REG - Wilmington Group Plc - Half Year Results <Origin Href="QuoteRef">WIL.L</Origin> - Part 1

WilmingtonAnnouncement

25/02/2015 07:12

RNS Number : 7805F
Wilmington Group Plc
25 February 2015
25 February 2015
WILMINGTON GROUP PLC
('Wilmington', 'the Group', 'the Company' or 'the Business')
Financial Results for the six months ended 31 December 2014
Wilmington Group plc, the knowledge leader in Risk & Compliance, Finance, Legal and Insights announces its interim results for the six months ended 31 December 2014. 
Financial highlights
- Group revenues for the period up 7% at 46.1m (2013: 43.1m) 
- Group revenues up 8% on an organic basis
- Adjusted EBITA1 increased 11% to 9.1m (2013: 8.2m)
- Adjusted EBITA margins2 improved to 19.8% (2013: 19.0%)
- Adjusted Profit before Tax3 up 14% to 8.1m (2013: 7.1m) 
- Adjusted Earnings per Share4 up 15% at 7.17p (2013: 6.22p)
- Basic Earnings per Share up to 3.20p (2013: 3.07p)
- Profit before tax at 3.7m (2013: 3.7m)
- Interim dividend increased 3% to 3.7p (2013: 3.6p)
- Cash flow conversion increased to 79% (2013: 76%) 
Operational highlights
- Business review and new vision completed
- The new Wilmington website launched and rebranding exercise completed
- Proposed name change to Wilmington plc
- Appointed four Divisional Directors
- Strong momentum from the Risk & Compliance (revenue up 15%) and Finance divisions (revenue up 10%) 
- Structural change in the legal market, focus on integration and improving margins
- Good growth from the Insight division (revenue up 4%)
- Subscription and repeatable information sales at 76% of total revenue (2013: 77%)
- Growing international revenues; now 38% of total revenue (2013: 35%) 
Outlook and current trading
- Trading in line with management expectations and on target for the full year.
Pedro Ros, Chief Executive Officer, commented: 
"Wilmington produced a strong first-half performance, providing a sound platform from which to continue implementing our new vision. We have already completed a significant re-organisation, appointing four Divisional Directors to support the adoption of our new knowledge-based business model. This rapid progress continues as a result of our common desire to develop areas with significant potential, while keeping clients at the centre of everything we do.
Trading has been in line with the Board's expectations and, as our clients' businesses are exposed to increasingly complex legislation and ever-tighter regulatory control, we remain confident that global demand for Wilmington's products and services will grow correspondingly."
Mark Asplin, Chairman, commented:
"Our review of the business identified further opportunities for sustained growth and we have taken steps to refocus accordingly. We have initiated substantial change in a relatively short period of time, adopting a knowledge-based structure that builds on Wilmington's established strengths. Looking forward, I am confident that our leadership and senior management teams will succeed in achieving our ambitious objectives."
For further information please contact:
Wilmington Group plc
020 7422 6800 
Pedro Ros, Chief Executive Officer
Tony Foye, Chief Financial Officer
FTI Consulting
020 3727 1000
Charles Palmer / Emma Appleton
1 Adjusted EBITA - see note 5
2 Adjusted EBITA margins - Adjusted EBITA divided by Revenue
3 Adjusted Profit before Tax - see note 5
4 Adjusted Earnings per Share - see note 11
Chairman's statement
 
I am pleased to present my report on Wilmington's results for the six months ended 31 December 2014. It has been a very encouraging first half of our financial year providing a good platform from which to implement our new vision and strategy for the business. This new vision underpins our ambitions and both the Board and our management team are excited and energised about the opportunities to drive Wilmington to the next stage in its development. 
During the first six months, Wilmington has performed well with revenue up 2.9m (7%) to 46.1m and adjusted EBITA up 11% to 9.1m (2013: 8.2m). On an organic (constant currency) basis revenue was up 8% and adjusted EBITA up by 14%.
The stronger relative growth from our higher margin businesses, combined with the tight control of overheads has resulted in an improvement of 80 bpts in Adjusted EBITA Margin to 19.8% (2013: 19.0%). The growth in Adjusted EBITA combined with a reduced interest charge translated into Adjusted Profit before Tax up a pleasing 14% (1.0m) to 8.1m (2013: 7.1m).
The first half was very successful overall, with stronger growth reported from our larger and highest margin division, Risk & Compliance, supported by contribution from our Finance division. The Insight division performed well recording both revenue and margin growth. As previously indicated we continued to experience challenging trading conditions in our Legal division. As a result, we saw some underlying revenue decline albeit at a slower rate than before. However, we did see improvements in the division's operating margins (up from 7% to 9%) and an increase of 0.1m in its contribution. This improvement reflects the changes made earlier in the year to the management teams and repositioned client offerings.
Business strategy
As announced in December 2014 after an in-depth review of its assets and the market opportunities, Wilmington is evolving its business to a knowledge-based model and structure. This structure will maximise Wilmington's opportunities in helping its clients in turn meet their information, education and networking requirements. 
Vision
The vision which will act as our guide and underpin our strategy is:
 
"To be the recognised knowledge leader and partner of choice for information, education and networking in Risk & Compliance, Finance and Legal as well as the Insight leader in a number of chosen industries." 
We have re-organised our businesses into four distinct knowledge centres, appointed four Divisional Directors to spearhead their progress and agreed ambitious but achievable objectives. We have also allocated dedicated resources to support the implementation of our new strategy to ensure we have the personnel, support and systems we need. 
Branding and name change
To reflect the new vision and as part of our branding and development as a more unified business we are seeking to change the name of the company to Wilmington plc. This name change should be completed by the end of March 2015 subject to clearance by regulatory authorities.
This new focus, together with a new group website, group portal, rebranding and vision will help Wilmington create a more compelling offering through a knowledge-based model underpinned by an evolving portfolio of world class digital products and services. The promotion of a stronger, unified Wilmington brand will bring together its market leading positions, other brands and will emphasise Wilmington as an integrated business.
This branding and focus will also better inform our clients about our range of expertise and breadth of coverage which will in turn enhance our market positions in the UK. This will also drive further international expansion, developing an integrated organisation supported by best in class technology and exceptional talent. 
Divisional management and people
I am pleased to report that we have appointed three internal candidates; Bill Howarth, Andrea Ward, and Mark Solon to the Divisional Director positions in the Risk & Compliance, Finance and Legal divisions respectively. We have also recruited and appointed Richard Adams (previously MD of Doctors.net and Senior VP of Sabre Holdings) to head up our Insight division.
As a digital information, education and networking business operating in dynamic and competitive markets, we are fundamentally reliant on the quality and professionalism of our people. I would once again like to express my own and my fellow Board members' appreciation of the hard work and dedication of them all.
Financial objectives
We will continue to maintain a high proportion of our revenue derived from quality and sustainable income streams. In this six month period revenue from subscriptions and repeatable revenue were largely maintained at 76% of Group revenue (2013: 77%). In addition, we will actively seek to increase our income streams from outside the UK where we see good prospects for long term sustainable growth in many of the major professional markets we operate in. Revenue outside the UK has grown again and was 38% of total revenue compared to 35% last year as we continue to internationalise the business. 
These financial objectives have been reflected in our portfolio of businesses with a significant proportion of revenues derived from subscriptions to products which disseminate content-rich, high-value information digitally along with certificated education and compliance programmes. 
Wilmington has been very acquisitive in the past and the Group will continue to review opportunities to add additional growth and expertise through bolt on acquisitions as appropriate. In the near term, the Board's focus is on completing the implementation of our new strategy and vision and maximising the organic opportunities we can see for growing operational and financial returns.
Board changes
As reported in December 2014, Neil Smith decided to step down from the Board as Chief Operating Officer with effect from 31 December 2014. We wish him well in his career outside Wilmington and thank him for his contribution to our success in his 17 years with the Group. 
Balance sheet
Net debt, which includes cash and cash equivalents, bank loans (excluding capitalised facility fees) and bank overdrafts increased by 0.9m to 34.6m (30 June 2014: 33.7m). The Group typically sees a small outflow of working capital in the first six months of the year and this was reflected in the small increase in net debt.
Group net debt at 31 December 2014 represented just over half of our debt facility of 65m. This facility is due for renewal in February 2016 and we will commence the refinancing exercise in March this year.
Dividend
I am proud of the Group's record of maintaining its dividend over recent years and the resumption last year of a progressive dividend reflects our improving financial performance. The policy remains the same and underpins our confidence in the new vision and resilience of our business model. I am pleased to confirm that the interim dividend for this year will be increased again to 3.7p (2013: 3.6p) per share an increase of 3% on last year. It is the Board's intention to maintain its progressive dividend policy whilst ensuring that suitable dividend cover is maintained. 
The interim dividend of 3.7p per share will be paid on 2 April 2015 to shareholders on the share register as at 13 March 2015.
Capital markets day
On 7 July 2015 we intend to showcase our new divisions, their respective products and services and our progress at a Capital Markets day for investors and analysts.
Outlook and current trading
I am pleased to report that trading continues in line with our expectations. We are seeing tighter regulatory control and more complex legislation implemented in most of our key markets and we remain confident that these changes will continue to drive the demand for our products and services globally. 
The Group has articulated its vision and ambition and is well positioned to move to the next stage in its development. We continue to widen our geographical presence, strengthen our back office and operational management teams and invest in new strategic systems including our new group portal. The business continues to offer good opportunities for us to generate attractive returns over the long term.
We are on target to deliver further growth in the full year, in line with our expectations and underpinned by the strong momentum in the Risk & Compliance and Finance divisions. 
Business Review 
As announced in December 2014 we now manage and report our business by reference to four knowledge-based divisions; Risk & Compliance, Finance, Legal and Insight. We are therefore presenting and commenting on our financial performance by reference to these new divisional structures.
Risk & Compliance (36% of Group revenue, 49% of Group contribution5)
This division provides in depth regulatory and compliance accredited training and information, market intelligence, and analysis. It focuses on the international financial services and international insurance markets as well as the UK pensions industry and contains our International Compliance Training (ICT), Axco, Pendragon, ICP, Compliance Week and Inese businesses. The main users of our offerings are risk and compliance officers globally. This is an area which has demonstrated strong organic growth which should be enhanced as we combine the various opportunities into an integrated offering. 
2014
2013
Movement
'm
'm
'm
%
Revenue
16.8
14.6
2.2
15
Contribution
5.3
4.8
0.5
9
Margin %
32
33
Divisional revenue increased 2.2m (15%) and 16% on an underlying constant currency basis adjusted for the acquisition of Compliance Week. Our compliance training businesses grew 37% in the first six months propelled by strong demand for face to face accredited training particularly from tier 1 international banks where we continued to secure major training programs. We have also seen increases in our public courses again driven by demand for accredited compliance training. 
5 Group contribution of 10,779k (2013: 9,773k) - see note 6
Axco, the industry leading provider of insurance market intelligence, regulation and compliance information reported 4% constant currency revenue growth helped by the continued success of its new digital subscription products although its analytics and data services had a slow first six months. Axco has just completed the roll out of new insight products which will enhance our analytical insurance offerings. 
Pendragon which provides compliance information and workflow tools for the UK pensions markets maintained its market leading position and recorded steady growth of 1%. We are progressing well on the new pension legislation platform, "New Perspectives", which has seen strong interest from existing and potential new clients. 
ICP which provides company credit reports aimed at credit risk managers had a record year last year but has seen a decrease in demand for credit reports, particularly in the Middle East, resulting in a small revenue decline of 6%.
Compliance Week our US risk and compliance events and information business acquired in August 2013 recorded revenue of 1.4m (in constant currency 1.5m) compared to last year's 4.5 month contribution of 1.2m. The second European compliance conference held in Brussels in October 2014 performed well and provided a natural show case for other group offerings servicing the increasing demand for risk and compliance products and services.
Inese our leading insurance information and events business serving the Spanish Insurance market and, increasingly, clients in South American markets was up 2% in constant currency terms.
Overall divisional contribution increased by 9% to 5.3m (2013: 4.8m) and 13% on an underlying constant currency basis adjusted for the acquisition of Compliance Week. Margins were down a little as expected from 33% to 32% reflecting inter alia the effect of currency on Axco's reported revenue, investment in infrastructure for our ICT compliance training business to support its revenue growth and the related change in mix with a higher proportion of revenue from our (lower margin) compliance training.
Finance (22% of Group revenue, 21% of Group contribution)
This division includes Wilmington's financial training businesses. The consolidated offerings of its finance areas should drive good revenue growth as well as exploit growing international markets. The Finance division provides expert and technical training and support services to professionals in corporate finance and capital markets and to qualified accountants in the UK in both the profession and industry. This division serves primarily tier 1 banks, the international financial services industry, and professional accountancy firms.
2014
2013
Movement
'm
'm
'm
%
Revenue
10.0
9.1
0.9
10
Contribution
2.3
2.0
0.3
11
Margin %
23
22
The division continued its strong revenue growth with an increase of 0.9m (10%) compared to 2013. Adjusting for adverse currency movements the underlying growth was 12%. Growth drivers included strong demand from Tier 1 banks for face to face graduate induction training, and from face to face training demands from professional accountants particularly around the new UK GAAP changes. 
AMT which forms an important part of the division and delivers most of its revenue and contribution in the summer months had another good start and benefited from its new e-training platforms and content initiatives. AMT continues to win market share in a competitive market based on its reputation for "best in class" bespoke training and heavy investment in its e-delivery and support systems. Revenue which was adversely affected by currency movements in the period grew by 12%. Due to the predominantly sterling cost base contribution increased by 9%.
Mercia had an excellent first six months trading as well as acquiring and integrating a small accountancy training business. It has also undergone a seamless change in senior management whilst continuing to trade well in a competitive and challenging market. Reported contribution was up a pleasing 0.1m in the period.
Overall divisional contribution was 11% ahead of last year at 2.3m (2013: 2.0m) and 15% ahead on an underlying constant currency basis. Margins were up to 23% from 22%. 
Legal (17% of Group revenue, 6% of Group contribution)
The Legal division provides a range of training, professional support services and information including Continuing Legal Education, expert witness training, databases and magazines to legal professionals. 
2014
2013
Movement
'm
'm
'm
%
Revenue
7.9
8.4
(0.5)
(6)
Contribution
0.7
0.6
0.1
18
Margin %
9
7
The division saw revenue reduce by 6% (0.5m). This reduction reflects the challenging market conditions previously reported surrounding reduced demand for face to face training and the proposed change to the Legal profession's CPD rules. Our response has been to change the management team, to continue to rationalise our conference and course programmes to reflect the structural changes in the market and to look at ways of integrating the various businesses and brands. We have also commenced development of our networking and resource platform for the legal industry. There were, however areas of the legal market showing continued growth including Bond Solon, our witness familiarisation business, which saw revenue grow by 3%. 
The new legal division management team and structure are bedding down well and despite the market conditions the division improved its contribution by 18% to 0.7m (2013: 0.6m) and 19% on an underlying constant currency basis. Margins increased from 7% in 2013 to 9%. 
Insight (25% of Group revenue, 24% of Group contribution4)
The Insight division provides analysis and clarity to customer-focused organisations, enabling them to better understand and connect with their markets. This division includes our UK healthcare information businesses, our French language medical news agency, our data suppression and charity information businesses.
2014
2013
Movement
'm
'm
'm
%
Revenue
11.4
11.0
0.4
4
Contribution
2.6
2.3
0.3
11
Margin %
23
21
Revenue was up 4% (0.4m) and, adjusting for adverse currency movements was up 5% compared to 2013. Healthcare which makes up a large proportion of this division has faced challenging market conditions over the last few years. To some extent the conditions have eased recently reflected in good growth from our HSC data sales and from NHiS (up 33% albeit compared to a weak 2013). NHiS is seeing more traction from one off assignments which focus on offering more analyst led insightful information albeit at lower margins. We also saw good revenue growth from a new business we set up to explore the provision of healthcare data and market intelligence to the Indian healthcare market.
The data suppression and charities businesses were largely flat in revenue terms compared to last year as expected and the focus was on delivering higher margins through ongoing reorganisation and the review of marginal business operations. 
Benefiting from the focus on operational efficiencies, and the growth from our healthcare business, overall divisional contribution increased by 11% (0.3m) to 2.6m (2013: 2.3m) and 13% on an underlying constant currency basis.
Group overheads
Group overheads, which include Board costs, head office salaries as well as unallocated central overheads, remained steady at 1.6m (2013: 1.6m).
Adjusting items
Reference is made in this financial review to adjusted results. Adjusted results in the opinion of the Directors provide a more comparable indication of the Group's underlying financial performance and exclude adjusting items set out in note 5.
Adjusting items 0.7m (2013: 0.2m) include 0.5m of loss of office compensation to former director Neil Smith and 0.4m to costs associated with the new vision, including re-organisation of staff and rebranding. Offsetting this is 0.2m in respect of a reduction in the estimated deferred consideration liability for NHiS. We anticipate further costs associated with the new vision of up to 0.5m in this financial year. 
Financial review
2014
'm
2013
'm
Movement
'm

%
Revenue
46.1
43.1
3.0
7
Adjusted EBITA
9.1
8.2
0.9
11
Adjusted EBITA Margin %
19.8
19.0
Revenue
Revenue for the six months to 31 December 2014 increased by 3.0m to 46.1m (2013: 43.1m). On an organic basis (excluding the impact of acquisitions and foreign exchange) underlying revenue was up 8%.
Net operating expenses
Net operating expenses, excluding adjusting items, were 37.0m (2013: 34.9m) up 6%.
Amortisation of intangible assets
Amortisation of intangible assets (excluding computer software) increased to 3.0m from 2.8m reflecting a full six months of amortisation of Compliance Week acquired in August 2013.
Net finance costs
Net finance costs which consist of interest payable and bank charges were down 9% to 1.0m from 1.1m. Net debt in the six months to 31 December 2014 ended at 34.6m compared to 40.3m at the end of December 2013.
Share-based payments
These increased by 0.2m to 0.6m (2013: 0.4m) reflecting the compensation for loss of office to a former director. 
Taxation
Taxation decreased by 0.1m (10%) to 0.9m from 1.0m. The decrease in the tax expense is due to large deferred tax credits in 2014 and a reduction to UK corporation tax rates.
The underlying tax rate which ignores the tax effects of adjusting items decreased from 25.5% to 23.7%. This reduction reflects inter alia the reduction in UK corporation tax rates during the year. 
Operating profit
Operating profit was down 2% at 4.7m from 4.8m in 2013. Adjusted EBITA was up 0.9m (11%) at 9.1m (2013: 8.2m), offset by an increase in adjusting items of 0.9m. Adjusted EBITA margins were up 80 bpts to 19.8% (2013 19.0%).
Profit before taxation 
Profit before taxation was level at 3.7m. Adjusted Profit before Tax increased by 14% (1.0m) to 8.1m from 7.1m. 
Earnings per share
Adjusted Basic Earnings per Share increased by 15% to 7.17p (2013: 6.22p). Basic earnings per share increased to 3.20p from 3.07p and diluted earnings per share increased to 3.15p from 2.98p.
Goodwill 
Goodwill increased by 0.3m to 77.2m due to exchange rate movements in the period.
Intangible assets 
Intangible assets declined by 2.4m reflecting amortisation, offset by 0.4m from acquisitions made in the year and other additions, mainly IT, of 0.8m. 
Property, plant and equipment 
Property, plant and equipment increased by 0.1m to 5.8m reflecting additions to tangible fixed assets of 0.5m (2013: 0.4m) offset by depreciation, disposals and the effects of exchange rate movements.
Trade and other receivables
Trade receivables within trade and other receivables increased by 1.6m compared to 31 December 2013 reflecting higher trading activity.
Trade and other payables
Trade and other payables which include deferred income were up 1.0m compared to 31 December 2013 reflecting the increase in deferred income and increased trading activity in the period.
Subscriptions and deferred income, which represents revenue received in advance increased by 4% from 19.2m in 2013 to 20.1m. 
Net debt
Net debt, which includes cash and cash equivalents, bank loans (excluding capitalised facility fees) and bank overdrafts, was 34.6m (30 June 2014: 33.7m) an increase of 0.9m. Cash conversion which was up slightly at 79% (31 December 2013: 76%) contributed to a small cash outflow in the period. Net debt at 31 December represented just over half of our debt and overdraft facility of 65m.
Treasury shares 
During the year 0.4m shares were reissued in settlement of shares vesting under the Group's profit share plan and share option scheme. This resulted in a transfer to share capital at the weighted average cost of shares held in treasury. A further 0.4m new ordinary shares of 0.05 each were also issued under this scheme.
Dividend
It is the Board's intention to pay a progressive dividend whilst ensuring a cover of at least two times the Group's adjusted earnings per share over the dividend per share in respect of the year. An interim dividend of 3.7p per share (December 2013: 3.6p) will be paid on 2 April 2015 to shareholders on the register as at 13 March 2015.
Mark Asplin
Chairman
Officers 
Directors:
Mark Asplin
Non-Executive Chairman
Pedro Ros
Chief Executive Officer
Anthony Foye
Chief Financial Officer
Charles Brady
Executive Director
Derek Carter
Senior Independent
Non-Executive Director
Terry Garthwaite
Non-Executive Director
Nathalie Schwarz 
Non-Executive Director 
Company Secretary:
Linda Wake
Company Secretary
Registered Office :
6-14 Underwood Street
London N1 7JQ
Tel: +44(0) 20 7422 6800
Fax: +44(0) 20 7422 6822
Company Registration No. 3015847
Consolidated Income Statement 
Six months ended 31 December 2014
(unaudited)
Six months ended 31 December 2013
(unaudited)
Year ended 30 June 2014
(audited)
Notes
Adjusted results (note 5) 
Adjusting items (note 7) 
Statutory results
Adjusted results (note 5) 
Adjusting items (note 7) 
Statutory results
Statutory results
'000
'000
'000
'000
'000
'000
'000
Continuing operations
Revenue
6
46,085
-
46,085
43,147
-
43,147
90,024
Net operating expenses
(36,954)
(727)
(37,681)
(34,929)
(200)
(35,129)
(72,084)
Amortisation
-
(3,038)
(3,038)
-
(2,805)
(2,805)
(6,286)
Share-based payments
-
(634)
(634)
-
(429)
(429)
(924)
Operating profit 
9,131
(4,399)
4,732
8,218
(3,434)
4,784
10,730
Net finance costs
8
(1,024)
-
(1,024)
(1,094)
(22)
(1,116)
(2,138)
Profit before tax 
8,107
(4,399)
3,708
7,124
(3,456)
3,668
8,592
Taxation
9
(876)
(992)
(2,034)
Profit for the period 
2,832
2,676
6,558
Attributable to:
Owners of the parent
2,759
2,618
6,485
Non-controlling interests
73
58
73
2,832
2,676
6,558
Earnings per share attributable to the owners ofthe parent:
Basic (p)
11
3.20
3.07
7.59
Diluted (p)
11
3.15
2.98
7.39
Adjusted earnings per share attributable to the owners of the parent:
Basic (p)
11
7.17
6.22
14.79
Diluted (p)
11
7.06
6.04
14.40
All items in the current and comparative periods relate to continuing activities.
Consolidated Statement of Comprehensive Income
Six months ended 
31 December 2014
Six months ended 
31 December 2013
Twelve months ended 
30 June 
2014
(unaudited)
(unaudited)
(audited)
'000
'000
'000
Profit for the period
2,832
2,676
6,558
Other comprehensive income/(expense)
Items that may be reclassified subsequently to the Income Statement
Net fair value movements on interest rate swap 
6
252
381
Currency translation differences
575
(89)
(1,001)
Net investment hedge
(232)
(135)
497
Other comprehensive income/(expense) for the period, net of tax
349
28
(123)
Total comprehensive income for the period
3,181
2,704
6,435
Total comprehensive income for the period attributable to :
Owners of the parent
3,108
2,646
6,362
Non-controlling interests
73
58
73
3,181
2,704
6,435
Items in the statement above are disclosed net of tax.
Consolidated Balance Sheet
31 December 2014
31 December 2013
30 June
2014
(unaudited)
(unaudited)
(audited)
Note
'000
'000
'000
Non-current assets
Goodwill
12
77,196 
76,966 
76,855
Intangible assets
12
26,324 
32,042 
28,746
Property, plant and equipment
12
5,757
5,743
5,727
Deferred tax asset
548 
591 
562
109,825 
115,342 
111,890
Current assets
Trade and other receivables
13
23,251
22,127
22,389
Derivative financial assets
- 
149 
37
Cash and cash equivalents
7,998
8,077
5,020
31,249
30,353 
27,446
Total assets
141,074
145,695 
139,336
Current liabilities
Trade and other payables
14
(38,692)
(37,707)
(40,635)
Current tax liabilities
(1,077) 
(1,144) 
(1,333) 
Deferred consideration - cash settled
-
(330)
(343)
Derivative financial liabilities
(315)
-
(78)
Borrowings 
15
(2,232)
(298)
(642)
Provision for future purchase of non-controlling interests
-
(46)
-
(42,316)
(39,525)
(43,031) 
Non-current liabilities
Borrowings
15
(40,078)
(47,705)
(37,673)
Deferred consideration - equity-settled
(482) 
(619) 
(728) 
Derivative financial liabilities
(562) 
(777) 
(490) 
Deferred tax liability
(4,124) 
(5,184) 
(4,670) 
Provision for future purchase of non-controlling interests
(100) 
(146) 
(100) 
(45,346)
(54,431)
(43,661)
Total liabilities
(87,662)
(93,956)
(86,692)
Net assets
53,412 
51,739 
52,644 
Equity
Share capital
16
4,325 
4,305 
4,305 
Share premium
16
45,225 
45,231 
45,231 
Treasury shares
16
(96) 
(878) 
(878) 
Translation reserve
(367) 
(30)
(942)
Share based payments reserve
875
696
911
Retained earnings
3,230
2,238
3,782
Equity attributable to owners of the parent
53,192 
51,562 
52,409 
Non-controlling interests
220
177
235
Total equity 
53,412
51,739
52,644
Consolidated Statement of Changes in Equity 
Equity attributable to shareholders of the parent
Share capital (note 16)
'000
Share- based payment reserve
'000
Translation reserve
'000
Retained earnings
'000
Total
'000
Non- controlling interests
'000
Total equity
'000
At 1 July 2013 (audited)
47,180
1,560
59
2,770
51,569
145
51,714
Profit for the period
-
-
-
2,618
2,618
58
2,676
Other comprehensive income for the period
-
-
(89)
117
28
-
28
47,180
1,560
(30)
5,505
54,215
203
54,418
Dividends
-
-
-
(2,974)
(2,974)
(26)
(3,000)
Share-based payments
-
225
-
41
266
-
266
Reissue of treasury shares
1,478
(1,089)
(334)
55
-
55
At 31 December 2013 (unaudited)
48,658
696
(30)
2,238
51,562
177
51,739
Profit for the period
-
-
-
3,867
3,867
15
3,882
Other comprehensive income for the period
-
-
(912)
761
(151)
-
(151)
48,658
696
(942)
6,866
55,278
192
55,470
Dividends
-
-
-
(3,084)
(3,084)
-
(3,084)
Share-based payments
-
215
-
-
215
-
215
Movements in non-controlling interests
-
-
-
-
-
52
52
Movements in offset of provision for the future purchase of non-controlling interests
-
-
-
-
-
(9)
(9)
At 30 June 2014 (audited)
48,658
911
(942)
3,782
52,409
235
52,644
Profit for the period
-
-
-
2,759
2,759
73
2,832
Other comprehensive income for the period
-
-
575
(226)
349
-
349
48,658
911
(367)
6,315
55,517
308
55,825
Dividends
-
-
-
(3,082)
(3,082)
(88)
(3,170)
Issue of share capital
14
-
-
(20)
(6)
-
(6)
Share-based payments
-
575
-
-
575
-
575
Reissue of treasury shares
782
(611)
-
(173)
(2)
-
(2)
Deferred tax on share-based payments
-
-
-
190
190
-
190
At 31 December 2014 (unaudited)
49,454
875
(367)
3,230
53,192
220
53,412
ConsolidatedCash Flow Statement
Six months ended 31 December 2014
Six months ended 31 December 2013
Year ended 30
June 2014
(unaudited)
(unaudited)
(audited)
Note
'000
'000
'000
Cash flows from operating activities
Cash generated from operations before adjusting items
17
7,188
6,211
20,204
Cash flows for adjusting items - operating activities
(280)
-
(372)
Cash flows for adjusting items - share-based payments
(230)
(358)
(358)
Cash generated from operations
6,678
5,853
19,474
Net finance costs paid
(914)
(859)
(1,863)
Tax paid
(1,475)
(1,690)
(3,285)
Net cash generated from operating activities
4,289
3,304
14,326
Cash flows from investing activities
Purchase of businesses
(173)
(7,342)
(7,342)
Deferred consideration paid
(343)
(168)
(168)
Purchase of non-controlling interests
-
-
(58)
Cash flows for adjusting items - investing activities
-
(200)
(267)
Purchase of property, plant and equipment
(548)
(407)
(883)
Proceeds from disposal of property, plant and equipment
-
710
710
Purchase of intangible assets
(867)
(228)
(955)
Net cash used in investing activities
(1,931)
(7,635)
(8,963)
Cash flows from financing activities
Dividends paid to owners of the parent
(3,082)
(2,974)
(6,058)
Dividends paid to non-controlling interests
(88)
(26)
(26)
Share issuance costs
(6)
-
-
Reissue of treasury shares
-
55
55
Increase/(decrease) in bank loans
2,000
8,562
(1,748)
Net cash (used)/generated from financing activities
(1,176)
5,617
(7,777)
Net increase/(decrease) in cash and cash equivalents, net of bank overdrafts
1,182
1,286
(2,414)
Cash and cash equivalents, net of bank overdrafts, at beginning of the period
4,378
6,913
6,913
Exchange gains/(losses) on cash and cash equivalents
206
(20)
(121)
Cash and cash equivalents, net of bank overdrafts, at end of the period
5,766
8,179
4,378
Reconciliation of net debt
Cash and cash equivalents at beginning of the period
5,020
7,803
7,803
Bank overdrafts at beginning of the period
15
(642)
(890)
(890)
Bank loans at beginning of the period
15
(38,041)
(40,286)
(40,286)
Net debt at beginning of the period
(33,663)
(33,373)
(33,373)
Net increase/(decrease) in cash and cash equivalents (net of bank overdrafts)
1,388
1,266
(2,535)
Net (drawdown)/repayment in bank loans
(2,000)
(8,562)
1,505
Exchange (loss)/gain on bank loans
(294)
331
740
Cash and cash equivalents at end of the period
7,998
8,077
5,020
Bank overdrafts at end of the period
15
(2,232)
(298)
(642)
Bank loans at end of the period
15
(40,335)
(48,117)
(38,041)
Net debt at end of the period
(34,569)
(40,338)
(33,663)
Notes to the Financial Results
General information
The Company is a public limited company incorporated and domiciled in the UK. The address of its registered office is 6-14 Underwood Street, London N1 7JQ. The Company has its primary listing on the London Stock Exchange. The Company is the knowledge leader and partner of choice for information, education and networking in the Risk & Compliance, Finance and Legal areas; as well as the Insight leader in a number of chosen industries.
This condensed consolidated interim financial information ("Interim Information") was approved for issue on
24 February 2015.
The Interim Information is neither reviewed nor audited and does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2014 were approved by the Board of Directors on 17 September 2014. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.
1. Basis of preparation
This Interim Information for the six months ended 31 December 2014 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and in accordance with IAS 34 ''Interim financial reporting'' as adopted by the European Union. The Interim information should be read in conjunction with the Annual Financial Statements for the year ended 30 June 2014 which have been prepared in accordance with IFRSs as adopted by the European Union, and are available on the Group's website wilmingtonplc.com.
Going concern
The Group's forecast and projections, taking account of reasonably possible changes in trading performance, show that the Group will be able to operate well within the level of its current banking facilities. The Directors have therefore adopted a going concern basis in preparing the Interim Information. Negotiations with external lenders will commence in April 2015, in advance of the expiry of the existing facility on February 2016.
2. Accounting policies
The accounting policies applied are consistent with those of the Annual Financial Statements for the year ended 30 June 2014, as described in those Annual Financial Statements. The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 July 2014 but are either not relevant to the Group or do not have a significant impact:
 IFRS 10 "Consolidated Financial Statements'';
 IFRS 11 "Joint arrangements'';
 IFRS 12 "Disclosure of interests in other entities'';
 IAS 27 "Separate Financial Statements'';
 IAS 28 "Investments in associates and joint ventures'';
 Amendments to IFRS 10,11 and 12 on transition guidance (effective 1 January 2013) (endorsed 1 January 2014); 
 Amendments to IFRS 10, 12 and IAS 27 on consolidation for investment entities (effective 1 January 2014 ;
 Amendments to IAS 32 on Financial instruments asset and liability offsetting (effective 1 January 2014); 
 Amendment to IAS 36, 'Impairment of assets' on recoverable amount disclosures (effective 1 January 2014); 
 Amendment to IAS 39 'Financial instruments: Recognition and measurement', on novation of derivatives and hedge accounting (effective 1 January 2014); and 
 IFRIC 21, 'Levies' (effective 1 January 2014) (endorsed 17 June 2014).
The following new standards and amendments to standards have been issued but are not yet effective for the purposes of the Interim Report and have not been early adopted:
 Amendment to IAS 19, Employee benefits on defined benefit plans;
 Annual improvements to IFRSs 2010-2012 Cycle; and
 Annual improvements to IFRSs 2011-2013 Cycle.
3. Principal risks and uncertainties
The principal business risks that affect the Group are as stated on pages 30 to 32 of Our Performance in the
Annual Report and Financial Statements for the year ended 30 June 2014. The main financial risks that affect the Group are:
(a) Liquidity and capital risk
The Group has an unsecured committed bank facility of 65m (2013: 65m) to February 2016. The facility currently comprises a revolving credit facility of 60m (2013: 60m) and an overdraft facility of 5m (2013: 5m). At 31 December 2014, 40m (2013: 48m) of the revolving credit facility was drawn down. The bank overdrafts are the subject of a Group set-off arrangement.
The Group met the requirements of the bank facility financial covenants throughout the period.
(b) Interest rate risk
The Group finances its operations through a mixture of retained profits, operational cash flow and external debt. Historically the Group has expanded its operations both organically and by acquisition, which has led on occasions to the need for external finance.
The Group financing arrangements include external debt that is subject to a variable interest rate. The Group is consequently exposed to cash flow volatility arising from fluctuations in market interest rates applicable to that external finance. Interest is charged on the 40m (2013: 48m) amount drawn down on the revolving credit facility at a rate of between 2.00 and 2.75 per cent above LIBOR depending upon leverage. Cash flow volatility therefore arises from movements in the LIBOR interest rates.
In November 2010, the Group entered into a 5-year 15m interest rate swap derivative, fixed against 3-month LIBOR, paying interest on 15m at a fixed rate of 2.68%. This derivative has been designated as a cash flow hedge in order to manage interest rate risk associated with the first 15m of the credit facility. Payments received under the swap has been matched against interest paid quarterly during the period and the entire mark to market gain/(loss) on the derivative has been recognised in Other comprehensive income, following the Directors' assessment of the hedge's effectiveness.
(c) Foreign currency risk
Risk
The currency of the primary economic environment in which the Group operates is GBP, and this is also the currency in which the Group presents its financial statements. However, the Group has significant EUR and USD cash flows arising from international trading and overseas operations. The Group is consequently exposed to cash flow volatility arising from fluctuations in the applicable exchange rates for converting EUR and USD to GBP.
Group policy
The Group policy is to fix the exchange rate in relation to a periodically reassessed set percentage of expected EUR and USD net cash inflows arising from international trading, by entering into foreign currency contracts to sell a specified amount of EUR or USD on a specified future date at a specified exchange rate. This set percentage is approved by the Board as part of the budgeting process and upon the acquisition of foreign operations. The Group uses forward currency contract derivatives to meet this policy.
The Group policy is to finance investments in overseas operations from borrowings in the local currency of the relevant operation, so as to achieve a natural hedge of the foreign currency translation risk. This natural hedge is designated as a net investment hedge for accounting purposes.
Risk management arrangements
The following forward contracts entered into in order to provide certainty in GBP terms of 80% of the Group's expected net USD and EUR income are outstanding at the period end:
 On 12 June 2014, the Group sold $3.0m to 31 March 2015 at a rate of 1.6785; and
 On 16 June 2014, the Group sold $3.5m to 29 May 2015 at a rate of 1.6911.
4. Financial instruments and risk management
The methods and assumptions used to estimate the fair values of financial assets and liabilities are as follows:
 The carrying amount of trade receivables and payables approximates to fair value due to the short maturity of the amounts receivable and payable.
 The fair value of the Group's borrowings is estimated on the basis of the discounted value of future cash flows using approximate discount rates in effect at the balance sheet date.
 The fair value of the Group's outstanding interest rate swaps, foreign exchange contracts and put options for non-controlling interest are estimated using discounted cash flow models and market rates of interest and foreign exchange at the balance sheet date.
Financial instruments are measured at fair value via a valuation method. The different levels have been defined as:
 Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
 Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
 Level 3: Inputs for the assets or liabilities that are not based on observable market data (that is, unobservable inputs).
The group has recognised a level 2 financial liability of 315,000 for foreign exchange trading derivatives at fair value through income or expense. In addition the group has recognised a level 2 financial liability of 562,000 for an interest rate swap at fair value through other comprehensive income or expense. The group has no recognised level 1 or level 3 assets or liabilities.
5. Measures of profit
To provide shareholders with a better understanding of the trading performance of the Group, Adjusted Profit before Tax has been calculated as Profit before Tax after adding back:
 amortisation of intangible assets - publishing rights, titles and benefits;
 impairment of goodwill;
 unwinding of the discount on the provisions for the future purchase of non-controlling interests and deferred consideration;
 share-based payments; and
 other adjusting items.
Adjusted Profit before Tax, Adjusted EBITA and Adjusted EBITDA reconcile to profit on continuing activities before tax as follows:
Six months 
ended
31 December
2014 
(unaudited)
'000
Six months
ended
31 December
2013 
(unaudited)
'000
Twelve months ended 30 June 2014 (audited)
'000
Profit before tax 
3,708
3,668 
8,592
Amortisation of intangible assets - publishing rights, titles and benefits
3,038
2,805 
6,286
Unwinding of the discounts
-
22
39
Share based payments 
634
429 
924
Other adjusting items 
727
200
764
Adjusted Profit before Tax 
8,107
7,124 
16,605
Net finance costs (excluding the unwinding of the discounts) 
1,024
1,094 
2,099
Adjusted operating profit ('Adjusted EBITA') 
9,131
8,218 
18,704
Depreciation of property, plant and equipment 
588
484 
1,025
Amortisation of intangible assets - computer software 
685
433 
816
Adjusted EBITA before depreciation ('Adjusted EBITDA') 
10,404
9,135 
20,545
6. Segmental information
In accordance with IFRS 8 the Group's operating segments are based on the figures reviewed by the Board, which represents the chief operating decision maker.
The Group now reports its results in four segments as this more accurately reflects the way the Group is now being managed. There is no change to any of the Group's accounting policies and there is no restatement of either revenues or profitability, other than this revised segmentation by the four operating segment headings. 
The Group's organisational structure reflects the different professional markets to which it provides information, compliance and education. The four new professional divisions (Risk & Compliance, Finance, Legal; and Insight) are the Group's segments and generate all of the Group's revenue.
The Board considers the business from both a geographic and product perspective. Geographically, management considers the performance of the Group between the UK and overseas.
(a) Business segments
Six months ended 31 December 2014 (unaudited)
Six months ended 31 December 2013 (unaudited) 
Twelve months ended 30 June 2014 
(audited)
Revenue 
'000
Contribution 
'000
Revenue 
'000
Contribution 
'000
Revenue 
'000
Contribution 
'000
Risk & Compliance
16,771
5,282
14,636
4,842
32,354
10,669
Finance
9,983
2,250
9,075
2,036
17,034
3,715
Legal
7,896
678
8,398
577
17,371
2,268
Insight
11,435
2,569
11,038
2,318
23,265
5,318
46,085
10,779
43,147
9,773
90,024
21,970
Unallocated central overheads 
-
(1,648)
-
(1,555)
-
(3,266)
46,085
9,131
43,147
8,218
90,024
18,704
Amortisation of intangible assets - publishing rights, titles and benefits
(3,038)
(2,805)
(6,286)
Share-based payments
(634)
(429)
(924)
Other adjusting items
(727)
(200)
(764)
Net finance costs
(1,024)
(1,116)
(2,138)
Profit before tax 
3,708
3,668
8,592
Taxation 
(876)
(992)
(2,034)
Profit for the financial year 
2,832
2,676
6,558
(b) Segmental information by geography
The UK is the Group's country of domicile and the Group generates the majority of its revenue from external customers in the UK. The geographical analysis of revenue is on the basis of the country of origin in which the customer is invoiced:
Six months ended 31 December 2014
Six months ended 31 December 2013
Twelve months ended 30
June
2014
(unaudited)
(unaudited)
(audited)
'000
'000
'000
UK
28,573
27,983
57,135
Europe (excluding the UK)
7,834
7,057
15,060
North America
5,991
5,058
10,467
Rest of the World
3,687
3,049
7,362
Total revenue
46,085
43,147
90,024
7. Adjusting items
The following items have been charged/(credited) to profit or loss during the year but are of an unusual nature, size or incidence and so are shown separately:
Six months ended
31 December 
2014 
'000
Six months ended
31 December 
2013 
'000
Year ended 
30 June 
2014 
'000
Costs written off relating to both successful and aborted acquisitions 
-
200 
380
Restructuring and rationalisation costs 
420
-
275
Compensation for loss of office
500
-
-
(Decrease)/increase in liability for deferred consideration 
(193)
-
109
Other adjusting items (included in operating expenses)
727
200
764
Amortisation of intangible assets - publishing rights, titles and benefits
3,038
2,805
6,286
Share-based payments
634
429
924
Total adjusting items (classified in operating profit)
4,399
3,434
7,974
Unwinding of discount on the provisions for the future purchase of non-controlling interests and deferred consideration
-
22
39
Total adjusting items (classified in profit before tax)
4,399
3,456
8,013
Compensation for loss of office relates to Neil Smith, a former director, who left the business on 31 December 2014
8. Net finance costs
Six months ended 31 December 2014
Six months ended 31 December 2013
Twelve months ended 30
June
2014
(unaudited)
(unaudited)
(audited)
'000
'000
'000
Finance income comprises:
Bank interest receivable
2
2
-
Finance costs comprise:
Interest payable on bank loans and overdrafts
(792)
(872)
(1,718)
Facility fees
(113)
(100)
(213)
Amortisation of capitalised loan arrangement fees
(121)
(124)
(168)
Unwinding of the discount on the provision for the future purchase of non-controlling interests and deferred consideration
-
(22)
(39)
(1,024)
(1,116)
(2,138) 
9. Taxation
Six months ended 
31 December 2014
Six months ended
31 December 2013
Twelve months ended 
30 June
2014
(unaudited)
(unaudited)
(audited)
'000
'000
'000
Current tax:
UK corporation tax at current rates on profits for the period
1,107
864
2,036
Adjustments in respect of previous years
-
(28)
(64)
1,107
836
1,972
Foreign tax
425
473
1,045
Adjustments in respect of previous years
-
(9)
(47)
Total current tax
1,532
1,300
2,970
Deferred tax:
Deferred tax credit
(558)
(52)
(458)
Adjustments to deferred tax in respect of previous years 
-
4
11
Effect on deferred tax of change in corporation tax rate
(98)
(260)
(489)
Total deferred tax
(656)
(308)
(936) 
Taxation
876
992
2,034
10. Dividends
Distributions to owners of the parent in the period:
Six
months ended 31 December 2014
Six
months ended 31 December 2013
Twelve months ended 30 June
2014
Six
months ended 31 December 2014
Six
months ended 31 December 2013
Twelve months ended 30 June
2014
pence per share
pence per share
pence per share
'000
'000
'000
(unaudited)
(unaudited)
(audited)
(unaudited)
(unaudited)
(audited)
Final dividends recognised as distributions in the year
3.7
3.5
3.5
3,082
2,974
2,974
Interim dividends recognised as distributions in the year
-
-
3.6
-
-
3,084
Total dividends paid in the period
3,082
2,974
6,058
Interim dividend proposed
3.7
3.6
3.7
3,200
3,084
3,170
11. Earnings per Share
Adjusted Earnings per Share has been calculated using adjusted earnings calculated as profit after tax and non-controlling interests but before:
 amortisation of publishing rights, titles and benefits;
 unwinding of the discount on the provision for the future purchase of non-controlling interests and deferred consideration;
 share-based payments; and
 other adjusting items.
The calculation of the basic and diluted earnings per share is based on the following data:
Six months ended 31 December 2014
Six months ended 31 December 2013
Twelve months ended 30 June
2014
(unaudited)
(unaudited)
(audited)
'000
'000
'000
Earnings from continuing operations for the purpose of basic earnings per share
2,759
2,618
6,485
Add/(remove):
Amortisation of intangible assets - publishing rights, titles and benefits
3,038
2,805
6,286
Other adjusting items
727
200
764
Share based payments
634
429
924
Unwinding of the discount on the provisions for the future purchase of non-controlling interests deferred consideration
-
22
39
Tax effect of adjustments above
(972)
(773)
(1,868)
Adjusted earnings for the purposes of adjusted earnings per share
6,186
5,301
12,630
Number
Number
Number
Weighted average number of ordinary shares for the purpose of basic and adjusted earnings per share
86,232,406
85,251,725
85,408,893 
Effect of dilutive potential ordinary shares:
Future exercise of share awards
1,158,012
2,292,566
1,950,638
Deferred consideration to be settled by equity
221,917
257,648
372,855 
Weighted average number of ordinary shares for the purposes of diluted earnings per share
87,612,335
87,801,939
87,732,386 
Basic earnings per share
3.20p
3.07p
7.59p 
Diluted earnings per share
3.15p
2.98p
7.39p
Adjusted basic earnings per share (''Adjusted Earnings Per Share'')
7.17p
6.22p
14.79p 
Adjusted diluted Earnings per Share
7.06p
6.04p
14.40p 
12. Goodwill, Intangible assets and Property, plant and equipment
Goodwill
'000
Intangible assets
'000
Property, plant and equipment
'000
At 1 July 2013 (audited)
73,282
31,493
5,909
Additions
60
228
407
Acquisitions
3,965
3,965
-
Disposals
-
(48)
(21)
Exchange translation differences
(341)
(358)
(68)
Depreciation of property, plant and equipment
-
-
(484)
Amortisation of publishing rights, titles and benefits
-
(2,805)
-
Amortisation of computer software
-
(433)
-
Closing net book amount as at 31 December 2013 (unaudited)
76,966
32,042
5,743
Additions
-
727
476
Disposals
-
-
(13)
Exchange translation differences
(102)
(159)
62
Depreciation of property, plant and equipment
-
-
(541)
Amortisation of publishing rights, titles and benefits
-
(3,481)
-
Amortisation of computer software
-
(383)
-
Movement in offset of provision for the future purchase of non-controlling interests
(9)
-
-
Closing net book amount as at 30 June 2014 (audited)
76,855
28,746
5,727
Acquisitions
-
380
-
Additions
-
867
548
Disposals
-
(11)
(34)
Exchange translation differences
341
65
104
Depreciation of property, plant and equipment
-
-
(588)
Amortisation of publishing rights, titles and benefits
-
(3,038)
-
Amortisation of computer software
-
(685)
-
Closing net book amount as at 31 December 2014 (unaudited)
77,196
26,324
5,757
13. Trade and other receivables
31 December 2014
(unaudited)
'000
31 December 2013
(unaudited)
'000
30 June 
 2014
(audited)
'000
Trade receivables
19,863
18,275
17,917
Other receivables
1,153
1,585
2,230
Prepayments and accrued income
2,235
2,267
2,242
23,251
22,127
22,389
14. Trade and other payables
31 December 2014
(unaudited)
'000
31 December 2013
(unaudited)
'000
30 June
2014
(audited)
'000
Trade payables
3,761
4,092
3,429
Other payables
1,441
2,775
2,233
Social security and other taxes
2,629
2,676
3,746
Subscriptions and deferred revenue
20,079
19,227
19,591
Accruals
10,782
8,937
11,636
38,692
37,707
40,635
15. Borrowings
31 December 2014
'000
(unaudited)
31 December 2013
'000
(unaudited)
30 June 2013
'000
(audited)
Current liability
Bank overdrafts
2,232
298
642
Non-current liability
Bank loans
40,335
48,117
38,041
Facility fees
(257)
(412)
(368)
Bank loans net of facility fees
40,078
47,705
37,673
Details of the Group's bank facilities are set out in note 3(a).
16. Share capital
Number of ordinary shares
of 5p each
Ordinary shares
'000
Share premium account
'000
Treasury shares
'000
Total
'000
At 1 July 2013 (audited)
86,103,137
4,305
45,231
(2,356)
47,180
Treasury shares reissued during the period
-
-
-
1,478
1,478
At 31 December 2013 (unaudited) and 30 June 2014 (audited)
86,103,137
4,305
45,231
(878)
48,658
Shares issued
404,324
20
(6)
-
14
Treasury shares reissued during the period
-
-
-
782
782
At 31 December 2014 (unaudited)
86,507,461
4,325
45,225
(96)
49,454
On 19 September 2014 404,324 ordinary shares were issued and 379,006 treasury shares were reissued in respect of the vesting of the 2011 PSP Share Awards to employees (including Directors).
At 31 December 2014, 46,584 shares (2013: 425,590) were held in Treasury, which represents 0.1% (2013: 0.5%) of the called up share capital of the Company.
17. Cash generated from operations
Six months ended 31 December 2014
Six months ended 31 December 2013
Year ended 30 June
2014
(unaudited)
(unaudited)
(audited)
'000
'000
'000
Profit from continuing operations before income tax
3,708
3,668
8,592
Cash flows from other adjusting items
727
200
764
Depreciation of property, plant and equipment
588
484
1,025
Amortisation of intangible assets
3,723
3,238
7,102
Loss/(profit) on disposal of property, plant and equipment and intangibles
45
(19)
34
Share-based payments (including social security costs)
634
429
924
Net finance costs
1,024
1,116
2,138
Operating cash flows before movements in working capital
10,449
9,116
20,579
Increase in receivables
(862)
(155)
(452)
(Decrease)/increase in payables
(2,399)
(2,750)
77
Cash generated from operations before adjusting items
7,188
6,211
20,204
Cash conversion is calculated as a percentage of cash generated by operations to Adjusted EBITA as follows:
Six months ended 31 December 2014
(unaudited)
'000
Six months ended 31 December 2013
(unaudited)
'000
Year ended 30 June 2014
(audited)
'000
Funds from operations before adjusting items:
Adjusted EBITA (see note 5)
9,131
8,218
18,704
Amortisation of intangible assets - computer software
685
433
816
Depreciation of property, plant and equipment
588
484
1,025
Loss/(profit) on disposal of property, plant and equipment and intangibles
45
(19)
34
Operating cash before movements in working capital
10,449
9,116
20,579
Net working capital movement
(3,261)
(2,905)
(375)
Funds from operations before adjusting items
7,188
6,211
20,204
Cash conversion
79%
76%
108%
18. Related party transactions
Certain purchasing facilities are offered to the non-wholly owned subsidiary undertakings in the Group. The costs associated with these purchasing facilities are recharged in full. During the period the ultimate parent company received dividends of 88,000 (2013: 26,000) from non-wholly owned subsidiary undertakings in the Group.
19. Seasonality
The Group has traditionally generated the majority of its revenues and profits during the second half of the financial year. This has historically resulted from three factors. Firstly, most of the Group's businesses (the notable exception being AMT) produce seasonally low sales in July, August and December which include holiday periods for many of the Group's clients. Secondly, Inese and Compliance Week, have major annual events in the second half of the year. Thirdly, the publishing businesses produce a number of annual directory and database products, most of which are published in the second half of the financial year. The migration over recent years of much of this revenue to the online products has resulted in a corresponding reduction in the seasonality of this revenue.
Statement of Directors' Responsibilities
The Directors confirm that, to the best of their knowledge, the Interim Information has been prepared in accordance with International Accounting Standard 34 Interim financial reporting as adopted by the European Union. The Interim Management Report includes a fair review of the Interim Information and, as required by DTR 4.2.7R and DTR 4.2.8R, the following information:
an indication of important events that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
disclosure of material related party transactions that have taken place in the first six months of the current financial year and of any material changes in the related party transactions described in the last Annual Report and Financial Statements.
The Directors of Wilmington Group plc are listed in the Wilmington Group plc Annual Report for 30 June 2014. A list of current Directors is maintained on the Wilmington Group plc website: wilmingtonplc.com.
By order of the Board
Anthony M Foye
Chief Finance Officer
24 February 2015
Reconciliation of segments
Six months ended 31 December 2014
Revenue
Risk & Compliance
Finance
Legal
Insight
'000
'000
'000
'000
'000
Pensions & Insurance
 8,274 
 8,274 
-
-
-
Banking & Compliance
 13,420 
 8,497 
 4,923 
-
-
Healthcare
 7,232 
-
-
-
 7,232 
Legal
 7,896 
-
-
 7,896 
-
Business Intelligence
 4,203 
-
-
-
 4,203 
Accountancy
 5,060 
-
 5,060 
-
-
46,085 
 16,771 
 9,983 
 7,896 
 11,435 
Adjusted EBITA
Risk & Compliance
Finance
Legal
Insight
'000
'000
'000
'000
'000
Pensions & Insurance
 3,251 
 3,251 
-
-
-
Banking & Compliance
 3,513 
 2,031 
 1,482 
-
-
Healthcare
 1,553 
-
-
-
 1,553 
Legal
 678 
-
-
 678 
-
Business Intelligence
 1,016 
-
-
-
 1,016 
Accountancy
 768 
-
768 
-
-
Contribution
10,779 
 5,282 
 2,250 
 678 
 2,569 
Unallocated central overheads
 (1,648) 
Adjusted EBITA
9,131 
Six months ended 31 December 2013
Revenue
Risk & Compliance
Finance
Legal
Insight
'000
'000
'000
'000
'000
Pensions & Insurance
 8,284 
 8,284 
-
-
-
Banking & Compliance
 10,728 
6,352
 4,376 
-
-
Healthcare
 6,770 
-
-
-
 6,770 
Legal
 8,398 
-
-
 8,398 
-
Business Intelligence
 4,268 
-
-
-
 4,268 
Accountancy
 4,699 
-
 4,699 
-
-
 43,147 
 14,636 
 9,075 
 8,398 
 11,038 
Adjusted EBITA
Risk & Compliance
Finance
Legal
Insight
'000
'000
'000
'000
'000
Pensions & Insurance
 3,506 
 3,506 
-
-
-
Banking & Compliance
 2,692 
 1,336 
 1,356 
-
-
Healthcare
 1,551 
-
-
-
 1,551 
Legal
 577 
-
-
 577 
-
Business Intelligence
 767 
-
-
-
 767 
Accountancy
 680 
-
 680 
-
-
Contribution
 9,773 
 4,842 
 2,036 
 577 
 2,318 
Unallocated central overheads
(1,555) 
Adjusted EBITA
 8,218 
Twelve months ended 30 June 2014
Revenue
Risk & Compliance
Finance
Legal
Insight
'000
'000
'000
'000
'000
Pensions & Insurance
 17,006 
 17,006 
- 
-
-
Banking & Compliance
 21,938 
 15,348 
 6,590 
-
-
Healthcare
 13,684 
-
-
-
 13,684 
Legal
 17,371 
-
-
 17,371 
-
Business Intelligence
 9,581 
-
-
-
 9,581 
Accountancy
 10,444 
-
 10,444 
-
-
 90,024 
32,354
17,034
17,371
23,265
Adjusted EBITA
Risk & Compliance
Finance
Legal
Insight
'000
'000
'000
'000
'000
Pensions & Insurance
 6,765 
 6,765 
-
-
-
Banking & Compliance
 5,543 
 3,904 
 1,639 
-
-
Healthcare
 2,818 
-
-
-
 2,818 
Legal
 2,268 
-
-
 2,268 
-
Business Intelligence
 2,500 
-
-
-
 2,500 
Accountancy
 2,076 
-
 2,076 
-
-
Contribution
 21,970 
 10,669 
 3,715 
 2,268 
 5,318 
Unallocated central overheads
(3,266) 
Adjusted EBITA
 18,704 

This information is provided by RNS
The company news service from the London Stock Exchange
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