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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Goals Soccer Centres Plc | LSE:GOAL | London | Ordinary Share | GB00B0486M37 | ORD 0.25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.20 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGOAL
RNS Number : 0041A
Goals Soccer Centres PLC
21 March 2017
Goals Soccer Centres plc
Final Results for the year ended 31st December 2016
On track with new strategy
Goals Soccer Centres plc ("Goals", the "Company" or the "Group") a leading operator of outdoor small-sided soccer centres with 48 sites, including two in California, USA, announces its final results for the period ended 31(st) December 2016.
Statutory measures
2016 2015 Change Sales GBP33.5m GBP33.0m 1.6% Operating Profit/(loss) GBP4.2m (GBP5.4m) Profit/(loss) Before Tax GBP3.7m (GBP6.2m) Diluted Earnings Per Share 4.1p (10.4p) Net Cash Flow from Operating Activities GBP8.0m GBP10.6m (25.0%) ------------------------------ --------- ---------- --------
Underlying Measures*
2016 2015 Change H2 H1 Sales GBP33.5m GBP33.0m 1.6% 3.7% (0.5%) Like-for-like sales(1) growth 0.5% (4.9%) 5.4% 2.9% (2.0%) Underlying EBITDA(2) GBP11.2m GBP11.8m (4.9%) 0.2% (9.8%) Underlying Profit Before Tax(3) GBP7.8m GBP8.3m (6.1%) 4.5% (15.0%) Underlying Diluted Earnings Per Share(4) 9.7p 14.3p (32.6%) Underlying Free Cash Flow GBP9.4m GBP10.6m (11.5%) --------------------------------- --------- --------- -------- ----- --------
Financial Summary
-- Profit before tax increased by GBP9.9m to GBP3.7m (2015: loss GBP6.2m); -- Returned to sales growth increasing by 1.6% to GBP33.5m (2015: GBP33.0m); -- Returned to like-for-like sales(1) growth increasing by 0.5% (2015: -4.9%);
-- Recovery in H2 with like-for-like(1) sales, Underlying EBITDA(2) and Underlying Profit Before Tax(3) increasing by 2.9%, 0.2% and 4.5% respectively;
-- Exceptional and non-recurring charges of GBP3.9m (2015: GBP14.5m) relating to a non-cash impairment of GBP2.5m, restructuring and strategic projects totalling GBP1m and non-recurring costs of GBP0.5m relating to the development and rollout of new brand and values.
Corporate Summary
-- Strategic Business Review completed with a new 5 year strategic plan set;
-- Balance sheet strengthened through a successful share placing which raised gross proceeds of GBP16.75m;
-- Board restructured and strengthened with the appointment of Mark Jones as CEO, further supported by the appointments of Michael Bolingbroke as Senior Independent Director and Scott Lloyd and Christopher Mills as Non-Executive Directors;
-- Arena modernisation programme well advanced with GBP5.1m invested and 136 pitches refurbished during the year;
-- New "Clubhouse 2020" concept underway in three sites. Rollout planned over next 18 months, subject to initial results;
-- Construction completed on second USA club in Pomona, California which opened in February 2017;
-- Construction of our third USA club, in Rancho Cucamonga, California to commence during H1 2017;
-- No dividend proposed for 2016.
Nick Basing, Chairman said:
"2016 has been a huge period of transformational Change. Its a good start to report profit growth and positive trend in like-for-like sales. These results are early but encouraging evidence of our new strategy starting well. The business is on its way to being fit for purpose."
Mark Jones, Chief Executive said:
"In the last six months we have made good headway executing our plan: 136 pitches re-laid resulting in a much more attractive proposition for customers; development of the new Clubhouse format which will be trialled later this year; and progress on the food and beverage proposition. Additionally, we have had a successful launch of our second club in the USA and are due to commence consruction of our third club in H1 2017. We are delivering a better product which is already showing in the numbers and are confident that we can realise our ambitions."
21(st) March 2017
Enquiries:
Goals Soccer Centres plc 01355 234 800 Nick Basing, Chairman Mark Jones, CEO Bill Gow, CFO Canaccord Genuity Limited (Nominated Adviser and Broker) Bruce Garrow Chris Connors Richard Andrews 020 7523 8350 Instinctif Partners Matthew Smallwood Guy Scarborough 020 7457 2020
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
*Notes supporting underlying performance measures which are used throughout the annual report and financial statements. The Board believes that these measures provide useful information as they are used internally to evaluate performance of the Group:
1. 2016 like-for-like sales are based on clubs opened prior to 1 January 2015
2015 like-for-like sales are based on clubs 2016 2015 opened prior to 1 January 2014 GBP000 GBP000 Total sales 33,532 33,013 Clubs opened post 1 January 2015 (884) (525) Like-for-like sales 32,648 32,488
2. Underlying EBITDA is Earnings Before Interest, Tax, Depreciation and Amortisation adjusted for the impact of the exceptional items, non-recurring costs and loss on disposal as shown below:
2016 2015 GBP000 GBP000 Operating profit/(loss) 4,211 (5,432) Depreciation 2,729 2,600 Amortisation 204 199 Loss on disposal (note 3) 124 - Non-recurring costs (note 3) 450 - Exceptional items (note 6) 3,516 14,450 Underlying EBITDA 11,234 11,817
3. Underlying Profit Before Tax is Profit/(loss) Before Tax adjusted for the impact of the exceptional items, non-recurring costs and loss on disposal as shown below:
2016 2015 GBP000 GBP000 Profit Before Tax 3,664 (6,181) Loss on disposal (note 3) 124 - Non-recurring costs (note 3) 450 - Exceptional items (note 6) 3,516 14,450 Underlying Profit Before Tax 7,754 8,269
4. Underlying diluted earnings per share is diluted earnings per share adjusted for the net of tax impact of the exceptional items, non-recurring costs and loss on disposal as shown below:
2016 2016 2015 2015 Underlying Underlying Underlying Underlying Profit EPS Profit EPS GBP000 p GBP000 p Adjusted diluted underlying earnings per share 6,563 9.7p 8,368 14.3p
Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year plus the dilutive element of all outstanding relevant share options outstanding during the year. For the year ended 31 December 2016 this was 67,663,242 (2015: 58,609,677).
5. Underlying free cash flow is net cash flow from operating activities adjusted for the cash impact of the exceptional items and non-recurring costs:
2016 2015 GBP000 GBP000 Net cash flow from operating activities 7,985 10,643 Non-recurring costs (note 3) 450 - Non-impairment exceptional items (note 6) 982 - Underlying Free Cash Flow 9,417 10,643
Chairman's Statement
2016 has been a pivotal year for the Company. Early in the year I outlined the five key short term priorities of the Company:
-- appoint a new Chief Executive Officer and new Non-Executive Directors; -- complete an in-depth independent strategic business review; -- develop the overall investment case; -- complete the US business plan; and -- implement a near-term operational improvement plan.
I'm pleased to confirm that these initiatives have now all been achieved or implemented and has seen the Group return to like-for-like sales(1) growth in H2.
During the period, I commissioned key members of management and independent advisors to undertake an in-depth review of the business. A detailed strategic plan for the Group was developed with the intention of strengthening the Company's market leading position, improving Return on Capital Employed and increasing value for shareholders over the longer term. The Company set the following four strategic priorities:
-- Grow and innovate the UK core estate - through refurbishment of the existing buildings to a new upgraded brand format, accelerating the Arena modernisation programme and introducing new innovative technology to enhance the customer experience;
-- Develop new capabilities and gain competitive advantage - through developing value added propositions aimed at underdeveloped growth segments, relaunching quality offering for advanced booked customers, upgrading IT systems to achieve deeper digital connectivity and refreshing and reinvigorating the operating environment;
-- International expansion of clubs and brand - through exploiting our early mover advantage in California, with a club to be opened in Pomona, Los Angeles in early 2017 and investigating market potential to leverage the Goals brand in Asia and explore other regions for market entry through capital efficient routes; and
-- Unlock underlying asset potential - through the development of additional revenue generating lines of business, explore development potential across the property estate and remain open to potential accretive, complementary business opportunities.
The results of the Strategic Business Review and our strategic priorities were announced to shareholders on 3(rd) June 2016. Following which the Company raised gross proceeds of GBP16.75m to deleverage the balance sheet and allow us to invest in our core proposition.
During the year, we significantly strengthened the Board with the key appointments of Mark Jones as Chief Executive Officer; further supported by the appointments of Michael Bolingbroke as Senior Independent Director and Scott Lloyd and Christopher Mills as Non-Executive Directors.
Phil Burks, Keith Edelman and Alex Short all stood down from the Board during the period. I would like to acknowledge, on behalf of the board, our thanks for their contribution during their term.
Morris Payton also stepped down from the Board in 2016 but remains an executive within the Company. He has been a tremendous asset to the Company for many years and I thank him for his ongoing service. Shortly after the financial year end Keith Rogers stepped down from the Board. On behalf of the board I would like to acknowledge and express our sincere gratitude to Keith for his invaluable and constructive contribution to the board over the years.
Finally, I would like to thank all of our employees who have provided huge support and backing to the changes made during this pivotal year for the Company. It has been a pleasure to work with everyone.
Nick Basing
Chairman
21 March 2017
Chief Executive Officer's Review
I'm pleased to confirm that, after a strong recovery in H2, the Group has returned to like-for-like growth with Group like-for-like sales for the year increasing by 0.5% and total sales increasing by 1.6% to GBP33.5m (2015: GBP33.0m).
During my first 6 months, I have focussed on implementing and delivering the key outputs of the strategic review.
A key element of our strategy is to re-invest in our business through our Arena modernisation programme. In 2016 we completed the modernisation of 136 pitches, with the upgrades including ProTurf, shock absorbers and enhanced lighting improving the playing characteristics of the pitch. We have now invested GBP5.1m on pitch refurbishment, more than has been spent cumulatively over the past ten years. Importantly this has reduced the average pitch age from 7.0 years to 4.3 years with this becoming a key performance indicator for the business. The feedback from our customers has been extremely positive and we continue to view the Arena investment as a driver for greater player attraction and retention.
In 2016 we developed our new brand vision and team values in association with leading creative agency McCann. In Q4 we also took the opportunity to launch our new team values to our frontline teams which has been well received and aligns our team members with the new strategy for the business going forward. Goals has also established its 'Future Leaders' training programme which will ensure that the business has the best 'bench' of talented people who are identified to progress onto more senior roles when they are ready.
The brand work with McCann has ensured that we have a robust customer-led brand story where we aim to give customers the chance to feel like the "pro" they dream they could be. Our efforts as a brand are to ensure that "The game means more'. Our new brand logo will be launched in April 2017 at our Ruislip club and will be supported by an updated consumer website with improvements in speed, ease of navigation, better payment methods and bespoke marketing.
We will bring to life our brand vision through the development of our "Clubhouse 2020" concept where we partnered with Harrison Fraser, one of the UK's leading destination design agencies. After extensive work and research initial designs are now complete. Our goal is to create a welcoming environment to our customers to increase dwell time and ancillary spend but also to create a welcoming clubhouse feel. Our vision is to create and develop Goals into a leisure destination brand rather than solely a football business. We have also made and are in the process of making significant improvements to our food and beverage offering with an emphasis on better products, better value pricing and better service. Many of our clubhouses require modernisation to provide an attractive pre and post-game environment for our customers to enjoy the additional products on offer. We envisage that Clubhouse 2020 will do this for the benefit of customers and shareholders alike.
Subject to planning and licensing permissions, the concept will be trialled at our Ruislip, Beckenham and Glasgow South clubs in H1 2017 at a total cost of GBP1.1m. Thereafter we anticipate that one further club will open in August 2017 at a cost of GBP0.5m; after customer feedback and cost value engineering the concept will be rolled out across the estate over the following 18 months at appropriate clubs at a further cost of around GBP6.5 million, financed from existing cash resources.
We also undertook a full review of each of our revenue streams and we now have plans in place to enhance each of these streams through deeper digital connectivity, product innovations and improved staff training. We have improved products from leagues to children's parties and have taken steps to improve, differentiate and enhance the experience for customers at all stages of their interaction with the Goals brand.
The USA remains a key growth market for the Company. After a number of years of strong performance in the USA sales declined by 4.3% in constant currency last year. We have identified the issues and taken steps to strengthen the US business with the appointment of a new senior level operations executive and we are now planning additional support from the UK business to help improve performance.
Construction of our second USA club, in Pomona, Los Angeles, completed in early February 2017 at a cost of $4.2m (GBP3.3m) significantly less than our original South Gate site. It is an excellent location. Whilst it is still very early days, initial signs are encouraging and the first few weeks are in line with the trend seen during the South Gate opening phase.
Construction of our third USA club, in Rancho Cucamonga, Los Angeles is due commence during H1 2017 at a cost of $3.8m (GBP3.0m). It is an excellent location adjacent to the Quakes baseball stadium and will include a bar.
Looking forward, our international expansion plans will initially be focused on the US and we have a pipeline of options for future openings as we seek to grow our US business in a controlled and measured manner, reflected on our experiences at Pomona. Work has already begun on a programme to significantly reduce the construction costs of the next generation of clubs to $3.2m (GBP2.6m).
In the UK, we also took steps to realign our support office teams to reduce costs and better support our club teams, but we were also able to strengthen our operations, marketing and catering team as we ensure we have the right support for the Clubhouse 2020 project.
In addition to financial measures we have implemented a number of important non-financial key performance indicators that we continue to closely monitor and are pleased that our Net Promotor Score (NPS) for the year stood at 46% which compares well with leisure industry averages.
These actions and areas of focus, together with other operational changes, have been instrumental in the improvement in our underlying performance, however our task has only just begun to put the businesses in a position where it can achieve the returns we believe it is capable of.
I would like to thank all of the Goals team for the strong welcome they have given me as Chief Executive Officer and for their continued hard work and dedication in driving through the significant changes that we have made.
Outlook
Our strategic plan outlined in June 2016 is still in the early stages of implementation, however we are pleased that Group total and like-for-like sales(1) sales for the first 11 weeks of 2017 are above the revenue levels achieved during the strong start of last year.
We look forward to delivering continued progress in 2017, investing to drive returns for shareholders, as we move our focus to upgrading our clubhouses to the Clubhouse 2020 format in the UK and growing our business in the USA. We look forward to the future with growing confidence.
Mark Jones
Chief Executive Officer
21 March 2017
Chief Financial Officer's Review
I am pleased to report that, following a strong recovery in H2, Group sales for the year increased by 1.6% (H1: -0.5%, H2 +3.7%) to GBP33.5m (2015: GBP33.0m) and Group like-for-like sales(1) returned to growth increasing by 0.5% (H1: -2.0%, H2 +2.9%).
Group operating profit increased to GBP4.2m (2015: GBP5.4m loss). Underlying Club EBITDA declined by 3.2% to GBP14.4m (2015: GBP14.9m), Head Office costs increased by 1.4% to GBP3.2m (2015: GBP3.1m) and Underlying Group EBITDA(2) declined by 4.9% to GBP11.2m (2015: GBP11.8m). This decline has been driven by an increase in like-for-like UK club overheads of GBP0.9m (7.1%) following the introduction of the Living Wage during the year. The ongoing increases in Living Wage and anticipated increases in Business Rates are likely to produce overhead headwinds for the foreseeable future. Underlying Group EBITDA(2) grew by 0.2% in H2 (H1: -9.8%) due to the strong recovery in Group sales.
Financial expenses reduced to GBP0.5m (2015: GBP0.7m) as debt reduced from GBP36.7m to GBP24.0m primarily due to a successful share placing of 16.75m shares at a price of 100p in June 2016. Current net debt to Underlying EBITDA(2) is 2.1 times (2015: 3.1 times) with Underlying EBITDA(2) to bank interest cover being 20.8 times during the 12 months ended 31 December 2016 (2015: 16.3 times).
Group Profit Before Tax was GBP3.7m (2015: GBP6.2m loss). Underlying Profit Before Tax(3) reduced by 6.1% to GBP7.8m (2015: GBP8.3m) but grew by 4.5% in H2. Underlying earnings per share(4) declined by 32.6% to 9.7p (2015: 14.3p) due to the decline in Underlying profit of 6.1%, an increase in the underlying tax rate of 13.8% and an increase in the diluted weighted average number of ordinary shares of 15.4%.
The tax charge for the period translated to an effective rate of 24% (2015: 1.6%). This rate is 4% higher than the UK corporation tax rate due to non-deductible exceptional costs and adjustments to prior year balances of 8% and 7% respectively offset by a deferred tax adjustment of 11% resulting from the reduction in future corporation tax rates substantively enacted at 31 December 2016. The effective rate is expected to reduce in 2017 to be in line with the standard UK corporation tax rate.
The Group's balance sheet is well capitalised with net assets of GBP91.7m (2015: GBP72.7m). The Group has a long term non-amortising bank facility with Bank of Scotland of GBP42.5m which expires in July 2019. Net debt at the end of the period stood at GBP24.0m (2015: GBP36.7m). In addition, the group has access to a GBP2.0m overdraft facility. Our exposure to recent exchange rate fluctuations has been mitigated by borrowing the development costs of the new club at Pomona in US dollars.
The IASB has issued IFRS 16 'Leases' which provides a new model for lease accounting in which all leases, other than short-term and small-ticket-item leases, will be accounted for by the recognition on the balance sheet of a right-to-use asset and a lease liability, and the subsequent amortisation of the right-to-use asset over the lease term. IFRS 16 is expected to become effective for the group's year ending 31 December 2020 and is expected to have a significant effect on the group's financial statements, increasing the group's recognised assets and liabilities and potentially affecting the presentation and timing of recognition of certain amounts in the income statement.
The Group incurred total exceptional costs of GBP3.5m (2015: GBP14.5m). GBP2.5m (2015: GBP14.5m) of this was a non-cash asset impairment charge which principally relates to one club that has underperformed. GBP1m (2015: GBPnil) was a cash charge of which GBP0.9m related to restructuring costs to implement the outcome of the strategic review and GBP0.1m related to separate strategic projects.
The Group incurred non-recurring costs in relation to the development and rollout of the new Goals brand and values of GBP0.5m (2015: GBPnil) and incurred a loss on disposal of old pitch surfaces of GBP0.1m (2015: GBPnil) following the modernisation of 136 pitches during the year.
The Board continues to focus on strong cash generation. Underlying free cash flow(5) declined by 11.5% to GBP9.4m (2015: GBP10.6m). The Group invested GBP10.2m in capital expenditure (2015: GBP7.6m) during the period. GBP3.7m (2015: GBP5.3m) was incurred on our new clubs, GBP0.2m on information technology, and GBP6.3m on upgrading our mature clubs. The Group invested GBP0.3m on software development systems during the period.
Goals UK
As a result of the strong recovery in H2, UK sales for the year increased by 1.3% (H1: -0.5%, H2: +3.1%) to GBP32.3m (2015: GBP31.9m) and like-for-like sales increased by 0.2% (H1: -2.1%, H2 +2.5%).
Despite an increased proportion of lower margin bar and vending sales our overall gross profit margin remained constant at 89%.
The increase in Living Wage pay rates produced some headwinds and resulted in a GBP0.6m (9.4%) increase in club salary costs. A strong focus on overhead costs was maintained throughout the year and this combined with other efficiency measures restricted the increase in like-for-like overheads to 7.1% and average overheads per club to 5.0% (2016: GBP321,000; 2015: GBP306,000). Consequently, average EBITDA per club fell 4.2% to GBP304,000 (2015: GBP317,000).
As the ongoing increases in Living Wage and anticipated increases in Business Rates are likely to produce overhead headwinds for the foreseeable future, GBP0.5m of efficiency savings have been targeted and further ongoing savings will be targeted to mitigate the impact of this.
Goals USA
After a number of years of relatively strong performance in the USA sales declined by 4.3% to $1,687,000 (2015: $1,783,000). Club overheads increased by 8.3% (2016: $854,000; 2015: $789,000), resulting in a decline in club EBITDA of 20.2% (2016: $677,000; 2015: $848,000). We remain confident in the USA model and have taken steps to strengthen the US business with the appointment of a new senior level operations executive. The Group benefited from the decline in the value of sterling and when converted to sterling sales grew by 8.2% to GBP1.3m (2015: GBP1.2m).
Dividend
Although like-for-like sales have stabilised there is still much work to do to deliver the returns the Board believes the business is capable of achieving. The Directors are therefore not recommending a final dividend in relation to the 2016 period. The Directors intend to recommence dividends when appropriate.
William BG Gow
Chief Financial Officer
21 March 2017
Consolidated income statement
for the year ended 31 December 2016
Note Before Exceptional Before Exceptional Exceptional items Exceptional items items (note items (note 6) 6) 2016 2016 2016 2015 2015 2015 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 Revenue 2 33,532 - 33,532 33,013 - 33,013 Cost of sales (3,669) - (3,669) (3,688) - (3,688) Gross profit 29,863 - 29,863 29,325 - 29,325 Operating expenses (22,136) (3,516) (25,652) (20,307) (14,450) (34,757) Operating profit/(loss) 3 7,727 (3,516) 4,211 9,018 (14,450) (5,432) Financial expense 5 (547) - (547) (749) - (749) Profit/(loss) before tax 7,180 (3,516) 3,664 8,269 (14,450) (6,181) Taxation 6 (1,076) 197 (879) 99 - 99 Profit/(loss) for year attributable to equity holders of the parent 6,104 (3,319) 2,785 8,368 (14,450) (6,082) ============= ============ ========= ============= ============ ========= Earnings per share Basic 8 9.1p (5.0p) 4.1p 14.3p (24.7p) (10.4p) Diluted 8 9.0p (4.9p) 4.1p 14.3p (24.7p) (10.4p)
The accompanying notes form an integral part of these financial statements.
Statement of comprehensive income/expense
for the year ended 31 December 2016
2016 2015 GBP000 GBP000 Profit/(loss) for the year 2,785 (6,082) ------ --------- Items that will be subsequently reclassified to profit or loss Exchange differences on translation of foreign operations 443 12 Recognition of share based payment costs 22 56 Deferred tax movements on items taken directly to equity (7) (11) ------ --------- Other comprehensive income for the year 458 57 Total comprehensive income/(expense) attributable to equity holders of the parent 3,243 (6,025) ====== =========
Balance sheets
at 31 December 2016
Note Group Company 2016 2015 2016 2015 Assets GBP000 GBP000 GBP000 GBP000 Non-current assets Property, plant and equipment 9 115,285 108,474 108,880 105,275 Intangible assets 10 5,089 4,959 5,017 4,903 Investments in subsidiaries - - 2,691 2,691 Other non-current receivables 708 433 708 433 -------- -------- -------- Total non-current assets 121,082 113,866 117,296 113,302 -------- -------- -------- -------- Current assets Inventories 1,441 1,381 1,433 1,373 Trade and other receivables 5,721 4,890 9,818 6,218 Cash and cash equivalents 1,929 2,074 1,797 1,994 -------- -------- -------- --------
Total current assets 9,091 8,345 13,048 9,585 Total assets 130,173 122,211 130,344 122,887 -------- -------- -------- -------- Current liabilities Bank overdraft (1,924) (2,031) (1,924) (2,031) Trade and other payables (4,516) (3,039) (4,438) (2,969) Current tax payable (388) (234) (475) (234) -------- -------- -------- -------- Total current liabilities (6,828) (5,304) (6,837) (5,234) -------- -------- -------- -------- Non-current liabilities Other interest-bearing loans and borrowings (23,998) (36,691) (23,998) (36,691) Deferred tax liabilities 11 (7,670) (7,478) (7,670) (7,478) Total non-current liabilities (31,668) (44,169) (31,668) (44,169) Total liabilities (38,496) (49,473) (38,505) (49,403) Net assets 91,677 72,738 91,839 73,484 ======== ======== ======== ======== Equity Share capital 12 188 146 188 146 Share premium 53,208 37,554 53,208 37,554 Retained earnings 37,957 35,157 38,443 35,784 Translation reserve 324 (119) - - Total equity 91,677 72,738 91,839 73,484 ======== ======== ======== ========
These financial statements were approved by the board of directors on 21 March 2017 and were signed on its behalf by:
William BG Gow
Chief Financial Officer
Company registered number: SC202545
The accompanying notes form an integral part of these financial statements.
Statements of cash flow
for the year ended 31 December 2016
Note Group Company 2016 2015 2016 2015 GBP000 GBP000 GBP000 GBP000 Cash flows from operating activities Profit/(loss) for the year 2,785 (6,082) 2,644 (6,333) Adjustments for: Depreciation 9 2,729 2,600 2,602 2,489 Amortisation 10 204 199 197 199 Loss on disposal 3 124 - 124 - Non cash exceptional items 2,100 14,450 2,100 14,450 Financial expense 5 547 757 537 749 Income tax benefit 879 (99) 853 (194) Unrealised foreign exchange gain (223) - - - 9,145 11,825 9,057 11,360 (Increase)/decrease in trade and other receivables (1,088) 11 (3,874) (319) (Increase) in inventory (60) (233) (60) (227) Increase in trade and other payables 505 217 506 232 8,502 11,820 5,629 11,046 Income tax paid (513) (1,177) (400) (1,080) Net cash from operating activities 7,989 10,643 5,229 9,966 -------- ------- -------- ------- Cash flows from investing activities Acquisition of property, plant and equipment (10,175) (7,645) (7,489) (7,090) Acquisition of software (322) (779) (311) (723) Net cash used in investing activities (10,497) (8,424) (7,800) (7,813) -------- ------- -------- ------- Cash flows from financing activities Issue of share capital 12 16,750 - 16,750 - Share issue costs 12 (1,040) - (1,040) Loan movement 13 (12,693) (120) (12,693) (120) Interest paid (547) (756) (537) (749) Dividends paid - (1,169) - (1,169) Net cash generated by/(used in) financing activities 2,470 (2,045) 2,480 (2,038) -------- ------- -------- ------- Net (decrease)/increase in cash and cash equivalents 13 (38) 174 (90) 114 Cash and cash equivalents at start of year 43 (131) (37) (151) Cash and cash equivalents at year end 13 5 43 (127) (37) ======== ======= ======== =======
Statements of changes in equity
for the year ended 31 December 2016
Share Share Retained Translation Total capital premium earnings reserve account GBP000 GBP000 GBP000 GBP000 GBP000 Group At 1 January 2016 146 37,554 35,157 (119) 72,738 Comprehensive income Profit for the year - - 2,785 - 2,785 Exchange difference on translation of foreign operation - - - 443 443 Share based payments - - 22 - 22 Deferred tax on share based payments - - (7) - (7) Total comprehensive income for the year - - 2,800 443 3,243 Transactions with shareholders Issue of share capital (note 23) 42 15,654 - - 15,696 Dividends paid - - - - - Total transactions with shareholders 42 15,654 - - 15,696 At 31 December 2016 188 53,208 37,957 324 91,677 Share Share Retained Total capital premium earnings account GBP000 GBP000 GBP000 GBP000 Company At 1 January 2016 146 37,554 35,784 73,484 Comprehensive income Profit for the year - - 2,644 2,644 Share based payments - - 22 22 Deferred tax on share based payments - - (7) (7) Total comprehensive income for the year - - 2,659 2,659 Transactions with shareholders Issue of share capital (note 22) 42 15,654 - 15,696 Dividends paid - - - - Total transactions with shareholders 42 15,654 - 15,696 At 31 December 2016 188 53,208 38,443 91,839 Share Share Retained Translation Total capital premium earnings reserve account GBP000 GBP000 GBP000 GBP000 GBP000 Group At 1 January 2015 146 37,554 42,547 (315) 79,932 Comprehensive income Loss for the year - - (6,082) - (6,082) Exchange difference on translation of foreign operation - - - 12 12 Share based payments - - 56 - 56 Deferred tax on share based payments - - (11) - (11) Total comprehensive (expense)/income for the year - - (6,037) 12 (6,025) Transactions with shareholders Dividends paid - - (1,169) - (1,169) Total transactions with shareholders - - (1,169) - (1,169) At 31 December 2015 146 37,554 35,157 (119) 72,738 Share Share Retained Translation Total capital premium earnings reserve account GBP000 GBP000 GBP000 GBP000 GBP000 Company At 1 January 2015 146 37,554 43,242 - 80,942 Comprehensive income Loss for the year - - (6,334) - (6,334) Exchange difference on translation of amounts - - - - - due from subsidiary Share based payments - - 56 - 56 Deferred tax on share based payments - - (11) - (11)
Total comprehensive (expense) for the year - - (6,289) - (6,289) Transactions with shareholders Dividends paid - - (1,169) - (1,169) Total transactions with shareholders - - (1,169) - (1,169) At 31 December 2015 146 37,554 35,784 - 73,484
Notes
(forming part of the financial statements)
1 Accounting policies
Goals Soccer Centres plc (the "Company") is a company domiciled in the United Kingdom. The consolidated financial statements for the year ended 31 December 2016 comprise those of the company and its subsidiaries (together referred to as the Group). The parent company's financial statements present information about the company as a separate entity and not about the Group. Under section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own income statement and related notes.
Statement of compliance
Both the parent company financial statements and Group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU ("adopted IFRSs") that are effective (or available for early adoption) at 31 December 2016. Based on these adopted IFRSs, the directors have applied the accounting policies, as set out below. The adopted IFRSs have been applied in accordance with the provisions of the Companies Act 2006.
The financial statements for the year ended 31 December 2016 were approved by the board of directors on 21 March 2017.
Basis of preparation
The financial statements are prepared on the historical cost basis except for derivative financial instruments which are stated at their fair value. The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
These financial statements of the Group and Company are presented in pounds sterling. All financial information has been rounded to the nearest thousand.
The accounting policies have been applied consistently to all periods presented, except for the adoption of the standards described below which have had no impact on the reported numbers but may affect the accounting for future transactions and events.
Going concern
The Group and Company meet their overall funding requirements through their facility arrangements. The directors have reviewed the Group and Company's forecasts and projections which indicate that the Group and Company are expected to be able to operate within their current facilities for the next twelve months.
After making enquiries, the directors have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the next twelve months. Accordingly they continue to adopt the going concern basis in preparing the financial statements.
2 Segmental reporting
IFRS 8 'Operating Segments' requires a "management approach" under which segment information is presented on the same basis as that used for internal reporting purposes to the Chief Operating Decision Maker, which is the Board. As each club has similar economic characteristics, provides the same services to similar customers and operates in a similar manner, the directors, therefore, consider that there is one reporting segment relating to the operation of outdoor soccer centres which includes the one (2015: one) club outside of the UK.
Geographical information
In presenting information on the basis of geography, segment revenue is based on the geographical location of customers and segment assets are based on the geographical location of the assets.
2016 2015 GBP000 GBP000 Revenues United Kingdom 32,277 31,860 United States 1,255 1,153 33,532 33,013 Non-current assets United Kingdom 117,295 110,611 United States 6,477 3,255 121,772 113,866
The non-current assets represent property, plant and equipment, intangible assets and other non-current receivables.
3 Operating profit/(loss) 2016 2015 GBP000 GBP000 Operating profit/(loss) is stated after charging: Auditor's remuneration: - audit of these financial statements 36 36 Amounts receivable by auditors and their associates in respect of - audit related assurance services (half year review) 5 5 - other services relating to taxation compliance 7 7 - other services relating to tax advisory 11 17 Depreciation 2,729 2,600 Amortisation 204 199 Loss on sale of tangible fixed assets 124 - Rental under operating leases - plant and machinery 232 197 - others 3,090 2,866
Underlying earnings before interest, tax, depreciation and amortisation ("EBITDA") is calculated as follows:
2016 2015 GBP000 GBP000 Operating profit/(loss) 4,211 (5,432) Depreciation 2,729 2,600 Amortisation 204 199 Loss on disposal 124 - Non-recurring costs 450 - Exceptional items (note 6) 3,516 14,450 Underlying EBITDA 11,234 11,817
Underlying profit before tax ("Underlying PBT") is calculated as follows:
2016 2015 GBP000 GBP000 Profit/(loss) before tax 3,664 (6,181) Loss on disposal 124 - Non-recurring costs 450 - Exceptional items (note 6) 3,516 14,450 Underlying PBT 7,754 8,269
Contained within operating expenses are the following main costs associated with the sites:
Group 2016 2015 GBP000 GBP000 Club wages and salaries 6,898 6,247 Rent, rates and insurance 5,788 5,379 12,686 11,626 4 Exceptional items 2016 2015 GBP000 GBP000 Exceptional items comprise: - Restructuring costs 897 - - Strategic projects 85 - - Impairment of underperforming clubs 2,534 8,124 - Impairment of software provision - 750 - Impairment of Pro 5 goodwill - 3,100 - Development costs written off - 2,476 3,516 14,450
During 2016, the directors reviewed the carrying value of each club operated by the Company, resulting in an impairment charge of GBP2.5m. This principally relates to one club which has underperformed. In addition, restructuring costs of GBP0.9m were incurred to implement the outcome of the strategic review. A further GBP0.1m was incurred on separate strategic projects.
The Company incurred non-recurring costs in relation to the development and rollout of the new Goals brand and values of GBP0.5m (2015: GBPnil). The Company completed the modernisation of 136 pitches during the year resulting in a loss on disposal of GBP0.1m (2015: GBPnil) on old pitch surfaces. These costs have not been included within exceptional items but have been added back to calculate underlying profits.
In 2015 the directors reviewed the value in use of the software development cost incurred by the Company, goodwill incurred on the acquisition of Pro5 Soccer, the carrying value of each club operated by the Company and UK pipeline costs. This resulted in impairment charges of GBP14.5m.
5 Financial expense 2016 2015 GBP000 GBP000 Financial expense Interest on bank loans and overdrafts 514 719 Amortisation of finance costs 33 30 547 749 6 Taxation 2016 2015 GBP000 GBP000 Recognised in the income statement Current year 567 1,043 Adjustments for prior year 127 125 Current tax expense 694 1,168 Deferred tax (note 20) Origination and reversal of timing differences 476 (351) Adjustments for prior year 132 (45) Reduction in tax rate (423) (871) Deferred tax expense/(benefit) 185 (1,267) Tax expense/(benefit) in income statement 879 (99)
Reconciliation of effective tax rate
2016 2015 GBP000 GBP000 Profit/(Loss) for the year 2,785 (6,082) Total income tax expense/(benefit) 879 (99) Profit/(loss) excluding taxation 3,664 (6,181) 2016 2016 2015 2015 % GBP000 % GBP000 Income tax using company's standard tax rate 20.0 733 20.25 (1,252) Effects of: Non-deductible expenses 8.46 310 (30.55) 1,884 Other differences - adjustments to prior year balances 7.07 259 (2.20) 140 Other differences - difference in tax rates (11.54) (423) 14.10 (871) Total tax expense/(benefit) 23.99 879 1.60 (99)
Income tax recognised directly in equity
2016 2015 GBP000 GBP000 Taxation credit on share based payments 7 (11)
A reduction in the UK corporation tax rate from 21% to 20% (effective from 1 April 2015) was substantively enacted on 2 July 2013. Further reductions to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015, and an additional reduction to 17% (effective 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the company's future current tax charge accordingly. The deferred tax liability at 31 December 2016 has been calculated based on these rates.
7 Dividends 2016 2015 GBP000 GBP000 Dividends paid - 2014 final (1.325p per ordinary share) - 774 - 2015 interim (0.675p per ordinary share) - 395 - 1,169 No final dividend for 2016 has been proposed (2015: GBPnil). 8 Earnings per share
Basic earnings per ordinary share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year which was 67,251,945 (2015: 58,465,060).
2016 2016 2015 2015 Profit for Earnings Loss for Earnings the year per share the year per share GBP000 p GBP000 p Basic earnings per share 2,785 4.1p (6,082) (10.4p) Adjusted basic earnings per share * 6,875 9.8p 8,368 14.3p Diluted earnings per share 2,785 4.1p (6,082) (10.4p) Adjusted diluted earnings per share ** 6,875 9.7p 8,368 14.3p
Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year plus the dilutive element of all outstanding relevant share options outstanding during the year. For the year ended 31 December 2016 this was 67,663,242 (2015: 58,609,677).
The diluted weighted average number of shares is calculated as follows:
Number 2016 2015 Weighted average number of shares in issue during the year 67,251,945 58,465,060 Effect of dilutive share options 411,297 144,617 Diluted weighted average number of shares 67,663,242 58,609,677
* Adjusted basic earnings per share is calculated by adding back the exceptional items, non-recurring costs and loss on disposal to the earnings attributable to ordinary shareholders and dividing by the weighted average number of ordinary shares in issue during the year.
** Adjusted diluted earnings per share is calculated by adding back the exceptional items, non-recurring costs and loss on disposal to the earnings attributable to ordinary shareholders and dividing by the weighted average number of ordinary shares in issue during the year plus the dilutive element of all outstanding relevant share options outstanding during the year.
9 Property, plant and equipment Fixtures Assets in Group Leasehold and course of property fittings construction Total GBP000 GBP000 GBP000 GBP000 Cost At 1 January 2015 120,836 12,824 6,010 139,670 Additions 7,121 524 - 7,645 Transfers 1,509 - (1,509) - Disposals - - (1,689) (1,689) Foreign exchange 7 - - 7 At 31 December 2015 129,473 13,348 2,812 145,633 Cost At 1 January 2016 129,473 13,348 2,812 145,633 Additions 2,206 5,866 3,042 11,114 Disposals (1,762) (2,403) (261) (4,426) Foreign exchange 876 (113) (27) 736 At 31 December 2016 130,793 16,698 5,566 153,057 Depreciation At 1 January 2015 15,461 8,663 1,950 26,074 Charge for year 1,966 634 - 2,600 Impairment (note 12) 8,124 - 2,050 10,174 Disposals - (1,689) (1,689) Foreign exchange - - - - At 31 December 2015 25,551 9,297 2,311 37,159 At 1 January 2016 25,551 9,297 2,311 37,159 Charge for year 2,010 719 - 2,729 Impairment (note 12) 2,100 - - 2,100 Disposals (1,762) (2,278) (261) (4,301) Foreign exchange 82 3 - 85 At 31 December 2016 27,981 7,741 2,050 37,772 Carrying amounts At 31 December 2016 102,812 8,957 3,516 115,285 At 31 December 2015 103,922 4,051 501 108,474 Fixtures Assets in Company Leasehold and course of property fittings construction Total GBP000 GBP000 GBP000 GBP000 Cost At 1 January 2015 116,187 12,499 5,637 134,323 Additions 6,732 358 - 7,090 Disposals - - (1,689) (1,689) Transfers 1,898 (1,898) - At 31 December 2015 124,817 12,857 2,050 139,724 At 1 January 2016 124,817 12,857 2,050 139,724 Additions 2,054 5,860 518 8,432 Disposals - (2,083) - (2,083) At 31 December 2016 126,871 16,634 2,568 146,073 Depreciation At 1 January 2015 13,417 8,369 1,689 23,475 Charge for year 1,891 598 - 2,489 Impairment (note 12) 8,124 - 2,050 10,174 Disposal - - (1,689) (1,689) At 31 December 2015 23,432 8,967 2,050 34,449 At 1 January 2016 23,432 8,967 2,050 34,449 Charge for year 1,894 708 - 2,602 Impairment 2,100 - - 2,100 Disposal - (1,958) - (1,958) At 31 December 2016 27,426 7,717 2,050 37,193 Carrying amounts At 31 December 2016 99,445 8,917 518 108,880 At 31 December 2015 101,385 3,890 - 105,275
Assets under construction for both the Group and the Company comprises the cost of redevelopment of current sites and development of new sites.
10 Intangible assets Goodwill Software Total development GBP000 GBP000 GBP000 Group Deemed cost At 1 January 2015 5,719 3,642 9,361 Additions - 779 779 At 31 December 2015 5,719 4,421 10,140 At 1 January 2016 5,719 4,421 10,140 Additions - 322 322 Foreign exchange - 16 16 At 31 December 2016 5,719 4,759 10,478 Amortisation At 1 January 2015 - 1,132 1,132 Amortisation for the year - 199 199 Impairment 3,100 750 3,850 At 31 December 2015 3,100 2,081 5,181 At 1 January 2016 3,100 2,081 5,181 Amortisation for the year - 204 204 Foreign exchange - 4 4 At 31 December 2016 3,100 2,289 5,389 Carrying amount At 31 December 2016 2,619 2,470 5,089 At 31 December 2015 2,619 2,340 4,959 Goodwill Software Total development
GBP000 GBP000 GBP000 Company Deemed cost At 1 January 2015 5,719 3,642 9,361 Additions - 723 723 At 31 December 2015 5,719 4,365 10,084 At 1 January 2016 5,719 4,365 10,084 Additions - 311 311 At 31 December 2016 5,719 4,676 10,395 Amortisation At 1 January 2015 - 1,132 1,132 Amortisation for the year - 199 199 Impairment 3,100 750 3,850 At 31 December 2015 3,100 2,081 5,181 At 1 January 2016 3,100 2,081 5,181 Amortisation for the year - 197 197 At 31 December 2016 3,100 2,278 5,378 Carrying amount At 31 December 2016 2,619 2,398 5,017 At 31 December 2015 2,619 2,284 4,903
Impairment testing
Goodwill is allocated to the five operating units which the company acquired in 2001 (GBP1.8 million) and the three operating units acquired in 2008 through the acquisition of Pro 5 Soccer (GBP0.8 million) which represents the lowest level within the company at which goodwill is monitored for internal management purposes. The recoverable amount of the cash-generating units was based on their value in use. Value in use was determined by discounting the future cash flows generated from the continuing use of individual units and was based on the following key assumptions: * Cash flows were based on budgeted operating results for the coming year that are then projected forward for a 30 year period using a constant growth rate of 2%. This growth rate does not exceed the long-term average growth rate for the industry. Management believes that this forecast period is justified due to the long-term nature of the business. * A pre-tax discount rate of 9.5% (2015: 9.5%) was applied in determining the recoverable amount. The discount rate was based on a comparable industry average weighted average cost of capital adjusted for relevant risk factors.
The values assigned to the key assumptions represent management's estimate of future trading conditions and are based on both external and internal sources.
-- The review of the units which the company acquired in 2001 demonstrated headroom such that the estimated carrying value is not significantly sensitive to changes in assumptions. The discount rate would have to increase to 21.50% before the headroom reached break even.
-- In 2016 the review of the three operating units acquired in 2008 through the acquisition of Pro 5 Soccer resulted in a goodwill impairment charge of GBPnil (2015: GBP3.1m).
-- In 2016 the value in use of the software development costs was reviewed by assessing whether the software is up to date and used by the business on a regular basis. There was no impairment of software in the year (2015: GBP750k).
-- In 2016 the review of the other operating units resulted in an impairment of the tangible fixed assets of five sites of GBP2.5m (2015: GBP8.1m) due to a reduction in the profitability of these clubs.
11 Deferred tax liabilities
Group and Company
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net 2016 2015 2016 2015 2016 2015 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 Share based payments 4 11 - - 4 11 Property, plant and equipment - - (7,697) (7,510) (7,697) (7,510) Other temporary differences 23 21 - 23 21 Net tax assets/(liabilities) 27 32 (7,697) (7,510) (7,670) (7,478) Movement in deferred tax during At 1 January Recognised Recognised At 31 December the year 2016 in income in equity 2016 GBP000 GBP000 GBP000 GBP000 Share based payments 11 - (7) 4 Property, plant and equipment (7,510) (187) - (7,697) Other temporary differences 21 2 - 23 (7,478) (185) (7) (7,670) Movement in deferred tax during At 1 January Recognised Recognised At 31 the prior year 2015 in income in equity December 2015 GBP000 GBP000 GBP000 GBP000 Share based payments 11 (11) 11 11 Property, plant and equipment (8,881) 1,371 - (7,510) Other temporary differences 114 (93) - 21 (8,756) 1,267 11 (7,478) 12 Share capital 2016 2015 Number GBP000 Number GBP000 Allotted, called up and fully paid Ordinary shares of 0.25p (2015: 0.25p) each 75,215,060 188 58,465,060 146 The holders of the ordinary shares are entitled to dividends from time to time and entitled to one vote per share at meetings of the company. 16.75 million shares were placed at 100 pence per share on 23 June 2016 to deleverage the balance sheet and provide additional finance to invest. This resulted in additional share premium of GBP15,696,000, having deducted share issue costs of GBP1,054,000. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital. The Board of Directors also monitors the level of dividends to ordinary shareholders. The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The Board considers its borrowings and share capital to be the capital base of the Company. The Company is subject to externally imposed capital requirements through bank covenants which are tested on a quarterly basis. The company prepared three year financial forecasts to ensure that there is sufficient on-going headroom against these covenants. 13 Notes to the statements of cash flows (a) Net debt
Group
At beginning Trading At end of year cashflow of year GBP000 GBP000 GBP000 Cash at bank and in hand 2,074 (145) 1,929 Overdraft (2,031) 107 (1,924) 43 (38) 5 Borrowings (36,691) 12,693 (23,998) Net debt (36,648) 12,655 (23,993)
Company
At beginning Trading At end of year cashflow of year GBP000 GBP000 GBP000 Cash at bank and in hand 1,994 (197) 1,797 Overdraft (2,031) 107 (1,924) (37) (90) (127) Borrowings (36,691) 12,693 (23,998) (36,728) 12,603 (24,125) (b) Net debt reconciliation of net cash flow to movement in net debt
Group
2016 2015 GBP000 GBP000 (Decrease)/increase in cash and cash equivalents in the year (39) 174 Cash inflow from bank and other finance net of finance costs paid 12,678 120 Change in net debt resulting from cash flows 12,639 294 Additional finance costs (prepaid) 47 - Amortisation of finance costs (33) - Movement in net debt in the year 12,654 294 Net debt at the start of the year (36,648) (36,942) Net debt at the end of the year (23,994) (36,648)
Company
2016 2015 GBP000 GBP000 (Decrease)/increase in cash and cash equivalents in the year (90) 114 Cash flow from bank finance net of finance costs paid 12,678 120 Change in net debt resulting from cash flows 12,588 234 Additional finance costs (prepaid) 47 - Amortisation of finance costs (33) - Movement in net debt in the year 12,603 234 Net debt at the start of the year (36,728) (36,962) Net debt at the end of the year (24,125) (36,728)
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SEUFWSFWSEDD
(END) Dow Jones Newswires
March 21, 2017 03:00 ET (07:00 GMT)
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