Embargoed until 7am 1 August 2014
Solid performance - on track for the full year
Results for the six months ended 30 June 2014
Financial Summary H1 2014 H1 2013(1) Change Change Underlying*
£m £m % at CC % Change %
Revenue 361.0 391.8 -7.9 0.3 2.0
Adjusted operating profit* 87.4 80.4 8.7 21.0
Statutory operating profit 95.0 53.5 77.6
Adjusted diluted EPS* (pence) 24.0p 21.4p 12.1
Statutory diluted EPS (pence) 28.2p 12.6p 123.8
Dividend per share (pence) 6.8p 6.7p 1.5
* Reported revenue of £361.0m (H1 2013: £391.8m), down 7.9% reflecting a
strong currency headwind; broadly flat at constant currency (0.3%), with
solid underlying growth of 2.0%
* Adjusted operating profit up 8.7% to £87.4m (H1 2013: £80.4m), margins up
by 3.7%pts, driven largely by non-recurring gains of £11.0m
* Events underlying revenue growth of 4.8%(2), led by Emerging Markets with
operating margins up 0.4%pts to 28.8% (H1 2013: 28.4%)
* Other Marketing Services adjusted operating profit up to £4.4m (H1 2013: £3.6m)
on reduced revenue of £48.5m (H1 2013: £66.4m)
* PR Newswire revenue up 2.6% (underlying) at £98.3m (H1 2013: £105.0m) at an
operating margin of 22.8% (H1 2013: 22.4%)
* Adjusted diluted EPS up 12.1% to 24.0p (H1 2013: 21.4p)
* Interim dividend of 6.8p (H1 2013: 6.7p) up 1.5%, in line with policy
* Net Debt up at £452.1m (2013: £443.4m); Net Debt/EBITDA steady at 2.2x (2013: 2.2x)
Tim Cobbold, Chief Executive Officer, commented:
"UBM has had a solid first half and remains on track to meet expectations for
the full year."
"Although the reported performance was adversely impacted by currency
headwinds, the Group performed well with good underlying revenue growth in both
the Events and PR Newswire businesses and with higher operating margins in each
of the three businesses."
"During my first three months as UBM's CEO I completed the first stage of my
review of the business. We will host a Capital Markets Day late in the year to
present the plan for UBM's future development."
1. Figures for 2013 reflect Continuing operations unless otherwise stated
2. Adjusted for product discontinuations, H1 revenue growth was 7.1%
* UBM uses a range of business performance indicators. All non-IFRS measures
are noted with a * throughout this results announcement; additional information
on these measures is set out on page 13
IFRS Statutory results H1 2014 H1 2013(1) Change
£m £m %
Revenue 361.0 391.8 -7.9
Operating profit 95.0 53.5 77.6
Profit after tax 75.8 36.7 106.5
Attributable profit 69.9 51.7 35.2
Basic EPS (pence) 28.5p 12.8p 122.7
Basic EPS (pence) on profit for the 28.5p 21.1p 35.1
period
Weighted av. no. of shares (millions) 245.5 244.5
Segmental Summary
H1 2014 H1 2013 Change Change Underlying*
£m (1) % at CC % Change %
£m
Revenue
Events 214.2 220.4 -2.8 5.8 4.8(2)
Other Marketing Services 48.5 66.4 -27.0 -21.5 -9.4
PR Newswire 98.3 105.0 -6.4 2.6 2.6
Total Revenue 361.0 391.8 -7.9 0.3 2.0
Adjusted Operating Profit*
Events 61.6 62.7 -1.8 8.6
Other Marketing Services 4.4 3.6 22.2 25.7
PR Newswire 22.4 23.5 -4.7 5.3
Net Corporate Costs (1.0) (9.4) 89.4 89.9
Total Adjusted Operating 87.4 80.4 8.7 21.0
Profit*
Adjusted Operating Profit
Margin*
Events 28.8% 28.4% 0.4pt 0.8pt
Other Marketing Services 9.1% 5.4% 3.7pt 3.5pt
PR Newswire 22.8% 22.4% 0.4pt 0.6pt
Total Adjusted Operating 24.2% 20.5% 3.7pt 4.1pt
Profit Margin*
Contacts
Media
Peter Bancroft Director of [email protected] +44(0) 207 921 5961
Communications
Angharad Couch Citigate Dewe [email protected] +44(0) 207 282 2941
Rogerson
Investor Relations
Chantal IR Manager [email protected] +44(0) 207 921 5943
Bradford
UBM will host a presentation to analysts at 9am at the London Stock Exchange,
10 Paternoster Square, EC4M 7LS. A live webcast of the results presentation
will be made available from UBM's website. To access the webcast please go to
www.ubm.com. A recording of the webcast will also be available on demand from
UBM's website after 4pm.
Notes to Editors
UBM plc is a leading global events-led marketing services and communications
company. We help businesses do business, bringing the world's buyers and
sellers together at events, online and in print. Our 5,000 staff in more than
20 countries are organised into specialist teams which serve commercial and
professional communities, helping them to do business and their markets to work
effectively and efficiently.
For more information, go to www.ubm.com; for UBM corporate news, follow us on
Twitter at @UBM_plc and go to http://media.ubm.com/social for more UBM social
media options.
SUMMARY STATEMENT
The financial results for the first half of 2014 reflect good progress for UBM,
with underlying growth in our key Events and PR Newswire businesses and higher
operating margins across all three segments. In the half we made two
acquisitions of Events businesses and three small disposals in Other Marketing
Services.
Reported revenue in H1 2014 was £361.0m, 7.9% lower than in H1 2013 (2013: £
391.8m) reflecting a foreign exchange headwind which had an adverse impact on
revenues of £31.7m.
On a constant currency basis revenue was up 0.3%. Underlying revenue growth was
2.0%, with underlying growth in the Events segment of 4.8% and of 2.6% at PR
Newswire. Other Marketing Services revenue declined 9.4% on an underlying
basis.
Adjusted operating profit for H1 2014 was 8.7% higher at £87.4m (H1 2013: £
80.4m), reflecting improved operating profit margin for each segment, as well
as non-recurring gains totalling £11.0m. These gains were made up of gains on
disposals and on a pension settlement which has been included in Corporate
Operations. Improvements in segmental operating profit margin reflected good
performance for Events, particularly at our large shows in Emerging Market, as
well as in our restructured Other Marketing Services activities. Margin
increased by 3.7%pts to 24.2% (H1 2013: 20.5%).
Free cash flow (after capital expenditure, and before discretionary
investment), was lower at £55.1m (2013: £69.8m) because of a lower inflow of
working capital in a down biennial year as well as an adjustment for non-cash
operating gains. Investment in acquisitions totalled £18.3m. We also received
proceeds of £4.0m from business disposals. Following this investment and the
payment of the 2013 final dividend, net debt at 30 June 2014 was £452.1m,
representing 2.2 times LTM EBITDA. Cash conversion was 101.8% (H1 2013:
110.9%).
Interim dividend
The Board has declared an interim dividend of 6.8 pence per share (H1 2013: 6.7
pence) in accordance with its policy of paying an interim dividend equal to one
third of the prior year's final dividend. The interim dividend on ordinary
shares will be paid on 9 October 2014 to Shareholders on record on 22 August
2014.
EVENTS
H1 2014 H1 2013(1) Change Change Underlying*
£m £m % at CC % Change(3)%
Revenue
Annual Events Revenue 201.8 212.4 -5.0 3.4 4.8
Biennial Events Revenue 12.4 8.0 55.0 70.1 1.7
Total Events Revenue 214.2 220.4 -2.8 5.8
Adjusted Operating Profit* 61.6 62.7 -1.8 8.6
Total Adjusted Operating Profit 28.8% 28.4% 0.4%pt
Margin*
3. Biennial underlying growth computed as CAGR over prior editions
H1 reported revenues declined 2.8% to £214.2m (H1 2013: £220.4m) largely
reflecting a foreign exchange headwind.
Annual Events revenue was down 5.0% to £201.8m (H1 2013: £212.4m) due to a
strong currency headwind; on an underlying basis growth was 4.8%.
Annual stand revenues decreased 2.2% to £148.8m (H1 2013: £152.2m), sponsorship
and other revenues decreased 10.1% to £33.7m (H1 2013: £37.5m) and attendee
revenues decreased to £19.3m (H1 2013: £22.7m). Net square metres of annual
events increased to 797,000 (H1 2013: 775,000) while visitor numbers increased
by 16% to 1.5m (H1 2013: 1.3m).
Twelve of our Top 20 shows (ranked by 2013 revenue) ran in H1, accounting for
around 45% of this period's annual event revenue. We saw very strong growth
from events in China such as Sign China, Hotelex Shanghai and the June
Jewellery & Gem Fair. There was also good growth at US shows such as Game
Developers Conference ("GDC") and Cruise Shipping. This, along with a good
performance from IFSEC, more than offset the decline in Ecobuild. We hosted 23
biennial events during the first half which contributed £12.4m of revenue (H1
2013: 18 events, £8.0m).
We launched 10 new geo-adaptations and six new launches during the first half
(including events in Turkey, Mexico and Indonesia). These events contributed £
5.6m and £1.5m to underlying revenue growth respectively. We also discontinued
a number of events which had generated revenues of £6.5m in H1 2013. Adjusted
to exclude these discontinued products, underlying revenue growth was 7.1%.
H1 2014 H1 2013 Change Change Underlying*
£m (1) % at CC % Change %
£m
Emerging Markets 83.6 79.9 4.6 18.3 15.5
N. America 65.7 75.1 -12.5 -4.3 -0.7
UK 32.9 36.4 -9.6 -9.5 -5.0
Continental Europe 13.8 15.2 -9.2 -4.4 -2.1
RoW 5.8 5.8 0.0 12.8 12.8
Annual Events Revenue 201.8 212.4 -5.0 3.4 4.8
The geographic mix of our events portfolio continued to shift towards Emerging
Markets where we saw 15.5% underlying revenue growth. Emerging Markets
accounted for 41.4% of annual Events revenue in the first half. Events in China
accounted for 29.0% of annual Events (Mainland 19.2%, Hong Kong 9.8%).
Underlying revenue growth in China was 15.3%. In addition to strong
performances from the Chinese shows which feature in our Top 20, Turkey
Jewellery & Gem Fair also performed well.
North America Events revenue decreased by 0.7% on an underlying basis. Good
growth in Top 20 shows (including Cruise Shipping and Game Developer
Conference) and growth in other shows (such as Enterprise Connect) was offset
by declines in smaller events and cancellations (notably of lower margin single
sponsor custom events) reflecting continued tail management.
In the UK, growth in the second quarter, including a strong performance from
IFSEC and modest growth from Interiors Birmingham, was not enough to offset the
declines in shows which ran in the first quarter, notably Ecobuild and other
events related to the Built Environment. In Continental Europe, the revenue
decline was due principally to the discontinuation of ATC Global (which will be
re-launched in China later in the year), as well as the soft performance of a
number of events serving the healthcare sector.
Adjusted operating profit was £61.6m (H1 2013: £62.7m); operating margin was
28.8% (H1 2013: 28.4%). Margin growth in H1 2014 was driven by large Emerging
Market shows; contribution from even year H1 biennials was offset by continued
investments in new market expansion, GEM initiatives and continued investment
in health and safety.
OUTLOOK: We continue to expect full year underlying revenue growth in 2014
broadly in line with 2013, and operating profit margin in the range of 30%.
Forward bookings for our 2013 Top 20 events were up 7.5% over last year in
constant currency terms. As at 30 June 2014 Events deferred revenue was £
190.5m, up 4.2% over 31 December 2013.
OTHER MARKETING SERVICES
H1 H1 2013 Change Change Underlying*
2014 (1) % at CC % Change %
£m £m
Other Marketing Services - 36.5 48.2 -24.3 -18.8 -5.5
Online
Other Marketing Services - 12.0 18.2 -34.1 -28.5 -19.1
Print
Total Other Marketing Services 48.5 66.4 -27.0 -21.5 -9.4
Revenue
Adjusted Operating Profit* 4.4 3.6 22.2 25.7
Total Adjusted Operating Profit 9.1% 5.4% 3.7%pt
Margin*
Other Marketing Services revenue was down 27.0% to £48.5m (H1 2013: £66.4m),
principally reflecting management actions to focus the business on sustainable
online and print marketing services closely aligned with Events, and to improve
profitability. Adjusting for activities disposed of or discontinued through
restructuring, the underlying revenue decline was 9.4%. Online revenues
declined 5.5% on an underlying basis.
Half year adjusted operating profit was £4.4m (H1 2013: £3.6m), representing a
9.1% margin (H1 2013: 5.4%).
OUTLOOK: We expect FY revenue in the range of £90 -100m and operating margin of
10% for Other Marketing Services.
PR NEWSWIRE
H1 2014 H1 2013 Change Change Underlying*
£m (1) % at CC % Change %
£m
Revenue
US Distribution 46.6 49.9 -6.6 2.2 2.2
US Other 9.7 9.8 -1.0 8.3 8.3
US Vintage 12.5 13.5 -7.4 1.7 1.7
CNW 14.1 16.3 -13.5 1.3 1.3
Europe 10.4 10.4 0.0 0.0 0.0
Asia & LatAm 5.0 5.1 -2.0 8.0 8.0
Total PR Newswire Revenue 98.3 105.0 -6.4 2.6 2.6
Adjusted Operating Profit* 22.4 23.5 -4.7 5.3
Total Adjusted Operating Profit 22.8% 22.4% 0.4%pt
Margin*
Reported PR Newswire revenue declined by 6.4% in H1 2014 to £98.3m (H1 2013: £
105.0m). Revenue was up 2.6% on an underlying basis.
US Distribution underlying revenue growth was 2.2%, reflecting continued slow
growth in the text press release market, increased cross-selling of
attractively priced multimedia features, and the continued shift to revenues
under contract, as well as very strong growth in iReach, our non-premium
distribution product.
US Other revenue grew 8.3% on an underlying basis, principally reflecting
progress in MediaVantage, our proprietary monitoring product, and growth in
webcast and digital content hosting services.
US Vintage underlying revenue growth was 1.7%, as growth in EDGAR filing
services was partially offset by softness in XBRL revenue reflecting
competitive market conditions.
CNW underlying revenue growth was 1.3% as modest distribution revenue growth
was partly offset by softness in sales of MediaVantage monitoring product.
There has been continued success in shifting customer relationships to long
term contracts. 30.5% of CNW distribution revenue was generated under contract,
up from 21.4% in the prior year.
Europe business growth was flat with progress in the UK and continued expansion
in India offset by softness in France and the Nordic countries.
For Asia and Latin America underlying growth was 8.0%, led by China domestic
distribution revenue, and distribution revenue growth in Mexico.
Half year adjusted operating profit was £22.4m (H1 2013: £23.5m) representing a
22.8% margin (H1 2013: 22.4%).
OUTLOOK: We expect FY 2014 growth for PR Newswire to be in line with 2013, with
continued stability in operating profit margin.
CORPORATE OPERATIONS
Total corporate costs for H1 2014 were £12.7m (H1 2013: £12.4m). These
corporate costs were partially offset by internal cost recoveries from UBM's
operating businesses, results from joint ventures and associates and sundry
income which was not attributable to any reporting segment, resulting in a net
corporate cost of £1.0m (H1 2013: £9.4m). Non-recurring items included within
corporate operations for H1 2014 include: the pension settlement gain of £5.8m
(H1 2013: £1.9m) and gains on disposals of non-discontinued businesses
totalling £5.2m. Net corporate costs for the full year are expected to be in
line with 2013.
FINANCIAL REVIEW
The table below presents selected items from UBM's consolidated income
statement (which accompanies this summary), together with a reconciliation to
IFRS measures. Figures for H1 2013 have been restated for the impact of
discontinued operations.
IFRS Measures As adjusted*
H1 Restated Change H1 Restated Change
2014 H1 2013 % 2014 H1 2013 %
£m £m £m £m
Continuing
Revenue 361.0 391.8 -7.9 361.0 391.8 -7.9
Operating expenses (excluding (a) (267.5) (305.1) (267.5) (305.1)
line items below)
Share of tax on profit in JV & (0.2) (0.4) (b) (b)
associates (a)
Exceptional operating items (a) 20.9 (9.3) (b) (b)
Impairment (a) (1.1) (5.2) (b) (b)
EBITDA 93.5 86.7 7.8
Depreciation (a) (6.1) (6.3) (6.1) (6.3)
EBITA 87.4 80.4 8.7
Amortisation - intangible assets (12.0) (12.0) (b) (b)
arising on acquisition (a)
Operating profit 95.0 53.5 77.6 87.4 80.4 8.7
Net interest expense (10.6) (13.0) (10.6) (13.0)
Exceptional financing expense (2.6) (0.8) (b) (b)
Financing expense - pension (0.3) (0.9) (0.3) (0.9)
schemes
Financing income - other 1.0 1.7 (b) (b)
PBT 82.5 40.5 103.7 76.5 66.5 15.0
Taxation (6.7) (3.8) (11.1) (7.7)
PAT from continuing operations 75.8 36.7 106.5 65.4 58.8 11.2
Discontinued operations - 20.4 - 0.4
Profit for the period 75.8 57.1 32.7 65.4 59.2 10.5
Non-controlling interests (5.9) (5.4) (5.9) (5.4)
Attributable profit 69.9 51.7 35.2 59.5 53.8 10.6
Weighted average no. of shares 245.5 244.5 245.5 244.5
(million)
Fully diluted weighted average no. 248.1 249.3 248.1 249.3
of shares (million)
Earnings per share (pence)
Continuing operations - basic 28.5p 12.8p 122.7 24.3p 21.8p 11.5
Continuing operations - diluted 28.2p 12.6p 123.8 24.0p 21.4p 12.1
Profit for the year - basic 28.5p 21.1p 35.1 24.3p 22.0p 10.5
Profit for the year - diluted 28.2p 20.7p 36.2 24.0p 21.6p 11.1
Dividend per share (pence) 6.8p 6.7p 1.5
(a) Expenses not included within operating expenses figure
(b) All non-IFRS measures and business performance measures have been
designated with a * and additional information on these measures has been
provided on page 13
The discontinued operations reported for H1 2013 relate to the UBM Channel
business and certain Built Environment Marketing Services activities which were
sold in September 2013 and October 2013 respectively.
Exceptional operating items
Associate gain
PA Group, the parent company of the Press Association, sold its weather
forecasting business, MeteoGroup. We report our 17% interest in PA Group as an
associate and have recognised our share of the MeteoGroup gain (£21.9m) as an
exceptional gain from associates.
Impairment
We have reviewed the carrying value of goodwill and intangible assets (other
than the assets held for sale) in light of current trading conditions and
future outlook. As a result of this review, we have recognised an impairment of
£1.1m for two small joint ventures in Asia.
Acquisition exceptional items
Acquisition costs of £0.4m (H1 2013: £0.1m) have been expensed as exceptional
items. For the six months ended 30 June 2014 an exceptional charge of £0.6m (H1
2013: credit £1.7m) was recognised relating to revised contingent consideration
estimates for prior year acquisitions.
Foreign currency
The sensitivity of our income statement to foreign currency risk for our most
significant foreign currencies is shown in the analysis below.
Average Currency value Effect on Effect on
exchange rate rises/ falls by revenue adjusted
in H1 2014 operating profit
+/- £m *
+/- £m
US dollar 1.6736 1 cent 1.3 0.4
Euro 1.2221 1 cent 0.3 0.1
The following table outlines the currency profile of our revenues and adjusted
operating profits for H1 2014:
Revenue % Adjusted Average exchange Average exchange
operating rate 2014 rate 2013
profit* %
US Dollar 48.5 42.7 1.6736 1.5319
HK Dollar 11.7 20.7 12.9793 11.8866
UK Pound 10.1 6.0 1.0000 1.0000
Sterling
Euro 8.9 11.0 1.2221 1.1720
Renminbi 6.0 6.4 10.3386 9.4818
Canadian Dollar 3.9 5.0 1.8404 1.5693
Japanese Yen 2.5 3.0 171.5595 147.3725
Indian Rupee 1.0 - 101.5465 84.8653
Brazilian Real 1.0 0.9 3.8226 3.1348
Other 6.4 4.3
Total 100.0 100.0
We continue to monitor our exposure to foreign currency closely, and seek to
match revenues and costs when possible. The revolving credit facility may be
drawn in currencies other than Sterling; we also hold cash and cash equivalents
in Sterling, US Dollar, the Renminbi and other currencies closely linked to the
US Dollar. Given our large and diverse customer base, there are no significant
concentrations of credit risk.
Interest and financing expense
Net interest expense represents interest costs on UBM's bonds and bank loans,
net of interest receipts on cash and cash equivalents and vendor loan notes.
Net interest expense in H1 2014 was £10.6m, compared with £13.0m in H1 2013.
The decrease is due to lower borrowings in 2014 following the receipt of
disposal proceeds and interest income on the Delta Vendor Loan Note.
Net financing income - other includes a net gain of £1.2m (H1 2013: net loss £
0.3m) in respect of ineffective fair value hedges and net investment hedges and
a net loss of £0.2m (H1 2013: gain of £2.0m) in respect of foreign exchange
losses on forward contracts and other fair value adjustments.
H1 2014 H1 2014 H1 2013 H1 2013
£m £m £m £m
Cash and cash equivalents 0.9 0.4
Vendor loan notes 1.1 0.5
Interest income 2.0 0.9
Interest expense (12.6) (13.9)
Financing expense - pension schemes (0.3) (0.9)
Financing income - other 1.8 4.4
Financing expense - other (0.8) (2.7)
Net finance income before exceptional items 0.7 0.8
Exceptional finance expense
FV movement on put options over (2.6) (0.8)
non-controlling interests
Net finance expense (12.5) (13.0)
Income tax
UBM's effective rate of taxation for the first half of 2014 was 14.5% (H1 2013:
11.5%). As at 30 June 2014, UBM's tax creditor stood at £47.5m (31 December
2013: £45.4m). The tax creditor includes provision for tax settlements in
various jurisdictions in which UBM operates. During the period, tax has been
paid in the following jurisdictions:
£m
China 3.0
Netherlands 1.8
France 1.3
Brazil 1.1
Canada 1.0
Other emerging markets 0.8
Other 0.9
Total 9.9
Acquisitions and disposals
We invested £16.7m in the acquisition of two Mexican events businesses in H1
2014. These acquisitions are closely aligned to our strategic priorities and
provide us with exposure to attractive communities and geographies. We also
made payments in respect of contingent and deferred consideration relating to
acquisitions made in prior years totalling £2.3m.
The 2014 acquisitions have contributed a loss of £0.1m since their respective
acquisition dates and are expected to achieve a pre-tax return on investment of
11.6% on a pro forma basis for the full year. The following table shows the
performance of our acquisitions since 2012 relative to our target pre-tax cost
of capital threshold of 10%:
Consideration Return on investment*
£m 2012 2013 2014
2012 acquisitions 28.7 16.2% 8.6% 8.2%
2013 acquisitions 12.5 13.5% 11.8%
2014 acquisitions(4) 16.7 11.6%
Total 57.9 10.0%
4. 2014 Return on investment pro forma for full year 2014 results
We generated £4.0m in net cash proceeds from the sale of three Other Marketing
Services businesses in line with our restructuring program initiated in 2013.
As these activities do not meet the IFRS 5 criteria to be classified as
discontinued or held for sale, their results are included in continuing
operations. The aggregate gain on disposal of £5.2m has been reported in the
Corporate Operations segment, consistent with our Group policy.
Capital Structure
Debt and liquidity
Our funding strategy is to maintain a balance between continuity of funding and
flexibility through the use of capital markets, bank loans and overdrafts. To
facilitate access to these sources of funds we seek to maintain a long term
investment grade credit rating on our long term debt from Moody's (current
rating Baa3 - negative outlook) and Standard & Poor's (current rating BBB -
stable outlook).
Our debt facilities include £250m of 6.5% Sterling bonds maturing November
2016; $350m of 5.75% UK bonds maturing November 2020; and a £300m syndicated
bank loan facility. In addition to the unutilised commitment of £214.9m, we had
cash in hand after overdrafts of £81.2m at 30 June 2014.
Facility Drawn Undrawn Maturity
£m £m £m £m
Syndicated Bank Facility 300.0 85.1 214.9 May 2016
£250m fixed rate sterling 250.0 250.0 - Nov 2016
bond
$350m fixed rate dollar 205.6 205.6 - Nov 2020
bond
Total 755.6 540.7 214.9
Note: Amounts drawn exclude fair value movements on the debt instruments
Capital management
Our policy is to maintain prudent debt capital ratios to assure continual
access to capital on attractive terms and conditions. At 30 June 2014, the
ratio of net debt to earnings before interest, taxation, depreciation and
amortisation was 2.2 times as shown below.
30 June 2014 31 December 2013 30 June 2013
£m £m £m
Financial liabilities 562.5 531.8 591.3
Financial assets (110.4) (88.4) (124.0)
Net debt* 452.1 443.4 467.3
LTM EBITDA* 206.3 199.5 183.0
Net debt to LTM EBITDA ratio* 2.2 times 2.2 times 2.6 times
Pensions
At 30 June 2014, the aggregate deficit under IAS 19 was £23.5m, an improvement
of £2.4m on the deficit of £25.9m at 31 December 2013 due to asset returns and
one-off scheme settlements, partially offset by changes in actuarial
assumptions.
On 30 December 2013, the three main UK schemes (the United Pension Plan, the
United Magazines Final Salary Scheme and the defined benefit section of the
United Group Pension Scheme) were merged into the new UBM Pension Scheme.
Members of the former schemes were offered the chance to take up a winding-up
lump sum in lieu of pension benefits. As the amounts paid were less than the
accounting reserve held in respect of the liabilities that were extinguished, a
resulting settlement gain of £5.8m has been recognised within Corporate
Operations.
Cash flow
Cash generated from operations declined to £83.5m from £98.4m in H1 2013,
reflecting the biennial cycle, higher restructuring payments and reported gains
which will have a cash benefit in the next 12 months. Cash conversion was
101.8% of adjusted operating profit (H1 2013: 110.9%). Discretionary free cash
flow was £55.1m, compared to £69.8m in H1 2013.
A reconciliation of net cash inflow from operating activities to free cash flow
is shown below:
H1 2014 H1 2013
£m £m
Adjusted cash generated from operating 90.8 105.7
activities*
Restructuring payments (5.5) (3.0)
Other adjustments (1.8) (4.3)
Cash generated from operations (IFRS) 83.5 98.4
Dividends from JVs and associates - 2.5
Net interest paid (7.8) (9.9)
Taxation paid (9.9) (8.3)
Capital expenditure (10.7) (12.9)
Discretionary free cash flow* 55.1 69.8
Acquisitions (18.3) (6.8)
Proceeds from disposals 4.0 111.2
Advances to JVs, associates and minority 0.3 0.1
partners
Free cash flow* 41.1 174.3
Net share issues 0.4 0.7
Dividends (52.7) (49.5)
Purchase of ESOP shares (2.1) (2.4)
CORE and new office lease
During 2014 we continued to invest in the implementation of CORE - our new
global ERP system and outsourced finance processes. The project has been
focussed on our Events-led businesses, and will result in improved management
information including benchmarking and best practice initiatives. CORE was
deployed for our UK and Europe-based operations in February 2014, and we expect
to roll the system out across the remainder of the Group's Events and Other
Marketing Services businesses in late 2014 and early 2015. £28.8m of
expenditure has been capitalised to date (£22.7m to 31 December 2013). Of this
amount, £15.5m has been classified as an intangible asset in H1 2014 and
commenced amortisation over seven years. We expect to invest a further £14m in
the completion of CORE during 2014 and early 2015.
We will consolidate our 700 London-based staff into new premises when the lease
on our principal UK office space expires in March 2015. The new modern building
is open-plan and will facilitate a collaborative working environment. The
15-year lease commenced in March 2014 and the leasehold fit out is underway. We
anticipate total capital expenditure including relocation costs of
approximately £18m (net of the landlord's contribution) which will be
depreciated over the term of the lease. The new building will result in an
incremental annual cost of approximately £2.8m including depreciation of the
capital expenditure.
Related party transactions
Details of related party transactions in the six months ended 30 June 2014 are
disclosed in Note 20 of the Interim Financial Report.
Going Concern
We expect to continue to generate significant free cash flow in H2 2014 because
of our business model and believe that our cash on hand, cash from our
operations and available credit facilities will be sufficient to fund our cash
dividends, debt service and acquisitions in the normal course of business.
After making enquiries, the directors have a reasonable expectation that UBM
has adequate resources to continue in operational existence for the foreseeable
future. Accordingly, they continue to adopt the going concern basis in
preparing the financial statements.
In reaching this conclusion, the directors have had due regard to
the following:
* After taking account of available cash resources and committed bank
facilities, none of UBM's borrowings fall due within the next two years
that require refinancing from resources not already available.
* The cash generated from operations, committed facilities and UBM's ability
to access debt capital markets, taken together, provide confidence that UBM
will be able to meet its obligations as they fall due.
Board of Directors changes
The Directors who held office during the six months ended 30 June 2014 are the
same as those disclosed in the Annual Report and Accounts for the year ended 31
December 2013, except for the following changes:
* David Levin ceased to be a Director on 1 March 2014;
* Karen Thomson ceased to be a Director on 31 March 2014;
* Tim Cobbold was appointed as a Director and Chief Executive Officer of the
Group on 6 May 2014; and
* Mary McDowell was appointed as a Director on 1 August 2014
Summary of Major risks
* Macro-economic slowdown and/or exchange rate fluctuations
*
+ A slowdown in the macro environment could adversely impact revenue, as
advertising, attendee, sponsorship and other discretionary revenue
tends to be cyclical. A downturn may also result in slower debt
collections, thereby affecting cash flow.
+ Foreign exchange rate fluctuations could adversely affect our reported
earnings and the strength of our balance sheet.
* Specific country risk and emerging market exposure
*
+ Our business operates in many geographies, particularly Emerging
Markets, which may present logistical and management challenges due to
different business cultures, languages, anti-bribery laws, health and
safety standards or unfavourable changes in applicable law or
compliance requirements.
+ Expansion through joint ventures reduces logistical and management
issues but can create governance challenges or affect our ability to
extract rewards from our investment.
* Inability to stage an event or inability of customers to travel to an event
*
+ A disaster or natural catastrophe, terrorism, political instability or
disease could affect people's willingness to attend our events, which
could have an adverse effect on our revenues.
+ Similarly the business model relies on the availability of venues for
hosting events.
* Changes in our business environment
*
+ We cannot predict all the changes which may affect the competitiveness
of the business, such as changes in customer behaviour or technological
innovations which would increase competition or make some products or
services less relevant. Social media platforms, search engines and
other online technologies could all pose a competitive threat to our
businesses.
+ Similarly, additional venue capacity could introduce competition as
well as enhance opportunities for growth.
* Technological risk: security or execution
*
+ System failure could have a significant impact on our business.
Unauthorised access to our systems by external parties could lead to
reputational damage and legal action. The collapse of the Cloud on
which various products and systems are hosted could have negative
consequences for our reputation.
+ UBM may need to carry out new projects or deliver new services which
involve significant capital investment. Failure to deliver these
efficiently could lead to increased costs, delays or erosion of UBM's
competitive position.
* Reduced access to capital and ability to pursue portfolio management
element of strategy
*
+ Changes in the availability or cost of financing, the availability of
suitable acquisitions, the ability to obtain regulatory approval,
integration issues or the failure to realise operating benefits or
synergies may affect our acquisition strategy.
Explanation of non-IFRS measures
Financial Measure How we define it Why we use it
Underlying revenue and Underlying measures are Underlying growth rates
underlying operating adjusted for the estimated provide insight into the
profit effects of acquisitions, organic growth of the
disposals, structural business.
discontinued products,
foreign exchange movements
and biennial events.
Adjusted operating profit Operating profit excluding Provides insight into
amortisation of intangible ongoing profit generation,
Margin assets arising on individually and relative
acquisitions, exceptional to other companies.
items and share of
taxation on joint ventures
and associates.
Adjusted operating profit
expressed as a percentage
of revenues
EBITDA Earnings before interest, Measure of earnings and
tax, depreciation, cash generative capacity.
amortisation and
exceptional items
Adjusted profit before Profit before tax before Facilitates performance
tax amortisation of intangible evaluation, individually
assets on acquisitions, and relative to other
Adjusted EPS exceptional items, share companies.
of taxation on profit from
joint ventures and
associates and net
financing expense
adjustments.
Adjusted EPS includes
share of taxation on
profit from joint ventures
and associates but
excludes deferred tax on
the amortisation of
intangible assets.
Adjusted diluted EPS
includes the impact of
share options.
Net debt Net debt is current and Measure of indebtedness in
non-current borrowings and excess of the current cash
derivatives associated available to pay down
with debt instruments, debt.
less cash and cash
equivalents.
Net debt to EBITDA Net debt divided by Commonly used measure of
EBITDA. financial leverage.
Net debt to LTM EBITDA
Includes an annualised
EBITDA figure for interim
reporting.
Discretionary free cash Net cash provided by Measure of cash available
flow operating activities after to repay debt, pay
meeting obligations for dividends and invest in
interest, tax and capital acquisitions after capital
expenditures. expenditure.
Adjusted operating cash Adjusted to exclude Provides an understanding
flow non-operating movements in of our operating cash
working-capital, such as flows.
Cash conversion expenditure against
reorganisation and
restructuring provisions.
Cash conversion is the
ratio of adjusted cash
generated from operations
to adjusted operating
profit.
Pre-tax return on Attributable adjusted To assess returns on
investment operating profit divided acquisitions relative to
by the cost of our target pre-tax cost of
acquisitions. Calculated capital threshold of 10%.
on a pro forma basis, as
if the acquired business
were owned throughout the
year.
Estimated total Estimated total Provides a measure of
consideration consideration includes total consideration for
initial consideration (net businesses acquired.
of cash acquired), the
latest estimate of
expected contingent
consideration and deferred
consideration.
Return on average capital ROACE is operating profit Provides a measure of the
employed (ROACE) before exceptional items efficiency of our capital
divided by average capital investment.
employed. Average capital
employed is the average of
opening and closing total
assets less current
liabilities for each
period.
Effective tax rate The effective tax rate on Provides a more comparable
adjusted profit before tax basis to analyse our tax
reflects the tax rate rate.
excluding movements on
deferred tax balances on
the amortisation of
intangible assets.
Interim consolidated income statement
for the six months ended 30 June 2014
Notes Restated
Before before Restated Restated
exceptional Exceptional Total exceptional exceptional total
items items 30 June items items 30 June
30 June 30 June 2014 30 June 30 June 2013
2014 2014 Unaudited 2013 2013 Unaudited
£m £m £m £m £m £m
Continuing operations
4 Revenue 361.0 - 361.0 391.8 - 391.8
5 Other operating income 8.1 - 8.1 3.5 - 3.5
Operating expenses (282.4) - (282.4) (316.2) - (316.2)
6 Exceptional operating - (1.0) (1.0) - (14.5) (14.5)
items
Amortisation of (12.0) - (12.0) (12.0) - (12.0)
intangible assets
arising on acquisitions
6 Share of results from 0.5 20.8 21.3 0.9 - 0.9
joint ventures and
associates (after tax)
Group operating profit 75.2 19.8 95.0 68.0 (14.5) 53.5
from continuing
operations
7 Financing income 3.8 - 3.8 5.3 - 5.3
7 Financing expense (13.7) (2.6) (16.3) (17.5) (0.8) (18.3)
Net financing expense (9.9) (2.6) (12.5) (12.2) (0.8) (13.0)
Profit before tax from 65.3 17.2 82.5 55.8 (15.3) 40.5
continuing operations
Tax (6.7) - (6.7) (3.8) - (3.8)
Profit for the period 58.6 17.2 75.8 52.0 (15.3) 36.7
from continuing
operations
Discontinued operations
16 Profit for the period - - - 0.1 20.3 20.4
from discontinued
operations
Profit for the period 58.6 17.2 75.8 52.1 5.0 57.1
Attributable to:
Owners of the parent 69.9 51.7
entity
Non-controlling 5.9 5.4
interests
75.8 57.1
Earnings per share
(pence)
8 Continuing operations - 28.5p 12.8p
basic
8 Continuing operations - 28.2p 12.6p
diluted
8 Profit for the period - 28.5p 21.1p
basic
8 Profit for the period - 28.2p 20.7p
diluted
£m £m
Group operating profit 95.0 53.5
from continuing
operations
6 Exceptional operating (19.8) 14.5
items
Amortisation of 12.0 12.0
intangible assets
arising on acquisitions
Share of tax on profit 0.2 0.4
in joint ventures and
associates
Adjusted operating - 0.4
profit from discontinued
operations
4 Adjusted Group operating 87.4 80.8
profit*
£m £m
Dividends
9 Final dividend of 20.5p 50.3 48.8
(2013: 20.0p)
9 Proposed interim 16.7 16.4
dividend of 6.8p (2013:
6.7p)
* Adjusted Group operating profit represents Group operating profit excluding
amortisation of intangible assets arising on acquisitions, exceptional items
and share of taxation on profit in joint ventures and associates.
Consolidated income statement
for the year ended 31 December 2013
Before
exceptional Exceptional Total
items items 31 December
31 December 31 December 2013
2013 2013 Audited
£m £m £m
Continuing operations
4 Revenue 793.9 - 793.9
5 Other operating income 6.5 - 6.5
Operating expenses (618.0) - (618.0)
6 Exceptional operating items - (33.2) (33.2)
Amortisation of intangible assets arising (21.3) - (21.3)
on acquisitions
Share of results from joint ventures and 3.0 - 3.0
associates (after tax)
Group operating profit from continuing 164.1 (33.2) 130.9
operations
7 Financing income 6.6 4.1 10.7
7 Financing expense (32.1) - (32.1)
Net financing expense (25.5) 4.1 (21.4)
Profit before tax from continuing 138.6 (29.1) 109.5
operations
Tax (10.9) - (10.9)
Profit for the year from continuing 127.7 (29.1) 98.6
operations
Discontinued operations
16 Profit for the year from discontinued 1.8 16.6 18.4
operations
Profit for the year 129.5 (12.5) 117.0
Attributable to:
Owners of the parent entity 107.5
Non-controlling interests 9.5
117.0
Earnings per share (pence)
8 Continuing operations - basic 36.4p
8 Continuing operations - diluted 36.0p
8 Profit for the year - basic 43.9p
8 Profit for the year - diluted 43.4p
£m
Group operating profit from continuing 130.9
operations
6 Exceptional operating items 33.2
Amortisation of intangible assets arising 21.3
on acquisitions
Share of tax on profit in joint ventures 0.9
and associates
Adjusted operating profit from 2.1
discontinued operations
4 Adjusted Group operating profit* 188.4
£m
Dividends
9 Interim dividend of 6.7p 16.4
9 Proposed final dividend of 20.0p 50.3
* Adjusted Group operating profit represents Group operating profit excluding
amortisation of intangible assets arising on acquisitions, exceptional items
and share of tax on profit in joint ventures and associates.
Interim consolidated statement of comprehensive income
for the six months ended 30 June 2014
Notes Six months Six months
ended ended Year ended
30 June 30 June 31 December
2014 2013 2013
Unaudited Unaudited Audited
£m £m £m
Profit for the period 75.8 57.1 117.0
Other comprehensive (loss)/income
Other comprehensive income to be
reclassified to profit or loss in
subsequent periods
14 Currency translation differences on (21.7) 31.9 (22.3)
foreign operations - Group
14 Net investment hedge 8.5 (30.9) 6.9
Currency translation differences on - 0.7 (0.4)
foreign operations - joint ventures and
associates
Reclassification adjustment for foreign - (26.0) (26.0)
operations disposed of in the period
Income tax relating to components of - - -
other comprehensive income
(13.2) (24.3) (41.8)
Other comprehensive income not to be
reclassified to profit or loss in
subsequent periods
Remeasurement of defined benefit (4.4) 28.6 18.1
obligation
Irrecoverable element of pension surplus (0.2) (4.9) 0.4
Remeasurement of defined benefit (0.4) (0.4) (0.4)
obligation of associates
Income tax relating to components of - - -
other comprehensive income
(5.0) 23.3 18.1
Other comprehensive loss for the period, (18.2) (1.0) (23.7)
net of tax
Total comprehensive income for the 57.6 56.1 93.3
period, net of tax
Attributable to:
Owners of the parent entity 52.1 49.3 86.6
Non-controlling interests 5.5 6.8 6.7
57.6 56.1 93.3
Interim consolidated statement of financial position
at 30 June 2014
Notes 30 June 30 June 31 December
2014 2013 2013
Unaudited Unaudited Audited
£m £m £m
Assets
Non-current assets
Goodwill 766.9 813.9 776.7
10 Intangible assets 107.7 121.3 111.4
10 Property, plant and equipment 20.5 28.8 21.3
Investments in joint ventures and 44.6 20.2 20.4
associates
Other fixed asset investments 1.7 - 1.7
Vendor loan note 39.7 37.5 38.6
Derivative financial assets 14.8 19.8 14.4
18 Retirement benefit surplus 4.0 13.4 3.4
Deferred tax asset 5.4 5.6 3.7
1,005.3 1,060.5 991.6
Current assets
Trade and other receivables 234.6 228.0 200.7
Derivative financial assets - 0.5 -
11 Cash and cash equivalents 95.6 103.7 74.0
16 Assets classified as held for sale 0.9 16.9 0.9
331.1 349.1 275.6
Total assets 1,336.4 1,409.6 1,267.2
Liabilities
Current liabilities
Current tax liabilities 47.5 54.5 45.4
Trade and other payables 392.6 405.8 349.2
Provisions 12.3 13.8 16.7
11 Borrowings 14.4 6.5 -
Derivative financial liabilities 5.7 4.6 5.1
16 Liabilities associated with assets 0.4 9.0 0.4
classified as held for sale
472.9 494.2 416.8
Non-current liabilities
Deferred tax liabilities 17.7 25.6 22.1
Trade and other payables 0.8 7.5 2.6
Provisions 10.6 12.2 11.6
11 Borrowings 548.1 567.5 530.5
Derivative financial liabilities 12.7 37.2 11.9
18 Retirement benefit obligation 27.5 38.1 29.3
617.4 688.1 608.0
Total liabilities 1,090.3 1,182.3 1,024.8
Equity attributable to owners of the
parent entity
13 Share capital 24.6 24.6 24.6
Share premium 8.3 7.2 7.9
14 Other reserves (663.0) (640.8) (652.1)
Retained earnings 865.8 825.1 854.7
Put options over non-controlling interests (19.4) (22.8) (19.4)
Total equity attributable to owners of the 216.3 193.3 215.7
parent entity
Non-controlling interests 29.8 34.0 26.7
Total equity 246.1 227.3 242.4
Total equity and liabilities 1,336.4 1,409.6 1,267.2
Interim consolidated statement of changes in equity
for the six months ended 30 June 2014
Notes Total
equity
Put options attributable
over non- to owners Non-
Share Share Other Retained controlling of parent controlling Total
capital premium reserves earnings interests entity interests equity
£m £m £m £m £m £m £m £m
At 1 January 24.6 7.9 (652.1) 854.7 (19.4) 215.7 26.7 242.4
2014
Profit for the - - - 69.9 - 69.9 5.9 75.8
period
Other - - (12.8) (5.0) - (17.8) (0.4) (18.2)
comprehensive
loss
Total - - (12.8) 64.9 - 52.1 5.5 57.6
comprehensive
(loss)/income
for the period
9 Equity - - - (50.3) - (50.3) - (50.3)
dividends
Non-controlling - - - - - - (2.4) (2.4)
interest
dividends
Issued in - 0.4 - - - 0.4 - 0.4
respect of
share option
schemes and
other
entitlements
Share-based - - - 0.5 - 0.5 - 0.5
payments
14 Shares awarded - - 6.8 (6.8) - - - -
by ESOP
14 Own shares - - (4.9) 2.8 - (2.1) - (2.1)
purchased by
the Company
At 30 June 2014 24.6 8.3 (663.0) 865.8 (19.4) 216.3 29.8 246.1
(unaudited)
At 1 January 24.5 6.6 (618.5) 802.6 (13.0) 202.2 27.2 229.4
2013
Profit for the - - - 51.7 - 51.7 5.4 57.1
period
Other - - (25.7) 23.3 - (2.4) 1.4 (1.0)
comprehensive
(loss)/income
Total - - (25.7) 75.0 - 49.3 6.8 56.1
comprehensive
(loss)/income
for the period
9 Equity - - - (48.8) - (48.8) - (48.8)
dividends
Non-controlling - - - - - - (0.7) (0.7)
interest
dividends
Non-controlling - - - - (9.8) (9.8) 0.7 (9.1)
interest
recognised on
business
combinations
Issued in 0.1 0.6 - - - 0.7 - 0.7
respect of
share option
schemes and
other
entitlements
Share-based - - - 2.1 - 2.1 - 2.1
payments
14 Shares awarded - - 13.4 (13.4) - - - -
by ESOP
14 Own shares - - (10.0) 7.6 - (2.4) - (2.4)
purchased by
the Company
At 30 June 2013 24.6 7.2 (640.8) 825.1 (22.8) 193.3 34.0 227.3
(unaudited)
At 1 January 24.5 6.6 (618.5) 802.6 (13.0) 202.2 27.2 229.4
2013
Profit for the - - - 107.5 - 107.5 9.5 117.0
year
Other - - (39.0) 18.1 - (20.9) (2.8) (23.7)
comprehensive
(loss)/income
Total - - (39.0) 125.6 - 86.6 6.7 93.3
comprehensive
(loss)/income
for
the year
9 Equity - - - (65.2) - (65.2) - (65.2)
dividends
Non-controlling - - - - - - (9.3) (9.3)
interest
dividends
Non-controlling - - - - (7.8) (7.8) 3.0 (4.8)
interest
arising on
business
combinations
Acquisition of - - - (0.6) 1.4 0.8 (0.9) (0.1)
non-controlling
interests
Issued in 0.1 1.3 - - - 1.4 - 1.4
respect of
share option
schemes and
other
entitlements
Share-based - - - 3.7 - 3.7 - 3.7
payments
14 Shares awarded - - 25.5 (25.5) - - - -
by ESOP
14 Own shares - - (20.1) 14.1 - (6.0) - (6.0)
purchased by
the Company
At 31 December 24.6 7.9 (652.1) 854.7 (19.4) 215.7 26.7 242.4
2013
Interim consolidated statement of cash flows
for the six months ended 30 June 2014
Restated
Notes Six six Year
months months ended
ended ended 31
30 June 30 June December
2014 2013 2013
Unaudited Unaudited Audited
£m £m £m
Cash flows from operating activities
Reconciliation of profit to operating cash
flows
Profit for the period from continuing 75.8 36.7 98.6
operations
Profit for the period from discontinued - 20.4 18.4
operations
Profit for the period 75.8 57.1 117.0
Add back:
Exceptional items (excluding fair value (17.8) (3.0) 14.7
adjustments below)
Fair value adjustments of contingent 0.6 (2.0) (2.2)
consideration
Tax 6.7 3.8 10.9
Amortisation of intangible assets 12.0 12.3 21.6
Amortisation of website development costs 2.6 2.4 5.0
Depreciation 3.5 4.1 8.4
Share of results from joint ventures and (0.5) (0.9) (3.0)
associates (after tax)
7 Financing income (3.8) (5.3) (6.6)
7 Financing expense 13.7 17.5 32.1
Other non-cash items (10.5) 2.4 3.8
82.3 88.4 201.7
Payments against provisions (5.5) (3.0) (12.9)
Pension deficit contributions (1.8) (1.8) (3.5)
Decrease in inventories 0.3 0.2 -
(Increase)/decrease in trade and other (34.8) (1.7) 15.1
receivables
Increase/(decrease) in trade and other 43.0 16.7 (34.6)
payables
Cash generated from operations 83.5 98.8 165.8
Cash generated from operations - continuing 83.5 98.4 164.4
Cash generated from operations - - 0.4 1.4
discontinued
Interest and finance income received 0.7 0.4 1.4
Interest and finance costs paid (8.5) (10.3) (25.7)
Tax paid (9.9) (8.3) (25.4)
Dividends received from joint ventures and - 2.5 3.7
associates
Net cash flows from operating activities 65.8 83.1 119.8
Net cash flows from operating activities - 65.8 82.7 118.4
continuing
Net cash flows from operating activities - - 0.4 1.4
discontinued
Cash flows from investing activities
15 Acquisition of interests in subsidiaries, (18.3) (6.4) (19.0)
net of cash acquired
Investment in joint ventures - - (0.1)
Purchase of investments - (0.4) (0.4)
Purchase of property, plant and equipment (3.6) (2.9) (5.8)
Expenditure on intangible assets (7.1) (10.1) (16.3)
Proceeds from sale of businesses, net of 4.0 99.7 107.9
cash disposed
Advances to joint ventures and associates 0.3 0.1 (0.2)
Advances to non-controlling interest - - -
partners
Net cash flows from investing activities (24.7) 80.0 66.1
Net cash flows from investing activities - (24.7) 91.6 78.3
continuing
Net cash flows from investing activities - - (11.6) (12.2)
discontinued
Cash flows from financing activities
Proceeds from the issuance of ordinary share 0.4 0.7 1.4
capital
15 Acquisition of non-controlling interests - - (0.3)
9 Dividends paid to shareholders (50.3) (48.8) (65.2)
Dividends paid to non-controlling interests (2.4) (0.7) (9.3)
Net movement in ESOP shares (2.1) (2.4) (6.0)
11 Increase/(decrease) in borrowings 24.8 (106.2) (117.8)
Net cash flows from financing activities (29.6) (157.4) (197.2)
Net cash flows from financing activities - (29.6) (157.1) (196.0)
continuing
Net cash flows from financing activities - - (0.3) (1.2)
discontinued
Net increase/(decrease) in cash and cash 11.5 5.7 (11.3)
equivalents
Net foreign exchange difference (4.3) 5.3 (1.4)
Cash and cash equivalents at beginning of 74.0 86.7 86.7
period
Cash and cash equivalents at end of period 81.2 97.7 74.0
(including bank overdraft)
Notes to the interim consolidated financial statements
for the six months ended 30 June 2014
1. General information
UBM plc is a company incorporated in Jersey under the Companies (Jersey) Law
1991. The address of the registered office is Ogier House, The Esplanade, St.
Helier, JE4 9WG, Jersey. UBM plc is tax resident in the United Kingdom. The
nature of the Group's operations and its principal activities are detailed in
Note 4.
The interim condensed consolidated financial statements of the Group for the
six months ended 30 June 2014 were authorised for issue by the Board of
directors on 1 August 2014. The interim condensed consolidated financial
statements are unaudited but have been reviewed by the auditors as set out in
their report.
2. Basis of preparation
The interim condensed consolidated financial statements for the six months
ended 30 June 2014 have been prepared in accordance with IAS 34 `Interim
financial reporting' and the Disclosure and Transparency Rules of the Financial
Conduct Authority.
The interim condensed consolidated financial statements do not constitute the
Group's statutory financial statements. The Group's most recent statutory
financial statements, which comprise the Annual Report and Accounts for the
year ended 31 December 2013, were approved by the directors on 28 February 2014
and have been filed with the Jersey Registrar of Companies. The auditors have
reported on those financial statements and have given an unqualified report
which does not contain a statement under Article 113B(3) or Article 113B(6) of
the Companies (Jersey) Law 1991. These interim condensed consolidated financial
statements should be read in conjunction with the Annual Report and Accounts
for the year ended 31 December 2013, which were prepared in accordance with
International Financial Reporting Standards (IFRSs) as issued by the
International Accounting Standards Board (IASB).
Discontinued operations
During the year ended 31 December 2013, the Board of directors approved a plan
as part of a strategic review of Marketing Services activities to dispose of
the UBM Channel business and certain UBM Built Environment Marketing Services
activities (Built MS). The sale of UBM Channel completed on 16 September 2013
and Built MS was disposed on 31 October 2013. In accordance with IFRS 5
`Non-current assets held for sale and discontinued operations' the net results
for the year ended 31 December 2013 and six months ended 30 June 2013 are
presented within discontinued operations in the income statement.
The Group classified a disposal group (Delta) as held for sale at 31 December
2012. The sale of Delta was completed on 8 April 2013, with the exception of
certain businesses in China, India and the UK. The sale of the China businesses
completed on 16 August 2013. The India businesses still require regulatory
approvals and are reported as held for sale at 30 June 2014. Completion is
expected in the next three months. The UK business was retained by the Group
and is no longer classified as discontinued operations or held for sale.
Under the terms of the sale agreement, Electra Partners LLP received the
returns of Delta from 1 January 2013. Consolidation of the Delta entities
therefore ceased on this date in accordance with the requirements of IFRS 10
`Consolidated Financial Statements'.
Comparative information
The comparative information in the income statement and associated notes has
been restated for the impact of certain products within Built MS that were
classified as discontinued operations at 30 June 2013 but have been retained by
the Group. Trade receivables and deferred revenue have been increased by £36.3m
to reclassify certain balances that were previously reported on a net basis.
Going concern
The directors of UBM plc, having made appropriate enquiries, consider that
adequate resources exist for the business to continue in operational existence
for the foreseeable future and that, therefore, it is appropriate to adopt the
going concern basis in preparing the financial information for the six months
ended 30 June 2014.
3. Accounting policies and estimates
The accounting policies, significant judgments made by management and key
sources of estimation adopted in the preparation of the interim condensed
consolidated financial statements for the six months ended 30 June 2014 are
consistent with those used in the preparation of the Group's Annual Report and
Accounts for the year ended 31 December 2013, except for the adoption of the
following new and amended accounting standards:
Accounting Requirements Impact on financial
standard statements
IFRS 10 These amendments provide an exception None; none of the
`Consolidated to the consolidation requirement for entities in the Group
Financial entities that meet the definition of qualifies to be an
Statements' an investment entity under IFRS 10 investment entity under
(amended), IFRS Consolidated Financial Statements. The IFRS 10.
12 `Disclosures exception to consolidation requires
of Interests in investment entities to account for
Other Entities' subsidiaries at fair value through
(amended) and profit or loss.
IAS 27
`Separate Adopted retrospectively from 1 January
Financial 2014.
Statements'
(amended)
IAS 32 These amendments clarify the meaning None.
`Financial of `currently has a legally
Instruments: enforceable right to set-off' and the
Presentation' criteria for non-simultaneous
(amended) settlement mechanisms of clearing
houses to qualify for offsetting.
Adopted retrospectively from 1 January
2014.
IAS 39 These amendments provide relief from None; the Group has not
`Financial discontinuing hedge accounting when novated any derivatives
Instruments: novation of a derivative designated as during the current or
Recognition and a hedging instrument meets certain prior periods.
Measurement' criteria.
(amended)
Adopted retrospectively from 1 January
2014.
IFRIC 21 The interpretation clarifies when an None.
`Levies' entity recognises a liability for a
levy imposed by governments under
legislation, other than outflows that
are within the scope of other
standards and fines or other penalties
for breaches of legislation.
Adopted from 1 January 2014.
4. Segment information
Operating segments
The Group considers that operating segments presented on a products and
services basis are the most appropriate way to present the performance of the
Group. This is consistent with the internal reporting provided to the Group
Chief Executive Officer and the Group Chief Financial Officer, together the
chief operating decision maker (CODM), and reflects the way in which resources
are allocated.
On 8 April 2013, the Group sold the majority of the Delta businesses. As the
Delta businesses are not consolidated by the Group from 1 January 2013, there
are no Delta discontinued operations from this date. In addition, the Group
sold UBM Channel on 16 September 2013 and Built MS on 31 October 2013. These
operations have been treated as discontinued as detailed in Note 2 and Note 16.
The segment results do not include amounts for discontinued operations. The
CODM considers there to be four operating segments:
* Events which provide face to face interaction in the form of exhibitions,
trade shows, conferences and other live events;
* Marketing Services - Online which provide website sponsorships and banner
advertising as well as online directory and data products;
* Marketing Services - Print which publishes magazines and trade press to
specialist markets; and
* PR Newswire which provides communications products and services to
professionals working in marketing, public relations, corporate
communications or investor relations roles - distributing messages,
identifying target audiences and monitoring the impact.
Marketing Services - Online and Marketing Services - Print have been aggregated
to form one reportable segment `Other Marketing Services'. The two operating
segments have similar economic characteristics and meet the aggregation
criteria defined in IFRS 8 `Operating segments'.
Segment measures
The CODM assesses the performance of the operating segments and the allocation
of resources using revenue and adjusted operating profit. Adjusted operating
profit is IFRS operating profit excluding amortisation of intangible assets
arising on acquisitions, exceptional items and share of tax on results of joint
ventures and associates.
Finance income/expense and tax are not allocated to operating segments and are
reported to the CODM only in aggregate.
Segment assets and liabilities are not reported to the CODM.
Transactions between segments are measured on the basis of prices that would
apply to third-party transactions.
Six months ended 30 June 2014
Other
Marketing PR Corporate
Events Services Newswire operations Total
£m £m £m £m £m
Revenue
Total segment 214.6 48.5 98.5 - 361.6
revenue
Intersegment revenue (0.4) - (0.2) - (0.6)
External revenue 214.2 48.5 98.3 - 361.0
Result
Depreciation (2.6) (0.6) (2.3) (0.6) (6.1)
(including
amortisation of
website development
costs)
Share of pre-tax (0.1) - 0.1 0.7 0.7
results from joint
ventures and
associates
Segment adjusted 61.6 4.4 22.4 (1.0) 87.4
operating profit
Amortisation of intangible assets (12.0)
arising on acquisitions
Exceptional 19.8
operating items
Share of tax on profit in joint (0.2)
ventures and associates
Group operating 95.0
profit
Financing income 3.8
Financing expense (13.7)
Exceptional items relating to net (2.6)
financing expense
Profit before tax 82.5
Tax (6.7)
Profit for the 75.8
period
Total corporate costs for the period ended 30 June 2014 are net of gains on disposals
of £5.2m(six months ended 30 June 2013: £nil; year ended 31 December 2013: £nil),pension
settlement gain of £5.8m (six months ended 30 June 2013: £nil; year ended 31 December
2013: loss of £0.6m)and share of pre-tax results from joint ventures and associates of
£0.7m (six months ended 30 June 2013: £1.1m; year ended 31 December 2013: £2.5m).These
income items are not attributable to any of the Group's reported segments.
Six months ended 30 June 2013 (restated)
Other Dis-
Marketing PR Corporate Continuing continued
Events Services Newswire operations total operations Total
£m £m £m £m £m £m £m
Revenue
Total segment 220.6 66.4 105.4 - 392.4 15.5 407.9
revenue
Intersegment (0.2) - (0.4) - (0.6) - (0.6)
revenue
External revenue 220.4 66.4 105.0 - 391.8 15.5 407.3
Result
Depreciation (2.3) (0.7) (3.0) (0.3) (6.3) (0.2) (6.5)
(including
amortisation of
website development
costs)
Share of pre-tax (0.1) - 0.2 1.1 1.2 - 1.2
results from joint
ventures and
associates
Segment adjusted 62.7 3.6 23.5 (9.4) 80.4 0.4 80.8
operating profit
Amortisation of intangible assets (12.0) (0.3) (12.3)
arising on acquisitions
Exceptional (14.5) 20.3 5.8
operating items
Share of tax on profit in joint (0.4) - (0.4)
ventures and associates
Group operating 53.5 20.4 73.9
profit
Financing income 5.3 - 5.3
Financing expense (17.5) - (17.5)
Exceptional items relating to net (0.8) - (0.8)
financing expense
Profit before tax 40.5 20.4 60.9
Tax (3.8) - (3.8)
Profit for the 36.7 20.4 57.1
period
Year ended 31 December 2013
Other Dis-
Marketing PR Corporate Continuing continued
Events Services Newswire operations total operations Total
£m £m £m £m £m £m £m
Revenue
Total segment 463.6 129.4 202.6 - 795.6 24.3 819.9
revenue
Intersegment (0.9) - (0.8) - (1.7) - (1.7)
revenue
External revenue 462.7 129.4 201.8 - 793.9 24.3 818.2
Result
Depreciation (4.6) (1.3) (6.6) (0.7) (13.2) (0.2) (13.4)
(including
amortisation of
website development
costs)
Share of pre-tax 1.0 - 0.4 2.5 3.9 - 3.9
results from joint
ventures and
associates
Segment adjusted 148.9 10.2 45.6 (18.4) 186.3 2.1 188.4
operating profit
Amortisation of intangible (21.3) (0.3) (21.6)
assets arising on acquisitions
Exceptional operating items (33.2) 0.3 (32.9)
Exceptional discontinued items - 16.3 16.3
Share of tax on (0.9) - (0.9)
profit in joint
ventures and
associates
Group operating profit 130.9 18.4 149.3
Financing income 6.6 - 6.6
Financing expense (32.1) - (32.1)
Exceptional items relating to 4.1 - 4.1
net financing expense
Profit before tax 109.5 18.4 127.9
Tax (10.9) - (10.9)
Profit for the year 98.6 18.4 117.0
Geographic information
Revenue is allocated to countries based on the location where the products and
services are provided. Non-current assets are allocated to countries based on
the location of the businesses to which the assets relate.
Continuing revenue Restated
Six six Year
months months Ended
ended ended 31
30 June 30 June December
2014 2013 2013
£m £m £m
United Kingdom 52.3 54.2 83.6
Foreign countries
United States and Canada 183.6 214.8 376.9
Europe 19.8 23.0 80.7
China 64.9 65.1 174.8
Other emerging markets* 31.5 26.3 62.3
Rest of the world 8.9 8.4 15.6
308.7 337.6 710.3
External revenue 361.0 391.8 793.9
* Emerging markets comprise the non-G10 countries - most notably for the Group:
China, Brazil, India, Indonesia, Malaysia, Mexico, Saudi Arabia, Singapore,
Thailand and Turkey.
There are no revenues derived from a single external customer which are
significant.
Non-current assets 30 June 30 June 31 December
2014 2013 2013
£m £m £m
United Kingdom 319.4 284.4 295.7
Foreign countries
United States and Canada 473.9 534.7 480.7
Europe 21.4 22.6 22.2
China 30.2 34.3 32.8
Other emerging markets* 90.9 101.8 94.3
Rest of the world 5.6 6.4 5.8
622.0 699.8 635.8
Total non-current assets 941.4 984.2 931.5
Non-current assets for this purpose consist of goodwill, intangible assets,
property, plant and equipment, investments in joint ventures and associates and
other fixed asset investments.
Discontinued operations
The tables below show revenue and adjusted operating profit associated with UBM
Channel and Built MS which were disposed in the comparative periods.
Six months ended 30 June 2013 (restated)
UBM Channel
UBM Channel and Built MS
and Built MS Adjusted
Revenue operating profit
£m £m
Events 4.2 (0.2)
Other Marketing Services 11.3 0.6
Total 15.5 0.4
Year ended 31 December 2013
UBM Channel
UBM Channel and Built MS
and Built MS Adjusted
Revenue operating profit
£m £m
Events 8.0 1.4
Other Marketing 16.3 0.7
Services
Total 24.3 2.1
5. Other operating income
30 June 30 June 31 December
2014 2013 2013
£m £m £m
Rental income 2.9 2.7 5.2
Disposal gains (Note 17) 5.2 - -
Other income - 0.8 1.3
Other operating income 8.1 3.5 6.5
6. Exceptional operating items
Certain items are recognised as exceptional items since, due to their nature or
infrequency, such presentation is relevant to an understanding of the Group's
financial statements. These items are not part of the Group's normal ongoing
operations.
(Charged)/credited to continuing operating Six months Six months Year
profit ended ended ended
30 June 30 June 31 December
2014 2013 2013
£m £m £m
Acquisition costs on continuing business (0.4) (0.1) (0.8)
combinations
Aborted acquisition costs - (1.2) (1.2)
Changes in estimates of contingent (0.6) 1.7 1.9
consideration
Exceptional items relating to acquisitions (1.0) 0.4 (0.1)
Restructuring and business reorganisation - (9.6) (16.6)
Global ERP and process outsourcing - - (8.6)
implementation cost
Other restructuring items - 2.5 2.5
Exceptional items relating to reorganisation - (7.1) (22.7)
and restructuring
Gain on disposals reported by associates 21.9 - -
Exceptional items in share of results from 21.9 - -
joint ventures and associates
Impairment of goodwill and intangible assets - (3.7) (5.3)
Impairment of assets - - (1.0)
Impairment of joint ventures and associates (1.1) (1.5) (1.5)
Impairment of joint venture loan note - (2.6) (2.6)
Impairment charge (1.1) (7.8) (10.4)
Total charged to continuing operating profit 19.8 (14.5) (33.2)
Acquisition exceptional items
Acquisition costs of £0.4m have been expensed as exceptional items, the
majority of which has been paid in cash. For the six months ended 30 June 2014
an exceptional charge of £0.6m was recognised relating to revised contingent
consideration estimates for prior year acquisitions.
Exceptional items in joint ventures and associates
PA Group, the parent company of the Press Association, sold its weather
forecasting business, MeteoGroup in January 2014. The Group accounts for its
17% interest in PA Group as an associate. The Group as recognised its share of
the gain on disposal of £21.9m as an exceptional item.
Impairment
The Group has reviewed the carrying value of goodwill and intangible assets in
light of current trading conditions and future outlook. As a result of this
review, impairment charges for the Group's investments in Beijing Zhong Wen Fa
International Cultural Exchange Co. Limited and Cosmoprof Shanghai Exhibitions
Limited of £0.9m and £0.2m respectively have been recognised.
The taxation effect of the exceptional items reported above on the amounts
charged to the income statement is £nil.
7. Net financing expense
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2014 2013 2013
£m £m £m
Financing expense
Borrowings and loans (12.4) (13.9) (26.5)
Other (0.2) - (0.4)
Total interest expense for financial (12.6) (13.9) (26.9)
liabilities not classified at fair value
through profit or loss
Pension schemes net finance expense (0.3) (0.9) (1.7)
Net loss on financial instruments at fair - (0.3) (1.1)
value through profit or loss
Ineffective portion on net investment hedges - (0.4) -
Other fair value movements (0.8) (2.0) (2.4)
Financing expense before exceptional items (13.7) (17.5) (32.1)
Exceptional financing expense
Fair value movement on put options over (2.6) (0.8) -
non-controlling interests
Total financing expense (16.3) (18.3) (32.1)
Financing income
Cash and cash equivalents 0.9 0.4 1.3
Vendor Loan Note 1.1 0.5 1.6
Total interest income 2.0 0.9 2.9
Net gain on financial instruments at fair 0.2 - -
value through profit or loss
Ineffective portion on net investment hedges 1.0 - 0.8
Foreign exchange gain on forward contracts - 2.7 1.0
Other fair value movements 0.6 1.7 1.9
Financing income before exceptional items 3.8 5.3 6.6
Exceptional financing income
Fair value movement on put options over - - 4.1
non-controlling interests
Total financing income 3.8 5.3 10.7
Net financing expense (12.5) (13.0) (21.4)
8. Earnings per share
Basic earnings per share is calculated by dividing net profit for the period
attributable to owners of the parent entity by the weighted average number of
ordinary shares outstanding during the period.
Adjusted basic earnings per share excludes amortisation of intangible assets
arising on acquisitions, deferred tax on amortisation of intangible assets,
exceptional items and net financing expense adjustments.
Diluted earnings per share is calculated by dividing net profit for the period
attributable to owners of the parent entity by the weighted average number of
ordinary shares outstanding during the period plus the weighted average number
of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares. The impact of dilutive
securities in the six months ended 30 June 2014 would be to increase weighted
average shares by 2.6 million shares (six months ended 30 June 2013: 4.9
million shares; year ended 31 December 2013: 2.9 million shares).
The weighted average number of shares excludes ordinary shares held by the
Employee Share Ownership Plan (the ESOP).
Restated
Six months ended Six months ended Year ended
30 June 2014 30 June 2013 31 December 2013
Continuing operations Earnings Earnings Earnings Earnings Earnings Earnings
£m per £m per £m per
share share share
pence pence pence
Adjusted Group operating 87.4 80.4 186.3
profit
Net interest expense (10.6) (13.0) (24.0)
Pension schemes finance (0.3) (0.9) (1.7)
expense
Adjusted profit before tax 76.5 66.5 160.6
Tax (11.1) (7.7) (18.4)
Non-controlling interests (5.9) (5.4) (9.5)
Adjusted earnings per share 59.5 24.3 53.4 21.8 132.7 54.2
Adjustments
Amortisation of intangible (12.0) (4.9) (12.0) (4.9) (21.3) (8.6)
assets arising on
acquisitions
Deferred tax on amortisation 4.2 1.7 3.5 1.4 6.6 2.7
of intangible assets
Exceptional items 19.8 8.1 (15.3) (6.2) (33.2) (13.6)
Net financing (expense)/ (1.6) (0.7) 1.7 0.7 4.3 1.7
income - other
Basic earnings per share 69.9 28.5 31.3 12.8 89.1 36.4
Dilution
Options - (0.3) - (0.2) - (0.4)
Diluted earnings per share 69.9 28.2 31.3 12.6 89.1 36.0
Adjusted earnings per share 59.5 24.3 53.4 21.8 132.7 54.2
(as above)
Options - (0.3) - (0.4) - (0.6)
Diluted adjusted earnings per 59.5 24.0 53.4 21.4 132.7 53.6
share
Six months ended Six months ended Year ended
30 June 2014 30 June 2013 31 December 2013
Total Group Earnings Earnings Earnings Earnings Earnings Earnings
£m per £m per £m per
share share share
pence pence pence
Adjusted Group operating 87.4 80.8 188.4
profit
Net interest expense (10.6) (13.0) (24.0)
Pension schemes finance (0.3) (0.9) (1.7)
expense
Adjusted profit before tax 76.5 66.9 162.7
Tax (11.1) (7.7) (18.4)
Non-controlling interests (5.9) (5.4) (9.5)
Adjusted earnings per share 59.5 24.3 53.8 22.0 134.8 55.1
Adjustments
Amortisation of intangible (12.0) (4.9) (12.3) (5.0) (21.6) (8.8)
assets arising on
acquisitions
Deferred tax on amortisation 4.2 1.7 3.5 1.4 6.6 2.7
of intangible assets
Exceptional items 19.8 8.1 5.0 2.0 (16.6) (6.8)
Net financing (expense)/ (1.6) (0.7) 1.7 0.7 4.3 1.7
income - other
Basic earnings per share 69.9 28.5 51.7 21.1 107.5 43.9
Dilution
Options - (0.3) - (0.4) - (0.5)
Diluted earnings per share 69.9 28.2 51.7 20.7 107.5 43.4
Adjusted earnings per share 59.5 24.3 53.8 22.0 134.8 55.1
(as above)
Options - (0.3) - (0.4) - (0.7)
Diluted adjusted earnings per 59.5 24.0 53.8 21.6 134.8 54.4
share
9. Dividends
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2014 2013 2013
£m £m £m
Declared and paid during the period
Equity dividends on ordinary shares
Second interim dividend for 2012 of 20.0p - 48.8 48.8
Interim dividend for 2013 of 6.7p - - 16.4
Final dividend for 2013 of 20.5p 50.3 - -
50.3 48.8 65.2
Proposed (not recognised as a liability at the
end of the period)
Equity dividends on ordinary shares
Interim dividend for 2013 of 6.7p - 16.4 -
Final dividend for 2013 of 20.5p - - 50.3
Interim dividend for 2014 of 6.8p 16.7 - -
10. Property, plant and equipment and intangible assets
Movements during the period in property, plant and equipment and intangible
assets were:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2014 2013* 2013*
£m £m £m
Net book value at 1 January 132.7 140.4 140.4
Acquired with subsidiaries 7.3 0.5 4.9
Additions 4.4 4.8 9.6
Intangible asset construction in progress 6.3 18.4 22.7
Disposals (0.4) (0.2) (3.5)
Disposal of subsidiaries (1.2) - (2.2)
Depreciation and amortisation (18.1) (18.8) (35.0)
Impairment - (0.6) (2.5)
Classified as held for sale (Note 16) - (2.4) -
Currency translation (2.8) 8.0 (1.7)
Net book value at 30 June/31 December 128.2 150.1 132.7
* Cash flow expenditure in the six months ended June 2013 of £10.1m (December
2013: £16.3m) on intangible assets included £8.2m (December 2013: £12.5m)
invested in the implementation of a group-wide finance and reporting system,
reported within intangible asset construction in progress. The remaining £10.2m
intangible asset construction in progress was reported in prepayments at 31
December 2012.
Capital expenditure contracted for but not provided in the financial statements
amounts to £10.6m (30 June 2013: £nil; 31 December 2013: £15.6m).
11. Movement in net debt
1 January Non-cash Exchange 30 June
2014 items Cash flow movement 2014
£m £m £m £m £m
Cash and cash equivalents 74.0 - 25.9 (4.3) 95.6
Bank overdrafts - - (14.4) - (14.4)
Net cash 74.0 - 11.5 (4.3) 81.2
Bank loans due in more than (61.4) - (24.8) 1.1 (85.1)
one year
Bonds due in more than one (469.1) 0.3 - 5.8 (463.0)
year
Borrowings (530.5) 0.3 (24.8) 6.9 (548.1)
Derivative assets associated 14.4 (2.1) - 2.5 14.8
with borrowings
Derivative liabilities (1.3) 1.3 - - -
associated with borrowings
Net debt (443.4) (0.5) (13.3) 5.1 (452.1)
The undrawn portion available under committed lending facilities at 30 June
2014 is £214.9m (30 June 2013: £224.2m; 31 December 2013: £238.6m).
1 January Non-cash Exchange 30 June
2013 items Cash flow movement 2013
£m £m £m £m £m
Cash and cash equivalents 86.9 - 12.0 5.3 104.2
Bank overdrafts (0.2) - (6.3) - (6.5)
Net cash 86.7 - 5.7 5.3 97.7
Bank loans due in more than (178.3) - 106.2 (3.7) (75.8)
one year
Bonds due in more than one (482.8) 6.3 - (15.2) (491.7)
year
Borrowings (661.1) 6.3 106.2 (18.9) (567.5)
Derivative assets associated 26.5 (6.7) - - 19.8
with borrowings
Derivative liabilities (5.5) (11.8) - - (17.3)
associated with borrowings
Net debt (553.4) (12.2) 111.9 (13.6) (467.3)
1 January Non-cash Exchange 31 December
2013 items Cash flow movement 2013
£m £m £m £m £m
Cash and cash equivalents 86.9 - (11.5) (1.4) 74.0
Bank overdrafts (0.2) - 0.2 - -
Net cash 86.7 - (11.3) (1.4) 74.0
Bank loans due in more than (178.3) - 117.8 (0.9) (61.4)
one year
Bonds due in more than one (482.8) 9.7 - 4.0 (469.1)
year
Borrowings (661.1) 9.7 117.8 3.1 (530.5)
Derivative assets associated 26.5 (12.1) - - 14.4
with borrowings
Derivative liabilities (5.5) 1.5 2.7 - (1.3)
associated with borrowings
Net debt (553.4) (0.9) 109.2 1.7 (443.4)
12. Financial instruments
Fair values of financial assets and financial liabilities
Valuation techniques
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 value of the £250m 6.5% sterling bonds due 2016 and the $350m 5.75%
dollar bonds due 2020 have been measured at the present value of future cash
flows discounted using market rates of interest.
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 flows models with inputs derived from the
projected financial performance in relation to the specific criteria for each
acquisition, as no observable market data is available. The changes in
estimates of put options over non-controlling interests are reported within
exceptional financing expense. The changes in estimates of contingent and
deferred consideration on acquisitions are reported within exceptional
operating items. 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. An increase of 20% to the projected financial
performance used in the put option measurements would increase the aggregate
liability by £4.3m. The fair value of the contingent and deferred consideration
on acquisitions is not significantly sensitive to a reasonable change in the
forecast performance.
Carrying Fair
amount value
£m £m
Financial assets at fair value through profit or loss
Interest rate swaps 13.4 13.4
Forward exchange contracts 1.4 1.4
14.8 14.8
Financial liabilities at amortised cost
£250m 6.5% sterling bonds due 2016 (99.6) (107.2)
$350m 5.75% dollar bonds due 2020 (144.4) (154.2)
Financial liabilities at fair value through profit or loss
£250m 6.5% sterling bonds due 2016 (157.1) (167.8)
$350m 5.75% dollar bonds due 2020 (61.9) (66.1)
Put options over non-controlling interests (18.4) (18.4)
Contingent and deferred consideration on acquisitions (2.9) (2.9)
(484.3) (516.6)
The fair values of all other financial assets and liabilities do not differ
from their carrying amounts.
The accounting policy for each of the Group's financial instruments is detailed
in the Annual Report and Accounts for the year ended 31 December 2013.
Fair value hierarchy
The fair value measurements at the reporting date are classified according to
the significance of the inputs used in making the measurements. The level in
the hierarchy within which the fair value is categorised is determined based on
the lowest level input that is significant to the fair value measurement in its
entirety.
Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2: inputs other than quoted prices included in level 1 that are
observable for the asset or liability, either directly (e.g. prices) or
indirectly (e.g. derived from prices).
Level 3: inputs for the assets or liabilities that are not based on observable
market data.
For financial assets and financial liabilities that are recognised at fair
value in the financial statements on a recurring basis, the Group determines
whether transfers have occurred between Levels in the hierarchy by re-assessing
categorisation (based on the lowest level input that is significant to the fair
value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of
assets and liabilities on the basis of the nature, characteristics and risks of
the asset or liability and the level of the fair value hierarchy as explained
above.
At 30 June 2014, the Group held the following classes of financial instruments
measured at fair value.
30 June 2014 Level 1 Level 2 Level 3
£m £m £m £m
Financial assets at fair value
through profit or loss
Forward exchange contracts - hedged 1.4 - 1.4 -
Interest rate swaps - hedged 10.7 - 10.7 -
Interest rate swaps - not hedged 2.7 - 2.7 -
Financial liabilities at fair value
through profit or loss
£250m 6.5% sterling bonds due 2016 (157.1) - (157.1) -
$350m 5.75% dollar bonds due 2020 (61.9) - (61.9) -
Put options over non-controlling (18.4) - - (18.4)
interests
Contingent and deferred consideration (2.9) - - (2.9)
acquisitions
During the six months ended 30 June 2014 there were no transfers between Level
1 and Level 2 fair value measurements, and no transfers into and out of Level 3
measurements. There were no movements in Level 3 measurements reported in other
comprehensive income.
Reconciliation of recurring level 3 fair value measurements:
Put options Contingent
over non- and deferred
controlling consideration
interests on acquisitions
30 June 2014 30 June 2014
£m £m
At 1 January (15.6) (4.0)
Acquisitions (Note 15) - (0.7)
Consideration paid - 2.3
Changes in estimates (income statement) (2.6) (0.6)
Currency translation (0.2) 0.1
At 30 June (18.4) (2.9)
13. Share capital
30 June 30 June 31 December
2014 2013 2013
Authorised £m £m £m
1,217,124,740 (30 June 2013: 1,217,124,740; 31
December 2013: 1,217,124,740) ordinary shares of 121.7 121.7 121.7
10p each
Issued and fully paid Ordinary Ordinary
Shares shares
Number £m
At 1 January 2013 245,467,129 24.5
Issued in respect of share option schemes and 134,325 0.1
other entitlements
At 30 June 2013 245,601,454 24.6
Issued in respect of share option schemes and 159,133 -
other entitlements
At 31 December 2013 245,760,587 24.6
Issued in respect of share option schemes and 95,632 -
other entitlements
At 30 June 2014 245,856,219 24.6
Company share schemes
As at 30 June 2014, the ESOP Trust holds 0.1m ordinary shares (30 June 2013:
0.7m ordinary shares; 31 December 2013: 0.4m ordinary shares).
14. Other reserves
Foreign
currency Total
Merger translation ESOP Other other
reserve reserve reserve reserve reserves
£m £m £m £m £m
At 1 January 2014 (732.2) (42.3) (2.9) 125.3 (652.1)
Total comprehensive income for - (12.8) - - (12.8)
the period*
Shares awarded by ESOP - - 6.8 - 6.8
Own shares purchased by the - - (4.9) - (4.9)
Company
At 30 June 2014 (732.2) (55.1) (1.0) 125.3 (663.0)
At 1 January 2013 (732.2) (3.3) (8.3) 125.3 (618.5)
Total comprehensive income for - (25.7) - - (25.7)
the period**
Shares awarded by ESOP - - 13.4 - 13.4
Own shares purchased by the - - (10.0) - (10.0)
Company
At 30 June 2013 (732.2) (29.0) (4.9) 125.3 (640.8)
At 1 January 2013 (732.2) (3.3) (8.3) 125.3 (618.5)
Total comprehensive income for - (39.0) - - (39.0)
the period***
Shares awarded by ESOP - - 25.5 - 25.5
Own shares purchased by the - - (20.1) - (20.1)
Company
At 31 December 2013 (732.2) (42.3) (2.9) 125.3 (652.1)
* The amount included in the foreign currency translation reserve for the
period ended 30 June 2014 represents the currency translation difference on
foreign operations on Group subsidiaries of £(21.3)m (excluding £(0.4)m
relating to non-controlling interests) and on net investment hedges of £8.5m.
** The amount included in the foreign currency translation reserve for the
period ended 30 June 2013 represents the currency translation difference on
foreign operations on Group subsidiaries of £30.5m (excluding £1.4m relating to
non-controlling interests), on net investment hedges of £(30.9)m on the
reclassification adjustment for foreign operations disposed of £(26.0)m and on
joint ventures and associates of £0.7m.
*** The amount included in the foreign currency translation reserve for the
year ended 31 December 2013 represents the currency translation difference on
foreign operations on Group subsidiaries of £(19.5)m (excluding £(2.8)m
relating to non-controlling interests), on the reclassification adjustment for
foreign operations disposed of £(26.0)m, on net investment hedges of £6.9m and
on joint ventures and associates of £(0.4)m.
Merger reserve
The merger reserve is used to record entries in relation to certain
reorganisations that took place in previous accounting periods. The majority of
the balance on the reserve relates to the capital reorganisation that took
place in 2008 which created a new holding company which is UK-listed,
incorporated in Jersey and with its tax residence in the Republic of Ireland.
The return of the Company's tax residency to the United Kingdom in 2012 has had
no impact on these balances.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences
arising from the translation of the financial statements of foreign
subsidiaries. It is also used to record the effect of hedging net investments
of foreign operations.
ESOP reserve
The ESOP reserve records ordinary shares held by the ESOP Trust to satisfy
future share awards. The shares are recorded at cost. In the six months ended
30 June 2014, 700,000 ordinary shares were purchased by the ESOP (six months
ended 30 June 2013: 1,425,000; year ended 31 December 2013: 2,855,000).
15. Acquisitions
The Group has completed two acquisitions of Events companies in the six months
ended 30 June 2014. These acquisitions continue the Group's strategy of
expansion through acquisition of Events and Events portfolios in growth
markets. Details of the acquisitions made by the Group in the prior year are
available in the Annual Report and Accounts for the year ended 31 December
2013.
On 9 May 2014, the Group acquired the business of Expo CIHAC (`CIHAC'), an
annual construction event in Mexico for cash consideration of £9.9m plus
deferred consideration of £0.7m.
On 17 June 2014, the Group acquired the business of Abastur, an annual hotel,
restaurant and catering event in Mexico for cash consideration of £6.1m. The
figures reported below for Abastur have been disclosed on a provisional basis.
The fair value of the identifiable assets and liabilities acquired in respect
of acquisitions in 2014 was:
All
acquisitions
2014
£m
Intangible assets 7.3
Trade and other receivables 1.2
Total assets 8.5
Trade and other payables (1.5)
Total liabilities (1.5)
Identifiable net assets acquired 7.0
Goodwill arising on acquisition 9.7
16.7
Trade and other receivables acquired have been measured at fair value which is
the gross contractual amounts receivable. All amounts recognised are expected
to be collected. The goodwill of £9.7m recognised relates to certain intangible
assets that cannot be individually separated. These include items such as
customer loyalty, market share, skilled workforce and synergies expected to
arise after the acquisition completion. All of the goodwill arising is expected
to be deductible for tax purposes.
The intangible assets acquired as part of the acquisitions were:
All
acquisitions
2014
£m
Brands 3.9
Order backlog 1.2
Customer contracts and relationships 2.0
Databases 0.2
Total 7.3
Cash flow effect of acquisitions
The aggregate cash flow effect of the acquisitions was as follows:
30 June
2014
£m
Net cash acquired with subsidiaries -
Cash paid to acquire subsidiaries 16.0
Net cash outflow on 2014 acquisitions 16.0
Payment of contingent consideration on prior 2.3
year acquisitions
Payment of deferred consideration on prior year -
acquisitions
Total cash outflow on acquisitions 18.3
None of the contingent consideration payments are individually material.
Contingent and deferred consideration
The potential undiscounted amount for all future payments that the Group could
be required to make under the contingent consideration arrangements for 2014
acquisitions is £nil (maximum remaining for 2013, 2012 and 2011 acquisitions is
£3.6m, £2.0m and £1.5m respectively). The contingent consideration for each
acquisition made during the period is based on the terms set out in the
relevant purchase agreements.
The movement in the contingent and deferred consideration payable during the
period is disclosed in Note 12.
Acquisition performance
From the dates of acquisition to 30 June 2014, the acquisitions completed in
2014 contributed a loss of £0.1m to operating profit and £nil to revenue of the
Group. If the acquisitions had taken place at the beginning of 2014,the acquisitions
would have contributed a loss of £0.3m to operating profit and £nil to revenue of the Group.
16. Discontinued operations and assets held for sale
There are no reported discontinued operations in the six months ended 30 June
2014. As disclosed in Note 2, the Group classified the UBM Channel business,
Built MS and the Delta businesses as discontinued operations during the year
ended 31 December 2013.
The results of the discontinued operations which have been included in the
consolidated income statement and consolidated statement of cash flows are as
follows:
Six months ended 30 June 2013 (restated) UBM Channel
and Built MS Delta Total
£m £m £m
Revenue 15.5 - 15.5
Operating expenses (15.1) - (15.1)
Adjusted operating profit from discontinued 0.4 - 0.4
operations
Amortisation of intangible assets arising on (0.3) - (0.3)
acquisitions
Exceptional operating items 0.3 - 0.3
Operating profit from discontinued operations 0.4 - 0.4
Financing income - - -
Financing expense - - -
Profit before tax attributable to discontinued 0.4 - 0.4
operations
Attributable tax - - -
Profit after tax from discontinued operations 0.4 - 0.4
Loss on assets held for sale (5.6) - (5.6)
Profit on disposal - 25.6 25.6
Attributable tax - - -
(Loss)/profit for the period from discontinued (5.2) 25.6 20.4
operations
Earnings per share for discontinued operations
Basic 8.3p
Diluted 8.1p
Net cash flows attributable to discontinued
operations
Net cash from operating activities 0.4
Net cash from investing activities (11.6)
Net cash from financing activities (0.3)
Net cash flows attributable to discontinued (11.5)
operations
The loss on assets held for sale reflects an impairment of UBM Channel goodwill
of £5.6m. The classification as held for sale requires assets and liabilities
to be measured at the lower of their carrying amounts and fair value less costs
to sell.
Year ended 31 December 2013 UBM Channel
and Built MS Delta Total
£m £m £m
Revenue 24.3 - 24.3
Operating expenses (22.2) - (22.2)
Adjusted operating profit from discontinued 2.1 - 2.1
operations
Amortisation of intangible assets arising on (0.3) - (0.3)
acquisitions
Exceptional operating items 0.3 - 0.3
Operating profit from discontinued operations 2.1 - 2.1
Financing income - - -
Financing expense - - -
Profit before tax attributable to discontinued 2.1 - 2.1
operations
Attributable tax - - -
Profit after tax from discontinued operations 2.1 - 2.1
(Loss)/profit on disposal (4.2) 20.5 16.3
Attributable tax - - -
(Loss)/profit for the year from discontinued (2.1) 20.5 18.4
operations
Earnings per share for discontinued operations
Basic 7.5p
Diluted 7.4p
Net cash flows attributable to discontinued
operations
Net cash from operating activities 1.4
Net cash from investing activities (12.2)
Net cash from financing activities (1.2)
Net cash flows attributable to discontinued (12.0)
operations
Assets held for sale measured at the lower of their carrying amounts and fair
value less costs to sell
UBM Channel
Delta and Built MS Delta Total Delta
30 June 30 June 30 June 30 June 31 December
2014 2013 2013 2013 2013
£m £m £m £m £m
Goodwill - 5.6 - 5.6 -
Intangible assets - 2.0 - 2.0 -
Property, plant and equipment 0.1 0.3 0.1 0.4 0.1
Trade and other receivables 0.8 7.5 0.9 8.4 0.8
Cash and cash equivalents - - 0.5 0.5 -
Assets classified as held for 0.9 15.4 1.5 16.9 0.9
sale
Trade and other payables (0.4) (8.4) (0.6) (9.0) (0.4)
Current tax liability - - - - -
Liabilities associated with (0.4) (8.4) (0.6) (9.0) (0.4)
assets classified as held for
sale
Net assets classified as held for 0.5 7.0 0.9 7.9 0.5
sale
17. Disposals
Initial and Gain
2014 deferred on
disposal consideration disposal
Disposal date Activity Segment £m £m
International 1 January Customer Events 0.3 0.2
Customer management
Management consulting
Institute (ICMI)
Pyramid Research 1 January Telecoms research Other 2.0 0.1
Marketing
Services
Light Reading 31 January Telecoms marketing Other 9.2 4.8
and research Marketing
Services
Pharmalive 1 May Publications Other 0.1 0.1
database Marketing
Services
11.6 5.2
None of the above disposals are classified as discontinued operations.
The following table sets out the aggregate effect of the disposals on the
Group's assets and liabilities:
30 June
2014
£m
Goodwill (5.9)
Intangible assets (1.2)
Trade and other receivables (3.9)
Total assets (11.0)
Trade and other payables 1.3
Total liabilities 1.3
Identifiable net assets (9.7)
Costs associated with disposal (0.3)
Fair value of retained interest 3.6
Profit on disposal (5.2)
Consideration received 11.6
Vendor financing (7.4)
Less deferred consideration (0.2)
Net cash inflow 4.0
18. Retirement benefit obligations
The Group operates funded defined benefit and defined contribution pension
schemes in the UK and overseas. The most recent actuarial valuations were
carried out during 2011 and updated to 30 June 2014 for accounting purposes by
independent qualified actuaries.
The amounts recognised in the income statement were as follows:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2014 2013 2013
£m £m £m
Current service cost 0.2 0.4 0.4
Administration cost 0.2 0.6 0.8
Settlement (gain)/loss (5.8) - 0.6
Curtailments - (1.9) (1.9)
Interest cost 0.3 0.9 1.7
Total pension (income)/expense (5.1) - 1.6
On 30 December 2013, the three main UK schemes (the United Pension Plan, the
United Magazines Final Salary Scheme and the defined benefit section of the
United Group Pension Scheme) were merged into the new UBM Pension Scheme.
Members of the former schemes were offered the chance to take up a winding-up
lump sum in lieu of pension benefits. As the amounts paid were less than the
accounting reserve held in respect of the liabilities that were extinguished, a
resulting settlement gain of £5.8m has been recognised. This gain has been
reported within Corporate operations.
The amounts recognised in the balance sheet were as follows:
30 June 30 June 31 December
2014 2013 2013
£m £m £m
Fair value of plan assets 469.3 485.0 472.9
Present value of defined benefit obligations (490.7) (502.5) (496.9)
Irrecoverable element of pension surplus (2.1) (7.2) (1.9)
Net deficit in the statement of financial (23.5) (24.7) (25.9)
position
Retirement benefit surplus 4.0 13.4 3.4
Retirement benefit obligation (27.5) (38.1) (29.3)
Net deficit in the statement of financial (23.5) (24.7) (25.9)
position
19. Share-based payments
The Group's management awards share options to directors and employees, from
time to time, on a discretionary basis. During the six months ended 30 June
2014, the Group awarded 2,282,413 (six months ended 30 June 2013: 2,515,567;
year ended 31 December 2013: 2,856,693) shares under the Group's share
incentive plans.
20. Related party transactions
Transactions with related parties are made at arm's length. Outstanding
balances at the end of the period are unsecured and settlement occurs in cash.
There are no bad debt provisions for related party balances as at 30 June 2014
(30 June 2013; £nil; 31 December 2013: £nil), and no related party transactions
have been written off during the period. Unless otherwise stated above, there
are no amounts owed by or due to related parties by the Group at 30 June 2014.
The Group entered into the following transactions with related parties during
the period:
Balances Balances Balances
(owed by)/ (owed by)/ (owed by)/
due to due to due to
the Group at Value of the Group at Value of the Group at Value of
30 June transactions 30 June transactions 31 December transactions
Related party and Nature of 2014 H1 2014 2013 H1 2013 2013 FY 2013
relationship transactions £m £m £m £m £m £m
GML Exhibitions Advances and 0.1 0.1 0.4 -* 0.6 0.6
(Thailand) Co management
Limited - Joint fees
Venture
Guangzhou Beauty Commission - - 0.2 - 0.2 -
Fair - Joint and
Venture management
fees
Guzhen Lighting Advances 0.2 - - - - -
Expo Company
Limited - Joint
Venture
The Channel Company Management 0.2 0.1 - - - -
- Associate fees
* Transactions and balances (owed by)/due to the Group less than £0.1m.
During the period, Leaders Quest, a non-profit organisation, organised various
management conferences for the Group for fees of £nil (30 June 2013: £60,000;
31 December 2013: £61,500). Lindsay Levin, wife of David Levin, Chief Executive
Officer of the Group until 1 March 2014, is a partner of Leaders Quest.
21. Events after the balance sheet date
On 23 July 2014, the Group received a special dividend payment of £10.2m from
PA Group Limited in relation to the disposal of MeteoGroup disclosed in Note 6.
On 31 July 2014, the Group acquired 100% of the equity of Seatrade
Communications Limited, a global maritime events and publishing business, for
cash consideration of £3.8m and deferred consideration of £0.5m subject to
working capital adjustments. The net assets acquired are subject to
finalisation.
Statement of directors' responsibilities
The directors confirm that the interim condensed consolidated financial
statements for the period ended 30 June 2014, as required by Rule 4.2.4R of the
Disclosure and Transparency Rules of the United Kingdom Financial Conduct
Authority (`DTR'):
* have been prepared in accordance with IAS 34 as issued by the International
Accounting Standards Board; and
* give a true and fair view of the assets, liabilities, financial position
and profit of the Group.
The directors also confirm that the interim management report herein includes a
fair review of the information required by Rules 4.2.7R and 4.2.8R of the DTR.
The directors of UBM plc are listed on the UBM plc website: www.ubm.com.
By order of the Board
Robert A. Gray
Chief Financial Officer
01 August 2014
Independent review report to UBM plc
Introduction
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
2014 which comprises the Interim consolidated income statement, the
Consolidated income statement, the Interim consolidated statement of
comprehensive income, the Interim consolidated statement of financial position,
the Interim consolidated statement of changes in equity, the Interim
consolidated statement of cash flows and the related explanatory notes 1 to 21.
We have read the other information contained in the half yearly financial
report and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set of financial
statements.
This report is made solely to the company in accordance with guidance contained
in International Standard on Review Engagements 2410 (UK and Ireland) "Review
of Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the Auditing Practices Board. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the
company, for our work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure and Transparency
Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the Group are
prepared in accordance with IFRSs as issued by the International Accounting
Standards Board (`IASB'). The condensed set of financial statements included in
this half-yearly financial report has been prepared in accordance with
International Accounting Standard 34, "Interim Financial Reporting", as issued
by the IASB.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review.
Scope of Review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, 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 Ireland) 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.
Conclusion
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 2014 is not prepared, in all
material respects, in accordance with International Accounting Standard 34 as
issued by the IASB and the Disclosure and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Ernst & Young LLP
London
01 August 2014