Beruflich Dokumente
Kultur Dokumente
Interim Report
2011
Dealogic provides investment banks globally with a management platform comprising sophisticated technology, unique content and professional support. The platform helps optimize performance by improving strategy, competitiveness, productivity and execution. Dealogic works in partnership with every major investment bank in the world to help them better understand their clients and the competitive landscape so they can allocate resources and execute deals more effectively. Dealogic has over 28 years of experience with a particular focus on capital markets origination, syndication, investment banking coverage, and strategy with every one of the top 50 banks in the world utilizing the management platform.
Contents
Page
The Reports
Highlights Chairmans Statement 1 2
Highlights
Revenue growth of 20.6% to US$58.0 million (H1 2010: US$48.1 million) supported by stronger global capital market activity Significant further investment in the technology platform, people and global footprint Operating profit up 8.7% to US$17.7 million (H1 2010: US$16.3 million); after expenses of US$2.0 million in connection with the evaluation of a potential acquisition Operating margin of 30.6% (H1 2010: 33.9%); with profit before tax of US$17.6 million (H1 2010: US$16.8 million); and diluted earnings per share of 18.8 cents per share (H1 2010: 14.4 cents) Free cash flow(1) of US$17.3 million for the period, with net cash of US$6.9 million at the end of the period Interim dividend of 2.5 pence (equivalent to 4.1 cents at $1.60) payable on 8 November 2011
First half 2011 Revenue Operating profit Profit before tax Profit for the period Basic earnings per share Diluted earnings per share Interim dividend per share US$000 US$000 US$000 US$000 cents cents pence cents Notes
(1) (2)
First half 2010 48,051 16,305 16,775 10,959 14.6 14.4 2.0 3.1
Operating cashflow before interest less capital expenditure and capitalised development costs Translated at an exchange rate of $1.60
Chairmans Statement
Introduction
The company performed well in the first six months of 2011. Revenues were $58.0 million ($48.1 million 2010), a growth of 21% over the same period last year, resulting from the continued growth in our underlying contract base and an active new issue market. Profit before tax was $17.6 million (2010: $16.8 million) and, with an increase in the underlying tax rate from 36.1% to 38.8% due to non-deductible acquisition evaluation costs, profit after tax for the period reduced slightly to $10.9 million (2010: $11.0 million). Diluted earnings per share increased by 30.6% to 18.8 cents (2010: 14.4 cents) due to the reduction in the average number of shares in issue following the tender offer in June 2010. Operating cash flows of $27.5 million (2010: $18.5 million) were generated during the six month period and total cash-flow, before the purchase and sale of shares and movements in bank loans and financial assets, amounted to $7.4 million (2010: $3.1 million). At the end of the period the group had cash of $25.4 million (2010: $20.7 million) against bank loans of $18.5 million (2010: $34.4 million) giving a net cash surplus of $6.9 million (2010: deficit of $13.7 million).
Results
Revenue increased by 20.6% (19.1% in constant currency terms) to $58.0 million (2010: $48.1 million) during the first half of 2011, with our underlying contracted revenue base again growing by more than 10% on the previous year. Capital markets activity was at a higher level and less volatile than in 2010. Total revenue in the Americas, EMEA and Asia grew by 19%, 2% and 83% respectively. Investment in staff and infrastructure continued, and we also established a new development centre in Budapest, Hungary. Total operating costs for the first six months were $40.3 million, an increase of 26.8% over the same period in 2010 (2010: $31.7 million). This increase resulted from rising staff costs, which increased by 27% compared to 2010, and a one-off charge of $2.0 million arising from the evaluation of an acquisition which was not completed. Operating profit improved by $1.4 million to $17.7 million although at a lower operating margin of 31% compared to 34% in 2010.
Interim Dividend
An interim dividend of 2.5 pence (4.1 cents), an increase of 25% in sterling terms on last year (2010: 2.0 pence, 3.1 cents), will be paid on 8 November 2011 to shareholders on the register on 31 October 2011.
Outlook
The first six months of this year was a period of relative stability in the global primary capital markets. More recently there has been a marked increase in volatility and uncertainty in the capital markets and we have seen a significant decline in transaction volumes. However we remain optimistic; and welcome all shareholders who wish to remain as shareholders in the unlisted company. I can assure you of your Boards commitment to build on our successes of the past through continued innovation, investment in our people and delivering best of breed products and services to our customers.
Principal Risks
Dealogic provides a sophisticated platform of technology, data and analytics 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 10 of the 2010 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 this interim report are forward-looking. Although the group believes that the expectations reflected in the report 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.
Notes Revenue Staff costs Depreciation of property and plant & equipment Amortisation of intangible assets Other operating income and expenses Operating profit Finance income Finance expenses Share of post-tax profit of associate Profit before income tax Income tax expense Profit for the period 4
7, 9 5 5
Other comprehensive income Currency translation differences recognised directly in equity Net change in fair value of available-for-sale financial assets Income tax on other comprehensive income Other comprehensive income for the period, net of income tax Total comprehensive income for the period
Cents
Cents
Cents
19.6 18.8
14.6 14.4
38.9 38.1
Notes ASSETS Non-current assets Property, plant and equipment Intangible assets Goodwill Capitalised development costs Other intangible assets Investment in associates Deferred tax assets
5,325 42,196 1,055 815 181 2,516 52,088 15,456 3,771 20,698 39,925 92,013
5,627 42,196 1,238 590 263 2,789 52,703 22,637 2,457 1,090 21,684 47,868 100,571
Current assets Trade receivables Other receivables Current deferred tax assets Cash and bank balances Total assets LIABILITIES Current liabilities Trade and other payables Deferred subscription income Loans and borrowings Current tax liabilities Provisions Net current assets Non-current liabilities Loans and borrowings Provisions Deferred tax liabilities Total liabilities Net assets EQUITY Capital and reserves Share capital Share premium Shares to be issued Capital redemption reserve Merger reserve Other distributable reserves Cumulative translation reserve Retained earnings Total equity
(9,519) (11,811) (5,984) (2,326) (765) (30,405) 9,520 (28,428) (3,426) (372) (32,226) (62,631) 29,382
(12,207) (15,173) (6,164) (4,378) (790) (38,712) 9,156 (15,410) (3,283) (436) (19,129) (57,841) 42,730
Notes Cash flows from operating activities Profit for the period Adjustments for: Income tax expense 6 Net finance expense/(income) 5 Depreciation of property, plant & equipment Amortisation of intangible assets Gain on disposals of available-for-sale financial assets Other operating income Share based payment charges Share of post-tax profit of associate Operating cash flows before movements in working capital and provisions Decrease/(increase) in trade and other receivables Increase/(decrease) in trade and other payables Decrease in provisions Cash generated by operations Interest paid Income tax paid Net cash generated by operating activities Cash flows from investing activities Net interest received Purchases of property, plant & equipment and other assets Development expenditure Dividends received from associate Redemption of available-for-sale financial assets Net cash used in investing activities Cash flows from financing activities Dividends paid Appropriations under the Exchange Rights Agreement Purchase of own shares into treasury Issue of own shares from treasury Shares repurchase tender offer Bank loan (repayments)/raised Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period Effect of exchange rate fluctuations on cash held in foreign currencies Cash and cash equivalents at the end of the period
6 Dealogic (Holdings) plc 2011 Interim Report
8 8
(7,187) (1,401) (167) 623 (68,807) 34,077 (42,862) (13,560) 34,261 (3) 20,698
(8,623) (1,682) (321) 1,352 (68,807) 20,219 (57,862) (12,908) 34,261 331 21,684
25,432
Share capital US$000 Share premium US$000 1,369 1,369 48,597 51,928 (68,807) (55,658) 48,597 51,928 (68,807) (55,658) (5,395) (179) (5,574) Merger reserve US$000 4,321 4,321
Capital Other Shares to redemption distributable be issued reserve reserves US$000 US$000 US$000
Retained earnings US$000 66,375 10,857 (9,547) 261 1,645 (779) 577 69,389
Total equity US$000 42,730 10,678 (9,547) 261 1,645 (779) 577 45,565
At 1 January 2011 Total comprehensive income for the period Transactions with owners Dividends and appropriations Employee share options Charge for the period Deferred tax Treasury shares Purchase of shares Issue of shares
At 30 June 2011
Share capital US$000 Share premium US$000 1,369 48,597 1,369 (58,125) (10,682) 1,419 51,928 (68,807) (55,658) 48,597 50,509 (55,658) (2,895) (1,203) (4,098) Merger reserve US$000 5,740 (1,419) 4,321
Capital Other Shares to redemption distributable be issued reserve reserves US$000 US$000 US$000
Retained earnings US$000 48,560 10,759 (8,588) 197 63 283 (167) 623 51,730
Total equity US$000 96,222 9,556 (8,588) 197 63 283 (167) 623 (58,125) (10,682) 29,382
At 1 January 2010 Total comprehensive income for the period Transactions with owners Dividends and appropriations Employee share options Charge for the period Income tax Deferred tax Treasury shares Purchase of shares Issue of shares Tender offer Purchase of ordinary shares Cancellation of shares in terms of the ERA Cancellation of ordinary shares
At 30 June 2010
The Merger Reserve arose from the group restructuring in 2004 and the Other Distributable Reserves arose from the tender offer in June 2010.
1. Reporting entity
Dealogic (Holdings) plc is a company domiciled in the United Kingdom. The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2011 comprise the Company and its subsidiaries (together referred to as the group) and the groups interests in associates and jointly controlled entities. The group provides a platform for investment banking and capital markets professionals globally to help improve strategy, competitiveness, and execution. This report will be sent to all holders of the Companys ordinary shares. The consolidated financial statements of the group as at and for the year ended 31 December 2010 are available upon request from the Companys 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 . 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 2010. These condensed consolidated interim financial statements were approved by the directors on 19 September 2011.
3. 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 groups 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 2010. During the six months ended 30 June 2011 management reassessed its estimates in respect of income taxes and deferred taxes.
4. 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 segments should reflect the geographic split of the business. The group has three reportable segments: Europe, Middle East and Africa (EMEA); Americas; and Asia.
EMEA US$000 Revenue Depreciation and amortisation Operating costs Contribution Inter-segment revenue/(costs) Operating profit Finance income Finance expenses Share of post-tax profit of associate Profit before income tax Income tax expense Profit for the year Reportable segment total assets Reportable segment total liabilities
6 months to June 2010
Americas US$000 30,919 (982) (13,862) 16,075 (7,313) 8,762 2 (72) 8,692 (3,859) 4,833 43,292 (16,173)
Asia US$000 10,571 (162) (4,355) 6,054 (4,053) 2,001 1 (1) 2,001 (656) 1,345 5,082 (1,696)
Total US$000 57,970 (1,803) (38,451) 17,716 17,716 41 (409) 276 17,624 (6,767) 10,857 103,154 (57,589)
16,480 (659) (20,234) (4,413) 11,366 6,953 38 (336) 276 6,931 (2,252) 4,679 54,780 (39,720)
EMEA US$000 Revenue Depreciation and amortisation Operating costs Contribution Inter-segment revenue/(costs) Operating profit Finance income Finance expenses Share of post-tax profit of associate Profit before income tax Income tax expense Profit for the year Reportable segment total assets Reportable segment total liabilities 16,172 (649) (12,903) 2,620 4,349 6,969 331 (45) 202 7,457 (1,875) 5,582 50,719 (50,712)
Americas US$000 26,098 (1,156) (12,351) 12,591 (5,267) 7,324 3 (5) 7,322 (3,343) 3,979 37,422 (11,508)
Asia US$000 5,781 (13) (4,674) 1,094 918 2,012 (14) (2) 1,996 (598) 1,398 3,872 (411)
Total US$000 48,051 (1,818) (29,928) 16,305 16,305 320 (52) 202 16,775 (5,816) 10,959 92,013 (62,631)
10
EMEA US$000 Revenue Depreciation and amortisation Operating costs Contribution Inter-segment revenue/(costs) Operating profit Finance income Finance expenses Share of post-tax profit of associate Profit before income tax Income tax expense Profit for the year Reportable segment total assets Reportable segment total liabilities 33,025 (1,245) (27,850) 3,930 13,116 17,046 1,353 (403) 426 18,422 (4,707) 13,715 51,505 (38,109)
Americas US$000 54,876 (2,292) (25,161) 27,423 (11,142) 16,281 6 (31) 16,256 (7,444) 8,812 43,587 (17,829)
Asia US$000 15,651 (138) (9,636) 5,877 (1,974) 3,903 9 (4) 3,908 (1,178) 2,730 5,479 (1,903)
Total US$000 103,552 (3,675) (62,647) 37,230 37,230 1,368 (438) 426 38,586 (13,329) 25,257 100,571 (57,841)
Group revenue includes revenue from the top ten global investment banks, none of which represent more than 10% of total revenue (2010: none). There are no reconciling items between figures presented above and the primary financial statements.
11
Total current tax Deferred tax Origination and reversal of timing differences UK tax Foreign tax
6,982
UK tax Foreign tax Total deferred tax Total tax on profit on ordinary activities
34 34 (215) 6,767
(393) 5,816
Income tax expense is recognised based on managements best estimate of the weighted average income tax rate expected for the full financial year, applied to the pre-tax income for the interim period. The groups consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2011 was 39.0% (1H 2010: 35.1%). The increase in the effective tax rate for the group was due to the smaller reduction in tax charges relating to prior years recorded in 2011 compared to 2010, and the increase in disallowable expenses for tax purposes. The underlying tax rate for 2011 was 38.8% (1H 2010: 36.1%).
12
In June 2010 the group entered into new bank loan facilities with a value of 23,000,000, comprising a mixture of medium term and revolving credit loans, which will expire on 10 June 2013. The facilities were initially denominated in GBP but later redenominated in USD. The repayment terms of the facility require quarterly repayments of US$1,541,000 plus a final payment of US$7,705,000 at the end of the term. The following loans are held and outstanding at the end of the period: Dealogic (Holdings) plc US$11,533,000 Dealogic LLC US$6,959,000 Over the course of the next 12 months the Company is scheduled to repay US$6,164,000 of the medium term loan facility. The rates of interest charged on each facility are at LIBOR plus a margin of 1.5%.
Net cash
2011 30 June Unaudited US$000 Cash and bank balances Loans and borrowings (current) Loans and borrowings (non-current) 25,432 (6,164) (12,328) 6,940
2010 2010 30 June 31 December Unaudited Audited US$000 US$000 20,698 (5,984) (28,428) (13,714) 21,684 (6,164) (15,410) 110
13
In addition, an interim dividend of 2.5 pence (4.1 cents) per ordinary share (2010: 2.0 pence, 3.1 cents), will be paid on 8 November 2011 to shareholders on the register on 31 October 2011. 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$1,784,000, will be accounted for when paid in the second half of 2011.
Both the Company and Employee Share Trust (EST) shares are held as Treasury Shares. During the period the Company purchased none (1H 2010: 53,377) of its own ordinary shares at a total cost of US$nil (2010: US$167,000). 75,500 (1H 2010: 115,301) shares were issued to satisfy the exercise of share options by employees. Since 1 July 2011, the Company has not purchased any further shares. On 19 July 2011, following de-listing, the Company cancelled their holding of 4,451,981 Treasury Shares. The EST purchased 146,571 (1H 2010: nil) shares at a total cost of US$750,000 (1H 2010: US$nil). 150,000 (1H 2010: 165,000) shares were issued to satisfy the exercise of share options by employees. Since 1 July 2011 the EST issued 43,000 shares to satisfy the exercise of share options by employees and purchased a further 34,739 shares. Shares purchased up to 30 June 2011 are excluded from the calculation of earnings per share from the date they were purchased by the Company. 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 2,928,180 (1H 2010: 3,116,609) shares it holds.
14 Dealogic (Holdings) plc 2011 Interim Report
Basic earnings per ordinary share Diluted earnings per ordinary share
19.6 18.8
15
member of the remuneration committee special adviser to the remuneration committee member of the audit committee member of the nomination committee
Helen Vincent Thanet House 231-232 Strand London WC2R 1DA J.P. Morgan Securities Ltd 10 Aldermanbury London EC2V 7RF KPMG Audit Plc 15 Canada Square Canary Wharf London E14 5GL HSBC Bank plc City Corporate Banking Centre 60 Queen Victoria Street London EC4N 4TR Nabarro LLP Lacon House 84 Theobalds Road London WC1X 8RW
Broker
Auditors
Principal Bankers
Legal Advisers
16
17
CONTACTS
New York 120 Broadway 8th Floor New York, NY 10271 USA t +1 212 577 4400 f +1 212 557 4545 usinfo@dealogic.com London Thanet House 231-232 Strand London, WC2R 1DA UK t +44 20 7379 5650 f +44 20 7379 7505 ukinfo@dealogic.com Hong Kong 1001-8, 10/F Man Yee Building 68 Des Voeux Road Central, Hong Kong t +852 3698 4700 f +852 2529 4377 hkinfo@dealogic.com Tokyo Urban Square Yaesu Bldg 4F 2-4-13 Yaesu, Chou-Ku Tokyo 104-0028, Japan t +813 3516 8766 f +813 3516 8768 jpinfo@dealogic.com
Sydney Level 8, Suite 6 3 Spring Street, Sydney New South Wales 2000 Australia t +61 2 8249 4435 f +61 2 8249 4001 auinfo@dealogic.com
Mumbai #1007, Level 1, Trade Centre Bandra Kurla Complex Bandra (East) Mumbai - 400 051 India t +91 22 4070 0030 indinfo@dealogic.com
Budapest B-5 Terz krt 55-57 Budapest - 1062 Hungary t +36 1 475 1255 huinfo@dealogic.com