TIDMCMX
RNS Number : 4994X
Catalyst Media Group PLC
20 December 2023
20 December 2023
Catalyst Media Group Plc
("CMG", the "Company" or the "Group")
Final Results for the Year Ended 30 June 2023
and Notice of Annual General Meeting
The Board of CMG (AIM: CMX) is pleased to announce the Company's
final results for its financial year ended 30 June 2023.
CMG is a 20.54% shareholder in Sports Information Services
(Holdings) Limited ("SIS") and the results for the year to 30 June
2023 incorporate its share in the profits/losses of SIS for its
financial year ended 31 March 2023, as an equity-accounted
associate.
Highlights :
-- CMG profit after taxation of GBP2.6 million (2022: GBP24.5
million), further to a reversal of historic impairment charges
recognised against the carrying value of its investment in SIS
totalling approximately GBP1.9 million (2022: GBP23.4 million)
-- Profit per share of 12.43p (2022: profit per share of 116.28p)
-- Net asset value per share of 175p (2022: 168.9p)
-- For its financial year to 31 March 2023, SIS achieved:
o Turnover of GBP230.7 million (2022: GBP218.3 million)
o Operating profit prior to litigation fees of GBP5.4 million
(2022: GBP9.2 million)
o Profit after taxation prior to litigation fees of GBP4.9
million (2022: GBP7.4 million)
-- On 31 October 2023, the Company received its share of an
ordinary and special dividend paid by SIS being GBP6.16 million
(2022: GBP0.69 million) and on 21 November 2023 paid an interim
dividend of approximately GBP5.68 million, equating to 27 pence per
CMG ordinary share
SIS Current Trading and Outlook
SIS has started its new financial year well, and management
continues to pursue and win new business opportunities both in
terms of content acquisition, most recently securing new rights for
Korean horseracing, and new customers, with the most recent deals
announced being Aardvark Technologies Ltd and Altenar Technologies
Ltd.
Following recent state approval SIS is anticipating the launch
of its first Fixed Odds Horseracing service in a US state in early
2024 with further licence applications already in progress.
SIS has advised CMG that it expects to close its financial year
to March 2024 with increased profit before tax year-on-year.
SIS's cash position as of 1 November 2023 was approximately
GBP17 million, following the payment of both a normal and special
dividend to its shareholders totalling GBP30 million.
Following the total dividend distribution, SIS secured an
initial GBP35 million banking facility to provide funds for working
capital and to finance growth, including acquisition financing, and
the SIS Board continues to support the company's long term business
strategy. Such banking facility can be increased to GBP50
million.
Availability of Annual Report & Financial Statements and
Notice of Annual General Meeting
A PDF copy of the Company's full Annual Report and Financial
Statements for its financial year ended 30 June 2023, together with
the formal notice of Annual General Meeting ("AGM") and form of
proxy, will shortly be made available to download from the
Company's website at: www.cmg-plc.com .
The AGM is to be held at 6 Stratton Street, London, W1J 8LD at
11.00 a.m. on Wednesday, 16 January 2024.
Enquiries :
Catalyst Media Group plc
Michael Rosenberg, Non-executive Chairman Mob: 07785
Melvin Lawson, Non-executive Director 727 595
Tel: 020 7734
8111
Strand Hanson Limited Tel: 020 7409
James Harris 3494
Matthew Chandler
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019.
Key Extracts from the Company's audited Annual Report and
Financial Statements are set out below :
Chairman's Statement
The Board of Catalyst Media Group plc ("CMG" or the "Company")
is pleased to present the audited financial statements of CMG and
its subsidiaries (the "Group") for the year ended 30 June 2023.
Such results incorporate the Company's share of profits/losses for
Sports Information Services (Holdings) Ltd ("SIS") in which CMG has
a 20.54% interest.
The main asset of CMG continues to be its 20.54% shareholding in
SIS and, as detailed further below, CMG equity accounts for its
share in the profits/losses of SIS.
After taking account of CMG's share in the profit of SIS for its
year ended 31 March 2023 of GBP0.88 million (2022: GBP1.15
million), and a reversal of historic impairment charges recognised
against the carrying value of its interest in SIS totalling
GBP1.86m (2022: GBP23.39m), CMG recorded a profit before taxation
of GBP2.6 million (2022: GBP24.4 million). Net assets at the year
end were GBP36.8 million (175.0p per share) (2022: GBP35.5 million
(168.9p per share).
On 31 October 2023 the Company announced that SIS had recently
declared and paid an ordinary and special dividend totalling GBP30
million, of which CMG had received its share being GBP6.16 million.
On the same date, CMG declared an interim dividend of 27p per
share, amounting to GBP5.68 million, that was paid to its
shareholders on 21 November 2023.
During the year, the Board of CMG decided to appoint new
auditors in place of the previous auditors, Haysmacintyre LLP, and
after reviewing various alternative firms, Saffery LLP were duly
appointed on 12 October 2023.
SIS - UK and Ireland Retail
SIS continues to provide its core service including Racecourse
Media Group horseracing, the SIS British Greyhound Service, Irish
Horseracing, Chelmsford City Horseracing, 49's and International
Horseracing to almost the entire UK and Irish retail market,
including all the major UK bookmaking groups and the majority of
the independent market.
SIS supplies its retail services, production distribution and
content, to all the major retail brands on long term
agreements.
In June 2023, SIS strengthened its long-term position by
securing a five-year renewal to the Horse Racing Ireland and
Association of Irish Racecourses' worldwide Fixed Odds rights.
SIS - International & Online
SIS has continued to expand its international reach both in
terms of customers and rights agreements. New racing rights have
been secured for horseracing from South Africa, Australia, Italy,
Korea and Poland and a number of existing international content
agreements have been renewed.
SIS has over 150 live feeds to customers designed to maximise
betting opportunities for international retail and online operators
and has signed numerous international and online operators to
multi-year agreements. SIS continues to progress its strategy to
increase distribution, in both new and existing international and
online markets, using proprietary production technology as well as
ultra-low latency streaming and data pricing services.
SIS has seen its new US subsidiary secure licences to supply
elements of its content in three states and has a number of other
state applications in progress and expects to go live with Fixed
Odds horseracing in 2024.
As previously reported in November 2022, SIS executed its option
to increase its stake in Racelab Pty Limited, a racing data science
and technology company, based in Australia, from 25% to 50%.
SIS - Non-racing content
The SIS Competitive Gaming (e-sports) service, has seen customer
growth in the year and is now focussing on two sports related
titles, e-football, and e-basketball, following feedback from
customers. It provides around 100,000 unique events per annum with
plans underway to increase this number further. The events are
supplied to customers in a number of territories worldwide
including the three US states where SIS is currently licenced.
The 49's branded numbers business has seen expansion of its
product offering since acquisition in 2020 with its product range
now including the original 49's draw, Fast 15's and 39's, plus
upgraded virtual horseracing. In SIS's financial year to 31 March
2023, it has also launched a bespoke draw product, Lotto365, for
bet365. Accordingly the business now produces over 500,000 draws
per annum.
SIS - Results
SIS's final result for its year ended 31 March 2023 was a profit
before tax of GBP6.6 million (2022: GBP7.0 million) reflecting
additional non-recurring investment in strategic initiatives during
the year. SIS's cash balance on 31 March 2023 was approximately
GBP47.4 million (2022: GBP62.8 million), a decrease on the prior
year due to increased investment in intangible assets relating to
rights agreements during the year. In late October 2023, SIS
declared a total dividend of GBP30 million (2022: GBP4.4 million)
and CMG received its share of such dividend on 31 October 2023. The
consolidated results of Sports Information Services (Holdings)
Limited and its subsidiaries for its year ended 31 March 2023 were
as follows:
31 March 2023 31 March 2022
Before Before
individually Individually individually Individually
significant significant significant significant
items* Items* Total items* Items* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Turnover 230,748 - 230,748 218,349 - 218,349
Operating
expenses (225,356) - (225,356) (209,290) (2,200) (211,490)
Other operating
income - - - 105 - 105
---------------- ----------------- ----------- ----------------- ----------------- -----------
Group operating
profit / (loss) 5,392 - 5,392 9,164 (2,200) 6,964
Other interest
receivable and
similar income 1,344 - 1,344 275 - 275
Interest payable
and similar
expenses (165) - (165) (277) - (277)
---------------- ----------------- ----------- ----------------- ----------------- -----------
Profit / (loss)
before taxation 6,571 - 6,571 9,162 (2,200) 6,962
Tax on (profit) /
loss (1,687) - (1,687) (1,762) 418 (1,344)
---------------- ----------------- ----------- ----------------- ----------------- -----------
Profit / (loss)
after taxation 4,884 - 4,884 7,400 (1,782) 5,618
---------------- ----------------- ----------- ----------------- ----------------- -----------
Other
comprehensive
income (4,740) - (4,740) 330 - 330
---------------- ----------------- ----------- ----------------- ----------------- -----------
Total
comprehensive
income 144 - 144 7,730 (1,782) 5,948
---------------- ----------------- ----------- ----------------- ----------------- -----------
Note: * - Individually significant items relate to litigation
fees.
Share of assets and liabilities of associate
31 March 2023 31 March 2022
Gross assets 130,349 126,605
Gross liabilities (72,723) (66,293)
------------- -------------
Net assets 57,626 60,312
------------- -------------
SIS - India
An arbitration award was made in July 2020 which the respondent
has paid into court. These funds are now subject to appeals in the
Delhi High Court by both parties: SIS continues to pursue claims
disallowed by the arbitrators whilst the respondent attempts to
nullify the award in its entirety. The overall outcome therefore
remains uncertain.
The legal and associated costs relating to this claim have been
significantly reduced but are still impacting profits.
SIS - Current Trading and Outlook
SIS has started its new financial year well, and management
continues to pursue and win new business opportunities both in
terms of content acquisition, most recently securing new rights for
Korean horseracing, and new customers, with the most recent deals
announced being Aardvark Technologies Ltd and Altenar Technologies
Ltd.
Following recent state approval SIS is anticipating the launch
of its first Fixed Odds Horseracing service in a US state in early
2024 with further licence applications already in progress.
SIS has advised CMG that it expects to close its financial year
to March 2024 with increased profit before tax year-on-year.
SIS's cash position as of 1 November 2023 was approximately
GBP17 million, following the payment of both a normal and special
dividend to its shareholders totalling GBP30 million.
Following the total dividend distribution, SIS secured an
initial GBP35 million banking facility to provide funds for working
capital and to finance growth, including acquisition financing, and
the SIS Board continue to support the company's long term business
strategy. Such banking facility can be increased to GBP50
million.
CMG's outlook and Annual General Meeting
The Directors consider that the most appropriate treatment for
the Group's investment in its associate, SIS, as at 30 June 2023 is
to reverse historic impairments recognised against the carrying
value of the investment totalling GBP1.86 million (2022: GBP23.39
million) to increase its value at 30 June 2023 to GBP36.61 million
(2022: GBP35.43 million).
The Directors consider that at 30 June 2023 there were
significant indicators that a material reversal of previously
recognised impairments should be recorded. Following the resolution
of The Racing Partnership ("TRP") litigation during the previous
financial period and based on the return to profitability of SIS,
the extension of core RMG horseracing rights, and the optimism
around the prospects for future trade, the Directors expect the
performance of SIS to continue to strengthen in future financial
periods and consider that valuation methodologies such as the
comparable company model, and discounted cashflow analysis are
sufficiently reliable to report a revised carrying value for the
investment.
The directors have chosen to use the comparable company
methodology using an appropriate EBITDA multiple to assess the
recoverable value of the investment and to determine the value of
previously recognised impairment to be reversed, as disclosed
above. The Directors consider the comparable company valuation
methodology to be more appropriate than other methods.
For further details in respect of the judgments and estimation
techniques used by the Directors in their assessment, please refer
to notes 1 and 2 to the financial statements.
While there can be no certainty of the potential realisation
value of this asset, it is the reasonable belief and judgement of
the Directors based, inter alia , on extensive discussions with
SIS's management and a review of its strategic plans and current
and forecast trading, that it is appropriate to reverse previous
impairments to the carrying value of the asset.
As stated above, SIS anticipates achieving increased profit
before tax in respect of its current financial year compared with
last year and is on course to expand its interests in the USA and
elsewhere. Following the recent receipt of the ordinary and special
dividend from SIS and payment to CMG shareholders of a 27p per
share interim dividend the Company has sufficient working capital
for its foreseeable future needs and continues to operate with
minimal overheads.
The next Annual General Meeting of CMG will take place on
Tuesday, 16 January 2024. Formal notice of the meeting is set out
at the end of the annual report and accounts together with a form
of proxy.
Michael Rosenberg, OBE
Chairman
19 December 2023
Strategic Report
The Directors present their strategic report for the year ended
30 June 2023.
Principal activities and review of the business
The principal activities of the business are outlined in the
Chairman's Statement. A review of the business is also included
within the Chairman's Statement.
Principal risks and uncertainties
Investment in SIS
The principal strategic investment of the Group is its 20.54%
shareholding in SIS. The Group is entitled to appoint one director
to the board of SIS which currently comprises ten directors, of
which five are appointed by shareholders, two are independent and
one is the Chairman. Although it can influence the board on
strategic decisions, the Group is not in a position to control the
day-to-day business and affairs of SIS other than with the support
of other directors and a majority of the shareholders of SIS.
There are a number of risks and uncertainties associated with
the business of SIS which could potentially have an adverse impact
on the value of the Group's investment. At a technical level this
includes the fact that the customers of SIS rely upon real time
data and uninterrupted content delivery. Loss of content would
result in reduced quality of services and potentially reduced
income. SIS has therefore adopted advanced disaster recovery
solutions and has built back up facilities which are located around
the UK.
Financial risk
The Group is subject to financial risk through its exposure to
financial assets and liabilities. The Group's main financial risk
is its exposure to its investment in SIS.
Credit risk
The Group is not exposed to any credit risk.
Liquidity risk
There is a very low risk that the Group will encounter
difficulty in meeting its financial obligations as they fall due,
on the basis that the Group operates with minimal overheads and
cash flow is well managed.
The Group's policy is to ensure that it will always have
sufficient cash to allow it to meet its liabilities when they
become due. The principal liabilities of the Group and Company
arise in respect of administrative expenditure and trade and other
payables. Trade and other payables are all payable within three
months.
The Board receives cash flow projections on a regular basis as
well as information on cash balances.
Key Performance Indicators (KPIs)
The Company's key performance indicators used by the Board in
monitoring the general performance of the Group and its investments
are:
Net asset value per share
The net asset value per share of the Group was approximately 175
pence as at 30 June 2023 (2022: 169 pence). The net asset value of
the Group as at 30 June 2023 and 30 June 2022 is shown in the
Group's consolidated statement of financial position.
Administrative expenses
The Directors closely monitor the anticipated overheads for the
Group and ensure that these are kept to a minimum.
Earnings per share (EPS)
EPS shows the relative performance year-on-year of the Group's
profitability measured as an amount of profit or loss attributable
to one ordinary share. The calculation of earnings per share is
based on the weighted average number of ordinary shares in issue
for the financial year concerned and the profit/(loss) after
taxation attributable to ordinary shareholders. EPS in respect of
operations for the year and the prior financial year is shown in
the Group consolidated statement of comprehensive income.
Key Performance Indicators of Associate
The Directors additionally monitor the performance of SIS in
order to evaluate the general performance of the Group. The
Directors consider that group turnover, group operating profit
percentage before individually significant items, net cashflow from
operating profits and average number of employees are of most
significance in evaluating the performance of the Group. The 2023
financial results of SIS are disclosed in the Chairman's
Statement.
s172 Statement
CMG's directors are mindful of their responsibilities under
section 172 of the Companies Act 2006 to promote the success of the
business through operating in accordance with good corporate
practice and with considered engagement with the Group's
stakeholders. Several of the Group's major shareholders are also
directors of the Group, as referenced in the Directors' Report, and
are therefore actively involved in all key decision-making. Please
see the Corporate Governance Statement for further details of
engagement with stakeholders.
The board of directors regularly review and identify other
principal stakeholders of the business, and decisions in respect of
the Group's activities are made only after reviewing, and
discussing, the potential impact on such stakeholders. Furthermore,
in terms of engagement with the Group's suppliers, the directors
continue to actively monitor ethical standards and environmental
issues to ensure that the wider business is compliant with global
standards.
Michael Rosenberg, OBE
Chairman
19 December 2023
Consolidated statement of comprehensive income for the year
ended 30 June 2023
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
---------- -----------
Revenue 25,000 25,000
Administrative expenses (179,447) (137,859)
---------- -----------
Operating loss (154,447) (112,859)
Financial income 2,243 36
Financial costs - -
---------- -----------
Net financial income 2,243 36
Share of profit of equity-accounted associate, net of tax 880,174 1,153,937
Reversal of impairment of equity-accounted associate 1,856,276 23,391,701
Profit before taxation 2,584,246 24,432,815
---------- -----------
Taxation 30,300 23,957
Profit for the year 2,614,546 24,456,772
---------- -----------
Share of other comprehensive (loss)/profit of associate (651,323) 67,782
Total comprehensive profit for the year 1,963,223 24,524,554
---------- -----------
Attributable to equity holders of the Company 1,963,223 24,524,554
---------- -----------
Profit per share:
Basic 12.43p 116.28p
---------- -----------
Diluted 12.43p 116.28p
---------- -----------
The above Consolidated Statement of Comprehensive Income should
be read in conjunction with the accompanying notes in the Company's
full Annual Report and Financial Statements.
Consolidated statement of financial position as at 30 June
2023
30 June 30 June
2023 2022
GBP GBP
----------- -----------
Assets
Non-current assets
Investment in associate 36,611,584 35,430,000
36,611,584 35,430,000
----------- -----------
Current assets
Trade and other receivables 78,668 56,953
Cash and cash equivalents 174,364 93,011
253,032 149,964
----------- -----------
Total assets 36,864,616 35,579,964
----------- -----------
Equity and liabilities
Capital and reserves attributable to equity holders of the parent
Share capital 2,103,202 2,103,202
Capital redemption reserve 711,117 711,117
Merger reserve 2,402,674 2,402,674
Retained profits 31,579,260 30,310,114
Total equity 36,796,253 35,527,107
----------- -----------
Current liabilities
Trade and other payables 68,363 52,857
Total equity and liabilities 36,864,616 35,579,964
----------- -----------
The above Consolidated Statement of Financial Position should be
read in conjunction with the accompanying notes in the Company's
full Annual Report and Financial Statements.
Consolidated statement of changes in equity for the year ended
30 June 2023
Attributable to equity holders of the Group
Total
Share Capital Merger Retained Shareholders
30 June 2023 Capital Redemption Reserve Reserve Profits Equity
GBP GBP GBP GBP GBP
At 1 July 2022 2,103,202 711,117 2,402,674 30,310,114 35,527,107
Profit for the year - - - 2,614,546 2,614,546
Other comprehensive income:
Share of other comprehensive loss of
associate - - - (651,323) (651,323)
---------- -------------------- ---------- ----------- --------------
Total comprehensive profit for the period - - - 1,963,223 1,963,223
---------- -------------------- ---------- ----------- --------------
Dividends paid - - - (694,077) (694,077)
---------- -------------------- ---------- ----------- --------------
At 30 June 2023 2,103,202 711,117 2,402,674 31,579,260 36,796,253
---------- -------------------- ---------- ----------- --------------
The following describes the nature and purpose of each reserve
within owners' equity:
Share capital Amount subscribed for shares at nominal
value.
Share premium Amount subscribed for share capital in
excess of nominal value.
Capital redemption Amounts arising from the purchase by the
reserve group of its own shares.
Merger reserve Amounts arising from the merger of subsidiary
investments.
Retained profits Cumulative profit of the Group attributable
to equity shareholders.
Attributable to equity holders of the Group
Total
Share Capital Merger Retained Shareholders
30 June 2022 Capital Redemption Reserve Reserve Profits Equity
GBP GBP GBP GBP GBP
At 1 July 2021 2,103,202 711,117 2,402,674 5,785,560 11,002,553
Profit for the year 2022 - - - 24,456,772 24,456,772
Other comprehensive income
Share of other comprehensive profit of
associate - - - 67,782 67,782
---------- -------------------- ---------- ----------- --------------
Total comprehensive profit for the period - - - 24,524,554 24,524,554
At 30 June 2022 2,103,202 711,117 2,402,674 30,310,114 35,527,107
---------- -------------------- ---------- ----------- --------------
Consolidated statement of cash flows for the year ended 30 June
2023
Year ended Year ended
30 June 30 June
2023 2022
GBP GBP
------------ -------------
Cash flow from operating activities
Profit before taxation 2,584,246 24,432,815
Adjustments for:
Share of (profit) from associate (880,174) (1,153,937)
(Reversal of impairment) of investment in associate (1,856,276) (23,391,701)
Finance income (2,243) (36)
Corporation taxes recovered 17,904 -
Net cash flow used in operating activities before changes in working capital (136,543) (112,859)
(Increase) / decrease in trade and other receivables (9,318) 24,316
Increase in trade and other payables 15,505 13,688
Net cash flow used in operating activities (130,356) (74,855)
Investing activities
Dividend received 903,543 -
Interest received 2,243 36
Net cash flow from investing activities 905,786 36
Financing activities
Dividends paid (694,077) -
Net cash flow used in financing activities (694,077) -
Net decrease in cash and cash equivalents in the year 81,353 (74,819)
Cash and cash equivalents at the beginning of the year 93,011 167,830
------------ -------------
Cash and cash equivalents at the end of the year 174,364 93,011
------------ -------------
The above Consolidated Statement of Cash Flows should be read in
conjunction with the accompanying notes in the Company's full
Annual Report and Financial Statements.
Notes to the consolidated financial information
1. Basis of preparation and significant accounting policies
The consolidated financial information set out above does not
constitute the Group's financial statements for the years ended 30
June 2023 or 30 June 2022 but is derived from those financial
statements. Statutory financial statements for 2022 have been
delivered to the Registrar of Companies and those for 2023 have
been approved by the board and will be delivered in due course. The
auditors have reported on the 2023 and 2022 financial statements
which carried unqualified audit reports and did not contain a
statement under section 498(2) or 498(3) of the Companies Act 2006.
The 2022 financial statements included reference to a matter to
which the auditors drew attention by way of emphasis, namely the
reversal of previously recognised impairment charges against the
carrying value of the Group's investment in an associate (Sports
Information Services (Holdings) Limited). Notes 1 and 2 of the full
Annual Report and Financial Statements disclose judgements applied
by the Directors in determining the appropriate carrying value of
the investment, the basis on which the value was determined and
that there is estimation uncertainty concerning the use of Level 2
and Level 3 inputs in making this assessment. The auditor's opinion
was not modified in respect of such matter. The 2023 financial
statements did not include a reference to any matters to which the
auditor drew attention by way of emphasis.
While the financial information included in this announcement
has been compiled in accordance with, inter alia, International
Financial Reporting Standards (IFRS), this announcement does not in
itself contain sufficient information to comply with IFRS. The
accounting policies used in the preparation of this announcement
are consistent with those in the full financial statements
including those applicable to SIS, given its materiality to the
Group as a whole.
CMG is an AIM quoted public limited company registered in
England and Wales where it is domiciled for tax purposes. Its
financial statements are prepared under the historical cost
convention.
Going concern
The Directors can report that based on the Group's budgets and
financial projections, they have satisfied themselves that the
business is a going concern covering a period of at least twelve
months from the date of approval of the financial statements. In
assessing the Group as a going concern, the directors are also
mindful of the business of SIS that provides the entire value of
the Group. The directors are satisfied that SIS is a going concern.
The Board has a reasonable expectation that the Company and its
Group have adequate resources and facilities to continue in
operational existence for the foreseeable future and the accounts
are accordingly prepared on a going concern basis.
2. Investment in associate
Year Ended 30 June 2023 Group
GBP
Cost
At 1 July 2022 35,430,000
Share of profit - 2023 880,174
Share of other comprehensive
income - 2023 (651,323)
Dividend received - 2023 (903,543)
Reversal of impairment of equity-accounted
associate 1,856,276
At 30 June 2023 36,611,584
Year Ended 30 June 2022 Group
GBP
Cost
At 1 July 2021 10,816,580
Share of profit - 2022 1,153,937
Share of other comprehensive
income - 2022 67,782
Dividend received - 2022 -
Reversal of impairment of equity-accounted
associate 23,391,701
----------
At 30 June 2022 35,430,000
----------
The Group's interest in its associate, SIS, a company
incorporated in England and Wales, is held by Alternateport
Limited. Alternateport Limited holds an investment of 20.54% in the
equity share capital of SIS and is entitled to appoint a director
and alternate director to the SIS board. This right has been
exercised since acquisition. Alternateport Limited is a wholly
owned subsidiary of Catalyst Media Holdings Limited, a wholly owned
subsidiary of Catalyst Media Group plc.
A copy of the strategic forecasts prepared by SIS was made
available to the Directors of CMG showing management forecasts of
the income statement, statement of financial position and
statements of cash flow. SIS's management have assumed a growing
level of future profits at a steady rate over a period of five
years. CMG's management have made reference to SIS's most recently
reported EBITDA, with adjustments made for exceptional and
non-recurring items, while also considering the sustainability of
its financial performance.
During the prior year the Directors of CMG believed that as at
30 June 2022 there were significant impairment reversal indicators,
including the expected future growth of SIS, the extension of core
RMG horseracing rights, and the optimism around the prospects for
future trade. The directors therefore believed that an enterprise
method of valuation of CMG's investment in SIS was an appropriate
methodology to follow. In the current year, the directors have
identified an adjusted EBITDA figure for SIS for the twelve month
period to 30 June 2023 which excluded the impact of certain
non-recurring and non-trade items. An appropriate EBITDA multiple
was obtained through comparisons of multiples used by businesses in
comparable sectors. An average of the mean and median multiples was
used. An illiquidity discount of 20% was then applied to the
valuation in the midpoint of the range of illiquidity discounts
identified by the Directors for unlisted businesses.
After applying the methodology described above, the Directors
concluded that the carrying value of the investment in SIS should
be GBP36.61m (2022: GBP35.43m) and have therefore reversed historic
impairments recorded against the value of the investment in
previous years totalling GBP1.86m (GBP23.39m). The Directors
consider that the value at 30 June 2023 is appropriate based on the
strategic plans of SIS.
Share of profit of associate
2023 2023 2022
CMG share CMG share
SIS Total
GBP'000 GBP'000
GBP'000
Revenue 230,748 47,396 44,849
---------- ----------- ----------
Operating profit / (loss) before individually significant items 5,392 1,108 1,882
Group's share of loss in associate (163) (33) (56)
Net interest receivable 1,342 275 56
Individually significant items - - (452)
Profit / (loss) before tax 6,571 1,350 1,430
Taxation (1,687) (347) (276)
---------- ----------- ----------
Share of profit / (loss) after taxation 4,884 1,003 1,154
---------- -----------
Net income from associate under 4,884 1,003 1,154
IFRS 9 expected credit loss provision (598) (123) -
---------- ----------- ----------
Adjusted net income from associate 4,286 880 -
---------- ----------- ----------
Other comprehensive income:
Actuarial (loss) / gain (7,292) (1,498) 104
Deferred tax 2,552 524 (36)
Acquisition of a subsidiary and revaluation loss 1,569 322 -
Total other comprehensive income (3,171) (652) 68
Share of assets and liabilities of associate
Gross assets 130,349 26,774 26,005
Gross liabilities (72,723) (14,938) (13,617)
---------- ----------- ----------
Share of Net Asset Value 57,626 11,836 12,388
---------- ----------- ----------
SIS prepares financial statements in accordance with FRS 102,
whereas CMG prepares financial statements in accordance with IFRS.
The directors have reviewed the potential differences of accounting
treatment under the respective frameworks and have made an
adjustment to reflect an expected credit loss provision of
GBP123,000 under IFRS 9, and to recognise adjusted net income from
its associate of GBP0.88m. Following the review, the directors have
concluded that there are no other material differences of
accounting treatment in the application of FRS 102 and IFRS on
SIS's results for the year.
During the year, SIS's defined benefit pension scheme assets
were revalued on buy-in of a bulk annuity resulting in the
recognition of a net revaluation loss of GBP4.74m. Also during the
year SIS increased its shareholding in Racelab Pty Limited from 25%
to 50%, resulting in a change in accounting treatment from an
investment in associate to a subsidiary and an impact on equity of
GBP1.576m. Both of these items are non-recurring in nature.
An arbitration award was made in July 2020 which the respondent
has paid into court. These funds are now subject to appeals in the
Delhi High Court by both parties: SIS continues to pursue claims
disallowed by the arbitrators whilst the respondent attempts to
nullify the award in its entirety. The overall outcome therefore
remains uncertain. The legal and associated costs relating to this
claim have been significantly reduced but are still impacting
profits.
3. Post balance sheet events
On 31 October 2023, the Company announced that SIS had recently
declared and paid an ordinary and special dividend totalling GBP30
million of which CMG had received its share of GBP6.16 million. On
the same date, CMG declared an interim dividend of 27p per share,
amounting to approximately GBP5.7 million, that was paid on 21
November 2023.
See note 2 of the full Annual Report and Financial Statements
for a description of the impact of the post balance sheet events as
they relate to SIS's reporting date (31 March 2023) on the Group's
valuation of its investment in associate as at 30 June 2023.
- ENDS -
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FR PPGAWPUPWGPU
(END) Dow Jones Newswires
December 20, 2023 07:45 ET (12:45 GMT)
Catalyst Media (LSE:CMX)
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Catalyst Media (LSE:CMX)
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から 12 2023 まで 12 2024
