Final Results and Notice of A.G.M

10th March 2015 One Media IP Group Plc ("One Media" or the "Group") Final Results and Notice of A.G.M. One Media iP (AIM: OMIP), the digital media content provider which exploits intellectual digital property rights around music, video and spoken word, is pleased to announce its Final Results for the year ended 31 October 2014. Financial Highlights * Revenue up 9.5% to £2,900,090 (2013: £2,649,130); * EBITDA increased by 23.6% to £827,794 (2013: £669,996); * Profit before tax up 94.7% to £642,273 (2013: £329,889); * Cash balances of £1,219,466 at 31 October 2014 (2013: £1,688,093); * Dividends paid in year ending 31 October 2014, totalling £100,598 (2013: £70,135). The first on 25 November 2013 at 0.077p per share and on 8 July 2014 a further dividend of 0.071p per share; * A further USD$2.0m (GBP£1.2m) advance against royalties received from The Orchard, the Group's digital distributor. Operational Highlights * Acquisition of the Point Classics Catalogue of rights for US $1.6m comprising over 4,000 classical music tracks; * Acquisition under a long-term license for £300,000 of the Church Street Station and Rock `n' Roll Palace catalogues of audio-visual rights; * One Media was awarded 2nd place in the Rising Star category, chosen from companies representing 27 countries in the FESE European Small and Mid-Cap Awards; * The consolidation and buyout for US $75,000 of one of the Group's long term licensors for nostalgic content that previously had an on-going royalty; * Sponsorship for the Royal Armouries and association with British heritage based at the Tower of London; * US $100,000 acquisition of a variety of smaller content catalogues including the following: * Irish singing star Rose-Marie in a 20 album deal; * Over 250 lifestyle/special interest digital video programs from Delta Leisure; * Spoken word content featuring the fictional works of the `Lost Elvis Diaries and * Converting a long-term, exclusive licensor Tropicana into complete ownership by the Group. One Media CEO & Chairman, Michael Infante, commented: "Once again I am pleased with the Group's performance despite a very challenging year within our industry. We have maintained a positive set of results with continued growth in revenue and profitability, and maintained our dividend policy. As more customers embrace `streaming', it creates shifts in user demand and in the way that consumers enjoy digital content. The `subscription' model, adopted by Spotify, challenges the iTunes `download' model, and once again produces changes in the music and video landscape. We look forward to continuing our strategy of `rights' acquisitions and the exploitation of our content via the many new services that are emerging alongside those that are now well established. I would like to thank all of the One Media team for their support alongside our professional advisers and shareholders." The financial information set out in this Final Results announcement has been extracted from the audited Report and Financial statements and does not constitute the Company's statutory accounts for the year ended 31 October 2014. The report of the auditor in the Report and Financial Statements for the year ended 31 October 2014 is unqualified and the results announcement can be viewed on the company's website, www.onemediaip.com, with effect from Tuesday 10th March 2015. For further information, please contact: One Media Publishing Group Plc Michael Infante Chairman and Chief Executive Tel: +44 (0)175 378 5500 Alice Dyson-Jones Brand & Communications Manager Tel: +44 (0)175 378 5501 Cairn Financial Advisers LLP Nominated Adviser Liam Murray / Jo Turner Tel: +44 (0)20 7148 7900 Charles Stanley Securities Broker Mark Taylor Tel: +44 (0)20 7149 6000 CEO & Chairman's Statement Leading and embracing change is what One Media was born to do. When the Group was founded in August 2005, and subsequently listed on Ofex (now ISDX) in 2006, it was amidst a changing world of music formats. Then it was the era of the birth of digital and the downsizing of the Compact Disc markets. Ten years on and we are witnessing a new generation of digital music and video marketing initiatives with another shift in consumer behaviour. Let's take a brief look at how we have consumed music over the life of our industry. It all started long before the ability to capture sound was possible. Musicians were hired to play for those that could afford it, every live performance a one-off. A purist industry one might say. Along came Leon Scott in 1857 with his Phonoautograph, the precursor to Thomas Edison's Phonograph in 1877, and within a decade the gramophone was established. The ability to record and replay sound was here to stay and by 1890 a fledgling recording entertainment industry was born. The physical format existed as the mainstream commercial method of selling music for the next 110 years. We saw LPs, Cassette Tapes, Compact Discs, and finally at the end of the 1990s people `in the know' were talking about MP3s. The ability to transfer music digitally existed several years before the ability to monetise it. Apple's iTunes store revolutionised digital music sales in 2002 with the launch of the iPod. So why do I mention this history? Well, whilst our digital age is not about to change, the model of how we pay for content is. Paying for content was always a given. You bought a record for money that you passed to shopkeeper and over the last 12 years much of this has been done digitally. You paid your money to "Mr Apple" and others and you downloaded a tune to your preferred device. This was now yours to keep. Subscription stores such as Spotify have now changed this model forever. The invention by Apple of the smartphone (the iPhone) has transformed the way we consume music. The iPod was an isolated music device for storing tunes, enabled by connectivity to your PC. The smartphone with its connectivity and 4G ability does not need to store music in the same way, it just needs a signal. So enter the new players in the form of the telecom providers, such as Vodafone and O2, that now facilitate the many `streaming services' to your smartphone. Your mobile phone no longer needs to hold gigabytes of music as this is now stored remotely in the cloud by the many music and video providers that offer in excess of 20 million songs, all for the asking on a variety of terms. All you need to do is subscribe. This revolution has taken less than five years to change the way we acquire our music and in the last year it has come of age. iTunes previously dominated the market with approximately 85% but today, their download model controls approximately 44%, and continues to reduce. The phrase `ad-funded' has also crept into our vocabulary, which basically means `free to listen so long as you endure a commercial'. Alternatively, you can pay a monthly subscription to your service provider and have the adverts removed. All of this leads to a change in the consumption of music and the way it is monetised. Never before have there been so many music transactions worldwide and never before has music become a commodity attached to the many service providers and the emerging music stores. All of this ultimately will be good for content owners like ourselves, but currently we are experiencing a shift as the market takes a new shape for the future. We maintain a cautious acquisition strategy where value is paramount as is the ability to enhance earnings, and as the industry adjusts to its new monetisation model, we are examining our potential acquisition opportunities very carefully. Financial Overview Once again this year we have seen our revenue grow with a final reported figure of £2,900,090, an increase of 9.5% on the £2,649,130 from last year. Profit from continuing operations is reported at £637,623, a 21.7% improvement on the equivalent figure of £523,648 for 2013. This has been achieved by a combination of revenue growth, achieving gross margins at 51.7% (2013: 51.9%) and holding our overheads to £861,814 (2013: £851,890), despite incurring a foreign exchange loss of £56,360 (2013: £16,592). This demonstrates the operational leverage within our business whilst maintaining tight control of administrative costs. Revenue increased by 9.5% despite the volatility in the USD$ exchange rate experienced during the year, which ranged between $1.60 to $1.71. Compared to the rates experienced in the previous financial year we estimate that there was an adverse impact of approximately £125,000 on our digital income received in USD$. The profit after tax attributable to equity shareholders of £620,360 is reported for the financial year, an increase of £381,451 from the £238,909 reported for 2013. A significantly reduced corporation tax provision of £21,913 (2013: £90,980) has been made. Advantage has been taken, within this provision, to utilise the beneficial allowances given by HMRC resulting from the exercise of options and warrants by employees and directors. It is estimated that the full year corporation tax charge would be £129,317 higher if advantage had not been taken of these HMRC provisions. EBITDA, calculated on profit from continuing activities before interest, tax, depreciation and amortisation, increased by 23.6% to £827,794 (2013: £669,996). At the end of the year we have cash balances of £1,219,466 (2013: £1,688,093), having raised £92,500 through the exercise of options and warrants. Operationally we received from The Orchard, the Group's digital distributor, an advance of USD$2m (GBP£1.2m) against royalties the outstanding balance of which is included in current liabilities. Net cash generated by operating activities was £1,116,074 (2013: £1,155,701), cash outflow relating to the acquisition of content and rights of £1,576,463 (2013: £485,354) and dividends of £100,598 (2013: £70,135). We continue to operate a steady, considered approach with our acquisition programme and will broaden our IP search for content, considering forums and avenues outside of the traditional music platforms to expand our investment portfolio as we mature. Finally two dividends were paid in the year totalling £100,598 (2013: £70,135). These dividends were paid in two instalments, on 25 November 2013 at 0.077p per share and on 8 July 2014 a further dividend of 0.071p per share was paid. Content and Rights Acquisition Our acquisition of the Point Classics catalogue is one that has most excited us in 2014. This catalogue, of over 4,000 exclusively owned classical recordings is well known to us, and forms the basis of a solid commercial enterprise that will scale. This extensive collection containing works by over 100 composers including Mozart, Vivaldi, Beethoven performed by acclaimed Orchestras, positions us with a well-rounded, world-class commercial classical catalogue. We believe the acquisition price of US $1.6m represented great value. We are currently ingesting the recordings into the One Media in-house system, and distribution to the many digital stores is underway. Additionally, we have created a dedicated Point Classics YouTube channel, initially featuring 30-second video `shorts' utilising the `best bits' so that consumers can take a tour of our catalogue with the aid of colourful graphic animation. www.youtube.com/user/PointClassics In the period under review we also made other significant investments of both audio and video content. We acquired, under license, the Church Street Station and Rock `n' Roll Palace catalogues for £300,000 which are now available on our dedicated YouTube channels. One Media, acting as a Multi Channel Network (MCN), operates 18 such channels which can all be viewed via the front page of our website. (www.onemediaip.com) We continue to develop our YouTube network and are very pleased with the growing audience to our Men & Motors channel, which we acquired from Granada/ ITV in 2012 and subsequently launched online during 2013. We continue to explore new opportunities as we rebuild the Men & Motors brand and audience awareness. Our newly appointed in-house Brand and Communications Manager (Alice Dyson-Jones) will be communicating `trade news' and brand enhancement via the music and financial press from time to time. All stories will appear on the Group's website, Twitter and Facebook. Any acquisitions of material size will be reported via the Regulatory News Channels in the normal way. Our investment of US $100,000 on the acquisition of a variety of smaller content catalogues is as follows: * The Group acquired the exclusive rights to Irish diva Rose-Marie's back catalogue of 20 Gold and Platinum selling albums, including songs from the `Old Country' and great standards such as Danny Boy, Ave Maria, Crazy and Beautiful Dreamer to name a few. * The Delta Leisure video deal featured over 250 hours of special interest programmes, and is now presented on our Great British Channel. These instructional or `Well-Being' videos are of particular interest to YouTube audiences, with viewing figures growing steadily. Programmes like `Easy Yoga' and "How to" videos on Massage and Relaxation, as well as classic `Cold War Aircraft' and `Military Memorabilia' all perform well on this platform. www.youtube.com/user/GreatBritishChannel * After acquiring the spoken word version of Aubrey Malone's fictional work, the `Lost Elvis Diaries' in 2013, it was always our intention to convert this from an audio-only product to a visual programme. From assets acquired within the deal, we have created a YouTube channel of animated video diary entries read by an Elvis impersonator. This concept really brings the story alive and if it proves its worth, paves the way to exploit the vast quantity of high quality spoken word files we have within our library, to view follow the link: www.youtube.com/user/elvisdiaries * Using the company's cash resources to convert long-term licenses into ownership has always been part of our modus operandi. Often when we enter deals the target is not a seller. In the early stages we usually enter long-term license arrangements with an `option to buy'. This we have now done with longstanding licensor Tropicana, featuring the music of legendary producer Ian Levine. One Media now owns this exciting catalogue of over 3,000 exclusive Motorcity, Hi-NRG and Northern Soul tracks. Songs performed by Evelyn Thomas, Frankie Gaye, Syreeta, Martha Reeves, Johnny Bristol, Miquel Brown Dobie Gray, The Miracles and the Ladies of the Supremes to name just a few of the hundreds of artists featured in this collection. Follow the link to view: www.youtube.com/user/IanLevine Market Overview Recording industry revenues in the UK, as published by the BPI (British Phonographic Industry), fell by 4.1% in 2014 to stand at £699.6m. Streaming was again the bright spot for the industry with revenues climbing to £114.7m, a year-on-year increase of almost 50%. Streaming's impressive performance in 2014 meant that its share of industry turnover reached 16.4% across subscription, ad-funded and cloud platforms. Subscriptions were the sector demonstrating the strongest rate of growth with revenues rising by 58.4% to £86.6m. Digital downloads all suffered losses in 2014 with revenues across track, album and video sales down by 12.2%. (Source: BPI) One Media has continued to out-perform the market given these numbers in such transformational times, considering our entire market presence resides only in the digital sector with no physical side (CD/DVD) to our business. Internally, we have implemented a department for copyright enforcement. Using our bespoke system software we are able to search music sites and YouTube for unlawful use, resulting in content being removed from stores and the claiming of any unpaid Royalties. Employees Our systems are robust and coping with growth without the need for additional significant investment in staff or new systems. As our team grows in experience we are remunerating them based on ability, experience and responsibility. Our team of eight in-house Creative Technicians, that are responsible for ingesting all of the Groups digital content, have all been accredited in accordance with the `YouTube Creator Academy' (An in-depth training program in channel management and best practice). In 2015, we created a new position of Brand & Communications Manager. Alice Dyson-Jones joined the team in November 2014 bringing vast experience in the video and broadcast industry. Alice will additionally be responsible for Financial PR. Mary Kuehn (our USA based trading director of One Media iP Ltd) is liaising with our emerging American clients for the groups licensing activities, specifically on our newly acquired Point Classics catalogue. Philip Miles, our UK trading company's Technical Director has undertaken a review of all system procedures and is enhancing our technical abilities to ensure the Group's system management is market leading. All of the team contribute to a very high level and I would like to thank them all and my co-directors, Nigel Smethers, Scott Cohen and Roman Poplawski, for their dedication, experience and effort throughout 2014. Outlook `Content is King' remains our basic mantra. An expansion into manipulating data for other uses is something that the Group is exploring. As we reach out to more consumers and collect intelligence on buying patterns and digital requirements, our focus is honed more specifically to matching what consumers want to listen to and view. We are currently exploring technical methods of copyright enforcement utilising both in-house and propriety software. Additionally research into `platform hosting' is being undertaken by the technical team for information sharing and monetising the data we hold into new arenas. It is early days, but we are enthused by the many new monetisation opportunities that this may present to the Group. As previously stated the UK music market declined and there has been a shift from `Downloading' to `Streaming' of music and video. We anticipate that downloading market share will continue to reduce but that streaming will grow. It is then a question as to whether the streaming model picks up the downloading shortfall on a balanced basis. In the long term, as the streaming consumer market matures, companies like One Media will benefit. The reason for this is as follows: Download purchases are limited to single track or album search made by the consumer on a decisive purchase objective. Under this model you will rarely download and pay for a track or multiple artist tracks in which you merely have a passing interest. It becomes cost prohibitive. Streaming is different, here you can listen/stream millions of tracks for a set price within a period and the consumer will experiment and consequently consume far deeper back-catalogue as offered by your Group. So we would anticipate a shift in the old 80/20 rules whereby 80% of our turnover is governed by 20% of our catalogue. The fact is that we have already noticed `album tracks' that hitherto were undiscovered since the fall of the CD, being streamed and are now gaining traction and new audiences. This is very encouraging and good for the music and monetisation of our deeper unknown content. One Media generates revenues from the streaming stores every time the track is streamed, so for popular tracks reaching higher income is no longer capped by the download price that is currently achieved. The landscape has evolved unrecognisably since the early days of the gramophone, each evolution presenting new challenges and whilst the mediums may have changed along the way, the opportunity to monetise audio and visual IP is undeniable. We remain confident in our activities and are flexible enough to move with the changes and set new horizons and opportunities for all of our content. I would like to thank the management and staff of One Media, and our professional advisory teams. The Group, which remains profitable, debt free and cash resourced, is well positioned to pursue its strategy of continued growth through the acquisition of intellectual copyrights. Michael Infante JP Chairman and CEO 10 March 2015 Consolidated Statement of Comprehensive Income For the year ended 31 October 2014 Note Year ended Year ended 31 October 31 October 2014 2013 £ £ Revenue 2,900,090 2,649,130 Cost of sales (1,400,653) (1,273,592) Gross profit 1,499,437 1,375,538 Administration expenses (861,814) (851,890) Profit from continuing 637,623 523,648 operations Other expenses -AIM - (196,559) float and associated costs Operating profit 637,623 327,089 Finance income 4,650 2,800 Profit on ordinary 642,273 329,889 activities before taxation Tax expense (21,913) (90,980) Profit for period 620,360 238,909 attributable to equity shareholders Basic adjusted earnings 0.91p 0.70p per share Diluted earnings per 0.83p 0.61p share Basic earnings per 0.91p 0.40p share Diluted adjusted 0.83p 0.35p earnings per share The Consolidated Statement of Comprehensive Income has been prepared on the basis that all operations are continuing activities. Consolidated Statement of Changes in Equity For the year ended 31 October 2014 Share Share Share Share Retained Total Capital redemption premium based earnings equity reserve payment reserve £ £ £ £ £ £ At 1 November 2012 273,143 239,546 718,271 12,416 387,783 1,631,159 Proceeds from the 51,625 - 670,874 - - 722,499 issue of new shares Share based - - - 13,776 - 13,776 payment charge Profit for the - - - - 238,909 238,909 year Dividends - - - - (70,135) (70,135) At 1 November 2013 324,768 239,546 1,389,145 26,192 556,557 2,536,208 Proceeds from the 28,750 - 63,750 - - 92,500 issue of new shares Share based - - - 10,615 - 10,615 payment charge Release from share (15,592) 15,592 - based payment reserve Profit for the - - - - 620,360 620,360 year Dividends - - - - (100,598) (100,598) At 31 October 2014 353,518 239,546 1,452,895 21,215 1,091,911 3,159,085 The following share capital the following transactions were undertaken: For the year ending 31 October 2013: * During the year a total of 9,375,000 ordinary shares of 0.5p each were issued at 8p pursuant to the Placing on the AIM market, a total of £750,000 being raised with costs associated with the issue at £50,501. * In addition Employees exercised, at various time during the year, a total of 700,000 options at 2.75p a share and 250,000 warrants at 1.5p a share over ordinary shares of 0.5p each. The total raised as a result of these exercises was £23,000. .For the year ending 31 October 2014: * On 4 November 2013 one employee exercised 500,000 options at 2.75p a share over ordinary shares of 0.5p each with a total of £13,750 raised as a result of this exercise. * On 9 April 2014 an institution exercised their right to convert 1,800,000 1.5p warrants in ordinary shares of 0.5p each, bought from Michael Infante, and the Directors collectively exercised a further 3,450,000 1.5 p warrants in ordinary shares of 0.5p each. A total of 5,250,000 ordinary shares of 0.5p each were issued raising £78,750. Consolidated Statement of Financial Position at 31 October 2014 At At 31 October 31 October 2014 2013 £ £ Assets Non-current assets Intangible assets 3,214,744 1,808,535 Property, plant and equipment 11,312 26,439 3,226,056 1,834,974 Current assets Trade and other receivables 517,255 481,453 Cash and cash equivalents 1,219,466 1,688,093 Total current assets 1,736,721 2,169,546 Total assets 4,962,777 4,004,520 Liabilities Current liabilities Trade and other payables 1,803,692 1,468,312 Total liabilities 1,803,692 1,468,312 Equity Called up share capital 353,518 324,768 Share redemption reserve 239,546 239,546 Share premium account 1,452,895 1,389,145 Share based payment reserve 21,215 26,192 Retained earnings 1,091,911 556,557 Total equity 3,159,085 2,536,208 Total equity and liabilities 4,962,777 4,004,520 Consolidated Cash Flow Statement For the year ended at 31 October 2014 Year ended Year ended 31 October 31 October 2014 2013 Group Group £ £ Cash flows from operating activities Operating profit before tax 642,273 329,889 Amortisation 170,254 118,959 Depreciation 19,917 27,389 Share based payments 10,615 13,776 Finance income (4,650) (2,800) (Increase) in receivables (35,802) (75,691) Increase/(decrease) in payables 416,742 819,873 Corporation tax paid (103,275) (75,694) Net cash inflow from operating activities 1,116,074 1,155,701 Cash flows from investing activities Investment in intellectual property rights (1,576,463) (485,354) Investment in property, plant and equipment (4,790) (6,073) Finance income 4,650 2,800 Net cash used in investing activities (1,576,603) (488,627) Cash flows from financing activities Proceeds from the issue of new shares 92,500 773,000 Share issue costs - (50,501) Dividends paid (100,598) (70,135) Net cash inflow(outflow) from financing (8,098) 652,364 activities Net change in cash and cash equivalents (468,627) 1,319,438 Cash at the beginning of the year 1,688,093 368,655 Cash at the end of the year 1,219,466 1,688,093 Notes to the Preliminary Results Basis of preparation The Company is a limited company incorporated and domiciled in England under the Companies Act 2006. The board has adopted and complied with International Financial Reporting Standards (IFRS's) as adopted by the European Union. The Company's shares are listed on the AIM Market (a share trading platform of the London Stock exchange). Taxation Year ended Year ended 31 October 31 October 2014 2013 £ £ Analysis of the charge for the year Adjustments to tax charge in respect (2,501) (15,543) of prior years UK corporation tax charge 24,414 106,523 UK corporation tax 21,913 90,980 The standard rate of tax for the year, based on the UK standard rate of corporation tax is 21% (2013: 23%). The actual tax charge for the periods is different than the standard rate for the reasons set out in the following reconciliation: Reconciliation of current tax charge Year ended Year ended 31 October 31 October 2014 2013 £ £ Profit on ordinary activities before 642,273 329,889 tax Tax on profit on ordinary activities 140,210 77,326 at 21.83% (2013: 23.44%) Effects of: Non-deductible expenses 9,494 45,191 Marginal relief - (4,227) Adjustments to tax charge in respect (2,501) (15,543) of previous periods Depreciation in excess of capital 4,056 5,734 allowances Share scheme deduction (129,327) - Other differences (19) (17,501) Current tax charge 21,913 90,980 Earnings per share * The weighted average number of shares in issue for both the basic earnings per share calculations is 68,421,508 (2013: 59,999,725) and for both the diluted earnings per share assuming the exercise of all warrants and share options is 74,587,534 (2013: 69,244,109). * The calculation of adjusted earnings per share, on profit after tax from continuing activities, is based on the profit for the period of £620,360 (2013: £329,889, after adding back Other expenses - AIM float and associated costs of £196,559 and adjusting for a tax charge of £104,683 to reflect the underlying profit with a profit after tax of £421,765 resulting). Based on the weighted average number of shares in issue during the year of 68,421,508 (2013: 59,999,725) the basic earnings per share is 0.91p (2013: 0.70p). The diluted earnings per share is based on 74,587,534 shares (2013: 69,244,109) and is 0.83p (2013: 0.61p). * The calculation of the basic earnings per share is based on the profit for the period of £620,630 (2013: £238,909) divided by the weighted average number of shares in issue of 68,421,508 (2013: 59,999,725), the basic earnings per share is 0.91p (2013: 0.40p). The diluted earnings per share, assuming the exercise of all warrants and options is based on 74,587,534 (2013: 69,244,109) shares and is 0.83p (2013: 0.35p). EBITDA Profit from continuing activities before interest, tax, depreciation and amortisation for the twelve months ended 31 October 2014 was £827,794 (2013: £ 669,996). Directors' responsibilities The Annual Report, including the financial information contained therein, is the responsibility of, and was approved by the directors on 6 March 2015. Availability of Report and Accounts and Notice of the Annual General Meeting Copies of the Company's Report and Accounts together with the Notice of the Annual General Meeting, to be held at 2.30 p.m. on Wednesday 16 April 2015 will be posted to shareholders on or by Monday 23 March 2015.Copies of the Company's Report and Accounts will also be available at the registered office of the Company and can be viewed on the company's website, www.onemediaip.com 623 East Props Building Pinewood Studios Pinewood Road Iver Heath Buckinghamshire SL0 0NH
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