TIDMUTV
UTV Media plc
("UTV" or "the Group")
Interim Results
for the six months ended 30 June 2014
Financial highlights *
- Group revenue growth of 13% to GBP57.8m (2013: GBP51.2m)
- Pre-tax profit growth of 62% to GBP10.0m (2013: 6.1m)
- Group operating profit growth of 41% to GBP11.2m (2013: GBP7.9m)
- Net debt reduction of 14% to GBP43.5m (2013: GBP50.7m)
- Net Debt/EBITDA of 1.72 times (2013: 2.46 times)
- Diluted adjusted earnings per share growth of 58% to 8.28p (2013:
5.25p)
- Proposed interim dividend of 1.82p (2013: 1.75p)
Operational highlights
- Improving macroeconomic environment in the UK and Ireland
compounded by World Cup sales has resulted in significant H1 growth
- Strong audience shares across radio and television
- Development of UTV Ireland well underway and on plan
- Strategic focus on radio and television broadcasting progressing
- sale of broadband and internet portal businesses completed by the start of
August
Prospects highlights
- Anticipated continuing growth in UK and ROI markets but at
reduced rates - forecast group revenue increase of 3% in Q3
- UTV Ireland anticipated to incur a first year operating loss of
GBP2.0m to GBP3.0m - expected to move into profitability in the second half of
2015
* As appropriate, references to profit include income from joint
ventures and associates
John McCann, Group Chief Executive, UTV Media plc, said:
"The improving economic conditions in the UK and Ireland, which
underpin these strong results, bode well for the launch of our new television
channel in January 2015."
For further information contact:
Investor Enquiries www.utvmedia.com/investors
John McCann, Group CEO +44 (0) 28 9032 8122
Norman McKeown, Group Finance +44 (0) 28 9032 8122
Director
Media Enquiries
Orla McKibbin, Director of +44 (0) 28 9026 2188 / +44 (0) 7879 666 427
Communications
Maitland
Martin Barrow +44 (0) 20 7379 5151 / +44 (0) 7843 068 912
Chairman's Statement
Introduction
The strong recovery in each of our advertising markets is evident
in these results. With the economic recovery in both GB and Ireland starting
to gain momentum, our radio and television divisions in both territories
benefited from improving consumer sentiment. The 2014 FIFA World Cup added a
further boost to advertising spend, with talkSPORT in particular enjoying
strong growth in the first half of the year.
Excellent progress was made in developing our plans to launch a new
television channel in the Republic of Ireland from 1 January 2015. We also
made good progress in exiting non-core new media activities to focus more on
our broadcasting businesses.
Results and Dividend *
Group operating profit was up by 41% to GBP11.2m (2013: GBP7.m) on
group revenue up by 13% to GBP57.8m (2013: GBP51.2m). With a lower net interest
charge of GBP1.3m (2013: GBP1.6m), group pre-tax profit was up by 62% to GBP10.0m
(2013: GBP6.1m). Diluted adjusted earnings per share were 58% higher at 8.28p
(2013: 5.25p).
The Group continued to be strongly cash generative in the period
and consequently net debt was again lower at GBP43.5m (2013: GBP50.7m) with Net
Debt/EBITDA reduced to 1.72 times (2013: 2.46 times). Enhanced cash inflows
from improving market conditions will be tempered by short term capital
expenditure and operational outflows in respect of our new television channel
in Ireland. Balancing these, the Board considers that an interim dividend of
1.82p (2013: 1.75p), a 4% increase, is appropriate.
This will be paid on 15 October 2014 to all shareholders on the
Register at the close of business on 5 September 2014.
* As appropriate, references to profit include income from associates and
joint ventures.
Television
Our Operating profit in our core Northern Ireland television
business was up by 30% to GBP4.4m (2013: GBP3.4m) on revenues which were up by 8%
to GBP16.6m (2013: GBP15.3m). Incorporating the results of Simply Zesty and Tibus,
operating profit in the first half of the year was GBP4.9m (2013: GBP4.4m) with
the release of a one-off deferred consideration in respect of Simply Zesty
flattering the comparator. After charging GBP0.5M of start-up costs in respect
of UTV Ireland, our new television channel in the Republic of Ireland, the net
operating profit of the television division was GBP4.4m (2013: GBP4.4m) on revenue
of GBP19.0m (2013: GBP17.7m).
Television advertising revenue continued to improve, increasing by
9% in the first six months of the year. Encouragingly, the recovery in the
Irish advertising market, which recorded steep declines in recent years, seems
to be gaining traction with our Irish television advertising being up by 5 %.
Good progress was made in developing plans to launch UTV Ireland on
1 January 2015. A licence was agreed with the Broadcasting Authority of
Ireland, key executives were recruited, additional programming was acquired
and commissioned, and work on building a broadcasting infrastructure was
commenced.
Radio *
Operating profit in our radio division almost doubled to GBP8.6m
(2013: GBP4.4m) on revenues which were up by 16% to GBP38.8m (2013: GBP33.5m).
Revenues in our GB radio business increased by 20% to GBP28.5m (2013:
GBP23.7m). talkSPORT (including Sport Magazine and talkSPORT International)
benefited from the FIFA World Cup with revenues up 33% while local radio
revenues were up 2%. talkSPORT International maintained profitability
throughout the 2013/14 season, extending its official coverage of Premier
League football to broadcasters in 25 markets including China, USA, Vietnam,
Egypt and Indonesia. Radio GB operating profit jumped by more than GBP3.7m to
GBP6.1m (2013: GBP2.4m).
As with television, our Irish radio advertising revenues continued
to respond positively to the improving macroeconomic conditions in Ireland. On
a local currency basis, our Irish radio revenues were up by 8% in the first
six months, but exchange rate movements held this to a 5% increase in sterling
terms at GBP10.3m (2013: GBP9.8m). Despite the adverse currency translation,
operating profit in our Irish radio division was up by 23% to GBP2.5m (2013:
GBP2.1m)
* As appropriate, references to profit include income from associates and
joint ventures.
Prospects
After the very strong growth recorded during the World Cup period,
revenue increases in our GB radio division have moderated to a forecast 5%
growth in the third quarter, with talkSPORT expected to be up by 7% and local
radio expected to be marginally higher than in the same quarter last year.
Existing long-term contracts for talkSPORT International provide us
with confidence for revenue growth during the remaining two seasons of our
existing global audio rights agreement with the Premier League. The recently
announced extension of this agreement to 2019 presents us with a platform to
develop incremental revenues from additional overseas broadcast, digital and
sponsorship opportunities.
Irish radio revenues have also maintained growth in the third
quarter with a forecast 6% improvement in local currency being offset by a
similar adverse movement in currency exchange.
Television revenues have softened in quarter 3, underperforming
against the network as a result of some advertising campaigns not being
applicable to Northern Ireland. Excluding Tibus and Simply Zesty revenues,
both of which are growing strongly in the current quarter, television revenues
are forecast to be flat for the third quarter. Against the backcloth of
improving economic conditions in the UK and Ireland, our expectation is that
television advertising will resume growth in the final months of 2014.
Overall, group revenue is forecast to be up by 3% in the third
quarter of 2014.
Our new Irish television channel will launch on 1 January 2015. We
are confident that our programme schedule will prove attractive to Irish
audiences and our ambition is that UTV Ireland will in time become the second
most watched television channel in the Republic of Ireland, after the state
broadcaster RTE1. As with all start- up television channels, the challenges of
building audiences and attracting advertisers will be greatest in the first
six months. At this early stage we are forecasting a full year loss of
GBP2.0M-GBP3.0M. However, we would expect to move into profitability in the second
half of 2015.
Richard Huntingford
Chairman
26 August 2014
Group Income Statement
for the six months ended 30 June 2014
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 2014 2014 2014 2013 2013 2013
(restated) (restated)
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Continuing operations
Revenue 3 57,781 - 57,781 51,236 - 51,236
Operating costs (46,731) - (46,731) (43,415) - (43,415)
------- ------- ------- ------- ------- -------
Operating profit from
continuing operations before
tax and finance costs 11,050 - 11,050 7,821 - 7,821
Share of results of JVs and
associates accounted for
using the equity method 142 - 142 110 - 110
------- ------- ------- ------- ------- -------
Profit from continuing
operations before tax and
finance costs 3 11,192 - 11,192 7,931 - 7,931
Finance revenue 26 - 26 34 - 34
Finance costs (1,283) - (1,283) (1,648) - (1,648)
Foreign exchange gain/(loss) 27 - 27 (172) - (172)
------- ------- ------- ------- ------- -------
Profit from continuing
operations before tax 3 9,962 - 9,962 6,145 - 6,145
Taxation 4 (1,970) - (1,970) (1,235) (1,425) (2,660)
------- ------- ------- ------- ------- -------
Profit from continuing
operations after tax 7,992 - 7,992 4,910 (1,425) 3,485
Discontinued operations
Loss from discontinued
operations (61) - (61) (67) - (67)
------- ------- ------- ------- ------- -------
Profit/(loss) for the period 7,931 - 7,931 4,843 (1,425) 3,418
------- ------- ------ ------- ------- ------
Attributable to:
Equity holders of the parent 7,855 - 7,855 4,704 (1,425) 3,279
Non-controlling interest 76 - 76 139 - 139
------- ------- ------- ------- ------- -------
7,931 - 7,931 4,843 (1,425) 3,418
------- ------- ------ ------- ------- ------
Earnings per share 2014 2013
(restated)
Continuing operations
Basic 6 8.26p 3.51p
Diluted 6 8.19p 3.49p
Adjusted 6 8.35p 5.28p
Diluted adjusted 6 8.28p 5.25p
Continuing and discontinued
operations
Basic 6 8.20p 3.44p
Diluted 6 8.13p 3.42p
Adjusted 6 8.29p 5.21p
Diluted adjusted 6 8.22p 5.18p
Group Statement of Comprehensive Income
for the six months ended 30 June 2014
30 June 30 June
2014 2013
GBP000 GBP000
Profit for the period 7,931 3,418
------- -------
Other comprehensive (loss)/income
Items that will not be reclassified subsequently
to profit or loss:
Actuarial (loss)/gain on defined benefit pension
schemes (2,081) 3,325
Income tax relating to items that will not be
reclassified subsequently 416 (765)
------- -------
(1,665) 2,560
------- -------
Items that may be reclassified subsequently to
profit or loss:
Cash flow hedges:
Loss arising during the period - (1)
Less transfers to the income statement - 328
Exchange difference on translation of foreign
operations (1,881) 2,488
Income tax relating to items that may be
reclassified - (21)
------- -------
(1,881) 2,794
------- -------
Other comprehensive (loss)/income for the period,
net of tax (3,546) 5,354
------- -------
Total comprehensive income for the period, net of
tax 4,385 8,772
------- -------
Attributable to:
Equity holders of the parent 4,309 8,633
Non-controlling interest 76 139
------- -------
4,385 8,772
------- ------
Group Balance Sheet
for the six months ended 30 June 2014
30 30 31
June June December
Notes 2014 2013 2013
(restated) (restated)
GBP000 GBP000 GBP000
ASSETS
Non-current assets
Property, plant and equipment 7 12,487 12,093 11,874
Intangible assets 174,374 179,704 177,139
Investments accounted for using the
equity method 890 764 847
Deferred tax asset 1,818 2,501 1,952
------- ------- -------
189,569 195,062 191,812
------- ------- -------
Current assets
Inventories 785 317 1,758
Trade and other receivables 22,673 22,051 22,784
Cash and short term deposits 8 13,906 8,562 10,185
------- ------- -------
37,364 30,930 34,727
------- ------- -------
TOTAL ASSETS 226,933 225,992 226,539
------- ------- -------
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 - (123) (123)
Foreign currency reserve 5,069 8,506 6,950
Cash flow hedge reserve - - -
Retained earnings 39,336 28,277 38,531
------- ------- -------
100,012 92,267 100,965
Non-controlling interest 85 619 106
------- ------- -------
TOTAL EQUITY 100,097 92,886 101,071
------- ------- -------
Non-current liabilities
Financial liabilities 8 53,594 56,343 55,866
Pension liability 10 4,241 6,041 4,598
Provisions 413 387 411
Deferred tax liabilities 34,518 37,964 35,066
------- ------- -------
92,766 100,735 95,941
------- ------- -------
Current liabilities
Trade and other payables 27,291 25,182 23,161
Financial liabilities 8 3,790 4,388 3,939
Tax payable 2,313 2,016 1,727
Provisions 676 785 700
------- ------- -------
34,070 32,371 29,527
------- ------- -------
TOTAL LIABILITIES 126,836 133,106 125,468
------- ------- -------
TOTAL EQUITY AND LIABILITIES 226,933 225,992 226,539
------- ------- -------
Group Cash Flow
for the six months ended 30 June 2014
30 June 30 June
2014 2013
(restated)
GBP000 GBP000
Operating activities
Profit before tax (i) 9,851 6,054
Adjustments to reconcile profit before tax
to
net cash flows from operating activities
Foreign exchange loss/(gain) (27) 172
Net finance costs 1,257 1,614
Share of results of JVs and associates (142) (110)
Depreciation of property, plant and
equipment 971 938
Amortisation of intangible assets - 188
Non cash decrease in contingent
consideration - (1,369)
Loss from sale of property, plant and
equipment - 5
Share based payments 175 225
Difference between pension contributions
paid and amounts
recognised in the income statement (2,530) (3,043)
Decrease in inventories 973 1,325
(Increase)/decrease in trade and other
receivables 248 3,169
Decrease in trade and other payables (1,114) (5,912)
(Increase)/decrease in provisions (22) 1
------- -------
Cash generated from operations 9,640 3,257
Tax paid (729) (672)
------- -------
Net cash inflow from operating activities 8,911 2,585
------- -------
Investing activities
Interest received 26 36
Proceeds on disposal of property, plant and
equipment 1 6
Purchase of property, plant and equipment (1,893) (1,059)
Outflow on acquisition of subsidiary
undertaking - (200)
Proceeds from the disposal of discontinued
operations 300 -
------- -------
Net cash flows from investing activities (1,566) (1,217)
------- -------
Financing activities
Borrowing costs (1,078) (884)
Swap cost - (328)
Acquisition of treasury shares (402) -
Dividends paid to equity shareholders (3) (18)
Dividends paid to non-controlling interests (97) -
Repayment of borrowings (2,000) (2,139)
------- -------
Net cash flows used in financing activities (3,580) (3,369)
------- -------
Net increase/(decrease) in cash and cash
equivalents 3,765 (2,001)
Net foreign exchange differences (44) 124
Cash and cash equivalents at 1 January 10,185 10,439
------- -------
Cash and cash equivalents at 30 June 13,906 8,562
------- ------
(i) Includes both continuing and
discontinued operations
Group Statement of Changes in Equity
for the six months ended 30 June 2014
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 2013 55,557 50 (1,523) 6,018 (251) 28,680 88,531 480 89,011
------ ------- ------- ------- ------- ------- ------- ------- -------
Profit for the -
period - - - - 3,279 3,279 139 3,418
Other
comprehensive
income in the
period - - - 2,488 251 2,615 5,354 - 5,354
------ ------ ------- ------- ------- ------- ------- ------- -------
Total net
comprehensive
income in the
period - - 2,488 251 5,894 8,633 139 8,772
Treasury shares
issued - - 1,400 - - (1,521) (121) - (121)
Share based
payment - - - - - 225 225 - 225
Equity dividends
paid and payable - - - - - (5,001) (5,001) - (5,001)
------ ------- ------- ------- ------- ------- ------- ------- -------
At 30 June 2013 55,557 50 (123) 8,506 - 28,277 92,267 619 92,886
------ ------- ------- ------- ------- ------- ------- ------- -------
Profit for the -
period - - - - 10,194 10,194 129 10,323
Other
comprehensive
income/(loss) in
the period - - - (1,556) - 1,315 (241) - (241)
------ ------ ------- ------- ------- ------- ------- ------- -------
Total net
comprehensive
income in the
period - - - (1,556) - 11,509 9,953 129 10,082
Treasury shares
issued 194 194 - 194
Share based
payment - - - - -
Acquisition of
non-controlling
interests - - - - - 228 228 (228) -
Equity dividends -
paid - - - - (1,677) (1,677) (414) (2,091)
------ ------- ------- ------- ------- ------- ------- ------- -------
At 31 December 50 - 100,965
2013 55,557 (123) 6,950 38,531 106 101,071
------ ------- ------- ------- ------- ------- ------- ------- -------
Profit for the -
period - - - - 7,855 7,855 76 7,931
Other
comprehensive loss
in the period - - - (1,881) - (1,665) (3,546) - (3,546)
------ ------- ------- ------- ------- ------- ------- ------- -------
Total net
comprehensive
(loss)/income in
the period - - - (1,881) - 6,190 4,309 76 4,385
Acquisition of
treasury shares - - (402) - - - (402) - (402)
Treasury shares
issued - - 525 - - (525) - - -
Share based
payment - - - - - 175 175 - 175
Equity dividends
paid and payable - - - - - (5,035) (5,035) (97) (5,132)
------ ------- ------- ------- ------- ------- ------- ------- -------
At 30 June 2014 55,557 50 - 5,069 - 39,336 100,012 85 100,097
------ ------- ------- ------- ------- ------- ------- ------- -------
Notes to the accounts
1. Basis of preparation
The condensed interim financial statements have been prepared in accordance
with IAS34 "Interim Financial Reporting" and the Disclosure and Transparency
Rules of the Financial Conduct Authority.
In addition, except for the adoption of new standards effective from 1 January
2014 as noted below, the interim condensed 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 2013.
A number of new standards were effective from 1 January 2014 and have been
applied in preparing these interim financial statements, including IFRS 10
"Consolidated Financial Statements", IFRS 11 "Joint Arrangements" ("IFRS 11"),
IFRS 12 "Disclosure of Interests in Other Entities", IAS 27R "Separate
Financial Statements" and IAS 28R "Investments in Associates and Joint
Ventures". With the exception of new disclosures expected in the Group's
Annual Report and Accounts and the adoption of IFRS 11, the application of new
standards effective from 1 January 2014 have not had an impact on the Group's
financial statements.
IFRS 11 establishes a principle that applies to the accounting for all joint
arrangements, whereby parties to the arrangement account for their underlying
contractual rights and obligations relating to the joint arrangement. On
adoption of this standard the Group's existing joint ventures, which were
previously accounted for by recognizing the Group's share of the assets,
liabilities, revenue and expenses relating to the joint venture, are now
accounted for using the equity method. Although a number of line items within
the Group Income Statement, Group Balance Sheet and Group Cash Flow have been
restated for the 6 months ended 30 June 2013 and the year ended 31 December
2013, profit for the period and total equity of the Group are unaffected. The
more significant changes within the Group Income Statement relate to
reductions in revenues plus operating profit before tax and finance costs of
GBP573,000 and GBP63,000, respectively, with an increase of GBP48,000 in the share
of results of associates and joint ventures accounted for using the equity
method. Within the Group Balance Sheet the more significant changes at 31
December 2013 relate to reductions in intangibles of GBP437,000 (30 June 2013:
GBP505,000), trade and other receivables of GBP781,000 (30 June 2013: GBP566,000),
cash and short term deposits of GBP506,000 (30 June 2013: GBP504,000) plus trade
and other payables and GBP1,004,000 (30 June 2013: GBP993,000), respectively, with
an increase in investments accounted for using the equity method of GBP733,000
(30 June 2013: GBP599,000). There was no impact on the Group Statement of
Comprehensive Income or the Group Statement of Changes in Equity.
As noted in the Group's 2013 Annual Report and Accounts certain of the Group's
New Media businesses have been identified as being non-core to the future
strategy of the Group and significant steps have been taken to exit from these
activities. Consequently and similar to the 2013 annual accounts the Group
Income Statement for the 6 months ended 30 June 2013 has been restated to
reflect the classification of these businesses as discontinued operations.
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 2012 does
not constitute statutory accounts within the meaning of Section 434 of the
Companies Act 2006 and has been extracted from the Group's 2013 Annual Report,
which has been filed with the Registrar of Companies. The report of the
auditors on the accounts contained within the Group's 2013 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 three principal areas of activity - radio in GB, radio
in Ireland and commercial television. These three 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.
As outlined in the 2013 Report and Accounts, the Group's strategy was refined
to focus predominately on broadcasting and to exit from non-core activities,
all of which resided within the New Media division, a fourth operating segment
previously reported on within the Group. These non-core activities have been
classified as discontinued operations. Tibus and Simply Zesty, the continued
activities which previously resided within the New Media operating segment,
have been incorporated within the Television operating segment.
The figures for the six months ended 30 June 2013 have been restated to
reflect the reclassifications of operations as discontinued and the adoption
of IFRS11 as outlined in note 1, together with the change in segments noted
above.
Revenue
Six months ended 30 June 2014
Radio
Radio GB Ireland Television Total
GBP000 GBP000 GBP000 GBP000
Sales to third parties 28,485 10,287 19,009 57,781
Intersegmental sales 289 586 1,493 2,368
------- ------- ------- -------
28,774 10,873 20,502 60,149
------- ------- ------- -------
Six months ended 30 June 2013
Radio
Radio GB Ireland Television Total
(restated) (restated) (restated)
GBP000 GBP000 GBP000 GBP000
Sales to third parties 23,734 9,770 17,732 51,236
Intersegmental sales 269 630 1,088 1,987
------- ------- ------- -------
24,003 10,400 18,820 53,223
------- ------- ------- -------
Results
Six months ended 30 June 2014
Radio
Radio GB Ireland Television Total
GBP000 GBP000 GBP000 GBP000
Segment operating
profit 6,112 2,533 4,376 13,021
------- ------- -------
Central costs (1,971)
Income from Joint
Ventures and
Associates 142
-------
Profit before tax and
finance costs 11,192
Net finance cost (1,257)
Foreign exchange gain 27
-------
Profit before taxation 9,962
-------
Results
Six months ended 30 June 2013
Radio
Radio GB Ireland Television Total
(restated) (restated) (restated) (restated)
GBP000 GBP000 GBP000 GBP000
Segment operating
profit 2,359 2,066 4,397 8,822
------- ------- -------
Central costs (1,001)
Income from Joint
Ventures and
Associates 110
-------
Profit before tax and
finance costs 7,931
Net finance cost (1,614)
Foreign exchange loss (172)
-------
Profit before taxation 6,145
-------
3. Exceptional tax charge
30 June 30 June
2014 2013
GBP000 GBP000
Exceptional tax charge - (1,425)
------- -------
In the finance bill published on 13 February 2013, the rate of
corporate capital gains tax in the Republic of Ireland was increased from 30%
to 33%. The exceptional tax charge of GBP1,425,000 in 2013 arises from the
restatement of the relevant deferred tax assets and liabilities to reflect
this.
5. Dividends
30 June 30 June
2014 2013
GBP000 GBP000
Equity dividends on ordinary shares
Declared at the AGM during the period
Final for 2013: 5.25p (2012: 5.25p) 5,035 5,001
------- -------
Proposed but not recognised as a liability at 30 June
Interim for 2014: 1.82p (2013: 1.75p) 1,745 1,677
------- -------
The final dividend for 2013 was paid on 15 July 2014 (2013: 15 July 2013).
6. Earnings per share
Basic earnings per share are 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 and the impact of net finance costs under IAS 19
"Employee Benefits (Revised)". This calculation uses the weighted average
number of shares in issue during the year.
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
and the impact of net finance costs under IAS 19 "Employee Benefits
(Revised)". 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
30 June 2014 30 June 2013
Continuing Discontinued Continuing Discontinued
Operations Operations Total Operations Operations Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Net profit/(loss)
attributable to
equity holders 7,916 (61) 7,855 3,346 (67) 3,279
Adjustments to net
financing costs 93 - 93 258 - 258
Exceptional items - - - 1,425 - 1,425
------ ------ ------ ------ ------ ------
Total adjusted and
diluted profit
attributable to
equity holders 8,009 (61) 7,948 5,029 (67) 4,962
------- ------- ------- ------- ------- -------
Weighted average number of shares
2014 2013
thousands thousands
Shares in issue 95,903 95,903
Weighted average number of treasury shares (29) (593)
------- -------
Weighted average number of shares for basic and
adjusted earnings per share (excluding treasury
shares) 95,874 95,310
Effect of dilution of the Long Term Incentive Plan 824 536
------- -------
96,698 95,846
------- -------
Earnings per share
2013 2012
(restated)
From continuing operations
Basic 8.26p 3.51p
------- -------
Diluted 8.19p 3.49p
------- -------
Adjusted 8.35p 5.28p
------- -------
Diluted adjusted 8.28p 5.25p
------- -------
From continuing and discontinued operations
Basic 8.20p 3.44p
------- -------
Diluted 8.13p 3.42p
------- -------
Adjusted 8.29p 5.21p
------- -------
Diluted adjusted 8.22p 5.18p
------- -------
From discontinued operations
Basic (0.06)p (0.07)p
------- -------
Diluted (0.06)p (0.07)p
------- -------
Adjusted (0.06)p (0.07)p
------- -------
Diluted adjusted (0.06)p (0.07)p
------- -------
6. Property, plant and equipment
During the period the Group spent GBP1,627,000 (2013: GBP1,009,000) on
capital additions.
7. Financial instruments
The Group's principal financial instruments comprise bank loans and
cash and short-term deposits. The main purpose of these financial instruments
is to raise finance for the Group's operations. The Group has various other
financial assets and liabilities, such as trade receivables and trade
payables, which arise directly from its operations. Contingent consideration
arises in respect of the acquisition or disposal of businesses.
Set out below is a comparison by category of carrying amounts and
fair values of the Group's financial assets and liabilities, excluding trade
receivables and payables, that are carried in the financial statements.
30 June 2014 30 June 2013 31 December 2013
Carrying Fair Carrying Fair value Carrying amount Fair value
amount value amount
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Financial assets
Cash and short term
deposits 13,906 13,906 8,562 8,562 10,185 10,185
Contingent
consideration 375 375 - - - -
------ ------ ------ ------ ------ ------
14,281 14,281 8,562 8,562 10,185 10,185
------- ------- ------- ------- ------- -------
Financial
liabilities
Interest-bearing
loans and
borrowings 57,384 57,384 59,271 59,271 59,805 59,805
Contingent
consideration - - 1,460 1,460 - -
------ ------ ------ ------ ------ ------
57,384 57,348 60,731 60,731 59,805 59,805
------- ------- ------- ------- ------- -------
Contingent consideration receivable relates to amounts due in
respect of the disposal of certain of the Group's New Media businesses during
the 6 months ended 30 June 2014. The fair value of these amounts is measured
using the present value of the probability-weighted average of pay out
associated with each possible outcome of customer profitability or migration
milestones achieved under the related disposal agreements. The range of
possible outcomes in respect of these arrangements is considered by the
Directors to not be materially different from their fair values at 30 June
2014. Changes in the fair value of these amounts during the 6 months ended 30
June 2014 are not material to the Group Income Statement.
The bank loans at 30 June 2014 are stated net of deferred financing
costs amounting to GBP618,000 (30 June 2013: GBP842,000; 31 December 2013:
GBP730,000).
The Group's bank facilities comprise a GBP65m Revolving Credit
Facility and a EUR25m Term Loan Facility which mature in May 2017. The Term Loan
Facility has bi-annual repayments of EUR2.5m in June and December of each year.
The fair value of contingent consideration payable, which arose on
the acquisition of Simply Zesty Limited in March 2012, was measured using the
present value of the probability-weighted average of pay out associated with
each possible outcome of EBITDA achieved under the related earn out agreement.
The Group's obligations in respect of this arrangement were fully settled
during 2013, with the movement in the accrued contingent consideration during
2013 as follows:
GBP000
At start of period 1,460 2,888
(Gains)/losses recognised in the Income Statement:
- Re-measurement of fair value - (268)
- Gains arising on settlements (1,460) (1,131)
- Finance cost - 22
- Foreign exchange gain - 149
Settlement payment - (200)
------ ------
At end of period - 1,460
------ ------
The Group uses the following hierarchy as set out in IFRS 7
"Financial Instruments: Disclosures" and IFRS 13 "Fair Value measurement" for
determining and disclosing the fair value of financial instruments by
valuation technique:
- Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
- Level 2: other techniques for which all inputs which have a
significant effect on the recorded fair value are observable, either directly
or indirectly; and,
- Level 3: techniques which use inputs which have a significant
effect on the recorded fair value that are not based on observable market
data.
The fair value of contingent consideration arising on acquisitions
and disposals of businesses is considered by the Directors to fall within the
level 3 fair value hierarchy. There have been no transfers between level 1, 2
or 3 of the hierarchy during the current and previous years.
9. Pension schemes
The IAS 19 deficit at 30 June 2014 is GBP4,241,000 (30 June 2013:
GBP6,041,000) compared with a deficit of GBP4,598,000 at 31 December 2013. The
small decrease is predominately due the increased funding offsetting the
actuarial increases in the schemes liabilities. During the period, the option
was exercised to transfer properties back to Group from the scheme for an
agreed contribution of GBP1,450,000. In addition, there was a discretionary
employer contribution of GBP1,209,000.
10. 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
2013 has not changed. There has been no significant related party transactions
in the six month period ended 30 June 2014.
Risks and uncertainties
The 2013 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 2014.
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
26 August 2014
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 2014 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 11. 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 Conduct 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 2014 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 Conduct Authority.
Ernst & Young LLP
Belfast
26 August 2014
END
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