TIDMINM
RNS Number : 3306Z
Independent News & Media PLC
31 August 2018
PROFIT BEFORE TAX OF EUR11.5M IN LINE WITH EXPECTATIONS, NET
ASSETS INCREASE TO EUR88.6M
Dublin and London 31 August 2018: Independent News & Media
PLC (INM ID, INM LN) today announces its half year results for the
6 months ended 30 June 2018.
KEY HIGHLIGHTS
-- Revenue reported under IFRS 15, no impact on net profit or net assets
-- Profit before Tax2 of EUR11.5m in line with expectations with exceptional costs of EUR2.1m
-- Net assets increase to EUR88.6m with a cash balance of EUR89.4m
-- New corporate strategy identified which focuses on protecting
the core, expanding and dominating existing and new niches and
enabling the future
-- New appointments made to Senior Executive Team ("SET"), who
will enable delivery of the corporate strategy, and to the Board of
Directors
-- Continued diversification through two new acquisitions
Murdoch MacLennan, Chairman, Independent News & Media PLC,
said: "Despite the challenges facing INM, the Group generated a
profit before tax of EUR11.5m during the period in line with
expectations, while our full year forecast remains unchanged. The
Group's new strategy is also making progress and a new Senior
Executive Team has been put in place to support our Group CEO,
Michael Doorly, as he leads its implementation. Our balance sheet
remains strong and we continue to explore new avenues to develop
profitable revenue streams to support our core business."
(EURm except where stated) H1 2018 H1 2017 Change
-------- ------------------------------------
Total revenue[1] 95.0 99.0 (restated) -4.1%
Profit before tax2 11.5 14.9 -22.8%
Operating Margin1,2 12.0% 14.6% (restated) -260 bps
Basic & Diluted EPS2 0.7c 1.0c -0.3c
Cash and Cash Equivalents 89.4 95.7 -6.3
Net Assets 88.6 80.1 +8.5
-------- ------------------------------------ ---------
-- 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
EUR46.3m for the period (H1 2017: a reduction of EUR49.1m) which is
reflected in the figures reported above.
-- Total revenue[1] of EUR95.0m, down 4.1%
Total revenue[1] of EUR95.0m was down 4.1% on the prior year.
This was primarily driven by a decline in total advertising
revenues of 10.5% and a decline in circulation revenues of 6.2%
which were offset in part by an increase in distribution
revenues[1] of 18.4%, primarily driven by two acquisitions. Within
total advertising, publishing advertising revenues declined by
12.4% and digital advertising revenue declined by 2.9%. In spite of
this trend, revenue from the Regional titles increased year on year
with publishing advertising revenue increasing by 1.1% and
circulation revenue increasing by 1.7%.
-- Digital revenues, down 2.9%
Digital revenues have declined by 2.9% on the prior year. The
ongoing revenue pressures arising from Google and Facebook in the
market were partially offset by the Group's continued investment in
new diversified offerings such as CarsIreland.ie which delivered
double-digit revenue growth for the period (+21.4%).
[1] Post IFRS 15 restatement
2 Before exceptionals
-- Profit before tax2 EUR11.5m, down 22.8%
Profit before tax2 decreased by 22.8% to EUR11.5m primarily due
to continued revenue declines which were partially offset by a
reduction in operating costs. Earnings per share2 decreased during
the period by 0.3c to 0.7c.
-- Decrease in operating costs
Total operating costs decreased by EUR0.9m (-1.1%) in the
period, notwithstanding increased investment in consulting, GDPR
and cyber-security costs incurred of circa EUR1.5m, as the business
focuses on enabling the future.
-- Balance sheet strengthened
The Group net assets of EUR88.6m as at 30 June 2018 have
increased by EUR8.5m year on year. There was a decrease in the
retirement benefit obligations liability of EUR23.6m, from EUR90.1m
to EUR66.5m, primarily due to deficit repair/special contribution
payments. The inventories balance has increased by EUR2.7m year on
year primarily due to inventories held by the two new acquisitions,
Hegadon (trading as Supreme Stationary) and Reachmount DAC. The
cash and cash equivalents balance has decreased by EUR6.3m year on
year primarily due to the aforementioned retirement benefit
obligations payments and costs associated with the two new
acquisitions mentioned above, with these outflows being offset by a
positive EBITDA performance.
-- Exceptional items
The Group recorded a total net exceptional expense of EUR2.1m,
which included:
Ø A charge of EUR1.9m for legal costs primarily associated with
meeting the requirements of the Office of the Director of Corporate
Enforcement ("ODCE") and the related Judicial Review;
Ø A charge of EUR1.3m related to restructuring costs, primarily
redundancy costs;
Ø A charge of EUR0.1m for acquisition related expenses;
Ø A gain of EUR0.8m arising from the re-measurement to fair
value of the Group's pre-existing 50% interest in Reachmount DAC;
and
Ø A tax credit of EUR0.4m on legal, redundancy and other
restructuring costs.
-- Exceptional legal costs
Exceptional legal costs of EUR1.9m were incurred in the period
primarily in relation to responding to formal enquiries from the
ODCE; responding to an application in the High Court brought by the
ODCE seeking the appointment of Inspectors to investigate the
affairs of the Group; challenging the lawfulness of the ODCE's
decision to bring the application by way of Judicial Review; and
related legal issues. The President of the High Court reserved his
judgement on the ODCE's application to appoint Inspectors to the
Group and that judgement is awaited.
On 26 June 2018 the Group received notification from the Data
Protection Commission ("DPC") that it had commenced an
investigation into a data security incident in 2014 which the Group
had notified to the DPC's predecessor body in August 2017. The
Group is cooperating with that investigation.
-- New appointments
INM has developed a new corporate strategy to future proof and
support the business in the coming years given the challenging
operating and economic environment in the media/print industry.
A critical first step to deliver the new strategy was to ensure
that the Board was refreshed and that the SET had leaders with the
key skills and ambition to successfully drive the plan forward.
Accordingly, a new team has been positioned under Michael Doorly
(CEO) consisting of:
-- Richard McClean - MD Publishing Ireland
-- Henry Minogue - Chief Information Officer
-- Ian Keogh - CEO Reach Group
-- Ryan Preston - Chief Financial Officer
-- Celine Doyle - Chief People Officer
-- Richard Morgan - Transformation Director
[1] Post IFRS 15 restatement
2 Before exceptionals
In addition, Mark Ody will join the organisation in September
2018 as Chief Customer Officer to ensure the customer remains at
the heart of everything that INM does. Further appointments will be
made later this year at SET level and across the wider organisation
as it restructures and refocuses its efforts.
-- Corporate Strategy
As part of the "protect the core" pillar of our new strategy,
further cost saving plans have been put in place throughout the
Group to mitigate the H2 2018 forecast revenue declines.
In line with the "expand into and dominate existing and new
niches" pillar of our 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. Two new
businesses were launched during the period, both of which further
expand the Group's digital niche offerings.
To advance the "enable the future" pillar of our new strategy,
the Group has made key appointments at SET level to build the
future of the organisation and invested in GDPR compliance and
improved cyber-security.
-- Dividend
The Directors are not proposing a dividend for 2018.
STATEMENTS
Murdoch MacLennan, Chairman, Independent News & Media PLC,
said: "The media industry continues to experience challenging
trading conditions, while the Group must also contend with
uncertainty as a result of the ODCE's attempt to have inspectors
appointed to look into a number of events that took place in recent
years and the ongoing DPC investigation of alleged data breaches
within INM.
We are mindful of the rapidly changing landscape of the media
industry with digital companies leveraging different technologies
to directly engage with the consumer. However, this does not
undermine the continued quality content produced by INM which
remains a trusted source for news.
Despite the challenges facing INM, the Group generated a profit
before tax of EUR11.5m during the period in line with expectations,
while our full year forecast remains unchanged. The Group's new
strategy is also making progress and a new Senior Executive Team
has been put in place to support our Group CEO, Michael Doorly, as
he leads its implementation. Our balance sheet remains strong and
we continue to explore new avenues to develop profitable revenue
streams to support our core business."
Michael Doorly, Group Chief Executive Officer, Independent News
& Media PLC, said: "While our industry continues to face many
challenges, INM anticipates a full-year EBIT performance in line
with market expectations. We now have a new Senior Executive Team
in place and our priority is to continue implementing our new three
pillar strategy as previously communicated.
I would like to thank all colleagues for their contribution and
dedication to the Group in delivering the half year results."
Outlook
Despite the ongoing challenges in the media industry, the Group
anticipates a full year EBIT performance in line with market
expectations.
[1] Post IFRS 15 restatement
2 Before exceptionals
SUBSEQUENT EVENTS
In early July 2018, The President of the High Court heard an
application brought by the ODCE for the appointment, under section
748 of the Companies Act 2014, of inspectors to investigate the
affairs of the Group. The President of the High Court reserved his
judgement on the application and this judgement is still
awaited.
As a result of information included in materials sent by the
ODCE to the Company's solicitors in respect of the Court
application, the Board of INM became aware of new information
regarding a data security incident which was notified to the DPC in
August 2017. The Board subsequently made an additional notification
to the DPC in March 2018 following which the DPC launched a formal
investigation into the circumstances of the data security incident.
Since the period end the Company has sent a formal response to a
series of questions put to it by the DPC under Section 10 of the
Data Protection Acts 1988 and 2003.
The above matters relating to the ODCE and the DPC could result
in the Company incurring further material costs.
In August 2018, Mr. Kieran Mulvey was appointed as a
non-executive director by the Board.
There were no other events since the period end that would
require adjustment or disclosure in the half year Group financial
statements.
- Ends -
For further information, contact:
MEDIA INVESTORS & ANALYSTS
Brian Bell/Peter O'Brien Michael Doorly
Wilson Hartnell Group Chief Executive Officer
+353 1 669 0030 (office) Independent News & Media PLC
brian.bell@ogilvy.com +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 Euronext Dublin and/or the UK Listing Authority, to
reflect new information, future events or otherwise.
ABOUT INDEPENT 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 EUR208.4m and employs
approximately 800 people.
[1] Post IFRS 15 restatement
2 Before exceptionals
INDEPENT NEWS & MEDIA PLC - CONDENSED INTERIM GROUP
FINANCIAL STATEMENTS - CONDENSED GROUP INCOME STATEMENT
(unaudited)
Six months ended 30 June Six months ended 30 June
2018 2017
Before
Before Exceptional Exceptional
Exceptional Exceptional Items Items* Total
Items Items* Total (restated) (restated) (restated)
------------- -------------- ------- ------------- ------------------- -----------
Notes EURm EURm EURm EURm EURm EURm
Revenue** 3 95.0 - 95.0 99.0 - 99.0
Operating
(costs)/income** (83.6) (3.3) (86.9) (84.5) 2.6 (81.9)
------------- -------------- ------- ------------- ------------------- -----------
Operating
profit/(loss) 3 11.4 (3.3) 8.1 14.5 2.6 17.1
Share of results
of associates and
joint
ventures 0.2 - 0.2 0.3 - 0.3
------------- -------------- ------- ------------- ------------------- -----------
11.6 (3.3) 8.3 14.8 2.6 17.4
Finance
income/(expense):
- Finance
income 4 - 0.8 0.8 0.1 - 0.1
- Finance
expense 4 (0.1) - (0.1) - - -
------------- -------------- ------- ------------- ------------------- -----------
Profit/(loss)
before taxation 11.5 (2.5) 9.0 14.9 2.6 17.5
Taxation charge (1.2) 0.4 (0.8) (0.9) (0.4) (1.3)
------------- -------------- ------- ------------- ------------------- -----------
Profit/(loss) for
the period 10.3 (2.1) 8.2 14.0 2.2 16.2
============= ============== ======= ============= =================== ===========
Profit/(loss)
attributable to:
Non-controlling
interests - - - 0.1 - 0.1
Equity holders of
the Company 10.3 (2.1) 8.2 13.9 2.2 16.1
------------- -------------- ------- ------------- ------------------- -----------
10.3 (2.1) 8.2 14.0 2.2 16.2
============= ============== ======= ============= =================== ===========
Profit per
ordinary share
(cent) - Basic
& Diluted 6 0.6c 1.2c
======= ===========
* See note 5 for further information.
** See note 1 for further details on the IFRS 15 adjustment in
2018 and the restated figures in 2017.
The notes to the condensed interim Group financial statements on
pages 10 to 24 form an integral part of this financial
information.
CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
Six Six
months months
ended ended 30
30 June June 2017
2018
EURm EURm
Profit for the period 8.2 16.2
--------- -----------
Other comprehensive income
Items that will never be reclassified to profit
or loss:
Retirement benefit obligations:
- Remeasurement gains 4.5 3.0
- Related movement on deferred tax asset (0.2) (0.3)
--------- -----------
4.3 2.7
--------- -----------
Items that are or may be reclassified subsequently
to profit or loss:
Currency translation adjustments - subsidiaries - (0.6)
Unrealised losses relating to cashflow hedges (0.1) (0.1)
(0.1) (0.7)
--------- -----------
Other comprehensive income for the period,
net of tax 4.2 2.0
--------- -----------
Total comprehensive income for the period 12.4 18.2
========= ===========
Total comprehensive income attributable to:
Non-controlling interests - 0.1
Equity holders of the Company 12.4 18.1
--------- -----------
12.4 18.2
========= ===========
The notes to the condensed interim Group financial statements on
pages 10 to 24 form an integral part of this financial
information.
CONDENSED GROUP STATEMENT OF FINANCIAL POSITION (unaudited)
Notes 30 June 31 Dec 30 June
2018 2017 2017
Unaudited Audited Unaudited
Assets EURm EURm EURm
Non-Current Assets
Intangible assets and goodwill 9 39.7 33.6 47.0
Property, plant and equipment 9 39.5 40.1 41.2
Investments in associates and joint
ventures 9 1.5 1.7 1.7
Deferred tax assets 6.5 7.7 13.4
Other investments 0.2 0.2 0.2
87.4 83.3 103.5
---------- ---------- ----------
Current Assets
Inventories 5.5 2.8 2.8
Trade and other receivables 24.0 24.7 22.9
Derivative financial instruments 12 - 0.1 -
Corporate tax recoverable 2.1 2.4 0.4
Cash and cash equivalents 89.4 91.5 95.7
121.0 121.5 121.8
---------- ---------- ----------
Total Assets 208.4 204.8 225.3
---------- ---------- ----------
Liabilities
Current Liabilities
Trade and other payables 40.7 39.1 38.2
Provisions 9 10.1 9.5 12.2
Retirement benefit obligations 7 6.1 6.2 -
56.9 54.8 50.4
---------- ---------- ----------
Non-Current Liabilities
Retirement benefit obligations 7 60.4 71.3 90.1
Deferred taxation liabilities 1.4 1.4 3.5
Other payables 0.7 0.7 0.7
Provisions 9 0.4 0.5 0.5
---------- ---------- ----------
62.9 73.9 94.8
---------- ---------- ----------
Total Liabilities 119.8 128.7 145.2
---------- ---------- ----------
Net Assets 88.6 76.1 80.1
========== ========== ==========
Equity
Equity Attributable to Company's
Equity Holders
Share capital 13.9 13.9 13.9
Share premium 767.0 767.0 767.0
Other reserves 316.7 316.6 316.9
Retained losses (1,008.9) (1,021.4) (1,017.8)
---------- ---------- ----------
88.7 76.1 80.0
Non-Controlling Interests (0.1) - 0.1
---------- ---------- ----------
Total Equity 88.6 76.1 80.1
========== ========== ==========
The notes to the condensed interim Group financial statements on
pages 10 to 24 form an integral part of this financial
information.
CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY (unaudited)
Attributable to owners of the Company
--------
Cash
Share Other Currency Other Flow Equity
Based Undenominated Translation Equity Hedge Interest Non-
Share Share Payment Capital Reserve Reserve* Reserve Retained of Controlling Total
Capital Premium Reserve Losses Parent Interests
EURm EURm EURm EURm EURm EURm EURm EURm EURm EURm EURm
--------- --------- --------- --------------- ------------- ---------- -------- ---------- ---------- ------------- --------
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
income/(expense)
for the period
Profit for the
period - - - - - - - 16.1 16.1 0.1 16.2
Other
comprehensive
(expense)/income - - - - (0.6) - (0.1) 2.7 2.0 - 2.0
--------- --------- --------- --------------- ------------- ---------- -------- ---------- ---------- ------------- --------
Total
comprehensive
(expense)/income
for the period - - - - (0.6) - (0.1) 18.8 18.1 0.1 18.2
--------- --------- --------- --------------- ------------- ---------- -------- ---------- ---------- ------------- --------
Attributable to
owners of the
Company,
recognised
directly in equity
Equity settled
share based
payments - - 0.4 - - - - - 0.4 - 0.4
Put option on
subsidiary - - - - - (0.8) - - (0.8) - (0.8)
Total attributable
to owners of the
Company - - 0.4 - - (0.8) - - (0.4) - (0.4)
--------- --------- --------- --------------- ------------- ---------- -------- ------------- --------
At 30 June 2017 13.9 767.0 1.4 413.2 (96.9) (0.8) - (1,017.8) 80.0 0.1 80.1
--------- --------- --------- --------------- ------------- ---------- -------- ---------- ---------- ------------- --------
At 1 January 2018 13.9 767.0 0.5 413.2 (96.8) (0.4) 0.1 (1,021.4) 76.1 - 76.1
Total
comprehensive
income/(expense)
for the period
Profit for the
period - - - - - - - 8.2 8.2 - 8.2
Other
comprehensive
(expense)/income - - - - - - (0.1) 4.3 4.2 - 4.2
--------- --------- --------- --------------- ------------- ---------- -------- ---------- ---------- ------------- --------
Total
comprehensive
(expense)/income
for the period - - - - - - (0.1) 12.5 12.4 - 12.4
--------- --------- --------- --------------- ------------- ---------- -------- ---------- ---------- ------------- --------
Attributable to
owners of the
Company,
recognised
directly in equity
Equity settled
share based
payments - - 0.1 - - - - - 0.1 - 0.1
Put option on
subsidiary - - - - - 0.1 - - 0.1 - 0.1
Dividends to Non
Controlling
Interest - - - - - - - - - (0.1) (0.1)
Total attributable
to owners of the
Company - - 0.1 - - 0.1 - - 0.2 (0.1) 0.1
--------- --------- --------- --------------- ------------- ---------- -------- ------------- --------
At 30 June 2018 13.9 767.0 0.6 413.2 (96.8) (0.3) - (1,008.9) 88.7 (0.1) 88.6
--------- --------- --------- --------------- ------------- ---------- -------- ---------- ---------- ------------- --------
* Other equity reserve at 30 June 2018, 31 December 2017 and 30
June 2017 relates to a put option over the non-controlling interest
on a 51% owned subsidiary, INM Events DAC.
The notes to the condensed interim Group financial statements on
pages 10 to 24 form an integral part of this financial
information.
CONDENSED GROUP CASH FLOW STATEMENT (unaudited)
Six months ended 30 June
2018 2018 2017 2017
EURm EURm EURm EURm
Profit for the period 8.2 16.2
Exceptional items 2.1 (2.2)
Profit for the period before exceptional
items 10.3 14.0
Share of results of associates and joint
ventures (0.2) (0.3)
Finance income - (0.1)
Finance costs 0.1 -
Tax charge 1.2 0.9
Operating profit before exceptional items 11.4 14.5
Depreciation/amortisation 3.3 3.1
------ ------------
Earnings before Interest, Tax, Exceptional
items, Depreciation and Amortisation 14.7 17.6
Share based payment charge 0.1 0.4
Movement in provisions/working capital (2.0) (3.3)
Retirement benefit obligations deficit
repair/special contribution payments (7.3) (0.8)
Defined benefit retirement benefit obligations
charge recognised in the Group Income Statement 0.5 0.6
------ ------------
Cash generated from operations (before
cash exceptional items) 6.0 14.5
Exceptional expenditure (1.3) (0.8)
------ ------------
Cash generated from operations 4.7 13.7
Income tax received/(paid) 0.4 (1.0)
------ ------------
Cash generated by operating activities 5.1 12.7
Cash flows from investing activities
Dividends received from associates and
joint ventures 0.1 0.4
Purchases of property, plant and equipment (1.2) (0.7)
Acquisition of subsidiary (net of cash
acquired) (5.3) -
Purchases of intangible assets (0.7) (0.6)
Advances to associates and joint ventures (0.1) (0.2)
Net cash used in investing activities (7.2) (1.1)
Cash flows from financing activities
Interest paid - -
Net cash used in financing activities - -
------ ------
(Decrease)/increase in cash and cash equivalents
in the period (2.1) 11.6
Foreign exchange losses - (0.7)
------ ------
Net (decrease)/increase in cash and cash
equivalents in the period (2.1) 10.9
Balance at beginning of the period 91.5 84.8
Cash and cash equivalents at end of the
period 89.4 95.7
====== ======
The notes to the condensed interim Group financial statements on
pages 10 to 24 form an integral part of this financial
information.
NOTES TO THE INTERIM STATEMENT (unaudited)
1. Basis of Preparation of Financial Information under IFRS
Basis of Preparation and Going Concern
Independent News & Media PLC ("the Company") is a company
domiciled in Ireland. These condensed interim Group financial
statements as at and for the six months ended 30 June 2018 comprise
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 for the foreseeable
future.
The condensed interim Group financial statements for the six
months ended 30 June 2018 and the comparative amounts have not been
audited or reviewed by the auditors. The condensed interim Group
financial statements are not the statutory financial statements of
the Company. A copy of the statutory financial statements has been
annexed to the Company's annual return to the Companies
Registration Office in Ireland in respect of the year ended 31
December 2017. The auditor's report on those financial statements
was unqualified. The financial statements for the year ended 31
December 2017 are available online at www.inmplc.com.
These condensed interim Group financial statements are presented
in Euro, which is the functional currency of the Company and
presentation currency of the Group.
The condensed interim Group financial statements were approved
by the Directors on 30 August 2018.
The condensed interim Group financial statements for the six
months ended 30 June 2018, which should be read in conjunction with
the 2017 Annual Report, have been prepared in accordance with the
Transparency (Directive 2004/109/EC) Regulations 2007, the related
Transparency Rules of the Central Bank of Ireland and in accordance
with International Accounting Standard 34, Interim Financial
Reporting (IAS 34) as adopted by the European Union.
Accounting Policies
The accounting policies and methods of computation and
presentation adopted in the preparation of the condensed interim
Group financial statements are consistent with those applied in the
Annual Report for the year ended 31 December 2017 and are described
in those financial statements on pages 121 to 139, except for the
impact of the standards described below.
Newly effective IFRSs
The following new IFRS requirements are effective for the Group
for the first time for the financial year beginning 1 January
2018:
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.
The key impact on the Group on 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. 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:
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
1. Basis of Preparation of Financial Information under IFRS (continued)
Before IFRS As reported
15 adjustment
30 June 2018 IFRS 15 Impact 30 June 2018
EURm EURm EURm
--------------- --------------- -------------
Revenue^ 141.3 (46.3) 95.0
--------------- --------------- -------------
Operating costs^ (129.9) 46.3 (83.6)
--------------- --------------- -------------
Operating profit^ 11.4 - 11.4
--------------- --------------- -------------
30 June 2017 IFRS 15 Impact 30 June 2017
EUR'm EUR'm EUR'm
--------------- --------------- -------------
Revenue^ 148.1 (49.1) 99.0
--------------- --------------- -------------
Operating costs^ (133.6) 49.1 (84.5)
--------------- --------------- -------------
Operating profit^ 14.5 - 14.5
--------------- --------------- -------------
^ All figures are before exceptional items.
Other newly effective IFRSs
There were a number of other newly effective IFRS requirements
including IFRS 9 Financial Instruments ("IFRS 9") that did not have
a material impact on the Group.
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 and loss and no
gains and losses will be reclassified to profit and loss on
disposal; and
-- The lifetime expected credit loss ("Lifetime ECL") model
replaces the "incurred loss" model in IAS 39 for receivables.
Forthcoming IFRS requirements
A number of new IFRS requirements are effective for annual
periods beginning on or after 1 January 2019, and have not been
applied in preparing these consolidated financial statements. These
are set out as follows:
-- IFRS 16: Leases ("IFRS 16")*
-- IFRIC 23: Uncertainty over Income Tax Treatments*
-- IFRS 17: Insurance Contracts**
Other than IFRS 16 the aforementioned are not expected to have a
material impact.
* Amendments are effective for annual period commencing on 1
January 2019.
** Amendments are effective for annual period commencing after 1
January 2021.
Estimated impact of the adoption of IFRS 16
IFRS 16 Leases ("IFRS 16") 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.
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
1. Basis of Preparation of Financial Information under IFRS (continued)
The standard is effective for annual periods beginning on or
after 1 January 2019.
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 is undergoing an assessment of the impact on its
consolidated financial statements but has not yet completed its
detailed assessment. The Group will recognise right of use assets
and related lease liabilities for its operating leases. Please
refer to note 28 of the 2017 annual report.
2. Risks and Uncertainties
The principal risks and uncertainties facing the Group were
detailed in the Risk Report in the 2017 Annual Report and these
continue to be considered the principal risks and uncertainties for
the remaining six months of the year most likely to influence the
performance of the Group.
Matters relating to the Office of the Director of Corporate
Enforcement ("ODCE") application to the High Court for the
appointment of inspectors to investigate the affairs of the Group,
and the Data Protection Commissioner's ("DPC") investigation into
the possibility of personal data having been put at risk of
inappropriate disclosure, remain ongoing and could result in the
Group incurring material costs.
The preparation of interim Group financial statements requires
management to make judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets,
liabilities, income and expenses. Actual results could differ
materially from these estimates. The significant judgements made by
management in applying the Group's accounting policies and the key
sources of estimation uncertainty were the same as those that
applied to the consolidated financial statements as at and for the
year ended 31 December 2017.
When measuring the fair value of an asset or a liability, the
Group uses market observable 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).
If the inputs used to measure the fair value of an asset or
liability might be categorised in 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 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.
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
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 INTERIM STATEMENT (unaudited) (continued)
3. Segmental Reporting (continued)
Revenue (3(rd) Party)
30 June 30 June 30 June 30 June
2018 2018 2017 2017
(restated*) (restated*)
EURm EURm EURm EURm
Island of Ireland - Publishing 95.0 99.0
Total 95.0 99.0
Operating Profit/(Loss)
(Before Exceptional Items)
30 June 30 June 30 June 30 June
2018 2018 2017 2017
EURm EURm EURm EURm
Island of Ireland - Publishing 15.4 17.2
Central Costs (4.0) (2.7)
------------ ------------
Total 11.4 14.5
30 June 30 June
2018 2017
EURm EURm
Total operating profit before exceptional items 11.4 14.5
Operating exceptionals (3.3) 2.6
-------- --------
8.1 17.1
Share of results of associates and joint ventures
(including exceptionals) 0.2 0.3
Net finance income (including exceptionals) 0.7 0.1
Taxation charge (including exceptionals) (0.8) (1.3)
Profit for the period (including exceptionals) 8.2 16.2
-------- --------
The taxation charge (including exceptionals) for the period
relates to a charge of EUR0.8m (2017: EUR1.3m) in respect of
Republic of Ireland taxation.
*Refer to Note 1 for details on restatement of 2017 revenue.
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
3. Segmental Reporting (continued)
Breakdown of revenue
30 June 30 June
2018 2017
(restated*)
EURm EURm
Newspaper advertising revenues 25.5 29.1
Online revenues 7.2 7.4
Revenue from sale of newspapers and magazines 41.8 44.6
Revenue from distribution/commercial printing activities 20.5 17.9
-------- ------------
Total Revenue 95.0 99.0
-------- ------------
*Refer to Note 1 for details on restatement of 2017 revenue.
4. Net Finance Income/(Expense)
30 June 30 June
2018 2017
EURm EURm
Finance income - 0.1
Finance expense (0.1) -
-------- --------
Net finance (expense)/income (before exceptional finance items) (0.1) 0.1
Exceptional finance income (note 5) 0.8 -
Net finance income 0.7 0.1
-------- --------
5. 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.
30 June 2018 30 June 2017
EURm EURm
---------------------------------------- --------- ------------- -------------
Included in profit before taxation are
the following:
Restructuring (expense)/credit (i) (1.4) 2.6
Legal expense (ii) (1.9) -
Net operating exceptional items (3.3) 2.6
Exceptional finance income (iii) 0.8 -
Net exceptional items before taxation (2.5) 2.6
Tax on exceptional items (iv) 0.4 (0.4)
---------------------------------------- --------- ------------- -------------
Net exceptional items after taxation* (2.1) 2.2
--------------------------------------------------- ------------- -------------
*Of the exceptional expense of EUR2.1m in 2018, and the
restructuring provision as at 31 December 2017, EUR1.3m is shown as
an exceptional expenditure outflow in the Group Cash Flow Statement
and primarily relates to legal, redundancy and other restructuring
costs. Of the exceptional gain of EUR2.2m in 2017 and the
restructuring provision as at 31 December 2016, EUR0.8m is shown as
an exceptional expenditure outflow in the Group Cash Flow Statement
and primarily relates to redundancy and other restructuring
costs.
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
5. Exceptional Items (continued)
(i) 2018
Primarily relates to the following:
(a) A charge of EUR1.3m related to restructuring costs,
primarily redundancy costs; and
(b) A charge of EUR0.1m for acquisition related expenses.
2017
Primarily relates to the following:
(a) A retirement benefits accounting adjustment of EUR3.1m
relating to the finalisation of the de-recognition of two of
Group's Republic of Ireland defined benefit schemes on 7 November
2016;
(b) A charge of EUR0.4m related to restructuring costs,
primarily redundancy costs; and
(c) A charge of EUR0.1m for acquisition related expenses.
(ii) 2018
Relates primarily to legal costs associated with the meeting the
requirements of the ODCE and the related Judicial Review.
(iii) 2018
Relates to a gain arising from the re-measurement to fair value
of the Group's pre-existing 50% interest in Reachmount DAC (see
note 12).
(iv) 2018
Relates primarily to a tax credit on legal, redundancy and other
restructuring costs.
2017
Relates primarily to a deferred tax movement of EUR0.4m 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.
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
6. Earnings Per Share
30 June 30 June
2018 2017
EURm EURm
Profit attributable to ordinary shareholders
Profit attributable to the equity holders of
the Company (basic and diluted) 8.2 16.1
Exceptional items (note 5) 3.3 (2.6)
Exceptional finance income (note 5) (0.8) -
Net exceptional tax (credit)/charge (note 5) (0.4) 0.4
Profit before exceptional items attributable
to the equity holders of the Company 10.3 13.9
---------------- ----------------
Weighted average number of shares 2018 2017
Weighted average number of shares outstanding
during the period (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 & Diluted earnings per share 0.6c 1.2c
---------------- ----------------
Basic & Diluted earnings per share before exceptional
items 0.7c 1.0c
---------------- ----------------
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 period.
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.
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 INTERIM STATEMENT (unaudited) (continued)
7. Other Items
a) Retirement Benefits
The retirement benefit obligations as at 30 June 2018 in the
Balance Sheet has decreased by EUR11.0m to EUR66.5m compared to
EUR77.5m at 31 December 2017. This decrease in the retirement
benefit obligations is primarily driven by deficit repair/special
contribution payments of EUR7.3m and remeasurement gains of
EUR4.5m. The discount rate used in the Republic of Ireland at 30
June 2018 was 2.20% versus the discount rate of 2.15% used at 31
December 2017. The discount rate used in Northern Ireland at 30
June 2018 was 2.80% versus the discount rate of 2.50% used at 31
December 2017.
30 June 2018 31 December 2017
ROI NIRE Total ROI NIRE Total
EURm EURm EURm EURm EURm EURm
-------------------------- --------- --------- --------- --------- --------- ---------
Net defined benefit
pension liability (6.0) (27.1) (33.1) (7.9) (29.8) (37.7)
Present value of defined
contribution scheme
provision (33.4) - (33.4) (39.8) - (39.8)
-------------------------- --------- --------- --------- --------- --------- ---------
Retirement Benefit
Obligations (39.4) (27.1) (66.5) (47.7) (29.8) (77.5)
-------------------------- --------- --------- --------- --------- --------- ---------
Retirement benefit obligations have been classified between
current liabilities EUR6.1m (31 December 2017: EUR6.2m) and
non-current liabilities EUR60.4m (31 December 2017: EUR71.3m) which
is on a consistent basis with the agreed terms of the pension
schemes.
b) Statement of Comprehensive Income
A currency translation adjustment of EURnil has been recognised
in the Group Statement of Comprehensive Income for the half year to
30 June 2018 (2017: a negative currency translation adjustment of
EUR0.6m). There has been no material movement in the Sterling Pound
exchange rate from 31 December 2017 to 30 June 2018. The negative
currency translation adjustment in 2017 arose due to the weakening
of the Sterling Pound exchange rate at 30 June 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.
c) Dividends
The Directors are not proposing an interim dividend for 2018.
There was no dividend paid or declared in respect of 2017.
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
8. Cash and Cash Equivalents
As of 30 June 2018, the Group held no debt and had cash and cash
equivalents of EUR89.4m (EUR91.5m as at 31 December 2017).
9. Intangible Assets and Goodwill/ Investment in Associates and
Joint ventures/ Property, Plant & Equipment
Intangible Assets
The carrying amount of the Group's intangible assets (including
goodwill) increased by EUR6.1m, from EUR33.6m at 31 December 2017
to EUR39.7m at 30 June 2018. This increase is driven by additions
of EUR7.7m, primarily relating to two acquisitions (see note 12)
and to computer software, offset by an amortisation charge of
EUR1.6m (primarily computer software).
Impairment Reviews
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 at 31
December 2017, the recoverable amounts for the Group's
cash-generating units ("CGU"s) were measured at their value in use
(except for the Island of Ireland Publishing CGU) by discounting
future expected cash flows. These calculations used 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 cash flows. 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.
The Group looked for any indications of impairment as at 30 June
2018 and it determined that there were no indications of
impairment. Consequently the Group did not conduct an impairment
test as at 30 June 2018.
Property, Plant & Equipment
The carrying amount of the Group's property, plant &
equipment decreased by EUR0.6m, from EUR40.1m at 31 December 2017
to EUR39.5m at 30 June 2018. This decrease is driven primarily by
depreciation charges of EUR1.7m which are somewhat offset by
additions of EUR1.1m.
Investments in Associates and Joint Ventures
The carrying amount of investments in associates and joint
ventures decreased by EUR0.2m, from EUR1.7m as at 31 December 2017
to EUR1.5m as at 30 June 2018. The movement is primarily due to the
derecognition of the previous shareholding of EUR0.4m on obtaining
control of the remaining 50% in Reachmount DAC due to the
acquisition of the entire business (see note 12 for further
information on the acquisition of subsidiary) and dividends
received from associates, offset by the Group's share in profits
from associates and joint ventures.
Provisions
The carrying amount of provisions increased by EUR0.5m, from
EUR10.0m at 31 December 2017 to EUR10.5m at 30 June 2018. This
increase is primarily driven by restructuring provisions and
contingent consideration provisions relating to acquisitions and
slightly offset by a decrease in the libel provision.
10. Related Party Information
In the 2017 Annual Report the Group disclosed a number of
related party transactions (see note 31 of the 2017 Annual Report).
During the first six months of the current financial year,
transactions with iMedia Advisory Ltd ceased to be related party
transactions following the resignation of Allan Marshall as a
director of INM PLC.
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
11. Share-based payment arrangement
At 30 June 2018, the Group had the following share-based payment
arrangements.
Share option programme (equity-settled)
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. This scheme entitles
certain employees to purchase shares in the Company.
On 1 January 2015 a grant under this 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 30 June 2018 in relation to this
grant.
There was no new grant under this scheme in either 2017 or
2018.
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:
Grant date/employees Number of Vesting conditions Contractual
entitled instruments life of options
3 years service from 7 years
* On 1 Jan 2016 to certain employees 1,791,882 grant
(50% of total date and a sliding TSR
grant) 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
75(th)
percentile: 25% - 50% of
total grant pro rata
-75(th) percentile or
above:
50% of total grant
---------------- -------------------------- -----------------
3 years service from 7 years
* On 1 Jan 2016 to certain employees 1,791,882 grant
(50% of total date and a sliding EPS
grant) 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.
---------------- -------------------------- -----------------
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
11. Share-based payment arrangement (continued)
The fair value of services received in return for share options
granted is based on the fair value of the share options
granted.
Measurement of grant date fair values
The inputs used in the measure of the fair value at grant date
of 1 January 2016 of the share-based payment arrangement are
outlined on page 171 of the 2017 Annual Report.
12. 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 stationery business unit (Reach Stationery). 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 EUR4.7m, which comprised EUR4.5m of
cash and EUR0.2m 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 EURnil and EUR0.2m and payment
will be based on the achievement of revenue targets along with
maintenance of a set gross margin percentage.
ii) Acquisition related costs
The Group incurred acquisition-related costs of EUR0.2m 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.
EURm
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 EUR0.6m 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 list of EUR0.3m 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.
---------------------------------------------------------
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
12. Acquisitions (continued)
(a) Hegadon Limited (continued)
iv) Goodwill
Goodwill arising from the acquisition has been recognised as
follows.
EURm
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 Newspread 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.
i) Consideration transferred
The total consideration was EUR1.2m, which comprised EUR0.8m of
cash and EUR0.4m 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 EURnil and EUR0.4m 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'.
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.
EURm
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:
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
12. Acquisitions (continued)
(b) Reachmount DAC (continued)
iii) Identifiable assets acquired and liabilities assumed
(continued)
Assets acquired Valuation technique
Intangible Assets The brands of EUR0.8m 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 list of EUR0.5m 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 Assets The carrying value of other assets acquired
equate to their fair value.
---------------------------------------------------------
iv) Goodwill
Goodwill arising from the acquisition has been recognised as
follows:
EURm
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 EUR0.8m. 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 EUR0.3m liability at 30 June 2018 in respect of
a put option over the non-controlling interest on a 51% owned
subsidiary, INM Events DAC.
NOTES TO THE INTERIM STATEMENT (unaudited) (continued)
13. Subsequent Events
In early July 2018, The President of the High Court heard an
application brought by the ODCE for the appointment, under section
748 of the Companies Act 2014, of inspectors to investigate the
affairs of the Group. The President of the High Court reserved his
judgment on the application and this judgement is still
awaited.
As a result of information included in materials sent by the
ODCE to the Group's solicitors in respect of the application the
Board of INM became aware of new information regarding a data
security incident which was notified to the DPC in August 2017. The
Board subsequently made an additional notification to the DPC in
March 2018 following which the DPC launched a formal investigation
into the circumstances of the data security incident. Since the
period end the Group has sent a formal response to a series of
questions put to it by the DPC under Section 10 of the Data
Protection Acts 1988 and 2003.
The above matters relating to the ODCE and the DPC could result
in the Group incurring further material costs.
In August 2018, Mr. Kieran Mulvey was appointed as a
non-executive director by the Board.
There were no other events since the period end that would
require adjustment or disclosure in the interim Group financial
statements.
STATEMENT OF DIRECTORS' RESPONSIBILITY FOR THE SIX MONTHS ENDED
30 JUNE 2018
The Directors are responsible for preparing this interim
management report and the condensed interim financial information
in accordance with the Transparency (Directive 2004/109/EC)
Regulations 2007 (as amended), the Transparency Rules of the
Central Bank of Ireland and with IAS 34, Interim Financial
Reporting as adopted by the European Union.
The Directors as listed on pages 41 to 43 of our 2017 Annual
Report (being the persons responsible within INM for making this
statement) confirm that to the best of their knowledge:
(1) the condensed interim Group financial statements, comprising
the condensed Group Income Statement, the condensed Group Statement
of Comprehensive Income, the condensed Group Statement of Financial
Position, the condensed Group Statement of Changes in Equity, the
condensed Group Cash Flow Statement and the related notes, have
been prepared in accordance with International Accounting Standard
34, Interim Financial Reporting, as adopted by the European
Union.
(2) the Interim Management Report and the condensed interim
Group financial statements include a fair review of:
(a) the important events that have occurred during the first six
months of the financial year, and their impact on the condensed
interim Group financial statements;
(b) the principal risks and uncertainties for the remaining six
months of the financial year;
(c) related party transactions that have taken place in the
first six months of the current financial year that have materially
affected the financial position or the performance of the Group
during that period; and
(d) any changes in the related party transactions described in
the last Annual Report, that could have a material effect on the
financial position or performance of the Group in the first six
months of the current financial year.
On behalf of the Board
Murdoch MacLennan
Group Chairman
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
IR BCGDIRGXBGIG
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