Reach plc ("The Company") Half Year Results - Six months to
30 June 2024
31 July 2024
Customer Value Strategy driving performance, on track to
deliver full year
expectations
Jim Mullen Chief Executive
"We are pleased to have delivered further operational
progress this year, with our commercial and editorial teams making
the most of the strong news agenda.
Our Customer Value Strategy continues to deliver long-term
success, with an increasing share of data-driven digital revenue as
well as digital growth returning in Q2. Alongside our expertise in
managing our print product, we have traded our digital assets hard
and delivered an operating margin improvement.
We continue to build a stronger, more resilient business and
are on track with our plans for the year."
Results overview: Improved operating profit margin through
effective cost management
Financial Summary(1)
|
|
|
|
6
months 30 June 24
|
|
Adjusted
results(2)
|
Statutory
results
|
|
|
HY24
|
HY23
|
Change
|
HY24
|
HY23
|
Change
|
Revenue
|
£m
|
265.0
|
279.4
|
(5.2%)
|
265.0
|
279.4
|
(5.2%)
|
Operating profit
|
£m
|
44.5
|
36.1
|
23.1%
|
36.8
|
11.1
|
232.2%
|
Operating profit margin
|
%
|
16.8
|
12.9
|
3.9%
|
13.9
|
4.0
|
9.9%
|
Earnings per share
|
Pence
|
10.1
|
8.7
|
|
7.8
|
1.5
|
|
Net (debt)/cash
(3)
|
£m
|
(12.3)
|
(3.5)
|
|
(12.3)
|
(3.5)
|
|
Dividend per share
|
Pence
|
2.88
|
2.88
|
|
2.88
|
2.88
|
|
·
|
Revenue declined 5.2% to £265.0m
with digital revenue of £60.0m broadly in line with last year
(HY23: £60.8m), and momentum improving across the period (Q124:
(8.5)%, Q224: +6.7%).
|
·
|
Both print circulation revenue
£149.9m (HY23: £155.4m) and print advertising revenue £32.7m (HY23:
£37.0m) outperformed volume decline, which remains in line with
historical trends.
|
·
|
Early and effective action on
costs has delivered targeted cost savings. Total adjusted operating
costs reduced by 9.3% to £221.8m (HY23: £244.6m).
|
·
|
Adjusted operating profit
increased by 23.1%, and at an improved margin of 16.8% (HY23:
12.9%, FY23: 17.0%).
|
·
|
Continue to deliver returns for
shareholders with the interim dividend maintained at
2.88p.
|
Further progress with our Customer Value
Strategy
·
|
The Customer Value Strategy is
driving data-driven revenue growth of 9% to £27.2m (HY23: £24.9m).
These revenues now represent 45% of total digital revenues (HY23:
41%).
|
·
|
Strong trading of digital assets,
along with continued diversification into non-advertising revenues,
including partnerships, ecommerce and affiliates. As a direct
result, yield (revenue per thousand page views) increased by
32%.
|
·
|
Growing secure audience by 4%
year-on-year(5), including 9m customers receiving
content directly to their devices.
|
·
|
Page view volumes declined 25%
over the period due to ongoing impact of 2023's referrer
deprioritisation of news. Trends are improving and open market
prices for mass scale programmatic advertising have
stabilised.
|
FY24 Outlook: On track to deliver market
expectations
We remain focused on delivering
our operational plans for the year as we build a more sustainable
digital business. Our Customer Value Strategy is continuing to grow
data-driven revenues and we expect our print performance to remain
resilient despite the tough macro backdrop.
We are trending slightly ahead of
a full year reduction in operating costs of 5-6%. The phasing of
cost initiatives and inflation during 2023 and 2024 means that
operating profits will be more equally weighted between the first
and second half of the year.
At the end of the period, we saw
elevated levels of advertising spend supported by events such as
the European Football Championships. July is trading in line with
our expectations.
We continue to work against the
backdrop of the dominant tech platforms and their impact on search
and referral traffic. As we have seen, this dynamic can create some
volatility across our distribution, however, we are building more
resilience through our Customer Value Strategy and we remain on
track to deliver market expectations.(6)
Q2 Trading: Digital revenue back in growth
2024
|
Q1
YOY
%
|
Q2 YOY
%
|
HY YOY
%
|
Digital revenue
|
(8.5)
|
6.7
|
(1.3)
|
Print revenue
|
(6.0)
|
(6.2)
|
(6.1)
|
circulation revenue
|
(3.4)
|
(3.7)
|
(3.6)
|
advertising revenue
|
(10.7)
|
(12.3)
|
(11.5)
|
Group revenue
|
(6.7)
|
(3.6)
|
(5.2)
|
The performance over the second
quarter has been bolstered by strong multi-platform content around
key events, including the European Football Championships, UK
general election and Taylor Swift Eras tour. As expected, yield
continued to improve, driving growth across the digital estate. We
remain focused on optimising our digital inventory with the
increase in yield more than compensating for the 16% decline in
page views.
Data-driven revenues, which are
higher value and enable more targeted advertising, now make up 45%
of digital revenues. Across the quarter these revenues grew 13%
(year-on-year) due to the strong growth in direct advertising
revenues and non-advertising revenues, including partnerships,
ecommerce and affiliates.
Mass-scale programmatic
advertising market has benefitted from a stabilisation in open
market prices. It is too early to characterise this as a recovery,
but the early indicators are positive.
In Print, circulation revenues
have proven again to be a reliable revenue stream and the teams
have mitigated the circulation volume headwind with cover price
increases, strong promotional activity and standalone products
tying into popular events. Print advertising revenue performed well
due to the continued demand for this ad format, particularly from
the food retailers.
Notes:
(1)
|
The results have been prepared for
the six months ending 30 June 2024 and the comparative period has
been prepared for the 26-week period ending 25 June
2023.
|
(2)
|
Set out in note 18 is the
reconciliation between the statutory and adjusted
results.
|
(3)
|
Net debt balance comprises cash
and cash equivalents of £12.7m (inclusive of £1.9m restricted cash)
less bank borrowings of £25.0m, but excludes lease obligations
(note 14).
|
(4)
|
An adjusted cash flow is presented
in note 19 which reconciles the adjusted operating profit to the
net change in cash and cash equivalents. Note 20 provides a
reconciliation between the statutory and adjusted cash
flows.
|
(5)
|
Average increase Q224 v
Q223.
|
(6)
|
Market expectations compiled by
the company are an average of analyst published forecasts -
consensus adjusted operating profit for FY24 is £97.8m.
|
Enquiries
Reach plc
|
|
Jim Mullen, Chief Executive
Officer
Darren Fisher, Chief Financial
Officer
Lija Kresowaty, Head of External
Communications
Jo Britten, Investor Relations
Director
|
communications@reachplc.com
+44 (0)7557 557 447
|
Teneo
|
reachplc@teneo.com
|
Giles Kernick, David
Allchurch
|
020 7353 4200
|
About Reach
We're Reach plc, the UK's and
Ireland's largest commercial news publisher. We're home to more
than 120 trusted brands, from national titles like the Mirror,
Express, Daily Record and Daily Star, to local brands like
MyLondon, BelfastLive and the Manchester Evening News, to our
recently launched U.S. titles. Every month, 47 million people come
to us, via print and online, for trusted news, entertainment and
sport.
LEI: 213800GNI5XF3XOATR61
Classification: 1.2 Half
yearly financial reports and audit reports/limited
reviews
Jim Mullen, Chief Executive
Officer and Darren Fisher, Chief Financial Officer will be hosting
a webcast at 9:00am (UK) on 31 July 2024. It will be followed by a
live question and answer session. The presentation slides will be
available on www.reachplc.com from 7.00am (UK).
You can join the webcast to watch
the presentation or listen to the Q&A via the following
weblink, which you can copy and paste into your browser:
https://edge.media-server.com/mmc/p/awqguxcw
To participate in the Q&A
session and register to ask a question, please access the following
web link and register your details:
https://register.vevent.com/register/BIb35a6b46186841f496ca82974c6bf67f
Please try to allow at least 10
minutes prior to the start time to provide sufficient time to
access the event.
Forward looking statements
This announcement has been prepared in relation to the
financial results for the six months ended 30 June 2024. Certain
information contained in this announcement may constitute
'forward-looking statements', which can be identified by the use of
terms such as 'may', 'will', 'would', 'could', 'should', 'expect',
'seek, 'anticipate', 'project', 'estimate', 'intend', 'continue',
'target', 'plan', 'goal', 'aim', 'achieve' or 'believe' (or the
negatives thereof) or words of similar meaning. Forward-looking
statements can be made in writing but also may be made verbally by
members of management of the Company (including, without
limitation, during management presentations to financial analysts)
in connection with this announcement. These forward-looking
statements include all matters that are not historical facts and
include statements regarding the Company's intentions, beliefs or
current expectations concerning, among other things, the Company's
results of operations, financial condition, changes in global or
regional trade conditions, changes in tax rates, liquidity,
prospects, growth and strategies. By their nature, forward-looking
statements involve risks, assumptions and uncertainties that could
cause actual events or results or actual performance or other
financial conditions or performance measures of the Company to
differ materially from those reflected or contemplated in such
forward-looking statements. No representation or warranty is made
as to the achievement or reasonableness of and no reliance should
be placed on such forward-looking statements. The forward-looking
statements reflect knowledge and information available at the date
of this announcement and the Company does not undertake any
obligation to update or revise any forward-looking statement,
whether as a result of new information or to reflect any change in
circumstances or in the Company's expectations or
otherwise.
Chief Executive's Review
Steady performance and strong operational
delivery
I am pleased with our overall
performance in the first half, despite continuing industry
headwinds. This is testament to the success of our Customer Value
Strategy enabling strong trading of our digital inventory, as well
as the ongoing resilience in our print circulation and advertising
sales. Our digital revenue has returned to growth (Q224: 7%) and we
have delivered an improved operating margin.
We continue to expertly manage
print performance, with circulation revenue performing well (H124:
(4)%) in the face of anticipated volume declines. Our teams have
carefully implemented cover price increases while in turn,
strengthening the customer proposition with additional content and
strong promotional offers.
Print advertising also performed
well, exceeding the volume trend. This was in part thanks to some
strong advertiser opportunities in the first half of the year, as
well as increased market competition in some sectors driving
advertising spend, particularly in the food retail sector. Clearly,
market trends are changeable, but this demonstrates the value that
advertisers place on both our print and digital
inventory.
I want to thank all of our teams
for their efforts, talents and energy as we delivered against a
continuing challenging backdrop.
Balance sheet benefitting from well-managed
costs
Our proven track record in cost
management continues to keep us competitive through market
changes.
We took early and decisive cost
action in 2023. While difficult, as a result of this action the
business has benefitted from an improved operating margin during
the half year.
We are also currently seeing the
benefits of our expertise in controlling print costs, with a number
of well-negotiated contracts creating more stability in our cost
base.
As we have shown, we continue to
manage cost issues responsibly and proactively.
Customer Value Strategy providing resilience and
growth
In the face of declining audience
volumes, and as the industry continues to evolve, our Customer
Value Strategy has ensured that we can offer our commercial
partners contextual and behavioural targeting, therefore increasing
the value of our content. We continue to work with a large pool of
rich customer and contextual data, which we have used to develop
and refine our advertising technology platform, Mantis.
As we shared in March, these
developments mean that we have been able to improve our yield over
time so that, for every 1,000 page views, we now bring in over 30%
more revenue year-on-year. Our operations are supported here by
best-in-class digital traders who optimise the pricing and yield of
our online pages.
Overall, our data-driven revenues
have grown 9% over the first half of the year, with these higher
value revenues now representing 45% of total digital
revenues.
Further progress in diversifying digital
revenues
Our Customer Value Strategy has
also successfully diversified our revenue base, and we continue to
see promising growth in some of these initiatives, particularly in
ecommerce and affiliates.
Last month, we marked the
500,000th OK! Beauty Box sold, with year-on-year revenue
growth of 34%. Ecommerce will continue to be a focus in 2024 and,
this month, we expanded our ecommerce proposition by soft launching
Yimbly, a dedicated marketplace platform.
As we shared in March, we have
invested further in our in-house advertising technology platform
Mantis, to maximise B2B revenue. We now have a strong senior team
in place, with a recently appointed managing director, and the
expanded proposition has secured its first partners with deals to
licence its contextual targeting tools.
Our large-scale and diverse
audience continues to support our long-term sustainability, and our
American expansion continues to progress according to plan as we
steadily build our capability there.
Engaging audiences with impactful
journalism
Our teams have delivered impactful
content for their audiences this year, delivering on our purpose to
enlighten, empower and entertain. Our local titles continue to hold
power to account, for example the Liverpool Echo which doggedly
pursued a story uncovering two local councillors who had received
court summons over late or non-payment of council tax. As always,
our titles continue to campaign for causes important to their
readers, for example the Express's petition around the right to
assisted dying, which sparked a Parliamentary debate on the issue,
and the Mirror's Justice for our Daughters campaign, which led to
then-Prime Minister, Rishi Sunak, agreeing to end the practice of
shorter sentences for domestic murders.
With the election just behind us,
the importance of this work is clearer than ever. Our editorial
brands give millions of people a voice, providing free-to-access
news for our audiences across the political spectrum. This is a
responsibility we take very seriously.
We have also made changes to
enable our teams to be more forward-thinking in how we get our
content to our audiences, particularly in a more multiplatform way.
We have seen good progress in H1, with the newly formed Studio team
producing strong video content, with election-related vodcasts,
including The Division Bell, Poll Position and Planet Holyrood. The
team also secured its first exclusive sponsorship deal for a new
production just last month for its Euros vodcast, Euro
Thrash.
In order to meet growing audience
demand for video, we will continue to focus on developing not only
our video content, but our routes to monetising this output. This
work is still in its early days, but audience engagement with our
video content is growing with overall views up 20% year-on-year and
TikTok views more than doubling. YouTube is a focus area for us,
with revenues growing 14% year-on-year. For the time being, these
represent a small part of our overall mix, but continue to be an
important focus area for us to expand our reach by producing
content for multiple platforms.
As previously mentioned, we have
continued to carefully increase the use of AI in our newsrooms, led
by our editorial teams. We have seen some clear efficiency wins in
reducing time spent on repetitive tasks and, for example, estimate
that we have doubled the speed at which an average story can be
uploaded to our Content Management System. We continue to robustly
test a number of AI opportunities to support both our editorial
teams and the wider business.
Being a more responsible business
We have further implemented our
formal sustainability framework this year and have continued to
focus on progressing our environmental reporting, gathering the
data that will guide us on our path to net zero. We have been
undergoing a rigorous process in order to determine our Science
Based Target (SBT), which we expect to submit later this year. In
March, our technology team donated over 1,300 used devices to The
National Device Bank, an initiative that supports individuals and
communities in need through digital skills training and resources,
while also reducing technology waste.
We continue to prioritise
inclusion and last month, for the first time, the Mirror was the
media partner for Pride in London. I am proud to say we have also
boosted our efforts to increase social mobility in the industry
and, this summer, launched a paid summer internship scheme with a
focus on attracting people who may not have thought a career in
journalism was open to them.
Well positioned in a changing market
We continue to operate in a fluid
market, impacted by the dominant tech platforms, and will continue
to engage with Government and regulators on these issues. We have a
solid record in navigating the evolving landscape and have made
good progress in putting the business, our brands and our content
in a strong position to face continued industry change. Our
performance in the first six months of the year is testament to
this work and we are confident in the outlook for the full
year.
Jim Mullen,
Chief Executive Officer
31 July 2024
Finance Review
Delivering our financial plans
We delivered our plans in the
first half, despite the challenging industry backdrop. This is due
to the increasing resilience we have built across the business with
our Customer Value Strategy, along with our operational expertise
in driving yield in digital, managing the volume decline across the
print business and controlling our cost base.
Our yield performance is driven by
our Customer Value Strategy. Data-driven revenues grew 9% to
£27.2m, and are more valuable to advertisers and higher yielding.
Print continued to perform reliably, supported by an experienced
team and strong news agenda. Print delivered £204.0m (HY23:
£217.3m) of revenue, with a solid performance in both circulation
and print advertising.
Maintaining strong cost discipline
We continue to focus on driving
efficiencies and we took decisive and early actions to drive
savings across our cost base. Our adjusted operating costs reduced
by £22.8m or 9.3% year-on year, mainly attributable to the
restructuring we undertook during 2023 alongside the reduction in
newsprint costs. Together, these actions have meant that we
delivered a 17% adjusted operating margin, which is an increase in
adjusted operating profit of £8.4m.
Focus on cash
Cash management remains a
priority. During the period, we completed two property disposals
generating £13.1m of cash. The Group closed the period with net
debt of £12.3m (inclusive of £1.9m restricted cash) which is made
up of £12.7m of cash and the revolving credit facility was drawn at
£25m. The Group's facility of £120.0m remains in place until
November 2026.
Group cash conversion was strong
at 130% benefitted from working capital inflows, most of which we
expect to unwind in the second half of the year. Our key financial
obligations are unchanged. As we previously communicated, we gained
clarity on resolving our historical legal issues. This year, we
have made further progress on settling outstanding claims with our
financial estimates and timetable unchanged from those communicated
at the full year. As we said then, we expect the majority of issued
claims, if not all to be resolved by the end of 2025.
We continued to invest in our
business, including Mantis, our advertising technology platform, as
well as our US business. This month we soft launched Yimbly, an
ecommerce marketplace which we expect to scale through the year. We
are also rolling out a new platform for our websites to improve the
user experience.
Looking ahead
Our financial priorities remain
unchanged with a focus on profitability and cash management. We
will continue to carefully manage our print business, grow our
digital revenues prioritising our data-driven strategy and control
costs.
At the start of the year, we
committed to reducing total operating costs by 5-6%, and we are
trending slightly ahead of this target. However, the relative level
of savings will contract across the second half of the year and we
expect profitability to be more equally weighted between the first
and second half.
Summary income statement
|
Adjusted
HY 2024
£m
|
Adjusted
HY
2023
£m
|
Statutory
HY 2024
£m
|
Statutory
HY
2023
£m
|
Revenue
|
265.0
|
279.4
|
265.0
|
279.4
|
Costs
|
(221.8)
|
(244.6)
|
(228.8)
|
(268.9)
|
Associates
|
1.3
|
1.3
|
0.6
|
0.6
|
Operating profit
|
44.5
|
36.1
|
36.8
|
11.1
|
Finance costs
|
(2.2)
|
(1.3)
|
(3.9)
|
(4.4)
|
Profit before tax
|
42.3
|
34.8
|
32.9
|
6.7
|
Tax charge
|
(10.5)
|
(7.6)
|
(8.3)
|
(2.1)
|
Profit after tax
|
31.8
|
27.2
|
24.6
|
4.6
|
Earnings per share -
basic
|
10.1
|
8.7
|
7.8
|
1.5
|
The results have been prepared for
the six months to 30 June 2024. The comparative period has been
prepared for the 26-week period ending 25 June 2023.
Group revenue reduced by £14.4m or
5.2% with print down 6.1% and digital revenue down 1.3%.
Adjusted operating costs decreased
by £22.8m or 9.3%, more than offsetting the decline in revenue. The
cost base benefitted from the restructure implemented at the end of
2023, alongside lower volumes and prices, with inflation continuing
to unwind.
Statutory operating costs were
lower by £40.1m or 14.9%, driven by the decrease in operating
adjusted items of £17.3m (£7.0m in HY24 versus £24.3m in
HY23).
Adjusted operating profit
increased £8.4m or 23.1%. The adjusted operating profit margin of
16.8% in HY24 compares to 12.9% for HY23. Statutory operating
profit increased by £25.7m, primarily due to the decrease in
operating adjusted items and cost savings delivered through the
cost programme.
Adjusted earnings per share
increased by 1.4p or 16.1% to 10.1p. Statutory earnings per share
increased by 6.3p to 7.8p, principally due to the increase in
operating profit.
Revenue
|
HY 2024
Actual
£m
|
HY
2023
Actual
£m
|
YOY
Change
%
|
Digital
|
60.0
|
60.8
|
(1.3)
|
Print
|
204.0
|
217.3
|
(6.1)
|
Circulation
|
149.9
|
155.4
|
(3.6)
|
Advertising
|
32.7
|
37.0
|
(11.5)
|
Printing
|
8.8
|
10.3
|
(15.2)
|
Other
|
12.6
|
14.6
|
(13.1)
|
Other
|
1.0
|
1.3
|
(22.7)
|
Total revenue
|
265.0
|
279.4
|
(5.2)
|
|
Actual
Q1
2024
YOY
%
|
Actual
Q2
2024
YOY
%
|
Actual
HY 2024
YOY
%
|
Actual
HY 2023
YOY
%
|
Digital revenue
|
(8.5)
|
6.7
|
(1.3)
|
(16.1)
|
Print revenue
|
(6.0)
|
(6.2)
|
(6.1)
|
(2.7)
|
Circulation
|
(3.4)
|
(3.7)
|
(3.6)
|
2.4
|
Advertising
|
(10.7)
|
(12.3)
|
(11.5)
|
(18.3)
|
Total Revenue
|
(6.7)
|
(3.6)
|
(5.2)
|
(6.1)
|
Revenue bridge
|
Actual
£m
|
YOY
%
|
2023HY revenue
|
279
|
|
Digital
|
(1)
|
(1.3)
|
Circulation
|
(6)
|
(3.6)
|
Print advertising
|
(4)
|
(11.5)
|
Printing & print
other
|
(3)
|
(14.0)
|
Other
|
-
|
(22.7)
|
2024HY revenue
|
265
|
(5.2)
|
Digital revenue decreased by 1.3%
to £60.0m (HY23: £60.8m). The impact from the sector-wide decline
in referral traffic from major platforms has started to normalise,
with digital page views declining 25%. The volume impact is
mitigated by actions to diversify digital revenues and trade
digital assets more effectively. As a result, the yield, the amount
we earn from each page view, increased by over 30% year-on-year.
Mass-scale programmatic yield has also improved with a
stabilisation in open market prices. It is too early to call this a
recovery, but the early indicators are positive.
The print business continued to
perform reliably, with print revenue declining by £13.3m to £204.0m
(HY23: £217.3m). Solid circulation performance with revenue down
3.6% to £149.9m (HY23: up 2.4%) as the teams expertly managed the
cover price increases to offset volume decline with strong
promotional activity and strategic special editions around big news
events.
Print advertising declined by
£4.3m, or 11.5% year-on-year; this performance has continued to
outperform volume trends which were down 17% year-on-year,
supported by continued strong demand from food
retailers.
Print revenue also includes
third-party printing revenues and other print-related revenues.
Printing revenue decreased by 15.2% (HY23: down 10.4%). Other print
revenue decreased by 13.1% (HY23: down 1.4%). These revenues are
largely contracted on a cost-plus basis, and reflect the external
market demand for print.
Costs
|
Adjusted
HY 2024
£m
|
Adjusted
HY
2023
£m
|
YOY
Change
%
|
Statutory
HY 2024
£m
|
Statutory
HY
2023
£m
|
YOY
Change
%
|
Labour
|
(105.9)
|
(114.5)
|
7.6
|
(105.9)
|
(114.5)
|
7.6
|
Newsprint
|
(22.2)
|
(33.4)
|
33.7
|
(22.2)
|
(33.4)
|
33.7
|
Depreciation and
amortisation
|
(9.7)
|
(10.3)
|
5.8
|
(9.7)
|
(10.3)
|
5.8
|
Production and sales related
costs
|
(32.6)
|
(35.0)
|
6.8
|
(32.6)
|
(35.0)
|
6.8
|
Other
|
(51.4)
|
(51.4)
|
(0.2)
|
(58.4)
|
(75.7)
|
22.9
|
Total costs
|
(221.8)
|
(244.6)
|
9.3
|
(228.8)
|
(268.9)
|
14.9
|
By taking early action to drive
savings across the cost base, we were able to reduce adjusted
operating costs by £22.8m or 9.3% to £221.8m (HY23: £244.6m). This
reduction is mainly attributable to the restructure undertaken
during 2023. As a result over the last 12 months headcount has
reduced by 14%. Newsprint costs are also lower from reduced
newsprint volumes alongside lower prices as inflation continues to
unwind. Longer-term supply contracts have been negotiated to
provide more stability and locked-in some of these
savings.
Production and sales-related costs
include production, distribution, marketing and sales related
costs. Key components of 'Other' include: IT related costs £16.4m
(HY23: £16.6m), Utilities, rates & other office costs £12.4m
(HY23: £12.1m) and other editorial costs £9.8m (HY23:
£11.4m).
Statutory costs were lower by
£40.1m or 14.9% due to lower operating costs and lower adjusted
items which were £17.3m lower at £7.0m.
Operating adjusted items included
in statutory costs related to the following:
|
Statutory
HY 2024
£m
|
Statutory
HY
2023
£m
|
Provision for historical legal
issues
|
-
|
(5.9)
|
Restructuring charges in respect
of cost reduction measures
|
(2.7)
|
(10.2)
|
Property-related items
|
2.0
|
0.3
|
Pension administrative
expenses
|
(2.4)
|
(2.6)
|
Other items
|
(3.9)
|
(5.9)
|
Operating adjusted items in statutory costs
|
(7.0)
|
(24.3)
|
The Group estimates for historical
legal issues are unchanged. As a result, there is no increase in
the provision relating to the costs associated with dealing with
and resolving civil claims in relation to historical phone hacking
and unlawful information gathering (HY23: £5.9m).
Restructuring charges of £2.7m
(HY23: £10.2m) principally relate to cost management actions taken
in the period.
Pension costs of £2.4m (HY23:
£2.6m) comprise external pension administrative
expenses.
Property-related items comprise
the profit on sale of assets of £4.1m (HY23: £0.3m), less vacant
freehold property-related costs of £1.1m and onerous lease and
related costs of £1.0m.
Other adjusted items comprise the
Group's legal fees in respect of historical legal issues (£0.3m),
adviser costs in relation to the defined benefit pension schemes
(£1.7m), internal pension administrative expenses (£0.2m),
corporate simplification costs (£0.3m), and other
restructuring-related project costs (£1.4m).
In the first half of 2023, other
adjusted items related to the Group's legal fees in respect of
historical legal issues (£4.6m), adviser costs in relation to the
triennial funding valuations (£1.2m), internal pension
administrative expenses (£0.3m) and corporate simplification costs
(£0.2m), less a reduction in National Insurance costs relating to
share awards (£0.4m).
Adjusted operating profit bridge
|
|
|
Adjusted
£m
|
HY23
|
|
|
36
|
Revenue mix
|
|
|
(14)
|
Inflation & volume
|
|
|
4
|
Efficiencies
|
|
|
20
|
Investment
|
|
|
(3)
|
Other
|
|
|
1
|
HY24
|
|
|
44
|
Adjusted operating profit of £44.5m
was up £8.4m or 23.1%, with the actions on costs resulting in a
decrease in adjusted operating costs of 9.3% more than offsetting
the decline in revenue of 5.2%. Efficiencies of £20m mainly related
to labour costs which were lower following the cost reduction
programmes along with further property savings. Investments were
made into Mantis, our AI-powered ad tech, and our US operations
alongside digital product development.
Together, this meant that adjusted
operating margin increased by 3.9 percentage points from 12.9% in
HY23 to 16.8% in HY24.
Reconciliation of statutory to adjusted
results
HY2024
|
Statutory
results
£m
|
Operating
adjusted
items
£m
|
Pension
finance
charge
£m
|
Adjusted
results
£m
|
Revenue
|
265.0
|
-
|
-
|
265.0
|
Operating profit
|
36.8
|
7.7
|
-
|
44.5
|
Profit before tax
|
32.9
|
7.7
|
1.7
|
42.3
|
Profit after tax
|
24.6
|
5.9
|
1.3
|
31.8
|
Basic earnings per share (p)
|
7.8
|
1.9
|
0.4
|
10.1
|
The Group excludes operating
adjusted items and the pension finance charge from the adjusted
results. Adjusted items relate to costs or income that derive from
events or transactions that fall within the normal activities of
the Group, but are excluded from the Group's adjusted profit
measures, individually or, if of a similar type in aggregate, due
to their size and/or nature, in order to better reflect
management's view of the performance of the Group.
Items are adjusted on the basis
that they distort the underlying performance of the business where
they relate to material items that can recur (including impairment,
restructuring and tax rate changes) or relate to historic
liabilities (including historical legal and contractual issues and
defined benefit pension schemes which are all closed to future
accrual).
Other items may be included in
adjusted items if they are not expected to recur in future years,
such as property rationalisation, and items such as transaction and
restructuring costs incurred on acquisitions, or the profit or loss
on the sale of subsidiaries, associates or freehold
buildings.
Management excludes these from the
results that it uses to manage the business and on which bonuses
are based to reflect the underlying performance of the business and
believes that the adjusted results, presented alongside the
statutory results, provide users with additional useful
information. Further details on the items excluded from the
adjusted results are set out in note 5.
Balance sheet and cash flows
Historical legal issues
provision
The historical legal issues
provision relates to the cost associated with resolving civil
claims in relation to historical phone hacking and unlawful
information gathering. Payments of £5.2m have been made during the
period. At the half year, a provision of £13.0m remains outstanding
and this represents the current best estimate of the amount
required to resolve this historical matter. Further details
relating to the nature of the liability, the calculation basis and
the expected timing of payments, are set out in note 16.
Decrease in accounting
pension deficit
The IAS 19 pension deficit (net of
deferred tax), in respect of the Group's defined benefit pension
schemes, decreased by £42.6m from £77.1m at year end to £34.5m at
the half year. The pension deficit has fallen primarily due to the
£31.0m of contributions made during the period and an increase in
the discount rate which has reduced the present value of the scheme
liabilities, partially offset by the reduction in asset values. The
triennial valuations for funding of the defined benefit pension
schemes, as at 31 December 2022, have been agreed for all of the
schemes.
Group contributions in respect of
the remaining four defined benefit pension schemes in the first
half were £31.0m (HY23: £23.3m) under the current schedule of
contributions. Contributions paid to the schemes in 2024 are
expected to be £61.1m under the current schedule of contributions
for the four schemes.
Profit to cash measure
This ratio is a measure of our
effectiveness at working capital management. It is calculated as
our adjusted operating cash flow as a proportion of adjusted
operating profit.
In order to calculate this
measure, adjusted operating cash flow was aligned to the definition
of adjusted operating profit. The change was largely driven by the
exclusion of the cash flow impact of restructuring payments and
other items classified as adjusted items in the income statement.
This has resulted in an increase in adjusted operating cash flow in
HY23 of £19.3m to £38.2m.
|
HY 2024
£m
|
HY
2023
£m
|
Adjusted operating profit
|
44.5
|
36.1
|
Depreciation and
amortisation
|
9.7
|
10.3
|
Adjusted EBITDA
|
54.2
|
46.4
|
Working capital movement
|
14.1
|
1.3
|
Other
|
0.7
|
1.1
|
Associates
|
(1.3)
|
(1.3)
|
Adjusted cash generated from operations
|
67.7
|
47.5
|
Lease payments
|
(4.4)
|
(2.1)
|
Capital expenditure
|
(5.6)
|
(7.2)
|
Adjusted operating cash flow
|
57.7
|
38.2
|
Profit to cash ratio
|
130%
|
106%
|
During the period, adjusted
operating profit was £44.5m (HY23: £36.1m) and the adjusted
operating cash inflow was £57.7m (HY23: £38.2m) with a profit to
cash ratio of 130% (HY23: 106%). There is an ongoing focus on cash
and cash management. The improved working capital inflow is
attributable to timing differences most of which we expect to
unwind over the year.
The table below shows how the
Group is using the cash generated from operations to meet its
financial obligations. Adjusted cash generated from operations is
adjusted operating cash flow, excluding the impact of net lease
payments and capital expenditure.
|
HY 2024
£m
|
HY
2023
£m
|
Adjusted cash generated from operations
|
67.7
|
47.5
|
Pension payments
|
(31.0)
|
(23.3)
|
Historical legal issues
|
(5.2)
|
(3.5)
|
Restructuring
|
(12.9)
|
(12.1)
|
Capital expenditure
|
(5.6)
|
(7.2)
|
Proceeds from disposal of
property
|
13.1
|
-
|
Final payment on
acquisition
|
-
|
(7.0)
|
Other
|
(14.2)
|
(9.3)
|
Cash flow before returns to shareholders
|
11.9
|
(14.9)
|
Dividends paid
|
(14.1)
|
(14.0)
|
Cash flow after returns to shareholders
|
(2.2)
|
(28.9)
|
Net debt
|
(12.3)
|
(3.5)
|
Material uses for cash include
pension contributions totalling £31.0m (HY23: £23.3m) and
restructuring payments of £12.9m (HY23: £12.1m) which mainly relate
to 2023 cost reduction programmes. The final payment on acquisition
in 2023 of £7.0m relates to the Express and the Daily Star. Other
comprises professional fees in respect of historical legal issues
and adviser costs in relation to the defined benefit pension
schemes of £2.2m (HY23: £5.8m), net lease payments of £4.4m (HY23:
£2.1m), net interest paid on borrowings of £1.5m (HY23: £0.6m) and
other movements which account for the balance of cash
flows.
The Group paid a dividend in the
period of £14.1m (HY23: £14.0m).
Cash
balances
Net debt at the half year is
£12.3m (inclusive of £1.9m restricted cash), an increase of £2.2m
from £10.1m at the end of 2023. The Group has £25.0m drawn down on
its revolving credit facility, with the overall total cash position
of £12.7m at the half year. The Group has a revolving credit
facility of £120.0m, which expires during November 2026.
Cash generated from operations on
a statutory basis was £43.1m (HY23: £24.8m). The Group presents an
adjusted cash flow which reconciles the adjusted operating profit
to the net change in cash and cash equivalents, which is set out in
note 19. A reconciliation between the statutory and the adjusted
cash flow is set out in note 20. The adjusted operating cash flow
was £57.7m (HY23: £38.2m).
Dividends
The Board paid a final dividend
for 2023 of 4.46 pence per share in May 2024. An interim dividend
for 2024 of 2.88 pence per share will be paid on 20 September 2024
to shareholders on the register on 16 August 2024.
In declaring an interim dividend
of 2.88 pence per share for 2024 (HY23: 2.88 pence per share), the
Board has considered all investment requirements and its funding
commitments to the defined benefit pension schemes.
Principal risks and uncertainties
The Group recognises the
importance of the effective understanding and management of risk in
enabling us to identify factors, both externally and internally,
that may materially affect our ability to achieve our goals. There
is an ongoing process for the identification, evaluation and
management of the principal risks faced by the Group, including
emerging risks. Appropriate mitigating actions are in place to
minimise the impact of the risks and uncertainties which are
identified as part of the risk process. All risks are considered in
the context of our strategic objectives, the changing regulatory
and compliance landscape and enabling the continuity of our
operations.
These principal risks and
uncertainties, the risk appetite in relation to these and the
resulting actions are set out in the Reach plc 2023 Annual Report
which is available on our website at www.reachplc.com.
The principal risks and
uncertainties continue to be: deterioration in macroeconomic
conditions; deceleration of digital growth alongside acceleration
in decline of print revenues; cyber security breach; supply chain
disruption; health and safety incident; lack of funding capability;
inability to recruit and retain talent, damage to brand reputation,
and data protection failure.
Going concern statement
The directors assessed the Group's
prospects, both as a going concern and its longer term viability,
at the time of approval of the Group's 2023 Annual Report. Further
information is set out in the Reach plc 2023 Annual
Report.
At the half year, the directors
have reviewed the going concern assessment, specifically
the continued reduction in print volumes, the
impact of the sector-wide decline in referral traffic from major
platforms experienced during 2023 and the benefit of stronger
yields. The Group undertakes regular forecasts
and projections of trading, identifying areas of focus for
management to improve delivery of the Strategy. The Group has a
strong balance sheet and liquidity with a cash balance of
£12.7m and £25.0m
drawn from its revolving credit facility
which expires towards the end of 2026,
with an additional £95.0m remaining
available.
Accordingly, the directors have
adopted the going concern basis of accounting in the preparation of
the Group's half-yearly financial report.
Statement of directors' responsibilities
The directors are responsible for
preparing the half-yearly financial report in accordance with
applicable laws and regulations. The directors confirm to the best
of their knowledge:
a) that the
condensed consolidated interim financial statements have been
prepared in accordance with UK-adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority and that the interim management report
includes a fair review of the information required by DTR 4.2.7 and
DTR 4.2.8, namely:
i.
an indication of important events that have occurred during the
first six months and their impact on the condensed consolidated
interim financial statements, and a description of the principal
risks and uncertainties for the remaining six months of the
financial year; and
ii.
material related-party transactions in the first six months and any
material changes in the related-party transactions described in the
last annual report.
By order of the Board of
Directors
Darren Fisher
Chief Financial Officer 31 July
2024
Condensed consolidated interim
financial statements
Consolidated income
statement
for the 6 months ended 30 June
2024 (26 weeks ended 25 June 2023 and 53 weeks ended 31 December
2023)
|
notes
|
Adjusted
6 months
ended
30 June
2024
(unaudited)
£m
|
Adjusted
Items
6 months
ended
30 June
2024
(unaudited)
£m
|
Statutory
6 months
ended
30 June
2024
(unaudited)
£m
|
Adjusted
26 weeks
ended
25
June
2023
(unaudited)
£m
|
Adjusted
Items
26 weeks
ended
25
June
2023
(unaudited)
£m
|
Statutory
26 weeks
ended
25
June
2023
(unaudited)
£m
|
Adjusted
53 weeks
ended
31
December 2023
(audited)
£m
|
Adjusted
Items
53 weeks
ended
31
December 2023
(audited)
£m
|
Statutory
53 weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
4
|
265.0
|
-
|
265.0
|
279.4
|
-
|
279.4
|
568.6
|
-
|
568.6
|
Cost of sales
|
|
(154.0)
|
-
|
(154.0)
|
(178.4)
|
-
|
(178.4)
|
(344.7)
|
-
|
(344.7)
|
Gross profit
|
|
111.0
|
-
|
111.0
|
101.0
|
-
|
101.0
|
223.9
|
-
|
223.9
|
Distribution costs
|
|
(18.1)
|
-
|
(18.1)
|
(19.1)
|
-
|
(19.1)
|
(36.9)
|
-
|
(36.9)
|
Administrative expenses
|
|
(49.7)
|
(7.0)
|
(56.7)
|
(47.1)
|
(24.3)
|
(71.4)
|
(93.4)
|
(48.9)
|
(142.3)
|
Share of results of
associates
|
|
1.3
|
(0.7)
|
0.6
|
1.3
|
(0.7)
|
0.6
|
2.9
|
(1.5)
|
1.4
|
Operating profit
|
|
44.5
|
(7.7)
|
36.8
|
36.1
|
(25.0)
|
11.1
|
96.5
|
(50.4)
|
46.1
|
Interest income
|
6
|
0.1
|
-
|
0.1
|
0.6
|
-
|
0.6
|
1.0
|
-
|
1.0
|
Finance costs
|
7
|
(2.3)
|
-
|
(2.3)
|
(1.9)
|
-
|
(1.9)
|
(4.5)
|
-
|
(4.5)
|
Pension finance charge
|
13
|
-
|
(1.7)
|
(1.7)
|
-
|
(3.1)
|
(3.1)
|
-
|
(5.9)
|
(5.9)
|
Profit before tax
|
|
42.3
|
(9.4)
|
32.9
|
34.8
|
(28.1)
|
6.7
|
93.0
|
(56.3)
|
36.7
|
Tax charge
|
8
|
(10.5)
|
2.2
|
(8.3)
|
(7.6)
|
5.5
|
(2.1)
|
(24.6)
|
9.4
|
(15.2)
|
Profit for the period attributable to equity holders of the
parent
|
|
31.8
|
(7.2)
|
24.6
|
27.2
|
(22.6)
|
4.6
|
68.4
|
(46.9)
|
21.5
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
Notes
|
2024
Pence
|
|
2024
Pence
|
2023
Pence
|
|
2023
Pence
|
2023
Pence
|
|
2023
Pence
|
Earnings per share -
basic
|
10
|
10.1
|
|
7.8
|
8.7
|
|
1.5
|
21.8
|
|
6.8
|
Earnings per share -
diluted
|
10
|
10.0
|
|
7.7
|
8.6
|
|
1.5
|
21.6
|
|
6.8
|
The above results were derived from
continuing operations. Set out in note 18 is the reconciliation
between the statutory and adjusted results.
Consolidated statement of
comprehensive income
for the 6 months ended 30 June
2024 (26 weeks ended 25 June 2023 and 53 weeks ended 31 December
2023)
|
notes
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53 weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
|
Profit for the period
|
|
24.6
|
4.6
|
21.5
|
|
|
|
|
|
Items that will not be reclassified to profit and
loss:
|
|
|
|
|
Actuarial gain/(loss) on defined
benefit pension schemes
|
13
|
29.8
|
(7.9)
|
(0.5)
|
Tax on actuarial gain/(loss) on
defined benefit pension schemes
|
8
|
(7.5)
|
2.0
|
0.1
|
Share of items recognised by
associates after tax
|
|
-
|
-
|
0.4
|
Other comprehensive gain/(loss) for the
period
|
|
22.3
|
(5.9)
|
-
|
|
|
|
|
|
Total comprehensive income/(loss) for the
period
|
|
46.9
|
(1.3)
|
21.5
|
Consolidated cash flow
statement
for the 6 months ended 30 June
2024 (26 weeks ended 25 June 2023 and 53 weeks ended 31 December
2023)
|
notes
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53 weeks
ended
31
December 2023
(audited)
£m
|
Cash flows from operating activities
|
|
|
|
|
Cash generated from
operations
|
11
|
43.1
|
24.8
|
76.4
|
Pension deficit funding
payments
|
13
|
(31.0)
|
(23.3)
|
(60.0)
|
Income tax
(paid)/received
|
|
(1.8)
|
0.5
|
(0.5)
|
Net cash inflow from operating activities
|
|
10.3
|
2.0
|
15.9
|
Investing activities
|
|
|
|
|
Interest received
|
|
0.1
|
0.3
|
0.6
|
Dividends received from associated
undertakings
|
|
-
|
-
|
1.9
|
Proceeds on disposal of property,
plant and equipment
|
|
13.1
|
0.5
|
0.9
|
Purchases of property, plant and
equipment
|
|
(0.4)
|
(1.7)
|
(3.5)
|
Expenditure on capitalised
internally generated development
|
12
|
(5.2)
|
(6.0)
|
(12.8)
|
Interest received on
leases
|
|
-
|
0.3
|
0.4
|
Finance lease receipts
|
|
-
|
0.6
|
0.2
|
Deferred consideration
payment
|
|
-
|
(7.0)
|
(7.0)
|
Net cash generated from/(used in) investing
activities
|
|
7.6
|
(13.0)
|
(19.3)
|
Financing activities
|
|
|
|
|
Interest and charges paid on
borrowings
|
|
(1.6)
|
(0.9)
|
(3.1)
|
Dividends paid
|
9
|
(14.1)
|
(14.0)
|
(23.1)
|
Interest paid on leases
|
|
(0.6)
|
(0.5)
|
(1.2)
|
Repayments of obligations under
leases
|
|
(3.8)
|
(2.5)
|
(4.7)
|
(Repayment)/drawdown of
borrowings
|
|
(5.0)
|
-
|
15.0
|
Net cash used in financing activities
|
|
(25.1)
|
(17.9)
|
(17.1)
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
(7.2)
|
(28.9)
|
(20.5)
|
Cash and cash equivalents at the
beginning of the period
|
14
|
19.9
|
40.4
|
40.4
|
Cash and cash equivalents at the end of the
period
|
14
|
12.7
|
11.5
|
19.9
|
Consolidated statement of changes
in equity
for the 6 months ended 30 June
2024 (26 weeks ended 25 June 2023 and 53 weeks ended 31 December
2023)
|
Share
capital
£m
|
Share
premium
account
£m
|
Merger
reserve
£m
|
Capital
redemption
reserve
£m
|
Retained earnings /
(accumulated loss) and other reserves
£m
|
Total
£m
|
|
|
|
|
|
|
|
At
1 January 2024 (audited)
|
32.2
|
-
|
17.4
|
4.4
|
583.2
|
637.2
|
Profit for the period
|
-
|
-
|
-
|
-
|
24.6
|
24.6
|
Other comprehensive income for the
period
|
-
|
-
|
-
|
-
|
22.3
|
22.3
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
-
|
46.9
|
46.9
|
Credit to equity for equity-settled
share-based payments
|
-
|
-
|
-
|
-
|
0.9
|
0.9
|
Dividends paid (note 9)
|
-
|
-
|
-
|
-
|
(14.1)
|
(14.1)
|
At
30 June 2024 (unaudited)
|
32.2
|
-
|
17.4
|
4.4
|
616.9
|
670.9
|
|
|
|
|
|
|
|
At 26 December 2022
(audited)
|
32.2
|
605.4
|
17.4
|
4.4
|
(21.9)
|
637.5
|
Profit for the period
|
-
|
-
|
-
|
-
|
4.6
|
4.6
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
(5.9)
|
(5.9)
|
Total comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
(1.3)
|
(1.3)
|
Credit to equity for equity-settled
share-based payments
|
-
|
-
|
-
|
-
|
0.9
|
0.9
|
Dividends paid
|
-
|
-
|
-
|
-
|
(14.0)
|
(14.0)
|
At 25 June 2023
(unaudited)
|
32.2
|
605.4
|
17.4
|
4.4
|
(36.3)
|
623.1
|
|
|
|
|
|
|
|
At 26 December 2022
(audited)
|
32.2
|
605.4
|
17.4
|
4.4
|
(21.9)
|
637.5
|
Profit for the period
|
-
|
-
|
-
|
-
|
21.5
|
21.5
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
-
|
21.5
|
21.5
|
Credit to equity for equity-settled
share-based payments
|
-
|
-
|
-
|
-
|
1.3
|
1.3
|
Dividends paid
|
-
|
-
|
-
|
-
|
(23.1)
|
(23.1)
|
Capital reduction
|
-
|
(605.4)
|
-
|
-
|
605.4
|
-
|
At 31 December 2023
(audited)
|
32.2
|
-
|
17.4
|
4.4
|
583.2
|
637.2
|
Consolidated balance sheet
at 30 June 2024 (at 25 June 2023
and 31 December 2023)
|
notes
|
30 June
2024
(unaudited)
£m
|
25
June
2023
(unaudited)
£m
|
31
December 2023
(audited)
£m
|
Non-current assets
|
|
|
|
|
Goodwill
|
12
|
35.9
|
35.9
|
35.9
|
Other intangible assets
|
12
|
842.5
|
836.8
|
840.8
|
Property, plant and
equipment
|
|
108.7
|
134.8
|
113.6
|
Right-of-use assets
|
|
12.1
|
11.7
|
13.0
|
Finance lease receivable
|
|
-
|
9.8
|
-
|
Investment in associates
|
|
15.1
|
15.2
|
14.5
|
Retirement benefit
assets
|
13
|
73.8
|
56.4
|
66.0
|
|
|
1,088.1
|
1,100.6
|
1,083.8
|
Current assets
|
|
|
|
|
Inventories
|
|
8.0
|
12.7
|
11.4
|
Trade and other
receivables
|
|
81.1
|
88.2
|
85.1
|
Current tax receivable
|
8
|
8.3
|
12.2
|
8.1
|
Finance lease receivable
|
|
-
|
0.6
|
-
|
Cash and cash
equivalents
|
14
|
12.7
|
11.5
|
19.9
|
|
|
110.1
|
125.2
|
124.5
|
Assets classified as held for
sale
|
15
|
2.5
|
-
|
11.0
|
|
|
112.6
|
125.2
|
135.5
|
Total assets
|
|
1,200.7
|
1,225.8
|
1,219.3
|
Non-current liabilities
|
|
|
|
|
Trade and other payables
|
|
-
|
(2.8)
|
(1.1)
|
Lease liabilities
|
14
|
(26.5)
|
(27.0)
|
(28.5)
|
Retirement benefit
obligations
|
13
|
(119.9)
|
(197.6)
|
(168.8)
|
Provisions
|
16
|
(20.2)
|
(43.7)
|
(26.6)
|
Deferred tax liabilities
|
|
(214.1)
|
(189.9)
|
(200.1)
|
|
|
(380.7)
|
(461.0)
|
(425.1)
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(104.1)
|
(104.6)
|
(96.2)
|
Borrowings
|
|
(25.0)
|
(15.0)
|
(30.0)
|
Lease liabilities
|
14
|
(4.0)
|
(4.5)
|
(4.7)
|
Provisions
|
16
|
(16.0)
|
(17.6)
|
(26.1)
|
|
|
(149.1)
|
(141.7)
|
(157.0)
|
Total liabilities
|
|
(529.8)
|
(602.7)
|
(582.1)
|
Net assets
|
|
670.9
|
623.1
|
637.2
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
17
|
32.2
|
32.2
|
32.2
|
Share premium account
|
17
|
-
|
605.4
|
-
|
Merger reserve
|
17
|
17.4
|
17.4
|
17.4
|
Capital redemption
reserve
|
17
|
4.4
|
4.4
|
4.4
|
Retained earnings/(accumulated
loss) and other reserves
|
17
|
616.9
|
(36.3)
|
583.2
|
Total equity attributable to equity holders of the
parent
|
|
670.9
|
623.1
|
637.2
|
Notes to the consolidated financial
statements
for the 6 months ended 30 June
2024 (26 weeks ended 25 June 2023 and 53 weeks ended 31 December
2023)
1.
General information
The financial information in
respect of the 53 weeks ended 31 December 2023 does not constitute
statutory accounts within the meaning of Section 434 of the
Companies Act 2006. A copy of the statutory accounts for that
period has been delivered to the Registrar of Companies and is
available at the Company's registered office at One Canada Square,
Canary Wharf, London E14 5AP and on the Company's website at
www.reachplc.com. The auditors' report was unqualified, did not
include reference to any matters to which the auditors drew
attention by way of emphasis without qualifying the report and did
not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
The financial information for the
6 months ended 30 June 2024 and the 26 weeks ended 25 June 2023 do
not constitute statutory accounts within the meaning of Section 434
of the Companies Act 2006 and have not been audited. No statutory
accounts for these periods have been delivered to the Registrar of
Companies. This half-yearly financial report constitutes a
dissemination announcement in accordance with Section 6.3 of the
Disclosure and Transparency Rules.
The auditors,
PricewaterhouseCoopers LLP, have carried out a review of the
condensed consolidated interim set of financial statements and
their report is set out at the end of this announcement.
The half-yearly financial report
was approved for issue by the directors on 31 July 2024. This
announcement is available at the Company's registered office at One
Canada Square, Canary Wharf, London E14 5AP and on the Company's
website at www.reachplc.com.
2.
Accounting policies
Basis of preparation
The Group's annual consolidated
financial statements are prepared in accordance with
UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies
reporting under those standards. The condensed consolidated
financial statements included in this half-yearly financial report
have been prepared in accordance with the UK-adopted
International Accounting Standard 34, 'Interim Financial
Reporting' and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct
Authority. Taxes on income in the interim period are accrued using
the tax rate that would be applicable to the expected total annual
profit or loss for the year. There are no material changes to the
nature and type of related party transactions since the 2023 Annual
Report.
Going concern
The directors assessed the Group's
prospects, both as a going concern and its longer term viability,
at the time of approval of the Group's 2023 Annual Report. Further
information is set out in the Reach plc 2023 Annual
Report.
At the half year, the directors
have reviewed the going concern assessment, specifically the
continued reduction in print volumes, the impact of the sector-wide
decline in referral traffic from major platforms experienced during
2023 and the benefit of stronger yields. The Group undertakes
regular forecasts and projections of trading, identifying areas of
focus for management to improve delivery of the Strategy. The Group
has a strong balance sheet and liquidity with a cash balance of
£12.7m. The Group has drawn £25.0m of its revolving credit facility
which expires towards the end of 2026, with an additional £95.0m
remaining available.
Accordingly, the directors have
adopted the going concern basis of accounting in the preparation of
the Group's half-yearly financial report.
Changes in accounting policy
The same accounting policies,
presentation and methods of computation are followed in the
condensed consolidated interim financial statements as applied in
the Group's latest annual consolidated financial
statements.
Alternative performance measures
The Company presents the results
on a statutory and adjusted basis and revenue trends on a statutory
and like-for-like basis. The Company believes that the adjusted
basis and like-for-like trends will provide investors with useful
supplemental information about the financial performance of the
Group, enable comparison of financial results between periods where
certain items may vary independent of business performance, and
allow for greater transparency with respect to key performance
indicators used by management in operating the Group and making
decisions. Although management believes the adjusted basis is
important in evaluating the Group, they are not intended to be
considered in isolation or as a substitute for, or as superior to,
financial information on a statutory basis. Revenue trends on an
actual and like-for-like basis are the same for the 6 months ended
30 June 2024. The alternative performance measures are not
recognised measures under IFRS and do not have standardised
meanings prescribed by IFRS and may be different to those used by
other companies, limiting the usefulness for comparison purposes.
Note 18 sets out the reconciliation between the statutory and
adjusted results. An adjusted cash flow is presented in note 19
which reconciles the adjusted operating profit to the net change in
cash and cash equivalents. Set out in note 20 is the reconciliation
between the statutory and adjusted cash flow.
Adjusted items
Adjusted items relate to costs or
income that derive from events or transactions that fall within the
normal activities of the Group, but are excluded from the Group's
adjusted profit measures, individually or, if of a similar type in
aggregate, due to their size and/or nature in order to better
reflect management's view of the performance of the Group. The
adjusted profit measures are not recognised profit measures under
IFRS and may not be directly comparable with adjusted profit
measures used by other companies. Details of adjusted items are set
out in notes 5 and 18.
Key sources of estimation uncertainty
The key assumptions concerning the
future and other key sources of estimation uncertainty that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are discussed below:
Historical Legal Issues (note 16)
The historical legal issues
provision relates to the cost associated with resolving civil
claims in relation to historical phone hacking and unlawful
information gathering. The provision consists of known claims and
the associated costs. The key uncertainties in relation to this
matter relate to how each claim progresses, the amount of any
settlement and the associated legal costs. Our assumptions have
been based on historical trends, our experience and the expected
evolution of claims and costs.
In December 2023, a judgment was
handed down in respect of four test claims and as a result all
claims issued after 31 October 2020 are now likely to be dismissed
as time barred, other than where individuals can demonstrate
specific exceptional circumstances. This significantly reduced the
amounts that are expected to be paid out. On 17 May 2024, the
Claimants' Application for Permission to Appeal that decision was
refused. This means that the Judge's ruling on limitation stands
and no further appeal against it is possible. This provides us with
further certainty in respect of the level of our provisioning.
There have been no changes to the provision other than settlements
made during the period. The majority of the provision is expected
to be utilised within the next two years.
Our view on the range of outcomes
at the reporting date for the provision, applying more and less
favourable outcomes to all aspects of the provision is £7m to £16m
(25 June 2023: £35m to £64m and 31 December 2023: £12m to £22m).
Despite making a best estimate, the timing of utilisation and
ongoing legal matters related to the provided for claims could mean
that the final outcome is outside of the range of
outcomes.
Retirement benefits (note 13)
Actuarial assumptions adopted and
external factors can significantly impact the surplus or deficit of
defined benefit pension schemes. Valuations for funding and
accounting purposes are based on assumptions about future economic
and demographic variables. These result in risk of a volatile
valuation deficit and the risk that the ultimate cost of paying
benefits is higher than the current assessed liability value.
Advice is sourced from independent and qualified actuaries in
selecting suitable assumptions at each reporting date.
Impairment review (note 12)
There is uncertainty in the
value-in-use calculation. The most significant area of uncertainty
relates to expected future cash flows for each cash-generating
unit. Determining whether the carrying values of assets in a
cash-generating unit are impaired requires an estimation of the
value in use of the cash-generating unit to which these have been
allocated. The value-in-use calculation requires the Group to
estimate the future cash flows expected to arise from the
cash-generating unit and a suitable discount rate in order to
calculate present value. Projections are based on both internal and
external market information and reflect past experience. The
discount rate reflects the weighted average cost of capital of the
Group. The Group tests the carrying value of assets at the
cash-generating unit level for impairment annually or more
frequently if there are indicators that assets might be impaired.
For the 6 months to 30 June 2024, there have been no indicators of
impairment and therefore no review has been undertaken.
Property provisions (note 16)
Provisions are measured at the
best estimate of the expenditure required to settle the obligation
based on the assessment of the related facts and circumstances at
each reporting date. There is uncertainty in relation to the size
and period over which the provision will be utilised.
Critical judgements in applying the Group's accounting
policies
In the process of applying the
Group's accounting policies, described above, management has made
the following judgements that have the most significant effect on
the amounts recognised in the financial statements:
Indefinite life assumption in respect of publishing rights
and titles (note 12)
There is judgement required in
continuing to adopt an indefinite life assumption in respect of
publishing rights and titles. The directors consider publishing
rights and titles (with a carrying amount of £818.7m) have
indefinite economic lives due to the longevity of the brands and
the ability to evolve them in an ever-changing media landscape. The
brands are central to the delivery of the Customer Value Strategy
which is delivering digital revenue growth. At each reporting date
management review the suitability of this assumption.
Identification of cash-generating units (note
12)
There is judgement required in
determining the cash-generating unit relating to our Publishing
brands. At each reporting date management review the
interdependency of revenues across our portfolio of Publishing
brands to determine the appropriate cash-generating unit. The Group
operates its Publishing brands such that a majority of the revenues
are interdependent, and revenue would be materially lower if brands
operated in isolation. As such, management do not consider that an
impairment review at an individual brand level is appropriate or
practical. As the Group continues to centralise revenue generating
functions and has moved to a matrix operating structure over the
past few years, all of the individual brands in Publishing have
increased revenue interdependency and are assessed for impairment
as a single Publishing cash-generating unit.
Historical Legal Issues (note 16)
Following the judgment handed down
on 15 December 2023, all claims issued after 31 October 2020 are
now likely to be considered time barred and subsequently dismissed,
other than where individuals can demonstrate there were exceptional
circumstances why they could not have been aware of their putative
claims.
Subsequently, the test claimants'
application for permission to appeal was refused by the trial judge
on 9 February 2024, with claimants having a further short period to
apply for permission to appeal to the Court of Appeal. On 17 May
2024, the Application for Permission to Appeal was refused by the
Court of Appeal. This means that the Judge's ruling on limitation
stands and no further appeal against the test claims being time
barred is possible. As such no contingent liability has been
disclosed in the accounts.
3.
Segments
The performance of the Group is
presented as a single reporting segment as this is the basis of
internal reports regularly reviewed by the Board and chief
operating decision maker (executive directors) to allocate
resources and to assess performance. The Group's operations are
primarily located in the UK and the Group is not subject to
significant seasonality during the year.
4.
Revenue
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53 weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Print
|
204.0
|
217.3
|
438.8
|
Circulation
|
149.9
|
155.4
|
312.5
|
Advertising
|
32.7
|
37.0
|
76.6
|
Printing
|
8.8
|
10.3
|
20.2
|
Other
|
12.6
|
14.6
|
29.5
|
Digital
|
60.0
|
60.8
|
127.4
|
Other
|
1.0
|
1.3
|
2.4
|
Total revenue
|
265.0
|
279.4
|
568.6
|
The Group's operations are located
primarily in the UK.
5.
Operating adjusted items
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53 weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Provision for historical legal
issues
|
-
|
(5.9)
|
20.2
|
Restructuring charges in respect of
cost reduction measures (note 16)
|
(2.7)
|
(10.2)
|
(26.9)
|
Pension administrative expenses
(note 13)
|
(2.4)
|
(2.6)
|
(5.5)
|
Property-related items (note
18)
|
2.0
|
0.3
|
(8.0)
|
Other items (note 18)
|
(3.9)
|
(5.9)
|
(9.3)
|
Impairment of sublease
|
-
|
-
|
(19.4)
|
Operating adjusted items included in administrative
expenses
|
(7.0)
|
(24.3)
|
(48.9)
|
Operating adjusted items included
in share of results of associates
|
(0.7)
|
(0.7)
|
(1.5)
|
Total operating adjusted items
|
(7.7)
|
(25.0)
|
(50.4)
|
Operating adjusted items relate to
costs or income that derive from events or transactions that fall
within the normal activities of the Group, but are excluded from
the Group's adjusted profit measures, individually or, if of a
similar type in aggregate, due to their size and/or nature in order
to better reflect management's view of the performance of the
Group. The adjusted profit measures are not recognised profit
measures under IFRS and may not be directly comparable with
adjusted profit measures used by other companies. Set out in note
18 is the reconciliation between the statutory and adjusted results
which includes descriptions of the items included in adjusted
items.
The Group estimates for historical
legal issues are unchanged. As a result, there is no increase in
the provision relating to the costs associated with resolving civil
claims in relation to historical phone hacking and unlawful
information gathering (26 weeks ended 25 June 2023: £5.9m increase
and 53 weeks ended 31 December 2023: £20.2m decrease) (note
16).
Restructuring charges of £2.7m (26
weeks ended 25 June 2023: £10.2m and 53 weeks ended 31 December
2023: £26.9m) principally relate to cost management actions taken
in the period.
Property-related items comprise
the profit on sale of assets £4.1m (26 weeks ended 25 June 2023:
£0.3m and 53 weeks ended 31 December 2023: £0.3m) less vacant
freehold property-related costs of £1.1m (26 weeks ended 25 June
2023: £nil and 53 weeks ended 31 December 2023: £1.4m) and onerous
lease and related costs of £1.0m (26 weeks ended 25 June 2023: £nil
and 53 weeks ended 31 December 2023: £2.6m). 53 weeks ended 31
December 2023 also included the impairment of vacant freehold
property costs of £4.3m.
Other adjusted items comprise the
Group's legal fees in respect of historical legal issues (£0.3m),
adviser costs in relation to the defined benefit pension schemes
(£1.7m), internal pension administration expenses (£0.2m),
corporate simplification costs (£0.3m), and other
restructuring-related project costs (£1.4m).
In the 26 weeks ended 25 June
2023, other adjusted items comprise the Group's legal fees in
respect of historical legal issues (£4.6m), adviser costs in
relation to the triennial funding valuations (£1.2m), internal
pension administration expenses (£0.3m), corporate simplification
costs (£0.2m), less a reduction in National Insurance costs
relating to share awards (£0.4m).
In the 53 weeks ended 31 December
2023, other adjusted items comprise the Group's legal fees in
respect of historical legal issues (£5.3m), adviser costs in
relation to the triennial funding valuations (£2.5m), internal
pension administrative expenses (£0.6m), corporate simplification
costs (£0.5m), and other restructuring-related project costs
(£0.7m) less a reduction in National Insurance costs relating to
share awards (£0.3m).
Following the sublet of the vacant
print site during 2022 which resulted in the reversal of an
impairment in right-of-use assets of £11.0m and previously onerous
costs of the vacant site of £5.6m, the sub-lessee entered into
administration during 2023. As a result, the corresponding £10.8m
finance lease receivable was impaired along with the subsequent
recognition of onerous costs of £8.6m of the vacant site during 31
December 2023.
6.
Interest income
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53 weeks
ended
31
December 2023
(audited)
£m
|
Interest income on bank
deposits
|
0.1
|
0.3
|
0.6
|
Interest on finance lease
receivable
|
-
|
0.3
|
0.4
|
Interest income
|
0.1
|
0.6
|
1.0
|
7.
Finance costs
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53 weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Interest and charges on
borrowings
|
(1.7)
|
(1.4)
|
(3.3)
|
Interest on lease
liabilities
|
(0.6)
|
(0.5)
|
(1.2)
|
Finance costs
|
(2.3)
|
(1.9)
|
(4.5)
|
8.
Tax charge
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53 weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Corporation tax charge for the
period
|
(1.8)
|
(1.8)
|
(5.5)
|
Prior period adjustment
|
-
|
-
|
(1.1)
|
Current tax charge
|
(1.8)
|
(1.8)
|
(6.6)
|
Deferred tax charge for the
period
|
(6.5)
|
(0.3)
|
(8.1)
|
Prior period adjustment
|
-
|
-
|
(1.0)
|
Deferred tax rate change
|
-
|
-
|
0.5
|
Deferred tax charge
|
(6.5)
|
(0.3)
|
(8.6)
|
Tax charge
|
(8.3)
|
(2.1)
|
(15.2)
|
Reconciliation of tax charge
|
|
|
|
Profit before tax
|
32.9
|
6.7
|
36.7
|
Standard rate of corporation tax of
25.0% (2023: 23.5%)
|
(8.2)
|
(1.6)
|
(8.6)
|
Tax effect of permanent items that
are not included in determining taxable profit
|
0.1
|
(0.1)
|
(5.8)
|
Variance in overseas tax
rates
|
0.6
|
(0.5)
|
0.9
|
Impact of change in tax
rates
|
-
|
-
|
0.5
|
Deferred tax not
recognised
|
(0.9)
|
-
|
(0.4)
|
Prior period adjustment
|
-
|
-
|
(2.1)
|
Tax effect of share of results of
associates
|
0.1
|
0.1
|
0.3
|
Tax charge
|
(8.3)
|
(2.1)
|
(15.2)
|
The standard rate of corporation
tax for the period is 25.0% (2023: 23.5%). The current tax
receivable of £8.3m (25 June 2023: £12.2m receivable and 31
December 2023: £8.1m receivable) is net of the tax provision of
£23.4m (25 June 2023: £20.2m and 31 December 2023:
£23.4m).
The tax on actuarial gains or
losses on defined benefit pension schemes taken to the consolidated
statement of comprehensive income is a deferred tax charge of £7.5m
(26 weeks ended 25 June 2023: credit of £2.0m and 53 weeks ended 31
December 2023: credit of £0.1m).
9.
Dividends
|
6 months
ended
30 June
2024
(unaudited)
Pence
Per share
|
26 weeks
ended
25
June
2023
(unaudited)
Pence
Per
share
|
53 weeks
ended
31
December 2023
(audited)
Pence
Per
share
|
Amounts recognised as distributions to equity holders in the
period
|
|
|
|
Dividends paid per share - prior
year final dividend
|
4.46
|
4.46
|
4.46
|
Dividends paid per share - interim
dividend
|
-
|
-
|
2.88
|
Total dividends paid per share
|
4.46
|
4.46
|
7.34
|
|
|
|
|
Dividend proposed per share but not
paid nor included in the accounting records
|
2.88
|
2.88
|
4.46
|
The Board has approved an interim
dividend for 2024 of 2.88 pence per share.
On 2 May 2024, the final dividend
proposed for 2023 of 4.46 pence per share was approved by
shareholders at the Annual General Meeting and was paid on 31 May
2024. The total dividend payment amounted to £14.1m.
10.
Earnings per share
Basic earnings per share is
calculated by dividing profit for the period attributable to equity
holders of the parent by the weighted average number of ordinary
shares during the period and diluted earnings per share is
calculated by adjusting the weighted average number of ordinary
shares in issue on the assumption of conversion of all potentially
dilutive ordinary shares.
|
6 months
ended
30 June
2024
(unaudited)
Thousand
|
26 weeks
ended
25
June
2023
(unaudited)
Thousand
|
53 weeks
ended
31
December 2023
(audited)
Thousand
|
|
|
|
|
Weighted average number of ordinary
shares for basic earnings per share
|
315,171
|
313,768
|
314,206
|
Effect of potential dilutive
ordinary shares in respect of share awards
|
3,253
|
3,214
|
2,893
|
Weighted average number of ordinary
shares for diluted earnings per share
|
318,424
|
316,982
|
317,099
|
The weighted average number of
potentially dilutive ordinary shares not currently dilutive was
6,632,678 (25 June 2023: 5,614,749 and 31 December 2023:
6,328,039).
Statutory earnings per share
|
6 months
ended
30 June
2024
(unaudited)
Pence
|
26 weeks
ended
25
June
2023
(unaudited)
Pence
|
53 weeks
ended
31
December
2023
(audited)
Pence
|
|
|
|
|
Earnings per share -
basic
|
7.8
|
1.5
|
6.8
|
Earnings per share -
diluted
|
7.7
|
1.5
|
6.8
|
Adjusted earnings per share
|
6 months
ended
30 June
2024
(unaudited)
Pence
|
26 weeks
ended
25
June
2023
(unaudited)
Pence
|
53 weeks
ended
31
December
2023
(audited)
Pence
|
|
|
|
|
Earnings per share -
basic
|
10.1
|
8.7
|
21.8
|
Earnings per share -
diluted
|
10.0
|
8.6
|
21.6
|
Set out in note 18 is the
reconciliation between the statutory and adjusted
results.
11. Cash
generated from operations
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26
weeks
ended
25
June
2023
(unaudited)
£m
|
53
weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Operating profit
|
36.8
|
11.1
|
46.1
|
Depreciation of property, plant and
equipment
|
4.8
|
6.9
|
13.9
|
Depreciation of right-of-use
assets
|
1.4
|
1.3
|
2.8
|
Amortisation of other intangible
assets
|
3.5
|
2.1
|
4.9
|
Share of results of
associates
|
(0.6)
|
(0.6)
|
(1.4)
|
Share-based payments
charge
|
0.9
|
0.9
|
1.3
|
Impairment of property, plant and
equipment
|
-
|
-
|
4.7
|
Impairment of right-of-use
assets
|
0.6
|
0.2
|
1.3
|
Profit on disposal of property,
plant and equipment
|
(4.1)
|
(0.3)
|
(0.3)
|
Pension administrative expenses and
past service costs
|
2.4
|
2.6
|
5.5
|
Impairment of finance lease
receivable
|
-
|
-
|
10.8
|
Operating cash flows before movements in working
capital
|
45.7
|
24.2
|
89.6
|
Decrease in inventories
|
3.4
|
0.2
|
1.5
|
Decrease in receivables
|
3.7
|
6.9
|
9.5
|
Decrease in payables
|
(9.7)
|
(6.5)
|
(24.2)
|
Cash generated from operations
|
43.1
|
24.8
|
76.4
|
12. Goodwill
and other intangible assets
|
|
Other intangible
assets
|
|
|
Goodwill
|
Publishing
rights
and
titles
|
Internally generated
assets
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
Cost
|
|
|
|
|
At 1 January 2024
(audited)
|
189.9
|
2,100.3
|
29.5
|
2,319.7
|
Additions
|
-
|
-
|
5.2
|
5.2
|
At
30 June 2024 (unaudited)
|
189.9
|
2,100.3
|
34.7
|
2,324.9
|
|
|
|
|
|
Accumulated amortisation and impairment
|
|
|
|
|
At 1 January 2024
(audited)
|
(154.0)
|
(1,281.6)
|
(7.4)
|
(1,443.0)
|
Charge for the period
|
-
|
-
|
(3.5)
|
(3.5)
|
At
30 June 2024 (unaudited)
|
(154.0)
|
(1,281.6)
|
(10.9)
|
(1,446.5)
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
At 31 December 2023
(audited)
|
35.9
|
818.7
|
22.1
|
876.7
|
At
30 June 2024 (unaudited)
|
35.9
|
818.7
|
23.8
|
878.4
|
During the period, the Group
capitalised internally generated assets relating to software and
website development costs of £5.2m (26 weeks ended 25 June 2023:
£6.0m and 53 weeks ended 31 December 2023: £12.8m). These assets
are amortised using the straight-line method over their estimated
useful lives (3-5 years).
Publishing rights and titles are
not amortised. There is judgement required in continuing to adopt
an indefinite life assumption in respect of publishing rights and
titles. The directors consider publishing rights and titles (with a
carrying amount of £818.7m) have indefinite economic lives due to
the longevity of the brands and the ability to evolve them in an
ever-changing media landscape. The brands are central to the
delivery of the Customer Value Strategy which is delivering digital
revenue growth. This, combined with our inbuilt and relentless
focus on maximising efficiency, gives confidence that the delivery
of sustainable growth in revenue, profit and cash flow is
achievable in the future.
There is judgement required in
determining the cash-generating units. At each reporting date
management review the interdependency of revenues across our
Publishing brands to determine the appropriate cash-generating
unit. The Group operates its Publishing brands such that a majority
of the revenues are interdependent and revenue would be materially
lower if brands operated in isolation. As such, management do not
consider that an impairment review at an individual brand level is
appropriate or practical. As the Group continues to centralise
revenue generating functions and has moved to a matrix operating
structure over the past few years all of the individual brands in
Publishing have increased revenue interdependency and are assessed
for impairment as a single Publishing cash-generating
unit.
The Group tests the carrying value
of assets at the cash-generating unit level for impairment annually
or more frequently if there are indicators that assets might be
impaired. The review is undertaken by assessing whether the
carrying value of assets is supported by their value-in-use which
is calculated as the net present value of future cash flows derived
from those assets, using cash flow projections. If an impairment
charge is required this is allocated first to reduce the carrying
amount of any goodwill allocated to the cash-generating unit and
then to the other assets of the cash-generating unit but subject to
not reducing any asset below its recoverable amount. No indicators
have been identified as at 30 June 2024. The last annual impairment
test was undertaken as at 31 December 2023. The details of the
impairment assessment are included in note 16 of the 2023 Annual
Report.
13.
Retirement benefit schemes
Defined contribution pension schemes
The Group operates defined
contribution pension schemes for qualifying employees, where the
assets of the schemes are held separately from those of the Group
in funds under the control of Trustees.
The current service cost charged
to the consolidated income statement for the period of £7.8m (26
weeks ended 25 June 2023: £8.7m and 53 weeks ended 31 December
2023: £17.3m) represents contributions paid by the Group at rates
specified in the scheme rules. All amounts that were due have been
paid over to the schemes at all reporting dates.
Defined benefit pension schemes
Background
The defined benefit pension
schemes operated by the Group are all closed to future accrual. The
Group has six defined benefit pension schemes:
•
|
the MGN Pension Scheme (the 'MGN
Scheme'), the Trinity Retirement Benefit Scheme (the 'Trinity
Scheme'), the Midland Independent Newspapers Pension Scheme (the
'MIN Scheme'), the Express Newspapers 1988 Pension Fund (the 'EN88
Scheme'), the Express Newspapers Senior Management Pension Fund
(the 'ENSM Scheme') and the West Ferry Printers Pension Scheme (the
'WF Scheme').
|
Characteristics
The defined benefit pension
schemes provide pensions to members, which are based on their final
pensionable salary, normally from age 65 (although some schemes
have some pensions normally payable from an earlier age) plus
surviving spouses or dependants' benefits following a member's
death. Benefits increase both before and after retirement either in
line with statutory minimum requirements or in accordance with the
scheme rules if greater. Such increases are either at fixed rates
or in line with retail or consumer prices but subject to upper and
lower limits. All of the schemes are independent of the Group with
assets held independently of the Group. They are governed by
Trustees who administer benefits in accordance with the scheme
rules and appropriate UK legislation. The schemes each have a
professional or experienced independent Trustee as their Chairman
with generally half of the remaining Trustees nominated by the
members and half by the Group.
Maturity profile and cash
flow
Across all of the schemes, the
uninsured liabilities related 65% to current pensioners and their
spouses or dependants and 35% to deferred pensioners. The average
term from the period end to payment of the remaining uninsured
benefits is expected to be around 11.5 years. Uninsured pension
payments in 2023, excluding lump sums and transfer value payments,
were £75m and these are projected on the prior reporting date
assumptions to rise to an annual peak in 2033 of £101m and reduce
thereafter.
Funding arrangements
The funding of the Group's schemes
is subject to UK pension legislation as well as the guidance and
codes of practice issued by the Pensions Regulator. Funding targets
are agreed between each Trustee board and the Group and are
reviewed and revised usually every three years. The funding targets
must include a margin for prudence above the expected cost of
paying the benefits and so are different to the liability value for
IAS 19 purposes. The funding deficits revealed by these triennial
valuations are removed over time in accordance with an agreed
recovery plan and schedule of contributions for each scheme (where
applicable). The latest valuation date for the schemes was 31
December 2022. The ENSM Scheme commenced winding up in February
2024.
The funding valuation of the MGN
Scheme at 31 December 2022 was agreed on 9 October 2023. This
showed a deficit of £219.0m. The Group paid contributions of £23.0m
to this scheme in the first half of 2024 and the agreed schedule of
contributions includes payments of £46.0m per annum (pa) from 2024
until January 2028.
The funding valuation of the
Trinity Scheme at 31 December 2022 was agreed on 28 March 2024.
This showed a deficit of £5.8m. The Group paid contributions of
£3.1m to this scheme in the first half of 2024, including a one-off
contribution to the Scheme to meet certain costs incurred by the
Trustee in connection with the valuation of the Scheme as at 31
December 2019, and agreed a schedule of contributions of payments
of £5.2m pa to 31 March 2024 and £4.5m pa from 1 April 2024 to 31
December 2027, or if earlier, until the Scheme has reached 100%
funding on the technical provisions basis.
The funding valuation of the MIN
Scheme at 31 December 2022 was agreed on 28 March 2024. This showed
a deficit of £53.3m. The Group paid contributions of £4.9m to this
scheme in the first half of 2024 and the agreed schedule of
contributions features payments of £9.7m pa from 2024 to 2025,
£10.6m pa in 2026 and 2027 and £11.4m in 2028.
The funding valuation of the EN88
Scheme at 31 December 2022 was agreed on 27 March 2024. This showed
a surplus of £2.0m. In September 2023 the EN88 Scheme agreed with
the Group to divert the deficit contributions payable to the Scheme
into a separate bank account held by the Group for the period from
September 2023 to March 2024. On finalisation of the 2022 valuation
it was agreed that on and from 1 April 2024, the Company shall make
a cash payment, on the last business day of each calendar month, to
the separate bank account of an amount equal to £1.0m divided by 12
(being £83,333.33), until the Scheme has attained Long-Term Funding
Basis or 31 December 2027. During the first half of 2024, £1.0m of
payments were made into the bank account.
During 2022, the Trustees of the
ENSM Scheme purchased a bulk annuity at no cost to the Group. The
Trustee of the ENSM Scheme subsequently converted this to a buy out
policy on 28 February 2024, converting all pension liabilities
previously covered by the buy in into individual annuity policies
between the insurer and former scheme members, with the value of
the insured liability and assets removed from the balance sheet.
The residual cash held by the ENSM Scheme is currently held as a
surplus until all the costs of the transaction are
known.
The funding valuation of the WF
Scheme at 31 December 2022 was agreed on 27 March 2024. This showed
neither surplus nor deficit. The company ceased deficit funding
payments to the WF Scheme in 2021 which together with a one
off payment enabled the Trustees to purchase a bulk annuity
and the scheme now has all pension liabilities covered by annuity
policies and no further funding is expected.
Group contributions paid in
respect of the defined benefit pension schemes in the period were
£31.0m (2023 H1: £23.3m). £30.1m of Group contributions relating to
these schemes are due to be paid in the second half of the
year.
Following the completion of the
funding valuations, the funding deficits in the MIN, MGN and
Trinity schemes were expected to be removed before or around 2028
by a combination of the contributions and asset returns.
Contributions (which include funding for pension administrative
expenses) are payable monthly. Contributions to be paid per the
current schedule of contributions are £61.1m in 2024, £60.3m in
2025, £61.1m pa in 2026 and 2027, and £15.3m in 2028.
The future deficit funding
commitments are linked to the three-yearly actuarial valuations.
Although the funding commitments do not generally impact the IAS 19
position, IFRIC 14 guides companies to consider for IAS 19
disclosures whether any surplus can be recognised as a balance
sheet asset and whether any future funding commitments in excess of
the IAS 19 liability should be provisioned for. Based on its
interpretation of the rules for each of the defined benefit pension
schemes, the Group considers that it has an unconditional right to
any potential surplus on the ultimate wind-up after all benefits to
members have been paid in respect of all of the schemes except the
WF Scheme. Under IFRIC 14 it is therefore appropriate to recognise
any IAS 19 surpluses which may emerge in future and not to
recognise any potential additional liabilities in respect of future
funding commitments of all of the schemes except for the WF Scheme.
For the WF Scheme at the reporting date, the assets are surplus to
the IAS 19 benefit liabilities and the impact of IFRIC 14 removes
this surplus. As no further contributions are expected to the WF
Scheme, the Group no longer recognises a deficit of its future
deficit contribution commitment to the scheme.
The calculation of Guaranteed
Minimum Pension ('GMP') is set out in legislation and members of
pension schemes that were contracted out of the State
Earnings-Related Pension Scheme ('SERPS') between 6 April 1978 and
5 April 1997 will have built up an entitlement to a GMP. GMPs were
intended to broadly replicate the SERPS pension benefits but due to
their design they give rise to inequalities between men and women,
in particular, the GMP for a male comes into payment at age 65
whereas for a female it comes into payment at the age of 60 and
GMPs typically receive different levels of increase to non GMP
benefits. On 26 October 2018, the High Court handed down its
judgement in the Lloyds Trustees vs Lloyds Bank plc and Others case
relating to the equalisation of member benefits for the gender
effects of GMP equalisation. This judgement creates a precedent for
other UK defined benefit schemes with GMPs.
The judgement confirmed that GMP
equalisation was required for the period 17 May 1990 to 5 April
1997 and provided some clarification on legally acceptable methods
for achieving equalisation. An allowance for GMP equalisation was
first included within liabilities at 30 December 2018 and was
recognised as a charge for past service costs in the income
statement. In 2020 further clarification was issued relating to GMP
equalisation in respect of transfers out of schemes and a further
allowance for GMP equalisation was included within liabilities at
27 December 2020 and was recognised as a charge for past service
costs in the income statement. The estimate is subject to change as
the schemes undertake more detailed member calculations, as
guidance is issued and/or as a result of future legal
judgements.
Risks
Valuations for funding and
accounting purposes are based on assumptions about future economic
and demographic variables. This results in the risk of a volatile
valuation deficit and the risk that the ultimate cost of paying
benefits is higher than the current assessed liability
value.
The main sources of risk
are:
•
|
investment risk: a reduction in
asset returns (or assumed future asset returns);
|
•
|
inflation risk: an increase in
benefit increases (or assumed future increases); and
|
•
|
longevity risk: an increase in
average life spans (or assumed life expectancy).
|
These risks are managed
by:
|
•
|
investing in insured annuity
policies: the income from these policies exactly matches the
benefit payments for the members covered, removing all of the above
risks. At the reporting date the insured annuity policies covered
14% of total liabilities;
|
•
|
investing a proportion of assets in
other classes such as government and corporate bonds and in
liability driven investments: changes in the values of the assets
aim to broadly match changes in the values of the uninsured
liabilities, reducing the investment risk, however some risk
remains as the durations of the bonds are typically shorter than
those of the liabilities and so the values may still move
differently. At the reporting date non-equity assets amounted to
97% of assets excluding the insured annuity policies;
|
•
|
investing a proportion of assets in
equities: with the aim of achieving outperformance and so reducing
the deficits over the long term. At the reporting date this
amounted to 3% of assets excluding the insured annuity policies;
and
|
•
|
the gradual sale of equities over
time to purchase additional annuity policies or liability matching
investments: to further reduce risk as the schemes, which are
closed to future accrual, mature.
|
Pension scheme accounting deficits
are snapshots at moments in time and are not used by either the
Group or Trustees to frame funding policy. The Group and Trustees
seek to be aligned in focusing on the long-term sustainability of
the funding policy which aims to balance the interests of the
Group's shareholders and members of the schemes. The Group and
Trustees also seek to be aligned in reducing pensions risk over the
long term and at a pace which is affordable to the
Group.
The Trinity Scheme, the EN88
Scheme, and the WF Scheme have an accounting surplus at the
reporting date, before allowing for the IFRIC 14 asset ceiling.
Across the MGN Scheme and the MIN Scheme, the invested assets are
expected to be sufficient to pay the uninsured benefits due up to
2043, based on the prior reporting date assumptions. The remaining
uninsured benefit payments, payable from 2044, are due to be funded
by a combination of asset outperformance and the deficit
contributions currently scheduled to be paid up to 31 January 2028
for the MGN Scheme and 31 December 2028 for the MIN Scheme. For the
MGN Scheme and MIN Scheme, actuarial projections at the prior
reporting date show removal of the accounting deficit by the end of
2026 for MGN and 2029 for MIN due to scheduled contributions and
asset returns at the target rate assumed at the last reporting
date. From this point, the assets are projected to be sufficient to
fully fund the liabilities on the accounting basis. Subsequent to
the buy out, the ENSM Scheme has a £0.2m surplus of cash recognised
on the Balance Sheet. The Group is not exposed to any unusual,
entity specific or scheme specific risks. There were no plan
amendments, settlements or curtailments in the current and prior
period which resulted in a pension cost.
In June 2023, the UK High Court
(Virgin Media v NTL Pension Trustees II Limited) ruled that certain
historical amendments for contracted out defined benefit schemes
were invalid if they were not accompanied by the correct actuarial
confirmation. The Court of Appeal has since confirmed the High
Court's judgment (in July 2024). The Trustees and Group are
monitoring developments and will consider if there are any
implications for the pension schemes.
Results
For the purposes of the Group's
consolidated financial statements, valuations have been performed
in accordance with the requirements of IAS 19 with scheme
liabilities calculated using a consistent projected unit valuation
method and compared to the estimated value of the scheme assets at
30 June 2024.
Based on actuarial advice, the
assumptions used in calculating the scheme liabilities
are:
|
30 June
2024
£m
|
25
June
2023
£m
|
31
December 2023
£m
|
Financial assumptions (nominal % pa)
|
|
|
|
Discount rate
|
5.20
|
5.38
|
4.62
|
Retail price inflation
rate
|
3.22
|
3.29
|
3.08
|
Consumer price inflation
rate
|
1.0% pa lower than RPI to
2030 and equal to RPI thereafter
|
1.0% pa
lower than RPI to 2030 and equal to RPI thereafter
|
1.0% pa
lower than RPI to 2030 and equal to RPI thereafter
|
Rate of pension increases in
deferment
|
2.89
|
2.92
|
2.71
|
Rate of pension increases in
payment
|
3.38
|
3.39
|
3.34
|
Mortality assumptions - future life expectancies from age 65
(years)
|
|
|
|
Male currently aged 65
|
21.3
|
21.3
|
21.4
|
Female currently aged 65
|
23.3
|
23.7
|
23.7
|
Male currently aged 55
|
21.0
|
20.9
|
21.0
|
Female currently aged 55
|
24.1
|
24.1
|
24.2
|
The defined benefit pension
liabilities are valued using actuarial assumptions about future
benefit increases and scheme member demographics, and the resulting
projected benefits are discounted to the reporting date at
appropriate corporate bond yields. For the 2023 year-end and 2024
half year, the financial assumptions have been derived as a yield
curve with different rates per year, with the figures in the tables
above representing a weighted average of these rates across all of
the schemes. This is considered to be a more robust and accurate
approach to setting assumptions as it allows for each scheme's
individual circumstances, rather than considering the schemes in
aggregate as has been done in the past.
The discount rate should be chosen
to be equal to the yield available on 'high quality' corporate
bonds of appropriate term and currency. For the 2023 year-end and
2024 half year, the discount rate has been set to reflect the full
corporate bond yield curve.
The inflation assumptions are
based on market expectations over the period of the liabilities.
For the 2023 year-end and 2024 half year, the inflation assumptions
have been set using the full inflation curve. The RPI assumption is
set based on the break-even RPI inflation curve with a margin
deducted. This margin, called an inflation risk premium, reflects
the fact that the RPI market implied inflation curve can be
affected by market distortions and as a result it is thought to
overstate the underlying market expectations for future RPI
inflation. Allowing for the extent of RPI linkage on the schemes'
benefits pre and post 2030, the average inflation risk premium has
been set at 0.2% per annum to 2030 and 0.4% per annum thereafter.
The CPI assumption is set based on a margin deducted from the RPI
assumption, due to lack of market data on CPI expectations.
Following the UK Statistics Authority's announcement of the
intention to align RPI with CPIH from 2030 the assumed gap between
RPI and CPI inflation is 1.0% per annum up to 2030 and 0.0% per
annum beyond 2030.
The estimated impacts on the IAS
19 liabilities and on the IAS 19 deficit at the reporting date, due
to a reasonably possible change in key assumptions over the next
year, are set out in the table below:
|
Effect on
liabilities
£m
|
Effect on
deficit
£m
|
Discount rate +/- 1.0%
pa
|
-165/+195
|
-140/+170
|
Retail price inflation rate +/-
0.5% pa
|
+21/-21
|
+13/-13
|
Consumer price inflation rate +/-
0.5% pa
|
+21/-19
|
+20/-18
|
Life expectancy at age 65 +/- 1
year
|
+75/-75
|
+60/-60
|
The RPI sensitivity impacts the
rate of increases in deferment for some of the pensions in the EN88
Scheme and some of the pensions in payment for all schemes except
the MGN Scheme. The CPI sensitivity impacts the rate of increases
in deferment for some of the pensions in most schemes and the rate
of increases in payment for some of the pensions in payment for all
schemes.
The effect on the deficit is
usually lower than the effect on the liabilities due to the
matching impact on the value of the insurance contracts held in
respect of some of the liabilities. Each assumption variation
represents a reasonably possible change in the assumption over the
next year but might not represent the actual effect because
assumption changes are unlikely to happen in isolation. The
estimated impact of the assumption variations makes no allowance
for changes in the values of invested assets that would arise if
market conditions were to change in order to give rise to the
assumption variation. If allowance were made, the estimated impact
would likely be lower as the values of invested assets would
normally change in the same directions as the liability
values.
The amounts included in the
consolidated income statement, consolidated statement of
comprehensive income and consolidated balance sheet arising from
the Group's obligations in respect of its defined benefit pension
schemes are as follows:
Consolidated income statement
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53
weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Pension administrative
expenses
|
(2.4)
|
(2.6)
|
(5.5)
|
Pension finance charge
|
(1.7)
|
(3.1)
|
(5.9)
|
Defined benefit cost recognised in
income statement
|
(4.1)
|
(5.7)
|
(11.4)
|
Consolidated statement of comprehensive
income
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26 weeks
ended
25
June
2023
(unaudited)
£m
|
53
weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Actuarial gain/(loss) due to
liability experience
|
6.6
|
(16.9)
|
14.1
|
Actuarial gain/(loss) due to
liability assumption changes
|
116.9
|
125.3
|
(6.9)
|
Total liability actuarial
gain
|
123.5
|
108.4
|
7.2
|
Returns on scheme assets less than
discount rate
|
(93.7)
|
(116.7)
|
(8.7)
|
Impact of IFRIC 14
|
-
|
0.4
|
1.0
|
Total gain/(loss) recognised in statement of comprehensive
income
|
29.8
|
(7.9)
|
(0.5)
|
Consolidated balance sheet
|
30 June
2024
(unaudited)
£m
|
25
June
2023
(unaudited)
£m
|
31
December 2023
(audited)
£m
|
|
|
|
|
Present value of uninsured scheme
liabilities
|
(1,439.9)
|
(1,475.2)
|
(1,557.7)
|
Present value of insured scheme
liabilities
|
(242.8)
|
(268.4)
|
(277.9)
|
Total present value of scheme
liabilities
|
(1,682.7)
|
(1,743.6)
|
(1,835.6)
|
Invested and cash assets at fair
value
|
1,394.0
|
1,334.8
|
1,455.1
|
Value of liability matching
insurance contracts
|
242.8
|
268.4
|
277.9
|
Total fair value of scheme
assets
|
1,636.8
|
1,603.2
|
1,733.0
|
Funded deficit
|
(45.9)
|
(140.4)
|
(102.6)
|
Impact of IFRIC 14
|
(0.2)
|
(0.8)
|
(0.2)
|
Net scheme deficit
|
(46.1)
|
(141.2)
|
(102.8)
|
|
|
|
|
Non-current assets - retirement
benefit assets
|
73.8
|
56.4
|
66.0
|
Non-current liabilities -
retirement benefit obligations
|
(119.9)
|
(197.6)
|
(168.8)
|
Net scheme deficit
|
(46.1)
|
(141.2)
|
(102.8)
|
|
|
|
|
Net scheme deficit included in
consolidated balance sheet
|
(46.1)
|
(141.2)
|
(102.8)
|
Deferred tax included in
consolidated balance sheet
|
11.6
|
34.8
|
25.7
|
Net scheme deficit after deferred tax
|
(34.5)
|
(106.4)
|
(77.1)
|
Movement in net scheme deficit
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26
weeks
ended
25
June
2023
(unaudited)
£m
|
53
weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Opening net scheme
deficit
|
(102.8)
|
(150.9)
|
(150.9)
|
Contributions
|
31.0
|
23.3
|
60.0
|
Consolidated income
statement
|
(4.1)
|
(5.7)
|
(11.4)
|
Consolidated statement of
comprehensive income
|
29.8
|
(7.9)
|
(0.5)
|
Closing net scheme deficit
|
(46.1)
|
(141.2)
|
(102.8)
|
Changes in the present value of scheme
liabilities
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26
weeks
ended
25
June
2023
(unaudited)
£m
|
53
weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Opening present value of scheme
liabilities
|
(1,835.6)
|
(1,860.0)
|
(1,860.0)
|
Interest cost
|
(41.0)
|
(44.2)
|
(88.5)
|
Actuarial gain/(loss) -
experience
|
6.6
|
(16.9)
|
14.1
|
Actuarial gain - change to
demographic assumptions
|
17.8
|
32.2
|
35.7
|
Actuarial gain/(loss) - change to
financial assumptions
|
99.1
|
93.1
|
(42.6)
|
Benefits paid
|
53.7
|
52.2
|
105.7
|
Bulk transfer due to buy
out
|
16.7
|
-
|
-
|
Closing present value of scheme liabilities
|
(1,682.7)
|
(1,743.6)
|
(1,835.6)
|
Changes in impact of IFRIC 14
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26
weeks
ended
25
June
2023
(unaudited)
£m
|
53
weeks
ended
31
December 2023
(audited)
£m
|
Opening impact of IFRIC
14
|
(0.2)
|
(1.2)
|
(1.2)
|
Decrease in impact of IFRIC
14
|
-
|
0.4
|
1.0
|
Closing impact of IFRIC 14
|
(0.2)
|
(0.8)
|
(0.2)
|
Changes in the fair value of scheme assets
|
6 months
ended
30 June
2024
(unaudited)
£m
|
26
weeks
ended
25
June
2023
(unaudited)
£m
|
53
weeks
ended
31
December 2023
(audited)
£m
|
|
|
|
|
Opening fair value of scheme
assets
|
1,733.0
|
1,710.3
|
1,710.3
|
Interest income at discount
rate
|
39.3
|
41.1
|
82.6
|
Actual return on assets less than
discount rate
|
(93.7)
|
(116.7)
|
(8.7)
|
Contributions by
employer
|
31.0
|
23.3
|
60.0
|
Benefits paid
|
(53.7)
|
(52.2)
|
(105.7)
|
Administrative expenses
|
(2.4)
|
(2.6)
|
(5.5)
|
Bulk transfer due to buy
out
|
(16.7)
|
-
|
-
|
Closing fair value of scheme assets
|
1,636.8
|
1,603.2
|
1,733.0
|
Fair value of scheme assets
|
30 June
2024
(unaudited)
£m
|
25
June
2023
(unaudited)
£m
|
31
December 2023
(audited)
£m
|
|
|
|
|
UK equities
|
3.1
|
9.8
|
2.2
|
Other overseas equities
|
32.8
|
65.7
|
32.5
|
Property
|
27.9
|
29.7
|
28.3
|
Corporate bonds
|
267.5
|
365.8
|
279.0
|
Fixed interest gilts
|
4.0
|
6.2
|
1.1
|
Liability driven
investment
|
968.6
|
587.8
|
1,029.2
|
Cash and other
|
90.1
|
269.8
|
82.8
|
Invested and cash assets at fair
value
|
1,394.0
|
1,334.8
|
1,455.1
|
Value of insurance
contracts
|
242.8
|
268.4
|
277.9
|
Fair value of scheme assets
|
1,636.8
|
1,603.2
|
1,733.0
|
The assets of the schemes are
primarily held in pooled investment vehicles which are unquoted.
The pooled investment vehicles hold both quoted and unquoted
investments. Scheme assets include neither direct investments in
the Company's ordinary shares nor any property assets occupied nor
other assets used by the Group.
14. Net
debt
The net debt for the Group is as
follows:
|
1 January
2024
£m
|
Cash
flow
£m
|
Loan
repayment
£m
|
|
IFRS 16 lease liabilities
movement
|
|
Interest
£m
|
New Leases
£m
|
Other
movements
£m
|
30 June
2024
£m
|
Liabilities from financing activities
|
|
|
|
|
|
|
|
Borrowings
|
(30.0)
|
-
|
5.0
|
-
|
-
|
-
|
(25.0)
|
Lease liabilities
|
(33.2)
|
4.4
|
-
|
(0.6)
|
(0.7)
|
(0.4)
|
(30.5)
|
|
(63.2)
|
4.4
|
5.0
|
(0.6)
|
(0.7)
|
(0.4)
|
(55.5)
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
19.9
|
(2.2)
|
(5.0)
|
-
|
-
|
-
|
12.7
|
|
|
|
|
|
|
|
|
Net debt less lease liabilities
|
(43.3)
|
|
|
|
|
|
(42.8)
|
|
|
|
|
|
|
|
|
Net debt
|
(10.1)
|
(2.2)
|
-
|
-
|
-
|
-
|
(12.3)
|
The cash and cash equivalents
disclosed above and in the statement of cash flows include £1.9m of
restricted cash relating to potential pension contributions to the
EN88 Scheme if the funding is deemed required (note 13). This is
not available for general use within the Group.
The Group has a revolving credit
facility of £120.0m which expires on 19 November 2026. The Group
had drawings of £25.0m at the reporting date. The facility is
subject to two covenants: Interest Cover and Net Debt to EBITDA,
both of which were met at the reporting date.
15. Assets
classified as held for sale
At 30 June 2024, two properties
were recognised as assets classified as held for sale with a total
carrying value of £2.5m. The properties are measured at the lower
of their carrying amount and fair value less costs to sell. The
fair value was determined by the sale price or the value of offers
received on the property.
Of the three properties classified
as held for sale at 31 December 2023, two of these properties have
been sold in the first half of 2024. The third property is expected
to complete within the second half of 2024.
16.
Provisions
|
Share-based payments
£m
|
Property
£m
|
Restructuring
£m
|
Historical legal
issues
£m
|
Other
£m
|
Total
£m
|
|
|
|
|
|
|
|
At 1 January 2024
(audited)
|
(0.5)
|
(19.1)
|
(12.7)
|
(18.2)
|
(2.2)
|
(52.7)
|
Charged to income
statement
|
(0.2)
|
-
|
(2.7)
|
-
|
(0.1)
|
(3.0)
|
Utilisation of provision
|
0.1
|
1.2
|
12.9
|
5.2
|
0.1
|
19.5
|
At
30 June 2024 (unaudited)
|
(0.6)
|
(17.9)
|
(2.5)
|
(13.0)
|
(2.2)
|
(36.2)
|
The provisions have been analysed
between current and non-current as follows:
|
30 June
2024
(unaudited)
£m
|
25
June
2023
(unaudited)
£m
|
31
December 2023
(audited)
£m
|
|
|
|
|
Current
|
(16.0)
|
(17.6)
|
(26.1)
|
Non-current
|
(20.2)
|
(43.7)
|
(26.6)
|
|
(36.2)
|
(61.3)
|
(52.7)
|
The share-based payments provision
relates to National Insurance obligations attached to the future
crystallisation of awards. This provision will be utilised over the
next three years.
The property provision relates to
property related onerous contracts and onerous committed costs
related to vacant properties. The provision will be utilised over
the remaining term of the leases or expected period of
vacancy.
The restructuring provision
relates to restructuring charges incurred in the delivery of cost
reduction measures. The charge of £2.7m principally relates to cost
management actions taken in the period (note 5). The restructuring
provision is expected to be utilised within the next
year.
The historical legal issues
provision relates to the cost associated with resolving civil
claims in relation to historical phone hacking and unlawful
information gathering. The provision consists of known claims and
costs. The key uncertainties in relation to this matter relate to
how each claim progresses, the amount of any settlement and the
associated legal costs. The known and common costs provision is
calculated using the most likely outcome method.
At the period end, a provision of
£13.0m remains outstanding and this represents the current best
estimate of the amount required to resolve this historical matter.
The majority of the provision is expected to be utilised within the
next two years.
Our view on the range of outcomes
at the reporting date for the provision, applying more and less
favourable outcomes to all aspects of the provision is £7m to £16m
(25 June 2023: £35m to £64m and 31 December 2023: £12m to £22m).
Despite making a best estimate, the timing of utilisation and
ongoing legal matters related to provided for claims could mean
that the final outcome is outside of the range of
outcomes.
The other provision balance of
£2.2m at the period end relates to libel and other matters and is
expected to be utilised over the next two years.
17. Share
capital and reserves
The share capital comprises
322,085,269 allotted, called-up and fully paid ordinary shares of
10p each.
On 18 December 2023, a capital
reduction of £605.4m became effective. The balance on the share
premium account of £605.4m was cancelled, creating distributable
reserves of the same amount within retained earnings. The merger
reserve comprises the premium on the shares allotted in relation to
the acquisition of Express & Star. The capital redemption
reserve represents the nominal value of the shares purchased and
subsequently cancelled under share buy-back programmes.
The Company holds 4,043,503 shares
(25 June 2023: 4,314,917 shares and 31 December 2023: 4,110,884
shares) as Treasury shares. During the first half of the year,
67,076 shares were withdrawn from Treasury to satisfy the vesting
of buy-out awards granted in 2023.
Cumulative goodwill written off to
retained earnings/(accumulated loss) and other reserves in respect
of continuing businesses acquired prior to 1998 is £25.9m (25 June
2023: £25.9m and 31 December 2023: £25.9m). On transition to IFRS,
the revalued amounts of freehold properties were deemed to be the
cost of the asset and the revaluation reserve has been transferred
to retained earnings/(accumulated loss) and other
reserves.
Shares purchased by the Reach
Employee Benefit Trust are included in retained
earnings/(accumulated loss) and other reserves at £2.7m (25 June
2023: £3.4m and 31 December 2023: £3.8m). During the period,
1,063,487 were released relating to grants made in prior years (25
June 2023: 1,025,833 and 31 December 2023: 1,229,928).
During the period, awards relating
to 2,112,984 shares were granted to executive directors on a
discretionary basis under the Long Term Incentive Plan (25 June
2023: 1,623,678 and 31 December 2023: 1,623,678). The exercise
price of each award is £1 for each block of awards granted. The
awards vest after three years, subject to the continued employment
of the participant and satisfaction of certain performance
conditions, and are required to be held for a further two
years.
During the period, awards relating
to 3,919,926 shares were granted to senior managers on a
discretionary basis under the Long Term Incentive Plan under the
Senior Management Incentive Plan (25 June 2023: 2,967,720 and 31
December 2023: 3,085,852). The exercise price of each award is £1
for each block of awards granted. The awards vest after three
years, subject to the continued employment of the participant and
satisfaction of certain performance conditions.
During the period, no awards
relating to shares were granted to executive directors under the
Restricted Share Plan (25 June 2023 and 31 December 2023: nil
shares).
18. Reconciliation of
statutory to adjusted results
6
months ended 30 June 2024 (unaudited)
|
Statutory
results
£m
|
Operating
adjusted
items
(a)
£m
|
Pension
finance
charge
(b)
£m
|
Adjusted
results
£m
|
Revenue
|
265.0
|
-
|
-
|
265.0
|
Operating profit
|
36.8
|
7.7
|
-
|
44.5
|
Profit before tax
|
32.9
|
7.7
|
1.7
|
42.3
|
Profit after tax
|
24.6
|
5.9
|
1.3
|
31.8
|
Basic earnings per share (p)
|
7.8
|
1.9
|
0.4
|
10.1
|
26 weeks ended 25 June 2023
(unaudited)
|
Statutory
results
£m
|
Operating
adjusted
items
(a)
£m
|
Pension
finance
charge
(b)
£m
|
Adjusted
results
£m
|
Revenue
|
279.4
|
-
|
-
|
279.4
|
Operating profit
|
11.1
|
25.0
|
-
|
36.1
|
Profit before tax
|
6.7
|
25.0
|
3.1
|
34.8
|
Profit after tax
|
4.6
|
20.2
|
2.4
|
27.2
|
Basic earnings per share
(p)
|
1.5
|
6.4
|
0.8
|
8.7
|
53 weeks ended 31 December 2023
(audited)
|
Statutory
results
£m
|
Operating
adjusted
items
(a)
£m
|
Pension
finance
charge
(b)
£m
|
Adjusted
results
£m
|
Revenue
|
568.6
|
-
|
-
|
568.6
|
Operating profit
|
46.1
|
50.4
|
-
|
96.5
|
Profit before tax
|
36.7
|
50.4
|
5.9
|
93.0
|
Profit after tax
|
21.5
|
42.4
|
4.5
|
68.4
|
Basic earnings per share
(p)
|
6.8
|
13.6
|
1.4
|
21.8
|
(a) Operating adjusted
items relate to the items charged or credited to operating profit
as set out in note 5.
(b) Pension finance
charge relating to the defined benefit pension schemes as set out
in note 13.
Set out in note 2 is the rationale
for the alternative performance measures adopted by the Group. The
reconciliations in this note highlight the impact on the respective
components of the income statement. Items are adjusted on the basis
that they distort the underlying performance of the business where
they relate to material items that can recur (including impairment,
restructuring, tax rate changes) or relate to historic liabilities
(including historical legal and contractual issues, defined benefit
pension schemes which are all closed to future accrual). Other
items may be included in adjusted items if they are not expected to
recur in future years, such as property rationalisation and items
such as transaction and restructuring costs incurred on
acquisitions or the profit or loss on the sale of subsidiaries,
associates or freehold buildings.
Provision for historical legal
issues relates to the cost associated with dealing with and
resolving civil claims for historical phone hacking and unlawful
information gathering. This is included in adjusted items as the
amounts are material, it relates to historical matters and
movements in the provision can vary year to year.
Impairments to non-current assets
arise following impairment reviews or where a decision is made to
close or retire printing assets. These non-cash items are included
in adjusted items on the basis that they are material and vary
considerably each year, distorting the underlying performance of
the business.
The Group's defined benefit
pension schemes are all closed to new members and to future accrual
and are therefore not related to the current business. The pension
administration expenses, the past service costs and the pension
finance charge are included in adjusted items as the amounts are
significant and they relate to the historical pension
commitment.
The opening deferred tax position
is recalculated in the period in which a change in the standard
rate of corporation tax has been enacted or substantively enacted
by parliament or when a decision is reversed. The impact of the
change in rates are included in adjusted items, on the basis that
when they occur they are material, distorting the underlying
performance of the business.
Also included in adjusted items in
the six months ended 30 June 2024 are vacant freehold
property-related costs (£1.1m), onerous lease and related costs
(£1.0m), the Group's legal fees in respect of historical legal
issues (£0.3m), adviser costs in relation to the triennial funding
valuations (£1.7m), internal pension administration expenses
(£0.2m), corporate simplification costs (£0.3m), and other
restructuring-related project costs (£1.4m) less the profit on sale
of assets (£4.1m).
Also included in adjusted items in
the 26 weeks ended 25 June 2023 are the Group's legal fees in
respect of historical legal issues (£4.6m), adviser costs in
relation to the triennial funding valuations (£1.2m), internal
pension administration expenses (£0.3m) and corporate
simplification costs (£0.2m), less a reduction in National
Insurance costs relating to share awards (£0.4m) and the profit on
sale of impaired assets (£0.3m).
Also included in adjusted items in
the 53 weeks to 31 December 2023 are the impairment of finance
lease receivable of £10.8m and recognition of onerous costs of
£8.6m of a vacant print site where the sub-lessee entered into
administration during 2023, impairment of vacant freehold property
(£4.3m), vacant freehold property-related costs (£1.4m), onerous
lease and related costs (£2.6m), the Group's legal fees in respect
of historical legal issues (£5.3m), adviser costs in relation to
the triennial funding valuations (£2.5m), internal pension
administrative expenses (£0.6m), corporate simplification costs
(£0.5m), and other restructuring-related project costs (£0.7m) less
a reduction in National Insurance costs relating to share awards
(£0.3m) and the profit on sale of impaired assets
(£0.3m).
19.
Adjusted cash flow
|
6 months ended 30
June
2024
(unaudited)
£m
|
26 weeks
ended 25 June
2023
(unaudited)
£m
|
53 weeks
ended 31 December 2023
(audited)
£m
|
Adjusted operating profit
|
44.5
|
36.1
|
96.5
|
Depreciation and amortisation
|
9.7
|
10.3
|
21.6
|
Adjusted EBITDA
|
54.2
|
46.4
|
118.1
|
Working Capital Movements
|
14.1
|
1.3
|
(3.9)
|
Net capital expenditure
|
(5.6)
|
(7.2)
|
(15.4)
|
Net interest paid on
leases
|
(0.6)
|
(0.2)
|
(0.8)
|
Finance lease receipts
|
-
|
0.6
|
0.2
|
Repayment of obligation under
leases
|
(3.8)
|
(2.5)
|
(4.7)
|
Other
|
0.7
|
1.1
|
1.3
|
Associates
|
(1.3)
|
(1.3)
|
(2.9)
|
Adjusted operating cash flow
|
57.7
|
38.2
|
91.9
|
Net interest and charges paid on
borrowings
|
(1.5)
|
(0.6)
|
(2.5)
|
Income tax (paid/received)
|
(1.8)
|
0.5
|
(0.5)
|
Restructuring payments
|
(12.9)
|
(12.1)
|
(18.8)
|
Historical legal issues
payments
|
(5.2)
|
(3.5)
|
(4.6)
|
Proceeds from disposal of
property
|
13.1
|
-
|
-
|
Dividends payments
|
(14.1)
|
(14.0)
|
(23.1)
|
Pension funding payments
|
(31.0)
|
(23.3)
|
(60.0)
|
Dividends received from associated
undertakings
|
-
|
-
|
1.9
|
Legal fee payments in respect of
historical legal issues
|
(0.5)
|
(4.6)
|
(5.3)
|
Adviser cost payments in relation to
triennial funding valuations
|
(1.7)
|
(1.2)
|
(2.5)
|
Other adjusted items
payments
|
(4.3)
|
(1.3)
|
(5.0)
|
Adjusted net cash flow
|
(2.2)
|
(21.9)
|
(28.5)
|
Bank facility
(repayment)/drawdown
|
(5.0)
|
-
|
15.0
|
Acquisition-related cash
flows
|
-
|
(7.0)
|
(7.0)
|
Net
decrease in cash and cash equivalents
|
(7.2)
|
(28.9)
|
(20.5)
|
Adjusted operating cash flow was
aligned to the definition of adjusted operating profit as at 31
December 2023. The change was largely driven by the exclusion of
the cash flow impact of restructuring payments and other items
classified as adjusted items in the income statement. This has
resulted in an increase in adjusted operating cash flow in 26 weeks
ended 25 June 2023 from £18.9m to £38.2m.
20.
Reconciliation of statutory to adjusted cash flow
6
months ended 30 June 2024
|
Statutory
2024
£m
|
(a)
£m
|
(b)
£m
|
Adjusted
2024
£m
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
Cash generated from
operations
|
43.1
|
(10.0)
|
24.6
|
57.7
|
Adjusted operating cash
flow
|
Pension deficit funding
payments
|
(31.0)
|
-
|
-
|
(31.0)
|
Pension funding payments
|
|
-
|
-
|
(12.9)
|
(12.9)
|
Restructuring payments
|
|
-
|
-
|
(5.2)
|
(5.2)
|
Historical legal issues
payments
|
|
-
|
-
|
(0.5)
|
(0.5)
|
Legal fee payments in respect of
historical legal issues
|
|
-
|
-
|
(1.7)
|
(1.7)
|
Adviser cost payments in relation to
triennial funding valuations
|
|
-
|
-
|
(4.3)
|
(4.3)
|
Other adjusted items
payments
|
Income tax received
|
(1.8)
|
-
|
-
|
(1.8)
|
Income tax received
|
Net
cash inflow from operating activities
|
10.3
|
|
|
|
|
Investing activities
|
|
|
|
|
|
Interest received
|
0.1
|
-
|
-
|
0.1
|
Net interest and charges paid on bank
borrowings
|
Dividends received from associated
undertakings
|
-
|
-
|
-
|
-
|
Dividends received from associated
undertakings
|
Proceeds on disposal of property,
plant and equipment
|
13.1
|
-
|
-
|
13.1
|
Proceeds from disposal of
property
|
Purchases of property, plant and
equipment
|
(0.4)
|
0.4
|
-
|
-
|
Net capital expenditure
|
Expenditure on capitalised internally
generated development
|
(5.2)
|
5.2
|
-
|
-
|
Net capital expenditure
|
Deferred consideration
payment
|
-
|
-
|
-
|
-
|
Acquisition-related cash
flow
|
Net
cash used in investing activities
|
7.6
|
|
|
|
|
Financing activities
|
|
|
|
|
|
Interest and charges paid on
borrowings
|
(1.6)
|
-
|
-
|
(1.6)
|
Net interest and charges paid on bank
borrowings
|
Dividends paid
|
(14.1)
|
-
|
-
|
(14.1)
|
Dividends paid
|
Interest paid on leases
|
(0.6)
|
0.6
|
-
|
-
|
Net interest paid on
leases
|
Repayment of obligations under
leases
|
(3.8)
|
3.8
|
-
|
-
|
Repayment of obligation under
leases
|
Repayment of borrowings
|
(5.0)
|
-
|
-
|
(5.0)
|
Repayment of borrowings
|
Net
cash used in financing activities
|
(25.1)
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(7.2)
|
-
|
-
|
(7.2)
|
|
(a) Items included in the statutory cash flow on separate lines
which for the adjusted cash flow are included in adjusted operating
cash flow.
(b) Payments in respect of adjusted items are shown separately in
the adjusted cash flow.
26
weeks ended 25 June 2023
|
Statutory
2023
£m
|
(a)
£m
|
(b)
£m
|
Adjusted
2023
£m
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
Cash generated from
operations
|
24.8
|
(9.3)
|
22.7
|
38.2
|
Adjusted operating cash
flow
|
Pension deficit funding
payments
|
(23.3)
|
-
|
-
|
(23.3)
|
Pension funding payments
|
|
-
|
-
|
(12.1)
|
(12.1)
|
Restructuring payments
|
|
-
|
-
|
(3.5)
|
(3.5)
|
Historical legal issues
payments
|
|
-
|
-
|
(4.6)
|
(4.6)
|
Legal fee payments in respect of
historical legal issues
|
|
-
|
-
|
(1.2)
|
(1.2)
|
Adviser cost payments in relation to
triennial funding valuations
|
|
-
|
-
|
(1.3)
|
(1.3)
|
Other adjusted items
payments
|
Income tax received
|
0.5
|
-
|
-
|
0.5
|
Income tax received
|
Net
cash inflow from operating activities
|
2.0
|
|
|
|
|
Investing activities
|
|
|
|
|
|
Interest received
|
0.3
|
-
|
-
|
0.3
|
Net interest and charges paid on bank
borrowings
|
Dividends received from associated
undertakings
|
|
-
|
-
|
-
|
Dividends received from associated
undertakings
|
Proceeds on disposal of property,
plant and equipment
|
0.5
|
(0.5)
|
-
|
-
|
Net capital expenditure
|
Purchases of property, plant and
equipment
|
(1.7)
|
1.7
|
-
|
-
|
Net capital expenditure
|
Expenditure on capitalised internally
generated development
|
(6.0)
|
6.0
|
-
|
-
|
Net capital expenditure
|
Interest received on
leases
|
0.3
|
(0.3)
|
-
|
-
|
Net interest paid on
leases
|
Finance lease receipts
|
0.6
|
(0.6)
|
-
|
-
|
Finance lease receipts
|
Deferred consideration
payment
|
(7.0)
|
-
|
-
|
(7.0)
|
Acquisition-related cash
flow
|
Net
cash used in investing activities
|
(13.0)
|
|
|
|
|
Financing activities
|
|
|
|
|
|
Interest and charges paid on
borrowings
|
(0.9)
|
-
|
-
|
(0.9)
|
Net interest and charges paid on bank
borrowings
|
Dividends paid
|
(14.0)
|
-
|
-
|
(14.0)
|
Dividends paid
|
Interest paid on leases
|
(0.5)
|
0.5
|
-
|
-
|
Net interest paid on
leases
|
Repayment of obligations under
leases
|
(2.5)
|
2.5
|
-
|
-
|
Repayment of obligation under
leases
|
Net
cash used in financing activities
|
(17.9)
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(28.9)
|
-
|
-
|
(28.9)
|
|
(a) Items included in
the statutory cash flow on separate lines which for the adjusted
cash flow are included in adjusted operating cash flow.
(b) Payments in
respect of adjusted items are shown separately in the adjusted cash
flow.
53
weeks ended 31 December 2023
|
Statutory
2023
£m
|
(a)
£m
|
(b)
£m
|
Adjusted
2023
£m
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
Cash generated from
operations
|
76.4
|
(20.7)
|
36.2
|
91.9
|
Adjusted operating cash
flow
|
Pension deficit funding
payments
|
(60.0)
|
-
|
-
|
(60.0)
|
Pension funding payments
|
|
-
|
-
|
(18.8)
|
(18.8)
|
Restructuring payments
|
|
-
|
-
|
(4.6)
|
(4.6)
|
Historical legal issues
payments
|
|
-
|
-
|
(5.3)
|
(5.3)
|
Legal fee payments in respect of
historical legal issues
|
|
-
|
-
|
(2.5)
|
(2.5)
|
Adviser cost payments in relation to
triennial funding valuations
|
|
-
|
-
|
(5.0)
|
(5.0)
|
Other adjusted items
payments
|
Income tax paid
|
(0.5)
|
-
|
-
|
(0.5)
|
Income tax paid
|
Net
cash inflow from operating activities
|
15.9
|
|
|
|
|
Investing activities
|
|
|
|
|
|
Interest received
|
0.6
|
-
|
-
|
0.6
|
Net interest and charges paid on bank
borrowings
|
Dividends received from associated
undertakings
|
1.9
|
-
|
-
|
1.9
|
Dividends received from associated
undertakings
|
Proceeds on disposal of property,
plant and equipment
|
0.9
|
(0.9)
|
-
|
-
|
Net capital expenditure
|
Purchases of property, plant and
equipment
|
(3.5)
|
3.5
|
-
|
-
|
Net capital expenditure
|
Expenditure on capitalised internally
generated development
|
(12.8)
|
12.8
|
-
|
-
|
Net capital expenditure
|
Interest received on
leases
|
0.4
|
(0.4)
|
-
|
-
|
Net interest paid on
leases
|
Finance lease receipts
|
0.2
|
(0.2)
|
-
|
-
|
Finance lease receipts
|
Deferred consideration
payment
|
(7.0)
|
-
|
-
|
(7.0)
|
Acquisition-related cash
flow
|
Net
cash used in investing activities
|
(19.3)
|
|
|
|
|
Financing activities
|
|
|
|
|
|
Interest and charges paid on
borrowings
|
(3.1)
|
-
|
-
|
(3.1)
|
Net interest and charges paid on bank
borrowings
|
Dividends paid
|
(23.1)
|
-
|
-
|
(23.1)
|
Dividends paid
|
Interest paid on leases
|
(1.2)
|
1.2
|
-
|
-
|
Net interest paid on
leases
|
Repayment of obligations under
leases
|
(4.7)
|
4.7
|
-
|
-
|
Repayment of obligation under
leases
|
Drawdown of borrowings
|
15.0
|
-
|
-
|
15.0
|
Bank facility drawdown
|
Net
cash used in financing activities
|
(17.1)
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(20.5)
|
-
|
-
|
(20.5)
|
|
|
|
|
|
|
|
(a) Items included in
the statutory cash flow on separate lines which for the adjusted
cash flow are included in adjusted operating cash flow.
(b) Payments in
respect of adjusted items are shown separately in the adjusted cash
flow.
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed Reach plc's
condensed consolidated interim financial statements (the "interim
financial statements") in the Half Year Results of Reach plc for
the 6 month period ended 30 June 2024 (the
"period").
Based on our review, nothing has
come to our attention that causes us to believe that the interim
financial statements are not prepared, in all material respects, in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
The interim financial statements
comprise:
●
the Consolidated balance sheet as at
30 June 2024;
●
the Consolidated income statement and the
Consolidated statement of comprehensive income for the period then
ended;
●
the Consolidated cash flow statement for the
period then ended;
●
the Consolidated statement of changes in equity
for the period then ended; and
●
the explanatory notes to the interim financial
statements.
The interim financial statements
included in the Half Year Results of Reach plc have been prepared
in accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410, 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity' issued by the Financial
Reporting Council for use in the United Kingdom ("ISRE (UK) 2410").
A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures.
A review is substantially less in
scope than an audit conducted in accordance with International
Standards on Auditing (UK) and, consequently, does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
We have read the other information
contained in the Half Year Results and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the interim financial
statements.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410. However, future events or
conditions may cause the group to cease to continue as a going
concern.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the
directors
The Half Year Results, including
the interim financial statements, is the responsibility of, and has
been approved by the directors. The directors are responsible for
preparing the Half Year Results in accordance with the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the Half Year Results,
including the interim financial statements, the directors are
responsible for assessing the group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do
so.
Our responsibility is to express a
conclusion on the interim financial statements in the Half Year
Results based on our review. Our conclusion, including our
Conclusions relating to going concern, is based on procedures that
are less extensive than audit procedures, as described in the Basis
for conclusion paragraph of this report. This report, including the
conclusion, has been prepared for and only for the company for the
purpose of complying with the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct
Authority and for no other purpose. We do not, in giving this
conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose
hands it may come save where expressly agreed by our prior consent
in writing.
PricewaterhouseCoopers
LLP
Chartered Accountants
London
31 July 2024