25th Mar 2015 07:00
25 March 2015
JOHNSTON PRESS PLC
RESULTS FOR THE 53 WEEKS ENDED 3 January 2015
Underlying profit before tax up 235.1%; Underlying operating profit up 2.8%; Net debt down 38.9%1
Johnston Press plc ("Johnston Press" or "the Group"), one of the leading media groups in the UK, announces its results for the 53 weeks ended 3 January 2015.
2014 was a 53 week trading period and the underlying results have been adjusted to exclude the impact of the extra week. Unless otherwise stated, or where the context otherwise requires, financial information in this announcement is provided on an underlying basis.1
Key highlights1:
· Profit before tax: Underlying profit before tax increased 235.1% to £29.9m from £8.9m
· Operating profit: Increased for the second consecutive year to £55.5m - up 2.8%
· Revenue: Total underlying revenues of £265.9m reflect a decline of 4.4% for the period
· Digital revenues: Up 20.0% for the period, from £24.0m to £28.8m representing 17.4% of advertising revenues (2013: 13.8%)
· Digital audience grew by 35.8% to an average of 16.7m in 2014 (2013: 12.3m)
· Cost reduction: Operating costs reduced by £13.8m net of investment in digital
· Operating margin: Up to 20.9%, from 19.4%
· Continued debt reduction: Net debt down to £184.6m at period end (2013: £302.0m), reflecting refinancing
During 2014 we continued to transform our business in line with the strategic priorities set out in 2012. The debt and equity refinancing in June provided a platform of financial stability to allow us to focus on our strategic objectives, including growing our digital business, beginning the process of changing the way we create content in our newsrooms and structure our sales teams and continuing to increase our overall audiences.
Financial Highlights:
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| 2014 |
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| 2014 |
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| 53 weeks |
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Revenue |
| 265.9 |
| 278.2 |
| (4.4) |
| 268.8 |
| 290.02 |
| (7.3) |
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Operating profit/(loss) |
| 55.53 |
| 54.0 |
| 2.8 |
| 10.7 |
| (245.7) |
| - |
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(Loss)/profit before tax |
| 29.9 |
| 8.9 |
| 235.1 |
| (23.9) |
| (291.4) |
| - |
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Net Debt |
| 194.24 |
| 304.44 |
| (36.2) |
| 184.6 |
| 302.0 |
| (38.9) |
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1. The results are presented on a continuing underlying basis which is excluding exceptional items (refer Note 6) and further adjusted to remove week 53 revenues and trading revenues following closure or disposal of titles (also refer to the Financial Review for additional explanation). The results are restated to present the Republic of Ireland operations as discontinued following their disposal to Iconic in April 2014 and for the restatement of results for the adoption of IFRS 19 and other pension related adjustments. 2. Includes exceptional receipt of £10.0m in connection with the cancellation of contract printing arrangements with News International. 3. Underlying operating profit is stated after excluding the impact of week 53 revenues and related costs and the impact of the closure or disposal of titles. Other adjustments reflect the impact of pension plan expenses, share based payments and disposed or converted titles as well as the impact of the termination of a print contract with News International in 2013. 4. Underlying net debt is stated excluding fair value mark to market valuation adjustments on the bond. |
Strategic progress
Digital revenue growth:
Digital revenues were up 20.0% underlying in the full year growing from £24.0m to £28.8m with property, motors and local display joining employment in showing strong year on year growth. New products and national platforms for local businesses for example SkyAdsmart and 1XL were launched and DigitalKitbag was rolled out.
Returning to top line growth:
Total underlying revenue of £265.9m declined 4.4% for the period, reducing the rate of decline from 5.2% in 2013 and 7.4% in 2012.
· Total advertising revenues of £165.7m declined 4.7%, print advertising declined 8.7% to £136.9m while digital revenues were up 20%. The employment category led the way with revenue growth of 3.4%, becoming the first to reach the overall digital tipping point.
· Newspaper sales revenue was down 4.8% from £81.8m to £77.9m.
Audience growth:
Average total monthly audience for the year was 27.3m, up from 24.5m in 2013, representing an increase of 11.4%. Digital audiences grew by 35.8% from an average in 2013 of 12.3m to an average of 16.7m per month in 2014. 40.7% of our digital users are now reached via mobile devices (2013: 31.7%).
Strong cost discipline
Underlying operating costs were reduced by £13.8m (6.2%) to £210.4m, net of digital investment, while financing costs (excluding exceptional items) of £21.5m in H1 were reduced to £9.7m in H2.
Exceptional items
The results include a net charge before tax of £53.8m in respect of exceptional items. Exceptional operating costs of £44.7m relate to further write-downs of publishing titles and other assets, along with business restructuring. Exceptional finance costs of £9.0m were associated with the refinancing and include an interest accrual release offset by the write off of term debt issue costs and debt refinancing fees.
Net debt and financing costs
Successful refinancing of existing debt facilities completed in June 2014 through a £140m placing and rights issue and raising £220.5m in a £225m 8.625% bond issue due 2019.
· Net debt post refinancing was reduced to £184.6m (2013: £302.0m) after initial discount and marking to market.
· Net cash inflow from operating activities was £7.8m, after annual pension contributions of £6.3m and exceptional pension contributions of £8.2m and redundancy costs of £9.9m. Excluding exceptional items, the Group generated operating cashflows of £30.7m, while the disposal of the Republic of Ireland business in April 2014 to Iconic Newspapers Limited generated £7.1m.
· Total finance costs reduced from £45.8m in 2013 to £34.6m.
Bond buy-back
Consistent with the strategy to use surplus cashflow to reduce the overall leverage of the Company over time, the Company has allocated £5.0m of its cash to buy-back bonds in the open market over the coming months.
Capital structure
Further to the refinancing carried out in 2014, the Company has lodged a petition with the Court of Session seeking approval for the reduction of the Company's share premium account by £275.0m to eliminate the accumulated deficit on the profit and loss account and create distributable reserves going forward.
Dividend
The provisions of the bond restrict the Company's ability to pay dividends until certain conditions, including that net leverage is below 2.25x EBITDA, are met. Although the Board wishes to resume dividend payments as soon as is appropriate, no ordinary dividend is proposed for the period.
Earnings per share
The rights issue and subsequent share consolidation distorts the EPS metrics. For information, underlying and proforma calculations are presented below:
Continuing operations |
| Underlying | Proforma | ||||
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| Basic EPS | Basic EPS | Fully diluted EPS | |||
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| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
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Earnings (£m) |
| 26.9 | 13.0 | 26.9 | 13.0 | 26.9 | 13.0 |
Number of ordinary shares (m) |
| 3,520.01 | 237.81 | 105.4 | 105.4 | 120.7 | 120.7 |
EPS (pence) |
| 0.76 | 5.46 | 25.57 | 12.38 | 22.33 | 10.81 |
1 Weighted average number of shares |
· Proforma underlying earnings equates to net underlying profit of £27.1 million (28 December 2013: £13.2 million) less preference share dividends of £0.15 million (28 December 2013: £0.15m).
· Proforma basic EPS has been calculated based on the closing number of shares in issue of 105.9 million and deducting the number of shares held by the Company's employee share trust of 0.5 million. Proforma fully diluted EPS assumes the maximum potential dilutive impact and the maximum number of shares the Group could be called upon to issue to satisfy the full vesting of VCP and employee share and deferred bonus schemes.
Outlook
· The period to date to 28 February 2015 is an 8 week period compared to the 9 week period in 2014. Advertising revenues for the comparable 8 week period to 28 February 2015 were down 4.1%. The group remains focused on digital growth and driving increased audiences. Business transformation remains at the forefront of our plans, and following a successful pilot, Newsroom of the Future is being rolled out across the group, together with the new sales model.
· The group will retain cash for investment in support of the growth strategy, while 2015 will see the full year benefit of reduced financing costs.
Commenting on the annual results and outlook, the Chief Executive, Ashley Highfield, said:
"Following the refinancing we are seeing the business transform into a modern multimedia organisation. The strong growth in our digital audiences and accelerated growth of digital revenues, aided by the roll-out of Digital Kitbag and the launch of Sky Adsmart and 1XL are changing the shape of the Company. We are excited about the future for the business and confident of delivering on our strategic objectives of growing an engaged audience base and returning our business to top line growth".
For further information please contact:
Johnston Press Ashley Highfield, Chief Executive Officer David King, Chief Financial Officer
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020 7612 2601 |
Bell Pottinger Dan de Belder Zoë Pocock Stephanie Sheffrin |
020 3772 2774 |
Investor presentation and audio/webcast:
A presentation for analysts and live audio/webcast will be held at 11.00am on Wednesday 25 March 2015 at Bell Pottinger, Holborn Gate, 330 High Holborn, London, WC1V 7QD.
Webcast link: https://secure.emincote.com/client/johnston_press/johnston001/
A replay will be available after 2.00pm on the Group website www.johnstonpress.co.uk
To ensure admission to the presentation or to request conference call details, please confirm your attendance with Stephanie Sheffrin (ssheffrin@bellpottinger.com).
Please see the conference call dial in details below:
Number: +44 20 3059 8125 (no pin needed)
The announcement for the period ended 3 January 2015 will be available at www.johnstonpress.co.uk/investors
Forward-looking statements
The report contains forward looking statements. Although the Group believes that the expectation reflected in these forward- looking statements are reasonable, it can give no assurance that the expectations will prove to have been correct. Due to the inherent uncertainties, including both economic and business risk factors underlying such forward looking information, actual results may differ materially from those expressed or implied by these forward looking statements. The Group undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Chairman's Statement
2014 was the year we started to see signs of an improving economic climate and further positive results from delivery of our strategy.
We have seen another year of profound change, both for the Company and the industry in which we operate. Throughout this time we have continued to innovate and to maintain our place at the forefront of the changes in our sector.
StrategyThe successful completion of our refinancing plan in June 2014 has helped to provide a level of financial stability which has allowed us to focus on the pursuit of our increasingly digital strategic objectives. The refinancing saw £140 million being raised through a placing and rights issue and a further £220.5 million through the issue of bonds. In addition, we agreed a new £25 million revolving credit facility (which remains undrawn) and entered into revised pension arrangements. The refinancing allowed us to exit from our previous borrowing arrangements - lengthening the duration of our borrowing facilities, significantly reducing the Company's financing costs and removing the operational restrictions which those facilities imposed. One effect of the placing and rights issue was that the Company had a very large number of shares in issue with a correspondingly low share price. The 50 to one share consolidation we undertook towards the end of the year addressed this, placing our share price at a more appropriate level.
Throughout 2014 we have continued to focus on our strategic priorities. We have remained at the forefront of our sector's shift to digital and our initiatives in 2015 will seek to maintain that advantage. I have previously identified our digital business as key to our future and our plans to change the way in which we create content in our newsrooms and structure our sales teams to reflect this. We are working hard to deliver a return to revenue growth and have reached the digital tipping point on 290 occasions in 2014¹. It is essential that we drive further digital growth while continuing to protect our print-based revenues. Our key initiatives are set out in detail in the Strategic Report.
ResultsAlthough the latter part of the year saw increased economic confidence, trading for the year as a whole continued to be affected by challenging economic conditions in many parts of the UK. In addition, our results reflect the increased investment in very targeted aspects of the business. Overall, the strong performance in some categories of our business was very encouraging. Total statutory revenues were affected by the disposal of our business in the Republic of Ireland in April and ended the year down 7.3% from £290.0 million to £268.8 million. Statutory print advertising was down 8.2% from £150.4 million to £138.1 million.
Combined print and digital advertising revenue was down 4.2% to £167.2 million in 2014; whilst underlying advertising revenue was down 4.7%. The overall rate masks several areas of strong performance with employment total underlying advertising revenue growth of 3.4% leading the drive towards the advertising tipping point.
Once again, underlying digital revenues grew strongly in the year by 20.0% from £24.0 million to £28.8 million. Property, motors and local display all joined employment in showing strong year-on-year growth.
Underlying newspaper sales revenue, supported by cover price increases, was down 4.8% from £81.8 million to £77.9 million.
Underlying operating costs were reduced to £210.4 million from £224.2 million in 2013, a £13.8 million year-on-year reduction net of investment in the digital business, reflecting our focus on cost leadership. Our programme of process and efficiency improvements and digital investment will continue in 2015.
The resulting statutory operating profit was £10.7 million, a significant improvement on the prior year operating loss of £245.7 million including exceptional items. On an underlying basis, operating profit was up 2.8% from £54.0 million to £55.5 million with underlying operating profit margins improving from 19.4% to 20.9% year-on-year.
Underlying basic earnings per share, from continuing operations, was 0.76p, compared to 5.46p in 2013, comparatives have been restated to show additional bonus and rights issues of the Capital Refinancing Plan and share consolidation (Refer Note 14 and 27 for further detail). Statutory loss after tax, from continuing operations, was £15.3 million (2013: £215.7 million loss). Cash flow performance in the second half of the year benefited from the impact of the refinancing. Net debt at the end of the year was £184.6 million, a reduction of £117.4 million on 2013.
Total pre-tax exceptional items were £53.8 million (2013: £300.2 million). The 2014 exceptional items included £24.5 million of write-down or impairments on publishing titles, property and assets held for sale, £16.5 million of restructuring and pension costs, £4.6 million relating to our long term incentive plans, £9.1 million of financing costs resulting from the refinancing and a £0.9 million gain on property disposals. More information on the exceptional items can be found in the Financial Review section of this report and Note 6 of the financial statements.
¹Digital tipping point is defined where 2014 revenue exceeds 2013 revenue within a category, within a Publishing Unit, within a given month.
Dividend
As we explained when details of the refinancing were announced, the provisions of our bonds restrict the Company's ability to pay dividends until certain conditions are met. Although the Board wishes to resume dividend payments as soon as is appropriate, no dividend is proposed for the year.
Industry Issues2014 marked the establishment of the Independent Press Standards Organisation (IPSO) as a new independent monitoring and complaints body for our industry. We have joined IPSO and believe it offers a system of redress which is both accessible and effective for those with a complaint while being tough, fair and proportionate for local newspapers. We have used the launch of the organisation to review our internal and external procedures to ensure that they comply with IPSO's requirements.
BoardI would like to thank my Board colleagues for their leadership, particularly during the refinancing process in the first half of the year. In order to ensure stability during that time, the Board determined that it would not review its make up until the completion of the refinancing.
The Board regularly reviews both the balance of its membership and the issues it considers when it meets. The agenda for the Board's meetings continue to be structured to scrutinise both strategic and operational matters in an atmosphere of constructive challenge and debate. I am satisfied that the Board remains effective.
EmployeesWe are well aware of the hard work of our employees and the considerable change they have seen in recent years. On behalf of the Board I again wish to express our gratitude to them for their dedication. Once more they have continued to deliver high quality work and play an essential role in our ambition to be the fabric which binds local people with local businesses.
OutlookWe are seeing encouraging results from focusing on those areas of growth which have the potential to deliver the greatest benefit. Our aim is to continue to improve our effectiveness in all areas of the business whilst driving innovation for the benefit of our audience and our advertisers. We plan to seek to take advantage of not only that innovation, but also more favourable conditions in some of our markets and the beneficial platform that the refinancing has given us to improve our performance in 2015. Ian RussellChairman
Chief Executive Officer's Report
Second consecutive year of underlying operating profit growth.
During 2014 we continued at pace to transform our business into a modern multimedia organisation; the changes implemented supported us in continuing to meet our strategic objectives of growing an engaged audience base and returning our business to top line growth.
2014 was the second consecutive year where we posted underlying operating profit growth, a satisfying achievement given that growth in 2013 followed seven years of operating profit decline. It was also a year in which we were hailed as one of the most attractive turnaround stories in the UK market¹, with Digital Kitbag and Sky Adsmart heralded as exciting initiatives.
Review of the YearUnderlying digital advertising grew by 20.0%, with strong growth in key categories such as Entertainment (WOW247) growing by 244%, The Smartlist, one of our employment offerings, grew by 211%, Motors up 88%, Property up 52% and Local Display up 19%.
Our aggregate audiences have continued to grow; our average monthly audience for the year was 27.3 million, up from 24.5 million in 2013, a growth of 11.4%. A key driver for this growth was our digital audience which grew by 35.8% from an average in 2013 of 12.3 million unique users a month, to an average of 16.7 million in 2014.
Our digital kitbag offering had its first full year, having launched in late 2013, and an agreement was signed with Sky to sell their Sky AdSmart solution. Both of these initiatives support our advertisers to target the customers more precisely and with a clear return on investment I'm excited about these and other digital initiatives that we will deliver in 2015. In October 2014 alone we sold digital kitbag offerings to 390 new customers.
We were instrumental in developing and launching the 1XL initiative which will substantially change the way national advertisers engage with local press for digital advertising. 1XL is a collaboration of local and regional press organisations that gives us a truly national reach. This is yet another initiative that will support our objective of top line advertising revenue growth in 2015 and beyond.
In 2012 we extended our existing lending facilities through to September 2015. The terms of those facilities provided strong incentives to implement a debt refinancing by the end of 2014. I am pleased to report that in 2014 we achieved that through a fundamental restructuring of our debt, and pension obligations, which has provided a more balanced capital structure with a significant reduction in leverage and in turn has provided a significantly improved platform for the Company to continue its strategic initiatives.
At the end of 2014, our net debt stood at £184.6 million, down from £302.0 million at the end of 2013. With this substantial reduction of debt we have also been able to secure a lower interest rate and therefore a significantly reduced interest charge and we have also extended the maturity of our debt. This saving will allow us to increase the investments we make in our business in order to deliver on our strategic objectives, while continuing to pay down debt.
We managed production costs tightly and supported by lower prices for paper, we reduced our production costs by 3.3%. We recorded savings across pre-press, printing, newsprint and distribution. Our total underlying costs, driven by headcount reductions reduced by £13.8 million, net of investment in our digital business, a year-on-year reduction of 6.2%. All this supported underlying operating profit growth of 2.8%.
Priorities for 2015
Significant progress has been made in implementing the longer-term vision for the future of Johnston Press with changes and innovations being undertaken to grow our audiences, transform our revenue base and maintain our cost leadership position.
Transformation programmes such as 'Newsroom of the Future', alongside new ways of working in our sales and operational teams, will be key to how we adapt to our changing environment, and the new approach will enable our teams across the business to concentrate on the things that are most important - delivering what our readers and advertisers want, in a cost effective and efficient manner.
The focus on quality will continue to be key. We want to achieve a big increase in customer and reader satisfaction by continuing to improve our end-to-end processes across our sales and editorial functions. To enable these priorities, we are focusing on two core transformation programmes in 2015, which have already started to make substantial progress. These projects are:
Audience strategy - driven by the 'Newsroom of the Future' project, a concept that we piloted during 2014 and will roll out this year. This will re-engineer our newsrooms to equip us to cope with the demands of reporting in the modern age. In the future our newsrooms will deliver;
¹Source: Peel Hunt, November 2014.
Chief Executive Officer's Report (continued)
· Larger and more engaged digital audiences
· An improvement in the print product
· More contributed / user generated content will appear on more platforms, more of the time
· Staff will have new workflows, technology and tools, freeing up time for more investigative journalism and improving productivity, whilst reducing costs.
Commercial strategy - we are starting to pilot new models for our sales teams and equipping our operational teams to work in different ways, enabling both to deliver high quality and effective solutions for our customers. Salesforce of the future will aim to;
· Retain more existing customers
· Improve yields
· Move to solution selling
· Improve customer satisfaction
· Reduce field sales costs
SummaryWe continue to be exceptionally well placed to meet the demands for information from the communities we serve, but the way we do this is changing and the growth of our mobile audiences continues to reflect this. Successful implementation of our transformation projects will ensure that we continue to be well placed to serve our communities in the years to come.
Our financial performance, underpinned by our refinancing, is stabilising and provides us with the confidence and ability to invest in transforming our business into a modern multimedia organisation.
Ashley Highfield
Chief Executive Officer
Operational Review
Delivering our Strategy
Throughout 2014 we focused on delivering our key audience and commercial development strategies, supported by digital product and market innovation. Our audience strategies concentrated on content improvement in print and improved digital engagement and differentiation, has led to overall average monthly audience growth of 11.4% from 24.5 million to 27.3 million.
The commercial strategy has focused on improving end-to-end service quality and design led advertising initiatives to improve the relevance of our service offerings and advertiser customer experience. On-going development of our Media Sales Centre has focused on improving service quality and efficiency.
Audience Development:
Print quality improvement has been driven through our content improvement plan and enabled through increased sharing of high quality content. This has been facilitated by the 'Great Sharing Hub' and our three centralised design hubs, providing smarter and faster newspaper design.
During the year, our design hubs have broadened their remit considerably to become important providers of editorial content to the business.
As well as frequent Group supplements, the hubs now produce many pages of new, feature and lifestyle material which can be used in titles across the Group. These pages are accessed through a central website portal - called Great Content - and placed on the page without the need for editing (made possible through the use of common page designs). A new single Weekend section has been developed to replace the multitude of approaches in our daily titles' Saturday editions, featuring better content and clearer design, curated entirely by the hubs.
Great Content is also home to the work of many of our columnists whose work can appear in multiple titles, as well as a live feed of shareable content written by reporters and feature writers in the Group. This emphasis on 'create once - use many times' is a key part of the Group's Print Content Improvement Project and 'Newsroom of the Future' strategy.
The design hubs are now leading the development of visual storytelling in editorial, both online and in print. Designers are creating central repositories of infographic resources and working with editors to produce new ways of explaining content to readers with evolving demands.
Their design skills, honed for print, are also being adapted for digital long-form-storytelling platforms - a great example being the Scottish Independence Referendum which repurposed Scotsman content into a dynamic online package featuring a variety of multimedia elements.
Photographic services were outsourced in 2014, providing an enhanced service while reducing costs.
Digital Product and Market Development:
In 2014 we launched improved platforms for our Jobstoday.co.uk business, which continued to strengthen its digital performance, including the launch of the new Smartlist specialised recruitment service.
Our WOW247.co.uk entertainment platform continued to grow, nearing 500,000 unique users per month during peak months of festivals in the UK. Development and expansion of this business will continue in 2015.
Our newsrooms now have real-time data on web site usage that is helping them create the right content for digital platforms based on the interests of the audience.
We also launched redesigned web sites for 2015 which will position our business for the significant anticipated growth in mobile usage in 2015. We experienced accelerating mobile traffic throughout 2014 and are now in a strong position to exploit this trend.
In 2014 we signed an agreement with Sky to sell their Sky AdSmart solution, which is a unique proposition to deliver targeted television advertising. This initiative supports our advertisers to target the customers more precisely, combining Sky household data and the power of television with JP advertiser relationships.
Commercial Development
Design-led advertising was initiated to provide customers with improved advertising services and the ability to commission a coherent, professionally designed, multi-channel campaign. For smaller, less frequent advertisers, template designs have been developed to provide customers with a range of standard creative solutions together with a simplified booking process and focus on reducing advertising errors. In addition, these template advertisements provide benefits in the newsrooms as advertising is more predictable and to standards formats, sizes and shapes.
Both initiatives lead to an enhanced final product in print or online with modern, professional adverts improving the look and feel of the final product.
Operational Review (continued)
The Media Sales Centre continues to deliver significant growth and had revenue improvements throughout 2014.
All four combined classified categories (Employment, Public Notices, BMDs, Other Classified) saw year-on-year growth of 7% with a 20% year-on-year improvement in digital revenues, on an underlying basis.Group investment in the new digitally led outbound recruitment team saw a significant return in 2014 with the Employment category performing +3.4% year-on-year, on an underlying basis. This team will be well positioned to take full advantage of the strong recruitment market going into 2015. In Other Classified, several new product launches in the A5 magazine market and a focus on our digital products saw this category grow year-on-year for the first time in over five years. The new digital recruitment platform, the sales of mobile display inventory and the consolidation of digital birth, marriage and death announcements and Public Notices all contributed to the 29% year-on-year improvement in digital revenues across the media sales centre.
We monitor very closely to how we are rated by two of our key stakeholders: our customers and our staff. We are rated by our customers using the Net Promoter Score (NPS) and have just completed our fourth staff satisfaction survey. We have been encouraged by improvement in some of our NPS scores.
Staff engagement through 2013/2014 had a positive impact on the overall performance of the Media Sales Centre in particular. In 2014 the mean average score for engagement improved markedly on the previous year. Four of the key indicators were staff recognition, job satisfaction, line management support and living the values, all of which contributed to the result.
Operations and Production
The Group's printing business operates out of three sites in Portsmouth, Dinnington and Carn. With the continuing reduction of press availability in the industry the Group has strengthened its position in the contract print market. The Group's state of the art presses continue to perform at optimum quality and produce print products with increasing efficiency.
Major customers include Local World, Tindle Newspapers, Times Educational, Guardian Media Group, Trinity Mirror, as well as many niche publications. The print sites are well placed geographically to meet publisher's distribution requirements with integrated logistics services.
A full review of the Group's logistics operations was undertaken in 2014 with the majority of the delivery routes now being outsourced to a single supplier specialising in the distribution of time sensitive products. This initiative has significantly improved the efficiency and timeliness of product delivery to market and substantially reduced costs.
In 2014, the Group appointed a Chief Creative Officer with a brief to greatly improve the Company's creative capability and digital advertisement product innovation. Our Customer Service Department has also been consolidated so that all customer interactions for any digital or print product can be handled by a single point of contact, improving the customer experience.
With the continued strong growth in our digital audience it has been vital to continue to improve the infrastructure on which the Group's websites rely. In 2014, a number of substantial upgrade programmes have been completed including the roll-out of a 'Content Delivery Network' to all websites and the introduction of a new storage platform.
Following the completion of the Mobile Journalist project in 2013, a number of enhancements to the Group's remote working systems were made during 2014 with the aim of further improving the ability of Editorial staff to work from the heart of their local communities.
Work to further improve the quality and delivery speed of reporting and analytics data continued throughout 2014. A new system for analysing the behaviour of website visitors has been implemented across all of the Group's websites. This system allows journalists to see the audience engagement level of each and every article that is published throughout that article's entire life-cycle. These metrics can then be used to make real-time decisions on how to improve engagement and increase traffic volumes.
Property & Estate
We have continued to review our property portfolio to identify markets and centres that have accommodation which no longer meets the requirements of the business. During 2014 we disposed of 23 freehold properties and removed ourselves from 15 leases (net of relocations). These include significant relocations including The Scotsman, to new offices in Edinburgh, and the remaining digital and accounts teams to new fit-for-purpose offices in central Peterborough. Overall we have reduced the total number of properties within the portfolio from 188 at the start of the review in 2012 to 150 at the end of 2014, with nearly half of all staff either having relocated or having seen investment in their environment.
Although a great deal of progress has been made during 2014, the projects will continue as the portfolio is rationalised further with an expectation of the overall number of properties eventually falling below 100.
This emphasis on 'create once - use many times' is a key part of the Group's Print Content Improvement Project and Newsroom of the Future strategy.
Financial Review
In 2014 we achieved a statutory operating profit of £10.7 million; underlying operating profit grew by 2.8% year-on-year to £55.5 million, and underlying profit before tax increased from £8.9 million to £29.9 million. The Group also completed its refinancing, raising £360.5 million from a placing and rights issue and bond offer.
IntroductionThis Financial Review, based on the consolidated financial statements of the Group, provides commentary on the Group's performance during the 53 week period ended 3 January 2015 (2013: 52 weeks).
Basis of PresentationIn preparing commentary on performance, the financial impact of a number of significant accounting and operational items affecting the results have been adjusted for in arriving at the underlying results discussed in this Financial Review. A reconciliation from the statutory to underlying results is provided below along with a description of the nature of the adjustments made.
In the first half of 2014 the Group disposed of its Republic of Ireland business, which comprised 12 titles and revenues of £2.8 million in the 3 months until disposal. As this business has been reported as discontinued, the results are not included in the comparison of statutory to underlying performance table. Comparatives have been restated accordingly.
2014 was a 53 week trading period; and the underlying results have been adjusted to exclude the impact of the extra week and the narrative has been focused on underlying performance.
Comparison of Statutory to Underlying Performance53 weeks ended 3 January 2015 | Statutory£m | Exceptionals1 £m | 53 week effect £m | Other2£m | Underlying £m |
Total continuing revenues | 268.8 |
| (2.9) | - | 265.9 |
Operating costs3 | (252.6) | 44.7 | 1.5 | 1.5 | (204.9) |
EBITDA4 | 16.2 | 44.7 | (1.4) | 1.5 | 61.0 |
Depreciation and amortisation | (5.5) |
|
|
| (5.5) |
Operating profit | 10.7 | 44.7 | (1.4) | 1.5 | 55.5 |
Net finance costs6 | (34.6) | 9.1 |
|
| (25.6) |
(Loss)/profit before tax from continuing operations6 | (23.9) | 53.8 | (1.4) | 1.5 | 29.9 |
Tax | 8.6 | (11.4) | - | - | (2.8) |
(Loss)/profit for the period from continuing operations | (15.3) | 42.4 | (1.4) | 1.5 | 27.1 |
Operating profit margin from continuing operations |
|
|
|
| 20.9% |
Financial Review (continued)
52 weeks ended 29 December 2013 | Statutory£m | Exceptionals1 £m | 53week effect £m | Other2£m | Underlying £m |
Total continuing revenues | 290.0 | (10.0) |
| (1.8) | 278.2 |
Operating costs3 | (527.9) | 309.5 |
| 1.9 | (216.5) |
EBITDA4 | (237.9) | 299.5 | - | 0.1 | 61.7 |
Depreciation and amortisation | (7.7) |
|
|
| (7.7) |
Operating (loss)/profit6 | (245.7) | 299.5 | - | 0.1 | 54.0 |
Net finance costs | (45.8) | 0.7 | - |
| (45.1) |
(Loss)/profit before tax from continuing operations | (291.4) | 300.2 |
| 0.1 | 8.9 |
Tax | 75.7 | (71.4) |
|
| 4.3 |
(Loss)/profit for the period from continuing operations | (215.7) | 228.8 |
| 0.1 | 13.2 |
Operating (loss)/profit margin from continuing operations |
|
|
|
| 19.4% |
¹Exceptional items are set out in Note 7 to the condensed financial statements.
²Other adjustments reflect the impact of pension plan admin expenses recognised due to the adoption of IAS19R (Note 18), share based payments and disposed titles as well as the impact of the termination of the News International (NI) printing contracts in 2013.
³Operating costs include cost of sales and are stated before depreciation and amortisation.
4EBITDA is earnings before interest, tax, depreciation and amortisation.
5 In October 2014, the Letterbox Direct business was outsourced. There has been no adjustment made to the Underlying results in 2014, but an adjustment will be reflected in 2015 comparators to for underlying purposes.
6 Calculated on unrounded numbers.
Exceptional Items
Exceptional items, totalling £53.8 million (2013: £300.2 million), include £24.5 million of publishing title impairment, and property and asset held for sale write-downs, £21.1 million on restructuring and other costs, £9.1 million of financing costs resulting from the refinancing and a £0.9 million gain on sale of property. For additional discussion refer to Note 7 to the condensed financial statements and further detailed explanation of Exceptional items provided within the Financial Review section.
53 Week Adjustments to Reflect 'Underlying' Business
The effect of the 53rd week of trading in 2014 has been included as an adjustment to the underlying results with the revenue adjustments equating to the final week of revenue of £2.9 million, and an estimate made for the final week of production and other operating costs of £1.5 million.
Other Adjustments to Reflect 'Underlying' Business
The detail of the Other adjustments made are as follows:
· In 2014, £1.5 million of other adjustments were made to reflect the underlying business, including £0.8 million of pension plan admin expenses recognised due to the adoption of IAS19R (Note 18); and £0.7 million of share based payments charges.
· In 2013, £1.8 million is included as an adjustment to underlying revenues, and £1.9 million to underlying operating costs.
o Three titles disposed of during 2013, an adjustment for revenues of £0.9 million and associated production costs of £0.3 million have been removed from the underlying results.
o A £0.9 million revenue adjustment was made for the loss of a printing contract with News International in 2013, together with a cost adjustment of £0.3 million. (Refer to the 2013 Annual Report for details on the calculation basis).
o £0.8 million adjustment for pension plan expenses (Note 18); and
o £0.5 million share based payments.
Financial Review (continued)
Performance Review of Continuing Operations
53 weeks ended 3 January 2015 | Statutory |
| Underlying¹ | ||||||
| 2014 | 2013 | change | change |
| 2014 | 2013 | change | change |
| £'m | £'m | £'m | % |
| £'m | £'m | £'m | % |
Advertising revenue |
|
|
|
|
|
|
|
|
|
Print advertising | 138.1 | 150.4 | (12.3) | (8.2%) |
| 136.9 | 149.9 | (13.0) | (8.7%) |
Digital advertising | 29.1 | 24.1 | 5.0 | 20.7% |
| 28.8 | 24.0 | 4.8 | 20.0% |
Total advertising revenue | 167.2 | 174.5 | (7.3) | (4.2%) |
| 165.7 | 173.9 | (8.2) | (4.7%) |
Non-advertising revenue |
|
|
|
|
|
|
|
|
|
Newspaper sales | 79.1 | 82.1 | (3.0) | (3.7%) |
| 77.9 | 81.8 | (3.9) | (4.8%) |
Contract printing³ | 12.8 | 21.2 | (8.4) | (39.6%) |
| 12.6 | 10.3 | 2.3 | 22.3% |
Other | 9.7 | 12.2 | (2.5) | (20.5%) |
| 9.7 | 12.2 | (2.5) | (20.5%) |
Total other revenues | 101.6 | 115.5 | (13.9) | (12.0%) |
| 100.2 | 104.3 | (4.1) | (3.9%) |
Total continuing revenues | 268.8 | 290.0 | (21.2) | (7.3%) |
| 265.9 | 278.2 | (12.3) | (4.4%) |
Operating costs | (258.1) | (535.6) | (277.5) | 51.8% |
| (210.4) | (224.2) | (13.8) | 6.2% |
Operating profit/(loss) | 10.7 | (245.7) | 256.4 | (104.4%) |
| 55.5 | 54.0 | 1.5 | 2.8% |
Operating profit/(loss) margin |
|
|
|
|
| 20.9% | 19.4% |
|
|
¹Underlying results excludes Exceptional items (Note 6) and includes adjustments made to remove the 53week effect, reflect the impact of pension plan admin expenses recognised due to the adoption of IAS19R (Note 18), share-based payments and disposed titles as well as the impact of the termination of the News International printing contracts in 2013.
²Operating costs include depreciation, amortisation and exceptional items.
³Contract print revenues earned in the nine months since disposal of the Irish business to Iconic Newspapers on 1 April 2014 were £0.8 million.
4The % change variance has been calculated based on unrounded numbers.
Financial Review (continued)
Advertising Revenue
Total advertising revenues in 2014 were £167.2 million, a statutory decline of 4.2% from the previous year. The underlying decline was 4.7% after adjusting for the effect of 53 trading weeks in 2014 and disposing of a number of smaller titles in 2013. On an underlying basis, the decline in total advertising revenues was 4.6% in the first half and 4.9% in the second half.
Underlying Print and Digital Advertising Revenue Analysis
| Full year underlying | Digital | |||||||
| 2014£m | 2013£m | %change¹ | 2014£m | 2013£m | %change¹ | 2014£m | 2013£m | %change¹ |
Property | 22.5 | 24.4 | (7.8%) | 21.2 | 23.5 | (10.0%) | 1.3 | 0.9 | 52.0% |
Employment | 20.5 | 19.8 | 3.4% | 12.0 | 12.3 | (2.0%) | 8.5 | 7.5 | 12.3% |
Motors | 14.5 | 14.5 | (0.1%) | 12.8 | 13.6 | (5.8%) | 1.7 | 0.9 | 88.2% |
Other | 40.4 | 42.3 | (4.6%) | 33.1 | 36.0 | (8.1%) | 7.3 | 6.3 | 15.4% |
Display | 67.8 | 72.9 | (7.0%) | 57.8 | 64.5 | (10.4%) | 10.0 | 8.4 | 18.8% |
Total underlying revenue | 165.7 | 173.9 | (4.7%) | 136.9 | 149.9 | (8.7%) | 28.8 | 24.0 | 20.0% |
¹The % change variance has been calculated based on unrounded numbers.
Property
2014 remained a difficult year for our property category. Property prices grew in most of the regions in which we operate, however the market remained challenging for Estate Agents, our core advertising base, with volumes and sales commissions not matching the pace of price rises. The property category decline was 7.8% year-on-year in 2014, with January to June declines of 8.1%, reducing to a decline of 7.4% in the second half of the year. Digital advertising grew 52.0%, albeit from a low base.
Employment
In our employment category the 'revenue tipping point' was reached, as digital revenue growth of 12.3% year-on-year outweighed the print revenue declines of 2.0% to achieve an overall growth of 3.4% in this category. This was driven by further investment in sector specific recruitment products, such as the 'Accountancy List'. Our employment category was our strongest performing category over the year and generated £20.5 million in 2014. While the Employment market remains strong, our improving performance in this category and changing mix from print to digital is expected to continue into 2015.
Motors
Overall the motors category generated £14.5 million of revenue in 2014, broadly flat on prior year. In the second half of the year motors achieved a tipping point, off the back of a first half year decline of 1.8%. The print category declined 5.8% with digital growing by 88.2%.
Other
The 'Other' category includes Entertainment, Public Notices, Birth, Marriages and Deaths (BMD's) and Other Classified, DealMonster and other digital income. This combined category generated £40.4 million in revenue, an annual decline of 4.6%, with print declining 8.1% and digital growing by 15.4%.
Display
Display advertising remains our core advertising category and helps to build brand awareness for our local and national advertisers. Overall display advertising generated £67.8 million in 2014, an annual decline of 7.0%, following softening national retail advertising in the lead up to Christmas.
Financial Review (continued)
Underlying Print and Digital Advertising Half-Yearly Revenue Analysis
| Full year underlying | First half | Second half | ||||||
| 2014 52 week period£m | 2013 52 week period£m | %change¹ | 2014 26 week period £m | 2013 26 week period £m | %change¹ | 2014 26 week period£m | 2013 26 week period£m | %change¹ |
Property | 22.5 | 24.4 | (7.8%) | 12.2 | 13.2 | (8.1%) | 10.3 | 11.2 | (7.4%) |
Employment | 20.5 | 19.8 | 3.4% | 10.8 | 10.4 | 4.4% | 9.7 | 9.4 | 2.4% |
Motors | 14.5 | 14.5 | (0.1%) | 7.3 | 7.4 | (1.8%) | 7.2 | 7.1 | 0.3% |
Other | 40.4 | 42.3 | (4.6%) | 20.6 | 21.8 | (5.8%) | 19.8 | 20.5 | (3.3%) |
Display | 67.8 | 72.9 | (7.0%) | 34.0 | 36.2 | (5.8%) | 33.8 | 36.7 | (8.2%) |
Total | 165.7 | 173.9 | (4.7%) | 84.9 | 89.0 | (4.6%) | 80.8 | 84.9 | (4.9%) |
¹The % change variance has been calculated on unrounded numbers.
Audience Growth
Our aggregate audiences have continued to grow year-on-year, our average monthly audience for the year was 27.3 million up from 24.5 million in 2013, a growth of 11.4%. A key driver for this growth was our digital audience which grew by 35.8% from an average in 2013 of 12.3 million to an average of 16.7 million in 2014. Refer to the Market trends section for further details.
Non-Advertising Revenue
Newspaper sales generated statutory revenues of £79.1 million in the year against £82.1 million in 2013, a decline of 3.7%. The underlying decline was 4.8% after taking account of the 53 week effect and adjusting for three disposed titles in 2013.
Statutory contract printing revenue was down 39.6% year-on-year almost exclusively a result of the termination of the News International contract in 2013. On an underlying basis revenues improved by 22.3% as a result of the full year effect of new print contract wins, and the Iconic contract following the disposal of the Irish titles
Operating Costs
Statutory operating costs, excluding exceptional items, were reduced to £213.4 million from £226.1 million in 2013, a £12.7 million year-on-year reduction.
On an underlying basis, after adjusting for week 53 and other adjustments (closure of titles, stripping out the costs associated with the termination of the News International print contract, share-based payments and pension plan expenses), operating costs decreased by £13.8 million to £210.4 million (2013: £23.6 million year-on-year cost saving). This cost saving was achieved after continued investment in the digital business.
| Statutory | Underlying | ||||||
| 2014£m | 2013£m | £m | %change | 2014£m | 2013£m | £m | %change |
Operating expenses | (213.4) | (226.1) | (12.7) | 5.6% | (210.4) | (224.2) | (13.8) | 6.2% |
Exceptional operating expenses | (44.7) | (309.5) | (264.8) | 85.6% | - | - | - | - |
Total Operating costs | (258.1) | (535.6) | (277.5) | 51.8% | (210.4) | (224.2) | (13.8) | 6.2% |
¹Refer to the Exceptional items section on for further details on these items.
Financial Review (continued)
Operating Profit
In 2014 the Group posted its first statutory operating profit since 2012, reporting a statutory operating profit of £10.7 million, a £256.3 million improvement on 2013. Underlying operating profit grew by 2.8% year-on-year, to £55.5 million from £54.0 million. We have benefited from a reduction in depreciation. The depreciation cycle has reached its low point in 2014, and will rise in 2015 off the back of digital investment in 2013 and onwards.
Despite underlying profit growth, the trading environment in 2014 remained challenging. Total underlying Group revenues were down £12.3 million to £265.9 million, a decline of 4.4%. The revenue declines were mitigated by cost reductions, with underlying operating costs reducing from £224.2 million to £210.4 million, a year-on-year underlying reduction of 6.2%. Our gross margin remains strong and grew from 19.4% to 20.9% on an underlying basis for the year.
Exceptional Items
In addition to the trading results discussed above, a number of items have been identified as exceptional either due to the size or nature of the item. Total exceptional operating expenses from continuing operations were £44.7 million (2013: £309.5 million). Refer to Note 7 - Exceptional Items and Note 10 - Finance costs for further information on the exceptional items. The exceptional items comprise:
· £24.5 million of impairments and write-downs on publishing titles, property and assets held for sale was recorded in 2014 (2013: £270.8 million).
· £10.9 million on restructuring and other costs designed to reduce staff costs and enable operating efficiencies (2013: £32.0 million).
· £4.6 million for one-off retention and incentivisation plans for senior managers, one-off strategic performance bonus for Executive Directors and the Value Creation Plan for the Executive Directors (2013: £nil).
· £3.3 million net charge on pension related expenses including the PPF levy of £2.0 million (2013: £6.3 million).
· £2.3 million on professional fees and aborted and other disposal costs (2013: £0.5 million).
· A £0.9 million gain was recorded on the sale of press equipment and two significant property sales (2013: £0.2 million).
Exceptional financing costs totalling £9.1 million have been recognised in 2014, relating to the refinancing of the Group. The exceptional financing costs, which were largely reported at the half-year, comprise:
· £7.1 million of term debt issue costs representing the remaining term debt issue costs after amortisation at the date of repayment; and
· £11.1 million of refinancing fees relates to legal and professional fees associated with the recent refinancing that were attributable to the equity and bond issue, the new revolving credit facility, the repayment of former lending banks and noteholders and the new pension framework agreement; less
· £9.2 million interest accrual release, which includes the release of the Payment-In-Kind (PIK) accrual of £25.7 million less £6.4 million PIK payment and £10.1 million'Make-Whole'interest paid due to early debt repayment to Noteholders.
Exceptional revenue of £10.0 million was recognised in 2013, in relation to the termination of the News International contract. There is no exceptional revenue reported in 2014.
All exceptional items involved cash outflows for the Group in 2014 other than the £24.5 million of write-downs on publishing titles, property, plant and equipment and assets held for sale and the £2.0 million gain on debt extinguishment included within the £9.1m of exceptional finance costs. Further details are included in the cash flow statement and notes and in Note 6 to the financial statements.
Financial Review (continued)
Finance Income and Costs
Net finance costs for the 53 week period ended 3 January 2015 were £34.6 million (including exceptional finance costs), a decrease of £11.2 million or 24.4% year-on-year, primarily due to the refinancing of the Group. The reduction in finance costs can be attributed to a £8.6 million reduction in loan interest charges, with interest costs reducing from £39.8 million in 2013 to £31.2 million in 2014, £8.3 million of one-off refinancing costs incurred, a £5.0 million fair value mark-to-market gain on borrowings and a £5.7 million decrease in other finance costs including pension finance costs. Note the mark to market reflects movements in the bond price relative to par.
Refer to Note 16 - Borrowings for further information.
Net financing costs | H1 2014£m | H2 2014£m | Full year 2014£m |
Full year 2013£m |
Interest on bond | (2.3) | (10.0) | (12.3) | - |
Interest on bank overdrafts and loans (PIK)¹ | (16.9) | 0.4 | (16.5) | (35.6) |
Amortisation of term debt issue costs / RCF | (2.3) | (0.1) | (2.4) | (4.2) |
Total operating finance costs | (21.5) | (9.7) | (31.2) | (39.8) |
Total exceptional finance costs³ | (9.1) | - | (9.1) | (0.7) |
Total finance costs³ | (30.5) | (9.7) | (40.2) | (40.5) |
|
|
|
|
|
Net finance expense on pension liabilities/assets² | (1.8) | (1.6) | (3.4) | (5.5) |
Fair value (loss)/ gain on bond | (0.6) | 5.6 | 5.0 | - |
Fair value (loss) / gain on hedges and retranslation of foreign debt | 1.7 | 0.1 | 1.8 | (0.2) |
Total IFRS and other finance costs | (0.7) | 4.1 | 3.4 | (5.7) |
|
|
|
|
|
Investment income | - | 2.2 | 2.2 | 0.4 |
|
|
|
|
|
Total net financing costs | (31.2) | (3.4) | (34.6) | (45.8) |
Loss Before Tax
The Group's loss before tax from continuing operations was £23.9 million (2013: £291.4 million). The significant difference between 2014 and 2013 was the exceptional expense recognised in 2013 of £300.2 million (2013: £300.5 million reported exceptional items has been restated for discontinued operations and the adoption of IAS19R and restatement of pension accruals).
Tax Rate
The statutory tax credit of £8.6 million (2013: £75.7 million tax credit) comprises a current tax credit of £0.7 million (2013: £0.7 million charge) and a deferred tax credit of £7.9 million (2013: £76.4 million tax credit).
The tax credit of £8.6 million for the period was primarily attributable to the recognition of the tax benefit arising on the impairment write down on intangible publishing title assets of £6.0 million and the release of a tax provision of £0.6 million.
Financial Review (continued)
The Group's effective tax rate was 35.9% for the 2014 financial year and 26.0% for its 2013 financial year. The 21.5% basic tax rate applied for the 2014 period was a blended rate due to the tax rate of 23.0% in effect for the first quarter of 2014, changing to 21.0% from 1 April 2014 under the section 6 of the Finance Act 2013. Refer to Note 11 in the financial statements for further detail.
Earnings Per Share and Dividends
Basic loss per share from continuing operations was 0.44p, compared with a loss per share of 90.79p in 2013.
The rights issue and subsequent share consolidation distorts the EPS metrics. For information, underlying and proforma calculations are presented below:
Continuing operations |
| Underlying | Proforma | ||||
|
| Basic EPS | Basic EPS | Fully diluted EPS | |||
|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 |
|
|
|
|
|
|
|
|
Earnings (£m) |
| 26.9 | 13.0 | 26.9 | 13.0 | 26.9 | 13.0 |
Number of ordinary shares (m)1 |
| 3,520.0¹ | 237.8¹ | 105.4 | 105.4 | 120.7 | 120.7 |
EPS (pence) |
| 0.76 | 5.46 | 25.57 | 12.38 | 22.33 | 10.81 |
¹Weighted average number of shares. |
|
|
|
|
|
|
|
Proforma underlying earnings equate to net profit of £27.1 million (28 December 2013: £13.2 million) less preference share dividends of £0.15 million (2013: £0.15 million).
Proforma fully diluted EPS has been calculated based on the closing number of shares in issue of 105.9 million (refer to Note 19) and deducting the number of shares held by the Company's Employee Benefit Trust of 0.5 million. Proforma fully diluted EPS assumes the maximum potential dilutive impact and the maximum number of shares the Group could be called upon to issue to satisfy the full vesting of VCP and employee share and deferred bonus schemes.
Financing
The Company announced on 23 June 2014 that it had successfully completed its Capital Refinancing Plan (announced on 9 May 2014). Gross proceeds of £140.0 million were received by the Company in connection with the Placing and the Rights Issue, and further to the announcement made by the Company on 14 May 2014, gross proceeds of £220.5 million were received from the offering of £225.0 million 8.625% senior secured notes due 2019. The notes were issued at a discount of £4.5 million.
All amounts previously outstanding were repaid and or cancelled in full and, as at 23 June 2014 the Company paid in total £332.9 million including the residual balance of PIK interest and Make-Whole, and the interest accrued to 23 June 2014 amounting to £5 million.
In addition, under the Capital Refinancing Plan the Company entered into a four year and six months (expiring 23 December 2018) £25 million New Revolving Credit Facility which currently remains undrawn.
Professional and legal fees associated with the refinancing have been incurred, totalling £21.1 million. The fees relate to £9.2 million of equity related costs (refer to Note 28 - Share premium), £7.1 million of bond issuance costs written off, £4.0 million relating to legal and professional fees attributable to the bond issue, the repayment of lending banks and noteholders and the new pension framework agreement. The £0.8 million fee for the revolving credit facility has been capitalised. Refer to Note 10b - Finance costs for a breakdown of the items charged to Exceptional finance costs, (refer to Note 7 - Exceptional items.
Cashflow and Net Debt
Net cashflow generated from operating activities was £7.8 million (2013: £51.7 million), including £6.3 million of annual pension contributions,£8.2 million of one-off pension contributions, £10.6 million of redundancy costs and payables of £9.7 million. The Group also received £10.0 million from News International for the termination of the print contract in 2013. After adjusting for these one-off items, the Group generated cashflows from operations of £30.6 million (2013: £34.7 million). Refer to Note 21 for further details. The Group maintains tight control over capital expenditure with £8.7 million spent (refer to Capital expenditure section below for further details), while proceeds received from the disposal of surplus assets (primarily property sales, surplus press equipment) were £8.0 million. The net cash consideration from the sale of the Irish business was £5.9 million.
Cash generated through the issuance of bonds and capital injection from the placing and rights issue totalled £360.5 million. This was used to repay bank borrowings and loan notes totalling £326.5 million. Cash interest payments of £27.0 million were made, £21.1 million paid on refinancing fees (refer to Note 10 b), and a further £1.9 million to the Johnston Press defined benefit pension trust as part of the refinancing (included within the total pension funding contributions within Note 21).
Financial Review (continued)
Cashflow and Net Debt (continued)
Following the refinancing, our interest charges on gross debt are 8.625% (2013: 11.7%, average interest rate). The Group's net debt position has improved significantly compared to previous periods with fair value net debt of £184.6 million at 3 January 2015 (2013: £302.0 million), a reduction of £117.4 million from the prior year. Excluding the mark-to-market on the bond and day one discount, totalling £9.6 million, the Group's net debt was £194.2 million at 3 January 2015 (2013: £304.4 million).
Discontinued Operations
As disclosed at the half year, on 1 April 2014 the Group announced and completed the disposal of the Republic of Ireland titles to Iconic Newspapers, for cash consideration of £7.1 million (proceeds net of disposal costs was £5.9 million). The assets had been written down at 28 December 2013 in anticipation of the disposal and no further profit or loss has been recorded in the current period for the disposal. Refer Note 14 for further details.
In accordance with IFRS 5 'Non-Current Assets Held for Sale and Discontinued Operations', the results and cash flows of this 'disposal group' are reported separately from the performance of continuing operations at each reporting date and comparatives have been restated.
The net profit from discontinued operations for the period ended 3 January 2015 was £0.2 million, including results from trading £0.1 million and net income of £0.1 million arising under the transitional services agreement (TSA). As part of the disposal, a TSA was agreed between the Group and Iconic Newspapers. The TSA provides for the provision of services such as pre-press, human resources, payroll, collections and information technology for varying periods of time.
Refer Note 12 in the financial statements for further information.
Net Asset Position
At the period end, the Group had net assets of £199.9 million, an increase of £99.6 million on the prior year. The movement in the net asset position from the prior year includes: £108.0 million reduction in borrowings following the Group restructuring; £22.9 million reduction in trade and other payables largely due to a reduction in restructuring provisions held at the end of 2013. These were partially offset by a £11.7 million increase in the deficit on the defined benefit plan as the actual return on assets was lower than expected and a £27.0 million reduction in publishing title intangible assets following the sale of the Irish publishing titles and the further impairment of publishing titles by £21.6 million, offset by the deferred tax liability which has reduced by £12.0 million due to intangible asset write-downs and pension deficit increase.
Pensions
At 3 January 2015, the Group's defined benefit pension scheme had a deficit of £90.0 million (including IFRIC 14) as measured under IAS19 Employee Benefits (Revised). This compares to a scheme deficit of £78.3 million as at 28 December 2013. The increase of £11.7 million in the scheme deficit is due principally to a fall in the net discount rate applied to the scheme liabilities and the recognition of an additional liability of £3.0 million as required under IFRIC 14 (refer to Note 18 'Retirement Benefit Obligation' for further details).
The trustees of the Johnston Press defined benefit pension scheme and the Group concluded the pension scheme's triennial valuation on 31 December 2012 and agreed a schedule of cash contributions of £6.3 million in 2014, £6.5 million in 2015 and £10.0 million in 2016 increasing by 3% per annum with a final payment of £12.7 million in 2024. Refer to Note 18 'Retirement Benefit Obligation' for further details.
IAS19 Employee Benefits (Revised) was adopted for the period ended 3 January 2015 with comparatives restated. The amendments to IAS19R have impacted the presentation of pensions related gains and losses in the income statement and statement of comprehensive income. For the restated period ended 28 December 2013, using the same discount rate for assets and liabilities as required by IAS19R reduced the level of pension income that was recognised in the income statement leading to a higher net expense of £3.9 million.
The Group is also subject to the Pension Protection Fund Levy (PPF). The levy is charged annually and runs from 1 April to 31 March. The amount payable for 2014/2015 is £3.2 million. The Group has entered into a flexible apportionment arrangement with the agreement of the Plan Trustees which will result in a decrease in the 2015/2016 PPF levy charge. The Group expects to see the full benefit of reduced levy charges in 2016/2017, when the increased pension contributions commence.
In 2015, the first £2.5 million of any levy reduction is paid to the deficit plan. The contribution levels agreed as part of refinancing potentially give rise to an IFRIC 14 fund surplus as contributions agreed are greater than the level of the deficit recorded. In practical terms the Group believes a degree of flexibility exists in negotiating with the pension trustees to reset contribution levels in the medium term to reflect changes in the funding position. Legal opinion has been obtained indicating no unconditional right to the repayment of the surplus under the rules however the Trustees have discretion and 'may' repay any surplus in certain circumstances. As at 3 January 2015, the Group was liable to an IFRIC 14 liability of £90.0 million which led to the additional £3.0 million liability recognition.
Financial Review (continued)
Pensions (continued)
Since June 2014 the Plan has been invested in leveraged LDI funds which have provided protection against around 40% of the interest rate risk associated with the Plan's liabilities. This has reduced the Plan's exposure to declines in interest rates over the period invested.
Capital Expenditure
In the financial periods ended 3 January 2015 and 28 December 2013, the Group incurred capital expenditure of £8.7 million and £7.3 million respectively. Of this, £5.2 million was spent on infrastructure including leasehold improvements of £1.9 million (2013 infrastructure spend: £4.3 million) and £3.5 million on developing the digital platforms (2013: £3.0 million).
Financial Reporting
The IFRS standard changes applicable in 2015 are not expected to have a material impact on the financial statements of the Group in future periods. Additional details on changes in the standards are included in Note 2 to the financial statements.
Factors Affecting Future Group Performance
The performance of the Group will continue to be affected by the economic conditions in our markets, cyclical conditions, structural and business specific circumstances and trends in employment, property transactions, new car sales and the levels of consumer confidence.
However, the outlook for the Group will also depend on a number of other factors, including:
· growing new revenues (particularly digital) in the Group's existing market segments;
· ability to adapt to customer requirements through new sales propositions and advertising channels;
· continually improving existing efficient operations through technology infrastructure and improved processes; and
· further re-engineering of the cost base of the business.
Liquidity and Going Concern
Following the placing and rights issue, the Group now has gross debt of £225.0 million. Cash on balance sheet at 3 January 2015 was £30.8 million, and the Group has access to a £25.0 million revolving credit facility (RCF) which remains undrawn. The bond (Senior Secured notes) has a five-year maturity due 2019, and the Group's RCF matures on 23 December 2018.
The Group's policy is to ensure it has committed funding in place sufficient to meet foreseeable peak borrowing requirements.
Based on its review, and after considering reasonably possible downside sensitivities, the Board is of the opinion that the Group has adequate financial resources to meet operational needs for the foreseeable future, and have concluded that it is appropriate to prepare the financial statements on a going concern basis.
Directors' Responsibility Statement
We confirm to the best of our knowledge:
The responsibility statement below has been prepared in connection with the Company's full annual report for the year ending
3 January 2015. Certain parts thereof are not included within this announcement.
1. The Consolidated Financial Statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
2. The Chairman's Statement, Chief Executive's Report, Operational Review and Financial Review, include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
This responsibility statement was approved by the board of directors on 25 March 2015 and is signed on its behalf by:
Ashley Highfield Chief Executive Officer 25 March 2015 | David King Chief Financial Officer 25 March 2015 |
Group Income Statement
For the 53 week periodended 3 January 2015
|
| 53 weeks to 3 January 2015 | Restated1,2 52 weeks to 28 December 2013 | ||||
| Notes | Before exceptional items £'000 | Exceptional items3 £'000 | Total £'000 | Before exceptional items £'000 |
Exceptional items3 £'000 | Total £'000 |
Continuing operations |
|
|
|
|
|
|
|
Revenue | 6 | 268,823 | - | 268,823 | 279,978 | 10,000 | 289,978 |
Cost of sales |
| (151,759) | - | (151,759) | (164,134) | - | (164,134) |
Gross profit |
| 117,064 | - | 117,064 | 115,844 | 10,000 | 125,844 |
|
|
|
|
|
|
|
|
Operating expenses | 6 | (61,612) | (20,204) | (81,816) | (62,025) | (38,704) | (100,729) |
Impairment and write downs | 6 | - | (24,535) | (24,535) | - | (270,793) | (270,793) |
Total operating expenses |
| (61,612) | (44,739) | (106,351) | (62,025) | (309,497) | (371,522) |
Operating profit/(loss) | 8 | 55,452 | (44,739) | 10,713 | 53,819 | (299,497) | (245,678) |
|
|
|
|
|
|
|
|
Financing |
|
|
|
|
|
|
|
Investment income | 9 | 2,209 | - | 2,209 | 393 | - | 393 |
Net finance expense on pension liabilities/assets1 | 10a | (3,330) |
- | (3,330) | (5,446) | - | (5,446) |
Change in fair value of borrowings | 10b | 5,063 | - | 5,063 | - | - | - |
Change in fair value of hedges | 10b | (1,267) | - | (1,267) | (1,691) | - | (1,691) |
Retranslation of USD debt | 10b | 2,398 | - | 2,398 | 1,749 | - | 1,749 |
Retranslation of Euro debt | 10b | 531 | - | 531 | (235) | - | (235) |
Finance costs | 10c | (31,187) | (9,046) | (40,233) | (39,808) | (724) | (40,532) |
Total net financing costs |
| (25,583) | (9,046) | (34,629) | (45,038) | (724) | (45,762) |
|
|
|
|
|
|
|
|
Share of results of associates |
| - | - | - | 2 | - | 2 |
Profit/(loss) before tax |
| 29,869 | (53,785) | (23,916) | 8,783 | (300,221) | (291,438) |
|
|
|
|
|
|
|
|
Tax | 11 | (2,847) | 11,427 | 8,580 | 4,359 | 71,367 | 75,726 |
Profit/(loss) from continuing operations |
| 27,022 | (42,358) | (15,336) | 13,142 | (228,854) | (215,712) |
Net profit/(loss) from discontinued operations2 |
| 203 | 33 | 236 | 1,113 | (999) | 114 |
Consolidated profit/(loss) for the period |
| 27,225 | (42,325) | (15,100) | 14,255 | (229,853) |
(215,598)
|
1.The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related
gains and losses. Refer to Accounting policies section and Note 18 for further details.
2.Comparative income statement information has been restated to show the Republic of Ireland business as a discontinued operation due to its
disposal on 1 April 2014.
3.Items which are deemed to be exceptional by virtue of their nature or size. Refer to Note 7 for further details.
The accompanying notes are an integral part of these financial statements. The comparative period is for the 52 week period ended 28 December 2013.
Group Income Statement
For the 53 week periodended 3 January 2015(continued)
|
| 53 weeks to 3 January 2015 | Restated1,2 52 weeks to 28 December 2013 | ||||
| Notes | Before exceptional items |
Exceptional items |
Total | Before exceptional items |
Exceptional items |
Total |
From continuing and discontinued operations |
|
|
|
|
|
|
|
Earnings per share (p) |
|
|
|
|
|
|
|
Earnings (£m) | 14 | 27.1 | (42.3) | (15.2) | 14.1 | (229.9) | (215.8) |
Weighted average number of shares (m) | 14 |
3,520.0 |
3,520.0 |
3,520.0 |
237.8 |
237.8 |
237.8 |
Basic |
| 0.77 | (1.20) | (0.43) | 5.93 | (96.67) | (90.74) |
Diluted |
| 0.77 | (1.20) | (0.43) | 5.93 | (96.67) | (90.74) |
|
|
|
|
|
|
|
|
From continuing operations |
|
|
|
|
|
|
|
Earnings per share (p) |
|
|
|
|
|
|
|
Earnings (£m) | 14 | 26.9 | (42.4) | (15.5) | 13.0 | (228.9) | (215.9) |
Weighted average number of shares (m) | 14 |
3,520.0 |
3,520.0 |
3,520.0 |
237.8 |
237.8 |
237.8 |
Basic5 |
| 0.76 | (1.20) | (0.44) | 5.46 | (96.25) | (90.79) |
Diluted5 |
| 0.76 | (1.20) | (0.44) | 5.46 | (96.25) | (90.79) |
|
|
|
|
|
|
|
|
1.The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related
gains and losses. Refer to the Accounting policies section and Note 18 for further details.
2. Comparatives restated to show additional bonus and rights issues totalling 4,603,565,483 following the Group's announcement on 23 June
2014 of the Capital Refinancing Plan and shortly thereafter a share consolidation of every 50 ordinary shares into one new ordinary share.
Refer to Note 19 and the Financial Review section for further details.
Group Statement ofComprehensive Income
For the 53 week periodended 3 January 2015
| Revaluation reserve £'000 | Translation reserve £'000 | Retained earnings £'000 | Total £'000 |
Loss for the period | - | - | (15,100) | (15,100) |
|
|
|
|
|
Other items of comprehensive loss Items that will not be reclassified subsequently to profit or loss |
|
|
|
|
Actuarial loss on defined benefit pension schemes (net of tax)2 | - | - | (17,591) | (17,591) |
Total items that will not be reclassified subsequently to profit or loss | - | - | (17,591) | (17,591) |
Items that may be reclassified subsequently to profit or loss |
|
|
|
|
Revaluation adjustment | (4) | - | 4 | - |
Exchange differences on translation of foreign operations | - | (21) | - | (21) |
Deferred tax on exchange differences | - | 7 | - | 7 |
Total items that may be reclassified subsequently to profit or loss |
(4) |
(14) |
4 |
(14) |
Total other comprehensive loss for the period | (4) | (14) | (17,587) | (17,605) |
Total comprehensive loss for the period | (4) | (14) | (32,687) | (32,705) |
For the 52 week period ended 28 December 2013 |
|
|
|
|
| Revaluation reserve £'000 | Translation reserve £'000 | Restated1,2 Retained earnings £'000 | Total £'000 |
Loss for the period | - | - | (215,598) | (215,598) |
|
|
|
|
|
Other items of comprehensive (loss)/income Items that will not be reclassified subsequently to profit or loss |
|
|
|
|
Actuarial gain on defined benefit pension schemes (net of tax) 1,2 | - | - | 37,039 | 37,039 |
Total items that will not be reclassified subsequently to profit or loss | - | - | 37,039 | 37,039 |
Items that may be reclassified subsequently to profit or loss |
|
|
|
|
Revaluation adjustment | (46) | - | 46 | - |
Exchange differences on translation of foreign operations | - | 500 | - | 500 |
Deferred tax on exchange differences | - | (188) | - | (188) |
Total items that may be reclassified subsequently to profit or loss |
(46) |
312 |
46 |
312 |
Total other comprehensive (loss)/income for the period | (46) | 312 | 37,085 | 37,351 |
Total comprehensive (loss)/income for the period | (46) | 312 | (178,513) | (178,247) |
1. The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section and Note 18 for further details. 2 Relates to actuarial loss of £17,560,000 (28 December 2013 restated: gain of £37,129,000) for the Johnston Press Pension Plan (refer Note 18), and a net actuarial loss of £31,000 (28 December 2013: £90,000) (refer Note 26) for two other pension related liabilities; the obligations for which are shown in accruals. The 2013 results have been restated for an incorrect over accrual relating to the Johnston Press Pension Plan. Refer to Note 18 for further details.
|
Group Statement ofChanges in Equity
For the 53 week periodended 3 January 2015
| Share capital £'000 | Share premium £'000 | Share-based payments reserve £'000 | Revaluation reserve £'000 | Own shares £'000 | Translation reserve £'000 | Retained earnings £'000 | Total £'000 |
29 December 2013 as previously reported | 69,541 | 502,829 | 13,576 | 1,737 | (5,312) | 9,579 | (494,867) | 97,083 |
Effect of accruals reversal - PPF and Section 75 (Note 18) | - | - | - | - | - | - | 4,176 | 4,176 |
Deferred tax impact on accruals reversal (Note 18) | - | - | - | - | - | - | (835) | (835) |
29 December 2013 as restated | 69,541 | 502,829 | 13,576 | 1,737 | (5,312) | 9,579 | (491,526) | 100,424 |
Total comprehensive loss for the period | - | - | - | (4) | - | (14) | (32,687) | (32,705) |
Recognised directly in equity: |
|
|
|
|
|
|
|
|
Preference share dividends accrued (Note 13) | - | - | - | - | - | - | (152) | (152) |
Share-based payments charge | - | - | 907 | - | - | - | - | 907 |
Deferred tax on share-based payment transactions | - | - | (25) | - | - | - | - | (25) |
Share capital issued (Note 19) | 46,630 | - | - | - | - | - | - | 46,630 |
Share premium arising (Note 20) | - | 84,873 | - | - | - | - | - | 84,873 |
Performance share plan exercised | - | - | (77) | - | 77 | - | - | - |
Company share option plan exercised | - | - | - | - | 29 | - | - | 29 |
Release on exercise of warrants | - | - | (601) | - | - | - | 601 | - |
Net changes directly in equity | 46,630 | 84,873 | 204 | - | 106 | - | 449 | 132,262 |
Total movements | 46,630 | 84,873 | 204 | (4) | 106 | (14) | (32,238) | 99,557 |
Equity at the end of the period | 116,171 | 587,702 | 13,780 | 1,733 | (5,206) | 9,565 | (523,764) | 199,981 |
|
|
|
|
|
|
|
|
|
For the 52 week period ended 28 December 2013 |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Opening balances | 65,081 | 502,818 | 18,959 | 1,783 | (5,589) | 9,267 | (318,402) | 273,917 |
Total comprehensive loss for the period (restated) | - | - | - | (46) | - | 312 | (178,513) | (178,247) |
Recognised directly in equity: |
|
|
|
|
|
|
|
|
Preference share dividends paid (Note 13) | - | - | - | - | - | - | (152) | (152) |
Share-based payments charge | - | - | 512 | - | - | - | - | 512 |
Deferred tax on share-based payment transactions | - | - | 20 | - | - | - | - | 20 |
Share capital issued (Note 19) | 4,460 | 11 | - | - | - | - | - | 4,471 |
Release on exercise of warrants | - | - | (5,541) | - | - | - | 5,541 | - |
Release of deferred bonus shares | - | - | (374) | - | 374 | - | - | - |
Own shares purchased | - | - | - | - | (97) | - | - | (97) |
Net changes directly in equity | 4,460 | 11 | (5,383) | - | 277 | - | 5,389 | 4,754 |
Total movements | 4,460 | 11 | (5,383) | (46) | 277 | 312 | (173,124) | (173,493) |
Equity at the end of the period | 69,541 | 502,829 | 13,576 | 1,737 | (5,312) | 9,579 | (491,526) | 100,424 |
The accompanying notes are an integral part of these financial statements.
Group Statement ofFinancial Position
At 3 January 2015
| Notes | 3 January 2015 £'000 | Restated1 28 December 2013 £'000 |
Non-current assets |
|
|
|
Intangible assets |
| 514,324 | 541,360 |
Property, plant and equipment |
| 53,334 | 54,181 |
Available for sale investments |
| 970 | 970 |
Interests in associates |
| 22 | 22 |
Trade and other receivables |
| 2 | 6 |
|
| 568,652 | 596,539 |
Current assets |
|
|
|
Assets classified as held for sale |
| 1,301 | 6,625 |
Inventories |
| 2,543 | 2,545 |
Trade and other receivables |
| 37,677 | 36,718 |
Cash and cash equivalents |
| 30,817 | 29,075 |
Derivative financial instruments | 17 | - | 1,108 |
|
| 72,338 | 76,071 |
Total assets | 6 | 640,990 | 672,610 |
Current liabilities |
|
|
|
Trade and other payables1 |
| 46,908 | 69,837 |
Current tax liabilities |
| 1,032 | 752 |
Retirement benefit obligation1 | 18 | 6,489 | 5,700 |
Borrowings | 16 | - | 8,553 |
Short-term provisions |
| 2,087 | 1,796 |
|
| 56,516 | 86,638 |
Non-current liabilities |
|
|
|
Borrowings | 16 | 215,437 | 314,863 |
Retirement benefit obligation1 | 18 | 83,512 | 72,634 |
Deferred tax liabilities |
| 81,352 | 93,611 |
Trade and other payables |
| 2 | 136 |
Long-term provisions |
| 4,190 | 4,304 |
|
| 384,493 | 485,548 |
Total liabilities |
| 441,009 | 572,186 |
Net assets |
| 199,981 | 100,424 |
Equity |
|
|
|
Share capital | 19 | 116,171 | 69,541 |
Share premium account | 20 | 587,702 | 502,829 |
Share-based payments reserve |
| 13,780 | 13,576 |
Revaluation reserve |
| 1,733 | 1,737 |
Own shares |
| (5,206) | (5,312) |
Translation reserve |
| 9,565 | 9,579 |
Retained earnings1 |
| (523,764) | (491,526) |
Total equity |
| 199,981 | 100,424 |
1.The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related
balances. Refer to the Accounting policies section and Note 18 for further details.
The financial statements of Johnston Press plc, registered in Scotland (number 15382), were approved by the Board of Directors and authorised for issue on 25 March 2015.
They were signed on its behalf by:
Ashley Highfield Chief Executive Officer | David King Chief Financial Officer |
The accompanying notes are an integral part of these financial statements.
Group Cash Flow Statement
For the 52 week periodended 3 January 2015
| Notes | 53 weeks to 3 January 2015 £'000 | 52 weeks to 28 December 2013 £'000 |
Cash flow from operating activities |
|
|
|
Cash generated from operations1 | 21 | 6,318 | 54,145 |
Income tax received/(paid) |
| 918 | (2,800) |
Cash generated from discontinued operations |
| 571 | 392 |
Net cash inflow from operating activities |
| 7,807 | 51,737 |
Investing activities |
|
|
|
Interest received |
| 49 | 16 |
Dividends received |
| 2,160 | 377 |
Proceeds on disposal of publishing titles |
| - | 1,965 |
Proceeds on disposal of property, plant and equipment |
| 484 | 1,020 |
Proceeds on disposal of assets held for sale |
| 7,612 | 2,677 |
Expenditure on digital intangible assets | 15 | (1,513) | (3,033) |
Purchases of property, plant and equipment |
| (7,149) | (4,320) |
Disposal proceeds and investing activities of discontinued operations | 12 | 5,882 | 1 |
Net cash provided by/(used in) investing activities |
| 7,525 | (1,297) |
Financing activities |
|
|
|
Issuance of bonds | 16 | 220,500 | - |
Placing and Rights Issue | 19,20 | 140,022 | - |
Share exercises - option schemes, warrants2 | 19,20 | 662 | 4,471 |
Dividends paid | 13 | - | (152) |
Interest paid |
| (27,008) | (24,803) |
Repayment of bank borrowings |
| (204,738) | (26,586) |
Repayment of loan notes |
| (121,798) | (6,473) |
Refinancing fees (equity and debt issuance costs) |
| (21,100) | (514) |
Purchase of foreign currency options |
| (159) | - |
Cash movement relating to own shares held |
| 29 | (97) |
Net cash used in financing activities |
| (13,590) | (54,154) |
Net increase/(decrease) in cash and cash equivalents |
| 1,742 | (3,714) |
Cash and cash equivalents at the beginning of period |
| 29,075 | 32,789 |
Cash and cash equivalents at the end of the period |
| 30,817 | 29,075 |
1Includes exceptional cash receipts of £nil milllion (28 December 2013: £10.0 million) due to the termination of the News International printing
contract in 2013.
2Share option and share warrant exercises generated a net cash inflow of £658,000. Issue of share capital generated £594,000 and issue of
share premium generated £64,000. Also includes proceeds from fractional shares of £4,000 (refer Note 20 for further details).
The comparative period is for the 52 week period ended 28 December 2013.
The accompanying notes are an integral part of these financial statements.
Notes to the Condensed ConsolidatedFinancial Statements
For the 53 week periodended 3 January 2015
1. General information
The financial information in the Preliminary Results Announcement is derived from but does not represent the full statutory accounts of Johnston Press plc. The statutory accounts for the 52 week period ended 28 December 2013 have been filed with the Registrar of Companies and those for the 53 week period ended 3 January 2015 will be filed following the Company's Annual General Meeting in 2015. The auditor's reports on the statutory accounts for the 52 and 53 week periods ended 28 December 2013 and 3 January 2015 were unqualified, however the report on the 52 week period ended 28 December 2013 did include an emphasis of matter regarding a material uncertainty in relation to going concern. Neither report contained a statement under Sections 498 (2) or (3) of the Companies Act 2006.
The condensed consolidated financial statements of Johnston Press Plc have been prepared on a going concern basis (discussed further in the Financial Review) and under the historical cost convention, except for the revaluation of certain properties and financial instruments, share-based payments and defined benefit pension obligations that are measured at revalued amounts or fair value at the end of each reporting period. The accounting policies adopted in the preparation of this condensed consolidated financial statement are consistent with those applied by the Group in its audited consolidated financial statements for the period ended 3 January 2015.
Whilst the financial information included in this Results Announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS), this announcement does not itself contain sufficient information to comply with IFRS. This Results Announcement constitutes a dissemination announcement in accordance with Section 6.3 of the Disclosure and Transparency Rules (DTR). The 2014 Annual Report and Accounts for the 53 weeks ended 3 January 2015 will be made available on the Company's website at www.johnstonpress.co.uk, at the Company's registered office at Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS and sent to shareholders in April 2015.
2. Basis of preparation
The Group's business activities, together with factors likely to affect its future development, performance and financial position and commentary on the Group's financial results, its cash flows, liquidity requirements and borrowing facilities are set out in the Financial Review on pages 11 to 20.
The financial statements have been prepared for the 53 week period ended 3 January 2015. The 2013 information relates to the 52 week period ended 28 December 2013.
3. Adoption of new or amended standards and interpretations in the current year
The following new and amended IFRSs have been adopted for the 53 week period which commenced 29 December 2013 and ended 3 January 2015.
Accounting standard | Requirements | Impact on financial statements |
IAS 19 'Employee Benefits' (revised 2011)
| Requires: • all re-measurements of defined benefit obligations and plan assets to be included in other comprehensive income; • pension scheme net finance expense to be measured using the discount rate applied in measuring the defined benefit obligation; • unvested past service costs to be recognised in profit or loss at the earlier of when the amendment occurs or when the related restructuring or termination costs are recognised; and • quantitative sensitivity disclosures.
Adopted retrospectively for the 53 week period commencing 29 December 2013. | Refer Note 18 for quantification of this change.
|
IFRS 13 'Fair Value Measurement'
| Establishes a single source of guidance for all fair value measurements and requires additional disclosures about fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but provides guidance on how to measure fair value under IFRS when it is required or permitted.
Adopted prospectively from 29 December 2013. | None; Additional disclosures provided in Notes 16.
|
3. Adoption of new or amended standards and interpretations in the current year (continued)
The following describes narrow scope amendments applicable for annual periods beginning on or after 1 January 2014 but which have been early adopted in the financial statements for the 53 week period commencing 29 December 2013 and ending 3 January 2015.
Accounting standard | Requirements | Impact on financial statements |
Amendments to IFRS 10, IFRS 12 and IAS 27 - Investment Entities | Defines an investment entity and introduces an exception to consolidating particular subsidiaries for investment entities. | None . |
Amendments to IAS 32 - Offsetting Financial Assets and Financial Liabilities | Addresses inconsistencies in current practice when applying the offsetting criteria in IAS 32. The amendment clarifies offsetting when there is a legally enforceable right of set off and where settlement in intended on a net basis or to realise the asset and settle to liability simultaneously. | No offsetting of Debtor and Creditor balances with the same party takes place. |
Amendments to IAS 36 - Recoverable Amount Disclosures for Non-Financial Assets | Clarifies the scope of certain disclosures about the recoverable amount of impaired assets. | None; disclosures not required prior to IFRS13. |
Amendments to IAS 39 - Novation of Derivatives and Continuation of Hedge Accounting | Introduces a narrow-scope exception to the requirement for the discontinuation of hedge accounting the continuation where a derivative designated as a hedging instrument is novated from one counterparty to a central counterparty, as a consequence of new laws or regulations, if specific conditions are met. | None; Refer Note 17 - derivatives expired in the current period. |
New and amended IFRS issued by the IASB but not yet effective for the 53 week period ended 3 January 2015
The following standards and interpretations are applicable to companies with periods beginning during 2014 and which were endorsed by the EU in December 2014. These will be mandatory for Johnston Press plc in the 52 weeks ended 2 January 2016. Earlier application is permitted.
Accounting standard | Requirements | Impact on financial statements |
IFRIC 21 Levies | Clarifies how an entity should account for liabilities to pay levies imposed by governments. | None; Refer Note 18 in relation to PPF and Section 75 levies recognised in the income statement. |
Amendments to IAS 19 - Defined Benefit Plans: Employee Contributions | Introduces a narrow-scope amendment to simplify the accounting for contributions that are independent of the number of years of employee service eg, employee contributions that are calculated according to a fixed percentage of salary. | None; Refer Note 18. |
Annual improvements to IFRSs 2010-2012 cycle | Minor amendments to IFRS 2, 3, 8, 13 and IAS 16 and 38 and IAS 24. | None; Minor revisions taken into consideration when applying standards. |
Annual improvements to IFRSs 2011-2013 cycle | Minor amendments to IFRS 1, 3, 13 and IAS 40. | None; Minor revisions taken into consideration when applying standards. |
3. Adoption of new or amended standards and interpretations in the current year (continued)
New standards applicable to accounting periods beginning after 2015
Accounting standard | Requirements | Effective date |
IFRS 9 Financial Instruments (Issued 24 July 2014)* | IFRS 9 sets out the requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. IFRS 9 will supersede IAS 39 Financial Instruments: Recognition and Measurement. | Effective for annual periods beginning 1 January 2018; the impact is yet to be assessed. |
IFRS 14 Regulatory Deferral Accounts (Issued 30 January 2014)* | IFRS 14 Regulatory Deferral Accounts specifies the reporting requirements for regulatory deferral account balances that arise when an entity provides goods or services to customers at a price or rate that is subject to rate regulation. | Annual periods beginning on or after 1 January 2016 and is not likely to be relevant to the Group. |
IFRS 15 Revenue from Contracts with Customers* | IFRS 15 (which replaces IAS 11 and 18 and SIC 31, IFRIC 13, 15 and 18) provides a single, principles-based five-step model that should be applied to determine how and when to recognise revenue from contracts with customers. IFRS 15's core principle is that revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. A five-step approach to revenue recognition is required: • Identify the contract(s) with a customer. • Identify the performance obligations in the contract. • Determine the transaction price. • Allocate the transaction price to the performance obligations in the contract. • Recognise revenue when (or as) performance obligations are satisfied.
IFRS 15 also includes requirements for accounting for costs related to a contract with a customer. These are recognised as an asset if certain criteria are met. The standard requires qualitative and quantitative disclosures in respect of revenue, contract balances, performance obligations, significant judgements and assets recognised from costs to obtain or fulfill a contract. | Published May 2014, the standard is expected to be endorsed Q1 '15 and likely applicable to annual periods beginning on or after 1 January 2017. A detailed assessment of the implications of the standard on the business will be undertaken particularly as it relates to digital marketing services contracts and longer term advertising agreements delivered across multiple platforms. |
*Not yet EU endorsed. |
|
|
4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty
Critical judgements in applying the Group's accounting policies
In the process of applying the Group's accounting policies, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements (apart from those involving estimations, which are dealt with below).
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
Exceptional items
Exceptional items include significant transactions such as the costs associated with restructuring of businesses along with material items including for example revenue received on the termination of significant print contracts, significant pension related costs, the disposal or exit of a significant property directly linked to restructuring and impairment of intangible and tangible assets together with the associated tax impact. The Company considers such items are material to the Income Statement and their separate disclosure is necessary for an appropriate understanding of the Group's financial performance. These items have been presented as a separate column in the Group Income Statement.
4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)
Provisions for onerous leases and dilapidations
Where the Group exits a rented property, an estimate of the anticipated total future cost payable under the terms of the operating lease, including rentals, rates and other related expenses, is charged to the Income Statement at the point of exit as an onerous lease. Where there is a break clause in the contract, rentals are provided for up to that point. In addition, an estimate is made of the likelihood of sub-letting the premises and any rentals that would be receivable from a sub- tenant. Where receipt of sub-lease rentals is considered reasonable, these amounts are deducted from the rentals payable by the Group under the lease and provision charged for the net amount.
Under the terms of a number of property leases, the Group is required to return the property to its original condition at the lease expiry date. The Group has estimated the expected costs of these dilapidations and charged these costs to the Income Statement. No discounting has been applied to the provision as the effect of the discounting is not considered material.
Valuation of share-based payments
The Group estimates the expected value of equity-settled share-based payments and this is charged through the Income Statement over the vesting periods of the relevant awards. The cost is estimated using a Black-Scholes valuation model. The Black-Scholes calculations are based on a number of assumptions and are amended to take account of estimated levels of share vesting and exercise.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the period end date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Impairment of publishing titles and print presses
Determining whether publishing titles are impaired requires an estimation of the value in use of the cash generating units (CGUs) to which these assets are allocated. Key areas of judgement in the value in use calculation include the identification of appropriate CGUs, estimation of future cash flows expected to arise from each CGU, the long-term growth rates and a suitable discount rate to apply to cash flows in order to calculate present value. The Group has identified its CGUs based on the seven geographic regions in which it operates. This is considered to be the lowest level at which cash inflows generated are largely independent of the cash inflows from other groups of assets and has been consistently applied in the current and prior periods. £21.6 million impairment loss has been recognised for the period ended 3 January 2015 (28 December 2013: £202.4 million). The carrying value of publishing titles at 3 January 2015 was £511.6 million (28 December 2013: £538.5 million). Details of the impairment reviews that the Group performs are provided in Note 15.
Determining whether print presses are impaired requires an estimation of the value in use of each print site. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the print sites and a suitable discount rate in order to calculate present value (Note 15).
Valuation of pension liabilities
The Group records in its Statement of Financial Position a liability equivalent to the deficit on the Group's defined benefit pension schemes increased where appropriate to include an estimate for the present value of agreed future contributions as required under IFRIC 14. The pension liability is determined with advice from the Group's actuarial advisers each year and can fluctuate based on a number of factors, some of which are outside the control of management. The main factors that can impact the valuation include:
• the discount rate used to discount future liabilities back to the present date, determined each year from the yield on corporate bonds;
• the actual returns on investments experienced as compared to the expected rates used in the previous valuation;
• the actual rates of salary and pension increase as compared to the expected rates used in the previous valuation;
• the forecast inflation rate experienced as compared to the expected rates used in the previous valuation; and
• mortality assumptions.
Details of the assumptions used to determine the liability at 3 January 2015 are set out in Note 18.
5. Business Segments
Information reported to the Chief Executive Officer for the purpose of resource allocation and assessment of segment performance is focused on the two areas of Publishing (in print and online) and Contract Printing. Geographical segments are not presented as the primary segment is the UK which is greater than 90% of Group activities.
6. Segment Information
a) Segment revenues and results
The following is an analysis of the Group's revenue and results by reportable segment:
| 53 weeks period ended 3 January 2015 | Restated1 52 weeks period ended 28 December 2013 | ||||||
| Publishing £'000 | Contract printing £'000 | Eliminations £'000 | Group £'000 | Publishing £'000 | Contract printing £'000 | Eliminations £'000 | Group £'000 |
Revenue |
|
|
|
|
|
|
|
|
Print advertising | 138,087 | - | - | 138,087 | 150,397 | - | - | 150,397 |
Digital advertising | 29,116 | - | - | 29,116 | 24,112 | - | - | 24,112 |
Newspaper sales | 79,144 | - | - | 79,144 | 82,086 | - | - | 82,086 |
Contract printing | - | 12,804 | - | 12,804 | - | 11,206 | - | 11,206 |
Other | 9,672 | - | - | 9,672 | 10,587 | 1,590 | - | 12,177 |
Total external sales | 256,019 | 12,804 | - | 268,823 | 267,182 | 12,796 | - | 279,978 |
Inter-segment sales2 | - | 36,727 | (36,727) | - | - | 39,436 | (39,436) | - |
Exceptional items | - | - | - | - | - | 10,000 | - | 10,000 |
Total revenue | 256,019 | 49,531 | (36,727) | 268,823 | 267,182 | 62,232 | (39,436) | 289,978 |
|
|
|
|
|
|
|
|
|
Operating (loss)/profit |
|
|
|
|
|
|
|
|
Segment result before exceptional items | 50,704 | 4,748 | - | 55,452 | 49,435 | 4,384 | - | 53,819 |
Exceptional items | (44,478) | (261) | - | (44,739) | (245,406) | (54,091) | - | (299,497) |
Net segment result | 6,226 | 4,487 | - | 10,713 | (195,971) | (49,707) | - | (245,678) |
Investment income |
|
|
| 2,209 |
|
|
| 393 |
Net finance expense on pension assets/liabilities |
|
|
| (3,330) |
|
|
| (5,446) |
Net IAS 21/39 adjustments3 |
|
|
| 6,725 |
|
|
| (177) |
Net finance costs (including exceptionals) |
|
|
| (40,233) |
|
|
| (40,532) |
Share of results of associates |
|
|
| - |
|
|
| 2 |
Loss before tax |
|
|
| (23,916) |
|
|
| (291,438) |
Tax |
|
|
| 8,580 |
|
|
| 75,726 |
Loss after tax for the period - continuing operations |
|
|
| (15,336) |
|
|
| (215,712) |
Profit after tax for the period - discontinued operations |
|
|
| 236 |
|
|
| 114 |
Consolidated loss after tax for the period |
|
|
| (15,100) |
|
|
| (215,598) |
1 The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related
gains and losses. Refer to the Accounting policies section and Note 18 for further details.
2Inter-segment sales are charged at standard internal charging rates.
3Relates to changes in fair value of borrowings, changes in fair value of hedges, retranslation of USD and retranslation of Euro-denominated
debt.
The accounting policies of the reportable segments are the same as the Group's accounting policies. The segment result represents the (loss)/profit earned by each segment without allocation of the share of results of associates, investment income, finance costs (including in relation to pension assets and liabilities) and income tax expense. This is the measure reported to the Group's Chief Executive Officer for the purpose of resource allocation and assessment of segment performance.
b) Segment assets
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Assets |
|
|
Publishing | 609,452 | 638,679 |
Contract printing | 31,538 | 32,823 |
Total segment assets | 640,990 | 671,502 |
Unallocated assets | - | 1,108 |
Consolidated total assets | 640,990 | 672,610 |
For the purposes of monitoring segment performance and allocating resources between segments, the Group's Chief Executive Officer monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments with the exception of derivative financial instruments.
6. Segment Information (continued)
c) Other segment information
| 53 weeks to 3 January 2015 | 52 weeks to 28 December 2013 | ||||
| Publishing £'000 | Contract printing £'000 | Group £'000 | Publishing £'000 | Contract printing £'000 | Group £'000 |
Additions to property, plant and equipment | 7,044 | 105 | 7,149 | 4,320 | - | 4,320 |
Depreciation and amortisation expense (continuing) | 3,869 | 1,638 | 5,507 | 4,108 | 3,644 | 7,752 |
Impairment of property, plant and equipment | 2,667 | - | 2,667 | 1,443 | 62,252 | 63,695 |
Net impairment of intangibles | 21,568 | - | 21,568 | 202,427 | - | 202,427 |
7. Exceptional Items
| Notes | 53 weeks to 3 January 2015 £'000 | Restated1,2 52 weeks to 28 December 2013 £'000 |
Revenue |
|
|
|
Termination of printing contract |
| - | 10,000 |
Total revenue - exceptional items |
| - | 10,000 |
|
|
|
|
Operating expenses |
|
|
|
Pensions |
|
|
|
Plan expenses | 18 | (380) | - |
Pension protection fund contribution1 | 18 | (2,038) | (6,347) |
Newspaper Society Pension Scheme |
| (873) | - |
Restructuring costs |
| (10,896) | (32,061) |
One-off incentive plans |
| (4,552) | - |
Gains on disposal of property, plant and equipment |
| 869 | 199 |
Other |
| (2,334) | (495) |
Total exceptional operating expenses |
| (20,204) | (38,704) |
|
|
|
|
Impairment and write down of: |
|
|
|
Intangible assets |
| (21,568) | (202,427) |
Property, plant and equipment |
| (2,667) | (63,695) |
Assets held for sale |
| (300) | (4,671) |
Total exceptional impairment |
| (24,535) | (270,793) |
|
|
|
|
Total exceptional finance costs | 10c | (9,046) | (724) |
Net exceptional items |
| (53,785) | (300,221) |
Taxation on exceptional items |
| 11,427 | 71,367 |
Total exceptional items after tax |
| (42,358) | (228,854) |
1The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section and Note 18 for further details.
2Comparative income statement information has been restated to show the Republic of Ireland business as a discontinued operation due to its disposal on 1 April 2014.
Revenue
In 2013, the Group recognised revenue of £10.0 million from the termination of a long-term printing contract with News International following its closure of News of the World in 2012. There is no exceptional revenue reported for the year ended 3 January 2015.
Operating expenses - pensions
Plan expenses in 2014 comprise £0.4 million additional administration expenses incurred in connection with refinancing (2013: £nil).
During 2014, the pension regulator has requested payment of Pension Protection Fund levy of £2.7 million for the year ending 31 March 2015 (2013: £3.1 million and £3.2 million for the years ending 31 March 2013 and 31 March 2014 respectively). The pension levy was charged at the capped rate, reflecting historic high gearing. The charge has fallen to £2.7 million and is expected to reduce as reduced gearing and flexible apportionment is reflected in the levy assessment.
During 2014, the Group recognised a £0.9 million (2013: £nil) charge reflecting a commitment over the next 24 years to address the deficit of the Newspaper Society's defined benefit pension scheme. Refer to Note 26 for further details.
7. Exceptional Items (continued)
Operating expenses - restructuring costs
Restructuring costs of £7.3 million relate to reorganisations designed to reduce costs largely carried out in 2013 but further continued in 2014 (2013: £23.9 million). Other restructuring costs include early lease termination costs, empty property costs, dilapidations and dual-running office cost of £1.3 million (2013: £5.4 million), and other associated legal and consulting fees of £2.3 million (2013: £2.8 million).
Operating expenses -incentive plans
Costs include a bonus arrangement for the retention and incentivisation of senior managers (excluding Executive Directors) of £3.9 million which will be payable in March 2016 (2013: £nil). A one-off further bonus opportunity of £0.4 million will be made available to the Executive Directors (2013: £nil). A £0.2 million charge for the value creation plan was incurred in the year, following the completion of the capital refinancing plan (2013: £nil) (refer Note 31).
Operating expenses - gains on disposal of property, plant and equipment
In line with Group policy, disposal gains of £0.8 million were recognised in Exceptional Items during the period relating to two significant property disposals, which were held as Assets Classified as Held for Sale at 28 December 2013. Print press equipment was sold in the period with gains on disposal of £0.1 million (2013: £0.2 million).
A net gain of £1.0 million from several property disposals were included in operating profit during the period; this is in line with Group policy.
Operating expenses - other
The Group incurred other operating expenses of £2.0 million (2013: £0.5 million) relating to one-off trade obligations and professional fees for corporate strategy review and aborted and other disposals. A £0.3 million charge has been expensed for significant legal fees arising from a dispute that will be settled in early 2015.
Impairment of intangible assets, property, plant and equipment and assets held for sale
An impairment of £21.6 million was required for intangible assets in the 2014 period (2013: £202.4 million) (refer Note 15).
In the year, £2.7 million has been written down on property assets. There was no write-down on the 3 printing presses (2013: £63.7 million).
A £0.3 million write-down of assets held for sale was charged in the year (2013: £4.6 million).
Finance costs
Exceptional finance costs totalling £9.0 million (2013: £nil) includes the £9.2 million interest accrual release, and term debt issue costs written off in the period of £7.1 million, following the refinancing. Other refinancing fees of £11.1 million (2013: £0.7 million) charged to exceptionals in the period relate to legal and professional fees associated with refinancing that were attributable to the equity and bond issue, the new revolving credit facility, the repayment of lending banks and noteholders and the new pension framework agreement. Refer to Note 6c for further details.
Tax-effect of exceptional items
The Group has disclosed a £11.4 million tax credit (2013: £72.6 million) in relation to the total exceptional items of £54.3 million (2013: £300.2 million).
8. Operating (Loss)/Profit
|
| 53 weeks to 3 January 2015 £'000 | 52 weeks to 28 December 2013 £'000 |
Operating (loss)/profit is shown after charging/(crediting): |
|
|
|
Depreciation of property, plant and equipment |
| 5,313 | 7,543 |
Exceptional write down in value of presses1 |
| 2,667 | 63,695 |
Exceptional write down of assets classified as held for sale |
| 300 | 4,671 |
Profit on disposal of property, plant and equipment: |
|
|
|
Operating disposals |
| (1,110) | (1,065) |
Exceptional disposals |
| (869) | (199) |
Movement in allowance for doubtful debts |
| (695) | (1,019) |
Staff costs excluding redundancy costs |
| 100,703 | 107,320 |
Redundancy costs |
| 7,320 | 23,794 |
Auditor's remuneration: |
|
|
|
Company and Group accounts |
| 159 | 173 |
Subsidiaries |
| 240 | 240 |
Operating lease charges: |
|
|
|
Property |
| 4,938 | 5,040 |
Vehicles |
| 1,752 | 1,887 |
Rentals received on sub-let property |
| (91) | (115) |
Net foreign exchange gains |
| (39) | (148) |
Cost of inventories recognised as expense |
| 27,027 | 27,720 |
1.Includes £1,500,000 relating to the Sheffield property which has a redundant press hall in its basement and £1,167,000 of
redundant assets in Score Press Limited (2013: £63,695,000 relates to write down of the presses).
Profit on disposal of property, plant and equipment - operating disposals
The Group operates a large portfolio of properties, and regularly exits and renews leases, as well as sale and leaseback of freehold properties. Profits of £1.0 million for the period ended 3 January 2015 (28 December 2013: £0.6 million) from property sales were included in operating (loss)/profit. There were 21 such sales for the period ended 3 January 2015. The Group expects to continue to realise profits from asset disposals for the 52 week period ended 2 January 2016.
Staff costs shown above include £2,566,000 (28 December 2013: £1,410,000) relating to remuneration of Directors. In addition to the auditor's remuneration shown above, the auditor received the following fees for non-audit services.
| 53 weeks to 3 January 2015 £'000 | 52 weeks to 28 December 2013 £'000 |
Audit-related assurance services | 55 | 55 |
Taxation compliance services | 55 | 68 |
Other taxation advisory services | 37 | 5 |
Other services related to refinancing | 305 | 6 |
| 452 | 134 |
All non-audit services were approved by the Audit Committee. The Audit Committee considers that these non-audit services have not impacted the independence of the audit process. In addition, an amount of £19,000 (28 December 2013: £19,000) was paid to the external auditor for the audit of the Group's pension scheme.
9. Investment Income
| 53 weeks to 3 January 2015 £'000 | 52 weeks to 28 December 2013 £'000 |
Income from available for sale investments | 2,109 | 378 |
Income from other investments | 51 | - |
Interest receivable | 49 | 15 |
| 2,209 | 393 |
10. Finance Costs
| 53 weeks to 3 January 2015 £'000 | Restated1 52 weeks to 28 December 2013 £'000 |
a) Net finance expense on pension liabilities/assets |
|
|
Interest on assets | 19,376 | 16,781 |
Interest on liabilities | (22,706) | (22,227) |
Net finance expense on pension liabilities/assets | (3,330) | (5,446) |
1The adoption of IAS19R has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section for further details.
IAS19R replaces the finance cost on the defined benefit obligation and the expected return on plan assets with a net finance charge, based on the defined benefit liability and the discount rate, measured at the start of the period (29 December 2013). Accordingly, a discount rate of 4.65% has been applied on both interest on assets and liabilities (28 December 2013: 4.50%).
b) IAS 21/39 items
All movements in the fair value of derivative financial instruments are recorded in the Income Statement. In the current period, this movement was a net charge of £1.3 million (2013: £1.7 million net charge). The retranslation of foreign denominated debt resulted in a net gain of £2.9 million (2013: net gain £1.5 million). This is a result of GBP appreciating against the US Dollar and the Euro currencies, 3.4% and 4.4% respectively, to 3 January 2015. The retranslation of the Euro denominated publishing titles held at fair value is shown in the Statement of Comprehensive Income.
In addition, the fair value movement on the 8.625% Senior Secured Bonds 2019 resulted in a gain of £5.1 million and was based on quoted market fair value. Refer to Note 16.
| 53 weeks to 3 January 2015 £'000 | 52 weeks to 28 December 2013 £'000 |
c) Finance Costs |
|
|
Interest on bond | (12,290) | - |
Interest on bank overdrafts and loans | (11,163) | (23,504) |
Payment-in-kind interest | (5,345) | (12,148) |
Amortisation of term debt issue costs | (2,389) | (4,156) |
Total operational finance costs | (31,187) | (39,808) |
Payment-in-kind interest accrual release1 | 9,181 | - |
Term debt issue costs written off on previous repaid loan services1 | (7,145) | - |
Gain on debt extinguishment | 2,036 | - |
|
|
|
Refinancing fees on new capital raising2 | (11,082) | (724) |
Total exceptional finance costs | (9,046) | (724) |
|
|
|
Total finance costs | (40,233) | (40,532) |
1.The interest accrual release of £9.2 million includes a release of the PIK accrual of £25.7 million less £6.4 million PIK payment and £10.1
million Make- Whole interest paid due to early debt repayment. The term debt issue costs write off of £7.1 million represents the remaining
term debt issue costs after amortisation at the date of repayment.
2 The £11.1 million refinancing fees relates to legal and professional fees associated with the recent refinancing that were attributable to the
equity and bond issue, the new revolving credit facility, the repayment of lending banks and noteholders and the new pension framework
agreement. These have been recorded in the Income Statement.
11. Tax
| 53 weeks to 3 January 2015 £'000 | Restated1 52 weeks to 28 December 2013 £'000 |
Current tax |
|
|
Charge for the period | - | - |
Adjustment in respect of prior periods | (665) | 669 |
| (665) | 669 |
|
|
|
Deferred tax |
|
|
Credit for the period | (1,874) | (13,738) |
Adjustment in respect of prior periods | - | (1,629) |
Deferred tax adjustment relating to the impairment of publishing titles in the period | (6,041) | (41,667) |
Credit relating to reduction in deferred tax rate to 20% (2013: 23.0%) | - | (19,361) |
| (7,915) | (76,395) |
Total tax credit for the period | (8,580) | (75,726) |
1.The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related
gains and losses. Refer to the Accounting policies section and Note 18 for further details.
UK corporation tax is calculated at 21.5% (28 December 2013: 23.25%) of the estimated assessable loss for the period. The 21.5% basic tax rate applied for the 2014 period was a blended rate due to the tax rate of 23.0% in effect for the first quarter of 2014, changing to 21.0% from 1 April 2014 under the 2013 Finance Act. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdiction.
The tax credit for the period can be reconciled to the loss per the Income Statement as follows:
| 53 weeks to 3 January 2015 £'000 | % | Restated1 52 weeks to 28 December 2013 £'000 | % |
Loss before tax | (23,916) | 100.0 | (291,438) | 100.0 |
|
|
|
|
|
Tax at 21.5% (28 December 2013: 23.25%) | (5,142) | 21.5 | (67,759) | 23.3 |
Tax effect of items that are not deductible or not taxable in determining taxable profit | (2,729) | 11.4 | 6,794 | (2.3) |
Tax effect of investment income | (321) | 1.3 | (88) | - |
Effect of other tax rates | (81) | 0.3 | 2,838 | (1.0) |
Unrecognised deferred tax assets | 358 | (1.5) | 2,508 | (0.8) |
Effect of reduction in deferred tax rate | - | - | (19,361) | 6.6 |
Adjustment in respect of prior years | (665) | 2.8 | (658) | 0.2 |
Total tax credit | (8,580) | 35.9 | (75,726) | 26.0 |
1.The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related
gains and losses. Refer to the Accounting policies section and Note 18 for further details.
12. Discontinued Operations
On 1 April 2014 the Group announced and completed the disposal of the Republic of Ireland titles to Iconic Newspapers, part of Mediaforce Limited, for a cash consideration of £7.1 million. The assets were written down by £8.0 million at 28 December 2013 in anticipation of the disposal and therefore no profit or loss has been recorded in the current period for the disposal.
In accordance with IFRS 5 'Non-Current Assets Held for Sale and Discontinued Operations', the results and cash flows of this 'disposal group' are reported separately from the performance of continuing operations at each reporting date and comparatives have been restated.
The net profit from discontinued operations for the period ended 3 January 2015 was £0.3 million. As part of the disposal, a transitional services agreement (TSA) was agreed between the Group and Mediaforce. The TSA includes services such as pre-press, human resources, payroll, collections and information technology for varying periods of time. Since the disposal, the Group has recognised income of £0.6m under the TSA. This income has been included in the net profit/(loss) from discontinued operations for the period.
12. Discontinued Operations (continued)
Profit on disposal of operations
| 53 weeks to 3 January 2015 £'000 |
Publishing titles | 5,406 |
Property, plant and equipment | 267 |
Net assets disposed | 5,673 |
Add: Disposal costs | 1,369 |
Carrying value of disposed operations | 7,042 |
|
|
Consideration satisfied by cash | 7,042 |
Loss on disposal of Republic of Ireland titles | - |
Disposal proceeds and investing activities of discontinued operations
| 3 January 2015 £'000 |
Cash consideration (above) | 7,042 |
Disposal costs | (1,160) |
Net cash consideration | 5,882 |
13. Dividends
| 53 weeks to 3 January 2015 £'000 | 52 weeks to 28 December 2013 £'000 |
Amounts recognised as distributions to equity holders in the period: |
|
|
|
|
|
Preference Dividends |
|
|
13.75% Cumulative Preference Shares (13.75p per share) | 104 | 104 |
13.75% 'A' Preference Shares (13.75p per share) | 48 | 48 |
| 152 | 152 |
No ordinary dividend is to be recommended to shareholders at the Annual General Meeting making a total for the period ended 3 January 2015 of £nil (28 December 2013: £nil).
As disclosed previously in our 28 December 2013 Annual Report and agreed by the shareholders, the Group is in the process of undertaking a capital reduction (refer Note 43) which will allow the resumption of payment of dividends including the payment of preference dividends which has been accrued.
14. Earnings Per Share
The calculation of earnings per share is based on the following losses and weighted average number of shares:
Continuing and discontinued operations
| 53 weeks to 3 January 2015 £'000 | Restated1 52 weeks to 28 December 2013 £'000 |
Earnings |
|
|
|
|
|
Loss for the period | (15,100) | (215,598) |
Preference dividend2 | (152) | (152) |
Earnings for the purposes of basic and diluted earnings per share | (15,252) | (215,750) |
Exceptional items (after tax) | 42,325 | 229,853 |
Earnings for the purposes of underlying earnings per share | 27,073 | 14,103 |
14. Earnings Per Share (continued)
Continuing and discontinued operations (continued)
|
| Restated3 |
| 000's | 000's |
Number of shares |
|
|
Weighted average number of ordinary shares for the purposes of basic earnings per share3,4 | 3,519,924 | 237,756 |
|
|
|
Effect of dilutive potential ordinary shares: |
|
|
- warrants and employee share options | - | - |
- deferred bonus shares | - | - |
Number of shares for the purposes of diluted earnings per share | 3,519,924 | 237,756 |
Earnings per share (p) |
|
|
Basic | (0.43) | (90.74) |
Underlying5 | 0.77 | 5.93 |
Diluted6 | (0.43) | (90.74) |
1.The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related
gains and losses. Refer to the Accounting policies section and Note 18 for further details.
2 In line with IAS 33, the preference dividend and the number of preference shares are excluded from the calculation of earnings per share.
3.Comparatives restated to show additional bonus and rights issues totalling 4,603,565,483 following the Group's announcement on 23 June
2014 of the Capital Refinancing Plan and shortly thereafter a share consolidation of every 50 ordinary shares into one new ordinary share.
Refer to Note 19 for further details.
4 The weighted average number of ordinary shares are shown excluding treasury shares.
5 Underlying figures are presented to show the effect of excluding exceptional items from earnings per share.
6 Diluted earnings per share are presented when a company could be called upon to issue shares that would decrease net profit or increase loss per share.
Continuing operations
| 3 January 2015 £'000 | Restated1 28 December 2013 £'000 |
Earnings |
|
|
|
|
|
Loss for the period | (15,336) | (215,712) |
Preference dividend2 | (152) | (152) |
Earnings for the purposes of basic and diluted earnings per share | (15,488) | (215,864) |
Exceptional items (after tax) | 42,358 | 228,854 |
Earnings for the purposes of underlying earnings per share | 26,870 | 12,990 |
|
| Restated3 |
| 000's | 000's |
Number of shares |
|
|
Weighted average number of ordinary shares for the purposes of basic earnings per share3,4 | 3,519,924 | 237,756 |
|
|
|
Effect of dilutive potential ordinary shares: |
|
|
- warrants and employee share options | - | - |
- deferred bonus shares | - | - |
Number of shares for the purposes of diluted earnings per share | 3,519,924 | 237,756 |
Earnings per share (p) |
|
|
Basic | (0.44) | (90.79) |
Underlying5 | 0.76 | 5.46 |
Diluted6 | (0.44) | (90.79) |
1.The adoption of IAS19R and the correction of a prior year over accrual has affected the measurement and presentation of pension related
gains and losses. Refer to the Accounting policies section and Note 18 for further details.
2 In line with IAS 33, the preference dividend and the number of preference shares are excluded from the calculation of earnings per share.
3.Comparatives restated to show additional bonus and rights issues totalling 4,603,565,483 following the Group's announcement on 23 June
2014 of the Capital Refinancing Plan and shortly thereafter a share consolidation of every 50 ordinary shares into one new ordinary share.
Refer to Note 19 for further details.
4 The weighted average number of ordinary shares are shown excluding treasury shares.
5 Underlying figures are presented to show the effect of excluding exceptional items from earnings per share.
6 Diluted earnings per share are presented when a company could be called upon to issue shares that would decrease net profit or increase loss per share.
Refer to the Financial Review section for further details on earnings per share.
15. Intangible Assets
|
| Note | Publishing titles £'000 | Digital intangible assets £'000 | Total £'000 |
Cost |
|
|
|
|
|
|
|
|
|
|
|
Opening balance |
|
| 1,302,277 | 3,033 | 1,305,310 |
Additions |
|
| - | 1,513 | 1,513 |
Disposals |
|
| (153,154) | - | (153,154) |
Transfers to property, plant and equipment |
|
| - | (1,533) | (1,533) |
Closing balance |
|
| 1,149,123 | 3,013 | 1,152,136 |
|
|
|
|
|
|
Accumulated impairment losses and amortisation |
|
|
|
|
|
|
|
|
|
|
|
Opening balance |
|
| 763,741 | 209 | 763,950 |
Amortisation for the period |
|
| - | 194 | 194 |
Disposals |
|
| (147,748) | - | (147,748) |
Impairment losses for the period |
|
| 21,568 | - | 21,568 |
Transfers to property, plant and equipment |
|
| - | (152) | (152) |
Closing balance |
|
| 637,561 | 251 | 637,812 |
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
|
|
|
|
Opening balance |
|
| 538,536 | 2,824 | 541,360 |
Closing balance |
|
| 511,562 | 2,762 | 514,324 |
Publishing titles
On 1 April 2014 the Group completed the disposal of the Republic of Ireland titles.
The carrying amount of publishing titles by cash generating unit (CGU) is as follows:
|
28 December 2013 £'000 | Impairment £'000 | Disposal £'000 | 3 January 2015 £'000 |
Scotland | 52,127 | - | - | 52,127 |
North | 217,231 | - | - | 217,231 |
Northwest | 61,512 | (13,652) | - | 47,860 |
Midlands | 120,082 | - | - | 120,082 |
South | 46,291 | (7,916) | - | 38,375 |
Northern Ireland | 35,887 | - | - | 35,887 |
Republic of Ireland | 5,406 | - | (5,406) | - |
Total carrying amount of publishing titles | 538,536 | (21,568) | (5,406) | 511,562 |
The Group tests the carrying value of publishing titles held within the publishing operating segment for impairment annually or more frequently if there are indications that they might be impaired. The publishing titles are grouped by CGUs, being the lowest levels for which there are separately identifiable cash flows independent of the cash inflows from other groups of assets.
The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are:
the discount rate;
expected changes in underlying revenues and direct costs during the period; and
growth rates.
Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The discount rate applied to the future cash flows for the period ended 3 January 2015 was 12.0% (28 December 2013: 12.0%). The discount rate reflects management's view of the current risk profile of the underlying assets being valued with regard to the current economic environment and the risks that the regional media industry is facing.
Changes in underlying revenue and direct costs are based on past practices and expectations of future changes in the market. These include changes in demand for print and digital, circulation, cover prices, advertising rates as well as movement in newsprint and production costs and inflation.
15. Intangible Assets (continued)
Discounted cash flow forecasts are prepared using:
the most recent financial budgets and projections approved by management for 2015 which reflect management's current experience and future expectations of the markets the CGUs operate in;
net cash inflows for future years are extrapolated based on an estimated annual long-term growth rate of 1.0%; and
capital expenditure cash flows to reflect the cycle of capital investment required.
The present value of the cash flows is then compared to the carrying value of the asset to determine if there is any impairment loss.
The total impairment charge recognised for the period ended 3 January 2015 was £21.6 million (28 December 2013: £202.4 million). The impairment charge in the period comprises £13.7 million in the North West and £7.9 million in the South of England.
The Group has conducted sensitivity analysis on the impairment test of each CGUs carrying value. A decrease in the long-term growth rate of 0.5% would result in an impairment for the Group of £5.4 million and an increase in the discount rate of 0.5% would result in an impairment of £4.9 million.
| Growth rate sensitivity £'000 | Discount rate sensitivity £'000 |
Scotland | - | - |
North | - | - |
Northwest | 2,173 | 2,067 |
Midlands | 1,211 | 939 |
South | 1,992 | 1,894 |
Northern Ireland | - | - |
Total potential impairment from sensitivity analysis | 5,376 | 4,900 |
While the value in use of the Northwest and South CGUs have decreased during the period, the values in use of Scotland, North, Midlands and Northern Ireland CGUs have increased. No impairment would arise in the Scotland, North and Northern Ireland CGUs after applying the sensitivities as their values in use would continue to remain higher than their respective carrying values. A decrease in the long term growth rate of 0.5% would however reduce the headroom across these CGUs by £16.2 million while an increase in the discount rate of 0.5% would reduce headroom by £15.4 million.
Digital intangible assets
Digital intangible assets primarily relates to the new design of the Group's 196 local websites and the development of a Customer Relationship Management (CRM) capability. The websites form the core platform for the Group's digital revenue activities whereas the CRM capability will enable the Group to accelerate the growth of its subscriber base. These assets are being amortised over a period of two to five years. Amortisation for the year has been charged through cost of sales.
16. Borrowings
The Group announced on 23 June 2014 that it had successfully completed its Capital Refinancing Plan (announced on 9 May 2014). Gross proceeds of £140.0 million were received by the Group in connection with the Placing and the Rights Issue, and further to the announcement made by the Group on 14 May 2014, gross proceeds of £220.5 million from the offering of £225.0 million 8.625% senior secured notes due 2019. The notes were issued at a discount of £4.5 million.
All amounts previously outstanding were repaid and cancelled in full; as at 23 June 2014 the Group paid in total £332.9 million of which the total Payment-In- Kind (PIK) interest and Make-Whole amounted to £16.5 million and the interest accrued up to 23 June 2014 amounted to £5 million.
In addition, under the Capital Refinancing Plan the Group entered into a 4 year and 6 months (expiring 23 December 2018) £25 million New Revolving Credit Facility (RCF) which is currently undrawn. The Group incurred a £0.9 million arrangement fee associated with the RCF, which the Group will amortise over the term.
16. Borrowings (continued)
The borrowings at 3 January 2015 are recorded at quoted market fair value and classified as Level 1 according to IFRS 13. As the borrowings are shown at fair value the associated issue costs against the 8.625% Senior secured notes 2019 have been charged to the Income Statement (refer to Note 10c). The borrowings at previous period ends were recorded at amortised cost.
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Bank loans | - | 200,851 |
Private placement loan notes | - | 110,994 |
Payment-In-Kind interest accrual | - | 20,372 |
8.625% Senior secured notes 20191 | 215,437 | - |
Total borrowings excluding term debt issue costs | 215,437 | 332,217 |
Term debt issue costs | - | (8,801) |
Total borrowings | 215,437 | 323,416 |
The borrowings are disclosed in the financial statements as:
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Current borrowings | - | 8,553 |
Non-current borrowings | 215,437 | 314,863 |
Total borrowings | 215,437 | 323,416 |
The Group's net debt2 is:
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Gross borrowings as above | 215,437 | 323,416 |
Cash and cash equivalents | (30,817) | (29,075) |
Impact of currency hedge instruments | - | (1,104) |
Net debt including currency hedge instruments | 184,620 | 293,237 |
Term debt issue costs | - | 8,801 |
Net debt excluding term debt issue costs | 184,620 | 302,038 |
18.625% Senior secured notes 2019 breakdown
| 3 January 2015 £'000 |
Principal Amount | 225,000 |
Bond discount | (4,500) |
Fair value gain | (5,063) |
Total | 215,437 |
2 Net debt is a non-statutory term presented to show the Group's borrowings net of cash equivalents, fair value of foreign exchange options and
term debt issue costs.
17. Derivative Financial Instruments
The Group no longer holds any financial derivatives instruments as the remaining derivatives from 28 December 2013 have expired. These financial instruments were classified as Level 2 according to IFRS 13 and valued with reference to prevailing quoted forward exchange rates of the US Dollar to the British Pound at the balance sheet date.
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Interest rate caps - current asset | - | 4 |
Foreign exchange options - current asset | - | 1,104 |
Total derivative financial instruments | - | 1,108 |
18. Retirement Benefit Obligation
For the purposes of these financial statements, the Group has applied the requirements of the standard IAS 19 Employee Benefits (Revised 2011) for the period ended 3 January 2015, which introduces changes to the recognition, measurement, presentation and disclosure of post-employment benefits. The standard impacts the measurement of various components in the defined benefit pension obligation and associated disclosures, but not the Group's total obligation. The standard replaces the finance cost on the defined benefit obligation and the expected return on plan assets with a net finance charge or income, based on the defined benefit liability or asset and the discount rate, measured at the start of the period. This has increased the finance charge in the Consolidated Income Statement with an equal and offsetting movement in actuarial gains and losses in the Consolidated Statement of Comprehensive Income. Refer to the change in accounting treatment section below for further details.
Characteristics of the Group's pension related liabilities
The Johnston Press Retirement Savings Plan
The Johnston Press Retirement Savings Plan is a defined contribution Master Trust arrangement for current employees, operated by Zurich. Contributions by the Group are a percentage of basic salary. Employer contributions range from 1% of basic salary, for employees statutorily enrolled, through to 12% of basic salary for Senior Executives. Employees who were active members of the Money Purchase section of the Johnston Press Pension Plan on 31 August 2013 transferred from the Johnston Press Pension Plan to the Johnston Press Retirement Savings Plan from 1 September 2013.
The Johnston Press Pension Plan
The Johnston Press Pension Plan is a defined benefit pension plan closed to new members and closed to future accrual. There was formerly a defined contribution section of the Johnston Press Pension Plan which was closed in August 2013 and members' benefits were transferred to the Johnston Press Retirement Savings Plan. The assets of the Plan are held separately from those of the Group. The contributions are determined by a qualified actuary on the basis of a triennial valuation using the projected unit method and are set out in a Schedule of Contributions and Recovery Plan dated 29 July 2014.
A valuation of the Johnston Press Pension Plan as at 31 December 2012 was commissioned by the Trustees and takes account of the Capital Refinancing Plan.
In conjunction with the Capital Refinancing Plan, the Plan Trustees and the Group entered into a Pension Framework Agreement, agreeing, inter alia to the following :
· On implementation of the Capital Refinancing Plan in June 2014, the secured guarantee provided in favour of the Plan Trustees by the Group and certain of its subsidiaries in relation to any default on a payment obligation under the Johnston Press Pension Plan has been removed. In return for the removal of this security and the aforementioned guarantee, an unsecured cross-guarantee has been provided on implementation of the Capital Refinancing Plan by the Group and certain of its subsidiaries in favour of the Plan Trustees in relation to any default on a payment obligation under the Johnston Press Pension Plan. Each claim made under the unsecured cross-guarantee is capped at an amount equal to the aggregate S75 debt of the Johnston Press Pension Plan at the date any claim made by the Plan Trustees falls due.
· The deficit as at the 31 December 2012 valuation date will be sought to be addressed by 31 December 2024 by entry into a recovery plan providing for contributions starting at £6.3 million in 2014, £6.5 million in 2015 and £10.0 million in 2016 increasing by 3% per annum with a final payment of £12.7 million in 2024.
· Settlement of previously incurred PPF levies and Section 75 debts.
· The Johnston Press Pension Plan will be entitled to receive 25% of net proceeds from business or asset disposals up to and including 31 August 2015 exceeding £1 million in a single transaction or £2.5 million over the course of a financial year, subject to certain permitted disposals, conditions in relation to financial leverage and other exceptions set out in the Framework Agreement.
· The Group will also pay additional contributions to the Johnston Press Pension Plan in the event that the 2014/2015 PPF levy and/or the 2015/2016 PPF levy is less than £3.2 million, equal to the amount the levy falls below £3.2 million, up to a maximum of £2.5 million.
· Additional contributions will also be payable to the Johnston Press Pension Plan in the event that the Group satisfies certain conditions in relation to financial leverage.
The Group paid 25% of net proceeds from the sale of its Republic of Ireland titles to the pension plan in September 2014.
This funding agreement needs to be reflected in the valuation documentation of the Johnston Press Pension Plan, which must be submitted to the Pensions Regulator who may exercise certain powers if it is not compliant with the relevant legislation. If the Johnston Press Pension Plan's funding position deteriorates after successful implementation of the Capital Refinancing Plan then the contributions may have to be revisited and additional contributions to the Johnston Press Pension Plan may be required and/or the length over which the deficit is addressed may be increased. Contributions would ordinarily only be revisited in the context of the triennial valuation of the Johnston Press Pension Plan, although the Plan Trustees have power to call a valuation earlier if they resolve to do so.
Irish Pension Schemes
In addition, the Group maintains liability for two defined benefit schemes providing benefits for a small number of former employees in Limerick and Leinster. Both schemes have been closed to future accrual since 2010 and are in the final stages of being wound up.
18. Retirement Benefit Obligation (continued)
Change in accounting treatment (adoption of IAS 19R and impact of Pension Protection Levy/ Section 75 contributions )
Changes in accounting treatment have been reflected in the Consolidated Financial Statements retrospectively and the impact on the Consolidated Income Statement and Consolidated Statement of Other Comprehensive Income for the period ending 28 December 2013 is as follows :
Impact on income statement
|
|
| 28 December 2013 £'000 |
As reported - consolidated loss for the period |
|
| (211,966) |
|
|
|
|
IAS 19R - Increase in net finance charges1 |
|
| (3,870) |
Pension protection fund contribution2 |
|
| (6,347) |
Effect of accrual reversal - Pension Protection Levy and Section 75 debt2 |
|
| 5,676 |
|
|
|
|
Deferred tax3 |
|
| 909 |
As restated - consolidated loss for the period |
|
| (215,598) |
1 As a result of the adoption of IAS 19R, the Group records a higher net expense within the income statement of £3.9 million for the period ended 28 December 2013.
2 The Group was required to pay a Pension Protection levy in relation to the 2012/2013 and 2013/2014 years amounting to £6.3 million. An accrual of £4.4 million for the levy and £1.3 million for Section 75 debt was created in the 2013 year to meet this liability. This was incorrect as the pension trustees had already accounted for the Pension Protection levy on behalf of the Group. In addition, the Section 75 debt should not have been accrued for by the Group. The 2013 comparatives have been restated accordingly to reflect the timing of all cash flows and the reversal of the excess pension accruals.
3 Tax credit of £1,744,000 as a result of restatements for IAS19R and Pension Protection Levy inflows/outflows offset by tax charge of £835,000 as a result of accrual reversals for Pension Protection Levy and Section 75 debt.
Other comprehensive income - gain on pension
|
|
| 28 December 2013 £'000 |
As reported - Actuarial gain recognised net of tax |
|
| 30,1561 |
|
|
|
|
As reported - Difference between actual and expected return |
|
| (30,338) |
IAS 19R - Gains/losses on plan assets in excess of interest |
|
| 34,208 |
IAS 19R - Net finance charges2 |
|
| 3,870 |
Pension protection fund contribution3 |
|
| 4,847 |
Other comprehensive income - net decrease |
|
| 8,717 |
|
|
|
|
As restated - Actuarial gain recognised |
|
| 38,873 |
Deferred tax on pension remeasurements |
|
| (1,744) |
As restated - Actuarial gain recognised net of tax |
|
| 37,129 |
1 Actuarial gain recognised net of tax of £29,025,000 plus additional deferred tax asset arising from changes in tax rate of £1,131,000.
2 As a result of the adoption of IAS 19R, the Group records a higher net expense within the income statement of £3.9 million for the period ended 28 December 2013.
3 Reflects an outflow of £6.3 milion relating to PPF invoices 12/13 and 13/14 paid by the pension fund on behalf of the Group. During the period October to
December 2013, the Group reimbursed the pension fund for this by £1.5 million resulting in a net other comprehensive income impact of £4.8 million.
18. Retirement Benefit Obligation (continued)
Amounts arising from pensions related liabilities in the Group's financial statements
The following tables identify the amounts in the Group's financial statements arising from its pension related liabilities.
Income statement - pensions and other pension related liabilities costs
| Notes | 3 January 2015 £'000 | 28 December 2013 £'000 |
Employment costs: |
|
|
|
Defined contribution scheme |
| (4,425) | (4,322) |
|
|
|
|
Defined benefit scheme |
|
|
|
Plan expenses (IAS19R)1 |
| (1,217) | - |
Pension protection fund2 | 7 | (2,038) | (6,347) |
Net finance cost on Johnston Press Pension Plan (IAS19R) | 10a | (3,330) | (5,446) |
Total defined benefit scheme |
| (6,585) | (11,793) |
|
|
|
|
Total pension costs |
| (11,010) | (16,115) |
1 Relates to administrative expenses incurred in managing the pension fund amounting to £1,217,000 (£837,000 recognised within operating items before exceptional items and £380,000 recognised within operating exceptional items). Plan expenses were paid via the defined contribution scheme for period ended 28 December 2013, as a result there is no comparative figure.
2 Relates to the payment of £2,718,000 to the Pension Protection Fund for the period April 14 to March 15. £2,038,000 has been recognised in Note 7 - Income Statement, Exceptionals with the remaining £680,000 in prepayments.
Other comprehensive income - (loss)/gain on pension
|
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Gains/(losses) on plan assets in excess of interest |
| 48,120 | 39,055 |
Experience gains and losses arising on the benefit obligation |
| (1,838) | (6,116) |
Changes in assumptions underlying the present value of the benefit obligation |
| (65,261) | 13,473 |
Additional defined benefit obligation under IFRIC 14 |
| (2,971) | - |
Actuarial (loss)/gain recognised in the statement of comprehensive income |
| (21,950) | 46,412 |
Deferred tax |
| 4,390 | (9,283) |
Actuarial (loss)/gain recognised in the statement of comprehensive income net of tax |
| (17,560) | 37,129 |
Statement of financial position - net defined benefit pension (deficit)/surplus
|
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Amounts included in the Group Statement of Financial Position: |
|
|
|
Fair value of scheme assets |
| 480,479 | 420,306 |
Present value of defined benefit obligations |
| (567,509) | (498,640) |
Additional defined benefit obligation under IFRIC 14 |
| (2,971) | - |
Total liability recognised |
| (90,001) | (78,334) |
Amount included in current liabilities |
| 6,489 | 5,700 |
Amount included in non-current liabilities |
| (83,512) | (72,634) |
18. Retirement Benefit Obligation (continued)
Analysis of amounts recognised of the net defined benefit pension (deficit)/surplus
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Net defined benefit pension (deficit)/surplus at beginning of period | (78,334) | (121,319) |
Defined benefit obligation at beginning of period | (498,640) | (504,111) |
|
|
|
Income statement: |
|
|
Interest cost | (22,706) | (22,227) |
|
|
|
Other comprehensive income: |
|
|
Experience (gains) and losses | (1,838) | (6,116) |
Remeasurements of defined benefit obligation: |
|
|
arising from changes in demographic assumptions | 1,536 | 25,849 |
arising from changes in financial assumptions | (66,797) | (12,376) |
|
|
|
Cash flows: |
|
|
Age related rebates | - | (511) |
Benefits paid (by fund and Group) | 20,936 | 20,852 |
Defined benefit obligation at end of the period | (567,509) | (498,640) |
|
|
|
Fair value of plan assets at beginning of period | 420,306 | 382,792 |
|
|
|
Income statement: |
|
|
Interest income on plan assets | 19,376 | 16,781 |
Pension Protection Fund payments | - | (6,347) |
Administration costs | (837) | - |
|
|
|
Other comprehensive income: |
|
|
Return on plan assets less gain | 48,120 | 39,055 |
|
|
|
Cash flows: |
|
|
Company contributions1 | 14,450 | 8,366 |
Age-related rebates | - | 511 |
Benefits paid (by fund and Group) | (20,936) | (20,852) |
Fair value of plan assets at end of period | 480,479 | 420,306 |
Additional defined benefit obligation under IFRIC 14 | (2,971) | - |
Net defined benefit pension (deficit)/surplus at end of period | (90,001) | (78,334) |
1 Comprises annual employer contributions of £6,300,000 (28 December 2013 : £5,700,000), contributions in respect of property disposals of
£456,000 (28 December 2013: £1,166,000), contributions in respect of Irish title disposals of £1,280,000 (28 December 2013: £nil) , plan
expenses of £907,000 (28 December 2013: £nil), pension protection fund contributions of £4,239,000 (28 December 2013: £1,500,000) and
S75 debt contributions of £1,268,000 (28 December 2013: £nil).
Analysis of fair value of plan assets
|
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Equities |
| 67,283 | 268,394 |
Multi-Asset Credit |
| 99,678 | 67,507 |
Diversified Growth Funds |
| 152,231 | - |
Liability Driven Investments |
| 148,075 | - |
Other1 |
| 13,212 | 84,405 |
Total fair value of plan assets |
| 480,479 | 420,306 |
1 Other mainly includes cash and Protected Rights Funds.
Following extensive discussions with the pension trustees, Pension Regulator and the Group, it has been agreed that the mix of investments should be split 50% growth allocation and 50% protection allocation.
18. Retirement Benefit Obligation (continued)
Analysis of financial assumptions
|
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Discount rate |
| 3.55% | 4.65% |
Future pension increases |
|
|
|
Deferred revaluations (where linked to inflation (CPI)) |
| 1.75% | 2.40% |
Pensions in payment (where linked to inflation (RPI)) |
| 2.85% | 3.25% |
Future life expectancy |
|
|
|
Male currently aged 65 |
| 22.0 years | 22.1 years |
Female currently aged 65 |
| 23.9 years | 24.1 years |
Sensitivity analysis of significant assumptions
The following tables present a sensitivity analysis for each significant actuarial assumption showing how the defined benefit obligation would have been affected, by changes in the relevant actuarial assumptions that were reasonably possible at the reporting date.
| Changes in defined benefit obligation |
| £m |
Discount rate |
|
+0.10% discount rate | (9,082) |
Inflation rate |
|
+0.10% inflation rate | 5,350 |
Mortality |
|
+10.0% to base table mortality rates | (15,883) |
Pension Increase Exchange |
|
Allowance for 25% take up for sections where automatically offered | 642 |
The sensitivity analysis is based on a change in one assumption while holding all other assumptions constant, therefore interdependencies between assumptions are excluded. The methodology applied is consistent to that used to determine the recognised pension liability.
Other pension related obligations
The Group has agreed to pay the expenses of the Johnston Press Pension Plan and the Pension Protection Fund ('PPF') levy as they fall due. Any funding agreement needs to be reflected in the valuation documentation of the Johnston Press Pension Plan, which must be formally submitted to the Pensions Regulator who may exercise certain powers if it is not compliant with the relevant legislation.
The Group has entered into a flexible apportionment arrangement with the agreement of the Plan Trustees which will result in a decrease in the 2015/2016 PPF levy charge. The Group expects to see the full benefit of reduced levy charges in 2016/2017, when the increased pension contributions commence.
The Johnston Press Pension Plan (the "Plan") is subject to a potential increase in its liabilities in the event that historic benefit equalisation has not taken effect for a specific group of members. The Group's lawyers have advised that an application to court should be made for a declaration that normal retirement dates for these members were validly equalised as intended, and currently anticipate a successful outcome in the case. The Group is aiming to issue an application to court in early 2015 with the expectation that the hearing would take place during the year. No provision has been made in the Group's assessed pension deficit or financial statements. Based on advice to the Trustees of the Plan, the Group anticipates the maximum obligation in relation to this matter (in the event that the court application is not successful) is expected to be in the region of £8 million.
IFRIC 14
As at 3 January 2015, the Group was liable to an IFRIC 14 liability of £90.0 million as the cash contributions agreed as part of the Recovery Plan dated 29 July 2014 were greater than the level of deficit recorded. The contributions were discounted by applying a discount rate of 3.55% resulting in an additional liability recognition of £2,971,000.
18. Retirement Benefit Obligation (continued)
Five year history:
|
3 January 2015 £'000 | Restated1 28 December 2013 £'000 | 29 December 2012 £'000 | 31 December 2011 £'000 | 1 January 2011 £'000 |
Fair value of scheme assets | 480,479 | 420,306 | 382,792 | 368,718 | 385,309 |
Present value of defined benefit obligations | (567,509) | (498,640) | (504,111) | (472,708) | (446,095) |
Additional obligation under IFRIC 14 | (2,971) | - | - | - | - |
Deficit in the plan | (90,001) | (78,334) | (121,319) | (103,990) | (60,786) |
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Experience adjustments on scheme liabilities |
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Amount (£'000) | (67,099) | 7,357 | (29,332) | (22,524) | 2,925 |
Percentage of plan liabilities (%) | (11.8%) | 1.5% | (5.8%) | (4.8%) | 0.7% |
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Experience adjustments on scheme assets1 |
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Amounts (£'000) | 48,120 | 39,055 | 8,257 | (27,060) | 11,139 |
Percentage of plan assets (%) | 10.0% | 9.3% | 2.2% | (7.3%) | 2.9% |
1 The adoption of IAS19R has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies
section for further details.
19. Share Capital
The Group underwent two share capital reorganisations in the 2014 year; a Placing and Rights Issue which was announced on 9 May and completed on 29 May (as part of the "Capital Refinancing Plan" which the Group announced was completed on 23 June) followed by a sub-division and consolidation of its ordinary share capital announced on 24 October and completed on 13 November.
Placing and Rights Issue
As part of the Placing and Rights issue, total gross proceeds of £140.0 million were received by the Group, approximately £2.3 million through a Placing of 13,676,149 new placing shares at 17.0 pence per share (the "Placing Shares") and £137.7 million through the issue of 4,589,889,334 new ordinary shares at 3.0 pence (the "Issue Price") per share ("Rights Issue Ordinary Shares") on the basis of 6.52 Rights Issue Ordinary Shares for each existing ordinary share as at close of business on 27 May 2014 ("Existing Ordinary Shares"). As the Issue Price per Rights Issue Ordinary Share was below the nominal value of the Existing Ordinary Shares (of 10 pence per share) the Group implemented a sub-division of each Existing Ordinary Share into one ordinary share of one penny nominal value ("Post-Rights Issue Ordinary Shares") and one Deferred Share with very limited rights of nine pence nominal value each (the "Capital Reorganisation"). The Capital Reorganisation and allotment of shares in respect of the Rights Issue were approved by the shareholders at a general meeting of the Group held on 27 May 2014 in order to implement the Capital Refinancing Plan. Following completion of the Placing and Rights Issue, the number of Post-Rights Issue Ordinary Shares in issue was 5,293,860,091. In addition 690,294,608 Deferred Shares were in issue.
Share Consolidation
On 24 October 2014, the Group announced the sub-division and consolidation of every 50 of the Post-Rights Issue Ordinary Shares into one new ordinary share (each a "New Ordinary Share") in order to reduce the number of shares in issue (the "Share Capital Reorganisation"). The share consolidation exercise was structured so as to retain the nominal value of one penny each per New Ordinary Share, which allows the Group to retain the flexibility which a lower nominal value provides.
The Share Capital Reorganisation exercise consisted of :
· a sub-division of each Post-Rights Issue Ordinary Shares of one penny each into one intermediate ordinary share of 1/50 pence each and one second class deferred share ("Second Class Deferred Share") of 49/50 pence each;
· immediately thereafter, a consolidation of every 50 intermediate ordinary shares of 1/50 pence each into one New Ordinary Share of one penny each;
· the aggregation of fractional entitlements resulting from the consolidation (where any individual shareholding were not exactly divisible by 50) into New Ordinary Shares and the sale of such aggregated fractional entitlements in the market after the Share Capital Reorganisation became effective;
· the amendment of the Company's Articles to set out the rights and restrictions attaching to the Second Class Deferred Shares; and
· the amendment of the rules of the share schemes to reflect the impact of the Capital Refinancing Plan and the Share Capital Reorganisation in relation to the calculation of dilution limits under those share schemes.
The Share Capital Reorganisation was approved by shareholders at a general meeting on 12 November 2014 and became effective on 13 November 2014. Immediately prior to the approval of the Share Capital Reorganisation by shareholders, the Group issued 15 Post-Rights Issue Ordinary Shares such that the total number of shares of the Company in issue was exactly divisible by 50.
19. Share Capital (continued)
Share capital reorganisation movements
The table below illustrates the analysis of share capital as a result of both capital reorganisations.
Ordinary Shares
| No of shares | Nominal Price per share | £'000 |
Opening balance 28 December 2013 | 684,352,165 | 0.10 | 68,435 |
Cash generated through exercises under the Group share schemes1 | 1,108,705 | 0.10 | 111 |
Cash generated through exercise of share warrants1 | 4,833,738 | 0.10 | 483 |
Closing balance pre Capital Refinancing Plan (as at 27 May 2014) | 690,294,608 | 0.10 | 69,029 |
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Capital reorganisation on 27 May 2014 - sub-division of shares2 | 690,294,608 | 0.01 | 6,902 |
Placing shares3 | 13,676,149 | 0.01 | 137 |
Rights issue3 | 4,589,889,334 | 0.01 | 45,899 |
Closing balance post-rights issue | 5,293,860,091 | 0.01 | 52,938 |
Cash generated through exercises under the Group share schemes | 28,744 | 0.01 | - |
Allotment of shares to effect share consolidation | 15 | 0.01 | - |
Closing balance pre Share Capital Reorganisation | 5,293,888,850 | 0.01 | 52,938 |
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Capital reorganisation on 12 November 2014 - sub-division of shares (creation of intermediate ordinary shares of 1/50 pence each and Second Class Deferred Shares)4 | 5,293,888,850 |
0.0002 |
1,059 |
Share consolidation (of every 50 intermediate ordinary shares into 1 New Ordinary Share) 5 | 105,877,777 | 0.01 | 1,059 |
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Closing balance 3 January 2015 | 105,877,777 | 0.01 | 1,059 |
Deferred Shares
| No of shares | Nominal price per share | £'000 |
Opening balance 28 December 2013 | - | - | - |
Capital reorganisation on 27 May 2014 - sub-division of existing ordinary shares2 | 690,294,608 | 0.09 | 62,126 |
Closing balance 3 January 2015 | 690,294,608 | 0.09 | 62,126 |
Second Class Deferred Shares6
| No of shares | Nominal price per share | £'000 |
Opening balance 28 December 2013 | - | - | - |
Capital Reorganisation on 12 November 2014 - sub-division and consolidation of shares4 | 5,293,888,850 | 0.0098 | 51,880 |
Closing balance 3 January 2015 | 5,293,888,850 | 0.0098 | 51,880 |
Preference Shares
| No of shares | Nominal price per share | £'000 |
Opening balance 28 December 2013 and Closing Balance 3 January 2015 | 1,105,600 | 1.00 | 1,106 |
1 Share scheme option and share warrant exercises generated a net cash inflow of £658,000 (refer to cash flow statement). Issue of share capital generated £594,000 and issue of share premium generated £64,000 (refer Note 20).
2 In total generated 690,294,608 shares at £69,029,461. Capital reorganisation occurred whereby each Existing Ordinary Share of 10p nominal value was subdivided into one Post-Rights Issue Ordinary Share of 1p and one Deferred Share of 9p.
3 The Group's Capital Refinancing Plan raised gross proceeds of £2,325,000 through a placing of 13,676,149 Placing Shares at a placing price of 17p and £137,697,000 through the issue of 4,589,889,334 new ordinary shares (on the basis of a 6.52 for 1 rights issue) at 3p per Rights Issue Ordinary Share. This raised gross proceeds of £140,022,000 (refer to the cash flow statement for further details). Placing proceeds of £2,325,000 were generated from the issue of share capital of £137,000 and share premium of £2,188,000 (refer to Note 20). Rights issue proceeds of £137,697,000 generated comprised the issue of share capital £45,899,000 and share premium £91,798,000 (refer to Note 20).
4 Prior to the Share Capital Reorganisation, the Group sub-divided each existing ordinary shares of one penny each into one intermediate ordinary share of 1/50 pence each and one Second Class Deferred Share of 49/50 pence each.
5Consolidation of every 50 Post-Rights Issue Ordinary Shares 5,293,888,850 in total into 1 resulting in the creation of 105,877,777 new Ordinary Shares.
6 The Deferred Shares created on the Capital Reorganisation becoming effective will have no voting or dividend rights and, on a return of capital on a winding up, will have no valuable economic rights. No share certificates have been issued in respect of the Deferred Shares.
19. Share Capital (continued)
In summary:
| 3 January 2015 £'000 | 28 December 2013 £'000 |
Issued |
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Ordinary Shares |
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105,877,777 ordinary shares of 1p each (28 December 2013: 684,352,165 ordinary shares of 10p each) | 1,059 | 68,435 |
Total ordinary shares | 1,059 | 68,435 |
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Deferred Shares |
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690,294,608 deferred shares of 9p each | 62,126 | - |
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Second Class Deferred Shares |
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5,293,888,850 deferred shares of 0.98p each | 51,880 | - |
Total Deferred Shares and Second Class Deferred Shares | 114,006 | - |
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Preference Shares |
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756,000 13.75% Cumulative Preference Shares of £1 each | 756 | 756 |
349,600 13.75% 'A' Preference Shares of £1 each | 350 | 350 |
Total preference shares | 1,106 | 1,106 |
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Total issued share capital | 116,171 | 69,541 |
The Group has only one class of ordinary shares which has no right to fixed income. All the Preference Shares carry the right, subject to the discretion of the Group to distribute profits, to a fixed dividend of 13.75% and rank in priority to the ordinary shares. Given the discretionary nature of the dividend right, the preference shares are considered to be equity under IAS 32.
As disclosed in our 2013 Annual Report the Directors were advised that certain distributions made on the 13.75% Cumulative Preference Shares and 13.75% 'A' Preference Shares in financial years ending 28 December 2013, 29 December 2012 and 31 December 2011 and in the period ended June 2012 had been made without fully complying with the relevant requirements of the Companies Act 2006.
At the Group's Annual General Meeting on 27 June 2014 and at reconvened meetings of the holders of 13.75% Cumulative Preference Shares and 13.75% 'A' Cumulative Preference Shares held on 16 July 2014, a special resolution was approved to ratify the dividend payments and as a result the Group and Directors have been released of any obligation associated with the breach of the Companies Act 2006 in respect of these dividends.
Share warrants
The Company has issued share warrants over 12.5% of its issued share capital to lenders (with 5.0% issued 28 August 2009, 2.5% issued 24 April 2012 and 5.0% issued 21 September 2012). All of the share warrants have an exercise price of 10p and expire 30 September 2017. The warrant instruments will be settled by the Company delivering a fixed number of ordinary shares and receiving a fixed amount of cash in return and so qualify as equity under IAS 39. The Binomial Option pricing model was used to assess the fair value of the share warrants issued in the financial year that they were issued.
During the period, 4,833,738 ordinary shares of 10p each were issued following the exercise of share warrants, generating £483,374 of cash for the Group.
Each of the placing and rights issue forming part of the Capital Refinancing Plan and the Share Capital Reorganisation constituted an "Adjustment Event" for the purposes of the warrants, as a result of which the number of warrants were adjusted pursuant to adjustment provisions in the respective Warrants Instruments governing their terms. 39,359,979 warrants were outstanding prior to the announcement of the Capital Refinancing Plan. In accordance with the terms of the Warrants, the Adjustment Event resulted in each warrant giving the holder the right to subscribe for 7.6689949 ordinary shares at an exercise price of £0.03949 per share. The warrants were subsequently further adjusted following the Share Capital Reorganisation. As a consequence, the number of warrants outstanding at the balance sheet date was 30,359,979 with each warrant giving the holder the right to subscribe for 0.1533799 ordinary shares at an exercise price of £1.9745 per share.
20. Share Premium
| 3 January 2015 £'000 |
Opening balance 28 December 2013 | 502,829 |
Share premium generated under the Group savings related share option scheme1 | 64 |
Placing shares2 | 2,188 |
Rights issue2 | 91,798 |
Capitalised costs associated with raising new capital | (9,181) |
Fractional shares3 | 4 |
Total movement | 84,873 |
Closing balance 3 January 2015 | 587,702 |
1 Share option and share warrant exercises generated a net cash inflow of £658,000 (refer cash flow statement). Issue of share capital generated £594,000 (refer Note 19) and issue of share premium generated £64,000.
2 The Group's Capital Refinancing Plan raised gross proceeds of £2,325,000 through a placing of 13,676,149 new placing shares at a placing price of 17p and £137,697,000 through the issue of 4,589,889,334 new ordinary shares (on the basis of a 6.52 for 1 rights issue) at 3p per Rights Issue Ordinary Share (refer Note 19). This in total generated a capital injection of £140,022,000 (refer to cash flow statement). Proceeds from the placing shares of £2,325,000 were generated from the issue of share capital of £137,000 (refer Note 19) together with share premium of £2,188,000. Rights issue proceeds of £137,697,000 were generated from the issue of share capital £45,899,000 (refer Note 19) and share premium of £91,798,000.
3 As a result of the Share Capital Reorganisation exercise (refer Note 19); where an individual shareholding was not exactly divisible by 50, the Share Capital Reorganisation generated an entitlement to a fraction of a New Ordinary Share. Fractional entitlements were aggregated to form whole New Ordinary Shares which were sold in accordance with the relevant provisions of the Company's Articles of Association resulting in proceeds of £4,000. Under relevant regulatory provisions, the Group was not required to distribute the net proceeds of such a sale to the relevant shareholders and as a result of the disproportionate costs of doing so the Board determined that it was not in the Group's best interest to do so and those proceeds were instead retained for the benefit of the Group. Refer to the cash flow statement.
As detailed in Note 19, the Group completed its Capital Refinancing Plan on 23 June 2014. The costs associated with raising new equity amounted to £9.2 million and have been recognised against share premium.
At the Group's Annual General Meeting on 27 June 2014, a special resolution was approved to initiate a process to reduce the Group's share premium account by £275 million which was subsequently effected.
The Group has lodged a petition with the Court of Session seeking approval of the reduction of the Group's share premium account of £275 million to eliminate the accumulated deficit on the profit and loss account and create distributable reserves for the Group going forward.
21. Notes to the Cash Flow Statement
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| Restated1,2 |
| Notes | 3 January 2015 £'000 | 28 December 2013 £'000 |
Operating profit/(loss) |
| 10,713 | (245,678) |
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Adjustments for exceptional items: |
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Non cash exceptional items: |
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Impairment of publishing titles | 7 | 21,568 | 202,427 |
Write-down of print presses3 | 7 | 2,667 | 63,695 |
Write-down in carrying value of assets held for sale | 7 | 300 | 4,671 |
Exceptional protection fund contribution | 7 | 2,038 | 6,347 |
Exceptional refinancing bonus | 7 | 3,911 | - |
Exceptional legal and other professional fees | 7 | - | 3,989 |
Exceptional redundancy costs | 7 | 7,320 | 24,444 |
Cash exceptional items: |
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Exceptional legal and other professional fees |
| (1,169) | (2,820) |
Exceptional redundancy costs |
| (17,210) | (6,624) |
Exceptional protection fund contribution | 7,18 | (2,718) | - |
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Adjustments for non cash items: |
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Amortisation of intangible assets |
| 194 | 209 |
Depreciation charges |
| 5,306 | 7,497 |
Charge for share-based payments |
| 907 | 507 |
Profit on disposal of property, plant and equipment |
| (1,979) | (1,266) |
Pensions administrative expenses |
| 837 | - |
Currency differences |
| (34) | (148) |
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Operating items before working capital changes: |
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Net pension funding contributions - cash | 18 | (14,450) | (8,366) |
Movement in long-term provisions |
| 613 | 499 |
Cash generated from operations before workings capital changes |
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18,814 |
49,383 |
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Working capital changes: |
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Decrease in inventories |
| 2 | 305 |
(Increase)/decrease in receivables |
| (2,528) | 4,753 |
Decrease in payables |
| (9,970) | (296) |
Cash generated from operations after working capital changes |
| 6,318 | 54,145 |
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Adjustment for one-off items: |
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Net pension funding contributions |
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Annual contribution | 18 | 6,300 | 5,700 |
Pension protection fund contribution | 18 | 4,239 | 1,500 |
S75 debt | 18 | 1,268 | - |
Property disposals | 18 | 456 | 1,166 |
Irish title disposals | 18 | 1,280 | - |
Plan expenses | 18 | 907 | - |
One-off adjustment - net pensions funding contributions | 18 | 14,450 | 8,366 |
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Redundancy costs |
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Non cash exceptional redundancy costs | 7 | (7,320) | (24,444) |
Cash exceptional redundancy costs |
| 17,210 | 6,624 |
One-off adjustment - redundancy costs |
| 9,890 | (17,820) |
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Termination of News International printing contract | 7 | - | (10,000) |
Cash generated from operations after working capital changes and adjustment for one-off items |
| 30,658 | 34,691 |
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Adjustments for one-off items: |
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Net pensions funding contributions |
| (14,450) | (8,366) |
Redundancy costs |
| (9,890) | 17,820 |
Termination of News International printing contract |
| - | 10,000 |
Cash generated from operations |
| 6,318 | 54,145 |
1 The adoption of IAS19R and an incorrect over accrual has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section and Note 18 for further details.
2.Comparative income statement information has been restated to show the Republic of Ireland business as a discontinued operation due to its disposal on 1 April 2014.
3. Includes £1,500,000 relating to the Sheffield property which has a redundant press hall in its basement and £1,167,000 of redundant assets
in Score Press Limited (2013: £63,695,000 relates to write down of the presses).
21. Notes to the Cash Flow Statement (continued)
Cash and cash equivalents (which are presented as a single class of assets on the face of the Statement of Financial Position) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less.
22. Post Balance Sheet Events
There were no material post balance sheet events requiring disclosure.
Related Shares:
Johnston Press PLC