Preliminary Results
Catalyst Media Group PLC
05 August 2005
5 August 2005
CATALYST MEDIA GROUP PLC
('CMG' or 'the Company')
PRELIMINARY RESULTS FOR THE YEAR ENDED 31ST OCTOBER 2004
Catalyst Media Group plc, the media company, today announces its preliminary
results for the year ended 31 October 2004, which should be read in conjunction
with the unaudited interim results for the six months ended 30 April 2005 also
announced today.
OVERVIEW
CMG is a media company that manages, produces and distributes high quality
audio-visual content using interactive digital technology. CMG provides clients
with a comprehensive range of professional services to support their online
strategies and is becoming the partner of choice for media companies in the
digitisation and distribution of broadcast content and interactive programme
creation. Additionally, CMG supports corporations and organisations from other
industrial sectors by enabling them to use streaming and download distribution
to support communication with customers, investors and employees.
Furthermore, CMG is a rights holder on its own account specialising in historic
entertainment and educational content, generating revenues from the licensing of
content globally to third parties, from consumer subscriptions, pay-per-view
fees and from advertising revenue.
CHAIRMAN'S STATEMENT
The past financial year has produced a mixture of significant achievement and
disappointment for the Company. We completed the acquisition and integration of
Betelgeuse Productions Inc ('Betelgeuse') and saw our two existing US
subsidiaries, Global Media Services Inc ('GMS') and NPG Inc performing in line
with expectations and were focused on driving the business forward. In May 2004
we changed the name of the group from Newsplayer Group plc to Catalyst Media
Group plc and our ticker symbol from NPG to CMG, to reflect the way our business
had evolved since the launch of Newsplayer.com four years previously and the new
diversity within the group. At the time of our interim report published in June
2004 we announced that, building on our progress in the previous financial year,
we had achieved our target of being profitable on a monthly basis and that we
were on course to make a profit for the financial year ending 31 October 2004.
However, it subsequently became apparent that cost overruns on a television
contract to produce the Champ Car World Race Series by the Company's New York
based television production subsidiary Betelgeuse, meant that we would record a
loss after tax for the year of £2.0 million. In addition to this trading result
we have taken a one-off goodwill impairment charge of £2.2 million. This results
in a loss after tax for the year of £5.4 million on sharply increased turnover
of £7 million compared with a loss after tax for the previous year of £6.3
million on turnover of £0.26 million.
It is important to note that without the impact of the Champ Car contract the
group would have broken even for the financial year as a whole at the EBITDA
level. GMS and NPG Inc continue to grow in line with expectations and Betelgeuse
is now focussing on its production capabilities following extensive
restructuring. In addition, our UK business has signed new distribution deals
for our interactive content channels with NTL, Cinema Now and MSN reflecting
progress in the market for pay content on the Internet which bodes well for the
future.
We also announced in June 2004 that we were in the process of acquiring a 20 per
cent. stake in Satellite Information Services (Holdings) Limited ('SIS') and
that we expected to complete the process in the middle of August 2004. This
acquisition proved much more difficult than we envisaged and it has taken a year
longer than we anticipated to conclude, but I am delighted that we are now able
to provide details of the transaction which are contained in a circular sent to
shareholders today. SIS provides bookmakers with live television pictures, data
display systems and broadcast services. They have over 18 years of expertise in
the industry and now provide their services to the majority of bookmakers in the
UK and Ireland, as well as in many territories in Europe, the Caribbean and Sri
Lanka. SIS produces live coverage of approximately 28,000 horse and greyhound
races a year to approximately 9,500 Licensed Betting Outlets ('LBO's'). SIS also
produces the At The Races channel on the Sky satellite platform and is one of
Europe's largest independent satellite uplink service providers through its SIS
Link operation. SIS generated profit after tax for the financial year 31 March
2004 of £10.3 million (31 March 2003: £9.0 million) and has a history of
sustained growth. I am confident that this acquisition, if concluded, will prove
very beneficial to CMG in terms of both the financial performance and potential
synergies offered by SIS. I would like to pay tribute to the single minded
determination of Paul Duffen, our Chief Executive, who has demonstrated great
tenacity and leadership in bringing the SIS transaction to a conclusion.
Share issues
In February 2004, in connection with the acquisition of Betelgeuse, the Company
raised £2,750,200, before expenses, in additional working capital through a
placing of 13,096,191 new shares with new and existing shareholders.
Board changes
In May 2004 David Wiseman stepped down as Chief Financial Officer and Steven
Smith, previously Deputy Chairman, was appointed Chief Financial Officer. Steven
subsequently resigned from the Board in June 2005 and handed over the CFO role
to Anna Goodsell who will join the Board following completion of the SIS
transaction. In May 2005 Adam Cohen stepped down from the Board to concentrate
on developing GMS the Group's New York based media services business. I thank
David, Steven and Adam for their respective contributions to the Board and
extend my best wishes to Anna for her future with the Group.
Also in May 2004 Michael Rosenberg was appointed to the board as a non-executive
Director. Michael brings with him a wealth of experience having started his
career at Samuel Montagu & Co. Limited, the merchant bank, in 1957 before
joining its board in 1971. In 1974 he co-founded Allied Investments Limited, an
international healthcare group. He was a founding director and shareholder of
TVam, the breakfast channel, and has been a director of David Paradine Limited,
the holding company for Sir David Frost's business interests, since 1974.
Between 1989 and 1999, Michael was a director and subsequent Chairman of Raphael
Zorn Hemsley Holdings plc, now Numis Corporation plc. He has been the chairman
of Pilat Media Global plc, a media software company quoted on AIM, since 2002.
Following completion of the SIS transaction I will step down as Chairman of CMG,
to avoid any conflict with my role as Chief Executive of SIS and I am delighted
that Michael has agreed to become my successor. I have tremendously enjoyed the
last 6 years in my role as Chairman of the Company; I wish Michael and the Board
every success in the future and look forward to working with them in our new
relationship.
The Group has weathered the storm caused by the difficulties in New York. It is
now well placed to benefit from the recent management initiatives and the
anticipated dividend and profit contribution from our investment in SIS. The
future for CMG is very exciting and I look forward to watching its progress.
David Holdgate
Chairman
4 August 2005
CHIEF EXECUTIVE OFFICER STATEMENT
The acquisitions of GMS and Betelgeuse have been significant developments for
the Company and reflect our commitment to building a world class cross platform
digital media business. GMS has shown strong growth and is now well positioned
provide interactive digital video services to the North American motor sport
industry. For the 2004 Champ Car season CMG provided both the television and
Internet production capability through Betelgeuse and GMS respectively. The
problems that Betelgeuse encountered in fulfilling their contract have been well
documented and should not be allowed to obscure the great success of GMS in
developing the Race Director platform which delivers a whole new level of
interaction and control to the motor sport fan. This work was rewarded by
renewal of the Internet production contract for the 2005 season and subsequent
new business wins from three other US motor sport series. Meanwhile Betelgeuse
has been re-structured and is focusing on its core strengths which have seen it
win over 50 Emmy's in the past 20 years.
We have made a sustained investment in our original US subsidiary, NPG Inc.,
over the past year to enable it to develop Footage.net, the world's leading
stock footage portal, into a fully transactional platform. The new environment
will go live in October 2005 and will provide stock footage archives and
production researchers with the first comprehensive exchange to buy and sell
stock footage.
In the UK we are starting to see the genesis of a broadband infrastructure that
will enable IPTV to become reality within the next 3 years and thereby present
an ideal opportunity to exploit the intellectual property assets to which we
have rights. In the short term we are seeing an increase in broadband content
licensing activity and have started to gain recognition in the US by securing
distribution deals with Cinema Now and MSN.
After more than a year since we first announced our intention to buy
Alternateport, (the company that owns 20% of SIS) from United Business Media
plc, we are delighted to have finally concluded negotiations to complete the
transaction. It has proven more difficult and taken much longer than we
anticipated and in the meantime our share price has suffered.
I am firmly of the view that this acquisition will be a truly transforming deal
for CMG.
I am confident that this deal will provide multiple benefits to the Company.
There is a full description of and financial information for the SIS business in
the circular which is being sent to shareholders today. Apart from the
significant financial contribution through the anticipated dividends and profit,
SIS represents an important opportunity for CMG to apply our interactive
technology to the world of horseracing and betting.
I believe that with our experience in the world of live sports streaming gained
in the US with Champ Car and the platform we have built for that purpose we are
ideally positioned to take advantage of developments in the industry that
require the combination of streaming video and real time customer interaction.
One sad consequence of the SIS transaction is that our Chairman, David Holdgate,
who is also Chief Executive of SIS will have to step down from the board of CMG.
I want to thank David for his support over the 6 years that we have worked
together and I am delighted that I will be able to continue our working
relationship by now sitting on his Board. I warmly welcome Michael Rosenberg OBE
to the role of Chairman as David's successor and look forward to taking CMG to
the next level with his help and guidance.
Paul Duffen
Chief Executive Officer
FINANCIAL RESULTS
Consolidated Profit and Loss account
For the year ended 31 October 2004
Note Year ended Year ended
31 Oct 2004 31 Oct 2003
£ £
Turnover
Continuing operations 1 7,044,535 264,522
Cost of sales (6,843,917) (118,485)
---------- ----------
Gross profit 200,618 146,037
Operating expenses (3,359,608) (4,671,569)
---------- ----------
Operating loss (3,158,990) (4,525,532)
Impairment of goodwill (2,194,000) (1,995,234)
Interest receivable 29,195 7,673
Interest payable (80,660) (15,341)
---------- ----------
Loss on ordinary activities before taxation (5,404,455) (6,528,434)
Taxation (1,166) 204,269
---------- ----------
Loss on ordinary activities after taxation (5,405,621) (6,324,165)
========== ==========
Loss per ordinary share 2 (4.02p) (7.88p)
Diluted Loss per ordinary share 2 (4.02p) (7.88p)
Statement of Total Recognised Gains and Losses
For the year ended 31 October 2004
Year ended Year ended
31 Oct 2004 31 Oct 2003
£ £
Loss for the year (5,405,621) (6,324,165)
Currency translation difference 3,063 16,566
--------- ----------
Total recognised losses for the year (5,402,558) (6,307,599)
========= ==========
Consolidated Balance Sheet
As at 31 October 2004
Note At 31 Oct At 31 Oct
2004 2003
£ £
Fixed assets
Intangible assets 5,255,822 3,342,067
Tangible assets 258,216 171,617
---------- ---------
5,514,038 3,513,684
Current assets
Debtors 1,744,291 186,595
Cash at bank 427,160 587,323
---------- ---------
2,171,451 773,918
Creditors: amounts falling due within one
year (6,557,561) (1,896,570)
---------- ---------
Net current liabilities (4,386,110) (1,122,652)
---------- ---------
Total assets less current liabilities 1,127,928 2,391,032
Creditors: amounts falling due after more
than one year (1,012,122) (160,000)
---------- ---------
Total net assets 115,806 2,231,032
========== =========
£ £
Capital and reserves
Called up share capital 3 1,405,099 1,214,624
Shares to be issued 476,000 1012,640
Share premium account 15,303,683 12,775,192
Merger reserve 2,402,674 1,295,676
Profit and loss account (19,471,650) (14,069,092)
---------- ---------
Equity shareholders' funds 115,806 2,229,040
Minority Interests - 1,992
---------- ----------
115,806 2,231,032
========== ==========
Consolidated Cash Flow Statement
For the year ended 31 October 2004
Note Year ended Year ended
31 Oct 2004 31 Oct 2003
£ £
Net cash outflow from operating 4 (2,087,355) (1,355,300)
activities
Returns on investment and servicing of
finance (51,465) (1,013)
Taxation (1,166) 204,436
Capital expenditure and financial (133,806) (76,922)
investment
Acquisitions (141,911) (131,825)
---------- ----------
Cash outflow before financing (2,415,703) (1,360,624)
Financing 2,255,540 1,509,073
---------- ----------
Increase/(decrease) in cash (160,163) 148,449
========== ==========
Notes to the Financial Statements
1. Statement of Accounting policies
The financial statements are prepared in accordance with applicable United
Kingdom accounting standards. The particular accounting policies adopted are
described below.
The accounting policies have been all applied consistently throughout this and
the preceding year.
The financial statements are prepared under the historical cost convention
Going concern
The directors consider it appropriate to prepare the financial information on
the going concern basis as the Group intends to raise additional funds through
an offer for subscription of new ordinary shares and raising of additional debt.
In reaching this conclusion the Directors have assumed that the minimum proceeds
will be £28.75 million and that this will provide sufficient funds to enable
the Group to continue in operational existence for the foreseeable future
namely twelve months from the date of approval of this financial information.
If the fundraising is not successful the directors would need to raise further
funds for the Group to continue as a going concern. The financial statements do
not include any adjustments that would result if this going concern basis was
not appropriate.
Revenue recognition and turnover
Revenue is recognized under an exchange transaction with a customer, when, and
to the extent that, the Group obtains the right to consideration in exchange for
its performance.
Turnover represents amounts derived from the provision of services which fall
within the group's ordinary activities after deduction of trade discounts and
value added tax.
Those provision of services include internet web design, television programme
editing and production, website administration and revenues from streamed
advertising.
2. Loss per share
The calculation of the basic loss per share is based on the weighted average
number of 134,349,876 issued ordinary shares (2003: 80,225,329) and on the loss
attributable to ordinary shareholders of £5,405,621 (2003: £6,324,165).
The diluted loss per share calculation is identical to that used for basic
earnings per share as the exercise of share options would have the effect of
reducing the loss per ordinary share and therefore is not dilutive under the
terms of Financial Reporting Standard 14 'Earnings per share'.
3. Called up Share Capital
Year ended Year ended
31 Oct 2004 31 Oct 2003
£ £
Authorised
200,000,000 (2003: 130,000,000) ordinary
shares of 1 pence each 2,000,000 1,300,000
Called up, allotted and part paid:
140,509,939 (2003: 121,462,443) ordinary
shares of 1 pence each 1,405,099 1,214,624
125,000 Ordinary 1p Shares were issued at a price of 20p per share on 28
November 2003 for total consideration of £25,000 to David Holdgate.
13,096,191 Ordinary 1p Shares were placed on 2 February 2004 at a price of 21p
per share for total consideration of £2,750,200.
In March 2004 the acquisition of Betelgeuse Productions Inc ('BPI') was
completed and 5,826,305 Ordinary 1p Shares were issued on 21 April 2004 at a
price of 20p per share for total consideration of £1,165,261 for the acquisition
of BPI.
At 31 October 2004 there were 9,164,000 (2003: 7,500,000) unapproved share
options outstanding under the Executive Share Option Scheme. There were also
429,800 warrants in issue, exercisable at any time up to and including the date
which falls 28 days after the publication of the Company's final results for the
year ending 31st October 2005.
4. Reconciliation of operating loss to operating cash flows
Year ended Year ended
31 Oct 2004 31 Oct 2003
£ £
Operating loss (5,352,990) (6,520,766)
Write off intangibles 2,194,000 1,995,234
Amortisation of Intellectual Property rights - 555,101
Prepayment write off - 682,058
Depreciation 152,013 92,827
Amortisation of goodwill on acquisition 510,702 65,359
Loss on disposal of fixed assets 803 12,755
Increase in debtors (478,873) 199,019
Increase in creditors 875,955 1,547,567
----------- --------
Increase in minority interest - 1,992
Exchange adjustment 11,035 13,554
----------- ---------
Net cash outflow from operating activities (2,087,355) (1,355,300)
=========== =========
5. Annual Report
The Annual Report has been despatched to shareholders and copies will be
available, free of charge, from the Company's office, 5th Floor, Portland House,
4 Great Portland Street, London W1W 8QJ.
Enquiries:
Paul Duffen, Chief Executive
Catalyst Media Group plc
+44 20 7927 6699
This information is provided by RNS
The company news service from the London Stock Exchange