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INFORM. CONNECT. Ascential plc Annual Report 2016 Ascential plc is a global business-to-business media group, listed on the London Stock Exchange. Our focused portfolio of market-leading brands enable an informed and connected business world that leads to better decisions and creates opportunities. Our brands are organised under two divisions based We also have strong positions in specific marketplaces, on operational expertise: Exhibitions & Festivals and particularly: consumer goods and services through to Information Services. consumer consumption; education technology; construction, environmental and manufacturing; and • In the Exhibitions & Festivals segment, we organise Government services. large-scale exhibitions, congresses and festivals where customers come together to form business To continue to retain and attract new customers in relationships and transact. Key brands in this segment these core markets, we offer world-class valuable are Cannes Lions, Spring and Autumn Fair and content which is accessed via all mainstream platforms Money20/20. from anywhere in the world. Increasingly, we expect that our brands will deliver both digital and face-to-face • In Information Services, we provide high quality, propositions. industry-specific business intelligence, and forecasting via digital subscription products. Key brands in this We employ more than 1,600 people and our headquarters segment are WGSN and Groundsure. are in London. We have offices in 15 countries, and our main operating locations are in the UK and US. To view and download our interactive version of this Report, please visit www.ascential.com. Strategic report See page 6 01 Key highlights 02 Company overview 04 Chairman’s Statement 06 Our capabilities: growth 08 Market overview 09 Business model 10 Chief Executive’s Review 14 Strategy summary 16 Financial Review 24 Alternative performance measures 28 Risk management and principal risks GROWTH 33 Viability and going concern statements 34 Our capabilities: product 36 Segmental review See page 34 Exhibitions & Festivals Information Services 44 Our capabilities: content 46 People and values 48 Corporate and Social Responsibility Governance 52 Board of Directors 54 Corporate Governance Statement 60 Directors’ Report 65 Report of the Audit Committee PRODUCT 67 Report of the Nomination Committee 68 Directors’ Remuneration Report Financial statements See page 44 83 Independent Auditor’s Report 87 Consolidated statement of profit and loss 88 Consolidated statement of other comprehensive income 89 Consolidated statement of financial position 90 Consolidated statement of changes in equity 91 Consolidated statement of cash flows 92 Notes to the non-statutory financial statements 126 Parent Company Statement of financial position 127 Parent Company Statement of changes in equity 128 Notes to the Company financial statements CONTENT STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Key highlights 2016 was another year of strong growth in revenue, profits • the decision to sell 13 Heritage Brands to refine focus to and cash flows. Key highlights were: scalable market-leading events and information services brands with no material print advertising revenue; and • our listing on the London Stock Exchange; • the acquisition, after the year end, of MediaLink. • the launch of Money20/20 Europe, Lions Entertainment, Bett Middle East, WGSN Insight and the WGSN single We have retained our focus on customer retention and platform contributing to organic growth on continuing engagement. Our goal throughout the year has been to operations of 9.5%; further increase the number of customers we serve and simplify how we work so that we may deliver sustainable • the acquisition of One Click Retail; organic revenue growth, strong cash flow and increased margins. Financial highlights Year ended 31 December Growth – Growth – 2016 2015 reported organic1 £m £m % % Revenue from continuing operations Exhibitions & Festivals 180.0 150.4 19.7% 12.3% Information Services 119.6 106.2 12.6% 5.4% Continuing revenue 299.6 256.6 16.8% 9.5% Adjusted EBITDA from continuing operations2 Exhibitions & Festivals 73.5 56.9 29.2% 17.5% Margin 40.8% 37.8% Information Services 35.1 29.7 18.2% 4.7% Margin 29.3% 28.0% Central costs (12.7) (10.0) Continuing EBITDA 95.9 76.6 25.2% 11.5% Margin 32.0% 29.9% Adjusted operating profit from continuing operations3 83.0 60.8 36.5% Operating profit from continuing operations 32.1 24.3 32.1% Loss before tax from continuing operations (1.8) (43.6) Free cash flow4 90.9 79.9 Free cash flow conversion 85% 88% Net debt5 223.7 382.3 Leverage 2.1x 4.2x 1 “Organic” growth is calculated to provide a more meaningful analysis of underlying performance. The following adjustments are made: (a) constant currency (restating FY15 at FY16 exchange rates); (b) event timing differences between periods (if any); and (c) excluding the part-year impact of acquisitions (of RNG and OCR) and disposals (of MBI). There were no event timing differences in 2015 or 2016. See the reconciliation on page 26. 2 Adjusted EBITDA is IFRS operating profit before expensing: (a) depreciation of tangible fixed assets and amortisation of software; (b) exceptional items; (c) amortisation of acquired intangible assets; (d) impairment of tangible fixed assets and software intangibles; and (e) share-based payments. 3 Adjusted operating profit is IFRS operating profit before expensing: (a) exceptional items; (b) amortisation of acquired intangible assets; (c) impairment of tangible fixed assets and software intangibles; and (d) share-based payments. 4 Free cash flow is cash generated from operations before exceptional items, less capital expenditure and tax paid. Free cash flow conversion is this measure of free cash flow divided by Adjusted EBITDA from both Continuing and Discontinued Operations. See the reconciliation on page 25. 5 Leverage is net debt divided by Adjusted EBITDA from both Continuing and Discontinued Operations. 01 Ascential plc Annual Report 2016 Company overview Our customers are at the heart of everything that we do Data overload and saturation is driving We are expert at two types of products: large-scale, content driven events and valued information services. Our brands customers to be ever more discerning, selecting increasingly offer both digital and live event elements, which a smaller number of trusted brands where they enable customers to access valued information through know they can rely on the information and market-leading products and platforms. Our clear operating structure makes us simple to deal with and allows our access they gain and the difference it makes to customers fast access to the information and connections their businesses. Our aim is to ensure our brands they need. are the most sought out and trusted. Exhibitions & Festivals: £180.0m (2015: £150.4m) Exhibitions, Festivals and Congresses • Cannes Lions 60% • Lions regional festivals Group revenue • Money20/20 • Spring and Autumn Fair • Bett • Pure • CWIEME 68% • RWM Group EBITDA • Glee • BVE • World Retail Congress • UKTI Information Services: £119.6m (2015: £106.2m) • WGSN • One Click Retail • Planet Retail/RetailNet 40% Group Group revenue • Retail Week • Glenigan • Groundsure • DeHavilland 32% Group EBITDA 02 Ascential plc Annual Report 2016 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Our events include large-scale exhibitions, congresses and 16 of our 20 continuing product lines are number one in festivals where customers come together to form business their markets. relationships and transact. Key brands in this segment include Cannes Lions, Money20/20, Spring/Autumn Fair, Bett In 2016, our top five brands represented 69% of the Group's and CWIEME. revenue from continuing operations and together they grew faster than our other brands. We continued to deliver Key brands in our Information Services segment, which provide customer service improvements and invested in additional high-quality intelligence, include WGSN, Groundsure and One content, broader access and expanded reach both online Click Retail. MediaLink was acquired shortly after the year end. and offline to ensure market-leading positions were further extended. How Ascential helps its customers What it is/ Since 1954, the Cannes The world’s leading FinTech The UK’s largest trade show is key progress Lions International Festival event is acknowledged as the gateway to UK retailing. The this year of Creativity has brought the being centre stage of the shows offer 13 show sections branded communications payments industry. and welcome around 60,000 industry together every year at visitors and are constantly the number one global festival Founded in the US five edited to serve the needs of to learn, network and celebrate. years ago, Money20/20 more than 2,500 exhibitors. successfully launched its The Festival in June marks the first European edition in Improved targeting, marketing culmination and start of the April – and was Ascential’s and visitor experiences have creative year, when a global biggest launch to date. driven the quality of visitors community of the world’s most and overall event expansion See page 38 inventive, talented and creative assisted by onsite rebook people set the agenda for the and location-based pricing. year ahead. See page 38 See page 36 How Ascential helps its customers One Click Retail ONLINE SIMPLIFIED What it is/ Leading global provider of Transforming environmental A high growth e-commerce key progress market intelligence and trend data into location intelligence business