REG - Future PLC - Half year results <Origin Href="QuoteRef">FUTR.L</Origin> - Part 2

FutureAnnouncement

19/05/2017 07:06

- Part 2: For the preceding part double click  ID:nRSS6094Fa 

October 2016, represents
consideration of £15.4m. 
 
The impact of the acquisition on the consolidated balance sheet was: 
 
                              Book value£m  Fair value adjustment£m  Provisionalfair value£m  
 Intangible assets:                                                                           
 -     Publishing rights      -             6.8                      6.8                      
 -     Brands                 -             2.0                      2.0                      
 -     Other intangibles      0.4           (0.3)                    0.1                      
 Tangible assets              0.1           -                        0.1                      
 Inventories                  0.2           -                        0.2                      
 Trade and other receivables  2.6           -                        2.6                      
 Cash and cash equivalents    1.7           -                        1.7                      
 Trade and other payables     (6.2)         (0.1)                    (6.3)                    
 Corporation tax              (0.1)         -                        (0.1)                    
 Deferred tax                               (1.5)                    (1.5)                    
 Loans and borrowings         (6.9)         -                        (6.9)                    
 Net liabilities acquired     (8.2)         6.9                      (1.3)                    
 Goodwill                                                            16.7                     
                                                                                              
 Consideration:                                                                               
 Equity shares                                                       15.4                     
 Total consideration                                                 15.4                     
 
 
The goodwill is attributable to the synergies expected to arise in integrating
the magazines into the wider Future group and through combining production and
back office functions. The publishing rights and brands will be amortised over
periods of five and ten years respectively. 
 
Included within the Group's results for the period are revenues of £7.6m and
statutory profit for the period of £1.2m from Miura (Holdings) Limited and its
subsidiaries. 
 
If the acquisition had been completed on the first day of the financial year,
it would have contributed £8.1m of revenue and statutory profit of £1.3m
during the period. 
 
Acquisition of Team Rock 
 
On 6 January 2017, Future Publishing Limited acquired certain assets from Team
Rock Limited for cash consideration of £0.8m. 
 
The impact of the acquisition on the consolidated balance sheet was: 
 
                           Book value£m  Fair value adjustment£m  Provisionalfair value£m  
 Intangible assets:                                                                        
 -     Publishing rights   -             1.1                      1.1                      
 Trade and other payables  (0.3)         -                        (0.3)                    
 Deferred tax              -             (0.2)                    (0.2)                    
 Net assets acquired       (0.3)         0.9                      0.6                      
 Goodwill                                                         0.2                      
                                                                                           
 Consideration:                                                                            
 Cash                                                             0.8                      
 Total consideration                                              0.8                      
 
 
The goodwill is attributable to the synergies expected to arise in integrating
the magazines and websites into the wider Future group. The publishing rights
will be amortised over a period of five years. 
 
Included within the Group's results for the period are revenues of £0.8m and
statutory profit for the period of £0.3m from the Team Rock assets. 
 
If the acquisition had been completed on the first day of the financial year,
it would have contributed £2.5m of revenue and statutory profit of £0.8m
during the period. 
 
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. The consideration payable included
deferred consideration of up to £0.6m, in the form of shares in Future plc,
payable by 24 January 2017 based on revenue performance. At 30 September 2016
the provisional fair value of deferred consideration was measured at £0.6m. In
January 2017, Future Publishing (Overseas) Limited agreed with the sellers to
pay deferred consideration of £0.7m in cash instead of shares in Future plc.
As a result, the provisional fair value of goodwill recognised at 30 September
2016 has been adjusted, as detailed below: 
 
           Provisional fair value at 30 September 2016£m  Fair value adjustment£m  Provisional fair value at 31 March 2017£m  
 Goodwill  0.6                                            0.1                      0.7                                        
 
 
Statement of Directors' responsibilities 
 
The Directors confirm that to the best of their knowledge the condensed
interim financial information contained in the Interim Report has been
prepared in accordance with International Accounting Standard 34, 'Interim
Financial Reporting', as adopted by the European Union and that the Interim
Management Report herein includes a fair review of the information required by
DTR 4.2.7 and DTR 4.2.8, namely: an indication of important events that have
occurred during the first six months of the financial year and their impact on
the condensed set of financial statements; a description of the principal
risks and uncertainties for the remaining six months of the financial year;
and material related-party transactions in the first six months and any
material changes in the related-party transactions described in the last
annual report. 
 
A list of current Directors is maintained on the Future plc website,
www.futureplc.com. 
 
By order of the Board 
 
Directors 
 
Peter Allen 
 
Chairman 
 
James Hanbury 
 
Deputy Chairman 
 
Zillah Byng-Thorne 
 
Chief Executive 
 
Penny Ladkin-Brand 
 
Chief Financial Officer 
 
Manjit Wolstenholme 
 
Senior independent non-executive Director 
 
Hugo Drayton 
 
Independent non-executive Director 
 
19 May 2017 
 
The maintenance and integrity of the Future plc website is the responsibility
of the Directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website. 
 
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions. 
 
Independent review report to Future plc 
 
Report on the condensed consolidated interim financial statements 
 
Our conclusion 
 
We have reviewed Future plc's condensed consolidated interim financial
statements (the "interim financial statements") in the half year results of
Future plc for the 6 month period ended 31 March 2017. Based on our review,
nothing has come to our attention that causes us to believe that the interim
financial statements are not prepared, in all material respects, in accordance
with International Accounting Standard 34, 'Interim Financial Reporting', as
adopted by the European Union and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority. 
 
What we have reviewed 
 
The interim financial statements comprise: 
 
·       the consolidated balance sheet as at 31 March 2017; 
 
·       the consolidated income statement and consolidated statement of
comprehensive income for the period then ended; 
 
·       the consolidated cash flow statement for the period then ended; 
 
·       the consolidated statement of changes in equity for the period then
ended; and 
 
·       the explanatory notes to the interim financial statements. 
 
The interim financial statements included in the half year results have been
prepared in accordance with International Accounting Standard 34, 'Interim
Financial Reporting', as adopted by the European Union and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. 
 
As disclosed in note basis of preparation to the interim financial statements,
the financial reporting framework that has been applied in the preparation of
the full annual financial statements of the Group is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European
Union. 
 
Responsibilities for the interim financial statements and the review 
 
Our responsibilities and those of the Directors 
 
The half year results, including the interim financial statements, is the
responsibility of, and has been approved by, the Directors. The Directors are
responsible for preparing the half year results in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. 
 
Our responsibility is to express a conclusion on the interim financial
statements in the half year results based on our review. This report,
including the conclusion, has been prepared for and only for the Company for
the purpose of complying with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority and for no
other purpose.  We do not, in giving this conclusion, accept or assume
responsibility for any other purpose or to any other person to whom this
report is shown or into whose hands it may come save where expressly agreed by
our prior consent in writing. 
 
Independent review report to Future plc 
 
What a review of interim financial statements involves 
 
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information
Performed by the Independent Auditor of the Entity' issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. 
 
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK and Ireland) and, consequently,
does not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion. 
 
We have read the other information contained in the half year results and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements. 
 
PricewaterhouseCoopers LLP 
 
Chartered Accountants 
 
Bristol 
 
19 May 2017 
 
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