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Preliminary Results

15th Feb 2011 07:00

RNS Number : 2255B
Electric Word PLC
15 February 2011
 



 

15 February 2011

 

ELECTRIC WORD PLC

Preliminary Results to 30 November 2010

 

Electric Word, the specialist information publisher, announced today audited results for the year ended 30 November 2010.

 

 

·; Revenue of £14.6m down 11% with public sector spending depressed between general election and comprehensive spending review

 

·; The Group was prepared for the revenue decline and maintained adjusted profit before tax* at £1.9m

 

·; Group operating margin* increases to 14% (2009: 13%)

 

·; Whilst diluted earnings per share is up 375% on higher profits, adjusted earnings per share* is down 31% following the share placing in August 2009

 

·; Cash generation from operations1 up 205% to £1.8m as abnormally high 2009 year end debtors pay through and no acquisition related working capital demands in period

 

·; Share placing in November 2010 raised £2.4m (net of costs) with (including costs) £1.1m spent on acquiring Radcliffe Publishing in November 2010 and £1.1m on buying out a contract in the iGaming sector in January 2011

 

·; Integration of acquisitions on track and performance in line with expectations

 

·; £1.5m debt facility renegotiated with the Group's bankers in January 2011 with repayment profile over the period to November 2014

 

·; Continued opportunities for organic and acquired growth

 

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

 

Julian Turner, Chief Executive of Electric Word, commented:

"2010 was a year of difficult market conditions. However, Electric Word showed resilience in its profits and cash generation. Furthermore the Group made an exciting acquisition at the end of the year in Radcliffe Publishing which supplies professional development and other resources in primary healthcare.

 

The Board expects 2011 to continue to be challenging, particularly in the public sector markets. Sentiment in the schools market remains cautious and the trends seen in the second half of 2010 are likely to take some time to reverse through the course of 2011. However, the Business Information division continues to progress and as a result current trading for the Group as a whole remains in line with the Board's expectations."

 

 

Financial summary (£'000)

2010

2009

Change

Revenue

14,607

16,481

-11%

Gross Profit

7,006

7,431

-6%

Adjusted EBITA*

1,996

2,067

-3%

Adjusted profit before tax*

1,943

1,938

-%

Less: amortisation and impairment

(623)

(1,137)

Less: restructuring costs

(138)

(295)

Less: acquisition-related costs

(231)

-

Less: share based payment charges and costs

(187)

(96)

Less: notional accounting charges

-

(55)

Profit / (loss) before tax (PBT)

764

355

+115%

Diluted earnings per share

0.19p

0.04p

+375%

Adjusted diluted earnings per share*

0.58p

0.84p

-31%

Cash flow from operating activities before interest and tax1

1,751

574

+205%

Cash balance

2,146

704

+205%

Net funds / (debt)

646

(1,403)

 

* Adjusted numbers in the current year, as set out in note 5, exclude amortisation and impairment of goodwill and intangible assets, restructuring costs (non-trading and of a non-recurring nature), share based payment costs, the tax impact of the adjusting items, and 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 comparative amount for notional accounting charges is not a cash item and encompasses the unwinding of discounts on preference shares and provisions.

 

1 This excludes a loan to the Employee Benefit Trust of £171,000.

 

The Company was founded in 2000 and has grown steadily through a combination of organic growth and acquisitions, of which it has made 15 so far. With net funds of £0.6m and adjusted EBITDA* of £2.1m the Directors believe it is well capitalised.

 

Electric Word is characterised by a highly analytical approach based on detailed marketing reporting and financial modelling to ensure that investment and effort are clearly focused on the areas of greatest return.

 

ENDS

 

Julian Turner, Chief Executive

 

Electric Word

020 7954 3470

 

 

Andrew Potts

Panmure Gordon

 

Nicola Biles / Tim Spratt

020 7459 3600

Financial Dynamics

020 7831 3113

 

Notes to Editors

 

Electric Word plc is a specialist media company operating in a range of attractive and information-hungry niche markets. That information is provided in a wide range of formats through three divisions:

 

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

 

·; Business information: is an international provider of insight and analysis across the business of sport (for international sports federations, brands and sponsors, broadcasters and media, major event organisers), and includes a valuable niche in the online gaming industry, for both the affiliates that market the gaming sites and the industry itself.

 

·; Specialist consumer: provides high-quality niche content, mainly online, to specialist consumer markets including sport, aimed at competitive athletes and coaches, and 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 content, magazines, websites, events, books, special reports and bespoke research and publishing. In 2010 62% of revenue came from selling content (2009: 65%), which included 23% from subscription revenue (2009: 26%), and 38% came from selling access to these communities (2009: 35%) in the form of advertising and sponsorship, exhibition space at events, bespoke publishing and sales of third-party products.

 

CHAIRMAN'S STATEMENT

For the year ended 30 November 2010

 

It is clear to all that 2010 was a very tough year for many companies and Electric Word did not escape from that. What has been shown though is that even in these difficult market conditions, which significantly reduced the revenue year on year for the first time in the Group's history, Electric Word's profits and cash generation were resilient. Adjusted PBT* was maintained at the levels of the previous year despite the revenue depression through improved margins and lower interest costs and the Group generated significant cash from its operating activities.

 

Further to that the Group made an exciting acquisition at the end of the year in Radcliffe Publishing, which supplies professional development and other resources in primary health care. This acquisition significantly strengthens the Professional division and sits well with the division's work for the schools market through several cross-over services and similar products. Furthermore the Board views the Health sector as a rich opportunity for the Group's skills. With the devolution of control by the current government and in a market where continuing professional development and compliance are integral and mandatory, there are opportunities for information businesses which are rich in content, which Radcliffe brings to the Group, and strong on delivery methods. Resources and skills will be channelled towards this sector to ensure that the most is made of this opportunity.

 

The Radcliffe acquisition was funded through a placing of shares in November 2010 which, combined with the strong improvement in operating cash generation in the year, led to the Group finishing with net funds of £0.6m and placed Electric Word in a strong position to grow further. As reported in the November 2010 placing announcement, since year end £1.05m has been invested in a deal to buy out our partner (Affiliate Media, Inc) from our iGaming Affiliate publishing and events business.

 

The Group has also continued to invest internally, with £0.25m being spent on a major project to improve our e-mail marketing infrastructure and web development through the year. Web development has increased in every part of the business and the biggest current project is the transition of the Professional Education subscription products from paper to higher value online offerings. This is expected to continue through 2011, with the planned launch of a new integrated online service for schools towards the end of this year.

 

The result of this digital transition is expected to be a higher-margin and higher-value subscription business. In 2009 and 2010 however subscription revenues were impacted by reduced spending in schools particularly in the uncertain period between the General Election and the Comprehensive Spending review ("CSR") when schools had very little visibility on future budgets.

 

The CSR itself provides considerable opportunity for the Group as the professional development and compliance demands on schools have remained while support from central government and Local Authorities has been cut back. We expect demand to recover only slowly through 2011 and beyond as schools will take time to regain confidence in future funding and start to replace previously free sources of information and advice.

 

Against that backdrop the Group is satisfied with what has been achieved this year. It is pleasing that the Group has been able to maintain trading profit (adjusted EBITA*) at a similar level to the prior year. This has been achieved despite the revenue fall through the cost savings implemented in the first half of 2009, reduced marketing spend as that has moved online, and through continued careful cost and margin review.

 

In the Business Information division iGaming Business has had another good year of growth through its affiliate marketer events, but Sport Business was in its lowest year of a four year cycle with no major Olympic bidding spend, and the FIFA World Cup bidding competition failing to replace much of that spend.

 

The Specialist Consumer division saw reduced revenue and profits as it had a further transitional year of ceasing the final print offerings, re-brandings and re-configuring its online content. It has redefined its offering to its sports communities across ultra dedicated sports players and coaches, injury practitioners, and more general offerings. My Child was rebranded into The School Run, a site still offering parents aid with their children's' learning and practical skills together with a premium site for the children to aid their own development in My Learning Journey.

 

The Board would like to thank the staff in all of Electric Word's divisions, as well as our external experts and partners, for their efforts in a tough market through 2010. The expertise and creativity they have shown will serve the Group well as we enter the exciting period ahead.

 

Maintaining adjusted PBT in a difficult economic environment was an achievement in 2010. The Board expects 2011 to continue to be challenging, particularly in the public sector markets. Quarter one in 2010 was especially strong with record numbers attending the education events. Quarter one in 2011 therefore suffers by comparison as the sentiment in the schools market remains cautious and the trends seen in the second half of 2010 are likely to take some time to reverse through the course of 2011. The Business Information division continues to progress however and as a result current trading for the Group as a whole remains in line with the Board's expectations.

 

Against this backdrop the Group is now moving from a period of consolidation to a greater emphasis on investing in future growth. That means investing in new sectors such as Healthcare, in which rapid change is creating many new opportunities and where existing publishing skills can be applied to new niche communities; it means investing in building profits and margins in the Business Information division following the buyout of one of our joint venture partners; and it means scaling up the investment in web development and e-marketing infrastructure that had already been increased in 2010. With a cash generative business and a strong balance sheet the Group is well placed to make the most of the expected medium-term market opportunities as well as further potential acquisitions.

 

 

 

 

 

 

Peter Rigby

Chairman

14 February 2011

 

 

CHIEF EXECUTIVE'S STATEMENT

For the year ended 30 November 2010

 

Revenue by activity

 

£'000

2010

2009

Subscriptions

3,406

23%

4,291

26%

Event delegates

2,226

15%

2,382

15%

Books and reports

3,428

24%

4,015

24%

Sales of content

9,060

62%

10,688

65%

Advertising, sponsorship and exhibitions

3,356

23%

2,980

18%

Bespoke publishing services

358

2%

487

3%

Commerce

1,833

13%

2,326

14%

Sales of access to communities

5,547

38%

5,793

35%

Total

14,607

100%

16,481

100%

 

 

Profit by division

 

£'000

2010

2009

%

Total

Acquisition

Organic

Total

Improvement

(all organic)

(organic)

Professional

Revenue

9,058

21

9,037

10,569

-14%

Adjusted EBITA*

1,887

4

1,883

1,748

+8%

Margin

21%

19%

21%

17%

Business information

Revenue

4,431

-

4,431

4,272

+4%

Adjusted EBITA*

837

-

837

772

+8%

Margin

19%

19%

18%

Specialist consumer

Revenue

1,118

-

1,118

1,640

-32%

Adjusted EBITA*

4

-

4

368

-99%

Margin

-%

-%

22%

Central Group costs

Adjusted EBITA*

(732)

-

(732)

(821)

+11%

As % of Group revenue

5%

5%

5%

Total Group

Revenue

14,607

21

14,586

16,481

-11%

Adjusted EBITA*

1,996

4

1,992

2,067

-4%

Margin

14%

19%

14%

13%

Net interest payable*

(53)

-

(53)

(129)

+59%

Adjusted PBT*

1,943

4

1,939

1,938

-%

 

* Adjusted numbers in the current year, as set out in note 5, exclude amortisation and impairment of goodwill and intangible assets, restructuring costs (non-trading and of a non-recurring nature), share based payment costs, the tax impact of the adjusting items, and 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 comparative amount for notional accounting charges is not a cash item and encompasses the unwinding of discounts on preference shares and provisions.

 

In 2010 Electric Word saw its organic trading profit (adjusted EBITA*) drop by only 4% despite an 11% reduction in revenue as a result of the tough market conditions. It had removed less profitable business activities, sacrificing revenue for margin, and implemented restructuring for cost reduction in H1 2009, and continued this careful deployment of resource through 2010. This saw margin improve across the Group by over 1%.

 

 

Professional division

 

The division comprises the Optimus Education, Incentive Plus, Speechmark and Radcliffe businesses and provides specialist management and professional development information for school teachers, general practitioners and other professionals working in and with schools and primary health care. The provision of education for children with special educational and behavioural needs in mainstream schools continues to place new demands on teachers' professional education and requires a range of specialist resources, as does the devolution of a wide range of school and general practice management responsibilities to schools and general practices themselves. The division includes subscription newsletters, conferences, books, magazines and a catalogue of third-party products relating to children's behavioural and emotional development.

 

£'000

2010

2009

Change

Total

Acquisition

Organic

Total (organic)

Revenue

9,058

21

9,037

10,569

-14%

Adjusted EBITA*

1,887

4

1,883

1,748

+8%

Profit margin

21%

19%

21%

17%

 

Revenue down 14% reflecting tough market conditions but profits up by 8% as operations prepared for the contraction

 

Revenue was down by 14% on the prior year as the market was seen to contract between the general election and the CSR as schools and other bodies waited to see how much money was going to be available to them in the future and set their spending accordingly. Whilst this has now been delivered and is largely favourable to our products, with school budgets largely protected and generally more devolved, school spending is expected to recover only slowly through 2011, as the exact mechanics of the new funding environment becomes clear.

 

Optimus Education has a mature portfolio of subscription newsletters and a range of events aimed at middle and senior managers in schools. This is supplemented by books and, now, e-books, aimed at managers, special needs co-ordinators and behaviour specialists. The management books area was again loss making in the year but the division has experience of what a mature book list can produce through its Speechmark business which has a strong list of high-quality, practical and innovative resources for the Education, Health and Social Care sectors which are published for speech therapists, special needs co-ordinators and teachers, care workers and mental health professionals. That business has over 300 titles on its list, with some over 20 years old, and enjoys a stable revenue base and high profit margin as a result.

 

Subscription income from Optimus' management newsletters reduced as some mature titles were closed and the market for new subscriptions was particularly difficult. This market is however now at the stage where it is ready to consider online subscriptions and this year has seen much work on developing an integrated online product bringing together all the existing websites and newsletters. Websites for each paper newsletter were successfully launched in 2009 and the transition to a richer and deeper digital content offering can be expected to start to be fully sold in mid 2011. This would be expected to deliver higher margins and offer substantial opportunities to increase the range and value of the management information that schools are currently taking. This transition has already taken place in both the Specialist Consumer division and in business-to-business products such as TV Sports Markets. Such a product offering ties in well with the reduction in centrally provided information and services to schools and the greater reliance on them to procure such services themselves. As a result the medium-term prospects for renewable subscription revenues and profits in the education business represent a significant and exciting area of future growth.

 

Against the backdrop of a very hard market place, 2010 repeated the success of 2009 in demonstrating the resilience and strength of the valuable niches Electric Word holds in education information. The portfolio is focused on school management, special needs, behaviour and child protection, all areas of continuing change and importance. Speechmark's revenues held up well despite the challenging climate, and profits grew strongly on the back of reduced costs. The strong performance of the Optimus conferences business continued from 2009 into the start of the year with several record months, but then dramatically fell between the general election and the CSR. It has already seen signs of recovery post CSR however and with several of their portfolio seen as must-attend events for the responsible party in a school we expect the revenue to prove relatively resilient again in 2011. It will in fact be an area of organic investment as the first Speechmark branded event was successfully run in 2010 and this will be added to in 2011 together with Radcliffe branded events. The margin in the Optimus books business was again weak as a result of investment in the forward publishing list to build scale and did suffer some losses as stock was written off following policy change in 2010. Incentive Plus, the catalogue business supplying third party product as well as our own to the education market, continued to suffer as spending was impacted by the recession. This is the most peripheral of the Group's portfolio and is somewhat small scale. It did however improve margins and was profitable.

 

The divisional margin of 21% (2009: 17%) is well above the Board's target range of 16-18% as a result of careful planning around the market downturn as well as some year on year margin improvement. As the markets return to an improved state, the Board expect the margin to reduce again as the division invests in profitable growth.

 

The acquisition of Radcliffe strengthens the Professional publishing by extending deeper into the primary healthcare sector where the Government's planned reforms will, we believe, require GPs and others in the Health sector to extend their professional development into new areas of management expertise and compliance responsibilities. Radcliffe is a UK-based specialist publisher founded in 1987, focused on professional development and compliance in General Practice and primary healthcare. It produces a range of books for primary healthcare and general practice, including support for General Practitioners ("GPs"), GP practice managers and professions allied to health. It covers general primary care, specialist areas such as child protection and palliative care, and medical education and exam support. It also produces six journals, including Education for Primary Care, and runs training courses for practice nurses and receptionists. The Board believes that the Health sector is rich in opportunity for the Group as it looks to couple Radcliffe's strong content with its many existing skills across the range of delivery methods, not least reinvigorating the subscription journals, seeking out the online opportunities and launching events under the Radcliffe title.

 

2011 will be a challenging year but significantly part of that challenge will be to position the business to make the most of the significant opportunities which will arise from profound change in the organisation of public services, particularly health, in this difficult period for the economy. Continuing to invest in the division's new products and initiatives to support future growth will therefore be essential.

 

Business information division

 

The division is an international provider of insight and analysis with skills and experience across a range of mediums including subscriptions, advertising and sponsorship, directories, conferences, managed events, contract publishing, special reports and bespoke research. Through SportBusiness Group the division publishes for professionals across the world working in the sports industry in governing bodies, the media, sports marketing, sponsorship and club and event management, and, through iGaming Business, both the industry and affiliate marketers in the online gaming business, the biggest sector for sports sponsorship and itself a fast-growing industry with important information and marketing needs.

 

£'000

2010

2009

Change

Revenue

4,431

4,272

+4%

Adjusted EBITA*

837

772

+8%

Profit margin

19%

18%

 

Revenue up 4%, despite this being the quietest year of the four year cycle in the business of sport, as the iGaming events increased again with divisional margin maintained at a high level despite the historic profit share on the iGaming events

 

The division grew revenue by 4% year on year, an achievement largely attained through the success and expansion of its events aimed at affiliates in the online gaming market. The affiliate events and publishing business, which operates under the iGaming Affiliate brand, has been involved in a marketing arrangement with a business partner who helped the initial establishment of this successful business and has since received a fee based on the profits of the business. In January 2011 it was announced that, with effect from December 2010, 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. This will simplify management of the business and improve margins.

 

Other revenue streams, including the advertising across the magazines, have proved resilient again despite the current macro environment. It is especially so given that in the SportBusiness part of the division this is the lowest of its four-year revenue cycle, which builds largely through the Olympic games bidding processes culminating in a highest year with the award of the Summer games, which helped last year's comparatives.

 

Profit margins in the division remain high at 19% and slightly ahead of 2009 (18%) despite a drop in profits in SportBusiness Group as a result of lower profits from high-margin contract publishing deals. Margins will however benefit next year from the additional profits from the iGaming Affiliate business as a result of buying out its former partner.

 

The Group's two business-to-business ("B2B") sectors, the businesses of sport and online gaming, continue to perform well and hold well-respected positions in their respective niche communities. There remain further opportunities for organic development in both the affiliate business in moving beyond the gaming industry and in Sport where the division continues to deepen its offering in high-value information about television and online sports rights and develop a new product analysing sponsorship deals data.

 

Specialist consumer division

 

This division operates in the consumer niche markets of competitive sports athletes and coaches and related injury professionals (Sports Performance) and of parents to support their children's educational development (The School Run, formerly My Child). The division is principally on-line focussed with significant active web communities already being serviced.

 

£'000

2010

2009

Change

Revenue

1,118

1,640

-32%

Adjusted EBITA*

4

368

-99%

Profit margin

-%

22%

 

Web sites and product offerings in process of overhaul to be well positioned with strong visitor traffic when markets pick up

 

By far the smallest of the Group's three divisions, this division offers a route to consumers for the Professional and Business areas of the Group's markets. The Sports Performance business serves dedicated coaches and athletes through its Peak Performance products and injury therapists through Sports Injury Bulletin, both as online subscription products. The School Run links to the other side of the school gate from the professional division's school management businesses, targeting parents and explaining to them how their children's education is structured and offering practical ways in which they can get involved and help.

 

It was a tough year on Sports Performance as subscription revenue fell as legacy print subscribers continued to reduce but were not successfully replaced through online marketing. The products are now being restructured to deliver a better service to general sportspeople as well as high-performance athletes and take better advantage of the high traffic numbers the sites attract - an average of 655,000 unique visitors per month in 2010 (2009: 670,000). In 2011 the site will be re-launched as a '.com' to achieve a better impact in the USA and the acquisition of Radcliffe also brings new opportunities to improve the offering for sports medics as well as provide a channel for Radcliffe's books for Allied Health Professionals.

 

The rebranding of My Child as The School Run was completed in 2010 and a complete redesign of the site started in the last quarter, aimed at improving navigation and driving engagement and 'stickiness'. The launch of a book list in April 2010 has proved successful and there is a strong list of titles planned for 2011. Subscriptions have grown steadily through 2010 and by the year end there were 4,325 active subs, although subscription revenue is lower than last year because of the remaining legacy print revenue that continued into 2009. The addition (in November 2009) of a forum to the site has continued to see high levels of activity and forum traffic now constitutes 18% of total site traffic. The site has a database of 406,000 names (2009: 205,000) receiving the weekly e-zine with unique visitors in November 2010 of 169,000 (2009: 101,000). This contributes to a belief in the potential of this sector which is attractive for the Group when coupled with the knowledge from the Professional division's education portfolio.

 

These two business-to-consumer ("B2C") businesses employ a model which combines free and paid-for content with strong database building and offers a route to consumer markets for our public sector and business information. Conversely it continues to lead on the online knowledge and product offerings side which are then leveraged across the other divisions in a completed state.

 

Central costs

 

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

 

£'000

2010

2009

Change

Adjusted EBITA*

(732)

(821)

+11%

As % of Group revenue

5%

5%

Net interest payable*

(53)

(129)

+59%

 

Central costs maintained at 5% of the Group's revenue despite the revenue decline with interest costs lower as debt substantially repaid in 2009

 

The Group has again kept its central costs at 5% of Group revenues, despite the decline in those revenues this year. It is not anticipated that these costs would need to substantially increase to manage the organic opportunities described above nor the Radcliffe acquisition in 2010.

 

Net interest payable has decreased again this year as a result of the decrease in interest rates year on year and also as a function of paying down so much of the Group's debt in 2009.

 

Financial Review

 

The Group made an adjusted profit before tax* of £1.9m (2009: £1.9m) as a result of the improvement in adjusted EBITA* margin and the lower interest costs from both lower rates and a significant reduction in net debt through the year.

 

Net funds at the end of the year stood at £0.6m (2009: net debt of £1.4m). The Group has gross debt of £1.5m at November 2010 (2009: £2.1m) which is less than the adjusted EBITDA* achieved in 2010. In January 2011 the Group announced the renegotiation of its debt with its Bank - the Royal Bank of Scotland. The revolving credit facility which was due to expire in May 2011 has been converted into a term loan for the same fully drawn down value of £1.5m with an interest rate of 4.25% over LIBOR. This loan will be repaid over four years on a straight line basis starting in May 2011 and finishing in November 2014 with one third of the annual repayment being made in May each year and two thirds in November in line with the Group's cash profile.

 

The Group's adjusted results (note 5) 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.

 

 

£000

2010

2009

Change

Adjusted profit before tax*

1,943

1,938

-%

Less: amortisation and impairment

(623)

(1,137)

Less: restructuring costs

(138)

(295)

Less: acquisition-related costs

(231)

-

Less: share based payment charges

(187)

(96)

Less: notional accounting charges

-

(55)

Profit / (loss) before tax (PBT)

764

355

+115%

 

The Group made a profit before tax of £764,000 (2009: £355,000). Items that the result is adjusted for include amortisation and impairment expenses, restructuring costs and share based payment charges, and in the prior year included notional interest costs (where interest has been charged under accounting guidelines on items which do not in reality suffer any interest).

 

The acquisition costs (note 5) in the current year of £231,000 relate to the acquisition of Radcliffe Publishing Limited (note 19). The restructuring costs of £138,000 relate to a provision against stock of books following the acquisition as several existing lines are now deemed as non-core and will not receive sufficient marketing attention going forwards as to justify their carrying value or are to be discontinued in their existing format. In 2009 approximately half of the restructuring costs related to advisory fees in reviewing the refinancing options prior to the share placing and debt pay down, and the rest relate in approximately equal parts to legal costs relating to a competitor dispute and redundancy and other costs as the Group reshapes to mirror evolving market demands.

 

Amortisation and impairment includes amortisation costs of £623,000 (2009: £527,000). The impairment expenses (notes 10 and 11) of £nil (2009: £610,000) consists of £nil impairment (2009: £604,000 in relation to the three Special Education Publishing ("SEP") titles) and £nil reduction in goodwill (2009: £6,000) upon recognition of deferred tax asset relating to pre-acquisition losses from the SportBusiness Group. The recognition of the SportBusiness losses is a positive sign of the on-going value and profits generated by that business.

 

Impairment of goodwill and intangible assets is reviewed at least annually and more frequently when issues suggest that impairment may be necessary. All assets have been reviewed (as detailed in notes 10 and 11). Of the other assets it should be noted that all had considerable headroom of net asset value exceeding carrying value.

 

As a result of higher statutory profits diluted earnings per share ("eps") is up on prior year at 0.19p (2009: 0.04p). On an adjusted basis reflecting underlying trading which is flat year on year, eps is down as a result of the 2009 placing at 0.58p (2009: 0.84p).

 

The Group placed 47,310,345 shares in August 2009 which only counted on the weighted average number of shares basis (as used for eps) for a quarter of the 2009 year, and is a significant reason why the 2010 numbers show a marked decline. A similar impact on the share number will be seen next year as a result of the placing of 61,309,331 shares in November 2010 to fund the acquisition of Radcliffe Publishing in November 2010and the buyout of its iGaming affiliate partner from a profit share contract in January 2011. These acquisitions are expected to be profits enhancing so should not dilute.

 

 

The 2009 placing impact was forewarned last year and is reflected in the following table together with the 2010 placing. On an adjusted basis* where based on shares in issue at the end of the year no decline is seen in eps as the relevant profits are similar:

 

Note

2010

2010

2009

2009

Adjusted earnings figure*

5

£1,396,000

£1,458,000

Number

Earnings per share (p)

Number

Earnings per share (p)

Basic number of shares at 30 November (note 26)

298,717,462

0.47

228,750,973

0.64

Include November 2010 placing

-

61,309,331

Adjustment in respect of SIP shares

9

(1,656,150)

(859,007)

297,061,312

289,201,297

Dilutive effect of share options and warrants

9

4,301,644

7,428,294

Comparable diluted number of shares at 30 November

301,362,956

0.46

296,629,591

0.49

Weighted average number of shares in period (fully diluted)

9

239,282,388

0.58

174,501,566

0.84

 

Taking the impact of both share placings as if they had been in issue throughout both periods and including the dilutive impact of the relevant share options and warrants to each year, the eps would be 0.46pence (2009: 0.49 pence).

 

Key performance indicators

 

The table below summarises the key performance indicators used across the Group. These are compared against prior year and forecast and analysed in light of that. Net profit is in line with the forecast as are other key financial indicators as reported to the stock markets and announced on. Some variances are seen across other indicators but are followed up on as noted with performance addressed or forecasts reset.

 

Key Performance Indicators

Type

Description

Granularity

Frequency reviewed

Unit

Profit

Trading profit

60 profit centres

Monthly

£

Gross profit margin

60 profit centres

Monthly

%

Trading profit margin

60 profit centres

Monthly

%

Variance to forecast

30 account types, over 60 profit centres

Monthly

%/£

Revenue

Marketing campaign ROI (Revenue or Gross Profit return per £1 of marketing money invested)

ROI is tracked across over 2,000 individual marketing campaigns and over 5,000 discrete e-marketing activities

Daily

£

Sales value and forward bookings

By division

Weekly

£/#

Customer Lifetime Value

Individual product and price point

Quarterly

£

Average customer life

By customer group by product

Quarterly

Years

Subscriber retention rate

By customer group by product

Monthly

%

Marketing spend as % revenue

60 profit centres

Monthly

%

Advertising yield per page

Per magazine

Monthly

£

Average yield per subscriber

Per product

Monthly

£

Average yield per delegate

Per event

Monthly

£

Lead times (weeks of active marketing preceding conference)

Per event

Daily

Days

Web traffic KPIs (page views, unique visitors, etc)

Per website

Daily

'000

People

Revenue per employee

60 profit centres

Monthly

£

Revenue per salesperson

Individual

Monthly

£

Employee retention

4 divisions

Annual

%

Employee engagement

36 dimensions across 12 work teams

Annual survey

/6

 

 

 

Julian Turner

Chief Executive

14 February 2011

 

CONSOLIDATED INCOME STATEMENT

For the year ended 30 November 2010

 

2010

2009

Notes

£'000

£'000

 

Revenue

3

14,607

16,481

 

Cost of Sales - Direct costs

 

(5,524)

(6,434)

Cost of Sales - Marketing expenses

 

(2,077)

(2,616)

GROSS PROFIT

3

7,006

7,431

 

 

Other operating expenses

 

(5,111)

(5,278)

Restructuring costs

5

(138)

(295)

Acquisition-related costs

5

(231)

-

Depreciation expense

 

(86)

(182)

Amortisation expense

11

(623)

(527)

Impairment charges and reduction to goodwill

10, 11

-

(610)

 

 

Total administrative expenses

 

(6,189)

(6,892)

 

 

OPERATING PROFIT

 

817

539

 

 

Finance costs

6

(55)

(188)

Finance income

7

2

4

 

 

PROFIT BEFORE TAX

 

764

355

 

 

Taxation

8

(231)

(206)

 

 

PROFIT FOR THE FINANCIAL YEAR

 

533

149

 

 

Attributable to:

 

 

 

- Equity holders of the parent

 

450

76

- Non-controlling interest

 

83

73

 

 

533

149

 

 

 

 

EARNINGS PER SHARE

 

Basic

9

0.19p

0.05p

 

 

Diluted

9

0.19p

0.04p

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 November 2010

 

 

2010

2009

 

£'000

£'000

Profit for the year

533

149

 

Total comprehensive income

533

149

 

Attributable to:

- Equity holders of the parent company

450

76

- Non-controlling interests

83

73

 

533

149

 

 

CONSOLIDATED GROUP STATEMENT OF CHANGES IN EQUITY

For the year ended 30 November 2010

 

 

GROUP

Share

capital

£'000

Preference

share

capital

£'000

Share

premium

account

£'000

Other

reserves

(note 16)

£'000

Reserve

for own

shares

£'000

Retained

earnings

£'000

 

Total

£'000

Non-

controlling

interest

£'000

Total

equity

£'000

At 1 December 2008

1,450

875

3,106

(349)

(103)

347

5,326

72

5,398

Total comprehensive income

-

-

-

-

-

76

76

94

170

Tax taken directly to equity (note 12)

-

-

-

-

-

12

12

-

12

1,450

875

3,106

(349)

(103)

435

5,414

166

5,580

Dividend paid by subsidiary

-

-

-

-

-

-

-

(135)

(135)

Share issues

772

-

1,982

-

-

-

2,754

-

2,754

Share issue costs

-

-

(223)

-

-

-

(223)

-

(223)

Preference share conversion (note 15)

66

(875)

355

454

-

-

-

-

-

Share based payments

-

-

-

-

-

96

96

-

96

At 30 November 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 12)

-

-

-

-

-

(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

 

 

CONSOLIDATED GROUP STATEMENT OF FINANCIAL POSITION

As at 30 November 2010 Company registration number 3934419

 

 

 

Group

 

2010

2009

 

Notes

£'000

£'000

ASSETS

Non-current assets

Goodwill

 

10

8,982

8,301

Other intangible assets

 

11

2,425

2,070

Property, plant and equipment

 

267

79

Deferred tax assets

 

12

780

711

 

12,454

11,161

 

 

CURRENT ASSETS

 

Inventories

 

1,763

1,304

Trade and other receivables

 

3,053

3,560

Cash and cash equivalents

 

18

2,146

704

 

 

6,962

5,568

 

 

 

 

TOTAL ASSETS

 

19, 416

16,729

 

 

EQUITY AND LIABILITIES

 

Capital and Reserves

 

Called up ordinary share capital

 

15

2,987

2,288

Preference share capital

 

15

-

-

Share premium account

 

7,061

5,220

Merger reserve

 

105

105

Reserve for own shares

 

16

(123)

(103)

Retained earnings

 

1,088

531

Equity attributable to equity holders of the parent

 

11,118

8,041

 

 

Non-controlling Interest

 

17

114

31

TOTAL EQUITY

 

11,232

8,072

 

 

Non-current liabilities

 

Borrowings

 

18

-

1,500

Deferred tax liabilities

 

12

578

511

Obligations under finance leases

 

18

-

-

Preference shares

 

14

-

-

 

 

578

2,011

 

 

Current liabilities

 

Borrowings

 

18

1,500

600

Current tax liabilities

 

103

246

Trade payables and other payables

 

3,049

2,502

Provisions

 

13

258

-

Obligations under finance leases

 

18

-

7

Deferred income

 

2,696

3,291

 

 

7,606

6,646

 

 

 

 

TOTAL LIABILITIES

 

8,184

8,657

 

 

TOTAL EQUITY AND LIABILITIES

 

19,416

16,729

 

 

P Rigby ChairmanJ Turner Chief Executive

14 February 2011

 

 

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 November 2010

 

Group

2010

2009

Notes

£'000

£'000

Profit for the financial year

533

149

Taxation

231

206

Amortisation and impairment expense

10, 11

623

1,137

Depreciation

86

182

Finance costs

6

55

188

Finance income

7

(2)

(4)

Share based payment charges

110

96

Operating cash flows before movement in working capital

1,636

1,954

Increase in inventories

(254)

(81)

Decrease / (increase) in receivables

835

(306)

(Decrease) / increase in payables

(637)

(993)

Cash flow from operating activities before interest and tax

1,580

574

 

Interest paid

(55)

(134)

Taxation paid

(428)

(315)

 

Cash inflow / (outflow) from operating activities

1,097

125

 

INVESTING ACTIVITIES

Acquisitions of subsidiaries, net of cash acquired

19

(913)

-

Deferred consideration paid

13

-

(260)

Purchase of property plant and equipment

(262)

(18)

Purchase of intangible assets

11

(264)

(106)

Interest received

7

2

4

 

Net cash used in investing activities

(1,437)

(380)

 

FINANCING

Proceeds from issuance of ordinary shares

15

2,560

2,754

Costs of issuing shares

15

(151)

(223)

Repayments of preference shares

14

-

(984)

Repayments of borrowings

18

(600)

(909)

Repayments of obligations under finance leases

18

(7)

(19)

Purchase of own shares

(20)

-

 

Net cash from financing activities

1,782

619

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

1,442

364

 

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR

704

340

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

18

2,146

704

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 November 2010

 

1

BASIS OF ACCOUNTING

 

The financial information set out in this preliminary announcement has been extracted from the group's audited statutory accounts for the year ended 30 November 2010 which will be delivered to the Registrar of Companies following the company's annual general meeting. The auditor's report on these accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under either Section 498 (2) or (3) of the Companies Act 2006.

 

Statutory accounts for the year ended 30 November 2009 have been delivered to the registrar of companies and the auditors' report on these accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under either Section 498 (2) or (3) of the Companies Act 2006.

 

The financial information set out in this preliminary announcement does not constitute the group's statutory accounts for the year ended 30 November 2010. The financial information presented in this preliminary announcement has been prepared using accounting policies consistent with International Financial Reporting Standards as adopted by the European Union ('IFRS'). These accounting policies are as set out in the annual report for the year ended 30 November 2009.

 

This preliminary announcement was approved by the board of directors on 14 February 2011.

 

2

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 10;

·; 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 19);

·; 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.

 

3

REVENUE AND COST OF SALES

 

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

2010

2009

£'000

£'000

Revenue

Sale of goods

9,060

11,120

Rendering of services

5,547

5,361

14,607

16,481

Cost of sales

Change in inventories of finished goods

460

80

Raw materials and consumables used

(5,984)

(6,514)

Marketing costs

(2,077)

(2,616)

(7,601)

(9,050)

Gross profit

7,006

7,431

 

4

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:

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

·; BI: business information for the business communities behind sport and on-line gaming;

·; SC: specialist consumer advice and instruction for individuals' needs in both sport -competitive athletes and coaches - and education - parents looking to support their children's educational development; and

·; 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 as profit before tax but excludes finance costs and investment income. 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 2010

Year ended 30 November 2009

P

BI

SC

PLC

Total

P

BI

SC

PLC

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Revenue

9,058

4,431

1,118

-

14,607

10,569

4,272

1,640

-

16,481

Adjusted operating profit (note 5)

1,887

837

4

(732)

1,996

 

 

1,748

772

368

(821)

2,067

Share based payment charges

(93)

(50)

(22)

(22)

(187)

 

 

(49)

(19)

(19)

(9)

(96)

Restructuring costs

(138)

-

-

-

(138)

(40)

(75)

(38)

(142)

(295)

Acquisition-related costs

(231)

-

-

-

(231)

-

-

-

-

-

Amortisation of intangible assets

(422)

(20)

(136)

(45)

(623)

 

 

(396)

(14)

(109)

(8)

(527)

Impairment expense

-

-

-

-

-

(604)

(6)

-

-

(610)

Operating profit

1,003

767

(154)

(799)

817

659

658

202

(980)

539

Finance costs

-

-

-

(55)

(55)

-

-

-

(188)

(188)

Investment income

-

-

-

2

2

-

-

-

4

4

Profit before tax

1,003

767

(154)

(852)

764

659

658

202

(1,164)

355

 

 

Analysis by market sector

Year ended 30 November 2010

Year ended 30 November 2009

P

BI

SC

PLC

Total

P

BI

SC

PLC

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Depreciation and amortisation

439

21

139

110

709

426

24

140

119

709

Expenditure on intangible assets

69

7

56

132

264

40

31

23

8

102

Expenditure on property, plant and equipment

7

1

-

254

262

4

2

-

19

25

 

Analysis by market sector

Assets

Liabilities

2010

2009

2010

2009

 

£'000

£'000

£'000

£'000

 

Professional

4,694

5,290

3,756

3,518

Business information

2,584

1,728

1,112

1,053

Specialist consumer

95

371

322

410

7,373

7,389

5,190

4,981

Group function

11,263

8,629

916

812

Net debt and taxation (current and deferred)

780

711

2,078

2,864

19,416

16,729

8,184

8,657

 

There are no inter-segmental sales and no discontinued operations.

 

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 costs (non-trading and of a non-recurring nature), the tax impact of the adjusting items, deferred tax asset or liability movements recognised in the income statement and notional accounting charges. The amount for notional accounting charges encompasses the unwinding of discounts on preference shares and provisions and share based payment costs.

 

The acquisition costs totalling £231,000 in 2010 relate to the acquisition of Radcliffe Publishing Limited (note 19). Of this £116,000 relate to corporate finance and public relations advisory fees, £15,000 was charged by the Group's Bankers for their approval of the acquisition with £23,000 paid to a firm providing financial due diligence to enable that decision, legal fees came to £65,000 across all work streams on this deal, and £12,000 of internal staff bonuses awarded based on completion of this deal and its financing.

 

The restructuring costs of £138,000 relate to a provision against stock of books following the acquisition as several existing lines are now deemed as non-core and will not receive sufficient marketing attention going forwards as to justify their carrying value or are to be discontinued in their existing format.

 

The restructuring costs in 2009 relate to three activities. The Group repaid a substantial part of its debt in the year following a placing of shares. Advisory and legal firm costs totalling £140,000 are included here in relation to the strategic review of debt, financing options and transaction costs which were not fundamentally part of the placing and so are not included in share premium. The Group has also continued to evolve to mirror the markets it operates in and has suffered product closure and redundancy costs of £80,000. The Group has also had a legal case with a competitor which has resulted in settlement and legal costs of £75,000 being provided.

 

Components of the 2009 restructuring costs were considered to be taxable items for corporation tax and thus attributable tax has been included in the period at 28% of their value. All other adjusting items do not have a tax affect on the Group.

 

2010

2009

Note

£'000

£'000

OPERATING PROFIT FOR THE YEAR

817

539

Amortisation of intangible assets

623

527

Impairment expense

10, 11

-

610

Restructuring costs

138

295

Acquisition-related costs

231

-

Share based payment charges

110

96

Share based payment costs

77

-

Adjusting items to operating profit

1,179

1,528

Adjusted operating profit for the year

1,996

2,067

Depreciation

86

182

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

2,082

2,249

PROFIT BEFORE TAX FOR THE YEAR

764

355

Adjusting items to operating profit

1,179

1,528

Notional accounting charges - unwinding of discounts

6

-

55

Adjusting items to profit before tax

1,179

1,583

Adjusted profit before tax for the year

1,943

1,938

PROFIT FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

450

76

Adjusting items to profit before tax

1,179

1,583

Attributable tax expense on adjusting items

(104)

(83)

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

12

(129)

(118)

Adjusting items to profit for the year

946

1,382

Adjusted profit for the year

1,396

1,458

 

6

FINANCE COSTS

 

2010

2009

£'000

£'000

Bank loans and overdrafts

50

127

Finance lease interest

5

6

Unwinding of discount on preference shares and provisions

-

55

55

188

 

7

FINANCE INCOME

 

2010

2009

 

£'000

£'000

Bank interest receivable

2

4

 

8

TAXATION

 

2010

2009

 

£'000

£'000

Current tax:

UK corporation tax on profits of the year

370

359

Adjustment to prior year

(38)

(45)

Overseas tax suffered

28

10

Total current tax

360

324

Deferred taxation:

Origination and reversal of timing differences (note 12)

(223)

(118)

Adjustment to prior year

94

-

(129)

(118)

Tax on profit on ordinary activities

231

206

 

UK corporation tax is calculated at 28% (2009: 28%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

 

The emergency budget on 22 June 2010 announced that the UK corporation tax rate will reduce from 28% to 24% over a period of 4 years from 2011. The first reduction in UK corporation tax rate from 28% to 27% was substantially enacted on 20 July 2010 and will be effective from 1 April 2011. This will reduce the company's future current tax charge.

 

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

 

Factors affecting tax charge for the year

2010

2009

 

£'000

%

£'000

%

Profit on ordinary activities before tax

764

355

Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 28% (2009 - 28%)

214

28

99

28

Effect of:

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

(119)

(16)

149

42

Recognition of tax losses for prior years

-

-

(34)

(10)

Tax losses not recognised

-

-

-

-

Under / (over) provision in prior year

56

7

(45)

(12)

Share based payments

52

7

27

7

Overseas taxation

28

4

10

3

Tax expense and effective rate for the year

231

30

206

58

 

 

9

EARNINGS PER ORDINARY SHARE

 

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

2010

2009

Number

Number

Weighted average number of shares

236,636,894

167,932,279

Adjustment in respect of SIP shares

(1,656,150)

(859,007)

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

234,980,744

167,073,272

Dilutive effect of share options

2,402,941

1,114,970

Dilutive effect of warrants

1,898,703

6,313,324

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

239,282,388

174,501,566

 

2010

2009

£'000

£'000

Basic and diluted earnings

450

76

Adjustment to earnings (Note 5)

871

1,382

Adjusted basic and diluted earnings figure

1,321

1,458

Earnings per share

Basic earnings per share

0.19p

0.05p

Diluted earnings per share

0.19p

0.04p

Adjusted earnings per share

Adjusted basic earnings per share

0.59p

0.87p

Adjusted diluted earnings per share

0.58p

0.84p

 

10

GOODWILL

 

Group

2010

2009

£'000

£'000

Cost

1 December

9,378

9,378

Acquisition of subsidiaries

681

-

Additional goodwill recognised during the year relating to prior year acquisitions

-

-

30 November

10,059

9,378

 

Accumulated impairment losses

1 December

1,077

567

Impairment losses for the year

-

510

30 November

1,077

1,077

Carrying amount

30 November

8,982

8,301

 

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. The carrying amount of goodwill has been allocated as follows:

2010

2009

 

£'000

£'000

Professional

5,073

4,392

Business information

2,122

2,122

Specialist consumer

1,787

1,787

Group overheads

-

-

8,982

8,301

 

The group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.

 

The recoverable amounts of the CGU are determined from value in use calculations. CGU are identified as individual operating units with specific market and product types, usually derived from the original acquisition. The key assumptions across the CGU for the value in use calculations are those regarding the discount rates and growth rates for the period. 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. The growth rates are based on industry growth forecasts and long-term growth in gross domestic product.

 

The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next 2 years and extrapolates cash flows for a further 18 years 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 rates used to discount the cash flows for all CGU are 9.23% (2009: 11.63%).

 

At 30 November 2010 and 30 November 2009, the carrying amounts of goodwill for CGU were tested for impairment. The recoverable amounts were calculated based on future projected cash flows discounted at rates as disclosed above, which represented the Group's weighted average cost of capital, plus a premium for risk. The weighted average cost of capital for the Group at 30 November 2010 was estimated as 8.97% (2009: 6.51 %) and was relevant and used on all CGU. All CGU are information provision businesses consolidated within the same Group and so with the same financing and structure risks.

 

In 2010 no CGU has been deemed to be impaired. Except for Incentive Plus Limited they would all require substantial decreases in their 2011 forecast cash flows to be calculated as impaired. The least of these is My Child Limited which would have to lower its 2011 forecast by 45% to be calculated as impaired. In the case of Incentive Plus Limited, it is not deemed to be impaired despite headroom of only £35,000 as it is felt that whilst trading in its business of catalogues selling third party product is at a low at present across the whole market, it is 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. The cause is seen as the current weaker spend in the public sector and markets as a whole with this trade always expected to suffer in periods of relatively lower school spending. Meanwhile margins in this business have improved on the previous year.

 

In 2009 one CGU was deemed to be impaired. Special Education Publishing Limited, value of £504,000, was written off to reflect some lower trading expectations across the titles but also the fact that two titles are now folded into other of the Group's product offerings.

 

On considering sensitivities if the discount factor were increased by 0.5% then there would be further impairment of £64,000 all on Incentive Plus (2009: £76,000 all on Incentive Plus). There are no other significant factors to be considered that would cause impairment.

 

A reduction to goodwill of £nil (2009: £6,000) has been booked in the period under IFRS 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.

 

11

INTANGIBLE ASSETS

 

Group

Publishing

titles

Other acquired assets

Web design

Computer software

Total

£'000

£'000

£'000

£'000

£'000

Cost

1 December 2008

3,552

185

329

129

4,195

Additions

5

-

93

13

111

Disposals

-

-

-

(6)

(6)

30 November 2009

3,557

185

422

136

4,300

Additions

714

-

243

21

978

Disposals

-

-

-

-

-

30 November 2010

4,271

185

665

157

5,278

Amortisation

1 December 2008

1,171

173

127

57

1,528

Charge for the year

467

12

81

48

608

Disposals

-

-

-

(6)

(6)

Impairment charge

100

-

-

-

100

30 November 2009

1,738

185

208

99

2,230

Charge for the year

491

-

98

34

623

Disposals

-

-

-

-

-

Impairment charge

-

-

-

-

-

30 November 2010

2,229

185

306

133

2,853

Carrying amount

30 November 2010

2,042

-

359

24

2,425

30 November 2009

1,819

-

214

37

2,070

 

There are no individually material intangible assets included in the publishing titles. The Group tests the assets annually for impairment or more frequently if there are indications that they might be impaired.

 

The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next 3 years and extrapolates cash flows for up to a further 7 years (depending on remaining asset life) based on estimated long-term growth in gross domestic product of 3%. The life of a further 7 years is deemed to be appropriate as the Group has many publishing assets with lives of this length or more in some cases, but the Group has not recognised asset lives over 10 years post acquisition to date. The rates do not exceed the average long-term growth rate for the relevant markets. The pre-tax rates used to discount the cash flows for all cash generating units ('CGU') are 9.23% (2009: 11.63%).

 

At 30 November 2010 and 2009, the carrying amounts of intangible assets for CGU were tested for impairment. The recoverable amounts were calculated based on future projected pre-tax cash flows discounted at the rate as disclosed above, which represented the Group's weighted average cost of capital, plus a premium for risk. The weighted average cost of capital for the Group at 30 November 2010 was estimated as 8.97% (2009: 6.51%) and was used on all CGU. All CGU are information provision businesses consolidated within the same Group and so with the same financing and structure risks.

 

In 2009 impairment was deemed necessary on two titles, both of which were part of the Special Education Publishing Limited ('SEP') acquisition in 2008. One title was impaired to reflect some lower current market expectations across the education advertising and the other title had been folded into other of the Group's product offerings. The latter title's carrying value of £54,000 was written off whilst the former title's carrying value of £435,000 was written down by £46,000. The remaining asset value on that title at November 2010 will be fully amortised over the next fifteen months and represents only just over 1.5 times the 2010 gross profit made on the title so is not close to being impaired again.

 

Of the rest of the intangible assets' carrying values, £714,000 relates to the newly acquired Radcliffe Publishing (note 19) and are attributable to book and journal titles in the acquired entity valued by a net present value of their future expected cash flows over ten years. Then £1,098,000 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. Finally £16,000 relates to the My Child Limited acquisition which will be fully amortised in 2011 and are not impaired.

 

If the discount factor were increased by 0.5% there would be no impact on impairment at the 2010 balance sheet date.

 

12

DEFERRED TAX

 

Group

2010

2009

 

£'000

£'000

Deferred tax assets

Current

290

454

Non-current

490

257

780

711

Deferred tax liabilities

Current

(131)

(432)

Non-current

(447)

(79)

(578)

(511)

Net position at 30 November

202

200

 

Group

Capital allowances

Tax losses

Goodwill and Intangible assets

Other

Total

 

£'000

£'000

£'000

£'000

£'000

 

1 December 2008

2

666

(670)

72

70

(Charge) / credit to income for the year

-

(89)

161

46

118

(Charge) / credit to equity for the year

-

-

-

12

12

30 November 2009

2

577

(509)

130

200

(Charge) / credit to income for the year

-

(34)

138

25

129

(Charge) / credit to equity for the year

-

-

-

(3)

(3)

Acquisition

-

76

(200)

-

(124)

30 November 2010

2

619

(571)

152

202

 

There are accumulated losses of £11,952,000 (2009: £11,710,000) 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 £9,765,000 (2009: £9,770,000) as the probability that future taxable profits beyond five years will be available cannot be certain.

 

13

PROVISIONS

 

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

 

Group

2010

2009

 

£'000

£'000

1 December

-

255

Increase in year

258

5

Utilised during the year

-

(260)

Unwinding of discount

-

-

30 November

258

-

Included in current liabilities

258

-

Included in non-current liabilities

-

-

 

Of the 2008 provision held by the Group and Company, £250,000 was deferred consideration on the Speechmark Publishing Limited acquisition and was paid in March 2009. The remainder held by the Group was contingent consideration on the Smallwood Publishing Limited acquisition and represented the best estimate of the amount of £10,000 subsequently paid in June 2009.

 

In the year an amount has been provided on the contingent consideration relating to the acquisition of Radcliffe Publishing Limited by the Group (note 19).

 

14

PREFERENCE SHARES CLASSIFIED AS A LIABILITY

 

The Group had 987,500 convertible preference shares of £1 each which could have converted into ten ordinary shares at the option of the shareholder, else they would redeem at their nominal value on 30 December 2009. The shares were not converted and agreement was reached to redeem the preference shares early at less than nominal value to reflect the early redemption with £983,523 being paid on 10 November 2009.

 

15

SHARE CAPITAL

 

2010

2009

 

£'000

£'000

Authorised:

300,000,000 ordinary shares of 1p each

3,000

3,000

875,000 convertible preference shares of £1

-

-

 

Allotted, issued and fully paid:

2010

2009

Ordinary shares

Preference shares

Ordinary shares

Preference shares

£'000

£'000

£'000

£'000

As at 1 December

2,288

-

1,450

875

Issue of share capital

613

-

745

-

Options exercised

86

-

27

-

Preference shares converted

-

-

66

(875)

As at 30 November

2,987

-

2,288

-

 

The preference shares were fair valued on issue as they converted at the Company's call at 13.25p but the share price at the time was 6.87p. The shares must be disclosed at nominal value so an Other Reserve was created to hold the fair value adjustment of £454,000. The preference shares were classed as equity as it was the Company's call and the share price was much below the 13.25p conversion price. These preference shares were converted on 3 September 2009.

 

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 2008

144,964,441

1,450

17 March 2009

Exercise of share options

2,700,000

27

3.375p

20 August 2009

Share issue

27,172,414

272

4.000p

3 September 2009

Share issue

47,310,345

473

4.000p

3 September 2009

Conversion of preference shares

6,603,773

66

4.000p

At 30 November 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

 

There have been no shares issued since the year end.

 

16

RESERVES

 

The statement of changes in equity combines into other reserves a merger reserve of £105,000 and a reserve relating to the adjustment of the preference share capital issued as part consideration for the acquisition of Special Education Publishing Limited.

 

The reserve for own shares relates to the employee Share Incentive Plan under which the Group owns 1,746,259 shares (2009: 1,218,575 shares).

 

 

17

NON-CONTROLLING INTEREST

 

The Group's non-controlling interest in both 2010 and 2009 was composed entirely of equity interests and represents the non-controlling interest of 30% in IGaming Business Limited. The non-controlling interest of 30% in IGaming Business Limited increased from 25% in 2009 in exchange for the Company taking ownership of a domain name.

 

18

ANALYSIS OF CHANGES IN NET DEBT

 

Group

At 1 December 2009

Cash flow

Othernon-cash changes

At 30 November 2010

£'000

£'000

£'000

£'000

 

Cash at bank and in hand

704

1,442

-

2,146

Overdraft

-

-

-

-

Net cash

704

1,442

-

2,146

Bank loans due within one year

-

-

(1,500)

(1,500)

Other loans due within one year

(600)

600

-

-

Finance leases due within one year

(7)

7

-

-

Debt due within one year

(607)

607

(1,500)

(1,500)

Bank loans due after one year

(1,500)

-

1,500

-

Other loans due after one year

-

-

-

-

Finance leases due after one year

-

-

-

-

Debt due after one year

(1,500)

-

1,500

-

Net debt

(1,403)

2,049

-

646

 

Non cash items will be when 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.

 

 

19

BUSINESS COMBINATIONS

 

Cash paid net of cash acquired:

Date of acquisition

2010

2009

£'000

£'000

Current year acquisitions:

Radcliffe Publishing Limited 1

23 November 2010

913

-

Prior year acquisitions:

None

-

-

Pre 2008 acquisitions:

Speechmark Publishing Limited 2

8 October 2007

-

250

Smallwood Publishing Limited 3

1 May 2007

-

10

913

260

 

1 Cash consideration 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.

2 In respect of Speechmark Publishing Limited deferred cash consideration of £250,000 was paid in April 2009, £250,000 was paid in October 2008 and £154,000 including interest was paid in March 2008.

3 In respect of Smallwood Publishing Limited deferred cash consideration of £10,000 was paid in July 2009 and a total of £8,000 was paid in May and November 2008.

 

Radcliffe Publishing Limited ("RP")

On 22 November 2010 the Group acquired 100% of the issued share capital of RP for an initial consideration of £1,527,000 and £13,000 of related costs (stamp duty). There are two tranches of contingent consideration with one payable in April 2011 dependent on a gross profit measure for the year to 31 March 2011 and one payable in December 2012 dependent on a gross profit measure for the year to 30 November 2012.

 

 

RP

Fair value previously reported

Fair value adjustment

Adjusted

Fair value

£'000

£'000

£'000

Intangible assets

-

714

714

Property, plant and equipment

43

(31)

12

Inventories

231

(26)

205

Trade and other receivables

298

(36)

262

Cash and cash equivalents

495

-

495

Trade payables and other payables

(235)

(155)

(390)

Current tax liabilities

(1)

-

(1)

Deferred tax - losses

9

67

76

Deferred tax - amortisation

-

(200)

(200)

Deferred revenue

(90)

-

(90)

Net assets

750

333

1,083

Goodwill

681

Total consideration

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

 

RP is a specialist medical publisher for the primary healthcare market with an established back list of book titles and journals, together with running courses. The intangibles acquired represent the book and journal titles. 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 titles can be fully expected to be published and sell. The goodwill represents the commercial value of the deferred subscription liability acquired, the scale and presence it brings to the Group's professional division, and the brand's position in a market which the Group has had limited presence in to date.

 

In the year to November 2010, RP contributed to the Group post acquisition revenue of £20,000, profit after tax of £3,000 and generated cash of £32,000. In the year to March 2010 RP recognised revenue of £1,715,000 and profit after tax of £81,000.

 

20

POST BALANCE SHEET EVENTS

 

Since the balance sheet there have been two significant events.

 

On 24 January 2011 the Group and Company converted its £1.5m revolving credit facility which was due to expire in May 2011 into a term loan starting on 1 February 2011. The term loan will be repayable over 4 years with repayments starting in May 2011 and ending in November 2014 and in equal annual amounts payable as one third in May and two thirds in November in line with the Group's cash flow profile. Interest is payable at 4.25% over LIBOR.

 

Also in January 2011 the Group completed the buyout of its partner Affiliate Media Inc, in the online gaming affiliate events and publishing business for a cash consideration of £1.05 million. Under the terms of the existing contract between Affiliate Media and the Group's 70% owned subsidiary iGaming Business Limited, Affiliate Media provides marketing support in return for a fee. SBG Companies Limited, a wholly owned subsidiary of Electric Word, has bought Affiliate Media out of its benefits and obligations under the existing contract. Approximately half of the profits made on the affiliate events and publications were payable to Affiliate Media under this contract in both 2009 and 2010. Following the Buyout, all fees previously payable to Affiliate Media will be payable to SBG Companies Limited in return for the services outlined in the contract.

 

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