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GUSC Guscio

2.75
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Guscio LSE:GUSC London Ordinary Share GB00BPT23R97 ORD 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.75 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Guscio Plc Final Results & Notice of AGM

23/12/2016 7:00am

UK Regulatory


 
TIDMGUSC 
 
This announcement contains inside information as stipulated under the Market 
                   Abuse Regulation (EU) No 596/2014 (MAR). 
 
           Guscio plc / Index: AIM / Epic: GUSC.L / Sector: Software 
 
23 December 2016 
 
                                  Guscio plc 
 
                   ("Guscio", the "Company" or the "Group") 
 
                         Final Results & Notice of AGM 
 
Guscio plc, the technology company focused on programmes in physical literacy 
and sporting assessment, announces its final audited results for the year ended 
30 September 2016. 
 
OVERVIEW 
 
·     Successful transformation into a technology company focused on innovation 
in physical education and sport tracking and performance, a fast-growing sector 
 
·     Sales of Skills2Achieve ("S2A"), a web-based programme which can track 
and assess progress in physical literacy in schools, have not increased at the 
rate that the Board had expected but proactive steps are being taken to try to 
address this issue 
 
·     A new initiative named the Champions Programme has been launched. The 
Saracens Sport Foundation, Haileybury School, and a high-net-worth individual 
have signed up to this philanthropic programme to roll-out S2A. Ryman, the high 
street stationer, has also sponsored a number of schools with a view to 
increasing these numbers in 2017 
 
·     Board and management strengthened 
 
For further information, please visit www.guscioplc.com or contact: 
 
Gail Ganney                 Guscio plc                     Tel: +44 (0) 1707 659111 
 
David Worlidge              Allenby Capital Limited        Tel: +44 (0) 20 3328 
James Reeve                                                5659 
Liz Kirchner 
Graham Bell 
 
Duncan Vasey                Peterhouse Corporate Finance   Tel: +44 (0) 20 7220 
Lucy Williams                                              9797 
 
Lottie Brocklehurst         St Brides Partners             Tel: +44 (0) 20 7236 
Grace-Anne Marius                                          1177 
 
CHAIRMAN'S STATEMENT 
 
The Group's results for the year ended 30 September 2016 are the first results 
since completion of the acquisition of the remaining 70% of Sportsdata Limited 
("Sportsdata") and 100% of Dataplay Holdings Limited ("Dataplay") and the 
re-admission of the Company's shares to trading on AIM.  The Company completed 
these acquisitions on 24 May 2016 and the consolidated results therefore 
reflect the inclusion of these two businesses from that date. 
 
The Company originally acquired 30% of Sportsdata, a technology company that 
has developed and implemented a website application for monitoring and 
improving the physical literacy of children in association with the Youth Sport 
Trust ("YST"), in February 2015.  During the financial year, the directors 
decided, after consultation with the Company's main shareholders, to proceed 
with the acquisition of the remaining 70% of Sportsdata and the acquisition of 
a complementary business, Dataplay.  Dataplay has developed a white-label 
platform for the tracking, assessment and impact-evidencing of performance in 
sports. 
 
The Group's loss for the year was GBP3,910,000 (2015 - GBP812,000), which includes 
an impairment charge of GBP2,838,000 (2015 - GBPNil) in respect of the goodwill in 
Sportsdata and Dataplay and GBP517,000 (2015 - GBPNil) of costs incurred in respect 
of the acquisition of the two businesses and the re-admission of the Company's 
shares to trading on AIM. 
 
As Sportsdata and Dataplay both had net liabilities as at 30th September 2016, 
the decision was taken to make a full provision in the Company's accounts 
against the Company's investments in both companies.  This treatment is 
consistent with last year and does not necessarily reflect the directors' view 
of the underlying value of the two businesses.  In a similar way, the goodwill 
arising on the acquisition of the two businesses has not been recognised as an 
asset in the Group accounts at the year end with a full provision being made in 
the Group accounts. 
 
Since the acquisition of Sportsdata, the level of its sales has not increased 
at the rate that had been hoped for.  This trend has continued into the current 
year with the result that current trading remains behind budget.  The board has 
taken certain steps to try to improve the level of sales, including taking over 
responsibility for the sales process from the YST, which had been selling the 
licence previously and appointing Jim Morris as a dedicated sales executive. 
Jim was previously Development Manager at the YST with considerable experience 
of working with the primary school sector.  We have also commenced a 
sponsorship programme, the "Champions Programme", which enables philanthropic 
organisations, corporate sponsors and high net worth individuals ("HNWIs") to 
acquire packages of licences for the benefit of clusters of primary schools. 
We are delighted that Saracens Sports Foundation and Haileybury School have 
become the first organisations to purchase licences under this programme.  In 
addition, Ryman, the high street stationer, has sponsored a small number of 
schools as part of an initial test programme, which we anticipate will be 
extended in 2017. 
 
Dataplay has undertaken two development contracts, which will both result in a 
satisfactory profit, and new contracts are being sought and need to be secured 
if this year's budget is to be achieved.  Our new sales executive's 
responsibilities include securing this new business. 
 
The board is therefore still focusing on making a success of the businesses 
acquired in May 2016 with the initiatives outlined above.  However, if sales do 
not grow from current levels then the board will take the necessary steps to 
run the Group in a prudent way to preserve value for shareholders.  This will 
include seeking to reduce the cost base of the Group and to look at what other 
business initiatives might be pursued within this sector to try to supplement 
the existing businesses in order to achieve profitability. 
 
Merger of Sportsdata and Dataplay 
 
One of the reasons for acquiring the businesses of both Sportsdata and Dataplay 
was, and remains, the fact that there are considerable commercial synergies 
between both businesses as they operate in the same sports technology sector. 
 Following their acquisitions, it became apparent to the Directors that the 
most efficient way to harness these synergies and to save costs is to 
amalgamate both businesses within one company.  Consequently, on 22 September 
2016 the Dataplay business was transferred to Sportsdata and, as such, all 
commercial activities from 1 October 2016 have been conducted through 
Sportsdata.  The Directors consider that the merger of Sportsdata and Dataplay 
will lead to a cost saving of approximately GBP10,000 for the Group annually. 
 
Board changes 
 
On 23 September 2016, the Board was pleased to announce the appointment of 
Professor Michael Caine to the Board as non-executive director. 
 
As Dean and Professor of Sports Technology and Innovation at Loughborough 
University and a founding director of two university spin-out technology 
companies, Professor Caine brings considerable experience in the growth and 
development of innovative technology companies, as well as an extensive network 
within the academic and commercial sport, education and technology communities, 
to the role. 
 
Proposed Change of Name 
 
The Board considers, particularly in light of the above merger of the 
underlying businesses, that it is appropriate to change the Company's name to 
Sportsdata Group plc and the Board will implement this change following the 
Annual General Meeting ("AGM"). 
 
A Humphreys 
 
Chairman 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 
FOR THE YEARED 30 SEPTEMBER 2016 
 
                                                        Notes        2016         2015 
                                                                    GBP'000        GBP'000 
 
Revenue                                                   2            40            - 
 
Cost of sales                                                        (51)            - 
 
Gross loss                                                           (11)            - 
 
Administrative expenses                                   2         (878)        (286) 
 
Operating loss                                                      (889)        (286) 
 
Share of loss of associate undertakings                   7          (57)         (46) 
 
Impairment charge                                       6, 7      (2,964)        (483) 
 
Finance income                                                          -            3 
 
Loss before taxation                                              (3,910)        (812) 
 
Income tax expense                                        4             -            - 
 
Loss for the year                                                                (812) 
                                                                  (3,910) 
 
Other comprehensive income                                              -            - 
 
                                                                  (3,910)        (812) 
Comprehensive loss for the year 
 
Earnings per share attributable to the equity holders 
of the Company during the year: 
 
                                                                                  2015 
                                                                       2016 
 
Basic loss per share                                      5         (5.52p) -- (6.17p) 
 
Diluted loss per share                                    5         (5.52p)    (6.17p) 
 
 
There are no recognised gains or losses other than the results for the period 
as set out above. 
 
All of the Group's activities are classified as continuing. 
 
CONSOLIDATED  STATEMENT OF FINANCIAL POSITION 
 
AT 30 SEPTEMBER 2016 
 
                                            2016                     2015 
 
                             Notes     GBP'000       GBP'000       GBP'000         GBP'000 
 
Assets 
 
Non-Current Assets 
 
Intangible Assets              6                       -                         - 
 
Investments                    7                       -                         - 
 
                                                       -                         - 
 
Current Assets 
 
Trade Receivables              8         121                      68 
 
Cash & Cash equivalents        9         714                       6 
 
                                                     835                        74 
 
Total Assets                                         835                        74 
 
Equity and liabilities 
 
Equity 
 
Share capital                                      6,501                     6,382 
 
Share premium                                     16,987                    12,718 
 
Share option reserve                                   4                         3 
 
Retained earnings                               (22,972)                  (19,062) 
 
Total Equity                                         520                        41 
 
Current Liabilities 
 
Trade & other payables        10                     315                        33 
 
Total Liabilities                                    315                        33 
 
Total equity & liabilities                           835                        74 
 
 
CONSOLIDATED STATEMENT OF CASH FLOW 
 
FOR THE YEAR TO 30 SEPTEMBER 2016 
 
                                                            2016                2015 
                                                           GBP'000               GBP'000 
 
Cash flows from continuing operations 
 
Operating loss before taxation                             (889)               (286) 
 
Adjustments for: 
 
Share-based payment expense                                    1                   - 
 
(Increase)/Decrease in trade & other                        (48)                 (2) 
receivables 
 
(Decrease) in trade & other payables                       (273)                (40) 
 
Interest received                           4                  -                   3 
 
Net cash outflow from operating                          (1,209)               (325) 
activities 
 
Cash flows from investing activities 
 
Acquisition of associates                                      -               (543) 
 
Acquisition of subsidiaries                                 (13)                   - 
 
Add cash acquired on acquisition of                           42                   - 
subsidiaries 
 
Sale proceeds of investments                                   -                  14 
 
Net cash inflow / (outflow) from                              29               (529) 
investing activities 
 
Cash flows from financing activities 
 
Issue of new shares net of expenses                        1,888                 860 
 
Net cash inflow from financing                             1,888                 860 
activities 
 
Net increase in cash & cash equivalents     9                708                   6 
 
Cash and cash equivalents at 1 October      9                  6                   - 
 
Cash and cash equivalents at 30             9                714                   6 
September 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
 
FOR THE YEARED 30 SEPTEMBER 2016 
 
Group                               Share        Share        Share     Retained      Total GBP 
                                  Capital      Premium       Option     Earnings         '000 
                                    GBP'000        GBP'000      Reserve        GBP'000 
                                                              GBP'000 
 
Balance at 1 October 2014           6,369       11,871            3     (18,250)          (7) 
 
Comprehensive loss for the              -            -            -        (812)        (812) 
year 
 
Issue of shares                        13          847            -            -          860 
 
Balance as at 30 September          6,382       12,718            3     (19,062)           41 
2015 
 
Balance as at 1 October 2015        6,382       12,718            3     (19,062)           41 
 
Comprehensive loss for the              -            -            -      (3,910)      (3,910) 
year 
 
Issue of shares                       119        4,269            -            -        4,388 
 
Equity warrants issued                  -            -            1            -            1 
 
At 30 September 2016                6,501       16,987            4     (22,972)          520 
 
Share capital relates to the nominal value of shares issued.  Share premium 
relates to the amounts subscribed for share capital in excess of the nominal 
value of the shares. 
 
The share option reserve arose on the grant of warrants to employees and 
directors. 
 
Retained earnings relates to cumulative profits and losses recognised in the 
statement of comprehensive income. 
 
Notes to the consolidated financial statements for the year ended 30 September 
2016 
 
1.   General information 
 
While the financial information included in this preliminary announcement has 
been prepared in accordance with International Financial Reporting Standards 
(IFRSs), this announcement does not itself contain sufficient information to 
comply with IFRSs. The Group has also published full financial statements that 
comply with IFRSs available on its website and to be circulated shortly. 
 
The financial information set out in the announcement does not constitute the 
company's statutory accounts for the years ended 30 September 2016 or 2015. 
The financial information for the year ended 30 September 2015 is derived from 
the statutory accounts for that year, which were prepared under IFRSs, and 
which have been delivered to the Registrar of Companies.  The auditors reported 
on those accounts, their report was unqualified and did not contain a statement 
under either Section 498(2) or Section 498(3) of the Companies Act 2006.: 
 
We draw your attention to note 1.2, which was included in the financial results 
for the year ended 30 September 2015, which describes the uncertainty 
surrounding the Group's ability to continue as going concern.  The proposed 
transactions outlined in note 1.2 are considered likely to happen.  If the 
proposed transactions do not proceed, then this could cast doubt over the 
Group's ability to continue as a going concern.  Our opinion is not qualified 
in respect of this matter. 
 
The financial information for the year ended 30 September 2016 is derived from 
the audited statutory accounts for the year ended 30 September 2016 on which 
the auditors have given an unqualified report, that did not contain a statement 
under section 498(2) or 498(3) of the Companies Act 2006 and included the 
following matter to which the auditors drew attention by way of emphasis. 
 
Material uncertainty relating to going concern 
 
We draw attention to note 1.2 in the financial statements, which indicates the 
conditions identified that may cast significant doubt on the entity's ability 
to continue as a going concern. 
 
As explained in note 1.2 to the financial statements, the directors have 
confirmed that the Group has sufficient cash resources to support the business 
for a period of at least 12 months from the signing of the accounts.  In the 
Group financial statements, the directors have taken the decision to impair the 
goodwill and the intangible asset to GBPnil.  In the Parent Company accounts, the 
directors have taken the decision to impair the investments in subsidiaries and 
the amounts due from the subsidiaries to the Company to GBPnil.  These 
impairments at the Group level and Parent Company level, suggest that the value 
of these assets cannot be substantiated. 
 
We have reviewed the working capital projections and assumptions made about the 
level of income the Group will generate in the period up until 31 December 2017 
and beyond and the level of expenses that it will occur.  Although the income 
projections are subjective, the expenses to run the business are able to be 
predicted with reasonable certainty, and therefore we have satisfied ourselves 
that the Group have sufficient cash resources in order for the company to meet 
its liabilities as they fall due in the 12 months following the signing of 
these financial statements.  Furthermore, we have received assurances from the 
directors that the company have considered a cost saving strategy, should the 
need for this arise. 
 
As stated in note 1.2, these events or conditions indicate that a material 
uncertainty exists that may cast significant doubt on the company's ability to 
continue as a going concern. Our opinion is not modified in respect of this 
matter." 
 
The statutory accounts will be delivered to the Registrar of Companies 
following the Company's annual general meeting. 
 
The accounting policies adopted in the preparation of this preliminary 
announcement are consistent with those set out in the latest Group Annual 
financial statements.  There is no material seasonality associated with the 
Group's activities. 
 
1.1       Basis of preparation and consolidation 
 
The financial statements are prepared under the historical cost convention and 
have been prepared in accordance with International Financial Reporting 
Standards (IFRSs) as adopted by the European Union and applied in accordance 
with the provisions of the Companies Act 2006 applicable to companies reporting 
under IFRS. 
 
The Group financial statements consolidate the financial statements of the 
Company and its subsidiary undertakings made up to 30 September 2016. 
 
The principal accounting policies adopted by the Group are set out below. 
 
1.2       Going concern 
 
The Group has reported a loss of GBP3,910,000 for the year (2015 - GBP812,000). 
 
During the year the Company has acquired Sportsdata Limited and Dataplay 
Holdings Limited through a reverse takeover.  At 30 September 2016 the Company 
held 100% of the ordinary shares of both of these businesses.  Full details 
about the acquisition are disclosed in note 6 in the Company's Annual Report 
and Financial Statements for the year ended 30 September 2016.  A significant 
proportion of the costs incurred during the year relate to the acquisition of 
these businesses.  The current year loss has been further increased as the 
directors have taken the decision to impair the Goodwill in respect of the 
acquisition of these two subsidiary companies in the Group accounts.  They have 
also impaired the investment in the two subsidiary companies in the parent 
Company accounts.  Although the principal activity of the parent Company is 
that of an investment company, there are no further investments expected to 
take place in the short term, and therefore similar costs are not expected in 
the near future. 
 
The Group's revenue for the year ended 30 September 2016 was below expectations 
and since the year end, revenue is underperforming compared to the budget for 
the year ended 30 September 2017.  At the date the financial statements are 
signed, the directors have no visibility that the Group will be able to 
generate sufficient revenues to achieve the budgeted profit and cashflow for 
the year ended 30 September 2017.  If the budget is not achieved and if 
mitigating steps were not taken then there would be a material uncertainty 
surrounding going concern.  However, the directors believe that steps can be 
taken to ensure the Group has sufficient cash to trade as a going concern in 
the short to medium term. 
 
The directors are taking steps to try accelerate the Group's revenue growth but 
there are no guarantees that these steps will be successful.  Should the 
anticipated revenue growth not be achieved, the directors have already reviewed 
the costs of the business and believe that they will be able to rationalise the 
cost base of the business.  The directors' current focus, however, is to ensure 
steps are followed so that they can execute the current Group business plan and 
grow revenue. 
 
At the year end the Group had cash resources of GBP714,000. The Directors have 
prepared detailed working capital projections for the Company, Sportsdata 
Limited and Dataplay Holdings Limited which includes the Group's committed 
costs covering a period up until 31 December 2017.  Based on these projections, 
the directors have a reasonable expectation that the Group's current cash 
resources are adequate to allow the Group to continue in operational existence 
for the foreseeable future and meet its liabilities as they fall due for at 
least a period of 12 months from the signing of these financial statements. The 
Group therefore continues to adopt the going concern basis in preparing its 
financial statements. 
 
1.3       Joint operations 
 
Sportsdata Limited operates under a joint contractual arrangement with Youth 
Sport Direct Limited whereby revenues are shared equally. The arrangement is 
not structured through a separate vehicle and each party to the arrangement 
accounts for the assets, liabilities, revenues and expenses relating to its 
involvement in the joint operation. 
 
1.4       Revenue recognition 
 
Revenue is recognised when the right to receive payment is established, to the 
extent that it is probable that the economic benefits will flow to the Group 
and the revenue can be reliably measured, regardless of when the payment is 
made. Revenue is measured at the fair value of the consideration received or 
receivable, excluding Value Added Tax. 
 
The directors are of the opinion that this accounting policy accurately 
reflects commercial reality and the recording of revenue. 
 
1.5       Impairment 
 
(a)       Impairment of Financial Assets 
 
All financial assets (other than those categorised at fair value through profit 
or loss), are assessed at the end of each reporting period as to whether there 
is any objective evidence of impairment as a result of one or more events 
having an impact on the estimated future cash flows of the asset. For an equity 
instrument, a significant or prolonged decline in the fair value below its cost 
is considered to be objective evidence of impairment. 
 
An impairment loss in respect of loans and receivables financial assets is 
recognised in profit or loss and is measured as the difference between the 
asset's carrying amount and the present value of estimated future cash flows, 
discounted at the financial asset's original effective interest rate. 
 
If, in a subsequent period, the amount of the impairment loss decreases and the 
decrease can be related objectively to an event occurring after the impairment 
was recognised, the previously recognised impairment loss is reversed through 
profit or loss to the extent that the carrying amount of the financial asset at 
the date the impairment is reversed does not exceed what the amortised cost 
would have been had the impairment not been recognised. 
 
(b)       Impairment of Non-Financial Assets 
 
The carrying values of assets, other than those to which IAS 36 - Impairment of 
Assets does not apply, are reviewed at the end of each reporting period for 
impairment when there is an indication that the assets might be impaired. 
Impairment is measured by comparing the carrying values of the assets with 
their recoverable amounts. The recoverable amount of the assets is the higher 
of the assets' fair value less costs to sell and their value in use, which is 
measured by reference to discounted future cash flow. 
 
An impairment loss is recognised in profit or loss immediately. 
 
When there is a change in the estimates used to determine the recoverable 
amount, a subsequent increase in the recoverable amount of an asset is treated 
as a reversal of the previous impairment loss and is recognised to the extent 
of the carrying amount of the asset that would have been determined (net of 
amortisation and depreciation) had no impairment loss been recognised. The 
reversal is recognised in profit or loss immediately, unless the asset is 
carried at its revalued amount, in which case the reversal of the impairment 
loss is treated as a revaluation increase. 
 
2          Revenue and loss on continued activities before taxation 
 
By geographical origin 
 
For the year to 30 September 2016: 
 
                                Revenue           Loss         Total          Total 
                                            before tax        assets    liabilities 
                                  GBP'000          GBP'000         GBP'000          GBP'000 
 
United Kingdom                       40        (3,910)           835          (315) 
 
                                     40        (3,910)           835          (315) 
 
For the year to 30 September 2015: 
 
                                Revenue      Loss before tax       Total assets             Total 
                                                       GBP'000              GBP'000       liabilities 
                                  GBP'000                                                     GBP'000 
 
United Kingdom                        -                (812)                 74              (33) 
 
 
                                      -                (812)                 74              (33) 
 
 
 
                                                          2016          2015 
                                                         GBP'000         GBP'000 
 
Loss before taxation is arrived at after charging / 
(crediting): 
 
Impairment of fixed asset investments                     (57)           483 
 
Impairment of goodwill                                   2,838             - 
 
Impairment of other intangible fixed assets                183             - 
 
Auditor's remuneration: 
 
-     audit of the annual accounts of the Group             10             5 
 
-     other services relating to taxation                    8             3 
 
Provision for bad debt                                       -            13 
 
 
3        Directors and employees 
 
                                                           2016           2015 
                                                          GBP'000          GBP'000 
 
Staff costs, including director's emoluments during 
the year were as follows: 
 
Wages, salaries and emoluments                              122             94 
 
Social security costs                                         9              6 
 
                                                            131            100 
 
4        Taxation 
 
                                                            2016           2015 
                                                           GBP'000          GBP'000 
 
Domestic current year tax 
 
UK corporation tax                                             -              - 
 
                                                               -              - 
 
Factors affecting the tax charge for the period: 
 
Loss on ordinary activities before taxation              (3,910)          (812) 
 
 
Loss on ordinary activities multiplied by the              (782)          (162) 
standard rate of Corporation tax in the UK of 20% 
(2015 - 20%) 
 
Non-tax deductible impairment of goodwill                    568              - 
 
Non-tax deductible impairment of investments                   -             96 
 
Non-tax deductible impairment of intangible assets            36              - 
 
Expenses not deductible for tax purposes                     115             29 
 
Deferred tax not recognised                                   63             37 
 
Current tax charge                                             -              - 
 
 
The Company has estimated tax losses of GBP1,567,000 (2015 - GBP1,375,000) 
available to offset against future profits. 
 
A deferred tax asset for the Company of GBP431,000 (2015 - GBP275,000) at a rate of 
17% (2015 - 20%) has not been recognised in these financial statements on the 
basis of uncertainty over the availability of future taxable profits of the 
Company. 
 
5        Loss per share 
 
(a)  Basic 
 
Basic loss per share is calculated by dividing the loss attributable to equity 
holders of the Company by the weighted average number of ordinary shares in 
issue during the year. 
 
The calculation of the basic loss per ordinary share is based on: 
 
                                                        2016              2015 
                                                      Number            Number 
 
Weighted average number of Ordinary shares in     70,772,462        13,160,582 
issue during the period 
 
Loss for the year (GBP'000)                            (3,910)             (812) 
 
(b)  Diluted 
 
Diluted earnings per share is calculated by adjusting the weighted average 
number of ordinary shares outstanding to assume conversion of all dilutive 
potential ordinary shares.  The Company has one category of dilutive potential 
shares and warrants.  A calculation is performed to determine the number of 
shares that could have been acquired at fair value (determined as to the 
average annual market share price of the Company's shares) based on the 
monetary value of the subscription rights attached to outstanding warrants. 
The number of shares calculated as above is compared with the number of shares 
that would have been issued assuming the exercise of the warrants. 
 
The calculation of diluted earnings per share is based on: 
 
                                                        2016              2015 
                                                      Number            Number 
 
Weighted average number of Ordinary shares in     70,772,462        13,160,582 
issue 
 
Adjustments for dilutive effect of: 
-     Employee warrants                                    -                 - 
 
Weighted average number of ordinary shares        70,772,462        13,160,582 
for diluted earnings per share 
 
 
Employee warrants could in future have a dilutive effect, however, they are 
antidilutive in the current year as the Company is loss making. 
 
6        Intangible assets 
 
                                                         Computer 
                                            Goodwill     platform       Total 
 
                                               GBP'000       GBP' 000      GBP' 000 
 
Cost 
 
At 1 October 2015                                  -            -           - 
 
Additions                                      2,838            -       2,838 
 
On acquisition of a subsidiary                     -          183         183 
 
At 30 September 2016                           2,838          183       3,021 
 
Impairment 
 
At 1 October 2015                                  -            -           - 
 
Impairment for the year                        2,838          183       3,021 
 
Disposals                                          -            -           - 
 
At 30 September 2016                           2,838          183       3,021 
 
Net book value at 30 September 2016 
                                                   -            -           - 
 
 
 
                                                      Book Value        Fair 
Goodwill on acquisition of Sportsdata Limited              GBP'000       Value 
                                                                      GBP' 000 
 
Debtors                                                        5           5 
 
Cash at bank and in hand                                       6           6 
 
Creditors                                                  (294)       (294) 
 
Net liabilities at acquisition                             (283)       (283) 
 
            On 23 May 2016 the Company acquired the remaining 70% Ordinary 
share capital of Sportsdata Limited for GBP1,500,000 by the issue of Ordinary 
0.1p shares in Guscio Plc. See note 6 in the Company's Annual Report and 
Financial Statements for the year ended 30 September 2016 for further details. 
 
With associated stamp duty of GBP8,000, the fair value of consideration was GBP 
1,508,000. The fair value of the net liabilities acquired amounted to GBP283,000 
resulting in goodwill of GBP1,791,000. 
 
Goodwill on acquisition of Dataplay Holdings Limited       Book Value             Fair 
                                                                GBP'000            Value 
                                                                                GBP' 000 
 
Intangible fixed assets                                           183              183 
 
Cash at bank and in hand 
                                                                   36               36 
 
Creditors                                                       (261)            (261) 
 
Net liabilities at acquisition                                   (42)             (42) 
 
            On 23 May 2016 the Company acquired 100% of the Ordinary share 
capital of Dataplay Holdings Limited for GBP1,000,000 by the issue of Ordinary 
0.1p shares in Guscio Plc. See note 6 in the Company's Annual Report and 
Financial Statements for the year ended 30 September 2016 for further details. 
 
With associated stamp duty of GBP5,000, the fair value of consideration was GBP 
1,005,000. The fair value of the net liabilities acquired amounted to GBP42,000 
resulting in goodwill of GBP1,047,000. 
 
The primary reason for the business combinations outlined above was to achieve 
the strategy set out in the Chairman's report of focussing activities on the 
sports information sector. Goodwill on both acquisitions represent the 
directors' assessment of the underlying value of the intangible assets and 
business plans of the two businesses at the date of acquisition. 
 
The effect on revenue and the loss for the year of the group as a result of the 
two business combinations are as follows: 
 
                                          Sportsdata    Dataplay        Total 
                                             Limited    Holdings 
                                               GBP'000     Limited 
                                                           GBP'000       GBP' 000 
 
Increase in revenue                               12          28           40 
 
Increase in loss for the year                    301          30          331 
 
Impairment of goodwill 
 
As a result of the losses made by Sportsdata Limited and Dataplay Holdings 
Limited to date, the directors have taken the prudent view and provided against 
the goodwill value in full at 30 September 2016.  The impairment charged in the 
current year is included within the statement of comprehensive income. 
 
7        Fixed asset investments 
 
                                                      Associated Investments 
                                                    undertakings 
                                                          GBP' 000      GBP' 000 
 
Cost 
 
At 1 October 2014                                              -           - 
 
Additions                                                    529          14 
 
Loss for the year                                           (46)           - 
 
Impairment                                                 (483)        (14) 
 
Disposals                                                      -           - 
 
Net book value at 30 September 2015 
                                                               -           - 
 
Cost 
 
At 1 October 2015 
                                                             483           - 
 
Loss for the year                                           (57)           - 
 
Disposals                                                  (426)           - 
 
At 30 September 2016 
                                                               -           - 
 
Impairment 
 
At 1 October 2015                                          (483)           - 
 
Impairment for the year                                       57           - 
 
Disposals                                                    426           - 
 
At 30 September 2016 
                                                               -           - 
 
Net book value at 30 September 2016 
                                                               -           - 
 
 
8        Trade and other receivables 
 
                                  2016          2015 
                                 GBP'000         GBP'000 
 
Due within one year: 
 
Other receivables                  108            51 
 
Prepayments and accrued             13            17 
income 
 
                                   121            68 
 
9        Cash and cash equivalents 
 
                                  2016          2015 
                                 GBP'000         GBP'000 
 
Cash at bank and in hand           714             6 
 
                                   714             6 
 
10      Trade and other payables: Amounts falling due within one year 
 
                                  2016          2015 
                                 GBP'000         GBP'000 
 
Amounts owed to related            183             - 
parties 
 
Trade payables                      56             - 
 
Accruals and deferred income        76            33 
 
                                   315            33 
 
With the exception of social security and other taxes, the above items 
represent financial liabilities (financial instruments) of the Group. 
 
At 30 September 2016, an amount of GBP183,000 is owed to Starnevesse Limited, a 
company in which R C Thompson is a director and shareholder (note 6). This 
amount is unsecured and interest free and is payable from the profits generated 
by the Dataplay business division of Sportsdata Limited as and when they arise 
but with an end payment date of 1 May 2018. 
 
11       Notice of Annual General Meeting ("AGM") and availability of Annual 
Report and Financial Statements 
 
The Company hereby announces that its AGM will be held at the offices of Brown 
Rudnick LLP, 8 Clifford Street, London W1S 2LQ at 2.00 p.m. on 18 January 
2017. 
 
The Company's Annual Report and Financial Statements for the year ended 30 
September 2016 are expected to be posted to shareholders, along with the Notice 
of AGM, on 23 December 2016 and will be available thereafter at the Company's 
registered office, 27/28 Eastcastle Street, London, W1W 8DH and on its website: 
http://www.guscioplc.com/key-corporate-documents. 
 
 
 
END 
 

(END) Dow Jones Newswires

December 23, 2016 02:00 ET (07:00 GMT)

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