Zoo Digital Regulatory News (ZOO)

7 August 2013

ZOO DIGITAL GROUP PLC

("ZOO" or "the Group")

FINAL RESULTS FOR THE YEAR ENDED 31 MARCH 2013

ZOO Digital Group plc, the provider of workflow management software and services for creative media production, today announces its financial results for the year ended 31 March 2013.

HIGHLIGHTS

Operational highlights

·; Continued profitability at EBITDA level

·; Completion of restructuring initiatives to realign cost base with revenue pipeline

·; Diversified product offering and accelerated licensing of Software-as-a-Service proposition

·; Early positive success in new industries outside traditional home entertainment market

·; ZOOsubs has already begun to be used within two of the six major film studios and agreements with a third are expected to be formalised shortly

Key Financials

·; Revenues of $10.4m (2012: $11.2m) - broadly in line with previous year after adjusting for non-core low-margin work having been outsourced through 2013

·; Adjusted EBITDA of $0.7m (2012: $0.5m)*

·; Adjusted operating loss of $0.9m (2012: loss of $0.7m)*

·; Year-end cash balance $1.0m (2012: $1.2m)

* Adjusted EBITDA and operating loss are stated before share based payments of $0.1m (2012: $0.3m).

Stuart Green, CEO of ZOO Digital, commented,

"The Board is pleased with the early successes achieved following a period of investment and restructuring. The investment that has been made in recent years has resulted in a very relevant suite of products and services that are highly scalable and can be delivered as off-the-shelf or tailor made solutions. As a result, we are starting to see greater diversity in our customer base, making us less dependent on any single client, a trend which we would expect to continue.

"While we are very conscious that the markets in which we operate remain hard to predict, we are confident that the landscape in which we are operating has changed, and a range of new opportunities have opened up. We enter the new year with confidence, but remain alert to general market conditions."

For further enquiries please contact:

The Company further wishes to draw attention to the posting on its website (www.zoodigital.com) of a presentation to shareholders regarding its final results.

CHAIRMAN'S STATEMENT

The past year has been a difficult one for the business with continuing changes in the home entertainment market causing challenges for our largest customers. Despite these challenges, we have continued to deliver profitability at the EBITDA level, a result of management's timely action in response to changing market conditions. A number of restructuring initiatives in the year have enabled the group to realign its cost base and, more importantly, accelerate its licensing of more stable and scalable Software-as-a-Service (SaaS) propositions which build on our core competency in workflow management and productivity technology for creative industries.

Revenues for the full year to 31 March 2013 were $10.4 million (2012: $11.2 million) with an adjusted* profit before interest, tax, depreciation and amortisation of $0.7 million (2012: $0.5 million). The cash balance at year end was $1.0 million (2012: $1.2 million).

The group's only indebtedness remains a convertible loan note of $2.7m (£1.77m). This loan note is due to mature on 31 October 2013. The board is in advanced stages of discussion with the major loan note holders regarding an extension to the term of this loan. The board are confident, given that the major loan note holders are also major equity holders, that amended terms will be agreed prior to the maturity of the current term.  

As a result of our efforts to diversify the core product offering, we have successfully broadened our addressable market and have seen early take-up in new product areas and with a broader customer base. We are encouraged by the positive response from customers and with our pipeline of opportunities. As such we look forward to the year ahead with cautious optimism.

Roger D Jeynes

Chairman

* Adjusted profit is stated before the charge for share based payments.

CHIEF EXECUTIVE'S STATEMENT

Operational review

Introduction

As highlighted at the time of the interims, our primary market of home entertainment continues to be in transition, most notably with a slowdown in the production of DVD and Blu-ray titles. In response, we successfully completed a number of restructuring initiatives in the period to re-align the cost base of the group with current operations and the associated revenue pipeline. Additionally, we expanded and enhanced our propositions to address opportunities in adjacent, platform agnostic markets and we are pleased with the early successes and momentum achieved.

Product development

ZOO's focus on product development has concentrated on three main areas:

ZOOcore

We continue to roll out our recently launched Cloud-based platform, ZOOcore - a new generation workflow and collaboration platform for creative and production businesses. The product, based on our many years of experience in workflow management, was developed in-house and is deployed using Cloud infrastructure. The result is a solution that is truly flexible in terms of delivery and scale, and can be deployed more quickly and widely than before.

Using ZOOcore we are able to deliver solutions that can address the individual workflow needs of customers across all sizes and a range of creative business categories. Not only can we deliver an off-the-shelf, pre-configured management solution for smaller workgroups, but also meet the needs of customers requiring tailor-made workflow solutions that cater for their unique processes. Both approaches enable a shorter time to market for the customer and at a fraction of the cost of bespoke software installations.

We are pleased with the early positive feedback, particularly with the application of ZOOcore in business areas outside of our traditional home entertainment market. We have seen steady growth in the number of clients using ZOOcore and several clients that have signed up are expanding their workflows and user numbers covered by their ZOOcore systems.

ZOOsubs

ZOOsubs is the group's proprietary Cloud-based subtitle production and management system. Since its inception, following customer demand, we have continued to enhance the ZOOsubs platform through the addition of several new features, including those to streamline the work of operators in the creation and translation of the subtitles themselves. ZOOsubs therefore now manages the entire process for the creation of subtitles and their use in a variety of geographies and across numerous delivery platforms. Through the use of automation and workflow management, ZOOsubs is a much more cost efficient process than traditional methods and provides greater flexibility for clients.

The ZOOsubs platform and service have attracted a great level of interest following initial testing with customers across various industry sectors. The Board believes that the scope for ZOOsubs is greater than first envisaged and provides an attractively priced solution which enables clients to control the quality and ownership of subtitling in a way previously unavailable in the market.

We are delighted that ZOOsubs has already begun to be used within two of the six major film studios and agreements with a third are expected to be formalised shortly. Initial feedback from other potential clients is also promising. A key area of interest for our clients has been in preparing digital packages for iTunes which must be supplied with multiple subtitle streams. ZOOsubs is being used to repurpose existing subtitle data and to create translations for new languages.

We believe this has the potential to be an area of significant growth this year.

ZOOpubs

ZOOpubs is a suite of tools to support the preparation of digital book products, including an innovative solution for publishers to efficiently and cost effectively repurpose traditional hard copy books for the eBook market. The strength of ZOO's solution is in its ability to maintain formatting qualities and standards of physical production, which is particularly relevant where pictures or illustrations accompany text in a book.

The solution continues to gain traction and during the period, it has been adopted by a number of publishers both large and small. ZOO chaired a panel session at the International Digital Publishing Forum in May 2013 on the topic of "In-Sourcing vs. Outsourcing of eBook Conversion and Production" which we know to be an area of interest for many publishers.

ZOOpubs is widely recognised as the best solution in the market for automated conversion of fixed layout eBooks and with several clients signed up, we are well positioned once market demand grows.

Staff

On behalf of the Board I would like to thank all of our staff for their continued contribution and hard work over the past year.

Outlook

The Board believes that through timely intervention and reaction to market dynamics it has been able to restructure the group's cost base and align it with current demand levels.

The investment that has been made in recent years has resulted in a very relevant suite of products and services that are highly scalable and can be delivered as off-the-shelf or tailor made solutions. Importantly, we are also starting to see greater diversity in our customer base, making us less dependent on any single client, a trend which we would expect to continue.

While we are very conscious that the markets in which we operate remain hard to predict, we are confident that our diversified suite has put us in a much stronger position and opened up a range of new opportunities. We enter the new year with confidence but remain alert to general market conditions.

Stuart A Green

CEO

FINANCIAL REVIEW

Year ended 31 March 2013

Financial review

Having delivered encouraging results in the six months to 30 September 2012, it was disappointing that trading conditions affecting our major client resulted in results below original expectations for the full year.

During the second half of the financial year we experienced a contraction in the production services pipeline. This was predominantly due to the postponement of certain client projects which were expected in the second half of the financial year.

We continue to increase our focus on licensing of workflow management and productivity software and have introduced two major products during the period. Progress has been made in diversifying our revenue streams, although in the year to 31 March 2013, production services contributed the majority of the group's revenue.

Results for the year

The revenue reported for the year was $10.4m compared to $11.2m in the prior year. After adjusting the prior year revenue for $0.8m of non-core low margin outsourced work, underlying turnover has remained at the same level as the prior year.

The gross profit reported shows a significant improvement over the prior year at $9.6m compared to $9.3m. This improvement is due in part to our discontinuation of non-core low margin outsourcing of work. The remainder of this improvement is due to the differing sales mix between the years and by a reduced requirement for contractors.

Other operating costs for the year were $9.3m compared to $9.2m in the prior year. This cost is net of capitalised development costs which have reduced by $0.5m from the prior year which masks the fact that underlying overheads have decreased by $0.4m.

Earnings before interest, tax, depreciation and amortisation show a significant improvement with $0.6m in the current year compared to $0.2m in the prior year.

As soon as the shortfall in expected turnover became apparent the board took prompt and decisive action by making a significant reduction in overhead costs. The bulk of these savings were staff-related, which represent the most significant cost within the group, and it is expected the annualised saving will be around $2m. The costs of this action is all included within the year to March 2013, given that the action was taken in January 2013, there is no major saving shown in this period. However, the actions leave the group with a significantly lower cost base in the coming financial year.

The group generated an operating loss of $1.1m (2012: $1.0m).

We have continued to take advantage of grant funding throughout the year and the total amount of cash received from grants was $0.6m (2012: $0.3m). We are reaching the end of the current grant-supported projects but will continue to pursue suitable funding opportunities in the period ahead.

The group has significant tax losses available for use against future profits. At 31 March 2013 there were around $32m of tax losses. Consequently we do not expect to pay tax in either the UK or the US for the foreseeable future. We claim under the HM Revenue & Customs Research and Development (R&D) Relief scheme and have received a repayment within the year of $0.1m.

Cash flow

Net cash generated from operating activities in the year was $1.5m compared to $0.7m in the prior year and the cash balance at the end of the year was $1.0m (2012: $1.2m).

Whilst remaining confident in the working capital resources available to us, we have entered into a standby loan arrangement with Sara Green, the wife of Dr. Stuart Green, CEO, for up to $0.3m (£0.2m) to provide headroom, if required, for seasonal dips in our working capital requirements. The loan will attract interest of 5.5% above the base rate set by the Royal Bank of Scotland from time to time and is available to us until 31 March 2014. We are not currently drawing on this facility.

Summary

The current financial year has been difficult for the group but I am pleased to have begun the new financial year with a significantly lower cost base and a strong portfolio of products. There are many opportunities available to us and I look forward to the future with cautious optimism.

Helen P Gilder

Group Finance Director

FINANCIAL INFORMATION

The financial information set out here for the year ended 31 March 2013 does not constitute full statutory financial statements as defined in section 434 of the Companies Act 2006 but has been extracted from the group's financial statements for that period. Statutory financial statements for the year ended 31 March 2013 were approved by the directors on 6 August 2013, but have not yet been delivered to the Registrar of Companies. Those financial statements were reported upon without qualification by the independent auditor and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2013

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 March 2013

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2013

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2013

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2013

1. General information

ZOO Digital Group plc ('the company') and its subsidiaries (together 'the group') provide productivity tools and services for digital content authoring, video post-production and localisation for entertainment, publishing and packaging markets and continue with on-going research and development in those areas. The group has operations in both the UK and US.

The company is a public limited company which is listed on the AIM market of the London Stock Exchange and is incorporated and domiciled in the UK. The address of the registered office is The Tower, 2 Furnival Square, Sheffield.

The registered number of the company is 3858881.

The consolidated financial statements are presented in US dollars, the currency of the primary economic environment in which the company operates (note 2.2).

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all the years presented, unless otherwise stated.

2.1 Basis of preparation

These financial statements have been prepared in accordance with IFRS as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that effect the application of policies and reported amounts in the financial statements.

A separate Statement of Comprehensive Income for the parent company has not been presented as permitted by section 408 (2) of the Companies Act 2006.

The directors have prepared trading and cash flow forecasts for the group for the period to 31 March 2016 which show a recovery from the current position and cautious growth in profitability. In line with industry practice in this sector the directors have had informal indications from major and smaller customers to substantiate a significant proportion of the forecast sales. The directors have considered the consequences if the sales volume is less than the level forecast and they are confident that in this eventuality alternative steps could be taken to ensure that the group has access to sufficient funding to continue to operate. Whilst the forecasts prepared do not indicate a cash requirement, should the need arise Sara Green, the wife of Dr. Stuart Green, CEO of the company, has confirmed that she will provide financial support to the group up to a maximum of $320,000 (£200,000). This facility is available until 31 March 2014.

The $2,681,000 (£1,770,500) convertible loan note is currently due to mature on 31 October 2013. The directors are in advanced stages of discussion with the major loan note holders regarding an extension to the term of this loan. The directors are confident, given that the major loan note holders are also major equity holders, that amended terms will be agreed prior to the maturity of the current term.

The directors believe the assumptions used in preparing the trading and cash flow forecasts to be realistic, and consequently that the group will continue in operational existence for the foreseeable future. The financial statements have therefore been prepared on a going concern basis.

2.2 Foreign currency translation

2.2.1 Functional and presentation currency

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in US dollars which is the company's functional and presentation currency. The functional currency of the company's subsidiaries is US dollars, therefore the majority of transactions between the company and its subsidiaries and the company's revenue and receivables are denominated in US dollars.

The pound sterling/US dollar exchange rate at 31 March 2013 was 0.6577 (2012: 0.6245).

3. Loss per share

Earnings per share is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year.

The basic and diluted earnings per share are the same due to the group being loss making and the average share price during the period being lower than the conversion price or exercise prices of the convertible loan note and share options and warrants.

4. Notes to the cash flow statement

4.1 Significant non-cash transactions

During the year the group acquired property, plant and equipment and computer software with a cost of $279,000 (2012: $369,000) of which $224,000 (2012: $186,000) was acquired by the means of finance leases.

Following an agreement with the loan note holders in August 2011 to extend 50% of the loan note instrument for a further two years, the loan note was restructured. The loan note issued, as a result of the restructure, on 6 September 2011 was $2,823,000 7.5% Unsecured convertible loan note stock and matures on 31 October 2013. The underlying value of the restructured loan stock was £1,770,500. The remaining 50% of the holding was converted into 4,426,250 ordinary shares, with a value of $2,823,000 (£1,770,500).

4.2 Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and balances with banks. Cash and cash equivalents included in the cash flow statement comprise the following consolidated and parent company statement of financial position amounts.

The fair value of the cash and cash equivalents are considered to be at their book value.

5. Share capital and reserves

Called up share capital

During the year the group purchased 48,600 (2012: 274,200) of its own shares through ZOO Employee Share Trust Limited at an average price of $0.28 (18p) per share. The total cost of the purchase was $13,548 (2012: $67,593).

Reserves

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

6. Borrowings

On 27 September 2006 the group issued $5,062,000 6% Unsecured convertible loan note stock which was due to mature on 31 October 2011. The underlying value of the loan stock was £3,541,000. Following an agreement with the loan note holders in August 2011 to extend 50% of the loan note instrument for a further two years, the loan note was restructured. The loan note issued, as a result of the restructure, on 6 September 2011 is $2,823,000 7.5% Unsecured convertible loan note stock and matures on 31 October 2013. The underlying value of the restructured loan stock was £1,770,500.

The loan stock holder is entitled, before the redemption date, to convert all or part of the loan stock into fully paid ordinary shares on the basis of 1 Ordinary share for every $0.7654 (£0.48) of principal amount of loan stock.

The 50% of the Unsecured convertible loan note stock which was not extended converted into 4,426,250 ordinary shares on the basis of 1 ordinary share for every $0.6378 (£0.40) of principle amount of loan stock. This differed from the original conversion terms of 1 ordinary share for every $0.7774 (£0.4875) of principle amount of loan stock. The result of the modified terms was the issue of 794,455 additional shares. The market value of these shares at the time of conversion was $507,000 (£318,000). This loss arising on the increase in the conversion ratio was debited to the income statement as a finance cost.

The restructured convertible loan stock has been accounted for in accordance with IAS 39 (Financial instruments: Recognition and measurement). The fair value of the convertible loan note is considered to be the carrying value.

Annual report and Accounts

The Report & Accounts for the year ended 31 March 2013 are expected to be posted to shareholders during August 2013. Further copies will be available from the Company's Registered Office:

The Tower

2 Furnival Square

Sheffield

S1 4QL

Copies will also be available on the group's website www.zoodigital.com.

Annual General Meeting

The Annual General Meeting of the group will be held at the offices of ZOO Digital Group plc, The Tower, 2 Furnival Square, Sheffield S1 4QL on 26 September 2013 at 11.30am.

About ZOO Digital Group plc:

ZOO Digital Group plc provides software and related services that support the authoring, re-purposing and distribution of creative media. ZOO's products form an integrated suite of cloud-based and desktop applications for audio/visual content and printed materials, adapting these media for different languages, formats and delivery mechanisms.

By centralising editorial and approval processes via secure cloud-based platforms, ZOO's proprietary patented software helps customers to increase their speed of production, reduce costs and protect their brand integrity. ZOO's services enable quicker and more cost effective processes across a wide range of applications and formats, including packaging, printed materials, DVD, Blu-ray Disc, video on demand, electronic sell-through, broadcast, music and electronic books.

The Group's largest customers include major Hollywood studios, for which the production, marketing and distribution of titles in numerous formats across many geographies and languages has previously been a lengthy, costly and largely manual process. Increasingly the Group's software is benefiting a variety of companies across sectors where the development of media products, printing, packaging and marketing involves complex processes in multiple countries and languages, particularly where brand integrity is of core importance.