Final Results
MediaZest plc
09 May 2006
MediaZest Plc (the 'Company' or 'MediaZest')
Preliminary Results for the year ended 31 December 2005
CHAIRMAN'S STATEMENT
Introduction
The results for MediaZest plc (the 'Company' and collectively with the
subsidiary companies, the 'Group') reflect the year to 31 December 2005. They
incorporate the results of its subsidiaries, all of which are wholly owned.
Results for the Period
Turnover for the year was £877,000 (2004 - £nil), cost of sales was £486,000
(2004 - £nil) and the Group made a loss for the period, after taxation, of
£847,000 (2004 - £43,000) after paying interest of £4,000 (2004 - receipt of
£1,000) and having paid administrative expenses of £1,234,000 (2004 - £44,000).
The basic loss and fully diluted loss per share was 6 pence (2004 - 9 pence).
The Group had net cash balances of £1,251,000 (2004 - £529,000) at the year end.
Review of Activities
2005 has been a year of transformation for the Company. I am pleased to be able
to update shareholders on the progress made during a year that saw a successful
flotation on the AIM market, followed by our acquisition of Touch Vision
Limited.
Whilst it is always disappointing to report a loss, the loss for the year of
£847,000 is in line with the Board's expectations and we have worked hard to put
the required infrastructure within the Group in place to meet the growth in the
marketplace that we expect for 2006 and beyond.
Key clients
During the year the Group worked on a wide variety of predominantly blue chip
customer projects. The Group provided a range of innovative installations for
Motorola in the United States and was proud to be invited to provide products at
Motorola's flagship stand at the Consumer Electronics Show in Las Vegas. The
Group also worked on London Fashion Week, and helped Chivas promote its brand
and messaging in nightclubs using the latest digital signage display technology
and specially created content.
Towards the end of 2005 we were involved in a multimedia campaign to launch a
new range of lingerie at C&A's flagship Berlin store and the Group was
responsible for providing a real time life-size holographic display of a woman
modelling the stores products.
Board changes
In March of this year John Lovering resigned as Chairman owing to his other
considerable business commitments. The Board is grateful for his guidance and
the support he gave the Company. I have assumed the position of Chairman until
such time as a suitable new Chairman is appointed.
I would also like to announce further changes to the Board. Tony Moore will be
stepping down from his position as Executive Vice-Chairman of the Company and
Nigel Duxbury will be stepping down as Finance Director. The Board thanks them
both for their substantial contribution.
I am pleased to welcome to the Board Geoff Robertson, who has moved from Group
Financial Controller to Group Finance Director. Geoff joined us last year and
has a wealth of experience, most recently with Lewis Communications Limited and
Sony Music.
Touch Vision Limited
The addition of Touch Vision to the Group was particularly important. We now
have the benefit of more than 30 years of design, service and installation
experience to match the innovative technology products and methodologies the
Company employs.
I am happy to report that Touch Vision is now fully integrated into the Group,
and that the Group is experiencing the benefits and synergies of the
acquisition.
Touch Vision has maintained a strong presence across the sectors it works in.
The education sector in particular had a strong year. In the corporate and
retail sectors Touch Vision continued its 13 year history of working with HMV,
the Group's relationships with Electronic Arts grew and we secured new work with
clients such as Estee Lauder, the Co-Operative Group supermarkets, Adecco and
Harveys furniture stores.
The combination of Touch Vision's history of providing high quality audio-visual
installations and supply services and the new opportunities its association with
MediaZest plc provides, means that 2006 is shaping up to be one of the most
exciting years in Touch Vision's history.
Licences and agreements
During 2005 the Group continued to increase the number of licences and
agreements it has to utilise third party technologies. In particular the Group
is pleased with the development of its relationship with 3M in the United
Kingdom.
The Group's initial agreement with 3M has led to the Group's appointment as a
Certified Value Added Reseller for all 3M digital display products. 3M's
digital signage software is one of the most advanced and reliable systems on the
market, and will be offered as the preferred software platform for all our
in-store media projects.
Under the terms of our agreement, both 3M and the Group will work closely
together to offer clients bespoke best in breed solutions.
The market
Consolidation has started to occur in the in-store marketing sector. Difficult
retail conditions are impacting businesses in the in-store marketplace that do
not possess the diversification we enjoy.
We have seen a number of companies investing heavily in major network rollouts,
with success predicated upon advertising based models.
By providing services to brand owners, retailers and network owners alike, the
Group does not bear the burden of these high fixed costs.
Outlook
We believe the Group is well positioned to take advantage of the growth in the
in-store marketplace. The Group operates across a range of sectors such as
retail, education, corporate, hire and brand development and therefore is well
protected from cyclical downturns in any particular industry. The result is a
balanced business where corporate stability has been a factor in the large
number of competitive tenders in which we have reached the final bidding stages,
a number of which we have subsequently won.
We look forward as a Group to the challenges and exciting opportunities we
believe 2006 presents. We believe our business model is robust and that the
Group is well placed for the fast growth within the in-store marketing arena we
anticipate.
Our attendance at the In-Store Show in June at London's Earls Court is a prime
opportunity to demonstrate the full breadth and depth of our offering. I would
like to take this opportunity to invite you to join us there, for demonstrations
of how effective our technologies are.
Finally, my thanks go to everyone who has worked so hard and tirelessly on the
company's behalf during 2005 to bring us to where we are today.
Sean Reel 8 May 2006
Chairman and CEO
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2005
Note 2005 2004
£'000 £'000
Turnover
Acquisitions 684 -
Existing operations 193 -
Continuing operations 877 -
Cost of sales
Acquisitions (411) -
Existing operations (75) -
Continuing operations (486) -
Gross profit 391 -
Operating expenses
Acquisitions (263) -
Existing operations (971) (44)
Continuing operations (1,234) (44)
Operating loss
Acquisitions 10 -
Existing operations (853) (44)
Continuing operations (843) (44)
Net interest (payable)/receivable (4) 1
Loss on ordinary activities before taxation (847) (43)
Tax on loss on ordinary activities 2 - -
Retained loss on ordinary activities after taxation (847) (43)
Loss per ordinary 10p share
Basic and diluted 3 £0.06 £0.09
There are no recognised gains or losses for the current or preceding period,
other than those shown above
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2005
2005 2004
£'000 £'000
Fixed Assets
Intangible Fixed Assets 2,772 117
Tangible Assets 128 -
Current assets
Stock 169 -
Debtors 745 19
Cash at bank (before overdrafts) 1,377 529
2,291 548
Creditors: Amounts falling due within one year (587) (41)
Net current assets 1,704 507
Net assets 4,604 624
Capital and reserves
Called up share capital 2,283 417
Share premium account 3,211 250
Profit and loss account (890) (43)
Equity shareholders' funds 4,604 624
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
2005 2004
£'000 £'000
Net cash outflow from operating activities (1,368) (22)
Returns on investments and servicing of finance
Interest (paid)/received (4) 1
Net cash (outflow)/inflow from returns on investments and servicing of finance (4) 1
Taxation
Corporation tax paid - -
Capital expenditure and financial investments
Purchase of tangible fixed assets (35) -
Net cash outflow from capital expenditure and financial investments (35) -
Acquisitions
Net cash acquired with subsidiary undertaking 147 -
Acquisition of subsidiary undertaking (970) (117)
Net cash outflow for acquisition (823) (117)
Financing
Issue of ordinary share capital net of costs 2,952 667
2,952 667
Increase in cash in the period 722 529
NOTES TO THE PRELIMINARY RESULTS
1. BASIS OF PREPARATION
The financial information set out above does not constitute the Company's
statutory accounts within the meaning of section 240 of the Companies Act 1985.
The balance sheet at 31 December 2005 and the profit and loss account and cash
flow statement for the year then ended have been extracted from the Company's
audited financial statements. The auditors report on those financial statements
is unqualified and does not contain statements under s.237(2) or (3) Companies
Act 1985. These financial statements will be delivered to the Registrar of
Companies and shareholders in due course.
2. TAX ON LOSS ON ORDINARY ACTIVITIES
No charge for corporation tax for the period has been made due to the loss on
ordinary activities before taxation.
3. LOSS PER ORDINARY SHARE
Basic loss per share is calculated by dividing the loss attributed to ordinary
shareholders of £847,000 (2004: £43,000) by the weighted average number of
shares during the year of 14,721,499 (2004: 482,033). The diluted loss per
share is identical to that used for basic loss per share as the exercise of
warrants would have the effect of reducing the loss per share and therefore is
not dilutive under Financial Reporting Standard 22 'Earnings per Share'.
4. ACQUISITION OF SUBSIDIARY UNDERTAKING
The intangible fixed asset additions relate to the goodwill arising on the
acquisition of Touch Vision Limited on 23 September 2005.
Book value and
fair value to Group
£'000
Fixed Assets
Tangible Assets 125
Current assets
Stock 106
Debtors 501
Cash at bank and in hand 147
Creditors: Amounts falling due within one year (731)
Net assets 148
Goodwill 2,697
Consideration
Paid in cash 700
Satisfied by issue of shares 1,875
Associated costs of acquisition 270
2,845
The purchase was satisfied by the cash payment of £700,000 and the issuing of
shares to the value of £1,875,000, based on the market value of the MediaZest
plc shares on the acquisition date
Under the terms of the acquisition agreement, a further deferred consideration
payment of £250,000 is currently held in escrow which could become due based on
the results of Touch Vision Limited for the year ended 31 December 2005.
Following review of the results for the year, it is the opinion of the directors
that the amount of deferred consideration payable is £nil and therefore the full
£250,000 has been recognised as a cash item in the balance sheet of the Company
and the Group.
Enquiries:
Sean Reel, MediaZest Plc 020-7724-5680
Liam Murray, City Financial Associates Limited 020-7090-7800
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