23rd May 2012 07:00
23 May 2012
reach4entertainment enterprises plc
formerly
Pivot Entertainment Group plc
("r4e" or "the Group" or "the Company")
PRELIMINARY UNAUDITED RESULTS FOR THE 13 MONTH PERIOD ENDED
31 DECEMBER 2011
reach4entertainment enterprises plc (AIM: R4E), the transatlantic media and entertainment company, is pleased to announce unaudited results for the 13 month period ended 31 December 2011.
Financial Highlights (for 13 month period)
·; Revenue from continuing operations of £78,198,000 (year ended 30 November 2010: £71,403,000)
·; Gross profit from continuing operations of £18,394,000 (year ended 30 November 2010: £17,051,000)
·; Group Net Loss before taxation of £2,924,000 down from £7,812,000 in year ended 30 November 2010
Trading and Strategic Highlights
·; The Group has continued its restructuring programme to focus on its core business units: London and New York based theatre marketing businesses Spot & Company of Manhattan Inc, ("SpotCo"), Dewynters Ltd ("Dewynters"), Newman Displays Ltd ("Newmans") and Dewynters Advertising Inc. ("DAI")
·; By focusing on these businesses, the aim is to cement r4e's position as a highly-focused, transatlantic media and entertainment company
·; The restructuring initiatives undertaken during the period included the sale of non-core business assets and strategic investment totalling £2.5 million by Pivot Entertainment LLC
·; The Group successfully raised £4.0 million via placings in February and March 2011
·; Conclusion and announcement of a new £14.8 million revolving credit facility with Allied Irish Bank in May 2011, achieving a reduction in bank debt from the 2010 year end value of £18.0 million
·; Recomposition of the Board involving the appointments of David Stoller as Executive Chairman and Shirley Stapleton as Finance Director. Appointments of Non-Executive Directors Marcus Yeoman in May 2011 and Richard Ingham in August 2011, following the departure of Jon and Phil Smith. Jeremy Barbera was appointed Chief Executive Officer during December 2010 but has since left the company following the period end in March 2012.
·; The third and final financial performance year for the purposes of calculating the remaining deferred consideration payments due to the vendor of Spotco under the terms of the acquisition agreement dated 8 August 2008 has concluded. The result of the final calculation is to reduce the estimated liability in respect of the total remaining deferred consideration payable by $1.927 million to $4.112 million (approximately £2.672 million). On a related note, the Board announced that it reached agreement with the vendor of Spotco to defer the earn-out payment, which was due to be made on 31 October 2011 to June 2012. The Board is currently in discussions with the vendor regarding the timing and nature of the settlement of this liability.This payment will constitute the final payment of deferred consideration for Spotco.
Post Period Events
·; In addition to continuing to work with its normal base of clients in theatre and film, the Group has continued to develop new, high profile client relationships in events and productions. These new client relationships have begun to impact revenue since period end, signalling a strong beginning for the new financial year.
·; The Group has launched several promising new initiatives in licensing, theatrical events, promotional events and new talent sponsorship, which represent significant opportunities for value creation and expansion.
·; The Company announced a change of name from Pivot Entertainment Group plc to reach4entertainment enterprises plc ("r4e") signalling a change in the strategy and management of the Group, featuring a powerful spirit of shared enterprise among the Group's transatlantic operating companies
·; Following the departure of Chief Executive, Jeremy Barbera from in March 2012, David Stoller assumed the responsibilities of Chief Executive in addition to his existing role of Executive Chairman for an interim period.
.
David Stoller, Executive Chairman and acting Chief Executive of r4e, comments:
"2011 was a period of significant restructuring and reshaping. That work is nearing completion. The focus now is on driving the growth of r4e's core arts and entertainment businesses: Spotco, Dewynters, Newmans and DAI; establishing new, high profile relationships in events and productions in London and New York; and leveraging the capabilities of the Group, particularly in the digital space.
"This renewed focus on the Group's strengths and the stripping out of unwanted overheads should result in solid growth in Group EBITDA in 2012. We are delighted that our core business remains strong and we aim to build on the strong foundations in place by developing initiatives in licencing, theatrical events, promotions and new talent sponsorship."
-End-
Enquiries:
reach4entertainment enterprises plc
David Stoller/ Shirley Stapleton Tel: +44 20 79930000
Seymour Pierce Limited
Stewart Dickson/Tom Sheldon (Corporate Finance) Tel: +44 20 71078000
Katie Ratner (Corporate Broking)
XCAP Securities plc
Adrian Kirk / David Lawman (Joint Broker) Tel: +44 20 71017070
Bishopsgate Communications Limited
Nick Rome/Lynne Goulding Tel: +44 20 75623350
EXECUTIVE CHAIRMAN'S STATEMENT
I am pleased to report the results of reach4entertainment enterprises plc for the 13 month period ended 31 December 2011.
Following announcement made on 23 January 2012, shareholders will be aware that the accounting period was extended to align the Group's accounting and reporting dates to ones more relevant to the media sector, and to align the reporting dates of the remaining core businesses within the Group following the restructuring and disposals undertaken during 2011.
The Group reports a loss for the 13 month period of £2.92 million, an improvement of £4.89 million against losses of £7.81 million for the year ended 30 November 2010.
The Group has continued its restructuring programme to focus on its core business units: New York based Spot & Company of Manhattan Inc, ("SpotCo"), London based companies Dewynters Ltd ("Dewynters") and Newman Displays Ltd ("Newmans") and the New York based merchandising operations of Dewynters Advertising Inc. ("DAI"). By focusing on these businesses, the aim is to cement r4e's position as a highly-focused, transatlantic media and entertainment company.
The restructuring initiatives undertaken during the period and beyond included the sale of non-core business assets and strategic investment totalling £2.5 million by Pivot Entertainment LLC. In addition the Company successfully raised £4.0 million via placings in February and March 2011 while it also significantly reduced bank debt.
r4e is confident that by focusing on the strengths of its core businesses, and by further stripping out overheads, it will emerge as a more streamlined and dynamic company.
Restructuring Initiatives
Restructuring and divestment initiatives included the sales of non-core businesses (The Finishing Touch (Corporate Events) Ltd, and First Artist Sport Ltd), and a move to start winding up the remaining operation of the Sport division, Promosport SrL, the Italian based football management agency.
Activities directed at restoring the financial and management strength of the Group during this reporting period include:
·; Strategic investment in December 2010 by Pivot Entertainment LLC of $4.0 million (£2.5 million);
·; Share placings in February and March 2011 raising a total of £4.0 million (before expenses);
·; Conclusion and announcement of a new £14.8 million revolving credit facility with Allied Irish Bank in May 2011, achieving a reduction in bank debt from the 2010 year end value of £18.0 million;
·; Recomposition of the Board involving the appointments of David Stoller as Executive Chairman and Shirley Stapleton as Finance Director. Appointments of Non-Executive Directors Marcus Yeoman in May 2011 and Richard Ingham in August 2011, following the departure of Jon and Phil Smith. Jeremy Barbera was appointed Chief Executive Officer during December 2010 but has since left the Company following the period end in March 2012.
Continuing Operations
I will now turn to the performance of the continuing operations.
The Group will retain its focus on the established theatre marketing businesses in London of Dewynters and Newmans and SpotCo, and DAI in New York.
London
The London theatre marketing business of Dewynters continued to build on its established platform of long running and successful shows such as Phantom Of The Opera, Les Miserables, The Lion King, Mamma Mia!, Wicked and We Will Rock You. In addition, new events worked on included the Barclays ATP World Tour Finals at the O2 and several new shows, including Million Dollar Quartet, Wizard of Oz, Betty Blue Eyes, and Ghost: The Musical, together with several plays and other shows of shorter scheduled runs.
For Dewynters, 2011 was a year of investment and consolidation. Whilst this had some impact on short term profitability, it has resulted in a strong platform from which to deliver growth. It has established a solid base and healthy book of new business including West End shows such as Singin' in The Rain, Masterclass, Jackie Mason The Farewell Tour, and the soon to open Top Hat, The Browning Version, What the Butler Saw, Written on The Heart and other clients including the rebranding of the British Film Institute and brand launch of a new theatre, the St James's.
On a like for like basis, Newmans has reported a small decline in revenues over the period and a commensurate decline in operating profits. The business has been impacted by disruption from on-going construction work associated with the redevelopment of Leicester Square which is an important focal point for many of its clients and events. This has led to both a reduction in the number of premieres and events there and is coupled with an increase in costs of delivery for those that are undertaken. Despite these challenges, Newmans continues to deliver many high profile and successful events such as the premiere for Harry Potter and the Deathly Hallows Part II, The London Film Festival and work done at the Cannes Film Festival. To offset these issues Newmans has been exploring development opportunities which have resulted in projects in several new areas involving theatre refurbishment and more work with events companies which are generating positive results.
New York
The New York theatre marketing operations of SpotCo delivered strong growth from its award winning client base during the period. Shows supported by SpotCo included three of the four nominees for the Best Musical Tony Award: Catch Me If You Can, The Scottsboro Boys and Sister Act. Spotco clients also included the Tony Award winner for Best Musical Revival Anything Goes. During the reporting period, SpotCo was hired to provide the advertising for the New York launch of Cirque Du Soleil's Zarkana at Radio City Music Hall and continued to handle the Radio City Christmas Spectacular as well as achieving success with shows such as Baby It's You, Memphis, Book of Mormon and events such as Wintuk and an ongoing relationship with the Manhattan Theater Club. During the period under review, SpotCo continued to grow its Marketing and Promotion department, working on the marketing for the launch of NBC's television production Smash, and growing the number of Broadway shows it produces content for.
The period under review has presented several challenges for DAI arising from the closure of long running shows for which it as provided merchandising services. This has resulted in a decline in both revenue and profitability. New business opportunities continue to be sought, whilst a review of the future of this business will be undertaken.
Post Period Events
In addition to continuing to work with its normal base of clients in theatre and film, the Group has continued to develop new, high profile client relationships in events and productions. These new client relationships have begun to impact revenue since period end, signalling a strong beginning for the new financial year.
In addition the Group has launched several promising new initiatives in licensing, theatrical events, promotional events and new talent sponsorship, which represent significant opportunities for value creation and expansion.
The Company announced a change of name from Pivot Entertainment Group plc to reach4entertainment enterprises plc ("r4e") signalling a change in the strategy and management of the Group, featuring a powerful spirit of shared enterprise among the Group's transatlantic operating companies.
The Group announced the departure of Chief Executive, Jeremy Barbera from the Board with effect from 15 March 2012. From this date David Stoller assumed the responsibility of Chief Executive in addition to his existing role of Executive Chairman for an interim period. On 10 May 2012 Mr Barbera's shareholding of 8,400,000 ordinary shares was transferred to Stoller Family Partners.
Outlook
2011 was a period of significant restructuring and reshaping of the Group. That work is nearing completion, and the focus now is on driving the growth of r4e's core arts and entertainment businesses: Spotco, Dewynters, Newmans and reshaped DAI on conclusion of the business review which is currently underway; establishing new, high profile relationships in events and productions in London and New York; and leveraging the capabilities of the Group, particularly in the digital space. This dedicated division will expand and leverage existing digital and social media capabilities and develop complementary assets and capabilities with the objective of becoming a multi-platform provider of digitally delivered services, products and content.
This renewed focus on the Group's strengths and the stripping out of unwanted overheads should result in solid growth for the company in 2012.
David Stoller
Chairman
23 May 2012
reach4entertainment enterprises plc
UNAUDITED CONSOLIDATED INCOME STATEMENT
for the thirteen month period ended 31 December 2011
Continuing operations | Note | 13 month period ended 31 December 2011 (unaudited) £'000 | Year ended 30 November 2010 £'000 | ||||||||
REVENUE | 1 | 78,198 | 71,403 | ||||||||
Cost of sales | 5 | (59,804) | (54,352) | ||||||||
GROSS PROFIT | 18,394 | 17,051 | |||||||||
Administrative expenses | 5 | (20,543) | (17,727) | ||||||||
EBITDA before exceptional administrative expenses |
(331) |
950 | |||||||||
Exceptional administrative expenses | 2 | (600) | (256) | ||||||||
Depreciation | 10 | (462) | (517) | ||||||||
Amortisation of intangible assets | 9 | (756) | (853) | ||||||||
OPERATING LOSS | (2,149) | (676) | |||||||||
Finance income | 3 | 146 | 569 | ||||||||
Finance costs | 4 | (949) | (1997) | ||||||||
LOSS BEFORE TAXATION | (2,952) | (2,104) | |||||||||
Taxation | 151 | 222 | |||||||||
LOSS FOR THE PERIOD / YEAR FROM CONTINUING OPERATIONS | (2,801) | (1,882) | |||||||||
Discontinued operations | |||||||||||
Loss for the period / year from discontinued operations | 17 | (123) | (5,930) | ||||||||
LOSS FOR THE PERIOD / YEAR | (2,924) | (7,812) | |||||||||
Loss per share (pence) |
| ||||||||||
Basic and diluted loss per share | |||||||||||
From continuing operations | (4.77) | (6.28) | |||||||||
From discontinued operations | (0.21) | (19.80) | |||||||||
Total operations | 8 | (4.98) | (26.09) | ||||||||
reach4entertainment enterprises plc UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the thirteen month period ended 31 December 2011
|
13 month period ended 31 December 2011 (unaudited) £'000 | Year ended 30 November 2010 £'000 | ||
LOSS FOR THE PERIOD / YEAR | (2,924) | (7,812) | ||
Other comprehensive income: | ||||
Currency translation differences | (146) | 317 | ||
Other comprehensive income for the period / year | (146) | 317 | ||
Total comprehensive income for the period / year | (3,070) | (7,495) | ||
reach4entertainment enterprises plc UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION for the thirteen month period ended 31 December 2011
|
Note |
31 December 2011 (unaudited) £'000 |
30 November 2010 £'000 | |
NON-CURRENT ASSETS | ||||
Goodwill and intangible assets | 9 | 18,709 | 20,453 | |
Property, plant and equipment | 10 | 626 | 1,492 | |
Available-for-sale investments | 11 | - | 58 | |
19,335 | 22,003 | |||
CURRENT ASSETS | ||||
Inventories | 12 | 435 | 433 | |
Trade and other receivables | 13 | 8,007 | 9,095 | |
Cash and cash equivalents | 2,289 | 3,284 | ||
10,731 | 12,812 | |||
Assets of disposal group classified as held-for-sale | 17 | - | 1,080 | |
10,731 | 13,892 | |||
TOTAL ASSETS | 30,066 | 35,895 | ||
CURRENT LIABILITIES | ||||
Trade and other payables | 14 | (11,743) | (12,788) | |
Current taxation liabilities | (64) | (132) | ||
Borrowings | 15 | - | (17,955) | |
Provisions | 16 | (2,694) | (2,759) | |
(14,501) | (33,634) | |||
Liabilities of disposal group classified as held-for-sale | 17 | - | (1,002) | |
(14,501) | (34,636) | |||
NET CURRENT LIABILITIES | (3,770) | (20,744) | ||
NON-CURRENT LIABILITIES | ||||
Deferred taxation | 18 | (1,752) | (2,020) | |
Borrowings | 15 | (14,800) | - | |
Provisions | 16 | - | (3,614) | |
(16,552) | (5,634) | |||
TOTAL LIABILITIES | (31,053) | (40,270) | ||
NET LIABILITIES | (987) | (4,375) | ||
EQUITY | ||||
Called up share capital | 19 | 1,649 | 749 | |
Share premium | 13,332 | 7,774 | ||
Capital redemption reserve | 15 | 15 | ||
Share option reserve | - | 217 | ||
Retained earnings | (15,937) | (13,230) | ||
Own shares held | 19 | (259) | (259) | |
Foreign exchange reserve | 213 | 359 | ||
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | (987) | (4,375) |
reach4entertainment enterprises plc UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the thirteen month period ended 31 December 2011 |
|
Share capital £'000 |
Share premium £'000 | Capital redemption reserve £'000 | Share option reserve £'000 |
Retained earnings £'000 |
Own shares held £'000 | Foreign exchange reserve £'000 |
Total Equity £'000 |
ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | |||||||||
At 30 November 2009 | 748 | 7,768 | 15 | 246 | (5,480) | (259) | 42 | 3,080 | |
Currency translation differences | - | - | - | - | - | - | 317 | 317 | |
Income recognised directly in equity | - | - | - | - | - | - | 317 | 317 | |
Loss for the year | - | - | - | - | (7,812) | - | - | (7,812) | |
Total recognised income and expense for the year | - | - | - | - | (7,812) | - | 317 | (7,495) | |
Transactions with owners | |||||||||
Transfer from share option reserve to retained earnings | - | - | - | (62) | 62 | - | - | - | |
Shares issued to vendors as deferred consideration | 1 | 6 | - | - | - | - | - | 7 | |
Share-based payment charge | - | - | - | 33 | - | - | - | 33 | |
Total transactions with owners | 1 | 6 | - | (29) | 62 | - | - | 40 | |
At 30 November 2010 | 749 | 7,774 | 15 | 217 | (13,230) | (259) | 359 | (4,375) | |
Currency translation differences | - | - | - | - | - | - | (146) | (146) | |
Income recognised directly in equity | - | - | - | - | - | - | (146) | (146) | |
Loss for the year | - | - | - | - | (2,924) | - | - | (2,924) | |
Total recognised income and expense for the period | - | - | - | - | (2,924) | - | (146) | (3,070) | |
Transactions with owners | |||||||||
Transfer from share option reserve to retained earnings on forfeited share options | - | - | - | (217) | 217 | - | - | - | |
Shares issued | 900 | 5,558 | - | - | - | - | - | 6,458 | |
Total transactions with owners | 900 | 5,558 | - | (217) | 217 | - | - | 6,458 | |
At 31 December 2011 | 1,649 | 13,332 | 15 | - | (15,937) | (259) | 213 | (987) | |
reach4entertainment enterprises plc UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS For the period ended 31 December 2011
|
|
13 month period ended 31 December 2011 (unaudited) £'000 | Year ended 30 November 2010 £'000 | |
Cash generated from operating activities | 22 | (790) | 472 | |
Income taxes paid | (186) | (140) | ||
Net cash (used in)/generated from operating activities | (976) | 332 | ||
Investing activities | ||||
Finance income | 146 | 69 | ||
Purchases of property, plant and equipment | 10 | (234) | (201) | |
Proceeds from disposal of property, plant and equipment | 300 | - | ||
Payment of deferred consideration | 16 | (2,700) | (91) | |
Proceeds from disposal of subsidiaries net of cash disposed of and disposal costs |
17 |
34 |
1,314 | |
Receipt of deferred sales proceeds | 300 | - | ||
Net cash (used in)/generated by investing activities | (2,154) | 1,091 | ||
Financing activities | ||||
Repayments of borrowings | (15,995) | (1,000) | ||
New bank loans raised | 14,800 | - | ||
Repayment of loan notes | - | (1,500) | ||
Net cash proceeds from issue of shares | 6,458 | - | ||
Interest paid | 4 | (927) | (877) | |
Net cash generated by/(used in) financing activities | 4,336 | (3,377) | ||
Net increase/(decrease) in cash and cash equivalents | 1,206 | (1,954) | ||
Cash and cash equivalents at the beginning of the period / year |
1,324 |
3,177 | ||
Effect of foreign exchange rate changes |
(241) |
101 | ||
Cash and cash equivalents and bank overdrafts at the end of the period / year |
2,289 |
1,324 | ||
Cash and cash equivalents | 2,289 | 3,284 | ||
Bank overdrafts | - | (1,960) | ||
2,289 | 1,324 | |||
BASIS OF PRESENTATION
The above unaudited financial information does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The above figures for the period ended 31 December 2011 are an abridged version of the Company's accounts which will be reported on by the Company's auditors before dispatch to the shareholders and filing with the Registrar of Companies. The preliminary announcement was approved by the Board and authorised for issue on 23 May 2012.
The consolidated financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) as endorsed by the European Union (EU). The accounting policies applied in the period ended 31 December 2011 are consistent with those applied in the Financial Statements for 2010.
The statutory accounts for the year ended 30 November 2010 have been lodged with the Registrar of Companies. These accounts received an audit report which was unqualified and did not include a statement under section 498(2) or section 498(3) of the Companies Act 2006.
The audit report for the period ended 31 December 2011 is expected to contain the following wording:
"Emphasis of matter
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure set out in the financial statements concerning the group's ability to continue as a going concern. The group incurred a net loss of £2.9m during the thirteen month period ended 31 December 2011 and, at that date, group's total liabilities exceeded its total assets by £1.0m and it had net current liabilities of £3.8m. The group's cash flow forecasts indicate that additional funds need to be raised so that the group can meet the payment of $4.1m due in June 2012 in relation to deferred consideration liabilities. The directors are in negotiations with the vendor seek a deferral of the settlement of the liability until sufficient funds have been raised.
These conditions, along with the other matters explained in the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern.
SIGNIFICANT ACCOUNTING POLICIES - GOING CONCERN
As at 31 December 2011 the Group had net liabilities of £1.0 million (30 November 2010: £4.4 million net liabilities) and made a loss in the period then ended of £2.9 million (year then ended 30 November 2010: £7.8 million loss).
During the period the Group went through a significant restructuring, including renegotiation of its borrowing facilities, share placements and the disposal of loss making subsidiaries. Details of which are as follows:
·; An agreement was reached in April 2011 to enter into a new £14.8 million revolving credit facility with the lender AIB Group (UK) plc and was approved by shareholders at an EGM on 17 May 2011. Interest is chargeable at LIBOR + 3.5% per annum for the first two years, LIBOR + 4% per annum for the third year and LIBOR + 5% thereafter; the facility matures in May 2015.
·; Share placements totaling £6,570k were made; these proceeds were used for paying down existing debt, payment of overdue deferred consideration and for working capital purposes.
·; The loss making subsidiary The Finishing Touch (Corporate Events) Limited was disposed of on 14 February 2011. Another loss making subsidiary, First Artist Sport was also disposed of on 19 May 2011. Promosport SrL was also placed into liquidation during the period.
In addition, the Directors have prepared and reviewed detailed forecasts which indicate that the Group will have sufficient cash flow to meet its financial obligations as they fall due. The exception to this is further obligations under deferred consideration liabilities. The final amount due of $4.1 million is payable in June 2012 and the Board is currently in discussions with the vendor regarding the timing and nature of the settlement of this liability. The Group expects to seek equity funds during the forthcoming period in order to satisfy this obligation. The Board is confident that these will be concluded in a manner which enables the view of going concern to be applicable.
Whilst the Directors believe that the going concern basis is appropriate, the existence of the deferred consideration liability, the use of estimates in the forecasts and the continuing challenge of the trading environment represents an uncertainty which may cast doubt upon the Group's ability to continue as a going concern and that, therefore, the Group may be unable to discharge its liabilities in the normal course of business.
After making enquiries and considering the uncertainties described above, the Directors have concluded that the Group has adequate resources to continuing trading for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the Group financial statements. The financial statements do not include any adjustments that would result if the Group was unable to continue as a going concern.
reach4entertainment enterprises plc
REMUNERATION REPORT
POLICY ON DIRECTORS' REMUNERATION
The Remuneration Committee is responsible for determining and agreeing with the Board the remuneration policy for the Executive Directors and Officers and for approving their remuneration packages and contract terms. The Committee's remit also includes approving the design of performance related pay schemes and share incentive plans, and the remuneration packages of the directors of the subsidiary companies.
Through monitoring the marketplace the Committee seeks to offer remuneration packages which not only reflect current market conditions but are also commensurate with attracting, retaining and motivating executives of quality to ensure the continued growth and success of the Group.
The Executive Directors determine the remuneration of the Non-Executive Directors.
The remuneration of the Directors who served during the period ended 31 December 2011 is shown below:
| Salary
£'000 | Benefits-in-kind £'000 | Termination payment £'000 | Sub-total
£'000 | Pension
£'000 | Total
£'000 |
|
| |||||
Robert Baldock* | 9 | - | - | 9 | - | 9 |
(resigned 10/12/10) |
| |||||
David Noble* | 6 | - | - | 6 | - | 6 |
(resigned 10/12/10) |
| |||||
Jeremy Barbera | 252 | 8 | - | 260 | - | 260 |
(appointed 16/12/10 - resigned 15/03/12) |
| |||||
Shirley Stapleton | 178 | - | - | 178 | - | 178 |
(appointed 16/12/10) |
| |||||
David Stoller | 252 | - | - | 252 | - | 252 |
(appointed 16/12/10) |
| |||||
Phil Smith | 120 | - | 30 | 150 | 4 | 154 |
(resigned 19/05/11) |
| |||||
Jon Smith | 107 | 1 | 250 | 358 | 6 | 364 |
(resigned 19/05/11) |
| |||||
Marcus Yeoman* | 17 | - | - | 17 | - | 17 |
(appointed 24/05/11) |
| |||||
Richard Ingham* | 8 | - | - | 8 | - | 8 |
(appointed 22/08/11) |
| |||||
| 949 | 9 | 280 | 1,238 | 10 | 1,248 |
|
|
* Denotes Non-Executive Director
The remuneration of the Directors who served during the year ended 30 November 2010 is shown below:
Salary
£'000 | Benefits-in-kind £'000 | Sub-total £'000 | Pension £'000 | Total £'000 | |
Robert Baldock* | 30 | - | 30 | - | 30 |
Julianne Coutts | 62 | 3 | 65 | - | 65 |
William Fitzpatrick |
80 |
4 |
84 |
7 |
91 |
David Noble* | 23 | - | 23 | - | 23 |
Jon Smith | 250 | 5 | 255 | 13 | 268 |
Phil Smith | 221 | 3 | 224 | 9 | 233 |
666 | 15 | 681 | 29 | 710 | |
The above remuneration was paid for the whole year except for William Fitzpatrick who resigned on 18 June 2010 and Julianne Coutts who resigned on 25 June 2010.
* Denotes Non-Executive Director
Details of share options held by Directors are given in note 20.
DIRECTORS' SERVICE CONTRACTS
For all directors at the period end, the terms of their service agreements include, inter alia, that the agreements can be terminated by written notice given by either party at any time.
Further details concerning Directors' emoluments are disclosed in note 6 to the Consolidated Financial information.
On behalf of the Remuneration Committee
Richard Ingham
Non-Executive Director
23 May 2012
reach4entertainment enterprises plc
DIRECTORS' REPORT
DIRECTORS
The following Directors held office during the period:
David Stoller | (appointed 16 December 2010) |
Shirley Stapleton | (appointed 16 December 2010) |
Jeremy Barbera | (appointed 16 December 2010 and resigned 15 March 2012) |
Jon Smith | (resigned 19 May 2011) |
Phil Smith | (resigned 19 May 2011) |
Marcus Yeoman | (appointed 24 May 2011) |
Richard Ingham | (appointed 22 August 2011) |
SUBSTANTIAL SHAREHOLDINGS
Interests, of 3% or greater, in the share capital of the Company as at 10 May 2012 were as follows:
Number of shares in which beneficially interested
| Percentage of issued share capital | |
Stoller Family Partners LLP* | 18,550,000 | 28.12 |
SF T1ps Smaller Companies Growth Fund Roy Nominees Limited | 6,173,100 6,000,000 | 9.36 9.10 |
J M Finn Nominees Limited | 5,921,452 | 8.98 |
Barclayshare Nominees Limited | 2,981,305 | 4.52 |
Anthony Pye-Jeary | 2,135,111 | 3.24 |
* Controlled by David Stoller.
CORPORATE GOVERNANCE
The Company is supportive of the principles embodied in the 2010 UK Corporate Governance Code published by the Financial Reporting Council.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR
The Directors who were in office on the date of approval of this financial information have confirmed that, as far as they are aware, there is no relevant audit information of which the auditor is unaware. Each of the directors have confirmed that they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.
POLICY ON PAYMENT OF CREDITORS
The Company does not follow any formal code or standard on payment practice. The Company agrees payment terms with individual suppliers, which vary according to the commercial relationship and the terms of the agreement reached. It is the policy of the Company that whenever possible payments to suppliers are made in accordance with the terms agreed.
Trade creditor days based on creditors at 31 December 2011 were 46 days (30 November 2010:41 days).
POLITICAL AND CHARITABLE CONTRIBUTIONS
During the period Group companies made no contributions to United Kingdom charitable organisations or political organisations (year ended 30 November 2010: £Nil).
DIRECTORS' INDEMNITY
Qualifying third party indemnity provisions (as defined in Section 234 (2) of the Companies Act 2006) are in force for the benefit of the directors.
AUDITOR
Baker Tilly UK Audit LLP has indicated its willingness to continue in office.
By order of the board
Shirley Stapleton
Company Secretary
23 May 2012
reach4entertainment enterprises plc
NOTES for the period ended 31 December 2011(unaudited)
1 BUSINESS AND GEOGRAPHICAL SEGMENTS
Business segments
For management purposes, the Group is currently organised into three operating segments - New York operations, London operations and Head Office. These divisions are the basis on which the Group reports its segment information.
Principal continuing activities are as follows:
New York (NY) - marketing, design, advertising, promotions, digital media services, publishing and merchandising.
London - marketing, design, advertising, promotions, digital media services, publishing and merchandising, signage and fascia displays.
Head Office - finance and administration services for the Group.
Segment information for continuing operations of the Group for the period ended 31 December 2011 is presented below: |
NY operations
£'000 | London operations
£'000 | Head Office
£'000 | Group
£'000 |
| |||||||||
Revenue |
| ||||||||||||
Sale of goods | 2,382 | 1,939 | - | 4,321 |
| ||||||||
Provision of services | 43,071 | 30,806 | - | 73,877 |
| ||||||||
| |||||||||||||
Revenue | 45,453 | 32,745 | - | 78,198 |
| ||||||||
| |||||||||||||
| |||||||||||||
Result |
| ||||||||||||
Adjusted EBITDA* | 512 | 316 | (1,159) | (331) |
| ||||||||
Exceptional administrative expenses | - | - | (600) | (600) |
| ||||||||
Depreciation | (199) | (194) | (69) | (462) |
| ||||||||
Amortisation and impairment | (613) | (143) | - | (756) |
| ||||||||
| |||||||||||||
Operating loss | (300) | (21) | (1,828) | (2,149) |
| ||||||||
| |||||||||||||
| |||||||||||||
Finance income | 2 | - | 144 | 146 |
| ||||||||
Finance costs | - | (1) | (948) | (949) |
| ||||||||
| |||||||||||||
Loss before tax and discontinued operations
| (298) | (22) | (2,632) |
| (2,952) |
| |||||||
| |||||||||||||
| |||||||||||||
* Adjusted EBITDA is before exceptional administrative expenses
NY operations £'000 | London operations £'000 | Head Office operations £'000 | Discontinued operations £'000 | Group
£'000 | |||
Capital additions: | |||||||
Property, plant and equipment | 131 | 103 | - | - | 234 | ||
Balance sheet: | |||||||
Assets | |||||||
Segment assets | 12,241 | 17,594 | 231 | - | 30,066 | ||
Liabilities | |||||||
Segment liabilities | (5,828) | (7,385) | (17,840) | - | (31,053) | ||
Segment information for continuing operations of the Group for the year ended 30 November 2010 is presented below: |
NY operations
£'000 | London operations
£'000 | Head Office
£'000 | Group
£'000 | ||||
Revenue | |||||||
Sale of goods | 3,800 | 2,540 | - | 6,340 | |||
Provision of services | 37,181 | 27,882 | - | 65,063 | |||
Revenue | 40,981 | 30,422 | - | 71,403 | |||
Result | |||||||
Adjusted EBITDA* | 758 | 842 | (650) | 950 | |||
Exceptional administrative expenses | - | - | (256) | (256) | |||
Depreciation | (200) | (249) | (68) | (517) | |||
Amortisation and impairment | (701) | (152) | - | (853) | |||
Operating profit /(loss) | (143) | 441 | (974) | (676) | |||
Finance income | 1 | - | 568 | 569 | |||
Finance costs | - | (253) | (1,744) | (1,997) | |||
Loss before tax and discontinued operations
| (142) | 188 | (2,150) |
| (2,104) | ||
|
*Adjusted EBITDA is before exceptional administrative expenses.
| ||||||||||||||
NY operations £'000 | London operations £'000 | Head Office operations £'000 | Discontinued operations £'000 | Group £'000 | ||||||||||
Capital additions: | ||||||||||||||
Property, plant and equipment | 91 | 44 | 66 | - | 201 | |||||||||
Equipment | ||||||||||||||
Balance sheet: | ||||||||||||||
Segment assets | 14,577 | 15,681 | 4,557 | 1,080 | 35,895 | |||||||||
Segment liabilities | (5,693) | (9,029) | (24,546) | (1,002) | (40,270) | |||||||||
2 | EXCEPTIONAL ADMINISTRATIVE EXPENSES |
13 month period ended 31 December 2011 (unaudited) £'000 |
Year ended 30 November 2010 £'000 | ||
Restructuring costs | 291 | 256 | |||
Employee contract termination related costs | 309 | - | |||
600 | 256 | ||||
3 | FINANCE INCOME |
13 month period ended 31 December 2011 (unaudited) £'000 |
Year ended 30 November 2010 £'000 | ||
Bank interest received | 2 | 69 | |||
Credit on early settlement of loan notes (note 15) | - | 500 | |||
Foreign exchange gain on borrowings | 121 | - | |||
Foreign exchange gain on deferred consideration (note 16) | 23 | - | |||
146 | 569 | ||||
| |||||
4 | FINANCE COSTS | 13 month period ended 31 December 2011 (unaudited) £'000 | Year ended 30 November 2010 £'000 | |
Bank interest | 27 | 27 | ||
Interest on bank loans | 740 | 818 | ||
Other interest | - | 30 | ||
Amortisation of arrangement fees of bank loan | 160 | 95 | ||
Unwinding of discounting on deferred consideration (note 16) | 295 | 481 | ||
Adjustment to interest on deferred consideration (note 16) | (295) | - | ||
Interest on late settlement of deferred consideration (note 16) | 22 | - | ||
Foreign exchange loss on borrowings | - | 180 | ||
Foreign exchange loss on deferred consideration (note 16) | - | 366 | ||
949 | 1,997 | |||
5 EXPENSES BY NATURE AND AUDITOR'S REMUNERATION
13 month period ended 31 December 2011 (unaudited)
| Continuing operations £'000 | Discontinued operations £'000 | Total £'000 | ||
Media, marketing and promotional services | 59,804 | 999 | 60,110 | ||
Staff costs (note 6) | 12,466 | 252 | 13,411 | ||
Depreciation, amortisation and impairment | 1,218 | 6 | 1,224 | ||
Exceptional administrative expenses (note 2) | 600 | - | 600 | ||
General office expenses | 3,266 | 64 | 3,330 | ||
Operating lease payments | 1,479 | 11 | 1,490 | ||
Foreign exchange loss | 23 | 7 | 30 | ||
Professional costs | 974 | 123 | 1,097 | ||
Travelling | 517 | 19 | 536 | ||
Total cost of sales and administrative expenses | 80,347 | 1,481 | 81,828 | ||
Year ended 30 November 2010
| Continuing operations £'000 | Discontinued operations £'000 | Total £'000 | ||
Media, marketing and promotional services | 53,695 | 1,922 | 55,617 | ||
Staff costs (note 6) | 11,057 | 2,542 | 13,599 | ||
Depreciation, amortisation and impairment | 1,358 | 3,122 | 4,480 | ||
Exceptional administrative expenses (note 2) | 256 | - | 256 | ||
General office expenses | 3,115 | 1,760 | 4,875 | ||
Operating lease payments | 1,072 | 240 | 1,312 | ||
Foreign exchange loss | 56 | 67 | 123 | ||
Professional costs | 864 | 189 | 1,053 | ||
Travelling | 606 | 283 | 889 | ||
Total cost of sales and administrative expenses | 72,079 | 10,125 | 82,204 | ||
During the year the Group obtained the following services from the Company's auditors and its associates:
13 month period ended 31 December 2011 (unaudited) £'000 | Year ended 30 November 2010
£'000 | |||
Audit fees | ||||
- statutory audit of the Group accounts and parent company | 49 | 50 | ||
- statutory audit of the Company's subsidiaries pursuant to legislation | 55 | 115 | ||
Tax compliance services | 22 | 17 | ||
Interim review | 20 | 25 | ||
146 | 207 | |||
6 | EMPLOYEES AND DIRECTORS |
The average monthly number of employees (including executive directors and discontinued operations) was:
|
13 month period ended 31 December 2011 (unaudited) Number |
Year ended 30 November 2010 Number | |||
Services and promotion | 200 | 187 | |||
Professional and administrative | 36 | 66 | |||
236 | 253 | ||||
| |||||
Staff costs for above persons, included in administrative expenses and discontinued operations: | |||||
£'000 | £'000 | ||||
Wages and salaries | 11,250 | 11,327 | |||
Social security costs and other benefits | 1,028 | 1,109 | |||
Other pension costs (defined contribution) | 466 | 432 | |||
Share based payments | (26) | 33 | |||
12,718 | 12,901 | ||||
Staff costs for above persons, included in cost of sales: | |||||
Wages and salaries | 605 | 658 | |||
Social security costs | 64 | 40 | |||
Other pension costs (defined contribution) | 24 | - | |||
693 | 698 | ||||
DIRECTORS' REMUNERATION
The remuneration of Directors is set out below.
Recognised in the income statement |
13 month period ended 31 December 2011 (unaudited) £'000 |
Year ended 30 November 2010
£'000 | ||
Emoluments | 958 | 681 | ||
Termination payment (see note 2) | 280 | - | ||
Social security costs and other benefits | 36 | 81 | ||
Pension contributions | 10 | 29 | ||
Total remuneration | 1,284 | 791 | ||
Highest paid director: | ||||
Emoluments | 108 | 255 | ||
Termination payment (see note 2) | 250 | - | ||
Pension contributions | 6 | 13 | ||
364 | 268 | |||
The number of directors for whom benefits were accruing under defined contribution pension schemes was 2 (2010: 3). The number of directors who exercised share options in the period was Nil (2010: Nil).
The key management within the Group are the directors as noted above and in the directors' report.
Number of key management personnel | Number | Number | ||
Executive Directors | 3 | 3 | ||
Non-Executive Directors | 2 | - | ||
5 | 3 | |||
See the Directors Remuneration Report for full details of Directors remuneration. The Directors Remuneration Report of this financial report forms part of this financial information.
7 | TAXATION |
13 month period ended 31 December 2011 (unaudited) £'000 | Year ended 30 November 2010
£'000 | |||
Current tax: | ||||
UK corporation tax on losses of the period / year | - | - | ||
Overseas tax on losses of the period / year | 24 | - | ||
Adjustment in respect of previous periods | 28 | 4 | ||
Adjustment in respect of previous periods for overseas tax | 54 | - | ||
Total current tax | 106 | 4 | ||
Deferred tax: | ||||
Deferred tax credit for the period / year (note 18) | (257) | (226) | ||
Total deferred tax | (257) | (226) | ||
Tax credit on loss of ordinary activities | (151) | (222) | ||
Factors affecting the tax credit for the period / year: | 13 month period ended 31 December 2011 (unaudited) £'000 |
Year ended 30 November 2010 £'000 | ||
The tax assessed for the year differs from the standard average rate of corporation tax in the UK 26.5% (2010: 28%). The differences are explained below: | ||||
Loss on ordinary activities before tax | (2,952) | (2,104) | ||
Loss on ordinary activities multiplied by standard average rate of corporation tax in the UK 26.5% (2010: 28%) |
(783) |
(589) | ||
Effects of: | ||||
Expenses not deductible for tax purposes | 21 | 171 | ||
Depreciation on non-qualifying assets | 21 | 12 | ||
Unwinding of discount on deferred consideration | 6 | 135 | ||
Difference in tax rates on overseas earnings | - | 17 | ||
Adjustment in respect of previous periods | 82 | 4 | ||
Losses not utilised | 605 | 139 | ||
Change in corporation tax rates | (71) | - | ||
Other movements | (17) | (111) | ||
Total tax credit for the period / year | (151) | (222) | ||
A deferred tax asset of approximately £638k (2010: £139k) has not been recognised due to uncertainty over future profitability. At 31 December 2011, the Group had losses carried forward of £2.41 million (2010:£0.97 million), available for offset against future profits.
Taxation is calculated at the rates prevailing in the respective jurisdictions. The standard tax rates in each jurisdiction are 40% in the United States and 26% in the United Kingdom.
8 | LOSS PER SHARE |
The calculations of loss per share are based on the following losses and number of shares:
Losses attributable to equity holders of the company |
13 month period ended 31 December 2011 (unaudited) £'000 |
Year ended 30 November 2010 £'000 | ||
For basic and diluted loss per share Loss from discontinued operations |
(123) |
(5,930) | ||
Loss from continuing operations | (2,801) | (1,882) | ||
Loss for financial period / year | (2,924) | (7,812) | ||
Number of shares | Number | Number
| ||
Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share | 58,747,637 | 29,948,108 | ||
The effect of share options at 30 November 2010 were anti-dilutive on the loss per share. There were no share options in issue at 31 December 2011.
Loss per share (pence) | |||
Basic and diluted loss per share | |||
From continuing operations | (4.77) | (6.28) | |
From discontinued operations | (0.21) | (19.80) | |
Total operations | (4.98) | (26.09) | |
9 | GOODWILL AND INTANGIBLE ASSETS |
Brands £'000 | Customer relationships £'000 | Purchased goodwill £'000 |
Total £'000 | ||
Cost | |||||
1 December 2009 | 4,068 | 4,162 | 18,712 | 26,942 | |
Adjustment to consideration (note 16) | - | - | (1,342) | (1,342) | |
Foreign exchange differences | 97 | 111 | 352 | 560 | |
1 December 2010 | 4,165 | 4,273 | 17,722 | 26,160 | |
Adjustment to consideration (note 16) | - | - | (958) | (958) | |
Foreign exchange differences | 23 | 26 | 64 | 113 | |
Disposals | - | (28) | (3,231) | (3,259) | |
31 December 2011 | 4,188 | 4,271 | 13,597 | 22,056 | |
Amortisation | |||||
1 December 2009 | 215 | 1,466 | 91 | 1,772 | |
Charged in the year | 208 | 645 | - | 853 | |
Impairment charge | - | - | 3,040 | 3,040 | |
Foreign exchange differences | 12 | 30 | - | 42 | |
1 December 2010 | 435 | 2,141 | 3,131 | 5,707 | |
Charged in the period | 196 | 560 | - | 756 | |
Foreign exchange differences Disposals | 14 - | 29 (28) | - (3,131) | 43 (3,159) | |
31 December 2011 | 645 | 2,702 | - | 3,347 | |
Net book value | |||||
31 December 2011 | 3,543 | 1,569 | 13,597 | 18,709 | |
30 November 2010 | 3,730 | 2,132 | 14,591 | 20,453 | |
1 December 2009 | 3,853 | 2,696 | 18,621 | 25,170 | |
Goodwill relates to the anticipated profitability and future operating synergies arising on the acquisition of subsidiaries. Adjustments to consideration of £958k (2010: £1,342k) relate to a reduction in the estimation of deferred consideration payable on acquisitions (note 16).
All amortisation and impairment charges have been recognised as administrative expenses in the income statement except for those relating to discontinued operations, which are included in loss for the year from discontinued operations.
Impairment tests for goodwill
Goodwill is allocated to the Group's cash generating units (CGU's) identified according to operating segments. An operating segment level summary of the goodwill allocation is presented below:
Reporting segment |
2011 £'000 |
2010 £'000 | |||
Dewynters Group (Dewynters, Newmans, DAI) | London operations | 8,927 | 8,929 | ||
Spot and Company of Manhattan, Inc. | New York operations | 4,670 | 5,562 | ||
The Finishing Touch (Corporate Events) Limited | Discontinued | - | 100 | ||
Total Goodwill | 13,597 | 14,591 | |||
The Finishing Touch (Corporate Events) Limited was disposed of during the period; it was valued at fair value less costs to sell in the previous year which resulted in an impairment charge totalling £3,040k being recognised in 2010. This was due to the continuing impact of the downturn in the global economy which resulted in the loss of a number of key contracts.
The recoverable amount of all other CGU's has been determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a three year period. Cash flows beyond the one-year period are extrapolated using the growth rates stated below. The growth rates used are considered by management to be in line with general trends in which each CGU operates. A straight line growth rate has been used for the periods beyond 3 years and is deemed by management to be a reasonable expectation for the media CGU.
The key assumptions used for the value-in-use calculations in 2011 are as follows:
| ||||||||||||||||||||||
Dewynters Group |
Spot and Company | |||||||||||||||||||||
Revenue growth - 3 years | 2.7 - 7.5% | 2.1 - 5.0% | ||||||||||||||||||||
Revenue growth - remainder | 2.0% | 1.0% | ||||||||||||||||||||
Cost growth - employee/overheads | 2.0 - 8.0% | 0 - 1.0% | ||||||||||||||||||||
Discount rate | 12.0% | 12.0% |
The key assumptions used for the value-in-use calculations in 2010 are as follows:
London New York | Discontinued | |||
Dewynters Group |
Spot and Company |
The Finishing Touch (2010 only) | ||
Revenue growth - 3 years | 3.5 - 7.5% | 10.0% | 7.5% | |
Revenue growth - remainder | 1.0% | 1.0% | 2.25% | |
Cost growth - employee/overheads | 2.5 - 5.0% | 2.5 - 5.0% | 2.5% | |
Discount rate | 12.0% | 12.0% | 12.0% |
Management have determined budgeted gross margin, revenue growth and costs based on past performance and expectations of the market development for each CGU. The discount rates are pre-tax and reflect management's assessment of the risks relating to each CGU.
In Spot and Company (New York segment) and Dewynters (London segment), management concluded that there is sufficient headroom on the calculated value in use exceeding the carrying value of goodwill, although there is recognition that falls in revenue growth by 4% below the forecasts over the next three years or over 1.5% below forecasts beyond that, will have the potential to incur an impairment. Overhead increases by 2% above forecasts in the next three years and 5% above forecasts thereafter or a fall in Gross Margin of between 2-3% below forecasts will have a similar effect.
Brands and customer relationships are all derived from acquisitions; there are no internally generated intangible assets.
The brand allocated to the Dewynters Limited CGU totalling £2,263k (2010: £2,263k) is determined to have an indefinite life. It is subject to an annual impairment review using the same assumptions as for goodwill.
The brand allocated to Spot and Company of Manhattan Inc CGU totalling £1,280k (2010: £1,467k) is being amortised over 15 years.
The useful economic life for customer relationships within the subsidiaries Dewynters Limited and Spot and Company of Manhattan Inc, with carrying values of £938k (2010: £1,079k) and £631k (2010: £1,053k) respectively is 20 years and 5 years and are amortised accordingly.
Where there are any indications of impairment within these businesses the Group carries out impairment reviews on brands and customer relationships using the same assumptions as for goodwill.
10 | PROPERTY, PLANT AND EQUIPMENT | ||||||
| Land and buildings
£'000 | Short Leasehold improve-ments £'000 | Plant and machinery
£'000 | Fixtures and fittings £'000 | Motor vehicles
£'000 | Total
£'000 | |
Cost | |||||||
1 December 2009 | 739 | 824 | 768 | 1,188 | 40 | 3,559 | |
Additions | 16 | 14 | 116 | 20 | 35 | 201 | |
Transfer to disposal group | - | - | - | - | (59) | (59) | |
Foreign exchange differences | - | 42 | 19 | 22 | - | 83 | |
Disposals | - | - | (315) | (59) | - | (374) | |
1 December 2010 | 755 | 880 | 588 | 1,171 | 16 | 3,410 | |
Additions | - | 48 | 122 | 64 | - | 234 | |
Foreign exchange differences | - | 12 | 8 | 1 | - | 21 | |
Disposal | (755) | (138) | (203) | (144) | (16) | (1,256) | |
31 December 2011 | - | 802 | 515 | 1,092 | - | 2,409 | |
Depreciation | |||||||
1 December 2009 | 186 | 330 | 423 | 796 | 2 | 1,737 | |
Charge for the year | 16 | 112 | 143 | 235 | 11 | 517 | |
Transfer to disposal group | - | - | - | - | (13) | (13) | |
Foreign exchange differences | - | 22 | 9 | 20 | - | 51 | |
Disposals | - | - | (315) | (59) | - | (374) | |
1 December 2010 | 202 | 464 | 260 | 992 | - | 1,918 | |
Charge for the period | 10 | 146 | 130 | 176 | - | 462 | |
Foreign exchange differences | - | 11 | 6 | 2 | - | 19 | |
Disposals | (212) | (53) | (187) | (164) | - | (616) | |
31 December 2011 | - | 568 | 209 | 1006 | - | 1,783 | |
Net book value | |||||||
31 December 2011 | - | 234 | 306 | 86 | - | 626 | |
30 November 2010 | 553 | 416 | 328 | 179 | 16 | 1,492 | |
1 December 2009 | 553 | 494 | 345 | 392 | 38 | 1,822 | |
All depreciation charges, included in the note above, have been recognised in administrative expenses in the income statement.
Included in land and buildings is land which has an estimated historical cost of £Nil (2010: £110k), which is not depreciated.
Under the terms of the Group's borrowing arrangements, the loans disclosed in note 15 are secured on the assets of the Group including all property, plant and equipment.
11 | AVAILABLE-FOR-SALE INVESTMENTS | |||
Other investments
£'000 | ||||
At fair value | ||||
1 December 2009 | 118 | |||
1 December 2010 | 118 | |||
Disposal | (118) | |||
31 December 2011 | - | |||
Impairment charge | ||||
1 December 2009 | (60) | |||
Charge in the year | - | |||
1 December 2010 | (60) | |||
Disposal | 60 | |||
31 December 2011 | - | |||
Net book value | ||||
31 December 2011 | - | |||
30 November 2010 | 58 | |||
1 December 2009 | 58 | |||
12 | INVENTORIES | |||
| 31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||
Finished goods | 435 | 433 | ||
The cost of inventories recognised as an expense and included in cost of sales amounted to £871k (2010: £936k).
13 | TRADE AND OTHER RECEIVABLES |
| ||||
31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | |||||
Current: | ||||||
Trade receivables | 7,207 | 7,073 | ||||
Impairment losses | (75) | (66) | ||||
Net trade receivables | 7,132 | 7,007 | ||||
Other receivables | 60 | 175 | ||||
Deferred sales proceeds | 38 | 375 | ||||
Prepayments | 533 | 367 | ||||
Accrued income | 243 | 1,171 | ||||
8,007 | 9,095 | |||||
Trade receivables are generally non-interest bearing. The average credit period taken on sales is 34 days (2010: 35 days). Trade receivables are provided for based on estimated irrecoverable amounts, determined by reference to past default experience.
Included in the Group's trade receivable balance are debtors with a carrying amount of £2,326k (2010: £1,797k ) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.
Ageing of past due but not impaired receivables: | |||||
31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||||
Less than 60 days | 1,620 | 1,319 | |||
Between 60-90 days | 523 | 293 | |||
More than 90 days | 183 | 185 | |||
2,326 | 1,797 | ||||
| |||||
Movement in the allowance account for credit losses: | |||||
13 month period ended 31 December 2011 (unaudited) £'000 |
Year ended 30 November 2010 £'000 | ||||
Opening balance | 66 | 74 | |||
Amounts provided for as impaired through the income statement | 30 | 113 | |||
Prior impairment written off in the period / year | (22) | (121) | |||
Receipt of payment on amounts previously impaired | 1 | - | |||
75 | 66 | ||||
In determining the recoverability of a trade receivable the Group considers any change to the credit quality of the trade receivable from the date credit was initially granted up to the reporting date.
| |
Trade and other receivables are held in Sterling, US dollars as at 31 December 2011 and Sterling, US dollars, Euros as at 30 November 2010.
The directors consider that the carrying amount of trade and other receivables approximates to their fair value. |
14 | TRADE AND OTHER PAYABLES |
31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||||
Current: | |||||
Trade payables | 7,566 | 5,988 | |||
Other taxation and social security | 655 | 773 | |||
Other payables | 82 | 279 | |||
Accruals and deferred income | 3,440 | 5,748 | |||
11,743 | 12,788 | ||||
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 46 days (2010:41 days). For most suppliers no interest is charged but for overdue balances interest is charged at various interest rates.
Trade and other payables are held in Sterling, US dollars as at 31 December 2011 and Sterling, US dollars, Euros as at 30 November 2010.
The directors consider that the carrying amount of trade and other payables approximates to their fair value.
The Group has financial risk management policies in place to ensure that all payables are paid within the correct time frame and no interest has been charged by any suppliers as a result of late payment of invoices during the period. |
15 | BORROWINGS |
|
| 31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||
Current: | |||||
Bank overdrafts | - | 1,960 | |||
Bank loan - senior variable rate loan | - | 6,200 | |||
Mezzanine loan | - | 4,016 | |||
Bank loan - senior term loan B | - | 5,779 | |||
- | 17,955 | ||||
Non-current: | |||||
Bank loans | 14,800 | - | |||
Analysis of due dates for borrowings: | |||||
On demand or within one year | |||||
Bank overdrafts | - | 1,960 | |||
Bank loan - senior variable rate loan | - | 6,200 | |||
Mezzanine loan | - | 4,016 | |||
Bank loan - senior term loan B | - | 5,779 | |||
- | 17,955 | ||||
In the third to fifth years inclusive | |||||
Bank loan - revolving facility | 14,800 | -
| |||
14,800 | - | ||||
Amounts due for settlement | 14,800 | 17,955 | |||
Less amounts due within one year | - | (17,955) | |||
Amounts due for settlement after one year | 14,800 | - | |||
Analysis of borrowings by currency | ||||||
Sterling £'000 | USD £'000 | Total £'000 | ||||
31 December 2011 | ||||||
Bank loans | 14,800 | - | 14,800 | |||
14,800 | - | 14,800 | ||||
Sterling £'000 | USD £'000 | Total £'000 | ||||
30 November 2010 | ||||||
Bank overdrafts | 1,960 | - | 1,960 | |||
Bank loans | 12,466 | 3,529 | 15,995 | |||
14,426 | 3,529 | 17,955 | ||||
The bank loans and overdraft in 2010 were repaid in full in April 2011. An agreement was reached in April 2011 to enter into a new £14.8 million revolving credit facility with the lender AIB Group (UK) plc which was approved by the shareholders at the EGM on 17th May 2011. Interest will be charged at LIBOR + 3.5% per annum in the first and second years, LIBOR + 4% for the third year and LIBOR + 5% for the final year. The bank loan is secured against the assets of the Group. The facility matures in May 2015. £14.8 million is the maximum facility available to the Group. Under the terms of the facility the Group is subject to covenants that will be defined at a later date as per the agreement.
These covenants will be tested on a regular basis.
| ||||||
LOAN NOTES
31 December 2011(unaudited) £'000 | 30 November 2010 £'000 | ||||
At start of year | - | - | |||
Issue of loan notes | - | 1,971 | |||
Interest payable on loan notes | - | 29 | |||
Repayment of loan notes | - | (1,500) | |||
Credit on early settlement of loan notes (note 3) | - | (500) | |||
- | - | ||||
The loan notes were unsecured and related to loan notes payable to the principals of Dewynters Limited and The Finishing Touch (Corporate Events) Limited. Interest was charged at 5% above LIBOR. The notes were issued to settle outstanding deferred consideration (note 16). The notes were subsequently redeemed at a discount of £500k.
16 | PROVISIONS
|
The provisions for liabilities relate to deferred contingent consideration. Deferred contingent consideration represents the estimated amounts payable. These amounts can be paid either by cash, loan notes or shares, according to each individual transaction.
As at 31 December 2011 amounts provided with regard to deferred contingent consideration related solely to Spot and Company of Manhattan Inc.
Deferred contingent consideration is payable as follows:
31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||||
Within one year | 2,694 | 2,759 | |||
Between one and two years | - | 3,516 | |||
Between two and five years | - | 98 | |||
2,694 | 6,373 | ||||
31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||||||
At start of year | 6,373 | 8,937 | |||||
Adjustments to existing deferred considerations | (978) | (1,342) | |||||
Unwinding of discounting on deferred consideration (note 4) | 295 | 481 | |||||
Adjustment to interest on deferred consideration (note 4) | (295) | - | |||||
Payments of deferred consideration - cash | (2,700) | (91) | |||||
Settlement of deferred consideration - equity | - | (7) | |||||
Settlement of deferred consideration - loan notes (note 15) | - | (1,971) | |||||
Foreign exchange differences (note 3) | (23) | 366 | |||||
Interest on late settlement (note 4) | 22 | -
| |||||
2,694 | 6,373 | ||||||
The correction of the unwinding of the discounting for deferred consideration results from the adjustments to deferred consideration and was adjusted in the period. The Board believe the amounts involved, having regard to the amounts of deferred consideration due, and finance costs payable, are not material to warrant treatment as a prior period adjustment.
Details on the valuation of contingent deferred consideration are given in the accounting estimates and judgements section of the accounting policies. The forecasts assumptions used are the same as those used to test goodwill for impairment and are disclosed in note 9.
17 DISPOSAL GROUP CLASSIFIED AS HELD-FOR-SALE AND DISCONTINUED OPERATIONS
Optimal Wealth Limited and the trade and assets of First Artist Management Limited were sold in February 2010 and First Artist Scandinavia A/S was sold in July 2010.
As at 30 November 2010 the assets and liabilities relating to First Artist Sport Limited and Promosport SrL were presented as held for sale as the Group's management continued to actively market them for sale.
The Finishing Touch (Corporate Events) Limited and First Artist Sport Limited were sold in February 2011 and May 2011 respectively and have been presented as discontinued in this financial information.
First Rights Limited and First Artist Management Limited were wound up in November 2011 and have been presented as discontinued operations in this financial information.
Promosport SrL went into liquidation in March 2011. At the period end management do not believe reach4entertainment enterprises plc to have control over this investment. Consequently the Company has been treated as being disposed of during the period and is presented in discontinued operations in theis financial information.
The discontinued operations as presented in this financial information as at 30 November 2010 did not include The Finishing Touch (Corporate Events) Limited or First Rights Limited. The comparative information in this financial information has been restated to present The Finishing Touch (Corporate Events) Limited and First Rights Limited as discontinued operations.
The Sport division consisted of First Artist Sport Limited, Promosport Srl and First Artist Scandinavia A/S.
Cash flows of disposal groups held-for-sale 13 month period 31 December 2011 (unaudited) |
Sports division
£'000 |
The Finishing Touch Ltd £'000 |
First Rights Ltd £'000 |
Total
£'000 | |
Operating cash flows | (164) | (141) | - | (305) | |
Investing cash flows | 118 | 35 | - | 153 | |
(46) | (106) | - | (152) | ||
Year ended 30 November 2010
|
Sports division
£'000 |
Optimal Wealth Limited £'000 |
First Artist Management Ltd £'000 |
Total
£'000 | |
Operating cash flows | (160) | (110) | (97) | (367) | |
Investing cash flows | (10) | - | - | (10) | |
(170) | (110) | (97) | (377) | ||
Profit / (loss) on disposal of subsidiaries:
13 month period ended 31 December 2011 (unaudited)
|
First Artist Sport Ltd £'000 |
Promosport SrL
£'000 |
The Finishing Touch Ltd £'000 |
Total
£'000 | |
Cash consideration on disposal | - | - | 100 | 100 | |
Less costs of disposal | (26) | (40) | - | (66) | |
Less net (assets) / liabilities on disposal | (23) | 258 | 139 | 374 | |
Intercompany balance write offs on disposal | (202) | - | 46 | (156) | |
Goodwill | - | - | (100) | (100) | |
(Loss)/profit on disposal | (251) | 218 | 185 | 152 | |
Year ended 30 November 2010
| Optimal Wealth Limited
£'000 | First Artist Scandinavia
£'000 | First Artist Management Limited £'000 | Total
£'000 | |
Consideration payable on disposal | 1,428 | 638 | 175 | 2,241 | |
Less costs of disposal | (153) | (39) | (39) | (231) | |
Less net (assets) / liabilities on disposal | (122) | 414 | - | 292 | |
Intercompany balance write offs on disposal | - | (399) | - | (399) | |
Goodwill | (1,066) | (884) | (129) | (2,079) | |
Consideration not received | (100) | (125) | - | (225) | |
(Loss)/profit on disposal | (13) | (395) | 7 | (401) | |
Assets of disposal group classified as held-for-sale
Year ended 30 November 2010
| Sports division £'000 | ||||
Property, plant and equipment | 52 | ||||
Other current assets | 1,028 | ||||
1,080 | |||||
Liabilities of disposal group classified as held-for-sale
Year ended 30 November 2010 | Sports division £'000 | ||||
Trade and other payables | 1,002 | ||||
1,002 | |||||
There were no divisions of the group classified as held for sale at 31 December 2011.
Analysis of the result of discontinued operations, and the result on the re-measurement of assets of disposal group, is as follows:
Period ended 31 December 2011 (unaudited)
|
Sports division
£'000 |
First Artist Management Limited
£'000 |
The Finishing Touch Ltd £'000 |
First Rights Ltd
£'000 |
Total
£'000 | |
Revenue | 376 | - | 1,142 | - | 1,518 | |
Expenses | (466) | 4 | (1,029) | 9 | (1,482) | |
(Loss)/profit before tax of discontinued operations |
(90) |
4 |
113 |
9 |
36 | |
Taxation | - | - | - | - | - | |
(90) | 4 | 113 | 9 | 36 | ||
(Loss)/profit on disposal of subsidiary | (33) | - | 185 | - | 152 | |
Loss on disposal of related assets | (311) | - | - | - | (311) | |
(Loss)/profit for the year from discontinued operations |
(434) |
4 |
298 |
9 |
(123) | |
The loss on disposal of related assets relates to the sale of the Wembley office by reach4entertainment enterprises plc which was part of the sale agreement regarding First Artist Sport Limited.
Analysis of the result of discontinued operations, and the result on the re-measurement of assets of disposal group, is as follows:
Year ended 30 November 2010
|
Sports division £'000 |
Optimal Wealth Limited £'000 |
First Artist Management Limited £'000 |
The Finishing Touch Ltd £'000 |
First Rights Ltd £'000 |
Total £'000 | |
Revenue | 1,633 | 276 | 95 | 2,411 | 3 | 4,418 | |
Expenses | (3,849) | (312) | (62) | (2,685) | (124) | (7,032) | |
(Loss)/profit before tax of discontinued operations |
(2,216) |
(36) |
33 |
(274) |
(121) |
(2,614) | |
Tax credit | 130 | 15 | 5 | 40 | (12) | 178 | |
(2,086) | (21) | 38 | (234) | (133) | (2,436) | ||
Pre-tax loss recognised on re-measurement of assets of disposal group |
(53) |
- |
- |
- |
- |
(53) | |
Impairment of goodwill | - | - | - | (3,040) | - | (3,040) | |
(Loss)/profit after tax of discontinued operations |
(2,139) |
(21) |
38 |
(3,274) |
(133) |
(5,529) | |
(Loss)/profit on disposal of subsidiary |
(395) |
(13) |
7 |
- |
- |
(401) | |
(Loss)/profit for the year from discontinued operations |
(2,534) |
(34) |
45 |
(3,274) |
(133) |
(5,930) | |
18 | DEFERRED TAXATION
|
The movement in the year of the Group's deferred tax liability was as follows:
31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||||
At start of period / year | (2,020) | (2,178) | |||
Foreign exchange differences | 11 | (68) | |||
Transfer to income statement | 257 | 226 | |||
At period / year end | (1,752) | (2,020) | |||
The deferred taxation liability disclosed above relates primarily to intangible assets as follows:
| |||||
31 December 2011 £'000 | 30 November 2010 £'000 | ||||
Deferred tax assets: | |||||
Other temporary differences | - | 31 | |||
Accumulated depreciation in excess of capital allowances | 58 | 39 | |||
58 | 70 | ||||
Deferred tax liabilities: | |||||
Intangible assets | (1,810) | (2,090) | |||
(1,810) | (2,090) | ||||
Deferred taxation provision | (1,752) | (2,020) | |||
19 | SHARE CAPITAL | 31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | |
Allotted, issued and fully paid: | ||||
65,957,718 ordinary shares of 2.5 pence each (2010: 29,956,103 ordinary shares of 2.5 pence each) | 1,649 | 749 | ||
Allotted, issued and fully paid: | Nominal Value £'000 | Number of shares No. | ||||
Date | Detail | |||||
1 December 2009 | Balance brought forward | 748 | 29,921,771 | |||
23 February 2010 | Acquisition consideration for Dewynters | 1 | 34,332 | |||
30 November 2010 | 749 | 29,956,103 | ||||
10 December 2010 24 February 2011 30 March 2011 30 March 2011 | Shares issued Shares issued Shares issued Shares issued | 248 250 217 185 | 9,900,000 10,000,000 8,700,000 7,401,615 | |||
1,649 | 65,957,718 | |||||
On 10 December 2010 9,900,000 shares were issued at £0.11 per share resulting in a share premium of £841,500.
On 24 February 2011 10,000,000 shares were issued at £0.20 per share resulting in a share premium of £1,750,000.
On 30 March 2011 8,700,000 shares were issued at £0.23 per share resulting in a share premium of £1,783,500 and 7,401,615 shares were issued at £0.20 resulting in a share premium £1,295,283.
Share issue costs of £112,201 were incurred on the above share issue.
During 2007 and 2008 the company funded an employee benefit trust to purchase its own shares to meet the Group's expected obligations under the employee share scheme.
2011 Shares | 2011 £'000 | 2010 Shares | 2010 £'000 | ||
Cost | |||||
At the beginning and end of the period |
259,000 |
259 |
259,000 |
259 | |
20 | SHARE BASED PAYMENTS |
Equity-settled share option plan
| |||||
The Group plan provides for a grant price equal to the average quoted market price of the Group shares on the date of grant. The vesting period is generally 3 years. If options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group before the options vest.
| |||||
2011 | 2010 | ||||
Options Number | Weighted average exercise price (£) | Options Number | Weighted average exercise price (£) | ||
Outstanding at start of period/year | 689,034 | 0.89 | 917,444 | 0.70 | |
Forfeited during the period/year | (689,034) | 0.89 | (228,410) | 0.60 | |
Outstanding at end of period/year | - | - | 689,034 | 0.89 | |
Exercisable at end of period/year | - | - | 689,034 | 0.89 | |
No share based- payment expense was recognised during the period (year to 30 November 2010: £33k). |
As at 31 December 2011 the market value of own shares held in trust was £27,195 (2010: £18,778).
During the year the mid price of the Company's shares traded between 7.0 pence and 35.5 pence (2010: 7.25 pence and 18.5 pence). At 31 December 2011 the share price was 10.5 pence (2010: 7.25 pence).
There are no share options remaining at 31 December 2011. All share options which remained at 30 November 2010 were held by employees who left the Group during the period, and as a result their options have been forfeited.
The following options to subscribe for the Company's shares have been granted to directors and eligible employees and had not lapsed at 30 November 2010. All of these were forfeited in the year when the relevant directors and employees left the Group:
Granted to | Date of Option | Number of Shares | First exercisable | Expiry date | Exercise Price | |
Eligible Employees | 17/10/02 | 6,000 | 17/10/05 | 17/10/12 | 17.00 pence | |
Jon Smith | 17/10/02 | 15,000 | 17/10/05 | 17/10/12 | 17.00 pence | |
Phil Smith | 17/10/02 | 15,000 | 17/10/05 | 17/10/12 | 17.00 pence | |
Eligible Employees | 16/07/04 | 3,500 | 16/07/07 | 16/07/14 | 30.00 pence | |
Jon Smith | 16/07/04 | 15,000 | 16/07/07 | 16/07/14 | 30.00 pence | |
Phil Smith | 16/07/04 | 15,000 | 16/07/07 | 16/07/14 | 30.00 pence | |
Jon Smith | 27/04/05 | 85,000 | 27/04/08 | 26/04/15 | 31.00 pence | |
Phil Smith | 27/04/05 | 85,000 | 27/04/08 | 26/04/15 | 31.00 pence | |
Jon Smith | 08/12/05 | 37,037 | 08/12/08 | 07/12/15 | 67.50 pence | |
Phil Smith | 08/12/05 | 37,037 | 08/12/08 | 07/12/15 | 67.50 pence | |
Jon Smith | 21/04/06 | 26,174 | 21/04/09 | 20/04/16 | 71.25 pence | |
Phil Smith | 21/04/06 | 26,174 | 21/04/09 | 20/04/16 | 71.25 pence | |
Jon Smith | 21/04/06 | 23,826 | 21/04/09 | 20/04/16 | 71.25 pence | |
Phil Smith | 21/04/06 | 23,826 | 21/04/09 | 20/04/16 | 71.25 pence | |
Jon Smith | 29/05/08 | 75,000 | 29/05/10 | 29/05/17 | 98.50 pence | |
Phil Smith | 29/05/08 | 75,000 | 29/05/10 | 29/05/17 | 98.50 pence | |
Eligible Employees | 29/05/08 | 10,000 | 29/05/10 | 29/05/17 | 98.50 pence | |
Eligible Employees | 13/06/08 | 125,460 | 13/06/10 | 31/12/10 | 84.00 pence | |
21 RESERVES
Capital redemption reserve
This reserve arose from the redemption of redeemable preference shares.
Share premium
The share premium account is the additional amount over and above the nominal share capital that is received for shares issued less any share issue costs.
Share option reserve
The share option reserve includes an expense based on the fair value of share options issued since 7 November 2002 and the fair value of share options issued to Company investors as part of a placing of the Company's shares.
Interest in own shares
This reserve arose from the purchase of shares in the Company by the EBT, funded through loans from the Company.
Foreign exchange reserve
The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of operations that do not have a sterling functional currency. Exchange differences are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised in the income statement in the period in which the operation is disposed of.
Retained earnings
Retained earnings records the cumulative profits and losses recognised in the Consolidated Income Statement, net of any distributions and share-based payments made.
22 | CASH GENERATED FROM OPERATIONS |
13 month period ended 31 December |
Year ended 30 November | |
2011(unaudited) £'000 | 2010 £'000 | |||
Reconciliation of net cash flows from operating activities | ||||
Loss before taxation (continuing operations) | (2,952) | (2,104) | ||
Loss before taxation (discontinued operations) | (123) | (6,109) | ||
Adjustments: | ||||
Finance costs | 949 | 1,997 | ||
Finance income | (146) | (569) | ||
Depreciation | 462 | 517 | ||
Amortisation of intangibles | 756 | 853 | ||
Impairment of goodwill | - | 3,040 | ||
Loss on disposal (note 17) | 160 | - | ||
Share options charge | - | 33 | ||
Operating cash flows before movements in working capital | (894) | (2,342) | ||
(Increase)/decrease in inventories | (2) | 128 | ||
(Increase)/decrease in trade and other receivables | (146) | 3,603 | ||
Increase/(decrease) in trade and other payables | 252 | (917) | ||
Cash (used in)/generated from operating activities | (790) | 472 | ||
23 | COMMITMENTS UNDER OPERATING LEASES | ||
The Group had aggregate minimum lease payments under non-cancellable operating leases as follows:
31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | |||
Land and buildings | ||||
within one year | 1,022 | 1,137 | ||
within second to fifth years | 555 | 1,342 | ||
1,577 | 2,479 | |||
Plant and machinery | ||||
within one year | 322 | 178 | ||
within second to fifth years | 398 | 217 | ||
720 | 395 | |||
Total commitments | 2,297 | 2,874 | ||
Operating lease payments for land and buildings represent rent payable by the Group for certain office properties.
The operating lease costs in the period were as follows:
13 month period ended 31 December (unaudited) 2011 £'000
| Year ended 30 November 2010 £'000 | |||
Land and buildings | 1,234 | 952 | ||
Plant and machinery | 268 | 138 | ||
1,502 | 1,090 | |||
24 | FINANCIAL INSTRUMENTS |
The Group's financial instruments comprise cash, bank loans, deferred consideration and various other receivable and payable balances that arise from its operations. The main purpose of these financial instruments was to finance the Group's operations.
It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk, foreign currency risk and credit risk. The Board reviews and agrees policies for the management of these risks and these are summarised below. These policies have remained unchanged throughout the period.
Interest Rate Risk
The Group's cash balances, deposits and debt through term borrowings will be subject to fluctuations in current and future interest rates. All other significant financial assets and liabilities do not bear interest. The Group monitors the rates of interest receivable and payable on its cash and debt balances, but given the nature of these assets and liabilities, interest liabilities are not capped.
Liquidity risk
It is the Group's policy to manage its financing of its business through internally generated funds with surplus funds invested in short and medium fixed term money market deposits. Requirements are kept under regular review by the Board and Group companies have negotiated overdraft facilities with their bankers in order to minimise any exposure to short term liquidity risks.
Foreign currency risk
The subsidiary, PromoSport Srl based in Italy had a functional currency in Euros.
The subsidiaries, Dewynters Advertising Inc and Spot and Company Manhattan Inc, based in the US have a functional currency in US dollars.
The Company and its subsidiaries enter into transactions denominated in Sterling, Euros, and US dollars. The Group's revenue and expenditure can therefore be affected by foreign currency exchange movements.
The Board monitors all foreign currency exposure but the Group does not currently hedge against movements in the exchange rates of Sterling and foreign currencies in respect of any financial assets and liabilities.
Credit risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.
Senior management receives monthly reports summarising trade receivable balances and their ageing profile and appropriate action is taken to manage any significant items. A provision for impairment is made if considered necessary. An ageing analysis can be found in note 13.
Cash and cash equivalents are also part of the Groups credit risk and further information is provided below.
2011 | 2010 | ||||||
Funds held in GBP |
Funds held in USD |
Total funds held |
Funds held in GBP |
Funds held in USD |
Total funds held | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
AIB Group (UK) plc | 999 | - | 999 | 588 | - | 588 | |
HSBC | 45 | 356 | 401 | 5 | 324 | 329 | |
TD Bank | - | 365 | 365 | - | - | - | |
UBS | - | 357 | 357 | - | 371 | 371 | |
JP Morgan | - | 1 | 1 | - | 1,673 | 1,673 | |
Other | - | 166 | 166 | - | 323 | 323 | |
1,044 | 1,245 | 2,289 | 593 | 2,691 | 3,284 | ||
Financial instruments by category
Financial instruments have been categorised as either loans and receivables, or other financial liabilities and available for sale assets.
Loans and receivables consist of trade and other receivables (excluding prepayments) and cash and cash equivalents.
Other financial liabilities consist of trade and other payables (excluding statutory liabilities), other financial liabilities, borrowings and deferred consideration.
Available-for-sale assets consist of available-for-sale investments as disclosed in note 11.
The directors consider that the carrying amount of all financial instruments approximates to their fair value.
Interest rate profile of financial assets and liabilities.
The interest rate profile of the Group's financial assets and liabilities was:
31 December 2011(unaudited) | 30 November 2010 | |||||||||||
Asset / (liability) |
Total £'000 |
Non-interest bearing
£'000 |
Floating rate financial assets £'000 |
Floating rate financial liabilities £'000 |
Total £'000 |
Non-interest bearing
£'000 |
Floating rate financial assets £'000 |
Floating rate financial liabilities £'000 | ||||
Trade and other receivables | 7,231 | 7,231 | - | - | 7,557 | 7,557 | - | - | ||||
Cash and cash equivalents | 2,289 | - | 2,289 | - | 3,284 | - | 3,284 | - | ||||
Trade and other payables | (11,088) | (11,088) | - | - | (12,015) | (12,015) | - | - | ||||
Borrowing | (14,800) | - | - | (14,800) | (17,955) | - | - | (17,955) | ||||
Deferred consideration | (2,694) | (2,694) | - | - | (6,373) | (6,373) | - | - | ||||
(19,062) | (6,551) | 2,289 | (14,800) | (25,502) | (10,831) | 3,284 | (17,955) | |||||
Foreign currency exposures
The foreign exchange rate profile of the Group's financial assets and liabilities was:
31 December 2011(unaudited) | 30 November 2010 | ||||||||||
Asset /(liability) | Total £'000 | Sterling £'000 | US Dollar £'000 | Total £'000 | Sterling £'000 | US Dollar £'000 | |||||
Trade and other receivables | 7,231 | 3,730 | 3,501 | 7,557 | 3,505 | 4,052 | |||||
Cash and cash equivalents | 2,289 | 1,434 | 855 | 3,284 | 841 | 2,443 | |||||
Trade and other payables | (11,088) | (5,664) | (5,424) | (12,015) | (6,332) | (5,683) | |||||
Borrowing | (14,800) | (14,800) | - | (17,955) | (14,426) | (3,529) | |||||
Deferred consideration | (2,694) | - | (2,694) | (6,373) | (24) | (6,349) | |||||
(19,062) | (15,300) | (3,762) | (25,502) | (16,436) | (9,066) | ||||||
In both 2011 and 2010 the interest rate received for the floating rate financial assets was at prevailing bank rates.
Floating rate liabilities bear interest at 3.5% over prevailing LIBOR rates (year ended 30 November 2010: between 2.25%, 2.75% and 10% over prevailing LIBOR rates).
The weighted average period to maturity for non-interest bearing financial liabilities is 3 years (30 November 2010: less than 1 year).
Interest Rate Sensitivity
The Group has derived a sensitivity analysis based on 2% variances in floating interest rates being the inherent interest income and expenses. The sensitivity analysis below has been determined based on the exposure to interest rates for all floating rate financial assets and liabilities at the balance sheet date. 2% is the rate used internally when reporting to key management personnel.
Impact on equity and profit after tax | 31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||
2% increase in rate of interest | (296) | (405) | ||
2% decrease in rate of interest | 296 | 318 | ||
Foreign Exchange Rate Sensitivity
The Group has derived a sensitivity analysis based on 20% variances in the foreign exchange rates used for Euro and US Dollar. The sensitivity analysis below has been determined based on the exposure to foreign exchange rates for all financial assets and liabilities held in a foreign currency at the balance sheet date. 20% is the sensitivity variable used internally when reporting to key management personnel:
Impact on equity and profit after tax | 31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | ||
20% increase in foreign exchange rate | 630 | 115 | ||
20% decrease in foreign exchange rate | (944) | (129) | ||
Maturity of financial instruments
Financial liabilities
The maturity profile of the Group's financial liabilities was:
31 December 2011(unaudited) £'000 | 30 November 2010 £'000 | |||
In one year or less, or on demand | 13,783 | 32,729 | ||
In more than one year, but not more than two years | - | 3,516 | ||
In more than two years, but not more than five years | 14,800 | 98 | ||
28,583 | 36,343 | |||
Financial assets
The maturity profile of the Group's financial assets was:
31 December 2011(unaudited) £'000 | 30 November 2010 £'000 | |||
In one year or less, or on demand | 9,520 | 10,804 | ||
In more than one year, but not more than two years | - | 37 | ||
In more than two years, but not more than five years | - | - | ||
9,520 | 10,841 | |||
Borrowing Facilities
At 31 December 2011 Group companies had no overdraft facilities (30 November 2010: £1,700,000).
The Group had no undrawn borrowing facilities at 31 December 2011 (30 November 2010: £40,000).
Fair Value of Assets and Liabilities
The fair value amounts of the Group's financial assets and liabilities as at 31 December 2011 and 30 November 2010 did not vary materially from the carrying value amounts due to the short term nature of current assets and liabilities and the interest rates applicable to the non-current liabilities.
Fair value of deferred contingent consideration is determined by management's best estimation of the amount payable discounted at an appropriate rate. The estimation is based on cash flow forecasts and projections and managements knowledge of current performance.
Maximum Credit Risk
The Group's exposure to credit risk arises mainly from as follows:
31 December 2011 (unaudited) £'000 | 30 November 2010 £'000 | |||
Cash and cash equivalents | 2,289 | 3,284 | ||
Trade and other receivables | 7,231 | 7,557 | ||
9,520 | 10,841 | |||
The majority of the Group's trade receivables are due for collection within 30 days. |
Credit quality of financial assets
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (Standard and Poor's) or to historical information about counterparty default rate.
Cash and cash equivalents are not held with any institutions with a rating of lower than A-. Trade and other receivables are held with counterparties that range from AA to BB. For those counterparties without external credit ratings none have defaulted in the past.
25 | RELATED PARTY DISCLOSURES |
During the period, the Group procured event management consultancy services totalling £10,535 (year ended 30 November 2010: £32,148) from Splash Events Limited, a company 50% owned by Janine Smith, wife of Jon Smith. She also has had the use of a company car which results in a benefit in kind of £Nil (2010: £12,000). No balances were outstanding at 31 December 2011 (30 November 2010: Nil).
During the period, the Group procured event management and administrative services totalling £15,250 (year ended 30 November 2010: £30,500) from Sara Smith, wife of Phil Smith. She also has had the use of a company car which results in a benefit in kind of £Nil (2010: £15,000). No balances were outstanding at 31 December 2011 (30 November2010: Nil).
During the period, the Group procured consultancy services totalling £8,000 (year ended 30 November 2010: £16,000) from Michael Smith, father of Jon and Phil Smith. No balances were outstanding at 31 December 2011 (30 November 2010: Nil).
During the period, the Group procured consultancy services totalling £Nil (year ended 30 November 2010: £44,976) from QV Partners Limited, a company owned by David Noble, a non-executive director of the Board during the period. No balances were outstanding at 31 December 2011 (2010: £2,051).
26 | TRANSACTIONS WITH DIRECTORS |
At 31 December 2011, Jeremy Barbera owed the Group £5,487 which was repaid in January 2012.
At 31 December 2011, an amount of £8,333 was owed to Richard Ingham. There is no interest on this amount.
27 POST BALANCE SHEET EVENTS
On 10 May 2012, the Group was renamed reach4entertainment enterprises plc as a result of Board resolutions.
28 CONTINGENT LIABILITIES
There were no contingent liabilities in the Group as at 31 December 2011 (year ended 30 November 2010: £245,000).
Related Shares:
R4E.L