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USG Ultimate Sports Group Plc

27.50
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Ultimate Sports Group Plc LSE:USG London Ordinary Share GB00BYV31355 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 27.50 27.00 28.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Ultimate Sports Group PLC Final Results (2722C)

27/06/2016 7:00am

UK Regulatory


Ultimate Sports (LSE:USG)
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TIDMUSG

RNS Number : 2722C

Ultimate Sports Group PLC

27 June 2016

27 June 2016

Ultimate Sports Group Plc ('USG' or 'the Company')

Final results for the year ended 31 December 2015

Ultimate Sports Group Plc, the AIM listed investment vehicle, is pleased to announce its results for the year ended 31 December 2015.

Chairman's Statement and Chief Executive's Review

For the year ended 31 December 2015 we are reporting a pre-tax loss of GBP356,421 (2014: profit GBP16,590).

USG's net cash balances as at 31 December 2015 were GBP357,915 (2014: GBP709,332). The Directors are not recommending the payment of a dividend.

Name Change and Share Consolidation

In October 2015, shareholders approved the change of name to Ultimate Sports Group Plc.

This change of name reflects the Group's operations more accurately as the Company is now focussed to a great extent on its involvement in Sports related activities.

At the same time, USG also secured shareholder approval to undertake a Share Consolidation in order to reduce the large number of Ordinary Shares previously in issue.

As a consequence, 1 new ordinary share was issued in exchange for 100 old Ordinary shares and new share certificates were issued to shareholders.

Share Placing

In December 2015, USG issued 1 million new Ordinary shares at 20p per share to raise GBP200,000 before expenses.

Ultimate Player.me

As shareholders are aware, we have been developing an innovative online platform for children. This is a "free to view" method of measuring, motivating and incentivising young children to enhance their own personal sporting performance. Ultimate Player now covers 13 different sports.

We are pleased to report that the programme became fully operational in the first few months of 2016 and is now being put through its paces with a core group of coaches, children and parents.

We are enthusiastic about the future development of the Ultimate Player brand as we launch UltimatePlayer.me and tap into our ESS platform which as outlined below is already established and continues to grow.

Pantheon Leisure Plc ("Pantheon")

USG holds 85.87% of the issued share capital of Pantheon which in turn owns 100% of the operating business of Pantheon's sport and leisure division.

Pantheon's sports and leisure division comprises two trading companies, Sport in Schools Limited ('ESS'), also known as The Elms Sport in Schools, and Football Partners Limited ('FPL') - also known as The Elms Small Sided Football.

Pantheon as a group made a profit of GBP67,241 for the 12 months ended 31 December 2015 (2014: Profit GBP400,462).

Sport in Schools Limited ('ESS' - Elms Sport in Schools)

On a turnover of GBP1,243,011 (2014: GBP1,240,527), ESS has contributed a divisional profit of GBP144,679 as compared with GBP115,649 last year.

ESS specialises in the delivery of primary school sport - covering the National Curriculum during the day and The Extended Day before and after school hours (breakfast, lunchtime and after-school clubs).

The majority of the breakfast and lunchtime clubs are provided and paid for by the school, whilst the majority of after-school clubs are paid for by parents.

Holiday camps are a successful area for ESS where we provide sports tuition during the school holidays. The majority of the camps are paid for by parents, whilst a few are paid for by the school.

The ESS directors have developed bespoke skill sets which have been adopted with great enthusiasm by our full time staff and part time coaches. They coach 21,000 children each week and on average coach between 12 to 25 hours a week. All our coaches are highly qualified (minimum level 2), DBS checked, Child protection vetted and are rigorously trained by ESS in all the main disciplines required by the National Curriculum. The management of ESS constantly monitors and assesses the level of performance of our coaches throughout the school year.

Football Partners Limited ('FPL')

Our 5-a-side football operation enjoys full FA accreditation and its activities (conducted through FPL) continue to be influenced by a difficult market as reported by our peer group competitors. Turnover (net of corporate fees) increased by 6.3% to GBP446,510 and this resulted in an operating loss of GBP77,437.

Outlook

We continue to be encouraged by the success of the sports tuition activities of ESS and consider that its potential represents a significant opportunity for growth.

Ultimate Player.me is now fully operational. It is an innovative, secure and exciting way for children to improve their personal sporting skill sets. The objective of the programme is to encourage children to improve their fitness levels and sporting skills - an objective which is totally consistent with Government Policy and initiatives.

We are confident that with sufficient additional equity investment both SIS and UltimatePlayer.me working together and taken together will achieve growth and future value for our shareholders.

Notice of Annual General Meeting

The Annual General Meeting of the Company in respect of the year ended 31 December 2015 will be held at the Hellenic Centre, 16/18 Paddington Street, London W1U 5AS on 31 August 2016 at 11:00 am.

Richard Owen

Chairman

Geoffrey Simmonds

Chief Executive Officer

27 June 2016

Consolidated statement of comprehensive income

for the year ended 31 December 2015

 
                                                            2015               2014 
                                             Notes           GBP                GBP 
                                                                        As restated 
 
 Revenue                                         6     1,674,521          1,645,643 
 
 Cost of sales                                         (976,037)        (1,009,236) 
                                                    ------------  ----------------- 
 
 Gross profit                                            698,484            636,407 
                                                    ------------  ----------------- 
 
 Website site and related 
  costs written off                                     (62,510)           (39,601) 
 Administrative expenses                             (1,035,747)        (1,006,308) 
 Amortisation of intangible 
  assets                                                 (9,306)                  - 
 
                                                     (1,107,563)        (1,045,909) 
                                                    ------------  ----------------- 
 
 Operating loss                                  6     (409,079)          (409,502) 
 Finance income                                  8         1,150             15,247 
 Finance costs                                   9       (3,972)            (1,343) 
 Other gains and losses                         10        55,480            412,188 
                                                    ------------  ----------------- 
 Profit/(loss) before taxation                         (356,421)             16,590 
 
 Taxation                                               (23,334)                235 
                                                    ------------  ----------------- 
 Profit/(loss) after taxation                          (379,755)             16,825 
                                                    ------------  ----------------- 
 
 Attributable to: 
 Equity holders of the parent 
  company                                              (377,424)           (22,957) 
 Non-controlling interests                               (2,331)             39,782 
                                                    ------------  ----------------- 
                                                       (379,755)             16,825 
                                                    ------------  ----------------- 
 
 Other comprehensive loss: 
 Revaluation losses on available-for-sale 
  investments taken to equity                           (14,553)             14,208 
 
 Taxation on items taken 
  directly to equity                                      23,334              (235) 
 
 Other comprehensive profit/(loss)                         8,781             13,973 
                                                    ------------  ----------------- 
 
 Comprehensive loss attributable 
  to: 
 Equity holders of the parent 
  company                                              (368,643)            (8,984) 
 Minority interest                                       (2,331)             39,782 
 
 Total comprehensive loss                              (370,974)             30,798 
                                                    ============  ================= 
 

Loss per share (basic and diluted)

 
 (Loss)/Earnings from operations 
  per share                             11   (0.02655)p   0.00001p 
 Other comprehensive earnings/(loss) 
  per share                                    0.00045p   0.00004p 
                                            -----------  --------- 
 Total comprehensive loss 
  per share                                  (0.02610)p   0.00005p 
                                            ===========  ========= 
 

All losses arise from continuing operations of the group.

Consolidated statement of financial position

as at 31 December 2015

 
 
 
                                           Notes          2015          2014 
                                                                 As Restated 
                                                           GBP           GBP 
 Non current assets 
 Goodwill and other intangibles                        487,021       226,077 
 Property, plant and equipment                          80,975       116,593 
 Total non-current assets                              567,996       342,670 
                                                  ------------  ------------ 
 
 Current assets 
 Available-for-sale investments               12        29,273       177,477 
 Trade and other receivables                  14       182,254       142,180 
 Cash and cash equivalents                             357,915       709,332 
                                                  ------------  ------------ 
 Total current assets                                  569,442     1,028,989 
                                                  ------------  ------------ 
 
 Total assets                                        1,137,438     1,371,659 
 
 Current liabilities 
 Trade and other payables                     15       385,114       338,783 
 Borrowings                                   16        18,877        18,877 
                                                  ------------  ------------ 
 Total current liabilities                             403,991       357,660 
                                                  ------------  ------------ 
 
 Non-current liabilities 
 Borrowings                                   16        47,939        66,816 
                                                  ------------  ------------ 
 Total non-current liabilities                          47,939        66,816 
                                                  ------------  ------------ 
 
 Total liabilities                                     451,930       424,476 
 
 Net assets                                            685,508       947,183 
 
 Equity 
 Share capital                                17     1,526,164     1,426,164 
 Share premium account                                 401,039       304,289 
 Merger reserve                                        325,584       325,584 
 Fair value reserve                                      1,150        92,268 
 Retained earnings                                 (1,569,380)   (1,204,404) 
 Equity attributable to shareholders' 
  of the parent company                                684,557       943,901 
 
 Non- controlling interests                                951         3,282 
 
 Total Equity                                          685,508       947,183 
                                                  ============  ============ 
 

Consolidated statements of changes in equity

 
                                                                               To equity 
                                                                                holders 
                                                                                 of the 
                    Share      Share      Merger    Fair value    Retained       parent    Non-controlling 
                   capital     premium    reserve     reserve      earnings     company        interest         Total 
                     GBP        GBP        GBP         GBP           GBP          GBP            GBP            GBP 
 Balance at 1 
  January 
  2014 as 
  previously 
  reported        1,211,489    150,000    325,584      100,240   (1,215,840)     571,473          (36,500)     534,973 
 Prior period 
  adjustment                                          (21,945)        21,945           -                 -           - 
 Balance at 1 
  January 
  2014 restated   1,211,489    150,000    325,584       78,295   (1,193,895)     571,473          (36,500)     534,973 
 Issue of new 
  shares            214,675    154,289          -            -             -     368,964                 -     368,964 
 Revaluation 
  profits 
  taken to 
  equity                  -          -          -     (34,392)             -    (34,392)                 -    (34,392) 
 Deferred tax 
  on 
  items taken 
  directly 
  to equity               -          -          -       10,340             -      10,340                 -      10,340 
 Share based 
  payment                 -          -          -            -        12,448      12,448                 -      12,448 
 Loss for the 
  year                    -          -          -            -      (33,532)    (33,532)            39,782       6,250 
 Prior period 
  adjustment              -          -          -       48,600             -      48,600                 -      48,600 
 Taxation 
  effect 
  of prior 
  period 
  adjustment                                          (10,575)        10,575           -                 -           - 
                 ----------  ---------  ---------  -----------  ------------  ----------  ----------------  ---------- 
 Revised 
  reserves 
  at 1 January 
  2015            1,426,164    304,289    325,584       92,268   (1,204,404)     943,901             3,282     947,183 
 Issue of new 
  shares            100,000     96,750          -            -             -     196,750                 -     196,750 
 Released on 
  sale 
  of available 
  for 
  sale 
  investments             -          -          -     (99,900)             -    (99,900)                 -    (99,900) 
 Revaluation 
  profits 
  taken to 
  equity                  -          -          -     (14,552)             -    (14,552)                 -    (14,552) 
 Deferred tax 
  on 
  items taken 
  directly 
  to equity               -          -          -       23,334             -      23,334                 -      23,334 
 Share based 
  payment                 -          -          -            -        12,448      12,448                 -      12,448 
 Loss for the 
  year                                          -            -     (377,424)   (377,424)           (2,331)   (379,755) 
 At 31 December 
  2015            1,526,164    401,039    325,584        1,150   (1,569,380)     684,557               951     685,508 
                 ----------  ---------  ---------  -----------  ------------  ----------  ----------------  ---------- 
 

Consolidated statement of cash flows

for the year ended 31 December 2015

 
                                          Notes              2015                 2014 
                                                              GBP                  GBP 
 
 Cash flow from operating activities 
 
 (Loss)/profit before taxation                          (356,421)               16,590 
 
 Adjustments for: 
 Finance income                                           (1,150)             (15,247) 
 Finance expense                                            3,972                1,343 
 Amortisation of intangible                                 9,306                    - 
  assets 
 Shares issued other than for 
  cash                                                          -               19,025 
 Other gains and losses                                  (55,480)            (412,188) 
 Depreciation                                              46,181               25,472 
 Profit on disposal of property, 
  plant and equipment                                           -             (29,750) 
 Share based payments                                      12,448               12,448 
 
 Operating cash flow before 
  working capital movements                             (341,144)            (382,307) 
 (Increase)/decrease in receivables                      (40,074)                 (50) 
 Increase/(decrease) in payables                           46,333               25,340 
 
 Net cash absorbed by operations                        (334,885)            (357,017) 
                                                  ---------------  ------------------- 
 
 
 Cash flow from investing activities 
 Finance income                                             1,150               15,247 
 Property, plant and equipment 
  acquired                                               (10,563)             (14,852) 
 Proceeds from sale of fixed 
  assets                                                        -               29,750 
 Social media website development 
  costs                                                 (270,250)            (166,023) 
 Proceeds on disposal of available 
  for sale investments                                     89,230              449,712 
 Net cash from investing activities                     (190,433)              313,834 
                                                  ---------------  ------------------- 
 
 Cash flow from financing activities 
 Finance expense                                          (3,972)              (1,343) 
 Funds from share issue                                   196,750              349,939 
 Repayment of borrowings                                 (18,877)              (8,469) 
 Net cash from financing activities                       173,901              340,127 
                                                  ---------------  ------------------- 
 
 Net (decrease)/increase in 
  cash and cash equivalents 
  in the year                                           (351,417)              296,944 
 
 Cash and cash equivalents 
  at the beginning of the year                            709,332              412,388 
 
 Cash and cash equivalents 
  at the end of the year                                  357,915              709,332 
                                                  ===============  =================== 
 

Notes to the group and parent company financial statements

   1.   General information 

Ultimate Sports Group Plc is a company incorporated in the United Kingdom and its activities are as described in the chairman's statement and directors' report.

These financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the group operates.

   2.   Basis of Accounting 

The consolidated financial statements of the group for the year ended 31 December 2015 have been prepared under the historical cost convention except for the revaluation of available-for-sale investments to fair value and are in accordance with International Financial Reporting standards ("IFRS") as adopted by the EU. These policies have been applied consistently except where otherwise stated.

The following new and amended IFRSs have been adopted during the year.

   --    Annual Improvements to IFRS 2011-2013 Cycle 
   --    IFRIC interpretation 21 Levies 

There were no material changes in the financial statements as a result of adopting new or revised accounting standards during the year.

   3.   Critical accounting judgements and key sources of estimation uncertainty 

Deferred tax asset

At the present time the directors' do not consider that there is sufficient certainty regarding the utilisation of tax losses available in the group. As a result, no deferred tax asset has been recognised.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which the goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill is the deemed cost on first time application of IFRS.

Impairment of investment in subsidiary undertakings

The company holds listed investments through various subsidiary undertakings. The values of these investments have been assessed based on their current quoted market value. These values have been used to estimate the recoverable value of the subsidiary undertakings. Where the estimated recoverable value of the company's investments in these subsidiary undertakings is less than the carrying value, the investment has been written down to the estimated recoverable value.

   4.   Going concern 

The group has generated losses in excess of GBP379,000. It is anticipated that the further development of the website will improve results in the year ended 31 December 2016 and beyond. The directors have prepared financial forecasts covering the 12 months following approval of these financial statements which indicate that on the assumptions that trading conditions will improve as a result of the new website, and sufficient new investment will be provided to enable the group to cover forecast expenditure, to include website development costs, the group will remain within its existing facilities. On these grounds, the directors consider it appropriate to prepare the financial statements on a going concern basis.

   5.   Business segment analysis 

Segmental information with regard to activities is disclosed below.

All turnover, profits, losses, assets and liabilities relate to operations undertaken in the UK.

 
 Year ended 31 December 
  2015 
                                                  Social 
                                       Sports      media 
                                  and leisure    website   Consolidated 
                                          GBP                       GBP 
 
 Revenue                            1,674,521          -      1,674,521 
                                =============  =========  ============= 
 
 Segment operating 
  profit/(loss)                        67,241   (93,105)       (25,864) 
                                =============  ========= 
 
 Group operating expenses*                                    (383,215) 
                                                          ------------- 
 
 Operating loss                                               (409,079) 
 Other gains and losses                                          55,480 
 Finance revenues less 
  finance costs                                                 (2,822) 
 
 Loss before taxation                                         (356,421) 
 
 Taxation                                                      (23,334) 
                                                          ------------- 
 Loss after taxation 
  from continuing activities                                  (379,755) 
                                                          ============= 
 
 
 Year ended 31 December 
  2014 
                                                  Social 
                                       Sports      media 
                                  and leisure    website   Consolidated 
                                          GBP                       GBP 
 
 Revenue                            1,645,643          -      1,645,643 
                                =============  =========  ============= 
 
 Segment operating 
  profit/(loss)                      (11,626)   (39,601)       (51,227) 
                                =============  ========= 
 
 Impairment of intangible                                             - 
  assets 
 
 Group operating expenses*                                    (409,502) 
 Other gains and losses                                         412,188 
 Finance revenues less 
  finance costs                                                  13,904 
 
 Profit before taxation                                          16,590 
 
 Taxation                                                           235 
                                                          ------------- 
 Profit after taxation 
  from continuing activities                                     16,825 
                                                          ============= 
 

* 'Group operating expenses' represent the costs of running the group as a whole. The directors consider that the costs of running Pantheon Leisure Plc of GBP53,675 (2014: GBP67,874) form part of these costs as opposed to forming part of the segmental costs of the sports and leisure division.

 
 
 
 Financial position at 
  31 December 2015 
                                                      Social 
                                      Sports           media 
                                 and leisure         website   Consolidated 
                                         GBP             GBP            GBP 
 Segment assets                      150,215         453,407        603,622 
                               =============  ============== 
 
 Non segmental assets                                               533,816 
                                                              ------------- 
 
 Consolidated total assets                                        1,137,438 
                                                              ============= 
 
 Segment liabilities                 335,311          24,095        359,406 
                               =============  ============== 
 
 Non segmental corporate 
  liabilities                                                        92,524 
                                                              ------------- 
                                                                    451,930 
 
 Capital additions                    10,563         270,247 
 Depreciation/amortisation 
  charges                             18,293           9,306 
                               =============  ============== 
 
 
 Financial position at 
  31 December 2014                                             Consolidated 
                                         GBP             GBP            GBP 
 Segment assets                      153,032         181,241        463,150 
                               =============  ============== 
 
 Non segmental assets                                               859,909 
                                                              ------------- 
 
 Consolidated total assets                                        1,323,059 
                                                              ============= 
 
 Segment liabilities                 329,910          10,479        342,389 
                               =============  ============== 
 
 Non segmental corporate 
  liabilities                                                        82,087 
                                                              ------------- 
                                                                    424,476 
                                                              ============= 
 
 Capital additions                     4,852         166,023 
 Depreciation charge                  18,500               - 
                               =============  ============== 
 
 

Unallocated assets include group cash balances of GBP357,915 (2014: GBP709,332), plant and equipment of GBP48,803 (2014: GBP76,691), goodwill of GBP59,954 (2014: GBP59,954), other assets and receivables attributable to the parent company of GBP67,144 (2014: GBP13,932). Unallocated liabilities include trade and other payables of GBP36,208 (2014: GBP11,892), hire purchase liabilities attributable to the parent company of GBP56,316 (2014: GBP70,193).

   6.   Operating loss 
 
 
                                   2015                 2014 
 The operating loss is           GBP                    GBP 
  stated after charging 
  /(crediting): 
 
 Auditors' remuneration 
  - audit services                             20,200   20,200 
 Operating lease rentals 
  - land and buildings           12,001                 10,524 
 Depreciation of property, 
  plant and equipment            46,181                 25,472 
 Amortisation - Website 
  development                    9,306                  - 
 Profit on disposal of 
  tangible assets                -                      (29,750) 
 

Included in the audit fee for the group is an amount of GBP3,000 (2014: GBP3,000) in respect of the Company.

The auditors received fees of GBP1,250 (2014: GBP1,250) in respect of the provision of services in connection with advice relating to the group's interim results and general advice.

   7.   (a) Staff Costs 
 
 Employee benefit costs were 
  as follows:                                   Group 
                                     2015        2014 
                                      GBP         GBP 
 Wages and salaries             1,172,122   1,172,696 
 Social security costs             80,516      73,785 
 Pension contributions              7,910           - 
 Share based payment               12,448      12,448 
                                1,272,996   1,258,929 
                               ==========  ========== 
 

The average numbers of employees, including directors during the year, was as follows:-

 
                                           No.     No. 
 Administration, sales and coaching 
  staff                                   85       91 
                                      ========  ====== 
 

(b) Directors' remuneration

 
 
                                                2015      2014 
 An analysis of directors' remuneration 
  (who are the key management personnel)         GBP       GBP 
  is set out below: 
 Salary and consultancy fees                 173,585   173,194 
                                            ========  ======== 
 
 Executive directors: 
 Salaries and benefits                        87,585    87,194 
 Consultancy fees                             61,000    61,000 
                                            --------  -------- 
                                             148,585   148,194 
                                            ========  ======== 
 Non-executive directors: 
 Salaries and benefits                        17,500    17,500 
 Consultancy fees                              7,500     7,500 
                                            --------  -------- 
                                              25,000    25,000 
                                            ========  ======== 
 
 
                                              2015     2014 
 
   Directors consultancy fees comprise:        GBP      GBP 
 
 G Simmonds and Simmonds & Co               45,000   45,000 
 D Hillel                                   16,000   16,000 
 D J Coldbeck                                7,500    7,500 
                                           -------  ------- 
                                            68,500   68,500 
                                           =======  ======= 
 

The total cost of key management personnel being the executive directors and including employers' national insurance was GBP151,889 (2014: GBP153,305).

Consultancy fees in respect of G Simmonds were paid to Simmonds & Co.

   8.   Finance income 
 
 
                                      2015     2014 
                                       GBP      GBP 
 Interest revenue - bank deposits      250      247 
 Dividends received                    900   15,000 
                                    ------  ------- 
                                     1,150   15,247 
                                    ======  ======= 
 
   9.   Finance costs 
 
 
                                   2015    2014 
                                    GBP     GBP 
 Interest on obligations under 
  hire purchase agreements        3,972   1,343 
                                 ======  ====== 
 

10. Other gains and losses

 
 
                                      2015      2014 
                                       GBP       GBP 
 Profit on disposal of available 
  for sale investments              55,480   412,188 
                                   =======  ======== 
 

11. Loss per share

Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of GBP377,424 (2014: GBP22,957) and on the weighted average number of shares in issue during the year, which was 14,302,364, (2014: 14,113,090 as restated).

Comprehensive loss per share is based on the same number of shares and on the comprehensive loss for the year attributable to the equity holders in the parent company of GBP419,942 (2014: GBP57,584).

In view of the group loss for the year, share warrants and options to subscribe for ordinary shares in the company are anti-dilutive and therefore diluted earnings per share information is not presented. There are options outstanding at 31 December 2015 on 577,500 ordinary shares.

   12.   Available-for-sale investments 

The group holds the following investments which are stated at fair value:

 
                                                         Group         Company 
                                                2015      2014    2015    2014 
                                                 GBP       GBP     GBP     GBP 
   Investments admitted to trading on AIM: 
 Current assets 
 Aeorema Communications Plc                    9,675   148,500       -       - 
 Messaging International Plc                  19,598    28,977   1,688   1,902 
 
 Total                                        29,273   177,477   1,688   1,902 
                                             -------  --------  ------  ------ 
 

The group has not designated any investments as financial assets at fair value through profit or loss.

Details of investment held at 31 December were:-

Aeorema Communications Plc:

30,000 ordinary shares in Aeorema Communications Plc ('Aeorema') representing 0.37% of Aeorema's issued share capital. In May 2015 270,000 shares were sold for GBP89,910 before costs.

At 22 June 2016, the market bid price was 30p per share valuing the group's holding of 30,000 Aeorema shares at GBP9,000.

Messaging International Plc

4,482,288 Ordinary shares in Messaging International Plc ('Messaging') representing 3.9% of Messaging's issued share capital.

At 22 June 2016, the market bid price was 0.35p per share valuing its holding of Messaging shares at GBP15,688.

   13.   Receivables and loan notes 

Non-current assets

Company

In 2014, amounts due within one year included GBP220,000 of loan notes (2014 - GBP220,000). The loan notes are convertible into 50 million new shares in Pantheon Leisure Plc (the borrower) at any time before redemption. The loan notes carry an interest coupon of 7.5% and are repayable on demand at par.

Pantheon Leisure Plc is a subsidiary undertaking of Ultimate Sports Group Plc.

The loan notes are included in investments.

Group

The group has no receivables and loan notes classified as non-current assets.

Current assets

 
                                                     Group                 Company 
                                                2015           2014      2015      2014 
                                                 GBP            GBP       GBP       GBP 
 
 Trade receivables                            71,973         49,605         -         - 
 Other receivables                            59,202         42,461    25,973     4,050 
 Amounts due from subsidiary undertakings          -              -   647,992   444,093 
 Prepayments and deferred expenditure         51,079         50,114    11,603     9,588 
                                             182,254        142,180   685,568   457,731 
                                            ========  =============  ========  ======== 
 

The average credit period given for trade receivables at the end of the year is 16 days (2014:11 days). Trade receivables are stated net of a provision for irrecoverable amounts of GBPNil (2014: GBPNil).

Amounts due from subsidiary undertakings are stated net of provisions for irrecoverable amounts which total GBP548,332 (2014: GBP373,931).

The total charge in the year in respect of irrecoverable receivables in the group accounts was GBPNil (2014: GBPNil).

As at 31 December, the ageing analysis of trade receivables is as follows:

 
          Total           Due but not impaired 
            GBP         GBP            GBP         GBP 
                  <3 months   3 - 6 months   >6 months 
 
 2015    71,973      71,973              -           - 
 2014    49,605      49,605              -           - 
                 ==========  =============  ========== 
 

14. Trade and other payables

 
                                                 Group              Company 
                                              2015      2014      2015      2014 
                                               GBP       GBP       GBP       GBP 
 
 Trade payables                             60,145    59,628         -         - 
 Other payables                             91,480    79,293         -         - 
 Taxes and social security                 107,746    92,144         -         - 
 Amounts due to subsidiary undertakings          -         -   209,573   162,818 
 Accruals and deferred income              125,743   107,718    31,508     9,792 
                                           385,114   338,783   241,081   172,610 
                                          ========  ========  ========  ======== 
 

The average credit period taken for trade payables at the end of the year is 29 days (2014: 22 days).

15. Bank overdraft

Sport in Schools Limited and Football Partners Limited have bank overdraft facilities of GBP50,000 and GBP20,000 respectively which are secured by guarantees of up to GBP50,000 and GBP20,000 for each company given by Ultimate Sports Group Plc. Both overdrafts are repayable on demand.

16. Borrowings

 
                                       Group             Company 
                                       2015     2014     2015     2014 
                                       GBP      GBP      GBP      GBP 
 Due within one year 
 Interest free loans                   5,000    5,000    -        - 
 Hire purchase finance                 13,877   13,877   13,877   13,877 
 
 Total due within one year             18,877   18,877   13,877   13,877 
                                      -------  -------  -------  ------- 
 
 Due after more than one year 
 Interest free loans                   5,500    10,500   -        - 
 Hire purchase finance                 42,439   56,316   42,439   56,316 
 
 Total due after more than one year    47,939   66,816   42,439   56,316 
                                      -------  -------  -------  ------- 
 
 Total borrowings                      66,816   85,693   56,316   70,193 
                                      =======  =======  =======  ======= 
 

17. Issued share capital

 
 
                                Number 
 Shares of 10p each          of shares         GBP 
 
 At 1 January 2015          14,261,638   1,426,164 
 Shares issued in the 
  year                       1,000,000     100,000 
 
 At 31 December 2015        15,261,638   1,526,164 
                          ------------  ---------- 
 

In October 2015, following a share consolidation all shareholders received one 10p share for every one 0.1p share in issue.

In December 2015 the company issued raised GBP200,000 before costs from a placing at a price of 20p per share resulting in the issue of a further 1,000,000 shares of 10p each.

At 31 December 2015 the company's issued shares carry no rights to fixed income.

Share options and warrants

On 17 January 2011 the company adopted an unapproved share option scheme.

To date the company has granted 577,500 to key executives and employees engaged in the development of the social network.

The market price of the company's shares at 31 December 2015 was 23.5p and the price range during the financial year was 23.5p and 28.5p.

18. Financial commitments

The group is committed to making the following future minimum lease payments under non-cancellable operating leases which fall due as follows:

 
 
                               2015      2014 
                               GBP       GBP 
 Within one year 
 Land and buildings            12,001    10,000 
 Other                         -         820 
 
 Between two and five years 
 Land and buildings            45,499    40,000 
 Other                         -         - 
 
 After five years 
 Land and buildings            52,500    60,000 
 
 
                               110,000   110,820 
                              --------  -------- 
 
 

19. Statement of changes in equity

Retained earnings represent the cumulative retained profit or loss of the group.

Share premium is the amount subscribed for share capital in excess of nominal value and is a capital reserve required by UK company law.

The merger reserve is a non-statutory reserve and represents the difference between the fair value and nominal value of the shares exchanged for shares on acquisition of Reverse Take-Over Investments Plc which took place in 2003.

The fair value reserve represents the cumulative surplus and deficits on recognition of available-for-sale investments at fair value, less tax attributable to the net surplus.

No dividend was paid during the year (2014: Nil).

20. Post balance sheet events

There were no post balance sheet events to be stated by way of note.

21. Related parties

Details of the remuneration of directors are given in note 8. In addition to the information given in that note, the following provides further details of related party transactions involving the company and its directors.

The directors are considered to be the key management personnel of the group.

Simmonds & Co

The group made payments of GBP31,200 [excluding VAT] (2014 GBP31,200) as contributions towards office and secretarial costs to Simmonds & Co, Chartered Accountants, a practice in which G Simmonds is sole proprietor.

22. Notes to statements of cash flows

a) Analysis of net funds

 
                                                                          At 31 
                              At 1 January        Cash     Non-cash    December 
                                      2015        Flow    movements        2015 
                                       GBP         GBP          GBP         GBP 
 Group 
 
 Cash and cash equivalents         709,332   (351,417)            -     357,915 
 
 Borrowings                       (85,693)      18,877            -    (66,816) 
 
 Net funds                         623,639   (332,540)            -     291,099 
                             =============  ==========  ===========  ========== 
 
 Company 
 
 Cash and cash equivalents         513,278   (303,982)            -     209,296 
 
 Borrowings                       (70,193)      13,877            -    (56,316) 
 
 Net funds                         443,085   (290,105)            -     152,980 
                             =============  ==========  ===========  ========== 
 

(b) Reconciliation of net cash flow to movement in net funds

 
 
                                          Group     Company 
                                            GBP         GBP 
 (Decrease)/increase in cash 
  and cash equivalents in the 
  year                                (351,417)   (303,982) 
 Cash inflow from new borrowings              -           - 
 Cash outflow on borrowings 
  repaid in the year                     18,877      13,877 
 
 Movement in net funds/(debt)         (332,540)   (290,105) 
                                     ==========  ========== 
 

General

A copy of the report and accounts are being posted to shareholders today and will be available on the Company's website www.ultimatesportsgroup.me later today.

For further information please visit www.ultimatesportsgroup.me or contact:

 
 Geoffrey Simmonds   Ultimate Sports Group          Tel: 020 7935 
                      Plc                            0823 
 Marc Milmo          Cantor Fitzgerald Europe       Tel: 020 7894 
                                                     7000 
 Catherine           Cantor Fitzgerald Europe       Tel: 020 7894 
  Leftley                                            7000 
 Neil Badger         Dowgate Capital Stockbrokers   Tel: 01293 
                      Ltd                            517 744 
 Jason Robertson     Dowgate Capital Stockbrokers   Tel: 01293 
                      Ltd                            517 744 
 Elisabeth           St Brides Partners             Tel: 020 7236 
  Cowell              Ltd                            1177 
 Charlotte           St Brides Partners             Tel: 020 7236 
  Heap                Ltd                            1177 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 27, 2016 02:00 ET (06:00 GMT)

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