Interim Results
Parallel Media Group PLC
19 August 2004
19 August 2004
Parallel Media Group plc
Interim Results for the 6 months ended 30 June 2004
Chairman's statement
Highlights
- 49.9% ownership gained of Asian PGA Tour and all commercial contracts
- Completion of the US$3 million working capital facility from Bumiputra
Commerce Bank.
- Update on issues raised in 31 December 2003 audit opinion
- Charles Perring appointed as Director of Golf (ex-PGA European Tour)
Following the recent publication on 30 June of Parallel Media Group plc's ('PMG'
or the 'Group') accounts for the period ended 31 December 2003 I am pleased to
announce the unaudited results of the six month period ending 30 June 2004.
Since the full year end events that have strengthened the Company's position
have been covered in my earlier Chairman's Statement, however it is worthwhile
to note the points below.
On 16th March 2004 Parallel Media Asia (2003) Limited ('PMA') acquired the
remaining 50% interest in Asian PGA Tour Limited ('ATL') which it did not
already control from World Sport Group (Asia) Limited ('WSG') and Seamus
O'Brien. The Group now has an effective ownership of 49.9% of ATL. WSG's
nominated directors (Seamus O'Brien and Tony Morgan) resigned from the board of
ATL under the terms of the Acquisition.
The consideration for the acquisition was US$500,000 in cash (paid 50% on 29
June 2004 and 50% payable no later than 1 December 2004). In addition, on
completion of the acquisition, ATL transferred to WSG all commercial contracts
relating to the Dynasty Cup and Volvo Masters of Asia events. PMG also agreed to
cause the repayment to the WSG companies of all shareholder loans and current
trading debts owed to them by ATL, PMG and its subsidiaries, totalling
US$1,269,237. Of this, approximately US$1,218,000 was paid before 30 June 2004
and the remaining amount is to be no later than 1 September. PMG has also
committed to WSG that it will procure that all liabilities of ATL to its
creditors as at 10 March 2004 will be satisfied in full in due course.
ATL continues to promote the Carlsberg Malaysian Open, Caltex Masters presented
by Carlsberg, TCL Classic and Omega Hong Kong Open.
- PMG has completed the US$3 million working capital facility from Bumiputra
Commerce Bank.
- The qualified audit opinion given in the Group's annual report and accounts
for the period ended 31 December 2003 amongst other matters referred
specifically to the accounts of ATL. The financial statements for the period
ended 31 December 2003 of ATL have now been audited and issued and no changes
were necessary to be made to the unaudited financial statements which were
consolidated within the Group's 31 December 2003 accounts.
- Parallel Media (Americas) Inc, a subsidiary of the Company, in line with a
long standing agreement has transferred 5% of the share capital of PGAA Media
Limited to Aaron Davidson, a Director of PGAA Media Limited.
- I am pleased to announce the appointment of Charles Perring as Director of
Golf (a non board appointment). Charles joins the Company with many years of
experience for working with the PGA European Tour.
Outlook
With the rights contracts, agreement with the PGA European Tour for the creation
of an Asian Series, sponsorship and promoters agreement with the Ladies European
Tour and the Master Rights Agreement for the commercial and TV rights for the
Tour de Las Americas now fully in place, the Group can now move forward and
create value from its portfolio of long term unique golfing assets. Now PMG is
back on a firm footing in terms of contracts and their ownership our aim is to
return to profit by 2005 and to establish the Group as one of the leading
players in international golf.
The Board comprises of Tan Sri Mohd Razali Abdul Rahman who will take over as Non Executive Chairman post the AGM
leaving myself to take on the new role as Group President and Chief Executive and Keld Kristiansen remaining as Managing
Director of Parallel Media Asia. As of 30 June 2004, Graham Axford has relinquished his executive role as Group Managing
Director and has accepted the Board's invitation to remain as a consultant to the Company, representing PMG as Director
on the Boards of PGAA Media and Parallel Media Italia.
David Ciclitira
Chairman
19 August 2004
Financial Report
Overview to 30 June 2004
In the 6 months ended 30 June 2004 the Group shows a retained loss of £892,000.
The basic loss per share for the period was 4.02p, against a prior period loss
per share of 9.42p. The Group balance sheet shows £7,000 of cash, it should be
noted however that this was prior to the Company securing a $3 million facility
with Bumiputra Commerce Bank. The net liability position of the Group at the
period end was £2,280,000, this includes the convertible loans and share holder
loans totalling £3,605,000.
Accounting Review
On 16 March 2004 Parallel Media Asia (2003) Limited (PMA) purchased the
remaining 50% of the share capital in Asian PGA Tour Limited (ATL). Therefore
from this date ATL is treated as a 100% subsidiary of PMA.
In the consolidated Group accounts for the period ended 31 December 2003 PMA was
treated as a 50% subsidiary. In March 2004 the voting rights on the PMA board
were altered resulting in the Group no longer having control of the PMA board,
because of this from March 2004 PMA has been treated as an associated
undertaking of the Group and not a subsidiary company. This means that the
Group's profit and loss account from March 2004 no longer shows any revenue in
relation to PMA or ATL.
Turnover
The turnover for the period was £2,584,000 compared to a turnover of £4,216,000
in the prior period. The reduction was due to the fact that as PMA is treated
as an associated undertaking from March 2004, the Group's turnover does not
include the 20% sales commission that it earned from the 2004 Singapore Masters.
It also does not include any share of the revenue earned by ATL from this
event, in 2003 the Group's turnover would have included 50% of ATL's revenue
from the 2003 Singapore Masters.
It should be noted that between September 2003 and March 2004 PMA earned a 20%
commission from ATL sponsorship sales and PMG received a management fee from PMA
based upon 25% of the commission earned by PMA. From April 2004 the commission
earned from ATL sponsorship sales will be split between PMG and PMA, PMA will
receive 11% of gross sponsorship revenues and PMG 9%, PMG however will no longer
receive a management fee from PMA. Due to the timing of the ATL golf events no
commission was earned by PMG under the new arrangement in the 6 months ended 30
June 2004 but will be received in the 6 months to 31 December 2004 and beyond.
Loss for the financial period
Up to March 2004 the administrative expenses included all of PMA's costs as it
was treated as a 50% subsidiary, from March PMA has been treated as an associate
and the Group's share of its operating loss is included below operating profit
in the profit and loss account. The share of loss in joint ventures line in the
profit and loss account relates to the Group's share of ATL's loss for the
period to March 2004, after this time ATL's results are included along with PMA
under share of operating loss in associates.
Consolidated profit and loss account for the 6 months ended 30 June 2004
__________________________________________________________________________________________
6 months ended Period ended Period ended
30 June 30 June 31 December
2004 2003 2003
(unaudited) (unaudited) (audited)
Note £'000 £'000 £'000
Turnover: Group and share of joint venture 2,584 4,216 7,545
Less share of turnover of joint venture (723) (2,134) (3,439)
Turnover 1,861 2,082 4,106
Cost of Sales (1,242) (1,045) (1,928)
Gross profit 619 1,037 2,178
Administrative Expenses (1,150) (2,557) (5,380)
Other operating Income - - -
Operating loss before goodwill amortisation and
exceptional items (531) (725) (2,793)
Administrative expenses - exceptional - (795) (409)
Operating loss (531) (1,520) (3,202)
Share of operating loss in joint ventures (226) (479) (2,566)
Share of operating (loss)/profit in associates (192) 12 314
Exceptional items - profit on sale of - - 247
subsidiary
Exceptional items - loss on sale of associated
undertaking - - (180)
Loss on ordinary activities before interest
and tax (949) (1,987) (5,387)
Interest receivable - 2 -
Amounts written off investments - (81) -
Interest payable (57) (28) (147)
Loss on ordinary activities before tax (1,006) (2,094) (5,534)
Tax on loss on ordinary activities - - (3)
Loss on ordinary activities after tax (1,006) (2,094) (5,537)
Minority interests 114 6 1,192
Loss for the financial period (892) (2,088) (4,345)
Loss per share
- basic and diluted 2 (4.02p) (9.42p) (19.57p)
- adjusted 2 (4.02p) (5.83p) (17.95p)
The 30 June 2003 comparatives are for the period 23 January 2003 to 30 June
2003, the 31 December 2003 comparatives are for the period 23 January 2003 to 31
December 2003.
Consolidated balance sheet as at 30 June 2004
__________________________________________________________________________________________
30 June 30 June 31 December
2004 2003 2003
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Fixed assets
Intangible assets - - -
Tangible assets 78 103 89
Joint venture - share of gross assets - 829 705
Joint venture - share of gross - (2,254) (2,474)
liabilities
Goodwill in joint venture - 3,403 1,817
- 1,978 48
Investments 1,206 429 224
1,284 2,510 361
Current assets
Debtors - Due within one year 1,363 3,494 1,130
- Due after one year 1,750 - 2,000
3,113 3,494 3,130
Cash 7 - 565
3,120 3,494 3,695
Creditors: amounts falling due
within one year (2,923) (4,778) (3,514)
Net current assets/(liabilities) 197 (1,284) 181
Total assets less current liabilities 1,481 1,226 542
Creditors: amounts falling due
after one year (3,605) - (2,401)
Provisions for liabilities and
charges
Associates (156) (312) (156)
Net liabilities (2,280) 914 (2,015)
Capital and reserves
Called up share capital 1,110 1,108 1,110
Share premium account - - -
Other reserves 5,591 5,591 5,591
Profit and loss account (8,895) (5,803) (7,984)
Shareholders' funds - equity (2,194) 896 (1,283)
Minority interest - equity (86) 18 (732)
(2,280) 914 (2,015)
Notes forming part of the interim results for the period ended 30 June 2004
1. Accounting policies
The interim results have been prepared on the basis of the accounting policies
as set out in the Group's 31 December 2003 statutory accounts.
The comparative figures show above for the period ended 31 December 2003 do not
constitute statutory accounts as they have been extracted from the statutory
accounts which have been filed with the Registrar of Companies. The auditors'
report on those financial statements which was issued on 30 June 2004 contained
a disclaimer on view given by the financial statements and contained a reference
to a fundamental uncertainty, details of which are shown below.
'Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the company's and
group's circumstances, consistently applied and adequately disclosed.
We planned our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularity or error. However,
throughout the period under review, there has been an history of significant
dispute between the two major shareholders, which affected Asian PGA Tour
Limited ('ATL') the Group's joint venture, which is its main business. Since the
period end, the dispute has been finally settled and the issues of control over
this business have been resolved. In connection with this, the evidence
available to us in respect of ATL was limited. We have been unable to carry out
all the audit procedures that we consider necessary and as stated in note 1,
draft unaudited financial statements of ATL have been consolidated. In addition,
we have been unable to carry out the audit procedures that we consider necessary
in the case of certain other minor group entities. In these cases the Group has
consolidated unaudited management information. In respect of ATL we have been
unable to carry out the audit procedures we consider necessary in respect of
turnover of approximately £3.4 million, losses of approximately £0.9 million and
net liabilities of approximately £0.6 million and in the case of the unaudited
management information we have been unable to carry out the audit procedures we
consider necessary in respect of turnover of approximately £50,000, profits of
approximately £0.3 million and net liabilities of approximately £11,000. The
above mentioned amounts are included in the Group's continuing operations
turnover of approximately £7.8 million, the group's losses from continuing
operations of approximately £4.3 million and the Group's net liabilities of
approximately £2 million respectively.
Independent auditor's report to the members of Parallel Media Group plc
(continued)
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the financial statements.
Fundamental uncertainties
In forming our opinion, we have considered the adequacy of the disclosures made
in note 1 of the financial statements concerning the uncertainty over the going
concern basis of accounting and of the disclosures made in note 16 concerning
the uncertainty over the recoverability of the amounts owed by the joint
venture. In view of the significance of these uncertainties we consider that
they should be drawn to your attention, but our opinion is not qualified in this
respect.
Opinion: disclaimer on view given by financial statements
Because of the possible effect of the limitation in evidence available to us, we
are unable to form an opinion as to whether the financial statements give a true
and fair view of the state of the Company's and Group's affairs as at 31
December 2003 or of its loss for the period ended. In all other respects, in our
opinion the financial statements have been properly prepared in accordance with
the Companies Act 1985.
In respect alone of the limitation of our work relating to the Group's joint
venture and certain subsidiary companies:
- - we have not obtained all the information and explanations that we
considered necessary for the purposes of our audit; and
- - we were unable to determine whether proper accounting records had been
maintained.'
The accounting policies included in the financial statements for the period
ended 30 June 2004 included the following basis of preparation note.
'Basis of preparation - Going concern
The financial statements have been prepared on a going concern basis, which
assumes that the Group will continue in operational existence for the
foreseeable future.
The directors have recently negotiated a bank facility for a revolving credit
line of $3 million to provide for the general working capital requirements of
the Group. The formal documentation of this facility has yet to be completed.
The going concern basis is dependent on this facility being satisfactorily
secured and the material achievement of the Group's trading plans.
The financial statements do not include any adjustments that would be required
if the bank facility was not available or if the trading plans were not
materially achieved.
The directors are confident that the facility will be successfully executed and
that the trading plans are achievable.'
It should be noted that the $3 million bank facility referred to above has been
secured post 30 June 2004.
These interim results are unaudited and do not constitute statutory accounts.
2. Loss per share
(i) Basic 6 months ended Period ended Period ended
30 June 2004 30 June 2003 31 December 2003
(unaudited) (unaudited) (audited)
Loss for the financial period (£892,000) (£2,088,000) (£4,345,000)
Number of shares in issue (weighted average as adjusted
for
the capital reorganisation in January 2003) 22,203,505 22,166,740 22,203,505
Loss per share (4.02p) (9.42p) (19.57p)
(ii) Diluted
Diluted loss and earnings per share is calculated on the same basis as basic
loss and earnings per share because the effect of the potential ordinary shares
(share options) reduces the net loss per share and is therefore anti-dilutive.
(iii) Adjusted earnings per share
The adjusted earnings per share figure shown below is calculated on attributable
profit excluding goodwill, discontinued operations, exceptional items included
in administrative expenses, and exceptional items included after operating
profit. This calculation has been used as it is deemed to give a more
appropriate indication of the earnings of the continuing operations of the
Group.
6 months ended Period ended Period ended
30 June 2003 30 June 2003 31 December 2003
(unaudited) (unaudited) (audited)
Earnings EPS Earnings EPS Earnings EPS
£'000s Pence £'000s Pence £'000s Pence
Basic loss per share (892) (4.02p) (2,088) (9.42p) (4,345) (19.57p)
Administrative expenses - Exceptional - - 795 3.59p 409 1.84p
Discontinued operations - - - - (49) (0.22p)
Adjusted loss per share (892) (4.02p) (1,293) (5.83p) (3,985) (17.95p)
3. Other
Copies of unaudited interim results have not been sent to shareholders, however
copies are available on request from the Company Secretary at the company's
Registered Office: 56 Ennismore Gardens, London SW7 1AJ.
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