Annual Report • Apr 15, 2016
Annual Report
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| Preface by Rik De Nolf | 5 |
|---|---|
| Events in 2015 by Xavier Bouckaert | 7 |
| DIRECTORS' REPORT | 10 |
| Mission & strategy | 11 |
| Roularta as technological innovator | 12 |
| Environment, prevention and well-being | 14 |
| The Roularta Media Group share | 17 |
| Consolidated key figures | 20 |
| Group structure | 24 |
| Board of directors and management team | 26 |
| Annual report of the board of directors | 29 |
| Corporate governance declaration | 36 |
| CONSOLIDATED FINANCIAL | 45 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
52 | |
|---|---|---|
| Note 1 | Significant accounting policies | 52 |
| Note 2 | Segment reporting | 61 |
| Note 3 | Sales - from continuing operations | 64 |
| Note 4 | Services and other goods - from continuing operations |
65 |
| Note 5 | Personnel charges - from continuing operations |
65 |
| Note 6 | Write-down of inventories and receivables - from continuing operations |
66 |
| Note 7 | Other operating income / expenses - from continuing operations |
66 |
| Note 8 | Restructuring costs and other non-recurring results - from continuing operations |
67 |
| Note 9 | Net finance costs - from continuing operations |
68 |
| Note 10 | Income taxes - from continuing operations |
69 |
| Note 11 | Discontinued operations | 70 |
| Note 12 | Assets classified as held for sale | 72 |
| Note 13 | Earnings per share | 73 |
| Note 14 | Dividends | 73 |
| Note 15 | Intangible assets and goodwill | 74 |
| Note 16 | Property, plant and equipment | 79 |
| Note 17 | Investments in associates and joint ventures |
81 |
| Note 18 | Available-for-sale investments, loans and guarantees |
84 |
| Note 19 | Trade and other receivables | 85 |
|---|---|---|
| Note 20 | Deferred tax assets and liabilities | 87 |
| Note 21 | Inventories | 88 |
| Note 22 | Short-term investments, cash | 89 |
| and cash equivalents | ||
| Note 23 | Equity | 89 |
| Note 24 | Share-based payments | 90 |
| Note 25 | Provisions | 92 |
| Note 26 | Significant litigations | 93 |
| Note 27 | Non-current employee benefits | 94 |
| Note 28 | Financial debts | 97 |
| Note 29 | Other notes on liabilities | 98 |
| Note 30 | Finance and operating leases | 99 |
| Note 31 | Contingent liabilities and | 100 |
| contractual commitments for | ||
| the acquisition of property, plant | ||
| and equipment | ||
| Note 32 | Financial instruments - | 100 |
| risks and fair value | ||
| Note 33 | Cash flow relating to acquisition | 106 |
| of subsidiaries | ||
| Note 34 | Cash flow relating to disposal | 108 |
| of subsidiaries | ||
| Note 35 | Interest in associates | 109 |
| and joint ventures | ||
| Note 36 | Events after the balance sheet date | 109 |
| Note 37 | Fees to the auditor and to persons | 110 |
| related to the auditor | ||
| Note 38 | Related party transactions | 110 |
| Note 39 | Group companies | 112 |
| STATUTORY AUDITOR'S REPORT | 116 |
|---|---|
| STATUTORY ANNUAL ACCOUNTS | 119 |
| Readers I distribution I visitors | 122 |
| Offices | 125 |
| Sales and key figures | 126 |
| Financial calendar | 128 |
CONTENTS
05
2015 was a transition year for Roularta. In the first half the Group took leave of France, ensuring the proper transition of the French activities to Altice Media Group and decoupling IT systems. Competition Authority procedures meant that the final closure came only in late May. Meanwhile, the advertising market in France unfortunately continued its downward trend, so that during the first half of the year the French activities produced one final negative contribution. Production of the French magazines is still entrusted to Roularta Printing in Roeselare.
Roularta remains internationally active through the joint venture with the French group Bayard Presse in the Netherlands and Germany (and in Belgium), mainly with Plus Magazine, websites and salons for the active seniors market. In Germany, the gardening titles (Grün, Gärtnern leicht gemacht...) were sold, and all the Group's German magazines (for seniors, new mothers, parents and children) are today making a positive earnings contribution. The German magazines are printed in the Czech Republic for lack of capacity at Roularta Printing.
Since July 2015, Roularta has been a 95% Belgian multimedia company with strong brands that are growing through line extensions and a focus on innovation and new digital initiatives. The audiovisual business produced one third of sales and half of the current net result. The other activities (local
media, magazines, internet, printing, events and line extensions) generate two-thirds of sales and the other half of the result.
The MEDIALAAN (50% Roularta) radio and TV stations had a strong year, in terms both of viewing and listening metrics and advertising revenue. Revenues from Kanaal Z/Canal Z grew by no less than 34%. The local stations' revenue is growing thanks to a larger per-subscriber fee from distribu-
tors.
MEDIALAAN also performed excellently on the innovation front. First with new viewing models, Stievie FREE and Vtm.be, new TV distribution platforms, in turn generating new online advertising revenue. And secondly with a new core business as an MVNO (mobile virtual network operator) following the acquisition of Mobile Vikings, and a new reseller agreement for Jim Mobile.
In the other activities a certain number of restructuring costs were booked, but in future Roularta will report only EBITDA and EBIT figures and no longer REBITDA and REBIT, because in principle no further extraordinary reorganisation and restructuring charges will be needed. Additionally over the coming years Roularta Media Group NV will be able to recover its tax losses, mainly from ending the French activities. Until 2018, more than EUR 10 million a year is being paid to lease the recently acquired printing presses, with another
Dear shareholder, dear stakeholder, dear employee,
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ANNUAL REPORT 2015 06
The sale of the French activities to Altice Media Group received the green light from the French Competition Authority, enabling the transaction to be finalised on 9 June 2015. Roularta Media Group NV's co-shareholders in Idéat Editions SA (including subsidiaries) and Aventin Immobilier SCI decided to exercise their pre-emption right. This sale was finally settled on 1 December 2015. At the end of 2015 Roularta Media Group also ended its Adriatic activities.
In mid-May 2015 Roularta Media Group NV took the accumulated losses out of its accounts with a EUR 123.2 million capital reduction combined with a EUR 7.4 million partial use of legal reserves.
On 29 June 2015, a dozen mergers took place between subsidiaries(1) and the parent company to simplify the group structure of Roularta Media Group. On 1 January 2016, Xavier Bouckaert succeeded Rik De Nolf as CEO of Roularta Media Group NV. Rik De Nolf takes the position of executive chairman of the board of directors.
Roularta Media Group NV exercised on 31 July 2015 its call option on the shares of Proxistore, taking the Group's stake in Proxistore from 35.87% to 50.0%. On 29 October 2015, Roularta Media Group NV took a 65% participating interest in the capital of NV Storesquare. The remaining shares are held by IEP (part of UNIZO) and KBC. On 11 February 2016,
MEDIALAAN acquired control of the companies grouped round the Mobile Vikings brand.
In April 2015, a new stock option plan was offered to management and executive employees. The employees subscribed for 114,700 Roularta stock options.
Roularta Local Media continues to develop its business with Digilocal. Nearly two hundred account managers provide a complete internet service for local advertisers in the form of websites, e-shops and digital newsletters that can be linked to the databases of Roularta, Google AdWords and local Facebook advertising. The Roularta group's strong regional sales organisation and technical expertise provide the foundation for further growth. For the second year in a row, Roularta took the European Google award for best service as Google reseller. The service was extended with Proxistore (local advertising via the Roularta and other important news sites) and Proxiletter (local advertising in the Roularta electronic newsletters).
As an extension of Digilocal, Roularta Media Group acquired start-up Storesquare.be in late 2015. From 2016 this is being expanded into an e-commerce platform for local merchants countrywide. The intention is for Storesquare.be (65% Roularta/25% KBC/10% UNIZO) to provide the development, secure payment, logistics and mar-
more than EUR 5 million a year of interest on the EUR 100 million bond loan maturing in 2018. If no unexpected acquisition opportunities present themselves, Roularta will by then have a large positive net cash position.
The Group will continue to concentrate on internal growth and innovation and will maintain its traditional dividend policy. Roularta Local Media is today focusing particularly on Digilocal, the digital full service for local advertisers, and on launching the Storesquare.be e-commerce platform. Roularta Magazines has begun developing a +zone with exclusive information for Knack.be/LeVif.be news site subscribers.
Meanwhile, family-controlled but publicly listed Roularta is now being run by the next generation. Xavier Bouckaert has been the new CEO since
1 January 2016. He boasts ten years' experience in the Group, first as a corporate lawyer and group controller and the last five years as COO and Director Magazines. From early May he will be assisted by Jeroen Mouton as CFO. I myself became on 1 January executive chairman and responsible for investor relations. Hugo Vandamme became honorary chairman after fifteen years as chairman in a constantly changing world. During that time he helped ensure that we are ready for the future. For this we are very grateful to him.
Thank you also to all stakeholders who gave Roularta their trust. In 2015, shareholders were rewarded with a doubling of the share price. All this was possible thanks to the commitment and the innovative capacity of more than 2,200 skilled employees of RMG, MEDIALAAN and the Roularta/ Bayard joint ventures.
(1) Biblo NV, Euro DB NV, Le Vif Magazine SA, New Bizz Partners NV, Press News NV, Regie De Weekkrant NV, Roularta Business Leads NV, Roularta IT-Solutions NV, Roularta Printing NV, Roularta Publishing NV, West-Vlaamse Media Groep NV, and De Streekkrant-De Weekkrantgroep NV
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ANNUAL REPORT 2015 08
keting of a Belgian platform operating not from a foreign central warehouse but from the local stocks of local merchants. In other words Storesquare.be combines the best of two worlds, bricks and clicks. The service was started with around two hundred stores in the south of West Flanders. By end-June 2016 Storesquare.be is looking to offer the products of thousand affiliated stores in Flanders. Roularta guarantees a multimedia marketing support through radio and television, print and internet.
The Knack.be/LeVif.be news sites (giving access to all Group news sites) continued their growth in 2015 to 40 million page views, averaging nearly 6 million unique browsers and 1.8 million 'real users' per month. Advertising revenue increased by almost 15%, while Roularta worked hard on a new project for digital readers: on top of the free news content provided essentially by a dedicated 30-person website editing team, a +zone is being offered with more and more in-depth dossiers and background information provided by the three hundred journalists from the magazine journalist/editing teams, each for his/her specialty field. The +zone is reserved for 'full' subscribers (weekly + digital copy + 24/7 website) and for digital subscribers (digital copy + website) who discover the news magazines in this way. The Daily Trends is now part of the +zone.
KW.be, the Krant van West-Vlaanderen website, is included in the subscription price and provided an attractive increase in sales. All KW subscribers now receive their local-cum-provincial weekly in paper format, get digital access via PC, tablet or mobile to the eleven weeklies (for the eleven cities and regions of West Flanders), and have access to the KW.be website with 24/7 news. KW.be is supported by a twice-a-day free newsletter to 125,000 West Flemings. Visitors can get a free one-month introductory subscription to KW.be.
The classified sites Immovlan.be and Autovlan.be (in joint venture with Rossel) and Streekpersoneel.be are evolving favourably. Immovlan.be was extended by integrating Vacances.web and Autovlan.be by integrating Autotrack.be. Gocar.be was launched for new cars.
Roularta Business Information has become a major player in data for the financial and the marketing world. More than seven thousand companies already have a login that gives access to the Trends Top with figures of all Belgium's more than 400,000 companies. Sector reports and Belgian and international data are being custom-delivered to a growing number of customers.
The specialised newsletters Fiscoloog, Inside Beleggen, Balans, etc. are delivered digitally but also still in print format. The Dutch-language Tijdschrift voor Rechtspersoon en Vennootschap (1988) merged with the French-language Revue Pratique des Sociétés (1889), with Justice Minister Koen Geens presenting the first issue of the new bilingual formula that started in January 2016.
Roularta Events organises around a hundred events a year: awards, gala dinners, fairs and seminars. In each Belgian province, there are Trends Gazelles and the Trends Business Tour. Every year national awards are given for general management (Manager of the Year), in the IT world, in manufacturing, in the legal sector (Trends Legal Awards) and for CFOs, HR managers, fund managers, and marketeers.
Roularta organises the Ondernemen/Entreprendre entrepreneurship fair at the Heysel in Brussels (held concurrently with the e-commerce and franchising fairs) and the Ondernemen entrepreneurship fair at Ghent Flanders Expo. De Streekkrant organises job fairs in every province, while free lifestyle magazine Steps organises shopping days in all city centres.
Turnover of the Roularta free newspapers and magazines fell by 3.2% in 2015. Turnover at De Streekkrant fell slightly, but it now occupies the unique position of being the only weekly newspaper still distributed door-to-door in every city and municipality in Flanders. For job ads, the bottom appears to have been reached at end 2015, with people realising that local print ads in newspapers delivered door-to-door are indispensable for finding work and employees in one's own region. In parallel with this, work continued on the Streekpersoneel.be software platform with a highly efficient jobs and CV management system. The national campaigns (with more and more activities by major brands like Coca-Cola) continued to grow, helping De Streekkrant well outperform the overall regional newspapers market. At the same time De Zondag (distributed on Sunday mornings via bakeries in sixteen regions of Flanders) is reaching a quarter of the population, and also continued to grow in 2015 (by 5.8%).
The monthly magazine Steps, distributed in sixteen regional editions across Flanders, received in 2015 a glossy hardcover and glossy paper.
The advertising revenues of the magazines rose by almost 2%, excluding the terminated INDUSTRIE and Flows and with a deliberate restriction of bartering deals (EUR 1.5 million). Roularta's advertising management service is a real ideas factory with multimedia solutions involving print, internet, TV (Kanaal Z/Canal Z), surveys and events. It takes full advantage of Roularta's strong magazine brands. The six weekly news magazines Knack, Le Vif/L'Express, Trends, Trends-Tendances, Sport/ Voetbalmagazine and Sport/Foot Magazine boast very loyal readerships (90% subscription) and far outperform the global magazine market. Monthly lifestyle magazines Nest and Plus Magazine also remained stable in the advertising and readers markets. Ik ga Bouwen & Renoveren/Je vais Construire & Rénover was successfully merged with Beter bouwen & verbouwen/Tu bâtis, je rénove. First quarter 2016 turnover with the new title was larger than the combined turnover of the two predecessors.
The Group's magazine readers appear to be interested in numerous cultural and lifestyle initiatives. Roularta is succeeding here in offering exclusive projects at very favourable conditions. Several book projects and the sale of design and other objects have produced a growth in sales. Another success item is travel projects targeted at subscribers' interests. In 2016 cruises are being organised to the Baltic cities, on the Mekong (3 x) and on the Danube.
2015 was a very good year for MEDIALAAN. Almost all metrics moved positively: viewing and listening figures, advertising revenues, views and revenue from new watching models and innovation. 2015 was also an exciting and richly filled year in which MEDIALAAN continued its transformation from traditional broadcaster to multi-platform media company that is developing direct relationships with its end users.
The acquisition of the mobile operations (with the customer bases of Jim Mobile and Mobile Vikings) will ensure diversity of income and economies of scale. MEDIALAAN launched with Stievie FREE a distribution platform on the internet for its channels. Meanwhile, more than 700,000 users have registered on the MEDIALAAN online platform of which Stievie FREE is a part. With an average audience age of under 35, this is generating new (short) commercials from new advertisers, and video advertising on the internet via the MEDIALAAN TV programmes.
Kanaal Z/Canal Z saw strong turnover growth with the creation of new peripheral programmes. The ratings (measured by the large CIM audimeter) grew in 2015 to a daily average 500,000+ viewers.
The future of regional TV stations is secured by a new Flemish decree imposing a larger fee per subscriber from the distributors, which started in January 2015.
011
As a multimedia company, Roularta Media Group (RMG) sets out to create value in a durable way for its readers, internauts, viewers, listeners, advertising customers, employees and shareholders.
In Belgium, Roularta is a dynamic and leading player in the publication and printing of news and niche magazines, newspapers and freesheets, in the audiovisual media landscape and in electronic publishing.
For the general public in Dutch-speaking Belgium, RMG produces freesheets, open network TV, radio and the Vlan.be internet site. For the national market (in both Dutch and French) RMG produces quality magazines, a TV news station Kanaal Z/Canal Z and the content-rich news portals Knack.be and LeVif.be. In this way Roularta is constantly investigating new opportunities – titles, marketing initiatives and new media – to strengthen its leadership in Belgium.
In joint venture with the French group Bayard, Roularta is active in Belgium, the Netherlands and Germany with senior citizen magazines and in Germany with a wide range of magazines for parents and children, home & garden.
All the Group's strong brands are continuing to grow through line extensions, events and add-on products. A policy of vertical integration (content, advertising acquisition, production) and a multimedia approach increase flexibility and strengthen Roularta's anticyclical character.
RMG continues to innovate in the field of technical developments in the rapidly evolving media world. The involvement of its employees and the ongoing search for the best internal systems, cost management and synergy with partners help guarantee its future success.
Roularta Media Group is a company with a strong record of socially responsible entrepreneurship, in which integrity, customer-friendliness and commitment come first.
RMG CONTINUES TO INNOVATE IN THE FIELD OF TECHNICAL DEVELOPMENTS IN THE RAPIDLY EVOLVING MEDIA WORLD
(*) Combined sales (with application of the proportional consolidation method for joint ventures, including Medialaan, Bayard,...).
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ANNUAL REPORT 2015 012
i-Read+ with 'intelligent reading pleasure' as its main theme, whereby the user can, via a 'reasoning' component, decide when he wishes to obtain certain data enrichments. A 'virtual tutor' here increases the interaction between reader and content.
Media ID has created a single central registration and payment platform for users of all kinds of Belgian media in digital form. A platform that is easy to use, reliable and strictly respects consumer privacy. Media ID provides every consumer with a unique identity via a 'Single Sign-on Registration' (the so-called 'ID'), that can then be used with all participating media companies.
Stream Store is a platform for repackaging digital content in coherent streams that are personalised and contextualised and then offered as a paid service to the end user.
RMG is part of MediaNet Vlaanderen (Flanders Media Network). To replace MIX, MediaNet Vlaanderen is working on an innovative business network (IBN). The network's three cornerstones are: efficient content production and distribution, more intelligent data and insights for better customer understanding, and also shared infrastructure and services. RMG will be participating in various of this network's activities.
Roularta Media Group is also part of the Google Digital News Initiative (DNI) Innovation Fund. This fund is spread over three years (2 project calls per year) and takes up a total budget of 150 million euros, in other words 50 million euros per year.
Google announced the first selected projects at the end of February 2016. From a total of 1,200 projects, coming from European publishers and other players of the digital news industry, Google chose 128 media projects (i.e. 10.66%) from 23 European countries. With the Metahaven project, Roularta Media Group is part of the European top of the Google Digital News Initiative Innovation Fund.
The Metahaven project will enable Roularta Media Group to add enrichments/metadata to all media content and offer it to its readers in a pertinent and personalised manner by way of new digital services. Furthermore, thanks to the Metahaven project, Roularta Media Group can optimise the news creating process by fully supporting the journalists when creating their content.
Roularta Media Group collaborates with Zeticon (a Flemish SME specialised in text mining solutions) and the University of Leuven (Computer Science and Electrical Engineering departments). Zeticon and the University of Leuven provide the underlying technological innovation which Roularta Media Group will implement in its editorial systems.
In 2015 Roularta set up its own innovation lab. This lab serves the internal business units by constantly searching for the latest technologies and methods that can benefit both the Group's internal business units and external customers.
At editorial level too, Roularta Media Group is preparing for the future by using CCI NewsGate as a unique system for the entire newsroom, covering editors of Roularta Media Group, and with an emphasis on editorial planning, contract management and cross-media reuse of content.
NewsGate will enable the Roularta editorial staff to work 'multi-title' and 'multi-channel'. They can, from their editorial cockpit, create packages equally for print, web and smartphones and tablets.
Meanwhile, Roularta Media Group has already worked hard to create apps for a large portion of its titles. These apps are available for iOS, Android, Windows and BlackBerry. Through continuous adaptation and through regular adjustments of these apps, RMG guarantees its readers the best possible user experience.
Roularta Media Group as a multimedia company is active in various high-tech sectors. Within these different areas the Group researches and develops new opportunities on an ongoing basis, giving Roularta in the process a solid international reputation as a major technology innovator.
Roularta Media Group's technological research and development efforts obviously benefit the Group's own internal work processes, but many times they are also the driving force behind decisive market developments.
In the field of premedia, Roularta Media Group has been the starting point for various Belgian and international standards. Roularta Media Group's pioneering role here is illustrated, among other things, by the following pioneering achievements.
As a founder member of Medibel+, the umbrella organisation of the Belgian advertising sector (www.medibelplus.be), Roularta Media Group several years ago achieved the breakthrough of the PDF file format as the standard for the delivery of digital ads to newspapers and magazines. Within Medibel+, Roularta Media Group continues to enhance its pioneer status: Erwin Danis, the RMG premedia director, is currently president of the organisation.
Roularta Media Group was behind the development of the AdTicket method for the digitisation of order workflow between the media buyers and creative agencies which produce the ads on the one side, and publishing companies on the other. Roularta Media Group and Medibel+ launched the AdTicket in the Belgian market.
Under the guiding impulse of Roularta Media Group, Medibel+ was one of the founders in 2002 of the Ghent PDF Workgroup (GWG, www.gwg.org). This – now international – organisation of graphic associations and suppliers from Europe and the United States is seeking to introduce and increase the use of best practices in the printing industry worldwide. GWG is building here on the merits of Medibel+ and has taken over the Medibel+ PDF standards and the Medibel+ AdTicket method. Within the international GWG too, Roularta Media Group continues to assume its responsibility. With this project Roularta Media Group once again shows its technical innovativeness, and the working methods it has developed are being followed abroad.
Within the Ghent PDF Workgroup, RMG is also working, along with other international media groups, on new cross-media standards, processes and formats for publishing on smartphones and tablets. This takes place within the Cross Media Committee which examines the changes taking place in the world of cross-media publishing and the opportunities that these offer.
Roularta Media Group plays an important and innovative role in Flanders by participating and/ or taking the lead in various technological and innovative projects.
RMG participated in the Smarter Media in Flanders (SMIF) collective research programme. It was lead player in one of the nine work packages (digital proof numbers for print and internet advertisements) and contributed to several others like digital watermarking, ideal video compression for tablets, the efficient collection of sports results and citizen journalism.
The uniform system of digital identification numbers for print for all Belgian publishers has been put into use by several other publishers. In 2016 the uniform digital invoicing system for all Belgian publishers is also being launched.
RMG was also part of the MIX (Media Innovation Centre) and has participated in various ICON projects in the past. The coordination of this always went through the MIX:
015
Roularta Media Group made major efforts in 2015 to produce its various media in an environmentally and energy-friendly manner.
Roularta Media Group is the only Flemish printer to have signed up to the Flemish government's Energy Policy Covenant (EBO). This is the successor to the benchmark and audit covenant that expired at the end of 2015.
The EBO encourages energy-intensive undertakings to take a forerunner role in energy efficiency without jeopardising their competitiveness. By signing the EBO Roularta makes several commitments, among them an energy audit. This audit results in an energy plan setting out (potentially) effective measures and study projects. Roularta is working with various manufacturers on promising optimisations of its processing equipment. A report on measures taken, studies, energy consumption and the like has to be submitted annually to the Verification Office.
Roularta is also committed to launching a care system for even greater awareness of and commitment to energy efficiency among employees.
Green areas at Roularta sites offer a place to relax for employees, neighbours and visitors. Pesticides are sporadically used here for the upkeep of the landscape. Since 2015 the products used for this have been subjected to new legislation. Only certified
products may be used, while a whole mass of user data has to be kept on file, and users can continue to buy such products only with a phytolicence.
Roularta checked the new legislation with the companies responsible for garden maintenance at the various sites. Agreements were also made on the further follow-up.
Consultation with the government authorities In the context of the renewed environmental permit and the special conditions in it, Roularta took the necessary steps to commission a water study and to introduce detergent accounting, in compliance with the European regulation. For the detergents accounting it brought in a certified expert.
For this, both Roularta and the expert were in frequent contact with the government and the Provincial Environmental Commission (PMVC). For the follow-up programme, contacts have been made with the Flemish Environment Agency (VMM).
For each chemical product used in the company, a product safety data sheet is requested. This sheet is a structured document with information on the risks of a particular substance or preparation, and preventive measures for its safe use in the workplace and respect for the environment. This sheet incorporates the CLP (Classification, Labelling and Packaging) regulations, including the new pictograms, the Hazard and Precautionary statements and the new storage requirements.
Roularta has taken the necessary steps to ensure strict application of this legislation.
Every year the information on the health risks of the products is updated. The risk remained relatively low in 2015. This is further confirmed by air measurements, the results of which remain well below the limit values.
The risks of chemicals use were reiterated during the medical supervision of production workers (annual theme for 2015). For this the company medical officer used a handy summary brochure.
A number of high-profile projects were undertaken in this area in 2015:
The Royal Decree of 22 April 2010 on 'artificial optical radiation' imposes measures to avoid radiation risks or to reduce them to an acceptable level. In 2015 Roularta worked on updating the previous risk assessment, using a customised evaluation methodology.
The conclusion of this investigation is that the various risks are sufficiently known and managed. Measures like searching for alternative ways of working, exposure measurement, specific personal protective equipment, customised health surveillance and interventions when limit values are exceeded, do not apply at Roularta.
Training for line management Prevention is a task for everyone. Line management has a supervisory role here, with responsibility for compliance.
In the production environment, Roularta continued in 2015 the regular safety checks on machinery by various persons.
In 2014, safety training and information on safety and responsibility were launched by and for line management outside the production environment. In 2015 the company continued its efforts to deliver more in-depth and practical information to various departments. A checklist was developed, with which the departments on a regular basis can think through different situations.
At the end of 2015, Roularta organised a training session for its events organisation staff. In 2016, this will be fine-tuned.
Fire prevention In 2015, attention was paid to updating the internal emergency plan and expanding the fire intervention file. Based on a document with various practical attachments, Roularta has an overview of all fire prevention and fire-fighting systems, arrangements and procedures, and related general safety measures.
An entire team is dedicated to fire prevention. Roularta's security service is central to addressing incidents. To which are added the internal intervention teams, external fire service, technical and other
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ANNUAL REPORT 2015 016
The registered capital of NV Roularta Media Group amounts to EUR 80,000,000.00. It is represented by 13,141,123 shares paid up in full, without par value, representing each an equal part of the capital.
All shares representing the registered capital have the same social rights.
The statutory authorisation to purchase own company shares was renewed by the General Meeting of 19 May 2015. In the course of the financial year 2015, the company did not purchase any own shares. The company has 641,150 of its own shares in portfolio, representing 4.88% of the registered capital.
The shareholding structure is as follows:
| Date of notification |
Number of shares |
% | |
|---|---|---|---|
| Koinon Comm.VA (1) | 02/07/2015 7,577,010 | 57.66% | |
| S.A. West Investment Holding (1) |
02/07/2015 2,022,136 | 15.39% | |
| Bestinver Gestión S.G.I.I.C. S.A. |
02/03/2015 1,306,190 | 9.94% | |
| Own shares | 641,150 | 4.88% | |
| Individual and institutional investors |
1,594,637 | 12.13% | |
(1) The Comm.VA Koinon and the S.A. West Investment Holding, in their capacity as persons acting in concert who have concluded an agreement concerning the possession, the acquisition and transfer of shares, have made a definitive notification.
(2) The Comm.VA Koinon has, since the notification, acquired a further 204,133 Roularta shares. No threshold has, however, been exceeded, and no corresponding notification made.
9,395,068 of the total number of outstanding shares are nominative.
In the context of the Law of 1 April 2007 concerning public takeover bids, Comm.VA Koinon, as the direct holder of 7,372,877 shares, updated its registration with the FSMA on 25 August 2014 pursuant to Article 74 § 6 of the above-mentioned law.
Roularta Media Group's shares are listed on Euronext Brussels under the section Media - Publishing, ISIN Code BE0003741551 and Mnemo ROU.
The Roularta share is included in the BEL Small Cap Index (BE0389857146).
Volumes and closing prices in 2015
| Month | Average closing price |
Volumes | in EUR millions |
|---|---|---|---|
| Jan 15 | 11.326 | 45,942 | 0.53 |
| Feb 15 | 11.725 | 179,259 | 2.42 |
| Mar 15 | 14.361 | 152,364 | 2.24 |
| Apr 15 | 14.858 | 74,522 | 1.12 |
| May 15 | 14.709 | 51,367 | 0.75 |
| Jun 15 | 14.978 | 83,458 | 1.25 |
| Jul 15 | 14.212 | 54,098 | 0.77 |
| Aug 15 | 14.321 | 41,719 | 0.60 |
| Sep 15 | 16.229 | 149,099 | 2.38 |
| Oct 15 | 19.549 | 355,129 | 6.74 |
| Nov 15 | 20.327 | 77,869 | 1.57 |
| Dec 15 | 23.065 | 251,504 | 5.53 |
| 1,516,330 | 25.90 |
staff. Periodic repeat sessions are planned for all concerned.
With the introduction of the Royal Decree of 4 December 2012, the requirements of the 2008 law are replaced by legislation which now applies to all electrical equipment, with a strict timetable. This includes additional requirements in terms of risk assessment, preventive measures, and specific work on electrical appliances. The skill/training of workers and the technical file describing the installation that has to be put together by the employer, are also covered. A risk analysis was carried here with the help of an expert. The resulting action points were systematically addressed.
Companies that produce noise are required by the European Noise Directive to carry out a risk assessment to determine whether employees are at risk of hearing damage.
Concretely, the noise levels measured at the workplace can be checked against the applicable standards, allowing prevention measures to be taken based on the results. Following the installation of additional machinery, it was time for a new noise measurement exercise.
Roularta is fully compliant with the applicable requirements. Auditory protection is provided. The necessary steps were also taken with respect to the obligatory medical supervision and provision of the necessary information to employees. In 2016, the company medical officer will again talk to employees about noise and hearing protection during medical examinations: this item will be the annual safety theme for the production environment right through the year.
In 2015 Roularta invested in the purchase of AEDs (automated external defibrillators) for its main facilities. All internal first-aid employees received specific training. During a general first-aid course, anyone interested in the company could learn and practice how to use the device. (2)
019
ANNUAL REPORT 2015 018
Volumes and figures in EUR millions - 2015
The highest price during 2015 was EUR 25.10 on 17 December.
The lowest price during 2015 was EUR 10.79 on 30 January.
The largest daily trading volume was 135,093 shares on 2 December 2015.
Roularta Media Group has a proactive investor relations policy, aimed at increasing the visibility of the share and in this way supporting its liquidity.
The general assembly pursues – as advised by the executive board – a policy which tries to pay out a dividend, whilst keeping a close watch on preserving the healthy balance between a distribution of dividends and the investment possibilities. The general assembly of 17 May 2016 will propose to pay out a gross dividend of EUR 0.50 per share for 2015.
Roularta Media Group was founded on 11 May 1988 as Roularta Financieringsmaatschappij. The table on the following page lists the events that since then have affected the company's capital and the securities representing it.
.
| Year Month | Transaction | Number of shares |
Capital BEF / | EUR | |
|---|---|---|---|---|---|
| 1988 May | Foundation as Roularta Financieringsmaatschappij | 12,510 | 381,000,000 BEF | ||
| 1993 July | Merger - capital increase | 13,009 | 392,344,000 BEF | ||
| 1997 December Split - capital increase | 18,137 | 546,964,924 BEF | |||
| 1997 December Merger - capital increase | 22,389 | 675,254,924 BEF | |||
| 1997 December Capital increase | 24,341 | 734,074,465 BEF | |||
| 1997 December Name changed into Roularta Media Group | |||||
| 1998 June | Issue of 300,000 warrants - amendment of articles of association | 2,434,100 | 734,074,465 BEF | ||
| 1998 June | Merger - capital increase | 2,690,400 | 1,545,457,541 BEF | ||
| 1998 June | Contribution of debt receivable - capital increase | 8,277,700 | 2,496,457,541 BEF | ||
| 1998 December Contribution of debt receivable - capital increase | 9,611,034 | 4,479,791,791 BEF | |||
| 2001 June | Conversion of capital into euros - capital increase by conversion of 61,950 warrants |
9,672,984 111,743,000.00 EUR | |||
| 2001 October | Destruction of 119,305 own shares | 9,553,679 111,743,000.00 EUR | |||
| 2002 June | Capital increase by conversion of 35,350 warrants | 9,589,029 112,138,000.00 EUR | |||
| 2003 June | Capital increase by conversion of 43,475 warrants | 9,632,504 112,623,000.00 EUR | |||
| 2003 July | Capital increase by contribution in kind | 9,884,986 118,463,000.00 EUR | |||
| 2004 June | Capital increase by conversion of 43,625 warrants | 9,928,611 118,950,000.00 EUR | |||
| 2005 June | Capital increase by conversion of 28,350 warrants | 9,956,961 119,267,000.00 EUR | |||
| 2006 January | Capital increase by conversion of 39,090 warrants | 9,996,051 120,054,000.00 EUR | |||
| 2006 February | Capital increase by contribution in cash | 10,985,660 131,939,204.09 EUR | |||
| 2006 May | Incorporation of an issue premium | 10,985,660 170,029,300.00 EUR | |||
| 2006 June | Capital increase by conversion of 19,825 warrants | 11,005,485 170,250,500.00 EUR | |||
| 2007 January | Capital increase by conversion of 9,340 warrants | 11,014,825 170,439,000.00 EUR | |||
| 2007 June | Capital increase by conversion of 22,225 warrants | 11,037,050 170,687,000.00 EUR | |||
| 2008 January | Capital increase by conversion of 7,864 warrants | 11,044,914 170,846,000.00 EUR | |||
| 2008 May | Capital increase by conversion of 17,375 warrants | 11,062,289 171,040,000.00 EUR | |||
| 2008 December Capital increase by contribution in cash | 13,131,940 203,040,000.00 EUR | ||||
| 2011 January | Capital increase by conversion of 9,183 warrants | 13,141,123 203,225,000.00 EUR | |||
| 2015 May | Capital decrease | 13,141,123 80,000,000.00 EUR | |||
| 2015 June | Merger - Roularta Media Group NV with Roularta Printing NV, Biblo NV, De Streekkrant - De Weekkrantgroep NV, Euro DB NV, Le Vif Magazine SA, New Bizz Partners NV, Press News NV, Regie De Weekkrant NV, Roularta Business Leads NV, Roularta IT-Solutions NV, Roularta Publishing NV and West-Vlaamse Media Groep NV |
13,141,123 80,000,000.00 EUR |
Analysts who follow the Roularta share:
| - Petercam | Michael Roeg | [email protected] |
|---|---|---|
| - KBC Securities | Ruben Devos | [email protected] |
021
| Income statement | in thousands of euros | 2011 | 2012 2013 (*) | 2014 | 2015 | Trend | |
|---|---|---|---|---|---|---|---|
| Sales | 731,111 712,045 305,209 299,569 290,226 | -3.1% | |||||
| EBITDA (1) | 61,917 | 36,964 | 29,695 | 34,871 | 33,598 | -3.7% | |
| EBITDA - margin | 8.5% | 5.2% | 9.7% | 11.6% | 11.6% | ||
| EBIT (2) | 34,492 | 5,540 | 15,116 | 21,930 | 31,363 | +43.0% | |
| EBIT - margin | 4.7% | 0.8% | 5.0% | 7.3% | 10.8% | ||
| Net finance costs | -7,505 | -8,873 | -7,262 | -6,728 | -5,441 | -19.1% | |
| Operating result after net finance costs | 26,987 | -3,333 | 7,854 | 15,202 | 25,922 | +70.5% | |
| Income taxes | -12,078 | 1,128 | 1,924 | -2,492 | 46,089 | ||
| Net result from continuing operations | 14,909 | -2,205 | 9,778 | 12,710 | 72,011 +466.6% | ||
| Result from discontinued operations | -68,268 -155,237 | -7,770 | +95.0% | ||||
| Attributable to minority interests | 473 | -498 | -581 | -50 | -127 +154.0% | ||
| Attributable to equity holders of RMG | 14,436 | -1,707 | -57,909 -142,477 | 64,368 +145.2% | |||
| Net result attributable to equity holders of RMG - margin | 2.0% | -0.2% | -19.0% | -47.6% | 22.2% | ||
| REBITDA (3) | 70,255 | 46,920 | 34,622 | 39,339 | 47,786 | +21.5% | |
| REBITDA - margin | 9.6% | 6.6% | 11.3% | 13.1% | 16.5% | ||
| REBIT (4) | 54,021 | 27,823 | 26,706 | 31,619 | 39,160 | +23.8% | |
| REBIT - margin | 7.4% | 3.9% | 8.7% | 10.6% | 13.5% | ||
| Current net result of the consolidated companies | 30,535 | 16,337 | 18,366 | 19,435 | 30,230 | +55.5% | |
| Current net result of the consolidated companies - margin | 4.2% | 2.3% | 6.0% | 6.5% | 10.4% |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations. (**) Restated for retrospective application of IFRS 11 Joint Arrangements.
| Balance sheet | in thousands of euros | 2011 | 2012 2013 (**) restated |
2014 | 2015 | Trend | |
|---|---|---|---|---|---|---|---|
| Non-current assets | 616,512 | 604,675 | 585,039 | 271,778 | 319,007 | +17.4% | |
| Current assets | 295,228 | 333,761 | 200,827 | 261,376 | 130,674 | -50.0% | |
| Balance sheet total | 911,740 | 938,436 | 785,866 | 533,154 | 449,681 | -15.7% | |
| Equity - Group's share | 351,277 | 344,689 | 287,053 | 143,277 | 207,649 | +44.9% | |
| Equity - minority interests | 12,959 | 12,266 | 11,415 | 2,475 | 1,868 | -24.5% | |
| Liabilities | 547,504 | 581,481 | 487,398 | 387,402 | 240,164 | -38.0% | |
| Liquidity (5) | 1.0 | 1.1 | 0.9 | 2.0 | 1.1 | -8.3% | |
| Solvency (6) | 39.9% | 38.0% | 38.0% | 27.3% | 46.6% | +70.7% | |
| Net financial debt | 89,328 | 69,535 | 80,423 | 82,027 | 75,680 | -7.7% | |
| Gearing (7) | 24.5% | 19.5% | 26.9% | 56.3% | 36.1% | -35.9% |
(1) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.
(2) EBIT = operating result, including the share in the result of associates and joint ventures.
(5) Liquidity = current assets / current liabilities.
(6) Solvency = equity (Group's share + minority interests) / balance sheet total.
(7) Gearing = net financial debt / equity (Group's share + minority interests).
Following unaudited key figures were calculated on the basis of audited figures.
(3) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs.
(4) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions.
| Description in euros |
2011 | 2012 | 2013 (*) restated |
2014 | 2015 | ||
|---|---|---|---|---|---|---|---|
| Equity - Group's share | 27.93 | 27.61 | 23.00 | 11.48 | 16.63 | ||
| EBITDA | 4.93 | 2.96 | 2.38 | 2.79 | |||
| REBITDA | 5.59 | 3.76 | 2.77 | 3.15 | |||
| EBIT | 2.75 | 0.45 | 1.21 | 1.76 | |||
| REBIT | 4.30 | 2.23 | 2.14 | 2.53 | |||
| Net result RMG | 1.15 | -0.14 | -4.64 | -11.41 | |||
| Net result RMG after dilution | 1.14 | -0.14 | -4.64 | -11.41 | |||
| Current net result of the consolidated companies | 2.43 | 1.31 | 1.47 | 1.56 | |||
| Gross dividend | 0.35 | 0.00 | 0.00 | 0.00 | |||
| Price/Earnings (P/E) (2) | 6.01 | 7.89 | 7.32 | 7.87 | |||
| Number of shares at 31/12 | 13,141,123 13,141,123 13,141,123 13,141,123 13,141,123 | ||||||
| Weighted average number of shares | 12,577,676 12,483,273 12,483,273 12,483,273 12,486,031 | ||||||
| Weighted average number of shares after dilution | 12,623,093 12,483,273 12,483,273 12,483,273 12,517,300 | ||||||
| Highest share price | 29.79 | 18.00 | 14.50 | 14.30 | |||
| Share price at year-end | 14.60 | 10.32 | 10.77 | 12.25 | |||
| Market capitalisation in million EUR at 31/12 | 191.86 | 135.62 | 141.53 | 160.98 | 321.96 | ||
| Yearly volume in million EUR | 41.89 | 11.41 | 7.98 | 6.00 | |||
| Yearly volume in number | 1,942,961 | 845,362 | 662,284 | 489,755 | 1,516,330 | ||
(*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations.
(1) On the basis of the weighted average number of shares. (2) Earnings = current net profit of the consolidated companies.
| Printed Media | ||||||
|---|---|---|---|---|---|---|
| in thousands of euros | 2011 | 2012 | 2013 (*) | 2014 | 2015 | Trend |
| Sales | 554,925 | 541,693 | 327,992 | 319,491 | 308,130 | -3.6% |
| EBITDA (1) | 30,525 | 14,884 | 19,743 | 22,647 | 18,821 | -16.9% |
| EBITDA - margin | 5.5% | 2.8% | 6.0% | 7.1% | 6.1% | |
| EBIT (2) | 8,069 | -8,959 | 4,858 | 8,612 | 16,281 | +89.1% |
| EBIT - margin | 1.5% | -1.6% | 1.5% | 2.7% | 5.3% | |
| Net finance costs | -6,952 | -8,485 | -6,988 | -6,438 | -5,303 | -17.6% |
| Operating result after net finance costs | 1,174 | -17,421 | -2,130 | 2,174 | 10,978 | +405.0% |
| Income taxes | -3,722 | 2,799 | 551 | -4,505 | 44,639 | |
| Net result from continuing operations | -2,605 | -14,645 | -1,579 | -2,331 | 55,617 +2,485.8% | |
| Result from discontinued operations | -68,269 -155,236 | -7,770 | +95.0% | |||
| Attributable to minority interests | 312 | -449 | -388 | -50 | -126 | +150.6% |
| Attributable to equity holders of RMG | -2,917 | -14,196 | -69,461 -157,517 | 47,973 | +130.5% | |
| Net result attributable to equity holders of RMG - margin |
-0.5% | -2.6% | -13.5% | -21.2% | 15.6% | |
| REBITDA (3) | 36,519 | 22,274 | 22,009 | 25,890 | 30,639 | +18.3% |
| REBITDA - margin | 6.6% | 4.1% | 6.7% | 8.1% | 9.9% | |
| REBIT (4) | 25,506 | 9,501 | 13,759 | 17,797 | 21,708 | +22.0% |
| REBIT - margin | 4.6% | 1.8% | 4.2% | 5.6% | 7.0% | |
| Current net result of the consolidated companies (5) | 11,530 | 1,357 | 4,299 | 3,664 | 11,416 | +211.5% |
| Current net result of the consolidated companies - margin |
2.1% | 0.3% | 1.3% | 1.1% | 3.7% |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations.
(1) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.
(2) EBIT = operating result, including the share in the result of associates and joint ventures.
| Printed Media | |
|---|---|
Following unaudited key figures were calculated on the basis of audited figures.
(3) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs.
(4) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions.
(5) Current net result = net result of the Group + impairment losses + restructuring costs net of taxes.
025
2015 024
*Excluding dormant companies (= not trading or in liquidation): Himalaya, Roularta Media Nederland, Living & More Verlag, Mestne Revije and Vogue Trading Video
1. Xavier Bouckaert CEO I 2. Philippe Belpaire Director National Advertising I 3. Jos Grobben Director Magazines I 4. Jan Cattrysse Director Administration I 5. Erwin Danis Director Premedia I 6. Katrien De Nolf Director Human Resources I 7. William De Nolf Director New Media I 8. Stefaan Vermeersch Director Newspapers I 9. William Metsu Director Printing I 10. Jeroen Mouton Financial Director I 11. Willem Vandenameele Director IT I 12. Sophie Van Iseghem Secretary-General I 13. Luk Wynants Director Local Media
8
9
029
ANNUAL REPORT 2015 028
• the annual report gives a true and fair view of the development, the results and the position of Roularta Media Group NV and the consolidated companies, as well as a description of the main risks and uncertainties they are faced with.
Xavier Bouckaert, CEO | Rik De Nolf, Chairman
to the ordinary general meeting of shareholders of 17 May 2016 concerning the consolidated financial statements for the period ended 31 December 2015
This annual report should be read in conjunction with the audited financial statements of Roularta Media Group NV (hereinafter 'the Group') and the accompa nying notes. These consolidated financial statements were approved by the board of directors on 11 April 2016. Roularta Media Group, with its registered offices at 8800 Roeselare, Meiboomlaan 33, has been listed on Euronext Brussels since 1998. Roularta Media Group operated in 2015 in the media business, in particular in magazines and newspapers (paid and free press), radio and TV, internet, line extensions, exhibitions and graphic production. Roularta Media Group is organ ised into two divisions, Printed Media and Audiovisual Media. Each of these two divisions includes a wide range of activities, which are centralised in a number of different departments, depending on their pur pose as a product or offered service. Roularta Media Group's Printed Media division distinguishes itself from its competitors with a number of strong brands like De Streekkrant, De Zondag, Knack, Trends and Le Vif/L'Express. In the audiovisual sector Roularta Media Group is the 50% owner of the shares of Medialaan, which operates in Belgium in radio (Qmusic and JOE fm) and television (VTM, 2BE, VTMKZOOM, KADET and Vitaya).
The consolidated financial statements have been pre pared in accordance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) and with the inter pretations issued by the IASB's International Financial Reporting Interpretation Committee (IFRIC), which have been ratified by the European Commission.
The consolidated financial statements give a gen eral overview of the Group's activities and the results obtained. They give a true and fair view of the entity's financial position, financial performance and cash flows, and have been prepared on the assumption that continuity is guaranteed.
• The sale of Groupe Express-Roulata SA (subsidia ries included) on 9 June 2015.
• The simplification of the group structure by carrying out a merger of twelve subsidiaries(1) with Roularta Media Group NV on 29 June 2015.
• An increased investment in Proxistore NV from 35.87% to 50.00%, due to the exercise of its option to purchase shares.
• The founding of Roularta Services France SARL on 29 September 2015.
• The acquisition of 65% of the shares of Store square NV on 29 October 2015.
• The acquisition of the remaining shares (50%) in Himalaya NV on 19 November 2015.
• The sale of Idéat Editions SA (subsidia ries included), and Aventin Immobilier SCI on 31 December 2015.
• The sale of the Serbian company City Magazine Roularta d.o.o. on 31 December 2015.
• The merger between Medialaan NV and Media Ad Infinitum NV on 31 December 2015.
(1) Biblo NV, Euro DB NV, Le Vif Magazine SA, New Bizz Partners NV, Press News NV, Regie De Weekkrant NV, Roularta Business Leads NV, Roularta IT-Solutions NV, Roularta Printing NV, Roularta Publishing NV, West-Vlaamse Media Groep NV, and De Streekkrant-De Weekkrantgroep NV
| Income statent | in thousands of euros | 31/12/2015 | 31/12/2014 | Trend |
|---|---|---|---|---|
| Sales | 290,226 | 299,569 | -3.1% | |
| Adjusted sales (1) | 290,000 | 299,569 | -3.2% | |
| REBITDA (2) | 47,786 | 39,339 | +21.5% | |
| REBITDA - margin | 16.5% | 13.1% | ||
| EBITDA (3) | 33,598 | 34,871 | -3.7% | |
| EBITDA - margin | 11.6% | 11.6% | ||
| REBIT (4) | 39,160 | 31,619 | +23.8% | |
| REBIT - margin | 13.5% | 10.6% | ||
| EBIT (5) | 31,363 | 21,930 | +43.0% | |
| EBIT - margin | 10.8% | 7.3% | ||
| Net finance costs | -5,441 | -6,728 | -19.1% | |
| Operating result after net finance costs | 25,922 | 15,202 | +70.5% | |
| Current operating result after net finance costs | 33,782 | 24,891 | +35.7% | |
| Income taxes | 46,089 | -2,492 | ||
| Net result from continuing operations | 72,011 | 12,710 | +466.6% | |
| Result from discontinued operations | -7,770 | -155,237 | +95.0% | |
| Attributable to minority interests | -127 | -50 | +154.0% | |
| Attributable to equity holders of RMG | 64,368 | -142,477 | +145.2% | |
| Net result attributable to equity holders of RMG - margin | 22.2% | -47.6% | ||
| Current net result of the consolidated companies | 30,230 | 19,435 | +55.5% | |
| Current net result of the consolidated companies - margin | 10.4% | 6.5% | ||
| Balance sheet | 31/12/2015 | 31/12/2014 | Trend | |
| Non-current assets | 319,007 | 271,777 | +17.4% | |
| Current assets | 130,674 | 261,377 | -50.0% | |
| Balance sheet total | 449,681 | 533,154 | -15.7% | |
| Equity - Group's share | 207,649 | 143,277 | +44.9% | |
| Equity - minority interests | 1,868 | 2,475 | -24.5% | |
| Liabilities | 240,164 | 387,402 | -38.0% | |
| Liquidity (6) | 1.1 | 1.2 | -8.3% | |
| Solvency (7) | 46.6% | 27.3% | +70.7% | |
| Net financial debt | 75,680 | 82,027 | -7.7% | |
| Gearing (8) | 36.1% | 56.3% | -35.9% |
(1) Adjusted sales = like-for-like, i.e. adjusted for changes in the consolidation scope.
(2) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs.
(3) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.
(4) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions.
(5) EBIT = operating result, including the share in the result of associates and joint ventures.
(6) Liquidity = current assets / current liabilities.
(7) Solvency = equity (Group's share + minority interests) / balance sheet total.
(8) Gearing = net financial debt / equity (Group's share + minority interests).
For 2015 as a whole, Roularta Media Group records a 21.5% increase in current operating cash flow (REBITDA).
Group sales are stable, reducing slightly (-3.1%) from EUR 300 to 290 million while current result increases by 55.5% (from EUR 19.4 to 30.2 million).
The net result of the continued activities is EUR 72.0 million. This figure is positively impacted by the recognition of EUR 47.8 million of deferred tax assets, based on the expected fiscal results of Roularta Media Group NV over the next 5 years.
Roularta ends 2015 with a 23.8% increase in REBIT.
In 2015 Roularta Media Group achieves a combined sales figure of EUR 471.0 million, versus EUR 476.9 million in 2014. This represents a decrease in sales of 1.2%.
The sales at Audiovisual Media increase by 3.4%, but decrease by 3.6% at Printed Media.
| Division | 31/12/2015 31/12/2014 | Trend | |
|---|---|---|---|
| Printed Media | 308,130 | 319,491 | -3.6% |
| Audiovisual Media | 164,096 | 158,712 | +3.4% |
| Intersegment sales |
-1,199 | -1,292 | |
| Combined sales | 471,027 | 476,911 | -1.2% |
Printed Media The sales of the Printed Media division, that is local media, newspapers and magazines together, decline with 3.6% in 2015 to EUR 308.1 million.
Current operating cash flow (REBITDA) increases from EUR 25.9 million to EUR 30.6 million (+18.3%). Operating cash flow (EBITDA) decreases from EUR 22.6 million to EUR 18.8 million. Non-recurring and restructuring costs were recorded.
5.1%
033
ANNUAL REPORT 2015 032
Current operating result (REBIT) is EUR 21.7 million compared with EUR 17.8 million in 2014. Operating result (EBIT) rises from EUR 8.6 million to EUR 16.3 million.
The net result of the division Printed Media, attributable to equity holders of RMG, is a profit of EUR
48.0 million in 2015 as against a loss of EUR 157.5 million in 2014, while current net result grows from EUR 3.7 to 11.4 million.
Sales by the Audiovisual Media division increase from EUR 158.7 to 164.1 million (+3.4%).
Current operating cash flow (REBITDA) grows from EUR 29.9 million to EUR 33.1 million. Operating cash flow (EBITDA) rises from EUR 29.5 million to EUR 31.9 million (+8.4%).
Current operating result (REBIT) increases from EUR 25.0 to 27.9 million and operating result (EBIT) increases from EUR 23.9 to 24.3 million. This gives a REBIT margin of 17.0% compared with 15.8% in 2014.
The net result of the division Audiovisual Media amounts to EUR 16.4 million in 2015 compared with EUR 15.0 million in 2014, while current net result is up by 19.3% from EUR 15.8 to 18.8 million.
Equity at 31 December 2015 is EUR 209.5 million compared to EUR 145.8 million at 31 December 2014. The primary reason for this change is the positive result of 2015 (EUR 64.4 million).
At 31 December 2015, net financial debt amounts to EUR 75.7 million. This gives a net financial debt/ EBITDA ratio of 2.25.
Total investments amount in 2015 to EUR 6.9 million, of which EUR 3.3 million in intangible assets (mainly software), EUR 2.3 million in tangible assets and EUR 1.3 million in acquisitions. The latter mainly relates to an additional investment in Proxistore NV and the 65% stake in the capital of Storesquare NV.
Since the end of the financial year the following main events have occurred:
Otherwise no major events have occurred which significantly affect the results and the financial position of the company.
We do not foresee any notable circumstances that can significantly influence the future development of Roularta Media Group.
As a multimedia company Roularta Media Group operates in various high-tech sectors. Within these it is constantly seeking new opportunities, with a reputation as a major innovator.
Roularta Media Group attaches paramount importance to research and development. These efforts obviously benefit the Group's own internal operating processes, but in many cases also drive fundamental market developments.
For a detailed description of research and development, we refer to the chapter 'Roularta as technological innovator' in the 2015 annual report.
The Group uses exchange rate contracts to hedge the risk of changes in the fair market value of a recognised asset or liability, or an unrecognised definite commitment, within the scope of its commercial activities. These contracts are regarded as fair value hedges as defined in International Accounting Standard (IAS) 39; they have been stated at market value and booked as current assets or short-term liabilities under the 'financial derivatives' heading.
To hedge risks with respect to adverse interest rate fluctuations, the Group uses financial instruments, namely Interest Rate Swap (IRS) contracts. In accordance with the requirements defined in IAS 39, some of the contracts were regarded as cash flow hedging contracts. Market values of these contracts are recognised directly in equity. The other contracts are not regarded as hedging contracts under the conditions set forth in IAS 39. Fluctuations of market values of these contracts are recognised in the income statement.
Please refer to the chapter Environment, Prevention and Well-being in the 2015 annual report.
As at 31 December 2015, the Group has 1,364 full-time equivalent (FTE) employees, compared with 1,393 full-time equivalent (FTE) employees the previous year. These figures exclude joint ventures.
Including the pro rata share of Roularta in the joint ventures, the Group has 1,835 full-time equivalent (FTE) employees at 31 December 2015.
Changes in general, global or regional economic conditions or economic conditions in areas where the Group operates and which could impact consumers' consumption patterns, can negatively impact the Group's operating results.
Risks relating to market developments The media market is constantly changing. The profit generated by the Group is largely determined by the advertising market, the readers market and viewing and listening figures.
The Group tracks market developments in the media world so that it can capitalise at all times on changes and new trends in the environment in which the company operates. Thanks to the Group's multimedia offer, it can suitably respond to a shift in focus in the advertising world and on the part of its readership from one form of media to another.
The Group may be faced with unfavourable market conditions or unfavourable competitive developments.
The various costs that to a large extent determine the total cost in the Printed Media division, such as printing, distribution, staff, and promotion costs, can fluctuate according to the economic situation.
The evolution of international paper prices is uncertain and may adversely affect the business, operating results and/or financial position of the Group if price increases cannot be passed on in time to its customers. To manage the paper price risk, the Group concludes periodical contracts for newspaper and for magazine paper.
Disturbances or disruptions of the IT system The Group is exposed to potential disturbances or disruptions in its computer systems.
Computer systems are a central part of the Group's business. A disturbance in the Group's computer systems due to malfunctioning, malicious attacks, viruses or other factors could seriously impact various aspects of its activities, including but not limited to sales, customer service and administration. Computer system disturbances can have an adverse effect on the Group's activities or operating results. To date, the company has not experienced substantial problems with its computer systems. Year after year the Group invests substantial means to optimise its IT systems and to reduce possible disturbances.
Risks associated with intellectual property The enforcement of intellectual property rights is costly and uncertain. The Group can not guarantee that it will be successful in preventing abuse of its intellectual property rights.
Risk of reduced brand recognition or negative brand image
The Group's position could be significantly adversely affected if brand recognition were significantly to reduce or if the Group's leading brands, publications and products were to suffer reputational
damage.
Risk of non-renewal of licences for TV and
radio activities The Group has the necessary approvals for undertaking its radio and television activities in Belgium. An inability to extend these could potentially negatively impact the Group's financial position and/or results.
035
DIRECTORS ' REPORT
In takeover situations, the Group is exposed to risks related to the integration of the entities acquired.
The Group needs to develop new applications on an ongoing basis. Without this, it runs the risk of fall ing behind its competitors and being unable to catch up again, which could negatively impact the Group's financial position and/or results.
The Group is exposed to a currency risk with respect to the USD. The identified currency risks relate to the (expected) purchases in USD in the Audiovisual Media segment and to activities outside the eurozone. In addition, the Group incurs to a certain extent foreign currency risks related to its operational activities.
With regard to the purchases and the firm com mitments to purchase film rights in USD in the Audiovisual Media segment, the Group uses foreign exchange contracts to hedge the risk of changes in the fair value of a recognised asset or liability, or a non-recognised definite undertaking in the context of its commercial activities.
Despite these foreign exchange contracts, fluctua tions in the USD can have a limited impact on the Group's operating results.
The Group's level of debt and the related interest expense can have a major influence on the Group's result and/or the financial position. In order to hedge the risks of unfavourable interest rate fluctuations the Group uses financial instruments.
The Group is exposed to the credit risk on its customers, which could lead to credit losses. To control this credit risk, credit investigations are performed on customers which request major credit facilities. Where the outcome is negative, credit is refused or restricted.
In addition, the Group also uses trade finance instru ments, such as letters of credit, to cover part of its credit risk and credit insurances are concluded for a small percentage of foreign clients of the printing works.
There is no significant concentration of credit risks with a single counterparty.
Despite the Group's intention of limiting its credit risk, it can face a deterioration of the creditwor thiness of its customers. Any failure to conclude a credit insurance policy with respect to certain customers can have a material adverse effect on the Group's business, financial condition and/or results.
The company's lenders, the lenders of the con vertible debenture not included, have imposed covenants relating to the debt ratio (net finan cial debt/EBITDA), interest coverage (EBITDA/net finance costs), gearing (net debt/equity), solvency and dividends.
Any breach of covenants could lead to the Group's financial debts being immediately due and payable.
The Group's indebtedness and the restrictions agreed upon in the financing agreements may adversely affect the Group's liquidity position.
The Group expects to meet its obligations through operating cash flows. In addition, the Group has various short-term credit lines that form an addi tional working capital buffer. There is for these credit facilities by the lenders no specific maturity guaranteed.
The Group is constantly seeking to optimise its capital structure (mix of debt and equity). The main objective of the capital structure is to maximise shareholder value while maintaining the desired financial flexibility for implementing strategic projects.
Risks relating to possible impairments of goodwill and tangible and intangible fixed assets
An impairment loss is recognised when the book value of an asset, or the cash-generating unit to which the asset belongs, is higher than the recoverable amount. This recoverable amount is determined on the basis of business plans prepared by management and approved by the board of directors. The Group points to the sensitive nature of these business plans. When, owing to market circumstances, the assumptions contained in the aforementioned business plans cannot be achieved, impairments are recognised in the profit and loss account, with an effect on the net income and share holders' equity of the Group.
A detailed description of the impairment tests, including sensitivity, is included in Note 15 to the consolidated financial statements.
Risks relating to legislation and arbitration The Group is involved in a number of disputes, currently pending. For these disputes, mostly provi sions were set up. The Group can not guarantee that it will not in future face material litigation by third parties in relation to published articles, other forms of communication and more in general the activities of the Group.
A detailed description of the most important pending disputes is included in Note 26 to the consolidated financial statements.
Roeselare, 11 April 2016
The Board of Directors
037
ANNUAL REPORT 2015 036
DIRECTORS' REPORT
As a multimedia company Roularta Media Group sets out to create value for its readers, viewers, listeners, advertising customers, employees and shareholders.
In the light of this task, Roularta Media Group NV, as a listed Belgian company, subscribes to the Belgian Corporate Governance Code (2009) as its reference code. This forms the basis for its own Corporate Governance Charter, which is published on the company's website (www.roularta.be/en/ investor-info). The Charter sets out in an exhaustive and transparent fashion how Roularta Media Group is governed and how account for this governance is rendered. The Corporate Governance Charter of NV Roularta Media Group was approved by the board of directors and is regularly updated.
The board believes that observing as closely as possible the principles set out in the Charter will lead to more efficient, more transparent governance and better risk management and control of the company. Roularta Media Group's aim in so doing is to maximise value for its shareholders, its stakeholders and its institutional investors.
Enterprise Risk Management
Roularta Media Group has set up a risk assessment and internal control system in line with the requirements of the 2009 Belgian Corporate Governance Code.
The internal control of Roularta Media Group is based on the COSO ERM model (version 1) and is designed to provide reasonable assurance regarding the achievement of the objectives of the company. This implies, among other things, recognising and managing both operational and financial risks, compliance with laws and regulations, and monitoring reporting.
The Roularta Media Group organisational culture allows for decentralised operating. Executives and managers are to a large extent responsible for providing operational management. Decentralised control implies, among other things, maintaining continuous watch over risk.
A key element in risk management is the annual budget exercise, consisting of multiple consultations and discussions on business risks, the strategy, business plans and intended results. The final result is a set of objectives and targets, together with projects which should contribute to the better management or control of risks.
Continuous automation with built-in controls Many processes within Roularta Media Group are automated. An important component of automation consists of risk management with a focus on accuracy, completeness, consistency, timeliness and authentication/authorisation of information.
Continuous monitoring, primarily on the basis of built-in controls in a highly automated operational environment, ensures the prevention or timely detection of potential risks. The security of IT systems is crucial in this. Particular attention is paid here to:
[*] Part of the annual report of the board of directors.
1
3
HR tools to support operational functioning Besides IT-technical control, operational risk management is mainly characterised by the following measures:
Environment with a focus on financial controls and reporting
Risk management in terms of financial reporting consists primarily of:
Internal audit as an engine for risk management
2 benefit.
At the initiative of the audit committee, work has begun on developing a risk management system, based on the KAPLAN method. The internal auditor is responsible for developing and monitoring this risk management system.
The tool of choice for managing risks in a structured way is internal audits. In a process approach, risks are identified during an internal audit and then analysed. This risk assessment leads to the formulation of a certain number of management measures that are then submitted to the business unit manager concerned. In consultation it is then determined which control measures are feasible and should be implemented by priority.
Following the aforementioned KAPLAN method, the identified risks are divided into three types:
3 Type description:
ing categories:
039
Ultimately, each risk is evaluated for both its probability of occurrence and its impact:
Pentana, an audit software, is used for effectively managing the identified risks. From here, a report is prepared at the end of each internal audit. Each such report includes an action plan of the various action points to be implemented. Progress in the implementation of the listed action points is monitored in periodic follow-up meetings.
Roularta Media Group has, since 1 September 2015 a new internal auditor, Mr Philippe Buysens.
The capital of the company amounted to EUR 80,000,000.00 and is represented by 13,141,123 similar shares with the same rights.
The shareholding structure is as follows:
(1) The Comm.VA Koinon and the S.A. West Investment Holding, in their capacity as persons acting in concert who have concluded an agreement concerning the possession, the acquisition and transfer of shares, have made a definitive notification.
(2) The Comm.VA Koinon has, since the notification, acquired a further 204,133 Roularta shares. No threshold has, however, been exceeded, and no corresponding notification made.
All treasury shares held in portfolio by the company have no voting rights as long as they remain in the treasury portfolio.
Each share entitles its holder to one vote, under Article 33 of the articles of association, on the understanding that no one person may vote at the general meeting in respect of more than thirty-five per cent (35%) of the number of votes attached to all the shares issued by the company. Several shareholders whose securities, according to the criteria laid down in Article 6 § 2 of the Law of 2 May 2007 on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market, are joined together, cannot vote, either, at the general meeting, in respect of more than thirty-five per cent (35%) of the number of votes attached to all the shares issued by the company. The restrictions do not, however, apply if the vote relates to an amendment of the articles of association of the company or to decisions for which, under the Companies Code, a special majority is required.
| Date of notification |
Number of shares |
% | |
|---|---|---|---|
| Koinon Comm.VA (1) | (2) 02/07/2015 7,577,010 57.66% |
||
| S.A. West Investment Holding (1) |
02/07/2015 2,022,136 15.39% | ||
| Bestinver Gestión S.G.I.I.C. S.A. |
02/03/2015 1,306,190 | 9.94% | |
| Treasury shares | 641,150 | 4.88% | |
| Individual and institutional investors |
1,594,637 12.13% |
A shareholder agreement has been concluded between shareholders Comm.VA Koinon and S.A. West Investment Holding, restricting the transfer of securities.
The articles of association and the Corporate Governance Charter of Roularta Media Group include specific provisions on the (re)appointment, training and evaluation of directors. Directors are appointed for a maximum period of four years by the general meeting of shareholders, that can remove them at any time. A resolution to appoint or dismiss requires a simple majority of votes. Should a directorship fall prematurely vacant, the remaining directors can themselves appoint (co-opt) a new director. In this case, the next general meeting proceeds to the final appointment.
The articles of association of NV Roularta Media Group give Comm.VA Koinon a binding right of nomination. Based on this nomination right, the majority of the directors are appointed from candidates put forward by Comm.VA Koinon as long as the latter holds, directly or indirectly, at least thirty-five percent of the shares of the company.
Decisions to amend the articles of association are subject to special quorum and majority requirements. Any decision to amend the articles of association requires the presence, in person or by proxy, of shareholders representing at least half of the share capital and the approval of at least three fourths of the capital present or represented at the meeting. If the quorum is not met, then a second meeting must be convened, at which the quorum requirement does not apply. The requirement of a special majority remains, however.
The board of directors is expressly authorised, in the case of public takeover bids on securities of the company, to increase the share capital within the limits provided by Article 607 of the Companies Code by issuing shares not exceeding 10% of the existing shares at the time of such public bid. This authorisation was granted by the extraordinary general meeting of 20 May 2014 for a term of three years.
The company may acquire, divest or pledge its own shares, profit certificates or other certificates relating hereto, to the extent that the relevant statutory provisions are complied with. The board of directors is expressly authorised, without a resolution of the general assembly, to acquire and hold its own shares if necessary to avoid imminent and serious harm to the company. This authorisation was granted by the extraordinary general meeting of 19 May 2015 for a period of three years, starting on 15 June 2015, being the date of publication in the annexes to the Belgian Official Gazette of the authorisation, and may be renewed.
Following condition 6 (c) (redemption at the option of the bondholders in the event of change of control) contained in the Prospectus dated 18 September 2012 relating to the issuance of bonds: each bondholder has the option to request repayment of all or part of his bonds in the event of a change of control of Roularta Media Group.
In the context of the Law of 1 April 2007 concerning public takeover bids, Comm.VA Koinon, as the direct holder of 7,372,877 shares, updated its registration with the FSMA on 25 August 2014 pursuant to Article 74 § 6 of the above-mentioned law.
Comm.VA Koinon is a subsidiary of the Stichting Administratiekantoor Cerveteri, which is controlled by Mr Rik De Nolf.
Board of directors
The board of directors of NV Roularta Media Group has nine members:
• Baron Hugo Vandamme, permanent representative of NV HRV (2018), non-executive director and chairman of the board.
• Five directors representing the reference shareholder, in accordance with the proposal rights under the articles of association, Mr Rik De Nolf, permanent representative of Comm.VA Koinon (2018), Ms Lieve Claeys (2018), Ms Caroline De Nolf, permanent representative of NV Verana (2016), Mr Joris Claeys, permanent representative of NV De Meiboom (2018) and Mr Francis De Nolf, permanent representative of NV Alauda (2019).
• Three independent directors, all of whom hold executive corporate functions:
» Mr Carel Bikkers, permanent representative of BV Carolus Panifex Holding (2018), has for the past nine years headed up the Dutch media group Audax, a multifaceted organisation that is involved in the broadest sense of the term with the publishing, distribution and retailing of media and related products. Prior to this Mr Carel Bikkers worked as general manager of Kwik-Fit Europe BV, Europe's largest car service chain.
» Mr Koen Dejonckheere, permanent representative of NV Invest at Value (2018)
Mr Koen Dejonckheere was appointed Chief Executive Officer of Gimv in 2008. Before, he was Managing Director and head of Corporate Finance at KBC Securities. Previously, Mr Koen Dejonckheere worked for Nesbic, Halder, Price Waterhouse Corporate Finance Europe and the BBL. Mr Koen Dejonckheere has extensive experience as a dealmaker in investment banking and private equity in Belgium and abroad.
» Mr Marc Verhamme, permanent representative of SPRL Mandatum (2018), was until 1994 CEO of the North and North-West European fresh produce division of Danone. Mr Marc Verhamme is today an industrialist and owns a number of SMEs producing organic food products like yoghurt and fresh cheese,... with brands such as MIK and Pur Natur.
As of 1 January 2016 the following changes were made to the board of directors of NV Roularta Media Group. Mr Rik De Nolf was succeeded as managing director of Roularta Media Group by Mr Xavier
041
ANNUAL REPORT 2015 040
Bouckaert, who was appointed the new permanent representative of Comm.VA Koinon. Mr Rik De Nolf was co-opted as director and executive chairman of the board of directors, replacing Mr Hugo Vandamme (permanent representative of NV HRV). Mr Hugo Vandamme was awarded the title of honorary chairman of the board of directors.
The Corporate Governance Code recommends that the board of directors be chaired by a non-executive director. Deviations from this recommendation need to be set out according to the 'comply or explain' rule. Roularta Media Group has indeed chosen to deviate from this recommendation by assigning the role of chairman to an executive director. Given the transformation phase that the media world has been experiencing since the arrival of the internet, it is important that Mr Rik De Nolf remain active in the executive management committee as a sounding board and advisor, but without participating in the decision-making. The chairman's responsibilities include preparing strategic discussions and decisions by the board of directors. The chairman will be responsible for the Group's external communications and investor relations.
RMG is convinced that the active role given to the chairman will facilitate communication between the board and the executive management and will generally contribute to the proper functioning of the company.
During 2016 the necessary efforts will be made to ensure that, by 1 January 2017, the company complies with the legal criteria for gender diversity.
The term of office of Ms Caroline De Nolf, permanent representative of NV Verana, expires at the general meeting of 17 May 2016 and the co-opting of Mr Rik De Nolf as a director, replacing HRV NV, permanently represented by Mr Hugo Vandamme, needs to be ratified.
On the advice of the appointments and remuneration committee a recommendation will be made to the upcoming general meeting to:
The board of directors met six times during 2015 to discuss the company's results, the Group's multiannual plan and the following year's budget.
Attendance of individual board members in 2015:
| Executive director and CEO | |
|---|---|
| Rik De Nolf | 6 |
| Non-executive directors | |
| Lieve Claeys | 6 |
| Francis De Nolf | 6 |
| Baron Hugo Vandamme, Chairman | 6 |
| Joris Claeys | 6 |
| Caroline De Nolf | 6 |
| Independent, non-executive directors | |
| Carel Bikkers | 6 |
| Koen Dejonckheere | 6 |
| Marc Verhamme | 6 |
During the past year there was also a meeting of the independent directors. For 2016, seven board meetings are planned.
The audit committee consists solely of independent directors. The expertise in accounting and auditing of Mr Carel Bikkers, chairman of the audit committee, is evident among other things from his former position as a senior manager of the Dutch media group Audax and from his board member/supervisor mandate in a number of Dutch companies.
The audit committee met four times in 2015. During these meetings the audit committee controlled the integrity of the financial information of the company, closely monitored the activities of the internal and external auditor, and where it deemed necessary, made recommendations in these respects to the board of directors.
At the invitation of the chairman, the audit committee was attended by the statutory auditor, the CEO, the chairman of the board of directors, the CFO and the internal auditor.
Attendance at audit committee meetings in 2015:
| Carel Bikkers, Chairman | 4 |
|---|---|
| Marc Verhamme | 3 |
Appointments and remuneration committee The board of directors has used the opportunity as provided in the Corporate Governance Code to establish a single, joint appointments and remuneration committee.
The appointments and remuneration committee consists solely of non-executive directors, including two independent directors, and has the necessary expertise in the area of remuneration policy.
The CEO and as from 1 January 2016 also the executive chairman of the board of directors participate in the meetings of the appointments and remuneration committee in an advisory capacity (cf. Article 526 quater of the Companies Code).
The HR director of the Group is also invited to attend the meetings of the appointments and remuneration committee.
The appointments and remuneration committee met two times during 2015. The main item on its agenda was: preparing the remuneration report and reviewing the remuneration and bonus policy of the executive management and the composition of the board of directors and its committees.
Attendance at appointments and remuneration committee meetings in 2015: Baron Hugo Vandamme 2
Carel Bikkers 2
Marc Verhamme, Chairman 2
Every year the board of directors undertakes a review, led by the chairman and assisted by the appointments and remuneration committee, of its size, composition, functioning and interaction with executive management. This assessment has four objectives: (i) assessing the operation of the board of directors; (ii) examining whether important issues are thoroughly prepared and discussed; (iii) assessing the actual contribution of each director to the activities of the board of directors, on the basis of his or her presence at board and committee meetings and his or her constructive involvement in discussions and decision-making; (iv) establishing a comparison between the current composition of the board of directors and the pre-defined desired composition of the same.
Every year the non-executive directors assess their interaction with senior management and, where appropriate, make proposals to the chairman of the board of directors for improving this interaction.
The contribution of each director is reviewed at regular intervals. In the event of a reappointment, the engagement and the effectiveness of the director is evaluated.
The executive management of Roularta Media Group consists of the executive management committee and the management team.
In the past year the following changes took place within the management team. Roularta Media Group said farewell in 2015 to two managers, Mr Eddy Brouckaert and Mr Hugues De Waele, who had reached retirement age. Mr Eddy Brouckaert was succeeded as Director Newspapers by Mr Stefaan Vermeersch.
Mr Xavier Bouckaert, who became CEO on 1 January 2016, is succeeded in the management team as Director Magazines by Mr Jos Grobben. Following the decision of CFO Jan Staelens to leave Roularta, his duties were undertaken on an interim basis during the past financial year by Ms Tilde Coppin. In May 2016 Mr Jeroen Mouton starts as CFO of the
Group.
There were in the course of the financial year no conflicts of interest of a financial nature giving rise to the application of Article 523 of the Companies
Code.
POLICY CONCERNING TRANSACTIONS AND OTHER CONTRACTUAL RELATION-SHIP BETWEEN THE COMPANY, INCLUD-ING AFFILIATED COMPANIES, AND ITS DIRECTORS AND MEMBERS OF THE EXECUTIVE MANAGEMENT NOT COVERED BY THE CONFLICT OF INTERESTS RULES
Taking into account the principles and guidelines contained in the Belgian Corporate Governance Code, the company has developed a policy on transactions and other contractual relationships
043
between the company, including affiliated companies, and its directors and members of the executive management not covered by the statutory conflict of interests rules.
A transaction or a contractual relationship of any kind is deemed to exist between the company and its directors and/or members of its executive management when:
The director or member of the executive management concerned shall provide the board with all possible relevant information relating to the conflict of interests. He or she shall refrain from participating in the discussion and decision-making on this agenda item.
The board of directors confirms that in the past year no such transactions have taken place and no situations have arisen giving rise to the application of the above procedure.
The protocol to avoid abuse of insider information prohibits directors, members of the management team, other members of staff or external persons employed by the company, who, by the nature of their function come into contact with confidential information, from trading, directly or indirectly, on the basis of insider information, in financial instruments issued by Roularta Media Group.
Annual remuneration of executive and non-executive directors
The starting point of the compensation and benefits policy for (executive and non-executive) management is the attraction and retention of qualified managers with the required background and experience in terms of the various elements of corporate policy. To achieve this starting point, the compensation and benefits policy is market competitive and takes into account the company's size and complexity using reference data where possible.
Non-executive directors and executive directors in their capacity as directors receive only a fixed remuneration as compensation for their membership of the board of directors and their attendance at the board meetings and the meetings of the committees of which they are members.
The level of directors' remuneration is determined taking into account their role as a normal director, their specific roles as chairman of the board, chair or member of a committee, as well as the resulting responsibilities and time demands.
Non-executive directors receive no performancerelated remuneration such as bonuses, long-term incentive programmes, benefits in kind or pension plans. Nor are options or warrants allotted to non-executive directors. There are no contributions to pensions or similar benefits for directors. The provisions concerning the remuneration of the non-executive directors apply equally to executive directors in their capacity as directors.
The chairman of the board of directors and the managing director were granted a fixed remuneration of EUR 100,000. The vice-chairman of the board receives a fixed remuneration of EUR 50,000. Each other board member receives a fixed remuneration of EUR 10,000, plus a fee per board meeting of EUR 2,500; members of board committees (the audit committee and the appointments and remuneration committee) receive an additional fee per meeting of EUR 2,500, the chairman of the audit committee an additional EUR 5,000 fee per meeting of this committee. The directors' remuneration policy will not be changed in the coming two financial years.
| Fixed Attend ance fee |
|||
|---|---|---|---|
| Hugo Vandamme permanent represen tative of NV HRV – Chairman of the board of directors |
Non executive |
EUR 100,000.00 |
_ |
| Fixed Attend ance fee |
|||
|---|---|---|---|
| Rik De Nolf permanent represen tative of Comm.VA Koinon – Managing Director |
Executive | EUR 100,000.00 |
_ |
| Marc Verhamme permanent represen tative of SPRL Manda tum – Vice-Chairman of the board of direc tors – member audit committee – Chair man appointments and remuneration committee |
Non executive |
EUR 50,000.00 |
_ |
| Carel Bikkers permanent represen tative of BV Carolus Panifex Holding – Chairman audit committee – member appointments and remuneration committee |
Non executive |
EUR 10,000.00 |
EUR 40,000.00 |
| Joris Claeys permanent representative of NV De Meiboom |
Non executive |
EUR 10,000.00 |
EUR 15,000.00 |
| Lieve Claeys | Non executive |
EUR 10,000.00 |
EUR 15,000.00 |
| Caroline De Nolf permanent represen tative of NV Verana |
Non executive |
EUR 10,000.00 |
EUR 15,000.00 |
| Francis De Nolf permanent represen tative of NV Alauda |
Non executive |
EUR 10,000.00 |
EUR 15,000.00 |
| Koen Dejonckheere permanent representative of NV Invest at Value |
Non executive |
EUR 10,000.00 |
EUR 15,000.00 |
The remuneration of the members of executive management is set by the board of directors based on the recommendation of the appointments and remuneration committee. The level and structure of the remuneration of the executive management need to enable the company to attract, retain and continually motivate qualified and skilled managers, taking into account the nature and scope of their individual responsibilities.
The amount and structure of the basic remuneration of the executive management is regularly reviewed for its compliance with market conditions by a specialist (international) salaries and benefits consultancy. The company is assuming that the remuneration policy for members of the executive management will remain unchanged for the next two years unless testing against market practice shows that changes are urgently needed.
In 2015, the remuneration policy of the members of the executive management did not change from that of previous years. The remuneration of the executive management consists of:
• basic remuneration in line with training, job content, experience and seniority;
• a performance bonus linked for 30% to the consolidated results of the Group and for 70% to the performance of the business unit for which the manager is responsible. Every year financial performance criteria are established for the year in question at the level of the consolidated Group results. At business unit level, financial or qualitative targets are set on an annual basis. At the end of the year it is determined, based on the established performance criteria, both quantitative and qualitative, whether and to what extent the bonus has been earned. The bonus may not exceed 20% to 25% of the basic annual salary of members of the executive management. The bonus is paid to the group insurance of the manager in question. A small portion of the bonus can be paid out in cash at the request of the manager concerned. There is no provision for a right of recovery in favour of the company in cases where variable remuneration has been given based on inaccurate financial data. Bonuses are awarded only after the close of the year and the requisite verification of the figures by the auditors. In this way the likelihood of paying a bonus based on inaccurate financial data is
negligible;
• a long-term incentive consisting of rights to acquire shares in Roularta Media Group. The option plans issued by the company each run for ten years, with exercise possible no earlier than the third calendar year after subscription;
• extra-legal ('fringe') benefits, consisting of a group insurance (employer's contribution is 3.75% of the annual remuneration), a company car with fuel card in accordance with the company's car policy, luncheon vouchers (employer's contribution of maximum EUR 6.91/day worked) and hospitalisation and disability insurance.
ANNUAL REPORT 2015
045
The CEO, Comm.VA Koinon with Mr Rik De Nolf as its permanent representative, received in 2015 a gross fixed remuneration of EUR 631,462.40. The remuneration package for the CEO does not include shares, share options, nor are the pension contributions included.
The other members of the executive management (executive management committee members and members of the management team) together received: • basic salaries of EUR 2,075,852.23;
In the table below you can find an overview of the stock options plans members of the executive management participated in, with their most significant terms including the exercise price and the expiration period.
In the course of 2015, 2,000 options granted to members of the executive management from an option plan dating back to 2002 were declared to have lapsed, with the expiration of the last exercise period. 4,500 options from the 2009 stock option plan with an exercise price of EUR 15.71 were exercised by members of the executive management during the year. In May, a new plan was issued in which the members of the executive management subscribed 40,750 new stock options.
Severance pay for executive managers
The severance pay for members of executive management is estimated on the basis of the Belgian employment law that applies, except for the managing director and the members of the executive management providing their services via management companies. For the managing director, the period of notice is 12 months, while for other members of executive management with self-employed status, notice periods (or severance pay in lieu) of between four and six months apply.
| Year of allotment |
Number of options allotted |
Exercice price (in EUR) |
First exercise period |
Last exercise period |
|---|---|---|---|---|
| 2006 | 79,500 | 53.53 | 01/01-31/12/2010 | 01/01-31/12/2021 |
| 2008 | 68,000 | 40.00 | 01/01-31/12/2012 | 01/01-31/12/2023 |
| 2009 | 79,500 | 15.71 | 01/01-31/12/2013 | 01/01-31/12/2019 |
| 2015 | 40,750 | 11.73 | 01/01-31/12/2019 | 01/01-31/12/2025 |
Overview stock options allotted to the executive management
| in thousands of euros | Note | 2015 | 2014 |
|---|---|---|---|
| in thousands of euros | Note | 2015 | 2014 | |
|---|---|---|---|---|
| Sales | 3 | 290,226 | 299,569 | |
| Own construction capitalised | 1,710 | 504 | ||
| Raw materials, consumables and goods for resale | -72,785 | -82,532 | ||
| Services and other goods | 4 | -102,880 | -105,335 | |
| Personnel | 5 | -91,839 | -93,112 | |
| Other operating income | 7 | 6,302 | 7,711 | |
| Other operating expenses | 7 | -12,654 | -7,174 | |
| Restructuring costs: costs | 8 | -3,535 | -2,777 | |
| Share in the result of associated companies and joint ventures | 17 | 19,053 | 18,017 | |
| Operating cash flow - EBITDA | 33,598 | 34,871 | ||
| Depreciation, write-down and provisions | -2,077 | -12,991 | ||
| Depreciation and write-down of intangible and tangible assets | -9,329 | -8,793 | ||
| Write-down of inventories and debtors | 6 | 914 | 564 | |
| Provisions | 8,556 | -4,762 | ||
| Impairment losses | -2,218 | 0 | ||
| Restructuring costs: provisions | 8 | -158 | 50 | |
| Operating result - EBIT | 31,363 | 21,930 | ||
| Financial income | 9 | 1,308 | 1,105 | |
| Financial expenses | 9 | -6,749 | -7,833 | |
| Operating result after net finance costs | 25,922 | 15,202 | ||
| Income taxes | 10 | 46,089 | -2,492 | |
| Net result from continuing operations | 72,011 | 12,710 | ||
| Result from discontinued operations | 11 | -7,770 | -155,237 | |
| Net result of the consolidated companies | 64,241 | -142,527 | ||
| Attributable to: | ||||
| Minority interests | -127 | -50 | ||
| Equity holders of Roularta Media Group | 64,368 | -142,477 |
047
ANNUAL REPORT 2015 046
| Earnings per share | in euros | Note | 2015 | 2014 |
|---|---|---|---|---|
| From continuing and discontinued operations | ||||
| Basic earnings per share | 13 | 5.16 | -11.41 | |
| Diluted earnings per share | 13 | 5.14 | -11.41 | |
| From continuing operations | ||||
| Basic earnings per share | 13 | 5.78 | 1.02 | |
| Diluted earnings per share | 13 | 5.76 | 1.02 |
| in thousands of euros | Note | 2015 | 2014 |
|---|---|---|---|
| Net result of the consolidated companies | 64,241 | -142,527 | |
| Other comprehensive income of the period | |||
| Other comprehensive income to be reclassified to profit or loss in subsequent periods: | |||
| Exchange differences | -34 | 13 | |
| Cash flow hedges | 32 | 0 | |
| Deferred taxes relating to other comprehensive income | 0 | ||
| Other comprehensive income not to be reclassified to profit or loss in subsequent periods: | |||
| Non-current employee benefits - actuarial gain / loss | -147 | -2,523 | |
| Deferred taxes relating to other comprehensive income | -76 | 330 | |
| Other comprehensive income of the period | -257 | -2,180 | |
| Total comprehensive income | 63,984 | -144,707 | |
| Attributable to: | |||
| Minority interests | -127 | -50 | |
| Equity holders of Roularta Media Group | 64,111 | -144,657 |
| ASSETS | in thousands of euros | Note | 2015 | 2014 |
|---|---|---|---|---|
| Non-current assets | 319,007 | 271,777 | ||
| Intangible assets | 15 | 86,158 | 87,629 | |
| Goodwill | 15 | 5 | 5 | |
| Property, plant and equipment | 16 | 57,025 | 60,923 | |
| Investments accounted for using the equity method | 17 | 120,735 | 117,333 | |
| Available-for-sale investments, loans, guarantees | 18 | 2,844 | 4,646 | |
| Trade and other receivables | 19 | 31,479 | 40 | |
| Deferred tax assets | 20 | 20,761 | 1,201 | |
| Current assets | 130,674 | 261,377 | ||
| Inventories | 21 | 5,464 | 6,154 | |
| Trade and other receivables | 19 | 81,867 | 66,130 | |
| Tax receivable | 390 | 547 | ||
| Short-term investments | 22 | 46 | 826 | |
| Cash and cash equivalents | 22 | 38,496 | 32,993 | |
| Deferred charges and accrued income | 4,411 | 2,794 | ||
| Assets held for sale | 12 | 0 | 151,933 | |
| Total assets | 449,681 | 533,154 | ||
| LIABILITIES | in thousands of euros | Note | 2015 | 2014 |
| Equity | 209,517 | 145,752 | ||
| Group's equity | 207,649 | 143,277 | ||
| Issued capital | 23 | 80,000 | 203,225 | |
| Treasury shares | 23 | -24,376 | -24,647 | |
| Retained earnings | 148,159 | -36,955 | ||
| Other reserves | 23 | 3,820 | 1,574 | |
| Translation differences | 46 | 80 | ||
| Minority interests | 1,868 | 2,475 | ||
| Non-current liabilities | 123,862 | 161,551 | ||
| Provisions | 25 | 8,417 | 16,836 | |
| Employee benefits | 27 | 3,527 | 4,193 | |
| Deferred tax liabilities | 20 | 521 | 27,125 | |
| Financial debts | 28 | 111,360 | 113,360 | |
| Other payables | 29 | 37 | 37 |
| in thousands of euros | Note | 2015 | 2014 | |
|---|---|---|---|---|
| Increase / decrease in current trade receivables | 8,590 | 17,693 | ||
| Increase / decrease in current other receivables and deferred charges and accrued income |
-7,726 | 10,256 | ||
| Increase / decrease in inventories | 547 | 1,208 | ||
| Increase / decrease in current trade payables | -20,744 | -22,541 | ||
| Increase / decrease in other current liabilities | -466 | -2,454 | ||
| Other increases / decreases in working capital (a) | -303 | 805 | ||
| Increase / decrease in working capital | -20,102 | 4,967 | ||
| Income taxes paid | -59 | -564 | ||
| Interest paid | -7,388 | -7,390 | ||
| Interest received | 1,290 | 1,164 | ||
| NET CASH FLOW RELATING TO OPERATING ACTIVITIES (A) | -2,594 | 20,728 | ||
| Cash flow relating to investing activities | ||||
| Intangible assets - acquisitions | 15 | -3,172 | -4,218 | |
| Tangible assets - acquisitions | 16 | -2,288 | -3,215 | |
| Intangible assets - other movements | -64 | -31 | ||
| Tangible assets - other movements | 1,415 | 85 | ANNUAL REPORT | |
| Net cash flow relating to acquisition of subsidiaries | 33 | -1,622 | -10,600 | 2015 |
| Net cash flow relating to disposal of subsidiaries | 34 | 12,782 | 637 | 049 |
| Net cash flow relating to loans to investments accounted for using the equity method |
-725 | |||
| Available-for-sale investments, loans, guarantees - acquisitions | 18 | -456 | ||
| Available-for-sale investments, loans, guarantees - other movements | 1,137 | -2,476 | ||
| Increase / decrease in short-term investments | 780 | 21,486 | ||
| NET CASH FLOW RELATING TO INVESTING ACTIVITIES (B) | 8,243 | 1,212 | ||
| ANNUAL REPORT | in thousands of euros | Note | 2015 | 2014 |
|---|---|---|---|---|
| 2015 | Cash flow relating to operating activities | |||
| 048 | Net result of the consolidated companies | 64,204 | -142,578 | |
| Share in the results of associated companies and joint ventures | 17 | -19,549 | -18,270 | |
| Income tax expense / income | 10 & 11 | -46,089 | -66,801 | |
| Interest expenses | 7,122 | 7,862 | ||
| Interest income (-) | -1,295 | -566 | ||
| Losses / gains on disposal of intangible assets and property, plant and equipment |
-678 | 242 | ||
| Losses / gains on disposal of business | 4,620 | -1 | ||
| Dividends received from associated companies and joint ventures | 16,667 | 22,264 | ||
| Non-cash items | -1,337 | 220,399 | ||
| Depreciation of (in)tangible assets | 15 & 16 | 9,339 | 10,705 | |
| Impairment losses | 15 | 2,218 | 215,615 | |
| Share-based payment expense | 5 | 16 | -438 | |
| Losses / gains on non-hedging derivatives | 9 | -293 | -558 | |
| Increase / decrease in provisions | -11,403 | -4,103 | ||
| Unrealised exchange loss / gain | -1 | 1 | ||
| Other non-cash items | -1,213 | -823 | ||
| Gross cash flow relating to operating activities | 23,665 | 22,551 |
| ASSETS | in thousands of euros | Note | 2015 | 2014 |
|---|---|---|---|---|
| Current liabilities | 116,302 | 225,851 | ||
| Financial debts | 28 | 2,862 | 2,486 | |
| Trade payables | 29 | 48,086 | 66,844 | |
| Advances received | 29 | 19,841 | 19,800 | |
| Employee benefits | 29 | 18,008 | 14,770 | |
| Taxes | 29 | 1,630 | 3,004 | |
| Other payables | 29 | 20,277 | 15,941 | |
| Financial derivatives | 32 | 0 | 293 | |
| Accrued charges and deferred income | 29 | 5,598 | 5,691 | |
| Liabilities directly associated with assets held for sale | 12 | 0 | 97,022 | |
| Total liabilities | 449,681 | 533,154 |
(a) Increases and decreases in non-current other payables, non-current trade payables, provisions, non-current employee benefits and accrued
charges and deferred income.
051
ANNUAL REPORT
| 2015 | in thousands of euros | Issued capital |
Treasury shares |
Retained earnings |
Other reserves |
Transla tion differ ences |
Minority interests |
Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance as of 01/01/2015 | 203,225 | -24,647 | -36,955 | 1,574 | 80 | 2,475 | 145,752 | |
| for the period | Total comprehensive income | 64,368 | -223 | -34 | -127 | 63,984 | ||
| Capital reduction (-) | -123,225 | 123,225 | 0 | |||||
| increase | Costs of issuance and equity | -8 | -8 | |||||
| Operations with own shares | 271 | 271 | ||||||
| ments | Recognition of share-based pay | 16 | 16 | |||||
| interests | Dividend paid to minority | -94 | -94 | |||||
| Other increase / decrease | -2,479 | 2,461 | -386 | -404 | ||||
| Balance as of 31/12/2015 | 80,000 | -24,376 | 148,159 | 3,820 | 46 | 1,868 | 209,517 |
| 2014 | in thousands of euros | Issued capital |
Treasury shares |
Retained earnings |
Other reserves |
Transla tion differ ences |
Minority | interests Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance as of 01/01/2014 (*) | 203,225 | -24,647 | 104,203 | 4,205 | 67 | 11,415 | 298,468 | |
| for the period | Total comprehensive income | -142,477 | -2,193 | 13 | -50 | -144,707 | ||
| ments | Recognition of share-based pay | -438 | -438 | |||||
| Other increase / decrease | 1,319 | -8,890 | -7,571 | |||||
| Balance as of 31/12/2014 | 203,225 | -24,647 | -36,955 | 1,574 | 80 | 2,475 | 145,752 |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements.
We refer to Note 23 for more details.
| in thousands of euros | Note | 2015 | 2014 | |
|---|---|---|---|---|
| Cash flow relating to financing activities | ||||
| Treasury shares | 271 | 0 | ||
| Other changes in equity | -89 | -153 | ||
| Proceeds from current financial debts | 834 | 0 | ||
| Redemption of current financial debts | -2,976 | -4,691 | ||
| Redemption of non-current financial debts | 0 | -4,055 | ||
| Decrease in non-current receivables | 54 | 0 | ||
| Increase in non-current receivables | 0 | -169 | ||
| NET CASH FLOW RELATING TO FINANCING ACTIVITIES (C) | -1,906 | -9,068 | ||
| TOTAL DECREASE / INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) | 3,743 | 12,872 | ||
| Cash and cash equivalents, beginning balance | 34,753 | 21,881 | ||
| Cash and cash equivalents, ending balance | 38,496 | 34,753 (*) | ||
| Net decrease / increase in cash and cash equivalents | 3,743 | 12,872 |
(*) Including cash and cash equivalents presented as assets held for sale, see Note 12.
Net cash flow from operating activities is -€ 2.6 million compared with € 20.7 million in 2014. Gross cash flow increased with € 1.1 million whereas the change in working capital (-€ 20.1 million, compared with +€ 5.0 million in 2014) also contributed to the overall decrease in net cash flow from operating activities. Net cash flow from investments amounted to +€ 8.2 million in 2015 compared with +€ 1.2 million in 2014, the increase being mostly due to receivables relating to disposal of subsidiaries in 2015, due to increased spending on acquisitions of subsidiaries in 2014 and due to change in short-term investments. Financing activities generated a net cash outflow of € 1.9 million compared to € 9.1 million in 2014. These outflows in 2015 en 2014 primarily result from repayments of short-term financial liabilities and in 2014 from long-term financial liabilities.
053
ANNUAL REPORT 2015 052
The consolidated financial statements are prepared in compliance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB), and with the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB approved by the European Commission.
The consolidated financial statements give a general overview of our Group's activities and the results achieved. They represent fairly, the financial position, financial performance and cash flows of the entity, and have been prepared on a going concern basis.
The consolidated financial statements were approved by the board of directors on 11 April 2016 and can be amended until the shareholders' meeting of 17 May 2016.
New and revised standards and interpretations
The application of those IFRS standards had no material effect on the 2015 consolidated financial statements of the Group.
The application of IFRIC 21 Levies has an impact on the Group's half-year reporting.
In addition to this the Group applied IFRS 5 Discontinued Operations in 2014 having a material effect on the consolidated financial statements of the Group (See Note 11 and 12).
The Group is currently assessing whether the application of IFRS 15 Revenue from Contracts with Customers will have an impact on its results from operations.
The new standard IFRS 16 Leases, which supersedes IAS 17 Leases and related interpretations, eliminates the classification of leases as either operating leases or finance leases for a lessee. Instead all leases are capitalised and accounted for in a similar way to finance leases under IAS 17, except shortterm leases and leases of low-value assets.
The Group does not expect the first application of the other amendments and new standards to significantly impact its financial statements.
The consolidated financial statements consolidate the financial information of Roularta Media Group NV, its subsidiaries and joint ventures, after elimination of all material transactions within the Group.
Subsidiaries are entities over which Roularta Media Group NV exercises control, which is the case when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. All intercompany transactions, balances with and unrealised gains on transactions between Group companies are eliminated; unrealised losses are also eliminated unless the impairment is permanent. Equity and net result attributable to non-controlling shareholders are shown separately in the balance sheet and income statement, respectively. Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.
Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity. When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between:
• the aggregate of the fair value of the consideration received and the fair value of any retained interest,
• the carrying amount of the assets (including goodwill), liabilities and any non-controlling interests of the subsidiary before its disposal.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the parent company acquires control until the date on which the control ceases.
The financial statements of subsidiaries are prepared for the same financial year as that of the parent company and using uniform accounting policies for like transactions and other events in similar circumstances.
Acquisitions of subsidiaries are accounted for by applying the purchase method.
A joint arrangement exists when Roularta Media Group NV has contractually agreed to share control with one or more other parties, which is the case only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint arrangement can be treated as a joint operation (i.e. Roularta Media Group NV has rights to the assets and obligations for the liabilities) or a joint venture (i.e. Roularta Media Group NV only has rights to the net assets).
Associates are companies in which Roularta Media Group NV, directly or indirectly, has a significant influence and which are neither subsidiaries nor joint arrangements. This is presumed if the Group holds at least 20% of the voting rights attaching to the shares.
The financial information included for these companies is prepared using the accounting policies of the Group. When the Group has acquired joint control in a joint venture or significant influence in an associate, the share in the acquired
055
ANNUAL REPORT 2015 054
assets, liabilities and contingent liabilities is initially remeasured to fair value at the acquisition date and accounted for using the equity method. Any excess of the purchase price over the fair value of the share in the assets, liabilities and contingent liabilities acquired, is recognised as goodwill. When the goodwill is negative, it is immediately recognised in profit or loss. Subsequently, the consolidated financial statements include the Group's share of the results of joint ventures and associates accounted for using the equity method until the date when joint control or significant influence ceases.
If the Group's share of the losses of a joint venture or associate exceeds the carrying amount of the investment, the investment is carried at nil value and recognition of additional losses is limited to the extent of the Group's commitment. Such additional accumulated losses are included in other provisions on the consolidated balance sheet.
Unrealised gains arising from transactions with joint ventures and associates are set against the investment in the joint venture or associate concerned to the extent of the Group's interest. The carrying amounts of investments in joint ventures and associates are reassessed if there are indications that the asset has been impaired or that impairment losses recognised in prior years have ceased to apply. The investments in joint ventures and associates in the balance sheet include the carrying amount of any related goodwill.
The share in the result of associates and joint ventures is presented as part of operating result of the Group.
The acquisition price (the consideration transferred in a business combination) is measured as the sum of the fair value at the acquisition date of the transferred assets, the liabilities incurred or assumed, and the equity interests issued by the acquirer. The purchase price also includes all assets and liabilities arising from a contingent consideration agreement.
Acquisition-related costs are expensed in the period incurred.
The identifiable assets acquired and the liabilities assumed are measured at their fair value at the acquisition date.
For each business combination any non-controlling interest (minority interest) in the acquiree is valued at fair value or at the NCI's proportionate share in the identifiable net assets of the acquiree. The choice of accounting basis is made on a transactionby-transaction basis.
These are recognised in accordance with the previous version of IFRS 3.
Transactions in foreign currency are recorded on initial recognition in the functional currency, by applying to the foreign currency amount the spot exchange rate at the date of transaction. At each balance sheet date foreign currency monetary items are translated using the closing rate. Non-monetary items are translated using the exchange rate at the date of the transaction. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition are recognised in profit or loss as other operating income or costs in the period in which they arise.
Monetary and non-monetary assets and liabilities of foreign entities whose functional currency is not the currency of a hyperinflationary economy and is different from the euro are translated at the closing rate at the date of the balance sheet. Income and expenses for each income statement (including comparatives) are translated at exchange rates at the dates of the transactions. All resulting exchange differences are recognised as a separate component of equity.
Intangible assets other than goodwill Intangible assets consist of titles, software, concessions, copyrights, property rights and other rights etc. acquired from third parties or by contribution in kind, as well as any internally generated software.
Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised as an expense when it is incurred.
Expenditures on development activities, whereby the research findings are applied to a plan or design for the production of new or substantially improved products and processes, are only included in the balance sheet, if the product or process is technically and commercially feasible, the Group has sufficient resources available to complete the development and it is possible to demonstrate that the asset will generate probable future economic benefits.
Capitalised expenditure comprises the costs of materials, direct labour costs and a proportionate part of the overheads.
Intangible assets are measured at their cost, less any accumulative amortisation and any accumulated impairment losses.
Intangible assets are amortised in accordance with the straight-line methods starting when the asset is available for use over their expected useful life.
The following useful lives are applied:
» Other rights according to their expected useful life
By virtue of IAS 38,107, titles are considered as assets with indefinite useful lives which are not amortised but tested yearly for impairment. Other intangible assets with indefinite useful lives are also not amortised but subject to an annual impairment test.
Goodwill on acquisition of subsidiaries is recorded, as from the acquisition date, in the amount of the surplus of the total of the fair value of the consideration transferred, the amount of any minority interests and (in a business combination undertaken in stages) the fair value of the previously held equity interest, over the net balance of the net identifiable assets acquired and liabilities assumed. Where this total, after reassessment, results in a negative amount, this gain is immediately recognised in the income statement.
In accordance with IFRS 3 goodwill is not amortised but tested at least annually for impairment, more specifically each time there is an indication that a cash-generating unit may be impaired.
Goodwill arising from the acquisition of a joint venture or an associate is considered to be an integral part of the carrying amount of the investment held in such entity and as a result not separately tested for impairment. The integral carrying amount of such an investment is tested for impairment in accordance with IAS 36 Impairment of Assets.
Property, plant and equipment Property, plant and equipment are recognised at cost less any accumulative depreciation and any impairment losses. The cost comprises the initial purchase price plus other direct purchase costs (such as non-refundable tax, transport). The cost of self-constructed property, plant and equipment comprises the cost of materials, direct labour costs and a proportional part of the production overheads.
The Group uses the exception provided for in IFRS 1 to treat the fair value of some of the property, plant and equipment as deemed cost on the date of transition to IFRS, being 1 January 2003. This fair value is based on the value in going concern as determined by third party experts and was applied to all of the Group's land and buildings, as well as to printing presses and finishing lines.
Lease arrangements whereby the Group has substantially all rewards and risks incidental to ownership are classified as finance leases. At the commencement of the finance lease term, finance leases are recognised as assets and liabilities in the balance sheet at amounts equal to the fair value of the leased property, or, if lower, the present value of the minimum lease payments each determined at the inception of the lease.
Minimum lease payments shall be apportioned between the finance charge and the reduction of the outstanding liability. The finance charge shall be allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents shall be charged as expenses in the periods in which they are incurred.
Leasing of property whereby substantially all rewards and risks remain with the leasing company is classified as operating lease. Lease payments under an operating lease are recognised as an expense on a straight-line basis over the lease
term.
057
ANNUAL REPORT 2015 056
The depreciable amount of an item of property, plant and equipment (i.e. the cost less its residual value) is recognised in the income statement on a straightline basis from the date the asset is available for use over the expected useful life.
The following useful lives are applied:
| • Buildings | |
|---|---|
| » revalued | 20 years |
| » not revalued | 33 years |
| » buildings on leasehold land | term of lease |
| » improvements with valuable | 10 years |
| appreciation | |
| • Installations, machines and equipment | |
| » printing presses and | 3 to 20 years |
| finishing lines | |
| » broadcast material | 5 years |
| » TV stages | 3 years |
| » others | 5 years |
| • Furniture and office equipment | 5 to 10 years |
| • Electronic equipment | 3 to 5 years |
| • Vehicles | 4 to 5 years |
Land is not depreciated since it is assumed that it has an indefinite useful life.
The purchase or sale of financial assets is recognised using the settlement date. This implies that the asset is recognised on the date it is received by the Group, and it is derecognised on the date it is delivered by the Group; at this date any gain or loss on disposal is recognised.
At initial recognition all available-for-sale financial assets are recognised at fair value, plus transaction costs directly attributable to the acquisition of the financial asset. A gain or loss arising from a change in fair value is recognised directly in equity as revaluation reserve until the financial asset is derecognised, or until there is objective evidence that a financial asset incurred impairment losses. Investments in equities that are classified as assets available for sale but for which no price quotation on an active market is available, and the fair value of which cannot be reliably determined by other valuation methods, are recognised at their historical cost.
These non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are measured at amortised cost. A gain or loss is recognised in profit or loss when the financial asset is impaired.
Rights on returns from tax shelter agreements are recorded as short-term investments as they are not aiming to structurally support the production company in developing its activities. Such investments are measured at fair value.
Inventories are measured at cost (purchase or manufacturing cost) in accordance with the FIFO method or, if lower, at net realisable value.
Manufacturing cost includes all direct and indirect costs necessary to bring the inventories to their present location and condition.
The net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
Ageing or slowly rotating inventories are systematically written down.
Short-term trade receivables and other receivables are measured at cost less appropriate allowances for estimated irrecoverable amounts.
At the end of the financial year an estimate is made of doubtful debts on the basis of an evaluation of all outstanding amounts. Doubtful debts are written off in the year in which they were identified as such.
Cash and cash equivalents consist of cash and sight deposits, short-term deposits (under 3 months) and highly liquid investments which are easily convertible into a known cash amount and where the risk of a change in value is negligible.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sales transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
When the Group is committed to a sales plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.
When the Group is committed to a sales plan involving disposal of an investment, or a portion of an investment, in an associate or joint venture, the investment or the portion of the investment that will be disposed of is classified as held for sale when the criteria described above are met, and the Group discontinues the use of the equity method in relation to the portion that is classified as held for sale. Any retained portion of an investment in an associate or a joint venture that has not been classified as held for sale continues to be accounted for by using the equity method. The Group discontinues the use of the equity method at the time of disposal when the disposal results in the Group losing significant influence over the associate or joint venture.
After the disposal takes place, the Group accounts for any retained interest in the associate or joint venture in accordance with IAS 39 unless the retained interest continues to be an associate or a joint venture, in which case the Group uses the equity method (see the accounting policy regarding investments in associates or joint arrangements above).
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
Treasury shares Treasury shares (i.e. own shares) are presented as deduction of equity and reported in the statement of changes in equity. No gain or loss is recognised in the income statement on the sale, issuance or cancellation of treasury shares.
Provisions A provision is recognised when the Group has a present obligation (legal or constructive) as a result of a past event, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate can be made of the amount of the obligation.
If the Group expects that some or all of the expenditure required settling a provision will be reimbursed, the related asset is recognised once it is virtually certain that the reimbursement will be received.
A provision for restructuring is created when the Group approves a detailed and formalised restructuring plan and when the implementation of the restructuring plan has been started or the main features of the plan have been announced to those affected by it.
Several defined contribution plans exist within the Group. Under Belgian law, defined contribution pension plans are subject to minimum guaranteed rates of return. Because of these minimum guaranteed rates of return, all Belgian defined contribution plans are considered as a defined benefit plan under IFRS. These plans financed through group insurances, were accounted for as defined contribution plans in the past (before 2015). New legislation dated December 2015 involved the mandatory qualification as a defined benefit plan. The cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period.
For the defined benefit pension plans, provisions are established by calculating the present actuarial value of future amounts to the employees
concerned.
059
ANNUAL REPORT 2015 058
Defined benefit costs are split into two categories:
The total service cost, the net interest expense, the remeasurement of other long-term benefits, administrative expenses and taxes for the year are included in the employee benefit expense in the consolidated financial statement. The remeasurement on the net defined benefit liability is included in the statement of comprehensive income as part of other comprehensive income.
The Group also recognises a provision for early retirement pensions. The amount of the provision is equal to the present value of future benefits promised to the employees involved.
Various warrant and share option plans exist to enable executive and senior management to acquire shares of the company. IFRS 2 applies to all share-based payment transactions allocated after 7 November 2002 and which had not become unconditional by 1 January 2005. The exercise price of an option is determined on the basis of the average closing price of the share during the thirty days prior to the option offering date or on the basis of the latest closing price prior to the offering date. The fair value of the option is calculated using the Black and Scholes formula. If and when the options are exercised, equity is increased by the amount received.
This mainly concerns both future tariff benefits on subscriptions, as jubilee premiums. The amount of these provisions equals the present value of these future obligations.
Financial debts, other than derivative financial instruments, are initially recorded at the fair value of the financial resources received, less transaction costs. In subsequent periods, they are stated at amortised cost using the effective interest rate method. Where financial debts are hedged by derivative financial instruments that function as fair value hedging, these debts are valued at fair value.
Trade payables are recognised at their cost.
Tax expense (tax income) on the result for the financial year is the aggregate amount included in the profit or loss for the period in respect of current tax and deferred tax. Taxes are recognised as income or as expense and included in profit or loss for the period except to the extent that the tax arises from a transaction or event which is recognised directly in equity. In that case the taxes are also recognised directly to the equity.
Current taxes for current and previous periods are, to the extent unpaid, recognised as a liability. If the amount already paid exceeds the amount due for those periods, the excess is recognised as an asset. For calculating the current tax for the current and prior periods the tax rates that have been enacted or substantively enacted by the balance sheet date are used.
Deferred taxes are accounted for using the 'liability' method for all temporary differences between the taxable basis and the book value for financial reporting purposes and this for both assets and liabilities. For calculation purposes the tax rates used are those that have been enacted or substantively enacted by the balance sheet date.
In accordance with this method, the Group must in case of a business combination recognise deferred taxes on the difference between the fair value of the acquired assets and the liabilities and contingent liabilities assumed and their taxable basis.
Deferred tax assets are only recognised when it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. Deferred tax assets are derecognised when it is no longer probable that the related tax advantage will be realised.
Government grants that relate to assets are recognised at their fair value when there is reasonable assurance that the Group will comply with the conditions attaching to them and the grants will be received. The government grant is presented as deferred income.
Government grants to compensate costs incurred by the Group are systematically recognised as operating income in the same period in which these costs are incurred.
Revenue from sales is recognised when following conditions are met:
Advertising income in Printed Media is recognised upon publication of the issue in which the advertisement is placed. Advertising income in Audiovisual Media is recognised at the time of broadcasting. Income from newsstand and subscription sales is recognised at publication date of the issue.
Revenue from barter arrangements relate to sales transactions involving the sale of unequal services or goods between two parties. Such transactions are measured at fair value taking into account discounts which are customary for similar transactions that are not considered as barter transactions.
Financing costs are recognised as an expense in the period in which they are incurred.
For the Group's assets, in application of IAS 36, on each balance sheet date it is assessed whether there are any indications that an asset may be impaired. If such indication exists, the recoverable amount of the asset has to be estimated. The recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. An impairment loss is recognised when the book value of an asset, or the cash-generating unit to which the asset belongs, is higher than the recoverable amount. Impairment losses are recognised in the income statement.
Each cash-generating unit represents, per country, an identifiable group of assets with a similar risk profile, which generates cash inflows which are largely independent of the cash inflows from other asset categories. The following cash-generating units have been defined: News Belgium (Knack, Le Vif/L'Express, Krant van West-Vlaanderen,…),
Lifestyle Belgium (Nest, Royals, Plus België,…), Business Belgium (Kanaal Z/Canal Z, Trends, Trends-Tendances, Trends Top,…), Free Press Belgium (De Streekkrant/De Weekkrant, De Zondag, Steps,…), Free Press other countries (Zeeuwsch-Vlaams Advertentieblad), and Entertainment Belgium.
The value in use is determined based on the discounted cash flow model, in particular the discounting of future cash flows resulting from the continued operation of the unit. For this, management has used a cash flow forecast based on a five-year business plan. Future cash flows are discounted based on a weighted average cost of capital. Cash flow forecasts after the last budget period are determined by extrapolating the above-mentioned forecasts, applying a growth rate.
In setting the weighted average cost of capital and the growth rate, account has been taken of the interest rate and risk profile of Roularta Media Group as a whole. The assumptions are applied to all of the Group's cash flow-generating units.
Fair value less selling costs is determined empirically, using a transaction multiple derived from comparable transactions in the media sector and from experience applied to the sales criterion, or on a market value based on similar transactions in the market.
Derivative financial instruments
The Group uses derivative financial instruments to hedge the exposure to changes in interest rates or
currencies.
Derivative financial instruments are initially measured at fair value. After initial recognition the financial instruments are measured at fair value on the balance sheet date.
Cash flow or fair value hedge accounting is applied to all hedges that qualify for hedge accounting when the required hedge documentation is in place and when the hedge relation is determined to be
effective.
When a derivative financial instrument hedges the variability in fair value of a recognised asset or liability, or hedges an unrecognised firm commitment, these financial instruments are qualified as fair value hedges. These financial instruments accounted for
as fair value hedges are measured at fair value and presented in the line 'financial derivatives'. The gain or loss arising on hedging instruments is recognised in profit and loss. The hedged item is also measured at fair value in respect of the risk being hedged, with any gain or loss being recognised in the income statement.
Changes in the fair value of a hedging instrument that qualifies as an effective cash flow hedge are processed in equity, more specifically in the hedging reserve.
Certain hedging transactions do not qualify for hedge accounting treatment according to the specific criteria of IAS 39 Financial Instruments: Recognition and Measurement, although they offer economic hedging according to the Group's risk policy. Changes in the fair value of such instruments are recognised directly in the income statement.
Preparing annual financial statement under IFRS rules requires management to make judgements, estimates and assumptions that influence the amounts included in the annual financial statements.
The estimates and related assumptions are based on past experience and on various other factors that are considered reasonable in the given circumstances. The outcomes of these form the basis for the judgement as to the carrying value of assets and liabilities where this is not evident from other sources. The actual outcomes can differ from these estimates. The estimates and underlying assumptions are regularly reviewed.
The segment reporting has been prepared and based on combined figures showing a bridge with the consolidated figures in accordance with IFRS 11.
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.
Printed Media includes the sale of publicity, and the production and sale of all printed publications of the Group, such as free sheets, newspapers, magazines, newsletters and books, as well as all related services, including internet, fairs and other line extensions. Audiovisual Media includes spot advertising on TV and radio, production and broadcasting, as well as all related services, including internet and line extensions.
The valuation rules of the business segments are the same as the valuation rules of the Group as described in Note 1, except for the presentation of joint ventures which have been recorded based on the proportional method of consolidation in the segment reporting.
Intersegment pricing is determined on an arm's length basis. The results of the operating segments are monitored by management as far as the net result, given that almost all the segments correspond to legal entities.
| 2015 in thousands of euros |
Printed Media |
Audiovisual Media |
Inter segment elimination |
Combined total |
Effect IFRS 11 |
Consoli dated total |
|---|---|---|---|---|---|---|
| Sales of the segment | 308,130 | 164,096 | -1,199 | 471,027 | -180,801 | 290,226 |
| Sales to external customers | 307,481 | 163,546 | 471,027 | -180,801 | 290,226 | |
| Sales from transactions with other segments |
649 | 550 | -1,199 | 0 | 0 | 0 |
| Depreciation and write-down of (in)tangible assets |
-9,668 | -4,553 | -14,221 | 4,892 | -9,329 | |
| Write-down of inventories and receivables and provisions |
924 | -281 | 643 | 271 | 914 | |
| Share in the result of associated companies and joint ventures |
-1,288 | 0 | -1,288 | 20,341 | 19,053 | |
| Operating result (EBIT) | 16,281 | 24,256 | 40,537 | -9,174 | 31,363 | |
| Financial income | 1,470 | 167 | -163 | 1,474 | -166 | 1,308 |
| Financial expenses | -6,773 | -183 | 163 | -6,793 | 44 | -6,749 |
| Income taxes | 44,639 | -7,846 | 36,793 | 9,296 | 46,089 | |
| Net result from continuing operations |
55,617 | 16,394 | 72,011 | 0 | 72,011 |
063
ANNUAL REPORT
| 2015 in thousands of euros |
Printed Media |
Audiovisual Media |
Inter segment elimination |
Combined total |
Effect IFRS 11 |
Consoli dated total |
|---|---|---|---|---|---|---|
| Result from discontinued operations |
-7,770 | -7,770 | 0 | -7,770 | ||
| Attributable to: | ||||||
| Minority interests | -126 | -1 | -127 | 0 | -127 | |
| Equity holders of Roularta Media Group |
47,973 | 16,395 | 64,368 | 0 | 64,368 | |
| Assets | 455,573 | 180,852 | -114,322 | 522,103 | -72,422 | 449,681 |
| - of which carrying amount of investments accounted for using the equity method |
1,069 | 0 | 1,069 | 118,941 | 120,010 | |
| - of which investments in intangible assets and property, plant and equipment |
7,678 | 4,165 | 11,843 | -4,637 | 7,206 | |
| Liabilities | 247,850 | 83,789 | -19,055 | 312,584 | -72,420 | 240,164 |
| Sales to external customers break down as follows: |
||||||
| Advertising | 146,807 | 132,816 | 279,623 | -131,410 | 148,213 | |
| Subscriptions and sales | 86,450 | 0 | 86,450 | -20,477 | 65,973 | |
| Other services and goods | 74,224 | 30,730 | 104,954 | -28,914 | 76,040 |
| 2014 in thousands of euros |
Printed Media |
Audiovisual Media |
Inter segment elimination |
Combined total |
Effect IFRS 11 |
Consoli dated total |
|---|---|---|---|---|---|---|
| Sales of the segment | 319,491 | 158,712 | -1,292 | 476,911 | -177,342 | 299,569 |
| Sales to external customers | 318,967 | 157,944 | 476,911 | -177,342 | 299,569 | |
| Sales from transactions with other segments |
524 | 768 | -1,292 | 0 | 0 | 0 |
| Depreciation and write-down of (in)tangible assets |
-9,252 | -4,451 | -13,703 | 4,910 | -8,793 | |
| Write-down of inventories and receivables and provisions |
-130 | -666 | -796 | 1,360 | 564 | |
| Share in the result of associated companies and joint ventures |
-649 | -649 | 18,666 | 18,017 | ||
| Operating result (EBIT) | 8,612 | 23,900 | 32,512 | -10,582 | 21,930 | |
| Financial income | 1,420 | 101 | -380 | 1,141 | -36 | 1,105 |
| Financial expenses | -7,858 | -382 | 380 | -7,860 | 27 | -7,833 |
| Income taxes | -4,505 | -8,578 | -13,083 | 10,591 | -2,492 | |
| Net result from continuing operations |
-2,331 | 15,041 | 12,710 | 0 | 12,710 |
| 2014 | in thousands of euros | Printed Media |
Audiovisual Media |
Inter segment elimination |
Combined total |
Effect IFRS 11 |
Consoli dated total |
|---|---|---|---|---|---|---|---|
| operations | Result from discontinued | -155,237 | -155,237 | 0 | -155,237 | ||
| Attributable to: | |||||||
| Minority interests | -50 | -50 | 0 | -50 | |||
| Equity holders of Roularta Media Group |
-157,518 | 15,041 | -142,477 | 0 | -142,477 | ||
| Assets | 545,908 | 166,778 | -114,471 | 598,215 | -65,061 | 533,154 | |
| - of which carrying amount of investments accounted for using the equity method |
1,428 | 0 | 1,428 | 115,271 | 116,699 | ||
| - of which investments in intangible assets and property, plant and equipment |
10,428 | 6,050 | 16,478 | -9,045 | 7,433 | ||
| Liabilities | 432,426 | 72,912 | -52,876 | 452,462 | -65,060 | 387,402 | |
| Sales to external customers break down as follows: |
|||||||
| Advertising | 149,774 | 126,320 | 276,094 | -125,976 | 150,118 | ||
| Subscriptions and sales | 86,735 | 0 | 86,735 | -21,134 | 65,601 | ||
| Other services and goods | 82,458 | 31,624 | 114,082 | -30,232 | 83,850 | ||
The geographical segment information is divided into two geographic markets in which RMG is active: Belgium and other countries (the Netherlands, Slovenia and Serbia). The following schedules of sales and non-current assets (*) are divided up according to the geographic location of the subsidiary.
| 2015 - from continuing operations | in thousands of euros | Belgium Other countries Consolidated total | ||
|---|---|---|---|---|
| Sales of the segment | 287,496 | 2,730 | 290,226 | |
| Non-current assets (*) | 141,091 | 2,097 | 143,188 | |
| 2014 - from continuing operations | in thousands of euros | Belgium Other countries Consolidated total | ||
| Sales of the segment | 295,947 | 3,622 | 299,569 |
(*) Non-current assets other than financial instruments, deferred tax assets, post employment benefit assets, and rights arising under insurance contracts.
Given the variety of the Group's activities and hence the diversity of its customer portfolio, there is no one external customer representing at least 10 percent of the Group's revenue. For the same reason there is no concentration of sales towards certain customers or customer groups.
065
ANNUAL REPORT 2015 064
An analysis of the Group's sales is as follows:
| Sales | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Advertising | 148,213 | 150,118 | |
| Subscriptions and sales | 65,973 | 65,601 | |
| Printing for third parties | 49,899 | 54,681 | |
| Line extensions & other services and goods | 26,142 | 29,169 | |
| Total sales | 290,227 | 299,569 |
Bartering contracts included in sales amount to € 18,367K (2014: € 19,683K).
Adjusted sales, which is the comparable sales to last year, i.e. adjusted for changes in the consolidation scope, include:
| Adjusted sales | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Advertising | 148,178 | 150,118 | |
| Subscriptions and sales | 65,782 | 65,601 | |
| Printing for third parties | 49,899 | 54,681 | |
| Line extensions & other services and goods | 26,141 | 29,169 | |
| Adjusted sales | 290,000 | 299,569 | |
| Changes in the consolidation scope | 227 | 0 | |
| Total sales | 290,227 | 299,569 |
Consolidated sales for 2015 were stable, reducing slightly (-3.1%) from € 300 to 290 million. This is made possible by the strong performance of Kanaal Z/Canal Z (+34.9%), internet advertising (+13.1%) and subscriptions (+2.9%). There is a slight drop in advertising revenue from the local media activities (-3.2%).
An analysis of the Group's services and other goods is as follows:
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Transport and distribution costs | -17,645 | -18,253 |
| Marketing and promotion costs | -23,139 | -23,809 |
| Commission fees | -4,498 | -4,524 |
| Fees | -27,413 | -26,763 |
| Operating leases | -12,181 | -13,737 |
| Energy | -2,443 | -2,498 |
| Subcontractors and other deliveries | -11,179 | -11,457 |
| Remuneration members of the board of directors | -463 | -465 |
| Temporary workers | -1,960 | -1,787 |
| Travel and reception costs | -1,150 | -1,124 |
| Insurances | -241 | -342 |
| Other services and other goods | -568 | -576 |
| Total services and other goods | -102,880 | -105,335 |
Commission fees consist of commissions invoiced by third parties (commissions on newsstand sales and subscription commissions) and copyrights.
The fees include editorial, photos and general fees.
Subcontractors and other deliveries mainly consist of repair and maintenance costs, telecommunication costs and fuel costs.
Services and other goods decreased with € 2,455K or 2.3% compared to last year. The most important part of this decrease can be attributed to operating leases.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Wages and salaries | -62,545 | -63,688 |
| Social security contributions | -22,323 | -23,068 |
| Share-based payments | -16 | 438 |
| Post employment benefit charges | -3,121 | -3,135 |
| Other personnel charges | -3,834 | -3,659 |
| Total personnel charges | -91,839 | -93,112 |
Post employment benefit charges in 2015 consist mainly of expenses related to the defined contribution plans of € 2,926K (2014: € 2,939K).
067
ANNUAL REPORT
2015 066
| Employment in Full-Time Equivalents | 2015 | 2014 |
|---|---|---|
| Average number of staff | 1,374 | 1,415 |
| Total employment at the end of the period | 1,364 | 1,392 |
The year-end employee count decreased as a result of continuing restructuring efforts implemented throughout the Group.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Write-down of inventories | -168 | |
| Reversal of write-down of inventories | 18 | |
| Write-down of trade receivables | -4,146 | -4,547 |
| Reversal of write-down of trade receivables | 4,594 | 5,093 |
| Reversal of write-down of loans | 634 | 0 |
| Total write-down of inventories and receivables | 914 | 564 |
The net reversal of write-down of trade receivables in 2015 amounts to € 448K (2014: € 546K). The write-down of the loan to Himalaya (€ 634K) has been reversed.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Government grants | 4,217 | 3,277 |
| Gains on disposal of intangible assets and property, plant and equipment | 693 | 112 |
| Capital grants | 0 | 22 |
| Exchange differences | 48 | 3 |
| Miscellaneous financial income and cash discounts | 418 | 212 |
| Miscellaneous cross-charges | 357 | 394 |
| Dividends | 3 | 90 |
| Gain on disposal of other receivables | 15 | 172 |
| Miscellaneous income | 551 | 3,429 |
| Total other operating income | 6,302 | 7,711 |
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Other taxes | -2,626 | -2,689 |
| Losses on disposal of intangible assets and property, plant and equipment | -9 | -2 |
| Losses on trade receivables | -501 | -794 |
| Less values & losses on short-term investments (tax shelter) | 0 | -904 |
| (Reversal of) less values / (less values) on other current receivables | 287 | |
| Share association | -926 | |
| Exchange differences | -42 | -7 |
| Payment differences and bank charges | -721 | -599 |
| Miscellaneous expenses | -9,042 | -1,253 |
| Total other operating expenses | -12,654 | -7,174 |
Other operating income primarily relates to government grants received by Roularta Media Group. Miscellaneous income contains in 2015 and 2014 the chargeouts of costs incurred.
The most significant increases in other operating expenses relate to miscellaneous expenses, which increased as a result of the payment in the dispute with Kempenland (€ 6.7 million) and the rent on a printing press that has been taken out of service (€ 1.4 million). Both costs were already provisioned. There are no longer costs related to the 'share associations' as the association was discontinued in 2014.
I. Restructuring costs
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Redundancy costs | -3,535 | -2,777 |
| Restructuring costs: costs | -3,535 | -2,777 |
| Provisions restructuring costs | -158 | 50 |
| Restructuring costs: provisions | -158 | 50 |
| Total restructuring costs | -3,693 | -2,727 |
The redundancy costs relate to the Belgian companies of the Group. During 2015 and 2014, no significant new restructuring plans were implemented.
069
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Other non-recurring costs - Kempenland | -6,706 | |
| Other non-recurring costs | -1,429 | -467 |
| Other non-recurring costs - associates and joint ventures | -2,518 | -1,226 |
| Other provisions - Kempenland | 6,941 | |
| Other provisions | 1,192 | -4,211 |
| Non-recurring depreciations, amortisations and impairments | 634 | -861 |
| Impairment losses | -2,218 | |
| Other | -198 | |
| Late payment interests | -63 | |
| Non-recurring deferred taxes | 47,825 | |
| (Deferred) taxes related to restructuring and other non-recurring costs | 1,816 | 2,965 |
| Total other non-recurring results | 45,474 | -3,998 |
Roularta Media Group NV recognised deferred tax assets for a total amount of € 47.8 million, based on the expected fiscal results of Roularta Media Group NV over the next five years. See also Notes 10 and 20. The amount which the Group was condemned to pay in the dispute with Kempenland, was paid to the opposing party at the end of December 2015 (provisions were already set up before). See also Notes 25 and 26. In 2015, impairment losses were recorded for € 2.2 million, mainly on titles. See also Note 15.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Result before taxes | 25,922 | 15,202 |
| Share in the result of associated companies and joint ventures | 19,053 | 18,017 |
| Result before taxes, excluding share in result of associated companies and joint ventures |
6,869 | -2,815 |
| Statutory tax rate | 33.99% | 33.99% |
| Tax using statutory rate | -2,335 | 957 |
| Adjustments to tax of prior periods (+/-) | -15 | 0 |
| Tax effect of non-tax deductible expenses (-) | -1,204 | -808 |
| Tax effect of non-taxable revenues (+) | 103,902 | 1,625 |
| Tax credit resulting from investment and notional interest deduction | 0 | 658 |
| Tax effect of not recognising deferred taxes on losses of the current period (-) | -55,304 | -4,901 |
| Tax effect from the reversal (utilisation) of deferred tax assets from previous years |
-31 | 0 |
| Tax effect of recognising deferred taxes on tax losses of previous periods | 245 | 56 |
| Tax effect of different tax rates of subsidiaries in other jurisdictions | 33 | 30 |
| Other increase / decrease in tax charge (+/-) | 798 | -109 |
| Tax using effective rate | 46,089 | -2,492 |
ANNUAL REPORT 2015
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Interest income | 1,015 | 547 |
| Profits on hedging instruments that are not part of a hedge accounting relationship |
293 | 558 |
| Financial income | 1,308 | 1,105 |
| Interest expense | -6,749 | -7,833 |
| Financial costs | -6,749 | -7,833 |
| Total net finance costs | -5,441 | -6,728 |
The increase in interest income is mainly due to the interest on the receivable related to the sale of the French activities.
Interest expenses decreased as a result of lower outstanding financial debt.
A description of the hedging instruments can be found in Note 32.
| I. Income taxes - current and deferred | |||
|---|---|---|---|
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| A. Income taxes - current | ||
| Current period tax expense | -109 | -1,478 |
| Adjustments to current tax expense / income of prior periods | -15 | 1 |
| Total current income taxes | -124 | -1,477 |
| B. Income taxes - deferred | ||
| Related to the origination and reversal of temporary differences | 100,369 | -953 |
| Related to the reversal of depreciation (+) or depreciation (-) of deferred tax assets |
-54,156 | -62 |
| Total deferred income taxes | 46,213 | -1,015 |
| Total current and deferred income taxes | 46,089 | -2,492 |
071
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Result before taxes | 25,922 | 15,202 |
| Share in the result of associated companies and joint ventures | 19,053 | 18,017 |
| Result before taxes, excluding share in result of associated companies and joint ventures |
6,869 | -2,815 |
| Effective tax rate | -670.97% | -88.53% |
| Total effective tax | 46,089 | -2,492 |
The tax effect of non-taxable revenues contains mainly the tax impact of tax deductible losses on affiliates.
III. Tax relating to items that are charged or credited to equity
| Deferred taxes relating to items that are charged or credited to equity: |
in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Costs of issuance and equity increase | 0 | 0 | |
| 0 | 0 |
IV. Tax included in the other comprehensive income
| Deferred taxes relating to items included in the other comprehensive income: |
in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Non-current employee benefits - actuarial gain / loss | -76 | 330 | |
| -76 | 330 |
At the end of December 2014 the board of directors decided to discontinue its loss-making French activities on short term. This decision resulted in an agreement on a proposed sale on 11 February 2015 with the group of Patrick Drahi and partners. With the green light of the French Competition Authority, the sale of the French activities to Altice Media Group was finalised on 9 June 2015. The partner shareholders of Roularta in Idéat Editions SA (subsidiaries included), and Aventin Immobilier SCI decided to exercise their pre-emption right. This sale was finalised on 1 December 2015.
The negative impact of the discontinued French operations amounts to € 7.8 million on 31 December 2015. This loss is recognised in the result from discontinued operations. This result is a combination of lower income from the French advertising market during the first half of the year and the final settlement of the sales operation during the second half of 2015.
The binding sales intention at the end of December 2014 resulted in the fact that all assets and liabilities, as well as the results of the entities subject to the transaction, were classified as 'assets or liabilities held for sale' or as 'result from discontinued operations' and hence considered as discontinued operations in accordance with IFRS 5 Discontinued Operations.
The related fair value adjustment has been calculated based on the sales price agreed on 11 February 2015 and taking into account certain parameters, such as the financing of the working capital until the date of closing as these were borne by Roularta Media Group. The total impact of this sales intention was an impairment of € 146.0 million, fully allocated to intangible assets (€ 215.0 million) and the related deferred tax liabilities (€ 69.0 million). The French operating results of 2014 were negative (-€ 9.2 million), despite previous restructuring efforts in 2013/2014. The decreasing advertising sales from the subscription market were to blame for this loss. The impairment loss of € 146.0 million, increased with the 2014 operational result of the French activities resulted in a total 'result of discontinued operations' of -€ 155.2 million.
| Result for the period from discontinued operations in thousands of euros |
2015 | 2014 |
|---|---|---|
| Sales | 79,707 | 193,870 |
| Other gains | 13 | 272 |
| 79,720 | 194,142 | |
| Expenses | -82,933 | -203,086 |
| Operating result after net financing costs | -3,213 | -8,944 |
| Attributable income tax expense (-) (income) | 0 | -84 |
| -3,213 | -9,028 | |
| Loss on remeasurement to fair value (less cost to sell) of discontinued operations |
-215,616 | |
| Reversal of deferred taxes on intangible fixed assets | 69,376 | |
| Net result of minority share related to discontinued operations | 38 | 31 |
| 38 | -146,209 | |
| Result on sale French activities | -4,595 | |
| Net result from discontinued operations | -7,770 | -155,237 |
| Cash flows from discontinued operations in thousands of euros |
2015 | 2014 |
| Net cash flows from operating activities | 2,689 | 2,504 |
| Net cash flows from investing activities | -1,001 | -2,005 |
| Net cash flows from financing activities | -436 | -81 |
| Net cash flows from discontinued operations | 1,252 | 418 |
The French activities have been reclassified to assets held for sale as per 31 December 2014 (see Note 12). As per 31 December 2015, those activities were sold.
ANNUAL REPORT 2015
073
$$
= \frac{\text{£ }72,138K}{12,486,031} = 5.78
$$
$$
= \frac{\text{£ }72,138K}{12,517,300} = 5.76
$$
As mentioned in Note 11 Discontinued operations, the Group decided to discontinue its French activities at the end of December 2014. As a result, all assets and liabilities related to these activities have been reclassified to assets and liabilities held for sale as of 31 December 2014. In 2015, the sale was finalised.
| Assets and liabilities held for sale | in thousands of euros | 2014 |
|---|---|---|
| Assets related to the French activities of the Group | 151,933 | |
| Liabilities associated with assets held for sale | -97,022 | |
| 54,911 |
The main elements of assets and liabilities related to the French activities as of 31 December 2014 can be identified as follows:
| in thousands of euros | 2014 | |
|---|---|---|
| Intangible fixed assets | 90,061 | |
| Tangible fixed assets | 1,303 | |
| Investments, loans and guarantees | 3,529 | |
| Trade and other receivables - long term | 1,971 | |
| Inventories | 2,038 | |
| Trade and other receivables - short term | 46,168 | |
| Cash and cash equivalents | 1,760 | |
| Deferred charges and accrued income | 5,103 | |
| Assets classified as held for sale | 151,933 |
| in thousands of euros | 2014 | |
|---|---|---|
| Provisions | -14,839 | |
| Other debt - long term | -116 | |
| Financial debt | -1,001 | |
| Trade payables and advances received | -59,338 | |
| Employee benefits | -15,779 | |
| Other debt - short term | -5,949 | |
| Liabilities associated with assets classified as held for sale | -97,022 | |
| Net assets related to the French activities | 54,911 |
| 2015 | 2014 | |
|---|---|---|
| I. Movements in number of shares (ordinary shares) | ||
| Number of shares, beginning balance | 13,141,123 | 13,141,123 |
| Number of shares issued during the period | 0 | 0 |
| Number of shares, ending balance | 13,141,123 | 13,141,123 |
| - of which issued and fully paid | 13,141,123 | 13,141,123 |
| II. Other information | ||
| Number of shares owned by the company or related parties | 641,150 | 657,850 |
| Shares reserved for issue under options | 569,800 | 490,800 |
| III. Earnings per share calculation | ||
| 1. Number of shares | ||
| 1.1. Weighted average number of shares, basic | 12,486,031 | 12,483,273 |
| 1.2. Adjustments to computed weighted average number of shares, diluted |
31,269 | 0 |
| Stock option plans | 31,269 | 0 |
| 1.3. Weighted average number of shares, diluted | 12,517,300 | 12,483,273 |
| 2. Calculation | ||
| The calculation of the basic earnings and diluted earnings per share are based on the following: | ||
| Net result available to common shareholders Weighted average number of shares, basic |
€ 64,368K = 12,486,031 |
= 5.16 |
| Net result available to common shareholders Weighted average number of shares, diluted |
€ 64,368K = 12,517,300 |
= 5.14 |
| The calculation of the basic earnings and diluted earnings per share from continuing operations are based on the following: | ||
| Net result from continuing operations available to common shareholders Weighted average number of shares, basic |
€ 72,138K = 12,486,031 |
= 5.78 |
| Net result from continuing operations available to common shareholders Weighted average number of shares, diluted |
€ 72,138K = 12,517,300 |
= 5.76 |
| Amount of dividends proposed or declared after the balance sheet date but before authorisation of the financial statements, in thousands of euros |
6,253 | 0 |
|---|---|---|
| Gross dividend per share in € | 0.50 | 0 |
| Number of shares entitled to dividend on 31/12 | 13,141,123 | 13,141,123 |
| 2015 | 2014 | |
|---|---|---|
| Amount of dividends proposed or declared after the balance sheet date but before authorisation of the financial statements, in thousands of euros |
6,253 | 0 |
| Gross dividend per share in € | 0.50 | 0 |
| Number of shares entitled to dividend on 31/12 | 13,141,123 | 13,141,123 |
| Number of own shares on 31/12 | -641,150 | -657,850 |
| Mutation of own shares 2016 (before General Meeting) | 5,275 | |
| 12,505,248 | 12,483,273 |
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ANNUAL REPORT
| 2015 | in thousands of euros | Develop ment costs |
Titles | Software | Concessions, property rights and similar rights |
Total intangible assets |
Goodwill |
|---|---|---|---|---|---|---|---|
| AT COST | |||||||
| Balance at the end of the preceding period | 0 | 84,881 | 26,333 | 19,894 | 131,108 | 1,002 | |
| Movements during the period: | |||||||
| - Acquisitions | 2,891 | 9 | 2,900 | ||||
| combinations | - Acquisitions through business | 138 | 43 | 971 | 1,152 | 681 | |
| - Sales and disposals (-) | -2,683 | -301 | -2,984 | -681 | |||
| - Other increase / decrease (+/-) | 131 | -4,000 | -3,869 | ||||
| At the end of the period | 0 | 82,336 | 29,097 | 16,874 | 128,307 | 1,002 | |
| DEPRECIATION AND IMPAIRMENT LOSSES | |||||||
| Balance at the end of the preceding period | 0 | 12,917 | 21,054 | 9,508 | 43,479 | 997 | |
| Movements during the period: | |||||||
| - Depreciation | 2,744 | 1,179 | 3,923 | ||||
| - New consolidations | 43 | 43 | |||||
| in income | - Impairment loss / reversal recognised | 1,536 | 1,536 | 681 | |||
| disposals (-) | - Written down after sales and | -2,664 | -249 | -2,913 | -681 | ||
| - Other increase / decrease (+/-) | 81 | -4,000 | -3,919 | ||||
| At the end of the period | 0 | 11,789 | 23,673 | 6,687 | 42,149 | 997 | |
| period | Net carrying amount at the end of the | 0 | 70,547 | 5,424 | 10,187 | 86,158 | 5 |
| 2014 | in thousands of euros | Develop ment costs |
Titles | Software | Concessions, property rights and similar rights |
Total intangible assets |
Goodwill (*) |
|---|---|---|---|---|---|---|---|
| AT COST | |||||||
| Balance at the end of the preceding period | 46 | 413,878 | 33,802 | 25,022 | 472,748 | 5 | |
| Movements during the period: | |||||||
| - Acquisitions | 15 | 4,203 | 4,218 | ||||
| - Acquisitions through business combinations |
7,258 | 69 | 1,312 | 8,639 | 997 | ||
| - Sales and disposals (-) | -80 | -80 | |||||
| - Reclassified to assets held for sale (-) | -335,815 | -11,707 | -6,470 | -353,992 | |||
| - Other increase / decrease (+/-) | -46 | -455 | 46 | 30 | -425 | ||
| At the end of the period | 0 | 84,881 | 26,333 | 19,894 | 131,108 | 1,002 | |
| DEPRECIATION AND IMPAIRMENT LOSSES | |||||||
| Balance at the end of the preceding period | 17 | 42,716 | 27,933 | 9,840 | 80,506 | 0 | |
| Movements during the period: | |||||||
| - Depreciation | -74 | 3,224 | 1,416 | 4,566 | |||
| - New consolidations | 7,258 | 7,258 | 997 | ||||
| in income | - Impairment loss / reversal recognised | 215,615 | 215,615 | ||||
| - Written down after sales and disposals (-) |
-79 | -79 | |||||
| - Reclassified to assets held for sale (-) | -252,143 | -10,041 | -1,748 | -263,932 | |||
| - Other increase / decrease (+/-) | -17 | -455 | 17 | -455 | |||
| At the end of the period | 0 | 12,917 | 21,054 | 9,508 | 43,479 | 997 | |
| Net carrying amount at the end of the period |
0 | 71,964 | 5,279 | 10,386 | 87,629 | 5 |
(*) Adjusted for disposal of goodwill of € 30,314K included as a grossed up amount in 'at cost' and 'impairment loss' totals per 31 December 2013.
Intangible assets consist of development costs, titles, software, concessions, property and similar rights.
Development costs, software, concessions, property and similar rights with finite lives are amortised over their estimated useful lives within the Group. Out of the total property rights, the carrying value of property rights having indefinite lives is € 6,173K.
Titles and goodwill have indefinite lives. The Group's titles and brands are well known and respected and contribute directly to cash flow.
Every half year, purchased intangible assets are examined to see whether they still fall into the indefinite life category. Where certain indications suggest that a particular asset has a finite remaining life, it will from then on be amortised over the remaining life.
077
ANNUAL REPORT
This means that, overall, titles, goodwill and certain property rights, all of which have an indefinite life, are not amortised, but subject to an annual impairment test.
.
Allocation of goodwill and intangible assets with indefinite lives to cash-generating units For the purpose of impairment testing, intangible assets and goodwill with indefinite useful lives are allocated to a number of cash-generating units (CGU). Each CGU represents an identifiable group of assets having a similar risk profile, which generates cash inflows which are largely independent of the cash inflows from other asset categories. Due attention is paid here to the rapidly changing market situation in which various media channels and products interact strongly. The cash-generating units are defined based on the main cash inflows.
Carrying value of goodwill and intangible assets with indefinite lives:
| 2015 - Cash-generating unit |
in thousands of euros | Intangible assets (*) |
Goodwill | Total |
|---|---|---|---|---|
| News Belgium | 43,153 | 0 | 43,153 | |
| Lifestyle Belgium | 2,646 | 0 | 2,646 | |
| Business Belgium | 16,223 | 0 | 16,223 | |
| Free Press Belgium | 12,616 | 0 | 12,616 | |
| Free Press other countries | 2,083 | 0 | 2,083 | |
| Entertainment Belgium | 0 | 5 | 5 | |
| 76,721 | 5 | 76,726 |
(*) Including € 70,548K titles and € 6,173K property rights.
| 2014 - Cash-generating unit |
in thousands of euros | Intangible assets (*) |
Goodwill | Total |
|---|---|---|---|---|
| News Belgium | 43,153 | 0 | 43,153 | |
| Lifestyle Belgium | 3,938 | 0 | 3,938 | |
| Business Belgium | 16,223 | 0 | 16,223 | |
| Free Press Belgium | 12,616 | 0 | 12,616 | |
| Free Press other countries | 2,207 | 0 | 2,207 | |
| Entertainment Belgium | 0 | 5 | 5 | |
| 78,137 | 5 | 78,142 |
(*) Including € 71,964K titles and € 6,173K property rights.
Roularta Media Group owns, in addition to the intangible assets that are recognised and carried in the accounts, also unrecorded and internally developed titles: Knack, Knack Weekend, Knack Focus, Le Vif Weekend, Focus Vif, Sport/Voetbalmagazine, Sport/Foot Magazine, Trends, Trends Style, Nest, Télépro, Plus Magazine, De Streekkrant, De Zondag, Steps, Krant van West-Vlaanderen, De Weekbode, De Zeewacht, Kortrijks Handelsblad,... Other internally generated trade names include Media Club, Vlan.be, Kanaal Z/Canal Z,...
The Group tests the value of intangible assets and goodwill with undefined lives annually for impairment, or more frequently where indications exist that these may have fallen in value. The test is based on the recoverable value of each CGU. At this level the book value is compared with its recoverable value (being the higher of fair value less costs to sell or value in use).
The Group has calculated the recoverable value of each CGU based on its value in use. For this it uses the discounted cash flow model. The future cash flows used in determining value in use are based on 5-year business plans, as approved by the board of directors. These business plans are based on historical data and future market expectations.
In the business plans that form the basis of impairment testing, management has included the following basic assumptions:
The residual value is determined based on a perpetuity formula which assumes a long-term growth in sales of 2% (2014: 2%). This is not higher than the long-term average growth rate of the media industry. The future cash flows are then discounted using an after-tax discount factor of 7.24% (2014: 7.24%). Given the specific nature of the Group and its indebtedness as well as the limited availability of comparable companies in the media industry, the board of directors has decided to overweigh the indebtedness of the Group in the calculation of the discount factor. The board of directors concluded that the derived discount factor is appropriate for use in the impairment tests. This discount factor is based on a WACC model in which the risk premium and gearing ratio are based on the profile of Roularta Media Group as a whole and on a group of comparable companies.
As the local markets in which Roularta Media Group is operating are similar in terms of growth rate and risk profile, management of RMG has concluded that the same assumptions (growth rate and WACC) can be applied for all CGUs. The long-term growth rate has for this purpose also been benchmarked with external sources and properly reflects the expectations within the media industry.
| ANNUAL REPORT |
|---|
| 2015 |
079
ANNUAL REPORT 2015 078
Actual cash flows could differ from the cash flows projected in the major strategic business plans if the basic assumptions change. The following reasonably possible changes in key underlying assumptions have been tested, even though their occurrence is deemed unlikely:
Based on the tests mentioned above, impairment losses were recorded for € 1,416K on the Lifestyle Belgium CGU and the Free Press other countries CGU in 2015. In 2014 no impairment loss was recognised on intangible fixed assets.
For goodwill, based on the above test, no impairment loss was recorded in 2015 and 2014.
The sale of the goodwill Himalaya results in an impairment loss on intangible assets (€ 120K) and on goodwill (€ 681K).
| 2015 | in thousands of euros Land and | buildings | Plant, machin ery & equip ment |
Furni ture and vehicles |
Leasing and other similar rights |
Other property, plant & equip ment |
Assets under construc tion |
Total |
|---|---|---|---|---|---|---|---|---|
| AT COST | ||||||||
| Balance at the end of the preceding period | 91,005 | 21,607 | 9,660 | 33 | 146 | 0 122,451 | ||
| Movements during the period: | ||||||||
| - Acquisitions | 221 | 1,376 | 651 | 2,248 | ||||
| - Acquisitions through business combinations | 33 | 3 | 36 | |||||
| - Sales and disposals (-) | -1,280 | -510 | -449 | 44 | -2,195 | |||
| - Disposals through business divestiture (-) | -19 | -12 | -31 | |||||
| - Other increase / decrease (+/-) | 1 | 4 | 16 | 21 | ||||
| At the end of the period | 89,946 | 22,474 | 9,880 | 33 | 197 | 0 122,530 | ||
| DEPRECIATION AND IMPAIRMENT LOSSES | ||||||||
| Balance at the end of the preceding period | 35,870 | 17,580 | 7,988 | 22 | 68 | 0 | 61,528 | |
| Movements during the period: | ||||||||
| - Depreciation | 3,694 | 1,284 | 375 | 11 | 41 | 5,405 | ||
| - New consolidations | 30 | 3 | 33 | |||||
| - Written down after sales and disposals (-) | -565 | -505 | -423 | 60 | -1,433 | |||
| - Disposals through business divestiture (-) | -15 | -12 | -27 | |||||
| At the end of the period | 38,999 | 18,359 | 7,955 | 33 | 160 | 0 | 65,506 | |
| Net carrying amount at the end of the period | 50,947 | 4,115 | 1,925 | 0 | 37 | 0 | 57,024 |
| Assets pledged as security in thousands of euros |
|
|---|---|
| Land and buildings pledged as security for liabilities (mortgage included) | 13,709 |
| Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets |
0 |
Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets
The heading 'leasing and other similar rights' comprises vehicles of a number of group companies with a carrying amount of € 0K.
| 2014 | in thousands of euros Land and | buildings | Plant, machin ery & equip ment |
Furni ture and vehicles |
Leasing and other similar rights |
Other property, plant & equip ment |
Assets under construc tion |
Total |
|---|---|---|---|---|---|---|---|---|
| AT COST | ||||||||
| Balance at the end of the preceding period | 90,479 | 19,797 | 17,256 | 51 | 4,441 | 0 132,024 | ||
| Movements during the period: | ||||||||
| - Acquisitions | 526 | 1,812 | 805 | 72 | 3,215 | |||
| - Acquisitions through business combinations | 34 | 34 | ||||||
| - Sales and disposals (-) | -2 | -643 | -238 | -883 | ||||
| - Transfers from one heading to another | 18 | -18 | 0 | |||||
| - Reclassed to assets held for sale | -7,810 | -4,129 | -11,939 | |||||
| At the end of the period | 91,005 | 21,607 | 9,660 | 33 | 146 | 0 122,451 | ||
| DEPRECIATION AND IMPAIRMENT LOSSES | ||||||||
| Balance at the end of the preceding period | 32,256 | 16,490 | 14,418 | 32 | 3,512 | 0 | 66,708 | |
| Movements during the period: | ||||||||
| - Depreciation | 3,614 | 1,091 | 1,074 | 6 | 354 | 6,139 | ||
| - Acquisitions through business combinations | 17 | 17 | ||||||
| - Written down after sales and disposals (-) | -1 | -464 | -214 | -679 | ||||
| - Transfers from one heading to another | -17 | -16 | 13 | -20 | ||||
| - Reclassed to assets held for sale | -7,040 | -3,597 | -10,637 | |||||
| At the end of the period | 35,870 | 17,580 | 7,988 | 22 | 68 | 0 | 61,528 | |
| Net carrying amount at the end of the period | 55,135 | 4,027 | 1,672 | 11 | 78 | 0 | 60,923 |
| Assets pledged as security in thousands of euros |
|
|---|---|
| Land and buildings pledged as security for liabilities (mortgage included) | 17,115 |
| Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets |
11 |
The heading 'leasing and other similar rights' comprises vehicles of a number of group companies with a carrying amount of € 11K.
| Condensed financial information | in thousands of euros | 2015 | 2014 | ANNUAL REPORT 2015 |
|---|---|---|---|---|
| Fixed assets | 130,948 | 133,377 | 081 | |
| Current assets | 212,904 | 182,011 | ||
| - of which cash and cash equivalents | 12,709 | 9,272 | ||
| Long-term liabilities | -34,274 | -28,482 | ||
| - of which financial liabilities | 0 | 0 | ||
| Short-term liabilities | -103,179 | -86,108 | ||
| - of which financial liabilities | -18 | 0 | ||
| Sales | 307,301 | 299,867 | ||
| Depreciation and amortisation | -8,729 | -9,192 | ||
| Interest income | 325 | 165 | ||
| Interest expense | -11 | -21 | ||
| Income tax expense | -17,227 | -19,383 | ||
| Net result for the period | 35,602 | 34,219 | ||
| Other comprehensive income for the period | 0 | 0 | ||
| Total comprehensive income for the period | 35,602 | 34,219 | ||
| Dividends received during the period | 15,000 | 20,000 |
I. Overview of significant joint ventures
The following joint ventures have a significant effect on the financial position and results of the Group.
| Name of joint venture | Main activity | Place of incorporation and principal place of business |
Proportion of ownership interest and voting rights of the Group |
|
|---|---|---|---|---|
| 2015 | 2014 | |||
| Medialaan Group | Audiovisual Media | Vilvoorde, Belgium | 50.00% | 50.00% |
| Bayard Group | Printed Media | Augsburg, Germany | 50.00% | 50.00% |
These joint ventures are accounted for by using the equity method of consolidation.
Condensed financial information related to these significant joint ventures of the Group is detailed below. Such financial information agrees to the financial reporting of the joint ventures in accordance with IFRS.
Medialaan Group consists of the entities Medialaan NV, JOEfm NV, TvBastards NV and Stievie NV.
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ANNUAL REPORT 2015 082
| Condensed financial information | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Fixed assets | 20,096 | 20,511 | |
| Current assets | 38,000 | 37,554 | |
| - of which cash and cash equivalents | 5,288 | 4,454 | |
| Long-term liabilities | -8,822 | -8,807 | |
| - of which financial liabilities | 0 | 0 | |
| Short-term liabilities | -20,316 | -22,272 | |
| - of which financial liabilities | 0 | -1,135 | |
| Sales | 60,103 | 60,810 | |
| Depreciation and amortisation | -553 | -2,218 | |
| Interest income | 53 | 68 | |
| Interest expense | -67 | -57 | |
| Income tax expense | -1,373 | -1,755 | |
| Net result for the period | 5,320 | 3,095 | |
| Other comprehensive income for the period | 0 | 0 | |
| Total comprehensive income for the period | 5,320 | 3,095 | |
| Dividends received during the period | 1,668 | 2,144 |
Reconciliation of the above-mentioned financial information with the carrying amount of the investment of Bayard Group in the consolidated financial statements:
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Net assets of the joint venture | 28,958 | 26,986 |
| Share of the Group in Bayard Group | 50.00% | 50.00% |
| Carrying amount of the investment in Bayard Group | 14,479 | 13,493 |
Bayard Group is part of the Printed Media segment. Bayard Media is the magazine division aiming at the over 50 audience. In addition the Group publishes magazines for children and youth (Sailer Verlag). The lifestyle magazine Plus Magazine remained stable in the advertising and readers' markets. The sales decreased slightly (-1.2%) but the operational result and net result remained positive. With a strong subscription base on the titles Plus Magazin and Frau im Leben the future remains promising. For all German products digitising will become a priority in the coming years.
Roularta Media Group has no contractual obligations or limitations towards Bayard Group.
II. Summarised financial information of associates and joint ventures not individually significant
This category consists of the entities De Woonkijker NV, Regionale Media Maatschappij NV, Regionale TV Media NV, Proxistore NV, CTR Media SA, Click Your Car NV, Yellowbrick NV, Repropress CVBA, Partenaire Développement SARL, Twice Entertainment BVBA and Febelma Regie CVBA.
Reconciliation of the above-mentioned financial information with the carrying amount of the investment of Medialaan Group in the consolidated financial statements:
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Net assets of the joint venture | 206,399 | 200,798 |
| Share of the Group in Medialaan Group | 50.00% | 50.00% |
| Carrying amount of the investment in Medialaan Group | 103,200 | 100,399 |
Medialaan is part of the Audiovisual Media segment of the Group. 2015 was a very good year for Medialaan. Almost all metrics moved in a positive direction: viewing and listening figures, advertising revenues, views and revenue from new watching models and innovation. 2015 was also a fascinating and richly filled year in which Medialaan continued its transformation from traditional broadcaster to multi-platform media company that is developing direct relationships with its end users.
The acquisition of the mobile operations (with the customer bases of Jim Mobile and Mobile Vikings) will ensure diversity of income and economies of scale.
Medialaan launched an internet distribution platform for its channels with Stievie FREE. Meanwhile, more than 700,000 users have registered on the online platform of Medialaan of which Stievie FREE is a part. This is an audience with an average age of under 35 and creates new (short) commercials from new advertisers, and video advertising on the internet via the Medialaan TV programmes.
Medialaan is involved in proceedings whereby the special tax inspectorate proceeded in 2011 to collect the gambling tax which, according to it, is owed for 2009 and for the first quarter of 2010. This is the period before the new tax circulars came into effect. The assessment against Medialaan (€ 1.0 million) for outstanding gaming tax was booked as of 31 December 2013 as debt. An appeal was made against this assessment. On 12 September 2014, the Leuven Court of First Instance ruled that Medialaan had acted in good faith with respect to the gambling tax. This ruling had the effect of maintaining the assessment, but totally lifting the fines. Medialaan has appealed at a higher level against this ruling. Parallel with this, Medialaan is also involved in a tax claim from the special tax inspectorate against a Medialaan subcontractor relating to the organisation of phone-in quizzes in 2008, 2009 and 2010. At first instance, the subcontractor was sentenced to pay gaming tax in an amount of € 6.5 million. This judgement was appealed, and in the context of this appeal Medialaan was summoned as a potentially co-liable party. Given the hold harmless clause in Medialaan's contract with its subcontractor, Medialaan set up at the end of 2014 a provision of € 2.6 million. In an appeal court judgement of December 2015 the initial judgement was upheld. Based on the Court of Appeal ruling, Medialaan has set aside an additional provision of € 3.9 million, bringing the total provision to € 6.5 million.
Roularta Media Group has no contractual obligations or limitations towards Medialaan Group.
Bayard Group consists of the entities Bayard Media GMBH & CO KG, Bayard Media Verwaltungs GMBH, Senior Publications SA, Senior Publications Nederland BV, Senior Publications Deutschland GMBH & CO KG, Senior Publications Verwaltungs GMBH, Belgomedia SA, J.M. Sailer Verlag GMBH, J.M. Sailer Geschäftsführungs GMBH, Living & More Verlag GMBH (in liquidation), 50+ Beurs & Festival BV, Press Partners BV, Mediaplus BV and Verlag Deutscher Tierschutz-Dienst GMBH.
085
| Condensed financial information | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Share of the Group in the result for the period | -1,407 | -640 | |
| Share of the Group in other comprehensive income for the period | 0 | 0 | |
| Share of the Group in total comprehensive income for the period | -1,407 | -640 | |
| Total carrying amount of other investments held by the Group | 2,332 | 2,807 | |
| Amounts receivable of other investments held by the Group | 725 | 634 |
Roularta Media Group has no contractual obligations or limitations towards those associates and joint ventures.
I. Available-for-sale investments
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| AT COST | ||
| At the end of the preceding period | 1,014 | 3,221 |
| Movements during the period: | ||
| - Acquisitions | 556 | |
| - Disposals (-) | -23 | |
| - Reclassified as assets held for sale | -2,763 | |
| At the end of the period | 991 | 1,014 |
| IMPAIRMENT LOSSES (-) | ||
| At the end of the preceding period | 0 | -430 |
| Movements during the period: | ||
| - Reclassified as assets held for sale | 430 | |
| At the end of the period | 0 | 0 |
| Net carrying amount at the end of the period | 991 | 1,014 |
All investments are considered as available for sale and are carried at fair value. Given the impossibility of reliably estimating the fair value of the other investments, financial assets for which there is no active market are valued at cost. This applies mainly to NV Roularta Media Group's investments in NV Omroepgebouw Flagey (€ 522K), in SA STM (€ 208K) and in CPP-INCOFIN (€ 124K). The Group does not expect to dispose of these shares in the short term.
The part of the investments related to the French activities that are being discontinued by the Group has been reclassified to assets held for sale in 2014 (see Note 12).
| in thousands of euros | 2015 | 2014 | |
|---|---|---|---|
| At amortised cost | |||
| At the end of the preceding period | 3,630 | 1,240 | |
| Movements during the period: | |||
| - Additions | 1,640 | 3,031 | |
| - Reimbursements | -3,417 | -641 | |
| At the end of the period | 1,853 | 3,630 | |
| IMPAIRMENT LOSSES | |||
| At the end of the preceding period | 0 | 0 | |
| Movements during the period: | |||
| At the end of the period | 0 | 0 | |
| Net carrying amount at the end of the period | 1,853 | 3,630 | |
| Total | 2,844 | 4,644 |
| I. Trade and other receivables, non current | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Other receivables | 31,479 | 40 | |
| Total trade and other receivables - non current | 31,479 | 40 |
Other receivables at the end of 2015 are related to the sale of the French activities. These receivables are interest bearing and are guaranteed.
At the end of the financial year, doubtful receivables are estimated based on an assessment of all outstanding amounts. Doubtful debtors are written off in the year in which they are identified as such.
| Movements during the period of the allowance in thousands of euros for bad and doubtful debts (non current): |
2015 | 2014 |
|---|---|---|
| Net carrying amount at the end of the preceding period | 0 | 0 |
| Net carrying amount at the end of the period | 0 | 0 |
087
ANNUAL REPORT 2015 086
| II. Trade and other receivables, current | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Trade receivables, gross | 64,106 | 63,451 | |
| Allowance for bad and doubtful debts, current (-) | -4,180 | -4,584 | |
| Invoices to issue and credit notes to receive (*) | 2,359 | 2,683 | |
| Amounts receivable and debit balances suppliers | 956 | 1,056 | |
| VAT receivable (*) | 304 | 665 | |
| Other receivables, gross | 18,434 | 4,688 | |
| Allowance for other receivables | -112 | -1,829 | |
| Total trade and other receivables - current | 81,867 | 66,130 |
(*) Not considered as financial assets as defined in IAS 32.
| Analysis of the age of current trade receivables: in thousands of euros |
2015 | 2014 |
|---|---|---|
| Net carrying amount at the end of the period | 64,106 | 63,451 |
| - of which: | ||
| * not due and due less than 30 days | 46,638 | 40,373 |
| * due 30 - 60 days | 3,807 | 3,143 |
| * due 61 - 90 days | 2,850 | 3,177 |
| * due more than 90 days | 10,811 | 16,758 |
Financial assets that have fallen due at reporting date, but on which no write-down has been taken: past-due amounts have not been written down where collection is still deemed likely.
At the end of the financial year, doubtful receivables are estimated based on an assessment of all outstanding amounts. Doubtful debtors are written off in the year in which they are identified as such.
| Movements during the period of the allowance in thousands of euros for bad and doubtful debts (trade debts): |
2015 | 2014 |
|---|---|---|
| Net carrying amount at the end of the preceding period | -4,584 | -7,330 |
| - Business combinations / business divestiture | -45 | -22 |
| - Amounts written off during the year | -4,146 | -4,556 |
| - Reversal of amounts written off during the year | 4,594 | 5,093 |
| - Receivables derecognised as uncollectible and amounts collected in the financial year |
40 | |
| - Reclassified as assets held for sale | 2,191 | |
| Net carrying amount at the end of the period | -4,181 | -4,584 |
In most Group companies, based on the year-end evaluation the provision from the end of the previous year is reversed and a new provision is recorded.
Realised losses on receivables (also on receivables provisioned at the end of the previous financial year) are detailed in Note 7.
| Movements during the period of the allowance in thousands of euros for doubtful debts (other receivables): |
2015 | 2014 |
|---|---|---|
| Net carrying amount at the end of the preceding period | -1,829 | -1,537 |
| - Amounts written off during the year | -5 | -292 |
| - Reversal of amounts written off during the year | 1,722 | |
| Net carrying amount at the end of the period | -112 | -1,829 |
I. Overview deferred tax assets - liabilities
| Recognised deferred tax assets in thousands of euros and liabilities are attributable to: |
2015 | 2014 | ||
|---|---|---|---|---|
| Deferred tax assets |
Deferred tax liabilities |
Deferred tax assets |
Deferred tax liabilities |
|
| Intangible assets | 946 | 19,998 | 1,234 | 19,887 |
| Property, plant and equipment | 7 | 8,680 | 19 | 9,462 |
| Available-for-sale investments, loans, guarantees | 16 | 5,308 | 16 | 5,243 |
| Trade and other receivables | 128 | 6 | ||
| Short-term investments | 244 | |||
| Deferred charges and accrued income | 244 | |||
| Treasury shares | 21 | 21 | ||
| Retained earnings | 1,713 | 596 | ||
| Provisions | 2,101 | 46 | 2,681 | |
| Non-current employee benefits | 999 | 1,165 | ||
| Non-current financial debts | 609 | |||
| Other payables | 1,234 | 845 | ||
| Total deferred taxes related to temporary differences | 4,069 | 35,894 | 6,599 | 36,907 |
| Tax losses | 30,283 | 654 | ||
| Tax credits | 21,782 | 3,730 | ||
| Set off tax | -35,373 | -35,373 | -9,782 | -9,782 |
| Net deferred tax assets / liabilities | 20,761 | 521 | 1,201 | 27,125 |
Deferred tax assets have not been recognised in respect of tax losses for an amount of € 66,407K (2014: € 25,395K) and in respect of temporary differences of € 1K (2014: € 1K) because it is not probable that future taxable profit will be available against which they can be utilised.
Roularta Media Group recognised deferred tax assets amounting to € 458K (2014: € 1,076K) of affiliates which suffered losses in the current or previous period. Budgets, however, indicate that these affiliates will generate sufficient taxable profit in the near future to utilise the recognised deferred tax assets.
089
ANNUAL REPORT
| in thousands of euros | 2015 | 2014 | ||
|---|---|---|---|---|
| Tax losses carried forward |
Tax credits | Tax losses carried forward |
Tax credits | |
| Year of expiration | ||||
| 2016 | ||||
| 2017 | 140 | 141 | ||
| 2018 | 254 | 254 | ||
| > 5 year | ||||
| Without expiration date | 30,283 | 21,388 | 654 | 3,335 |
| Total deferred tax asset | 30,283 | 21,782 | 654 | 3,730 |
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Gross amount | ||
| Raw materials | 4,682 | 4,958 |
| Work in progress | 543 | 550 |
| Finished goods | 197 | 194 |
| Goods purchased for resale | 357 | 640 |
| Contracts in progress | 44 | 2 |
| Total gross amount (A) | 5,823 | 6,344 |
| Write-downs and other reductions in value (-) | ||
| Finished goods | -159 | -95 |
| Goods purchased for resale | -200 | -95 |
| Total write-downs (B) | -359 | -190 |
| Carrying amount | ||
| Raw materials | 4,682 | 4,958 |
| Work in progress | 543 | 550 |
| Finished goods | 38 | 99 |
| Goods purchased for resale | 157 | 545 |
| Contracts in progress | 44 | 2 |
| Total carrying amount at cost (A+B) | 5,464 | 6,154 |
| I. Short-term investments | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| AT COST | |||
| At the end of the preceding period | 721 | 23,439 | |
| Movements during the period: | |||
| - Reimbursements and sales | -415 | -22,718 | |
| At the end of the period | 306 | 721 | |
| FAIR VALUE ADJUSTMENTS | |||
| At the end of the preceding period | 105 | -515 | |
| Movements during the period: | |||
| - Increase from fair value adjustments | 620 | ||
| - Reimbursements and sales | -365 | ||
| At the end of the period | -260 | 105 | |
| Net carrying amount at the end of the period | 46 | 826 | |
| The short-term investments relate on the one hand to short-term investments that were redeemed in 2015: € 0K (2014: € 20,001K). On the other hand the short-term investments consist of rights to the producer's share in net income under a tax shelter agreement. On these, valuation allowances are recorded, where applicable, to reflect the evolution of the market value. II. Cash and cash equivalents |
in thousands of euros | 2015 | 2014 |
| Bank balances | 22,990 | 32,487 | |
| Short-term deposits | 15,500 | 500 | |
| Cash at hand | 6 | 6 |
Issued capital
At 31 December 2015, the issued capital amounted to € 80,000K (2014: € 203,225K) represented by 13,141,123 (2014: 13,141,123) fully paid-in ordinary shares. These are no-par shares.
On 19 May 2015, a formal capital reduction amounting to € 123,225K was undertaken to eliminate a substantial part of the losses carried forward as established in the financial statements at 31 December 2014. This capital reduction was implemented without reducing the number of shares issued by the company.
At 31 December 2015 the Group owns 641,150 own shares (2014: 657,850). During the financial year, 16,700 own shares were granted to the holders of options at the moment of the exercise of their options.
091
2015 090
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Share premium | 304 | 304 |
| Costs of issuance and equity increase (net after deferred taxes) | -1,275 | -1,267 |
| Reserves for share-based payments | 5,476 | 5,460 |
| Reserves for actuarial gain / loss employee benefits | -685 | -2,923 |
| Total other reserves | 3,820 | 1,574 |
The reserves for share-based payments relate to the share options allocated as described in Note 24.
Various subscription rights and stock option plans have been issued by NV Roularta Media Group with the intention of allowing management and executive employees to benefit from the growth of the company and the evolution of the Roularta share. All subscription rights and stock option plans are settled in equity instruments, whereby each plan provides that one option or one subscription right entitles its holder to one Roularta share against payment of the exercise price. Options become unconditional when the employment contract or directorship has not ended at the time of the next exercise period. An overview of existing subscription rights and stock option plans follows.
The 28,013 subscription rights expired on 10 October 2014 and were not executed. As a result there are no subscription rights outstanding per 31 December 2015.
The Appointments and Remuneration Committee decides on the allocation of the option plans as a function of executives' and managers' performance, their contribution to achieving Group objectives and their commitment to the long-term development of Group strategy.
The exercise price of an option is determined on the basis of the average closing price of the share during the thirty days prior to the option offering date or at the price corresponding to the last closing price preceding the offering date. The vesting period of the share options is stated in the following schedule. If the share option remains unexercised during the last exercise period, the share option expires. The share options which are not yet exercisable are forfeited if a member of management or an executive employee leaves the company before the last exercise period, except in case of retirement or decease.
Overview of the stock option plans to be exercised offered to the management and executive employees:
| Year of offering |
Options offered |
Options granted |
Options to be exercised |
Exercise price in € |
First exercise period |
Last exercise period |
|---|---|---|---|---|---|---|
| 2006 | 300,000 | 267,050 | 186,250 | 53.53 | 01/01 - 31/12/2010 | 01/01 - 31/12/2021 |
| 2008 | 300,000 | 233,650 | 147,900 | 40.00 | 01/01 - 31/12/2012 | 01/01 - 31/12/2023 |
| 2009 | 269,500 | 199,250 | 120,950 | 15.71 | 01/01 - 31/12/2013 | 01/01 - 31/12/2019 |
| 2014 | 203,750 | 114,700 | 114,700 | 11.73 | 01/01 - 31/12/2019 | 01/01 - 31/12/2025 |
| 1,073,250 | 814,650 | 569,800 |
| 2015 | 2014 | |||
|---|---|---|---|---|
| Number of share options |
Weighted average exercise price in € |
Number of share options |
Weighted average exercise price in € |
|
| Outstanding at the beginning of the year | 490,800 | 38.11 | 566,552 | 37.64 |
| Granted during the year (settlement) | 114,700 | 11.73 | ||
| Forfeited during the year | -11,750 | 41.39 | -63,000 | 37.94 |
| Exercised during the year | -16,700 | 16.23 | ||
| Expired during the year | -7,250 | 21.93 | -12,752 | 18.20 |
| Outstanding at the end of the year | 569,800 | 33.58 | 490,800 | 38.11 |
| Exercisable at the end of the year | 337,605 | 322,065 |
During the year, 16,700 share options were exercised. In 2014, no share options were exercised. The share options outstanding at the end of the year have a weighted average remaining term of 6.9 years.
The weighted average price at the date of exercise in 2015 was € 21.6 (2014: not applicable).
To meet potential liabilities arising from stock options, the company introduced in the past a programme to purchase its own shares to enable it to partly meet these future options.
The fair value of the in 2015 granted options amounts to € 4.39 and was calculated at the grant date of the option using the Black and Scholes formula. The expected volatility is based on the historic volatility over a period of 5 years of historic rates. It has been assumed that exercise will be immediate in every period in which exercise can take place.
The inputs into the model used to calculate the fair value of the in 2015 granted options were as follows:
Weighted average share price in € on the date of grant 14.67 Weighted average exercise price in € 11.73 Expected volatility 32% Expected life of the share option (in years) 6 Risk free rate 0.6% Expected dividend yield 2.4%
In 2015 the Group recognised € 16K (2014: -€ 438K) as personnel cost relating to equity-settled share-based payment transactions. All stock option plans granted as of 7 November 2002 are recognised in profit and loss.
093
ANNUAL REPORT
| 2015 Provisions, non current in thousands of euros |
Legal proceeding provisions |
Environ mental provisions |
Restruc turing provisions |
Other provisions |
Total |
|---|---|---|---|---|---|
| At the end of the preceding period | 9,903 | 9 | 338 | 6,586 | 16,836 |
| Movements during the period: | |||||
| - Additional provisions | 102 | 300 | 402 | ||
| - Increase / decrease to existing provisions | 366 | 366 | |||
| - Amounts of provisions used (-) | -6,941 | -4 | -141 | -1,558 | -8,644 |
| - Unused amounts of provisions reversed (-) | -79 | -464 | -543 | ||
| At the end of the period | 3,351 | 5 | 497 | 4,564 | 8,417 |
Provisions for pending disputes relate largely to disputes at NV Roularta Media Group. A description of the significant litigations can be found in Note 26. The environmental provisions relate to provisions for soil decontamination. The restructuring provisions relate for € 497K to the restructurings within the Belgian group companies. The other provisions include at the end of 2015 exceptional provisions for the transfer of a printing press.
| 2014 Provisions, non current in thousands of euros |
Legal proceeding provisions |
Environ mental provisions |
Restruc turing provisions |
Other provisions |
Total |
|---|---|---|---|---|---|
| At the end of the preceding period | 9,922 | 14 | 15,111 | 3,822 | 28,869 |
| Movements during the period: | |||||
| - Additional provisions | 8 | 91 | 4,682 | 4,781 | |
| - Increase / decrease to existing provisions | 374 | 374 | |||
| - Acquisitions through business combinations |
11 | 11 | |||
| - Reclassified to liabilities associated with assets held for sale (-) |
-404 | -14,720 | -1,661 | -16,785 | |
| - Amounts of provisions used (-) | -13 | -85 | -257 | -355 | |
| - Unused amounts of provisions reversed (-) | -59 | -59 | |||
| At the end of the period | 9,903 | 9 | 338 | 6,586 | 16,836 |
Roularta Media Group is a party to proceedings before the Commercial Court with its former business partner Bookmark. A provision of € 578K has been set up for these proceedings.
NV Kempenland is claiming damages for failure to honour a printing contract with De Streekkrant-De Weekkrantgroep. The Turnhout Commercial Court condemned De Streekkrant-De Weekkrantgroep on 12 September 2013 in first instance to pay SA Kempenland the sum of: € 3.96 million in principal; € 4.06 million in overdue interest; the court costs.
On appeal the ruling of the first court was broadly confirmed. However, NV Kempenland's claim for capitalisation of interest was rejected on appeal. The amount which NV Roularta Media Group was condemned to pay, was paid to the opposing party at the end of December 2015. Given the still ongoing discussion about the allocation to the final judgement amount (principal, interest and costs) of the payments made and amounts consigned during the course of the disputes, a provision of € 0.5 million was still held by NV Roularta Media Group as of 31 December 2015. NV Roularta Media Group is investigating the possibility of appealing the judgement to the Belgian supreme court.
On 30 December 2011 a writ was served on NV Roularta Media Group and NV Vogue Trading Video by SAS QOL and SAS QOL FI for damages allegedly suffered from non-compliance with contractual obligations. The total claim amounts to € 4.7 million. The claim was dismissed in first instance by the Commercial Court of Brussels as completely unfounded. SAS QOL and SAS QOL FI have since lodged an appeal against this first judgement. The appeal has been initiated and deadlines have been set for each side to present its case. Based on the current contents of the dossier, Roularta Media Group management believes that it has sufficient legal arguments to refute this claim. No provision has therefore been set up.
With the acquisition of all shares of NV Coface Services Belgium (later on Euro DB) RMG inherited a pending legal dispute with InfoBase. InfoBase claims that the counterfeiting for which Coface Services Belgium was condemned in the past by the Nivelles Court of First Instance (judgement of 15 November 2006) has continued. Based on this judgement, whereby Coface Services Belgium SA was sentenced to immediate cessation of this counterfeiting under penalty of a fine of € 1,000 per day, InfoBase has proceeded systematically to claim periodic penalty payments. A provision of € 1.2 million has been set up for these penalty payments. By judgement of the Nivelles judge of attachments of 5 January 2015 Euro DB was sentenced to pay € 1.28 million of forfeited penalties and costs. This amount was placed by Euro DB on a blocked account with the Deposit and Consignment Office. Euro DB has appealed against the judgement of the Nivelles judge of attachments. Prudently, and despite a positive decision of the Court of First Instance in Brussels on 12 February 2015, which ruled in a parallel lawsuit that Euro DB does not continue to be guilty of counterfeiting, management has decided to increase the existing provision with the possible amount of forfeited penalties and costs by € 0.4 million to € 2.1 million. InfoBase has appealed against the positive decision of the Court of First Instance in Brussels on 12 February 2015.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Defined benefit plans | 217 | 619 |
| Other long-term employee benefits | 3,310 | 3,574 |
| Future tariff benefits on subscriptions | 613 | 599 |
| Employee retirement premiums | 587 | 753 |
| Jubilee premiums | 2,110 | 2,222 |
| At the end of the period | 3,527 | 4,193 |
II. Defined benefit plans
Various defined benefit pension plans exist within the Group, whereby remuneration is dependent on the number of years' service and salary levels.
For the Belgian plans the assets are held in funds as required by law.
For each plan the pension costs are calculated separately by an actuary based on the 'projected unit credit' method. Using this method obligations in respect of previous years' service and built-up fund investments are calculated, with the difference between the two (net value) shown by the Group in the balance sheet.
Under Belgian law, defined contribution plans are subject to minimum guaranteed rates of return. For contributions paid until the end of 2015, the employer has to guarantee an average minimum return of 3.75% on employee contributions and of 3.25% on employer contributions. As from 2016 onwards, the minimum guaranteed rate of return on new contributions will be linked to the yield of Belgian linear bonds with a term of 10 years, with a minimum of 1.75% and a maximum of 3.75%. These returns are being calculated as an average over the service period of the employee. Because of this minimum guaranteed rate of return, all Belgian defined contribution plans are considered as a defined benefit plan under IFRS. These plans financed through group insurances, were treated as defined contribution plans in the past, as higher interest rates were applicable and the return on pension plans provided by insurance companies was sufficient to meet the minimum rate of return requirements.
In 2014, under the previous legal framework, the application of the projected unit credit method was considered problematic, and there was uncertainty with respect to the future evolution of the minimum guaranteed rates of return. As a consequence, the Group didn't recognise a net liability in the consolidated balance sheet on 31 December 2014, as for the majority of the Belgian plans, the insurance companies confirmed that an average net total return of at least 3.25% until 2016 will be achieved.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| A. Amounts recognised in the balance sheet | ||
| 1. Net funded defined benefit plan obligation (asset) | 152 | 610 |
| 1.1. Present value of funded or partially funded obligation | 1,973 | 1,927 |
| 1.2. Fair value of plan assets (-) | -1,821 | -1,317 |
| 2. Present value of wholly unfunded obligation | 0 | 9 |
| 3. Reclassification: Belgian contribution plans | 65 | |
| Defined benefit plan obligation, total | 217 | 619 |
| B. Net expense recognised in income statement and other comprehensive income |
||
| Recognised in income statement | ||
| 1. Current service cost | 63 | 47 |
| 2. Interest cost | 42 | 32 |
| 3. Expected return on plan assets (-) | -30 | -28 |
| 4. Past service cost (Belgian contribution plans) | 65 | |
| Total net expense recognised in income statement | 140 | 51 |
| Recognised in other comprehensive income | ||
| 1. Net actuarial (gain) loss recognised | -486 | 274 |
| Total net expense recognised in other comprehensive income | -486 | 274 |
| Net expense recognised in income statement and other comprehensive income | -346 | 325 |
| C. Movements in the present value of the defined benefit plan obligation | ||
| Present value of the defined benefit plan obligation, beginning balance | 1,936 | 909 |
| 1. Current service cost | 63 | 47 |
| 2. Interest cost | 42 | 32 |
| 3. Net actuarial (gain) loss recognised | -66 | 271 |
| 4. Contribution by the plan's participants | 19 | 21 |
| 5. Benefits paid (-) | -12 | -97 |
| 6. Reclassification: Belgian contribution plans | 29,721 | |
| 7. Other increase / decrease (+/-) | -9 | 753 |
| Present value of the defined benefit plan obligation, ending balance | 31,694 | 1,936 |
| D. Movements in the fair value of plan assets | ||
| Fair value of plan assets, beginning balance | 1,317 | 756 |
| 1. Expected return on plan assets | 30 | 28 |
| 2. Actuarial gains (losses) | 420 | -3 |
| 3. Contributions by employer | 47 | 50 |
| 4. Contribution by the plan's participants | 19 | 21 |
| 5. Benefits paid (-) | -12 | -97 |
| 6. Reclassification: Belgian contribution plans | 29,656 | |
| 7. Other increase / decrease (+/-) | 562 | |
| Fair value of plan assets, ending balance | 31,477 | 1,317 |
| Actual return on plan assets | 30 | 25 |
097
ANNUAL REPORT 2015
096
| 2015 | 2014 | |
|---|---|---|
| E. Principal actuarial assumptions | ||
| 1. Discount rate | 2.5% | 2.2% |
| 2. Expected return on plan assets | 2.5% | 2.2% |
| 3. Expected rate of salary increase | 3.0% | 1.0% |
| 4. Future defined benefit increase | 2.0% | 2.0% |
| in thousands of euros | 2015 | 2014 | 2013 | 2012 |
|---|---|---|---|---|
| Present value of defined benefit obligation | 1,973 | 1,936 | 6,078 | 7,282 |
| Fair value of plan assets | 1,821 | 1,317 | 756 | 783 |
| Deficit / (surplus) | 152 | 619 | 5,322 | 6,499 |
| Experience adjustments on plan liabilities: increase (decrease) | -66 | 271 | -115 | 809 |
| Experience adjustments on plan assets: increase (decrease) | 420 | -3 | 7 | 2 |
For defined benefit pension plans a defensive investment strategy is applied, with investment mainly in fixed income securities, so as to guarantee the safety, return and liquidity of the investments, with judicious diversification and spread of investments.
The major categories of plan assets, and the percentage that each major category constitutes of the fair value of the total plan assets, are as follows:
| 2015 | 2014 | |
|---|---|---|
| Fixed income securities and cash | 88% | 90% |
| Equity instruments | 6% | 4% |
| Property | 6% | 6% |
The Group expects to make a contribution of € 49K to the defined benefit plans in 2016.
With respect to these defined benefit plans, the Group is exposed to risks related to the decrease in the interest rate (discount rate), which will give rise to an increase in liabilities.
Several defined contribution plans exist within the Group. For the Belgian plans the Law on Supplementary Pensions provides that the employer must guarantee a minimum return (see Note 27 section II). Because of this minimum guaranteed rate of return, all Belgian defined contribution plans are considered as a defined benefit plan under IFRS as from 2015.
| Summary of defined contribution plans | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Contributions paid - employer | 2,926 | 2,939 | |
| Contributions paid - employee | 383 | 396 |
IV. Stock options and subscription rights We refer to Note 24.
| 2015 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Financial debts | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | ||
| Debentures | 99,865 | 99,865 | ||||
| Finance leases | 6 | 6 | ||||
| Credit institutions | 2,856 | 2,021 | 3,211 | 6,263 | 14,351 | |
| Total financial debts according to their maturity | 2,862 | 2,021 | 103,076 | 6,263 | 114,222 | |
| 2014 | in thousands of euros | Current | Non current | |||
| Financial debts | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total |
| 2014 in thousands of euros |
Current | Non current | |||
|---|---|---|---|---|---|
| Financial debts | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | |
| Debentures | 99,767 | 99,767 | |||
| Convertible debentures | 71 | 71 | |||
| Finance leases | 3 | 3 | 3 | 9 | |
| Credit institutions | 2,483 | 2,021 | 4,204 | 7,291 | 15,999 |
| Total financial debts according to their maturity | 2,486 | 2,095 | 103,974 | 7,291 | 115,846 |
In September 2012, RMG carried out a public bond offering. With an issue date of 10 October 2012, this six-year, € 100 million bond offered a fixed annual gross interest rate of 5.125%.
The Group's lenders, except for its bond holders, have imposed covenants calculated on combined financial information where joint ventures are consolidated using the proportionate method of consolidation. These covenants relate to the debt ratio (net financial debt/EBITDA must be less than 3), interest coverage (EBITDA/ net financing expenses must be greater than 4), gearing (net debt/equity must be less than 80%), solvency (minimum 25%) and dividends. The Group did not breach any of its covenants imposed on 31 December 2015.
The guaranteed debts included in the financial debts can be summarised as follows (in thousands of euros): Finance leases 6 Credit institutions 6,325
These are guaranteed by (in thousands of euros): Mortgages registered on the Group's land and buildings 11,000 Pledges 2,500
For further information on the Group's exposure to interest and exchange rate risks, see Note 32 Financial instruments – risks and fair value.
| 2015 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Trade and other payables | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | ||
| Trade payables | 48,086 | 48,086 | ||||
| Advances received | 19,841 | 19,841 | ||||
| Current employee benefits | 18,008 | 18,008 | ||||
| - of which payables to employees | 11,224 | 11,224 | ||||
| - of which payables to Public Administrations | 6,784 | 6,784 | ||||
| Taxes | 1,630 | 1,630 | ||||
| Other payables | 20,277 | 37 | 20,314 | |||
| Accrued charges and deferred income | 5,598 | 5,598 | ||||
| maturity | Total amount of payables according to their | 113,440 | 0 | 0 | 37 | 113,477 |
| 2014 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Trade and other payables | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | ||
| Trade payables | 66,844 | 66,844 | ||||
| Advances received | 19,800 | 19,800 | ||||
| Current employee benefits | 14,770 | 14,770 | ||||
| - of which payables to employees | 11,127 | 11,127 | ||||
| - of which payables to Public Administrations | 3,643 | 3,643 | ||||
| Taxes | 3,004 | 3,004 | ||||
| Other payables | 15,941 | 37 | 15,978 | |||
| Financial derivatives | 293 | 293 | ||||
| Accrued charges and deferred income | 5,691 | 5,691 | ||||
| maturity | Total amount of payables according to their | 126,343 | 0 | 0 | 37 | 126,380 |
| Present value of minimum lease payments |
Minimum lease payments |
ANNUAL REPORT 2015 |
||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 099 |
| 6 | 3 | 7 | 4 | |
| 6 | 6 | |||
| 6 | 9 | 7 | 10 | |
| -1 | -1 | |||
| 6 | 9 | 6 | 9 | |
| 6 | 3 | |||
| 6 | ||||
| 6 | 9 | |||
| Current trade payables | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Trade payables | 33,219 | 52,391 | |
| Invoices to be received / credit notes to issue (*) | 14,091 | 13,650 | |
| Credit balances trade receivables | 776 | 803 | |
| Total current trade payables | 48,086 | 66,844 |
(*) No financial liability as defined in IAS 32.
| Current other payables | in thousands of euros | 2015 | 2014 | |||
|---|---|---|---|---|---|---|
| Indirect tax payable (*) | 4,410 | 4,632 | ||||
| Other payables | 15,867 | 11,309 | ||||
| Total current other payables | 20,277 | 15,941 | ||||
| Indirect taxes relate primarily to VAT, advance income tax and provincial and municipal taxes. | ||||||
| Accrued charges and deferred income | in thousands of euros | 2015 | 2014 | |||
| Accrued interest | 1,212 | 1,504 | ||||
| Accrued charges and deferred income (*) | 4,386 | 4,098 | ||||
| Carrying amount of government grants recognised (*) | 89 | |||||
| Total accrued charges and deferred income | 5,598 | 5,691 | ||||
I. Finance leases
The finance lease arrangements held by the Group relate to vehicles.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
Interest recognised as an expense in the period related to finance lease 1 1
The interest portion of the financial lease is charged to income over the term of the lease.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| Lease payments recognised as an expense in the period | 12,181 | 13,737 |
The Group mainly rents buildings, machines, company cars and office equipment. Operating lease payments are expressed in the income statement on a straight-line basis over the lease term.
| Non-cancellable future minimum operating lease payments: |
in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| < 1 year | 13,427 | 20,800 | |
| 1 to 5 years | 23,096 | 59,031 | |
| > 5 years | 2 | 3 | |
| 36,525 | 79,834 |
The Group doesn't provide securities for obligations anymore (2014: € 2,550K). Pledges totalling € 2,500K (2014: € 2,524K) were given on business assets.
The Group's contractual obligations to buy paper from third parties amount to € 4,312K (2014: € 4,063K).
There are no material contractual obligations to acquire property, plant and equipment.
In the exercise of its business activity the Group is exposed to currency, interest rate, credit and market risks. Derivatives are used to reduce the currency and interest risks.
The currency risks identified by management relate to the (expected) purchases in USD in the Audiovisual Media segment and to activities outside the euro-zone. Other than that, the Group runs to some extent currency risks with respect to its operating activities.
| Interest rate in thousands of euros |
2015 | 2014 | Effective interest rate |
|
|---|---|---|---|---|
| Fixed interest rate | 600 | 840 | from 1.5% to 3.5% | |
| Fixed interest rate | 102,981 | 103,473 | from 4% to 6% | ANNUAL REPORT 2015 |
| Fixed interest rate with variable margin | 9,800 | 11,457 | from 4% to 6% | 0101 |
With regard to the purchases and the firm commitments to purchase film rights in USD in the Audiovisual Media segment, the Group uses foreign exchange contracts to hedge the risk of changes in the fair value of a recognised asset or liability, or a non-recognised definite undertaking in the context of its commercial activities. The forward contracts used for these hedges do not have a direct impact on the financial position or results of the Group as these instruments are only used by associates which are consolidated by the equity method and, therefore, are only reflected in the share in the result of associates and joint ventures.
Despite these hedging instruments, fluctuations in the USD can have a limited impact on the Group's operating results.
The operating currency risks to the Group from activities outside the euro-zone, that is Serbia, are very limited. The net cash flow from and to this entity, and its timing, is such that no significant currency positions have arisen from it.
As of 31 December 2015, there are no financing activities with a potential currency risk.
Management is of the opinion that, given the above-mentioned hedging of the foreign exchange risks, the risks of fluctuations in the fair value or in the future cash flows of financial instruments which impact the profit or equity as a result of exchange rate changes, are not material.
The maturity dates of the financial debts and liabilities are given in Note 28.
The debentures and loans of credit institutions have fixed or variable interest rates.
The table below summarises the effective interest rates at balance sheet date of these interest-bearing loans (debentures, convertible debentures and credit institutions):
Next to these loans, at 31 December 2015, the Group had negative overdrafts with credit institutions for € 841K (2014: € 66K). These carried variable market interest rates.
Loans towards associates and joint ventures, which are recorded under other loans, have a fixed interest rate which is revisable after three or five years.
In order to hedge the risks of unfavourable interest rate fluctuations, the Group used financial instruments (IRS contracts).
As of 31 December 2015 and 31 December 2014, there were no financial instruments which meet the requirements defined in IAS 39 and are therefore regarded as cash flow hedging contracts.
Alongside these are a number of contracts that do not meet the conditions of IAS 39 to be viewed as hedging contracts.
By the end of 2015, there were no such contracts anymore (2014: IRS contracts with a total notional amount of € 35,000K).
0103
The maturity dates of the notional amounts of these financial instruments, can be summarised as follows:
| 2014 | in thousands of euros | Current | Non current |
|---|---|---|---|
| Up to 1 year | 2 years 3 to 5 years |
||
| Interest Rate Swap | |||
| No cash flow hedge | 35,000 |
The fair value at balance sheet date of these financial instruments can be summarised as follows:
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| in thousands of euros | Asset | Liability | Asset | Liability | |
| Interest Rate Swap | |||||
| No cash flow hedge | -293 | ||||
| 0 | 0 | 0 | -293 |
The impact of the evolution in the market values (before taxes) of these financial instruments can be summarised as follows:
| 2015 | in thousands of euros | Evolution market values |
Recognised in equity |
Recognised in profit and loss |
|---|---|---|---|---|
| Interest Rate Swap | ||||
| No cash flow hedge | 293 | 293 | ||
| 293 | 0 | 293 | ||
| 2014 | in thousands of euros | Evolution market values |
Recognised in equity |
Recognised in profit and loss |
| Interest Rate Swap | ||||
| No cash flow hedge | 558 | 558 | ||
The changes which have been recognised in the income statement are included under the financial results.
Given the above-mentioned hedge contracts, which limit the interest risk, we have examined to what extent a general rise or fall of 100 basis points applied to all loan periods would influence the interest cost recorded in 2015 of all outstanding loans per end of 2015.
As there are no loans outstanding in 2015 that carry a variable interest rate, the Group is not subject to sensitivity related to interest rate fluctuations per 31 December 2015.
C. Credit risk
The Group is exposed to credit risk on its customers, which could lead to credit losses.
To control this credit risk, credit investigations are performed on customers which request major credit facilities. Where the outcome is negative, credit is refused or restricted. In addition, the Group also uses trade finance instruments, such as letters of credit, to cover its credit risk and credit insurances are concluded for a limited percentage of the foreign clients of the printing works.
There was no significant concentration of credit risks with a single counterparty at 31 December 2015.
Despite RMG's intention of limiting its credit risk, it can face a deterioration of the creditworthiness of its customers. Any failure to conclude a credit insurance policy with respect to certain customers can have a material adverse effect on RMG's business, financial condition and/or results.
The carrying value of the financial assets presents the Group's maximum exposure to credit risk. The carrying value is reported including impairments. An overview of this carrying value can be found under item F. Impairment charges are detailed in Note 19.
An analysis of the maturity dates of the financial liabilities can be found in Note 28 and is summarised below, together with the interest costs.
RMG's indebtedness and the restrictions agreed upon in the financing agreements may adversely affect RMG's liquidity position. Any breach of covenants can lead to the loans being immediately due and payable.
The Group expects to meet its obligations through operating cash flows. In addition, the Group has various short-term credit lines for a total amount of € 26,000K (2014: € 39,000K). These credit lines form an additional working capital buffer. No specific maturity is guaranteed on these credit lines by the lenders. At the end of 2015 and 2014, no use was made of these credit lines.
RMG manages the cash and financing flows and the resulting risks through a treasury policy at group level. In order to optimise the equity positions and minimise the related interest expenses, the cash flows of the subsidiaries within the Group are centralised as far as possible in a cash pool.
| Financial debts 2015 in thousands of euros | Current | Non current | ||||
|---|---|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | |||
| Total financial debts according to their maturity | 2,862 | 2,021 | 103,076 | 6,263 | 114,222 | |
| Interest costs 2015 | in thousands of euros | Current | Non current | |||
| Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | ||
| Debentures | 5,125 | 5,125 | 5,125 | 15,375 |
Roularta Media Group is constantly seeking to improve its balance sheet structure (combination of debt and equity). The main objective of its balance sheet structure is to maximise shareholder value whilst retaining the desired financial flexibility for undertaking strategic projects.
In analysing the balance sheet structure we use the IFRS classifications for distinguishing between equity and debt.
0105
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| in thousands of euros | Note | Carrying amount |
Fair value | Carrying amount |
Fair value | |
| Non-current assets | ||||||
| Available-for-sale investments, loans and guarantees |
18 | 2,844 | 2,844 | 4,646 | 4,646 | |
| Trade and other receivables | 19 | 31,479 | 31,479 | 40 | 40 | |
| Current assets | ||||||
| Trade and other receivables | 19 | 79,204 | 79,204 | 62,782 | 62,782 | |
| Short-term investments | 22 | 46 | 46 | 826 | 826 | |
| Cash and cash equivalents | 22 | 38,496 | 38,496 | 32,993 | 32,993 | |
| Assets held for sale | 12 | 0 | 0 | 151,933 | 151,933 | |
| Non-current liabilities | ||||||
| Financial debts | 28 | -111,360 | -112,708 | -113,360 | -113,524 | |
| Other payables | 29 | -37 | -37 | -37 | -37 | |
| Current liabilities | ||||||
| Financial debts | 28 | -2,862 | -3,397 | -2,486 | -3,065 | |
| Trade payables | 29 | -33,995 | -33,995 | -53,194 | -53,194 | |
| Advances received | 29 | -19,841 | -19,841 | -19,800 | -19,800 | |
| Other payables | 29 | -15,867 | -15,867 | -11,309 | -11,309 | |
| Financial derivatives | 0 | 0 | -293 | -293 | ||
| Accrued interests | 29 | -1,212 | -1,212 | -1,504 | -1,504 | |
| Liabilities directly associated with assets held for sale |
12 | 0 | 0 | -97,022 | -97,022 |
We mention below the main methods and assumptions used for estimating the fair values of financial instruments which are included in the overview.
As mentioned in Note 18, because no reliable estimate can be made of the fair values of the investments in this heading, financial assets for which no active market exists are valued at cost.
For amounts receivable and payable with original maturities of under one year, the nominal value is deemed to reflect the fair value, given the short maturities. For amounts receivable after one year it has been established that carrying value reflects the fair value.
The fair value of loans and finance leases is calculated based on the present value of the expected future cash flows of redemption and interest payments.
For short-term liabilities the nominal value is deemed to reflect the fair value, given the short maturities. For trade payables with terms of more than one year it has been established that the carrying value reflects the fair value. For financial derivatives the fair value is established on the basis of the market valuation at balance sheet date.
As of 31 December 2015, the Group held the following financial instruments measured at fair value:
| in thousands of euros | 31/12/2015 | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|---|
| Assets measured at fair value | |||||
| Short-term investments | 46 | 46 |
As of 31 December 2014, the Group held the following financial instruments measured at fair value:
| in thousands of euros | 31/12/2014 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Assets measured at fair value | ||||
| Short-term investments | 826 | 826 | ||
| Liabilities measured at fair value | ||||
| Interest Rate Swap - no cash flow hedge | -293 | -293 | ||
| The following hierarchy is used for determining and disclosing the fair value of financial instruments by valuation technique: • level 1: quoted prices in active markets for identical assets or liabilities • level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly |
||||
| • level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based |
During the reporting period, there were no transfers between the different levels.
0107
The following acquisitions with effect on the consolidated financial statements took place in 2015:
On 29 October 2015, Roularta Media Group NV acquired a 65% stake of Storesquare NV. It concerned the acquisition of an existing platform – a start-up 'market place' or digital shopping square that was mainly regionally active. This platform will be expanded by UNIZO, Roularta and KBC to roll out a national e-commerce platform in 2016. The purchase price includes an earn-out.
On 19 November 2015, Roularta Media Group NV acquired the remaining 50% of the shares of Himalaya NV. Afterwards, the goodwill of Himalaya NV (brandnames, content, databases, fixed assets) was sold.
In 2014, following acquisitions took place:
| ANNUAL REPORT 2015 |
in thousands of euros | 2015 | 2014 | |
|---|---|---|---|---|
| 0106 | ASSETS | |||
| Non-current assets | 1,143 | 1,165 | ||
| Intangible assets | 1,109 | 1,342 | ||
| Property, plant and equipment | 4 | 17 | ||
| Available-for-sale investments, loans and guarantees | 3 | -590 | ||
| Deferred tax assets | 27 | 396 | ||
| Current assets | 254 | 2,679 | ||
| Trade and other receivables | 251 | 2,511 | ||
| Cash and cash equivalents | 3 | 168 | ||
| Total assets | 1,397 | 3,844 |
On 9 January 2014, Roularta Media Group NV acquired the remaining 50% of the shares of Roularta HealthCare NV. On 14 February 2014, the remaining 50% of the shares of Roularta Business Leads NV were acquired.
The 2015 and 2014 acquisitions were accounted for using the purchase method in accordance with IFRS 3 Business Combinations (revised).
The fair value of the assets and liabilities of the acquired subsidiaries on the date of acquisition that fit the recognition principles of IFRS 3 Business Combinations and the amounts paid are presented as follows:
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| LIABILITIES | ||
| Non-current liabilities | 1,268 | 127 |
| Provisions | 127 | |
| Other payables | 1,268 | |
| Current liabilities | 516 | 3,976 |
| Financial debts | 55 | |
| Trade payables | 373 | 1,875 |
| Advances received | 102 | 366 |
| Employee benefits | 9 | 330 |
| Taxes | 1 | |
| Other payables | 32 | 1,200 |
| Accrued charges and deferred income | 149 | |
| Total liabilities | 1,784 | 4,103 |
| Total net assets acquired | -387 | -259 |
| Net assets acquired | -387 | -259 |
| Goodwill | 1,362 | 997 |
| Consideration paid / to pay in cash and cash equivalents | 975 | 738 |
| Deposits and cash and cash equivalents acquired | -3 | -168 |
| Net cash outflow | 972 | 570 |
| The share of these acquisitions in sales and net result of the Group is: | ||
| 2015 in thousands of euros |
Sales of the period | Net result of the period |
| - Storesquare NV | 0 | -116 |
| in thousands of e | |
|---|---|
| 2015 | in thousands of euros | Sales of the period | Net result of the period |
|---|---|---|---|
| - Storesquare NV | 0 | -116 | |
| - Himalaya NV | 227 | -826 | |
| 2014 | in thousands of euros | Sales of the period | Net result of the period |
| - Roularta HealthCare NV | 5,884 | -398 | |
| - Roularta Business Leads NV | 867 | 372 |
If the acquisitions of these participations had taken place on 1 January 2015 and 1 January 2014 , there would be no major effect on the amount of revenue and result recorded.
On 31 July 2015, Roularta Media Group NV exercised its option to purchase shares in Proxistore held by shareholders IPM and Kadenza for € 650K. This increases the shareholding from 35.87% to 50.0%. Proxistore NV is accounted for by using the equity method of consolidation.
In 2015, the French activities were sold. For more detail, see Note 11.
On 31 December 2015, the Group sold its shareholding (100%) in City Magazine Roularta d.o.o. The results of 2015 of this company were consolidated (sales of € 347K and a loss of € 132K).
In 2014, there were no disposals of subsidiaries.
The book value of the assets and liabilities of the disposed subsidiaries on the date of disposal is presented as follows. Since the French activities were proposed as assets/liabilities held for sale at the end of 2014, the sold balances at the end of May 2015 don't represent a mutation of the continuing balance.
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| LIABILITIES | ||
| Non-current liabilities | 12,379 | 0 |
| Provisions | 4,469 | |
| Employee benefits | 7,794 | |
| Other payables | 116 | |
| Current liabilities | 76,279 | 0 |
| Financial liabilities | 510 | |
| Trade payables | 36,608 | |
| Advances received | 17,278 | |
| Employee benefits | 13,205 | |
| Other payables | 8,573 | |
| Accrued charges and deferred income | 105 | |
| Total liabilities | 88,658 | 0 |
| Total disposed net assets | 64,150 | 0 |
| Translation differences in equity | -56 | |
| Minority interests | -351 | |
| Gain (loss) on disposal | -4,618 | |
| Receivables on 31/12/2015 relating to disposal of subsidiaries | -43,325 | |
| Cash consideration received | 15,800 | 0 |
| Deposits and cash and cash equivalents disposed of | -3,018 | |
| Net cash inflow (outflow) | 12,782 | 0 |
| in thousands of euros | 2015 | 2014 |
|---|---|---|
| ASSETS | ||
| Non-current assets | 98,300 | 0 |
| Intangible assets | 90,420 | |
| Property, plant and equipment | 1,337 | |
| Investments accounted for using the equity method | 1,543 | |
| Available-for-sale investments, loans and guarantees | 3,084 | |
| Trade debts and other debts | 1,948 | |
| Deferred tax assets | -32 | |
| Current assets | 54,508 | 0 |
| Inventories | 2,314 | |
| Trade and other receivables | 44,029 | |
| Cash and cash equivalents | 3,018 | |
| Deferred charges and accrued income | 5,147 | |
| Total assets | 152,808 | 0 |
Note 17 shows the condensed financial information related to the interests in associates and joint ventures.
Following significant events occurred after the balance sheet date:
Otherwise, no major events have occurred which significantly affect the results and the financial position of the company.
0111
The audit fees amount to € 153K. The fees of the auditor related to special services amount to € 35K. The fees payable to persons with whom the auditor is associated amount to € 25K.
| 2015 | in thousands of euros | Associated companies and joint ventures |
Other related parties |
Total |
|---|---|---|---|---|
| I. Assets with related parties | 3,793 | 15 | 3,808 | |
| Available-for-sale investments, loans and guarantees | 725 | 0 | 725 | |
| Loans | 725 | 725 | ||
| Current receivables | 3,068 | 15 | 3,083 | |
| Trade receivables | 2,174 | 15 | 2,189 | |
| Other receivables | 894 | 894 | ||
| II. Liabilities with related parties | 14,589 | 255 | 14,844 | |
| Financial liabilities | 37 | 0 | 37 | |
| Other payables | 37 | 37 | ||
| Payables | 14,552 | 255 | 14,807 | |
| Financial debts | 835 | 835 | ||
| Trade payables | 2,336 | 255 | 2,591 | |
| Other payables | 11,381 | 11,381 | ||
| III. Transactions with related parties | ||||
| Rendering of services | 9,446 | 666 | 10,112 | |
| Receiving of services (-) | -6,507 | -2,756 | -9,263 | |
| Transfers under finance arrangements | -11 | -11 | ||
| IV. Key management personnel remunerations (including directors) | 3,574 | |||
| - of which short-term employee benefits | 3,239 | |||
| - of which post-employment benefits | 271 | |||
| - of which share-based payment expenses | 64 | |||
| V. Remuneration board members for the execution of their mandate | 425 |
| 2014 | in thousands of euros | Associated companies and joint ventures |
Other related parties |
Total |
|---|---|---|---|---|
| I. Assets with related parties | 6,560 | 387 | 6,947 | |
| Current receivables | 6,560 | 387 | 6,947 | |
| Trade receivables | 4,889 | 387 | 5,276 | |
| Other receivables | 1,671 | 1,671 | ||
| II. Liabilities with related parties | 5,820 | 809 | 6,629 | |
| Payables | 5,820 | 809 | 6,629 | |
| Trade payables | 5,816 | 809 | 6,625 | |
| Other payables | 4 | 4 | ||
| III. Transactions with related parties | ||||
| Sale of goods | 1,129 | 1,129 | ||
| Rendering of services | 11,533 | 438 | 11,971 | |
| Receiving of services (-) | -7,292 | -2,129 | -9,421 | |
| Transfers under finance arrangements | -11 | -11 | ||
| IV. Key management personnel remunerations (including directors) (*) | 4,955 | |||
| - of which short-term employee benefits | 4,742 | |||
| - of which post-employment benefits | 122 | |||
| - of which share-based payment expenses | 91 | |||
| V. Remuneration board members for the execution of their mandate | 465 | |||
| (*) Including discontinued operations. | ||||
| The Group has no assets, liabilities nor transactions with its shareholders Comm.VA Koinon, SA West |
Investment Holding and SA Bestinver Gestión S.G.I.I.C.
Assets, liabilities and transactions with subsidiaries are fully eliminated in consolidation. Assets, liabilities and transactions with associates and joint ventures are not eliminated in consolidation and are consequently fully included in this heading.
The list with all subsidiaries, joint ventures and associates can be found in Note 39. All other related parties are entities which are controlled by the key management of the Group or members of their close family, or entities in which these persons have a significant influence. Key management personnel remunerations were separately mentioned.
There are no guarantees related to the assets or liabilities towards the related parties. In 2015 no write-downs are registered.
All receivables and payables concern short-term receivables and payables which are settled at expiry date. All transactions concern normal commercial operations. Sales of the Group to these related parties are charged at normal tariffs. Purchases follow the usual procedure concerning selection of the supplier and applied prices.
There are no unsettled receivables nor payables with the key management.
| ANNUAL REPORT |
|---|
| 2015 |
0113
The ultimate parent of the Group is Roularta Media Group NV, Roeselare, Belgium. As of 31 December 2015, 43 subsidiaries, joint ventures and associates are consolidated.
| Name of the company | Location Effective interest % | ||
|---|---|---|---|
| 1. Fully consolidated companies | |||
| ROULARTA MEDIA GROUP NV | Roeselare, Belgium | 100.00% | |
| ROULARTA HEALTHCARE NV | Roeselare, Belgium | 100.00% | |
| BELGIAN BUSINESS TELEVISION NV | Brussels, Belgium | 100.00% | |
| HIMALAYA NV | Roeselare, Belgium | 100.00% | |
| MESTNE REVIJE D.O.O. | Ljubljana, Slovenia | 100.00% | |
| ROULARTA MEDIA NEDERLAND BV | Breda, The Netherlands | 100.00% | |
| ROULARTA SERVICES FRANCE SARL | Lille, France | 100.00% | |
| TER BEVORDERING VAN HET ONDERNEMERSCHAP IN BELGIË VZW |
Roeselare, Belgium | 100.00% | |
| TVOJ MAGAZIN D.O.O. - in liquidation | Zagreb, Croatia | 100.00% | |
| VOGUE TRADING VIDEO NV | Roeselare, Belgium | 74.67% | |
| STORESQUARE NV | Roeselare, Belgium | 65.00% | |
| JOURNÉE DÉCOUVERTE ENTREPRISES ASBL | Dison, Belgium | 56.25% | |
| STUDIO APERI NEGOTIUM BVBA | Gentbrugge, Belgium | 56.25% | |
| OPEN BEDRIJVEN VZW | Gentbrugge, Belgium | 56.25% | |
| ZEEUWS VLAAMS MEDIABEDRIJF BV | Terneuzen, The Netherlands | 51.00% | |
| 2. Consolidated using the equity method | |||
| BAYARD MEDIA GMBH & CO KG | Augsburg, Germany | 50.00% | joint venture |
| BAYARD MEDIA VERWALTUNGS GMBH | Augsburg, Germany | 50.00% | joint venture |
| BELGOMEDIA SA | Verviers, Belgium | 50.00% | joint venture |
| CTR MEDIA SA | Evere, Belgium | 50.00% | joint venture |
| DE WOONKIJKER NV | Antwerp, Belgium | 50.00% | joint venture |
| J.M. SAILER GESCHÄFTSFÜHRUNGS GMBH | Nürnberg, Germany | 50.00% | joint venture |
| J.M. SAILER VERLAG GMBH | Nürnberg, Germany | 50.00% | joint venture |
| JOEfm NV | Vilvoorde, Belgium | 50.00% | joint venture |
| PRESS PARTNERS BV | Baarn, The Netherlands | 50.00% | joint venture |
| REGIONALE MEDIA MAATSCHAPPIJ NV | Roeselare, Belgium | 50.00% | joint venture |
| REGIONALE TV MEDIA NV | Zellik, Belgium | 50.00% | joint venture |
| SENIOR PUBLICATIONS DEUTSCHLAND GMBH & CO KG | Cologne, Germany | 50.00% | joint venture |
| SENIOR PUBLICATIONS NEDERLAND BV | Baarn, The Netherlands | 50.00% | joint venture |
| SENIOR PUBLICATIONS SA | Brussels, Belgium | 50.00% | joint venture |
| SENIOR PUBLICATIONS VERWALTUNGS GMBH | Cologne, Germany | 50.00% | joint venture |
| STIEVIE NV | Vilvoorde, Belgium | 50.00% | joint venture |
| TVBASTARDS NV | Boortmeerbeek, Belgium | 50.00% | joint venture |
| VERLAG DEUTSCHER TIERSCHUTZ-DIENST GMBH | Nürnberg, Germany | 50.00% | joint venture |
| MEDIALAAN NV | Vilvoorde, Belgium | 50.00% | joint venture |
| PROXISTORE NV | Brussels, Belgium | 50.00% | associate |
|---|---|---|---|
| CLICK YOUR CAR NV | Le Roeulx, Belgium | 35.74% | associate |
| YELLOWBRICK NV | Schaarbeek, Belgium | 35.00% | associate |
| REPROPRESS CVBA | Brussels, Belgium | 29.64% | associate |
| 50+ BEURS & FESTIVAL BV | Arnhem, The Netherlands | 25.00% | joint venture |
| LIVING & MORE VERLAG GMBH - in liquidation | Augsburg, Germany | 25.00% | joint venture |
| TWICE ENTERTAINMENT BVBA | Roeselare, Belgium | 25.00% | associate |
| FEBELMA REGIE CVBA | Brussels, Belgium | 23.35% | associate |
| 4 ALL SOLUTIONS BVBA | Oostrozebeke, Belgium | 15.00% | associate |
| MEDIAPLUS BV | Bussum, The Netherlands | 12.50% | associate |
| 3. Companies of minor importance not included in the consolidated financial statements | |||
| EUROCASINO NV - in liquidation | Brussels, Belgium | 19.00% | |
| TWICE TECHNICS BVBA | Roeselare, Belgium | 18.75% | |
| TWICE TECHNICS BVBA | Roeselare, Belgium | 18.75% | |
|---|---|---|---|
| EUROCASINO NV - in liquidation | Brussels, Belgium | 19.00% | |
| 3. Companies of minor importance not included in the consolidated financial statements | |||
| MEDIAPLUS BV | Bussum, The Netherlands | 12.50% | associate |
| 4 ALL SOLUTIONS BVBA | Oostrozebeke, Belgium | 15.00% | associate |
| FEBELMA REGIE CVBA | Brussels, Belgium | 23.35% | associate |
| TWICE ENTERTAINMENT BVBA | Roeselare, Belgium | 25.00% | associate |
| LIVING & MORE VERLAG GMBH - in liquidation | Augsburg, Germany | 25.00% | joint venture |
| 50+ BEURS & FESTIVAL BV | Arnhem, The Netherlands | 25.00% | joint venture |
| REPROPRESS CVBA | Brussels, Belgium | 29.64% | associate |
| YELLOWBRICK NV | Schaarbeek, Belgium | 35.00% | associate |
| CLICK YOUR CAR NV | Le Roeulx, Belgium | 35.74% | associate |
| PROXISTORE NV | Brussels, Belgium | 50.00% | associate |
In 2015, the following changes occurred in the consolidated group: New participations
• Himalaya NV: 100% instead of 50% on 19/11/2015, purchase method instead of proportional method on 01/01/2015
| Name of the company | Location | Effective interest % |
|---|---|---|
| 1. Fully consolidated companies | ||
| A NOUS PARIS SAS | Paris, France | 100.00% |
| ALPHADISTRI SAS | Paris, France | 100.00% |
| ANIMOTION SARL | Paris, France | 100.00% |
| FORUM DE L'INVESTISSEMENT SA | Paris, France | 100.00% |
| GROUPE EXPRESS-ROULARTA SA | Paris, France | 100.00% |
| JOB RENCONTRES SA | Paris, France | 100.00% |
| TECHNOLOGUES CULTURELS SAS | Paris, France | 100.00% |
| L'EXPRESS VENTURES SAS | Paris, France | 68.50% |
| PRÉLUDE ET FUGUE SARL | Paris, France | 51.00% |
| 2. Consolidated using the equity method | ||
| AVENTIN IMMOBILIER SCI | Paris, France | 50.00% |
| IDÉAT ÉDITIONS SA | Paris, France | 50.00% |
| THE GOOD CONCEPT STORE SAS | Paris, France | 50.00% |
| VOIX DU NORD L'ÉTUDIANT SA | Lille, France | 50.00% |
| PARTENAIRE DÉVELOPPEMENT SARL | Lyon, France | 25.00% |
| 3. Companies of minor importance not included in the consolidated financial statements | ||
| DECOVERY SAS | Paris, France | 100.00% |
0117
ANNUAL REPORT
As required by law, we report to you in the context of our appointment as the company's statutory auditor. This report includes our report on the consolidated financial statements together with our report on other legal and regulatory requirements. These consolidated financial statements comprise the consolidated balance sheet as at 31 December 2015, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, as well as the summary of significant accounting policies and other explanatory notes.
We have audited the consolidated financial statements of Roularta Media Group NV ('the company') and its subsidiaries (jointly 'the Group'), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. The consolidated balance sheet shows total assets of 449,681 (000) EUR and the consolidated income statement shows a consolidated profit (Group share) for the year then ended of 64,368 (000) EUR.
The board of directors is responsible for the preparation and fair presentation of consoli-
Statutory auditor's report to the shareholders' meeting on the consolidated financial statements for the year ended 31 December 2015 The original text of this report is in Dutch.
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements. We have obtained from the Group's officials and the board of directors the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the consolidated financial statements of Roularta Media Group NV give a true and fair view of the Group's net equity and financial position as of 31 December 2015, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
The board of directors is responsible for the preparation and the content of the directors' report on the consolidated financial statements.
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we make the following additional statement, which does not modify the scope of our opinion on the consolidated financial statements:
• The directors' report on the consolidated financial statements includes the information required by law, is consistent with the consolidated financial statements and is free from material inconsistencies with the information that we became aware of during the performance of our mandate.
Gent, 15 April 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
dated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Group's preparation and fair presentation of consolidated financial statements in order to design audit procedures that are appropriate in the
0119
The following pages are extracts of the statutory annual accounts of Roularta Media Group NV, prepared under Belgian accounting policies.
The valuation rules applied in the statutory annual accounts differ substantially from the valuation rules applied in the consolidated annual accounts: the statutory annual accounts are based on Belgian accounting legislation, while the consolidated annual accounts are drawn up in accordance with the International Financial Reporting Standards.
Only the consolidated annual accounts as set forth in the preceding pages present a true view of the financial position and performance of the Roularta group.
The report of the board of directors to the general meeting of shareholders and the annual accounts of Roularta Media Group NV, as well as the auditor's report, will be filed with the National Bank of Belgium within the statutory stipulated periods. These documents are available on request from Roularta Media Group's Investor Relations Department and at www.roularta.be/en/investor-info.
The statutory auditor's report is unqualified and certifies that the non-consolidated annual accounts of Roularta Media Group NV, for the year ended 31 December 2015, give a true and fair view of the company's assets, liabilities, financial position and results in accordance with the accounting principles applicable in Belgium.
The annual accounts, which will be presented to the general meeting of shareholders of 17 May 2016, were approved by the board of directors of 11 April 2016.
Appropriation of the result
The profit for the financial year 2015 available for appropriation is € 52,538,331.64 compared to a loss of € 139,980,117.44 for the financial year 2014.
On 19 May 2015, the extraordinary general meeting undertook a formal capital reduction combined with a use of the surplus legal reserves, so as to eliminate a substantial part of the losses carried forward as established in the financial statements at 31 December 2014.
Following the formal capital reduction amounting to € 123,225,000 and the use of the surplus legal reserves amounting to € 7,369,700, the losses carried forward will be reduced from € 168,502,880.83 to € 37,908,180.83 during the financial year 2015.
Taking into account the losses carried forward of € 37,908,180.83, the profit to be appropriated for the financial year amounts to € 14,630,150.82.
The board of directors proposes to the general meeting to distribute a gross dividend of € 0.50 per share. This means a net dividend of € 0.365 per share (after 27% of withholding tax).
This gives the following appropriation of profit: • Transfer to reserves not available for distribution of € 5,121,526.14
• Profit to be carried forward of € 3,256,000.68 • Distribution of profit of € 6,252,624.00
If the general meeting accepts this proposal for appropriation of the profit, dividends will become payable from 1 June 2016 (= pay date) onwards. ING will be appointed as paying agent.
0121
ANNUAL REPORT
| Condensed statutory income statement in thousands of euros |
2015 | 2014 |
|---|---|---|
| Operating income | 292,198 | 245,953 |
| Operating charges | -283,064 | -239,737 |
| Operating profit / loss | 9,134 | 6,216 |
| Financial income | 18,255 | 23,772 |
| Financial charges | -2,318 | -8,434 |
| Profit on ordinary activities before taxes | 25,071 | 21,554 |
| Extraordinary income | 339,201 | 393 |
| Extraordinary charges | -311,709 | -161,937 |
| Profit (loss) for the period before taxes | 52,563 | -139,990 |
| Transfer from deferred taxation | 16 | 12 |
| Income taxes | -65 | -26 |
| Profit (loss) for the period | 52,514 | -140,004 |
| Transfer from untaxed reserves | 24 | 24 |
| Profit (loss) for the period available for appropriation | 52,538 | -139,980 |
| in thousands of euros 2015 |
2014 |
|---|---|
| -115,965 | -168,503 |
| 52,538 | -139,980 |
| -168,503 | -28,523 |
| 130,595 | 0 |
| 123,225 | 0 |
| 7,370 | 0 |
| -5,121 | 0 |
| 0 | 0 |
| 5,121 | 0 |
| -3,256 | 168,503 |
| 3,256 | -168,503 |
| -6,253 | 0 |
| 6,253 | 0 |
| ASSETS | in thousands of euros | 2015 | 2014 |
|---|---|---|---|
| Fixed assets | 175,416 | 215,813 | |
| Formation expenses | 0 | 0 | |
| Intangible assets | 39,717 | 7,576 | |
| Tangible assets | 31,689 | 13,231 | |
| Financial assets | 104,010 | 195,006 | |
| Current assets | 174,319 | 147,781 | |
| Amounts receivable after more than one year | 32,776 | 0 | |
| Stocks and contracts in progress | 5,420 | 348 | |
| Amounts receivable within one year | 81,071 | 59,880 | |
| Investments | 27,253 | 7,085 | |
| Cash at bank and in hand | 23,410 | 77,774 | |
| Deferred charges and accrued income | 4,389 | 2,694 | |
| Total assets | 349,735 | 363,594 | |
| LIABILITIES | in thousands of euros | 2015 | 2014 |
| Capital and reserves | 105,136 | 58,873 | |
| Capital | 80,000 | 203,225 | |
| Share premium account | 304 | 304 | |
| Legal reserve | 8,000 | 15,370 | |
| Reserves not available for distribution | 12,207 | 7,085 | |
| Untaxed reserves | 1,369 | 1,392 | |
| Reserves available for distribution | 0 | 0 | |
| Profit (loss) carried forward | 3,256 | -168,503 | |
| Investment grants | 0 | 0 | |
| Provisions and deferred taxation | 8,760 | 1,701 | |
| Creditors | 235,839 | 303,020 | |
| Amounts payable after more than one year | 111,172 | 173,037 | |
| Amounts payable within one year | 119,843 | 126,067 | |
| Accrued charges and deferred income | 4,824 | 3,916 | |
| Total liabilities | 349,735 | 363,594 |
Artsenkrant/Le Journal du médecin: distribution 21,218 copies Data News: 43,300 CIM readers, distribution 22,369 copies Grafisch Nieuws(**): distribution 5,200 copies
2,746,620 CIM readers, distribution 2,550,769 copies De Zondag: 1,539,876 CIM readers, distribution 550,020 copies
Steps: 469,522 CIM readers, distribution 452,901 copies
1,790,943 real users, 5,526,999 unique visitors per month (39,178,612 page views) Knack.be/LeVif.be News:
| KW.be: | |
|---|---|
| 256,304 real users, | |
| 561,779 unique visitors per month | |
| (3,086,884 page views) | |
| Immovlan.be: | |
| 453,411 real users, | |
| 944,956 unique visitors per month | |
| (18,073,693 page views) | |
| Gocar.be: | ANNUAL REPORT 2015 |
| 368,943 real users, | |
| 767,117 unique visitors per month | 0123 |
| (5,447,999 page views) |
1,107,152 real users, 3,257,889 unique visitors per month (17,849,319 page views) Trends.be:
1,141,620 unique visitors per month (11,395,746 page views) Datanews.be:
196,531 real users, 358,129 unique visitors per month (1,226,054 page views)
103,495 real users, 146,047 unique visitors per month (480,262 page views)
Krant van West-Vlaanderen: 368,227 CIM readers, distribution 67,686 copies
Knack:
504,198 CIM readers, distribution 99,672 copies Le Vif/L'Express: 375,097 CIM readers, distribution 62,692 copies Knack Weekend:
378,862 CIM readers, distribution 99,672 copies Le Vif Weekend: 203,568 CIM readers, distribution 62,692 copies Knack Focus: 278,187 CIM readers,
distribution 99,672 copies Focus Vif: 124,895 CIM readers, distribution 62,692 copies
Trends: 228,155 CIM readers, distribution 45,799 copies
Sport/Voetbalmagazine: 559,092 CIM readers, distribution 43,457 copies
Plus Belgium: 361,189 CIM readers, distribution 101,081 copies Plus The Netherlands(*): 820,410 readers, distribution 246,070 copies Plus Germany: 845,000 readers, distribution 175,421 copies
Royals: 139,323 CIM readers, distribution 20,574 copies Télépro: 407,254 CIM readers, distribution 114,648 copies
Nest: 468,967 CIM readers, distribution 85,155 copies Ik ga Bouwen & Renoveren: 302,769 CIM readers, distribution 17,846 copies Bodytalk: distribution 154,069 copies
Real users are the unique browsers dissociated from desktop, smartphone and tablet, taking into account the fact that it is possible for someone to use several browsers on one device.
(*) NOM Media 2015 (**) Publisher info
0125
OFFICES
Meiboomlaan 33, 8800 Roeselare
(editorial office) Raketstraat 50, 1130 Brussels
ROULARTA MEDIA (advertising sales office and Seminar Centre) Z.1. Researchpark 120, 1731 Zellik
MEDIALAAN Medialaan 1, 1800 Vilvoorde
| ANNUAL REPORT | |
|---|---|
| 2015 |
0127
ANNUAL REPORT 2015 0126
(*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations. (**) Restated for retrospective application of IFRS 11 Joint Arrangements.
| Income statement | in millions of euros | 2013 (*) restated |
2014 | 2015 | Trend |
|---|---|---|---|---|---|
| Sales | 305 | 300 | 290 | -3.1% | |
| REBITDA (1) | 35 | 39 | 48 | +21.5% | |
| REBITDA - margin | 11.3% | 13.1% | 16.5% | ||
| EBITDA (2) | 29 | 35 | 34 | -3.7% | |
| EBITDA - margin | 9.7% | 11.6% | 11.6% | ||
| REBIT (3) | 27 | 32 | 39 | +23.8% | |
| REBIT - margin | 8.7% | 10.6% | 13.5% | ||
| EBIT (4) | 15 | 22 | 31 | +43.0% | |
| EBIT - margin | 5.0% | 7.3% | 10.8% | ||
| Net finance costs | -7 | -7 | -5 | -19.1% | |
| Operating result after net finance costs | 8 | 15 | 26 | +70.5% | |
| Income taxes | 2 | -2 | 46 | ||
| Net result from continuing operations | 10 | 13 | 72 | +466.6% | |
| Result from discontinued operations | -68 | -155 | -8 | +95.0% | |
| Attributable to minority interests | -1 | 0 | 0 | +154.0% | |
| Attributable to equity holders of RMG | -58 | -142 | 64 | +145.2% | |
| Net result attributable to equity holders of RMG - margin | -19.0% | -47.6% | 22.2% | ||
| Current net result of the consolidated companies | 18 | 19 | 30 | +55.5% | |
| Current net result of the consolidated companies - margin | 6.0% | 6.5% | 10.4% |
(2) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions. (4) EBIT = operating result, including the share in the result of associates and joint ventures. (5) Liquidity = current assets / current liabilities.
| Balance sheet | in millions of euros | 2013 (**) restated |
2014 | 2015 | Trend |
|---|---|---|---|---|---|
| Non-current assets | 585 | 272 | 319 | +17.4% | |
| Current assets | 201 | 261 | 131 | -50.0% | |
| Balance sheet total | 786 | 533 | 450 | -15.7% | |
| Equity - Group's share | 287 | 143 | 208 | +44.9% | |
| Equity - minority interests | 11 | 2 | 2 | -24.5% | |
| Liabilities | 487 | 387 | 240 | -38.0% | |
| Liquidity (5) | 0.9 | 2.0 | 1.1 | -8.3% | |
| Solvency (6) | 38.0% | 27.3% | 46.6% | +70.7% | |
| Net financial debt | 80,423 | 82,027 | 75,680 | -7.7% | |
| Gearing (7) | 26.9% | 56.3% | 36.1% | -35.9% |
(6) Solvency = equity (Group's share + minority interests) / balance sheet total. (7) Gearing = net financial debt / equity (Group's share + minority interests). Following unaudited key figures were calculated on the basis of audited figures. (1) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs. (3) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions.
* Including 50% of Medialaan and 50% of the other joint ventures (such as the partnerships with Bayard in Belgium, the Netherlands and Germany).
| General Meeting 2015 | 17 May 2016 |
|---|---|
| Half year 2016 results | 22 August 2016 |
| Full year 2016 results | 10 March 2017 |
| General Meeting 2016 | 16 May 2017 |
Rik De Nolf
| Phone | +32 51 26 63 23 |
|---|---|
| Fax | +32 51 26 65 93 |
| [email protected] | |
| Website | www.roularta.be |
NV Roularta Media Group, Meiboomlaan 33, 8800 Roeselare, VAT BE 0434.278.896, RPR Ghent, department Kortrijk Responsible publisher: Rik De Nolf, Meiboomlaan 33, 8800 Roeselare
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