Prime Focus UK
       
 
 
STOCK EXCHANGE ANNOUNCEMENTS BACK

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Audited Results for the 7 months ended 31 March 2007


Chairman's Statement

In the seven month period to 31 March 2007 group turnover was £10,604,289
compared to £17,692,273 for the year ended 31 August 2006. The overall profit
for the seven month period was £1,001,813 (2006 Loss: £2,050,317).


Overview

I am delighted to announce a significant improvement in VTR Plc's results
compared to this time last year. In my statement which accompanied the full year
results to 31 August 2006, I stated that there has been a fundamental change in
the post-production sector and that VTR had to take radical steps to keep in
tune with these changes. Since that time we have completed an aggressive
cost-cutting plan and reorganised the group from five companies into three
unique brands. The capital expenditure programme is now complete, the
refurbishment programme for the buildings is coming to an end and we now have a
streamlined sales process.

I am particularly pleased that these results have been achieved as a standalone
UK operation in a UK Market. With the Prime Focus India integration with VTR
gathering momentum from an operational and sales perspective, I do believe that
once this is complete, VTR will see enormous benefits not only in the UK, but
globally.

The next objectives for VTR in the coming year are to build upon the excellent
foundations put in place in the UK and compete for global contracts. We also
need to complete the Prime Focus India integration and turn our attention to
international opportunities that we are currently exploring.

The detail of our business performance is set out below by our Managing Director
Neil Lane.


Staff

On behalf of the board, I would like to highlight and express our thanks for the
enormous contribution and unwavering support given by all our staff throughout
the enormous changes that have taken place over the past twelve months.


Dividend

No dividend has been declared this year. Your board will continue to keep the
matter under review.


Cashflow and Gearing

There was a significant improvement in gearing for the period. It fell to 38%
from 48% in the previous year i.e. as at 31 August 2006. Indebtedness continued
to fall, with net borrowings decreasing to £3.7m from £3.8m as at 31 March 2006.
As at 31 March 2007, the Company had cash of £144,503.


Outlook

The current year has started very well and we are anticipating this to be a year
of further substantial progress. Although all markets remain competitive and we
still have a long way to go, I believe VTR is now set on the right course to
meet the challenges of a UK Post Production market, as well as taking full
advantage of the global Film Visual Effects industry. I look forward with
confidence to updating shareholders in the coming year on our progress.


Namit Malhotra

29 June 2007


Managing Director's Review

After finally completing all cost reductions within the group, management
integration and repositioning of the group companies, I am happy to report that
the VTR Group now has a focus and strategy not seen for many years.

In the seven months since the last audited accounts, we have streamlined the
group into three operating brands - Prime Focus London, blue post production and
K>post. These three brands will now form the basis with which to take the group
forward and complement the exciting prospects we are seeing ahead through our
integration with Prime Focus India. It will make our Group simpler to manage
both technically and operationally and above all provide our clients with a
level of service never seen before in the Group.

Prime Focus London, led by Managing Director Simon Huhtala, has been formed from
existing subsidiaries, Video Tape Recording Ltd, Clear (Post Production) Ltd and
The Hive Animantion Ltd. This division, operating out of a fully refurbished
building in Dean Street, Soho, competes within the Film Digital Intermediate,
Commercials, Visual Effects, and 3D CGI (Computer Generated Imagery) market
place.

blue post production, led by Managing Director Simon Briggs, has consolidated
its position within the Drama and Broadcast programming market, adding many
other services and will be shortly integrating The Machine Room Ltd, (the
Group's, dubbing, archival, restoration and Digital Media subsidiary), within
its offering. Now operating out of one building and with all its services under
one roof, blue post production is targeted to become one of the top Broadcast
one-stop shops.

K>post, led by General Manager, Christian Gane, is VTR plc's West London based
Commercials facility. As well as working on Vox pops, pitches and commercials,
K>post has completed various projects using sound and animatic services not
previously undertaken at the facility. We will shortly be adding various
additional effects services such Autodesk Flame hardware and software and
offering 3D CGI.


Prime Focus London

Prime Focus London (the new brand name that comprises the merged entities of
Clear, the hive and VTR Ltd) has emerged after eleven months in the making, as a
new post production company providing a high end integrated service for the
Advertising, Film and Broadcasting markets.

The year started with several major challenges: the merger of the activities
previously carried out in three separate companies with the resultant
restructuring, re-engineering and streamlining of processes that was required;
the refurbishment of the existing floors at 37 Dean Street to create one unified
building over four floors; the re-brand of the merged entity and an increased
workload due to PFL winning several major film projects.

We have seen the installation and total upgrade of twelve effects suites
comprising state of the art Autodesk 2k compositing systems, which allow the
smooth flow of work between suites to improve our efficiencies, and also reduce
the time needed by our engineers to look after many different suites working on
multiple platforms. We have recently commissioned a Central London first Lustre
data grading suite for our growing DI work. In addition, the installation of
Thomson's Spirit 4K dramatically improves our high speed scanning capabilities
and the installation of a suite of Digital Fusion graphics workstations will
satisfy the demands of film and project based visual effects.

Prime Focus London is the Group's Visual Effects specialist facility
concentrating on its core strength. It has completed some significant projects
in the past period. These included the rebrand of both BBC1 and BBC2 along with
notable work for the Edwardian season for our Red Bee clients. Additionally
Robbie, Pink, The Scissor Sisters, Gnarls Barkley, Just Jack, Paul McCartney and
Faithless have all used our facilities to produce some excellent music
promotions. The commercials front has seen quality clients such as Hyundai,
Samsung, Hiscox, the Independent, Muller, VW and Rimmel working with us, as well
as seeing the first commercials coming in from India, thanks to our new
international presence, with several substantial jobs for Fido Dido (7up) and
Unitech, which required extensive work from our CG team.

The workload of the computer graphics studio has grown substantially over this
last year to feed the increasing hunger for animation and CG based VFX.

Prime Focus London completed a raft of shots for the British zombie thriller 28
Weeks Later as well as completing the whole Digital Intermediate process on the
film. Whilst the project was extremely demanding and put significant strain on
our nascent film infrastructure and film pipeline (including the Indian end), we
completed some of our best work to date, and it helped establish the processes
required to work at the top level.

These new found strengths have also been employed to work on two more Feature
Films which will complete this Summer. These projects will rely very heavily on
the London - India pipeline and as a result of key members of staff relocating
to India and some international appointments, the process is now running very
smoothly. Once these projects have been completed, proof of the post production
global model will have been proved as a concept and we hope to sell this concept
to other clients as well.

The collaboration with our sister company, blue post production, to offer the
complete post production service from film development to digital or film
delivery is also bearing fruit with several projects being run out across both
facilities, each process dovetailing with the next. This allows us to be able
to turn around projects at a speed other houses cannot compete with hence
maximising the budget the client has at their disposal for the project.

This has been a year of change in processes, cost cutting, attitude, facilities
and focus. Once the refurbishment and infrastructure modifications are complete
we will be able to satisfy the needs of all clients at many price points and
really push the global model to the market for films, broadcast and commercials.


Simon Huhtala
Prime Focus London Managing Director


Blue Post Production

blue, the Group's broadcast television specialist facility, has been through an
exciting year that has encompassed senior management change, capital investment,
integration and consolidation whilst expanding its client base and its
reputation for high-end broadcast post production.

blue's profile and reputation for creative work was further enhanced with awards
throughout the period with blue providing creative input to seven Gold and eight
Silver Promax award-winning projects, five Creative Circle winners, an Aerial
award-winning radio commercial and two BAFTA award-winning programmes in the
documentary and comedy categories.

Our short-form creative team worked on a number of on-air projects including
Elvis: What an Amazing Line-up (BBC Radio 2), The Big Give (five), CSI Vegas
(Flextech/Virgin Media TV), NickToons on-air branding (Nickelodeon) and Robin
Hood (BBC). They also worked on music promos for Jack Penate (Spit at Stars),
Girls Aloud and Sugababes (Walk This Way for Comic Relief).

blue's enviable track record in broadcast programming continued with major,
high-profile projects in both factual documentary and drama genres. Projects
included Great British Menu (Optomen Television for BBC), Daphne (BBC Arts), The
Madness of Boy George (Spun Gold for Channel 4), Nuremberg (3BM for Channel 4)
and Freaky Eaters (Betty Television for BBC).

The period has seen significant investment in order to further solidify blue's
position as one of Soho's leading broadcast post production houses. The offline
editing capacity has been increased from twelve to twenty-six suites, enabling
blue to take on larger scale projects, address previous bottlenecks and feed
work throughout the rest of the facility.

The investment extended to the audio department where an upgrade to the mixing
capabilities of all suites was undertaken in line with a commitment to 5.1 audio
mixing, whilst further investment in HD infrastructure and suites was also
undertaken to underline blue's focus in catering for the delivery demands of the
modern broadcasting landscape.

blue also underwent the integration of sister company TMR (The Machine Room
Limited) into its Old Compton Street and Dean Street buildings. The Machine Room
had been the Group's duplication, archive and online specialist for over 15
years and brings with it a core experienced operational team and a client base
that includes BFI, IWM, IOC, adidas, Getty Images, Tag, RBS 6 Nations, COI and
Paramount.

This now allows blue to offer a range of additional services including digital
asset management and encoding, video and audio restoration and expansive
dedicated duplication facilities, all under the 'blue' banner and complementing
the existing post production services. These combined services will not only be
presented to new business contacts but will also be up-sold to the existing
client base.

blue will now also provide film rushes, synching and treatment by running a
facility out of film processing specialist, ILab. This service enables the Group
to offer end-to-end services from processing and rushes transfer (within Soho)
all the way through to final post production for the broadcast, commercials and
feature film markets.

This investment and integration programme has been essential in positioning blue
once again as a powerful player in the ever-changing broadcast market and
allowing it to provide a wider range of expansive facilities to both domestic
and worldwide markets as a standalone company and also in conjunction with
sister company, Prime Focus London.


Simon Briggs
Managing Director - blue


VTR plc group outlook

In the last seven months, we have successfully integrated our brands, completed
our cost reductions, streamlined our management reporting, completed our first
UK/India projects and completely revamped our sales process. This has given the
Group a renewed confidence allowing us to compete aggressively for projects
locally in the UK, as well as offering a global alternative using the operating
structure we have set up using both Indian and UK resources.

I believe the outlook for VTR group is one of stability, excitement, focus and
competitiveness. I look forward to updating you on our performance later in the
year.


Neil Lane, VTR plc Group Managing Director
29 June 2007

For further information please contact:

Neil Lane
Managing Director
VTR plc 020 7565 1000


Philip Davies
Charles Stanley Securities
Nominated Adviser & Broker 020 7149 6000


Gavin Partington
Parys Communications 020 7819 2462


Ryszard Bublik
Parys Communications 020 7819 2466


INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF VTR PLC


We have audited the financial statements on pages 19 to 40.

This report is made solely to the Company's members, as a body, in accordance
with section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the Company's members those matters we are required to
state to them in an auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company's members as a body, for our audit work,
for this report, or for the opinions we have formed.


Respective responsibilities of directors and auditors

The directors' responsibilities for preparing the Annual Report and the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are
set out in the Statement of Directors' Responsibilities.

Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you whether in our opinion the information given in the
Directors' Report is consistent with the financial statements. We also report to
you if, in our opinion, the Company has not kept proper accounting records, if
we have not received all the information and explanations we require for our
audit, or if information specified by law regarding directors' remuneration and
other transactions is not disclosed.

We read other information contained in the Annual Report, and consider whether
it is consistent with the audited financial statements. This other information
comprises only the Directors' Report, the Chairman's Statement, the Managing
Director's Review, the Corporate Governance Statement and the Remuneration
Report. We consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial
statements. Our responsibilities do not extend to any other information.


Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board, except that the scope
of our work was limited as explained below.

An audit includes examination, on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements. It also includes an
assessment of the significant estimates and judgments made by the directors in
the preparation of the financial statements, and of whether the accounting
policies are appropriate to the Group's and Company's circumstances,
consistently applied and adequately disclosed.

We planned our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements are free form material
misstatements, whether caused by fraud or other irregularity or error. However,
the evidence available to us was limited because we were appointed auditors on
23 May 2007 and in consequence we were unable to carry out auditing procedures
necessary to obtain adequate assurance on the opening balances appearing on the
group's and company's balance sheet as at 31 August 2006. This was despite the
fact numerous requests were made for the release of information from our
predecessors.

In forming our opinion, we also evaluated the overall adequacy of the
presentation of information in the financial statements.


Qualified opinion arising from limitation in audit scope


Because of the significance of the above matter in relation to the results of
the company's operation for the period to 31 March 2007, we are not in a
position, and do not express an opinion on the results of the group's operations
for the period then ended.

In our opinion, the balance sheet gives a true and fair view of the financial
position of the company as at 31 March 2007 and have been properly prepared in
accordance with the Companies Act 1985 and information given in the Directors'
Report is consistent with the financial statement.

In respect solely of the limitation of our work relating to the opening
balances:


- we have not obtained all the information and explanations that we considered
necessary for the purpose of our audit; and

- we were unable to determine whether proper accounting records had been
maintained.

Sterling
Chartered Accountants
Registered Auditor
505 Pinner Road,
Harrow
Middlesex HA2 6EH


29 June 2007


Consolidated Profit and Loss Account
FOR THE SEVEN MONTH PERIOD ENDED 31 MARCH 2007

 

September 1 2006
to March 31 2007

2006
£

Turnover 10,604,289 17,692,273
Cost of sales (798,731) (1,805,211)
Gross profit 9,805,558 15,887,062
Administrative expenses (8,564,454) (17,419,373)
Operating Profit / (Loss) 1,241,104 (1,532,311)
Exceptional item - fundamental Group restructuring - (297,735)
Interest receivable 12,894 32,799
Interest payable and similar charges (249,689) (444,559)
Profit/ (Loss) on ordinary activities before taxation 1,004,309 (2,241,806)
Prior periods tax adjustment / 2,496 191,489
(Tax credit on loss on ordinary activities)    
Profit / (Loss) for the year
1,001,813 (2,050,317)
Basic and diluted profit / (loss) per share 3.6 p (12.8)p

Turnover and operating results are derived from the Group's continuing
operations.


Consolidated Balance Sheet
AS AT 31 MARCH 2007

 

£

31 March
2007
£

£

31 August
2006
£

Fixed assets        
Intangible assets   1,395,748   1,437,861
Tangible assets   10,881,362   9,154,690
Investments   258,980   58,980
    12,536,090   10,651,531
         
Current assets        
Stock 26,632   31,436  
Debtors 6,484,442   5,641,700  
Cash at bank and in hand 144,503   588,488  
  6,655,577   6,261,624  
         
Creditors: amounts falling due within one year      
Bank loans and overdrafts 1,643,356   2,777,037  
Hire purchase creditors 740,256   1,194,445  
Trade and other creditors 5,359,278   3,353,443  
Corporation tax 37,988   47,489  
  7,780,878   7,372,414  
         
Net current liabilities   (1,125,301)   (1,110,790)
         
Total assets less current liabilities   11,410,789   9,540,741
         
Creditors: amounts falling due after more than one year   (1,318,892)   (450,657)
         
Provisions for liabilities   (637,545)   (637,545)
    9,454,352   8,452,539
         

Capital and reserves
     
Share capital   1,387,814   1,387,814
Share premium account   8,556,624   8,556,624

Capital redemption reserve
  270,000   270,000

Profit and loss account
  (760,086)   (1,761,899)
         
Funds attributable to equity shareholders   9,454,352   8,452,539

 

Consolidated Cash Flow Statement
FOR THE SEVEN MONTH PERIOD ENDED 31 MARCH 2007

 

2007
£

2006
£

Net cash flow from operating activities 3,242,607 (433,874)
Returns on investments and servicing of finance (236,795) (411,760)
Taxation (2,495) (25,807)
Capital expenditure and financial investment (2,727,665) (327,592)
Acquisitions (note 9(c)) 0 (403,604)
Cash (outflow) / inflow before financing 275,652 (1,602,637)
Financing (719,637) 2,510,557
Increase in cash in the year (443,985) 907,920
Reconciliation of net cash flow to movement in net debt    
     

Increase in cash in the year
(443,985) 907,920
Cash flow from decrease in debt and lease financing 719,637 1,820,372
Change in net debt resulting from cash flows 275,652 2,728,292
Loans and finance leases acquired with subsidiary - (321,618)
New hire purchase agreements - (467,110)
Movement in net debt in the year 275,652 1,939,564
Net debt at 1 September 2006 (3,833,651) (5,773,215)
Net debt at 31 August 2006 3,557,999 (3,833,651)

Notes

1. The results have been prepared on the basis of the accounting policies
set out in the Group accounts for the year ended 31 August 2006. The financial
information included in this announcement does not constitute statutory accounts
for the years ended 31 August 2006 or of the period ended 31 March 2007 within
the meaning of Section 240 of the Companies Act 1985. The statutory accounts of
VTR plc for the year ended 31 August 2006 have been filed with the Registrar of
Companies for England and Wales and those for the period ended 31 March 2007
will be delivered following publication.

2. Reconciliation of operating loss to net cash (outflow)/inflow
from operating activities

  2007 £ 2006 £
Operating loss 1,241,104 (1,532,311)
Depreciation 791,860 2,813,241
Profit on disposal of tangible fixed assets 9,142 (122,348)
(Increase) / Decrease in debtors (872,743) (860,804)
Decrease in creditors 2,026,327 (459,398)
Exceptional items - (297,735)
(Increase) / Decrease in stock 4,804 (5,535)
Investment impairment 42,113 25,000
Amortisation of goodwill   6,016
  3,242,607 (433,874)



3. Segmental Reporting

  September 1
2006 to March
31 2007
£
2006
£
(a) Turnover by geographical markets    
United Kingdom 9,932,013 16,954,689
Rest of Europe 592,170 470,495
Other 80,106 267,089
     
Total 10,604,289 17,692,273
     
(b) Profit / (Loss) before taxation by geographical markets    
United Kingdom 940,639 (2,148,346)
Rest of Europe 56,083 (59,617)
Other 7,587 (33,843)
     
Total 1,004,309 (2,241,806)

Turnover to third parties by geographical destination is not materially
different from geographical split by origin shown above.

  2007
£
2006
£
(c) Net asset by geographical markets    
United Kingdom 9,343,927 8,334,539
Other 108,425 118,000
     
Total 9,452,352 8,452,539

4. Dividends

No dividend has been declared for the current period (2006: £Nil)

5. Loss per share

Basic and diluted loss per share is based on a profit of £1,001,813 (2006: loss
£ 2,050,317) and 27,756,276 (2006: 15,985,984) weighted average number of
ordinary 5p shares in issue during the period.


The outstanding share options, do not give rise to any dilution and therefore
the basic and diluted loss per share are the same.


6. Contingent liabilities

The bank loans of the Group undertakings are secured by cross-guarantees between
Group companies. At 31 March 2007 the liability of the bank loans was borne by
the Company at a value of £1,643,356 (2006 £1,620,851).


The company is a member of a Group VAT registration and is jointly and severally
liable for any debts by member of the registration as at the period ended 31
March 2007. The total group liability amounted to £ 580,344.


Mr John Banks, the former Managing Director of the Company has issued legal
proceedings clAIMing £358,363 by way of damages for breach of his Contract of
Employment. These proceedings are being defended by the Company.


7. Related party balances

The Company has taken advantage of the exemption conferred by FRS8 not to
disclose related party transactions with subsidiary undertakings 90% or more of
whose voting rights are controlled within the Group.

During the year, the company has purchased capital equipment, part payment of
which has been made by Prime Focus Limited. Also during the year, the company
has made payments for certain equipment on behalf of Prime Focus Limited. The
net effect of these transactions is an amount owing to Prime Focus Limited by
the company of £181,078 as on the date of this balance sheet.

As reported in last years accounts under the non-monetary transactions, one of
the companies equipment is retained in India, for the use of the Group's trading
activities. No charge has been made by Prime Focus Limited, for rent,
maintenance and operation of the equipment.

The management and staff of Prime Focus Limited have spent considerable amount
of time in managing the Group's activities for which no management fee or
salaries has been charged to the Group as of the date of this Balance Sheet.

8. Ultimate controlling party

The directors believe Prime Focus Limited, a company incorporated in India to be
the ultimate controlling party.


9. Copies of the audited Report & Accounts will be posted to all
shareholders this weekend on and are available from the Company's office at 64
Dean Street, London.


An electronic copy of the Report & Accounts will be available this afternoon
from the Company's website - www.vtrplc.com.

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a Prime Focus Company
64 Dean Street, London W1D 4QQ | tel: 020 7437 0026 | mail@vtr.co.uk
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