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UBC Media Group PLC (UBC)

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Monday 07 June, 2010

UBC Media Group PLC

Final Results

RNS Number : 1356N
UBC Media Group PLC
07 June 2010
 



7 June 2010 

 

UBC Media Group plc

 

Final Results for the year ended 31 March 2010

 

UBC Media Group (AIM: UBC), the multimedia content and services company, has today published Full Year Results for the year ended 31 March 2010.

 

Operational highlights

§   Content businesses successfully expand into video and multimedia

Lynx Content provided some 67 video productions for use online to clients including Guinness, Braun, the Hong Kong Tourist board, Land Rover and Nestle

Revenues from video content quadrupled in last 12 months

Across its content businesses UBC supplies over 15% of BBC Radio outsourced production as well as supplying 250 commercial stations

§   iPhone 'app' network for radio stations successfully launched in UK and USA

45 stations in UK using Unique Interactive apps for streaming on iPhone

§   iTunes tagging technology launched on Absolute Radio and soon to be extended to other radio stations

 

Financial highlights

§   Continuing revenue up 40% to £4.9m (2009: £3.5m)

Content Division up 51%

Acquisitions contributed £1.6m of revenue in the year

§   Gross profit increased by 29% to £1.38m (2009: £1.06m) and administrative expenses flat

§   Underlying* operating loss reduced to £277,000 (2009: loss £676,000).  H2 break even (2009: H2 loss £215,000)

§   Net profit after tax £0.21m (2009: £5.82m)

§   Dividend policy announced and two interim dividends paid, totalling 0.26 pence per share (2009: Nil).

§   Cash at year end £8.41m (2009: £10.47m)

 

Announced today

First US station - WQMX in Cincinnati

talkSPORT's World Cup focused app is available in iTunes store with advertising inventory already pre-sold to client Blue Sq

 

 

 

* Underlying operating loss is stated after excluding impairments, amortisation of intangible assets and one-off professional and acquisition costs.

 

 

Simon Cole, Chief Executive, said:

 

"We have made significant progress implementing our strategy to develop a compelling combination of content and interactive software for international media markets.

 

"Our combination of content creation, sponsorship and advertising sales and interactive software skills, puts us in a strong position to serve the rapidly growing and converging multi-platform media and wireless markets in ways that have potential to generate substantial earnings over the coming years.  Software and content are becoming inextricably linked and UBC is increasingly well positioned at the nexus of the two. 

 

"Today's announcements of the first revenues for our iPhone app network,  our investment in Audioboo  and our first North American radio station signing, are all clear demonstrations of our strategic direction."

 

 

 

Enquiries:

 

UBC Media Group

020 7453 1600

Simon Cole, Chief Executive


John Falcon, Finance Director




Seymour Pierce

020 7107 8000

Mark Percy, Corporate Finance


David Banks, Corporate Broking




College Hill

020 7457 2020

Adrian Duffield/Carl Franklin/Rozi Morris


 

 

Strategic overview

 

The year ended 31 March 2010 was one of transformation for UBC, shifting the Group's focus to the production of content and to the development of interactive software for the rapidly growing international digital wireless markets, encompassing both radio and mobile applications.

 

Having disposed of its Commercial Division at the end of the previous financial year, the Group has made considerable progress in its long-term goal to become an international content and software business.  Today, UBC is providing the mix of technology and multimedia content which is much in demand in today's very changed media marketplace.  The Group's 400 plus customers include some of the world's biggest broadcasters and advertisers in Europe and North America.

 

The rationale for the Group's shift in focus over the last 18 months is becoming ever more apparent: value in media investment is shifting from distribution platforms to content.  Furthermore, the distinctions between different types of content have broken down and consumers are increasingly engaging with media brands across a variety of content delivery platforms at the same time expecting a richer mix of audio and screen content. 

 

Whether it is behind Rupert Murdoch's new Times paywall or paid for by advertisers on the Capital FM website, traditional media owners are converging to supply the kind of multimedia content that has been talked of for years. 

 

While media companies have long recognised the value of repackaging content across multiple channels, it has taken the emergence of the smartphone and tablet computers - portable media devices - to demonstrate the market's true potential. Furthermore, not only do these devices offer physically new distribution channels for content, but the hundreds of thousands of software applications ("apps") being developed for them represent an entirely new and very significant opportunity for advertisers, especially in the creation of 'branded content' rather than traditional spot advertising.

 

UBC has diversified its content skills across a wide range of platforms, which now include commissioned radio programmes, advertiser-funded audio and video, media sponsorship and mobile advertising. The Group has also expanded its existing software expertise beyond station management software for radio broadcasters, to include innovative applications for mobile devices such as smart phones, which are increasingly emerging as key targets for media content.

 

With its combination of content creation, sponsorship and advertising sales and interactive software skills, UBC is positioned strongly to serve these rapidly growing and converging markets in ways that have potential to generate substantial earnings over the coming years.

 

The Group should also benefit from a number of significant market developments including potential regulatory changes in the UK media sector, which are expected to create additional revenue opportunities for UBC as one of the largest independent providers of radio programming to the BBC. 

 

The Board plans to develop the business through a combination of organic growth and selective acquisitions. It intends to be a consolidator of content providers to broaden and strengthen the Group's offering and deliver incremental value to shareholders. 

 

 

Operational review

 

Content creation

 

UBC is now a diversified supplier of both audio and video content. The Group's traditional base of supply to the BBC has provided a quality benchmark; UBC was named "Independent Radio Production Company of the Year" at the first ever Radio Production Awards in February 2010.  However, through acquisitions over the last year, the Group has broadened the base of its content offering to include television, online video and audio books. The proportion of Group revenues that come from video content has quadrupled in the last 12 months.

 

The Group's radio content runs on every BBC Radio Network and also on 250 commercial stations.  Programmes range from award winning Drama like Ronald Harwood's new play An English Tragedy starring Derek Jacobi for BBC Radio 4 to Dale Winton's Pick Of The Pops on BBC Radio 2 and entertainment news for Absolute Radio.  

 

From this base of strongly recurrent revenues and a reputation for quality, UBC has extended it's business to providing video and interactive content. For example, the Group supplies multimedia content and television coverage of events like last year's Cambridge Folk Festival and the Radio 2 Folk Awards to BBC Television and BBC Online (for which UBC now provides all music reviews).

 

UBC expanded its video business further in August, with the acquisition of Radio Lynx (renamed Lynx Content).  Lynx this year provided some 67 online video productions for use online to clients including Guinness, Braun, the Hong Kong Tourist board, Land Rover and Nestle.  The company both produces the multimedia content and secures its placement on web portals on behalf of its clients.  Lynx was attractive to UBC as it had also developed from a radio base; it still today provides radio sponsorship programmes to clients ranging from Morrisons to HMV and has placed content on stations in the last year for more than 100 clients.

 

Lynx Content was purchased for an initial cash consideration of £1.6m and has exceeded the Group's expectations, contributing some £357,000 to gross profit in the seven months since acquisition.

 

In February 2010, the Group acquired, for a cash consideration of £85,000, Above The Title, a respected producer of speech content for a range of broadcasters, which has recently diversified successfully into the growing audio book market. 

 

Above The Title owns a number of formats and rights including radio and audio dramatisation rights to Douglas Adams' classic Hitchhikers Guide to the Galaxy books. Above The Title's recent highlights for BBC radio includes Unreliable Evidence presented by Clive Anderson for Radio 4, On the Blog for Radio 2 and The Christian O'Connell Solution for 5 Live.   Recently, Above The Title has developed a new quiz format for BBC Radio 2 with Alex Lowe and is now producing Christian O'Connell's Never Write off the Germans as part of the network's World Cup coverage.

 

BBC programming now represents 49% of Group revenues, down from 66% in 2009. One of the Board's targets was to reduce the Group's reliance on the BBC below 50%. UBC sees this trend continuing. The Group's production businesses now represent more than 15% of the BBC's overall outsourced content supply in radio and online by value. The BBC only outsources approximately 8% of its radio output by hours and little more than 3% of its radio output by value.  This compares to more than 25% in television.  

 

The BBC Trust is currently conducting a review of the Corporation's commitment to programme supply in radio.  The recent Liberal Democrat creative manifesto contained a commitment to pressure the BBC to behave in radio as it does in television and thereby stimulate the broader creative community.   UBC has been involved in active lobbying this year around the Trust review and is hopeful of a positive outcome later this year.

 

Software & Interactive 

 

UBC's 10 year involvement in the supply of broadcast software to media companies has placed it in an excellent position to capitalise on the rapidly developing demand from broadcasters for interactive tools to take advantage of the new devices - especially in the mobile arena - that are becoming the media players of the future. From the programme data services on the BBC's iPlayer, to text and data software for Sirius XM Satellite Radio in the USA, UBC's software products are familiar to broadcasters around the world giving the Group an embedded relationship with the industry.  

 

These software products put UBC at the heart of driving data services.  For example, a key highlight of the year was the launch in November of an iTunes tagging service with Absolute Radio. The service enables listeners using iPod Nano players, which have FM radios built in, to "tag" any track being played and preview and purchase it using the main iTunes software.  

 

This service, which UBC expects to extend to other radio stations in the near future, relies on the 'back office' software supplied by UBC to integrate the radio stations' music playout systems with the iTunes library and then broadcast the resulting codes over the air.

 

UBC intends to use this lead in broadcast software to capitalise on the emerging market for portable devices that 'stream' radio and TV. Streaming audio has changed the face of the radio industry and is the fastest growing form of radio consumption in virtually every developed country.   UBC believes that the same growth will apply to video consumption as devices become more sophisticated and bandwidth grows.

 

In April, Unique Interactive launched a new advertising medium for radio stations using the iPhone and purpose-built apps for 45 stations. The first to launch is talkSPORT, operated by UTV, whose World Cup themed app is available in the iTunes store from today. Other stations' apps will follow in the next three months with the full network in place by the end of the year. The purpose-built apps will allow users to listen to their radio station wherever they have wifi or a mobile signal, but importantly will also provide a wide range of additional features such as instant programme reminders, listen again and social network interaction.

 

Unique is delivering the apps free to radio clients in return for selling advertising space within the apps themselves. Revenue from the advertising, which is being sold by Lynx, is being shared between UBC and the station groups. 

 

UBC also announced today that the first client for its radio app network has been secured. Gambling portal Blue Sq will take all of the available space on the talkSPORT app for the duration of the World Cup.

 

Like its broadcast software products, UBC sees the market for the app network as a global one and has today announced its first US radio station, WQMX in Cincinnati.  The inventory collected from US stations will be sold through an agency arrangement with Groove Addicts, a specialist radio services company based in Los Angeles.

 

 

Financial review

 

In the year to 31 March 2010 Group revenues from continuing operations including acquisitions improved by 40% to £4.94m (2009: £3.53m).  The Content division reported revenues up by 51% to £4.44m (2009: £2.95m) while the Software and Interactive division revenues were slightly lower at £0.50m (2009: £0.58m).

 

Gross profit increased by 29% to £1.38m (2009: £1.06m) and administrative expenses remained flat despite the rise in turnover.

 

The underlying operating loss, which excludes impairments, amortisation of intangible assets, one-off professional and acquisitions costs, was notably reduced to £277,000 (2009: loss: £676,000). The Group broke even in the second half. Reported operating loss was £536,000 (2009: loss £826,000) - see table below for a reconciliation with underlying and reported operating figures. 

 

Reconciliation with underlying and reported operating figures:

 


2010

£'000

2009

£'000

Statutory operating loss

(536)

(826)

(Return on)/impairment of investment

(40)

150

Amortisation of Intangible assets

117

-

One-off professional and acquisition costs

182

-


 

 


259

150


 

 

Underlying operating loss

(277)

(676)


 

 

 

After interest and dividend income of £91,000 (2009: £121,000), the Group's underlying loss before tax was reduced to £186,000 (2009: loss £555,000).  The Group loss before tax was £445,000 (2009: loss of £705,000).

 

After the profit of £758,000 from discontinued activities (2009: £6,583,000) and a tax charge of £99,000 (2009: £57,000), the Group's profit for the period was £214,000 (2009: £5,821,000).

 

Reported earnings per share, including the profit from discontinued operations, was 0.11 pence (2009: 3.02 pence).

 

The Group paid two dividends during the year totalling £499,000 (2009: Nil), a combined 0.26 pence per share. The Board has not recommended the payment of a final dividend but in the light of the Group's cash balance, growth strategy and outlook on trading, the Board intends to progressively increase the dividend per share.

 

Acquisitions

On 24 July 2009, UBC acquired the assets of the part of the Commercial Division responsible for Sponsorship, Promotions and Interactive Marketing (trading as 'IntaMedia') from the Global Traffic Network Inc. ("GTN") for a cash consideration of £50,000.

 

On 20 August 2009, UBC acquired the assets of Radio Lynx, a key player in the growing business of marketing through content. The purchase was satisfied by an initial cash consideration of £1,600,000 and a deferred cash earn out of up to £800,000 based on the operating profit generated by Radio Lynx in the 12 full months immediately following completion.

 

On 15 February 2010, UBC acquired the assets of Above the Title, a respected producer of content for a range of broadcasters including the BBC. The purchase was satisfied by an initial cash consideration of £85,000 and a deferred earnout to be paid in a mixture of cash and shares which, based on the current share price, would lead to a maximum earnout of £1.0m, which will become payable if an annualised operating profit of £333,333 is achieved in the 24 months immediately following completion.

 

Cash and cash flow

In the year to 31 March 2010 UBC had a cash outflow of £2.06m (2009: £6.55m inflow) including a cash outflow of £0.06m from operating activities (2009: £0.32m).

 

At 31 March 2010, UBC had cash in the bank of £8.41 million (2009: £10.47 million).

 

Discontinued operations

On 24 July 2009, UBC received £1,950,000 cash for the earn out settlement on the sale of the Commercial division to GTN. As at 31 March 2009 this was valued at £811,000, resulting in a gain to the profit and loss of £1,139,000 before costs and the impairment of IntaMedia.

 

In the year to 31 March 2010, a research & development tax cash credit was received by Cliq Radio for £97,000.

 

In the year to 31 March 2010, the provision against the contractual obligation to Bauer Radio for the former transmission of Classic Gold Digital on digital multiplexes, primarily covering Northern England, was reassessed resulting in a charge to Discontinued Operations of £411,000.

 

In the year to 31 March 2010, the provision against the contractual obligation to MXR Limited for digital multiplexes was reassessed resulting in a credit to Discontinued Operations of £167,000.

 

Profit/(loss) attributable to discontinued operations:



2010

£'000

2009

£'000

Commercial division


938

9,148

Cliq music downloading service


234

(2,023)

Classic Gold Digital


(414)

(542)



 

 

Profit in the period from discontinued operations


758

6,583



 

 

 

Investment in 4 Digital Group

UBC received a final cash payment of £40,000 from the 4 Digital Groups members voluntary liquidation in the period to 31 March 2010.

 

Capital reduction

A resolution was passed at the Annual General Meeting held on 24 July 2009, and subsequently confirmed by the Court, to reduce the share premium account by £16,104,000 to enable dividends or distributions to be made to shareholders.

 

 

 

Current trading and outlook

 

The Group is now in a much stronger position as its strategy to develop as a unique provider of multimedia content and services internationally gains momentum. The Group has re-signed many of its key recurring radio programming strands with the BBC as well as building on a strong pipeline of advertiser-funded content and applications. The Board remains confident that UBC will continue to make good progress in

the coming year.

Consolidated statement of comprehensive income

Year ended 31 March 2010

 


Notes

2010

£'000

2009

£'000

Continuing operations



 restated

Revenue

2, 3

4,940

3,525

Cost of sales


(3,563)

(2,461)



 

 

Gross profit


1,377

1,064





Administrative expenses before impairment of fixed asset investment


(1,913)

(1,740)

Impairment of fixed asset investment


-

(150)





Total administrative expenses


(1,913)

(1,890)



 

 

Operating loss

2, 3

(536)

(826)





Investment income


91

121



 

 

Loss before tax


(445)

(705)

Taxation on continuing operations

4

(99)

(57)



 

 

Loss for the period from continuing operations


(544)

(762)





Discontinued operations:




Profit for the period after taxation from discontinued operations

6

758

6,583



 

 

Profit for the period attributable to owners of the parent company and total comprehensive income


214

5,821



 

 





(Loss)/profit per share (pence)

5







From continuing operations




Basic


(0.28)

(0.40)



 

 

Diluted


(0.28)

(0.40)



 

 

From continuing and discontinued operations




Basic


0.11

3.02



 

 

Diluted


0.11

2.89



 

 

 

Certain costs previously disclosed in administrative costs have been reclassified for the prior year as cost of sales to provide an equivalent comparison. There is no impact on operating loss or loss before tax as a

result of this reclassification.


Consolidated statement of financial position

Year ended 31 March 2010

 


Notes

2010

£'000

2009

£'000

Assets




Non-current assets




Goodwill

7

4,707

2,834

Intangible assets

8

883

-

Property, plant and equipment


292

128

Deferred tax asset


191

92



 

 



6,073

3,054



 

 

Current assets




Inventory: work-in-progress


74

94

Trade and other receivables


1,517

1,670

Derivative financial asset


-

811

Cash and cash equivalents


8,414

10,473



 

 



10,005

13,048



 

 

Total assets


16,078

16,102



 

 

Current liabilities




Trade and other payables


(1,162)

(1,666)

Provisions for liabilities and charges - current

10

(1,970)

(931)



 

 



(3,132)

(2,597)



 

 

Net current assets


6,873

10,451



 

 

Liabilities




Non-current liabilities




Deferred tax liability


(645)

(447)

Provisions for liabilities and charges - non-current

10

(2,406)

(2,919)



 

 



(3,051)

(3,366)



 

 

Total liabilities


(6,183)

(5,963)



 

 

Net assets


9,895

10,139



 

 

Equity




Share capital


1,953

1,927

Share premium account


2,587

18,676

Retained earnings


5,355

(10,464)



 

 

Total equity


9,895

10,139



 

 

 



 

Consolidated cash flow statement

Year ended 31 March 2010

 


Notes

2010

£'000

2009

£'000





Cash flows from operating activities




Cash used in continuing operations


(155)

(446)

Taxation rebate


97

123



 

 

Net cash used in operating activities


(58)

(323)



 

 

Investing activities




Interest received


46

121

Dividends received


45

-

Purchase of property, plant and equipment


(224)

(35)

Acquisition of trade and assets

9

(1,869)

-



 

 

Net cash (used in) /generated from investing activities


(2,002)

86



 

 

Financing activities




Dividends paid


(499)

-

Proceeds from issue of ordinary share capital


41

-





Net cash used in financing activities


(458)

-



 

 

Net cash flow from discontinued operations

6

459

6,791



 

 

Net (decrease)/increase in cash and cash equivalents


(2,059)

6,554



 

 

Cash and cash equivalents at beginning of period


10,473

3,919



 

 

Cash and cash equivalent at end of period


8,414

10,473



 

 

 



 

Consolidated statement changes in equity

Year ended 31 March 2010   

 


Note

 

Share capital

£'000

Share premium account £'000

Other reserves

£'000

Retained earnings

£'000

Total

£'000








At 1 April 2009


1,927

18,676

-

(10,464)

10,139

Profit for the period


-

-

-

214

214

Share options exercised


26

15

-

-

41

Capital reduction


-

(16,104)

-

16,104

-

Dividends


-

-

-

(499)

(499)



 

 

 

 

 

At 31 March 2010


1,953

2,587

-

5,355

9,895



 

 

 

 

 

 

 


Note

 

Share capital

£'000

Share premium account £'000

Other reserves

£'000

Retained earnings

£'000

Total

£'000








At 1 April 2008


1,927

18,676

(801)

(15,484)

4,318

Profit for the period


-

-

-

5,821

5,821

Reserves movement


-

-

801

(801)

-



 

 

 

 

 

At 31 March 2009


1,927

18,676

-

(10,464)

10,139



 

 

 

 

 

 

 

Notes to the financial statements

 

1. Basis of preparation

 

The financial information set out above does not constitute the company's statutory accounts for the year ended 31 March 2010 or 2009, but is derived from the accounts. The consolidated financial statements within the full annual report are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. They are also prepared in accordance with IFRS adopted by the European Union ("EU"), the Companies Act 2006 and Article 4 of the EU IAS Regulations.

 

The auditors' report on those consolidated financial statements was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report, and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006 or equivalent preceding legislation. The preliminary results do not comprise statutory accounts within the meaning of section 434(3) of the Companies Act 2006. The annual report for the year ended 31 March 2010 will be delivered to the Registrar of Companies following the Company's annual general meeting to be held on 21 July 2010.

 

The financial information included in this preliminary announcement does not itself contain sufficient information to comply with IFRS. The Company will publish full financial statements that comply with IFRS in June 2010.

 

The preparation of the preliminary results requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the end of the reporting period, and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Prior year reclassification

 

The consolidated statement of comprehensive income for the year ended 31 March 2009 has been restated to conform to current year presentation. £830,000 of costs previously disclosed in administrative costs have been reclassified to cost of sales.

 

New Standards and Interpretations

 

In the current financial year, the group has adopted IAS 1 "Presentation of Financial statements" (revised 2007), Amendments to IFRS 7 "Financial Instruments" and IFRS 8 "Operating Segments".

 

The main change affecting UBC Media Group plc as a result of adopting IAS 1 (revised) requires the presentation of a statement of changes in equity as a primary statement, separate from the income statement and statement of comprehensive income. As a result, a consolidated statement of changes in equity has been included as a primary statement, showing changes in each component of equity for each period presented.

 

The amendment to IFRS 7 introduces a three level hierarchy for fair value measurement disclosures and requires entities to provide additional disclosures about the relative reliability of fair value measurements, to help improve comparability between entities about the effect of fair value measurements. In addition, the amendments clarify and enhance the existing requirements for the disclosure of liquidity risk. This is aimed at ensuring that the information disclosed enables users of an entity's financial statements to evaluate the nature and extent of liquidity risk arising from financial instruments and how the entity manages that risk. No comparative disclosures are required for the first year of application.

 

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the group that are regularly reviewed by the group's chief operating decision maker, the Chief Executive, to allocate resources to the segments and to assess their performance. In contrast, the predecessor Standard (IAS 14 "Segment Reporting") required the group to identify two sets of segments (business and geographical), using a risk and rewards approach, with the group's system of internal financial reporting to key management personnel serving only as the starting point for the identification of such segments. The adoption of this standard has resulted in no changes in the group's reportable segments.

 

Principal risks and uncertainties

Having disposed of the radio advertising business in the prior year the Group is currently progressing its future strategy for its Content and Software and Interactive businesses. There is a risk that the Group will lose key programming contracts with the BBC, but this is mitigated by the fact that the majority of contracts by value are long-term and the BBC has committed to increase the percentage of its output that is commissioned from the independent radio production sector. The Group is also seeking to increase its revenues from programming commissions from parties other than the BBC.

 

There are uncertainties surrounding the ultimate size of the markets for the Group's digital software products. However, the Group believes there is commercial potential for these products and continues to invest in both product and market development.

 

The other main risks to the Group are people, especially key executives. Retention of the key executives of the Group is recognised as a risk and is managed by the incentive and remuneration arrangements referred to in the Directors' remuneration report in the report and accounts. Financing of the Group's activities is covered in the Financial review in the report and accounts.

Going concern

 

The Board is satisfied that the Group balance sheet remains strong. We remain well-financed with considerable cash reserves and no foreseeable requirement for further finance. The Group balance sheet showed cash reserves at 31 March 2010 of £ 8,414,000 (2009: £10,473,000).

The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, indicate that the Group has sufficient cash available to continue in operational existence throughout the forecast period and beyond. As a consequence, the Board believes that the group is well placed to manage its business risks successfully despite the current uncertain economic outlook. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

 

Responsibility statement of the directors on the annual report

The responsibility statement below has been prepared in connection with the company's full annual report for the year ending 31 March 2010. Certain parts thereof are not included within this announcement.

'We confirm to the best of our knowledge:

1) the financial statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

2) the management report, which is incorporated into the directors' report, includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

This responsibility statement was approved by the board of directors on 4 June 2010 and is signed on its behalf by:

 

Simon Cole                                                                     John Falcon

Chief Executive Officer                                                     Finance Director



2. Business and geographical segments

 

Business segments

 

The Group has adopted IFRS 8 Operating segments with effect from 1 April 2009. The adoption has resulted in no changes in the Group's reportable segments.

 

For management purposes, the Group is organised into two continuing operating divisions - Content and Software and Interactive.  These divisions comprise the Group's operating segments for the purposes of reporting to the Group's chief operating decision maker, the Chief Executive Officer.

 

Principal activities are as follows:

 

Content - The principal activity of the division is the production of audio and video programming for broadcasters and advertising to domestic markets.

 

Software and Interactive - The principal activity of the division is the development and sale of software and data services to the radio industry both in the UK and overseas markets.

 

The Group was also previously involved in Commercial Networking and Cliq; any income or expenditure arising in respect of these divisions is recognised in discontinued operations as described in note 6.

 

Segment information about these businesses is presented below:

 


Content


Software and


Unallocated


Total





Interactive








2010

2009


2010

2009


2010

2009


2010

2009


£'000

£'000


£'000

£'000


£'000

£'000


£'000

£'000













Revenue

4,436

2,946


504

579


-

-


4,940

3,525













Segment's result (gross profit)

1,206

796


171

268


-

-


1,377

1,064

Unallocated corporate expense







(1,913)

(1,890)


(1,913)

(1,890)













Operating loss










(536)

(826)

Investment income










91

121

Income tax expense










(99)

(57)

Profit for the year from discontinued operations










758

6,583













Profit for the year










214

5,821













Segment Assets

6,966

3,527


276

246


8,836

12,329


16,078

16,102













Segment Liabilities

1,719

143


99

150


1,130

1,373


2,948

1,666

Discontinued operations







3,235

4,297


3,235

4,297














1,719

143


99

150


4,365

5,670


6,183

5,963













Other Segment items:












Capital additions

102

16


1

8


171

11


274

35

Depreciation

40

19


6

15


64

71


110

105

Amortisation

116

-


-

-


-

-


116

-

Geographical Information

 

The Group's operations and assets are located in the United Kingdom. The Group's sales outside the United Kingdom are predominantly made by the software and interactive division.

 

The Group's revenue from external customers and information about its segments by geographical location is detailed below:

 


Revenue

Non-Current assets


2010
£'000

2009
£'000

2010
£'000

2009
£'000






United Kingdom

4,512

3,121

6,073

3,054

Europe

14

-

-

-

Rest of the world

414

404

-

-


 

 

 

 


4,940

3,525

6,073

3,054


 

 

 

 

 

 

 

3. Operating loss for the year

 

Operating loss for the year has been arrived at after charging:


Continuing operations

Discontinued operations

Total


2010

£'000

2009

£'000

2010

£'000

2010

£'000

2010

£'000

2009

£'000

Net foreign exchange losses

 

12

32

-

-

12

32

Depreciation of property, plant and equipment

 

110

105

-

-

110

105

Amortisation of intangible assets- Customer relationships

 

110

-

-

-

110

-

Operating lease payments - land and buildings

 

108

147

-

-

108

147

Licenses' payments

 

-

-

 

1,079

1,068

1,079

1,068








Staff costs

2,432

2,298

59

1,375

2,491

3,673

Impairment of goodwill

-

-

50

-

50

-


 

 

 

 

 

 

 



 

 

4. Tax

 


Continuing operations

Discontinued operations

Total


2010

£'000

2009

£'000

2010

£'000

2009

£'000

2010

£'000

2009

£'000








Current tax

-

-

-

-

-

-

Prior year adjustment

-

-

-

-

-

-

Research and development tax credit

 

-

 

-

 

(97)

 

(64)

 

(97)

 

(64)

Deferred tax

 

99

 

57

 

-

 

-

 

99

 

57


 

 

 

 

 

 


99

57

(97)

(64)

2

(7)


 

 

 

 

 

 

 

Corporation tax is calculated at 28% (2009: 28%) of the estimated assessable profit for the year. A £97,000 (2009: £64,000) research and development tax credit arose from Cliq Radio Limited. The charge for the year can be reconciled to the profit per statement of comprehensive income as follows;

 

 


2010

£'000

2010

%

2009

£'000

2009

%

Loss before tax:





Continuing operations

(445)

(206)%

(705)

(12)%

Discontinued operations

661

306%

6,519

112%


 

 

 

 


216

100%

5,814

100%


 

 

 

 

Tax at the UK corporation tax rate of 28% (2009: 28%)

60

28%

1,628

28%

Tax effect of expenses that are not deductible in determining taxable profit

15

7%

156

2%

Accelerated capital allowances

(34)

(16)%

25

0.4%

Non-taxable  capital transactions

(299)

(138)%

(2,747)

(47)%

Tax effect of non-utilisation of tax losses

357

165%

1,087

19%

Deferred tax asset recognised

-

-

(92)

(1.6)%

Research and development tax credit

(97)

(45)%

(64)

(1)%


 

 

 

 

Tax credit and effective tax rate for the year

2

1%

(7)

(0.2)%


 

 

 

 

 

 



 

5. Profit/(loss) per share

 

Basic profit/(loss) per share is calculated by dividing the profit/(loss) attributable to shareholders by the weighted average number of ordinary shares in issue during the year.

 

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share.  For a loss-making company with outstanding share options, net loss per share would only be increased by the exercise of out-of-the-money options. 

 

Reconciliation of the profit and weighted average number of shares used in the calculation are set out below:

 


2010

2009

Basic EPS

Profit/
(loss)

£'000

Weighted average number of shares

Million

Per share amount

Pence

Loss
£'000

Weighted average number of shares
Million

Per share amount

Pence

Profit/(loss) attributable to shareholders:







Continuing and discontinued operations

214

194

0.11

5,821

193

3.02

Continuing operations

(544)

194

(0.28)

(762)

193

(0.40)

Discontinued operations

758

194

0.39

6,583

193

3.42


 

 

 

 

 

 

 


2010

2009

Diluted EPS

Profit/
(loss)

£'000

Weighted average number of shares

Million

Per share amount

Pence

Loss
£'000

Weighted average number of shares
Million

Per share amount

Pence

Profit/(loss) attributable to shareholders:







Continuing and discontinued operations

214

202

0.11

5,821

201

2.89

Continuing operations

(544)

194

(0.28)

(762)

193

(0.40)

Discontinued operations

758

202

0.37

6,583

201

3.27


 

 

 

 

 

 

 



 

6. Discontinued operations

 

Shown below is a summary of discontinued operations:

 

Net profit/(loss) attributable to discontinued operations

Notes

2010

£'000

2009

£'000





Commercial Division

(i)

938

9,148

Cliq music downloading service

(ii)

234

(2,023)

Classic Gold Digital

(iii)

(414)

(542)



 

 

Profit/(loss) in the period from discontinued operations


758

6,583



 

 

 

Net cash flow from discontinued operations was £459,000 (2009: £6,791,000), included within this was cash received in investing activities of £1,813,000 (2009: £8,212,000), the other cashflows relate to cash used in operating activities.

 

(i)        Commercial division

 

On 2 March 2009 the entire share capital of The Unique Broadcasting Company Limited was purchased by Global Traffic Network (UK) Limited, a subsidiary of Global Traffic Network Inc, a US registrant. The assets of Programme Production and Data and Interactive businesses were not included in the sale and were transferred out of the company to The New Unique Broadcasting Company Limited a newly incorporated and wholly owned subsidiary of UBC Media Group plc. The sale was for an initial cash consideration of £9,000,000 and contingent consideration based on revenue achieved by the Commercial division in the years ending December 2009, 2010 and 2011 which is discussed in further detail in the accounts. This resulted in a gain on disposal of £9,023,000 as shown below. Direct disposal costs amounted to £785,000.

 

On 24 July 2009, UBC announced the settlement of the earnout on the sale of the Commercial Division to Global Traffic Network for £1,950,000.  As at 31 March 2009 this was fair valued at £811,000. On that date, UBC also announced the acquisition of the assets of the part of the Commercial Division responsible for Sponsorship, Promotions and Interactive Marketing (trading as 'IntaMedia') from Global Traffic Network Inc ("GTN") for a cash consideration of £50,000.

 

At 31 December 2009, it was decided to discontinue IntaMedia and the £50,000 goodwill along with the trading losses for the period from acquisition to 31 December 2009 were written off. Disposal costs incurred amounted to £137,000. Included within discontinued operations is also the trade performance of the disposed assets which amounted to a loss of £14,000 (2009: profit £125,000).



 



2010
£'000

2009

£'000





Revenue


168

9,417

Expenses


(182)

(9,292)



 

 

Profit before tax


(14)

125

Attributable tax expense


-

-

Profit after tax


(14)

125

Gain on disposal of discontinued operations


952

9,023



 

 

Profit attributable to discontinued operations


938

9,148



 

 





Initial cash consideration


-

9,000

Fair value of contingent consideration


-

811

Unwinding of fair value consideration


(811)

-

Cost of disposal


(137)

(785)

Actual deferred cash consideration


1,950

-

Net assets disposed


-

(3) 

Goodwill impairment


(50)

-



 

 

Gain on disposal


952

9,023



 

 

 

(ii)        Cliq Music Downloading Service

 

On 11 June 2008 the directors decided to close the Cliq music downloading service. Consumer uptake was not as anticipated and the Java application was beset with difficulties relating to compatibility with mobile phones in the market place. Further costly development of the Java application was required and along with not having the co-operation of the mobile telecoms industry, the directors decided to close the consumer facing side of the Cliq music downloading service and instead concentrate on providing a business-to-business solution to manufacturers of connected devices. After accounting for all closure costs of the division the profit attributed to Cliq in the year was £234,000 (2009: loss £2,023,000).

 

The licence credit in the current year is the revaluation of a digital license provision for the ongoing commitment attributable to non-cancellable licences which run to 2015 (see note 10).

 



2010
£'000

2009

£'000





Revenue


-

-

Expenses


(30)

(1,172)

Loss before tax


(30)

(1,172)

Attributable tax credit


97

64



 

 

Profit/(loss) after tax


67

(1,108)

Licence credit/(cost)


167

(915)



 

 

Profit/(Loss) attributable to discontinued operations


234

(2,023)



 

 

 

(iii) Classic Gold Digital

 

On 30 June 2007 the business and assets, including licences, of Classic Gold Digital Limited, were sold to GCap Media (AM) Limited, a wholly-owned subsidiary of GCap Media plc. On 30 June 2007 the 20% shareholding in Classic Gold Digital Limited held by GCap Media Services Limited (formerly GWR Radio Services Limited) was transferred to UBC Media Group plc and Classic Gold Digital Limited became a wholly-owned subsidiary of UBC Media Group plc and Classic Gold Digital Limited changed its name to Lisson Street (Properties) Limited.

 

The licence cost in the current year is the revaluation a digital license provision for the ongoing commitment attributable to non-cancellable licences which runs to 2015. These licences were used to broadcast the Classic Gold Digital service.

 



2010
£'000

2009

£'000





Revenue


-

-

Expenses


(3)

-



 

 

(Loss)/Profit before tax


(3)

-

Attributable tax expense


-

-



 

 

(Loss)/Profit after tax


(3)

-

Licence costs


(411)

(542)



 

 

Loss attributable to discontinued operations


(414)

(542)



 

 

 

7. Goodwill

 




2010
£'000





Cost




As at 1 April 2009



2,834

Additions recognised on acquisition (Note 9)



1,923

As at 31 March 2010



4,757





Accumulated Impairment losses




As at 1 April 2009



-

Impairment losses for the year



50

As at 31 March 2010



50





Carrying value




At 31 March 2010



4,707





At 1 April 2009



2,834





 

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGU) that are expected to benefit from that business combination.  After recognition of impairment losses, the carrying amount of goodwill has been allocated as follows:

 



2010
£'000

2009
£'000

Content:




Smooth Operations (Productions) Limited


2,834

2,834

The New Unique Broadcasting Company Limited


1,426

-

Above the Title Limited


447

-



 

 



4,707

2,834



 

 

 

The £50,000 impairment in the year relates to IntaMedia which was discontinued at 31 December 2009.

 

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.

 

The recoverable amounts of the CGU are determined from value in use calculations.  The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period.  Management estimates discount rates using benchmark cost of capitals for the sector along with the cost of capital of the Group.  The growth rates are based on industry growth forecasts.  Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

 

The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next year, applies industry growth rates and extrapolates cash flows into perpetuity. The Group then prepares sensitivity analysis on the variables to ensure robustness of the carrying value.

 

The key assumptions used in these calculations are:

·      FY 2010-11 budgeted earnings before interest, tax, depreciation and amortisation ("EBITDA")

·      Discount rate 7.70% based on company WACC

·      Growth rate of 2.00% as per the long-term growth rate of the U.K.

·      Sensitivity analysis applied of 10% reduction in budgeted EBITDA and 0% EBITDA growth

·      The Group projects cash flow derived from the most recent financial information used by                   management for the next year based on growth as stated above

 

An increase in the discount rate by the following percentage points would result in the carrying amount of goodwill being reduced to its recoverable amount:


%



Smooth Operations (Productions) Limited

3.1

The New Unique Broadcasting Company Ltd

41.3

Above the Title Ltd

12.3

 

 

8. Intangible assets

 


Customer

relationships

£'000

Other
£'000

Total
£'000

Cost




At 1 April 2009

-

-

-

Additions

948

51

999


 

 

 

At 31 March 2010

948

51

999


 

 

 





Amortisation




At 1 April 2009

-

-

-

Charge for the year

110

6

116


 

 

 

At 31 March 2010

110

6

116


 

 

 

Carrying amount




At 31 March 2010

838

45

883


 

 

 

At 1 April 2009 

-

-

-


 

 

 

 

The above were capitalised in accordance with IAS 38 "Intangible assets" on acquisition of the trade and assets of RadioLynx (Note 9). Customer relationships and other intangible assets are amortised over their estimated useful lives, which is on average five years.



9. Acquisitions

 

On 20 August 2009, UBC announced the acquisition of the trade and assets of "Radio Lynx", a key player in the growing business of marketing through content. The purchase was satisfied by an initial cash consideration of £1,600,000 and a deferred contingent cash earnout of up to £800,000 based on the operating profit generated by Radio Lynx in the 12 full months immediately following completion.

 

On 15 February 2010, UBC acquired the assets of Above the Title, a respected producer of content for a range of broadcasters including the BBC. The purchase was satisfied by an initial cash consideration of £85,000 and a deferred earnout to be paid in a mixture of cash and shares which, based on the current share price, would lead to a maximum earnout of £1,000,000, which will become payable if an annualised operating profit of £333,333 is achieved in the 24 months immediately following completion.

 

On 24 July 2009, UBC also announced the acquisition of the trade and assets of the part of the Commercial Division responsible for Sponsorship, Promotions and Interactive Marketing (trading as "IntaMedia") from Global Traffic Network Inc (GTN) for a cash consideration of £50,000. At 31 December 2009, it was decided to discontinue IntaMedia. The goodwill and trading losses in the period to 31 December 2009 were written off and included in discontinued operations (See Note 6).

 

These transactions have been accounted for by the purchase method of accounting.

 


Radio Lynx

Above the Title

IntaMedia


Book

Fair

Book

Fair

Book

Fair


value

value

value

value

value

value


£'000

£'000

£'000

£'000

£'000

£'000








Net assets Acquired

36

36

88

14

-

-


 


 


 


Goodwill (Note 7)


1,426


447


50

Intangibles (Note 8)


999


-


-



 


 


 

Total Consideration


2,461


461


50



 


 


 

Satisfied By:







Initial upfront cash


1,600


85


50

Deferred Consideration


800


303


-

Acquisition fees


61


73


-



 


 


 



2,461


461


50



 


 


 

Net cash outflow arising on acquisition







Cash consideration


(1,661)


(158)


(50)

Cash and cash equivalents acquired


-


-


-



 


 


 



(1,661)


(158)


(50)



 


 


 

 

 

Radio Lynx contributed £1,421,000 to revenue and £357,000 to gross profit for the period between the period of acquisition and the end of the reporting period.

 

Above the Title contributed £131,000 to revenue and £33,000 to gross profit for the period between the period of acquisition and the end of the reporting period.

 

Had these business combinations been effected as at 1 April 2009, the revenue of the group from continuing operations would have been increased by £1,049,000 and profit before tax would have increased by £89,000. The directors of the group consider these 'pro-forma' numbers to represent an approximate measure of the performance of the combined group on an annualised basis and to provide a reference point for comparison in future periods.

 

10. Provisions

 


Earnout (Lynx)

£'000

Earnout (ATT)

£'000

Property Lease

Provision

£'000

Digital licences provision
£'000

Total
£'000







At 1 April 2009

-

-

-

3,850

3,850

Additional  provision in the year

800

304

79

-

1,183

Unwinding of discount

-

-

-

244

244

Utilisation of provision

-

-

-

(901)

(901)


 

 

 

 

 

At 31 March 2010

800

304

79

3,193

4,376


 

 

 

 

 

Included in current liabilities





1,970

Included in non-current liabilities





2,406






 






4,376






 

 

The ATT and Lynx earnout provisions relate to deferred consideration on the acquisition of Above the Title and Radio Lynx. The earnouts are contingent on the performance of the business and assets acquired and will be paid out in cash (Lynx) or a combination of cash and shares (ATT) according to the terms of the sale and purchase agreement.

 

During the year under review the company acquired the trade and assets of "Above the Title" including two onerous property leases. The property is in the process of being sublet but prevailing market conditions meant that part of the lease as reflected above remained onerous.

 

The digital licences provisions relate to discontinued operations. The company has provided for the costs attributable to non-cancellable licences which run to 2015 on the basis of the discounted present value of future payments (2009: £3,850,000).

 

During the year two of the five MXR digital license contracts were re-assigned to third parties which resulted in the credit to the Cliq line in discontinued operations of £167,000 (see note 6).

 

Management are in discussions with the holders of the remaining licences and are confident that these amounts will be settled for less than the contracted amount but, because the outcome of these discussions is uncertain, management have provided based on their contractual obligations.

 

The provision is made subsequent to payments of £166,000 (2009: £181,000) made to MXR in the year.

 

11. Post Balance Sheet Events

 

On 28 May 2010 the Group concluded an agreement with the seller of "Radio Lynx", Music Marketing Services Limited, to advance £500,000 of the deferred cash consideration in exchange for the deferred consideration cap being reduced from £800,000 to £700,000.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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