21 Dec 2009 07:00
Embargoed: 0700hrs, 21 December 2009
DCD Media plc
("DCD" or the "Group")
Final Results for the Year Ended 30 June 2009
DCD Media, the independent TV production and distribution group, is pleased to report results for the financial year ended 30 June 2009.
Financial Highlights
Revenue: £34.5m (2008: £34.0m)
Gross profit: £8.7m (2008: £4.9m)
Adjusted Profit Before Tax (note 1): £2.4m (2008: £2.6m)
Profit before Tax (note 2): £0.5m (2008: Loss £25.4m)
Adjusted EBITDA (note 3): £3.0m (2008: £3.8m)
Refer to table within the Financial Review section below for a reconciliation of the adjustments:
Note 1: Profit Before Tax result adjusted for restructuring cost (Legal £0.2m and restructuring £0.1m), non cash related amortisation (£1.6m)
Note 2: Statutory profit before tax as reflected on the face of the Income Statement
Note 3: Adjusted EBITDA equals EBITDA excluding restructuring costs
Operational Highlights
Strategy of expansion into US production market proving highly successful with approximately 35% of revenues now coming from the North American markets, principally the USA - currently in simultaneous production on three series for three separate major US broadcasters
Launched Scottish production company, Matchlight, with leading Scottish producers - has already won commissions from major broadcasters
Launched Irish production arm of West Park Pictures - has already won commissions including for the national broadcaster
DCD Rights private equity-backed fund gaining momentum - expect activity to increase in 2010 as production environment improves
Reinforced broad intellectual property strategy with Digital Classics DVD label releasing 20 titles with 75% of these on behalf of third party producers
DCD Publishing actively exploiting ancillary rights to third party and DCD-generated programming
Major Post Balance Sheet Events
Successful refinancing of Group debt with Coutts & Co. leading to a significant reduction in debt liability and three year extension of maturity on remaining loan notes
Appointment of David Green as Chief Executive Officer
A further $13.8m of US generated business won post year-end relating to the new financial year
David Elstein, Chairman of DCD Media, commented,
"The Group has demonstrated extraordinary resilience during a challenging period for the TV production industry. The vertically integrated model of DCD and the breadth of our production genres affords us the versatility to focus on profitable activity whilst minimising our costs in weaker areas.
To have weathered that tough environment and emerged with a stronger balance sheet, a geographically expanded group, achieved with minimal capital expenditure, and a growing foothold in the lucrative US production market is a testament to the determination of our team."
For further information please contact:
John McIntosh, Finance Director
DCD Media plc
Tel. 020 7297 8000
Ben Simons
M: Communications
Tel. 020 7920 2340
Jeremy Ellis or Chris Clarke
Evolution Securities
Tel. 020 7071 4300
Chairman's Statement
I am pleased to present the results for the Group for the twelve months ended 30 June 2009. In arguably the toughest environment for television production of the last decade DCD has demonstrated extraordinary resilience recording a relatively flat operating result over the prior year at the adjusted Profit before Tax level. It is both the breadth of production genres and our vertically integrated model that underpins this performance. For example, a weak commissioning environment may offer greater opportunities in the distribution of pre-produced content owned or controlled by DCD Rights, pressure on production margins may be offset by exploiting every aspect of intellectual property such as DVD and ancillary rights, a reduction in broadcaster spend on drama may be offset by an increase in higher volume, lower cost documentary or factual entertainment series production and, perhaps most characteristically of the year under review, a growing footprint in the USA can mitigate a more hostile domestic television market.
Financial Review
Revenues to 30 June 2009 were £34.5m, up £0.5m on the previous year's £34.0m. With domestic UK sourced work accounting for approximately 52%, international production 30%, and programme distribution and exploitation of ancillary rights accounting for the remaining 18%.
The profit for the year has benefited from the continued push into the ancillary rights areas such as merchandising and publishing. The re-organisation which occurred prior in the first half of the year allowed significant overhead savings to be made across occupancy and back office areas. The Group's statutory profit before tax was £0.5m (2008: Loss £25.4m).
The measure used by the Group to indicate operating performance aims to reflect normalised trading before exceptional, restructuring items, non cash impairment charges, but after net finance costs.
In normalising Profit Before Tax ("PBT") and Earnings Before Interest, Tax, Depreciation and Amortisation ("EBITDA"), the Group does not add back all its amortisation charges. There are various ways to reflect the non-cash amortisation charges, but the Group believes that where there is a direct cash cost related to earnings this type of related amortisation charge should not be added back. This primarily refers to amortisation of long-term television drama production. The Group continues to capitalize its intellectual property in line with the release of revenue from such investments.
A reconciliation of the Group's Adjusted PBT and EBITDA is shown below:
| £m | £m | |
| 2009 | 2008 | |
| Operating profit/(loss) per statutory accounts | 1.0 | (24.4) |
| Add: Amortisation of intangibles | 7.2 | 9.0 |
| Add: Impairment of goodwill/related intangibles | - | 18.20 |
| Add: Impairment of programme rights | - | 2.3 |
| Add: Depreciation | 0.1 | 0.2 |
| EBITDA | 8.3 | 5.3 |
| Less: Amortisation relating to viewing rights of programmes commissioned by third parties |
(5.6) |
(3.3) |
| EBITDA | 2.7 | 2.00 |
| Add: Integration costs expensed | - | 0.5 |
| Add: Restructuring costs (legal and statutory) | 0.3 | 1.3 |
| ------------ | ----------- | |
| Adjusted EBITDA | 3.0 | 3.8 |
| Less: Net interest costs | (0.5) | (1.0) |
| Less: Depreciation | (0.1) | (0.2) |
| Adjusted PBT | 2.4 | 2.6 |
| ----------- | ----------- |
The Group's management believes the most appropriate measure of performance after taking account of the non-cash and non-trading charges shown above is the Adjusted PBT of £2.4m (2008:£2.6m).
Balance sheet highlights
At the year end total convertible loan debt stood at £9.9m (2008: £11.5m) however, the convertible debt liability was substantially reduced on 30 November 2009 to £2.9m following the agreement of our primary holder of convertible loan notes, Highbridge Capital Management LLC ("Highbridge), to cancel approximately £6.9m of convertible loan notes in exchange for approximately £2.5m of cash and 7,631,048 new ordinary shares. The cash consideration was met from a new senior bank loan from Coutts & Co. of £3.0m, provided on normal commercial terms, and repayable over three years in equal quarterly instalments. The balance of the loan is being used to increase working capital within DCD. The remainder of the convertible debt is £2.9m redeemable in November 2012 if not previously converted at the fixed price of 18p.
The change in the company's debt leverage since the year end is significant. Before the re-finance described above, net debt stood at a multiple of, approximately, 3.7 times adjusted profit before tax. The multiple reflected in these results is now, approximately, 2.5 following the recent refinance. By the end of 2010, the Group is targeting a further reduction.
Cash on hand at the year end stood at £1.8m (2008: £3.1m)
There is no UK tax charge as a result of losses available for offset. No deferred tax asset has been recognised in relation to these losses.
No dividend is proposed for the year. Earnings per share are disclosed in the notes below.
Board Changes
On behalf of the board we are delighted to appoint David Green as Group Chief Executive Officer. David had previously been holding the position of Chief Creative Officer and Acting Chief Executive since November 2008 and has demonstrated that he is unquestionably well suited to lead the Group into its next phase of growth which we anticipate will, in large part, feature a continued push into America where David has made excellent progress in recent months. David has worked in the television industry for 38 years, as a prolific director and producer of popular programming and films, and the head of a major production business. He is experienced and well liked in both the UK and US television communities.
Group Structure
Further improvements have been made to the structure of our operating businesses to take advantage of synergies wherever possible, minimise overheads and ensure that we are playing to our strengths.
Production:
Drama production activity is now driven by the newly branded DCD Drama whilst arts programming is largely split between West Park Pictures, our documentary and arts specialist, and Prospect Pictures, the factual and formats producer. September Films is a formidable force in the production of factual entertainment, documentary and reality series on both sides of the Atlantic from offices in West London and Hollywood (September Films USA). Done and Dusted continues to be regarded as the pre-eminent music and staged events producer in the world. And finally, the most recent addition to the DCD production family was the establishment, in March 2009, of Matchlight, a venture with a group of leading Scottish producers specialising in factual programming in Glasgow.
Distribution:
Distribution comprises DCD Rights with over 2,500 hours of programming produced either by DCD companies or third party producers and, since August 2008, access to a rolling £10m private equity-backed fund for the investment in third party distribution rights. In September 2008 the distribution division launched DCD Publishing to take advantage of book publishing, merchandising and licensing of ancillary rights and the division's own DVD label, Digital Classics, handles DVD distribution for DCD produced material and third party producers.
Outlook
Notwithstanding the challenging environment facing all UK independent producers, DCD is in its best shape to date. We have a group of high quality production brands and talented individuals, sharing overheads, and a distribution division that is maximising the value of every aspect of their programming rights and those of other producers. Thanks to considerable efforts by the board and the willing shown by our stakeholders we are going into 2010 with manageable debt, stronger working capital and an increasingly profitable business.
In the UK the group is suffering, along with every other independent producer, from a slowdown in commissioning activity particularly in high budget areas such as television drama, which has historically been a major contributor to group performance. However, as confidence returns to the market, we expect broadcaster-spend on such areas to improve and DCD Drama will be poised to take advantage of the resurgence.
Perhaps of most significance looking ahead is that 35% of annualised revenues are now coming from North America, predominantly in US TV production and, for the first time in our history, we are in simultaneous production on three major series for three major US broadcasters out of our Los Angeles office. What is exciting about this is we are merely scratching the surface of a vast commissioning pool in the USA where we are gaining momentum.
I would like to thank my board colleagues and every member of the DCD team for their hard work that has enabled the Company to demonstrate the resilience shown in these results. In particular I would like to thank the Chief Financial Officer, John McIntosh, for his role in completing the refinancing of debt last month and finally, our Chief Executive, David Green, who is driving the push into America with tremendous success.
David Elstein
Chairman
Chief Executive's Review of Divisions
DCD is shaped in such a way as to mitigate dependence on any one programme genre and to retain the upside of all of our intellectual property. An integrated business with shared overheads allows us the flexibility to allocate resources to the most profitable activity at any one time. The Group may continue to broaden its genres either organically or through acquisition as well as expand internationally as it has done with success and minimal investment in the USA, Ireland and Scotland in recent months. I am pleased to provide a review of activity within the Group.
Production
Done and Dusted
Done and Dusted is one of the world's foremost independent producers of concert and staged events. During the year Done and Dusted has made great strides in diversifying its output for example with the transmission of its first interactive youth facing series 101 Challenges on C4, the production of a groundbreaking series of mobisodes for Nokia's pioneering mobile TV channel, and a number of new commissions in the lucrative field of ad-funded programming.
Revenues from Done and Dusted are underpinned by a number of large, high profile recurring events such as The Victoria's Secret Fashion Show (staged and filmed by Done and Dusted) which transmitted on America's number one network CBS on Dec 3 2008, watched by 8.7m viewers, making it the highest rated programme for adults (18-49) on CBS TV and T4 On The Beach, the annual C4 flagship show broadcast live and repeated throughout the year on C4/E4.
During the year Done and Dusted filmed international acts such as Mika, Stevie Wonder, Coldplay and Neil Diamond's shows at Madison Square Garden, the latter transmitting after the year end to top ratings on primetime CBS TV.
With pressure on broadcaster-spend on commissioning in the current environment Done and Dusted has sought to mitigate the effects by pursuing, with success, various advertiser-funded events, both during and post year end, such as F1 Rocks Singapore, a three-day live mega concert held in conjunction with the Formula One night race in Singapore (ad-funded by LG for Universal), featuring performances from No Doubt, Black Eyed Peas, Beyoncé, N*E*R*D, ZZ Top and Simple Minds and Guinness' worldwide 250th Anniversary celebration (ad-funded for Guinness) with non-stop live performances including Tom Jones, Estelle, Kasabian, Razorlight, Sugababes, Jamie Cullum and David Gray, streamed across bars and pubs worldwide and in the UK on PubTV.
Done and Dusted has been extremely active since year end, with September 2009 its busiest month to date staging or filming no less than five high profile live music events including Coldplay at Wembley Stadium and Barcelona. Other post year end business has included the MOBO Awards 2009 in Glasgow, broadcast live on the BBC, Green Day live concert for MTV, A Christmas Carol for Sky Movies' launch of the Disney movie across various locations in London and last month's T4 Stars of 2009 live on C4, which followed on from the annual success of T4 On The Beach with the launch of a new winter live music event that may become another recurring show for the Group. Done and Dusted will also be filming Miley Cyrus at the O2 for a two hour special.
DCD Drama
All DCD drama development and programming is now generated by the newly branded DCD Drama, incorporating Box TV. This area, traditionally producing low-volume, high-budget output has suffered more than any other area in the Group, with continued programme slippage during the dry spell of broadcaster-spend on high budget drama. DCD has reduced the costs associated with this division accordingly though we expect it to return to prominence as confidence returns to the broadcasters.
Prospect Pictures (Prospect)
Prospect Pictures, DCD's factual and formats specialist, enjoyed a period of increased activity from its London and Cardiff production offices. Revenues are underpinned by a high volume, low cost recurring programme flow including Daily Cooks Challenge, which transmitted its third season during the year featuring 50x60' episodes and Christmas Cooks Challenge, both for ITV1. Prospect received a commission for the fourth season of Daily Cooks Challenge post year end in October 2009. Growth in the year has come largely from an increase in new factual and arts programme production for multiple broadcaster clients - both one-offs and series - including The Road to Glory for BBC Films, RAF at 90 for BBC2, My Brilliant Britain (10x30') for Blighty, Fix My Fat Head, Rock and Roll Hotel (3x40') and Tourettes: I Swear I Can't Help It, all for BBC1 as well as a 30 episode-strong series of short films for the ONE SHOW (BBC1) with double the amount commissioned for delivery next year.
Alongside West Park Pictures, Prospect contributes to the Group's production of arts programming output. Productions in this genre for Prospect during the year have included Do It Yourself: The Story Rough Trade (Broadcast Award nominated) and A Poet's Guide to Britain (6x30'), both for BBC4 with ancillary rights to the latter now being exploited by DCD Publishing and Digital Classics (DVD). The increase in arts programming continued post year end with the commissioning of two feature length arts documentaries for BBC4 for transmission next spring - Chopin and the Nightingale and Elgar The Outsider. The surge in factual programming activity at Prospect prompted the expansion of the senior creative team during the year.
September Films (September)
September Films is enjoying tremendous momentum in primetime factual entertainment, documentary and reality format programming on both sides of the Atlantic, particularly in the US during and post year end.
September produced its first original real life series for US broadcaster A&E, The Exterminators, which premiered in January 2009. Following the success of Season 1 (13x30') September received a commission post year end to produce 20x30' new episodes to air in 2010. September's sixth season of WE's hit series Bridezillas transmitted during the summer, leading to a commission post year end for Season 7 of the US network's all-time highest rated series. The order brings the Bridezillas franchise to 127 hours - to be distributed internationally by DCD Rights. The first 102 hours have so far sold to over 50 territories, making Bridezillas DCD's biggest selling international brand ever. A further triumph in the US markets followed September's production of a one-hour pilot behind-the-scenes real-life documentary, Mall Cops: Mall Of America, which post year end led to the commissioning by US cable network, TLC, for a whole 12x30' first season.
September further cemented its reputation as the world's preeminent producer of high profile human interest documentaries with The Pregnant Man production, winning US commissioning broadcaster, Discovery Health US, its highest audience of the year. The division received an incredible raft of new commissions in this genre both during, and since the year end, including Deaf And Blind Triplets for Discovery Health US, Growing Without A Face for Five, The World's Heaviest Man Gets Married for Five and TLC, China's Elephant Man for National Geographic, Half Ton Son and Britain's Conjoined Twins: Faith & Hope for C4 and National Geographic, Conjoined Twins: Sister Bond, Child Frozen in Time, Marlie's New Face: 4 years On, 650 lb Virgin and 650 lb Virgin: The Weight is Over all for TLC.
September has demonstrated its diversity by breaking into the lucrative children's programming genre with a hit first season of Richard Hammond's Blast Lab for CBBC/BBC2. Following the ratings success CBBC commissioned a second season during the year under review to bring the current total to 52 episodes. The division also received critical acclaim for its 4x60' documentary series Alan Whicker's Journey of a Lifetime for BBC2 and was commissioned by BBC1 to produce a new primetime documentary series, Children's Emergency (8x30').
It is worth noting the breadth of broadcasters whom September now counts as clients demonstrating that we are not dependent on any single customer for the bulk of our work and the growing reputation of the production company is spreading among a wide pool of commissioners.
In light of the volume of production activity within September and the opportunities that continue to flow in its direction, we were pleased to add Steve Carsey (former Endemol and Mentorn) to the team as Creative Director, Entertainment. Steve has a formidable reputation in creating, developing and producing innovative formatted entertainment, popular factual, reality and event programming and will add value to the business.
West Park Pictures (West Park)
West Park's relationship with Stephen Fry led to further high quality programme output with the series Stephen Fry in America featuring in the top 10 of 2008's most viewed factual shows on UK television and Stephen Fry's Last Chance To See (6x60' BBC2) airing primetime BBC2. West Park has expanded both geographically, with the opening of West Park West in Dublin in April 2009 and in its range of genres with wildlife, sports and even live broadcast activity during the year. The strategic move to gain a footprint in the Irish television market is bearing fruit following the delivery of several projects, mainly for the national broadcaster RTE, including the award nominated documentary, Horses, and two-part documentary, The Invincibles. West Park has also continued an enduring relationship with German director Werner Herzog who directed a highly acclaimed short film based on an aria of La Boheme for Sky Arts' 2009 Opera Season. The division delivered an 8x30' behind the scene doc series Theatreland to Sky Arts, along with groundbreaking 'simulcasts' of two high profile opera productions, La Boheme (live from the English National Opera) and L'Elisir D'Amor (live from Glyndebourne Festival) which transmitted simultaneously on Sky Arts and Sky Arts HD. The success of these productions has led to discussions with Sky Arts regarding more similar programming.
The nature of West Park's area of programming offers opportunities to mitigate the slowdown in UK commissioning activity by deriving certain revenues from non-broadcast sources such as The Prince's Charities, for whom there are several programmes in production. This trend has continued since the year end and West Park is currently focusing on a number of further potential non-broadcaster projects, including a major museum project in the Middle East.
Matchlight
In March 2009 DCD joined forces with a group of six of Scotland's leading programme makers to establish Matchlight, a major new production company based in Glasgow, Scotland. Matchlight specializes in documentary, specialist factual and factual entertainment programme making. This was a strategic move to capture opportunities arising from the public service broadcasters' commitment to increase programme supply from the nations and regions of the UK. The BBC has undertaken to increase programming originated from Scotland from 3% of its total original television output in 2008 to at least 8.9% by 2016.
The strategy is paying off as Matchlight has already secured several factual commissions for major UK broadcasters including BBC1, BBC2 and C4. The new production company's first documentary production The Exhumer aired primetime on Channel 4. Matchlight has since entered production on three new programmes; a major six-part primetime series Libel Britain for BBC1 (details of which remain under wraps); and one off documentaries Mind The Gap for BBC 2, fronted by John Humphrys, and Taking The Keys Away for BBC1. The pipeline for 2010 is positive - Matchlight is currently developing projects with ITV, Channel 4, Five and BBC. Matchlight is receiving funded development support from both Channel 4 and the BBC.
Distribution - comprising DCD Rights, DCD Publishing and Digital Classics
DCD Rights
The distribution engine of DCD Media is powering along at great pace, exploiting both the international programming rights of DCD companies and, increasingly, those of independent producers who are recognising DCD Rights as the partner of choice for handling their own content. A weaker commissioning environment tends to lead to increased spend on content that is already made. That DCD Rights has enjoyed a healthy year in tough trading conditions is evidence of this trend and unequivocally supports the rationale for a vertically integrated group.
Human interest documentaries, such as those made by September Films (eg. The Pregnant Man) or Prospect Pictures (eg. Tourettes: I Swear I Can't Help It), are particularly saleable around the world, so the ability to arrive at international television markets with a raft of programming to offer in that genre, and a known pipeline of new material, is a real competitive edge. Likewise, DCD Rights controls valuable rights to hugely popular series such as Bridezillas, whose first 102 hours have so far sold to over 50 territories with the franchise shortly to increase to 127 hours, and Stephen Fry in America, which proved immensely popular at the Cannes television market last autumn.
DCD Rights has continued to broaden its catalogue with a wide array of new programmes from cutting edge factual entertainment to live music from the world's hottest musicians to dramas and children's entertainment. At the latest TV sales market held in Cannes in October 2009, DCD Rights arrived with a substantial slate of new shows produced by both DCD in-house and independent producers, cementing deals for Richard Hammond's Blast Lab in Asia, Australia and New Zealand as well as Last Chance To See and 45 Stone Virgin in Europe, Japan and Australia. In the live music genre, where DCD Rights is the distributor of choice for many programme makers, new titles including Pink: Funhouse, Take That, and Kings Of Leon sold in the US, UK, Latin America, Australia and Europe.
In September 2008, DCD Rights became involved with a potentially highly valuable private equity backed fund for the purpose of acquiring programme rights. With this war-chest of a rolling £10m of third-party capital, DCD Rights is able participate in the production financing of in-house and independent programming in return for control of the international distribution rights. A series of deals have been completed, predominantly post year end, and DCD Rights has been able to acquire rights in some very valuable product including Land Girls for BBC4, Breaking the Mould for BBC4, A Model Daughter for Australia's Screentime, Half Ton Teen for Megalomedia and CollegeHumor for Remote Productions. As the commissioning environment improves so too should the volume of capital advanced against programme rights. We view this as a unique and extremely positive advantage to DCD Rights' offering, the benefits of which should filter through during the current financial year.
DCD Publishing
Ancillary rights to television programming such as licensing, merchandising and book publishing are often under-exploited. This was the basis, in September 2008, for DCD to establish a publishing division in order to maximise the potential of every aspect of intellectual property - both our own and that of other producers. DCD Publishing is led by Adrian Sington, a TV tie-in publishing expert, formerly Managing Director of Boxtree, Chairman of Virgin Books and Vice-Chairman of Virgin Animation.
Since creation DCD Publishing has grown its portfolio of brands to encompass three main areas: Television (Richard Hammond's Blast Lab, Stephen Fry in America), Animation (Suzy's Zoo) and Music merchandising (representing some of the world's leading music publishers Universal Music Publishing, peermusic, Chrysalis Music Publishing), a division run by Head of Licensing and Music Merchandising, Michael Gottlieb, appointed in May 2009.
With a publishing deal for the TV series Stephen Fry in America, the division got off to a flying start and has been growing steadily since proving to be a very profitable area of business. DCD Publishing successfully licensed the book of Richard Hammond's Blast Lab to Dorling Kindersley, other TV tie-in deals have included Alan Whicker's Journey of a Lifetime with HarperCollins, Stairway To Heaven and Last Chance To See, all programmes produced by companies within the Group.
Post year end, in September 2009, the division secured its first toy deal in conjunction with Richard Hammond's Blast Lab and, in October, its first major deal in Music Merchandising, Puppy Love with Chrysalis Music and Universal Music, developing a puppy that will sing the original iconic hit 'Puppy Love' written by Paul Anka and a worldwide hit for Donny Osmond.
Digital Classics (DVD Label and Digital Download)
Since creation the DVD label has released 83 titles - of those 83 some 80% are on behalf of independent producers with the balance coming from DCD generated programmes. The label is gaining in reputation and the last twelve months have been transformational, achieving its first best-seller DVD with Stephen Fry in America. During the year Digital Classics licensed and released 20 titles including several from Warner Home Entertainment including Richard Lester's Petulia, starring Julie Christie, Audrey Hepburn's Green Mansions, Ken Russell's Lisztomania, starring Roger Daltrey, and Kaleidoscope with Warren Beatty. Other successes included West Park Pictures' The Invincibles and Stephen Fry: HIV & Me.
The DVD division has had an excellent start to the current financial year, already having released 75% of the prior year's volume of titles. Digital Classics is negotiating deals with a number of production companies to release their back catalogue titles on DVD and recently launched Last Chance to See with Stephen Fry in tandem with the Harper Collins book release and a major associated PR campaign.
Outlook
Since July 2009 Done and Dusted has secured its biggest ever slate of music and concert gigs and September Films has already closed a record $13.8m of new business out of its LA office. For the first time ever the Group is simultaneously filming three US TV reality series in the States for three different broadcasters. Major recommissions like Prospect Pictures' Daily Cooks Challenge for ITV and Richard Hammond's Blast Lab for BBC have also added to this positive momentum. A return to healthier production output, within DCD and across the whole industry, will bolster performance of both our production and distribution entities and evidence points to DCD's strongest pipeline of programming to date.
David Green
Chief Executive Officer
Consolidated Income Statement For the year ended 30 June 2009
| Note | 2009 | 2008 | |
| £'000 | £'000 | ||
| Revenue | 34,516 | 34,007 | |
| Cost of sales | (25,861) | (26,796) | |
| Impairment of programme rights | - | (2,324) | |
| (25,861) | (29,120) | ||
| Gross profit | 8,655 | 4,887 | |
| Selling and distribution expenses | (63) | (70) | |
| Administrative expenses: | |||
| Other administrative expenses | (7,487) | (9,789) | |
| Impairment of goodwill | - | (18,218) | |
| Restructuring costs | (94) | (1,252) | |
| (7,581) | (29,259) | ||
| Operating (Loss)/profit | 1,011 | (24,442) | |
| Finance Income | 62 | 75 | |
| Finance Costs | (623) | (1,072) | |
| Profit/(Loss) before taxation | 450 | (25,439) | |
| Taxation - current tax | 229 | 235 | |
| (Loss)/profit after taxation | 679 | (25,204) | |
| Basic loss per share | 1 | 1.27p | (49.54p) |
| Diluted loss per share | 1 | 0.77p | (49.54p) |
Consolidated Balance Sheet As at 30 June 2009
| 2009 | 2008 | ||
| £'000 | £'000 | ||
| Non-current assets | |||
| Goodwill | 16,249 | 16,249 | |
| Other intangible assets | 11,915 | 12,848 | |
| Property, plant & equipment | 114 | 178 | |
| Offer receivables | - | - | |
| 28,278 | 29,275 | ||
| Current assets | |||
| Inventories | 210 | 215 | |
| Trade and other receivables | 6,975 | 8,449 | |
| Cash and cash equivalents | 1,845 | 3,129 | |
| 9,030 | 11,843 | ||
| Current liabilities | |||
| Bank overdrafts | - | (30) | |
| Bank and other loans | (9,686) | (7,245) | |
| Trade and other payables | (8,908) | (10,480) | |
| Obligations under finance lease | - | (10) | |
| Provisions | (84) | (1,418) | |
| (18,678) | (19,183) | ||
| Non-current liabilities | |||
| Secured convertible loan | - | (3,754) | |
| Obligations under finance leases | (14) | (24) | |
| Deferred tax liabilities | (2,313) | (2,490) | |
| (2,227) | (6,268) | ||
| Net assets | 16,403 | 15,667 | |
| Equity | |||
| Share capital | 5,806 | 5,772 | |
| Share premium account | 49,100 | 49,077 | |
| Equity element of convertible loan | 328 | 328 | |
| Merger reserve | 6,356 | 6,356 | |
| Retained earnings | (45,187) | (45,866) | |
| 16,403 | 15,667 |
The financial statements were approved and authorised for issue by the Board of Directors on 19 December 2009.
J McIntosh,
Finance Director
Consolidated Cash Flow Statement
For the year ended 30 June 2009
| Cash flow from operating activities | 2009 | 2008 | |
| £'000 | £'000 | ||
| Net (loss)/profit before taxation | 450 | (25,439) | |
| Adjustments for: | |||
| Depreciation of tangible assets | 74 | 176 | |
| Amortisation and impairment of intangible assets (trade names) | 7,166 | 29,525 | |
| Profit on disposal of property, plant and equipment | 7 | (4) | |
| Loss on disposal of intangible assets | 100 | ||
| Net bank and other interest charges | 561 | 997 | |
| Net cash flows before changes in working capital | 8,258 | 5,355 | |
| Decrease/(increase) in inventories | 5 | 909 | |
| Decrease in trade and other receivables | 1,524 | 1,504 | |
| (Decrease)/increase in trade and other payables | (2,897) | (1,101) | |
| Cash from operations | 6,890 | 6,667 | |
| Interest received | 62 | 75 | |
| Interest paid | (623) | (990) | |
| Income taxes (received)/paid | - | 5 | |
| Net cash flows from operating activities | 6,329 | 5,757 | |
| Investing activities | |||
| Acquisition of subsidiary undertakings, net of cash and overdrafts acquired | - | (8,186) | |
| Purchase of property, plant and equipment | (10) | (49) | |
| Purchase of intangible assets | 6,233 | (7,871) | |
| Sale proceeds of property, plant and equipment | 7 | 33 | |
| Net cash flows used in investing activities | (6,236) | (16,073) | |
| Financing activities | |||
| Issue of ordinary share capital | 8.499 | ||
| Repayment of finance leases | (10) | (20) | |
| Repayment of loan | (1,700) | (1,480) | |
| New loans raised | 363 | 5,480 | |
| Net cash flows from financing activities | (1,347) | 12,479 | |
| Net increase/(decrease) in cash | (1,254) | 2,163 | |
| Cash and cash equivalents at beginning of period | 3,099 | 936 | |
| Cash and cash equivalents at end of period | 1,845 | 3,099 |
Consolidated Statement of Changes in Equity
For the year ended 30 June 2009
| Share capital | Share premium | Equity element of convertible loan | Merger reserve | Retained earnings | Total equity | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Balance at 30 June 2007 | 3,510 | 33,242 | - | 6,356 | (20,662) | 22,446 |
| Loss for period | - | - | - | - | (25,204) | (25,204) |
| Shares issued | 2,262 | 15,835 | - | - | - | 18,097 |
| Convertible loan note issued | - | - | 328 | - | - | 328 |
| Balance at 30 June 2008 | 5,772 | 49,077 | 328 | 6,356 | (45,866) | 15,667 |
| Profit for the period | - | - | - | - | 679 | 679 |
| Shares issued | 34 | 23 | - | - | - | 57 |
| Convertible loan note issued | - | - | - | - | - | - |
| Balance at 30 June 2009 | 5,806 | 49,100 | 328 | 6,356 | (45,187) | 16,403 |
Notes to the preliminary announcement
The financial information in the announcement does not constitute the company's statutory accounts for the years ended 30 June 2009, prepared in accordance with IFRSs as adopted by the EU, or the period ended 30 June 2008, but is derived from those accounts. Statutory accounts for 2008 have been delivered to the Registrar of Companies and those for 2009 will be delivered following the company's general meeting where the accounts are presented. The auditors have reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006.
Basis of preparation
The principal accounting policies adopted in the preparation of this preliminary announcement are unchanged from those disclosed in the group income statement, balance sheets and cash flow statements for the years ended 30 June 2009 and 30 June 2008.
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Group expects to publish full financial statements that comply with IFRSs in December 2009.
1 Profit/ (loss) per share
The calculation of the basic profit/(loss) per share is based on the profit/(loss) attributable to ordinary shareholders divided by the average number of shares in issue during the year. The calculation of diluted (loss)/profit per share is based on the basic (loss)/profit per share, adjusted to allow for the issue of shares and the post tax effect of dividends and interest, on the assumed conversion of all other dilutive options and other potential ordinary shares.
| Profit | 2009 Weighted average number of shares | Per share amount | Loss | 2008 Weighted average number of shares | Per share amount |
| £'000 | 000s | pence | £'000 | 000s | pence |
| Basic | |||||
| 679 | 53,368 | 1.27 | (25,204) | 50,872 | (49.54) |
| Diluted | |||||
| 679 | 87,963 | 0.77 | (25,204) | 50,872 | (49.54) |
No share options outstanding at the year-end, and if the convertible loan was converted into ordinary shares at 28p per share (the last conversion rate at the balance sheet date), the number of shares issued from the exercise of the loan conversion would be 34,594,414. The figure for 2008 has not been adjusted in the comparative as the effect of the conversion would be non dilutive.
2 Post balance sheet event
Refinance of convertible loans:
On 30th November 2009 the Group announced that the primary holder of convertible loan notes, Highbridge Capital Management LLC ("Highbridge), has agreed to cancel approximately £6.9 million of convertible loan notes in exchange for approximately £2.5 million of cash and 7,631,048 new ordinary shares of 10p each in the Company ("Ordinary Shares").
The cash consideration is being met from a new senior bank loan from Coutts & Co. of £3m, provided on normal commercial terms, and repayable over three years in equal quarterly instalments.
There will remain outstanding approximately £2.9 million of convertible loan notes which are held by, inter alia, Gartmore Investment Management ("Gartmore"). The terms of the outstanding convertible loan notes have been amended by extending the redemption date by three years to November 2012, after the final repayment of the Coutts & Co. loan, and reducing the conversion price to 18p. The convertible loan notes will earn interest at 8 per cent. per annum, which will be rolled up and payable in cash or Ordinary Shares at the Company's option.