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Preliminary Results

15th Feb 2012 07:00

RNS Number : 4333X
Electric Word PLC
15 February 2012
 



 

 

 

 

 

 

15th February 2012

 

ELECTRIC WORD PLC

 

Preliminary Results to 30 November 2011

 

Electric Word, the specialist media company, announced today audited results for the year ended 30 November 2011.

 

KEY FINANCIAL POINTS

 

·; Results in line with October 2011 trading update

·; Revenue of £15.1m up 4% as acquisitions contribute 13%

·; Growth in Business Information division partially offsets weaker public sector sales in Professional division

·; Group adjusted profit before tax* down 26% to £1.4m

o 60% profit* growth in Business Information (14% organic, 46% acquired)

o Loss of high margin Education subs & delegates hit Professional profits

·; Cash generation† 95% of adjusted EBITA*

·; Statutory loss before tax of £4.7m (2010: £0.8m profit) following one-off restructure costs of £1.3m and non-cash impairment charges of £3.8m

·; Gross debt† paid down to £1.1m (2010: £1.5m)

 

* Adjusted numbers, as set out in note 5, exclude amortisation and impairment of goodwill and intangible assets, restructuring and acquisition-related costs, and share based payment costs, as well as the tax impact of those adjusting items and any non-cash tax credits and charges (which relate to movements on deferred tax such as the use of tax losses or tax credits from the recognition of tax losses).

 

Adjusted conversion excludes non-trading payments such as working capital injections into acquired businesses and restructuring or acquisition-related costs as paid and is set out in the Operating and Financial Review. Debt includes bank overdrafts and loans, but excludes deferred and contingent consideration.

 

 

KEY OPERATIONAL POINTS

 

·; Restructure into 3 new market-facing divisions for start of 2012:

o Education: new product developed to benefit from structural changes

o Health: consolidated late 2010 entry into Health sector with April 2011 acquisition of HR software provider Ikonami

o Sport & Gaming: contract buyout of Gaming events partner exceeds Board's expectations and increases divisional margin* to 28% (2010: 19%)

·; £0.5m invested in new online platform, products and back office systems:

o Education online support service launched January 2012

o Consistent website platform developed for roll-out across business in 2012

o Warehousing outsourced and new fulfilment and CRM systems implemented

·; Restructured areas in Education with further profit risk or poor strategic fit:

o Management book products closed or repurposed

o Reduced exposure to commerce and consumer

o Write off or impairment of non-cash assets in difficult areas

·; Current trading is in line with the Board's expectations for 2012

 

 

Julian Turner, Chief Executive of Electric Word, commented:

"2011 has been a transitional year for Electric Word. The Group has undergone significant change and made strategic progress in challenging market conditions.

 

The Group is now focused around three key markets and has a strong platform in each of these markets to build upon in the coming year. We have developed new products and services to position us well for future growth and look forward to the many opportunities for the Group ahead."

 

Financial summary (£'000)

2011

2010

Change

Revenue

15,123

14,607

4%

Gross Profit

7,400

7,006

6%

Adjusted EBITA*

1,479

1,996

(26)%

Adjusted profit before tax*

1,388

1,943

(29)%

Less: amortisation and impairment

(4,708)

(623)

Less: acquisition-related and restructuring costs

(1,295)

(369)

Less: share based payment charges and costs

(69)

(187)

(Loss) / profit before tax (PBT)

(4,684)

764

Diluted earnings per share

(1.52)p

0.19p

Adjusted diluted earnings per share*

0.24p

0.58p

Adjusted cash conversion of operating profits for year†

95%

88%

Net (debt) / funds†

(820)

646

 

* Adjusted numbers, as set out in note 5, exclude amortisation and impairment of goodwill and intangible assets, acquisition-related and restructuring costs, and share based payment costs, as well as the tax impact of those adjusting items and any non-cash tax credits and charges (which relate to movements on deferred tax such as the use of tax losses or tax credits from the recognition of tax losses).

 

Adjusted conversion excludes non-trading payments such as working capital injections into acquired businesses and restructuring or acquisition-related costs as paid and is set out in the Operating and Financial Review. Debt includes bank overdrafts and loans, but excludes deferred and contingent consideration.

 

Revenue by activity

2011

2010

£'000

£'000

Subscriptions

4,071

27%

3,406

23%

Event delegates and training

2,048

14%

2,226

15%

Books and reports

3,974

26%

3,428

24%

Sales of content

10,093

67%

9,060

62%

Advertising, sponsorship and exhibitions

3,262

21%

3,356

23%

Bespoke publishing and consultancy services

550

4%

358

2%

Commerce

1,218

8%

1,833

13%

Sales of access to communities

5,030

33%

5,547

38%

Total

15,123

100%

14,607

100%

 

 

In accordance with AIM Rule 19, the audited report and accounts of the Company for the year ended 30 November 2011 have been posted to the Company's website at www.electricwordplc.com. The printed version, together with details of the Annual General Meeting, will be posted to shareholders in due course.

 

ENDS

Enquiries:

 

Electric Word

Julian Turner, Chief Executive

020 7954 3470

Panmure Gordon

020 7459 3600

Andrew Potts

FTI Consulting

020 7831 3113

Charles Palmer / Clare Thomas

 

Notes to Editors

 

Electric Word plc is a specialist media company operating in attractive and information-hungry markets, providing information in a wide range of formats through three divisions in 2011:

 

·; Professional:provides professional development, compliance and other resources to the public sector through professional communities in education and healthcare, including school leaders and managers, teachers, special needs and speech therapy professionals, and General Practitioners and practice managers - primarily in the UK.

·; Business information: provides insight and analysis across the business of sport (for international sports federations, brands and sponsors, broadcasters and media, major event organisers), and the global online gaming industry, for both the affiliates that market the gaming sites and the industry itself.

 

·; Specialist consumer: provides high-quality content, mainly online, in sport and health, aimed at competitive athletes and coaches and sports injury professionals, and in education, providing information for parents to support their children's schooling and development.

 

The range of products and services offered to these communities include subscription websites, journals, magazines, events, training, books, special reports and research and consultancy. We aim to go beyond being an information provider and support our customers in achieving their key objectives through higher-value advice, compliance reporting, professional development and critical data.

 

CHAIRMAN'S STATEMENT

 

2011 has been a transitional year in which the Group has implemented significant change and made strategic progress against a challenging background.

 

Despite the year going beyond even our own expectations in the degree of difficulty faced by the public sector markets, the Group remained profitable at a trading level*, operationally cash generative and further paid down debt. This was achieved at the same time as making a number of investments in new businesses, products and systems.

 

The year ends with the Group stronger, leaner and reorganised around three key markets: Health, Education, and Sport & Gaming, each with the potential for further growth and scale.

 

In late 2010 and through 2011 the Group started to bring together a portfolio of professional education and compliance products aimed at the Health sector. This exciting new development comes as Health services are moving into a period of profound change, including new compulsory continuing educational standards and structural decentralisation. We see Health as a sound strategic fit with our existing Education activities as the businesses share skills and experiences in two fast-changing but connected markets where reliable information can be vital.

 

The Business Information division saw profit margins* climb to 28%. This was driven by the strength of our brands in the sport and online gaming sectors combined with a receptive market and an increased investment in the division. An important part of that was the buyout of its contract partner in the gaming affiliate marketing events which helped simplify the management of that business and demonstrate its underlying margin. The acquisition has already returned 37% of the acquisition price in its first year.

 

The Education sector has been suffering from funding uncertainty and therefore reduced confidence since the middle of 2010. In that environment it has of course been important for the management to trim costs and remove unprofitable activity wherever possible through the downturn. That process was started in 2009-10 and has continued into this year but it has been accompanied by some more profound changes to the cost structure of the business as digital migration accelerates and we reduce our exposure to lower-value product areas and carry less physical stock. This has been accompanied by some prudent write-downs in our Education assets which, though disappointing, leave the Group's Education business clearly focused on its key growth opportunities: the new online subscription service for schools which launched in January 2012 and the conferences business which now appears to be stabilising and to which we are now adding new in-school training products.

 

It is encouraging to see the Group emerging from this year having learnt so much about itself and its markets. The sense now is of a stronger and more focused business with good market positions and a platform to support future growth in each of our market sectors. Increasingly, that growth is coming from products and services that go beyond providing important information and help our customers achieve key objectives for themselves and their organisations. As we emerge from a difficult year, the Group can reflect on much that has been achieved in laying the foundations of the future and look forward to many new opportunities ahead.

 

 

 

 

Peter Rigby

Chairman

14 February 2012

 

CHIEF EXECUTIVE'S STATEMENT

 

Strategic overview

The Group is a specialist media business targeting information hungry markets. We provide content in many different formats and the Group's diversity has enabled it to develop competencies in one sector which can then be transferred to another as opportunities arise.

 

Our approach is to identify a niche community within our market sectors, say a managerial role within a school or a commercial director responsible for sports rights, and fulfil their key information, best practice and compliance needs. Increasingly, our aim is to provide higher-value services that help our customers to achieve their key personal and organisational objectives.

 

 

Divisional review

 

Professional division

 

The division provides specialist management and professional development information for school teachers, general practitioners and other professionals working in schools and primary health care.

 

£'000

2011

2010

Change

Total

Acquisition

Organic

Total

Organic

Revenue

9,343

1,831

7,512

9,058

(17)%

Adjusted EBITA*

894

267

627

1,887

(67)%

Profit margin

10%

15%

8%

21%

 

Year of investment in Education and Health as new market opportunities emerge

 

Revenue was down by 17% on an organic basis on the prior year as the severe slowdown in spending in these markets from midway through last year showed only limited signs of relenting. Optimus Education has used this period of slower sales to redevelop its education portfolio to be ready for the market returning to normality. There is now some evidence that the market is starting to be more confident about future funding and receptive to products which support the continued trend away from centrally-provided support. This creates a good opportunity to rebuild profits as the need for information and professional development support is greater than ever at a time of significant structural change and further devolution of management control to schools. Over the next two to three years there is a significant opportunity for the Group to increase its share of the professional development market in schools as the new generation of products that have been developed gain traction.

 

Profits have suffered more than revenues here through a number of factors. First, the education business lost high-margin, incremental subscribers and delegates year on year. The first half of 2010 saw record event profits with events front-loaded into the first half of the year before the May election, and several record attendances exacerbated this effect. 2010 margins were further boosted by the cost reductions enacted ahead of the expected downturn, while the revenue impact affected the second half of 2010 only. Marketing spend has been maintained in 2011, particularly for events and the key subscriptions products, and that activity generated less revenue per pound spent than previously, while still bringing a positive return. Finally, content investment has been deepened for the online transition and to cover the change happening in the sector.

 

Costs and marginal product have again been cut out this year where appropriate but not at the expense of market position or future profits or prospects. Two significant product changes have taken place.

 

The first is where Optimus has over the last three years been investing heavily into building a school management and professional development booklist with the objective of repeating the high recurring profit margins earned by Speechmark's equivalent list. With the fast pace of change and further fragmentation of the Education system, we found that many books in a previously successful large-scale, high-price format were too slow and costly to produce and the professional development and training value they contained was not sufficiently apparent to customers. Much of the content that would previously have appeared in book format is now being redeveloped either as part of our enhanced subscriber websites or as new products specifically designed for in-school training, with the option of being self-delivered or by an expert trainer. As a result the back list of printed books has been heavily provided against this year as the division focuses on more profitable and appropriate formats.

 

The second significant product change is the launch in January 2012 of the Optimus online subscription service. This replaces the old fourteen role-specific paper newsletters with seven broader sites which include the news and case studies from the relevant newsletters but add new areas of essential content that is continuously updated as requirements change, improved search and the facility for schools to get particular questions about areas of concern answered by expert panellists. Access to the sites will be sold in packages and a school taking all seven will get comprehensive support for the key managerial roles.

 

In Health, the acquisitions of Radcliffe and Ikonami (rebranded Radcliffe Solutions) have performed in line with expectations and achieved margins of 15% in their first year. Much organic growth opportunity exists in these two businesses, which now share the Radcliffe name. Radcliffe's respected journals and books provide both academic rigour and exam support in medical education and a wide range of other professional development books. The new Radcliffe Solutions business provides software to enable NHS trusts to manage and report on their compliance obligations in staff training as well as supporting other strategic workforce initiatives. The objective in 2012 is to integrate the businesses operationally, ensure product development and marketing investments are aligned, and start to take advantage of the online platform investment in other parts of the business to develop new digital products. To date all businesses have been moved into the Group's two properties and moved onto the Group's back office services and systems.

 

2012 looks set to be a busy and exciting year with so much change in the market and new opportunities to build on the platforms created in 2011. There is every reason to expect the Education division, over time, to rebuild its profits to previous levels and in the Health sector the Group is developing an opportunity that could prove at least as significant.

 

 

Business information division

 

The division is an international provider of business insight and analysis for the sports and online gaming sectors, with skills and experience across a range of media from online subscriptions to live events and from daily news to bespoke research.

 

£'000

2011

2010

Change

Total

Acquisition

Organic

Total

Organic

Revenue

4,721

-

4,721

4,431

7%

Adjusted EBITA*

1,339

387

952

837

14%

Profit margin

28%

20%

19%

 

Profits up 60% as organic revenue grows 7% and contract buyout boosts margin to 28%

 

The division grew revenue by 7% year on year, largely as a result of the continued success and expansion of its events aimed at affiliates in the online gaming market but aided by many successes across both sectors within the Division. The affiliate events and publishing business, which operates under the iGB Affiliate brand, had been involved in a marketing arrangement with a business partner who helped the initial establishment of this successful business and has since received fees based on the profits of the business. In January 2011 this partner was bought out of their rights and obligations under the joint venture agreement and fees previously paid to the partner will now remain within the Group, with effect from December 2010. The Division's profit has grown by 60% in the year with 14% of that organic and the remainder coming from the contract buyout.

 

Advertising and sponsorship remain robust across the Division while it continues to mine the unique opportunities presented by its strong positions in both sectors. In gaming, the success of the events has been supplemented by growth in information sales, both in subscriptions and reports. In sport, the unique blend of market knowledge from its leading publications, notably Sports Business International and TV Sports Markets, and its skills as a communications partner has allowed the team to win several contracts to help organisations promote themselves within the world of sport, whether through magazines, online publications or events.

 

The migration over the last two years of TV Sports Markets from a traditional newsletter into a higher-value online subscription continues to be a success, both in customer feedback and the growing revenue base. Its format of reporting, insight, data analysis and online accessibility is now being mirrored with the launch at the end of the year of Sports Markets Frontiers, an equivalent product for the sponsorship market. Digitalisation has continued into 2012 with site-licensed versions of top-selling reports and a new TV Sports Markets app in January 2012. Meanwhile changes in the regulatory environment are starting to open new opportunities for iGaming Business in the USA which will become an important focus in 2012.

 

Specialist consumer division

 

This division operates in two niche consumer markets which are complementary to its Professional division:

·; competitive sports athletes and coaches and related injury professionals (Sports Performance); and

·; helping parents to support their children's educational development (The School Run, formerly My Child).

The division is principally online focussed with significant active web communities already being serviced.

 

£'000

2011

2010

Change

Revenue

1,059

1,118

(5)%

Adjusted EBITA*

(39)

4

(1075)%

Profit margin

(4)%

-%

 

Sports Performance grew profits in the year and has the potential to develop valuable synergies with Radcliffe's Health publishing with its professional development support for individual sports coaches (through Peak Performance) and physiotherapists (through Sports Injury Bulletin). Both websites are expected to benefit from rolling out the Group's new online platform in 2012.

 

The School Run in particular suffered in 2011 from changes in the algorithms Google uses to run searches in order to try and avoid commercialisation of those results. This has slowed down the progress to profitability for The School Run, which was expecting to continue the high level of subscriber growth it achieved in 2010. As a result, its goodwill has been fully impaired this year.

 

 

Central costs

 

These costs represent central PLC costs which are not directly related to the divisional trading and are not therefore included in their results. They include Board fees and costs related to being both a PLC and a consolidated Group.

 

£'000

2011

2010

Change

Adjusted EBITA*

(715)

(732)

2%

As % of Group revenue

5%

5%

Net interest payable*

(91)

(53)

(72)%

 

 

The Group has again kept its central costs at 5% of Group revenues. These costs have not increased for the Health acquisitions late in 2010 and in 2011.

 

Net interest payable has increased this year despite the decrease in the Group's debt as the Bank loan was renewed in January 2011 but at higher terms in line with the market. In addition the Group is suffering notional interest (an accounting charge for the time value of money where no interest is actually inherent) on the contingent consideration related to the Ikonami acquisition in April 2011. This notional (non-cash) interest came to £17,000 in the year.

 

 

 

Julian Turner

Chief Executive

14 February 2012

 

 

 

OPERATING AND FINANCIAL REVIEW

 

Adjusted numbers to reflect underlying trading performance

 

£'000

2011

2010

Change

Total

Acquisition

Organic

Total

Organic

Total Group

Revenue

15,123

1,831

13,292

14,607

(9)%

Adjusted EBITA*

1,479

654

825

1,996

(59)%

Margin

10%

36%

6%

14%

Net interest charge

(91)

-

(91)

(53)

(72)%

Adjusted PBT*

1,388

654

734

1,943

(62)%

 

* A reconciliation of the adjusted numbers is set out in note 5. The adjusted numbers are presented to allow shareholders to gain a further understanding of the trading performance of the Group. Profits are adjusted for items not perceived by management to be part of the underlying trends in the business and the related tax effect of those items together with removing the profit impact of movements in deferred tax balances.

 

Operating segments

The Group evolved significantly in 2011 and to reflect its new focus has reorganised its management and reporting around three market-facing divisions: Education, Health and Sport & Gaming. Having completed this reorganisation, 2012 reporting will reflect the new structure.

 

Restructuring costs and impairment charges

As part of this restructure, and in line with the strategy of focusing on higher-value activities, the Group has reviewed areas of weak strategic fit and greatest profit risk in the current market conditions. Consequently, the Group has remodelled its Education management portfolio, impairing its books list while repurposing relevant content in a new in-school training format. The Group has also reduced its exposure to commerce and consumer products in the Education market. These changes have resulted in a number of redundancies being made.

 

A significant part of this action has been to serve notice on the Group's secondary property in Milton Keynes and take a lease on a much smaller office-only property. This has been made possible by outsourcing the warehousing and fulfilment functions for the Professional division businesses. This is anticipated to save over £0.1m from the Group's future annual costs as well as converting a significant fixed cost into a variable one which is more appropriate for a changing market and a likely shift towards digital delivery over the next several years.

 

Impairment charges have been booked to completely write down two acquired assets this year at a total charge of £3.6m (note 11). The schools catalogue business of Incentive Plus was acquired in 2006 and has been profitable at adjusted EBITA* throughout, but recently only through stringent cost reductions as revenue has suffered. My Child (subsequently renamed The School Run) was acquired in 2007. This parent-focused website has grown more slowly than expected and has now been fully impaired.

 

Further to the impairment charges, £151,000 has been booked as a reduction in goodwill upon recognition of deferred tax asset relating to pre-acquisition losses from the SportBusiness Group. The recognition of more of the historic SportBusiness losses is a positive sign of the on-going value and profits generated by that business.

 

Capital expenditure

The Group has invested over £0.5m across web development and systems in the year together with initial spend on the Milton Keynes relocation. A full web development team of project and content manager and front and back end developers was recruited in 2010 and has thus been employed throughout this financial year improving the functionality of both the sites and the email marketing channel, as well as working on the new online platforms for the education team's former print subscription offerings to migrate onto in January 2012. The Group has also invested in a new CRM system across its Business Information sales force and replaced the SOP system used across its subscription and other products with a newer and more robust system better suited for more sophisticated sales packages and the combination of print and online subscriptions.

 

Acquisitions

Further to completing the acquisition of Radcliffe Publishing Limited at the end of November 2010, two acquisitions have been made in the 2011 financial year. In January 2011 the Group bought out for £1.05m its partner (Affiliate Media, Inc) from the equivalent of a profit share arrangement across our iGaming Affiliate publishing and event business. This acquisition was paid in full at that time.

 

 

In April 2011 the acquisition of Ikonami Limited (subsequently rebranded Radcliffe Solutions) was completed for an initial outlay of £65,000 with deferred consideration of £86,000 payable in equal instalments over 12 months and £150,000 payable in January 2013. There is also contingent consideration payable based on the results of the 2013 financial year which is currently provided at £550,000 but subject to a maximum payable of £1.85m. The Board considers the likelihood of the maximum payment to be remote.

 

Debt and cash flow

Net bank debt (note 27) at the end of the year stood at £0.8m (2010: net funds of £0.6m).

 

The net funds at the end of the previous year followed a placing in November 2010 which raised funds in advance of the expected acquisition completion in January 2011 for £1.05m. The Group has subsequently made one further acquisition and the capital expenditure investment as above.

 

When the impact of the acquisitions is added back, the underlying cash generation from operations has remained sound given that the business remains in a period of investment in future organic growth. Both the Radcliffe Publishing and Ikonami acquisitions added considerable payables into this year which have been subsequently been cleared down to normal trading levels. The following table adds back non-recurring cash flows to reflect adjusted operating cash against the adjusted profits on a more comparable basis.

 

£'000

2011

2010

Cash from operating activities before interest and tax

693

1,580

Net cash outflow from acquisition-related and restructuring costs

194

-

Loan to Employee Benefit Trust

-

171

Working capital outflow on Radcliffe Publishing in year

297

-

Working capital outflow on Ikonami post acquisition

225

-

Adjusted cash from operating activities before interest and tax

1,409

1,751

Adjusted EBITA*

1,479

1,996

Adjusted cash conversion of operating profits for year

95%

88%

 

The Group has gross Bank debt (note 18) of £1.1m at November 2011 (2010: £1.5m) which is less than the adjusted EBITDA* achieved in 2011 and is being repaid over four years ending November 2014. Further to this the Group has deferred and contingent consideration relating to two of its recent acquisitions (note 21). The current significant provisions are for £150,000 payable January 2013, £257,000 payable based on November 2012 results, and £550,000 payable based on November 2013 results.

 

Earnings per share

Statutory diluted earnings per share ("eps") is down on prior year at (1.51)p loss (2010: 0.19p earnings). On an adjusted basis reflecting underlying trading earnings are down at 0.24p (2010: 0.58p).

 

The Group placed 61,309,331 shares in November 2010 to fund the acquisition of Radcliffe Publishing in November 2010 and the buyout of its iGaming affiliate partner from a profit share contract in January 2011which only counted on the weighted average number of shares basis (as used for eps) for less than a month of the 2010 year, and thus counts significantly to the marked decline. The acquisitions themselves are profits enhancing so did not dilute.

 

Dividends

At this stage of the Group's evolvement, the Directors do not propose a dividend this year (2010: £nil). The Group has not paid a dividend in previous years but will continue to evaluate its position.

 

 

Quentin Brocklebank

Finance Director

14 February 2012

 

 

 

CONSOLIDATED INCOME STATEMENT

For the year ended 30 November 2011

 

2011

2010

Notes

£'000

£'000

 

Revenue

2

15,123

14,607

 

Cost of Sales - Direct costs

 

(5,293)

(5,524)

Cost of Sales - Marketing expenses

 

(2,430)

(2,077)

GROSS PROFIT

2

7,400

7,006

 

 

Other operating expenses

8

(5,875)

(5,111)

Restructuring costs

5

(1,259)

(138)

Acquisition-related costs

5

(36)

(231)

Depreciation expense

8

(115)

(86)

Amortisation expense

8

(957)

(623)

Impairment charges and reduction to goodwill

8

(3,751)

-

 

 

Total administrative expenses

 

(11,993)

(6,189)

 

 

OPERATING (LOSS) / PROFIT

 

(4,593)

817

 

 

Finance costs

6

(92)

(55)

Finance income

7

1

2

 

 

(LOSS) / PROFIT BEFORE TAX

8

(4,684)

764

 

 

Taxation

9

245

(231)

 

 

(LOSS) / PROFIT FOR THE FINANCIAL YEAR

 

(4,439)

533

 

 

Attributable to:

 

 

 

- Equity holders of the parent

 

(4,551)

450

- Non-controlling interest

 

112

83

 

 

(4,439)

533

 

 

 

 

(LOSS) / EARNINGS PER SHARE

 

Basic

10

(1.52)p

0.19p

 

 

Diluted

10

(1.51)p

0.19p

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 November 2011

 

2011

2010

 

£'000

£'000

(Loss) / profit for the financial year

(4,439)

533

 

Total comprehensive income

(4,439)

533

 

Attributable to:

 

- Equity holders of the parent company

(4,551)

450

- Non-controlling interests

112

83

 

 

(4,439)

533

 

 

CONSOLIDATED GROUP AND COMPANY STATEMENTS OF CHANGES IN EQUITY

For the year ended 30 November 2011

 

 

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 1 December 2009

2,288

5,220

105

(103)

531

8,041

31

8,072

Total comprehensive income

-

-

-

-

450

450

83

533

Tax taken directly to equity (note 15)

-

-

-

-

(3)

(3)

-

(3)

2,288

5,220

105

(103)

978

8,488

114

8,602

Share issues

699

1,992

-

-

-

2,691

-

2,691

Share issue costs

-

(151)

-

-

-

(151)

-

(151)

Purchase of shares

-

-

-

(20)

-

(20)

-

(20)

Share based payments

-

-

-

-

110

110

-

110

At 30 November 2010

2,987

7,061

105

(123)

1,088

11,118

114

11,232

Total comprehensive income

-

-

-

-

(4,551)

(4,551)

112

(4,439)

Tax taken directly to equity (note 15)

-

-

-

-

(31)

(31)

-

(31)

2,987

7,061

105

(123)

(3,494)

6,536

226

6,762

Dividend paid by subsidiary

-

-

-

-

-

-

(93)

(93)

Share issues

2

-

-

-

-

2

-

2

Share based payments

-

-

-

-

69

69

-

69

At 30 November 2011

2,989

7,061

105

(123)

(3,425)

6,607

133

6,740

 

COMPANY

Share

capital

£'000

Share

premium

account

£'000

Retained

earnings

£'000

Total

equity

£'000

At 1 December 2009

2,288

5,220

(209)

7,299

Total comprehensive income

-

-

(32)

(32)

Tax taken directly to equity (note 15)

-

-

(3)

(3)

2,288

5,220

(244)

7,264

Share issues

699

1,992

-

2,691

Share issue costs

-

(151)

-

(151)

Share based payments

-

-

110

110

At 30 November 2010

2,987

7,061

(134)

9,914

Total comprehensive income

-

-

(2,770)

(2,770)

Tax taken directly to equity (note 15)

-

-

(31)

(31)

2,987

7,061

(2,935)

7,113

Share issues

2

-

-

2

Share based payments

-

-

69

69

At 30 November 2011

2,989

7,061

(2,866)

7,184

 

 

CONSOLIDATED GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION

As at 30 November 2011

 

 

Group

Company

 

2011

2010

2011

2010

 

Notes

£'000

£'000

£'000

£'000

ASSETS

Non-current assets

Goodwill

 

11

6,383

8,982

-

-

Other intangible assets

 

12

3,558

2,425

154

125

Property, plant and equipment

 

13

200

267

166

232

Investments

 

14

-

-

8,025

10,008

Deferred tax assets

 

15

910

780

110

141

 

11,051

12,454

8,455

10,506

 

 

CURRENT ASSETS

 

Inventories

 

16

1,284

1,763

-

-

Trade and other receivables

 

17

2,665

3,053

4,282

4,293

Cash and cash equivalents

 

27

305

2,146

10

1,204

 

 

4,254

6,962

4,292

5,497

 

 

 

 

TOTAL ASSETS

 

15,305

19,416

12,747

16,003

 

 

EQUITY AND LIABILITIES

 

Capital and Reserves

 

Called up ordinary share capital

 

23

2,989

2,987

2,989

2,987

Share premium account

 

7,061

7,061

7,061

7,061

Merger reserve

 

105

105

-

-

Reserve for own shares

 

24

(123)

(123)

-

-

Retained earnings

 

(3,425)

1,088

(2,866)

(134)

Equity attributable to equity holders of the parent

 

6,607

11,118

7,184

9,914

 

 

Non-controlling Interest

 

25

133

114

-

-

TOTAL EQUITY

 

6,740

11,232

7,184

9,914

 

 

Non-current liabilities

 

Borrowings

 

18

750

-

750

-

Provisions

 

21

932

258

932

258

Deferred tax liabilities

 

15

726

578

3

7

 

 

2,408

836

1,685

265

 

 

Current liabilities

 

Borrowings

 

18

375

1,500

375

1,500

Current tax liabilities

 

47

103

-

-

Trade payables and other payables

 

19

3,003

3,049

3,503

4,324

Deferred income

 

20

2,732

2,696

-

-

 

 

6,157

7,348

3,878

5,824

 

 

 

 

TOTAL LIABILITIES

 

8,565

8,184

5,563

6,089

 

 

TOTAL EQUITY AND LIABILITIES

 

15,305

19,416

12,747

16,003

 

These financial statements were approved by the Board of Directors and authorised for issue on 14 February 2012 and are signed on its behalf by:

 

 

 

Julian Turner Quentin Brocklebank

Chief Executive Finance Director

 

 

CONSOLIDATED AND COMPANY CASH FLOW STATEMENT

For the year ended 30 November 2011

 

Group

Company

2011

2010

2011

2010

Notes

£'000

£'000

£'000

£'000

(Loss) / profit for the financial year

(4,439)

533

(2,770)

(32)

Taxation

(245)

231

(37)

61

Amortisation & impairment expense, reduction in goodwill

8

4,708

623

2,839

45

Depreciation

8

115

86

95

64

Finance costs

92

55

91

55

Finance income

(1)

(2)

-

-

Share based payment charges

8

69

110

69

110

Operating cash flows before movement in working capital

299

1,636

287

303

Decrease / (increase) in inventories

428

(254)

-

-

Decrease / (increase) in receivables

612

835

285

(251)

(Decrease) / increase in payables

(646)

(637)

(759)

1,167

Cash flow from operating activities before interest and tax

693

1,580

(187)

1,219

 

Interest paid

(75)

(55)

(74)

(55)

Taxation paid

(305)

(428)

(303)

(192)

 

Cash inflow / (outflow) from operating activities

313

1,097

(564)

972

 

INVESTING ACTIVITIES

Acquisitions of subsidiaries, net of cash acquired

26

(55)

(913)

(65)

(1,408)

Deferred consideration paid

21, 26

(58)

-

(58)

-

Purchase of property plant and equipment

13

(57)

(262)

(29)

(253)

Purchase of intangible assets

12

(1,519)

(264)

(105)

(132)

Interest received

7

1

2

-

-

 

Net cash used in investing activities

(1,688)

(1,437)

(257)

(1,793)

 

FINANCING

Proceeds from issuance of ordinary shares

24

2

2,560

2

2,560

Costs of issuing shares

24

-

(151)

-

(151)

Proceeds of new long term borrowings

18

1,125

-

1,125

-

Proceeds of new short term borrowings

18

375

-

375

-

Repayments of borrowings

18

(1,875)

(600)

(1,875)

(600)

Repayments of obligations under finance leases

-

(7)

-

(7)

Purchase of own shares

-

(20)

-

Payment of dividend to minority interest

(93)

-

-

-

 

Net cash from financing activities

(466)

1,782

(373)

1,802

 

 

NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS

(1,841)

1,442

(1,194)

981

 

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR

2,146

704

1,204

223

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

27

305

2,146

10

1,204

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 November 2011

 

1. ACCOUNTING POLICIES

 

BASIS OF ACCOUNTING

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. As permitted by Section 408 of the Companies Act 2006, no separate profit and loss account is presented for the Company. The Company's loss for the year was £2,770,000 (2010: £32,000 loss).

 

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

 

GOING CONCERN

The Group has a net current liabilities position at 30 November 2011 at £1,903,000 (2010: £386,000). The directors have prepared group cash flow forecasts for the period ending 30 November 2013. These forecasts indicate that the group will continue to meet its liabilities and bank debt requirements as they fall due for the foreseeable future. The business is currently trading in line with these forecasts. In the event of forecast trading levels not being met due to a weaker economic climate than forecast, the directors have the scope to take further actions, to enable the group to meet its liabilities as they fall due for the foreseeable future and for it to remain within its financial covenants. There is long-term financing in place with the Group's bank debt converted in January 2011 to a term loan with repayments over the period to November 2014 (note 18). The Group continues to maintain positive cash flows excluding acquisition spend.  On this basis the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

 

Changes in accounting policies

There have been no changes to accounting policies in the period.

 

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 and range between three and ten years;

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

 

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

·; Contingent consideration: provisions are made at the directors' best estimate of what the consideration will be but as based on future results it can only be assessed on current knowledge and expectations with no certainty. The provisions made are considerably under the maximum amounts which could be payable (note 21);

·; 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.

 

2

REVENUE AND COST OF SALES

 

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

2011

2010

£'000

£'000

Revenue

Sale of goods

9,263

9,060

Rendering of services

5,860

5,547

15,123

14,607

Cost of sales

Change in inventories of finished goods

421

255

Raw materials and consumables used

(5,714)

(5,779)

Marketing costs

(2,430)

(2,077)

(7,723)

(7,601)

Gross profit

7,400

7,006

 

3

SEGMENTAL ANALYSIS

 

Segmental information is presented in respect of the Group's business divisions. This format is based on the Group's management and internal reporting structure, as seen by the Board in its financial information used in allocating resources and making strategic decisions. These segments were identified by how the Group is focused on customer types and so does involve some aggregation of how those customers are served and of diversity within the customer bandings as niches are targeted within the broader markets.

 

The format consists of three market sectors and a central function:

·; Professional (P): serving professional communities in schools, primary health care and other institutions with management information and professional development;

·; Business Information (BI): for the business communities behind sport and on-line gaming;

·; Specialist Consumer (SC): advice and instruction for individuals' needs in both sport -competitive athletes and coaches - and education - parents looking to support their children's schooling and development; and

·; Central costs (PLC): the group function represents central PLC costs which are not directly related to the sector trading and are not recharged. Finance costs and investment income are also included here as these are driven by central policy which manages the cash positions across the Group.

 

Operating profit is defined in note 1. The sector analysis includes the adjusted definition of 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.

 

Analysis by market sector

Year ended 30 November 2011

Year ended 30 November 2010

P

BI

SC

PLC

Total

P

BI

SC

PLC

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Revenue

9,343

4,721

1,059

-

15,123

9,058

4,431

1,118

-

14,607

Adjusted operating profit (note 5)

894

1,339

(39)

(715)

1,479

 

 

1,887

837

4

(732)

1,996

Share based payment charges

(39)

(16)

(7)

(7)

(69)

 

 

(93)

(50)

(22)

(22)

(187)

Restructuring costs

(1,133)

(5)

(27)

(94)

(1,259)

(138)

-

-

-

(138)

Acquisition-related costs

11

(47)

-

-

(36)

(231)

-

-

-

(231)

Amortisation of intangible assets

(485)

(327)

(69)

(76)

(957)

 

 

(422)

(20)

(136)

(45)

(623)

Impairment expense

(1,813)

-

(1,787)

-

(3,600)

-

-

-

-

-

Reduction of goodwill

-

(151)

(151)

Operating profit

(2,565)

793

(1,929)

(892)

(4,593)

1,003

767

(154)

(799)

817

Finance costs

-

-

-

(92)

(92)

-

-

-

(55)

(55)

Investment income

-

-

-

1

1

-

-

-

2

2

(Loss)/profit before tax

(2,565)

793

(1,929)

(983)

(4,684)

1,003

767

(154)

(852)

764

 

 

4

EMPLOYEES

 

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

2011

2010

 

Number

Number

Sales and marketing

49

42

Content and production

62

45

Administration and management

44

46

155

133

 

Their aggregate remuneration comprised:

2011

2010

£'000

£'000

Wages and salaries

5,119

3,998

Social security costs

508

408

Pension costs

26

19

Equity-settled share-based payments and related costs

69

110

5,722

4,535

 

 

This remuneration is included in other operating expenses except for £207,000 (2010: £159,000) included in cost of sales - direct costs, £106,000 (2010: £81,000) included in cost of sales - marketing expenses, £171,000 (2010: £nil) included in restructuring costs, £167,000 (2010: £nil) included in goodwill as accrued in acquisition entities' balance sheets prior to completion, £63,000 (2010: £88,000) capitalised in the inventory for book development and £273,000 (2010: £145,000) capitalised in the tangible fixed asset for web site development.

 

5

ADJUSTED PROFIT

 

The adjusted profits have been prepared to allow shareholders to gain a further understanding of the trading performance of the Group. Profits are adjusted for items not perceived by management to be part of the underlying trends in the business and 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 numbers exclude amortisation and impairment of goodwill and intangible assets, restructuring and acquisition-related costs, and share based payment costs, as well as the tax impact of those adjusting items and any non-cash tax charges. Non-cash tax charges relate to movements on deferred tax such as the use of tax losses or tax credits from the recognition of tax losses

 

The Group has restructured its business in 2011 in response to the continued market difficulties in the education sector, removing redundant staff positions and significantly scaling back its education book list. Also, a lease break clause has been activated on its second property where the inventory was stored and fulfilled and the decision taken to outsource those functions. The restructuring costs of £1,259,000 (2010:£138,000) include provision against inventory of £899,000 (2010:£138,000), which followed the various policy changes and market shifts making some redundant and many non-core, and restructuring costs of £360,000 (2010:£nil) which relate to staff redundancies and the outsourcing of the Group's inventory together with relocating the remaining staff to a smaller office only premises.

 

The acquisition-related costs totalling £36,000 (2010: £231,000) relate to the acquisitions of the entire share capitals of Ikonami Limited in April 2011 and of Radcliffe Publishing Limited in November 2010 together with the buy-out of a contract partner in the Group's gaming sector in January 2011 (2010: Radcliffe Publishing Limited in November 2010), as disclosed in note 26. The costs included here in relation to these deals include stamp duty, Bank approval charges and professional advisory fees but are shown net of monies received back from the vendors of Radcliffe Publishing Limited which were not provided last year on acquisition (note 26).

 

The 2011 and 2010 restructuring and acquisition-related costs (gross of the monies received back from the vendors) were considered to be taxable items for corporation tax and thus attributable tax has been included in the period at 27% (2010: 28%) of their value. All other adjusting items do not have a tax affect on the Group.

 

5

ADJUSTED PROFIT (continued)

 

2011

2010

Note

£'000

£'000

OPERATING (LOSS) / PROFIT FOR THE YEAR

(4,593)

817

Amortisation of intangible assets

957

623

Impairment expense

8

3,751

-

Acquisition-related and restructuring costs

1,295

369

Share based payment charges

69

110

Share based payment costs

-

77

Adjusting items to operating profit

6,072

1,179

Adjusted operating profit for the year

1,479

1,996

Depreciation

8

115

86

Adjusted earnings before interest, tax, depreciation and amortisation for the year

1,594

2,082

(LOSS) / PROFIT BEFORE TAX FOR THE YEAR

(4,684)

764

Adjusting items to operating profit

6,072

1,179

Adjusting items to profit before tax

6,072

1,179

Adjusted profit before tax for the year

1,388

1,943

(LOSS) / PROFIT FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

(4,551)

450

Adjusting items to profit before tax

6,072

1,179

Attributable tax expense on adjusting items

(378)

(104)

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

15

(418)

(129)

Adjusting items to profit for the year

5,276

946

Adjusted profit for the year

725

1,396

 

6

FINANCE COSTS

 

2011

2010

£'000

£'000

Bank loans and overdrafts

75

50

Finance lease interest

-

5

Unwinding of discount on provisions

17

-

92

55

 

7

FINANCE INCOME

 

2011

2010

 

£'000

£'000

Bank interest receivable

1

2

 

 

8

PROFIT BEFORE TAXATION

 

2011

2010

 

£'000

£'000

Profit before taxation is stated after charging:

Depreciation and amounts written off property, plant and equipment:

- owned assets

115

58

- leased assets

-

28

Amortisation of intangible fixed assets

957

623

Impairment charges and reduction to goodwill

3,751

-

Operating lease rentals:

- Land and buildings

258

219

- Plant and equipment

21

25

Share based payment charges

69

110

Loss on foreign exchange

3

10

 

Other operating expenses as disclosed on the face of the income statement include staff costs (note 4) of £4,735,000 (2010: £4,062,000) and premises costs of £519,000 (2010: £406,000).

 

The goodwill from acquisitions were impaired by £3,600,000 (2010: £nil) as detailed in note 11 but intangible assets from acquisitions were not impaired (2010: £nil) as detailed in note 12. The goodwill has also been reduced by recognition of tax losses pre-dating acquisition of the entity by the Group by an amount of £151,000 (2010: £nil).

 

9

TAXATION

 

2011

2010

 

£'000

£'000

Current tax:

UK corporation tax on profits of the year

144

370

Adjustment to prior year

28

(38)

Overseas tax suffered

1

28

Total current tax

173

360

Deferred taxation:

Origination and reversal of timing differences (note 15)

(440)

(223)

Adjustment to prior year

22

94

Total deferred tax

(418)

(129)

Tax on loss on ordinary activities

(245)

231

 

UK corporation tax is calculated at 26.7% as 28% for the first four months of the financial year and then 26% for the remainder (2010: 28% all through the financial year) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

 

9

TAXATION (continued)

 

The Finance (No. 2) Act 2010 included legislation to reduce the main rate of corporation tax from 28% to 26% from 1 April 2011. The March 2011 UK Budget Statement announced a number of further changes to the UK corporation tax system. Legislation is expected to reduce the main rate of corporation tax to 23% by 1% per annum over a period of 3 years from 2012 to 2014. Of these further changes only the reduction to 25% had been substantially enacted at the balance sheet date and is therefore included in these financial statements and reflected in the above table as an adjustment to prior year deferred tax. The further expected reductions will reduce the company's future current tax charge if enacted.

 

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

 

Factors affecting tax charge for the year

2011

2010

 

£'000

%

£'000

%

Profit on ordinary activities before tax

(4,684)

764

Profit on ordinary activities multiplied at the standard rate of corporation tax in the UK of 26.7% (2010 - 28%)

(1,250)

27

214

28

Effect of:

Expenses not deductible for tax purposes (principally amortisation and impairment)

927

(20)

(119)

(16)

Recognition of tax losses for prior years

9

-

-

-

Under / (over) provision in prior year

50

(1)

56

7

Share based payments

18

-

52

7

Overseas taxation

1

-

28

4

Tax expense and effective rate for the year

(245)

5

231

30

 

10

EARNINGS PER ORDINARY SHARE

 

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

2011

2010

Number

Number

Weighted average number of shares

298,870,057

236,636,894

Adjustment in respect of SIP shares

(1,400,064)

(1,656,150)

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

297,469,993

234,980,744

Dilutive effect of share options

2,126,976

2,402,941

Dilutive effect of warrants

-

1,898,703

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

299,596,969

239,282,388

 

2011

2010

£'000

£'000

Basic and diluted earnings

(4,551)

450

Adjustment to earnings (Note 5)

5,276

946

Adjusted basic and diluted earnings figure

725

1,396

Earnings per share

Basic earnings per share

(1.53)p

0.19p

Diluted earnings per share

(1.52)p

0.19p

Adjusted earnings per share

Adjusted basic earnings per share

0.24p

0.59p

Adjusted diluted earnings per share

0.24p

0.58p

 

 

11

GOODWILL

 

Group

2011

2010

£'000

£'000

Cost

1 December

10,059

9,378

Acquisition of subsidiaries

977

681

Additional goodwill recognised during the year relating to prior year acquisition

175

-

30 November

11,211

10,059

 

Accumulated impairment losses

1 December

1,077

1,077

Reduction to goodwill

151

Impairment losses for the year

3,600

-

30 November

4,828

1,077

Carrying amount

30 November

6,383

8,982

 

Goodwill by segment

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units ('CGU') 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 of goodwill has been allocated to the operating segments as follows:

 

2010

Additions

Impairment

Reduction

2011

 

£'000

£'000

£'000

£'000

£'000

Professional

5,073

890

(1,813)

-

4,150

Business information

2,122

262

-

(151)

2,233

Specialist consumer

1,787

-

(1,787)

-

-

Group overheads

-

-

-

-

-

8,982

1,152

(3,600)

(151)

6,383

 

A reduction to goodwill of £151,000 (2010: £nil) has been booked in the period in relation to the acquisition of DMWSL 370 Limited. The entity contained substantial unrecognised tax losses at the time of acquisition which as they are subsequently recognised cause a reduction of the goodwill calculated at the acquisition date. This is solely because more value is recognised on the assets acquired and hence the goodwill value becomes less rather than any deterioration in the value of the business.

 

Impairment testing methodology

The Group tests each CGU' goodwill for impairment annually or more frequently if there are indications that goodwill might be impaired. The impairments in the periods reported are as disclosed in note 8.

 

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 2 years and extrapolates further cash flows based on estimated long-term growth in gross domestic product 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 all CGU is 8.3% (2010: 9.2%) and is consistent with the Group's weighted average cost of capital. All CGU are information provision businesses consolidated within the same Group and so with the same financing and structure risks.

 

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 two years. The terminal growth rates are based on industry growth forecasts and long-term growth in gross domestic product. Management estimate discount rates using post-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU.

 

Impairment testing of goodwill

In 2010 no CGU has been deemed to be impaired but it was disclosed that in the case of the May 2006 acquisition of Incentive Plus Limited there was headroom of only £35,000 but was felt that whilst trading in its business of catalogues selling third party product was at a low at present across the whole market, it was expected to improve and return to profit levels previously experienced as nothing has fundamentally damaged this market in terms of a new alternative or stronger competition.

 

11

GOODWILL (continued)

 

Incentive Plus has remained profitable at an adjusted level (note 5) in 2011 but only marginally and is yet to show top line recovery. As such management have decided that there is uncertainty and has elected to impair its goodwill value completely now whilst still progressing with the restructured business so that as far as the market does come back so can the business.

 

Management have also decided that there is uncertainty regarding the future profitability of The School Run (acquired as My Child) as it is currently trading at a loss and has elected to impair its goodwill value completely now. Management will continue to work to prove the value in this area.

 

Incentive Plus is disclosed in the Professional segment and My Child in the Specialist Consumer.

 

On considering sensitivities if the discount factor were increased by 0.5% then there would be no further impairment (2010: £64,000 all on Incentive Plus). There are no other significant factors to be considered that would cause impairment. Forecast results would need to fall by over 25% before any further impairment would be required.

 

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 2009

3,557

185

422

136

4,300

188

24

212

Acquisition of subsidiaries

714

-

-

-

714

-

-

-

Additions

-

-

243

21

264

113

19

132

Disposals

-

-

-

-

-

-

-

-

30 November 2010

4,271

185

665

157

5,278

301

43

344

Acquisition of subsidiaries

571

-

-

-

571

-

-

-

Additions

-

1,050

324

145

1,519

10

95

105

Disposals

-

-

(188)

(27)

(215)

(188)

(10)

(198)

30 November 2011

4,842

1,235

801

275

7,153

123

128

251

Amortisation

1 December 2009

1,738

185

208

99

2,230

162

12

174

Charge for the year

491

-

98

34

623

36

9

45

30 November 2010

2,229

185

306

133

2,853

198

21

219

Charge for the year

463

307

164

23

957

59

17

76

Disposals

-

-

(188)

(27)

(215)

(188)

(10)

(198)

30 November 2011

2,692

492

282

129

3,595

69

28

97

Carrying amount

30 November 2011

2,150

743

519

146

3,558

54

100

154

30 November 2010

2,042

-

359

24

2,425

103

22

125

 

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. As disclosed in note 8 no impairment of the assets in 2011 was deemed necessary (2010: £nil). If the discount factor were increased by 0.5% there would be no impact on impairment at the 2011 balance sheet date (2010: £nil).

 

Of the significant publishing title carrying values, £642,000 relates to Radcliffe Publishing (acquired in November 2010) and is attributable to book and journal titles assessed by a net present value of their future expected cash flows over ten years. £934,000 relates to over three hundred product title rights acquired as part of the Speechmark Publishing Limited acquisition which have been reviewed individually for impairment and are seen not to be impaired. Two significant acquisitions have been made in the period with first the buyout of a contract partner in the online gaming sector adding £743,000 to the carrying values and second the trade of Ikonami adds £535,000. In web design the major additions in 2010 and 2011 are the development of improved e-marketing tools and the conversion of the Group's various product sites to the latest Drupal version, both allowing the cross fertilisation of features from site to site and improved selling ability, including further digital migration of the Group's products. The addition to other acquired assets is the Group buying a third party out of a profit share contract in its iGaming affiliate marketer events for cash consideration of £1,050,000. A deferred tax liability was recognised for the future amortisation of that intangible asset but there were no assets taken on as part of this deal. The buyout had no impact on revenue but contributed £284,000 of profit after tax (2010: £236,000) and an equivalent in cash not paid out to the third party (2010: £228,000).

13

PROPERTY, PLANT AND EQUIPMENT

 

Group

Leasehold property improvements

Computer equipment

Fixtures, fittings & equipment

Total

£'000

£'000

£'000

£'000

Cost

1 December 2009

224

243

76

543

Acquisition of subsidiaries

-

1

11

12

Additions

197

13

52

262

Disposals

(27)

(178)

(41)

(246)

30 November 2010

394

79

98

571

Acquisition of subsidiaries

-

3

-

3

Additions

17

24

15

56

Disposals

(159)

(24)

(27)

(210)

30 November 2011

252

82

86

420

Depreciation

1 December 2009

167

235

62

464

Charged in the year

67

9

10

86

Disposals

(27)

(178)

(41)

(246)

30 November 2010

207

66

31

304

Acquisition of subsidiaries

-

2

-

2

Charged in the year

73

14

28

115

Disposals

(158)

(23)

(20)

(201)

30 November 2011

122

59

39

220

Net book value

30 November 2011

130

23

47

200

30 November 2010

187

13

67

267

 

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

Optimus Professional Publishing Limited

Ordinary

100%

Publisher

SBG Companies Limited

Ordinary

100%

Publisher

I-Gaming Business Limited *

Ordinary

70%

Publisher

Incentive Plus Limited

Ordinary

100%

Mail order

P2P Publishing Limited

Ordinary

100%

Publisher

Speechmark Publishing Limited

Ordinary

100%

Publisher

Radcliffe Publishing Limited

Ordinary

100%

Publisher

Radcliffe Solutions Limited (formerly Ikonami Limited)

Ordinary

100%

Software provider

Dallington Limited 1 (formerly My Child Limited)

Ordinary

100%

Dormant

* Indirectly held

1non-trading company and process to dissolve the company completed in December 2011.

 

 

15

DEFERRED TAX

 

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

Deferred tax assets

Current

537

290

110

141

Non-current

373

490

-

-

910

780

110

141

Deferred tax liabilities

Current

(180)

(131)

(3)

(7)

Non-current

(546)

(447)

-

-

(726)

(578)

(3)

(7)

Net position at 30 November

184

202

107

134

 

There are accumulated losses of £12,752,000 (2010: £11,952,000) 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 £9,523,000 (2010: £9,765,000) as the probability that future taxable profits beyond five years will be available cannot be certain.

 

16

INVENTORIES

 

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

Book inventories

1,284

1,763

-

-

 

A charge of £950,000 (2010: £183,000), with £nil (2010: £45,000) included within cost of sales and £950,000 (2010: £138,000) included as a restructuring charge (note 5), was expensed in the year to write down inventories from a carrying amount of £1,161,000 (2010: £183,000), down to £211,000 (2010: £nil).

 

17

TRADE AND OTHER RECEIVABLES

 

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

Due within one year:

Trade receivables

1,838

2,220

-

-

Amounts owed by group undertakings

-

-

3,460

3,776

Other receivables

262

283

637

367

Prepayments and accrued income

565

550

185

150

2,665

3,053

4,282

4,293

Due in more than one year:

Other receivables

-

-

-

-

2,665

3,053

4,282

4,293

 

The average credit period taken on sales of goods is 40 days (2010: 48 days). Standard terms are thirty days but many of the Group's goods and services, such as subscription renewals, will be invoiced in advance of the term. An allowance is maintained for estimated irrecoverable amounts from the sale of goods which stands at the balance sheet date as £360,000 (2010: £580,000). This allowance 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 does not charge interest on its overdue receivables.

 

 

18

BORROWINGS

 

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

Non-current

Bank loans

750

-

750

-

750

-

750

-

Current

Bank overdrafts

-

-

-

-

Bank loans

375

1,500

375

1,500

375

1,500

375

1,500

1,125

1,500

1,125

1,500

 

The effective interest rates are as follows:

Group

Company

2011

2010

2011

2010

£'000

£'000

£'000

£'000

Bank overdraft facility (2.25% over the lending Bank's base rate)

-

-

-

-

Bank loans (2.25% over the lending Bank's base rate)

-

1,500

-

1,500

Bank loans (4.25% over LIBOR)

1,125

-

1,125

-

1,125

1,500

1,125

1,500

 

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

 

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

 

In one year or less

750

750

750

750

 

The weighted average interest rate implicit in the group's bank loans at 30 November 2011 was 4.88% (2010: 2.86%) and the weighted average period until maturity was 1.8 years (2010: 0.5 years).

 

The directors estimate that the fair value of the Group's borrowings is not significantly different to the carrying value.

 

The bank overdraft facility for £750,000 (2010: £750,000) is, when utilised, repayable on demand.

 

The bank loan is guaranteed by material subsidiaries of the Group and is repayable over 4 years ending in November 2014 and in equal annual amounts of £375,000 payable as one third in May and two thirds in November in line with the Group's cash flow profile.

 

 

19

TRADE AND OTHER PAYABLES

 

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

 

Trade payables

1,113

1,244

151

192

Amounts due to group undertakings

-

-

2,774

3,598

Other payables

250

330

179

164

Accruals

1,640

1,475

399

370

Total current

3,003

3,049

3,503

4,324

 

Trade, other payables, and accruals principally comprise amounts outstanding for trade and ongoing costs. The average credit period taken for trade purchases is 32 days (2010: 29 days).

 

20

DEFERRED INCOME

 

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

Subscription and events fees received in advance

2,732

2,696

-

-

 

21

PROVISIONS

 

The provisions relate to contingent consideration for various acquisitions of subsidiaries.

 

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

1 December

258

-

258

-

Increase in year

715

258

715

258

Utilised during the year

(58)

-

(58)

-

Unwinding of discount

17

-

17

-

30 November

932

258

932

258

Included in current liabilities

-

-

-

-

Included in non-current liabilities

932

258

932

258

 

In 2010 a provision was made for the contingent consideration relating to the acquisition of Radcliffe Publishing Limited which is payable in 2013 based on results in the 2012 financial year with a maximum payable of £800,000. In 2011 further provisions were made in relation to the acquisition of Ikonami Limited (note 26) representing £150,000 payable in January 2013 and an earn out payable in 2014 based on results in the 2013 financial year where maximum payable is £1,850,000 and £550,000 has been provided net of a notional interest discount of £71,000 which is unwinding through to the payment date.

 

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.

 

23

SHARE CAPITAL

 

2011

2010

 

£'000

£'000

Authorised:

300,000,000 ordinary shares of 1p each

3,000

3,000

 

Allotted, issued and fully paid:

2011

2010

Ordinary shares

Ordinary shares

£'000

£'000

As at 1 December

2,987

2,288

Issue of share capital

-

613

Options exercised

2

86

As at 30 November

2,989

2,987

 

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 2009

228,750,973

2,288

15 March 2010

Exercise of share warrants

8,657,158

86

4.750p

19 November 2010

Share issue

22,352,941

223

4.750p

22 November 2010

Share issue

38,956,390

390

4.750p

At 30 November 2010

298,717,462

2,987

24 February 2011

Exercise of share options

198,918

2

4.125p

At 30 November 2011

298,916,380

2,989

 

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 28 a) under which the Group owns 1,652,094 shares (2010: 1,746,259 shares).

 

25

NON-CONTROLLING INTEREST

 

The Group's non-controlling interest in both 2011 and 2010 was composed entirely of equity interests and represents the non-controlling interest of 30% in IGaming Business Limited.

 

26

BUSINESS COMBINATIONS

 

Cash paid net of cash acquired:

Date of acquisition

2011

2010

£'000

£'000

Current year acquisitions:

Ikonami Limited 1

14 April 2011

113

-

Prior year acquisitions:

Radcliffe Publishing Limited 2

23 November 2010

-

913

113

913

 

1£65,000 was paid on acquisition of Ikonami Limited and 8 months of 12 monthly instalments of deferred consideration totalling £86,000 but net of cash in the business of £10,000 as set out below.

2Cash consideration in 2010 on the acquisition of Radcliffe Publishing Limited was £1,408,000 but net of cash in the business of £495,000 as set out below.

 

Ikonami Limited ("RS")

On 14 April 2011 the Group acquired 100% of the issued share capital of RS for an initial consideration of £65,000 and renamed it Radcliffe Solutions Limited. There are two tranches of deferred consideration payable with £86,000 being paid over 12 equal monthly instalments from the month of acquisition and £150,000 being payable in January 2013. Contingent consideration is payable in 2013 based on EBITA for the year to 30 November 2012 and is reflected below net of notional interest discount which will unwind through to payment date (note 21).

 

 

RS

Book value

Fair value adjustments

Fair value

£'000

£'000

£'000

Intangible assets

95

476

571

Property, plant and equipment

1

-

1

Trade and other receivables

288

-

288

Cash and cash equivalents

10

-

10

Trade payables and other payables

(460)

-

(460)

Deferred income

(202)

-

(202)

Deferred tax - amortisation

-

(143)

(143)

Net assets

(268)

333

65

Goodwill

1,048

(333)

715

Total consideration

780

-

780

Satisfied by:

Consideration - cash and cash equivalents

65

-

65

Deferred consideration tranche 1

86

-

86

Deferred consideration tranche 2

150

-

150

Contingent consideration (maximum £2,000,000)

479

-

479

780

-

780

 

RS is a leading provider of software tools for the management of appraisals, training and professional development within the NHS. The intangibles acquired represent the customer relationships and contracts of these tools. These were valued, in line with the Group's standard method, based on discounting their future projected cash flows over ten years, the same period as which the resultant intangibles will be amortised. This was seen to be a reasonable period through which the tools can be fully expected to be sold. The goodwill represents the beneficial scale and market position it brings to the Group's professional health sector and the workforce together with anticipated operating synergies.

 

In the year to November 2011, RS contributed to the Group post acquisition revenue of £511,000, loss after tax of £17,000 and generated negative cash of £8,000. In the year to October 2010 RS recognised revenue of £899,000 and loss after tax of £116,000.

26

BUSINESS COMBINATIONS (continued)

 

Radcliffe Publishing Limited ("RP")

On 23 November 2010 the Group acquired 100% of the issued share capital of RP. The assets acquired were adjusted from book value to fair value at the time and have in some cases been further adjusted this year in light of more or final information arising. These are mainly in the areas of further bad debt and slow moving stock provisioning.

 

 

RP

Fair value previously reported

Fair value adjustments

Adjusted

fair value

£'000

£'000

£'000

Intangible assets

714

-

714

Property, plant and equipment

12

(11)

1

Inventories

205

(50)

155

Trade and other receivables

262

(37)

225

Cash and cash equivalents

495

-

495

Trade payables and other payables

(390)

(75)

(465)

Deferred income

(90)

-

(90)

Current tax liabilities

(1)

-

(1)

Deferred tax - losses

76

(2)

74

Deferred tax - amortisation

(200)

-

(200)

Net assets

1,083

(175)

908

Goodwill

681

175

856

Total consideration

1,764

-

1,764

Satisfied by:

Consideration - ordinary shares

132

-

132

Consideration - cash and cash equivalents

1,408

-

1,408

Contingent debtor (receivable March 2011)

(34)

-

(34)

Contingent consideration tranche 1 (maximum £197,000)

-

-

-

Contingent consideration tranche 2 (maximum £800,000)

258

-

258

1,764

-

1,764

 

In 2011 the vendor returned £123,000 in line with a working capital adjustment and an initial contingent consideration tranche. This was not provided for at the time of the acquisition and so has been taken to the income statement where it has been included as a reduction to the acquisition-related costs.

 

27

ANALYSIS OF CHANGES IN NET DEBT

 

Group

At 1 December 2010

Cash flow

Non-cash

changes

At 30 November 2011

£'000

£'000

£'000

£'000

 

Cash at bank and in hand

2,146

(1,841)

-

305

Overdraft

-

-

-

-

Net cash

2,146

(1,841)

-

305

Bank loans due within one year

(1,500)

1,500

(375)

(375)

Debt due within one year

(1,500)

1,500

(375)

(375)

Bank loans due after one year

-

(1,125)

375

(750)

Debt due after one year

-

(1,125)

375

(750)

Net debt

646

(1,466)

-

(820)

 

Non-cash changes are where applicable reclassifications from due after one year to due within one year and recognition of overdraft positions where the right of set-off does not apply. Further to the above debt, the Group also has deferred and contingent consideration in respect of acquisitions (note 21).

 

 

28

SHARE BASED PAYMENT

 

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

 

2011

2010

Black Scholes

Monte Carlo

Black Scholes

Monte Carlo

Expected life (years)

3.00 - 5.00

3.20 - 5.00

3.00 - 5.00

3.20 - 5.00

Risk free rate (%)

2.6607 - 4.9315

0.0126 - 5.1720

2.6607 - 4.9315

0.0126 - 5.1720

Volatility (%)

30.473 - 40.075

39.740- 57.562

30.473 - 40.075

39.740- 57.562

Dividend yield (%)

0

0

0

0

Weighted average share price (p)

3.80

3.80

4.34

4.34

Weighted average exercise price (p)

1.00 - 3.25

1.00 - 5.40

1.00 - 3.25

1.00 - 5.40

 

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.

 

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

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

Within one year

232

156

210

75

Between two and five years

771

1,163

605

839

After five years

-

81

-

-

1,003

1,400

815

914

 

Operating lease payments represent rentals payable by the Group for its office properties. Leases are negotiated for an average term, excluding break clauses, of 5 years (2010: 7 years) and rentals are fixed for an average of 5 years (2010: 3 years).

 

Plant and machinery

Group

Company

2011

2010

2011

2010

 

£'000

£'000

£'000

£'000

Within one year

19

20

-

3

Between two and five years

22

37

-

-

41

57

-

3

 

Operating lease payments represent rentals payable by the Group for printers and a forklift truck. Leases are negotiated for an average term, excluding break clauses, of 4 years (2010: 4 years) and rentals are fixed for an average of 4 years (2010: 4 years).

 

30

POST BALANCE SHEET EVENTS

 

Since the balance sheet there have been no significant events.

 

31

CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

 

There are capital commitments at the balance sheet date of £65,000 (2010: £nil) in relation to the fit out of the new Milton Keynes premises. The Group does not have any contingent liabilities except for contingent consideration on acquisitions (note 26).

 

32

RELATED PARTY TRANSACTIONS

 

All related party balances held at November 2011 and 2010 are unsecured.

 

Subsidiaries

Its 70% (2010: 70%) owned subsidiary, I-Gaming Limited, is owed by other Group undertakings £1,922,000 (2010: £845,000) and owes £1,082,000 at 30 November 2011 (2010: £314,000), including debt due from the Company of £1,922,000 (2010: from the Company £842,000), after being charged costs and allocated staff time in the year of £677,000 (2010: £634,000).

 

Advisory Services

The Board receives financial advice from Trillium Partners Limited ("Trillium Partners"). Trillium Partners is a specialist media advisory firm, which is 44.8% (2010: 43.0%) owned by Stephen Routledge, a non-executive director of Electric Word, and as such is a related party for the purposes of the AIM Rules. Accordingly, the Directors (other than Stephen Routledge) consider, having consulted with Panmure Gordon (UK) Limited, its nominated adviser, that the terms of the fees payable to Trillium Partners are fair and reasonable insofar as the Company's shareholders are concerned. The total fee for the advice and work in the year is under £0.1 million (2010: under £0.1 million). The Group continues to receive advice at a similar level into 2012.

 

Key management personnel

For details of related party transactions with key management personnel see note 4.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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Value8,275.66
Change0.00