Final Results

RNS Number : 6589R

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 31^st 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 31^st March 2010 during our current financial year to 31^st 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 31^st 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 31^st 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 17^th 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

25^th 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 £	2009 As 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 £	2009 As 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 associate Year 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	2009 As restated CMG 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 17^th September at the office of Bircham Dyson Bell LLP, 50 Broadway, London SW1H 0BL.

 

END

 

 

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