REG - Future PLC - Final Results <Origin Href="QuoteRef">FUTR.L</Origin> - Part 2
23/11/2016 07:06
- Part 2: For the preceding part double click ID:nRSW8867Pa
September 2016 the Group performed its annual impairment assessment of
goodwill and, as a result, an impairment charge of £13.0m has been taken
against the carrying value of the UK business. This reflects a shift in the
underlying profitability and cash flows of the Group and the continued decline
of print.
9. Cash and cash equivalents
2016 2015
£m £m
Cash at bank and in hand 2.9 2.5
Cash and cash equivalents (excluding bank overdraft) 2.9 2.5
10. Financial liabilities - loans, borrowings and overdrafts
Non-current liabilities
Interest rate at 30 September Interest rate at 30 September 2016 2015
2016 2015 £m £m
Obligations under finance leases 9.6% - 0.1 -
Total 0.1 -
Current liabilities
Interest rate at 30 September Interest rate at 30 September 2016 2015
2016 2015 £m £m
Bank overdraft - 3.0% - 0.9
Sterling revolving loan 2.5% 3.0% 2.3 3.4
Total 2.3 4.3
The interest-bearing loans and overdraft are repayable as follows:
2016 2015
£m £m
Within one year 2.3 4.3
Between one and two years 0.1 -
Total 2.4 4.3
The total multicurrency revolving and overdraft facility available to the
Group at 30 September 2016 amounted to £5.0m. On 21 October 2016, following
the acquisition of Imagine, the Group negotiated a new bank facility with HSBC
Bank plc to replace its existing facility with Santander plc and now has
facilities totalling £14.0m, comprising an £8.5m term loan, a £3.5m revolving
credit facility and a £2.0m uncommitted overdraft facility. The new facilities
run to 23 June 2021. Repayments are required in respect of the term loan as
follows:
Repayment date Repayment amount
30 September 2017 £600,000
30 September 2018 £800,000
30 September 2019 £1,000,000
30 September 2020 £1,250,000
23 June 2021 £4,850,000
The Group has granted security to the bank and the availability of the
facility is subject to certain covenants.
Fees relating to the new facility amounted to £0.4m and these will be
amortised over the initial term of the facility (capitalised fees relating to
the old facility were £0.1m at 30 September 2016). The bank borrowings and
interest are guaranteed by Future plc, Future Holdings 2002 Limited, Future
Publishing Limited, Future US, Inc, Future Publishing (Overseas) Limited,
Future IP Limited, FutureFolio Limited and all of the entities acquired as
part of the Imagine acquisition (being Miura (Holdings) Limited, Fascination
(Holdings) Limited, Skaro (Holdings) Limited, Imagine Publishing Group Limited
and Imagine Publishing Limited).
Interest payable under the current credit facility is calculated as the cost
of one-month LIBOR (currently approximately 0.3%) plus an interest margin of
between 2.00% and 2.50%, dependent on the level of Bank EBITDAE.
Under the new facility, the Group has covenants in respect of net debt/Bank
EBITDAE and Bank EBITDAE/interest and the covenants are tested quarterly on
the basis of rolling figures for the preceding 12 months. Due to the change of
bankers no covenant testing was required at year-end, however the Group was in
full compliance with all covenants at all testing dates during the year ended
30 September 2016.
For covenant purposes, net debt is exclusive of non-current tax and Bank
EBITDAE is not materially different to statutory EBITDAE on a total Group
basis.
11. Provisions
Property
£m
At 1 October 2015 2.1
Charged in the year 0.2
Released in the year (0.5)
Utilised in the year (0.3)
At 30 September 2016 1.5
The provision for property relates to dilapidations and obligations under
short leasehold agreements on vacant property. The vacant property provision
is expected to be utilised over the next five years.
12. Related party transactions
The Group had no material transactions with related parties in 2016 or 2015
which might reasonably be expected to influence decisions made by users of
these financial statements.
13. Acquisitions
Acquisition of Blaze Publishing
On 12 May 2016, Future Publishing Limited acquired certain assets from Blaze
Publishing Limited for cash consideration of £0.4m. In addition, deferred
consideration of up to £0.3m is payable by 12 May 2017 based on gross
contribution targets.
The impact of the acquisition on the consolidated balance sheet was:
Book value£m Fair value adjustment£m Provisional fair value£m
Intangible assets:- Advertising relationships - 0.4 0.4
Trade and other payables (0.2) - (0.2)
Deferred tax liabilities - (0.1) (0.1)
Net assets acquired (0.2) 0.3 0.1
Goodwill 0.6
0.7
Consideration
Consideration satisfied by:
Cash - initial consideration 0.4
Cash - deferred consideration 0.3
Total consideration 0.7
The goodwill is attributable to the synergies expected to arise in integrating
the magazines and events into the wider Future group.
Acquisition of Next Commerce Pty Ltd
On 15 August 2016, Future Publishing (Overseas) Limited acquired 100% of the
share capital of Next Commerce Pty Ltd for cash consideration of £0.3m. In
addition, deferred consideration of up to £0.6m, in the form of shares in
Future plc, is payable by 24 January 2017 based on revenue performance.
The impact of the acquisition on the consolidated balance sheet was:
Book value£m Fair value adjustment£m Provisionalfair value£m
Intangible assets:- E-commerce technology - 0.6 0.6
Trade and other receivables 0.2 - 0.2
Cash 0.1 - 0.1
Trade and other payables (0.3) (0.1) (0.4)
Deferred tax liabilities - (0.2) (0.2)
Net assets acquired - 0.3 0.3
Goodwill 0.6
0.9
Consideration
Consideration satisfied by:
Cash - initial consideration 0.3
Cash - deferred consideration 0.6
Total consideration 0.9
The goodwill is attributable to the synergies expected to arise in leveraging
the technology acquired across Future's existing portfolio.
Acquisition of Noble House Media Limited
On 5 April 2016, Future Publishing Limited acquired 100% of the share capital
of Noble House Media Limited for cash consideration of £0.1m.
The impact of the acquisition on the consolidated balance sheet was:
Book value£m Fair value adjustment£m Provisionalfair value£m
Intangible assets:
- Events acquired - 0.1 0.1
Trade and other receivables 0.1 - 0.1
Trade and other payables (0.4) - (0.4)
Net liabilities acquired (0.3) 0.1 (0.2)
Goodwill 0.3
0.1
Consideration
Consideration satisfied by:
Cash 0.1
Total consideration 0.1
The goodwill is attributable to the synergies expected to arise in integrating
the events into the wider Future group.
14. Post balance sheet event
On 21 October 2016 the Company completed the acquisition of 100% of the share
capital of Miura (Holdings) Limited, the holding company and ultimate parent
company of Imagine Publishing Limited, for total consideration of 179,567,841
new shares in the Company which, at the closing price of 8.5p on 20 October
2016, represents consideration of £15.3m. As part of this transaction the
Group refinanced, entering into new bank facilities totalling £14.0m. Further
details of these new facilities are included within note 10.
Fair value information on the assets acquired is not yet available.
This information is provided by RNS
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