Final Results For The Year Ended 31 December 2016

                                                                                                                                               

27 February 2017

                                                                                                                                                                               

 

GlobalData Plc

 

Final Results For The Year Ended 31 December 2016

"Transformed business delivers record results"

 

 

 

Key Achievements

·      Group revenues of £100 million

·      A global business information company following the successful integration of recent acquisitions

·      Focus on building global platform, strong business model and management team

·      Business rebranded to GlobalData across all markets and geographies

 

 

Financial Highlights

·      Group revenue increased by 65% to £100.0m (2015: £60.5m)

·      Deferred revenue increased by 57% to £46.1m (2015: £29.3m)

·      Adjusted EBITDA⁽¹⁾ increased by 71% to £20.6m (2015: £12.0m)

·      Adjusted EBITDA margin⁽¹⁾ has risen from 19.8% to 20.6% despite investment

·      Cash from operations increased to £15.0m (2015: £10.9m)

·      Final Dividend of 4.0 pence per share (2015: 2.5 pence); total dividend of 6.5 pence per share (2015: 2.5 pence)

·      Statutory loss before tax of £2.5m (2015: loss of £2.8m), which includes non-cash charges of £13.4m amortisation of acquired intangibles, £2.8m share based payments and £1.6m of unrealised foreign exchange losses.

 

 

 

Bernard Cragg, Executive Chairman of GlobalData Plc, commented:

"The business has performed well over the past year, achieving record levels of both reported and deferred revenues. We have combined three businesses to create a leading global business information company. Our results for the year's trading are encouraging, more so given that for much of the year we focused on integrating the businesses and creating a strong global platform. We are now leveraging this platform to drive significant growth and profitability".

 

 

 

 

 

Note 1: Adjusted EBITDA: Earnings before interest, tax, depreciation and amortisation, non-trading exchange rate movements, impairment, share based payments, adjusted for costs associated with derivatives, acquisitions and restructuring of the Group. Adjusted EBITDA margin is defined as: Adjusted EBITDA as a percentage of revenue.

 

 

 

ENQURIES   GlobalData Plc	0207 936 6400
Mike Danson, Chief Executive
Simon Pyper, Chief Financial Officer
N+1 Singer	0207 496 3000
James Maxwell
James White
Hudson Sandler	0207 796 4133
Nick Lyon

EXECUTIVE CHAIRMAN'S STATEMENT

The business has performed well over the past year, achieving record levels of both reported and deferred revenues. We have combined three businesses to create a leading global business information company. Our results for the year's trading are encouraging; more so given that for much of the year we focused on integrating the businesses and creating a strong global platform. We are now leveraging this platform to drive significant growth and profitability.

 

Key Achievements

We have combined three businesses to create a leading global business information company.

 

·      Revenues of £100 million: A landmark for the Group, with both reported revenues and deferred revenues at record levels.

 

·      Integration of major acquisitions: The Consumer acquisition completed in September 2015 has now been integrated into our existing offering on a single platform with a single brand identity. The Healthcare acquisition completed in January 2016 brought management and operational scale in the important North American market, which is now being exploited for the benefit of the wider Group.

 

·      Focused on building a global platform: Our business model is a relatively simple one: create the content once and leverage revenues from that content across multiple formats (subscriptions, reports and research engagements) and geographies. We have made significant efforts in investing in our global platform and infrastructure, improving and strengthening our management team and in ensuring that the Group presents a single, simplified proposition in the markets and geographies we serve.

 

·      Rebranding to GlobalData: We are a Group formed by the combining of three businesses. We are in substance a new business and as such we have rebranded the Group across all our markets and geographies to present a single, simplified proposition which better reflects our business and our values.

 

Looking Forward

We are an ambitious business which challenges itself on a daily basis to be better at what we do. Our ambition is to provide our customers with world-class products and customer service. For our employees, we aim to be an employer of choice providing an enriching and rewarding environment to work in and for our shareholders we aim to provide returns which reflect our reported earnings and long-term prospects.

 

To deliver increased shareholder returns over the medium to long term the Group aims to:

 

·      Achieve strong organic growth: Leveraging our unique content and delivery across multiple formats and geographies whilst better exploiting our common platforms, processes and operations.

 

·      Make acquisitions that are strategic and earnings accretive: We look for acquisitions that are strategic in nature and which over a reasonable time frame increase total returns. We also, from time to time, make small bolt-on acquisitions that either broaden our offering or extend our client reach in an existing market. Our acquisition process is robust and diligent and is supervised by the Board.

 

·      Maintain a progressive dividend policy: Our business is focused on revenue growth, the efficient management of working capital and increased cash generation. We believe we can invest in the business, achieve growth in profits and service a progressive dividend policy that reflects our growth and long-term prospects.

 

Our employees

The transition of the Group to one now focused on the provision of business information services to customers based around the globe has been demanding, more so given the additional challenges brought about by our recent acquisitions. That we have delivered a good set of results during a period of such change is entirely down to the quality, commitment and talent of our employees.

 

Board Changes

Kelsey van Musschenbroek has informed the Board of the Company that he does not intend to stand for re-election as a Non-Executive Director at the forthcoming AGM. On behalf of the Board, I would like to express our sincere gratitude to Kelsey for his help and support over the past years and to wish him a long and happy retirement.

 

Mark Freebairn has informed the Board of the Company that he does not wish to stand for re-election as a Non-Executive Director at the forthcoming AGM. On behalf of the Board, I would like to thank Mark for his significant contribution over the past years and to wish him the very best for the future.

 

The Board is also announcing today, the appointment of two new Non-Executive Directors to the Board, Annette Barnes and Andrew Day. Annette is currently a Managing Director and CEO of Lloyds Private Banking Ltd and Andrew is Chief Data Officer for J Sainsbury Plc.

 

Dividend

Having regard to the improved prospects for the Group and the cash requirements of the business for the year ahead, the Board is pleased to announce a final dividend of 4.0 pence per share (2015: 2.5 pence). The proposed final dividend will be paid on 12 May 2017 to shareholders on the register at the close of business on 18 April 2017. The ex-dividend date will be on 13 April 2017. The proposed final dividend increases the total dividend for the year to 6.5 pence per share (2015: 2.5 pence).

 

Current trading and outlook

We have started the year well and remain confident that we will make further progress.

 

 

 

 

 

 

Bernard Cragg

Executive Chairman 

27 February 2017

 

 

 

 

 

 

CHIEF EXECUTIVE'S REVIEW

In many respects we are a new business with 2016 being our first year as a business information company operating under a single brand, across multiple geographies and industry markets. Our recent acquisitions have transformed the business and the Group now derives the majority of its revenues from annual subscription contracts and other information services.

 

The transformation of our business to a global business information company operating in dynamic and competitive markets could not have been possible without the hard work and commitment of our employees. I would like to express my own and my fellow Board members' appreciation to all our colleagues across the globe and to wish them continued success.

 

Along with the integration of our recent acquisitions we have spent much of the past year putting in place the building blocks for growth and have changed our executive and senior management structures to better reflect the new business model.

 

Our first full twelve months of trading as GlobalData have been encouraging with the Group delivering good revenue and earnings growth. Moreover, we start 2017 with record levels of deferred revenues, which provide improved revenue and earnings visibility.

 

For the year ahead our focus will be on doing things simply and doing them well. We are building a business which is clearly differentiated from the competition, which is hard to replicate and whose products and services are embedded in the day-to-day processes and operations of both new and existing clients.

 

Our Mission

We are helping our clients to decode the future, to be more successful and innovative. We provide our clients with innovative solutions to complex issues, delivered via a single online platform, which leverages our unique data and expert analysis across multiple markets and geographies. We help our clients with strategic planning, competitive intelligence, new product development, identifying new consumer trends, marketing opportunities and new sales channel prospects.

 

At a time of increased uncertainty and ever-constant change we aim to provide our clients with a realisable competitive advantage by helping them to decode the future.

 

Our Strategic Priorities

Our principal objective is to become one of the world's leading providers of premium, subscription based, business information products and services to the markets we serve. We have four core strategic priorities:

 

·      To develop world class products and services

·      To develop our sales capabilities

·      To improve operational effectiveness

·      To provide best in class customer service

 

Developing world class products and services

Our content is data driven and analyst led and provides our clients with strategic and tactical insights for the markets that they operate in. Our content is robust, relevant and unique; the majority of which can be accessed via our online delivery platforms, which give our clients real time access to critical business information and work flow tools.

 

The key metric on how successful we are in developing world-class products and services is renewal rates. Our aim over the medium term is to achieve renewal rates by volume for our larger value clients in excess of 90%.

 

Develop our sales capabilities

The business information market is dominated by North America, which accounts for 50% of global spend, followed by Europe and Asia Pacific. Our goal is to create more geographical balance in our business, reflecting market size. Consequently, the Group will look to increase its management and sales operations in the important North American and Asia Pacific markets.

 

Our medium term target is to increase our mix of revenues to 40% in the US, 40% in the UK & Europe and 20% in Asia Pacific.

               

Improve operational effectiveness

Our business model is a relatively simple one: create the content once and leverage sales from that content across multiple formats (subscriptions, reports and research engagements) and geographies. In doing so costs remain relatively fixed thereby allowing for a higher percentage of the sales value achieved to translate to profit. Acquisitions tend to suppress this structural benefit as they often bring a duplication of both processes and infrastructure which have to be rationalised. Over the past year we took a rather measured approach to reducing this duplication, choosing to focus on increasing our sales headcount, integrating and improving the enlarged product set and reducing employee churn. Given that much of this has now been completed, our focus in the coming year will be to further standardise our processes and reduce duplication and ultimately improve our operating margins.

 

Our medium term Adjusted EBITDA margin target is circa 25%

 

Providing best in class customer service

Outstanding customer service is a critical component in delivering customer satisfaction and improved customer retention. Our aim is to deliver best in class customer service at every point of interaction with our clients.

 

Our Acquisitions

Acquisitions form an important part of our overall strategy for growth. We are focused on acquisitions, which extend our client reach and product coverage within the markets we serve. In addition to the GlobalData Healthcare acquisition, the Group completed one bolt-on acquisition during the year for a net consideration of £2.0 million.

 

The Group's performance this year

The results for the year include a full twelve-month contribution from our recent Consumer and GlobalData acquisitions, whereas the prior year comparatives include no contribution from the Healthcare acquisition (completed January 2016) and only a part year contribution from the Consumer acquisition (completed September 2015).

 

1.     Revenue

Revenues increased by 65% to £100.0m (2015: £60.5m), which reflects both good organic growth (24%) and the full year benefit of the Consumer and Healthcare acquisitions. The acquired businesses are, I am pleased to report, performing well and in line with management expectations.

 

2.     Deferred Revenue

Deferred revenue at 31 December 2016 increased by 57% to £46.1m (31 December 2015: £29.3m), improving the visibility on 2017 forecast revenues.

 

3.     Adjusted EBITDA

Adjusted EBITDA increased by 71% to £20.6m (2015: £12.0m) with the Group's margin improving to 20.6% (2015: 19.8%). The EBITDA margin growth is slightly below our initial expectations for the year, reflecting our more measured approach to driving synergies and reducing duplication brought about by our recent acquisitions.

 

4.     Cash Generation

Cash generation improved significantly during the year, with cash generated from continuing operations increasing by £4.1m to £15.0m (2015: £10.9m). Excluding cash costs associated with impaired contracts acquired as part of the Consumer acquisition of £1.7m and other exceptional cash costs of £1.9m, cash from operations would have increased to £18.6m, which equates to 90.3% of Adjusted EBITDA.

 

5.     Foreign exchange impact on revenues

The Group derives around 61% of revenues in currencies other than Sterling, which since 23 June 2016 has depreciated against all the Group's major trading currencies and in particular the US Dollar and Euro. The impact of exchange rate movements on our revenues for 2016 was somewhat muted as the Group derives a significant proportion of its revenues from annual subscription contracts whereby revenues are crystallised and amortised at the exchange rate at date of invoice. Consequently a significant proportion of our              reported revenues were booked at rates prevailing prior to the 23 June 2016. The benefit of exchange rate movements to reported revenues for 2016 was £2.2m, which accounts for 3.7% of our year on year growth.

 

6.     Foreign exchange impact on costs and Adjusted EBITDA

In Sterling terms, circa 57% of our costs are denominated in currencies other than Sterling. Costs are translated as they are incurred at the prevailing exchange rate. Thus, adverse movements in exchange rates have an immediate impact on our earnings. The effect of exchange rate movements on our cost base was to increase our operating costs for 2016 by 5.1% or £2.5m.

 

The net effect (revenue benefit less cost impact) on Adjusted EBITDA was a decrease of £0.3m.

 

7.     Net Debt:

Net Debt remained flat at £25.5m (2015: £25.5m). Net debt was anticipated to fall, but due to an exchange rate movement of £1.6m on our US dollar denominated loan and cash outflow relating to acquisitions of £2.9m it has remained in line with 2015. The Group also spent £1.0m during the year purchasing treasury shares.

 

 

We are a transformed business focused on the provision of business information to global markets, all of which present opportunities for long-term profitable growth.

 

We expect that 2017 will be a year of further progress and opportunity for the Group.

 

 

 

 

 

 

Mike Danson

Chief Executive

27 February 2017

 

 

 

 

 

FINANCIAL REVIEW

Our 2016 results are for the first full year of trading as GlobalData. Our results are encouraging and provide a solid base from which to make further progress.

 

FINANCIAL HIGHLIGHTS

 

·      Group revenue increased by 65.4% to £100.0m (2015: £60.5m)

·      Strong performance of the newly acquired Healthcare business, which generated revenues of £25.1m

·      Deferred Revenue increased by 57.3% to £46.1m (2015: £29.3m)

·      Adjusted EBITDA⁽¹⁾ increased by 71.5% to £20.6m (2015: £12.0m)

·      Adjusted EBITDA margin⁽¹⁾ increased to 20.6% (2015: 19.8%)

·      Reported EBITDA⁽²⁾ increased to £13.7m (2015: £3.2m)

·      Statutory loss before tax of £2.5m (2015: loss of £2.8m), which is inclusive of non-cash charges of £14.6m of amortisation of intangibles, £2.8m share based payments and £1.6m of unrealised foreign exchange losses.

·      Cash generated from continuing operations increased by 37.4% to £15.0m (2015: £10.9m)

·      Net debt⁽³⁾ of £25.5m (2015: £25.5m)

 

	2016	2015	Movement
Continuing operations	£000s	£000s
Revenue	100,013	60,466	65.4%
Loss before tax	(2,519)	(2,803)
Depreciation	725	676
Amortisation	14,553	4,392
Finance costs	955	886
EBITDA2	13,714	3,151	335.2%
Restructuring costs	1,289	4,331
Revaluation of short and long-term derivatives	770	216
Share based payments charge	2,764	2,066
Non-trading foreign exchange loss	1,571	774
M&A costs	472	1,464
Adjusted EBITDA1	20,580	12,002	71.5%
Adjusted EBITDA margin1	20.6%	19.8%

 

Note 1: Adjusted EBITDA: Earnings before interest, tax, depreciation and amortisation, non-trading exchange rate movements, impairment, share based payments, adjusted for costs associated with derivatives, acquisitions and restructuring of the Group. Adjusted EBITDA margin is defined as: Adjusted EBITDA as a percentage of revenue.

 

Note 2: EBITDA: Earnings before interest, tax, depreciation, amortisation and impairment. Includes a non-cash charge of £2.8 million for share based payments (2015: £2.1 million).

 

Note 3: Net debt: Short and long-term borrowings less cash and cash equivalents.

 

Earnings per share

Basic earnings per share from continuing operations was 1.80 pence per share (2015: loss of (4.08) pence per share). Fully diluted earnings per share from continuing operations was 1.65 pence per share (2015: loss of (4.08) pence per share).

 

 

 

 

FINANCIAL REVIEW

 

Cash flow

The Group generated £15.0 million of operating cashflow, which equated to 73.1% of Adjusted EBITDA (2015 91.2%). Included within the operating cashflow, there were payments in relation to an onerous contract acquired as part of the Consumer acquisition (completed 1 September 2015) of £1.7m and exceptional cash costs of £1.9m. Adjusted for these items, operating cashflow would have been circa £18.6m, which equates to 90.3% of Adjusted EBITDA.

 

The Group repaid debt of £5.4 million, paid dividends of £5.1m and paid for acquisitions of £2.0m.

 

Capital expenditure was £1.3 million in 2016 (£1.5 million in 2015). This includes £0.7 million on software (£1.1 million in 2015).

 

Currency rate and market risk

The Group's primary objective in managing foreign currency risk is to protect against the risk that the eventual Sterling net cash flows will be affected by changes in foreign currency exchange rates. To do this, the Group enters into foreign exchange contracts that limit the risk from movements in US Dollar, Euro and Indian Rupee exchange rates with Sterling. Whilst commercially this hedges the Group's currency exposures, it does not meet the requirements for hedge accounting and accordingly any movements in the fair value of the foreign exchange contracts are recognised in the income statement.

 

Whilst the longer-term implications of the United Kingdom's vote to leave the European Union are unknown, we do know, in the absence of other relevant factors, that a sustained weakening of Sterling should be of benefit as we derive the majority of our revenues in currencies other than Sterling (principally US Dollar and Euro) and have a more limited exposure to non-Sterling costs. Whilst exchange rate movements have had a modestly dilutive impact on our 2016 results, we do expect these factors to be broadly positive for both revenues and EBITDA in the new financial year.

 

As a business information company, we are not currently impacted by cross border tariffs and we do not expect the re-negotiation of tariffs to impact our business.

 

Interest rate risk

Interest rate risk is the impact that fluctuations in market interest rates can have on the value of the Group's interest-bearing assets and liabilities and on the interest charge recognised in the income statement. The Group does not manage this risk with the use of derivatives.

 

Liquidity risk and going concern

The Group's approach to managing liquidity risk is to ensure, as far as possible, that it has sufficient liquidity to meet its liabilities as they fall due with surplus facilities to cope with any unexpected variances in timing of cash flows. The Group meets its day-to-day working capital requirements through free cash flow.

 

Based on cash flow projections, the Group considers the existing financing facilities to be adequate to meet short-term commitments. The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about the Group's ability to continue as a going concern. Accordingly, the Group has prepared the Annual Report and Accounts on a going concern basis.

 

 

 

 

 

Simon Pyper

Chief Financial Officer

27 February 2017

 

 

 

 

 

 

 

Consolidated Income Statement

	Notes	Year ended 31 December 2016	Year ended 31 December 2015
		£000s	£000s
Continuing operations
Revenue	3	100,013	60,466
Cost of sales		(65,781)	(36,745)
Gross profit		34,232	23,721
Distribution costs		(63)	(804)
Administrative costs		(15,466)	(12,391)
Other expenses	4	(20,267)	(12,443)
Operating loss		(1,564)	(1,917)
Analysed as:
Adjusted EBITDA1		20,580	12,002
Items associated with acquisitions and restructure of the Group	4	(1,761)	(5,795)
Other adjusting items	4	(5,105)	(3,056)
EBITDA2		13,714	3,151
Amortisation		(14,553)	(4,392)
Depreciation		(725)	(676)
Operating loss		(1,564)	(1,917)
Finance costs		(955)	(886)
Loss before tax from continuing operations		(2,519)	(2,803)
Income tax credit/ (expense)		4,332	(306)
Profit/ (loss) for the year from continuing operations		1,813	(3,109)
Loss for the year from discontinued operations	12	(717)	(7,992)
Profit/ (loss) for the year		1,096	(11,101)
Earnings/ (loss) per share attributable to equity holders from continuing operations:	5
Basic earnings/ (loss) per share (pence)		1.80	(4.08)
Diluted earnings/ (loss) per share (pence)		1.65	(4.08)
Loss per share attributable to equity holders from discontinued operations:
Basic loss per share (pence)		(0.71)	(10.48)
Diluted loss per share (pence)		(0.71)	(10.48)
Total basic earnings/ (loss) per share (pence)		1.09	(14.56)
Total diluted earnings/ (loss) per share (pence)		1.00	(14.56)

 

¹ We define Adjusted EBITDA as EBITDA adjusted for costs associated with acquisition, restructuring of the Group, share based payments, impairment, non-trading exchange rate movements and impact of foreign exchange contracts. See note 4 of the preliminary financial statements for further details. We present Adjusted EBITDA as additional information because we understand that it is a measure used by certain investors and because it is used as the measure of Group profit or loss. However, other companies may present Adjusted EBITDA differently. EBITDA and Adjusted EBITDA are not measures of financial performance under IFRS and should not be considered as an alternative to operating profit or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measure of performance derived in accordance with IFRS.

² EBITDA is defined as earnings before interest, tax, depreciation, amortisation and impairment.

 

 

 

Consolidated Statement of Comprehensive Income

 

	Year ended 31 December 2016	Year ended 31 December 2015
	£000s	£000s
Profit/ (loss) for the year	1,096	(11,101)
Other comprehensive income
Items that will be classified subsequently to profit or loss:
Net exchange gains/ (losses) on translation of foreign entities	108	(55)
Other comprehensive income/ (loss), net of tax	108	(55)
Total comprehensive income/ (loss) for the year	1,204	(11,156)

 

 

Consolidated Statement of Financial Position

	Notes		31 December 2016	31 December 2015
			£000s	£000s
Non-current assets
Property, plant and equipment			1,353	1,297
Intangible assets	6		133,506	62,540
Trade and other receivables	8		4,625	-
Deferred tax assets			4,137	2,042
			143,621	65,879
Current assets
Inventories			-	77
Current tax receivable			639	432
Trade and other receivables			42,608	32,089
Short-term derivative assets	7		94	-
Cash and cash equivalents			6,447	10,117
			49,788	42,715
Assets classified as held for sale			-	6,425
Total assets			193,409	115,019
Current liabilities
Trade and other payables			(64,775)	(46,061)
Short-term borrowings			(5,737)	(5,214)
Short-term derivative liabilities	7		(1,089)	(201)
Short-term provisions			(1,364)	(1,649)
			(72,965)	(53,125)
Non-current liabilities
Long-term provisions			(223)	(954)
Deferred tax liabilities			(4,655)	(3,218)
Long-term derivative liabilities	7		-	(24)
Long-term borrowings			(26,162)	(30,359)
			(31,040)	(34,555)
Liabilities classified as held for sale			-	(2,128)
Total liabilities			(104,005)	(89,808)
Net assets			89,404	25,211
Equity
Share capital	9		173	154
Share premium account			200	200
Treasury reserve			(960)	-
Other reserve			(37,128)	(37,128)
Special reserve			-	48,422
Merger reserve			66,481	-
Foreign currency translation reserve			(73)	(181)
Retained profit			60,711	13,744
Total equity			89,404	25,211

 

 

Consolidated Statement of Changes in Equity

 

	Share capital		Share premium account	Treasury reserve	Other reserve	Merger reserve	Special reserve	Foreign currency translation reserve	Retained profit	Total equity
	£000s		£000s	£000s	£000s	£000s	£000s	£000s	£000s	£000s
Balance at 1 January 2015		154	200	-	(37,128)	-	48,422	(126)	23,106	34,628
Loss for the year		-	-	-	-	-	-	-	(11,101)	(11,101)
Other comprehensive income:
Net exchange losses on translation of foreign entities		-	-	-	-	-	-	(55)	-	(55)
Total comprehensive loss for the year		-	-	-	-	-	-	(55)	(11,101)	(11,156)
Transactions with owners:
Share based payments charge		-	-	-	-	-	-	-	2,066	2,066
Excess deferred tax on share                                   based payments		-	-	-	-	-	-	-	(327)	(327)
Balance at 31 December 2015		154	200	-	(37,128)	-	48,422	(181)	13,744	25,211
Profit for the year		-	-	-	-	-	-	-	1,096	1,096
Other comprehensive income:
Net exchange gains on translation of foreign entities		-	-	-	-	-	-	108	-	108
Total comprehensive income for the year		-	-	-	-	-	-	108	1,096	1,204
Transactions with owners:
Shares issued for GlobalData Holding acquisition		19	-	-	-	66,481	-	-	-	66,500
Dividends		-	-	-	-	-	-	-	(5,113)	(5,113)
Share buyback		-	-	(960)	-	-	-	-	-	(960)
Special reserve transfer		-	-	-	-	-	(48,422)	-	48,422	-
Share based payments charge		-	-	-	-	-	-	-	2,764	2,764
Excess deferred tax on share                                   based payments		-	-	-	-	-	-	-	(202)	(202)
Balance at 31 December 2016		173	200	(960)	(37,128)	66,481	-	(73)	60,711	89,404

 

 

Consolidated Statement of Cash Flows

Continuing operations	Year ended 31 December 2016	Year ended 31 December 2015
Cash flows from operating activities	£000s	£000s
Profit/ (loss) for the year from continuing operations	1,813	(3,109)
Adjustments for:
Depreciation	725	676
Amortisation	14,553	4,392
Finance costs	955	886
Taxation recognised in profit or loss	(4,332)	306
Loss on disposal of fixed assets	48	-
Non-trading foreign exchange loss	1,571	774
Share based payments charge	2,764	2,066
Increase in trade and other receivables	(7,936)	(6,504)
Decrease in inventories	1	73
Increase in trade payables	5,121	9,018
Revaluation of short and long-term derivatives	770	216
Movement in provisions	(1,016)	2,151
Cash generated from continuing operations	15,037	10,945
Interest paid (continuing operations)	(999)	(775)
Income taxes paid (continuing operations)	(1,562)	(2,182)
Net cash from operating activities (continuing operations)	12,476	7,988
Net decrease in cash and cash equivalents from discontinued operations	(604)	(1,624)
Total cash flows from operating activities	11,872	6,364
Cash flows from investing activities (continuing operations)
Acquisitions	(2,878)	(20,679)
Purchase of property, plant and equipment	(578)	(468)
Purchase of intangible assets	(682)	(1,066)
Net cash used in investing activities (continuing operations)	(4,138)	(22,213)
Net decrease in cash and cash equivalents from discontinued operations	-	-
Total cash flows used in investing activities	(4,138)	(22,213)
Cash flows from financing activities (continuing operations)
Repayment of short-term borrowings	(5,379)	(1,920)
Proceeds from long-term borrowings	-	20,000
Dividends paid	(5,113)	-
Share Buyback	(960)	-
Net cash (used in)/ from financing activities (continuing operations)	(11,452)	18,080
Net decrease in cash and cash equivalents from discontinued operations	-	-
Total cash flows (used in)/ from financing activities	(11,452)	18,080
Net (decrease)/ increase in cash and cash equivalents	(3,718)	2,231
Cash and cash equivalents at beginning of year	10,117	8,261
Effects of currency translation on cash and cash equivalents	48	(375)
Cash and cash equivalents at end of year	6,447	10,117

The accompanying notes form an integral part of this financial report.

 

 

 

 

Notes to the Condensed Consolidated Financial Statements

 

1.             General information

 

Basis of preparation

These condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union (EU). 

 

The financial statements have been prepared under the historical cost convention as modified by the revaluation of derivative financial instruments. These condensed financial statements are for the year ended 31 December 2016 and should be read in conjunction with the Annual Report and Accounts for the year ended 31 December 2015 that was sent to all shareholders and is available on the Company's website. These financial statements are presented in Pounds Sterling (£).

 

This preliminary announcement does not constitute the Group's full financial statements for the year ended 31 December 2016. The auditors have reported on the Group's statutory accounts for the year ended 31 December 2016 under s495 of the Companies Act 2006, which do not contain statements under s498(2) or s498(3) of the Companies Act 2006 and are unqualified. The statutory accounts for the year ended 31 December 2016 will be filed with the Registrar of companies in due course.

 

Critical accounting estimates and judgements

The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

 

In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to valuation of acquired intangible assets, recoverability of deferred tax assets, provisions for doubtful debts, share based payments and carrying value of goodwill and other intangibles.

 

Valuation of acquired intangibles

Management identified and valued acquired intangible assets on acquisitions that were made during the periods disclosed in the financial statements. Management has applied judgements in identifying and valuing intangible assets separate from goodwill that consist of assessing the value of software, brands, intellectual property rights and customer relationships. The Board have a policy of engaging professional advisors on acquisitions with a purchase price greater than £10 million to advise and assist in calculating intangible asset values. The Group consistently applies the following methodologies for each class of identified intangible:

·      Customer relationships - Net present value of future cash flows

·      Intellectual Property - Cost to recreate the asset

·      Brands - Royalty relief method

 

Assumptions are made on the useful life of an intangible and if shortened, would increase the amortisation charge recognised in the income statement.  

 

There are a number of assumptions in estimating the present value of future cash flows including management's expectation of future revenue, renewal rates for subscription customers, costs, timing and quantum of future capital expenditure, long-term growth rates and discount rates.

 

In addition to identifying and valuing intangible assets, a key judgement relates to identifying the date on which the Group assumes control of acquisitions. For the GlobalData Holding Limited acquisition detailed in note 11, management identified the date of control as 6 January 2016, as this is when a tax clearance and an irrevocable commitment to vote in favour of the resolutions to approve the transaction were obtained.

 

Recoverability of deferred tax assets

The Group has recognised a significant deferred income tax asset in its financial statements which requires judgement for determining the extent of its recoverability at each balance sheet date. The Group assesses recoverability with reference to Board approved forecasts of future taxable profits. These forecasts require the use of assumptions and estimates. Where the temporary differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits. A deferred tax asset additionally exists in relation to the temporary tax and accounting difference in relation to the share based payment scheme. Additional disclosures on the calculation of share based payments are provided in note 10.

 

Provision for doubtful debts

The Group is required to judge when there is sufficient objective evidence to require the impairment of individual trade receivables. It does this on the basis of the age of the relevant receivables, external evidence of the credit status of the customer entity and the status of any disputed amounts. The Group will also review the previous payment profile of the customer and liaise with the customers' management team before concluding on whether a provision is required.

 

Share based payments

The Group operates a share based compensation plan under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options and awards is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market service and performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period). Non-market vesting conditions are included in assumptions about the number of options and awards that are expected to vest. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified existing conditions are to be satisfied. At each reporting date, the entity revises its estimates of the number of options and awards that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity. The significant judgements involved in calculating the share based payments charge are the fair value at the date of grant which is determined by using the Black-Scholes model, the senior management retention rate which is determined with reference to historical churn and the estimated vesting periods which are determined with reference to the Group's forecasts. Additional disclosures on the calculation of share based payments are provided in note 10.

 

Carrying value of goodwill and other intangibles

The carrying value of goodwill and other intangibles is assessed at each reporting date to ensure that there is no need for impairment. Performing this assessment requires management to estimate future cash flows to be generated by the related cash generating unit, which entails making judgements including the expected rate of growth of sales, margins expected to be achieved, the level of future capital expenditure required to support these outcomes and the appropriate discount rate to apply when valuing future cash flows.

 

Going concern

The Group meets its day-to-day working capital requirements through free cash flow. Based on cash flow projections the Group considers the existing financing facilities to be adequate to meet short-term commitments.

 

The existing finance facilities were issued with debt covenants which are measured on a quarterly basis. Management have reviewed forecasted cash flows and there is no indication that there will be any breach in the next 12 months.

 

The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about the Group's ability to continue as a going concern. Accordingly, the Group has prepared the annual report and financial statements on a going concern basis.

 

2.             Accounting policies

 

This report has been prepared based on the accounting policies detailed in the Group's financial statements for the year ended 31 December 2016.

 

3.             Segmental analysis

 

The principal activity of GlobalData Plc and its subsidiaries is to enable organisations in the Consumer, ICT and Healthcare markets to gain competitive advantage by providing unique, high quality business information and services across multiple platforms.

 

IFRS 8 "Operating Segments" requires the segment information presented in the financial statements to be that which is used internally by the chief operating decision maker to evaluate the performance of the business and to decide how to allocate resources. The Group has identified the Executive Directors as its chief operating decision maker.

 

Business information is provided to customers through one single brand via multiple channels by a dedicated content team that is centrally managed by Research Directors who report directly to the Executive Directors. Business information is therefore considered to be the operating segment of the Group.

 

The Group profit or loss is reported to the Executive Directors on a monthly basis and consists of earnings before interest, tax, depreciation, amortisation, central overheads and other adjusting items.

 

A reconciliation of Adjusted EBITDA to loss before tax from continuing operations is set out below:

 

	Year ended 31 December 2016	Year ended 31 December 2015
	£000s	£000s
Business Information	100,013	60,466
Total Revenue	100,013	60,466
Adjusted EBITDA	20,580	12,002
Other expenses (see note 4)	(20,267)	(12,443)
Depreciation	(725)	(676)
Amortisation (excluding amortisation of acquired intangible assets)	(1,152)	(800)
Finance costs	(955)	(886)
Loss before tax from continuing operations	(2,519)	(2,803)

 

Geographical analysis

 

From continuing operations

 

Year ended 31 December 2016	UK	Europe	Americas	Rest of World	Total
	£000s	£000s	£000s	£000s	£000s
Revenue from external customers	22,840	27,598	35,580	13,995	100,013

 

Year ended 31 December 2015	UK	Europe	Americas	Rest of World	Total
	£000s	£000s	£000s	£000s	£000s
Revenue from external customers	15,075	17,758	20,470	7,163	60,466

 

 

Intangible assets held in the US were £13.5 million, of which £11.6 million related to Goodwill. The Group also holds £2.6 million of deferred tax asset in the US. All other non-current assets are held in the UK. There were no major customers. The largest customer represented less than 2% of the Group's consolidated revenue.

 

4.             Other expenses

 

	Year ended 31 December 2016	Year ended 31 December 2015
	£000s	£000s
Restructuring costs	1,289	4,331
M&A costs	472	1,464
Items associated with acquisitions and restructure of the Group	1,761	5,795
Share based payments charge	2,764	2,066
Revaluation of short and long-term derivatives	770	216
Non-trading foreign exchange loss	1,571	774
Amortisation of acquired intangibles	13,401	3,592
Total other expenses	20,267	12,443

 

·      Restructuring costs relates to redundancies and other restructuring, largely in relation to the integration of acquisitions made during the current and comparative years.

·      The M&A costs relate to due diligence and corporate finance activity during the current and comparative years.

·      The share based payments charge relates to the share option scheme (see note 10).

·      The revaluation of short and long-term derivatives relates to movement in the fair value of the short and long-term derivatives (see note 7).

·      Non-trading foreign exchange losses relate to non-cash exchange losses made on non-trading items such as loans denominated in foreign currencies.

 

 

5.             Earnings per share

 

The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders of the parent company divided by the weighted average number of shares in issue during the year. The Group has a share options scheme in place and therefore the Group has calculated the dilutive effect of these options. The below table shows earnings per share for both continuing and discontinued operations:

	Year ended 31 December  2016	Year ended 31 December 2015
Continuing operations
Basic
Profit/ (loss) for the year attributable to ordinary shareholders of the parent company (£000s)	1,813	(3,109)
Weighted average number of shares (000s)	100,632	76,268
Basic earnings/ (loss) per share (pence)	1.80	(4.08)
Diluted
Profit/ (loss) for the year attributable to ordinary shareholders of the parent company (£000s)	1,813	(3,109)
Weighted average number of shares* (000s)	110,082	76,268
Diluted earnings/ (loss) per share (pence)	1.65	(4.08)
Discontinued operations
Basic
Loss for the year attributable to ordinary shareholders of the parent company (£000s)	(717)	(7,992)
Weighted average number of shares (000s)	100,632	76,268
Basic loss per share (pence)	(0.71)	(10.48)
Diluted
Loss for the year attributable to ordinary shareholders of the parent company (£000s)	(717)	(7,992)
Weighted average number of shares* (000s)	100,632	76,268
Diluted loss per share (pence)	(0.71)	(10.48)
Total
Basic
Earnings/ (loss) for the year attributable to ordinary shareholders of the parent company (£000s)	1,096	(11,101)
Weighted average number of shares (000s)	100,632	76,268
Basic earnings/ (loss) per share (pence)	1.09	(14.56)
Diluted
Profit/ (loss) for the year attributable to ordinary shareholders of the parent company (£000s)	1,096	(11,101)
Weighted average number of shares* (000s)	110,082	76,268
Diluted earnings/ (loss) per share (pence)	1.00	(14.56)

* Where the share options in issue are anti-dilutive in respect of the diluted loss per share calculation in 2016 and 2015; the options have not been included in the calculation.

 

Reconciliation of basic weighted average number of shares to the diluted weighted average number of shares:

	31 December 2016 No'000s	31 December 2015 No'000s
Basic weighted average number of shares	100,632	76,268
Share options in issue at end of year	9,450	7,558
Diluted weighted average number of shares	110,082	83,826

 

6.             Intangible assets

 

	Software	Customer relationships	Brands	IP rights	Goodwill	Total
	£000s	£000s	£000s	£000s	£000s	£000s
Cost
As at 31 December 2015	6,423	15,849	4,817	11,397	53,479	91,965
Additions: Business Combinations	461	9,726	5,878	11,132	57,824	85,021
Additions: Separately Acquired	682	-	-	-	-	682
Fair value adjustment	-	-	-	-	152	152
Foreign currency retranslation	112	-	-	-	-	112
Disposals	(101)	-	-	-	-	(101)
As at 31 December 2016	7,577	25,575	10,695	22,529	111,455	177,831
Amortisation
As at 31 December 2015	(4,346)	(10,615)	(641)	(4,463)	(9,360)	(29,425)
Additions: Business Combinations	(349)	-	-	-	-	(349)
Charge for the year	(1,023)	(2,944)	(1,956)	(8,630)	-	(14,553)
Foreign currency retranslation	(78)	-	-	-	-	(78)
Disposals	80	-	-	-	-	80
As at 31 December 2016	(5,716)	(13,559)	(2,597)	(13,093)	(9,360)	(44,325)
Net book value
As at 31 December 2016	1,861	12,016	8,098	9,436	102,095	133,506
As at 31 December 2015	2,077	5,234	4,176	6,934	44,119	62,540

 

Intangible asset additions as a result of business combinations are discussed in detail in note 11.

 

 

7.             Derivative assets and liabilities

		31 December 2016 £000s	31 December 2015 £000s
Short-term derivative assets		94	-
Short-term derivative liabilities		(1,089)	(201)
Long-term derivative liabilities		-	(24)
Net derivative liability		(995)	(225)

 

Classification is based on when the derivatives mature. The fair values of derivatives are expected to impact the income statement over the next year, dependant on movements in the fair value of the foreign exchange contracts. The movement in the year was a £770,000 charge to the income statement (2015: charge of £216,000). The large movement was caused by volatility in the foreign exchange market following the UK's decision to leave the European Union on 23 June 2016.

 

The Group uses derivative financial instruments to reduce its exposure to fluctuations in foreign currency exchange rates. 

 

 

The notional values of contract amounts outstanding are:

 

Expiring in the period ending:	Euro €'000	US Dollar $'000	Indian Rupee INR'000
31 December 2017	5,850	12,050	66,868

 

Fair value of financial instruments

 

Financial instruments are either carried at amortised cost, less any provision for impairment, or fair value.  

 

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

 

• Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

• Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and

• Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

 

As at 31 December 2016, the only financial instruments measured at fair value were derivative financial liabilities and these are classified as Level 2.

 

 

Type of Financial Instrument at Level 2	Measurement technique	Main assumptions	Main inputs used
Derivative assets and liabilities	Present-value method	Determining the present value of financial instruments as the current value of future cash flows, taking into account current market exchange rates	Observable market exchange rates

 

8.             Related party transactions

 

Mike Danson, GlobalData's Chief Executive, owned 69.7% of the Company's ordinary shares as at 24 February 2017. Mike Danson owns a number of businesses that interact with GlobalData Plc. The principal transactions are as follows:

 

Accommodation

GlobalData Plc occupies buildings which are owned by Estel Property Investments Limited, a company wholly owned by Mike Danson. The total rental expense, including service and management fees, in relation to the buildings owned by Estel Property Investments for the year ended 31 December 2016 was £2,061,500 (2015: £2,083,700).

 

Corporate support services

Corporate support services are provided to and from other companies owned by Mike Danson, principally finance, human resources, IT and facilities management. These are recharged to companies that consume these services based on specific drivers of costs, such as proportional occupancy of buildings for facilities management, headcount for human resources services, revenue or gross profit for finance services and headcount for IT services. The net recharge made from GlobalData Plc to these companies for the year ended 31 December 2016 was £922,900 (2015: £1,346,000).

 

Acquisition of GlobalData Holding Limited and disposal of B2B print business

On 6 January 2016, the Group acquired GlobalData Holding Limited (a related party by nature of ownership). Also in January 2016, the Group agreed to sell some of its non-core B2B print businesses, also to a related party. Further information on the acquisition can be found in note 11, with details of the disposal in note 12.

 

Loan to Progressive Trade Media Limited

As part of the disposal of the non-core B2B print businesses, the Group agreed to issue a loan to Progressive Trade Media Limited to fund the purchase consideration. This loan is for £4.5m and repayable in 5 instalments, with the first instalment due in January 2018. Interest of 2.25% above LIBOR is charged on the loan, with £125,000 charged in the year ended 31 December 2016.

Amounts outstanding

The Group has taken advantage of the exemptions contained within IAS 24 - Related Party Disclosures from the requirement to disclose transactions between Group companies as these have been eliminated on consolidation. The amounts outstanding for other related parties were:

 

Amounts due in greater than one year:

		31 December 2016	31 December 2015
		£000s	£000s
Progressive Trade Media Limited		4,625	-
		4,625	-

 

Amounts due within one year:

		31 December 2016	31 December 2015
		£000s	£000s
GlobalData Limited		-	26
GlobalData Publications Inc		-	(2)
Estel Property Group Limited		(617)	(618)
Progressive Media Venture Limited		-	589
World Market Intelligence Limited		557
Progressive Trade Media Limited		(75)	-
Attentio Research Limited		137	-
Progressive Media International Limited		14	-
		16	(5)

 

The Group has right of set off over these amounts.

 

GlobalData Limited and GlobalData Publications Inc were acquired as part of the acquisition of GlobalData Holding Limited and balances are therefore now eliminated on consolidation.

 

9.             Equity

 

Share capital

 

Allotted, called up and fully paid:

	31 December 2016		31 December 2015
	No'000	£000s	No'000	£000s
Ordinary shares at 1 January (1/14th pence)	76,268	54	76,268	54
Issue of shares: consideration GlobalData	26,078	19	-	-
Share buyback	-	-	-	-
Ordinary shares c/f 31 December (1/14th pence)	102,346	73	76,268	54
Deferred shares of £1.00 each	100	100	100	100
	102,446	173	76,368	154

 

 

GlobalData Holding Limited Acquisition

The Group issued 26,078,431 ordinary shares as consideration for GlobalData Holding Limited and its subsidiaries. These shares rank pari passu with the existing GlobalData Plc ordinary shares in issue.

 

Share Buyback

As detailed in note 10, during the period the Group purchased an aggregate amount of 270,000 shares at a total market value of £960,000.

 

Capital management

The Group's capital management objectives are:

·      To ensure the Group's ability to continue as a going concern

·      To fund future growth and provide an adequate return to shareholders and, when appropriate, distribute dividends

 

The capital structure of the Group consists of net debt, which includes borrowings and cash and cash equivalents, and equity.

 

The Company has two classes of shares. The ordinary shares carry no right to fixed income and each share carries the right to one vote at general meetings of the Company.

 

The deferred shares do not confer upon the holders the right to receive any dividend, distribution or other participation in the profits of the Company. The deferred shares do not entitle the holders to receive notice of or to attend and speak or vote at any general meeting of the Company. On distribution of assets on liquidation or otherwise, the surplus assets of the Company remaining after payments of its liabilities shall be applied first in repaying to holders of the deferred shares the nominal amounts and any premiums paid up or credited as paid up on such shares, and second the balance of such assets shall belong to and be distributed among the holders of the ordinary shares in proportion to the nominal amounts paid up on the ordinary shares held by them respectively.

 

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.

 

No person has any special rights of control over the Company's share capital and all its issued shares are fully paid.

 

With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association, the Companies Act and related legislation. The Articles themselves may be amended by special resolution of the shareholders. The powers of Directors are described in the Board Terms of Reference, copies of which are available on request.

 

Other reserve

The other reserve consists of a reserve created upon the reverse acquisition of the TMN Group Plc.

 

Foreign currency translation reserve

The foreign currency translation reserve contains the translation differences that arise upon translating the results of subsidiaries with a functional currency other than Sterling. Such exchange differences are recognised in the income statement in the period in which a foreign operation is disposed of.

 

Special reserve

The special reserve was created upon the capital reduction which occurred during 2013.

 

In order to facilitate the payment of dividends, the special reserve, constituted by an undertaking to the Court given in connection with the reduction of the Company's share premium account undertaken in May 2013, has been released in accordance with its terms pursuant to a resolution of the Board dated 23 February 2016 (all relevant creditors having been discharged or otherwise consented to the reduction). 

 

Merger reserve

The merger reserve was created to account for the premium on the shares issued in consideration for the purchase of GlobalData Holding Limited in 2016.

 

Treasury reserve

The treasury reserve contains shares held in treasury by the Group and in the Group's Employee Benefit Trust for the purpose of satisfying the exercise of share options under the Company's Employee Share Option Plan.

 

Dividends

The final dividend for 2015 was 2.5p per share and was paid in June 2016. The total dividend for the current year was 6.5 pence per share, with an interim dividend of 2.5 pence per share paid on 9 September 2016 to shareholders on the register at the close of business on 12 August 2016 and a final dividend of 4.0 pence per share to be paid on 12 May 2017 to shareholders on the register at the close of business on 18 April 2017. The ex-dividend date will be on 13 April 2017.

 

10.          Share Based Payments

 

The Group created a share option scheme during the year ended 31 December 2010 and granted the first options under the scheme on 1 January 2011 to certain senior employees. Each option granted converts to one ordinary share on exercise. A participant may exercise their options (subject to employment conditions) at any time during a prescribed period from the vesting date to the date the option lapses.  For these options to be exercised the Group's earnings before interest, taxation, depreciation and amortisation, as adjusted by the Remuneration Committee for significant or one-off occurrences, must exceed certain targets. The fair values of options granted were determined using the Black-Scholes model. The inputs used in the model were:

·      share price at date of grant

·      exercise price

·      time to maturity

·      annual risk-free interest rate and;

·      annualised volatility

 

The following assumptions were used in the valuation:

 

Award Tranche	Grant Date	Fair Value of Share Price at Grant Date	Exercise Price (Pence)	Estimated Forfeiture rate p.a.	Weighted Average of Remaining Contractual Life
Award 1	1 January 2011	£1.09	0.0714p	15%	3.0
Award 3	1 May 2012	£1.87	0.0714p	15%	3.0
Award 4	7 March 2014	£2.55	0.0714p	15%	3.0
Award 6	22 September 2014	£2.525	0.0714p	0%	3.0
Award 7	9 December 2014	£2.075	0.0714p	15%	3.2
Award 8	31 December 2014	£2.025	0.0714p	15%	3.2
Award 9	21 April 2015	£2.040	0.0714p	15%	3.2
Award 10	28 September 2015	£2.490	0.0714p	15%	4
Award 11	17 March 2016	£2.064	0.0714p	0%	3.0
Award 12	17 March 2016	£2.064	0.0714p	15%	3.3
Award 13	21 October 2016	£4.425	0.0714p	15%	3.3

 

Awards 2 and 5 have been fully forfeited.

 

The estimated forfeiture rate assumption is based upon management's expectation of the number of options that will lapse over the vesting period. The assumptions were determined when the scheme was set up in 2011 and are reviewed annually. Management believe the current assumptions to be reasonable based upon the rate of lapsed options.

 

Each of the awards are subject to the vesting criteria set by the Remuneration Committee. Following on from the acquisition of the GlobalData Healthcare and Consumer businesses, the targets were revised by the Remuneration Committee to take into account the transformed business.

 

	Vesting Criteria
	Group Achieves £10m EBITDA	Group Achieves £26.7m EBITDA	Group Achieves £35m EBITDA
Award 1-4	20% Vest	40% Vest	40% Vest
Award 6	N/a	50% Vest	50% Vest
Award 7	N/a	40% Vest	60% Vest
Award 8	N/a	50% Vest	50% Vest
Award 9	N/a	40% Vest	60% Vest
Award 10	N/a	N/a	100% Vest
Award 12	N/a	35% Vest	65% Vest
Award 13	N/a	35% Vest	65% Vest

 

Award 11 relates to options awarded to Executive Chairman, Bernard Cragg during 2016. The options will vest on 31 January 2019 and 31 January 2021 in equal tranches.

 

The total charge recognised for the scheme during the twelve months to 31 December 2016 was £2,764,000 (2015: £2,066,000). The awards of the scheme are settled with ordinary shares of the Company. During the period the Group purchased an aggregate amount of 270,000 shares at a total market value of £960,000. The purchased shares will be held in treasury and in the Group's Employee Benefit Trust for the purpose of satisfying the exercise of share options under the Company's Employee Share Option Plan.

 

 

Reconciliation of movement in the number of options is provided below.

	Option price (pence)	Number of options
31 December 2015	1/14th	7,557,840
Granted	1/14th	4,802,903
Forfeited	1/14th	(2,910,560)
31 December 2016	1/14th	9,450,183

 

 

The following table summarises the Group's share options outstanding at 31 December 2016:

 

Reporting date	Options outstanding	Option price (pence)	Remaining life (years)
31 December 2011	5,004,300	1/14th	3.7
31 December 2012	4,931,150	1/14th	4.3
31 December 2013	4,775,050	1/14th	3.3
31 December 2014	8,358,880	1/14th	2.5
31 December 2015	7,557,840	1/14th	2.5
31 December 2016	9,450,183	1/14th	3.2

 

 

11.          Acquisitions

 

GlobalData Holding Limited

On 6 January 2016 the Group acquired 100% of the share capital of GlobalData Holding Limited. The transaction was effected by a share for share exchange, in which GlobalData Plc issued 26,078,431 ordinary shares to the shareholders of GlobalData Holding Limited. Based on the Closing Price of 255 pence on 6 January 2016 (being the date of change of control), the acquisition value was £66.5 million.

 

The acquisition of GlobalData Holding Limited and its Healthcare business is a further enhancement to our business information proposition.

 

The amounts recognised for each class of assets and liabilities at the acquisition date were as follows:

 

		Carrying Value	Fair Value Adjustments	Fair Value
		£000s	£000s	£000s
Intangible assets consisting of:
Brand		-	5,697	5,697
Customer relationships		-	9,552	9,552
Intellectual Property and Content		-	10,522	10,522
Net assets acquired consisting of:
Tangible and intangible fixed assets		316	-	316
Cash		(614)	-	(614)
Trade receivables		2,416	(21)	2,395
Other receivables		1,126	(830)	296
Trade and other payables		(585)	-	(585)
Accruals and deferred revenue		(12,354)	(5)	(12,359)
Deferred tax		-	(4,639)	(4,639)
Fair value of net assets acquired		(9,695)	20,276	10,581

 

 

Fair Value
£000s
Consideration in shares				66,500
Less net assets acquired				(10,581)
Stamp duty paid on shares				312
Goodwill				56,231

 

In 2015 the acquired businesses had revenues of £19.1 million and profits before tax of £1.4 million. The business has generated revenues of £25.1 million and Adjusted EBITDA of £6.0 million in the year ended 31 December 2016. The goodwill that arose on the combination can be attributed to the assembled workforce, know-how and expertise. The Group incurred legal and professional costs of £0.8m in relation to the acquisition, which were recognised in other expenses.

 

Pharmsource

On 11 November 2016, the Group acquired the trade and assets of Pharmsource, a provider of market intelligence, data and analysis for the global contract bio/pharmaceutical industry.

 

The goodwill recognised in relation to the acquisition is as follows:

£000s
Consideration				1,952
Add carrying value of net liabilities acquired				605
Less fair value of intangible assets consisting of:
Brand				(181)
Customer relationships				(173)
Database				(610)
Goodwill				1,593

 

In line with the provisions of IFRS 3, further fair value adjustments may be required within the 12 month period from the date of acquisition. Any fair value adjustments will result in an adjustment to the goodwill balance reported above.

 

In 2015 the acquired business had revenues of US$1.5 million and loss before tax of US$0.1 million. The business has generated revenues of £0.2 million and Adjusted EBITDA of £0.0 million in the period from acquisition to 31 December 2016. If the acquisition had occurred on 1 January 2016, the Group year to date revenue for 2016 would have been £101.0 million and the Group loss before tax from continuing operations would have been £2.4 million.

 

The goodwill that arose on the combination can be attributed to the assembled workforce, know-how and expertise.

 

The Group incurred legal and professional costs of £0.04m in relation to the acquisition, which were recognised in other expenses.

 

Cash Cost of Acquisitions

 

The cash cost of acquisitions, which reconciles to the cash flow statement, is reconciled as follows:

 

	Year ended 31 December 2016 £000s	Year ended 31 December 2015 £000s
Acquisition of GlobalData Holding:
Stamp duty paid on shares	(312)	-
Cash acquired as part of opening balance sheet	(614)	-
Acquisition of Pharmsource	(1,952)	-
Acquisition of Verdict Research Limited	-	(20,679)
	(2,878)	(20,679)

 

12.          Disposal and discontinued operations

 

As the business becomes more focused on its business information offering, a number of legacy non-core business units have been discontinued in recent years.

 

On 19 January the group disposed of some of its non-core B2B print businesses to a related party. The disposal was for consideration of £1, together with a guaranteed loan of £4.5 million from the related party acquirers. The loan is discussed in more detail in note 8.

		Carrying Value
		£000s
Current assets consisting of:
Inventories		76
Trade and other receivables		6,292
Other receivables		278
Cash and cash equivalents		500
Total current assets		7,146
Current liabilities consisting of:
Trade payables		(270)
Deferred income		(1,068)
Accruals		(695)
Total current liabilities		(2,033)
Net assets disposed of		5,113

                                                                                 

 

 

The loss on disposal was calculated as follows:

 

		Fair Value £000s
Fair value of consideration		4,500
Less net assets disposed of		(5,113)
Loss on disposal		(613)

 

The loss on disposal has been included within administrative expenses within discontinued operations.

 

 

a)    The results of the discontinued operations are as follows;

			Year ended  31 December 2016	Year ended  31 December 2015
			£000s	£000s
Discontinued operations
Revenue			8	10,145
Cost of sales			(73)	(10,013)
Gross (loss)/ profit			(65)	132
Administrative costs			(652)	(8,925)
Loss before tax from discontinued operations			(717)	(8,793)
Income tax credit			-	801
Loss for the year from discontinued operations			(717)	(7,992)

 

b)    Loss before tax

 

			Year ended  31 December 2016	Year ended  31 December 2015
This is arrived at after charging:			£000s	£000s
Amortisation			-	409
Impairment			-	6,225

 

 

c)    Cash flows from discontinued operations

			Year ended 31 December 2016	Year ended  31 December 2015
			£000s	£000s
Cash outflows from operating activities			(604)	(1,624)
Total cash outflows from discontinued operations			(604)	(1,624)