6th Aug 2014 07:00
For immediate release | 6 August 2014 |
JOHNSTON PRESS PLC
RESULTS FOR THE 26 WEEK PERIOD ENDED 28 JUNE 2014
Continuing Strategic Progress Supports Robust Performance
Johnston Press plc, one of the leading multi-platform community media groups in the British Isles, announces its results for the 26 week period ended 28 June 2014.
Key Financials
Continuing Operations - Underlying results¹ | Statutory results | |||||
Half year 2014 | Half year 2013 | Underlying | Half year 2014 | Half year 2013 | ||
£'m | £'m | change | £'m | £'m | ||
Revenue | 135.8 | 141.9 | (4.3%) | 135.8 | 153.4 | |
Operating profit/(loss) | 28.3 | 27.3 | 3.6% | 24.9 | (228.8) | |
Profit/(loss) before tax | 6.1 | 2.1 | 188.5% | (6.3) | (254.0) | |
Net Debt | - | - | - | 181.6 | 306.42 | |
¹ Underlying results exclude exceptional items (Note 4) and include adjustments made to reflect the impact of IAS19R (Note 15), share based payments (Note 17) and disposed titles as well as the impact of the termination of the News International printing contracts in 2013. 2 Net debt for 28 Dec 2013 was £302.0 million. |
The first half of 2014 has seen continued progress on the implementation of the strategy set out at the start of 2012: to grow our overall audience through re-launching our print titles and investing in new digital products across all platforms, to stem the decline in top line revenue and return to top line growth, to accelerate the growth of digital revenues, and thus to reverse the decline in operating profit enabling us to continue paying down debt. We are pleased to say that solid progress has been made on all of these key objectives.
Strategic progress:
Growing profitability
· Underlying operating profit was £28.3m for the first half of 2014, year on year growth of 3.6%.
· Underlying operating profit margins grew to 20.9%, up from 19.3% at H1 2013.
Building overall audiences
· Total audiences in June have grown to 25.6m monthly users across our print and digital platforms, representing 14.3% year on year growth.
· Digital audiences have grown to 15.9m unique users a month, representing the addition of 4.2m unique users year on year, an annual growth rate of 39.4%.
· Digital audiences in July reached approximately 18m unique users, a growth of almost 44%.
· In June 2014 mobile visitors to our news sites reached 6.7m users, growing 88% year on year representing 46% of all digital traffic.
· In 136 of the 151 markets in which we operate we are experiencing overall audience growth.
Digital revenue growth:
· Digital advertising grew 23.4% to £14.1m.
· Digital local display advertising continues to grow strongly, and at the half year point was up by 30% year on year.
· The key advertising categories of Employment (+15%), Property (+72%) and Motors (+132%) all continue to grow strongly in digital.
· Our digital marketing service offering (Digital Kitbag) is expanding. A total of 691 new orders were booked in the first half of the year with the monthly run rate increasing from 86 orders in April of this year to 214 orders in June. The average revenue per advertiser is also growing.
Returning to top line growth
· Total underlying revenue declines are narrowing; H1 2014 recorded a year on year underlying decline of 4.3% (compared to a decline of 5.3% during H1 2013).
· Total Advertising revenue for July 2014 was just 2.1% down year on year. This is on the back of a 4.6% year on year underlying decline in total advertising revenue in the first half of 2014, and an 8.1% year on year decline in the first half of 2013.
· The Sheffield 'Media Sales Centre' revenues are growing, up 5% year on year, across print and digital, with new outbound revenue streams delivering to plan.
· The Employment category is now in overall growth, up 4.1%.
· Underlying newspaper sales revenue decline rate is stable at 4.0%.
· Continuing focus on customer retention and winning new customers supported by better sales tools, templates and processes has seen total sales volumes in print advertising up fractionally year on year in 2014.
· Whilst National Advertising continues to show year on year declines overall, there are encouraging numbers in the growth sectors of Finance (+64%), Telco (+33%), Travel (+19%), and Grocery (+9%) sectors.
Maintaining cost leadership
· Underlying Operating costs were reduced by £7.1m year on year, a 6.2% saving year on year.
· Our reader-contributed-content project, which was made possible by our investment in better processes and technology, has added a social and community dimension to our news products which is familiar to audiences from new media platforms like Facebook. This enabled us to increase overall audience trends, improve our relevance, reduce our costs, and enable our skilled journalists to focus on specialist quality content that adds distinctive value to our products.
Summary and Outlook
Commenting on the results Ashley Highfield, Chief Executive, said:
· Johnston Press has delivered a solid first half performance. The results reflect our on-going progress against our strategic priorities as well as an improving economic climate, and demonstrate our continuing relevance to the communities we serve across print and digital. We are growing strongly in a number of categories, and reducing the decline in the rest, whilst continuing to bring down our cost base. As a result we are growing operating profits and margins.
· During the first half of 2014 we successfully delivered our capital refinancing plan where we raised £225m through a bond issue and £140m through a placing and rights issue, allowing us to pay down our historic debt. We now have a third less debt with a markedly lower interest rate resulting in our annual interest payments reducing from over £36m to around £20m. This puts Johnston Press on a much more stable footing and allows us now to focus on returning to top line growth and a prosperous future.
· Also in the first half of 2014 we sold our Republic of Ireland business, comprising 12 titles. The sale of our assets in the Republic of Ireland means we can focus our resources entirely on driving our business in the United Kingdom and Isle of Man, with particular emphasis on our digital initiatives. We are seeing continued growth in our total audience and in digital revenues and we believe this sale allows us to better capitalise on the opportunities in these markets.
· The economy is continuing to improve and the ripple-out effect from London and the South East is beginning to show in the numbers in Scotland, Yorkshire and Northern Ireland. We have also seen a growth in a number of national advertising sectors such as Telecom, Finance, Travel and Grocery.
· There is a real momentum gathering pace within the Group, with innovation and creativity at the heart of new launches during H1, including our latest digital jobs offering Smartlist for Engineers, our ground breaking partnership with Sky, a re-launched WOW24/7 national what's-on entertainment website, the coming out of Beta of Digital KitBag, the Scotsman Scottish Referendum website, the relaunch in print and online of The Yorkshire Post, and brand new football apps for our major premier league and championship titles.
· With digital audiences regularly hitting 16m (up 39.4% year on year), July hitting 18m and digital revenues now representing 16.5% of total advertising revenues up from 12.7% during H1 of 2013 we are fast becoming a genuinely multi-media company
· In view of this operational progress, we are confident in continuing to deliver on our stated strategy.
For further information please contact:
Johnston Press
Ashley Highfield, Chief Executive Officer 020 7466 5000 (today) or
David King, Chief Financial Officer 0207 612 2611 (thereafter)
Buchanan 0207 7466 5000
Richard Oldworth / Sophie McNulty / Clare Akhurst
The Half Year Report for the period ended 28 June 2014 is available at www.johnstonpress.co.uk/investors
Forward looking statements
The report contains forward looking statements. Although the Group believes that the expectation reflected in these forward looking statements are reasonable, it can give no assurances that the expectations will prove to be 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.
Results for the six months ended 28 June 2014
A summary of the key financial results is set out in the table below:
Comparison of Statutory to Adjusted and Underlying Performance |
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26 weeks ended 28 June 2014 | Statutory | Adjusted¹ | Underlying² |
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£m | £m | £m |
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Total continuing revenues | 135.8 | 135.8 | 135.8 |
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Operating costs³ | (108.2) | (105.3) | (104.8) |
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EBITDA | 27.6 | 30.5 | 31.0 |
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Depreciation & amortisation | (2.7) | (2.7) | (2.7) |
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Operating profit | 24.9 | 27.8 | 28.3 |
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Net finance costs | (31.2) | (22.2) | (22.2) |
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Share of results of associates | - | - | - |
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(Loss)/profit before tax | (6.3) | 5.7 | 6.1 |
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26 weeks ended 29 June 2013 | Statutory | Adjusted¹ | Underlying² |
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£m | £m | £m |
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Total continuing revenues | 153.4 | 143.4 | 141.9 |
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Operating costs³ | (377.5) | (110.6) | (109.7) |
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EBITDA | (224.0) | 32.8 | 32.1 |
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Depreciation & amortisation | (4.8) | (4.8) | (4.8) |
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Operating (loss)/profit | (228.8) | 28.0 | 27.3 |
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Net finance costs | (25.2) | (25.2) | (25.2) |
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Share of results of associates | - | - | - |
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(Loss)/profit before tax | (254.0) | 2.8 | 2.1 |
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¹ Adjusted results exclude exceptional items (set out in Note 4 to the financial statements).
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² Underlying results exclude exceptional items (Note 4) and includes adjustments, totalling £0.5m to 28 June 2014 (29 June 2013: (£0.7m)), made to reflect the impact of IAS19R (Note 15), share based payments (Note 17) and adjustments made to 2013 comparatives for disposed titles as well as the impact of the termination of the News International printing contracts in 2013. |
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³ Operating costs include cost of sales and are stated before depreciation and amortisation. | ||||
EBITDA is earnings before interest, tax, depreciation and amortisation. |
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Basis of presentation
In preparing commentary on performance, the financial impact of a number of significant accounting and operational items affecting the results have been adjusted for in arriving at the underlying results discussed in this review.
In the first half of 2014 the Group disposed of its Republic of Ireland business, which comprised of 12 titles. This business has been reported as discontinuing operations at 28 June 2014, and comparatives have been restated accordingly.
Revenue
Total statutory reported revenue in the first half of 2014 declined 11.5% to £135.8m. Underlying revenues declined 4.3% to £135.8m. In 2013 Contract Printing included £10m revenue from the termination of the remaining contract with News International which was an exceptional, non-recurring item.
Performance Review for Continuing Operations
Statutory | Adjusted¹ | Underlying² | ||||||||||||||||||
2014 | 2013 | change³ | change³ | 2014 | 2013 | change³ | change³ | 2014 | 2013 | change³ | change³ | |||||||||
£'m | £'m | £'m | % | £'m | £'m | £'m | % | £'m | £'m | £'m | % | |||||||||
Advertising revenue | ||||||||||||||||||||
Print advertising | 70.8 | 78.1 | (7.2) | (9.2%) | 70.8 | 78.1 | (7.2) | (9.2%) | 70.8 | 77.6 | (6.7) | (8.7%) | ||||||||
Digital advertising | 14.1 | 11.4 | 2.7 | 23.4% | 14.1 | 11.4 | 2.7 | 23.4% | 14.1 | 11.4 | 2.7 | 23.4% | ||||||||
Total advertising revenue | 84.9 | 89.5 | (4.5) | (5.1%) | 84.9 | 89.5 | (4.5) | (5.1%) | 84.9 | 89.0 | (4.1) | (4.6%) | ||||||||
Non advertising revenue | ||||||||||||||||||||
Newspaper sales | 39.7 | 41.6 | (1.9) | (4.4%) | 39.7 | 41.6 | (1.8) | (4.4%) | 39.7 | 41.4 | (1.7) | (4.0%) | ||||||||
Contract printing | 6.3 | 16.0 | (9.7) | (60.7%) | 6.3 | 6.1 | 0.2 | 4.3% | 6.3 | 5.2 | 1.1 | 22.5% | ||||||||
Other | 4.9 | 6.4 | (1.5) | (23.7%) | 4.9 | 6.4 | (1.5) | (23.7%) | 4.9 | 6.4 | (1.5) | (23.6%) | ||||||||
Total other revenues | 50.9 | 64.0 | (13.1) | (20.5%) | 50.9 | 54.0 | (3.1) | (5.7%) | 50.9 | 52.9 | (2.0) | (3.8%) | ||||||||
Total continuing revenues | 135.8 | 153.4 | (17.6) | (11.5%) | 135.8 | 143.4 | (7.6) | (5.3%) | 135.8 | 141.9 | (6.1) | (4.3%) | ||||||||
Operating costs | (110.9) | (382.3) | (271.4) | 71.0% | (108.0) | (115.4) | (7.4) | 6.4% | (107.5) | (114.6) | (7.1) | 6.2% | ||||||||
Operating profit/(loss) | 24.9 | (228.8) | 253.7 | (110.9%) | 27.8 | 28.0 | (0.2) | (0.7%) | 28.3 | 27.3 | 1.0 | 3.6% | ||||||||
Operating profit /(loss) margin | 18.3% | (149.1%) | 20.5% | 19.5% | 20.9% | 19.3% | ||||||||||||||
¹ Adjusted results exclude Exceptional items (set out in Note 4 to the financial statements). | ||||||||||||||||||||
² Underlying results excludes exceptional items (Note 4) and includes adjustments made to reflect the impact of IAS19R (Note 15), share based payments (Note 17) and disposed titles as well as the impact of the termination of the News International printing contracts in 2013. | ||||||||||||||||||||
³ % and variance change has been calculated based on unrounded numbers. | ||||||||||||||||||||
Operating costs include cost of sales, depreciation, amortisation and operating exceptional items. | ||||||||||||||||||||
Contract print revenues earned in the 3 months since disposal of the Irish business to Mediaforce on 1 April 2014 was £0.3m. | ||||||||||||||||||||
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Print and Digital Advertising Revenue
Print and Digital Advertising | ||||||||||||||
Statutory Continuing Revenue Analysis | ||||||||||||||
26 week period | Digital | |||||||||||||
2014 | 2013 | % change¹ | 2014 | 2013 | % change¹ | 2014 | 2013 | % change¹ | ||||||
£m | £m | £m | £m | £m | £m | |||||||||
Property | 12.2 | 13.4 | (9.5%) | 11.5 | 13.0 | (11.9%) | 0.7 | 0.4 | 71.9% | |||||
Employment | 10.8 | 10.4 | 4.1% | 6.4 | 6.6 | (2.2%) | 4.4 | 3.8 | 15.1% | |||||
Motors | 7.3 | 7.4 | (1.5%) | 6.5 | 7.1 | (7.7%) | 0.8 | 0.3 | 131.6% | |||||
Other | 20.6 | 21.9 | (5.9%) | 17.1 | 18.7 | (8.4%) | 3.5 | 3.2 | 8.7% | |||||
Display | 34.0 | 36.4 | (6.3%) | 29.3 | 32.7 | (10.3%) | 4.7 | 3.7 | 29.8% | |||||
Total | 84.9 | 89.5 | (5.1%) | 70.8 | 78.1 | (9.2%) | 14.1 | 11.4 | 23.4% | |||||
¹% and variance change has been calculated based on unrounded numbers.
Within total advertising revenue, print advertising performance has seen an improving trend, the half year ended 5.1% down, and July improved further just 2.1% down year on year.
Digital revenues grew by 23.4% (from £11.4m to £14.1m) in the period, with all categories of digital revenue performing strongly compared to the prior year. Within this, local online display, digital property and digital motor revenues grew by 31.0%, 71.9% and 131.6% respectively. Our Motors and Entertainments categories are both approaching the digital tipping points, where digital revenue growth is close to compensating for print revenue decline.
Newspaper sales
Underlying newspaper sales revenues were down 4% in the first half of the year; on a statutory basis the decline was 4.4%, in line with plan, reflecting a conservative cover price strategy. Circulation volumes are improving their year on year performance and trending towards our target of single digit decline across the portfolio by year end.
Contract printing
Underlying Contract print revenues in the first half of the year were £1.1m higher than 2013, mainly driven by new business contracts won.
Other revenues
Reported other revenues were down £1.5m period on period. Sundry sales revenue declined £1.0m year on year. Leaflet revenue declined 25.7% year on year, with volumes continuing to decline in 2014 affected primarily by the closure of a number of free titles in the second half of 2012. This revenue shortfall has largely been offset by a corresponding saving in leaflet distribution costs.
Gross margin and operating profit
The Group achieved a statutory operating profit, from continuing operations, of £24.9m in the first half (June 2013 loss £228.8m).
The Group continues to balance the need for investment in digital and journalism and cost savings. Within operating profit, underlying operating expenses continue to be actively managed and have reduced by £7.1m compared with the same period in 2013. The reduction in costs includes current year savings (through lower headcount, office rationalisation and an assortment of other initiatives) as well as the full year effect of the savings made last year. We are confident that we will achieve further cost savings in the year.
The tight management of costs has allowed us to improve the Group's underlying operating margin for the first half to 20.9% compared with 19.3% in the first half of 2013.
Exceptional Items
Exceptional operating items totalling £2.9m have been recognised in the first half of 2014 (29 June 2013 £256.8m). This comprises £2.3m of restructuring costs, £1.0m of pension plan expenses and £0.4m of aborted disposal costs partially offset by £0.9m gains on property and print asset disposals. A significant net exceptional loss of £256.9m was recognised in the first half of 2013, of which £255.9m related to impairment. Refer to Note 4 for further details. £10m of exceptional revenue was recognised in 2013 from the termination of the remaining contract with News International.
Of the £2.9m charge to exceptional items in the period ended 28 June 2014 (29 June 2013 £256.8m), £1.9m were cash items (29 June 2013 £0.9m).
Exceptional financing items totalling £9.0m have been recognised in the period. Further breakdown of these items is provided in Note 4.
Dividend
No interim dividend has been proposed or paid to any shareholder in the current period. There were no ordinary dividends proposed but not paid or included in the accounting records in either of the comparative periods shown.
Financial position
At the period end, the Group had net assets of £216.8m, an increase of £119.7m on the position at 28 December 2013. This increase is a direct consequence of the recent refinancing transactions which are discussed later in the Interim Management Report.
Other income statement items
Finance costs
Finance costs | Jun-14 | Jun-13 | change |
£m | £m | £m | |
Interest on bond | (2.3) | - | (2.3) |
Interest on bank overdrafts and loans | (11.6) | (12.4) | 0.8 |
Payment-in-kind interest | (5.3) | (5.7) | 0.4 |
Amortisation of term debt issue costs | (2.3) | (2.0) | (0.3) |
Total operating finance costs | (21.5) | (20.1) | (1.4) |
Total exceptional finance costs | (9.0) | 0.0 | (9.0) |
Total finance costs | (30.5) | (20.1) | (10.4) |
Operational finance costs have increased by £1.4m compared to prior year, due to the interest accruing on the 8.625% Senior secured notes 2019 offered as part of the recent refinancing, for the period from 16 May 2014. Refer to Note 14 for further details.
Exceptional finance costs totalling £9.0m includes the £9.2m interest accrual release, and term debt issue costs written off in the period of £7.1m, following the refinancing. Other refinancing fees of £11.1m charged to exceptionals in the period relate to legal and professional fees associated with refinancing that were attributable to the equity and bond issue, the new revolving credit facility, the repayment of lending banks and noteholders and the new pension framework agreement.
Taxation (Refer to Note 7 in the condensed financial statements)
Corporation tax for the interim period is credited at 58.3% (29 June 2013: credited at 24.3%, 28 December 2013: credited at 25.8%), including deferred tax.
The tax on actuarial (losses)/gains on defined benefit pension schemes taken to the consolidated statement of comprehensive income is a credit of £2.4m comprising a deferred tax credit of £2.4m (29 June 2013: deferred tax charge £5.6m; 28 December 2013: deferred tax charge £9.3m).
Pensions (Refer to Note 15 in the condensed financial statements)
The Group's defined benefit pension plan deficit (as assessed under IAS19R) increased by £8.6m to £86.9m. The increase in the deficit was due to a reduction in the discount rate derived from long term corporate bonds yields.
Following the renegotiations of contributions to the deficit, the minimum amount of contributions committed to be paid to the scheme during 2014 is £6.3m; this contribution level has increased from prior year contributions of £5.7m.
Cash Flow/Net Debt
Following the recent refinancing, our interest charges on our gross debt are 8.625% (2013: 11.7% weighted average interest rate). The Group's net debt position has improved significantly compared to previous periods with net debt of £181.6m at 28 June 2014 (29 June 2013 £306.4m, 28 December 2013 £302.0m). The refinancing resulted in cash inflows of £360.5m, from the combined debt and equity raise, offset by repayment of historic debt and interest of £332.9m and financing fees paid of £15.6m in the period.
Cash held at 28 June 2014 was £39.5m, an increase of £12.9m compared to 29 June 2013, and £10.4m compared to 28 December 2013. Included in the cash balance at 28 June 2014 was £7m due to advisors and the Johnston Press defined benefit pension Trust, received as part of the refinancing, but not yet paid at the balance sheet date. The Group continues to maintain a tight control of working capital and capital expenditure with £3.7m having been spent on asset purchases (29 June 2013 £4.2m, full year 28 December 2013 £4.3m) offset by £6.3m received from non-essential asset sales (29 June 2013 £2.6m, full year 28 December 2013 £3.7m), and £6.5m received from the disposal of the Republic of Ireland publishing titles and assets.
Net cash outflow from continuing operations in the 26 weeks ended 28 June 2014 decreased 106.05% to £2.5m (2013 June : £41.3m inflow ; 2013 December : £54.1m inflow) which compares with EBITDA of £30.5m ( 2013 June: £32.8m; 2013 December : £62.6m). The operating cash flow was £29.6m lower than EBITDA principally as a result of redundancy payments made over the period and a modest working capital outflow.
Cash interest paid in the first half was £16.5m (29 June 2013 £18.2m, 28 December 2013 £24.8m), a decrease of 9.3% on the same period in 2013.
Financing
The Company announced on 23 June 2014 that it had successfully completed its Capital Refinancing Plan (announced on 9 May 2014). Gross proceeds of £140.0m were received by the Company in connection with the Placing and the Rights Issue, and further to the announcement made by the Company on 14 May 2014, gross proceeds of £220.5m were received from the offering of £225.0m 8.625% senior secured notes due 2019. The notes were issued at a discount of £4.5m.
All amounts previously outstanding were repaid and or cancelled in full, as at 23 June 2014 the Company paid in total £332.9m including the residual balance of Payment In Kind (PIK) interest and Make-Whole, and the interest accrued to 23 June 2014 amounting to £5m.
In addition, under the Capital Refinancing Plan the Company entered into a 4 year and 6 months (expiring 23 December 2018) £25m New Revolving Credit Facility which is currently undrawn.
Professional and legal fees associated with the refinancing have been incurred, totalling £21.1m. The fees related to £9.2m of equity related costs (Refer Note 16b - Share premium), £7.9m of bond issuance costs written off and £4.0m relating to legal and professional fees attributable to the equity and bond issue, the new revolving credit facility, the repayment of lending banks and noteholders and the new pension framework agreement (Refer to Note 4 - Exceptional items and 6c) Finance costs).
Events after balance sheet date
On 23rd July 2014, the Group received dividends from the Press Association totalling £2.1m.
Related party transactions
Related party transactions are disclosed in Note 19 to the condensed set of financial statements.
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 to include changes in gross domestic product and unemployment rates, levels of property transactions, new car sales and consumer confidence, public sector spending and the impact of the Scottish Independence referendum.
The Group has reviewed the list of principal risks and uncertainties reported in the 2013 Annual Report and updated this following the recent refinancing and sale of Euro based Irish titles. The Group has removed Interest rate risk and foreign exchange rate risk from its highlighted risks. This reflects the sales of the Euro based Irish titles, and the repayment of the Euro and USD denominated loan notes.
An explanation of the principal risks and uncertainties which could have a material impact on the Group's performance and how the Group seeks to mitigate the risks is described below.
Description of risk | Mitigation |
Further Reductions in Print Advertising | |
Print advertising revenues could decline at a faster rate due to further migration of customer spending to on-line media and a lack of consumer confidence in some of the markets in which we operate.
| The Group continues to develop its on-line advertising offering through partnerships, mobile apps and new verticals such as The Smartlist and WOW247. It also continues to invest in its sales expertise to ensure both a more proactive and effective approach and that the sales offering is fully understood by sales staff and customers. In addition the recent launch of Digital Kitbag will offer customers a full print and digital marketing service solution. |
Covenant Compliance | |
The Group has put in place new debt facilities: a £225m Bond, and a £25m Revolving Credit Facility (RCF). | The Bond has no maintenance covenants. The Group carefully monitors its obligations to Bond holders. The RCF has a single Net Debt / EBITDA covenant. The facility is undrawn at period end. |
Newsprint Price and Supply Risk | |
Following a period of relative stability, paper prices rose in 2013 and more recently have fallen. There is a risk to the business in terms of both supply and volatility of pricing of newsprint which, after staff costs, is the largest single expense incurred by the business, some 10% of the cost base.
| The Group carefully manages its consumption of newsprint through waste management, recycling, pagination and distribution of free titles. The Group also has some of the most efficient printing presses in the industry. Contracts are put in place with key suppliers to ensure security of supply and optimum pricing. |
Failure to Monetise Increased Readership of our News Websites | |
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. | Our digital strategy focuses on building digital audiences and revenues through new platforms and enhancing the content available to readers and advertisers. The Group has launched a number of paid-for news applications and continues to innovate its digital products.
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Pension Deficit Funding | |
The Group Defined Benefit pension scheme is currently in deficit leaving the Group responsible for potential shortfalls.
| The Group has renegotiated its contribution to the Defined Benefit pension deficit. The next review date is December 2015. |
Business Opportunities Constrained by Debt | |
Gross debt is currently £225m; the Group is operating above its optimal level of gearing. Further reduction in gearing is a key priority. However, this focus could lead to missed revenue opportunities if insufficient funds are left available for investment.
| The Group seeks to comply with all the requirements of its funding arrangements in the most cash-effective manner and carefully prioritises any funds available for investment to those areas which can provide the greatest long-term return. |
Restructuring Risk | |
The Group continues to implement restructuring programmes.
| The Group has developed a planned phased approach to implementing changes, including consultation and communication. |
Adequacy of Human Resources | |
Like most organisations there is an element of dependency on certain key individuals in the Group. | The Group has put in place succession planning across the organisation and this is reviewed at least annually by the Executive Directors and by the main Board.
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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. | The Group continues to promote loyalty schemes to encourage increased frequency of newspaper purchase and is seeking to increase subscription rates. In response to changing reader habits we have introduced news websites tailored to mobile devices, increased the frequency of updates and promoted news and mobile services.
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Slowdown in Rate of Digital Growth | |
The Group experienced strong growth in its digital income streams, in H2 2013 and H1 2014. The rate of growth could slow down if customers seek alternative routes to audiences served. | The Group continues to invest in improving its understanding of its audience and in growing its overall audience, as well as developing new products (eg: Digital Kitbag) to enable customers to reach their targeted audience and enable the Group to continue to participate in growth in digital advertising spend. |
Liquidity and Going Concern
Following the placing and rights issue, the Group now has gross debt of £225m. Cash on balance sheet of 28 June 2014 was £39.5m, and the Group has access to a £25m revolving credit facility (RCF) which is undrawn. The bond (Senior Secured notes) has a five year maturity due 2019, and the Group's RCF matures on 23 December 2018.
The Group's policy is to ensure it has committed funding in place sufficient to meet foreseeable peak borrowing requirements.
Based on its review, and after considering reasonably possible downside sensitivities, the Board is of the opinion that the Group has adequate financial resources to meet operational needs for the foreseeable future, and have concluded that it is appropriate to prepare the financial statements on a going concern basis.
Outlook
The Group has made further progress during the first half in implementing its strategy for growth, continuing to invest in technology to build its digital platform whilst maintaining a tight control on costs. Having reported its first underlying operating profit increase in seven years in 2013, the Group has now delivered further operating profit growth of 3.6% on an underlying basis in the half year to 28 June 2014.
On 23 June 2014 the Group completed its refinancing, raising £220.5m from its first bond issuance. This provides the Group with funding for 5 years, and offers a level of improved stability from which to develop the business. The Group's net debt fell from £302m at 28 December 2013, to £181.6m at 28 June 2014.
There are signs of economic growth in a number of the Group's geographic markets, and in some categories including motors and employment. The economic momentum has not yet reached all areas of the country in which the Group operates. Total Advertising revenue decline rates for the half year were 4.6%. July 2014 has seen a further improvement to a decline rate of just 2.1% compared to July 2013.
We remain focused on adapting our business to the changing environment in which we operate and reaching the point where digital growth will offset any further decline in print so that we can return to overall top line growth.
In view of this operational progress, we are confident in continuing to deliver on our stated strategy.
Responsibility Statement
We 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,
Chief Executive Officer Chief Financial Officer
Ashley Highfield David King
6 August 2014 6 August 2014
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 weeks ended 28 June 2014 which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated balance sheet, the consolidated cash flow statement and related notes 1 to 20. 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 weeks months ended 28 June 2014 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
6 August 2014
Johnston Press plc
Consolidated income statement for the 26 week period ended 28 June 2014
Restated1,2 | Restated1,2 | |||||||||
26 weeks to 28 June 2014 | 26 weeks to 29 June 2013 | 52 weeks to 28 December 2013 | ||||||||
Before exceptional items | Exceptional items3 | Total | Before exceptional items | Exceptional items | Total | Before exceptional items | Exceptional items | Total | ||
Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Continuing operations | ||||||||||
Revenue | 3(a) | 135,811 | - | 135,811 | 143,438 | 10,000 | 153,438 | 279,978 | 10,000 | 289,978 |
Cost of sales | (76,884) | - | (76,884) | (84,214) | - | (84,214) | (164,134) | - | (164,134) | |
Gross profit | 58,927 | - | 58,927 | 59,224 | 10,000 | 69,224 | 115,844 | 10,000 | 125,844 | |
Operating expenses | (31,090) | (2,919) | (34,009) | (31,189) | (10,963) | (42,152) | (62,025) | (44,380) | (106,405) | |
Impairment | - | - | - | - | (255,901) | (255,901) | - | (270,793) | (270,793) | |
Total operating expenses | (31,090) | (2,919) | (34,009) | (31,189) | (266,864) | (298,053) | (62,025) | (315,173) | (377,198) | |
Operating profit / (loss) | 27,837 | (2,919) | 24,918 | 28,035 | (256,864) | (228,829) | 53,819 | (305,173) | (251,354) | |
Financing | ||||||||||
Investment income | 5 | 50 | - | 50 | 383 | - | 383 | 393 | - | 393 |
Net finance expense on pension liabilities/assets1 | 6(a) | (1,750) | -
| (1,750) | (2,691) | - | (2,691) | (5,446) | - | (5,446) |
Change in fair value of borrowings | 6(b) | (563) | - | (563) | - | - | - | - | - | - |
Change in fair value of hedges | 6(b) | (1,353) | - | (1,353) | 2,822 | - | 2,822 | (1,691) | - | (1,691) |
Retranslation of USD debt | 6(b) | 2,398 | - | 2,398 | (5,116) | - | (5,116) | 1,749 | - | 1,749 |
Retranslation of Euro debt | 6(b) | 531 | - | 531 | (538) | - | (538) | (235) | - | (235) |
Finance costs | 6(c) | (21,483) | (9,046) | (30,529) | (20,059) | - | (20,059) | (39,808) | (724) | (40,532) |
Total financing costs | (22,170) | (9,046) | (31,216) | (25,199) | - | (25,199) | (45,038) | (724) | (45,762) | |
Share of results of associates | - | - | - | 2 | - | 2 | 2 | - | 2 | |
(Loss)/profit before tax | 5,667 | (11,965) | (6,298) | 2,838 | (256,864) | (254,026) | 8,783 | (305,897) | (297,114) | |
Tax | 7 | 1,190 | 2,485 | 3,675 | 3,027 | 58,591 | 61,618 | 3,923 | 72,638 | 76,561 |
(Loss)/profit from continuing operations | 6,857 | (9,480) | (2,623) | 5,865 | (198,273) | (192,408) | 12,706 | (233,259) | (220,553) | |
Net profit/(loss) from discontinued operations2 | 8 | 366
| - | 366 | 580 | (279) | 301 | 1,113 | (999) | 114 |
Consolidated (loss)/profit for the period | 7,223 | (9,480) | (2,257) | 6,445 | (198,552) | (192,107) | 13,819 | (234,258) | (220,439) |
1The adoption of IAS19R has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section for further details.
2Comparative income statement information has been restated to show the Republic of Ireland business as a discontinued operation due to its disposal on 1 April 2014.
3Items which are deemed to be non-recurring by virtue of their nature or size. Refer to note 4 for further details.
Restated1 | Restated1 | |||||||||
26 weeks to 28 June 2014 | 26 weeks to 29 June 2013 | 52 weeks to 28 December 2013 | ||||||||
Before exceptional items | Exceptional items | Total | Before exceptional items | Exceptional items | Total | Before exceptional items | Exceptional items | Total | ||
Notes | £'000 | £'000 | £'000 | £'000
| £'000 | £'000 | £'000 | £'000 | £'000 | |
From continuing and discontinued operations | 9 | |||||||||
Earnings per share (p) | ||||||||||
Basic | 0.29 | (0.38) | (0.09) | 0.68 | (21.06) | (20.38) | 1.42 | (24.28) | (22.86) | |
Diluted | 0.29 | (0.38) | (0.09) | 0.68 | (21.06) | (20.38) | 1.42 | (24.28) | (22.86) | |
From continuing operations | 9 | |||||||||
Earnings per share (p) | ||||||||||
Basic | 0.28 | (0.38) | (0.11) | 0.61 | (21.03) | (20.42) | 1.30 | (24.17) | (22.87) | |
Diluted | 0.28 | (0.38) | (0.11) | 0.61 | (21.03) | (20.42) | 1.30 | (24.17) | (22.87) |
1 Comparatives restated to show additional bonus issues and rights issue of 5,293,860,091 (refer note 16a) following the Group's announcement of the Capital Refinancing Plan.
Johnston Press plc
Consolidated statement of comprehensive income for the 26 week period ended 28 June 2014
Notes | Revaluation reserve | Translation reserve | Retained earnings |
Total | |
£'000 | £'000 | £'000 | £'000 | ||
Loss for the period | - | - | (2,257) | (2,257) | |
Items that will not be reclassified subsequently to profit or loss : | |||||
Actuarial loss on defined benefit pension schemes (net of tax) 2 | 15 | - | - | (9,718) | (9,718) |
- | - | (11,975) | (11,975) | ||
Items that may be reclassified subsequently to profit or loss : | |||||
Revaluation adjustment | (2) | - | 2 | - | |
Exchange differences on translation of foreign operations | - | 16 | - | 16 | |
Deferred tax on exchange differences | - | (7) | - | (7) | |
(2) | 9 | 2 | 9 | ||
Total comprehensive (loss)/income for the period | (2) | 9 | (11,973) | (11,966) |
Consolidated statement of comprehensive income for the 26 week period ended 29 June 2013
Restated1 | Restated1 | |||||
Revaluation reserve | Translation reserve | Retained earnings |
Total | |||
Notes | £'000 | £'000 | £'000 | £'000 | ||
Loss for the period | - | - | (192,107) | (192,107) | ||
Items that will not be reclassified subsequently to profit or loss : | ||||||
Actuarial gain on defined benefit pension schemes (net of tax)1,2 | 15 | - | - | 18,766 | 18,766 | |
- | - | 18,766 | 18,766 | |||
Items that may be reclassified subsequently to profit or loss : | ||||||
Revaluation adjustment | (6) | - | 6 | - | ||
Exchange differences on translation of foreign operations | - | 944 | - | 944 | ||
Deferred tax on exchange differences | - | (226) | - | (226) | ||
(6) | 718 | 6 | 718 | |||
Total comprehensive (loss)/income for the period | (6) | 718 | (173,335) | (172,623) | ||
1The adoption of IAS19R has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section for further details.
2Actuarial loss of £12,147,000 (June 2013: gain of £24,372,000) net of deferred tax credit of £2,429,000 (June 2013: deferred tax charge of £5,606,000)
Johnston Press plc
Consolidated statement of changes in equity for the 26 week period ended 28 June 2014
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 | 69,541 | 502,829 | 13,576 | 1,737 | (5,312) | 9,579 | (494,867) | 97,083 |
Total comprehensive loss for the period | - | - | - | (2) | - | 9 | (11,973) | (11,966) |
Recognised directly in equity : | ||||||||
Dividends (Note 10) | - | - | - | - | - | - | - | - |
Provision for share-based payments (Note 17) | - | - | 131 | - | - | - | - | 131 |
Share capital issued (Note 16a) | 46,630 | - | - | - | - | - | - | 46,630 |
Share premium arising (Note 16b) | - | 84,869 | - | - | - | - | - | 84,869 |
Options exercised | - | - | - | 8 | - | - | 8 | |
Release on exercise of share warrants | - | - | (601) | - | - | - | 601 | - |
Net change directly in equity | 46,630 | 84,869 | (470) | - | 8 | - | 601 | 131,638 |
Total movements | 46,630 | 84,869 | (470) | (2) | 8 | 9 | (11,372) | 119,672 |
Equity at end of the period | 116,171 | 587,698 | 13,106 | 1,735 | (5,304) | 9,588 | (506,239) | 216,755 |
Consolidated statement of changes in equity for the 26 week period ended 29 June 2013
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 | 65,081 | 502,818 | 18,959 | 1,783 | (5,589) | 9,267 | (318,402) | 273,917 |
Total comprehensive loss for the period | - | - | - | (6) | - | 718 | (173,335) | (172,623) |
Recognised directly in equity : | ||||||||
Dividends (Note 10) | - | - | - | - | - | - | (76) | (76) |
Provision for share-based payments (Note 17) | - | - | 347 | - | - | - | - | 347 |
Own shares purchased | - | - | - | - | (120) | - | - | (120) |
Share warrants exercised | 2,796 | 11 | - | - | - | - | - | 2,807 |
Release on exercise of share warrants | - | - | (3,466) | - | - | - | 3,466 | - |
Net change directly in equity | 2,796 | 11 | (3,119) | - | (120) | - | 3,390 | 2,958 |
Total movements | 2,796 | 11 | (3,119) | (6) | (120) | 718 | (169,945) | (169,665) |
Equity at end of the period | 67,877 | 502,829 | 15,840 | 1,777 | (5,709) | 9,985 | (488,347) | 104,252 |
Johnston Press plc
Consolidated balance sheet as at 28 June 2014
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
Notes | £'000 | £'000 | £'000 | |
Non-current assets | ||||
Intangible assets | 11 | 537,436 | 548,806 | 541,360 |
Property, plant and equipment | 12a | 52,777 | 57,291 | 54,181 |
Available for sale investments | 970 | 970 | 970 | |
Interests in associates | 22 | 22 | 22 | |
Trade and other receivables | 4 | 5 | 6 | |
Derivative financial instruments | 13 | - | 4,991 | - |
591,209 | 612,085 | 596,539 | ||
Current assets | ||||
Assets classified as held for sale | 12b | 2,389 | 13,520 | 6,625 |
Inventories | 2,080 | 2,347 | 2,545 | |
Trade and other receivables | 44,885 | 40,787 | 36,718 | |
Cash and cash equivalents | 39,452 | 26,595 | 29,075 | |
Derivative financial instruments | 13 | 15 | 630 | 1,108 |
88,821 | 83,879 | 76,071 | ||
Total assets | 680,030 | 695,964 | 672,610 | |
Current liabilities | ||||
Trade and other payables | 61,108 | 53,931 | 74,013 | |
Current tax liabilities | 1,687 | 947 | 752 | |
Retirement benefit obligation | 15 | 6,300 | 5,700 | 5,700 |
Borrowings | 14 | - | - | 8,553 |
Short-term provisions | 1,604 | 1,366 | 1,796 | |
70,699 | 61,944 | 90,814 | ||
Non-current liabilities | ||||
Borrowings | 14 | 221,063 | 328,200 | 314,863 |
Retirement benefit obligation | 15 | 80,638 | 93,724 | 72,634 |
Deferred tax liabilities | 86,690 | 103,991 | 92,776 | |
Trade and other payables | 133 | 139 | 136 | |
Long-term provisions | 4,052 | 3,714 | 4,304 | |
392,576 | 529,768 | 484,713 | ||
Total liabilities | 463,275 | 591,712 | 575,527 | |
Net assets | 216,755 | 104,252 | 97,083 | |
Equity | ||||
Share capital | 16a | 116,171 | 67,877 | 69,541 |
Share premium account | 16b | 587,698 | 502,829 | 502,829 |
Share-based payment reserve | 17 | 13,106 | 15,840 | 13,576 |
Revaluation reserve | 1,735 | 1,777 | 1,737 | |
Own shares | (5,304) | (5,709) | (5,312) | |
Translation reserve | 9,588 | 9,985 | 9,579 | |
Retained earnings | (506,239) | (488,347) | (494,867) | |
Total equity | 216,755 | 104,252 | 97,083 |
Johnston Press plc
Consolidated cash flow statement for the 26 week period ended 28 June 2014
26 weeks to | 26 weeks to | 52 weeks to | ||
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
Notes | £'000 | £'000 | £'000 | |
Cash flows from operating activities | ||||
Cash (used in)/generated from operations | 18 | (2,465) | 41,336 | 54,145 |
Income tax received/(paid) | 918 | (2,800) | (2,800) | |
Cash generated from discontinued operations | 678 | 87 | 392 | |
Net cash (outflow)/inflow from operating activities | (869) | 38,623 | 51,737 | |
Investing activities | ||||
Interest received | 19 | 6 | 16 | |
Dividends received | 31 | 377 | 377 | |
Proceeds on disposal of publishing titles | - | - | 1,965 | |
Proceeds on disposal of property, plant and equipment | 6,251 | 2,631 | 3,697 | |
Expenditure on digital intangible assets | (1,748) | - | (3,033) | |
Purchases of property, plant and equipment | (2,015) | (4,196) | (4,320) | |
Disposal proceeds and investing activities of discontinued operations | 6,473 | 1 | 1 | |
Net cash provided by/(used in) investing activities | 9,011 | (1,181) | (1,297) | |
|
|
|
| |
Financing activities | ||||
Issuance of bonds | 220,500 | - | - | |
Issue of shares | 16a,16b | 140,680 | 2,807 | 4,471 |
Dividends paid | - | (76) | (152) | |
Interest paid | (16,546) | (18,246) | (24,803) | |
Repayment of bank borrowings | (204,738) | (22,199) | (26,586) | |
Repayment of loan notes | (121,798) | (5,802) | (6,473) | |
Refinancing fees | (15,611) | - | (514) | |
Purchase of foreign currency options | (260) | - | - | |
Cash movement relating to own shares held | 8 | (120) | (97) | |
Net cash provided by/(used in) financing activities | 2,235 | (43,636) | (54,154) | |
Net increase/(decrease) in cash and cash equivalents | 10,377 | (6,194) | (3,714) | |
Cash and cash equivalents at beginning of period | 29,075 | 32,789 | 32,789 | |
Cash and cash equivalents at end of period | 39,452 | 26,595 | 29,075 |
Johnston Press plc
Notes to the condensed set of financial statements
1. General Information
The condensed financial information for the 26 weeks to 28 June 2014 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 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 28 December 2013 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 28 December 2013, 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. Whilst the report was unqualified, there was however an emphasis of matter in relation to going concern.
The next annual financial statements of the Group for the 53 weeks to 3 January 2015 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 half-yearly financial 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 on page 13.
The Interim Report was approved by the Directors on 5 August 2014 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. 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 report. Accordingly, they continue to adopt the going concern basis of accounting in preparing the unaudited condensed consolidated interim financial statements.
On 23 June 2014 the Company announced that it had successfully completed its Capital Refinancing Plan (announced on 9 May 2014). Gross proceeds of £140.0 million were received by the Company in connection with the Placing and Rights Issue, and further to the announcement made by the Company on 14 May 2014, gross proceeds of £220.5 million were received from the offering of £225.0 million 8.625% senior secured notes due 2019 at a discount of £4.5 million. Previous borrowings outstanding were repaid and cancelled as at 23 June 2014 resulting in the payment of £332.9 million (refer to note 14). In addition, the Company entered into a 4 year and 6 month £25 million Super Senior Revolving Facility Agreement ("RCF") which is currently undrawn. Under the RCF, the Group has one financial covenant, measured quarterly, requiring the achievement of a specified ratio of consolidated leverage to consolidated EBITDA for the last 12 months.
As part of the refinancing process, the Board has undertaken a recent and thorough review of its forecasts and associated risks. These forecasts extend for a period of 12 months from the date of approval of these unaudited condensed consolidated interim financial statements and demonstrate the availability of adequate financial resource and demonstrate compliance with financial covenants over the period. Based on its review and after considering reasonably possible downside sensitivities, the Directors are satisfied that it is reasonable to adopt the going concern basis of accounting.
Basis of Accounting
Adoption of new or amended standards and interpretations in the current period
In the current financial period, the Group has adopted the following new standards, amendments to standards and interpretations which are effective for periods commencing from 1 January 2013 onwards. With the exception of the impact of IAS 19 (revised 2011) which is explained below, their adoption has not had any significant impact on the amounts reported in these interim financial statements but may impact the accounting for future transactions and arrangements. Further details of the impact of adoption will be included in the 53 weeks to 3 January 2015 financial statements.
IAS 19 (revised 2011) - Employee benefits ('IAS 19R') is effective for annual periods beginning on or after 1 January 2013. The key changes are that the deferral of actuarial gains and losses is no longer permitted and the deficit should be recognised in full on the balance sheet (subject to any restrictions in IFRIC 14) and the finance cost, which was the difference between the interest on liabilities and expected return on assets has been replaced by a net interest cost. In most cases the finance cost will increase as the expected return on assets will effectively be based on the discount rate (i.e. the returns available on AA-rated corporate bonds) with no allowance made for any outperformance expected from the Plan's actual asset holding. More disclosure will be required about the risks posed by the Plan.
The amendments to IAS 19R have impacted the presentation of pensions related gains and losses in the income statement and statement of comprehensive income. For the restated periods ended 29 June 2013 and 28 December 2013, the lower expected return on assets reduced the level of pension income that was recognised in the income statement leading to a higher net expense of £5.0 million and £10.2 million before tax respectively. The amounts recognised in other comprehensive income reduced by £5.0 million and £10.2 million respectively. There was no change in the statement of financial position or cash flow statement as a result of implementing IAS 19R.
IFRS 13 - Fair Value Measurement: applies whenever another IFRS requires or permits fair value measurements, or disclosures about fair value measurements, with some limited exceptions. The IFRS applies to measurements such as fair value less costs to sell that are clearly based upon fair value, as well as to disclosures about such items. IFRS 13 provides a consistent framework with a single definition of fair value as 'the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date'. IFRS 13 disclosures as required are reflected in the notes to these financial statements.
Amendments to IFRS 10, IFRS 12 and IAS 27 - Investment Entities (endorsed 20 November 2013)
IAS 36 (amendments) - Recoverable Amount Disclosures for Non-Financial Assets (endorsed 19 December 2013)
IAS 39 - Novation of Derivatives and Continuation of Hedge Accounting (endorsed 19 December 2013)
Critical judgements in applying the Group's accounting policies
In the process of applying the Group's accounting policies, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements (apart from those involving estimations, which are dealt with below).
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
Exceptional items
Exceptional items include significant transactions such as the costs associated with restructuring of businesses along with material items including for example revenue received on the termination of significant print contracts, significant pension related costs, the disposal or exit of a significant property directly linked to restructuring and impairment of intangible and tangible assets together with the associated tax impact. The Company considers such items are material to the Income Statement and their separate disclosure is necessary for an appropriate understanding of the Group's financial performance. These items have been presented as a separate column in the Group Income Statement.
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.
Assets held for sale
Where a property or a significant item of equipment (such as a print press or property no longer required as part of Group operations) is marketed for sale, management is highly committed to the sale and the asset is available for immediate sale, the Group classifies that asset as held for sale. If the asset is expected to be sold within twelve months, the asset is classed as a current asset. The value of the asset is held at the lower of the net book value or the expected realisable sale value.
The Directors have estimated the sale values based on the current price that the asset is being marketed at and advice from independent property agents. The actual sale proceeds may differ from the estimate.
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 where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. Where there is a break clause in the contract, rentals are provided for up to that point. In addition, an estimate is made of the likelihood of sub-letting the premises and any rentals that would be receivable from a sub tenant. Where receipt of sub-lease rentals is considered reasonable, these amounts are deducted from the rentals payable by the Group under the lease and provision charged for the net amount.
Under the terms of a number of property leases, the Group is required to return the property to its original condition at the lease expiry date. The Group has estimated the expected costs of these dilapidations and charged these costs to the Income Statement. No discounting has been applied to the provision as the effect of the discounting is not considered material.
Valuation of share-based payments
The Group estimates the expected value of equity-settled share-based payments and this is charged through the Income Statement over the vesting periods of the relevant awards. The cost is estimated using a Black-Scholes valuation model. The Black-Scholes calculations are based on a number of assumptions that are set out in Note 30 of the 28 December 2013 financial statements, and are amended to take account of estimated levels of share vesting and exercise.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the period end date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are discussed below.
Impairment of publishing titles and print presses
Determining whether publishing titles are impaired requires an estimation of the value in use of the cash generating units (CGUs) to which these assets are allocated. Key areas of judgement in the value in use calculation include the identification of appropriate CGUs, estimation of future cash flows expected to arise from each CGU, the long-term growth rates and a suitable discount rate to apply to cash flows in order to calculate present value. The Group has identified its CGUs based on the seven geographic regions in which it operates. This is considered to be the lowest level at which cash inflows generated are largely independent of the cash inflows from other groups of assets and has been consistently applied in the current and prior periods. At the interim period an assessment has been made of whether any potential triggering event has arisen which would require an interim review of the carrying value - no such event has arisen and no impairment loss has been recognised in 2014 (June 2013: £194.5m, December 2013: £202.4m). The carrying value of publishing titles at 28 June 2014 was £533.1 million (June 2013: £548.8m; December 2013: £538.5m). Details of the impairment reviews that the Group performs are provided in Note 11.
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.
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. This 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 from the yield on corporate bonds;
the actual returns on investments experienced as compared to the expected rates used in the previous valuation;
the actual rates of salary and pension increase as compared to the expected rates used in the previous valuation;
the forecast inflation rate experienced as compared to the expected rates used in the previous valuation; and
mortality assumptions.
Details of the assumptions used to determine the liability at 28 June 2014 are set out in Note 15.
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 weeks period ended 28 June 2014 | £'000 | £'000 | £'000 | £'000 |
Revenue | ||||
Print advertising | 70,853 | - | - | 70,853 |
Digital advertising | 14,068 | - | - | 14,068 |
Newspaper sales | 39,720 | - | - | 39,720 |
Contract printing | - | 6,314 | - | 6,314 |
Other | 4,099 | 757 | - | 4,856 |
Total external sales | 128,740 | 7,071 | - | 135,811 |
Inter-segment sales1 | - | 19,089 | (19,089) | - |
Exceptional items | - | - | - | - |
Total revenue | 128,740 | 26,160 | (19,089) | 135,811 |
Operating profit/(loss) | ||||
Segment result before exceptional items | 26,140 | 1,697 | - | 27,837 |
Exceptional items | (2,765) | (154) | - | (2,919) |
Net segment result | 23,375 | 1,543 | - | 24,918 |
|
|
|
| |
Investment income | 50 | |||
Net finance expense on pension liabilities/assets | (1,750) | |||
Net IAS 21/39 adjustments2 | 1,013 | |||
Net finance costs | (30,529) | |||
Share of result of associates | - | |||
Loss before tax | (6,298) | |||
Tax | 3,675 | |||
Loss after tax for the period - continuing operations | (2,623) | |||
Profit after tax for the period - discontinued operations | 366 | |||
Consolidated loss after tax for the period | (2,257) |
1Inter segment sales are charged at prevailing market prices.
2Relates to changes in fair value of hedges, retranslation of USD and retranslation of Euro denominated debt.
Publishing | Contract printing |
Eliminations |
Group | |
26 weeks period ended 28 June 2013 | £'000 | £'000 | £'000 | £'000 |
Revenue | ||||
Print advertising | 78,053 | - | - | 78,053 |
Digital advertising | 11,404 | - | - | 11,404 |
Newspaper sales | 41,560 | - | - | 41,560 |
Contract printing | - | 6,056 | - | 6,056 |
Other | 5,530 | 835 | - | 6,365 |
Total external sales | 136,547 | 6,891 | - | 143,438 |
Inter-segment sales1 | - | 20,204 | (20,204) | - |
Exceptional items | - | 10,000 | - | 10,000 |
Total revenue | 136,547 | 37,095 | (20,204) | 153,438 |
Operating (loss)/profit | ||||
Segment result before exceptional items | 26,338 | 1,697 | - | 28,035 |
Exceptional items | (207,165) | (49,699) | - | (256,864) |
Net segment result | (180,827) | (48,002) | - | (228,829) |
|
|
|
| |
Investment income | 383 | |||
Net finance expense on pension liabilities/assets | (2,691) | |||
Net IAS 21/39 adjustments2 | (2,832) | |||
Net finance costs | (20,059) | |||
Share of result of associates | 2 | |||
Loss before tax | (254,026) | |||
Tax | 61,618 | |||
Loss after tax for the period - continuing operations | (192,408) | |||
Profit after tax for the period - discontinued operations | 301 | |||
Consolidated loss after tax for the period | (192,107) |
1Inter segment sales are charged at prevailing market prices.
2Relates to changes in fair value of hedges, retranslation of USD and retranslation of Euro denominated debt.
The accounting policies of the reportable segments are the same as the Group's accounting policies described in the Group's annual consolidated financial statements for the 52 weeks to 28 December 2013. Segment result represents the profit earned by each segment without allocation of the share of results of associates, investment income, finance costs (including in relation to pension assets and liabilities) and income tax expense. This is the measure reported to the Group's Chief Executive for the purposes of resource allocation and assessment of segment performance.
The Group, in common with the rest of the publishing industry, is subject to the main holiday periods of Easter, summer and Christmas. Since these fall across both half years, the Group's financial results are not usually subject to significant seasonal variations.
b) Segment Assets
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
Notes | £'000 | £'000 | £'000 | |
Assets | ||||
Publishing | 646,466 | 650,610 | 638,679 | |
Contract printing | 33,549 | 38,763 | 32,823 | |
Total segment assets | 680,015 | 689,373 | 671,502 | |
Unallocated assets | 15 | 6,591 | 1,108 | |
Consolidated total assets | 680,030 | 695,964 | 672,610 |
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 with the exception of available-for-sale investments and derivative financial instruments.
c) Other Segment Information
26 weeks to 28 June 2014 | 26 weeks to 29 June 2013 | 52 weeks to 28 December 2013 | ||||||||
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 | 1,987 | 28 | 2,015 | 4,130 | - | 4,130 | 4,320 | - | 4,320 | |
Depreciation and amortisation expense | 1,883 | 819 | 2,702 | 2,119 | 2,714 | 4,833 | 4,108 | 3,644 | 7,752 | |
Impairment of property, plant and equipment | - | - | - | - | 57,907 | 57,907 | 1,443 | 62,252 | 63,695 | |
Net impairment of intangibles | - | - | - | 194,472 | - | 194,472 | 202,427 | - | 202,427 | |
4. Exceptional Items
Exceptional items included with the Group Income Statement are:
26 weeks to 28 June 2014 | Restated1 26 weeks to 29 June 2013 | Restated1 52 weeks to 28 December 2013 | ||
Notes | £'000 | £'000 | £'000 | |
Revenue | ||||
Termination of print contract | - | 10,000 | 10,000 | |
Total revenue - exceptional items | - | 10,000 | 10,000 | |
Operating expenses | ||||
Pensions | ||||
Plan expenses2 | 15 | (1,060) | (3,139) | (6,347) |
Pension protection fund contribution | - | (3,063) | (4,408) | |
Section 75 pension debt | - | - | (1,268) | |
Restructuring costs | (2,315) | (4,923) | (32,061) | |
Gain on disposal | 860 | 166 | 199 | |
Other | (404) | (4) | (495) | |
Total exceptional operating expenses | (2,919) | (10,963) | (44,380) | |
Impairment of : | ||||
Intangible assets | - | (194,472) | (202,427) | |
Property, plant and equipment | - | (57,907) | (63,695) | |
Assets held for sale | - | (3,522) | (4,671) | |
Total exceptional impairment | - | (255,901) | (270,793) | |
Total exceptional finance costs | 6c | (9,046) | - | (724) |
Net exceptional items | (11,965) | (256,864) | (305,897) | |
Taxation on exceptional items | 2,485 | 58,591 | 72,638 | |
Total exceptional items after tax | (9,480) | (198,273) | (233,259) |
1Comparative income statement information has been restated to show the Republic of Ireland business as a discontinued operation due to its disposal on 1 April 2014.
2The adoption of IAS19R has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section for further details.
Revenue
In 2013, the Group recognised revenue of £10.0 million (June 2014: £nil, June 2013: £10m, December 2013: £10m) from the termination of a long term printing contract with News International following its closure of News of the World in 2012. There is no exceptional revenue to be reported for the period ended 28 June 2014.
Operating expenses - pensions
Exceptional charges were recorded in prior periods to reflect additional pension levy and Section 75 obligations agreed by the Company and trustee (refer note 15).
Plan expenses in 2014 comprise £380,000 additional administration expenses incurred in connection with refinancing (2013: £nil) and pension levy expenses of £680,000 (June 2013: £3,139,000; December 2013: £6,347,000).
Operating expenses - restructuring costs
Restructuring costs relate to reorganisations designed to reduce costs largely carried out in 2013 but further continued in 2014 (June 2014: £1.0m; June 2013: £4.4m; December 2013: £24.4m). Other restructuring costs include early lease termination costs (June 2014: £nil; June 2013: £nil; December 2013: £3.0m), empty property costs (June 2014: £nil; June 2013: £0.7m; December 2013: £1.4m), dilapidations (June 2014: £nil; June 2013: £nil; December 2013: £1.4m ), and other associated legal and consulting fees and dual-running office costs (June 2014: £1.3m; June 2013: £nil; December 2013: £2.8m ).
Operating expenses - gain on disposal
In line with Group policy, disposal gains of £0.8 million were recognised in Exceptional Items during the period relating to two significant property disposals, which were held as Assets Classified as Held for Sale at 28 December 2013. Print press equipment was sold in the period with gains on disposal of £0.1 million (June 2013: £0.2m; December 2013: £0.2m).
A net gain of £0.4 million from several property disposals were included in operating profit during the period; this is in line with Group policy.
Operating expenses - other
The Group incurred other operating expenses of £0.4 million (June 2013 £nil; December 2013 £0.5m ) relating to legal and consulting fees for aborted or other disposals.
Impairment of intangible assets, property, plant and equipment and assets held for sale
In the period ended 28 June 2014, there was no impairment of intangible assets (June 2014: £nil, June 2013: £194.4m; December 2013: £202.4m, ). There was no write-downs in the value of presses or property assets in the period (June 2014: £nil, June 2013: £57.9m; December 2013: £63.7m ), or write-downs in assets held for sale (June 2014: £nil, June 2013: £3.5m; December 2013: £4.6m ).
Finance costs
Exceptional finance costs totalling £9.0 million (June 2013: £nil; December 2013: £nil) includes the £9.2 million interest accrual release, and term debt issue costs written off in the period of £7.1 million, following the refinancing. Other refinancing fees of £11.1 million (June 2013: £nil; December 2013: £0.7m) charged to exceptionals in the period relate to legal and professional fees associated with refinancing that were attributable to the equity and bond issue, the new revolving credit facility, the repayment of lending banks and noteholders and the new pension framework agreement. Refer to note 6c for further details.
Tax-effect of exceptional items
The Group has disclosed a £2.5 million tax credit (June 2013: £58.6m; December 2013: £72.6m) in relation to the total exceptional items of £12.0 million (June 2013: £256.9m; December 2013: £305.9m)
5. Investment Income
Restated1 | Restated1 | |||
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
£'000 | £'000 | £'000 | ||
Income from available for sale investments | - | 381 | 378 | |
Income from other investments | 31 | - | - | |
Interest receivable | 19 | 2 | 15 | |
50 | 383 | 393 |
1Comparative income statement information has been restated to show the Republic of Ireland business as a discontinued operation due to its disposal on 1 April 2014.
6. Finance Costs
a) Net Finance Expense on Pension Liabilities/Assets
Restated1 | Restated1 | |||
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
£'000 | £'000 | £'000 | ||
Interest on assets | 9,590 | 8,401 | 16,781 | |
Interest on liabilities | (11,340) | (11,092) | (22,227) | |
Net finance expense on pension liabilities/assets | (1,750) | (2,691) | (5,446) | |
1The adoption of IAS19R has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section for further details.
IAS19R replaces the finance cost on the defined benefit obligation and the expected return on plan assets with a net finance charge, based on the defined benefit liability and the discount rate, measured at the start of the period (29 December 2012). Accordingly, a discount rate of 4.65% has been applied on both interest on assets and liabilities (June 2013: 4.50%; December 2013: 4.50%).
b) IAS 21/39 items
All movements in the fair value of derivative financial instruments are recorded in the Income Statement. In the current period, this movement was a net charge of £1.4 million (June 2013: £2.8m net gain; December 2013: £1.7m net charge). The retranslation of foreign denominated debt resulted in a net gain of £2.9 million (June 2013: £5.7m net charge; December 2013: net gain £1.5m). This is a result of GBP appreciating against the US Dollar and the Euro currencies, 3.4% and 4.4% respectively, to 28 June 2014. The retranslation of the Euro denominated publishing titles held at fair value is shown in the Statement of Comprehensive Income.
In addition, the fair value movement on the 8.625% Senior Secured Bonds 2019 resulted in a loss of approximately £0.6 million. Refer to note 14.
c) Finance Costs
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
£'000 | £'000 | £'000 | ||
Interest on bond | (2,286) | - | - | |
Interest on bank overdrafts and loans | (11,561) | (12,352) | (23,504) | |
Payment-in-kind interest | (5,345) | (5,735) | (12,148) | |
Amortisation of term debt issue costs | (2,291) | (1,972) | (4,156) | |
Total operational finance costs | (21,483) | (20,059) | (39,808) | |
Interest accrual release | 9,181 | - | - | |
Term debt issue costs | (7,145) | - | - | |
Gain on debt extinguishment | 2,036 | - | - | |
Refinancing fees | (11,082) | - | (724) | |
Total exceptional finance costs | (9,046) | - | (724) | |
Total finance costs | (30,529) | (20,059) | (40,532) |
The interest accrual release of £9.2 million includes a release of the PIK accrual of £25.7 million less £6.4 million PIK payment and £10.1 million Make-Whole interest paid due to early debt repayment. The term debt issue costs write off of £7.1 million represents the remaining term debt issue costs after amortisation at the date of repayment.
The £11.1 million refinancing fees relates to legal and professional fees associated with the recent refinancing that were attributable to the equity and bond issue, the new revolving credit facility, the repayment of lending banks and noteholders and the new pension framework agreement. These have been recorded in the Income Statement.
7. Tax
The tax credit comprises:
28 June 2014 | Restated1,2 29 June 2013 | Restated1,2 28 December 2013 | ||
£'000 | £'000 | £'000 | ||
Corporation tax | - | 819 | 617 | |
Deferred tax | (3,675) | (62,437) | (77,178) | |
Total tax credit | (3,675) | (61,618) | (76,561) | |
Profit /(loss) before tax | (6,298) | (254,026) | (297,114) | |
Tax at 21.5% (June 2013 : 23.25% ; Dec 2013: 23.25%) | (1,354) | (59,061) | (69,079) | |
Tax effect of items that are not deductible or not taxable in determining taxable profit |
(2,239) |
555 |
7,133 | |
Tax effect of share of results of associate | - | - | - | |
Tax effect of investment income | (7) | (88) | (88) | |
Effect of other tax rates | (75) | (1,092) | 2,838 | |
Unrecognised deferred tax assets | - | - | 2,508 | |
Other items | - | - | - | |
Effect of reduction in deferred tax rate | - | - | (19,214) | |
Adjustment in respect of prior years | - | (1,932) | (659) | |
Total tax credit | (3,675) | (61,618) | (76,561) |
1The adoption of IAS19R has affected the measurement and presentation of pension related gains and losses. Refer to the Accounting policies section for further details.
²Comparative income statement information has been restated to show the Republic of Ireland business as a discontinued operation due to its disposal on 1 April 2014.
The basic rate tax applied for the 2014 period of 21.5% (2013 period of 23.25%) was a blended rate due to the tax rate of 23% in effect for the first quarter of 2014, changing to 21% from 1 April 2014 under the 2013 Finance Bill. (2013: 24% in effect for first quarter and 23% from 1 April 2013).
Corporation tax for the interim period is credited at 58.3% (June 2013: credited at 24.3%, December 2013: credited at 25.8%), including deferred tax.
8. Discontinued operations
On 1 April 2014 the Group completed the disposal of the Republic of Ireland titles to Iconic Newspapers, part of Mediaforce Limited, for a cash consideration of £7.1 million. The assets were written down by £8.0 million at 28 December 2013 in anticipation of the disposal and therefore no profit or loss has been recorded in the current period for the disposal.
In accordance with IFRS 5 'Non-Current Assets Held for Sale and Discontinued Operations', the results and cash flows of this 'disposal group' are reported separately from the performance of continuing operations at each reporting date and comparatives have been restated.
The net profit from discontinued operations for the period ended 28 June 2014 was £0.3m. As part of the disposal, a transitional services agreement (TSA) was agreed between the Group and Mediaforce. The TSA includes services such as pre-press, human resources, payroll, collections and information technology for varying periods of time. Since the disposal, the Group has recognised income of £0.2m under the TSA. This income has been included in the net profit / (loss) from discontinued operations for the period.
Profit on disposal of operations
28 June 2014 | |
£'000 | |
Publishing titles | 5,406 |
Property, plant and equipment | 267 |
Net assets disposed | 5,673 |
Add : Disposal costs | 1,369 |
Carrying value of disposed operations | 7,042 |
Consideration satisfied by cash | 7,042 |
Gain on disposal of Republic of Ireland titles | - |
Disposal proceeds and investing activities of discontinued operations
28 June 2014 | |
£'000 | |
Cash consideration (above) | 7,042 |
Transaction costs paid | (569) |
Net cash consideration | 6,473 |
9. 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
Restated1 | Restated1 | |||
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
£'000 | £'000 | £'000 | ||
Earnings | ||||
Loss for the period | (2,257) | (192,107) | (220,439) | |
Preference dividend2 | - | (76) | (152) | |
Earnings for the purposes of basic and diluted earnings per share | (2,257) | (192,183) | (220,591) | |
Exceptional items (after tax) | 9,480 | 198,552 | 234,258 | |
Earnings for the purposes of underlying earnings per share | 7,223 | 6,369 | 13,667 |
000's | 000's | 000's | ||
Number of shares | ||||
Weighted average number of ordinary shares for the purpose of basic earnings per share3 | 2,464,161 | 942,837 | 964,917 | |
Effect of dilutive potential ordinary shares : | ||||
warrants and employee share options | - | - | - | |
deferred bonus shares | - | - | - | |
Number of shares for the purposes of diluted earnings per share | 2,464,161 | 942,837 | 964,917 |
Pence | Pence | Pence | ||
Earnings per share (p) | ||||
Basic | (0.09) | (20.38) | (22.86) | |
Underlying4 | 0.29 | 0.68 | 1.42 | |
Diluted5 | (0.09) | (20.38) | (22.86) |
1Comparative earnings restated for the adoption of IAS19R and comparative number of shares restated to show additional bonus issues and rights issue of 5,293,860,091 (refer note 16a) following the Group's announcement of the Capital Refinancing Plan.
2 In line with IAS 33, the preference dividend and the number of preference shares are excluded from the calculation of earnings per share.
3 The weighted average number of ordinary shares are shown excluding treasury shares.
4 Underlying figures are presented to show the effect of excluding exceptional items from earnings per share.
5 Diluted earnings per share are presented when a company could be called upon to issue shares that would decrease net profit or increase loss per share.
Continuing operations
Restated1 | Restated1 | |||
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
£'000 | £'000 | £'000 | ||
Earnings | ||||
Loss for the period | (2,623) | (192,408) | (220,553) | |
Preference dividend2 | - | (76) | (152) | |
Earnings for the purposes of basic and diluted earnings per share | (2,623) | (192,484) | (220,705) | |
Exceptional items (after tax) | 9,480 | 198,273 | 233,259 | |
Earnings for the purposes of underlying earnings per share | 6,857 | 5,789 | 12,554 |
000's | 000's | 000's | ||
Number of shares | ||||
Weighted average number of ordinary shares for the purpose of basic earnings per share3 | 2,464,161 | 942,837 | 964,917 | |
Effect of dilutive potential ordinary shares : | ||||
warrants and employee share options | - | - | - | |
deferred bonus shares | - | - | - | |
Number of shares for the purposes of diluted earnings per share | 2,464,161 | 942,837 | 964,917 |
Pence | Pence | Pence | ||
Earnings per share (p) | ||||
Basic | (0.11) | (20.42) | (22.87) | |
Underlying4 | 0.28 | 0.61 | 1.30 | |
Diluted5 | (0.11) | (20.42) | (22.87) |
1Comparative earnings restated for the adoption of IAS19R and comparative number of shares restated to show additional bonus issues and rights issue of 5,293,860,091 (refer note 16a) following the Group's announcement of the Capital Refinancing Plan.
2 In line with IAS 33, the preference dividend and the number of preference shares are excluded from the calculation of earnings per share.
3 The weighted average number of ordinary shares are shown excluding treasury shares.
4 Underlying figures are presented to show the effect of excluding exceptional items from earnings per share.
5 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.
10. Dividends
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
£'000 | £'000 | £'000 | ||
Amounts recognised as distributions in the period | ||||
Preference dividends paid | - | 76 | 152 |
Pence | Pence | Pence | ||
Dividend paid per share | ||||
Preference | - | 6.875 | 13.75 |
No interim dividend has been proposed or paid to any shareholder in the current period. 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 16a for additional explanations of resolutions made on dividends on preference shares.
11. Intangible Assets
Publishing titles | Digital intangible assets | Total | ||
Notes | £'000 | £'000 | £'000 | |
Cost | ||||
Opening balance | 1,302,277 | 3,033 | 1,305,310 | |
Additions | - | 1,747 | 1,747 | |
Disposals | 8 | (153,154) | - | (153,154) |
Closing balance | 1,149,123 | 4,780 | 1,153,903 | |
Accumulated impairment losses and amortisation | ||||
Opening balance | 763,741 | 209 | 763,950 | |
Amortisation for the period | - | 265 | 265 | |
Disposals | 8 | (147,748) | - | (147,748) |
Impairment losses for the period | - | - | - | |
Closing balance | 615,993 | 474 | 616,467 | |
Carrying amount | ||||
Opening balance | 538,536 | 2,824 | 541,360 | |
Closing balance | 533,130 | 4,306 | 537,436 |
28 June 2014 | |||
£'000 | |||
Scotland | 52,127 | ||
North | 217,231 | ||
Northwest | 61,512 | ||
Midlands | 120,082 | ||
South | 46,291 | ||
Northern Ireland | 35,887 | ||
Total carrying amount of publishing titles | 533,130 |
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. No indicators of impairment have been identified at 28 June 2014 hence no impairment test has been performed as at 28 June 2014. As a result, no impairment charge has been recognised in the period (28 June 2013 £194.4m, 28 December 2013 £202.4m).
Digital intangible assets
Digital intangible assets primarily relate to the new design of the Group's 196 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 five years. Amortisation for the year has been charged through cost of sales.
12a. Property, Plant & Equipment
Freehold land and buildings £'000 | Leasehold buildings £'000 | Plant and machinery £'000 | Motor Vehicles £'000 | Total £'000 | |
Cost | |||||
At 28 December 2013 | 63,782 | 6,247 | 124,185 | 4,841 | 199,055 |
Additions | - | 505 | 1,510 | - | 2,015 |
Disposals | (611) | (13) | (3,296) | (975) | (4,895) |
Transferred to/from assets held for sale during the period | (1,337) | 551 | (313) | - | (1,099) |
Reclassification | (531) | 535 | (4) | - | - |
Exchange differences | (26) | - | (98) | (7) | (131) |
At 28 June 2014 | 61,277 | 7,825 | 121,984 | 3,859 | 194,945 |
Depreciation | |||||
At 28 December 2013 | 35,859 | 3,836 | 100,361 | 4,818 | 144,874 |
Disposals | (379) | (8) | (3,061) | (973) | (4,421) |
Charge for the period | 303 | 108 | 2,010 | 16 | 2,437 |
Transferred to/from assets held for sale during the period | (939) | 640 | (307) | - | (606) |
Reclassification | 1,176 | 290 | (1,466) | - | - |
Exchange differences | (11) | 1 | (97) | (9) | (116) |
At 28 June 2014 | 36,009 | 4,867 | 97,440 | 3,852 | 142,168 |
Carrying amount | |||||
At 28 December 2013 | 27,923 | 2,411 | 23,824 | 23 | 54,181 |
At 28 June 2014 | 25,268 | 2,958 | 24,544 | 7 | 52,777 |
12b. Assets classified as held for sale
The Company held £2.4m assets held for sale at fair value as shown below, the assets held for sale are classified as Level 3 accordingly to IFRS 13. The Directors have estimated the sale values based on the current price that the asset is being marketed at and advice from independent property agents.
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
£'000 | £'000 | £'000 | ||
Freehold land and buildings | 2,079 | 12,791 | 6,340 | |
Leasehold buildings | 125 | - | 36 | |
Plant and machinery | 185 | 729 | 249 | |
Carrying amount | 2,389 | 13,520 | 6,625 |
13. Derivative Financial Instruments
The Company held only foreign exchange options at 28 June 2014 measured at fair value as shown below. These financial instruments are classified as Level 2 according to IFRS 13 and are valued with reference to prevailing quoted forward exchange rates of the US Dollar to the British Pound at the balance sheet date.
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
28 June 2014 | Notes | £'000 | £'000 | £'000 |
Current asset | ||||
Interest rate caps | - | - | 4 | |
Foreign exchange options | 15 | 630 | 1,104 | |
15 | 630 | 1,108 | ||
Non current asset | ||||
Interest rate caps | - | 76 | - | |
Foreign exchange options | - | 4,915 | - | |
- | 4,991 | - | ||
Total | 15 | 5,621 | 1,108 |
14. Borrowings
The Company announced on 23 June 2014 that it had successfully completed its Capital Refinancing Plan (announced on 9 May 2014). Gross proceeds of £140.0 million were received by the Company in connection with the Placing and the Rights Issue, and further to the announcement made by the Company on 14 May 2014, gross proceeds of £220.5 million from the offering of £225.0 million 8.625% senior secured notes due 2019. The notes were issued at a discount of £4.5 million.
All amounts previously outstanding were repaid and cancelled in full; as at 23 June 2014 the Company paid in total £332.9 million of which the total Payment In Kind (PIK) interest and Make-Whole amounted to £16.5 million and the interest accrued up to 23 June 2014 amounted to £5 million.
In addition, under the Capital Refinancing Plan the Company entered into a 4 year and 6 months (expiring 23 December 2018) £25 million New Revolving Credit Facility (RCF) which is currently undrawn. The Company incurred a £0.9 million arrangement fee associated with the RCF, which the Company will amortise over the term.
The borrowings at 28 June 2014 are recorded at quoted market fair value and classified as Level 1 according to IFRS 13. As the borrowings are shown at fair value the associated issue costs against the 8.625% Senior secured notes 2019 have been charged to the Income Statement (refer to note 6b). The borrowings at previous period ends were recorded at amortised cost.
28 June 2014 | 29 June 2013 | 28 December 2013 | |
£'000 | £'000 | £'000 | |
Bank loans | - | 205,682 | 200,851 |
Private placement loan notes | - | 118,086 | 110,994 |
Payment-in-kind interest accrual | - | 14,770 | 20,372 |
8.625% Senior secured notes 20191 | 221,063 | - | - |
221,063 | 338,538 | 332,217 | |
Term debt issue costs | - | (10,338) | (8,801) |
Total borrowings | 221,063 | 328,200 | 323,416 |
The borrowings are disclosed in the financial statements as:
28 June 2014 | 29 June 2013 | 28 December 2013 | |
£'000 | £'000 | £'000 | |
Current borrowings | - | - | 8,553 |
Non-current borrowings | 221,063 | 328,200 | 314,863 |
Total borrowings | 221,063 | 328,200 | 323,416 |
The Group's net debt is:
28 June 2014 | 29 June 2013 | 28 December 2013 | |
£'000 | £'000 | £'000 | |
Gross borrowings as above | 221,063 | 328,200 | 323,416 |
Cash and cash equivalents | (39,436) | (26,595) | (29,075) |
Impact of foreign currency hedge instruments | (15) | (5,545) | (1,104) |
Net debt including foreign currency hedge instruments | 181,612 | 296,060 | 293,237 |
Term debt issue costs | - | 10,338 | 8,801 |
Net debt excluding term debt issue costs | 181,612 | 306,398 | 302,038 |
18.625% Senior secured notes 2019 breakdown | |
Principal Amount | 225,000 |
Bond discount | (4,500) |
Fair value loss | 563 |
Total | 221,063 |
15. Retirement Benefit Obligation
For the purposes of these financial statements, the Group has applied the requirements of the standard IAS 19 Employee Benefits (Revised 2011) for the period ended 28 June 2014, which introduces changes to the recognition, measurement, presentation and disclosure of post-employment benefits. The standard impacts the measurement of various components in the defined benefit pension obligation and associated disclosures, but not the Group's total obligation. The standard replaces the finance cost on the defined benefit obligation and the expected return on plan assets with a net finance charge or income, based on the defined benefit liability or asset and the discount rate, measured at the start of the period. This has increased the finance charge in the Condensed Consolidation Income Statement with an equal and offsetting movement in actuarial gains and losses in the Condensed Consolidated Statement of Comprehensive Income. Refer to the change in accounting treatment section below for further details.
Characteristics of the Group's pension related liabilities
The Johnston Press Retirement Savings Plan
The Johnston Press Retirement Savings Plan is a defined contribution Master Trust arrangement for current employees, operated by Zurich. Contributions by the Group are a percentage of basic salary. Employer contributions range from 1 per cent of basic salary, for employees statutorily enrolled, through to 12 per cent 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. Based on the outcome of the triennial valuation at 31 December 2010, the fixed annual contribution amount of £5.7 million became payable from 1 June 2012 under the schedule of contributions agreed between the Company and the Plan Trustees. However, pursuant to the Pension Framework Agreement (described further below) entered into on the implementation of the Capital Refinancing Plan, these contributions increased . As described further below the increase in contributions is backdated to 1 January 2014. Under the rules of the Johnston Press Pension Plan, additional contributions may be payable on the disposal of Group companies.
In August 2009, the Johnston Press Pension Plan was granted security over £170 million of the Group's assets, on substantially the same terms as the creditors of the then Existing Lending Facilities and Private Placement Notes. These security interests remained in place following the amendment and restatement of the Override Agreement on 24 April 2012.
The current IFRS and actuarial valuation of the Johnston Press Pension Plan excludes the impact of the Capital Refinancing Plan. A new valuation of the Johnston Press Pension Plan as at 31 December 2012 was commissioned by the Trustee and takes account of the Capital Refinancing Plan. The deadline for finalising the valuation was extended by agreement with the Plan Trustees and was signed after the balance sheet date.
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 Company and certain of its subsidiaries in relation to any default on a payment obligation under the Johnston Press Pension Plan has been removed. In return for the removal of this security and the aforementioned guarantee, an unsecured cross-guarantee has been provided on implementation of the Capital Refinancing Plan by the Company and certain of its subsidiaries in favour of the Plan Trustees in relation to any default on a payment obligation under the Johnston Press Pension Plan. Each claim made under the unsecured cross-guarantee is capped at an amount equal to the aggregate S75 debt of the Johnston Press Pension Plan at the date any claim made by the Plan Trustees falls due.
The deficit as at the 31 December 2012 valuation date will be sought to be addressed over an 11 year period by entry into a recovery plan providing for contributions starting at £6.3 million in 2014, £6.5 million in 2015 and £10.0 million in 2016 increasing by three per cent per annum with a final payment of £12.7 million in 2024.
Settlement of unpaid PPF levies and Section 75 debts.
The Johnston Press Pension Plan will be entitled to receive 25 per cent 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 Company will also pay additional contributions to the Johnston Press Pension Plan in the event that the 2014/2015 PPF levy or the 2015/2016 PPF levy is less than £3.2 million, equal to the amount the levy falls below £3.2 million, up to a maximum of £2.5 million.
Additional contributions will also be payable to the Johnston Press Pension Plan in the event that the Group satisfies certain conditions in relation to financial leverage.
The Company will pay 25% of net proceeds from the sale of its Republic of Ireland titles to the pension plan in September 2014.
This funding agreement needs to be reflected in the valuation documentation of the Johnston Press Pension Plan, which must be submitted to the Pensions Regulator who may exercise certain powers if it is not compliant with the relevant legislation. If the Johnston Press Pension Plan's funding position deteriorates after successful implementation of the Capital Refinancing Plan then the contributions may have to be revisited and additional contributions to the Johnston Press Pension Plan may be required. Contributions would ordinarily only be revisited in the context of the triennial valuation of the Johnston Press Pension Plan, although the Plan Trustees have power to call a valuation earlier if they resolve to do so.
Irish Pension Schemes
In addition, the Group maintains liability for two defined benefit schemes providing benefits for a small number of former employees in Limerick and Leinster. Both schemes have been closed to future accrual since 2010 and are either already being wound up (in the case of Leinster) or will be wound up in the short term future (in the case of Limerick).
Change in accounting treatment - adoption of IAS 19R
Changes in accounting treatment have been reflected in the Condensed Consolidated Financial Statements retrospectively and the impact on the Condensed Consolidated Income Statement and Condensed Consolidated Statement of Other Comprehensive Income for the period ending 29 June 2013 and 28 December 2013 is as follows :
Impact on income statement
Notes | 29 June 2013 | 28 December 2013 | |
As reported - consolidated loss for the period | (188,245) | (211,966) | |
IAS 19R - Increase in net finance charges | (1,877) | (3,870) | |
IAS 19R - Plan expenses | 4 | (3,139) | (6,347) |
Income statement - net increase | (5,016)1 | (10,217)1 | |
Deferred tax | 1,154 | 1,744 | |
As restated - consolidated loss for the period | (192,107) | (220,439) |
1As a result of the adoption of IAS 19R, the Group records a higher net expense within the income statement of £5.0 million and £10.2 million at June 2013 and December 2013
respectively. Equally, other comprehensive income reduces by £5.0 million and £10.2 million at June 2013 and December 2013 respectively.
Other comprehensive income - (loss)/gain on pension
29 June 2013 | 28 December 2013 | |
As reported - Actuarial (loss)/gain recognised net of tax | 14,904 | 30,1561 |
As reported - Difference between actual and expected return | (17,547) | (30,338) |
IAS 19R - Gains/losses on plan assets in excess of interest | 22,563 | 39,055 |
Other comprehensive income - net decrease | 5,0162 | 8,7172,3 |
As restated - Actuarial (loss)/gain recognised | 19,920 | 38,873 |
Deferred tax on pension remeasurements | (1,154) | (1,744) |
As restated - Actuarial (loss)/gain recognised net of tax | 18,766 | 37,129 |
1Actuarial (loss)/gain recognised net of tax of £29,025,000 plus additional deferred tax asset arising from changes in tax rate of £1,131,000.
2As a result of the adoption of IAS 19R, the Group records a higher net expense within the income statement of £5.0 million and £10.2 million at June 2013 and December 2013 respectively. Equally, other comprehensive income reduces by £5.0 million and £10.2 million at June 2013 and December 2013 respectively.
3During the period October to December 2013, the Group contributed £1.5 million into the pension fund for pension protection fund levy. This increased other comprehensive income by £1.5 million and decreased cash at bank by £1.5 million.
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 | 28 June 2014 | 29 June 2013 | 28 December 2013 | |
Employment costs: | ||||
Defined contribution scheme | (2,250) | (2,555) | (4,550) | |
Defined benefit scheme | ||||
Plan expenses1 | (1,409) | (3,139) | (6,347) | |
Net finance cost on Johnston Press Pension Plan | 6(a) | (1,750) | (2,691) | (5,446) |
Total defined benefit scheme | (3,159) | (5,830) | (11,793) | |
Total pension costs | (5,409) | (8,385) | (16,343) |
1Relates to administrative expenses incurred in managing the pension fund amounting to £729,000 (£349,000 recognised within operating items before exceptional items and
£380,000 recognised within operating exceptional items). Additionally includes £680,000 pension protection fund levy.
Other comprehensive income - (loss)/gain on pension
28 June 2014 | 29 June 2013 | 28 December 2013 | |
Gains/(losses) on plan assets in excess of interest | 1,208 | 22,563 | 39,055 |
Experience gains and losses arising on the benefit obligation | (1,481) | - | (6,116) |
Changes in assumptions underlying the present value of the benefit obligation | (11,874) | 1,809 | 13,473 |
Actuarial (loss)/gain recognised in the statement of comprehensive income | (12,147) | 24,372 | 46,412 |
Deferred tax | 2,429 | (5,606) | (9,283) |
Actuarial (loss)/gain recognised in the statement of comprehensive income net of tax | (9,718) | 18,766 | 37,129 |
Statement of financial position - net defined benefit pension (deficit)/surplus and other pension related liabilities
28 June 2014 | 29 June 2013 | 28 December 2013 | |
£'000 | £'000 | £'000 | |
Amounts included in the Group Statement of Financial Position : | |||
Fair value of scheme assets | 425,718 | 403,152 | 420,306 |
Present value of defined benefit obligations | (512,656) | (502,576) | (498,640) |
Total liability recognised | (86,938) | (99,424) | (78,334) |
Amount included in current liabilities | 6,300 | 5,700 | 5,700 |
Amount included in non-current liabilities | (80,638) | (93,724) | (72,634) |
Analysis of amounts recognised of the net defined benefit pension (deficit)/surplus
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
Notes | £'000 | £'000 | £'000 | |
Net defined benefit pension (deficit)/surplus at beginning of period | (78,334) | (121,319) | (121,319) | |
Defined benefit obligation at beginning of period | 498,640 | 504,111 | 504,111 | |
Income statement : | ||||
Current service cost | - | - | - | |
Past service cost | - | - | - | |
Interest cost | 11,340 | 11,092 | 22,227 | |
Other comprehensive income : | ||||
Experience (gains) and losses | 1,481 | - | 6,116 | |
Remeasurements of defined benefit obligation : | ||||
arising from changes in demographic assumptions | - | - | (25,849) | |
arising from changes in financial assumptions | 11,874 | (1,809) | 12,376 | |
Cash flows : | ||||
Age related rebates | - | 511 | 511 | |
Benefits paid (by fund and Group) | (10,679) | (11,329) | (20,852) | |
Defined benefit obligation at end of the period | 512,656 | 502,576 | 498,640 | |
Fair value of plan assets at beginning of period | 420,306 | 382,792 | 382,792 | |
Income statement : | ||||
Interest income on plan assets | 9,590 | 8,401 | 16,781 | |
Pension Protection Fund payments | (680) | (3,139) | (6,347) | |
Administration costs | (729) | - | - | |
Other comprehensive income : | ||||
Return on plan assets less gain | 1,208 | 22,563 | 39,055 | |
Cash flows : | ||||
Company contributions - receivable | 503 | - | - | |
Company contributions | 18 | 6,199 | 3,353 | 8,366 |
Age related rebates | - | 511 | 511 | |
Benefits paid (by fund and Group) | (10,679) | (11,329) | (20,852) | |
Fair value of plan assets at end of period | 425,718 | 403,152 | 420,306 | |
Net defined benefit pension (deficit)/surplus at end of period | (86,938) | (99,424) | (78,334) |
Analysis of fair value of plan assets
28 June 2014 | 29 June 2013 | 28 December 2013 | |
£'000 | £'000 | £'000 | |
Equities | 63,593 | 262,260 | 268,394 |
Bonds | 101,804 | 51,563 | 67,507 |
Diversified Growth Funds | 147,198 | 15,410 | - |
Others1 | 113,123 | 73,919 | 84,405 |
Total fair value of plan assets | 425,718 | 403,152 | 420,306 |
1 Other mainly includes LDI, protected Rights Funds, index linked gilts.
Following extensive discussions with the pension trustees, Pension Regulator and the Company, it has been agreed that the mix of investments should be split 50% growth allocation and 50% protection allocation.
Analysis of financial assumptions
Valuation at | Valuation at | Valuation at | |
28 June 2014 | 29 June 2013 | 28 December 2013 | |
Discount rate | 4.35% | 4.80% | 4.65% |
Future pension increases | |||
Deferred revaluations (CPI) | 2.05% | 2.25% | 2.40% |
Pensions in payment (RPI) | 3.25% | 3.25% | 3.40% |
Life expectancy | |||
Male | 22.2 years | 23.1 years | 22.1 years |
Female | 24.2 years | 23.1 years | 24.1 years |
Other pension related obligations
The Company has agreed to pay the expenses of the Johnston Press Pension Plan and the Pension Protection Fund ('PPF') levy as they fall due.
As a result of the exceptional charges recorded in 2013 less payments of £1.5 million paid into the pension fund, the Group holds an accrual of £3 million, which it believes will be sufficient to cover the pension levy charges for the period 2014/2015. Following the reduction in gearing the Group expects a reduction in pension levy costs from 2015/2016, subject to future changes in the ratings applied by the Pension Protection Fund.
The Johnston Press Pension Plan (the "Plan") is subject to a potential increase in its liabilities in the event that historic benefit equalisation has not validly taken effect for a specific group of members. The Group's lawyers have advised that an application to court should be made for a declaration that normal retirement dates for these members were validly equalised as intended, and currently anticipate a successful outcome in relation to that application. On 23 June 2014, they advised that in making the application, the cost of equalisation to be used in the application would be in the range of £8 million to £18 million based on two different equalisation calculation methods. The expectation is that any hearing in relation to this matter would take place in late 2014 or early 2015. No provision has been made in the Group's assessed pension deficit or financial statements. Based on advice to the trustees of the Plan, the Company anticipates the maximum obligation in relation to this matter (in the event that the court application is not successful) to be in the region of £8 million.
16a. Share Capital
The Company announced on 23 June 2014 that it had successfully completed its Capital Refinancing Plan (announced on 9 May 2014). Total gross proceeds of £140.0 million were received by the Company, approximately £2.3m through a Placing of 13,676,149 new placing shares at 17.0 pence and £137.7m through the issue of 4,589,637,232 new ordinary shares at 3.0 pence per rights issue share. The allotment of shares were granted at the general meeting of the Company held on 27 May 2014 in order to implement the Capital Refinancing Plan and following completion of the Placing and Rights Issue, the number of Ordinary Shares in issue is 5,293,860,091.
As at 28 June 2014 the share capital amounted to £116.2m and the Group has 5,293,860,091 ordinary shares at 1p each at par. The below table illustrates the analysis of share capital as a result of capital re-organisation.
Ordinary Shares | £'000 | |
Opening Balance 28 Dec 20131 | 684,352,165 | 68,435 |
Cash generated under the Group company share option scheme1,2 | 1,108,705 | 111 |
Cash generated through exercise of share warrants1,2 | 4,833,738 | 483 |
Placing shares3 | 13,676,149 | 137 |
Rights issue3 | 4,589,889,334 | 45,899 |
Movement | 4,609,507,926 | 46,630 |
Closing Balance 28 June 2014 | 5,293,860,091 | 115,065 |
Preference Shares | £'000 | |
Opening Balance 28 Dec 2013 & Closing Balance 28 June 2014 | 1,105,600 | 1,106 |
Total Share Capital | 116,171 |
1 In total generated 690,294,608 shares at £69,029,461. Capital reorganisation occurred whereby ordinary shares of 10p nominal value were subdivided into one ordinary share of 1p and one deferred share of 9p.
2 Share option and share warrant exercises generated a net cash inflow of £658,000 (refer cash flow statement). Issue of share capital generated £594,000 and issue of share premium generated £64,000 (refer note 16b)
3 The Group's Capital Refinancing Plan raised gross proceeds of £2,325,000 through a placing of 13,676,149 new placing shares at a placing price of 17p and £137,697,000 through the issue of 4,589,889,334 new ordinary shares (6.52 for 1 rights issue) at 3p per rights issue. This in total generated a capital injection of £140,022,000 (refer cash flow statement). Placing shares of £2,325,000 were generated via issue of share capital £137,000 and share premium £2,188,000 (refer note 16b). Rights issue of £137,697,000 were generated via issue of share capital £45,899,000 and share premium £91,798,000 (refer note 16b).
28 June 2014 | 28 Dec 2013 | |
£'000 | £'000 | |
Issued | ||
684,352,165 ordinary shares of 10p each | - | 68,435 |
5,293,860,091 ordinary shares of 1p each | 52,939 | - |
690,294,608 deferred shares of 9p each | 62,126 | - |
756,000 13.75% Cumulative Preference Shares of £1 each | 756 | 756 |
349,600 13.75% 'A' Preference Shares of £1 each | 350 | 350 |
Total Issued share capital | 116,171 | 69,541 |
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 to distribute profits, to a fixed dividend of 13.75% and rank in priority to the ordinary shares. Given the discretionary nature of the dividend right, the preference shares are considered to be equity under IAS 32.
As published in our 2013 Annual Report the Directors were advised that certain distributions made on the 13.75% Cumulative Preference Shares and 13.75% 'A' Preference Shares in financial years ending 28 December 2013, 29 December 2012 and 31 December 2011 and in the period ended June 2012 have been made without fully complying with the relevant requirements of the Companies Act 2006.
At the recent Company's Annual General Meeting on 27 June 2014, and at reconvened meetings of the holders of 13.75% Cumulative Preference Shares and 13.75% "A" Cumulative Preference Shares held on 16 July 2014, a special resolution was approved to ratify the dividend payments and as a result the Company and Directors have been released of any obligation associated with the breach of the Companies Act 2006 in respect of these dividends.
Share warrants
During the period, 4,833,738 ordinary shares of 10p each were issued following the exercise of share warrants, generating £483,374 of cash for the Company. Each of the placing and rights issue and the Capital Reorganisation constituted an "Adjustment Event", as a result of which the number of Warrants were adjusted pursuant to adjustment provisions. 39,359,979 warrants were outstanding prior to the announcement of the rights issue. In accordance with the terms of the Warrants, the Adjustment Event resulted in 30,359,979 Warrants being issued to warrant holders each giving the holder the right to subscribe for 7.6689949 ordinary shares at an exercise price of £0.03949 per share, all of which were outstanding at the balance sheet date.
16b. Share Premium
28 June 2014 | |
£'000 | |
Opening Balance 28 December 2013 | 502,829 |
Share premium generated under the Group savings related share option scheme1 | 64 |
Placing shares2 | 2,188 |
Rights issue2 | 91,798 |
Capitalised costs associated with raising new capital | (9,181) |
Total movement | 84,869 |
Closing Balance 28 June 2014 | 587,698 |
1 Share option and share warrant exercises generated a net cash inflow of £658,000 (refer cash flow statement). Issue of share capital generated £594,000 (refer note 16a) and issue of share premium generated £64,000.
2 The Group's Capital Refinancing Plan raised gross proceeds of £2,325,000 through a placing of 13,676,149 new placing shares at a placing price of 17p and £137,697,000 through the issue of 4,589,889,334 new ordinary shares (6.52 for 1 rights issue) at 3p per rights issue. This in total generated a capital injection of £140,022,000 (refer cash flow statement). Placing shares of £2,325,000 were generated via issue of share capital £137,000 (refer note 16a) and share premium £2,188,000. Rights issue of £137,697,000 were generated via issue of share capital £45,899,000 (refer note 16a) and share premium £91,798,000.
As detailed in note 16a, the Company completed its Capital Refinancing Plan on 23 June 2014. The costs associated with raising new equity amounted to £9.2 million and have been recognised against share premium.
At the Company's Annual General Meeting on 27 June 2014, a special resolution was approved to initiate a process to reduce the Company's share premium account by £275 million to eliminate the accumulated deficit of approximately £133.1 million on the Company's profit and loss account and create distributable reserves for the Company going forward.
17. 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:
28 June 2014 | 29 June 2013 | 28 December 2013 | |
£'000 | £'000 | £'000 | |
Included in operating expenses | 131 | 347 | 5121 |
1 £507,000 continuing operations and £5,000 discontinued operations.
The cumulative provision for share-based payments of £13,106,000 (30 June 2013: £15,840,000; 29 December 2013: £13,576,000) is shown as a reserve in the Group Statement of Financial Position.
18. Notes to the Cash Flow Statement
28 June 2014 | 29 June 2013 | 28 December 2013 | ||
Notes | £'000 | £'000 | £'000 | |
Operating profit/(loss) | 24,918 | (228,829) | (251,354) | |
Adjustments for exceptional items: | ||||
Impairment of publishing titles | - | 194,472 | 202,427 | |
Write down of print presses | - | 57,907 | 63,695 | |
Write down in carrying value of assets held for sale | - | 3,522 | 4,671 | |
Exceptional pension protection fund contribution | 1,060 | 6,202 | 12,023 | |
Exceptional legal and other professional fees | (1,169) | - | 1,169 | |
Exceptional redundancy costs | (14,003) | - | 17,820 | |
Adjustments for non cash items: | ||||
Amortisation of intangible assets | 265 | - | 209 | |
Depreciation charges | 2,430 | 4,806 | 7,497 | |
Charge for share based payments | 17 | 131 | 347 | 507 |
Pensions administrative expenses | 349 | - | - | |
Profit on disposal of property, plant and equipment | (1,589) | (660) | (1,266) | |
Currency differences | 16 | (85) | (148) | |
Operating items before working capital changes: | ||||
Net pension funding contributions | 15 | (6,199) | (3,353) | (8,366) |
Movement in long term provisions |
| (381) | (451) | 499 |
Cash generated from operations before workings capital changes |
|
5,828 |
33,878 |
49,383 |
|
| |||
Working capital changes : | ||||
Decrease in inventories | 465 | 503 | 305 | |
(Increase)/decrease in receivables | (8,248) | 1,034 | 4,753 | |
Increase/(decrease) in payables | (510) | 5,921 | (296) | |
Cash (used in)/generated from operations | (2,465) | 41,336 | 54,145 |
19. Related Party Transactions
There have been no related party transactions that have occurred during the first six months 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 2013 Annual Report and Accounts that could do so.
20. Contingent liability
On 1 April 2014, the Group entered into a sale agreement with Iconic Newspaper 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 to the sale, Johnston Press plc agreed to provide a 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 following completion of the sale.
Related Shares:
Johnston Press PLC