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Final Results, Annual Report and Notice of AGM

29 Mar 2019 07:00

RNS Number : 3990U
Independent News & Media PLC
29 March 2019
 

 

 

 

 

PROFIT BEFORE TAX OF €24.1M, CLOSING CASH BALANCE OF €81.7M

 

 

Dublin and London 29 March 2019: Independent News & Media PLC (INM ID, INM LN) today announces its full year results for the 12 months ended 31 December 2018 and publishes its Annual Report and Notice of Annual General Meeting.

 

KEY HIGHLIGHTS

 

· Revenue reported under IFRS 15, no impact on net profit or net assets

· Profit before Tax2 of €24.1m ahead of expectations

· Net assets increase to €89.7m with a closing cash balance of €81.7m

· Continued diversification through two acquisitions

 

Murdoch MacLennan, Chairman, Independent News & Media PLC, said: "In 2018 we continued to make progress in implementing our new strategy with the full support of our new Board and our new Senior Executive Team. We have recorded a financial performance for 2018 ahead of market expectations and I can assure you that despite the challenges facing the industry the Board and Senior Executive Team of your Group are both determined and confident that we are heading in the right direction to build a sustainable business for the future and to create shareholder value."

 

(€m except where stated)

2018

2017

Change

Total revenue[1]

191.0

195.0 (restated)

-2.1%

Profit before tax2

24.1

28.5

-15.4%

Operating Margin1,2

12.4%

14.1% (restated)

-170 bps

Basic & Diluted EPS2

Net Assets

1.6c

89.7

1.8c

76.1

-0.2c

+13.6

Cash and Cash Equivalents

81.7

91.5

-9.8

 

· Impact of IFRS 15

The Group adopted IFRS 15 Revenue from Contracts with Customers ("IFRS 15") from 1 January 2018 and restated comparatives accordingly. The adoption of IFRS 15 has no impact on net profit and the net assets of the Group as it reduces both revenue and costs equally. This means that under IFRS 15 for the distribution of third party newspapers and magazines, the Group recognises its distribution fee only as revenue as opposed to the full selling price and the cost of sale of the item. The impact of this in the financial statements is a reduction in revenue and costs of €93.1m for the year (2017: a reduction of €98.0m) which is reflected in the figures reported above.

 

· Total revenue[1] of €191.0m, down 2.1%

Total revenue[1] of €191.0m was down 2.1% on the prior year. This was primarily driven by a decline in total advertising revenues of 8.8%, a decline in circulation revenues of 6.3% and a decline in commercial printing revenues of 6.2%. Within total advertising, publishing advertising revenues declined by 10.8% and digital advertising revenue declined by 1.7%. Distribution revenue increased by 26.5%, primarily driven by two acquisitions completed during 2018. Digital revenues decreased by 1.7% in 2018, which is largely attributable to the shift in the digital advertising model towards a lower yield programmatic selling one. However, the Group witnessed continued growth in its classified businesses, specifically CarsIreland.ie, for which revenues grew by 18.2%.

 

· Profit before tax2 of €24.1m, ahead of expectations

Profit before tax2, whilst ahead of expectations, decreased by 15.4% to €24.1m, primarily due to continued revenue declines. Earnings per share2 decreased during the year by 0.2c to 1.6c.

 

 

 

[1] Post IFRS 15 restatement

2 Before exceptionals

· Decrease in operating costs1,2

Total operating costs1,2 decreased by a net €0.1m in the year. This reflects a reduction in the Group's cost base largely offset by costs associated with two acquisitions and investment in strategy, GDPR and cyber-security costs.

 

· Exceptional items

The Group recorded a total net exceptional charge of €13.3m, which included:

Ø Impairment charges of €7.0m relating to both tangible and intangible assets in Northern Ireland;

Ø A charge of €4.1m relating to restructuring costs;

Ø A charge of €3.5m for exceptional legal costs;

Ø A gain of €0.8m arising from the re-measurement to fair value of the Group's pre-existing 50% interest in Reachmount DAC upon obtaining control; and

Ø A tax credit of €0.5m in respect of redundancy and other restructuring costs.

 

· Exceptional legal costs

A charge of €3.5m for exceptional legal costs which was primarily associated with the Company meeting its obligations towards the Office of the Director of Corporate Enforcement ("ODCE") and the Data Protection Commissioner ("DPC") in their respective investigations; the Company's and the ODCE's costs in relation to the application to the High Court for the appointment of inspectors; the Company's and the ODCE's costs in relation to the judicial review application made by the Company in relation to the ODCE's decision to apply to the High Court; the Company's costs in relation to the inspection; and, the Company's costs in complying with its statutory obligations towards certain individuals seeking information in relation to the 2014 data security incident.

The Company is co-operating with the inspectors and the DPC in their respective investigations.

 

· Balance sheet strengthened

The Group net assets of €89.7m as at 31 December 2018 have increased by €13.6m year on year.

The strengthened balance sheet was mainly driven by a decrease in the retirement benefit obligations of €26.9m, an increase in intangible assets of €4.1m (impacted by two new acquisitions), partly offset by a decrease in cash and cash equivalents of €9.8m year on year, and by a decrease in tangible assets of €6.5m primarily due to an impairment of property, plant and equipment in the Newry print facility.

 

· Pensions

In December 2018, the Group and the Trustees of the Belfast Telegraph Pension Scheme reached agreement on a recovery plan to address the actuarial funding deficit of €25.6m by 2024. Ongoing contributions from the Company will continue to be made to the scheme to meet the Company's obligations. The agreement will ensure that the pension scheme is on track to meet the needs of its members based on the actuarial valuation as at 31 December 2016.

In addition, the Group continued to meet its circa €7.4m annual pension obligations in respect of its Republic of Ireland pension schemes.

 

· Closing cash balance of €81.7m

The Group ended the year with a cash balance of €81.7m with continued cash generation offset by once-off cash outflows related to retirement benefit obligations and acquisitions.

 

· New strategy

INM's new strategic plan, entitled INM@21, involves optimising revenues, reducing costs and building the capability to respond to the changing needs of the Group's audience. In order to arrive at a new publishing model, one that is fit for purpose in a changing world, the Group is increasing its investment in technology and digital capability to ensure it has the resources required to deliver its strategy. This investment will amount to approximately €5m in the first phase.

Key appointments were made to the Senior Executive Team during 2018 to deliver the strategy and build a sustainable future for the Group.

 

 

 

 

 

[1] Post IFRS 15 restatement

2 Before exceptionals

· Acquisitions

In line with INM's new strategy, the Group's distribution subsidiary, Reach Group, concluded the acquisition of the trading business and certain assets of Hegadon Limited (trading as Supreme Stationary) in January 2018. In addition, in May 2018, Reach Group acquired the remaining 50% stake in Reachmount DAC, trading as Reach Retail Services, one of Ireland's leading innovative packaging companies. Post-acquisition revenues and profits, for both acquisitions, are trading in line with expectations.

 

· Dividend

The Directors are not proposing a dividend for 2018.

 

STATEMENTS

 

Murdoch MacLennan, Chairman, Independent News & Media PLC, said: "Over the past year your Group has made significant progress in identifying the key issues we need to address to ensure that our new strategy will succeed in stabilising and repositioning our business.

 

Of course, we will continue to confront the many challenges currently dominating our industry's wide agenda, including the unfettered advance of the global technology platforms such as Google and Facebook, the inexorable rise of fake news and the cold climate for consolidation in the Irish market as a result of inadequacies in the competition approval process, not to mention our outdated libel and legal regime.

 

We face a tough journey over the next few years through a rapidly-changing media landscape, but we are determined to succeed in achieving our vision of a successful INM that delivers for all of our many stakeholders.

 

In 2018 we continued to make progress in implementing our new strategy with the full support of our new Board and our new Senior Executive Team. We have recorded a financial performance for 2018 ahead of market expectations and I can assure you that despite the challenges facing the industry the Board and Senior Executive Team of your Group are both determined and confident that we are heading in the right direction to build a sustainable business for the future and to create shareholder value."

 

Michael Doorly, Group Chief Executive Officer, Independent News & Media PLC, said: "Our results for 2018 clearly illustrate the rapid change taking place in our industry and the significant and unique challenges facing our Group. Despite the many difficulties we faced throughout 2018, the Group recorded profits before tax2 of €24.1m for the year, while our cash balance remained strong at €81.7m at year end.

 

While change is happening right across our sector, which is facing the challenges of digital disruption, changing consumer behaviours and economic shifts, I am pleased to report that we are moving forward in reshaping our business to better meet the needs of our print and online readers and customers.

 

Producing quality content remains essential to the future of our business and to that end the calibre of our editorial team is unmatched in the Irish market. I would like to thank all of my colleagues in INM for their continued commitment and resolve in delivering to date on our new strategy."

 

Outlook

While our industry will continue to face strong headwinds, the Group remains confident that the implementation of our strategy will continue to deliver real progress across all of our operations, thereby enabling us to identify and pursue new opportunities to create shareholder value.

 

SUBSEQUENT EVENTS

In January 2019, Ms. Kate Marsh was appointed to the Board as an independent non-executive director.

 

The former Chief Financial Officer, Mr. Ryan Preston, departed the Group by mutual consent at the end of January 2019. INM is currently engaged in a process to appoint a successor to Mr. Ryan Preston and this appointment will be announced in due course.

 

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

 

[1] Post IFRS 15 restatement

2 Before exceptionals

 

PUBLICATION AND FILING OF ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

The Annual Report for the year ended 31 December 2018 has been published and is available on the Company's website at www.inmplc.com. The Notice of Annual General Meeting has also been issued to shareholders and is available on the Company's website. The Annual General Meeting of the Company will be held at 11.00 a.m. on 30 April 2019 at The Westbury Hotel, Grafton Street, Dublin 2, Ireland.

 

The Annual Report is also available to view directly via the Regulatory News Service at the following link: http://www.rns-pdf.londonstockexchange.com/rns/3990U_1-2019-3-28.pdf

 

The Annual Report and the Notice of Annual General Meeting have been submitted to the Irish Stock Exchange trading as Euronext Dublin and the UK's National Storage Mechanism, and will shortly be available for inspection as follows:

 

Company Announcements Office,

Euronext Dublin,

28 Anglesea Street,

Dublin 2,

Ireland.

Tel: + 353 1 6174200

 

and

 

http://www.morningstar.co.uk/uk/NSM

 - Ends -

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

 

 

Stephen Harton

Group Financial Controller

Independent News & Media PLC

+353 1 466 3200

stephen.harton@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 Euronext Dublin 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 €192.3m and employs approximately 800 people.

 

 

 

 

 

INDEPENDENT NEWS & MEDIA PLC

 

GROUP INCOME STATEMENT

 

 

Year Ended 31 December 2018

 

Year Ended 31 December 2017

 

 

Before

Exceptional

Items

 

Exceptional

Items*

 

 

Total

 

Before

Exceptional

Items

 Exceptional

Items*

 

 

Total

 

 

 

 

 

 

(restated)

(restated)

(restated)

 

Notes

€m

€m

€m

 

€m

€m

€m

 

 

 

 

 

 

 

 

 

Revenue**

2

191.0

-

191.0

 

195.0

-

195.0

Operating costs**

 

(167.4)

(14.6)

(182.0)

 

(167.5)

(12.0)

(179.5)

Operating profit/(loss)

3

23.6

(14.6)

9.0

 

27.5

(12.0)

15.5

Share of results of associates and joint ventures

9

0.4

-

0.4

 

0.9

(0.1)

0.8

 

 

24.0

(14.6)

9.4

 

28.4

(12.1)

16.3

Finance income/(expense):

 

 

 

 

 

 

 

 

- Finance income

6

0.1

0.8

0.9

 

0.1

-

0.1

- Finance expense

6

-

-

-

 

-

-

-

Profit/(loss) before taxation

 

24.1

(13.8)

10.3

 

28.5

(12.1)

16.4

Taxation (charge)/credit

7

(1.8)

0.5

(1.3)

 

(3.9)

-

(3.9)

Profit/(loss) for the year

 

22.3

(13.3)

9.0

 

24.6

(12.1)

12.5

 

 

 

 

 

 

 

 

 

Profit attributable to:

 

 

 

 

 

 

 

 

Non-controlling interests

 

(0.1)

-

(0.1)

 

-

-

-

Equity holders of the Company

 

22.4

(13.3)

9.1

 

24.6

(12.1)

12.5

 

 

22.3

(13.3)

9.0

 

24.6

(12.1)

12.5

Earnings per ordinary share (cent)

Basic and diluted

 

8

 

 

 

0.7c

 

 

 

 

0.9c

 

 

 

 

 

 

 

 

 

 

* See note 4.

** See note 1 for further details on the transition to IFRS 15 'Revenue from Contracts with Customers' which became effective on 1 January 2018.

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

 

 

 

Year Ended

31 December 2018

 

Year Ended

31 December

2017

 

€m

€m

 

 

 

Profit for the year

9.0

12.5

 

 

 

Other comprehensive income/(expense)

 

 

 

 

 

Items that will never be reclassified to profit or loss:

 

 

Retirement benefit obligations:

 

 

- Remeasurement gains (note 11)

5.1

2.4

- Related movement on deferred tax asset (note 15)

(0.2)

(0.2)

 

4.9

2.2

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

 

 

Currency translation adjustments - subsidiaries

0.1

(0.5)

Losses relating to cash flow hedges*

(0.1)

-

 

-

(0.5)

 

 

 

Other comprehensive income for the year, net of tax

4.9

1.7

 

 

 

Total comprehensive income for the year

13.9

14.2

 

 

 

Total comprehensive income attributable to:

 

 

Non-controlling interests

(0.1)

-

Equity holders of the Company

14.0

14.2

 

13.9

14.2

 

 

 

* Relates to a charge of €0.1m (2017: €0.1m) due to cashflow hedges maturing during the year offset by a credit of €nil (2017: €0.1m) relating to cashflow hedges outstanding at the end of the year.

 

 

 

 

 

 

 

 

 

 

GROUP STATEMENT OF FINANCIAL POSITION

 

 

 

 

 

 

 

Year Ended

31 December

2018

 

Year Ended

31 December

2017

 

Notes

€m

€m

 

 

 

 

Assets

 

 

 

Non-Current Assets

 

 

 

Intangible assets

14

37.7

33.6

Property, plant and equipment

12

33.6

40.1

Investments in associates and joint ventures

9

1.3

1.7

Deferred tax assets

15

5.9

7.7

Other investments

 

0.2

0.2

 

 

78.7

83.3

Current Assets

 

 

 

Inventories

 

5.0

2.8

Trade and other receivables

 

24.8

24.7

Derivative financial instruments

 

-

0.1

Corporation tax recoverable

 

2.1

2.4

Cash and cash equivalents

13

81.7

91.5

 

 

113.6

121.5

Total Assets

 

192.3

204.8

 

 

 

 

Liabilities

 

 

 

Current Liabilities

 

 

 

Trade and other payables

 

38.4

39.1

Provisions

 

11.1

9.5

 

 

49.5

48.6

Non-Current Liabilities

 

 

 

Retirement benefit obligations

11

50.6

77.5

Deferred taxation liabilities

15

1.4

1.4

Other payables

 

0.7

0.7

Provisions

 

0.4

0.5

 

 

53.1

80.1

 

 

 

 

Total Liabilities

 

102.6

128.7

 

 

 

 

Net Assets

 

89.7

76.1

 

 

 

 

Equity

 

 

 

Equity Attributable to Company's Equity Holders

 

 

Share capital

10

13.9

13.9

Share premium

 

767.0

767.0

Other reserves

 

316.2

316.6

Retained losses

 

(1,007.2)

(1,021.4)

 

 

89.9

76.1

 

Non-controlling interest

 

 

(0.2)

 

-

Total Equity

 

89.7

76.1

 

 

 

 

GROUP STATEMENT OF CHANGES IN EQUITY

 

 

 

Group

 

 

Share

Capital

 

 

Share Premium

Share

Based Payment Reserve

 

Other Undenominated Capital

 

Currency

Translation Reserve

Cash Flow Hedge Reserve

 

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 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

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

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 1 January 2018

13.9

767.0

0.5

413.2

(96.8)

0.1

(0.4)

(1,021.4)

76.1

-

76.1

Total Comprehensive

Income/(expense)

for the year

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) for the year

-

-

-

-

-

-

-

9.1

9.1

(0.1)

9.0

Other comprehensive income/(expense)***

 

-

 

-

 

-

 

-

 

0.1

 

(0.1)

 

-

 

4.9

 

4.9

 

-

 

4.9

Total Comprehensive Income/(expense) for the year

 

-

 

-

 

-

 

-

 

0.1

 

(0.1)

 

-

 

14.0

 

14.0

 

(0.1)

 

13.9

Attributable to owners of the Company, recognised directly in equity

 

 

 

 

 

 

 

 

 

 

 

Equity settled share based payments - credit

 

-

 

-

 

(0.3)

 

-

 

-

 

-

 

-

 

-

 

(0.3)

 

-

 

(0.3)

Equity settled share based payments - transfer

 

-

 

-

 

(0.2)

 

-

 

-

 

-

 

-

 

0.2

 

-

 

-

 

-

Put option on Subsidiary

-

-

-

-

-

-

0.1

-

0.1

-

0.1

Transactions with non-controlling interests

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(0.1)

 

(0.1)

Total attributable to owners of the Company

 

-

 

-

 

(0.5)

 

-

 

-

 

-

 

0.1

 

0.2

 

(0.2)

 

(0.1)

 

(0.3)

At 31 December 2018

13.9

767.0

-

413.2

(96.7)

-

(0.3)

(1,007.2)

89.9

(0.2)

89.7

* Other equity reserve at 31 December 2018 related to a put option over the non-controlling interest on a 51% owned subsidiary (see note 17 for further detail).

**Loss for the year in 2018 for non-controlling interests of €0.1m (2017: €nil) relates to 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

2018

 

Year Ended

31 December

2018

 

Year Ended

31 December

2017

 

Year Ended

31 December

2017

 

€m

€m

€m

€m

Profit for the year

9.0

 

12.5

 

Exceptional items

13.3

 

12.1

 

Profit for the year before exceptional items

22.3

 

24.6

 

Share of results of associates and joint ventures

 

(0.4)

 

 

(0.9)

 

Finance income

(0.1)

 

(0.1)

 

Tax charge

1.8

 

3.9

 

Operating profit before exceptional items

 

23.6

 

 

27.5

 

Depreciation/amortisation

6.7

 

6.3

 

 

 

 

 

 

Adjusted Earnings Before Interest, Tax, Depreciation, Amortisation and Exceptional Items

30.3

 

 

33.8

 

Share based payment credit

(0.3)

 

-

 

Movement in provisions/working capital

(4.0)

 

(5.0)

 

Retirement benefit obligations deficit repair/special contribution payments*

(21.9)

 

 

(14.1)

 

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

0.5

 

 

 

1.1

 

Cash generated from operations (before cash exceptional items)

 

4.6

 

 

15.8

 

Exceptional expenditure (see note 4)

(5.2)

 

(3.9)

 

Cash (used in)/generated from operations

(0.6)

 

11.9

 

Income tax received/(paid)

0.3

 

(2.0)

 

Cash (used in)/generated by operating activities

 

(0.3)

 

9.9

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Dividends received from joint ventures

0.5

 

0.6

 

Purchases of property, plant and equipment

(1.8)

 

(1.7)

 

Purchases of intangible assets

(2.7)

 

(1.4)

 

Purchases of/advances to associates and joint ventures

(0.1)

 

-

 

Interest received

0.1

 

0.1

 

Acquisition of subsidiary, net of cash acquired (see note 17)

(5.3)

 

-

 

Net cash used in investing activities

 

(9.3)

 

(2.4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROUP CASH FLOW STATEMENT (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended

31 December

2018

 

Year Ended

31 December

2018

 

Year Ended

31 December

2017

 

Year Ended

31 December

2017

 

€m

€m

€m

€m

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Interest paid

-

 

-

 

Transactions with non-controlling interests

(0.1)

 

-

 

Net cash used in financing activities

 

(0.1)

 

-

(Decrease)/increase in cash and cash equivalents

 

 

(9.7)

 

 

7.5

Foreign exchange losses

 

(0.1)

 

(0.8)

Net (decrease)/increase in cash and cash equivalents

 

 

(9.8)

 

 

6.7

Balance at beginning of the year

 

91.5

 

84.8

Cash and cash equivalents at end of the year

 

81.7

 

91.5

       

 

* Comprises €15.3m of deficit repair payments in respect of defined benefit pension schemes and €6.6m 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 public limited company limited by shares and incorporated, domiciled and registered in Ireland. The registered number of the Company is 2936 and the address of its registered office is Independent House, 27-32 Talbot Street, Dublin 1. These condensed Group financial statements as at and for the twelve months ended 31 December 2018 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.

 

In accordance with EU Regulations, the Group financial statements for the year ended 31 December 2018 have been prepared in accordance with EU adopted International Financial Reporting Standards ('IFRS'), and with those parts of the Companies Acts 2014, and Article 4 of the IAS Regulation, applicable to companies reporting under IFRS.

 

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 the approval of the 2018 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 2018 will be annexed to the Company's annual return for 2018. The annual report and financial statements were approved by the Board of Directors on 28 March 2019. 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 2017 has been annexed to the Company's annual return for 2017 to the Companies Registration Office. The audit opinion on these financial statements was unqualified.

 

The 2018 Annual Report is available on the Company's website inmplc.com as of 29 March 2019. Consistent with prior years, the full financial statements for the year ended 31 December 2018 and the audit report thereon will be completed and available to all shareholders at least 20 working days before the AGM.

 

General Information

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 2018 and 31 December 2017. This financial information for the years ended 31 December 2018 and 31 December 2017 has been prepared in accordance with the Listing Rules of Euronext Dublin.

 

Measurement of Fair Values

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

 

The Group regularly reviews significant unobservable inputs and valuation adjustments.

 

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 (fair value);

- Note 16 - share based payment arrangements; and

- Note 17 - acquisitions.

 

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 2018 and are described in those financial statements on pages 121 to 146.

 

Except for the changes outlined below, 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 2018:

 

Revenue from Contracts with Customers (IFRS 15)

Financial Instruments (IFRS 9)

 

Other new standards and amendments effective for the current period did not have a material effect on the Group's financial statements.

 

IFRS 15

The Group adopted IFRS 15 Revenue from Contracts with Customers ("IFRS 15") from 1 January 2018 and restated comparatives accordingly. IFRS 15 establishes a comprehensive framework for determining whether, how much, and when revenue is recognised. It replaced existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction contracts and IFRIC 13 Customer Loyalty Programmes. See revenue recognition accounting policy in note 1 of the Annual Report.

 

The key impact on the Group of the adoption of IFRS 15 is to change the presentation of the revenue from distribution of third party news and magazine titles from a gross presentation to a net presentation, as the Group does not control the product and is performing a service on a commission fee basis under IFRS 15. The adoption of IFRS 15 has no impact on net profit and the net assets of the Group, as it reduces both revenue and costs equally. The impact of this adjustment is outlined as follows:

 

 

Before IFRS 15 adjustment

 

 

As reported

 

31 December 2018

€m

IFRS 15 Impact

€m

31 December 2018

€m

Revenue

284.1

(93.1)

191.0

Operating costs^

(275.1)

93.1

(182.0)

Operating profit^

9.0

-

9.0

 

 

 

 

 

31 December 2017

€m

IFRS 15 Impact

€m

31 December 2017

€m

Revenue

293.0

(98.0)

195.0

Operating costs^

(277.5)

98.0

(179.5)

Operating profit^

15.5

-

15.5

 

^ All figures are post exceptional items.

NOTES TO THE FINANCIAL INFORMATION (continued)

 

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

 

IFRS 9

The newly effective requirements for IFRS 9 Financial Instruments ("IFRS 9") did not have a material impact on the Group.

The following new IFRS 9 requirements are effective for the Group for the first time for the financial year beginning 1 January 2018. The Group has adopted the cumulative effect transition approach and there is no restatement of comparatives.

 

IFRS 9 sets out the requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement. The principal impact on the Group of the adoption of IFRS 9 is:

 

• Equity instruments classified as available for sale have been designated as measured at fair value through other comprehensive income ("FVOCI"). Consequently, all fair value gains and losses will be reported in other comprehensive income ("OCI"), no impairment losses will be recognised in profit or loss and no gains and losses will be reclassified to profit or loss on disposal; and

The lifetime expected credit loss ("Lifetime ECL") model replaces the "incurred loss" model in IAS 39 for financial assets at amortised cost.

 

Risks and Uncertainties

 

(i) Market Disruption

Maintaining profitability is increasingly challenging due to market disruption (i.e. shift from print media to digital/mobile) negatively affecting newspaper circulation and publishing and digital advertising revenues giving rise to the need for cost reduction and the development of new revenue and profit streams.

 

Advertising revenue and circulation volumes are closely monitored against budgets and industry benchmarks by senior management during weekly management meetings. Cost containment and reduction activity is in place across all areas of the business, as evidenced in the recent restructuring plans, in order to generate sufficient cash to cover our commitments. This remains a key priority of the Group and is monitored closely by senior management and Finance. Development of new revenue streams is the subject of a detailed programme - see strategy implementation below.

 

(ii) Strategy Implementation

Failure to complete implementation of Corporate Strategy including Organisational Change under three strategic pillars: Protect the Core, Expand and Develop Customer-Centric Offerings and Enable the Future could impact on profit targets and impede the strategic development of the Group.

 

Maximise revenue through continuous innovation to deliver best in class products across all platforms. Achieve and maintain the most efficient operating model, not conflicting with longer term strategy. Consolidate print distribution and protect the network. Leverage INM's existing reach and brand, and monetise through a range of digital offerings. Develop paid for membership content models. Consolidate existing position and further expand into targeted verticals. Build and diversify Reach Group while maintaining critical route to market for publishing. Invest in customer-centric systems enabling us to put the customer at the core of the business. Implement future proof organisational structure. Invest in IT and data analytics to enable data driven decision making. Invest in our culture and people to transform our business.

 

(iii) Cyber and Information Security

Maintaining adequate IT systems to secure Business and Customer data and protect from accidental exposure or deliberate theft of sensitive information, loss of service or system availability & cybercrime.

 

Cyber security reviews, including penetration testing and vulnerability assessments are performed throughout the year by specialist third party technical experts to provide independent assurance.

IT Transition programme currently being implemented including the appointment of a new IT Security Manager and a specific InfoSecurity project. IT standards and policies are subject to internal audit and external reviews annually to ensure they are in line with appropriate best practices.

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

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

 

Risks and Uncertainties (continued)

 

(iv) Corporate Culture & Reputation

A failure to create and maintain a strong culture of corporate governance, editorial independence, openness and innovation, could significantly impact the near and long term profit targets and the strategic development of the group.

 

Implement a Tone from the Top Culture. Invest in our culture and people to transform our business, New HR Programme to develop HR capabilities, measure performance and enhancing employee journey. Audit, Risk and Compliance Function ("ARC") established, and its charter specifies responsibilities within this area.

 

(v) 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. Contingency arrangements for recovery of specific systems/operations within targeted timeframes have been defined and tested and back-up systems can be provided by contracted 3rd parties. Individual plans are in place for individual businesses and locations where appropriate. These individual plans and testing feed into the overall Group plan.

 

(vi) 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 objectives.

 

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

New SET members recently appointed. Their objectives include addressing succession dependencies and identifying talent requirements within their remit. New HR Programme to develop HR capabilities, measure performance and enhancing employee journey. People initiatives are reviewed regularly by Group Human Resources, the Group Chief Executive Officer and the Board.

 

(vii) Compliance with laws and regulations

Increasing regulation, including in the areas of Corporate Governance such as directors' duties and directors' compliance statement requires more focus and resources to ensure the Group is compliant with all applicable laws and regulations.

 

A number of processes are in place to assess and address any compliance requirements these include: The Risk and Control Assurance Statement, The Directors Compliance Statement and ARC function activity. Separately the Company Secretary also carries out compliance activity including Board and Sub-Committee assessment exercises against best practice. ARC facilitate a number of initiatives with Group Legal, Company Secretary and Editorial to address compliance awareness. All the above mitigation activity is subject to review and challenge by the Audit and Risk Committee.

 

(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 outsourced legal support functions (pre and post publication) ensure the Editorial Code of Practice is upheld.

Rigorous investigations and disciplinary processes are carried out following any proven errors. Several initiatives exist to mitigate the risk of libel actions occurring, including renewed policies and compulsory training for contributors.

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

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

 

Risks and Uncertainties (continued)

 

(ix) Data Protection Legislation

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

 

The GDPR Project has been completed and the project is now in business as usual and managed by the ARC team. ARC have sufficient resources and expertise to act as the primary source of advice and assurance in respect of the GDPR and are supported by an external Data Protection Officer.

 

(x) Economic & Geopolitical uncertainty

General economic conditions can positively or negatively affect the performance of the Group's businesses, such as the consequential risks and uncertainties arising from Brexit.

 

INM executives monitor the macroeconomic and geopolitical environment by way of regular analysis of business performance through financial results and key performance indicators ('KPIs') to highlight early trends and impacts from economic and geopolitical uncertainty. The implications of Brexit are subject to regular analysis. If there is a managed Brexit transition on a negotiated basis we do not anticipate any material impact on the Group's activities and exchange rate exposures are adequately hedged.

 

2. Revenue

 

The effect of initially applying IFRS 15 on the Group's revenue is described in Note 1. Due to the transition method chosen in applying IFRS 15, comparative information has been restated to reflect the new requirements.

 

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

 

 

2018

2017

 

€m

€m

Revenue from sale of newspapers and magazines

82.2

87.7

Revenue from distribution of newspapers and magazines*

25.3

24.7

Commercial printing activities

5.4

5.8

Revenue from distribution of other products

13.7

6.1

Newspaper advertising revenues

49.6

55.6

Online revenues

14.8

15.1

 

191.0

195.0

* Restated for IFRS 15.

 

Third party revenue of €158.0m (2017: €159.8m) relates to the Republic of Ireland, and €33.0m (2017: €35.2m) to Northern Ireland.

 

 

An analysis of the Group's revenue on a gross and net basis is as follows:

 

 

2018

2017

 

€m

€m

Revenue recognised on a gross basis

165.7

170.3

Revenue recognised on a net basis

25.3

24.7

 

191.0

195.0

 

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

3. Segmental Reporting

 

A number of operating activities are aggregated into one operating segment on the basis the activities are similar in each of the following respects:

 

• 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.

 

 

 

 

Revenue (3rd Party)

 

 

 

 

2018

 

2018

 

2017

 

2017

 

 

 

 

(restated*)

(restated*)

 

 

€m

€m

€m

€m

 

 

 

 

 

 

 

Island of Ireland - Publishing

191.0

 

195.0

 

 

 

Total

 

 

191.0

 

 

195.0

 

 

 

 

 

 

 

*Refer to Note 1 for details on restatement of 2017 revenue.

 

 

 

 

Operating Profit/Loss

(Before Exceptional Items)

 

 

 

2018

 

2018

 

2017

 

2017

 

 

€m

€m

€m

€m

 

 

 

 

 

 

 

Island of Ireland - Publishing

32.1

 

36.3

 

 

Central Costs

(8.5)

 

(8.8)

 

 

 

Total

 

 

23.6

 

 

27.5

 

 

 

 

 

 

 

           

 

 

 

 

Profit (including exceptionals)

 

 

2018

2017

 

 

€m

€m

 

Total operating profit before exceptional items

23.6

27.5

Operating exceptionals

(14.6)

(12.0)

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

0.4

0.8

Net finance income (including exceptionals)

0.9

0.1

Taxation charge (including exceptionals)

(1.3)

(3.9)

Profit for the year (including exceptionals)

9.0

12.5

      

 

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.

 

 

 

2018

€m

2017

€m

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

 

 

 

 

 

 

 

Restructuring (charge)/credit

(i)

(4.1)

0.7

 

Impairments

(ii)

(7.0)

(12.7)

 

Legal expenses

(iii)

(3.5)

-

 

 

 

(14.6)

(12.0)

 

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

 

(iv)

 

-

 

(0.1)

 

Exceptional finance income (note 6)

(v)

0.8

-

 

 

 

(13.8)

(12.1)

 

Exceptional tax credit (note 7)

(vi)

0.5

-

 

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

 

 

(13.3)

 

(12.1)

 

 

 

 

 

 

* Of the exceptional expense in 2018 of €13.3m, €5.2m is shown as an exceptional expenditure outflow in the Group Cash Flow Statement and primarily relates to legal, redundancy and restructuring costs. Of the exceptional expense of €12.1m in 2017, €3.9m is shown as an exceptional expenditure outflow in the Group Cash Flow Statement and primarily relates to redundancy and miscellaneous restructuring costs.

 

(i) 2018

Primarily relates to the following:

(a) A charge of €4.0m relating to restructuring costs, primarily redundancy costs in the Island of Ireland; and

(b) A charge of €0.1m for acquisition related expenses.

 

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 7 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.

 

(ii) 2018

Relates to the following:

(a) A charge of €4.8m relating to the impairment of property, plant and equipment in the Northern Ireland - Belfast Publishing CGU (see note 12);

(b) A charge of €1.3m relating to the impairment of the Belfast Telegraph masthead (see note 14); and

(c) A charge of €0.9m relating to the impairment of software also in the Northern Ireland - Belfast Publishing CGU (see note 14).

 

2017

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

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

4. Exceptional Items (continued)

 

(iii) 2018

Relates to the Company's costs associated with meeting its obligations towards the ODCE and the DPC in their respective investigations; the Company's and the ODCE's costs in relation to the application to the High Court for the appointment of inspectors; the Company's and the ODCE's costs in relation to the judicial review application made by the Company in relation to the ODCE's decision to apply to the High Court; the Company's costs in relation to the inspection; and, the Company's costs in complying with its statutory obligations towards certain individuals seeking information in relation to the 2014 data security incident.

 

(iv) 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.

 

(v) 2018

Relates to a gain arising from the re-measurement to fair value of the Group's pre-existing 50% interest in Reachmount DAC upon obtaining control (see note 17).

 

(vi) 2018

The exceptional tax credit of €0.5m relates to the tax effect of exceptional expenses.

 

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 asset 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 7 November 2016 and a current tax credit of €0.4m arising on exceptional expenses in the Republic of Ireland.

 

 

5. Fair Value

 

The fair values of quoted other investments and derivative financial instruments are measured using market values. Unquoted other investments 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 other investments of €0.2m (2017: €0.2m) are measured at Level 3 of the fair value hierarchy.

 

The derivative financial instruments - cash flow hedges of €nil (2017: €0.1m) are measured at Level 2 of the fair value hierarchy.

 

 

6. Net Finance Income/(Costs)

 

 

2018

2017

 

€m

€m

 

 

 

Finance income

0.1

0.1

Finance costs

-

-

Net finance income (before exceptional finance items)

0.1

0.1

Exceptional finance income (note 4)

0.8

-

Net finance income

0.9

0.1

 

The 2018 exceptional finance income of €0.8m (2017: €nil), relates to a gain arising from the re-measurement to fair value of the Group's pre-existing 50% interest in Reachmount DAC upon obtaining control (see note 17).

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

7. Taxation

 

(a) Amounts recognised in profit or loss

 

 

2018

2017

 

€m

€m

Current tax:

 

 

Current year

-

-

Adjustment for prior year

-

(0.2)

 

-

(0.2)

 

 

 

Deferred tax:

 

 

Origination and reversal of temporary differences

1.1

1.8

Release of deferred tax asset on defined benefit schemes

0.1

0.1

Release of deferred tax asset arising on provision for defined contribution scheme payments

0.8

 

2.0

Charge in respect of tax losses

-

0.2

Adjustment for prior year

(0.7)

-

 

1.3

4.1

Taxation charge

1.3

3.9

 

 

(b) Amounts recognised in Other Comprehensive Income

 

 

2018

2017

 

€m

€m

Deferred tax charge on retirement benefit obligation remeasurements

(0.2)

(0.2)

 

 

 

 

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%

(2017: 12.5%). The differences are explained below:

 

 

2018

2017

 

€m

€m

Profit before taxation

10.3

16.4

Share of results of associates and joint ventures

(0.4)

(0.8)

Profit of Company and subsidiary undertakings before taxation

9.9

15.6

 

 

 

Profit of Company and subsidiary undertakings before taxation multiplied by standard rate of Corporation Tax in Ireland of 12.5% (2017: 12.5%)

1.2

 

1.9

 

Effects of:

 

 

Non-deductible expenses

0.5

-

Permanently deductible expenses

(1.3)

(1.1)

Release of deferred tax asset

0.9

2.0

Adjustment in respect of prior periods

(0.7)

(0.2)

Other differences

0.6

1.0

Unrecognised tax losses

0.1

0.3

 

1.3

3.9

 

 

 

For further information on movement in deferred tax in 2018, see note 15.

 

Within the total tax charge of €1.3m (2017: charge of €3.9m), a net credit of €0.5m (2017: net charge of €nil) is classified as exceptional tax.

 

The exceptional tax credit of €0.5m relates to exceptional expenses and to a reduction in the deferred tax liability of €0.2m following the impairment of intangible assets offset by a related reduction in the Group's deferred tax asset amount of €0.2m. The exceptional tax charge of €nil in 2017 includes a reduction in the deferred tax liability of €2.2m following the impairment of intangible assets offset by a reduction in the Group's deferred tax asset amount of €2.2m.

 

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

 

 

2018

 €m

Total

2017

 €m

Total

Profit attributable to ordinary shareholders

 

 

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

 

9.1

 

12.5

Exceptional items (note 4)

13.3

12.1

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

 

 

22.4

 

 

24.6

 

 

 

 

2018

2017

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

-

-

Diluted number of shares

1,386,547,375

1,386,547,375

Basic and diluted earnings per share

0.7c

0.9c

Basic and diluted earnings per share before exceptional items

 

1.6c

 

1.8c

 

 

 

 

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. There are no dilutive potential ordinary shares at year end.

 

At 31 December 2018: 476,555 options (2017: 518,081) were excluded from the diluted weighted average number of ordinary shares calculation because their effect is anti-dilutive.

 

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

 

 

2018

€m

2017

€m

Associates

 

 

At 1 January

0.9

0.9

Share of results

-

0.1

Dividends

-

(0.1)

At 31 December

0.9

0.9

 

 

2018

€m

2017

€m

Joint Ventures

 

 

At 1 January

0.8

0.6

Purchases of/advances to joint ventures

0.1

-

Disposal of joint ventures*

(0.4)

-

Share of results

0.4

0.7

Dividends

(0.5)

(0.5)

At 31 December

0.4

0.8

 

* On 31 May 2018, the Group acquired the remaining 50% of the shares and voting interests in Reachmount DAC (trading as Reach Retail Services). As a result, the Group was deemed to have disposed of its 50% interest in the joint venture upon acquiring 100% of the shares and obtaining control of Reachmount DAC (see note 17).

 

 

(i) Carrying Amount

 

2018

€m

2017

€m

Associates

0.9

0.9

Joint Ventures

0.4

0.8

 

1.3

1.7

 

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

 

 

(ii) Associates

The closing balance for year end 31 December 2018 for associates of €0.9m relates to Click & Go (2017: €0.9m).

 

 

(iii) Joint Ventures

The closing balance for year end 31 December 2018 for joint ventures of €0.4m relates to The Star (2017: €0.8m related to The Star and Reachmount DAC).

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

10. Share Capital

 

 

2018

 €m

2017

€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

Treasury Shares:

5,597,077 treasury shares of €0.01 each

 

0.1

 

0.1

 

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

11. Retirement Benefit Obligations

 

The Group operates defined benefit and defined contribution pension schemes. A summary of the Group's net liabilities in respect of these schemes is set out below:

 

 

2018

2018

2018

2017

2017

2017

 

ROI

€m

NIRE

€m

Total

€m

ROI

€m

NIRE

€m

Total

€m

Net defined benefit pension liability

(5.6)

(11.7)

(17.3)

(7.9)

(29.8)

(37.7)

Present value of defined contribution scheme provision

(33.3)

-

(33.3)

(39.8)

-

(39.8)

Retirement Benefit Obligations

(38.9)

(11.7)

(50.6)

(47.7)

(29.8)

(77.5)

 

 

Group Income Statement

 

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

 

 

2018

€m

2017

€m

- Net interest/administration cost (net of past service credit) relating to defined benefit pension schemes (excluding exceptional items)

0.5

1.1

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

-

0.1

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

2.6

2.8

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

3.1

4.0

Accounting adjustments on settlements (all schemes)**

-

(2.9)

Total recognised in Group Income Statement (including exceptional items)

3.1

1.1

 

* 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:

 

 

2018

€m

2017

€m

Loss/(return) on scheme assets excluding interest income - defined benefit pension schemes

3.9

(0.7)

Experience variations - defined benefit pension schemes

-

1.2

Actuarial (gain)/loss from changes in financial assumptions - defined benefit pension schemes

 

(5.3)

0.3

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

 

(3.8)

(3.2)

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

0.1

-

Total gain included in Other Comprehensive Income

(5.1)

(2.4)

 

Cumulatively since transition to IFRS on 1 April 2004, €211.9m 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:

 

 

 

2018

2017

ROI schemes

2.25%

2.15%

NIRE scheme

2.90%

2.50%

 

 

 

 

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

 

2018

€m

2017

€m

2018

€m

2017

€m

2018

€m

2017

€m

At 1 January

104.2

110.0

(66.5)

(68.3)

37.7

41.7

Included in Group Income Statement

 

 

 

 

 

 

Accounting adjustment on past service credits

 (0.5)

-

-

-

(0.5)

-

Interest cost/(income)

2.5

2.7

(1.6)

(1.7)

0.9

1.0

Administration expenses

-

-

0.1

0.1

0.1

0.1

 

2.0

2.7

(1.5)

(1.6)

0.5

1.1

Included in Group Other

Comprehensive Income Statement

 

 

 

 

 

 

Remeasurements:

 

 

 

 

 

 

- experience variations

-

1.2

-

-

-

1.2

- actuarial (gain)/loss from changes in financial assumptions

 

 

(5.3)

0.3

 

 

-

-

 

 

(5.3)

0.3

- actuarial gain from changes

in demographic assumptions

 

(3.8)

(3.2)

 

-

-

 

(3.8)

(3.2)

- return on plan assets excluding

interest income

 

 

-

-

 

 

3.9

(0.7)

 

 

3.9

(0.7)

Exchange (gain)/loss

(1.0)

(3.3)

0.8

2.0

(0.2)

(1.3)

 

(10.1)

(5.0)

4.7

1.3

(5.4)

(3.7)

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

11. Retirement Benefit Obligations (continued)

 

Defined Benefit Pension Schemes (continued)

 

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

 

 

Other

 

 

 

 

 

 

Contributions by employers

relating to deficit repair plan

 

 

-

-

 

 

(15.3)*

(1.4)

 

 

(15.3)*

(1.4)

Benefits paid

(2.4)

(3.5)

2.4

3.5

-

-

Settlement payments

-

-

-

-

-

-

Exchange gain

-

-

(0.2)

-

(0.2)

-

 

(2.4)

(3.5)

(13.1)

2.1

(15.5)

(1.4)

At 31 December

93.7

104.2

(76.4)

(66.5)

17.3

37.7

 

*Comprises the ongoing annual employer deficit repair contributions of €1.4m to the Group's defined benefit pension schemes and a contribution of €13.9m made to the Belfast Telegraph defined benefit pension scheme in November 2018 as part of the agreed funding arrangements.

 

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 2018 was -0.05% (0.06% in 2017).

 

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

 

 

2018

ROI

€m

 

2018

NIRE

€m

2018

Total

€m

2017

ROI

€m

 

2017

NIRE

€m

2017

Total

€m

 

At 1 January

39.8

-

39.8

55.6

-

55.6

Interest Cost

-

-

-

0.1

-

0.1

Cash Paid

(6.6)

-

(6.6)

 (12.7)

 -

(12.7)

Change in provision

-

-

-

(2.9)

-

(2.9)

Administration expenses

-

-

-

(0.3)

-

(0.3)

Actuarial loss from changes in

financial assumptions

 

 

0.1

 

 

-

 

 

0.1

-

-

-

At 31 December

33.3

-

33.3

39.8

-

39.8

              

NOTES TO THE FINANCIAL INFORMATION (continued)

 

12. Other items

 

(a) Statement of Comprehensive Income

A currency translation adjustment of €0.1m (all of which related to the translation of subsidiaries with a different functional currency to that of the presentational currency of the Group) has been recognised in the Group Statement of Comprehensive Income as at 31 December 2018 (2017: a net loss of €0.5m (all of which related to subsidiaries)).

 

(b) Property, Plant and Equipment

The carrying amount of the Group's property, plant and equipment decreased by €6.5m from €40.1m at 31 December 2017 to €33.6m at 31 December 2018. This decrease is driven primarily by an impairment charge of €4.8m, a depreciation charge of €3.4m and a negative foreign exchange movement of €0.1m, somewhat offset by additions of €1.8m.

 

13. Cash and Cash Equivalents

As of 31 December 2018, the Group held no debt and had cash and cash equivalents of €81.7m (€91.5m as at 31 December 2017).

 

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 2019 to 2023 inclusive.

 

There was an impairment charge of €2.2m, recognised in 2018 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 2019 budget and projections for 2020 to 2023. 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 (2017: a terminal value multiple of five) in the value in use calculations.

 

iii) Discount rate

For the purpose of impairment testing, the post-tax discount rate used for value in use calculations of the Island of Ireland - Reach Group Distribution CGU was 9.7% (10.5% in 2017). The post-tax discount rate used for value in use calculations of the Northern Ireland - Publishing CGU was 10.4% (11.0% in 2017).

 

Sensitivity

The Group ran sensitivities based on reasonably possible changes in the key assumptions for the various CGUs and these sensitivities would not result in the need to recognise any additional material impairment in 2018.

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

14. Intangible Assets (continued)

 

Impairment Testing (continued)

 

The key assumptions used in determining the fair value less costs of disposal 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 2019 budget and projections for 2020 to 2023. 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. Management have also factored in profit enhancement initiatives in arriving at the cash flow projections for the five years 2019 to 2023 inclusive.

 

ii) Terminal value multiple

A terminal value multiple of five was applied to positive year five EBITDA projections (2017: a terminal value multiple of five) in the fair value less costs of disposal calculations.

 

iii) Discount rate

For the purpose of impairment testing, the post-tax discount rate used for fair value less costs of disposal calculations of the Island of Ireland - Publishing CGU was 9.7% (10.5% in 2017).

 

Sensitivity

The Group ran sensitivities based on reasonably possible changes in the key assumptions in the Island of Ireland - including Irish Independent, Sunday Independent, The Herald, Sunday World and Sligo Champion Publishing CGU. These sensitivities outlined that an impairment would be required if there was a reasonably possible change in assumptions. A 5% decrease in the forecasted EBITDA for this CGU would cause an impairment of €3.6m (2017: €nil), a change in the terminal value multiple from five to four for this CGU would cause an impairment of €5.1m (2017: €nil), and a 1% increase in the pre-tax discount rate for this CGU would cause an impairment of €1.3m (2017: €nil).

 

The Group's intangible assets were €33.6m at 31 December 2017 and €37.7m at 31 December 2018 (includes €6.3m of software (2017: €7.3m)).

 

A total of three CGUs (2017: three CGUs) have been identified and these are analysed below:

 

 

2018

2018

2018

2017

 

Mastheads

and Other Intangibles*

€m

 

 

Goodwill

€m

 

 

Total

€m

 

 

Total

€m

Northern Ireland - Belfast Publishing (net book amount)

-

-

-

1.3

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

5.0

14.1

19.1

19.3

Island of Ireland - Reach Group Distribution (net book amount)

1.9

10.4

12.3

5.7

At 31 December

6.9

24.5

31.4

26.3

* Other Intangibles include a closing balance at 31 December 2018 of €2.8m in relation to brand and customer listings which are amortised.

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

15. Analysis of Deferred Taxation Balances

 

 

Capital

Allowances

€m

Retirement

Benefit

Obligations

€m

 

Tax

Losses

€m

 

 

Other

€m

 

 

Total

€m

Group

 

 

 

 

 

At 1 January 2017

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

(Charge)/credit to Income Statement

(0.8)

(0.9)

0.2

0.2

(1.3)

Recognised in other comprehensive income*

-

(0.2)

-

-

(0.2)

Acquisitions (see note 17)

-

-

-

(0.3)

(0.3)

Exchange movements

-

-

-

-

-

Total (charge)/credit for the year

 

(0.8)

 

(1.1)

 

0.2

 

(0.1)

 

(1.8)

At 31 December 2018

0.7

4.8

0.3

(1.3)

4.5

 

* Tax effect of retirement benefit obligation remeasurements.

 

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

 

In particular, 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.

 

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 2018 was €4.5m and the Group estimates that the majority of this will be settled/recovered more than 12 months after the reporting date.

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

15. Analysis of Deferred Taxation Balances (continued)

 

 

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

 

 

2018

€m

2017

 €m

Deferred taxation assets

5.9

7.7

Deferred taxation liabilities

(1.4)

(1.4)

 

4.5

6.3

 

 

Analysis of deferred taxation assets:

 

 

2018

€m

2017

 €m

Retirement benefit obligations - defined benefit schemes

0.7

1.0

Retirement benefit obligations - defined contribution schemes

4.1

4.9

Capital allowances - property, plant and equipment

0.7

1.5

Tax losses

0.3

0.1

Other

0.1

0.2

 

5.9

7.7

 

Analysis of deferred taxation liabilities:

 

2018

€m

2017

€m

Other

(1.4)

(1.4)

 

(1.4)

(1.4)

 

The decrease of €1.8m 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 (2017: 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).

 

 

 

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 (2017: five years) of taxable profits in the relevant entities.

 

The Group has unrecognised tax losses as at 31 December 2018 of €482.5m (2017: €484.4m) which have a tax value of €99.5m (2017: €102.1m). This is comprised of unrecognised tax losses of €75.0m, €184.4m and €225.2m, with tax values of €9.8m, €31.4m and €58.6m in respect of Republic of Ireland, Northern Ireland and Luxembourg respectively (2017 is comprised of unrecognised tax losses of €75.7m, €183.5m and €225.2m, with tax values of €9.9m, €31.2m and €61.0m in respect of Republic of Ireland, Northern Ireland and Luxembourg respectively). In addition in Northern Ireland, the Group has unrecognised available capital allowances as at 31 December 2018 of €33.5m (2017: €33.9m) which have a tax value of €5.7m (2017: €5.8m). 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 €11.7m (2017: €29.8m) which has a tax value of €2.0m (2017: €5.1m).

 

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 2018, 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 (2017: €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 a total credit of €0.3m (2017: €nil) 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 €0.1m (2017: €0.5m) share based payment charge in the current year offset by a €0.4m credit (2017: €0.5m).

The above credit comprised a €0.2m credit relating 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 2018 and therefore forfeiting their share options and also to a credit of €0.2m (2017: €0.5m) relating to the non-vesting at 31 December 2018 of the Earnings Per Share ("EPS") element of the share options granted on 1 January 2016 (2017: share options granted on 1 January 2015).

 

In addition the Group booked a €0.2m (2017: €0.5m) credit in retained losses relating to the non-vesting at 31 December 2018 of the Total Shareholder Return ("TSR") element of the share options granted on 1 January 2016 (2017: 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 2018:

 

 

2018

 

Number of

share

options

Weighted

average

exercise

price

Value

 

 

 

Outstanding at the beginning of the year

518,081

1.321

684,386

Forfeited/cancelled during the year

(41,526)

1.321

(54,855)

Outstanding at the end of the year

476,555

1.321

629,531

 

No options have been exercised under this Plan to date. The options outstanding at 31 December 2018 are exercisable at €1.321. On 23 January 2019 these options lapsed.

 

(b) INM Long Term Incentive Plan 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 2018:

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

16. Share-based payment (continued)

 

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

 

 

2018

2017

 

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

 

3,583,764

 

0.01

 

587,737*

 

13,650,637

 

0.01

 

1,875,409*

Granted during the year

-

-

-

-

-

-

Forfeited/cancelled/ lapsed during the year

 

(3,583,764)**

 

0.01

 

(587,737)

 

(10,066,873)***

 

0.01

 

(1,287,672)

Outstanding at the end of the year

 

-

 

-

 

-

 

3,583,764

 

0.01

 

587,737

 

* Total expense is recognised over a 3 year period.

** Includes 2,183,936 share options granted on 1 January 2016 which did not meet the vesting criteria at the end of the 3 year vesting period and therefore did not vest. The remaining 1,399,829 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 2018 and forfeiting their share options.

*** 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 and forfeiting their share options.

 

There were no share options exercisable at year end and it is not proposed to make any further awards under this plan.

 

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 €0.06 at 31 December 2018 and ranged from €0.06 to €0.11 during the year.

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

17. Acquisitions

 

(a) Hegadon Limited

 

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 Reach Group. The acquisition further diversifies the product range and customer base of Reach Group in the stationery sector while leveraging the existing distribution network.

 

(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. The amount to be paid is being finalised based on the financial outturn and is expected to be in line with the amount provided.

 

(ii) Acquisition related costs

The Group incurred acquisition related costs of €0.2m on legal fees and other transaction costs. These costs were incurred in 2017 and therefore were included in 'exceptional items' in 2017.

 

(iii) Identifiable assets acquired

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

 

€m

Intangible assets - Brands

0.6

Intangible assets - Customer lists

0.3

Deferred tax liability

(0.1)

Total net identifiable assets acquired

0.8

 

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 €0.6m 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 lists of €0.3m were 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.

 

(iv) Goodwill

 

 Goodwill arising from the acquisition has been recognised as follows:

 

€m

Consideration transferred

4.7

Fair value of net identifiable assets

(0.8)

Goodwill

3.9

 

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

 

(b) Reachmount DAC

 

On 31 May 2018, Reach Group acquired the remaining 50% of the shares and voting interests in Reachmount DAC (trading as Reach Retail Services) bringing the Group's interest up to 100%.

Reachmount DAC was incorporated on 5 November 2015 as a joint venture between Reach Group and Paramount Packaging Limited to provide consumable packaging products to the retail and food service industries. There are clear synergies with Reach Group's existing distribution network which provides a competitive advantage in this sector.

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

17. Acquisitions (continued)

(b) Reachmount DAC (continued)

 

(i) Consideration transferred

The total consideration was €1.2m, which comprised €0.8m of cash and €0.4m of estimated contingent consideration. The contingent consideration payment will be determined by the trading performance in the 12 months following completion. The range of contingent consideration is between €nil and €0.4m and payment will be based on the achievement of set gross margin thresholds.

 

(ii) Acquisition related costs

The Group incurred acquisition related costs which have been included in 'exceptional items' (see note 4).

 

(iii) 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 - Brands

0.8

Intangible assets - Customer lists

0.5

Inventories

0.7

Trade and other payables

(0.3)

Deferred tax liability

(0.2)

Total net identifiable net assets acquired

1.5

 

 

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 €0.8m 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 lists of €0.5m were 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 Assets

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

 

(iv) Goodwill

 

 Goodwill arising from the acquisition has been recognised as follows:

 

€m

Consideration transferred

1.2

Fair value of pre-existing interest in Reachmount DAC

1.2

Fair value of identifiable net assets

(1.5)

Goodwill

0.9

 

The remeasurement to fair value of the Group's pre-existing 50% interest in Reachmount DAC resulted in a gain of €0.8m. 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 Reachmount DAC.

 

(c) Put Option

 

The Group has a €0.3m liability at 31 December 2018 in respect of a put option over the non-controlling interest on a 51% owned subsidiary, INM Events DAC. This is measured based on a multiple of the profitability of the non-controlling interest of the underlying subsidiary company.

 

 

 

NOTES TO THE FINANCIAL INFORMATION (continued)

 

18. Contingent Liabilities

 

(i) Guarantees

The Company has guaranteed bank advances, EFT facilities and certain other obligations of subsidiary undertakings up to a maximum of €33.8m (2017: €44.0m).

Letters of support have also been provided to certain of its subsidiaries.

 

(ii) Litigation

Given the nature of the Company'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 Company.

 

(iii) Ongoing investigations and related matters

As a result of certain protected disclosures made to it by the Company's former CEO, Mr Robert Pitt, the Office of the Director of Corporate Enforcement ("ODCE") commenced an investigation into the Company's affairs. In March 2018, the ODCE informed the Company that it intended to apply to the High Court for the appointment of Inspectors to investigate the affairs of the Company.

 

In September 2018, the President of the High Court, Mr Justice Peter Kelly, appointed Mr Sean Gillane SC and Mr Richard Fleck CBE as inspectors under section 748 of the Companies Act, 2014 to inquire into and report on certain issues relating to the conduct of the affairs of the Company. 

These issues include the accessing by third parties of the Company's data from 2014, the proposed acquisition in 2016 by the Group of Newstalk Radio and other matters that were the subject of disclosures made by the Company's former CEO to the Company. The inspectors will also report on whether Mr Leslie Buckley, the former Chairman of the Company, disclosed information to third parties in breach of market abuse or other applicable law and whether there have been any breaches of law arising from any of these matters and the Company's response to the disclosures made to it.

Arising from materials sent by the ODCE in respect of the Court application, the Company's Board became aware of new information regarding a data security incident which had previously been notified to the Data Protection Commissioner ("DPC"). The Board notified the DPC of the new information as a result of which the DPC announced a formal investigation into the data security incident.

 

As stated in note 4, the Company has incurred an exceptional charge of €3.5m which relates to the Company's costs associated with meeting its obligations towards the ODCE and the DPC in their respective investigations; the Company's and the ODCE's costs in relation to the application to the High Court for the appointment of inspectors; the Company's and the ODCE's costs in relation to the judicial review application made by the Company in relation to the ODCE's decision to apply to the High Court; the Company's costs in relation to the inspection and the Company's costs in complying with its statutory obligations towards certain individuals seeking information in relation to the 2014 data security incident.

The Company is co-operating with the inspectors and the DPC in their respective investigations. The Company has not made a provision for future costs associated with the investigations. However, the Company has a contingent liability in respect of the ongoing investigations and related matters. These ongoing investigations and related matters may result in Independent News & Media PLC incurring material costs.

 

 

19. Subsequent Events

 

In January 2019, Ms. Kate Marsh was appointed to the Board as an independent non-executive director.

 

The former Chief Financial Officer, Mr. Ryan Preston, departed the Group by mutual consent at the end of January 2019. INM is currently engaged in a process to appoint a successor to Mr. Ryan Preston and this appointment will be announced in due course.

 

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 news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
FR BIGDXLDDBGCI
Date   Source Headline
31st Jul 201912:34 pmRNSCompletion of Acquisition of INM by Mediahuis
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16th Jul 201910:51 amRNSIndependent News & Media plc 38.5a
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12th Jul 201911:25 amRNSForm 8.3 - Independent News & Media plc
12th Jul 201910:06 amRNSHolding(s) in Company
12th Jul 20197:00 amRNSForm 8.3 - Independent News & Media plc
11th Jul 201911:53 amRNSForm 38.5a INM plc
11th Jul 201910:33 amRNSIndependent News & Media plc 38.5a
10th Jul 201911:57 amRNSIndependent News & Media plc 38.5a
10th Jul 201911:57 amRNSIndependent News & Media plc 38.5a
10th Jul 201911:22 amRNSForm 38.5a INM plc
8th Jul 201910:26 amRNSIndependent News & Media plc 38.5a

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