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Interim Results

4th Aug 2016 07:00

RNS Number : 1998G
Johnston Press PLC
04 August 2016
 



 

JOHNSTON PRESS PLC

INTERIM RESULTS FOR THE 26 WEEK PERIOD ENDED 2 JULY 2016

 

Strong circulation performance from the acquisition of the i newspaper, and improving volume trends across regionals, helps partially offset challenging advertising trading conditions.

Johnston Press plc ("the Group"), one of the leading local media groups in the UK, announces its unaudited interim results for the 26 week period ended 2 July 2016. The Group and sector has continued to experience challenging advertising trading conditions during the period, although the second quarter prior to the referendum over membership of the European Union showed signs of improvement.

 

The Group achieved adjusted EBITDA for the period of £25.5m, with cost savings substantially mitigating revenue declines.

 

Whilst the Board is encouraged by the improved Q2 performance in several parts of the business, overall performance for the 26 week period ended 2 July 2016 was marginally below the Board's expectations. In light of the added market uncertainty following the referendum vote, the Company is now focused on revenue and cost measures to maintain margins and minimise the impact of a difficult trading environment.

 

Headlines1:

 

Strategic:

The company's four strategic priorities are: grow overall audience (strong digital growth and reducing print decline), make a success of the acquisition of the i newspaper, transform the editorial and sales operations to be more efficient, and strengthen the balance sheet through disposals and pension deficit reduction.

 

Audience Growth: Digital audience grew by 22.4% to an average monthly audience of 24.4m in H1 16 (H1 15: 19.9m). Print audience decline rates improved from Q1, with Weeklies now down 10.9% year on year (as at July 2) a 1.3% improvement on the ytd run rate, with regional dailies improving their run rate 0.5% to -13.6% (as at 2 July) with key titles i up 10.5% (2 July) year on year, The Yorkshire Post down 9.8% and The Scotsman down 10.9%. Circulation revenue increased £0.9m (2.3%) to £38.4m following the acquisition of the i newspaper during the period.

Acquisition of the i newspaper: Acquired on 10 April for £24.0m, the average daily circulation of the i grew from 270,182 in the month prior to acquisition to 294,223 in June (ABC audited), an increase of 8.9% with a further increase expected in July. We have grown market share in the quality daily segment from 18.0% to 20%. inews.co.uk launched on 14 April achieved 1.65m weekly page views in the week commencing 26 June and is regularly achieving over 1m page views per week.

Continued transformation: H1 was focused on the bedding in of the Newsroom of the Future programme and the launch of 19 new fully responsive websites and mobile apps for our priority titles, with encouraging audience results across print and digital. Fundamental changes to our advertising business (the Salesforce of the Future programme) has seen the cessation of some low margin commercial digital product offerings and other low margin accounts moved from the field into the Media Sales Centre (which has shown 0.4% revenue growth year on year in Q2), the broader revenue benefits of which should be seen in H2.

Disposals: The sale of our titles on the Isle of Man for £4.25m, which we announced on 4 July 2016, and which is the first in our programme of disposals, is nearing completion, with further announcements expected soon (see 'Strategic progress' and 'Disposals' below).

 

Financial:

Revenue: Improved underlying revenue decline to 4.7% in Q2 (14.5% Q1), benefiting from the i acquisition and slight improvement in underlying run rate. Total adjusted revenues of £113.9m (H1 15: £126.1m) reflect a decline of 9.7% for the period. Digital publishing advertising excluding classified increased 1.6% to £9.3m.

Operating profit: Adjusted operating profit of £22.0m declined by £4.0m as cost savings of £8.6m substantially mitigated revenue declines.

Profit before tax: Adjusted profit before tax of £12.3m; Statutory loss of £183.7m is substantially as a result of a non-cash impairment of £183.6m (£216.9m gross, net of some £40.3m deferred tax) reflecting a change of assumptions on the publishing titles and print assets.

Debt: Net debt reduced to £137.7m (from £146.1m at 2 January 2016) and includes a mark to market gain on the fair value of the bond of £38.4m. Excluding mark-to-market movements, our net debt has increased from £179.4m at 2 January 2016 to £209.4m at 2 July 2016 following the acquisition of the i newspaper.

Pensions: The IAS19 pensions deficit reduced to £23.2m with increased liabilities more than offset by improved asset valuations.

 

Financial Summary

£ million

Continuing Operations - Adjusted1

Continuing Operations - Statutory

2016

2015

Change

2016

2015

Change

26 weeks

26 weeks

%

26 weeks

26 weeks

%

Revenue

113.9

126.1

(9.7)

114.2

128.9

(11.4)

EBITDA

25.5

29.2

(12.5)

(207.7) 2

25.4

n/a

Operating profit/(loss)

22.0

26.0

(15.5)

(211.4)

22.2

n/a

Profit/(loss) before tax

12.3

16.8

(27.0)

(183.7) 2

2.2

n/a

Impairment net of tax

n/a

n/a

n/a

(183.6) 2

-

n/a

Net Debt

209.43

183.33

14.2

137.7

183.1

(24.8)

Earnings per share

9.34p

12.82p4

(27.1)

(140.56)p

1.36p5

n/a

1 The results are presented on a continuing adjusted basis which excludes the following items: mark-to-market gain on the Group's bond, restructuring costs, impairment of intangible assets, items related to the defined benefit pension plan, non-cash share based payment costs, trading and write downs relating to the closure of titles and digital operations, one off legal costs and disposal gains.

2 The Statutory results for H1 '16 include an impairment charge of £216.9m on publishing titles and £6.9m on presses (including property). The deferred tax benefit on the impairment of titles amounts to £40.3m.

3 Adjusted net debt and financing costs are stated excluding fair value mark to market valuation adjustments on the bonds.

4 Adjusted EPS presented above has been calculated using the closing weighted average number of ordinary shares (105.3) million) at 2 July 2016. This excludes shares held by the company's employee benefit trust of 0.6 million (0.6 million 4 July 2015).

5 The Statutory figures presented represent both basic and diluted earnings per share for H1.

 

Strategic progress

 

The Group continues to seek to transform the business in line with the four strategic priorities: grow overall audience (strong digital growth and reducing print decline), make a success of the acquisition of the i newspaper, transform the editorial and sales operations to be more efficient, and strengthen the balance sheet through disposals and pension deficit reduction.

 

1. Grow overall audiences:

Having completed the implementation of Newsroom of the Future, which has improved circulation rates in our primary titles, helped grow traffic to our websites (up 22.4%) and increased social media traffic (up 60% yoy), we have now gone live with the Salesforce of the Future transformation programme which, after an initial period of disruption, aims to increase customer count, forward order book and average order value and improve digital sell through whilst either stopping or reducing the cost to serve of low margin activity. These strategic initiatives, along with the acquisition of the i newspaper in April and the proposed disposals, are part of the Group's plan to rebalance the portfolio in favour of growing audiences, advertisers and geographies, with more stable revenues and greater opportunities for growth, in order to further deleverage the business.

 

Our digital audience grew by 22.4% to an average monthly audience, excluding the inews.co.uk website, of 24.4m in H1 16 (H1 15: 19.9m) and to 24.8m unique users in June 2016 including inews.co.uk (June '15: 19.8m). Our total audience (across print and digital) in the same month was 32.7m, up 8.0% year on year. 

 

2. Acquisition of the i

We completed the acquisition of the i newspaper on 10 April 2016. Daily print sales reached 318,189 on 1 July while the audited figures show circulation of 309,990 on Saturday 25 June, a growth of 24% versus the corresponding issue last year, whilst the month as whole was up 7.2% year on year. July audited figures ('ABCs') are expected to show a continued positive trend.

 

inews.co.uk launched on 14 April, reached 50,000 unique users on average per day in June and achieved 3.4m page views over the month. It continues to see steady growth in audiences, with more than 600,000 unique browsers in its first month, growing to 1.2 million in June and reaching 1.65 million in the last week of June.

 

3. Transform the Editorial and Sales Operations

Revenue trends - grow digital and rebalance portfolio

Q2 evidenced improved underlying revenue decline rates to 4.7% in Q2 (14.5% Q1), benefiting from the i acquisition and slight improvement in underlying run rate. Total adjusted revenues of £113.9m (H1 15: £126.1m) reflect a decline of 9.7% for the period. Digital publishing advertising excluding classified increased 1.6% to £9.3m with continued growth in 1XL and Google AdWords sales and a better performance in Q2 (+3.3%) than Q1. 

 

Advertising revenues fell by 17.9% in Q1 but improved marginally with a 15.0% decline in Q2 despite the impact of the run up to, and uncertainty following the result of the EU referendum in June. Relative weakness in digital growth reflects the discontinuation of low margin digital business and the short term disruption resulting from a move to growing profitable digital revenues out of the Media Sales Centre, for example with a new Mobile only digital tele-sales team.

 

Print advertising revenues excluding classifieds declined 4.4% in Q2 (7.7% excluding the i). For the half year, the decline was 10.3% year on year, (reflecting a 15.6% fall in Q1). Classified advertising including employment, properties, motors and other advertising fell by 28.2%. Total digital advertising now represents 21.2% of total advertising.

 

In line with the plan to increase the proportion of revenue from circulation, the acquisition of the i newspaper, has resulted in an increase in circulation revenue of £0.9m (2.3%) to £38.4m with its performance offsetting declines in pre-existing titles.

 

The printing business continues to perform well with revenues for the period up 6.3%.

 

Operating costs

Adjusted operating costs of £88.3m (excluding depreciation and amortisation) were reduced by £8.6m, including the i newspaper's operating costs, reflecting the need to balance tight cost control with investment in the business.

 

Profitability

Adjusted profit before tax of £12.3m declined by £4.5m with cost savings substantially mitigating revenue declines. The statutory loss includes an asset impairment charge of £183.6m net of deferred tax (gross £223.9m) on publishing titles and print assets reflecting the current trading performance, reduced long term growth rates, increased discount rate and the requirement to allocate all head office costs to the cash generating units.

 

4. Strengthen the balance sheet

Disposals

Having announced the intention to sell selected assets including the £4.25m disposal of the Isle of Man operations, the Group is actively exploring opportunities for the disposal of further assets. Further announcements will be made in due course.

 

Debt

Net debt of £137.7m includes a mark to market valuation gain of £38.4m for the period.

Net debt (excluding mark to market) was £209.4m having acquired the i in April for initial cash consideration of £22.0m. Cash flow from operations for the period before payments for LTIPs and i acquisition costs was £8.6m. Net cash at the period end was £10.6m.

 

Pensions

The IAS19 pensions deficit has reduced slightly to £23.2m at period end with increased liabilities arising from a reduced discount rate being more than offset by both improved asset valuations particularly on the State Street Liability Driven Investment Portfolio hedged fund and contributions paid.

 

Other matters

 

Board changes

On 26 April 2016 we announced Mark Pain's intention to step down as a Non-Executive Director. He will leave the Board on 31 August 2016. From 1 September 2016 Camilla Rhodes will become Senior Independent Director and Mike Butterworth will become Chairman of the Audit Committee.

 

Outlook

The Group is making strong strategic progress in what continues to be a challenging advertising trading environment. It is too early to assess the impact of the vote to leave the European Union on revenues, with local display advertising outside London showing resilience in some markets and weakness in others. The classified advertising markets (increasingly a less significant part of the portfolio), especially jobs and property, is looking challenged. Offsetting this is strong circulation performance from the i, and improved run rates from the rest of the portfolio, especially within the priority titles focused on more ABC1 audiences.

 

Overall audience growth is encouraging and our new 'We Are Digital' initiative to drive greater social and mobile traffic is the first step to greater monetisation in these areas. The i has, under our ownership increased circulation significantly and advertising revenue run rates are improving (following an initial dip during the transition). Sharing of content and ideas between the i and the rest of the JP portfolio is increasing.

 

The implementation of Salesforce of the Future is our priority for H2. Having transferred low yielding accounts to a more efficient cost-to-serve telesales model, being handled out of our Media Sales Centre, our field sales staff have now been comprehensively trained in new products, equipped with new hardware and software, allocated new territories, supported with new marketing collateral and incentivised to grow higher-yielding customer accounts.

 

In addition to this top-line Salesforce of the Future drive to improve revenue performance and the We Are Digital drive to increase monetisable traffic, we will continue to keep a tight control on costs through H2.

 

 

Ashley Highfield, Chief Executive, commented:

"The acquisition of the i newspaper in April was transformational for Johnston Press. Since the acquisition we have increased circulation considerably, using the extensive JP distribution network, and continued to grow market share. Perhaps more significantly, owning the i newspaper is enabling us to present the whole JP portfolio, and the 1XL digital advertising network, to media buying agencies and clients afresh. Further, we have started to see significant content sharing between the i and the rest of the portfolio.

 

The market continues to be challenging and uncertainty surrounding the outcome of the Brexit negotiations has caused further softness in some segments of the advertising market, in June and July.

 

Nevertheless, we are focused on our strategy of increasing overall audiences, maximising opportunities for the i, maintaining tight cost control and rebalancing our portfolio. In that respect, we are nearing completion of the disposal of our Isle of Man newspaper group for £4.25 million and are well advanced in negotiations for further divestments.

 

The divestment plans, alongside the strategic implementation of key initiatives such as Salesforce of the Future, will put Johnston Press on a stronger footing for the future, focusing on key geographies, audiences segments and higher yielding advertisers, and will enable us to continue to reduce debt levels and cut financing costs further and prepare the business for refinancing due by 2019." 

 

For further information please contact:

 

Johnston Press

Ashley Highfield, Chief Executive Officer

David King, Chief Financial Officer

 

020 7612 2601

020 7612 2602

Bell Pottinger

Dan de Belder

 

020 3772 2561

 

 

Investor presentation and audio/webcast: A presentation for analysts and live audio/webcast will be held at 9.00am on Thursday 4 August 2016 at Bell Pottinger, Holborn Gate, 330 High Holborn, London, WC1V 7QD.

Webcast link: https://secure.emincote.com/client/johnston_press/johnston005

 

A replay will be available after 2.00pm on the Group website www.johnstonpress.co.uk 

 

Please see the conference call dial in details below:

Number: +44 20 3059 8125 (no password required)

 

The announcement for the 26 week period ended 2 July 2016 will be available at www.johnstonpress.co.uk/investors.

 

Statutory and adjusted basis

In the Interim Management Report, performance is stated on a continuing adjusted basis to provide a more meaningful comparison of the Group's performance taking account of the closure of businesses and other non-trading items. The adjusted results aim to demonstrate the performance of the Group without the volatility created by non-recurring items, restructuring charges in respect of cost reduction measures and accounting items such as the impairment of intangible assets, pension finance and administrative expenses, the impact of fair value changes on the value of the bond and the impact of tax legislation changes. A reconciliation between the statutory and the adjusted results is provided under Non-GAAP measures within this financial information.

 

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. 

 

Market abuse regulation

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

 

 

 

Interim management report for the 26 week period ended 2 July 2016

 

Introduction

This Financial Review provides commentary on the Group's adjusted performance for the 26 week period ended 2 July 2016 (2015: 26 weeks). Unless otherwise stated, all figures and growth rates presented are adjusted. A reconciliation of statutory to adjusted figures is detailed in Non-GAAP measures.

 

Results for the 26 week period ended 2 July 2016

Adjusted

2016

26 weeks

£m

2015

26 weeks

£m

change

£m

Change5

%

Newspaper sales

38.4

37.5

0.9

2.3%

Contract printing

6.6

6.2

0.4

6.3%

Print advertising excluding classified¹

32.0

35.7

(3.7)

(10.3%)

Digital advertising excluding classified

9.3

9.1

0.2

1.6%

41.3

44.8

(3.5)

(7.9%)

Classified and other advertising²

23.9

33.4

(9.5)

(28.2%)

Total Advertising revenue

65.2

78.2

(13.0)

(16.6%)

Leaflet, syndication and other revenue

3.7

4.2

(0.5)

(11.9%)

Total revenues

113.9

126.1

(12.2)

(9.7%)

Operating costs3

(88.3)

(96.9)

(8.6)

(8.9%)

EBITDA4

25.5

29.2

(3.7)

(12.5%)

Depreciation and amortisation

(3.6)

(3.2)

0.4

12.6%

Operating profit6

22.0

26.0

(4.0)

(15.5%)

Operating profit margin

19.3%

20.6%

 

¹ Includes local and national display, transactional revenues, DKB and Enterprise revenues

² Includes the former classified advertising categories of employment, property, motors, features, entertainment and other classified.

³ Operating costs include cost of sales and are stated before depreciation and amortisation.

4 EBITDA is earnings before interest, tax, depreciation and amortisation. Figure is based on unrounded numbers.

5 The % change variance has been calculated based on unrounded numbers.

6 Operating profit figures are based on unrounded numbers.

 

Revenue

Total adjusted revenues of £113.9 million (4 July 2015: £126.1 million) reflect a decline of 9.7% for the period with a 14.5% decline in Q1 and, benefiting from the i acquisition and a slightly reduced underlying decline, 4.7% in Q2. Excluding the i, Q2 revenues were down 13.5% (Q1 down 14.4%).

 

The table below provides a break-down of advertising by category including performance by quarter:

 

Advertising category performance

2016

26 weeks

£m

2015

26 weeks

£m

Change £m

H1 change %

Q1 change %

Q2 change %

Display - local & national

25.0

28.2

(3.2)

(11.3%)

(15.8%)

(5.9%)

Transaction revenues¹

14.4

15.1

(0.7)

(4.6%)

(9.9%)

0.4%

DKB & Enterprise²

1.9

1.5

0.4

22.8%

23.8%

21.8%

Print and digital publishing advertising

41.3

44.8

(3.5)

(7.9%)

(12.5%)

(2.8%)

Classified and other advertising

23.9

33.4

(9.4)

(28.2%)

(25.4%)

(31.2%)

Total Advertising revenue3

65.2

78.2

(13.0)

(16.6%)

(18.0%)

(15.0%)

Print publishing advertising

32.0

35.7

(3.7)

(10.3%)

(15.5%)

(4.4%)

Digital publishing advertising

9.3

9.1

0.2

1.6%

(0.2%)

3.3%

Print and digital publishing advertising

41.3

44.8

(3.5)

(7.9%)

(12.5%)

(2.8%)

 

¹ Includes Public Notices, Births, Marriages & Deaths & i Announce.

² Enterprise includes partnership revenues, readers holidays and other B2B services.

3 Advertising revenue figures are based on unrounded numbers.

 

Advertising revenues fell by 16.6%, following a 18.0% decline in Q1 and 15.0% in Q2. Digital publishing advertising (excluding classified) grew 1.6% to £9.3 million with continued strong growth in 1XL and Google AdWords sales. Print revenues excluding classifieds declined 10.3% year on year, 15.6% in Q1 and 4.4% in Q2. Classified advertising including employment, properties, motors and other fell by 28.4%. Total digital advertising now represents 21.2% of total advertising.

 

Newspaper sales

Newspaper sales revenues have improved by 2.3% year-on-year, after including revenues generated from the recently acquired i newspaper title.

 

Contract printing

Contract print revenues were £6.6 million in the first half of the year, a slightly improved performance on the prior year. The Group has benefited from the additional revenues generated from the four-title print contract with Express Newspapers, which the Group commenced printing in July 2015.

 

Leaflets, syndication and other revenues

Leaflets, syndication and other revenues (which include events, reader offers and waste sales) declined £0.5 million period on period, which can be attributed a reduction in a number of events and other non-core activities.

 

Gross margin and operating profit

The Group achieved operating profit of £22.0 million in the first half (4 July 2015: £26.0 million), a reduction of 15.5% on the prior period. The trading conditions have remained difficult, with cost mitigations going some way to reduce the overall operating profit decline.

 

The Group continues to balance the need for investment in digital and journalism with cost savings. Operating costs (excluding depreciation and amortisation) but including the additional costs of the i, were reduced to £88.3 million, a £8.6 million year-on-year reduction. The depreciation charge rose to £3.7 million, increasing by £0.7 million year-on-year. Savings were made across all parts of the business including production, editorial, sales and overheads.

 

The tight management of costs has allowed us to maintain a robust underlying operating margin for the first half at 19.3% (4 July 2015: 20.6%).

 

Taxation

Corporation tax for the interim period is credited at 19.7% (4 July 2015: charged at 21.5%, 2 January 2016: credited at 295.2%), including deferred tax. In the prior periods, the effective tax rate is higher than the nominal rate, due to the timing of deferred tax movements (Note 6).

 

The tax credit of £35.7 million in the period includes £39.1 million of deferred tax credit arising on the impairment of the Group's publishing titles in the period, of £216.9 million, calculated at an 18% tax rate (Note 9).

 

Earnings per share and dividends

A reconciliation of statutory to adjusted earnings per share is detailed within adjusting items.

 

The provisions of the Group's bond restrict the Company's ability to pay dividends on the Company's ordinary shares 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 declared for the period.

 

Preference share dividends of £0.1 million were approved on 18 May 2016 and paid on 30 June 2016 based on the directors consideration of distributable reserves available at the time. Following continued difficult trading conditions and Brexit impacting discount rates, a further review of the valuation of intangibles has been undertaken resulting in a significant impairment and the extinguishment of distributable reserves. As a result, unless distributable reserves are created, preference share dividends will not be payable at the year end.

 

Reconciliation of statutory and adjusted results

Adjusted operating profit of £22.0 million (4 July 2015: £26.0 million, 2 January 2016: £49.0 million) has been calculated after adjusting for revenue and cost of sales for closed titles and digital brands. Adjustments made to operating costs include restructuring, impairment and other non-trading related costs. The prior year interim included an adjustment to remove Letterbox direct delivery operation which was outsourced during 2015, this adjustment is no longer required.

 

 

Statutory to adjusted reconciliation of operating (loss)/profit

2016

26 weeks

£m

2015

26 weeks

£m

Statutory operating (loss)/profit

(211.4)

22.2

Closed titles, Digital brands, Motors and other revenue adjustments

(0.1)

(0.5)

Pensions

0.7

1.0

Restructuring costs

5.2

2.4

Impairment of publishing titles, print presses and assets held for sale

223.8

-

i acquisition costs

1.7

-

Other

2.1

0.9

Adjusted operating profit

22.0

26.0

 

 

For the purpose of reconciling to the Group's previous revenue reporting, the table presents the historic revenue presentation.

 

2016

26 weeks

£m

2015

26 weeks

£m

change

£m

H1 change %

Advertising revenue

Print

51.4

63.0

(11.6)

(18.4%)

Digital

13.8

15.2

(1.4)

(9.2%)

Total advertising revenue

65.2

78.2

(13.0)

(16.6%)

Non advertising revenue

Newspaper sales

38.4

37.5

0.9

2.3%

Contract printing

6.6

6.2

0.4

6.3%

Other

3.7

4.2

(0.5)

(11.9%)

Total other revenue

48.7

47.9

0.8

1.7%

Total continuing revenue

113.9

126.1

(12.2)

(9.7%)

 

Finance income and costs

Net finance costs were £9.7 million in the period, an increase of £0.5 million year-on-year. The prior year net finance costs, included the benefit of a £0.7m dividend income from the Press Association, which has not been repeated in the current period. Cash finance costs excluding investment income and exceptionals have reduced by £0.2 million year-on-year following the Group's bond buy-back (Note 5).

 

 

Net financing costs¹

2016

26 weeks

£m

2015

26 weeks

£m

Change

£m

Interest on bond

(9.5)

(9.7)

0.2

Interest on bank overdrafts and loans

(0.2)

(0.2)

-

Amortisation of term debt issue costs

(0.1)

(0.1)

Investment income

0.1

0.8

(0.7)

Total net operating finance costs

(9.7)

(9.2)

(0.5)

 

¹ Finance costs exclude the bond mark to market, pension finance costs and exceptional finance charges.

 

In the period, an adjustment to the value of the bond resulted in a fair value gain to the income statement of £38.4 million compared to a £9.3 million fair value loss in the comparative period (Note 5b).

 

Reconciliation of statutory net debt to net debt excluding mark-to-market

2016

26 weeks

£m

2015

26 weeks

£m

 2015

52 weeks

£m 2

Outstanding principal amount

220.0

225.0

225.0

Bond repurchase

-

-

(5.0)

Cash and cash equivalents

(10.6)

(41.7)

(40.6)

Net debt excluding mark-to-market

209.4

183.3

179.4

Mark-to-market on Bond1

(67.3)

4.3

(29.0)

Bond discount (net)

(4.4)

(4.5)

(4.4)

Statutory net debt

137.7

183.1

146.1

 

1 Mark-to-market on bond represents movement in valuation from inception. The fair value gain for the period from 2 January 2016 to 2 July 2016 amounted to £38.4m (26 weeks 2015: £9.3 million loss, 52 weeks 2015: £23.9 million gain).

2 Statutory net debt is calculated on unrounded numbers.

 

Cash flow/Net debt

The Group's net debt was £209.4 million on 2 July 2016 reflecting the acquisition of the i on 10 April 2016, and excludes mark-to-market on the bond and bond discounts totalling £71.7 million. In the period, a £38.4 million fair value movement gain has been recognised. The net debt after mark-to-market adjustments was £137.7 million. Refer table above for a reconciliation between Statutory net debt and net debt excluding mark-to-market (Note 12).

 

Cash generated from operations of £3.2 million is after payment of a £3.9 million LTIP payment to senior managers, (excluding executive Directors), the cash for which was raised in 2014, £1.5 million of i acquisition costs and pension contributions of £4.7 million.

 

Cash held at 2 July 2016 was £10.6 million, with the reduction from the year end largely due to the acquisition of the i and weaker cash flow from the underlying trading performance. The Group continues to maintain tight control of working capital and capital expenditure with £3.2 million having been spent on asset purchases (4 July 2015: £4.3 million, 2 January 2016: £7.8 million) offset by £1.8 million received from non-essential asset sales (4 July 2015: £0.7 million, 2 January 2016: £2.3 million) (Note 16).

 

Cash interest paid in the first half was £9.7 million (4 July 2015: £9.9 million, 2 January 2016: £19.7 million).

 

In addition to the agreement for the disposal of the Group's assets in the Isle of Man announced on 4 July 2016, the group is actively exploring opportunities for the disposal of further assets, with the aim of reducing net debt. We will consider opportunities to repurchase bonds as they arise where financially attractive to do so.

 

Net asset position

At the period end, the Group had net assets of £112 million, a decrease of £147 million on the prior year due to a significant impairment charge at the interim period offset in part by movements in the market value of the bond (£38.4 million).

 

Liquidity and going concern

At the period end, the Group had gross debt of £220 million, cash on balance sheet of £10.6 million, and the Group has access to a £25 million revolving credit facility (RCF) which was undrawn at the half-year, and remains undrawn. The Group's bond (Senior Secured notes) has a five year maturity due 1 June 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. With this in mind, following the acquisition of the i and in anticipation of future assets disposals, the Group will seek to review the Revolving Credit Facility (Super Senior facility) with its lenders, to ensure it continues to meet the needs of the business.

 

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.

 

Asset impairment

The carrying value of assets is reviewed for impairment at least annually or more frequently if there are indications that they might be impaired. In light of the difficult trading conditions that have continued into the first half of 2016, and the resulting fall in adjusted operating profit of £4.1 million, the Group has determined that it is prudent to write-down the carrying value of certain assets by c.£224 million. The impairment charge on publishing titles and print assets reflects the current trading performance, reduced long term growth rates, increased discount rate and the requirement to allocate central costs to all cash generating units. The write-down reduces the asset carrying value of publishing units to £259 million (excluding the i) and print assets to £20 million. Refer to Note 9 and 11 in the financial statements.

 

Pensions

The Group's defined benefit pension plan deficit has decreased by £3.8 million, from the year-end, to £23.2 million reflecting contributions in the period of £4.7 million. As a result of movements in the discount rate, which worsened post the vote to leave the European Union (Brexit vote), the discount rate has been reduced from 3.75% to 2.85%, increasing liabilities by £57.7 million. However, gains on asset valuations of £61.5 million on the liability driven investment portfolio (LDI) hedged fund were recognised, offsetting the movement in liabilities.

 

No changes were made to the demographic assumptions which were revised at the 2 January 2016 year-end following its pension study and changes in the Scheme Rules entitling the Group to participate in any surplus when the scheme closes. The Group has committed to annual contributions of £10 million in 2016.

 

The Pension Framework Agreement and the required level of contributions are subject to review as part of the 31 December 2015 triennial valuation which is currently underway (Note 13).

 

Acquisition and disposals

On 11 April 2016 the Group completed the acquisition of the business and certain assets of the i newspaper from Independent Print Limited. i is a UK national daily newspaper providing concise quality editorial content, and was named National Newspaper of the Year in 2015 at the industry's News Awards. The total purchase consideration is £24 million, of which £22 million was settled in cash on completion and a further £2 million will be settled in cash on 20 April 2017.

 

On 4 July 2016 the Group announced it had entered into an agreement for the sale of its titles on the Isle of Man to Tindle Newspapers Ltd, the UK based publisher, for £4.25 million in cash, following a competitive tender process. The disposal comprises the Isle of Man Examiner, Isle of Man Courier, Manx Independent and www.iomtoday.co.im. The disposal will be effected by the sale of the Company's subsidiary Isle of Man Newspapers Limited.

 

Events after balance sheet date

Refer to Note 19 for details of significant post balance sheet events.

 

Related party transactions

Related party transactions are disclosed in Note 18.

 

There have been no material changes in the related party transactions described in the last annual report.

 

Principal risks and uncertainties

There are a number of potential risks and uncertainties which have been identified by the business that could have a material impact on the Group's long-term performance.

 

The following significant market risks are important to the overall performance of the Group, and the Group has no control over these risk factors. The Directors consider the most significant market risks include changes in gross domestic product and unemployment rates, levels of property transactions, new car sales and consumer confidence, and public sector spending.

 

The directors do not consider that the principal risks and uncertainties have changed since the publication of the annual report for the 52 week period ended 2 January 2016. However, the Brexit vote has introduced a further level of uncertainty. This affects risks over which it has no control, and those which it seeks to manage and mitigate. A detailed explanation of the risks summarised below, and information about how the Group seeks to mitigate the risks can be found on pages 21 to 22 of the annual report are available at http://www.johnstonpress.co.uk/investors/reports-results-presentations.

 

Further reductions in print advertising 

Print advertising revenues could decline at a faster rate due to further migration of customer spending to online media and a lack of consumer confidence in some of the markets in which we operate. Consumer and advertiser confidence may be affected by the Brexit vote.

 

Newsprint price and supply risk 

Although paper prices have fallen over the course of the past 12 months future price rises represent a risk to the Group in terms of both supply and pricing of newsprint which, after staff costs, is the largest single expense incurred by the business. Sterling has seen a marked reduction in value relative to the Euro and other currencies in recent weeks and paper prices will rise as a result of these currency movements.

 

Failure to monetise increased readership of our content on websites and mobile devices 

This is an industry issue. On-line advertising rates are lower and it is difficult to charge for accessing news on-line because free alternatives exist.

 

Pension deficit funding

The Group Defined Benefit pension scheme is currently in deficit leaving the Group responsible for potential shortfalls, in particular driven by sustained low interest rates. Reductions in interest rates following the Brexit vote will cause pension liabilities to rise.

 

Business opportunities constrained by debt

The Group continues to operate with greater than optimal levels of gearing, hence continued reduction of debt over time remains a priority. However, this focus could lead to missed revenue opportunities if insufficient funds are left available for investment.

 

Business change

The Group is implementing its new sales model which may cause disruption during the transition, and a reduction in short term revenues.

 

Adequacy of Human Resources

Like most organisations there is an element of dependency on certain key individuals in the Group.

 

Lifestyle and technology changes affect newspaper circulations

Newspaper circulations continue to decline due to increased availability of news through alternative media channels and changing reader habits.

 

Slowdown in rate of digital growth and reduction in advertising rates for mobile

The Group experienced strong growth in its digital income streams in recent years. The rate of growth could slow down if customers seek alternative routes to audiences served. The industry as a whole has seen a shift towards accessing digital content through mobile devices which generally attract lower advertising rates than the rates achieved for desktop devices.

 

Responsibility statement

 

The directors confirm that to the best of our knowledge:

 

(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

 

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

 

(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

 

By order of the Board,

 

 

 

 

 

Ashley Highfield

Chief Executive Officer

4 August 2016

David King

Chief Financial Officer

4 August 2016

 

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.

 

 

Address of Registered office

Johnston Press plc,

Orchard Brae House

30 Queensferry Road

Edinburgh

EH4 2HS

 

 

Group income statement for the 26 week period ended 2 July 2016

 

 

Notes

26 weeks ended

2 July 2016

£'000

26 weeks ended

4 July 2015

£'000

52 weeks ended

2 January 2016

£'000

Continuing operations

Revenue

3

114,193

128,871

245,089

Cost of sales

(71,743)

(70,827)

(140,612)

Gross profit

42,450

58,044

104,477

Operating expenses

(29,993)

(35,802)

(68,216)

Impairment and write downs

(223,870)

-

(35,234)

Total operating expenses

(253,863)

(35,802)

(103,450)

Operating (loss)/profit

3

(211,413)

22,242

1,027

Financing

Investment income

4

60

762

854

Net finance expense on pension liabilities/assets

5a

(457)

(1,504)

(2,933)

Change in fair value of borrowings

5b

38,366

(9,333)

23,918

Finance costs

5c

(10,271)

(9,987)

(19,973)

Total net financing income/(costs)

27,698

(20,062)

1,866

(Loss)/profit before tax

(183,715)

2,180

2,893

Tax credit/(charge)

6

35,743

(674)

8,538

(Loss)/profit from continuing operations

(147,972)

1,506

11,431

Net loss from discontinued operations¹

-

(2)

-

Consolidated (loss)/profit for the period

(147,972)

1,504

11,431

 

1 Republic of Ireland business is reported as a discontinued operation due to its disposal on 1 April 2014.

 

The accompanying notes are an integral part of these financial statements. The comparative period is for the 26 week period ended 4 July 2015.

 

Notes

26 weeks ended

2 July 2016

£'000

26 weeks ended

4 July 2015

£'000

52 weeks ended

2 January 2016

£'000

From continuing and discontinued operations

Earnings per share (p)

Earnings (£m)

7

(148,048)

1,430

11,279

Weighted average number of shares (m)

7

105,326

105,273

105,281

Basic

(140.56)

1.36

10.71

Diluted

(140.56)

1.36

10.71

From continuing operations

Earnings per share (p)

Earnings (£m)

7

(148,048)

1,428

11,279

Weighted average number of shares (m)

7

105,326

105,273

105,281

Basic

(140.56)

1.36

10.71

Diluted

(140.56)

1.36

10.71

 

 

Consolidated statement of comprehensive income for the 26 week period ended 2 July 2016

 

 

Notes

Revaluation reserve

Translation

reserve

Retained

earnings

 

Total

£'000

£'000

£'000

£'000

Loss for the period

-

-

(147,972)

(147,972)

Items that will not be reclassified subsequently to profit or loss :

Actuarial gain on defined benefit pension schemes (net of tax)

13

-

-

(375)

(375)

-

-

(148,347)

(148,347)

Items that may be reclassified subsequently to profit or loss :

Revaluation adjustment

(2)

-

(33)

(35)

Exchange differences on translation of foreign operations1

-

(46)

-

(46)

Deferred tax on exchange differences

-

-

-

-

(2)

(46)

(33)

(81)

Total comprehensive loss for the period

(2)

(46)

(148,380)

(148,428)

 

1 Movements in the translation reserve relate to the translation of interests in dormant Irish subsidiaries.

 

Consolidated statement of comprehensive income for the 26 week period ended 4 July 2015

 

Revaluation reserve

Translation

reserve

Retained

earnings

 

Total

Notes

£'000

£'000

£'000

£'000

Profit for the period

-

-

1,504

1,504

Items that will not be reclassified subsequently to profit or loss :

Actuarial loss on defined benefit pension schemes (net of tax)

13

-

-

995

995

-

-

2,499

2,499

Items that may be reclassified subsequently to profit or loss :

Revaluation adjustment

-

-

-

-

Exchange differences on translation of foreign operations1

-

(283)

-

(283)

Deferred tax on exchange differences

-

-

-

-

-

(283)

-

(283)

Total comprehensive (loss)/profit for the period

-

(283)

2,499

2,216

 

1 Movements in the translation reserve relate to the translation of interests in dormant Irish subsidiaries.

 

Consolidated statement of comprehensive income for the 52 week period ended 2 January 2016

 

Revaluation reserve

Translation

reserve

Retained

earnings

 

Total

Notes

£'000

£'000

£'000

£'000

Profit for the year

-

-

11,431

11,431

Items that will not be reclassified subsequently to profit or loss :

Actuarial gain on defined benefit pension schemes (net of tax)

13

-

-

57,648

57,648

-

-

69,079

69,079

Items that may be reclassified subsequently to profit or loss :

Revaluation adjustment

(2)

-

-

(2)

Exchange differences on translation of foreign operations1

-

(245)

-

(245)

Deferred tax on exchange differences

-

-

(10,956)

(10,956)

(2)

(245)

(10,956)

(11,203)

Total comprehensive (loss)/profit for the year

(2)

(245)

58,123

57,876

 

1 Movements in the translation reserve relate to the translation of interests in dormant Irish subsidiaries.

 

 

Consolidated statement of changes in equity for the 26 week period ended 2 July 2016

 

 

 

Share capital

Share premium

Share-based payments reserve

 

 

Revaluation reserve

Own shares

 

 

Translation reserve

 

 

Retained earnings

 

 

 

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Opening balances

116,171

312,702

6,963

1,731

(3,582)

9,320

(184,290)

259,015

Total comprehensive loss for the period

-

-

-

(2)

-

(46)

(148,380)

(148,428)

Recognised directly in equity :

Dividends (Note 8)

-

-

-

-

-

-

(76)

(76)

Provision for share-based payments (Note 15)

-

-

1,029

-

-

-

-

1,029

Options exercised

-

-

(14)

-

14

-

-

-

Release of SBP reserve for expired share schemes1

-

-

(554)

-

-

-

554

-

Release of own shares2

-

-

-

-

251

-

(251)

-

Net change directly in equity

-

-

461

-

265

-

227

953

Total movements

-

-

461

(2)

265

(46)

(148,153)

(147,475)

Equity at end of the period

116,171

312,702

7,424

1,729

(3,317)

9,274

(332,443)

111,540

 

1 On lapse of schemes balances are released to distributable reserves.

2 Revaluation of own shares reserve to reflect the weighted average price of shares purchased.

 

Consolidated statement of changes in equity for the 26 week period ended 4 July 2015

 

Share capital

Share premium

Share-based payments reserve

Revaluation reserve

Own shares

Translation reserve

Retained earnings

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Opening balances

116,171

587,702

13,780

1,733

(5,206)

9,565

(523,764)

199,981

Total comprehensive (loss)/profit for the period

-

-

-

-

-

(283)

2,499

2,216

Recognised directly in equity :

Dividends (Note 8)

-

-

-

-

-

-

(76)

(76)

Share capital reduction1

-

(275,000)

-

-

-

-

275,000

-

Provision for share-based payments (Note 15)

-

-

802

-

-

-

-

802

Options exercised

-

-

(339)

-

348

-

-

9

Purchase of own shares

-

-

-

-

(895)

-

-

(895)

Net change directly in equity

-

(275,000)

463

-

(547)

-

274,924

(160)

Total movements

-

(275,000)

463

-

(547)

(283)

277,423

2,056

Equity at end of the period

116,171

312,702

14,243

1,733

(5,753)

9,282

(246,341)

202,037

 

1 During 2015 the Group reduced its share premium by £275,000,000 increasing distributable reserves.

 

Consolidated statement of changes in equity for the 52 week period ended 2 January 2016

 

 

 

Share capital

Share premium

Share-based payments reserve

 

 

Revaluation reserve

Own shares

 

 

Translation reserve

 

 

Retained earnings

 

 

 

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Opening balances

116,171

587,702

13,780

1,733

(5,206)

9,565

(523,764)

199,981

Total comprehensive (loss)/profit for the year

-

-

-

(2)

-

(245)

58,123

57,876

Recognised directly in equity :

Dividends (Note 10)

-

-

-

-

-

-

(152)

(152)

Provision for share-based payments (Note 17)

-

-

2,188

-

-

-

-

2,188

Share capital reduction1

-

(275,000)

-

-

-

-

275,000

-

Performance share plan exercised

-

-

(321)

-

321

-

-

-

Company share option plan exercised

-

-

-

-

17

-

-

17

Deferred bonus plan exercised

-

-

(18)

-

18

-

-

-

Purchase own shares

-

-

-

-

(895)

-

-

(895)

Release of SBP reserve for expired share schemes2

-

-

(8,666)

-

-

-

8,666

-

Release of own shares3

-

-

-

-

2,163

-

(2,163)

-

Net change directly in equity

-

(275,000)

(6,817)

-

1,624

-

281,351

1,158

Total movements

-

(275,000)

(6,817)

(2)

1,624

(245)

339,474

59,034

Equity at end of the year

116,171

312,702

6,963

1,731

(3,582)

9,320

(184,290)

259,015

 

1 During 2015 the Group reduced its share premium by £275,000 increasing distributable reserves.

2 On lapse of schemes balances are released to distributable reserves.

3 Revaluation of own shares reserve to reflect the weighted average price of shares purchased.

 

 

Consolidated balance sheet

 

26 weeks to

2 July 2016

26 weeks to

4 July 2015

52 weeks to

2 January 2016

Notes

£'000

£'000

£'000

Non-current assets

Goodwill

-

85

-

Intangible assets

9

286,072

515,258

479,047

Property, plant and equipment

11a

42,789

53,457

52,713

Available for sale investments

970

970

970

Interests in associates

-

22

-

Trade and other receivables

2

1

2

329,833

569,793

532,732

Current assets

Assets classified as held for sale

11b

1,811

937

82

Inventories

2,110

2,173

2,383

Trade and other receivables

34,356

37,748

31,628

Current tax asset

1,178

-

247

Cash and cash equivalents

10,593

41,687

40,564

50,048

82,545

74,904

Total assets

379,881

652,338

607,636

Current liabilities

Trade and other payables

39,222

45,672

44,549

Current tax liabilities

-

1,397

-

Retirement benefit obligation

13

10,166

6,489

10,016

Short-term provisions

1,849

1,703

1,835

51,237

55,261

56,400

Non-current liabilities

Borrowings

12

148,254

224,771

186,619

Retirement benefit obligation

13

13,001

80,574

16,946

Deferred tax liabilities

49,296

81,969

84,196

Trade and other payables

3,345

3,873

819

Long-term provisions

3,208

3,853

3,641

217,104

395,040

292,221

Total liabilities

268,341

450,301

348,621

Net assets

111,540

202,037

259,015

Equity

Share capital

14

116,171

116,171

116,171

Share premium account

312,702

312,702

312,702

Share-based payment reserve

15

7,424

14,243

6,963

Revaluation reserve

1,729

1,733

1,731

Own shares

(3,317)

(5,753)

(3,582)

Translation reserve

9,274

9,282

9,320

Retained earnings

(332,443)

(246,341)

(184,290)

Total equity

111,540

202,037

259,015

 

 

Consolidated cash flow statement

 

26 weeks to

26 weeks to

52 weeks to

2 July 2016

4 July 2015

2 January 2016

Notes

£'000

£'000

£'000

Cash flows from operating activities

Cash generated from operations

16

3,189

24,983

41,025

Income tax

-

(816)

Cash used in discontinued operations

-

(212)

-

 

Net cash inflow from operating activities

3,189

24,771

40,209

Investing activities

Interest received

60

59

148

Dividends received

-

703

706

Proceeds on disposal of intangible fixed assets

90

-

-

Proceeds on disposal of property, plant and equipment

720

117

200

Proceeds on disposal of assets held for sale

1,007

628

2,139

Acquisition of publishing titles

(22,000)

(60)

(67)

Expenditure on digital intangible assets

(353)

(1,096)

(1,705)

Expenditure on property, plant and equipment

(2,882)

(3,246)

(6,084)

Sale of investment in associates

-

-

10

Disposal proceeds and investing activities of discontinued operations

(37)

-

(46)

Net cash used in investing activities

(23,395)

(2,895)

(4,699)

Financing activities

Dividends paid¹

(76)

(228)

(304)

Interest paid

(9,689)

(9,890)

(19,658)

Repayment of bond

-

-

(4,900)

Purchase of own shares

-

(888)

(895)

Financing fees

-

-

(25)

Settlement of share schemes

-

-

19

Net cash used in financing activities

(9,765)

(11,006)

(25,763)

Net (decrease)/increase in cash and cash equivalents

(29,971)

10,870

9,747

Cash and cash equivalents at beginning of period

40,564

30,817

30,817

Cash and cash equivalents at end of period

10,593

41,687

40,564

 

1 In 2015 the Group settled preference dividends relating to 2014 and 2015. 2014 dividends were accrued at the end of 2014.

 

Notes to the condensed set of financial statements for the 26 week period ended 2 July 2016

 

1. General information

The condensed financial information for the 26 weeks to 2 July 2016 does not constitute statutory accounts for the purposes of Section 434 of the Companies Act 2006 and has not been audited. No statutory accounts for the period have been delivered to the Registrar of Companies. This interim financial report (Interim Report) constitutes a dissemination announcement in accordance with Rule 6.3 of the Disclosure and Transparency Rules of the United Kingdom Listing Authority.

 

The condensed financial information in respect of the 52 weeks ended 2 January 2016 has been produced using extracts from the statutory accounts for this period. Consequently, this does not constitute the statutory information (as defined in section 434 of the Companies Act 2006) for the 52 weeks ended 2 January 2016, which was audited. The statutory accounts for this period have been filed with the Registrar of Companies. The auditor's report was unqualified and did not contain a statement under Sections 498 (2) or 498 (3) of the Companies Act 2006.

 

The next annual financial statements of the Group for the 52 weeks to 31 December 2016 will be prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS"). The condensed set of financial statements included in this Interim Report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'. The financial information in this Interim Report has been prepared in accordance with the recognition and measurement criteria of IFRS and the disclosure requirements of the Listing Rules and Disclosure and Transparency Rules. The auditor has reviewed the financial information in this Interim Report and their report is set out after the notes to the consolidated financial statements

 

The Interim Report was approved by the Directors on 4 August 2016 and is being made available to shareholders on the same date on the Company's website at www.johnstonpress.co.uk.

 

2. Accounting policies

Basis of preparation

The interim financial information has been prepared on the historical cost basis, except for the revaluation of certain properties, pension balances and financial instruments including borrowings. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.

 

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this Interim Report. Accordingly, the unaudited condensed consolidated interim financial statements have been prepared on a going concern basis (discussed further in the Financial Review) and under the historical cost basis 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.

 

Basis of accounting

The financial statements have been prepared on the basis of the significant accounting policies set out in the financial statements for the 52 week period ended 2 January 2016 with the exception of the adoption of new or amended standards and interpretations in the current year as follows:

 

New and amended IFRS's endorsed and adopted for the 26 week period ended 2 July 2016

Accounting standard

Requirements

Impact on financial statements

Annual improvements to IFRSs 2012-2014 cycle

IFRS 5, 'Non-current assets held for sale and discontinued operations' regarding methods of disposal

Clarifies treatment when an asset (or disposal group) is reclassified from 'held for sale' to 'held for distribution', or vice versa, such that this does not constitute a change to a plan of sale or distribution, and does not have to be accounted for as such.

Minor - revisions taken into consideration when applying standards - refer to held for sale note.

IFRS 7, 'Financial instruments: Disclosures'

Amendments relate to Servicing contracts - if an entity transfers a financial asset to a third party under conditions that allow the de-recognition of an asset, IFRS 7 requires disclosure of all types of continuing involvement in the transferred assets. Additional disclosures are not required for interim periods.

None - no asset de-recognitions have taken place in the period.

IAS 19, 'Employee benefits'

Clarifies that when determining the discount rate for obligations, the currency that liabilities are denominated in is important and considers the availability of corporate bond rates such that where there is no active market government bonds should be used.

None - pension obligations relate to UK obligations where an active market exists.

IAS 34, 'Interim financial reporting'

The amendment clarifies what is meant by the reference in the standard to 'information disclosed elsewhere in the interim financial report'. It further amends IAS34 to require a cross-reference from the interim financial statements to the location of that information.

Minor - cross references between various parts of the document is clear and specific.

Narrow scope amendments

Amendments to IFRS 10 'Consolidated financial statements' and IAS28 'Investments in associates' on Investment entities: Applying the consolidation exemption*

· Exception from preparing consolidated financial statements is available to intermediate parent entities which are subsidiaries of investment entities where the investment entity parent measures its subsidiaries at fair value.

· Subsidiaries which act as an extension of an investment entity should be consolidated.

· Equity accounting for investments in associates and joint ventures - policy choice.

None - no structural complexity giving rise to consideration of these technical changes.

Amendment to IFRS 11 'Joint arrangements' on accounting for acquisition of interest in joint operations

This amendment provides specific guidance on accounting for the acquisition of an interest in a joint operation that is a business.

 

None - not applicable.

Amendments to IAS 16 'Property, plant and equipment' and IAS 38 'Intangible assets' on clarification of acceptable methods of depreciation and amortisation

Prohibits revenue-based depreciation methods and generally presumes that such methods are an inappropriate basis for amortising intangible assets.

None - refer Note 9 - Intangible Assets and Note 11a - Property, Plant and Equipment.

Amendments to IAS 27 'Separate financial statements' on equity method in separate financial statements

Allows entities to use the equity method to account for investment in subsidiaries, joint ventures and associates in their separate financial statements.

None - not applicable.

Amendments to IAS 1 'Presentation of financial statements' - Disclosure Initiative

Amendments clarify guidance on materiality and aggregation, presentation of sub-totals, the structure of financial statements and disclosure of policies. Encourages companies to apply professional judgement in determining what information to disclose in their financial statements and how it may improve clarity or disclosure more generally.

Minor - requirements considered in relation to the financial information overall.

* Not yet EU endorsed.

 

There are numerous standards which have a mandatory application date of on or after 1 January 2017 and are not yet EU endorsed. The details of these changes will be further assessed during the course of the year and disclosed in the annual financial statements. The most significant changes include amendments to IAS 12 'Income taxes', 'Recognition of deferred tax assets for unrealised losses' and amendments to IAS 7 'Cashflow statements' Disclosure initiative.

 

More significant changes are proposed for application in 2018 covering IFRS 9 'Financial Instruments and IFRS 15 'Revenue from contracts with customers' and in 2019, IFRS 16 'Leases. The impacts of the changes in these standards have not yet been assessed. The changes are not yet EU endorsed.

 

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.

 

Valuation of publishing titles on acquisition

The Group's policies require that a fair value at the date of acquisition be attributed to the publishing titles owned by each acquired entity. The Group's management uses its judgement to determine the fair value attributable to each acquired publishing title taking into account the consideration paid, the earnings history and potential of the title, any recent similar transactions, industry statistics such as average earnings multiples and any other relevant factors.

 

The publishing titles are considered to have indefinite economic lives due to the historic longevity of the brands and the ability to evolve the brands in the changing media environment.

 

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 that are set out in Note 28 of the 2 January 2016 financial statements, and are amended to take account of estimated levels of share vesting and exercise.

 

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.

 

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, print presses and other intangible assets

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. A £216.9 million impairment loss has been recognised for the period ended 2 July 2016 (2 January 2016: £35.2 million) in relation to publishing titles. The carrying value of publishing titles at 2 July 2016 was £283.5 million (2 January 2016: £476.4 million).

 

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 11a).

An impairment charge of £5.4 million has been recognised for the period ended 2 July 2016 (2 January 2016: nil).

 

A £1.5 million write-down on assets held for sale was charged in the period (2 January 2016: nil) (Note 11b).

 

Details of the impairment reviews that the Group performs in relation to other intangible assets are provided in Note 9. No additional charge is considered necessary for the interim period (2 January 2016: £1.6 million accelerated depreciation/amortisation charge was taken in relation to digital intangible assets).

 

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. 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 based on standard base table adjusted to reflect specific conclusions and conditions based on a study of the actual scheme members.

 

Details of the assumptions used to determine the liability at 2 July 2016 are set out in Note 13.

 

3. Business segments

Information reported to the Group's Chief Executive for the purposes of resource allocation and assessment of segment performance is focused on the two operating segments of Publishing (in print and online) and Contract Printing. These are the only two operating segments of the Group.

 

a) Segment revenues and results

 

Publishing

Contract printing

Eliminations

Group

26 week period ended 2 July 2016

£'000

£'000

£'000

£'000

Revenue

Print advertising

51,398

-

-

51,398

Digital advertising

14,177

-

-

14,177

Newspaper sales

38,375

-

-

38,375

Contract printing

-

6,643

-

6,643

Other

3,125

475

-

3,600

Total external sales

107,075

7,118

-

114,193

Inter-segment sales1

-

12,511

(12,511)

-

Total revenue

107,075

19,629

(12,511)

114,193

Operating loss

Net segment result

(207,501)

(3,912)

-

(211,413)

Investment income

60

Net finance expense on pension liabilities/assets

(457)

Change in fair value of borrowings2

38,366

Net finance costs

(10,271)

Loss before tax

(183,715)

Tax

35,743

Consolidated loss after tax for the period

(147,972)

 

1Inter segment sales are charged at prevailing market prices.

2 Relates to changes in fair value of hedges.

 

Publishing

Contract printing

Eliminations

Group

 

26 week period ended 4 July 2015

£'000

£'000

£'000

£'000

 

Revenue

 

Print advertising

64,112

-

-

64,112

Digital advertising

16,527

-

-

16,527

Newspaper sales

37,557

-

-

37,557

Contract printing

-

6,247

-

6,247

Other

3,564

864

-

4,428

Total external sales

121,760

7,111

-

128,871

Inter-segment sales1

-

16,008

(16,008)

-

Total revenue

121,760

23,119

(16,008)

128,871

Operating profit

Net segment result

21,212

1,030

-

22,242

Investment income

762

Net finance expense on pension liabilities/assets

(1,504)

Change in fair value of borrowings2

(9,333)

Net finance costs

(9,987)

Profit before tax

2,180

Tax

(674)

Profit after tax for the period - continuing operations

1,506

Loss after tax for the period - discontinued operations

(2)

Consolidated profit after tax for the period

1,504

 

1Inter segment sales are charged at prevailing market prices.

2 Relates to changes in fair value of hedges.

 

Publishing

Contract printing

Eliminations

Group

52 week period ended 2 January 2016

£'000

£'000

£'000

£'000

Revenue

Print advertising

119,607

-

-

119,607

Digital advertising

31,719

-

-

31,719

Newspaper sales

72,461

-

-

72,461

Contract printing

-

12,627

-

12,627

Other

7,568

1,107

-

8,675

Total external sales

231,355

13,734

-

245,089

Inter-segment sales1

-

30,182

(30,182)

-

Total revenue

231,355

43,916

(30,182)

245,089

Operating (loss)/profit

Segment result

(1,829)

2,856

-

1,027

Investment income

854

Net finance expense on pension liabilities/assets

(2,933)

Change in fair value of borrowings2

23,918

Net finance costs

(19,973)

Profit before tax

2,893

Tax

8,538

Consolidated profit after tax for the period

11,431

 

1Inter segment sales are charged at prevailing market prices.

2Relates to changes in fair value of hedges.

 

The accounting policies of the reportable segments are the same as the Group's accounting policies described in the Group's annual consolidated financial statements for the 52 weeks to 2 January 2016. Segment result represents the profit earned by each segment, investment income, finance costs (including in relation to pension assets and liabilities) and income tax expense. Publishing and printing business are reported to the Group's Chief Executive for the purposes of resource allocation and assessment of performance.

 

The Group, in common with the rest of the publishing industry, is subject to the main holiday periods of Easter, summer and Christmas as well as school and bank holidays. Since these fall across both half years, the Group's financial results are not usually subject to significant seasonal variations from year to year.

 

b) Segment assets

 

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Assets

Publishing

349,867

620,123

574,975

Contract printing

30,013

32,215

32,661

Total segment assets

379,880

652,338

607,636

Consolidated total assets

379,880

652,338

607,636

 

For the purposes of monitoring segment performance and allocating resources between segments, the Group's Chief Executive monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments and unless specifically part of contract printing are allocated to publishing with the exception of available-for-sale investments and derivative financial instruments.

 

c) Other segment information

 

26 weeks to 2 July 2016

26 weeks to 4 July 2015

52 weeks to 2 January 2016

Publishing

Contract printing

Group

Publishing

Contract printing

Group

Publishing

Contract printing

Group

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Additions to property, plant and equipment

2,798

84

2,882

2,698

548

3,246

5,837

247

6,084

Depreciation expense¹

2,909

810

3,719

1,758

1,242

3,000

6,403

1,965

8,368

Impairment of property, plant and equipment and assets held for sale

1,537

5,391

6,928

-

-

-

-

-

-

Impairment of intangibles

216,942

-

216,942

-

-

-

35,234

-

35,234

 

¹Includes amortisation of digital intangible assets (Note 9), depreciation charge on property plant and equipment (Note 11a) and depreciation charge on assets classified as held for sale (Note 11b).

 

 

4. Investment income

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Income from available for sale investments1

-

703

706

Interest receivable

60

59

148

60

762

854

1 Dividends received from Press Association recognised as available for sale investments. Dividend received on sale of a division.

 

5. Finance costs

a) Net finance expense on pension (liabilities)/assets

2 July 2016

4 July 2015

2 January 2016

 

Note

£'000s

£'000

£'000

 

Interest on assets

8,733

8,389

16,771

 

Interest on liabilities

(9,190)

(9,893)

(19,704)

 

Net finance expense on pension liabilities/assets

13

(457)

(1,504)

(2,933)

 

b) Fair value adjustment

In the period the fair value movement on the 8.625% Senior Secured Bond due 2019 results in a gain of £38.4 million in the period (4 July 2015 £9.3 million loss; 2 January 2016 £23.9 million gain) (Note 12).

 

c) Finance costs

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Interest on bond

(9,488)

(9,703)

(19,296)

Interest on bank overdrafts and loans

(199)

(187)

(374)

Amortisation of term debt issue costs

(97)

(97)

(194)

Financing fees

-

-

(109)

Total operational finance costs

(9,784)

(9,987)

(19,973)

Exceptional refinancing fees1

(487)

-

-

Total finance costs

(10,271)

(9,987)

(19,973)

1 Exceptional refinancing fees charged in the period relate to VAT on 2014 refinancing fees.

 

6. Tax

The tax (credit)/charge comprises:

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Current tax

Corporation tax (credit)/charge

(867)

75

200

Adjustment in respect of prior periods

(64)

253

(626)

Total current tax (credit)/charge

(931)

328

(426)

Deferred tax

Total deferred tax (credit)/charge

(34,812)

346

(8,112)

Total tax (credit)/charge for the period

(35,743)

674

(8,538)

Reconciliation of tax (credit)/charge

%

%

%

Standard rate of corporation tax

(20.0)

20.3

20.3

Tax effect of items that are not deductible or not taxable in determining taxable profit

0.3

 

0.4

(10.7)

Unrecognised deferred tax assets

-

-

(0.1)

Prior period adjustment

-

2.3

(21.6)

Prior period adjustment in respect of bond accounting

-

-

38.2

Adjustment for change in rate

0.1

-

(316.9)

Effect of other tax rates

(0.1)

(1.5)

(4.2)

Tax (credit)/charge rate

(19.7)

21.5

(295.2)

 

Corporation tax for the interim period is credited at 19.7% (4 July 2015: charged at 21.5%, 3 January 2015: credited at 295.2%), including deferred tax, this represents the best estimate of the average annual effective tax rate expected for the full year, applied to the pre-tax income of the six month period.

 

The basic rate tax applied for the 2016 period is 20.0% (2015: 20.25%). The prior year rate of 20.25% was a blended rate due to the tax rate of 21% in effect for the first quarter of 2015, changing to 20% from 1 April 2015 under the 2013 Finance Act.

 

Legislation was introduced in the UK Budget 2016 to reduce the main rate of corporation tax by a further 1% to 17% from 1 April 2020. The impact of the deferred tax re-measurement should be recorded when the legislation is substantively enacted for IFRS purposes. We expect the Finance Bill to be substantively enacted in September 2016. As this is after the Interim balance sheet date, adjustment is not required for the purposes of the estimated annual effective tax rate.

 

The tax credit in the period includes £39.1 million of deferred tax credit arising on the impairment of £216.9 million on the Groups publishing titles in the period, calculated at an 18% tax rate (Note 9).

 

7. Earnings per share

The calculation of earnings per share is based on the following profits/(losses) and weighted average number of shares:

 

Continuing and discontinued operations

 

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Earnings

(Loss)/profit for the period

(147,972)

1,506

11,431

Preference dividend1

(76)

(76)

(152)

(Loss)/earnings for the purposes of diluted earnings per share

(148,048)

1,430

11,279

 

000's

000's

000's

Number of shares

Weighted average number of ordinary shares for the purpose of basic (loss)/earnings per share2

105,326

105,273

105,281

 

Pence

Pence

Pence

(Loss)/Earnings per share (p)

Basic

(140.56)

1.36

10.71

Diluted3

(140.56)

1.36

10.71

 

Continuing operations

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Earnings

(Loss)/profit for the period

(147,972)

1,504

11,431

Preference dividend1

(76)

(76)

(152)

Earnings for the purposes of diluted earnings per share

(148,048)

1,428

11,279

 

000's

000's

000's

Number of shares

Weighted average number of ordinary shares for the purpose of basic earnings per share and diluted earnings per share2

105,326

105,273

105,281

Pence

Pence

Pence

(Loss)/earnings per share (p)

Basic

(140.56)

1.36

10.71

Diluted3

(140.56)

1.36

10.71

 

1 In line with IAS 33, the preference dividend and the number of preference shares are excluded from the calculation of earnings per share.

2 The weighted average number of ordinary shares are shown excluding share held by the Employee Benefit Trust.

³ 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.

 

Based on the current share price awards under the Company's share schemes and warrants representing a total of 20,122,000 shares which are currently outstanding will not vest or crystalise and no dilution from these warrants or awards is reflected.

 

8. Dividends

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Amounts recognised as distributions in the period

Preference dividends paid

76

76

152

 

 

Pence

Pence

Pence

Dividend paid per share

Preference

6.88

6.88

13.75

 

There were no ordinary dividends proposed but not paid or included in the accounting records in either of the comparative periods shown. Refer to Note 14 for additional explanations of resolutions made in respect of dividends on preference shares.

 

9. Intangible assets

Publishing titles

Digital intangible assets

Total

s

£'000

£'000

£'000

Cost

At 2 January 2016

1,149,190

4,718

1,152,908

Additions

10

24,000

353

24,353

Disposals

-

(216)

(216)

At 2 July 2016

1,173,190

4,855

1,178,045

Accumulated impairment losses and amortisation

At 2 January 2016

672,795

2,066

637,861

Amortisation for the period

-

386

386

Disposals

-

(216)

(216)

Impairment losses for the period

216,942

-

216,942

At 2 July 2016

889,737

2,236

891,973

Carrying amount

At 2 January 2016

476,395

2,762

479,047

At 2 July 2016

283,453

2,619

286,072

 

The carrying amounts of the publishing titles by cash generating unit (CGU) is as follows:

 

2 January 2016

Impairments

Additions

2 July 2016

£'000

£'000

£'000

£'000

Scotland

52,127

(4,982)

-

47,145

North

194,958

(99,418)

-

95,540

Northwest

46,300

(31,532)

-

14,768

Midlands

109,109

(54,783)

-

54,326

South

38,442

(13,767)

-

24,675

Northern Ireland

35,459

(12,460)

-

22,999

The i

-

-

24,000

24,000

Total carrying amount of publishing titles

476,395

(216,942)

24,000

283,453

 

Acquisition of publishing title

The addition in the period, relates to the i publishing title which the Group acquired on 11 April 2016. Johnston Press plc completed the acquisition of the business and certain assets of i from Independent Print Limited. i is a UK national daily newspaper providing concise quality editorial content, and was named National Newspaper of the Year in 2015 at the industry's News Awards. The total purchase consideration is £24 million, of which £22 million was settled in cash on completion and a further £2 million will be settled in cash on 20 April 2017 (Note 10).

 

Impairment assessment

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:

 

· expected changes in underlying revenues and direct costs during the period;

· growth rates; and

· the discount rate.

 

The Group prepares discounted cash flow forecasts using:

· the Board approved budget for 2016, updated for 2016 forecast, and the projections for 2017 and 2018 which reflects management's current experience and future expectations of the markets the CGUs operate in. 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;

· capital expenditure cash flows to reflect the cycle of capital investment required;

· net cash inflows for future years are extrapolated beyond 2018 based on the Board's view of the estimated annual long-term growth rate of nil, except for the i which has a long-term growth rate of 2.5%; and

· management estimate discount rates using post-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The post-tax discount rate applied to the future cash flows for the period ended 2 July 2016 was 11.0% (2015: 10.0%). The pre-tax discount rate equates to 13.7% (2015: 12.1%). The post-tax 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. 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 2 July 2016 was £216.9 million (2 January 2016: £35.2 million).The impairment charge in the period relates to all CGU's except the i.

 

9. Intangible assets (continued)

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%, beyond 2018, would result in a further Group impairment of £13.8 million and an increase in the discount rate of 0.5% would result in an additional impairment of £15.5 million.

 

 

Growth rate

sensitivity

£'000

Discount rate

sensitivity

£'000

Scotland

(1,763)

(2,068)

North

(3,589)

(4,210)

Northwest

(4,447)

(4,525)

Midlands

(1,971)

(2,313)

South

(1,102)

(1,293)

Northern Ireland

(919)

(1,076)

The i

-

-

Total potential impairment from sensitivity analysis

(13,791)

(15,484)

 

Digital intangible assets

Digital intangible assets primarily relate to the Group's local websites and the development of the 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.

 

10. Acquisition of subsidiary

On 10 April 2016 Johnston Publications Limited (a subsidiary of Johnston Press plc set up for that purpose) acquired the principal assets of the i, part of the Independent Group.

 

The i is a highly regarded newspaper with a clear market position and loyal readership. By joining with Johnston Press the combined circulation will be equal to 9% of national daily circulation, making us the fourth largest player in the national newspaper market.

 

With our considerable digital experience, the combination of Johnston Press and the i will also allow us to grow digital audiences and revenues through the creation of inews.co.uk.

 

The acquisition will offer:

· increased scale,

· growing revenues,

· accelerated digital transformation.

 

The key financial benefits:

· Earnings enhancing,

· Strong cash generation

· Cost saving and revenue synergies.

 

10a. Consideration

Total consideration for the principal assets acquired was £24 million, £22 million payable on completion on 10 April 2016 and £2 million payable on 20 April 2017, there are no conditions around the deferred payment. The purchase consideration was almost entirely attributed to the business intellectual property rights (£23,999,994).

 

10b. Acquisition related costs

Approximately £1.7 million costs relating to the acquisition have been recognised within the Johnston Press plc. These include legal and advisory fees.

 

10c. Additional identifiable assets acquired and liabilities assumed

A number of additional assets and liabilities were acquired at acquisition. As per the acquisition agreement the balance sheet acquired was neutral with the balance being cash settled by the seller.

 

As at 10 April 2016

£000's

Deferred revenue - subscriptions and advertising

586

Inventories - paper

(184)

Retail agreements

(149)

Employee costs

3

Transitional cost recharges

(133)

Cash settlement

123

 

 

10d. Measurement of fair values

On acquisition the full amount of the consideration has been recognised as an intangible addition to Publishing titles. As noted above the net of the additional balance sheet assets and liabilities acquired were nil. As above the net on balance sheet assets acquired were nil. The payment of the consideration related to the acquisition of the title.

 

Under IFRS 3 - Business combinations assets should be measured at fair value at the date of acquisition and separated into their constituent parts where material. On review of the business acquired it was concluded that other than the publishing titles there were no other material, separable intangible assets.

 

11a. Property, plant & equipment

Freeholdland and buildings£'000

Leasehold buildings£'000

Plant and machinery £'000

MotorVehicles £'000

Total£'000

Cost

At 2 January 2016

60,587

6,526

126,001

889

194,003

Additions

9

376

2,497

-

2,882

Disposals

-

(489)

(3,011)

(350)

(3,850)

Transferred to assets held for sale during the period

(8,207)

-

(175)

-

(8,382)

Exchange differences

-

153

-

-

153

At 2 July 2016

52,389

6,566

125,312

539

184,806

Depreciation

At 2 January 2016

39,048

2,341

99,012

889

141,290

Disposals

-

(489)

(3,011)

(350)

(3,850)

Charge for the period

233

185

2,730

-

3,148

Accelerated depreciation charge

-

72

87

-

159

Impairment of tangible fixed assets

2,438

-

2,953

-

5,391

Transferred to assets held for sale during the period

(4,077)

-

(167)

-

(4,244)

Exchange differences

-

123

-

-

123

At 2 July 2016

37,642

2,232

101,604

539

142,017

Carrying amount

At 2 January 2016

21,539

4,185

26,989

-

52,713

At 2 July 2016

14,747

4,334

23,708

-

42,789

 

During the period, the Group carried out a review of the recoverable amount of its print manufacturing plant and related equipment. These assets are used in the Group's print segment. The review led to the recognition of an impairment loss of £5.4 million which has been recognised in the Income Statement.

 

11b. Assets classified as held for sale

Freehold land andbuildings£'000

Plant andMachinery £'000

Total£'000

Cost

At 2 January 2016

171

37

208

Disposals

(3,109)

(192)

(3,301)

Transferred from property, plant and equipment

8,207

175

8,382

At 2 July 2016

5,269

20

5,289

Depreciation

At 2 January 2016

105

21

126

Disposals

(2,287)

(168)

(2,455)

Charge for the period

26

-

26

Exceptional write down in the period

1,537

-

1,537

Transferred from property, plant and equipment

4,077

167

4,244

At 2 July 2016

3,458

20

3,478

Carrying amount

At 2 January 2016

66

16

82

At 2 July 2016

1,811

-

1,811

 

Assets classified as held for sale consists of land and buildings in the UK and Republic of Ireland that are no longer in use by the Group and print presses that have ceased production. All the assets are being marketed for sale and are expected to be sold within the next year.

 

Non-current assets are transferred to assets held for sale when it is expected that their carrying amount will be recovered principally through disposal and a sale is considered likely. They are held at the lower of carrying amount and fair value less cost of sales.

 

A write down of £1.5 million has been charged in the period to recognise a property held for sale at its expected realisable sale value.

 

12. Borrowings

The borrowings at 2 July 2016 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 relating to the 8.625% Senior secured notes 2019 have been charged to the Income Statement (Note 2).

 

The breakdown of the 8.625% Senior secured notes 2019 is as follows:

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Principal amount1

220,000

225,000

220,000

Bond discount

(4,400)

(4,500)

(4,400)

Fair value (gain)/loss2

(67,346)

4,271

(28,981)

Total borrowings

148,254

224,771

186,619

 

1 The Principal amount remaining is stated after £5 million bond buy back in August 2015

2 The fair value gain for the period from 2 January 2016 to 2 July 2016 amounted to £38.4 million (26 weeks 2015: £9.3 million loss, 52 weeks 2015: £23.9 million gain).

 

The borrowings are disclosed in the financial statements as:

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Current borrowings

-

-

-

Non-current borrowings

148,254

224,771

186,619

Total borrowings

148,254

224,771

186,619

 

The Group's net debt is:

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Gross borrowings as above

148,254

224,771

186,619

Cash and cash equivalents

(10,593)

(41,687)

(40,564)

Net debt

137,661

183,084

146,055

 

The Group's £25 million Revolving Credit Facility (RCF) is currently undrawn (2015: undrawn).

 

13. Retirement benefit obligation

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 schemes 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. A new triennial valuation as at 31 December 2015 is due to be carried out in 2016 with the results available by March 2017.

 

In conjunction with the Capital Refinancing Plan, the Plan Trustees and the Company 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 was removed. In return for the removal of this security and the aforementioned guarantee, an unsecured cross-guarantee was 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 s.75 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 through 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 thereafter with a final payment of £12.7 million in 2024.

· Settlement of unpaid PPF levies and s.75 debts.

· The Johnston Press Pension Plan was 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 also agreed to pay additional contributions to the Johnston Press Pension Plan in the event that the 2014/2015 PPF levy or the 2015/2016 PPF levy was 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.

 

As part of the 31 December 2012 triennial valuation, this Pension Framework Agreement was reflected in the valuation documentation of the Johnston Press Pension Plan, and subsequently it was submitted to the Pensions Regulator. The Agreement and the required level of contributions are subject to review as part of the 31 December 2015 triennial valuation which is currently underway.

 

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

Note

2 July 2016

£'000

4 July 2015

£'000

2 January 2016

£'000

Employment costs:

Defined contribution scheme

(2,039)

(2,188)

(3,880)

Defined benefit scheme

Plan expenses1

(409)

(162)

(632)

Pension protection fund²

(261)

(859)

(1,221)

Net finance cost on Johnston Press Pension Plan

5(a)

(457)

(1,504)

(2,933)

Total defined benefit scheme

(1,127)

(2,525)

(4,786)

Total pension costs

(3,166)

(4,713)

(8,666)

 

1 Relates to administrative expenses incurred in managing the pension fund.

² Relates to the payment of £332,000 (estimate) to the Pension Protection Fund for the period April 2016 to March 2017 (April 2015 to March 2016: £722,000).

 

Other comprehensive income - (loss)/gain on pension

2 July 2016

£'000

4 July 2015

£'000

2 January 2016 £'000

Increase/(decrease) in plan assets in excess of interest

59,444

(3,897)

(7,610)

Changes in assumptions (increasing)/decreasing the underlying present value of the benefit obligation

(59,907)

9,041

61,660

(Increased)/decreased defined benefit obligation under IFRIC 14

-

(3,900)

2,971

Actuarial (loss)/gain recognised in the statement of comprehensive income

(463)

1,244

57,021

 

Deferred tax

88

(249)

10,842

Actuarial (loss)/gain recognised in the statement of comprehensive income net of tax

(375)

995

67,863

 

During 2015 the Group commissioned a review of the IAS19 assumptions used in determining the closing liability of the Johnston Press Pension Plan specifically focusing on demographic assumptions. A medically underwritten study was carried out by KPMG to identify the current health of a statistical sample group of existing Plan members, assessed via telephone interviews targeted towards members with the most significant liabilities in the Plan. The output was interpreted by underwriters and then analysed alongside the results from a postcode analysis performed in the prior year. This was translated into mortality assumptions for use in calculating the IAS19 scheme liabilities. The methodology used was compliant with the applicable Technical Actuarial Standards in force published by the Financial Reporting Council.

 

The study of current mortality gives an age rating of +3.0 years to the standard SAPS tables used for the IAS19 disclosure (previously this assumption had been set in line with 104% of Self-Administered Pension Scheme (SAPS) tables). The futures improvement model has been updated to reflect the most recent Continuous Mortality Investigation (CMI) 2015 projections and the allowance for long term rates of improvement of 1.25% p.a. for males and 1.0% p.a. for females remains unchanged. This is equivalent to a life expectancy at 65 of 19.7 years (4 July 2015: 22.0 years) for males and 21.3 years (4 July 2015: 23.9 years) for females. The reduction in assumed life expectancy is equivalent to a reduction in liabilities of £51.0 million.

 

The Rules of the Plan were revised such that the Company has an unconditional right to any surplus on the eventual wind up of the Plan. As such the additional IFRIC 14 liability has been reversed.

 

Statement of financial position - net defined benefit pension deficit and other pension related liabilities

 

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Amounts included in the Group Statement of financial position:

Fair value of scheme assets

534,918

477,602

473,413

Present value of defined benefit obligations

(558,085)

(557,794)

(500,375)

Additional defined benefit obligation under IFRIC 14

-

(6,871)

-

Total liability recognised

(23,167)

(87,063)

(26,962)

Amount included in current liabilities

10,166

6,489

10,016

Amount included in non-current liabilities

(13,001)

(80,574)

(16,946)

 

Analysis of amounts recognised of the net defined benefit pension deficit

 

2 July 2016

4 July 2015

2 January 2016

Notes

£'000

£'000

£'000

Net defined benefit pension deficit at beginning of period

(26,962)

(90,001)

(90,001)

Defined benefit obligation at beginning of period

(500,375)

(567,509)

(567,509)

Income statement :

Interest cost

5a

(9,190)

(9,893)

(19,704)

Other comprehensive income :

 arising from changes in demographic assumptions

-

-

53,204

 arising from changes in financial assumptions

(59,907)

9,041

8,456

Cash flows :

Benefits paid (by fund and Group)

11,387

10,567

25,178

Defined benefit obligation at end of the period

(558,085)

(557,794)

(500,375)

Fair value of plan assets at beginning of period

473,413

480,479

480,479

Income statement :

Interest income on plan assets

5a

8,733

8,389

16,771

Other comprehensive income :

Return on plan assets less gain

59,444

(3,897)

(7,610)

Cash flows :

Company contributions

16 

4,715

3,198

8,951

Benefits paid (by fund and Group)

(11,387)

(10,567)

(25,178)

Fair value of plan assets at end of period

534,918

477,602

473,413

Additional defined benefit obligation under IFRIC 14

-

(6,871)

-

Net defined benefit pension deficit at end of period

(23,167)

(87,063)

(26,962)

 

 

Analysis of fair value of plan assets

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

Equities

78,158

81,827

76,162

Multi-asset credit

109,762

110,189

110,464

Diversified Growth Funds

165,168

169,246

167,124

Liability Driven Investments

180,276

112,548

115,625

Other1

1,554

3,792

4,038

Total fair value of plan assets

534,918

477,602

473,413

 

1 Other mainly includes cash and Protected Rights Funds.

 

 

Analysis of financial assumptions

 

Valuation at

Valuation at

Valuation at

2 July 2016

4 July 2015

2 January 2016

Discount rate

2.85%

3.85%

3.75%

Future pension increases

Deferred revaluations (where linked to inflation (CPI))

1.75%

2.20%

2.00%

Pensions in payment (where linked to inflation (RPI))

2.75%

3.20%

2.95%

Life expectancy

Male currently aged 65

19.7 years

22.0 years

19.7 years

Female currently aged 65

21.3 years

23.9 years

21.3 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

£'000

Discount rate

+0.10% discount rate

549,403

Inflation rate

+0.10% inflation rate

563,765

Mortality

+10.0% to base table mortality rates

538,516

Pension increase exchange

Allowance for 25% take up for sections where automatically offered

558,552

 

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.

 

The Group entered into flexible apportionment arrangements in March 2014 and again in March 2015 with the agreement of the Plan Trustees, which resulted in a decrease in the 2014/15 and 2015/2016 PPF levy charges. The Group expects to see the full benefit of reduced levy charges in 2016/2017, when the increased pension contributions commence. The Company was required to pay a levy in relation to 2014/15 amounting to £2.7 million and 2015/16 of £0.7 million. The reduction in both of these levies from the 2013/14 level of £3.2 million resulted in payments of £0.5 million and £2.5 million being made to the Plan in September 2014 and September 2015 respectively, in accordance with the Pension Framework Agreement. Current expectations for the 2016/17 PPF levy is that it will be lower again than the 2015/16 PPF levy which will benefit the Group in full given the top-up payments to the Plan in relation to the PPF levy have now ceased.

 

The Plan was subject to a potential increase in its liabilities in the event that historic benefit equalisation had not taken effect for a specific group of members (the "Affected Members") at the intended date. The Company made an application to the High Court (the "Court") for a declaration that normal retirement dates for the Affected Members were validly equalised as intended with the interests of Affected Members being represented by a representative beneficiary (the "Representative Beneficiary"). In May 2016 the Company reached agreement with the Representative Beneficiary and the trustees of the Plan as to the applicable relevant normal retirement dates for the Affected Members ("the Agreement"). The Court approved the Agreement, which is recorded in a binding Court Order. As a consequence, the Company and the trustees have agreed to recognise additional liabilities in the Plan of c.£5.3 million in respect of benefits under the Plan accruing to the Affected Members.

 

News Media Association pension scheme

The Group is a member of the News Media Association (NMA) (formerly the Newspaper Society), which was an unincorporated body representing the interests of local newspaper publishers. During 2014 the Newspaper Society incorporated itself as a company limited by guarantee and entered into a merger with the Newspaper Publishers' Association (a body representing the interests of publishers of national newspapers). As part of the merger, existing members entered into a deed of covenant in respect of the deficit to the Newspaper Society's defined benefit pension scheme. The members agreed to make contributions over a period of 25 years or until such time as the deficit has been addressed. Applying a discount rate of 12%, the Group's best estimate of this at present value is £783k. News Media Association Pension Scheme liabilities have been included within provisions.

 

Other pension related liabilities

The closing provision relating to unfunded pensions for senior employees was £0.8 million (4 July 2015: £1.4 million). The unfunded pension provision is assessed by a qualified actuary at each period end.

 

The company incurs post-retirement medical benefit pension related liabilities in relation to pension plan members who are former Portsmouth and Sunderland employees of £0.1 million (4 July 2015: £0.2 million). The post-retirement medical benefits represent management's best estimate of the liability concerned.

 

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 are in the process of being wound up and no further employer funding contributions are payable.

 

On 6 January 2015, the Trustees of the Limerick Leader Plan accepted the offer of additional funding to the Plan in consideration for the Trustees agreeing to proceed to wind up the Plan. The total amount of this additional funding was EUR320,000. At the end of the period there was £nil liability (4 July 2015: £nil).

 

Other pension related liabilities have been included within provisions.

 

14. Share capital

2 July 2016

4 July 2015

2 January 2016

 £'000

£'000

 £'000

Issued

Ordinary shares

105,877,777 ordinary shares of 1p each (2 Jul 2016, 4 July 2015 and

2 January 2016)

1,059

 

1,059

 

1,059

 

Total ordinary shares

1,059

1,059

1,059

 

Deferred shares

690,294,608 deferred shares of 9p each

62,126

62,126

62,126

Second class deferred shares

5,293,888,850 deferred shares of 0.98p each

51,880

51,880

51,880

Total deferred shares and second class deferred shares

114,006

114,006

114,006

 

Preference shares

756,000 13.75% cumulative preference shares of £1 each

756

756

756

349,600 13.75% 'A' preference shares of £1 each

350

350

350

Total preference shares

1,106

1,106

1,106

Total issued share capital

116,171

116,171

116,171

 

The Company 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 Company as to its ability 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.

 

Share warrants

During the period there were no share warrants exercised (2015: nil). At the balance sheet date 30,359,979 warrants were outstanding, each giving the holder the right to subscribe for 0.1533799 ordinary shares at an exercise price of £1.9745 per share.

 

15. Share-Based payments

The Group issues share-based benefits to employees. These share-based payments have been measured at their fair value at the date of grant and the fair value of expected shares is being expensed to the Income Statement on a straight-line basis over the vesting period. Fair value has been measured using the Black Scholes model and adjusted to reflect the most likely share vesting and exercise pattern. The impact on the accounting periods has been:

2 July 2016

4 July 2015

2 January 2016

£'000

£'000

£'000

PSP, SAYE, CSOP, Deferred Bonus, RSP1

509

339

596

Value Creation Plan

520

463

993

Included in operating expenses

1,029

802

1,589

1 PSP - Performance Share Plan, SAYE - Save As You Earn, CSOP - Company Share Option Plan, RSP - Restricted Share Plan.

 

The cumulative provision for share-based payments of £7,424,000 (4 July 2015: £14,243,000; 2 January 2016: £6,963,000) is shown as a reserve in the Group Statement of Financial Position.

 

16. Notes to the Cash flow statement

2 July 2016

4 July 2015

2 January 2016

Notes

£'000

£'000

£'000

Operating (loss)/profit

(211,413)

22,242

1,027

Adjustments for non-cash items:

Impairment of publishing titles

9

216,942

-

35,234

Write down of print presses

11a

5,391

-

-

Write down in carrying value of assets held for sale

11b

1,537

-

-

12,457

22,242

36,261

Adjustments for non-cash items:

Amortisation of intangible assets

386

162

1,815

Depreciation charges

3,333

3,000

6,553

Charge for share based payments

15

1,029

802

2,188

Disposal of interest in associates

-

-

12

Profit on disposal of intangible fixed assets

(65)

-

-

Profit on disposal of property, plant and equipment

(182)

(263)

(968)

Currency differences

(111)

(288)

(249)

16,847

25,655

45,612

Operating items before working capital changes:

Net pension funding contributions

13

(4,714)

(3,341)

(8,928)

Unfunded pensions

-

(557)

-

Movement in long term provisions

(419)

-

(29)

Cash generated from operations before working capital changes

11,714

21,757

36,655

Working capital changes :

Decrease in inventories

273

370

160

(Increase)/decrease in receivables

(3,525)

(143)

2,905

Increase/(decrease) in payables/including redundancy accruals¹ and LTIP settlement

(5,273)

2,999

1,305

Cash generated from operations

3,189

24,983

41,025

 

1 Refer to adjusting items as per reconciliation of Statutory to Adjusted numbers.

 

Cash generated from operations of £3.2 million is after payment of a £3.9 million LTIP payment to senior managers relating to 2015, (excluding executive Directors), the cash for which was raised in 2014, costs paid in relation to the i acquisition of £1.5 million and £4.7 million of pension deficit contributions. Cash generated excluding these items is £13.3 million.

 

17. Contingent liability

Johnston Press Pension Plan

The Plan was subject to a potential increase in its liabilities in the event that historic benefit equalisation had not taken effect for a specific group of members (the "Affected Members") at the intended date. The Company made an application to the High Court (the "Court") for a declaration that normal retirement dates for the Affected Members were validly equalised as intended with the interests of Affected Members being represented by a representative beneficiary (the "Representative Beneficiary"). In May 2016 the Company reached agreement with the Representative Beneficiary and the trustees of the Plan as to the applicable relevant normal retirement dates for the Affected Members ("the Agreement"). The Court approved the Agreement, which is recorded in a binding Court Order. As a consequence, the Company and the trustees have agreed to recognise additional liabilities in the Plan of c.£5.3 million in respect of benefits under the Plan accruing to the Affected Members.

 

Iconic Newspapers Limited

On 1 April 2014, the Group entered into a sale agreement with Iconic Newspapers Limited for the sale of the trade and assets of the Group's regional newspapers in the Republic of Ireland, including its Donegal titles, for £7.1 million.

 

As a condition of the sale, Johnston Press plc agreed to provide guarantee in respect of the performance of certain obligations of the entities within the Group making the disposal of the trade and assets up to a maximum aggregate limit of £3 million.

 

That guarantee will be effective for up to 36 months (ending 1 September 2016) following the completion of the sale.

 

18. Related party transactions

There have been no related party transactions that have occurred during the first 26 weeks of the financial year that have materially affected the financial position or performance of the Group during that period and there have been no changes in the related party transactions described in the 2015 Annual Report and Accounts that could do so.

 

19. Post balance sheet events

On 4 July 2016 the Group announced it has entered into an agreement for the sale of its titles on the Isle of Man to Tindle Newspapers Ltd, the UK based publisher, for £4.25 million in cash, following a competitive tender process. The disposal comprises the Isle of Man Examiner, Isle of Man Courier, Manx Independent and www.iomtoday.co.im. The disposal will be effected by the sale of the Company's subsidiary Isle of Man Newspapers Limited.

 

Other than the proposed disposal of the Isle of Man activities, and changes to tax legislation not yet enacted as mentioned in Note 6 there were no significant post balance sheet events requiring disclosure in the accounts.

 

 

Independent review report to Johnston Press plc

 

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the 26 week period ended 2 July 2016 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement and related Notes 1 to 19. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

 

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

As disclosed in Note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 26 week period ended 2 July 2016 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

 

 

 

 

Deloitte LLP

Chartered Accountants and Statutory Auditor

London, United Kingdom

4 August 2016

 

Consolidated income statements - reconciliation of statutory and adjusted

 

26 weeks ended 2 July 2016

26 weeks ended 4 July 2015

52 weeks ended 2 January 2016

Notes

Statutory

 £'000s

Adjusting

 items

 £'000s

 

Adjusted

£'000s

Statutory

 £'000s

Adjusting

 items

 £'000s

 

Adjusted

£'000s

 

Statutory

 £'000s

Adjusting

 items

 £'000s

 

Adjusted

£'000s

Advertising revenue

Print advertising

A

51,398

3

51,401

64,110

(1,106)

63,004

119,607

(1,553)

118,054

Digital advertising

A

14,177

(334)

13,843

16,527

(1,292)

15,235

31,719

(2,275)

29,444

Total advertising revenue

65,575

(331)

65,244

80,637

(2,398)

78,239

151,326

(3,828)

147,498

Non advertising revenue

Newspaper sales

A

38,375

-

38,375

37,559

(50)

37,509

72,461

(78)

72,383

Contract printing

A

6,643

-

6,643

6,247

-

6,247

12,627

-

12,627

Leaflet, sundry and other

A

3,600

(1)

3,599

4,428

(326)

4,102

8,675

(643)

8,032

Total other revenue

48,618

(1)

48,617

48,234

(376)

47,858

93,763

(721)

93,042

Total continuing revenues

114,193

(332)

113,861

128,871

(2,774)

126,097

245,089

(4,549)

240,540

Cost of sales

B

(68,024)

243

(67,781)

(67,665)

1,852

(65,813)

(132,243)

3,009

(129,234)

Operating costs

(253,863)

-

(253,863)

(35,802)

-

(35,802)

(103,450)

-

(103,450)

Restructuring and redundancy costs

C

5,172

2,390

9,362

Impairment

D

223,870

-

35,234

Other

E

4,287

2,313

3,267

Total adjustments

233,329

233,329

4,703

4,703

47,863

47,863

Total operating costs

(253,863)

233,329

(20,534)

(35,802)

4,703

(31,099)

(103,450)

47,863

(55,587)

Total costs

(321,887)

233,572

(88,315)

(103,467)

6,555

(96,912)

(235,693)

50,872

(184,821)

EBITDA

(207,694)

233,240

25,546

25,404

3,781

29,185

9,396

46,323

55,719

Depreciation and amortisation

F

(3,719)

159

(3,560)

(3,162)

-

(3,162)

(8,369)

1,668

(6,701)

Operating (loss)/profit

(211,413)

233,399

21,986

22,242

3,781

26,023

1,027

47,991

49,018

Investment income

60

-

60

762

-

762

854

-

854

Net finance expense on pension assets/liabilities

G

 

(457)

 

457

 

-

(1,504)

 

1,504

 

-

(2,933)

 

2,933

-

Fair value gain/(loss) on borrowings

H

38,366

(38,366)

-

(9,333)

9,333

-

23,918

(23,918)

-

Other

-

-

-

-

-

-

-

-

-

Finance cost

I

(10,271)

487

(9,784)

(9,987)

-

(9,987)

(19,973)

84

(19,889)

Finance costs

27,698

(37,422)

(9,724)

(20,062)

10,837

(9,225)

1,866

(20,901)

(19,035)

Profit/(Loss) before tax

(183,715)

195,977

12,262

2,180

14,618

16,798

2,893

27,090

29,983

Tax credit/(expense)

35,743

(38,095)

(2,352)

(674)

(2,552)

(3,226)

8,538

(14,959)

(6,421)

(Loss)/profit from continuing operations

(147,972)

157,882

9,910

1,506

12,066

13,572

11,431

12,131

23,562

Net loss from discontinued operations

-

-

-

(2)

-

(2)

-

-

-

Consolidated profit/(loss) for the period

(147,972)

157,882

9,910

1,504

12,066

13,570

11,431

12,131

23,562

Earnings per share

26 weeks ended 2 July 2016

26 weeks ended 4 July 2015

52 weeks ended 2 January 2016

Statutory

£'000s

Adjusting

items

£'000s

 

Adjusted

£'000s

Statutory

£'000s

Adjusting

items

£'000s

 

Adjusted

£'000s

 

Statutory

£'000s

Adjusting

items

£'000s

 

Adjusted

£'000s

Earnings

(Loss)/profit for the period

(147,972)

157,882

9,910

1,504

12,066

13,570

11,431

12,131

23,562

Preference dividend

(76)

-

(76)

(76)

-

(76)

(152)

-

(152)

Earnings for the purposes of diluted earnings per share

(148,048)

157,882

9,834

1,428

12,066

13,494

11,279

12,131

23,410

Number of shares

Weighted average number of ordinary shares for the purpose of basic earnings per share1

105,326

105,326

105,326

105,273

105,273

105,273

105,281

105,281

107,281

Total possible share outstanding2

121,517

121,517

121,517

119,757

119,757

119,757

117,473

117,473

117,473

Earnings per share (p)

Basic

(140.56)

149.90

9.34

1.36

11.46

12.82

10.71

11.52

22.24

Fully diluted

(121.83)

129.93

8.09

1.19

10.08

11.27

9.6

10.33

19.93

 

1 The weighted average number of ordinary shares are shown excluding shares held by the Employee Benefit Trust.

2 This is the total number of shares outstanding including all of those underwater that could have a dilutive effect if they vest.

 

A Revenue

 

Revenue adjustment split for 26 weeks ending 2 July 2016

 

Statutory

 £'000s

 

Closedtitles

£'000s

A1

Digitalbrands

£'000s

A2

Motors

£'000s

A3

Launch fees

 £'000s

A4

TSA1

£'000s

A5

Total adjusting

£'000s

Adjusted

£'000s

Advertising revenue

Print advertising

51,398

3

-

-

-

-

3

51,401

Digital advertising

14,177

(1)

(14)

(319)

-

-

(334)

13,843

Total advertising revenue

65,575

2

(14)

(319)

-

-

(331)

65,244

Non advertising revenue

Newspaper sales

38,375

-

-

-

-

-

-

38,375

Contract printing

6,643

-

-

-

-

-

-

6,643

Other

3,600

(1)

-

-

-

-

(1)

3,599

Total other revenue

48,648

(1)

-

-

-

-

(1)

48,617

Total continuing revenues

114,193

1

(14)

(319)

-

-

(332)

113,861

 

1 TSA - Transitional Services Agreement

 

Revenue adjustment split for 26 weeks ending 4 July 2015

 

Statutory

 £'000s

 

Closedtitles

£'000s

A1

Digitalbrands

£'000s

A2

Motors

£'000s

A3

Launch fees

 £'000s

A4

TSA1

£'000s

A5

Total adjusting

£'000s

Adjusted

£'000s

Advertising revenue

Print advertising

64,110

(1,106)

-

-

-

-

(1,106)

63,004

Digital advertising

16,527

(10)

(400)

(652)

(230)

-

(1,292)

15,235

Total advertising revenue

80,637

(1,116)

(400)

(652)

(230)

-

(2,398)

78,239

Non advertising revenue

Newspaper sales

37,559

(50)

-

-

-

-

(50)

37,509

Contract printing

6,247

-

-

-

-

-

-

6,247

Other

4,428

(53)

-

-

-

(273)

(326)

4,102

Total other revenue

48,234

(104)

-

-

-

(273)

(376)

47,858

Total continuing revenues

128,871

(1,220)

(400)

(652)

(230)

(273)

(2,774)

126,097

 

1 TSA - Transitional Services Agreement

 

Revenue adjustment split for 52 weeks ending 2 January 2016

 

Statutory

 £'000s

 

Closedtitles

£'000s

A1

Digitalbrands

£'000s

A2

Motors

£'000s

A3

Launch fees

 £'000s

A4

TSA1

£'000s

A5

Total adjusting

£'000s

Adjusted

£'000s

Advertising revenue

Print advertising

119,607

(1,553)

-

-

-

-

(1,553)

118,054

Digital advertising

37,719

(16)

(761)

(1,268)

(230)

-

(2,275)

29,444

Total advertising revenue

151,326

(1,569)

(761)

(1,268)

(230)

-

(3,828)

147,498

Non advertising revenue

Newspaper sales

72,461

(78)

-

-

-

-

(78)

72,383

Contract printing

12,627

-

-

-

-

-

-

12,627

Other

8,675

(117)

-

-

-

(526)

(643)

8,032

Total other revenue

93,763

(195)

-

-

-

(526)

(721)

93,042

Total continuing revenues

245,089

(1,764)

(761)

(1,268)

(230)

(526)

(4,549)

240,540

 

1 TSA - Transitional Services Agreement

 

Adjusted operating profit of £22.0 million (4 July 2015: £26.0 million, 2 January 2016: £49.0 million) has been calculated after adjusting for revenue and cost of sales for closed titles and digital brands. Adjustments made to operating costs include restructuring, impairment and other non-trading related costs. Adjustments made at the comparative reporting periods will not be the same as they reflect the decisions made in the business at the reporting date and provide a comparable position, this may involve additional adjustments based on events after the comparative reporting date or removal of adjustments to provide a comparable position between the 2015 and 2016 figures.

 

A1 Closed titles

As part of the review of the Group's portfolio, 17 small titles were closed or merged in the second half of 2015. Total revenue of £0.0 million (4 July 2015: £1.2 million) in respect of these has been adjusted.

 

A2 Digital brands

Revenue of £0.0 million (4 July 2015: £0.4 million) for two digital brands (DealMonster and Business Directory) has been adjusted to reflect the closure of these businesses in the second half of 2015.

 

A3 Motors

Revenue of £0.3 million (4 July 2015: £0.7 million) reflecting the wind down of motors.co.uk has been adjusted for. The contract with motors.co.uk for online motor sales expired at the end of March 2016 and has not currently been renewed or replaced. The full Motor internet revenue has been removed to provide a like for like position. Any remaining click revenue is immaterial and has been excluded.

 

A4 Launch fees

In June 2015 £0.2 million initial fees were received on the execution of digital contracts - this was categorised as one off revenue and has been adjusted for in the prior period to bring the revenue down to the average monthly revenue for the remainder of the year.

 

A5 Transitional Services Agreement (TSA)

In the comparative period £0.3 million of TSA fees were adjusted, this related to a TSA with Iconic Newspapers Limited following the disposal of the Group's Irish business and covered a 12 month period from April 2014.

 

B Cost of sales

Cost of sales associated with closed titles of £0.0 million (4 July 2015: £0.9 million), Digital Brands £0.0 million (4 July 2015: £0.4 million) and contract termination with motors.co.uk £0.3 million (4 July 2015: £0.5 million) have been adjusted for.

 

C Restructuring costs

Over the past few years there have been significant changes to the structure of the business. In the current period this includes redundancy costs of £3.5 million (4 July 2015: £1.0 million). Other restructuring costs include early lease termination costs, empty property costs, dilapidations and other associated legal and consulting fees.

 

D Impairment

Impairment of intangible publishing titles of £216.9 million (Note 9), print presses £5.4 million (Note 11a) and assets held for sale £1.5 million (Note 11b) have been recognised.

 

E Other

Other adjusted costs include Pension Protection Fund Levy costs of £0.3 million (4 July 2015: £0.9 million). During 2015 a cash payment for the Pension Protection Fund Levy of £0.7 million was required. The pension levy was charged at the capped rate, reflecting historic high gearing. The charge has fallen and is expected to reduce as reduced gearing and flexible apportionment arrangements are reflected in the levy assessment.

 

Grants were made to senior management under long-term incentive plans to a value totalling £1.0 million as at the date of grant (4 July 2015: £0.8 million).

 

In 2016 £1.7 million of costs were adjusted relating to acquisition costs of i.

 

Other adjusted costs include pension administration for closed defined benefit pension scheme, one-off legal costs and disposal gains.

 

F Depreciation

Accelerated depreciation of £0.2 million relating to fixed assets disposed of in the period (Note 11a).

 

G Net finance expense on pension assets/liabilities

Net pension interest expense of £0.5 million (4 July 2015: £1.5 million) required under IAS 19 has been adjusted for (Note 13).

 

H Fair value gain on borrowings

Fair value adjustments on the value of the Group's bonds of £38.4 million (4 July 2015: £9.3 million) required under IAS 39 have been adjusted for (Note 5b).

 

I Finance cost

An adjustment of £0.5 million relates to VAT on 2014 refinancing fees (Note 5c).

 

 

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