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WIL Wilmington Plc

375.00
0.00 (0.00%)
09 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Wilmington Plc LSE:WIL London Ordinary Share GB0009692319 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 375.00 368.00 374.00 374.00 351.00 351.00 5,053 16:35:01
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Information Retrieval Svcs 123.5M 20.2M 0.2269 15.91 321.24M

Wilmington PLC Interim Results (5853F)

22/02/2018 7:02am

UK Regulatory


Wilmington (LSE:WIL)
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TIDMWIL

RNS Number : 5853F

Wilmington PLC

22 February 2018

22 February 2018

WILMINGTON PLC

('Wilmington', 'the Group' or 'the Company')

Financial Results for the six months ended 31 December 2017

Wilmington plc, the provider of information, education and networking services in Risk & Compliance, Professional, and Healthcare knowledge areas, today announces its interim results for the six months ended 31 December 2017.

Financial Highlights

 
             -               Group revenues for the period up 6% (underlying(1) down 3%) to GBP58.2m (2016: GBP54.8m) 
             -               Adjusted EBITA(2) increased 3% to GBP10.0m (2016: GBP9.7m) 
             -               Adjusted EBITA margins(3) at 17.1% (2016: 17.7%) reflecting in part the additional 
                             investment 
                             in digitisation and automated marketing 
             -               Adjusted Profit before Tax(4) up 2% to GBP9.0m (2016: GBP8.8m) 
             -               Adjusted Earnings per Share(5) up 2% at 7.97p (2016: 7.81p) 
             -               Operating Profit at GBP3.0m (2016: GBP5.9m) 
             -               Profit before tax at GBP2.0m (2016: GBP5.0m) 
             -               Basic Earnings per Share at 1.43p (2016: 4.43p) 
             -               Deferred revenue up 9% to GBP26.3m (2016: GBP24.2m) 
             -               Interim dividend increased 3% to 4.0p (2016: 3.9p), in line with progressive dividend 
                             policy 
 

Operational Highlights

 
             -               Risk & Compliance revenue up marginally on 2016 with pleasing growth from Axco offset by 
                             lower 
                             in-house compliance training revenue. Investment in new compliance product lines showing 
                             good 
                             momentum. 
             -               Professional revenue down 5% with strong growth in Accountancy revenue offset by the loss 
                              of unprofitable revenue associated with exiting the legal practice support market 
             -               Healthcare revenue up 27% (down 3% on an underlying basis) driven by HSJ acquired January 
                              2017 
             -               Subscription and repeatable revenues at 77% of total revenue (2016: 78%) 
             -               International revenues at 41% of total revenue (2016: 43%) reflecting HSJ boost to UK 
                             revenue 
             -               Successful move to new London headquarters and transformation of the IT infrastructure 
                             enhances 
                             the working environment for UK staff 
             -               Digital learning and automated marketing investment progressing well 
 

Board Changes

 
             -               Martin Morgan joins the Board as Chairman on 1 May 2018 as announced separately today 
 

Acquisition Update

 
             -               Interactive Medica Group ("IM") acquisition, which was completed on 12 February 2018, 
                             strengthens 
                             Pharmaceutical data offerings, adds further scale and capability to the Healthcare 
                             Division 
                             and increases access to European markets 
 

Current Trading and Outlook

 
             -               Mixed performance in the first half of the year 
             -               Slower start to the year continues for Healthcare which has been impacted by weaker than 
                             expected 
                             sales to UK Pharmaceutical clients. Risk & Compliance and Accountancy (within 
                             Professional) 
                             performing well. 
             -               As in previous years Wilmington's trading performance remains second half weighted 
             -               Launch and roll out of new digital training programs and products showing promising 
                             initial 
                             traction 
             -               Further investment in the second half in automated marketing and digitisation as 
                             previously 
                             announced 
             -               Acquisition of IM expected to be earnings enhancing in first full year of ownership 
             -               Overall trading is broadly in line with expectations for the full year 
 

Pedro Ros, Chief Executive Officer, commented:

"We continue to make progress in digitising the business and making our offering more relevant and bespoke to clients. During the first half the Group has worked hard to transform its culture and work practices, successfully completing the London property move, with an emphasis on 'One Wilmington'.

The second half of the year tends to be more profitable for Wilmington, and will be aided by recent acquisition contributions. As we move into the next six months, we will continue to focus our attention on developing and enhancing the next generation of digital training products and learning support systems to leverage rapidly changing client demands."

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement this inside information is now considered to be in the public domain.

(1) Underlying Revenue - Revenue eliminating the impact of any acquisitions or disposals made in the year

(2) Adjusted EBITA - see note 5

(3) Adjusted EBITA margins - Adjusted EBITA divided by Revenue

(4) Adjusted Profit before Tax - see note 5

(5) Adjusted Earnings per Share - see note 11

For further information, please contact:

 
 
               Wilmington plc                                        020 7422 6800 
             Pedro Ros, Chief Executive Officer 
              Anthony Foye, Chief Financial Officer 
 
               FTI Consulting                                        020 3727 1000 
             Charles Palmer / Emma Hall / Leah Dudley 
 

Notes to Editors

Wilmington plc is the recognised knowledge leader and partner of choice for information, education and networking in Risk & Compliance, Professional and Healthcare areas. Capitalised at approximately GBP215 million, Wilmington floated on the London Stock Exchange in 1995.

Operating and Financial Review

Revenue for the six-month period was up (6%) against the same period last year (up 6% on a constant currency basis) supported by the acquisition of Health Service Journal ("HSJ"). Adjusting for acquisitions, underlying revenue was down 3%. Underlying revenue performance partially reflects the exit from the legal practice support market combined with delays previously highlighted in our in-house compliance training assignments and a recent slowdown in the UK Pharmaceutical area of our healthcare business. Wilmington overall saw revenue growth in Risk & Compliance and 27% growth in Healthcare driven by HSJ with the Professional division marginally down.

Revenue grew GBP3.4m to GBP58.2m (2016: GBP54.8m) and Adjusted EBITA grew GBP0.3m (3%) to GBP10.0m (2016: GBP9.7m). HSJ, acquired in January 2017, contributed GBP4.8m to revenue and GBP0.9m to EBITA. EBITA margins at 17.1% were down marginally, compared to 2016 (17.7%) reflecting to some extent the planned operational investments in our digitisation initiatives and the start of the rollout of Marketo(R) , our new automated marketing system outlined in the 2017 annual report.

Finance costs, which include interest charges and associated costs, increased to GBP1.0m from GBP0.9m reflecting the higher average debt levels in this period compared to the same period in 2016. This higher level of debt is due primarily to GBP16.9m of acquisition and related spend during 2017 offset by the GBP7.3m received from the London property disposal in June 2017 and GBP4.5m of related costs including leasehold improvements, termination payments, and tax in respect of the replacement building.

The growth in Adjusted EBITA was offset by increased finance costs and translated into Adjusted Profit before Tax up 2% (GBP0.2m) to GBP9.0m (2016: GBP8.8m). Foreign currency translation impacts were only marginal in the period.

Business Vision and Strategy

Our vision, which acts as our guide and underpins our strategy, is:

"To be the recognised knowledge leader and partner of choice for information, education and networking in Risk & Compliance, Professional and Healthcare."

In achieving our vision, we aim to turn knowledge into competitive advantage for our clients.

Wilmington's strategy is to further develop its business into a knowledge-based model and structure focussing on serving the needs of chosen communities with an overall objective of becoming a single integrated international business. This business structure will maximise Wilmington's opportunities to help its clients and communities meet their information, education and networking requirements as well as drive operational efficiencies. As part of its evolution, Wilmington has, and is continuing to be, more focussed on its core communities that provide a higher quality of earnings.

Capital Markets Day

In May 2018 we will be hosting a Capital Markets Day at our new London offices to showcase our products, our business leaders and to explain in more detail our operational progress to date.

Learning management systems update

We have made further progress in developing products for the evolving digital learning market. Wilmington, like its larger competitors, is positioning itself to take advantage of rapidly changing client demands and is investing, as well as in its existing digital areas, into blended digital learning solutions, courses and packages. In our operational decision-making process we are increasingly taking a "digital first" approach to new training product launches and in support we have invested significant resource in setting up and developing the next generation of digital training products and learning support systems. During 2016/17 we set up a dedicated e-learning team using Totara(c) as our learning management system. Totara(c) integrates with other key systems such as SalesForce and our new automated marketing system Marketo(R) and provides the end-to-end platform for all our products facilitating an ambitious and ultimately seamless roll out of new digital training product.

As previously announced we have identified up to 250 existing training courses across the Group which can be repurposed and restructured as blended digital training products; learning and building from the established pioneering digital training programs of SWAT and AMT and coordinated by the newly formed e-learning team. The blended approach uses a combination of reading materials, online discussion forums, personalised support, interim assessments and feedback to improve the user experience, outcomes and ultimately the return on our client's investment. To date we have 46 existing training courses under conversion, to be completed by the end of the year.

Wilmington already has an extensive back catalogue of digital products including webinars, talking heads and multi-channel products which are largely produced in dedicated facilities within our UK offices.

We expect to see many commercial advantages from our digital learning expansion aided by a greater ability to repurpose and repackage products across Wilmington's communities and other opportunities, for example allowing access to overseas markets currently uneconomic for us to address. We expect these investments and opportunities to be reflected in higher operating margins principally in our Professional division in the medium term.

Update on Project Sixth Gear and New London Office

With the appointment of the new Divisional director for the Professional Division on 1 July 2017 an emphasis of Project Sixth Gear has been the closer integration of our post qualification professional training businesses onto single integrated platforms. As a result of this move towards single platforms in November 2017 we have also now completed the final integration of the remaining UK credit control teams with all credit control activities now based in Basildon.

During the period we initiated the migration of all our UK IT infra-structure to a UK based third party specialist. In doing this we are transforming our IT Services to improve the experience for our global workforce in 24 offices. We are consolidating four IT support functions into one, introducing 24/7 support for all staff, and standardising our approach to business continuity. A shared hosting facility for our internal systems giving us Tier 3 and ISO 27001 data centres for extra security and a common disaster recovery position has also been introduced. A third of our workforce is now benefitting from the new services, and we are on track to complete the migration for all staff and offices by the end of this financial year.

This initiative to outsource IT has not only strengthened our systems and increased efficiency but has enabled improved communication, work station flexibility and remote working as well as reducing our office property requirements. The new structure, whilst improving business continuity protection, also offers flexible working for our people which in turn helps with talent attraction and retention. The costs of this project were GBP1.1m and are shown as an adjusting item. The project includes restructuring costs in respect of our separate IT departments across the UK.

On 2 January 2018 we officially opened our new centralised London offices which now houses 300 of our London based staff and consolidates our London office requirements. This investment represents an important step in improving collaboration and moving to the objective of a "One Wilmington" culture.

We are nearing the end of the consolidation process surrounding Project Sixth Gear which we expect to be completed during 2017/18.

Acquisitions

On 12 February 2018 Wilmington completed the acquisition of the Interactive Medica group of companies ("IM") for an initial net cash consideration of EUR2.2m with an adjustment for working capital, and further deferred consideration of up to EUR1.6m subject to IM achieving stretching annual revenue targets for the periods to 31 December 2019.

IM provides Wilmington with the high-quality technology solutions that enables the users of our market leading information to capture, present and analyse both numeric and text information. The addition of the IM technology will offer Wilmington's pharmaceutical clients the ability to support an increasingly complex "go to market" strategy which in turn will enable them to engage with multiple stakeholders in the healthcare ecosystem.

In recent years, the increased sophistication of sales messages and the need to demonstrate cost effective outcomes for drugs and other products to be adopted by national health services or private insurers, has meant it is more important than ever to have access to the right information at the right time. IMs proven technology will not only enhance Wilmington's existing product offerings in the UK but will increase its ability to access other European markets; an area where Wilmington is actively looking to expand its offerings.

Wilmington has been acquisitive in the past and we will continue to review opportunities to enhance growth and to add expertise through selective earnings enhancing acquisitions consistent with our strategy. Our priority areas for capital allocation remain compliance, insurance and healthcare as we focus on adding further scale and expertise to our existing market positions.

Our People

As an increasingly digital information education and networking business, operating in dynamic and competitive markets, we are fundamentally reliant upon the quality and professionalism of our people. We would once again like to express our own and our fellow Board members' appreciation of the hard work and dedication of all our people. We would also like to take the opportunity to welcome our new colleagues from Interactive Medica to the Wilmington family.

Board changes

Following from the announcement of Mark Asplin's intention to step down as Chairman we are pleased to announce the appointment of Martin Morgan as Chairman. Martin Morgan will take over as Chairman on 1 May 2018.

We are also pleased to confirm, as previously announced, that Richard Amos will join the Board on 1 March 2018 succeeding Anthony Foye as Chief Financial Officer.

Dividend

The Board's policy is to pay a progressive dividend reflecting our confidence in the vision and resilience of our business models. We are pleased to confirm that the interim dividend for this year will be 4.0p (2016: 3.9p) per share, an increase of 3% on last year. It is the Board's intention to maintain its progressive dividend policy whilst ensuring that a suitable dividend cover of at least two times adjusted earnings per share compared to the dividend per share is maintained.

The interim dividend of 4.0p per share will be paid on 6 April 2018 to shareholders on the share register as at 9 March 2018, with an associated ex-dividend date of 8 March 2018.

Business Review

Risk and Compliance (34% of Group revenue, 43% of Group contribution)

This division provides in-depth regulatory and compliance accredited training and information, market intelligence, and analysis. It focuses on the international financial services and international insurance markets as well as the UK pensions industry. The main community that uses our offerings is risk and compliance officers globally.

 
                  2017    2016     Movement 
                 GBP'm   GBP'm   GBP'm    % 
 Revenue          19.6    19.5     0.1    0 
 Contribution      5.2     5.6    -0.4   -7 
 Margin %           27      29 
 

Divisional revenue was up GBP0.1m compared to 2016. We saw excellent growth from the Risk businesses offsetting a slight decrease in the compliance businesses with Axco our insurance market intelligence business recording encouraging growth of 8%.

Compliance

Our Compliance business, which accounts for just over 50% of the division's revenue, saw revenue down by GBP0.3m compared to a strong comparator in 2016 largely due to client delays and rescoping of some in-house training assignments. We did however continue to see good performances in online and in public courses as well as growth in the new audit programs supported by continued strong momentum from the ICA membership drive. Reflected in the in-house delays we are seeing a growing trend away from larger enterprise wide assignments to specialist, more labour intensive bespoke assignments which now account for around 30% of our in-house program (up from around 10% last year). This combined with a downscale and rescope of one of the two major contracts we had won last year has reduced our expected in-house revenue in the first six months. In response to this new trend we have been increasing our library of accredited compliance programs and now have 47 courses (which compares to 43 courses last year).

The contract pipeline for in-house projects for both general and bespoke training remains robust and this, combined with deferred revenue up GBP0.7m (20%) at 31 December 2017, provides encouragement for the start of the second half year.

During the period we downsized our US office which was opened last year but had not gained the traction we had hoped for in US public courses. We transferred the responsibility for the US corporate in-house assignments won in the US to our team in the UK but the costs and lack of revenue resulted in an overall operational loss of GBP0.2m in the period.

Our audit training business ("ICA Audit") which provides support to client financial enterprises seeking to achieve ISO 19600 (Compliance Management Systems) has performed well in the period and has won further contracts with the forward pipeline building strongly.

Compliance Week US Governance Risk and Compliance ("GRC") events and information business reported revenue up 16% responding to the ongoing program of investment in new content and technology to reposition the business as a GRC resource centre which started in 2016/17.

The continued strong underlying performance and activity across our compliance businesses, notwithstanding the first six months, reflects general demand for accredited compliance training and qualifications and information supplied globally both for individual professionals and as part of corporate assignments. That demand is also reflected in growth of 27% in membership of the ICA, the global association for compliance professionals, over the period. Membership of the ICA has more than doubled over the last 12 months.

Risk

The Risk part of the division contains our insurance businesses: Axco, ICP and Inese and our Pensions business Pendragon. Overall revenue growth was 4% with Axco, the industry leading provider of insurance market intelligence, regulation and compliance information, reporting an 8% growth in revenue.

Overall divisional contribution was down GBP0.4m to GBP5.2m (2016: GBP5.6m). Margins were also down, reflecting, inter alia, reduced in-house compliance training revenue with an increased technical salary cost base to respond to the demand for more bespoke content and courses.

Professional (32% of Group revenue, 25% of Group contribution)

This division includes Wilmington's financial training businesses, financial networking events and our repositioned legal product lines. The Professional division provides expert and technical training as well as support services to professionals in corporate finance and capital markets and to qualified lawyers, expert witnesses and accountants in the UK in both the profession and in industry. This division serves primarily tier 1 banks, the international financial services industry, US Capital Markets and small to medium sized professional accountancy and law firms.

 
                  2017    2016     Movement 
                 GBP'm   GBP'm   GBP'm    % 
 Revenue          18.5    19.5    -1.0   -5 
 Contribution      3.0     2.7     0.3   10 
 Margin %           16      14 
 

Divisional revenue declined GBP1.0m (5%) of which the discontinued legal practice support business accounted for GBP0.5m.

The Accountancy products performed strongly, boosted by demand for courses on recent technical accounting changes including new UK GAAP and the impact on small and micro-entities. Wilmington also supports over 1500 practices in summarising the business context of the annual UK fiscal Budget for their clients. The impact of moving the annual UK fiscal budget from March to November meant a proportion of this revenue stream was realised in the first half of the year rather than the second half.

The legal product lines have seen a levelling out of demand previously associated with the October Continuing Professional Education ("CPE") year following the recent change to the CPE requirements. Investment bank training performed well with big client retentions and wins offset by slightly more challenged trading in the Asia Pacific market.

Good initial progress has been made on rolling out digital products as explained earlier in this report.

The division increased profits by GBP0.3m and increased associated margins benefiting from removing the loss making legal practice support revenue as well as good overhead control and the encouraging performance from the Accountancy product lines.

The next six months look encouraging with deferred revenue up 4%.

Healthcare (34% of Group revenue, 32% of Group contribution)

The Healthcare division provides analysis and clarity to customer-focused organisations predominantly in the Healthcare and Life Science markets, enabling them to better understand and connect with their markets. This division includes our UK healthcare information businesses, our Paris based European healthcare news agency, healthcare networking events and our legacy non-healthcare data suppression and charity information businesses. The main communities that use our offerings are healthcare professionals on an increasingly global basis.

 
                  2017    2016     Movement 
                 GBP'm   GBP'm   GBP'm    % 
 Revenue          20.1    15.8     4.3   27 
 Contribution      3.9     3.4     0.5   15 
 Margin %           20      22 
 

Divisional revenue grew GBP4.3m (27%) driven by a maiden contribution from HSJ (GBP4.8m) which performed well. Non-healthcare revenue which represents an increasingly smaller proportion of the division at 17% was down by GBP0.2m to GBP3.4m (2016: GBP3.6m) as expected. Overall revenue was down 3% on an underlying basis.

Within the division the Wilmington healthcare business (excluding HSJ) had a slower start than anticipated with overall revenue down 2% (GBP0.3m) albeit against a strong comparative period last year. High margin pharmaceutical contract wins in the traditionally strong November and December months, which mark the end of the UK pharmaceutical financial year, were weaker than expected, down GBP0.5m. This weaker demand was caused by delays and uncertainty over areas such as GDPR, and the greater involvement of the procurement function, all of which have started to feature in our clients' extended decision-making process. We have also continued to experience competitive pressures, particularly from Pan-European data offerings, which we will be in a better position to counter following the IM acquisition.

Deferred revenue increased by 20% (23% constant currency) led by HSJ and US healthcare events, but this was partly offset by UK healthcare deferred revenue which was down by GBP1.1m reflecting the revenue performance issues outlined above in December and November.

The sales pipeline for the second half of the year for the UK Healthcare pharmaceutical business is not as strong as we would have expected. Combined with the reduction of GBP1.1m in UK deferred income and a planned reduction in the number of US healthcare events this will make revenue growth more challenging overall for the full year.

Benefiting from a contribution of GBP0.9m from HSJ, overall contribution increased by 15% (GBP0.5m) to GBP3.9m (2016: GBP3.4m).

Group Overheads

Group overheads, which include plc Board costs, head office salaries, as well as unallocated central overheads, increased by GBP0.1m to GBP1.9m (2016: GBP1.7m).

Foreign Currency

All of our divisions are to varying degrees affected by translation impacts from foreign currency exchange rate movements. Wilmington in the year to 30 June 2017 generated around 20% of its revenue in US $ and 10% in Euros. During the year the Group entered into foreign currency contracts to sell $10m at an average rate of $1.31 and EUR5.0m at an average rate of EUR1.14 which was 80% of the expected net currency earnings for 2017/18.

Current Trading and Outlook

The performance of the Group in the first half year has been mixed. Healthcare has had a slower start than expected (which is continuing) whilst other parts of our business, particularly Insurance and Accountancy and our investments in new compliance products and content, are performing well.

The second half of the year tends to be more profitable for Wilmington and will be boosted by the expected positive impacts from IM and from the addition of a full six months of HSJ. The new areas of compliance, in addition to Insurance and Accountancy, have performed well and continue to do so. The second half of the year has also started well for in-house compliance assignments recovering from a slow start, and benefiting from the growth in deferred revenue at 31 December 2017. In the case of our Healthcare division non-pharma product demand is performing as expected but sales in the UK pharmaceutical side of the business continue to be adversely affected by uncertainties over GDPR, clients' extended decision making process, and the impact of Pan-European competition. All of these factors have also been reflected in a reduction to deferred revenue at 31 December 2017.

We continue to see tighter regulatory control and more complex legislation implemented in many of our key markets which in turn continues to drive the demand for our products and services globally. The Board will continue to review opportunities to add additional growth and expertise through organic investment and selective earnings enhancing acquisitions consistent with our strategy with emphasis on compliance, insurance and healthcare.

As we move into the second half, we look forward to delivering another good set of results for the full year with the business performing broadly in line with expectations.

Financial Review

Adjusted Results

Reference is made in this financial review to adjusted results as well as the equivalent statutory measures. Adjusted results, in the opinion of the Directors, can provide additional relevant information on our future or past performance where equivalent information cannot be presented using financial measures under IFRS. Adjusted results exclude adjusting items, profit on disposals of property, plant and equipment (to the extent it is material or significant in nature) goodwill impairment and intangible amortisation excluding computer software. As previously disclosed in the 2017 Annual Report, share based payments are now included in operating expenses and the adjusted results in all periods have been updated to reflect this.

 
                    2017    2016     Movement 
                   GBP'm   GBP'm    GBP'm   % 
 Revenue            58.2    54.8      3.4   6 
 Adjusted EBITA     10.0     9.7      0.3   3 
 Margin %           17.1    17.7 
 

Revenue

Revenue for the six months to 31 December 2017 increased by GBP3.4m (6%) to GBP58.2m (2016: GBP54.8m). Excluding the impact of acquisitions, underlying revenue was down 3% (2016 down 2%).

Operating Expenses before amortisation of intangibles excluding computer software, impairment of goodwill and intangible assets and adjusting items

Operating expenses before amortisation of intangibles excluding computer software, impairment of goodwill and intangible assets and adjusting items, were GBP48.2m (2016: GBP45.1m) up 7% reflecting, inter alia, ongoing investment in new staff and new systems.

Adjusting Items - included in Operating Expenses

Adjusting items of GBP3.5m (2016: GBP0.9m) includes GBP1.9m costs in respect of the London property portfolio review, GBP1.1m in respect of the IT outsourcing project. GBP0.2m increase in deferred consideration payable in respect of SWAT following improved financial forecasts, GBP0.2m in respect of aborted disposal expense and GBP0.1m of Project Sixth Gear costs.

Amortisation of Intangible Assets (excluding computer software)

Amortisation of intangible fixed assets (excluding computer software) at GBP3.4m (2016: GBP2.8m) reflecting six months of amortisation of intangible fixed assets arising on the acquisition of HSJ acquired in January 2017.

Operating Profit

Operating profit was GBP3.0m compared to an operating profit of GBP5.9m in 2016 due to additional adjusting items of GBP2.6m and additional amortisation of GBP0.6m, offset by increased adjusted EBITA (see note 5) which increased from GBP9.7m to GBP10.0m.

Finance Costs

Finance costs, which consist of interest payable and bank charges, were up GBP0.1m from GBP0.9m to GBP1.0m reflecting, inter alia, increased debt associated with GBP16.9m spent on the acquisition of HSJ and related costs since 1 January 2017 offset by net cash inflows from the disposal of our Underwood Street London property and strong cash generation.

Wilmington typically converts over 100% of its adjusted EBITA into funds from operations before adjusting items over a twelve-month financial period. The Group sees slightly lower cash conversion in the first half of its financial year and cash conversion in this period was at 78% compared to 82% last year.

Profit before Taxation

Profit before taxation was down GBP3.0m from GBP5.0m to GBP2.0m.

Taxation

Taxation decreased by GBP0.4m to GBP0.8m from GBP1.2m. The decrease in the tax expense is due to lower taxable profits but the higher average tax rate at 38% (2016: 23%) reflects inter alia GBP2.3m of adjusting items which do not attract a deduction for corporation tax purposes, and a deferred tax credit resulting from changes to the US corporation tax rate.

The underlying tax rate which ignores the tax effects of adjusting items was 22% (2016: 23%) which is the underlying rate we anticipate for the remainder of this financial year.

Earnings per Share

Adjusted Basic Earnings per Share increased by 2% to 7.97p (2016: 7.81p). Basic earnings per share decreased to 1.43p from 4.43p and diluted earnings per share decreased to 1.41p from 4.39p.

Goodwill

Goodwill decreased by GBP1.2m to GBP84.8m since 30 June 2017 due to currency translation impacts and a change in the provisional value of the deferred tax liability arising on the acquisition of Health Services Journal in the year ended 30 June 2017.

Intangible Assets

Intangible assets decreased since 30 June 2017 by GBP3.4m reflecting additions of GBP1.0m offset by exchange rate movements of GBP0.4m and offset by amortisation of GBP4.0m.

Property, Plant and Equipment

Property, plant and equipment increased since 30 June 2017 by GBP2.0m to GBP6.4m reflecting additions to tangible fixed assets of GBP2.9m including GBP2.4m of leasehold improvements, furniture and computer equipment relating to the London head office move.

Trade and Other Receivables

Trade and other receivables decreased by GBP1.6m compared to 31 December 2016 reflecting receivables transferred with the acquisition of HSJ offset by improved cash collection following the movement of all UK credit control functions to Basildon.

Trade and Other Payables

Trade and other payables, which include deferred revenue, were up GBP4.7m compared to 31 December 2016 reflecting the increase in trade payables of GBP2.6m and GBP2.1m increase in subscriptions and deferred revenue.

Subscriptions and deferred revenue, which represents revenue received in advance increased by 9% from GBP24.2m in 2016 to GBP26.3m. Underlying growth was 1% (constant currency) and HSJ contributed GBP2.2m to the increase. There was strong growth in deferred revenue balances for Compliance up 20% (GBP0.7m), Professional up 4%, offset by Healthcare (excluding FRA) down GBP1.1m, and Axco down GBP0.2m. FRA's deferred revenue was up GBP0.3m.

Net Debt

Net debt, which includes cash and cash equivalents, bank loans and bank overdrafts, was GBP45.9m (2016: GBP40.6m), an increase of GBP5.3m. Net debt increased, inter alia, due to the acquisitions of HSJ for GBP16.9m offset by good operating cash flow. In support of the acquisition of HSJ the Group increased its debt facility to GBP85.0m from GBP65.0m on 17 January 2017 under the accordion provision of the loan agreement. On 24 November 2017 this facility was reduced by GBP10.0m to GBP75.0m.

Current Tax Liabilities

Current tax liabilities were down by GBP0.1m to GBP0.7m at 31 December 2017.

Deferred Consideration

The liabilities of GBP1.5m and GBP0.9m relate to the deferred cash payments to the vendors of SWAT of GBP1.3m and to the vendors of Evantage of GBP1.1m.

Dividend

It is the Board's intention to pay a progressive dividend whilst ensuring a cover of at least two times the Group's adjusted earnings per share over the dividend per share in respect of the financial year. An interim dividend of 4.0p per share (December 2016: 3.9p) will be paid on 6 April 2018 to shareholders on the register as at 9 March 2018, with an associated ex-dividend date of 8 March 2018.

 
 Pedro Ros                  Anthony M Foye 
  Chief Executive Officer    Chief Financial Officer 
 

Officers

 
 Directors: 
 Mark Asplin 
  Non-Executive Chairman 
 Pedro Ros 
  Chief Executive Officer 
 Anthony Foye 
  Chief Financial Officer 
 
 Derek Carter 
  Senior Independent 
  Non-Executive Director 
 
  Nathalie Schwarz 
  Non-Executive Director 
 Paul Dollman 
  Non-Executive Director 
 
 Company Secretary: 
  Daniel Barton 
 
 
 
   Registered Office: 
 
   10 Whitechapel High Street 
   London 
   E1 8QS 
   Tel: +44 (0)20 7490 0049 
 
   Company Registration Number: 
   3015847 
 

Consolidated Income Statement

 
                                                                                                  Year 
                                                                                                 ended 
                                                          Six months        Six months 
                                                            ended 31          ended 31 
                                                            December          December         30 June 
                                                                2017              2016            2017 
                                                             GBP'000           GBP'000         GBP'000 
                                                 Notes   (unaudited)       (unaudited)       (audited) 
Continuing operations 
Revenue                                              6        58,159            54,813         120,329 
 
Operating expenses before amortisation of 
 intangibles excluding computer software, 
 impairment of goodwill and intangible assets 
 and adjusting items                                        (48,201)          (45,100)        (96,977) 
Adjusting items                                      7       (3,526)             (947)         (3,468) 
Amortisation of intangibles excluding computer 
 software                                            7       (3,407)           (2,820)         (6,028) 
Impairment of goodwill and intangible assets         7             -                 -         (2,366) 
-----------------------------------------------  -----  ------------      ------------      ---------- 
Operating expenses                                          (55,134)          (48,867)       (108,839) 
 
Other income - gain on sale of leasehold 
 property                                           7b             -                 -           6,333 
                                                        ------------      ------------      ---------- 
 
Operating profit                                               3,025             5,946          17,823 
                                                        ------------      ------------      ---------- 
 
Finance costs                                        8         (986)             (915)         (1,961) 
                                                        ------------      ------------      ---------- 
 
Profit before tax                                    5         2,039             5,031          15,862 
                                                        ------------      ------------      ---------- 
 
Taxation                                             9         (775)           (1,160)         (2,988) 
                                                        ------------      ------------      ---------- 
 
Profit for the year                                            1,264             3,871          12,874 
                                                        ------------      ------------      ---------- 
 Attributable to: 
Owners of the parent                                           1,245             3,853          12,836 
Non-controlling interests                                         19                18              38 
                                                        ------------      ------------      ---------- 
                                                               1,264             3,871          12,874 
Earnings per share attributable to the owners 
 of the parent: 
Basic (p)                                           11          1.43              4.43           14.72 
Diluted (p)                                         11          1.41              4.39           14.62 
                                                        ------------      ------------      ---------- 
Adjusted earnings per share attributable 
 to the owners of the parent: 
Basic (p)                                           11          7.97              7.81           19.05 
Diluted (p)                                         11          7.91              7.76           18.91 
                                                        ------------      ------------      ---------- 
 

The notes on pages 17 to 31 are an integral part of these consolidated financial statements.

Consolidated Statement of Comprehensive Income

 
                                                   Six months     Six months        Year 
                                                        ended          ended       ended 
                                                  31 December    31 December     30 June 
                                                         2017           2016        2017 
                                                  (unaudited)    (unaudited)   (audited) 
                                                      GBP'000        GBP'000     GBP'000 
 Profit for the period                                  1,264          3,871      12,874 
 Other comprehensive income/(expense): 
  Items that may be reclassified subsequently 
  to the Income Statement 
                                                -------------  -------------  ---------- 
 Fair value movements on interest rate swap 
  (net of tax)                                            150            336         431 
 Currency translation differences                       (909)          1,703         939 
 Net investment hedges (net of tax)                       437        (1,034)       (395) 
                                                -------------  -------------  ---------- 
 Other comprehensive (expense)/income for 
  the period, net of tax                                (322)          1,005         975 
                                                -------------  -------------  ---------- 
 Total comprehensive income for the period                942          4,876      13,849 
                                                -------------  -------------  ---------- 
 Attributable to: 
 Owners of the parent                                     923          4,858      13,811 
 Non-controlling interests                                 19             18          38 
                                                -------------  -------------  ---------- 
                                                          942          4,876      13,849 
                                                -------------  -------------  ---------- 
 

Items in the statement above are disclosed net of tax. The notes on pages 17 to 31 are an integral part of these financial statements.

Consolidated Balance Sheet

 
                                                  31 December   31 December     30 June 
                                                         2017          2016        2017 
                                                  (unaudited)   (unaudited)   (audited) 
                                          Notes       GBP'000       GBP'000     GBP'000 
 Non-current assets 
 Goodwill                                  12          84,812        73,737      86,028 
 Intangible assets                         12          28,526        29,879      31,911 
 Property, plant and equipment             12           6,443         4,899       4,444 
 Deferred tax assets                                      590           703         820 
 Derivative financial instruments           4              36             -           - 
                                                 ------------  ------------  ---------- 
                                                      120,407       109,218     123,203 
                                                 ------------  ------------  ---------- 
 Current assets 
 Trade and other receivables               13          28,233        29,881      28,444 
 Derivative financial instruments           4             178             -           - 
 Cash and cash equivalents                             11,965        17,233      10,687 
                                                 ------------  ------------  ---------- 
                                                       40,376        47,114      39,131 
                                                 ------------  ------------  ---------- 
 Total assets                                         160,783       156,332     162,334 
                                                 ------------  ------------  ---------- 
 
 Current liabilities 
 Trade and other payables                  14        (49,612)      (44,914)    (52,330) 
 Current tax liabilities                                (735)         (787)     (1,932) 
 Deferred consideration - cash settled                (1,477)         (177)       (177) 
 Derivative financial instruments          3a            (29)       (1,474)           - 
 Borrowings                                15         (1,647)       (1,237)       (925) 
                                                     (53,500)      (48,589)    (55,364) 
 
 Non-current liabilities 
 Borrowings                                15        (55,844)      (56,220)    (49,353) 
 Deferred consideration - cash settled                  (951)       (2,252)     (2,305) 
 Derivative financial instruments          3a           (510)         (769)       (662) 
 Deferred tax liabilities                             (3,213)       (4,154)     (4,585) 
 Provision for future purchase of 
  non-controlling interests                                 -         (100)       (100) 
                                                 ------------  ------------  ---------- 
                                                     (60,518)      (63,495)    (57,005) 
                                                 ------------  ------------  ---------- 
 Total liabilities                                  (114,018)     (112,084)   (112,369) 
                                                 ------------  ------------  ---------- 
 Net assets                                            46,765        44,248      49,965 
                                                 ------------  ------------  ---------- 
 
 Equity 
 Share capital                             16           4,371         4,362       4,362 
 Share premium                             16          45,225        45,225      45,225 
 Treasury shares                           16            (96)          (96)        (96) 
 Share based payments reserve                             814           683         898 
 Translation reserve                                    2,632         4,305       3,541 
 Accumulated losses                                   (6,235)      (10,297)     (4,051) 
                                                 ------------  ------------  ---------- 
 Equity attributable to owners of 
  the parent                                           46,711        44,182      49,879 
 Non-controlling interests                                 54            66          86 
                                                 ------------  ------------  ---------- 
 Total equity                                          46,765        44,248      49,965 
                                                 ------------  ------------  ---------- 
 

The notes on pages 17 to 31 are an integral part of these consolidated financial statements.

Consolidated Statement of Changes in Equity

 
                       Share capital, 
                        share premium       Share 
                         and treasury       based                                                      Non- 
                         shares (note    payments     Translation     Accumulated               controlling      Total 
                                  16)     reserve         reserve          losses      Total      interests     equity 
                              GBP'000     GBP'000         GBP'000         GBP'000    GBP'000        GBP'000    GBP'000 
 
 At 30 June 2016 
  (audited)                    49,478         886           2,602        (10,116)     42,850            153     43,003 
 Profit for the 
  period                            -           -               -           3,853      3,853             18      3,871 
 Other comprehensive 
  income/(expense) 
  for the period                    -           -           1,703           (698)      1,005              -      1,005 
                               49,478         886           4,305         (6,961)     47,708            171     47,879 
 Dividends                          -           -               -         (3,749)    (3,749)          (105)    (3,854) 
 Issue of share 
  capital                          13       (466)               -             453          -              -          - 
 Share based 
  payments                          -         263               -               -        263              -        263 
 Tax on share based 
  payments                          -           -               -            (40)       (40)              -       (40) 
 At 31 December 2016 
  (unaudited)                  49,491         683           4,305        (10,297)     44,182             66     44,248 
                      ---------------  ----------  --------------  --------------  ---------  -------------  --------- 
 Profit for the 
  period                            -           -               -           8,983      8,983             20      9,003 
 Other comprehensive 
  (expense)/income 
  for the period                    -           -           (764)             662      (102)              -      (102) 
                               49,491         683           3,541           (652)     53,063             86     53,149 
 Dividends                          -           -               -         (3,401)    (3,401)              -    (3,401) 
 Share based 
  payments                          -         215               -               -        215              -        215 
 Tax on share based 
  payments                          -           -               -               2          2              -          2 
 At 30 June 2017 
  (audited)                    49,491         898           3,541         (4,051)     49,879             86     49,965 
 Profit for the 
  period                            -           -               -           1,245      1,245             19      1,264 
 Other comprehensive 
  (expense)/income 
  for the period                    -           -           (909)             587      (322)              -      (322) 
                               49,491         898           2,632         (2,219)     50,802            105     50,907 
 Dividends                          -           -               -         (4,019)    (4,019)           (62)    (4,081) 
 Issue of share 
  capital                           9       (384)               -             375          -              -          - 
 Share based 
  payments                          -         300               -               -        300              -        300 
 Tax on share based 
  payments                          -           -               -            (27)       (27)              -       (27) 
 Movements in 
  non-controlling 
  interests                         -           -               -           (345)      (345)             11      (334) 
 At 31 December 2017 
  (unaudited)                  49,500         814           2,632         (6,235)     46,711             54     46,765 
                      ---------------  ----------  --------------  --------------  ---------  -------------  --------- 
 

The notes on pages 17 to 31 are an integral part of these consolidated financial statements.

Consolidated Cash Flow Statement

 
                                               Six months ended 31         Six months ended 31     Year ended 30 
                                                     December 2017               December 2016         June 2017 
                                                       (unaudited)                 (unaudited)         (audited) 
                                  Notes                    GBP'000                     GBP'000           GBP'000 
 
 Cash flows from operating 
 activities 
 Cash generated from operations 
  before adjusting items           17                        7,728                       7,962            26,653 
 Cash flows for adjusting items 
  - operating activities                                   (1,176)                     (1,073)           (1,510) 
 Cash flows from share based 
  payments                                                    (50)                        (87)              (87) 
                                         -------------------------  --------------------------  ---------------- 
 Cash generated from operations                              6,502                       6,802            25,056 
 Interest paid                                             (1,027)                       (880)           (1,656) 
 Tax paid                                                  (2,518)                     (1,996)           (3,905) 
                                         -------------------------  --------------------------  ---------------- 
 Net cash generated from 
  operating activities                                       2,957                       3,926            19,495 
                                         -------------------------  --------------------------  ---------------- 
 
 Cash flows from investing 
 activities 
 Purchase of businesses net of 
  cash acquired                                                  -                     (2,122)          (19,005) 
 Deferred consideration paid                                 (205)                     (1,295)           (1,295) 
 Purchase of non-controlling 
 interests                                                   (335)                           -                 - 
 Cash flows for adjusting items 
  - investing activities                                     (781)                       (116)           (1,327) 
 Purchase of property, plant 
  and equipment                                            (2,860)                       (579)           (1,300) 
 Cash flows from sale of 
  leasehold property                                             -                           -             7,300 
 Proceeds from disposal of 
  property, plant and equipment                                 31                          21                43 
 Purchase of intangible assets                             (1,047)                       (888)           (1,599) 
                                         -------------------------  --------------------------  ---------------- 
 Net cash used in investing 
  activities                                               (5,197)                     (4,979)          (17,183) 
                                         -------------------------  --------------------------  ---------------- 
 
 Cash flows from financing 
 activities 
 Dividends paid to owners of 
  the parent                                               (4,019)                     (3,749)           (7,150) 
 Dividends paid to 
  non-controlling interests                                   (62)                       (105)             (105) 
 Share issuance costs                                          (8)                         (5)               (5) 
 Cash flows for adjusting items 
  - financing activities                                      (23)                           -             (146) 
 Increase in bank loans                                      8,000                      11,650            27,702 
 Decrease in bank loans                                    (1,000)                     (3,546)          (25,593) 
 Net cash generated from/(used 
  in) financing activities                                   2,888                       4,245           (5,297) 
                                         -------------------------  --------------------------  ---------------- 
 
 Net increase/(decrease) in 
  cash and cash equivalents, 
  net of bank overdrafts                                       648                       3,192           (2,985) 
 Cash and cash equivalents, net 
  of bank overdrafts, at 
  beginning of the period                                    9,762                      12,438            12,438 
 Exchange (losses)/gains on 
  cash and cash equivalents                                   (92)                         366               309 
                                         -------------------------  --------------------------  ---------------- 
 Cash and cash equivalents, net 
  of bank overdrafts at end of 
  the period                                                10,318                      15,996             9,762 
                                         -------------------------  --------------------------  ---------------- 
 
 Reconciliation of net debt 
                                         -------------------------  --------------------------  -------------- 
 Cash and cash equivalents at 
  beginning of the period                                   10,687                      14,642          14,642 
 Bank overdrafts at beginning 
  of the period                    15                        (925)                     (2,204)         (2,204) 
 Bank loans at beginning of the 
  period                           15                     (49,781)                    (47,126)        (47,126) 
                                         -------------------------  --------------------------  -------------- 
 Net debt at beginning of the 
  period                                                  (40,019)                    (34,688)        (34,688) 
 Net increase/(decrease) in 
  cash and cash equivalents 
  (net of bank overdrafts)                                     556                       3,558         (2,676) 
 Net drawdown in bank loans                                (7,000)                     (8,104)         (2,109) 
 Exchange gain/(loss) on bank 
  loans                                                        570                     (1,376)           (546) 
                                         -------------------------  --------------------------  -------------- 
 Cash and cash equivalents at 
  end of the period                                         11,965                      17,233          10,687 
 Bank overdrafts at end of the 
  period                           15                      (1,647)                     (1,237)           (925) 
 Bank loans at end of the 
  period                           15                     (56,211)                    (56,606)        (49,781) 
                                         -------------------------  --------------------------  -------------- 
 Net debt at end of the period                            (45,893)                    (40,610)        (40,019) 
                                         -------------------------  --------------------------  -------------- 
 
 

The notes on pages 17 to 31 are an integral part of these consolidated financial statements.

Notes to the Financial Results

General information

The Company is a public limited company incorporated and domiciled in the UK. As of 15 December 2017 the address of its registered office is 10 Whitechapel High Street, London, E1 8QS. Prior to this date, the registered office address was 6 - 14 Underwood Street, London, N1 7JQ.

The Company is listed on the Main Market on the London Stock Exchange. The Company is a provider of information, education and networking to the professional markets.

This condensed consolidated interim financial information ('Interim Information') was approved for issue on

21 February 2018.

The Interim Information is neither reviewed nor audited and does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2017 were approved by the Board of Directors on 12 September 2017 and subsequently filed with the Registrar. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

1. Basis of preparation

This Interim Information for the six months ended 31 December 2017 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. The Interim Information should be read in conjunction with the Annual Financial Statements for the year ended 30 June 2017 which have been prepared in accordance with IFRSs as adopted by the European Union, and are available on the Group's website: wilmingtonplc.com.

The Group's forecast and projections, taking account of reasonably possible changes in trading performance, show that the Group will be able to operate well within the level of its current banking facilities. The Directors have therefore adopted a going concern basis in preparing the Interim Information.

2. Accounting policies

The accounting policies applied are consistent with those of the Annual Financial Statements for the year ended 30 June 2017, as described in those Annual Financial Statements. The following new standards, amendments and interpretations have been adopted in the current year:

 
 International Financial Reporting Standards (IFRS/IAS)              Effective for 
                                                                accounting periods 
                                                                    starting after 
------------------------------------------------------------  -------------------- 
 IAS 7 *   Disclosure initiative - Amendments to IAS 7              1 January 2017 
 IAS 12    Recognition of Deferred Tax Assets for Unrealised        1 January 2017 
  *         Losses - Amendments to IAS 12 
 IFRS 12   Annual improvements 2014-2016 cycle                      1 January 2017 
  * 
 

The following new standards and amendments to standards have been issued but are not yet effective for the purpose of the Interim Report and have not been early adopted.

 
 International Financial Reporting Standards (IFRS/IAS)           Effective for 
                                                             accounting periods 
                                                                 starting after 
---------------------------------------------------------  -------------------- 
 IFRS 2     Classification and Measurement of Share Based        1 January 2018 
  *          Payment Transactions - Amendments to IFRS 2 
 IFRS 9     Financial Instruments                                1 January 2018 
 IFRS 15    Revenue from Contracts with Customers                1 January 2018 
 IFRS 16    Leases                                               1 January 2019 
  * 
 IAS 28     Investments in Associates and Joint Ventures         1 January 2019 
  * 
 

Management is currently assessing the impact of the above new standards. In advance of the year starting 1 July 2018, the Group will put in place necessary processes to capture all of the adjustments and additional disclosures required for those standards taking effect before this date.

2. Accounting policies (continued)

IFRS 15 Revenue from Contracts with Customers replaces IAS 18 Revenue and related interpretations, introducing a single, principles based approach to the recognition and measurement of revenue from all contracts with customers. The new approach requires identification of performance obligations in a contract and revenue to be recognised when or as those performance obligations are satisfied, as well as additional disclosure. The Group is currently in the process of completing its review of the potential impact of adopting IFRS 15. The necessary processes to capture all of the adjustments and any additional disclosures required under IFRS 15 will be put into place before the beginning of the year starting 1 July 2018.

As previously disclosed in the 2017 Annual Report, the 2016 Annual Report was subject to review by the FRC in accordance with their routine statutory responsibilities. In response to the queries raised in this review, management liaised with the FRC to discuss and impartially evaluate the Annual Report and its compliance with IFRS and ESMA guidelines. As a result of the review and subsequent discussions the 2017 Annual Report included some enhanced disclosures which improved the quality of information presented. These enhanced disclosures, where relevant, have been reflected in the Interim Information presented for the six months ended 31 December 2017.

   3.                  Principal risks and uncertainties 

The principal risks and uncertainties that affect the Group are as stated on pages 25 to 33 of the strategic report in the Annual Report and Financial Statements for the year ended 30 June 2017. These remain unchanged since this date. The main financial risks that affect the Group are:

(a) Interest rate risk

Risk

The Group financing arrangements include external debt that is subject to a variable interest rate. The Group is consequently exposed to cash flow volatility arising from fluctuations in market interest rates applicable to that external finance. In particular, interest is charged on the GBP56m (2016: GBP57m) amount drawn down on the revolving credit facility at a rate of between 1.50 and 2.25 per cent above LIBOR depending upon leverage. Cash flow volatility therefore arises from movements in the LIBOR interest rates. Any undrawn amounts are charged a commitment fee at a rate of 0.9% (2016: 0.9%).

Group policy

The Group policy is to enter into interest rate swap contracts to maintain the ratio of fixed to variable rate debt at a level that achieves a reasonable cost of debt whilst reducing the exposure to cash flow volatility arising from fluctuations in market interest rates.

Risk management arrangements

The Group's interest rate swap contracts offset part of its variable interest payments and replace them with fixed payments. In particular, the Group has hedged its exposure to the LIBOR part of the interest rate via interest rate swaps, as follows:

-- a $7.5m interest rate swap commencing on 13 July 2015 and ending on 1 July 2020, whereby the Group receives interest on $7.5m based on the US Dollar LIBOR rate and pays interest on $7.5m at a fixed rate of 1.79%.

-- a GBP15.0m interest rate swap commencing on 22 November 2016 and ending on 1 July 2020, whereby the Group receives interest on GBP15.0m based on the LIBOR rate and pays interest on GBP15.0m at a fixed rate of 2.00%.

These derivatives have been designated as a cash flow hedge for accounting purposes. The net settlement of interest on the interest rate swap, which comprises a variable rate interest receipt and a fixed rate interest payment, is recorded in finance costs in the income statement and so is matched against the corresponding variable rate interest payment on the revolving credit facility. The derivatives are remeasured at fair value at each reporting date. This gives rise to a gain or loss, the entire amount of which is recognised in Other Comprehensive Income ('OCI') following the Directors' assessment of hedge effectiveness.

(b) Foreign currency risk

Risk

The currency of the primary economic environment in which the Group operates is Sterling, and this is also the currency in which the Group presents its financial statements. However, the Group has significant Euro and US Dollar cash flows arising from international trading and overseas operations. The Group is consequently exposed to cash flow volatility arising from fluctuations in the applicable exchange rates for converting Euros and US Dollars to Sterling.

3. Principal risks and uncertainties (continued)

(b) Foreign currency risk (continued)

Group policy

The Group policy is to fix the exchange rate in relation to a periodically reassessed set percentage of expected Euro and US Dollar net cash inflows arising from international trading, by entering into foreign currency contracts to sell a specified amount of Euros or US Dollars on a specified future date at a specified exchange rate. This set percentage is approved by the Board as part of the budgeting process and upon the acquisition of foreign operations.

The Group policy is to finance investment in overseas operations from borrowings in the local currency of the relevant operation, so as to achieve a natural hedge of the foreign currency translation risk. This natural hedge is designated as a net investment hedge for accounting purposes. Debt of $18.2m (2016: $18.2m) has been designated as a net investment hedge relating to the Group's interest in Compliance Week and FRA.

Risk management arrangements

The following forward contracts were entered into in order to provide certainty in Sterling terms of 80% of the Group's expected net US Dollar and Euro income:

   --              On 03 July 2017, the Group sold EUR1.0m to 15 November 2017 at a rate of 1.1379 
   --              On 03 July 2017, the Group sold EUR1.5m to 15 January 2018 at a rate of 1.1360 
   --              On 03 July 2017, the Group sold EUR2.5m to 16 April 2018 at a rate of 1.1333 
   --              On 03 July 2017, the Group sold $3.0m to 16 October 2017 at a rate of 1.3027 
   --              On 03 July 2017, the Group sold $3.0m to 15 March 2018 at a rate of 1.3085 
   --              On 03 July 2017, the Group sold $4.0m to 16 April 2018 at a rate of 1.3100 

The above derivatives are remeasured at fair value at each reporting date. This gives rise to a gain or loss, the entire amount of which is recognised in the Income Statement.

   (c)   Liquidity and capital risk 

Risk

The Group has historically expanded its operations both organically and via acquisition, financed partly by retained profits but also via external finance. As well as financing cash outflows, the Group's activities give rise to working capital obligations and other operational cash outflows. The Group is consequently exposed to the risk that it cannot meet its obligations as they fall due, or can only meet them at an uneconomic price.

Group policy

The Group policy is to preserve a strong capital base in order to maintain investor, creditor and market confidence and to safeguard the future development of the business, but also to balance these objectives with the efficient use of capital. The Group has, in previous years, made purchases of its own shares whilst taking into account the availability of credit.

Risk management arrangements

The Group ensures its liquidity is maintained by entering into short, medium and long-term financial instruments to support operational and other funding requirements. The Group determines its liquidity requirements by the use of short and long-term cash forecasts.

On 1 July 2015 the Group extended its GBP65.0m revolving credit facility with Barclays Bank plc, HSBC Bank plc and The Royal Bank of Scotland plc through to 1 July 2020. On 17 January 2017 GBP20.0m of the accordion facility was triggered, increasing the total unsecured bank facility to GBP85.0m. This extension was made to fund the acquisition of HSJ. The extended facility comprised of a revolving credit facility of GBP80.0m and an overdraft facility across the Group of GBP5.0m. On 24 November 2017 the revolving credit facility was reduced by GBP10.0m to GBP75.0m, to decrease the non-utilised portion.

   (d)        Credit risk 

Risk

The Group's principal financial assets are receivables and bank balances. The Group is consequently exposed to the risk that its customers or the credit facility providers cannot meet their obligations as they fall due.

Group policy

The Group policy is that the lines of business assess the creditworthiness and financial strength of customers at inception and on an ongoing basis. The Group also reviews the credit rating of the bank.

3. Principal risks and uncertainties (continued)

(d) Credit risk (continued)

Risk management arrangements

The Group's credit risk is primarily attributable to its trade receivables. However, the Group has no significant exposure to credit risk because its trading is spread over a large number of customers. The payment terms offered to customers take into account the assessment of their creditworthiness and financial strength, and they are set in accordance with industry standards. The creditworthiness of customers is considered before trading commences. Most of the Group's customers are large and well established institutions that pay on time and in accordance with the Group's standard terms of business.

The amounts presented in the Balance Sheet are net of allowances for bad and doubtful receivables estimated by management based on prior experience and their assessment of the current economic value.

4. Financial instruments and risk management

The methods and assumptions used to estimate the fair values of financial assets and liabilities are as follows:

-- The carrying amount of trade receivables and payables approximates to fair value due to the short

maturity of the   amounts receivable and payable. 

-- The fair value of the Group's borrowings is estimated on the basis of the discounted value of future cash flows using approximate discount rates in effect at the balance sheet date.

-- The fair value of the Group's outstanding interest rate swaps, foreign exchange contracts and put option for non-controlling interest are estimated using discounted cash flow models and market rates of interest and foreign exchange at the balance sheet date.

Financial instruments are measured at fair value via a valuation method. The different levels have been defined as:

   --      level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; 

-- level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

-- level 3: Inputs for the assets or liabilities that are not based on observable market data (that is, unobservable inputs).

The Group has recognised a level 2 financial asset of GBP150,311 (2016: liability of GBP1,474,217) for foreign exchange trading derivatives at fair value through income or expense. In addition the Group has recognised a level 2 financial liability of GBP474,850 (2016: GBP769,278) for two (2016: three) interest rate swap contracts at fair value through other comprehensive income or expense. The Group has no recognised level 1 or level 3 assets or liabilities.

5. Measures of profit

(a) Reconciliation to profit on continuing activities before tax

To provide shareholders with additional understanding of the trading performance of the Group, adjusted EBITA has been calculated as profit before tax after adding back:

   --      amortisation of intangible assets excluding computer software; 
   --      impairment of goodwill and intangible assets; 
   --      adjusting items (included in operating expenses); 
   --      other income - gain on sale of leasehold property; and 
   --      finance costs. 

Adjusted EBITA and adjusted EBITDA reconcile to profit on continuing activities before tax as follows:

 
                                                    Six months     Six months 
                                                         ended          ended         Year 
                                                   31 December    31 December     ended 30 
                                                          2017           2016    June 2017 
                                                   (unaudited)    (unaudited)    (audited) 
                                                       GBP'000        GBP'000      GBP'000 
                                                 -------------  -------------  ----------- 
 Profit before tax                                       2,039          5,031       15,862 
 Amortisation of intangible assets excluding 
  computer software                                      3,407          2,820        6,028 
 Impairment of goodwill and intangible 
  assets                                                     -              -        2,366 
 Adjusting items (included in operating 
  expenses)                                              3,526            947        3,468 
 Other income - gain on sale of leasehold 
  property                                                   -              -      (6,333) 
 Finance costs                                             986            915        1,961 
                                                 -------------  -------------  ----------- 
 Adjusted operating profit ('adjusted EBITA')            9,958          9,713       23,352 
 Depreciation of property, plant and equipment 
  included in operating expenses                           399            493        1,071 
 Amortisation of intangible assets - computer 
  software                                                 653            455        1,165 
                                                 -------------  -------------  ----------- 
 Adjusted EBITA before depreciation ('adjusted 
  EBITDA')                                              11,010         10,661       25,588 
                                                 -------------  -------------  ----------- 
 

Adjusted profit before tax reconciles to profit on continuing activities before tax as follows:

 
                                                  Six months     Six months 
                                                       ended          ended         Year 
                                                 31 December    31 December     ended 30 
                                                        2017           2016    June 2017 
                                                 (unaudited)    (unaudited)    (audited) 
                                                     GBP'000        GBP'000      GBP'000 
                                               -------------  -------------  ----------- 
 Profit before tax                                     2,039          5,031       15,862 
 Amortisation of intangible assets excluding 
  computer software                                    3,407          2,820        6,028 
 Impairment of goodwill and intangible 
  assets                                                   -              -        2,366 
 Adjusting items (included in operating 
  expenses)                                            3,526            947        3,468 
 Other income - gain on sale of leasehold 
  property                                                 -              -      (6,333) 
                                               -------------  -------------  ----------- 
 Adjusted profit before tax                            8,972          8,798       21,391 
                                               -------------  -------------  ----------- 
 

5. Measures of profit (continued)

 
                                Adjusted         Adjusting      Statutory       Adjusted      Adjusting      Statutory 
                                 results    items December        results        results          items        results 
                                                      2017       December 
                                                                     2017 
                                December           GBP'000        GBP'000       December       December       December 
                                    2017                                            2016           2016           2016 
                                 GBP'000       (unaudited)    (unaudited)        GBP'000        GBP'000        GBP'000 
                             (unaudited)                                     (unaudited)    (unaudited)    (unaudited) 
                           -------------  ----------------  -------------  -------------  -------------  ------------- 
 Revenue                          58,159                 -         58,159         54,813              -         54,813 
 Operating expenses 
  before share based 
  payments, amortisation 
  of intangible assets 
  excluding computer 
  software and impairment       (47,863)           (3,526)       (51,389)       (44,790)          (947)       (45,737) 
 Share based payments              (338)                 -          (338)          (310)              -          (310) 
                           -------------  ----------------  -------------  -------------  -------------  ------------- 
 Operating expenses 
  before amortisation 
  of intangible assets 
  excluding computer 
  software and impairment       (48,201)           (3,526)       (51,727)       (45,100)          (947)       (46,047) 
 Amortisation of 
  intangible 
  assets excluding 
  computer 
  software                             -           (3,407)        (3,407)              -        (2,820)        (2,820) 
 Operating profit/(loss)           9,958           (6,933)          3,025          9,713        (3,767)          5,946 
                           -------------  ----------------  -------------  -------------  -------------  ------------- 
 Finance costs                     (986)                 -          (986)          (915)              -          (915) 
                           -------------  ----------------  -------------  -------------  -------------  ------------- 
 Profit before tax                 8,972           (6,933)          2,039          8,798        (3,767)          5,031 
                           -------------  ----------------  -------------  -------------  -------------  ------------- 
 

(b) Reconciliation to adjusted profit before tax

6. Segmental information

In accordance with IFRS 8 the Group's operating segments are based on the operating results reviewed by the Board, which represents the chief operating decision maker. Following a strategic review in the year ended 30 June 2017, the Group now reports its results in three operating segments (previously four) as this more accurately reflects the way the Group is managed. The comparatives have been restated to provide information on a consistent basis.

The Group's organisational structure reflects the main communities to which it provides information, education and networking. The three divisions (Risk & Compliance, Professional, and Healthcare) are the Group's segments and generate all of the Group's revenue.

The Board considers the business from both a geographic and product perspective. Geographically, management considers the performance of the Group between the UK, North America, the rest of Europe and the rest of the world.

6. Segmental information (continued)

(a) Business segments

 
                                                                                                                                   Year ended 30 
                                                                                                                                       June 2017 
                           Six months ended 31 December 2017 (unaudited)    Six months ended 31 December 2016 (unaudited)              (audited) 
                         -----------------------------------------------  -----------------------------------------------  --------------------- 
                              Revenue                       Contribution       Revenue                       Contribution  Revenue  Contribution 
                              GBP'000                            GBP'000       GBP'000                            GBP'000  GBP'000       GBP'000 
                         ------------  ---------------------------------  ------------  ---------------------------------  -------  ------------ 
Risk & Compliance              19,596                              5,249        19,535                              5,630   42,272        12,265 
Professional                   18,480                              2,986        19,506                              2,726   39,472         5,864 
Healthcare                     20,083                              3,921        15,772                              3,413   38,585         9,705 
                         ------------  ---------------------------------  ------------  ---------------------------------  -------  ------------ 
Group contribution             58,159                             12,156        54,813                             11,769  120,329        27,834 
Unallocated central 
 overheads                          -                            (1,860)             -                            (1,746)        -       (3,930) 
Share based payments                -                              (338)             -                              (310)        -         (552) 
                               58,159                              9,958        54,813                              9,713  120,329        23,352 
Amortisation of 
 intangible assets 
 excluding computer 
 software                                                        (3,407)                                          (2,820)                (6,028) 
Impairment of goodwill 
 and intangible assets                                                 -                                                -                (2,366) 
Adjusting items 
 (included in operating 
 expenses)                                                       (3,526)                                            (947)                (3,468) 
Other income - gain on 
 sale of leasehold 
 property                                                              -                                                -                  6,333 
Finance costs                                                      (986)                                            (915)                (1,961) 
Profit before tax                                                  2,039                                            5,031                 15,862 
Taxation                                                           (775)                                          (1,160)                (2,988) 
                                       ---------------------------------                ---------------------------------           ------------ 
Profit for the 
 financial year                                                    1,264                                            3,871                 12,874 
                                       ---------------------------------                ---------------------------------           ------------ 
 

There are no intra-segmental revenues which are material for disclosure. Unallocated central overheads represent head office costs that are not specifically allocated to segments. Total assets and liabilities for each reportable segment are not presented, as such information is not provided to the Board.

(b) Segmental information by geography

The UK is the Group's country of domicile and the Group generates the majority of its revenue from external customers in the UK. The geographical analysis of revenue is on the basis of the country of origin in which the customer is invoiced:

 
                               Six months    Six months        Year 
                                 ended 31      ended 31       ended 
                                 December      December     30 June 
                                     2017          2016        2017 
                              (unaudited)   (unaudited)   (audited) 
                                  GBP'000       GBP'000     GBP'000 
                             ------------  ------------  ---------- 
 UK                                34,337        31,275      68,588 
 Europe (excluding the UK)          9,055         9,310      18,049 
 North America                      9,599         9,191      22,863 
 Rest of the world                  5,168         5,037      10,829 
                             ------------  ------------  ---------- 
 Total revenue                     58,159        54,813     120,329 
                             ------------  ------------  ---------- 
 

7. Adjusting items

(a) Adjusting items

The following items have been charged to the Income Statement during the period but are considered to be adjusting so are shown separately:

 
                                                                       Six months ended                     Year ended 
                                                                            31 December   Six months ended     30 June 
                                                                                   2017        31 December        2017 
                                                                            (unaudited)   2016 (unaudited)   (audited) 
                                                                                GBP'000            GBP'000     GBP'000 
                                                                       ----------------  -----------------  ---------- 
 
Adjusting items relating to property portfolio review and IT 
 infrastructure transformation                                                    3,018                  -       1,027 
Costs relating to successful and aborted acquisitions, disposals and 
 integration                                                                        188                328       1,569 
Restructuring and rationalisation costs                                             169                402         818 
Increase in the liability for deferred consideration                                151                  -          54 
Aborted leasehold property sale                                                       -                217           - 
Other adjusting items (included in operating expenses)                            3,526                947       3,468 
Amortisation of intangible assets excluding computer software                     3,407              2,820       6,028 
Impairment of goodwill                                                                -                  -       2,366 
                                                                       ----------------  -----------------  ---------- 
Total adjusting items (classified in profit before tax)                           6,933              3,767      11,862 
                                                                       ----------------  -----------------  ---------- 
 

(b) Property portfolio review and IT infrastructure transformation

During the year ended 30 June 2017 Wilmington performed a review of its London property portfolio, on the back of this it sold the leasehold interest in its Underwood Street London premises for a GBP7.3m cash consideration. This resulted in a gain on sale of GBP6.3m. At the same time as disposing of its leasehold interest, Wilmington entered into a new ten-year market rate lease for a London head office premises near Aldgate. The Aldgate premises became the address of its registered office on 15 December 2017.

The items which have been credited to profit or loss in relation to this review are as follows:

Operating expenses - adjusting items relating to the property portfolio review:

 
                                                         Six months 
                                                              ended                     Year ended 
                                                                            Six months 
                                                        31 December              ended     30 June 
                                                               2017        31 December        2017 
                                                        (unaudited)   2016 (unaudited)   (audited) 
                                                            GBP'000            GBP'000     GBP'000 
                                                       ------------  -----------------  ---------- 
Rent, rates and legal and professional fees 
 relating to new Aldgate lease                              (1,317)                  -       (514) 
Relocation and fit out costs incurred on occupation 
 of Aldgate premises                                          (315)                  -           - 
Redundancy and implementation costs relating 
 to IT infrastructure transformation                          (954)                  -           - 
Accelerated depreciation of property plant 
 and equipment on sale of Underwood Street leasehold 
 property                                                     (322)                  -        (85) 
Accelerated depreciation of computer equipment 
 relating to IT infrastructure transformation                 (110)                  -           - 
Cost to surrender Old Broad Street lease                          -                  -       (231) 
Onerous lease on property in Kent                                 -                  -       (197) 
                                                       ------------  -----------------  ---------- 
Total adjusting items relating to property 
 portfolio review                                           (3,018)                  -     (1,027) 
                                                       ------------  -----------------  ---------- 
 
   8.                  Finance costs 
 
                                                    Six months    Six months        Year 
                                                         ended      ended 31    ended 30 
                                                   31 December      December        June 
                                                          2017          2016        2017 
                                                   (unaudited)   (unaudited)   (audited) 
                                                       GBP'000       GBP'000     GBP'000 
 Finance costs comprise: 
 Interest payable on bank loans and overdrafts             903           849       1,814 
 Amortisation of capitalised loan arrangement 
  fees                                                      83            66         147 
                                                           986           915       1,961 
                                                 -------------  ------------  ---------- 
 
   9.                  Taxation 
 
                                                      Six months     Six months        Year 
                                                           ended          ended       ended 
                                                     31 December    31 December     30 June 
                                                            2017           2016        2017 
                                                     (unaudited)    (unaudited)   (audited) 
                                                         GBP'000        GBP'000     GBP'000 
 Current tax: 
 Current tax on profits for the period                     1,273          1,463       4,292 
 Adjustments in respect of previous years                     14              -          60 
                                                   -------------  -------------  ---------- 
 
 Total current tax                                         1,287          1,463       4,352 
 Deferred tax: 
  Deferred tax credit                                      (387)          (312)     (1,247) 
 Effect on deferred tax of change in corporation 
  tax rate                                                 (125)              9       (117) 
                                                   -------------  -------------  ---------- 
 
 Total deferred tax                                        (512)          (303)     (1,364) 
                                                   -------------  -------------  ---------- 
 
 Taxation                                                    775          1,160       2,988 
                                                   -------------  -------------  ---------- 
 
   10.                Dividends 

Distributions to owners of the parent in the period:

 
                                         Six           Six                        Six           Six 
                                      months        months                     months        months   Year months 
                                    ended 31      ended 31   Year ended      ended 31      ended 31         ended 
                                    December      December      30 June      December      December       30 June 
                                        2017          2016         2017          2017          2016          2017 
                                 (unaudited)   (unaudited)    (audited)   (unaudited)   (unaudited)     (audited) 
                                   pence per     pence per        pence 
                                       share         share    per share       GBP'000       GBP'000       GBP'000 
 Final dividends recognised 
  as distributions in 
  the year                               4.6           4.3          4.3         4,019         3,749         3,749 
 Interim dividends recognised 
  as distributions in 
  the year                                 -             -          3.9             -             -         3,401 
                                ------------  ------------  -----------  ------------  ------------  ------------ 
 Total dividends paid 
  in the period                                                                 4,019         3,749         7,150 
                                ------------  ------------  -----------  ------------  ------------  ------------ 
 
 Interim/final dividend 
  proposed                               4.0           3.9          4.6         3,495         3,401         4,011 
                                ------------  ------------  -----------  ------------  ------------  ------------ 
 
   11.                Earnings per share 

Adjusted earnings per share has been calculated using adjusted earnings calculated as profit after taxation and non-controlling interests but before:

   --      amortisation of intangible assets excluding computer software; 
   --      impairment of goodwill and intangible assets; 
   --      adjusting items (included in operating expenses); 
   --      other income - gain on sale of leasehold property; and 
   --      adjusting items (included in finance costs). 

The calculation of the basic and diluted earnings per share is based on the following data:

 
                                                  Six months    Six months 
                                                    ended 31      ended 31   Year ended 
                                                    December      December      30 June 
                                                        2017          2016         2017 
                                                 (unaudited)   (unaudited)    (audited) 
                                                     GBP'000       GBP'000      GBP'000 
 
 Earnings from continuing operations 
  for the purpose of basic earnings per 
  share                                                1,245         3,853       12,836 
 Add/(remove): 
 Amortisation of intangible assets excluding 
  computer software (net of non-controlling 
  interests)                                           3,407         2,820        6,028 
 Impairment of goodwill and intangible 
  assets                                                   -             -        2,366 
 Adjusting items (included in operating 
  expenses)                                            3,526           947        3,468 
 Other income - gain on sale of leasehold 
  property                                                 -             -      (6,333) 
 Tax effect of adjustments above                     (1,220)         (820)      (1,757) 
 Adjusted earnings for the purposes 
  of adjusted earnings per share                       6,958         6,800       16,608 
                                                ------------  ------------  ----------- 
 
                                                      Number        Number       Number 
 Weighted average number of ordinary 
  shares for the purpose of basic and 
  adjusted earnings per share                     87,317,182    87,062,219   87,193,340 
 
 Effect of dilutive potential ordinary 
  shares: 
 Future exercise of share awards and 
  options                                            704,993       610,495      611,052 
 Weighted average number of ordinary 
  shares for the purposes of diluted 
  earnings per share                              88,022,175    87,672,714   87,804,393 
                                                ------------  ------------  ----------- 
 
 Basic earnings per share                               1.43         4.43p       14.72p 
 Diluted earnings per share                             1.41         4.39p       14.62p 
 Adjusted basic earnings per share ('adjusted 
  earnings per share')                                  7.97         7.81p       19.05p 
 Adjusted diluted earnings per share                    7.91         7.76p       18.91p 
                                                ------------  ------------  ----------- 
 
   12.                Goodwill, Intangible assets and Property, plant and equipment 
 
                                                          Goodwill   Intangible assets   Property, plant and equipment 
                                                           GBP'000             GBP'000                         GBP'000 
 
 Closing net book amount as at 30 June 2016 (audited)       70,763              29,038                           4,628 
 Acquisitions                                                2,064               2,350                             183 
 Additions                                                       -                 888                             579 
 Disposals                                                       -                   -                            (13) 
 Exchange translation differences                              910                 878                              15 
 Depreciation of property, plant and equipment                   -                   -                           (493) 
 Amortisation of publishing rights, titles and benefits          -             (2,820)                               - 
 Amortisation of computer software                               -               (455)                               - 
 Closing net book amount as at 31 December 2016 
  (unaudited)                                               73,737              29,879                           4,899 
 Additions                                                       -                 711                             721 
 Acquisitions                                               12,867               7,742                               - 
 Disposals                                                       -                 (1)                           (589) 
 Exchange translation differences                            (321)               (391)                             (9) 
 Impairment                                                (1,536)               (830)                               - 
 Depreciation of property, plant and equipment                   -                   -                           (578) 
 Amortisation of publishing rights, titles and benefits          -             (3,208)                               - 
 Amortisation of computer software                               -               (710)                               - 
 Reallocation                                                1,281             (1,281)                               - 
                                                         ---------  ------------------  ------------------------------ 
 Closing net book amount as at 30 June 2017 (audited)       86,028              31,911                           4,444 
 Additions                                                       -               1,047                           2,860 
 Acquisitions                                                (762)                   -                               - 
 Disposals                                                       -                 (4)                            (24) 
 Exchange translation differences                            (454)               (368)                             (6) 
 Depreciation of property, plant and equipment                   -                   -                           (831) 
 Amortisation of publishing rights, titles and benefits          -             (3,407)                               - 
 Amortisation of computer software                               -               (653)                               - 
                                                         ---------  ------------------  ------------------------------ 
 Closing net book amount as at 31 December 2017 
  (unaudited)                                               84,812              28,526                           6,443 
                                                         ---------  ------------------  ------------------------------ 
 

Included within additions to property plant and equipment is GBP2,371,000 of leasehold improvements, furniture and computer equipment relating to the London head office move to premises near Aldgate.

The acquisition movement in goodwill relates to a change in the provisional value of the deferred tax asset arising on the acquisition of Health Services Journal in the year ended 30 June 2017.

Depreciation of property plant and equipment includes GBP432,000 of accelerated depreciation on assets disposed of on the exit of the Underwood Street leasehold property in December 2017 and in relation to the IT infrastructure outsourcing. The decision to exit the leasehold property triggered a review, and subsequent reduction, of the useful economic lives of assets held at the property. On disposal, the net book value of these assets was GBPnil, and the portion of depreciation arising on the reduction in useful economic lives of these assets is shown within other adjusting items (included in operating expenses) within the Income Statement. The remaining GBP399,000 depreciation is included in operating expenses within the Income Statement.

   13.                Trade and other receivables 
 
                                                                            30 June 
                                                           31 December 
                                                                  2016         2017 
                                                           (unaudited)    (audited) 
                                            31 December 
                                       2017 (unaudited) 
                                                GBP'000        GBP'000      GBP'000 
 
 Trade receivables                               23,422         25,371       23,207 
 Prepayments and other receivables                4,811          4,510        5,237 
                                     ------------------  -------------  ----------- 
                                                 28,233         29,881       28,444 
                                     ------------------  -------------  ----------- 
 
   14.                Trade and other payables 
 
                                                                             30 June 
                                                            31 December 
                                                                   2016         2017 
                                                            (unaudited)    (audited) 
                                             31 December 
                                        2017 (unaudited) 
                                                 GBP'000        GBP'000      GBP'000 
 
 Trade and other payables                         23,270         20,748       25,357 
 Subscriptions and deferred revenue               26,342         24,166       26,973 
                                      ------------------  -------------  ----------- 
                                                  49,612         44,914       52,330 
                                      ------------------  -------------  ----------- 
 
   15.                Borrowings 
 
                                      31 December 2017   31 December 2016   30 June 2017 
                                           (unaudited)        (unaudited)      (audited) 
                                               GBP'000            GBP'000        GBP'000 
 Current liability 
 Bank overdrafts                                 1,647              1,237            925 
                                                 1,647              1,237            925 
                                     -----------------  -----------------  ------------- 
 Non-current liability 
  Bank loans                                    56,211             56,606         49,781 
 Capitalised loan arrangement fees               (367)              (386)          (428) 
                                     -----------------  -----------------  ------------- 
 Bank loans net of facility fees                55,844             56,220         49,353 
                                     -----------------  -----------------  ------------- 
 
   16.                Share capital 
 
                             Number of ordinary 
                                         shares   Ordinary shares   Share premium account   Treasury shares      Total 
                                     of 5p each           GBP'000                 GBP'000           GBP'000    GBP'000 
 
 At 1 July 2016 
  (audited)                          86,985,731             4,349                  45,225              (96)     49,478 
 Shares issued                          262,243                13                       -                 -         13 
 At 31 December 2016 
  (unaudited) and 30 
  June 2017 (audited)                87,247,974             4,362                  45,225              (96)     49,491 
                         ----------------------  ----------------  ----------------------  ----------------  --------- 
 Shares issued                          166,099                 9                       -                 -          9 
 At 31 December 2017 
  (unaudited)                        87,414,073             4,371                  45,225              (96)     49,500 
                         ----------------------  ----------------  ----------------------  ----------------  --------- 
 

On 20 September 2017, 166,099 ordinary shares were issued in respect of the vesting of the 2014 PSP Share Awards to employees (including Directors).

At 31 December 2017, 46,584 shares (2016: 46,584) were held in Treasury, which represents 0.1% (2016: 0.1%) of the called up share capital of the Company.

   17.               Cash generated from operations 
 
                                                     Six months    Six months 
                                                       ended 31      ended 31   Year ended 
                                                       December      December      30 June 
                                                           2017          2016         2017 
                                                    (unaudited)   (unaudited)    (audited) 
                                                        GBP'000       GBP'000      GBP'000 
 
 Profit from continuing operations before 
  income tax                                              2,039         5,031       15,862 
 Gain on sale of leasehold property                           -             -      (6,333) 
 Adjusting items - excluding depreciation 
  of property plant and equipment                         3,094           947        3,468 
 Adjusting items - depreciation of property, 
  plant and equipment                                       432             -            - 
 Depreciation of property, plant and equipment 
  included in operating expenses                            399           493        1,071 
 Amortisation of intangible assets                        4,060         3,275        7,193 
 Impairment of goodwill and intangible assets                 -             -        2,366 
 (Profit)/loss on disposal of property, 
  plant and equipment                                       (3)             8         (20) 
 Share based payments (including social 
  security costs)                                           338           310          552 
 Finance costs                                              986           915        1,961 
                                                   ------------  ------------  ----------- 
 Operating cash flows before movements in 
  working capital                                        11,345        10,979       26,120 
 Decrease/(increase) in trade and other 
  receivables                                               968       (3,614)      (1,997) 
 (Decrease)/increase in trade and other 
  payables                                              (4,585)           597        2,530 
                                                   ------------  ------------  ----------- 
 Cash generated from operations before adjusting 
  items                                                   7,728         7,962       26,653 
                                                   ------------  ------------  ----------- 
 

Cash conversion is calculated as a percentage of cash generated by operations to Adjusted EBITA as follows:

 
                                                    Six months     Six months 
                                                      ended 31       ended 31   Year ended 
                                                      December       December      30 June 
                                                          2017           2016         2017 
                                                   (unaudited)    (unaudited)    (audited) 
                                                       GBP'000        GBP'000      GBP'000 
 Funds from operations before adjusting 
  items: 
 Adjusted EBITA                                          9,958          9,713       23,352 
 Share based payments (including social 
  security costs)                                          338            310          552 
 Amortisation of intangible assets - computer 
  software                                                 653            455        1,165 
 Depreciation of property, plant and equipment 
  included in operating expenses                           399            493        1,071 
 (Profit)/loss on disposal of property, 
  plant and equipment                                      (3)              8         (20) 
                                                 -------------  -------------  ----------- 
 Operating cash flows before movements in 
  working capital                                       11,345         10,979       26,120 
 Net working capital movement                          (3,617)        (3,017)          533 
                                                 -------------  -------------  ----------- 
 Funds from operations before adjusting 
  items                                                  7,728          7,962       26,653 
                                                 -------------  -------------  ----------- 
 Cash conversion                                           78%            82%         114% 
                                                 -------------  -------------  ----------- 
 
 Free cash flows: 
 Operating cash flows before movement in 
  working capital                                       11,345         10,979       26,120 
 Proceeds on disposal of property, plant 
  and equipment                                             31             21           43 
 Net working capital movement                          (3,617)        (3,017)          533 
 Interest paid                                         (1,027)          (880)      (1,656) 
 Tax paid                                              (2,518)        (1,996)      (3,905) 
 Purchase of property, plant and equipment             (2,860)          (579)      (1,300) 
 Purchase of intangible assets                         (1,047)          (888)      (1,599) 
                                                 -------------  -------------  ----------- 
 Free cash flows                                           307          3,640       18,236 
                                                 -------------  -------------  ----------- 
 
   18.               Related party transactions 

The Company and its wholly owned subsidiary undertakings offer certain Group-wide purchasing facilities to the Company's other subsidiary undertakings whereby the actual costs are recharged.

The Chief Executive Officer, Pedro Ros, owns a minority shareholding in SMARP OY (a company incorporated in Finland) which provides ongoing social media services to the Group, invoiced on an annual basis. SMARP UK Limited, a subsidiary of SMARP OY, invoiced GBPnil (2016: GBPnil) during the period.

Close family members of key management personnel provided services to the Group during the period for lecturing and photography. The total invoiced for these services was GBP40,466 (2016: GBP120).

   19.               Seasonality 

The Group has traditionally generated the majority of its revenues and profits during the second half of the financial year. This has historically resulted from two factors. Firstly, most of the Group's businesses (the notable exception being AMT) produce seasonally low sales in July, August and December which include holiday periods for many of the Group's clients. Secondly, Inese, Compliance Week, FRA and HSJ, have major annual events in the second half of the year.

   20.               Events after the reporting period 

Acquisition - Interactive Medica, S.L.

On 12 February 2018 Wilmington Insight Limited (a wholly owned indirect subsidiary of Wilmington plc) acquired the entire share capital of the Interactive Medica, S.L. group of companies ('IM'). IM is a pan-European provider of cloud-based insight, CRM and KAM offerings to the pharmaceutical industry. The Group acquired IM from its founding management team, who will continue in the business. The initial consideration is EUR2.8m (GBP2.4m) with an adjustment for working capital payable on completion. Further deferred consideration of up to EUR1.6m (GBP1.4m), conditional upon the continued employment of a key member of the management team and subject to IM achieving revenue targets, for the periods to 31 December 2018 and 31 December 2019 is payable in the future. IM was acquired with EUR0.6m (GBP0.5m) of cash.

The initial consideration has been financed out of the extended GBP75.0m multi-currency revolving credit facility. The process of fair valuing IM has not been completed at the date of these financial statements. Subject to this process to fair value, the Group acquired intangible assets that include the IM brand, technology and customer relationships. The excess consideration above the fair value of these acquired net assets and will be recognised as goodwill and intangible assets following completion of the exercise to fair value. All amounts are disclosed as provisional.

Statement of Directors' Responsibilities

The Directors confirm that, to the best of their knowledge, the Interim Information has been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union. The Interim Management Report includes a fair review of the Interim Information and, as required by DTR 4.2.7R and DTR 4.2.8R, the following information:

-- an indication of important events that have occurred during the first six months of the financial year, and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-- disclosure of material related party transactions that have taken place in the first six months of the current financial year and of any material changes in the related party transactions described in the last Annual Report and Financial Statements.

A list of current Directors is maintained on the Wilmington plc website: wilmingtonplc.com.

By order of the Board

Anthony Foye

Chief Financial Officer

21 February 2018

This information is provided by RNS

The company news service from the London Stock Exchange

END

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