Forever Broadcasting PLC
13 November 2001
13 November 2001
PRESS RELEASE
FOREVER BROADCASTING PLC
UNAUDITED PRELIMINARY RESULTS FOR THE TWELVE MONTHS ENDED 30 SEPTEMBER 2001
London, 13 November 2001 - Forever Broadcasting plc, the Newcastle-based
independent radio company, today announces unaudited preliminary results for
the twelve months ended 30 September 2001.
Summary:
* First full year of trading since flotation on AIM in August 2000
* Turnover of £2.17m (2000: £0.34m)
* 87% of turnover from local advertisers - more robust in an advertising
downturn
* Normalised operating loss of £2.23m (2000: £1.06m)*
* Three radio stations acquired during the period; in Brighton (Surf 107.2
FM, now Juice 107.2 FM), Wolverhampton (107.7 FM The Wolf) and
Chesterfield (Peak 107 FM) for an aggregate of £14.5m
* Acquisition of a 10% stake in Somethin' Else Sound Directions Ltd, an
independent radio and television production company completed in April
2001
* Significant operating progress in all stations, particularly Juice 107.6
FM in Liverpool and Tower FM in Bolton/Bury
* Strong start to current year, like for like October revenues 47% higher
than 2000
Commenting on the results, John Josephs, Chairman of Forever Broadcasting plc,
said:
'We have made significant progress during the year. With the right management,
sales approach, resource and positioning, we have now properly equipped each
station in order to realise the potential for growth in audience, revenue and
profitability. As a result we confidently expect all five stations to make
considerable progress towards profitability in the year ahead.
'The current year has started well with strong revenue growth and we look
forward to the future with confidence.'
Enquiries:
Forever Broadcasting
John Josephs, Chairman
Eric Lawrence, Managing Director Tel: 020 7606 1244 (13 November)
Tel: 0191 286 0000 (Thereafter)
Merlin Financial Communications
David Simonson / Nicola Davidson Tel: 020 7606 1244
E-mail: [email protected]
* The results for the current year include a full year of trading at Juice in
Liverpool and Tower FM in Bolton/Bury, over nine months at Juice in Brighton
(formerly Surf, acquired in December 2000), eight months at The Wolf in
Wolverhampton (acquired in February 2001) and three months at Peak 107FM in
Chesterfield (acquired 29th June 2001). The comparative figures for last year
include eleven months of trading at Juice in Liverpool and three months at
Tower FM.
CHAIRMAN'S STATEMENT AND OPERATING REVIEW
During the year ended 30th September 2001, our first full year as an AIM
listed company, we have started to implement the development strategy set out
in the August 2000 prospectus with the acquisition of radio stations in
Brighton, Wolverhampton and Chesterfield. Furthermore, we have made good
progress in improving the operation of all our stations including Juice in
Liverpool and Tower FM in Bolton/Bury, which were acquired before flotation.
In addition we have invested in an independent production company, Somethin'
Else Sound Directions Ltd, whose activities are complementary to our core
business.
Recently published corporate results in the radio, television and advertising
sectors reflect the adverse affect of macro economic conditions in the UK on
national advertising revenue. While we cannot escape some impact, we enjoy a
substantial measure of protection because 87% of our turnover is derived from
local, as distinct from national, advertisers, and historically local
advertising revenue has been less exposed to a downturn in the economy than
national advertising. In addition we benefit from enhanced growth prospects
because none of our stations are as yet mature as businesses. The Wolf in
Wolverhampton, which is the oldest of our stations, has been broadcasting for
four years only.
Results for the Year
The results show a 'normalised' operating loss for the year of £2.23m (2000:£
1.06m) on turnover of £2.17m (2000: £0.34m).
The loss for the current year includes a full year of trading at Juice in
Liverpool and Tower FM in Bolton/Bury, over nine months at Juice in Brighton
(formerly Surf, acquired in December 2000), eight months at The Wolf in
Wolverhampton (acquired February 2001) and three months at Peak 107FM in
Chesterfield (acquired 29th June 2001).
The comparative figures for last year include eleven months of trading at
Juice in Liverpool and three months at Tower FM.
The basic loss per share was 26.2p, (2000: 26.5p). No dividend is being
recommended by the Board.
Operational Review
Our experience with acquisitions of under performing stations is that we must
increase the cost base to achieve their potential for growth in audience,
revenue and profitability. This has been done in all our stations. In
commercial radio, once the resource level of a station is established, the
costs are largely of a fixed nature. Once these costs have been covered, net
incremental revenue flows to the bottom line. We confidently expect all five
stations will make considerable progress towards profitability this year.
Sales
Because of the changing shape of our business as new stations have been added
to the group throughout the year, a simple comparison between total revenue
this year and last would be unhelpful. However, a comparison on a station by
station basis is informative. At Juice in Liverpool and Tower in Bolton/Bury,
which we owned throughout the year, we delivered growth of 164% and 41%
respectively in local advertising revenue. In Juice Brighton and in
Wolverhampton, year on year growth in local advertising revenue for the
periods for which we owned both businesses was 13% and 34% respectively.
Despite the very low base, these growth figures, particularly Juice in
Liverpool suggest that our investment in recruitment, training and creativity
is starting to bear fruit. Peak FM was acquired too late in the year to make
any valid comparison.
Audience
We have made significant progress at Juice in Liverpool and Tower FM in Bolton
/Bury since acquisition. At Juice in Brighton, the audience growth is modest,
but it was not until the end of August that the station was relaunched as
Juice and we are confident about the prospects of future audience growth in
that market. At The Wolf in Wolverhampton, which is perhaps our most
competitive market, the number of listeners had dropped to 57,000 earlier this
year. We have repositioned the station so that it is more attractive to a
younger audience, and in the last two RAJAR surveys we have seen a 10%
increase in listening in our core 25-44 age group.
Pre-Acquisition RAJAR Quarter 3 2001 RAJAR
Number of Listeners Number of Listeners
Juice Liverpool Quarter 3 1999 33,000 89,000
Tower Quarter 2 2000 51,000 76,000
Juice Brighton Quarter 3 2000 35,000 37,000
(formerly Surf)
The Wolf Quarter 4 2000 63,000 59,000
Peak Quarter 2 2001 92,000 94,000
Total 274,000 355,000
General
During April 2001, Juice was repositioned as Liverpool's first choice for
dance music, following intensive research into the music preferences of the
youth audience there. The station remains the local champion of new and
specialist music, but with a much more up-beat feel and new presenter line up.
We believe that the recent RAJAR successes in Liverpool should be the prelude
to sustained audience growth.
Following the success of the Liverpool relaunch, Juice was launched in
Brighton during August, in place of Surf 107.2. The station sound now
reflects, much more closely, the party atmosphere that has become synonymous
with Brighton for so many locals and for regular visitors from London and
beyond.
We believe that our Juice stations add to the Liverpool and Brighton radio
landscape an ingredient which was missing, as it is in several UK towns and
cities including Reading, where we have applied with the Juice format for a
new radio licence. There are four other competing applicants for this licence
which will be awarded early next year.
In all our stations, community involvement is a key ingredient of success. In
our Juice stations this is achieved by reflecting and being part of the local
youth culture. In our more mainstream stations we actively support many local
organisations and events.
In Wolverhampton and Bolton we have acquired exclusive commentary rights from
the local football clubs. This is an important season for both Wolverhampton
Wanderers as they push for promotion to the Premiership and for Bolton
Wanderers, who seek to cement their Premiership status. Our listeners, when
unable to be at the game, can hear full match commentary exclusively on The
Wolf and Tower FM respectively. Peak FM in Chesterfield also supports the
local football club with extensive coverage.
Development Strategy
We have revised our digital radio and new media strategy.
The costs of being involved in digital radio are considerable, and will far
outweigh the likely benefits for many years. We do not currently have any
exposure to the costs of digital radio. We will not be making further
applications to be a content provider to digital multiplexes, or to be a
multiplex operator, for the foreseeable future.
We have taken a similar view of 'new media' and will not be making any further
such investments, although we value our 10% stake in Somethin' Else Sound
Directions Ltd, acquired during the year. Somethin' Else Sound Directions Ltd
is a leading independent radio and television production company which is also
the parent company of XY Network Ltd, in which we have a 23.5% interest.
Somethin' Else's core business is strong and growing. XY has successfully
repositioned itself as a service and content provider to the telephony
industry, and in spite of the well publicised difficulties in that arena, is
confident about the prospects of future revenue growth.
During the year we have invested £15.6m on our three radio station
acquisitions and our stake in Somethin' Else Sound Directions Ltd; of this £
9.4m was cash and £6.2m was satisfied by the issue of 4,151,080 new shares.
We continue to seek opportunities for further radio station acquisitions and
to submit applications for new licences. In addition to our application for a
Juice format station in Reading, we are making applications based on the Juice
format for a new licence for the East Midlands region and for an existing
licence for Oxford which has been readvertised recently. At the end of October
we submitted an application for a new licence for Chester and we have taken a
substantial minority interest in a company formed to apply for a new licence
to be advertised for Worthing.
Your Board
There have been a number of changes to the Board of Directors during the year.
Sadly, Neil Robinson OBE, a founder shareholder and Non-Executive Director and
colleague and friend for many years, died in May. It is not the Board's
intention to appoint another Non-Executive Director at this stage. Giles
Squire, Group Programme Director, resigned in July and has been succeeded by
Steve King in that role. Steve has worked for Forever Broadcasting plc since
June 2000 as Development Director. Prior to that he was Programme Director for
Metro Radio Group plc in Sheffield for a number of years and Managing Director
of Radio Aire Ltd in Leeds from 1995 to 2000. He has a track record of
successfully developing audiences at under performing radio stations.
Maurice Dobson, Group Sales and Marketing Director, will be 60 in June 2002
and has advised the Board of his wish to retire then. Harry Dunne, currently
Managing Director of Tower FM in Bolton/Bury has been working alongside
Maurice in recent months and will join the Board as Group Sales Director when
Maurice retires. Harry too has a successful track record in both sales and
general management with Metro Radio Group plc, EMAP plc and most recently as
Group Commercial Director of Border Radio Holdings Ltd.
Staff
We have achieved much in the last twelve months including the integration of
three new stations into the group and we would like to take this opportunity
to thank all our staff for their hard work and their contribution to our
development. We have a small but energetic and committed team and we wish to
strengthen their ties to the company by introducing an employee share save
scheme in the near future. Appropriate resolutions to this effect will be put
to the Annual General Meeting on 25th January 2002.
Future Prospects
The current year has started well. The audience figures for the quarter ended
September 2001 are a good platform for further growth. Costs are being tightly
controlled, and October revenue in aggregate is 47% higher than October 2000;
at the time of writing November revenue is already 32% ahead of November last
year. We look forward to the future with confidence.
John Josephs
Chairman
Eric Lawrence
Managing Director
13th November 2001
Consolidated profit and loss account for the year ended 30 September 2001
54 weeks ended
30 September
2001 2000
Note Continuing Acquisitions Total Continuing
operations operations
£'000 £'000 £'000 £'000
Turnover 1,245 927 2,172 340
Administrative and (4,006) (3,365) (7,371) (2,097)
selling expenses
Operating loss (2,761) (2,438) (5,199) (1,757)
Interest receivable and 276 140
similar income
Interest payable and (8) (22)
similar charges
Loss on ordinary
activities before (4,931) (1,639)
taxation
Tax on loss on ordinary 2 - -
activities
Loss for the financial (4,931) (1,639)
year
Loss per share - basic 11 26.2p 26.5p
Adjusted loss per share 11 10.4p 15.2p
The group has no recognised gains or losses other than the loss above and
therefore no separate statement of total recognised gains and losses has been
presented.
There is no difference between loss on ordinary activities before taxation and
the retained loss for the year stated above and their historical cost
equivalents.
'Normalised' operating loss is calculated as 54 weeks ended 30
follows: 2001 September 2000
£'000 £'000
Operating loss (5,199) (1,757)
Amortisation of goodwill 2,439 406
Acquisition restructuring costs 210 295
Licence application costs 284 -
Aborted deal costs 40 -
'Normalised' operating loss (2,226) (1,056)
The 'normalised' operating loss represents the underlying performance of the
business before the amortisation of goodwill, restructuring and relaunch
costs, licence application costs and aborted deal costs.
Consolidated balance sheet as at 30 September 2001
Group Group
2001 2000
Note £'000 £'000
Fixed assets
Goodwill 17,130 5,008
Tangible assets 695 300
Investments 2,832 1,038
20,657 6,346
Current assets
Debtors 965 322
Cash at bank and in hand - 12,649
965 12,971
Creditors: amounts falling due within one year (1,570) (868)
Net current (liabilities)/assets (605) 12,103
Creditors: amounts falling due in more than one year (373) -
Net assets 19,679 18,449
Capital and reserves
Called up equity share capital 10,759 8,684
Share premium account 10,656 *10,656
Other reserves 4,834 *748
Profit and loss account (6,570) (1,639)
Equity shareholders' funds 7 19,679 18,449
* restated see note 7
Consolidated cash flow statement for the year ended 30 September 2001
54 weeks ended
30 September
2001 2001 2000 2000
Note £'000 £'000 £'000 £'000
Net cash outflow from operating 8 (2,732) (1,240)
activities
Returns on investments and servicing of
finance
Interest received 309 107
Interest paid (14) (20)
Net cash inflow from returns on 295 87
investment and servicing of finance
Taxation - -
Capital expenditure and financial
investment
Purchase of trade investments (1,316) (788)
Purchase of tangible fixed assets (295) (96)
Sale of tangible fixed assets 2 -
Net cash outflow from capital
expenditure and financial investment (1,609) (884)
Acquisitions
Purchase of subsidiary undertakings 3,4,5 (8,360) (3,674)
Net overdraft acquired with subsidiaries 3,4,5 (88) (108)
Net cash outflow from acquisitions (8,448) (3,782)
Cash outflow before financing (12,494) (5,819)
Financing
Net proceeds from issue of share capital (4) 18,593
Capital element of finance lease (4) -
repayments
Repayment of loan notes (256) -
Repayment of loans and loan notes
acquired with subsidiaries (156) (125)
Net cash (outflow)/inflow from financing (420) 18,468
(Decrease)/increase in net cash 9,10 (12,914) 12,649
Notes to the financial statements
for the year ended 30 September 2001
1 The financial information set out above does not constitute financial
statements within the meaning of the Companies Act 1985. The figures in the
preliminary announcement have been taken from the group's draft financial
statements for the year ended 30 September 2001, which will be finalised on
the basis of the financial information presented by the directors in the
preliminary announcement and will be delivered to the Registrar of Companies
following the Annual General meeting . The results for the period ended 30
September 2000 have been extracted from the published accounts, which have
been filed with the Registrar of Companies and on which the auditors gave an
unqualified opinion.
2 Tax on loss on ordinary activities
No liability arises for UK corporation tax as a result of losses incurred
during the year (2000: £Nil).
3. Acquisition of Brighton & Hove Local Radio Limited
On 19 December 2000 the Group acquired Brighton & Hove Local Radio
Limited, trading as Surf 107.2 FM (relaunched as Juice 107.2 FM), a radio
broadcasting business based in Brighton. The fair values of net assets
acquired are based on provisional assessments pending final determination
of certain assets and liabilities. The impact of the acquisition on the
consolidated balance sheet is set out below:
Book and provisional
fair value
£'000
Tangible fixed assets 92
Debtors 77
Loans (18)
Overdraft (35)
Other creditors (109)
Net assets acquired 7
Consideration (including costs) 4,523
Goodwill arising 4,516
Analysis of consideration:
Cash 3,555
Acquisition costs 68
Total cash consideration 3,623
Shares issued (note 6) 900
Total consideration 4,523
The effect on group cashflows of Forever Broadcasting plc is as follows:
Juice 107.2 FM contributed £(592,000) to the Group's net operating cash
outflow, paid £Nil in respect of net returns on investment and servicing
of finance and paid £59,000 in respect of purchases of tangible fixed
assets.
The pre-acquisition results of Juice 107.2 FM were as follows:
3 months to 18 months ended
19 December 30 September
2000 2000
£'000 £'000
Turnover 83 581
Administrative and selling expenses (117) (755)
Operating loss (34) (174)
Interest payable and similar charges - (3)
Loss on ordinary activities before (34) (177)
taxation
Taxation on loss on ordinary - -
activities
Loss for financial period (34) (177)
Juice 107.2 FM had no recognised gains or losses other than the losses
reported above.
4. Acquisition of Wolverhampton Area Radio Limited
On 8 February 2001 the Group acquired Wolverhampton Area Radio Limited,
trading as 107.7 The Wolf, a radio broadcasting business based in
Wolverhampton. The fair values of net assets acquired are based on provisional
assessments pending final determination of certain assets and liabilities. The
impact of the acquisition on the consolidated balance sheet is set out below:
Book value and provisional
fair value
£'000
Tangible fixed assets 46
Debtors 110
Loans (64)
Overdraft (56)
Creditors (109)
Net liabilities acquired (73)
Consideration (including costs) 5,123
Goodwill arising 5,196
Analysis of consideration:
Cash 4,055
Acquisition costs 68
Total cash consideration 4,123
Shares issued (note 6) 1,000
Total consideration 5,123
The effect on group cashflows of Forever Broadcasting plc is as follows:
107.7 The Wolf contributed £(261,000) to the Group's net operating cash
outflow, paid £Nil in respect of net returns on investment and servicing of
finance and paid £44,000 in respect of purchases of tangible fixed assets.
The pre-acquisition results of 107.7 The Wolf were 11 months to Year ended
as follows: 7 February 31 March
2001 2000
£'000 £'000
Turnover 464 394
Administrative and selling expenses (446) (447)
Operating profit/(loss) 18 (53)
Interest receivable and similar income - -
Interest payable and similar charges (13) (15)
Profit/(loss) on ordinary activities before taxation 5 (68)
Taxation on loss on ordinary activities - -
Profit/(loss) for the financial period 5 (68)
107.7 The Wolf had no recognised gains or profits/(losses) other than the
losses reported above.
5 Acquisition of Grand Central Broadcasting Limited
On 29 June 2001 the Group acquired Grand Central Broadcasting Limited, trading
as Peak FM, a radio broadcasting business based in Chesterfield. The fair
values of net assets acquired are based on provisional assessments pending
final determination of certain assets and liabilities. The impact of the
acquisition on the consolidated balance sheet is set out below:
Book value and provisional
fair value
£'000
Tangible fixed assets 136
Debtors 142
Cash 3
Loans (117)
Creditors (133)
Net assets acquired 31
Consideration (including costs) 4,880
Goodwill arising 4,849
Analysis of consideration:
Cash 559
Acquisition costs 55
Total cash consideration 614
Shares issued (note 6) 4,266
Total consideration 4,880
The effect on group cashflows of Forever Broadcasting plc are as follows:
Peak contributed £(62,000) to the Group's net operating cash outflow, paid £
6,000 in respect of net returns on investment and servicing of finance and
paid £3,000 in respect of purchases of tangible fixed assets.
The pre-acquisition results of Peak 107 FM 9 months ended 30 Year ended
were as follows: June 2001 30 September
2000
£'000 £'000
Turnover 519 742
Administrative and selling expenses (629) (745)
Operating loss (110) (3)
Interest receivable and similar income - 1
Interest payable (8) (2)
Loss on ordinary activities before tax (118) (4)
Loss for the financial period (118) (4)
Peak 107 FM had no recognised gains or losses other than the losses reported
above.
6 Called up equity share capital
2001 2000
£'000 £'000
Authorised
30,000,000 (2000: 30,000,000) ordinary shares of 50p each 15,000 15,000
Allotted and fully paid
21,519,225 (2000: 17,368,145) ordinary shares of 50p each 10,759 8,684
On 19 December 2000, the company allotted 476,190 50p ordinary shares as part
of the consideration for Brighton & Hove Local Radio Limited.
On 9 February 2001, the company allotted 467,290 50p ordinary shares as part
of the consideration for Wolverhampton Area Radio Limited.
On 2 July 2001, the company allotted 3,207,600 50p ordinary shares as part of
the consideration for Grand Central Broadcasting Limited.
The value of the shares allotted on acquisitions noted above was £6,165,000.
7. Reconciliation of movements in equity shareholders' funds
2001 2000
£'000 £'000
At start of the year 18,449 -
Loss for the financial year (4,931) (1,639)
Proceeds from issue of shares (net of issue expenses) 6,161 20,088
Equity shareholders' funds at the end of the year 19,679 18,449
The acquisition of Crash and Tower FM Ltd in 2000 qualified for merger
relief under S.131 Companies Act 1985 and therefore an amount of £748,000
originally credited to share premium account has been transferred to other
reserves.
8. Reconciliation of operating loss to net cash flow from operating activities
2001 2000
£'000 £'000
Operating loss (5,199) (1,757)
Depreciation of tangible fixed assets 168 48
Profit on sale of fixed asset (1) -
Amortisation of goodwill 2,439 406
Increase in debtors (358) (137)
Increase in creditors 219 200
Net cash outflow from operating activities (2,732) (1,240)
9. Reconciliation of net cashflow to movement in net funds
2001 2000
£'000 £'000
(Decrease)/increase in cash (12,914) 12,649
Loan notes and other debts repaid/(issued) 416 (256)
Debts acquired with subsidiaries (199) -
Movement in the year (12,697) 12,393
Net funds at the start of the year 12,393 -
Net (debt)/funds at the end of the year (304) 12,393
10. Analysis of net funds
At Cashflow At
30 September Acquis- 30 September
2000 itions 2001
£'000 £'000 £'000 £'000
Cash at bank and in hand 12,649 - (12,649) -
Overdrafts - - (265) (265)
Loan notes: debt due within one (256) (85) 329 (12)
year
Other loans - (82) 82 -
Bank loans due: within one year - (3) - (3)
in more than a year - (4) 1 (3)
Finance leases due: within one - (17) - (17)
year
in more than a year - (8) 4 (4)
Net funds 12,393 (199) (12,498) (304)
11. Loss per share
The basic loss per 50p ordinary share has been calculated based on the loss
after taxation of £4,931,000 (2000: £1,639,000) and 18,835,405 (2000:
6,190,784) ordinary shares, being the weighted average number of ordinary
shares in issue during the period.
The adjusted loss per share has been calculated based on the loss after
taxation of £1,958,000 (2000: £938,000) which is before amortisation of
goodwill, acquisition restructuring, license application and aborted deal
costs and upon 18,835,405 (2000: 6,190,784) ordinary shares, being the
weighted average number of ordinary shares in issue.