14th Feb 2013 07:00
14th February 2013
ELECTRIC WORD PLC
Preliminary Results to 30 November 2012
Electric Word, the specialist media company, announced today audited results for the year ended 30 November 2012.
FINANCIAL HIGHLIGHTS
·; Results in line with September 2012 Placing Board expectations ·; Revenue of £14.3m down 5% o Education down 16% through redevelopment and refocus of products o Continued growth in Gaming revenues (up 12%) ·; Group adjusted profit before tax* down 22% to £1.1m o Flat profits* in Education and Sport & Gaming despite product investment o Health profits reduce as costs increase ahead of new product development ·; Statutory profit before tax of £0.2m (2011: £4.7m loss) following 2011 restructure ·; September 2012 Placing raises £1.4m net of costs ·; Gross debt† paid down to £0.9m (2011: £1.1m); net funds† of £0.1m held (2011: £0.8m debt)
* Adjusted numbers, as explained in note 5, exclude amortisation / impairment of goodwill and intangible assets, restructuring and acquisition-related credits and 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). This definition applies throughout both the Chairman's and Chief Executive's statements and the Operating and Financial Review.
† Net funds / (debt) are cash held net of the gross debt which include bank overdrafts and loans (note 27), but exclude provisions for deferred and contingent consideration in relation to acquisitions (note 21).
OPERATIONAL HIGHLIGHTS
·; Education products successfully redeveloped to meet new needs in new formats: o New online service launched January 2012 to replace print newsletters; migration of subscribers expected to be completed in 2012/13 academic year o Events exceed prior year results from fewer conferences o 16 new training products launched successfully ·; Health division digital development gets under way: o New Radcliffe websites launched in December 2012 o New online communities in cardiology and dementia identified for launch in 2013 ·; Sport & Gaming invests in product development and market expansion: o Gaming's 7th London Affiliate Congress in February 2013 achieved 7% growth in revenues to £0.75m o iGaming Business magazine launched North American edition in April 2012 o TV Sports Markets' online subscription earnings increased by 51% on PY o Investment started in additional Sport Business premium online subscription services ·; Continued investment in Group infrastructure and web development ·; Current trading is in line with the Board's expectations for 2013
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Julian Turner, Chief Executive of Electric Word, commented:
"It is an exciting time for our business, with great change in the markets we serve, the nature of our products and the information industry itself. The Group made significant progress in 2012, especially in our Education business. Our range of school management products is now very largely digital or live and is set up on scalable platforms for further innovation and future growth. The Sport & Gaming division continues to perform well and, along with the newer Health division, will see a significant investment in new product development and sales in 2013. The Group has an excellent opportunity to build value in the medium term and we are focused on that goal".
Financial summary (£'000) | 2012 | 2011 | Change |
Revenue | 14,331 | 15,123 | -5% |
Gross Profit | 7,129 | 7,400 | -4% |
Adjusted EBITA* | 1,166 | 1,479 | -21% |
Adjusted profit before tax* | 1,086 | 1,388 | -22% |
Less amortisation and impairment | (1,255) | (4,708) | |
Add/(Less) acquisition-related and restructuring credits and costs | 486 | (1,295) | |
Less share-based payment charges and costs | (144) | (69) | |
Profit / (loss) before tax (PBT) | 173 | (4,684) | |
Diluted earnings per share | 0.03p | (1.52)p | |
Adjusted diluted earnings per share* | 0.24p | 0.24p | -% |
Cash and cash equivalents | 983 | 305 | |
Net funds / (debt)† | 108 | (820) |
* Adjusted numbers, as explained in note 5, exclude amortisation and impairment of goodwill and intangible assets, acquisition-related and restructuring credits and 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).
This definition applies throughout both the Chairman's and Chief Executive's statements and the Operating and Financial Review.
† Net funds / (debt) are cash held net of bank overdrafts and loans (note 27), but exclude provisions for deferred and contingent consideration in relation to acquisitions (note 21).
Revenue by activity | 2012 | 2011 | ||
£'000 | £'000 | |||
Subscriptions | 3,485 | 24% | 4,071 | 27% |
Event delegates and training | 1,988 | 14% | 2,048 | 14% |
Books and reports | 3,768 | 26% | 3,974 | 26% |
Sales of content | 9,241 | 64% | 10,093 | 67% |
Advertising, sponsorship and exhibitions | 3,493 | 24% | 3,262 | 21% |
Bespoke publishing and consultancy services | 703 | 5% | 550 | 4% |
Commerce | 894 | 6% | 1,218 | 8% |
Sales of access to communities | 5,090 | 36% | 5,030 | 33% |
Total | 14,331 | 100% | 15,123 | 100% |
The audited report and accounts of the Company for the year ended 30 November 2012 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 | |
Andrew Potts | 020 7886 2500 |
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Notes to Editors
Electric Word plc is a specialist media group supporting professional education, compliance and management through a wide range of digital, paper and live formats. The Group is composed of three market-facing divisions:
·; Education: provides school management and professional development information through an online subscription service supplemented by conferences and training products.
·; Health:provides professional education and training products for doctors, healthcare managers, speech therapists, elderly care and other health professionals.
·; Sport & Gaming: is an international provider of insight, data and analysis to professionals in both the business of sport (working in governing bodies, the media, sports marketing and management) and the online gaming industry and its marketing affiliates.
Our approach is to identify niche communities within our market sectors and fulfil their key information, professional development, best practice and compliance needs.
Increasingly, our aim is to provide higher-value services and decision-critical data that help our customers to achieve their key personal and organisational objectives. We expect to achieve this by developing a deep understanding of our sectors and our customers' challenges and critical information requirements.
The Group provides content in many different formats, including subscription websites, journals, magazines, events, face-to-face training, online training, books, special reports, bespoke research and consultancy. Competencies developed in one sector can then be transferred to another as opportunities arise.
CHAIRMAN'S STATEMENT
2012 has been an exciting and promising year for Electric Word. The business set out an ambitious programme of development in the nature and mix of our products designed to transform the value of the business in the medium term. This was backed up in September 2012 by a successful fundraising to ensure that the Group had the working capital appropriate for a period of rapid change in both our products and our markets.
The aim is to enhance the value of each part of the business by making the products worth more to our customers, by increasing the proportion of digital and live revenue and by focusing on activities with higher potential margins in the future.
The biggest changes have been achieved in the Education division, where increased profits from the successful conferences business have been reinvested in new products. The relaunch of the newsletters in January 2012 as an integrated online subscription service, the first on the Group's newly developed web publishing platform, was an important moment. With new training products also launched and further enhancements in the pipeline the division has accomplished most of the planned reinvention of its product formats. Increasingly through the year, and into 2013, the investment emphasis has moved to sales and marketing.
The Sport & Gaming division has also seen considerable development. New products were launched on sports sponsorship and for the US iGaming market and significant further online developments planned for 2013 which will add new premium subscription services. As a result the revenue mix in this division is expected to continue to move away from advertising and towards subscriptions and events.
The Health division is the newest in the Group and is at an earlier stage of its digital development but will therefore benefit from the experiences and developments in other parts of the business. Product development will increase in 2013 and reflect a changing market as the health service continues to evolve through Government reforms and initiatives. As previously in Education, this creates some uncertainty in the short-term but opportunity in the future.
The ground for these changes had been prepared in 2011 by investing in the Group's infrastructure. This continued in 2012 with several new systems firmly established and further developments in database and e-marketing systems planned for 2013 to support future growth.
The Group enters 2013 in its strongest financial shape for many years and with a clear plan in place to deliver three divisions of sufficient scale to be valuable assets in their own right as well as part of the consolidated Group. At this stage we see the departure of Quentin Brocklebank, our Finance Director, and thank him for his enormous contribution to achieving this position, and now welcome William Fawbert who will join the Board in his place.
The Group's continued progress depends above all on the strength and talents of the individuals it employs as well as the support of our investors and other stakeholders. I would like to take this opportunity to thank all of them for their energy and effort and wish them further success in 2013 and beyond.
Peter Rigby
Chairman
13 February 2013
CHIEF EXECUTIVE'S STATEMENT
Strategic DIRECTION
Over the last two years the Group has been on a journey of significant change. In part this has been in response to developments in our markets, where change has created both turbulence and opportunity. The business has also been moving through the next phase of the digitisation of its publishing businesses, in common with many others in our sector. Finally, we have also been redeveloping our products to increase their value to our customers and link them more closely with their key personal and organisational objectives.
In making these changes we have also been reducing our areas of activity in order to focus on those with the potential to deliver the greatest long-term value. That means an emphasis on renewable revenues, which are increasingly delivered online or live, and products that link more directly with our customers' work. The goal is to achieve more focus on fewer activities with greater scale and higher margins. In this way we aim to maximise the potential of each division and the Group as a whole.
The strategy has required significant investment in 2012 and 2013: in systems to support more efficient ways of working, a new digital publishing platform, new products in every division and in the nature and capacity of our sales and marketing as the channels to market have evolved along with the products. It also depends on investing in the talent and expertise of the people in the business and a culture of continuous and shared learning, close understanding of customer needs and product excellence.
The Group made significant progress towards these goals in 2012, particularly in the Education division. The year also included a fundraising and resetting of terms with our lending Bank which has allowed us to intensify our investment, accelerate change and focus on our goals of long-term value growth.
Divisional review
EDUCATion
Optimus Education provide management and professional development information to school and general education managers, teachers and other professionals using subscription online services, conferences, training resources, books, and magazines.
It is supplemented by the Incentive Plus catalogue of third-party products relating to children's behavioural and emotional development.
£'000 | 2012 | 2011 | Change |
Revenue | 4,601 | 5,454 | -16% |
Adjusted EBITA* | 263 | 248 | +6% |
Profit margin | 6% | 5% |
The above table excludes 'The School Run' which was disposed of for no consideration in April 2012 (note 26). This contributed revenue of £108,000 (2011: £329,000) and adjusted EBITA* of £133,000 loss (2011: £167,000 loss) before disposal; the Division now receives a licence income calculated as a percentage of revenue.
The new Optimus online information service for schools launched in January 2012, replacing 14 individual print and online newsletters. This will enable schools to receive a broader and more valuable service over the coming years in an environment in which local authority support continues to diminish. It includes professional development advice, many practical case studies, compliance information and the opportunity to ask for expert advice.
The new support service is expected to be the most important driver of margins and profit growth in the division over the medium term. In 2012 the investment in the product was matched by a significant increase in the sales and marketing resource. This enabled the business to achieve its target number of subscriptions migrated from the old newsletter to the new service. By the end of December 2012 subscriptions to the new service outnumbered the remaining newsletter subscriptions and migrations are expected to be completed by the end of the 2012-13 academic year.
Also at the start of the year, the previously wide range of books and e-books was slimmed down and largely reinvented in the form of practical training products that schools could deliver themselves. 16 products were successfully launched in 2012, all achieving their initial sales targets. Further courses will be added in 2013 along with an online learning management system.
Education events had started to recover in the last quarter of 2011 after a very difficult 2010-11 academic year in the wake of the Comprehensive Spending Review and budget uncertainty in schools. 2011-12 has seen a significant further step forward, with the event team achieving year on year profit* growth, despite 16% fewer events being run. Off the back of this year's results, the team plan to achieve further growth by introducing new events to replace some of those previously cut.
Revenue is down in the current year due to the lower subscription base at the end of 2011 and the previous disinvestment in low margin books and commerce sales. Overall, profit is flat despite the investments as profit improvements in conferences and books and training offset the losses on the subscription service while it is in transition. A similar pattern is expected in 2013 as the subscription business starts to grow again with a continuing investment in sales and marketing.
HEALTH
Radcliffe Publishing produces a range of books, journals and training products focused on professional development for doctors, managers and professions allied to health. It is particularly strong in primary care, medical education and exam support.
Speechmark Publishing specialises in resources for speech therapists, special needs co-ordinators and teachers, care workers and mental health professionals.
The Radcliffe Solutions workforce management software enables online management and compliance reporting of appraisals, training and professional development.
Sports Performance is a niche online publisher to competitive sports athletes and coaches and related injury professionals.
£'000 | 2012 | 2011 | Change |
Revenue | 4,445 | 4,619 | -4% |
Adjusted EBITA* | 444 | 775 | -43% |
Profit margin | 10% | 17% |
The 2012 results include 12 months of trade from Radcliffe Solutions (formerly Ikonami Limited) while 2011 includes 7 months only (as acquired in April 2011). The first 5 months of 2012 contributed revenue of £273,000 and adjusted EBITA* of £(17,000).
Speechmark was acquired in October 2007 and has now seen five years of profits greater than £0.5m under Group ownership and completed payback of acquisition costs within 3.5 years. The acquisition of Radcliffe Publishing in November 2010 enabled the Group to form a Health division and develop synergies between the businesses. Like Speechmark, Radcliffe Publishing came with a strong backlist of books as well as academic journals and a strong brand reputation. The editorial, production and marketing teams of the two businesses have now been combined, along with back office processes. In 2013 the first revenue synergies will be created with the development of an online dementia community using content from both businesses.
Progress has also been made in developing e-learning courses to complement key book publishing areas and this will be extended in 2013 with digital versions of Radcliffe's successful MasterPass exam support series. In time it is expected that more revenue from interactive, subscription and sponsored products will complement the base of book sales and support margin growth.
In 2012 Radcliffe Solutions experienced its first year without the benefit of a central NHS contract for universal online appraisal using the central knowledge and skills framework ('eKSF'). This has now been superseded by the 'AT-Performance' product which has more comprehensive workforce management tools and 'AT-Learning' which allows a Trust's staff training to be monitored and reported. Both products have case studies demonstrating potential savings in employee time and reduced insurance costs, although the market has been an extremely difficult one with many Trusts in the process of merger and slow to take system decisions. Nevertheless it was encouraging that NHS Scotland bought into a new contract and provides an interesting opportunity for further growth.
The Sports Performance business draws a significant proportion of its revenue from consumers and in 2011 suffered from changes in search engine algorithms which reduced traffic and led to lower returns on marketing spend. As a result, investment in the business was cut back.
Revenue in 2012 in the Health Division was down on the previous as a result of reduced investment in Sports Performance, more focus on core areas in Radcliffe Publishing and the expected disappearance of Solutions' central NHS contract. Speechmark revenues, however, grew in the year. The reduced profits in 2012 are as a result of lower profits in Radcliffe Solutions and the Sports Performance business moving from a profit in 2011 to a loss in 2012.
In January 2013 the Division was strengthened by a new Commercial Development Director with the brief to develop new sponsorship revenue streams and will soon be led by a new Divisional Manager who will be taking on a significant programme of product development and investment in building direct channels to market.
SpORT & GAMING
The Division is an international provider of business insight and analysis across a range of media from online subscriptions to live events and from daily news to bespoke research.
SportBusiness Group publishes for sports industry professionals who work in governing bodies, the media, sports marketing, sponsorship and club and event management.
iGaming Business publish to both the online gaming industry itself and its marketing affiliates, providing this global and fast-growing industry with business-critical information and marketing support.
£'000 | 2012 | 2011 | Change |
Revenue | 5,177 | 4,721 | 10% |
Adjusted EBITA* | 1,307 | 1,338 | -2% |
Profit margin | 25% | 28% |
The Sport & Gaming division is also in the process of significant development. The influential TV Sports Markets newsletter and online service has been steadily building the value of its customers' site license subscriptions over the last two years and this year that translated into a significant uplift in subscription revenue. In 2012 a parallel product was launched to record and analyse sports sponsorship deals. The fixed costs of this new start-up bring down margins in SportBusiness compared to 2012.
Both these data-rich products will be developed further in 2013 as they migrate to the Group's new web platform along with new premium subscription services for SportBusiness International subscribers. As in Education, the sales and marketing team has been expanded in 2012 and will grow again in 2013 to support the new products,. The objective is to increase the proportion of high-value subscription revenue to improve revenue quality and ultimately margins in SportBusiness.
iGaming Business magazine enjoyed another successful year and in April 2012 was launched into the US with a North American edition to position the business in an important area of strategic growth.
The iGaming Affiliate events business also grew in the year, adding a social gaming event to its calendar. It has started 2013 strongly with its largest annual event, the London Affiliate Conference, achieving record revenues in early February 2013, attracting almost 3,000 delegates (2012: 2,802 delegates).
Revenues in Sport & Gaming were up on the previous year with higher revenues in iGaming offsetting lower advertising revenue in SportBusiness. Alongside the investment in the new sports sponsorship products, this led to margins dropping to 25% and slightly reduced profits.
Central costs
These costs represent central PLC costs which are not directly related to the Divisions' 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 | 2012 | 2011 | Change |
Adjusted EBITA* | (715) | (715) | -% |
As % of Group revenue | 5% | 5% | |
Net interest charge | (80) | (91) | +12% |
The Group has maintained its central costs at 5% of Group revenues. Investments made by the Group to date have been directly related to the trade of Divisions and so have been recharged to them with no additions to the Central cost base.
Net interest payable is consistent year on year with the reduction in the Group's debt as the Bank loan was paid down in 2011 and in 2012, offset by higher interest rates in 2012. The reduction in the net interest charge comes from the inclusion of 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 £3,000 in the year (2011: £17,000), a reduction on the prior year reflecting the reduced provision in the current year (note 21).
CHANGE OF DIRECTOR
We announced on 3 January that Quentin Brocklebank leaves the business and resigns from the Board in February 2013 on completion of these 2012 results after more than five years as Finance Director and Board member. Quentin leaves the Group with no net debt and its balance sheet in a stronger position than at any other time. The Board would like to thank Quentin for his invaluable contribution to the development of the business and his outstanding dedication throughout that period. William Fawbert will take over as Finance Director and joins the Board in February 2013. The Board welcomes William to Electric Word and looks forward to his contribution to the next phase of the Group's development.
Julian Turner
Chief Executive
13 February 2013
OPERATING AND FINANCIAL REVIEW
Adjusted numbers to reflect underlying trading performance
£'000 | 2012 | 2011 | Change |
Total Group | |||
Revenue | 14,331 | 15,123 | -5% |
Adjusted EBITA* | 1,166 | 1,479 | -21% |
Margin | 8% | 10% | |
Net interest charge | (80) | (91) | 12% |
Adjusted PBT* | 1,086 | 1,388 | -22% |
The 2012 results include 12 months of trade from Radcliffe Solutions (formerly Ikonami Limited) while 2011 includes 7 months only (as acquired in April 2011). The first 5 months of 2012 contributed revenue of £273,000 and adjusted EBITA* of £(17,000).
* 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 reorganised its management and reporting around three market-facing divisions: Education, Health and Sport & Gaming. 2012 reporting is the first year to reflect this new structure.
Acquisition-related and restructuring credits and costs
As part of the evolution in 2011 the Group remodelled its Education portfolio, with a significant impairment to its books list, a reduction in its exposure to commerce and consumer products and consequently a number of redundancies being made. Costs were also incurred or accrued for the decision to outsource the warehousing and fulfilment functions for the book and commerce businesses. This resulted in a total cost of £1.3m.
Restructuring costs in 2012 of £0.2m have been booked which relate to advisory fees and other minor costs on the disposal of the Education division's consumer arm, funding advice leading to the fundraising in the year and a provision against costs of Board level changes.
A credit of £0.7m has been recognised in 2012 as the provisions for contingent consideration made at the time of the Radcliffe Publishing and Solutions (formerly Ikonami) acquisitions have been reduced.
Impairment charges and reduction to goodwill
As part of the restructure in 2011 two now peripheral assets in the Education division were impaired at a total write down of £3.6m to goodwill. One such impairment has been necessary in 2012 for £0.3m to reflect the tough current trading position that Radcliffe Solutions (formerly Ikonami) is in, as described in the Chief Executive's statement.
Further to the impairment charges, £nil (2011: £0.2m) has been booked as a reduction in goodwill upon recognition of deferred tax asset relating to pre-acquisition losses from the SportBusiness Group which is an indication when booked of higher profits being generated.
Capital expenditure
The Group has invested £0.5m across web development and enhancing the back office systems added in the previous year (2011: £0.5m acquiring systems and some web). Much of the spend on web development this financial year has continued on improving the functionality of the Group's sites and email marketing channel, and particularly the online platforms which the Education division's former print subscription offerings migrated onto early in the year, the development of new Health sites launching late in 2012 and into 2013 and the start of the first Sport sites ahead of 2013 launch. The Health sites will include a 'My Account' area to track professional development across the Radcliffe product range, a feature which, in keeping with the Group's development sharing, will then be rolled out to the Education sites.
The Group invested in 2011 by replacing two core databases: CRM and SOP. The replacements are better suited to the fulfilment of sophisticated sales packages such as product bundles and combinations of print and online subscriptions. Investment has continued into this year as most of the Group has now migrated onto these new platforms. Further investment has been made on developing detailed reporting suites that allow real time tracking of leads, sales conversion and ROIs and monitor such as subscriber rates and conversion prices and so enable effective forward sales and marketing planning and spend.
Fundraising
In September 2012 the Group raised £1.3m from a Firm Placing to its largest shareholders and executive directors and £0.2m from an Open Offer, both gross of total costs of £0.1m and at a price of 1.5 pence per share. The combined placing added 100.7 million shares and diluted the shares in issue by 34%.
Debt and cash flow
The Group's lending Bank agreed to the fundraising and a change to the Loan Agreement. This change required the Group to make both the £0.125m repayments due in November 2012 and 2013 in November 2012 but allowed much greater financial headroom in its loan covenants so that the Group could pursue a heightened investment programme.
A further amendment has now been signed with the Bank in January 2013 which again changes the repayment profile but with further relaxation in covenant headroom. This requires a total repayment of £0.4m in 2013 but that will be out of available cash and achieves the fundraising goals of having sufficient capital and covenant headroom so the Group can invest as directed by the long term asset build rather than with mind to any restrictions or caps.
In 2011, when the impact of the acquisitions was added back, the underlying cash generation from operations was sound given that the business was already in a period of investment in future organic growth. Both the Radcliffe Publishing and Solutions (formerly Ikonami) acquisitions added considerable payables into the 2011 year which were subsequently cleared down to normal trading levels.
The apparently low cash conversion rate in 2012 is a consequence of three factors: investment in stock, notably development of new lines; slower cash collection to date on debt where outsourced late in 2011 with the warehousing and fulfilment; and as creditors have been significantly paid down at this yearend as a reflection of the funds position held.
£'000 | 2012 | 2011 |
Cash from operating activities before interest and tax | 155 | 693 |
Net cash outflow from acquisition-related and restructuring costs | 201 | 194 |
Working capital outflow from acquisitions | - | 522 |
Adjusted cash from operating activities before interest and tax | 356 | 1,409 |
Adjusted EBITA* | 1,166 | 1,479 |
Adjusted cash conversion of operating profits for year | 31% | 95% |
Net bank funds (note 27) at the yearend stood at £0.1m (2011: net bank debt of £0.8m). The Group has gross Bank debt (note 18) of £0.9m at November 2012 (2011: £1.1m) and is now being repaid over the period to May 2016. Further to this the Group has deferred and contingent consideration relating to two of its recent acquisitions (note 21). The current significant provisions held are for £75,000 payable January 2013, £50,000 payable February 2013, and £100,000 payable based on November 2013 results.
Earnings per share
Statutory diluted earnings per share ("eps") is 0.03p (2011: (1.52)p loss). On an adjusted basis reflecting underlying trading (by using adjusted profits* against diluted shares) earnings are flat at 0.24p (2011: 0.24p) reflecting lower adjusted tax rate this year offset by the new shares dilution which is included only for part of the year on the weighted basis.
Dividends
At this stage of the Group's evolvement, the Directors do not propose a dividend this year (2011: £nil). The Group has not paid a dividend in previous years but will continue to evaluate its position.
Key performance indicators (KPI)
The Board uses a range of KPIs to monitor progress across the Group. These are compared against prior year and forecast equivalents and are analysed in light of that. Actual performance at Group level on these KPI is disclosed in this report against the previous year.
Operating managers review monthly a number of financial KPI by profit centre. Profit centres will be individual publishing titles and sites or revenue types within a market sector, such as events or books and reports. Fully loaded income statements and cash receipts by revenue stream are prepared for each profit centre each month, allowing analysis of revenue, gross margin, adjusted EBITA* margin, headcount and cost, capital expenditure and cash receipts as well as review of the detail contributing to those. On a weekly basis the senior operating managers meet with the executive directors to review and discuss sales bookings as well as employee recruitment and retention issues, together with a review of a business area or issue for wider consideration and to share ideas and knowledge.
At a Group level each month consolidated balance sheet and cash flow information is submitted to the Board and operating management together with a look forward statement against the covenant tests required by the Bank loan. Within the businesses more detailed KPI are used such as marketing campaign return on investment (revenue or gross profit per £ of marketing spend on that campaign), customer lifetime value and average life, delegate numbers and profit per event or course, and web traffic (page views, unique visitors, leads generated).
Quentin Brocklebank
Finance Director
13 February 2013
CONSOLIDATED INCOME STATEMENT
For the year ended 30 November 2012
2012 | 2011 | ||
Notes | £'000 | £'000 | |
| |||
Revenue | 2 | 14,331 | 15,123 |
| |||
Cost of Sales - Direct costs |
| (5,464) | (5,293) |
Cost of Sales - Marketing expenses |
| (1,738) | (2,430) |
GROSS PROFIT | 2 | 7,129 | 7,400 |
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Other operating expenses | 8 | (5,980) | (5,875) |
Restructuring costs | 5 | (201) | (1,259) |
Acquisition-related credits and costs | 5 | 687 | (36) |
Depreciation expense | 8 | (127) | (115) |
Amortisation expense | 12 | (955) | (957) |
Impairment charges and reduction to goodwill | 8 | (300) | (3,751) |
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Total administrative expenses |
| (6,876) | (11,993) |
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OPERATING PROFIT / (LOSS) |
| 253 | (4,593) |
|
| ||
Finance costs | 6 | (80) | (92) |
Finance income | 7 | - | 1 |
|
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PROFIT / (LOSS) BEFORE TAX | 8 | 173 | (4,684) |
|
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Taxation | 9 | 54 | 245 |
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PROFIT / (LOSS) FOR THE FINANCIAL YEAR |
| 227 | (4,439) |
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Attributable to: |
| ||
|
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- Equity holders of the parent |
| 111 | (4,551) |
- Non-controlling interest |
| 116 | 112 |
Total comprehensive income / (loss) |
| 227 | (4,439) |
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|
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EARNINGS / (LOSS) PER SHARE |
| ||
Basic | 10 | 0.03p | (1.53)p |
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Diluted | 10 | 0.03p | (1.52)p |
CONSOLIDATED GROUP AND COMPANY STATEMENTS OF CHANGES IN EQUITY
For the year ended 30 November 2012
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 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 |
Total comprehensive income | - | - | - | - | 111 | 111 | 116 | 227 |
Tax taken directly to equity (note 15) | - | - | - | - | (30) | (30) | - | (30) |
2,989 | 7,061 | 105 | (123) | (3,344) | 6,688 | 249 | 6,937 | |
Share issues | 1,007 | 503 | - | - | - | 1,510 | - | 1,510 |
Share issue costs | - | (112) | - | - | - | (112) | - | (112) |
Share based payments | - | - | - | - | 144 | 144 | - | 144 |
At 30 November 2012 | 3,996 | 7,452 | 105 | (123) | (3,200) | 8,230 | 249 | 8,479 |
COMPANY | Share capital £'000 | Share premium account £'000 | Retained earnings £'000 | Total equity £'000 |
At 1 December 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 |
Total comprehensive income | - | - | (2,719) | (2,719) |
Tax taken directly to equity (note 15) | - | - | (30) | (30) |
2,989 | 7,061 | (5,615) | 4,435 | |
Share issues | 1,007 | 503 | - | 1,510 |
Share issue costs | - | (112) | - | (112) |
Share based payments | - | - | 144 | 144 |
At 30 November 2012 | 3,996 | 7,452 | (5,471) | 5,977 |
CONSOLIDATED GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
As at 30 November 2012
| Group | Company | ||||
| 2012 | 2011 | 2012 | 2011 | ||
| Notes | £'000 | £'000 | £'000 | £'000 | |
ASSETS | ||||||
Non-current assets | ||||||
Goodwill |
| 11 | 5,820 | 6,383 | - | - |
Other intangible assets |
| 12 | 2,972 | 3,558 | 119 | 154 |
Property, plant and equipment |
| 13 | 124 | 200 | 81 | 166 |
Investments |
| 14 | - | - | 7,397 | 8,025 |
Deferred tax assets |
| 15 | 1,021 | 910 | 131 | 110 |
| 9,937 | 11,051 | 7,728 | 8,455 | ||
|
| |||||
CURRENT ASSETS |
| |||||
Inventories |
| 16 | 1,648 | 1,284 | - | - |
Trade and other receivables |
| 17 | 2,718 | 2,665 | 3,933 | 4,282 |
Cash and cash equivalents |
| 27 | 983 | 305 | 750 | 10 |
|
| 5,349 | 4,254 | 4,683 | 4,292 | |
|
| |||||
|
| |||||
TOTAL ASSETS |
| 15,286 | 15,305 | 12,411 | 12,747 | |
|
| |||||
EQUITY AND LIABILITIES |
| |||||
Capital and Reserves |
| |||||
Called up ordinary share capital |
| 23 | 3,996 | 2,989 | 3,996 | 2,989 |
Share premium account |
| 7,452 | 7,061 | 7,452 | 7,061 | |
Merger reserve |
| 105 | 105 | - | - | |
Reserve for own shares |
| 24 | (123) | (123) | - | - |
Retained earnings |
| (3,200) | (3,425) | (5,471) | (2,866) | |
Equity attributable to equity holders of the parent |
| 8,230 | 6,607 | 5,977 | 7,184 | |
|
| |||||
Non-controlling interest |
| 25 | 249 | 133 | - | - |
TOTAL EQUITY |
| 8,479 | 6,740 | 5,977 | 7,184 | |
|
| |||||
Non-current liabilities |
| |||||
Borrowings |
| 18 | 475 | 750 | 475 | 750 |
Provisions |
| 21 | 95 | 932 | 95 | 932 |
Deferred tax liabilities |
| 15 | 419 | 726 | 1 | 3 |
|
| 989 | 2,408 | 571 | 1,685 | |
|
| |||||
Current liabilities |
| |||||
Borrowings |
| 18 | 400 | 375 | 400 | 375 |
Current tax liabilities |
| 80 | 47 | - | - | |
Trade payables and other payables |
| 19 | 2,769 | 3,003 | 5,338 | 3,503 |
Provisions |
| 21 | 125 | - | 125 | - |
Deferred income |
| 20 | 2,444 | 2,732 | - | - |
|
| 5,818 | 6,157 | 5,863 | 3,878 | |
|
| |||||
|
| |||||
TOTAL LIABILITIES |
| 6,807 | 8,565 | 6,434 | 5,563 | |
|
| |||||
TOTAL EQUITY AND LIABILITIES |
| 15,286 | 15,305 | 12,411 | 12,747 |
These financial statements were approved by the Board of Directors and authorised for issue on 13 February 2013 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 2012
Group | Company | ||||
2012 | 2011 | 2012 | 2011 | ||
Notes | £'000 | £'000 | £'000 | £'000 | |
Profit / (loss) for the financial year | 227 | (4,439) | (2,719) | (2,770) | |
Taxation | (54) | (245) | (54) | (37) | |
Amortisation & impairment expense, reduction in goodwill | 8 | 1,255 | 4,708 | 729 | 2,839 |
Depreciation | 8 | 127 | 115 | 101 | 95 |
Finance costs | 80 | 92 | 77 | 91 | |
Finance income | - | (1) | - | - | |
Share based payment charges | 8 | 144 | 69 | 144 | 69 |
Operating cash flows before movement in working capital | 1,779 | 299 | (1,722) | 287 | |
(Increase) / decrease in inventories | (364) | 428 | - | - | |
(Increase) / decrease in receivables | (52) | 612 | (61) | 285 | |
(Decrease) / increase in payables | (1,208) | (646) | 1,663 | (759) | |
Cash flow from operating activities before interest and tax | 155 | 693 | (120) | (187) | |
| |||||
Interest paid | 6 | (77) | (75) | (77) | (74) |
Taxation paid | (99) | (305) | (100) | (303) | |
| |||||
Cash inflow / (outflow) from operating activities | (21) | 313 | (297) | (564) | |
| |||||
INVESTING ACTIVITIES | |||||
Acquisitions of subsidiaries, net of cash acquired | 26 | - | (55) | - | (65) |
Deferred consideration paid | 21, 26 | (29) | (58) | (29) | (58) |
Purchase of property plant and equipment | 13 | (51) | (57) | (16) | (29) |
Purchase of intangible assets | 12 | (429) | (1,519) | (66) | (105) |
Loss on disposal of intangible assets | 12 | 60 | - | - | - |
Interest received | 7 | - | 1 | - | - |
| |||||
Net cash used in investing activities | (449) | (1,688) | (111) | (257) | |
| |||||
FINANCING | |||||
Proceeds from issuance of ordinary shares | 23 | 1,510 | 2 | 1,510 | 2 |
Costs of issuing shares | (112) | - | (112) | - | |
Proceeds of new long term borrowings | 18 | 875 | 1,125 | 875 | 1,125 |
Proceeds of new short term borrowings | 18 | 250 | 375 | 250 | 375 |
Repayments of borrowings | 18 | (1,375) | (1,875) | (1,375) | (1,875) |
Payment of dividend to minority interest | - | (93) | - | - | |
| |||||
Net cash from financing activities | 1,148 | (466) | 1,148 | (373) | |
| |||||
| |||||
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS | 678 | (1,841) | 740 | (1,194) | |
| |||||
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR | 305 | 2,146 | 10 | 1,204 | |
| |||||
CASH AND CASH EQUIVALENTS AT END OF YEAR | 27 | 983 | 305 | 750 | 10 |
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 November 2012
1. ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements have been prepared in accordance with International Financial Reporting Standards as endorsed by the European Union ("IFRS"), IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements of the Group and the Parent Company have been prepared under the historical cost convention and in accordance with applicable accounting standards. 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 £2,719,000 (2011: £2,770,000 loss).
Operating profit is defined as profit before tax but excluding net finance and related costs and investment income.
GOING CONCERN
The Group has made a profit for the year of £227,000 (2011: £4,439,000 loss) and has net assets of £8,479,000 (2011: £6,740,000); notwithstanding this it has a net current liabilities position at 30 November 2012 at £469,000 (2011: £1,903,000). The Directors have prepared group cash flow forecasts for the period ending 30 November 2014. 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 renewed in January 2013 to a term loan with repayments over the period to May 2016 (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;
·; Deferred tax: both assets and liabilities require judgement in determining the amounts to be recognised, in particular the extent to which assets should be recognised in consideration of the timing and level of future taxable income.
2 | REVENUE AND COST OF SALES |
An analysis of the Group's income is as follows:
2012 | 2011 | |
£'000 | £'000 | |
Revenue | ||
Sale of goods | 8,138 | 9,263 |
Rendering of services | 6,193 | 5,860 |
14,331 | 15,123 | |
Cost of sales | ||
Change in inventories of finished goods | 327 | 421 |
Raw materials and consumables used | (5,791) | (5,714) |
Marketing costs | (1,738) | (2,430) |
(7,202) | (7,723) | |
Gross profit | 7,129 | 7,400 |
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.
·; Education (E): provides school management and professional development information to professional communities in schools and other institutions;
·; Health (H): provides professional education and training products for doctors, healthcare managers, speech therapists, elderly care professionals, and other health professionals as well as HR management and training compliance software;
·; Sport & Gaming (S&G): provides insight, data and analysis to the business communities behind sport and online gaming;
·; Central costs (PLC): the group function represents central PLC costs which are not directly related to the Divisions' 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 2012 | Year ended 30 November 2011 | |||||||||
E | H | S&G | PLC | Total | E | H | S&G | PLC | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Revenue | 4,709 | 4,445 | 5,177 | - | 14,331 | 5,783 | 4,619 | 4,721 | - | 15,123 | |
Adjusted operating profit (note 5) | 130 | 444 | 1,307 | (715) | 1,166 |
| 81 | 775 | 1,338 | (715) | 1,479 |
Share based payment charges | (45) | (40) | (40) | (19) | (144) |
| (29) | (16) | (17) | (7) | (69) |
Restructuring costs | (41) | - | - | (160) | (201) | (1,048) | (112) | (5) | (94) | (1,259) | |
Acquisition-related credits / (costs) | - | 687 | - | - | 687 | - | 11 | (47) | - | (36) | |
Amortisation of intangible assets | (151) | (320) | (383) | (101) | (955) |
| (262) | (292) | (327) | (76) | (957) |
Impairment expense | - | (300) | - | - | (300) | (3,600) | - | - | - | (3,600) | |
Reduction of goodwill | - | - | - | - | - | - | - | (151) | - | (151) | |
Operating profit / (loss) | (107) | 471 | 884 | (995) | 253 | (4,858) | 366 | 791 | (892) | (4,593) | |
Finance costs | - | - | - | (80) | (80) | - | - | - | (92) | (92) | |
Investment income | - | - | - | - | - | - | - | - | 1 | 1 | |
Profit / (loss) before tax | (107) | 471 | 884 | (1,075) | 173 | (4,858) | 366 | 791 | (983) | (4,684) |
3 | SEGMENTAL ANALYSIS (continued) |
Analysis by market sector | Year ended 30 November 2012 | Year ended 30 November 2011 | |||||||||
E | H | S&G | PLC | Total | E | H | S&G | PLC | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Depreciation and amortisation | 158 | 336 | 384 | 204 | 1,082 | 274 | 298 | 328 | 172 | 1,072 | |
Impairment expense | - | 300 | - | - | 300 | 3,600 | - | 151 | - | 3,751 | |
Expenditure on intangible assets | 151 | 195 | 17 | 66 | 429 | 218 | 661 | 1,106 | 105 | 2,090 | |
Expenditure on property, plant and equipment | 10 | 25 | 1 | 15 | 51 | 15 | 19 | 1 | 21 | 56 |
Analysis by market sector | Assets | Liabilities | ||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Education | 292 | 1,615 | 1,798 | 3,394 |
Health | 3,692 | 3,675 | 1,924 | 2,007 |
Sport & Gaming | 3,223 | 3,038 | 1,051 | 1,241 |
7,207 | 8,328 | 4,773 | 6,642 | |
Group function | 7,058 | 6,067 | 660 | 25 |
Gross debt and taxation (current and deferred) | 1,021 | 910 | 1,374 | 1,898 |
15,286 | 15,305 | 6,807 | 8,565 |
There are no inter-segmental sales and no discontinued operations except for the sale of The School Run trade which is not material to Group numbers (note 26).
4 | EMPLOYEES |
The average monthly number of persons (including directors) employed by the Group during the year, analysed by category, was as follows:
2012 | 2011 | |
| Number | Number |
Sales and marketing | 52 | 49 |
Content and production | 57 | 62 |
Administration and management | 31 | 44 |
140 | 155 |
Their aggregate remuneration comprised:
2012 | 2011 | |
£'000 | £'000 | |
Wages and salaries | 5,068 | 5,119 |
Social security costs | 538 | 508 |
Pension costs | 27 | 26 |
Equity-settled share-based payments and related costs | 144 | 69 |
5,777 | 5,722 |
This remuneration is included in other operating expenses except for £181,000 (2011: £207,000) included in cost of sales - direct costs, £127,000 (2011: £106,000) included in cost of sales - marketing expenses, £26,000 (2011: £171,000) included in restructuring cost accruals, £nil (2011: £167,000) included in goodwill as accrued in acquisition entities' balance sheets prior to completion, £214,000 (2011: £63,000) capitalised in the inventory for book development and £404,000 (2011: £273,000) capitalised in the tangible fixed asset for web site development.
4 | EMPLOYEES (continued) |
The Group considers that the Board of Directors are the key management personnel. Their remuneration is summarised below:
Directors' emoluments | Salaries and fees | Bonus | Benefits in kind | Pension | 30 November 2012 | 30 November 2011 |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Executive Directors | ||||||
J Turner | 139 | 25 | - | 1 | 165 | 135 |
Q Brocklebank | 120 | 18 | - | - | 138 | 116 |
Non-executive Directors | ||||||
P Rigby | 12 | - | - | - | 12 | 12 |
S Routledge | 10 | - | - | - | 10 | 10 |
281 | 43 | - | 1 | 325 | 273 |
There were no retirement benefits accruing for the Directors.
No Directors (2011: none) exercised share options in the year and so no gains were made (2011: no gains). The amount for share based payment charges (note 28) which relates to Directors was £138,000 (2011: £80,000).
Shares are receivable under long term incentive schemes in respect of 2 Directors (2011: 2 Directors). J Turner has maximum numbers of options that could vest subject to performance conditions of 11,950,000 under the Share Price Growth Scheme (2011: 2,250,000 under the Profit Growth Plan and 11,950,000 under the Share Price Growth Scheme) and Q Brocklebank has 7,170,000 under the Share Price Growth Scheme (2011: 1,875,000 under the Profit Growth Plan and 7,170,000 under the Share Price Growth Scheme). The schemes are defined in note 28.
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 incurred restructuring costs in 2012 of £201,000 which relate to the disposal of the trade: 'The School Run', funding advice in advance of the fundraising in the year and changes at Board level where processes were started in 2012.
The acquisition-related credits in 2012 totalling £687,000 result from reductions in provisions held for contingent consideration on both the Radcliffe Publishing Limited and the Ikonami Limited acquisitions (note 21).
In 2011 significant costs were incurred as it restructured its business 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 was 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 included a provision against inventory of £899,000, which followed the various policy changes and market shifts that made some resources redundant and many non-core, and restructuring costs of £360,000 which related to staff redundancies and the costs of outsourcing the Group's inventory and relocating the remaining staff to a smaller office only premises.
In 2011 the acquisition-related costs totalling £36,000 related 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. The costs included stamp duty, Bank approval charges and professional advisory fees but net of monies received back from the vendors of Radcliffe Publishing Limited which were not provided on acquisition (note 26).
The 2012 and 2011 restructuring and 2011 acquisition-related costs (gross of the monies received back from the vendors) but not the 2012 acquisition-related credits were considered to be taxable items for corporation tax and thus attributable tax has been included in the period at 25% (2011: 27%) of their value. All other adjusting items do not have a tax affect on the Group.
5 | ADJUSTED PROFIT (continued) |
2012 | 2011 | ||
Note | £'000 | £'000 | |
OPERATING PROFIT / (LOSS) FOR THE YEAR | 253 | (4,593) | |
Amortisation of intangible assets | 8 | 955 | 957 |
Impairment expense | 8 | 300 | 3,751 |
Acquisition-related and restructuring credits and costs | (486) | 1,295 | |
Share based payment charges | 144 | 69 | |
Adjusting items to operating profit | 913 | 6,072 | |
Adjusted operating profit for the year | 1,166 | 1,479 | |
Depreciation | 8 | 127 | 115 |
Adjusted earnings before interest, tax, depreciation and amortisation for the year | 1,293 | 1,594 | |
PROFIT / (LOSS) BEFORE TAX FOR THE YEAR | 173 | (4,684) | |
Adjusting items to operating profit | 913 | 6,072 | |
Adjusting items to profit before tax | 913 | 6,072 | |
Adjusted profit before tax for the year | 1,086 | 1,388 | |
PROFIT / (LOSS) FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT | 111 | (4,551) | |
Adjusting items to profit before tax | 913 | 6,072 | |
Attributable tax expense on adjusting items | (50) | (378) | |
Exclude movements on deferred tax assets and liabilities taken to income statement | 15 | (185) | (418) |
Adjusting items to profit for the year | 678 | 5,276 | |
Adjusted profit for the year | 789 | 725 |
6 | FINANCE COSTS |
2012 | 2011 | |
£'000 | £'000 | |
Bank loans and overdrafts | 77 | 75 |
Unwinding of discount on provisions | 3 | 17 |
80 | 92 |
7 | FINANCE INCOME |
2012 | 2011 | |
| £'000 | £'000 |
Bank interest receivable | - | 1 |
8 | PROFIT / (LOSS) BEFORE TAXATION |
2012 | 2011 | |
| £'000 | £'000 |
Profit / (loss) before taxation is stated after charging: | ||
Depreciation and amounts written off property, plant and equipment - owned assets | 127 | 115 |
Amortisation of intangible fixed assets | 955 | 957 |
Impairment charges and reduction to goodwill | 300 | 3,751 |
Operating lease rentals: | ||
- Land and buildings | 217 | 258 |
- Plant and equipment | 19 | 21 |
Share based payment charges | 144 | 69 |
Loss on foreign exchange | 16 | 3 |
Other operating expenses as disclosed on the face of the income statement include staff costs (note 4) of £4,825,000 (2011: £4,735,000) and premises costs of £426,000 (2011: £519,000).
The goodwill from acquisitions were impaired by £300,000 (2011: £3,600,000) as detailed in note 11 but intangible assets from acquisitions were not impaired (2011: £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 amounts of £263,000 (2011: £nil) against deferred tax (note 15) and £nil (2011: £151,000) through the income statement.
Amounts payable to KPMG Audit Plc and their associates in respect of both audit and non-audit services are as follows:
2012 | 2011 | |
| £'000 | £'000 |
Fees payable to the company's auditor for the audit of the company's annual accounts | 34 | 31 |
Fees payable to the company's auditor and its associates for other services: | ||
- the audit of the company's subsidiaries pursuant to legislation | 45 | 41 |
- other services relating to taxation | 33 | 32 |
- services relating to corporate finance transactions involving the company or its subsidiaries | 1 | 4 |
- other services | 9 | 1 |
122 | 109 |
Fees in respect of other services in 2012 related to the first year of iXBRL filing of the Group's tax returns with the HMRC and in 2011to the transfer of a subsidiary's trade within the Group.
9 | TAXATION |
2012 | 2011 | |
| £'000 | £'000 |
Current tax: | ||
UK corporation tax on profits of the year | 135 | 144 |
Adjustment to prior year | (4) | 28 |
Overseas tax suffered | - | 1 |
Total current tax | 131 | 173 |
Deferred taxation: | ||
Origination and reversal of timing differences | (250) | (440) |
Adjustment to prior year | 65 | 22 |
Total deferred tax (note 15) | (185) | (418) |
Tax on profit / loss on ordinary activities | (54) | (245) |
UK corporation tax is calculated at 24.7% as 26% for the first four months of the financial year and then 24% for the remainder (2011: 26.7% as 28% for the first four months of the financial year and then 26% for the remainder) 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 Act 2011 included legislation to reduce the main rate of corporation tax from 26% to 24% from 1 April 2012. The March 2012 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% in the Finance Act 2012 and a further 1% reduction in the following year. Of these further changes only the reduction to 23% 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 | 2012 | 2011 | ||
| £'000 | % | £'000 | % |
Profit / (loss) on ordinary activities before tax | 280 | (4,684) | ||
Profit / (loss) on ordinary activities multiplied at the standard rate of corporation tax in the UK of 24.7% (2011 - 26.7%) | 69 | 25 | (1,250) | 27 |
Effect of: | ||||
(Credits) / expenses not deductible for tax purposes (principally acquisition-related credits and costs and amortisation and impairment) | (18) | (7) | 927 | (20) |
(Reduction to) / recognition of tax losses for prior years | (202) | (72) | 9 | - |
(Over) / under provision in prior year | 61 | 22 | 50 | (1) |
Share based payments | 36 | 13 | 18 | - |
Overseas taxation | - | - | 1 | - |
Tax (credit) / expense and effective rate for the year | (54) | (19) | (245) | 5 |
10 | EARNINGS PER ORDINARY SHARE |
The calculation of earnings per ordinary share is based on the following:
2012 | 2011 | ||
Number | Number | ||
Weighted average number of shares | 321,469,843 | 298,870,057 | |
Adjustment in respect of SIP shares | (1,111,235) | (1,400,064) | |
Weighted average number of shares used in basic earnings per share calculations | 320,358,608 | 297,469,993 | |
Dilutive effect of share options | 1,955,076 | 2,126,976 | |
Weighted average number of shares used in diluted earnings per share calculations | 322,313,684 | 299,596,969 |
2012 | 2011 | ||
£'000 | £'000 | ||
Basic and diluted earnings | 111 | (4,551) | |
Adjustment to earnings (Note 5) | 678 | 5,276 | |
Adjusted basic and diluted earnings figure | 789 | 725 | |
Earnings per share | |||
Basic earnings per share | 0.03p | (1.53)p | |
Diluted earnings per share | 0.03p | (1.52)p | |
Adjusted earnings per share | |||
Adjusted basic earnings per share | 0.25p | 0.24p | |
Adjusted diluted earnings per share | 0.24p | 0.24p |
11 | GOODWILL |
Group | ||
2012 | 2011 | |
£'000 | £'000 | |
Cost | ||
1 December | 11,211 | 10,059 |
Acquisition of subsidiaries | - | 977 |
Additional goodwill recognised during the year relating to prior year acquisition | - | 175 |
30 November | 11,211 | 11,211 |
Accumulated impairment losses | ||
1 December | 4,828 | 1,077 |
Reduction to goodwill | 263 | 151 |
Impairment losses for the year | 300 | 3,600 |
30 November | 5,391 | 4,828 |
Carrying amount | ||
30 November | 5,820 | 6,383 |
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 has been allocated to the operating segments as follows:
2011 | Additions | Impairment | Reduction | 2012 | |
| £'000 | £'000 | £'000 | £'000 | £'000 |
Education | 1,874 | - | - | - | 1,874 |
Health | 2,276 | - | (300) | - | 1,976 |
Sport & Gaming | 2,233 | - | - | (263) | 1,970 |
Group overheads | - | - | - | - | - |
6,383 | - | (300) | (263) | 5,820 |
A reduction to goodwill of £263,000 has been posted in the period to derecognise deferred tax on amortisation as subsequently determined as allowable. In 2011 £151,000 was booked 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% (2011: 8.3%) 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 2012 one CGU has been deemed to be impaired reflecting the tough current trading environment that Radcliffe Solutions (formerly Ikonami) endures at present, as explained in the Chief Executive's statement. On considering sensitivities if the discount factor were increased by 0.5% then there would be no further impairment. There are no other significant factors to be considered that would cause impairment. Forecast results would need to fall by over 5% before impairment would be required on the Radcliffe Publishing £856,000 asset, but on the other assets not until the results are sensitised by over 60%.
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 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 | |
Additions | - | - | 408 | 21 | 429 | 53 | 13 | 66 | |
Disposals | - | - | (150) | (96) | (246) | - | - | - | |
30 November 2012 | 4,842 | 1,235 | 1,059 | 200 | 7,336 | 176 | 141 | 317 | |
Amortisation | |||||||||
1 December 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 | |
Charge for the year | 329 | 350 | 216 | 60 | 955 | 59 | 42 | 101 | |
Disposals | - | - | (90) | (96) | (186) | - | - | - | |
30 November 2012 | 3,021 | 842 | 408 | 93 | 4,364 | 128 | 70 | 198 | |
Carrying amount | |||||||||
30 November 2012 | 1,821 | 393 | 651 | 107 | 2,972 | 48 | 71 | 119 | |
30 November 2011 | 2,150 | 743 | 519 | 146 | 3,558 | 54 | 100 | 154 |
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 2012 was deemed necessary (2011: £nil). If the discount factor were increased by 0.5% there would be no impact on impairment at the 2012 balance sheet date (2011: £nil).
Of the significant publishing title carrying values:
·; £571,000 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;
·; £771,000 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; and
·; £479,000 relates to the trade of Ikonami (Radcliffe Solutions) in the health sector.
The addition to other acquired assets in 2011 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. There were no assets taken on as part of this deal. The carrying value is £393,000 (2011: £743,000).
In web design the major additions in 2011 and 2012 relate to the development of improved e-marketing tools, 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, and continuing digital migration of the Group's products, notably the Education online subscription service.
13 | PROPERTY, PLANT AND EQUIPMENT |
Group | Leasehold property improvements | Computer equipment | Fixtures, fittings & equipment | Total | |
£'000 | £'000 | £'000 | £'000 | ||
Cost | |||||
1 December 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 | |
Additions | 34 | 13 | 4 | 51 | |
Disposals | (37) | (42) | (14) | (93) | |
30 November 2012 | 249 | 53 | 76 | 378 | |
Depreciation | |||||
1 December 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 | |
Charged in the year | 81 | 24 | 22 | 127 | |
Disposals | (37) | (42) | (14) | (93) | |
30 November 2012 | 166 | 41 | 47 | 254 | |
Net book value | |||||
30 November 2012 | 83 | 12 | 29 | 124 | |
30 November 2011 | 130 | 23 | 47 | 200 |
Company | Leasehold property improvements | Computer equipment | Fixtures, fittings & equipment | Total | |
£'000 | £'000 | £'000 | £'000 | ||
Cost | |||||
1 December 2010 | 356 | 29 | 56 | 441 | |
Additions | 2 | 23 | 4 | 29 | |
Write offs | (157) | (16) | (10) | (183) | |
30 November 2011 | 201 | 36 | 50 | 287 | |
Additions | 2 | 10 | 4 | 16 | |
Write offs | - | (1) | (1) | (2) | |
30 November 2012 | 203 | 45 | 53 | 301 | |
Depreciation | |||||
1 December 2010 | 176 | 19 | 14 | 209 | |
Charged in the year | 66 | 13 | 16 | 95 | |
Write offs | (157) | (16) | (10) | (183) | |
30 November 2011 | 85 | 16 | 20 | 121 | |
Charged in the year | 66 | 17 | 18 | 101 | |
Write offs | - | (1) | (1) | (2) | |
30 November 2012 | 151 | 32 | 37 | 220 | |
Net book value | |||||
30 November 2012 | 52 | 13 | 16 | 81 | |
30 November 2011 | 116 | 20 | 30 | 166 |
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 | Ordinary | 100% | Software provider |
* Indirectly held
Company | 2012 | 2011 | ||||
Shares in subsidiary undertakings | Loans to subsidiary undertakings | Total | Shares in subsidiary undertakings | Loans to subsidiary undertakings | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Cost: | ||||||
At 1 December | 10,999 | 2,595 | 13,594 | 10,219 | 2,595 | 12,814 |
Additions | 2,792 | - | 2,792 | 780 | - | 780 |
At 30 November | 13,791 | 2,595 | 16,386 | 10,999 | 2,595 | 13,594 |
Amounts written off: | ||||||
At 1 December | 5,569 | - | 5,569 | 2,806 | - | 2,806 |
Impairment in the year | 3,420 | - | 3,420 | 2,763 | - | 2,763 |
At 30 November | 8,989 | - | 8,989 | 5,569 | - | 5,569 |
Net book value: | ||||||
At 30 November | 4,802 | 2,595 | 7,397 | 5,430 | 2,595 | 8,025 |
The Company acquired Radcliffe Solutions Limited in 2011 (note 26). This was for cash consideration of £65,000, with deferred consideration of £236,000 and contingent consideration provided at £550,000 net of £71,000 notional interest adjustment provided at acquisition date.
The Group tests the investments annually for impairment or more frequently if there are indications that they might be impaired following the impairment methodology set out in note 11. In 2012 two investments were deemed to be impaired as explained below. The other investments require substantial decreases in their 2013 forecast cash flows to be calculated as impaired. On investments a 0.5% increase in the discount factor would have no impact and forecast results would need to reduce by over 5% before any further impairment is due and then on Radcliffe Publishing investment only.
In 2012 two (2011: two) trading investments were fully impaired due to the inherent uncertainty in a turnaround happening in their trading. In 2012 the carrying value for Radcliffe Solutions (formerly Ikonami) has been deemed to be impaired by £300,000 reflecting the tough current trading environment that endures at present, as explained in the Chief Executive's statement. Also the Special Education Publishing asset has been fully impaired at a charge of £328,000 as, while valuable to the Education division's product range, the results are not sufficiently certain to improve in the short-term so as to not write down its value.
The addition in 2012 reflects a capital contribution to a subsidiary as its balances owed to group undertakings were written down in the year. The entity's trade was then disposed of (note 26) and so the same amount was then impaired.
15 | DEFERRED TAX |
Group | Company | |||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
Deferred tax assets | ||||
Current | 669 | 537 | 131 | 110 |
Non-current | 352 | 373 | - | - |
1,021 | 910 | 131 | 110 | |
Deferred tax liabilities | ||||
Current | (168) | (180) | (1) | (3) |
Non-current | (251) | (546) | - | - |
(419) | (726) | (1) | (3) | |
Net position at 30 November | 602 | 184 | 130 | 107 |
Group | Capital allowances | Tax losses | Goodwill and Intangible assets | Other | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 |
| |||||
1 December 2010 | 2 | 619 | (571) | 152 | 202 |
Credit / (charge) to income for the year | - | 188 | 254 | (24) | 418 |
Charge to equity for the year | - | - | - | (31) | (31) |
Acquisition | - | - | (405) | - | (405) |
30 November 2011 | 2 | 807 | (722) | 97 | 184 |
Credit / (charge) to income for the year | 163 | (45) | 42 | 25 | 185 |
Charge to equity for the year | - | - | - | (30) | (30) |
Prior year acquisition adjustment (note 11) | - | - | 263 | - | 263 |
30 November 2012 | 165 | 762 | (417) | 92 | 602 |
There are accumulated losses of £13,009,000 (2011: £12,752,000) 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 £9,696,000 (2011: £9,523,000) as the probability that future taxable profits beyond five years will be available cannot be certain.
Company | Capital allowances | Tax losses | Other | Total |
| £'000 | £'000 | £'000 | £'000 |
| ||||
1 December 2010 | - | - | 134 | 134 |
Credit / (charge) to income for the year | - | 25 | (21) | 4 |
Charge to equity for the year | - | - | (31) | (31) |
30 November 2011 | - | 25 | 82 | 107 |
Credit / (charge) to income for the year | 54 | (25) | 24 | 53 |
Charge to equity for the year | - | - | (30) | (30) |
30 November 2012 | 54 | - | 76 | 130 |
16 | INVENTORIES |
Group | Company | |||||
2012 | 2011 | 2012 | 2011 | |||
£'000 | £'000 | £'000 | £'000 | |||
Book inventories | 1,648 | 1,284 | - | - |
Inventories were written down by £30,000 (2011: £950,000), with £30,000 (2011: £nil) included within cost of sales and £nil (2011: £950,000) included as a restructuring charge (note 5), from a carrying amount of £30,000 (2011: £1,161,000) down to £nil (2011: £211,000).
17 | TRADE AND OTHER RECEIVABLES |
Group | Company | |||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Due within one year: | ||||
Trade receivables | 1,827 | 1,838 | - | - |
Amounts owed by group undertakings | - | - | 3,536 | 3,460 |
Other receivables | 298 | 262 | 228 | 637 |
Prepayments and accrued income | 593 | 565 | 169 | 185 |
2,718 | 2,665 | 3,933 | 4,282 | |
Due in more than one year: | ||||
Other receivables | - | - | - | - |
2,718 | 2,665 | 3,933 | 4,282 |
The average credit period taken on sales of goods is 46 days (2011: 40 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 (note 22) and has been made with reference to past default experience. The Directors consider that the carrying amount of trade and other receivables approximates to their fair values.
The Group's exposure to credit risk and impairment losses related to trade and other receivables are disclosed in note 22.
The Group holds no collateral against these receivables at the balance sheet date and charges no interest on its overdue receivables.
18 | BORROWINGS |
Group | Company | |||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Non-current | ||||
Bank loans | 475 | 750 | 475 | 750 |
475 | 750 | 475 | 750 | |
Current | ||||
Bank loans | 400 | 375 | 400 | 375 |
400 | 375 | 400 | 375 | |
875 | 1,125 | 875 | 1,125 |
The effective interest rates and applicable balances at the balance sheet dates are as follows:
| Group | Company |
| ||||
| 2012 | 2011 | 2012 | 2011 |
| ||
| £'000 | £'000 | £'000 | £'000 |
| ||
|
| ||||||
| Bank overdraft facility (2.25% over the lending Bank's base rate) | - | - | - | - |
| |
| Bank loans (4.25% over LIBOR) | 875 | 1,125 | 875 | 1,125 |
| |
| 875 | 1,125 | 875 | 1,125 |
| ||
18 | BORROWINGS (continued) | ||||||
At 30 November there were the following committed undrawn borrowing facilities expiring as follows:
Group | Company | |||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
In one year or less - Bank overdraft facility | 750 | 750 | 750 | 750 |
The weighted average interest rate implicit in the group's bank loans at 30 November 2012 was 5.41% (2011: 4.88%) and the weighted average period until maturity was 1.7 years (2011: 1.8 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 (2011: £750,000) is, when utilised, repayable on demand.
The bank loan is guaranteed by material subsidiaries of the Group.
It has been renegotiated in January 2013 and is repayable over 3.5 years ending in May 2016 (2011: 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). The repayment profile is given in note 22.
19 | TRADE AND OTHER PAYABLES |
Group | Company | |||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Trade payables | 885 | 1,113 | 52 | 151 |
Amounts due to group undertakings | - | - | 4,564 | 2,774 |
Other payables | 419 | 250 | 328 | 179 |
Accruals | 1,465 | 1,640 | 394 | 399 |
Total current | 2,769 | 3,003 | 5,338 | 3,503 |
Trade, other payables, and accruals principally comprise amounts outstanding for trade and ongoing costs. The average credit period taken for trade purchases is 43 days (2011: 32 days).
20 | DEFERRED INCOME |
Group | Company | |||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
Subscription and events fees received in advance | 2,444 | 2,732 | - | - |
21 | PROVISIONS |
The provisions relate to contingent consideration for various acquisitions of subsidiaries.
Group | Company | |||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
1 December | 932 | 258 | 932 | 258 |
Increase in year | 1 | 715 | 1 | 715 |
Release of provisions in year | (687) | - | (687) | - |
Utilised during the year | (29) | (58) | (29) | (58) |
Unwinding of discount | 3 | 17 | 3 | 17 |
30 November | 220 | 932 | 220 | 932 |
Included in current liabilities | 125 | - | 125 | - |
Included in non-current liabilities | 95 | 932 | 95 | 932 |
In 2010 a provision of £257,000 was made for the contingent consideration relating to the acquisition of Radcliffe Publishing Limited which could be payable in 2013 based on results in the 2012 financial year, with a maximum payable of £800,000. The provision has been reduced in 2012 to an expected payment in 2013 of £50,000.
In 2011 further provisions were made in relation to the acquisition of Radcliffe Solutions, formerly 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 was provided net of a notional interest discount of £71,000 which is unwinding through to the payment date. The January 2013 provision has been reduced by a working capital adjustment to £75,000 and the 2014 provision has been reduced to £100,000 net of the corresponding reduction to notional interest.
The provision releases are reflected in acquisition-related credits in the income statement.
22 | FINANCIAL INSTRUMENTS |
The Group's activities expose the Group to a number of risks including capital risk management, market risk (foreign currency risk and interest rate risk), liquidity risk and credit risk. The policies for managing these risks are regularly reviewed and agreed by the Board.
It is, and has been throughout the year under review, the Group's policy that no trading in financial instruments shall be undertaken.
Capital management
The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital. The Group in particular reviews its levels of borrowing (note 18) and the repayment dates, setting these out against forecast cash flows and reviewing the level of available funds.
The capital structure of the Group consists of debt, cash and cash equivalents and equity attributable to holders of the parent, comprising issued share capital, reserves and retained earnings. Consistent with others in the industry, the Group reviews the gearing ratio to monitor the capital. This ratio is calculated as the net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as equity (including capital, reserves and retained earnings). This gearing ratio will be considered in the wider macroeconomic environment. With the current restraints on the availability of finance and economic pressures the Group has lowered its gearing ratio expectations and has reduced debt considerably in the last five years.
22 | FINANCIAL INSTRUMENTS (continued) |
Categories of financial instruments
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1 to the financial statements.
Group | Company | ||||
2012 | 2011 | 2012 | 2011 | ||
Notes | £'000 | £'000 | £'000 | £'000 | |
Financial assets | |||||
Loans and receivables | |||||
Trade receivables | 17 | 1,827 | 1,838 | - | - |
Other receivables | 17 | 298 | 262 | 3,764 | 4,097 |
Accrued income | 112 | 78 | - | - | |
Cash and cash equivalents | 27 | 983 | 305 | 750 | 10 |
Total financial assets | 3,220 | 2,483 | 4,514 | 4,107 | |
Financial liabilities | |||||
Amortised cost | |||||
Bank loans | 18 | 875 | 1,125 | 875 | 1,125 |
Current tax liabilities | 80 | 47 | - | - | |
Trade payables | 19 | 885 | 1,113 | 52 | 151 |
Other payables | 19 | 419 | 250 | 4,892 | 2,953 |
Accruals | 19 | 1,465 | 1,640 | 394 | 399 |
Contingent consideration | 21 | 220 | 932 | 220 | 932 |
Deferred income | 20 | 2,444 | 2,732 | - | - |
Total financial liabilities | 6,388 | 7,839 | 6,433 | 5,560 |
Liquidity risk
Cash balances are placed so as to maximise interest earned while maintaining the liquidity requirements of the business. When seeking borrowings, the Directors consider the commercial terms available and, in consultation with their advisers, consider whether such terms should be fixed or variable and are appropriate to the business. The Directors review the placing of cash balances on an ongoing basis. Any surplus cash balances during the year were kept in standard accounts at standard bank interest rates. The financial assets of the group at 30 November 2012 were mainly designated in sterling and earned floating rate standard bank interest. These are disclosed under cash at bank and in hand of £983,000 (2011: £305,000).
The Group would normally expect that sufficient cash is generated in the operating cycle to meet the contractual cash flows through effective cash management. In addition, the Group maintains a committed undrawn bank facility of £750,000 (2011: £750,000) which can be accessed as considered necessary. This facility is subject to annual renewal and any borrowings under it are repayable on demand.
Interest rate risk
The Group and company's interest rate exposure arises mainly from the interest bearing borrowings. Contractual agreements entered into at floating rates expose the entity to cash flow risk while any fixed rate borrowings would expose the entity to fair value risk.
The tables below show the Group's financial assets and liabilities split by those bearing fixed and floating rates and those that are non-interest bearing.
22 | FINANCIAL INSTRUMENTS (continued) |
Interest rate risk | Floating rate | Non-interest bearing | Total |
£'000 | £'000 | £'000 | |
At 30 November 2012 | |||
Cash and cash equivalents | 983 | - | 983 |
Trade and other receivables | - | 2,237 | 2,237 |
983 | 2,237 | 3,220 | |
Current tax liabilities | - | 80 | 80 |
Trade and other payables | - | 2,769 | 2,769 |
Deferred income | - | 2,444 | 2,444 |
Borrowings | 875 | - | 875 |
Provisions - contingent consideration | - | 220 | 220 |
875 | 5,513 | 6,388 | |
At 30 November 2011 | |||
Cash and cash equivalents | 305 | - | 305 |
Trade and other receivables | - | 2,178 | 2,178 |
305 | 2,178 | 2,483 | |
Current tax liabilities | - | 47 | 47 |
Trade and other payables | - | 3,003 | 3,003 |
Deferred income | - | 2,732 | 2,732 |
Borrowings | 1,125 | - | 1,125 |
Provisions - contingent consideration | - | 932 | 932 |
1,125 | 6,714 | 7,839 |
The Group has derived a sensitivity analysis based on a 1% change in the floating interest rate:
2012 | 2011 | |
£'000 | £'000 | |
Impact on equity and profit after tax | ||
1% increase in base rate of interest | (9) | (11) |
1% decrease in base rate of interest | 9 | 11 |
The undiscounted contractual cash flows, including interest payments, are set out in the tables below.
UNDISCOUNTED CONTRACTUAL CASH FLOWS | ||||
Group | In less than one year | Between one and two years | Between two and five years | Total |
£'000 | £'000 | £'000 | £'000 | |
Bank loans | 440 | 148 | 368 | 956 |
Contingent consideration | 125 | 100 | - | 225 |
Other liabilities | 5,293 | - | - | 5,293 |
At 30 November 2012 | 5,858 | 248 | 368 | 6,474 |
Bank loans | 389 | 388 | 381 | 1,158 |
Contingent consideration | 29 | 407 | 550 | 986 |
Other liabilities | 5,782 | - | - | 5,782 |
At 30 November 2011 | 6,200 | 795 | 931 | 7,926 |
22 | FINANCIAL INSTRUMENTS (continued) |
UNDISCOUNTED CONTRACTUAL CASH FLOWS | ||||
Company | In less than one year | Between one and two years | Between two and five years | Total |
£'000 | £'000 | £'000 | £'000 | |
Bank loans | 440 | 148 | 368 | 956 |
Contingent consideration | 125 | 100 | - | 225 |
Other liabilities | 5,338 | - | - | 5,338 |
At 30 November 2012 | 5,903 | 248 | 368 | 6,519 |
Bank loans | 389 | 388 | 381 | 1,158 |
Contingent consideration | 29 | 407 | 550 | 986 |
Other liabilities | 3,503 | - | - | 3,503 |
At 30 November 2011 | 3,921 | 795 | 931 | 5,647 |
The terms, security and repayment information on these borrowings are given in note 18. Contingent consideration and other liabilities are not interest bearing and unsecured.
Foreign exchange risk
The Group and Company operates principally in the United Kingdom and as such the majority of the Group and Company's financial assets and liabilities are denominated in sterling and there is no material exposure to exchange risks.
The Group and Company does suffer some exposure to exchange risk as a proportion of its business is overseas. Where the Group and Company enters into significant contracts denominated in overseas currencies it is not currently the Group and Company's policy to mitigate exchange risk by entering into forward currency contracts. The Group and Company attempt to mitigate its exposure by offsetting liabilities against foreign currency receipts as far as is possible.
Credit risk
The Group's principal financial assets are cash and cash equivalents, trade and other receivables and accrued income which represent the Group's maximum exposure to credit risk in relation to financial assets.
The Group's credit risk primarily relates to trade and other receivables and accrued income. The amounts presented in the balance sheet are net of allowances for doubtful receivables, as estimated by the Group's management.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
The following table provides analysis of trade receivables that were past due at 30 November, but not impaired. The Group believes that the balances are ultimately recoverable based on a review of past payment history and the current financial status of the customers.
Ageing of receivables past due but not impaired | ||
2012 | 2011 | |
£'000 | £'000 | |
30-60 days | 381 | 560 |
60-90 days | 220 | 258 |
90-120 days | 43 | 57 |
Greater than 120 days | 23 | - |
667 | 875 |
The Group's policy is that debt is payable within 30 days. The older debt above will include items billed, such as conferences and subscription renewals, ahead of the delivery so some payments may be held back.
22 | FINANCIAL INSTRUMENTS (continued) |
Movement in the provision for impairment for trade receivables:
2012 | 2011 | |||
£'000 | £'000 | |||
Opening balance at 1 December | (360) | (580) | ||
Net credit to Income Statement in year | 81 | 220 | ||
Closing balance at 30 November | (279) | (360) |
Fair value
The Directors consider that the fair values of the Group's financial instruments do not significantly differ from their book values.
23 | SHARE CAPITAL |
The Company does not have an authorised share capital in either year.
Allotted, issued and fully paid: | 2012 | 2011 |
Ordinary shares | Ordinary shares | |
£'000 | £'000 | |
As at 1 December | 2,989 | 2,987 |
Issue of share capital | 1,007 | - |
Options exercised | - | 2 |
As at 30 November | 3,996 | 2,989 |
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 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 | ||
10 September 2012 | Share issue at 1.5 pence per share | 100,665,458 | 1,007 | 1.800p |
At 30 November 2012 | 399,581,838 | 3,996 |
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 1,434,296 shares (2011: 1,652,094 shares).
25 | NON-CONTROLLING INTEREST |
The Group's non-controlling interest in both 2012 and 2011 was composed entirely of equity interests and represents the non-controlling interest of 30% in IGaming Business Limited.
26 | BUSINESS COMBINATIONS AND DISPOSALS |
Cash paid net of cash acquired:
Date of acquisition | 2012 | 2011 | |
£'000 | £'000 | ||
Prior year acquisitions: | |||
Radcliffe Solutions Limited (formerly Ikonami Limited) 1 | 14 April 2011 | 29 | 113 |
29 | 113 |
1 In 2011, £65,000 was paid on acquisition and 8 months of 12 monthly instalments of deferred consideration totalling £86,000 but net of cash in the business of £10,000 as below. In 2012 the remaining 4 months of deferred consideration were paid.
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 paid over 12 equal monthly instalments from the month of acquisition and £75,000 being payable in January 2013 (net of working capital adjustment). Contingent consideration is payable in 2014 based on EBITA for the year to 30 November 2013 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, net of discounting (maximum £2,000,000) | 479 | - | 479 |
780 | - | 780 |
The deferred consideration tranche 2 was reduced to £75,000 and the contingent consideration to £87,000 (net of discounting) through acquisition-related credits in the income statement in the year (note 5).
The School Run ("TSR")
On 4 April 2012 the trade of TSR was disposed of for no consideration. This contributed revenue of £107,000 (30 November 2011: £329,000) and adjusted EBITA* (before allocation of the central division costs) of £103,000 loss (30 November 2011: £167,000 loss) before disposal. Post disposal the Group now receives a licence income calculated as a percentage of revenue and has the option to buy the trade back at a set multiple which is not valued in the Group's balance sheet as of immaterial value to the Group at the present date based on current trading. Due to its immaterial size this trade has not been separated out in the Group's income statement as a discontinued operation.
27 | ANALYSIS OF CHANGES IN NET FUNDS AND DEBT |
Group | At 1 December 2011 | Cash flow | Non-cash changes | At 30 November 2012 |
£'000 | £'000 | £'000 | £'000 | |
| ||||
Cash at bank and in hand | 305 | 678 | - | 983 |
Overdraft | - | - | - | - |
Net cash | 305 | 678 | - | 983 |
Bank loans due within one year | (375) | 250 | (275) | (400) |
Debt due within one year | (375) | 250 | (275) | (400) |
Bank loans due after one year | (750) | - | 275 | (475) |
Debt due after one year | (750) | - | 275 | (475) |
Net fund / (debt) | (820) | 928 | - | 108 |
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. The terms on the debt is set out in notes 18 and 22. 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 the following option or share ownership schemes and warrants 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:
2012 | 2011 | |||
Black Scholes | Monte Carlo | Black Scholes | Monte Carlo | |
Expected life (years) | 3.00 - 3.25 | 3.20 - 5.00 | 3.00 - 5.00 | 3.20 - 5.00 |
Risk free rate (%) | 4.8039 - 4.9315 | 0.0126 - 5.1720 | 2.6607 - 4.9315 | 0.0126 - 5.1720 |
Volatility (%) | 30.473 - 31.1165 | 39.740- 57.562 | 30.473 - 40.075 | 39.740- 57.562 |
Dividend yield (%) | 0 | 0 | 0 | 0 |
Weighted average share price (p) | 2.10 | 2.10 | 3.80 | 3.80 |
Weighted average exercise price (p) | 1.00 | 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.
a | Share Incentive Plan |
In September 2005, the Group introduced a Share Incentive Plan and has run it in three further years (2006, 2007 and 2010). Under this plan the employees are eligible to acquire shares in the following ways:
·; Free Shares
·; Partnership Shares
·; Matching Shares
The Free shares are available to all eligible employees and the shares must be held in the trust for a minimum period of 3 years unless the employee leaves the Company, in which case the Free shares may either be forfeited or withdrawn from the Plan.
Partnership shares are available for purchase by employees at current market value. Employees can invest any amount from between £10 - £1,500 (or 10% of the employee's salary if lower). The Partnership shares will be matched by the Matching shares on a 1 for 1 basis (2 for 1 basis in 2006 and 2005).
28 | SHARE BASED PAYMENT (continued) |
a | Share Incentive Plan (continued) |
The Partnership and Matching shares will also be held in the Trust for a minimum of 3 years unless the employee leaves the Company in which case the Free shares may either be forfeited or withdrawn from the Plan. All of the shares are purchased at fair value in the market. The cash cost of the Partnership shares was expensed in the year, see staff costs analysis in note 4. The total fair value of the options granted in the year (excluding the paid for Partnership shares) was £nil (2011: £nil).
2012 | 2011 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
Outstanding at the beginning of the period | 1,400,064 | 6.79 | 1,656,150 | 6.91 |
Forfeited during the period | (288,829) | 7.21 | (256,086) | 7.53 |
Outstanding at the end of the period | 1,111,235 | 6.68 | 1,400,064 | 6.79 |
Exercisable at the end of the period | 480,551 | 9.22 | 645,327 | 9.18 |
The weighted average remaining contractual life of share options outstanding at the end of the period was 6 years (2011: 7 years). The exercise price of the outstanding options ranges from 4.75 - 10.37 pence, but will have been paid at the outset on these options and nothing will be receivable by the Group.
b | Long Term Incentive Plan |
In November 2007, the Group introduced a Long Term Incentive Plan ('LTIP'), under which at that time 14 members of senior management were granted a maximum of 5,658,824 share options dependent on performance criteria. The options, all with an exercise price of 1 pence, vested in February 2010 as the performance criteria of the Company achieving an average of at least 15% annualised adjusted earnings per share growth over the three years to November 2009 was met, although the maximum where growth of 25% per year was required was not. 1,957,731 of the vested options remain (2011: 2,092,723) and the weighted average remaining contractual life of these options is 5 years (2011: 6 years).
In 2010 a new LTIP scheme was launched in two parts, a Profit Growth Plan ('PGP') and a Share Price Growth Scheme ('SPGS').
Under the PGP 8 members of senior management were granted a maximum of 9,650,000 options in April 2010 to acquire shares in the Company at nominal value under a new 2010 Company Share Option Plan ("2010 Plan"). The scheme was subject to performance conditions relating to the growth in adjusted operating profit (note 5) in the business unit for which the participant was responsible over the two years to 30th November 2011 or, in the case of Directors, the Group as a whole. Vesting rights in these options start to accrue if profit growth exceeds certain minimum growth thresholds that have been set for each individual business unit and ranged from 3% to 8% per annum. The number of shares that have vested under the Profit Growth Plan is 1,500,000 and relate to one individual only.
Options were granted in September 2010 under the SPGS to the two executive Directors and will be exercisable at their nominal value of 1p subject to performance conditions which reward share price growth from November 30th 2009 to April 2014 above a threshold of 10% annual compound growth. The award was made wholly under the unapproved part of the 2010 Plan. The maximum number of shares allowed under the Share Price Growth Scheme is 19,120,000, which would require annualised compound share price growth over the period of 45% per annum.
2012 | 2011 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
Outstanding at the beginning of the period | 22,712,723 | 1.00 | 34,416,641 | 1.00 |
Forfeited during the period | (134,992) | 1.00 | (1,500,000) | 1.00 |
Exercised during the period | - | - | (78,918) | 1.00 |
Expired during the period | - | - | (10,125,000) | 1.00 |
Outstanding at the end of the period | 22,577,731 | 1.00 | 22,712,723 | 1.00 |
Exercisable at the end of the period | 3,457,731 | 1.00 | 2,092,723 | 1.00 |
28 | SHARE BASED PAYMENT (continued) |
b | Long Term Incentive Plan (continued) |
The weighted average remaining contractual life of share options outstanding at the end of the period was 8 years (2011: 9 years). For all share options outstanding at the year end the exercise price was 1 pence.
c | Unapproved Share Option Scheme |
These options have been awarded to key members of management and staff and are exercisable, subject to various trigger price restrictions, at any time between the third and tenth anniversaries of the date of grant and the weighted average remaining contractual life of these options is 0 year (2011: 1 years). For share options outstanding at the year end the exercise price was 4.62 pence.
2012 | 2011 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
Outstanding at the beginning of the period | 370,130 | 4.62 | 370,130 | 4.62 |
Forfeited during the period | (370,130) | 4.62 | - | - |
Outstanding at the end of the period | - | - | 370,130 | 4.62 |
Exercisable at the end of the period | - | - | 370,130 | 4.62 |
No options were granted in the year and so the total fair value was £nil (2011: £nil). For the Group's options to vest where a trigger price is included, the Group's market share price must meet that trigger. The relevant trigger prices for the options outstanding at the end of the prior year were 5 pence for 70,130 and 7.5 pence for 300,000, both of which had been triggered.
d | Enterprise Management Incentive Scheme |
These options have been awarded to key members of management and staff and are exercisable, subject to various trigger price restriction, at any time between the third and tenth anniversaries of the date of grant and the weighted average remaining contractual life of these options is 2 years (2011: 5 years). For share options outstanding at the year end the exercise price ranged from 1.00-5.38 pence.
2012 | 2011 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
Outstanding at the beginning of the period | 2,732,054 | 3.42 | 4,162,054 | 3.14 |
Forfeited during the period | (1,512,054) | 3.37 | (160,000) | 3.26 |
Exercised during the period | - | - | (120,000) | 1.00 |
Expired during the period | - | - | (1,150,000) | 2.70 |
Outstanding at the end of the period | 1,220,000 | 3.47 | 2,732,054 | 3.42 |
Exercisable at the end of the period | 830,000 | 3.58 | 2,342,054 | 3.44 |
No options were granted in the year (2011: none) with a total fair value of £nil (2010: £nil). For the Group's options to vest where a trigger price is included, the Group's market share price must meet that trigger. Of the options outstanding at the end of the period 200,000 (2011: 200,000) had a trigger price of 12 pence and 190,000 (2011: 190,000) of 15 pence and these have not been triggered.
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 | ||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Within one year | 252 | 232 | 210 | 210 |
Between two and five years | 520 | 771 | 395 | 605 |
772 | 1,003 | 605 | 815 |
Operating lease payments represent rentals payable by the Group for its office properties. Leases are negotiated for an average term, excluding break clauses, of 4 years (2011: 5 years) and rentals are fixed for an average of 4 years (2011: 5 years).
Plant and machinery | Group | Company | ||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
Within one year | 10 | 19 | - | - |
Between two and five years | 12 | 22 | - | - |
22 | 41 | - | - |
Operating lease payments represent rentals payable by the Group for printers and a forklift truck (which finished in 2012). Leases are negotiated for an average term, excluding break clauses, of 4 years (2011: 4 years) and rentals are fixed for an average of 4 years (2011: 4 years).
30 | POST BALANCE SHEET EVENTS |
Since the balance sheet there has been one significant event which was the signing of a new loan agreement for the Group and Company's Bank loan (note 18).
31 | CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES |
There are no capital commitments at the balance sheet date (2011: £65,000 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 21).
32 | RELATED PARTY TRANSACTIONS |
All related party balances held at November 2012 and 2011 are unsecured.
Subsidiaries
Its 70% (2011: 70%) owned subsidiary, I-Gaming Limited, is owed by other Group undertakings £3,020,000 (2011: £1,922,000) and owes £1,820,000 at 30 November 2012 (2011: £1,082,000), including debt due from the Company of £3,019,000 (2011: from the Company £1,922,000), after being charged costs and allocated staff time in the year of £828,000 (2011: £677,000).
Advisory Services
The Board receives financial advice from Trillium Partners Limited ("Trillium Partners"). Trillium Partners is a specialist media advisory firm, in which voting control of 45.0% (2011: 44.8%) is held 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 (2011: under £0.1 million). The Group continues to receive advice at a similar level into 2013.
32 | RELATED PARTY TRANSACTIONS (continued) |
Company
The table below sets out the transactions and balances with other group undertakings:
Balance | Transactions in year | |||
Debtor / (creditor) | Income / (expenditure) | |||
2012 | 2011 | 2012 | 2011 | |
| £'000 | £'000 | £'000 | £'000 |
iGaming Business Limited | (3,019) | (1,922) | (1,097) | (1,080) |
Incentive Plus Limited | 239 | (94) | 333 | (147) |
Speechmark Publishing Limited | (1,491) | (683) | (808) | (213) |
My Child Limited | - | - | - | (2,616) |
Optimus Professional Publishing Limited | 803 | 60 | 743 | 1,355 |
Electric Word Publishing Limited | - | - | - | 9 |
P2P Publishing Limited | (54) | 2,276 | (2,330) | 2,402 |
SBG Companies Limited | 1,059 | 781 | 278 | 1,256 |
Lottery monitor Limited | - | - | - | 3 |
PFP Publishing Limited | - | - | - | 17 |
Special Education Publishing Limited | - | - | - | (937) |
Radcliffe Publishing Limited | 793 | (75) | 868 | 285 |
Radcliffe Solutions Limited | 471 | 172 | 299 | 172 |
Electric Word Employee Benefit Trust | 171 | 171 | - | - |
(1,028) | 686 |
The natures of the transactions with group undertakings comprise salary recharges, recharges of various trading activities, and cash draw downs.
Key management personnel
For details of related party transactions with key management personnel see note 4.
Related Shares:
ELE.L