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Preliminary Results

14th Feb 2017 07:00

RNS Number : 7635W
Electric Word PLC
14 February 2017
 

 

14 February 2017

ELECTRIC WORD PLC

 

Preliminary Results to 30 November 2016

 

Electric Word, the specialist information business providing information and consultancy to executives working in the business of Sport, today announced audited results for the year ended 30 November 2016.

 

 

 

HIGHLIGHTS

 

 

· Strategic refocus completed with disposals of the Group's stake in iGaming Business, Optimus Education and Speechmark Publishing, following 2015 disposals of Radcliffe Solutions and Radcliffe Publishing.

 

· Transformed Group now solely comprised of SportBusiness, a growing business focused on information and consultancy in sport.

 

· Group profit for the year of £9.2m (2015: £2.3m loss) including £10.7m profit (2015: £1.8m loss) from discontinued operations.

 

· £13.9m net cash inflow from disposals, leaves the Group with £13.0m net cash at 30 November 2016 (2015: £0.4m).

 

· Continuing revenues increased by 16% to £2.8m driven by subscriptions growth of 18% (2015: £2.4m).

 

· Adjusted EBITA* from trading activities (before central costs) increased by 124% to £0.34m (2015: £0.15m).

 

· Central costs increased from £0.7m to £1.3m due to lower re-charges to business divisions. Following the disposals, cost reductions are underway and due to complete in first half of 2017.

 

 

 

* Adjusted figures (note 5) exclude amortisation, impairment of goodwill and intangible assets, non-recurring items, restructuring credits and costs, share based payment costs, as well as the tax impact of those adjusting items and any non-cash tax credits and charges.

This definition applies throughout the Annual Report and Financial Statements.

 

 

 

 

Julian Turner, Chief Executive of Electric Word, commented:

 

"We ended 2016 in a transformed position. The Group is now focused solely on the business of sport as a result of the successful disposals of iGaming Business, Optimus Education and Speechmark Publishing, and we are able to report a £9.2m profit for the year and a year-end cash balance of £13m. Our remaining business, SportBusiness, achieved revenue growth of 16% and Adjusted EBITA growth of 124% in 2016. Current trading is in line with the Board's expectations, with SportBusiness continuing to perform strongly and planned central cost reductions now taking effect, not least as a result of our move to new premises later this month."

 

 

 

 

 

Financial Summary

 

 

2016

£'000

2015

£'000

Restated

 

Revenue from continuing operations

 

2,780

 

2,394

 

Gross profit from continuing operations

 

2,061

 

1,787

 

Operating loss from continuing operations

 

(1,469)

 

(779)

 

Loss for the financial year from continuing operations

 

(1,476)

 

(454)

 

Profit / (loss) for the financial year from discontinued operations

 

10,679

 

(1,838)

 

Total comprehensive profit / (loss)

 

9,203

 

(2,292)

 

Operating loss from continuing operations

 

(1,469)

 

(779)

Amortisation^

135

124

Non-recurring costs^

321

-

Share-based payment charges^

17

66

 

Adjusted EBITA* from continuing operations

 

(996)

 

(589)

 

Net cash

 

12,976

 

449

* Adjusted results are presented to allow shareholders to gain a further understanding of the trading performance of the Group. A reconciliation between Operating profits and losses and Adjusted EBITA is given in note 5.

 

^ Details of adjusting items are given on page 7.

 

 

Comparative figures for the year to 30 November 2015 have been reclassified to reflect the results of iGaming Business Ltd, Optimus Education and Speechmark Publishing as discontinued operations as a result of their disposals. Further details of these disposals are given in note 9.

 

 

 

The audited report and accounts of the Company for the year ended 30 November 2016 have been posted to the Company's website at www.electricwordplc.com. The printed version, together with details of the Annual General Meeting, will be posted to shareholders in due course.

 

ENDS

 

 

Enquiries:

 

Electric WordJulian Turner, Chief Executive 020 7265 4170

Panmure GordonAndrew Potts 020 7459 3600

 

 

 

 

 

Notes to Editors

 

 

Electric Word plc is a specialist information business providing market intelligence, decision-critical information and consultancy through a combination of digital, print and in-person formats.

 

Following the disposal of Optimus Education, Speechmark Publishing and the Group's stake in iGaming Business, the Group is now focused on one market-facing business. SportBusiness Group provides business insight, information and consultancy to executives who work in sport, in rights-owning bodies, the media, sports marketing, sponsorship and club and event management.

 

 

 

CHAIRMAN'S STATEMENT

 

Dear fellow shareholders,

 

Over the last few years, the Directors have been focussed on simplifying the Group in order to maximise value for shareholders and to direct resources to our businesses with the best prospects. This has taken much work which has largely come to fruition during the last year. In January, the Group's interest in iGaming was sold realising a profit of £11.8 million. Following this, a market review of Optimus, the education business, was completed. As well as focussing the Optimus business on conferences, the review led the Board to conclude that the business would benefit from being part of a larger organisation rather than for the Group to invest further. In November, this business was sold to Prospects Education Services, and realised £1.6 million gross cash consideration and £0.2 million profit on disposal. Around the same time, it was decided that Speechmark Publishing, which had been merged into the Education division, should also be sold and this was effected through a sale to Taylor & Francis also in November which resulted in cash consideration of £1.85 million and a £0.1 million profit. We end the year in a transformed position, with SportBusiness Group as our single continuing operation, a total reported profit of £9.2 million and with a significant cash balance.

 

SportBusiness itself has had a good year, achieving revenue growth of 16% and Adjusted EBITA growth of 124% as margins improved from 6% to 12%. This was driven by continued success in two areas in particular: TV Sports Markets subscriptions revenue (up 13%, driven by the Rights Tracker premium data add-on) and a particularly strong year for consultancy revenue in SportBusiness Intelligence (up 53%). These successes enabled the business to continue to build the newer Sport Sponsorship Insider product, where revenue grew 31% from a relatively low base.

 

Significant progress has been made in 2016 in order to reach the simplified position in which the Group has ended the year, and the Group has undergone a great deal of change. In particular, these disposals led to 55 people leaving the Group, the majority of whom continued to have a role with the new owners of the disposed businesses. The Board would like to thank all the people that have contributed to that process, but particularly our staff. They have all shown great resilience at a time of rapid change.

 

Since November, we have been working on bringing the scale of the Group's infrastructure and central costs to the appropriate level to support SportBusiness. We will be moving to new offices in February 2017 and we are introducing a simpler, more flexible cloud-based suite of technology. This will enable us to make further cost savings. In 2017, we plan to make further investment in Sports Sponsorship Insider as well as the SportBusiness online platform and we are committed to building our consultancy offering.

 

At the time that we announced the iGaming disposal, we also announced that we were considering making a capital return to shareholders subject to further analysis of the Group's cash requirements and growth opportunities. This consideration has taken longer than we expected as it became clear that we needed to address the performance of the Education division, which led to the disposal of Optimus as a first priority. We now anticipate updating shareholders during the first half of 2017.

 

 

 

 

 

 

Andrew Brode

Chairman

13 February 2017

 

 

 

CHIEF EXECUTIVE'S STATEMENT

 

BUSINESS MODEL AND STRATEGY

 

 

Business model

Electric Word plc is a specialist information group supporting commercial decision-making through a combination of digital, print and in-person formats.

 

Our business model starts with the customer. By better understanding our customers' aspirations and challenges we can provide increasingly valuable information products that support their critical decisions and key objectives. We provide information, expert analysis and consultancy in the form of subscription websites, magazines, in-depth reports and bespoke research and consultancy. Within this mix, we favour high-quality revenue streams from digital subscription services and tools that connect directly with customer workflows.

 

We aim to increase the value of the services that we deliver over the lifetime of each customer relationship. We deliver this by increasing the penetration of our information within each customer organisation and by innovating and developing new products in collaboration with our customers.

 

 

Group Strategy

Our business model requires focus and investment, so it is important that the activities we select for strategic development are scalable and will ultimately generate high margins.

 

The deep knowledge of customers and markets needed to deliver our business model also means that we concentrate on a small number of market sectors and activities. We are therefore focusing the business on doing fewer things, each at a greater scale, to seek to achieve higher margins. Our objective has been a simpler business that is better able to capitalise on the opportunities in our markets and the changing technology underpinning our sector. In 2016 we accomplished this with the disposal of our interests in the online gaming and education sectors. We are now focused on one market only, the business of sport. As a result of this simplification of the business we have embarked on a cost reduction programme to ensure that the cost base is at a level appropriate to our business objectives.

 

 

Operating segments

Following the disposal of iGaming Business, Optimus Education and Speechmark Publishing, the Directors have restructured the management of the Group's continuing operations and now organises its management and reporting around one market-facing division.

 

 

GROUP PERFORMANCE

 

 

 

SUMMARY GROUP INCOME STATEMENT

2016

£'000

2015

£'000

Restated

 

Revenue from continuing operations

 

2,780

 

2,394

 

Gross profit from continuing operations

 

2,061

 

1,787

 

Operating loss from continuing operations

 

(1,469)

 

(779)

 

Loss for the financial year from continuing operations

 

(1,476)

 

(454)

 

Profit / (loss) for the financial year from discontinued operations

 

10,679

 

(1,838)

 

Total comprehensive profit / (loss)

 

9,203

 

(2,292)

 

Comparative figures for the year to 30 November 2015 have been reclassified to reflect the results of iGaming Business Ltd, Optimus Education and Speechmark Publishing as discontinued operations as a result of their disposals. See note 9.

 

*Adjusted results are presented to allow shareholders to gain a further understanding of the trading performance of the Group. A reconciliation between Operating profits and losses and Adjusted EBITA is given in note 5 and details of adjusting items are given on page 11.

 

 

Following the 2016 disposals of iGaming Business, Optimus Education and Speechmark Publishing, continuing operations now consist of SportBusiness Group, together with central costs. Continuing revenues increased by 16% compared to 2015, and this translated into a 15% increase in gross profits. Operating loss increased by £0.7 million due to £0.3 million of non-recurring costs as explained on page 11, and the continuation of certain costs which were previously allocated to the businesses which have been sold.

 

Profit from discontinued operations recognised in 2016 amounted to £10.7 million, comprising £1.4 million post-tax losses, offset by £12.1 million profits on disposal. In 2015, discontinued operations contributed a loss of £1.8 million to Group results. Further details are given in notes 9 and 26.

 

CONTINUING OPERATIONS

 

 

SUMMARY

2015

£'000

Change

%

2015

£'000

Restated

 

Trading activities

Revenue

2,742

16%

2,366

Adjusted EBITA* (before central costs)

340

124%

152

Margin

12%

6%

Central costs

Revenue

38

36%

28

Adjusted EBITA*

(1,336)

80%

(741)

Total continuing operations

Revenue

2,780

16%

2,394

Adjusted EBITA*

(996)

69%

(589)

Margin

-36%

-25%

 

Comparative figures for the year to 30 November 2015 have been reclassified to reflect the results of iGaming Business Ltd, Optimus Education and Speechmark Publishing as discontinued operations as a result of their disposals. See note 9.

 

*Adjusted results are presented to allow shareholders to gain a further understanding of the trading performance of the Group. A reconciliation between Operating profits and losses and Adjusted EBITA is given in note 5 and details of adjusting items are given on page 11.

 

 

 

Trading activities

The Sport division comprises SportBusiness Group (SBG). SBG provides market information, analysis and advice to professionals in the global business of sport, particularly on media rights, sponsorship and event hosting.

Revenue in this division grew by 16% compared to 2015 with 65% of revenue from live or digital services in 2016 (59% in 2015). Subscriptions grew by 18% and now account for 69% of the revenue in this division (67% in 2015). Revenue from bespoke consulting increased by 53% compared to the prior year and accounted for 15% of revenues (11% in 2015), whereas advertising was 16% of 2016 divisional revenues (18% in 2015).

 

Revenues from TV Sports Markets grew by 13% as a result of a higher average customer value. This is as a result of increased penetration of users in customer businesses and more subscribers taking the premium Rights Tracker data service; TV Sports Markets represented 41% of SBG revenues in 2016.

 

We are continuing to develop our Sports Sponsorship Insider product and 2016 revenues have increased by 31% from 2015. This product is loss making due to its early stage of development and the fixed costs of building its database of sponsorship deals. We anticipate that revenue will continue to grow in the medium term and margins are therefore expected to improve.

 

Sports Business International magazine generated 34% of SBG revenues in 2016 (2015: 37%). Approximately 53% of revenues are subscriptions, and 47% are generated from advertising. This product earns a comparatively low margin but also provides an effective marketing channel for our other products and the business as a whole.

 

In 2017 SportBusiness Group priorities are to continue to build average revenue per customer, to further increase the market penetration of Sports Sponsorship Insider and to invest in building the capacity of the SportBusiness Intelligence advisory business.

 

Central costs

In the continuing operations, adjusted profits from trading (before central costs) increased from £152,000 to £340,000. However, overall losses increased to £996,000 due to a higher central cost component.

 

These costs represent those central group costs which have not been recharged to the trading businesses. They include Board fees and costs related to being both a public company and a Group as well as some of the costs of central functions such as Finance, HR, IT and unallocated property costs.

 

As we have previously reported, 2016 central costs were higher than 2015 due to higher property costs and costs which were previously allocated to the businesses which have been sold. Following the disposals in 2016, we have taken steps to significantly reduce central costs including staff reductions and a planned move to a smaller, lower cost office in early 2017. There has been some cash outflow associated with the cost reductions but as a result, we anticipate that 2017 central costs will be significantly lower than the 2016 costs, with the new lower level being achieved in the second quarter.

 

 

 

 

 

 

Current trading

Current trading is in line with the Board's expectations, with SportBusiness continuing to perform strongly and planned central cost reductions coming to fruition.

 

Julian Turner

Chief Executive

13 February 2017

 

 

 

 

OPERATING AND FINANCIAL REVIEW

 

 

CONTINUING AND DISCONTINUED OPERATIONS

 

As noted in the Chairman's statement, on 4 January 2016, the Group disposed of its 70% interest in iGaming Business Ltd. As at 30 November 2015, the net assets of iGaming Business Ltd were classified as assets held for sale. The Group also disposed of Optimus Professional Publishing Ltd on 1 November 2016, and the trade and assets of Speechmark Publishing Ltd on 14 November 2016. Customary warranties and indemnities were included in the sale and purchase agreements for these disposals.

 

Details of the assets and liabilities disposed of, and the calculation of the profit and loss on disposal, are disclosed in note 26.

 

In 2015 the Group disposed of Radcliffe Solutions Ltd and Radcliffe Publishing businesses, and their results were included in 2015 discontinued operations.

 

The results of iGaming Business, Optimus and Speechmark have been classed as discontinued operations in 2016 as they no longer form part of the Group and our 2015 results have been restated accordingly. The total net profit from discontinued operations (net of tax) included in the Consolidated Statement of Comprehensive Income is £10,679,000 (2015: £1,838,000 loss).

 

Further details of results from discontinued operations are given in notes 9 and 26.

 

 

ADJUSTED AND STATUTORY RESULTS

 

In this report, we refer to adjusted and statutory results. Adjusted results are prepared to provide a more comparable indication of the Group's underlying business performance. A full reconciliation of statutory results to adjusted results is given in note 5 and a summary of adjusting items affecting continuing operations is given below.

 

2016

£'000

2015

£'000

Restated

 

Operating loss from continuing operations

 

(1,469)

 

(779)

Amortisation

135

124

Non-recurring costs

321

-

Share-based payment charges

17

66

 

Adjusted EBITA* from continuing operations

 

(996)

 

(589)

 

 

Amortisation

Amortisation of intangible fixed assets for continuing operations charged in 2016 amounted to £135,000 (2015: £124,000). Amortisation charged against discontinued operations was £337,000 (2015: £458,000). Details of intangible fixed assets are given in note 12.

 

Impairment charges

There were no impairment charges booked in continuing operations in 2016 or 2015. An impairment expense of £1,000,000 was recognised in 2015 discontinued operations against the carrying value of goodwill in the Optimus business.

 

Non-recurring costs

During 2016, the Group's continuing operations were charged £321,000 of non-recurring costs. These comprise £184,00 of costs associated with the strategic review of the Optimus Education business and £137,000 of redundancy costs arising from staff restructuring. There were no non-recurring items recognised in continuing operations in 2015.

 

Share-based payment charges

Share-based payment charges are recognised to spread the fair value of each award over the vesting period on a straight-line basis, after allowing for an estimate of the share awards that will actually vest. The expense recognised in 2016 was £17,000 (2015: £66,000).

 

 

OTHER KEY FINANCIAL ITEMS

 

Capital expenditure

During the year, the Group has invested an additional £233,000 in web development and £18,000 in software to enhance its digital products (2015: £286,000). The majority of web development spend this financial year has concentrated on further development of digital subscription products in Sports Business and enhancements made to the Education products prior to the disposal of the Optimus and Speechmark businesses.

 

The Group also incurred £7,000 of additions to property, plant and equipment, in relation to computer equipment. 2015 additions amounted to £95,000, the majority of which related to office fit-out costs.

 

Net cash

As a result of the disposals made in the year, the Group holds net cash at 30 November 2016 of £12,976,000 (2015: net cash of £449,000) - see note 27. The Group has fully paid off its bank debt which is now £nil (2015: £94,000 gross bank debt).

 

 

Summary cash flow

 

2016

£'000

2015

£'000

Restated

Cash (outflow) / inflow from operating activities

(1,169)

683

Net cash inflow from investing activities

13,685

340

Net cash outflow from financing activities

(83)

(477)

 

Net increase in cash and cash equivalents

12,433

546

 

Cash flow from operating activities has significantly decreased in 2016 primarily as a result of the disposal of iGaming Business in January 2016. iGaming Business was both profitable and generated relatively high positive cash flows as a result of significant pre-billing of events. Similarly, the disposal of Optimus in November 2016 has removed the cash generated from pre-billing of conferences scheduled for early 2017.

 

Cash flow from investing activities in 2016 has benefited from £13,909,000 of net cash proceeds from the business disposals arising in the year (see note 26). Other items include £258,000 of fixed asset additions and £34,000 of bank interest received as a result of carrying significant cash balances. 2015 investing activities included £721,000 net proceeds from the disposal of discontinued activities and £381,000 of fixed asset additions.

 

2016 cash flows from financing activities include bank loan repayments of £94,000 and £11,000 proceeds from the exercise of share options. 2015 cash flows comprised £292,000 of bank loan repayments and the payment of £185,000 of dividends to the minority shareholder of iGaming Business Ltd.

 

 

Earnings per share

Statutory diluted earnings per share from continuing and discontinued operations are 2.29p (2015: 0.62p loss). Adjusted diluted loss per share (calculated using adjusted loss from continuing operations) are 0.24p loss (2015: 0.12p loss).

 

Dividends

The Directors do not propose a dividend to be paid in respect of 2016 (2015: £nil).

 

 

 

 

 

William Fawbert

Finance Director

13 February 2017

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 November 2016

 

 

 

2016

2015

Notes

£'000

£'000

Restated

CONTINUING OPERATIONS

 

 

Revenue

2

2,780

2,394

 

Cost of Sales - Direct costs

 

(510)

(443)

Cost of Sales - Marketing expenses

 

(209)

(164)

GROSS PROFIT

2

2,061

1,787

 

 

Other operating expenses

7

(3,029)

(2,369)

Non-recurring costs

5

(321)

-

Depreciation expense

7

(45)

(73)

Amortisation expense

7

(135)

(124)

 

 

Total administrative expenses

 

(3,530)

(2,566)

 

 

OPERATING LOSS

 

(1,469)

(779)

 

 

Finance costs

6

(12)

(16)

Finance income

6

34

-

 

 

LOSS BEFORE TAX

7

(1,447)

(795)

 

 

Taxation

8

(29)

341

 

 

LOSS FOR THE FINANCIAL YEAR FROM CONTINUING OPERATIONS

 

(1,476)

(454)

 

 

DISCONTINUED OPERATIONS

 

PROFIT / (LOSS) FOR THE FINANCIAL YEAR FROM DISCONTINUED OPERATIONS, NET OF TAX

 

9

 

10,679

 

(1,838)

 

PROFIT / (LOSS) FOR THE FINANCIAL YEAR

 

 

9,203

 

(2,292)

 

 

Attributable to:

 

 

 

- Equity holders of the parent

 

9,330

(2,523)

- Non-controlling interest

 

(127)

231

 

Total comprehensive PROFIT / (LOSS)

 

 

9,203

 

(2,292)

 

 

 

 

EARNINGS / (LOSS) PER SHARE

 

From continuing and discontinued operations

 

Basic

10

2.29p

(0.62)p

Diluted

10

2.22p

(0.62)p

 

 

 

 

From continuing operations

 

Basic

10

(0.36)p

(0.11)p

Diluted

10

(0.36)p

(0.11)p

 

 

2015 results have been restated to show the effect of operations which have been discontinued in the current period.

 

Of the profit / (loss) for the financial year from discontinued operations, £10,806,000 (2015: £2,069,000 loss) is attributable to equity holders of the parent and £127,000 loss (2015: £231,000 profit) is attributable to the non-controlling interest.

 

CONSOLIDATED GROUP AND COMPANY STATEMENTS OF CHANGES IN EQUITY

For the year ended 30 November 2016

 

 

GROUP

Share

capital

£'000

Share

premium

account

£'000

Merger

reserve

£'000

Reserve

for own

shares

£'000

Retained

earnings

£'000

 

Total

£'000

Non-

controlling

interest

£'000

Total

equity

£'000

At 30 November 2014

4,076

7,531

105

(123)

(4,983)

6,606

81

6,687

 

Total comprehensive (loss) / income

-

-

-

-

(2,523)

(2,523)

231

(2,292)

Tax debited directly to equity (note 15)

-

-

-

-

(112)

(112)

-

(112)

4,076

7,531

105

(123)

(7,618)

3,971

312

4,283

Dividend paid by subsidiary

-

-

-

-

-

-

(185)

(185)

Share based payments

-

-

-

-

66

66

-

66

At 30 November 2015

4,076

7,531

105

(123)

(7,552)

4,037

127

4,164

 

Total comprehensive income / (loss)

-

-

-

-

9,330

9,330

(127)

9,203

4,076

7,531

105

(123)

1,778

13,367

-

13,367

Share issue

11

-

-

-

-

11

-

11

Share based payments

-

-

-

-

17

17

-

17

At 30 November 2016

4,087

7,531

105

(123)

1,795

13,395

-

13,395

 

 

 

COMPANY

Share

capital

£'000

Share

premium

account

£'000

Retained

earnings

£'000

Total

equity

£'000

At 30 November 2014

4,076

7,531

(8,371)

3,236

Total comprehensive loss

-

-

(2,035)

(2,035)

Tax debited directly to equity (note 15)

-

-

(112)

(112)

4,076

7,531

(10,518)

1,089

Share based payments

-

-

66

66

At 30 November 2015

4,076

7,531

(10,452)

1,155

Total comprehensive loss

-

-

(7,468)

(7,468)

4,076

7,531

(17,920)

(6,313)

Share issue

11

-

-

11

Share based payments

-

-

17

17

At 30 November 2016

4,087

7,531

(17,903)

(6,285)

 

 

 

 

 

CONSOLIDATED GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION

As at 30 November 2016

 

 

Group

Company

 

2016

2015

2016

2015

 

Notes

£'000

£'000

Restated

£'000

£'000 Restated

ASSETS

Non-current assets

Goodwill

 

11

1,470

3,050

-

-

Intangible assets

 

12

250

882

47

34

Property, plant and equipment

 

13

8

46

7

46

Investments

 

14

-

-

2,988

4,736

Deferred tax assets

 

15

523

637

-

-

 

2,251

4,615

3,042

4,816

 

 

Current assets

 

Inventories

 

16

-

622

-

-

Trade and other receivables

 

17

1,245

1,987

538

3,741

Cash and cash equivalents

 

27

12,976

542

12,943

468

 

 

14,221

3,151

13,481

4,209

Assets classified as held for sale

 

9

-

1,544

-

-

Total current assets

 

14,221

4,695

13,481

4,209

 

 

 

 

TOTAL ASSETS

 

16,472

9,310

16,523

9,025

 

 

EQUITY AND LIABILITIES

 

Capital and Reserves

 

Called up ordinary share capital

 

23

4,087

4,076

4,087

4,076

Share premium account

 

7,531

7,531

7,531

7,531

Merger reserve

 

105

105

-

-

Reserve for own shares

 

24

(123)

(123)

-

-

Retained earnings

 

1,795

(7,552)

(17,903)

(10,452)

Equity attributable to equity holders of the parent

 

13,395

4,037

(6,285)

1,155

 

 

Non-controlling interest

 

25

-

127

-

-

TOTAL EQUITY

 

13,395

4,164

(6,285)

1,155

 

 

Non-current liabilities

 

Borrowings

 

18

-

28

-

28

Deferred tax liabilities

 

15

-

50

-

-

 

 

-

78

-

28

 

 

Current liabilities

 

Borrowings

 

18

-

66

-

66

Trade payables and other payables

 

19

1,710

1,640

22,748

7,716

Provisions

 

21

60

60

60

60

Deferred income

 

20

1,307

1,934

-

-

 

 

3,077

3,700

22,808

7,842

Liabilities associated with assets classified as held for sale

 

 

9

 

-

 

1,368

 

-

 

-

Total current liabilities

 

3,077

5,068

22,808

7,842

 

 

TOTAL LIABILITIES

 

3,077

5,146

22,808

7,870

 

 

TOTAL EQUITY AND LIABILITIES

 

16,472

9,310

16,523

9,025

 

 

These financial statements were approved by the Board of Directors and authorised for issue on 13 February 2017 and are signed on its behalf by:

 

 

 

 

Julian Turner William Fawbert

Chief Executive Finance Director

 

CONSOLIDATED AND COMPANY CASH FLOW STATEMENT

For the year ended 30 November 2016

 

Group

Company

2016

2015

2016

2015

Notes

£'000

£'000

£'000

£'000

Profit / (loss) for the financial year

9,203

(2,292)

(7,468)

(2,035)

Taxation

(10)

1,196

-

136

Amortisation & impairment expense, reduction in goodwill

11,12

472

1,582

21

15

Depreciation

13

45

73

45

72

Impairment of investment in subsidiary

14

-

-

1,600

1,644

(Profit) / loss on disposal of discontinued operations

26

(12,087)

384

(1,085)

(121)

Finance costs

12

16

12

16

Finance income

(34)

-

(34)

-

Share based payment charges

7

17

66

17

66

Operating cash flows before movement in working capital

(2,382)

1,025

(6,892)

(207)

(Increase) / decrease in inventories

(68)

233

-

-

(Increase) / decrease in receivables

(29)

(132)

3,203

2,988

Increase / (decrease) in payables

1,398

(273)

15,032

(2,157)

Cash flow from operating activities before interest and tax

(1,081)

853

11,343

624

 

Interest paid

6

(12)

(16)

(12)

(16)

Taxation paid

(76)

(154)

-

-

 

Cash (outflow) / inflow from operating activities

(1,169)

683

11,331

608

 

INVESTING ACTIVITIES

Purchase of property plant and equipment

13

(7)

(95)

(6)

(95)

Purchase of intangible assets

12

(251)

(286)

(34)

(26)

Net proceeds from disposal of discontinued operations

26

13,909

721

1,233

121

Interest received

6

34

-

34

-

 

Net cash inflow from investing activities

13,685

340

1,227

-

 

FINANCING

Proceeds from issuance of ordinary shares

23

11

-

11

-

Repayments of borrowings

27

(94)

(292)

(94)

(292)

Payment of dividend to minority interest

-

(185)

-

-

 

Net cash outflow from financing activities

(83)

(477)

(83)

(292)

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

12,433

546

12,475

316

 

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR

543

(3)

468

152

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

27

12,976

543

12,943

468

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 November 2016

 

1. ACCOUNTING POLICIES

 

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented. There have been no changes to accounting policies in the period.

 

BASIS OF PREPARATION

The financial statements have been prepared in accordance with International Financial Reporting Standards as endorsed by the European Union ("IFRS"), IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.

 

The financial statements of the Group and the Parent Company have been prepared under the historical cost convention and in accordance with applicable accounting standards.

 

A discontinued operation is a component of the Group's business, the operations and cash flows of which represents a separate major line of business. Classification of a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss is restated as if the operation had been discontinued from the start of the prior year. Comparative figures for the year to 30 November 2015 have been reclassified to reflect the results of the Radcliffe Solutions, Radcliffe Publishing, iGaming, Optimus and Speechmark businesses as discontinued operations as a result of their disposals.

 

As permitted by Section 408 of the Companies Act 2006, no separate income statement is presented for the Company. The Company's loss for the year was £7,468,000 (2015: £2,035,000 loss).

 

Operating profit is defined as profit before tax but excluding net finance and related costs and investment income.

 

 

GOING CONCERN

The Group has made a profit for the year of £9,203,000 (2015: £2,292,000 loss) and at 30 November 2016 had net assets of £13,395,000 (2015: £4,164,000) and net current assets of £11,144,000 (2015: £373,000 net current liabilities). The level of bank debt has reduced to £nil (2015: £94,000). The Directors have prepared group cash flow forecasts for the period ending 30 November 2019, which take account of known factors in the business including the change of office lease in February 2017. These forecasts indicate that the Group will continue to meet its liabilities as they fall due for the foreseeable future. The business is currently trading in line with these forecasts. In the event of forecast trading levels not being met due to a weaker economic climate than forecast, the Directors have the scope to take further actions to enable the group to meet its liabilities as they fall due for the foreseeable future and for it to remain within its financial covenants and financial facilities. On this basis the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

 

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Within the consolidated and company financial statements there are a number of areas where management has to include their best estimate of likely outcomes based on their first-hand knowledge of the markets and situation. The preparation of consolidated and company financial statements will require management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

 

In preparing these consolidated and company financial statements, the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty were:

 

· Valuation and asset lives of intangible assets - which are based on management's considered opinion of what has been bought and what value it is to the Group in the future. Valuation methodologies include the use of discounted cash flows, revenue and profit multiples, whilst asset lives are estimated on the type of asset acquired or generated and range between three and ten years;

· Impairment of assets - assets are subject to at least annual impairment reviews and testing, and the running of these tests and the numbers that form part of them will be based as far as possible on actual known results but will by nature include predictions of future outcomes. The asset carrying values are compared to estimates of the assets' value in use. This value in use is calculated by looking at the cash generating units underlying the assets and management estimating the future cash flows after applying a suitable discount factor. The estimates of future cash flows are based on detailed forecasts produced by management. Assumptions on the goodwill assets are given in note 11;

· Provisioning: both trade receivables for bad debt and inventories for returns and obsolescence are reviewed for potential write down. The provisions created to cover these areas are based on managements' experience and considered opinion of the assets' current value;

· Contingent liabilities: liabilities are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation;

· Valuation of share based payments - which are calculated from modelling including estimates of non-transferability, exercise restrictions, and behavioural considerations, including such factors as the volatility of the Company's share price. These inputs and the methods are set out in note 28;

· Deferred tax: both assets and liabilities require judgement in determining the amounts to be recognised, in particular the extent to which assets should be recognised in consideration of the timing and level of future taxable income.

 

 

 

2

REVENUE AND COST OF SALES

 

An analysis of the Group's income from continuing operations is as follows:

2016

2015

£'000

£'000

Restated

Revenue

Sale of goods

16

76

Rendering of services

2,764

2,318

2,780

2,394

Cost of sales

Raw materials and consumables used

(510)

(443)

Marketing costs

(209)

(164)

(719)

(607)

Gross profit

2,061

1,787

 

 

 

3

SEGMENTAL ANALYSIS

 

Following the disposal of iGaming Business in January 2016 and the Optimus and Speechmark businesses in November 2016, the Directors have restructured the management of the Group's continuing operations and now organises its management and reporting around the Sport Division only. As part of this, the Directors continue to budget and report Group central costs separately from the trading activities in order to facilitate tighter management of these costs.

 

Operating profit is defined in note 1. The analysis below includes adjusted operating profit (note 5) to allow shareholders to gain a further understanding of the trading performance of the Group and is considered by the Board alongside operating profit and profit before tax to assess performance and review strategy. The information in the table below excludes amounts relating to discontinued activities and 2015 comparatives have been restated accordingly

 

 

 

Year ended 30 November 2016

Year ended 30 November 2015 - restated

Trading

Central costs

Total Sport

Trading

Central costs

Total Sport

£'000

£'000

£'000

£'000

£'000

£'000

Revenue

2,742

38

2,780

2,366

28

2,394

Adjusted operating (loss) / profit (note 5)

340

(1,336)

(996)

152

(741)

(589)

Share based payment charges

-

(17)

(17)

-

(66)

(66)

Non-recurring costs (note 5)

-

(321)

(321)

-

-

-

Amortisation of intangible assets

(115)

(20)

(135)

(112)

(12)

(124)

Operating (loss) / profit

225

(1,694)

(1,469)

40

(819)

(779)

Finance costs

-

(12)

(12)

-

(16)

(16)

Finance income

-

34

34

-

-

-

(Loss) / profit before tax

225

(1,672)

(1,447)

40

(835)

(795)

Depreciation and amortisation

115

65

180

112

85

197

Expenditure on intangible fixed assets

126

34

160

81

26

107

Expenditure on property, plant and equipment

-

6

6

-

95

95

 

 

 

 

 

3

SEGMENTAL ANALYSIS (continued)

 

 

Analysis by market sector

Assets

Liabilities

2016

2015

2016

2015

 

£'000

£'000

Restated

£'000

£'000

Restated

 

Trading

2,681

2,699

1,477

1,108

Central costs

13,421

855

1,005

735

Total Continuing operations

16,102

3,554

2,482

1,843

Discontinued operations

370

5,756

595

3,303

16,472

9,310

3,077

5,146

 

The UK is the Group's country of domicile and the majority of revenues from external customers is generated there. There are no inter-segmental sales. An analysis of continuing revenues split by customers' country of origin is given below.

 

2016

2015

 

£'000

£'000

UK

1,085

898

Europe (excluding UK)

994

1,058

North America

189

127

Rest of the World

512

311

2,780

2,394

 

 

 

4

EMPLOYEES

 

The average monthly number of persons (including directors) employed by the Group during the year, analysed by category, was as follows:

 

2016

2015

 

Number

Number

Sales and marketing

33

45

Content and production

34

49

Administration and management

27

33

94

127

 

Their aggregate remuneration comprised:

 

 

2016

2015

 

 

£'000

£'000

 

 

Wages and salaries

4,411

5,136

 

 

Social security costs

451

518

 

 

Pension costs

69

86

 

 

Equity-settled share-based payments and related costs

17

66

 

 

4,948

5,806

 

 

This remuneration is included in other operating expenses except for: £1,845,000 (2015: £3,156,000) in discontinued operations, £53,000 (2015: £24,000) included in cost of sales - direct costs; £132,000 (2015: £128,000) included in cost of sales - marketing expenses; £38.000 (2015: £nil) included in restructuring costs and £106,000 (2015: £170,000) capitalised in intangible fixed assets for web site development.

 

The Group considers that the Board of Directors are the key management personnel. Their remuneration is summarised in the Remuneration Report on page 19.

 

 

 

 

5

ADJUSTED RESULTS

 

Adjusted results are presented to allow shareholders to gain a further understanding of the trading performance of the Group. Results are adjusted for items not considered by management to be part of the underlying trends in the business together with the related tax effect of those items. The adjustments add back items which have no cash impact or are not trade related and of a non-recurring type.

 

Adjusted figures exclude amortisation and impairment of goodwill and intangible assets, restructuring and acquisition-related costs, share based payment costs, non-recurring items and as the tax impact of those adjusting items and any non-cash tax charges.

 

The Group disposed of the Radcliffe Solutions Ltd and the Radcliffe Publishing business during 2015, whilst the Group's 70% stake in iGaming Business Ltd and the Optimus and Speechmark businesses were disposed of in 2016. The results of these businesses have therefore been classed as discontinued and excluded from adjusted amounts in both 2016 and 2015 - see note 9.

 

A reconciliation of operating profit to Adjusted EBITA split between continuing and discontinued operation is given in the table below. Further detail on discontinued operations is given in note 9.

 

2016

Continuing

2016

Disc'd

2016

Total

2015

Continuing

2015

Disc'd

2015

Total

Note

£'000

£'000

£'000

£'000

Restated

£'000

Restated

£'000

Restated

Operating profit / (loss)

7

(1,469)

10,640

9,171

(779)

(301)

(1,080)

Amortisation of intangible assets

7

135

337

472

124

458

582

Impairment expense

11,12

-

-

-

-

1,000

1,000

Non-recurring costs

321

209

530

-

(15)

(15)

(Profit) / loss on disposal of subsidiaries

 

-

 

(12,087)

 

(12,087)

 

-

 

384

 

384

Share based payment charges

7

17

-

17

66

-

66

Adjusting items to operating profit

 

473

 

(11,541)

 

(11,068)

 

190

 

1,827

 

2,017

Adjusted operating (loss) / profit for the year (Adjusted EBITA)

 

 

(996)

 

 

(901)

 

 

(1,897)

 

 

(589)

 

 

1,526

 

 

937

Depreciation

7

45

-

45

73

-

73

Adjusted (loss) / earnings before interest, tax, depreciation and amortisation for the year

 

 

 

(951)

 

 

 

(901)

 

 

 

(1,852)

 

 

 

(516)

 

 

 

1,526

 

 

 

1,010

 

During 2016, the Group incurred £530,000 of non-recurring costs split as £321,000 against the continuing operations and £209,000 against discontinued operations. Those charged to continuing operations comprise £184,000 of costs associated with the strategic review of the Optimus Education business and £137,000 of redundancy costs arising from staff restructuring. The £209,000 charge against discontinued operations relates to £135,000 of stock-write offs, £85,000 of staff restructuring costs and £11,000 of other credits.

 

An impairment expense of £1,000,000 was recognised in 2015 discontinued operations against the carrying value of goodwill in the Optimus business.

 

 

 

 

5

ADJUSTED RESULTS (continued)

 

2016

2015

£'000

£'000

Restated

 

Loss before tax for the year from continuing operations

 

(1,447)

 

(795)

Adjusting items to operating loss

473

190

Adjusting items to loss before tax

473

190

Adjusted loss before tax for the year from continuing operations

(974)

(605)

2016

2015

£'000

£'000

Restated

 

Profit / (loss) for the year attributable to equity holders of the parent

9,330

(2,523)

(Deduct profit) / add loss for the year from discontinued operations attributable to equity holders of the parent

(10,806)

2,069

 

Loss for the year attributable to equity holders of the parent from continuing operations

(1,476)

(454)

Adjusting items to operating loss

473

190

Exclude movements on deferred tax assets and liabilities taken to income statement

29

(231)

Adjusting items to profit for the year

502

(41)

Adjusted loss for the year

(974)

(495)

 

 

 

6

FINANCE COSTS AND FINANCE INCOME

 

Finance costs

2016

2015

£'000

£'000

Interest payable on bank loans and overdrafts

12

16

 

 

 

Finance income

2016

2015

£'000

£'000

Interest receivable on bank deposits

34

-

 

 

7

LOSS BEFORE TAXATION FROM CONTINUING OPERATIONS

 

2016

2015

 

£'000

£'000

Restated

Loss before taxation from continuing operations is stated after charging:

 

Depreciation and amounts written off property, plant and equipment - owned assets

45

73

Amortisation of intangible fixed assets

135

124

Operating lease rentals:

- Land and buildings

161

128

- Plant and equipment

4

6

Share based payment charges

17

66

 

Other operating expenses as disclosed on the face of the income statement include staff costs (note 4) of £2,774,000 (2015: £2,328,000) and premises costs of £483,000 (2015: £463,000).

 

There were no impairment charges recognised in continuing operations in either 2015 or 2016. In 2015, discontinued operations included goodwill impairment charges of £1,000,000 were recognised in respect of Optimus Education.

 

 

 

 

7

LOSS BEFORE TAXATION FROM CONTINUING OPERATIONS (continued)

 

Amounts payable to KPMG LLP and their associates in respect of both audit and non-audit services are as follows:

 

2016

2015

 

£'000

£'000

Fees payable to the company's auditor for the audit of the company's annual accounts

34

31

Fees payable to the company's auditor and its associates for other services:

- the audit of the company's subsidiaries pursuant to legislation

24

37

- other services relating to taxation

39

10

97

78

 

 

8

TAXATION

 

2016

2015

 

£'000

£'000

Restated

Current tax:

UK corporation tax on profits of the year from continuing operations

-

-

Total current tax

-

-

Deferred taxation:

Origination and reversal of timing differences

29

(341)

Total deferred tax

29

(341)

Tax charge / (credit) on loss on ordinary activities from continuing operations

29

(341)

 

UK corporation tax is calculated at 20.0% (2015: 20.3% as 21% for the first four months of the financial year and then 20% for the remainder) of the estimated assessable profit for the year.

 

Reductions in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) and 18% (effective from 1 April 2020) were substantively enacted on 26 October 2015. A further reduction to the UK corporation tax rate was announced in the 2016 Budget to further reduce the tax rate to 17% (to be effective from 1 April 2020). This reduction was substantively enacted on 15 September 2016. The deferred tax assets and liabilities at the balance sheet date have been calculated based on the rate of 17% substantively enacted at the balance sheet date.

 

The total tax charge can be reconciled to the accounting profit as follows:

 

Factors affecting tax charge for the year

2016

2015

 

£'000

£'000

Restated

Loss on ordinary activities before tax from continuing operations

(1,447)

(795)

Loss on ordinary activities multiplied at the standard rate of corporation tax in the UK of 20.0% (2015 - 20.3%)

(289)

(162)

Effect of:

Charges / (credits) not deductible for tax purposes

20

(116)

Recognition of / (reduction to) prior year tax losses

-

(152)

Deferred tax not recognised

276

-

Change in tax rate

22

89

Tax charge / (credit) for the year

29

(341)

 

 

 

 

 

 

9

 

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

 

On 4 January 2016, the Group disposed of its 70% interest in iGaming Business Ltd for cash consideration of £14,549,000. As at 30 November 2015, the net assets of iGaming Business Ltd were classified as assets held for sale.

 

On 1 November 2016, the Group disposed of Optimus Professional Publishing Ltd for cash consideration of £1,513,000 plus a completion accounts adjustment of £51,000. Total cash consideration was therefore £1,564,000.

 

On 14 November 2016, the Group disposed of the trade and assets of Speechmark Publishing Ltd for cash consideration of £1,850,000, £185,000 of which is due to be paid on 14 November 2017.

 

Details of the assets and liabilities disposed of, and the calculation of the profit and loss on disposal, are disclosed in note 26.

 

In 2015 the Group disposed of Radcliffe Solutions Ltd and Radcliffe Publishing businesses.

 

The combined results of all discontinued operations included in the results for the current and preceding year are set out below. The comparative profit and cash flows from discontinued operations have been restated to include those operations classified as discontinued in the current year.

 

 

2016

2015

 

Profit for the year from discontinued activities

£'000

£'000

Restated

 

 

Revenue

3,832

11,413

 

Expenses

(5,279)

(10,331)

 

Impairment losses

-

(1,000)

 

(Loss) / profit before tax

(1,447)

82

 

Attributable tax credit / (charge)

39

(1,536)

 

(1,408)

(1,454)

 

Profit / (loss) on disposal of operation (note 26)

12,087

(384)

 

 

Profit / (loss) for the year from discontinued operations

10,679

(1,838)

 

 

 

 

 

 

 

 

The total loss before tax of £1,447,000 comprises a loss from iGaming of £35,000, £1,208,000 losses from Optimus, £208,000 losses from Speechmark and £4,000 of profits from disposals made in prior years. In 2015, profit before tax of £82,000 comprised iGaming profits of £2,374,000, £1,842,000 losses from Optimus, £249,000 losses from Speechmark, £222,000 of Radcliffe Publishing losses, £17,000 of profits from Radcliffe Solutions and £4,000 profits from other disposals. Central costs of £812,000 were allocated to discontinued businesses in 2016 (2015: £1,319,000).

 

The 2015 tax charge attributable to discontinued operations includes £1,163,000 arising from de-recognition of a deferred tax asset as a result of the disposal of iGaming Business. In accordance with International Financial Reporting Standards, the deferred tax charge was recognised at 30 November 2015, despite the disposal after the balance sheet date.

 

 

2016

2015

 

Cash flows from discontinued activities

£'000

£'000

 

 

Net cash (outflows) / inflows from operating activities

(1,969)

689

 

Net cash inflows from investing activities

13,818

581

 

Net cash outflows from financing

-

(185)

 

Net cash inflows / (outflows)

11,849

(1,085)

 

 

 

 

 

 

 

9

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (continued)

 

As noted above, at 30 November 2015, the net assets related to iGaming Business Ltd were classified as held for sale. The major classes of assets and liabilities classed as held for sale were as follows:

 

2015

 

£'000

Goodwill

500

Other intangible assets

75

Trade receivables

638

Prepayments and accrued income

330

Cash and bank balances

1

 

Assets classified as held for sale

 

1,544

Trade payables

346

Taxation

164

Other payables

28

Accruals

380

Deferred income

437

Deferred taxation

13

 

Liabilities associated with assets held for sale

 

1,368

 

Net assets classified as held for sale

 

176

 

 

 

 

10

 

EARNINGS PER ORDINARY SHARE

 

The calculation of earnings per ordinary share is based on the following:

2016

2015

Number

Number

Weighted average number of shares

408,170,695

407,590,795

Adjustment in respect of SIP shares

(337,874)

(619,749)

Weighted average number of shares used in basic earnings per share calculations

407,832,821

406,971,046

Dilutive effect of share options

12,649,261

13,265,034

Weighted average number of shares used in diluted earnings per share calculations

420,482,082

420,236,080

 

 

2016

2015

£'000

£'000

Restated

Profit / (loss) for the year from continuing and discontinued operations attributable to equity holders of the parent

 

9,330

 

(2,523)

(Deduct profit) / add loss from discontinued operations attributable to equity holders of the parent

 

(10,806)

 

2,069

Loss for the period from continuing operations

(1,476)

(454)

Adjustment to earnings (Note 5)

502

(41)

Adjusted loss for the period from continuing operations

(974)

(495)

 

 

 

 

 

10

 

EARNINGS PER ORDINARY SHARE (continued)

 

2016

2015

£'000

£'000

Restated

Earnings / (loss) per share from continuing and discontinued operations

Basic earnings / (loss) per share

2.29p

(0.62)p

Diluted earnings / (loss) per share

2.22p

(0.62)p

Loss per share from continuing operations

Basic loss per share

(0.36)p

(0.11)p

Diluted loss per share

(0.36)p

(0.11)p

Earnings / (loss) per share from discontinued operations

Basic earnings / (loss) per share

2.65p

(0.51)p

Diluted earnings / (loss) per share

2.57p

(0.51)p

Adjusted loss per share

Adjusted basic loss per share

(0.24)p

(0.12)p

Adjusted diluted loss per share

(0.24)p

(0.12)p

 

 

11

GOODWILL

 

Group

2016

2015

£'000

£'000

Cost

1 December

9,978

10,797

Disposals

(9,008)

(319)

Reclassified as held for sale (note 9)

500

(500)

30 November

1,470

9,978

 

Accumulated impairment provisions

1 December

6,928

5,928

Impairment charges for the year

-

1,000

Disposals

(6,928)

-

30 November

-

6,928

Carrying amount

30 November

1,470

3,050

 

Goodwill by segment

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units ('CGUs') that are expected to benefit from that business combination. CGU are identified as individual operating units with specific market and product types, usually derived from the original acquisition. The carrying amount has been allocated to the operating segments as follows:

 

2015

Reclassified from held for sale

Disposals

2015

 

£'000

Restated

£'000

 

£'000

 

£'000

 

Sport

1,470

-

-

1,470

Discontinued operations

1,580

500

(2,080)

-

3,050

500

(2,080)

1,470

 

Goodwill has been restated in the table above to reflect the change in reportable operating segments described in note 3. During the year, goodwill has been reduced by £500,000 as a result of the sale of iGaming Business (classified as held for sale in 2015); £874,000 as a result of the Optimus disposal and £706,000 following the sale of Speechmark.

 

 

Impairment testing methodology

The Group tests each CGU's goodwill for impairment annually or more frequently if there are indications that goodwill might be impaired. There were no impairments recognised in 2016.

 

The recoverable amounts of the CGU are determined from value in use calculations which are estimated using a discounted cash flow model. The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next 3 years and extrapolates further cash flows based on estimated long-term growth of 3%. The rates do not exceed the average long-term growth rate for the relevant markets. The pre-tax rate used to discount the cash flows for SportBusiness is 8.5% which is consistent with 2015.

 

 

11

GOODWILL (continued)

 

The key assumptions across the CGU for the value in use calculations are those regarding revenue growth, profit margin, cash conversion, discount rate and terminal growth rate. The Group has formally approved the budgets used for the initial three years. The terminal growth rates are based on industry growth forecasts. Management estimate discount rates using pre-tax rates that reflect the Group's weighted average cost of capital and the risks specific to the CGU.

 

Management has also conducted sensitivity analysis taking into consideration the impact of reasonably possible changes in the discount factor, budgeted cash flows and growth assumptions. An increase in the discount factor to 11.95% and 0% growth would not give rise to any further impairments.

 

 

12

INTANGIBLE ASSETS

 

Group

Company

Publishing

titles

Other acquired assets

Web design

Computer software

Total

Web design

Computer software

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Cost

1 December 2014

3,243

1,235

1,854

200

6,532

176

142

318

Additions

-

-

286

-

286

26

-

26

Disposals

(714)

-

(321)

-

(1,035)

-

-

-

Written off

(230)

-

(279)

(181)

(690)

(122)

(142)

(264)

Reclassified as held for sale (note 9)

 

-

 

-

 

(166)

 

-

 

(166)

 

-

 

-

 

-

30 November 2015

2,299

1,235

1,374

19

4,927

80

-

80

Reclassified from held for sale (note 9)

 

-

 

-

 

166

 

-

 

166

 

-

 

-

 

-

Additions

-

-

233

18

251

27

7

34

Disposals

(2,299)

-

(1,048)

-

(3,347)

-

-

-

Written off

(1,235)

(113)

(18)

(1,366)

-

-

-

30 November 2016

-

-

612

19

631

107

7

114

Amortisation and impairment

1 December 2014

2,444

1,235

899

200

4,778

154

141

295

Charge for the year

200

-

382

-

582

14

1

15

Disposals

(395)

-

(139)

-

(534)

-

-

-

Written off

(230)

-

(279)

(181)

(690)

(122)

(142)

(264)

Reclassified as held for sale (note 9)

 

-

 

-

 

(91)

 

-

 

(91)

 

-

 

-

 

-

30 November 2015

2,019

1,235

772

19

4,045

46

-

46

Reclassified from held for sale (note 9)

 

-

 

-

 

91

 

-

 

91

 

-

 

-

 

-

Charge for the year

150

-

319

3

472

20

1

21

Disposals

(2,169)

-

(692)

-

(2,861)

-

-

-

Written off

-

(1,235)

(113)

(18)

(1,366)

-

-

-

30 November 2016

-

-

377

4

381

66

1

67

Carrying amount

30 November 2016

-

-

235

15

250

41

6

47

30 November 2015

280

-

602

-

882

34

-

34

 

 

During the year, the Group has written off £1,235,000 of intangible assets and amortisation associated with old assets that have £nil net book value and are no longer used. Major additions in 2016 include the development of the Sport subscription products and enhancement of the Education products prior to the disposal of the Optimus and Speechmark businesses.

 

The Group tests the assets annually for impairment or more frequently if there are indications that they might be impaired following the impairment methodology set out in note 11. Management has also conducted sensitivity analysis taking into consideration the impact of reasonably possible changes in the discount factor, budgeted cash flows and growth assumptions. The results of this analysis indicate no impairments are required.

 

 

 

 

 

 

 

13

PROPERTY, PLANT AND EQUIPMENT

 

Group

Leasehold property improvements

Computer equipment

Fixtures, fittings & equipment

Total

£'000

£'000

£'000

£'000

Cost

1 December 2014

113

65

81

259

Additions

82

13

-

95

Written off

(113)

(60)

(68)

(241)

30 November 2015

82

18

13

113

Additions

-

7

-

7

Disposals

-

-

(6)

(6)

30 November 2016

82

25

7

114

Depreciation and impairment

1 December 2014

101

59

75

235

Charged in the year

61

9

3

73

Written off

(113)

(60)

(68)

(241)

30 November 2015

49

8

10

67

Charged in the year

33

9

3

45

Disposals

-

-

(6)

(6)

30 November 2016

82

17

7

106

Net book value

30 November 2016

-

8

-

8

30 November 2015

33

10

3

46

 

Company

Leasehold property improvements

Computer equipment

Fixtures, fittings & equipment

Total

£'000

£'000

£'000

£'000

Cost

1 December 2014

94

61

59

214

Additions

82

13

-

95

Written off

(94)

(57)

(52)

(203)

30 November 2015

82

17

7

106

Additions

-

6

-

6

30 November 2016

82

23

7

112

Depreciation

30 November 2014

83

55

53

191

Charged in the year

60

9

3

72

Written off

(94)

(57)

(52)

(203)

30 November 2015

49

7

4

60

Charged in the year

33

9

3

45

30 November 2016

82

16

7

105

Net book value

30 November 2016

-

7

-

7

30 November 2015

33

10

3

46

 

14

INVESTMENTS

 

The Company holds more than 20% of the share capital of the following companies, all of which are incorporated in England

 

Subsidiary undertakings:

Class of shareholding

% of shares held

Nature of business

SBG Companies Limited

Ordinary

100%

Publisher

Incentive Plus Limited

Ordinary

100%

Dormant

P2P Publishing Limited

Ordinary

100%

Dormant

Speechmark Publishing Limited

Ordinary

100%

Dormant

Radcliffe Publishing Limited

Ordinary

100%

Dormant

 

 

Company

2016

2015

Shares in subsidiary undertakings

Loans to subsidiary undertakings

Total

Shares in subsidiary undertakings

Loans to subsidiary undertakings

Total

£'000

£'000

£'000

£'000

£'000

£'000

Cost:

At 1 December

13,311

2,595

15,906

13,791

2,595

16,386

Disposal

(148)

-

(148)

(480)

-

(480)

At 30 November

13,163

2,595

15,758

13,311

2,595

15,906

Amounts written off:

At 1 December

11,170

-

11,170

10,006

-

10,006

Impairment in the year

1,600

-

1,600

1,644

-

1,644

Disposal

-

-

-

(480)

-

(480)

At 30 November

12,770

-

12,770

11,170

-

11,170

Net book value:

At 30 November

393

2,595

2,988

2,141

2,595

4,736

 

 

The Group tests the investments annually for impairment or more frequently if there are indications that they might be impaired following the impairment methodology set out in note 11. In 2015 the investment in Radcliffe Publishing Ltd was fully impaired as a result of its sale from £1,227,000 to £nil and the investment in Speechmark was impaired by £417,000 to £1,600,000 to reflect the Board's estimate of its net realisable value. In 2016, £148,000 of investments were disposed of as a result of the Optimus sale, and the investment in Speechmark was fully impaired from £1,600,000 to £nil following the disposal of its trade and assets. Management has also conducted sensitivity analysis taking into consideration the impact of reasonably possible changes in the discount factor, budgeted cash flows and growth assumptions. The results of this analysis indicate no further impairments are required.

 

 

15

DEFERRED TAX

 

GROUP

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

Deferred tax assets

Non-current

523

637

-

-

523

637

-

-

Deferred tax liabilities

Non-current

-

(63)

-

-

Classified as liabilities associated with assets held for sale (note 9)

 

-

 

13

 

-

 

-

-

(50)

-

-

Net position at 30 November

523

587

-

-

 

 

Group

Capital allowances

Tax losses

Goodwill and Intangible assets

Other

Total

 

£'000

£'000

£'000

£'000

£'000

 

1 December 2014

171

1,428

(158)

185

1,626

Debit to income for the year

(78)

(916)

108

(54)

(940)

Debit to equity for the year

-

-

-

(112)

(112)

Classified as liabilities associated with assets held for sale (note 9)

 

13

 

-

 

-

 

-

 

13

30 November 2015

106

512

(50)

19

587

Reclassified from liabilities held for sale

(13)

-

-

-

(13)

Disposed of with subsidiary

13

-

-

-

13

(Charge) / credit to income for the year

(53)

(59)

50

(2)

(64)

30 November 2016

53

453

-

17

523

 

There are accumulated losses of £7,878,000 (2015: £11,105,000) which, subject to agreement with the HM Revenue & Customs, are available to offset future profits of the same trade. Of this, the Group has not recognised tax losses of £5,216,000 (2015: £8,246,000) as management does not believe that recovery is probable.

 

 

 

Company

Capital allowances

Other

Total

 

£'000

£'000

£'000

 

1 December 2014

80

168

248

Charge to income for the year

(80)

(56)

(136)

Charge to equity for the year

-

(112)

(112)

30 November 2015

-

-

-

30 November 2016

-

-

-

 

16

INVENTORIES

 

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

Book inventories

-

622

-

-

 

2015 inventories were written down by £285,000 from a carrying amount of £285,000 down to £nil. The cost of inventories, including the write-down, is included within discontinued activities.

 

 

 

 

17

TRADE AND OTHER RECEIVABLES

 

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

 

Due within one year:

Trade receivables

687

1,069

-

4

Amounts owed by group undertakings (see note 32)

-

-

171

3,391

Other receivables

342

585

184

151

Prepayments and accrued income

216

333

183

195

1,245

1,987

538

3,741

 

The average credit period taken on sales of goods and services is 39 days (2015: 36 days). Standard terms are thirty days but many of the Group's goods and services, such as subscription renewals and events, are invoiced in advance of the delivery date. An allowance is maintained for estimated irrecoverable amounts and has been made with reference to past default experience. The Directors consider that the carrying amount of trade and other receivables approximates to their fair values.

 

The Group's exposure to credit risk and impairment losses related to trade and other receivables are disclosed in note 22.

 

The Group holds no collateral against these receivables at the balance sheet date and charges no interest on its overdue receivables.

 

18

BORROWINGS

 

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

 

Non-current

Bank loans

-

28

-

28

-

28

-

28

Current

Bank loans

-

66

-

66

-

66

-

66

-

94

-

94

 

The effective interest rates and applicable balances at the balance sheet dates are as follows:

 

Group

Company

2016

2015

2016

2015

£'000

£'000

£'000

£'000

Bank loan B (4.73% over the lending Bank's base rate)

-

94

-

94

-

94

-

94

 

 

 

At 30 November there were the following committed undrawn borrowing facilities expiring as follows:

 

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

 

In one year or less - Bank overdraft facility

-

750

-

750

 

 

Bank loan B was fully repaid during the year. Given the Group's significant cash balances, the £750,000 bank overdraft facility has not been renewed.

 

 

 

 

19

TRADE AND OTHER PAYABLES

 

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

 

Trade payables

123

415

71

147

Amounts due to group undertakings (see note 32)

-

-

21,794

7,046

Other payables

125

307

121

260

Accruals

1,462

918

762

263

Total current

1,710

1,640

22,748

7,716

 

Trade, other payables, and accruals principally comprise amounts outstanding for trade and ongoing costs. The average credit period taken for trade purchases is 36 days (2015: 34 days).

 

20

DEFERRED INCOME

 

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

Subscription and events fees received in advance

1,307

1,934

-

-

 

 

21

PROVISIONS

 

 

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

1 December

60

60

60

60

Increase in year

-

60

-

60

Release of provisions in year

-

(60)

-

(60)

30 November

60

60

60

60

Included in current liabilities

60

60

60

60

Provisions of £60,000 were made at 30 November 2015 to reflect anticipated costs arising reflect an estimate of dilapidation costs due on termination of a lease during 2016. During the year, the lease was extended to February 2017, and hence the provision has been retained at 30 November 2016.

 

 

22

FINANCIAL INSTRUMENTS

 

The Group's activities expose the Group to a number of risks including capital risk management, market risk (foreign currency risk and interest rate risk), liquidity risk and credit risk. The policies for managing these risks are regularly reviewed and agreed by the Board.

 

It is, and has been throughout the year under review, the Group's policy that no trading in financial instruments shall be undertaken.

 

Capital management

The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.

 

The capital structure of the Group consists of debt, cash and cash equivalents and equity attributable to holders of the parent, comprising issued share capital, reserves and retained earnings. Consistent with others in the industry, the Group reviews the gearing ratio to monitor the capital. This ratio is calculated as the net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as equity (including capital, reserves and retained earnings). This gearing ratio will be considered in the wider macroeconomic environment. With the current restraints on the availability of finance and economic pressures the Group has lowered its gearing ratio expectations and has reduced debt considerably in the last five years.

 

Categories of financial instruments

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1 to the financial statements.

 

 

 

 

 

22

FINANCIAL INSTRUMENTS (continued)

 

 

Group

Company

2016

2015

2016

2015

Notes

£'000

£'000

£'000

£'000

Financial assets

Loans and receivables

Trade receivables

17

687

1,069

-

4

Other receivables

17

342

585

355

3,542

Accrued income

54

15

24

-

Cash and cash equivalents

27

12,976

542

12,943

468

Assets held for sale

9

-

737

-

-

Total financial assets

14,059

2,948

13,322

4,014

Financial liabilities

Amortised cost

Bank loans and overdrafts

18

-

94

-

94

Trade payables

19

123

415

71

147

Other payables

19

125

307

21,915

7,306

Accruals

19

1,462

918

762

263

Provisions

21

60

60

60

60

Deferred income

20

1,307

1,934

-

-

Liabilities associated with assets held for sale

9

-

1,355

-

-

Total financial liabilities

3,077

5,083

22,808

7,870

 

Liquidity risk

Cash balances are placed so as to maximise interest earned while maintaining the liquidity requirements of the business. When seeking borrowings, the Directors consider the commercial terms available and consider whether such terms should be fixed or variable and are appropriate to the business. The Directors review the placing of cash balances on an ongoing basis. Surplus cash balances arising from the disposals during the year are credited to NatWest Bank's instant access, Special Interest Bearing Account. The financial assets of the group at 30 November 2016 were mainly designated in sterling and earned floating rate bank interest.

 

The Group aims to ensure that sufficient cash is generated in the operating cycle to meet the contractual cash flows through effective cash management.

 

Interest rate risk

The Group and company's interest rate exposure arises mainly from interest bearing borrowings. Contractual agreements entered into at floating rates expose the entity to cash flow risk while any fixed rate borrowings would expose the entity to fair value risk.

 

The tables below show the Group's financial assets and liabilities split by those bearing fixed and floating rates and those that are non-interest bearing.

 

 

Interest rate risk

Floating rate

Non-interest

bearing

Total

£'000

£'000

£'000

At 30 November 2016

Cash and cash equivalents

12,976

-

12,976

Trade and other receivables

-

1,083

1,083

12,976

1,083

14,059

Trade and other payables

-

1,710

1,710

Deferred income

-

1,307

1,307

Provisions

-

60

60

-

3,077

3,077

At 30 November 2015

Cash and cash equivalents

542

-

542

Trade and other receivables

-

1,669

1,669

Assets held for sale

1

736

737

543

2,405

2,948

Trade and other payables

-

1,640

1,640

Deferred income

-

1,934

1,934

Borrowings

94

-

94

Provisions

-

60

60

Liabilities associated with assets held for sale

-

1,355

1,355

94

4,989

5,083

 

22

FINANCIAL INSTRUMENTS (continued)

 

The Group has derived a sensitivity analysis based on a 1% change in the floating interest rate charged on its interest bearing financial liabilities:

 

2016

2015

£'000

£'000

Impact on equity and profit after tax

1% increase in base rate of interest

-

(1)

1% decrease in base rate of interest

-

1

 

 

The undiscounted contractual cash flows, including interest payments, are set out in the tables below.

 

UNDISCOUNTED CONTRACTUAL CASH FLOWS

Group

In less than

one year

Between one

and two years

Total

£'000

£'000

£'000

Provisions

60

-

60

Other liabilities

3,017

-

3,017

At 30 November 2016

3,077

-

3,077

Bank loans and overdrafts

72

30

102

Provisions

60

-

60

Other liabilities

4,929

-

4,929

At 30 November 2015

5,061

30

5,091

 

 

 

UNDISCOUNTED CONTRACTUAL CASH FLOWS

Company

In less than one year

Between one and two years

Total

£'000

£'000

£'000

Other liabilities

22,808

-

22,808

At 30 November 2016

22,808

-

22,808

Bank loans

72

30

102

Other liabilities

7,776

-

7,776

At 30 November 2015

7,848

30

7,878

 

Other liabilities are not interest bearing and are unsecured.

 

Foreign exchange risk

The Group and Company operates principally in the United Kingdom and as such the majority of the Group and Company's financial assets and liabilities are denominated in sterling and there is no material exposure to exchange risks.

 

The Group and Company does suffer some exposure to exchange risk as a proportion of its business is overseas. Where the Group and Company enters into significant contracts denominated in overseas currencies it is not currently the Group and Company's policy to mitigate exchange risk by entering into forward currency contracts. The Group and Company attempt to mitigate its exposure by offsetting liabilities against foreign currency receipts as far as is possible.

 

Credit risk

The Group's principal financial assets are cash and cash equivalents, trade and other receivables and accrued income which represent the Group's maximum exposure to credit risk in relation to financial assets.

 

The Group's credit risk primarily relates to trade and other receivables and accrued income. The amounts presented in the balance sheet are net of allowances for doubtful receivables, as estimated by the Group's management.

 

The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

 

The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

 

 

 

22

FINANCIAL INSTRUMENTS (continued)

 

The following table provides analysis of trade receivables that were past due at 30 November, but not impaired. The Group believes that the balances are ultimately recoverable based on a review of past payment history and the current financial status of the customers.

 

Ageing of receivables past due but not impaired

2016

2015

£'000

£'000

30-60 days

72

300

60-90 days

73

153

90-120 days

14

65

Greater than 120 days

28

-

187

518

 

The Group's policy is that debt is payable within 30 days. The older debt above includes conferences and subscription renewals, which have been billed in advance of delivery so some payments may be delayed by customers.

 

 

Movement in the provision for impairment for trade receivables:

2016

2015

£'000

£'000

Opening balance at 1 December

(248)

(158)

Provision for receivables impairment credited / (charged)

35

(90)

Reduction in provision resulting from business disposals

181

-

Closing balance at 30 November

(32)

(248)

 

Fair value

The Directors consider that the fair values of the Group's financial instruments do not significantly differ from their book values.

 

23

SHARE CAPITAL

 

The Company does not have an authorised share capital in either year.

 

Allotted, issued and fully paid:

2016

2015

Ordinary shares

Ordinary shares

£'000

£'000

As at 1 December

4,076

4,076

Issue of share capital

11

-

As at 30 November

4,087

4,076

 

A reconciliation of the movements in issued ordinary share capital is as follows:

Number of shares

Total share capital

Share price at issue

Number

£'000

Pence

At 1 December 2014

407,590,795

4,076

At 30 November 2015

407,590,795

4,076

27 May 2016

Share issue at 1.0 pence per share

1,134,992

11

3.65p

At 30 November 2016

408,725,787

4,087

 

The share issue on 27 May 2016 related to the exercise of share options by a former employee. There have been no shares issued since the year end.

 

 

24

RESERVES

 

The reserve for own shares relates to the employee Share Incentive Plan (note 28a) under which the Group owns 1,241,780 shares (2015: 1,465,391 shares).

 

25

NON-CONTROLLING INTEREST

 

The Group's non-controlling interest in both 2016 and 2015 was composed entirely of equity interests and represents the non-controlling interest of 30% in iGaming Business Limited.

26

BUSINESS COMBINATIONS

 

As described in note 9, on 4 January 2016, the Group disposed of its 70% interest in iGaming Business. The Group also disposed of Optimus Professional Publishing on 1 November 2016 and the trade and assets of Speechmark Publishing on 14 November 2016. Details of the assets and liabilities disposed of, and the calculation of the profit and loss on disposal are given in the table below.

 

 

2016

2016

2016

2016

 

£'000

£'000

£'000

£'000

 

iGaming

Optimus

Speechmark

Total

 

Non-current assets

Goodwill

500

874

706

2,080

Intangible assets

71

235

176

482

 

Current assets

Cash

220

653

-

873

Inventories

-

-

690

690

Trade and other debtors

1,003

768

-

1,771

Intercompany

1,550

20

-

1,570

Deferred tax

-

14

-

14

 

Current liabilities

Trade and other payables

(737)

(377)

-

(1,114)

Deferred income

(922)

(1,135)

-

(2,057)

Current and deferred tax

(44)

-

-

(44)

Net assets disposed of

1,641

1,052

1,572

4,265

Consideration received

14,549

1,564

1,850

17,963

12,908

512

278

13,698

Directly attributable costs of disposal

1,116

312

183

1,611

Profit on disposal included in discontinued operations

11,792

200

95

12,087

Net cash inflow arising on disposal

Consideration

14,549

1,564

1,850

17,963

Less directly attributable costs of disposal

(1,116)

(312)

(183)

(1,611)

13,433

1,252

1,667

16,352

Less cash disposed of

(220)

(653)

-

(873)

Less settlement of intercompany balance

(1,550)

(20)

-

(1,570)

Net cash inflow

11,663

579

1,667

13,909

 

 

 

 

26

BUSINESS COMBINATIONS (continued)

 

On 28 January 2015, the Group disposed of Radcliffe Solutions Ltd ("RSL") and on 19 June 2015, the Group disposed of the Radcliffe Publishing business ("RP"). The contractual effective date of the disposal, and the date on which control over the business passed to the buyer was 31 May 2015. Details of the assets and liabilities disposed of, and the calculation of the profit and loss on disposal are given in the table below.

 

2015

2015

2015

 

£'000

£'000

£'000

 

RSL

RP

Total

 

Non-current assets

Goodwill

-

319

319

Intangible assets

-

502

502

Property, plant and equipment

5

-

5

 

Current assets

Inventories

-

412

412

Other debtors

29

-

29

 

Current liabilities

Other payables

(33)

(5)

(38)

Deferred income

(49)

(75)

(124)

Net (liabilities) / assets disposed of

(48)

1,153

1,105

Consideration received

121

957

1,078

169

(196)

(27)

Directly attributable costs of disposal

97

260

357

Profit / (loss) on disposal included in discontinued operations

72

(456)

(384)

Net cash inflow arising on disposal

Consideration

121

957

1,078

Less directly attributable costs of disposal

(97)

(260)

(357)

Net cash inflow

24

697

721

 

 

 

27

ANALYSIS OF CHANGES IN NET CASH

 

Group

At 1 December 2015

Cash flow

At 30 November 2016

£'000

£'000

£'000

 

Cash at bank and in hand

542

12,434

12,976

Classified as held for sale

1

(1)

-

Cash and cash equivalents

543

12,433

12,976

Bank loans due within one year

(66)

66

-

Debt due within one year

(66)

66

-

Bank loans due after one year

(28)

28

-

Debt due after one year

(28)

28

-

Net cash

449

12,527

12,976

 

 

 

 

28

SHARE BASED PAYMENTS

 

The Company has the following option or share ownership schemes and warrants in issue. All the schemes use the Monte Carlo valuation method except for the Long Term Incentive Plan which uses the Black Scholes Method. The relevant inputs for each scheme have been outlined below:

 

2015

2014

Black Scholes

Monte Carlo

Black Scholes

Monte Carlo

Expected life (years)

3.00 - 3.25

4.80

3.00 - 3.25

4.80

Risk free rate (%)

4.8039 - 4.9315

3

4.8039 - 4.9315

3

Volatility (%)

30.473 - 31.1165

49.66

30.473 - 31.1165

49.66

Dividend yield (%)

0

0

0

0

Weighted average share price (p)

2.10

2.38

2.10

2.38

Weighted average exercise price (p)

1.00

1.50

1.00

1.50

 

The volatility of the Company's share price on each date of grant was calculated as the average of the standard deviations of daily continuously compounded returns on the stock of the Company, calculated back over a period commensurate with the expected life of the option. The risk-free rate used is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity equal to the expected life of the option. It was assumed that options would be exercised within two years of the date on which they vest. The number of options exercisable for each scheme at the year-end is based on the year end share price.

 

There have been no transactions with non-employees.

 

a

Share Incentive Plan

 

In September 2005, the Group introduced a Share Incentive Plan (SIP) and has run it in three further years (2006, 2007 and 2010). Under this plan the employees are eligible to acquire shares in the following ways:

· Free Shares

· Partnership Shares

· Matching Shares

 

The Free shares were available to all eligible employees and the shares must be held in the trust for a minimum period of 3 years unless the employee leaves the Company, in which case the Free shares may either be forfeited or withdrawn from the Plan.

 

Partnership shares were available for purchase by employees at current market value. Employees could invest any amount from between £10 - £1,500 (or 10% of the employee's salary if lower). The Partnership shares were matched by the Matching shares on a 1 for 1 basis in 2010 (2 for 1 basis in 2006 and 2005).

 

The Partnership and Matching shares must be held in the Trust for a minimum of 3 years unless the employee leaves the Company in which case the Free shares may either be forfeited or withdrawn from the Plan. All of the shares were purchased at fair value in the market and the cash cost of the Partnership shares was expensed in the year of issue. The total fair value of the options granted in the year was £nil (2015: £nil).

 

2016

2015

Number of options

Weighted average exercise price

Number of options

Weighted average exercise price

Outstanding at the beginning of the period

619,749

6.75

684,925

6.75

Withdrawn during the period

(281,875)

7.09

(65,176)

5.46

Outstanding at the end of the period

337,874

6.72

619,749

6.89

Exercisable at the end of the period

337,874

6.72

619,749

6.89

 

The weighted average remaining contractual life of share options outstanding at the end of the period was 2 years (2015: 3 years). The exercise price of the outstanding options ranges from 4.75 - 10.37 pence, but was paid at the outset on these options and nothing will be receivable by the Group.

 

 

 

28

SHARE BASED PAYMENT (continued)

 

 

b

Long Term Incentive Plan

 

In November 2007, the Group introduced a Long Term Incentive Plan ('LTIP'), under which at that time 14 members of senior management were granted a maximum of 5,658,824 share options dependent on performance criteria. The options, all with an exercise price of 1 pence, vested in February 2010 as the performance criteria of the Company achieving an average of at least 15% annualised adjusted earnings per share growth over the three years to November 2009 was met, although the maximum criteria which required growth of 25% per year was not. During the year, 141,915 vested options were forfeited and 134,992 options were exercised at 1 pence leaving 692,267 of the vested options remaining at 30 November 2016 (2015: 969,174). The weighted average remaining contractual life of these options is 1 year (2015: 2 years).

 

In 2010 a new LTIP scheme was launched in two parts, a Profit Growth Plan ('PGP') and a Share Price Growth Scheme ('SPGS').

 

Under the PGP, 8 members of senior management were granted a maximum of 9,650,000 options in April 2010 to acquire shares in the Company at nominal value under a new 2010 Company Share Option Plan ("2010 Plan"). The scheme was subject to performance conditions relating to the growth in adjusted operating profit (note 5) in the business unit for which the participant was responsible over the two years to 30th November 2011 or, in the case of Directors, the Group as a whole. Vesting rights in these options accrued if profit growth exceeded certain minimum growth thresholds that were set for each individual business unit and ranged from 3% to 8% per annum. During the year, 1,000,000 options were exercised at 1 pence and 500,000 were forfeited. The number of vested options outstanding at 30 November 2016 is nil (2015: 1,500,000).

 

 

2016

2015

Number of options

Weighted average exercise price

Number of options

Weighted average exercise price

Outstanding at the beginning of the period

2,469,174

1.00

2,469,174

1.00

Forfeited during the period

(641,915)

1.00

-

1.00

Exercised during the period

(1,134,992)

1.00

-

-

Expired during the period

-

-

-

-

Outstanding at the end of the period

692,267

1.00

2,469,174

1.00

Exercisable at the end of the period

692,267

1.00

2,469,174

1.00

 

The weighted average remaining contractual life of share options outstanding at the end of the period was 1 year (2015: 3 years). For all share options outstanding at the year end the exercise price was 1.0p

 

 

c

The 2013 Award

 

In December 2013, the Group made a new award of share options ("2013 Award"). Options were granted to the two Executive Directors, the non-Executive Chairman and two other members of management. Options under this plan are exercisable at the 2012 placing price of 1.5p and will vest according to a scale if the Company's average share price, over any four-month period after the date of grant, exceeds a target share price. The target share price is 3.5p for 27.1% of the options, 5.0p for 20.8% of the options, 6p for 13.0% of the options, 7p for 13.0% of the options, 8p for 13.0% of the options and 9p for the remaining 13.0% of the options. A maximum of 78,090,157 ordinary shares may be issued under the 2013 Award. Where individual options have vested, up to 10% of the vested shares may be exercised from 12 months following vesting, up to 20% from two years and up to 30% from three years. Subject to the vesting conditions, unexercised options may be exercised from September 2018 until they expire in September 2022.

 

2015

2014

Number of options

Weighted average exercise price

Number of options

Weighted average exercise price

Outstanding at the beginning of the period

75,513,182

1.5

75,513,182

1.5

Outstanding at the end of the period

75,513,182

1.5

75,513,182

1.5

Exercisable at the end of the period

4,088,612

1.5

2,044,306

1.5

 

The weighted average remaining contractual life of share options outstanding at the end of the period was 6 years (2015: 7 years). The exercise price of the outstanding options is 1.5p.

 

 

 

 

29

COMMITMENTS UNDER OPERATING LEASES

 

The minimum lease payments under non-cancellable operating lease rentals are in aggregate as follows:

 

Land and buildings

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

 

Within one year

82

69

82

69

Between two and five years

-

-

-

-

82

69

82

69

 

Operating lease payments represent rentals payable by the Group for its office properties. Leases are negotiated for an average term, excluding break clauses, of 0.5 years (2016: 1 year) and rentals are fixed for an average of 0.5 years (2016: 1 year).

 

 

Plant and machinery

Group

Company

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

Within one year

2

4

2

4

Between two and five years

-

2

-

2

-

6

-

6

 

Operating lease payments represent rentals payable by the Group for printers and copiers. Leases are negotiated for an average term, excluding break clauses, of 3 years (2015: 3 years) and rentals are fixed for an average of 3 years (2015: 3 years).

 

 

31

CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

 

There are no capital commitments at the balance sheet date (2015: £nil).

 

32

RELATED PARTY TRANSACTIONS

 

Group related party balances held at November 2016 and 2015 are unsecured.

 

Subsidiaries

The Group's 70% (2014: 70%) owned subsidiary, iGaming Business Ltd, was disposed of on 4 January 2016. At 30 November 2016, it was owed £nil (2014: £7,774,000) by other Group undertakings and owed £nil (2015: £6,078,000), including debt due from the Company of £nil (2015: £6,078,000), after being charged costs and allocated staff time in the period prior to its disposal of £99,000 (2015: £1,157,000).

 

Advisory Services

From time to time, the Board receives financial advice from Trillium Partners Limited ("Trillium Partners"). Trillium Partners is a specialist media advisory firm, in which voting control of 50.0% (2015: 50.0%) is held by Stephen Routledge, who was a non-executive Director of Electric Word plc until his resignation on 31 August 2016. As set out in the 18 December 2015 shareholder circular, the Group was charged fees of £480,000 in January 2016 in connection with the disposal of iGaming Business Ltd as disclosed in note 9. There were no fees paid to Trillium in 2015.

 

Company

The table below sets out the transactions and balances with other group undertakings:

 

Balance

Transactions in year

Receivable / (payable)

Income / (expenditure)

2016

2015

2016

2015

 

£'000

£'000

£'000

£'000

iGaming Business Limited

-

(1,696)

1,696

3,531

Incentive Plus Limited

(14)

-

(14)

14

Speechmark Publishing Limited

(3,462)

(939)

(2,523)

2,978

Optimus Professional Publishing Limited

(21)

3,220

(3,241)

329

P2P Publishing Limited

(32)

(9)

(23)

(42)

SBG Companies Limited

(18,265)

(4,402)

(13,863)

(5,187)

Radcliffe Publishing Limited

-

-

-

(2,597)

Radcliffe Solutions Limited

-

-

-

-

Electric Word Employee Benefit Trust

171

171

-

-

(21,623)

(3,655)

 

The nature of the transactions with group undertakings comprises salary recharges, recharges of various trading activities, waiver of intercompany balances in relation to business disposals, and cash transfers. All intra-group balances are payable on demand and non-interest bearing.

 

Key management personnel

For details of related party transactions with key management personnel, see the Remuneration Report.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR BLGDDGGBBGRX

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