TIDMELE
RNS Number : 2775U
Electric Word PLC
06 April 2016
6 April 2016
ELECTRIC WORD PLC
Preliminary Results to 30 November 2015
Electric Word, the specialist information business with
divisions operating in the Education and Sport sectors, today
announced audited results for the year ended 30 November 2015.
HIGHLIGHTS
-- Significant strategic progress with the disposals of the
businesses of Radcliffe Solutions, Radcliffe Publishing and post
year end, the 70% stake in iGaming Business for a total cash
consideration of GBP14.9m.
-- Management and reporting restructured around two
market-facing divisions (Sport and Education) following sale of
stake in iGaming Business.
-- Adjusted EBITA* for continuing and discontinued operations
increased by 75% to GBP937k (2014: GBP536k).
-- Outcome of external review of Optimus business in 2016 leads
to refocus on conferences and premium subscription products.
-- Net cash increased from GBP389k debt in 2014 to cash of
GBP449k in 2015, excluding GBP12.1m post year end receipts from
sale of stake in iGaming Business.
* EBITA denotes adjusted EBITA as defined in Note 5 and excludes
amortisation and impairment of goodwill and intangible assets,
restructuring and acquisition-related credits and costs, and share
based payment costs, as well as the tax impact of those adjusting
items and any non-cash tax credits and charges. This definition
applies throughout the Annual Report and Financial Statements.
Julian Turner, Chief Executive of Electric Word, commented:
"We made progress in 2015 in simplifying the Group and have
transformed our balance sheet through the sale of iGaming Business
Ltd, which demonstrated the group's ability to add value to its
businesses. SportBusiness is also showing the benefit of our
investments in digital development and the strategic move towards
more subscription-based revenues. Trading in 2016 will be affected
by higher unallocated central costs than in 2015 but net margins in
both Sport and Education are currently running slightly ahead of
Board expectations as a result of tighter cost control."
Financial summary (GBP'000) 2015 2014
GBP'000 GBP'000
Restated
Continuing operations
Revenue 6,893 7,076
Adjusted EBITA* (1,333) (1,063)
Margin -19% -15%
Discontinued operations
Revenue 6,914 7,295
Adjusted EBITA* 2,270 1,599
Margin 33% 22%
Continuing and Discontinued operations
Revenue 13,807 14,371
Adjusted EBITA* 937 536
Margin 7% 4%
Continuing operations
Revenue 6,893 7,076
Gross profit 3,843 3,777
Adjusted EBITA* (1,333) (1,063)
------------------------------------------------ ---------- ----------
Amortisation (470) (471)
Impairment expense (1,000) -
Restructuring costs - (91)
Share-based payment charges (66) (270)
------------------------------------------------ ---------- ----------
Loss before tax from continuing operations (2,885) (1,930)
================================================ ========== ==========
Loss for the financial year from continuing
operations (2,666) (1,671)
================================================ ========== ==========
Loss for the financial year from continuing
and discontinued operations (2,292) (1,289)
================================================ ========== ==========
* Adjusted figures (note 5) exclude amortisation,
impairment of goodwill and intangible assets, acquisition-related
and restructuring credits and costs, share based
payment costs, as well as the tax impact of those
adjusting items and any non-cash tax credits and
charges.
Comparative figures for the year to 30 November 2014 have been
reclassified to reflect the results of Radcliffe Solutions,
Radcliffe Publishing and iGaming Business Ltd as discontinued
operations as a result of their disposals. See note 9.
The audited report and accounts of the Company for the year
ended 30 November 2015 have been posted to the Company's website at
www.electricwordplc.com. The printed version, together with details
of the Annual General Meeting, will be posted to shareholders in
due course.
ENDS
Enquiries:
Electric Word
Julian Turner, Chief Executive
020 7265 4170
Panmure Gordon
Andrew Potts 020 7459 3600
Notes to Editors
Electric Word plc is a specialist media group supporting
professional development, management effectiveness and market
intelligence through a wide range of digital, print and live
formats. Our approach is to identify niche communities within our
market sectors and fulfil our customers' key information needs to
enable them to make better-informed decisions and so improve their
performance. We achieve this by developing a deep understanding of
our sectors and our customers' challenges and information
requirements.
The Group provides content in many different formats, including
market data, subscription websites, magazines, conferences,
face-to-face training, online training, books, special reports,
bespoke research and consultancy.
Following the disposal of the Group's stake in iGaming Business,
it is now composed of two market-facing divisions:
Education
Optimus Education supports the professional development of
teachers and school leaders through an online subscription-based
information and training service and through live conferences.
Speechmark specialises in resources for speech therapists, mental
health professionals and teachers.
Sport
SportBusiness Group provides business insight, data and analysis
to executives in the global business of sport. It supports sports
industry professionals who work in governing bodies, the media,
sports marketing, sponsorship and club and event management through
market data, subscription websites, magazines, special reports,
bespoke research and consultancy.
CHAIRMAN'S STATEMENT
Dear shareholders,
2015 was a significant year for Electric Word during which the
Group continued its plan to simplify and focus the business. The
year started with the completion of the sale of Radcliffe Solutions
Ltd in January, which provided IT services to the Health sector and
continued with the sale in April of Radcliffe Publishing, which
produced books for medics and other health professionals. After the
year end, the Group exited from the online gaming sector after many
years of successful growth.
The sale of the Group's 70% interest in iGaming Business enabled
Electric Word to realise the value in an asset whose market sector
carries a different risk profile to that of the Group's other
businesses. The business also had a minority shareholder and was
therefore an enterprise over which the Group did not have full
control. Nevertheless, the Group was able to achieve a full
valuation of GBP13.8m for its shareholding on the back of 18%
revenue growth and a 24% improvement in adjusted EBITA in 2015.
iGaming Business was originally acquired as part of SportBusiness
Group at the end of 2005 for a total consideration of GBP2.7m and
has grown considerably since that time as part of Electric Word.
The board would like to thank the staff and management of iGaming
Business for their excellent work over many years.
Trading overall across all businesses, including those sold, was
solid with revenues broadly flat at GBP13.8m and Adjusted EBITA up
75% to GBP937k. We were particularly pleased with the performance
of the continuing Sport division which saw revenues up 23% and a
turnaround in profitability to an Adjusted EBITA of GBP152k.
Trading in Education however continued to be difficult with an
adjusted EBITA loss of GBP717k. This division is facing significant
market change with tight customer budgets and the rapid
consolidation of local authority managed schools into Multiple
Academy Trusts (MATs or large groups of academies).
Outlook
In prior years, the Health division included the Radcliffe and
Speechmark businesses. Speechmark publishes books and other
resources for speech therapists, mental health professionals and
special needs co-ordinators in schools. Schools are a significant
market for Speechmark and as a result of the sale of Radcliffe
Solutions, Radcliffe Publishing and iGaming Business Ltd, the
Directors have restructured the management of the Group's
continuing operations and now organise its management and reporting
around two divisions: Sport and Education. The Education division
now comprises Speechmark and Optimus Education.
In December 2015, the Group announced that it had commissioned
an external review of the Optimus Education business, including
underlying performance and growth opportunities. The review
highlighted a number of options for bringing that business back to
profitability which included focusing on developing its conferences
and online training membership services and reducing its investment
in the Knowledge Centre database of articles and case studies.
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Following the sale of iGaming Business in January 2016, we are a
smaller business so the Group is undertaking a comprehensive review
of its infrastructure, systems and processes to ensure that its
central costs are appropriate for the businesses they are there to
support. Although we anticipate reducing central costs where
possible, it is likely that central costs be higher than in 2015 as
a result of higher property costs and costs which were previously
allocated to the businesses which have been sold.
In the circular to shareholders dated 18 December 2015, the
Board noted that it was mindful that the Company's cash balance
following the sale of the stake in iGaming Business could exceed
the Company's expected capital requirements for the foreseeable
future and that it was giving consideration to making a capital
return to shareholders. However, the Board is also mindful of the
continuing adjusted EBITA losses reported for 2015, the increase in
central costs and that the timing of the Group's return to
profitability is uncertain. The Board considers that any such
capital return to shareholders would be enhanced by improvements to
profitability in the Optimus business. It has also received various
views from shareholders and advisors which it is in the process of
assessing. The Board continues to review the options available to
them, taking into account consideration of risks and returns, and
does not consider that a return of capital would be appropriate
while this review is ongoing. Shareholders will be updated in due
course.
On behalf of shareholders and the Board I would like to thank
the staff and other stakeholders for their hard work this year as
the group has continued to focus its activities, develop more
coherence and build greater value in its most strategic areas.
Andrew Brode
Chairman
5 April 2016
CHIEF EXECUTIVE'S STATEMENT
BUSINESS MODEL AND STRATEGY
Business model
Electric Word plc is a specialist media group supporting
management development and decision-making through a wide range of
digital, live and paper formats. Our approach is to identify niche
communities within our market sectors and fulfil their key
information, professional development and best practice needs.
Our business model starts with the customer. By better
understanding our customers' aspirations and challenges we can
provide increasingly valuable information products that support
their critical decisions and key objectives. We serve our
customers' needs through many different formats, including
subscription websites, events, face-to-face training, online
training, books, magazines, special reports, bespoke research and
consultancy. Competencies developed in one sector can then be
transferred to another as opportunities arise. Within this mix we
favour high-quality revenue streams from digital subscription
services, tools that connect directly with customer work
requirements and live events with the scale to build brand presence
in their markets.
We aim to increase the value of the services that we deliver
over the lifetime of each customer relationship. We deliver this by
increasing the penetration of our information within each customer
organisation and also by innovating and developing new
products.
Group Strategy
Our business model requires focus and investment, so it is
important that the activities we select for strategic development
are scalable and will ultimately generate high margins.
The deep knowledge of customers and markets needed to deliver
our business model also means that we concentrate on a small number
of market sectors and activities. We are therefore focusing the
business on doing fewer things, each at a greater scale, to seek to
achieve higher margins. Our objective is a simpler business that is
better able to capitalise on the opportunities in our markets and
the changing technology underpinning our sector. During 2015, we
simplified the business further by disposing of Radcliffe Solutions
Ltd and the Radcliffe Publishing business which operated in the
Health sector. On 4 January 2016, we also disposed of our interests
in iGaming Business Ltd thereby exiting from the gaming sector.
As a result of this simplification of the business we have
embarked on a programme of improving efficiency to ensure that
costs in all businesses are at a level appropriate to their growth
objectives.
GROUP PERFORMANCE
Total Group 2015 Change 2014
GBP'000 % GBP'000
Restated
Continuing operations
---------------------------------------- --------- ------- ----------
Revenue 6,893 -3% 7,076
---------------------------------------- --------- ------- ----------
Adjusted EBITA* (1,333) 25% (1,063)
---------------------------------------- --------- ------- ----------
Margin -19% -15%
---------------------------------------- --------- ------- ----------
Discontinued operations
---------------------------------------- --------- ------- ----------
Revenue 6,914 -5% 7,295
---------------------------------------- --------- ------- ----------
Adjusted EBITA* 2,270 42% 1,599
---------------------------------------- --------- ------- ----------
Margin 33% 22%
---------------------------------------- --------- ------- ----------
Continuing and Discontinued operations
---------------------------------------- --------- ------- ----------
Revenue 13,807 -4% 14,371
---------------------------------------- --------- ------- ----------
Adjusted EBITA* 937 75% 536
---------------------------------------- --------- ------- ----------
Margin 7% 4%
---------------------------------------- --------- ------- ----------
Comparative figures for the year to 30 November 2014 have been
reclassified to reflect the results of the Radcliffe Solutions,
Radcliffe Publishing and iGaming businesses as discontinued
operations as a result of their disposals. See note 9.
Revenues
Revenues from continuing operations were 3% lower than 2014 as
growth in Sport was counterbalanced by reduced sales from
Education. Subscriptions revenue grew by 8% and now accounts for
40% of total revenues from continuing operations (36% in 2014).
Revenues from discontinued operations reduced by 5% compared to
2014. This was driven by strong growth in iGaming revenues offset
by lower book sales as a result of the Radcliffe Publishing
disposal on 31 May 2015 and the impact of the Radcliffe Solutions
disposal on 28 January 2015.
Profitability
In the continuing businesses, adjusted profit margins fell in
Education but improved in Sport which returned to profit. Overall,
Group Adjusted EBITA for continuing operations is down to a loss of
GBP1.3m from a loss of GBP1.1m in 2014.
Adjusted EBITA from discontinued operations improved by 42% as a
result of strong profit performance in the Gaming business. This
improvement enabled the Group to realise the full value of this
business when it was sold after year end.
Divisional PERFORMANCe - CONTINUING OPERATIONS
Following the disposal of iGaming Business in January 2016, the
Directors have restructured the management of the Group's
continuing operations and now organises its management and
reporting around two market-facing divisions: Sport and
Education.
SPORT DIVISION
2015 Change 2014
Continuing Operations GBP'000 % GBP'000
Restated
------------------------- --------- ------- ----------
Revenue 2,366 23% 1,917
------------------------- --------- ------- ----------
Adjusted EBITA* 152 -643% (28)
------------------------- --------- ------- ----------
Margin 6% -1%
------------------------- --------- ------- ----------
The table above excludes the results of the iGaming Business Ltd
which was sold on 4 January 2016 - see note 9.
The Sport division provides market information and knowledge to
professionals in the global business of sport, particularly on
media rights, sponsorship and event hosting.
Revenue in this division grew by 23%, with 59% of revenue from
live or digital services in 2015 (53% in 2014). Subscriptions grew
by 26% and now account for 67% of the revenue in this division (65%
in 2014). Revenue from bespoke consulting projects also grew
significantly and accounted for 11% of revenue (6% in 2014),
whereas advertising reduced from 24% to 18% of divisional revenue.
During the year the online sponsorship deals database was
redeveloped to enhance the value of the Sports Sponsorship Insider
service and the coverage of the Rights Tracker online database was
broadened by further research.
The increase in revenues brought the division into profit in
2015, whilst still maintaining investment in development of our
digital products and staff.
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EDUCATion DIVISION
2015 Change 2014
Continuing Operations GBP'000 % GBP'000
Restated
------------------------- --------- ------- ----------
Revenue 4,527 -12% 5,159
------------------------- --------- ------- ----------
Adjusted EBITA* (717) 175% (261)
------------------------- --------- ------- ----------
Margin -16% -5%
------------------------- --------- ------- ----------
The table above now includes the results of the Speechmark
business which was previously reported in the Health segment. The
results of the Incentive Plus business which was sold on 15 October
2014 have been excluded- see note 9.
The Education division now includes the Optimus and Speechmark
businesses. Optimus supports teachers' professional development
requirements through an online subscription-based information and
training service and through live conferences. Speechmark publishes
books and other resources for speech and language therapists,
mental health professionals and teachers in schools.
This business evolved further in 2015. New premium membership
services were developed: Premium CPD, launched in 2014, is a
subscription service providing schools with downloadable training
courses and Unlimited CPD, launched in October 2015, gives access
to all online membership services as well as Optimus conferences.
These premium membership services grew through the year while
subscriptions to the Knowledge Centre database of articles and case
studies continued to decline. The conferences business had a more
difficult year than in 2014 and book sales were lower following a
decision to divest from this lower value activity. Following an
external review, the business will now focus on conferences for a
narrower group of school senior leaders alongside the Premium CPD
and Unlimited services.
Speechmark revenues were down slightly although UK book sales
increased by 8% driven by growing Amazon sales and a number of
strong second editions.
Central costs
These costs represent those central group costs which have not
been recharged to the divisions and are therefore not included in
the divisional results. They include Board fees and costs related
to being both a public company and a Group as well as some of the
costs of central functions such as HR, IT and unallocated property
costs.
2015 Change 2014
GBP'000 % GBP'000
--------------------------------------- --------- ------- ---------
Adjusted EBITA* (768) -1% (774)
--------------------------------------- --------- ------- ---------
As % of Group revenue from continuing
operations 11% 11%
--------------------------------------- --------- ------- ---------
Net interest payable (16) (35)
--------------------------------------- --------- ------- ---------
The Group maintained its central costs at broadly flat levels in
2015. For the current year, although we anticipate reducing central
costs where possible, it is likely that central costs will be
higher than in 2015 as a result of higher property costs and costs
which were previously allocated to the businesses which have been
sold.
Net interest payable is consistent with the reduction in the
Group's debt due to loan repayments made in 2014 and 2015.
Julian Turner
Chief Executive
5 April 2016
OPERATING AND FINANCIAL REVIEW
Financial summary (GBP'000) 2015 2014
GBP'000 GBP'000
Restated
Continuing operations
Revenue 6,893 7,076
Adjusted EBITA* (1,333) (1,063)
Margin -19% -15%
Discontinued operations
Revenue 6,914 7,295
Adjusted EBITA* 2,270 1,599
Margin 33% 22%
Continuing and Discontinued operations
Revenue 13,807 14,371
Adjusted EBITA* 937 536
Margin 7% 4%
Continuing operations
Revenue 6,893 7,076
Gross profit 3,843 3,777
Adjusted EBITA* (1,333) (1,063)
------------------------------------------------ ---------- ----------
Amortisation (470) (471)
Impairment expense (1,000) -
Restructuring costs - (91)
Share-based payment charges (66) (270)
------------------------------------------------ ---------- ----------
Loss before tax from continuing operations (2,885) (1,930)
================================================ ========== ==========
Loss for the financial year from continuing
operations (2,666) (1,671)
================================================ ========== ==========
Loss for the financial year from continuing
and discontinued operations (2,292) (1,289)
================================================ ========== ==========
* Adjusted figures (note 5) exclude amortisation,
impairment of goodwill and intangible assets, acquisition-related
and restructuring credits and costs, share based
payment costs, as well as the tax impact of those
adjusting items and any non-cash tax credits and
charges.
------------------------------------------------------------------------
A summary of the Group's financial results is given in the table
above. Further details on revenue and adjusted profit performance
are given in the Chief Executive's statement.
CONTINUING AND DISCONTINUED OPERATIONS
As noted in the Chairman's statement, during 2015 the Group
disposed of Radcliffe Solutions and Radcliffe Publishing Ltd, and
on 4 January 2016 the Group's 70% interest in iGaming Business Ltd
was sold for GBP13.8m.
As the sale of the stake in iGaming Business Ltd was after the
date of the balance sheet, its assets and liabilities have been
separately classified as held for sale in the Consolidated Group
Statement of Financial Position (see note 9). The Group will
recognise the profit on the sale of its interest in iGaming
Business in its 2016 results which will also show the sale's impact
on cash balances.
The results of Radcliffe Solutions, Radcliffe Publishing and
iGaming Business have been classed as discontinued operations in
2015 as they no longer form part of the Group and our 2014 results
have been restated accordingly. The total net profit from
discontinued operations (net of tax) included in the Consolidated
Statement of Comprehensive Income is GBP374,000 (2014:
GBP382,000).
The profit from discontinued operations in 2015 is net of a tax
charge of GBP1.2m arising from de-recognition of a deferred tax
asset as a result of the disposal of iGaming Business. In
accordance with International Financial Reporting Standards, the
deferred tax charge has been recognised at 30 November 2015 as the
reduction in the value of the deferred tax asset was reasonably
foreseeable, whilst the profit on disposal will be recognised in
2016 aligned with the date the transaction completed.
Further details of results from discontinued operations are
given in notes 9 and 26.
ADJUSTED AND STATUTORY RESULTS
In these results we refer to adjusted and statutory results.
Adjusted results are prepared to provide a more comparable
indication of the Group's underlying business performance. A
reconciliation of statutory results to adjusted results is given in
note 5, and further details of adjusting items are given below.
Amortisation
Amortisation of intangible fixed assets for continuing
operations charged in 2015 amounted to GBP470,000 (2014:
GBP471,000). Details of intangible fixed assets are given in note
12.
Impairment charges
An impairment expense of GBP1m has been recognised in 2015
against the carrying value of goodwill in the Optimus business.
This reflects declining subscriptions to the Knowledge Centre
product and the decision to focus the business on the conference
and premium subscription products following an external review of
the business. Further details are given in note 11.
There were no impairment charges recognised in 2014 in
continuing operations. Impairment charges of GBP778,000 were booked
in 2014 discontinued operations comprising GBP414,000 and
GBP364,000 in impairments recognised on Radcliffe Solutions Ltd's
goodwill and intangible assets respectively.
Restructuring costs
There were no restructuring costs in 2015 in relation to
continuing operations. In 2014, a restructuring charge of GBP91,000
was incurred relating to the cost of making changes to the
Education senior management and content teams.
Share-based payment charges
Share-based payment charges are recognised to spread the fair
value of each award over the vesting period on a straight-line
basis, after allowing for an estimate of the share awards that will
actually vest. The expense recognised in 2015 was GBP66,000 (2014:
GBP270,000).
OTHER KEY FINANCIAL ITEMS
Capital expenditure
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During the year, the Group has invested an additional GBP286,000
in web development and enhancing its digital products (2014:
GBP511,000). The majority of web development spend this financial
year has concentrated on launching major enhancements to the
Education subscriptions website, and further development of digital
subscription products in Sports Business.
The Group also incurred GBP95,000 of additions to property,
plant and equipment, the majority of which related to the fit-out
of a new office (2014: GBP12,000).
Debt and cash flow
Net cash (note 27) at 30 November 2015 was GBP449,000 (2014: net
debt of GBP389,000). The Group has gross bank debt (note 18) of
GBP94,000 at November 2015 (2014: GBP389,000). This is being repaid
over equal monthly instalments to May 2017.
Cash conversion rate
GBP'000 2015 2014
GBP'000 GBP'000
Restated
----------------------------------------- --------- ----------
Cash from operating activities before
interest and tax 496 500
----------------------------------------- --------- ----------
Net cash outflow from restructuring
costs - 91
----------------------------------------- --------- ----------
Adjusted cash from operating activities
before interest and tax 496 591
----------------------------------------- --------- ----------
Adjusted EBITA from Continuing and
Discontinued operations 937 536
----------------------------------------- --------- ----------
Adjusted cash conversion of operating
profits for year 53% 110%
----------------------------------------- --------- ----------
The high cash conversion rate in 2014 was primarily a result of
significant pre-billing of 2015 events during 2014 and cash
collection of annual subscriptions. In 2015, cash conversion was
impacted by lower levels of cash collected against the iGaming 2016
London conference compared to the prior year, lower amounts of cash
collected against annual Education subscriptions and the disposal
of the Radcliffe Solutions business which used to bill software
licences in advance.
In addition, Group cash flow has been impacted by GBP1,078,000
proceeds from the disposal of discontinued activities, bank loan
repayments of GBP292,000 and the payment of GBP185,000 of dividends
to the minority shareholder of iGaming Business Ltd.
Earnings per share
Statutory diluted earnings per share from continuing and
discontinued operations are 0.62p loss (2014: 0.35p loss). Adjusted
diluted earnings per share (calculated using adjusted profit from
continuing operations) are 0.33p loss (2014: 0.28p loss) reflecting
the net impact of trading performance and investments made during
the year as noted in the Business and Performance Review section of
the Strategic Report.
Dividends
The Directors have not proposed a dividend to be paid in respect
of 2015 (2014: GBPnil).
William Fawbert
Finance Director
5 April 2016
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 November 2015
2015 2014
Notes GBP'000 GBP'000
Restated
-------------------------------------- ------ ---------- ----------
CONTINUING OPERATIONS
Revenue 2 6,893 7,076
Cost of Sales - Direct costs (2,182) (2,384)
Cost of Sales - Marketing expenses (868) (915)
-------------------------------------- ------ ---------- ----------
GROSS PROFIT 2 3,843 3,777
Other operating expenses 7 (5,169) (5,030)
Restructuring costs 5 - (91)
Depreciation expense 7 (73) (80)
Amortisation expense 7 (470) (471)
Impairment charges 7 (1,000) -
Total administrative expenses (6,712) (5,672)
OPERATING LOSS (2,869) (1,895)
Finance costs 6 (16) (35)
LOSS BEFORE TAX 7 (2,885) (1,930)
Taxation 8 219 259
LOSS FOR THE FINANCIAL YEAR FROM
CONTINUING OPERATIONS (2,666) (1,671)
DISCONTINUED OPERATIONS
PROFIT FOR THE FINANCIAL YEAR FROM
DISCONTINUED OPERATIONS, NET OF TAX 9 374 382
-------------------------------------- ------ ---------- ----------
LOSS FOR THE FINANCIAL YEAR (2,292) (1,289)
====================================== ====== ========== ==========
Attributable to:
- Equity holders of the parent (2,523) (1,405)
- Non-controlling interest 231 116
-------------------------------------- ------ ---------- ----------
Total comprehensive LOSS (2,292) (1,289)
====================================== ====== ========== ==========
LOSS PER SHARE
From continuing and discontinued
operations
Basic 10 (0.62)p (0.35)p
Diluted 10 (0.62)p (0.35)p
From continuing operations
Basic 10 (0.66)p (0.41)p
Diluted 10 (0.66)p (0.41)p
====================================== ====== ========== ==========
2014 results have been restated to show the effect of operations
which have been discontinued in the current period.
Of the profit for the financial year from discontinued
operations, GBP143,000 (2014: GBP266,000) is attributable to equity
holders of the parent and GBP231,000 (2014: GBP116,000) is
attributable to the non-controlling interest.
CONSOLIDATED GROUP AND COMPANY STATEMENTS OF CHANGES IN
EQUITY
For the year ended 30 November 2015
GROUP Reserve
Share for Non-
Share premium Merger own Retained controlling Total
capital account reserve shares earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- --------- --------- --------- --------- ---------- ---------- ------------- ---------
At 1 December
2013 4,068 7,531 105 (123) (3,960) 7,621 268 7,889
Total comprehensive
income - - - - (1,405) (1,405) 116 (1,289)
Tax credited
directly to
equity (note
15) - - - - 112 112 - 112
4,068 7,531 105 (123) (5,253) 6,328 384 6,712
Dividend paid
by subsidiary - - - - - - (303) (303)
Share issues 8 - - - - 8 - 8
Share based
payments - - - - 270 270 - 270
At 30 November
2014 4,076 7,531 105 (123) (4,983) 6,606 81 6,687
Total comprehensive
income - - - - (2,523) (2,523) 231 (2,292)
Tax debited
directly to
equity (note
15) - - - - (112) (112) - (112)
4,076 7,531 105 (123) (7,618) 3,971 312 4,283
Dividend paid
by subsidiary - - - - - - (185) (185)
Share based
payments - - - - 66 66 - 66
At 30 November
2015 4,076 7,531 105 (123) (7,552) 4,037 127 4,164
======================= ========= ========= ========= ========= ========== ========== ============= =========
COMPANY Share
Share premium Retained Total
capital account earnings equity
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- --------- --------- ---------- ---------
At 1 December 2013 4,068 7,531 (6,184) 5,415
Total comprehensive income - - (2,569) (2,569)
Tax credited directly to equity
(note 15) - - 112 112
4,068 7,531 (8,641) 2,958
Share issues 8 - - 8
Share based payments - - 270 270
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--------------------------------- --------- --------- ---------- ---------
At 30 November 2014 4,076 7,531 (8,371) 3,236
Total comprehensive income - - (2,035) (2,035)
Tax debited directly to equity
(note 15) - - (112) (112)
4,076 7,531 (10,518) 1,089
Share based payments - - 66 66
At 30 November 2015 4,076 7,531 (10,452) 1,155
================================= ========= ========= ========== =========
CONSOLIDATED GROUP AND COMPANY STATEMENTS OF FINANCIAL
POSITION
As at 30 November 2015
Group Company
2015 2014 2015 2014
Notes GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- ------ -------- -------- --------- --------
ASSETS
Non-current assets
Goodwill 11 3,050 4,869 - -
Intangible assets 12 882 1,754 34 23
Property, plant and equipment 13 46 24 46 23
Investments 14 - - 4,736 6,380
Deferred tax assets 15 637 1,804 - 248
-------------------------------- ------ -------- -------- --------- --------
4,615 8,451 4,816 6,674
Current assets
Inventories 16 622 1,267 - -
Trade and other receivables 17 1,987 2,777 3,741 6,729
Cash and cash equivalents 27 542 - 468 152
-------------------------------- ------ -------- -------- --------- --------
3,151 4,044 4,209 6,881
Assets classified as
held for sale 9 1,544 81 - -
-------------------------------- ------ -------- -------- --------- --------
Total current assets 4,695 4,125 4,209 6,881
-------------------------------- ------ -------- -------- --------- --------
TOTAL ASSETS 9,310 12,576 9,025 13,555
================================ ====== ======== ======== ========= ========
EQUITY AND LIABILITIES
Capital and Reserves
Called up ordinary share
capital 23 4,076 4,076 4,076 4,076
Share premium account 7,531 7,531 7,531 7,531
Merger reserve 105 105 - -
Reserve for own shares 24 (123) (123) - -
Retained earnings (7,552) (4,983) (10,452) (8,371)
Equity attributable to
equity holders of the
parent 4,037 6,606 1,155 3,236
Non-controlling interest 25 127 81 - -
-------------------------------- ------ -------- -------- --------- --------
TOTAL EQUITY 4,164 6,687 1,155 3,236
-------------------------------- ------ -------- -------- --------- --------
Non-current liabilities
Borrowings 18 28 94 28 94
Deferred tax liabilities 15 50 178 - -
78 272 28 94
Current liabilities
Borrowings 18 66 295 66 292
Current tax liabilities - 61 - -
Trade payables and other
payables 19 1,640 2,543 7,716 9,873
Provisions 21 60 60 60 60
Deferred income 20 1,934 2,481 - -
-------------------------------- ------ -------- -------- --------- --------
3,700 5,440 7,842 10,225
Liabilities associated
with assets classified
as held for sale 9 1,368 177 - -
-------------------------------- ------ -------- -------- --------- --------
Total current liabilities 5,068 5,617 7,842 10,225
-------------------------------- ------ -------- -------- --------- --------
TOTAL LIABILITIES 5,146 5,889 7,870 10,319
TOTAL EQUITY AND LIABILITIES 9,310 12,576 9,025 13,555
================================ ====== ======== ======== ========= ========
These financial statements were approved by the Board of
Directors and authorised for issue on 5 April 2016 and are signed
on its behalf by:
Julian Turner William Fawbert
Chief Executive Finance Director
CONSOLIDATED AND COMPANY CASH FLOW STATEMENT
For the year ended 30 November 2015
Group Company
2015 2014 2015 2014
Notes GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- ------ -------- -------- -------- --------
(Loss) / profit for the
financial year (2,292) (1,289) (2,035) (2,569)
Taxation 1,196 (74) 136 (72)
Amortisation & impairment
expense, reduction in
goodwill 11,12 1,582 1,470 15 44
Depreciation 13 73 88 72 85
Impairment of investment
in subsidiary 14 - - 1,644 480
(Loss) / profit on disposal
of discontinued operations 26 27 (4) (121) -
Finance costs 16 35 16 35
Share based payment charges
/ (credits) 7 66 270 66 270
Operating cash flows
before movement in working
capital 668 496 (207) (1,727)
Decrease / (increase)
in inventories 233 343 - -
Decrease / (increase)
in receivables (132) 598 2,988 89
(Decrease) / increase
in payables (273) (937) (2,157) 1,538
Cash flow from operating
activities before interest
and tax 496 500 624 (100)
Interest paid 6 (16) (35) (16) (35)
Taxation paid (154) (144) - -
Cash inflow / (outflow)
from operating activities 326 321 608 (135)
------------------------------- ------ -------- -------- -------- --------
INVESTING ACTIVITIES
Purchase of property
plant and equipment 13 (95) (12) (95) (11)
Purchase of intangible
assets 12 (286) (511) (26) -
Proceeds from disposal
of discontinued operations 26 1,078 120 121 -
Net cash inflow / (outflow)
from investing activities 697 (403) - (11)
------------------------------- ------ -------- -------- -------- --------
FINANCING
Proceeds from issuance
of ordinary shares 23 - 8 - 8
Proceeds of new borrowings 27 - 200 - 200
Repayments of borrowings 27 (292) (289) (292) (289)
Payment of dividend to
minority interest (185) (303) - -
Net cash outflow from
financing activities (477) (384) (292) (81)
------------------------------- ------ -------- -------- -------- --------
NET INCREASE / (DECREASE)
IN CASH AND CASH EQUIVALENTS 546 (466) 316 (227)
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF YEAR (3) 463 152 379
CASH AND CASH EQUIVALENTS
AT END OF YEAR 27 543 (3) 468 152
=============================== ====== ======== ======== ======== ========
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 November 2015
1. ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented. There have
been no changes to accounting policies in the period.
BASIS OF PREPARATION
The financial statements have been prepared in accordance with
International Financial Reporting Standards as endorsed by the
European Union ("IFRS"), IFRIC interpretations and the Companies
Act 2006 applicable to companies reporting under IFRS.
The financial statements of the Group and the Parent Company
have been prepared under the historical cost convention and in
accordance with applicable accounting standards.
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A discontinued operation is a component of the Group's business,
the operations and cash flows of which represents a separate major
line of business. Classification of a discontinued operation occurs
at the earlier of disposal or when the operation meets the criteria
to be classified as held for sale. When an operation is classified
as a discontinued operation, the comparative statement of profit or
loss is restated as if the operation had been discontinued from the
start of the prior year. Comparative figures for the year to 30
November 2014 have been reclassified to reflect the results of the
Radcliffe Solutions, Radcliffe Publishing and iGaming businesses as
discontinued operations as a result of their disposals.
As permitted by Section 408 of the Companies Act 2006, no
separate income statement is presented for the Company. The
Company's loss for the year was GBP2,035,000 (2014: GBP2,569,000
loss).
Operating profit is defined as profit before tax but excluding
net finance and related costs and investment income.
GOING CONCERN
The Group has made a loss for the year of GBP2,292,000 (2014:
GBP1,289,000) and has net assets of GBP4,164,000 (2014:
GBP6,687,000); notwithstanding this it has a net current
liabilities position at 30 November 2015 of GBP373,000 (2014:
GBP1,492,000). The level of bank debt has however reduced to
GBP94,000 (2014:GBP389,000), and the Group also received net
proceeds of GBP12.1m in January 2016 from the sale of iGaming
Business Ltd. The Directors have prepared group cash flow forecasts
for the period ending 30 November 2018, which take into account
known factors in the business including the disposal of iGaming
Business Ltd in January 2016. These forecasts indicate that the
Group will continue to meet its liabilities and bank debt
requirements as they fall due for the foreseeable future. The
business is currently trading in line with these forecasts. In the
event of forecast trading levels not being met due to a weaker
economic climate than forecast, the Directors have the scope to
take further actions to enable the group to meet its liabilities as
they fall due for the foreseeable future and for it to remain
within its financial covenants and financial facilities. On this
basis the Directors believe that it remains appropriate to prepare
the financial statements on a going concern basis.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Within the consolidated and company financial statements there
are a number of areas where management has to include their best
estimate of likely outcomes based on their first-hand knowledge of
the markets and situation. The preparation of consolidated and
company financial statements will require management to make
judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from
these estimates.
In preparing these consolidated and company financial
statements, the significant judgements made by management in
applying the accounting policies and the key sources of estimation
uncertainty were:
-- Valuation and asset lives of intangible assets - which are
based on management's considered opinion of what has been bought
and what value it is to the Group in the future. Valuation
methodologies include the use of discounted cash flows, revenue and
profit multiples, whilst asset lives are estimated on the type of
asset acquired or generated and range between three and ten
years;
-- Impairment of assets - assets are subject to at least annual
impairment reviews and testing, and the running of these tests and
the numbers that form part of them will be based as far as possible
on actual known results but will by nature include predictions of
future outcomes. The asset carrying values are compared to
estimates of the assets' value in use. This value in use is
calculated by looking at the cash generating units underlying the
assets and management estimating the future cash flows after
applying a suitable discount factor. The estimates of future cash
flows are based on detailed forecasts produced by management.
Assumptions on the goodwill assets are given in note 11;
-- Provisioning: both trade receivables for bad debt and
inventories for returns and obsolescence are reviewed for potential
write down. The provisions created to cover these areas are based
on managements' experience and considered opinion of the assets'
current value;
-- Contingent consideration: provisions are made at the
Directors' best estimate of what the consideration will be but as
based on future results it can only be assessed on current
knowledge and expectations with no certainty. The provisions made
are considerably under the maximum amounts which could be
payable
-- Valuation of share based payments - which are calculated from
modelling including estimates of non-transferability, exercise
restrictions, and behavioural considerations, including such
factors as the volatility of the Company's share price. These
inputs and the methods are set out in note 28;
-- Deferred tax: both assets and liabilities require judgement
in determining the amounts to be recognised, in particular the
extent to which assets should be recognised in consideration of the
timing and level of future taxable income.
2 REVENUE AND COST OF SALES
An analysis of the Group's income from continuing operations is
as follows:
2015 2014
GBP'000 GBP'000
Restated
------------------------------------ -------- ----------
Revenue
Sale of goods 1,726 2,019
Rendering of services 5,167 5,057
------------------------------------ -------- ----------
6,893 7,076
Cost of sales
Change in inventories of finished
goods (233) (343)
Raw materials and consumables used (1,949) (2,041)
Marketing costs (868) (915)
------------------------------------ -------- ----------
(3,050) (3,299)
Gross profit 3,843 3,777
------------------------------------ -------- ----------
3 SEGMENTAL ANALYSIS
Segmental information is presented in respect of the Group's
business divisions. This format is based on the Group's management
and internal reporting structure, as reviewed by the Board when
reviewing performance, allocating resources and making strategic
decisions. Following the disposal of iGaming Business Ltd, the
Directors have restructured the management of the Group's
continuing operations and now organises its management and
reporting around two market-facing divisions: Education and
Sport.
-- Sport (S): provides insight, data and analysis to the business communities behind sport.
-- Education (E): provides professional education, development,
training and resources to professional communities in schools and
other institutions including school managers, teachers, speech and
language therapists and special needs co-ordinators.
-- Central costs (PLC): the group function represents central
costs which are not directly related to the Divisions' trading and
are not recharged. Finance costs and investment income are also
included here as these are driven by central policy which manages
the cash position across the Group.
Operating profit is defined in note 1. The sector analysis
includes the adjusted operating profit (note 5) to allow
shareholders to gain a further understanding of the trading
performance of the Group and is considered by the Board alongside
operating profit and profit before tax to assess performance and
review strategy.
As described in note 9, three businesses have been classed as
discontinued in the current year. The information in the table
below excludes amounts relating to discontinued activities and 2014
comparatives have been restated accordingly
Analysis by Year ended 30 November Year ended 30 November
market sector 2015 2014 - Restated
- continuing
operations
S E PLC Total S E PLC Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Revenue 2,366 4,527 - 6,893 1,917 5,159 - 7,076
-------------------- --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Adjusted operating
(loss) /profit
(note 5) 152 (717) (768) (1,333) (28) (261) (774) (1,063)
Share based
payment
credits/(charges) - - (66) (66) - - (270) (270)
Restructuring
costs - - - - - (91) - (91)
Amortisation
of intangible
assets (112) (342) (16) (470) (126) (300) (45) (471)
Impairment
expense - (1,000) - (1,000) - - - -
Operating
(loss) / profit 40 (2,059) (850) (2,869) (154) (652) (1,089) (1,895)
Finance costs - - (16) (16) - - (35) (35)
(Loss) / profit
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before tax 40 (2,059) (866) (2,885) (154) (652) (1,124) (1,930)
==================== ========= ========== ========== ========== ========== ========== ========== =========
3 SEGMENTAL ANALYSIS (continued)
Analysis by market Year ended 30 Year ended 30 November
sector - continuing November 2015 2014 - Restated
operations
S E PLC Total S E PLC Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
Depreciation
and amortisation 112 343 87 542 126 295 130 551
Impairment expense - 1,000 - 1,000 - - - -
Expenditure on
intangible fixed
assets 81 157 26 264 115 276 - 391
Expenditure on
property, plant
and equipment - - 94 94 - 1 11 12
Analysis by market sector Assets Liabilities
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------- -------- -------- --------
Sport 347 221 677 528
Education 2,093 2,671 1,784 2,133
2,440 2,892 2,461 2,661
Discontinued operations 1,474 1,730 1,604 1,928
Group function 4,759 6,150 760 675
Gross debt and taxation
(current and deferred) 637 1,804 321 625
9,310 12,576 5,146 5,889
=========================== ======== ======== ======== ========
The UK is the Group's country of domicile and the majority of
revenues from external customers is generated there. There are no
inter-segmental sales. An analysis of continuing revenues split by
customers' country of origin is given below.
2015 2014
GBP'000 GBP'000
----------------------- -------- --------
UK 4,905 5,273
Europe (excluding UK) 1,347 1,041
North America 222 235
Rest of the World 419 527
6,893 7,076
======================= ======== ========
4 EMPLOYEES
The average monthly number of persons (including directors)
employed by the Group during the year, analysed by category, was as
follows:
2015 2014
Number Number
------------------------------- ------- -------
Sales and marketing 45 51
Content and production 49 55
Administration and management 33 33
127 139
=============================== ======= =======
Their aggregate remuneration comprised:
2015 2014
GBP'000 GBP'000
------------------------------------- -------- --------
Wages and salaries 5,136 5,510
Social security costs 518 535
Pension costs 86 55
Equity-settled share-based payments
and related costs / (credits) 66 270
5,806 6,370
===================================== ======== ========
4 EMPLOYEES (continued)
This remuneration is included in other operating expenses except
for: GBP1,314,000 (2014: GBP1,759,000) in discontinued operations,
GBP24,000 (2014: GBP144,000) included in cost of sales - direct
costs; GBP220,000 (2014: GBP131,000) included in cost of sales -
marketing expenses; GBPnil (2014: GBP91,000) included in
restructuring costs and GBP170,000 (2014: GBP328,000) capitalised
in intangible fixed assets for web site development.
The Group considers that the Board of Directors are the key
management personnel. Their remuneration is summarised in the
Remuneration Report on page 22.
5 ADJUSTED PROFIT
Adjusted profits are presented to allow shareholders to gain a
further understanding of the trading performance of the Group.
Profits are adjusted for items not considered by management to be
part of the underlying trends in the business together with the
related tax effect of those items. The adjustments add back items
which have no cash impact or are not trade related and of a
non-recurring type.
Adjusted figures exclude amortisation and impairment of goodwill
and intangible assets, restructuring and acquisition-related costs,
and share based payment costs, as well as the tax impact of those
adjusting items and any non-cash tax charges.
As noted in the Strategic Report, the Group has disposed of the
Radcliffe Solutions Ltd and the Radcliffe Publishing business
during 2015, whilst the Group's 70% stake in iGaming Business Ltd
was disposed of post year end. The results of these businesses have
therefore been classed as discontinued and excluded from adjusted
amounts in both 2015 and 2014 - see note 9. During 2014, the Group
also incurred a restructuring charge of GBP91,000 related to the
Education division.
The 2014 restructuring costs were considered to be taxable items
for corporation tax and thus attributable tax has been included in
the period 21.7% of their value.
A reconciliation of operating profit to Adjusted EBITA split
between continuing and discontinued operation is given in the table
below. Further detail on discontinued operations is given in note
9.
2015 2015 2015 2014 2014 2014
Continuing Disc'd Total Continuing Disc'd Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Restated Restated Restated
--------------------- ------ ------------ -------- -------- ------------ ---------- ----------
Operating (loss)
/ profit 7 (2,869) 1,816 (1,053) (1,895) 563 (1,332)
--------------------- ------ ------------ -------- -------- ------------ ---------- ----------
Amortisation
of intangible
assets 7 470 112 582 471 221 692
Impairment expense 11,12 1,000 - 1,000 - 778 778
Restructuring
costs - 342 342 91 37 128
Share based payment
charges 7 66 - 66 270 - 270
Adjusting items
to operating
profit 1,536 454 1,990 832 1,036 1,868
Adjusted operating
profit for the
year (Adjusted
EBITA) (1,333) 2,270 937 (1,063) 1,599 536
Depreciation 7 73 - 73 80 8 88
Adjusted earnings
before interest,
tax, depreciation
and amortisation
for the year (1,260) 2,270 1,010 (983) 1,607 624
===================== ====== ============ ======== ======== ============ ========== ==========
5 ADJUSTED PROFIT (continued)
2015 2014
GBP'000 GBP'000
Restated
--------------------------------------- ---------- ----------
Loss before tax for the year from
continuing operations (2,885) (1,930)
---------------------------------------- ---------- ----------
Adjusting items to operating loss 1,536 832
Adjusting items to loss before
tax 1,536 832
Adjusted loss before tax for the
year from continuing operations (1,349) (1,098)
======================================== ========== ==========
Loss for the year attributable
to equity holders of the parent (2,523) (1,405)
Deduct profit for the year from
discontinued operations attributable
to equity holders of the parent (143) (266)
---------------------------------------- ---------- ----------
Loss for the year attributable
to equity holders of the parent
from continuing operations (2,666) (1,671)
---------------------------------------- ---------- ----------
Adjusting items to operating loss 1,536 832
Attributable tax expense on adjusting
items - (20)
Exclude movements on deferred tax
assets and liabilities taken to
income statement (219) (259)
Adjusting items to profit for the
year 1,317 553
Adjusted loss for the year (1,349) (1,118)
======================================== ========== ==========
6 FINANCE COSTS
2015 2014
GBP'000 GBP'000
--------------------------------------- -------- --------
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Interest on bank loans and overdrafts 16 35
======================================= ======== ========
7 LOSS BEFORE TAXATION FROM CONTINUING OPERATIONS
2015 2014
GBP'000 GBP'000
Restated
----------------------------------------- -------- ----------
Loss before taxation from continuing
operations is stated after charging:
Depreciation and amounts written off
property, plant and equipment - owned
assets 73 80
Amortisation of intangible fixed assets 470 471
Impairment of goodwill 1,000 -
Operating lease rentals:
- Land and buildings 123 112
- Plant and equipment 6 4
Share based payment charges 66 270
========================================= ======== ==========
Other operating expenses as disclosed on the face of the income
statement include staff costs (note 4) of GBP4,078,000 (2014:
GBP3,917,000) and premises costs of GBP463,000 (2014:
GBP390,000).
In 2015, impairment charges of GBP1,000,000 have been recognised
in respect of goodwill as described in note 11 (2014: GBPnil).
There were no impairment charges recognised in discontinued
operations in 2015. In 2014, impairment charges of GBP778,000 were
recognised in respect of Radcliffe Solutions included in
discontinued operations. GBP414,000 related to goodwill and
GBP364,000 was in respect of intangible fixed assets.
Amounts payable to KPMG LLP and their associates in respect of
both audit and non-audit services are as follows:
2015 2014
GBP'000 GBP'000
------------------------------------------- -------- --------
Fees payable to the company's auditor
for the audit of the company's annual
accounts 31 31
Fees payable to the company's auditor
and its associates for other services:
- the audit of the company's subsidiaries
pursuant to legislation 37 41
- other services relating to taxation 10 -
78 72
=========================================== ======== ========
8 TAXATION
2015 2014
GBP'000 GBP'000
Restated
------------------------------------------- -------- ----------
Current tax:
UK corporation tax on profits of the - -
year from continuing operations
Total current tax - -
Deferred taxation:
Origination and reversal of timing
differences (219) (259)
Total deferred tax (219) (259)
Tax credit on loss on ordinary activities
from continuing operations (219) (259)
=========================================== ======== ==========
UK corporation tax is calculated at 20.3% as 21% for the first
four months of the financial year and then 20% for the remainder
(2014: 21.7% as 23% for the first four months of the financial year
and then 21% for the remainder) of the estimated assessable profit
for the year.
8 TAXATION (continued)
Reductions in the UK corporation tax rate from 20% to 19%
(effective from 1 April 2017) and 18% (effective from 1 April 2020)
were substantively enacted on 26 October 2015. A further reduction
to the UK corporation tax rate was announced in the 2016 Budget to
further reduce the tax rate to 17% (to be effective from 1 April
2020). This will reduce the company's future current tax charge
accordingly. The deferred tax assets and liabilities at the balance
sheet date have been calculated based on the rate of 18%
substantively enacted at the balance sheet date.
The total tax charge can be reconciled to the accounting profit
as follows:
Factors affecting tax charge for the 2015 2014
year
GBP'000 GBP'000
Restated
---------------------------------------- -------- ----------
Loss on ordinary activities before tax
from continuing operations (2,885) (1,930)
Loss on ordinary activities multiplied
at the standard rate of corporation
tax in the UK of 20.3% (2014 - 21.7%) (586) (418)
Effect of:
(Credits)/charges not deductible for
tax purposes (34) 173
Recognition of / (reduction to) prior
year tax losses 146 (36)
Change in tax rate 255 22
Tax credit and effective rate for the
year (219) (259)
======================================== ======== ==========
9 DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
On 28 January 2015, the Group disposed of the Radcliffe
Solutions Ltd for cash consideration of GBP125,000
less a GBP4,000 working capital adjustment. At 30
November 2014, the net assets of Radcliffe Solutions
were classified as assets held for sale. This business
was included within the Health reportable segment.
On 19 June 2015, the Group disposed of the Radcliffe
Publishing trade and assets for cash consideration
of GBP957,000. The contractual effective date of
the disposal, and the date on which control over
the business passed to the buyer was 31 May 2015.
This business was included within the Health reportable
segment.
Details of the assets and liabilities disposed of,
and the calculation of the profit and loss on disposal,
are disclosed in note 26.
On 4 January 2016, the Group disposed of its 70%
interest in iGaming Business Ltd for cash consideration
of GBP13,797,000 plus an adjustment for net working
capital which will be determined at a later date.
As at 30 November 2015, the net assets of iGaming
Business Ltd were classified as assets held for
sale.
In 2014, the Group disposed of the Peak Performance
and Sports Injury Bulletin businesses operated through
its subsidiary P2P Publishing Ltd. These businesses
were included within the Health reportable segment.
The Group also disposed of the Incentive Plus business.
This business was included within the Education
reportable segment.
The combined results of the discontinued operations
(ie Peak Performance, Sports Injury Bulletin, Incentive
Plus, Radcliffe Solutions, Radcliffe Publishing
and iGaming Business Ltd) included in the results
for the current and preceding year are set out below.
The comparative profit and cash flows from discontinued
operations have been restated to include those operations
classified as discontinued in the current year.
2015 2014
Profit for the year from discontinued GBP'000 GBP'000
activities
-------------------------------------------- -------- --------
Revenue 6,914 7,295
Expenses (5,098) (5,954)
Impairment losses - (778)
Profit before tax 1,816 563
Attributable tax charge (1,415) (185)
-------------------------------------------- -------- --------
401 378
(Loss) / profit on disposal of operation
(note 26) (27) 4
-------------------------------------------- -------- --------
Profit for the year from discontinued
operations 374 382
============================================ ======== ========
9 DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
(continued)
The total profit before tax of GBP1,816,000 comprises
profit from iGaming of GBP2,374,000, GBP482,000
losses from Radcliffe Publishing, GBP80,000 losses
from Radcliffe Solutions and GBP4,000 of profits
from disposals made in prior years. In 2014, profits
before tax of GBP563,000 comprised iGaming profits
of GBP1,922,000, GBP330,000 losses from Radcliffe
Publishing, GBP967,000 losses from Radcliffe Solutions
and GBP62,000 losses from other disposals. Central
costs of GBP437,000 were allocated to discontinued
businesses in 2015 (2014: 406,000).
The 2015 tax charge attributable to discontinued
operations includes GBP1,163,000 arising from de-recognition
of a deferred tax asset as a result of the disposal
of iGaming Business. In accordance with International
Financial Reporting Standards, the deferred tax
charge has been recognised at 30 November 2015,
despite the disposal after the balance sheet date.
2015 2014
Cash flows from discontinued activities GBP'000 GBP'000
----------------------------------------------- --------- --------
Net cash (outflows) / inflows from
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operating activities (599) 24
Net cash inflows from investing activities 835 121
Net cash outflows from financing (185) (303)
=============================================== ========= ========
Net cash inflows / (outflows) 51 (158)
=============================================== ========= ========
As noted above, at 30 November 2015, the net assets related to
iGaming Business Ltd have been classified as held for sale. At 30
November 2014 the net assets of Radcliffe Solutions Ltd were
classed as held for sale. The major classes of assets and
liabilities classed as held for sale are as follows:
2015 2014
GBP'000 GBP'000
----------------------------------------- -------- --------
Goodwill 500 -
Other intangible assets 75 5
Trade receivables 638 42
Prepayments and accrued income 330 33
Cash and bank balances 1 1
----------------------------------------- -------- --------
Assets classified as held for sale 1,544 81
----------------------------------------- -------- --------
Trade payables 346 54
Taxation 164 -
Other payables 28 6
Accruals 380 34
Deferred income 437 83
Deferred taxation 13 -
----------------------------------------- -------- --------
Liabilities associated with assets
held for sale 1,368 177
----------------------------------------- -------- --------
Net assets / (liabilities) classified
as held for sale 176 (96)
========================================= ======== ========
10 EARNINGS PER ORDINARY SHARE
The calculation of earnings per ordinary share is based on the
following:
2015 2014
Number Number
------------------------------------- ------------ ------------
Weighted average number of shares 407,590,795 406,921,466
Adjustment in respect of SIP shares (619,749) (684,925)
Weighted average number of shares
used in basic earnings per share
calculations 406,971,046 406,236,541
-------------------------------------- ------------ ------------
Dilutive effect of share options 13,265,034 14,459,961
Weighted average number of shares
used in diluted earnings per share
calculations 420,236,080 420,696,502
-------------------------------------- ------------ ------------
2015 2014
GBP'000 GBP'000
Restated
------------------------------------------- ---------- ----------
Loss for the year from continuing
and discontinued operations attributable
to equity holders of the parent (2,523) (1,405)
Profit from discontinued operations
attributable to equity holders of
the parent (143) (266)
-------------------------------------------- ---------- ----------
Loss for the period from continuing
operations (2,666) (1,671)
Adjustment to earnings (Note 5) 1,317 553
-------------------------------------------- ---------- ----------
Adjusted loss for the period from
continuing operations (1,349) (1,118)
-------------------------------------------- ---------- ----------
2015 2014
GBP'000 GBP'000
Restated
Loss per share from continuing and
discontinued operations
Basic loss per share (0.62)p (0.35)p
============================================ ======== ==========
Diluted loss per share (0.62)p (0.35)p
============================================ ======== ==========
Loss per share from continuing operations
Basic loss per share (0.66)p (0.41)p
============================================ ======== ==========
Diluted loss per share (0.66)p (0.41)p
============================================ ======== ==========
Loss per share from discontinued
operations
Basic loss per share (0.00)p (0.00)p
============================================ ======== ==========
Diluted loss per share (0.00)p (0.00)p
============================================ ======== ==========
Adjusted loss per share
Adjusted basic loss per share (0.33)p (0.28)p
============================================ ======== ==========
Adjusted diluted loss per share (0.33)p (0.28)p
============================================ ======== ==========
11 GOODWILL
Group
2015 2014
GBP'000 GBP'000
------------------------------------- -------- --------
Cost
1 December 10,797 11,211
Disposals (319) -
Reclassified as held for sale (note
9) (500) (414)
30 November 9,978 10,797
------------------------------------- -------- --------
Accumulated impairment provisions
1 December 5,928 5,928
Impairment charges for the year 1,000 414
Reclassified as held for sale (note
9) - (414)
30 November 6,928 5,928
------------------------------------- -------- --------
Carrying amount
30 November 3,050 4,869
===================================== ======== ========
Goodwill by segment
Goodwill acquired in a business combination is allocated, at
acquisition, to the cash generating units ('CGUs') that are
expected to benefit from that business combination. CGU are
identified as individual operating units with specific market and
product types, usually derived from the original acquisition. The
carrying amount has been allocated to the operating segments as
follows:
2014 Disposals Impairment Reclassified 2015
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Restated
-------------- ---------- ---------- ----------- ------------- --------
Education 2,580 - (1,000) - 1,580
Sport 1,470 - - - 1,470
Discontinued
operations 819 (319) - (500) -
-------------- ---------- ---------- ----------- ------------- --------
4,869 (319) (1,000) (500) 3,050
============== ========== ========== =========== ============= ========
Goodwill has been restated in the table above to reflect the
change in reportable operating segments described in note 3. During
the year, goodwill has been reduced by GBP319,000 as a result of
the sale of the Radcliffe Publishing business and goodwill
associated with Optimus Education has been impaired by GBP1,000,000
to reflect the uncertainty in the future profitability of the
Optimus subscriptions business. Goodwill of GBP500,000 relating to
iGaming Business Ltd has been reclassified to assets held for sale
- see note 9.
Impairment testing methodology
The Group tests each CGU's goodwill for impairment annually or
more frequently if there are indications that goodwill might be
impaired. The impairments in the periods reported are as disclosed
in note 7.
The recoverable amounts of the CGU are determined from value in
use calculations which are estimated using a discounted cash flow
model. The Group prepares cash flow forecasts derived from the most
recent financial budgets approved by management for the next 3
years and extrapolates further cash flows based on estimated
long-term growth of 3%. The rates do not exceed the average
long-term growth rate for the relevant markets. The pre-tax rate
used to discount the cash flows for SportBusiness and Speechmark is
8.5%, Optimus has used a discount rate of 10.5% which reflects the
greater market challenges and risks with these businesses. In 2014,
a pre-tax discount rate of 8.5% was used for all CGUs.
The key assumptions across the CGU for the value in use
calculations are those regarding revenue growth, profit margin,
cash conversion, discount rate and terminal growth rate. The Group
has formally approved the budgets used for the initial three years.
The terminal growth rates are based on industry growth forecasts.
Management estimate discount rates using pre-tax rates that reflect
the Group's weighted average cost of capital and the risks specific
to the CGU.
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Management has also conducted sensitivity analysis taking into
consideration the impact of reasonably possible changes in the
discount factor, budgeted cash flows and growth assumptions. The
results of this analysis indicate no further impairments are
required.
12 INTANGIBLE ASSETS
Group Company
Other
Publishing acquired Web Computer Web Computer
titles assets design software Total design software Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- ----------- ---------- -------- ---------- -------- -------- ---------- --------
Cost
1 December
2013 4,842 1,235 1,476 200 7,753 176 142 318
Additions - - 511 - 511 - - -
Disposals - - (126) - (126) - - -
Written off (1,235) - - - (1,235) - - -
Reclassified
as held for
sale (note
9) (364) - (7) - (371) - - -
----------------- ----------- ---------- -------- ---------- -------- -------- ---------- --------
30 November
2014 3,243 1,235 1,854 200 6,532 176 142 318
Additions - - 286 - 286 26 - 26
Disposals (714) - (321) - (1,035) - - -
Written off (230) - (279) (181) (690) (122) (142) (264)
Reclassified
as held for
sale (note
9) - - (166) - (166) - - -
----------------- ----------- ---------- -------- ---------- -------- -------- ---------- --------
30 November
2015 2,299 1,235 1,374 19 4,927 80 - 80
----------------- ----------- ---------- -------- ---------- -------- -------- ---------- --------
Amortisation
and impairment
1 December
2013 3,387 1,192 623 152 5,354 141 110 251
Charge for
the year
Impairment 292 43 309 48 692 13 31 44
364 - - - 364 - - -
Disposals - - (31) - (31) - - -
Written off (1,235) - - - (1,235) - - -
Reclassified
as held for
sale (note
9) (364) - (2) - (366) - - -
30 November
2014 2,444 1,235 899 200 4,778 154 141 295
Charge for
the year 200 - 382 - 582 14 1 15
Disposals (395) - (139) - (534) - - -
Written off (230) - (279) (181) (690) (122) (142) (264)
Reclassified
as held for
sale (note
9) - - (91) - (91) - - -
30 November
2015 2,019 1,235 772 19 4,045 46 - 46
----------------- ----------- ---------- -------- ---------- -------- -------- ---------- --------
Carrying
amount
30 November
2015 280 - 602 - 882 34 - 34
================= =========== ========== ======== ========== ======== ======== ========== ========
30 November
2014 799 - 955 - 1,754 22 1 23
================= =========== ========== ======== ========== ======== ======== ========== ========
The carrying value of publishing titles at 30 November 2015
relates to over three hundred product title rights acquired as part
of the Speechmark Publishing Limited acquisition. These will be
fully amortised in 2 years (2014: 3 years).
During the year the Group has written off GBP690,000 of
intangible assets and amortisation associated with old assets that
have GBPnil net book value and are no longer used. Of this value
GBP264,000 was held in the Company. Major additions in 2015 include
the enhancement of the Education and Sport subscription
products.
The Group tests the assets annually for impairment or more
frequently if there are indications that they might be impaired
following the impairment methodology set out in note 11. In 2014,
intangible assets held by Radcliffe Solutions were impaired by
GBP364,000 to a carrying value of GBPnil as a result of its
disposal on 28 January 2015. Radcliffe Solutions Ltd's assets and
liabilities were classified as held for sale at 30 November 2014
and iGaming Business assets and liabilities were classified as held
for sale at 30 November 2015 - see note 9.
Management has also conducted sensitivity analysis taking into
consideration the impact of reasonably possible changes in the
discount factor, budgeted cash flows and growth assumptions. The
results of this analysis indicate no further impairments are
required.
13 PROPERTY, PLANT AND EQUIPMENT
Group Leasehold Fixtures,
property Computer fittings
improvements equipment & equipment Total
GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------------- ----------- ------------- --------
Cost
1 December 2013 140 61 78 279
Additions - 6 6 12
Disposals (27) - (3) (30)
Reclassified as
held for sale
(note 9) - (2) - (2)
30 November 2014 113 65 81 259
Additions 82 13 - 95
Written off (113) (60) (68) (241)
Reclassified as - - - -
held for sale
(note 9)
30 November 2015 82 18 13 113
------------------- -------------- ----------- ------------- --------
Depreciation and
impairment
1 December 2013 58 56 65 179
Charged in the
year 70 5 13 88
Disposals (27) - (3) (30)
Reclassified as
held for sale
(note 9) - (2) - (2)
30 November 2014 101 59 75 235
Charged in the
year 61 9 3 73
Written off (113) (60) (68) (241)
Reclassified as - - - -
held for sale
(note 9)
30 November 2015 49 8 10 67
------------------- -------------- ----------- ------------- --------
Net book value
30 November 2015 33 10 3 46
=================== ============== =========== ============= ========
30 November 2014 12 6 6 24
=================== ============== =========== ============= ========
Company Leasehold Fixtures,
property Computer fittings
improvements equipment & equipment Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------- --- -------------- ----------- ------------- --------
Cost
1 December
2013 94 56 53 203
Additions - 5 6 11
30 November
2014 94 61 59 214
Additions 82 13 - 95
Written off (94) (57) (52) (203)
30 November
2015 82 17 7 106
--------------------- -------------- ----------- ------------- --------
Depreciation
1 December
2013 12 43 51 106
Charged in
the year 71 12 2 85
30 November
2014 83 55 53 191
Charged in
the year 60 9 3 72
Written off (94) (57) (52) (203)
30 November
2015 49 7 4 60
--------------------- -------------- ----------- ------------- --------
Net book value
30 November
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2015 33 10 3 46
===================== ============== =========== ============= ========
30 November
2014 11 6 6 23
===================== ============== =========== ============= ========
14 INVESTMENTS
The Company holds more than 20% of the share capital of the
following companies, all of which are incorporated in England apart
from IGaming Business North America Inc and SAM Media LLC which are
incorporated in the USA:
Class % of Nature of
Subsidiary of shareholding shares business
undertakings: held
----------------------------- ----------------- -------- -----------
Optimus Professional Ordinary 100% Publisher
Publishing Limited
SBG Companies Ordinary 100% Publisher
Limited
iGaming Business Ordinary 70% Publisher
Limited^
Incentive Ordinary 100% Mail order
Plus Limited
P2P Publishing Limited Ordinary 100% Publisher
Speechmark Publishing Ordinary 100% Publisher
Limited
Radcliffe Publishing Limited Ordinary 100% Publisher
iGaming Business North Ordinary 70% Publisher
America Inc. *
SAM Media LLC* Ordinary 35% Events
^ Indirectly held through SBG Companies Limited
* Indirectly held through iGaming Business Limited
As described in note 30, the Group disposed of its holdings in
iGaming Business Limited, iGaming Business North America Inc. and
SAM Media LLC on 4 January 2016.
Company 2015 2014
Shares Loans Shares Loans
in subsidiary to subsidiary in subsidiary to subsidiary
undertakings undertakings Total undertakings undertakings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- --------------- --------------- -------- --------------- --------------- --------
Cost:
At 1 December 13,791 2,595 16,386 13,791 2,595 16,386
Disposal (480) - (480) - - -
----------------- --------------- --------------- -------- --------------- --------------- --------
At 30 November 13,311 2,595 15,906 13,791 2,595 16,386
----------------- --------------- --------------- -------- --------------- --------------- --------
Amounts written
off:
At 1 December 10,006 - 10,006 9,526 - 9,526
Impairment
in the year 1,644 - 1,644 480 - 480
Disposal (480) - (480) - -
----------------- --------------- --------------- -------- --------------- --------------- --------
At 30 November 11,170 - 11,170 10,006 - 10,006
----------------- --------------- --------------- -------- --------------- --------------- --------
Net book
value:
----------------- --------------- --------------- -------- --------------- --------------- --------
At 30 November 2,141 2,595 4,736 3,785 2,595 6,380
================= =============== =============== ======== =============== =============== ========
The Group tests the investments annually for impairment or more
frequently if there are indications that they might be impaired
following the impairment methodology set out in note 11. In 2014,
the investment in Radcliffe Solutions Ltd was fully impaired as a
result of the sale of its shares on 28 January 2015. In 2015 the
investment in Radcliffe Publishing Ltd was fully impaired as a
result of its sale on 19 June 2015 from GBP1,227,000 to GBPnil
(note 9) and the investment in Speechmark was impaired by
GBP417,000 to GBP1,600,000 to reflect the Board's estimate of its
net realisable value. Management has also conducted sensitivity
analysis taking into consideration the impact of reasonably
possible changes in the discount factor, budgeted cash flows and
growth assumptions. The results of this analysis indicate no
further impairments are required.
15 DEFERRED TAX
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- -------- -------- --------
Deferred tax assets
Current - 69 - 14
Non-current 637 1,735 - 234
------------------------------ -------- -------- -------- --------
637 1,804 - 248
------------------------------ -------- -------- -------- --------
Deferred tax liabilities
Current - - - -
Non-current (63) (178) - -
Classified as liabilities 13 - - -
associated with assets held
for sale (note 9)
------------------------------ -------- -------- -------- --------
(50) (178) - -
------------------------------ -------- -------- -------- --------
Net position at 30 November 587 1,626 - 248
============================== ======== ======== ======== ========
Group Goodwill
and
Capital Tax Intangible
allowances losses assets Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------------ -------- ------------ -------- --------
1 December 2013 120 1,408 (290) 19 1,257
Credit to income
for the year 51 20 132 54 257
Credit to equity
for the year - - - 112 112
30 November 2014 171 1,428 (158) 185 1,626
--------------------------- ------------ -------- ------------ -------- --------
Debit to income for
the year (78) (916) 108 (54) (940)
Debit to equity for
the year - - - (112) (112)
Classified as liabilities
associated with assets
held for sale (note
9) 13 - - - 13
30 November 2015 106 512 (50) 19 587
--------------------------- ------------ -------- ------------ -------- --------
There are accumulated losses of GBP11,105,000 (2014:
GBP9,448,000) which, subject to agreement with the HM Revenue &
Customs, are available to offset future profits of the same trade.
Of this, the Group has not recognised tax losses of GBP8,246,000
(2014: GBP7,142,000) as management does not believe that recovery
is probable.
Company Capital
allowances Other Total
GBP'0000 GBP'000 GBP'000
------------------------------- ------------ -------- --------
1 December 2013 63 1 64
Credit to income for the year 17 55 72
Credit to equity for the year - 112 112
30 November 2014 80 168 248
------------------------------- ------------ -------- --------
Charge to income for the year (80) (56) (136)
Charge to equity for the year - (112) (112)
30 November 2015 - - -
------------------------------- ------------ -------- --------
16 INVENTORIES
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------- -------- -------- --------
Book inventories 622 1,267 - -
=================== ======== ======== ======== ========
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Inventories were written down by GBP285,000 (2014: GBP158,000)
from a carrying amount of GBP285,000 (2014: GBP158,000) down to
GBPnil (2014: GBP nil). The cost of inventories, including the
write-down, is included within cost of sales.
17 TRADE AND OTHER RECEIVABLES
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ -------- -------- -------- --------
Due within one year:
Trade receivables 1,069 1,734 4 -
Amounts owed by group undertakings - - 3,391 6,477
Other receivables 585 562 151 168
Prepayments and accrued
income 333 481 195 84
------------------------------------ -------- -------- -------- --------
1,987 2,777 3,741 6,729
==================================== ======== ======== ======== ========
The average credit period taken on sales of goods is 36 days
(2014: 37 days). Standard terms are thirty days but many of the
Group's goods and services, such as subscription renewals and
events, are invoiced in advance of the delivery date. An allowance
is maintained for estimated irrecoverable amounts and has been made
with reference to past default experience. The Directors consider
that the carrying amount of trade and other receivables
approximates to their fair values.
The Group's exposure to credit risk and impairment losses
related to trade and other receivables are disclosed in note
22.
The Group holds no collateral against these receivables at the
balance sheet date and charges no interest on its overdue
receivables.
18 BORROWINGS
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------- -------- -------- --------
Non-current
Bank loans 28 94 28 94
--------------------------- -------- -------- -------- --------
28 94 28 94
--------------------------- -------- -------- -------- --------
Current
Bank overdraft - 2 - -
Cash balance reclassified - 1 - -
as held for sale (note
9)
--------------------------- -------- -------- -------- --------
- 3 - -
Bank loans 66 292 66 292
66 295 66 292
--------------------------- -------- -------- -------- --------
94 389 94 386
=========================== ======== ======== ======== ========
The effective interest rates and applicable balances at the
balance sheet dates are as follows:
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- -------- -------- -------- --------
Bank overdraft facility - 3 - -
(4.50% over the lending
Bank's base rate)
Bank loan A (4.25% over
LIBOR) - 225 - 225
Bank loan B (4.73% over
the lending Bank's base
rate) 94 161 94 161
94 389 94 386
========================== ======== ======== ======== ========
18 BORROWINGS (continued)
At 30 November there were the following committed undrawn
borrowing facilities expiring as follows:
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- -------- --------
In one year or less - Bank
overdraft facility 750 747 750 747
============================ ======== ======== ======== ========
The weighted average interest rate implicit in the group's bank
loans at 30 November 2015 was 5.23% (2014: 4.97%) and the weighted
average period until maturity was 0.7 years (2014: 0.9 years). The
Directors estimate that the fair value of the Group's borrowings is
not significantly different to the carrying value.
The bank overdraft facility for GBP750,000 (2014: GBP747,000)
is, when utilised, repayable on demand.
Bank loan A was fully repaid in November 2015. Bank loan B is
guaranteed by material subsidiaries of the Group and is repayable
over 1.5 years ending in May 2017. The repayment profile is given
in note 22.
19 TRADE AND OTHER PAYABLES
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------- -------- -------- -------- --------
Trade payables 415 929 147 140
Amounts due to group undertakings - - 7,046 9,158
Other payables 307 265 260 274
Accruals 918 1,349 263 301
Total current 1,640 2,543 7,716 9,873
=================================== ======== ======== ======== ========
Trade, other payables, and accruals principally comprise amounts
outstanding for trade and ongoing costs. The average credit period
taken for trade purchases is 34 days (2014: 39 days).
20 DEFERRED INCOME
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------- -------- -------- --------
Subscription and events
fees received in advance 1,934 2,481 - -
=========================== ======== ======== ======== ========
21 PROVISIONS
Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- -------- -------- -------- --------
1 December 60 127 60 -
Increase in year 60 60 60 60
Release of provisions in
year (60) (18) (60) -
Utilised during the year - (109) - -
Unwinding of discount - - - -
--------------------------------- -------- -------- -------- --------
30 November 60 60 60 60
================================= ======== ======== ======== ========
Included in current liabilities 60 60 60 60
================================= ======== ======== ======== ========
Provisions of GBP60,000 were made at 30 November 2014 to reflect
anticipated costs arising reflect an estimate of dilapidation costs
due on termination of a lease during 2015. This provision was
released during 2015, but a further provision of GBP60,000 has been
raised to cover estimated dilapidation costs relating to a lease
due to terminate in 2016.
22 FINANCIAL INSTRUMENTS
The Group's activities expose the Group to a number of risks
including capital risk management, market risk (foreign currency
risk and interest rate risk), liquidity risk and credit risk. The
policies for managing these risks are regularly reviewed and agreed
by the Board.
It is, and has been throughout the year under review, the
Group's policy that no trading in financial instruments shall be
undertaken.
Capital management
The Group's main objective when managing capital is to protect
returns to shareholders by ensuring the Group will continue to
trade in the foreseeable future. The Group also aims to maximise
its capital structure of debt and equity so as to minimise its cost
of capital. The Group in particular reviews its levels of borrowing
(note 18) and the repayment dates, setting these out against
forecast cash flows and reviewing the level of available funds.
The capital structure of the Group consists of debt, cash and
cash equivalents and equity attributable to holders of the parent,
comprising issued share capital, reserves and retained earnings.
Consistent with others in the industry, the Group reviews the
gearing ratio to monitor the capital. This ratio is calculated as
the net debt divided by total capital. Net debt is calculated as
total borrowings less cash and cash equivalents. Total capital is
calculated as equity (including capital, reserves and retained
earnings). This gearing ratio will be considered in the wider
macroeconomic environment. With the current restraints on the
availability of finance and economic pressures the Group has
lowered its gearing ratio expectations and has reduced debt
considerably in the last five years.
22 FINANCIAL INSTRUMENTS (continued)
Categories of financial instruments
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Details of the significant accounting policies and methods
adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are
recognised in respect of each class of financial asset, financial
liability and equity instrument are disclosed in Note 1 to the
financial statements.
Group Company
2015 2014 2015 2014
Notes GBP'000 GBP'000 GBP'000 GBP'000
Financial assets
Loans and receivables
Trade receivables 17 1,069 1,734 4 -
Other receivables 17 585 562 3,542 6,645
Accrued income 15 70 - -
Cash and cash equivalents 27 542 - 468 152
Assets held for sale 9 737 59 - -
-------------------------------- ------ -------- -------- -------- --------
Total financial assets 2,948 2,425 4,014 6,797
-------------------------------- ------ -------- -------- -------- --------
Financial liabilities
Amortised cost
Bank loans and overdrafts 18 94 389 94 386
Current tax liabilities - 61 - -
Trade payables 19 415 929 147 140
Other payables 19 307 265 7,306 9,432
Accruals 19 918 1,349 263 301
Provisions 21 60 60 60 60
Deferred income 20 1,934 2,481 - -
Liabilities associated
with assets held for
sale 9 1,355 177 - -
-------------------------------- ------ -------- -------- -------- --------
Total financial liabilities 5,083 5,711 7,870 10,319
-------------------------------- ------ -------- -------- -------- --------
Liquidity risk
Cash balances are placed so as to maximise interest earned while
maintaining the liquidity requirements of the business. When
seeking borrowings, the Directors consider the commercial terms
available and consider whether such terms should be fixed or
variable and are appropriate to the business. The Directors review
the placing of cash balances on an ongoing basis. Any surplus cash
balances during the year were kept in standard accounts at standard
bank interest rates. The financial assets of the group at 30
November 2015 were mainly designated in sterling and earned
floating rate standard bank interest.
The Group aims to ensure that sufficient cash is generated in
the operating cycle to meet the contractual cash flows through
effective cash management. In addition, the Group maintains a
committed bank facility of GBP750,000 (2014: GBP750,000) which can
be accessed as considered necessary. This facility is subject to
annual renewal and any borrowings under it are repayable on
demand.
Interest rate risk
The Group and company's interest rate exposure arises mainly
from interest bearing borrowings. Contractual agreements entered
into at floating rates expose the entity to cash flow risk while
any fixed rate borrowings would expose the entity to fair value
risk.
The tables below show the Group's financial assets and
liabilities split by those bearing fixed and floating rates and
those that are non-interest bearing.
22 FINANCIAL INSTRUMENTS (continued)
Floating Non-interest
Interest rate risk rate bearing Total
GBP'000 GBP'000 GBP'000
----------------------------- --------- ------------- --------
At 30 November 2015
Cash and cash equivalents 542 - 542
Trade and other receivables - 1,669 1,669
Assets held for sale 1 736 737
----------------------------- --------- ------------- --------
543 2,405 2,948
============================= ========= ============= ========
Trade and other payables - 1,640 1,640
Deferred income - 1,934 1,934
Borrowings 94 - 94
Provisions - 60 60
Liabilities associated with
assets held for sale - 1,355 1,355
94 4,989 5,083
============================= ========= ============= ========
At 30 November 2014
Trade and other receivables - 2,366 2,366
Assets held for sale 1 58 59
----------------------------- --------- ------------- --------
1 2,424 2,425
============================= ========= ============= ========
Current tax liabilities - 61 61
Trade and other payables - 2,543 2,543
Deferred income - 2,481 2,481
Borrowings 389 - 389
Provisions - 60 60
Liabilities associated with
assets held for sale - 177 177
389 5,322 5,711
============================= ========= ============= ========
The Group has derived a sensitivity analysis based on a 1%
change in the floating interest rate:
2015 2014
GBP'000 GBP'000
-------------------------------------- -------- --------
Impact on equity and profit after
tax
1% increase in base rate of interest (1) (4)
1% decrease in base rate of interest 1 4
-------------------------------------- -------- --------
The undiscounted contractual cash flows, including interest
payments, are set out in the tables below.
UNDISCOUNTED CONTRACTUAL
CASH FLOWS
Between Between
In less one two
than and and
one two five
Group year years years Total
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------- -------- -------- --------
Bank loans and overdrafts 72 30 - 102
Provisions 60 - - 60
Other liabilities 4,929 - - 4,929
At 30 November 2015 5,061 30 - 5,091
=========================== ======== ======== ======== ========
Bank loans 307 72 30 409
Provisions 60 - - 60
Other liabilities 5,262 - - 5,262
At 30 November 2014 5,629 72 30 5,731
=========================== ======== ======== ======== ========
22 FINANCIAL INSTRUMENTS (continued)
UNDISCOUNTED CONTRACTUAL
CASH FLOWS
Between Between
In less one two
than and and
one two five
Company year years years Total
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- -------- -------- -------- --------
Bank loans 72 30 - 102
Other liabilities 7,776 - - 7,776
At 30 November 2015 7,848 30 - 7,878
========================== ======== ======== ======== ========
Bank loans 307 72 30 409
Other liabilities 9,933 - - 9,933
At 30 November 2014 10,240 72 30 10,342
========================== ======== ======== ======== ========
The terms, security and repayment information on these
borrowings are given in note 18. Provisions and other liabilities
are not interest bearing and are unsecured.
Foreign exchange risk
The Group and Company operates principally in the United Kingdom
and as such the majority of the Group and Company's financial
assets and liabilities are denominated in sterling and there is no
material exposure to exchange risks.
The Group and Company does suffer some exposure to exchange risk
as a proportion of its business is overseas. Where the Group and
Company enters into significant contracts denominated in overseas
currencies it is not currently the Group and Company's policy to
mitigate exchange risk by entering into forward currency contracts.
The Group and Company attempt to mitigate its exposure by
offsetting liabilities against foreign currency receipts as far as
is possible.
Credit risk
The Group's principal financial assets are cash and cash
equivalents, trade and other receivables and accrued income which
represent the Group's maximum exposure to credit risk in relation
to financial assets.
The Group's credit risk primarily relates to trade and other
receivables and accrued income. The amounts presented in the
balance sheet are net of allowances for doubtful receivables, as
estimated by the Group's management.
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The credit risk on liquid funds is limited because the
counterparties are banks with high credit ratings assigned by
international credit rating agencies.
The Group has no significant concentration of credit risk, with
exposure spread over a large number of counterparties and
customers.
The following table provides analysis of trade receivables that
were past due at 30 November, but not impaired. The Group believes
that the balances are ultimately recoverable based on a review of
past payment history and the current financial status of the
customers.
Ageing of receivables past due but
not impaired
2015 2014
GBP'000 GBP'000
------------------------------------ -------- --------
30-60 days 300 353
60-90 days 153 179
90-120 days 65 23
Greater than 120 days - -
------------------------------------ -------- --------
518 555
==================================== ======== ========
The Group's policy is that debt is payable within 30 days. The
older debt above includes conferences and subscription renewals,
which have been billed in advance of delivery so some payments may
be delayed by customers.
Movement in the provision for impairment for trade
receivables:
2015 2014
GBP'000 GBP'000
-------------------------------------- -------- --------
Opening balance at 1 December (158) (97)
Provision for receivables impairment
charged (90) (61)
Receivables written off during the - -
year
Closing balance at 30 November (248) (158)
====================================== ======== ========
Fair value
The Directors consider that the fair values of the Group's
financial instruments do not significantly differ from their book
values.
23 SHARE CAPITAL
The Company does not have an authorised share capital in either
year.
Allotted, issued and fully paid: 2015 2014
Ordinary Ordinary
shares shares
GBP'000 GBP'000
---------------------------------- --------- ---------
As at 1 December 4,076 4,068
Issue of share capital - 8
As at 30 November 4,076 4,076
================================== ========= =========
A reconciliation of the movements in issued ordinary share
capital is as follows:
Number Total Share
of shares share price
capital at issue
Number GBP'000 Pence
---------------- -------------------- ------------ --------- ----------
At 1 December
2013 406,781,838 4,068
29 September Share issue at 1.0
2014 pence per share 808,957 8 3.62p
At 30 November
2014 407,590,795 4,076
At 30 November
2015 407,590,795 4,076
====================================== ============ ========= ==========
The share issue on 29 September 2014 related to the exercise of
share options by various employees. There have been no shares
issued since the year end.
24 RESERVES
The reserve for own shares relates to the employee Share
Incentive Plan (note 28a) under which the Group owns 1,465,391
shares (2014: 1,712,938 shares).
25 NON-CONTROLLING INTEREST
The Group's non-controlling interest in both 2015 and 2014 was
composed entirely of equity interests and represents the
non-controlling interest of 30% in iGaming Business Limited.
26 BUSINESS COMBINATIONS
As described in note 9, on 28 January 2015, the Group disposed
of Radcliffe Solutions Ltd ("RSL") and on 19 June 2015, the Group
disposed of the Radcliffe Publishing business ("RP"). The
contractual effective date of the disposal, and the date on which
control over the business passed to the buyer was 31 May 2015.
Details of the assets and liabilities disposed of, and the
calculation of the profit and loss on disposal are given in the
table below.
2015 2015 2015
GBP'000 GBP'000 GBP'000
RSL RP Total
------------------------------- -------- -------- --------
Non-current assets
Goodwill - 319 319
Intangible assets - 502 502
Property, plant and equipment 5 - 5
Current assets
Inventories - 412 412
Other debtors 29 - 29
Current liabilities
Other payables (33) (5) (38)
Deferred income (49) (75) (124)
--------------------------------- -------- -------- --------
Net (liabilities) / assets
disposed of (48) 1,153 1,105
Profit / (loss) on disposal
included in discontinued
operations 169 (196) (27)
--------------------------------- -------- -------- --------
Consideration received 121 957 1,078
================================= ======== ======== ========
27 ANALYSIS OF CHANGES IN NET (DEBT) / CASH
Group At 1 December Cash flow Non-cash At 30
2014 changes November
2015
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------------- ---------- --------- ----------
Cash at bank and in
hand - 542 - 542
Overdraft (2) 2 - -
Classified as held
for sale (1) 2 - 1
--------------------------- -------------- ---------- --------- ----------
Cash and cash equivalents (3) 546 - 543
Bank loans due within
one year (292) 292 (66) (66)
--------------------------- -------------- ---------- --------- ----------
Debt due within one
year (292) 292 (66) (66)
Bank loans due after
one year (94) - 66 (28)
Debt due after one
year (94) - 66 (28)
Net (debt) / cash (389) 838 - 449
=========================== ============== ========== ========= ==========
Non-cash changes represent reclassifications from due after one
year to due within one year and recognition of overdraft positions
where the right of set-off does not apply. The terms related to
debt are set out in note 18.
28 SHARE BASED PAYMENTS
The Company has the following option or share ownership schemes
and warrants in issue. All the schemes use the Monte Carlo
valuation method with the exception of the Long Term Incentive Plan
which uses the Black Scholes Method. The relevant inputs for each
scheme have been outlined below:
2015 2014
------------------ ------------------------- ----------------------------
Black Monte Carlo Black Scholes Monte Carlo
Scholes
------------------ ----------- ------------ -------------- ------------
Expected life 3.00 - 3.00 -
(years) 3.25 4.80 3.25 4.80
Risk free rate 4.8039 4.8039
(%) - 4.9315 3 - 4.9315 3
30.473 30.473
Volatility (%) - 31.1165 49.66 - 31.1165 49.66
Dividend yield
(%) 0 0 0 0
Weighted average
share price (p) 2.10 2.38 2.10 2.38
Weighted average
exercise price
(p) 1.00 1.50 1.00 1.50
The volatility of the Company's share price on each date of
grant was calculated as the average of the standard deviations of
daily continuously compounded returns on the stock of the Company,
calculated back over a period commensurate with the expected life
of the option. The risk-free rate used is the yield to maturity on
the date of grant of a UK Gilt Strip, with term to maturity equal
to the expected life of the option. It was assumed that options
would be exercised within two years of the date on which they vest.
The number of options exercisable for each scheme at the year-end
is based on the year end share price.
There have been no transactions with non-employees.
a Share Incentive Plan
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In September 2005, the Group introduced a Share Incentive Plan
(SIP) and has run it in three further years (2006, 2007 and 2010).
Under this plan the employees are eligible to acquire shares in the
following ways:
-- Free Shares
-- Partnership Shares
-- Matching Shares
The Free shares were available to all eligible employees and the
shares must be held in the trust for a minimum period of 3 years
unless the employee leaves the Company, in which case the Free
shares may either be forfeited or withdrawn from the Plan.
Partnership shares were available for purchase by employees at
current market value. Employees could invest any amount from
between GBP10 - GBP1,500 (or 10% of the employee's salary if
lower). The Partnership shares were matched by the Matching shares
on a 1 for 1 basis in 2010 (2 for 1 basis in 2006 and 2005).
The Partnership and Matching shares must be held in the Trust
for a minimum of 3 years unless the employee leaves the Company in
which case the Free shares may either be forfeited or withdrawn
from the Plan. All of the shares were purchased at fair value in
the market and the cash cost of the Partnership shares was expensed
in the year of issue. The total fair value of the options granted
in the year was GBPnil (2014: GBPnil).
2015 2014
Number Weighted Number Weighted
of options average of options average
exercise exercise
price price
------------------------------ ------------ ---------- ------------ ----------
Outstanding at the beginning
of the period 684,925 6.75 967,282 6.79
Withdrawn during the period (65,176) 5.46 (282,357) 6.88
Outstanding at the end
of the period 619,749 6.89 684,925 6.75
============================== ============ ========== ============ ==========
Exercisable at the end
of the period 619,749 6.89 684,925 6.75
============================== ============ ========== ============ ==========
The weighted average remaining contractual life of share options
outstanding at the end of the period was 3 years (2014: 3 years).
The exercise price of the outstanding options ranges from 4.75 -
10.37 pence, but was paid at the outset on these options and
nothing will be receivable by the Group.
b Long Term Incentive Plan
In November 2007, the Group introduced a Long Term Incentive
Plan ('LTIP'), under which at that time 14 members of senior
management were granted a maximum of 5,658,824 share options
dependent on performance criteria. The options, all with an
exercise price of 1 pence, vested in February 2010 as the
performance criteria of the Company achieving an average of at
least 15% annualised adjusted earnings per share growth over the
three years to November 2009 was met, although the maximum criteria
which required growth of 25% per year was not. There were no
movements during the year and 969,174 of the vested options remain
at 30 November 2015 (2014: 969,174). The weighted average remaining
contractual life of these options is 2 years (2014: 3 years).
In 2010 a new LTIP scheme was launched in two parts, a Profit
Growth Plan ('PGP') and a Share Price Growth Scheme ('SPGS').
28 SHARE BASED PAYMENT (continued)
Under the PGP, 8 members of senior management were granted a
maximum of 9,650,000 options in April 2010 to acquire shares in the
Company at nominal value under a new 2010 Company Share Option Plan
("2010 Plan"). The scheme was subject to performance conditions
relating to the growth in adjusted operating profit (note 5) in the
business unit for which the participant was responsible over the
two years to 30th November 2011 or, in the case of Directors, the
Group as a whole. Vesting rights in these options accrued if profit
growth exceeded certain minimum growth thresholds that were set for
each individual business unit and ranged from 3% to 8% per annum.
The number of shares that have vested under the Profit Growth Plan
is 1,500,000 (2014: 1,500,000) and relate to one individual only.
There were no movements during the year and the weighted average
remaining contractual life of these options is 4 years (2014: 4
years).
2015 2014
Number Weighted Number Weighted
of options average of options average
exercise exercise
price price
------------------------------ ------------ ---------- ------------- ----------
Outstanding at the beginning
of the period 2,469,174 1.00 15,407,731 1.00
Forfeited during the
period - 1.00 (12,209,600) 1.00
Exercised during the - - (728,957) -
period
Expired during the period - - - -
Outstanding at the end
of the period 2,469,174 1.00 2,469,174 1.00
============================== ============ ========== ============= ==========
Exercisable at the end
of the period 2,469,174 1.00 2,469,174 1.00
============================== ============ ========== ============= ==========
The weighted average remaining contractual life of share options
outstanding at the end of the period was 3 years (2014: 4 years).
For all share options outstanding at the year end the exercise
price was 1.0p
c Enterprise Management Incentive Scheme
These options were awarded to key members of management and
staff and are exercisable, subject to various trigger price
restriction, at any time between the third and tenth anniversaries
of the date of grant. During 2014, 790,000 options were forfeited
and 80,000 options were exercised. There were no remaining options
at 30 November 2014 or 30 November 2015.
2015 2014
Weighted Weighted
average average
Number exercise Number exercise
of options price of options price
------------------------------ ------------- ----------- ------------ ----------
Outstanding at the beginning
of the period - - 870,000 3.01
Forfeited during the period - - (790,000) 3.22
Exercised during the period - - (80,000) 1.00
Outstanding at the end - - - -
of the period
============================== ============= =========== ============ ==========
Exercisable at the end - - - -
of the period
============================== ============= =========== ============ ==========
d The 2013 Award
In December 2013, the Group made a new award of share options
("2013 Award"). Options were granted to the two Executive
Directors, the non-Executive Chairman and two other members of
management. Options under this plan are exercisable at the 2012
placing price of 1.5p and will vest according to a scale if the
Company's average share price, over any four-month period after the
date of grant, exceeds a target share price. The target share price
is 3.5p for 27.1% of the options, 5.0p for 20.8% of the options, 6p
for 13.0% of the options, 7p for 13.0% of the options, 8p for 13.0%
of the options and 9p for the remaining 13.0% of the options. A
maximum of 78,090,157 ordinary shares may be issued under the 2013
Award. Where individual options have vested, up to 10% of the
vested shares may be exercised from 12 months following vesting, up
to 20% from two years and up to 30% from three years. Subject to
the vesting conditions, unexercised options may be exercised from
September 2018 until they expire in September 2022.
2014 2013
Number Weighted Number Weighted
of options average of options average
exercise exercise
price price
------------------------------ ------------ ---------- ------------ ----------
Outstanding at the beginning
of the period 75,513,182 1.5 - -
Options granted during
the period - 1.5 78,090,157 1.5
Forfeited during the period - 1.5 (2,576,975) 1.5
Outstanding at the end
of the period 75,513,182 1.5 75,513,182 1.5
============================== ============ ========== ============ ==========
Exercisable at the end
of the period 2,044,306 1.5 - 1.5
============================== ============ ========== ============ ==========
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The weighted average remaining contractual life of share options
outstanding at the end of the period was 7 years (2014: 8 years).
The exercise price of the outstanding options is 1.5p.
29 COMMITMENTS UNDER OPERATING LEASES
The minimum lease payments under non-cancellable operating lease
rentals are in aggregate as follows:
Land and buildings Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- -------- --------
Within one year 69 19 69 19
Between two and five years - - - -
69 19 69 19
============================ ======== ======== ======== ========
Operating lease payments represent rentals payable by the Group
for its office properties. Leases are negotiated for an average
term, excluding break clauses, of 1 year (2014: 1 year) and rentals
are fixed for an average of 1 year (2014: 1 year).
Plant and machinery Group Company
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- -------- -------- --------
Within one year 4 4 4 4
Between two and five years 2 6 2 6
6 10 6 10
============================ ======== ======== ======== ========
Operating lease payments represent rentals payable by the Group
for printers and copiers. Leases are negotiated for an average
term, excluding break clauses, of 3 years (2014: 3 years) and
rentals are fixed for an average of 3 years (2014: 3 years).
30 POST BALANCE SHEET EVENTS
As described in note 9, on 4 January 2016, the Group's 70%
interest in iGaming Business Ltd was disposed of for cash
consideration of GBP13,797,000 plus an adjustment for net working
capital which will be determined at a later date. At the balance
sheet date, the assets and liabilities of iGaming Business Ltd have
been classified as held for sale. As a result of the disposal, a
contract between iGaming Business Ltd and SBG Companies Ltd,
whereby SBG Companies Ltd provided support to iGaming Business Ltd
in return for a share of revenues has been terminated for no
consideration as SBG Companies Ltd is no longer in a position to
fulfil its contractual obligations.
31 CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES
There are no capital commitments at the balance sheet date
(2014: GBPnil).
32 RELATED PARTY TRANSACTIONS
Group related party balances held at November 2015 and 2014 are
unsecured.
Subsidiaries
Its 70% (2014: 70%) owned subsidiary, iGaming Business Ltd, is
owed by other Group undertakings GBP7,774,000 (2014: GBP5,765,000)
and owes GBP6,078,000 at 30 November 2015 (2014: GBP4,678,000),
including debt due from the Company of GBP6,078,000 (2014:
GBP5,227,000), after being charged costs and allocated staff time
in the year of GBP1,157,000 (2014: GBP1,341,000).
Advisory Services
From time to time, the Board receives financial advice from
Trillium Partners Limited ("Trillium Partners"). Trillium Partners
is a specialist media advisory firm, in which voting control of
50.0% (2014: 45.0%) is held by Stephen Routledge, a non-executive
Director of Electric Word, and as such is a related party. The
total fee charged in 2015 for advice is GBPnil (2014: GBP6,000). As
set out in the 18 December 2015 shareholder circular, the Group was
charged fees of GBP480,000 in January 2016 in connection with the
disposal of iGaming Business Ltd as disclosed in note 30. The
Directors (other than Stephen Routledge) having consulted with
Panmure Gordon (UK) Limited, its nominated adviser, considered that
the fees payable to Trillium Partners were fair and reasonable.
32 RELATED PARTY TRANSACTIONS (continued)
Company
The table below sets out the transactions and balances with
other group undertakings:
Balance Transactions
in year
Receivable Income / (expenditure)
/ (payable)
2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- -------- -------- ------------ -----------
iGaming Business Limited (1,696) (5,227) 3,531 (674)
Incentive Plus Limited - (14) 14 (475)
Speechmark Publishing Limited (939) (3,917) 2,978 (1,244)
Optimus Professional Publishing
Limited 3,220 2,891 329 1,441
P2P Publishing Limited (9) 33 (42) 305
SBG Companies Limited (4,402) 785 (5,187) (754)
Radcliffe Publishing Limited - 2,597 (2,597) 522
Radcliffe Solutions Limited - - - (662)
Electric Word Employee
Benefit Trust 171 171 - -
-------- --------
(3,655) (2,681)
-------- --------
The nature of the transactions with group undertakings comprises
salary recharges, recharges of various trading activities, and cash
draw downs. All intra-group balances are payable on demand and
non-interest bearing.
Key management personnel
For details of related party transactions with key management
personnel see the Remuneration Report.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR IAMRTMBMMBBF
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