Carlton Communications PLC History

Company Perspectives:

I see Carlton as being about making content for channels for platforms. These are our three businesses: content, channels, and a digital platform. ... Delivering good content is key to attracting audiences and advertisers alike. We forget that at our peril. Our success in migrating to digital will largely depend on the content proposition we offer our viewers.

Key Dates:

1983:

Carlton Communications PLC is incorporated and listed on the London Stock Exchange.

1985:

Carlton acquires Abekas Video Systems, a manufacturer of video editing gadgets.

1986:

Carlton acquires Skyscan, a satellite dish manufacturer.

1987:

Carlton acquires 20 percent of Central Television.

1988:

Carlton acquires Technicolor and is listed on NASDAQ.

1993:

The company produces its first broadcast of Carlton Television.

1994:

The company acquires the remaining 80 percent of Central Independent Television.

1996:

The company makes several key acquisitions and launches the Carlton Food Network.

1997:

Carlton forms a partnership with competitor Granada named British Digital Broadcasting.

1998:

Carlton expands Technicolor internationally and launches Carlton Interactive, ITV2, and ONdigital.

1999:

The company continues to make large acquisitions and forms an alliance with TF1, a venture to operate European Internet businesses.

2000:

Carlton Interactive partners with several major Internet businesses.

2001:

Carlton sells Technicolor to Thomson Multimedia.

Company History:

Carlton Communications PLC has thrived for more than a decade in the cramped, highly regulated waters of the British market. During the 1990s, it began buying companies, both smaller and larger than itself. Besides owning U.K. television networks, the company provides production facilities, tape duplicating services, and electronic video equipment, which are marketed primarily in Europe and the United States. In the new millennium, when faced with the challenge of securing advertising dollars, the company has focused its interests on free and pay television, content creation, and media services.

Rising from Obscurity During the 1980s

Michael Green, the man who brought Carlton Communications from obscurity into the league of $1 billion companies, grew up in a business-oriented family. Rather than relying on higher education (he left public school at age 17), Green benefited from contacts through the family of his wife, Janet Wolfson, whom he married in 1972. Those contacts included Janet's brother David, with whom Green established a printing and photo-processing company dubbed Tangent Industries, and Lord Wolfson, Green's father-in-law, who owned Great Universal Stores, which hired Tangent to reproduce its catalogs.

After 15 years with Tangent, Green bought Transvideo (renamed Carlton Television Studios) in 1982. Fleet Street Letter soon became part of the fold, and the group of companies went public as Carlton Communications. The Moving Picture Company (MPC), Europe's largest video facilities provider, joined Carlton in a joint venture soon thereafter, acquiring the U.K. subsidiary of California's International Video Corporation for £400,000. Carlton acquired MPC itself in July 1983 for £13 million. MPC's Mike Luckwell remained as managing director in the new company and became Carlton's largest single shareholder.

Carlton acquired more than a dozen companies (at a cost of over £600 million) in the remainder of the decade, all related to either television and film or electronics. Importantly, Green valued cash flow and strict financial controls. When companies were acquired, existing managers were trained to practice strict accounting practices. The result was profits and success. By 1985, Carlton was producing projects as diverse as commercials, rock music videos, and corporate videos. The purchase (worth £30 million) of Abekas Video Systems in 1985 made Carlton a manufacturer of video editing gadgets (the division was sold ten years later to Scitex Corporation for $52 million). Carlton grossed £38.1 million in 1985.

The goal of acquiring a broadcasting station took several years to realize and divided the partnership of Green and Luckwell. The two had differing strategies for acquiring Thames after Britain's Independent Broadcasting Authority (IBA) thwarted Carlton's attempts to gain a controlling interest (Luckwell preferred to defy the IBA), and Luckwell left the company in 1986, selling his shares for £25 million. The IBA interfered with Green's bid for his next target, London Weekend Television, allowing him only a 10 percent share. In response, Green sold his existing 5 percent share for £1 million.

After failing in a group bid for a direct satellite broadcasting service, Green finally succeeded in acquiring a stake in a broadcast network, gaining 20 percent of Central Television in exchange for £18 million and stock. D.C. Thomson and Pergamon Holdings owned equal 20 percent shares. Green had previously hired Bob Phillis away from Central Television to replace Luckwell as Carlton's managing director; Phillis was able to return to his seat on the Central Television board of directors after the deal. Soon afterward, Carlton moved into film production with the £7.3 million acquisition of Zenith Productions; Carlton later had to sell much of Zenith so the company could stay independent.

Sometimes Carlton seemed a bit ahead of its time, as in the 1986 purchase of satellite dish manufacturer Skyscan, which was sold in 1988 due to poor sales. Carlton's biggest buy of the decade proved more fortuitous. The company paid $780 million for Ronald Perleman's U.S.-based Technicolor, the world market leader in videocassette duplication and motion picture film processing. Despite the 1987 stock market crash, Green was able to raise the necessary funds. In five brisk years, Green transformed Carlton from a relatively obscure company into an international corporation that garnered half its revenues (since the Technicolor purchase) from U.S. operations.

Into the Living Room 1991-1996

In 1989, Carlton's stock took a serious fall, from a high of £9.60 a share to a low of £2.98 in the course of a year. Pre-tax profits grew just 13 percent in 1990, a lackluster performance for Carlton, and the market shuddered. Carlton won a 1991 bid for a London weekday broadcasting license, in spite of competition from Thames and a David Frost/Richard Branson coalition (CPV-TV), which outbid Carlton by £2 million but were denied the license as the Independent Television Commission (ITC) were unconvinced about the quality of their programming (Branson's Virgin Group later did outbid Carlton for MGM's British cinemas). The deal signaled a recovery for Carlton.

Besides the annual license fee, Carlton agreed to pay 15 percent of advertising revenue (estimated to be approximately £50 million per year) to the British government for the ten-year duration of the contract. The Daily Telegraph and Italian publishers Rizzoli Corriere della Sera each bought five percent of Carlton's stock prior to the bid, worth £43.2 million. The Daybreak consortium, in which Carlton held a 20 percent share, lost the bid for the breakfast television license to the Sunrise consortium of LWT, Scottish Television, The Guardian newspaper company, and Walt Disney. Carlton, optimistic about the future of morning television, promptly bought a 20 percent share in Sunrise for £5.4 million.

At the end of 1993, Carlton announced it would buy Central Independent Television for £624 million ($925 million), thereby combining the first and third largest independent television companies in Britain. The timing could have helped both of them escape being consumed by European companies when ownership restrictions were relaxed in 1994. In 1995, Carlton was Britain's largest broadcaster, controlling 30 percent of ITV (channel three, the U.K.'s first commercial channel) advertising revenues through its London and Midlands stations. The Economist reported Carlton's biggest challenge would be expanding into foreign broadcasting markets, in which Green expressed interest, as well as into newspapers and other types of media.

Although Carlton aborted a venture with the German station Vox, it invested in two other overseas ventures in 1995. France Télé Films, a cable channel launched in cooperation with France Télévision, would rely on programming from Carlton's CTE library (stocked with 4,000 hours as of 1995, including 200 films) as well as that of France Télévision. Carlton also entered a partnership with Singapore's Channel KTV, also cable-based, which prepared to add two karaoke channels to its existing services.

Almost half of Carlton's profits came from broadcast television in 1995. In spite of the growth of satellite and cable services, Carlton remained optimistic about the importance of free-to-air broadcasting. Nigel Walmsley, Carlton's director for Broadcasting, told shareholders in a 1995 annual report that only terrestrial broadcasting reached mass audiences since cable and satellite channels "tend to take audience share from existing minority channels, thus fragmenting the total cable and satellite audience."

A 1 percent increase in turnover (to £169.1 million) boosted operating profits for the Video and Sound Products division by 43 percent in 1995 to £32.5 million. Its primary components, Quantel and Solid State Logic, produced equipment for making special effects. Both companies were market leaders based on such state-of-the-art technologies as Quantel's digital visual effects editing systems ("Henry" for television and "Domino" for film) and Solid State Logic's "Axiom" and "9000-J Series" digital audio consoles. Quantel supplied the printing industry with its Graphics Paintbox system.

Notably, the acquisition of Cinema Media extended Carlton's advertising sales capability from television onto the big screen. Cinema Media, renamed Carlton Screen Advertising, quickly became a market leader distributing promotional materials to cinemas throughout the United Kingdom. Carlton's acquisition of Westcountry Television expanded their coverage to 39 percent of the U.K. population. And the acquisition of Action Time brought one of Europe's most successful producers of entertainment programs into the Carlton fold.

Moving into the Millennium: Focus on Interactive and Digital Media

In 1997, Carlton formed a partnership, British Digital Broadcasting, with longtime competitor Granada. British Digital Broadcasting was awarded three principal digital terrestrial television licenses. These licenses allowed British Digital Broadcasting one half of the digital terrestrial capacity in the United Kingdom, and in November of 1998, the partnership launched ONdigital, the world's first multichannel service through an aerial. ONdigital moved Carlton into the lucrative pay-television market.

In 1998, Carlton launched ITV2, to complement ITV1, their mainstay terrestrial channel. ITV2 allowed their viewers to see rebroadcasts of the ITV1 program and also broadcasted a range of original programs. Carlton also invested in television program and film libraries. By the end of 1999, Carlton was the world's largest distributor of classic British films television programs, offering 18,000 hours of television programs and 2,000 films to over 100 countries.

Technicolor benefited in the 1990s as Hollywood studios issued large-scale releases (for example, Batman Forever opened simultaneously on 4,500 screens), which required many duplicates. Declining currency values brought Film and Television Services turnover down to £251.8 million in 1995, although operating profit increased 9 percent to £41.6 million. Beside Technicolor, the division boasted some of the largest postproduction facilities in the world, such as The Moving Picture Company in London and Complete Post in Los Angeles. In 1995 when sales for the Video Production and Duplication division (including Technicolor and Carlton Home Entertainment) were £474.2 million (profits down 9 percent to £60.7 million), a new one-million-unit-per-day videocassette facility was under construction in Michigan. Beginning in 1996, digital video discs offered Technicolor a new format to master. The company also produced CDs and CD-ROMs through Technicolor Optical Media Services. In 1999, Technicolor continued its expansion internationally and started the development of digital cinema. Carlton sold Technicolor to Thomson Multimedia in 2001.

Principal Divisions:Channels (Broadcast Television, Advertising Sales); Content (Film and Television Services, Production, and Distribution); Digital Media (Digital Terrestrial and Interactive Television Services, Internet).

Principal Competitors:BBC; Granada PLC; RTL Group SA; British Sky Broadcasting Group PLC; NTL Incorporated.

Further Reading:

• Amdur, Meredith, "Battle Lines Drawn in Asian Satellite TV," Broadcasting & Cable, June 28, 1993, p. 21.
• Baldo, Anthony, "Bonanza: American Reruns Dominate European Television, but Changes Are Coming," Financial World, April 16, 1991, pp. 44-45.
• ------, "Media: The Enemy Within," Financial World, April 16, 1991, pp. 24-32.
• "Britain: And the Winners Are. ...," The Economist, October 19, 1991, pp. 67-68.
• Burton, Patrick, "C5 and the Threat of London TV Monopoly," Marketing, January 14, 1993, p. 15.
• "Carlton Links with LWT Sales," Marketing, January 21, 1993, p. 10.
• "Carlton Revs Up Motor Show," Advertorial, Marketing, July 15, 1993, p. 5.
• Carter, Meg, "ITV Takes Seats for the Big Fight," Marketing Week, July 9, 1993, pp. 20-21.
• ------, "Keeping and MAI on the Big Time," Marketing Week, January 28, 1994, pp. 16-17.
• Clarke, Steve, "Brits Venture Beyond Isles," Variety, January 22, 2001, p 53.
• ------, "Merger Hold-off Taunts U.K. Biz," Variety, October 1, 2001, p. 62.
• Crawford, Anne-Marie, "Digital TV's Formative Year," Marketing, October 7, 1999, p. 30.
• Dawtrey, Adam, "Regulators Prodded by U.K. Mega-Merger," Variety, Nov 29, 1999.
• Douglas, Torin, "Big Bills in the New Year," Marketing Week, January 8, 1993, p. 15.
• DuBois, Peter C., "Worth the Trip," Barron's, February 20, 1995.
• Fisher, Liz, "Set on Broadcasting Its Ambitions," Accountancy, January, 1992, pp. 17-19.
• Foster, Anna, "Behind the Carlton Screen," Management Today, April 1989, pp. 52-56.
• Fry, Andy, "TV Franchises: Who Loses Out?" Marketing, April 4, 1991, pp. 18-19.
• "Greenland," The Economist, December 4, 1993, pp. 68-69.
• "Granada Profits Rise but Takeover Talk Hits Shares," Irish Times, posted November 25, 1999, http://www.ireland.com.
• Guyon, Janet, "UK Broadcaster Carlton Makes Bid for Rest of Central," Wall Street Journal, November 30, 1993, p. 12.
• Higham, Nick, "Green Shoots of Discovery?" Marketing Week, April 29, 1994, p. 19.
• Hudson, Richard L, "British Telecommunications Stirs Rush to Test Europe's Multimedia Market," Wall Street Journal, November 18, 1994, p. 7D.
• Lipin, Steven, "Bankers Trust Woes Spread to Money Unit," Wall Street Journal, December 8, 1993, p. 3.
• "London Cable Hitch," Marketing, May 20, 1993, p. 10.
• Marcom, John, Jr., "Is This One for Real?" Forbes, July 24, 1994, p. 252.
• Mistry, Tina, "Shock as Unilever Dumps Carlton TV," Campaign-London, January 7, 1994, p. 1.
• Pratt, Tom, "Merrill Limps to Market with Two Big UK Preferred Deals," Investment Dealers Digest, October 4, 1993, pp. 14-15.
• Robinson, Jeffrey, "The Modest Media Magnate," Business-London, October, 1990, pp. 100-104.
• Sorkin, Andrew Ross, "British Media Merger," New York Times, November 27, 1999, p. B3(N).
• "UK Consumers Blissfully Unaware of Digital TV Revolution," Marketing Magazine, February 8, 1999, p. 6.
• "The Wearing of the Green," The Economist, July 8, 1995, p. 68.
• Wilkinson, Amanda, "ITV Roadshow to Woo Top Clients," Marketing Week, January 24, 2002, p. 13.

Source: International Directory of Company Histories, Vol. 50. St. James Press, 2003.

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