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Final Results

9 Mar 2018 07:00

RNS Number : 1951H
Independent News & Media PLC
09 March 2018
 

 

 PROFIT BEFORE TAX OF €28.5M, CASH BALANCE OF €91.5M

Dublin and London 9 March 2018: Independent News & Media PLC (INM ID, INM LN) today announces its full year results for the 12 months ended 31 December 2017.

KEY HIGHLIGHTS[1]

 

(€m except where stated)

2017

2016[1]

Change

Total revenue

293.0

323.4

-9.4%

Profit before tax2

28.5

41.8

-31.8%

Operating Margin2

9.4%

12.4%

-300 bps

Basic & Diluted EPS2

1.8c

2.9c

-1.1c

Cash and Cash Equivalents

91.5

84.8

+6.7

Net Assets

76.1

62.3

+13.8

 

· Total revenues of €293.0m, down 9.4%

Total revenues of €293.0m were down 9.4% on the prior year. This was primarily driven by a decline in total advertising revenues of 10.6%, and a decline in circulation revenues of 8.4% which also impacted distribution revenues which were down 9.5%. Within total advertising, publishing advertising revenues declined by 13.0% while digital revenues remained in line with prior year at €15.1m.

· Digital revenues in line with prior year

Digital revenues have remained in line with prior year despite 2016 revenues including a 53rd week. On a 52 week versus 52 week basis digital revenues have grown by 1.0% year on year. Growth has primarily come from INM's classified businesses, including CarsIreland.ie. Digital advertising revenue has declined due to the move away from direct selling to lower yielding programmatic selling. The Group has seen continued strong growth in the CarsIreland.ie business, with revenues increasing by over 45% on a like for like basis.

 

· Profit before tax2 of €28.5m

Profit before tax2 of €28.5m was down 31.8% on the prior year. This reduction was primarily due to continued revenue challenges and increased libel and legal costs. The revenue challenges were somewhat mitigated by cost savings. The operating margin2 increases from 9.4% to 11.9% excluding the impact of these increased libel and legal costs.

 

· Operating costs2 €265.5m, down 6.2%

Operating costs2 have decreased by 6.2%, notwithstanding the increased libel and legal costs referred to above and in INM's Trading Statements in 2017.

 

· Net exceptional charge of €12.1m

The Group recorded a total net exceptional charge of €12.1m in 2017, which included:

Ø A charge of €12.7m relating to the impairment of the Belfast Telegraph masthead;

Ø A charge of €1.8m related to miscellaneous other items including restructuring costs (primarily redundancy costs in the Island of Ireland) and acquisition related expenses;

Ø A charge of €1.5m relating to a severance payment to the former CEO;

Ø A retirement benefits accounting adjustment of €2.9m; and

Ø A gain of €1.0m in relation to the release of an onerous dilapidations provision.

 

· Balance sheet strengthened

Net assets increased by €13.8m to €76.1m. The cash balance has risen to €91.5m, up €6.7m year on year despite increased libel and legal payments and payments to the retirement benefit obligation schemes of €14.1m, a portion of which was one-off as part of the wind-up agreement. In July 2017, the Group and the Trustees of two of its Republic of Ireland defined benefit pension schemes reached an agreement to commence the wind-up of the schemes. The agreement has brought certainty for the future for both the Group and the scheme members.

 

[1] Results to 31 December 2016 include an extra (53rd) week

2 Pre-exceptionals

3 ABC Jul to Dec 2017

4 TGI NI 2017

5 Per Adobe Analytics

6 Per Google Analytics

· Group cash balance of €91.5m

The Group ended the year with a cash balance of €91.5m. The increase of €6.7m year on year was generated primarily from the EBITDA performance, somewhat offset by cash outflows relating to retirement benefit obligations, movement in provisions/working capital, exceptional expenditure, capital expenditure and corporation tax payments. The movement in provisions/working capital is impacted by two significant trade debtor balances totalling €2.2m which were both subsequently received post year end.

· Governance

In 2017, INM appointed a new CEO and subsequently in March 2018, four new non-executive directors to the Board. A new Chairman was appointed by the Board in March 2018. These appointments bring a wealth of experience and expertise in the media industry and the wider corporate world, further strengthening and supporting INM's Board to ensure the Group is equipped to meet the demands of the rapidly changing industry. These appointments also ensure that the Board and its key committees meet the composition recommendations of the UK Corporate Governance Code.

Separately, the Group continues to comply with requirements from the ODCE and is taking all necessary steps to meet the ODCE's requests.

· Strategic initiatives

The Group continues to actively review potential partnership and acquisition opportunities that diversify the Group's revenues. For example, in 2017 the Group in partnership with Caltray Limited launched Offscript, a producer of digital video content for branded advertising. Additionally, an agreement was signed in November 2017 to acquire the trading business, Supreme Stationery, and certain assets of Hegadon Limited.

 

The Board and Management are currently collaborating closely with EY on the development of a strategic plan which will provide a roadmap for the future. This plan will involve reshaping the business model to address the challenges faced by the industry.

 

· Capital reduction

The Board has commenced work to progress the Capital Reduction proposal which was approved by shareholders at the extraordinary general meeting of the Company held on 5 December 2016, and intends to seek, for good corporate governance reasons, shareholders' confirmation of this proposed capital reduction at the forthcoming AGM in May.

· Dividend

The Directors are not proposing a dividend for 2017.

 

 

Outlook

 

The outlook for 2018 is for continued difficult trading conditions within the media sector as key revenues - advertising, circulation and distribution - face further declines. INM's digital advertising revenues within the Irish market will continue to be challenged by the domination of global platforms such as Facebook and Google. EBIT from the underlying business is expected to perform in line with market expectations. The Group intends to make a significant investment to reshape the business and to deliver the strategic plan.

 

  

 

[1] Results to 31 December 2016 include an extra (53rd) week

2 Pre-exceptionals

3 ABC Jul to Dec 2017

4 TGI NI 2017

5 Per Adobe Analytics

6 Per Google Analytics

STATEMENTS

 

Mr Murdoch MacLennan, Chairman, Independent News & Media PLC, said: "I have just taken on the role of Chairman of the Group in the last few days but I am well aware of the challenges currently facing news and online publishers all over the world. While our Group experienced difficult trading conditions over the course of 2017, I am confident that a robust development strategy is being put in place, with the assistance of EY, which will open a pathway for us to identify a successful future for our business.

 

INM's focus over the coming year will be on implementing that new strategy, while at the same time protecting our existing core print and online business. Reassuringly, the Group has maintained its leadership position in the print publishing market and with independent.ie we have Ireland's most trusted and most visited news website.

 

I would like to sincerely thank the Board, Management and every employee in INM for their contribution to the Group in 2017 and their ongoing commitment and support as we seek to make further progress in 2018 and the years ahead. Based on the plans I have seen since joining the Board, I believe that we can look forward to the future with both confidence and optimism. "

 

 

Mr Michael Doorly, Group Chief Executive Officer, Independent News & Media PLC, said: "The full year results for 2017 clearly demonstrate the major challenges facing our Group and our industry. Despite these challenges, the Group recorded a PBT of €28.5 million and has a cash balance of €91.5 million.

 

The Board and Management, with the assistance of consultants EY, are currently reviewing all the Group's operations to develop a clear strategy for future growth. The establishment of an implementation team will be central to the successful delivery of this strategic plan and will involve investment in people and technology.

 

I would like to thank the staff of INM for their continued commitment and resolve in the face of these challenging times. They have enthusiastically engaged with Management in developing our new strategy and will play a key role in successfully implementing it over the coming months and years."

 

[1] Results to 31 December 2016 include an extra (53rd) week

2 Pre-exceptionals

3 ABC Jul to Dec 2017

4 TGI NI 2017

5 Per Adobe Analytics

6 Per Google Analytics

 

OPERATIONAL HIGHLIGHTS

Publishing performance

 

· The Irish Independent continues to lead the quality daily market with an ABC3 of 90,107, maintaining its No.1 position. It has over 50% of the daily quality market in the Republic of Ireland and sells more copies per day on average than The Irish Times and Irish Examiner combined.

 

· The Sunday Independent, which recorded an ABC3 of 178,322, has c.63% of the Sunday quality market and remains by far the biggest selling quality Sunday newspaper, while also providing the largest regular audience on the island of Ireland across any advertising platform.

 

· The Sunday World is the nation's largest selling tabloid newspaper with an ABC3 of 133,946 (c.44% of the Sunday popular market). The paper's award-winning crime reporting team and the glossy magazine maintain the paper's leading market position in the highly competitive Sunday tabloid category.

· The Herald holds the position as the No.1 paper with Dubliners with an ABC3 of 36,097. The newspaper benefits from local news and crime related news and has been redesigned with an improved sports and racing package.

 

· INM Regional newspapers are market leaders in every region where they publish (Kerry, Wexford, Sligo and Drogheda/Dundalk). Strong revenue performance in 2017 in both circulation and advertising has been driven by a hyper local news agenda.

· The Star is one of Ireland's most popular daily tabloid newspapers with an ABC3 of 48,687 and 23% of the daily popular market.

 

· In Northern Ireland the Belfast Telegraph, with a recorded daily ABC3 of 36,403, continues to hold a strong No.1 position within the local daily newspaper market and was the only newspaper to show year on year readership growth with 155,0004 daily readers. Sunday Life with a recorded ABC3 of 32,892 and a weekly readership of 150,0004 outperformed all local competitor titles. With a combined weekly readership of almost one third of the NI population, INM titles hold a commanding position within the NI market.

 

· While Newspread's (distribution) revenues have declined due to the continued contraction of the circulation market, its diversification into adjacent categories remains successful delivering a healthy operating margin of 4.9%. In early 2018, Newspread acquired the trading business and certain assets of Hegadon Limited giving it a +20% share of the stationery retail market. Profits from this acquisition will start to flow during 2018.

 

Digital performance

· In a challenged advertising marketplace for news publishers, digital revenues across the Group grew slightly on a like for like basis. This growth was fuelled by the continued expansion of the classified platforms such as CarsIreland.ie.

 

· Audience on the Group's flagship news platform, independent.ie, grew by over 23%5 year on year with an average of over 1 million unique users on the platform each day throughout the second half of the year. Our comprehensive real time coverage of major news events continues to be a significant competitive differentiator. For example, the live coverage of the Ophelia storm in October resulted in over 2.5 million people visiting the site in a single 24 hour period.

 

 

[1] Results to 31 December 2016 include an extra (53rd) week

2 Pre-exceptionals

3 ABC Jul to Dec 2017

4 TGI NI 2017

5 Per Adobe Analytics

6 Per Google Analytics

· Building on the successful launch of the FarmIreland.ie vertical, we continued to identify and build out niche audience propositions in 2017. The Group launched TheVow.ie weddings vertical and relaunched The Vow magazine during the year. The Vow offers a unique proposition to the over 22,000 couples planning their weddings each year in Ireland with advice and inspiration on everything from the initial proposal through to choosing a venue, fashion, beauty and finances. For suppliers to the wedding sector, The Vow offers a premium environment to showcase their offering to a highly engaged audience. 

 

· Belfasttelegraph.co.uk is the leading commercial news website in Northern Ireland, publishing content across desktop, mobile and on app. Further investment in editorial content delivered traffic and commercial growth through 2017. Traffic grew by 7% with the site now delivering over 16m6 page impressions per month, driven by a 15% growth in Mobile traffic with News and Business up 20% and 30% respectively. As a trusted news source and with a wide portfolio of advertising solutions the site provides the strongest commercial Digital platform in Northern Ireland.

 

· The leading classified sites of nijobfinder.co.uk and PropertyNews.com also enjoyed further investment with both sites being relaunched during the year. With a fresh new design and a number of new features to enhance user experience both sites have seen a dramatic rise in 'applications' and 'lead generation' across Recruitment and Property respectively with job applications through the mobile platform up over 40% year on year. With 312,0005 monthly unique users and 3 times more social followers on Facebook than the nearest competitor, nijobfinder.co.uk has a powerful position in the local recruitment market. Visits and unique users have also risen to PropertyNews.com (7% and 5% respectively) with a concerted focus on delivering quality leads to estate agents.

 

· CarsIreland.ie, which was fully acquired by the Group in 2016, grew its revenue by over 45% while also increasing its operating margin. It is now firmly established as one of the leading classified platforms in the Republic of Ireland for motor vehicles. The company is investing significantly in innovation using open source technology and cloud based data solutions in order to drive future value. Consumers are increasingly moving online to inform themselves about the purchase of a car and CarsIreland.ie is well placed to benefit from this behavioural shift.

 

· Responding to the growing demands from brands for higher quality digital video content, INM partnered with Caltray Limited to establish a joint venture called Offscript. This new partnership, which was cleared by the CCPC in October 2017, aims to disrupt the market by bringing broadcast quality content production to digital-first channels. Working with clients including Vodafone, Ulster Bank, Failte Ireland and the British and Irish Trade Alliance in the UK, Offscript met their revenue target in 2017. Offscript officially launched to the media industry in February 2018.

 

 

SUBSEQUENT EVENTS

 

In January 2018, the Group purchased the trading business and certain assets of Hegadon Limited following approval by the CCPC. In March 2018, four new non-executive directors and a new Chairman were appointed by the Board. There were no other events since the year end that would require disclosure or adjustment in the financial statements.

 

- Ends -

 

 

 

 

 

 

[1] Results to 31 December 2016 include an extra (53rd) week

2 Pre-exceptionals

3 ABC Jul to Dec 2017

4 TGI NI 2017

5 Per Adobe Analytics

6 Per Google Analytics

For further information, contact:

 

MEDIA

INVESTORS & ANALYSTS

Brian Bell

Wilson Hartnell

+353 1 669 0030 (office)

brian.bell@ogilvy.com

Michael Doorly

Group Chief Executive Officer

Independent News & Media PLC

+353 1 466 3200

Michael.Doorly@inmplc.com

 

Ryan Preston

Group Chief Financial Officer

Independent News & Media PLC

+353 1 466 3200

ryan.preston@inmplc.com

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements in this announcement are forward-looking. They represent our expectations for our business and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. We believe that our expectations and assumptions with respect to these forward-looking statements are reasonable. However, because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond our control, our actual results or performance, may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this document and no obligation is undertaken, save as required by law or by the Listing Rules of the Irish Stock Exchange and/or the UK Listing Authority, to reflect new information, future events or otherwise.

 

 

ABOUT INDEPENDENT NEWS & MEDIA PLC

INM is a market-leading media Group in the Republic of Ireland and Northern Ireland, with a strong newspaper and digital presence. INM is the largest wholesale newspaper distributor on the island of Ireland. It manages gross assets of €204.8m and employs approximately 800 people.

 

INDEPENDENT NEWS & MEDIA PLC

 

GROUP INCOME STATEMENT

Year Ended 31 December 2017 (Unaudited)

Year Ended 31 December 2016* (Audited)

Before

Exceptional

Items

 

Exceptional

Items**

 

 

Total

Before

Exceptional

Items

 Exceptional

Items**

 

 

Total

Notes

€m

€m

€m

€m

€m

€m

Revenue

2

293.0

-

293.0

323.4

-

323.4

Operating (costs)/income

(265.5)

(12.0)

(277.5)

(283.2)

12.0

(271.2)

Operating profit/(loss)

3

27.5

(12.0)

15.5

40.2

12.0

52.2

Share of results of associates and joint ventures

9

0.9

(0.1)

0.8

1.2

-

1.2

28.4

(12.1)

16.3

41.4

12.0

53.4

Finance income/(expense):

- Finance income

6

0.1

-

0.1

0.4

 2.9

3.3

- Finance expense

6

-

-

-

-

(1.5)

(1.5)

Profit/(loss) before taxation

28.5

(12.1)

16.4

41.8

13.4

55.2

Taxation charge

7

(3.9)

-

(3.9)

(1.6)

(3.3)

(4.9)

Profit/(loss) for the year

24.6

(12.1)

12.5

40.2

10.1

50.3

Profit attributable to:

Non-controlling interests

-

-

-

-

-

-

Equity holders of the Company

24.6

(12.1)

12.5

40.2

10.1

50.3

24.6

(12.1)

12.5

40.2

10.1

50.3

Earnings per ordinary share (cent)

Basic

 

8

 

0.9c

 

3.6c

Diluted

8

0.9c

3.6c

* Results to 31 December 2016 include an extra (53rd) week.

 

** See note 4.

GROUP STATEMENT OF COMPREHENSIVE INCOME

 

Year Ended

31 December

2017

(Unaudited)

Year Ended

31 December

2016*

 (Audited)

€m

€m

Profit for the year

12.5

50.3

Other comprehensive income/(expense)

Items that will never be reclassified to profit or loss:

Retirement benefit obligations:

- Remeasurement gains/(losses)**

2.4

(32.1)

- Related movement on deferred tax asset (note 15)

(0.2)

2.6

2.2

(29.5)

Items that are or may be reclassified subsequently to profit or loss:

Currency translation adjustments - subsidiaries

(0.5)

(3.1)

Currency translation adjustments - reclassification on disposal of subsidiary

-

(0.6)

Profits relating to cash flow hedges***

-

0.1

(0.5)

(3.6)

Other comprehensive income/(expense) for the year, net of tax

1.7

(33.1)

Total comprehensive income for the year

14.2

17.2

Total comprehensive income attributable to:

Non-controlling interests

-

-

Equity holders of the Company

14.2

17.2

14.2

17.2

 

 

* Results to 31 December 2016 include an extra (53rd) week.

 

** In 2016, the reduction in shareholders' equity attributable to the INIL and MSL defined benefit pension plans amounted to approximately €6 million mainly comprising a deficit on remeasurement of the defined benefit liabilities in the period from 1 January to 7 November of €17.6 million recognised in OCI and a credit to the Group Income Statement of €11.8 million on de-recognition of the defined benefit plans on 7 November 2016.

 

*** Relates to a charge of €0.1m (2016: €nil) due to cashflow hedges maturing during the year offset by a credit of €0.1m (2016: €0.1m) relating to cashflow hedges outstanding at the end of the year.

 

 

  

GROUP STATEMENT OF FINANCIAL POSITION

 

 

 

 

 

31 December

2017

(Unaudited)

 

31 December

2016

(Audited)

Notes

€m

€m

Assets

Non-Current Assets

Intangible assets

14

33.6

48.2

Property, plant and equipment

12

40.1

41.6

Investments in associates and joint ventures

9

1.7

1.5

Deferred tax assets

15

7.7

12.1

Available-for-sale financial assets

0.2

0.2

83.3

103.6

Current Assets

Inventories

2.8

4.0

Trade and other receivables

24.7

23.7

Derivative financial instruments

0.1

0.1

Corporation tax recoverable

2.4

0.3

Cash and cash equivalents

13

91.5

84.8

121.5

112.9

Total Assets

204.8

216.5

Liabilities

Current Liabilities

Trade and other payables

39.1

43.7

Provisions

9.5

10.5

48.6

54.2

Non-Current Liabilities

Retirement benefit obligations

11

77.5

97.3

Deferred taxation liabilities

15

1.4

1.4

Other payables

0.7

0.8

Provisions

0.5

0.5

80.1

100.0

Total Liabilities

128.7

154.2

Net Assets

76.1

62.3

Equity

Equity Attributable to Company's Equity Holders

Share capital

10

13.9

13.9

Share premium

767.0

767.0

Other reserves

316.6

318.0

Retained losses

(1,021.4)

(1,036.6)

Total Equity

76.1

62.3

 

GROUP STATEMENT OF CHANGES IN EQUITY (2017 Unaudited; 2016 Audited)

 

 

 

 

Group

 

 

Share

Capital

 

 

Share Premium

Share

Based Payment Reserve

 

Other Undenominated Capital

 

Currency

Translation Reserve

 

 

 

Other*

 

Other Equity Reserve**

 

 

 

Retained Losses

 

Equity

Interest of Parent

 

Non-Controlling Interests***

 

 

 

Total

€m

€m

€m

€m

€m

€m

€m

€m

€m

€m

€m

At 1 January 2016

13.9

767.0

0.4

413.2

(92.6)

-

-

(1,057.4)

44.5

-

44.5

Total Comprehensive

(Expense)/Income

for the year

Profit for the year

-

-

-

-

-

-

-

50.3

50.3

-

50.3

Other comprehensive (expense)/income****

 

-

 

-

 

-

 

-

 

(3.7)

 

0.1

 

-

 

(29.5)

 

(33.1)

 

-

 

(33.1)

Total Comprehensive (Expense)/Income for the year

 

-

 

-

 

-

 

-

 

(3.7)

 

0.1

 

-

 

20.8

 

17.2

 

-

 

17.2

Attributable to owners of the Company, recognised directly in equity

Equity settled share based payments

-

-

0.6

-

-

-

-

-

0.6

-

0.6

Total attributable to owners of the Company

 

-

 

-

 

0.6

 

-

 

-

 

-

 

-

 

-

 

0.6

 

-

 

0.6

At 1 January 2017

13.9

767.0

1.0

413.2

(96.3)

0.1

-

(1,036.6)

62.3

-

62.3

Total Comprehensive

(Expense)/Income

for the year

Profit for the year

-

-

-

-

-

-

-

12.5

12.5

-

12.5

Other comprehensive (expense)/income****

 

-

 

-

 

-

 

-

 

(0.5)

 

-

 

-

 

2.2

 

1.7

 

-

 

1.7

Total Comprehensive (Expense)/Income for the year

 

-

 

-

 

-

 

-

 

(0.5)

 

-

 

-

 

14.7

 

14.2

 

-

 

14.2

Attributable to owners of the Company, recognised directly in equity

Equity settled share based payments - charge/(credit)

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

Equity settled share based payments - transfer

 

-

 

-

 

(0.5)

 

-

 

-

 

-

 

-

 

0.5

 

-

 

-

 

-

Put option on Subsidiary

-

-

-

-

-

-

(0.4)

-

(0.4)

-

(0.4)

Total attributable to owners of the Company

 

-

 

-

 

(0.5)

 

-

 

-

 

-

 

(0.4)

 

0.5

 

(0.4)

 

-

 

(0.4)

At 31 December 2017

13.9

767.0

0.5

413.2

(96.8)

0.1

(0.4)

(1,021.4)

76.1

-

76.1

* 2016: A €0.1m movement relates to a movement on cash flow hedging reserve (see Group Statement of Comprehensive Income for further information).

** Other equity reserve at 31 December 2017 related to a put option over the non-controlling interest on a 51% owned subsidiary.

*** Profit for the year in 2017 for non-controlling interests of €nil (2016: €nil) relates to a profit of €0.1m attributable to the non-controlling interest in a 51% owned subsidiary offset by a loss of €0.1m attributable to the non-controlling interest in a 70% owned subsidiary.

**** Details can be found in the Group Statement of Comprehensive Income.

GROUP CASH FLOW STATEMENT

 

Year Ended

31 December

2017

(Unaudited)

Year Ended

31 December

2017

(Unaudited)

Year Ended

31 December

2016*

(Audited)

Year Ended

31 December

2016*

(Audited)

€m

€m

€m

€m

Profit for the year

12.5

50.3

Exceptional items

12.1

(10.1)

Profit for the year before exceptional items

24.6

40.2

Share of results of associates and joint ventures

 

(0.9)

(1.2)

Finance income

(0.1)

(0.4)

Tax charge

3.9

1.6

Operating profit before exceptional items

 

27.5

40.2

Depreciation/amortisation

6.3

6.4

Earnings Before Interest, Tax, Depreciation and Amortisation

 

33.8

46.6

Share based payment charge

-

0.6

Movement in provisions/working capital

(5.0)

(2.3)

Retirement benefit obligations deficit repair/special contribution payments**

 

(14.1)

(7.7)

Defined benefit retirement benefit obligations charge recognised in the Group Income Statement

 

 

1.1

2.3

Cash generated from operations (before cash exceptional items)

 

15.8

39.5

Exceptional expenditure (see note 4)

(3.9)

(8.2)

Cash generated from operations

11.9

31.3

Income tax paid

(2.0)

(3.6)

Cash generated by operating activities

9.9

27.7

 

Cash flows from investing activities

Dividends received from associates and joint ventures

 0.6

 

1.0

Purchases of property, plant and equipment

(1.7)

(2.3)

Purchases of intangible assets

(1.4)

(3.4)

Proceeds from sale of property, plant and equipment

 

-

 

7.6

Proceeds from disposal of available-for-sale financial assets

 

-

 

0.3

Purchases of/advances to associates and joint ventures

-

 

(0.3)

Interest received

0.1

0.1

Acquisition of subsidiary, net of cash acquired

-

(3.0)

Net cash used in investing activities

(2.4)

-

 

 

 

 

 

 

 

 

GROUP CASH FLOW STATEMENT (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

31 December

2017

(Unaudited)

Year Ended

31 December

2017

(Unaudited)

Year Ended

31 December

2016*

(Audited)

Year Ended

31 December

2016*

(Audited)

€m

€m

€m

€m

Cash flows from financing activities

Interest paid

-

-

Net cash used in financing activities

-

-

Increase in cash and cash equivalents

7.5

27.7

Foreign exchange losses

(0.8)

(2.6)

Net increase in cash and cash equivalents

6.7

25.1

Balance at beginning of the year

84.8

59.7

Cash and cash equivalents at end of the year

91.5

84.8

 

* Results to 31 December 2016 include an extra (53rd) week.

** Comprises €1.4m of deficit repair payments in respect of defined benefit pension schemes and €12.7m of special contributions in respect of defined contribution pension schemes.

 

 

NOTES TO THE FINANCIAL INFORMATION 

 

1. Basis of Preparation of Financial Information under IFRS

 

Reporting Entity and Basis of Accounting

Independent News & Media PLC ("the Company") is a company domiciled in Ireland. These condensed preliminary Group financial statements as at and for the twelve months ended 31 December 2017 comprise the financial statements of the Company and its subsidiaries (together referred to as "the Group") and the Group's interest in associates and joint ventures.

 

This financial information has been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due during the 12 months from the date of approval of the 2017 Annual Report, the time period that the Directors have considered in evaluating the appropriateness of the going concern basis.

 

Financial Information

The financial information in this announcement does not constitute the statutory financial statements of the Company and the Group, a copy of which is required to be annexed to the Company's annual return to the Companies Registration Office in Ireland. A copy of the statutory financial statements in respect of the year ended 31 December 2017 will be annexed to the Company's annual return for 2017. The annual report and financial statements will be approved by the Board of Directors by 30 April 2018. Accordingly, this financial information is unaudited. A copy of the statutory financial statements required to be annexed to the Company's annual return in respect of the year ended 31 December 2016 has been annexed to the Company's annual return for 2016 to the Companies Registration Office. The audit opinion on these financial statements was unqualified.

 

The 2017 statutory financial statements of the Company will be available on the Company's website inmplc.com as of 30 April 2018. Consistent with prior years, the full financial statements for the year ended 31 December 2017 and the audit report thereon will be completed and available to all shareholders at least 20 working days before the AGM.

 

General Information

The Group is required to present its annual consolidated financial statements for the year ended 31 December 2017 in accordance with EU adopted International Financial Reporting Standards ("IFRS") and with those parts of the Companies Act 2014, applicable to companies reporting under IFRS. This financial information comprises the Group Statement of Financial Position, Group Income Statement, Group Cash Flow Statement, Group Statement of Comprehensive Income, Group Statement of Changes in Equity and selected notes for the years ended 31 December 2017 and 31 December 2016. This financial information for the years ended 31 December 2017 and 31 December 2016 have been prepared in accordance with the Listing Rules of the Irish Stock Exchange.

 

Measurement of Fair Values

A number of the Group's accounting policies and disclosures require the measurement at fair values, for both financial and non-financial assets and liabilities.

 

The Group regularly reviews significant unobservable inputs and valuation adjustments.

 

Significant valuation issues are reported to the Group's Audit and Risk Committee.

 

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

 

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

- Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

 

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

1. Basis of Preparation of Financial Information under IFRS (continued)

 

Measurement of Fair Values (continued)

 

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

 

Further information about the assumptions made in measuring fair values is included in the following notes:

 

- Note 5 - financial instruments

- Note 16 - share-based payment arrangements; and

- Note 17 - acquisition of subsidiary.

 

Except as described below, the accounting policies and methods of computation and presentation adopted in the preparation of this financial information are consistent with those applied in the Annual Report for the year ended 31 December 2016 and are described in those financial statements on pages 115 to 132.

 

The Group has consistently applied its accounting policies to all years presented in these consolidated financial statements.

 

The following new and amended standards and interpretations are effective for the Group for the first time for the financial year beginning 1 January 2017 or later as indicated. 

• Disclosure initiative (Amendments to IAS 7)

• Recognition of deferred tax assets for unrealised losses (Amendments to IAS 12)

• IFRS 9: Financial Instruments*

• IFRS 15: Revenue from contracts with customers*

• Amendments to IFRS 2: Classification and measurement of share-based payment transactions*

• Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts*

• Amendments to IAS 40: Transfers of Investment Property*

• Annual Improvements to IFRS 2014-2016 Cycle - various standards (Amendments to IFRS 1 and IAS 28)*

• IFRIC 22: Foreign Currency Transactions and Advance Consideration*

• IFRS 16: Leases**

• IFRIC 23: Uncertainty over Income Tax Treatments**

• IFRS 17: Insurance Contracts. ***

 

The aforementioned did not have a material impact on the Group.

 

* Amendments are effective for annual period commencing after 1 January 2018.

** Amendments are effective for annual period commencing after 1 January 2019.

*** Amendments are effective for annual period commencing after 1 January 2021.

 

Estimated impact of the adoption of IFRS 9, IFRS 15 and IFRS 16

 

The following new or amended standards and interpretations that are mandatory for future periods will be applicable to the Group:

 

IFRS 9

Financial Instruments

1 January 2018

IFRS 15

Revenue from contracts with customers

1 January 2018

IFRS 16

Leases

1 January 2019

 

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet affective.

 

The impact of these new or amended standards and interpretations has been considered as follows:

NOTES TO THE FINANCIAL INFORMATION (continued)

 

1. Basis of Preparation of Financial Information under IFRS (continued)

 

Estimated impact of the adoption of IFRS 9

 

The Group is required to adopt IFRS 9 Financial Instruments from 1 January 2018. IFRS 9 Financial Instruments sets out the requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. The standard replaces IAS 39 Financial Instruments: Recognition and Measurement. The Group has substantially completed its assessment of the estimated impact that initial application of IFRS 9 will have on the consolidated financial statements.

 

Classification of financial assets and financial liabilities

 

Based on its assessment, the Group concludes that the classification requirements will not have a material impact on any of its accounting balances.

 

Impairment - Financial assets

 

IFRS 9 requires the Group to record expected credit losses on all of its trade receivables, either on a 12 month or lifetime basis. The Group will apply the "simplified" approach and record lifetime expected losses on all trade receivables. The Group has determined that due to the nature of its receivables, the impact of IFRS 9 will not significantly impact the provision for bad debts.

 

Estimated impact of the adoption of IFRS 15

 

The Group is required to adopt IFRS 15 Revenue from contracts with customers from 1 January 2018. IFRS 15 establishes a comprehensive framework for determining whether, how much, and when revenue is recognised. It replaces existing revenue recognition guidance, including IAS 18 revenue, IAS 11 Construction contracts and IFRIC 13 Customer Loyalty Programmes.

 

The Group is involved in the sale of advertising, the sale of print and digital media and the provision of digital, printing and distribution services. Revenue from the provision of these services to customers is measured at the fair value of the consideration received or receivable (excluding sales taxes).

 

The Group has reviewed the requirements of the new standard and considered those requirements in the context of the Group's revenue generating contracts. The Group has substantially completed its review of the sale of advertising, the sale of print and digital media, and the provision of printing and digital services. Based on the Group's review, it concludes that the new standard will not have a material impact on the net profit or equity of the Group. In respect of distribution revenue services, the Group has yet to conclude its detailed assessment of the principal versus agent accounting treatment of distribution services revenue. However the Group expects that it will not have a material impact on the net profit or equity of the Group.

 

Estimated impact of the adoption of IFRS 16

 

IFRS 16 Leases replaces existing leases guidance including IAS 17 leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases - Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

 

The standard is effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply IFRS 15 at or before the date of initial application of IFRS 16.

 

IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right of use asset representing its right to use the underlying asset and also a lease liability representing its obligation to make lease payments. There are recognition exemptions for short term leases and leases of low value items. Lessor accounting remains similar to the current standard (i.e. lessors continue to classify leases as finance or operating leases).

 

The Group has commenced an initial assessment of the potential impact on its consolidated financial statements but has not yet completed its detailed assessment. It is expected that the Group will recognise right of use assets and related lease liabilities for its operating leases.

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

1. Basis of Preparation of Financial Information under IFRS (continued)

 

Risks and Uncertainties

 

(i) Market Disruption (Print Media)

Maintaining profitability is increasingly challenging due to market disruption (i.e. shift from print media to digital/mobile) negatively affecting newspaper circulation and print advertising revenues giving rise to an increased need to achieve cost reductions to offset this contraction.

 

This is being managed through weekly management meetings, marketing budgets, customer relationship management and cost containment to protect and grow margins.

 

(ii) Digital Revenue Growth Risk

A failure to achieve anticipated growth in digital revenues, primarily due to the changes in the digital advertising market for publishers, could significantly impact revenue and profit targets and impede the strategic development of the Group.

 

Weekly and monthly Island of Ireland Publishing revenue/cost reporting, which includes Digital performance, is submitted to Group Finance to support monitoring of investment performance. Significant investment in people and technology to adapt to the shift to programmatic purchasing of display advertising has taken place over the past 12 months. In addition the Group continues to diversify digital revenue streams away from display advertising which is challenged.

 

(iii) Mergers and Acquisitions

A failure to identify, execute or properly integrate acquisitions, or other growth opportunities could impact on profit targets and impede the strategic development of the Group.

 

The Group have a mergers and acquisitions team which are supported by Executive management and external specialists where appropriate. All potential acquisitions are subject to an assessment to ascertain the value of the acquisition, and for strategic fit within the Group.

 

(iv) Cyber and Information Security

Maintaining adequate IT systems and infrastructure to support growth and development may be affected by:

• accidental exposure or deliberate theft of sensitive information;

• loss of service or system availability;

• significant system changes or upgrades; and

• cybercrime.

 

IT standards and policies are subject to internal audit and external reviews annually to ensure they are in line with appropriate best practices. Cyber security reviews, including penetration testing and vulnerability assessments are performed throughout the year by specialist third party technical experts to provide independent assurance. Following an in depth cyber and security gap analysis in 2017, INM have hired an Information Security Advisor to bring focus and alignment to INM with respect to cyber security, information risk management and Data Management in order to reduce INM's exposure to security risks. Advancing INM's security posture is a high strategic priority for the INM Group.

 

(v) Data Protection Legislation

A breach in data protection legislation could lead to fines as well as reputational and operational damage to INM.

 

The Group have developed a General Data Protection Regulation ("GDPR") readiness programme with the assistance of a 3rd party specialist to ensure preparedness for when the new regulation becomes effective in May 2018. Since July 2017 all the Data Protection risks, and their action plans, have been logged within a data protection tool and a GDPR Steering Committee has been appointed to monitor its updates. A GDPR compliant Data Processor Agreement Template is used for new projects and the Data Protection team, developed as part of this programme, oversee its customisation.

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

1. Basis of Preparation of Financial Information under IFRS (continued)

 

Risks and Uncertainties (continued)

(vi) IT Disaster Recovery and Business Continuity

A significant loss of production capability during a disaster scenario could severely impact revenue and lead to increased costs.

 

Business continuity plans ("BCP") and IT disaster recovery plans ("DRP") are in place and tested throughout the year. These plans are subject to review on an annual basis by external specialists.

 

(vii) Talent Management/Succession Planning

A failure to attract, retain or develop high calibre talent and management throughout the Group could impact on the attainment of strategic objectives.

 

The Group maintains a constant focus on talent management with structured succession planning, people/management development and remuneration programmes in place.

(viii) Litigation

Libel action or other types of litigation taken against the INM Group or producing published content that lacks trust and credibility could result in financial loss or reputational damage.

 

Libel action claims are actively managed by Editorial senior management in conjunction with legal support. Collaborative reviews of articles prior to publishing between journalists and legal ensure Editorial Code of Practice is upheld. Rigorous investigations and disciplinary processes are carried out following any proven errors.

 

(ix) Economic and Geopolitical uncertainty

General economic conditions can positively or negatively affect the performance of the Group's businesses.

 

The main geographies which the Group are directly exposed to are the Republic of Ireland and Northern Ireland. Following the UK's vote to leave the EU, there is continued uncertainty surrounding the nature, timing and associated trade conditions of the UK exit. Given its proximity and close trading relationship with the Republic of Ireland, the UK's exit from the EU is certain to affect the Irish domestic economy.

 

INM executives monitor the macroeconomic and geopolitical environment by way of regular analysis of business performance through financial results to highlight early trends and impacts from economic and geopolitical uncertainty.

 

(x) Compliance with laws and regulations

Increasing regulation, including in the areas of Corporate Governance such as director's duties and director's compliance statement requires increased focus and resources to ensure the Group is compliant with all applicable laws and regulations. Failure to comply with all relevant laws and regulations could result in financial penalties and reputational damage.

 

The Group manages compliance with laws and regulations through the following:

• Changes in laws and regulations are monitored and potential impacts discussed with relevant management team members, Board, or sub-committees as appropriate.

• Professional services are retained to support the Group in key compliance areas, such as Tax, Corporate Governance and Company Secretarial duties.

• Developments in the legal and regulatory landscape are reviewed by the Audit & Risk Committee.

• Group-wide policies are implemented where required to address new legislation and regulation.

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

 

2. Revenue

 

An analysis of the Group's revenue for the year is as follows:

 

2017

2016

€m

€m

Newspaper advertising revenues

55.6

63.9

Online revenues

15.1

15.1

Revenue from sale of newspapers and magazines

87.7

95.8

Revenue from distribution/commercial printing activities

134.6

148.6

293.0

323.4

 

 

3. Segmental Reporting

 

A number of operating activities are aggregated into one operating segment on the basis that they exhibit similar long-term financial performance as they have similar economic characteristics and the activities are similar in each of the following respects:

 

• the nature of the products and services;

• the nature of the production processes;

• the type or class of customer for their products and services; and

• the methods used to distribute their products or provide their services.

 

The Chief Operating Decision Maker ("CODM") reviews and considers management information in respect of the Island of Ireland Publishing operating segment. The key performance measure, that is reviewed for this segment is operating profit/(loss) before exceptional items. Exceptional items are reviewed at Group level across different categories and appear separately from the key performance measure reviewed by the CODM.

 

Interest income and expense, share of results of associates and joint ventures and taxation were reviewed and considered by the CODM at Group level only.

 

The Group continued to report its revenues and operating profit before exceptional items by geographical areas with a further analysis of the geographical areas by class of business also provided.

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

3. Segmental Reporting (continued)

 

 

Revenue (3rd Party)

Operating Profit/(Loss)

(Before Exceptional Items)

2017

2017

2016

2016

2017

2017

2016

2016

€m

€m

€m

€m

€m

€m

€m

€m

Island of Ireland - Publishing

293.0

323.4

36.3

46.6

Central Costs

-

-

(8.8)

(6.4)

Total operations

293.0

323.4

27.5

40.2

 

 

 

 

 

Profit (including exceptionals)

2017

2016

€m

€m

Total operating profit before exceptional items

27.5

40.2

Operating exceptionals

(12.0)

12.0

Share of results of associates and joint ventures (including exceptionals)

0.8

1.2

Net finance income (including exceptionals)

0.1

1.8

Taxation charge (including exceptionals)

(3.9)

(4.9)

Profit for the year (including exceptionals)

12.5

50.3

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

4. Exceptional Items

 

Exceptional items are those items of income and expense that the Group considers are material and/or of such a nature that their separate disclosure is relevant to a better understanding of the Group's financial performance.

 

2017

€m

2016

€m

Included in profit/(loss) before taxation are the following:

Restructuring credit

(i)

0.7

13.8

 

Impairments

(ii)

(12.7)

(1.8)

 

(12.0)

12.0

 

Share of associates' and joint ventures' exceptional items (net of tax and noncontrolling interests)

 

(iii)

 

(0.1)

 

-

 

Exceptional finance income (note 6)

(iv)

-

2.9

 

Exceptional finance expense (note 6)

(v)

-

(1.5)

 

(12.1)

13.4

 

Exceptional tax charge (note 7)

(vi)

-

(3.3)

 

Exceptional items net of taxation

(12.1)

10.1

 

 

Total - exceptional items net of taxation and non-controlling interests*

 

(12.1)

 

10.1

 

 

* Of the exceptional expense in 2017 of €12.1m, €3.9m is shown as an exceptional expenditure outflow in the Group Cash Flow Statement and primarily relates to redundancy and restructuring costs. Of the exceptional gain of €10.1m in 2016, €8.2m is shown as an exceptional expenditure outflow in the Group Cash Flow Statement and primarily relates to redundancy and miscellaneous restructuring costs (proceeds received from the sale of property, plant and equipment are disclosed separately in the Group Cash Flow Statement).

 

(i) 2017

Primarily relates to the following:

(a) A retirement benefits accounting adjustment of €2.9m relating to the finalisation of the de-recognition of two of the Group's Republic of Ireland defined benefit schemes on 7th November 2016;

(b) A gain of €1.0m in relation to the release of an onerous dilapidations provision;

(c) A charge of €1.5m relating to a severance payment to the former CEO;

(d) A charge of €1.2m related to miscellaneous restructuring costs, primarily redundancy costs in the Island of Ireland; and

(e) A charge of €0.5m for acquisition related expenses.

 

2016

Primarily relates to the following:

(a) A retirement benefits accounting adjustment of €11.8m (see note 11 for further information) with €0.4m of related professional fees. In 2016, the reduction in shareholders' equity attributable to the INIL and MSL defined benefit pension plans amounted to approximately €6 million mainly comprising a deficit on re-measurement of the defined benefit liabilities in the period from 1 January to 7 November of €17.6 million recognised in OCI and a credit to the Group Income Statement of €11.8 million on de-recognition of the defined benefit plans on 7 November 2016;

(b) A gain on the disposal of property, plant and equipment in the Island of Ireland of €5.8m;

(c) A gain of €0.6m for a currency translation adjustment due to the disposal of two Australian subsidiaries;

(d) A charge of €3.3m related to miscellaneous restructuring costs, primarily redundancy costs in the Island of Ireland; and

(e) A charge of €0.7m (of which €0.2m related to Digital Odyssey Limited) for acquisition related expenses.

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

4. Exceptional Items (continued)

 

(ii) 2017

A charge of €12.7m relating to the impairment of the Belfast Telegraph masthead (see note 14).

 

 2016

A charge of €1.8m relating to miscellaneous impairments and write-offs of property, plant and equipment in the Island of Ireland to its recoverable amount, primarily as a result of a review of the distribution business. The impairment amount was quantified by the use of a third party valuation report.

 

(iii) 2017

The share of associates' and joint ventures' exceptional items (net of tax and non-controlling interests) charge of €0.1m relates to redundancies in Independent Star Limited.

 

(iv) 2016

Relates to a gain arising from the remeasurement to fair value of the Group's pre-existing 50% interest in Digital Odyssey Limited following the acquisition of the remaining 50% of the shares and voting rights in that entity (see note 17).

 

(v) 2016

Relates to a charge of €1.5m for the write down of two available-for-sale financial assets deemed not recoverable.

 

(vi) 2017

The exceptional tax charge of €nil includes a reduction in the deferred tax liability of €2.2m following the impairment of intangible assets offset by a related reduction in the Group's deferred tax amount of €2.2m. Exceptional tax in 2017 also relates to a deferred tax charge of €0.4m due to the retirement benefits accounting adjustment relating to the de-recognition of two of the Group's Republic of Ireland defined benefit schemes on 7th November 2016 and a current tax credit of €0.4m arising on exceptional expenses in the Republic of Ireland.

 

2016

The exceptional tax charge in 2016 primarily relates to a tax charge of €2.1m arising on the release of a deferred tax asset (see note 15 for further information), a tax charge of €1.5m arising due to the retirement benefit accounting adjustment (see note 11 for further information) and a tax credit of €0.3m arising on exceptional expenses in the Republic of Ireland.

 

 

5. Fair Value

 

The fair values of quoted available-for-sale financial assets and derivative financial instruments are measured using market values. Unquoted available-for-sale financial assets and derivatives are measured using valuation techniques. The carrying amount of non interest bearing financial assets and financial liabilities and cash and cash equivalents approximates their fair values. The Group has not disclosed the fair value of certain financial instruments such as other payables, short-term receivables and short term payables because their carrying amounts are a reasonable approximation of fair value.

 

The available-for-sale financial assets of €0.2m (2016: €0.2m) are measured at Level 3 of the fair value hierarchy.

 

The derivative financial instruments - cash flow hedges of €0.1m (2016: €0.1m) are measured at Level 2 of the fair value hierarchy.

 

 

  

NOTES TO THE FINANCIAL INFORMATION (continued)

 

6. Net Finance Income/(Costs)

 

2017

2016

€m

€m

Finance income

0.1

0.4

Finance costs

-

-

Net finance income (before exceptional finance items)

0.1

0.4

Net exceptional finance income (note 4)

-

1.4

Net finance income

0.1

1.8

 

The 2017 net exceptional finance income was €nil. The 2016 net exceptional finance income of €1.4m related to a gain of €2.9m arising from the remeasurement to fair value of the Group's pre-existing 50% interest in Digital Odyssey Limited following the acquisition of the remaining 50% of the shares and voting rights in that entity and a charge of €1.5m for the write down of two available-for-sale financial assets deemed not recoverable.

 

 

7. Taxation

 

(a) Amounts recognised in profit or loss

 

2017

2016

€m

€m

Current tax:

Current year

-

2.0

Adjustment for prior year

(0.2)

(1.1)

(0.2)

0.9

Deferred tax:

Origination and reversal of temporary differences

1.8

0.3

Release of deferred tax asset on defined benefit schemes

0.1

7.7

Release/(recognition) of deferred tax asset arising on provision for defined contribution scheme payments

 

2.0

 

(6.2)

Charge in respect of tax losses

0.2

-

Release of deferred tax asset arising from a change in tax rates

-

0.1

Release of deferred tax asset arising from a change in accounting estimate

-

2.1

4.1

4.0

Taxation charge

3.9

4.9

 

 

(b) Amounts recognised in Other Comprehensive Income

 

2017

2016

€m

€m

Deferred tax (charge)/credit on retirement benefit obligation remeasurements

 

(0.2)

 

2.6

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

7. Taxation (continued)

 

(c) Reconciliation of effective tax rate

The total tax charge for the year is different from the standard rate of Corporation Tax in Ireland of 12.5%

(2016: 12.5%). The differences are explained below:

 

2017

2016

€m

€m

Profit before taxation

16.4

55.2

Share of results of associates and joint ventures

(0.8)

(1.2)

Profit of Company and subsidiary undertakings before taxation

15.6

54.0

Profit of Company and subsidiary undertakings before taxation multiplied by standard rate of Corporation Tax in Ireland of 12.5% (2016: 12.5%)

 

1.9

 

6.7

 

Effects of:

Release of deferred tax asset arising from a change in tax rates

-

0.1

Exceptional items

-

0.1

Release/(recognition) of deferred tax asset

2.0

(0.1)

Adjustment in respect of prior periods

(0.2)

(1.1)

Other differences

(0.1)

(2.9)

Release of deferred tax asset arising from a change in accounting estimate

Unrecognised tax losses

-

0.3

2.1

-

3.9

4.9

 

 

 

  

 

 

For further information on movement in deferred tax in 2017, see note 15.

 

Within the total tax charge of €3.9m (2016: charge of €4.9m), a net charge of €nil (2016: net charge of €3.3m) is classified as exceptional tax.

 

The exceptional tax charge of €nil includes a reduction in the deferred tax liability of €2.2m following the impairment of intangible assets offset by a related reduction in the Group's deferred tax amount of €2.2m. Exceptional tax in 2017 also relates to a deferred tax charge of €0.4m due to the retirement benefits accounting adjustment relating to the de-recognition of two of the Group's Republic of Ireland defined benefit schemes on 7th November 2016 and a current tax credit of €0.4m arising on exceptional expenses in the Republic of Ireland.

 

There is inherent uncertainty surrounding the UK's exit from the EU and the impact on tax laws and rates. The directors have assessed and have not identified any significant tax matters impacting the financial statements arising from the UK's exit from the EU.

 

 

  

   

NOTES TO THE FINANCIAL INFORMATION (continued)

 

8. Earnings Per Share

 

2017

 €m

Total

2016

 €m

Total

Profit attributable to ordinary shareholders

Profit attributable to the equity holders of the Company (basic and diluted)

 

12.5

 

50.3

Exceptional items (note 4)

12.1

(10.1)

Profit before exceptional items attributable to the equity holders of the Company (adjusted)

 

 

24.6

 

 

40.2

 

 

2017

2016

Weighted average number of shares

Weighted average number of shares outstanding during the year (excluding 5,597,077 treasury shares)

 

 

1,386,547,375

 

 

1,386,547,375

Impact of share options

-

3,508,772

Diluted number of shares

1,386,547,375

1,390,056,147

 

Basic earnings per share

0.9c

3.6c

Basic earnings per share before exceptional items

 

1.8c

 

2.9c

Diluted earnings per share

0.9c

3.6c

Diluted earnings per share before exceptional items

 

1.8c

 

2.9c

 

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Share options are the Company's only category of dilutive potential ordinary shares.

 

At 31 December 2017: 518,081 options (2016: 535,098) were excluded from the diluted weighted average number of ordinary shares calculation because their effect is anti-dilutive.

 

Employee share options are contingently issuable shares because of the requirement to satisfy specific performance and service conditions. These contingently issuable shares are included in the computation of diluted earnings per ordinary share to the extent that the conditions would have been satisfied as at the end of the reporting period if this was the vesting date.

 

At 31 December 2017 there were 3,583,764 share options granted on 1 January 2016 under the INM Long Term Incentive Plan 2014 that are contingently issuable.

 

Basic and diluted earnings per share before exceptional items are presented in order to give a better understanding of the Group's underlying financial performance.

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

9. Investments in Associates and Joint Ventures

 

2017

€m

2016

€m

Associates

At 1 January

0.9

0.6

Share of results

0.1

0.3

Dividends

(0.1)

-

At 31 December

0.9

0.9

 

2017

€m

2016

€m

Joint Ventures

At 1 January

0.6

1.0

Purchases of/advances to joint ventures

-

0.3

Disposal of joint ventures*

-

(0.6)

Share of results

0.7

0.9

Dividends

(0.5)

(1.0)

At 31 December

0.8

0.6

 

* On 13 May 2016, the Group acquired the remaining 50% of the shares and voting interests in Digital Odyssey Limited (trading as CarsIreland.ie). As a result, the Group is deemed to have disposed of its 50% interest in the joint venture upon acquiring 100% of the shares and obtaining control of Digital Odyssey Limited.

 

 

(i) Carrying Amount

2017

€m

2016

€m

Associates

0.9

0.9

Joint Ventures

0.8

0.6

1.7

1.5

 

The reporting year end dates of the Group's associates and joint ventures are the same as the Group's reporting year end date.

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

9. Investments in Associates and Joint Ventures (continued)

 

(ii) Associates

The closing balance for year end 31 December 2017 for associates of €0.9m relates to Click & Go (2016: €0.9m).

 

(iii) Joint Ventures

Summarised financial information in respect of the Group's share of its joint ventures (The Star and Reachmount) is set out below:

 

2017

€m

 

2016

€m

 

Group

Current assets

4.8

4.5

Non-current assets

0.4

0.6

Current liabilities

(3.6)

(3.7)

Non-current liabilities

-

(0.3)

Net Assets (100)%

1.6

1.1

Group's share

0.8

0.6

Group's carrying amount of joint ventures

0.8

0.6

Revenue

19.3

19.1

Profit

1.4

1.8

Total comprehensive income

1.4

1.8

Group's share of joint ventures' total comprehensive income

0.7

0.9

 

 

 

10. Share Capital and Share Premium

 

2017

 €m

2016

€m

Group and Company

Authorised:

7,000,000,000 ordinary shares of €0.01 each

70.0

70.0

Issued and fully paid:

1,392,144,452 ordinary shares of €0.01 each

13.9

13.9

13.9

13.9

 

 

At the EGM during 2016 the Company, in accordance with Section 83(1)(f)(ii) of the Companies Act 2014, reduced the authorised share capital of the Company from €259,045,221.72 to €70,000,000 by the cancellation of 556,015,358 deferred shares of €0.34 each, which had not been taken or agreed to be taken by any person.

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

11. Retirement Benefit Obligations

 

The Group operates defined benefit and defined contribution pension schemes. The pension scheme assets are held in separate trustee administered funds. A summary of the Group's net liabilities in respect of these schemes is set out below:

 

2017

2017

2017

2016

2016

2016

ROI

€m

NIRE

€m

Total

€m

ROI

€m

NIRE

€m

Total

€m

Net defined benefit pension liability

(7.9)

(29.8)

(37.7)

(9.9)

(31.8)

(41.7)

Present value of defined contribution scheme provision

(39.8)

-

(39.8)

(55.6)

-

(55.6)

Retirement Benefit Obligations

(47.7)

(29.8)

(77.5)

(65.5)

(31.8)

(97.3)

 

 

 

Group Income Statement

 

The amounts recognised in the Group Income Statement in respect of all pension schemes are as follows:

 

2017

€m

2016

€m

- Net interest/administration cost relating to defined benefit pension schemes (excluding exceptional items)

1.1

2.3

- Interest cost on defined contribution pension scheme liabilities (excluding exceptional items)

0.1

0.1

- Current service cost relating to defined contribution pension schemes (excluding exceptional items)

2.8

2.9

Total recognised in Group Income Statement (excluding exceptional items)*

4.0

5.3

Accounting adjustments on settlements (all schemes)**

(2.9)

(11.8)

Total recognised in Group Income Statement (including exceptional items)

1.1

(6.5)

 

* Charged to administration expenses.

** Credited to exceptional items in the Group Income Statement.

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

11. Retirement Benefit Obligations (continued)

Group Other Comprehensive Income

 

Remeasurements recognised in Other Comprehensive Income are as follows:

 

2017

€m

2016

€m

Return on scheme assets excluding interest income - defined benefit pension schemes

(0.7)

(9.5)

Experience variations - defined benefit pension schemes

1.2

(1.7)

Actuarial loss from changes in financial assumptions - defined benefit pension schemes

0.3

43.1

Actuarial gain from changes in demographic assumptions - defined benefit pension schemes

(3.2)

-

Actuarial loss from changes in financial assumptions - defined contribution pension schemes

-

0.2

Total (gain)/loss included in Other Comprehensive Income*

(2.4)

32.1

 

*Of the €32.1m remeasurement losses in 2016, €17.6m relates to remeasurement losses in the two Republic of Ireland defined benefit pension schemes into which the Group ceased making contributions with effect from 7 November 2016.

 

Cumulatively since transition to IFRS on 1 April 2004, €217.0 million has been recognised as a charge in the Group Statement of Comprehensive Income in respect of defined benefit pension schemes.

 

 

Defined Benefit Pension Schemes

 

The discount rates used were as follows:

 

 

2017

2016

ROI schemes

2.15%

1.90%

NIRE scheme

2.50%

2.70%

 

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

11. Retirement Benefit Obligations (continued)

 

Defined Benefit Pension Schemes (continued)

 

Movement in net defined benefit (asset)/liability

 

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset)/liability and its components.

 

Defined Benefit Obligation

Fair Value of plan assets

Net defined benefit (asset) liability

2017

€m

2016

€m

2017

€m

2016

€m

2017

€m

2016

€m

At 1 January

110.0

215.5

(68.3)

(135.2)

41.7

80.3

Included in Group Income Statement

Accounting adjustment on settlements

-

(61.8)

-

-

-

(61.8)

Interest cost/(income)

2.7

5.7

(1.7)

(3.8)

1.0

1.9

Administration expenses

-

-

0.1

0.4

0.1

0.4

2.7

(56.1)

(1.6)

(3.4)

1.1

(59.5)

Included in Group Other

Comprehensive Income Statement

Remeasurements:

- experience variations

1.2

(1.7)

-

-

1.2

(1.7)

- actuarial loss from changes

in financial assumptions

0.3

43.1

-

-

0.3

43.1

- actuarial gain from changes

in demographic assumptions

(3.2)

-

-

-

(3.2)

-

- return on plan assets excluding

interest income

-

-

(0.7)

(9.5)

(0.7)

(9.5)

Exchange (gain)/loss

(3.3)

(10.5)

2.0

7.2

(1.3)

(3.3)

(5.0)

30.9

1.3

(2.3)

(3.7)

28.6

Other

Contributions by employers

relating to deficit repair plan

-

-

(1.4)

(7.7)

(1.4)

(7.7)

Benefits paid

(3.5)

(3.7)

3.5

3.7

-

-

Settlement payments

-

(76.6)

-

76.6

-

-

(3.5)

(80.3)

2.1

72.6

(1.4)

(7.7)

At 31 December

104.2

110.0

(66.5)

(68.3)

37.7

41.7

 

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

11. Retirement Benefit Obligations (continued)

 

Defined Benefit Pension Schemes (continued)

 

Movement in net defined benefit (asset) liability (continued)

 

The accounting adjustment on settlements of €61.8 million in 2016 reflected the value of the IAS19 defined benefit obligation settled in excess of the value of the assets at the date of cessation of contributions to two of the Group's Republic of Ireland defined benefit schemes (i.e. 7 November 2016).

 

 

Defined Contribution Pension Schemes

 

The defined contribution provision recognised by the Group consists of contributions in respect of two groups of current and former employees in the Republic of Ireland - a group of employees who opted to transfer their legacy defined benefit entitlements to the Company's defined contribution scheme and the non-pensioner members of the two defined benefit schemes which wound up in July 2017.

 

The contributions will be of the same form as the expected future payments the Company would have made to the defined benefit schemes in respect of these members under the terms of the Funding Proposal.

 

The discount rate used in the calculation of the provision as at 31 December 2017 was 0.06% (0.06% in 2016).

 

The following table shows the movement in the present value of defined contribution scheme liabilities over the year:

 

 

2017

2017

2017

2016

2016

2016

ROI

€m

NIRE

€m

Total

€m

ROI

€m

NIRE

€m

Total

€m

At 1 January

55.6

-

55.6

5.8

-

5.8

Interest Cost

0.1

-

0.1

-

-

-

Cash Paid

 (12.7)

 -

(12.7)

(0.4)

-

(0.4)

Change in provision

(2.9)

-

(2.9)

50.0

-

50.0

Administration expenses

(0.3)

-

(0.3)

-

-

-

Actuarial loss from changes in

financial assumptions

-

-

-

0.2

-

0.2

At 31 December

39.8

-

39.8

55.6

-

55.6

 

12. Other items

 

(a) Statement of Comprehensive Income

A negative currency translation adjustment of €0.5m (all of which related to subsidiaries) has been recognised in the Group Statement of Comprehensive Income as at 31 December 2017 (2016: a net loss of €3.7m (all of which relates to subsidiaries)). The negative currency translation adjustment has arisen due to the weakening of the Sterling Pound exchange rate at 31 December 2017 compared to the rates at 31 December 2016 used in the translation of the Group's investments in subsidiaries with a functional currency different to that of the Parent Company.

 

(b) Property, Plant and Equipment

The carrying amount of the Group's property, plant and equipment decreased by €1.5m from €41.6m at 31 December 2016 to €40.1m at 31 December 2017. This decrease is driven primarily by a depreciation charge of €3.4m, disposals of €0.4m and a negative foreign exchange movement of €0.3m, somewhat offset by additions of €1.7m and a transfer from inventories of €0.9m.

NOTES TO THE FINANCIAL INFORMATION (continued)

 

13. Cash and Cash Equivalents

As of 31 December 2017, the Group held no debt and had cash and cash equivalents of €91.5m (€84.8m as at 31 December 2016).

 

 

14. Intangible Assets

 

Impairment Testing

The Group's indefinite life intangible assets (including goodwill) are tested annually for impairment or whenever there is an indication of impairment. When testing for impairment, the recoverable amounts for the Group's cash-generating units ("CGU"s) are measured at their value in use (except for the Island of Ireland Publishing CGU) by discounting future expected cash flows. These calculations use cash flow projections for five years based on management approved forecasts which reflect management's current experience and future expectations of the markets in which the CGU operates. In respect of the Island of Ireland Publishing CGU, the recoverable amount of this CGU was based on fair value less costs of disposal, estimated using discounted cashflows. The fair value measurement was categorised as a level 3 fair value based on the inputs used in the value in use calculations, except management have also factored in profit enhancement initiatives in arriving at the cash flow projections for the five years 2018 to 2022 inclusive.

 

There was an impairment charge of €12.7m recognised in 2017 in relation to the Northern Ireland - Belfast Publishing CGU. This arose primarily due to the reduction in forecasted EBITDA as a result of advertising and circulation revenue declines.

 

The key assumptions used in determining the value in use are:

 

i) Forecasted cash flows

Forecasted cash flows are based on budgeted EBITDA as adjusted for expenditure necessary to maintain the asset or CGU at its current standard of performance. The budgeted EBITDA results are based on the approved 2018 budget and projections for 2019 to 2022. These calculations use cash flow projections for five years based on management approved forecasts which reflect management's current experience and future expectations of the markets in which the CGU operates.

 

ii) Terminal value multiple

A terminal value multiple of five was applied to positive year five EBITDA projections (2016: a terminal value multiple of five) in the value in use calculations.

 

iii) Discount rate

For the purpose of impairment testing, pre-tax discount rates ranging from 13.1% to 16.0% (from Republic of Ireland to Northern Ireland) were applied to the CGUs (2016: 12.4% - 15.2%).

 

The Group's intangible assets were €48.2m at 31 December 2016 and €33.6m at 31 December 2017 (includes €7.3m of software (2016: €8.6m)). The decrease of €14.6m is primarily driven by an impairment of €12.7m, an amortisation charge of €2.9m and a negative FX movement of €0.4m partially offset by additions of €1.4m.

 

A total of three CGUs (2016: three CGUs) have been identified and these are analysed below:

 

2017

2017

2017

2016

Mastheads

and Other Intangibles*

€m

 

 

Goodwill

€m

 

 

Total

€m

 

 

Total

m

Northern Ireland - Belfast Publishing (net book amount)

1.3

-

1.3

14.4

Island of Ireland - including Irish Independent, Sunday Independent, The Herald, Sunday World and Sligo Champion Publishing (net book amount)

5.3

14.0

19.3

19.5

Island of Ireland - Newspread Distribution (net book amount)

-

5.7

5.7

5.7

At 31 December 2017

6.6

19.7

26.3

39.6

* Other Intangibles include a closing balance at 31 December 2017 of €1.1m in relation to brand and customer listings which are amortised.

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

14. Intangible Assets (continued)

 

Supplementary Non-IFRS Information

The Statement of Financial Position reports the carrying value of newspaper mastheads at their acquired cost. Where these assets have been acquired through a business combination, cost will be the fair value in acquisition accounting. The value of internally generated newspaper mastheads or post-acquisition revaluations are not permitted to be recognised in the Statement of Financial Position in accordance with IFRS and, as a result, no values for certain of the Group's internally generated newspaper mastheads (e.g. three of the main Irish titles, the Irish Independent, the Herald and the Sunday Independent) are reflected in the Statement of Financial Position.

 

The Directors are of the view that the Group has many other intangible assets which have substantial value that are not reflected on the Group's Statement of Financial Position. This is because these intangible assets are carried in the Group's Statement of Financial Position at a nil value or a value which is much less than their recoverable amount. The Directors are of the view that if these intangible assets were allowed to be carried on the Group's Statement of Financial Position then the Group's intangible assets would be greater than currently reported.

 

 

15. Analysis of Deferred Taxation Balances

 

 

Capital

Allowances

€m

Retirement

Benefit

Obligations

€m

 

Tax

Losses

€m

 

 

Other

€m

 

 

Total

€m

Group

At 1 January 2016

6.4

7.9

0.4

(1.4)

13.3

(Charge)/credit to Income Statement

 

(1.9)

 

(2.3)

 

-

 

0.2

 

(4.0)

Recognised in other comprehensive income*

 

-

 

2.6

 

-

 

-

 

2.6

Exchange movements

(1.1)

-

(0.1)

-

(1.2)

Total (charge)/credit for the year

 

(3.0)

 

0.3

 

(0.1)

 

0.2

 

(2.6)

At 31 December 2016

3.4

8.2

0.3

(1.2)

10.7

Charge to Income Statement

(1.8)

(2.1)

(0.2)

-

(4.1)

Recognised in other comprehensive income*

-

 

(0.2)

 

-

 

-

 

(0.2)

Exchange movements

(0.1)

-

-

-

(0.1)

Total charge for the year

(1.9)

(2.3)

(0.2)

-

(4.4)

At 31 December 2017

1.5

5.9

0.1

(1.2)

6.3

 

* Tax effect of retirement benefit obligation remeasurements.

 

Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised.

In particular, significant judgement is used when assessing the extent to which deferred tax assets should be recognised, with consideration given to the timing and level of future taxable income in the relevant tax jurisdiction. The Group has tax losses, capital allowances and tax credits in relation to retirement benefit obligations available that have the potential to reduce tax payments in future years.

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

15. Analysis of Deferred Taxation Balances (continued)

 

Deferred tax assets have been recognised in relation to these to the extent that their recovery is probable having regard to the projected future taxable profits of the relevant companies. Deferred tax is measured on an undiscounted basis in the periods in which the asset is expected to be realised or the liability expected to be settled, based on tax rates and tax laws substantively enacted at the reporting date.

 

The net deferred tax asset at 31 December 2017 was €6.3m and the Group estimates that the majority of this will be settled/recovered more than 12 months after the reporting date.

 

The above net deferred tax balance is reflected in the Statement of Financial Position as follows:

 

2017

€m

2016

 €m

Deferred taxation assets

7.7

12.1

Deferred taxation liabilities

(1.4)

(1.4)

6.3

10.7

 

 

Analysis of deferred taxation assets:

 

2017

€m

2016

 €m

Retirement benefit obligations - defined benefit schemes

1.0

1.3

Retirement benefit obligations - defined contribution schemes

4.9

6.9

Capital allowances - property, plant and equipment

1.5

3.4

Tax losses

0.1

0.3

Other

0.2

0.2

7.7

12.1

 

Analysis of deferred taxation liabilities:

2017

€m

2016

€m

Other

(1.4)

(1.4)

(1.4)

(1.4)

 

The decrease of €4.4m in the Group's net deferred tax asset during the year primarily relates to the movement on retirement benefit obligations, capital allowances and tax losses (2016: The decrease of €2.6m in the Group's net deferred tax asset related to the change in accounting estimate of €2.1m, the retirement benefits accounting adjustment of €1.5m, and a negative foreign exchange movement of €1.2m; somewhat offset by a movement of €2.6m on the actuarial increase in the pension liability recognised through other comprehensive income).

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

15. Analysis of Deferred Taxation Balances (continued)

 

The Directors have estimated the recoverability of the Group's deferred tax assets based on their current assessment of the availability of future taxable profits against which to utilise the deferred tax assets. The Directors determine that capital allowances and losses should be available to shelter a significant portion of the projected profit in the future periods. The Group recognised deferred tax assets projected to be realised in the timescale within which the Group believes that it can assess the likelihood of its profits arising as being more likely than not. The deferred tax assets recognised represent approximately five years (2016: five years) of taxable profits in the relevant entities.

 

The Group has unrecognised tax losses as at 31 December 2017 of €259.2m (2016: €254.8m) which have a tax value of €41.1m (2016: €40.1m). In addition the Group has unrecognised available capital allowances as at 31 December 2017 of €33.9m (2016: €31.8m) which have a tax value of €5.8m (2016: €5.4m). There is no expiry date applicable to these unrecognised tax losses or available capital allowances. In Northern Ireland, the Group has an unrecognised benefit from future retirement benefits of €29.8m (2016: €31.8m) which has a tax value of €5.1m (2016: €5.4m).

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. Deferred income tax has not been recognised for withholding and other taxes that may be payable on the unremitted earnings of certain subsidiaries, associates and joint ventures, as the timing of the reversal of these temporary differences is controlled by the Group and it is probable that these temporary differences will not reverse in the foreseeable future.

 

As at 31 December 2017, no unremitted earnings were available in the Group which could have been repatriated to Ireland, which would have given rise to such a deferred tax liability.

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

16. Share-based payment

 

The Company operates the following share based schemes which provides for the grant of share options:

 

(a) INM Employee Share Scheme 2008; and

(b) INM Long Term Incentive Plan 2014.

 

The Group recognised total expenses of €nil (2016: €nil) in the Group Income Statement related to equity-settled share based payment transactions in respect of the INM Employee Share Scheme 2008.

 

The Group recognised total expenses of €nil (2016: €0.6m) in the Group Income Statement related to equity-settled share based payment transactions in respect of the INM Long Term Incentive Plan 2014. This comprised a €0.5m share based payment charge in the current year offset by a €0.5m credit relating to the non-vesting at 31 December 2017 of the Earnings Per Share ("EPS") element of the share options granted on 1 January 2015. In addition the Group booked a €0.5m (2016: €nil) credit in retained losses relating to the non-vesting at 31 December 2017 of the Total Shareholder Return ("TSR") element of the share options granted on 1 January 2015.

 

(a) INM Employee Share Scheme 2008

 

Eligibility was restricted to certain employees who agreed to amend the terms and conditions of their employment to provide for a permanent reduction in salary (effective 1 January 2009). All options are exercisable within ten years from the date they were granted (23 January 2009). No other performance conditions attach to these options.

 

The following table shows the number of options outstanding under the INM Employee Share Scheme 2008 as at 31 December 2017:

2017

 

Number of

share

options

Weighted

average

exercise

price

 

 

 

Value

Outstanding at the beginning of the year

535,098

1.321

706,865

Forfeited/cancelled during the year

(17,017)

1.321

(22,479)

Outstanding at the end of the year

518,081

1.321

684,386

 

No options have been exercised under this Plan to date. The options outstanding at 31 December 2017 are exercisable at €1.321.

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

16. Share-based payment (continued)

 

(b) INM Long Term Incentive Scheme 2014

 

In June 2014, the Remuneration Committee proposed the introduction of a new share option scheme and this was approved by the shareholders at the AGM on 6 June 2014.

 

The following table shows the number of options outstanding under the INM Long Term Incentive Plan 2014 as at 31 December 2017:

 

2017

2016

 

Number of

share

options

Weighted

average

exercise

price

 

 

Grant date fair value

 

Number of

share

options

Weighted

average

exercise

price

 

 

Grant date fair value

Outstanding at the beginning of the year

 

13,650,637

 

0.01

 

1,875,409*

 

9,315,271

 

0.01

 

1,164,409*

Granted during the year

-

-

-

4,335,366

0.01

711,000*

Forfeited/cancelled during the year**

 

(10,066,873)

 

0.01

 

(1,287,672)

 

-

 

-

 

-

Outstanding at the end of the year

3,583,764

0.01

587,737

13,650,637

0.01

1,875,409

 

* Total expense is recognised over a 3 year period.

** Includes 8,923,528 share options granted on 1 January 2015 which did not meet the vesting criteria at the end of the 3 year vesting period and therefore did not vest. The remaining 1,143,345 relates to share options which were forfeited in line with the rules of the 2014 Long Term Incentive Plan due to the employees leaving the service of the company during 2017.

 

There were no share options exercisable at year end. The share options have a vesting period of 3 years.

 

Expected volatility is based on the weighted average historic volatility over a period equal to the weighted average expected life. The market price of Ordinary Shares of €0.01 each was €0.09 at 31 December 2017 and ranged from €0.09 to €0.13 during the year.

 

On 1 January 2015 a grant under the scheme, with two separate and independent sets of vesting conditions, was made to certain employees. Holders of vested options were entitled to purchase shares at the nominal value of the share at the grant date. At 31 December 2017, the vesting criteria were not met and therefore none of the share options under this grant vested.

 

On 1 January 2016, a further grant on similar terms was offered to key management personnel and senior employees. 3,583,764 share options are outstanding at the end of the year in relation to this grant.

 

In late 2017 it was agreed that no grant would be issued in 2017.

 

All options are to be settled by physical delivery of shares. The terms and conditions and the main vesting criteria of the share options are set out in the tables as follows:

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

16. Share-based payment (continued)

 

(b) INM Long Term Incentive Scheme 2014 (continued)

 

Vesting criteria

Grant date/ employees entitled

Number of instruments

Vesting conditions

Contractual life of options

Total Shareholder Return ("TSR") criteria

On 1 Jan 2015 to certain employees.

 

 

 

On 1 Jan 2016 to certain employees.

4,461,764 (50% of total grant)

 

 

 

1,791,882 (50% of total grant)

3 years service from grant date and a sliding TSR condition (share price growth and dividends of INM compared with companies in the FTSE 350 Media Group)

 

- Below median: 0% of total grant

- Between median and 75th percentile: 25% - 50% of total grant pro rata

- 75th percentile or above: 50% of total grant

7 years

Earnings Per Share ("EPS") criteria

On 1 Jan 2015 to certain employees.

 

 

 

On 1 Jan 2016 to certain employees.

4,461,764 (50% of total grant)

 

 

 

1,791,882 (50% of total grant)

3 years service from grant date and a sliding EPS condition (level that INM's annualised EPS growth is in excess of the annualised change in CPI)

 

- Less than 5%: 0% of total grant

- Between 5% and 10%: 20% - 50% of total grant pro rata

- Above 10%: 50% of total grant

 

In addition, the annualised EPS growth must be positive and the average 30 day share price at the end of the arrangement must be higher than at the start of the arrangement.

7 years

 

The fair value of services received in return for share options granted is based on the fair value of the share options granted, measured using the Black-Scholes model.

 

Measurement of grant date fair values

The following inputs were used in the measure of the fair value at grant date of the share-based payment arrangement.

 

Share option programme for certain employees

Share option programme for certain employees

2016

2015

Fair value at grant date

€0.164

€0.125

Share price at grant date

€0.169

€0.130

Exercise price

€0.01

€0.01

Expected volatility (weighted average volatility)

35%

39%

Vesting period

3 years

3 years

Expected dividends

0%

0%

Risk free interest rate (based on German government bonds)

 

0.21%

 

0.83%

 

Expected volatility is estimated taking into account historic average share price volatility.

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

17. Acquisitions

 

(a) Post Year End Acquisition

 

On 11 January 2018, the Group acquired the trading business and certain assets of Hegadon Limited (trading as Supreme Stationery). The business has been fully integrated into the existing Newspread stationery business unit.

 

i) Consideration transferred

The total consideration was €4.7m, which comprised €4.5m of cash and €0.2m of estimated contingent consideration. The contingent consideration payment will be determined by the trading performance in the 12 months following completion.

 

ii) Acquisition related costs

The Group incurred acquisition-related costs of €0.2m on legal fees and other transaction costs. These costs have been included in 'exceptional items'.

 

iii) Identifiable assets acquired

The following table summarises the recognised amounts of assets acquired at the date of acquisition.

 

€m

Intangible assets

0.6

Business Contracts

0.3

Total identifiable assets acquired

0.9

 

iv) Goodwill

Goodwill arising from the acquisition has been recognised as follows.

 

€m

Consideration transferred

4.7

Fair value of identifiable assets

(0.9)

Goodwill and other intangibles*

3.8

 

The principal factors contributing to the recognition of goodwill on the business combination include business reputation and supply chain expertise.

 

* The amounts recognised above are provisional amounts based on information available at the acquisition date. The Group expects to complete this acquisition accounting by 30 June 2018, including finalising any deferred tax liability to be booked in respect of this acquisition.

 

 

 

(b) Put Option

 

The Group booked a €0.4m liability in 2017 in respect of a put option over the non-controlling interest on a 51% owned subsidiary.

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

17. Acquisitions (continued)

(c) 2016 - Digital Odyssey Limited

 

On 13 May 2016, the Group acquired the remaining 50% of the shares and voting interests in Digital Odyssey Limited (trading as CarsIreland.ie). As a result of acquiring the remaining 50% shareholding, the Group obtained control of Digital Odyssey Limited.

 

There are clear synergies with INM's existing motoring features across print and digital. CarsIreland.ie is a prominent destination for drivers looking to sell their car or buy a new vehicle and enjoys significant visitor numbers. The site's online position fits well with INM's strategy for both its online and print titles.

 

i) Acquisition related costs

The Group incurred acquisition-related costs of €0.2m on legal fees and due diligence costs. These costs have been included in 'exceptional items'.

 

ii) Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

 

€m

Intangible assets

1.7

Trade receivables

0.1

Cash and cash equivalents

0.5

Trade and other payables

(0.2)

Total identifiable net assets acquired

2.1

 

 

The valuation techniques used for measuring the fair value of material assets acquired were as follows:

 

Assets acquired

Valuation technique

Intangible Assets

The brands of €1.2m were valued using the relief-from-royalty method. The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided as a result of the acquisition.

The customer list of €0.3m was valued using the multi-period excess earnings method. The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.

Other intangible assets of €0.2m relate to software and were deemed not to be material.

Trade Receivables

The trade receivables comprise gross contractual amounts due of €0.1m.

Other Assets

The carrying value of other assets acquired equate to their fair value.

 

iii) Goodwill

Goodwill arising from the acquisition has been recognised as follows:

 

€m

Consideration transferred (in the form of cash)

3.5

Fair value of pre-existing interest in Digital Odyssey Limited

 

3.5

Fair value of identifiable net assets

(2.1)

Goodwill

4.9

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

17. Acquisitions (continued)

 

The remeasurement to fair value of the Group's pre-existing 50% interest in Digital Odyssey Limited resulted in a gain of €2.9m. This amount has been included in 'exceptional items'. The goodwill is attributable to synergies that will be realised through the Group's people, structures and business practices in acquiring the remaining 50% of Digital Odyssey Limited.

 

 

18. Contingencies

 

Litigation

Given the nature of the Group's business, from time to time, it is party to various legal proceedings. It is the opinion of the Directors that INM's share of the losses, if any, arising in connection with these matters will have no material adverse impact on the financial position of the Group.

 

 

19. Subsequent Events

 

In January 2018, the Group purchased the trading business and certain assets of Hegadon Limited following approval by the Competition and Consumer Protection Commission ("CCPC") (see note 17 for further information).

 

In March 2018, four new non-executive directors and a new Chairman were appointed by the Board.

 

There were no other events since the year end that would require disclosure or adjustment in the financial statements.

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR SSUFAAFASEDD
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