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Roularta Media Group N.V.

Quarterly Report Aug 22, 2016

3997_ir_2016-08-22_76788db4-b776-4276-b013-6ea11949e87d.pdf

Quarterly Report

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HALF-YEARLY FINANCIAL REPORT

AS OF 30 JUNE 2016

CONTENTS

  1. Interim report of the board of directors

2a. Condensed consolidated income statement

2b. Condensed consolidated statement of comprehensive income

  1. Condensed consolidated balance sheet

  2. Condensed consolidated cash flow statement

  3. Consolidated statement of changes in equity

  4. Selected notes to the half-yearly financial report

  5. Main risks and uncertainties for the remaining months of the financial year

  6. Declaration concerning the information given in this half-yearly financial report

  7. Auditor's report

1. INTERIM REPORT OF THE BOARD OF DIRECTORS

Dear Shareholders,

This interim financial report should be read in conjunction with the consolidated balance sheet and income statement of NV Roularta Media Group, and the related selected notes (see item 6 hereafter). This interim report is drawn up in accordance with the Royal Decree of 14 November 2007 concerning the obligations of the issuers of financial instruments.

SIGNIFICANT EVENTS DURING THE FIRST SIX MONTHS OF THE FINANCIAL YEAR

Listed company Roularta Media Group presents good bottom-line results (+49% net earnings per share vs H1 2015), despite major launch costs in digital initiatives and a difficult print advertising market.

Roularta Media Group (RMG)'s 360° strategy is bearing fruit. RMG is omnipresent in TV, radio, digital and print with strong brands, appreciated by viewers, listeners, readers, surfers and advertisers.

With a slight 1.2% increase in combined sales (including joint ventures) to € 241 million and a limited decline in consolidated sales (excluding joint ventures) of -4.8% vs H1 2015 to € 143 million, Roularta Media Group presents a good result in the media sector.

The consolidated half-year EBITDA of € 19.9 million or 13.9% of sales is below the 2015 figure. This reflects a decline in advertising revenue and the cost of new launches like the Storesquare.be e-commerce platform and the Mobile Vikings telecoms business.

The EBITDA decrease is more than offset by lower financial expenses and taxes, resulting in a € 0.5 million increase in net income from continuing operations to € 13.9 million and a € 4.9 million higher net result for RMG shareholders of € 14.7 million (+49%).

Starting with the 2016 results, and as announced, RMG no longer reports REBITDA and REBIT. This is because no more extraordinary reorganisations and restructurings are taking place.

Note on accounting change

__

Under the application of the accounting standard IFRS 11, the joint ventures are consolidated by the equity method in place of the proportionate consolidation method. Hereinafter, all references to 'consolidated' figures always relate to the official data with IFRS 11 applied.

In the income statement the net result of the joint ventures is accounted for as 'Share in the result of companies accounted for using the equity method' as part of the operating cash flow (EBITDA).

However, to ensure continuity of information on underlying operational performance and in accordance with IFRS 8, the financial data by segment is given in the form of 'combined' figures, including Roularta Media Group's pro rata share in the joint ventures, after elimination of intra-group elements, according to the proportionate consolidation method.

1. FINANCIAL KEY FIGURES FOR THE FIRST HALF OF 2016

1.1 Consolidated key figures

in thousands of euros 30/06/16 30/06/15 Trend Trend (%)
Sales 143,035 150,199 -7,164 -4.8%
Adjusted sales (1) 142,969 149,861 -6,892 -4.6%
EBITDA (2) 19,911 21,979 -2,068 -9.4%
EBITDA - margin 13.9% 14.6%
EBIT (3) 16,206 18,482 -2,276 -12.3%
EBIT - margin 11.3% 12.3%
Net finance costs -2,315 -3,071 756 -24.6%
Income taxes 30 -2,029 2,059 -101.5%
Net result from continuing operations 13,921 13,382 539 4.0%
Result of discontinued operations 0 -3,877 3,877 -100.0%
Attributable to minority interests -801 -360 -441 122.5%
Attributable to equity holders of RMG 14,722 9,865 4,857 49.2%
Net result attributable to equity holders of RMG - margin 10.3% 6.6%
Number of employees at closing date (4) 1,331 1,364 -33 -2.4%

(1) Adjusted sales = sales on a like-on-like basis with 2015, excluding changes in the consolidation scope.

(2) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.

(3) EBIT = operating result, including the share in the result of associated companies and joint ventures.

(4) Joint ventures (Medialaan, Bayard etc.) not included.

Consolidated sales for the first half of 2016, which under IFRS 11 exclude joint ventures, such as Medialaan and Plus Magazine, were stable, reducing slightly (-4.8%) from € 150 million to € 143 million.

The decline in advertising revenue in local media (-4.4%) and magazines (-5.7%) contrasts with the strong performance of Internet advertising revenue (+11.5%) and subscription recruitment (+2.8%). Newsstand sales (-14.4%) decreased with the loss of the Belgian Point de Vue sales. There is also less commercial printing in connection with the Group's former French magazines (-7.2%).

EBITDA declines less in euros than the decline in sales compared to last year, due to lower costs as a result of further cost savings. In contrast, investing in future digital activities such as e-commerce platform Storesquare.be and the telecom/ data platform Mobile Vikings also adversely affects the EBITDA. In 2015, EBITDA was negatively impacted by € 1.7 million restructuring costs. EBIT evolves in line with EBITDA.

The EBITDA decrease is more than offset by lower financial expenses and taxes, resulting in a € 0.5 million increase in net income from continuing operations to € 13.9 million and a € 4.9 million higher net result for RMG shareholders of € 14.7 million.

Consolidated key figures per share in euros 30/06/16 30/06/15 Trend
EBITDA 1.59 1.76 -9.7%
EBIT 1.30 1.48 -12.2%
Net result attributable to equity holders of RMG 1.18 0.79 49.4%
Net result attributable to equity holders of RMG after dilution 1.17 0.79 48.1%
Weighted average number of shares 12,509,223 12,483,273 0.2%
Weighted average number of shares after dilution 12,606,876 12,499,695 0.9%

1.2 Combined key figures (applying the proportional consolidation method for joint ventures)

in thousands of euros 30/06/16 30/06/15 Trend Trend (%)
Sales 240,947 238,068 2,879 1.2%
Adjusted sales (1) 235,615 237,648 -2,033 -0.9%
EBITDA (2) 28,639 29,757 -1,118 -3.8%
EBITDA - margin 11.9% 12.5%
EBIT (3) 22,738 24,297 -1,559 -6.4%
EBIT - margin 9.4% 10.2%
Net finance costs -2,394 -2,982 588 -19.7%
Income taxes -6,423 -7,933 1,510 -19.0%
Net result from continuing operations 13,921 13,382 539 4.0%
Result of discontinued operations 0 -3,877 3,877 -100.0%
Attributable to minority interests -801 -360 -441 122.5%
Attributable to equity holders of RMG 14,722 9,865 4,857 49.2%
Net result attributable to equity holders of RMG - margin 6.1% 4.1%
Number of employees at closing date (4) 1,805 1,814 -9 -0.5%

(1) Adjusted sales = sales on a like-on-like basis with 2015, excluding changes in the consolidation scope.

(2) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.

(3) EBIT = operating result, including the share in the result of associated companies and joint ventures.

(4) Joint ventures (Medialaan, Bayard etc.) included.

Combined sales increase by 1.2%, thanks mainly to the TV advertising revenue at Medialaan and the acquisition of Mobile Vikings.

Investing in future digital activities such as e-commerce platform Storesquare.be and the telecom/data platform Mobile Vikings adversely affects the EBITDA. In 2015, EBITDA was negatively impacted by € 1.7 million of restructuring costs. EBIT evolves in line with EBITDA.

The EBITDA decrease is more than offset by lower financial expenses and taxes, resulting in a € 0.5 million increase in net income from continuing operations to € 13.9 million and a € 4.9 million higher net result for RMG shareholders of € 14.7 million.

For further clarification of these combined key figures, we refer to section 2.

2. ANALYSIS OF THE COMBINED FIGURES OF THE GROUP

2.1 Printed Media

in thousands of euros 30/06/16 30/06/15 Trend Trend (%)
Sales 152,144 158,318 -6,174 -3.9%
Adjusted sales (1) 152,078 157,880 -5,802 -3.7%
EBITDA (2) 10,542 12,354 -1,812 -14.7%
EBITDA - margin 6.9% 7.8%
EBIT (3) 6,648 8,718 -2,070 -23.7%
EBIT - margin 4.4% 5.5%
Net finance costs -2,265 -3,023 758 -25.1%
Income taxes -289 -2,803 2,514 -89.7%
Net result from continuing operations 4,094 2,892 1,202 41.6%
Result of discontinued operations 0 -3,877 3,877 -100.0%
Attributable to minority interests -801 -360 -441 122.8%
Attributable to equity holders of RMG 4,895 -626 5,521 +881.9%
Net result attributable to equity holders of RMG - margin 3.2% -0.4%

(1) Adjusted sales = sales on a like-on-like basis with 2015, excluding changes in the consolidation scope.

(2) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.

(3) EBIT = operating result, including the share in the result of associated companies and joint ventures.

Sales by the Printed Media division fell by 3.9%, from € 158.3 million to € 152.1 million. Adjusted sales in the first half of 2016 amounted to € 152.1 million compared with € 157.9 million in the first half of 2015, or down 3.7%.

Advertising

Adjusted sales (advertising) in the free newspapers of the department Roularta Local Media decrease by 3.6% compared with the first half of 2015. Advertising revenue at Krant van West-Vlaanderen decreases slightly (-1.1%). The 5.4% decline in magazine advertising can largely be explained by a decline in the medical and business magazines.

Revenues from the various Internet sites continue to grow. Sales are up by 12.8% in the first half of 2016.

Readers' market

Revenue from the readers' market (newsstand sales and subscriptions) is slightly down by 0.8% compared with the first half of 2015, mainly due to the loss of the Belgian Point de Vue sales.

Typesetting and printing

Third party typesetting and printing fall by 5.6% compared with H1 2015. This is largely explained by the decline in print orders from the former French activities.

Other income

Adjusted sales from other income, the smallest segment, decrease by 16% compared with the first half of 2015, due among other things to the end of paper sales connected with the former French activities.

EBITDA decreases from € 12.3 million to € 10.5 million, mainly due to lower advertising revenues. EBIT decreases from € 8.7 million to € 6.6 million, evolving in line with EBITDA.

The net result from continuing operations in the printed division is € 4.1 million as against € 2.9 million in H1 2015 thanks to the € 3.3 million decrease in net finance costs and taxes.

2.2 Audiovisual Media

in thousands of euros 30/06/16 30/06/15 Trend Trend (%)
Sales 89,426 80,325 9,101 11.3%
Adjusted sales (1) 84,161 80,325 3,836 4.8%
EBITDA (2) 18,097 17,403 694 4.0%
EBITDA - margin 20.2% 21.7%
EBIT (3) 16,090 15,579 511 3.3%
EBIT - margin 18.0% 19.4%
Net finance costs -129 41 -170 412.0%
Income taxes -6,134 -5,130 -1,004 19.6%
Net result from continuing operations 9,827 10,490 -663 -6.3%
Result of discontinued operations 0 0 0
Attributable to minority interests 0 -1 1 100.0%
Attributable to equity holders of RMG 9,827 10,490 -663 -6.3%
Net result attributable to equity holders of RMG - margin 11.0% 13.1%

(1) Adjusted sales = sales on a like-on-like basis with 2015, excluding changes in the consolidation scope.

(2) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.

(3) EBIT = operating result, including the share in the result of associated companies and joint ventures.

Sales by the Audiovisual Media increase by 11.3%, from € 80.3 million to € 89.4 million. The adjusted sales in the first half of 2016, mainly adjusted for Mobile Vikings, amount to € 84.2 million, up 4.8%.

Advertising

Advertising revenue at the TV and radio stations increases in the first half by 4.9%. Revenues from video online grow by 16.6%.

Other adjusted income

Adjusted sales from other income-producing activities including line extensions, video on demand, rights and audiovisual productions increase by 3.4%.

EBITDA increases from € 17.4 million to € 18.1 million (+4.0%), thanks mainly to higher advertising income, slowed by increasing broadcasting costs and investments in Mobile Vikings. EBIT rises from € 15.6 million to € 16.1 million (+3.3%).

The net result of the Audiovisual Media division amounts to € 9.8 million, slightly lower compared to the € 10.5 million in H1 2015 and this by an increase in net finance costs and taxes.

3. CONSOLIDATED BALANCE SHEET

Balance sheet in thousands of euros 30/06/16 31/12/15 Trend
Non-current assets 329,186 319,007 +3.2%
Current assets 125,106 130,674 -4.3%
Balance sheet total 454,292 449,681 +1.0%
Equity - Group's share 216,417 207,649 +4.2%
Equity - minority interests 968 1,868 -48.2%
Liabilities 236,907 240,164 -1.4%
Liquidity (1) 1.1 1.1 +0.0%
Solvency (2) 47.9% 46.6% +2.8%
Net financial debt 78,989 75,680 +4.4%
Gearing (3) 36.3% 36.1% +0.6%

(1) Liquidity = current assets / current liabilities.

(2) Solvency = equity (Group's share + minority interests) / balance sheet total.

(3) Gearing = net financial debt / equity (Group's share + minority interests).

Equity – Group's share at 30 June 2016 was € 216.4 million compared with € 207.6 million at 31 December 2015. The change on equity consists mainly of the profit for the first half of 2016 (€ 14.7 million) minus the dividend paid (€ 6.3 million).

At 30 June 2016 the Group's net financial debt position1 stood at € 79.0 million, compared with € 75.7 million at 31 December 2015, mainly explained by the dividend paid in 2016 in respect of the 2015 financial year (€ 6.3 million) and investments.

4. INVESTMENTS (CAPEX)

Total investments in the first half of 2016 amounted to € 4.3 million, of which € 0.5 million acquisitions, € 1.5 million investments in intangible assets (mainly software) and € 2.4 million in fixed assets (mainly machinery).

5. SIGNIFICANT EVENTS IN THE FIRST HALF OF 2016 AND AFTER

  • − On 1 January 2016, Rik De Nolf was succeeded as CEO of Roularta Media Group by Xavier Bouckaert. Rik De Nolf takes the position of executive chairman of the Board of Directors.
  • − On 11 February 2016, Medialaan, the 50/50 joint venture from Roularta Media Group NV, acquired control of the companies grouped round the brand Mobile Vikings.
  • − Since 1 July 2016, Medialaan has taken over TV station Acht from Concentra (no impact on the half-year results 2016).
  • − In January 2016, Roularta Media Group NV participated in the capital increase of Proxistore NV amounting to € 450,000. Roularta Media Group NV has not participated in a second capital increase in May 2016, making the current rate of participation fall from 50% to 46.1%.
  • − Roularta Media Nederland BV was liquidated on 1 July 2016.
  • − During the first half of 2016, Roularta Media Group NV increased its percentage shareholding in Media ID CVBA from 9% to 27%. It concerns a company of minor importance not included in the consolidated financial statements.

1 Net financial debt = Financial debts less current cash.

6. PROSPECTS

Insufficient visibility of advertising revenues in all media makes it difficult to produce a forecast for the full second half.

The advertising portfolio for the third quarter shows sales evolving in line with the first half for the printing, audiovisual media and Internet activities. The readers' market is stable thanks to the subscriptions.

Medialaan achieves strong audience ratings but we foresee no automatic continuation of the advertising revenue uptrend into the second half. Of note here is the growing revenue from new viewing patterns such as deferred viewing through Proximus, Telenet and Medialaan's own Stievie platform and growing advertising revenues from video online.

The new activities, like mobile telecommunications, Storesquare.be and Digilocal ... are demanding additional recruitments and launch costs, which impact the Group net results.

Continuing attention is being paid to cost control.

2A. CONDENSED CONSOLIDATED INCOME STATEMENT

in thousands of euros 30/06/16 30/06/15
Sales 143,035 150,199
Own construction capitalised 1,073 166
Raw materials, consumables and goods for resale -35,622 -37,680
Services and other goods -50,277 -50,464
Personnel -48,497 -49,127
Other operating result -1,041 -1,276
Other operating income 2,123 2,452
Other operating costs -3,164 -3,728
Restructuring costs: costs 0 -1,673
Share in the result of associated companies and joint ventures 11,240 11,834
Operational cash flow - EBITDA 19,911 21,979
Depreciation, write-down and provisions -3,705 -3,610
Depreciation and write-down of intangible and tangible assets -4,698 -4,526
Write-down of debtors and inventories 117 113
Provisions 876 803
Impairment losses 0 0
Restructuring costs: provisions 0 113
Operating result (EBIT) 16,206 18,482
Interest income 749 406
Interest expenses -3,064 -3,477
Operating result after net finance costs 13,891 15,411
Income taxes 30 -2,029
Net result from continuing operations 13,921 13,382
Result from discontinued operations 0 -3,877
Net result of the consolidated companies 13,921 9,505
Attributable to:
Minority interests -801 -360
Equity holders of Roularta Media Group 14,722 9,865
Earnings per share in euros
Basic earnings per share 1.18 0.79
Diluted earnings per share 1.17 0.79

2B. CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

in thousands of euros 30/06/16 30/06/15
Net result of the consolidated companies 13,921 9,505
Other comprehensive income of the period
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Exchange differences -17 12
Cash flow hedges
Deferred taxes relating to other comprehensive income
Other comprehensive income not to be reclassified to profit or loss in subsequent periods:
Non-current employee benefits - actuarial gain / loss 0 -370
Share of non-reclassifiable other comprehensive income of joint ventures and associates -22
Other comprehensive income of the period -39 -358
Total comprehensive income of the period 13,882 9,147
Attributable to:
Minority interests -801 -360
Equity holders of Roularta Media Group 14,683 9,507

3. CONDENSED CONSOLIDATED BALANCE SHEET

ASSETS
in thousands of euros
30/06/16 31/12/15
Non-current assets 329,186 319,007
Intangible assets 85,559 86,158
Goodwill 0 5
Property, plant and equipment 56,779 57,025
Investments accounted for using the equity method 131,212 120,735
Available-for-sale investments, loans and guarantees 2,830 2,844
Trade and other receivables 31,982 31,479
Deferred tax assets 20,824 20,761
Current assets 125,106 130,674
Inventories 6,385 5,464
Trade and other receivables 75,869 81,867
Tax receivable 253 390
Short-term investments 46 46
Cash and cash equivalents 34,433 38,496
Deferred charges and accrued income 8,120 4,411
Total assets 454,292 449,681
LIABILITIES
in thousands of euros
30/06/16 31/12/15
Equity 217,385 209,517
Group's equity 216,417 207,649
Issued capital 80,000 80,000
Treasury shares -24,118 -24,376
Retained earnings 156,628 148,159
Other reserves 3,878 3,820
Translation differences 29 46
Minority interests 968 1,868
Non-current liabilities 121,707 123,862
Provisions 7,325 8,417
Employee benefits 3,826 3,527
Deferred tax liabilities 521 521
Financial debts 109,998 111,360
Other payables 37 37
Current liabilities 115,200 116,302
Financial debts 3,470 2,862
Trade payables 43,560 48,086
Advances received 19,911 19,841
Employee benefits 18,840 18,008
Taxes 1,393 1,630
Other payables 16,054 20,277
Accrued charges and deferred income 11,972 5,598
Total liabilities 454,292 449,681

4. CONDENSED CONSOLIDATED CASH FLOW STATEMENT

Cash flow relating to operating activities in thousands of euros 30/06/16 30/06/15
Net result of the consolidated companies 13,921 9,465
Share in the result of the companies accounted for using the equity method -11,240 -12,329
Income tax expense / income -30 2,029
Interest expenses 3,064 3,850
Interest income (-) -749 -449
Losses / gains on disposal of intangible assets and property, plant and equipment 10 -424
Losses / gains on disposal of business -399 704
Dividends received from companies accounted for using the equity method 1,550 1,450
Non-cash items 3,789 -679
Depreciation of (in)tangible assets 4,698 4,536
Impairment losses 0 0
Share-based payment expense 79 61
Losses / gains on non-hedging derivatives 0 -236
Increase / decrease in provisions -876 -3,923
Unrealised exchange loss / gain 0 -1
Other non-cash items -112 -1,116
Gross cash flow relating to operating activities 9,916 3,616
Increase / decrease in current trade receivables 4,760 6,839
Increase / decrease in current other receivables and deferred charges and accrued income -2,252 -9,112
Increase / decrease in inventories -899 -123
Increase / decrease in current trade payables -4,526 -9,306
Increase / decrease in other current liabilities -2,645 1,507
Other increases / decreases in working capital (a) 3,840 2,996
Increase / decrease in working capital -1,722 -7,200
Income taxes paid -946 -35
Interest paid -504 -1,612
Interest received 115 456
NET CASH FLOW RELATING TO OPERATING ACTIVITIES (A) 6,859 -4,774

(a) Increases and decreases in non-current other payables, non-current trade payables, provisions, non-current employee benefits and accrued charges and deferred income.

Cash flow relating to investing activities 30/06/16 30/06/15
Intangible assets - acquisitions -1,474 -1,818
Tangible assets - acquisitions -2,409 -770
Intangible assets - other movements 1 -83
Tangible assets - other movements 19 947
Net cash flow relating to acquisition of subsidiaries -450 0
Net cash flow relating to disposal of subsidiaries 0 11,988
Net cash flow relating to loans to companies accounted for using the equity method 122 0
Available-for-sale investments, loans, guarantees - acquisitions 0 -743
Available-for-sale investments, loans, guarantees - other movements 15 -1,402
Increase / decrease in short-term investments 0 33
NET CASH FLOW RELATING TO INVESTING ACTIVITIES (B) -4,176 8,152

Cash flow relating to financing activities

Dividends paid -6,253 0
Movement in capital 0 0
Treasury shares 258 0
Other changes in equity -115 -82
Proceeds from current financial debts 614 0
Redemption of current financial debts -1,393 -907
Proceeds from non-current financial debts 0 0
Redemption of non-current financial debts 0 -1,383
Decrease in non-current receivables 143 95
Increase in non-current receivables 0 0
NET CASH FLOW RELATING TO FINANCING ACTIVITIES (C) -6,746 -2,277
TOTAL DECREASE / INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) -4,063 1,100
Cash and cash equivalents, beginning balance 38,496 34,753
Cash and cash equivalents, ending balance 34,433 35,853
Net decrease / increase in cash and cash equivalents -4,063 1,100

5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Issued
capital
Treasury
shares
Retained
earnings
Other
reserves
Trans
lation
reserves
Minority
interests
Total
equity
Balance as of 01/01/2016 80,000 -24,376 148,159 3,820 46 1,868 209,517
Total comprehensive income of the period 14,722 -22 -17 -801 13,882
Operations with own shares 258 258
Dividends -6,253 -6,253
Recognition of share-based payments 80 80
Dividends paid to minority interests -99 -99
Balance as of 30/06/2016 80,000 -24,118 156,628 3,878 29 968 217,385
Issued
capital
Treasury
shares
Retained
earnings
Other
reserves
Trans
lation
reserves
Minority
interests
Total
equity
Balance as of 01/01/2015 203,225 -24,647 -36,955 1,574 80 2,475 145,752
Total comprehensive income of the period 9,864 -370 12 -360 9,146
Costs of issuance and equity increase 0
Recognition of share-based payments 61 61
Dividends paid to minority interests -93 -93
Other decrease / increase -123,225 121,466 1,758 -389 -390
Balance as of 30/06/2015 80,000 -24,647 94,375 3,023 92 1,633 154,476

6. SELECTED NOTES TO THE HALF-YEARLY FINANCIAL REPORT

6.1 PRINCIPLES OF THE INTERIM FINANCIAL REPORTING

The summary interim financial statements have been drawn up in conformity with IAS 34 Interim Financial Reporting as approved by the EU.

The interim financial statements were approved by the members of the board of directors on 19 August 2016.

6.2 VALUATION RULES

In preparing the interim financial statements, the IFRS principles for inclusion and valuation have been applied as for the consolidated annual financial statements of 31 December 2015. For the new IFRS and improved IAS standards that have come into effect as of 1 January 2016 the reader is referred to Note 1 in the 2015 Annual Report. The application of these new or revised standards has no material effect on the Group's results or financial position.

6.3 SEGMENT REPORTING

In accordance with IFRS 8 Operating Segments, the management approach is applied for the financial reporting of segmented information. This standard requires the segmented information to be reported to follow the internal reporting used by the company's main operating decision-making officer, based on which the internal performance of Roularta's operating segments is assessed and resources allocated to the various segments.

For reporting purposes, Roularta Media Group is organised into two operating segments based on the activities: Printed Media and Audiovisual Media. These operating segments remain unchanged from those used last financial year. Despite the application of IFRS 11, the Group's operational decision-making officers continue to work based on the financial information by segment on a 'combined' basis, i.e. including Roularta Media Group's pro rata share in the joint ventures, after elimination of intra-group elements, by the proportionate consolidation method.

30/06/16
in thousands of euros
Printed Media Audiovisual
Media
Intersegment
elimination
Combined total Effect IFRS 11 Consolidated
total
Sales of the segment 152,144 89,426 -623 240,947 -97,912 143,035
Sales to external
customers
151,772 89,175 240,947 -97,912 143,035
Sales from transactions
with other segments
372 251 -623 0 0
30/06/15
in thousands of euros
Printed Media Audiovisual
Media
Intersegment
elimination
Combined total Effect IFRS 11 Consolidated
total
Sales of the segment 158,318 80,325 -575 238,068 -87,869 150,199
Sales to external
customers
158,048 80,020 238,068 -87,869 150,199
Sales from transactions
with other segments
270 305 -575 0 0

The discussion of the segments can be found in the interim report of the board of directors. The results are summarised below, along with their impact on the consolidated net result.

30/06/16
in thousands of euros
Printed Media Audiovisual
Media
Combined total Effect IFRS 11 Consolidated
total
EBITDA 10,542 18,097 28,639 -8,728 19,911
EBIT 6,648 16,090 22,738 -6,532 16,206
Net result from continuing operations 4,094 9,827 13,921 0 13,921
Result from discontinued operations 0 0 0 0 0
Depreciation, write-down and provisions
Depreciation and write-down of intangible
and tangible assets
-4,890 -2,333 -7,223
Write-down of debtors and inventories 121 124 245
Impairment losses 0
Restructuring costs: provisions 0
Other provisions 875 202 1,077
30/06/15
in thousands of euros
Printed Media Audiovisual
Media
Combined total Effect IFRS 11 Consolidated
total
EBITDA 12,354 17,403 29,757 -7,778 21,979
EBIT 8,718 15,579 24,297 -5,815 18,482
Net result from continuing operations 2,892 10,490 13,382 0 13,382
Result from discontinued operations -3,877 0 -3,877 0 -3,877
Depreciation, write-down and provisions
Depreciation and write-down of intangible
and tangible assets
-4,674 -2,279 -6,953
Write-down of debtors and inventories 117 449 566
Impairment losses 0
Restructuring costs: provisions 113 113
Other provisions 808 6 814

6.4 PENDING DISPUTES

Update of Note 26 of the Annual Report 2015: there are no material changes to the pending disputes, described in Note 26 of the Annual Report 2015.

6.5 MAIN CHANGES IN (IN)TANGIBLE FIXED ASSETS AND GOODWILL

Investments

In the first half of 2016 the Group invested € 3.9 million in intangible and tangible assets (first half of 2015: € 2.6 million). The investments in intangible assets are in new software (€ 1.5 million). The largest investments in tangible assets relate a.o. to machinery (€ 1.8 million) and buildings in an amount of € 0.4 million.

Sales

In the first half of 2016 there were no material disposals of (in)tangible fixed assets.

6.6 ONE-OFF ITEMS

There are no one-off items in the half-yearly results of 2016. For the explanation of the one-off items 2015, we refer to the half-yearly financial report 2015.

6.7 TRADE AND OTHER RECEIVABLES - LONG TERM

This item consists mainly of the amount receivable by Roularta Media Group related to the sale of the French activities. This receivable is interest-bearing and guaranteed and will be paid no later than April 2018.

6.8 ISSUED CAPITAL

There were no changes in the capital in the first semester of 2016.

6.9 TREASURY SHARES

The statutory authorisation to purchase own company shares, renewed at the annual meeting of 19 May 2015, was not used. In the first semester of 2016, 16,400 own shares were granted to the holders of options at the moment of the exercise of their options.

6.10 SHARE OPTIONS

In the first semester of 2016, no new share option plans were offered.

In the first semester of 2016, the Group recognised € 79K (30/06/2015: € 61K) as personnel costs relating to equity-settled share-based payment transactions.

6.11 PROVISIONS

Provisions have decreased from € 8.4 million at the end of 2015 to € 7.3 million at 30 June 2016.

This evolution can be largely explained by the reversal of the provision for the remaining lease obligations on a printing press that has been taken out of service (the payment of lease obligations during the first half of 2016: € 0.7 million) and the reversal of the provision for restructuring (disbursed severance pay: € 0.3 million).

6.12 FINANCIAL DEBTS (NON-CURRENT AND CURRENT)

During the first half of 2016, no new long-term bank loans were concluded. Besides the contractual repayments of € 1.4 million, there were no prepayments of bank loans.

6.13 FAIR VALUE OF THE FINANCIAL INSTRUMENTS

Fair value of financial assets and liabilities with a significant deviation between the book value and fair value at 30/06/2016:

in thousands of euros Carrying amount Fair value
Financial debts
- debenture 99,890 106,100

For other financial instruments, the fair value approximates the carrying value.

6.14 CURRENT LIABILITIES: OTHER PAYABLES

The other liabilities include VAT, payroll tax, and various other taxes payable and liabilities to joint ventures. The decrease in the first half of 2016 relates primarily to the payment in the dispute of Kempenland.

6.15 DIVIDENDS

On 1 June 2016, € 6,252,624 of gross dividends in respect of the 2015 financial year were released for payment.

In 2015, no dividends were declared.

6.16 RESULTS

Sales

Sales are down 4.8% on H1 2015. Corrected to exclude changes in the consolidation scope, sales are down 4.6%. For a discussion of this development we refer to the press release on the half-year results and the interim report of the board of directors that is included at the beginning of this interim financial report.

Raw materials, consumables and goods for resale

Compared with H1 2015 these costs have declined by € 2.1 million (mainly a fall in paper costs).

Services and other goods

The services and other goods amount to € 50.3 million and are in line with last year.

in thousands of euros 30/06/16 30/06/15
Transport and distribution costs 9,141 8,970
Marketing and promotion costs 10,943 10,599
Commission fees 2,572 2,000
Fees 13,159 13,924
Operating leases 6,021 6,099
Energy 1,124 1,257
Subcontractors and other deliveries 5,360 5,378
Remuneration members of the board of directors 199 213
Temporary workers 927 900
Travel and reception costs 408 648
Insurances 159 140
Other services and other goods 264 336
Total services and other goods 50,277 50,464

The biggest changes are € 0.3 million higher promotion costs and € 0.5 million higher commission fees. On the other hand, fees have decreased by € 0.8 million.

Personnel

The personnel expenses decreased by € 0.6 million (1.3%) compared with H1 2015.

Other operating income and expenses

A net increase by € 235K compared with H1 2015 can be explained by a decrease by € 0.3 million of the other operating income and a decrease by € 0.6 million of the other operating expenses.

Other operating income includes the operating subsidies, the capital gain on the disposal of tangible and financial assets, government grants and miscellaneous cross-charges.

Other operating expenses include other taxes, the loss on the disposal of (in)tangible fixed assets, losses on trade receivables, payment differences and bank charges.

Share in the result of associated companies and joint ventures

in thousands of euros 30/06/16 30/06/15
Medialaan Group 11,396 11,256
Bayard Group 697 1,029
Other -853 -451
11,240 11,834

At Medialaan, the result in the first half of 2016 is higher than in the first half of 2015, thanks mainly to higher advertising income, slowed by increasing broadcasting costs and investments in Mobile Vikings.

At the other associated companies and joint ventures, we see lower advertising income as the biggest reason for the decline in the result.

Depreciation

The depreciation amounts to € 4.7 million and is in line with last year.

Financial income and expenses

in thousands of euros 30/06/16 30/06/15
Financial income: 749 406
- interest income 749 170
- evolution of the market values of the swap contracts not viewed as hedging 0 236
Financial costs: -3,064 -3,477
- interest expense -3,064 -3,477

The increase in interest income is mainly due to the interest on the receivable related to the sale of the French activities.

Interest expenses decrease as a result of lower outstanding financial debt and lower interest rates.

6.17 INCOME TAX EXPENSE

The effective tax rate is influenced by a number of factors which affect the tax base. The company Roularta Media Group NV has tax loss carryforwards. The tax charge in respect of H1 2016 is offset by the recognition of an additional deferred tax asset, bringing the tax rate in the income statement to nil.

6.18 RELATED PARTIES

The related parties of Roularta Media Group NV consist of subsidiaries, joint ventures, associated companies, other related parties and key management personnel (including directors).

The composition of the related parties, and nature of the transactions and the outstanding balances have not changed significantly from those reported in the financial statements at 31 December 2015.

6.19 DISCONTINUED OPERATIONS

The half-yearly results of 2016 contain no discontinued operations. For the half-yearly results of 2015, it was related to the sell of the French activities (cf half-yearly financial report as of 30 June 2015).

6.20 CHANGES IN THE CONSOLIDATED GROUP

a. Acquisitions

On 11 February 2016, Medialaan, the 50/50 joint venture from Roularta Media Group NV, acquired control of the companies grouped round the brand Mobile Vikings.

  • b. Other changes
  • − In January 2016, Roularta Media Group NV participated in the capital increase of Proxistore NV amounting to € 450,000. Roularta Media Group NV has not participated in a second capital increase in May 2016, making the current rate of participation fall from 50% to 46.12%.
  • − During the first half of 2016, Roularta Media Group NV increased its percentage shareholding in Media ID CVBA from 9% to 27%. It concerns a company of minor importance not included in the consolidated financial statements.

6.21 KEY EVENTS AFTER BALANCE SHEET CLOSING DATE

Roularta Media Nederland BV was liquidated on 1 July 2016. Since 1 July 2016, Medialaan has taken over TV station Acht from Concentra.

Otherwise no major events have occurred which significantly affect the results and the financial position of the company.

6.22 SEASONAL FEATURES

The half-yearly results are not affected by any seasonal fluctuations. In general, sales are lower in January and February, as also in July and August with less good earnings as a result.

7. MAIN RISKS AND UNCERTAINTIES FOR THE REMAINING MONTHS OF THE FINANCIAL YEAR

The media world is constantly changing. Central factors here are pressure on media spending and structural changes in the direction of digital products.

The Group's result is largely determined by the advertising market, the readers' market and viewing and listening figures.

The Group closely follows market developments within the media world in which it operates, so as to be able to react to and take advantage of changes and new trends within its environment. The Group's multimedia offering enables it to react pertinently to shifts in attention by the advertising world and its audience from one media form to the other.

The Group's advertising revenues are cyclical and sensitive to the general economic environment. With advertising expenditure decisions taken at the last moment, visibility is limited. The Group has organised itself to be able to adapt its cost structure at short notice in line with fluctuations in its advertising revenue. At the same time the Group's strategy of operating limited in several European countries also reduces the economic and cyclical risks.

Besides the traditional in print products, digital derivatives are also coming into being on the internet and for iPad, iPhone or similar hand-held devices. Some specific cyclical advertising revenues, for example job ads, may fluctuate according to how certain or not the customer feels about the economic climate.

New acquisitions and new initiatives – both inside and outside the internet sphere – provide additional sales and margins in the future.

Although the Group strives as far as possible for geographical spread and a diversified product mix, changing market conditions may have a negative impact on the Group's activities and financial position. Therefore, the Group is continuously improving the efficiency of its production processes and costs are kept under control.

The IT system is of vital importance within the Group. Any disruption (due to defect, malicious attacks, viruses or other causes) could have a serious impact on various aspects of its activities. This impact includes sales, customer service and administration, but also the Group's operating results. To date, there are no significant known problems, but the Group cannot guarantee that such problems will not occur in the future.

The Group's currency risk is limited to the USD. Purchases of film rights by the audiovisual segment can be in USD. This risk is hedged with foreign exchange contracts. Despite these hedging instruments, fluctuations in the USD can have a limited impact on RMG's operating results.

The Group's debt gearing and interest charges may affect the results. Any IRS contracts and other financial instruments can serve to contain this risk. The strengthened liquidity of Roularta Media Group NV permitted to reduce the available credit lines from € 39 million in 2014 to € 26 million in 2015 and to € 8 million on 30 June 2016.

The Group is also exposed to credit risk on its customers. Internal and external credit checks are used in order to manage this risk. Bills of exchange and credit insurance are other instruments used to lower this risk. Until now there has been no significant concentration of credit risks and the necessary provisions have been set up for existing risks.

For other general risks, the reader is referred to the 2015 Annual Report (Annual Report of the Board of Directors), where bank covenants, liquidity and capital structure risks, impairment risks and risks from legal and arbitration proceedings are discussed on pages 33 ff.

8. DECLARATION CONCERNING THE INFORMATION GIVEN IN THIS HALF-YEARLY FINANCIAL REPORT

The undersigned declare that, to the best of their knowledge,

  • − the abbreviated financial overviews, which have been drawn up in accordance with the applicable standards for annual financial statements, give a true and fair view of the net assets, the financial situation and the results of Roularta Media Group and of the companies included in the consolidation;
  • − the interim financial report presents a true and fair view of the key events and principal transactions with affiliated parties during the first six months of the current financial year and of their impact on the abbreviated financial overviews, as well as a description of the principal risks and uncertainties during the remaining months of the financial year.

Rik De Nolf, Chairman of the Board of Directors Xavier Bouckaert, CEO Jeroen Mouton, CFO

REGULATED INFORMATION EMBARGO – 22 AUGUST 2016, 08.15 CET / ROULARTA MEDIA GROUP

9. AUDITOR'S REPORT

Report on review of the consolidated interim financial information for the six-month period ended 30 June 2016 The original text of this report is in Dutch

To the board of directors

In the context of our appointment as the company's statutory auditor, we report to you on the consolidated interim financial information. This consolidated interim financial information comprises the consolidated condensed balance sheet as at 30 June 2016, the consolidated condensed income statement, the consolidated condensed statement of comprehensive income, the consolidated condensed statement of changes in equity and the consolidated condensed cash flow statement for the period of six months then ended, as well as selective notes 6.1 to 6.22.

Report on the consolidated interim financial information

We have reviewed the consolidated interim financial information of Roularta Media Group NV ('the company') and its subsidiaries (jointly 'the Group'), prepared in accordance with International Financial Reporting Standard IAS 34 – Interim Financial Reporting as adopted by the European Union.

The consolidated condensed balance sheet shows total assets of 454,292 (000) EUR and the consolidated condensed income statement shows a consolidated profit (group share) for the period then ended of 14,722 (000) EUR.

The board of directors of the company is responsible for the preparation and fair presentation of the consolidated interim financial information in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.

Scope of review

We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410 – Review of interim financial information performed by the independent auditor of the entity. A review of interim financial information consists of making inquiries, 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 performed in accordance with the International Standards on Auditing (ISA) 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 on the consolidated interim financial information.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information of Roularta Media Group NV has not been prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.

Gent, 19 August 2016

The statutory auditor DELOITTE Bedrijfsrevisoren / Réviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Kurt Dehoorne Mario Dekeyser

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