RNS Number:1713Y
Tinopolis PLC
12 June 2007
TINOPOLIS PLC
("TINOPOLIS" or the "COMPANY")
INTERIM RESULTS FOR THE SIX MONTHS TO 31st MARCH 2007
Financial Highlights:
- Turnover #31.6m, up 112% (2006: #14.9m)
- Profit before tax of #0.961m against the prior year loss of # (1.066) m
(#0.09m profit excluding restructuring charges)
- Earnings per share 0.7p (2006: (1.7)p)
- Net cash inflow from operating activities #0.8m
- Cash and cash equivalents at end of period is #13.5m
- Share buy-back of #1.9m (4,650,000 shares repurchased for treasury at
an average price of 39.9p)
Operational Highlights:
- Integration and restructuring on track
- Mentorn turnaround progressing well
- John Willis joins to lead Mentorn
- London operations relocated to new premises
Post period end:
- BBC Jam termination issues resolved
- Acquisition of Video Arts for #2.3m
Commenting on the results, Ron Jones, Executive Chairman said:
"This year has been about delivering the plan we presented to shareholders when
we acquired The Television Corporation. All parts of the business are
performing well.
Mentorn has re-established its reputation as one of the UK's leading production
companies and has won new contracts in the UK and the US to prove it. Its
financial recovery is well under way.
Despite the problems caused by the BBC's decision to terminate the BBC Jam e-
education project, Tinopolis Interactive is profitable and growing and
following our acquisition of Video Arts is in good shape to become a major
player in its field.
The rest of the business has shown good organic growth and profitability and
across the Company we have excellent revenue visibility. The targets we set as
staging posts in maximising shareholder value are now being achieved."
For further information, please contact:
Tinopolis Plc. 01554 880880
Ron Jones, Executive Chairman
Arwel Rees, Managing Director
Mantra PR
Nick Bishop 020 7907 7800
RESULTS STATEMENT
Introduction
The priorities for the Company this year have been to progress the turnaround of
the Mentorn business we acquired in January 2006 and to ensure that our other
business areas continue to develop successfully. Despite the difficulties
caused by the BBC's unilateral decision to terminate its Jam e-education project
these priorities have been met. Although the Jam termination will result in a
profit reduction in the second half of the year of #0.5m, the Company is now
well-placed to take advantage of the opportunities for growth and consolidation
available in the content production industry.
Review of Operations
Turnover increased by 112% compared with the same period last year to #31.6
million, reflecting a full 6 months contribution from the businesses acquired
last year. On a like for like comparison, adjusting for a full 6 month period
of trading in 2006 for these acquired businesses, organic growth was 22%.
Profit before tax was #0.96m compared with a loss of #(1.07) m in the prior
period that arose largely because of one-off restructuring costs of #1.15m
following the acquisition of TV Corp. Our profit before tax and restructuring
costs increased by 992% over the first 6 months of 2006.
During the period John Willis joined us as Chief Executive of Mentorn and the
Company's Creative Director. He is one of the best known figures in the
television industry, having been Director of Programmes at Channel 4, Managing
Director of LWT and United Productions, Vice President of National Programmes at
WGBH and most recently the BBC's Director of Factual and Learning. The effects
of his leadership are already being seen in the performance of Mentorn.
We continue to emphasise the need for strong revenue visibility with long-term
contracts or strong returning series, key components of sustainable
profitability in this industry. Across the Company we are performing well with
significant visibility into 2008 in drama, factual programmes and sport. Mentorn
has historically been short of returning series and we are seeing major
progress with long-term projects such as Question Time and Heart and Soul for
the BBC being won this year.
Late March saw a sudden decision by the BBC to terminate BBC Jam, their e-
education project for schools. There was no consultation and no notice and the
decision has caused widespread damage to the BBC's suppliers and to users of the
service. Inevitably there will be a financial as well as an operational impact
on the Company. We particularly regret that 13 of our staff had to be made
redundant as a result. Despite this we expect Tinopolis Interactive to be
profitable this year and to continue its steady progress. Revenue visibility
remains strong.
We have historically had one of the most diverse customer lists in the industry.
This has been further extended this year with new broadcaster customers in the
US and the large numbers of corporate customers of our newest acquisition,
Video Arts.
Our business has never been dependent on revenue streams arising from secondary
rights and building a portfolio of programmes with secondary rights value is
therefore potentially beneficial to the group going forward. Mentorn has been
leading our efforts and has already been successful in re-establishing some of
its brands in the US market.
Factual programming
Mentorn continues to be one of the UK's leading producers of factual
programming. Under its new Chief Executive, John Willis, it has won several
significant new contracts.
In March, the company beat 14 other independent producers to win a new
three-year contract to provide the BBC with its flagship political programme
Question Time, a deal worth in the region of #5.5 million over 3 years. The
following month, the company beat 36 others to win the contract to provide the
BBC's new Sunday Morning religious programme, to be called Heart and Soul, a
contract worth #1.2m in the first year. Both tenders included significant new
media elements provided by the teams at Mentorn and Tinopolis Interactive,
demonstrating the synergies available within the group. Mentorn also won from
Channel 4 another 10 programmes of its current affairs strand, The Insider, and
continued to provide various editions of Channel 4's Dispatches. In the USA, the
second series of Oil, Sweat and Rigs performed well for Discovery and led to a
new six part series, Wildcatters.
Folio won an order from the BBC for ten editions of its long-running Traffic
Cops brand and its other police-based series, Car Wars, won good ratings for the
network. Folio continued to grow its business for other networks - particularly
ITV - where the Half Ton Hospital series achieved high ratings in both peak time
and daytime slots.
In Wales, Wedi 3 and Wedi 7, S4C's live daily programmes continued and delivered
high audiences. The programmes led S4C's on-screen re-branding this year and
Wedi 3 was available on analogue for the first time and proved a great success.
For ITV Wales we produced two new series, Great Pubs of Wales and Truckers, as
well as a celebrity special.
Sport
Sunset + Vine won several significant contracts during the period. Our decision
to open Sunset + Vine Cymru in October 2006 paid dividends as we won the
contract to produce more than 50 hours of coverage of the 2007 Rugby World Cup
for S4C. The company has also been contracted by BBC Scotland to provide all of
its sports coverage, including Football, Bowls, Rugby and Shinty. We continued
to produce horse racing for the BBC, football and overnight sports for Five and
our cricket highlights for Five were nominated for a BAFTA and several Royal
Television Society sports awards. The BBC coverage of the Ashes tour was also
one of ours.
Advertiser Funded Programming (AFP) is an important revenue generator for Sunset
+ Vine, and during the period, the company won contracts to produce its Volvo
Ocean Race programme through to 2009 and a new Formula One Business series,
sponsored by Philips, for BBC World.
Sunset + Vine remains the UK's biggest producer in the fast growing television
programming area of gaming. Our most recent success was being commissioned to
produce the Grosvenor Poker UK Tour, a monthly series to be shown on Channel 4,
sponsored by Blue Square. Tinopolis Interactive and Sunset + Vine also produced
an innovative live web cast to accompany the television production of the final
of the European Poker Tour in Monte Carlo, again demonstrating the cross-company
skills we can use to provide a multiplatform offering to commissioners. While
the appeal of televised celebrity poker is waning, the professional poker tours
where Sunset + Vine is strong have been going from strength to strength.
POP1 has won a commission to produce two further years coverage of the World
Rally Championship for S4C. Le Rygbi, S4C's coverage of the French club rugby
season, has also been recommissioned.
Drama
The first two productions made by our new drama brand, Daybreak Pictures, were
aired earlier this year, winning high ratings and receiving huge press coverage.
The Trial of Tony Blair for Channel 4 and Confessions of a Diary Secretary for
ITV1 have reinforced our reputation for factually-based dramas and led to
further paid development for two series. We are currently in post-production on
our two-part fictional drama for Channel 4, Britz, which is directed and
produced by Peter Kosminsky - with whom we won three BAFTAs for The Government
Inspector.
Fiction Factory, our Welsh drama company, has another series of its S4C hit
series Caerdydd in production at the moment and another series, its fourth, in
pre-production. Their new crime drama, working title The Cocklefarmers, also has
its first two series in production.
Entertainment
Sunset+Vine has won its first major non-sports commission, with a two year deal
to produce a new prime time format provisionally called Taking the Floor, for
BBC ONE. The show, which is a live Eurovision dance contest involving
contestants from 16 countries, will air in September
In the USA the success of Mentorn's reality format for the BRAVO network, Work
Out, led to a commission for an extended second series of 9 shows, and has now
commissioned a third series. We also won a major commission from the FOX Reality
Channel and My Network to produce a new 16-part series of our hit reality format
Paradise Hotel, to air in early 2008. The series value is $6m with the potential
for further series. The previous series of Paradise Hotel has been sold, as a
licensed or format deal, to around 30 countries worldwide and we are confident
that the new series will also sell internationally. An American version of
Mentorn's successful Britain's Worst Driver is under consideration by 3 US
networks.
Work Out, Half Ton Hospital and the upcoming BBC format Make Me a Baby all
generated significant interest from buyers at MIPTV in April.
Tinopolis Interactive
Our new media business has been hit by the BBC's decision in late March, without
consultation, to terminate its entire Jam e-education project. The reasons given
centre around the BBC's concerns that it might be in breach of state-aid
regulations following prolonged lobbying by some large private-sector education
providers. The effect of the termination is that #2.1 million of revenue
anticipated in the period to the end of 2008, in respect of commissions awarded,
will not be forthcoming. As a result of the BBC's actions we have had to make a
number of staff redundant. The slimming-down costs and the loss of profits will
result in a one-off shortfall against Tinopolis Interactive's anticipated profit
from operations in 2007 of #0.5m, including redundancy costs.
Despite this unforeseeable development Tinopolis Interactive continues to grow
its revenues, its profitability and its customer base. These include a
commission to produce Foundation Phase interactive learning materials for the
Welsh Assembly Government, a commission (in partnership with Influence at Work
), from Ufi to produce a series of short comedy based video sketches for SME
businesses, featuring the comedian Neil Mullarkey and further commissions under
our Framework agreement with the Ministry of Defence.
The company has also extended its range of strategic joint ventures with
training specialists, including Influence at Work, authors of several
best-selling books centred on social influencing and persuasion techniques.
Acquisition of Video Arts
In May we bought Video Arts Group Limited ("Video Arts") for consideration of
#2.3 million on a debt free basis, payable in cash. In the year ended 31
December 2006 it generated turnover of #4.9 million and EBIT adjusted for non-
recurring management charges of #0.5 million.
Video Arts was established in 1972 and has over 200 current titles that have
been used to provide training to over 100,000 organisations world-wide, winning
over 200 major training awards. Recently, recognising that customers
increasingly need digital delivery of its products, it has launched its Digital
Content Library. This currently includes over 100 of its most popular titles,
divided into hundreds of learning chapters. Tinopolis Interactive has the
skills and scale to accelerate the creation of this library, add to its
functionality, and offer bespoke services to supplement the generic learning
contained in the back catalogue. The Company believes this will prove a
compelling offer for Video Arts' existing clients, and an important feature in
attracting new customers and increasing the scope and value of existing
accounts.
Video Arts' traditional business has been product-based, whilst the group's
existing business majors on bespoke new media training materials and products.
Both had identified the need to have some of the other's skills and market
presence. Both businesses have specialised in producing and delivering video
based learning, and we believe this focus will be a significant competitive
advantage in this sector as clients and consumers demand increasingly rich
content 'on demand'. The acquisition gives us a combined business bringing a
much wider range of skills to this market and better able to serve our existing
and new customers. It consolidates our position as a leading player in the
industry.
Share buy-back
During the period 4,650,000 shares were bought for treasury at an average
price of 39.9p.
Outlook
Our portfolio of customers and genres is strong and we have the creative and
management skills to make the most of them. We believe all our business areas
continue to have the potential for organic growth
Revenue visibility for the balance of 2007 is very strong and should, as in
previous years, benefit from the traditional increase in profitability in the
second half of the year. The order book for 2008 is also looking good.
Consolidation continues to be a significant factor in the business of content
production. We are actively looking for companies that complement our existing
businesses and potential targets have been identified and discussions are
continuing. However, valuation expectations in the industry remain high making
value difficult to find. The ability to create shareholder value remains our
acid test when evaluating acquisitions.
The results for the remainder of the year will be hit by the one-off costs of
the BBC Jam termination. However, excluding this, we remain confident of
meeting the board's expectations for the Company for the full year.
Ron Jones Arwel Rees
Executive Chairman Managing Director
12th June 2007
TINOPOLIS PLC
CONSOLIDATED INCOME STATEMENT
SIX MONTHS ENDED 31 MARCH 2007
Unaudited six
months ended Unaudited six
31 March months ended 31 Year ended 30
Notes 2007 March 2006 September 2006
#000 #000 #000
Revenue 31,620 14,946 47,334
Cost of sales (25,739) (11,617) (37,230)
------ ------ ------
Gross profit 5,881 3,329 10,104
Operating
expenses
- restructuring
costs - (1,155) (1,154)
- other (5,123) (3,281) (8,944)
- profit on sale
of Hawk-Eye - - 866
------ ------ ------
Total
operating expenses (5,123) (4,436) (9,232)
------ ------ ------
Operating
profit/(loss) 758 (1,107) 872
Interest payable (7) (16) (57)
Interest
receivable 210 57 245
------ ------ ------
Profit/(loss) on
ordinary activities
before taxation 961 (1,066) 1,060
Taxation 3 (279) 73 (89)
------ ------ ------
Net
profit/(loss) for
the period 682 (993) 971
------ ------ ------
Attributable to:
Equity holders of
the parent company 641 (1,019) 934
Minority interest 41 26 37
Earnings/(loss)
per share - basic 4 0.7p (1.7)p 1.2p
Earnings/(loss)
per share - diluted 4 0.6p (1.6)p 1.2p
====== ====== ======
TINOPOLIS PLC
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2007
Unaudited Restated
as at unaudited As at 30
31 March as at September
2007 31 March 2006 2006
Notes
#000 #000 #000
Assets Property, plant
and equipment 4,287 4,631 4,316
Intangible assets - goodwill 21,922 21,869 21,869
Intangible - other - 2,500 -
Deferred tax asset - 91 52
------ ------ ------
Total non-current assets 26,209 29,091 26,237
Current assets
Trade and other receivables 9,688 11,398 9,044
Cash and cash equivalents 13,485 13,562 15,101
------ ------ ------
Total current assets 23,173 24,960 24,145
------ ------ ------
Total assets 49,382 54,051 50,382
====== ====== ======
Equity
Issued capital 1,990 1,989 1,989
Share premium 24,157 24,147 24,147
Merger reserve 607 607 607
Retained earnings 1,980 1,242 3,195
------ ------ ------
Total equity
attributable to
shareholders 28,734 27,985 29,938
Minority interest 81 49 60
------ ------ ------
Total equity 28,815 28,034 29,998
------ ------ ------
Non-current liabilities
Interest bearing loans
and borrowings 17 154 23
Other payables 617 1,515 677
Deferred tax liabilities 261 374 313
------ ------ ------
Total non-current
liabilities 895 2,043 1,013
------ ------ ------
Current liabilities
Bank overdraft 2,013 2,110 1,556
Interest bearing loans
and borrowings 29 1,341 635
Current income tax
payable 1,066 1,296 1,090
Trade and other payables 16,564 19,227 16,090
------ ------ ------
Total current liabilities 19,672 23,974 19,371
------ ------ ------
Total liabilities 20,567 26,017 20,384
------ ------ ------
Total equity and
liabilities 49,382 54,051 50,382
====== ====== ======
TINOPOLIS PLC
CONSOLIDATED CASH FLOW STATEMENT
SIX MONTHS ENDED 31 MARCH 2007
Unaudited six Unaudited six
months ended months ended Year ended 30
31 March 2007 31 March 2006 September 2006
#000 #000 #000
Profit/(loss) for the period 682 (993) 971
Adjustments for: Depreciation 484 393 892
Net finance costs (203) (41) (188)
Gain on sale of subsidiary - - (866)
Loss / (Gain) on sale of
property, plant and equipment 101 (19) (21)
Share-based payments 6 26 26
Income tax expense /(credit) 279 (73) 89
------ ------ ------
Operating profit/(loss) before
changes in working capital 1,349 (707) 903
Change in trade and other
receivables (742) 1,085 3,402
Change in trade and other payables 507 2,713 (1,703)
------ ------ ------
1,114 3,091 2,602
Interest paid (7) (29) (51)
Income taxes paid (310) (431) (797)
------ ------ ------
Net cash from operating
activities 797 2,631 1,754
------ ------ ------
Acquisition of subsidiary,
net of cash acquired (53) 8,896 8,896
Purchase of treasury shares (1,862) - -
Payments to acquire property,
plant and equipment (577) (793) (1,246)
Receipts from sales of property,
plant and equipment 24 20 47
Receipt from sale of subsidiary - - 4,053
Interest received 210 57 245
------ ------ ------
Net cash (used in) /
generated from investing
activities (2,258) 8,180 11,995
------ ------ ------
Repayment of borrowings (568) (136) (925)
Payment of finance lease liabilities (44) (75) (131)
------ ------ ------
Net cash used in financing activities (612) (211) (1,056)
------ ------ ------
Net (decrease)/ increase in cash and
cash equivalents (2,073) 10,600 12,693
Cash and cash equivalents at start of
period 13,545 852 852
------ ------ ------
Cash and cash equivalents at end of
period 11,472 11,452 13,545
====== ====== ======
TINOPOLIS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 31 March 2007
Attributable to equity holders of the parent company
March 2007 Share Share Merger Retained Total Minority Total
capital premium reserve earnings interest equity
#000 #000 #000 #000 #000 #000 #000
Balance at 1 October 2006 1,989 24,147 607 3,195 29,938 60 29,998
Profit/ (loss) for the period - - - 641 641 41 682
Dividends paid - - - - - (20) (20)
Share options amortised - - - 6 6 - 6
Shares issued 1 10 - - 11 - 11
Purchase - - - (1,862) (1,862) - (1,862)
------- ------- ------- ------- ------- ------- -------
Balance at 31 March 2007 1,990 24,157 607 1,980 28,734 81 28,815
======= ======= ======= ======= ======= ======= =======
During the period from 18 January 2007 and 6 March 2007, the Company purchased
4,650,000 shares at an average price of 39.9p each.
Attributable to equity holders of the parent company
March 2006 Share Share Merger Retained Total Minority Total
capital premium reserve earnings interest equity
#000 #000 #000 #000 #000 #000 #000
Balance at 1 October 2005 497 - 657 1,967 3,121 33 3,154
Loss/(profit) for the period - - - (1,019) (1,019) 26 (993)
Dividends paid - - - - - (10) (10)
Share options amortised - - - 294 294 - 294
Shares issued 1,442 24,147 - - 25,589 - 25,589
Movement in the year 50 - (50) - -
------- ------- ------- ------- ------- ------- -------
Restated balance at 31
March 2006 1,989 24,147 607 1,242 27,985 49 28,034
======= ======= ======= ======= ======= ======= =======
Attributable to equity holders of the parent company
September 2006 Share Share Merger Retained Total Minority Total
capital premium reserve earnings interest equity
#000 #000 #000 #000 #000 #000 #000
Balance at 1 October 2005 497 - 657 1,967 3,121 33 3,154
Profit for the period - - - 934 934 37 971
Dividends paid - - - - - (10) (10)
Share options amortised - - - 294 294 - 294
Shares issued 1,442 24,147 - - 25,589 - 25,589
Movement in the year 50 - (50) - - -
------- ------- ------- ------- ------- ------- -------
Balance at 30 September 2006 1,989 24,147 607 3,195 29,938 60 29,998
======= ======= ======= ======= ======= ======= =======
Notes to the interim accounts
1 Accounting policies
Basis of preparation
The condensed consolidated interim financial statements for the six months ended
31 March 2007 have been prepared under applicable International Financial
Reporting Standards adopted by the European Union ("IFRS"), which include
International Accounting Standards ("IAS") and interpretations issued by the
International Accounting Standards Board ("IASB") and its committees, which are
expected to be endorsed by the European Union.
The financial information included in this document is unaudited and does not
comprise statutory accounts within the meaning of section 240 of the Companies
Act 1985. The comparative figures for the financial year ended 30 September 2006
are extracted from the statutory financial statements for that year which have
been filed with the Registrar of Companies and on which the auditor gave an
unqualified report, without any statement under section 237(2) or (3) of the
Companies Act 1985.
The following principal accounting policies have been applied consistently in
dealing with items which are considered material in relation to the group's
financial statements. The financial statements have been prepared on the
historical cost basis. These accounting policies have been applied consistently
across the group for the purposes of these consolidated financial statements.
Repurchase of share capital
When share capital recognised as equity is repurchased, the amount of the
consideration paid, including directly attributable costs, is recognised as a
deduction from equity. Repurchased shares are classified as treasury shares and
are presented as a deduction from total equity.
2 Changes to comparative information
The balance sheet at 31 March 2006 has been restated in order to reflect the
adjustments to the provisional fair values on the acquisition of The Television
Corporation plc completed in the six months ending 30 September 2006 and
included in the financial statements for that year.
3 Taxation charge / (credit)
Taxation for the six months to 31 March 2007 is based on the effective rate of
taxation which is estimated to apply for the year ending 30 September 2007.
Unaudited six Unaudited six
months ended months ended 31 Year ended 30
31 March 2007 March 2006 September 2006
#000 #000 #000
UK taxation at
standard rate 279 3 187
Deferred taxation - (76) (98)
------- ------- -------
279 (73) 89
------- ------- -------
4 Earnings per share
Unaudited six Unaudited six
months ended months ended 31 Year ended 30
31 March 2007 March 2006 September 2006
#000 #000 #000
Profit/(loss)for
the period attributable
to equity holders 641 (1,019) 934
Weighted average number
of shares - basic 97,699,336 60,373,452 77,459,136
Earnings per
share - basic 0.7p (1.7)p 1.2p
Weighted average number
of shares - diluted 101,757,426 62,640,010 81,093,086
Earnings per
share - diluted 0.6p (1.6)p 1.2p
5 Post Balance Sheet events
On 4 May 2007, Tinopolis Plc acquired 100% of the share capital of Video Arts
Limited from August Equity for a total consideration of #2,280,000, paid in
cash.
Independent review report to Tinopolis Plc
Introduction
We have been instructed by the company to review the financial information for
the six months ended 31 March 2007 which comprises the consolidated income
statement, consolidated balance sheet, consolidated cash flow statement,
consolidated statement of changes in equity and the related notes. We have read
the other information contained in the interim report and considered whether it
contains any apparent misstatements or material inconsistencies with the
financial information.
This report is made solely to the company in accordance with the terms of our
engagement. Our review has been undertaken so that we might state to the company
those matters we are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company for our review work, for this
report, or for the conclusions we have reached.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the AIM
Rules which require that the interim report must be presented and prepared in a
form consistent with that which will be adopted in the company's annual accounts
having regard to the accounting standards applicable to such annual accounts.
Review work performed
We conducted our review having regard to the guidance contained in Bulletin 1999
/4 issued by the Auditing Practices Board for use in the UK. A review consists
principally of making enquiries of group management and applying analytical
procedures to the financial information and underlying financial data and based
thereon, assessing whether the accounting policies and presentation have been
consistently applied unless otherwise disclosed. A review excludes audit
procedures such as tests of controls and verification of assets, liabilities and
transactions. It is substantially less in scope than an audit performed in
accordance with International Statements on Auditing (UK and Ireland) and
therefore provides a lower level of assurance than an audit. Accordingly, we do
not express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 March 2007.
KPMG Audit Plc
Chartered Accountants
Marlborough House
Fitzalan Court
Fitzalan Road
Cardiff
CF24 0TE
12 June 2007
This information is provided by RNS
The company news service from the London Stock Exchange
END
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