Telegraaf Media Groep N.V. (the Company) has its registered office in Amsterdam, the Netherlands. Its primary activities are the publication of printed media and the operation of, and participation in, digital media and radio. The Company’s shares are listed on the NYSE Euronext in Amsterdam.
The Company’s consolidated financial statements for the year ended 31 December 2016 incorporate the Company and its subsidiaries (together referred to as TMG), jointly-controlled entities and TMG’s interests in associates.
The financial statements have been prepared by the Executive Board. They were signed by the Executive Board and the Supervisory Board on 7 March 2017.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Commission and interpretations of these standards by the IFRS Interpretations Committee (IFRIC).
The financial statements are presented in euros, rounded to the nearest thousand. Following a change in the law, public interest entities are no longer permitted to present an abridged statement of profit or loss in the company financial statements (as previously permitted pursuant to Section 402 of Book 2 of the Netherlands Civil Code). This change has only a small impact given the limited activities within Telegraaf Media Groep N.V.
The accounting policies presented in these consolidated financial statements have been applied consistently in 2016 and 2015 except as stated below. Various changes in IFRS standards have been in force since January 2016 and their nature and impact are as follows:
The changes do not currently impact TMG’s financial position or accounting policies. Where necessary, disclosures and presentation will be amended in accordance with the changes in IFRS.
Certain comparative figures have been restated in line with the current presentation. The revenue categories have been changed compared to 2015 to provide a better view of the revenue per business unit; the comparative figures for 2015 have been restated.
When preparing the financial statements, management made judgements, estimates and assumptions which affect the application of the accounting policies and amounts recognised in the financial statements. The estimates and the related assumptions are based on historical experience and other factors that are believed to be reasonable in the circumstances. The outcomes of these form the basis for the evaluation of the carrying amount of assets and liabilities where this is not readily apparent from other sources.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The items where estimates may have a material effect on the amounts recognised are:
See the note referred to for individual items for the judgements and assumptions made by management when preparing the financial statements.
The consolidated financial statements incorporate the financial information of TMG and its subsidiaries. The consolidation uses the parent company’s accounting policies.
Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an entity such that it is exposed, or has rights, to variable returns from its involvement and has the ability to use its power to affect its returns. The financial statements of subsidiaries are incorporated in the consolidated financial statements from the date that control commences until the date that control ceases. Material substantive potential voting rights are taken into account in assessing whether control exists.
Profit and loss and each component of other comprehensive income are attributed to the owners of the subsidiary and its non-controlling interests.
A joint operation is an agreement under which the Company exercises joint control and has rights to the assets and obligations for the liabilities. The following are recognised for joint operations where there is joint control:
Joint ventures where joint control is exercised are recognised using the equity method and initially measured at cost. Cost includes transaction costs. Subsequently, the consolidated financial statements recognise the Company’s share of the realised and unrealised results using the equity method until there is no further significant influence or joint control. Changes in the value of joint ventures as a result of dilution are recognised through profit or loss as share of result of associates.
Associates are those entities over which TMG exercises significant influence, but not individual or joint control, over the financial and operating policies. Subsidiaries and joint arrangements are not associates. The consolidated financial statements include TMG’s share of the total result of associates using the equity method from the date that significant influence commences until the date that significant influence ceases. Changes in the value of associates as a result of dilution are recognised through profit or loss as share of result of associates.
Goodwill identified on acquisition is recognised in the carrying amount of the investee net of any accumulated impairment. TMG’s consolidated financial statements include its share of the revenue and expenses and equity movements of investees, after adjustment to align the accounting policies with those of TMG. Impairment is recognised immediately through profit or loss. If TMG’s share of losses exceeds its interest in the associate, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that TMG has incurred legal or constructive obligations or made payments on behalf of an associate.
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated when preparing the consolidated financial statements. Unrealised gains arising from transactions with associates and jointly-controlled entities are eliminated in proportion to TMG’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment. The results of the subsidiaries acquired or disposed of during the financial year are recognised in the consolidated financial statements from or until the share transfer date. If necessary, the figures of subsidiaries are adjusted to align them with the accounting policies with those of TMG.
Transactions denominated in foreign currencies are translated into euros at the exchange rate ruling at the date of the transaction.
The statement of financial position consists of monetary and non-monetary items. Monetary assets and liabilities denominated in foreign currencies are translated into euros at the reporting date at the exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of profit or loss. Non-monetary assets and liabilities measured at historical cost in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies measured at fair value are translated into euros at the exchange rate ruling at the date the fair value was determined.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated into euros at the exchange rate ruling at the reporting date. Revenues and expenses of foreign operations are translated into euros at the date of the transaction. Foreign exchange differences arising on translation are recognised directly in a separate component of equity. Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in equity in the translation reserve. When a foreign operation is disposed of, the relevant amount in the translation reserve is transferred to the statement of profit or loss.
Goodwill represents amounts arising on the acquisition of a subsidiary, associate or joint arrangement.
The consideration for a subsidiary, associate or joint arrangement is equal to the amount paid for the acquisition of the interest. If the consideration is higher than the share of the fair value of the identifiable assets, liabilities and contingent liabilities on the acquisition date, the excess is recognised as goodwill. Goodwill is stated at cost less any accumulated impairment. Goodwill is attributed to cash generating units and is not amortised. Instead, it is tested annually for impairment (see impairment accounting policy). The carrying amount of goodwill for associates and joint arrangements is recognised in the carrying amount of the investee. When an interest in a subsidiary, associate or joint arrangement is disposed of, the corresponding goodwill is included in the determination of the result of the transaction. Negative goodwill that arises during an acquisition is recognised directly in the statement of profit or loss. Acquisitions of non-controlling interests are accounted for as transactions between shareholders within equity and therefore no goodwill is recognised as a result of these transactions.
Other intangible assets are licences, internally-developed information systems and trademarks and publishing rights with a finite life. The other intangible assets acquired by TMG are measured at cost less accumulated amortisation and impairment (see impairment accounting policy). Expenditure for development activities where the research results are applied to a plan or design for the production of new or substantially improved products and processes are capitalised if the product or process is technically and commercially feasible and can be separately identified, if the expenses can be measured reliably and if TMG has sufficient resources to complete the development.
The capitalised costs comprise the cost of materials, direct labour and the directly-attributable proportion of overheads. A statutory reserve is formed for the amount capitalised. Other development expenditure is recognised in the statement of profit or loss as an expense when incurred. Capitalised development expenditure is measured at cost less accumulated amortisation and impairment.
Subsequent expenditure on capitalised intangible assets is recognised in the statement of profit or loss unless it increases the future economic benefits embodied in the specific asset to which it relates. In that case, the costs are capitalised insofar as they increase the economic benefits.
Borrowing costs relating to acquisitions or specific internally-developed assets, are capitalised.
Amortisation is charged to the statement of profit or loss on a straight-line basis over the estimated useful life of an intangible asset unless such life is indefinite. Other intangible assets are amortised from the date they are available for use.
The estimated useful lives are as follows:
The amortisation method and estimated useful lives are assessed annually.
Leases under which TMG has substantially all the risks and rewards of ownership are classified as finance leases. The leased asset is initially recognised at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequently, the asset is recognised in accordance with the applicable accounting policy. Other leases are operating leases and the assets are not recognised in TMG’s statement of financial position.
Property, plant and equipment is stated at cost less accumulated depreciation and impairment (see impairment accounting policy). Property, plant and equipment under construction is stated at the cost of the new building, machinery or equipment.
TMG recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied in the item will flow to TMG and the cost of the item can be measured reliably. All other costs are recognised in the statement of profit or loss as an expense when incurred.
Borrowing costs relating to acquisitions or specific internally-developed assets, are capitalised.
Depreciation is charged to the statement of profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Land is not depreciated.
The estimated useful lives are as follows:
The depreciation method, estimated useful lives and residual values are assessed annually.
On acquisition, an associate is initially recognised at cost (being the fair value when the shares are acquired plus expenses directly attributable to the transaction). Subsequently, associates are recognised using the equity method, under which the carrying amount of the associate is increased or decreased by the share of the result and movement in equity less dividends received from the associate. Any off-balance sheet liabilities relating to associates for which TMG may be held liable are disclosed in the note on off-balance sheet assets and liabilities (note 32).
Prepaid operating leases comprise the purchased ground rents for the land of the campus in Amsterdam. These are amortised on a straight-line basis over the duration of the leaseholds concerned. Non-current receivables are initially recognised at cost less attributable transaction costs and subsequently measured at amortised cost, with a difference between the cost and the redemption amount using the effective interest method being recognised in the statement of profit or loss over the duration of the receivables.
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the selling expenses. The cost of the inventories is based on the ‘first in, first out’ (fifo) method and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.
Financial instruments held for trading are classified as current assets and stated at fair value, with any gain or loss recognised in the statement of profit or loss.
If TMG has the positive intent to hold financial instruments to maturity, they are stated at amortised cost less impairment. Other financial instruments held by TMG are classified as being available for sale and are measured at fair value with any resulting gain or loss being recognised in the equity, except for impairment losses and, in the case of monetary items such as debt securities, foreign exchange gains and losses. When these investments are derecognised, the accumulated gain or loss recognised directly through equity is recognised in the statement of comprehensive income.
TMG does not use derivative financial instruments to hedge interest rate risk exposures and does not apply hedge accounting.
Trade and other receivables are initially recognised at fair value. Subsequently they are recognised at amortised cost less impairment.
Cash comprises cash and bank balances and call deposits.
The carrying amount of TMG’s assets is reviewed at each reporting date to determine whether there is an indication of impairment. If such indication exists, the asset’s recoverable amount is estimated (see the policy for the calculation of recoverable amount).
The recoverable amount of goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use is estimated at each reporting date. An impairment loss is recognised whenever the carrying amount of an asset or cash-generating unit it belongs to exceeds the recoverable amount.
Impairment losses are recognised in the statement of profit or loss. Impairment losses recognised for cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (or groups of units) and then to reduce the carrying amount of the other assets in the unit (or groups of units) on a pro rata basis.
When a reduction in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in the statement of profit or loss, even though the financial asset has been derecognised. The accumulated loss that is recognised in the statement of profit or loss is the difference between cost and the current fair value less any impairment loss on that financial asset previously recognised in the statement of profit or loss.
The recoverable amount of TMG’s investments in securities held to maturity and receivables measured at amortised cost is calculated as the present value of the expected future cash flows, discounted at the original effective interest rate (i.e. the effective interest calculated at the time when the financial assets were initially recognised). Receivables with a short residual term are not discounted to present value. The recoverable amount of other assets and associates is the higher of realisable value and the value in use. When determining the value in use, the present value of the estimated future cash flows is calculated using a pre-tax discount rate that reflects both the current market valuations of the time value of money and the specific risks related to the asset. The realisable value of an asset that generates no cash receipts which are significantly independent of those of other assets is determined for the cash generating unit to which the asset belongs.
An impairment loss on a security held to maturity or a receivable carried at amortised cost is reversed if the subsequent increase, after recognising that loss, in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.
Impairment losses on goodwill are not reversed. Impairment losses on other assets are reversed if there has been a change in the estimates used to determine the recoverable amount. Impairment is only reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
The issued capital is the nominal amount of shares in issue.
Other reserves are the accumulated amount of annual comprehensive income attributable to the shareholders and changes in non-controlling interests less dividends distributed.
Non-controlling interests are the portion of the profit or loss and net assets of a subsidiary attributable to equity interests of third parties. In the event of both a written put and a call option on shares, those shares will be included in TMG’s economic interest and not classified as a minority interest. The remaining interest is classified as a liability, based on the most realistic estimate.
Changes in TMG’s ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. Any difference between the carrying amount of the non-controlling interest and the transaction price is recognised directly in equity as a transaction between shareholders.
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs and net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and presented as a separate deduction from equity. The amount received for repurchased shares classified as treasury shares that are sold or reissued subsequently is recognised as an increase in equity and the resulting surplus or deficit on the transaction is transferred to/from retained earnings. Repurchased shares are deducted from issued capital at nominal value and the resulting surplus or deficit on the transaction is transferred to/from retained earnings.
Interest-bearing loans and borrowings are recognised initially at fair value less costs relating to the loan or borrowings. Subsequently, interest-bearing loans and borrowings are measured at amortised cost with any difference between cost and redemption value being recognised in the statement of profit or loss over the period of the loans and borrowings on an effective interest basis.
TMG has established various pension plans, some administered under its own management through Stichting-Telegraafpensioenfonds 1959 and some placed with external parties such as industry-wide pension funds and insurance companies.
TMG’s net obligation in respect of defined-benefit plans is calculated separately for each plan by estimating the amount of future entitlements that employees have accrued in return for their service in the current and prior reporting periods. Those entitlements are discounted to determine their present value. Any unrecognised past-service costs and the fair value of plan assets are deducted. The discount rate is the yield at the reporting date on corporate bonds with at least an AA credit rating and maturities approximating to the terms of TMG’s obligations. The calculation is performed by a certified actuary using the ‘projected unit credit’ method.
Actuarial gains and losses that arise when calculating TMG’s obligation in respect of a plan, the effect of the changes in the asset ceiling and the return on plan assets (excluding interest) are recognised immediately in the statement of financial position over the expected average remaining service period of the employees who are members of the plan.
Where the calculation results in a gain for TMG, the asset recognised is limited to the net total of any unrecognised actuarial losses and past-service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan. If the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognised as an expense in the statement of financial position on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognised immediately in the statement of profit or loss. The result ensuing from the curtailment or termination of a defined-benefit plan is recognised in the statement of profit or loss immediately the curtailment or termination exists. The result consists of service costs and net interest expense and/or income. Other movements are recognised in the financial position.
Obligations for contributions to defined-contribution plans are recognised as an expense in the statement of profit or loss as incurred. Industry-wide pension funds for which no reliable information is available are treated as defined-contribution plans.
c. Long-service schemes
TMG’s employment conditions include a long-service scheme under which employees who reach a certain length of service receive a gross payment. Under IAS 19 ‘Employee Benefits’, a provision has been formed for the liability arising from the long-service scheme. This provision is calculated in the same way as the provision for the defined-benefit pension schemes. Actuarial gains and losses are recognised immediately in the statement of profit or loss. Benefits paid under the long-service scheme during the financial year are charged against the provision. The movement in the provision for the long-service scheme is recognised in the statement of profit or loss.
Cash-settled share-based payments are a conditional element of remuneration which when granted are subject to the recipient meeting set performance criteria after a period of four years (the performance period). Payment is only made if the recipient is still in employment after the four-year period. A pro-rata grant may be made in certain circumstances if the contract of employment is terminated in the intervening period. The amount payable at the end of the four-year period is estimated at the end of each year and a proportionate amount is charged to profit or loss during the performance period.
A provision is recognised in the statement of financial position when TMG has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic assets will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the specific risks related to the liability.
A provision for restructuring is recognised when TMG and the works council have agreed a detailed and formalised restructuring plan and the restructuring has either commenced or has been announced publicly and TMG has no possibility of withdrawing the plan. Termination benefits are recognised as an expense when TMG is demonstrably committed to either terminating the employment of current employees and/or job grades. To the extent they can be reliably estimated, benefits falling due more than 12 months after the reporting date are discounted to their present value.
TMG recognises a provision for an onerous contract when total contract costs exceed the economic benefits expected to be received from the contract.
Trade and other payables are stated at fair value. Subsequent recognition is at amortised cost.
A number of TMG’s accounting policies and disclosures require the determination of fair value of financial and non-financial assets and liabilities. The following methods are used to determine fair value for measurement and/or disclosure purposes.
The fair value of publishing rights and trademarks acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a result of the patent or trademark being owned. The fair value of other intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.
The fair value of property, plant and equipment recognised as a result of a business combination is based on market value. The market value of property is the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction in which the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of other plant, equipment, fixtures and fittings is based on the market prices for similar assets.
The fair value of trade and other receivables is estimated as the present value of future cash flows discounted at the market rate of interest at the reporting date.
The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for similar instruments at the measurement date.
The fair value of assets and liabilities held for sale is based on discounted expected future cash flows or market observations and/or appraisals by a broker used to determine the expected net realisable value.
Further information on the assumptions made when determining fair values is disclosed in the notes to a specific asset or liability.
Revenue excludes value added tax and is after discounts. Revenue from the sale of goods is recognised in the statement of profit or loss when the significant risks and rewards of ownership have been transferred to the buyer. Revenue relating to services provided is recognised in the statement of profit or loss in proportion to performance in the financial year. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible returns of goods, or when there is continuing management involvement with the goods.
If advertising space or time is exchanged or swapped for advertising space or time of a similar nature, fair value and target audience, such an exchange is not recognised as a revenue-generating transaction. If this condition is not applicable, the exchange will be regarded as a transaction that generates revenue. The amount of the revenue is determined on the basis of the fair value of the goods or services received plus or minus any cash or assets which have been received or paid and that can be converted into cash in the short term.
If the fair value of goods or services received cannot be measured reliably, revenue is determined on the basis of the fair value of the exchanged goods or services plus or minus cash or assets which have been received or paid and that can be converted into cash in the short term
Government grants are initially recognised in the statement of financial position if received in advance and recognised as income when there is reasonable assurance that they will be received and that TMG will comply with the conditions attached to them. Grants that compensate TMG for expenses are recognised systematically in the statement of profit or loss in the same period the expenses are incurred.
Payments made under operating leases are recognised in the statement of profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in the statement of profit or loss as an integral part of the total lease expense.
The minimum lease payments for finance leases are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic interest rate on the remaining balance of the liability. Conditional lease payments are incorporated by revising the minimum lease payments over the remaining lease term as soon as the amendment of the lease is confirmed.
The share of result of associates is TMG’s share of the total result of an associate for the period in which TMG has significant influence. When determining the share of result of associates, where necessary the associates’ accounting policies are brought into line with those of TMG.
A change in the value of a financial instrument through profit or loss is recognised as financial income and expense.
Financial income and expense includes interest payable on borrowings calculated using the effective interest method, interest income on funds invested, dividend income and foreign exchange gains and losses.
Interest income and expense is recognised in the statement of profit or loss using the effective interest method. Dividend income is recognised in the statement of profit or loss when the dividend is declared. Foreign currency gains and losses are reported net. Borrowing costs that are not directly attributable to an acquisition are recognised in the statement of profit or loss using the effective interest method.
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the statement of profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable or to be settled on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustments to tax payable in respect of previous years.
Deferred tax is provided for using the balance sheet liability method, forming a provision for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
The following temporary differences are not provided for: non-deductible goodwill and the initial recognition of assets or liabilities which affect neither the commercial nor the fiscal profit and differences related to investments in subsidiaries insofar as these are probably not going to be settled in the foreseeable future.
The amount of the provision for deferred tax liabilities is based on the way in which the carrying amount of the assets and liabilities is expected to be realised or settled, using tax rates in force or which had been enacted on the reporting date. A deferred tax liability is measured at nominal value. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets for losses carried forward are recognised only to the extent that it is probable that they can be utilised against future taxable profits.
Deferred tax liabilities and assets are netted if there is a legal entitlement to settle current and deferred tax, the income tax is charged by the same tax authorities and TMG intends to net the amounts.
An operating segment is a clearly distinguishable unit of TMG that delivers goods or services or that delivers goods or services with other TMG units. All operating segments’ operating results are reviewed regularly by the Executive Board for decision-making on allocating resources. The segment reporting is in line with the internal management reporting.
Assets classified as held for sale are those relating to an operation to be disposed of if that operation is available for immediate sale and a sale is highly probable. Liabilities related to these assets are classified as liabilities held for sale. Assets are not depreciated from the time they are classified as held for sale. Assets and liabilities held for sale are measured at the lower of the carrying amount and fair value less costs to sell. Where necessary, external appraisals are used for the valuation. Impairment losses on assets held for sale are recognised in the statement of profit or loss.
A discontinued operation is a component of TMG’s business that represents a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view of resale.
Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. A disposal group that is to be abandoned may also qualify.
The consolidated statement of cash flows is prepared using the indirect method, distinguishing between operating, investment and financing activities. The cash flow from operating activities is adjusted for items in the statement of profit or loss and movements in items in the statement of financial position that have no effect on the cash flow for the year.
Certain amendments to standards and interpretations are not yet in force and have not been applied in these financial statements. TMG has decided not to apply the following new standards early: IFRS 9 ‘Financial instruments’, IFRS 15 ‘Revenue from contracts with customers’ and IFRS 16 ‘Leases’. The impact of these new standards on the TMG’s financial statements is set out below:
IFRS 9 ‘Financial Instruments’
The impact of IFRS 9 on TMG’s financial statements is expected to be very limited mainly because TMG has almost only current receivables and liabilities, does not have complex financial instruments and does not apply hedge accounting.
IFRS 15 ‘Revenue from contracts with customers’
TMG started a project with external reporting specialists in 2016 to determine the impact of IFRS 15. The current status is that the revenue categories that will be affected by the implementation of IFRS 15 have been identified. The financial impact and impact on systems will be addressed further during 2017. The greatest impact of IFRS 15 is expected to be on the following revenue categories:
Subscription income:
Single-copy sales:
Print and digital advertising revenue:
E-commcerce revenue:
IFRS 16 ‘Leases’
The impact of IFRS 16 has been examined and will lead to recognition of certain leases on the balance sheet. This applies mainly to a limited number of leased buildings (TMG owns the majority of its buildings), cars and printers.
During its Investor Relations day on 29 September 2016, TMG announced that it was examining the sale and leaseback of the land and buildings on Basisweg. The implementation of IFRS 16 will mean that the lease obligations of the leaseback will be recognised on the statement of financial position under IFRS 16.
In thousands of euros |
TMG Landelijke Media |
TMG Digital |
Holland Media Combinatie |
Keesing Media Group |
Facilitating services |
Headoffice & Other |
Total |
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
2016 |
2015 |
|
Continuing operations |
||||||||||||||
Revenues from third-party transactions |
201,870 |
222,790 |
34,988 |
32,949 |
93,148 |
102,265 |
72,902 |
70,922 |
17,367 |
22,593 |
764 |
889 |
421,039 |
452,408 |
Intercompany transactions |
- |
- |
- |
- |
- |
- |
235 |
220 |
66,006 |
72,633 |
-66,241 |
-72,853 |
- |
- |
Total revenue |
201,870 |
222,790 |
34,988 |
32,949 |
93,148 |
102,265 |
73,137 |
71,142 |
83,373 |
95,226 |
-65,477 |
-71,964 |
421,039 |
452,408 |
Segment result before depreciation, amortisation and impairment losses |
52,361 |
61,171 |
2,870 |
2,738 |
20,263 |
28,120 |
21,466 |
20,614 |
-36,877 |
-57,058 |
-51,102 |
-47,867 |
8,981 |
7,718 |
Total depreciation, amortisation and impairment losses |
312 |
1,890 |
778 |
2,852 |
2,095 |
1,246 |
4,551 |
4,135 |
6,207 |
13,833 |
3,445 |
504 |
17,388 |
24,460 |
Operating result |
52,049 |
59,281 |
2,092 |
-114 |
18,168 |
26,874 |
16,915 |
16,479 |
-43,084 |
-70,891 |
-54,547 |
-48,371 |
-8,407 |
-16,742 |
Share of result of associates |
- |
-140 |
55 |
100 |
- |
- |
16 |
- |
- |
- |
643 |
- |
714 |
-40 |
Financial income |
12 |
11 |
10 |
-10 |
- |
- |
138 |
269 |
- |
- |
- |
3 |
160 |
273 |
Financial expense |
-12 |
-26 |
- |
-37 |
- |
- |
-141 |
-221 |
-8 |
- |
-742 |
-928 |
-903 |
-1,212 |
Income tax |
-7,771 |
-10,537 |
651 |
36 |
-1,895 |
-7,760 |
-4,340 |
-4,215 |
13,085 |
2,061 |
2,891 |
18,508 |
2,621 |
-1,907 |
Result for the year on continuing operations |
44,278 |
48,589 |
2,808 |
-25 |
16,273 |
19,114 |
12,588 |
12,312 |
-30,007 |
-68,830 |
-51,755 |
-30,788 |
-5,815 |
-19,628 |
Result from discontinued operations after tax |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
7,373 |
-4,011 |
7,373 |
-4,011 |
Net result for the year |
44,278 |
48,589 |
2,808 |
-25 |
16,273 |
19,114 |
12,588 |
12,312 |
-30,007 |
-68,830 |
-44,382 |
-34,799 |
1,558 |
-23,639 |
Segment assets |
26,780 |
31,722 |
12,100 |
13,352 |
17,739 |
21,582 |
151,262 |
153,112 |
51,953 |
56,745 |
89,067 |
169,402 |
348,901 |
445,915 |
Investments in associates |
- |
24 |
374 |
- |
- |
- |
772 |
- |
- |
- |
46,997 |
- |
48,143 |
24 |
Total assets as at 31 December |
26,780 |
31,746 |
12,474 |
13,352 |
17,739 |
21,582 |
152,034 |
153,112 |
51,953 |
56,745 |
136,064 |
169,402 |
397,044 |
445,939 |
Segment liabilities |
46,835 |
57,972 |
1,511 |
5,367 |
25,629 |
25,783 |
33,699 |
33,921 |
-2,965 |
25,030 |
64,950 |
70,660 |
169,659 |
218,733 |
Total liabilities as at 31 December |
46,835 |
57,972 |
1,511 |
5,367 |
25,629 |
25,783 |
33,699 |
33,921 |
-2,965 |
25,030 |
64,950 |
70,660 |
169,659 |
218,733 |
Segment capital expenditure |
172 |
1,759 |
260 |
275 |
124 |
310 |
1,374 |
1,259 |
2,832 |
5,940 |
6,728 |
2,063 |
11,490 |
11,606 |
Total capital expenditure |
172 |
1,759 |
260 |
275 |
124 |
310 |
1,374 |
1,259 |
2,832 |
5,940 |
6,728 |
2,063 |
11,490 |
11,606 |
Restructuring costs |
5,420 |
10,599 |
323 |
- |
4,800 |
665 |
591 |
366 |
-154 |
17,038 |
2,046 |
-1,699 |
13,026 |
26,969 |
Impairment losses on intangible assets |
- |
- |
- |
- |
141 |
- |
41 |
- |
- |
- |
- |
- |
182 |
- |
Impairment losses on property, plant and equipment |
- |
- |
- |
- |
1,347 |
- |
- |
- |
726 |
6,808 |
- |
2 |
2,073 |
6,810 |
Other material non-cash items |
5,420 |
10,599 |
323 |
- |
6,288 |
665 |
632 |
366 |
572 |
23,846 |
2,046 |
-1,697 |
15,281 |
33,779 |
Average number of employees (FTE) |
508 |
583 |
127 |
110 |
431 |
484 |
273 |
270 |
283 |
439 |
168 |
137 |
1,790 |
2,023 |
The segment structure was revised with effect from 2016. TMG Digital, which was part of TMG Landelijke Media until 2016, is now managed as a separate segment. In addition, the ICT departments and activities of the various segments have been centralised in the Head Office segment. Sky Radio Group has been held for sale since January 2016 and is no longer presented as a segment. The comparative figures for 2015 have been restated.
TMG comprises the following main operating segments:
TMG Landelijke Media: publishing national newspapers, magazines, print-related internet activities and video productions.
TMG Digital: business unit combining all primary online platforms and e-commerce activities since 1 January 2016.
Holland Media Combinatie: publishing regional newspapers, free door-to-door papers and print-related internet activities.
Keesing Media Group: publishing puzzle booklets in Europe
Facilitating Services: activities including the printing and distribution of newspapers and providing office space and related facilities mainly for the TMG Landelijke Media and Holland Media Combinatie segments.
Head Office and other: in addition to Classic FM and eliminations, includes the Executive Board, Corporate Communication, Corporate Development, Internal Audit & Risk Management, HRM, ICT and Legal corporate departments.
Segment information is presented for TMG’s business and geographical segments. The segment results are based on the organisational management structure used within TMG and the nature of the activities. Results are reported to the Executive Board monthly for decision-making on performance and allocation of resources within the segments. Support activities such as printing and distribution are reviewed at group level and not allocated to operating segments. The internal allocation of costs was changed in 2015 and the recharging of fixed costs to segments was ended.
Prices for transactions between segments, mainly newspaper printing and distribution costs are set on a commercial and objective basis. A segment’s results, assets and liabilities comprise items that can either directly or reasonably be attributed to it. A segment’s capital expenditure includes the total cost incurred during the reporting period for the acquisition of assets which are expected to be in use for more than one reporting period.
The decline in revenue and operating profit at TMG Landelijke Media and Holland Media Combinatie was caused mainly by lower print advertising revenue. The increase in revenue at TMG Digital came from growth in e-commerce (GroupDeal.nl). The increase in revenue and operating profit at Keesing Media Group was due to price increases and growth in the number of editions per year. The decline in revenue at Facilitating Services came partly from ending printing for third parties. The fall in operating profit at the Head Office was mainly a result of higher consultancy fees and cost of temporary staff, in part in connection with various cost reduction programmes and investment in new products by the ICT department.
The presentation of information based on geographical segments uses the geographical location of the customer for a segment’s revenue. A segment’s non-current assets are determined from their geographical location.
In thousands of euros |
2016 |
|
---|---|---|
Revenues |
Non-current assets 1 |
|
The Netherlands |
357,056 |
213,580 |
Other countries |
63,983 |
44,018 |
Total |
421,039 |
257,598 |
2015 |
||
---|---|---|
Revenues |
Non-current assets1 |
|
The Netherlands |
389,661 |
248,223 |
Other countries |
62,747 |
40,036 |
Total |
452,408 |
288,259 |
Revenue and non-current assets in other countries include 44,385 (2015: 44,211) and 39,106 (2015: 39,924) respectively for puzzle activities in France.
TMG Landelijke Media B.V. acquired a 100% holding in the activities of International Fashion Week B.V. (IFW) on 28 April 2016. IFW has been consolidated in Telegraaf Media Groep N.V. (TMG) since 1 May 2016 and its operations have also been included in the TMG fiscal unity since that date. The results between 1 January and 1 May have been incorporated in the opening statement of financial position. The acquisition of IFW fits TMG’s strategy of providing 24/7 online and offline content to its subscribers, directed by the strong brands in TMG’s portfolio.
The initial purchase price of IFW was 500 and goodwill was established at 910. The purchase price will be paid in instalments. Management agreements that have been entered into with two former shareholders include retention bonuses. These bonuses are being recognised in the statement of profit or loss over the period in which they work for IFW and consequently do not form part of the initial purchase price.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Print-only subscriptions |
61,328 |
95,409 |
Combi-subcriptions |
114,378 |
86,394 |
Digital-only subscriptions |
4,003 |
3,257 |
B2C - subscriptions |
179,709 |
185,060 |
Single copy sales |
91,771 |
92,111 |
Other revenues (E-commerce) |
22,761 |
21,142 |
B2C- transactions |
114,532 |
113,253 |
Print advertisements |
70,727 |
89,136 |
Digital advertisements |
28,871 |
32,643 |
B2B - advertisements |
99,598 |
121,779 |
Distribution and printing |
17,237 |
21,404 |
Other revenues |
9,294 |
9,913 |
Total |
420,370 |
451,409 |
The revenue of 420,370 (2015: 451,409) included barter transactions of 2,657 (2015: 3,260). Revenue declined in part due to lower subscription income and advertising revenue.
Subscription income (B2C subscriptions) consists of print-only subscriptions, combined print and digital access subscriptions (and digital-only subscriptions. Many print-only subscriptions for De Telegraaf were converted into combined subscriptions on 1 July 2016. This explains the sharp fall in revenue from print-only subscriptions and the sharp increase in revenue from combined subscriptions.
B2C transactions comprise single-copy sales and other transactions, mainly e-commerce transactions, with consumers. E-commerce revenue is from buying and selling products and services by internet, mainly through GroupDeal.
B2B advertisements are the revenue from print and digital advertising.
The decline in revenue from distribution and printing is mainly attributable to ending commercial printing for third parties following the decision to reduce the number of printing presses from 10 to 4.
Other revenue includes revenue from video-productions, events (including Amsterdam FashionWeek) and the iPad campaign by De Telegraaf.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Gain on sale of property, plant and equipment |
669 |
999 |
Total |
669 |
999 |
The gain on sale of property, plant and equipment related to the sale of buildings by TMG Landelijke Media (Haarlem and Utrecht) in 2016 and to the sale of buildings by the Facilitating Services segment in 2015.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Paper and ink |
20,052 |
27,189 |
Consumables |
680 |
1,690 |
Total |
20,732 |
28,879 |
The decrease in the cost of paper and ink was mainly a result of lower volumes because of the decline in circulation and the ending of commercial printing for third parties.
In thousands of euros |
Notes |
||
---|---|---|---|
2016 |
2015 |
||
Wages and salaries |
105,949 |
115,364 |
|
Compulsory social security contributions |
15,919 |
18,380 |
|
Pension costs |
10,822 |
9,652 |
|
Other employee benefits |
30,196 |
24,391 |
|
162,886 |
167,787 |
||
Restructuring costs |
13,026 |
26,969 |
|
Total |
175,912 |
194,756 |
The average number of employees (FTE) was 1,790 (2015: 2,023), of whom 184 (2015: 193) are abroad. Wages and salaries declined mainly due to the outflow of employees as a result of the cost reduction programme. This also reduced the social security contributions.
A one-time release of 2,400 was included in pension costs in 2015 due to the reduction in the reimbursement of medical expenses for pensioners. Ignoring this, there was a reduction in pension costs.
Other employee benefits increased due to higher costs of temporary staff, in part in connection with various cost reduction programmes and the development of new products.
Other employee benefits included 508 for the phantom share plan. See the note Remuneration of the members of the Executive and Supervisory Boards for more information on this plan. A number of managers joined the plan in 2016 in addition to the Executive Board. 546,679 phantom shares were outstanding at 31 December 2016 (31 December 2015: 135,691) and the liability was 584 (31 December 2015: 76).
Restructuring costs cover both large-scale and individual redundancy plans.
In thousands of euros |
Notes |
||
---|---|---|---|
2016 |
2015 |
||
Impairment losses on financial fixed assets |
- |
827 |
|
Reversal of impairment losses financial fixed assets |
- |
-136 |
|
Depreciation |
7,816 |
9,036 |
|
Impairment losses property, plant and equipment |
2,073 |
6,810 |
|
Reversal impairment losses property, plant and equipment |
- |
-693 |
|
Amortisation |
7,317 |
8,616 |
|
Impairment losses intangible assets |
182 |
- |
|
Total |
17,388 |
24,460 |
The impairment losses on financial assets of 827 in 2015 related to prepaid ground rent for a building no longer in use as a result of the restructuring of the printing activities. In 2015, a building that had been out of use since 2012 was returned to service, resulting in a reversal of previously recognised impairment losses of 693 on property, plant and equipment and 136 on financial assets.
An impairment loss on property, plant and equipment was recognised in 2016 to reduce properties held for sale to their lower realisable value less costs to sell. The lower realisable value was based on bids received in 2016. In 2015, the impairment loss related to machinery, printing presses and buildings of Facilitating Services as a result of the restructuring of the printing activities.
The impairment losses on intangible assets related mainly to a write down of the Dichtbij.nl brand as a result of the cessation of operations.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Transport and distribution costs |
65,658 |
70,400 |
Subcontracted work and technical production costs |
41,260 |
32,840 |
Selling costs |
20,129 |
22,788 |
Editorial costs |
16,594 |
16,293 |
Cost of e-commerce goods sold |
15,183 |
13,335 |
Impairment of trade receivables |
588 |
1,071 |
ICT costs |
20,222 |
21,568 |
Accommodation |
8,481 |
10,223 |
Other operating expenses |
27,299 |
32,537 |
Total |
215,414 |
221,055 |
Transport and distribution costs fell in 2016 as a result of lower average circulation of De Telegraaf and the regional newspapers, partly because of changes to the portfolio (closing the Sunday newspaper in 2015 and ending publication in Rotterdam).
Subcontracted work and technical production costs rose in 2016 as a result of subcontracting printing to third parties. TMG reduced the number of printing presses from 10 to 4 in 2016 and subcontracted some printing. Other operating expenses fell mainly due to movements in the provision for legal disputes.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Result from associates |
||
Share of result from associates |
721 |
- |
Other results of associates |
-7 |
-40 |
Result from associates |
714 |
-40 |
Financial income |
160 |
273 |
Financial expenses |
-903 |
-1,212 |
Total |
-29 |
-979 |
The share of the result of associates related mainly to TMG’s share of the result of Radio Newco B.V. in the fourth quarter of 2016.
In thousands of euros |
Notes |
||
---|---|---|---|
2016 |
2015 |
||
Current tax |
|||
Current year |
5,916 |
3,435 |
|
Prior-year adjustments |
-304 |
-2,010 |
|
Deferred tax |
|||
Prior-year adjustments |
-683 |
5,316 |
|
Foreign tax rate adjustment |
-625 |
- |
|
Origination and reversal of temporary differences |
-3,886 |
-6,120 |
|
Total income tax |
418 |
621 |
|
Of which: |
|||
Income tax recognised in the consolidated income statement |
-2,621 |
1,907 |
|
Income tax on other results |
-96 |
-220 |
|
Income tax on continuing operations |
-2,717 |
1,687 |
|
Income tax on discontinued operations |
1,436 |
-1,066 |
|
Income tax on sale of discontinued operations |
1,699 |
- |
|
Income tax on discontinued operations |
3,135 |
-1,066 |
|
Total income tax |
418 |
621 |
2016 |
2015 |
||
---|---|---|---|
Result before tax |
-8,436 |
-17,721 |
|
Loss on sale from discontinued operations before tax |
-328 |
-881 |
|
Result for the calculation of income tax |
-8,764 |
-18,602 |
|
Tax rate in the Netherlands |
25.0% |
25.0% |
|
Income tax based on Dutch tax rate |
-2,191 |
-4,651 |
|
Effect of foreign tax rates |
797 |
-1,320 |
|
Non-taxable profit |
-250 |
-170 |
|
Non-deductible expenses |
100 |
57 |
|
Results of non-resident associates not exempt from income tax |
- |
2,198 |
|
Write-off of pre-consolidation losses |
- |
3,046 |
|
Results of associates exempt from income tax |
-178 |
-153 |
|
Unrecognised losses carried forward |
11 |
26 |
|
Liquidation loss |
- |
-263 |
|
Gain from unrecognised losses carried forward |
-81 |
- |
|
Tax facilities |
-61 |
-184 |
|
Prior-year adjustments |
-864 |
3,101 |
|
Income tax on continued operations |
-2,717 |
1,687 |
Prior-year adjustments in 2016 were differences between the returns to 2015 and the tax computed in the relevant financial statements. The adjustment recognised in 2016 mainly concerned liquidation losses on the participating interests in Cyprus not recognised in the 2015 financial statements.
Prior-year adjustments in 2015 related mainly to the participation exemption for a non-resident participating interest. The tax on its result amounted to 2,198 in 2015. In addition, recoverable pre-consolidation losses relating to Dichtbij.nl were impaired in 2015. It is no longer thought that these losses can be utilised within the period available for set off as a result of the restructuring of Dichtbij.nl in 2015.
The effective tax rate on the result on all activities was 31.0% in 2016 (2015: -9.1%). The relationship between the tax rate in the Netherlands and the effective tax rate on income from total operations is as follows:
In percentages |
|||
---|---|---|---|
2016 |
2015 |
||
Tax rate in the Netherlands |
25.0 |
25.0 |
|
Tax effects of: |
|||
Different rates |
-9.1 |
7.1 |
|
Tax on share of results of associates |
- |
-11.8 |
|
Tax-exempt results and non-deductible costs |
5.2 |
2.3 |
|
Liquidation loss |
- |
1.4 |
|
Write-off of pre-consolidation losses |
- |
-16.4 |
|
Prior-year adjustments |
9.9 |
-16.7 |
|
Effective tax rate |
31.0 |
-9.1 |
At year-end 2016, income tax of 46 was recoverable for the current and previous reporting periods (2015: 623). The current tax liability of 841 (2015: 1,141) related to the income tax payable for the current and previous years after deduction of prepayments. Both sums related at year-end 2016 to non-resident associates.
On 15 January 2016, TMG and Talpa agreed a comprehensive alliance which included combining radio activities. Under this, TMG sold Sky Radio Group (SRG) to Radio Newco B.V. and received a 22.85% holding in Radio Newco B.V. in exchange. See the note on investments in associates for further information.
In thousands of euros |
1/1-30/9 |
1/1-31/12 |
|
---|---|---|---|
2016 |
2015 |
||
Result from discontinued operations |
|||
Total revenue |
19,892 |
29,924 |
|
Wages and salaries |
3,496 |
5,235 |
|
Social security contributions and pension costs |
882 |
1,220 |
|
Other personnel costs |
218 |
629 |
|
Other employee benefits |
179 |
203 |
|
Amortisation |
- |
10,527 |
|
Depreciation |
- |
464 |
|
Other operating expenses |
9,007 |
15,905 |
|
Total operating expenses |
13,782 |
34,183 |
|
Operating result from discontinued operations |
6,110 |
-4,259 |
|
Financial income and expense |
107 |
-818 |
|
Income tax |
1,436 |
-1,066 |
|
Result on discontinued operations after taks |
4,781 |
-4,011 |
|
Gain on sale of discontinued operations |
4,291 |
- |
|
Income tax on gain on sale of discontinued operations |
1,699 |
- |
|
Result for the year |
7,373 |
-4,011 |
|
Average number of employees (FTE) |
86 |
93 |
|
Basic and diluted earnings per share from discontinued operations (EUR |
0.16 |
-0.09 |
|
Cash flows from discontinued operations |
|||
Cash flows from operating activities |
752 |
631 |
|
Cash flows from investing activities |
-36 |
-375 |
|
Cash flows from financing activities |
-4,286 |
-4,524 |
|
Net cash flow from discontinued operations |
-3,570 |
-4,268 |
From the time the decision was taken to sell the Sky Radio Group, its assets and liabilities were classified as assets and liabilities held for sale (see note 21) and amortisation and depreciation ceased. The book profit on the sale of Sky Radio Group comprised the transaction costs and the fair value of the rights and obligations (318) remaining with TMG, as agreed on the sale, including settlement of the dispute on the value of the Radio Veronica FM licence. The income tax of 1,699 on the book profit was a tax charge for the adjustment of the value of the Radio Veronica licence.
The net cash flow from financing activities related mainly to the payment for the Sky Radio licence.
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Intangible assets |
55,890 |
- |
|
Property, plant and Equipment |
1,957 |
- |
|
Taks recievables |
715 |
- |
|
Trade and other receivables |
4,755 |
- |
|
Cash and cash equivalents |
3 |
- |
|
Deferred tax liabilities |
-8,878 |
- |
|
Interest-bearing loans and borrowings |
-7,215 |
- |
|
Accounts payables and other current liabilities |
-4,811 |
- |
|
Total assets and liabilities |
42,416 |
0 |
|
Amounts to be paid |
46,707 |
- |
|
Loss on disposal of discontinued operations |
4,291 |
- |
|
Cashflow from of sold activities |
|||
Cash disposed of |
-3 |
- |
|
Net cash outflows |
-3 |
0 |
In thousands of euros |
Notes |
Trade names and publishing rights |
Licences |
Goodwill |
Software |
Assets under construction |
Total |
---|---|---|---|---|---|---|---|
Cost |
107,669 |
46,111 |
250,679 |
52,866 |
1,315 |
458,640 |
|
Accumulated amortisation |
42,358 |
25,543 |
4,471 |
42,098 |
- |
114,470 |
|
Impairment |
1,998 |
- |
90,738 |
2,003 |
- |
94,739 |
|
Carrying amount at 1 January 2015 |
63,313 |
20,568 |
155,470 |
8,765 |
1,315 |
249,431 |
|
Additions |
- |
- |
- |
796 |
3,170 |
3,966 |
|
Disposals |
- |
- |
- |
-18 |
-8 |
-26 |
|
Reclassification from assets held for sale |
868 |
- |
1,386 |
950 |
- |
3,204 |
|
Amortisation |
-6,785 |
-7,663 |
- |
-4,695 |
- |
-19,143 |
|
Assets under construction taken into use |
- |
- |
- |
2,136 |
-2,136 |
- |
|
Total movements |
-5,917 |
-7,663 |
1,386 |
-831 |
1,026 |
-11,999 |
|
Cost |
113,622 |
46,111 |
252,065 |
53,939 |
2,341 |
468,078 |
|
Accumulated amortisation |
54,228 |
33,206 |
4,471 |
44,002 |
- |
135,907 |
|
Impairment |
1,998 |
- |
90,738 |
2,003 |
- |
94,739 |
|
Carrying amount at 1 January 2016 |
57,396 |
12,905 |
156,856 |
7,934 |
2,341 |
237,432 |
|
Additions |
- |
- |
- |
1,164 |
5,879 |
7,043 |
|
Disposals |
- |
- |
- |
-14 |
-13 |
-27 |
|
Held for sale |
-29,264 |
-12,905 |
-13,665 |
-56 |
- |
-55,890 |
|
Reclassification |
37 |
- |
- |
-37 |
- |
- |
|
Acquired in business combinations |
- |
- |
910 |
- |
- |
910 |
|
Amortisation |
-2,871 |
- |
- |
-4,446 |
- |
-7,317 |
|
Impairment |
-141 |
- |
-41 |
- |
- |
-182 |
|
Assets under construction taken in use |
- |
- |
- |
6,290 |
-6,290 |
- |
|
Total movements |
-32,239 |
-12,905 |
-12,796 |
2,901 |
-424 |
-55,463 |
|
Cost |
70,899 |
- |
154,402 |
50,665 |
1,917 |
277,883 |
|
Accumulated amortisation |
43,603 |
- |
4,471 |
37,827 |
- |
85,901 |
|
Impairment |
2,139 |
- |
5,871 |
2,003 |
- |
10,013 |
|
Carrying amount at 31 December 2016 |
25,157 |
- |
144,060 |
10,835 |
1,917 |
181,969 |
The segment structure was revised with effect from 2016. TMG Digital, which was part of TMG Landelijke Media until 2016, is now managed as a separate segment. The goodwill relating to these digital activities was allocated to the new segment in 2016. The comparative figures for 2015 have been restated.
Trademarks and publishing rights include acquired trademarks and publishing rights of Keesing Media Group. Given the strong relationship between trademarks and publishing rights, these items are not presented separately. The amortisation period of trademarks and publishing rights ranges from 5 to 20 years.
Goodwill arose mainly on acquisitions, in particular of Keesing Media Group (91,160). In addition, 12,000 relates to synergy effects resulting from acquisitions at De Telegraaf Drukkerij Groep. Goodwill is assumed to have indefinite life and is therefore not amortised.
The cost and accumulated amortisation of intangible assets fell in 2016 as a result of the reclassification of Sky Radio Group’s operations as held for sale in January 2016. The carrying amount of the intangible assets at that time was 55,890. This asset has not been amortised since reclassification.
182 was written down during 2016, mainly on the Dichtbij.nl brand which ceased operations in 2016.
Additions include information systems at TMG Landelijke Media and Head Office of which 1,001 were developed in-house. Sub-projects were still under construction on the reporting date. The information systems will be taken in use in 2017.
For the impairment test, intangible assets are allocated to segments, being the lowest level within TMG at which goodwill is monitored by the internal organisation, or a lower level within a segment at which goodwill is monitored.
The total carrying amount of intangible assets attributed to the groups of cash-generating units at 31 December 2016 and 2015 was as follows:
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
TMG Landelijke Media |
18,575 |
20,987 |
Holland Media Combinatie |
12,552 |
13,166 |
TMG Digital |
10,856 |
11,423 |
Facilitating services |
12,000 |
12,000 |
Sky Radio Group |
- |
54,631 |
Keesing Media Group |
118,594 |
121,509 |
Head Office |
9,392 |
3,716 |
Total |
181,969 |
237,432 |
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
TMG Landelijke Media |
18,169 |
17,259 |
Holland Media Combinatie |
12,452 |
12,452 |
TMG Digital |
10,262 |
10,262 |
Facilitating services |
12,000 |
12,000 |
Sky Radio Group |
- |
12,421 |
Keesing Media Group |
91,160 |
91,201 |
Head Office |
17 |
1,261 |
Total |
144,060 |
156,856 |
The recoverable amount of the cash-generating units is based on the value in use calculation. The cash-generating units are based on operating segments within TMG. Cash flow projections used in the calculation are based on actual operating results and cash flow forecasts, the 2017 budget and the long-term plans up to and including 2019. This is consistent with previous years. The cash flows are based on EBITDA, expected capital expenditure and movements in net working capital. Cash flows after 2019, which are extrapolated on the basis of 0% growth (2015: 0%), are based on economic life. Since Facilitating Services and the Head Office support the other segments, their assets and future cash flows are allocated to the other segments.
The forecast cash flows are discounted using a pre-tax discount rate (WACC) of 9.5% (2015: 8.6%). The discount rate and growth factors are determined on the basis of the interest rate and risk profile for TMG as a whole. These assumptions have been applied to all cash-generating units at TMG. The values assigned to the key assumptions represent management’s assessment of future trends in the media industry and are based on both internal and external sources (historical data). A modification in assumptions and estimates could have consequences for the recoverable amount and expected economic life of an asset and affect the statement of profit or loss.
A 1% increase in WACC has no effect on impairment of any segment. The recoverable amount of a segment is equal to the carrying amount at the following WACC: TMG Landelijke Media 31% (2015: 63%), Holland Media Combinatie >100% (2015: 54%), TMG Digital 56% (2015: n/a) and Keesing Media Group 18% (2015: 12%). Furthermore, the recoverable amount is equal to the carrying amount at the following negative growth rates for cash flows after 2018: TMG Landelijke Media -32% (2015: > -100%) and Keesing Media Group -11% (2015: -5.2%). The recoverable amount for the TMG Digital and Holland Media Combinatie segments is equal to the carrying amount at negative growth rates exceeding 100%.
In thousands of euros |
Notes |
Land and buildings |
Machines and installations |
Other tangible fixed assets |
Assets under construction |
Total |
---|---|---|---|---|---|---|
Cost |
169,025 |
190,743 |
45,319 |
2,909 |
407,996 |
|
Accumulated depreciation |
138,937 |
162,347 |
38,520 |
- |
339,804 |
|
Impairment |
2,174 |
5,035 |
2,880 |
- |
10,089 |
|
Carrying amount at 1 January 2015 |
27,914 |
23,361 |
3,919 |
2,909 |
58,103 |
|
Additions |
457 |
73 |
1,321 |
5,789 |
7,640 |
|
Disposals |
-88 |
-241 |
-11 |
- |
-340 |
|
Reclassifications |
-321 |
- |
321 |
- |
- |
|
Held for sale |
-62 |
- |
- |
- |
-62 |
|
Depreciation |
-3,543 |
-4,341 |
-1,614 |
- |
-9,498 |
|
Impairment losses |
-566 |
-6,244 |
- |
- |
-6,810 |
|
Reversal of impairment losses |
693 |
- |
- |
- |
693 |
|
Assets under construction taken into use |
1,094 |
6,700 |
42 |
-7,836 |
- |
|
Total movements |
-2,336 |
-4,053 |
59 |
-2,047 |
-8,377 |
|
Cost |
165,408 |
196,927 |
38,698 |
862 |
401,895 |
|
Accumulated depreciation |
137,783 |
166,340 |
31,840 |
- |
335,963 |
|
Impairment |
2,047 |
11,279 |
2,880 |
- |
16,206 |
|
Carrying amount at 1 January 2016 |
25,578 |
19,308 |
3,978 |
862 |
49,726 |
|
Additions |
148 |
23 |
1,478 |
2,798 |
4,447 |
|
Acquired in business combinations |
- |
- |
2 |
- |
2 |
|
Disposals |
- |
-5 |
-47 |
- |
-52 |
|
Reclassifications |
432 |
-432 |
- |
- |
- |
|
Held for sale |
-15,836 |
-474 |
-1,157 |
- |
-17,467 |
|
Depreciation |
-3,128 |
-2,994 |
-1,694 |
- |
-7,816 |
|
Impairment losses |
-2,073 |
- |
- |
- |
-2,073 |
|
Assets under construction taken into use |
670 |
1,987 |
383 |
-3,040 |
- |
|
Total movements |
-19,787 |
-1,895 |
-1,035 |
-242 |
-22,959 |
|
Cost |
72,541 |
132,339 |
18,256 |
620 |
223,756 |
|
Accumulated depreciation |
62,630 |
103,647 |
12,433 |
- |
178,710 |
|
Impairment |
4,120 |
11,279 |
2,880 |
- |
18,279 |
|
Carrying amount at 31 December 2016 |
5,791 |
17,413 |
2,943 |
620 |
26,767 |
Property, plant and equipment consists of land and buildings, machinery and equipment of the printing facility and other equipment. The carrying amount is the fair value.
At the end of 2016 it was decided to hold the office buildings and car park in Amsterdam for sale along with certain regional properties of Holland Media Combinatie (in total 15,510). At that time, there was an appraisal of the expected proceeds less costs to sell. This led to impairment of certain properties (2,073).
The carrying amount of Sky Radio Group’s property, plant and equipment was 1,957 at the time of the decision to sell in January 2016. Since then these assets have not been depreciated.
Impairment losses in 2015 related mainly to the production capacity of printing facilities. The impairment was a result of the decision to reduce the number of printing presses in the printing plant in Amsterdam from seven to four. The presses were impaired to net realisable value less costs to sell. The net realisable value was based on an appraisal by an independent expert based in particular on the values of similar assets.
The reversal of impairment losses in 2015 related to a building that was out of use and brought back into operation in 2015.
Assets under construction mainly concern the renovation of the main hall of the office building in Amsterdam. This project will be completed in 2017.
In percentages |
|||
---|---|---|---|
Registered office |
2016 |
2015 |
|
Holding at 31 December |
|||
Radio Newco B.V. |
Hilversum |
22.0% |
0.0% |
Eye to Eye Puzzles Ltd |
London |
39.3% |
0.0% |
Latlong B.V. |
Amsterdam |
20.4% |
0.0% |
Autowereld B.V |
Amsterdam |
35.0% |
35.0% |
Dutch Creative Industry Fund B.V. |
Amsterdam |
28.6% |
28.6% |
In thousands of euros |
|||
---|---|---|---|
Notes |
2016 |
2015 |
|
Carrying amount at 1 January |
24 |
159 |
|
Additions |
46,615 |
121 |
|
Earn-out |
1,946 |
- |
|
Disposals |
- |
- 114 |
|
Share of result |
721 |
- |
|
Dividend received |
- 1,163 |
- 142 |
|
Carrying amount at 31 December |
48,143 |
24 |
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Carrying amount at 31 December |
|||
Radio Newco B.V. |
45,051 |
- |
|
Radio Newco B.V. earn-out |
1,946 |
- |
|
Eye to Eye Puzzles Ltd |
772 |
- |
|
Latlong B.V. |
350 |
- |
|
Autowereld B.V. |
24 |
24 |
|
Total |
48,143 |
24 |
The main addition in 2016 was the acquisition of a 22.85% holding in Radio Newco B.V. at 30 September 2016 in exchange for a contribution in the form of the shares in Sky Radio Group. The initial valuation of 45,509 was the fair value of the holding in Radio Newco B.V. (including purchase costs to the amount of 1,066) determined using a present value calculation of its future cash flows, applying a WACC of 10.2%. The valuation was supported by valuation specialists. Following the acquisition, there was a dilution of 0.85% in TMG’s holding as a result of Radio Newco B.V. partly funding an acquisition with shares. The share of the result of this associate was 642 for the period from 30 September to the end of the financial year. After receipt of a dividend of 1,100, a carrying amount of 45,051 remained at year-end 2016.
Specific arrangements on an earn-out for TMG were agreed when the shares in Sky Radio Group were contributed to Radio Newco B.V. These resulted in an additional holding of 1% for TMG, representing a value of 1,946. Consequently, TMG’s holding in Radio Newco B.V. was increased to 23% at the start of 2017.
In 2016, Keesing Media Group acquired a 39.3% holding in Eye to Eye Puzzles Ltd, a company that publishes puzzle booklets in the United Kingdom. The investment was 756; the share of the result for 2016 was 16.
Loss-making associates are measured at nil. All results of associates are recognised in the consolidated statement of profit or loss.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Prepaid operating leases |
528 |
868 |
Non-current receivables |
191 |
209 |
Total |
719 |
1,077 |
Prepaid operating leases related to prepaid ground rent on the buildings in Amsterdam. This item decreased in 2016 mainly due to reclassification as held for sale.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Raw materials |
521 |
1,173 |
Consumables |
210 |
263 |
Other |
444 |
423 |
Total |
1,175 |
1,859 |
The further decline in the stock of raw materials was due to the stricter stock control involving smaller quantities being ordered more frequently.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Trade receivables |
42,093 |
49,639 |
Other receivables |
980 |
7,531 |
Prepayments and accrued income |
15,183 |
16,641 |
Total |
58,256 |
73,811 |
The reduction in trade receivables was directly related to the fall in revenue in the year. Trade receivables are shown net of impairment losses. During the current year, these losses amounted to 588 (2015: 1,071) and related to doubtful receivables. For more information see the note Financial risk management.
Other receivables at 31 December 2015 included a receivable of 4,450 relating to the sale of a building.
The nominal value is considered to reflect the fair value of current receivables which fall due within one year.
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Bank |
19,485 |
42,928 |
Total |
19,485 |
42,928 |
With the exception of issued bank guarantees as disclosed in note 34, bank balances are freely available. The fair value is regarded as being equal to the nominal value.
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Assets at the beginning of the year |
62 |
8,806 |
|
Assets of the Sky Radio Group segment |
63,320 |
- |
|
Buildings of Facilitating Services and Holland Media Combination |
15,510 |
62 |
|
Long-leases of buildings of Facilitating Services and Holland Media Combination |
276 |
- |
|
Sale of buildings not in use |
- |
-4,227 |
|
Reversal of Relatieplanet to assets in use |
- |
-4,579 |
|
Sale of Sky Radio Group segment |
-63,320 |
- |
|
Assets at the end of the year |
15,848 |
62 |
|
Liabilities at 1 January |
- |
916 |
|
Liabilities of the Sky Radio Group segment |
20,904 |
- |
|
Reversal of Relatieplanet to continuing operations |
- |
-916 |
|
Sale of Sky Radio Group segment |
-20,904 |
- |
|
Liability at 31 December |
- |
- |
Assets held for sale were 15,848 (2015: 62) in 2016 and related to printing presses, several regional business premises of Holland Media Combinatie (mainly Alkmaar) and the office building in Amsterdam. At year-end 2016, a sales plan was drawn up for the premises and an agent was engaged. The intention is to lease the office building in Amsterdam back after the sale.
Certain buildings of Facilitating Services were sold at the end of 2015.
Relatieplanet.nl had been classified as held for sale from 2013 but was reclassified to continuing operations in 2015 following the decision not to sell it but to include its operations in TMG Digital.
At 31 December 2016, the authorised share capital comprised 99,999,040 ordinary shares, 100,000,000 preference shares and 960 priority shares, which were issued and paid up as follows:
Number of shares |
2016/2015 |
|||
---|---|---|---|---|
Authorised share capital |
Issued and paid-up |
|||
In issue as at 31 December: |
||||
Ordinary shares |
99,999,040 |
46,350,000 |
||
Preference shares |
100,000,000 |
- |
||
Priority shares |
960 |
960 |
All shares have been paid up and have a nominal value of €0.25 each. No preference shares have been issued.
The holders of priority shares receive a dividend of 5% of the nominal amount of the shares. The remaining profit is at the disposal of the meeting of shareholders.
The holders of ordinary shares and priority shares are entitled to cast one vote per share during the meeting. Each TMG shareholder may attend and vote at meetings of shareholders. A summary of the statutory and articles of association provisions relating to the appropriation of profit and other rights under the articles of association attaching to the ordinary shares, priority shares and preference shares is included under Other information.
Stichting Beheer van Prioriteitsaandelen Telegraaf Media Groep N.V. has granted the right to issue TMG preference shares to Stichting Preferente Aandelen Telegraaf Media Groep N.V. Stichting Preferente Aandelen Telegraaf Media Groep N.V. manages the call option granted on the preference shares. At present, no preference shares have been issued. The provisions in the articles of association governing the income on the preference shares are in line with the market. The option to issue preference shares is valued at nil.
TMG owned no repurchased ordinary shares at year-end 2016 and 2015.
During the year, TMG paid a dividend of €0.16 per share or depositary receipt from other reserves (2015: nil). A total of 7,416 was distributed.
The profit of 1,558 for the financial year 2016 is at the disposal of the General Meeting of Shareholders. It is not proposed that a dividend should be distributed given the reduction in the cash position in 2016 and in order to have cash and cash equivalents available to invest in new initiatives, such as Online Video, and to finance the restructuring.
The calculation of the basic earnings per share at 31 December 2016 is based on the result attributable to ordinary shareholders of 1,558 (2015: -22,760) and the weighted average of 46,350,000 ordinary shares outstanding during 2016 (2015: 46,350,000), as shown below:
In thousands of euros |
||||
---|---|---|---|---|
2016 |
2015 |
|||
Earnings per share |
||||
Result attributable to holders of ordinary shares in Telegraaf Media Groep N.V. |
1,558 |
-22,760 |
||
Weighted average number of ordinary shares |
46,350,000 |
46,350,000 |
||
Basic earnings per share (EUR) |
0.03 |
-0.49 |
There was no dilution of shares in 2016 and 2015.
The movements in non-controlling interests were as follows:
In percentages |
||
---|---|---|
2016 |
2015 |
|
Sienna Holding B.V. |
0% |
10% |
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Balance as at 1 January |
-7,974 |
-8,018 |
Share of profit for the year |
- |
-879 |
Acquisition of non-controlling interests |
7,974 |
923 |
Balance as at 31 December |
- |
-7,974 |
In early 2016, TMG purchased V-Ventures B.V.’s 10% holding in Sienna Holding B.V. The transaction related to the purchase of ordinary and cumulative preference shares in Sienna Holding B.V. Under IFRS, the cumulative preference shares are classified as long-term debt. The purchase price was 5,700.
This note provides information on the contractual terms of TMG’s interest-bearing loans and borrowings. See note 31 for more information on TMG’s exposure to interest rate and foreign currency risk.
In thousands of euros |
2016 |
||
---|---|---|---|
Total |
Current |
Non-current |
|
Interest-bearing loans |
5,000 |
5,000 |
- |
Other financing |
1,200 |
1,200 |
- |
Total |
6,200 |
6,200 |
- |
In thousands of euros |
2015 |
||
---|---|---|---|
Total |
Current |
Non-current |
|
Interest bearing loans |
11,969 |
11,969 |
- |
Other financing |
14,049 |
13,577 |
472 |
Total |
26,018 |
25,546 |
472 |
In thousands of euros |
Currency |
Nominal interest rate |
Nominal value |
Redemption date |
Carrying amount 2016 |
Carrying amount 2015 |
---|---|---|---|---|---|---|
Interest-bearing loans |
||||||
Shareholders loan V-Ventures B.V. to Sienna Holding B.V. |
EUR |
4,1% (2015: 4,1%) |
- |
- |
- |
11,969 |
Bank financing – revolving credit facility |
EUR |
3-mnths Euribor + 1,50% |
5,000 |
- |
5,000 |
- |
Total |
5,000 |
11,969 |
||||
Other financing |
||||||
Sky Radio Group licence liabilities |
EUR |
(2015: 2,0%) |
- |
2016-2017 |
- |
11,233 |
Acquisition payables |
EUR |
- |
- |
1,200 |
2,672 |
|
Other current liabilities |
EUR |
- |
- |
- |
144 |
|
Total |
1,200 |
14,049 |
The effective interest rate for all loans is equal to the nominal interest rate.
On 21 January 2016, TMG acquired the shareholder loan to Sienna Holding B.V from V-Ventures B.V. along with its 10% non-controlling interest in Sienna Holding B.V. (see also note 25). As a result, TMG became sole shareholder of Sky Radio Group. On 30 September 2016, the shares in Sienna Holding B.V. were sold to Radio Newco B.V. in exchange for a 22.85% holding in this new radio company.
A three-year financing facility was agreed with a consortium of two banks on 10 July 2015. The facility consists of a revolving credit facility and a current account overdraft facility (ancillary credit facility). The financing is on market terms and is limited to 2.5 times NEBITDA (operating result excluding depreciation, amortisation and impairment losses and excluding exceptional items such as restructuring costs and results on sales of assets). In addition, interest expense may not exceed 1/5th of NEBITDA in the relevant period. Both conditions were met in 2016. No collateral has been provided for this loan.
At year-end 2016, 5,000 of this facility had been used.
The Sky Radio Group license liabilities related to the annual prepayment to the Radiocommunications Agency to 1 September 2017. The final payment for the Sky Radio licence was paid in 2016. See note 30 Trade and other payables for information on the Radio Veronica licence.
The acquisition payables included liabilities for the acquisition of Metro and Fashion Week.
The pension plans for most of the employees of TMG companies are administered by Stichting-Telegraafpensioenfonds 1959. The pension plans are conditionally indexed average salary plans. The only obligation of the employer is the payment of contributions. A new plan came into force in January 2017 under a new five-year administration agreement with Stichting-Telegraafpensioenfonds 1959.
TMG has a number of defined-benefit plans under which certain current and former employees in the Netherlands and France are entitled to additional benefit. These are:
Until January 2016, a specific group of workers was guaranteed a pension of a minimum percentage of their final pay. This final pay plan ended on 31 December 2015. The final-pay entitlements, funded entirely by the employer, were allocated to the participants at that date. TMG paid 350 to the pension fund in 2016 to fund the plan.
Keesing Media Group has a guaranteed indexation scheme for certain staff. The indexation scheme is for an annual increase in accrued entitlements of 50% of price inflation and is funded by the employer. The scheme is administered by an insurance company. Furthermore, there are schemes for Keesing Media Group employees in France that provide for a payment when the retirement age is reached. The amount depends on the number of years of service.
In 2016, a limited group of pensioners were receiving a contribution to their health insurance premiums. This group was notified on 1 July 2015 that the arrangement, which closed to new participants on 1 January 2006, would shortly end. In 2016, the compensation was 50% of that of 2015. The plan was terminated on 31 December 2016
This relates to supplementary disability and long-service schemes. The restructuring of TMG business units announced at the end of 2016 was taken into account when determining the provision for long-service benefits and a gain of 226 (past-service costs) was recognised in employee benefits. Restructurings announced in 2015 led to a release of 503.
TMG’s pension plan for its graphical employees (mostly working in the printing facilities) is administered by the industry-wide Pensioenfonds Grafische Bedrijven (PGB) pension fund. This is a collective average pay plan for staff of several employers which is accounted for as a defined-contribution plan. Under the regulations, the employers are not required to make up any shortfall nor are they entitled to any buffers. The plan is therefore treated as a defined-contribution plan in the financial statements. The PGB had a coverage ratio of 100.7% at the end of 2016, which is below the legal minimum (about 121%). PGB has a recovery plan which has applied since 1 January 2015 and is updated annually, most recently on 1 January 2016. It includes various measures to improve the fund’s financial position, one of which is not to index pension benefits in full. The possibility that pension benefits and/or accrued entitlements will be reduced in future cannot be precluded. This final measure can only be used as a last resort.
The provisions are determined actuarially. An increase in discount rates will lead to an increase in liabilities, which, in case of defined-benefit plans, is partly offset by an increase in the return on investments. An increase in life expectancy and salary increases will lead to an increase in liabilities. The benefits under the indexation arrangements and termination of employment benefits at Keesing Group are insured externally. Given the extent and size of the obligations, the exposure for TMG is assessed as very small.
In weighted averages |
|||
---|---|---|---|
2016 |
2015 |
||
Discount rate/return on plan assets |
0,65% - 1,85% |
1,25% - 2,20% |
|
Duration |
5,1 - 21,1 |
0,5 - 21,1 |
|
Expected return on plan assets at 31 December |
2.00% |
2.00% |
|
Indexation for active members |
1.00% |
1.00% |
|
Inflation adjustment |
1.80% |
1.80% |
|
Indexation for non-active members/pensioners |
0,9% - 1% |
0,9% - 1% |
|
Mortality table |
AG 2016 |
AG 2014 |
The expected return on plan assets is the weighted average expected return. The expected return, depending on the term of the plan, is between 0.65% and 1.85% (2015: 1.25% and 2.20%) on investments at external insurance companies.
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Net provision as at January 1 |
5,183 |
8,703 |
|
Net expense recognised in profit and loss statement |
341 |
-2,244 |
|
Net expense recognised in other comprehensive income |
328 |
881 |
|
Contributions paid |
-1,130 |
-2,157 |
|
Provision for the defined-benefit plans |
4,722 |
5,183 |
|
Of which: |
|||
Defined-benefit plans |
1,885 |
2,030 |
|
Other employment benefits |
2,837 |
3,153 |
|
Provision at 31 December 31 |
4,722 |
5,183 |
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Present value of unfunded obligations |
2,837 |
3,153 |
|
Present value of funded obligations |
9,966 |
9,540 |
|
Present value of obligations |
12,803 |
12,693 |
|
Fair value of plan assets |
-8,081 |
-7,510 |
|
Recognised liability for defined-benefit obligations |
4,722 |
5,183 |
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
As at 1 January |
12,693 |
16,382 |
|
Service costs |
226 |
282 |
|
Past-service costs |
-226 |
-2,528 |
|
Result on long-service schemes |
245 |
65 |
|
Termination settlement |
- |
-236 |
|
Interest expense |
243 |
283 |
|
Actuarial losses (gains) |
573 |
-536 |
|
Payments |
-951 |
-1,019 |
|
As at 31 December |
12,803 |
12,693 |
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
As at 1 January |
7,510 |
12,640 |
|
Contributions |
1,130 |
2,157 |
|
Interest on plan assets |
161 |
283 |
|
Actuarial results |
245 |
-6,488 |
|
Addional costs |
-14 |
-64 |
|
Payments |
-951 |
-1,018 |
|
As at 31 December |
8,081 |
7,510 |
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Plan assets with insurance companies |
8,081 |
7,510 |
|
As at 31 December |
8,081 |
7,510 |
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Service costs |
226 |
282 |
|
Past-service cost |
-226 |
-2,528 |
|
Result on long-service obligations |
245 |
65 |
|
Termination settlement |
- |
-236 |
|
Additional costs |
14 |
64 |
|
Total contribution to defined benefit schemes |
259 |
-2,353 |
|
Other employee benefit schemes |
216 |
-222 |
|
Defined-benefit pension plan |
43 |
-2,131 |
|
Result on defined-benefit plans |
259 |
-2,353 |
|
Contribution to defined-contribution plans |
11,136 |
12,221 |
|
Costs related to employee benefit schemes 1 |
11,395 |
9,868 |
|
Interest |
82 |
109 |
|
Total |
11,477 |
9,977 |
TMG estimates that the total contributions to be paid under the personnel benefit plans during 2017 will be 9,631 (2016: 11,582), as far as can be reasonably measured.
There are no specific exposures related to the pension fund. The exposures arising from the defined-benefit employee benefit plans relate to market developments in interest rates, inflation, life expectancy and investments.
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Effect of changes in economical assumptions on the liabilities |
901 |
-109 |
|
Effect of changes in life expectancy |
38 |
- |
|
Effect of experience adjustments on the liabilities |
-66 |
-428 |
|
Rate of return on plan assets (excluding interest income) |
-545 |
6,488 |
|
Changes in the effects on assets ceiling (exluding interest expense) |
- |
-5,070 |
|
Total |
328 |
881 |
The sensitivity analyses below are based on various assumptions. An interval of 0.25% is used. The interdependence of the assumptions is ignored.
In thousands of euros |
min 0.25% |
assumed |
plus 0.25% |
---|---|---|---|
Discount rate |
0,40% - 1,60% |
0,65% - 1,85% |
0,90% - 2,10% |
Pension liability at year-end |
13,387 |
12,803 |
12,261 |
Service costs |
242 |
235 |
228 |
Salary inflation |
1.75% |
2.00% |
2.25% |
Pension liability at year-end |
12,740 |
12,803 |
12,870 |
Service costs |
228 |
235 |
242 |
Price inflation |
1.55% |
1.80% |
2.05% |
Pension liability at year-end |
12,803 |
12,803 |
12,803 |
Service costs |
235 |
235 |
235 |
Indexation of active members |
0.75% |
1.00% |
1.25% |
Pension liability at year-end |
12,803 |
12,803 |
12,803 |
Service costs |
235 |
235 |
235 |
Indexation pensioners |
0.75% |
1.00% |
1.25% |
Pension liability at year-end |
12,292 |
12,803 |
13,352 |
Service costs |
235 |
235 |
235 |
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Restructuring |
13,607 |
30,479 |
|
Onerous contracts |
84 |
766 |
|
Legal disputes |
2,422 |
5,180 |
|
16,113 |
36,425 |
||
Non-current |
- |
216 |
|
Current |
16,113 |
36,209 |
|
Carrying amount at 31 December |
16,113 |
36,425 |
In thousands of euros |
Notes |
||
---|---|---|---|
2016 |
2015 |
||
Balance at 1 January |
30,479 |
24,025 |
|
Provisions formed during the financial year |
14,224 |
30,664 |
|
Release |
-1,198 |
-3,695 |
|
Recognised in the statement of profit or loss |
13,026 |
26,969 |
|
Held for sale1 |
179 |
203 |
|
Provisions used |
-30,077 |
-20,718 |
|
Balance at 31 December |
13,607 |
30,479 |
Most of the 2015 restructuring provision was used in 2016. During 2016, a restructuring provision was formed for the cessation of operations at Dichtbij.nl and a restructuring announced in the newspaper marketing and sales departments, Facilitating Services and the regional editorial staff. The restructuring includes a reduction of approximately 200 employees (FTE).
Restructuring plans are communicated to TMG employees in several ways, creating a valid expectation amongst those affected that the restructuring will take place. At some units, restructuring is set in motion after agreement of the Works Council. The restructuring provision covers commitments related to job placement services and redundancies. A change in assumptions and estimates, including filling positions, redundancy options (buyout or job placement services), the social plan, timing and the period during which unemployment benefit or a lower salary at another employer will be supplemented, may affect the actual cost of the restructuring. The current part amounted to 13,607 (2015: 30,479), of which 2,655 related to agreements signed at 31 December 2016. The amount may depend on future estimates, such as the period during which unemployment benefit or a lower salary will be supplemented.
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Balance at 1 January |
766 |
1,453 |
|
Provisions formed during the financial year |
- |
652 |
|
Release |
-100 |
-85 |
|
Recognised in the statement of profit or loss |
-100 |
567 |
|
Provisions used |
-582 |
-1,254 |
|
Balance at 31 December |
84 |
766 |
The provision for onerous contracts related to ICT and distribution contracts. These contracts expire in 2017.
In thousands of euros |
|||
---|---|---|---|
2016 |
2015 |
||
Balance at 1 January |
5,180 |
3,075 |
|
Provisions formed during the financial year |
47 |
3,115 |
|
Release |
-2,750 |
-688 |
|
Recognised in the statement of profit or loss |
-2,703 |
2,427 |
|
Provisions used |
-55 |
-322 |
|
Balance at 31 December |
2,422 |
5,180 |
The provision for legal disputes concerns claims made by third parties against TMG. The disputes have arisen from TMG’s regular business operations. No further details are given because of the potential adverse effects for the Company.
Recognised deferred tax assets and liabilities were as follows at the end of the financial year:
In thousands of euros |
2016 |
||
---|---|---|---|
Assets |
Liabilities |
Balance |
|
Intangible assets |
- |
-10,183 |
-10,183 |
Property, plant and equipment |
3,376 |
- |
3,376 |
Post-employment liabilities |
736 |
- |
736 |
Provisions |
102 |
- |
102 |
Carry-forward losses |
40,422 |
- |
40,422 |
Other items |
- |
-7 |
-7 |
Net tax asset/liability (-) |
44,636 |
-10,190 |
34,446 |
In thousands of euros |
2015 |
||
---|---|---|---|
Assets |
Liabilities |
Balance |
|
Intangible assets |
- |
-18,023 |
-18,023 |
Property, plant and equipment |
2,655 |
- |
2,655 |
Post-employment liabilities |
363 |
- |
363 |
Provisions |
7,539 |
- |
7,539 |
Carry-forward losses |
27,840 |
- |
27,840 |
Net tax asset/liability (-) |
38,397 |
-18,023 |
20,374 |
The carry-forward losses expire in the years 2022 to 2025. The increase in the net amount was due in part to losses in the Dutch fiscal unity in 2016 and the formation of restructuring provisions, and in part to ending the temporary differences on the restructuring provision. Until 2016, restructuring costs were recognised as an expense for tax purposes when they were paid; in 2016, the tax treatment was drawn into line with the commercial treatment of the restructuring provisions and this explains the fall in the deferred tax asset on provisions.
TMG expects to generate sufficient taxable income in coming years to utilise the deferred tax asset and to utilise part of the carry-forward losses through the possible sale and leaseback of land and buildings in Amsterdam and the contribution to results from various commercial initiatives (such as the Telegraaf VNDG online video platform), cost reduction measures and the sale of regional properties. The utilisation of carry-forward losses has been assessed in a stand-alone scenario for continuation of the current strategy. This ignores any acquisition of TMG and the possible effect on current business plans and related utilisation of carry-forward losses.
No deferred tax assets have been recognised for start-up and other losses of certain subsidiaries as these are not expected to be utilised in the near future. The utilisation of the deferred tax assets depends on future taxable profits. At year-end 2016, unrecognised deferred tax assets amounted to 4,856 (2015: 4,935).
In thousands of euros |
Balance 1 January 2016 |
Recognised in statement of profit or loss |
Changes in consolidation |
Other |
Balance 31 December 2016 |
|
---|---|---|---|---|---|---|
Temporary differences |
Prior-year adjustments |
|||||
Intangible assets |
-18,023 |
-1,347 |
-211 |
8,788 |
610 |
-10,183 |
Property, plant and equipment |
2,655 |
752 |
-187 |
90 |
66 |
3,376 |
Post-employment benefits |
363 |
373 |
- |
- |
- |
736 |
Provisions |
7,539 |
-7,174 |
-212 |
- |
-51 |
102 |
Carry-forward losses |
27,840 |
11,282 |
1,300 |
- |
- |
40,422 |
Other items |
- |
- |
-7 |
- |
- |
-7 |
Net tax asset/liability (-) |
20,374 |
3,886 |
683 1 |
8,878 |
625 |
34,446 |
In thousands of euros |
Balance 1 January 2015 |
Recognised in statement of profit or loss |
Changes in consolidation |
Other |
Balance 31 December 2016 |
|
---|---|---|---|---|---|---|
Temporary differences |
Prior-year adjustments |
|||||
Intangible assets |
-19,538 |
1,515 |
- |
- |
- |
-18,023 |
Property, plant and equipment |
3,046 |
-484 |
93 |
- |
- |
2,655 |
Post-employment benefits |
962 |
-599 |
- |
- |
- |
363 |
Provisions |
5,763 |
1,697 |
79 |
- |
- |
7,539 |
Carry-forward losses |
29,337 |
3,991 |
-5,488 |
- |
- |
27,840 |
Net tax asset/liability (-) |
19,570 |
6,120 |
-5,316 |
- |
- |
20,374 |
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
35,884 |
40,186 |
|
Other amounts received in advance |
8,977 |
5,428 |
Trade payables |
23,595 |
23,380 |
Employee benefits (holidays/allowances) |
13,992 |
20,834 |
Other taxes and social security contributions |
11,221 |
14,030 |
Other liabilities and deferred income |
37,924 |
28,085 |
Total |
131,593 |
131,943 |
Other liabilities and deferred income includes editorial, distribution and other general expenses, returns and accrued commissions. The balance at 31 December 2016 also included 14,720 (including statutory interest) for the fee payable to the government for the licence for the A2 register frequency lot (‘Radio Veronica’). It was agreed on the sale of Sky Radio Group that all income and expense relating to the new valuation of the licence would be for TMG. In December 2016, TMG received the licence instalments and interest back from the government. The new value established for the licence was announced on 22 December 2016 and a bill for statutory interest on that amount was received in January 2017. The full amount had to be paid in early 2017. TMG has appealed against the new value set by the Minister and will also instigate legal proceedings against the interest decision.
The fair value of the liabilities does not differ from the recognised nominal value.
TMG recognises the market, credit, currency and interest rate risks involved in regular business operations. The current economic situation has increased the pressure on circulation and advertising revenue, which several of TMG’s products depend on. TMG has developed different scenarios to absorb fluctuations in revenue. These include further cost reduction measures, announced in 2016, designed to lower the cost base by 90,000 in 2018 compared with 2015, excluding the effects of increase in costs resulting from new initiatives. Some of the savings will come from the decision made in 2015 to sharply reduce the printing capacity of the printing facilities by cutting the number of presses from ten to four to allow a better response to falling circulation. The price of paper can also have a substantial effect on the commercial result.
The Executive Board has overall responsibility for establishing and overseeing TMG’s risk control framework. The Executive Board makes an annual assessment of the strategic risks at both the central and decentralised level and evaluates the developments and monitors the strategic risks each quarter.
TMG’s risk management policies were established to identify and analyse the risks faced by TMG, to set appropriate controls and to monitor risks. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and TMG’s activities. TMG, through its management standards and procedures, aims to develop a culture in which all employees understand their roles and obligations. Group Internal Audit undertakes regular and ad hoc reviews of controls and procedures, the results of which are reported to the Executive Board and the Audit Committee.
Market risk is the risk that the availability of financing for businesses like TMG is limited by developments that are beyond the direct control of the Company itself. In an environment where businesses are heavily dependent on the availability of bank financing, it is important to maintain adequate access to alternative sources of finance.
Considering its relatively limited funding requirements, TMG’s syndicated 70,000 financing facility (see the note on interest-bearing loans and borrowings) with a maturity of three years (to mid-2018) is currently sufficient. It will only become important for TMG to consider alternative financing if a substantial increase in its funding requirements occurs.
Credit risk arises from TMG’s receivables if major customers fail to meet their payment obligations. Industry-wide payment terms, relatively limited dependence on individual customers and our customers’ payment history make it unnecessary to use financial instruments to limit this risk. Most circulation revenue is received in advance. The credit risk is principally concentrated in the Netherlands.
Customers are required to pay within an agreed period. Exceeding the deadline results in service deliveries being halted. Customers are primarily media outlets, companies and subscribers. The aging of trade receivables at the reporting date was:
In thousands of euros |
Total |
Not past due |
Past due 30 - 60 days |
Past due 60 - 90 days |
Past due 90 - 180 days |
Past due 180 - 360 days |
More than 360 days |
---|---|---|---|---|---|---|---|
Balance at 31 December 2016 |
44,868 |
33,174 |
4,380 |
2,396 |
2,701 |
769 |
1,448 |
Balance at 31 December 2015 |
53,263 |
39,601 |
8,220 |
1,702 |
1,094 |
1,057 |
1,589 |
TMG has established an impairment risk provision for estimated losses on trade receivables. The impairment is based on payment arrears and the stipulated payment terms. Changes in the impairment provision for trade receivables during the year were as follows:
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
Balance at 1 January |
3,624 |
4,819 |
Additions |
588 |
1,071 |
Use |
-1,437 |
-2,266 |
Balance at 31 December |
2,775 |
3,624 |
Liquidity risk is the risk that TMG is unable to meet its financial obligations as they fall due. The premise of managing liquidity risk is that sufficient cash and cash equivalents and/or credit facilities are available at all times to meet current and future financial obligations. At the reporting date, TMG had a credit facility of 70,000 of which 5,000 had been drawn (see note 26). In addition, a sale and leaseback project for the office building in Amsterdam was started in 2016 (see note 21).
Currency risk is the risk that fluctuations in exchange rates affect the profitability of transactions. TMG faces very limited currency risks and these are limited to activities outside the euro zone, namely in Denmark, the United Kingdom, Sweden and Poland. The net cash flows to and from the entities and their timing is such that no significant currency positions exist. TMG’s sensitivity to exchange rates is, therefore, very limited. At year-end 2016, TMG had no forward contracts.
TMG’s most relevant interest-rate risk is that its cost of capital might be adversely affected by changes in interest rates on the financial markets. Given the limited size of its debt position, TMG has almost no sensitivity to interest rate fluctuations and so they do not have any significant influence on its financial position.
Of the commodities traded on the global market, TMG only purchases paper to such an extent that fluctuations in its price can have a substantial impact on the operating result. TMG has decided not to hedge the risk of fluctuating paper prices as large manufacturers of paper have taken up positions on the futures market that make it insufficiently liquid to hedge significant volumes in a manner that would be attractive to TMG.
The fair value of financial liabilities is classified by the different levels of the fair value hierarchy:
The carrying amount of financial instruments largely corresponds to their fair value. The interest-bearing loans and borrowings, trade and other payables are classified and measured under level 3 (entity-specific measurement). There were no transfers between the levels in 2016 or 2015.
In thousands of euros |
Total |
6 months or less |
7-12 months |
1-2 years |
2-5 years |
More than 5 years |
|
---|---|---|---|---|---|---|---|
2016 |
|||||||
Interest-bearing loans and borrowings |
6,200 |
5,600 |
600 |
- |
- |
- |
|
Trade and other payables |
131,593 |
127,632 |
3,961 |
- |
- |
- |
|
Total |
137,793 |
133,232 |
4,561 |
- |
- |
- |
|
2015 |
|||||||
Interest-bearing loans and borrowings1 |
26,368 |
14,254 |
11,642 |
472 |
- |
- |
|
Trade and other payables |
131,943 |
123,906 |
8,037 |
- |
- |
- |
|
Total |
158,311 |
138,160 |
19,679 |
472 |
- |
- |
5,000 of the interest-bearing loans and other borrowings relate to the banking facility explained in note 26. The contractual interest liabilities are minimal since only drawings on the overdraft facility bear interest and this is very short term.
In 2015, interest-bearing loans and borrowings included a shareholder loan of 11,969 from V-Ventures B.V. to Sienna Holding B.V. TMG acquired this loan from V-Ventures B.V. on 21 January 2016 along with the 10% minority interest in Sienna Holding B.V.
The Executive Board’s policy is to safeguard a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of business. The Executive Board monitors the return on capital, which TMG defines as the net operating income divided by total equity, excluding non-controlling interests. The Executive Board also monitors the level of dividends to ordinary shareholders.
From time to time, TMG purchases its own shares on the market. Buy and sell decisions are made for specific transactions by the Executive Board within limits set by the Supervisory Board and the General Meeting of Shareholders. TMG does not have a defined share-buy-back plan. There is no share-buy-back plan currently in force.
Liabilities under long-term leases expire as follows:
In thousands of euros |
||
---|---|---|
2016 |
2015 |
|
< 1 year |
15,735 |
19,411 |
1-5 years |
12,872 |
15,397 |
> 5 years |
141 |
665 |
Total |
28,748 |
35,473 |
Operating leases consist of long-term obligations related to building rental, lease cars and ICT and other services. An expense of 8,649 was recognised in the statement of profit or loss for operating leases in 2016, (2015: 9,893). The fall in 2016 was due to the deconsolidation of the Sky Radio Group on 30 September 2016 (balance on 31 December 2015: 6,833) and a reduction (1,600) in the public transport distribution contract between Dutch Railways (NS) and Landelijke Media that expires on 1 May 2018.
TMG has agreements with suppliers of raw materials and consumables under which the liabilities within one year amount to 4,285 (2015: 3,200).
TMG has a long-term contract for printing puzzle booklets and newspapers with a third party. The maximum purchase obligation between one and three years is 17,000 (2015: 17,000).
A number of TMG group companies face legal proceedings. These cases primarily concern employment relations, disputes and rectifications of publications. TMG is confident about the outcome and has therefore not formed a provision for these disputes. See note 28 for disputes for which a provision is recognised.
In 2015 and 2016, TMG did not enter into any significant agreements for software development or other capital expenditure, other than those stated in note 32.
At year-end 2016 bank guarantees of 859 (2015: 9,137) had been issued to cover rental agreements. Bank guarantees issued at 31 December 2015 also covered FM licence obligations.
TMG has a related-party relationship with its subsidiaries, associates (see note 16), joint arrangements, Stichting-Telegraafpensioenfonds 1959 and Stichting Preferente Aandelen Telegraaf Media Groep N.V. A list of Telegraaf Media Groep N.V.’s participating interests has been filed at the Chamber of Commerce in Amsterdam.
According to the AFM register, the following shareholders or holders of depositary receipts had an interest of more than 20% in TMG’s capital at 31 December 2016:
• Stichting Administratiekantoor van aandelen Telegraaf Media Groep N.V.
• Bech N.V.
• Dasym Investment Strategies B.V.
See the company financial statements (note 10) for details of the directors’ remuneration. The note on related parties refers to TMG’s senior management, namely the Executive and Supervisory Boards. The total remuneration is included in employee benefits (see note 7 to the consolidated financial statements).
In April 2015, TMG signed a Letter of Intent with Dasym Investment Strategies B.V. to enter into a strategic partnership in which the two parties jointly establish a fund to invest in the development of Over-The-Top content. There were no developments in respect of the fund during 2016 and the fund had still not been set up at 31 December 2016.
Transactions with related parties relating to associates.
In thousands of euros |
2016 |
2015 |
||
---|---|---|---|---|
Transaction-value |
Balance due |
Transaction-value |
Balance due |
|
Sales of goods and services |
||||
Eye to Eye Puzzles Ltd. |
164 |
95 |
- |
- |
Recharged expenses |
||||
Radio Newco B.V. |
261 |
-2 |
- |
|
Eye to Eye Puzzles Ltd. |
11 |
11 |
- |
- |
Recharged expenses |
||||
Media Librium B.V. |
- |
85 |
- |
78 |
Latlong B.V. |
- |
68 |
- |
187 |
Eye to Eye Puzzles Ltd. |
- |
387 |
- |
- |
Dutch Creative Industry Fund B.V. |
- |
88 |
188 |
|
A provision of 156 (2015: 453) has been formed on receivables from related parties. In 2016, TMG paid 9,709 (2015: 10,955) in contributions to Stichting-Telegraafpensioenfonds 1959. Including employees’ contributions the total was 14,563 (2015: 15,803). All outstanding balances with these related parties are priced on an arm’s length basis and are settled in cash within six months of the reporting date. None of the balances is secured.
See note 8 to the Company financial statements for information on events after the reporting date.