TIDMZIN
RNS Number : 9422S
Zinc Media Group PLC
15 March 2019
15 March 2019
Zinc Media Group plc
("Zinc Media" or the "Company")
Unaudited Interim Results for the six months ended 31 December
2018
Zinc Media Group plc, the TV and multimedia content producer,
today announces its unaudited interim results for the six months to
31 December 2018.
Highlights
-- Half year revenues increased year-on-year
-- Tern Television continues to perform strongly
-- Sustained growth in international TV series
-- Order book in TV at GBP20.5m
-- Adjusted EBITDA profit at the half year which is expected to
increase for the full year, due to the traditionally busier second
half
-- Mark Browning appointed as new CEO and Will Sawyer started as CFO
-- Zinc Media demonstrated its strength as one of the UK's
leading 'Nations and Regions' producers with significant
commissions in Manchester, Bristol, Glasgow, Aberdeen and
Belfast
Financial Performance
-- Group revenues of GBP9.86m (H1 18: GBP9.76m)
-- Gross margin of 32.8 per cent. (H1 18: 33.0 per cent.)
-- Adjusted EBITDA of GBP0.01m (H1 18: GBP0.24m) *
-- Diluted loss per share 0.05p (H1 18: diluted earnings per share of 0.01p)
-- Cash of GBP2.12m (H1 18: GBP3.69m)
-- Tern Television first year earnout paid from existing cash
resources and through the issue of shares
-- GBP0.1m conversion of preference shares completed during the period
Operational Performance
-- Current TV commissioned order book at GBP20.5m (H1 18:
GBP14.4m) which, together with the current sales pipeline, gives a
basis for confidence in the outlook for the full year.
-- Management expect adjusted EBITDA to be higher in the
traditionally busier second half of the year.
-- Significant commissions won in all six production bases -
three bases in England, two in Scotland and one in Northern
Ireland.
-- Zinc Media is ideally placed to capitalise on the significant
growth in the production market out of London in the 'Nations and
Regions'. UK TV broadcasters have adopted Nations and Regions
quotas and targets, the BBC has invested GBP19m in a new channel,
BBC Scotland, and Channel 4 will soon be opening offices in Leeds,
Bristol and Glasgow.
-- Strategic shift in TV programming continues, with a move
towards higher value series for both UK and international
broadcasters and less reliance on one-off lower value
commissions.
-- Action taken to address lag in the period in Popular Factual
TV by reducing fixed overhead base. The performance of the Popular
Factual division mirrors the UK market trend away from heavily
formatted factual to more access driven and talent led content
.
-- Publishing division continues to trade profitably.
-- Mark Browning appointed as CEO and Will Sawyer appointed as
CFO in the period. Providing a strong and experienced team to build
Zinc Media's ambitions in the TV and digital markets, particularly
given Mark's vast experience in the field.
-- David Galan moving from CEO to a non-executive role from
April 2019, retaining his knowledge and experience of the
Group.
* Adjusted EBITDA defined as EBITDA before share based payment
charges and exceptional items.
Outlook
Our strategy for the last few years has been to move towards
bigger budget series, in both the UK and international markets. We
are currently in production on several big budget international
commissions, particularly for National Geographic. Whilst the start
of some of these projects was somewhat delayed, impacting our first
half results, we strongly believe that this type of work is key to
our future and demonstrates our credentials and ability to play in
the international arena.
The current year TV order book for this financial year stands at
GBP20.5m, relating to TV content which is commissioned and already
recognised or expected to be recognised within the current
financial year. The Board considers the order book in the majority
of the TV divisions to be strong and to provide a solid foundation
for future growth. The Group has historically experienced a revenue
weighting towards the second half of the financial year, which
will, as a result of the delays outlined above, be more pronounced
in the current financial year. Whilst there are still programme
commissions to be won over the next few months, given the size of
the current TV order book the Board expects the Group to be
adjusted EBITDA positive for the full year.
The UK TV market remains challenging; we mitigate against these
pressures by focusing on key UK commissioner relationships,
developing UK returnable series ideas on which we retain the
distribution rights and securing more international work. Our
recent co-production with a new SVOD (streaming video on demand)
customer, Love Nature, in North America, demonstrates our ability
to diversify and expand into international markets.
The Group's focus over the coming months will be to continue the
conversion of its pipeline into commissions and to ensure that as
much production activity as possible falls into the current
financial year, whilst also building a strong pipeline into the
next financial year. Our new CEO, Mark Browning, joins the Group in
April and the Group looks forward to utilising his industry
contacts and experience to expand existing relationships in the UK
and to develop new international relationships, markets and
products.
David Galan, CEO, commented:
"Despite a disappointing performance in one of our TV units, the
other TV units, including our latest acquisition, Tern Television,
continue to trade well and we continue to see results in our
strategy to secure a higher mix of longer running series and
international revenues. We expect this year to be second half
weighted and have a contracted order book underpinning this
expectation"
For further information, please contact:
Zinc Media Group plc +44 (0) 20 7878 2311
Peter Bertram, Chairman
David Galan, Chief Executive Officer
Will Sawyer, Chief Financial Officer
www.zincmedia.com
N+1 Singer (NOMAD and Broker to Zinc Media Group plc) +44 (0) 20
7496 3000
Mark Taylor / Lauren Kettle (Corporate Finance)
Mia Gardner (Corporate Broking)
Peterhouse Corporate Finance Limited (Joint broker) +44 (0) 20
7469 0932
Martin Lampshire / Duncan Vasey / Eran Zucker
Chairman's Statement
The re-shaping, streamlining and future proofing of the Group
has continued in the first half of the year. Our strategy to focus
on the TV business, and in particular to secure more longer running
series with higher production values and to position ourselves as a
major 'Nations and Regions' operator continues to gain traction.
Our business mix is now radically different to that of a few years
ago, with our out of London businesses contributing significantly
to Group turnover and margins. We see that trend continuing and our
strategy is necessary to adjust to changing broadcaster demands.
Whilst the performance of our Popular Factual unit has been a drag
on profitability, we are pleased with the performance of our recent
acquisition of Tern Television and the other parts of the TV
business.
TV continues to be the most significant area of the business,
representing over 80 percent of Group revenues at the half
year.
We expect to deliver full year profitability at the adjusted
EBITDA level, for the third year running. Whilst the levels of
profitability are still below our ambitions, we believe that the
foundations are in place for future growth and the business is
positioned as one of the industry leaders in the independent TV
production sector. We are continuing to adjust and reduce our TV
overhead base to ensure that the business can deliver profitability
from lower revenue levels, although our strategy remains to grow
revenues through securing a mix of business with longer running,
repeatable programmes with international appeal and for
international customers.
Significant changes have also been made and are being made to
the senior management structure of the Group. As recently
announced, David Galan is stepping down as CEO to pursue business
opportunities in a different sector and moving to a non-executive
role. Mark Browning joins as our new CEO in April this year and we
are delighted to have one of the most experienced executives in the
TV production industry join the Group. His track record at ITN
Productions, where he was most recently CEO, is directly relevant
to Zinc Media. We are delighted to have welcomed Will Sawyer, who
worked directly with Mark as CFO of ITN Productions, as our new CFO
during the period. Will has settled in well and made an immediate
positive impact on the business. We also welcomed Harry Bell, the
Managing Director of Tern Television, to the Board. We believe that
these changes position Zinc as one of the most experienced and
strongest TV businesses in the sector, with the ability to deliver
significant future growth.
While the majority of the Group's TV units performed in line
with management expectations, the small adjusted EBITDA profit
shown at the half year reflects difficult trading in our London
based Popular Factual Division, which predominantly comprises the
Group's restructured Reef Television business. We have made
management changes in the unit and more generally are reducing the
fixed overhead base in our London business. The other TV units
performed in line with management expectations. Based on our
current order book and sales pipeline management expects adjusted
EBITDA to be positive for the full year.
As 'out of London' commissioning grows, due to industry level
decisions to commission more from the Nations and Regions, we are
reacting by reducing our London overhead base and investing in our
'out of London' business. We believe we are one of the best placed
'indies' to capitalise on this trend.
Finally, the Board would like to thank all our employees for
their professional and dedicated work across the Group.
CEO's Statement
The highlights of the first half have been the continued strong
performance of our most recent acquisition, Tern Television, and
significant new TV commissions for big budget programmes for
international broadcasters. We are currently in production on more
commissions worth over GBP1 million in revenue to the Group than
ever before. Whilst the sales cycle for these higher value orders
can be protracted, and therefore timing can impact negatively on
short term revenues and margins, we continue to believe that this
type of business is the right type to pursue.
Industry policy decisions made by the domestic broadcasters have
meant that the major UK TV broadcasters are increasing their
commissioning outside of London and reducing the business awarded
to London indies. Strict Nations and Regions quotas and targets are
now in place and are having significant repercussions across the
industry. Against this backdrop we strongly believe our decision to
acquire Tern Television, bringing with it a presence in Scotland
and Ireland, was the right one and have also invested in expanding
our capacity in our Manchester TV business, Blakeway North, and we
have opened a Bristol office. The investment has mainly taken the
form of hiring new talent and although this investment impacted
margins in the first half we are confident it will deliver results
in the future.
Our TV business is now structured as three London units,
Specialist Factual, Documentaries and Popular Factual, a Manchester
business, Blakeway North, a new Bristol business, Blakeway West and
Tern Television with offices in Glasgow, Aberdeen and Belfast. In
addition to our TV business, we have Zinc Communicate, our Digital
Division in London, and our remaining publishing business in
Macclesfield. Specialist Factual, Documentaries, Blakeway North and
West and Tern Television all traded strongly or in-line with
management expectations during the first half. Popular Factual was
significantly below expectations. Popular Factual consists
primarily of the former Reef Television business. Reef was
historically very dependent on Channel 4 and specialised in a genre
of programme that Channel 4 has moved away from. Therefore, we are
re-establishing Popular Factual in different genres and with new
customers. Whilst we have had some successes in this regard, and
the Popular Factual unit is now making programmes in new genres for
new customers, it has not yet experienced the volume required to
achieve profitability. A restructuring exercise has been
implemented to reduce overheads in the division to reduce losses
and plan a path back to profitability.
Highlights in the TV division were big budget series commissions
from National Geographic for both the Documentaries and Specialist
Factual divisions. Both series have the potential to be returnable
and firmly mark our abilities and credentials on the international
stage. Tern Television was awarded a raft of series commissions for
the new BBC Scotland channel which is launching this year, as well
as several new commissions with Channel 4. Tern has continued on
its growth trajectory and is now active for both network, regional
and international markets. Blakeway North continued to build on its
reputation for long running series such as 'Bargain Brits' and 'The
People's Vet' and has invested in further expansion through new
talent hires at the executive producer level. Our new Bristol
office, Blakeway West, is focussing on our growing reputation for
blue chip nature and natural history programming and is already
busy in production on multiple programmes.
The Digital division specialises in corporate social
responsibility (CSR) and educational communication campaigns. The
markets in these areas have been difficult as corporate spend in
CSR and education is often the first to be cut when the economic
environment becomes challenging or uncertain. Against this backdrop
we are disappointed to report that Transport for London (TfL) has
chosen not to continue with Children's Traffic Club (CTC), our
educational road safety programme for young children in London.
This contract, which we have operated for over a decade and has won
multiple awards, has made a major impact in reducing child road
fatalities in London but has been terminated due to budgetary
constraints at TfL. We are working hard to seek a new sponsor and
corporate partner for this important campaign.
This TfL contract represented approximately 50 percent of the
Digital division's revenues. and, as a result of its loss, a
restructuring exercise has commenced to reduce the cost base
accordingly and to focus on securing new clients and replacement
sponsors for CTC. The division has had some notable new client
wins, including a partnership with Kidzania and HS2. The
longer-term strategy is to secure both new clients and a broader
mix of work from existing clients, building on our niche CSR and
educational credentials to move into what we view as the more
lucrative mainstream digital markets, with a focus on short form
corporate video communications and branded content.
The Publishing division remains profitable and, whilst the LABC
contract remains the most significant part of the business, it has
been awarded the contract to publish a suite of directories for the
RIBA for the second year running.
Our new CEO, Mark Browning, one of the most experienced
executives in the TV production industry, is joining the business
in April this year, at which point I am stepping in to a
non-executive role. I will be working closely with Mark and Will to
ensure a smooth transition. When I joined Zinc three years ago the
business was active in multiple different areas, with a large loss
making B2B print publishing business, spread across multiple
business units and locations. We have worked hard to restructure
and re-shape the business, with today's business predominantly
focussed on TV production.
I strongly believe that it is the right time for the business to
have a CEO directly from the TV industry. Mark grew ITN Productions
from a fledgling business into a large and successful player and
brings business development expertise through high level
broadcaster contacts and relationships, together with a detailed
operational focus on margins and efficiency. I believe that Mark is
the ideal appointment to execute the Group's next stage of growth
and development.
BUSINESS OVERVIEW
Television Division
TV production now represents over 80% of our business by
revenue. Our strategy in the TV division continues to be to expand
our position as a major independent TV production company. We
believe that being a larger TV group will provide the opportunity
to capitalise on the more lucrative international marketplace as
the Group will have more creative breadth, produce content in a
wider range of factual genres, and have more production resource
and increased relationships with international commissioners and
broadcasters.
We are positioned as one of the largest 'indies' that has a
significant 'Nations and Regions' footprint. The domestic TV market
remains challenging and we believe that our position as one of the
largest 'Nations and Regions' indies puts us in the best possible
position to grow revenues and profitability in the domestic market.
This would not be possible in our view if we were purely London
based. Consistent with this view, we are achieving strong trading
in Tern Television and investing in expanding our Blakeway North
operation in Manchester and our newly opened Blakeway West business
in Bristol. As detailed at the previous year end, we have
restructured our London TV business into genre-based units,
Specialist Factual, Documentaries and Popular Factual.
In line with the shift in domestic business towards the Nations
and Regions, including new higher quotas for out of London
production from domestic broadcasters, we continue to reduce our
London TV overheads. Other than the cost of our people, our London
premises cost is by far the largest overhead. We have taken steps
to reduce this and have recently sub-let approximately 25% of our
London office.. Our lease on our central London office expires in
2020 and we will consider our options to reduce our property costs
further from this point.
We were happy with the trading results delivered by all of the
TV units, with the exception of the Popular Factual unit which
delivered a disappointing performance. The re-building of this
division (previously Reef Television) has taken longer than we
expected. The team has worked extremely hard to reinvent and
reposition the Popular Factual business and has demonstrated
resilience in changing the type of programming that it used to be
known for. From an almost entirely daytime and 'heritage Britain'
style of programming, the unit has won two series commissions in
the crime and emergency services genres. We are hopeful that these
series will be recommissioned and represent a platform on which the
unit can build. We have reduced overheads in this unit and are
confident that the worst performance is behind us.
Recognising that public service broadcaster budgets for
programme spending have been under pressure, we have been reacting
to this over the past few years by reducing the Group's reliance on
these revenue streams and through developing new domestic
broadcaster relationships. We have reduced our historic reliance on
the BBC and Channel 4 and now also undertake significant work for
ITV, Channel 5, Sky and others. We also count National Geographic
as a major customer and are starting to gain traction in the SVOD
market with a significant commission from Love Nature. In the
international markets, alongside National Geographic and Love
Nature, we have also worked for HBO, ARTE and Smithsonian. We are
in regular dialogue with and pitch work to Netflix and believe that
the SVODs will become an increasingly important customer segment
for us in the future.
Overall, the TV division is in healthy shape for growth with
strong talent in each company and a diverse pipeline. We are
pursuing a strategy of higher budget programming (through
co-productions or series) to help drive profitability and are
continually focussed on content that will sell well
internationally.
Tern Television
Tern is busy on all fronts with over 20 different titles
currently in production and the Glasgow and Belfast offices at full
capacity. Tern Glasgow is expanding to another floor in their
office building to assist expansion and renovation is scheduled for
Spring 2019.
Approximately 95% of Tern's internal budget for the financial
year is already commissioned.
Tern is also in good shape for the 2020 financial year with two
big recent Channel 4 commissions: 'Bones' and another 'blue light'
series that together are worth over GBP2m, capitalising on
'Emergency Helicopter Medics series 3'. Tern is confident of being
in pole position to benefit from the BBC and Channel 4's 'out of
London' commissioning policies. With the success of a co-production
with the Popular Factual unit in London, 'Critical Incident' for
BBC via Tern Belfast, there should be other opportunities to
maximise Group value via Nations offices.
Highlights:
-- 'Emergency Helicopter Medics series 2 & 3' - this
returning hit brand for More 4 is now delivering series 2 for the
channel, due to transmit in March, with series 3 going straight
into production. It has also had a 'halo effect' for other
commissions from the Channel 4 group.
-- A new trauma rescue series - commissioned for Channel 4 as a
10-part series as a companion to Tern's other hit series for the
channel 'Emergency Helicopter Medics'.
-- 'From Hell series 3' - Channel 4's hit 9pm brand is returning
via Tern Belfast with 'Holidays from Hell' and 'Roads from
Hell'.
-- 'Britain's Wildest Weather 4 2019' is also re-commissioned via Tern Glasgow.
-- 'Great British Road Journeys', reuniting the stars of All
Creatures Great and Small, Christopher Timothy and Peter Davison,
was recently Channel 4's biggest weekend ratings show and
discussions have started for a super-sized re-commission.
-- 'Bones' has recently been commissioned as an 8 part series by
Channel 4 via Tern Belfast. Its innovative mix of new science (via
forensics and DNA) and history (via archaeology) has attracted
considerable pre-sales.
Blakeway North
Blakeway North, our regional indie based in Manchester, is
taking full advantage of the pressure on domestic broadcasters to
produce from the regions. The strategy is to grow this business
through hiring new talent at the executive producer level, to be
able to win and deliver a higher volume of commissions. Blakeway
North has continued to exploit a variety of markets, from
Children's Television at the BBC through to winning tenders for
commercial enterprises like The Tate Liverpool. Most recently it
won a series from another new digital client, BBC Learning.
Series 4 of 'Bargain Loving Brits' for Channel 5 has delivered
consistently high audiences so there is an expectation of a
recommission, but the team has also been developing other
returnable series ideas for the Channel. Blakeway North also picked
up some high profile awards for its work, including The Japan Prize
2018 and an International Emmy Nomination 2018 for 'Nikki Lilly'
and Best Independent Production Company 2018 in the Prolific North
Awards.
Specialist Factual
This unit has continued to grow with a particular focus on
natural history, history and archaeology. To capitalise on the
trend for regional production and a highly skilled pool of
available talent in the genres that the business is active in, the
Specialist Factual unit has opened a regional office in Bristol.
The Bristol team is already in production on several series
including 'The Wonderful World of Baby Animals', a six-part series
for Channel 5, and we are optimistic about our plan to grow a
significant business here. We are keeping the overheads as low as
possible in the initial stages of its growth.
Business relationships are particularly strong with National
Geographic Channel and Channel 5.
A new business relationship has been established with the North
American streaming video on demand (SVOD) operator, Love Nature,
and they have commissioned, as a co-production with ARTE, a 4-part
series, 'The Farm' for international distribution. This is the
first commission for an international SVOD and will also be
produced by the Bristol office.
There has also been an emphasis on working with talent - Tony
Robinson for Channel 5 on a 4-part series for Channel 4, 'History
of Britain', and Albert Lin for National Geographic in a five-part
series, 'Lost Cities'. Both are expected to yield
recommissions.
Documentaries
This unit has been reshaped by moving a number of executive
producers from other divisions to facilitate more cross division
working (part of the strategy to enable the Group to win larger
commissions). This has resulted in a co-commission for Lucy van
Beek (Specialist Factual) and Emma Hindley for a drama-doc 3-part
series for Channel 5: 'Henry VIII'. We hope to build on such
collaborations in the coming year.
Norma Percy delivered her 3-part Europe series to BBC 2 amid
great critical acclaim. Nigeria's Stolen Daughters was delivered to
HBO and we are in production with another 75-minute documentary,
fully funded by HBO.
The unit has steadily built its slate of 'feature docs' which
have attracted multiple international co-production partners. These
include 'Brexit Behind the Scenes', a 2-part series for the BBC,
ZDF ARTE, NRK and others. 'Gaddafi's Missing Millions' for BBC,
VPRO and ARTE and, 'Blasphemy' for BBC, ARTE and Scandinavian
broadcasters.
There has also been a successful building of relationships with
National Geographic, resulting in a six-part series 'World War II
from Space'.
Popular Factual
The Popular Factual unit has undergone a significant
restructuring exercise reducing costs and overheads. This unit,
which consists mainly of the former Reef Television business, was
heavily dependent on a particular genre of daytime television and
on one customer, Channel 4. When Channel 4 refocussed under new
management, Reef lost many of its long-running series and had to
develop new genres and customer relationships. Ann Walsh and Rachel
Platt, are driving the business, focusing on longer running feature
series. In the first 6 months they have won a series, 'Code Zero',
with Channel 5 (a new client for them) which has moved them into
peak scheduling from their original daytime expertise. They have
also won another potentially long running series for BBC Daytime,
'Critical Incident', in a co-production with Tern Television in
Belfast. The strategy is to continue to build business through
co-productions with other parts of the Group who have offices in
the Nations and Regions.
Digital Division
The Group's digital division, Zinc Communicate, experienced
challenges this period as many clients and potential clients delay
making decisions around their traditional CSR (corporate social
responsibility) budget spend in this uncertain economic climate. In
order to reduce the impact, Communicate is diversifying its product
offering with a fresh focus on engaging with direct 'social
purpose'; creating content that communicates the broader alignment
with the client's business portfolio, its vision and social values
to all its stakeholders.
The Children's Traffic Club (CTC) exemplifies this and was
Communicate's largest contract, managed on behalf of TfL (Transport
for London), solely focussing on delivering an education programme
for under 5s and their families. We recently received a Prince
Michael Road Safety Award in recognition of CTC's contribution
toward TfL's Vision Zero, linked to the promotion of active travel
and improvement in air quality. It was also recognised for
embracing innovation and technology with potential use worldwide.
Unfortunately, due to budget constraints, TfL will not be renewing
this contract once it expires in the second half of the financial
year. Communicate does run a road safety product range outside of
the TfL contract and will seek to secure replacement partners in
place of TfL for this very important product; important both for
the amazing results it achieves in terms of reducing child road
fatalities and the significance of the contract to Communicate.
Communicate is delighted to have signed an exclusive partnership
with the Kidzania Group, a global brand delivering immersive
experiences for young people. The collaboration serves to enhance
the division's relationship with Kidzania's existing partners in
the UK and internationally, such as Shell, Nintendo, The National
Space Centre and Al Jazeera News Agency.
The division delivered a much-acclaimed short form film and
campaign assets for Nationwide Building Society, aimed at engaging
employees to be inspired in their workplace. For BBC Factual,
Communicate delivered a series of five short films for the
#BodyPositivity strand.
The Body Shop Educational Programme was launched at the end of
2018, with the aim of supporting future generations of consumers to
explore the impact of ethical consumerism and sustainable supply
chains on people, product and planet.
After the successful win of HS2, Communicate launched a series
of workshops in schools to enable young people to explore the range
and scope of career opportunities in the rail and construction
industry.
Once again, Communicate was delighted to sign a further 12-month
contract with Siemens, continuing to cement its long-term position
as a trusted education provider and evidencing a successful
collaboration with one of the world's leading engineering
companies.
Publishing Division
The Publishing Division traded in line with management
expectations and continues to be profitable. The business entered a
second year of a contract publishing relationship with the RIBA and
continues to review opportunities for growth and diversification.
The majority of the business continues to be the operation of a
contract with Local Authority Building Control (LABC).
David Galan
Chief Executive Officer
FINANCIAL REVIEW
Income statement
Revenue was GBP9.86m (H1 18: GBP9.76m). The increase is due to
Tern Television, which was purchased midway through the prior year
period, partially offset by lower revenue in the Popular Factual TV
division. TV divisional revenues were GBP8.10m in the first half,
an increase of GBP0.32m on the prior period. The Digital division
generated revenues of GBP0.72m, a decrease of GBP0.19m on the prior
period. The Publishing division delivered static revenues of
GBP0.99m, a decrease of GBP0.04m on the prior period.
Gross margin decreased from 33.0 percent to 32.8 percent in the
period, with operating expenses increasing to 32.7 percent of
revenues (H1 18: 30.6 per cent.). The decrease in gross margin is
due to lower net distribution revenues on recent TV programmes,
which are typically high margin. Operating expenses increased in
the period due to investment in the Popular Factual and Blakeway
North divisions. The Popular Factual division has been restructured
since the period end and the fixed cost base reduced. The
investment in Blakeway North is expected to yield a return in
future periods. We have reduced our London property overheads
through sub-letting approximately 25 per cent of the footprint of
our London premises. This took place towards the end of the period,
so the reduction in overhead will be seen primarily in the second
half.
The Company reported adjusted EBITDA of GBP0.01m (H1 18: profit
of GBP0.24m). Adjusted EBITDA is reported before exceptional items
of GBP0.17m, which is predominantly contingent consideration
treated as a remuneration charge in respect of the Tern Television
earnout. The operating loss was GBP0.59m (H1 18: profit of
GBP0.14m).
The finance charges for the period were static at GBP0.12m (H1
18: GBP0.14m) and reflect the accrued costs on the Company's
outstanding long-term debt obligations. The loss for the period was
GBP0.70m (H1 18: profit of GBP0.10m).
Earnings per share
Basic and diluted loss per share in the period was 0.05p (H1 18:
earnings of 0.01p) and was based on the loss for the period of
GBP0.70m (H1 18: profit of GBP0.10m) with a weighted average number
of shares in issue during the period of 1,380,068,743 basic and
diluted (H1 18: 812,948,299 basic and 819,680,403 diluted).
Adjusted basic and diluted loss per share (adjusting for
amortisation, restructuring, share based payment charges and
exceptional costs) in the period was 0.01p (H1 18: earnings 0.02p)
and was based on the adjusted loss for the period of GBP0.18m (H1
18: profit of GBP0.14m).
Dividend
No dividend is proposed. The Board considers the Group's
investment plans, financial position and business performance in
determining when to pay a dividend.
Statement of Financial Position
Assets
Total assets of the Group were GBP14.78m (June 18: GBP16.59m)
with the main movements being a decrease in goodwill and
intangibles and cash. The decrease of GBP0.33m in goodwill and
intangibles is a result of the amortisation charge on Reef
Television and Tern Television intangibles. The Group had a cash
balance of GBP2.12m as at 31 December 2018 (June 18: GBP3.55m). The
GBP1.43m decrease relates to the payment of deferred consideration
to the Tern TV shareholders and an increased working capital
requirement in the TV division.
Equity and Liabilities
Total shareholders' equity at the period end was GBP4.70m (June
18: GBP5.38m). Retained losses have risen by GBP0.89m, reflecting
the GBP0.70m loss for the period plus opening balance adjustment
relating to the change in IFRS 15 accounting policy on revenue
recognition of GBP0.19m (see note 3). In the current period
GBP0.10m of preference shares were converted into ordinary
shares.
Current liabilities, consisting of trade, other creditors,
deferred consideration payable and deferred income, are GBP6.01m
(June 18: GBP6.78m). The decrease is driven by a GBP0.76m reduction
in trade creditors.
The repayment date on all the Company's long-term debt
obligations is a bullet repayment on 31 December 2020. The Group
had an outstanding balance on long term debt of GBP3.65m at the
period end (June 18: GBP3.55m), held by two of the Company's
shareholders and with no financial covenants relating to the debt.
Total non-current liabilities total GBP4.08m, including GBP0.19m
deferred contingent consideration (payable as a mix of cash and
shares) in respect of the acquisition of Tern Television. The other
GBP0.50m of deferred consideration in respect of the acquisition of
Tern Television is treated as a current liability.
Comparative information
The Group has adopted IFRS 15 "Revenue from contracts with
customers" for the first time in the results for the six months
ended 31 December 2018. As a result, the Group has changed its
accounting policy for revenue recognition as detailed in note 3.
The cumulative effect of initially applying IFRS 15 is recognised
as an adjust-ment to the opening balance of equity at 1 July 2018.
Therefore, the comparative information has not been restated and
contin-ues to be reported under IAS 18 and IAS 11.
Will Sawyer
Chief Financial Officer
Zinc Media Group plc consolidated statement of
comprehensive income
For the six months ended 31 December
2018
Unaudited Unaudited Audited
------------------------------------------ ---------- ---------- ----------
Half year Half year 12 months
to to to
31 Dec 31 Dec 30 Jun
2018 2017 2018
Notes GBP'000 GBP'000 GBP'000
----------------------------------------- -------------- ---------- ----------
Continuing operations
Revenue 4 9,864 9,763 21,683
Cost of sales (6,628) (6,542) (15,055)
------------------------------------------ ---------- ---------- ----------
Gross Profit 3,236 3,221 6,628
Operating expenses (3,224) (2,985) (6,137)
Adjusted EBITDA 12 236 491
Depreciation & amortisation (408) (275) (711)
Share based payment charge (23) - (74)
Exceptional items 5 (172) 182 (1,264)
Operating (loss) / profit (591) 143 (1,558)
Finance costs (120) (141) (253)
------------------------------------------ ---------- ---------- ----------
(Loss) / profit before tax (711) 2 (1,811)
Taxation 11 94 (44)
------------------------------------------ ---------- ---------- ----------
(Loss) / profit and total comprehensive
income for the period attributable
to equity holders (700) 96 (1,855)
Basic (loss) / earnings per share 6 (0.05)p 0.01p (0.17)p
Diluted (loss) / earnings per share 6 (0.05)p 0.01p (0.17)p
Zinc Media Group plc consolidated statement of financial
position
As at 31 December 2018
Unaudited Unaudited Audited
------------------------------------------ ------- ---------- ---------- -------------
31 Dec 31 Dec 30 Jun
2018 2017 2018
Notes GBP'000 GBP'000 GBP'000
------------------------------------------ ------- ---------- ---------- -------------
Assets
Non-current
Goodwill and intangibles 7 6,807 8,837 7,132
Property, plant and equipment 359 394 355
7,166 9,231 7,487
------------------------------------------ ------- ---------- ---------- -------------
Current assets
Inventories 441 596 333
Trade and other receivables 5,052 4,902 5,224
Cash and cash equivalents 2,120 3,692 3,545
7,613 9,190 9,102
------------------------------------------ ------- ---------- ---------- -------------
Total assets 14,779 18,421 16,589
------------------------------------------ ------- ---------- ---------- -------------
Equity and liabilities
Shareholders' equity
Called up share capital 8 5,928 5,928 5,928
Share premium account 8 30,696 31,162 30,414
Share based payment reserve 129 47 106
Merger reserve 777 27 777
Preference shares 839 934 934
Retained earnings (33,674) (30,830) (32,781)
------------------------------------------ ------- ---------- ---------- -------------
Total equity attributable to equity
holders of the parent 4,695 7,268 5,378
------------------------------------------ ------- ---------- ---------- -------------
Liabilities
Non-current
Borrowings 3,648 3,462 3,548
Contingent consideration 187 887 583
Deferred tax 244 44 300
4,079 4,393 4,431
------------------------------------------ ------- ---------- ---------- -------------
Current liabilities
Trade and other payables 5,452 5,890 5,929
Contingent consideration 500 750 750
Current tax liabilities 6 120 45
Secured finance leases 47 - 56
6,005 6,760 6,780
------------------------------------------ ------- ---------- ---------- -------------
Total equity and liabilities 14,779 18,421 16,589
------------------------------------------ ------- ---------- ---------- -------------
Zinc Media Group plc consolidated statement of cash flows
For the six months ended 31 December 2018
Unaudited Unaudited Audited
Half year Half year 12 months
to to to
31 Dec 31 Dec 30 Jun
2018 2017 2018
GBP'000 GBP'000 GBP'000
------------------------------------------------ ---------- ---------- ----------
Operating activities
Reconciliation of profit to operating cash flows
Loss for the period before tax (711) 2 (1,811)
Add back:
Depreciation 83 49 138
Amortisation & impairment of intangibles 325 726 1,763
Finance costs 120 141 253
Share based payment charge 23 - 74
Gain on revaluation of deferred contingent
consideration - (700) (700)
Contingent consideration deemed remuneration 104 - 487
Gain on disposal of assets - - (6)
------------------------------------------------ ---------- ---------- ----------
(56) 218 198
Increase in inventories (56) (388) (125)
Decrease / (increase) in trade and other
receivables 172 (786) (1,100)
Decrease in trade and other payables (722) (1,487) (1,327)
------------------------------------------------ ---------- ---------- ----------
Cash used in operations (662) (2,443) (2,354)
Finance costs paid (2) - (3)
Tax paid (86) (59) (4)
Net cash flows used in operating activities (750) (2,502) (2,361)
------------------------------------------------ ---------- ---------- ----------
Investing activities
Acquisition of subsidiary undertakings,
net of cash and overdrafts acquired - 116 86
Payment of deferred consideration (563) - -
Purchase of property, plant and equipment (87) (22) (65)
Proceeds on sale of property, plant
and equipment - - 6
Purchase of intangible assets - - (122)
Net cash flows used in investing activities (650) 94 (95)
------------------------------------------------ ---------- ---------- ----------
Financing activities
Net proceeds on issue of ordinary share
capital - 3,122 3,066
Capital repayment of finance lease obligations (9) - (23)
Net cash flows from financing activities (9) 3,122 3,043
------------------------------------------------ ---------- ---------- ----------
Net (decrease) / increase in cash and
cash equivalents (1,409) 714 587
Translation differences (16) 5 (15)
Cash and cash equivalents at beginning
of period 3,545 2,973 2,973
Cash and cash equivalents at end of
period 2,120 3,692 3,545
------------------------------------------------ ---------- ---------- ----------
Zinc Media Group plc consolidated statement
of changes
in equity
For the six months ended 31
December 2018
Share based
Share Share payment Merger Preference Retained
capital premium reserve reserve shares earnings Total equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
July 2018 5,928 30,414 106 777 934 (32,781) 5,378
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Change in
accounting
policies in
respect
of IFRS 15
(note 3) - - - - - (193) (193)
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Restated
balance as at
1 July 2018 5,928 30,414 106 777 934 (32,974) 5,185
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Loss for the
period - - - - - (700) (700)
Total
comprehensive
income - - - - - (700) (700)
Equity
share-based
payments - - 23 - - - 23
Shares issued
in preference
share
conversion - 95 - - (95) - -
Deferred
consideration
paid in shares - 187 - - - - 187
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Total
transactions
with owners of
the
Company - 282 23 - (95) (700) (490)
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Balance at 31
December 2018 5,928 30,696 129 777 839 (33,674) 4,695
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Balance at 1
July 2017 5,926 25,013 47 27 2,909 (30,926) 2,996
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Profit for the
period - - - - - 96 96
Total
comprehensive
income - - - - - 96 96
Equity-settled - - - - - - -
share-based
payments
Shares issued 1 4,285 - - - - 4,286
Expenses of
issue of
shares - (413) - - - - (413)
Conversion of
preference
shares 1 2,277 - - (1,975) - 303
Deferred tax on - - - - - - -
share options
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Total
transactions
with owners of
the
Company 2 6,149 - - (1,975) 96 4,272
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Balance at 31
December 2017 5,928 31,162 47 27 934 (30,830) 7,268
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Balance at 1
July 2017 5,926 25,013 47 27 2,909 (30,926) 2,996
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Loss for the
period - - - - - (1,855) (1,855)
Total
comprehensive
income - - - - - (1,855) (1,855)
Equity
share-based
payments - - 74 - - - 74
Issue of shares
on acquisition - - - 750 - - 750
Shares issued 1 3,506 - - - - 3,507
Expenses of
issue of
shares - (382) - - - - (382)
Conversion of
preference
shares 1 2,277 - - (1,975) - 303
Deferred tax on
share options - - (15) - - - (15)
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Total
transactions
with owners of
the
Company 2 5,401 59 750 (1,975) (1,855) 2,382
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Balance at 30
June 2018 5,928 30,414 106 777 934 (32,781) 5,378
---------------- ------------ ------------- ------------ --------- ----------- ---------- -------------
Notes to the consolidated financial statements
1) GENERAL INFORMATION
The Company is a public limited company incorporated in the
United Kingdom. The address of its registered office is 7 Exchange
Crescent, Conference Square, Edinburgh, EH3 8AN.
The Company is listed on the London Stock Exchange's AIM
Market.
2) BASIS OF PREPARATION
The interim results for the six months ended 31 December 2018
have been prepared on the basis of the accounting policies expected
to be used in the 2019 Zinc Media Group plc Annual Report and
Accounts and in accordance with the recognition and measurement
principles of International Financial Reporting Standards as
adopted by the European Union ('EU') ('IFRS'). The interim results
do not include all the information and disclosures required in
financial statements prepared in accordance with IFRS and should be
read in conjunction with the accounts for the year ended 30 June
2018.
The same accounting policies, presentation and methods of
computation are followed in these interim condensed set of
financial statements as have been applied in the Group's latest
annual audited financial statements, with the exception of the
changes in accounting policies detailed in note 3.
The interim results, which were approved by the Directors on 14
March 2019, are unaudited. The interim results do not constitute
statutory financial statements within the meaning of section 434 of
the Companies Act 2006.
Comparative figures for the year ended 30 June 2018 have been
extracted from the statutory accounts for the Group for that
period, which carried an unqualified audit report, did not include
a reference to any matters to which the auditor drew attention by
way of emphasis of matter, did not contain a statement under
section 498(2) or (3) of the Companies Act 2006 and have been
delivered to the Registrar of Companies.
3) CHANGES IN ACCOUNTING POLICIES
IFRS 9 - Financial Instruments
IFRS 9 has ultimately replaced IAS 39. The standard requires an
entity to classify its financial assets on the basis of the
entity's business model for managing the financial assets and the
contractual cash flow characteristics of the financial asset, and
subsequently measures the financial assets as either at amortised
cost or fair value. The new standard is mandatory for annual years
beginning on or after 1 January 2018 and first application to the
Group's financial reporting is in these accounts for the half year
to 31 December 2018.
The Group has applied the simplified approach to provide for
expected credit losses for all trade receivables prescribed by IFRS
9, which permits the use of the lifetime expected losses. The
adoption of the simplified expected loss approach under IFRS 9 has
not resulted in any material impact to the carrying value of trade
receivables as at 31 December 2018.
Adoption of IFRS 9 has resulted in no material impact to the
accounts.
IFRS 15 - Revenue from Contracts with Customers
IFRS 15 "Revenue from Contracts with Customers" and the related
"Clarifications to IFRS 15 Revenue from Contracts with Customers"
(hereinafter referred to as "IFRS 15") replaced IAS 18 "Revenue",
IAS 11 "Construction Contracts" and several revenue-related
Interpretations.
IFRS 15 is effective from 1 January 2018 and the Group has
adopted IFRS 15 for the first time in the results for the six
months ended 31 December 2018. As a result, the Group has changed
its accounting policy for revenue recognition as detailed
below.
In accordance with IFRS 15, the amount which is expected to be
received from customers as consideration for the transfer of goods
and services to the customer is to be recognised as revenue. In
determining the point of time or over-time criteria, it is no
longer a question of the transfer of risks and rewards but of the
transfer of control over the goods and services to the
customer.
Revenue is derived from television production, television
distribution, publishing and digital production. As explained
below, revenue will continue to be recognised on the same basis as
previously for all types of revenue except television distribution
advances.
Where the Group's performance of its obligations under a
contract exceeds amounts received, accrued income (contract assets)
or a trade receivable is recognised depending on Group's billing
rights. Where the Group's performance of its obligations under a
contract is less than amounts received, deferred income (contract
liabilities) is recognised.
TV - production revenue
Production revenue from contracts with broadcasters comprises
work carried out to produce and deliver television programmes and
broadcaster licence fees. Under IFRS 15 these are combined
performance obligations because the production and licence are
indistinct, and the licence is not the primary or dominant
component of the combined performance obligation. The Group
considers the combined performance obligation to be satisfied over
time as it does not create an asset with an alternative use at
contract inception and the Group has an enforceable right to
payment for performance completed to date.
The Group recognises revenue over time by measuring the progress
towards complete satisfaction of the performance obligation, in
line with transferring control of goods or services promised to a
customer. The Group transfers control of the programme over time,
and costs are incurred in line with performance completed. The
percentage of completion is calculated as the ratio of the contract
costs incurred up until the end of the period to the total
estimated programme cost.
TV - distribution revenue
Distribution revenue comprises sums receivable from the
exploitation of programmes in which the company owns rights and is
received as advances and royalties.
Advances are fixed sums receivable at the beginning of
exploitation that are not dependent on the sales performance of the
programme. They are no longer recognised when contracted, but are
recognised when all the following criteria have been met:
i) an agreement has been executed by both parties; and
ii) the programme has been delivered; and
iii) the licence period has begun.
Royalty revenue is dependent on the sales performance of the
programme and will continue to be recognised when receivable.
Publishing
The two types of revenue, which comprise distinct performance
obligations, are:
1. Publishing: advertising revenue is recognised on the date
publications are dispatched to customers which is when control
transfers.
2. Online: revenue is recognised at the point of delivery or
fulfilment for single/discrete services which is when control
transfers.
Digital
Digital revenue mainly comprises production and design. The
Group considers the performance obligation of each contract to be
satisfied over time as it does not create an asset with an
alternative use at contract inception and the Group has an
enforceable right to payment for performance completed to date.
Recognition of revenue will continue to be by reference to stage of
completion of the specific transaction assessed based on the actual
service provided as a proportion of the total services to be
provided.
Impact on reported numbers
The Group has opted for the modified retrospective method, which
means the cumulative effect of initially applying IFRS 15 is
recognised as an adjust-ment to the opening balance of equity at 1
July 2018. Therefore, the comparative information has not been
restated and contin-ues to be reported under IAS 18 and IAS 11.
Applying IFRS 15 has the following impact on shareholders'
equity as at 1 July 2018:
Statement of financial position as at 1
July 2018
30 Jun 2018 Application 1 Jul 2018
of
IFRS 15
GBP'000 GBP'000 GBP'000
------------------------------ ------------ ------------ -----------
Inventories 333 132 465
Trade and other receivables 5,224 - 5,224
Other assets 11,032 - 11,032
------------------------------ ------------ ------------ -----------
Total assets 16,589 132 16,721
Deferred income 388 326 714
Other liabilities 10,823 - 10,823
------------------------------ ------------ ------------ -----------
Total liabilities 11,211 326 11,537
Retained earnings (32,781) (193) (32,974)
Other equity 38,159 - 38,159
------------------------------ ------------ ------------ -----------
Total equity 5,378 (193) 5,185
------------------------------ ------------ ------------ -----------
Total liabilities and equity 16,589 132 16,721
------------------------------ ------------ ------------ -----------
In the initial year of application, the Group presents revenue
both as reported (applying IFRS 15) and adjusted (applying IAS 18
and IAS 11). The following tables summarize the impact of adopting
IFRS 15 on the Group's consolidated financial statements for the
period ending 31 December 2018.
Income statement
IFRS 15 IAS 18
Half Year Half Year
to to
31 Dec 2018 31 Dec 2018 Adjustment
GBP'000 GBP'000 GBP'000
------------------------------------------ ---------------------------- ------------- ------------
Revenue 9,864 9,751 113
Cost of sales (6,628) (6,547) (81)
------------------------------------------ ------------- ------------- -------------
Gross profit 3,236 3,204 32
Operating expenses (3,224) (3,224) -
------------------------------------------ ------------- ------------- -------------
Adjusted EBITDA 12 (20) 32
Depreciation & amortisation (408) (408) -
Share based payment charge (23) (23) -
Exceptional items (172) (172) -
Finance costs (120) (120) -
Tax 11 11 -
------------------------------------------ ------------- ------------- -------------
Loss for the period (700) (732) 32
------------------------------------------ ------------- ------------- -------------
Statement of financial position as at 31
December 2018
IFRS 15 IAS 18
31 Dec 2018 31 Dec 2018 Adjustment
GBP'000 GBP'000 GBP'000
------------------------------------------ ---------------------------- ------------- ------------
Inventories 441 522 (81)
Other assets 14,338 14,338 -
------------------------------------------ ---------------------------- ------------- ------------
Total assets 14,779 14,860 (81)
Deferred income 1,270 1,383 (113)
Other liabilities 8,814 8,814 -
------------------------------------------ ---------------------------- ------------- ------------
Total liabilities 10,084 10,197 113
Retained earnings (38,369) (38,337) 32
Other equity 33,674 33,674 -
------------------------------------------ ---------------------------- ------------- ------------
Total equity 4,695 4,663 32
------------------------------------------ ---------------------------- ------------- ------------
Total liabilities and equity 14,779 14,860 (81)
------------------------------------------ ---------------------------- ------------- ------------
4) SEGMENTAL INFORMATION
The operations of the group are managed in three principle
business divisions, TV, Digital and Publishing. These divisions are
the basis upon which the management reports its primary segment
information.
Unaudited Unaudited Audited
6 months to 6 months to 12 months to
31 Dec 31 Dec 30 Jun
2018 2017 2018
Revenues by Business GBP'000 GBP'000 GBP'000
Division
---------------------- ------------ ------------ -------------
TV 8,102 7,783 17,598
Digital 717 908 1,864
Publishing 987 1,024 2,132
Central and plc 58 48 89
----------------------- ------------ ------------ -------------
Total 9,864 9,763 21,683
----------------------- ------------ ------------ -------------
5) EXCEPTIONAL ITEMS
Exceptional items are presented separately as, due to their
nature or the infrequency of the events giving rise to them, this
allows shareholders to understand better the elements of financial
performance for the period, to facilitate comparison with prior
periods and to assess better the trends of financial
performance.
Unaudited Unaudited Audited
6 months 6 months 12 months
to 31 to 31 to 30
Dec Dec Jun
2018 2017 2018
GBP'000 GBP'000 GBP'000
-------------------------------------------------- ---------- ---------- -----------
Impairment of carrying value of goodwill
in respect of Reef TV - (500) (1,190)
Change in fair value of contingent consideration
in respect of Reef TV - 700 700
Reorganisation and restructuring
costs - (18) (190)
Contingent consideration treated
as remuneration (104) - (487)
Other exceptional items (68) - (97)
---------------------------------------------------- ---------- ---------- -----------
Total (172) 182 (1,264)
---------------------------------------------------- ---------- ---------- -----------
6) EARNINGS PER SHARE
Unaudited Unaudited Audited
6 months 6 months 12 months
to to to
Dec 2018 Dec 2017 Jun 2018
Number Number of Number of
of Shares Shares Shares
Weighted average number of shares
used in basic
earnings per share calculation 1,380,068,743 812,948,299 1,086,267,290
Potentially dilutive effect of share
options 2,973,799 6,732,104 1,999,431
Weighted average number of shares
used in diluted earnings per share
calculation 1,380,068,743 819,680,403 1,086,267,290
GBP'000 GBP'000 GBP'000
(Loss) / profit for the period from
continuing operations attributable
to shareholders (700) 96 (1,855)
Amortisation of intangible assets
post deferred tax impact 325 226 573
Restructuring costs - 18 190
Other exceptional items 68 - 98
Change in fair value of contingent
consideration - (700) (700)
Impairment of carrying value of
goodwill in respect of Reef TV - 500 1,190
Share-based payment charge 23 - 74
Contingent earnout consideration
deemed remuneration 104 - 487
-------------------------------------- -------------- ------------ --------------
Adjusted (loss) / profit for the
period from continuing operations
attributable to shareholders (180) 140 57
-------------------------------------- -------------- ------------ --------------
Continuing operations
Basic (loss) / earnings per share (0.05)p 0.01p (0.17)p
Diluted (loss) / earnings per share (0.05)p 0.01p (0.17)p
Adjusted basic (loss) / earnings
per share (0.01)p 0.02p 0.01 p
Adjusted diluted (loss) / earnings
per share (0.01)p 0.02p 0.01 p
7) GOODWILL AND INTANGIBLES
GBP'000
----------------------------------- --------
Balance as at 1 July 2018 7,132
------------------------------------- --------
Amortisation of intangible assets (325)
------------------------------------ --------
Balance as at 31 Dec 2018 6,807
------------------------------------- --------
8) SHARE CAPITAL
Unaudited Unaudited Audited
31 Dec 2018 31 Dec 2017 30 Jun 2018
Ordinary shares with a nominal
value of: 0.00025p 0.00025p 0.00025p
Authorised:
Number Unlimited Unlimited Unlimited
Issued and fully paid:
Number 1,419,113,435 1,359,586,281 1,359,586,281
Nominal value (GBP'000) 3.5 3.4 3.4
Preference shares with a nominal
value of 0.01p
Authorised, issued and fully paid:
Number 838,633 933,887 933,887
Paid up value (GBP'000) 839 934 934
Share Share Merger
Ordinary shares Number Capital Premium Reserve
of shares GBP'000 GBP'000 GBP'000
Details of share issues
Balance as at 1 July 2018 1,359,586,281 3.4 30,414 777
Contingent consideration paid
in shares 39,473,685 0.09 187 -
Shares issued in preference share
conversion 20,053,469 0.05 95 -
Balance as at 31 December 2018 1,419,113,435 3.5 30,696 777
----------------------------------- -------------- -------- -------- --------
Preference
Preference shares Number Share Capital
Details of share issues of shares GBP'000
Balance as at 1 July 2018 933,887 934
Conversion of preference shares to ordinary
shares (95,254) (95)
Balance as at 31 December 2018 838,633 839
--------------------------------------------- ---------- --------------
9) NOVEMBER 2018 ISSUE OF CONSIDERATION AND PREFERENCE SHARE CONVERSION
Issue of Consideration Shares
Following a strong trading performance by Tern Television in the
period since acquisition in November 2017, the first-year earnings
target was achieved. The first year earnout payment of GBP0.75m,
payable to the vendors of Tern Television, was satisfied partially
in cash and partially in new Zinc Media Group shares. GBP0.56m was
paid in cash and GBP0.19m was settled through the issue of
39,473,685 new ordinary shares at a price of 0.475p per share.
Preference share conversion
In November 2018 the Company converted GBP0.1m of preference
shares into 20,053,469 new ordinary shares at 0.475p.
ENDS
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR BLGDXIUBBGCS
(END) Dow Jones Newswires
March 15, 2019 03:00 ET (07:00 GMT)
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