globaldata PlC
annual rePort and aCCounts
For the year ended 31 deCember 2015
ComPany no. 03925319
Formerly Progressive digital media grouP PlC
1
Contents
stRategiC RepoRt
2015 highlights
our Business
principal activity
our Business model
Chairman’s statement
Chief executive’s Report
operational Review
Development of the Business
Chief Financial officer’s Report
Financial performance
Key performance indicators
principal Risks and Uncertainties
DiReCtoRs’ RepoRt
the Directors
Corporate governance Report
audit Committee Report
Directors’ Remuneration Report
statement of Directors’ Responsibilities
Company highlights
gRoUp RevenUe (ContinUing opeRations)
2015
2014
£60.5m
£48.3m
DeFeRReD RevenUe BalanCe
2015
2014
aDjUsteD eBitDa
2015
2014
£29.3m
£21.5m
£12.0m
£8.1m
5
7
7
9
11
12
13
14
15
16
18
22
24
26
inDepenDent aUDitoR’s RepoRt
280
Cash geneRation
2015
2014
£1.3m
DiviDenD peR shaRe
2015
2014
Nil
£10.9m
2.5 pence
FinanCial statements
group
Consolidated income statement
32
Consolidated statement of Comprehensive income 33
Consolidated statement of Financial position
Consolidated statement of Changes in equity
Consolidated statement of Cash Flows
notes to the Consolidated Financial statements
Company
independent auditor’s Report (Company)
Company statement of Financial position
Company statement of Changes in equity
Company statement of Cash Flows
notes to the Company Financial statements
advisers
34
35
36
37
69
70
71
72
73
85
Reliance on this document
Our Business Review on pages 3 to 15 has been prepared in accordance with the Strategic Report requirements of section 414C of the Companies Act 2006.
The intention of this document is to provide information to shareholders and is not designed to be relied upon by any other party or for any other purpose.
Forward-looking statements
This document contains forward-looking statements which are made by the directors in good faith based on information available to them at the time of approval of
this report. In particular, all statements that express forecasts, expectations and projections with respect to future matters, including trends in results of operations,
margins, growth rates, overall market trends, the impact of interest or exchange rates, the availability of financing, anticipated costs savings and synergies and the
execution of GlobalData Plc’s strategy, are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that will occur in future. There are a number of factors which could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements, including a number of factors outside of GlobalData Plc’s control. Any forward-
looking statements speak only as of the date they are made, and GlobalData Plc gives no undertaking to update forward-looking statements to reflect any changes
in its expectations with regard thereto or any changes to events, conditions or circumstances on which any such statement is based.
Who we are and what we do
We produce and own premium business
information for each of our verticals.
We provide data, insight and analysis
across multiple platforms that enable
our customers to gain a competitive
advantage in their markets.
Timeline
2010
Acquisition of
Canadean
2012
Acquisition of
Kable
2014
Acquisition
of Current
Analysis and
ERC
announced
acquisition of
globalData
2011
Started
Conlumino
2013
Acquisition
of Pyramid
Research
2015
Datamonitor
Consumer, Verdict,
Datamonitor FS and
Marketline
employees
700
730
790
880
900+
1100+
Key milestones
Established
Acquisition & Integration
A business
infomation
company
3
globaldata plc annual RepoRt and accounts 2015 GlobalData is a world leading provider of data and analysis for
consumer, technology and healthcare businesses.
4
G l o b a l d a t a p l c an n u a l R e p oRt a n d ac c o u n t s 2 0 1 5
Strategic Report
2015 Highlights
Group revenue (continuing operations)
Group revenue
up 25%
Organic
revenue up 14%
Deferred
revenue up 36%
£60.5m
£48.8m
£29.3m
Key highlights and achievements
� Organic growth and acquisitions have transformed the business
� Organic revenue growth of 14.1%
� Deferred revenue increased by 36.3% to £29.3m
� Maiden dividend of 2.5p pence per share reflecting the improved
prospects for the Group
� Completed two major acquisitions
� Changed name to GlobalData
Financial Highlights continuing operations(1)
� Group revenue increased by 25.1% to £60.5m (2014: £48.3m)
� Adjusted EBITDA(2) increased by 47.5% to £12.0m (2014: £8.1m)
� Adjusted EBITDA margin(2) increased by 300 basis points to 19.8%
(2014: 16.8%)
� Cash generated from continuing operations increased by 731.7%
to £10.9m (2014: £1.3m)
� Reported loss before tax from continuing operations of £2.8m
(2014: loss of £3.1m)
note 1: Continuing operations: include the part year effect of the Consumer acquisition and exclude the disposal of the non-core B2B
print business. The results do not include any contribution from the recently completed acquisition of the Healthcare business information
assets from GlobalData Ltd.
note 2: adjusted eBitDa: Earnings before interest, tax, depreciation and amortisation, non-trading exchange rate losses, impairment,
share based payments, adjusted for costs associated with derivatives, acquisitions, integration and restructure of the Group. Adjusted
EBITDA margin is defined as: Adjusted EBITDA as a percentage of revenue.
5
globaldata plc annual RepoRt and accounts 2015 “This is a Group
transformed and one
which is clearly focused
on the provision of
premium business
information services to
global industries, all with
significant opportunities
for long-term growth.”
BeRnaRD CRagg
CHAIRmAn
6
Globaldata plc annual RepoRt and accounts 2015 Strategic Report
Our Business
principal activity
The principal activity of GlobalData Plc (GD) and its
subsidiaries (‘the Group’) is to enable organisations
in the Consumer, Information Communications
Technology (ICT) and Healthcare markets to gain
competitive advantage by providing unique, high
quality business information and services across
multiple platforms.
our Business model
The Group produces and owns premium business
information for each of our markets. We provide
insight and analysis across multiple
data,
platforms that enable our customers to gain
a competitive advantage in their markets. We
have a clear philosophy of owning our own data
and intellectual property together with powerful
analysis supporting our clients’ businesses.
Our business model is designed to generate revenues
off a relatively fixed operating cost base, allowing for
operational gearing to drive increased cash generation
and profit growth. The key features are:
� Strong asset base with scalable business model
- premium intelligence and customer datasets
� Global coverage of Consumer,
Healthcare information markets
ICT and
� Focus on subscription revenues - high quality
recurring income, with high barriers to entry
and pricing power
� Investment in human capital.
7
globaldata plc annual RepoRt and accounts 2015 Business Information
Consumer
Healthcare
he a l t hC aRe
Technology
8
G l o b a l d a t a p l c an n u a l R e p oRt a n d ac c o u n t s 2 0 1 5
Strategic Report
Chairman’s Statement
This has been a year of transition for the Group; we
completed one significant acquisition, announced another
and exited from the more traditional B2B print sector. The
net effect of these transactions is a Group transformed and
one which is clearly focused on the provision of premium
business information services to global industries, all with
significant opportunities for long-term growth.
In recognition of this transformation and to reflect
our business more fully, the Group has renamed itself
GlobalData Plc and has, as previously announced, made a
number of changes to the Board and senior management
team. It is exciting that mike Danson has agreed to assume
the role of Chief Executive of the enlarged group and I am
proud to become its non-Executive Chairman. The overall
change in structure and the integration of the acquisitions
will result in a more focused management team.
For the forthcoming year we expect to make further
progress as we position the Group to take advantage of its
strong market positions.
our markets
Since the Group formed we have been consistent in our
strategy of developing the business information side of
the company. The recent acquisitions, coupled with the
disposal of the non-core B2B print assets, are consistent
with this strategy. Following these transactions, the Group
will operate in three key global business information
verticals (namely Consumer, Information Communications
Technology
(ICT) and Healthcare) with a combined
addressable market estimated at over US$10 billion.
Whilst distinct from one another, our verticals do share
some common characteristics: large global industry, no
dominant supply side provider and with a demand side
which is large, fragmented and with a history of spend on
business information products and services.
We now have geographical reach and operational scale with
each vertical represented, globally, by one or more of the
Group’s brands; Consumer being served by Canadean, ICT
by Current Analysis and Healthcare by GlobalData.
our employees
It has been a challenging year for the Group and its
employees. That so much has been achieved and that we
continued to grow during a period of such transformation is
a testament to the quality, dedication and hard work of our
staff. I would like to express my own and my fellow Board
members’ appreciation of the continued commitment of
our colleagues and wish them all every success for the year
ahead.
Board changes
I am delighted that murray Legg has agreed to join the Board
of the Company as a non-Executive Director succeeding me
as Chairman of the Audit Committee.
maiden dividend
Our business is one that is focused on the efficient
management of working capital and
increased cash
generation. The Board therefore believes it can invest in the
business, achieve growth in profits and service a progressive
dividend policy. Having regard to the improved prospects for
the Group and the cash requirements of the business for the
year ahead, the Board is pleased to announce a proposed
maiden final dividend of 2.5 pence per share. The proposed
final dividend will be paid on 3rd June 2016 to shareholders
on the register at the close of business on 13th may 2016.
Corporate governance
Good corporate governance is a key contributor to the long-
term success of the Group and the Board aspire to the UK
Corporate Governance Code to the extent that it considers
relevant. We have reported on our Corporate Governance
arrangements on page 18.
The Board sets and monitors the Group’s strategy,
reviewing trading performance, ensuring adequate funding,
examining development possibilities and formulating policy
on key issues. The Board is also responsible for monitoring
the risk and control environment.
I believe the Board, with its diverse skill set and wealth
of experience in the media and business information
industries, provides the leadership required to enable the
Group to meet its objectives.
Current trading and outlook
We have had a good start to the year and despite an
uncertain economic climate we remain confident for the
remainder of the year.
Bernard Cragg
Chairman
1 march 2016
9
globaldata plc annual RepoRt and accounts 2015 Revenue Mix by Geography
North America 28.9%
Europe 28.2%
United Kingdom 28.1%
Rest of World 14.8%
10
Globaldata plc annual RepoRt and accounts 2015
Strategic Report
Chief Executive’s Report
The Group delivered a good set of financial results for the
year, increasing revenues, margins and cash generation.
That we performed so well during a period of such
transformation is, I believe, a testament to the robustness
of our business model, confirmation that our strategy is
sound and more importantly, a reflection of the quality and
commitment of our staff.
The business has changed significantly over the last year.
We now have a business with largely annualised global
revenues. The confidence in the business has resulted in a
maiden dividend of 2.5 pence a share.
Operational Review
the group’s performance this year – continuing operations
Continuing operations include the part year effect of the
Consumer acquisition and exclude the disposal of the
non-core B2B print business. Additionally, the results do
not include any contribution from the recently completed
acquisition of the Healthcare business information assets
from GlobalData Ltd.
1. Revenue
On a continuing basis, revenues increased by 25.1%
to £60.5m (2014: £48.3m) which reflects both good
organic growth (14.1%) and the part year benefit of the
Consumer acquisition. The acquired Consumer business
is, I am pleased to report, performing well and in line with
management expectations.
With the acquisition of the Healthcare business our
business information revenues will, broadly speaking, be
equally balanced across the three industry verticals.
2. Deferred Revenue
Deferred revenue increased by 36.3% to £29.3m (2014:
£21.5m). On a pro-forma basis, deferred revenue, including the
acquired deferred revenue for the Healthcare business, was
£36.0m at 31 December 2015, providing significant visibility on
2016 expected revenues.
3. adjusted eBitDa
Adjusted EBITDA increased by 47.5% to £12.0m (2014:
£8.1m) with the Group’s margin improving by 3.0% to 19.8%
(2014: 16.8%). The EBITDA margin growth reflects the
benefit of operational gearing.
4. Cash generation
Cash generation improved significantly during the year,
with cash generated from continuing operations increasing
by £9.6m to £10.9m (2014: £1.3m). Cash conversion (cash
generated from operations as a percentage of Adjusted
EBITDA) increased to 91.2% from 16.2% in the prior year.
Development of the Business
acquisitions
During 2015 we completed the acquisition of the Consumer
business from Informa Plc, announced the acquisition of
the Healthcare business (completed January 2016) and
divested from our legacy B2B print business. The net result
of these transactions is to transform the Group to one that is
solely focused on the provision of business information with
high levels of forward (deferred) revenues and improved
cash generation.
acquisition of Consumer Business from informa plc
The £25.1 million acquisition of the Consumer business
information assets from Informa Plc provides scale, depth
and additional categories in an important industry sector.
Operational metrics
Group revenue
up 25%
Deferred
revenue up 36%
Cash Generation
up 731.7%
£29.3m
£10.9m
£60.5m
11
globaldata plc annual RepoRt and accounts 2015 “the business has changed significantly
over the last year. We now have a
business with largely annualised
global revenues. the confidence in
the business has resulted in a maiden
dividend of 2.5 pence a share.”
acquisition of healthcare Business
The £66.5 million acquisition of the Healthcare business
industry vertical to the Group’s
adds a third global
existing business information proposition. Additionally, the
acquisition provides further geographic and operational
scale in the important north American market, where
previously the Group was under represented.
Disposal of B2B print assets
Exit from non-core B2B print businesses, which allows the
Group to focus on Business Information in verticals which
have more favourable long-term growth prospects.
strategy
Our principal objective is to become one of the world’s
leading providers of premium, subscription based business
information products and services to the verticals we serve.
To that end, we have four core strategic priorities:
� To develop world class products and services
� To continue to develop our sales capabilities
� To improve operational effectiveness
� To provide best in class customer service
Developing world class products and services
Our content is data driven and analyst led and provides our
clients with strategic and tactical insights for the markets
that they operate in. Our content is robust, relevant and
unique; the majority of which can be accessed via our online
delivery platforms that give our clients real time access to
critical business information and an increasing array of work
flow tools.
Increase our geographic sales capabilities
The business information market is dominated by north
America, which accounts for 50% of global spend, followed
by Europe and Asia Pacific. Our goal is to create more
geographical balance in our business reflecting market
size. Consequently, the Group will look to increase its
management and sales operations in the important north
American and Asia Pacific markets.
and client delivery. The Group constantly seeks to improve
these systems and processes in order to drive improved
these
efficiencies and operating margins. moreover,
common systems and processes ease expansion into new
geographies and reduce integration risk.
Providing best in class customer service
We believe that outstanding customer service is a critical
component
in delivering customer satisfaction and
improved customer retention. Our aim is to deliver best in
class customer service at every point of interaction with our
clients. If successful we should expect to see upper quartile
renewal rates by volume for our subscription products.
Future Developments
Our focus for the year ahead is to integrate the recent
acquisitions, to further embed our products and services in our
existing client base and to secure new business wins through
increased sales headcount and improved customer service.
The key objectives for the forthcoming year are:
� Integration, investment and growth from our recent
acquisitions
� Expand our sales footprint in north America and Asia
Pacific
� Increase subscription renewal rates across our three
verticals and geographies
� Improve operating margins and cash generation.
We are a transformed business focused solely on the provision
of business information to three global verticals, all of which
present opportunities for long-term profitable growth. We
expect that 2016 will be a year of progress and opportunity for
the Group.
We have a simple strategy, with clear goals and achievable
objectives.
Improve operational effectiveness
The Group has a number of common systems and
processes from sales management to content production
mike Danson
Chief Executive
1 march 2016
12
Globaldata plc annual RepoRt and accounts 2015 Strategic Report
Chief Financial Officer’s Report
Financial Performance
The recent acquisitions and exit from the legacy B2B print business has improved the financial profile of the business. I am
pleased that on a continuing basis, for the twelve months ended 31 December 2015, revenue increased by 25.1% to £60.5m,
Adjusted EBITDA increased by 47.5% to £12.0m and cash generated from continuing operations increased to £10.9m being
some 91.2% of Adjusted EBITDA.
Financial highlights
Positive movement across all key trading metrics.
� Group revenue increased by 25.1% to £60.5m (2014: £48.3m)
� Organic revenue increased by 14.1%
� Deferred Revenue increased by 36.3% to £29.3m (2014: £21.5m)
� Adjusted EBITDA(1) increased by 47.5% to £12.0m (2014: £8.1m)
� Adjusted EBITDA margin(1) increased by 3.0% to 19.8% (2014: 16.8%)
� Reported EBITDA(2) increased to £3.2m (2014: £0.4m)
� Reported loss before tax from continuing operations of £2.8m (2014: loss of £3.1m) inclusive of £4.3m restructuring
costs and £2.1m share based payments charge
� Cash generated from continuing operations increased by 731.7% to £10.9m (2014: £1.3m)
� net debt(3) of £25.5m (2014: £8.7m)
Continuing operations
Revenue
Loss before tax
Depreciation
Amortisation
Finance costs
eBitDa2
Restructuring costs
Property related provisions
Revaluation of short and long-term derivatives
Share based payments charge
Exceptional property costs
non-trading foreign exchange loss
m&A costs
Deal costs
adjusted eBitDa1
Adjusted EBITDA margin1
2015
£’000s
2014
£’000s
movement
60,466
48,344
25.1%
(2,803)
(3,100)
676
4,392
886
3,151
4,258
61
216
2,066
6
774
1,464
6
12,002
19.8%
547
2,425
484
356
2,237
(221)
15
4,371
13
787
431
146
8,135
16.8%
785.1%
47.5%
note 1: adjusted eBitDa: Earnings before interest, tax, depreciation and amortisation, impairment, share based payments,
adjusted for costs associated with derivatives, acquisitions, non-trading exchange losses, integration and restructure of the
Group. Adjusted EBITDA margin is defined as: Adjusted EBITDA as a percentage of revenue.
note 2: eBitDa: Earnings before interest, tax, depreciation, amortisation and impairment. Includes a non-cash charge of
£2.1 million for share based payments (2014: £4.4 million).
note 3: net debt: Cash and cash equivalents less short and long-term borrowings.
13
globaldata plc annual RepoRt and accounts 2015 Strategic Report
Chief Financial Officer’s Report
Key Performance Indicators
The key performance indicators selected are used by the Executive Directors to monitor the Group’s performance and
progress from continuing operations. During the year we have made good progress across our revenue and deferred
revenue metrics.
Eliminating the benefit of our recent acquisition, continuing revenues grew by 14.1%. Deferred revenues grew as a combined
result of our recent acquisition and strong sales in the last quarter of the year, with underlying organic year-on-year growth
of 4%.
During the year the Group obtained further financing facilities to fund the acquisition of the Consumer business information
assets, which is reflected in the net debt position at year end.
Revenue adjusted eBitDa
adjusted
eBitDa margin
Deferred
Revenue
net Debt(1)
2015
2014
% growth
£60.5m
£48.3m
25.1%
£12.0m
£8.1m
47.5%
19.8%
16.8%
3.0%
£29.3m
£21.5m
36.3%
£25.5m
£8.7m
193.5%
note 1: net debt: Short and long-term borrowings less cash and cash equivalents.
earnings per share
Basic loss per share from continuing operations was (4.08) pence per share (2014: loss of (4.29) pence per share). Fully
diluted loss per share from continuing operations was also (4.08) pence per share (2014: loss of (4.29) pence per share) due
to the share options in issue being anti-dilutive.
Cash flow
The Group generated £12.0 million of Adjusted EBITDA in 2015, which excludes £0.2 million paid in relation to onerous
leases. Working capital movements reduced the cash generated from continuing operations to an inflow of £10.9 million.
Trade and other receivables were lower than the previous year at £32.1 million (2014: £33.0 million), reflecting the transfer
of assets held for sale in 2015, offset by strong billings in the last quarter of the year as well as the effect of the Consumer
acquisition from Informa Plc.
A further draw down on the Banking facilities negotiated with The Royal Bank of Scotland in 2014 resulted in a cash inflow of
£10.0 million. In addition to this, a new term loan of £10.0 million was taken from The Royal Bank of Scotland, meaning a total
inflow from financing activities of £20.0 million. During the year, the Group repaid an aggregate of £1.9m of its term loans to
The Royal Bank of Scotland in accordance with the repayment terms.
Capital expenditure (excluding balances in relation to acquisitions) was £1.5 million in 2015 (£2.3 million in 2014). This
included £1.1 million on software (£1.1 million in 2014).
Currency rate risk
The Group’s primary objective in managing foreign currency risk is to protect against the risk that the eventual Sterling
net cash flows will be affected by changes in foreign currency exchange rates. To do this, the Group enters into foreign
exchange contracts that limit the risk from movements in US Dollar, Euro and Indian Rupee exchange rates with Sterling.
Whilst commercially this hedges the Group’s currency exposures, it does not meet the requirements for hedge accounting
and accordingly any movements in the fair value of the foreign exchange contracts are recognised in the income statement.
liquidity risk and going concern
The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it has sufficient liquidity to meet
its liabilities as they fall due with surplus facilities to cope with any unexpected variances in timing of cash flows. The
Group meets its day-to-day working capital requirements through free cash flow. Based on cash flow projections, the
Group considers the existing financing facilities to be adequate to meet short-term commitments. The Directors have a
reasonable expectation that there are no material uncertainties that cast significant doubt about the Group’s ability to
continue as a going concern. Accordingly, the Group has prepared the Annual Report and Accounts on a going concern basis.
14
Globaldata plc annual RepoRt and accounts 2015 Strategic Report
Chief Financial Officer’s Report
Principal Risks and Uncertainties
The Directors consider that the principal risks and uncertainties facing the Group are:
Risk Description
potential impact
mitigation
staff Recruitment and
Retention
The Group is a people-based
business; failure to attract
or retain key employees
could seriously impede
future growth.
� Failure to recruit or retain key
staff could lead to reduced
innovation and progress in the
business.
Competition and Clients
The Group operates in highly
competitive yet fragmented
markets.
� Loss of market share due to
changing markets.
� Reduced financial
performance arising from
competitive threats.
� The Group operates a competitive remuneration
package.
� Long-term incentive schemes with over 100 senior
management participants.
� The introduction of the Senior Leadership Team to
encourage motivation and engagement with the
business.
� Continued development of must have content with
improved workflow and delivery platforms thereby
becoming a provider of choice in the markets we serve.
� Embed our products and service in client
organisations thereby increase switching costs.
� Provide improved and best in class client support
thereby improving customer satisfaction and
retention.
� The Group operates in fragmented niche markets
offering high barriers to entry.
economic
The Group’s businesses
operate in three key
geographic markets namely
Europe, north America and
Asia Pacific all of which
have near term economic
challenges.
Financial
Currency exchange rate
fluctuations could adversely
impact the Group’s
consolidated results.
� Reduction in client spending
or postponing spending on
the services offered by the
Group and/ or changes to
payment terms which can
lead to reduced profitability
and cash flow.
� management of headcount and overheads.
� Increased controls over capital expenditure and
working capital.
� Strategic focus on north American market which
is the biggest market for business information and
where the Group remains under-represented.
� The Group’s reporting
� The Group hedges the currency element of its net
currency is Pounds Sterling.
Given the Group’s significant
international operations,
fluctuations in currency
exchange rates can affect the
Group’s consolidated results.
assets using foreign currency borrowings.
� The balance sheet and cash flows of the Group are
hedged by borrowing in the currency of those cash
flows.
� The Group’s treasury position is a recurring agenda
item for the Audit Committee.
it and systems Failure
� Significant operational
disruption caused by a major
disaster.
� Business continuity plans have been implemented
across the Group, including disaster recovery
programmes, and plans to minimise business
disruption.
� The Group also has relevant insurance cover for
certain occurrences.
� IT Infrastructure is managed by third party provider
with 24 hour management and monitoring with
back up and disaster protocols.
simon pyper
Chief Financial Officer, approving the Strategic Report on behalf of the Board
1 march 2016
15
globaldata plc annual RepoRt and accounts 2015 The Directors
Bernard Cragg
Chairman
Mike Danson
Chief executive
Simon Pyper
Chief Financial officer
Mike Danson is Founder and
Chief Executive of GlobalData
Plc. He founded Datamonitor
Plc, an online information
company, in 1990. In 2000,
Datamonitor completed its
flotation on the London Stock
Exchange and was sold to
Informa for £502 million in
2007. He founded GlobalData
Plc in 2009 by reversing into
TMN Media.
Simon Pyper is Founder and
Chief Financial Officer of
GlobalData Plc. Previously,
Simon was Group Finance
Director of Datamonitor
Plc until its sale to Informa
Plc. During his tenure
at Datamonitor Plc he
supported the business
as it delivered significant
increases in revenues,
earnings and shareholder
returns. Simon received an
MBA from Henley in 2003 and
is a qualified accountant.
Bernard Cragg is Chairman
of GlobalData Plc. Bernard
currently sits on the boards
of Alternative Networks
Plc, Astro Malaysian
Holdings Berhad, Astro
Overseas Limited and Astro
All Asia Network Limited.
Bernard qualified with Price
Waterhouse as a chartered
accountant before joining
Carlton Communications
becoming Chief Financial
Officer and Finance Director.
Bernard was the Chairman of
Datamonitor Plc and during
his time there he was an
integral part of the executive
team which oversaw the
rapid growth of the business
and its eventual successful
sale in 2007.
16
Globaldata plc annual RepoRt and accounts 2015 Mark Freebairn
non-executive Director
Peter Harkness
non-executive Director
Kelsey van
Musschenbroek
non-executive Director
Murray Legg
Non-Executive Director
Mark Freebairn is the
head of the CFO practice
and a member of the
Board Practice at Odgers
Berndtson, one of the UK’s
leading executive search
firms. Mark has over
eighteen years of experience
in the recruitment and
executive search industry
working principally in Board-
level recruitment. Mark has
been retained by a number
of quoted companies across
a broad range of industry
sectors to find and recruit
both Executive Directors and
Non-Executive Directors
who can help deliver on their
strategic and operational
objectives.
Peter Harkness has more
than 30 years’ experience
as a Director or Chairman
of several successful
businesses, predominantly
in the media sector. Peter
has played an active role
in a number of private
equity deals and has gained
extensive experience on
the boards of both public
and private companies. He
is currently Chairman of
Chrysalis Venture Capital
Trust Plc, of the travel media
group, Volanti Holdings
and e-commerce group
MyTimeMedia. Peter was a
Non-Executive Director of
Datamonitor until its sale to
Informa. He was Chairman
of the Butler Group until its
sale to Datamonitor and was
Executive Chairman of media
monitoring group, Precise
Media, now part of WPP.
Kelsey van Musschenbroek
joined the Group as a Non-
Executive Director on 1
September 2010 upon the
acquisition of Canadean.
Prior to this, Kelsey was
one of the founders of
Canadean and has been
a Director of Canadean
since its beginnings in the
early 1970’s as a specialist
strategic think tank for the
food and drinks industry.
Kelsey has a wealth of
experience in market
research and analysis
including the food and drinks
industry, and in particular
European soft drinks.
After graduating from St
Andrew’s University, he
joined the Financial Times,
finishing his time there as
Commercial Editor with
special responsibility for the
international food and drinks
industries.
Murray Legg is a chartered
accountant with over 35
years of audit and advisory
experience gained with
PwC in the UK where until
retirement in 2013 he
held a variety of senior
management, governance
and client roles. As a partner
he spent 15 years supporting
and advising a number of
major UK companies whose
operations covered a broad
range of industry sectors.
Murray is currently a Non-
Executive Director of Tower
Bridge Ventures and Sutton
and East Surrey Water Plc.
17
globaldata plc annual RepoRt and accounts 2015 Directors’ Report
Corporate Governance Report
The Group is committed to high standards of corporate governance. Companies can choose to voluntarily adopt the UK
Corporate Governance Code. Whilst the Group does not voluntarily adopt all provisions of the Code, we have reported on our
Corporate Governance arrangements on pages 18 to 21 by drawing upon best practice available, including those aspects of the
UK Corporate Governance Code we consider to be relevant to the company and best practice.
the Board
The Group is led by the Board, which is now made up of two Executive Directors and five non-Executive Directors. As a result
of the announced Board changes, the Chairman of the Board is now Bernard Cragg, who will resign his position as the senior
independent non-Executive Director and Chairman of the Audit Committee. murray Legg will succeed Bernard as the Audit
Committee Chairman following his appointment on 1 march 2016.
The non-Executive Directors’ shareholdings are detailed in the Directors’ Interests table on page 21 of the report. The Board
has determined that all the non-Executive Directors are independent and that their shareholding in the Company does not
affect their independence.
In 2015, the Board met 11 times during the year and there is a formal schedule of matters reserved for the consideration
of the Board. The Board is responsible to the shareholders for the proper management of the Group. The Board sets and
monitors the Group strategy, reviewing trading performance, ensuring adequate funding, examining development possibilities
and formulating policy on key issues. The Board is also responsible for monitoring the risk and control environment.
The Chairman is responsible for the running of the Board and together with the Board members, determining the strategy of
the Group. The Chief Executive is responsible for the running of the Group’s businesses.
The non-Executive Directors have the opportunity to meet without the Executive Directors in order to discuss the performance
of the Board, its committees and individual Directors.
All Directors are required to stand for re-election every year. The terms and conditions of appointment of the non-Executive
Directors are available for inspection at our registered office.
The Company Secretary ensures that the Board and its committees are supplied with papers to enable them to consider
matters in good time for meetings and to enable them to discharge their duties. Procedures are in place for the Directors in
the furtherance of their duties to take independent professional advice, if necessary at the Company’s expense.
The Board has established Audit and Remuneration Committees with mandates to deal with specific aspects of its business.
The table below details the membership and attendance of individual Directors at Board and committee meetings held during
the year ended 31 December 2015.
Board meetings during the year:
number of meetings
Peter Harkness
Bernard Cragg
mark Freebairn
Kelsey van musschenbroek
mike Danson
Simon Pyper
18
Board
audit Committee
Remuneration
Committee
10
11
11
9
11
11
4
4
3
4
n/A
n/A
1
1
1
1
n/A
n/A
Globaldata plc annual RepoRt and accounts 2015 Directors’ Report
Corporate Governance Report
Remuneration Committee
The Remuneration Committee comprises the Chairman mark Freebairn, Peter Harkness, Bernard Cragg and Kelsey van
musschenbroek. The Remuneration Committee is responsible for determining the service contract terms, remuneration
and other benefits of the Executive Directors, details of which are set out in the Remuneration Report on pages 24 and 25.
The terms of reference of the Remuneration Committee are available for inspection on request.
audit Committee
The Audit Committee comprised the Chairman Bernard Cragg (until 1 march 2016 at which time murray Legg assumed the
role as Chairman), Peter Harkness, mark Freebairn and Kelsey van musschenbroek. murray Legg is a Chartered Accountant
with recent and relevant financial experience. Bernard was appointed Chairman of the Board following the acquisition of
the Healthcare business in January 2016. The Board confirm that prior to becoming Group Chairman and throughout 2015,
Bernard was independent in his role as Audit Committee Chairman.
The Committee met four times in the year with the external auditors in attendance.
The Committee is responsible for reviewing the Interim Report and the Annual Report and Accounts and it oversees the
controls necessary to ensure the integrity of the financial information reported to shareholders. The Audit Committee
discusses the nature, scope and findings of the audit with the external auditors and monitors the independence of the
external auditors. The Committee is also responsible for considering the appointment or re-appointment of external
auditors and the audit fee. The terms of reference of the Audit Committee are available for inspection on request.
The Audit Committee discharges its responsibilities through receiving reports from management and advisers, working
closely with the auditors, carrying out and reviewing risk assessments and taking counsel where appropriate in areas when
required to make a judgement.
The Audit Committee has considered the need for a separate internal audit function but due to the size of the Group and
procedures in place to monitor both trading performance and internal controls, it was concluded the costs of a separate
internal audit department would outweigh the benefits.
internal control and risk management
The Board has overall responsibility for the Group’s system of internal controls and for monitoring its effectiveness.
However, such a system is designed to manage rather than eliminate risk of failure to achieve business objectives and can
only provide reasonable and not absolute assurance against material misstatement or loss.
The Directors review the effectiveness of the Group’s system of internal controls. This review extends to all controls including
financial, operational, compliance and risk management. Formal risk review is a regular Board agenda item.
The key controls in place have been reviewed by the Board and comprise the following:
� The preparation of comprehensive annual budgets and business plans integrating both financial and operational
performance objectives, with an assessment of the associated business and financial risks. The overall Group budget
and business plan is subject to approval by the Board.
� Weekly revenue reports are produced and reviewed by management.
� monthly management accounts are prepared and reviewed by the Board. This includes reporting against key
performance indicators and exception reporting.
� An organisational structure with formally defined lines of responsibility. Authorisation limits have been set throughout
the Group.
� The quarterly preparation and Board review of management accounting control checklists.
going concern
The Group meets its day-to-day working capital requirements through free cash flow. Based on cash flow projections, the
Group considers the existing financing facilities to be adequate to meet short-term commitments.
19
globaldata plc annual RepoRt and accounts 2015 Directors’ Report
Corporate Governance Report
The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about the
Group’s ability to continue as a going concern. Accordingly, the Group has prepared the Annual Report and Accounts on a
going concern basis.
viability statement
The Directors have assessed the prospect of the Group over a longer period than the 12 months required by the ‘Going
Concern’ provision. In making their assessment, the Board have considered financial forecasts for the next three years as
part of the annual planning process and also during the decision making processes on the acquisitions announced and
completed in 2015. Within the review, the Board considered the Group’s cash flows including debt repayment profile and
profit forecasts through to the end of 2018.
In addition to the three year forecasts, the Board has considered the strategic 2020 plan, which sets out objectives and
targets for key metrics on profitability and cashflow as well as non-financial metrics such as product quality and customer
retention rates. The principal risks detailed on page 13 have been considered and in the opinion of the Board, the Group has
adequate contingencies in place to mitigate these risks.
Based on the results of their review, the Directors have a reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the three year period of their assessment.
shareholder relationships
The Company operates a corporate website at www.globaldata.com where information is available to potential investors
and shareholders.
The Board will use the Annual General meeting to communicate with shareholders and seek their participation. The notice
of the Annual General meeting will be circulated more than 21 working days prior to the meeting.
employee policies
The Group places considerable value on the involvement of its employees and keeps them informed on matters affecting
them as employees and on the factors affecting the performance of the Group. This is achieved through formal and informal
meetings.
The Group benefits from the diversity and variety of its workforce and is fully committed to maintaining and encouraging
diversity. It is the Group’s policy to give full and fair consideration to the employment of disabled persons, the continuing
employment of employees becoming disabled, and to the full development of the careers of disabled employees, having
regard to their particular abilities.
The Group does not discriminate on the grounds of gender, race, disability, sexuality, religion, philosophical belief, political
belief, trade union membership or age as guided by the Equality Act 2010.
At 31 December 2015, the Group employed the following number of employees of each gender:
2015
no.
697
395
1,092
2014
no.
720
379
1,099
male
Female
20
Globaldata plc annual RepoRt and accounts 2015 Directors’ Report
Corporate Governance Report
health and safety
It is the policy of the Group to conduct all business activities in a responsible manner, free from recognised hazards and
to respect the environment, health and safety of our employees, customers, suppliers, partners, neighbours and the
community at large.
political donations
The Group has not made any political donations during the year.
supplier payments policy
It is the Group’s policy to abide by the payment terms agreed with suppliers whenever it is satisfied that the supplier has
provided the goods and services in accordance with agreed terms and conditions. At 31 December 2015 the Group had 38
days’ purchases outstanding (2014: 49 days)
subsequent events
It was announced on the 22 January 2016 that the Group had completed the acquisition of the Healthcare business
GlobalData Holding Limited and simultaneously disposed of a number of non-core B2B print assets. Relevant disclosures
on these post balance sheet events have been made in note 28 of the financial statements.
Financial instruments
Use of financial instruments and exposure to various financial risks has been discussed within the Strategic Report (page 14).
Future developments
Future developments have been discussed within the Strategic Report (page 12).
Directors’ Interests
Details of the Company’s share capital are set out in note 22 to the financial statements. As at 1 march 2016, mike Danson
had a beneficial interest of 69.7 per cent of the issued ordinary share capital of the Company. no other person has notified
any interest in the ordinary shares of the Company, in accordance with AIm Rule 17.
The interests of the Directors in the ordinary shares of the Company were as follows:
mike Danson
Bernard Cragg
mark Freebairn
Peter Harkness
Kelsey van musschenbroek
Simon Pyper
number of ordinary shares
71,304,325
140,000
48,944
70,000
374,780
171,048
21
globaldata plc annual RepoRt and accounts 2015 Directors’ Report
Audit Committee Report
The Audit Committee plays an important role in the governance of the Group and I am pleased to present our report
to you for 2015. I am delighted that murray Legg has agreed to join the Board as a non-Executive Director succeeding
me as Chairman of the Audit Committee. murray will assume his position from 1 march 2016.
As Chairman of the Audit Committee it was my responsibility to ensure that the Committee was rigorous and effective in its
role of monitoring and reviewing:
� The integrity of the financial statements of the Group and any formal announcements relating to financial performance
� The effectiveness of internal controls and risk management framework
� The integrity of the Group’s relationship with the external auditors and the effectiveness of the audit process.
During the year the Audit Committee met on four occasions and I am satisfied that we were presented with papers of good
quality and in a timely fashion.
The Audit Committee now consists of murray Legg (Chairman), Bernard Cragg (former Chairman), Peter Harkness, mark
Freebairn and Kelsey van musschenbroek.
the integrity of financial reporting
We reviewed the integrity of the financial statements and all formal announcements relating to financial performance
during 2015. As part of the review, we engaged in discussion with the external auditors on whether significant areas of
judgement and significant risks were adequately reported and disclosed.
We have adopted the enhanced audit report for the 2015 Annual Report and Accounts. This is not a mandatory requirement,
as the Group is AIm listed and has not voluntarily adopted the UK Corporate Governance Code; however the enhanced
disclosure has been included as a matter of best practice.
the effectiveness of internal controls and risk management framework
The Committee has a clear process for identifying, evaluating and managing risk. Significant risks faced by the Group are
documented in the Group’s risk register and considered regularly. The external auditors include a review of the Group’s risk
register in their audit approach. Furthermore, the Board holds an ‘Away Day’ each year when the Group’s performance,
strategy and significant risks are critically evaluated, including a review of the effectiveness of internal controls.
external auditor
The Committee recommends the reappointment of Grant Thornton UK LLP for 2016. We believe their independence,
the objectivity of the external audit and the effectiveness of the audit process is safeguarded and remains strong. This is
displayed through their robust internal processes, their continuing challenge, their focused reporting and their discussions
with both management and the Audit Committee. We judge Grant Thornton UK LLP through the quality of their audit
findings, management’s response and stakeholder feedback.
In order to maintain the independence of the external auditors, the Board has determined that non-audit work will not be
offered to the external auditors unless there are clear efficiencies and value added benefits to the Group.
The Audit Committee annually reviews the remuneration received by the auditors for audit services and non-audit work.
Their audit and non-audit fees are set, monitored and reviewed throughout the year (see note 4 of the financial statements).
The non-audit fees in the year were not material in the context of the overall fee and the Committee deemed that no conflict
existed between such audit and non-audit work.
22
Globaldata plc annual RepoRt and accounts 2015 Directors’ Report
Audit Committee Report
tenure of auditor
Grant Thornton UK LLP have been the Auditor for the Group since the reverse takeover of Tmn Group Plc in 2009 and were
also the Auditor of Tmn Group Plc prior to that date.
To maintain the objectivity of the audit process the Group actively supports audit partner rotation.
Bernard Cragg
Former Chairman of the Audit Committee
1 march 2016
Gl o b a l d a t a p l c an n u a l R e p oRt a n d ac c o u n t s 2 0 1 5
23
Directors’ Report
Directors’ Remuneration Report
Unaudited information
the Remuneration Committee
I am pleased to present the Remuneration Committee’s report to you for 2015.
The Remuneration Committee consists of the Chairman mark Freebairn, Peter Harkness, Bernard Cragg and Kelsey van
musschenbroek. In the matters to be decided, members have no personal financial interests, other than as shareholders.
Directors’ remuneration policy
The Board is responsible for setting the Group’s policy on Directors’ remuneration and the Remuneration Committee
decides on the remuneration package of each Executive Director.
The primary objectives of the Group’s policy on executive remuneration are that it should be structured so as to attract
and retain executives of a high calibre with the skills and experience necessary to develop the Company successfully
and, secondly, to reward them in a way which encourages the creation of value for the shareholders. The performance
measurement of the Executive Directors and the determination of their annual remuneration package is undertaken by the
Remuneration Committee. no Director is involved in setting his own remuneration.
The main elements of the Executive Directors’ remuneration are:
� Basic annual salary - The salaries of the Executive Directors are reviewed annually and reflect the executives’
experience, responsibility and the Group’s market value.
� Bonus - Based upon performance.
� Other benefits - Other benefits include medical cover and car allowances.
� Share based payments - Full details of the share option scheme operated by the Group are set out in note 23.
non-executive Directors’ remuneration
All non-Executive Directors have letters of appointment and their remuneration is determined by the Board, having
considered the level of fees in similar companies. non-Executive Directors are not entitled to any pension contributions.
Directors’ service agreements
It is the Group’s policy that Directors should not have service agreements with notice periods capable of exceeding twelve
months. The existing service agreements have neither fixed terms nor contractual termination payments but do have
fixed notice periods. non-Executive Directors have letters of appointment with the Company. The details of the service
agreements of the current Directors are:
non-executive Directors
Peter Harkness
Bernard Cragg
mark Freebairn
Kelsey van musschenbroek
executive Directors
mike Danson
Simon Pyper
24
Contract date
25 June 2009
20 July 2009
13 July 2009
1 September 2010
notice period
1 month
1 month
1 month
1 month
25 June 2009
25 June 2009
12 months
12 months
Globaldata plc annual RepoRt and accounts 2015 Directors’ Report
Directors’ Remuneration Report
Directors’ emoluments
Audited information
non-executive Directors
Bernard Cragg
Peter Harkness
mark Freebairn
Kelsey van musschenbroek
executive Directors
mike Danson
Simon Pyper
Basic salary
£’000s
other benefits
£’000s
2015 total
£’000s
2014 total
£’000s
50
30
30
30
50
290
-
-
-
-
39
1
50
30
30
30
89
291
50
30
30
30
86
1,005
The other benefits consist of company cars and health insurance cover.
As at 31 December 2015, Simon Pyper had 1,120,000 share options in issue (2014: 1,120,000). no options were exercised
during 2015 (2014: 280,000 options). no other Directors have share options.
share options
The Group created a share option scheme during the year ended 31 December 2010 and granted the first options under the
scheme on 1 January 2011 to certain senior employees. Each option granted converts to one ordinary share on exercise. A
participant may exercise their options (subject to employment conditions) at any time during a prescribed period from the
vesting date to the date the option lapses.
In order for the remaining options to be exercised, the Group’s earnings before interest, taxation, depreciation and
amortisation, as adjusted by the Remuneration Committee for significant or one-off occurrences, must exceed targets of
£18.5 million and £23.5 million respectively. The Remuneration Committee will review these targets during 2016 in light of
the acquisition made during 2015 and the acquisition which completed after the balance sheet date.
The total charge recognised for the scheme during the year ended 31 December 2015 was £2.1 million
(2014: £4.4 million). The awards of the scheme are settled with ordinary shares of the Company.
By order of the Board
mark Freebairn
Chairman of the Remuneration Committee
1 march 2016
25
globaldata plc annual RepoRt and accounts 2015 Directors’ Report
Statement of Directors’ responsibilities in respect of the
Annual Report and the financial statements
The Directors are responsible for preparing the Annual
Report, the Directors’ Remuneration Report and the Group
and the parent Company financial statements in accordance
with applicable law and regulations.
auditors
A resolution to reappoint Grant Thornton UK LLP as
auditors to the Company will be proposed at the Annual
General meeting.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare the financial statements
in accordance with
International Financial Reporting
Standards as adopted by the European Union (IFRSs).
Under company law the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs and profit or loss
of the Company and the Group for that period.
In preparing these financial statements, the Directors are
required to:
Disclosure of information to auditors
The Directors confirm that: so far as each Director is aware,
there is no relevant audit information of which the Group’s
auditors are unaware, and the Directors have taken all steps
that they ought to have taken in order to make themselves
aware of any relevant audit information and establish that
the Group’s auditors are aware of that information.
annual general meeting
The Annual General meeting will be held on 17 may 2016
at John Carpenter House, John Carpenter Street, London
EC4Y 0An at 12 noon.
� select suitable accounting policies and then apply them
On behalf of the Board
consistently;
� make judgements and accounting estimates that are
reasonable and prudent;
� state whether applicable IFRSs have been followed,
subject to any material departures disclosed and
explained in the financial statements;
� prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
mike Danson
Chief Executive
1 march 2016
26
Globaldata plc annual RepoRt and accounts 2015 Global Business
Gl o b a l d a t a p l c an n u a l R e p oRt a n d ac c o u n t s 2 0 1 5
27
Independent Auditor’s Report to the Members of GlobalData Plc
(formerly Progressive Digital Media Group Plc)
our opinion on the group financial statements is unmodified
In our opinion the group financial statements:
� give a true and fair view of the state of the group’s affairs as at 31 December 2015 and of its loss for the year then ended;
� have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union; and
� have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS regulation.
other matter
We have reported separately on the parent company financial statements of GlobalData plc for the year ended 31 December 2015.
Who are we reporting to
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
What we have audited
GlobalData plc’s group financial statements for the year ended 31 December 2015 comprise the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of
changes in equity, the consolidated statement of cash flows and the related notes.
The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European
Union.
overview of our audit approach
� Overall group materiality: £364,000, which represents approximately 3.5% of the group’s Earnings before Interest, Taxation,
Depreciation and Amortisation (‘EBITDA’);
� We performed full scope audit procedures for UK locations and full scope and targeted audit procedures for overseas
locations; and
� Key audit risks were identified as:
• Revenue recognition;
• Acquisition of Verdict Research Limited;
• Intangibles impairment review; and
• Management override of controls.
our assessment of risk
In arriving at our opinions set out in this report, we highlight the following risks that, in our judgement, had the greatest effect on
our audit.
28
Globaldata plc annual RepoRt and accounts 2015
Independent Auditor’s Report to the Members of GlobalData Plc
(formerly Progressive Digital Media Group Plc)
audit risk
how we responded to the risk
Revenue recognition
Under International Standards on Auditing (ISAs)
(UK and Ireland), there is a presumed risk of
fraud in revenue recognition. Because of this, we
focused on revenue recognition, particularly given
the Group’s multiple revenue streams which have
different recognition criteria dependent upon the
service provided or product sold. We therefore
identified revenue recognition as a significant risk
requiring special audit consideration.
acquisition of verdict Research limited
On 1 September 2015 the group acquired Verdict
Research Limited for a cash consideration of
£25.1 million. As a result of this acquisition, the
Group recorded intangible assets and goodwill of
£16.6 million and £11.9 million respectively. Key
judgements made by management relate to the
allocation of the purchase price to the assets and
liabilities acquired and adjustments made to align
accounting policies.
from
the acquisition required
To determine the intangible assets and goodwill
arising
the
application of a valuation model to determine the
fair value of the identifiable intangible assets. We
therefore identified the valuation and allocation
of the purchase price to the assets and liabilities
acquired as a significant risk requiring special
audit consideration.
Our audit work included, but was not restricted to:
� an assessment of the methodology and internal control environment
surrounding revenue recognition. This involved assessing the design of
key controls in the revenue business cycle as well as reviewing whether
the implementation of these key controls were satisfactory;
� reviewing the Group’s revenue recognition policy for each revenue stream
and assessed whether it was in accordance with IFRSs as adopted by the
European Union; and
� performing substantive audit tests. The key substantive testing that we
performed was on sales transactions throughout the year across each
of the revenue streams to evaluate whether revenue is recognised in
accordance with the contract terms, having considered the principles of
IFRSs as adopted by the European Union and the commercial substance
of the contracts. The substantive testing also addressed whether revenue
had been recognised in the correct period given when the service
was delivered or product was sold and to ensure appropriate cut off
procedures have been applied as well as the recognition of revenue on a
gross or net basis. The substantive testing addressed accrued income and
deferred revenue balances.
The Group’s accounting policy in respect of revenue recognition is included
in note 2 to the financial statements and related disclosures are included in
note 3.
Our audit work included, but was not restricted to:
� reading the sales and purchase agreement to assess whether
management had identified all the intangible assets;
� engaging our internal valuations specialists to assist the audit team
in assessing the underlying assumptions used in the multi-period
excess earnings method model and royalty rate model performed by
management, and challenging and testing management’s calculations
and assumptions used. This involved challenging both the identification
and valuation of intangible assets. The valuation model includes certain
assumptions which are judgemental in nature including estimates of
future revenue, growth rates, customer retention rates and discount
rates; and
� challenging these assumptions with reference to historic data, sensitivity
analysis, re-computation and benchmarking against industry data
available.
�
� The group’s accounting policy on the valuation of the acquired intangible
assets is shown in notes 1 and 2 to the financial statements and related
disclosures are included in note 26.
29
globaldata plc annual RepoRt and accounts 2015 Independent Auditor’s Report to the Members of GlobalData Plc
(formerly Progressive Digital Media Group Plc)
is
intangibles impairment review
A significant balance on the consolidated balance
intangible assets of £62.5 million,
sheet
including goodwill of £44.1 million. Goodwill
has an indefinite life, and under International
Accounting Standard
of
Assets (‘IAS 36’) requires an annual review for
impairment. Other intangibles are subject to
an impairment test when there is an indication
that an asset may be impaired. The process for
measuring and recognising impairment under
IAS 36 is complex and judgemental. We therefore
identified impairment reviews as a significant risk
requiring special audit consideration.
Impairment
36:
management override of controls
Under ISAs (UK and Ireland), for all of our
audits we are required to consider the risk of
management override of controls. Due to the
unpredictable nature of this risk we are required
to assess it as a significant risk requiring special
audit consideration.
Our audit work included, but was not restricted to:
� challenging the methodology and assumptions used by management in
conducting the impairment review;
� challenging the forecasts prepared by management, where we evaluated
the forecasts by comparing them to historic performance and growth
rates, understanding the key performance indicators driving revenue
and comparing this to market expectations. We challenged the key
assumptions in the model for goodwill and intangible assets such as cash
flow projections, discount rates, long term growth rates and sensitivities
used; and
� evaluating the disclosures related to impairment review.
�
The group’s accounting policy on impairment of intangible assets is shown in note
2 to the financial statements and related disclosures are included in note 11.
Our audit work included, but was not restricted to:
� specific procedures relating to this risk that are required by ISA (UK and
Ireland) 240 ‘The Auditors Responsibilities relating to Fraud in an Audit of
Financial Statements’. This included profiling journal entries and focusing
on unusual items. We tested a sample of journal entries by tracing
the journal entries to source documentation and ensuring these were
appropriately approved, they were posted to the correct account codes
and correct periods as well as valid company expenses;
� evaluating the key judgements and assumptions in management’s
estimates and tested for significant transactions outside the normal
course of business; and
� a detailed review of related party transactions to understand the nature of
transaction and movements from the prior year.
Our application of materiality and an overview of the scope of our audit
materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent
of our audit work and in evaluating the results of that work.
We determined materiality for the Group financial statements as a whole to be £364,000, which is approximately 3.5% of the group’s
Earnings before Interest, Taxation, Depreciation and Amortisation (‘EBITDA’) at the planning stage of our audit. This benchmark is
considered the most appropriate because, in our view, this is the metric against which the financial performance of the Group is
measured both internally and externally. no revision to the materiality that we determined at the planning stage of our audit was
necessary as we judged that it remained appropriate in the context of the group’s actual financial results.
materiality for the current year is lower than the level that we determined for the year ended 31 December 2014 to reflect the
differences in the group’s Earnings before Interest, Taxation, Depreciation and Amortisation (‘EBITDA’) this year.
We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at 75% of financial
statement materiality for the audit of the group financial statements. We also determine a lower level of specific materiality for certain
areas such as directors’ remuneration and related party transactions.
We determined the threshold at which we will communicate misstatements to the Audit Committee to be £18,200. In addition we
will communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.
30
Globaldata plc annual RepoRt and accounts 2015 Independent Auditor’s Report to the Members of GlobalData Plc
(formerly Progressive Digital Media Group Plc)
overview of the scope of our audit
A description of the generic scope of an audit of financial statements is provided on the Financial Reporting Council’s website at
www.frc.org.uk/auditscopeukprivate.
We conducted our audit in accordance with ISAs (UK and Ireland). Our responsibilities under those standards are further described
in the ‘Responsibilities for the financial statements and the audit’ section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with the Auditing Practices Board’s Ethical Standards for Auditors, and we have
fulfilled our other ethical responsibilities in accordance with those Ethical Standards.
Our audit approach was based on a thorough understanding of the group’s business and is risk based, and in particular included:
� an audit of the financial statements of the parent company, GlobalData Plc.
� evaluating controls over key financial systems identified as part of our risk assessment. This included a review of the general
IT controls, the accounts production process and the controls addressing critical accounting matters identified in our risk
assessment.
� substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors
such as our overall assessment of the control environment, the effectiveness of controls over individual systems and the
management of specific risks.
� an assessment of the Group entities. The Group is predominately based within the UK and comprises a number of UK
subsidiaries which are centrally managed and controlled. In establishing the overall approach to the Group audit, we determined
the UK subsidiaries that required an audit, to a subsidiary level of materiality, which provides coverage of over 85% of Group
revenues and 80% of EBITDA. Whilst the majority of the Group’s operations are located in the UK, there are a number of overseas
subsidiaries. We assessed the work required in respect of overseas subsidiaries to be able to conclude whether sufficient
appropriate audit evidence had been obtained as a basis for our opinion on the consolidated financial statements as a whole. The
audit testing for the overseas subsidiaries in respect of the group audit was performed by ourselves.
Other reporting required by regulations
our opinion on other matters prescribed by the Companies act 2006 is unmodified
In our opinion the information given in the Strategic Report and Directors’ Report for the financial year for which the group financial
statements are prepared is consistent with the group financial statements.
matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
� certain disclosures of directors’ remuneration specified by law are not made; or
� we have not received all the information and explanations we require for our audit.
Responsibilities for the financial statements and the audit
What the directors are responsible for:
As explained more fully in the Statement of Directors’ Responsibilities set out on page 24, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view.
What are we responsible for:
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
nicholas page
Senior Statutory Auditor
For And On Behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants, London
1 march 2016
31
globaldata plc annual RepoRt and accounts 2015 Consolidated Income Statement
notes
year ended 31
December 2015
£’000s
year ended 31
December 2014
£’000s
Continuing operations
Revenue
Cost of sales
gross profit
Distribution costs
Administrative costs
Other expenses
operating loss
Analysed as:
adjusted eBitDa1
Items associated with acquisitions and restructure of the Group
Other adjusting items
eBitDa2
Amortisation
Depreciation
operating loss
Finance costs
loss before tax from continuing operations
Income tax expense
loss for the year from continuing operations
(Loss)/profit for the year from discontinued operations
loss for the year
attributable to:
Equity holders of the parent
non-controlling interest
3
5
4
5
5
8
9
25
loss per share attributable to equity holders from continuing operations:
10
Basic loss per share (pence)
Diluted loss per share (pence)
(loss)/ earnings per share attributable to equity holders from
discontinued operations:
Basic (loss)/ earnings per share (pence)
Diluted (loss)/ earnings per share (pence)
total basic loss per share (pence)
total diluted loss per share (pence)
60,466
(36,745)
23,721
(804)
(12,391)
(12,443)
(1,917)
12,002
(5,795)
(3,056)
3,151
(4,392)
(676)
(1,917)
(886)
(2,803)
(306)
(3,109)
(7,992)
(11,101)
(11,101)
-
(4.08)
(4.08)
(10.48)
(10.48)
(14.56)
(14.56)
48,344
(29,730)
18,614
(792)
(11,132)
(9,306)
(2,616)
8,135
(2,606)
(5,173)
356
(2,425)
(547)
(2,616)
(484)
(3,100)
(157)
(3,257)
1,036
(2,221)
(2,106)
(115)
(4.29)
(4.29)
1.52
1.37
(2.77)
(2.77)
The accompanying notes form an integral part of this financial report.
1 We define Adjusted EBITDA as EBITDA adjusted for costs associated with acquisitions, integration, restructure of the Group, share based payments, non-trading
exchange losses, impairment and impact of foreign exchange contracts. See note 5 of the financial statements for details. We present Adjusted EBITDA as
additional information because we understand that it is a measure used by certain investors and because it is used as the measure of Group profit or loss.
However, other companies may present Adjusted EBITDA differently. EBITDA and Adjusted EBITDA are not measures of financial performance under IFRS
and should not be considered as an alternative to operating profit or as a measure of liquidity or an alternative to net income as indicators of our operating
performance or any other measure of performance derived in accordance with IFRS.
2 EBITDA is defined as earnings before interest, tax, depreciation, amortisation and impairment.
32
Globaldata plc annual RepoRt and accounts 2015
Consolidated Statement of Comprehensive Income
Loss for the year
other comprehensive income
Items that will be classified subsequently to profit or loss:
Translation of foreign entities
Other comprehensive loss, net of tax
total comprehensive loss for the year
attributable to:
Equity holders of the parent
non-controlling interest
The accompanying notes form an integral part of this financial report.
year ended 31
December
2015
£’000s
year ended 31
December
2014
£’000s
(11,101)
(2,221)
(55)
(55)
(11,156)
(11,156)
-
(166)
(166)
(2,387)
(2,272)
(115)
33
globaldata plc annual RepoRt and accounts 2015 Consolidated Statement of Financial Position
notes
31 December
2015
£’000s
31 December
2014
£’000
non-current assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Current assets
Inventories
Current tax receivable
Trade and other receivables
Short-term derivative assets
Cash and cash equivalents
non-current assets and current assets classified as held for sale
total assets
Current liabilities
Trade and other payables
Short-term borrowings
Current tax payable
Short-term derivative liabilities
Short-term provisions
non-current liabilities
Long-term provisions
Deferred tax liabilities
Long-term derivative liabilities
Long-term borrowings
Liabilities directly associated with non-current assets and current
assets classified as held for sale
total liabilities
net assets
equity
Share capital
Share premium account
Other reserve
Special reserve
Foreign currency translation reserve
Retained profit
total equity
12
11
16
14
15
13
25
17
18
13
20
20
16
13
18
25
22
1,297
62,540
2,042
65,879
77
432
32,089
-
10,117
42,715
6,425
115,019
(46,061)
(5,214)
-
(201)
(1,649)
(53,125)
(954)
(3,218)
(24)
(30,359)
(34,555)
(2,128)
(89,808)
25,211
154
200
(37,128)
48,422
(181)
13,744
25,211
1,510
42,403
2,226
46,139
150
-
33,049
106
8,261
41,566
-
87,705
(32,567)
(1,283)
(1,240)
(89)
(368)
(35,547)
(84)
(1,769)
(26)
(15,651)
(17,530)
-
(53,077)
34,628
154
200
(37,128)
48,422
(126)
23,106
34,628
These financial statements were approved by the board of directors on 1 march 2016 and signed on its behalf by:
Bernard Cragg
Chairman
mike Danson
Chief Executive
The accompanying notes form an integral part of this financial report. Company number - 03925319.
34
Globaldata plc annual RepoRt and accounts 2015 Consolidated Statement of Changes in Equity
l
a
t
i
p
a
c
e
r
a
h
s
i
m
u
m
e
r
p
e
r
a
h
s
t
n
u
o
c
c
a
e
v
r
e
s
e
r
r
e
h
t
o
e
v
r
e
s
e
r
l
a
i
c
e
p
s
y
c
n
e
r
r
u
c
n
g
i
e
r
o
F
n
o
i
t
a
l
s
n
a
r
t
e
v
r
e
s
e
r
/
t
fi
o
r
p
d
e
n
i
a
t
e
R
)
s
s
o
l
(
e
l
b
a
t
u
b
i
r
t
t
a
y
t
i
u
q
e
s
r
e
d
l
o
h
y
t
i
u
q
e
o
t
t
n
e
r
a
p
e
h
t
f
o
g
n
i
l
l
o
r
t
n
o
c
-
n
o
n
t
s
e
r
e
t
n
i
y
t
i
u
q
e
l
a
t
o
t
£’000s
£’000s
£’000s
£’000s
£’000s
£’000s
£’000s
£’000s
£’000s
Balance at 1 january 2014
153
Loss for the year
other comprehensive income:
Translation of foreign entities
total comprehensive loss for
the year
Transactions with owners:
Issue of share capital: ERC
acquisition
Issue of share capital: share
based payments scheme
Dividends
Share based payments
charge
Excess deferred tax on share
based payments
-
-
-
-
1
-
-
-
-
-
-
-
200
-
-
-
-
(37,128) 48,422
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40
-
20,508
31,995
116
32,111
(2,106)
(2,106)
(115)
(2,221)
(166)
-
(166)
-
(166)
(166)
(2,106)
(2,272)
(115)
(2,387)
-
-
-
-
-
-
(1)
-
200
-
-
4,371
4,371
334
334
Balance at 31 December 2014
154
200
(37,128) 48,422
(126)
23,106
34,628
Loss for the year
other comprehensive income:
Translation of foreign entities
total comprehensive loss for
the year
Transactions with owners:
Share based payments
charge
Excess deferred tax on share
based payments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(11,101)
(11,101)
(55)
-
(55)
(55)
(11,101)
(11,156)
-
-
2,066
2,066
(327)
(327)
Balance at 31 December 2015
154
200
(37,128) 48,422
(181)
13,744
25,211
The accompanying notes form an integral part of this financial report.
-
-
(1)
-
-
-
-
-
-
-
-
-
200
-
(1)
4,371
334
34,628
(11,101)
(55)
(11,156)
2,066
(327)
25,211
35
globaldata plc annual RepoRt and accounts 2015
Consolidated Statement of Cash Flows
Continuing operations
Cash flows from operating activities
Loss for the year from continuing operations
Adjustments for:
Depreciation
Amortisation
Finance costs
Taxation recognised in profit or loss
Profit on disposal of subsidiary
Loss on disposal of property, plant and equipment
non-trading foreign exchange loss
Share based payments charge
Increase in trade and other receivables
Decrease in inventories
Increase in trade payables
Revaluation of short and long-term derivatives
movement in provisions
Cash generated from continuing operations
Interest paid (continuing operations)
Income taxes paid (continuing operations)
net cash from/ (used in) operating activities (continuing operations)
net (decrease)/ increase in cash and cash equivalents from discontinued operations
total cash flows from operating activities
Cash flows from investing activities (continuing operations)
Acquisition of Pyramid Research
Acquisition of ERC Group
Acquisition of Current Analysis Inc
Acquisition of Verdict Research Limited
Proceeds from disposal of subsidiary
Purchase of property, plant and equipment
Purchase of intangible assets
net cash used in investing activities (continuing operations)
net increase in cash and cash equivalents from discontinued operations
total cash flows from investing activities
Cash flows from financing activities (continuing operations)
Repayment of short-term borrowings
Proceeds from long-term borrowings
net cash from financing activities (continuing operations)
net decrease in cash and cash equivalents from discontinued operations
total cash flows from financing activities
net increase/ (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effects of currency translation on cash and cash equivalents
Cash and cash equivalents at end of year
The accompanying notes form an integral part of this financial report.
36
year to 31
December 2015
£’000s
year to 31
December 2014
£’000s
(3,109)
(3,257)
676
4,392
886
306
-
-
774
2,066
(6,504)
73
9,018
216
2,151
10,945
(775)
(2,182)
7,988
(1,624)
6,364
-
-
-
(20,679)
-
(468)
(1,066)
547
2,425
484
157
(106)
8
902
4,371
(4,465)
5
529
15
(299)
1,316
(220)
(1,364)
(268)
518
250
(2,006)
(543)
(11,168)
-
58
(1,212)
(1,128)
(22,213)
(15,999)
-
4
(22,213)
(15,995)
(1,920)
20,000
18,080
-
18,080
2,231
8,261
(375)
10,117
-
10,000
10,000
(6)
9,994
(5,751)
14,178
(166)
8,261
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
1. General information
nature of operations
The principal activity of GlobalData Plc and its subsidiaries (‘the Group’) is to enable organisations in the Consumer, ICT
and Healthcare markets to gain competitive advantage by providing unique, high quality business information and services
across multiple platforms.
GlobalData Plc (‘the Company’) is a company incorporated in the United Kingdom and listed on the Alternative Investment
market. The registered office of the Company is John Carpenter House, John Carpenter Street, London, EC4Y 0An. The
registered number of the Company is 03925319.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)
and IFRIC interpretations as adopted by the European Union and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention as modified by the revaluation of derivative
financial instruments. These financial statements have been prepared in accordance with the accounting policies detailed
below. The accounting policies have been applied consistently throughout the Group.
These financial statements are presented in Pounds Sterling (£), which is also the functional currency of the Company.
These financial statements have been approved for issue by the Board of Directors.
Critical accounting estimates and judgements
The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated
based on historical experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances.
In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year relate to valuation of acquired intangible assets, provisions for share based payments, provision for bad debts
and carrying value of goodwill and other intangibles.
Valuation of acquired intangibles
management identified and valued acquired intangibles on acquisitions that were made during the periods disclosed in
the financial statements. management has applied judgements in identifying and valuing intangible assets separate from
goodwill that consist of assessing the value of software, brands, intellectual property rights and customer relationships.
The intangibles were valued based on either the net present value of the future cash flows associated with the intangible,
or on the cost to recreate an intangible. Assumptions are made on the useful life of an intangible and if shortened, would
increase the amortisation charge recognised in the income statement. The identified intangibles are set out in note 11.
There are a number of assumptions in estimating the present value of future cash flows including management’s expectation
of future revenue, renewal rates for subscription customers, costs, timing and quantum of future capital expenditure, long-
term growth rates and discount rates.
Share based payments
The Group operates a share based compensation plan under which the entity receives services from employees as
consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange
for the grant of the options and awards is recognised as an expense. The total amount to be expensed is determined by
reference to the fair value of the options granted, excluding the impact of any non-market service and performance vesting
conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time
period). non-market vesting conditions are included in assumptions about the number of options and awards that are
expected to vest. The total amount expensed is recognised over the vesting period, which is the period over which all of
the specified existing conditions are to be satisfied. At each reporting date, the entity revises its estimates of the number
of options and awards that are expected to vest based on the non-market vesting conditions. It recognises the impact of
the revision to original estimates, if any, in the income statement, with a corresponding adjustment to the share based
payments reserve within equity. Additional disclosures on the calculation of share based payments are provided in note 23.
Provision for bad debt
The Group is required to judge when there is sufficient objective evidence to require the impairment of individual trade
receivables. It does this on the basis of the age of the relevant receivables, external evidence of the credit status of the
customer entity and the status of any disputed amounts. The provision for bad debts and the ageing of overdue trade
receivables are included in note 15 to the financial statements. Additional disclosures on the assumptions behind the
provision are provided in note 19 within the section on credit risk.
37
globaldata plc annual RepoRt and accounts 2015
Notes to the Consolidated Financial Statements
Carrying value of goodwill and other intangibles
The carrying value of goodwill and other intangibles is assessed at least annually to ensure that there is no need for
impairment. Performing this assessment requires management to estimate future cash flows to be generated by the
related cash generating unit, which entails making judgements including the expected rate of growth of sales, margins
expected to be achieved, the level of future capital expenditure required to support these outcomes and the appropriate
discount rate to apply when valuing future cash flows. See note 11 for further details on intangibles and goodwill.
going concern
The Group meets its day-to-day working capital requirements through free cash flow. Based on cash flow projections the
Group considers the existing financing facilities to be adequate to meet short-term commitments.
In July 2014, the Group refinanced its debt position. A US$17 million term loan was issued by The Royal Bank of Scotland
to partially fund the acquisition of Current Analysis Inc. This is repayable in quarterly instalments over 4 years. The first
instalment was made in July 2015, with total repayments due in 2016 being US$4 million.
The Group took out an additional term loan of £10 million in August 2015, which is repayable in quarterly instalments over 4
years. The first instalment was made in October 2015, with total repayments due in 2016 being £2.5 million.
Additionally, the Group drew a further £10 million in August 2015 from its revolving capital facility (RCF) with The Royal Bank
of Scotland. As at 31 December 2015, the Group had a total draw down of £16.4 million against a total facility of £17 million.
Interest is charged on the term loan and drawn down RCF at a rate of 2.25% over the London Interbank Offered Rate.
Interest is charged on the undrawn RCF at 0.9%.
The finance facilities were issued with debt covenants which are measured on a quarterly basis. There were no breaches of
these covenants during the year and as at 31 December 2015. management have reviewed forecasted cash flows and there
is no indication that there will be any breach in the next 12 months.
The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about
the Group’s ability to continue as a going concern. Accordingly, the Group has prepared the annual report and financial
statements on a going concern basis.
2. Accounting policies
a) Basis of consolidation
The consolidated financial statements include the accounts of the Company and all of its subsidiary undertakings.
� Subsidiaries are those entities controlled by the Group. Control exists when the Group has the power to govern
the financial and operating policies of an enterprise taking into account any potential voting rights. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases.
� Intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated;
unrealised losses are also eliminated unless costs cannot be recovered. Where necessary, accounting policies of
subsidiaries have been changed to ensure consistency with the Group’s accounting policies.
� The results and cash flows relating to a business are included in the consolidated income statement and the consolidated
statement of cash flows from the date of acquisition or are excluded from the date of disposal as appropriate.
b) Change to accounting policies
This report has been prepared based on the accounting policies detailed in the Group’s financial statements for the year
ended 31 December 2015 and is consistent with the policies applied in the previous year.
international Financial Reporting standards (“standards”) in issue but not yet effective
c)
The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:
� IFRS 9 Financial Instruments (IASB effective date 1 January 2018)
� IFRS 14 Regulatory Deferral Accounts (effective 1 January 2016)
� IFRS 15 Revenue from Contracts with Customers (effective 1 January 2017)
� Clarification of Acceptable methods of Depreciation and Amortisation – Amendments to IAS 16 and IAS 38 (IASB
effective date 1 January 2016)
� Annual Improvements to IFRSs 2010-2012 Cycle (IASB effective date generally 1 July 2014)
� Annual Improvements to IFRSs 2012-2014 Cycle (effective 1 January 2016)
� Disclosure Initiative: Amendments to IAS 1 Presentation of Financial Statements (effective 1 January 2016).
� IFRS 16 Leases (effective 1 January 2019)
38
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
management are reviewing the impact of IFRS 9 and IFRS 16 and apart from these it is anticipated that there will be minimal
impact on the financial statements from the adoption of these new and revised standards. none of the above standards are
effective and therefore have not been applied in the financial statements.
d) Revenue recognition
Revenue is measured at the fair value of consideration received or receivable and comprises amounts derived from services
performed by the Group during the year.
� Subscription revenue is recognised on a straight-line basis over the period of the contractual term
� Print media revenue is recognised on publication
� Event revenue is generally recognised when the event is held. However, given the nature of services provided, revenue
is recognised in line with cost incurred
� Internet revenue is recognised on a straight-line basis over the contractual term (typically twelve months)
� Revenue from email advertising, lead generation sources and website publishing is recognised on completion of the
relevant campaign or transaction after performance criteria have been fulfilled. Commission from pay for performance
actions such as clicks, leads or sales generated resulting from advertising of a merchant’s products or services on
customers’ websites is recognised on completion of performance criteria and any defined cancellation period
� Revenue from the provision of online research and fieldwork services is recognised by reference to stage of completion.
Stage of completion is measured by reference to the extent of services completed on a project by project basis
Where amounts have been invoiced in advance of services performed, this is included within deferred revenue.
e) property, plant and equipment
Property, plant and equipment is stated at historic cost, including expenditure that is directly attributable to the acquired
item, less accumulated depreciation and impairment losses.
Depreciation is calculated on a straight line basis over the estimated useful life of an asset and is applied to the cost less
any residual value. The asset classes are depreciated over the following periods:
� Fixtures, fittings and equipment – over 3 to 5 years
� Leasehold improvements – over 3 to 10 years
The useful life, the residual value and the depreciation method are reassessed at each reporting date.
Where there is an indication of impairment, the carrying value of the property, plant and equipment is compared to the
higher of value in use and the fair value less costs to sell. If the carrying value exceeds the higher of the value in use and
fair value less the costs to sell the asset then the asset is impaired and its value reduced.
intangible assets
f)
goodwill
Goodwill is recognised to the extent that it arises through a business combination and represents the difference between
the consideration transferred and the fair value of net identifiable assets acquired.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to appropriate cash generating units
(those expected to benefit from the business combination) and is tested annually for impairment. In testing for impairment,
the recoverable amount of a CGU based on value-in-use calculations is compared to the carrying value of goodwill. These
calculations use pre-tax cash flow projections based on five-year financial budgets approved by management. Cash flows
beyond the five year period are extrapolated using estimated long term growth rates. Any impairment losses in respect of
goodwill are not reversed.
acquired intangible assets
Acquired intangible assets include software, customer relationships, brands and intellectual property (IP) rights. These
assets are capitalised on acquisition at cost and included in intangible assets. Intangible assets acquired in material
business combinations are capitalised at their fair value as determined by reference to the expected present value of their
future cash flows. Intangible assets are amortised on a straight-line basis over their estimated useful lives of three to ten
years for brands and customer relationships and twenty years for IP rights. Amortisation charges are accounted for within
the other expenses category within the income statement. Impairment charges are accounted for within the other expenses
category within the income statement.
Computer software and websites
non-integral computer software purchases are capitalised at cost as intangible assets. The Group also capitalises
development costs associated with new products in accordance with the development criteria prescribed within IAS
38 “Intangible Assets”. These costs are amortised over their estimated useful lives of 3 years. Costs associated with
39
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
implementing or maintaining computer software programmes are recognised as an expense. Amortisation and impairment
charges are accounted for within the administrative costs category within the income statement.
impairment of intangible assets
Assets that have an indefinite useful life are not subject to amortisation but are reviewed for impairment annually or
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets that
are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash generating units).
g) taxation
Income tax on the profit or loss for the year comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using rates substantively enacted at the reporting
date, and any adjustments to the tax payable in respect of previous years.
Deferred taxation is provided in full on temporary differences between the carrying amount of the assets and liabilities in
the financial statements and the tax base. Deferred tax assets are recognised only to the extent that it is probable that future
taxable profits will be available against which the temporary difference can be utilised. Deferred tax is determined using the
tax rates that have been enacted or substantially enacted by the reporting date, and are expected to apply when the deferred
tax liability is settled or the deferred tax asset is realised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the
reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not
reverse in the foreseeable future. Deferred tax is not provided on temporary differences arising on the initial recognition of
goodwill or on assets and liabilities other than in a business combination.
Tax is recognised in the income statement, except where it relates to items recognised as other comprehensive income, in
which case it is recognised in the statement of other comprehensive income, and tax which related to items recognised in
equity is recognised in equity.
h) Foreign currencies
The results are presented in Pounds Sterling (£) which is the presentation currency of the Group.
Foreign currency transactions are translated into Sterling at the rates of exchange ruling at the date of the transaction,
and if still in existence at the year end the balance is retranslated at the rates of exchange ruling at the reporting date.
Differences arising from changes in exchange rates during the year are taken to the income statement.
The assets and liabilities of entities with a functional currency other than Sterling are expressed in Sterling using exchange
rates prevailing on the reporting date. Income and expense items and cash flows are translated at the average exchange
rates for the period and exchange differences arising are recognised in other comprehensive income. Such translation
differences are recognised in the income statement in the period in which a foreign operation is disposed of.
i) pensions
The Group’s contributions to pension schemes for its employees, all of which are defined contribution schemes, are charged
to the income statement as incurred.
j) provisions
A provision is recognised in the statement of financial position when the Group has a legal obligation or constructive
obligation as a result of a past event, it is more likely than not that an outflow of resources will be required to settle that
obligation, and a reliable estimate of the amount can be made. Provisions are discounted if the time value of money is
material.
k) Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call, together with other short term highly liquid
investments that are readily convertible to known amounts of cash which are subject to an insignificant risk of changes in
value.
40
Globaldata plc annual RepoRt and accounts 2015 Notes to the Comsolidated Financial Statements
l) operating leases
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership do not transfer to the
lessee are charged to the income statement on a straight line basis over the period of the lease. Rental income from sub-
leasing property space is recognised on a straight line basis over the period of the relevant lease.
m) Financial instruments
The Group has derivative and non-derivative financial instruments which comprise foreign currency contracts, receivables,
cash, loans and borrowings, and trade payables.
Financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit and loss, any
directly attributable transaction costs.
A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial
assets are de-recognised if the contractual rights to the cash flows from the financial assets expire or if the Group transfers
the financial asset to another party without retaining control of substantially all risks and rewards of the asset. Financial
liabilities are de-recognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.
Cash comprises cash balances and highly liquid call deposits. Bank overdrafts that form an integral part of the Group’s cash
management are included as a component of cash for the purpose of the statement of cash flows.
Derivative financial instruments
The Group uses derivative financial instruments to reduce its exposure to fluctuations in foreign currency exchange rates.
Derivatives are measured at fair values and any movement in fair value is recognised in the income statement.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. These assets are carried at amortised cost using the effective interest method, less any impairment losses.
Accounts receivable are recorded initially at fair value and subsequently measured at amortised cost using the effective
interest method, less any provision for impairment due to bad and doubtful accounts. The provision for doubtful debts is
based on management’s assessment of amounts considered uncollectible for specific customers or groups of customers
based on age of debt, history of payments, account activity, economic factors and other relevant information. The amount of
the provision is the difference between the asset’s unamortised cost and the present value of estimated future cash flows,
discounted at an effective interest rate. The provision expense is recognised in the income statement.
Bad debts are written off against the provision for doubtful debts in the period in which it is determined that the debts are
uncollectible. If those debts are subsequently collected then a gain is recognised in the income statement.
Trade and other payables
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the
effective interest method.
inventories
n)
Inventories are stated at the lower of cost and net realisable value. Cost is determined using a weighted average method.
o) Borrowings and borrowing costs
Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement
over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months from the reporting date.
Borrowing costs, being interest and other costs incurred in connection with the servicing of borrowings, are recognised as
an expense when incurred.
41
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
p) share based payments
The Group operates a share based compensation plan under which the entity receives services from employees as
consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for
the grant of the options and awards is recognised as an expense in the income statement. The total amount to be expensed
is determined by reference to the fair value of the options granted (determined using the market value at the date of grant),
excluding the impact of any non-market service and performance vesting conditions (for example, profitability, sales growth
targets and remaining an employee of the entity over a specified time period). non-market vesting conditions are included
in assumptions about the number of options and awards that are expected to vest. The total amount expensed is recognised
over the vesting period, which is the period over which all of the specified existing conditions are to be satisfied. At each
reporting date, the entity revises its estimates of the number of options and awards that are expected to vest based on the
non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement,
with a corresponding adjustment to the share based payments reserve within equity.
q) Dividends
Dividends on the Group’s ordinary shares are recognised as a liability in the Group’s financial statements, and as a deduction
from equity, in the period in which the dividends are declared. Where such dividends are proposed subject to the approval
of the Group’s shareholders, the dividends are only declared once shareholder approval has been obtained.
3. Segmental analysis
The principal activity of GlobalData Plc and its subsidiaries (‘the Group’) is to enable organisations in the Consumer, ICT
and Healthcare markets to gain competitive advantage by providing unique, high quality business information and services
across multiple platforms.
IFRS 8 “Operating Segments” requires the segment information presented in the financial statements to be that which is
used internally by the chief operating decision maker to evaluate the performance of the business and to decide how to
allocate resources. The Group has identified the Executive Directors as its chief operating decision maker.
Business information is provided to customers through multiple channels by a dedicated content team that is centrally
managed by Research Directors who report directly to the Executive Directors. Business information is therefore considered
to be the operating segment of the Group.
The Group profit or loss is reported to the Executive Directors on a monthly basis and consists of earnings before interest,
tax, depreciation, amortisation, central overheads and other adjusting items. The Executive Directors also monitor revenue
within the operating segment.
A reconciliation of Adjusted EBITDA to loss before tax from continuing operations is set out below:
Business Information
total Revenue
adjusted eBitDa
Other expenses (see note 5)
Depreciation
Amortisation (excluding amortisation of acquired intangible assets)
Finance costs
year ended
31 December
2015
£’000s
year ended
31 December
2014
£’000s
60,466
60,466
12,002
(12,443)
(676)
(800)
(886)
48,344
48,344
8,135
(9,306)
(547)
(898)
(484)
loss before tax from continuing operations
(2,803)
(3,100)
42
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
geographical analysis
From continuing operations
year ended 31 December 2015
Revenue from external customers
year ended 31 December 2014
Revenue from external customers
UK
£’000s
17,001
UK
£’000s
11,633
europe
£’000s
17,054
europe
£’000s
16,902
north
america
£’000s
17,457
north
america
£’000s
11,684
Rest of World
£’000s
8,954
Rest of World
£’000s
8,125
total
£’000s
60,466
total
£’000s
48,344
4. Operating profit
Operating loss is stated after the following expenses relating to continuing operations:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Loss on foreign exchange
Operating lease expense – land and buildings
Operating lease expense – other
Auditor’s remuneration
auditor’s remuneration
Audit of the Company's and the consolidated financial statements
Audit of subsidiary companies' financial statements
Services relating to refinancing
Audit-related assurance services
Other non-audit services
year ended
31 December 2015
£’000s
year ended
31 December 2014
£’000s
676
4,392
105
1,836
46
198
547
2,425
1,285
1,970
41
210
year ended
31 December 2015
£’000s
year ended
31 December 2014
£’000s
70
92
-
25
11
198
60
85
40
25
-
210
43
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
5. Other expenses
Restructuring costs
Property related provisions
Exceptional property costs
Deal costs
m&A costs
items associated with acquisitions and restructure of the group
Share based payments charge
Revaluation of short and long-term derivatives
non-trading foreign exchange loss
Amortisation of acquired intangibles
total other expenses
year ended
31 December 2015
£’000s
year ended
31 December 2014
£’000s
4,258
61
6
6
1,464
5,795
2,066
216
774
3,592
12,443
2,237
(221)
13
146
431
2,606
4,371
15
787
1,527
9,306
� Restructuring costs relates to redundancies and other restructuring, largely in relation to the integration of
acquisitions made during the year. Included in this number is a loss of £2,316,000 relating to an onerous contract
acquired as part of the acquisition of Verdict Research Limited. Redundancies were announced prior to 31 December
2015.
� Property related provisions relate to the consolidated income statement impact of the provision made for onerous
property leases and dilapidations (see note 20).
� Exceptional property costs relate to additional costs incurred on properties that are not occupied and are provided for
within the onerous property lease provision.
� Deal costs represent costs incurred in respect of the refinancing of loans issued by the Royal Bank of Scotland in 2014
(see note 18).
� The m&A costs relate to due diligence and corporate finance activity during the year.
� The share based payments charge relates to the share option scheme (see note 23).
� The revaluation of short and long-term derivatives relates to movement in the fair value of the short and long-term
derivatives detailed in note 13.
� non-trading foreign exchange losses relate to non-cash exchange losses made on non-trading items such as loans
denominated in foreign currencies.
44
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
6. Particulars of employees
employee benefit expense
Wages and salaries
Social security costs
Pension costs
year ended
31 December 2015
£’000s
year ended
31 December 2014
£’000s
32,269
2,974
441
35,684
27,757
2,043
407
30,207
Pension costs represents payments made into defined contribution schemes.
number of employees
The average monthly number of persons, including Executive Directors, employed by the Group during the year was as follows:
Sales and administrative staff
7. Key management compensation
Short-term employee benefits
Long-term employee benefits
Share based payments
year ended
31 December 2015
no.
year ended
31 December 2014
no.
978
863
year ended
31 December 2015
£’000s
year ended
31 December 2014
£’000s
1,666
12
800
2,478
1,526
9
1,737
3,272
Information regarding Directors’ remuneration, share options, bonuses and pension contributions are set out in the Directors’
Remuneration Report on pages 24 to 25.
8. Finance income and costs
Bank interest charge/ (credit)
Loan interest
Other interest
year ended
31 December 2015
£’000s
year ended
31 December 2014
£’000s
14
801
71
886
(49)
523
10
484
45
globaldata plc annual RepoRt and accounts 2015
Notes to the Consolidated Financial Statements
9. Income tax
income statement
Current income tax:
Current income tax
Adjustments in respect of prior years
Deferred income tax:
Excess of depreciation over capital allowances on property, plant and
equipment and intangible assets
Deferred tax on acquired intangibles
movement on losses
Change in corporate tax rate
Deferred tax on share based payments
Adjustments in respect of prior years
total income tax charge in income statement
year ended
31 December 2015
£’000s
year ended
31 December 2014
£’000s
(2,572)
1,094
(1,478)
22
719
242
31
418
(260)
1,172
(306)
(1,241)
1
(1,240)
58
336
(52)
(68)
842
(33)
1,083
(157)
The tax charge is reconciled to the standard corporation tax rate applicable in the UK as follows:
Loss on ordinary activities before tax
Tax at the UK corporation tax rate of 20.25% (2014: 21.5%)
Effects of:
Adjustments in respect of prior years
Utilisation of losses not previously recognised for deferred tax
Expenses not deductible for tax
Overseas tax not at a standard rate
Change in corporation tax rate
Unprovided deferred tax
year ended
31 December 2015
£’000s
year ended
31 December 2014
£’000s
(2,803)
568
834
-
(859)
(591)
31
(289)
(306)
(3,100)
667
(32)
21
(501)
(204)
10
(118)
(157)
46
Globaldata plc annual RepoRt and accounts 2015
Notes to the Consolidated Financial Statements
10. Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders of the parent
company divided by the weighted average number of shares in issue during the year. The Group also has a share options
scheme in place and therefore the Group has calculated the dilutive effect of these options. The below table shows earnings
per share for both continuing and discontinued operations:
Continuing operations
Basic
Loss for the year attributable to ordinary shareholders of the parent company (£000s)
Weighted average number of shares (000s)
Basic loss per share (pence)
Diluted
Loss for the year attributable to ordinary shareholders of the parent company (£000s)
Weighted average number of shares* (000s)
Diluted loss per share (pence)
Discontinued operations
Basic
(Loss)/ profit for the year attributable to ordinary shareholders from discontinued
operations (£000s)
Less minority interest (£000s)
(Loss)/ profit for the year attributable to ordinary shareholders of the parent company
(£000s)
Weighted average number of shares (000s)
Basic (loss)/ earnings per share (pence)
Diluted
year ended 31
December
2015
year ended 31
December
2014
(3,109)
76,268
(4.08)
(3,109)
76,268
(4.08)
(7,992)
-
(7,992)
76,268
(10.48)
(3,257)
75,941
(4.29)
(3,257)
75,941
(4.29)
1,036
(115)
1,151
75,941
1.52
(Loss)/ profit for the year attributable to ordinary shareholders of the parent company
(£000s)
(7,992)
1,151
Weighted average number of shares* (000s)
Diluted (loss)/ earnings per share (pence)
total
Basic
Loss for the year attributable to ordinary shareholders of the parent company (£000s)
Weighted average number of shares (000s)
Basic loss per share (pence)
Diluted
Loss for the year attributable to ordinary shareholders of the parent company (£000s)
Weighted average number of shares* (000s)
Diluted loss per share (pence)
76,268
(10.48)
(11,101)
76,268
(14.56)
(11,101)
76,268
(14.56)
84,300
1.37
(2,106)
75,941
(2.77)
(2,106)
75,941
(2.77)
Reconciliation of basic weighted average number of shares to the diluted weighted average number of shares:
Basic weighted average number of shares
Share options in issue at end of year
Diluted weighted average number of shares
31 December
2015
no’000s
31 December
2014
no’000s
76,268
7,558
83,826
75,941
8,359
84,300
* The share options in issue are anti-dilutive in respect of the diluted loss per share calculation in 2015 and 2014, therefore the
options have not been included in the calculation.
47
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
11. Intangible assets
Cost
As at 1 January 2014
Additions: Business
Combinations
Additions: Separately Acquired
Reclassification from PPE
Disposals
As at 31 December 2014
Additions: Business
Combinations
Additions: Separately Acquired
Fair value adjustments
Foreign currency retranslation
Transfer to ‘Asset Held for Sale’
Classification
software
£’000s
Customer
relationships
£’000s
Brands
£’000s
ip rights
£’000s
goodwill
£’000s
total
£’000s
3,994
316
1,128
114
(193)
5,359
-
1,066
-
(2)
-
11,039
3,154
-
1,893
-
-
-
-
-
-
14,193
1,656
1,893
2,924
-
-
-
-
-
-
-
-
11,902
485
-
-
(120)
12,267
7,337
-
-
-
27,999
13,023
-
-
-
41,022
16,551
-
241
-
54,934
18,871
1,128
114
(313)
74,734
28,468
1,066
241
(2)
(8,207)
(4,335)
(12,542)
as at 31 December 2015
6,423
15,849
4,817
11,397
53,479
91,965
amortisation
As at 1 January 2014
Charge for the year
Foreign currency retranslation
Reclassification from PPE
Disposals
As at 31 December 2014
Charge for the year
Charge for the year from Assets
held-for-sale
Foreign currency retranslation
Transfer to ‘Asset Held for Sale’
Classification
(2,570)
(891)
(2)
(83)
186
(3,360)
(984)
-
(2)
-
(8,897)
(736)
-
-
-
(9,633)
(982)
-
-
-
-
(200)
-
-
-
(200)
(441)
-
-
-
(9,300)
(598)
-
-
120
(9,778)
(1,985)
(409)
-
7,709
(9,360)
(30,127)
-
-
-
-
(2,425)
(2)
(83)
306
(9,360)
(32,331)
-
-
-
-
(4,392)
(409)
(2)
7,709
as at 31 December 2015
(4,346)
(10,615)
(641)
(4,463)
(9,360)
(29,425)
net book value
as at 31 December 2015
As at 31 December 2014
2,077
1,999
5,234
4,560
4,176
1,693
6,934
2,489
44,119
31,662
62,540
42,403
An impairment in relation to assets held for sale of £6.2m was charged to the income statement in 2015. Further details
are disclosed in note 25.
48
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
impairment tests for goodwill and intangible assets
Goodwill and intangibles are allocated to the cash generating unit (CGU) that is expected to benefit from the use of the asset.
The Group tests goodwill at each reporting date for impairment and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. The recoverable amount of a CGU is determined based on value
in use calculations. These calculations use pre-tax cash flow projections based on five year financial budgets approved by
management. Cash flows beyond the five year period are extrapolated using estimated long term growth rates.
The CGUs have been aggregated into the Business Information operating segment. The CGUs are individually assessed for
impairment each year.
Overall, the Group has significant headroom on its goodwill and intangibles carrying value and does not believe the
assumptions used in the assessment to be critical judgements because of the insensitive nature of the assumptions used.
assumptions
The recoverable amounts of the CGUs are determined from value in use calculations, which are based on the cash flow
projections for each CGU. The key assumptions are set out below::
increase in revenue
(for years 1 to 5)
increase in costs
(for years 1 to 5)
Discount rate
terminal growth rate
2015
3.00%
2014
3.00%
2015
2.00%
2014
3.00%
2015
11.07%
2014
7.67%
2015
2.00%
2014
2.00%
The value in use for aggregated operating segment is summarised below.
All values in the table are in £ million
Business Information
goodwill
44.1
other intangible
assets
value-in-use
headroom
18.4
176.6
114.1
management has undertaken sensitivity analysis taking into consideration the impact on key impairment test assumptions
arising from a range of possible future trading and economic scenarios on each CGU. The following scenarios would need
to occur before impairment is triggered within the Group:
� Revenue growth falls from the assumption of 3% to -1.3%
� Discount rate rises from 11.07% to 22.7%
no indication of impairment was noted from management’s review, there is significant headroom in each CGU. Goodwill
allocated to Consumer was £24.5 million which had surplus value-in-use of £31.5 million, with £21 million allocated to ICT
with surplus of £81.2 million. The sensitivity analysis supports the substantial headroom and it would require a significant
change in the trading environment for an impairment loss to be realised within the Group.
amortisation
Amortisation for purchased intangible assets is accounted for within the administrative costs category within the income
statement. Amortisation for acquired intangible assets is accounted for within other expenses within the income statement.
49
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
Fixtures, fittings
& equipment
£’000s
motor vehicles
£’000s
leasehold
improvements
£’000s
3,190
64
986
(114)
(12)
(1,132)
2,982
468
2
(5)
3,447
(2,359)
(545)
(6)
83
9
1,116
(1,702)
(652)
(2)
(2,356)
1,091
1,280
15
-
-
-
-
-
15
-
-
-
15
(15)
-
-
-
-
-
(15)
-
-
(15)
-
-
total
£’000s
3,205
70
1,212
(114)
(12)
(1,132)
3,229
468
2
(5)
-
6
226
-
-
-
232
-
-
-
232
3,694
-
(2)
-
-
-
-
(2)
(24)
-
(26)
206
230
(2,374)
(547)
(6)
83
9
1,116
(1,719)
(676)
(2)
(2,397)
1,297
1,510
12. Property, plant and equipment
Cost
As at 1 January 2014
Additions: Business Combinations
Additions: Separately Acquired
Reclassification to intangible assets
Foreign currency retranslation
Disposals
As at 31 December 2014
Additions
Foreign currency retranslation
Disposals
as at 31 December 2015
Depreciation
As at 1 January 2014
Charge for the year (continuing operations)
Charge for the year (discontinued operations)
Reclassification to intangible assets
Foreign currency retranslation
Disposals
As at 31 December 2014
Charge for the year
Foreign currency retranslation
as at 31 December 2015
net book value
as at 31 December 2015
As at 31 December 2014
50
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
13. Derivative assets and liabilities
Short-term derivative assets
Short-term derivative liabilities
Long-term derivative liabilities
net derivative liability
31 December 2015
£’000s
31 December 2014
£’000s
-
(201)
(24)
(225)
106
(89)
(26)
(9)
Classification is based on when the derivatives mature. The fair values of derivatives are expected to impact the income
statement over the next year, dependant on movements in the fair value of the foreign exchange contracts. The movement
in the year was £216,000 (2014: £15,000).
The Group uses derivative financial instruments to reduce its exposure to fluctuations in foreign currency exchange rates.
The notional values of contract amounts outstanding are:
Expiring in the year ending:
31 December 2016
31 December 2017
14. Inventories
Raw materials
Work in progress
euro
€’000s
1,175
-
Us Dollar
$’000s
indian Rupee
inR’000s
8,200
950
65,187
-
31 December 2015
£’000s
31 December 2014
£’000s
39
38
77
55
95
150
51
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
15. Trade and other receivables
Trade receivables
Prepayments and accrued income
Other receivables
Related party receivables (note 27)
31 December 2015
£’000s
31 December 2014
£’000s
24,045
2,888
5,156
-
32,089
26,368
3,115
3,154
412
33,049
The contractual value of trade receivables is £26.1 million (2014: £28.4 million). Their carrying value is assessed to be £24.0
million (2014: £26.4 million) after assessing recoverability. The contractual value and the carrying value of other receivables are
considered to be the same. Trade receivables of £7.6 million have been re-classified under assets held-for-sale, which relate to
the print and web business. Further details are disclosed in note 25.
Amounts owed by related parties are repayable on demand and are non-interest bearing.
The ageing analysis of these trade receivables showing fully performing and past due but not impaired is as follows:
not overdue
not more than 3 months overdue
more than 3 months but not more than 1 year
31 December 2015
£’000s
31 December 2014
£’000s
20,273
1,646
2,126
24,045
21,047
2,005
3,316
26,368
The contractual amounts of the Group’s trade receivables are denominated in the following currencies:
Pounds Sterling
US Dollar
Euro
Australian Dollar
31 December 2015
£’000s
31 December 2014
£’000s
12,474
10,557
2,548
518
26,097
13,771
10,316
4,064
275
28,426
movement on the Group provision for impairment of trade receivables is as follows:
Balance brought forward
Provision for receivables impairment
Receivables written off during the year as uncollectable
Balance carried forward
31 December 2015
£’000s
31 December 2014
£’000s
2,058
841
(847)
2,052
822
2,280
(1,044)
2,058
The creation and release of provision for impaired receivables have been included within revenue in the income statement.
Provisions are created and released on a specific customer level on a monthly basis when management assesses for
possible impairment.
The other classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at 31 December 2015 is the carrying value of each class of receivable mentioned above.
The Group does not hold any collateral as security. Before accepting any new customer, the Group uses a credit scoring
system to assess the potential customer’s credit quality. The trade receivables outstanding at year end have acceptable
credit scores. There are no customers who represent more than 5% of the total balance of trade receivables.
52
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
16. Deferred income tax
Balance brought forward
Created upon acquisition of subsidiary
Credited to profit and loss account (continuing operations)
Charged to profit and loss account (discontinued operations)
Deferred tax recognised directly in reserves in relation to share based payments
Change in rate
Balance carried forward
The provision for deferred taxation consists of the tax effect of temporary differences in
respect of:
Intangible assets purchased
Excess of tax allowances over depreciation on fixed assets
Deferred tax on share based payments
Trading losses
Balance carried forward
31 December
2015
£’000s
31 December
2014
£’000s
457
(2,381)
1,203
(159)
(327)
31
(1,176)
(3,218)
136
1,904
2
(1,176)
1,490
(1,690)
1,116
(725)
334
(68)
457
(1,769)
289
1,934
3
457
The gross asset and liability positions have been detailed on the Group’s balance sheet, as management believe this provides
a clearer representation of the deferred tax position as at 31 December 2015.
Deferred tax asset
Deferred tax liability
net position
31 December
2015
£’000s
31 December
2014
£’000s
2,042
(3,218)
(1,176)
2,226
(1,769)
457
As at 31 December 2015, the utilisation of the deferred tax asset relating to tax losses is dependent on future taxable
profits of approximately £0.0 million and is subject to compliance with taxation authority requirements. The Group has
continued to recognise these deferred tax assets as it is probable that there will be available taxable profits to offset these
losses based on current forecasts and recent taxable profits in certain subsidiaries. As at 31 December 2015 the Group
has unrecognised potential deferred tax assets of £1.1 million. This consisted of gross values of £0.1 million of temporary
differences and £1.0 million of unrecognised losses, which would give a future tax benefit of £0.2 million. These tax losses
and temporary differences may be available to be carried forward to offset against future taxable income. However their
utilisation is contingent on the relevant subsidiaries producing taxable profits over a significant period of time and is subject
to compliance with the relevant taxation authority requirements. As at 31 December 2015 these subsidiaries have not made
a taxable profit and there is not convincing other evidence that sufficient taxable profit will be available in the future.
17. Trade and other payables
Trade payables
Other taxation and social security
Accruals and deferred revenue
Related party creditors (note 27)
31 December
2015
£’000s
31 December
2014
£’000s
5,098
3,312
37,646
5
46,061
5,433
1,983
25,151
-
32,567
53
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
18. Borrowings
Current
Loans due within one year
non-current
Long-term loans
31 December
2015
£’000s
31 December
2014
£’000s
5,214
1,283
30,359
15,651
term loan and RCF
In July 2014, the Group refinanced its debt position. A US$17 million term loan was issued by The Royal Bank of Scotland
to partially fund the acquisition of Current Analysis Inc. This is repayable in quarterly instalments over 4 years. The first
instalment was made in July 2015, with total repayments due in 2016 being US$4 million.
The Group took out an additional term loan of £10 million in August 2015, which is repayable in quarterly instalments over 4
years. The first instalment was made in October 2015, with total repayments due in 2016 being £2.5 million.
Additionally, The Group drew a further £10 million in August 2015 from its revolving capital facility (RCF) with The Royal Bank
of Scotland. As at 31 December 2015, the Group had total draw down of £16.4 million against a total facility of £17 million.
Interest is charged on the term loan and drawn down RCF at a rate of 2.25% over the London Interbank Offered Rate.
Interest is charged on the undrawn RCF at 0.9%.
non-current borrowings can be reconciled as follows:
Term loans issued by The Royal Bank of Scotland
RCF issued by The Royal Bank of Scotland
Capitalised fees, net of amortised amount
31 December
2015
£’000s
31 December
2014
£’000s
19,552
16,408
(387)
35,573
10,902
6,375
(343)
16,934
54
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
19. Financial assets and liabilities
The Group is exposed to foreign currency, interest rate, liquidity, credit and equity risks. Each of these risks, the associated
financial instruments and the management of those risks are detailed below.
The Group’s financial instruments are classified under IFRS as follows:
31 December 2015
Current assets
Cash
Trade receivables
Other receivables
Accrued income
Current liabilities
Short-term borrowings
Short-term derivative liabilities
Trade accounts payable
Related party payables
Accruals
Non-current liabilities
Long-term derivative liabilities
Long-term borrowings
31 December 2014
Current assets
Cash
Short-term derivative assets
Trade receivables
Other receivables
Related party receivables
Current liabilities
Short-term borrowings
Short-term derivative liabilities
Trade accounts payable
Accruals
Non-current liabilities
Long-term borrowings
Long-term derivative liabilities
Fair value
(through profit
or loss)
£’000s
loans and
receivables
£’000s
amortised cost
£’000s
-
-
-
-
-
-
(201)
-
-
-
(201)
(24)
-
(24)
10,117
24,045
5,156
672
39,990
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,214)
-
(5,098)
(5)
(8,467)
(18,784)
-
(30,359)
(30,359)
Fair value
(through profit
or loss)
£’000s
loans and
receivables
£’000s
amortised cost
£’000s
-
-
-
-
-
-
(1,283)
-
(5,433)
(3,672)
-
106
-
-
-
106
-
(89)
-
-
(89)
-
(26)
(26)
8,261
-
26,368
3,154
412
38,195
-
-
-
-
-
-
-
-
total
£’000s
10,117
24,045
5,156
672
39,990
(5,214)
(201)
(5,098)
(5)
(8,467)
(18,985)
(24)
(30,359)
(30,383)
total
£’000s
8,261
106
26,368
3,154
412
38,301
(1,283)
(89)
(5,433)
(3,672)
(10,388)
(10,477)
(15,651)
-
(15,651)
(15,651)
(26)
(15,677)
55
globaldata plc annual RepoRt and accounts 2015
Notes to the Consolidated Financial Statements
Maturity analysis
The long term borrowing’s contractual features are detailed in note 18 and it is not expected that those loans will be repaid
within a year or until replaced with equivalent debt or equity financing. The debt shown in the table below is inclusive of the
projected interest payments in accordance with IFRS 7 (interest on short and long-term borrowings £3,633,000).
less than
1 month
£’000s
1 to 3 months
£’000s
3 months
to 1 year
£’000s
1 to 5 years
£’000s
Current liabilities
Short-term borrowings
Short-term derivative
liabilities
Trade accounts payable
Accruals
Non-current liabilities
Long-term derivative
liabilities
Long-term borrowings
(1,558)
(113)
(4,659)
-
-
-
-
(56)
(439)
(8,467)
-
-
(4,675)
(32)
-
-
-
-
(6,330)
(8,962)
(4,707)
total
£’000s
(6,233)
(201)
(5,098)
(8,467)
-
-
-
-
(24)
(24)
(32,973)
(32,997)
(32,973)
(52,996)
Reclassifications
There have been no reclassifications between financial instrument categories during the years ended 31 December 2015 and
31 December 2014.
Fair value of financial instruments
Financial instruments are either carried at amortised cost, less any provision for impairment, or fair value. The fair value
of long-term borrowings is the same as the carrying value of long-term borrowings as at 31 December 2015. The Group
uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
� Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
� Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable,
either directly or indirectly; and
� Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on
observable market data.
As at 31 December 2015, the only financial instruments measured at fair value were derivative financial liabilities and these
are classified as Level 2.
Cash, trade receivables and trade accounts payable
The carrying amounts of these balances are approximately equivalent to their fair value because of the short term to
maturity.
Market risk
The Group is exposed to market risk primarily from changes in foreign currency exchange rates and interest rates.
Currency risk
The Group’s primary objective in managing foreign currency risk is to protect against the risk that the eventual Sterling net
cash flows will be adversely affected by changes in foreign currency exchange rates. Due to the Group’s operation in India,
the Group has entered into foreign exchange contracts that limit the risk from movements in the Indian Rupee exchange
rate with Sterling. The Group additionally enters into foreign exchange contracts that limit the risk from movements in US
Dollars and Euros with Sterling.
56
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
The Group’s exposure to foreign currencies arising from financial instruments is:
31 December 2015
Exposures
Cash
Short and long-term derivative assets/(liabilities)
Short and long-term borrowings
Trade receivables
Trade accounts payable
net balance sheet exposure
31 December 2014
Exposures
Cash
Short and long-term derivative assets/(liabilities)
Short and long-term borrowings
Trade receivables
Trade accounts payable
net balance sheet exposure
UsD
£’000s
2,860
(239)
(10,204)
10,557
(135)
2,839
UsD
£’000s
1,302
(114)
(10,902)
10,316
(855)
(253)
eUR
£’000s
other
£’000s
total
£’000s
684
(25)
-
2,548
-
3,207
1,266
39
-
518
-
1,823
eUR
£’000s
other
£’000s
1,655
54
-
4,064
(101)
5,672
169
51
-
275
-
495
4,810
(225)
(10,204)
13,623
(135)
7,869
total
£’000s
3,126
(9)
(10,902)
14,655
(956)
5,914
Forecast sales and purchases in foreign currencies have not been included in the table above as they are not financial
instruments.
As at 31 December 2015 a movement of 10% in Sterling would impact the income statement as detailed in the table below:
Impact on net earnings before income tax:
USD
EUR
10% decrease
10% increase
2015
£’000s
2014
£’000s
2015
£’000s
2014
£’000s
314
356
670
36
(516)
(480)
(259)
(292)
(551)
(13)
630
617
This analysis assumes a movement in Sterling across all currencies and only includes the effect of foreign exchange
movements on financial instruments. All other variables remain constant.
Interest rate risk
The Group is exposed to interest rate risk on its overdraft and the outstanding loans to The Royal Bank of Scotland. The
Group does not manage this risk with the use of derivatives. no other liabilities accrue interest.
The table below shows how a movement in interest rates of 100 basis points would impact the income statement based on
the additional interest expense for the year then ended:
100 basis point
decrease
100 basis point
increase
2015
£’000s
2014
£’000s
2015
£’000s
2014
£’000s
Impact on:
net earnings before income tax
356
173
(356)
(173)
This analysis assumes all other variables remain constant.
57
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements
on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities to meet its financial
liabilities.
The Group’s main source of financing for its working capital requirements is free cash flow.
The Group’s exposure to liquidity risk arises from trade accounts payable and loans due to the Royal Bank of Scotland. All
contractual cash flows from trade accounts payable are the same as the carrying value of the liability due to their short-
term nature.
At 31 December 2015, the Group has a revolving credit facility of £16.4 million, a US$17 million term loan and a £10 million
term loan outstanding with the Royal Bank of Scotland. See note 18 for further details.
Credit risk
In the normal course of its business, the Group incurs credit risk from cash and trade and other receivables. The Group has
a credit policy that is used to manage this exposure to credit risk, including credit checking prior to contracts being signed.
The Group’s financial instruments do not have significant concentration of risk with any related parties.
£40.0 million of the Group’s assets are subject to credit risk (31 December 2014: £38.3 million). The Group does not hold any
collateral over these amounts. See note 15 for further details of the Group’s receivables. The Group maintains a provision
for estimated losses expected to arise from customers being unable to make required payments. This provision takes into
account known commercial factors impacting specific customer accounts, as well as the overall profile of the Group’s
receivables portfolio. In assessing the provision, factors such as past collection history, the age of receivable balances,
the level of activity in customer accounts, as well as general macro-economic trends, are taken into account. Significant
changes in these factors would likely necessitate changes in the doubtful debts provision. At present, however, the Group
considers the current level of its allowance for doubtful accounts to be adequate to cover expected credit losses on trade
receivables. Bad debt expenses are reported in the income statement.
Equity risk
It is the Group’s policy to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain the development of the business. See note 22 for further details of the Group’s equity.
58
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
20. Provisions
The movement in the provisions is as follows:
At 1 January 2014
Increase in provision
Utilised
Release of unutilised provision
at 31 December 2014
Increase in provision
Utilised
Release of unutilised provision
at 31 December 2015
Current:
Non-current:
onerous
leases
£’000s
Dilapidations
£’000s
other
£’000s
total
£’000s
177
345
(101)
(204)
217
15
(185)
(5)
42
42
-
369
15
(78)
(172)
134
80
(44)
(31)
139
45
94
156
131
(141)
(45)
101
2,421
(80)
(20)
2,422
1,562
860
702
491
(320)
(421)
452
2,516
(309)
(56)
2,603
1,649
954
Onerous lease
Provision has been made for the net present value of future residual leasehold commitments. This provision has been
calculated making assumptions on future rental income, market rents, insurance and rates and this has then been
discounted using a discount rate of 2% per annum. This provision is expected to be utilised over the period of each specific
lease.
Dilapidations
Provision has been made for the net present value of future dilapidations that are owed due to legal or constructive
obligations under the Group’s operating leases of office premises. The provision is expected to be utilised over the period
to the end of each specific lease.
Other
Within other provisions, a liability has been recognised of £2.3m for an unfavourable contract acquired as part of Verdict
Research Limited. The contract became onerous as a result of a management restructuring decision made post-acquisition
and therefore the loss related to the provision was charged to the income statement in the year ended 31 December 2015.
The remainder of the other provision relates to the Group’s obligations to pay commission to registered users of the Group’s
websites. The closing balance for this liability was £0.1m.
59
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
21. Operating lease commitments
As at 31 December 2015 the Group had outstanding commitments for future minimum lease payments under non-
cancellable leases, which fell due as follows:
land and buildings
Within 1 year
Within 2 to 5 years
Over 5 years
other
Within 1 year
Within 2 to 5 years
31 December
2015
£’000s
31 December
2014
£’000s
2,187
7,890
20,290
30,367
53
25
78
2,341
7,688
21,960
31,989
64
77
141
The Group sub-lets certain areas of its property portfolio. As at 31 December 2015, the Group had contracts with sub-
tenants for the following future minimum lease rentals:
land and buildings
Within 1 year
Within 2 to 5 years
Over 5 years
22. Equity
Share capital
31 December
2015
£’000s
31 December
2014
£’000s
160
641
27
828
331
641
187
1,159
allotted, called up and fully paid:
31 December 2015
31 December 2014
no ’000s
£’000s
no ’000s
£’000s
Ordinary shares at 1 January (1/14th pence)
76,268
54
74,487
Issue of shares: partial consideration ERC
Issue of shares: other
Issue of shares: share based payments scheme
Ordinary shares c/f 31 December (1/14th pence)
Deferred shares of £1.00 each
-
-
-
76,268
100
76,368
-
-
-
54
100
154
76
4
1,701
76,268
100
76,368
53
-
-
1
54
100
154
Share Option Scheme
The Group issued 1,400,000 ordinary shares on 7 march 2014 and 305,080 ordinary shares on 14 march 2014 following the
exercise of options by employees pursuant to the vesting of the Company’s Capital Appreciation Plan. These shares rank
pari passu with the existing GD ordinary shares in issue.
60
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
Capital management
The Group’s capital management objectives are:
� To ensure the Group’s ability to continue as a going concern
� To fund future growth and provide an adequate return to shareholders and, when appropriate, distribute dividends
The capital structure of the Group consists of net debt, which includes borrowings (note 18) and cash and cash equivalents,
and equity.
The Company has two classes of shares. The ordinary shares carry no right to fixed income and each share carries the right
to one vote at general meetings of the Company.
The deferred shares do not confer upon the holders the right to receive any dividend, distribution or other participation in
the profits of the Company. The deferred shares do not entitle the holders to receive notice of or to attend and speak or
vote at any general meeting of the Company. On distribution of assets on liquidation or otherwise, the surplus assets of the
Company remaining after payments of its liabilities shall be applied first in repaying to holders of the deferred shares the
nominal amounts and any premiums paid up or credited as paid up on such shares, and second the balance of such assets
shall belong to and be distributed among the holders of the ordinary shares in proportion to the nominal amounts paid up
on the ordinary shares held by them respectively.
There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the
general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements
between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights.
no person has any special rights of control over the Company’s share capital and all its issued shares are fully paid.
With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association, the
Companies Act and related legislation. The Articles themselves may be amended by special resolution of the shareholders.
The powers of Directors are described in the Board Terms of Reference, copies of which are available on request.
Dividends
The Group is one that is focused on the efficient management of working capital and increased cash generation. The Board
therefore believes it can invest in the business, achieve growth in profits and service a progressive dividend policy. Having
regard to the improved prospects for the Group and the cash requirements of the business for the year ahead, the Board
has announced a proposed maiden final dividend of 2.5 pence per share. The proposed final dividend will be paid on 3rd June
2016 to shareholders on the register at the close of business on 13th may 2016.
The disclosures above are for both the Group and the Company.
Other reserve
Other reserves consist of a reserve created upon the reverse acquisition of the Tmn Group Plc.
The foreign currency translation reserve contains the translation differences that arise upon translating the results of
subsidiaries with a functional currency other than Sterling. Such exchange differences are recognised in the income
statement in the period in which a foreign operation is disposed of.
Special reserve
The special reserve was created upon the capital reduction which occurred during 2013.
In order to facilitate the proposed dividend, the special reserve, constituted by an undertaking to the Court given in
connection with the reduction of the Company’s share premium account undertaken in may 2013 (the “Special Reserve”),
has been released in accordance with its terms pursuant to a resolution of the Board dated 23 February 2016 (all relevant
creditors having been discharged or otherwise consented to the reduction). Unaudited interim accounts for the two month
period to 29 February 2016 prepared for the purposes of section 836 Companies Act 2006 and showing, inter alia, the effect
of the release of the Special Reserve will be filed at Companies House prior to the despatch of the notice of AGm to be held
on 17 may 2016.
61
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
23. Share-based payments
The Group created a share option scheme during the year ended 31 December 2010 and granted the first options under the
scheme on 1 January 2011 to certain senior employees. Each option granted converts to one ordinary share on exercise. A
participant may exercise their options (subject to employment conditions) at any time during a prescribed period from the
vesting date to the date the option lapses. For these options to be exercised the Group’s earnings before interest, taxation,
depreciation and amortisation, as adjusted by the Remuneration Committee for significant or one-off occurrences, must
exceed certain targets. The fair values of options granted were determined using the market value at the date of grant. The
market values were compared to the Black-Scholes model and there were no significant differences.
The following assumptions were used in the valuation:
award
tranche
Award 1
Award 3
Award 4
Award 5
Award 6
Award 7
Award 8
Award 9
grant Date
1 January 2011
1 may 2012
7 march 2014
8 September 2014
22 September 2014
9 December 2014
31 December 2014
21 April 2015
Fair value of
share price at
grant Date
exercise price
(pence)
estimated
Forfeiture rate
p.a.
Weighted average
of Remaining
Contractual life
£1.09
£1.87
£2.55
£2.575
£2.525
£2.075
£2.025
£2.05
0.0714p
0.0714p
0.0714p
0.0714p
0.0714p
0.0714p
0.0714p
0.0714p
15%
15%
15%
15%
15%
15%
15%
15%
2.5
2.5
2.5
2.7
2.5
2.6
2.6
3.0
The estimated forfeiture rate assumption is based upon management’s expectation of the number of options that will lapse
over the vesting period. The assumptions were determined when the scheme was set up in 2011 and are reviewed annually.
management believe the current assumptions to be reasonable based upon the rate of lapsed options.
Each of the awards are subject to the following vesting criteria:
vesting Criteria
group achieves £10m eBitDa
group achieves £18.5m eBitDa
group achieves £23.5m eBitDa
Award 1-4
20% Vest
Award 5
Award 6
Award 7
Award 8
Award 9
n/a
n/a
n/a
n/a
n/a
40% Vest
30% Vest
50% Vest
40% Vest
50% Vest
40% Vest
40% Vest
70% Vest
50% Vest
60% Vest
50% Vest
60% Vest
The total charge recognised for the scheme during the twelve months to 31 December 2015 was £2,066,000 (2014:
£4,371,000). The awards of the scheme are settled with ordinary shares of the Company. Reconciliation of movement in the
number of options is provided below.
option price
(pence)
1/14th
1/14th
1/14th
1/14th
number of
options
8,358,880
1,079,960
(1,881,000)
7,557,840
31 December 2014
Granted
Forfeited
31 December 2015
62
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
The following table summarises the Group’s share options outstanding at 31 December 2015:
Reporting date
31 December 2011
31 December 2012
31 December 2013
31 December 2014
31 December 2015
options
outstanding
option price
(pence)
Remaining
life (years)
5,004,300
4,931,150
4,775,050
8,358,880
7,557,840
1/14th
1/14th
1/14th
1/14th
1/14th
3.7
4.3
3.3
2.5
2.5
24. Capital commitments
There were no capital commitments at 31 December 2015 (2014: £nil).
25. Assets held for sale and discontinued operations
As the business becomes more focused on its business information offering, a number of legacy non-core print business
units have been discontinued in recent years.
On 23rd December 2015, the Group announced that it was in advanced negotiations to sell some of its non-core B2B print
businesses to a related party. The Board feel that the assets no longer fit with the Group‘s strategy of being a solely business
information focused business. The completion of the disposal was confirmed on 19 January 2016.
The B2B print assets subject to the disposal currently provide marketing, advertising and online solutions to a wide
number of clients operating in a number of the Group’s non-core industry verticals, including Automotive, Oil & Gas and
Hospitality. The disposal represents an exit from non-core businesses, which operate in markets that are contracting and
are inconsistent with the remainder of the Group.
Pursuant to the provisions of IFRS 5, the business has been classified as held for sale as at 31 December 2015 and its
operations have been separated out as discontinued.
non-current assets consisting of:
Goodwill
Intangible assets
Current assets consisting of:
Trade receivables
Other receivables
total non-current and Current assets
Current liabilities consisting of:
Trade payables
Deferred income
Accruals
total Current liabilities
net assets held-for-sale
Carrying value
£000s
Fair value
adjustments
£000s
Fair value
£000s
4,335
497
7,553
265
12,650
(270)
(1,077)
(781)
(2,128)
10,522
(4,335)
(497)
(1,393)
-
(6,225)
-
-
-
-
(6,225)
-
-
6,160
265
6,425
(270)
(1,077)
(781)
(2,128)
4,297
A fair value review was conducted by management prior to the assets being classified as held-for-sale. As a result, an
impairment of £6.2 million was recorded in the income statement.
63
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
In addition to the disposal of the non-core B2B print business, included in the discontinued operations are those activities
which ceased during 2014, including the Group’s German subsidiary, the disposal of its 75% shareholding in Office Solutions
media Limited as well as a lead generation and market research business.
a) the results of the discontinued operation are as follows:
Discontinued operations
Revenue
Cost of sales
gross profit
Distribution costs
Administrative costs
Other income
(loss)/ profit before tax from discontinued operations
Income tax credit/ (expense)
(loss)/ profit for the year from discontinued operations
b) loss before tax
This is arrived after charging:
Depreciation
Amortisation
Impairment
c) Cash flows from discontinued operations
Cash (outflows)/ inflows from operating activities
Cash inflows from investing activities
Cash outflows from financing activities
total cash (outflows)/ inflows from discontinued operations
year ended
31 December
2015
£’000s
year ended
31 December
2014
£’000s
10,145
(10,013)
132
-
(8,925)
-
(8,793)
801
(7,992)
16,155
(11,522)
4,633
(19)
(2,312)
86
2,388
(1,352)
1,036
year ended
31 December
2015
£’000s
year ended
31 December
2014
£’000s
-
409
6,225
year ended
31 December
2015
£’000s
(1,624)
-
-
(1,624)
6
-
-
year ended
31 December
2014
£’000s
518
4
(6)
516
26. Acquisitions
verdict Research limited
On 1 September 2015 the Group acquired the Datamonitor Financial, Datamonitor Consumer, MarketLine and Verdict
businesses from Informa Plc for cash consideration of £25,087,290. The acquisition was effected by Informa Plc transferring
the above named businesses to Verdict Research Limited, the entire share capital of which was acquired by GlobalData Plc.
During 2015, Verdict Research Limited changed its name to Progressive Digital Media Limited.
64
Globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
The amounts recognised for each class of assets and liabilities at the acquisition date were as follows:
Carrying value
£000s
Fair value
adjustments
£000s
Fair value
£000s
Intangible assets consisting of:
Brand
Customer relationships
Intellectual Property and Content
net assets acquired consisting of:
Tangible fixed assets
Cash
Trade receivables
Trade and other payables
Deferred revenue
Deferred tax
Fair value of net assets acquired
Cash consideration
Less net assets acquired
goodwill
-
-
-
17
4,408
1,106
-
(5,438)
2
95
2,924
1,656
7,337
(17)
-
(270)
(193)
(611)
(2,385)
8,441
2,924
1,656
7,337
-
4,408
836
(193)
(6,049)
(2,383)
8,536
25,087
(8,536)
16,551
In line with the provisions of IFRS 3, further fair value adjustments may be required within the 12 month period from the date
of acquisition. Any fair value adjustments will result in an adjustment to the goodwill balance reported above.
In 2014 the acquired businesses had revenues of £17.8 million and profits before tax of £3.7 million. The businesses have
generated revenues of £5.3 million and Adjusted EBITDA of £1.9 million in the period from acquisition to 31 December 2015.
If the acquisition had occurred on 1 January 2015, the Group year to date revenue for 2015 would have been £71.2 million
and the Group profit before tax from continuing operations would have been £0.7 million.
The goodwill that arose on the combination can be attributed to revenue and cost synergies expected to arise upon the
integration of the acquired businesses into the Group.
The Group incurred legal and professional costs of £331,000 in relation to the acquisition, which were recognised in other
expenses (note 5).
The total cash cost of the acquisition is reconciled as follows:
Cash consideration
Cash acquired as part of opening balance sheet
total cash cost
25,087
(4,408)
20,679
27. Related party transactions
mike Danson, GlobalData Plc’s Chief Executive, owns 69.7% of the Company’s ordinary shares as at 1 march 2016. mike
Danson owns a number of businesses that interact with GlobalData Plc. The principal transactions, which are all conducted
on an arm’s length basis, are as follows:
accommodation
Following the sale of the freehold property, GlobalData Plc entered into a property lease with Estel Property Investments
for a period of 25 years. In September 2009, GlobalData Plc entered into a second lease with Estel Property Investments for
another property for a period of 25 years. The buildings are also occupied by a number of other businesses that are owned
by mike Danson (see overleaf). The total rental expense, including service and management fees, in relation to the buildings
owned by Estel Property Investments for the year ended 31 December 2015 was £2,083,700 (2014: £1,949,500).
65
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
Corporate support services
Corporate support services are provided to and from other companies owned by mike Danson, principally finance, human
resources, IT and facilities management. These are recharged to companies that consume these services based on specific
drivers of costs, such as proportional occupancy of buildings for facilities management, headcount for human resources
services, revenue or gross profit for finance services and headcount for IT services. The recharge made from GlobalData Plc
to these companies for the year ended 31 December 2015 was £1,346,000 (2014: £404,900).
acquisition of globalData holding limited and disposal of B2B print business
On 23rd December 2015, the Group announced that it was in advanced negotiations to purchase the Healthcare business
information provider, GlobalData Holdings Limited (a related party) and to sell some of its non-core B2B print businesses
also to a related party. Further information on the acquisition can be found in note 28, with details of the disposal in note 25.
Directors and Key management personnel
The remuneration of Directors is discussed within the Directors’ Remuneration Report on pages 24 and 25. Remuneration
of key management personnel is detailed in note 7.
amounts outstanding
The Group has taken advantage of the exemptions contained within IAS 24 - Related Party Disclosures from the requirement
to disclose transactions between Group companies as these have been eliminated on consolidation. The amounts
outstanding for other related parties were:
31 December
2015
£’000s
31 December
2014
£’000s
Global Data Ltd
Global Data Publications Inc
World market Intelligence Ltd
Progressive media International Ltd
Estel Property Investments Ltd
Estel Property Investments no.2 Ltd
Estel Property Investments no.3 Ltd
Progressive media International middle East FZ LLC
Financial news Publishing Ltd
World market Intelligence Pty Ltd
Progressive Global markets Korea Ltd
Progressive media Group UK Ltd
Progressive Luxury Publications Ltd
Sportcal.com Ltd
Digital Insights & Research Pvt Ltd
Knowledge Pool Ltd
The Samling Ltd
26
(2)
589
-
(618)
-
-
-
-
-
-
-
-
-
-
-
-
79
3
(242)
5,706
(4,602)
291
(832)
(70)
(154)
203
32
(21)
3
9
3
3
1
The parent company’s balances with related parties are disclosed on pages 83 and 84 of the annual report. The Group has
right of set off over these amounts.
(5)
412
66
Globaldata plc annual RepoRt and accounts 2015
Notes to the Consolidated Financial Statements
subsidiary undertakings
subsidiary undertaking
Country of registration
holding
%
principal activity
Tmn media Limited
England & Wales
Ordinary shares
100%
non-trading
mutualPoints Limited
England & Wales
Ordinary shares
100%
Online direct marketing
Electronic Direct Response Limited
England & Wales
Ordinary shares
100%
non-trading
Kable Business Intelligence Limited
England & Wales
Ordinary shares
100%
Business Information
ICD Research Limited
England & Wales
Ordinary shares
100%
non-trading
Internet Business Group Limited
England & Wales
Ordinary shares
100%
Performance advertising
Progressive media Group Limited*
England & Wales
Ordinary shares
100%
Business Information
Dewberry Redpoint Limited*
England & Wales
Ordinary shares
100%
Business Information
Conlumino Limited*
England & Wales
Ordinary shares
100%
Dormant
Progressive Digital media (Holdings)
Limited
England & Wales
Ordinary shares
100%
Holding company
Progressive Capital Limited*
England & Wales
Ordinary shares
100%
Holding company
SPG media Group Limited*
England & Wales
Ordinary shares
100%
Holding company
SPG media Limited*
England & Wales
Ordinary shares
100%
non-trading
Progressive Digital media Pty Ltd
Australia
Ordinary shares
100%
Business Information
Progressive Digital media Inc
United States of America Ordinary shares
100%
Business Information
Progressive Digital media Pvt Ltd
India
Ordinary shares
100%
Business Information
ERC Group Limited
England & Wales
Ordinary shares
100%
Business Information
ERC Holdings Limited*
England & Wales
Ordinary shares
100%
Holding company
ERC Statistics International Limited*
England & Wales
Ordinary shares
100%
non-trading
Progressive Digital media Holdings, Inc United States of America Ordinary shares
100%
Holding company
Current Analysis, Inc*
United States of America Ordinary shares
100%
Business Information
Current Intelligence and Analysis Ltd*
England & Wales
Ordinary shares
100%
Business Information
Current Analysis SAS*
France
Ordinary shares
100%
Business Information
Current Analysis Asia Pacific Pty. Ltd*
Singapore
Ordinary shares
100%
Business Information
Cornhill Publications Limited*
England & Wales
Ordinary shares
100%
non-trading
Canadean Limited
England & Wales
Ordinary shares
100%
Business Information
Progressive Digital media EBT Ltd*
England & Wales
Ordinary shares
100%
Dormant
Progressive Intelligence Limited*
England & Wales
Ordinary shares
100%
Dormant
Apex Subscription Agency Limited*
England & Wales
Ordinary shares
100%
Dormant
Kable Intelligence Limited*
England & Wales
Ordinary shares
100%
Business Information
Canadean mexico Y Centro America, F.
De R.L. De C.V*
mexico
Ordinary shares
100%
Business Information
Progressive Digital media Limited
(formerly Verdict Research Limited)
Canadean Brasil Consultoria E
Pesquisas De mercado Ltda*
*indirectly held
England & Wales
Ordinary shares
100%
Business Information
Brazil
Ordinary shares
100%
Business Information
67
globaldata plc annual RepoRt and accounts 2015 Notes to the Consolidated Financial Statements
28. Post Balance Sheet Events
In January 2016 the Group completed the acquisition of Healthcare business information provider GlobalData Holding
Limited, a private company owned by mike Danson and Wayne Lloyd (and his connected parties) for a total consideration
satisfied by the issue 26,078,431 Ordinary Shares.
In accordance with IFRS3.B66, management has not been able to estimate the fair value of goodwill and intangible assets
acquired as the acquisition occurred in close proximity of the year end. no revenues or profits are included in the Group’s
results for the year ended 31 December 2015. In 2015 the acquired Healthcare business had revenues of £19.1 million and
profits before tax of £1.4 million.
In addition, the Group also completed the disposal of its non-core B2B print assets to Research Views Limited, also
controlled by mike Danson and Wayne Lloyd (and his connected parties). The disposal was for consideration of £1, together
with a guaranteed loan agreement from the related party acquirers.
As a result of the above transactions, the Group changed its name to GlobalData Plc which better reflects the business and
its operations.
On 1 march 2016, the Group announced its maiden dividend. Further details can be found in note 22.
68
Globaldata plc annual RepoRt and accounts 2015 Independent Auditor’s Report to the Members of GlobalData Plc
(formerly Progressive Digital Media Group Plc)
We have audited the parent company financial statements of GlobalData Plc for the year ended 31 December 2015 which
comprise the company statement of financial position, the company statement of changes in equity, the company statement
of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ responsibilities, set out on page 26, the directors are responsible for
the preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the parent company financial statements in accordance with applicable law
and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices
Board’s (APB’s) Ethical Standards for Auditors.
scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at
www.frc.org.uk/auditscopeukprivate.
opinion on financial statements
In our opinion the parent company financial statements:
� give a true and fair view of the state of the company’s affairs as at 31 December 2015;
� have been properly prepared in accordance with IFRS as adopted by the European Union; and
� have been prepared in accordance with the requirements of the Companies Act 2006.
opinion on other matter prescribed by the Companies act 2006
In our opinion the information given in the Strategic Report and Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the parent company financial statements.
matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,
in our opinion:
� adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
� the parent company financial statements are not in agreement with the accounting records and returns; or
� certain disclosures of directors’ remuneration specified by law are not made; or
� we have not received all the information and explanations we require for our audit.
other matters
We have reported separately on the group financial statements of GlobalData Plc for the year ended 31 December 2015.
nicholas page
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
1 march 2016
69
globaldata plc annual RepoRt and accounts 2015 Company Statement of Financial Position
notes
31 December
2015
£’000s
31 December
2014
£’000s
non-current assets
Property, plant and equipment
Intangible assets
Investments
Current assets
Trade and other receivables
Short-term derivative assets
Current tax receivable
Cash and cash equivalents
total assets
Current liabilities
Trade and other payables
Short-term derivative liabilities
Short-term borrowings
non-current liabilities
Long-term provisions
Long-term derivative liabilities
Long-term borrowings
total liabilities
net assets
equity
Share capital
Share premium account
Other reserve
Special reserve
Retained earnings
equity attributable to equity holders
5
4
6
7
8
9
8
11
10
8
11
1,126
1,625
94,541
97,292
13,009
-
1,810
14,524
29,343
126,635
(31,869)
(240)
(5,214)
(37,323)
(58)
(25)
(30,359)
(30,442)
(67,765)
58,870
154
200
7,174
48,422
2,920
58,870
1,220
1,009
67,388
69,617
14,763
106
-
8,576
23,445
93,062
(14,761)
(89)
(1,283)
(16,133)
(59)
(26)
(15,651)
(15,736)
(31,869)
61,193
154
200
7,174
48,422
5,243
61,193
These financial statements were approved by the board of directors on 1 march 2016 and signed on its behalf by:
Bernard Cragg
Chairman
mike Danson
Chief Executive
The accompanying notes form an integral part of this financial report.
Company number: 03925319
70
Globaldata plc annual RepoRt and accounts 2015
Company Statement of Changes in Equity
l
a
t
i
p
a
c
e
r
a
h
s
i
m
u
m
e
r
p
e
r
a
h
s
t
n
u
o
c
c
a
e
v
r
e
s
e
r
r
e
h
t
o
e
v
r
e
s
e
r
l
a
i
c
e
p
s
d
e
n
i
a
t
e
R
i
s
g
n
n
r
a
e
y
t
i
u
q
e
l
a
t
o
t
£’000s
£’000s
£’000s
£’000s
£’000s
£’000s
7,174
48,422
2,479
58,228
Balance at 1 january 2014
Loss for the year
transactions with owners:
Issue of share capital: ERC
Issue of share capital: share based payments
scheme
Share based payments charge
Balance at 31 December 2014
Loss for the year
transactions with owners:
Share based payments charge
Balance at 31 December 2015
153
-
-
1
-
-
-
200
-
-
-
-
-
-
-
-
-
-
154
200
7,174
48,422
-
-
-
-
-
-
-
-
154
200
7,174
48,422
The accompanying notes form an integral part of this financial report.
(1,606)
(1,606)
-
(1)
200
-
4,371
5,243
4,371
61,193
(4,389)
(4,389)
2,066
2,920
2,066
58,870
71
globaldata plc annual RepoRt and accounts 2015
Company Statement of Cash Flows
Cash flows from operating activities
Loss after taxation
Adjustments for:
Depreciation
Amortisation
Finance expense
Revaluation of foreign currency loan
movement in provision
Revaluation of derivatives
Decrease/ (increase) in trade and other receivables
Increase/ (decrease) in trade and other payables
Cash generated by/ (used in) operations
Interest paid
Income taxes paid
net cash from/ (used in) operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Acquisition of Verdict Research Limited
Acquisition of Current Analysis Inc
Acquisition of ERC Group
net cash used in investing activities
Cash flows from financing activities
Proceeds from long-term borrowings
Repayment of short-term borrowings
net inflow from inter-company loans
net cash from financing activities
net increase/ (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
The accompanying notes form an integral part of this financial report.
year ended 31
December
2015
£’000s
year ended 31
December
2014
£’000s
(4,389)
(1,606)
489
440
854
569
(1)
256
1,427
3,310
2,955
(775)
(1,810)
370
(395)
(1,056)
(25,087)
-
-
(26,538)
20,000
(1,920)
14,036
32,116
5,948
8,576
14,524
233
254
480
902
(1)
15
(763)
(412)
(898)
(215)
-
(1,113)
(1,102)
(979)
-
(11,529)
(708)
(14,318)
10,000
-
4,491
14,491
(940)
9,516
8,576
72
Globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
1. General information
nature of operations
The principal activity of GlobalData Plc is as a holding company of subsidiary entities which are engaged in enabling
organisations in the Consumer, ICT and Healthcare markets to gain competitive advantage by providing unique, high quality
business information and services across multiple platforms.
GlobalData Plc (‘the Company’) is a company incorporated in the United Kingdom and listed on the Alternative Investment
market. The registered office of the Company is John Carpenter House, John Carpenter Street, London, EC4Y 0An. The
registered number of the Company is 03925319.
going concern
The Company meets its day-to-day working capital requirements through free cash flow. Based on cash flow projections the
Company considers the existing financing facilities to be adequate to meet short-term commitments.
In July 2014, the Company refinanced its debt position. A US$17 million term loan was issued by The Royal Bank of Scotland
to partially fund the acquisition of Current Analysis Inc. This is repayable in quarterly instalments over 4 years. The first
instalment was made in July 2015, with total repayments due in 2016 being US$4 million.
The Company took out an additional term loan of £10 million in August 2015, which is repayable in quarterly instalments
over 4 years. The first instalment was made in October 2015, with total repayments due in 2016 being £2.5 million.
Additionally, the Company drew a further £10 million in August 2015 from its revolving capital facility (RCF) with The Royal
Bank of Scotland. As at 31 December 2015, the Company had a total draw down of £16.4 million against a total facility of
£17 million.
Interest is charged on the term loan and drawn down RCF at a rate of 2.25% over the London Interbank Offered Rate.
Interest is charged on the undrawn RCF at 0.9%.
The finance facilities were issued with debt covenants which are measured on a quarterly basis. There were no breaches of
these covenants during the year and as at 31 December 2015. management have reviewed forecasted cash flows and there
is no indication that there will be any breach in the next 12 months.
The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about the
Company’s ability to continue as a going concern. Accordingly, the Company has prepared the annual report and financial
statements on a going concern basis.
Critical accounting estimates and judgements
The Company makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated
based on historical experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances.
In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year relate to carrying value of investments, provisions for share based payments and the provision for bad debts.
Carrying value of investments
The carrying value of investments is assessed at least annually to ensure that there is no need for impairment. Performing
this assessment requires management to estimate future cash flows to be generated by the related investment, which
may entail making judgements including the expected rate of growth of sales, margins expected to be achieved, the level
of future capital expenditure required to support these outcomes and the appropriate discount rate to apply when valuing
future cash flows.
Share based payments
The Group operates a share based compensation plan under which the entity receives services from employees as
consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange
for the grant of the options and awards is recognised as an expense in the Group income statement. The total amount to
be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market
service and performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of
the entity over a specified time period). non-market vesting conditions are included in assumptions about the number of
options and awards that are expected to vest. The total amount expensed is recognised over the vesting period, which is
the period over which all of the specified existing conditions are to be satisfied. At each reporting date, the entity revises
its estimates of the number of options and awards that are expected to vest based on the non-market vesting conditions.
It recognises the impact of the revision to original estimates, if any, in the Group income statement, with a corresponding
adjustment to the share based payments reserve within equity.
73
globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
The Company does not directly employ those participating in the share based payments scheme as they are employed by
other Group companies. The issue of share incentives by the Company to employees of its subsidiaries represents additional
capital contributions. An addition to the Company’s investment in Group undertakings is reported with a corresponding
increase in shareholders’ funds.
Provision for bad debt
The Company is required to judge when there is sufficient objective evidence to require the impairment of individual trade
receivables. It does this on the basis of the age of the relevant receivables, external evidence of the credit status of the
customer entity and the status of any disputed amounts.
2. Accounting policies
a) Basis of preparation
The parent company financial statements have been prepared in accordance with applicable IFRS as adopted by the
European Union and as applied in accordance with the provisions of the Companies Act 2006.
As permitted by section 408 of the Companies Act 2006, the income statement of the Company is not presented. The
Company’s loss for the year ended 31 December 2015 is £4.4 million (year ended 31 December 2014: loss £1.6 million).
b) Change to accounting policies
This report has been prepared based on the accounting policies detailed in the Group’s financial statements for the year
ended 31 December 2015 and is consistent with the policies applied in the previous year.
c) property, plant and equipment
Property, plant and equipment is stated at historic cost, including expenditure that is directly attributable to the acquired
item, less accumulated depreciation and impairment losses.
Depreciation is calculated on a straight line basis over the deemed useful life of an asset and is applied to the cost less any
residual value. The asset classes are depreciated over the following periods:
� Computer and equipment – over 3 to 5 years
� Leasehold improvements – over 3 to 10 years
The useful life, the residual value and the depreciation method is assessed annually.
Where there is an indication of impairment, the carrying value of the property, plant and equipment is compared to the
higher of value in use and the fair value less costs to sell. If the carrying value exceeds the higher of the value in use and fair
value less the costs to sell then the asset is impaired and an impairment loss recognised in profit or loss.
d) intangible assets
Computer software
non-integral computer software purchases are capitalised at cost as intangible assets. The Company also capitalises
development costs associated with new products in accordance with the development criteria prescribed within IAS
38 “Intangible Assets”. These costs are amortised over their estimated useful lives of 3 years. Costs associated with
implementing or maintaining computer software programmes are recognised as an expense.
investments
e)
Investments in subsidiaries are stated at cost less any provision for impairment.
f) taxation
Income tax on the profit or loss for the year comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using rates substantively enacted at the reporting
date, and any adjustments to the tax payable in respect of previous years.
Deferred taxation is provided in full on temporary differences between the carrying amount of the assets and liabilities in
the financial statements and the tax base. Deferred tax assets are recognised only to the extent that it is probable that future
taxable profits will be available against which the temporary difference can be utilised. Deferred tax is determined using the
tax rates that have been enacted or substantially enacted by the reporting date, and are expected to apply when the deferred
tax liability is settled or the deferred tax asset is realised.
74
Globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
Deferred tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the
reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not
reverse in the foreseeable future.
Tax is recognised in the income statement, except where it relates to items recognised as other comprehensive income, in
which case it is recognised in the statement of other comprehensive income.
Tax relating to items recognised in equity is recognised directly in equity.
g) Foreign currencies
The results are presented in Pounds Sterling (£) which is the functional currency of the Company.
Foreign currency transactions are translated into Sterling at the rates of exchange ruling at the date of the transaction,
and if still in existence at the year end the balance is retranslated at the rates of exchange ruling at the reporting date.
Differences arising from changes in exchange rates during the year are taken to the income statement.
h) provisions
A provision is recognised in the balance sheet when the Company has a legal obligation or constructive obligation as a result
of a past event, it is more likely than not that an outflow of resources will be required to settle that obligation, and a reliable
estimate of the amount can be made. Provisions are discounted if the time value of money is material.
i) Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call, together with other short term highly liquid
investments that are readily convertible to known amounts of cash which are subject to an insignificant risk of changes in
value.
j) Dividends
Dividends on the Company’s ordinary shares are recognised as a liability in the Company’s financial statements, and as a
deduction from equity, in the period in which the dividends are declared. Where such dividends are proposed subject to the
approval of the Company’s shareholders, the dividends are only declared once shareholder approval has been obtained.
k) Financial instruments
The Group has derivative and non-derivative financial instruments which comprise foreign currency contracts, investments
in equity, receivables, cash, loans and borrowings, and trade payables.
Financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit and loss, any
directly attributable transaction costs.
A financial instrument is recognised if the Company becomes a party to the contractual provisions of the instrument.
Financial assets are de-recognised if the contractual rights to the cash flows from the financial assets expire or if the
Company transfers the financial asset to another party without retaining control of substantially all risks and rewards of the
asset. Financial liabilities are de-recognised if the Company’s obligations specified in the contract expire or are discharged
or cancelled.
Derivative financial instruments
The Company uses derivative financial instruments to reduce its exposure to fluctuations in foreign currency exchange
rates. Derivatives are measured at fair values and any movement in fair value is recognised in the income statement.
Trade and other payables
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the
effective interest method.
l) Borrowings and borrowing costs
Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement
over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months from the reporting date.
Borrowing costs, being interest and other costs incurred in connection with the servicing of borrowings, are recognised as
an expense when incurred.
75
globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
m) share based payments
The Group operates a share based compensation plan under which the entity receives services from employees as
consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange
for the grant of the options and awards is recognised as an expense in the Group income statement. The total amount to be
expensed is determined by reference to the fair value of the options granted (determined using the market value at the date
of grant), excluding the impact of any non-market service and performance vesting conditions (for example, profitability,
sales growth targets and remaining an employee of the entity over a specified time period). non-market vesting conditions
are included in assumptions about the number of options and awards that are expected to vest. The total amount expensed
is recognised over the vesting period, which is the period over which all of the specified existing conditions are to be
satisfied. At each reporting date, the entity revises its estimates of the number of options and awards that are expected to
vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the
Group income statement, with a corresponding adjustment to the share based payments reserve within equity.
The Company does not directly employ those participating in the share based payments scheme as they are employed by
other Group companies. The issue of share incentives by the Company to employees of its subsidiaries represents additional
capital contributions. An addition to the Company’s investment in Group undertakings is reported with a corresponding
increase in shareholders’ funds.
3. Dividends
Having regard to the improved prospects for the Group and the cash requirements of the business for the year ahead, the
Board has announced a proposed maiden final dividend of 2.5 pence per share. The proposed final dividend will be paid on
3rd June 2016 to shareholders on the register at the close of business on 13th may 2016 (December 2014: £nil).
4. Intangible assets
Cost
As at 1 January 2014
Additions
Disposals
As at 31 December 2014
Additions
as at 31 December 2015
amortisation
As at 1 January 2014
Charge for the year
Disposals
As at 31 December 2014
Charge for the year
as at 31 December 2015
net book value
as at 31 December 2015
As at 31 December 2014
76
Computer software
£’000s
1,117
979
(128)
1,968
1,056
3,024
(833)
(254)
128
(959)
(440)
(1,399)
1,625
1,009
Globaldata plc annual RepoRt and accounts 2015
Notes to the Company Financial Statements
5. Property, plant and equipment
leasehold
improvements
£’000s
Computer
equipment
£’000s
Cost
As at 1 January 2014
Additions
Disposals
As at 31 December 2014
Additions
as at 31 December 2015
Depreciation
As at 1 January 2014
Charge for the year
Disposals
As at 31 December 2014
Charge for the year
as at 31 December 2015
net book value
as at 31 December 2015
As at 31 December 2014
-
225
-
225
-
225
-
-
-
-
(22)
(22)
203
225
1,215
877
(67)
2,025
395
2,420
(864)
(233)
67
(1,030)
(467)
(1,497)
923
995
total
£’000s
1,215
1,102
(67)
2,250
395
2,645
(864)
(233)
67
(1,030)
(489)
(1,519)
1,126
1,220
77
globaldata plc annual RepoRt and accounts 2015
Notes to the Company Financial Statements
6. Investments
Cost
As at 1 January 2014
Acquisition of ERC Group Limited
Acquisition of Current Analysis Inc
Share based payments to employees of subsidiaries
As at 31 December 2014
Share based payments to employees of subsidiaries
Acquisition of Verdict Research Limited
as at 31 December 2015
impairment
as at 31 December 2014 and 2015
net book value
as at 31 December 2015
As at 31 December 2014
group undertakings
£’000s
60,857
908
11,529
4,371
77,665
2,066
25,087
104,818
(10,277)
94,541
67,388
share based payments to employees of subsidiaries
The issue of share incentives by the Company to employees of its subsidiaries represents additional capital contributions. An
addition to the Company’s investment in Group undertakings is reported with a corresponding increase in shareholders’ funds.
impairment indicators
management have performed an assessment to identify whether there are any indicators of impairment to the investment
balances. Sufficient evidence has been obtained to support that there is no indication of impairment.
7. Trade and other receivables
Prepayments and accrued income
Other receivables
Amounts owed by group undertakings
Amounts owed by related parties
Other taxation and social security
31 December 2015
£’000s
31 December 2014
£’000s
1,541
74
11,278
86
30
13,009
1,536
293
11,605
1,157
172
14,763
The carrying values are considered to be a reasonable approximation of fair value. .
8. Derivative assets and liabilities
Short-term derivative assets
Short-term derivative liabilities
Long-term derivative liabilities
net derivative liability
31 December 2015
£’000s
31 December 2014
£’000s
-
(240)
(25)
(265)
106
(89)
(26)
(9)
Classification is based on when the derivatives mature. The fair values of derivatives are expected to impact the income
statement over the next year, dependant on movements in the fair value of the foreign exchange contracts. The movement
in the year was £256,000 (2014: £15,000).
78
Globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
The Group uses derivative financial instruments to reduce its exposure to fluctuations in foreign currency exchange rates.
The notional values of contract amounts outstanding are:
Expiring in the year ending:
31 December 2016
31 December 2017
9. Trade and other payables
Trade payables
Other payables
Accruals and deferred revenue
Amounts owed to group undertakings
Amounts owed to related parties
euro
€’000
1,175
-
Us Dollar
$’000
8,200
950
31 December 2015
£’000s
31 December 2014
£’000s
412
1
3,980
25,360
2,116
31,869
507
2
172
11,654
2,426
14,761
The directors consider the carrying amount of trade payables approximates to their fair value. The effect of discounting trade and
other payables has been assessed and is deemed to be immaterial to the Company’s results.
10. Provisions
At 1 January 2015
movement in provision
at 31 December 2015
Current:
Non-current:
11. Borrowings
Current
Loan due within one year
non current
Long-term loan
Dilapidations
£’000s
59
(1)
58
-
58
31 December 2015
£’000s
31 December 2014
£’000s
5,214
1,283
30,359
15,651
term loan and RCF
In July 2014, the Group refinanced its debt position. A US$17 million term loan was issued by The Royal Bank of Scotland
to partially fund the acquisition of Current Analysis Inc. This is repayable in quarterly instalments over 4 years. The first
instalment was made in July 2015, with total repayments due in 2016 being US$4 million.
The Group took out an additional term loan of £10 million in August 2015, which is repayable in quarterly instalments over 4
years. The first instalment was made in October 2015, with total repayments due in 2016 being £2.5 million.
Additionally, The Group drew a further £10 million in August 2015 from its revolving capital facility (RCF) with The Royal Bank
of Scotland. As at 31 December 2015, the Group had total draw down of £16.4 million against a total facility of £17 million.
Interest is charged on the term loan and drawn down RCF at a rate of 2.25% over the London Interbank Offered Rate.
Interest is charged on the undrawn RCF at 0.9%.
79
globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
12. Financial assets and liabilities
The Company’s financial instruments are classified under IFRS as follows:
Fair value
(through profit
or loss)
£’000s
loans and
receivables
£’000s
amortised cost
£’000s
total
£’000s
31 December 2015
Current assets
Cash
Other receivables
Amounts owed by group undertakings
Amounts owed by related parties
-
-
-
-
-
14,524
74
11,278
86
25,962
Current liabilities
Short-term derivative liabilities
(240)
Trade accounts payable
Other payables
Accruals
Amounts owed to group undertakings
Amounts owed to related parties
Short-term borrowings
Non-current liabilities
Long-term derivative liabilities
Long-term borrowings
-
-
-
-
-
-
(240)
(25)
-
(25)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(412)
(1)
(3,980)
(25,360)
(2,116)
(5,214)
(37,083)
-
(30,359)
(30,359)
14,524
74
11,278
86
25,962
(240)
(412)
(1)
(3,980)
(25,360)
(2,116)
(5,214)
(37,323)
(25)
(30,359)
(30,384)
80
Globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
31 December 2014
Current assets
Cash
Short-term derivative assets
Other receivables
Amounts owed by group undertakings
Amounts owed by related parties
Current liabilities
Short-term derivative liabilities
Trade accounts payable
Other payables
Accruals
Amounts owed to group undertakings
Amounts owed to related parties
Short-term borrowings
Non-current liabilities
Long-term derivative liabilities
Long-term borrowings
Fair value
(through profit
or loss)
£’000s
loans and
receivables
£’000s
amortised cost
£’000s
total
£’000s
-
106
-
-
-
106
(89)
-
-
-
-
-
-
(89)
(26)
-
(26)
8,576
-
293
11,605
1,157
21,631
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(507)
(2)
(172)
(11,654)
(2,426)
(1,283)
(16,044)
-
(15,651)
(15,651)
8,576
106
293
11,605
1,157
21,737
(89)
(507)
(2)
(172)
(11,654)
(2,426)
(1,283)
(16,133)
(26)
(15,651)
(15,677)
Maturity analysis
The long-term borrowing’s contractual features are detailed in note 18 of the Group accounts and it is not expected that
those loans will be repaid within a year or until replaced with equivalent debt or equity financing. The debt shown in the
table overleaf is inclusive of the projected interest payments in accordance with IFRS 7 (interest on short and long-term
borrowings £3,633,000).
81
globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
less than
1 month
£’000s
1-3 months
£’000s
3 months
to 1 year
£’000s
1 to 5
years
£’000s
Current liabilities
Short-term derivative liabilities
Trade accounts payable
Accruals
Amount owed to group undertakings
Amounts owed to related parties
Short-term borrowings
Non-current liabilities
Long-term derivative liabilities
Long-term borrowings
(36)
-
-
-
-
(1,558)
-
-
(118)
(412)
(3,980)
-
-
-
-
-
(86)
-
-
-
(2,116)
(4,675)
-
-
(1,594)
(4,510)
(6,877)
total
£’000s
(240)
(412)
(3,980)
-
-
-
(25,360)
(25,360)
-
-
(2,116)
(6,233)
(25)
(32,973)
(58,358)
(25)
(32,973)
(71,339)
Reclassifications
There have been no reclassifications between financial instrument categories during the year ended 31 December 2015 and
year ended 31 December 2014.
Please refer to note 19 of the Group accounts on financial assets and liabilities for the Group’s exposure to risk.
Credit risk
In the normal course of its business, the Company incurs credit risk from cash and trade and other receivables. The Group
has a credit policy that is used to manage this exposure to credit risk, including credit checking prior to contracts being
signed.
£26.0 million of the Company’s assets are subject to credit risk (31 December 2014: £21.6 million). The Company does not
hold any collateral over these amounts. note 7 of the Company accounts give further details of the Company’s receivables,
which are mainly amounts receiveable from Group undertakings.
82
Globaldata plc annual RepoRt and accounts 2015
Notes to the Company Financial Statements
13. Related party transactions
Directors
The remuneration of the Directors of the Group and Company is set out on page 25 in the consolidated accounts of the Group
within the Directors Remuneration Report.
Corporate support services
Corporate support services are provided to the other companies owned by mike Danson, principally finance, human
resources, IT and facilities management. These are recharged to companies that consume these services based on specific
drivers of costs, such as proportional occupancy of buildings for facilities management, headcount for human resources
services, revenue or gross profit for finance services and headcount for IT services. The recharge made from GlobalData Plc
to these companies for the year to 31 December 2015 was £1,346,000 (2014: £404,900).
acquisition of globalData holding limited and disposal of B2B print business
On 23rd December 2015, the Group announced that it was in advanced negotiations to purchase the Healthcare business
information provider, GlobalData Holding Limited (a related party) and to sell some of its non-core B2B print businesses,
also to a related party. Further information on the acquisition can be found in the Group accounts in note 28, with details of
the disposal in note 25.
amounts outstanding to and from group undertakings
The amounts outstanding group undertakings were:
Amounts owed by group undertakings:
Kable Business Intelligence Limited
Progressive media Group Limited
Progressive Digital media (Holdings) Limited
Current Analysis Inc
Current Intelligence & Analysis Limited
AffiliateFuture Inc
ERC Group Limited
Progressive Digital media Pty Limited
Amounts owed to group undertakings:
Internet Business Group Limited
Progressive media Group Limited
ERC Group Limited
Dewberry Redpoint Limited
Tmn media Limited
Electronic Direct Response Limited
mutualPoints Limited
Progressive Digital media Inc
Progressive Digital Media PVT Limited
31 December
2015
£’000s
31 December
2014
£’000s
7,581
-
1,526
1,075
1,071
-
-
25
5,374
2,290
3,030
446
353
78
20
14
11,278
11,605
(1,617)
(13,918)
(3)
(1,677)
(5,999)
(672)
(717)
(64)
(693)
(2,108)
-
-
(1,572)
(6,000)
(672)
(728)
(104)
(470)
(25,360)
(11,654)
83
globaldata plc annual RepoRt and accounts 2015 Notes to the Company Financial Statements
amounts outstanding to and from related parties
The amounts outstanding for related parties were:
Amounts owed by related parties:
Progressive media International Limited
Estel Properties Investments no.2 Limited
Amounts owed to related parties:
World market Intelligence Limited
Estel Property Investments Limited
Estel Property Investments no.3 Limited
Progressive media UK Limited
Financial news Publishing Limited
Progressive media International middle East FZ-LLC
Elite Luxury Publishing Inc
31 December
2015
£’000s
31 December
2014
£’000s
86
-
86
1,081
76
1,157
(1,628)
(1,625)
-
-
(149)
(24)
(238)
(77)
(265)
(252)
-
(148)
(63)
(73)
(2,116)
(2,426)
14. Post balance sheet events
In January 2016 the Group completed the acquisition of Healthcare business information provider GlobalData Holding
Limited, a private company owned by mike Danson and Wayne Lloyd (and his connected parties) for a total consideration
satisfied by the issue 26,078,431 Ordinary Shares.
In accordance with IFRS3.B66, management has not been able to estimate the fair value of goodwill and intangible assets
acquired as the acquisition occurred in close proximity of the year end. no revenues or profits are included in the Group’s
results for the year ended 31 December 2015. In 2015 the acquired Healthcare business had revenues of £19.1 million and
profits before tax of £1.4 million.
In addition, the Group also completed the disposal of its non-core B2B print assets to Research Views Limited, also
controlled by mike Danson and Wayne Lloyd (and his connected parties). The disposal was for consideration of £1, together
with a guaranteed loan agreement from the related party acquirers.
As a result of the above transactions, the Group changed its name to GlobalData Plc which better reflects the business and
its operations.
On 1 march 2016, the Group announced its maiden dividend. Further details can be found in note 22 of the Group accounts.
84
Globaldata plc annual RepoRt and accounts 2015 Advisers
Company secretary
Graham Lilley
head office and Registered office
John Carpenter House
John Carpenter Street
London
EC4Y 0An
Tel: + 44 (0) 20 7936 6400
nominated adviser and Broker
nplus1 Singer Advisory LLP
1 Bartholomew Lane
London
EC2n 2AX
solicitors
Osborne Clarke
2 Temple Back East
Temple Quay
Bristol
BS1 6EG
auditor
Grant Thornton UK LLP
Grant Thornton House
melton Street
London
nW1 2EP
Registrars
Capita Registrars Limited
northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire
HD8 0GA
Bankers
The Royal Bank of Scotland Plc
280 Bishopsgate
London
EC2m 4RB
Registered number
Company no. 03925319
85
globaldata plc annual RepoRt and accounts 2015 Notes
86
Globaldata plc annual RepoRt and accounts 2015 head office and Registered office
John Carpenter House
John Carpenter Street
London EC4Y 0An
Tel: + 44 (0) 20 7936 6400
www.globaldata.com
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