TIDMUTV
UTV Media plc
("UTV" or "the Company" or "the Group")
Interim Results
for the six months ended 30 June 2012
Financial highlights on continuing operations (1)
* Group revenue up 4% to GBP61.6m (2011: GBP59.1m)
* Pre-tax profits up by 3% to GBP11.2m (2011: GBP10.9m)
* Group operating profit marginally down to GBP12.7m (2011: GBP12.8m)
* GBP13.1m (21%) reduction in net debt over 12 months to GBP50.0m (June 2011: GBP63.1m)
* Net debt has reduced by GBP45.7m over the last 3 years, a reduction of 48%
* Net finance costs down 12% to GBP1.6m (2011: GBP1.8m)
* Diluted adjusted earnings per share up by 3% to 8.93p (2011: 8.64p)
* Proposed interim dividend of 1.75p (2011: 1.50p)
Operational highlights and prospects
* talkSPORT signed exclusive football deals:
+ Barclays Premier League package of worldwide audio broadcasting rights
(excluding Europe) to 2016
+ Commercial radio rights for the FA Cup in the UK and Global rights
(including Europe) to 2018
* Acquisition of Simply Zesty - Ireland's leading social media agency
* Successful refinancing of bank facilities with terms, pricing and duration
endorsing the cash generative qualities and balance sheet strength of UTV
* New network arrangements signed with ITV
* Continuing strong audience delivery across both Radio and Television
* Revenue growth of 11% in Radio GB and 4% in local currency in Radio Ireland
* Television net advertising revenue down by 3%, compared to the ITV1 Network
which was flat, reflecting the economic environment in Ireland
* Continued significant debt reduction created by strong cash management,
with 1.74 times Net Debt:EBITDA achieved at 30 June 2012 (2011: 2.20 times)
* Appointment of Richard Huntingford as Chairman
(1) As appropriate, references to profit include associate income but exclude
exceptional items
John McCann, Group Chief Executive, UTV Media plc, said:
"The Group has posted a resilient performance for the first half of 2012,
growing both revenues and pre-tax profits in a choppy market. It has also seen
the business undergo some exciting operational developments, including a new
Network Affiliate Agreement with ITV; talkSport securing innovative
broadcasting agreements with both the Barclays Premier League and the Football
Association; and the acquisition of Simply Zesty, Ireland's leading social
media agency. The emphasis on adding value right across UTV's media assets,
coupled with disciplined balance sheet improvement, provides a strong platform
for future growth."
For further information contact:
Maitland +44 (0) 20 7379 5151
Rowan Brown
UTV Media plc
John McCann Group Chief Executive +44 (0) 28 9026 2202
Norman McKeown Group Finance Director +44 (0) 28 9026 2098
Orla McKibbin Head of Communications +44 (0) 28 9026 2188
Chairman's Statement
Introduction
I was delighted and honoured last month to be appointed Chairman of UTV Media
plc, a company that I have admired for its achievements for a number of years.
The Group has a high quality portfolio of leading media assets in radio,
television and digital media that enjoy strong competitive positions in their
respective markets. In addition, it has a highly committed and motivated
management team, led by John McCann, with both a strong track record of
industry out-performance and a keen focus on financial discipline.
The Group generates strong cashflows from its businesses - even in the most
difficult of trading conditions for media companies - which it has sensibly
deployed to strengthen significantly its balance sheet over the recent past,
whilst also maintaining a dividend return for its shareholders.
Given this, I believe that the Group has a strong platform for future growth,
particularly once macro-economic conditions improve. I also hope that my many
years of media industry and PLC Board experience can bring added value and
additional perspective to the company, for the long-term benefit of its
shareholders.
Results (1)
Radio operating profits in the first six months increased by 14% to GBP10.0 (2011
: GBP8.8M) which was offset by a reduction in television and new media operating
profits to GBP2.1M (2011 : GBP3.1M) and GBP0.6M (2011 : GBP0.9M) respectively. Group
operating profit, therefore, was marginally lower at GBP12.7M (2011 : GBP12.8M).
With a reduced net interest charge of GBP1.6M (2011 : GBP1.8M) group profit before
tax and exceptional items was 3% higher at GBP11.2 (2011 : GBP10.9M). Diluted
adjusted earnings per share were up 3% at 8.93p (2011 : 8.64p)
(1) as appropriate, references to profit include associate income but exclude
exceptional items and relate to continuing operations only
Dividend
Your Board's success in reducing net debt has enabled it to adopt a more
progressive dividend policy over the last two years. While continuing to focus
on further debt reduction, and being mindful of the continuing macroeconomic
uncertainty, your Board is able to declare a 17% increase in the interim
dividend to 1.75p (2011 : 1.50p). This will be paid on 15 October 2012 to all
shareholders on the Register at the close of business on 14 September 2012.
Radio (1)
On 17 April 2012, we announced that talkSPORT had agreed a deal with the
Premier League for an exclusive package of international audio broadcasting
rights for the next four football seasons. On 26 July 2012, we announced that
agreement had been reached with the Football Association for commercial radio
rights for the FA Cup both internationally and domestically. These rights will
enable us to extend the talkSPORT brand and content beyond the UK. At the time
of writing, we have already announced agreements with the first of our
international broadcast partners and have successfully broadcast our first
Premier League matches in English, Mandarin and Spanish.
In the UK, investment in sports rights and presenters has firmly established
talkSPORT as an attractive proposition for both listeners and advertisers. This
proposition was enhanced during the Euro 2012 football tournament, helping to
lift talkSPORT's revenue for the six months to 30 June 2012 by 16% to GBP17.2M
(2011 : GBP14.8M). Our local radio stations in GB improved revenue by 3% to GBP
10.7M (2011 : GBP10.4M). As a result, operating profit at our GB Radio division
increased by 18% in the first six months to GBP6.9M (2011 : GBP5.8M).
In Ireland, the advertising revenue market remained very difficult and is
estimated to have been down by as much as 10% in the first half. However, our
very strong audience delivery in the key urban areas again led to a very
significant outperformance by our stations which, on a like for like basis,
increased revenues by 4%. After the impact of foreign exchange, revenue from
Radio Ireland included within the Group results declined by 1% to GBP10.8M (2011
: GBP11.0M). Operating profit at our Irish radio stations increased by 10% in
local currency which, after adjusting for foreign exchange, was pared back to a
still encouraging 5% improvement in operating profit to GBP3.1M (2011 : GBP3.0M).
Television
A new Network Affiliate Agreement was agreed with ITV plc on 5 March 2012. This
new agreement will replace the existing network arrangements which no longer
provide the appropriate structures to govern the broadcasting, new media,
technological, and regulatory realities of the modern Channel 3 network. The
Network Affiliate Agreement provides for an agreed fixed fee for the purchase
by our television division of multi-platform programme rights to the network
schedule.
In our television division, net advertising revenue was down by 3% in the first
half of 2012, an underperformance of the ITV1 network, which was flat. Within
this, our television advertising revenue from London was on a par with the ITV1
network while revenue from Ireland was down by 8%. Total television revenue was
down by 2% to GBP16.9M (2011 : GBP17.2M). With much of our cost base linked to
inflation indexed network programme costs, television operating profits were
reduced to GBP2.1M (2011 : GBP3.1M).
New Media
On 6 March 2012, we announced the acquisition of Simply Zesty for an initial
consideration of GBP1.7M. Simply Zesty, which is based in Dublin, provides social
media marketing services to a wide range of clients, with more than 15% of its
revenues now coming from international clients.
Turnover in the New Media division increased to GBP6.0M (2011 : GBP5.8M) with GBP0.6M
due to the inclusion of Simply Zesty for the first time. Within the total,
Internet revenue slipped due to competitive pricing while revenue at our web
development business, Tibus, was maintained. Overall new media operating profit
was GBP0.6M (2011 : GBP0.9M).
Prospects
As has been reported by many other media companies, the Olympics did not
provide any performance enhancing effect on advertising revenue and as a result
trading conditions for the third quarter have been less positive than
anticipated. The television airtime market in Ireland continues to be difficult
leading to an expected 13% fall in television advertising in the three months
ending 30 September 2012. Irish radio is projected to show a 2% improvement on
a like for like basis and GB Radio advertising revenue is expected to increase
by 2% during the three months, despite a strong 2011 Rugby World Cup
comparative. New Media revenue is forecast to be up by 1% on a like for like
basis, excluding Simply Zesty.
Looking to the full year, the continuing economic uncertainty is likely to lead
to volatility in the advertising revenue market. Both our GB and our Irish
radio divisions are expected to continue to outperform their respective markets
for the rest of the year. However, we would anticipate that with lacklustre
conditions in Ireland, our television revenue will underperform the UK
television market. Our New Media division will continue to show modest growth
for the remainder of the year.
Board
My immediate priority as Chairman is to restore the Board to full independence
following the events of earlier this year; the effects of which I believe may
unfortunately have overshadowed the strong performance of the Group's
businesses. I am committed to the highest standards of corporate governance and
look forward to constructive engagement with the company's shareholders. I will
be strengthening the Board with new Non-Executive Director appointments with
the aim of creating an effective, cohesive and balanced board of directors,
appropriate to UTV Media's status and scale of ambition as a listed company.
Finally, I would like to pay tribute to my predecessor, Helen Kirkpatrick, who
successfully steered the Board through the most difficult of circumstances with
a wonderful blend of integrity, sensitivity, professionalism and humour.
Richard Huntingford
Chairman
28 August 2012
Group Income Statement
for the six months ended 30 June 2012
Results Results
before before
Exceptional Exceptional Exceptional Exceptional
Items Items Total Items Items Total
30 June 30 June 30 June 30 June 30 June 30 June
Notes 2012 2012 2012 2011 2011 2011
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Continuing operations
Revenue 3 61,551 - 61,551 59,103 - 59,103
Operating costs (48,959) (196) (49,155) (46,429) - (46,429)
------- ------- ------- ------- ------- -------
Operating profit from 3 12,592 (196) 12,396 12,674 - 12,674
continuing operations
before tax and finance
costs
Share of results of 90 - 90 82 - 82
associates accounted for
using the equity method
------- ------- ------- ------- ------- -------
Profit from continuing 12,682 (196) 12,486 12,756 - 12,756
operations before tax and
finance costs
Finance revenue 53 - 53 75 - 75
Finance costs (1,651) - (1,651) (1,896) - (1,896)
Foreign exchange gain/ 66 - 66 (83) - (83)
(loss)
------- ------- ------- ------- ------- -------
Profit from continuing 11,150 (196) 10,954 10,852 - 10,852
operations before tax
Taxation (2,404) (1,636) (4,040) (2,389) 616 (1,773)
------- ------- ------- ------- ------- -------
Profit from continuing 5 8,746 (1,832) 6,914 8,463 616 9,079
operations after tax
Discontinued operations
Loss from discontinued 4 - - - (213) - (213)
operations
------- ------- ------- ------- ------- -------
Profit for the year 8,746 (1,832) 6,914 8,250 616 8,866
------- ------- ------ ------- ------- ------
Attributable to:
Equity holders of the 8,561 (1,832) 6,729 8,083 616 8,699
parent
Non-controlling interest 185 - 185 167 - 167
------- ------- ------- ------- ------- -------
8,746 (1,832) 6,914 8,250 616 8,866
------- ------- ------ ------- ------- ------
Earnings per share 2012 2011
Continuing operations
Basic 7 7.07p 9.34p
Diluted 7 7.02p 9.28p
Adjusted 7 8.99p 8.70p
Diluted adjusted 7 8.93p 8.64p
Continuing and discontinued
operations
Basic 7 7.07p 9.12p
Diluted 7 7.02p 9.06p
Adjusted 7 8.99p 8.47p
Diluted adjusted 7 8.93p 8.42p
Group Statement of Comprehensive Income
for the six months ended 30 June 2012
30 June 30 June
2012 2011
GBP000 GBP000
Profit for the period 6,914 8,866
------- -------
Other comprehensive income
Exchange difference on translation of foreign (1,290) 4,946
operations
Actuarial (loss)/gain on defined benefit pension (3,564) 521
schemes
Cash flow hedges:
Loss arising during the year (134) (226)
Less transfers to the income statement 247 312
Tax relating to other comprehensive income 825 (104)
------- -------
Other comprehensive (loss)/income for the year, (3,916) 5,449
net of tax
------- -------
Total comprehensive income for the year, net of 2,998 14,315
tax
------- -------
Attributable to:
Equity holders of the parent 2,813 14,148
Non-controlling interest 185 167
------- -------
2,998 14,315
------- ------
Group Balance Sheet
for the six months ended 30 June 2012
30 30 31
June June December
Notes 2012 2011 2011
GBP000 GBP000 GBP000
ASSETS
Non-current assets
Property, plant and equipment 8 11,566 11,514 11,273
Intangible assets 176,133 228,610 173,776
Investments accounted for using the 216 254 126
equity method
Deferred tax asset 5,623 6,444 6,511
------- ------- -------
193,538 246,822 191,686
------- ------- -------
Current assets
Inventories 352 644 1,533
Trade and other receivables 26,033 25,832 25,857
Cash and short term deposits 14,606 9,862 7,205
------- ------- -------
40,991 36,338 34,595
------- ------- -------
TOTAL ASSETS 234,529 283,160 226,281
------- ------- -------
EQUITY AND LIABILITIES
Equity attributable to equity holders
of the parent
Equity share capital 55,557 55,557 55,557
Capital redemption reserve 50 50 50
Treasury shares (1,523) (1,258) (1,523)
Foreign currency reserve 5,881 14,445 7,171
Cash flow hedge reserve (444) (515) (521)
Retained earnings 22,439 61,019 22,414
------- ------- -------
81,960 129,298 83,148
Non-controlling interest 510 642 469
------- ------- -------
TOTAL EQUITY 82,470 129,940 83,617
------- ------- -------
Non-current liabilities
Financial liabilities 10 60,622 64,519 53,752
Derivative financial liabilities - 337 207
Pension liability 11 11,170 4,930 8,569
Provisions 744 969 766
Deferred tax liabilities 36,937 37,362 35,932
------- ------- -------
109,473 108,117 99,226
------- ------- -------
Current liabilities
Trade and other payables 34,655 33,771 31,948
Financial liabilities 10 3,985 8,444 8,167
Derivative financial liabilities 570 366 479
Tax payable 2,944 2,094 2,409
Provisions 432 428 435
------- ------- -------
42,586 45,103 43,438
------- ------- -------
TOTAL LIABILITIES 152,059 153,220 142,664
------- ------- -------
TOTAL EQUITY AND LIABILITIES 234,529 283,160 226,281
------- ------- -------
Group Cash Flow
for the six months ended 30 June 2012
30 June 30 June
2012 2011
GBP000 GBP000
Operating activities
Profit before tax 10,954 10,639
Adjustments to reconcile profit before tax to
net cash flows from operating activities
Foreign exchange (gain)/loss (66) 83
Net finance costs 1,598 1,821
Share of results of associates (90) (82)
Depreciation of property, plant and equipment 834 771
Profit from sale of property, plant and (194) (3)
equipment
Share based payments 283 304
Difference between pension contributions paid (963) (1,349)
and amounts
recognised in the income statement
Decrease in inventories 1,181 1,097
Decrease in trade and other receivables 4 2,525
Decrease in trade and other payables (4,786) (1,742)
Decrease in provisions (25) (1)
------- -------
Cash generated from operations before 8,730 14,063
exceptional costs
Exceptional costs (107) -
Tax paid (178) (1,118)
------- -------
Net cash inflow from operating activities 8,445 12,945
------- -------
Investing activities
Interest received 64 75
Proceeds on disposal of property, plant and 263 3
equipment
Purchase of property, plant and equipment (1,184) (1,242)
Outflow on acquisition of subsidiary (1,670) -
undertaking
Outflow on acquisition of radio licences (180) -
------- -------
Net cash flows from investing activities (2,707) (1,164)
------- -------
Financing activities
Borrowing costs (2,320) (1,916)
Dividends paid to equity shareholders (8) (7)
Dividends paid to non-controlling interests (144) -
Repayment of borrowings (61,416) (11,308)
Proceeds from borrowings 65,595 -
------- -------
Net cash flows used in financing activities 1,707 (13,231)
------- -------
Net increase/(decrease) in cash and cash 7,445 (1,450)
equivalents
Net foreign exchange differences (44) 62
Cash and cash equivalents at 1 January 7,205 11,250
------- -------
Cash and cash equivalents at 31 December 14,606 9,862
------- ------
Group Statement of Changes in Equity
for the six months ended 30 June 2012
Equity Capital Foreign Cashflow Share Non-
share redemption Treasury currency hedge Retained holder controlling
capital reserve shares reserve reserve earnings equity interest Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 January 55,557 50 (1,258) 9,499 (581) 54,441 117,708 475 118,183
2011
------ ------- ------- ------- ------- ------- ------- ------- -------
Profit for - - - - - 8,699 8,699 167 8,866
the period
Other - - - 4,946 66 437 5,449 - 5,449
comprehensive
income in the
period
------ ------ ------- ------- ------- ------- ------- ------- -------
Total net 4,946 66 9,136 14,148 167 14,315
comprehensive
income in the
period
Share based - - - - - 304 304 - 304
payment
Equity - - - - - (2,862) (2,862) - (2,862)
dividends
paid and
payable
------ ------- ------- ------- ------- ------- ------- ------- -------
At 30 June 55,557 50 (1,258) 14,445 (515) 61,019 129,298 642 129,940
2011
------ ------- ------- ------- ------- ------- ------- ------- -------
Loss for the - - - - - (34,585) (34,585) 248 (34,337)
period
Other - - - (7,274) (6) (2,893) (10,173) - (10,173)
comprehensive
income in the
period
------ ------- ------- ------- ------- ------- ------- ------- -------
Total net (7,274) (6) (37,478) (44,758) 248 (44,510)
comprehensive
income in the
period
Share based - - - - - 301 301 - 301
payment
Acquisition - - (265) - - - (265) - (265)
of treasury
shares
Equity - - - - - (1,428) (1,428) (421) (1,849)
dividends
paid
------ ------- ------- ------- ------- ------- ------- ------- -------
At 31 55,557 50 (1,523) 7,171 (521) 22,414 83,148 469 83,617
December 2011
------ ------- ------- ------- ------- ------- ------- ------- -------
Profit for - - - - - 6,729 6,729 185 6,914
the period
Other - - - (1,290) 77 (2,703) (3,916) - (3,916)
comprehensive
income in the
period
------ ------- ------- ------- ------- ------- ------- ------- -------
Total net (1,290) 77 4,026 2,813 185 2,998
comprehensive
income in the
year
Share based - - - - - 283 283 - 283
payment
Equity - - - - - (4,284) (4,284) (144) (4,428)
dividends
paid and
payable
------ ------- ------- ------- ------- ------- ------- ------- -------
At 30 June 55,557 50 (1,523) 5,881 (444) 22,439 81,960 510 82,470
2012
------ ------- ------- ------- ------- ------- ------- ------- -------
Notes to the accounts
1. Basis of preparation
The interim financial statements have been prepared in accordance with IAS34
"Interim Financial Reporting" and the Disclosure and Transparency Rules of the
Finance Services Authority.
In addition the interim financial statements have been prepared on a basis
consistent with the accounting policies set out in the Group's Annual Report
and Accounts for the year ended 31 December 2011.
These interim financial statements have been prepared on the going concern
basis as the directors, having considered available relevant information, have
a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future.
The interim results are unaudited but have been formally reviewed by the
auditors and their report to the Company is set out at the end of this Interim
Report. The information shown for the year ended 31 December 2011 does not
constitute statutory accounts within the meaning of Section 434 of the
Companies Act 2006 and has been extracted from the Group's 2011 Annual Report,
which has been filed with the Registrar of Companies. The report of the
auditors on the accounts contained within the Group's 2011 Annual Report was
unqualified and did not contain a statement under either Section 498(2) or
Section 498(3) of the Companies Act 2006 regarding inadequate accounting
records or a failure to obtain necessary information and explanations.
2. Seasonality and cyclicality
There is no significant seasonality or cyclicality affecting the interim
results of the operations.
3. Segmental information
The Group operates in four principal areas of activity - radio in GB, radio in
Ireland, commercial television and new media. These four principal areas of
activity also form the basis on which the Group is managed and reports are
provided to the Chief Executive and the Board. The following is an analysis of
the revenue and results for the period, analysed by reportable segment.
Revenue
Six months ended 30 June 2012
Radio GB Radio Television New Media Total
Ireland
GBP000 GBP000 GBP000 GBP000 GBP000
Sales to third parties 27,862 10,821 16,878 5,990 61,551
Intersegmental sales 406 642 1,455 69 2,572
------- ------- ------- ------- -------
28,268 11,463 18,333 6,059 64,123
------- ------- ------- ------- -------
Six months ended 30 June 2011
Radio GB Radio Television New Media Total
Ireland
GBP000 GBP000 GBP000 GBP000 GBP000
Sales to third parties 25,141 10,976 17,158 5,828 59,103
Intersegmental sales 384 574 1,314 - 2,272
------- ------- ------- ------- -------
25,525 11,550 18,472 5,828 61,375
------- ------- ------- ------- -------
Results
Six months ended 30 June 2012
Radio GB Radio Television New Media Total
Ireland
GBP000 GBP000 GBP000 GBP000 GBP000
Segment operating profit 6,835 3,107 2,075 575 12,592
before exceptional costs
------- ------- ------- -------
Associate income 90
-------
Profit before 12,682
exceptional costs, tax
and finance costs
Exceptional costs (196)
-------
12,486
Net finance cost (1,598)
Foreign exchange gain 66
-------
Profit before taxation 10,954
-------
Six months ended 30 June 2011
Radio GB Radio Television New Media Total
Ireland
GBP000 GBP000 GBP000 GBP000 GBP000
Segment operating profit 5,787 2,960 3,053 874 12,674
before exceptional costs
------- ------- ------- -------
Associate income 82
-------
Profit before tax and 12,756
finance costs
Net finance cost (1,821)
Foreign exchange loss (83)
-------
Profit before taxation 10,852
-------
4. Discontinued operations
Discontinued operations in 2011 relate to UTV Interactive Ltd which was closed
in February 2011.
5. Exceptional items
30 30
June June
2012 2011
GBP000 GBP000
International start-up (i) (196) -
costs
Tax credit associated 48 -
with exceptional costs
Exceptional tax credit (ii) 751 616
Exceptional tax charge (iii) (2,435) -
------- -------
(1,832) 616
------- -------
(i) In April 2012, talkSPORT agreed a deal with the Premier League for an
exclusive package of international audio broadcasting rights for the next
four football seasons. The deal will see talkSPORT become a global audio
partner of the Premier League and broadcast commentary outside Europe on
all 380 Barclays Premier League games in multiple languages. This deal is
the first step in internationalising talkSPORT's brand.
Production of the international output requires an expansion of talkSPORT's
premises and also an increase its editorial and commercial teams. The total
investment in set up and pre-launch costs is expected to be in the region of
GBP0.8 million to 31 December 2012.
(ii) In the budgets in 2010, 2011 and 2012, changes in future corporation tax
rates in the UK were proposed for the years up to 2014. The exceptional tax
credit of GBP751,000 (2011: GBP616,000) arises from the restatement of the relevant
deferred tax balances to reflect the change in the UK corporation tax rate from
25% to 24% with effect from 1 April 2012, which was substantially enacted on 26
March 2012.
On 3 July 2012, the revision of the UK corporation tax rate to 23% from 1 April
2013 was substantially enacted. As a result, it is expected that the deferred
tax will be calculated at 23% at 31 December 2012 and that a further
exceptional deferred tax credit of GBP751,000 will be recognised in the second
half of the year.
The further proposed changes in the UK corporation tax rate have not yet been
substantively enacted. If the proposed corporation tax rate changes were to be
fully approved and the tax rate reduced to 22% by 2014, the relevant deferred
tax assets and liabilities would be restated accordingly resulting in a net
exceptional credit of approximately GBP1,300,000 in future periods.
(iii) In the finance bill published on 8 February 2012 and passed into law on 2
April 2012, the rate of capital gains tax in the Republic of Ireland was
increased from 25% to 30%. The exceptional tax charge of GBP2,435,000 (2011:
GBPNil) arises from the restatement of the relevant deferred tax assets and
liabilities to reflect this.
6. Dividends
30 June 30 June
2012 2011
GBP000 GBP000
Equity dividends on ordinary shares
Declared at the AGM during the period
Final for 2011: 4.50p (2010: 3.00p) 4,284 2,862
------- -------
Proposed but not recognised as a liability at 30 June
Interim for 2012: 1.75p (2011: 1.50p) 1,666 1,428
------- -------
The final dividend for 2011 was paid on 16 July 2012 (2010: 15 July 2011)
7. Earnings per share
Basic earnings per share is calculated based on the profit for the financial
period attributable to equity holders of the parent and on the weighted average
number of shares in issue during the period.
Adjusted earnings per share are calculated based on the profit for the
financial period attributable to equity holders of the parent adjusted for the
exceptional items. This calculation uses the weighted average number of shares
in issue during the period.
Diluted earnings per share are calculated based on profit for the financial
period attributable to equity holders of the parent. Diluted adjusted earnings
per share are calculated based on profit for the financial period attributable
to equity holders of the parent before exceptional items. In each case the
weighted average number of shares is adjusted to reflect the dilutive potential
of the awards expected to be vested on the Long Term Incentive Schemes.
The following reflects the income and share data used in the basic, adjusted,
diluted and diluted adjusted earnings per share calculations:
Net profit attributable to equity holders
2012 2011
Continuing Discontinued Continuing Discontinued
Operations Operations Total Operations Operations Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Net profit/(loss) 6,729 - 6,729 8,912 (213) 8,699
attributable to equity
holders
Exceptional items 1,832 - 1,832 (616) - (616)
------ ------ ------ ------ ------ ------
Total adjusted and 8,561 - 8,561 8,296 (213) 8,083
diluted profit/(loss)
attributable to equity
holders
------- ------- ------- ------- ------- -------
Weighted average number of shares
2012 2011
thousands thousands
Shares in issue 95,903 95,903
Weighted average number of treasury shares (700) (500)
------- -------
Weighted average number of shares for basic and 95,203 95,403
adjusted earnings per share (excluding treasury shares)
Effect of dilution of the Long Term Incentive Plan 609 609
------- -------
95,812 96,012
------- -------
Earnings per share
2012 2011
From continuing and discontinued operations
Basic 7.07p 9.12p
------- -------
Diluted 7.02p 9.06p
------- -------
Adjusted 8.99p 8.47p
------- -------
Diluted adjusted 8.93p 8.42p
------- -------
From continuing operations
Basic 7.07p 9.34p
------- -------
Diluted 7.02p 9.28p
------- -------
Adjusted 8.99p 8.70p
------- -------
Diluted adjusted 8.93p 8.64p
------- -------
From discontinued operations
Basic and diluted - (0.22)p
------- -------
Adjusted and diluted adjusted - (0.22)p
------- -------
8. Property, plant and equipment
During the period the Group spent GBP1,271,000 on capital additions.
9. Business Combinations
Simply Zesty
On 5 March 2012 the Group acquired the entire issued share capital of Simply
Zesty Limited, a company incorporated in the Republic of Ireland. The total
cash consideration paid to date amounts to GBP1,670,000 and the fair value of the
estimated deferred consideration amounting to GBP3,001,000 was recognised at the
date of acquisition. In line with the terms of the share purchase agreement,
contingent consideration is payable over a five year ratchet period to 31
January 2017 based on the achievement of future EBITDA targets. The maximum
amount of future consideration payable is approximately GBP3,224,000.
Analysis of the acquisition of Simply Zesty
Provisional
fair value
GBP000
Property, plant and 29
equipment
Debtors 354
Bank Loans (17)
Creditors (232)
-------
Fair value of net assets 134
Goodwill arising on 4,537
acquisition
-------
4,671
-------
Discharged by:
Cash 1.671
Accrued consideration 3,001
-------
4,671
-------
The above fair values are provisional pending the finalisation of the complete
fair value exercise in the second half of the year.
Included in the GBP4,537,000 of goodwill recognised above are certain intangible
assets that cannot be individually separated and reliably measured from the
acquiree due to their nature. These primarily relate to the expected value of
synergies arising from the integration of Simply Zesty with the Group's
existing new media business and the wider strategic benefits of the acquisition
to the Group.
Details of the revenues and profits of Simply Zesty have not been disclosed as
they are deemed to be immaterial.
10. Financial liabilities
30 30 31
June June December
2012 2011 2011
GBP000 GBP000 GBP000
Current
Current instalments due on bank loans 3,985 8,444 8,167
Non-current
Non-current instalments due on bank loans 60,622 64,519 53,752
------ ------ ------
64,607 72,963 61,919
------ ------ ------
The bank loans at 30 June 2012 are stated net of deferred financing costs
amounting to GBP1,042,000 (30 June 2011: GBP342,000; 31 December 2011: GBP249,000).
In May 2012 the Group completed an agreement in respect to the refinancing of
its bank facilities for a five year period maturing in May 2017. The new
facilities comprise a GBP65m Revolving Credit Facility and a EUR25m Term Loan
Facility. The Term Loan Facility has bi-annual repayments of EUR2.5m in June and
December with the first repayment due December 2012.
11. Pension schemes
The IAS 19 deficit at 30 June 2012 is GBP11,170,000 (30 June 2011: GBP4,930,000)
compared with a deficit of GBP8,569,000 at 31 December 2011. The increase is
predominately due to an increase in the benefit obligations arising from the
adoption of updated longevity assumptions following the completion of the
triennial valuation as at June 2011 and also higher than expected inflation.
Employer contributions included GBP1,181,000 of a discretionary contribution in
addition to normal funding during the period.
12. Related party transactions
The nature of related parties disclosed in the consolidated financial
statements for the Group as at and for the year ended 31 December 2011 has not
changed. There have been no significant related party transactions in the six
month period ended 30 June 2012.
Risks and uncertainties
The 2011 Annual Report sets out the most significant risk factors relating to
UTV Media plc's operations in the Company's judgement at the time of that
report. The Company does not consider that these principal risks and
uncertainties have changed. However additional risks and uncertainties not
currently known to the Company, or that the Company does not currently deem
material may also have an adverse effect on its business.
With respect to the risks and uncertainties identified within the Annual
Report, the Chairman's statement highlights those risks and uncertainties that
will have significant impact throughout 2012.
Statement of directors' responsibilities
The interim report is the responsibility of, and has been approved by, the
directors of UTV Media plc. Accordingly, the directors confirm that to the best
of their knowledge:
* the condensed set of financial statements has been prepared in accordance
with IAS 34 "Interim Financial Reporting" as adopted by the European Union;
* the interim report includes a fair review of the information required by
the Disclosure and Transparency Rules:
+ DTR 4.2.7R, being an indication of important events that have occurred
during the first six months of the financial year and their impact on the
condensed set of financial statements, and a description of the principal
risks and uncertainties for the remaining six months of the year; and
+ DTR 4.2.8R, being related party transactions that have taken place in the
first six months of the current financial year and that have materially
affected the financial position or performance of the entity during that
period, and any changes in the related party transactions described in the
last annual report that could do so.
By order of the Board:
John McCann
Group Chief Executive
28 August 2012
Independent review report to UTV Media plc
Introduction
We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the 6 months ended 30 June
2012 which comprises the Group Income Statement, Group Statement of
Comprehensive Income, Group Balance Sheet, Group Statement of Changes in
Equity, Group Cash Flow Statement and the related notes 1 to 12. We have read
the other information contained in the half yearly financial report and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of financial
statements.
This report is made solely to the company in accordance with guidance contained
in ISRE 2410 (UK and Ireland) "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Auditing
Practices Board. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company, for our work, for this
report, or for the conclusions we have formed.
Directors' Responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure and Transparency
Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with IFRSs as adopted by the European Union. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with International Accounting Standard
34, "Interim Financial Reporting", as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review.
Scope of Review
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the 6 months ended 30 June 2012 is not prepared, in all
material respects, in accordance with International Accounting Standard 34 as
adopted by the European Union and the Disclosure and Transparency Rules of the
United Kingdom's Financial Services Authority.
Ernst & Young LLP
Belfast
28 August 2012
END
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