Interactive Publishing Plc
LSE : INTP

November 28, 2008 12:16 ET

Correction From Source: Final Results for the year ended 30 June 2008

                                                   
                                      INTERACTIVE PUBLISHING PLC
                                   ('Interactive' or 'the Company')

                 CORRECTION FROM SOURCE: FINAL RESULTS FOR THE YEAR ENDED 30 JUNE 2008
    
In error, an incorrect draft of the Final results announced earlier on 28 November 2008, were
released. This amended announcement shows the correct Final Results for the year ended 30 June 2008.
The Directors would draw your attention to the balances that have been amended. Goodwill and the Share
Premium account disclosed on the Balance Sheet were stated as £3,268,425 and £167,502 respectively.
The correct balances as shown in this announcement are £3,535,925 and £435,002 respectively.
    
    
    
    Business highlights in the year:
    
    -       Admission to PLUS Markets on 20 February 2008 and acquisition of Trojan Publishing Limited for
        a total consideration of up to £3.5m.
    -       Acquisition of 4 major titles and launch of a number of title related DVDs
    
    Post balance sheet events:
    
    -       Launch of 6 puzzle titles into Germany and 4 puzzle titles into Italy.
    
    
    CHAIRMAN'S STATEMENT
    
    I am pleased to be able to make this report to you as Chairman of the Company and of the Group.
    
    Review of Activities
    Interactive  Publishing plc ("Interactive" or "The Company") was incorporated on 3 October  2007
    for  the purpose of making investments in the publishing and marketing services sectors, and was
    admitted to PLUS-Markets on 20 February 2008.
    
    Immediately prior to Admission, the Company acquired the entire issued share capital  of  Trojan
    Publishing  Limited ("Trojan") for a total consideration of up to £3,500,000.  The consideration
    payable  under  the  agreement  was an initial consideration of  £2,500,000,  satisfied  by  the
    allotment of 83,333,333 new ordinary shares by the  Company at 3 pence per share and a  deferred
    consideration of  up  to £1,000,000,  to be satisfied by the issue of 71 new ordinary shares  in
    the  Company  for  each £1 of pre-tax and pre-amortisation profit earned by  Trojan  during  the
    accounting  year ending 30 June 2008.  The maximum number of these new ordinary  shares  (to  be
    issued at 3 pence per share) is 33,333,333 and the number due for the period ended 30 June  2008
    has been calculated as 17,000,000.
    
    Also  on  Admission,  the Company raised £700,000 before expenses through  the  subscription  of
    35,000,000 new ordinary shares at 2 pence per ordinary share.  The funds were raised to  provide
    working  capital  to  continue  the  aggressive expansion  of  Trojan's  portfolio  through  the
    acquisition of magazine titles, primarily in the consumer lifestyle sector.
    
    Trojan  is  a  London-based  magazine publishing company that was  formed  in  June  2006  as  a
    publishing  investment vehicle with the strategy of building a publishing group engaged  in  the
    production of both magazine and digital content.  It has a portfolio of 50 magazines,  of  which
    18 are monthlies, 8 are printed every 24 weeks, 9 are bi-monthly and 3 are quarterly.
    
    The  major titles are "Women's Fitness", "What Diesel", "Fresh" (a consumer lifestyle magazine),
    "Flush" (an online poker magazine) and "Attitude" (the number one gay lifestyle magazine).
    
    In the period since its acquisition by Interactive, Trojan has applied economies of scale to its
    diverse  portfolio  and has streamlined its activities to exploit the critical  mass  now  being
    achieved.   The directors' strategy for Trojan is for it to focus heavily on the consumer  based
    brands  whilst nurturing the adult portfolio to ensure that high revenues and profitability  are
    maintained in this area.
    
    In  the  period  under review, the Group has made the following additions to  its  portfolio  of
    titles:
    
    *       Flush Magazine (acquired in July 2007 under license)
    *       Desire Magazine (acquired November 2007)
    *       Launch of new two new DVD titles (January 2008)
    *       Launch of Forum DVD (March 2008)
    *       Attitude Magazine (acquired April 2008)
    
    Attitude  is  the  number-one  gay  lifestyle magazine in Europe  and  has  delivered  some  big
    exclusives  since  it commenced publication, including cover shoots for David Beckham,  Madonna,
    Kylie  Minogue  and  Tony  Blair.   Circulation  numbers  and  advertising  revenues  have  been
    substantially increased on this title during the short period of ownership.
    
    The  strategy for each magazine title in the portfolio, is to develop a unique brand  that  will
    generate  new  revenue streams, thereby increasing the longevity of the life of the  title.   As
    titles  can be published over several decades, there is a real benefit to be gained through  the
    branding process.  The key components in creating a brand are (a) the ability of the consumer to
    visualise  the  magazine experience without being reliant on the editorial content  and  (b)  an
    understanding of the target audience and the ability to interact with that audience.
    
    Trojan  has also developed a social networking platform that is being rolled out across  all  of
    it's  key  brands.   In creating this interactive experience, a separation has  been  maintained
    between  the  user  and  the magazine in order to maintain traditional  revenue  streams  whilst
    adding,  to  the  traditional stream, new revenue streams flowing  from  the  platform.   It  is
    expected  that  this will allow the business to further maximise its revenues from  each  title.
    Early indications show strong niche interest for the social networking experience developed  for
    Attitude, the first platform to be launched, with four thousand members being registered  within
    the first twelve weeks.
    
    The  creation  of  brands  built around the magazine titles is expected  to  lead  to  licensing
    opportunities in other countries.  Senior management from Trojan were in attendance at the  2008
    world  magazine marketplace licensing conference, held in Moscow during November 2008,  and  are
    now  following up the considerable interest from publishers around the world in key brands  such
    as Fresh and Women's Fitness.  Trojan expects to announce its first licensed magazine and social
    networking editions during early 2009.
    
    Due  to the uncertainty in the current global financial markets, Trojan is continuing to develop
    new  revenue  platforms in order to neutralise any downturn in consumer advertising  spend.   To
    facilitate  this,  emphasis  has been placed on the development of  focused  and  targeted  data
    capture  from  each brand's core readership to further drive new revenue streams.  This  enables
    individually-tailored  approaches for current and potential  advertisers  that  move  away  from
    traditional   page-based   advertising  and  towards  multimedia-based   advertising   campaigns
    encompassing magazines, sponsorship, direct marketing and new media motion advertising.
          
    Trojan  intends  to provide this multi-platform media experience to its ancillary  revenue-based
    partners in addition to its consumer audience.
    
    The  directors  intend to keep the development of new revenue streams under constant  review  to
    ensure  that  the Group is not overly dependent upon one revenue source and to ensure  that  the
    effects of a downturn in one revenue source are minimal.
    
    Key Performance Indicators
    The  principal  performance  indicator used to measure the  progress  of  the  Group's  business
    activities  is the contribution generated by each magazine title or brand.  This is assessed  by
    reference to direct costs associated with the production and maintenance of that title or brand.
    
    The  directors  keep the performance of each title under constant review and take  a  commercial
    view,  based  on research and their own industry experience, of the future contribution  to  the
    business that, in their opinion, each title or brand is likely to make.
    
    Principal risks and uncertainties
    
    The principal risks and uncertainties experienced by the Group are as follows:
    
    *       The continued attraction, retention and motivation of qualified employees to provide a high
        quality of content in the publication and to drive circulation, advertising and other revenues;
    *       Changing customer and market demands, and changes in the competitive environment in which the
        business operates
    *       The effect of current global economic conditions on the level of consumer spend, particularly
        on advertising revenues;
    *        The  ability of senior management to continue to identify suitable targets  for  future
        acquisitions and to develop complimentary revenue streams.
          
    Post balance sheet events
    In  July 2008, the Group launched 6 of its titles into the German market and this was followed  by
    the launch of 4 titles in Italy in September 2008.
    
    Financial Overview
    The  financial  statements  have  been  prepared  using  the  reverse  accounting  provisions   of
    International  Financial  Reporting Standard 3 ("IFRS3").  The financial  statements  include  the
    results  of  Trojan  Publishing  Limited from 1 July 2007 to 30  June  2008  and  the  results  of
    Interactive  Publishing plc from 20 February 2008 (the acquisition date) to  30  June  2008.   The
    comparatives  required under IFRS3 show the prior year results for Trojan Publishing Limited  only
    and are for the accounting year prior to its acquisition by the Company.
    
    The only revenues in the Company are management charges to Trojan, its wholly-owned subsidiary, to
    cover services supplied and the use of magazines titles.  Turnover in Trojan, which comprises  all
    of  the  external  turnover in the group, has increased by 57.2% from £3.80m to  £5.98m  over  the
    preceding year.  Group profit from operations was £278,174, compared to a loss of £425,996 in  the
    comparative period.  The profit before tax and basic earnings per share for the period amounted to
    £249,919  and  0.16p  respectively.  At 30 June 2008, shareholders' funds  were  £2,505,419.   The
    Directors do not propose to declare a dividend.
    
    During the period under review, the Group has substantially reduced its liabilities in respect  of
    titles acquired since incorporation and, during the next twelve months, these are expected  to  be
    reduced  to  minimal levels (excluding any new acquisitions that may occur).  This is expected  to
    result in surplus cash balances arising.
    
    The  Company  issued £161,500 of convertible loan notes on 24 April 2008.  The  loan  notes  carry
    interest at a rate of 8% and are repayable on 24 April 2009.
    
    Outlook
    The Company will continue to build up its already impressive stable of quality consumer titles and
    expects to announce further acquisitions over the coming months.
    
    The  Directors  wish to thank the staff and advisers of Interactive for their efforts  during  the
    year.
    
    Peter Jay
    Chairman
    
    

    CONSOLIDATED INCOME STATEMENT
    For The Year Ended 30 June 2008
         
                                                                                                 
                                                                        Year ended        Year ended
                                                                         30.06.08         30.06.07
                                                                              £                 £
                                                                                                 
     REVENUE                                                            5,986,665         3,802,597
                                                                                         
     Cost of sales                                                     (4,431,012)       (2,669,002)
                                                                        _________         _________
                                                                                          
     GROSS PROFIT                                                       1,555,653         1,133,595
                                                                                         
     Administrative expenses                                           (1,277,479)       (1,564,091)
     Other operating income                                                 -                 4,500
                                                                        _________         _________
                                                                                         
     PROFIT/(LOSS) FROM OPERATIONS                                        278,174          (425,996)
                                                                                         
     Finance revenue                                                          275               643
     Finance costs                                                        (28,530)           (3,826)
                                                                        _________         _________
                                                                                          
     PROFIT/(LOSS) BEFORE TAX                                             249,919          (429,179)
                                                                                         
     Taxation                                                             (79,357)          122,000
                                                                        _________         _________
                                                                                         
     PROFIT/(LOSS) FOR THE YEAR                                           170,562          (307,179)
                                                                        _________         _________
                                                                                         
     Basic earnings/(loss) per share                                        0.16p            (0.69)p
                                                                                         
     Diluted earnings/(loss) per share                                      0.14p            (0.69)p

    
    CONSOLIDATED BALANCE SHEET
    As at 30 June 2008

                                                                         30.06.08          30.06.07
                                                                            £                 £
     Non-current assets                                                                  
     Intangible assets                                                  3,535,925        1,335,152
     Property, plant and equipment                                         76,794           59,784
     Deferred tax                                                          42,643          122,000
                                                                         _______          _______
                                                                        3,655,362        1,516,936
                                                                                         
     Current assets                                                                      
     Trade and other receivables                                        1,303,167          531,776
     Cash and cash equivalents                                              3,426            7,451
                                                                         _______          _______
                                                                        1,306,593          539,227
                                                                                         
     Current liabilities                                                                 
     Trade and other payables                                          (2,065,413)      (1,979,482)
     Bank overdraft                                                      (130,448)         (21,972)
     Convertible loan notes                                              (161,500)              -
     Commitments under finance leases and hire 
      purchase obligations                                                     -            (4,419)
                                                                         ________         ________
                                                                       (2,357,361)      (2,005,873)
                                                                         ________         ________
     Net current liabilities                                           (1,050,768)      (1,466,646)
                                                                         ________         ________
     Total assets less current liabilities                              2,604,594           50,290
                                                                                         
     Non-current liabilities                                                             
     Other payables                                                       (99,175)        (356,469)
                                                                         ________         ________
                                                                                         
     NET ASSETS/(LIABILITIES)                                           2,505,419         (306,179)
                                                                         ________         ________
                                                                                         
     Equity                                                                              
     Issued share capital                                                 367,916            1,000
     Share premium account                                                435,002                -
     Shares to be issued reserve                                          777,500                -
     Merger reserve                                                     2,291,667                -
     Reverse acquisition reverse                                       (1,230,049)               -
     Retained losses                                                     (136,617)        (307,179)
                                                                         ________         ________
                                                                                         
     SHAREHOLDERS' FUNDS/(LIABILITIES)                                  2,505,419         (306,179)
                                                                         ________         ________
                                                                                          


    CONSOLIDATED CASH FLOW STATEMENT
    For The Year Ended 30 June 2008
                                                                                                 
                                                                       Period ended       Year ended
                                                                         30.06.08         30.06.07
                                                                             £                 £
     Cash flow from operating activities                                                 
     Profit/(loss) before taxation                                        249,919          (425,996)
                                                                                         
     Adjusted for:                                                                       
     Finance revenue                                                        (275)              (643)
     Finance costs                                                        28,530              3,826
     Depreciation                                                         17,416             11,202
     Increase in trade and other receivables                            (786,062)          (505,231)
     Increase in trade and other payables                                 21,437          1,531,730
                                                                         ________          ________
     Net cash outflow from operating activities                         (469,035)           614,888
                                                                                         
     Cash flows from investing activities                                                
     Purchase of intangible fixed assets                                (358,323)          (558,471)
     Purchase of property, plant & equipment                             (34,426)           (53,669)
     Purchase of subsidiary undertakings                                      -             (29,538)
     Net cash acquired with subsidiaries                                      -              25,238
     Finance revenue                                                        275                 643
     Finance costs                                                       (28,530)            (3,826)
                                                                         ________          ________
     Net cash outflow from investing activities                         (421,004)          (619,623)
                                                                         ________          ________
     Cash flows from financing activities                                                
     Issue of shares                                                      950,000            1,000
     Expenses of share issues                                            (322,915)               -
     Issue of convertible loan notes                                      155,000                -
     Capital element of finance lease payments                            (4,547)          (10,786)
                                                                         ________          ________
     Net cash used in financing activities                               777,538            (9,786)
                                                                         ________          ________
                                                                                         
     Net decrease in cash and cash equivalents                          (112,501)          (14,521)
                                                                                         
     Cash and cash equivalents at 01.07.07                               (14,521)                -
                                                                        ________           ________
                                                                                         
     Cash and cash equivalents at 30.06.08                              (127,022)          (14,521)
                                                                        ________           ________

    
    Notes to the financial information

    The basic earnings per share is calculated by dividing the loss for the financial period
    attributable to shareholders by the weighted average number of shares in issue.
                                                                     Year ended            Year ended
                                                                      30.06.08              30.06.07
        The weighted average number of shares were:                    Number               Number
                                                                                                         
        Weighted average number of ordinary shares                   105,896,347            44,333,333
        Effect of outstanding warrants and options                    16,666,667       -
                                                                       ________              ________
        Adjusted weighted average number of ordinary shares                                           
                                                                     122,563,014            44,333,333
                                                                       ________              ________
                                                                                       
        Basic earnings/(loss) per share                                   0.16p                (0.69)p
                                                                                       
        Diluted earnings/(loss) per share                                 0.14p                (0.69)p

    
    1.      While the financial information included in this announcement has been computed in accordance
    with International Financial Reporting Standards (IFRS), this announcement does not itself contain
    sufficient information to comply with IFRS.  The full financial statements of the company will  be
    prepared in accordance with IFRS, International Accounting Standards and their interpretations issued
    or adopted by the International Accounting Standards Board as adopted for use in the European Union.
    
    2.      The financial information has not been audited or reviewed by the auditors, or extracted from
    audited  information.  This financial statement does not constitute statutory accounts within  the
    meaning of Section 240 of the Companies Act 1985 (the "Act").
    
    3.      The Directors have not declared a dividend for the year.
    
    4.      This statement was approved by the Board of Directors on 28 November 2008.  Copies of this
    statement will be available free of charge from the Company's Registered Office at Ground Floor, 211
    Old Street, London EC1V 9NR.

The directors of Interactive Publishing Plc accept responsibility for this announcement.

                                               - ends -



INTERACTIVE PUBLISHING PLC
Registered No. 06388765


Contacts:

Company                                     
Peter Jay                                                      
Justin Sanders                                    0207 608 6300
                                                               
PLUS Corporate Adviser                                         
Gary Miller                                                    
Fisher Corporate plc                              020 7388 7000

Contact Information

  • Interactive Publishing Plc