Catalyst Media Regulatory News (CMX)

30 December 2021

Catalyst Media Group Plc

("CMG", the "Company" or the "Group")

Final Results for the Year Ended 30 June 2021

and Notice of Annual General Meeting

The Board of CMG (AIM: CMX) is pleased to announce the Company's final results for its financial year ended 30 June 2021.

CMG is a 20.54% shareholder in Sports Information Services (Holdings) Limited ("SIS") and the results for the year to 30 June 2021 incorporate its share in the profits/(losses) of SIS for its financial year ended 31 March 2021, as an equity accounted associate.

Highlights:

· CMG loss after taxation of £1.6 million with no impairment charge in the carrying value of the group's interest in SIS (2020: loss of £1.1 million following an impairment charge of £1.2 million in the carrying value of the group's interest in SIS)

· Loss per share of 7.51p (2020: loss per share of 5.27p)

· Net asset value per share of 52.3p (2020: 60.7p)

· For its financial year to 31 March 2021, SIS achieved:

- Turnover of £130.1 million (2020: £212.6 million)

- Operating loss prior to litigation fees of £8.3 million (2020: £3.6 million)

- Loss after taxation prior to litigation fees of £6.7 million (2020: profit after taxation prior to litigation fees of £3.7 million)

· SIS did not declare or pay any dividends to CMG during the reporting period (2020: £5.0 million dividend declared of which £1.03 million was received by CMG)

· CMG has not declared nor paid any dividends during the reporting period (2020: £1.05 million dividend (5p per share) declared in October 2019 and paid in November 2019)

SIS Current Trading and Outlook

· Following the relaxation of COVID-19 restrictions in May 2021, SIS's UK and Irish retail business has returned to normal operations whilst its Digital business has continued to operate at levels higher than pre-COVID-19 with significant growth in its customer base and continued scaling up of its Competive Gaming (e-sports) and Numbers draws products. Accordingly, SIS's profitability for its current financial year to 31 March 2022 is expected to see a significant rebound and, although still impacted by the COVID-19 outbreak and uncertain nature of the new variants, the Board of CMG has been informed that it currently expects to make a profit for its financial year as a whole

· In June 2021, SIS extended its rights agreement with Racecourse Media Group for UK Retail Horseracing rights for a further 3 years through to March 2026 and completed an initial investment in, and long term partnership arrangement with, Racelab Pty Limited, a racing data science company in Australia, to enhance its product range

· As at 30 November 2021, SIS had a total cash balance of approximately £52m and its working capital position has returned to normal levels. The Board of CMG is hopeful that SIS will be able to return to paying dividends in its next financial year

Availability of Annual Report & Financial Statements and Notice of Annual General Meeting

A pdf copy of the Company's full Annual Report and Financial Statements for its financial year ended 30 June 2021, together with the formal notice of Annual General Meeting ("AGM") and form of proxy, will shortly be made available to download from the Company's website at: www.cmg-plc.com.

The AGM is to be held at 6 Stratton Street, London W1J 8LD at 11.00 a.m. on Thursday, 27 January 2022. In light of the current status of the evolving COVID-19 situation and any UK government restrictions on public gatherings that may be introduced and in force at the date of the AGM, the Directors strongly encourage all Shareholders to vote electronically or lodge a form of proxy prior to the meeting and not attend the meeting in person.

Enquiries:

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

Key Extracts from the Company's audited Annual Report and Financial Statements are set out below:

Chairman's Statement

I am pleased to present the results for Catalyst Media Group plc ("CMG" or the "Company") for the year ended 30 June 2021, which incorporates our share of profits/losses for Sports Information Services (Holdings) Ltd ("SIS") in which CMG has a 20.54% interest.

The main asset of CMG continues to be its 20.54% shareholding in SIS, as detailed further below. CMG equity accounts for its share in the profits/losses of SIS.

After taking account of CMG's share in the loss (2020: profits) of SIS for its year ended 31 March 2021 of £1.47 million (2020: £0.13 million), CMG recorded a loss before taxation of £1.6 million (2020: loss of £1.1 million), with no impairment charge recognised against the carrying value of its interest in SIS (2020: charge of £1.2 million). Net assets at the year end were £11 million (52.3p per share) (2020: £12.8 million (60.7p per share)).

SIS - UK and Ireland Retail

SIS continues to provide a core service including Racecourse Media Group horseracing, the SIS British Greyhound Service, Irish Horseracing, Chelmsford City Horseracing, 49's and International Horseracing to almost the entire UK and Irish retail market, including all the major UK bookmaking groups and the majority of the independent operators market.

Additionally, SIS supplies content and services to its UK and Irish retail customers to cover early morning and additional evening products and has renewed several pre-existing arrangements.

In SIS's financial year to 31 March 2021, COVID-19 led to Licensed Betting Offices ("LBOs") being closed or operating under significant restrictions which resulted in no SIS Retail Services for a period of two months and significant disruption to retail services and revenue for a further six months.

SIS - International & Online

SIS has continued to expand both the content and customer base for its 24/7 racing channels covering horseracing, greyhound racing, virtual racing and mixed channels, and has improved the user experience. SIS now has over 50 channels with customers designed to maximise betting opportunities for international retail and online operators and has signed numerous international and online operators to multi-year agreements. SIS continues to progress its strategy to increase distribution, in both new and existing international and online markets, using proprietary production technology, as well as ultra-low latency streaming and data-pricing services.

The financial year also saw the launch of new online products outside of racing which included the launch of the SIS Competitive Gaming (e-sports) service during the UK lockdown in May 2020, with commitment from customers for multiple 24/7 service channels. Additionally, following the acquisition of the 49's business in June 2020, the numbers draws and virtuals products have been launched online and have experienced rapid growth.

SIS Results

The Company announced in March 2021 that the forecast annual loss before tax for SIS was between £9m and £10m, whereas the final result for its year ended 31 March 2021 was a loss before tax of £8.6 million. The main driver for the loss was the significant restrictions and disruptions to trading due to the COVID-19 pandemic.

SIS's cash balance on 31 March 2021 was approximately £38.9 million, down on the prior year due to the COVID-19-driven loss and the related unwind in working capital. There has been no dividend declared nor paid by SIS since the end of its financial year.

The results of SIS for its year ended 31 March 2021 were as follows:

Notes: * - Individually significant items relate to litigation fees.

India

An arbitration award was made in July 2020 in respect of the Indian project which the respondent has paid into court. These funds are now subject to appeals in the Delhi High Court by both parties: SIS continues to pursue claims disallowed by the arbitrators whilst the respondent attempts to nullify the award in its entirety. The overall outcome therefore remains uncertain.

The legal and associated costs relating to this claim have been significantly reduced but are still impacting SIS's profits.

Litigation

As previously announced on 9 October 2020, in the case brought by The Racing Partnership ("TRP") and others against SIS's subsidiary, Sports Information Services Limited ("SISL"), and others, the Court of Appeal handed down judgment in relation to the appeals against various elements of the High Court judgment of Mr Justice Zacaroli in respect of liability issues. The Court of Appeal:

1. Upheld SISL's appeal in relation to the finding of breach of confidence in relation to certain race day data supplied to SISL by a co-defendant; and

2. Upheld TRP's appeal against the dismissal of its claims for unlawful means conspiracy.

The Court of Appeal was concerned only with the appeals on the liability findings and consequently made no ruling as to damages.

SIS has applied to the Supreme Court and has been granted an appeal hearing which is currently expected to be held in the summer of 2022.

Current Trading and Outlook

Following the relaxation of COVID-19 restrictions in May 2021 the UK and Irish retail business has returned to normal operations whilst the Digital business has continued to operate at levels higher than pre-COVID-19 and has seen significant growth in its customer base. Additionally, the business has continued to scale its new products of Competitive Gaming (e-sports) and Numbers draws.

SIS's profitability for the year to 31 March 2022 will see a significant rebound and, although still impacted by the COVID-19 outbreak, SIS expects to make a profit for the year as a whole, albeit the magnitude of such profit is currently difficult to forecast given the uncertain nature of the new COVID-19 variants.

In June 2021, SIS extended its rights agreement with Racecourse Media Group for UK Retail Horseracing rights for a further 3 years through to March 2026 and has already secured two extended contracts for major customers of this content.

Also in June 2021, SIS completed an initial investment in, and long term partnership arrangement with, Racelab Pty Limited, a racing data science company in Australia, which added a range of market leading products across the SIS portfolio of international horse and greyhound racing

SIS's cash balance had risen to circa £52m as of 30 November 2021 and its working capital position has returned to normal levels.

As a result of the COVID-19 uncertainty, SIS has deferred any dividend this year and will next consider a dividend in 2022.

The Directors consider that the most appropriate treatment for the Group's investment in its associate, SIS, as at 30 June 2021 is to hold the investment at the Group's share of SIS's net assets. For further details on this, please refer to notes 1 and 2 in the full Annual Report and Financial Statements.

CMG's outlook and Annual General Meeting

CMG continues to be cash positive with very low overheads. As stated above, it is hoped that SIS will be able to return to paying dividends in its next financial year.

The next Annual General Meeting of CMG will take place on Thursday, 27 January 2022. Formal Notice of the meeting is set out at the end of the full Annual Report and Financial Statements together with the form of proxy.

Michael Rosenberg, OBE

Chairman

30 December 2021

Strategic Report

The Directors present their strategic report for the year ended 30 June 2021.

Principal activities and review of the business

The principal activities of the business are outlined in the Chairman's Statement. A review of the business is also included within the Chairman's Statement.

Principal risks and uncertainties

Investment in SIS

The principal strategic investment of the Group is its 20.54% shareholding in SIS. The Group is entitled to appoint one director to the board of SIS which currently comprises eight directors, of which five are appointed by shareholders, two are independent and one is the Chairman. Although it can influence the board on strategic decisions, the Group is not in a position to control the day-to-day business and affairs of SIS other than with the support of other directors and a majority of the shareholders of SIS.

There are a number of risks and uncertainties associated with the business of SIS which could potentially have an adverse impact on the value of the Group's investment. At a technical level this includes the fact that the customers of SIS rely upon real time data and uninterrupted content delivery. Loss of content would result in reduced quality of services and potentially reduced income. SIS has therefore adopted advanced disaster recovery solutions and has built back up facilities which are located around the UK.

Financial risk

The Group is subject to financial risk through its exposure to financial assets and liabilities. The Group's main financial risk is its exposure to its investment in SIS.

Credit risk

The Group is not exposed to any credit risk.

Liquidity risk

There is a very low risk that the Group will encounter difficulty in meeting its financial obligations as they fall due, on the basis that the Group operates with minimal overheads and cash flow is well managed.

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The principal liabilities of the Group and Company arise in respect of administrative expenditure and trade and other payables. Trade and other payables are all payable within three months.

The Board receives cash flow projections on a regular basis as well as information on cash balances.

Key Performance Indicators (KPIs)

The Company's key performance indicators used by the Board in monitoring the general performance of the Group and its investments are:

Net asset value per share

The net asset value per share of the Group was 52 pence as at 30 June 2021 (2020: 61 pence). The net asset value per share has therefore decreased during the year to 30 June 2021. The net asset value of the Group as at 30 June 2021 and 30 June 2020 is shown in the Group's consolidated statement of financial position.

Administrative expenses

The Directors closely monitor the anticipated overheads for the Group and ensure that these are kept to a minimum.

Earnings per share (EPS)

EPS shows the relative performance year-on-year of the Group's profitability measured as an amount of profit or loss attributable to one ordinary share. The calculation of earnings per share is based on the weighted average number of ordinary shares in issue for the financial year concerned and the profit/(loss) after taxation attributable to ordinary shareholders. EPS in respect of operations for the year and the prior financial year is shown in the Group consolidated statement of comprehensive income.

Key Performance Indicators of Associate

The Directors additionally monitor the performance of SIS in order to evaluate the general performance of the Group.

s172 Statement

CMG's Directors are mindful of their responsibilities under section 172 of the Companies Act 2006 to promote the success of the business through operating in accordance with good corporate practice and with considered engagement with the Group's stakeholders. Several of the Group's major shareholders are also directors of the Group and are therefore actively involved in all key decision-making. Please see the Corporate Governance Statement in the full Annual Report and Financial Statements for further details of engagement with stakeholders.

The board of directors regularly review and identify other principal stakeholders of the business, and decisions in respect of the Group's activities are made only after reviewing, and discussing, the potential impact on such stakeholders. Furthermore, in terms of engagement with the Group's suppliers, the directors continue to actively monitor ethical standards and environmental issues to ensure that the wider business is compliant with global standards.

Energy and carbon report

For the financial year ended 30 June 2021, CMG is classified as a low energy user as its total energy usage for the year to 30 June 2021 was below 40,000kWh. The Company is therefore exempt from providing an energy and carbon report under section 20D(7a) of The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

Michael Rosenberg, OBE

Chairman

30 December 2021

Consolidated statement of comprehensive income for the year ended 30 June 2021

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes in the Company's full Annual Report and Financial Statements.

Consolidated statement of financial position as at 30 June 2021

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes in the Company's full Annual Report and Financial Statements.

Consolidated statement of changes in equity for the year ended 30 June 2021

The following describes the nature and purpose of each reserve within owners' equity:

Consolidated statement of cash flows for the year ended 30 June 2021

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes in the Company's full Annual Report and Financial Statements.

Notes to the consolidated financial information

1. Basis of preparation and significant accounting policies

The consolidated financial information set out above does not constitute the Group's financial statements for the years ended 30 June 2021 or 30 June 2020 but is derived from those financial statements. Statutory financial statements for 2020 have been delivered to the Registrar of Companies and those for 2021 have been approved by the board and will be delivered in due course. The auditors have reported on the 2020 and 2021 financial statements which carried an unqualified audit report, did not include a reference to any matters to which the auditor drew attention by way of emphasis and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.

While the financial information included in this announcement has been compiled in accordance with, inter alia, International Financial Reporting Standards (IFRS), this announcement does not in itself contain sufficient information to comply with IFRS. The accounting policies used in the preparation of this announcement are consistent with those in the full financial statements including those applicable to SIS, given its materiality to the Group as a whole.

CMG is an AIM quoted public limited company registered in England and Wales where it is domiciled for tax purposes. Its financial statements are prepared under the historical cost convention.

Going concern

The directors can report that based on the Group's budgets and financial projections, they have satisfied themselves that the business is a going concern covering a period of at least twelve months from the date of approval of the financial statements. In assessing the Group as a going concern, the directors are also mindful of the business of SIS that provides the entire value of the Group. The directors are satisfied that SIS is a going concern. The Board has a reasonable expectation that the Company and its Group have adequate resources and facilities to continue in operational existence for the foreseeable future and therefore the accounts are prepared on a going concern basis.

2. Investment in associate

The Group's interest in its associate, SIS, a company incorporated in England and Wales, 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 Catalyst Media Group plc.

A copy of the strategic forecasts prepared by SIS was made available to the Directors of CMG showing management forecasts of the income statement, statement of financial position and statements of cash flow. SIS's management have assumed a growing level of future profits at a steady rate over a period of five years. CMG's management have used these assumptions and further applied a discount rate of 15% to arrive at a present value. In conjunction with these forecasts, the potential impact of the settlement of the ongoing TRP litigation has also been considered and CMG's management have applied further sensitivities in respect of other commercial factors including the risk of renewal of several media rights contracts over the forecast period, and the impact of the forecast growth of SIS on the level of its support costs.

After reviewing the forecasts and other factor detailed above, the Directors concluded that the carrying value of the investment in SIS of £10.8m is appropriate and no impairment is required to this value. The Directors have also concluded that there is insufficient indication or circumstances justifying a reversal of previously recognised impairment charges.

As at 30 June 2021, SIS was continuing to deal with tax and legal issues that arose from the 2010 Commonwealth Games (CWG) in Delhi, India. SIS, via a partnership in the name of SIS Live, delivered the host broadcast production and facilities contract for the 2010 CWG. Given continuing scrutiny of the entire CWG project immediately after the closure of the Games, approximately 40% of the contract has still not been paid. A provision of £5.9 million was made in respect of this non-payment in SIS's financial statements for its financial year ended 31 March 2011. There has been no subsequent movement on this provision to 30 June 2021.

SIS Live received a draft assessment in March 2014 from Indian tax authorities in relation to the year ended March 2011. SIS has strongly rejected the draft assessment, and continues to appeal it through the Indian judiciary system. As appeal proceedings continue it is not possible to quantify the potential tax liability that may arise or the subsequent recoverability of that amount through the courts and therefore no further provision has been made in the accounts of SIS.

As at 30 June 2021, SIS continued to be involved in a litigation case brought by The Racing Partnership ("TRP") and others against SIS's subsidiary, Sports Information Services Limited ("SISL"), and others. SISL has successfully defended two of the three claims and, following the year end, both SISL and TRP have been granted permission by the judge to appeal elements of the judgement. SISL have been ordered by the judge to pay 20% of TRP's costs. The full outcome of the litigation was still unknown at the year end of CMG. The Directors of SIS included an estimate of the total costs of the claim within SIS's results to 31 March 2021.

No adjustment has been to 30 June 2021 on the basis that there have been no further developments to either case since 31 March 2021.

On 30 June 2021, SIS acquired 25% of the share capital of Racelab Pty Limited for a net consideration of £2.9m with a potential to acquire a further shareholding in future years. While the acquisition of Racelab Pty Limited is a significant event arising after SIS's financial reporting date of 31 March 2021, the Directors have concluded that its impact on the Group's share of SIS's results to 30 June 2021 is immaterial and therefore does not require adjusting for.

3. Post balance sheet events

There were no events subsequent to the Statement of Financial Position which require disclosure.

See note 2 of the full Annual Report and Financial Statements for a description of the impact of the post balance sheet events as they relate to SIS's reporting date (31 March 2021) on the Group's valuation of its investment in associate as at 30 June 2021.

- ENDS -