23rd Feb 2015 07:00
23th February 2015
ELECTRIC WORD PLC
Preliminary Results to 30 November 2014
Electric Word, the specialist information business with divisions operating in the Sport & Gaming, education and Health sectors, announced today audited results for the year ended 30 November 2014.
FINANCIAL HIGHLIGHTS
Revenue from continuing operations up 3% to £13.6m · Live events revenue up 22% driven by growth in iGaming events · Revenue mix change: Digital and Live revenue up from 59% to 67% of Group revenue o Live up to 42% (2013: 35%) of Group revenues o 44% of publishing revenues include a digital format (2013: 40%) · Sport & Gaming revenue up 18%; Education down 9%; Health down 10%
Group adjusted EBITA* down 7% from £0.74 to £0.69m · Sport & Gaming EBITA* up 34% from £1.4m to £1.9m · Education EBITA* down from £0.1m loss to £0.4m loss, due to lower sales linked to legacy products and further investments · Health EBITA* down from £0.2m profit to £0.1m loss due to lower sales of non-book products
Loss from continuing operations improved from £0.32m to £0.27m · Amortisation cost reduced from £0.9m to £0.6m · Loss from discontinued operations of £1.0m including £0.8m impairments, following disposal of non-strategic businesses (2013: £0.3m loss)
|
* EBITA denotes adjusted EBITA as defined in Note 5 and excludes amortisation and 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. This definition applies throughout the Annual Report and Financial Statements
OPERATIONAL HIGHLIGHTS
Sport & Gaming:
· Significant growth in iGaming events revenues driven by larger venues and new affiliate sectors
· Development and launch of new premium digital subscription services
· Subscriptions and live events account for 84% (up from 61%) of total revenue for the division
Education:
· Strategic realignment and rebrand of the product portfolio into three core services
· Continued investment in digital product development and sales
· Continued strong performance from conferences following investment in new products and formats
· Disposal of Incentive Plus business (2014)
Health:
· Milton Keynes office closure completed to create a single multi-disciplinary team in London
· Investment in digital infrastructure to improve distribution and sales of ebooks
· Investment in new Speechmark digital products for launch in 2015
· Disposal of Sports Performance (2014) and Radcliff Solutions (January 2015)
Julian Turner, Chief Executive of Electric Word, commented:
"In 2014 we started to see results from the investments the company has made to improve our digital infrastructure and expand our events. Progress has been made across the Group and we expect this to continue in 2015. Trading in the current year is in line with the Board's expectations for the divisions, although the forthcoming General Election inevitably carries some uncertainty for the education sector, while central costs are expected to increase following a move into new premises in the second quarter."
Financial summary (£'000) | 2014 £'000 | % Change £'000 | 2013 £'000 Restated |
Continuing operations
Revenue |
13,624 |
+3% |
13,200 |
Gross Profit | 7,391 | +6% | 6,989 |
Adjusted EBITA* | 685 | 738 | |
Adjusted profit before tax* | 650 | 693 | |
Amortisation | (636) | (865) | |
Impairment expense | - | (674) | |
Restructuring costs | (84) | (196) | |
Acquisition-related credits | - | 44 | |
Share-based payment (charges) / credits | (270) | 27 | |
Loss before tax |
(340) |
|
(971) |
Loss for the financial year from continuing operations |
(266) |
|
(319) |
Loss for the financial year from continuing and discontinued operations |
(1,289) |
(614) | |
Diluted loss per share from continuing operations | (0.09)p | (0.11)p | |
Adjusted diluted earnings per share* |
0.08p |
0.11p | |
Diluted loss per share from continuing and discontinued operations |
(0.33)p |
(0.18)p | |
* Adjusted figures (note 5) exclude amortisation, 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.
|
Comparative figures for the year to 30 November 2013 have been restated to reclassify the results of the Sports Performance, Incentive Plus and Radcliffe Solutions businesses as discontinued operations as a result of their disposals. See note 10.
The audited report and accounts of the Company for the year ended 30 November 2014 have been posted to the Company's website at www.electricwordplc.com. The printed version, together with details of the Annual General Meeting, will be posted to shareholders in due course.
ENDS
Enquiries:
Electric WordJulian Turner, Chief Executive 020 7954 3470 | |
Panmure GordonAndrew Potts 020 7459 3600 | |
Notes to Editors
Electric Word plc is a specialist media group supporting professional development, compliance and management effectiveness through a wide range of digital, print and live formats. Our approach is to identify niche communities within our market sectors and fulfil our customers' key information needs to enable them to do their jobs better and enhance their careers. We achieve this by developing a deep understanding of our sectors and our customers' challenges and 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 be transferred to another as opportunities arise.
The Group is composed of three market-facing divisions:
Sport & Gaming
This division provides business insight, data and analysis to professionals in the global businesses of sport and online gaming. SportBusiness Group provides subscription websites and magazines for sports industry professionals who work in governing bodies, the media, sports marketing, sponsorship and club and event management. iGaming Business provides events, subscription websites and magazines 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.
Education
The Education division, operating through the Optimus Education brand, supports the professional development of teachers and school leaders through an online subscription-based information and training service and through live conferences.
Health
The Health division provides professional education and training products for doctors, healthcare managers, speech therapists and other health professionals through the Radcliffe and Speechmark brands. Radcliffe publishes books and other associated products to support the education and professional development of doctors, managers and professionals allied to health. Speechmark specialises in resources for speech therapists, special needs co-ordinators and teachers.
CHAIRMAN'S STATEMENT
Dear Fellow Stakeholders,
Our objective, as always, is to grow the long-term value of the Group's strategic assets. We are doing this by increasing the focus of the business, strengthening its leadership, investing to build excellent, market-leading products and services and growing scale and margins. In 2014 we made progress on all these fronts, while recognising that there is further to go.
The business has been streamlined by disposing of several non-core activities to enable us to focus management and resources on the key areas of future growth. Leadership has been strengthened by a new Managing Director of the Education division and the addition of Henrietta Marsh as a Non-Executive Director.
New investment has been concentrated on developing, launching and growing high-value digital subscription services and on improving the infrastructure of our largest live events. In the Sport & Gaming division the investments that we have made in previous years have delivered increased profits, with adjusted EBITA growth of 34%, an excellent return on the efforts of a talented team.
In the Education and Health divisions we are investing in building excellent digital services. The Optimus Education online subscription service has been transformed through the course of the year and now provides a competitive professional development and compliance service for school leaders and a platform for future growth.
In 2015 we look forward to further progress towards our strategic goals. The success of the business relies as ever on our dynamic and professional team and on behalf of the Board I would like to thank our employees as well as the other stakeholders for their effort and support.
Andrew Brode
Chairman
20 February 2015
CHIEF EXECUTIVE'S STATEMENT
BUSINESS MODEL AND STRATEGY
Business model
Electric Word plc is a specialist media group supporting professional education, compliance and management through a wide range of digital, live and paper formats. Our approach is to identify niche communities within our market sectors and fulfil their key information, professional development, best practice and compliance needs.
Our business model starts with the customer. By better understanding our customers' aspirations and challenges we can provide increasingly valuable information products that support their critical decisions and key objectives. We serve our customers' needs through many different formats, including subscription websites, events, face-to-face training, online training, books, journals, magazines, special reports, bespoke research and consultancy. Competencies developed in one sector can then be transferred to another as opportunities arise. Within this mix we favour high-quality revenue streams from digital subscription services, tools that connect directly with customer work requirements and live events with the scale to build brand presence in their markets.
We aim to increase the value of the services that we deliver over the lifetime of each customer relationship. We deliver this by increasing the penetration of our information within each customer organisation and also by innovating and developing new products.
Group Strategy
Our business model requires focus and investment, so it is important that the activities we select for strategic development are scalable and will ultimately generate high margins.
The deep knowledge of customers and markets needed to deliver our business model also means that we concentrate on a small number of market sectors and activities. We are therefore focusing the business on doing fewer things, each at a greater scale, to achieve higher margins. Our objective is a simpler business that is better able to capitalise on the opportunities in our markets and the changing technology underpinning our sector. During 2014, we have simplified the business further by disposing of the Sports Performance and Incentive Plus businesses and after the year end in January 2015 we also sold Radcliffe Solutions Ltd.
The strategy translates into different priorities within each division according to the needs of the market and the development of the business. These are described and evaluated in the Business Performance Review.
GROUP PERFORMANCE
Revenues
The Group strategy has been consistent in recent years: to develop higher value products and services, increasingly in digital or live formats, by improving the depth and value of the content and services we provide. This has required deep customer knowledge, investment and focus: the aim has been to do fewer things, of more value and at greater scale.
In 2014, new digital products or services were launched in each of the Group's three divisions. Investment in growing the infrastructure and scale of our live events resulted in events revenue increasing by 22%. As a result, the proportion of Group revenue derived from digital and live services increased from 59% to 67%. The quality of revenue has also improved, with 37% of non-events revenue now derived from subscriptions, up from 31% in 2013.
Profitability
Strong profit growth in the Sport & Gaming division has enabled the Group to invest further in refocusing the Education business, particularly its subscription products for school leaders and managers. Overall, Group Adjusted EBITA is down 7% to £0.69m from £0.74m.
Items that appear below the adjusted profit line, in general, reflect our strategy and the changes that are being made in the business. At the same time as investing in areas of strategic growth, the Group has continued to disinvest from non-core activities in order to simplify Group operations and increase focus. During the year we disposed of the Sports Performance and Incentive Plus business. Since the end of the year, we have also disposed of Radcliffe Solutions Ltd. The results of these businesses and the net loss on disposal have been treated as discontinued activities for the year ended 30 November 2014 and excluded from adjusted profits. The net loss from discontinued activities is £1.0m (2013: £0.3m) and includes impairments of goodwill and intangible assets associated with Radcliffe Solutions Ltd of £0.8m (2013: £nil). I am pleased to report that during 2014, we have not felt it necessary to further impair the value of the Company's continuing assets.
The introduction of a new share option scheme in December 2013 combined with a strong share price performance since then has increased the share based payments charge to £0.27m in 2014.
These adjustments lead to a statutory loss after tax of £1.3m, compared to a loss of £0.6m in 2013.
Divisional PERFORMANCE
SPORT & GAMING DIVISION
| 2014 £'000 | Change % | 2013 £'000
|
Revenue | 7,268 | 18% | 6,152 |
Adjusted EBITA* | 1,934 | 34% | 1,439 |
Margin | 27% | 23% |
The 18% increase in revenue in the Sport & Gaming division has been largely driven by the expansion of the iGaming Business Affiliate conferences into some new markets and the London and Amsterdam events moved to larger venues. In addition, digital subscriptions revenue grew as a result of subscribers moving to digital subscriptions and the development and launch of new premium services such as the new Rights Tracker data visualisation tool and strong growth in TV Sports Markets and Sport Sponsorship Insider.
Margins again improved as a result of increasing the scale of the live events and the high marginal profits accrued from additional digital subscription revenues, driving a 34% increase in divisional EBITA.
EDUCATion DIVISION
Continuing Operations | 2014 £'000 | Change % | 2013 £'000 Restated |
Revenue | 3,536 | -9% | 3,898 |
Adjusted EBITA* | (415) | 205% | (136) |
Margin | -12% | -3% |
The table above excludes the results of the Incentive Plus business which was sold on 15 October 2014 - see note 10.
In 2014 this division has made some fundamental changes. During the course of the year the leadership of the division was strengthened with a new Managing Director, a new Sales Director and a new Director of Product Strategy. The business offering has also been changed significantly and is now focused on three core services: an online subscription Knowledge Centre, an online subscription Training service and a suite of live events.
These services have been the product of considerable investment, particularly in the online product portfolio. Optimus In-House Training was launched in 2014 to provide a new specialist digital professional education service to support the continuing development of teaching and management skills throughout the school. The new Knowledge Centre has consolidated and streamlined our digital compliance and information services for middle and senior leaders in schools. These subscription services are complemented by the highly successful range of Optimus conferences which enable senior and middle school leaders to keep updated and share best practice. These live events continued to trade well in 2014.
Overall, the division continues to be in transition and revenues declined due to the loss of customers associated with legacy print products and reduced book sales. We continue to be excited by the prospects for the digital products in which we have invested.
Health DIVISION
Continuing Operations | 2014 £'000 | Change % | 2013 £'000 Restated |
Revenue | 2,820 | -10% | 3,150 |
Adjusted EBITA* | (60) | -134% | 175 |
Margin | -2% | 6% |
The table above excludes the results of the Sports Performance businesses which was sold on 30 May 2014, and Radcliffe Solutions Ltd which was sold on 28 January 2015 - see note 10.
The priorities of the Health division have been to improve the digital infrastructure of the Radcliffe and Speechmark books businesses while developing new digital products to enhance the range of professional development, therapeutic and diagnostic products. The publishing infrastructure of both businesses was improved by the closure of the Milton Keynes office and relocation into one office, investment in the modernisation of digital distribution systems for e-books and investment in print on demand capability which we expect to be implemented in 2015.
During the course of 2014 Radcliffe Publishing streamlined its front-list into three areas of focus: medical professional development, academic and student exam support. In Speechmark the publishing team was strengthened and an investment made into a new range of digital speech therapy products. Overall sales and profitability in the division fell due to lower sales of non-book products and investments in digital product development.
Central costs
These costs represent central group costs which are not directly related to any particular Division and are therefore not included in their results. They include Board fees and costs related to being both a PLC and a Group.
| 2014 £'000 | Change % | 2013 £'000
|
Adjusted EBITA* | (774) | +5% | (740) |
As % of Group revenue from continuing operations | 6% | 6% | |
Net interest payable | (35) | (45) |
The Group has maintained its central costs at 6% of Group revenues. The majority of investments made by the Group to date have been directly related to the trade of the divisions and hence been recharged to them, but during 2014, the Group has made further central investments in the area of digital product development.
Net interest payable is consistent year on year with the reduction in the Group's debt due to loan repayments made in 2013 and 2014.
Julian Turner
Chief Executive
20 February 2015
OPERATING AND FINANCIAL REVIEW
SUMMARY ADJUSTED RESULTS
Total Group
Continuing operations | 2014 £'000 | Change % | 2013 £'000 Restated |
Total Group | |||
Revenue | 13,624 | 3% | 13,200 |
Adjusted EBITA* | 685 | -7% | 738 |
Margin | 5% | 6% | |
Net interest charge | (35) | (45) | |
Adjusted profit before tax from continuing operations* | 650 | -6% | 693 |
* A reconciliation of the adjusted figures is set out in note 5. Adjusted figures 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 together with their related tax effect and the profit impact of movements in deferred tax balances.
Acquisition-related and restructuring credits and costs
In 2014, a restructuring charge of £84,000 has been incurred primarily relating to the cost of making major changes to the Education senior management and content teams in order to meet the needs of the business and its customers.
Impairment charges and reduction to goodwill
Impairment charges of £778,000 have been booked in 2014. These have been classified as discontinued as they comprise £414,000 and £364,000 in impairments recognised on Radcliffe Solutions Ltd's goodwill and intangible assets respectively.
Capital expenditure
During the year, the Group has invested an additional £511,000 in web development and enhancing its digital products (2013: £493,000). The majority of web development spend this financial year has concentrated on launching major enhancements to the Education subscriptions website, the launch of new digital products for Speechmark, and the creation of a new digital subscription product in Sports Business.
Debt and cash flow
In May 2014, the Group secured additional lending of £200,000 from its lending bank to fund its continued investment programme.
Net debt (note 28) at 30 November 2014 was £389,000 (2013: net debt of £12,000). The Group has gross bank debt (note 19) of £389,000 at November 2014 (2013: £475,000). Of this, £225,000 is being repaid over periods to November 2015, £161,000 is being repaid over periods to May 2017 and £3,000 is repayable on demand.
Cash conversion rate
£'000 | 2014 £'000 | 2013 £'000 Restated |
Cash from operating activities before interest and tax | 500 | 701 |
Net cash outflow from restructuring costs | 84 | 196 |
Adjusted cash from operating activities before interest and tax | 584 | 897 |
Adjusted EBITA | 685 | 738 |
Adjusted cash conversion of operating profits for year | 85% | 122% |
The high cash conversion rate in 2013 was primarily a result of significant pre-billing and cash collection of 2014 events during 2013. This year, the relatively late timing of the Barcelona 2014 iGaming event coupled with the earlier timing of the London 2015 event has reduced the amount of cash that was invoiced and collected at year end compared to the prior year, thereby impacting on cash conversion. These changes of dates have also affected deferred income compared to 2013.
In addition, Group cash flow has been impacted by a new £200,000 bank loan, loan repayments of £289,000 and the payment of £303,000 of dividends to the minority shareholder of iGaming Business Ltd.
Earnings per share
Statutory diluted earnings per share are 0.33p loss (2013: 0.18p loss). Adjusted diluted earnings per share (calculated using adjusted profit from continuing operations) are 0.08p (2013: 0.11p) reflecting the net impact of trading performance and investments made during the year as noted in the Business and Performance Review section of the Strategic Report.
Dividends
The Directors have not proposed a dividend to be paid in respect of 2014 (2013: £nil).
William Fawbert
Finance Director
20 February 2015
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 November 2014
2014 | 2013 | ||
Notes | £'000 | £'000 Restated | |
CONTINUING OPERATIONS
|
| ||
Revenue | 2 | 13,624 | 13,200 |
| |||
Cost of Sales - Direct costs |
| (5,106) | (4,714) |
Cost of Sales - Marketing expenses |
| (1,127) | (1,497) |
GROSS PROFIT | 2 | 7,391 | 6,989 |
|
| ||
Other operating expenses | 8 | (6,893) | (6,138) |
Restructuring costs | 5 | (84) | (196) |
Acquisition-related credits | 5 | - | 44 |
Depreciation expense | 8 | (83) | (86) |
Amortisation expense | 8 | (636) | (865) |
Impairment charges | 8 | - | (674) |
|
| ||
Total administrative expenses |
| (7,696) | (7,915) |
|
| ||
OPERATING LOSS |
| (305) | (926) |
|
| ||
Finance costs | 6 | (35) | (51) |
Finance income | 7 | - | 6 |
|
| ||
LOSS BEFORE TAX | 8 | (340) | (971) |
|
| ||
Taxation | 9 | 74 | 652 |
|
| ||
LOSS FOR THE FINANCIAL YEAR FROM CONTINUING OPERATIONS |
| (266) | (319) |
|
| ||
DISCONTINUED OPERATIONS |
| ||
LOSS FOR THE FINANCIAL YEAR FROM DISCONTINUED OPERATIONS, NET OF TAX |
10 |
(1,023) |
(295) |
LOSS FOR THE FINANCIAL YEAR |
|
(1,289) |
(614) |
|
| ||
Attributable to: |
| ||
|
| ||
- Equity holders of the parent |
| (1,405) | (733) |
- Non-controlling interest |
| 116 | 119 |
Total comprehensive LOSS |
|
(1,289) |
(614) |
|
| ||
|
| ||
LOSS PER SHARE |
| ||
From continuing and discontinued operations |
| ||
Basic | 11 | (0.35)p | (0.18)p |
Diluted | 11 | (0.33)p | (0.18)p |
|
| ||
|
| ||
From continuing operations |
| ||
Basic | 11 | (0.09)p | (0.11)p |
Diluted | 11 | (0.09)p | (0.11)p |
2013 results have been restated to show the effect of operations which have been discontinued in the current period.
Of the loss for the financial year from discontinued operations, £1,023,000 (2013: £295,000) is attributable to equity holders of the parent and £nil (2013: £nil) is attributable to the non-controlling interest.
CONSOLIDATED GROUP AND COMPANY STATEMENTS OF CHANGES IN EQUITY
For the year ended 30 November 2014
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 2012 | 3,996 | 7,452 | 105 | (123) | (3,200) | 8,230 | 249 | 8,479 |
Total comprehensive income | - | - | - | - | (733) | (733) | 119 | (614) |
3,996 | 7,452 | 105 | (123) | (3,933) | 7,497 | 368 | 7,865 | |
Dividend paid by subsidiary | - | - | - | - | - | - | (100) | (100) |
Share issues | 72 | 79 | - | - | - | 151 | - | 151 |
Share based credits | - | - | - | - | (27) | (27) | - | (27) |
At 30 November 2013 | 4,068 | 7,531 | 105 | (123) | (3,960) | 7,621 | 268 | 7,889 |
Total comprehensive income | - | - | - | - | (1,405) | (1,405) | 116 | (1,289) |
Tax credited directly to equity (note 16) | - | - | - | - | 112 | 112 | - | 112 |
4,068 | 7,531 | 105 | (123) | (5,253) | 6,328 | 384 | 6,712 | |
Dividend paid by subsidiary | - | - | - | - | - | - | (303) | (303) |
Share issues | 8 | - | - | - | - | 8 | - | 8 |
Share based payments | - | - | - | - | 270 | 270 | - | 270 |
At 30 November 2014 | 4,076 | 7,531 | 105 | (123) | (4,983) | 6,606 | 81 | 6,687 |
COMPANY | Share capital £'000 | Share premium account £'000 | Retained earnings £'000 | Total equity £'000 |
At 1 December 2012 | 3,996 | 7,452 | (5,471) | 5,977 |
Total comprehensive income | - | - | (686) | (686) |
3,996 | 7,452 | (6,157) | 5,291 | |
Share issues | 72 | 79 | - | 151 |
Share based payments | - | - | (27) | (27) |
At 30 November 2013 | 4,068 | 7,531 | (6,184) | 5,415 |
Total comprehensive income | - | - | (2,569) | (2,569) |
Tax credited directly to equity (note 16) | - | - | 112 | 112 |
4,068 | 7,531 | (8,641) | 2,958 | |
Share issues | 8 | - | - | 8 |
Share based payments | - | - | 270 | 270 |
At 30 November 2014 | 4,076 | 7,531 | (8,371) | 3,236 |
CONSOLIDATED GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
As at 30 November 2014
| Group | Company | ||||
| 2014 | 2013 | 2014 | 2013 | ||
| Notes | £'000 | £'000 | £'000 | £'000 | |
ASSETS | ||||||
Non-current assets | ||||||
Goodwill |
| 12 | 4,869 | 5,283 | - | - |
Other intangible assets |
| 13 | 1,754 | 2,399 | 23 | 67 |
Property, plant and equipment |
| 14 | 24 | 100 | 23 | 97 |
Investments |
| 15 | - | - | 6,380 | 6,860 |
Deferred tax assets |
| 16 | 1,804 | 1,547 | 248 | 64 |
| 8,451 | 9,329 | 6,674 | 7,088 | ||
|
| |||||
Current assets |
| |||||
Inventories |
| 17 | 1,267 | 1,660 | - | - |
Trade and other receivables |
| 18 | 2,777 | 3,449 | 6,729 | 6,818 |
Cash and cash equivalents |
| 28 | - | 463 | 152 | 379 |
|
| 4,044 | 5,572 | 6,881 | 7,197 | |
Assets classified as held for sale |
| 10 | 81 | - | - | - |
Total current assets |
| 4,125 | 5,572 | 6,881 | 7,197 | |
|
| |||||
|
| |||||
TOTAL ASSETS |
| 12,576 | 14,901 | 13,555 | 14,285 | |
|
| |||||
EQUITY AND LIABILITIES |
| |||||
Capital and Reserves |
| |||||
Called up ordinary share capital |
| 24 | 4,076 | 4,068 | 4,076 | 4,068 |
Share premium account |
| 7,531 | 7,531 | 7,531 | 7,531 | |
Merger reserve |
| 105 | 105 | - | - | |
Reserve for own shares |
| 25 | (123) | (123) | - | - |
Retained earnings |
| (4,983) | (3,960) | (8,371) | (6,184) | |
Equity attributable to equity holders of the parent |
| 6,606 | 7,621 | 3,236 | 5,415 | |
|
| |||||
Non-controlling interest |
| 26 | 81 | 268 | - | - |
TOTAL EQUITY |
| 6,687 | 7,889 | 3,236 | 5,415 | |
|
| |||||
Non-current liabilities |
| |||||
Borrowings |
| 19 | 94 | 350 | 94 | 350 |
Deferred tax liabilities |
| 16 | 178 | 290 | - | - |
|
| 272 | 640 | 94 | 350 | |
|
| |||||
Current liabilities |
| |||||
Borrowings |
| 19 | 295 | 125 | 292 | 125 |
Current tax liabilities |
| 61 | 21 | - | - | |
Trade payables and other payables |
| 20 | 2,543 | 2,985 | 9,873 | 8,395 |
Provisions |
| 22 | 60 | 127 | 60 | - |
Deferred income |
| 21 | 2,481 | 3,114 | - | - |
|
| 5,440 | 6,372 | 10,225 | 8,520 | |
Liabilities associated with assets classified as held for sale |
| 10 | 177 | - | - | - |
Total current liabilities |
| 5,617 | 6,372 | 10,225 | 8,520 | |
|
| |||||
TOTAL LIABILITIES |
| 5,889 | 7,012 | 10,319 | 8,870 | |
|
| |||||
TOTAL EQUITY AND LIABILITIES |
| 12,576 | 14,901 | 13,555 | 14,285 |
These financial statements on pages 24 to 59 were approved by the Board of Directors and authorised for issue on 20 February 2015 and are signed on its behalf by
Julian Turner William Fawbert
Chief Executive Finance Director
CONSOLIDATED AND COMPANY CASH FLOW STATEMENT
For the year ended 30 November 2014
Group | Company | ||||
2014 | 2013 | 2014 | 2013 | ||
Notes | £'000 | £'000 | £'000 | £'000 | |
(Loss) / profit for the financial year | (1,289) | (614) | (2,569) | (686) | |
Taxation | (74) | (590) | (72) | 24 | |
Amortisation & impairment expense, reduction in goodwill | 12,13 | 1,470 | 1,596 | 524 | 590 |
Depreciation | 14 | 88 | 112 | 85 | 88 |
Loss from disposal of property, plant and equipment | 8,14 | - | 3 | - | 1 |
Loss on disposal of intangible assets | 8,13 | - | 50 | - | - |
Profit on disposal of discontinued operations | 27 | (4) | - | - | - |
Finance costs | 35 | 51 | 35 | 51 | |
Finance income | - | (6) | - | (6) | |
Share based payment charges / (credits) | 8 | 270 | (27) | 270 | (27) |
Operating cash flows before movement in working capital | 496 | 575 | (1,727) | 35 | |
Decrease / (increase) in inventories | 343 | (12) | - | - | |
Decrease / (increase) in receivables | 598 | (731) | 89 | (2,721) | |
(Decrease) / increase in payables | (937) | 869 | 1,538 | 2,912 | |
Cash flow from operating activities before interest and tax | 500 | 701 | (100) | 226 | |
| |||||
Interest paid | 6 | (35) | (46) | (35) | (46) |
Taxation paid | (144) | (124) | - | (121) | |
| |||||
Cash inflow / (outflow) from operating activities | 321 | 531 | (135) | 59 | |
| |||||
INVESTING ACTIVITIES | |||||
Deferred consideration paid | 27 | - | (81) | - | (81) |
Purchase of property plant and equipment | 14 | (12) | (112) | (11) | (110) |
Purchase of intangible assets | 13 | (511) | (520) | - | (1) |
Proceeds from disposal of discontinued operations | 27 | 120 | - | - | - |
Proceeds from disposal of property, plant and equipment | 14 | - | 5 | - | 5 |
Interest received | 7 | - | 6 | - | 6 |
| |||||
Net cash used in investing activities | (403) | (702) | (11) | (181) | |
| |||||
FINANCING | |||||
Proceeds from issuance of ordinary shares | 24 | 8 | 151 | 8 | 151 |
Costs of issuing shares | - | - | - | - | |
Proceeds of new borrowings | 28 | 200 | - | 200 | - |
Repayments of borrowings | 28 | (289) | (400) | (289) | (400) |
Payment of dividend to minority interest | (303) | (100) | - | - | |
| |||||
Net cash from financing activities | (384) | (349) | (81) | (249) | |
| |||||
| |||||
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS | (466) | (520) | (227) | (371) | |
| |||||
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR | 463 | 983 | 379 | 750 | |
| |||||
CASH AND CASH EQUIVALENTS AT END OF YEAR | 28 | (3) | 463 | 152 | 379 |
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 November 2014
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 income statement is presented for the Company. The Company's loss for the year was £2,569,000 (2013: £686,000 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 loss for the year of £1,289,000 (2013: £614,000) and has net assets of £6,687,000 (2013: £7,889,000); notwithstanding this it has a net current liabilities position at 30 November 2014 of £1,492,000 (2013: £800,000). The level of bank debt has however reduced to £389,000 (2013:£475,000). The Directors have prepared group cash flow forecasts for the period ending 30 November 2017, which take into account known factors in the business including the expected impact of moving offices in 2015. 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 and financial facilities. On this basis the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Within the consolidated and company financial statements there are a number of areas where management has to include their best estimate of likely outcomes based on their first hand knowledge of the markets and situation. The preparation of consolidated and company financial statements will require management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these consolidated and company financial statements, the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty were:
· Valuation and asset lives of intangible assets - which are based on management's considered opinion of what has been bought and what value it is to the Group in the future. Valuation methodologies include the use of discounted cash flows, revenue and profit multiples, whilst asset lives are estimated on the type of asset acquired 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 12;
· 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 22);
· 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 29;
· Deferred tax: both assets and liabilities require judgement in determining the amounts to be recognised, in particular the extent to which assets should be recognised in consideration of the timing and level of future taxable income.
2 | REVENUE AND COST OF SALES |
An analysis of the Group's income from continuing operations is as follows:
2014 | 2013 | |
£'000 | £'000 Restated | |
Revenue | ||
Sale of goods | 6,296 | 6,642 |
Rendering of services | 7,328 | 6,558 |
13,624 | 13,200 | |
Cost of sales | ||
Change in inventories of finished goods | (349) | 105 |
Raw materials and consumables used | (4,757) | (4,819) |
Marketing costs | (1,127) | (1,497) |
(6,233) | (6,211) | |
Gross profit | 7,391 | 6,989 |
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 reviewed by the Board when reviewing performance, allocating resources and making strategic decisions.
· 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.
· 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 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 position across the Group.
Operating profit is defined in note 1. The sector analysis includes the adjusted operating profit (note 5) to allow shareholders to gain a further understanding of the trading performance of the Group and is considered by the Board alongside operating profit and profit before tax to assess performance and review strategy.
As described in note 10, three businesses have been classed as discontinued in the current year. The information in the table below excludes amounts relating to discontinued activities and 2013 comparatives have been restated accordingly.
Analysis by market sector - continuing operations | Year ended 30 November 2014 | Year ended 30 November 2013 - Restated | |||||||||
E | H | S&G | PLC | Total | E | H | S&G | PLC | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Revenue | 3,536 | 2,820 | 7,268 | - | 13,624 | 3,898 | 3,150 | 6,152 | - | 13,200 | |
Adjusted operating (loss) /profit (note 5) | (415) | (60) | 1,934 | (774) | 685 |
| (136) | 175 | 1,439 | (740) | 738 |
Share based payment credits/(charges) | - | - | - | (270) | (270) |
| - | - | - | 27 | 27 |
Restructuring costs | (98) | 15 | (1) | - | (84) | 39 | (167) | (18) | (50) | (196) | |
Acquisition-related credits | - | - | - | - | - | - | 44 | - | - | 44 | |
Amortisation of intangible assets | (122) | (301) | (168) | (45) | (636) |
| (116) | (290) | (405) | (54) | (865) |
Impairment expense | - | - | - | - | - | (37) | (637) | - | - | (674) | |
Operating (loss) / profit | (635) | (346) | 1,765 | (1,089) | (305) | (250) | (875) | 1,016 | (817) | (926) | |
Finance costs | - | - | - | (35) | (35) | - | - | - | (51) | (51) | |
Investment income | - | - | - | - | - | - | - | - | 6 | 6 | |
(Loss) / profit before tax | (635) | (346) | 1,765 | (1,124) | (340) | (250) | (875) | 1,016 | (862) | (971) |
3 | SEGMENTAL ANALYSIS (continued) |
Analysis by market sector - continuing operations | Year ended 30 November 2014 | Year ended 30 November 2013 - Restated | |||||||||
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 | 120 | 301 | 168 | 130 | 719 | 100 | 305 | 405 | 141 | 950 | |
Impairment expense | - | - | - | - | - | 37 | 637 | - | - | 674 | |
Expenditure on intangible assets | 211 | 121 | 177 | - | 509 | 84 | 161 | 267 | 1 | 513 | |
Expenditure on property, plant and equipment | - | 1 | - | 11 | 12 | - | 1 | 1 | 110 | 112 |
Analysis by market sector | Assets | Liabilities | ||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Education | 2,815 | 2,642 | 5,444 | 4,641 |
Health | 1,114 | 2,436 | 925 | 1,346 |
Sport & Gaming | 5,205 | 4,582 | 2,034 | 2,039 |
9,134 | 9,660 | 8,403 | 8,026 | |
Group function | 6,096 | 7,257 | 1,316 | 1,763 |
Less inter-segment balances | (4,458) | (3,563) | (4,458) | (3,563) |
Gross debt and taxation (current and deferred) | 1,804 | 1,547 | 628 | 786 |
12,576 | 14,901 | 5,889 | 7,012 |
There are no inter-segmental sales.
4 | EMPLOYEES |
The average monthly number of persons (including directors) employed by the Group during the year, analysed by category, was as follows:
2014 | 2013 | |
| Number | Number |
Sales and marketing | 51 | 55 |
Content and production | 55 | 60 |
Administration and management | 33 | 33 |
139 | 148 |
Their aggregate remuneration comprised:
2014 | 2013 | |
£'000 | £'000 | |
Wages and salaries | 5,510 | 5,721 |
Social security costs | 535 | 598 |
Pension costs | 55 | 27 |
Equity-settled share-based payments and related costs / (credits) | 270 | (27) |
6,370 | 6,319 |
This remuneration is included in other operating expenses except for: £362,000 (2013: £430,000) in discontinued operations, £240,000 (2013: £235,000) included in cost of sales - direct costs; £155,000 (2013: £165,000) included in cost of sales - marketing expenses; £74,000 (2013: £26,000) included in restructuring costs; £nil (2013: £179,000) capitalised in the inventory for book development and £328,000 (2013: £419,000) capitalised in intangible fixed assets 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 | Pension | 30 November 2014 | 30 November 2013 |
£'000 | £'000 | £'000 | £'000 | |
Executive Directors | ||||
J Turner | 146 | 3 | 149 | 145 |
Q Brocklebank WFawbert | - 113 | - 1 | - 114 | 136 101 |
Non-executive Directors | ||||
P Rigby | - | - | - | 6 |
ABrode | 30 | - | 30 | 15 |
S Routledge | 20 | - | 20 | 11 |
H Marsh | 18 | - | 18 | - |
327 | 4 | 331 | 414 |
Two Directors (2013: two) are accruing benefits under a defined contribution pension scheme.
No Directors (2013: none) exercised share options in the year and so no gains were made (2013: no gains). The amount for share based payment charges which relates to Directors was £242,000 (2013: £29,000 credit).
At 30 November 2014, shares were receivable under long term incentive schemes in respect of three Directors. On 13 December 2013, the Company updated its share option plan and made new awards of share options (the "2013 Award"). The 2013 Award supersedes the share options granted in 2010 which were due to expire in April 2014 and have now been cancelled. Under the updated option plan, J Turner has a maximum total participation in the 2013 Award of 42,949,586 shares, W Fawbert has a maximum total participation in the 2013 Award of 17,179,834 shares and A Brode has a maximum total participation in the 2013 Award of 10,151,720 shares. In addition, J Turner has 692,267 options under the Long Term Investment Plan.
At 30 November 2013, shares were receivable under long term incentive schemes in respect of one Director (J Turner). These comprised 11,950,000 options under the Share Price Growth Scheme and 692,267 under the Long Term Investment Plan.
The option schemes are defined in note 29.
5 | ADJUSTED PROFIT |
Adjusted profits are presented to allow shareholders to gain a further understanding of the trading performance of the Group. Profits are adjusted for items not considered by management to be part of the underlying trends in the business together with the related tax effect of those items. The adjustments add back items which have no cash impact or are not trade related and of a non-recurring type.
Adjusted figures exclude amortisation and impairment of goodwill and intangible assets, restructuring and acquisition-related costs, and share based payment costs, as well as the tax impact of those adjusting items and any non-cash tax charges.
As noted in the Strategic Report, the Group has disposed of the Sports Performance and Incentive Plus businesses whilst Radcliffe Solutions Ltd was disposed of post year end. The results of these businesses have therefore been classed as discontinued and excluded from adjusted amounts in both 2014 and 2013 - see note 10. During 2014, the Group has also incurred a restructuring charge of £84,000 related to the Education division.
In 2013, impairment charges relate to a reduction in the carrying value of goodwill and intangible assets primarily related to Radcliffe Publishing. The restructuring charge of £196,000 related to the closure of the Milton Keynes office which took place in 2014, but was committed at 30 November 2013. The acquisition-related credit of £44,000 related to a reduction in provisions held for contingent consideration on the Radcliffe Publishing Limited acquisition.
The 2014 and 2013 restructuring costs, but not the acquisition-related credits or impairments, were considered to be taxable items for corporation tax and thus attributable tax has been included in the period at 21.7% (2013: 23.3%) of their value. All other adjusting items do not have a tax affect on the Group.
5 | ADJUSTED PROFIT (continued) |
2014 | 2013 | ||
Note | £'000 | £'000 Restated | |
Operating loss for the year from continuing operations | (305) | (926) | |
Amortisation of intangible assets | 8 | 636 | 865 |
Impairment expense | 8 | - | 674 |
Acquisition-related credits | - | (44) | |
Restructuring costs | 84 | 196 | |
Share based payment charges / (credits) | 8 | 270 | (27) |
Adjusting items to operating profit | 990 | 1,664 | |
Adjusted operating profit for the year (Adjusted EBITA) | 685 | 738 | |
Depreciation | 8 | 83 | 86 |
Adjusted earnings before interest, tax, depreciation and amortisation for the year | 768 | 824 | |
| |||
Loss before tax for the year from continuing operations |
(340) |
(971) | |
Adjusting items to operating profit | 990 | 1,664 | |
Adjusting items to profit before tax | 990 | 1,664 | |
Adjusted profit before tax for the year from continuing operations | 650 | 693 | |
| |||
Loss for the year attributable to equity holders of the parent | (1,405) | (733) | |
Add back loss for the year from discontinued operations | 1,023 | 295 | |
Loss for the year attributable to equity holders of the parent from continuing operations | (382) | (438) | |
Adjusting items to operating profit | 990 | 1,664 | |
Attributable tax expense on adjusting items | (18) | (47) | |
Exclude movements on deferred tax assets and liabilities taken to income statement | 16 | (257) | (717) |
Adjusting items to profit for the year | 715 | 900 | |
Adjusted profit for the year | 333 | 462 |
6 | FINANCE COSTS |
2014 | 2013 | |
£'000 | £'000 | |
Bank loans and overdrafts | 35 | 46 |
Unwinding of discount on provisions | - | 5 |
35 | 51 |
7 | FINANCE INCOME |
2014 | 2013 | |
| £'000 | £'000 |
Bank interest receivable | - | 6 |
8 | LOSS BEFORE TAXATION FROM CONTINUING OPERATIONS |
2014 | 2013 | |
| £'000 | £'000 Restated |
Loss before taxation from continuing operations is stated after charging / (crediting):
| ||
Depreciation and amounts written off property, plant and equipment - owned assets | 83 | 86 |
Amortisation of intangible fixed assets | 636 | 865 |
Impairment charges Loss from disposal of property, plant and equipment Loss on disposal of intangible assets | - - - | 674 3 50 |
Operating lease rentals: | ||
- Land and buildings | 112 | 144 |
- Plant and equipment | 4 | 9 |
Share based payment charges / (credits) | 270 | (27) |
Other operating expenses as disclosed on the face of the income statement include staff costs (note 4) of £5,211,000 (2013: £4,865,000) and premises costs of £390,000 (2013: £423,000).
Impairment charges in 2013 consist of £537,000 goodwill and £74,000 intangible fixed assets relating to Radcliffe Publishing Ltd; £16,000 leasehold improvement costs associated with the closure of the Milton Keynes office and £47,000 relating to intangible assets following a review of carrying amounts. In 2014, impairment charges of £778,000 have been recognised in respect of Radcliffe Solutions and are included in discontinued operations - see note 10.
Amounts payable to KPMG LLP and their associates in respect of both audit and non-audit services are as follows:
2014 | 2013 | |
| £'000 | £'000 |
Fees payable to the company's auditor for the audit of the company's annual accounts | 31 | 35 |
Fees payable to the company's auditor and its associates for other services: | ||
- the audit of the company's subsidiaries pursuant to legislation | 44 | 47 |
- other services relating to taxation | 7 | 15 |
- other services | - | 5 |
82 | 102 |
Fees in respect of other services in 2013, relate to the iXBRL filing of the Group's tax returns with the HMRC.
9 | TAXATION |
2014 | 2013 | |
| £'000 | £'000 Restated |
Current tax: | ||
UK corporation tax on profits of the year from continuing operations | 149 | 111 |
Adjustment to prior year | 34 | (46) |
Total current tax | 183 | 65 |
Deferred taxation: | ||
Origination and reversal of timing differences | (257) | (747) |
Adjustment to prior year | - | 30 |
Total deferred tax | (257) | (717) |
Tax credit on loss on ordinary activities from continuing operations | (74) | (652) |
UK corporation tax is calculated at 21.7% as 23% for the first four months of the financial year and then 21% for the remainder (2013: 23.3% as 24% for the first four months of the financial year and then 23% for the remainder) of the estimated assessable profit for the year. The net credit of £652,000 recognised in 2013 is principally due to the recognition of deferred tax assets in SBG Companies Ltd in relation to its historic tax losses.
9 | TAXATION (continued) |
Effective from 1 April 2014, the United Kingdom corporation tax rate reduced from 23% to 21% and a further reduction to 20% will apply from 1 April 2015. The expected changes in the corporation tax rate are reflected in the above table and included as an adjustment to prior year deferred tax.
The total tax charge can be reconciled to the accounting profit as follows:
Factors affecting tax charge for the year | 2014 | 2013 | ||
| £'000 | % | £'000 Restated | % |
Loss on ordinary activities before tax from continuing operations | (340) | (971) | ||
Loss on ordinary activities multiplied at the standard rate of corporation tax in the UK of 21.7% (2013 - 23.3%) | (74) | 22 | (226) | 23 |
Effect of: | ||||
(Credits)/charges not deductible for tax purposes | (31) | 9 | 131 | (13) |
Recognition of prior year tax losses | (22) | 6 | (691) | 71 |
Under provision in prior year | 34 | (10) | 16 | (2) |
Change in tax rate | 19 | (5) | 118 | (12) |
Tax credit and effective rate for the year | (74) | 22 | (652) | 67 |
10 | DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE
On 30 May 2014, the Group disposed of the Peak Performance and Sports Injury Bulletin businesses operated through its subsidiary P2P Publishing Ltd for cash consideration of £70,000. The disposal was effected as the businesses were considered non-core to the Group's strategy. These businesses were included within the Health reportable segment.
On 15 October 2014, the Group disposed of the Incentive Plus business for cash consideration of £50,000. This disposal is consistent with the Group's strategy to focus the Education division on digital and live formats. This business was included within the Education reportable segment.
Details of the assets and liabilities disposed of, and the calculation of the profit and loss on disposal, are disclosed in note 27.
On 28 January 2015, the Group disposed of the Radcliffe Solutions business for cash consideration of £125,000 less a working capital adjustment to be determined at a later date. As at 30 November 2014, the net assets of Radcliffe Solutions were classified as assets held for sale after recognising impairment losses of £414,000 relating to Goodwill and £364,000 relating to intangible assets.
The combined results of the discontinued operations (ie Peak Performance, Sports Injury Bulletin, Incentive Plus and Radcliffe Solutions) included in the loss for the year are set out below. The comparative profit and cash flows from discontinued operations have been restated to include those operations classified as discontinued in the current year.
| |||
| 2014 | 2013 | ||
| Loss for the year from discontinued activities | £'000 | £'000 | |
| ||||
| Revenue | 747 | 1,435 | |
| Expenses | (996) | (1,768) | |
| Impairment losses | (778) | - | |
| Deferred consideration adjustment | - | 100 | |
| Loss before tax | (1,027) | (233) | |
| Attributable tax credit | - | (62) | |
| (1,027) | (295) | ||
| Profit on disposal of operation | 4 | - | |
| ||||
| Loss for the year from discontinued operations | (1,023) | (295) | |
| ||||
| ||||
| Cash flows from discontinued activities | |||
| Net cash (outflows) / inflows from operating activities | (203) | 155 | |
| Net cash inflows / (outflows) from investing activities | 114 | (82) | |
| Net cash (outflows) / inflows | (89) | 73 | |
|
| |||
10 | DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (continued)
| |||
As noted above, the net assets related to Radcliffe Solutions have been classified as held for sale at 30 November 2014. The major classes of assets and liabilities classed as held for sale are as follows:
2014 | ||
| £'000 | |
Intangible assets | 5 | |
Trade receivables | 42 | |
Prepayments and accrued income | 33 | |
Cash and bank balances | 1 | |
Assets classified as held for sale |
81 | |
Trade payables | 54 | |
Other payables | 6 | |
Accruals | 34 | |
Deferred income | 83 | |
Liabilities associated with assets held for sale |
177 | |
Net liabilities classified as held for sale |
96 |
11 |
EARNINGS PER ORDINARY SHARE |
The calculation of earnings per ordinary share is based on the following:
2014 | 2013 | ||
Number | Number | ||
Weighted average number of shares | 406,921,466 | 403,388,961 | |
Adjustment in respect of SIP shares | (684,925) | (967,283) | |
Weighted average number of shares used in basic earnings per share calculations | 406,236,541 | 402,421,678 | |
Dilutive effect of share options | 14,459,961 | 1,860,095 | |
Weighted average number of shares used in diluted earnings per share calculations | 420,696,502 | 404,281,773 |
2014 | 2013 | ||
£'000 | £'000 Restated | ||
Loss for the year from continuing and discontinued operations | (1,405) | (733) | |
Loss from discontinued operations (Note 10) | 1,023 | 295 | |
Loss for the period from continuing operations | (382) | (438) | |
Adjustment to earnings (Note 5) | 715 | 900 | |
Adjusted profit for the period from continuing operations | 333 | 462 | |
Loss per share from continuing and discontinued operations | |||
Basic loss per share | (0.35)p | (0.18)p | |
Diluted loss per share | (0.33)p | (0.18)p | |
Loss per share from continuing operations | |||
Basic loss per share | (0.09)p | (0.11)p | |
Diluted loss per share | (0.09)p | (0.11)p | |
Adjusted earnings per share | |||
Adjusted basic earnings per share | 0.08p | 0.11p | |
Adjusted diluted earnings per share | 0.08p | 0.11p |
12 | GOODWILL |
Group | ||
2014 | 2013 | |
£'000 | £'000 | |
Cost | ||
1 December | 11,211 | 11,211 |
Reclassified as held for sale (note 10) | (414) | - |
30 November | 10,797 | 11,211 |
Accumulated impairment provisions | ||
1 December | 5,928 | 5,391 |
Impairment charges for the year | 414 | 537 |
Reclassified as held for sale (note 10) | (414) | - |
30 November | 5,928 | 5,928 |
Carrying amount | ||
30 November | 4,869 | 5,283 |
Goodwill by segment
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units ('CGUs') that are expected to benefit from that business combination. CGU are identified as individual operating units with specific market and product types, usually derived from the original acquisition. The carrying amount has been allocated to the operating segments as follows:
2013 | Impairment | 2014 | |||
| £'000 | £'000 | £'000 | ||
Education | 1,874 | - | 1,874 | ||
Health | 1,439 | (414) | 1,025 | ||
Sport & Gaming | 1,970 | - | 1,970 | ||
5,283 | (414) | 4,869 |
Goodwill associated with Radcliffe Solutions Ltd has been impaired by £414,000 to £nil at 30 November 2014 to reflect the estimated carrying value in light of its sale on 28 January 2015. As described in note 10, the assets and liabilities of Radcliffe Solutions Ltd have been classified as held for resale at year end. In 2013, goodwill attributable to Radcliffe Publishing Ltd was impaired by £537,000.
Impairment testing methodology
The Group tests each CGU's goodwill for impairment annually or more frequently if there are indications that goodwill might be impaired. 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 3 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 CGUs is 8.5% (2013: 8.5%). All CGUs 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 three years. The terminal growth rates are based on industry growth forecasts and long-term growth in gross domestic product. Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU.
Management has also conducted sensitivity analysis taking into consideration the impact of changes in the key impairment test assumptions. A 0.5% increase in the discount factor and 2% decrease in forecast cash flows would not give rise to any further impairments.
13 | 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 2012 | 4,842 | 1,235 | 1,059 | 200 | 7,336 | 176 | 141 | 317 | |
Additions | 25 | - | 493 | 2 | 520 | - | 1 | 1 | |
Disposals | (25) | - | (76) | (2) | (103) | - | - | - | |
30 November 2013 | 4,842 | 1,235 | 1,476 | 200 | 7,753 | 176 | 142 | 318 | |
Additions | - | - | 511 | - | 511 | - | - | - | |
Disposals | - | - | (126) | - | (126) | - | - | - | |
Written off | (1,235) | - | - | - | (1,235) | - | - | - | |
Reclassified as held for sale (note 10) |
(364) |
- |
(7) |
- |
(371) |
- |
- |
- | |
30 November 2014 | 3,243 | 1,235 | 1,854 | 200 | 6,532 | 176 | 142 | 318 | |
Amortisation and impairment | |||||||||
1 December 2012 | 3,021 | 842 | 408 | 93 | 4,364 | 128 | 70 | 198 | |
Charge for the year Impairment | 297 74 | 350 - | 215 47 | 60 - | 922 121 | 13 - | 40 - | 53 - | |
Disposals | (5) | - | (47) | (1) | (53) | - | - | - | |
30 November 2013 | 3,387 | 1,192 | 623 | 152 | 5,354 | 141 | 110 | 251 | |
Charge for the year Impairment | 292 364 | 43 - | 309 - | 48 - | 692 364 | 13 - | 31 - | 44 - | |
Disposals | - | - | (31) | - | (31) | - | - | - | |
Written off | (1,235) | - | - | - | (1,235) | - | - | - | |
Reclassified as held for sale (note 10) |
(364) |
- |
(2) |
- |
(366) |
- |
- |
- | |
30 November 2014 | 2,444 | 1,235 | 899 | 200 | 4,778 | 154 | 141 | 295 | |
Carrying amount | |||||||||
30 November 2014 | 799 | - | 955 | - | 1,754 | 22 | 1 | 23 | |
30 November 2013 | 1,455 | 43 | 853 | 48 | 2,399 | 35 | 32 | 67 |
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 12. In 2014, intangible assets held by Radcliffe Solutions have been impaired by £364,000 to a carrying value of £nil as a result of it's disposal on 28 January 2015. Radcliffe Solutions Ltd's assets and liabilities have been classified as held for sale at 30 November 2014 as described in note 10. In 2013 certain website assets in the Health and Education divisions were assessed to be impaired by £47,000. In addition, certain Radcliffe publishing titles in the Health division were impaired by £74,000.
With regard to the remaining carrying value of intangible assets, a 0.5% increase in the discount factor and 2% decrease in forecast cash flows would not give rise to any further impairments.
Of the significant publishing title carrying values:
· £355,000 relates to Radcliffe Publishing Ltd and is attributable to book and journal titles which were impaired by £74,000 during 2013. These will be fully amortised in 6 years (2013: 7 years).
· £444,000 relates to over three hundred product title rights acquired as part of the Speechmark Publishing Limited acquisition. These will be fully amortised in 3 years (2013: 4 years).
During the year the Group has written off £1,235,000 of intangible assets and amortisation associated with old assets that have £nil net book value and are no longer used. Major additions in 2014 include the enhancement of the Education subscription products and development of new digital products in the Health and Sport & Gaming segments.
14 | PROPERTY, PLANT AND EQUIPMENT |
Group | Leasehold property improvements | Computer equipment | Fixtures, fittings & equipment | Total | |
£'000 | £'000 | £'000 | £'000 | ||
Cost | |||||
1 December 2012 | 249 | 53 | 76 | 378 | |
Additions | 94 | 16 | 2 | 112 | |
Disposals | (203) | (8) | - | (211) | |
30 November 2013 | 140 | 61 | 78 | 279 | |
Additions | - | 6 | 6 | 12 | |
Disposals | (27) | - | (3) | (30) | |
Reclassified as held for sale (note 10) | - | (2) | - | (2) | |
30 November 2014 | 113 | 65 | 81 | 259 | |
Depreciation and impairment | |||||
1 December 2012 | 166 | 41 | 47 | 254 | |
Charged in the year | 77 | 17 | 18 | 112 | |
Impairment | 16 | - | - | 16 | |
Disposals | (201) | (2) | - | (203) | |
30 November 2013 | 58 | 56 | 65 | 179 | |
Charged in the year | 70 | 5 | 13 | 88 | |
Disposals | (27) | - | (3) | (30) | |
Reclassified as held for sale (note 10) | - | (2) | - | (2) | |
30 November 2014 | 101 | 59 | 75 | 235 | |
Net book value | |||||
30 November 2014 | 12 | 6 | 6 | 24 | |
30 November 2013 | 82 | 5 | 13 | 100 |
Company | Leasehold property improvements | Computer equipment | Fixtures, fittings & equipment | Total | |
£'000 | £'000 | £'000 | £'000 | ||
Cost | |||||
1 December 2012 | 203 | 45 | 53 | 301 | |
Additions | 94 | 16 | - | 110 | |
Write offs | (203) | (5) | - | (208) | |
30 November 2013 | 94 | 56 | 53 | 203 | |
Additions | - | 5 | 6 | 11 | |
30 November 2014 | 94 | 61 | 59 | 214 | |
Depreciation | |||||
1 December 2012 | 151 | 32 | 37 | 220 | |
Charged in the year | 62 | 12 | 14 | 88 | |
Write offs | (201) | (1) | - | (202) | |
30 November 2013 | 12 | 43 | 51 | 106 | |
Charged in the year | 71 | 12 | 2 | 85 | |
30 November 2014 | 83 | 55 | 53 | 191 | |
Net book value | |||||
30 November 2014 | 11 | 6 | 6 | 23 | |
30 November 2013 | 82 | 13 | 2 | 97 |
15 | INVESTMENTS |
The Company holds more than 20% of the share capital of the following companies, all of which are incorporated in England apart from IGaming Business North America Inc and SAM Media LLC which are incorporated in the USA:
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 IGaming Business North America Inc. * SAM Media LLC* | Ordinary Ordinary Ordinary | 100% 70% 35% | Software provider Publisher Events
|
* Indirectly held
IGaming Business North America Inc. was incorporated on 1 October 2013 and on 23 October 2013 it acquired a 50% stake in SAM Media LLC for a nominal amount.
Company | 2014 | 2013 | ||||
Shares in subsidiary undertakings | Loans to subsidiary undertakings | Total | Shares in subsidiary undertakings | Loans to subsidiary undertakings | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Cost: | ||||||
At 1 December | 13,791 | 2,595 | 16,386 | 13,791 | 2,595 | 16,386 |
Additions | - | - | - | - | - | - |
At 30 November | 13,791 | 2,595 | 16,386 | 13,791 | 2,595 | 16,386 |
Amounts written off: | ||||||
At 1 December | 9,526 | - | 9,526 | 8,989 | - | 8,989 |
Impairment in the year | 480 | - | 480 | 537 | - | 537 |
At 30 November | 10,006 | - | 10,006 | 9,526 | - | 9,526 |
Net book value: | ||||||
At 30 November | 3,785 | 2,595 | 6,380 | 4,265 | 2,595 | 6,860 |
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 12. In 2014, the investment in Radcliffe Solutions Ltd has been impaired as a result of the sale of its shares on 28 January 2015 - see note 10. The other investments would require substantial decreases in their future forecast cash flows to be calculated as impaired. A 0.5% increase in the discount factor and 10% decrease in forecast cash flows would not give rise to any further impairments. The impairment in 2013 relates to the investment in Radcliffe Publishing Ltd.
16 | DEFERRED TAX |
Group | Company | |||
2014 | 2013 | 2013 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
Deferred tax assets | ||||
Current | 69 | 237 | 14 | 7 |
Non-current | 1,735 | 1,310 | 234 | 57 |
1,804 | 1,547 | 248 | 64 | |
Deferred tax liabilities | ||||
Current | - | - | - | - |
Non-current | (178) | (290) | - | - |
(178) | (290) | - | - | |
Net position at 30 November | 1,626 | 1,257 | 248 | 64 |
Group | Capital allowances | Tax losses | Goodwill and Intangible assets | Other | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 |
| |||||
1 December 2012 | 165 | 762 | (417) | 92 | 602 |
Credit / (charge) to income for the year | 5 | 646 | 127 | (31) | 747 |
Adjustment to prior years | (50) | - | - | (42) | (92) |
30 November 2013 | 120 | 1,408 | (290) | 19 | 1,257 |
Credit to income for the year | 51 | 20 | 132 | 54 | 257 |
Credit to equity for the year | - | - | - | 112 | 112 |
30 November 2014 | 171 | 1,428 | (158) | 185 | 1,626 |
There are accumulated losses of £9,448,000 (2013: £13,568,000) 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 £7,142,000 (2013: £6,528,000) as the probability that future taxable profits beyond five years will be available cannot be certain.
Company | Capital allowances | Other | Total |
| £'0000 | £'000 | £'000 |
| |||
1 December 2012 | 54 | 76 | 130 |
Credit to income for the year | 23 | 2 | 25 |
Adjustments to prior years | (14) | (77) | (91) |
30 November 2013 | 63 | 1 | 64 |
Credit to income for the year | 17 | 55 | 72 |
Credit to equity for the year | - | 112 | 112 |
30 November 2014 | 80 | 168 | 248 |
17 | INVENTORIES |
Group | Company | |||||
2014 | 2013 | 2013 | 2012 | |||
£'000 | £'000 | £'000 | £'000 | |||
Book inventories | 1,267 | 1,660 | - | - |
Inventories were written down by £158,000 (2013: £101,000), with £158,000 (2013: £95,000) included within cost of sales and £nil (2013: £6,000) included as a restructuring charge, from a carrying amount of £158,000 (2013: £101,000) down to £nil (2013: £ nil).
18 | TRADE AND OTHER RECEIVABLES |
Group | Company | |||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Due within one year: | ||||
Trade receivables | 1,734 | 2,402 | - | - |
Amounts owed by group undertakings | - | - | 6,477 | 6,358 |
Other receivables | 562 | 585 | 168 | 366 |
Prepayments and accrued income | 481 | 462 | 84 | 94 |
2,777 | 3,449 | 6,729 | 6,818 |
The average credit period taken on sales of goods is 37 days (2013: 40 days). Standard terms are thirty days but many of the Group's goods and services, such as subscription renewals and events, are invoiced in advance of the delivery date. An allowance is maintained for estimated irrecoverable amounts and has been made with reference to past default experience. The Directors consider that the carrying amount of trade and other receivables approximates to their fair values.
The Group's exposure to credit risk and impairment losses related to trade and other receivables are disclosed in note 23.
The Group holds no collateral against these receivables at the balance sheet date and charges no interest on its overdue receivables.
19 | BORROWINGS |
Group | Company | |||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Non-current | ||||
Bank loans | 94 | 350 | 94 | 350 |
94 | 350 | 94 | 350 | |
Current | ||||
Bank overdraft | 2 | - | - | - |
Cash balance reclassified as held for sale (note 10) | 1 | - | - | - |
3 | - | - | - | |
Bank loans | 292 | 125 | 292 | 125 |
295 | 125 | 292 | 125 | |
389 | 475 | 386 | 475 |
The effective interest rates and applicable balances at the balance sheet dates are as follows:
Group | Company | |||
2014 | 2013 | 2014 | 2013 | |
£'000 | £'000 | £'000 | £'000 | |
Bank overdraft facility (4.50% over the lending Bank's base rate) | 3 | - | - | - |
Bank loan A (4.25% over LIBOR) | 225 | 475 | 225 | 475 |
Bank loan B (4.73% over the lending Bank's base rate) | 161 | - | 161 | - |
389 | 475 | 386 | 475 |
19 | BORROWINGS (continued) |
At 30 November there were the following committed undrawn borrowing facilities expiring as follows:
Group | Company | |||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
In one year or less - Bank overdraft facility | 747 | 750 | 747 | 750 |
The weighted average interest rate implicit in the group's bank loans at 30 November 2014 was 4.97% (2013: 4.85%) and the weighted average period until maturity was 0.9 years (2013: 1.6 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 (2013: £750,000) is, when utilised, repayable on demand.
Bank loan A is guaranteed by material subsidiaries of the Group. It was renegotiated in November 2014 and is repayable over 1.0 years ending in November 2015 (2013: repayable over 2.5 years ending in May 2016). Bank loan B is guaranteed by material subsidiaries of the Group and is repayable over 2.5 years ending in May 2017. The repayment profile is given in note 23.
20 | TRADE AND OTHER PAYABLES |
Group | Company | |||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Trade payables | 929 | 1,268 | 140 | 268 |
Amounts due to group undertakings | - | - | 9,158 | 7,498 |
Other payables | 265 | 500 | 274 | 427 |
Accruals | 1,349 | 1,217 | 301 | 202 |
Total current | 2,543 | 2,985 | 9,873 | 8,395 |
Trade, other payables, and accruals principally comprise amounts outstanding for trade and ongoing costs. The average credit period taken for trade purchases is 39 days (2013: 43 days).
21 | DEFERRED INCOME |
Group | Company | |||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
Subscription and events fees received in advance | 2,481 | 3,114 | - | - |
22 | PROVISIONS |
Group | Company | |||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
1 December | 127 | 220 | - | 220 |
Increase in year | 60 | 127 | 60 | - |
Release of provisions in year | (18) | (144) | - | (144) |
Utilised during the year | (109) | (81) | - | (81) |
Unwinding of discount | - | 5 | - | 5 |
30 November | 60 | 127 | 60 | - |
Included in current liabilities | 60 | 127 | 60 | - |
Provisions of £127,000 were made at 30 November 2013 to reflect anticipated costs arising from the closure of the Milton Keynes office and wind-down of the Incentive Plus planned for 2014. During the year, £109,000 of these have been utilised and £18,000 released to the profit and loss account. Furthermore, a new provision of £60,000 has been made at 30 November 2014 to reflect an estimate of dilapidation costs due on termination of a lease during 2015. Provisions utilised and released in 2013 related to the final payments of deferred consideration due on the acquisitions of Radcliffe Solutions Ltd and Radcliffe Publishing Ltd.
23 | 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 19) 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.
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 | ||||
2014 | 2013 | 2014 | 2013 | ||
Notes | £'000 | £'000 | £'000 | £'000 | |
Financial assets | |||||
Loans and receivables | |||||
Trade receivables | 18 | 1,734 | 2,402 | - | - |
Other receivables | 18 | 562 | 585 | 6,645 | 6,724 |
Accrued income | 70 | 50 | - | - | |
Cash and cash equivalents | 28 | - | 463 | 152 | 379 |
Assets held for sale | 10 | 59 | - | - | - |
Total financial assets | 2,425 | 3,500 | 6,797 | 7,103 | |
Financial liabilities | |||||
Amortised cost | |||||
Bank loans and overdrafts | 19 | 389 | 475 | 386 | 475 |
Current tax liabilities | 61 | 21 | - | - | |
Trade payables | 20 | 929 | 1,268 | 140 | 268 |
Other payables | 20 | 265 | 500 | 9,432 | 7,925 |
Accruals | 20 | 1,349 | 1,217 | 301 | 202 |
Provisions | 22 | 60 | 127 | 60 | - |
Deferred income | 21 | 2,481 | 3,114 | - | - |
Liabilities associated with assets held for sale | 10 | 177 | - | - | - |
Total financial liabilities | 5,711 | 6,722 | 10,319 | 8,870 |
Liquidity risk
Cash balances are placed so as to maximise interest earned while maintaining the liquidity requirements of the business. When seeking borrowings, the Directors consider the commercial terms available and consider whether such terms should be fixed or variable and are appropriate to the business. The Directors review the placing of cash balances on an ongoing basis. 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 2014 were mainly designated in sterling and earned floating rate standard bank interest.
The Group aims to ensure that sufficient cash is generated in the operating cycle to meet the contractual cash flows through effective cash management. In addition, the Group maintains a committed bank facility of £750,000 (2013: £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 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.
23 | FINANCIAL INSTRUMENTS (continued) |
Interest rate risk | Floating rate | Non-interest bearing | Total |
£'000 | £'000 | £'000 | |
At 30 November 2014 | |||
Trade and other receivables | - | 2,366 | 2,366 |
Assets held for sale | 1 | 58 | 59 |
1 | 2,424 | 2,425 | |
Current tax liabilities | - | 61 | 61 |
Trade and other payables | - | 2,543 | 2,543 |
Deferred income | - | 2,481 | 2,481 |
Borrowings | 389 | - | 389 |
Provisions | - | 60 | 60 |
Liabilities associated with assets held for sale | - | 177 | 177 |
389 | 5,322 | 5,711 | |
At 30 November 2013 | |||
Cash and cash equivalents | 463 | - | 463 |
Trade and other receivables | - | 3,037 | 3,037 |
463 | 3,037 | 3,500 | |
Current tax liabilities | - | 21 | 21 |
Trade and other payables | - | 2,985 | 2,985 |
Deferred income | - | 3,114 | 3,114 |
Borrowings | 475 | - | 475 |
Provisions | - | 127 | 127 |
475 | 6,247 | 6,722 |
The Group has derived a sensitivity analysis based on a 1% change in the floating interest rate:
2014 | 2013 | |
£'000 | £'000 | |
Impact on equity and profit after tax | ||
1% increase in base rate of interest | (4) | (5) |
1% decrease in base rate of interest | 4 | 5 |
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 and overdrafts | 307 | 72 | 30 | 409 |
Provisions | 60 | - | - | 60 |
Other liabilities | 5,262 | - | - | 5,262 |
At 30 November 2014 | 5,629 | 72 | 30 | 5,731 |
Bank loans | 148 | 263 | 102 | 513 |
Provisions | 127 | - | - | 127 |
Other liabilities | 6,120 | - | - | 6,120 |
At 30 November 2013 | 6,395 | 263 | 102 | 6,760 |
23 | 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 | 307 | 72 | 30 | 409 |
Other liabilities | 9,933 | - | - | 9,933 |
At 30 November 2014 | 10,240 | 72 | 30 | 10,342 |
Bank loans | 148 | 263 | 102 | 513 |
Other liabilities | 8,395 | - | - | 8,395 |
At 30 November 2013 | 8,543 | 263 | 102 | 8,908 |
The terms, security and repayment information on these borrowings are given in note 19. Contingent consideration, provisions and other liabilities are not interest bearing and are unsecured.
Foreign exchange risk
The Group and Company operates principally in the United Kingdom and as such the majority of the Group and Company's financial assets and liabilities are denominated in sterling and there is no material exposure to exchange risks.
The Group and Company does suffer some exposure to exchange risk as a proportion of its business is overseas. Where the Group and Company enters into significant contracts denominated in overseas currencies it is not currently the Group and Company's policy to mitigate exchange risk by entering into forward currency contracts. The Group and Company attempt to mitigate its exposure by offsetting liabilities against foreign currency receipts as far as is possible.
Credit risk
The Group's principal financial assets are cash and cash equivalents, trade and other receivables and accrued income which represent the Group's maximum exposure to credit risk in relation to financial assets.
The Group's credit risk primarily relates to trade and other receivables and accrued income. The amounts presented in the balance sheet are net of allowances for doubtful receivables, as estimated by the Group's management.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
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 | ||
2014 | 2013 | |
£'000 | £'000 | |
30-60 days | 353 | 442 |
60-90 days | 179 | 204 |
90-120 days | 23 | 29 |
Greater than 120 days | - | 17 |
555 | 692 |
The Group's policy is that debt is payable within 30 days. The older debt above includes conferences and subscription renewals, which have been billed in advance of delivery so some payments may be delayed by customers.
23 | FINANCIAL INSTRUMENTS (continued) |
Movement in the provision for impairment for trade receivables:
2014 | 2013 | |
£'000 | £'000 | |
Opening balance at 1 December | (97) | (279) |
Provision for receivables impairment (charged) / released | (61) | 2 |
Receivables written off during the year | - | 180 |
Closing balance at 30 November | (158) | (97) |
Fair value
The Directors consider that the fair values of the Group's financial instruments do not significantly differ from their book values.
24 | SHARE CAPITAL |
The Company does not have an authorised share capital in either year.
Allotted, issued and fully paid: | 2014 | 2013 |
Ordinary shares | Ordinary shares | |
£'000 | £'000 | |
As at 1 December | 4,068 | 3,996 |
Issue of share capital | 8 | 72 |
As at 30 November | 4,076 | 4,068 |
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 2012 | 399,581,838 | 3,996 | ||
22 May 2013 | Share issue at 2.1 pence per share | 7,200,000 | 72 | 2.05p |
At 30 November 2013 | 406,781,838 | 4,068 | ||
29 September 2014 | Share issue at 1.0 pence per share | 808,957 | 8 | 3.62p |
At 30 November 2014 | 407,590,795 | 4,076 |
The share issue on 29 September 2014 relates to the exercise of share options by various employees. There have been no shares issued since the year end.
25 | RESERVES |
The reserve for own shares relates to the employee Share Incentive Plan (note 29a) under which the Group owns 1,265,852 shares (2013: 1,323,580 shares).
26 | NON-CONTROLLING INTEREST |
The Group's non-controlling interest in both 2014 and 2013 was composed entirely of equity interests and represents the non-controlling interest of 30% in IGaming Business Limited.
27 | BUSINESS COMBINATIONS |
As described in note 10, on 30 May 2014, the Group disposed of the Peak Performance and Sports Injury Bulletin businesses ("PP/SIB") operated through its subsidiary P2P Publishing Ltd. Also, on 15 October 2014, the Group disposed of the Incentive Plus business ("IP"). Details of the assets and liabilities disposed of, and the calculation of the profit and loss on disposal are given in the table below.
2014 | 2014 | 2014 | |||
| £'000 | £'000 | £'000 | ||
| PP/SIB | IP | Total | ||
Non-current assets | |||||
Intangible assets | 94 | - | 94 | ||
Current assets | |||||
Inventories | 48 | 2 | 50 | ||
Other debtors | 1 | - | 1 | ||
Current liabilities | |||||
Deferred income | (29) | - | (29) | ||
Net assets disposed of | 114 | 2 | 116 | ||
(Loss) / profit on disposal included in discontinued operations | (44) | 48 | 4 | ||
Consideration received | 70 | 50 | 120 |
Cash paid net of cash acquired in relation to prior year acquisitions is shown in the table below:
Date of acquisition | 2014 | 2013 | |
£'000 | £'000 | ||
Prior year acquisitions: | |||
Radcliffe Solutions Limited (formerly Ikonami Limited) Radcliffe Publishing Limited | 14 April 2011 23 November 2010 | - - | 75 6 |
- | 81 |
Payments in 2013 relate to final deferred consideration payments in relation to the acquisitions of Radcliffe Solutions Ltd and Radcliffe Publishing Ltd.
28 | ANALYSIS OF CHANGES IN NET DEBT |
Group | At 1 December 2013 | Cash flow | Non-cash changes | At 30 November 2014 |
£'000 | £'000 | £'000 | £'000 | |
| ||||
Cash at bank and in hand | 463 | (463) | - | - |
Overdraft | - | (2) | - | (2) |
Reclassified as assets held for sale | - | (1) | - | (1) |
Cash and cash equivalents | 463 | (466) | - | (3) |
Bank loans due within one year | (125) | 58 | (225) | (292) |
Debt due within one year | (125) | 58 | (225) | (292) |
Bank loans due after one year | (350) | 31 | 225 | (94) |
Debt due after one year | (350) | 31 | 225 | (94) |
Net debt | (12) | (377) | - | (389) |
In April 2014, the Group drew down a new loan of £200,000 which is repayable over 36 monthly instalments ending in May 2017. Interest is payable at 4.73% over the lending bank's base rate.
During the year, the Group agreed with its lending bank to accelerate its loan repayments in return for being released from certain banking covenants. This increased the November 2104 repayment from £125,000 to £250,000.
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 note 19.
29 | SHARE BASED PAYMENTS |
The Company has the following option or share ownership schemes and warrants in issue. All the schemes use the Monte Carlo valuation method 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:
2014 | 2013 | |||
Black Scholes | Monte Carlo | Black Scholes | Monte Carlo | |
Expected life (years) | 3.00 - 3.25 | 4.80 | 3.00 - 3.25 | 3.20 - 5.00 |
Risk free rate (%) | 4.8039 - 4.9315 | 3 | 4.8039 - 4.9315 | 0.0126 - 5.1720 |
Volatility (%) | 30.473 - 31.1165 | 49.66 | 30.473 - 31.1165 | 39.740- 57.562 |
Dividend yield (%) | 0 | 0 | 0 | 0 |
Weighted average share price (p) | 2.10 | 2.38 | 2.10 | 2.10 |
Weighted average exercise price (p) | 1.00 | 1.50 | 1.00 | 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 (SIP) and has run it in three further years (2006, 2007 and 2010). Under this plan the employees are eligible to acquire shares in the following ways:
· Free Shares
· Partnership Shares
· Matching Shares
The Free shares were available to all eligible employees and the shares must be held in the trust for a minimum period of 3 years unless the employee leaves the Company, in which case the Free shares may either be forfeited or withdrawn from the Plan.
Partnership shares were available for purchase by employees at current market value. Employees could invest any amount from between £10 - £1,500 (or 10% of the employee's salary if lower). The Partnership shares were matched by the Matching shares on a 1 for 1 basis in 2010 (2 for 1 basis in 2006 and 2005).
The Partnership and Matching shares must be held in the Trust for a minimum of 3 years unless the employee leaves the Company in which case the Free shares may either be forfeited or withdrawn from the Plan. All of the shares were purchased at fair value in the market and the cash cost of the Partnership shares was expensed in the year of issue. The total fair value of the options granted in the year was £nil (2013: £nil).
2014 | 2013 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
Outstanding at the beginning of the period | 967,282 | 6.79 | 1,111,235 | 6.68 |
Withdrawn during the period | (282,357) | 6.88 | (143,953) | 5.96 |
Outstanding at the end of the period | 684,925 | 6.75 | 967,282 | 6.79 |
Exercisable at the end of the period | 684,925 | 6.75 | 967,282 | 6.79 |
The weighted average remaining contractual life of share options outstanding at the end of the period was 4 years (2013: 5 years). The exercise price of the outstanding options ranges from 4.75 - 10.37 pence, but was paid at the outset on these options and nothing will be receivable by the Group.
b | Long Term Incentive Plan |
In November 2007, the Group introduced a Long Term Incentive Plan ('LTIP'), under which at that time 14 members of senior management were granted a maximum of 5,658,824 share options dependent on performance criteria. The options, all with an exercise price of 1 pence, vested in February 2010 as the performance criteria of the Company achieving an average of at least 15% annualised adjusted earnings per share growth over the three years to November 2009 was met, although the maximum criteria which required growth of 25% per year was not. During the year, 259,600 of these options were forfeited and 728,957 options were exercised. 969,174 of the vested options remain at 30 November 2014 (2013: 1,957,731) and the weighted average remaining contractual life of these options is 3 years (2013: 4 years).
In 2010 a new LTIP scheme was launched in two parts, a Profit Growth Plan ('PGP') and a Share Price Growth Scheme ('SPGS').
Under the PGP, 8 members of senior management were granted a maximum of 9,650,000 options in April 2010 to acquire shares in the Company at nominal value under a new 2010 Company Share Option Plan ("2010 Plan"). The scheme was subject to performance conditions relating to the growth in adjusted operating profit (note 5) in the business unit for which the participant was responsible over the two years to 30th November 2011 or, in the case of Directors, the Group as a whole. Vesting rights in these options accrued if profit growth exceeded certain minimum growth thresholds that were set for each individual business unit and ranged from 3% to 8% per annum. 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 at that time and were 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 was 19,120,000, which would require annualised compound share price growth over the period of 45% per annum. Of these, 7,170,000 options were forfeited during 2013 and 11,950,000 were forfeited in December 2013.
| 2014 | 2013 |
| ||||
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price |
| ||
|
| ||||||
| Outstanding at the beginning of the period | 15,407,731 | 1.00 | 22,577,731 | 1.00 |
| |
| Forfeited during the period | (12,209,600) | 1.00 | (7,170,000) | 1.00 |
| |
| Exercised during the period | (728,957) | - | - | - |
| |
| Expired during the period | - | - | - | - |
| |
| Outstanding at the end of the period | 2,469,174 | 1.00 | 15,407,731 | 1.00 |
| |
|
| ||||||
| Exercisable at the end of the period | 2,469,174 | 1.00 | 3,457,731 | 1.00 |
| |
The weighted average remaining contractual life of share options outstanding at the end of the period was 4 years (2013: 6 years). For all share options outstanding at the year end the exercise price was 1.0p
29 | SHARE BASED PAYMENT (continued) |
c | Enterprise Management Incentive Scheme |
These options were 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. During the year, 790,000 options have been forfeited and 80,000 options were exercised. There are no remaining options at 30 November 2014.
2014 | 2013 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
Outstanding at the beginning of the period | 870,000 | 3.01 | 1,220,000 | 3.47 |
Forfeited during the period | (790,000) | 3.22 | - | - |
Exercised during the period | (80,000) | 1.00 | - | - |
Expired during the period | - | - | (350,000) | 4.84 |
Outstanding at the end of the period | - | - | 870,000 | 3.01 |
Exercisable at the end of the period | - | - | 480,000 | 2.83 |
d | The 2013 Award |
In December 2013, the Group made a new award of share options ("2013 Award"). Options were granted to the two Executive Directors, the non-Executive Chairman and two other members of management. Options under this plan are exercisable at the 2012 placing price of 1.5p and will vest according to a scale if the Company's average share price, over any four-month period after the date of grant, exceeds 3.5p up to the maximum entitlement if the share price reaches 9p. A maximum of 78,090,157 ordinary shares may be issued under the 2013 Award. Where individual options have vested, up to 10% of the vested shares may be exercised from 12 months following vesting, up to 20% from two years and up to 30% from three years. Subject to the vesting conditions, unexercised options may be exercised from September 2018 until they expire in September 2022.
2014 | 2013 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
Outstanding at the beginning of the period | - | - | - | - |
Options granted during the period | 78,090,157 | 1.5 | ||
Forfeited during the period | (2,576,975) | 1.5 | - | - |
Outstanding at the end of the period | 75,513,182 | 1.5 | - | - |
Exercisable at the end of the period | - | 1.5 | - | - |
The weighted average remaining contractual life of share options outstanding at the end of the period was 8 years. The exercise price of the outstanding options is 1.5p.
30 | COMMITMENTS UNDER OPERATING LEASES |
The minimum lease payments under non-cancellable operating lease rentals are in aggregate as follows:
Land and buildings | Group | Company | ||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
| ||||
Within one year | 19 | 139 | 19 | 98 |
Between two and five years | - | 19 | - | 19 |
19 | 158 | 19 | 117 |
Operating lease payments represent rentals payable by the Group for its office properties. Leases are negotiated for an average term, excluding break clauses, of 1 year (2013: 3 years) and rentals are fixed for an average of 1 year (2013: 3 years).
Plant and machinery | Group | Company | ||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
Within one year | 4 | 11 | 4 | 2 |
Between two and five years | 6 | 5 | 6 | 3 |
10 | 16 | 10 | 5 |
Operating lease payments represent rentals payable by the Group for printers and copiers. Leases are negotiated for an average term, excluding break clauses, of 3 years (2013: 4 years) and rentals are fixed for an average of 3 years (2013: 4 years).
31 | POST BALANCE SHEET EVENTS |
As described in note 10, on 28 January 2015, Radcliffe Solution Ltd was disposed of for consideration of £125,000 less a working capital adjustment to be determined at a later date. At the balance sheet date, the assets and liabilities of Radcliffe Solutions Ltd have been classified as held for sale.
32 | CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES |
There are no capital commitments at the balance sheet date (2013: £nil). The Group does not have any contingent liabilities.
33 | RELATED PARTY TRANSACTIONS |
All related party balances held at November 2014 and 2013 are unsecured.
Subsidiaries
Its 70% (2013: 70%) owned subsidiary, I-Gaming Limited, is owed by other Group undertakings £5,765,000 (2013: £4,590,000) and owes £4,678,000 at 30 November 2014 (2013: £2,931,000), including debt due from the Company of £5,227,000 (2013: £4,553,000), after being charged costs and allocated staff time in the year of £1,341,000 (2013: £994,000).
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% (2013: 45.0%) is held by Stephen Routledge, a non-executive Director of Electric Word, and as such is a related party. 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. The total fee for the advice and work in the year is £6,000 (2013: £60,000). The Group continues to receive advice into 2015.
33 | RELATED PARTY TRANSACTIONS (continued) |
Company
The table below sets out the transactions and balances with other group undertakings:
Balance | Transactions in year | |||
Receivable / (payable) | Income / (expenditure) | |||
2014 | 2013 | 2014 | 2013 | |
| £'000 | £'000 | £'000 | £'000 |
iGaming Business Limited | (5,227) | (4,553) | (674) | (1,534) |
Incentive Plus Limited | (14) | 461 | (475) | 222 |
Speechmark Publishing Limited | (3,917) | (2,673) | (1,244) | (1,182) |
Optimus Professional Publishing Limited | 2,891 | 1,450 | 1,441 | 647 |
P2P Publishing Limited | 33 | (272) | 305 | (218) |
SBG Companies Limited | 785 | 1,539 | (754) | 480 |
Radcliffe Publishing Limited | 2,597 | 2,075 | 522 | 1,282 |
Radcliffe Solutions Limited | - | 662 | (662) | 191 |
Electric Word Employee Benefit Trust | 171 | 171 | - | - |
(2,681) | (1,140) |
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