Motive Television Plc Regulatory News (MTV)

27 September 2012

Motive Television PLC

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

Half-yearly results for the six months ended 30 June 2012

Motive Television PLC (AIM: MTV.LN), the digital television technology, software and services provider, is pleased to announce its half-year results for the six months ended 30 June 2012.

Financial highlights

·; Revenue from continuing operations £493,573 (H1 2011: £1,094,563)

·; Gross profit from continuing operations £109,778 (H1 2011: £390,680)

·; Loss attributable to continuing activities reduced by 18 per cent. to £1,389,603 (H1 2011: £1,704,950)

·; Loss per share from continuing activities 0.05p (H1 2011: 0.12p)

·; Motive has been notified by HMRC that its ordinary shares are now eligible for tax treatment under the Enterprise Investment Scheme and the Venture Capital Trust Scheme.

·; Motive exercised its right to acquire CCAN's 32 per cent. stake in Motive's Spanish subsidiary.

Operational highlights

Motive technology is achieving increased geographic reach with new and continuing implementations in Central, Eastern and Western Europe, the USA and Turkey:

·; Using Motive technology, Tablet TV LLC, the world's first TV network for iPads and Android tablets, plans a 2013 launch in the USA to a potential market of more than 100 million tablet users growing to 200 million by 2015

·; The Company's second major client, Turkish direct-to-home satellite broadcaster Digiturk, (served by Motive through a relationship with Digiturk's middleware and STB provider, Sagemcom), has now soft-launched its video-on demand service based on Motive's technology.

·; Memorandum of Understanding with South African broadcaster Siyaya for Motive technology employment following expected award of television license by year-end.

·; Engineering underway at TV Nova, the Czech Republic's leading commercial broadcaster and first of six CME markets

·; Mediaset licences issued increases to 324,000 homes; annual contract renewed

The Company is extending and developing its technology to grow its future market opportunities:

·; Motive's technology R & D continues to move forward with a new patent for dynamic advertisement placement and a doubling of data-casting speeds and development of a software development kit ("SDK") approach to increase the number of licensed devices containing Motive's technology.

·; Design and creation of a demonstration prototype of Tablet TV in the United States to be ready for use by mid-October.

·; Design and development of a "proof of concept" implementation of Motive's proprietary technology for use by global telecoms.

Commenting on the results, Michael Pilsworth, Executive Chairman, said:

"The signing of the contract with CME demonstrates that our new business model, featuring recurring revenues, has found market acceptance and sets the stage for many more such implementations over the coming months and years.

"However, the Group's financial performance during this period reflects the very difficult economic environment for our broadcasting clients in the media industry. This caused revenue lags for the Company arising from both the delay in the market launch of Digiturk's new services based on Motive's technology and the extended contract process with CME that was finally completed at the end of June.

"With the Digiturk soft launch now under way, the CME contract signed (and Motive engineers already working in Prague), and Tablet TV development in progress in the United States, the directors believe that the Company's revenues and GP margins will improve in the second half of this year and that the Group will realise the fruits of the progress made in 2012 in the first half of 2013.

"Despite the negative environment, Motive has continued to gain traction and acceptance for its technology and services in the marketplace, whilst also taking action to mitigate and be responsive to the present difficult trading environment.

"Responding to the reality of a longer sales cycle, the Company has trimmed its staff by over 10%, cut overhead costs, and increased its sales opportunities by both selling in emerging markets such as Africa and developing versions of its technology for cable, satellite, and OTT platforms. We have also worked hard at replacing the former one-off business model by one that develops growing and recurring revenues in partnership with our clients to build a stable and solid income stream in the future.

"By improving its products, its efficiency and the reach of its technology, the Company believes it will weather this period of challenge and be able to deliver significant shareholder value in 2013 and beyond."

Enquiries:

Notes to Editors

Motive Television provides software and services to the global television industry, enabling Television Anytime Anywhere™. Motive's patented and proprietary technology platform responds to the heightened viewer demand for watching what they want, when they want, on whatever device they want; and is driven by the mandatory switchover from analogue to digital broadcasting as mandated by the International Telecommunication Union.

Motive Television provides broadcasters and pay television operators with enabling technology that provides opportunities to deliver highly valued services to viewers that generate additional income and retain existing subscribers, comprising:

Television Anytime. A technology platform that enables digital broadcasters and pay television operators to offer enhanced broadcasting services with or without the need for an Internet connection. These services include, among others, Video-on-Demand, Catch-Up TV, Virtual Channels, Sneak Preview TV, and Targeted Advertising. Television Anytime is currently in commercial operation in Europe both in digital terrestrial (DTT) and soon in satellite (DTH) environments. Patented in Spain and patent pending in the EU.

Television Anywhere. An advanced multi-screen multi-channel technology that allows a viewer to control and watch all the content received by or recorded in their main home television equipment on any computer, mobile phone, iPad or any other Internet connected device. Television Anywhere is software-based and can be updated via software upgrades on existing STB. US patent pending.

Motive's content division is:

Motive Television Limited, a Dublin-based award-winning independent production company that produces factual programmes for Irish broadcasters. It specializes in live sports production and sports documentaries and also produces factual and entertainment series.

Motive Television was founded in London in 2005 and its shares are quoted on the London Stock Exchange (AIM).

http://www.motivetelevision.co.uk 

CHAIRMAN'S STATEMENT

I am pleased to announce Motive's half-yearly results for the six months ended 30 June 2012. The signing of the contract with CME demonstrates that our new business model, featuring recurring revenues, has found market acceptance and sets the stage for many more such implementations over the coming months and years.

However, the Group's financial performance during this period reflects the very difficult economic environment for our broadcasting clients in the media industry. This caused revenue lags for the Company arising from both the delay in the market launch of Digiturk's new services based on Motive's technology and the extended contract process with CME that was finally completed at the end of June.

With the Digiturk soft launch now under way, the CME contract signed (and Motive engineers already working in Prague), and Tablet TV development in progress in the United States, the directors believe that the Company's revenues and GP margins will improve in the second half of this year and that the Group will realise the fruits of the progress made in 2012 in the first half of 2013.

The implementation of Motive's patented Television Anytime technology at its first major client, Mediaset (Italy's biggest commercial television broadcaster) has now grown to 324,000 homes, based on licences Motive has issued, which adds credibility to Motive's offering. Motive has renewed its annual support and maintenance agreement with Mediaset and continues to improve, update, and develop its support for this successful platform.

In the USA, the Company's wholly owned US subsidiary, Motive Television Holdings Inc., and Granite Broadcasting Corporation have established a joint venture, Tablet Television LLC, in order to launch and commercialise "Tablet TV". Tablet TV involves uses existing broadcast spectrum to provide live television, data-casting, social television and PVR functionality directly to portable devices such as iPads, Android, Microsoft and other tablets. According to industry research, over 121 million tablets will be sold in the United States by the end of 2013, 104 per cent. of the number of American homes, growing to 207 million by the end of 2015 (175 per cent. of TV households).

Tablet TV is based upon Motive's patented and proprietary TV Anytime technology, which has been in successful commercial use in Europe since 2009 and extends its reach to portable devices in the United States. Once completed this will enable Granite and other broadcasters to use their existing broadcasting assets to make their current broadcast programmes directly available to devices beyond the television. This will provide consumers with free access to broadcasting content everywhere and on the device of their choice.

In addition, Motive's TV Anytime technology enables Tablet TV and other organizations to utilise the network created by Tablet TV to offer value-added Video-on-Demand packages of movies, classic television, and special interest programming on a subscription basis. This simultaneously allows broadcasters to broaden their audience, deepen their relationship with viewers and potentially create new revenue opportunities through additional service offerings. A demonstration prototype of Tablet TV has been designed and is expected to be in place in mid-October. While Motive and Granite share the ownership of Tablet TV within the United States, Motive has the sole right to exploit this technology in the rest of the world.

The Company is in conversations with additional broadcasters and cable operators in the US and anticipates that this will lead to new business in 2013 using Television Anytime technology.

In Latin America, Media Networks Latin America S.A.C. ("Media Networks"), a wholly-owned subsidiary of Telefonica, plans to establish a demonstration showcase at its operational headquarters in Lima, Peru this autumn to demonstrate Motive's DTH platform to Media Networks' clients, initially in Latin America and later, globally. This paid-for demonstration pilot, has been delayed by Sagemcom STB technology for the Digiturk project, however, it is now ready. Media Networks presently provides turnkey satellite distribution and technical operations services to seven self-owned and third party DTH and Cable pay television operators across five countries in South and Central America.

In Central and Eastern Europe, Motive signed a contract with CET 21 spol. s r.o. ("CET 21"), a subsidiary of Central European Media Enterprises Ltd. (CME), to provide its Television Anytime Anywhere technology platform to support CET 21's anticipated launch of a new television service using its Voyo content platform over digital terrestrial television (Voyo DTT services) in the Czech Republic.

Under the five-year agreement, Motive will have system integration responsibility for delivery and management of the project and providing its patented Television Anytime Anywhere technology and certain engineering and operational services to CET 21. The project has now begun and is planned to be ready for commercial launch by 2013. Motive is entitled to earn non-recurring engineering fees based on an agreed schedule achieving certain milestones together with continuing recurring monthly licence and maintenance fees based on the number of subscribers to the Voyo DTT services following commercial launch. Motive has already received the first stage payment.

Although the agreement addresses the implementation of Motive's technology for the Voyo DTT services in the Czech Republic, a further rollout to CME's other markets over DTT and DTH (satellite television) is contemplated. CME is one of Europe's leading media and entertainment companies, with operations in six countries with a combined population coverage of over 50 million people.

On the research and development side, in June 2012 Motive announced a new patent award for the placement of dynamic advertising during the reproduction of audiovisual content, enabling targeted advertising in a push video-on-demand environment. Motive also announced in June 2012 that it was able to achieve a doubling of data transmission rate from broadcaster to viewer's STB to a 10 Mbps minimum guaranteed Datacast rate, which permits a much faster distribution of content for our broadcasting industry clients.

Motive Television Limited (Dublin)

During the period under review Motive Television Limited ("MTL") was awarded three grants totalling €245,000 (£205,000) by the Broadcasting Authority of Ireland towards the cost of production of three sports documentaries for Setanta Sports. "The Biggest Game in Town" follows the fortunes of Irish poker players at the Las Vegas World Series in 2012; "Batmen" explores the history of cricket in Ireland; and "When the Game Was Ours" follows the history of basketball in Ireland in the 1980s. All three programmes are currently in production.

MTL has also been commissioned to produce a £200,000 documentary series for Irish commercial television broadcaster TV3. The series is supported by the Irish Broadcasting Authority's Sound and Vision Funding Scheme. It is entitled "The Estate" and will be produced by Anne McLoughlin and Jamie D'Alton. "The Estate" is an observational series filmed over six months following the highs and lows of daily life for six families who live in Ballybeg, a sprawling council estate on the edge of Waterford City in Ireland.

During the period MTL produced another series of "Area 22", its live rugby chat show funded by Guinness for Sky and TV3, as well as producing a number of rugby viral ads for Volkswagen. In addition MTL was awarded an IFTA (Irish Film and Television Award) at the 2012 IFTA's ceremony in Dublin. The award was for Best Sports Documentary for "Eamonn Coghlan: Man on a Mission". The one-off programme follows World Athlete of the Year David Rudisha and his coach Brother Colm O'Connell. The programme was filmed entirely in Iten, Kenya, as Rudisha prepared for the World Championships in South Korea, which he won. 

The scope of the programme widens to explore why Kenya has dominated the running world for so long and the lasting legacy Brother Colm has left on Kenyan running. Produced by Jamie D'Alton and Anne McLoughlin, the programme was presented by Irish athletics legend Eamonn Coghlan and directed by award winning documentary maker Maurice Sweeney. It has since been sold to both the BBC and to RTÉ. This is MTL's third IFTA, having previously won IFTAs for sports documentaries "Marooned" and "The Sound of Sunday". With a well-established and growing reputation and with a strong pipeline in place, MTL anticipates continued profitable growth.

Post period-end developments

The Company's second major client, Turkish direct-to-home satellite broadcaster Digiturk, (served by Motive through a relationship with Digiturk's middleware and STB provider, Sagemcom), has now soft-launched its video-on demand service, which utilizes Motive's technology. This completed technology deployment involved a two-year project to develop new solutions for direct-to-home ("DTH") "push" Video-on-Demand for Digiturk. The Company will continue to receive income from ongoing engineering development and integration work, plus upside royalties to share in the success of its platform on a per set top box ("STB") basis following the full commercial launch.

In addition, Motive announced on 18 July 2012 that it had entered into a Memorandum of Understanding (MOU) with Siyaya Free to Air (Pty) Ltd of Johannesburg, South Africa ("Siyaya") for the use of Motive's Anytime Anywhere technology in a new pay television service for the South African market. Siyaya has recently submitted an application to South Africa's broadcasting authority to be allocated a pay television frequency.

Should this six-month licence application process be successful, Motive and Siyaya will enter into a formal service agreement. The services to be provided by Motive would include up-front engineering work for the integration, development and implementation of the Motive technology proposed to Siyaya and the possibility of Motive serving as systems integrator and provider of the entire solution and a continuing participation in the growth of that business.

On 6 August, the Company was notified by HMRC that its Ordinary Shares were now eligible for the tax advantaged Venture Capital Trust Scheme and the Enterprise Investment Scheme.On 16 August 2012 the Company announced that it had raised £705,000 by way of a share placing ("Placing") through XCAP Securities plc pursuant to which 1,762,500,000 new ordinary shares of 0.01p each in the Company ("Ordinary Shares") were issued at 0.04 pence each ("Placing Shares").

The proceeds of the Placing will be used for business and product development and as working capital. In addition to the issue of shares, Placees were granted warrants ("Warrants") to subscribe for a further 881,250,000 Ordinary Shares at 0.04 pence per Ordinary Share within twelve months of admission of the Placing Shares to trading on AIM.

On 24 July 2012, Motive announced that it had filed a petition with the First Instance Court of Barcelona to seek enforcement of the call option in respect of the shares of Motive Television, S.L. currently held by Banca Civica, S.A. (formerly CCAN). The Company has been advised that its petition has been accepted by the Spanish Court and the Court has required submissions by the parties in early October. This petition is intended to accomplish the material enforcement of the call option, as exercised by Motive, in the form of a sale and purchase agreement of the shares owned by Banca Civica, S.A., at nominal value.

Motive has been advised that the case for enforcement of the call option is strong. If the petition is granted, once the judgment is firm and final, the court would order the defendant to cause the transfer of the shares as agreed or the judge could otherwise execute the transfer deed directly with the same legal and economic consequences. Motive has been advised by legal counsel in Spain and in the United Kingdom that once the transfer has been enforced the subsequent exercise of the CCAN Put Option is invalid.

On 3 September 2012 the Company announced the appointment of Sylvie Kulczak as its Chief Financial Officer and Finance Director. Most recently, Ms Kulczak served as International Finance Director of CBS Interactive, a London-based division of CBS Corporation (NYSE), where her responsibilities included financial reporting of worldwide operations, forecasting and analysis, budgeting and cash management.

She was also responsible for developing and implementing internal controls in compliance with SOX procedures and due diligence, business integration, and development of systems and procedures for acquisitions. Ms Kulczak brings to her new position a 20-year career in Finance and Accounting with private and listed companies (NASDAQ, AIM, and NYSE). She is FCCA, qualified since 2001, with extensive experience in all aspects of finance, including financial reporting, budgeting and forecasting, corporate compliance and SOX, M&A activity and other business operations.

Financial analysis

In the six months ended 30 June 2012, revenues were £493,573 (H1 2011: £1,094,563). This represents a 55 per cent. decrease on the same period in 2011. Loss from continuing operations for the six month period was reduced to £1,389,603 (H1 2011: £1,704,950) and the loss per share was 0.05p (H1 2011: 0.12p).

Shareholder Funds at 30 June 2012 were £2,848,737 (H1 2011: £2,585,733), this included cash balances of £167,900 (H1 2010: £996,020).

Summary

Motive has continued to gain traction and acceptance for its technology and services in the marketplace, whilst also taking action to mitigate, and be responsive to, the present difficult trading environment in the television broadcasting industry. The Company has trimmed its staff by over 10%, cut overhead costs, and increased its sales opportunities by both selling in emerging markets such as Africa and developing versions of its technology for cable, satellite, and OTT platforms. The Company has worked hard at replacing its former one-off business model with a model that provides growing and recurring revenues in partnership with our clients to build a stable and solid income stream in the future.

By improving its products, efficiency and the reach of its technology, the Company believes it will weather this period of challenge and be able to deliver significant shareholder value in 2013 and beyond.

Michael Pilsworth

Chairman

1. GENERAL INFORMATION

Motive is a company domiciled in England and Wales whose registered office address is Windsor House, Barnett Way, Barnwood, Gloucester GL4 3RT.

The condensed consolidated interim financial statements of the Company for the six months ended 30 June 2012 comprise the company and its subsidiaries (together referred to as "the Group"). These interim statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The interim financial information has been prepared using the same accounting policies, presentation, method of computation and estimation techniques as are expected to be adopted in the Company financial statements for the year ending 31 December 2012 and which were adopted in the audited Group financial statements for the year ended 31 December 2011.

The financial information for the year ended 31 December 2011 has been extracted from the statutory accounts for that period. The auditors have reported on the statutory accounts for the year ended 31 December 2011 and their report was not qualified. The auditors' report however drew attention by emphasis of matter to issues surrounding the ability of the company to continue as going concern and uncertainties over the carrying value of goodwill. A copy of those financial statements has been filed with the Registrar of Companies.

2. GOING CONCERN

This announcement of the Company's half-yearly results has been prepared on the basis that the Company is a going concern. The statutory accounts for the year-ended 31 December 2011 indicated that additional funding was required. There remains an on-going requirement for the Company to win new contracts and/or raise additional funding. If this was not to happen the Company would have to take action to reduce its cost base and provisions would be required for costs arising on discontinuance and closure and against the carrying value of goodwill. The directors are confident that further injections of funds can be secured in the future and that further contracts will be won and have therefore prepared the half-yearly results on a going concern basis.

3. LOSS PER SHARE

The loss per share is based on a loss for the period of £1,389,603 (six months ended 30 June 2011: £1,704,950; year ended 31 December 2011: £2,447,728) and the weighted average of ordinary shares in issue for the period of 2,913,100,363 (six months ended 30 June 2011: 1,366,372,917; year ended 31 December 2011: 1,651,231,057).

4. NOTES TO THE STATEMENT OF CASH FLOWS