1st Dec 2005 07:02
Tinopolis PLC01 December 2005 1st December 2005 Tinopolis Plc Final Results for the year ended 30 September 2005 Tinopolis Plc (LSE:TIN.L) ("Tinopolis" or the "Company") , is pleased toannounce its final results for the financial year ended 30 September 2005. Financial Highlights: - Turnover £10.4 million, +42% on prior year- EBITDA £1,523,000, +195% on prior year- Operating Profit £968,000, vs prior year loss of £66,000- Net cash inflow from operating activities £1,164,000 Operational and Other Highlights - Admission to AIM in February 2005- Interactive business becomes profitable- Drama and daily programming productions contribute to significant organic growth- Announcement of all-share offer for The Television Corporation plc on 10th November 2005 (after period end), in line with our stated acquisition strategy Since Tinopolis joined AIM in February this year the Company has madesignificant progress. All segments of the business have performed well and inline with management's expectations. Turnover increased by 42% to £10.4 millionand pre-tax profit was £915,000, turning around a loss in the same period lastyear of £176,000. Cash generation was strong in the period, with net cash inflow from operatingactivities of £1,164,000. In addition, there was a net £631,000 cash inflow fromthe Company's reverse takeover of Acquisitor Plc. Cash in the period increasedby £1,021,000. Commenting on the results, Ron Jones, CEO, said: "A significant year in the history of the company ends with record revenues and profits. All parts of the business progressed satisfactorily. In television production our investment in drama is now coming through and sound foundations are in place for future growth. Our interactive business, a key investment for our long term future, has now become profitable and during the year has acquired a number of significant new customers. We believe the Company is now well positioned for organic growth and to exploit the acquisition opportunities available in UK television production. We have announced our intention to make an all-share offer for The Television Corporation PLC. We are confident that the transaction, if successful, will create a Company able to compete aggressively in the booming television production sector and deliver value to our shareholders. - Ends -Note to Editors: Tinopolis Plc is one of the UK's leading independent television and new mediaproducers. The company produces a wide range of television programmes andanimation for broadcasters in the UK and around the world. In the new mediafield Tinopolis produces a range of interactive, training and educationmaterials for clients including the Ministry of Defence, the University forIndustry, the WDA, Scottish Enterprise, the BBC and ACCAC. Tinopolis listed onthe London Stock Exchange earlier this year. For further information, please contact : Tinopolis Plc. 01554 880880Ron Jones, Executive ChairmanArwel Rees, Managing Director Panmure Gordon & CO 020 7459 3600Aubrey PowellMark Lander Mantra public relations 020 7907 7800Lawrence Dore / Nick Bishop,[email protected] / [email protected] Directors' Report The Tinopolis Directors are pleased to report on a successful period ofconsolidation and growth in all major areas of the business. Television production In March 2005, both of our daily magazine programmes 'Wedi 7' and 'Wedi 3',broadcast on S4C, were successfully re-launched, with increased viewing figuresfor the primetime 'Wedi 7' programme. As well as a number of other programme commissions won, January saw the start ofa two year contract to cover the World Rally Championship for S4C. Thiscommission is a significant step in our plans to grow our sports business. In October 2004 our subsidiary Fiction Factory started production of its firstmajor drama series. 'Caerdydd', set in Cardiff, is a contemporary series dealingwith the lives and loves of a group of young people living in the city. Thefirst series of seven 50 minute episodes was completed in the year and will bebroadcast in January 2006. This was followed in January by a new situation comedy series produced byanother of our subsidiaries, Salem Films. Set in a North Wales village itrecords the chaotic lives of a dysfunctional family. The first series is almostcomplete and is scheduled for broadcast in early 2006. Our drama productions have been a significant contributor to the increasedturnover. Interactive / New MediaFor some time Tinopolis has anticipated that television would converge with newdistribution channels such as the internet and the newer emerging technologies.As such, the company has in the past invested heavily in acquiring skills andexpertise in these areas and in developing a sustainable interactive business.This year saw a significant increase in our interactive business, and for thefirst time it contributed to Tinopolis' operating profit. We believe that thebusiness has now established itself as a sustainable part of the group that iswell positioned to take advantage of future industry requirements. The Interactive business has focussed its efforts in e-learning and e-trainingand has won significant new customers in University for Industry, Pearson andBasic Skills agency. In December 2004, Tinopolis was chosen as a preferred supplier to the BBC'sflagship e-learning project, Digital Curriculum. Only 24 suppliers were chosenafter intense competition from companies throughout the world. Out of the 24, wewere chosen twice - once in our own right and once as a joint venture consortiumwith a partner specialising in education. As a preferred supplier we will beasked to tender over the next 2 years for some significant business and areoptimistic as to our chances of success. AnimationTinopolis believes that the greatest potential the company has of generatingrevenue from Intellectual Property is through the development and exploitationof a slate of animation created by DEEM, a joint venture with Dave Edwards. Work is progressing well with the slate, with two of the properties at anadvanced stage of development. One of which is a pre-school children's propertywhere an option agreement has been signed with a major North Americandistributor, promising the potential to create a world wide and lucrative brand. Financial reportingOn 8 February 2005, the Company, then called Acquisitor Plc, became the legalparent company of Agenda Television Limited and its subsidiaries in ashare-for-share transaction. The former shareholders of Agenda TelevisionLimited became the majority shareholders in Acquisitor Plc with 88.5% of theenlarged share capital. Additionally, the Group's continuing operations andexecutive management are now those of Agenda Television Limited. Accordingly,the substance of the transaction was that Agenda Television Limited acquiredAcquisitor Plc in a reverse acquisition. As part of the business combination,Acquisitor Plc changed its name to Tinopolis Plc. As fully explained in note 1 to the financial statements below (under basis ofconsolidation) the group accounts have been prepared using reverse acquisitionaccounting. Full details of the results for the year ended 30 September 2005 areset out in the Consolidated Profit and Loss Account and the Group Balance Sheet. DividendsThe directors do not recommend the payment of a dividend. Strategy & OutlookThe Directors intend to continue their focus on growing each of the keybusiness areas described above, namely television production, interactive / newmedia and animation. The directors are confident that the trends in the sectors in which Tinopolisoperates and its rare combination of skills provide strong growth drivers andthat, coupled with selective acquisitions, there is significant opportunity toincrease shareholder value further. The following financial information is extracted from the Company's Report andAccounts for the year ended 30 September 2005, which will be sent toshareholders in due course. Consolidated Profit and Loss Accountfor the year ended 30 September 2005 (Restated) Note 2005 (audited) 2004 (audited) £000 £000 £000 £000 Turnover 1 10,408 7,328Cost of sales (7,522) (5,591) --------- ---------Gross profit 2,886 1,737Net operating expenses - goodwill (39) - - other (1,879) (1,803) --------- ---------Total net 3 (1,918) (1,803)operating expenses --------- --------- Operating profit/(loss) 968 (66)Interest 6 (53) (110)payable andsimilar charges --------- ---------Profit/(loss) on 7 915 (176)ordinary activitiesbefore taxationTax onprofit/ 8 (251) (57)(loss) onordinary activities --------- ---------Profit/(loss) on 664 (233)ordinaryactivities aftertaxationMinority 20 (23) (15)interests --------- ---------Profit/(loss) for 22 641 (248)the yearbeingretainedprofit/(loss) ========= =========Basic earnings 21 2.7p (1.1)pper share ====== ======Diluted 21 2.3p (1.1)pearnings ====== ======per share There is no difference between the profit/(loss) on ordinary activities beforetaxation and the retained profit/(loss) for the year stated above, and theirhistorical cost equivalents. The turnover and operating profit/(loss) shown above arose entirely fromcontinuing operations. The result for each year represents the total recognised gains and losses forboth financial years. Consolidated Balance Sheetat 30 September 2005 Restated Note 2005 (audited) 2004 (audited) £000 £000 £000 £000Fixed assetsTangible assets 9 3,259 3,473Investments 10 54 - ------- ------- 3,313 3,473 Current assetsStocks 11 178 76Debtors 12 1,195 701Cash at bank and in hand 852 2 ------- ------- 2,225 779Creditors: amounts falling duewithin one year 13 (1,835) (1,635) ------- ------- Net current assets/(liabilities) 390 (856) ------- ------- Total assets less currentliabilities 3,703 2,617 Creditors: amounts falling dueafter more than one year 14 (190) (437) Provisions for liabilities andcharges 15 (291) (275) ------- -------Net assets 3,222 1,905 ======= =======Capital and reservesCalled up share capital 19 497 8Capital redemption reserve 22 - 2Merger reserve 22 657 486Profit and loss account 22 2,035 1,394 ------- -------Equity shareholders' funds 23 3,189 1,890 Equity minority interest 20 33 15 ------- ------- 3,222 1,905 ======= ======= Company Balance Sheetat 30 September 2005 Note 2005 (audited) 2004 (audited) £000 £000 £000 £000Fixed assetsInvestments 10 873 - Current assetsDebtors 12 1,911 2Cash at bank - 1,145and in hand -------- -------- 1,911 1,147Creditors:amounts 13 (40) (121)falling duewithin one year -------- --------Net current 1,871 1,026assets -------------- ---------------Net assets 2,744 1,026 ============== ===============Capital and reservesCalled up 19 497 57share capitalProfit and 22 2,247 969loss account -------------- ---------------Equity 23 2,744 1,026shareholders'funds ============== =============== Consolidated Cash Flow Statementfor the year ended 30 September 2005 Note 2005 (audited) 2004 (audited) (restated) £000 £000 £000 £000 Net cash flowfrom operating 24 1,164 658activities Returns oninvestments andservicing of financeInterest received 7 -Interest paid (36) (72)Interest elementof hire purchase (24) (38)and finance leaseDividends paid tominority (5) -shareholders ------------- ------------- Net cash outflowfrom returns on (58) (110)investment andservicing offinance Taxation (27) (14) Capital expenditure andfinancial investmentPayments toacquire tangible (275) (158)fixed assetsReceipts from 23 41sale of fixed assetsCash acquiredthrough reverse 18 1,010 -acquisitionCosts of reverse 18 (379) -acquisitionOther investments (54) - ------------- ------------- Net cash inflow/(outflow) from 325 (117)capital expenditure ------------- -------------Net cash inflow 1,404 417before financing FinancingReceipt of bank - 275loanBank loan (157) (126)repaymentsCapital repaymentof hire purchase (226) (329)and finance leases ------------- ------------- Net cash (383) (180)(outflow) fromfinancing ------------- -------------Increase in cash 1,021 237in the year ============= ============= Reconciliation of net cash flow tomovement in net debt 2005 2004 (restated) £000 £000 Increase in cash 25 1,021 237in the periodBank loans - (275)receivedBank loan 157 126repaymentsCapital elementof finance lease 226 329repayments ------------- -------------Change in netfunding resulting 1,404 417fromcash flowsNew finance (48) (221)leases ------------- ------------- Movement in net 1,356 196debt in the periodNet debt at start (1,006) (1,202)of period ------------- -------------Net debt at end 25 350 (1,006)of period ============= =============Notes(forming part of the financial statements) 1 Accounting policies Except as described below, the financial statements have been prepared inaccordance with applicable accounting standards in the United Kingdom and on thehistorical cost basis. The following accounting policies have been applied consistently in dealing withitems which are considered material in relation to the Group's financialstatements. Basis of consolidationOn 8 February 2005, the Company, then called Acquisitor Plc, became the legalparent company of Agenda Television Limited in a share for share transaction.The former shareholders of Agenda Television Limited became the majorityshareholders in Acquisitor Plc with 88.5% of the enlarged share capital.Additionally, the Group's continuing operations and executive management are nowthose of Agenda Television Limited. Accordingly, the substance of thetransaction was that Agenda Television Limited acquired Acquisitor Plc in areverse acquisition. As part of the business combination, Acquisitor Plc changedits name to Tinopolis Plc. Under the requirements of the Companies Act 1985 it would normally be necessaryfor the Company's consolidated accounts to follow the legal form of the businesscombination. In that case the pre-combination results would be those ofAcquisitor Plc. Agenda Television Limited and its subsidiaries would then bebrought into the Group from 8 February 2005. However, this would portray thecombination as an acquisition of Agenda Television Limited by Acquisitor Plc andwould, in the opinion of the directors, fail to give a true and fair view of thesubstance of the business combination. Accordingly, the directors have adoptedreverse acquisition accounting as the basis of consolidation in order to give atrue and fair view. In invoking the true and fair override, the Directors note that reverseacquisition accounting is endorsed under International Financial ReportingStandard 3 and the Urgent Issues Task Force of the United Kingdom's AccountingStandards Board considered the subject and concluded that there are instanceswhere it is right and proper to invoke the true and fair override in such a way.As a consequence of applying reverse acquisition accounting, the results for theyear ended 30 September 2005 comprise those of Agenda Television Limited for theyear ended 30 September 2005 plus those of Acquisitor Plc from 8 February 2005.The comparative figures are those for Agenda Television Limited for the yearended 30 September 2004. The consolidated balance sheet comprises the combinedbalances of Agenda Television Limited and Acquisitor Plc at 30 September 2005.The comparative consolidated balance sheet is that of Agenda Television Limitedat 30 September 2004. Other than as noted above, the acquisition method of accounting has beenadopted. Under this method, the results of subsidiary undertakings acquired ordisposed of in the year are included in the consolidated profit and loss accountfrom the date of acquisition and up to the date of disposal. As permitted by Section 230(3) of the Companies Act 1985, a separate profit andloss account dealing with the results of the Company has not been presented. TheCompany balance sheet remains that of Tinopolis Plc (formerly Acquisitor Plc). Turnover and revenue recognitionTurnover (which excludes VAT) represents amounts receivable for work carried outin producing television programmes and is recognised over the period of theproduction. Gross profit on production activity is recognised over the period ofthe production in accordance with the underlying contract. Where productions are in progress at the year end and where the sales invoicedexceed the value of the work done, the excess is shown as deferred income. Wherecosts incurred exceed the value of the work done to date, the amounts areclassified as debtors for television programmes and work in progress for othercontracts. Translation of foreign currenciesTransactions in foreign currencies are recorded at the date of exchange rulingat the date of the transaction.Monetary assets and liabilities denominated in foreign currencies are translatedto sterling at the rate of exchange ruling at the balance sheet date, and anyexchange differences taken to profit and loss account. Non-monetary assets aretranslated to sterling at the rates of exchange ruling at the date of purchase.Exchange differences arising from the retranslation of the opening net assets ofoverseas subsidiaries or on borrowings related to those net assets are taken toreserves together with the differences arising when the profit and loss accountsare translated at average rates and compared with rates ruling the year end. Deferred taxationThe charge for taxation is based on the profit for the year and takes intoaccount taxation deferred because of timing differences between the treatment ofcertain items for taxation and accounting purposes.Deferred tax is recognised in respect of all timing differences which result inan obligation to pay more (or less) tax at a future date, at the average taxrates that are expected to apply when the timing differences reverse, based oncurrent tax rates and laws enacted or substantively enacted at the balance sheetdate. Deferred tax assets are recognised to the extent that they are regarded asrecoverable. They are regarded as recoverable to the extent that, on the basisof all available evidence, it can be regarded as more likely than not that therewill be suitable taxable profits from which the future reversal of theunderlying timing differences can be deducted. Deferred tax is measured on a discounted basis. GrantsRevenue grants are credited to the profit and loss account in the year in whichthe relevant expenditure is incurred. Capital grants are included withindeferred income in the balance sheet and released to the profit and loss accountover the estimated useful economic lives of the assets to which they relate. Leasing and hire purchase commitmentsWhere the Group enters into a lease which entails taking substantially all therisks and rewards of ownership of an asset, the lease is treated as a "financelease". The asset is recorded in the balance sheet as a tangible fixed asset andis depreciated over its estimated useful life or the term of the lease,whichever is shorter. Future instalments under such leases, net of financecharges, are included within creditors. Rentals payable are apportioned betweenthe finance element, which is charged to the profit and loss account on a sum ofdigits method over the period of the lease, and the capital element whichreduces the outstanding obligation for future instalments.All other leases are accounted for as "operating leases" and the rentals payableare charged to the profit and loss account on a straight line basis over thelife of the lease. Tangible fixed assetsTangible fixed assets are stated at cost less depreciation. The cost of tangiblefixed assets is their purchase cost, together with any incidental costs ofacquisition.Depreciation is calculated so as to write off the cost of an asset, less itsestimated residual value, over the useful economic life of that asset asfollows: Short life studio equipment - 25% straight lineStudio equipment - 15% - 20% reducing balanceFixtures and fittings - 15% straight lineMotor vehicles - 25% straight lineComputer equipment - 25% straight lineLeasehold property improvements - 5% straight line StocksStocks are stated at the lower cost and net realisable value. In general, costis determined on a first in first out basis and includes all direct expenditure.Net realisable value is the price at which stock can be realised in the normalcourse of business following the cost of realisation. Provision is made wherenecessary for obsolete, slow moving and defective stocks.Direct costs relating to programmes, to the extent they are not funded by acustomer, are carried within work in progress. An assessment is made by thedirectors at each balance sheet date to determine whether a provision isrequired to reduce the carrying value of the development costs to the netrealisable value. Where programmes in development are not expected to proceed,the related costs are written off to the profit and loss account.Pension costThe Company does not operate a pension scheme, as a result of which, no pensionliability arises in these financial statements. 2 Principal activities and marketsThe principal activity of the Company and its subsidiaries is the making oftelevision, film, online and other audio-visual productions. No significant level of turnover arose outside of the United Kingdom. 3 Net operating expenses 2005 2004 £000 £000 Administrative expenses (including goodwillamortisation of 1,918 1,854£39,000 (2004: £Nil)Other operating income - (51) ---------------- --------------- 1,918 1,803 ================ =============== 4 Directors' emoluments The directors' aggregate emoluments in respect of qualifying services were: 2005 2004 £000 £000 Aggregate emoluments 408 361 ============ ============ Highest paid director 161 160 ============ ============ Information on share options held by directors is shown in the directors'report 5 Employee information 2005 2004 £000 £000 Wages and salaries 3,727 3,503Social security costs 391 367 ---------------- --------------- 4,118 3,870 ================ =============== Average number of employees: Number Number Production 123 120Administration 19 18 ---------------- --------------- 142 138 ================ =============== 6 Interest payable and similar charges 2005 2004 £000 £000 Interest received (7) -On finance lease and hire purchase 24 38Other interest and similar charges 36 72 ---------------- --------------- 53 110 ================ =============== 7 Profit/(loss) on ordinary activities before taxation 2005 2004 £000 £000Profit/(loss) on ordinary activities before taxation isstated after charging/(crediting): Auditor's remuneration for - audit services 25 44 - non-audit services - -Depreciation of owned fixed assets 437 475Depreciation of assets held under hire purchase andfinance lease agreements 79 107Amortisation of goodwill 39 -(Profit)/loss on disposal of fixed assets (2) 4Release of deferred grant income - (51)Operating lease charges - plant and machinery - - - other 25 25 ========== ========= Audit fees payable by the Company for the year were £8,000 (2004: £24,000)whilst amounts paid for non audit services were £Nil (2004: £9,000). 8 Taxation charge on profit/(loss) on ordinary activities 2005 2004 £000 £000Current tax:United Kingdom corporation tax charge at rate 235 8of 30% (2004:30%)Over provision in respect of the previous year - (4) ---------------- ---------------Total current tax 235 4 ---------------- ---------------Deferred taxOrigination and reversal of timing differences 20 67Increase in discount (4) (14) ---------------- ---------------Total deferred tax 16 53 ---------------- --------------- Total 251 57 ================ =============== 8 Taxation charge on profit/(loss) on ordinary activities (continued) The tax assessed for the year is lower than the standard rate of corporation taxapplying in the UK of (30%). The differences are explained below: 2005 2004 £000 £000 Profit/(loss) on ordinary activities before 915 (176)taxation ================ ===============Current tax:Profit/(loss) on ordinary activities at the UKtax rate 30% (2004 : 30%) 275 (53)Effects of:Expenses not deductible for tax purposes 12 (50)Accelerated capital allowances and other timing 15 113differencesTax at marginal rates (2) (2)Adjustments to tax charge in respect of - (4)previous periodUtilisation of tax losses (65) - ---------------- ---------------Current tax charge for year 235 4 ================ ============== Factors that may affect future tax charges: Based on current investment plans, the group expects that depreciation willexceed the capital allowances in the next two accounting periods. The groupexpects to be able to utilise brought forward trading losses against taxableprofits expected to occur in the foreseeable future. 9 Tangible fixed assets Leasehold property Motor Fixtures and Studio Total improvements vehicles fittings & equipment computer equipment £000 £000 £000 £000 £000 CostAt 1 October 2004 2,351 511 1,133 3,248 7,243Additions 12 54 62 196 324Disposals (1) (106) (4) (17) (128) --- --- --- --- ---At 30 September 2005 2,362 459 1,191 3,427 7,439 --- --- --- --- --- DepreciationAt 1 October 2004 628 449 938 1,755 3,770Charge for the year 120 37 99 260 516On disposals - (92) (3) (11) (106) --- --- --- --- ---At 30 September 2005 748 394 1,034 2,004 4,180 --- --- --- --- ---Net book value 1,614 65 157 1,423 3,259At September 2005 === === === === ===At September2004 1,723 62 195 1,493 3,473 === === === === === Included within the net book value of £3,259,000 is the following relating toassets held under hire purchase and finance lease agreements: Fixtures & fittings and computer Studio Motor Total equipment equipment vehicles £000 £000 £000 £000 At 30 September 2005 9 265 31 305 === === === ===At 1 October 2004 18 479 41 538 === === === === 9 Tangible fixed assets (continued) The depreciation charged to the financial statements in the year in respect ofsuch assets was as follows: Fixtures & fittings and computer Studio Motor Total equipment equipment vehicles £000 £000 £000 £000 Year ended 30 5 57 17 79September 2005 === === === ===Year ended30 September 2004 15 81 11 107 === === === === 10 Investments Group Other Total InvestmentsCost and net book value £000 £000At beginning of year - -Additions 54 54 --- ---At end of year 54 54 --- --- Other investments consist of 130,000 listed 50p ordinary shares in CSS StellarPlc stated at cost (market value of £59,000 at 30 September 2005). Company Shares in Other Total group investments undertakings £000 £000 £000Cost and net book value At beginning of year - - -Additions - Acquisition ofAgenda Television 819 54 873Limited --- --- ---At end of year 819 54 873 --- --- --- Other investments consist of 130,000 listed 50p ordinary shares in CSS StellarPlc stated at cost (market value of £59,000 at 30 September 2005). 10 Investments (continued) The Company holds the following issued share capital in group undertakings aslisted below: Subsidiary Country of Share capital Proportion Companyundertaking incorporation ownership status held Agenda televisionLimited England & Wales Direct holding 100% TradingM4 Television England & Wales Indirect holding 100% DormantTinopolis FacilitiesLimited England & Wales Indirect holding 100% TradingAgenda AbertaweCyfyngedig England & Wales Indirect holding 100% DormantAgenda HenoCyfyngedig England & Wales Indirect holding 100% TradingAgenda FilmsLimited England & Wales Indirect holding 100% TradingTinopolis InteractiveLimited England & Wales Indirect holding 100% TradingAgenda AmericaLimited England & Wales Indirect holding 100% DormantAgenda productionLimited England & Wales Indirect holding 100% TradingP.O.P.1Limited England & Wales Indirect holding 51% TradingSalem FilmsLimited England & Wales Indirect holding 51% TradingAgenda WorkshopLimited England & Wales Indirect holding 100% DormantTinopolisCymru Limited England & Wales Indirect holding 100% DormantUgh! Limited England & Wales Indirect holding 51% TradingTinopolis Spark LearningConsortium Ltd England & Wales Indirect holding 100% DormantDave Edwards EntertainmentMedia Limited England & Wales Indirect holding 75% TradingDafydd Evans ProductionLimited England & Wales Indirect holding 100% DormantConcordia TelevisionProductionsLimited Republic of Indirect holding 51% Trading IrelandFiction FactoryLimited England & Wales Indirect holding 75% Trading 11 Stocks Group Company 2005 2004 2005 2004 £000 £000 £000 £000 Work in progress 175 73 - -Consumables 3 3 - - -------------- --------------- --------------- ------------- 178 76 - - ============== =============== =============== ============= 12 Debtors Group Company 2005 2004 2005 2004 £000 £000 £000 £000 Amounts falling due within one yearTrade debtors 780 462 - -Amounts owed by group undertakings - - 1,841 -Other debtors 415 239 70 2 --- --- --- --- 1,195 701 1,911 2 === === === === Notes (continued) 13 Creditors: amounts falling due within one year Group Company 2005 2004 2005 2004 £000 £000 £000 £000 Bank loans and 188 358 - 37overdraft (secured)Trade creditors 218 210 14 8Amounts owed to - - - -groupundertakingsCorporation tax 235 23 - -Hire purchase and 124 213 - -finance lease agreementsOther taxation and 387 358 - -social securityAccruals and 683 473 26 76deferred income -------------- --------------- --------------- ------------- 1,835 1,635 40 121 ============== =============== =============== ============= 14 Creditors: amounts falling due after more than one year Group Company 2005 2004 2005 2004 £000 £000 £000 £000 Bank loan (secured) 131 289 - -Hire purchase and 59 148 - -finance leaseagreements -------------- --------------- --------------- ------------- 190 437 - - ============== =============== =============== ============= Hire purchase and finance lease obligations The hire purchase and finance lease obligations to which the group is committedare repayable: Group 2005 2004 £000 £000 In one year or less 124 213Between one and two years 56 108Between two and five years 3 40 ---------------- --------------- 183 361 ================ =============== 14 Creditors: amounts falling due after more than one year (continued) Bank loanThe bank loan is repayable as follows: Group 2005 2004 £000 £000 In one year or less 188 187Between one and two years 131 188Between two and five years - 101 ---------------- --------------- 319 476 ================ ===============The bank loan and overdraft are secured on certain assets of the group. Interestis payable at 3% over the bank's base rate. 15 Deferred taxation The movement in the deferred tax provision during the year was: Group Company 2005 2004 2005 2004 £000 £000 £000 £000 Provision brought 275 222 - -forwardProfit and loss 16 53 - -account -------------- --------------- --------------- -------------Provision carried 291 275 - -forward ============== =============== =============== ============= The group's provision for deferred taxation consists of the tax effect of timingdifferences in respect of: Group: 2005 2004 Provided Provided £000 £000 Losses (100) (135)Excess of taxation allowances over depreciationon fixed assets 459 474 ---------------- ---------------Undiscounted provision for deferred tax 359 339Discount on timing differences (68) (64) ---------------- --------------- 291 275 ================ =============== The unprovided deferred tax asset in relation to losses unutilised amounted to£110,000 (2004: £115,000) 16 Contingencies The Company had potential contingent liabilities amounting to £Nil at 30September 2005 (2004:£645,000), under the terms of the cross-guarantee given inrespect of the bank borrowings of the wholly-owned subsidiaries. Subject to thegroup continuing to comply with the bank's terms of borrowing, no liability willcrystallise. 17 Capital commitments 2005 2004 £000 £000 25 - ================ ===============Financial commitments At September 2005 the Company had annual commitments under non-cancellableoperating leases: 2005 2004 Land and Other Land and Other buildings buildings £000 £000 £000 £000 Within one year 3 - 3 -Within two to five - - - -yearsAfter five years 20 - 20 - -------------- --------------- --------------- -------------- 23 - 23 - ============== =============== =============== ============== 18 Acquisition On 8 February 2005, Acquisitor plc was acquired by the Group in a share forshare transaction. The directors, based on the fair value of Agenda TelevisionLimited's shares at the date of acquisition taking into account the transactioncosts of £379,000, consider that to reflect the reverse acquisition, the cost ofinvestment is some £1,036,000. The goodwill that arose on the reverseacquisition has been calculated as the difference between the cost of theinvestment and the fair value of Acquisitor Plc's identifiable net assetsacquired (being £1,010,000 of cash and accruals of £13,000). This goodwill,which amounted to £39,000, has been written off in the year to 30 September 2005as Acquisitor Plc will have no continuing business and therefore the goodwillhas no intrinsic value. 19 Called up share capital Group 2005 2004 £000 £000Authorised130,714,290 ordinary shares of 2p each (2004:10,000 ordinary 2,614 10shares of £1 each) ---------------- ---------------Allotted, called up and fully paid24,857,145 ordinary shares of 2p each (2004:7,720 ordinary 497 8shares of £1 each) ================ =============== 19 Called up share capital (continued) Company 2005 2004 £000 £000 Authorised130,714,290 ordinary shares of 2p each 2,614 2,614 ---------------- ---------------Allotted, called up and fully paid24,857,145 (2004: 2,857,145) ordinary shares of 497 572p each ================ =============== The share capital balance in the Group balance sheet at 30 September 2004reflected that of Agenda Television Limited prior to the reverse acquisition.This represented 7,720 allotted, called up and fully paid ordinary shares of £1each. The share capital balance in the Company balance sheet at 30 September 2004reflected that of Tinopolis Plc (formerly Acquisitor Plc) prior to the reverseacquisition. This represented 2,857,145 allotted, called up and fully paidordinary shares of 2p each. At 8 February 2005 Tinopolis Plc issued 22,000,000 ordinary shares of 2p each tothe shareholders of Agenda Television Limited in a share - for - sharetransaction resulting in the full ownership of Agenda Television Limited withthe previous shareholders of Agenda Television Limited holding 88.5% of theenlarged share capital of the new group. As at 30 September 2005, the following options were outstanding under an EMIPlan and an Unapproved Plan. No. of Shares Exercise Price Date Granted Vesting date Lapse DateEMI Plan 879,700 41p 7/2/2005 7/2/2006 6/2/2015EMI Plan 122,000 41p 7/2/2005 n/a 6/2/2015UnapprovedPlan 128,000 41p 7/2/2005 n/a 6/2/2015 20 Minority interest £000 At beginning of year 15Share of the result for the year 23Dividends received during the year (5) ----------------At end of year 33 ================ 21 Earnings per share Year ended 30 September Year ended 30 September 2005 2004 £000 £000 Profit/(loss) for theperiod 641 (248) Weighted average number ofshares 23,839,532 22,000,000 Dilutive potential ofshares under option 1,129,700 0Effect of deferredconsideration shares 2,500,000 0Dilutive potential ofwarrants issued 48,780 0Dilutive weighted averagenumber of shares 27,518,012 22,000,000 EPS - Basic 2.7p (1.1)pEPS - diluted 2.3p (1.1)p The losses per share for 2004 have been calculated based on the number ofinitial consideration shares to be issued by Acquisitor plc as consideration forthe acquisition of Tinopolis. The deferred consideration shares to be issued following the AGM arises out ofthe achievement of profit targets set at the time of the reverse acquisition ofAcquisitor Plc. 22 Reserves Group Capital Merger Profit and redemption reserve loss account reserve £000 £000 £000 At 1 October 2004 2 486 1,394 Retained profit for the year - - 641Movement in the year (2) 171 - --- --- ---At 30 September 2005 - 657 2,035 === === === Company Profit and loss account £000 At 1 October 2004 969Profit for the year 1,278 ---At 30 September 2005 2,247 === 23 Reconciliation of movement in shareholders' funds Group Company 2005 2005 £000 £000 Profit for the year 641 1,278Increase in share capital 489 440Merger reserve 171 -Capital redemption reserve (2) - Shareholders funds at 1 October 2004 1,890 1,026 ---------------- ---------------As at 30 September 2005 3,189 2,744 ================ =============== 24 Reconciliation of operating profit to net cash inflow from operating activities 2005 2004 £000 £000 Operating profit/(loss) 968 (66)Depreciation on tangible fixed assets 516 582Amortisation of goodwill 39 -Release of deferred grant income - (51)(Increase) in trade debtors (318) (127)(Increase)/decrease in other debtors (168) 310(Increase) in stocks and work in progress (102) (73)(Decrease) in trade creditors (4) (12)Increase in other creditors 95 50Increase in accruals and deferred income 140 41(Profit)/loss on disposal of fixed assets (2) 4 ---------------- --------------- 1,164 658 ================ =============== 25 Analysis of changes in financing during the year At 1 October 2004 Cashflow Non-cash At September changes 2005 £000 £000 £000 £000 Cash in hand and atbank 2 850 - 852Bank overdrafts (171) 171 - - --- --- --- --- (169) 1,021 - 852Loans due within oneyear (187) 157 (158) (188)Loans due after morethan one year (289) - 158 (131)Hire purchase andfinance leases (361) 226 (48) (183) --- --- --- --- Total (1,006) 1,404 (48) 350 === === === === 25 Analysis of changes in financing during the year (continued) Movement in borrowings: £000 Bank loan received -Bank loan repayments 157Capital repayments of finance leases 226 --- 383New finance leases (48) --- 335At 1 October 2004 (837) ---At 30 September 2005 (502) === 26 Related party transactions In accordance with the exemption afforded by FRS 8: related party transactions,there is no disclosure in these financial statements of transactions withentities in which the company has an interest of 90% or more. During the year, Group companies purchased from Owens Industrial Fuels (abusiness whose proprietor is the brother of Mr OGR Jones) material to the valueof £136,000 (2004: £127.000). During the year Group companies also purchased from Jigsaw (a business whoseproprietor is the sister-in-law of Mr OGR Jones) materials to the value of £30,000 (2004:£5,000). During the year, Group companies also purchased from Ms Kim Morgans (the partnerof Mr OGR Jones) for translation services to the value of £6,000 (2004: £4,000). During the year, a Group company purchased from Glendower Capital Limited (acompany in which Mr R Davies has an interest) services to the value of £Nil(2004:£23,000). All of the transactions above were conducted on an arms length basis. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Cornish Metals