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Catalyst Media Group PLC
26 August 2010
Catalyst Media Group Plc ("CMG")
Final Results
Catalyst Media Group Plc ("CMG") announces its final results for the year ended 31st March 2010
CMG is a 20.54% shareholder in Satellite Information Services (Holdings) Ltd ("SIS") and the results include its share
in
the profits of SIS as an equity accounted associate.
SIS principal activities are:
· the provision of satellite news-gathering and associated transmission services through its market-leading SISLink
division, which now accounts for the major contribution to the Group's continuing profitability (Uplink Services);
· the provision of outside broadcast television production units, including sound, support and communication
(Outside
Broadcast);
· its long-established business of providing integrated television and information services delivered via satellite
to
licensed betting offices in the United Kingdom, Ireland and overseas (Racing Services); and
· the provision of television production services for other broadcasters (Other Services)
Uplink Services and Outside Broadcast are managed under the common brand of SIS LIVE.
Financial Highlights
· CMG profits after taxation were £3.8m (2009 (restated): £2.8m)
· Earnings per share were 14.29p (2009 (restated): 9.01p)
· Debt reduced to £807,000 (2009: £3.8m)
· Net asset value per share of 105p (2009 (restated): 91p)
· Overheads further reduced
· Online Game of Spoof launched in March 2010
· SIS revenues of £198m (2009: £193m)
· SIS EBITDA of £ 41.5m (2009:£35.6m)
· SIS profit on ordinary activities before tax of £23.3m (2009: £21.3m)
· Dividend of £2.9m received during year
Michael Rosenberg, Chairman of CMG commented:
"The results of SIS are in line with our expectations and the receipt of a dividend of £2.9 million during the year
under
review has substantially reduced our borrowings. We anticipate that a dividend will be paid by SIS in respect of the
year
ended 31st March 2010 during our current financial year to 31st March 2011 and that our borrowings will then be
eliminated.
In order that the Board may then consider the commencement of distributions from CMG to our own shareholders following
the
repayment of the outstanding debt we intend putting forward proposals at a separate extraordinary general meeting to
restructure the share capital for approval by Shareholders. This would subsequently require approval by the Court.
Meanwhile we continue to review strategic options for the Group, including the possibility of a sale of our stake in SIS
in
order to create further liquidity for shareholders.
Chairman's Statement for the year ended 31st March 2010-
I am pleased to report that for the year ended 31 March 2010 CMG recorded profit after taxation, including its equity
share
of the profits of SIS, of £3.8 million (2009: £2.8 million) with earnings per share from continuing operations of 14.29p
(2009: 9.01p). Net Assets as at the balance sheet date were £29.5 million (2009: £25.7 million) with Net Assets per
share
of 105p (2009: 91p).
The main focus of the board is directed at the Company's investment in SIS and as previously announced the intention is
to
review this investment with a view to maximising returns to shareholders.
With over 850 staff, SIS is one of the most experienced television, production and outside broadcast service providers
in
Europe, its position being particularly enhanced by the acquisition on 1 April 2008 of the BBC Outside Broadcast
business.
Further outside broadcast trade and asset acquisitions during the year have added additional equipment and trucks to the
existing fleet, the Group now has over 110 uplinks covering the spectrum of state-of-the-art uplink trucks, and its
proprietary automated uPOD technology and its rapidly deployed, dismountable Drive Fly kits, it is now the largest
provider
of transportable satellite uplink services in the world, transmitting tens of thousands of hours of live coverage every
year to broadcasting customers worldwide.
The development by CMG of the online game known as Spoof, referred to in previous statements, was completed during the
period with the game being brought to the market in March 2010. Following the launch it is now in the process of being
further upgraded, however it should be noted that this is the only remaining trading activity within CMG and is
relatively
minor in the context of the Group.
Meanwhile SIS continues to perform in line with expectations and during the year under review a dividend of £14.2
million
was paid to shareholders of SIS of which approximately £2.9million was received by CMG in October 2009. The receipt of
this
dividend enabled further reductions in the borrowings of CMG which at 31 March 2010 were £807,000 compared with £3.7
million in the previous year
SIS currently has a policy of paying dividends subject to cash flow requirements. It is anticipated that further
dividends
will be paid during the year 2010/2011 though the amount and timing is not yet confirmed.
CMG has significant carried forward losses which have created a deficit on the Company's Profit and Loss Account which
would prevent any distributions of dividends to its own shareholders or other distributions such as a share buy back for
the foreseeable future without some action by the Board. Accordingly, it is proposed to seek shareholder approval of a
special resolution at a separate Extraordinary General Meeting which would remove this barrier by effectively reducing
our
capital and removing the losses from the balance sheet. Should this be approved by shareholders it will be necessary to
obtain Court approval to the process. A separate circular explaining this process in more detail is being sent to
shareholders today. Should shareholders support this resolution it is anticipated that such Court approval should be
forthcoming by 22 October 2010. The Board will then be able to give consideration to a policy to distribute earnings to
its shareholders in the future so long as the SIS dividends continue to be paid and will report to shareholders again at
that time.
SIS
The business of SIS continues to perform well and the results for the year ended 31st March 2010 are as follows
31 /3/10 31/3/09
£'000 £'000
Turnover
Ongoing operations 194,498 153,355
Acquisitions 3,701 39,582
--------- -----------
Subtotal 198,199 192,937
Ongoing expenses 173,485 171,214
Operating Profit
Ongoing operations 24,252 25,346
Acquisitions 462 ( 3,623 )
Net interest payable (1,451) (384)
Profit on ordinary activities before tax 23,263 21,339
Tax on profit on ordinary activities (7,543) (6,233)
Retained profit transferred to reserves 15,720 15,106
The revenues of SIS included £119 million derived from the long established business of providing integrated television
and
data services to licensed betting offices in the UK, Ireland and overseas. This division contributed approximately £12
million to operating profits.
Revenues of £77 million were generated from the business of SISLIVE which provides satellite news gathering and
associated
transmission services to its customers and also provides outside broadcast television production units including sound
support and communication. This division contributed approximately £7 million to operating profits.
A further £23 million of revenues came from other services included the production of pictures to the licensed betting
offices and services offered to overseas customers. These services contributed approximately £6 million to operating
profits.
The services to the betting industry are supported in the main by fixed term contracts both with the retail owners of
betting shops and with the racecourses that enable pictures to be delivered to those shops. Following the signing of
long
term rights agreements by SIS with Arena Leisure Plc and Northern Racing Limited, combined with other courses that have
subsequently renewed contracts, SIS now holds long term media rights representing in excess of 50% of all UK horse
racing
fixtures. This ensures the supply of images and data from the coverage of horseracing fixtures at these racecourses
until
2016 and 2017 respectively.
Shareholders of SIS include certain bookmaker customers, Ladbroke, William Hill, Fred Done of Betfred bookmakers and the
Tote as well as financial investors being CMG and Caledonia Investments.
SIS produces and distributes ten bespoke daily programmes to all parts of the world. The flagship SIS FACTS offers
thousands of hours of betting opportunities each year from the UK, Ireland, France and many other countries along with
49's
and virtual content. Live racing pictures and commentaries are broadcast from 29 courses from around the UK, including
Royal Windsor, Lingfield Park, Chepstow and Fontwell Park. The services also include exclusive Irish racing, exclusive
BAGS
greyhound racing and live thoroughbred racing from France, Germany, USA, Dubai and Australia.
In June 2010 it was announced that the BAGS greyhound picture and data contract had been extended through to the end of
2015.
SIS has now launched a new range of football data services aimed at assisting the betting industry to generate new
business
This move follows the acquisition by SIS of the football DataCo rights for the exclusive distribution to the betting
industry of live match data for the English and Scottish leagues. In addition there will be data from the Champions
League,
The Europa League and qualifying matches for 2012.
SIS LIVE is the broadcast side of the business offering cutting edge broadcast solutions and satellite services with
currently the largest fleet of remotely automated SNG uplinks in the world. SIS LIVE operates a fleet of new-generation
HD
OB vehicles, including the new OB 1, a 24-camera super-sized 3Gb/s capable truck. SIS LIVE, which incorporates the
former
BBC Outside Broadcast division, acquired 021 Television at the end of 2009, including six large OB trucks, three of
which
are built to the latest HD specifications. Dales Broadcast, acquired at the same time, further gave SIS LIVE a fleet of
smaller OB vehicles to offer to clients.
SIS LIVE provided 70 satellite uplink vehicles to the main UK broadcasters, including the BBC, ITV, Sky News, ITN, Five
and
GMTV, for their coverage of the UK elections in May this year. It has also won the prestigious contract for the
Commonwealth Games in India in October of this year.
SIS has won the prestigious contract to provide the production and coverage facilities and services to cover the XIX
Commonwealth Games taking place in India in 2010. Under the terms of the agreement, SIS LIVE will provide all the
production facilities and personnel to cover 17 different sports across 12 venues in Delhi, as well as the Games'
opening
and closing ceremonies. As well as providing the technical infrastructure to cover the Games, SIS LIVE is providing over
1,000 highly skilled technical and production staff at the 12 venues. SIS has also won the contract to supply the OB
facilities on all of ESPN's football requirements for the next three years. The deal covers a minimum of 23 English
Premier
League matches, 30 Scottish Premier League matches, as well as all ESPN's FA Cup, UEFA Europa League and England U21
matches.
CMG overheads
The overheads of CMG now run at an annualised rate of approximately £200,000 excluding exceptional items and are
expected
to stay at that level for the foreseeable future.
Strategic Review
As reported earlier this year the Board instituted a strategic review with the assistance of external advisers.
Following
this review it was decided that the best way in which to achieve value for shareholders would be to seek buyers for its
stake in SIS with a view to returning capital to shareholders in due course once such a disposal was achieved. To date a
small number of serious interested parties have been identified with whom discussions are ongoing. There can be no
certainty that a buyer will be found at an acceptable price and as and when progress is made shareholders will be
informed.
Meanwhile SIS is expected to declare further dividends during the next few months which should enable all borrowings of
CMG
to be repaid and as mentioned above it is anticipated that following the restructure of the share capital it will be
possible to commence distributions to shareholders in the near future.
AGM
The Annual General Meeting will be held at 9.30am on Friday 17th September at the office of Bircham Dyson Bell LLP, 50
Broadway, London SW1H 0BL.
The resolutions to be passed include one item of special business. This is a proposal to allow the Company to purchase
shares in the market up to a limit of 15% of the issued share capital. While the Company has no immediate plans to do so
it
does enable such action to be taken as and when the Board feels this would benefit shareholders.
Conclusion
This has been another positive year for CMG with our objectives which have been to wind down previous businesses and
focus
on the investment in SIS mostly achieved. Borrowings and overheads have also been reduced and both earnings and net
assets
per share have increased. Your Board is pleased with this progress and hope to be in a position to update shareholders
in
relation to the various strategic objectives set out above during the course of the year to March 2011.
Michael Rosenberg OBE
Chairman
25th August 2010
Enquiries:
Michael Rosenberg/Melvin Lawson
Catalyst Media Group plc
020 7637 8412
James Harris/Angela Peace
Strand Hanson Limited
020 7409 3494
CATALYST MEDIA GROUP PLC
Report and financial statements for the year ended 31 March 2010
Consolidated statement of comprehensive income
2010 2009
As restated
£ £
Revenue 43,909 92,392
Cost of sales (95,292) (2,990)
Gross profit / (loss) (51,383) 89,402
Administrative expenses (290,212) (324,651)
Impairment of development costs - (66,447)
Total administrative expenses (290,212) (391,098)
Operating loss (341,595) (301,696)
Financial income 88 32,322
Financial costs (201,569) (906,563)
Net financial costs (201,481) (874,241)
Share of profit of equity-accounted associate 3,812,224 3,402,657
Profit before taxation 3,269,148 2,226,720
Taxation 752,840 310,000
Profit for the year from continuing operations 4,021,988 2,536,720
Profit for the year from discontinued operations - 217,378
Profit for the year 4,021,988 2,754,098
Share of other comprehensive (loss)/income of associate (184,655) 11,502
Total comprehensive income for the year 3,837,333 2,765,600
Attributable to equity holders of the Company 3,837,333 2,765,600
Earnings per share:
Basic 14.29p 9.79p
Diluted 14.29p 9.79p
Earnings per share from continuing operations:
Basic 14.29p 9.01p
Diluted 14.29p 9.01p
CATALYST MEDIA GROUP PLC
Report and financial statements for the year ended 31 March 2010
Consolidated balance sheet
2010 £ 2009As restated£
Assets
Non-current assets
Intangible assets - -
Property, plant and equipment - 278
Investment in associate 29,955,348 29,242,781
29,955,348 29,243,059
Current assets
Trade and other receivables 82,592 232,319
Corporation tax receivable 327,198 118,390
Cash and cash equivalents 46,444 72,951
456,234 423,660
Total assets 30,411,582 29,666,719
Equity and liabilities
Capital and reserves attributable to equity holders of the parent
Share capital 9,243,197 9,243,197
Share premium 38,904,450 38,904,450
Merger reserve 2,402,674 2,402,674
Retained deficit (21,007,910) (24,845,243)
Total equity 29,542,411 25,705,078
Non-current liabilities
Interest-bearing loans and borrowings 806,854 3,763,899
Current liabilities
Trade and other payables 62,317 197,742
62,317 197,742
Total equity and liabilities 30,411,582 29,666,719
Michael Rosenberg OBE
Director
Company registration number: 03955206
CATALYST MEDIA GROUP PLC
Report and financial statements for the year ended 31 March 2010
Consolidated cash flow statement
2010 £ 2009As restated£
Cash flow from operating activities
Profit before taxation including discontinued operations 3,269,148 2,455,600
Adjustments for:
Depreciation, amortisation and impairment 278 66,927
Share of profit from associate (3,812,224) (3,414,159)
Loss from sale of subsidiary and interest in associate - (217,378)
Finance income (88) (32,322)
Finance expense 201,569 1,010,499
Corporation taxes recovered 544,032 492,133
Net cash flow from operating activities before changes in working capital 202,715 361,300
Decrease/(increase) in trade and other receivables 69,167 (6,652)
Increase/(decrease) in trade and other payables (135,967) 82,751
Net cash flow used in operating activities 135,915 437,399
Investing activities
Dividend received 2,915,002 3,080,530
Interest received 88 32,322
Net cash flow from investing activities 2,915,090 3,112,852
Financing activities
Proceeds from long-term borrowings 200,000 3,763,899
Repayment of long-term borrowings (3,157,045) (7,312,689)
Interest paid (120,467) (1,137,598)
Net cash flow from financing activities (3,077,512) (4,686,388)
Net decrease in cash and cash equivalents in the year (26,507) (1,136,137)
Cash and cash equivalents at the beginning of the year 72,951 1,209,088
Cash and cash equivalents at the end of the year 46,444 72,951
CATALYST MEDIA GROUP PLC
Report and financial statements for the year ended 31 March 2010
Notes to the financial statements
1. Investment in associateYear Ended 31 March 2010 Share of net assets Fair Value of Intangibles Total
Group Group Group
£ £ £
Cost
At 1 April 2009 8,064,740 21,178,041 29,242,781
Share of profit 3,812,224 - 3,812,224
Share of other comprehensive income (184,655) - (184,655)
Dividend received (2,915,002) - (2,915,002)
At 31 March 2010 8,777,307 21,178,041 29,955,348
The Group's interest in the associate, Satellite Information Services (Holdings) Limited, a company incorporated in
Great
Britain, (SIS) is held by Alternateport Limited. Alternateport Limited holds an investment of 20.54% in the equity share
capital of SIS and is entitled to appoint a director and alternate director to the SIS board. This right has been
exercised
since acquisition. Alternateport Limited is a wholly owned subsidiary of Catalyst Media Holdings Limited a wholly owned
subsidiary of the Company. The intangible assets recognised upon acquisition of the Group's interest represent customer
contracts and goodwill. These are subject to an annual impairment review.
Share of profit of associate 2010 SIS Total£'000 2010 CMG share£'000 2009As restatedCMG
share£'000
Revenue:
UK racing 119,108 24,465 23,383
SIS live services 55,618 11,424 11,431
Other services 23,473 4,821 4,815
Total revenue 198,199 40,710 39,629
Operating profit from ongoing operations (i) 26,567 5,457 5,506
Operating profit /(loss) from acquisitions - - (744)
26,567 5,457 4,762
Net interest payable (1,451) (298) (79)
Gain on disposal of subsidiary 987 203 -
Profit before tax 26,103 5,362 4,683
Taxation (7,543) (1,550) (1,280)
Share of profit after taxation 18,560 3,812 3,403
Net income from associate 18,560 3,812 3,403
Other comprehensive income:
Actuarial (loss)/gain (1,249) (257) 16
Deferred tax 350 72 (5)
(899) (185) 11
Share of net assets and liabilities of associate
Net assets (i) 141,211 29,005 20,535
Net liabilities (i) (98,478) (20,228) (12,379)
Net equity 42,733 8,777 8,156
Other adjustments - - (91)
42,733 8,777 8,065
(i) The financial results for SIS are taken from its latest accounts to 31 March 2010, adjusted in order to
align
the accounting policies of SIS (whose accounts are prepared under UK GAAP) and CMG (whose accounts are prepared under
International Financial Reporting Standards). Adjustments have been made in respect of the amortisation of goodwill and
the
recognition of the fair value of derivatives held by SIS as at the balance sheet date. The net effect of these
adjustments
is to increase the value of the investment in associate in the financial statements by £681k (2009: £300k).
The Group has restated its financial statements with respect to the above alignment of accounting policies, details of
which are set out on note 28 to the accounts.
Year Ended 31 March 2009 (As restated) Share of net assets Fair Value of Intangibles Total
Group Group Group
£ £ £
Cost
At 1 April 2008 7,731,111 21,178,041 28,909,152
Share of profit 3,402,657 - 3,402,657
Share of other comprehensive income 11,502 - 11,502
Dividend received (3,080,530) - (3,080,530)
At 31 March 2009 8,064,740 21,178,041 29,242,781
2. Revenue
An analysis of the Group's revenue is as follows:
2010£ 2009£
Business administrative services 43,909 92,392
Total revenue 43,909 92,392
3. Earnings per share (diluted and undiluted)
The calculation of the basic earnings per share is based upon the net profit after tax and minority interests
attributable
to ordinary shareholders of £4,021,988 (2009: £2,754,098) and a weighted average number of shares in issue for the year
of
28,143,197 (2009: 28,143,197).
The calculation of the basic earnings per share arising in respect of continuing operations is based upon the net profit
after tax and minority interests attributable to ordinary shareholders of £4,021,988 (2009: £2,536,720) and a weighted
average number of shares in issue for the year of 28,143,197 (2009: 28,143,197).
The calculation of the basic earnings per share arising from discontinued operations (note 4) is based upon the net
profit
after tax and minority interests attributable to ordinary shareholders of £nil (2009: £217,378) and a weighted average
number of shares in issue for the year of 28,143,197 (2009: 28,143,197).
Diluted earnings per share
The share warrants referred to in note 19 are not dilutive and subsequent to the balance sheet date, have lapsed.
Reconciliation of shares in issue:
Year ended 31 March Year ended 31 March
2010 2009
Weighted average number of shares in issue 28,143,197 28,143,197
28,143,197 28,143,197
4. Interest-bearing loans and borrowings
Non-current Non-current
Group Group
£ £
2010 2009
Bank loan 606,854 3,763,899
Bank revolving credit facility 200,000 -
806,854 3,763,899
On 9 October 2008, Catalyst Media Holdings Limited refinanced its loan with National Westminster Bank Plc which is due
to
be repaid no later than 31 December 2011. Interest is rolled up into the loan balance and is payable at 3% margin above
LIBOR. The Group is required to apply all SIS dividends received against this loan in priority to other uses. The loan
is
also secured by a fixed and floating charge over the Group's assets.
The loan facility includes a further revolving credit facility of £500,000 available to the Group up until 31 December
2011. As at the year end £200,000 had been drawn down by the Group.
5. Restatement
The Group has restated its financial statements as at 31 March 2009 as a result of a material prior period misstatement.
The Group's equity accounted associate SIS prepares its financial statements in accordance with UK GAAP. The adjustments
required as a result of the alignment of accounting policies between SIS and CMG has given rise to the restatement as
detailed below.
The Group's opening retained earnings as at 1 April 2009 have been increased by £299,884 from the previously reported
figure of £25,145,127.
Effect on Balance Sheet As previously stated As restated Restatement
2009 2009 2009
£ £ £
Investment in associate 28,942,897 29,242,781 299,884
Retained earnings (25,145,127) (24,845,243) 299,884
Increase in equity (25,145,127) (24,845,243) 299,884
Effect on Income Statement As previously stated As restated Restatement
2009 2009 2009
£ £ £
Increase in share of profit from 3,102,773 3,402,657 299,884
equity accounted investment
Increase in profit for the year from continuing operations 3,102,773 3,402,657 299,884
Effect on Earnings per share As previously stated As restated Restatement
2009 2009 2009
p p p
Earnings per share 8.8 9.8 1.0
There was no cash flow impact as a result of the restatement. Additionally, there was no material difference arising
from
the above restatement of the Group's Statement of Financial Position as at 1 April 2008 compared with that previously
reported as at 31 March 2008. Therefore no Statement of financial position as at 1 April 2008 has been prepared.
6.#Basis of preparation and significant accounting policies
These consolidated financial statements of Catalyst Media Group plc have been prepared in accordance with accepted
International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS) and International
Financial
Reporting Interpretations Committee (IFRIC) interpretations (collectively "IFRSs") as adopted for use in the European
Union
and as issued by the International Accounting Standards Board and with those parts of the Companies Act 2006 applicable
to
companies reporting under IFRS.
Catalyst Media Group plc is a publicly limited company registered in England and Wales where it is domiciled for tax
purposes.
The financial statements are prepared under the historical cost convention.
7. Publication of non statutory accounts
The summary accounts set out above do not constitute statutory accounts as defined by Section 240 of the UK Companies
Act
1985. The consolidated balance sheet at 31 March 2010 and the summarised consolidated statement of comprehensive income
and the summarised consolidated cash flow statement for the year then ended have been extracted from the Group's 2009
statutory financial statements upon which the auditors' opinion is unqualified. The results for the year ended 31 March
2010 have been extracted from the statutory accounts for that period, which contain an unqualified auditors' report.
8. Annual Report
The Annual Report for the year ended 31 March 2009 will be posted to shareholders today and will also be available from
the
Company's website www.cmg-plc.com. The Annual General Meeting will be held at 9.30am on Friday 17th September at the
office
of Bircham Dyson Bell LLP, 50 Broadway, London SW1H 0BL.
This information is provided by RNS
The company news service from the London Stock Exchange
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