Final Results

MediaZest plc (the "Company") Final results for the year to 31 December 2008 The Board of the Company announces that it has today posted the Annual Report and Financial Statements for the year to 31 December 2008 to all shareholders. A copy of the report and accounts is also available from the company's registered office and from the Company's web site, www.mediazest.com. Contact: Geoff Robertson, Chief Executive Officer 020 7724 5680 MediaZest plc Liam Murray / Jo Turner 020 7492 4777 Dowgate Capital Advisers Limited CHAIRMAN'S STATEMENT Introduction The results for MediaZest plc (the "Group") for the year to 31 December 2008 incorporate the results of its subsidiaries, all of which are wholly owned. Results for the Period and Key Performance Indicators Turnover for the year was £4,424,000 (2007 - £3,857,000), cost of sales was £ 2,846,000 (2007 - £2,328,000) and the Group made a loss for the year, after taxation, of £605,000 (2007 - £497,000) after paying interest of £7,000 (2007 - £2,000) and having paid administrative expenses of £2,176,000 (2007 - £ 2,024,000). The loss for the year included £91,000 of costs written off relating to previous years, predominantly bad debts and slow moving stock. The basic loss and diluted loss per share was 3 pence (2007 - 2 pence). The Group had cash in hand £102,000 (2007 - £34,000) at the year end, and an invoice discounting facility over the debtors of Touch Vision of which £220,000 was in use at the year end date. In addition the Group had a loan from a shareholder of £85,000 at this time. As at 18 June 2009, the Group has net cash balances of £32,600 and an unused overdraft facility with Touch Vision of up to £100,000 and £94,700 outstanding under the invoice discounting facility which has a current maximum limit of £ 350,000. £47,500 of the loan from the shareholder has been repaid leaving a current outstanding balance of £37,500. Finally, post year end the Group has also secured an invoice discounting facility with two parties over the debtors of MediaZest Ventures, with £93,241 of funds currently in use. Overview The Group continued to increase revenue during the year, with a 15% growth rate. However, this revenue growth was not as strong as anticipated or the business plan required and whilst margins were maintained, administrative costs were too high to be supported by this level of activity, resulting in continuing losses during the financial year. After a difficult first six months of the year, the second half of 2008 showed progress. Excluding write offs from previous periods, EBITDA for July to December 2008 was a loss of £107,000 which is a significant improvement on previous results although still reveals much work to do. Therefore, in view of continuing losses and the repeated failure of large scale opportunities within the sector as a whole to materialise, the Directors recognise that further cost cutting and reorganisation is required. As result the Board have instigated and executed a restructuring plan to reduce administrative overhead to £1.5m in 2009 with further reductions as deemed necessary thereafter. Although the second half of 2008 saw an improvement in our turnover, the first half of 2009 has seen a drop in activity as a consequence of the economic downturn and in particular its impact on the retail sector. In anticipation of this we began restructuring and cutting costs in October 2008 and continued with further cuts in 2009, with the situation constantly monitored. In view of the Group's situation and the market currently faced, the Directors have been discussing options to restore shareholder value with a number of parties. As a consequence, the Group will hold a General Meeting on 6th July 2009 in order for the Board to request powers to restructure share capital and issue new equity in order to be in a position to raise further capital as and when appropriate. Given our progress in the second half of 2008 we believe that when macroeconomic conditions improve, we will be in a better position to develop our offering further. MediaZest Ventures The ongoing demonstration of the Company's concept over the past 2 years led to an increasing number of customer sites in 2008. We have seen customers progress from testing our technology in single sites, to proving the concept over a handful of stores and then developing further to up to a dozen during the second half of the year. In particular following a successful trade exhibition and marketing campaign in Summer 2008, we acquired some high profile new clients. With several of these we have developed both a variety of sites and also executed repeat campaigns thereby improving the quality of earnings. We install, typically, the audio visual infrastructure for these customers and then use its flexibility to provide a variety of dynamic, creative campaign led installations. The appeal of this offering is evident in the amount of repeat business we are beginning to get. Although marketing budgets have tightened considerably in 2009, the existence of these installations has enabled us to continue generating revenue from these clients even in the first quarter. Also for the first time, our growing site numbers have enabled us to sign up a number of customers to service and maintenance contracts, again improving quality of earnings. In response to the economic downturn we have revisited our pricing structure and product range in order to offer our retail clients even more value for money. The Board expect revenues to increase in the second half of 2009 partly as a result of this, and in line with the usual cyclical nature of this business. Touch Vision 2008 was another robust year within our Education division. Under one of our tender contracts the Group was pleased to undertake our largest ever University project, a £700,000 refit at London Metropolitan University in the first half of the year. Our delivery on this project was of a high standard and led to significant further orders from the same client during the remainder of the year. TouchVision also developed a number of clients in its Education portfolio with repeat orders and projects based on engineering excellence. It continues to have a strong reputation within the industry. We have maintained a number of long standing relationships, with a variety of customers, in the retail sector. The longevity of many of TouchVision's key client relationships has undoubtedly helped the Company's performance in the first half of 2009 although it too has seen a reduction in revenues as a result of the economic downturn and reductions in client budgets. The Future Trading conditions remain very challenging, but as the year has progressed we have received ongoing enquiries in MediaZest Ventures and with the second half of the year approaching we anticipate an increase in sales as we move towards Christmas. In the current economic climate, it is more vital than ever for our clients to attract customers as effectively as possible. Therefore, there remains a valid reason for retailers to continue to utilise our services particularly now that we have launched a range of lower priced products. TouchVision continues to operate in a difficult market but has already won three large contracts in the region of £100,000 or greater this year. In order to both maintain and develop the business, the Board believes it is necessary to raise further funding and has been discussing various options with existing shareholders and several interested third parties. The Board hopes to be able to announce additional funding from one or more of these sources in the second half of 2009. The restructuring programme has been executed and will give the Group a significantly reduced cost base (in excess of 30% year on year). The Board has put various initiatives in place to mitigate against this having a negative impact upon the ability of the Group to generate revenue. However, subject to future trading conditions, further cost reductions may become necessary. As we move forward, the initiatives referred to above along with a growing blue chip client base and improvement in quality of earnings combined with the reduced cost base will leave us in a better position to move the business forward. Lance O'Neill Chairman CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 2008 2007 £'000 £'000 Revenue 4,424 3,857 Cost of sales (2,846) (2,328) Gross profit 1,578 1,529 Administrative expenses (2,176) (2,024) Operating loss (598) (495) Finance costs (7) (2) Loss on ordinary activities before (605) (497) taxation Tax on loss on ordinary activities - - Loss on ordinary activities after taxation (605) (497) Loss per ordinary 10p share Basic (£0.03) (£0.02) Diluted (£0.03) (£0.02) CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2008 2008 2007 £'000 £'000 Non-current Assets Goodwill 2,772 2,772 Property, plant and 87 107 equipment Total Non-current Assets 2,859 2,879 Current Assets Inventories 107 172 Trade and other receivables 617 1,052 Cash and cash equivalents 102 34 Total Current Assets 826 1,258 Current Liabilities Trade and other payables (1,055) (917) Current tax liability (110) (95) Total Current Liabilities (1,165) (1,012) Net Current (Liabilities) / (339) 246 Assets Net Assets 2,520 3,125 Equity Share capital 2,283 2,283 Share premium account 3,211 3,211 Share options reserves 7 7 Retained earnings (2,981) (2,376) Total equity 2,520 3,125 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2008 Share Share Share Retained Total Options Capital Premium Reserves Earnings Equity £'000 £'000 £'000 £'000 £'000 Balance at 1 January 2007 2,283 3,211 5 (1,879) 3,620 Loss for the year - - - (497) (497) Total recognised income and expenses - - - (497) (497) for the year Share based payments - - 2 - 2 Balance at 31st December 2007 2,283 3,211 7 (2,376) 3,125 Loss for the year - - - (605) (605) Total recognised income and expenses - - - (605) (605) for the year Share based payments - - - - - Balance at 31st December 2008 2,283 3,211 7 (2,981) 2,520 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 2008 2007 £'000 £'000 Cash Flows from Operating Activities Cash used in operations (118) (470) Net cash (used in) operating activities (118) (470) Cash Flows from Investing Activities Purchase of property, plant and equipment (27) (67) Proceeds from disposal of property, plant and - 4 equipment Net cash (used in) investing activities (27) (63) Cash Flow from Financing Activities Invoice discounting facility 220 - Interest paid (7) (2) Net cash generated from / (used in) financing 213 (2) activities Net increase / (decrease) in cash and cash 68 (535) equivalents Cash and cash equivalents at beginning of year 34 569 Cash and cash equivalents at end of year 102 34 Notes: 1. Basis of preparation The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2008 or 2007 within the meaning of section 240 of the Companies Act 1985. Statutory accounts for 2007 have been delivered to the registrar of companies and those for 2008 will be delivered in due course. The auditors have reported on the accounts for the year ended 31 December 2008; their report was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. Their report did include reference to matters to which they drew attention by way of emphasis without qualifying their report in respect of the uncertainty surrounding the ability of the Company and Group to continue as going concerns which is explained in more detail in Note 2 below. The auditors have reported on the accounts for the year ended 31 December 2007: their report was unqualified, and did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. MediaZest plc has produced its statutory accounts for the year ended 31 December 2008 in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and in accordance with the Group's accounting policies as set out in the 2007 statutory accounts. The financial statements have been prepared under the historic cost convention unless otherwise stated. 2. Going Concern In view of the losses and cash outflows incurred by the Group, the Directors have carefully considered the going concern assumption on the basis of financial projections and the factors outlined below, and existing debt based facilities.. The Directors have considered financial projections based upon known future invoicing, existing contracts, pipeline of new business, previous experience in the various markets in which it operates and the seasonal nature of each of these markets. In addition these forecasts have been considered in light of the global recession and the decline in Group turnover in the first half of the year. They also reflect the significant cost restructuring that has been undertaken in the final quarter of 2008 and the first half of 2009 as a response to these conditions. These forecasts indicate that the company will generate sufficient cash resources to meet its liabilities as they fall due over the 12 month period from the date of the approval of the accounts. However, the Board believes it is necessary and prudent to raise further funding due to historical losses and the inherent uncertainty in forecasting future revenue, and in particular the timing of such revenues in the current economic climate. As such it issued a circular to Shareholders on 12 June 2009 to request powers to re-organise the share capital of the Company and furthermore powers to raise share capital. Over the past six months the Board has engaged in a number of discussions with interested parties and existing shareholders to this end and believe this will be achieved in the second half of 2009. As a result the directors consider that it is appropriate to draw up the accounts on a going concern basis. Accordingly, no adjustments have been made to reflect any write downs or provisions that would be necessary should the Group prove not to be a going concern, including further provisions for impairment to goodwill and investments in Group companies. 3. Loss per ordinary share 2008 2007 £'000 £'000 Losses Losses for the purposes of basic and diluted 605 497 earnings per share being net loss attributable to equity shareholders Number of shares Weighted average number of ordinary shares 22,825,327 22,825,327 for the purposes of basic earnings per share Number of dilutive shares under option or - - warrant Weighted average number of ordinary shares 22,825,327 22,825,327 for the purposes of dilutive loss per share Basic loss per share is calculated by dividing the loss attributed to ordinary shareholders of £605,000 (2007: £497,000) by the weighted average number of shares during the year of 22,825,327 (2007: 22,825,327). The diluted loss per share is identical to that used for basic loss per share as the exercise of warrants and options would have the effect of reducing the loss per share and therefore is not dilutive.

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MediaZest (MDZ)
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