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GOAL Goals Soccer Centres Plc

27.20
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
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

Goals Soccer Centres PLC Final Results (0041A)

21/03/2017 7:00am

UK Regulatory


Goals Soccer Centres (LSE:GOAL)
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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

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(END) Dow Jones Newswires

March 21, 2017 03:00 ET (07:00 GMT)

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