.0 - 3.0
Adjusted operating profit 388.4 (53.1) 335.3
Adjusting items expenses in operating profit (294.6) 13.3 (281.3)
Operating profit 93.8 (39.8) 54.0
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 (39.1) 98.0
Tax charge (48.9) 10.0 (38.9)
Profit for the period from continuing operations 88.2 (29.1) 59.1
Discontinued operations
Profit for the period from discontinued operations - 29.1 29.1
Profit for the year 88.2 - 88.2
(1) See note 9.
Previously Reported Discontinued operation Restated
Condensed Consolidated Cash Flow Statement for the year ended 31 December 2021
Note £m £m £m
Operating activities
Cash generated by operations 593.2 (56.9) 536.3
Income taxes paid (41.6) - (41.6)
Interest paid (80.0) - (80.0)
Net cash inflow from operating activities continuing 471.6 (56.9) 414.7
Net cash flow from operating activities discontinued operations - 56.9 56.9
Net cash inflow from operating activities 471.6 - 471.6
Purchase of intangible software assets (27.3) 0.7 (26.6)
Product development cost additions (14.6) 5.7 (8.9)
Net cash inflow from other investing activities 203.3 - 203.3
Net cash inflow from investing activities from continuing operations 161.4 167.8
6.4
Net cash inflow from investing activities from discontinued operations - (6.4) (6.4)
9
Net cash inflow from investing activities 161.4 - 161.4
Net cash outflow from financing activities continuing (47.1) - (47.1)
Net cash outflow from financing activities discontinued operations - - -
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
4.
Business segments - continuing operations
The Group has identified reportable segments in respect of continuing
operations 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 five identified
reportable segments under IFRS 8 Operating Segments are as described in the
Divisional Trading Review. There is no difference between the Group's
operating segments and the Group's reportable segments.
Segment revenue and results for continuing operations
Six months ended 30 June 2022 (unaudited)
Informa Markets Informa Intelligence Informa Informa Connect Taylor & Francis
Tech Total
£m £m £m £m £m £m
Continuing operations
Revenue 421.4 95.1 136.0 110.5 261.6 1,024.6
Adjusted operating profit/(loss) before joint ventures and 75.1
associates1 20.0 22.8 9.7 84.8 212.4
Share of adjusted results of joint 0.9 - - - - 0.9
ventures and associates
Adjusted operating profit/(loss) 76.0 20.0 22.8 9.7 84.8 213.3
Intangible asset amortisation2 (82.4) (5.7) (10.1) (7.2) (25.7) (131.1)
Impairment - acquisition-related intangible assets (3.9) - - - - (3.9)
Impairment - right of use assets 1.2 (4.2) 0.1 0.1 0.4 (2.4)
Impairment - property and 0.6 - 0.1 0.1 0.2 1.0
equipment
Acquisition and integration costs (1.4) (2.3) (0.7) (0.4) (0.2) (5.0)
Restructuring and reorganisation 1.8 (0.8) 0.4 0.3 0.8 2.5
costs
Onerous contracts and one-off (0.9) - 0.5 (0.3) - (0.7)
items associated with COVID-19
Subsequent re-measurement of (0.1) - 0.3 - (2.0) (1.8)
contingent consideration
Operating profit/(loss) (9.1) 7.0 13.4 2.3 58.3 71.9
Fair value gain/(loss) - investments (0.9)
Finance costs (35.0)
Finance income 5.6
Profit on disposal of subsidiaries 9.8
and operations
Profit before tax 51.4
1 Adjusted operating profit before joint ventures and associates included
the following amounts for depreciation and other amortisation: £15.6m for
Informa Markets, £3.2m for Informa Connect, £8.42m for Informa Intelligence,
£1.4m for Informa Tech and £8.5m for Taylor &Francis.
(2) Excludes acquired intangible product development and software
amortisation.
Six months ended 30 June 2021 (restated and unaudited) 3
Informa Markets Informa Intelligence Informa Informa Connect Taylor & Francis
Tech Total
£m £m £m £m £m £m
Continuing operations
Revenue 187.6 88.7 58.1 35.8 245.2 615.4
Adjusted operating profit/(loss) before joint ventures and
associates1 (43.7) 27.2 (5.5) (14.9) 87.0 50.1
Share of adjusted results of joint
ventures and associates 1.3 - - - - 1.3
Adjusted operating profit/(loss) (42.4) 27.2 (5.5) (14.9) 87.0 51.4
Intangible asset amortisation2 (86.7) (4.1) (9.0) (6.7) (25.1) (131.6)
Impairment - right use assets (0.5) (0.2) - (0.1) (1.2) (2.0)
Impairment - other (0.3) (0.1) (0.1) (0.1) (0.1) (0.7)
Acquisition and integration costs (1.9) (0.1) 0.2 (0.3) (0.2) (2.3)
Restructuring and reorganisation
costs (0.8) (0.1) 0.5 (0.5) (0.4) (1.3)
One-off insurance credits
associated with COVID-19 18.7 - - - - 18.7
Onerous contracts and one-off
items associated with COVID-19 (4.1) - (0.1) (0.2) - (4.4)
Subsequent re-measurement of
contingent consideration 0.3 0.5 - - - 0.8
Operating profit/(loss) (117.7) 23.1 (14.0) (22.8) 60.0 (71.4)
Loss on disposal of subsidiaries
and operations (0.1)
Finance income 2.0
Finance costs (34.9)
Loss before tax (104.4)
1 Adjusted operating profit before joint ventures and associates included
the following amounts for depreciation and other amortisation: £16.2m for
Informa Markets, £3.3m for Informa Connect, £6.1m for Informa Intelligence,
£1.4m for Informa Tech and £8.1m for Taylor & Francis.
2 Excludes acquired intangible product development and software
amortisation.
3 Restated for SaaS and discontinued operations (see note 3).
1. Year ended 31 December 2021 (restated and unaudited)
Informa Markets Informa Intelligence3 Informa Informa Connect Taylor & Francis
Tech Total3
£m £m £m £m £m £m
Continuing operations
Revenue 608.5 192.7 165.9 130.6 545.4 1,643.1
Adjusted operating (loss)/profit before joint
ventures and associates1
64.4 56.7 11.2 (4.1) 204.1 332.3
Share of adjusted results of 3.0 - - - - 3.0
joint ventures and associates
Adjusted operating 67.4 56.7 11.2 (4.1) 204.1 335.3
(loss)/profit
Intangible asset amortisation2 (167.4) (11.9) (18.6) (13.7) (50.2) (261.8)
Impairment - acquisition- (7.8) - - (0.1) - (7.9)
related intangibles
Impairment -right of (1.6) (3.5) (3.3) (0.1) (1.3) (9.8)
use assets
Impairment - property and (0.4) (1.0) (1.7) (0.1) (0.2) (3.4)
equipment
Acquisition and integration (4.9) (2.4) (1.9) (0.7) (0.2) (10.1)
costs
Restructuring and 1.9 (3.4) (4.5) 1.1 0.6 (4.3)
reorganisation costs
One-off insurance credits associated with COVID-19 23.6 - - - - 23.6
Onerous contracts and one-off costs associated with
COVID-19
(7.8) - (0.4) (1.5) - (9.7)
Subsequent remeasurement 0.8 (4.4) (0.6) - (4.2)
of contingent consideration
VAT credits 6.3 - - - - 6.3
Operating profit/(loss) (89.9) 30.1 (19.8) (19.2) 152.8 54.0
Profit on disposal of businesses 111.8
Finance income 5.7
Finance costs (73.5)
Profit before tax 98.0
1 Adjusted operating profit before joint ventures and associates included
the following amounts for depreciation and other amortisation: £32.0m for
Informa Markets, £6.5m for Informa Connect, £3.0m for Informa Tech, £14.9m
for Informa Intelligence, and £16.3m for Taylor & Francis.
2 Excludes acquired intangible product development and software
amortisation.
3 Restated for discontinued operations (see note 3).
Segment revenue by type for continuing operations
An analysis of the Group's revenue by segment and type is as follows:
Six months ended 30 June 2022 (unaudited):
Informa Markets Informa Intelligence(1) Informa Informa Connect Taylor & Francis
Tech Total
£m £m £m £m £m £m
Continuing operations
Exhibitor 309.1 - 26.4 16.7 - 352.2
Subscriptions 12.2 85.1 28.8 0.5 150.9 277.5
Transactional sales 7.4 9.6 26.9 7.2 110.4 161.5
Attendee 34.9 - 13.9 47.1 - 95.9
Marketing and advertising services 28.9 0.4 14.1 7.2 0.3 50.9
Sponsorship 28.9 - 25.9 31.8 - 86.6
Total 421.4 95.1 136.0 110.5 261.6 1,024.6
(1) Restated for discontinued operations (see note 3).
Six months ended 30 June 2021 (restated and unaudited):
Informa Markets Informa Intelligence(1) Informa Informa Connect Taylor & Francis
Tech Total
£m £m £m £m £m £m
Continuing operations
Exhibitor 129.8 - - 0.7 - 130.5
Subscriptions 10.5 83.8 28.3 0.4 144.0 267.0
Transactional sales 3.9 4.1 12.7 2.1 100.9 123.7
Attendee 9.7 - 3.2 16.8 - 29.7
Marketing and advertising services 25.6 0.8 10.6 6.5 0.3 43.8
Sponsorship 8.1 - 3.3 9.3 - 20.7
Total 187.6 88.7 58.1 35.8 245.2 615.4
(1) Restated for discontinued operations (see note 3).
Year ended 31 December 2021 (restated and unaudited):
Informa Markets Informa Intelligence(1) Informa Informa Connect Taylor & Francis
Tech Total
£m £m £m £m £m £m
Continuing operations
Exhibitor 435.8 - 18.7 14.1 - 468.6
Subscriptions 24.8 173.9 51.6 0.9 307.1 558.3
Transactional sales 10.7 16.8 28.6 6.3 237.6 300.0
Attendee 30.7 - 19.7 57.4 - 107.8
Marketing and advertising 64.9 1.9 25.6 15.7 0.7 108.8
services
Sponsorship 41.6 0.1 21.7 36.2 - 99.6
Total 608.5 192.7 165.9 130.6 545.4 1,643.1
(1) Restated for discontinued operations (see note 3).
5. Adjusting items
The Board considers certain items should be recognised as adjusting items (see
glossary of terms for the definition of adjusting items) 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 following charges/(credits) in respect of continuing operations are
presented as adjusting items:
6 months 6 months Year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
(unaudited) (restated and unaudited) 2 (restated and unaudited) 2
£m £m £m
Continuing operations
Intangible amortisation and impairment
Intangible asset amortisation1 131.1 131.6 261.8
Impairment - acquisition-related intangible assets 3.9 - 7.9
Impairment - IFRS 16 right of use assets 2.4 2.0 9.8
Impairment - property and equipment (1.0) 0.7 3.4
Acquisition costs 0.6 0.3 2.9
Integration costs 4.4 2.0 7.2
Restructuring and reorganisation costs
Redundancy and reorganisation costs 1.2 2.4 4.3
Vacant property and finance lease modification costs (3.7) (1.1) -
One-off insurance credits associated with COVID-19 - (18.7) (23.6)
Onerous contracts and other one-off costs associated
with COVID-19 0.7 4.4 9.7
Subsequent re-measurement of contingent consideration 1.8 (0.8) 4.2
VAT charges/(credits) - - (6.3)
Adjusting items in operating profit/loss from continuing operations
141.4 122.8 281.3
Fair value loss on investments 0.9 - -
(Profit)/loss on disposal of subsidiaries and operations (9.8) 0.1 (111.8)
Adjusting items in profit/loss before tax from continuing operations 122.9 169.5
132.5
Tax related to adjusting items (25.7) (9.3) (2.4)
Adjusting items in profit/loss for the period from continuing operations 113.6 167.1
106.8
(1) Intangible asset amortisation is in respect of acquired intangibles and
excludes amortisation of software and product development.
(2) Restated for SaaS and discontinued operations (see note 3).
· 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 on disposed of.
· Impairment - 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
therefore not considered to be part of the usual underlying costs of the Group
and to provide comparability of underlying results to prior periods.
· 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. These have been
classified as adjusting items based on them being infrequent in nature and
therefore not being considered to be part of the usual underlying costs of the
Group and to provide comparability of underlying results to prior periods.
5. Adjusting items (continued)
· 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.
· Restructuring, and reorganisation - costs incurred by the Group in
business restructuring and operating model changes and specific and
non-recurring legal costs. These have been classified as adjusting items
when they relate to specific initiatives following reviews of our
organizational operations during the period and are 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 the costs cannot
be recovered. The costs largely relate to venue, marketing and event set-up
costs. Other items associated with COVID-19 are one-off indirect credits or
costs incurred as a result of COVID-19. These costs and credits have been
classified as adjusting items on the basis of them being infrequent and
fluctuate from period to period and therefore they are adjusted to provide
comparability of underlying results to prior periods.
· Subsequent re-measurements of contingent consideration are recognised
in the period as charges or credits to the Consolidated Income Statement
unless these qualify as measurement period adjustments 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 part of part of the
underlying operations of the business and therefore they are adjusted to
provide comparability of underlying results to prior periods.
· Profit on disposal of subsidiaries and operations relate to the
disposal in the period (see note 16). The tax item relates to the tax effect
on the items above. These are classified as adjusting items as these profits
relate to disposals and are not considered part of the underlying operations
of the business and therefore they are adjusted to provide comparability of
underlying results to prior periods.
· Fair value loss on investments is the loss as a result of a decline
in the fair value of investments held.
6. Finance income
6 months 6 months Year ended
ended 30 June 2022 ended 30 June 2021 31 December
2021
(unaudited) (unaudited) (audited)
£m £m £m
Continuing operations
Interest income on bank deposits 5.4 1.8 5.3
Fair value gain on financial instruments through the
income statement 0.1 0.1 0.2
Interest income finance lessor leases 0.1 0.1 0.2
Total finance income 5.6 2.0 5.7
7. Finance costs
6 months 6 months Year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
(unaudited) (unaudited) (audited)
£m £m £m
Continuing operations
Interest expense on borrowings and loans 29.5 28.6 59.1
Interest on IFRS 16 leases 5.2 5.3 10.4
Interest cost on pension scheme net liabilities 0.3 0.8 1.5
Total interest expense 35.0 34.7 71.0
Non-income taxes in relation to intra-group financing - - 2.2
Fair value loss on financial instruments through the
income statement - 0.2 0.3
Total finance expense 35.0 34.9 73.5
8. Taxation
The tax charge comprises:
6 months 6 months Year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
(unaudited) (restated and unaudited) 1 (restated and unaudited) 1
£m £m £m
Continuing operations
Current tax 15.6 3.4 39.2
Deferred tax (7.3) (9.6) (0.3)
Total tax charge/(credit) on profit/(loss) on ordinary activities
8.3 (6.2) 38.9
(1) Restated (see note 3).
The Effective Tax Rate of 18.5% (H1 2021: 16.8%) has been estimated using full
year forecasts and has then been applied to the continuing adjusted profit
before tax for the period. The tax charge on adjusting items for the period
has been calculated by applying to each adjusting item the tax rate for the
jurisdiction in which the adjusting item arises, to the extent the item is
expected to be taxable/deductible.
9. Discontinued operations
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
£1.85bn of which £1.69bn was received in cash and £167m represented the
fair value of 15% shareholding in the newly formed entity which holds the
equity interest of Pharma Intelligence. Informa retains a 15% shareholding in
the business through these shares. The profit on disposal, before tax, was
£1.37bn (see note 16).
Pharma Intelligence is the largest business within the Informa Intelligence
division and is leading provider of specialist intelligence and data for
Clinical Trials, Drug Development and Regulatory Compliance.
Results and cash flow from discontinued operations
The results and cash flow of the discontinued operations, which have been
included in the condensed consolidated income statement and condensed
consolidated cash flow statement are as follows:
6 months 6 months Year
ended ended ended
30 June 2022 30 June 31 December 2021
2021
(unaudited) (restated and unaudited) (restated and unaudited)
Notes £m £m £m
Revenue 71.7 73.5 155.6
Net operating expenses before adjusting items (50.5) (53.1) (102.5)
Share of results of joint ventures and associates - - -
Adjusted operating profit 21.2 20.4 53.1
Adjusting items in operating profit (2.2) (4.4) (13.3)
Operating profit 19.0 16.0 39.8
Profit/(loss) on disposal of subsidiaries and operations 16 1,366.5 - (0.7)
Finance income - - -
Finance costs - - -
Profit before tax 1,385.5 16.0 39.1
Tax charge on adjusted profit before tax (4.8) (3.5) (13.2)
Tax (charge)/credit related to adjusting items (233.9) 1.0 3.2
Tax charge (238.7) (2.5) (10.0)
Profit for the period from discontinued operations 1,146.8 13.5 29.1
Net profit from discontinued operations, net of tax (attributable to owners of 1,146.8 13.5 29.1
the Company)
Earnings per share from discontinued operations
Basic (p) 11 77.5 0.9 1.9
Diluted (p) 11 77.1 0.9 1.9
Adjusting items for discontinued operations 6 months 6 months Year
ended ended ended
30 June 2022 30 June 31 December 2021
2021
(unaudited) (restated and unaudited) (restated and unaudited)
Notes £m £m £m
Intangible asset amortisation 0.6 3.2 6.6
Impairment - IFRS 16 right of use assets - 0.1 2.0
Impairment - property and equipment (0.1) - 1.0
Acquisition and integration costs 1.9 0.9 1.8
Redundancy and reorganisation costs (0.2) 0.2 1.9
Adjusting items in operating profit 2.2 4.4 13.3
(Profit)/loss on disposal of subsidiaries and operations (1,366.5) - 0.7
Adjusting items in profit before tax (1,364.3) 4.4 14.0
Tax related to adjusting items in operating profit (0.1) (1.0) (3.2)
Tax related to adjusting items on disposal 16 234.0 - -
Tax related to adjusting items 233.9 (1.0) (3.2)
Adjusting items in profit for the period from discontinued operations
(1,130.4) 3.4 10.8
Condensed consolidated cash flow statement - discontinued operations
6 months 6 months Year ended
ended 30 June 2022 ended 30 June 2021 31 December
2021
(unaudited) (restated and unaudited) (restated and unaudited)
£m £m £m
Profit before tax 1,385.5 16.0 39.1
Adjustments for:
Depreciation of property and equipment - - 0.1
Amortisation of other intangible assets 0.9 5.7 11.7
Impairment - IFRS 16 right of use assets - 0.1 -
Finance lease modifications - - (0.1)
(Profit)/loss on disposal of subsidiaries and operations (1,366.5) - 0.7
Loss on disposal of property equipment and software - 0.1 0.1
Operating cash inflow before movements in working capital 19.9 21.9 51.6
Working capital movement 14.5 19.9 5.6
Net cost inflow from operating activities 34.4 41.8 57.2
Purchase of intangible software assets (0.4) (0.1) (0.7)
Product development cost additions (3.8) (2.8) (5.7)
Acquisition of subsidiaries and operations, net of cash acquired - - -
Proceeds from disposal of subsidiaries and operations 1,682.9 - -
Net cash inflow/(outflow) from investing activities 1,678.7 (2.9) (6.4)
Net cash inflow/(outflow) from financing activities - - -
Net increase in cash generated by discontinued operations 1,713.1 38.9 50.8
10. Dividends
6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (unaudited) (audited)
£m £m £m
Proposed (not recognised as a liability at the end of the period)
Interim dividend for 2022 of 3.0p per share 43.7 − −
As at 30 June, 2022 £0.2m (30 June 2021: £0.2m and 31 December 2021: £0.2m)
dividends are still to be paid. There was no interim or final dividend for the
year ended 2021. The proposed interim dividend for the six months ended 30
June 2022 of 3.0 pence per share, amounting to approximately £43.7m, has been
approved by the Board and will be paid on 9 September 2022 to ordinary
shareholders registered as at the close of business on 12 August 2022. This
has not been included as a liability as at 30 June 2022.
11. Earnings per share
Basic EPS
The basic earnings per share (EPS) calculation is based on the profit
attributable to Equity Shareholders of the Company. To calculate basic
earnings per share this amount is divided by the weighted average number of
shares in issue (which is stated after deducting shares held by the Employee
Share Trust and ShareMatch).
Diluted EPS
The diluted EPS 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.
Weighted average number of shares
The table below sets out the weighted average number of shares used in the
calculation of diluted EPS showing the adjustment in respect of dilutive
potential Ordinary Shares. For the 6 months to 30 June 2021 dilutive potential
ordinary shares have no effect on the calculation of statutory diluted EPS as
their conversion into ordinary shares cannot increase a loss per share.
6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (unaudited) (audited)
Weighted average number of shares used in basic earnings per share
1,480,117,454 1,500,994,226 1,500,952,369
Effect of dilutive potential ordinary shares 8,291,719 - 9,266,841
Weighted average number of shares used
in diluted EPS calculation 1,488,409,173 1,500,994,226 1,510,219,210
11. Earnings per share (continued)
The table below sets out the weighted average number of shares used in the
calculation of adjusted diluted EPS showing the adjustment in respect of
dilutive potential Ordinary Shares:
6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (unaudited) (audited)
Weighted average number of shares used in basic earnings per share
1,480,117,454 1,500,994,226 1,500,952,369
Effect of dilutive potential ordinary shares 8,291,719 9,306,205 9,266,841
Weighted average number of shares used
in adjusted diluted EPS calculation 1,488,409,173 1,510,300,431 1,510,219,210
Statutory EPS
From continuing operations
6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (restated and unaudited) (restated and unaudited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
£m Pence £m Pence £m Pence
Profit/(loss) for the period 1,189.9 (84.7) 88.2
Adjustments to exclude profit for the period from discontinued operations (13.5) (29.1)
(1,146.8)
Earnings from continuing operations for the purpose of basic earnings per 43.1
share excluding discontinued operations
(98.2) 59.1
Non-controlling interests 3.1 (4.4) (10.3)
Earnings from continuing operations for the purpose of statutory basic EPS (p)
46.2 3.1 (102.6) (6.8) 48.8 3.3
Effect of dilutive potential ordinary
shares - - (0.1)
Earnings from continuing operations for the purpose of statutory diluted EPS (102.6) (6.8) 48.8
(p)
46.2 3.1 3.2
11. Earnings per share (continued)
Statutory EPS
From discontinued operations
6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (restated and unaudited) (restated and unaudited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
£m Pence £m Pence £m Pence
Profit for the period 1,146.8 13.5 29.1
Non-controlling interests - - -
Earnings for the purpose of statutory basic EPS (p) 1.9
1,146.8 77.5 13.5 0.9 29.1
Effect of dilutive potential ordinary
shares (0.4) - -
Earnings for the purpose of statutory diluted EPS (p)
1,146.8 77.1 13.5 0.9 29.1 1.9
Statutory EPS
From continuing and discontinued operations
6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (restated and unaudited) (audited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
£m Pence £m Pence £m Pence
Profit/(loss) for the period 1,189.9 (84.7) 88.2
Non-controlling interests 3.1 (4.4) (10.3)
Earnings for the purpose of statutory basic EPS (p)
1,193.0 80.6 (89.1) (5.9) 77.9 5.2
Effect of dilutive potential ordinary
shares (0.4) - -
Earnings from continuing and discontinued operations for the purpose
of statutory diluted EPS (p) (89.1) (5.9) 77.9 5.2
1,193.0 80.2
11. Earnings per share (continued)
Adjusted EPS
The basic and diluted adjusted EPS calculations have been made to provide
additional useful information on the underlying performance. Profits are based
on operations attributable to equity Shareholders and are adjusted to exclude
items that in the opinion of the Directors would distort underlying results,
with those items detailed in note 5.
Adjusted earnings per share continuing operations: 6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (restated and unaudited) (restated and unaudited)
Per share amount Per share amount Per
Earnings Earnings Earnings share amount
£m Pence £m Pence £m Pence
Continuing operations
Earnings for the purpose of basic 48.8 3.3
EPS/ statutory basic EPS (p) 46.2 3.0 (102.6) (6.8)
Adjusting items:
Intangible asset amortisation 131.1 8.8 131.6 8.8 261.8 17.4
Impairment - acquisition-related 7.9 0.5
intangible assets 3.9 0.3 - -
Impairment - IFRS 16 right of use assets 2.4 0.2 2.0 0.1 9.8 0.7
Impairment - property and equipment (1.0) (0.1) 0.7 - 3.4 0.2
Acquisition and integration costs 5.0 0.3 2.3 0.1 10.1 0.6
Restructuring and reorganisation costs (2.5) (0.2) 1.3 0.1 4.3 0.3
One-off insurance credits associated (23.6) (1.6)
with COVID-19 - - (18.7) (1.2)
Onerous contracts and other one-off 9.7 0.7
costs associated with COVID-19 0.7 - 4.4 0.3
VAT charges - - - - (6.3) (0.4)
Subsequent remeasurement of 4.2 0.3
contingent consideration 1.8 0.1 (0.8) (0.1)
(Profit)/loss on disposal of subsidiaries and operations (9.8) (0.7) (111.8) (7.5)
0.1 -
Fair value loss on investments 0.9 0.1
Tax related to adjusting items (25.7) (1.7) (9.3) (0.6) (2.4) (0.2)
Non-controlling interest adjusting items (4.3) (0.1) - - (4.0) (0.2)
Earnings for the purpose of adjusted 211.9 14.1
basic EPS/adjusted basic EPS (p) from continuing operations
148.7 10.0 11.0 0.7
Effect of dilutive potential ordinary shares - - (0.1)
Earnings for the purpose of adjusted 211.9 14.0
diluted EPS (p) from continuing operations
148.7 10.0 11.0 0.7
11. Earnings per share (continued)
Adjusted EPS (continued)
Adjusted earnings per share discontinued operations: 6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (restated and unaudited) (restated and unaudited)
Per share amount Per share amount Per share amount
Earnings Earnings Earnings
£m Pence £m Pence £m Pence
Discontinued operations
Earnings for the purpose of basic 29.1
EPS/ statutory basic EPS (p) 1,146.8 13.5
Adjusting items (1,130.4) 3.4 10.8
Earnings for the purpose of adjusted 39.9 2.7
basic EPS/ Adjusted basic EPS (p) from discontinued operations
16.4 1.1 16.9 1.1
Effect of dilutive potential ordinary shares -
-
Earnings for the purpose of adjusted
diluted EPS (p) from discontinued operations
16.4 1.1 16.9 1.1 39.9 2.7
Adjusted earnings per share from continuing and discontinued operations: 6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (unaudited) (audited)
Per share amount Per share amount Per share amount
Earnings Earnings Earnings
£m Pence £m Pence £m Pence
From continuing and discontinued operations
Earnings for the purpose of adjusted 251.8 16.8
basic EPS/ Adjusted basic EPS (p) 165.1 11.2 27.9 1.9
Effect of dilutive potential ordinary - - (0.1)
Shares - -
Earnings for the purpose of adjusted 251.8 16.7
diluted EPS (p) from continuing and discontinued operations
165.1 11.2 27.9 1.9
The denominators used are the same as those detailed above for both basic and
diluted earnings per share from continuing and discontinued operations.
12.
Goodwill
(Unaudited)
£m
Cost
At 1 January 2022 6,378.7
Disposal (note 16) (460.4)
Reclassification (0.2)
Exchange differences 432.9
At 30 June 2022 6,351.0
Accumulated impairment losses
At 1 January 2022 (661.7)
Disposal (see note 16) 35.9
Exchange differences (51.6)
At 30 June 2022 (677.4)
Carrying amount
At 30 June 2022 5,673.6
At 31 December 2021 5,717.0
Impairment trigger test and impairment review
In preparing the 30 June 2022 balance sheet, the Directors reviewed the
carrying value of the Group's
goodwill to assess if there were indicators of impairment. This review
starts with an assessment of current and forecast trading against the
financial benchmarks used in the 2021 year end impairment review.
This assessment was undertaken at 30 June 2022 and concluded that there were
no indicators of impairment except for one CGU in the Financial Intelligence
Division where further impairment review work confirmed there was headroom
when comparing the fair value less cost to sell to the carrying value of net
assets and therefore no impairment was required. The key inputs and
assumptions used in calculating the fair value less cost to sell were the
estimated EBITDA multiple and the financial forecasts for the business. A
reasonably possible change to assumptions would not give rise to an
impairment.
13. Share capital
Share capital as at 30 June 2022 amounted to £1.5m (30 June 2021 and 31
December 2021: £1.5m).
6 months ended 6 months ended Year ended
30 June 2022 30 June 2021 31 December 2021
(unaudited) (unaudited) (audited)
Number of shares Number of shares Number of shares
At 1 January 1,503,112,804 1,502,137,804 1,502,137,804
Issue of shares 5,000,000 975,000 975,000
Shares bought back on-market and cancelled (50,320,389) - -
At 30 June / 31 December 1,457,792,415 1,503,112,804 1,503,112,804
As at 30 June 2022, the Informa Employee Share Trust (EST) held 2,745,459 (30
June 2021: 1,147,651; 31 December 2021: 1,116,505) ordinary shares in the
Company at a market value of £14.5m (30 June 2021: £5.8m; 31 December 2021:
£5.8m). As at 30 June 2022 the ShareMatch scheme held 1,342,673 (30 June
2021: 905,420; 31 December 2021: 1,078,742) ordinary shares in the Company. At
30 June 2022, the Group held 0.3% (30 June 2021: 0.1%; 31 December 2021: 0.1%)
of its own called-up share capital.
During the period, the company purchased and cancelled 50.3m ordinary shares
of 0.1p each under the share buyback programme to return a proportion of the
proceeds from the divestment of Pharma Intelligence to shareholders. The
shares were acquired at an average price of 576p per share, with prices
ranging from 507p to 623p. The total cost, including transaction costs, of
£291.6m was deducted from equity and included in the cash flow as a cash
outflow from the purchase of shares.
14. Notes to the Cash Flow Statement
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2022 2021 2021
(unaudited) (restated and unaudited) 1 (restated and unaudited)
Note £m £m £m
Continuing operations:
Profit/(loss) before tax 51.4 (104.4) 98.0
Adjustments for:
Depreciation of property and equipment 5.6 6.5 12.6
Depreciation of right of use assets 12.0 11.5 24.2
Amortisation of other intangible assets 150.7 148.6 297.3
Impairment - acquisition-related intangible assets 3.9 - 7.9
Impairment - IFRS 16 right of use assets 2.4 2.0 11.8
Impairment - property and equipment (1.0) 0.7 4.4
Share-based payments 8.4 7.5 15.0
Subsequent re-measurement of contingent consideration 1.8 (0.8) 4.2
Lease modifications (2.4) (1.8) (4.9)
(Profit)/loss on disposal of businesses (9.8) 0.1 (111.8)
Loss on disposal of property and equipment and software 0.1 - 0.1
Fair value loss on investments 0.9 - -
Finance income (5.6) (2.0) (5.7)
Finance costs 35.0 34.9 73.5
Share of results of joint ventures and associates (0.9) (1.3) (3.0)
Operating cash inflow before movements in working capital
252.5 101.5 423.6
(Increase)/decrease in inventories (0.6) (3.1) 4.1
(Increase)/decrease in receivables (101.7) 0.9 33.5
Increase in payables 90.8 49.0 81.1
Movements in working capital (11.5) 46.8 118.7
Pension deficit recovery contributions (2.9) (2.5) (6.3)
Cash generated from continuing operations 238.1 145.8 536.0
Cash generated from discontinued operations 9 34.4 41.8 57.2
Cash generated from operations 272.5 187.6 593.2
1 Restated (see note 3).
14. Notes to the Cash Flow Statement (continued)
Analysis of movement in net cash/(debt) (unaudited) as at 30 June 2022:
At 30
At 1 Jan Non-cash movements Cash flow Exchange movements June
2022 £m £m £m 2022
£m £m
Cash and cash equivalents 884.8 - 1,537.6 86.9 2,509.3
Other financing assets
Derivative assets associated with borrowings 3.4 (3.4) - - -
Finance lease receivables 6.4 2.1 (1.2) 0.4 7.7
Total other financing assets 9.8 (1.3) (1.2) 0.4 7.7
Other financing liabilities
Bond borrowings due in more than one year (2,001.3) - - (38.1) (2,039.4)
Bank loans due in more than one year (36.8) - 0.1 (4.1) (40.8)
Bond borrowing fees 12.1 (1.6) - - 10.5
Bank loan fees due in more than one year 3.4 (0.7) - 0.2 2.9
Derivative liabilities associated with
Borrowings (40.7) (116.6) - - (157.3)
Lease liabilities (265.9) (2.8) 13.3 (22.2) (277.6)
Total other financing liabilities (2,329.2) (121.7) 13.4 (64.2) (2,501.7)
Total net financing liabilities (2,319.4) (123.0) 12.2 (63.8) (2,494.0)
Net (debt)/cash (1,434.6) (123.0) 1,549.8 23.1 15.3
Analysis of movement in net cash/(debt) (unaudited) as at 30 June 2021:
At 30
At 1 Jan Non-cash movements Cash flow Exchange movements June 2021
2021 £m £m £m £m
£m
Cash and cash equivalents 299.4 - 114.0 (1.0) 412.4
Other financing assets
Derivative assets associated with
borrowings 44.6 (20.1) - - 24.5
Finance lease receivables 7.9 0.7 (0.9) (0.1) 7.6
Total other financing assets 52.5 (19.4) (0.9) (0.1) 32.1
Other financing liabilities
Bank loans due in more than one year - (35.3) - (0.8) (36.1)
Bank loan fees due in more than one year 2.6 1.3 - 0.1 4.0
Bond borrowings due in more than one
year (2,111.1) - - 73.8 (2,037.3)
Bond borrowing fees 15.3 (1.6) - - 13.7
Derivative liabilities associated with
borrowings (7.5) 0.4 - - (7.1)
Lease liabilities (280.8) (10.3) 15.2 4.1 (271.8)
Total other financing liabilities (2,381.5) (45.5) 15.2 77.2 (2,334.6)
Total net financing liabilities (2,329.0) (64.9) 14.3 77.1 (2,302.5)
Net debt (2,029.6) (64.9) 128.3 76.1 (1,890.1)
14. Notes to the Cash Flow Statement (continued)
Reconciliation of movement in Net Cash/(Debt)
6 months 6 months Year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
(unaudited) (unaudited) (audited)
£m £m £m
Increase in cash and cash equivalents in the period
(including cash acquired) 1,537.6 114.0 585.9
Cash flows from net drawdown of borrowings and
derivatives associated with debt 12.2 14.3 34.3
Change in net debt resulting from cash flows 1,549.8 128.3 620.2
Non-cash movements including foreign exchange (99.2) 20.9 (6.4)
Movement in net cash/debt in the period 1,450.6 149.2 613.8
Net debt at beginning of the period (1,434.6) (2,029.6) (2,029.6)
Net finance lease additions in the period (0.7) (9.7) (18.8)
Net cash/(debt) at end of the period 15.3 (1,890.1) (1,434.6)
15. Borrowings
The Group had £3.2bn of committed facilities at 30 June 2022 (£3.2bn at 30
June 2021 and £3.1bn at 31 December 2021). Following debt repayments in
November 2020 there are no financial covenants on any of the Group's
group-level bank or debt facilities. The total borrowings excluding lease
liabilities and excluding derivative assets and liabilities associated with
borrowings are as follows:
At 31
At 30 June At 30 June December
2022 2021 2021
(unaudited) (unaudited) (audited)
£m £m £m
Non-current
Bank borrowings 40.8 36.1 36.8
Bank debt issue costs (2.9) (4.0) (3.4)
Bank borrowings - non-current 37.9 32.1 33.4
Euro Medium Term Note (€650.0m) - due July 2023 558.5 557.7 545.0
Euro Medium Term Note (€700.0m) - due October 2025 601.4 600.6 587.0
Euro Medium Term Note (£450.0m) - due July 2026 450.0 450.0 450.0
Euro Medium Term Note (€500.0m) - due April 2028 429.5 429.0 419.3
EMTN borrowings issue costs (10.5) (13.7) (12.1)
EMTN borrowings - non-current 2,028.9 2,023.6 1,989.2
Total borrowings 2,066.8 2,055.7 2,022.6
Bank borrowings reflect the debt acquired as part of the 2021 Curinos
transaction representing £40.8m of a drawn loan facility. There are total
loan facilities available relating to Novantas of up to $110.0m of which
$60.0m has 6-year maturity from May 2021 and $50.0m has a maturity date no
later than 28 May 2027. There are other Bank borrowings facilities relating to
the Group's RCF facilities of £1,050.0m, none of which were drawn at 30 June
2022 (31 December 2021: nil drawn, 30 June 2021: nil drawn). The RCF
facilities comprise £30m maturing in February 2023, £420m maturing in
February 2024, £60m maturing in February 2025 and £540m maturing in February
2026.
The Group does not have any of its property and equipment and other intangible
assets pledged as security over its Group level loans. See the Financial
Review for further details.
16. Disposal of subsidiaries and operations
During the period, the Group generated the following profit on disposal of
subsidiaries and operations with the disposal of Pharma Intelligence shown in
discontinued operations:
6 months ended 6 months ended Year ended
Notes 30 June 2022 30 June 2021 31 December 2021
(unaudited) (unaudited) (audited)
£m £m £m
Continuing operations
Barbour EHS - - 16.3
Barbour ABI 1.0 - 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 (0.8) - (0.3)
Profit/(loss) for the year from disposal of subsidiaries and operations 9.8
- 111.8
6 months ended 6 months ended Year ended
Notes 30 June 2022 30 June 2021 31 December 2021
(unaudited) (unaudited) (audited)
£m £m £m
Discontinued operations
Profit/(loss) for the period from disposal of Pharma Intelligence 9 1,132.5 - (0.7)
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
(unaudited)
£m
Goodwill (see note 12) 424.5
Acquisition intangible assets 49.6
Other intangible assets 17.9
Property and equipment 0.2
Right of use assets 0.5
Trade and other receivables 37.7
Cash and cash equivalents 0.1
Trade and other payables (23.6)
Deferred income (59.5)
Lease liabilities (0.5)
Deferred tax liabilities (11.9)
Net assets 435.0
16. Disposal of subsidiaries and operations (continued)
Details of the sale of Pharma Intelligence (continued)
Consideration and profit on disposal £m
Cash 1,688.2
Fair value of equity shares 166.5
Total disposal consideration 1,854.7
Carrying amount of net assets sold (435.0)
Costs of disposal (54.6)
Exchange movements recycled to the income statement 1.4
Profit on disposal before tax 1,366.5
Tax expense (234.0)
Profit on disposal included in discontinued operations 1,132.5
The costs of disposal include a loss of £21.0m related to the transitional
services agreement and the costs of separation of the business.
Net cash inflow arising on disposal
As at 1 June 2022
(unaudited)
£m
Cash consideration 1,688.2
Less: cash and cash equivalents balances disposed (0.1)
1,688.1
17. 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. Transactions with related
parties are made at arm's length.
Transactions with Directors
There were no material transactions with Directors of the Company during the
period, 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 30 June 2022, Informa Group companies have guaranteed the pension scheme
liabilities of the Taylor & Francis Group Pension and Life Assurance
Scheme, the Informa Final Salary Scheme and the UBM Pension Scheme.
During the period, Informa entered into related party transactions to the
value of £1.2m (30 June 2021: £0.2m) with a balance of £0.2m (30 June 2021:
£0.1m) outstanding at 30 June 2022. Outstanding balances at 30 June 2022 are
unsecured and settlement occurs in cash. There are no bad debt provisions for
related party balances as at 30 June 2022, and no debts due from related
parties have been written off during the period.
18. Financial Instruments
This note provides an update on the judgements and estimates made by the group
in determining the fair values of the financial instruments since the last
annual financial report.
Fair value hierarchy
Valuation techniques use observable market data where it is available and rely
as little as possible on entity-specific estimates. The fair values of
interest rate swaps and forward exchange contracts are measured using
discounted cash flows. Future cash flows are based on forward
interest/exchange rates (from observable yield curves/forward exchange rates
at the end of the reporting period) and contract interest/forward rates,
discounted at a rate that reflects the credit risk of the counterparties.
The fair values of put options over non-controlling interests (including
exercise price) and contingent and deferred consideration on acquisitions are
measured using discounted cash flow models with inputs derived from the
projected financial performance in relation to the specific contingent
consideration criteria for each acquisition, as no observable market data is
available. The fair values are most sensitive to the projected financial
performance of each acquisition; management makes a best estimate of these
projections at each financial reporting date and regularly assesses a range of
reasonably possible alternatives for those inputs and determines their impact
on the total fair value.
The fair value of the contingent and deferred consideration on acquisitions is
not significantly sensitive to a reasonable change in the forecast
performance.
Financial instruments that are measured subsequent to initial recognition at
fair value are grouped into Levels 1 to 3, based on the degree to which the
fair value is observable, as follows:
Level 1 fair value measurements are those derived from unadjusted quoted
prices in active markets for identical assets or liabilities.
Level 2 fair value measurements are those derived from inputs, other than
quoted prices included within Level 1, that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices).
Level 3 fair value measurements are those derived from valuation techniques
that include inputs for the asset or liability that are not based on
observable market data (unobservable inputs), such as internal models or other
valuation methods. Level 3 balances include investments where, in the absence
of market data, these are held at cost, and adjusted for impairments which are
taken to approximate to fair value. Level 3 balances for contingent
consideration use future cash flow forecasts to determine the fair value, with
the fair value of deferred consideration balances taken as the receivable
amount adjusted for an impairment assessment. The fair value of put options
over non-controlling interest uses the present value of the latest cash flow
forecast for each business.
18. Financial Instruments (continued)
Financial assets and liabilities measured at fair value in the Consolidated
Balance Sheet and their categorisation in the fair value hierarchy at 30 June
2022 and 31 December 2021:
Level 1 Level 2 Level 3 Total
At 30 June At 30 June At 30 June At 30 June
2022 2022 2022 2022
(unaudited) (unaudited) (unaudited) (unaudited)
£m £m £m £m
Financial assets
Unhedged derivative financial instruments - 0.3 - 0.3
Equity investments in unquoted companies - - 175.3 175.3
- 0.3 175.3 175.6
Financial liabilities at fair value through profit or
loss
Derivative financial instruments in designated hedge - 157.5 - 157.5
accounting relationships1
Deferred consideration on acquisitions - - 4.0 4.0
Contingent consideration on acquisitions - - 9.2 9.2
- 157.5 13.2 170.7
1 Amount relates to interest rate swaps associated with Euro Medium Term
Notes.
Level 1 Level 2 Level 3 Total
At 31 At 31 At 31 At 31
December December December December
2021 2021 2021 2021
(audited) (audited) (audited) (audited)
£m £m £m £m
Financial assets
Derivative financial instruments in designated hedge accounting relationships1
- 3.4 - 3.4
Equity investments in unquoted companies - - 6.1 6.1
- 3.4 6.1 9.5
Financial liabilities at fair value through profit or loss
Derivative financial instruments in designated hedge accounting relationships1 40.7 - 40.7
-
Unhedged derivative financial instruments - 0.4 - 0.4
Deferred consideration on acquisitions - - 4.5 4.5
Contingent consideration on acquisitions - - 14.7 14.7
- 41.1 19.2 60.3
(1) Amount relates to interest rate swaps associated with Euro Medium Term
Notes.
18. Financial Instruments (continued)
Fair value of other financial instruments (unrecognised)
The group also has a number of financial instruments which are not measured at
fair value in the balance sheet. For the majority of these instruments, the
fair values are not materially different to their carrying amounts, since the
interest receivable/payable is either close to current market rates or the
instruments are short-term in nature. Significant differences were identified
for the following instruments at 30 June 2022:
Carrying Estimated fair value Carrying amount Estimated fair
amount 30 June 31 December value 31 December
30 June 2022 (unaudited) 2021 2021
2022 (audited) (audited)
(unaudited)
£m £m £m £m
Financial liabilities
Bond borrowings 2,028.9 1,935.3 1,989.2 2,058.2
19. Events after the Balance Sheet date
On 18 July 2022, the Group agreed to sell its EPFR financial Intelligence
business to Montagu for cash consideration of £162m ($193m), with completion
of the sale expected in October 2022.
On 18 July 2022, the Group agreed to acquire Industry Dive for initial cash
consideration of £321m ($389m) and total consideration of up to £434m
($525m), the latter dependent on an earn-up agreement based on future
performance. The acquisition is expected to complete in September 2022.
Industry Dive brings capabilities in Audience Development and Lead Generation
through high-quality specialist content and business journalism. With more
than 2.5m active 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, Waste Dive.
On 3 August 2022 the Group agreed to sell Maritime Intelligence to Montagu for
a total value of £385m, receiving cash proceeds (subject to finalisation of
working capital and capital structure), whilst retaining a 20% equity
interest in the ongoing business. In 2021, Maritime Intelligence reported
revenues of £43m, statutory Profit Before Tax of £15m and represented c.15%
of Informa intelligence's reported divisional adjusted operating profit of
£109.8m. As at 30 June 2022, it had gross assets of £103.3m.
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 IFRSs 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 5 to the Condensed Consolidated Financial
Statements.
Adjusted results are prepared for the following measures which are provided in
the Condensed Consolidated Income Statement on pages 27-28: 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 7, 11
and 13 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.
· 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 7
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.
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 for continuing operations. The Effective Tax Rate on Adjusted Profits 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 purchases 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 13 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 2020 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 17 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. The Financial Review
on page 16 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 13 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 14 provides the calculation of operating cash flow conversion.
NET CASH/DEBT
Net debt 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 payables where these are interest bearing and do not
relate to deferred consideration arrangements for acquisitions or disposals.
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 timing of events in the current
year.
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 8 provides the reconciliation of underlying measures
of growth to reported measures of growth in percentage terms.
CONTINUING AND DISCONTINUED OPERATIONS
Continuing Operations exclude Pharma Intelligence which is accounted for as
"Discontinued Operations". Discontinued Operations are shown in note 9 of the
Condensed Consolidated Financial Statements.
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