Condensed consolidated interim financial statements for the period ending 30 June 2014

Transcription

1 Condensed consolidated interim financial statements for the period ending 30 June 2014

2 Consolidated balance sheet in millions of CHF as of 30 June as of 31 December Notes Assets Cash and cash equivalents Marketable securities Trade receivables Other receivables Accrued income and prepaid expenses Current assets Investment properties Owner-occupied properties Equipment Intangible assets Investments in associates (8) Financial assets (9) Deferred tax assets Non-current assets Total assets Liabilities and equity Current debts Trade payables Other payables Accrued expenses and deferred income Current provisions Current liabilities Non-current debts Share in negative equity of associates (8) Deferred tax liabilities Non-current provisions Non-current liabilities Total liabilities Share capital PubliGroupe Ltd Treasury shares Capital reserves Retained earnings Equity, shareholders of PubliGroupe Ltd Minority interests Total equity Total liabilities and equity Most of the figures as of 30 June 2014 are not comparable to those as of 31 December 2013 due to the disposal of the segment Media Sales. Refer to note PubliGroupe Interim Financial Statements 2014

3 Consolidated interim income statement in millions of CHF 1st half year 1st half year Notes Billings * Net revenue Purchases Gross profit Personnel expenses General and administrative expenses Depreciation of tangible assets Amortisation of intangible assets Other operating income Other operating expenses Share in result of associates (8) Operating result Financial result Ordinary result Non-operating result (10) Result before income taxes and minority interests Income taxes (11) Result before minority interests Minority interests Result attributable to shareholders of PubliGroupe Ltd Earnings per share (in CHF) * Billings represent the gross amounts billed to clients (including the value of ad space). PubliGroupe Interim Financial Statements

4 Consolidated interim statement of changes in equity in millions of CHF Notes Share capital Treasury shares Capital reserves Translation reserve Retained profits Equity, shareholders of PubliGroupe Ltd Minority interests Total equity Balance as of 1 January Result Translation differences Decrease in share capital Purchase of treasury shares Share-based payments Dividends paid Dividends paid to minority interests Goodwill from own acquisitions Changes in goodwill within associates Acquisition of subsidiaries involving changes in minority interests Other changes with minority interests Balance as of 31 December Balance as of 1 January Result Translation differences (14) Dividends paid (15) Dividends paid to minority interests (17) Goodwill from own acquisitions (12),(13),(14) Changes in goodwill within associates (8) Acquisition of subsidiaries involving changes in minority interests (13) Disposal of subsidiaries involving changes in minority interests (14) Balance as of 30 June PubliGroupe Interim Financial Statements 2014

5 Consolidated interim cash flow statement in millions of CHF 1st half year 1st half year Notes Result before minority interests Share in result of associates (8) Depreciation and amortisation (incl. non-operating) Changes in provisions (incl. deferred income taxes) Gain (-) / loss on disposals of fixed assets Gain (-) / loss on disposals of subsidiaries and associates (10) Adjustments for other non-cash items (18) Dividends received (16) Interest received Interest paid Taxes paid Changes in trade receivables Changes in other receivables, accrued income and prepaid expenses Changes in trade payables Changes in other payables, accrued expenses and deferred income Cash flows from operating activities Acquisitions of tangible assets Acquisitions of intangible assets Disposals of intangible assets (12) Disposals of marketable securities Acquisitions of subsidiaries, net of cash acquired (13) Disposals of subsidiaries, net of cash disposed of (14) Investments in financial assets Divestments of financial assets Taxes paid Cash flows from investing activities Increase in bank debts Repayment of bank debts Repayment of non-current debt Purchase of treasury shares Dividend paid to shareholders of PubliGroupe Ltd (15) Dividends paid to minority interests by Group companies (17) Cash flows from financing activities Effect of exchange rates on cash and cash equivalents Change in cash and cash equivalents Cash and cash equivalents as of 1 January Cash and cash equivalents as of 30 June PubliGroupe Interim Financial Statements

6 Notes to the condensed consolidated interim financial statements 1. Reporting entity PubliGroupe Ltd (PubliGroupe or the Company ) is a public limited holding company (société anonyme) under Swiss law with its head office in Lausanne, Switzerland. PubliGroupe s core activity is the sale of advertising space in Switzerland and abroad. The condensed consolidated interim financial statements for the six months ended 30 June 2014 include PubliGroupe and its subsidiaries (together the Group ) as well as its interests in associates. 2. Statement of compliance The condensed consolidated interim financial statements have been prepared in accordance with Swiss GAAP FER 12 Interim reporting as issued by the Foundation for accounting and reporting recommendations. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December The accounting principles set out in the 2013 consolidated financial statements have been applied consistently. 3. Basis of preparation The condensed consolidated interim financial statements are presented in Swiss francs (CHF) and have been rounded to the nearest hundred thousand. They have been prepared on a historical cost basis except for marketable securities which are stated at fair value. Preparation of the condensed consolidated interim financial statements requires a number of judgements, estimates and assumptions to be made that affect the application of accounting policies and the reported amounts of assets and liabilities and income and expenses. All estimates are based on the best information available to management on the current situation. Nonetheless, results obtained in practice may differ from those estimated. 4. Scope of consolidation As of 30 June 2014, the scope of consolidation was modified as follows: Change in ownership percentages: 31 January 2013: disposal of 16.5% interest in Amitel S.A. Since then, PubliGroupe owns 67.0% of the company. Acquisition: 28 April 2014: acquisition of 50.1% interest in Sellbranch AB, Stockholm Creation: 13 May 2014: creation of Publicitas Holding SA, a 100% subsidiary of PubliGroupe Ltd. The following companies were then transferred from PubliGroupe Ltd to Publicitas Holding SA: Publicitas S.A., Lausanne Publicitas Publimag AG, Zürich Adnative S.A., Vernier Publimedia AG, Zürich Publicitas International AG, Basel xentive sa, Lausanne Instanz AG für Kommunikation, Zürich Publicitas Cinecom AG, Zürich Publicitas Eastern Europe AG, Basel 6 PubliGroupe Interim Financial Statements 2014

7 Disposals: 30 June 2014: disposal of the entire segment Media Sales. Since that date, the following entities have been deconsolidated: Publicitas Holding SA and its subsidiaries Adnative FZ-LLC, Dubai Adnative Ltd, London Adnative Sàrl, Paris China (H.K.) Advertising Ltd, Hong Kong Mediascope Publicitas (India) Private Limited, Mumbai PDM Media (India) Private Limited, Mumbai Publicitas (Beijing) Advertising Co., Ltd, Beijing Publicitas (Thailand) Ltd, Bangkok Publicitas Asia Holdings Ltd, Hong Kong Publicitas B.V., Laren Publicitas China (HK) Advertising Ltd, Hong Kong Publicitas Europe Ltd, London Publicitas GmbH, Frankfurt am Main Publicitas GmbH, Wien Publicitas Hong Kong Ltd, Hong Kong Publicitas Inc., Dover (Publicitas North America Inc., Los Angeles) Publicitas Inc., Toronto (Publicitas McGown Inc.) Publicitas Internacional S.A., Madrid Publicitas International Sdn Bhd, Petaling Jaya Publicitas International SpA, Milano Publicitas Japan Kabushiki Kaisha, Tokyo Publicitas Ltd, London Publicitas NV, Zaventem Publicitas Publishing Pte Ltd., Singapore Publicitas Rui Shi (Shanghai) Advertising Co. Ltd, Shanghai Publicitas SAS, Paris Publicitas Singapore Pte Ltd, Singapore PubliGroupe USA Holding Inc., Dover Permedia Athens S.A., Athens Publicitas Hellas S.A., Athens The effects of the disposals on the consolidated interim financial statements are mentioned in the note 14. PubliGroupe Interim Financial Statements

8 5. Segment reporting 1st half 2014 in millions of CHF Search & Find Media Sales Digital & Marketing Services Corporate and others Eliminations Total Billings * Net revenue Gross profit Share in result of associates Operating result Financial result Ordinary result Non-operating result Result before income taxes and minority interests Income taxes Result before minority interests Minority interests Result attributable to shareholders of PubliGroupe Ltd Number of employees at the end of the period * Billings represent the gross amounts billed to clients (including the value of ad space). 1st half 2013 in millions of CHF Search & Find Media Sales Digital & Marketing Services Corporate and others Eliminations Total Billings * Net revenue Gross profit Share in result of associates Operating result Financial result Ordinary result Non-operating result Result before income taxes and minority interests Income taxes Result before minority interests Minority interests Result attributable to shareholders of PubliGroupe Ltd Number of employees at the end of the period 547 1' '732 * Billings represent the gross amounts billed to clients (including the value of ad space). 8 PubliGroupe Interim Financial Statements 2014

9 6. Translation of foreign currencies The table below shows the main exchange rates used to translate balance sheet and income statement items to Swiss francs: Exchange rates 1st half year 1st half year Average Average Closing date Closing date rates rates rates rates CAD CNY EUR GBP HKD INR SGD USD Seasonality The print activities of the segment Search & Find are subject to seasonal effects. As a consequence, earnings are stronger in the second half of the year. Other segments have no notable seasonal cycles. 8. Investments in associates in millions of CHF as of 30 June as of 31 December Share in the associates' equity - Swisscom Directories AG Local.ch AG FPH Freie Presse Holding AG Zanox AG Others Total thereof recognised as an asset (Investments in associates) thereof recognised as a liability (Share in negative equity of associates) Investments in associates (net) The investment in the associate Zanox AG and its subsidiaries (hereafter Zanox Group) is presented as a non-current liability due to the fact that PubliGroupe s share in Zanox Group equity is negative. In compliance with PubliGroupe s principles, goodwill, incurred by Zanox Group at the time of the acquisition of its own subsidiaries, was offset with equity resulting in a negative equity. In the first half of 2014, the main changes in investments in associates were as follows: dividend received: CHF 12.8 million, share in result of associates: CHF 12.6 million, reduction in goodwill within Zanox Group: CHF 4.3 million, PubliGroupe Interim Financial Statements

10 As of 5 May 2014 PubliGroupe agreed to sell its 25.07% interest in FPH Freie Presse Holding AG to the Aktiengesellschaft für die Neue Zürcher Zeitung (NZZ-Mediengruppe) for CHF 53.0 million. Due to the current public tender offers for PubliGroupe s shares, the closing of the transaction is subject to the shareholders approval and is expected in the second half of Therefore, FPH Freie Presse Holding AG is still consolidated as an associate as of 30 June The impacts of this disposal on the consolidated financial statements would be as follows: an increase in equity by CHF 7.4 million, a loss of CHF 22.1 million in the income statement due to the reversal of goodwill within the associate of CHF 29.5 million that was offset with equity. 9. Financial assets in millions of CHF as of 30 June as of 31 December Notes Non-current securities Loans to third parties Loans to associates Allowance for doubtful loans Contribution reserves available in pension institutions Total The increase in loans to third parties is due to the reclassification of the loan granted to xentive sa from loans to associates to loans to third parties and to the loan granted to the buyer of the segment Media Sales; see also note 14. The decrease in the contribution reserves is due to the disposal of the segment Media Sales as a portion of these reserves was attributed to some of Media Sales companies. 10. Non-operating result in millions of CHF 1st half year 1st half year Real estate income Non-operating income Real estate depreciation (investment property) Ordinary office charges for investment properties Loss on disposal of subsidiaries and associates Other non-operating expenses Non-operating expenses Non-operating result The loss on disposal of subsidiaries and associates relates to the disposal of the whole segment Media Sales; this amount includes translation differences previously recognized in equity; see also note 14. Other non-operating expenses are made up of transaction and advisory fees incurred in relation to the sale of the segment Media Sales and to the public tender offers for PubliGroupe s shares. 10 PubliGroupe Interim Financial Statements 2014

11 11. Income taxes The income taxes for the period from 1 January to 30 June are based on the best estimate of the tax rate that will be applied to the full-year result. 12. Disposals of intangible assets This position refers to the sale of the customer base of PrintOnline AG (which was then renamed PubliOnline AG in June 2014). As this disposal means the sale of the main asset of the company, the related goodwill (CHF 0.3 million) was reversed to the income statement. 13. Acquisitions of subsidiaries, net of cash acquired The actual values of net assets recognised at the acquisition date are the following: in millions of CHF 1st half year 1st half year Cash and cash equivalents Trade receivables (net) Other receivables and other current assets Current debts Trade payables Other payables and other current liabilities Net assets Attributable to minority interests Net assets acquired Goodwill Consideration transferred Cash and cash equivalents acquired Payments from previous year acquisitions Total cash outflows on acquisitions of subsidiaries As of 30 June 2014, this position refers to the acquisition of 50.1% interest in Sellbranch AB. As of 30 June 2013, the cash out represented the acquisition of 25% interest in Instanz AG für Kommunikation. PubliGroupe Interim Financial Statements

12 14. Disposals of subsidiaries, net of cash disposed of in millions of CHF 1st half year 1st half year Cash and cash equivalents Trade receivables (net) Other receivables and other current assets Equipment Intangible assets Investment in associates 0.8 Financial assets 6.5 Deferred tax assets Current debt -3.3 Trade payables Other payables and other current liabilities Deferred tax liabilities Non-current provisions Net assets disposed of Attributable to minority interests Goodwill Effect of reclassification of translation differences to profit and loss Loss (-) / gain from disposals Consideration to be received Cash and cash equivalents disposed of Consideration receivable Total cash outflows (-) / inflows on disposals of subsidiaries This position refers to the disposal of the whole segment Media Sales. A portion of the consideration receivable (CHF 6.0 million out of CHF 11.4 million) is presented as a loan to third parties in the financial assets. No cash transactions were incurred for the disposal of 16.5% interest in Amitel S.A. 15. Dividend paid At the Company s Annual General Meeting held on 29 April 2014 the shareholders decided to distribute a dividend of CHF 2. per share (2013: CHF 10. per share) representing an amount of CHF 4.4 million (2013: CHF 22.1 million). 16. Dividends received This position is made up of dividends received from associates for CHF 12.8 million (30 June 2013: CHF 15.7 million) and of dividends received on marketable and non-current securities for CHF 0.5 million (30 June 2013: CHF 0.6 million). 17. Dividend paid to minority interests This position is made up of the CHF 4.9 million dividend (2013: CHF 6.4 million) paid by LTV Gelbe Seiten AG to Swisscom AG. 12 PubliGroupe Interim Financial Statements 2014

13 18. Adjustments for other non-cash items in millions of CHF 1st half year 1st half year Notes Share-based payments Financial result, excluding realised exchange differences Current income taxes Other non-cash income Other non-cash expenses Total adjustments for other non-cash items Contingent liabilities and contingent assets There are no contingent liabilities or contingent assets as of 30 June Events subsequent to the balance sheet date None. 21. Authorization of issue of the condensed consolidated interim financial statements The PubliGroupe condensed consolidated interim financial statements were authorized for issue by the Board of Directors on 27 August PubliGroupe Interim Financial Statements

14 PubliGroupe Ltd Avenue Mon - Repos 22 CH 1002 Lausanne PubliGroupe Interim Financial Statements