Report & Accounts 2012
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Report & Accounts 2012 radio television new media UTV Media plc Report & Accounts 2012 Contents Summary of Results 3 Chairman’s Statement 4 Business Review 7 Financial Review 12 Radio GB 18 Radio Ireland 20 Television 22 New Media 24 Board of Directors 26 Corporate Governance 28 Corporate Social Responsibility 34 Report of the Board on Directors’ Remuneration 38 Report of the Directors 47 Statement of Directors’ Responsibilities in Relation to the Group Financial Statements 50 Directors’ Statement of Responsibility under the Disclosure and Transparency Rules 50 Report of the Auditors on the Group Financial Statements 51 Group Income Statement 52 Group Statement of Comprehensive Income 53 Group Balance Sheet 54 Group Cash Flow Statement 55 Group Statement of Changes in Equity 56 Notes to the Group Financial Statements 57 Statement of Directors’ Responsibilities in Relation to the Parent Company Financial Statements 98 Report of the Auditors on the Parent Company Financial Statements 99 Company Balance Sheet 100 Notes to the Company Financial Statements 101 Registered Office and Advisers 104 1 UTV Media plc Report & Accounts 2012 Summary of Results Financial highlights on continuing operations* • Group revenue of £120.1m (2011: £121.6m) • Pre-tax profits of £21.0m (2011: £23.3m) • Group operating profit of £23.9m (2011: £26.8m) • Radio GB operating profit up 5% to £13.0m (2011: £12.4m) • Excluding talkSPORT International, Radio GB operating profit up 12% • Continued reduction in net debt to £49.4m (2011: £54.7m) • Net finance costs down by 13% to £3.0m (2011: £3.5m) • Diluted adjusted earnings per share from continuing operations of 16.92p (2011: 18.96p) • Proposed final dividend of 5.25p resulting in a full year dividend growth of 17% to 7.00p (2011: 6.00p) * As appropriate, references to profit include associate income but exclude discontinued and exceptional items Operational highlights • talkSPORT signed deal for Barclays Premier League worldwide audio broadcasting rights to 2016 • talkSPORT acquired worldwide commercial radio rights to FA Cup and Capital One Cup • Television and Radio Ireland revenues impacted by difficult economic conditions in Ireland • New Television Network Affiliate Agreement signed with ITV • Renewal process for Channel 3 Licence to 2024 agreed • Acquisition of Simply Zesty in March driving New Media revenue growth • Successful refinancing of bank facilities at competitive terms and pricing • Strong cash management and reduction in debt with Net Debt:EBITDA ratio of 1.91 times • Compliance with the provisions of the UK Corporate Governance Code following the appointment of a new Chairman and three new Non-Executive Directors to the UTV Board during the year Key dates • 16 May 2013 – Annual General Meeting & Interim Management Statement • 24 May 2013 – Record date for payment of dividends • 15 July 2013 – Payment of dividends • 27 August 2013 – Interim Results Announcement • 15 November 2013 – Interim Management Statement 3 UTV Media plc Report & Accounts 2012 Chairman’s Statement “The Group has a portfolio of high quality media assets in radio, television and digital media and a strong track record of outperformance.” Richard Huntingford Chairman Introduction Dividend I am pleased to present my first Chairman’s Statement following It is testament to the resilience of your company and the cash my appointment on 30 July 2012. I was delighted and honoured generative nature of its businesses that a dividend continued to be to be appointed Chairman of your Company having admired its declared every year during the downturn despite the most difficult achievements for a number of years and I very much hope that my macroeconomic environment. For a few years that dividend was many years of media industry and plc board experience can bring constrained by our objective to reduce debt. That objective still long term benefit to the Company and its shareholders. remains in place, but with net debt now some 54% lower than at 31 December 2008, and with our net debt/EBITDA ratio below 2 The Group has a portfolio of high quality media assets in times, your Board believes that it is appropriate to continue with radio, television and digital media and a strong track record of its progressive dividend policy while maintaining a due degree of outperformance. With revenues derived primarily from advertising prudence during uncertain economic conditions. and a fixed cost base, the businesses are strong cash flow generators and enjoy high levels of operational gearing. Advertising expenditure Accordingly, your Board is recommending a final dividend of 5.25p however, is closely aligned to the health of the economy and levels of per share making a total for the year of 7.00p, which represents an consumer confidence. increase of 17% over last year and a 75% increase from 2010. The final dividend will be paid on 15 July 2013 to all shareholders on Football pundits on talkSPORT often refer to a “game of two halves”, the Register at the close of business on 24 May 2013. meaning a game characterised by different fortunes in the first and second halves. To some extent, a similar sentiment applies to the Radio * advertising markets in which your Group operated in 2012. Our Radio GB division performed well in 2012, with a 5% improvement in operating profit to £13.0m (2011: £12.4m). In particular, the positive effect of the Euro 2012 football tournament Within this, talkSPORT’s performance was particularly strong, in the first six months was replaced by a lacklustre performance again outperforming the market in revenue growth and increasing around the Olympics in the second half of the year. More generally, its contribution to the Group by 26% before accounting for a stronger advertising market in the first half softened in the second the expected operating losses of £0.9m (2011: £Nil) in its new six months to deliver an overall year on year performance which was international division. This international division has extensive slightly down but in line with market expectations. audio rights agreements with the Premier League, the Football Association and the Football League, enabling it to exploit those The volatile nature of the macroeconomic conditions continue to rights on all audio platforms throughout most of the world. challenge all of us, but what remains constant, however, is the high talkSPORT content in English, Mandarin, Spanish and Bahasa quality of the leading media assets which the Group holds and which Malay, can now be heard in many different countries on both radio enable it to maintain a competitive advantage in the markets in and other digital platforms, extending the talkSPORT brand beyond which it operates. the UK. That brand, supported by our investment in sports rights and presenters, is of course now a household name within the UK Results * with over 3 million listeners in our domestic market tuning in every A slight increase in Radio operating profit to £19.0m (2011: week to listen to talkSPORT’s unique style of sports commentary £18.9m) was more than offset by a fall in Television and New Media and analysis. operating profits to £3.9m (2011: £6.4m) and £0.9m (2011: £1.5m) respectively. Group operating profit, therefore, was down 11% at Our local radio stations in GB attract 1.2 million listeners weekly £23.9m (2011: £ 26.8m). After a net interest charge of £3.0m (2011: by focussing on providing local content. That local content is £3.5m) and foreign exchange of £0.2m (2011: £Nil). Group profit attractive not only to local listeners, but also to local advertisers, before tax and exceptional items was 10% lower than last year’s a fact which the Competition Commission noted recently in its record £23.3m at £21.0m. Diluted adjusted earnings per share were preliminary findings on the Global/GMG merger. However, while 16.92p (2011: 18.96p). local advertising in 2012 performed strongly for us, up by 9%, national advertising on our local radio stations didn’t fare as well, Refinancing decreasing by 9%. In May 2012 we successfully refinanced our bank facilities for five * As appropriate, references to operating profit include associate income but years. The competitive margins and covenant headroom obtained exclude discontinued operations and exceptional items. reflect a highly cash generative business with a strong balance sheet. 4 UTV Media plc Report & Accounts 2012 Chairman’s Statement The Irish advertising market has declined much more severely than Digital Platforms the GB market in the last few years. This trend continued in 2012 We made significant progress in 2012 in attracting audiences when the radio market is believed to have been down by 7% to to our various digital platforms. At talksport.co.uk, unique user 10%. However, the worst effects of this further market deterioration numbers grew by 45% to an average monthly figure of over 2.5 were countered by the continuing strong outperformance of our million, with monthly page impressions of more than 18 million. local radio stations in Ireland which recorded only a 1% reduction u.tv was re-launched with the introduction of a new mobile site in advertising revenue in local currency. Outperformance has been, and new downloadable Apps, resulting in a 38% uplift in traffic and remains, the keynote of our radio assets in Ireland which enjoy to the u.tv website. Across our portals dedicated to property, jobs market leading audience positions in the major cities in Ireland. and cars, traffic grew collectively by 55%, with PropertyPal further The audiences from our stations are aggregated with those of two cementing its market leadership position as the most searched independent local stations to create an “Urban Access” package for property portal brand in Northern Ireland. advertisers which now provides greater daily reach than the State broadcaster’s top national radio channel.