Tuesday 22 September, 2009
Dealogic (Holdings)
Interim Results
RNS Number : 4265Z Dealogic (Holdings) PLC 22 September 2009
DEALOGIC (HOLDINGS) PLC
INTERIM RESULTS FOR THE PERIOD ENDED 30 JUNE 2009
Dealogic (Holdings) plc, the provider of software, communications and information products to the global capital markets, today announces its unaudited financial results for the six months ended 30 June 2009.
HIGHLIGHTS
-
Revenue of US$43.1 million down 2% (H1 2008: US$43.9 million) against a backdrop of continued volatility in the global capital markets
-
Continued commitment to investment in products, technology and people
-
Managed cost base and favourable movement in exchange rates improved the operating profit margin to 33.4% (H1 2008: 25%); with profit before tax of US$14.9 million; and diluted earnings per share of 13.0 cents per share
-
Free cash flow(1) of US$6.9 million for the period, with cash and available-for-sale financial asset balances of US$42.1 million at the end of the period
-
Interim dividend up 12% to 1.9 pence (equivalent to 3.1 cents at $1.62) payable on 2 November 2009
|
|
|
First half
2009
|
|
First half
2008
|
%
Change
|
% Change - constant currency
|
|
Revenue
|
US$000
|
43,101
|
|
43,921
|
-1.9
|
+7.5
|
|
Operating profit
|
US$000
|
14,410
|
|
11,162
|
+29.1
|
+22.9
|
|
Profit before tax
|
US$000
|
14,931
|
|
12,373
|
+20.7
|
|
|
Profit for the period
|
US$000
|
9,976
|
|
7,737
|
+28.9
|
|
|
Basic earnings per share
|
cents
|
13.1
|
|
9.9
|
+32.3
|
|
|
Diluted earnings per share
|
cents
|
13.0
|
|
9.8
|
+32.7
|
|
|
Dividend per share
|
pence
|
1.9
|
(2)
|
1.7
|
+11.8
|
|
|
|
cents
|
3.1
|
|
3.1
|
+0.0
|
|
|
|
|
|
|
|
|
|
Notes
(1) Operating cashflow before interest less capital expenditure and capitalised development costs
(2) Translated at an exchange rate of $1.62
Commenting on the interim results, Peter Ogden (Chairman) said,
'Our results in the first half of 2009 were a result of three main drivers: the resilience of our customer base, which generated increased subscription revenues for our products on a constant exchange rate basis; the successful implementation of our new product platform amongst our global client base; and the volatility in the global capital markets.
We remain committed to investing in our business, to extend our market leading position and to expand the profitable deployment of our platform.
In these times of uncertainty it is difficult to forecast how the market will perform in any particular period, which does impact short term profitability both positively and negatively. However we are confident in the resilience of the markets in the longer term and are confident that through our outstanding personnel, the breadth of our platform and the strength of our global brand we are well positioned for the future.'
ENQUIRIES
Dealogic (Holdings) plc
Jonathan Bradshaw
+44 20 7379 5650
Company Secretary
JPMorgan Cazenove (Nominated Adviser)
Andrew Hodgkin
+44 20 7588 2828
CHAIRMAN'S STATEMENT
Introduction
Our results in the first half of 2009 were a result of three main drivers:
The resilience of our customer base, which generated increased subscription revenues for our products on a constant exchange rate basis; the successful implementation of our new product platform amongst our global client base; and the volatility in the global capital markets. As we outlined at the year end we anticipated that new issue volumes in all global markets would be low in the first part of 2009 and we were right to be cautious. However we have been surprised by the strong pick up in the second quarter of 2009 as companies in many different sectors accessed the equity capital markets and new issue volumes returned to the levels experienced in quarter four of 2007. This improvement in market activity has benefitted significantly our transaction revenues
Results
Total revenue decreased 2% (increased 8% on a constant currency basis) to $43.1 million (2008: $43.9 million) during the first half of 2009. Subscription revenues held up well against the backdrop of continued uncertainty and volatility in the markets in which we operate. Additionally, following several very quiet months earlier in the year, the primary equity capital markets experienced a substantial increase in the number of transactions in the second quarter, which benefited our transaction revenues. The balanced control of operating expenses and the favourable effect of movements in exchange rates resulted in an increase of 29% (23% on a constant currency basis) in operating profit to $14.4 million (2008: $11.2 million) with an improved operating margin of 33% (2008: 25%). Profit before tax was $14.9 million (2008: $12.4 million). Profit after tax for the period of $10.0 million (2008 $7.7 million) also benefited from the release of tax provisions relating to now-resolved items from prior years. Diluted earnings per share increased by 33% to 13.0 cents (2008: 9.8 cents).
Revenues increased in both the Americas and Asia regions by 11% and 30% respectively, while the weaker GBP (down 25% from $1.9854 in the first half of 2008 to $1.4925 in the first half of 2009) has reduced the revenues of the EMEA region by 23%. With a greater reduction in EMEA costs from the weaker GBP, all three regions delivered an increase in reportable profits compared to the first half of 2008.
The group continued to produce strong operating cash flows before movements in working capital of $16.2 million (2008: $12.6 million) and net cash flows from operating activities of $7.7 million (2008: $14.4 million). After the acquisition of irNavigator, an investor profile product, for $1.0 million, the payment of dividends and appropriations of $3.3 million (2008: $7.3 million), the purchase by the Company of 0.7 million shares at a cost of $0.9 million (2008: $10.1 million), our balance of cash and government-backed securities totalled $42.1 million (2008: $38.3 million) at the end of the period.
Interim dividend
An interim dividend of 1.9 pence (3.1 cents), an increase of 12% on last year (2008: 1.7 pence, 3.1 cents), will be paid on 2 November 2009 to shareholders on the register on 9 October 2009.
Principal Risks
Dealogic provides a sophisticated platform of software, communications and information systems along with product support to the global capital markets industry. In common with similar businesses the Company is exposed to certain risks and uncertainties. Among these risks, which are explained in more detail on page 9 of the 2008 Annual Report, are consolidation in the investment banking industry, a prolonged downturn in capital markets activity and the emergence of competitors and competitive products.
The Board continues to monitor and mitigate these risks through strong focus and investment in product development and support services as we enhance our market leading position and drive growth and innovation across our platform over the long term.
Forward-looking statements
Certain statements in the interim report are forward-looking. Although the group believes that the expectations reflected in these statements are reasonable, it can give no assurance that these expectations will prove to have been correct. As these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.
The group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
Outlook
We are pleased that the business has continued to perform well through a period of unprecedented turmoil in all the global capital markets in which we operate. We remain committed to investing in our business, to extend our market leading position and to expand the profitable deployment of our platform. In these times of uncertainty it is difficult to forecast how the market will perform in any particular period, which does impact short term profitability both positively and negatively. However we are confident in the resilience of the markets in the longer term and are confident that through our outstanding personnel, the breadth of our platform and the strength of our global brand we are well positioned for the future.
Peter Ogden
Chairman
21 September 2009
Condensed Consolidated Statement of Comprehensive Income
for the six month period ended 30 June 2009
|
|
Notes
|
2009
|
2008
|
2008
|
|
|
|
6 months to June
|
6 months to June
|
12 months to December
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
US$000
|
US$000
|
US$000
|
|
Revenue
|
5
|
43,101
|
43,921
|
81,359
|
|
Staff costs
|
|
(21,017)
|
(24,374)
|
(46,397)
|
|
Depreciation of property and plant & equipment
|
|
(1,110)
|
(1,106)
|
(2,455)
|
|
Amortisation of intangible assets
|
|
(525)
|
(232)
|
(481)
|
|
Other operating expenses
|
|
(6,039)
|
(7,047)
|
(13,491)
|
|
Operating profit
|
|
14,410
|
11,162
|
18,535
|
|
|
|
|
|
|
|
Finance income
|
6
|
307
|
916
|
2,068
|
|
Finance expenses
|
6
|
(15)
|
(19)
|
(42)
|
|
Share of post-tax profit of associate
|
|
229
|
314
|
496
|
|
Profit before income tax
|
|
14,931
|
12,373
|
21,057
|
|
|
|
|
|
|
|
Income tax expense
|
7
|
(4,955)
|
(4,636)
|
(7,767)
|
|
Profit for the period
|
|
9,976
|
7,737
|
13,290
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
Currency translation differences recognised directly in equity
|
|
725
|
28
|
(4,933)
|
|
Net change in fair value of available-for-sale financial assets
|
|
(160)
|
-
|
445
|
|
Income tax on other comprehensive income
|
|
45
|
-
|
(125)
|
|
Other comprehensive income for the period, net of income tax
|
|
610
|
28
|
(4,613)
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
10,586
|
7,765
|
8,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
Cents
|
Cents
|
Cents
|
|
Basic
|
13
|
13.1
|
9.9
|
17.1
|
|
Diluted
|
13
|
13.0
|
9.8
|
17.0
|
|
|
|
|
|
|
Condensed Consolidated Statement of Financial Position
at 30 June 2009
|
|
Notes
|
2009
|
2008
|
2008
|
|
|
|
30 June
|
30 June
|
31 December
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
US$000
|
US$000
|
US$000
|
|
ASSETS
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and equipment
|
|
6,757
|
9,238
|
7,492
|
|
Intangible assets
|
|
|
|
|
|
Goodwill
|
|
42,196
|
42,196
|
42,196
|
|
Capitalised development costs
|
|
773
|
394
|
590
|
|
Other intangible assets
|
9
|
1,265
|
390
|
389
|
|
Investment in associates
|
|
501
|
720
|
216
|
|
Deferred tax assets
|
|
2,106
|
1,617
|
923
|
|
Available-for-sale financial assets
|
|
6,040
|
-
|
5,378
|
|
|
|
59,638
|
54,555
|
57,184
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other receivables
|
|
24,840
|
23,614
|
14,039
|
|
Available-for-sale financial assets
|
|
3,212
|
-
|
12,723
|
|
Current tax assets
|
|
-
|
552
|
243
|
|
Cash and cash equivalents
|
|
32,861
|
38,286
|
20,179
|
|
|
|
60,913
|
62,452
|
47,184
|
|
Total assets
|
|
120,551
|
117,007
|
104,368
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
|
(14,211)
|
(17,946)
|
(9,119)
|
|
Deferred subscription income
|
|
(12,221)
|
(13,533)
|
(11,019)
|
|
Current tax liabilities
|
|
(3,575)
|
(1,891)
|
(1,013)
|
|
Provisions
|
|
(718)
|
(714)
|
(712)
|
|
|
|
(30,725)
|
(34,084)
|
(21,863)
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Provisions
|
|
(3,789)
|
(1,738)
|
(3,707)
|
|
Deferred tax liabilities
|
|
(273)
|
(122)
|
(209)
|
|
|
|
(4,062)
|
(1,860)
|
(3,916)
|
|
Total liabilities
|
|
(34,787)
|
(35,944)
|
(25,779)
|
|
Net assets
|
|
85,764
|
81,063
|
78,589
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
Share capital
|
|
5,740
|
5,740
|
5,740
|
|
Share premium
|
|
1,369
|
1,369
|
1,369
|
|
Shares to be issued
|
|
48,597
|
48,597
|
48,597
|
|
Reserves
|
|
(7,822)
|
(3,586)
|
(8,547)
|
|
Retained earnings
|
|
37,880
|
28,943
|
31,430
|
|
Total equity
|
|
85,764
|
81,063
|
78,589
|
|
|
|
|
|
|
Condensed Consolidated Statement of Cash Flow
for the six month period ended 30 June 2009
|
|
Notes
|
2009
|
2008
|
2008
|
|
|
|
6 months to June
|
6 months to June
|
12 months to December
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
US$000
|
US$000
|
US$000
|
|
Cash flows from operating activities
|
|
|
|
|
|
Profit for the period
|
|
9,976
|
7,737
|
13,290
|
|
Adjustments for:
|
|
|
|
|
|
Income tax expense
|
7
|
4,955
|
4,636
|
7,767
|
|
Net finance income
|
6
|
(292)
|
(897)
|
(2,026)
|
|
Depreciation of property, plant & equipment
|
|
1,110
|
1,106
|
2,455
|
|
Amortisation of intangible assets
|
|
525
|
232
|
481
|
|
Share based payment charges
|
|
220
|
125
|
383
|
|
Share of post-tax profit of associate
|
|
(229)
|
(314)
|
(496)
|
|
Operating cash flows before movements in working capital and provisions
|
|
16,265
|
12,625
|
21,854
|
|
|
|
|
|
|
|
(Increase)/decrease in trade and other receivables
|
|
(8,054)
|
879
|
6,790
|
|
Increase in trade and other payables
|
|
2,420
|
8,002
|
2,644
|
|
(Decrease)/increase in provisions
|
|
(60)
|
(29)
|
2,613
|
|
Movements in working capital and provisions
|
|
(5,694)
|
8,852
|
12,047
|
|
|
|
|
|
|
|
|
|
10,571
|
21,477
|
33,901
|
|
Interest paid
|
|
(15)
|
(19)
|
(41)
|
|
Income tax paid
|
|
(2,850)
|
(7,102)
|
(10,307)
|
|
Net cash from operating activities
|
|
7,706
|
14,356
|
23,553
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
Interest received
|
|
387
|
879
|
1,474
|
|
Purchases of property, plant & equipment and other assets
|
|
(512)
|
(6,962)
|
(7,506)
|
|
Acquisition
|
|
(925)
|
-
|
-
|
|
Development expenditure
|
|
(353)
|
(24)
|
(348)
|
|
Dividends received from associate
|
|
-
|
-
|
561
|
|
Purchases of available-for-sale financial assets
|
|
(3,000)
|
-
|
(19,885)
|
|
Sales of available-for-sale financial assets
|
|
12,820
|
-
|
-
|
|
Net cash from/(used in) investing activities
|
|
8,417
|
(6,107)
|
(25,704)
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
Purchase of own shares into treasury
|
|
(897)
|
(10,131)
|
(11,020)
|
|
Issue of own shares from treasury
|
|
11
|
493
|
631
|
|
Appropriations under the Exchange Rights Agreement
|
8
|
(536)
|
(1,148)
|
(1,531)
|
|
Dividends paid
|
8
|
(2,765)
|
(6,199)
|
(8,229)
|
|
Net cash used in financing activities
|
|
(4,187)
|
(16,985)
|
(20,149)
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents
|
|
11,936
|
(8,736)
|
(22,300)
|
|
Cash and cash equivalents at the beginning of the period
|
|
20,179
|
46,900
|
46,900
|
|
Effect of exchange rate fluctuations on cash held
|
|
746
|
122
|
(4,421)
|
|
Cash and cash equivalents at the end of the period
|
|
32,861
|
38,286
|
20,179
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Equity
for the six month period ended 30 June 2009
|
|
Share capital
|
Share premium
|
Shares to be issued
|
Capital redemption reserve
|
Cumulative translation reserve
|
Merger reserve
|
Retained earnings
|
Total equity
|
|
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
|
At 1 January 2008
|
5,740
|
1,369
|
48,597
|
50,509
|
1,535
|
(55,658)
|
38,473
|
90,565
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
7,737
|
7,737
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
Exchange movement
|
-
|
-
|
-
|
-
|
28
|
-
|
-
|
28
|
|
Total comprehensive income for the period
|
-
|
-
|
-
|
-
|
28
|
-
|
7,737
|
7,765
|
|
Dividends and appropriations
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,347)
|
(7,347)
|
|
Share based payment charge
|
-
|
-
|
-
|
-
|
-
|
-
|
125
|
125
|
|
Income tax on share based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
512
|
512
|
|
Deferred tax on share based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
(919)
|
(919)
|
|
Purchase of own shares into treasury
|
-
|
-
|
-
|
-
|
-
|
-
|
(10,131)
|
(10,131)
|
|
Issue of own shares from treasury
|
-
|
-
|
-
|
-
|
-
|
-
|
493
|
493
|
|
Total transactions with owners
|
-
|
-
|
-
|
-
|
-
|
-
|
(17,267)
|
(17,267)
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2008
|
5,740
|
1,369
|
48,597
|
50,509
|
1,563
|
(55,658)
|
28,943
|
81,063
|
|
|
|
|
|
|
|
|
|
|
|
At 1 Jul 2008
|
5,740
|
1,369
|
48,597
|
50,509
|
1,563
|
(55,658)
|
28,943
|
81,063
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
5,553
|
5,553
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
Exchange movement
|
-
|
-
|
-
|
-
|
(4,961)
|
-
|
-
|
(4,961)
|
|
Net change in fair value of available-for-sale financial assets
|
-
|
-
|
-
|
-
|
-
|
-
|
445
|
445
|
|
Deferred tax on unrealised gains of available-for-sale assets
|
-
|
-
|
-
|
-
|
-
|
-
|
(125)
|
(125)
|
|
Total comprehensive income for the period
|
-
|
-
|
-
|
-
|
(4,961)
|
-
|
5,873
|
912
|
|
Dividends and appropriations
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,413)
|
(2,413)
|
|
Share based payment charge
|
-
|
-
|
-
|
-
|
-
|
-
|
258
|
258
|
|
Income tax on share based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
(11)
|
(11)
|
|
Deferred tax on share based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
(469)
|
(469)
|
|
Purchase of own shares into treasury
|
-
|
-
|
-
|
-
|
-
|
-
|
(889)
|
(889)
|
|
Issue of own shares from treasury
|
-
|
-
|
-
|
-
|
-
|
-
|
138
|
138
|
|
Total transactions with owners
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,386)
|
(3,386)
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2008
|
5,740
|
1,369
|
48,597
|
50,509
|
(3,398)
|
(55,658)
|
31,430
|
78,589
|
Condensed Consolidated Statement of Changes in Equity
for the six month period ended 30 June 2009
|
|
Share capital
|
Share premium
|
Shares to be issued
|
Capital redemption reserve
|
Cumulative translation reserve
|
Merger reserve
|
Retained earnings
|
Total equity
|
|
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
|
At 1 January 2009
|
5,740
|
1,369
|
48,597
|
50,509
|
(3,398)
|
(55,658)
|
31,430
|
78,589
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
9,976
|
9,976
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
Exchange movement
|
-
|
-
|
-
|
-
|
725
|
-
|
-
|
725
|
|
Net change in fair value of available-for-sale financial assets
|
-
|
-
|
-
|
-
|
-
|
-
|
(160)
|
(160)
|
|
Deferred tax on unrealised gains of available-for-sale assets
|
-
|
-
|
-
|
-
|
-
|
-
|
45
|
45
|
|
Total comprehensive income for the period
|
-
|
-
|
-
|
-
|
725
|
-
|
9,861
|
10,586
|
|
Dividends and appropriations
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,301)
|
(3,301)
|
|
Share based payment charge
|
-
|
-
|
-
|
-
|
-
|
-
|
220
|
220
|
|
Income tax on share based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
239
|
239
|
|
Deferred tax on share based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
317
|
317
|
|
Purchase of own shares into treasury
|
-
|
-
|
-
|
-
|
-
|
-
|
(897)
|
(897)
|
|
Issue of own shares from treasury
|
-
|
-
|
-
|
-
|
-
|
-
|
11
|
11
|
|
Total transactions with owners
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,411)
|
(3,411)
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2009
|
5,740
|
1,369
|
48,597
|
50,509
|
(2,673)
|
(55,658)
|
37,880
|
85,764
|
|
|
|
|
|
|
|
|
|
|
Notes to the Financial Statements
for the six month period ended 30 June 2009
1. Reporting entity
Dealogic (Holdings) plc is a company incorporated and domiciled in the UK. The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2009 comprise the Company and its subsidiaries (together referred to as the 'group') and the group's interests in associates and jointly controlled entities.
This report will be sent to all holders of the Company's ordinary shares.
The consolidated financial statements of the group as at and for the year ended 31 December 2008 are available upon request from the Company's registered office at Thanet House, 231 - 232 Strand, London WC2R 1DA.
2. Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the group as at and for the year ended 31 December 2008.
These condensed consolidated interim financial statements were approved by the directors on 21 September 2009.
3. Significant accounting policies
Except as described below, the accounting policies applied by the group in these condensed consolidated interim financial statements are the same as those applied by the group in its consolidated financial statements as at and for the year ended 31 December 2008.
(i) Presentation of financial statements
The group applies revised IAS 1 Presentation of Financial Statements (2007), which became effective as of 1 January 2009. As a result, the group presents in the consolidated statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income. This presentation has been applied in these condensed interim financial statements as of and for the six months period ended on 30 June 2009.
Comparative information has been re-presented so that it also is in conformity with the revised standard. Since the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share
(ii) Accounting for business combinations
The group has adopted early IFRS 3 Business Combinations (2008) and IAS 27 Consolidated and Separate Financial Statements (2008) for business combinations occurring in the financial year starting 1 January 2009. All business combinations occurring on or after 1 January 2009 are accounted for by applying the acquisition method. The change in accounting policy was applied prospectively and had no material impact on earnings per share.
The group has applied the acquisition method for the business combination that occurred during the interim period ended 30 June 2009 as disclosed in Note 10.
Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the group takes into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.
The group measures goodwill as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, all measured as of the acquisition date.
Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the group to the previous owners of the acquiree, and equity interests issued by the group. Consideration transferred also includes the fair value of any contingent consideration.
Transaction costs that the group incurs in connection with a business combination, such as finder's fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.
A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.
(iii) Determination and presentation of operating segments
As of 1 January 2009 the group determines and presents operating segments based on the information that internally is provided to the Board of Directors, which is the group's chief operating decision maker. This change in accounting policy is due to the adoption of IFRS 8 Operating Segments. Previously operating segments were determined and presented in accordance with IAS 14 Segment Reporting. The new accounting policy in respect of segment operating disclosures is presented as follows:
Comparative segment information has been re-presented in conformity with the transitional requirements of IFRS 8. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.
An operating segment is a component of the group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the group's other components. An operating segment's operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the Board of Directors include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
4. Estimates
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
Except as described below, in preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2008.
During the six months ended 30 June 2009 management reassessed its estimates in respect of:
-
income taxes
-
share options
5. Operating segments
The group has adopted the 'management approach' in identifying the operating segments as outlined in IFRS 8. Management has analysed the information that the Chief Operating Decision Maker reviews and has concluded that the operating segment disclosure should be based on geography.
The group has three reportable segments, Europe, Middle East and Africa (EMEA); Americas; and Asia. Disclosures for prior periods have been re-calculated to present the information for those periods in accordance with the new segment definitions.
|
6 months to June 2009
|
EMEA
|
Americas
|
Asia
|
Total
|
|
|
US$000
|
US$000
|
US$000
|
US$000
|
|
Revenue
|
14,309
|
24,410
|
4,382
|
43,101
|
|
|
|
|
|
|
|
Reportable segment profit before tax
|
7,124
|
6,431
|
1,147
|
14,702
|
|
|
|
|
|
|
|
Reportable segment assets
|
46,112
|
37,898
|
1,754
|
85,764
|
|
|
|
|
|
|
|
6 months to June 2008
|
EMEA
|
Americas
|
Asia
|
Total
|
|
|
US$000
|
US$000
|
US$000
|
US$000
|
|
Revenue
|
18,646
|
21,910
|
3,365
|
43,921
|
|
|
|
|
|
|
|
Reportable segment profit before tax
|
6,506
|
4,852
|
701
|
12,059
|
|
|
|
|
|
|
|
Reportable segment assets
|
43,089
|
36,913
|
1,061
|
81,063
|
|
|
|
|
|
|
|
12 months to December 2008
|
EMEA
|
Americas
|
Asia
|
Total
|
|
|
US$000
|
US$000
|
US$000
|
US$000
|
|
Revenue
|
35,026
|
39,615
|
6,718
|
81,359
|
|
|
|
|
|
|
|
Reportable segment profit before tax
|
11,189
|
7,923
|
1,449
|
20,561
|
|
|
|
|
|
|
|
Reportable segment assets
|
43,030
|
34,334
|
1,225
|
78,589
|
|
|
|
|
|
|
Reconciliation of reportable segment profit or loss
|
|
|
2009
|
2008
|
2008
|
|
|
|
6 months to June
|
6 months to June
|
12 months to December
|
|
|
|
US$000
|
US$000
|
US$000
|
|
|
|
|
|
|
|
Total profit before tax for reportable segments
|
|
14,702
|
12,059
|
20,561
|
|
Share of post-tax profit of associates
|
|
229
|
314
|
496
|
|
Consolidated profit before income tax
|
|
14,931
|
12,373
|
21,057
|
|
|
|
|
|
|
6. Finance income and expenses
|
|
|
2009
|
2008
|
2008
|
|
|
|
6 months to June
|
6 months to June
|
12 months to December
|
|
|
|
US$000
|
US$000
|
US$000
|
|
Finance income
|
|
|
|
|
|
Interest on short-term bank deposits
|
|
122
|
815
|
1,491
|
|
Interest on available-for-sale financial assets
|
|
175
|
-
|
92
|
|
Exchange gains
|
|
10
|
101
|
485
|
|
|
|
307
|
916
|
2,068
|
|
|
|
|
|
|
|
|
|
2009
|
2008
|
2008
|
|
|
|
6 months to June
|
6 months to June
|
12 months to December
|
|
|
|
US$000
|
US$000
|
US$000
|
|
Finance expenses
|
|
|
|
|
|
Bank interest payable
|
|
(15)
|
(19)
|
(42)
|
|
|
|
(15)
|
(19)
|
(42)
|
|
|
|
|
|
|
7. Income tax expense
|
|
|
2009
|
2008
|
2008
|
|
|
|
6 months to June
|
6 months to June
|
12 months to December
|
|
|
|
US$000
|
US$000
|
US$000
|
|
Current tax
|
|
|
|
|
|
UK Corporation tax
|
|
3,566
|
5,515
|
6,688
|
|
Double tax relief
|
|
-
|
(3,367)
|
(3,111)
|
|
|
|
3,566
|
2,148
|
3,577
|
|
Foreign tax
|
|
2,425
|
2,320
|
4,061
|
|
|
|
5,991
|
4,468
|
7,638
|
|
Adjustments in respect of prior years
|
|
|
|
|
UK tax
|
|
(213)
|
4
|
(68)
|
|
Foreign tax
|
|
(195)
|
-
|
(39)
|
|
|
|
(408)
|
4
|
(107)
|
|
|
|
|
|
|
|
|
|
5,583
|
4,472
|
7,531
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
Current year
|
(636)
|
164
|
199
|
|
|
|
-
|
|
|
Adjustments in respect of prior years
|
|
|
|
|
UK tax
|
|
-
|
-
|
34
|
|
Foreign tax
|
|
8
|
-
|
3
|
|
|
|
8
|
-
|
37
|
|
|
|
|
|
|
|
Total deferred tax
|
|
(628)
|
164
|
236
|
|
|
|
|
|
|
|
Total tax on profit on ordinary activities
|
4,955
|
4,636
|
7,767
|
|
|
|
|
|
|
Income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year applied to the pre-tax income of the interim period. The group's consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2009 was 33.7 percent (1H 2008: 38.4 percent). This change in effective tax rate for the group was affected by the resolution of outstanding claims in respect of prior years. The underlying tax rate for 2009 was 36.4% (2008: 38.4%).
8. Dividends and appropriations
The dividends paid in the periods covered by these condensed consolidated interim financial statements are detailed below.
|
|
|
Dividend value per share
|
Dividend value per share
|
Dividend value
|
Appropriations
|
|
|
|
pence
|
cents
|
US$000
|
US$000
|
|
|
|
|
|
|
|
|
2007 Final dividend paid on 12 May 2008
|
|
4.6
|
9.3
|
6,199
|
1,148
|
|
2008 Interim dividend paid on 3 November 2008
|
|
1.7
|
3.1
|
2,030
|
383
|
|
2008 Final dividend paid on 13 May 2009
|
|
3.1
|
4.3
|
2,765
|
536
|
|
|
|
|
|
|
|
In addition, an interim dividend of 1.9 pence (3.1 cents) per ordinary share (25 September 2008: 1.7 pence, 3.1 cents), will be paid on 2 November 2009 to shareholders on the register on 9 October 2009. A proportionate payment will also be made on the same date in respect of the dividend element of the appropriation payable in terms of the Exchange Rights Agreement. These payments, amounting to US$2,352,000, will be accounted for when paid in the second half of 2009.
9. Other intangible assets
|
|
|
2009
|
2009
|
2009
|
2008
|
2008
|
|
|
|
30 June
|
30 June
|
30 June
|
30 June
|
31 December
|
|
|
|
Acquisition
|
Software
|
Total
|
Total
|
Total
|
|
|
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
|
Cost
|
|
|
|
|
|
|
|
At 1 January 2009
|
|
-
|
1,318
|
1,318
|
1,209
|
1,209
|
|
Additions - acquired
|
|
990
|
79
|
1,069
|
71
|
294
|
|
Disposals
|
|
-
|
-
|
-
|
(5)
|
(5)
|
|
Exchange movements
|
|
-
|
82
|
82
|
-
|
(180)
|
|
At 30 June 2009
|
|
990
|
1,479
|
2,469
|
1,275
|
1,318
|
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
|
|
At 1 January 2009
|
|
-
|
929
|
929
|
796
|
796
|
|
Charge for year
|
|
119
|
116
|
235
|
94
|
210
|
|
Disposals
|
|
-
|
-
|
-
|
(5)
|
(5)
|
|
Exchange movements
|
|
-
|
40
|
40
|
-
|
(72)
|
|
At 30 June 2009
|
|
119
|
1,085
|
1,204
|
885
|
929
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
At the end of period
|
|
871
|
394
|
1,265
|
390
|
389
|
|
|
|
|
|
|
|
|
|
At the start of period
|
|
-
|
389
|
389
|
413
|
413
|
|
|
|
|
|
|
|
|
$990,000 of the additions relates to the acquisition of the Investor Profiles products from Ilios Partners, LLC (see Note 10). These assets are amortised over their estimated useful lives, which vary from one to three years.
10. Business combination
On 3 April 2009, the group acquired the investor profiles products of Ilios Partners, LLC for a cash consideration of US$1,000,000. The purchase will serve to complement the existing product portfolio of the group and included hardware, software and information databases. The fair value of these assets equals the consideration paid, therefore no goodwill arose on the acquisition. All legal and professional fees (US$236,000) relating to the purchase have been expensed to the Statement of Comprehensive Income in the first half of 2009.
11. Called up share capital
|
|
|
Ordinary shares in issue (thousands)
|
Treasury shares (thousands)
|
Shares in issue excl. treasury
|
|
At 1 January 2008
|
|
71,391
|
3,808
|
67,583
|
|
Re-purchase of own shares
|
|
-
|
289
|
(289)
|
|
Re-issue of own shares
|
|
-
|
(565)
|
565
|
|
At 30 June 2008
|
|
71,391
|
3,532
|
67,859
|
|
Re-purchase of own shares
|
|
-
|
3,743
|
(3,743)
|
|
Re-issue of own shares
|
|
-
|
(102)
|
102
|
|
At 31 December 2008
|
|
71,391
|
7,172
|
64,219
|
|
Re-purchase of own shares
|
|
-
|
700
|
(700)
|
|
Re-issue of own shares
|
|
-
|
(8)
|
8
|
|
At 30 June 2009
|
|
71,391
|
7,864
|
63,527
|
|
|
|
|
|
|
Both the Company and Employee Share Trust (EST) shares are held as Treasury Shares and the shares purchased up to 30 June 2009 are excluded from the calculation of earnings per share from the date they were purchased by the Company.
During the year the Company purchased 700,000 (1H 2008: 289,000) of its own ordinary shares at a total cost of US$897,000 (2008: US$777,000). 8,396 (1H 2008: 565,207) shares were issued to satisfy the exercise of share options by employees. Since 1 July 2009, the Company has not purchased any further shares.
The EST purchased nil (1H 2008: 3,281,609) shares at a total cost of US$nil (1H 2008: US$9,351,000), nor has the EST purchased any further shares after 1 July 2009.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. The EST has waived its rights to receive a dividend on the 3,281,609 shares it holds.
12. Share option plans
The group operated two equity-settled share option plans during the period. Options to acquire Ordinary Shares in the Company may be granted in any year at a price not less than the greater of the market value of the shares placed under option on the business day immediately preceding the date of grant or the nominal value of the share. No consideration is payable for the grant of an option and all options are settled by physical delivery of shares.
Options over 1,376,095 shares at an exercise price of £1.225 were granted on 27 April 2009 with a vesting period from 27 April 2012 to 26 April 2019. The estimated fair value these options is $298,000. During the period 58,984 options lapsed and 8,396 options were exercised.
The fair value of services received in return for share options granted are measured by reference to the fair value of the share options granted, calculated using a Black-Scholes model. The main assumptions for options granted during the period ended 30 June 2009 used in calculating these values are: fair value of £0.157; market and exercise share price of £1.225; expected volatility of 24%; option life of 5.7 years; expected dividend yield of 5.143%; and risk free interest rate of 2.63%. There are no market conditions associated with these share option grants.
13. Earnings per share
|
|
2009
|
2008
|
2008
|
|
|
6 months to June
|
6 months to June
|
12 months to December
|
|
|
US$000
|
US$000
|
US$000
|
|
Profit for the period
|
9,976
|
7,737
|
13,290
|
|
|
|
|
|
|
|
Number
|
Number
|
Number
|
|
Weighted average number of shares in issue (excluding Treasury Shares and shares held by employee share trusts)
|
63,886,294
|
65,934,718
|
65,207,322
|
|
Shares to be issued under the Exchange Rights Agreement
|
12,346,842
|
12,346,842
|
12,346,842
|
|
Basic weighted average number of shares
|
76,233,136
|
78,281,560
|
77,554,164
|
|
Dilutive effect of share options
|
438,678
|
832,288
|
648,168
|
|
Diluted weighted average number of shares
|
76,671,814
|
79,113,848
|
78,202,332
|
|
|
|
|
|
|
Number of potentially dilutive share options (weighted average)
|
3,738,889
|
1,580,370
|
2,044,275
|
|
|
|
|
|
|
|
Cents
|
Cents
|
Cents
|
|
Basic earnings per ordinary share
|
13.1
|
9.9
|
17.1
|
|
Diluted earnings per ordinary share
|
13.0
|
9.8
|
17.0
|
|
|
|
|
|
END
This information is provided by RNS
The company news service from the London Stock Exchange END IR ILFEDAAILFIA
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