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| Date/Time | Headline | Source |
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| 19-03-10 | RNS |
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RNS Number : 8599I Dealogic (Holdings) PLC 19 March 2010
DEALOGIC (HOLDINGS) PLC Transaction in Own Shares Dealogic (Holdings) plc, the provider of a platform of software, communications and information products to the investment banking industry, announces that it has, on 18 March 2010, transferred 34,503 ordinary shares at 152.5p each, out of treasury shares to match obligations pursuant to the exercise of employee options. Following the above transaction, Dealogic (Holdings) plc holds 4,644,762 ordinary shares as treasury shares. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 66,746,378.
ENQUIRIES Dealogic (Holdings) plc
Company Secretary JP Morgan Securities Ltd (Nominated Advisor)
This information is provided by RNS The company news service from the London Stock Exchange END
POSLLFSIVTIALII More |
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| 16-03-10 | RNS |
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RNS Number : 6222I Dealogic (Holdings) PLC 16 March 2010
DEALOGIC (HOLDINGS) PLC Second Interim Dividend Payment Dealogic (Holdings) plc, the provider of a platform of software, communications and information products to the investment banking industry, is pleased to announce a second interim dividend for the year ended 31 December 2009 of 7.5 pence per share. The second interim dividend, which replaces the final dividend, will be paid to shareholders on 1 April 2010 (Payment Date). The 'Ex Dividend Date' and 'Record Date' will be 24 March 2010 and 26 March 2010 respectively.
ENQUIRIES Dealogic (Holdings) plc
Company Secretary JP Morgan Securities Ltd (Nominated Advisor)
This information is provided by RNS The company news service from the London Stock Exchange END
DIVEAEDSFLLEEAF More |
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| 16-03-10 | RNS |
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This news article is displayed preformatted as it may contain results tables
RNS Number : 6224I
Dealogic (Holdings) PLC
16 March 2010
Dealogic (Holdings) plc
Preliminary results for the year ended 31 December 2009
Dealogic (Holdings) plc, the provider of a platform of software, communications and information products to the investment banking industry, today announces its preliminary results for the year ended 31 December 2009.
Highlights
· Revenue growth of 14.0% to US$92.8 million (2008: US$81.4 million) as activity levels increase in the global capital markets
· Continued commitment to investment in products, technology and people
· Revenue growth, managed cost base and favourable movement in exchange rates improved the operating profit margin to 37.8% (2008: 22.8%); with profit before tax of US$36.3 million; and diluted earnings per share of 32.1 cents per share
· Free cash flow (1) of US$20.6 million for the period, with cash and available-for-sale financial asset balances of US$52.9 million at the end of the year
· Second interim dividend of 7.5 pence (equivalent to 11.3 cents at $1.51), which replaces the final dividend, will be payable on 1 April 2010, bringing total dividends in respect of 2009 to 9.4 pence (2008: 4.8 pence)
2009 2008 % Change % Change - constant
currency
Revenue US$000 92,775 81,359 +14.0 +21.9
Operating profit US$000 35,097 18,535 +89.4 +84.5
Profit before tax US$000 36,270 21,057 +72.2 +69.6
Profit for the year US$000 24,588 13,290 +85.0 +73.0
Basic earnings per share cents 32.3 17.1 +88.9 +76.4
Diluted earnings per share cents 32.1 17.0 +88.8 +76.4
Second interim (2008: final) pence 7.5 (2) 3.1 +141.9
dividend per share
cents 11.3 4.3 +162.8
Notes
(1) Operating cashflow before interest less capital expenditure and capitalised development costs
(2) Translated at an exchange rate of $1.51
Commenting on the final results, Peter Ogden (Chairman) said,
"Dealogic performed well in the difficult market conditions of 2009 as the global investment banking industry sought to stabilize itself following a period of unprecedented volatility and disruption that began in 2007, intensified in 2008 and continued into 2009.
The long term prospects for our business are good due to our unique offering, commitment to product innovation and the certainty that the markets will return to normality in the long run."
ENQUIRIES
Dealogic (Holdings) plc
Helen Vincent
+44 20 7379 5650
Company Secretary
J.P. Morgan Securities Ltd (Nominated Adviser)
Andrew Hodgkin
+44 20 7588 2828
Chairman's Statement
Dealogic performed well in the difficult market conditions of 2009 as the global investment banking industry sought to stabilize itself following a period of unprecedented volatility and disruption that began in 2007, intensified in 2008 and continued into 2009. Among the consequences of the global capital markets turmoil was that firms in many industries, especially finance, issued equity to raise cash, pay down debt and strengthen their balance sheets. Our revenues benefited from this increase in primary capital markets activity. Conversely, our revenues also continue to be somewhat negatively impacted by the investment banking industry's focus on headcount reduction and other cost management initiatives as well consolidation amongst investment banks.
Against this backdrop, our strong client relationships and brand, supported by the global presence and breadth of our platform which combines unique content, sophisticated technology and professional support enabled us to produce revenue and operating profits which were significantly higher than 2008 and in line with 2007. Revenue and Profit Before Tax for the year of US$92.8m and US$36.3m respectively compared favourably with 2008 (US$81.4m, US$21.1m) and were nearly identical to what we achieved in 2007 (US$92.8m, US$36.3m).
The global capital markets in which we operate continue to face volatility and the potential for additional disruption. Our investment banking clients are consequently continuing to take measures to address these market pressures both on their own and as the result of increased regulatory oversight. As a result, the emphasis our clients are placing on cost management continues to have an affect our revenues. At the same time, their need to operate more efficiently encourages the deployment of additional Dealogic solutions to improve efficiency and measure performance.
I am pleased to welcome Jody Drulard to the Board. Since joining the company in 1994, Jody has been instrumental in expanding the breadth of the Dealogic platform and its usage around the world.
The Board considers that the success of the group is in large part due to the enormous importance it places on the development and recruitment of staff with the highest qualifications and ability. Their commitment to product excellence and customer service enables the group to grow strongly when capital markets are active and to consolidate its position when markets are volatile. The Board again records its appreciation and gratitude to them all.
Whilst we welcome the improvements in global capital markets activity and in the wider environment in which our clients operate, we are not entirely confident that the disruption to markets is behind us, and so take a cautious view of trading in the coming months. However the long term prospects for our business are good due to our unique offering, commitment to product innovation and the certainty that the markets will return to normality in the long run.
Peter J Ogden
Chairman
15 March 2010
Operating & Financial Review
In 2009 Dealogic generated operating profit of US$35.1m (2008: US$18.5m) and free cash flow (operating cash flow less capital expenditure and capitalised development costs) of US$20.6m (2008: US$17.2m). The group continued to develop the reach of its platform, increasing revenue in key areas and, with a stronger performance by the capital markets globally from quarter two onwards also contributing to higher levels of transaction revenue, increased total revenue by 14% to US$92.8m (2008: US$81.4m). Revenue and operating profits in 2009 were in line with the results achieved in 2007.
The increase in trade receivables as a result of the higher business volumes in the second half led to an absorption of working capital of US$5.6m (2008: generation of US$12.0m) although improved cash flows from operating activities and lower levels of capital expenditure more than offset this to deliver the increase in free cash flow. The share buy-back programme continued with 1,575,469 shares being purchased at an average price of 132.5 pence and at a total cost of US$3.3m (2008: 4.0m shares at 137.3 pence for US$11.0m), but with less shares being offered on the market, at a lower level than last year. The group remains debt-free and has invested a proportion of its cash holdings of US$52.9m in UK government securities.
2009 2008
US$ million Revenue Operating profit Net assets Revenue Operating profit Net assets
EMEA 31.0 16.8 57.5 35.1 9.4 43.1
Americas 51.3 15.3 36.7 39.6 7.7 34.3
Asia 10.5 3.0 2.0 6.7 1.4 1.2
92.8 35.1 96.2 81.4 18.5 78.6
The geographic spread of customers and operations means that results are affected by movements in exchange rates between the USD and the other currencies in which we operate. While the stronger USD in 2009 reduced revenues denominated in GBP, this was more than offset by the reduction in GBP denominated costs, leading to net improvements in operating profit and earnings per share. Without this benefit, on a constant currency basis the improvement in operating profit would have been 85% compared to the 89% actually achieved, and the improvement in diluted earnings per share would have been 77% instead of 89%.
Revenue from the Americas and Asia grew substantially compared to 2008 after the declines in 2008 compared to 2007. EMEA showed a 12% decline in revenue in USD terms as the average GBP/USD exchange rate fell by 16% over that period and a higher proportion of global revenues were attributed to the USA. The geographical split of revenue shows the Americas with the highest proportion at 55%, in part due to the largest proportion of market activity-related transaction revenue being generated in that region, followed by EMEA with 33% and Asia with 11%.
The group was not immune to the turmoil within the investment banking industry where capital markets activity started to decline in early 2008 and only recorded the first year on year quarterly improvement in quarter two of 2009. Subscription revenues held up well during this volatile period and the strong relationships we have with our clients allowed us to benefit from the expanding breadth of our product platform. The net effect on group revenue was a 14% increase to US$92.8m (2008: US$81.4m), the same level as achieved in 2007.
The group has continued to invest in enhancing staff and customer support infrastructure. With prudent cost management in selected areas and the benefit of exchange rates, staff and other operating expenses were reduced by 9% to US$54.2m (2008: US$59.9m) over the full year. Due to the reduction in staff numbers initiated in 2008, average staff numbers in 2009 were down 6% compared to 2008, although there was a reduction of 3% during 2009 itself. 46% of staff are employed in the EMEA region where costs benefited from the movement in exchange rates mentioned earlier. Total staff costs reduced by 10% to US$41.9m and represent 73% (2008: 74%) of total operating costs. Other operating expenses were reduced during the year by 9% to US$12.3m (2008: US$13.5m). Depreciation remained constant at US$2.5m while amortisation nearly doubled to US$1.0m due to increased amortisation of capitalised development costs and the amortisation of the databases acquired as part of the purchase of the investor profiles business. Total operating costs were therefore reduced by US$5.1m to US$57.7m (2008: US$62.8m) which, combined with the growth in revenue, increased operating margins to 37.8% from 22.8% in 2008.
Despite an increase of 38% in holdings of cash and UK gilts over the year, the much lower interest rates available in 2009 meant that interest income reduced by US$1.0m to US$0.6m. Profit before tax was US$36.3m (2008: US$21.1m), an improvement of 72%.
Taxation
The group's tax charge, including ERA tax appropriations, amounted to US$11.7m (2008: US$7.8m), representing 32.6% (2008: 37.8%) of profit before tax (excluding the post-tax share of profit from associates). In accordance with IFRS requirements, the contribution from associates is reported on an after-tax basis and reflected a tax charge of US$0.4m. The underlying rate for 2009 was 35.9% (2008: 38.1%) before the benefit of reducing provisions in respect of prior years by US$1.2m (2008: US$0.1m). Income tax payments of US$10.1m (2008: US$10.3m) were made during the year.
Earnings and Dividends
Profit for the year increased by 85% to US$24.6m (2008: US$13.3m). The net effect of share buy-backs and issues to satisfy the exercise of share options again reduced the weighted average number of shares in issue - from 77.6m in 2008 to 76.1m in 2009. As a result, basic earnings per share of 32.3 cents (2008: 17.1 cents) and diluted earnings per share of 32.1 cents (2008: 17.0 cents) are both up 89% on 2008.
The Board has agreed to pay a second interim dividend of 7.5 pence (11.3 cents) on 1 April 2010 to shareholders on the register on 26 March 2010. This is an increase of 142% on the final dividend paid in respect of 2008. This dividend, together with the first interim dividend of 1.9 pence (3.1 cents), brings the total dividends in respect of 2009 to 9.4 pence; 14.4 cents (2008: 4.8 pence; 7.4 cents) per share. Total dividends for 2009 are covered 2.3 times (2008: 2.3 times) by profit after tax. The Board does not propose to recommend a final dividend in respect of 2009.
Statement of Financial Position
Shareholders' funds increased by US$17.6m to US$96.2m at the end of 2009, as total comprehensive income for the year of US$25.0m comfortably exceeded reserves utilised to pay dividends and appropriations of US$5.6m and to purchase, at a cost of US$3.3m, the 1.6m shares which have been added to those already held in treasury. The modest increase in the value of GBP over the year gave rise to a US$0.5m translation gain compared to the US$4.9m translation loss in 2008 when the decline in GBP was more severe. Since the year end no additional shares have been purchased. The Company and EST currently hold 8.0m shares in treasury, representing 11.2% of the Company's allotted share capital, which will be used to satisfy future exercises of share options granted under the group's share option plans.
Non-current assets increased by US$13.9m due to the increase of US$13.3m in holdings of 2012 and 2013 UK government gilts; the US$1.0m acquisition of the investor profiles business of Ilios Partners LLC; and an increase of US$1.0m in deferred tax assets. Property, plant and equipment decreased by US$1.6m. Non-current liabilities stayed level at US$4.0m as an increase in deferred tax liabilities offset the utilisation of property-related provisions.
Net current assets amounted to US$29.1m compared to US$25.3m at the end of 2008. Cash and current government securities made up US$34.3m compared to US$32.9m last year. Other increases were primarily due to the higher trade receivables (up US$6.5m due to higher revenues, particularly transaction revenues, in quarter four) more than offsetting the US$5.0m increase in current liabilities.
Sources and usage of funds
The group continues to generate strong cash-flows from operating activities: US$23.3m (2008: US$23.6m), with increased profitability more than offsetting the higher working capital levels needed to support the enhanced activity levels. After investing in infrastructure (US$0.8m), software development (US$0.9m) and acquiring the investor profiles business ($1.0m), the group generated cash flow before financing and purchases/sales of government securities (available-for-sale financial assets) of US$21.6m compared to US$17.7m in 2008.
The group invested a further US$15.9m in UK government securities to replace the US$16.0m that were redeemed during the year; and US$3.3m in buying back the Company's shares. After the payment of dividends and related appropriations of US$5.6m (2008: US$9.8m), the group generated US$13.3m (2008: absorbed US$2.4m) before the net investment in government securities.
The group had no debt and held US$52.9m (2008: US$38.3m) of cash and government securities at the end of the year.
The conservative approach to expansion and cash management has put the group in a financial position where it is able to invest in new opportunities while retaining the flexibility to cope with possible future market uncertainties.
Treasury and exchange rates
The group maintains adequate liquidity in the currencies in which it operates and aims to optimise returns on invested funds. In addition to USD, the main currency in which the group trades is GBP, where, to a significant degree, revenues and operating costs are in balance, with a modest excess of costs in GBP at the operating profit level. The excess of costs at the profit after tax level is slightly larger, with the weaker GBP improving the year on year growth in profit after tax by US$0.9m compared to what it would have been had the 2009 average exchange rates applied in 2008.
The group only enters into hedging agreements when it has a quantified underlying exposure requiring the hedge. There were no such agreements outstanding at the end of the year. The group does not hedge the translation risk that exists when non-USD balance sheets are consolidated and takes these changes directly to equity.
The results of subsidiaries are translated at the average exchange rates applicable to the period being reported upon, while their net assets are translated at year end rates. The monthly average exchange rate used in 2009 to translate GBP transactions into USD was $1.5547 (2008: $1.8528); however the strengthening of GBP during the year increased average rates from $1.4925 in the first half to $1.6169 in the second half; with the year end exchange rate at $1.6148 (2008: $1.4376).
Forward-looking statements
Certain statements in this annual report are forward-looking. Although the group believes that the expectations reflected in these statements are reasonable, it can give no assurance that these expectations will prove to have been correct. As these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.
The group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2009
Notes 2009 2008
US$000 US$000
Revenue 4 92,775 81,359
Staff costs (41,915) (46,397)
Depreciation of property, plant & equipment 9 (2,479) (2,455)
Amortisation of intangible assets (959) (481)
Other operating expenses (12,325) (13,491)
Operating profit 35,097 18,535
Finance income 6 708 2,068
Finance expenses (3) (42)
Share of post-tax profit of associate 468 496
Profit before income tax 36,270 21,057
Income tax expense 7 (11,682) (7,767)
Profit for the year 24,588 13,290
Other comprehensive income
Currency translation differences recognised directly 503 (4,933)
in equity
Net change in fair value of available-for-sale (158) 445
financial assets
Income tax on other comprehensive income 39 (125)
Other comprehensive income for the period, net of 384 (4,613)
income tax
Total comprehensive income for the period 24,972 8,677
Earnings per share: Cents Cents
Basic 13 32.3 17.1
Diluted 13 32.1 17.0
The above results are derived from continuing activities.
Consolidated Statement of Financial Position
at 31 December 2009
Notes 2009 2008
US$000 US$000
ASSETS
Non-current assets
Property, plant and equipment 9 5,923 7,492
Intangible assets
Goodwill 42,196 42,196
Capitalised development costs 1,105 590
Other intangible assets 10 878 389
Investment in associate 339 216
Deferred tax assets 1,920 923
Available-for-sale financial assets 11 18,683 5,378
71,044 57,184
Current assets
Trade receivables 18,887 12,350
Other receivables 2,843 1,689
Available-for-sale financial assets 11 - 12,723
Current tax assets - 243
Cash and bank balances 34,261 20,179
55,991 47,184
Total assets 127,035 104,368
EQUITY AND LIABILITIES
Capital and reserves
Share capital 12 (5,740) (5,740)
Share premium (1,369) (1,369)
Cumulative translation reserve 2,895 3,398
Other reserves (43,448) (43,448)
Retained earnings (48,560) (31,430)
(96,222) (78,589)
Non-current liabilities
Provisions (3,471) (3,707)
Deferred tax liabilities (490) (209)
(3,961) (3,916)
Current liabilities
Trade and other payables (10,189) (9,119)
Deferred subscription income (13,120) (11,019)
Current tax liabilities (2,776) (1,013)
Provisions (767) (712)
(26,852) (21,863)
Total liabilities (30,813) (25,779)
Total equity and liabilities (127,035) (104,368)
Consolidated Statement of Cash Flow
for the year ended 31 December 2009
Notes 2009 2008
US$000 US$000
Profit for the year 24,588 13,290
Adjustments for:
Income tax expense 7 11,682 7,767
Finance income 6 (708) (2,068)
Finance expenses 3 42
Depreciation of property, plant & equipment 9 2,479 2,455
Amortisation of intangible assets 959 481
Loss on disposals of fixed assets 9 42 -
Share based payment charges 478 383
Share of post-tax profit of associate (468) (496)
Operating cash flows before movements in working 39,055 21,854
capital and provisions
(Increase)/decrease in trade and other receivables (6,442) 6,790
Increase in trade and other payables 1,185 2,644
(Decrease)/increase in provisions (393) 2,613
Cash generated by operations 33,405 33,901
Interest paid (3) (41)
Income tax paid (10,091) (10,307)
Net cash generated by operating activities 23,311 23,553
Cash flows from investing activities
Interest received 562 1,474
Purchases of property, plant & equipment and other (792) (7,506)
assets
Acquisition 10 (1,000) -
Development expenditure (874) (348)
Dividends received from associate 387 561
Purchases of available-for-sale financial assets (15,940) (19,885)
Redemption of available-for-sale financial assets 15,951 -
Net cash used in investing activities (1,706) (25,704)
Cash flows from financing activities
Issue of share capital 12 - -
Purchase of own shares into treasury (3,273) (11,020)
Issue of own shares from treasury 604 631
Appropriations under the Exchange Rights Agreement 8 (919) (1,531)
Dividends paid 8 (4,721) (8,229)
Net cash used in financing activities (8,309) (20,149)
Net increase/(decrease) in cash and cash equivalents 13,296 (22,300)
Cash and cash equivalents at the beginning of the 20,179 46,900
year
Effect of exchange rate fluctuations on cash held in 786 (4,421)
foreign currencies
Cash and cash equivalents at the end of the year 34,261 20,179
Consolidated Statement of Changes in Equity
for the year ended 31 December 2009
Share capital Share premium Other reserves Cumulative Retained earnings Total
translation reserve
US$000 US$000 US$000 US$000 US$000 US$000
At 1 January 2009 5,740 1,369 43,448 (3,398) 31,430 78,589
Profit for the year - - - - 24,588 24,588
Other comprehensive income for - - - 503 (119) 384
the year
Total comprehensive income for - - - 503 24,469 24,972
the year
Payments of dividends and - - - - (5,640) (5,640)
appropriations
Share based payment charge - - - - 478 478
Income tax on share based - - - - 684 684
payments
Deferred tax on share based - - - - (192) (192)
payments
Purchase of own shares into - - - - (3,273) (3,273)
treasury
Issue of own shares from - - - - 604 604
treasury
Total transactions with owners - - - - (7,339) (7,339)
At 31 December 2009 5,740 1,369 43,448 (2,895) 48,560 96,222
Share capital Share premium Other reserves Cumulative Retained earnings Total
translation reserve
US$000 US$000 US$000 US$000 US$000 US$000
At 1 January 2008 5,740 1,369 43,448 1,535 38,473 90,565
Profit for the year - - - - 13,290 13,290
Other comprehensive income for - - - (4,933) 320 (4,613)
the year
Total comprehensive income for - - - (4,933) 13,610 8,677
the year
Payments of dividends and - - - - (9,760) (9,760)
appropriations
Share based payment charge - - - - 383 383
Income tax on share based - - - - 501 501
payments
Deferred tax on share based - - - - (1,388) (1,388)
payments
Purchase of own shares into - - - - (11,020) (11,020)
treasury
Issue of own shares from - - - - 631 631
treasury
Total transactions with owners - - - - (20,653) (20,653)
At 31 December 2008 5,740 1,369 43,448 (3,398) 31,430 78,589
Other reserves are:
Shares to be issued - the shares to be issued in respect of the Exchange Rights Agreement with Mr Fleming;
Capital redemption reserve - the nominal value of shares redeemed during the group restructuring; and
Merger reserve - arose from the group restructuring in 2004.
Notes to the Financial Statements
for the year ended 31 December 2009
1. Basis of information in the preliminary announcement
The financial information in this preliminary announcement does not constitute the Group's statutory accounts for the years ended 31 December 2009 or 2008. The financial information for the year ended 31 December 2008 is derived from statutory accounts for that year, which have been delivered to the Registrar of Companies, and the financial information for the year ended 31 December 2009 is derived from statutory accounts for that year, which will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 237 (2) or (3) of the Companies Act 1985 in respect of the accounts for 2008 nor a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2009.
This preliminary announcement was approved by the board of directors on 15 March 2010.
2. Accounting policies
Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
Dealogic (Holdings) plc's consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU ('adopted IFRS'), IFRIC Interpretations and those sections of the Companies Act 2006 applicable to companies reporting under IFRS.
2.2 New significant accounting policies and disclosures
IAS 1 (revised): 'Presentation of financial statements' - The revised standard prohibits the presentation of items of income and expenses (that is, non-owner changes in equity') in the Statement of Changes in Equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity in a Statement of Comprehensive Income. As a result, the group presents in the Consolidated Statement of Changes in Equity all owner changes in equity, whereas all non-owner changes in equity are presented in the Consolidated Statement of Comprehensive Income. Comparative information has been re-presented so that it also is in conformity with the revised standard. The change in accounting policy affects presentation and disclosure.
IFRS 3 (revised) 'Business Combinations' (2008) and IAS 27 (revised) 'Consolidated and Separate Financial Statements (2008)' - The group has adopted IFRS 3 and IAS 27 (revised) for business combinations occurring after 1 January 2009. All business combinations occurring on or after this date are accounted for by applying the acquisition method. The change in accounting policy was applied prospectively and had no material impact on the financial statements.
Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the group takes into consideration potential voting rights that currently are exercisable. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.
The group measures goodwill as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, all measured as of the acquisition date.
Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the group to the previous owners of the acquiree, and equity interests issued by the group. Consideration transferred also includes the fair value of any contingent consideration.
Where any deferred consideration on acquisition is to be satisfied by a fixed number of Dealogic (Holdings) plc shares and where the group has no obligation to deliver cash or other financial assets, the directors estimate the deferred consideration which is recognised within equity.
Transaction costs that the group incurs in connection with a business combination, such as finder's fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.
A contingent liability of the acquiree is assumed in a business combination only if such liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.
In the current financial year the group applied the acquisition method for the business combination that occurred during the year. As a result of the adoption of these standards, acquisition related costs of US$236,000 were charged to the Statement of Comprehensive Income when they were incurred.
IFRS 8 'Operating Segments' - As of 1 January 2009 the group determines and presents operating segments based on information that is provided internally to the Board of Directors, which is the group's chief operating decision maker. This change in accounting policy is due to the adoption of IFRS 8. Previously operating segments were determined and presented in accordance with IAS 14 'Segment Reporting'. The new accounting policy in respect of operating segment disclosures is as follows:
Comparative segment information has been re-presented in conformity with the transitional requirements of IFRS 8. The change in accounting policy only affects presentation and disclosure.
An operating segment is a component of the group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the group's other components. The results for each operating segment, for which discrete financial information is available, are reviewed regularly by the Board to assess their performance and to make decisions about resources to be allocated to the segments.
Segment results that are reported to the Board include items that are attributable to a segment as well as those that can be allocated to the segment on a reasonable basis.
IFRS 2 'Share Based Payments - vesting conditions and cancellations' - the amendment to IFRS 2 clarifies that only service and performance conditions are vesting conditions, which have to be taken into account to determine the fair value of the equity instruments granted. In the case that the award does not vest as a result of a failure to meet a non-vesting condition that is within the control of either the group or counterparty, this accounted for as a cancellation. Cancellations must be treated as accelerated vestings and all remaining future charges are immediately recognised in the Statement of Comprehensive Income. IFRS 2 requires retrospective adoption, however, there is no impact on the financial statements for 2009 and in previous accounting periods.
Amendment to IFRS 7, 'Financial Instruments: Disclosures' - amendment to IFRS 7 clarifies the existing requirements for liquidity risk. The group has made disclosures regarding liquidity risk within these financial statements.
3. Critical accounting judgements and estimates
In preparing the consolidated financial statements, the directors are required to make judgements in applying the group's accounting policies and in making estimates and assumptions about the future. These estimates and assumptions could have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the future financial periods. The critical judgements that have been made in arriving at the amounts recognised in the consolidated financial statements are discussed below.
Critical accounting judgements:
3.1 Exchange Rights Agreement
Mr T Fleming holds an effective 25% non-controlling interest in Dealogic LLC (the 'LLC'), the principal operating subsidiary of the Company in the USA. The Company, the LLC and Mr Fleming have entered into an Exchange Rights Agreement ('ERA') under which Mr Fleming and the Company can each elect to exchange Mr Fleming's holding in the LLC at any point in the future for 12,346,842 Ordinary Shares in the Company. In accordance with IAS 27 (revised) and IAS 32 the ERA arrangements are accounted for as the acquisition of the 25% non-controlling interest in the LLC for a consideration of 12,346,842 shares to be issued. Appropriations paid to Mr Fleming in respect of LLC tax are treated as an income tax expense by the group and the shares to be issued are included in the basic average number of shares in issue for the purposes of calculating earnings per share. Dividend-equivalent appropriations are presented in a manner equivalent to dividends of the Company.
3.2 Capital Data Limited
The group has a 50% equity interest in Capital Data Limited ('CDL') a Company incorporated in 1996. Euromoney Institutional Investor PLC ('Euromoney') owns the other 50% of the ordinary shares in CDL. Both the group and Euromoney are entitled to receive license fees from CDL and the group is solely responsible for and entitled to 100% of CDL's profits or losses after tax. CDL was established for the specific purpose of enabling Dealogic to combine the bond and loan databases owned by Euromoney with the group's software products. CDL's products (and those of Dealogic's successor products which use the CDL databases) are an integral part of Dealogic's platform. CDL is not an operating entity, it is a vehicle through which the revenue and costs of products in which the databases are incorporated are channelled for the narrow purpose of preserving Euromoney's legal title and rights to licence fees. Through its entitlement to 100% of CDL's profits, Dealogic has the right to obtain a majority of the benefits of CDL's activities and is exposed to a majority of the risks. Accordingly, following the guidance of SIC Interpretation 12, CDL is treated as a wholly owned subsidiary of the group.
3.3 Employee Share Trust
In January 2008 a new employee benefit trust, the Dealogic Employee Share Trust ('the EST') was established. The EST is independent of the company. The assets of the EST are held on trust for the benefit of all or any one or more of the employees of the group. The EST has independent trustees. In the exercise of any of their powers, the trustees shall consult with the company's remuneration committee and may, in their absolute discretion, implement any recommendations made to them by the remuneration committee as they shall think fit. The EST was established to accomplish the narrow and well defined objective of providing benefits to employees of the group, in particular the provision of ordinary shares in the Company in satisfaction of the exercise of share options. Accordingly, following the guidance of SIC Interpretation 12, the EST is treated as a wholly owned subsidiary of the group.
Critical estimates:
3.4 Income taxes
In recognising income tax assets and liabilities, management makes estimates of the likely outcome of decisions by tax authorities on transactions and events whose treatment for tax purposes is uncertain. Where the final outcome of such matters is different, or expected to be different, from previous assessments made by management, a change to the carrying value of income tax assets and liabilities will be recorded in the period in which such determination is made. The carrying values of income tax assets and liabilities are disclosed separately in the consolidated Statement of Financial Position.
3.5 Share options
Share options are granted on a discretionary basis and vest after a period of service. The fair value of options granted is determined using a Black-Scholes valuation model. The significant inputs into the model are share price at grant date, exercise price, expected option life, dividend yield and the risk free rate. The volatility measured at the standard deviation of expected share price returns is based on statistical analysis of daily share prices.
4. Operating segments
The group has adopted the "management approach" in identifying the operating segments as outlined in IFRS 8. Management has analysed the information that the Chief Operating Decision Maker reviews and has concluded that the operating segments should reflect the geographic split of the business.
The group has three reportable segments: Europe, Middle East and Africa (EMEA); Americas; and Asia. Disclosures for prior periods have been re-calculated to present the information for those periods in accordance with the new segment definitions.
For the year ended 31 December 2009
EMEA Americas Asia Total
US$000 US$000 US$000 US$000
Revenue 30,968 51,263 10,544 92,775
Depreciation and amortisation (1,135) (2,188) (115) (3,438)
Operating costs (22,972) (23,247) (8,021) (54,240)
Contribution 6,861 25,828 2,408 35,097
Inter-segment revenue/(costs) 9,914 (10,471) 557 -
Operating profit 16,775 15,357 2,965 35,097
Finance income 700 16 (8) 708
Finance expenses - - (3) (3)
Share of post-tax profit of associate 468 - - 468
Profit before income tax 17,943 15,373 2,954 36,270
Income tax expense (5,066) (6,553) (63) (11,682)
Profit for the year 12,877 8,820 2,891 24,588
Reportable segment total assets 80,530 44,077 2,428 127,035
Reportable segment total liabilities (23,064) (7,363) (386) (30,813)
For the year ended 31 December 2008
EMEA Americas Asia Total
US$000 US$000 US$000 US$000
Revenue 35,026 39,615 6,718 81,359
Depreciation and amortisation (1,420) (1,496) (20) (2,936)
Operating costs (30,177) (22,557) (7,154) (59,888)
Contribution 3,429 15,562 (456) 18,535
Inter-segment revenue/(costs) 6,007 (7,911) 1,904 -
Operating profit 9,436 7,651 1,448 18,535
Finance income 1,837 231 - 2,068
Finance expenses (40) - (2) (42)
Share of post-tax profit of associate 496 - - 496
Profit before income tax 11,729 7,882 1,446 21,057
Income tax expense (3,528) (4,177) (62) (7,767)
Profit for the year 8,201 3,705 1,384 13,290
Reportable segment total assets 61,688 41,040 1,640 104,368
Reportable segment total liabilities (18,654) (6,709) (416) (25,779)
Group revenue includes all of the top 10 global investment banks, of which one represents more than 10% of total revenue.
There are no reconciling items between figures presented above and the primary financial statements.
5. Staff numbers
The average number of employees (including directors) during the year was:
2009 2008
No. No.
Programmers & Researchers 249 279
Sales & Support 139 139
Central Services & Management 72 71
460 489
6. Finance income
2009 2008
US$000 US$000
Interest on short-term bank deposits 285 1,491
Interest on available-for-sale financial assets 344 92
Exchange gains 79 485
708 2,068
7. Income tax expenses
7.1 The tax charge comprises:
2009 2008
US$000 US$000
Current tax
UK Corporation tax 8,436 6,688
Double tax relief (2,817) (3,111)
5,619 3,577
Foreign tax 7,904 4,061
13,523 7,638
Adjustments in respect of prior years
UK tax (846) (68)
Foreign tax (198) (39)
(1,044) (107)
Total current tax 12,479 7,531
Deferred tax
Origination and reversal of timing differences
Current year
UK tax (118) 4
Foreign tax (569) 195
(687) 199
Adjustments in respect of prior years
UK tax (13) 34
Foreign tax (97) 3
(110) 37
Total deferred tax (797) 236
Total tax on profit on ordinary activities 11,682 7,767
Foreign tax includes US$2,654,000 (2008: US$1,513,000) of ERA tax.
7.2 The difference between the total tax charge and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is shown below.
2009 2008
US$000 US$000
Group profit on ordinary activities before tax 36,270 21,057
Less: Share of post-tax profit of associate (468) (496)
35,802 20,561
Tax on group profit on ordinary activities at the standard 10,025 5,860
UK corporation tax rate of 28.0% (2008: 28.5%)
Effects of:
Expenses that are not deductible in determining taxable 313 229
profits
Tax rates of subsidiaries operating in other jurisdictions 2,649 1,594
Change in tax rates 9 (38)
Other timing differences (160) 192
Adjustment to current and deferred tax in respect of prior (1,154) (70)
periods
Total tax charge for the year recognised in the 11,682 7,767
consolidated statement of comprehensive income
8. Dividends and appropriations
The dividends paid in the year are detailed below:
Dividend per share Dividend per share Dividend value Appropriation value
pence cents US$000 US$000
2007 Final dividend paid on 12 4.6 9.3 6,199 1,148
May 2008
2008 Interim dividend paid on 1.7 3.1 2,030 383
3 Nov 2008
Recognised in 2008 6.3 12.4 8,229 1,531
2008 Final dividend paid on 13 3.1 4.3 2,766 536
May 2009
2009 Interim dividend paid on 1.9 3.1 1,955 383
2 Nov 2009
Recognised in 2009 5.0 7.4 4,721 919
The directors propose a second interim dividend of 7.5 pence, 11.3 cents (2008 final dividend: 3.1 pence, 4.3 cents) in respect of the 2009 financial year be paid on 1 April 2010 to shareholders on the register on 26 March 2010. This dividend has not been included as a liability in these financial statements. At the same date a proportionate payment will be made in respect of the dividend element of the appropriation under the terms of the Exchange Rights Agreement. These payments, amounting to US$7,168,000 and US$1,395,000 respectively, will be accounted for when paid.
9. Property, plant and equipment
Leasehold Computer equipment Fixtures and fittings Total
improvements
US$000 US$000 US$000 US$000
Cost
At 1 January 2009 4,873 4,364 4,006 13,243
Additions 94 635 6 735
Disposals (55) (244) (773) (1,072)
Exchange movements 228 156 158 542
At 31 December 2009 5,140 4,911 3,397 13,448
Depreciation
At 1 January 2009 1,021 2,565 2,165 5,751
Charge for year 533 1,114 832 2,479
Disposals (23) (234) (773) (1,030)
Exchange movements 109 79 137 325
At 31 December 2009 1,640 3,524 2,361 7,525
Net book value
At 31 December 2009 3,500 1,387 1,036 5,923
Leasehold Computer equipment Fixtures and fittings Total
improvements
US$000 US$000 US$000 US$000
Cost
At 1 January 2008 2,714 5,410 2,188 10,312
Additions 3,501 1,344 2,367 7,212
Disposals (668) (1,778) - (2,446)
Exchange movements (674) (612) (549) (1,835)
At 31 December 2008 4,873 4,364 4,006 13,243
Depreciation
At 1 January 2008 1,432 3,416 2,014 6,862
Charge for year 556 1,267 632 2,455
Disposals (668) (1,778) - (2,446)
Exchange movements (299) (340) (481) (1,120)
At 31 December 2008 1,021 2,565 2,165 5,751
Net book value
At 31 December 2008 3,852 1,799 1,841 7,492
At 1 January 2008 1,282 1,994 174 3,450
A contribution of US$1,600,000 towards the cost of refurbishing the new offices in New York was received from the landlord in March 2008. This has been accounted for as a lease incentive and not deducted from the additions to leasehold improvements in the table above.
The group held no assets under finance leases or hire purchase contracts at the year end (2008: none).
10. Other intangible assets
Computer software 2009 2009 2009 2008
and databases Databases Software Total Total
US$000 US$000 US$000 US$000
Cost
At 1 January - 1,318 1,318 1,210
Additions - 67 67 294
Acquisition 495 495 990 -
Disposals - - - (5)
Exchange movements - 65 65 (181)
At 31 December 495 1,945 2,440 1,318
Amortisation
At 1 January - 929 929 796
Charge for year - 243 243 210
Acquisition 179 178 357 -
Disposals - - - (5)
Exchange movements - 33 33 (72)
At 31 December 179 1,383 1,562 929
Net book value
At 31 December 316 562 878 389
At 1 January - 389 389 414
The acquisition for US$990,000 relates to the purchase of the Investor Profiles products from Ilios Partners, LLC. These assets are amortised over their estimated useful lives, which vary from one to three years.
11. Available-for-sale financial assets
2009 2008
US$000 US$000
Non current assets 18,683 5,378
Current assets - 12,723
18,683 18,101
All available-for-sale financial assets attract an AAA credit rating.
12. Called Up Share Capital
2009 2008
Authorised
Ordinary shares of £0.05 each as at 1 £ 7,000,000 £ 7,000,000
January and 31 December
Allotted, called up and fully paid
Ordinary shares of £0.05 each as at 1 £ 3,569,557 £ 3,569,557
January and 31 December
Ordinary shares of £0.05 each as at 1 US$ 5,740,424 US$ 5,740,424
January and 31 December
Number allotted
Ordinary shares of £0.05 each 71,391,140 71,391,140
Shares in issue Treasury shares Allotted shares
'000 '000 '000
At 1 January 2008 67,583 3,808 71,391
Re-purchase of own shares (4,032) 4,032 -
Re-issue of own shares 667 (667) -
At 31 December 2008 64,219 7,172 71,391
Re-purchase of own shares (1,575) 1,575 -
Re-issue of own shares 786 (786) -
At 31 December 2009 63,430 7,961 71,391
Treasury shares - Company and EST No. of shares Movements in retained
earnings
'000 US$000
At 1 January 2008 3,808 15,984
Re-purchase of own shares 4,032 11,020
Re-issue of own shares (667) (631)
At 31 December 2008 7,172 26,373
Re-purchase of own shares 1,575 3,273
Re-issue of own shares (786) (604)
At 31 December 2009 7,961 29,042
The Company issued nil (2008: nil) £0.05 ordinary shares during the year.
During the year the Company purchased 1,575,469 (2008: 750,000) of its own ordinary shares at a total cost of US$3,273,000 (2008: US$1,668,000). The Company issued 786,791 (2008: 667,462) shares to satisfy the exercise of share options by employees. Since 1 January 2010, the Company has not purchased any further shares.
The EST purchased nil (2008: 3,281,609) shares at a total cost of US$nil (2008: US$9,351,000). It has not purchased any further shares since 31 December 2008.
Both the shares purchased by the Company and those held by the EST are held as Treasury Shares and excluded from the calculation of earnings per share.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. The EST has waived its rights to receive dividend on the 3,281,609 shares it holds.
13. Earnings per share
The earnings and weighted average numbers of ordinary shares used in the calculation of earnings per share are as follows:
2009 2008
US$000 US$000
Profit for the year 24,588 13,290
Number Number
000's 000's
Weighted average number of shares in issue (excluding 63,703 65,207
Treasury Shares, which include shares held by employee
share trusts)
Shares to be issued under the Exchange Rights Agreement 12,347 12,347
Basic weighted average number of shares 76,050 77,554
Dilutive effect of share options 446 648
Diluted weighted average number of shares 76,496 78,202
Number of potentially dilutive share options (weighted 2,454 2,044
average)
Cents Cents
Basic earnings per ordinary share 32.3 17.1
Diluted earnings per ordinary share 32.1 17.0
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR KKPDPKBKBKND
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| 05-03-10 | RNS |
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RNS Number : 1497I Dealogic (Holdings) PLC 05 March 2010 Dealogic (Holdings) plc Notification of announcement of preliminary results Dealogic (Holdings) plc, the provider of software, communications and information products to the global capital markets, intends to announce its results for the year ended 31 December 2009 on Tuesday 16th March 2010.
ENQUIRIES Dealogic (Holdings) plc
Company Secretary J.P. Morgan Securities Ltd (Nominated Advisor)
END This information is provided by RNS The company news service from the London Stock Exchange END
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| 18-10-09 | ||||
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Has anybody got any information on this stock. I see that there are only 5 posts since Jan 05. Any info greatly appreciated.
Anne |
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| 08-04-08 | ||||
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Glad to see they are making changes at the top here. Pity it's taken a couple of years to get the ball rolling ! Is this business dead in the ground ? Jack |
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| 20-09-07 | ||||
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Anyone out there any idea why this stock refuses to rise. Another set of outstanding results another increase in dividend yet the stock just sits on a huge spread
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| 07-01-05 | ||||
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Could in part be due to the strengthening of the US$ They make a significant part of the earnings is the US so the high dollar would have impacted results
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The contents of the postings summarised here represents the opinions of the authors and not of Interactive Investor Trading Limited.
They have not been approved or issued by Interactive Investor Trading Limited.
They have not been approved or issued by Interactive Investor Trading Limited.
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