TIDMTAL
RNS Number : 3151A
Ten Alps PLC
28 September 2015
28 September 2015
Ten Alps plc
Audited Preliminary Results
Ten Alps ("Ten Alps", or the "Group"), the multimedia producer
of TV programming together with publishing and communications
content, today announces its final results for financial year ended
30 June 2015 and provides an update on the Group's current
trading.
Financial performance
(Note that the results for 30 June 2014 are for a 15 month
period)
-- Group revenues of GBP20.47m (2014: GBP29.45m)
-- Adjusted EBITDA loss of GBP(0.59)m (2014: GBP(1.13)m)
-- Loss before tax GBP1.32m (2014: GBP2.56m)
-- Diluted loss per share from continuing activities (0.48)p (2014: (1.01)p)
-- Total assets GBP14.47m (2014: GBP15.35m)
-- Gross Debt at GBP9.01m (2014: GBP8.45m)
-- Cash at GBP1.91m (2014: GBP2.58m)
-- Net Debt at GBP7.1m (2014: GBP5.87m)
Highlights
-- Second half growth across all three divisions - Television,
Publishing and Communication and all profitable at an operational
level
-- Following the July 2015 refinancing, gross debt reduced to GBP2m (2014: GBP8.45m)
-- Strengthened Board of Directors, with the additions of Luke
Johnson and Jonathan Goodwin as non-executive directors
-- Current TV order book at 42% of revenues, cross-Group at 40% as at the end of Q1
Post year-end activity & Outlook
Full-year revenue at GBP20.47m (2014: GBP29.45m) and EBITDA loss
of GBP(0.59)m (2014: GBP(1.13)m) were in line with our expectations
and reflect a turn-around in performance, with all of the Group's
divisions operating profitably in the second half. Comparative
figures shown in respect of the 2014 period are for the fifteen
months ended 30 June 2014.
In July 2015, post year end, the Group completed a major
refinancing, raised GBP4.5m in new equity and acquired Reef TV, a
programme production business. It also took the opportunity to
restructure its balance sheet, which involved the conversion of
approximately GBP7m of debt to equity and preference shares which
resulted in debt being reduced to GBP2m (2014: GBP8.48m).
Trading since the start of the new financial year has been
encouraging in all sectors of the Group and we have secured around
40% of the current year's target revenue. As such we are well
placed to achieve our current objectives, while positioning the
Group for long-term growth as a TV, digital content and publishing
business.
Chief Executive Mark Wood commented:
"We have successfully refocussed the Ten Alps' business and
brought it back to profitability on an operational level.
"We have created a television production business of scale,
transformed previously under-performing publishing assets and
positioned our communications business for growth in both corporate
communications and content marketing. Overall, the business is now
improving.
"The post-acquisition integration of Reef has gone smoothly and
it is now co-located with Ten Alps' own operations in its new
single London office. Reef is currently performing to plan and
Senior Reef executives are now a key part of the Group's senior
management team.
"Trading since the start of the new financial year has been
encouraging and all business units are forecast to operate
profitably throughout the current financial year. We are now seeing
great momentum behind the Group and have secured 40% of our target
full-year revenues before the end of the first quarter.
"We will continue to pursue growth, both organically and through
acquisition, to achieve scale as one of the UK's leading content
creation and story-telling businesses."
For further information please contact:
Ten Alps plc +44 (0) 20 7878 2311
Mark Wood, CEO
Nitil Patel, CFO
c/o Emer Donohoe
www.tenalps.com
N+1 Singer (NOMAD to Ten Alps plc) +44 (0) 20 7496 3000
Shaun Dobson / Lauren Kettle
FTI Consulting (Financial PR) +44 (0) 20 3727 1000
Charles Palmer / Rob Mindell
Chairman's Statement
The Group has reduced losses, increased its revenue potential
via the acquisition and organic investment in TV, moved to a single
London location and revamped the Board.
The Board is pleased to report the successful completion of a
major restructuring and refinancing. As outlined above we have been
able to convert approximately GBP7m of debt into equity and
preference shares, raise GBP4.5m in new funds and complete the
acquisition of Reef Television Limited ("Reef TV"), which has
helped scale and improve the commerciality of our television
operation.
The Board is appreciative of our major shareholders and
debt-holders for facilitating the restructuring and to the new
investors who have shown confidence in the planned trajectory of
the business.
On July 2014 we appointed Mark Wood as a non-executive Director
and in December 2014 he became Chief Executive Officer. He brings a
wealth of experience in television, publishing and digital content.
We are delighted to welcome Luke Johnson and Jonathan Goodwin who
joined as new non-executive Board members in July 2015, both of
whom participated in the recent fund raise. They each have stellar
reputations in the UK business community and bring not only a
wealth of experience but a commitment to helping map a strategy for
faster growth for the Ten Alps business. Furthermore, we are
grateful to Bob Geldof, Tim Hoare and Brian Walden, who all stepped
down from the Board during the year, for their continued support of
Ten Alps and we wish them well for the future.
Ten Alps is looking and acting like a new business. The CEO and
management team have not only returned the business to
profitability at an operational level but focussed it for growth in
sectors of the media markets which look set for continued
expansion. There is a palpable energy across the Group and a
confidence that we will create value for investors in the periods
ahead.
Finally, the Board would once again like to thank all our
employees for their professional and dedicated work across the
Group.
PERFORMANCE
Chief Executive Officer's Report
We achieved a significant transformation of the Ten Alps'
business over the 12 months under review. We also completed a
restructuring and refinancing, in July 2015. This has reinvigorated
the business, reduced our debt levels significantly and, thanks to
new investment, enabled us to scale up our media business by the
acquisition of Reef TV. Ten Alps is now one of the largest
independent television production businesses in the UK.
We set out clear targets to return the business to profitability
across all units. Although we reported a loss of GBP1.32m for the
full year in 2015, the business was going through a period of
change which put it into positive territory in the second half. Our
current pace of trading gives us a degree of assurance for the 2016
financial year.
Action has been taken to reorganise underperforming units,
reduce operating costs and forge a new management culture. Overall
we are making steady progress in our aim of improving operating
margins across the businesses.
Ten Alps operates in markets where there are strong growth
trends and it is our ambition to achieve consistent growth both
organically and through targeted acquisitions.
The Group has become a magnet for commercial and creative
talent. Significant new recruits include Greg Sanderson, joining
from a senior BBC role as managing director of Brook Lapping, and
Annette Clowes, former managing director of Loot, who has taken
over our Macclesfield-based publishing operations and home
improvement portfolio.
Our television business, which now includes Reef TV, is securing
new commissions at a faster rate and we are focussed on growing our
international presence in the sector. The publishing business has
been refocussed around a series of simplified verticals where we
are creating new revenue streams from digital distribution and
events. The communication unit is expanding its core business in
production of digital educational content and is starting to build
new business in content marketing and corporate communications.
The integration of previously disparate business units at a
single London location has created a new dynamism and is
facilitating a mix of TV and digital expertise which we believe few
media businesses can match.
Television - delivering engaging, intelligent and entertaining
content
The TV Division (Blakeway, Brook Lapping, Films of Record)
improved profits over the prior year and has been enhanced by the
acquisition of Reef TV, which brings in expertise in daytime
programming and higher-margin long-running series. Recent new
commissions have also enabled Reef TV to diversify genres and
broadcast customers and develop new formatted returnable series. In
July 2015 we have made a direct investment into Chrysalis Vision, a
drama start-up pitching for long-running series, increasing our
overall investment over an 18 month period. Ten Alps has an option
to acquire a majority holding if the business is a success.
We have, we believe, created a solid platform for sustained
growth and are also laying the groundwork for new revenue
generation opportunities. There is now a drive to pitch for
larger-budget, repeatable series across serious factual and factual
entertainment programming. Another objective will be to increase
non-UK revenues through co-production partnerships, to target
growth in royalty revenues through sale of current and past
catalogues on a more ambitious scale and a drive to sell series and
formats into other major markets, including the US.
The division has performed well with revenues of GBP10.01m
(2014: 15mth period GBP10.73m) and segment EBITDA of GBP0.43m
(2014: 15 mth period GBP0.32m) before allocation of plc costs.
(MORE TO FOLLOW) Dow Jones Newswires
September 28, 2015 02:01 ET (06:01 GMT)
Publishing - B2B and consumer content which informs and helps
decision-making
In publishing, we have moved well beyond the heavily print-based
model of the past and are growing a diversified revenue base from
new websites and from events such conferences, awards and seminars.
We recently launched the Director of Finance Awards, aimed at
recognising the most innovative, vigorous and dynamic teams and
individuals from the financial management profession. The inaugural
event was held on 9 July 2015 to positive feedback.
As the division continues to focuses on higher margin owned
assets and exiting third party low margin contracts the revenue has
declined to GBP8.44m (2014: 15mth period GBP15.87m). Segment EBITDA
was a loss of GBP(0.51m) down from 2014 loss of GBP(0.73m) before
allocation of plc costs.
Communication - creating content that counts
We see significant potential in the development of content
marketing and corporate 'story-telling' markets in the UK and the
aim is to make the Group a bigger player in this fast-growing
industry. We are now producing branded programming and short-form
corporate video and are engaged with a number of organisations on
long-term communications planning.
During the year we relocated our London television, publishing
and communication businesses to new premises. The relocation also
provided an opportunity to integrate the Reef TV business, a move
which is already producing cost efficiencies and enables us to
capture synergies across the business; most importantly in sharing
digital and social media expertise.
The division reported revenues of GBP1.84m (2014: 15mth period
GBP2.42m) with segment EBITDA of GBP0.13m (2014: 15mth period
GBP0.15m) before allocation of plc costs.
Highlights of the year:
Television
Ten Alps produces television programming under the Blakeway,
Brook Lapping and Films of Record and now Reef TV brands:
-- Benidorm ER: fourth season of popular factual series produced for Channel 5
-- Shakespeare Uncovered/My Shakespeare: second season produced for Sky Arts and PBS
-- Great Ormond Street: a third season of the acclaimed series delivered to BBC2
-- Hockney: first full-length documentary film, launched with a
Q&A with David Hockney beamed live by satellite to over 230
cinemas across the UK, which was in competition in the London Film
Festival
-- Hunted, the War against Gays in Russia: produced for Channel
4's Dispatches, wins Best Documentary on Current Affairs at the
prestigious Grierson awards. Screened in the US by HBO and
nominated for an Emmy for News and Documentary
-- Hiroshima: The Aftermath: marking the 70th anniversary of the
dropping of the bomb, a major co-production involving NHK Japan,
Arte France, Channel 5 and BBC Worldwide
-- Panorama: Ebola Frontline: nominated for Current Affairs
BAFTA and wins Popular Features Award in the One World Media Awards
2015
-- Churchill: A Nation's Farewell: presented by Jeremy Paxman on
BBC1 to mark the 50th anniversary of Churchill's funeral
-- The Iraq War: Regime Change: wins Best Historical Documentary the Griersons 2014
-- Panorama: After Paris: The Battle for British Islam:
presented by reporter John Ware and delivered immediately after the
Paris attacks
-- Reef TV: following the acquisition, our portfolio now
includes long-running daytime series such as 'French Collection'
and 'Dealers - Put Your Money Where Your Mouth Is' to music special
'La Traviata'
Publishing
-- Secured new 5-year contract to produce planning guidelines
for local authorities across UK and sell trader advertising.
Transitioning from print products to e-books and building 'Home
& Build' website, as nationwide directory of trusted (and
council endorsed) trades people.
-- Farming division launches new conferences in dairy farming and animal husbandry
-- Director of Finance awards and Community Practitioner awards launched sell out first events
-- Redeveloped our digital offering making all titles available
through desktop, mobile and tablet, predominantly via own apps in
the android and Apple stores. Websites are also being developed to
help readers cut through the volume of information available to
them
-- Our consumer division won a bid to sell advertising for the
BA staff publications, pitching against many rival publishing
houses
Communication
-- Transport for London
Following a 12 month competitive tender process, we renewed an
existing contract to create and manage a comprehensive,
London-centric, digital road safety educational campaign for
pre-school children. The new contract worth over GBP1 million per
annum, which represents an increase of approximately 30 per cent.
of the value of the previous contract, commenced on 1 April 2015
for a minimum of 3.5 years, with a potential to extend it for a
further 3 years at the end of the initial term.
-- BTG
Created short form video for this international pharmaceutical
company covering internal communications about corporate values
-- Nationwide Building Society
Developed the 'Big Money Movie Pitch' competition for students
aged 11 to 14 across UK, bringing financial capability to life by
creating a film. The winning entry was made into a short film by
industry professionals and premiered at Vue Westfield London
-- Stabilo
We have developed the EASYstart Writing Box for leading pen
manufacturer Stablio to support the fundamental understanding of
how to write letters in a way that inspires curiosity and is based
on the scientific development of fine motor skills
-- Cartoon Network
We have developed a suite of resources to support the launch of
Cartoon Network's imagination studios awards, a competition for 6
to 11 year olds where they create a character, storyboard or
animation inspired by the theme of 'friendship'
Our strategy is to create and produce a high quality
business.
Ten Alps has three business divisions; Television, Publishing
and Communication.
TV programme production is under four brands: Blakeway, Brook
Lapping and Films of Record produce current affairs programming and
documentaries for broadcasters worldwide. In the UK, Ten Alps
companies regularly produce Panorama and Dispatches broadcasts for
BBC and Chanel 4. Reef TV is especially strong in daytime TV,
producing a number of long-running popular factual series, most of
which are recommissioned year after year. The acquisition of Reef
TV has helped to create an indie television business with suitable
scale.
The Publishing division has been restructured around a series of
high-value B2B audiences, including finance, SME management,
pharmaceuticals, farming, trade, logistics and home improvement,
and is growing revenues from digital delivery and events. In a
series of recent divisional changes, the Group has redesigned and
relaunched core print titles, developed websites and made provision
for the delivery of its content to mobile devices, in addition to
building event revenues with awards and specialised conferences.
The aim is to increase the size and value of the specialist
audiences targeted in each of these areas and to build steadily on
these high-value databases.
Ten Alps Communicate manages a digital, cross-platform education
programme for Transport for London (The Children's Traffic Club)
and educational websites for Siemens, BMW, Nationwide, AstraZeneca
and other major organisations. The aim is to make the Group a
bigger player in the fast-growing corporate and commercial market
for high-quality digital content. It intends to expand into content
marketing, brand building and corporate communications, targeting
large-scale international organisations seeking high-quality
content and editorial production.
The Board aims to focus the Group on growing revenues primarily
in the expanding, high-margin television and digital content
markets. As well as bringing in the commercial and creative talent
needed to drive organic growth, the Group will continue to review
further opportunities for growth through strategic acquisitions,
where it sees relevant opportunities at acceptable valuations.
The overall improvements reflect systematic implementation of a
strategy to focus the Group on growth as a high-quality content
producer and to diversify revenue streams.
Chief Financial Officer's Report
Financial Review
We are confident the Group is now moving in the right direction.
The extensive divisional consolidation programme over the last few
years has been completed and the results are starting to show
stability and future growth potential. We believe we have stable
foundations to build upon and see an encouraging new business
pipeline.
Revenue from continuing operations for the 12 month period was
GBP20.47m (2014:15 month period GBP29.45m) and gross profit was
GBP6.79m (2014: GBP9.42m). As expected the main variance in
revenues was in the Group's publishing, which saw a decrease of
32.9% or GBP4.13m year on year, as the unit continued to streamline
its portfolio and exit non-profitable, low margin contracts. TV
increased it revenues year on year from GBP8.7m to GBP10.01m being
15.1% and Communicate had a small decrease of 3.7% to GBP1.84m
compared to GBP1.91m.
Gross margin increased from 32% to 33.2% in the year, with
operating expenses representing 36% of revenues (2014: 35.8%). This
is a consequence of significant restructuring undertaken by the
Group over the last three years and the aim is for this figure to
drop below 30% by 2015/16. The charge for reorganisation and
restructuring was GBP0.12m (2014: GBP0.33m).
Adjusted EBITDA equated to a loss of GBP0.59m (2014: GBP1.13m).
Operating loss decreased to GBP0.82m (2014: GBP1.99m) after an
amortisation charge of GBP0.04m (2014: GBP0.35m). The loss was
mainly attributable to one of the four units within publishing,
which has since been scaled back and refocused. All other parts of
the businesses were operating profitably before allocation of
central overheads of publishing and plc costs.
(MORE TO FOLLOW) Dow Jones Newswires
September 28, 2015 02:01 ET (06:01 GMT)
As the Group made overall losses for the year to 30 June 2015
there was no corporation tax charge in the year. As the Group made
overall losses for the year to 30 June 2015 there was no
corporation tax charge in the year. The Group reflected no movement
in the deferred tax asset for the year (2014: GBP(0.25)m). The
asset carried on the balance sheet is GBP0.49m (2014:
GBP0.49m).
For the fifteen month period ended 30 June 2014 discontinued
operations relate to the Fareham Communicate held within publishing
which was considered a non-core business unit and was disposed of
in May 2013. The results for the year include a gain on
discontinued operations of GBPNil (2014: profit of GBP0.24m).
Earnings per share
Basic and diluted loss per share from continuing operations in
the year was (0.48)p (2014: (1.01)p) and was calculated on the
losses for the year attributable to Ten Alps shareholders of
GBP1.32m (2014: loss GBP2.8m) divided by the weighted average
number of shares in issue during the year being 276,666,012 (2014:
276,666,012).
Statement of Financial Position
Assets
The Group's non-current assets comprise of goodwill of GBP6.9m
(2014: GBP6.95m), reflecting no impairment for the year ended 30
June 2015 (2014: GBPNil), property, plant and equipment of GBP0.16m
(2014: GBP0.19m) and deferred tax asset of GBP0.49m (2014:
GBP0.49m).
Inventories and trade receivables have decreased by GBP0.48m to
GBP3.06m (2014: GBP3.54m) reflecting the impact of the disposals in
the previous year and reduction in publishing revenues. Other
receivables have increased to GBP1.94m (2014: GBP1.6m) reflecting
an increase in accrued income in the year.
The Group had a cash balance of GBP1.91m as at 30 June 2015
(2014: GBP2.58m). The balance is lower than last year, reflecting
the unfavourable movement in net working capital in the year of
GBP0.88m (2014: GBP1.87m) and reduced net financing activities of
GBP0.25m (2014: GBP1.25m)
Total assets for the Group were GBP14.46m (2014: GBP15.35m).
Equity and Liabilities
Retained losses as at 30 June 2015 were GBP24.18m (2014: losses:
GBP22.85m) and total shareholders' equity at that date was a
liability of GBP2.72m (2014: liabilities of GBP1.4m).
During the year, the Group announced that it received unsecured
loan notes of GBP0.3m for business development and general working
capital requirements and were due within one year. As the long term
debt was reclassified as current the debt increased to GBP9.01m
(2014: GBPNil). The Group had an outstanding long term debt debt of
GBPNil (2014: GBP8.45m) as at 30 June 2015.
Prior to the debt conversion, completed in July 2015 (further
detail of which is discussed below at Post Balance Sheet Events),
the Company's borrowings were split into three categories: an
unsecured debt facility of GBP4.4m (2014: GBP4.37m), secured loan
notes of GBP2.62m (2014: GBP2.32m) and unsecured loan notes of
GBP1.99m (2014: GBP1.76m). The debt facility was due in February
2016 and the loan notes in March 2016 with no mandatory repayments
on either of these amounts until the final repayment dates. Net
debt as at 30 June 2015 was GBP7.1m (2014: GBP5.87m).
Current liabilities consisting of trade and other creditors have
decreased by GBP0.13m to GBP8.17m (2014: GBP8.3m). Deferred income
of GBP1.3m (2014: GBP2.04m) has decreased due to reduced revenue in
certain units.
Cash flows
The Group used cash of GBP0.88m in the year (2014: 15 month
period GBP1.87m) in its operations. The net movement in the year
was a decrease in cash of GBP0.67m (2014: increase of GBP0.56m)
after financing activity cash inflow of GBP0.25m (2014:
GBP1.25m).
Post Balance Sheet Events (PBSE)
On 17 June 2015, the Group announced that it had agreed to
acquire Reef TV, an award-winning producer of innovative content
for multiple broadcasters, for a total consideration of
approximately GBP5 million (comprising GBP2 million initial
consideration and deferred consideration of approximately GBP3
million plus an additional amount of earn-out consideration) (the
"Acquisition").
The Group raised GBP4.5 million (before expenses) by way of a
placing and subscription of 225,000,000 of new ordinary shares to
fund the initial consideration due in respect of the Acquisition
and for working capital purposes generally. The Acquisition
constituted a reverse takeover of the Group for the purposes of the
AIM Rules for Companies and therefore required shareholder approval
at the General Meeting.
The Group also carried out a debt conversion which resulted in a
reduction of the Group's total debt obligations to GBP2 million
(2014: GBP8.76m) and a reduction in certain short-term debt
obligation to GBPNil (2014: GBP0.25m).
The Group has received shareholder approval for a share capital
reorganisation which is subject to Court Approval. This would lead
to GBP5.12m in share capital and GBP15.23m of share premium being
transferred to retained earnings.
Please see below for an unaudited proforma of the balance sheet
of the Group as at 30 June 2015 reflecting the PBSE transaction
having completed at year end.
Ten Alps plc consolidated unaudited pro-forma balance sheet as
at 30 June 2015 reflecting PBSE transactions
Audited Unaudited Unaudited Audited
------------------------------ --------- ---------- ---------- ---------
30 June Proforma 30 June 30 June
2015 adj 2015 2014
GBP
GBP '000 GBP '000 GBP '000 '000
------------------------------ --------- ---------- ---------- ---------
Assets
Non-current
Goodwill and intangibles 6,898 2,245 9,143 6,953
Other intangible assets - 2,950 2,950 -
Property, plant and
equipment 155 34 189 186
Deferred tax 493 (592) (99) 493
7,546 4,637 12,183 7,632
------------------------------ --------- ---------- ---------- ---------
Current assets
Inventories 780 - 780 989
Trade receivables 2,282 214 2,496 2,552
Other receivables 1,941 42 1,983 1,596
Cash and cash equivalents 1,914 3,098 5,012 2,578
6,917 3,354 10,271 7,715
------------------------------ --------- ---------- ---------- ---------
Total Assets 14,463 7,991 22,454 15,347
------------------------------ --------- ---------- ---------- ---------
Equity and liabilities
Shareholders' equity
Called up share capital 5,534 (5,115) 419 5,534
Share premium account (15,228)
* 15,228 * - 15,228
Merger reserve 696 - 696 696
Preference Shares - 2,909 2,909 -
Retained earnings 28,782
* (24,178) * 4,604 (22,854)
------------------------------ --------- ---------- ---------- ---------
Total Shareholders'
Equity (2,720) 11,348 8,628 (1,396)
Liabilities
Non-current
Borrowings - 2,000 2,000 8,447
Other non-current
liabilities - 3,000 3,000 -
- 5,000 5,000 8,447
------------------------------ --------- ---------- ---------- ---------
Current liabilities
Trade payables 2,733 (300) 2,433 3,013
Other payables 5,440 953 6,393 5,283
Borrowings - current 9,010 (9,010) - -
17,183 (8,357) 8,826 8,296
------------------------------ --------- ---------- ---------- ---------
Total equity and liabilities 14,463 7,991 22,454 15,347
------------------------------ --------- ---------- ---------- ---------
-- Awaiting Court Approval
Peter Bertram Mark Wood Nitil Patel
Consolidated income statement
15 months
Year to to
30 June 30 June
2015 2014
Note GBP'000 GBP'000
------------------------------------ ----- --------- ----------
Continuing operations
Revenue 20,467 29,454
Cost of sales (13,679) (20,030)
------------------------------------ ----- --------- ----------
Gross Profit 6,788 9,424
Operating expenses (7,373) (10,549)
Adjusted EBITDA (585) (1,125)
Reorganisation and restructuring
costs (120) (330)
Depreciation (71) (179)
Amortisation and impairment
of intangible assets (43) (352)
Operating loss (819) (1,986)
Finance costs (505) (570)
------------------------------------ ----- --------- ----------
Loss before tax (1,324) (2,556)
(MORE TO FOLLOW) Dow Jones Newswires
September 28, 2015 02:01 ET (06:01 GMT)
Taxation - (247)
Loss for the year (1,324) (2,803)
Discontinued operations
Profit for the year from
discontinued operations 3 - 243
Loss for the year (1,324) (2,560)
------------------------------------ ----- --------- ----------
Continuing operations attributable
to:
Equity holders (1,324) (2,803)
Discontinued operations
attributable to:
Equity holders - 243
Retained loss for the year/period (1,324) (2,560)
------------------------------------ ----- --------- ----------
Basic earnings per share
From continuing operations 4 (0.48)p (1.01)p
From discontinued operations Nilp 0.09p
Total (0.48)p (0.92)p
Diluted earnings per share 4
From continuing operations (0.48)p (1.01)p
From discontinued operations Nilp 0.09p
Total (0.48)p (0.92)p
The accompanying principal accounting policies and notes from
part of these consolidated financial statements.
Consolidated statement of comprehensive income
15 months
Year to to
30 June 30 June
2015 2014
GBP'000 GBP'000
---------------------------- -------- ----------
Loss for the year (1,324) (2,560)
Other comprehensive income
Total comprehensive income
for the year (1,324) (2,560)
----------------------------- -------- ----------
Attributable to:
Equity holders (1,324) (2,560)
(1,324) (2,560)
---------------------------- -------- ----------
Consolidated statement of financial position
As at As at
30 June 30 June
2015 2014
Note GBP '000 GBP '000
------------------------------- ----- --------- ---------
Assets
Non-current
Goodwill and intangibles 5 6,898 6,953
Property, plant and equipment 155 186
Deferred tax 493 493
7,546 7,632
------------------------------- ----- --------- ---------
Current assets
Inventories 780 989
Trade receivables 2,282 2,552
Other receivables 1,941 1,596
Cash and cash equivalents 1,914 2,578
6,917 7,715
------------------------------- ----- --------- ---------
Total assets 14,463 15,347
------------------------------- ----- --------- ---------
Equity and liabilities
Shareholders' equity
Called up share capital 7 5,534 5,534
Share premium account 15,228 15,228
Merger reserve 696 696
Retained earnings (24,178) (22,854)
------------------------------- ----- --------- ---------
Total shareholders' equity (2,720) (1,396)
Total equity (2,720) (1,396)
Liabilities
Non-current
Borrowings - 8,447
- 8,447
------------------------------- ----- --------- ---------
Current liabilities
Trade payables 2,733 3,013
Other payables 5,440 5,283
Borrowings - current 9,010 -
------------------------------- ----- --------- ---------
17,183 8,296
Total equity and liabilities 14,463 15,347
------------------------------- ----- --------- ---------
The consolidated financial statements were approved by the Board
on 25 September 2015 and are signed on its behalf by M Wood
Consolidated statement of cash flows
15mth Period
Year ended ended
30 June 30 June
2015 2014
GBP'000 GBP'000
-------------------------------------- ----------- -------------
Cash flows from operating activities
Loss for the year (1,324) (2,560)
Adjustments for:
Income tax expense - 247
Depreciation 71 179
Amortisation and impairment
of intangibles 43 354
Finance costs 505 570
(Profit) on disposal of subsidiaries - (237)
Loss on sale of property, plant
and equipment - 4
--------------------------------------- ----------- -------------
(705) (1,443)
Decrease in inventories 209 709
(Increase)/Decrease in trade
and other receivables (71) 1,483
(Decrease) in trade and other
payables (314) (2,323)
--------------------------------------- ----------- -------------
Cash used in operations (881) (1,574)
Finance costs paid - (295)
Net cash flows used in operating
activities (881) (1,869)
--------------------------------------- ----------- -------------
Investing activities
Disposal of subsidiary undertakings,
net of cash and overdrafts
acquired - 163
Payment of contingent consideration - (100)
Purchase of property, plant
and equipment (40) (5)
Proceeds of sale of property,
plant and equipment - 3
Net cash flows used in investing
activities (40) 61
--------------------------------------- ----------- -------------
Financing activities
Borrowings paid (50) -
Borrowings received 300 1,250
Net cash flows from financing
activities 250 1,250
--------------------------------------- ----------- -------------
Net (decrease) in cash and
cash equivalents (671) (558)
Translation differences 7 6
Cash and cash equivalents at
1 July 2,578 3,130
--------------------------------------- ----------- -------------
Cash and cash equivalents at
30 June 2015 and 2014 1,914 2,578
--------------------------------------- ----------- -------------
Consolidated statement of changes in equity
Share Share Merger Retained
capital premium reserve earnings Total
GBP000 GBP000 GBP000 GBP000 GBP000
Balance at 1 April 2013 5,534 15,228 696 (20,294) 1,164
----------------------------- -------- -------- -------- --------- --------
Loss for the Year - - - (2,560) (2,560)
Other comprehensive
income
Translation differences - - - - -
----------------------------- -------- -------- -------- --------- --------
Total comprehensive
income - - - (2,560) (2,560)
Equity-settled share-based - - - - -
payments
Disposal of non-controlling - - - - -
interest
Shares issued - - - - -
Balance at 30 June 2014 5,534 15,228 696 (22,854) (1,396)
----------------------------- -------- -------- -------- --------- --------
Balance at 1 July 2014 5,534 15,228 696 (22,854) (1,396)
-------------------------------- ------ ------- ---- --------- --------
Loss for the year - - - (1,324) (1,324)
Foreign investment translation - - - - -
differences
-------------------------------- ------ ------- ---- --------- --------
Total comprehensive
income - - - (1,324) (1,324)
Equity-settled share-based - - - - -
payments
Dividends paid - - - - -
Shares issued - - - - -
Balance at 30 June 2015 5,534 15,228 696 (24,178) (2,720)
-------------------------------- ------ ------- ---- --------- --------
Notes to the consolidated financial statements
1) ACCOUNTING POLICIES
1.1) General Information
(MORE TO FOLLOW) Dow Jones Newswires
September 28, 2015 02:01 ET (06:01 GMT)
Ten Alps plc and its subsidiaries (the Group) is a multi-media
Group which produces high quality TV together with publishing and
communications content.
Ten Alps plc is the Group's ultimate parent and is a public
listed company incorporated in Scotland. The address of its
registered office is 7 Exchange Crescent, Conference Square,
Edinburgh EH3 8AN. Its shares are traded on the AIM Market of the
London Stock Exchange plc (LSE:TAL).
These consolidated financial statements have been approved for
issue by the Board of Directors on 25 September 2015.
1.2) Basis of Preparation
The financial information set out above does not constitute the
company's statutory accounts for the year ended 30 June 2015 or
period ended 30 June 2014 but is derived from those accounts.
Statutory accounts for 2014 have been delivered to the registrar of
companies, and those for 2015 will be delivered in due course. The
auditors have reported on those accounts; their reports were (i)
unqualified, (ii) did not include a reference to any matters to
which the auditors drew attention by way of emphasis without
qualifying their report and (iii) did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006.
The financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union (EU) and the Companies
Act 2006 applicable to companies reporting under IFRS. The
financial statements have been prepared primarily under the
historical cost convention.
Following the transition to IFRS, the Group's accounting
policies, have been applied consistently throughout the Group to
all the years and periods presented, unless otherwise stated.
1.2.1) Going Concern
Although the Group has incurred losses during the year, it has
completed and implemented significant funding activities, debt
refinancing and cost restructurings to mitigate this. The Group has
long term debt due in December 2017 on which the financial
covenants have been waived by the debt holders.
The Group's forecasts and projections, taking account of
reasonably possible changes in trading performance, show that the
Group should be able to operate within the level of its current
financing.
Management's strategy has been incorporated into scenario based
forecasts which highlight the Group's need to raise additional
finance and/or dispose of assets, however certain mitigating
actions could be taken to manage cash resources if required.
Although the Group continues to be successful in raising finance as
in the past, there is no assurance that it will be able to obtain
adequate finance in the future.
After making enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. The Group
therefore continues to adopt the going concern basis in preparing
its consolidated financial statements.
2) SEGMENTAL INFORMATION
Management currently identifies the Group's three service lines
as three operating segments TV, Publishing and Communicate and
further described in the accounting policy note. These operating
segments are monitored and strategic decisions are made on the
basis of adjusted segment operating results.
In addition, items included under 'Central and Plc' relate
mainly to Group activities based in the United Kingdom. Note that
the results for 30 June 2014 are for a 15 month period.
Central
TV Publishing Communicate and PLC Total
2015 2014 2015 2014 2015 2014 2015 2014 2015 2014
Continuing GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP
Operations '000 '000 '000 '000 '000 '000 '000 '000 '000 '000
-------- -------- -------- -------- ------ ------ --------- -------- --------- ---------
Revenue 10,013 10,733 8,443 15,874 1,843 2,423 168 424 20,467 29,454
----------------- -------- -------- -------- -------- ------ ------ --------- -------- --------- ---------
EBITDA 428 321 (506) (733) 127 152 (634) (865) (585) (1,125)
Restructuring
costs (15) - (71) (284) (9) (45) (25) - (120) (329)
Depreciation (17) (51) (44) (111) (10) (17) - - (71) (179)
Amortisation - - (43) 16 - (74) - (295) (43) (353)
Impairment
loss - - - - - - - - - -
--------------- -------- -------- ------ ------ --------- --------
Operating
profit/(loss) 396 270 (664) (1,112) 108 16 (659) (1,160) (819) (1,986)
----------------- -------- -------- -------- -------- ------ ------ --------- -------- --------- ---------
Segment
Assets 5,081 5,101 7,646 8,709 1,499 1,600 237 (63) 14,463 15,347
----------------- -------- -------- -------- -------- ------ ------ --------- -------- --------- ---------
Segment
Liabilities (2,386) (2,661) (2,979) (4,140) (446) (512) (11,372) (9,430) (17,183) (16,743)
----------------- -------- -------- -------- -------- ------ ------ --------- -------- --------- ---------
Other Segment
Items:
Expenditure
on intangible
assets - - - - - - - - - -
Expenditure
on tangible
assets 15 - 23 4 2 1 - - 40 5
----------------- -------- -------- -------- -------- ------ ------ --------- -------- --------- ---------
The internal reporting of the Group's performance does not
require that costs and/or Statement of Financial Position
information is gathered on the basis of the geographical
streams.
The Group's principal operations are in the United Kingdom. Its
revenue from external customers in the United Kingdom was GBP18.17m
(2014: GBP25.12m), and the total revenue from external customers in
other countries was GBP2.3m (2014: GBP4.33m).
3) DISCONTINUED OPERATIONS
During the period to 30 June 2014, the Fareham Agencies unit in
the Publishing and Communications division was disposed of.
Analysis of the result of the discontinued operations is as
follows:
2015 2014
GBP'000 GBP'000
--------------------------------------- --------- --------
Revenue - 333
Cost of sales - (250)
---------------------------------------- -------- --------
Gross Profit - 83
Operating expenses - (77)
Depreciation - (1)
Operating profit - 5
Profit before tax - 5
Pre-tax gain on disposal of
discontinued operations - 238
---------------------------------------- -------- --------
Profit for the year from discontinued
operations - 243
---------------------------------------- -------- --------
The net cash flows attributable to the discontinued operations
are as follows:
2015 2014
GBP'000 GBP'000
---------------------- --------- --------
Operating cash flows - 110
Total cash flows - 110
----------------------- -------- --------
4) EARNINGS PER SHARE
2015 2014
Weighted average number of shares
used in basic
earnings per share calculation 276,666,012 276,666,012
Dilutive effect of share options - -
------------------------------------------ ------------ ------------
Weighted average number of shares
used in diluted 276,666,012 276,666,012
earnings per share calculation
------------------------------------------ ------------ ------------
GBP'000 GBP'000
Loss for year attributable to
shareholders (1,324) (2,803)
Amortisation and impairment of
intangible assets adjusted for
deferred tax impact 18 327
Restructuring 120 329
Adjusted loss for year attributable
to equity holders of the parent (1,186) (2,147)
------------------------------------------ ------------ ------------
Profit for year/period from discontinued
operations attributable to shareholders - 243
------------------------------------------ ------------ ------------
Continuing operations:
Basic Loss per Share (0.48)p (1.01)p
Diluted Loss per Share (0.48)p (1.01)p
Adjusted Basic Loss per Share (0.43)p (0.78)p
Adjusted Diluted Loss per Share (0.43)p (0.78)p
Discontinued operations:
Basic Profit per Share Nil p 0.09 p
Diluted Profit per Share -Nilp 0.09 p
(MORE TO FOLLOW) Dow Jones Newswires
September 28, 2015 02:01 ET (06:01 GMT)
5) INTANGIBLE ASSETS
Goodwill Customer Magazine Customer Websites Total
Relationships titles Contracts
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- --------- -------------- --------- ---------- --------- ---------
Cost
At 1 April 2013 25,662 3,818 1,118 171 1,310 32,079
At 30 June 2014 25,662 3,818 1,118 171 1,310 32,079
------------------------- --------- -------------- --------- ---------- --------- ---------
Additions - - - - - -
At 30 June 2015 25,662 3,818 1,118 171 1,310 32,079
------------------------- --------- -------------- --------- ---------- --------- ---------
Amortisation
At 1 April 2013 (18,765) (3,728) (1,104) (171) (1,006) (24,774)
Charge for the
period - (90) (14) - (248) (352)
At 30 June 2014 (18,765) (3,818) (1,118) (171) (1,254) (25,126)
------------------------- --------- -------------- --------- ---------- --------- ---------
Charge for the
year - - - - (43) (43)
Disposals & retirements - - - - (12) (12)
At 30 June 2015 (18,765) (3,818) (1,118) (171) (1,309) (25,181)
------------------------- --------- -------------- --------- ---------- --------- ---------
Net Book Value
At 30 June 2015 6,897 - - - 1 6,898
------------------------- --------- -------------- --------- ---------- --------- ---------
At 30 June 2014 6,897 - - - 56 6,953
------------------------- --------- -------------- --------- ---------- --------- ---------
Goodwill
Goodwill arising on acquisitions after the date of transition to
IFRS is attributable to operational synergies and earnings
potential expected to be realised over the longer term.
Customer Relationships
Customer relationships relating to contract publishing
relationships are amortised over an 8 year which is representative
of the average length of the contract publishing relationships
acquired.
Magazine Titles
Magazine titles are magazines for which the intellectual
property is wholly owned by the company.
Websites
Development costs of revenue generating websites are capitalised
as intangible assets.
Impairment Tests for Goodwill
The carrying amount of goodwill by operating segment is:
2015 2014
GBP'000 GBP'000
------------- -------- --------
Publishing 4,399 4,399
TV 1,611 1,611
Communicate 887 887
Total 6,897 6,897
------------- -------- --------
Goodwill is not amortised but tested annually for impairment
with the recoverable amount being determined from value in use
calculations. The key assumptions for the value in use calculations
are those regarding the discount rate, growth rates and forecasts
in income and costs.
The Group assessed whether the carrying value of goodwill was
supported by the discounted cash flow forecasts of operating
segment based on financial forecasts approved by management
covering a seven-year period, taking in to account both past
performance and expectations for future market developments.
Management has used a seven year model predominately because the
earnout models used on acquisitions have been based on seven year
scenarios. Management estimates the discount rate using a pre-tax
rate that reflects current market assessments of the time value of
money and the risks specific to media businesses.
In assessing the divisions the Group reviewed the management
forecasts. The Group evaluated the impact of various strategic
investments made in the year via new executive producers and
management, creation and expansion of the events portfolio,
enhanced offering across various media platforms, increased in
house editorial and content creation and further cost control via
margin and third supplier contracts.
In regard to the 2017, management used a growth rate of 2.5% in
line or below the long term growth rate and was based on the
enhanced expectations of the forecasts of 2016 following the
implementations mentioned above. Management believe this rate does
not exceed the growth rate of the industry and the UK economy in
the long term. After the 2 year period, management reflected the
significant cost benefits and restructure incurred by the Group
over the last three years into the forecasts and concluded that no
further benefit or growth rate would be applied thereafter. The
management forecasts include restructurings which have been
completed prior to 30 June 2015.
In evaluating the recoverable amount, we employ the discounted
cash flow methodology, which is based on making assumptions and
judgements on forecasts, margins, discount rates and working
capital needs. These estimates will differ from actuals in the
future and could therefore lead to material changes to the
recoverable amounts. The key assumptions used for estimating cash
flow projections in the Group's impairment testing are those
relating to revenue growth and operating margin. The key
assumptions take account of the businesses' expectations for the
projection period. These expectations consider the macroeconomic
environment, industry and market conditions, the unit's historical
performance and any other circumstances particular to the unit,
such as business strategy and client mix.
As all the segments operate in a similar media landscape the
discount rate applied across to the segments for 2015 was 9.1%
(2015: 7.5%). The increase reflects the weighting of the debt and
equity valuation of the Group based on the unaudited proforma
balance sheet with the overall calculation and methodology
remaining unchanged from prior years. As the debt has decreased and
the equity value increased in the year, the discount rate has risen
to reflect the lower debt borrowing costs and higher cost of
equity. A sensitivity analysis of an increase in the discount rate
by 2% is shown below.
TV
A pre-tax discount rate of 9.1% (2014: 7.5%) has been used. The
main assumptions on which the forecast cash flows were based
include revenue growth and margin growth. All key assumptions used
by management within the cash flow forecasts are based on past
experience and sector experience.
Publishing
A pre-tax discount rate of 9.1% (2014: 7.5%) has been used. The
main assumptions on which the forecast cash flows were based
include revenue growth and margin growth. All key assumptions used
by management within the cash flow forecasts are based on past
experience and sector experience.
Communicate
A pre-tax discount rate of 9.1% (2014: 7.5%) has been used. The
main assumptions on which the forecast cash flows were based
include revenue growth and margin growth. All key assumptions used
by management within the cash flow forecasts are based on past
experience and sector experience.
Changes in these assumptions can have a significant effect on
the recoverable amount and therefore the value of the impairment
recognised.
Assumption Judgement Sensitivity
----------- --------------------------- ----------------------------------
Discount As indicated above An increase in the discount
Rate the rate used is 9.1% rate by 2% will result
in a decrease in the
overall goodwill carried
at the yearend by GBP0.25m.
A decrease in the discount
rate by 1% will result
in no impairment charge.
----------- --------------------------- ----------------------------------
Growth Strategic investment, If 0% growth rate was
Rate and restructuring and applied after 2016 and
Strategic growth of owned assets all benefits from the
plans assumed for 2016 strategic investment,
restructuring and reorganisation
A rate of 2.5% has were eliminated then
been used for the the Publishing unit
2017. would be impaired by
GBP2.1m. TV and Communicate
would not be impaired.
----------- --------------------------- ----------------------------------
Cashflows Cash collection is A 15% fall in cashflow
consistent with previous estimates would result
years with no significant in an overall impairment
bad debts being incurred of GBP0.63m in the year.
due to write offs
taken in the previous
years and provisions
for this year.
----------- --------------------------- ----------------------------------
6) BUSINESS COMBINATIONS
Acquisition after reporting period- Reef Television Limited
(MORE TO FOLLOW) Dow Jones Newswires
September 28, 2015 02:01 ET (06:01 GMT)
Zinc Media (LSE:ZIN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Zinc Media (LSE:ZIN)
Historical Stock Chart
From Apr 2023 to Apr 2024
