GlobalData Regulatory News (DATA)

26 July 2012

Progressive Digital Media Group Plc

Unaudited Interim Report For The Six Months Ended 30 June 2012

Progressive Digital Media Group Plc (PDMG) and its subsidiaries ('the Group') is a content driven media company producing premium business information. The Group enables organisations to gain competitive advantage by providing unique, high quality information and services across multiple platforms.

Highlights

Financial performance from continuing operations

Key achievements in the six months

Mike Danson, Chairman of Progressive Digital Media Group Plc, commented:

"Our first half results demonstrate that we have made good progress across a number of key metrics delivering increased revenues, margin and earnings against the prior year comparatives. We continue to focus on those areas which present the best opportunities for growth such as Business Intelligence, which pleasingly now accounts for over half of Group revenues. Our results, together with the fundraising and acquisition of Kable form not only a good platform for future growth but also have allowed the Group to exit from the less profitable consumer email marketing sector. Moreover, the launch of the new intelligence centres and the performance of our Business Intelligence division as a whole have positioned us well to develop the business rapidly from now on."

Note 1: Adjusted EBITDA: Earnings before interest, tax, depreciation, amortisation, impairment, and share based payments, and adjusted for costs associated with derivatives, acquisitions, integration and restructure of the Group. Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of Revenue.

Note 2: EBITDA: Earnings before interest, tax, depreciation, amortisation and impairment. Includes a charge of £0.5 million for share based payments (2011: £0.4 million).

Enquiries:

Progressive Digital Media Group Plc 0207 936 6400

Mike Danson, Chairman

Simon Pyper, Group Managing Director

Singer Capital Markets, NOMAD and Broker 0203 205 7500

James Maxwell

Nick Donovan

Hudson Sandler 0207 796 4133

Michael Sandler

CHAIRMAN'S REVIEW

Strong first half results, coupled with a successful fundraising and the completion of the Kable acquisition (2 July 2012) provide a solid platform for further growth. Our first half results demonstrate that we have made good progress across a number of key metrics delivering increased revenues, margin and earnings against the prior year comparatives. Additionally, we continue to focus on those areas which present the best opportunities for growth such as Business Intelligence, which reported revenue growth of 12.5% for the period and pleasingly now accounts for over half of Group revenues.

Our results, together with the fundraising and acquisition of Kable form not only a good platform for future growth but also have allowed the Group to exit from the less profitable consumer email marketing sector.

The successful £20 million share placing completed on 30 April 2012 provides the Group with the financial resources to make further acquisitions which are a strategic fit. The recent acquisition of Kable is a good example of acquiring a strategic fit business. Kable, a subscription based business information company is one of the United Kingdom's leading providers of business intelligence on technology expenditure. Additionally, Kable has credible brand equity, industry leading renewal rates and good opportunities in adjacent markets for future growth. The acquisition is discussed further in note 8 of these interim financial statements.

Acquisitions constitute an important part of our growth strategy. However, we are equally if not more focused on delivering long term sustainable growth from our organic business and in particular from our portfolio of Business Intelligence assets. Pleasingly, our Business Intelligence division performed well in the first half and we expect this to continue as we realise the benefits from our investment in our content, our delivery platforms and our sales infrastructure.

We believe the results for the first six months provide momentum for the remainder of the year and we are confident that our full year results will be in line with market estimates.

Group Performance

Group revenues increased by 2.8% to £25.9m (2011: £25.2m); with a good performance from Business Intelligence being partially offset by a rephasing of revenues from our Events and Marketing business units from the first half of last year to the second half of this year.

Adjusted EBITDA grew 10.3% to £4.3m (2011: £3.9m), with Adjusted EBITDA margin increasing by 1.1% to 16.6% (2011: 15.5%).

Profit before tax increased by £0.8m to £2.0m (2011: £1.2m), which is after a £0.5m non-cash charge for share based payments following the introduction in January 2011 of the long-term incentive plan for senior management (2011: £0.4m).

Business Information

Business Information, which includes our Business Intelligence and Events and Marketing business units, now accounts for almost 96% of Group revenues and earnings.

Business Information revenues grew by 4.2% for the first half (over the corresponding period in 2011) with:

·; Business Intelligence at +12.5%, and

·; Events and Marketing at -5.3%

Events and Marketing revenues were adversely impacted by the rephasing of a number of events from the first half of last year to the second half of this year.

B2C Digital Marketing

Given the overall performance of the Group, and our focus on Business Intelligence, we have decided to withdraw from the legacy consumer email marketing business. Consequently, we are reporting this under "discontinued operations" and a loss of £1.5m has been recorded for the first half of the year. Accordingly, our comparative statements have been restated (Note 5).

Board Changes

We continue to strengthen our management team and the Group has over the past few months appointed a number of senior executives to positions within the Group and in particular within our Business Intelligence division.

Furthermore, we have decided to re-focus the Board and reduce the number of executive directors to myself and Simon Pyper (Group Managing Director). Consequently Mark Meek (CEO) and Stephen Bradley (Finance Director) will be leaving the Board. Stephen Bradley will remain in his current role and as before will report to Simon Pyper; however Mark Meek has decided to leave the Group and the Board would like to thank him for his contribution and wishes him well for the future.

With the first part of our strategy now complete the Board's objectives will be to focus on operational excellence and the continued investment in, and development of, our premium business information and related products.

Financial review

The Group's statement of financial position at 30 June 2012 reflects the recent share placement completed on 30 April 2012. Cash and cash equivalents were £15.0m (2011 £0.4m). Short-term borrowings which consist of the outstanding amount on the loan that funded the Canadean acquisition and an instalment of the RBS loan, have fallen to £3.5m (2011 £13.4m). Long-term borrowings were £6.2m (2011 £9.8m) and represent the remaining loan provided by RBS falling due after more than one year. At the time of the share placing an automatic repayment of £4m was made to RBS and Michael Danson converted £8m of his subordinated interest free loan to equity with the Group repaying the remainder of that loan. Net cash at 30 June is £5.3m (2011: net debt of £22.7m), with net cash being cash and cash equivalents less short and long term borrowings.

Total equity has increased to £23.1m (2011 £3.2m).

The Group has prepared the accounts on a going concern basis and, based on current forecasts, the Group will meet its day-to-day working capital requirements from operating cash flows and existing banking facilities.

Outlook and prospects

We have had a good first half with revenue and EBITDA growth ahead of last year and in line with expectations. The completed fundraising coupled with the acquisition of Kable and the good performance of our Business Intelligence division provide a strong footing for the second half of the year and beyond. Whilst we recognise that the economic climate remains uncertain, we are confident that we are on the right course and that we will continue to benefit from our investment in our people, our products and our delivery platforms.

Mike Danson

Chairman

Independent review report to the members of Progressive Digital Media Group Plc

Introduction

We have reviewed the condensed set of financial statements in the half-yearly financial report of Progressive Digital Media Group Plc for the six months ended 30 June 2012 which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity and the consolidated statement of cash flows. We have read the other information contained in the half yearly financial report (the Chairman's review) and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company's members, as a body, in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information performed by the Independent Auditor of the Entity'. Our review work has been undertaken so that we might state to the company's members those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our review work, for this report, or for the conclusion we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.

Our responsibility

Our responsibility is to express a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.

GRANT THORNTON UK LLP

AUDITOR

London26 July 2012

Consolidated income statement

The accompanying notes form an integral part of this financial report.

1 EBITDA is defined as earnings before interest, tax, depreciation, amortisation and impairment.

2 We define Adjusted EBITDA as EBITDA adjusted for costs associated with acquisitions, integration, impact of foreign exchange contracts, shared based payments and restructure of the Group. We present Adjusted EBITDA as additional information because we understand that it is a measure used by certain investors and because it is used as the measure of segment profit or loss. However, other companies may present Adjusted EBITDA differently. EBITDA and Adjusted EBITDA are not measures of financial performance under IFRS and should not be considered as an alternative to operating profit or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measure of performance derived in accordance with IFRS.

Consolidated statement of comprehensive income

The accompanying notes form an integral part of this financial report.

Consolidated statement of financial position

The accompanying notes form an integral part of this financial report.

Consolidated statement of changes in equity (unaudited)

The accompanying notes form an integral part of this financial report.

Consolidated statement of cash flows

The accompanying notes form an integral part of this financial report.

Notes to the interim financial statements

1. General information

Nature of operations

Progressive Digital Media Group Plc and its subsidiaries (together 'the Group') principal activity is the provision of premium business information, research services and marketing solutions for senior level decision makers. Refer to note 3 for further information about the Group's operating segments.

Progressive Digital Media Group Plc ('the Company') is a company incorporated in the United Kingdom and listed on the Alternative Investment Market (AIM). The registered office of the Company is John Carpenter House, John Carpenter Street, London, EC4Y 0AN. The registered number of the Company is 3925319.

Basis of preparation

These interim financial statements are for the six months ended 30 June 2012. They have been prepared in accordance with IAS 34, Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with Progressive Digital Media Group Plc's audited financial statements for the year ended 31 December 2011.

The financial information for the year ended 31 December 2011 set out in this interim report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2011 have been filed with the Registrar of Companies and can be found on the Group's website www.progressivedigitalmedia.com. The auditor's report on those financial statements was unqualified and did not contain statements under Section 498(2) or Section 498(3) of the Companies Act 2006.

These interim financial statements have been prepared under the historical cost convention as modified by the revaluation of derivative financial instruments. These interim financial statements have been prepared in accordance with the accounting policies detailed in the Group's financial statements for the year ended 31 December 2011. The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these interim financial statements.

The interim financial statements are presented in Pounds Sterling (£), which is also the functional currency of the Company. These interim financial statements have been approved for issue by the board of directors.

Critical accounting estimates and judgements

The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period relate to property provisions, valuation of acquired intangible assets, provisions for bad debt, share based payments and the carrying value of goodwill and other intangibles in the statement of financial position.

Going concern

The Group meets its day-to-day working capital requirements from an overdraft facility of £3.0 million, none of which was utilised as at 30 June 2012. Based on cash flow projections the Group considers the existing financing facilities to be adequate to meet short-term commitments.

The Group has one outstanding loan from the Chairman and majority shareholder, Michael Danson. The initial loan of £9.0 million loan was used to fund the acquisition of Canadean and has £2.0 million outstanding as at 30 June 2012. Repayments on the loan will only be made to the extent that the Group has sufficient forecast working capital to meet all of its liabilities.

The Directors have a reasonable expectation that there are no material uncertainties that cast significant doubt about the Group's ability to continue as a going concern. Accordingly, the Group has prepared the interim financial statements on a going concern basis.

Notes to the interim financial statements (continued)

2. Accounting policies

This interim report has been prepared based on the accounting policies detailed in the Group's financial statements for the year ended 31 December 2011.

3. Segment analysis

The Group considers the business from a divisional perspective (Business Information and B2C Digital Marketing).

Segment profit or loss is reported to the Board (which is considered to be the Group's chief operating decision maker) on a monthly basis and consists of earnings before interest, tax, depreciation, amortisation, central overheads and other adjusting items.

Business Information

Business Information is focused on the B2B space, providing content-rich, web-based information products, via its business intelligence and events and marketing divisions.

B2C Digital Marketing

B2C Digital Marketing is focused on the B2C market, providing innovative, online digital marketing, research and panel solutions.

On 1 April 2012 the Group made the decision to close the TMN email marketing business unit, including the TMN, EDR and TAPPS businesses, which formed part of the Group's B2C Digital Marketing division. Therefore, pursuant to the provisions of IFRS 5 the operation has been classified as discontinued (see note 5).

Notes to the interim financial statements (continued)

3. Segment analysis (continued)

Six months to June 2012

Six months to June 2011

Year to December 2011

Notes to the interim financial statements (continued)

3. Segment analysis (continued)

4. Other expenses

Notes to the interim financial statements (continued)

5. Discontinued operations

On 1 April 2012 the Group made the decision to close the TMN email marketing business unit, including the TMN, EDR and TAPPS businesses. The TMN email marketing division formed part of the Group's B2C Digital Marketing division. Therefore, pursuant to the provisions of IFRS 5 the operation has been classified as discontinued.

a) The results of the discontinued operation are as follows;

b). (Loss)/ profit before tax

c). Cash flows from discontinued operations

Notes to the interim financial statements (continued)

6. Equity

Authorised share capital:

The Company has two classes of shares. The ordinary shares carry no right to fixed income and each share carries the right to one vote at general meetings of the Company.

The deferred shares do not confer upon the holders the right to receive any dividend, distribution or other participation in the profits of the Company. The deferred shares do not entitle the holders to receive notice of or to attend and speak or vote at any general meeting of the Company. On distribution of assets on liquidation or otherwise, the surplus assets of the Company remaining after payments of its liabilities shall be applied first in repaying to holders of the deferred shares the nominal amounts and any premiums paid up or credited as paid up on such shares, and second the balance of such assets shall belong to and be distributed among the holders of the ordinary shares in proportion to the nominal amounts paid up on the ordinary shares held by them respectively.

During the period the Group issued 155,555,555 ordinary shares with a nominal value of £15,556 which were subscribed for at a price of 18 pence per share. The gross consideration for this subscription was £28million.

The issue of 111,111,111 shares was a result of the placing of Ordinary shares by Singer Capital Markets (the "Placing"), which raised gross funds of £20million. The Directors intend that the net proceeds will be used to fund growth opportunities and in particular to finance complementary acquisitions in the Business Information market. As part of the banking agreement with The Royal Bank of Scotland, £4million of the funds were used to repay borrowings.

Simultaneously with the Placing, the Chairman Michael Danson, entered into a capitalisation agreement to convert £8million of a non-interest bearing loan of £9,768,871 into 44,444,444 ordinary shares at the Placing price of 18 pence per share.

Following the Placing and the Capitalisation, Michael Danson's shareholding in the Group is 67.72% (31 December 2011: 83.89%)

Notes to the interim financial statements (continued)

The amount recognised within share premium as a result of the Placing and Capitalisation was £27.1million, which is analysed as follows;

£m

Gross funds of the Placing 20.0

Capitalisation of loan 8.0

Commission paid to Singer Capital Markets (4%) (0.8)

Legal fees associated to the Placing (0.1)

Net funds 27.1

7. Borrowings

Outstanding loans consist of one loan provided by Michael Danson as well as two facilities provided by The Royal Bank of Scotland, which were issued in 2011. Of The Royal Bank of Scotland loans, £1.5million is due for repayment within the year.

Current

The Group currently has a £3 million overdraft facility, which was not drawn down upon at 30 June 2012. Interest is charged on the overdraft at 2.5% over the London Interbank Offered Rate.

A £9 million loan was provided by Michael Danson to fund the acquisition of Canadean. The loan has an interest rate of 275 basis points over the 3-month London Interbank Offered Rate, in line with the current rate on Progressive's term loan with the Royal Bank of Scotland. This loan has £2.0 million outstanding as at 30 June 2012.

Non-current

£12 million loan provided by The Royal Bank of Scotland

In October 2011, the Group refinanced its debt position. A £6 million term loan and a £6 million revolving capital facility were issued by The Royal Bank of Scotland.

As part of the Placing (discussed in note 6) £4million of the term loan was repaid to The Royal Bank of Scotland, pursuant to the banking agreement. As at 30 June 2012, £2 million of the term loan and £6 million revolving capital facility were outstanding. £1.5million of the term loan is due for repayment in October 2012 and as such has been classified as a short term liability.

Also, as part of the Placing (discussed in note 6); Michael Danson converted £8million of his £9.8million interest free loan into equity. The remaining £1.8million was used to offset an amount owed by World Market Intelligence, a company wholly owned by Michael Danson.

Notes to the interim financial statements (continued)

8. Acquisition

The assets of Kable, a division of Guardian News & Media Limited, were acquired on 2 July 2012. Kable is one of the UK's leading providers of technology expenditure intelligence providing business information, tactical intelligence, research, analysis and consultancy to a number of the UK's leading blue chip companies. Kable is a strategic fit business, delivering subscription based business information services with a strong brand, industry leading renewal rates and good growth opportunities in adjacent markets. The initial accounting for the acquisition has not been finalised hence an estimate of the financial effect of the transaction cannot yet be made.

9. Related party transactions

Michael Danson, Progressive Digital Media Group's Chairman, owns 67.72% of the Company's ordinary shares as at 30 June 2012. Michael Danson owns a number of businesses that interact with Progressive Digital Media Group. The principal transactions are as follows:

Accommodation

Following the sale of the freehold property, Progressive Digital Media Group entered into a property lease with Estel Property Investments for a period of 25 years. In September 2009, Progressive Digital Media Group entered into a second lease with Estel Property Investments for another property for a period of 25 years. The buildings are also occupied by a number of other businesses that are owned by Michael Danson (see below). The Group recharges rental expenses to these companies based on the proportional occupancy of the buildings. The total rental expense in relation to the buildings owned by Estel Property Investments for the 6 months to 30 June 2012 was £842,817 net of a recharge of £283,983 to the other companies occupying the buildings (2011: £949,969 net of a recharge of £201,940).

Corporate support services

Corporate support services are provided to the other companies owned by Michael Danson, principally finance, human resources, IT and facilities management. These are recharged to companies that consume these services based on specific drivers of costs, such as proportional occupancy of buildings for facilities management, headcount for human resources services, revenue or gross profit for finance services and headcount for IT services. The recharge made from Progressive Digital Media Group to these companies for the 6 months to 30 June 2012 was £749,800 (2011: £630,928).

Revenue License Agreement

During the previous year, Progressive Digital Media Group entered into a licensing agreement with World Marketing Intelligence Ltd ("WMI"), wholly owned by Mike Danson, to sell WMI's Construction Intelligence Center ("CIC") content through the Group's own websites. Under the terms of the agreement, 20% of revenue generated from the sale of CIC content is payable to WMI. The total revenue recognised in Progressive Digital Media Group for the 6 months to 30 June 2012 is £0.4 million.

Loans

Michael Danson has provided loans to the Group during the periods presented.

·; A £9.8 million loan issued in 2009 and repayable by 2019. During the period, £8.0 million was converted into 44,444,444 ordinary shares at the Placing price of 18 pence per share. The remaining £1.8million was used to repay a debt owed by World Market Intelligence Ltd, a company wholly owned by Michael Danson. The loan carried no interest.

·; A £9 million loan for the Canadean acquisition, repayable by 2013, or earlier subject to Board approval. £2 million is outstanding as at 30 June 2012. This loan accrues interest at a rate of 275 basis points over the 3 month London Interbank Offered Rate, in line with the current rate on Progressive's term loan with the Royal Bank of Scotland.

·;

Notes to the interim financial statements (continued)

Amounts outstanding

The Group has taken advantage of the exemptions contained within IAS 24 - Related Party Disclosures from the requirement to disclose transactions between Group companies as these have been eliminated on consolidation.

The amounts outstanding for other related parties, excluding the loans from Michael Danson, were:

The company has right of set off over these amounts.

Advisers

Company Secretary

Stephen Bradley

Head Office and Registered Office

John Carpenter House

John Carpenter Street

London

EC4Y 0AN

Tel: + 44 (0) 20 7936 6400

Nominated Adviser and Broker

Singer Capital Markets Limited

One Hanover Street

London

W1S 1YZ

Auditor

Grant Thornton UK LLP

Grant Thornton House

Melton Street

London

NW1 2EP

Registrars

Capita Registrars Limited

Northern House

Woodsome Park

Fenay Bridge

Huddersfield

West Yorkshire

HD8 0GA

Bankers

The Royal Bank of Scotland plc

280 Bishopsgate

London

EC2M 4RB

Registered number

Company No. 3925319