SINGAPORE PRESS HOLDINGS LIMITED
Reg. No. 198402868E
(Incorporated in Singapore)
ANNOUNCEMENT
AUDITED RESULTS FOR THE YEAR ENDED AUGUST 31, 2015
1(a) An income statement (for the group) together with a comparative statement for the corresponding period of the immediately preceding financial year(i) Results for the Year ended August 31, 2015 | |||
Group | |||
2015 | 2014 | Change | |
S$'000 | S$'000 | % | |
Operating revenue | |||
Media | 902,506 | 963,380 | (6.3) |
Property | 230,751 | 204,985 | 12.6 |
Others | 43,823 | 46,819 | (6.4) |
1,177,080 | 1,215,184 | (3.1) | |
Other operating income | 27,636 | 15,891 | 73.9 |
1,204,716 | 1,231,075 | (2.1) | |
Materials, production and distribution costs | (176,128) | (199,394) | (11.7) |
Staff costs | (371,610) | (374,519) | (0.8) |
Premises costs | (67,952) | (64,899) | 4.7 |
Depreciation | (49,582) | (54,332) | (8.7) |
Other operating expenses | (152,324) | (153,902) | (1.0) |
Finance costs | (33,620) | (35,066) | (4.1) |
Operating profit# | 353,500 | 348,963 | 1.3 |
Fair value change on investment properties | 36,258 | 109,076 | (66.8) |
Net income from investments | 51,707 | 48,215 | 7.2 |
Share of results of associates and joint ventures | (11,220) | (30,726) | (63.5) |
Gain on partial divestment of a joint venture | - | 52,863 | NM |
Profit before taxation | 430,245 | 528,391 | (18.6) |
Taxation | (59,823) | (57,655) | 3.8 |
Profit after taxation | 370,422 | 470,736 | (21.3) |
Attributable to: | |||
Shareholders of the Company | 321,701 | 404,286 | (20.4) |
Non-controlling interests | 48,721 | 66,450 | (26.7) |
370,422 | 470,736 | (21.3) |
# This represents the recurring earnings of the media, property and other businesses. NM: Not meaningful
1(a)(ii) Notes: Profit after taxation is arrived at after accounting for:Group | ||||
2015 | 2014 | Change | ||
S$'000 | S$'000 | % | ||
Write-back of allowance/(Allowance) for stock obsolescence | 1,634 | (18) | NM | |
Share-based compensation expense | (5,940) | (4,976) | 19.4 | |
Allowance for impairment of trade receivables | (370) | (3,761) | (90.2) | |
Bad debts recovery | 251 | 300 | (16.3) | |
Impairment of property, plant and equipment | - | (9,798) | NM | |
Net loss on disposal of property, plant and equipment | (150) | (618) | (75.7) | |
Impairment of goodwill | (8,768) | - | NM | |
Impairment of intangible assets | (301) | - | NM | |
Amortisation of intangible assets | (11,042) | (9,614) | 14.9 | |
Gain on disposal of associates | 100 | 7 | NM | |
Gain on dilution of interest in an associate | 1,943 | - | NM | |
Loss on disposal of a joint venture | (459) | - | NM | |
Write-back of impairment of loan to an associate | - | 388 | NM | |
Interest income | 7,119 | 8,550 | (16.7) | |
Net fair value changes on | ||||
- Internally-managed assets at fair value through profit or loss | (274) | (76) | NM | |
- Derivative financial instruments | (37,318) @ | 3,141 | NM | |
Net foreign exchange differences | 9,454 | (1,259) | NM | |
Impairment of investments | (1,419) | (7,282) | (80.5) | |
Net over-provision of prior years' taxation | 319 | 1,621 | (80.3) |
@ Relates mainly to fair value loss on U.S. Dollar forward contracts used as economic hedges for portfolio investments. The corresponding gain on underlying investments was recognised in net fair value changes on available-for-sale financial assets in Other comprehensive income.
Group | |||
2015 | 2014 | Change | |
S$'000 | S$'000 | % | |
Profit after taxation | 370,422 | 470,736 | (21.3) |
Other comprehensive income, net of tax | |||
Items that may be re-classified subsequently to profit or loss | |||
Capital reserve | |||
- share of capital reserves of associates | 190 | - | NM |
Cash flow hedges | |||
- net fair value changes | 7,970 | (14,317) | NM |
- transferred to income statement | 5,919 | 6,597 | (10.3) |
Net fair value changes on available-for-sale financial assets | |||
- net fair value changes | (12,605) | 109,211 | NM |
- transferred to income statement | (35,330) | (5,353) | NM |
Currency translation difference | |||
- arising from consolidation of financial statements of foreign subsidiaries, associates and joint ventures | (115) | (1,823) | (93.7) |
(33,971) | 94,315 | NM | |
Total comprehensive income | 336,451 | 565,051 | (40.5) |
Attributable to: | |||
Shareholders of the Company | 284,049 | 501,206 | (43.3) |
Non-controlling interests | 52,402 | 63,845 | (17.9) |
336,451 | 565,051 | (40.5) |
During the financial year, the Group had announced a re-organisation of its newspaper divisions including the transfer of media-related subsidiaries and associates (collectively 'entities') to the newspaper business to facilitate the growth of the media adjacencies. To better reflect the segmentation of the Group's businesses, the Newspaper and Magazine segment was renamed Media segment and amounts relating to these entities were re- classified from the Others segment to the Media segment. Comparative amounts in the income statement and segmental information were re-classified for consistency, as set out below.
Group | |||
As Restated | As Previously Disclosed | ||
2014 | 2014 | ||
S$'000 | S$'000 | ||
Operating revenue | |||
Media | 963,380 | 931,686 | |
Others | 46,819 | 78,513 | |
Profit before taxation | |||
Media | 255,664 | 246,381 | |
Others | 2,911 | 12,194 |
Group | Company | |||||
Aug 31, | Aug 31, | Aug 31, | Aug 31, | |||
2015 | 2014 | 2015 | 2014 | |||
Note | S$'000 | S$'000 | S$'000 | S$'000 | ||
CAPITAL EMPLOYED | ||||||
Share capital | 522,809 | 522,809 | 522,809 | 522,809 | ||
Treasury shares | (13,408) | (3,046) | (13,408) | (3,046) | ||
Reserves | 482,704 | 526,409 | 50,167 | 59,884 | ||
Retained profits | 2,626,708 | 2,640,923 | 792,423 | 614,378 | ||
Shareholders' interests | 3,618,813 | 3,687,095 | 1,351,991 | 1,194,025 | ||
Non-controlling interests | 727,837 | 709,088 | - | - | ||
Total equity | 4,346,650 | 4,396,183 | 1,351,991 | 1,194,025 | ||
EMPLOYMENT OF CAPITAL | ||||||
Non-current assets | ||||||
Property, plant and equipment | 249,976 | 285,562 | 139,641 | 166,318 | ||
Investment properties | 3,940,951 | 3,860,451 | - | - | ||
Investments in subsidiaries | - | - | 419,250 | 411,805 | ||
Investments in associates | 75,874 | 78,353 | 31,160 | 31,160 | ||
Investments in joint ventures | 16,295 | 6,688 | - | - | ||
Long-term investments | 617,312 | 603,266 | 38,001 | 42,998 | ||
Intangible assets | 188,595 | 173,152 | 32,211 | 34,219 | ||
Trade and other receivables | 4,442 | 3,672 | 3,675 | 232,238 | ||
Derivative financial instruments | 4,631 | - | - | - | ||
5,098,076 | 5,011,144 | 663,938 | 918,738 | |||
Current assets | ||||||
Inventories | 12,477 | 23,947 | 10,785 | 22,215 | ||
Trade and other receivables | 192,138 | 144,443 | 1,455,812 | 1,566,378 | ||
Short-term investments | 474,633 | 1,028,026 | 32,055 | 207,536 | ||
Derivative financial instruments | 472 | 899 | - | 3 | ||
Cash and cash equivalents | 292,246 | 442,937 | 152,929 | 189,271 | ||
(a) | 971,966 | 1,640,252 | 1,651,581 | 1,985,403 | ||
Total assets | 6,070,042 | 6,651,396 | 2,315,519 | 2,904,141 | ||
Non-current liabilities | ||||||
Trade and other payables | 48,199 | 34,875 | 5,471 | - | ||
Deferred income tax liabilities | 50,658 | 46,901 | 23,208 | 25,308 | ||
Borrowings | (b) | 947,271 | 879,107 | - | - | |
Derivative financial instruments | - | 8,757 | - | - | ||
1,046,128 | 969,640 | 28,679 | 25,308 | |||
Current liabilities | ||||||
Trade and other payables | 271,171 | 298,046 | 818,445 | 819,334 | ||
Current income tax liabilities | 62,331 | 60,502 | 31,404 | 35,689 | ||
Borrowings | (b) | 336,681 | 926,369 | 85,000 | 829,482 | |
Derivative financial instruments | 7,081 | 656 | - | 303 | ||
677,264 | 1,285,573 | 934,849 | 1,684,808 | |||
Total liabilities | 1,723,392 | 2,255,213 | 963,528 | 1,710,116 | ||
Net assets | 4,346,650 | 4,396,183 | 1,351,991 | 1,194,025 |
Notes to the Balance Sheets
The movements in the Group's Current Assets arose mainly from the investing and financing activities relating to the redemption of the Company's S$600 million Medium Term Notes on March 2, 2015.
The movements in the Group's borrowings relate to the investing and financing activities of the Group. These include the redemption of the Company's S$600 million Medium Term Notes on March 2, 2015 and short-term borrowings of S$85.0 million taken up by the Company.
1(b)(ii) Aggregate amount of the group's borrow ings a nd debt se c uritie s
Group Borrowings
Amount repayable in one year
As at August 31, 2015
As at August 31, 2014
Secured
S$'000
Unsecured
S$'000
Secured
S$'000
Unsecured
S$'000
249,330
87,351
93,882
832,487
Amount repayable after one year
As at August 31, 2015
As at August 31, 2014
Secured
S$'000
Unsecured
S$'000
Secured
S$'000
Unsecured
S$'000
894,740
52,531
843,125
35,982
Details of collateral
The secured bank loan facilities as at August 31, 2015 comprised the term loan facilities of S$975.0 million (August 31, 2014: S$975.0 million) and S$300.0 million (August 31, 2014: S$138.0 million) undertaken by the subsidiaries, SPH REIT and The Seletar Mall Pte Ltd ('TSMPL') respectively. As at the balance sheet date, the amounts drawn down were S$850.0 million (August 31, 2014: S$850.0 million) for SPH REIT and S$300.0 million (August 31, 2014: S$94.1 million) for TSMPL.
The Group had refinanced the S$230.0 million unsecured term loan facility of the Company and the S$138.0 million secured term loan facility of TSMPL with a S$300.0 million secured term loan facility wholly undertaken by TSMPL.
The term loan taken up by SPH REIT is secured by way of a first legal mortgage on SPH REIT's investment property - Paragon, first legal charge over the tenancy account and sales proceeds account for Paragon, and an assignment of certain insurances taken in relation to Paragon.
The term loan taken up by TSMPL is secured by way of a first legal mortgage on TSMPL's investment property - The Seletar Mall, first legal charge over the tenancy account and sales proceeds account for The Seletar Mall, and an assignment of certain insurances taken in relation to The Seletar Mall.
The total balance of S$1,144.1 million as at August 31, 2015 (August 31, 2014: S$937.0 million) represented the secured borrowings stated at amortised cost.
1(c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year
Consolidated Statement of Cash Flows for the Year ended August 31, 2015
Consolidated Statement of Cash Flows for the Year ended August 31, 2015 (cont'd)2015
2014
S$'000
S$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation
430,245
528,391
Adjustments for:
Depreciation
49,582
54,332
Impairment of property, plant and equipment
-
9,798
Net loss on disposal of property, plant and equipment
150
618
Fair value change on investment properties
(36,258)
(109,076)
Share of results of associates and joint ventures
11,220
30,726
Gain on disposal of associates
(100)
(7)
Gain on dilution of interest in an associate
(1,943)
-
Gain on partial divestment of a joint venture
-
(52,863)
Loss on disposal of a joint venture
459
-
Write-back of impairment of loan to an associate
-
(388)
Net income from investments
(51,707)
(48,215)
Amortisation of intangible assets
11,042
9,614
Impairment of goodwill
8,768
-
Impairment of intangible assets
301
-
Finance costs
33,620
35,066
Share-based compensation expense
5,940
4,976
Other non-cash items
2,106
3,079
Operating cash flow before working capital changes
463,425
466,051
Changes in operating assets and liabilities, net of effects from acquisition and disposal of subsidiaries and business:
Inventories
11,470
(57)
Trade and other receivables, current
5,078
2,777
Trade and other payables, current
(13,574)
1,391
Trade and other receivables, non-current
(770)
(685)
Trade and other payables, non-current
13,324
849
Currency translation difference
(143)
(498)
478,810
469,828
Income tax paid
(58,332)
(65,925)
Dividends paid
(339,348)
(355,444)
Dividends paid (net) by subsidiaries to non-controlling interests
(41,277)
(34,528)
Net cash from operating activities
39,853
13,931
2015
2014
S$'000
S$'000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
(13,552)
(18,924)
Purchase of intangible assets
(155)
-
Proceeds from disposal of property, plant and equipment
95
228
Additions to investment properties
(46,763)
(66,247)
Acquisition of subsidiaries (net of cash acquired)
(29,561)
-
Acquisition of additional interest in a subsidiary
-
(200)
Acquisition of businesses by subsidiaries
-
(10,531)
Acquisition of interests in associates
-
(21,275)
Acquisition of interests in joint ventures
(14,327)
-
Additional consideration paid on interest in an associate
(271)
-
Additional consideration paid on interest in a joint venture
(10,512)
-
Proceeds from partial divestment of interest in a subsidiary
4,012
-
Dividends received from associates
6,951
2,873
Proceeds from capital distribution of an associate
-
92
Proceeds from disposal of associates
-
31,903
Proceeds from partial divestment of interest in a joint venture
-
16,856
Decrease in amounts owing by associates/joint ventures
168
1,063
(Decrease)/Increase in amounts owing to joint ventures
(7,738)
21,000
Purchase of long-term investments
(83,127)
(48,583)
Purchase of short-term investments
(137,230)
(772,333)
Proceeds from capital distribution/disposal of long-term investments
4,111
13,605
Proceeds from redemption/disposal of short-term investments
702,015
751,991
Dividends received
30,413
33,284
Interest received
6,338
8,169
Other investment income
(19,688)
643
Net cash from/(used in) investing activities
391,179
(56,386)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank loans (net of transaction costs)
500,900
62,427
Repayment of bank loans
(441,252)
(800)
Repayment of loans from non-controlling interests
(225)
(351)
Interest paid
(39,967)
(37,890)
Proceeds from issuance of shares by the Company
-
610
Repayment of fixed rate notes
(600,000)
-
Share buy-back
(17,979)
(4,002)
Loan from a non-controlling interest
16,800
-
Net cash (used in)/from financing activities
(581,723)
19,994
Net decrease in cash and cash equivalents
(150,691)
(22,461)
Cash and cash equivalents at beginning of financial year
442,937
465,398
Cash and cash equivalents at end of financial year
292,246
442,937
1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year
Statements of Changes in Total Equity for the Year ended August 31, 2015Group
Group (cont'd)
Attributable to Shareholders of the Company
Non- controlling Interests
Total Equity
Share Capital
Treasury Shares
Capital Reserve
Share-based Compensation Reserve
Hedging Reserve
Fair Value Reserve
Currency Translation Reserve
Retained Profits
Total
S$'000
S$'000
S$'000
S$'000
S$'000
S$'000
S$'000
S$'000
S$'000
S$'000
S$'000
recognised directly in equityBalance as at September 1, 2013
522,114
(6,269)
(13,858)
21,544
(1,289)
421,966
343
2,591,929
3,536,480
679,226
4,215,706
Total comprehensive income for the year
Transactions with owners,
-
-
-
-
(5,097)
103,858
(1,841)
404,286
501,206
63,845
565,051
Contributions by and distributions to owners
-
-
-
5,011
- - - -
5,011
-
5,011
695
-
-
(85)
- - - -
610
-
610
-
-
3,183
-
- - - -
3,183
589
3,772
-
7,225
-
(6,548)
- - - (420)
257
-
257
-
(4,002)
-
-
- - - -
(4,002)
-
(4,002)
-
-
-
(778)
- - - 778
-
-
-
-
-
-
-
- - - (355,444)
(355,444)
(34,528)
(389,972)
Share-based compensation
Issue of shares
Reversal of listing expenses of a subsidiary
Treasury shares re-issued Share buy-back - held as
treasury shares Lapse of share options Dividends
Changes in ownership interests
in subsidiaries without a change in control
Acquisition of additional interests
Balance as at August 31, 2014 522,809 (3,046) (10,675) 19,144 (6,386) 525,824 (1,498) 2,640,923 3,687,095 709,088 4,396,183in subsidiaries
- - - - - - - 67
67
(317)
(250)
Dilution of interests in a subsidiary
- - - - - - - (273)
(273)
273
-
Statements of Changes in Total Equity for the Year ended August 31, 2015 (cont'd)-
Company
1(d)(ii) Detail s of a n y c hange s in the c ompany' s s har e c a pital a ris ing from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial yearShare Capital
Treasury Shares
Share-based Compensation Reserve
Hedging Reserve
Fair Value Reserve
Retained Profits
Total Equity
S$'000
S$'000
S$'000
S$'000
S$'000
S$'000
S$'000
Balance as at September 1, 2014
522,809
(3,046)
19,098
(251)
41,037
614,378
1,194,025
Total comprehensive income for the year
-
-
-
251
(4,994)
513,735
508,992
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
Share-based compensation
-
-
6,013
-
-
-
6,013
Treasury share re-issued
-
7,617
(5,786)
-
-
(1,543)
288
Share buy-back - held as treasury share
-
(17,979)
-
-
-
-
(17,979)
Lapse of share options
-
-
(5,201)
-
-
5,201
-
Dividends
-
-
-
-
-
(339,348)
(339,348)
Balance as at August 31, 2015
522,809
(13,408)
14,124
-
36,043
792,423
1,351,991
Balance as at September 1, 2013
522,114
(6,269)
21,544
(309)
51,718
384,821
973,619
Total comprehensive income for the year
-
-
-
58
(10,681)
584,643
574,020
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
Share-based compensation
-
-
4,965
-
-
-
4,965
Issue of shares
695
-
(85)
-
-
-
610
Treasury shares re-issued
-
7,225
(6,548)
-
-
(420)
257
Share buy-back - held as treasury share
-
(4,002)
-
-
-
-
(4,002)
Lapse of share options
-
-
(778)
-
-
778
-
Dividends
-
-
-
-
-
(355,444)
(355,444)
Balance as at August 31, 2014
522,809
(3,046)
19,098
(251)
41,037
614,378
1,194,025
Share Options
During the financial year, the Company did not issue any ordinary shares under the Singapore Press Holdings Group (1999) Share Option Scheme (the '1999 Scheme').
As at August 31, 2015, the number of outstanding options to subscribe for ordinary shares under the 1999 Scheme was 8,574,350 (August 31, 2014: 19,117,725). Movements in the number of the unissued shares of the Company under the 1999 Scheme during the financial year are as follows:
At the extraordinary general meeting of the Company held on December 5, 2006, the Company's shareholders approved the adoption of the SPH Performance Share Plan and the 1999 Scheme was terminated with regard to the grant of further options. However, options granted and outstanding prior to such termination will continue to be valid and be subject to the terms and conditions of the 1999 Scheme.
As at August 31, 2015, the number of shares granted and outstanding (being contingent award) under the SPH Performance Share Plan was 5,263,312 (August 31, 2014: 5,812,930). Movements in the number of performance shares during the financial year are summarised below:
-
Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice
The figures for the financial year have been audited. The auditors' report on the financial statements of the Group was not subject to any modification.
- W her e the figures have bee n a udited or re view e d, the a uditors' re port (including any qualifications or emphasis of a matter)
Attributable to Shareholders of the Company | Non- controlling Interests | Total Equity | ||||||||
Share Capital | Treasury Shares | Capital Reserve | Share-based Compensation Reserve | Hedging Reserve | Fair Value Reserve | Currency Translation Reserve | Retained Profits | Total | ||
S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 | S$'000 |
Balance as at September 1, 2014 | 522,809 | (3,046) | (10,675) | 19,144 | (6,386) | 525,824 | (1,498) | 2,640,923 | 3,687,095 | 709,088 | 4,396,183 |
Total comprehensive income for the year | - | - | 190 | - | 9,798 | (47,935) | 295 | 321,701 | 284,049 | 52,402 | 336,451 |
Transactions with owners, | |||||||||||
recognised directly in equity Contributions by and distributions | |||||||||||
to owners Share-based compensation | - - | - 5,967 | - - - - | 5,967 | - 5,967 | ||||||
Treasury shares re-issued Share buy-back - held as | - 7,617 | - (5,786) | - - - (1,543) | 288 | - 288 | ||||||
treasury shares - (17,979) - - - - - - (17,979) - (17,979) | |||||||||||
Lapse of share options | - - - (5,201) | - - - 5,201 | - | - | - | ||||||
Dividends | - - - - | - - - (339,348) | (339,348) | (41,277) | (380,625) | ||||||
Fair value gain on interest-free loans | - - - - | - - - - | - | 882 | 882 |
Changes in ownership interests
in subsidiaries without a change in control
Acquisition of additional interests
in subsidiaries | - - - - - - - (509) | (509) | 509 | - |
Dilution of interests in subsidiaries | - - 27 - 12 - - 283 | 322 | 3,690 | 4,012 |
Changes in ownership interests in subsidiaries
Acquisition of subsidiaries with non-
controlling interests - - (1,072) - - - - - (1,072) 2,543 1,471
Outstanding as at 01.09.14 | Lapsed | Outstanding as at 31.08.15 |
('000) | ('000) | ('000) |
19,118 | (10,544) | 8,574 |
Performance Shares
Outstanding as at 01.09.14 | Adjusted# | Granted | Vested | Lapsed | Outstanding and unvested as at 31.08.15 |
('000) | ('000) | ('000) | ('000) | ('000) | ('000) |
5,813 | (379) | 1,825 | (1,844) | (152) | 5,263 |
# Adjusted at end of the performance period based on the level of achievement of pre-set performance conditions.
Share Buy Back
Under the Share Buy Back Mandate (first approved by the Shareholders on July 16, 1999 and last renewed at the Annual General Meeting on December 2, 2014), the Company bought back 4,385,600 ordinary shares during the current financial year. These shares are held as treasury shares, until released from time to time for the fulfillment of the awards under the SPH Performance Share Plan. The amount paid, including brokerage fees, totalled S$18.0 million and was deducted against shareholders' equity.
Share Capital and Treasury Shares
As at August 31, 2015, the Company had 1,597,342,951 ordinary shares, 16,361,769 management shares and 3,306,170 treasury shares (August 31, 2014:
1,599,884,299 ordinary shares, 16,361,769 management shares and 764,822 treasury shares).
As at August 31, 2015, the Company had 1,597,342,951 ordinary shares and 16,361,769 management shares (August 31, 2014: 1,599,884,299 ordinary shares and 16,361,769 management shares).
During the financial year, the Company transferred 1,844,252 treasury shares for the fulfillment of share awards vested under the SPH Performance Share Plan. The total value of the treasury shares transferred was S$7.6 million.
Please refer to the attached auditors' report.
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